/raid1/www/Hosts/bankrupt/TCR_Public/220427.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, April 27, 2022, Vol. 26, No. 116
Headlines
170 BROADWAY REALTY: Hires Morrison Tenenbaum PLLC as Counsel
3I AVC LLC: Files for Chapter 11 Protection
689 ST. MARKS: Seeks to Hire Moshe Silver as Bankruptcy Counsel
ADVANCED CONTAINER: Incurs $845K Net Loss in 2021
AHDS BAGEL LLC: Hires Morrison Tenenbaum, PLLC as Counsel
ALDO GROUP: North American Creditors Back Restructuring Plan
ALLEGIANT TRAVEL: Moody's Alters Outlook on 'Ba3' CFR to Stable
ALLIED ESPORTS: Receives Noncompliance Notice From Nasdaq
ARAS BUSINESS GROUP: Files for Chapter 11 Bankruptcy
ART & ANTIQUES: Wins Cash Collateral Access Thru May 26
BAIRN LLC: Taps McNaughton Law Group as Substitute Counsel
BC CRAFT: Creditors Approve Proposal Under BIA
BDS MARKETING: Files for Chapter 11 Bankruptcy in California
BITNILE HOLDINGS: To Launch Bitcoin Lending Platform
BLACK NEWS CHANNEL: Hires Stretto as Claims and Noticing Agent
BLT RESTAURANT: Cash Collateral Access, $600,000 DIP Loan OK'd
BMG EXTERIORS: Case Summary & Five Unsecured Creditors
BRIGHT MOUNTAIN: Amends Loan Agreement to Borrow Additional $450K
BRIGHT MOUNTAIN: Board Adopts 2022 Stock Option Plan
CALLON PETROLEUM: Moody's Ups CFR to B2 & Alters Outlook to Stable
CARVANA CO: S&P Affirms 'CCC+' ICR, Outlook Positive
CEN BIOTECH: Names New CEO, President
CHOOM: Files for Relief Under CCAA, Receives Interim Financing
CONTINENTAL COUNTRY: Continued Operations to Fund Plan Payments
CORNERSTONE CHEMICAL: S&P Upgrades ICR to 'B-', Outlook Positive
DDM LAND MANAGEMENT: Gets OK to Hire Agri Affiliates as Auctioneer
EASTSIDE DISTILLING: Borrows $3 Million From TQLA
EASTSIDE DISTILLING: Geoffrey Gwin Quits as Director
EVO TRANSPORTATION: A. Harp Quits as Controller, Accounting Officer
EXCELL AUTO: Seeks Chapter 7 Bankruptcy Protection
FINBOMB SUSHI: Seeks to Hire R.B. & Company Inc. as Bookkeeper
FLEX ELECTRICAL: Ends Up in Chapter 11 Bankruptcy
FSO JONES LLC: Seeks to Hire Kirkland & Ellis LLP as Counsel
FUEL DOCTOR: Incurs $18K Net Loss in 2021
GCG HOLDINGS: S&P Assigns 'B+' ICR, Outlook Stable
GIP II BLUE: S&P Affirms 'BB-' ICR on Debt Prepayment
GWG HOLDINGS: Menzer & Hill Files FINRA Claims v. Brokerage Firms
GWG HOLDINGS: Sommerman Calls for Coalition for Bondholders
HOME DEALS: Taps North Star Realty to Sell Arundel Property
HOMELIBERTY INC: Seeks Chapter 11 Bankruptcy Protection
I/O MARINE SYSTEMS: Files for Chapter 11 Bankruptcy Protection
INFOW LLC: 3 Alex Jones Entities File for Chapter 11
INFOW LLC: Hook Victims Push to Throw Jones' Bankruptcy Claims
J.C. PENNEY: Owners Offer $8.6 Billion to Buy Kohl's Corp.
JONES SODA: Signs LOI to Merge With Simply Better Brands
JUST ENERGY: Court Okays Extension of CCAA Stay Period to May 26
KAYA HOLDINGS: Swings to $9.4 Million Net Income in 2021
KINTARA THERAPEUTICS: Increases Meeting Quorum Requirement
LANDMARK 99: Seeks to Hire Padgett Business as Accountant
LOGAN GENERATING: Moody's Withdraws Ba1 Rating on Ser. 2014A Bonds
MAJORDRIVE HOLDINGS IV: Moody's Rates New $100MM Term Loan 'B2'
MALLINCKRODT PLC: Unsecured Creditors Can't Stop Chapter 11 Plan
MD HELICOPTERS: Hires Moelis & Company LLC as Investment Banker
MEDI BROTHERS: Case Summary & Three Unsecured Creditors
MIND TECHNOLOGY: Reports $5.9 Million Net Loss for Fourth Quarter
MONTANA RENEWABLES: S&P Assigns 'B-' ICR, Outlook Stable
MST CONSULTING: Seeks Continued Cash Collateral Access
NORTHWEST BANCORPORATION: Trustee Taps Jenner & Block as Counsel
NORTHWEST SENIOR: May Use $2MM of UMB Bank DIP Loan
NUVEDA LLC: Hits Bankruptcy Protection in Nevada
OMNIQ CORP: Awarded Contract to Deploy VRS in Uruguay District
PARKWAY GENERATION: S&P Rates Senior Secured Term Loans B & C 'BB'
PBJAK LLC: Bid to Use Cash Collateral Denied
PIONEER POWER: Incurs $1.4 Million Net Loss in Fourth Quarter
PLAMEX INVESTMENT: Hires Gordinier Kang & Kim as Special Counsel
PLANET GREEN: Gets Audit Opinion with Going Concern Explanation
PREMIER BRANDS: Moody's Affirms Caa1 CFR, Outlook Remains Negative
PROVECTUS PHARMACEUTICALS: To Seek Stockholder OK of Reverse Split
PROVIDENT FUNDING: Moody's Alters Outlook on 'B1' CFR to Negative
PULMATRIX INC: Names Peter Ludlum as Interim CFO
SALINE LODGING: Property Sale Proceeds to Fund Plan
SANUWAVE HEALTH: Adds Three New Board Members
SOUTHEAST SUPPLY: S&P Downgrades ICR to 'B', Outlook Negative
STONEMOR INC: Axar Agrees to Terminate Subadvisor Deal
STORTZ FARM: Gets Court OK to Hire Title Opinion Attorney
SUNRISE REAL: Swings to $46.3 Million Net Income in 2021
SYNIVERSE CORP: S&P Assigns 'B-' ICR, Outlook Stable
SYNIVERSE HOLDINGS: Moody's Puts Caa1 CFR Under Review for Upgrade
TAVERN ON LAGRANGE: Case Summary & 11 Unsecured Creditors
TELIGENT INC: Trustee Calls Chapter 11 Plan Confusing
TNBI INC: Interim Cash Collateral Access, $125,000 DIP Loan OK'd
TOSCANA LUNA: Gets Interim OK to Hire Derbes Law Firm as Counsel
TOWNHOUSE 308W78: Case Summary & Seven Unsecured Creditors
TRIDENT BRANDS: Delays Form 10-Q for the Period Ended Feb. 28
TRIDENT BRANDS: Incurs $3.1 Million Net Loss in 2021
TWITTER INC: S&P Places 'BB+' ICR on Watch Neg. on Acquisition
VTV THERAPEUTICS: Robin Abrams Quits as Executive Chairperson
WADE PARK: Gets OK to Hire RMP LLP as Special Appellate Counsel
WESTERN URANIUM: Incurs $2.1 Million Net Loss in 2021
WILMA & FRIEDA'S: Seeks to Hire Padgett Business as Accountant
YOUNGEVITY INTERNATIONAL: Declares Monthly Dividend for April
ZERO TO 60 MOTORCARS: Hires McNamee Hosea P.A. as Counsel
[*] Anthony W. Clark Joins Greenberg Traurig's Bankruptcy Practiceh
[*] Bankruptcy Lawyer Kurt Mayr Joins Glenn Agre
[*] Cohn & Dussi Opens Office in Providence, Rhode Island
[*] Pachulski Stang Establishes Cannabis Restructuring Group
[*] Reforming Corporate Bankruptcies to Halt Mass Tort Shakedown
[*] William Lobel Launches Distressed Capital Resources
*********
170 BROADWAY REALTY: Hires Morrison Tenenbaum PLLC as Counsel
-------------------------------------------------------------
170 Broadway Realty Corp. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Morrison
Tenenbaum PLLC as counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties as
debtor-in-possession in the management of its estate;
b. assisting in any amendments of Schedules and other financial
disclosures and in the preparation, review, and amendment of a
disclosure statement and plan of reorganization;
c. negotiating with the Debtor's creditors and taking the
necessary legal steps to confirm and consummate a plan of
reorganization;
d. preparing on behalf of the Debtor all necessary motions,
applications, answers, proposed orders, reports and other papers to
be filed by the Debtor in this case;
e. appearing before the Bankruptcy Court to represent and
protect the interests of the Debtor and its estate; and
f. performing all other legal services for the Debtor that may
be necessary and proper for an effective reorganization.
The firm will be paid $595 per hour for Lawrence F. Morrison, $495
per hour for Brian J. Hufnagel, $380 per hour for associates, and
$200 per hour for paraprofessionals.
The firm received from the Debtor a retainer of $12,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lawrence F. Morrison, Esq., a partner at Morrison Tenenbaum PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Lawrence F. Morrison, Esq.
Brian J. Hufnagel, Esq.
Morrison Tenenbaum PLLC
87 Walker Street, Floor 2
New York, NY 10013
Tel: (212) 620-0938
Email: lmorrison@m-t-law.com
bjhufnagel@m-t-law.com
About 170 Broadway Realty Corp.
170 Broadway Realty Corp., filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 22-40045) on January 12, 2022, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Lawrence Morrison, Esq., at Morrison Tenenbaum
PLLC.
3I AVC LLC: Files for Chapter 11 Protection
-------------------------------------------
3i AVI, LLC, d/b/a Black Widow Imaging filed for chapter 11
protection in the Eastern District of Missouri.
According to court filings, 3i AVC LLC estimates between 1 and 49
unsecured creditors. The petition states that funds will be
available to unsecured creditors.
About 3i AVC LLC
3i AVC LLC -- https://blackwidowimaging.com/ -- doing business as
Black Widow Imaging, is an Internet software and services provider
in Wentzville, Missouri.
3i AVI, LLC d/b/a Black Widow Imaging, filed for chapter 11
protection (Bankr. E.D. Mo. Case No. 22-41053) on April 12, 2022.
In the petition signed by Jason Hauk, as managing member, 3i AVC
LLC listed estimated assets between $100,000 and $500,000 and
estimated liabilities of $100,000 and $500,000. David M. Dare, of
Herren, Dare & Streett, is the Debtor's counsel.
689 ST. MARKS: Seeks to Hire Moshe Silver as Bankruptcy Counsel
---------------------------------------------------------------
689 St. Marks Avenue Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Moshe Silver,
Esq., a practicing attorney in New York, to handle its Chapter 11
case.
The Debtor requires a bankruptcy attorney to:
a. prepare legal papers and commence adversary proceedings;
b. represent the Debtor in all proceedings before the Office
of the U.S. Trustee and the bankruptcy court;
c. take necessary actions to obtain confirmation of a plan of
reorganization;
d. contest the lender's entitlement to default interest and
other charges; and
e. provide the Debtor with all necessary representation in
connection with its bankruptcy case.
Mr. Silver charges an hourly fee of $300.
In court papers, Mr. Silver disclosed that he does not hold an
interest that would disqualify him from representing the Debtor in
connection with the case.
Mr. Silver holds office at:
Moshe Kalman Silver, Esq.
347 Fifth Avenue, Suite 1402-703
New York, NY 10016
Tel: 212-444-9972
Email: msilverlaw@gmail.com
About 689 St. Marks Avenue
689 St. Marks Avenue, Inc., owner of a 9-unit commercial building
in Brooklyn, N.Y., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 22-40043) on Jan. 12,
2022. At the time of the filing, the Debtor listed as much as $10
million in both assets and liabilities.
Judge Elizabeth S. Stong oversees the case.
Moshe Kalman Silver, Esq., is the Debtor's bankruptcy attorney.
ADVANCED CONTAINER: Incurs $845K Net Loss in 2021
-------------------------------------------------
Advanced Container Technologies, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $845,056 on $5.35 million of revenues for the year ended
Dec. 31, 2021, compared to a net loss of $579,031 on $2.23 million
of revenues for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $4.02 million in total assets,
$2.10 million in total liabilities, and $1.93 million in total
stockholders' equity.
Irvine, California-based Haskell & White LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 15, 2022, citing that the Company has a working capital
deficit, continued operating losses since inception, and has notes
payable that are currently in default. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1096950/000121390022020228/f10k2021_advancedcon.htm
About Advanced Container
Corona, Calif.-based Advanced Container Technologies, Inc.
--www.advancedcontainertechnologies.com -- markets and sells two
principal products: (i) GrowPods, which are specially modified
insulated shipping containers manufactured by GP Solutions, Inc.,
in which plants, herbs and spices may be grown hydroponically in a
controlled environment and (ii) Medtainers, which may be used to
store pharmaceuticals, herbs, teas and other solids or liquids and
can grind solids and shred herbs.
AHDS BAGEL LLC: Hires Morrison Tenenbaum, PLLC as Counsel
---------------------------------------------------------
AHDS Bagel LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Morrison Tenenbaum, PLLC
as counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties as
debtor-in-possession in the management of its estate;
b. assisting in any amendments of Schedules and other financial
disclosures and in the preparation, review, and amendment of a
disclosure statement and plan of reorganization;
c. negotiating with the Debtor's creditors and taking the
necessary legal steps to confirm and consummate a plan of
reorganization;
d. preparing on behalf of the Debtor all necessary motions,
applications, answers, proposed orders, reports and other papers to
be filed by the Debtor in this case;
e. appearing before the Bankruptcy Court to represent and
protect the interests of the Debtor and its estate; and
f. performing all other legal services for the Debtor that may
be necessary and proper for an effective reorganization.
The firm will be paid $595 per hour for Lawrence F. Morrison, $495
per hour for Brian J. Hufnagel, $380 per hour for associates, and
$200 per hour for paraprofessionals.
The firm received from the Debtor a retainer of $5,600.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lawrence F. Morrison, Esq., a partner at Morrison Tenenbaum PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Lawrence F. Morrison, Esq.
Brian J. Hufnagel, Esq.
Morrison Tenenbaum PLLC
87 Walker Street, Floor 2
New York, NY 10013
Tel: (212) 620-0938
Email: lmorrison@m-t-law.com
bjhufnagel@m-t-law.com
About AHDS Bagel LLC
AHDS Bagel LLC, filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 22-40624) on March 25, 2022, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Lawrence Morrison, Esq., at Morrison Tenenbaum PLLC.
ALDO GROUP: North American Creditors Back Restructuring Plan
------------------------------------------------------------
The ALDO Group Inc. on April 26 disclosed that its North American
creditors have voted in favor of its restructuring plan, almost two
years after the global footwear and accessories company filed for
protection under the Companies' Creditors Arrangement Act (the
"CCAA").
This positive vote is a crucial milestone on the Company's journey
to exit its restructuring initiated in 2020. In the next few weeks,
there will be some additional legal and administrative steps left
to take, including the finalization and approval of the Composition
Agreement in Switzerland, before the ALDO Group can emerge from its
restructuring proceedings completely.
The ALDO Group is confident in the continued progression of this
process, and excited for what's to come.
"We are pleased to have found a fair settlement for the ALDO
Group's North American creditors. The outcome of the procedure
remains conditional to the creditors' agreement for the ALDO
Group's international division, AGI, which is to be ratified in
Switzerland," Martin Rosenthal, court-appointed monitor, E&Y,
said.
The restructuring proceedings allowed the Company to stabilize the
business and provided an opportunity for the ALDO Group to undergo
a far-reaching transformation of the organization. It now focuses
on its profitable core competencies and continues to build on its
deep legacy of producing quality and fashion-forward footwear and
accessories.
"[Tues]day, after a thorough restructuring process out of which we
are announcing our imminent exit, we know that the Companies'
Creditors Arrangement Act was the right path to take to solidify
the ALDO Group's financial foundation and ensure the long-term
sustainability of the business," David Bensadoun, Chief Executive
Officer, ALDO Group, said.
About Aldo Group
Aldo Group is a Canadian retailer that operates and owns a
worldwide chain of shoe and accessories stores. It was was founded
by Aldo Bensadoun in 1972 in Montreal, Quebec, which serves as its
corporate headquarters until today. The company grew to become a
worldwide corporation, with about 3,000 stores across 100
countries, under three retail banners: ALDO, Call It Spring/Spring
and GLOBO.
Aldo obtained an Initial Order under the CCAA on May 7, 2020.
Pursuant to the CCAA Order granted by the Quebec Superior Court
(Commercial Division), Ernst & Young Inc. was appointed Monitor of
the Companies.
Aldo filed a Chapter 15 petition (Bankr. D. Del. Case No. 20-11060)
on May 7, 2020, to seek U.S. recognition of the Canadian
proceedings. Paige Noelle Topper, at Morris Nichols Arsht &
Tunnel, is the Debtor's counsel.
ALLEGIANT TRAVEL: Moody's Alters Outlook on 'Ba3' CFR to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed its ratings of Allegiant Travel
Company: Ba3 corporate family rating, Ba3-PD probability of default
rating and Ba3 senior secured rating. Moody's also downgraded the
speculative grade liquidity rating to SGL-2 from SGL-1 and changed
the ratings outlook to stable from positive.
The affirmation of the Ba3 rating reflects Allegiant's strong
business profile, good liquidity and expected strengthening of
credit metrics. "Among the US airlines, Allegiant has led the
performance recovery from the depths of the pandemic, operationally
and financially," said Moody's Lead Analyst, Jonathan Root. "Its
network serving leisure travelers, mainly in smaller US cities with
limited competition, provides a resilient foundation," continued
Root.
The stable outlook reflects Moody's expectations for a slower
recovery of free cash flow and credit metrics than anticipated when
it changed the outlook to positive in June 2021. Higher oil and jet
fuel prices and the industry-wide shortage of pilots, to which
Allegiant is not immune, will slow the pace of growth in the
company's earnings in upcoming years. Additionally, Moody's
projects that the order for 50 Boeing 737 MAX aircraft announced in
January 2022, with deliveries scheduled between August 2023 and
2025, will prevent Allegiant from generating positive free cash
flow before 2026. The stable outlook contemplates higher debt
balances from the aircraft order, EBITDA expansion and declines in
debt/EBITDA -- when excluding payroll support credits for 2021 --
and cash on hand remaining above $900 million.
The SGL-2 Speculative Grade Liquidity rating signifies a good
liquidity profile, notwithstanding Moody's expectations of
recurring negative free cash flow through 2025. Moody's continues
to expect cash and short-term investment balances to remain strong,
with $900 million being a floor for cash on hand.
Affirmations:
Issuer: Allegiant Travel Company
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD3)
Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD3)
Downgrades:
Issuer: Allegiant Travel Company
Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
SGL-1
Outlook Actions:
Issuer: Allegiant Travel Company
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
The Ba3 corporate family rating reflects the financial benefits of
Allegiant's differentiated airline operating model that results in
limited competition across about 75% of its routes. Moody's expects
Allegiant to continue to achieve one of the highest operating
margins of the airlines it rates. Moody's also expects
debt-to-EBITDA of about 5x at the end of 2022, up from 3.9x at the
end of 2021. Leverage was 6.2x at the end of 2021 pro forma for the
exclusion of the $202 million of payroll support program credits
included in 2021's reported results. The full utilization of the
$350 million Sunseeker Hotel construction loan, incremental debt to
fund aircraft purchases, and the impact of higher fuel and other
expenses on earnings will account for the increase in financial
leverage in 2022. However, Moody's expects debt-to-EBITDA to
improve to about 4.0x at the end of 2023 and to about 3.0x at the
end of 2024. Growth in the network and improved operating expense
rates as the company inducts the more fuel, emission and
maintenance efficient 737-7s and -8200s into its operations will
drive the projected leverage trend. The sustained high capital
investment in the fleet that will weigh on free cash flow through
2025 and execution risk associated with the Sunseeker resort
project are balancing factors against the company's relatively
strong airline operating performance. Financial policy will remain
conservative, with limited returns to shareholders given the
negative free cash flow and the company's pursuit of lower
financial leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Sustaining positive free cash flow will be important before
consideration of a higher rating. With positive free cash flow, the
ratings could be upgraded if Allegiant maintains strong liquidity,
with cash and short-term investments remaining above $700 million.
Improved credit metrics, including debt-to-EBITDA sustained below
3.5x could also support an upgrade. The ratings could be downgraded
if operating challenges or changes to the company's financial
policy result in debt-to-EBITDA being sustained above 4.5x beyond
2023 or the company sustains a decline in operating margin to below
10%. Deterioration in liquidity, such that cash and short-term
investments fall below $750 million while reported debt remains
above $2.0 billion could also lead to a ratings downgrade.
The principal methodology used in these ratings was Passenger
Airlines published in August 2021.
Allegiant Travel Company, headquartered in Las Vegas, Nevada, is a
publicly traded operator of a low-cost passenger airline marketed
to leisure travelers in small cities, selling air travel, hotel
rooms, rental cars and other travel related services on a
stand-alone or bundled basis, for travel across the U.S. Allegiant
reported $1.7 billion of revenue in 2021.
ALLIED ESPORTS: Receives Noncompliance Notice From Nasdaq
---------------------------------------------------------
Allied Esports Entertainment, Inc. received a notice on April 19,
2022, from The Nasdaq Market LLC notifying the Company that the
Company is not in compliance with the periodic filing requirements
for continued listing set forth in Nasdaq Listing Rule 5250(c)(1)
as a result of its failure to file its Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2021 with the Securities and
Exchange Commission by the required due date.
Under the Nasdaq rules, the Company has 60 calendar days from
receipt of the Notice to submit a plan to regain compliance with
the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may
grant an exception of up to 180 calendar days from the due date of
the Form 10-K to regain compliance. However, there can be no
assurance that Nasdaq will accept the Company's plan to regain
compliance or that the Company will be able to regain compliance
within any extension period granted by Nasdaq. If Nasdaq does not
accept the Company's plan, then the Company will have the
opportunity to appeal that decision to a Nasdaq hearings panel.
The notice received from Nasdaq has no immediate effect on the
listing or trading of the Company's shares of common stock.
However, if the Company fails to timely regain compliance with the
Rule, the Company's shares of common stock will be subject to
delisting from Nasdaq.
Allied Esports
Headquartered in Irvine, California, Allied Esports Entertainment,
Inc. -- http://www.alliedesportsent.com-- operates a public
esports and entertainment company, consisting of the Allied Esports
and World Poker Tour businesses.
Allied Esports reported a net loss of $45.06 million for the year
ended Dec. 31, 2020, compared to a net loss of $16.74 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $109.10 million in total assets, $5.48 million in total
liabilities, and $103.62 million in total stockholders' equity.
Melville, New York-based Marcum LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 12, 2021, citing that the Company has a working capital
deficiency from continuing operations, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
ARAS BUSINESS GROUP: Files for Chapter 11 Bankruptcy
----------------------------------------------------
Aras Business Group LLC, which is is engaged in the real estate
investment business, filed for chapter 11 protection without
stating a reason.
According to court filings, Aras Business Group estimates between
200 and 999. The petition that states funds will not be available
to unsecured creditors.
A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is
slated for May 9, 2022 at 10:00 A.M.
About Aras Business Group LLC
Aras Business Group LLC -- https://arasbusinessgroup.com/ -- is a
financial consultancy firm based in Memphis, Tennessee.
Aras Business Group LLC sought Chapter 11 protection (Bankr. W.D.
Ten. Case No. 22-21415) on April 12, 2022. In the petition filed by
Maria Tolentino, as managing member, Aras Business Group LLC listed
estimated assets between $1 million and $10 million and estimated
liabilities between $1 million and $10 million. The case has been
assigned to M. Ruthie Hagan. Curtis D. Johnson, Jr., of the Law
Office of Johnson and Brown, P.C., is the Debtor's counsel.
ART & ANTIQUES: Wins Cash Collateral Access Thru May 26
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
authorized Art & Antiques Worldwide Media, LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance through the next hearing date scheduled for May 26,
2022 at 11 a.m.
The Court order provides that the lien of WebBank c/o CAN Capital
Bank, Inc., as Servicer, on the collateral securing the debt owed
will extend to the Debtor's postpetition assets to the same extent
the lien existed as of the Petition Date. Nothing in the Order
will be deemed to grant WebBank a post-petition lien on the types
of assets, if any, in which WebBank did not possess a valid,
perfected, enforceable, and otherwise non-avoidable pre-petition
lien(s). The post-petition lien and security interest provided will
survive the term of the Order to the extent that the pre-petition
lien was valid, perfected, enforceable, and non-avoidable as of the
Petition Date.
If any or all of the provisions of the Order are modified, vacated
or stayed by any subsequent order of the Court or any other court,
such stay, modification or vacation will not affect the validity or
enforceability of any security interest, lien or priority
authorized or created prior to the effective date of such
modification, stay, vacation or final order to the extent that said
security interest, lien or priority is valid, perfected,
enforceable and otherwise non-avoidable as of the Petition Date.
The validity and enforceability of all security interests, liens
and priorities authorized or created in the Order will survive the
conversion of the case to a proceeding under Chapter 7 of the
Bankruptcy Code or the dismissal of the proceeding.
A copy of the order and the Debtor's 14-day budget from April 6,
2022 is available at https://bit.ly/3v0aRzz from PacerMonitor.com.
The Debtor projects $27,000 in total receipts and $26,448 in total
expenses.
About Art & Antiques Worldwide Media, LLC
Art & Antiques Worldwide Media, LLC sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No.
22-00598-5) on March 18, 2022. In the petition signed by Phillip
Troy Linger, manager, the Debtor disclosed up to $100,000 in assets
and up to $1 million in liabilities.
Judge David M. Warren oversees the case.
George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek,
PLLC is the Debtor's counsel.
BAIRN LLC: Taps McNaughton Law Group as Substitute Counsel
----------------------------------------------------------
Bairn, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Indiana to hire McNaughton Law Group, LLC, to
substitute for Overturf Fowler, LLP.
Overturf Fowler withdrew as legal counsel for the Debtor in its
Chapter 11 case.
McNaughton Law Group has agreed to provide legal services at the
following rates:
E. Foy McNaughton, Esq. $195 per hour
Associate Attorney $155 per hour
Paralegal $125 per hour
Legal Assistant $125 per hour
Office Staff $125 per hour
E. Foy McNaughton, Esq., at McNaughton Law Group, disclosed in a
court filing that he does not represent any interest adverse to the
Debtor in the matter upon which he will be engaged.
McNaughton Law Group can be reached at:
E. Foy McNaughton, Esq.
McNaughton Law Group, LLC
P.O. Box 627
207 N. Wayne St.
Fremont, IN 46737
Phone: (260) 254-1580/(260) 527-1134
Fax: (260) 527-1135
Email: foy@debt-relief.in
About Bairn LLC
Bairn, LLC is the fee simple owner of 69 real properties in
Lafayette, Ind., having an aggregate value of $6.06 million.
Bairn filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ind. Case No. 21-40250) on Oct. 8,
2021, listing $6,479,598 in assets and $2,626,905 in liabilities.
Douglas R. Adelsperger serves as Subchapter V trustee.
Judge Robert E. Grant oversees the case.
E. Foy McNaughton, Esq., at McNaughton Law Group, LLC serves as the
Debtor's legal counsel.
BC CRAFT: Creditors Approve Proposal Under BIA
----------------------------------------------
BC Craft Supply Co Ltd. on April 26 announced the unanimous
approval of the Company's proposal to its creditors (the
"Proposal") at the meeting (the "Meeting") of certain of its
creditors (the "Affected Creditors"). The proposal was approved by
100% in number of Affected Creditors who represent 100% in value of
the eligible voting claims of Affected Creditors who were present
and voted in person or by proxy on the Proposal at the Meeting and
who were entitled to vote at the Meeting in accordance with the
Proposal and Bankruptcy and Insolvency Act (Canada) ("BIA"). This
approval represents a "Required Majority" under the Proposal.
"We are pleased with the overwhelming vote of support by Affected
Creditors," commented Matthew Watters, Chief Executive Officer of
the Company. "The creditor approval of the Proposal is a key step
towards the implementation of the Proposal and emergence from BIA
proceedings. We continue to believe that that the Proposal
represents the best alternative for the long-term interests of the
Company which significantly reduces debt, improves liquidity, and
best positions the Company to navigate the current cannabis
market."
"BC Craft is excited to have the full support of its creditors and
we look forward to rebuilding BC Craft's strength for the benefit
of all stakeholders," said Anthony Laud, Chief Financial Officer of
the Company.
The Company intends to seek an order from the British Columbia
Supreme Court (the "Court") sanctioning and approving the Proposal
(the "Approval Order") in the next couple of weeks. The
implementation of the Proposal is subject to receipt of the
Approval Order.
Assuming the Company obtains the Approval Order, the Company
anticipates implementing the Proposal, that sees, among other
things, cash distributions commencing in June 2023 in accordance
with the Proposal terms.
About BC Craft Supply Co. Ltd.
BC Craft Supply Co. Ltd. is a diversified wellness company
advancing cannabinoid and psychedelic innovation and psychotherapy.
The Company offers a reimagined vision for craft markets through
collaboration, expertise, and adaptation. Its operations include:
-- CRFT a curator and aggregator of craft cannabis, providing
advocacy and access for premium small-batch growers to Canada's
cannabis market;
-- Medcann Health Products - a cultivation and processing
facility in Chemainus BC;
-- Feelwell Brands, a successful cannabinoid brand house
licensed in the state of California; and
-- AVA Pathways a pre-clinical biotech company focused on
neuroplasticity and mental health applications using psilocybin and
compounds derived from mushrooms.
BC Craft works with local artists cross-sector and remains
fervently committed to keeping the art, technique, and purity of
their pursuit.
BDS MARKETING: Files for Chapter 11 Bankruptcy in California
------------------------------------------------------------
BDS Marketing, LLC, a Montana limited liability co., filed for
chapter 11 protection.
The Debtor was founded in 2018 and has been engaged in the business
of hosting special
events in the City of Palm Springs, California for the last 14
months. The Debtor leases a prime location near downtown Palm
Springs, 1111 E. Tahquitz Canyon Way, Palm Springs, CA 92262 where
it contracts out its event space and where it hosts its own events.
Although the Debtor's operations post-dated the outbreak and the
worst severity of the COVID-19 pandemic in 2020, the unpredictable
nature of the outbreak and the continuously changing policy
guidance from federal, state, and local health authorities had
nevertheless impacted the Debtor's otherwise popular,
attention-getting enterprise as an event host and space. The
chilling effect caused by these restrictions caused Debtor to incur
lease payments in arrears.
Recently, the lessor for Debtor's event space has sought to evict
Debtor for unpaid rent. This comes at a time when Debtor has
carried out several popular and successful events, including its
New Years' Eve event which brought in approximately 300 attendees,
resulting in a substantial profit and which also resulted in an
expansion of Debtor's membership club and concurrent social media
enterprise. The Debtor has resumed regular operations and is
profitable on a monthly basis. The Debtor seeks to reorganize the
lessor’s claim and preserve its business as a going concern.
According to court filings, BDS Marketing estimates between 1 and
49 unsecured creditors, including City of Palm Springs, Southern
California Edison, and Andrew C. Mathews. 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 26, 2022 at 1:30 P.M.
About BDS Marketing LLC
BDS Marketing LLC is engaged in hosting special events in the City
of Palm Springs, California.
BDS Marketing sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 22-11340) on April 13, 2022. In the petition filed by Steve
Hamilton, as sole member, BDS Marketing estimated assets between $0
and $50,000 and estimated liabilities between $50,000 amd $100,000.
The case is assigned to Honorable Bankruptcy Judge Magdalena Reyes
Bordeaux.
Robert P Goe, of Goe Forsythe & Hodges LLP, is the Debtor's
counsel.
BITNILE HOLDINGS: To Launch Bitcoin Lending Platform
----------------------------------------------------
BitNile Holdings, Inc. plans to fund up to $100 million in
commercial loans secured by Bitcoin to small, publicly traded
companies, which are under $250 million in market capitalization,
through a new lending platform known as Ault Lending powered by the
Company's subsidiary, Digital Power Lending, LLC. The Platform is
designed to use Bitcoin layer three technology to offer "smart
contracts" to small, publicly traded companies and is also expected
to allow such participating companies to borrow against their
Bitcoin holdings. DP Lending plans to partner with Earnity Inc. to
build out the layer three technologies.
During 2022, BitNile plans to significantly expand its Bitcoin
mining production capacity, growing its number of Bitcoin miners to
20,600, representing an expected mining production capacity of
approximately 2.24 exahashes per second. The Company plans to hold
up to $100 million of self-mined Bitcoin in reserve to back the
expansion of commercial loans to be offered through a new lending
platform known as Ault Lending, powered by DP Lending. The funding
of the Platform is expected to occur over an approximate two-year
period. The Company reported revenue from lending and trading
activities at DP Lending of approximately $17 million for the year
ended Dec. 31, 2021 and DP Lending ended the year with total assets
of approximately $100 million.
The Platform is designed to lend to publicly traded companies under
$250 million in market capitalization. The Platform is designed to
use Bitcoin layer three technology to offer "smart contracts" to
participating companies and is also expected to allow participating
companies to borrow against their Bitcoin holdings. Layer three
protocols, commonly known as application layers, consist of the
protocols that allow applications to run on blockchains. Smart
contracts are simply programs stored on a blockchain that run when
predetermined conditions are met.
DP Lending plans to partner with Earnity Inc. to build out layer
three technologies. "We look forward to partnering with DP Lending
to enable businesses to secure a variety of liquidity opportunities
with crypto and fiat assets," said Dan Schatt, co-founder and CEO
of Earnity. "Businesses have a variety of treasury, cash
management and custody needs that can be met with virtual
currencies and decentralized finance platforms, and we look forward
to providing a roadmap that can successfully support these
institutions."
The Company expects the loans to range from $1 million to $25
million. Micro-cap and small-cap market borrowers typically have
very limited access to new capital funding from traditional fiat
currency-based sources. The Company's goal is to provide a
Bitcoin-backed lender to fund these public companies in a unique
way by leveraging today's DeFi technology and the growing
acceptance of Bitcoin worldwide. The lending program will allow
the borrower to repay a loan using various methods including cash,
Bitcoin, or, in the case of convertible promissory notes, common
stock of the borrower. The Platform, which expects to announce
other partners, including other financial lenders and banks, will
initially be funded from Bitcoin mined from the mining operations
of BitNile. The Company will hold the Bitcoin on deposit, and
anticipates to incrementally extend this opportunity, to other
owners of Bitcoin by depositing their Bitcoin with DP Lending, thus
increasing greatly the availability of funding to the micro-cap and
small-cap market. The Company anticipates the program to commence
in May 2022. The Company notes its current lending platform has
been operational for over four years.
Traditional banks are required to hold a certain amount of cash
reserves; while DP Lending is not a bank, but a licensed lender, it
plans to use Bitcoin as reserves on its balance sheet. The
Company's objective is to allocate a total of $250 million in
capital to DP Lending, including the $100 million in Bitcoin. The
Company's plans to hold Bitcoin provides a potential benefit if the
long-term value of Bitcoin increases.
The Company's Founder and Executive Chairman, Milton "Todd" Ault,
III said, "This is the Company's first opportunity to expand the
lending program around Bitcoin and I am pleased that the lending
platform of our licensed financial lender will be offering
Bitcoin-backed loans to small public companies. We believe the
Platform is truly innovative and believe DP Lending is the first
financial company, lender or institution that we know of to provide
Bitcoin-backed lending on a commercial basis or leverage DeFi
technology to uniquely target capitalization assistance to small
public companies." Ault explained, "From my many years of
financing companies, I know all too well the challenges faced by
these aspiring entrepreneurs and employers. It strikes me as a
natural progression of the Company and its subsidiaries to join to
provide a new unique source of capitalization and to assist in
their growth while creating a new revenue stream in a very positive
and mutually beneficial way."
About BitNile Holdings
BitNile Holdings, Inc. (formerly known as Ault Global Holdings,
Inc.) is a diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company owns and operates a data center
at which it mines Bitcoin and provides mission-critical products
that support a diverse range of industries, including
defense/aerospace, industrial, automotive, telecommunications,
medical/biopharma, and textiles. In addition, the Company extends
credit to select entrepreneurial businesses through a licensed
lending subsidiary. BitNile's headquarters are located at 11411
Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.BitNile.com.
BitNile reported a net loss of $23.97 million for the year ended
Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec.
31, 2020, a net loss of $32.94 million for the year ended Dec. 31,
2019, and a net loss of $32.98 million for the year ended Dec. 31,
2018. As of Dec. 31, 2021, the Company had $490.28 million in
total assets, $145.11 million in total liabilities, $116.72 million
in redeemable noncontrolling interests in equity of subsidiaries,
and $228.45 million in total stockholders' equity.
BLACK NEWS CHANNEL: Hires Stretto as Claims and Noticing Agent
--------------------------------------------------------------
Black News Channel, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to employ Stretto, Inc.
as claims, noticing, and solicitation 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 Debtors' Chapter 11 cases.
Sheryl Betance, a senior managing director at Stretto's Corporate
Restructuring, disclosed in court filings that her firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: Sheryl.betance@stretto.com
About Black News Channel, LLC
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.
Judge Karen K. Specie oversees the case.
Richard R. Thames, Esq., at Thames Markey, P.A., is the Debtor's
counsel.
BLT RESTAURANT: Cash Collateral Access, $600,000 DIP Loan OK'd
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized BLT Restaurant Group to, among other things, use cash
collateral on a final basis in accordance with the budget and
obtain post-petition financing.
The Debtor is authorized to borrow an aggregate principal amount
not to exceed $600,000 from JL Holdings 2002 LLC under the DIP
Facility, inclusive of the $100,000 approved under the Interim
Order.
As adequate protection, the Pre-Petition Secured Party is granted
post-petition security interests and liens to secure the
Pre-Petition Secured Party's debt to the extent of and equal to any
aggregate diminution in the value of the Pre-Petition Secured
Party's interest in property of the Debtor's estate subject to the
Pre-Petition Secured Party Liens. The Adequate Protection Liens
will attach to all right, title and interest of the Debtor in, to
and under all present and after acquired property and assets of the
Debtor.
As protection for the DIP Obligations now existing or hereafter
arising pursuant to the DIP Facility, the DIP Lender is granted an
allowed superpriority administrative expense claim for all of the
DIP Obligations with priority over any and all other obligations,
liabilities, administrative expense claims and unsecured claims
against the Debtor or its estate in the Case other than fees or
costs to the Clerk of the Court or the Office of the U.S. Trustee.
The proceeds of the DIP Facility will be used only for the
following purposes, in each case in accordance with and subject to
an Approved Budget and except as otherwise agreed by the DIP
Lender: (i) working capital and other general corporate purposes of
the Debtor and (ii) intercompany loans to subsidiaries of the
Debtor for the working capital needs of such subsidiary. At all
times, the Debtor will maintain separate books and records of each
subsidiary and account for all intercompany transactions.
The occurrence of any of the following events, unless consented to
or waived by the DIP Lender in writing, will constitute an Event of
Default under the DIP Loan Agreement and a Termination Event under
the Final Order:
(a) the dismissal of the Case or the conversion of the Case to
a case under chapter 7 of the Bankruptcy Code;
(b) solely with regard to taking action with regard to the DIP
Collateral, the entry by the Court of an order granting relief from
the automatic stay imposed by section 362 of the Bankruptcy Code to
any entity other than the DIP Lender with respect to the DIP
Collateral without the prior written consent of the DIP Lender;
(c) the Debtor's entry into or request for approval by the
Court of any plan, restructuring transaction, or asset sale that is
not in form and substance acceptable to the DIP Lender;
(d) the entry by the Court, or the request for entry by the
Debtor or any party in interest, of an order appointing or electing
a trustee or examiner with expanded powers or any other
representative with expanded powers relating to the operation of
the Debtor's business or the Case;
(e) the Debtor's failure to adhere to the Approved Budget, in
each instance, subject to the Permitted Variance;
(f) the Debtor's creating, incurring or suffering to exist any
post-petition liens or security interests on the DIP Collateral
other than with respect to the Debtor's insurance policies which
are subject to liens in favor of BankDirect;
(g) the Debtor's creating, incurring or suffering any other
claim which is pari passu with or senior to the Superpriority DIP
Claim;
(h) the entry of an order reversing, staying, vacating, or
otherwise modifying in any material respect the terms of the Final
Order;
(i) if, on or before May 15, 2022, the Debtor has not sought
approval of a plan of reorganization or filed a motion seeking
approval of a sale of substantially all of the Debtor's assets in a
form acceptable to DIP Lender; or
(j) on the date that is 180 days after the Petition Date, if
all transactions necessary to consummate the confirmed plan of
reorganization or sale of substantially all of the assets have not
been closed.
A copy of the order is available at https://bit.ly/3xOb8aO from
PacerMonitor.com.
About BLT Restaurant Group
BLT Restaurant Group owns and manages the restaurants BLT Steak
LLC, BLT Steak Waikiki LLC, BLT Prime Lexington LLC, and BLT Steak
DC LLC. BLT is a limited liability company organized under the
laws of New York. At present, it has two members, JL Holdings 2002
LLC and Juno Investments LLC. JL Holdings 2002 LLC is a limited
liability company organized under the laws of New York and is also
a secured creditor of BLT. Juno Investments LLC is a limited
liability company organized under the laws of New York.
BLT sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 22-10335) on March 18, 2022. In the
petition signed by CEO James Haber, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
Jennifer C. McEntee, Esq., at Ciardi Ciardi and Astin is the
Debtor's counsel.
BMG EXTERIORS: Case Summary & Five Unsecured Creditors
------------------------------------------------------
Debtor: BMG Exteriors LLC
d/b/a Best Maintenance Group
1357 South Sheffield Avenue
Indianapolis, IN 46221
Business Description: BMG Exteriors is part of the residential
building construction industry. The Debtor
is the fee simple owner of a real property
located at 1357 South Sheffield Avenue
Indianapolis, IN, valued at $72,600.
Chapter 11 Petition Date: April 25, 2022
Court: United States Bankruptcy Court
Southern District of Indiana
Case No.: 22-01522
Debtor's Counsel: Preeti Gupta, Esq.
PREETI (NITA) GUPTA, ATTORNEY
2680 East Main Street Ste 322
Plainfield, IN 46168
Tel: 317-900-9737
Fax: 888-261-6090
Email: nita07@att.net
Total Assets: $100,600
Total Liabilities: $1,092,603
The petition was signed by Mario Martinez as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/UC3N5PA/BMG_Exteriors_LLC__insbke-22-01522__0001.0.pdf?mcid=tGE4TAMA
BRIGHT MOUNTAIN: Amends Loan Agreement to Borrow Additional $450K
-----------------------------------------------------------------
Bright Mountain Media, Inc. and its subsidiaries, CL Media Holdings
LLC, Bright Mountain Media, Inc., Bright Mountain LLC, and
MediaHouse, Inc., entered into a twelfth amendment to their credit
agreement with Centre Lane Partners Master Credit Fund II, L.P., as
administrative agent and collateral agent, to provide for an
additional loan amount of $450,000. This term loan matures on June
30, 2023.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
www.brightmountainmedia.com -- is an end-to-end digital media and
advertising services platform, efficiently connecting brands with
targeted consumer demographics. In addition to its corporate
website, the Company owns and/or manages 24 websites which are
customized to provide its niche users, including active, reserve
and retired military, law enforcement, first responders and other
public safety employees with products, information and news that
the Company believes may be of interest to them. The Company also
owns an ad network which was acquired in September 2017.
Bright Mountain reported a net loss of $72.71 million for the year
ended Dec. 31, 2020, a net loss of $4.17 million for the year ended
Dec. 31, 2019, and a net loss of $5.22 million for the year ended
Dec. 31, 2018. As of June 30, 2021, the Company had $31.58 million
in total assets, $31.26 million in total liabilities, and $315,466
in total shareholders' equity.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2021, issued a "going concern"
qualification in its report dated Dec. 23, 2021, citing that the
Company has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
BRIGHT MOUNTAIN: Board Adopts 2022 Stock Option Plan
----------------------------------------------------
The Board of Directors of Bright Mountain Media, Inc. and the
Compensation Committee of the Board adopted and approved the 2022
Bright Mountain Media Stock Option Plan. The Stock Option Plan
will be presented for stockholder approval at the Company's 2022
Annual Meeting of Stockholders.
The Stock Option Plan provides for the grants of awards to eligible
employees, directors and consultants in the form of stock options.
stock. The Stock Option Plan is the successor to the Company's
prior stock option plans and accordingly no new grants will be made
under the prior plans from and after April 20, 2022. The Stock
Option Plan is a term of 10 years and authorizes the issuance of up
to 22,500,000 shares of the Company's common stock.
The purposes of this Stock Option Plan is to optimize the
profitability and growth of the Company from incentives that link
the personal interests of employees, directors and consultants to
those of the Company's stockholders, to provide participants with
an incentive for excellence and individual performance and to
promote teamwork. The Stock Option Plan has certain restrictions
and limitations including but not limited to (i) stock options must
generally be granted with an exercise price equal to or greater
than the fair market value of a share of the Company's common stock
at the date of grant and (ii) stockholder approvals are required
for material amendments to the Stock Option Plan, including any
increase in the maximum number of shares of the Company's common
stock that may be issued under the Stock Option Plan.
Under the Stock Option Plan, the Board of Directors and
Compensation Committee approved the issuance of 500,000 Stock
Options to Matthew Drinkwater, the Company's chief executive
officer, and 100,000 to Edward A. Cabanas, the Company's chief
financial officer. The options are for a period of 10 years and
have an exercise price of $0.01 the fair market value at the date
of grant.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
www.brightmountainmedia.com -- is an end-to-end digital media and
advertising services platform, efficiently connecting brands with
targeted consumer demographics. In addition to its corporate
website, the Company owns and/or manages 24 websites which are
customized to provide its niche users, including active, reserve
and retired military, law enforcement, first responders and other
public safety employees with products, information and news that
the Company believes may be of interest to them. The Company also
owns an ad network which was acquired in September 2017.
Bright Mountain reported a net loss of $72.71 million for the year
ended Dec. 31, 2020, a net loss of $4.17 million for the year ended
Dec. 31, 2019, and a net loss of $5.22 million for the year ended
Dec. 31, 2018. As of June 30, 2021, the Company had $31.58 million
in total assets, $31.26 million in total liabilities, and $315,466
in total shareholders' equity.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2021, issued a "going concern"
qualification in its report dated Dec. 23, 2021, citing that the
Company has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
CALLON PETROLEUM: Moody's Ups CFR to B2 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Callon Petroleum
Company, including the Corporate Family Rating to B2 from B3, the
Probability of Default Rating to B2-PD from B3-PD and the ratings
on its senior unsecured notes to Caa1 from Caa2. The Speculative
Grade Liquidity (SGL) was upgraded to SGL-2 from SGL-3. The ratings
outlook changed to stable from positive.
"The upgrade of Callon's ratings reflects its improving credit
metrics," commented James Wilkins, Moody's Vice President. "The
current high commodity price environment will allow the company to
continue to generate positive free cash flow and reduce debt, while
growing production volumes."
The following summarizes the ratings activity:
Upgrades:
Issuer: Callon Petroleum Company
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1 (LGD5)
from Caa2 (LGD5)
Outlook Actions:
Issuer: Callon Petroleum Company
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
The upgrade of Callon's CFR to B2 reflects its improving credit
profile, backed by positive free cash flow generation that will
allow further debt reduction in 2022-2023. Callon's 2022 capex
program will generate modest growth in production. Drilling
activity and spending will be focused on the Permian Basin (85% of
2022 spending, including on acreage acquired with the 2021 Primexx
Energy Partners (Primexx) acquisition) with the balance of capital
applied in the Eagle Ford Basin. Moody's expects Callon to deliver
improvement in leverage metrics, including retained cash flow to
debt in excess of 40% in 2022 (up from 31% in 2021) and a leveraged
full-cycle ratio above 2x (2.5x at year-end 2021). Hedges covering
over a half of projected 2022 oil production will provide cash flow
stability, but limit the upside from high oil prices. The share of
hedged oil production will decline in 2023, potentially giving
Callon more exposure to high oil prices. The company also expects
to realize synergies as it integrates the acquired Primexx acreage
in 2022-23.
The B2 CFR reflects Callon's sizable debt obligations, high capital
requirements to develop its acreage and volatile cash flow. The
Permian assets will require significant capital to develop, while
the Eagle Ford assets, which are also predominately oil producing
assets, are more mature and will require less capital.
Callon's rating is supported by its scale, which has benefited from
acquisitions and a track record of organically growing production
and reserves, diversified operations focused on two attractive
shale plays in the Permian Basin and the Eagle Ford Basin,
competitive unit costs, strong operating margins, and a high
proportion of oil in its production volumes.
The senior unsecured notes are rated Caa1, two notches below the B2
CFR, as a result of being contractually subordinated to a large
amount of senior secured debt (unrated) in the capital structure
($320 million of senior secured second lien notes due 2025 and
borrowings under the secured revolving credit facility).
Callon's SGL-2 rating reflects its good liquidity, supported by
improved cash flow from operations as well as its revolving credit
facility. The revolver had a $1.6 billion borrowing base (affirmed
as part of the fall 2021 borrowing base redetermination), $24
million of letters of credit and $785 million of borrowings as of
year-end 2021, leaving $791 million available on the revolver as of
year-end 2021. The revolver and second lien notes have two
financial covenants - a minimum current ratio of 1x and a maximum
leverage ratio of 4x. Moody's expects the company to remain in
compliance with the covenants through 2023. The revolver matures on
December 20, 2024, and is subject to a springing maturity
provision, if a certain amount of the notes due 2024 are
outstanding. Callon's next maturity of notes will be in October
2024.
The stable outlook reflects Moody's expectation that the company
will generate positive free cash flow in 2022 and 2023 while
reducing debt and further improving its credit metrics. Its stated
near-term net debt to adjusted EBITDA target is less than 1.5x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Callon meaningfully reduces debt
and maintains strong credit metrics, with retained cash flow (RCF)
to debt maintained above 35%, and a leveraged full cycle ratio
greater than 1.5x while growing production volumes. The ratings
could be downgraded if RCF to debt falls below 25% or capital
efficiency or liquidity position weakens significantly.
The principal methodology used in these ratings was Independent
Exploration and Production published in August 2021.
Callon Petroleum Company, headquartered in Houston, TX is an
independent exploration and production company with operations in
the Permian Basin and the Eagle Ford Shale in Texas.
CARVANA CO: S&P Affirms 'CCC+' ICR, Outlook Positive
----------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
Carvana Co.
S&P said, "At the same time, we assigned our 'CCC+' issue-level
rating and '4' recovery rating to the proposed $2.275 billion
senior unsecured notes due 2030. The '4' recovery rating indicates
our expectation for average (30%-50%; rounded estimate: 30%)
recovery in the event of a default.
"The positive outlook indicates that we could upgrade Carvana if
the company continues to make progress in leveraging its scale to
improve margins such that it can achieve near breakeven EBITDA
while maintaining sufficient liquidity to cover its cash burn for
at least 18 months.
"We believe Carvana Co.'s acquisition of Adesa Inc.'s U.S. physical
auction business should enable Carvana to accelerate progress in
leveraging its scale with an increased supply of cars and added
inspection and reconditioning capabilities on the acquired sites to
improve profit margins.
"The affirmation and positive outlook reflect our expectation that
the company's margins will slowly recover from issues in early 2022
and that the acquisition will support Carvana's growth strategy to
leverage an enhanced physical footprint, though it will delay its
path to positive free operating cash flow (FOCF).While margins have
deteriorated recently, we expect a recovery back near breakeven
margins by the end of 2023, and further margin improvement in 2024.
We expect scaling in selling, general, and administrative (SG&A)
expenses to take a step back this year but accelerate later in 2023
and 2024 as the company realizes benefits from the Adesa physical
footprint. The acquisition of Adesa's 56 U.S. sites should boost
Carvana's logistics with faster delivery to customers and better
service levels, which should reduce SG&A as a percent of revenues.
However, we think that initially Carvana will have to further
invest in these sites to increase inspection and reconditioning
(IRC) capacity and utilize the physical footprint. This investment
in infrastructure and labor, in a tight labor market, lead us to
forecast greater scaling in SG&A only later in 2023 and 2024.
"The 'CCC+' rating reflects the recent volatility in margins, high
relatively fixed cost to its centralized model, and the need for
the company to demonstrate a track record of lower SG&A to sales
before we would view the business as having long-term
sustainability.Recent margin setbacks show that there is greater
volatility in Carvana's gross profit per unit (GPU), specifically
in the Other segment, than peers like Carmax and more mature
dealership groups. The profit from that segment comes primarily
from gains on sales of finance receivables (auto loans). Rising
interest rates, higher inflation, and weakening affordability will
reduce demand from subprime used car buyers and create challenges
in keeping up with pricing of the loans. We expect this to be a
negative drag to Carvana's GPU over the next two years. We think
that with time and improved scale, Carvana could better navigate
these risks. For example, the company indicated that it is actively
updating the pricing cadence of the annual percentage rates on the
loans it originates to respond to increases in benchmark rates.
"The higher debt load will increase interest expense substantially,
but the $2.25 billion preferred and common equity issuance provides
increased liquidity to absorb this expense, as well as the
continuing cash outflows in 2022. Maintenance of this improved
liquidity and access to capital markets remain a key consideration
for an upgrade while the company generates such highly negative
free cash flow. Carvana has raised liquidity multiple times over
the last few years through both equity and debt. Since 2020, the
company has been able to maintain liquidity that is sufficient to
cover its negative free cash flow for 18 months to two years, in
our view, which is an improvement over earlier years when its
liquidity was sufficient for roughly 12 months. We think the
roughly $2.2 billion in increased liquidity will provide additional
financial flexibility to cover two years of cash burn. Beyond 2024,
we expect the company's improved margins to reduce liquidity
demands, though we expect FOCF to remain negative. We expect
Carvana's capital spending will remain elevated above $500 million
in 2022 as the company builds eight new inspection and
reconditioning centers. Going forward we expect capex to remain
around $350 million to $450 million per year as the company
develops the Adesa sites to increase IRC capacity to 2 million
cars.
"Competition is increasing in the online auto retail space, in
particular for cars that are one to three years old, but we think
Carvana should benefit from being one of the first companies
selling a large number of cars online.As Carvana has been able to
gain a small share of a very large and fragmented market, it is the
second-largest retailer of used cars in the U.S. Online competitors
like Shift and Vroom, as well as traditional retailers like Penske,
AutoNation, Lithia, and CarMax are increasing their focus on the
online used-car market. While we think the market is fragmented
enough to allow several players to grow, it could become more
competitive to capture the eyes and clicks of the subset of people
who want to do their entire car purchase online. As well, the
growth of used car supercenters like Echo Park, AutoNation USA, and
CarShop also focus on somewhat newer used cars (less than three
years old), the space could get crowded. Still, we think that
Carvana's investments should start to pay off in terms of brand
awareness and larger scale that will increase its online offerings
for potential customers.
"The positive outlook indicates that we could raise the ratings on
Carvana if the company continues to make progress in leveraging its
scale to improve margins such that the company can achieve near
breakeven EBITDA while maintaining sufficient liquidity to pay for
its cash burn for at least 18 months."
Upside scenario
S&P said, "We could raise our rating on Carvana if EBITDA is near
breakeven and expected to improve further, and the company
demonstrates a path toward positive free cash flow after adjusting
for growth capex. This could occur if Carvana attains sufficient
scale such that its sales and marketing spending becomes more
efficient on a national scale, implying that the company's
financial commitments are more sustainable. We would also need for
Carvana to show a significant recovery in its gross profit per unit
back toward levels in 2021, given the recent volatility in
operations and profit.
"We could revise the rating back to stable if Carvana's
profitability fails to improve toward breakeven or if the company's
liquidity and standing in the credit and equity markets decline
materially such that it would be unlikely to continue financing its
aggressive growth while burning cash. This could occur if margins
fail to increase substantially from the recently much lower
levels."
ESG credit indicators: E-2, S-2, G-3
S&P said, "Environmental and social credit factors have no material
influence on our credit rating analysis, as increased demand for
electrified vehicles will not have a meaningful impact on its
business model as an online retailer of used vehicles. Carvana is
able to sell vehicles through its platform regardless of the
propulsion system, and we expect the potential adoption of EV
vehicles (new and used vehicles) will not be a significant impact
demand for used ICE vehicles in the near term. Governance factors
are a moderately negative consideration for our ratings analysis as
we view the controlling ownership by its founders as demonstrating
corporate decision-making that prioritizes the interests of the
controlling owners over other shareholders. This structure in our
view could also limit the effectiveness of the board of
directors."
CEN BIOTECH: Names New CEO, President
-------------------------------------
CEN Biotech, Inc.'s Board of Directors appointed Brian S. Payne as
the Company's chief executive officer, chief financial officer and
chairman of the Board of Directors and appointed Lawrence Lehoux as
the Company's president, effective at the close of business on
April 14, 2022.
Mr. Payne, age 54, has served as the Company's vice president and a
member of its Board since July 2017. Mr. Payne also worked for the
Company since July 2015 as its marketing consultant. Mr. Payne is
a business and community leader with over 25 years' experience in
domestic and global supply chains, trade and government relations,
change management and manufacturing, primarily in the food and
agriculture sectors. Mr. Payne began his career in the
international trade arena, catering to automotive and heavy
manufacturing companies like General Motors, John Deere, and
NaviStar. In 1996, Mr. Payne worked for PepsiCo Global
Restaurants, responsible for Project Management across the Pizza
Hut brand. In 1999, Mr. Payne served as Director of Distribution.
In 2002, Mr. Payne served a supply chain function for a national
food company. In 2005, Mr. Payne led the supply chain and
regulatory compliance functions for Pizza Pizza Ltd. Since May
2012, Mr. Payne has served as President of his own consulting firm,
IMS, which specialized in consulting and outsourced executive
functions related to manufacturing, supply chain, trade, regulatory
and finance areas. Mr. Payne's client base includes Caesars
Entertainment (Las Vegas, NV), Blueline Food Service Distribution
(Detroit, MI), The Windsor Essex Economic Development Corporation
(Windsor, ON), the Unified Purchasing Group Canada (Toronto, ON)
and Thomas Canning (Maidstone) Limited. Mr. Payne served as vice
president of Thomas Canning (Maidstone) Inc. from January 2015 to
April 2017. Mr. Payne is active in his community of Windsor Essex
where he serves as Chairman of the Board of Directors of Hotel Dieu
Grace Healthcare, and a Director of The Lakeview Montessori School
and the Hospice of Windsor Essex. Mr. Payne holds a BA in
Political Science from the University of Windsor. Mr. Payne's
track record of business success and leadership related to
distribution and supply chain fills an important role on the Board.
Mr. Payne also served as vice president of Thomas Canning
(Maidstone) Inc., though he voluntarily left the employment prior
to the owners filing for insolvency proceedings in June 2017.
Lawrence Lehoux, age 50, has served as the Company's chief
technology officer and a member of the Board of Directors since
July 9, 2021. Mr. Lehoux has served as the chief executive officer
of CMM since April 2017 and continues to serve in such capacity to
date. CCM is a digital media company where Mr. Lehoux leads the
organization on a variety of internal initiatives including digital
series, online marketing, web and product development. Mr. Lehoux
founded CCM in early 2017 with a mission to craft unique service
offerings around the development and deployment of a variety of
digital solutions. Mr. Lehoux leads CCM's work with international
brands and business partners seeking to provide white label
solutions and unique digital services. Mr. Lehoux was the chief
executive officer of Wireless H.Q. from July 2015 to May 2017,
which is a wireless distribution business having eighty-two retail
locations in Michigan and Ohio, where Mr. Lehoux arranged all
financing and negotiated the purchase of the business while
implementing a reorganization of all senior management and staff
across all locations and developed a new point of sale system while
integrating unique online marketing and sales incentives. From
January 2012 to August 2017, Mr. Lehoux served as the founder and
chief executive officer of Blurt Marketing, which developed custom
software for the telecom industry through contract developers and
engineers. Mr. Lehoux was responsible for all executive level
duties as well as product planning and business development at
Blurt Marketing. Mr. Lehoux received a degree in business from the
University of Windsor in 1994. Mr. Lehoux filed a personal
bankruptcy in the Superior Court of Justice in Ontario, Canada on
Aug. 2, 2017, and the bankruptcy was discharged on Aug. 29, 2018.
Resignations of Officers and Directors
On April 14, 2022, the following persons resigned from the
following positions from CEN Biotech. Bahige (Bill) Chaaban
resigned from his positions as chief executive officer, president,
chairman of the Board of Directors Company effective at the close
of business on April 14, 2022. Alex Tarrabain resigned from his
positions as the Company's chief financial officer and Director
effective at the close of business on April 14, 2022. Rick Purdy
resigned from his positions as Company's senior vice president of
Deals and Acquisitions and Director effective at the close of
business on April 14, 2022. Amen Ferris resigned from his
positions as Company's vice president and director effective at the
close of business on April 14, 2022. Joseph Byrne resigned from
his positions as a Director of the Company effective at the close
of business on April 14, 2022. Additionally, Richard Boswell
resigned from his positions as the Company's senior executive vice
president and director effective as of April 15, 2022.
The Company stated the resignations were not the result of any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
Settlement Agreements with Departing D&Os
The Company plans to enter into settlement agreements with Bahige
(Bill) Chaaban, Alex Tarrabain, Rick Purdy, Ameen Ferris and
Richard Boswell, respectively, in connection with their
resignations.
About CEN Biotech Inc.
CEN Biotech, Inc. -- tp://www.cenbiotechinc.com -- is focused on
the manufacturing, production and development of Light Emitting
Diode lighting technology and hemp products. The Company intends
to explore the usage of hemp, which it intends to cultivate for
usage in industrial, medical and food products. Its principal
office is located at 300-3295 Quality Way, Windsor, Ontario,
Canada.
CEN Biotech reported a net loss of $18.90 million for the year
ended Dec. 31, 2021, compared to net income of $14.25 million for
the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$8.44 million in total assets, $10.10 million in total liabilities,
and a total shareholders' deficit of $1.66 million.
New York, New York-based Mazars USA LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 14, 2022, citing that the Company has incurred
significant operating losses and negative cash flows from
operations since inception. The Company also had an accumulated
deficit of $45,964,183 at Dec. 31, 2021. The Company is dependent
on obtaining necessary funding from outside sources, including
obtaining additional funding from the sale of securities in order
to continue their operations. The COVID-19 pandemic has hindered
the Company's ability to raise capital. These conditions raise
substantial doubt about its ability to continue as a going concern.
CHOOM: Files for Relief Under CCAA, Receives Interim Financing
--------------------------------------------------------------
Choom Holdings Inc. ("Choom"), on April 22 disclosed that Choom and
certain of its subsidiaries (Choom BC Retail Holdings Inc., 2151414
Alberta Ltd., 2688412 Ontario Inc., and Phivida Holdings Inc.,
herein the "Subsidiaries", and together with Choom, the
"Companies") have obtained an order (the "Initial Order") of the
Supreme Court of British Columbia providing the Companies
protection from their creditors pursuant to the Companies'
Creditors Arrangement Act (Canada) ("CCAA").
As part of the Initial Order, the Companies are authorized to enter
into an interim financing term sheet (the "Interim Financing") with
Aurora Cannabis Inc. (the "Lender") pursuant to which the Lenders
has agreed to advance to the Companies up to an aggregate of $0.8
million to fund the Companies' ongoing operations and CCAA
proceedings.
CCAA Proceedings
The Companies have obtained CCAA protection for an initial period
of 10 days, expiring on May 2, 2022 and the Court has set a further
hearing date of May 2, 2022 at which time an extension of the
protection under the CCAA will be sought. Pursuant to the Initial
Order, Ernst & Young Inc. has been appointed as monitor in the
Companies' CCAA proceeding (in that capacity, the "Monitor").
While under CCAA protection, creditors and others are stayed from
pursuing any claims or enforcing any rights against the Companies.
The Companies are seeking creditor protection under the CCAA in
order to permit the Companies to conduct a sale and investment
solicitation process ("SISP") and facilitate a transaction that
will allow the Companies to address their liquidity issues and
stabilize operations. The Companies intend to operate in the
ordinary course throughout the CCAA proceedings and while
conducting the SISP. Management of the Companies will remain
responsible for the day-to-day operations of the Companies, under
the general oversight of the Monitor. The Companies' day-to-day
obligations to employees and key suppliers of goods and services,
from and after the filing date, is expected to continue to be met.
All inquiries regarding the CCAA proceeding should be directed to
the Monitor (Philippe Mendelson, 604-891-8491). Information about
the Companies' CCAA proceeding, including all court orders and the
Monitor's reports, will be available on the Monitor's website at
www.ey.com/ca/choom.
Interim Financing
In order to fund the CCAA proceedings, the SISP and other short
term working capital requirements, the Companies have executed a
term sheet with the Lenders, pursuant to which the Lenders will
advance an interim financing loan in the aggregate amount of $0.8
million (the "Loan"). A portion of the Loan is available
immediately, with the balance available if approved by the Court
following the May 2, 2022 hearing. The Loan accrues interest at a
rate of 12% per annum, and matures, at the latest, on August 31,
2022. The Loan is secured against all assets of the Companies
pursuant to the Initial Order.
Aurora Cannabis Inc. ("Aurora") is a significant shareholder of
Choom and is the Lender in connection with the Interim Financing.
Each of the aforementioned parties is a "related party" of Choom
and, accordingly, the Interim Financing constitutes a "related
party transaction" of Choom under MI 61-101 Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). Related
party transactions under MI 61-101 require a formal valuation and
minority shareholder approval unless exemptions from these
requirements are available. Choom will rely on the exemption from
the formal valuation requirement contained in Section 5.5(b) of MI
61-101 (Issuer Not Listed on Specified Markets) in respect of the
Interim Financing and the exemption from minority approval
requirement contained in Section 5.7(d) of MI 61-101 (Bankruptcy ,
Insolvency, Court Order) in respect of the Interim Financing. Choom
did not file a material change report more than 21 days before the
expected closing of the Interim Financing transaction, as the
details of the transaction were not finalized until immediately
prior to the closing and Choom wished to close the transaction as
soon as practicable for sound business reasons.
About ChoomTM
ChoomTM (CSE: CHOO) (OTCQB: CHOOF) is a retail cannabis company
that has established an extensive store network across Canada.
ChoomTM is focused on delivering an elevated customer experience
through high quality service. The Choom brand is inspired by
Hawaii's "Choom Gang" -- a group of friends in Honolulu during the
1970s who loved to have fun and smoke weed-or as the locals called
it, "Choom".
CONTINENTAL COUNTRY: Continued Operations to Fund Plan Payments
---------------------------------------------------------------
Continental Country Club, Inc., an Arizona nonprofit corporation,
filed with the U.S. Bankruptcy Court for the District of Arizona a
First Amended Disclosure Statement and a First Amended Plan of
Reorganization dated April 21, 2022.
The Plan proposes the reorganization of Debtor and distributions to
creditors in accordance with the priorities set forth in the
Bankruptcy Code and as provided under the Plan. The Plan
contemplates: (1) the restructuring of Debtor's obligations and
liabilities; (2) repayment of Debtor's creditors from revenues
generated by the Reorganized Debtor; and (3) and continued
operation of Debtor and the Club for the benefit of its fees
paying Members and the general public.
Financing for the Plan will come from revenues generated by the
operation of the Club and fees collected from Members under the
CCRs.
Class 7 consists of the Lakefront Group's Unsecured Claim. The
Lakefront Group's claims for money damages and its class
constituents, if any, shall be treated as an unsecured Class 7
Claim. The Class 7 Ballot will require the Lakefront Group to
choose between one of following two alternative Plan treatments:
* Option A: The Lakefront Group shall be entitled to an Allowed
Class 7 Claim in the liquidated amount of $750,000 comprised of the
following components:
-- $500,000 for reimbursement of attorneys' fees and expenses
incurred in the Lake Elaine Litigation and this Case; and
-- $250,000 for compensatory damages related to the
restoration of Lake Elaine pursuant to the Open Space Redesign.
* Option B: The Lakefront Group shall be entitled to an Allowed
Class 7 Claim in such amount as the Lakefront Group may establish
to be its actual damages, if any, incurred as a result of the
rejection of the Lake Elaine Rejection in a claims adjudication
proceeding before the Bankruptcy Court. Unless and until the
Bankruptcy Court makes such a determination, the Lakefront Group's
Class 7 Claim shall be a Disputed Claim.
Class 8 consists of General Unsecured Claims totaling $35,000. On
the later of the Effective Date of the Plan or upon a determination
of the extent and validity of the Lakefront Group's Allowed Class 7
Claim, the Holders of Allowed Class 7 and 8 Claims shall receive
payments on account of their Allowed Claims from the Unsecured
Claims Fund determined on a prorated basis, not to exceed the 100%
of Allowed Class 7 and 8 Claims.
In the event there is Option B Rollover Funding paid into the
Unsecured Claims Fund after the completion and final accounting of
the Lake Redesign Project, the Holders of Allowed Class 7 and 8
Claims shall receive an additional payment from the Unsecured
Claims Fund as determined on a prorated basis, with payments in the
aggregate from the Unsecured Claims Fund not to exceed 100% of
Allowed Class 7 and 8 Claims. Class 8 Claims are impaired.
The Debtor is a non-profit corporation, whose revenues are
generated from fees paid by its members pursuant to the CCRs, and
by operating revenues generated from its assets including rents,
profits, generated by its golf course and country club facilities.
Simultaneously with the Plan solicitation process, Debtor may
conduct one or more meetings and hold a vote of its members
soliciting members to support appropriate special assessments and
annual assessment increases sufficient to fund Debtors' ongoing
operations and its liabilities under the Plan.
Debtor intends to request its members to approve a one-time special
assessment in the amount of $2,000 that will be due in full upon
receipt but payable by the members over two years at 5% interest
per annum. By this request, Debtor intends to raise a total of
$4,790,000 from its members to support the Plan. In addition,
Debtor intends to request member approval of three scheduled
increases to its members annual dues of $97 for full members and
$63 for associate members in each year for three years beginning in
2024 (2024-2026). Over this three year period, the increases will
raise an additional $1,260,000 (for a total of more than $6
million) to support the Plan.
A full-text copy of the First Amended Disclosure Statement dated
April 21, 2022, is available at https://bit.ly/3KfVxDl from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Scott B. Cohen, Esq.
Patrick A. Clisham, Esq.
Bradley D. Pack, Esq.
Engelman Berger, P.C.
2800 North Central Avenue, Suite 1200
Phoenix, AZ 85004
Phone: (602) 271-9090
Fax: (602) 222-4999
Email: sbc@eblawyers.com
pac@eblawyers.com
bdp@eblawyers.com
About Continental Country Club
Continental Country Club is a non-profit Arizona corporation with
its principal place of business in Flagstaff, Arizona. The Debtor
was formed in 1972 in order to operate as the homeowners
association for a master planned community developed in Flagstaff
by the late Charles Keating and his affiliated development
companies.
Continental Country Club filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 21-00956) on Feb. 9, 2021. At the time
of the filing, the Debtor listed as much as $10 million in both
assets and liabilities.
Judge Edward P. Ballinger Jr. oversees the case.
The Debtor tapped Engelman Berger, P.C. as its bankruptcy counsel,
and Krupnik & Speas, PLLC and Warner Angle Hallam Jackson &
Formanek PLC as its special counsel.
CORNERSTONE CHEMICAL: S&P Upgrades ICR to 'B-', Outlook Positive
----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
Cornerstone Chemical Co.' to 'B-' from 'CCC+'. At the same time,
S&P raised its issue-level rating on the company's senior secured
notes to 'B-' from 'CCC+' and revised the recovery rating to '3'
from '4'.
The positive outlook reflects the one-in-three likelihood that S&P
raises the ratings within a year, as it believes debt leverage and
other credit measures will continue to strengthen during the next
year while liquidity remains adequate.
Cornerstone's opirating performance has improved and melamine
demand remains high.
The company enjoyed higher average selling prices for its products
during 2021 and the strength is continuing. This contributed to
fourth-quarter revenue increases of 81% in acrylonitrile, 96% in
melamine, and 13% in sulfuric acid. Melamine is used in the
automotive and housing markets, among others, and demand remains
high. Volumes in this business line grew 4% in the quarter.
Cornerstone is attempting to build inventory, but it is difficult
as supply chains remain tight. The company's sulfuric acid pricing
is also strong. While raw materials like propylene and ammonia have
also seen rapid rises in price, Cornerstone has had success in
passing through the increases. S&P expects the company's margin per
metric ton produced to increase across all product lines this
year.
The company's credit measures will likely continue to improve.
Cornerstone saw very good improvement in its adjusted
debt-to-EBITDA ratio during the past year. As of Dec. 31, 2021, it
was 6.6x, down significantly from more than 11x at the same point
the previous year. S&P said, "The company's adjusted EBITDA grew by
almost four times in the fourth quarter of 2021 compared with the
year-ago period, and we expect Cornerstone's adjusted EBITDA for
the full-year 2022 to be much better this year relative to last
year's performance. Despite the potential for melamine pricing to
retrench a bit in the second-half of this year, we see the
company's adjusted debt-to-EBITDA ratio easing to less than 4x by
the end of this year. This debt leverage level would be lower than
we would expect of companies with this rating and financial risk
profile, and so the financial policies of the sponsor ownership are
a key consideration. We would await more clarity regarding certain
issues before raising the ratings." These issues include the
company's plans to retain or replace Röhm, how long melamine
tariffs will remain in place, and whether it will receive dock
allision (sic, as the dock was stationary) insurance settlement
proceeds and apply those proceeds in a manner more beneficial to
debtholders or shareholders.
Liquidity is adequate.
The company's liquidity position has strengthened from what it was
at the same point last year. The company refinanced its asset-based
revolving facility in January 2022, upsizing the line by $35
million to $125 million and extending the maturity to January 2027.
S&P expects the company to generate over $50 million of free cash
flow this year.
S&P said, "The positive outlook reflects our view that there is a
one-in-three likelihood that we raise Cornerstone's ratings
modestly during the next year. The company's performance is likely
to remain satisfactory during the next 12 months while it
establishes a track record of continued deleveraging on its
trailing-12-month adjusted debt-to-EBITDA ratio. We would also look
to see the company resolve certain open items, including 1) finding
a replacement tenant on its site if it cannot reach a longer-term
arrangement with existing tenant Rohm, 2) gaining more clarity
regarding how long melamine tariffs (which have benefited the
company's competitive dynamics) will remain in place, and 3)
potentially reducing or eliminating the PIK preferred equity
tranche of its capital structure. A weighted average adjusted
debt-to-EBITDA ratio that is below 6x would be an indicator of
credit measures appropriate for a higher rating.
"Cornerstone continues to see solid pricing and volumes in key
product lines, and could recoup some dock allision-related
insurance proceeds later this year. In our base case, we expect
positive organic revenue growth in 2022 due to continued strength
in product volumes and pricing, along with effective cost
management despite fluctuating raw material prices. Our outlook
also reflects our view that Cornerstone's liquidity will remain
adequate, given the revolver refinancing earlier this year, as well
as via healthier free cash flow generation.
"We could revise the outlook to stable or lower the ratings if
Cornerstone's operating performance or financial policies result in
a high likelihood of its weighted average adjusted debt-to-EBITDA
ratio remaining within the 6x-8x range. Although we are not
forecasting a recession in our base-case scenario, we note that we
see a 20%-30% risk of recession, albeit less likely before 2023. If
this event occurs sooner than expected, it could pressure
Cornerstone's operating performance and constrain its liquidity,
which may precipitate a downgrade.
"We could raise the ratings by one notch if Cornerstone continues
to reduce its weighted average adjusted debt-to-EBITDA ratio to
consistently within or below the 6x-8x range. We would look for the
company to take steps to ensure that its production volumes,
operating profitability, cash flow generation, and financial
discipline are strong enough to warrant a modestly higher rating
despite the potential for softer economic conditions, customer
churn, and regulatory uncertainty regarding tariffs."
ESG credit indicators: E-3/S-2/G-3
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Cornerstone Chemical
Co., as primarily a commodity chemical producer of acrylonitrile,
melamine, and sulfuric acid. The asset-intensive nature of
commodity chemical production lends itself to scrutiny and
regulations related to carbon dioxide emissions, waste, and
pollution. Governance is moderately negative consideration. We view
financial sponsor-owned companies with highly leveraged financial
risk profiles as demonstrating corporate decision-making that
prioritizes the interests of the controlling owners, typically with
finite holding periods and a focus on maximizing shareholder
returns."
DDM LAND MANAGEMENT: Gets OK to Hire Agri Affiliates as Auctioneer
------------------------------------------------------------------
DDM Land Management, LLC, received approval from the U.S.
Bankruptcy Court for the District of Nebraska to hire Agri
Affiliates, Inc., an auction firm based in North Platte, Neb.
The Debtor requires the services of an auction firm in connection
with the sale by public auction of its real property and related
irrigation equipment.
Agri Affiliates will get a commission of 3.5 percent of the sales
price for the assets sold at auction, payable at closing.
Advertising costs and auction expenses are included in the
commission.
Tony Eggleston, an auctioneer at Agri Affiliates, disclosed in a
court filing that his firm neither represents nor holds any
interest adverse to the Debtor and its creditors.
Agri Affiliates can be reached at:
Tony Eggleston
Agri Affiliates, Inc.
401 Halligan Drive
North Platte, NE 69103-1166
Office Phone: 308-534-9240
Cell Phone: 308-530-6200
Email: tony@agriaffiliates.com
About DDM Land Management
DDM Land Management, LLC, a company in Amherst, Neb., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy (Bankr.
D. Neb. Case No. 22-40140) on Feb. 23, 2022, listing up to $10
million in both assets and liabilities. Donald L. Swanson serves as
Subchapter V trustee.
Judge Thomas L. Saladino oversees the case.
Stehlik Law Firm PC, LLO serves as the Debtor's legal counsel.
EASTSIDE DISTILLING: Borrows $3 Million From TQLA
-------------------------------------------------
Eastside Distilling, Inc. entered into a Secured Line of Credit
Promissory Note pursuant to which TQLA, LLC, a California limited
liability company, loaned $2,000,000 to the company. The note
provided Eastside a conditional right to borrow an additional $1
million from TQLA at any time prior to the maturity date of the
note.
On April 19, 2022, Eastside borrowed the additional $1 million,
thus increasing the principal amount of the note to $3,000,000.
The controlling owners of TQLA are Stephanie Kilkenny, who is a
member of the Board of Directors of Eastside, and her husband.
About Eastside Distilling
Headquartered in Portland, Oregon, Eastside Distilling, Inc. --
www.eastsidedistilling.com -- manufactures, acquires, blends,
bottles, imports, exports, markets, and sells a wide variety of
alcoholic beverages under recognized brands.
Eastside Distilling reported a net loss of $2.19 million for the
year ended Dec. 31, 2021, a net loss of $9.86 million for the year
ended Dec. 31, 2020, a net loss of $16.91 million for the year
ended Dec. 31, 2019, and a net loss of $9.05 million for the year
ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $33.56
million in total assets, $20.16 million in total liabilities, and
$13.40 million in total stockholders' equity.
EASTSIDE DISTILLING: Geoffrey Gwin Quits as Director
----------------------------------------------------
Geoffrey Gwin resigned from his position as a member of the Board
of Directors of Eastside Distilling, Inc. Mr. Gwin will continue
to serve Eastside as interim chief executive officer and as chief
financial officer.
About Eastside Distilling
Headquartered in Portland, Oregon, Eastside Distilling, Inc. --
www.eastsidedistilling.com -- manufactures, acquires, blends,
bottles, imports, exports, markets, and sells a wide variety of
alcoholic beverages under recognized brands.
Eastside Distilling reported a net loss of $2.19 million for the
year ended Dec. 31, 2021, a net loss of $9.86 million for the year
ended Dec. 31, 2020, a net loss of $16.91 million for the year
ended Dec. 31, 2019, and a net loss of $9.05 million for the year
ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $33.56
million in total assets, $20.16 million in total liabilities, and
$13.40 million in total stockholders' equity.
EVO TRANSPORTATION: A. Harp Quits as Controller, Accounting Officer
-------------------------------------------------------------------
Amy Harp notified EVO Transportation & Energy Services, Inc. that
she is resigning from her position as Controller and principal
accounting officer of the Company effective as of the close of
business on April 29, 2022. Eugene Putnam, the Company's chief
financial officer, will assume the additional role of the Company's
principal accounting officer upon Ms. Harp's separation from the
Company.
About EVO Transportation
Headquartered in Peoria, AZ, EVO Transportation & Energy Services,
Inc. is a transportation provider serving the United States Postal
Service ("USPS") and other customers. The Company believes it is
the second largest surface transportation company serving the USPS,
with a diversified fleet of tractors, straight trucks, and other
vehicles that currently operate on either diesel fuel or compressed
natural gas.
For the nine months ended Sept. 30, 2020, EVO Transportation
reported a net loss of $32.65 million. The Company reported a net
loss of $46.85 million for the year ended Dec. 31, 2020, compared
to a net loss of $32.71 million for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $142.32 million in total
assets, $201.42 million in total liabilities, $398,000 in series A
convertible preferred stock, $6.62 million in Series B redeemable
convertible preferred stock, $1.2 million in redeemable common
stock, and a total stockholders' deficit of $67.32 million.
EXCELL AUTO: Seeks Chapter 7 Bankruptcy Protection
--------------------------------------------------
Andrew Colton of Boca News Now reports that Excell Auto Group has
officially filed for Chapter 7 Bankruptcy protection, claiming that
it has between $0 and $50,000 in assets but owes between $10
million and $50 million to creditors.
The Excell Auto Group showroom at 1001 Clint Moore Road in Boca
Raton, normally full of high-end and exotic cars, remains empty.
That led customers, starting early last second week of April 2022,
to ask questions about cars they are owed, cars they sold but were
not paid for, and owners Scott Zankl and Kristen Zankl.
Scott Zankl told BocaNewsNow.com, in an exclusive interview, that
his "landlord" took the cars illegally as part of a civil dispute.
Attorneys for his landlord, however, denied the accusation and sued
Excell.
As we wrote in a Friday, report: "The landlord(s), identified as
"Auto Wholesale of Boca LLC, Ultimate Services LLC, and Moshe
Farache," claim in the lawsuit that Excell Auto is engaged in a
multimillion-dollar fraud where Excell sold cars "out of trust."
That means the dealership borrowed money to buy a car, then sold
the car, but didn't return the proceeds of the car back to the
lender.
Scott Zankl said there is no fraud and stated that he would prevail
in the lawsuit.
"The claims are false," said Zankl, exclusively to BocaNewsNow.com.
"I have bank statements. I am going to end up on top of this."
Zankl also denied rumors circulating Boca Raton and Delray Beach
that he had been arrested by federal agents investigating his
dealership.
"There was no raid, no federal agents," said Zankl. "This is not a
criminal thing. It's a dispute between me and my landlord."
At least one local law enforcement agency, however, says it has
received criminal complaints against Excell Auto Group.
The bankruptcy petition, which you can read below, was filed in
U.S. District Court for the Southern District of Florida. Kristen
Zankl is listed as "president" of Excell Auto Group and signed the
"voluntary petition for non-individuals filing for bankruptcy."
About Excell Auto Group Inc.
Excell Auto Group Inc. -- https://www.excellauto.com/ -- is an
exotic and used car dealer in Boca Raton, Florida.
Excell Auto Group sought Chapter 7 bankruptcy protection (Bankr.
S.D. Fla. Case No. 22-12790) on April 9, 2022. Excell Auto
estimated assets between between $0 and $50,000 and liabilities
between $10 million and $50 million.
The case is assigned to Honorable Judge Erik P Kimball.
Harry Winderman is the Debtor's counsel.
Nicole Testa Mehdipour is the court appointed Chapter 7 trustee.
* * *
The meeting of creditors is May 4, 2022.
FINBOMB SUSHI: Seeks to Hire R.B. & Company Inc. as Bookkeeper
--------------------------------------------------------------
Finbomb Sushi Burrito & Poke Bar LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to employ R.B. &
Company, Inc. as bookkeeper and tax preparer.
The firm will provide bookkeeping and accounting tax preparing
assistance, assist with payroll and tax return filings, prepare
monthly operating reports, cash flow and financial projections, and
other necessary services required.
The firm will will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Brent Muhlenberg, a president at R.B. & Company, Inc. disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Brent Muhlenberg
R.B. & Company, Inc.
731 N. Parawan Street
Henderson, NV 89015
Tel: (702) 360-5555
About Finbomb Sushi Burrito & Poke Bar LLC
Finbomb Sushi Burrito & Poke Bar, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev.
Case No. 22-50106) on March 3, 2022, listing as much as $500,000 in
both assets and liabilities. Brian Shapiro serves as the Subchapter
V trustee.
Jamie P. Dreher, Esq., and Bret Meich, Esq., at Downey Brand, LLP
are the Debtor's bankruptcy attorneys.
FLEX ELECTRICAL: Ends Up in Chapter 11 Bankruptcy
-------------------------------------------------
Flex Electrical Group, LLC, filed for chapter 11 protection without
stating a reason.
According to court filings, Flex Electrical 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 18, 2022 at 1:00 P.M.
About Flex Electrical Group
Flex Electrical Group LLC filed a petition under Chapter 11
Subchapter V of the Bankruptcy Code (Bankr. D.N.J. Case No.
22-12958) on April 11, 2022. In the petitioin filed by Felix
Camacho, as member, Flex Electrical Group LLC listed estimated
assets between $100,000 and $500,000 and estimated liabilities
between $1 million and $1 million. David L. Stevens, of Scura,
Wigfield, Heyer & Stevens & Cammarota, LLP, is the Debtor's
counsel.
FSO JONES LLC: Seeks to Hire Kirkland & Ellis LLP as Counsel
------------------------------------------------------------
FSO Jones, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ
Kirkland & Ellis LLP and Kirkland & Ellis International LLP as
counsel.
The firm's services include:
a. advising the Debtors with respect to their powers and duties
as debtors in possession in the continued management and operation
of their businesses and properties;
b. advising and consulting on the conduct of these chapter 11
cases, including all of the legal and administrative requirements
of operating in chapter 11;
c. attending meetings and negotiating with representatives of
creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;
e. preparing pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estates;
f. representing the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;
g. advising the Debtors in connection with any potential sale of
assets;
h. appearing before the Court and any appellate courts to
represent the interests of the Debtors' estates;
i. advising the Debtors regarding tax matters;
j. taking any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto; and
k. performing all other necessary legal services for the Debtors
in connection with the prosecution of these chapter 11 cases,
including: (i) analyzing the Debtors' leases and contracts and the
assumption and assignment or rejection thereof; (ii) analyzing the
validity of liens against the Debtors' assets; and (iii) advising
the Debtors on corporate and litigation matters.
The firm will be paid at these rates:
Partners $1,135 to 1,995 per hour
Of Counsel $805 to $1,845 per hour
Associates $650 to $1,245 per hour
Paraprofessionals $265 to $495 per hour
On February 23, 2022, the Debtors' non-Debtor indirect parent, STX
Filmworks, Inc. paid the firm a retainer of $300,000. Prior to the
Petition Date for Debtor Migration Productions I LA, LLC, STX
Filmworks paid the firm additional advance payment retainer
totaling $600,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: 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 postpetition,
explain the difference and the reasons for the
difference.
Response: The firm represented the Debtors during the twelve-
month period before the Petition Date, with the
hourly rates of $1,080 to $1,895 for Partners, $625
to $1,845 for Of Counsel, $625 to $1,195 for
Associates, and $255 to $475 for Paraprofessionals.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes, for the period from the Petition Date through
June 30, 2022.
Chad J. Husnick, Esq., president of Chad J. Husnick, P.C., a
partner of the law firm of Kirkland & Ellis LLP, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Chad J. Husnick, Esq.
Chad J. Husnick, P.C.
Kirkland & Ellis LLP
Kirkland & Ellis International, LLP
300 North LaSalle Street
Chicago, IL 60654
Tel: (312) 862-2009
Email: chad.husnick@kirkland.com
About FSO Jones, LLC
FSO Jones, LLC is a global entertainment company that acquires,
co-produces anddistributes films, digital content and music across
multiple formats such as theatrical,television and OTT digital
media streaming to consumers.
FSO Jones LLC sought Chapter 11 bankruptcy protection (Bankr. E.D.
La. Case No. 22-10196) on Feb. 28, 2022. In the petition filed by
Noah Fogelson, EVP and general counsel, FSO Jones listed estimated
assets between $10 million and $50 million and estimated
liabilities between $100 million and $500 million.
The case is handled by Honorable Judge Meredith S. Grabill.
KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS INTERNATIONAL LLP, and
HELLER, DRAPER & HORN, LLC serve as counsel to the Debtors.
FUEL DOCTOR: Incurs $18K Net Loss in 2021
-----------------------------------------
Fuel Doctor Holdings, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$17,537 on zero revenue for the year ended Dec. 31, 2021, compared
to net income of $5,764 on zero revenue for the year ended Dec. 31,
2020.
The Company reported zero asset, $18,857 in total liabilities, and
a total stockholders' deficit of $18,857 as of Dec. 31, 2021.
Garden City, New York-based Liebman Goldberg & Hymowitz, LLP, the
Company's auditor since Feb. 8, 2022, issued a "going concern"
qualification in its report dated April 18, 2022, citing that the
Company anticipates that during 2022, it will not have sufficient
capital. Furthermore, the Company's losses from operations and
working capital deficiency raises substantial doubt about its
ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1459188/000101738622000159/fdoc_2021dec31-10k.htm
About Fuel Doctor
Tel Aviv, Israel-based Fuel Doctor Holdings, Inc., is currently
attempting to locate and negotiate with eligible portfolio
companies to acquire an interest in them. In addition to acquiring
an interest in them, the Company intends to assist these portfolio
companies with raising capital and offer them substantial
managerial assistance needed to succeed.
GCG HOLDINGS: S&P Assigns 'B+' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to GCG
Holdings LLC.
S&P said, "We also assigned our 'B+' issue-level rating and '3'
recovery rating to the company's proposed $100 million revolving
credit facility, $200 million term loan A, and $450 million term
loan B.
"The stable outlook reflects our expectation that GCG will sustain
adjusted leverage in the high-2x area through 2023, absent
leveraging acquisitions or additional leveraging shareholder
distributions.
The 'B+' issuer credit rating primarily reflects GCG's small size,
significant supplier and customer concentration, and narrow focus
in the Oklahoma electronic gaming machine (EGM) market. These
factors are only partly offset by the company's good market
position in the Class III Oklahoma market, exclusivity agreements
with large Class III machine suppliers, above-average
profitability, and significant free operating cash flow (FOCF)
generation. The rating also reflects our expectation that the
company will engage in debt-financed acquisitions and shareholder
returns over time as it expands to regional gaming markets outside
of Oklahoma, but S&P believes management's financial policy is
aligned with keeping leverage below 5x.
GCG is an established player in the Oklahoma EGM market with modest
barriers to entry. The company has a 55% share of the class III
installed base and 30% share of the total installed base in
Oklahoma, the second-largest tribal gaming market by machine count
and third largest by revenue. GCG is the exclusive distributor of
Scientific Games Corp. (doing business as Light & Wonder),
International Game Technology PLC, and Sega Sammy (not rated) in
Oklahoma and has signed a non-exclusive distribution agreement with
Aristocrat Leisure Ltd. The exclusive agreements mitigate the risk
of these EGM manufacturers selling or leasing their machines to
casinos directly. GCG also has long-term relationships with
customers, with 80% of revenue from leases that expire in four or
more years. This results in higher predictability of revenue.
Nevertheless, GCG has significant customer and supplier
concentration. The company generates over half of its revenue from
its two largest suppliers, and its two largest customers make up
about two-thirds of its installed base.
S&P said, "We believe GCG will continue to generate above-average
EBITDA margins and good free cash flow. GCG's business model is
less capital intensive than equipment manufacturers because it
purchases machines directly from these manufacturers to lease to
customers. This requires significant levels of capital spending as
a percent of revenue but eliminates manufacturing and research and
development costs and the risks associated with developing
successful new game content and machines. Given the franchise-like
nature of its revenue model and limited expenses aside from capital
expenditures (capex), GCG benefits from high cash flow conversion
relative to its peers. We expect EBITDA margins to be in the
low-80% area and annual FOCF of about $100 million to $120 million
in 2022 and 2023."
GCG is vulnerable to operating volatility given its revenue and
EBITDA concentration in Oklahoma. Given that the company's
operations are concentrated in Oklahoma, GCG lacks material
geographic diversity, which heightens its vulnerability to adverse
regional events, weather risk, regional economic weakness, or
changes in the competitive landscape and could result in
significant EBITDA volatility and liquidity stress. S&P said, "We
also believe the U.S. gaming industry will no longer benefit from
tailwinds such as the limited availability of alternate
entertainment and travel options or government stimulus packages.
Given inflationary pressures, including higher gas prices, we
believe consumers could reduce visits to and spending at casinos."
S&P said, "Furthermore, we believe that, longer term, GCG is
vulnerable to changes in the regulatory environment, particularly
the expansion of gaming in large metropolitan areas in Texas, which
are currently served by GCG locations. We believe this could erode
GCG's competitive position and cash flow. Nevertheless, we believe
legislation legalizing casinos in Texas is unlikely, at least over
the near term.
"We expect the company will have relatively low S&P Global
Ratings-adjusted leverage, but it may pursue leveraging
acquisitions to expand its installed base outside of Oklahoma.
"The buyout will increase the company's debt burden and will push
leverage up to about 3.3x pro forma for the transaction financing.
We expect S&P Global Ratings-adjusted leverage will decrease to
about 3x in 2022 and the high-2x area in 2023. Higher EBITDA from
net revenue growth from continued growth in GCG's installed base
and win-per-unit should allow the company to generate good FOCF
despite its higher interest burden. However, we believe the company
is likely to pursue leveraging acquisitions to expand its installed
base in other gaming jurisdictions over time.
"The stable outlook reflects our forecast for EBITDA generation to
support adjusted leverage in the high-2x area through 2023, absent
leveraging acquisitions or additional leveraging shareholder
distributions.
"We could consider lowering the ratings if we expected adjusted
leverage to be sustained closer to 5x. Given the significant
cushion, we expect GCG to have relative to our downgrade threshold,
we believe this would most likely occur if the company pursued
materially leveraging acquisitions or if returns to shareholders
were significantly higher than we are forecasting. It could also
occur because of significantly weaker-than-anticipated operating
performance stemming from economic or competitive pressures coupled
with leveraging transactions.
"We are unlikely to raise the rating over the next year given our
expectation that GCG could pursue leveraging transactions,
including acquisitions to expand its machine footprint outside of
Oklahoma or additional shareholder distributions. We could raise
the ratings if we expect GCG to sustain adjusted leverage closer to
3x (incorporating acquisitions, shareholder returns, potential
operating volatility, and capital spending) and we believed that
level of leverage was aligned with GCG's financial policy. We could
also consider rating upside if future acquisitions materially
improved the company's geographic diversity and scale."
ESG credit indicators: E-2, S-3, G-2
Social factors are a moderately negative consideration in our
credit rating analysis of GCG. Widespread casino closures during
the pandemic materially affected EBITDA, which declined by about
15% in fiscal 2020. While operating performance has since recovered
as in other regional casino markets, safety and health scares
remain an ongoing risk. In addition, other social factors that are
a moderately negative consideration in our credit rating analysis
include regulatory risks because GCG is subject to high regulation
under the jurisdictions where it operates.
GIP II BLUE: S&P Affirms 'BB-' ICR on Debt Prepayment
-----------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on GIP
II Blue Holding L.P. (HoldCo) and its 'BB-' issue-level rating and
'3' recovery rating on the company's $750 million senior secured
term loan B. The '3' recovery rating indicates its expectation of
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a payment default. The outlook is stable.
The stable outlook reflects S&P's expectation that Hess Midstream
L.P. (HESM) will increase its distributions at least 5% annually,
which will lead HoldCo to sustain a leverage ratio between 3x and
3.25x and an EBITDA interest coverage ratio above 5x in 2022.
HoldCo participated in the public offering of HESM class A shares.
HoldCo received $346 million and used a portion of the proceeds to
prepay $73 million on its term loan, improving its debt ratio.
S&P said, "Our 'BB-' issuer credit rating on HoldCo reflects its
credit quality relative to that of HESM. HoldCo relies exclusively
on distributions from HESM to service its term loan because it has
no substantive assets other than its equity interest in HESM.
Therefore, we rate HoldCo under our noncontrolling equity interest
criteria. Because of this, the rating incorporates our view of the
company's cash flow stability, corporate and governance policy,
financial ratios, and its ability to liquidate its investment in
HESM to repay its senior secured term loan.
"We expect the company to receive steadily rising distributions
from HESM over the life of the term loan. HESM's cash flows and
contract profile are above average among its midstream energy
peers. Its cash flows are largely fee-based and highly stable with
limited direct commodity price exposure. In addition, minimum
volume commitments (MVCs), which we forecast will account for
approximately 95% of its revenue through 2022 followed by continued
organic growth through 2024, support most of its cash flows. These
MVCs, set on a three-year rolling basis, provide HESM with base
cash flow through various commodity cycles. The company's fees are
redetermined annually to achieve its contractual return on capital
deployed and escalate each year at the same rate as the U.S.
Consumer Price Index. We forecast that HESM will receive
practically all of its revenue from Hess Corp., which we rate
investment grade. Despite an above-average contract profile, HESM
lacks geographic diversity because its assets are concentrated in
the Bakken shale, which features a higher break-even drilling cost
than other regions, such as the Permian Basin.
"We believe HoldCo has substantial governance rights over HESM
given its shared control of the partnership. On its own, Global
Infrastructure Partners (GIP)--through its ownership of
HoldCo--does not control HESM. But we believe the 50/50 structure
and shared control with Hess incentivizes HESM to distribute all
available cash to its sponsors and public unitholders quarterly. We
anticipate the strong contractual agreements with Hess will enable
it to generate surplus free operating cash, which we believe will
further increase its distribution. Any change to the partnership's
distribution policy would require GIP's approval. Hess controls
HESM's day-to-day operations, though certain actions require GIP's
approval through its ownership of HoldCo. These include, but are
not limited to, changes to its distribution policy, the
modification or termination of its commercial agreements with Hess,
issuing debt or equity securities, and approving a reorganization,
consolidation, or merger. We expect HESM to target a distribution
coverage ratio of at least 1.4x over the long term. While this is
not as robust as certain midstream energy peers', the company has
increased distributions annually since its inception and has not
cut distribution like some of its competitors. These factors
support our positive cash flow stability assessment.
"We forecast HoldCo will achieve S&P Global Ratings-adjusted debt
to EBITDA between 3x and 3.25x and EBITDA interest coverage above
5x in 2022. After debt prepayment, it has an outstanding term loan
balance of approximately $673 million. Although our forecast for
annual EBITDA has declined due to fewer outstanding units held by
HoldCo, the prepayment has accelerated an improvement in credit
measures. The senior secured term loan has an excess cash flow
sweep holiday through the first half of 2022. It is then subject to
an excess cash flow sweep of 50% when leverage is above 3.5x and
25% when leverage is above 2.5x through the end of 2024, stepping
up to 75% when leverage is above 3.5x, 50% when leverage is above
2.5x, and 25% when leverage is above 1.5x thereafter. These terms
improve total leverage to below 3x in 2023. We expect HESM to
increase its annual distribution at least 5% through 2024. Given
the 1% mandatory amortization, excess cash sweeps, and forecast
increase in its distributions, we expect leverage to be between
2.75x and 3x by year-end 2023. This leads us to assess its
financial ratios as neutral.
"At its price, HoldCo could sell its entire stake in HESM and repay
its total debt by over 4x. That said, we do not believe there is a
relatively deep market for the HESM units. Year to date, the
average daily trading volume for HESM units is approximately
274,000. Given HoldCo's material stake in HESM, we believe its
attempt to monetize its large stake would depress the price of the
partnership's units. Therefore, the lack of a deep market indicates
it would take considerable time for HoldCo to liquidate its
ownership without decreasing HESM's unit price. We do not expect
HoldCo to sell its stake in HESM in the near term and assess its
ability to liquidate its investments as negative.
"The stable outlook on HoldCo reflects our expectation that debt to
EBITDA will be between 3x and 3.25x and the EBITDA interest
coverage ratio will be above 5x in 2022. We also expect HESM to
continue to increase distributions at least 5% annually."
S&P could lower its rating on HoldCo if:
-- Its leverage ratio deteriorated above 4x; or
-- HESM's credit quality deteriorated such that its leverage was
sustained above 4x.
S&P said, "Higher ratings are unlikely due to our view that its
debt is structurally subordinated to HESM. We would consider a
positive rating action only if we raised our ratings on HESM. We
could do that if it significantly improved its scale and diversity
while maintaining adjusted leverage below 3.5x."
ESG credit indicators: E-3, S-2, G-2
Environmental factors are a moderately negative consideration in
S&P's credit rating analysis of HoldCo. As a minority owner of HESM
and no other tangible assets, HoldCo's environmental credit
indicator reflects that for HESM. Volumes and utilization of HESM
assets could decline if Hess reduces drilling and production as
part of the energy transition.
GWG HOLDINGS: Menzer & Hill Files FINRA Claims v. Brokerage Firms
-----------------------------------------------------------------
The Securities Law Firm of Menzer & Hill, P.A. on April 20
disclosed that it continues to file FINRA arbitration claims
against those brokerage firms that sold GWG L Bonds to their
clients.
As expected, GWG Holdings Inc. and two of its subsidiaries, filed
voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the
Southern District of Texas. The two subsidiaries that are debtors
in the Chapter 11 cases are GWG Life LLC and GWG Life USA LLC.
Menzer & Hill -- http://www.menzerhill.com-- has represented
hundreds of clients that lost significant lifesavings in non-traded
REITs, and many of these same investors, were also sold GWG L
Bonds. The truth of the matter is GWG L Bonds should have never
been sold to any investor unless they were interested in, high-risk
and speculation. These alternative products are continually sold to
investors, because of the outrageous fees and commissions the
broker and broker-dealer receives.
Fortunately, those investors that purchased L Bonds or non-traded
REITs, may be able to recover their losses through the FINRA
arbitration process. Under FINRA rules and regulations,
broker-dealers are required to conduct proper due-diligence before
recommending such investments to their clients. Furthermore,
broker-dealers are required to properly disclose all the risks
related to such investments, as L Bonds along with non-traded REITs
are extremely risky investments to begin with and are unsuitable
for most investors.
About GWG Holdings Inc.
Headquartered in Dallas Texas, GWG Holdings, Inc., conducts its
life insurance secondary market business through a wholly-owned
subsidiary, GWG Life, LLC and GWG Life's wholly-owned
subsidiaries.
GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 22-90032) on April 20, 2022.
In the petition filed by Murray Holland, as president and chief
executive officer, GWG Holdings estimated assets between $1 billion
and $10 billion and estimated liabilities between $1 billion and
$10 billion.
The case is assigned to Honorable Bankruptcy Judge Marvin Isgur.
Charles Stephen Kelley, of Mayer Brown LLP, is the Debtor's
counsel.
GWG HOLDINGS: Sommerman Calls for Coalition for Bondholders
-----------------------------------------------------------
Dallas-based GWG Holdings, Inc., a nationwide marketer of financial
products and investments, and two affiliated entities filed for
bankruptcy protection on April 20 in the Southern District of
Texas. Meanwhile, the company's previous business practices and
sales tactics remain under investigation by the U.S. Securities and
Exchange Commission.
Recognizing the need to protect the interests of all bondholders,
attorneys with Sommerman, McCaffity, Quesada & Geisler in Dallas
are calling for the creation of a coalition of willing law firms,
investors and bondholders to form a united front for the bankruptcy
proceedings.
"GWG Holdings filed a bankruptcy and failed to provide disclosure
concerning any specifics regarding holders of L Bonds," says firm
partner Sean McCaffity. "We believe that more than $1.3 billion in
bonds are currently being held by thousands of individual investors
who may have viable claims against GWG and its management. It is
essential that we form an investor-focused committee tasked with
looking out for their interests in this case."
The firm believes that it is essential that either an ad hoc
committee of claimants or an unsecured creditors committee with
bondholder representation be appointed or authorized to act as a
watchdog in the bankruptcy proceedings to assure that financial
losses are investigated and claims pursued where necessary and
feasible.
"The holders of L Bond notes may have claims against GWG and its
affiliated entities that could be impacted or otherwise adversely
affected in the bankruptcy case, and we need to have a coordinated
response," says Mr. McCaffity.
Sommerman, McCaffity, Quesada & Geisler has a distinguished
reputation for knowledgeable and assertive legal representation in
complex commercial litigation involving business fraud, audit
malpractice, director and officer liability, and fraudulent
transfers.
To assist individual bondholders who may have questions about the
latest developments, the firm has established a dedicated website
with additional background, regular updates, and other information
at http://www.gwglawsuit.com/
About GWG Holdings Inc.
Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH),
conducts its life insurance secondary market business through a
wholly-owned subsidiary, GWG Life, LLC and GWG Life's wholly-owned
subsidiaries.
GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 22-90032) on April 20, 2022.
In the petition filed by Murray Holland, as president and chief
executive officer, GWG Holdings estimated assets between $1 billion
and $10 billion and estimated liabilities between $1 billion and
$10 billion.
The case is assigned to Honorable Bankruptcy Judge Marvin Isgur.
Charles Stephen Kelley, of Mayer Brown LLP, is the Debtor's
counsel.
HOME DEALS: Taps North Star Realty to Sell Arundel Property
-----------------------------------------------------------
Home Deals of Maine, LLC, received approval from the U.S.
Bankruptcy Court for the District of Maine to hire North Star
Realty to sell its real property located at 93 Proctor Road,
Arundel, Maine.
Tyra-Marie Mitchell, the firm's broker who will be providing the
services, will receive a commission of 3 percent on the agreed sale
price of $256,772.92.
In a court filing, Ms. Mitchell disclosed that she is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
North Star Realty can be reached at:
Tyra-Marie Mitchell
North Star Realty
Suite 400, 6000 Poplar Avenue
Memphis, TN 38119
Tel: 901-525-1322
Fax: 901-525-2389
Email: mcoury@glankler.com
About Home Deals of Maine
Home Deals of Maine, LLC, a company in Waterville, Maine, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. D. Maine Case No. 21-10267) on Oct. 6, 2021, listing
$3,147,975 in assets and $1,650,258 in liabilities. Jeffrey T.
Piampiano, Esq., serves as Subchapter V trustee.
Judge Peter G. Cary oversees the case.
The Debtor tapped James F. Molleur, Esq., at Molleur Law Office as
bankruptcy counsel and Murray, Plumb & Murray as special counsel.
HOMELIBERTY INC: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------
HomeLiberty Inc. filed for chapter 11 protection in the District of
Minnesota.
According to court filings, HomeLiberty Inc. estimates between 1
amd 49 unsecured creditors, including Catherine Ann Ching, Pacific
Private Money Inc., and Gail Meehan1. The petition states that
funds will be available to unsecured creditors.
About HomeLiberty Inc.
HomeLiberty Inc. -- https://www.home-liberty.com/aboutus.html -- is
a company that provides financial products to qualified homeowners
with severe negative equity.
HomeLiberty, Inc. sought Chapter 11 protection (Bankr. D. Min. Case
No. 22-30548) on April 12, 2022. In the petition filed by Patricia
Hanratty, as chief executive officer (CEO), HomeLiberty Inc. listed
estimated assets between $1 million and $10 mllion and estimated
liabilities between $1 million and $10 million.
The case is assigned to Honorable Judge Kesha L Tanabe.
Steven B Nosek, of Steven Nosek PA, is the Debtor's counsel.
I/O MARINE SYSTEMS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
I/O Marine Systems, Inc., filed a bare-bones Chapter 11 petition.
According to court filings, I/O Marine Systems Inc. estimates
between 1 and 49 unsecured creditor, including National Oil
Corporation, Houstong NFL Holdings LP, and the Government of
Barbados. The petition states that funds will be available to
unsecured creditors.
I/O Marine Systems is an affiliate of ION Geophysical Corporation
(Bankr. S.D. Tex. Lead Case No. 22-30987).
About I/O Marine Systems Inc.
I/O Marine Systems Inc. -- http://www.longeo.com/-- is a leading
provider of technology-driver solutions for the global gas and oil
industry.
I/O Marine Systems sought Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 22-90029) on April 13, 2022. In the petition
filed by Mike Morrison, as authorized signatory, I/O Marine Systems
estimated assets between $10 million and $50 million and
liabilities between $1 million and $10 million.
The case is assigned to the Honorable Bankruptcy Judge Marvin
Isgur.
Katherine A Preston, of Winston Strawn LLP, is the Debtor's
counsel.
INFOW LLC: 3 Alex Jones Entities File for Chapter 11
----------------------------------------------------
The New York Times reports that InfoW LLC, IWHealth, LLC and Prison
Planet TV, LLC, three companies affiliated with the far-right
broadcaster and conspiracy theorist Alex Jones, filed for Chapter
11 protection on Sunday in U.S. Bankruptcy Court for the Southern
District of Texas, according to court documents.
Infowars is facing multiple defamation lawsuits from families of
victims of the 2012 Sandy Hook school shooting, which Mr. Jones has
claimed was a hoax. Two other companies connected to Mr. Jones,
IWHealth and Prison Planet TV, also filed for bankruptcy protection
on Sunday, April 17, 2022.
Last September 2021, Mr. Jones lost two defamation lawsuits filed
in Texas by victims’ families because he failed to provide
requested information to the court. Months later, in a case
representing the families of eight others killed in the shooting, a
Connecticut judge ruled that Mr. Jones was liable by default
because he had refused to turn over documents ordered by the
courts, including financial records. The rulings delivered sweeping
victories to the families.
Mr. Jones for years spread bogus theories that the shooting that
killed 20 first graders and six educators in Newtown, Conn., was
part of a government-led plot to confiscate Americans’ firearms
and that the victims’ families were actors in the scheme.
Because of the falsehoods, families of the victims have found
themselves routinely accosted by those who believe those false
claims. Among those are the parents of Noah Pozner, who have moved
nearly 10 times since the shooting, and live in hiding.
The Sandy Hook families maintain that Mr. Jones profited from
spreading lies about their relatives' murders. Mr. Jones has
disputed that, while for years failing to produce sufficient
records to bolster his claims.
Last March 2022, a Connecticut judge found the radio host in
contempt for failing to sit for a deposition and ordered that he be
fined $25,000 for the first weekday he fails to appear for
testimony, with the fine rising by $25,000 every day thereafter
that he did not appear.
In trials scheduled to begin this month in Texas, juries will
determine how much Mr. Jones must pay the families in damages. The
Connecticut case is the last scheduled trial, set to begin on Sept.
1m 2022.
In its court filings, Infowars said that it had up to 49 creditors,
as much as $50,000 in estimated assets and up to $10 million in
estimated liabilities. The two other companies said they also had
up to 49 creditors, with IWHealth stating it had up to $1 million
in assets while Prison Planet TV said it had up to $50,000.
Filing for Chapter 11 protection allows a corporation or
partnership to reorganize, according to the government. The
business may propose a plan to keep running and to pay creditors
over a period of time.
About InfoW LLC
InfoW LLC, also known as InfoWars, is an American far-right
conspiracy theory and fake news website that is owned by Alex
Jones.
InfoW LLC sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex.
Case No. 22-60020) on April 18, 2022 together with affiliates,
IWHealth, LLC and Prison Planet TV LLC. In the petition filed by W.
Marc Scwartz, as chief restructuring officer, InfoW LLC listed
estimated assets between $0 and $50,000 and estimated liabilities
between $1 million and $10 million.
The case is assigned to Honorable Bankruptcy Judge Christopher M.
Lopez.
Kyung Shik Lee, of Parkins Lee & Rubio LLP, is the Debtor's
counsel.
INFOW LLC: Hook Victims Push to Throw Jones' Bankruptcy Claims
--------------------------------------------------------------
Davis Dunavin of WBUR reports that families of victims of the Sandy
Hook Elementary School shooting want conspiracy theorist Alex
Jones's bankruptcy claim thrown out of court. The claim has also
drawn scrutiny from the U.S. Department of Justice.
The federal U.S. Trustee Program, which oversees bankruptcy claims,
said the cases may be an abuse of the bankruptcy system.
The families say Jones filed bankruptcy to delay trials against him
in Connecticut and Texas, where he lives.
Jones claimed the shooting was a hoax on his online show Infowars.
The families won defamation suits by default against Jones last
2021. Trials are being set for how much he should pay in damages.
In court filings, Infowars listed its assets as less than $50,000
and its liabilities from $1 to $10 million.
Jones now says the shooting did happen.
About InfoW LLC
InfoW LLC, also known as InfoWars, is an American far-right
conspiracy theory and fake news website that is owned by Alex
Jones. It is a lessor of nonfinancial intangible assets.
InfoW LLC sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex.
Case No. 22-60020) on April 18, 2022 together with affiliates,
IWHealth, LLC and Prison Planet TV LLC. In the petition filed by
W. Marc Scwartz, as chief restructuring officer, InfoW LLC listed
estimated assets between $0 and $50,000 and estimated liabilities
between $1 million and $10 million.
The case is assigned to Honorable Bankruptcy Judge Christopher M.
Lopez.
Kyung Shik Lee, of Parkins Lee & Rubio LLP, is the Debtor's
counsel.
J.C. PENNEY: Owners Offer $8.6 Billion to Buy Kohl's Corp.
----------------------------------------------------------
Jonathan Roeder of Bloomberg News reports that Simon Property Group
and Brookfield Asset Management are offering to acquire retailer
Kohl's Corp. in a deal that would be worth more than $8.6 billion,
according to a report in the New York Post.
Simon and Brookfield, which bought rival department-store chain
JCPenney out of bankruptcy, have offered $68 a share, according to
people with knowledge of the talks who the Post didn't identify.
Shares of Kohl's jumped as much as 4.5% on the news. Simon Property
stock fell 1.5% and Brookfield shares fell 0.9%. A Kohl's
spokesperson and an outside spokesperson for JCPenney didn't
immediately return messages seeking comment.
About J.C. Penney Co. Inc.
J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an
apparel and home retailer, offering merchandise from an extensive
portfolio of private, exclusive, and national brands at over 850
stores and online. It sells clothing for women, men, juniors, kids,
and babies.
On May 15, 2020, J.C. Penney entered into a restructuring support
agreement with lenders holding 70% of its first lien debt. The RSA
contemplates agreed-upon terms for a pre-arranged financial
restructuring plan that is expected to reduce several billion
dollars of indebtedness.
To implement the plan, J.C. Penney and its affiliates on May 15,
2020, filed voluntary petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-20182). At the time of the filing, J.C. Penney disclosed assets
of between $1 billion and $10 billion and liabilities of the same
range.
Judge David R. Jones oversaw the cases.
The Debtors tapped Kirkland & Ellis and Jackson Walker, LLP as
legal counsel; Katten Muchin Rosenman, LLP as special counsel;
Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as
restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk
is the claims agent, maintaining the page
http://cases.primeclerk.com/JCPenney
The committee of unsecured creditors retained Cole Schotz, P.C.,
and Cooley, LLP.
* * *
J.C. Penney in November 2020 won approval to sell substantially all
of its retail and operating assets ("OpCo") to a group formed by
landlords Brookfield Asset Management, Inc. and Simon Property
Group and senior lenders through a combination of cash and new term
loan debt.
Paul, Weiss, Rifkind, Wharton & Garrison LLP was the legal counsel,
and BRG Capital Advisors, LLC, served as financial adviser to Simon
and Brookfield.
JONES SODA: Signs LOI to Merge With Simply Better Brands
--------------------------------------------------------
Simply Better Brands Corp. and Jones Soda Co. executed a binding
letter of intent pursuant to which the companies will complete an
arm's length business combination by SBBC's acquisition of all of
the issued and outstanding common shares of Jones, the iconic craft
soda company which has recently added to their product line-up
cannabis-derived food and beverages. The combination of SBBC and
Jones, two rapidly growing companies, is expected to increase
shareholder value through operational synergies and accelerated
sales growth in three global verticals:
* Food and Beverage - Jones Soda and TRUBAR
* Plant-Based Wellness - CBD and THC - PureKana, Seventh Sense,
Herve, Mirage and Mary Jones
* Health and Beauty - No B.S. Skincare
Kathy Casey, CEO of SBBC said, "Our growth model remains
consistent: acquire and build emerging Gen Z and Millennial
brands in the wellness space through category, channel and
geographic expansion. We see joining forces with Jones as an
incredible fit due to a common wellness mission, consumer cohort,
and leadership approach. Our previous acquisitions of PureKana,
TRUBAR and No BS brands have yielded tremendous opportunities to
fuel our growth and we are thrilled to have the opportunity for the
iconic Jones brand to join our expanding portfolio. We believe
that in addition to solving consumer problems in the wellness
place, this latest move will be fundamental to driving
shareholder value."
With this proposed business combination, it is believed that
opportunities will exist for commercial, functional and financial
synergies to address all three market verticals including
leveraging Jones' distribution network and SBBC's direct to
consumer strengths and its key brick and mortar customer
relationships.
Mark Murray, CEO of Jones said, "We are very excited to be bringing
together the two companies to further accelerate top line growth
and bottom line improvements. For Jones, this combination will
deliver diversification to our core business. We are bringing
together not only strong consumer brands but also two strong
management teams that we believe will deliver growth and
operational synergies."
Transaction Summary
Pursuant to the Transaction, SBBC will purchase 100% of the issued
and outstanding common shares of Jones at a deemed value of US$0.75
per Jones Share, payable in fully paid and non-assessable common
shares of SBBC based on a price per SBBC Share equal to US$3.65.
In addition, SBBC will assume all outstanding debt of Jones and
exchange any dilutive securities of Jones for materially similar
securities of SBBC based on an implied ratio of 0.20548 SBBC Shares
for each one (1) Jones Share held, with the aggregate value being
of the Transaction being approximately US$98,902,257 on a
fully-diluted basis. The Transaction, Transaction Value and price
of the Share Consideration will be subject all relevant polices,
rules and approvals of the TSX Venture Exchange or such other
recognized stock exchange upon which the Share Consideration
is listed for trading. The Share Consideration represents a premium
of US$0.39 to Jones shareholders based on the closing price of each
company as of the market close on April 14, 2022.
The Transaction is subject to a number of terms and conditions,
including, but not limited to, the parties entering into a
definitive agreement with respect to the Transaction on or before
June 30, 2022 (such agreement to include representations,
warranties, conditions and covenants typical for a transaction of
this nature), mutually favourable tax and corporate structuring,
the approval by shareholders in Simply Better Brands and Jones, and
the approval of the TSXV or such other recognized stock exchange as
the SBBC Shares may become listed after completion of the
Transaction, and if applicable, disinterested shareholder approval.
Where applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the Transaction will be completed as proposed or at all. Trading
in the securities of SBBC and Jones should be considered highly
speculative.
Name Change
Upon completion of the Transaction, Simply Better Brands intends to
change its name to "Jones Soda" or some derivation thereof and a
new trading symbol may be chosen by SBBC.
Board of Directors
Upon completion of the Transaction, the senior executive team and
the Board of Directors of the combined company will draw from the
extensive experience and expertise of both companies. It is
proposed that the Board of Directors, subject to SBBC approving the
proposed nominees and such nominees complying with applicable
corporate laws and stock exchange rules in connection with such
appointment, will be as follows:
* Paul Norman, Chairman
* Mark Murray
* Alex Spiro
* Jamie Colbourne
* Clive Sirkin
* Chad Bronstein
* Plus an additional director to be nominated by Simply Better
Brands
Due Diligence
In order to advance the Transaction to the point where a Definitive
Agreement can be negotiated, each of the parties will conduct
customary due diligence on the other party and following completion
of satisfactory due diligence reviews, the parties expect to
negotiate and execute a Definitive Agreement on or before June 30,
2022.
Transaction Structure and Definitive Agreement
The proposed Transaction will be set out in mutually acceptable,
negotiated, definitive transaction agreements, including the
Definitive Agreement with Jones, voting and support agreements with
all officers, directors and insiders of Jones, including any
shareholder holding in excess of 5% of the issued and outstanding
Jones Shares, and voting support agreements including any
shareholder holding in excess of 15% of the issued and outstanding
SBBC Shares. The Definitive Agreement will include customary
provisions for a transaction of this nature including
representations and warranties, covenants, deal protections and
conditions to closing, including fiduciary-out provisions,
covenants not to solicit other acquisition proposals and the right
to match any superior proposal and a termination fee as a result of
either party accepting a superior proposal.
Upon completion of the Transaction, Jones's Shares will be
de-listed from the Canadian Securities Exchange and it is expected
that Simply Better Brands will apply to cause Jones to cease being
a reporting issuer under applicable Canadian securities laws. No
finder's fee or commission will be payable in connection with the
Transaction.
Shareholder Meeting
Approval for the Transaction, if necessary, will be sought from the
shareholders of Simply Better Brands and Jones on a date to be
determined.
About Jones Soda
Headquartered in Seattle, WA, Jones Soda Co. -- www.jonessoda.com
-- develops, produces, markets and distributes premium beverages
primarily in the United States and Canada through its network of
independent distributors and directly to its national and regional
retail accounts. The Company also sells products in select
international markets. The Company's products are sold in grocery
stores, convenience and gas stores, on fountain in restaurants, "up
and down the street" in independent accounts such as delicatessens,
sandwich shops and burger restaurants, as well as through its
national accounts with several large retailers.
Jones Soda reported a net loss of $1.81 million for the year ended
Dec. 31, 2021, a net loss of $3 million for the year ended Dec. 31,
2020, and a net loss of $2.78 million for the year ended Dec. 31,
2019. As of Dec. 31, 2021, the Company had $10.25 million in total
assets, $5.63 million in total liabilities, and $4.62 million in
total shareholders' equity.
JUST ENERGY: Court Okays Extension of CCAA Stay Period to May 26
----------------------------------------------------------------
Just Energy Group Inc., a retail energy provider specializing in
electricity and natural gas commodities and bringing energy
efficient solutions, carbon offsets and renewable energy options to
customers, announced today that the Ontario Superior Court of
Justice (Commercial List) (the "Court") has approved the extension
of the stay period under the Companies' Creditors Arrangement
Act(Canada) ("CCAA") to May 26, 2022 (the "Stay Extension").
The Stay Extension allows the Company to continue to operate in the
ordinary course of business while pursuing a restructuring plan
with its key stakeholders.
As previously reported, FTI Consulting Canada Inc. (the "Monitor")
is overseeing the Company's CCAA proceedings as the court-appointed
Monitor. Further information regarding the CCAA proceedings is
available at the Monitor's website at
http://cfcanada.fticonsulting.com/justenergy.Information regarding
the CCAA proceedings can also be obtained by calling the Monitor's
hotline at 416-649-8127 or 1-844-669-6340 or by email at
justenergy@fticonsulting.com.
About Just Energy
Just Energy Group Inc. (TSX:JE; NYSE:JE) --
https//www.justenergy.com/ -- is a retail energy provider
specializing in electricity and natural gas commodities and
bringing energy efficient solutions and renewable energy options to
customers. Currently operating in the United States and Canada,
Just Energy serves residential and commercial customers. Just
Energy is the parent company of Amigo Energy, Filter Group Inc.,
Hudson Energy, Interactive Energy Group, Tara Energy, and
terrapass.
On March 9, 2021, Just Energy Group Inc., Just Energy Corp.,
Ontario Energy Commodities Inc., Universal Energy Corporation, Just
Energy Finance Canada ULC, Hudson Energy Canada Corp., Just
Management Corp., Just Energy Finance Holding Inc., 11929747 Canada
Inc., 12175592 Canada Inc., JE Services Holdco I Inc., JE Services
Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions
Corp., Just Energy (U.S.) Corp., Just Energy Illinois Corp, Just
Energy Indiana Corp., Just Energy Massachusetts Corp., Just Energy
New York Corp., Just Energy Texas I Corp., Just Energy, LLC, Just
Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy
Solutions Inc., Hudson Energy Services LLC, Hudson Energy Corp.,
Interactive Energy Group LLC, Hudson Parent Holdings LLC, Drag
Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail
Energy LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just
Energy Marketing Corp., Just Energy Connecticut Corp., Just Energy
Limited, Just Solar Holdings Corp., and Just Energy (Finance)
Hungary ZRT filed for protection under the Companies' Creditors
Arrangement Act ("CCAA") before the Ontario Superior Court of
Justice (Commercial List).
Just Energy Group Inc. and its affiliates filed petitions under
Chapter 15 of the Bankruptcy Code in the United States (Bankr. S.D.
Tex. Lead Case No. 21-30823) on March 9, 2021, to seek recognition
of the Canadian proceedings.
FTI Consulting Canada Inc. has consented to act as monitor in the
CCAA proceeding. BMO Capital Markets has been engaged as financial
advisor, Osler, Hoskin & Harcourt LLP and Fasken Martineau DuMoulin
LLP are legal advisors in Canada, Kirkland & Ellis LLP and Jackson
Walker LLP are legal advisors in the United States.
KAYA HOLDINGS: Swings to $9.4 Million Net Income in 2021
--------------------------------------------------------
Kaya Holdings, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing net income of
$9.39 million on $889,899 of net sales for the 12 months ended Dec.
31, 2021, compared to a net loss of $12.30 million on $1.03 million
of net sales for the 12 months ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $1.57 million in total assets,
$15.98 million in total liabilities, and a total stockholders'
deficit of $14.41 million.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 18, 2022, citing that the Company has suffered net losses
from operations and has a net capital deficiency, which raises
substantial doubt about its ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1530746/000190359622000199/sfs10k040722kays.htm
About Kaya Holdings
Kaya Holdings, Inc. -- http://www.kayaholdings.com-- is a
vertically integrated legal marijuana enterprise that produces,
distributes, and/or sells a full range of premium cannabis products
including flower, oils, vape cartridges and cannabis infused
confections, baked goods and beverages through a fully integrated
group of subsidiaries and companies supporting highly distinctive
brands.
KINTARA THERAPEUTICS: Increases Meeting Quorum Requirement
----------------------------------------------------------
Effective April 13, 2022, the Board of Directors of Kintara
Therapeutics, Inc. adopted an amendment to the Company's Bylaws, as
amended, amending Section 6(b) of Article I thereof to increase the
quorum requirement for stockholder meetings from two stockholders
to one-third of the voting power of the capital stock of the
Company issued and outstanding and entitled to vote, present in
person or represented by proxy, at a meeting.
About Kintara
Located in San Diego, California, Kintara (formerly DelMar
Pharmaceuticals) is dedicated to the development of novel cancer
therapies for patients with unmet medical needs. Kintara is
developing two late-stage, Phase 3-ready therapeutics for clear
unmet medical needs with reduced risk development programs. The
two programs are VAL-083 for GBM and REM-001 for CMBC.
Kintara reported a net loss of $38.30 million for the year ended
June 30, 2021, compared to a net loss of $9.13 million for the year
ended June 30, 2020. As of Dec. 31, 2021, the Company had $17.72
million in total assets, $3.62 million in total liabilities, and
$14.10 million in total stockholders' equity.
San Francisco, CA-based Marcum LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
Sept. 28, 2021, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
LANDMARK 99: Seeks to Hire Padgett Business as Accountant
---------------------------------------------------------
Landmark 99 Enterprises, Inc. d/b/a Wilma & Frieda's seeks approval
from the U.S. Bankruptcy Court for the Central District of
California to employ Padgett Business Services of Palms Springs as
accountant.
The firm's services include:
a. preparation of 2021 federal and state or local income tax
returns; and
b. perform accounting and bookkeeping tasks deemed necessary for
the preparation of the income tax return.
The firm will be paid $1,800 to $2,000 per return, and will also be
reimbursed for reasonable out-of-pocket expenses incurred.
Kevin Rotenberry, a partner at Padgett Business Services of Palms
Springs, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Kevin Rotenberry
Padgett Business Services of Palms Springs
255 S. Civic Drive #2-12
Palm Springs, CA 92262
Tel: (760) 322-8704
Fax: (760) 841-5547
Email: k.rotenberrypadgettbusinessservices.com
About Landmark 99 Enterprises, Inc.
d/b/a Wilma & Frieda's
Landmark 99 Enterprises Inc., doing business as Wilma & Frieda's,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 22-10148) on Feb. 9, 2022,
disclosing up to $100,000 in assets and up to $10 million in
liabilities. Moriah Douglas Flahaut serves as Subchapter V
trustee.
Judge Victoria S. Kaufman oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
and Jennifer M. Liu, CPA serve as the Debtor's legal counsel and
accountant, respectively.
LOGAN GENERATING: Moody's Withdraws Ba1 Rating on Ser. 2014A Bonds
------------------------------------------------------------------
Moody's Investors Service has withdrawn the Baa3 ratings for
Chambers Cogeneration Ltd. Partnership senior secured debt,
including $53 million of outstanding Series 2014A Senior Secured
Pollution Control Revenue Bonds issued through the Salem County
Pollution Control Financing Authority, NJ, and the Ba1 ratings for
Logan Generating Company LP senior secured debt, including $34
million of outstanding Series 2014A Senior Secured Pollution
Control Revenue Bonds issued through the County of Gloucester
Pollution Control Financing Authority. At the time of the
withdrawal, the rating outlook for Chambers and Logan was stable.
Withdrawals:
Issuer: Chambers Cogeneration Ltd. Partnership
Senior Secured Regular Bond/Debenture, Withdrawn , previously
rated Baa3
Issuer: Salem County Pollution Control Fin Auth, NJ
Senior Secured Revenue Bonds (Local Currency), Withdrawn ,
previously rated Baa3
Issuer: Logan Generating Company LP
Senior Secured Regular Bond/Debenture, Withdrawn , previously
rated Ba1
Issuer: Gloucester (Cnty of) NJ, Poll Ctrl Fin Auth
Senior Secured Revenue Bonds (Local Currency), Withdrawn ,
previously rated Ba1
Outlook Actions:
Issuer: Chambers Cogeneration Ltd. Partnership
Outlook, Changed To Rating Withdrawn From Stable
Issuer: Logan Generating Company LP
Outlook, Changed To Rating Withdrawn From Stable
RATINGS RATIONALE
The withdrawal follows the receipt of a notice of defeasance from
each issuer indicating that cash or equivalent funds have been
deposited in escrow with the trustee, with such funds sufficient to
meet all outstanding principal amounts and interest payments
through the final maturity date of the Chambers project bonds and
the Logan project bonds.
On March 31, 2022, agreements between the respective project
companies and Atlantic City Electric ("ACE", Baa1 Stable) to
facilitate the cessation of coal-fired generation at each power
plant became effective. Both the Chambers project and the Logan
project have amended their existing power purchase agreement
("PPA") with ACE, and each project will continue to receive certain
fixed monthly payments under a Settlement Agreement through the
term of its respective original PPA. The bond defeasance was
facilitated through proceeds received from an external financing
executed by affiliates of the projects' owner, Starwood Energy
Group.
The Chambers project is a pulverized coal steam generating facility
with two boilers and one steam turbine generator nominally rated at
262 MW, and is located in Carney's Point, NJ. The project had 249
MW of its electrical output sold to ACE under a long-term PPA
expiring in March 2024.
The Logan project is a pulverized coal steam generating facility
with a single reheat boiler and steam turbine generator nominally
rated at 219 MW and is located in Logan Township, NJ. The project
had its entire 219 MW of its electrical output sold to ACE under a
long-term PPA expiring in December 2024.
MAJORDRIVE HOLDINGS IV: Moody's Rates New $100MM Term Loan 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to MajorDrive
Holdings IV, LLC's new $100 million incremental senior secured term
loan. MajorDrive is the parent company of Club Car, LLC (together
"Club Car"). Proceeds from the senior secured incremental term loan
will be used to fund the planned acquisition of Garia A/S, as well
as to supplement the company's cash balances. There is no change to
the B2 rating on the existing first lien term loan. The increased
term loan commitments do not impact Club Car's other ratings,
including the existing B3 corporate family rating and the Caa2
rating on the company's senior unsecured notes. The ratings outlook
is stable.
As the incremental term loan only results in a 5% increase in total
debt with minimal earnings contribution expected from Garia over
the near term, this transaction will not materially affect credit
metrics. However, Club Car is increasing debt shortly after its
June 2021 debt-financed acquisition by financial sponsor Platinum
Equity Advisors, LLC (Platinum) at the time of its spinoff from
Ingersoll Rand Inc. Therefore, this transaction is moderately
credit negative.
The following summarizes the rating actions:
Assignments:
Issuer: MajorDrive Holdings IV, LLC
Senior Secured Term Loan, Assigned B2 (LGD3)
RATINGS RATIONALE
Club Car's B3 CFR reflects the high leverage that resulted from the
debt-funded acquisition of the company by Platinum in June 2021,
which will increase further to fund the Garia acquisition. On total
debt of over $1.4 billion, Moody's estimates Club Car's pro forma
leverage at close to 9x debt-to-EBITDA. Such high leverage, if
maintained over several years, would limit the company's ability to
further invest in growth over that time. Over the longer term,
persistently-high leverage would present difficulties in potential
re-financing activities. As well, as a recent spinoff from
Ingersoll Rand, the B3 rating reflects Club Car's short operating
history as an independent company. Additionally, Club Car's ratings
are constrained by its limited product offerings when compared to
more diversified peers, with high exposure to the US consumer
market – the golf segment in particular.
However, Club Car's leadership within its markets temper many of
the risks. Club Car is one of only three major competitors in the
golf and consumer low speed vehicle markets, along with a smaller
offering to commercial customers. Club Car's premium brand offering
helps the company to protect and grow its competitive position in
key markets. As well, the acquisition of Garia, an electrical
vehicle manufacturer that primarily serves European utility
markets, represents a small but important investment to diversify
Club Car's product offerings beyond US golf and consumer markets.
The stable outlook reflects Moody's expectations of good demand for
Club Car's vehicles over the next two years. This will support
modest sales growth the through 2023. Moody's expects that Club Car
will experience modest integration costs from the Garia
acquisition, but no material disruption in its core business.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's could upgrade Club Car's ratings if the company repays debt
or grows earnings to levels that allow the company to sustain
debt-to-EBITDA below 6x. As well, the company would need to
demonstrate conservative financial policies to warrant an upgrade,
with no material distribution of cash to owners. Club Car will also
need to maintain is solid market positions and margin to support an
upgrade.
Ratings could be downgraded if operating results fall short of
plans, possibly due to difficulties encountered as it continues its
transition to a standalone operator, or if it experiences
unexpected weakening in demand vehicles. Diminishing earnings or
free cash flow at breakeven levels or below could also prompt a
downgrade, as this would impair the company's ability to de-lever.
As well, ratings could be downgraded if the company makes a
material distribution of capital to its owners before establishing
lower leverage.
Headquartered in Augusta, Georgia, Club Car is a manufacturer of
golf carts and other low-speed vehicles and related aftermarket
parts and services. Pro forma for the Garia acquisition, annual
revenue is approximately $1 billion.
The principal methodology used in this rating was Manufacturing
published in September 2021.
MALLINCKRODT PLC: Unsecured Creditors Can't Stop Chapter 11 Plan
----------------------------------------------------------------
Vince Sullivan of Law360 reports that unsecured creditors of
drugmaker Mallinckrodt PLC have lost their bid to delay the
effective date of the company's Chapter 11 plan in Delaware federal
court, with a Third Circuit judge saying the creditors had not
shown they would be irreparably harmed if the plan is consummated.
In an opinion issued late Friday by U. S. Circuit Court Judge
Thomas L. Ambro, the court ruled that unsecured creditors including
Humana Inc. and Sanofi-Aventis U.S. LLC failed to argue they faced
a likelihood of irreparable harm if Mallinckrodt made distributions
to that class of creditors under the terms of its plan.
About Mallinckrodt PLC
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly-owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins, LLP and Richards, Layton &
Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes &
Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel;
Guggenheim Securities, LLC as investment banker; and AlixPartners,
LLP as restructuring advisor. Prime Clerk, LLC is the claims
agent.
The official committee of unsecured creditors retained Cooley, LLP
as its legal counsel; Robinson & Cole, LLP as co-counsel; and
Dundon Advisers, LLC as financial advisor.
On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an
official committee of opioid-related claimants. The OCC tapped Akin
Gump Strauss Hauer & Feld, LLP as its lead counsel; Cole Schotz as
Delaware co-counsel; Province, Inc. as financial advisor; and
Jefferies, LLC as investment banker.
MD HELICOPTERS: Hires Moelis & Company LLC as Investment Banker
---------------------------------------------------------------
MD Helicopters, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Moelis &
Company LLC as investment banker.
The firm will provide these services:
a. assist the Debtors in reviewing and analyzing the Debtors'
results of operations, financial condition and business plan;
b. assist the Debtors in reviewing and analyzing any potential
Restructuring, Sale Transaction or Capital Transaction;
c. assist the Debtors in negotiating any Restructuring, Sale
Transaction or Capital Transaction);
d. advise the Debtors on the terms of securities it offers in
any potential Capital Transaction;
e. advise the Debtors on their preparation of information
memorandum for a potential Sale Transaction or Capital Transaction
(each, an "Information Memo");
f. assist the Debtors in contacting potential Acquirers or
purchasers of a Capital Transaction ("Purchasers") that the firm
and the Debtors agree are appropriate, and meet with and provide
them with the Information Memo and such additional information
about the Debtors' assets, properties or businesses that is
acceptable to the Debtors, subject to customary business
confidentiality agreements;
g. provide testimony in these Chapter 11 Cases or any other
proceeding relating to the Engagement Letter or the transactions
contemplated by the Engagement Letter; and
h. provide such other financial advisory and investment banking
services in connection with a Restructuring, Sale Transaction or
Capital Transaction as the firm and the Debtors may mutually agree
upon.
The firm will be paid as follows:
a. Monthly Fee. During the term of the Engagement Letter, a fee
of $200,000 per month (the "Monthly Fee"), payable in advance of
each month. 50% of any Monthly Fee paid for the months of January
2022, February 2022 and March 2022 and (B) 100% of any Monthly Fee
paid for every month from and after April 2022, in each case, shall
be offset against any Capital Transaction Fee, Restructuring Fee or
Sale Transaction Fee that becomes payable under the Engagement
Letter.
b. Restructuring Fee. At the closing of a Restructuring, a fee
(the "Restructuring Fee") of $5,000,000.
c. Sale Transaction Fee. A sale transaction fee (the "Sale
Transaction Fee") payable promptly at the closing of a Sale
Transaction, equal to the greater of $5,000,000 or an amount
determined according to the following
schedule:
-- 1% of Transaction Value for amounts of Transaction Value up
to $500,000,000; plus
-- 2% of Transaction Value for amounts of Transaction Value in
excess of $500,000,000 up to and including $750,000,000; plus
-- 3% of Transaction Value for amounts of Transaction Value in
excess of $750,000,000.
d. Capital Transaction Fee. At the closing of a Capital
Transaction, a non-refundable cash fee (the "Capital Transaction
Fee") of 1.00% of the aggregate gross amount of debt obligations
and other interests Raised in the Capital Transaction.
Adam B. Keil, a partner at Moelis & Company LLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Adam B. Keil
Moelis & Company LLC
399 Park Avenue, 5th Floor
New York, NY 10022
Office Phone: (212) 883-3800
Direct Phone: (212) 883-3829
Fax: (212) 880-4260
About MD Helicopters, Inc.
MD Helicopters Inc. is a global manufacturer and supplier of
commercial and military helicopters, spare parts, and related
services. The Company's sole manufacturing facility is located in
Mesa, Arizona.
MD Helicopters sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 22-10263) on March 30, 2022.
MD Helicopters estimated assets between $100 million to $500
million and liabilities between $100 million to $500 million.
Suzzanne Uhland, Esq., Adam S. Ravin, Esq., Brett M. Neve, Esq.,
Tianjiao (TJ) Li, Esq., Alexandra M. Zablocki, Esq., at Latham &
Watkins LLP are the Debtors' counsel. Moelis & Company LLC are the
Debtors' investment bankers. AlixPartners, LLP is the restructuring
advisor. Prime Clerk LLC is the Notice, Claims and Balloting
Agent.
MEDI BROTHERS: Case Summary & Three Unsecured Creditors
-------------------------------------------------------
Debtor: Medi Brothers, LLC
d/b/a Best Care Pharmacy
11390 Veterans Memorial Drive, Suite 100
Houston, TX 77067
Business Description: Medi Brothers operates a pharmacy in
Houston, Texas.
Chapter 11 Petition Date: April 25, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 22-31085
Debtor's Counsel: Larry A. Vick, Esq.
LARRY A. VICK
13501 Katy Freeway, Suite 1460
Houston, TX 77079
Tel: (832) 413-3331
Fax: (832) 202-2821
Email: lv@larryvick.com
Total Assets: $1,662,167
Total Liabilities: $696,982
The petition was signed by Henry Nguyen as 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/4RSBRPQ/Medi_Brothers_LLC_dba_Best_Care__txsbke-22-31085__0001.0.pdf?mcid=tGE4TAMA
MIND TECHNOLOGY: Reports $5.9 Million Net Loss for Fourth Quarter
-----------------------------------------------------------------
Mind Technology, Inc. reported a net loss of $5.86 million on $3.76
million of total revenues for the three months ended Jan. 31, 2022,
compared to a net loss of $3.47 million on $6.40 million of total
revenues for the three months ended Jan. 31, 2021.
For the 12 months ended Jan. 31, 2022, the Company reported a net
loss of $15.09 million on $23.11 million of total revenues compared
to a net loss of $20.31 million on $21.22 million of total revenues
for the 12 months ended Jan. 31, 2021.
As of Jan. 31, 2022, the Company had $42.02 million in total
assets, $11.76 million in total liabilities, and $30.26 million in
total stockholders' equity.
Rob Capps, MIND's president and chief executive officer, stated,
"Despite the challenges we have continued to face, including global
supply chain disruptions, order delays and delivery challenges, we
accomplished a great deal in fiscal 2022 and continue to see
increased levels of customer interest. While our fourth quarter
revenues were disappointing due to the mentioned supply chain
bottlenecks and delivery delays, we saw sales grow 9%
year-over-year.
"Inquiry and bidding activity remain robust. As we announced last
week, we have recently received significant new orders and have
other pending orders that we are highly confident in receiving.
Coupled with our backlog of approximately $13.1 million as of
January 31, we believe our current book of business is in excess of
$23 million. This is significantly higher than we have seen
historically and of course does not include numerous other
prospects that we are actively pursuing. Based on these factors,
we expect revenues from continuing operations in fiscal 2023 to
exceed those of fiscal 2022 and we think that improvement will be
seen beginning in the first quarter.
"Our balance sheet remains strong with zero debt, and our cost
structure is flexible. We have taken steps recently to streamline
our organization and thereby reduce our overhead structure,
including eliminating two of the three highest paid positions in
the Company.
"Our long-term outlook remains positive as we progress with our
strategic initiatives to expand our product offerings to meet the
increasing needs of the maritime market, which will underpin our
future growth," continued Capps. "However, we are very much
focused on near-term opportunities. The disruptions in the global
supply chain obviously introduce risk and uncertainty. As always,
we will proactively work to mitigate these risks as much as
possible, but we do believe these issues are temporary and will be
resolved in time.
"As we move into fiscal 2023, we continue to believe the positive
trend for order flow will continue. Additionally, we believe the
underlying market fundamentals are positive and those have
contributed to the increase in order activity. The current
geopolitical situation has highlighted the need for maritime
security and other defense applications. Some of our recent order
and bid activity is, we believe, a direct result of the European
security situation. The pricing environment in the energy market
is positive for our customers in that space. The trend towards
renewable energy, such as wind farms, is a positive development for
our marine survey customers. We plan to continue executing on our
long-term strategic initiatives and position the Company to become
a leading provider of innovative marine technology and products,"
concluded Capps.
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/0000926423/000143774922009347/ex_344439.htm
About Mind Technology
Mind Technology, Inc. -- http://mind-technology.com-- provides
technology and solutions for exploration, survey and defense
applications in oceanographic, hydrographic, defense, seismic and
security industries. Headquartered in The Woodlands, Texas, MIND
Technology has a global presence with key operating locations in
the United States, Singapore, Malaysia and the United Kingdom. Its
Klein and Seamap units design, manufacture and sell specialized,
high performance sonar and seismic equipment.
Mind Technology reported a net loss of $20.31 million for the year
ended Jan. 31, 2021, compared to a net loss of $11.29 million for
the year ended Jan. 31, 2020. As of April 30, 2021, the Company had
$35.52 million in total assets, $8.95 million in total
liabilities, and $26.57 million in total stockholders' equity.
Houston, Texas-based Moss Adams LLP, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
April 16, 2021, citing that "The Company has a history of losses
and has had negative cash flows from operating activities in the
last two years. The Company may not have access to sources of
capital that were available in prior periods. In addition, the
COVID-19 pandemic and the decline in oil prices during fiscal 2021
caused a disruption to the Company's business and delays in some
orders. Currently management's forecasts and related assumptions
support their assertion that they have the ability to meet their
obligations as they become due through the management of
expenditures and, if necessary, accessing additional funding from
the at-the-market program or other equity financing. Should there
be constraints on the ability to access capital under the
at-the-market program or other equity financing, the Company has
asserted that it can manage cash outflows to meet the obligations
through reductions in capital expenditures and other operating
expenditures."
MONTANA RENEWABLES: S&P Assigns 'B-' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Montana Renewables LLC (MRL). At the same time, S&P assigned a 'B'
issue-level rating to MRL's proposed $500 million term loan B. Its
'2' recovery rating, indicating its expectations of (70%-90%;
rounded estimate 75%) recovery in the event of a payment default.
The stable outlook reflects S&P's view that MRL will complete the
conversion of the Great Falls facility and become operational in
2022 resulting in debt/EBITDA of 3.9x in 2023.
S&P said, "We expect MRL to generate the majority of its cash flows
from environmental credits like Renewable Identification Numbers
(RINs), low-carbon fuel standard (LCFS), and biodesiel tax credit
(BTC).
"We believe the most important regulatory mechanism is the RFS,
which mandates that refiners comply with federal blending
standards, also known as renewable volume obligations (RVOs). RINs
are created by biofuel producers like MRL and sold to refining
customers to meet their demand requirements. Refiners either buy
the fuel to blend or must purchase RINs to remain compliant. As a
result of this construct, the demand for biofuels in the near term
is somewhat predictable and MRL's margins are supported by RINs
prices. The RINs sales, plus other subsidies that provide
incentives for biofuel production, create some stability in margins
even as commodity prices fluctuate. As a result, cash flow
forecasts benefit from somewhat stable margins, assuming a healthy
and predictable market. Although we assume the incentives remain in
place and, as such, margins remain somewhat predictable over the
next few years in our base case, the uncertainty regarding
regulation is a key qualitative factor in our rating analysis.
Demand becomes harder to predict over several years."
MRL is relatively small, has limited diversity, and it operates one
facility.
Upon completion of the conversion in the fourth quarter of this
year, MRL will have 15,000 barrels per day (bpd) of renewable
diesel (RD) capacity. Offsetting the small size and asset
concentration is MRL's advantageous location close to both
feedstock and renewable markets. S&P said, "We expect the company
to contract up to 90% of its offtake capacity with highly rated
counterparties. We also expect MRL to contract approximately 50% of
its feedstock requirements acquiring the remaining 50% on the open
market. MRL will be able to process multiple feedstocks including
canola oil, camelina oil, and tallow all of which are available via
truck and rail."
Larger refiners, such as Valero, Marathon, and HollyFrontier will
enter the biofuels space over the next few years. With larger,
stronger competitors moving into biofuel and RD production, the
supply side of the equation will become more crowded and more cost
competitive over the next few years. S&P said, "While we expect
supply to grow, we think future demand will depend on regulatory
appetites and political momentum related to environmental, social,
and governance (ESG) factors. We believe MRL is somewhat protected
from increased competition due to its close proximity to
jurisdictions with environmental credit programs such as existing
LCFS programs in California, Oregon, and British Colombia."
S&P conservatively assume leverage metrics between 3.5x and 4x in
2023 and 2024.
S&P said, "We expect minimal cash flows in 2022 because the
facility does not come online until the fourth quarter. As a
result, leverage metrics are high at 75x, in 2022 and quickly fall
in 2023. We forecast EBITDA of about $175 million in 2023 and S&P
Global Ratings-adjusted debt to EBITDA of 3.9x. Our forecast is
conservative given the underlying risks, we recognize that if MRL
is able to realize margins in line with their budget, leverage
metrics would be significantly better than our current
expectations.
"We forecast the company will have modest annual maintenance
capital spending of about $20 million-$25 million.
"We assume growth capital spending between $125 million and $175
million in 2022 for completion of the conversion and between $25
million and $75 million in 2024 for an expansion project that will
add 3,000 bpd of capacity.
"MRL's issuer credit rating is capped by its parent, Calumet
Specialty Products Partners L.P. Given the 100% ownership by
Calumet, we consider MRL part of the Calumet group. As a result, we
cap the rating on MRL at 'B-', which results in a negative
one-notch adjustment from MRL's stand-alone credit profile of 'b'.
While there are significant structural separations between the two
entities, we do not believe it is enough to de-link the ratings at
this time.
"The stable outlook reflects our expectation that the company will
complete the conversion to a renewable diesel facility in the
fourth quarter of 2022. We expect stable RD generation in from the
facility and we make conservative assumptions on margins resulting
in debt to EBITDA of approximately 3.9x in 2023 falling below 3.5x
in 2024.
"We could lower the rating on MRL if we downgraded Calumet
Specialty Products Partners. We could lower the rating on Calumet
if credit metrics weaken such that adjusted debt to EBITDA rises
above 8x on a sustained basis, driven by a prolonged low oil price
environment and end markets hit harder by the uncertainty stemming
from the COVID-19 fallout that we are forecasting, diminishing
operating performance margins. We could also take a negative rating
action if Calumet's financial policies become more aggressive, such
that the company pursues material debt-funded shareholder rewards.
"We could raise the rating on MRL if we took a positive rating
action on Calumet. We could upgrade Calumet if we believe it will
maintain debt to EBITDA below 6.0x while maintaining adequate
liquidity. Other factors that could result in a positive rating
action include improvement in crack margins and success in reducing
costs and streamlining operations while maintaining strong margins
in the specialty chemicals business or if the company's end markets
fare better than our expectations."
ESG Credit Indicators: E2 – S2- G3
S&P said, "Environmental and social factors have an overall neutral
influence on our credit rating analysis of MRL. MRL scores an E-2
because it utilizes cleaner feedstocks like agricultural wastes,
natural fats, and other waste products to produce renewable diesel
and sustainable aviation fuel. As a result, its products are much
less carbon-intensive than traditional diesel fuel, which is
derived from crude oil. Governance factors are moderately negative
due to MRL's ownership and control from Calumet."
MST CONSULTING: Seeks Continued Cash Collateral Access
------------------------------------------------------
MST Consulting Inc. d/b/a/ Aim Remodeling & Construction asks the
U.S. Bankruptcy Court for the Western District of Texas, El Paso
Division, for entry of an order temporarily allowing a second
interval of interim cash collateral use, along with more time to
furnish a proposed final budget.
MST also asks the Court to reset to May 12 the hearing date to
consider final approval of the budget and the terms of cash
collateral use.
MST also asks the Court to reset to May 2 the date to circulate a
proposed final form of cash collateral order, with the budget
attached. The Debtor proposes that any objections to the proposed
final terms for cash collateral use must be filed with the Court no
later than May 9.
The Debtor also seeks for all other relief deserved in the
circumstances, general or special, at law or equity.
A copy of the motion is available at https://bit.ly/3vvWemR from
PacerMonitor.com.
About MST Consulting
MST Consulting Inc. is a construction company, doing remodeling and
original construction on homes and business property. The Debtor
filed a petition for Chapter 11 protection (Bankr. W.D. Tex. Case
No. 22-30103) on Feb. 9, 2022, listing up to $500,000 in both
assets and liabilities. Amada S. Flores, president, signed the
petition.
The Debtor tapped the law firm of E.P. Bud Kirk as legal counsel
NORTHWEST BANCORPORATION: Trustee Taps Jenner & Block as Counsel
----------------------------------------------------------------
Catherine Steege, the Chapter 11 trustee for Northwest
Bancorporation of Illinois, Inc., received approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire
Jenner & Block, LLP as her legal counsel.
The firm's services include:
a. assisting the trustee in the discharge of her duties and
responsibilities;
b. assisting the trustee in the preparation of legal
documents;
c. representing the trustee at hearings and other proceedings
before the bankruptcy court and, to the extent necessary, any other
court;
d. advising the trustee regarding any legal issues that arise
in connection with the discharge of her duties;
e. assisting the trustee in the operation of the Debtor's
business and in her investigation of the acts, conduct, assets,
liabilities, and financial condition of the Debtor; and
f. performing all other necessary legal services for the
trustee.
The hourly rates charged by the firm's attorneys and
paraprofessionals are as follows:
Partners $1,085 – $1,870
Counsel $900 – $1,650
Associates $700 - $1,095
Staff Attorneys $565 – $890
Discovery Attorneys $330 - $445
Paraprofessionals $295 - $555
In addition, the firm will receive reimbursement for work-related
expenses.
As disclosed in court filings, Jenner & Block is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Jenner & Block can be reached at:
Catherine L. Steege
Jenner & Block, LLP
353 North Clark Street
Chicago, IL 60654
Telephone: (312) 923-2952
Email: csteege@jenner.com
About Northwest Bancorporation of Illinois
Northwest Bancorporation of Illinois, Inc. filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Ill. Case No.
21-08123) on July 2, 2021, listing as much as $50 million in both
assets and liabilities. Judge Carol A. Doyle oversees the case.
The Debtor tapped Taft Stettinius & Hollister, LLP as legal counsel
and Janney Montgomery Scott, LLC as financial advisor and
investment banker.
The U.S. Trustee for Region 11 appointed an official committee of
unsecured creditors on Aug. 4, 2021. The committee is represented
by Jeffrey D. Sternklar, LLC and SmithAmundsen, LLC.
Catherine Steege is the Chapter 11 trustee appointed in the
Debtor's case. Jenner & Block, LLP serves as the trustee's legal
counsel.
NORTHWEST SENIOR: May Use $2MM of UMB Bank DIP Loan
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Northwest Senior Housing Corporation
and affiliates to use cash collateral on an interim basis and
obtain postpetition financing.
The Debtors have requested UMB Bank, NA to provide the Initial DIP
Loans up to an aggregate amount of $2,000,000, which funds will be
used by the Debtors solely to the extent provided in the Budget. At
the expiration of the Interim Order, the DIP Lender, subject to
entry of the Final Order in a form acceptable to the DIP Lender,
will continue to advance funds through additional DIP loans, up to
an aggregate amount of up to $10,100,000.
The DIP Lender is willing to provide the Initial DIP Loans, subject
to the terms and conditions set forth therein, including the
provisions of the Interim Order providing that the PostPetition
Liens and the various claims, superpriority claims and other
protections granted pursuant to the Interim Order will not be
affected by any subsequent reversal or modification of the Interim
Order or any other order, as provided in section 364(e) of the
Bankruptcy Code.
The Debtors admit, stipulate, and agree it is obligated to UMB Bank
for the benefit of the beneficial holders of the tax-exempt Bonds,
authorized and issued by the Tarrant County Cultural Education
Facilities Finance Corporation, including (i) the Retirement
Facility Revenue Bonds (Northwest Senior Housing Corporation -
Edgemere Project) Series 2015A in the original aggregate principal
amount of $53,600,000 and the Retirement Facility Revenue Bonds
(Northwest Senior Housing Corporation - Edgemere Project) Series
2015B in the original aggregate principal amount of $40,590,000,
issued pursuant to that certain Indenture of Trust, dated as of May
1, 2015, by and between the Issuer and The Bank of New York Mellon
Trust Company, National Association, as the prior bond trustee, and
(ii) the Retirement Facility Revenue Bonds (Northwest Senior
Housing Corporation - Edgemere Project), Series 2017 in the
original aggregate principal amount of $21,685,000, issued pursuant
to the Indenture of Trust, dated as of March 1, 2017, by and
between the Issuer and the Prior Bond Trustee.
As of petition date, the amounts due and owing by NSHC with respect
to the Bonds and the obligations under the Bond Documents are:
a. Unpaid principal on the Bonds in the amount of
$109,185,000;
b. Accrued but unpaid interest on the Bonds in the amount of
$2,543,919 as of April 13, 2022; and
c. unliquidated, accrued and unpaid fees and expenses of UMB
Bank and its professionals incurred through the Petition Date. Such
amounts, when liquidated, will be added to the aggregate amount of
the Bond Claim.
As adequate protection, UMB Bank is granted valid, binding,
enforceable and perfected additional and replacement mortgages,
pledges, liens and security interests in all Post-Petition
Collateral and the proceeds, rents, products and profits therefrom,
whether acquired or arising before or after the Petition Date.
As additional adequate protection, the Bank will have a valid,
perfected and enforceable continuing supplemental lien on, and
security interest in, all of the assets of the Debtors of any kind
or nature whatsoever within the meaning of section 541 of the
Bankruptcy Code.
As additional adequate protection, the Bank will receive a
superpriority expense claim allowed under section 507(b) of the
Bankruptcy Code against all assets of the Debtors' estate.
A final hearing on the matter is scheduled for May 11, 2022 at 1:30
p.m.
A copy of the order is available at https://bit.ly/3L6KC04 from
PacerMonitor.com.
About Northwest Senior Housing
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.
Northwest Senior Housing Corporation, et al. sought Chapter 11
bankruptcy protection (Bankr. Tx. Case No. 22-30659) on April 14,
2022. The petitions were signed by Nick Harshfield, treasurer.
Northwest Senior estimated assets and liabilities between $100
million to $500 million and $100 million to $500 million each.
Polsinelli PC serves as the Debtors' bankruptcy counsel. FTI
Consulting Inc. is the Debtors' business advisor. Kurtzman Carson
Consultants LLC is the Debtors' notice, claims and balloting agent
as well as administrative advisor.
NUVEDA LLC: Hits Bankruptcy Protection in Nevada
------------------------------------------------
NuVeda LLC filed for chapter 11 protection in the District of
Nevada.
According to court filings, NuVeda LLC estimates 1 and 49 unsecured
creditors.
A meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for
May 12, 2022.
About NuVeda LLC
NuVeda LLC is a limited liability company based in Pahrump, New
York.
NuVeda LLC sought for Chapter 11 protection (Bankr. D. Nev. Case
No. 22-11249) on April 11, 2022. In the petition filed by Pejman
Bady, as manager, NuVeda LLC estimated assets between $0 and
$50,000 and liabilities between $1 million and $10 million.
The case is assigned to Honorable Judge August B Landis.
Mitchell D. Stipp, of the Law Office Of Mitchell Stipp, is the
Debtor's counsel.
OMNIQ CORP: Awarded Contract to Deploy VRS in Uruguay District
--------------------------------------------------------------
OMNIQ Corp. was awarded a follow on contract from a global defense
solutions enterprise to deploy OMNIQ's AI-Based Machine Vision
Vehicle Recognition Solution (VRS) solution in a district of
Uruguay, to provide a Safe District project. The project spans
across six municipal authorities, including a well-known tourist
resort. The successful project started approximately four years
ago and now local authorities decided to extend the project and
order additional systems from omniQ and upgrade with additional new
features offered by omniQ.
The Safe District project includes OMNIQ's sensors with AI based
Vehicle Recognition System that will allow the operators of the
control room to obtain real-time data from the field and alert law
enforcement officials, including logistics and emergency personnel,
in conjunction with the nature of the event.
OMNIQ's patented AI Neural Network based algorithm Imitates the
Human Eyes and Brain and is Capable of Detecting, Analyzing and
Recognizing Patterns including License Plates and car model and
make. OMNIQ's system is deployed in many sensitive spots worldwide
for crime and terror prevention, law enforcement, access control
and automation of parking.
Recently the Company published the City of Adrian Chief of Police
statement, claiming OMNIQ's AI Machine Vision system is: "...a
major force multiplier. If you're looking into it and you really
want to have something like this, you can't afford not to..."
"We are proud to have won this Safe District contract,
demonstrating once again the value of our AI based solution for a
variety of verticals with multibillion dollars potential. I am
sure that many more customers have similar needs and hope will
follow the Uruguay authorities, the Israeli Government and the
Cities in the US that already contracted us and will choose our
sophisticated "battle proven" solution as the means to improve
public safety," commented Mr. Shai Lustgarten, CEO of OmniQ Corp.
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq reported a net loss of $13.14 million for the year ended Dec.
31, 2021, a net loss of $11.50 million for the year ended Dec. 31,
2020, and a net loss attributable to the company's common
stockholders $5.31 million. As of Dec. 31, 2021, the Company had
$75.08 million in total assets, $72.78 million in total
liabilities, and $2.30 million in total equity.
PARKWAY GENERATION: S&P Rates Senior Secured Term Loans B & C 'BB'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' ratings to Parkway Generation
LLC's $1 billion senior secured term loan B and $140 senior secured
term loan C due in 2029. The outlook is stable.
Parkway used the proceeds from the term loan B to partially fund
the acquisition of eight gas-fired power plants from Public Service
Enterprise Group Inc. (PSEG).
The '1' recovery rating indicates S&P's expectation for full
(90%-100%; rounded estimate: 95%) recovery in the event of a
payment default.
S&P said, "The stable outlook reflects our expectation that Parkway
will maintain a minimum debt service coverage ratio (DSCR) of at
least 1.8x during the debt tenor. Under current and forecast market
conditions in the Pennsylvania-New Jersey-Maryland (PJM)
Interconnection, we project realized spark spreads of about $15-$17
per megawatt-hour (MWh) in 2022. Our forecast for term loan B debt
outstanding at maturity in 2029 is $570 million."
Parkway is an eight-asset power portfolio with a total of 4,805
megawatts (MW) nameplate capacity in the EMAAC and MAAC zones of
the PJM Interconnection. The project's assets operate on a merchant
basis and sell power into the PSEG and Potomac Electric Power Co.
(PEPCO) zones of PJM.
An affiliate of ArcLight Capital Partners, LLC entered into an
agreement to acquire the portfolio of assets from PSEG. ArcLight is
funding the acquisition with a mix of equity and $1.14 billion of
proposed funded debt.
Key features of the Parkway Generation Project include:
-- 4,805 MW of generating capacity across eight assets;
-- All assets are in premium capacity zones of PJM (Eastern
Mid-Atlantic Area Council [EMAAC] and Mid-Atlantic Area Council
[MAAC]);
-- Two assets, Keys and Sewaren, are recent new builds with
commercial operations dates (CODs) in 2018 (both have heat rates
below 7,050 British thermal unites per kilowatt-hour [Btu/kWh]);
and
-- Dual-fuel capabilities with onsite storage at seven of the
eight facilities.
Parkway used the proceeds from the term loan B to partially fund
the acquisition of eight gas-fired power plants from PSEG.
An equity investment by ArcLight covered the remaining funding
needs for the acquisition. The proceeds from the term loan C are
held in a restricted cash account and will be used to cash
collateralize the issuance of letters of credit. The project also
has a $100 million revolving credit facility to provide additional
liquidity in support of operations.
S&P said, "Because all of the acquired assets are operational, we
base our rating on the project's operations phase stand-alone
credit profile (SACP). Our rating reflects robust forecast DSCRs,
with an expected minimum DSCR of 1.84x in June 2023, and strong
downside resiliency. Our base case assumes the project's assets
have staggered useful operating lives, with most of the plants
retiring in 2040, and Keys and Sewaren remaining operational
through 2048. We assume all debt is repaid by 2043."
Parkway's low leverage is a key driver of the 'BB' rating.
ArcLight's capital structure comprises $1.14 billion of funded debt
with a cumulative portfolio generating capacity of 4,805 MW. At
$237 of total funded debt per kilowatt, which includes the term
loan C balance, Parkway's opening leverage is materially lower than
its peer group, particularly considering the strength of some of
the assets in the portfolio. This low level of debt in the capital
structure contributes directly to robust DSCRs.
ArcLight's equity contribution to the capital structure was not
unusually large. Rather, the quantum of debt in the structure was
possible due to lower purchase price for the assets, compared to
recent precedent for transactions with similar assets in PJM. While
a relatively low acquisition multiple could suggest weakness in
future cash flow generation, PSEG has stated its desire to
transition away from merchant power exposure and toward a fully
regulated utility business model, which we believe factored into
the acquisition price.
Parkway's assets have good diversity across the dispatch curve. We
forecast Parkway's gross margin to be equally split between energy
margin and capacity payments through 2029. Importantly, its eight
assets are dispersed across the dispatch curve. Its most efficient
plants, Keys and Sewaren, represent about 25% of operating capacity
and employ new turbines (the Siemens SGT6-5000F and General
Electric 7HA.02, respectively) with heat rates below 7,050 Btu/kWh.
Bergen 1, Bergen 2, and the Linden combined-cycle unit represent
about half of the portfolio's capacity, and all have heat rates
between 7,300 Btu/kWh and 8,300 Btu/kWh. The remainder of the
portfolio consists of peaking assets with heat rates above 9,500
Btu/kWh.
S&P said, "We believe that if any plant is out of service for an
extended period, having eight assets dispersed across the dispatch
curve should provide the portfolio with cash flow resiliency in the
face of capacity and energy margin volatility, which frequently
have an inverse relationship. Because generators control their own
bidding behavior in both the PJM base residual auction (BRA), which
sets three-year-ahead capacity prices, and in the day-ahead and
spot power markets, we believe generators will often seek to
compensate for weakness in one segment by bidding higher prices in
the other." In theory, Parkway's low-heat-rate baseload generating
units should capture a higher energy margin when capacity revenues
across the portfolio are low, and vice versa.
However, Parkway's assets have a concentration of fuel and
geographic risk.
All of Parkway's assets use natural gas as a primary fuel source,
and 84% of its capacity is in a single locational delivery area
(LDA) in New Jersey. Over the near term, this concentration of fuel
and geographic risk exposes the project's energy margin to sharp
increases in natural gas prices (that are not offset by higher bid
power prices) and weakness in power demand, while its capacity
revenue is exposed to EMAAC and MAAC cleared capacity prices. S&P
believes these risks are largely mitigated by the portfolio's
diversity across the dispatch curve, and the fact that EMAAC and
MAAC are both premium capacity zones, which have historically
cleared above the RTO price.
S&P said, "We see greater risks over the long term. Our forecast
has Parkway eventually repaying the refinanced debt by 2043, which
means the portfolio is exposed to the next 20 years of regulatory,
technology, and market risk. For example, key regulatory risks that
could impede the project's cash flow generation over the long term
include emissions price legislation at the national level, or
further legislation at the state level; heightened asset retirement
obligation expenses; or higher levels of government subsidies for
competing zero-emissions generation. At the state level, New Jersey
has aggressive emissions reduction goals. It provides support for
nuclear generators in the state through zero emissions credits and
has called for 7,500 MW of offshore wind by 2035. Although Parkway
today represents about 25% of New Jersey's installed capacity, we
expect its importance to the state to diminish over time. A key
driver of Parkway's long-term credit health will be the pace at
which gas-fired generation is phased out and the extent to which it
remains important to grid stability.
"We forecast material leverage reduction over the tenor of the
loan, despite high levels of tax and equity distributions.
"We forecast the $1 billion term loan B will have an outstanding
balance of $570 million at maturity in 2029 under our base case.
The term loan B has a cash flow sweep mechanism that begins at 75%
of excess cash flow at financial close before stepping down to 50%
at 3.0x consolidated total net leverage. This construct places the
pace of Parkway's leverage reduction toward the early years of the
project's life, when it has the greatest impact.
"Our forecast also includes significant levels of tax and equity
distributions, which total about $664 million through maturity. The
cash waterfall allows the project to distribute cash to its sponsor
to compensate it for the tax burden of its ownership. This
distribution is capped at $40 million per year. It also comes after
debt service in the waterfall and does not affect our DSCR
calculations, but it does slow the pace of leverage reduction. We
also forecast the project to reach 3x leverage by 2024, with equity
distributions equal to 50% of excess cash flow from then onward.
Although these distributions represent significant levels of cash
leaving the project, they are variable and only grow in proportion
to the project's profitability. If CFADS is weaker than expected,
the proportion of the project's cash flow allotted to these
distributions will be smaller. The extent to which we forecast high
levels of these distributions reflects our expectations for robust
DSCRs and high levels of excess cash flow.
"We assume a useful asset life through 2048, with all debt repaid
by 2043.
"We base our estimate of the project's useful life on the assets'
technology, design specifications, and operating histories. Our
estimate is also informed by the views of the project's independent
engineer, Leidos. We assume Keys and Sewaren, which both reached
COD in 2018, operate through 2048 while all other units retire in
2040. We typically assume an asset life of up to 30 years for
combined cycle gas turbines. We note that both Keys and Sewaren
have operated at or below design capacity since 2018 due to poor
market conditions. We believe these assets have been properly
maintained as scheduled, and we assess the future operational
profile to fall within the assets' design capabilities. Although
our assumption of a retirement in 2040 for the load-following and
peaking units is later than we might choose based only on the
plants' COD, we expect these plants to have minimal dispatch (e.g.,
capacity factors of about 1% for the peakers). Because of this, we
expect the plants will be relatively cheap to maintain and thus can
remain economically viable until 2040, based on our view of market
conditions in PJM.
"The stable outlook reflects our expectation that Parkway will
maintain a minimum DSCR of at least 1.8x during the debt tenor.
Under current and forecast market conditions in PJM, we project
realized spark spreads of about $15-$17 per MWh hour in 2022. Our
forecast for term loan B debt outstanding at maturity in 2029 is
$570 million."
S&P could downgrade the debt if Parkway cannot maintain DSCRs above
1.5x throughout its forecast. This could stem from:
-- Weaker realized spark spreads or lower PJM capacity prices for
delivery year 2023-2024 and beyond;
-- Unplanned outages that substantially affect generation;
-- Economic factors in which the power plants are regularly kept
at minimum load; or
-- The project's excess cash flow not translating to debt paydown
as S&P expects.
S&P could consider an upgrade if it believes Parkway will achieve
DSCRs above 2.5x over the remainder of the project's asset life.
This could stem from:
-- Secular developments in the PJM wholesale market that
positively influence the power and capacity prices for an extensive
period;
-- Steady operational performance; and
-- The continued access to relatively inexpensive natural gas
feedstock.
-- Capacity prices in PJM are as currently cleared;
-- Capacity prices for the uncleared periods are in line with our
publication dated Feb. 15, 2022: Capacity Market Assumptions For
Power Project Financings;
-- Heat rates are in line with recent historical performance and
as corroborated by the independent engineer;
-- Realized spark spreads in the mid-teens through the tenor of
the loan;
-- Average annual capacity factor of 30%-35% over the tenor of the
loan;
-- Fixed costs based on recent financial performance, escalated at
2% per year;
-- Average annual major maintenance and capital expenditure
(capex) of about $65 million through 2029;
-- Keys and Sewaren have a useful asset life through 2048; all
other assets retire in 2040; and
-- All debt is fully repaid by 2043.
-- A minimum DSCR of 1.84x in June 2023;
-- An average DSCR of above 2.7x through the life of the asset;
and
-- A project life coverage ratio at the time of refinancing of
2.8x.
-- Onset: June 2023;
-- Uncleared capacity prices: $20/MW-day lower than the base
case;
-- Spark spreads: 20% lower than the base case;
-- Capacity factors: 6%* lower than the base case;
-- Heat rate: 3%* higher than the base case;
-- Ancillary revenue: 10% lower than the base case;
-- Operating expenditure: 12%* higher than the base case; and
-- Capex: 12%* higher than the base case.
PBJAK LLC: Bid to Use Cash Collateral Denied
--------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has denied
the Motion for Authorization to Use Cash Collateral filed by PBJAK,
LLC due to failure of curing various deficiencies in the motion.
On April 11, 2022, the Court entered its Order requiring the Debtor
to cure various deficiencies in the Motion. The Order provided that
the Court would deny the Motion if the Debtor did not timely cure
the deficiencies. The deficiencies have not been timely cured.
The Debtor will return to the Court on May 19 for a hearing on the
request of Paragon Bank to dismiss the case. The bank is also
seeking relief from the automatic stay.
A copy of the order is available at https://bit.ly/3MkAVLP from
PacerMonitor.com.
About PBJAK LLC
PBJAK LLC owns real property located at 702 Manitou Avenue, Manitou
Springs, CO 80829 and ran a restaurant, PJ's Stage Coach Inn, at
the property.
PBJAK LLC filed for bankruptcy protection under Chapter 11
Subchapter V of the Bankruptcy Code (Bankr. D. Col. Case No.
22-11149) on April 6, 2022. In the petition filed by Pawel L.
Jakubczyk, as member, PBJAK LLC estimated assets between $1
million and $10 million and liabilities between $500,000 and $1
million.
Judge Elizabeth E. Brown oversees the case.
Stephen Berken, Esq., at Berken Cloyes, PC, is the Debtor's
counsel. Harvey Sender is the court-appointed Subchapter V
Trustee.
PIONEER POWER: Incurs $1.4 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Pioneer Power Solutions, Inc. reported a net loss of $1.40 million
on $3.50 million of revenues for the three months ended Dec. 31,
2021, compared to a net loss of $744,000 on $5.35 million of
revenues for the three months ended Dec. 31, 2020.
For the year ended Dec. 31, 2021, the Company reported a net loss
of $2.17 million on $18.31 million of revenues compared to a net
loss of $2.99 million on $19.49 million of revenues for the year
ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $27.93 million in total
assets, $8.38 million in total liabilities, and $19.55 million in
total stockholders' equity.
As of Dec. 31, 2021, the company had $11.7 million in cash,
including restricted cash, compared to $7.6 million as of Dec. 31,
2020. During the fourth quarter, the company sold 888,500 shares
of common stock under the ATM Program at an average price of $10.13
per share for net proceeds of approximately $8.7 million.
Management Commentary
Nathan Mazurek, Pioneer's chairman and chief executive officer,
said, "We have successfully repositioned the company as a leading
provider of solutions addressing two powerful secular tailwinds:
distributed energy resources and electric vehicles. Our e-Bloc
technology is a rapidly deployable, highly efficient power system
that can be placed nearly anywhere, enabling large retailers,
industrial customers, cryptocurrency miners and many other
potential customers to effectively leverage a variety of on-grid
and off-grid energy sources to streamline electricity costs, ensure
reliable power and reduce carbon emissions."
Mr. Mazurek continued, "Our E-BOOST suite of mobile EV charging
solutions, although only launched in November of 2021, has already
received nearly a million dollars in orders and actually delivered
our first unit in March. E-BOOST enables the charging of EVs
almost anywhere, on or off the grid using clean and readily
available liquid propane."
"Demand for these two solutions is exceptionally strong, enabling
us to more than double our backlog during the fourth quarter of
2021," continued Mr. Mazurek. "This backlog, which reached nearly
$23 million at December 31, gives us confidence that we will
increase our full-year revenue by at least 50% over 2021 levels,
with significant margin expansion as well. We expect to generate
positive operating cash flow for 2022."
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1449792/000138713122004476/ex99-1.htm
About Pioneer Power
Pioneer Power Solutions, Inc. -- www.pioneerpowersolutions.com --
is engaged in the design, manufacture, integration, refurbishment,
service and distribution of electric power systems, distributed
energy resources, used and new power generation equipment and
mobile EV charging solutions for applications in the utility,
industrial and commercial markets. To learn more about Pioneer,
please visit its website at
Pioneer Power reported a net loss of $2.98 million for the year
ended Dec. 31, 2020, compared to a net loss of $1.03 million for
the year ended Dec. 31, 2019.
PLAMEX INVESTMENT: Hires Gordinier Kang & Kim as Special Counsel
----------------------------------------------------------------
Plamex Investment, LLC seek and its affiliates seek approval from
the U.S. Bankruptcy Court for the Central District of California to
employ Gordinier Kang & Kim LLP as special counsel.
The Debtors seek to employ the firm to coordinate and oversee the
Debtors’ corporate governance matters, contractual and
transactional matters, including, without limitation, the
Debtors’ leases with tenants and other related transactions,
litigation matters, and bankruptcy matters.
The firm will be paid at a rate of $400 to $700 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John C. Kang, Esq. at Gordinier Kang & Kim LLP, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
John C. Kang, Esq.
Gordinier Kang & Kim LLP
1901 Avenue of the Stars, Suite 260
Los Angeles, CA 90067
Tel: (949) 501-4863
About Plamex Investment, LLC
Plamex Investment, LLC, is a privately held company whose principal
assets are located at 3100 E. Imperial Highway Lynwood, Calif.
Plamex Investment and its affiliate, 3100 E. Imperial Investment,
LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Lead Case No. 21-10958) on April 14, 2021.
Donald Chae, designated officer, signed the petitions. Judge Erithe
A. Smith oversees the cases.
At the time of the filing, Plamex Investment disclosed assets of
between $100 million and $500 million and liabilities of the same
range. 3100 E. Imperial Investment had between $10 million and $50
million in both assets and liabilities.
Levene, Neale, Bender, Yoo & Brill LLP serves as the Debtors' legal
counsel.
PLANET GREEN: Gets Audit Opinion with Going Concern Explanation
---------------------------------------------------------------
Planet Green Holdings Corp. on April 24 announced that, as
previously disclosed in its Annual Report on Form 10-K for the year
ended December 31, 2021, which was filed on March 31, 2022 with the
Securities and Exchange Commission, the audited financial
statements contained an unqualified audit opinion from its
independent registered public accounting firm that included an
explanatory paragraph related to the Company's ability to continue
as a going concern. See further discussion in footnote 1 to the
Company's financial statements included in the Company's Annual
Report on Form 10-K. This announcement is made pursuant to NYSE
American LLC Company Guide Section 610(b), which requires public
announcement of the receipt of an audit opinion containing a going
concern paragraph. This announcement does not represent any change
or amendment to the Company's financial statements or to its Annual
Report on Form 10-K for the year ended December 31, 2021.
Planet Green Holdings Corp. (NYSE American: PLAG) engages in the
development, manufacture, and sale of processed food products.
PREMIER BRANDS: Moody's Affirms Caa1 CFR, Outlook Remains Negative
------------------------------------------------------------------
Moody's Investors Service affirmed Premier Brands Group Holdings
LLC's ratings, including its Caa1 corporate family rating, Caa1-PD
probability of default rating, and Caa2 senior secured first lien
term loan rating. The outlook remains negative.
The ratings affirmation reflects Premier Brands' improving
operating performance as consumer spending on apparel and
accessories recovers. The company's leverage improved to 7x
Moody's-adjusted debt/EBITDA and EBITA/interest expense was 1.4x as
of December 31, 2021. Earnings in the company's jeanswear and
jewelry businesses have recovered roughly to pre-pandemic levels.
Although the Kasper business has significantly lagged until Q4
2021, it has the potential for continued improvement as in-office
work resumes. Moody's expects this momentum to mitigate broad
sector challenges, including high inflation and supply chain
constraints, resulting in roughly flat earnings over the next 12-18
months.
The negative outlook reflects the risk that Premier Brands may not
be able to demonstrate material deleveraging that would position
the company for an at par and economical refinancing of its 2024
debt maturities.
Moody's took the following rating actions for Premier Brands Group
Holdings LLC:
Corporate Family Rating, Affirmed Caa1
Probability of Default Rating, Affirmed Caa1-PD
Gtd Senior Secured 1st Lien Term Loan, Affirmed Caa2 (LGD4)
Outlook, Remains Negative
RATINGS RATIONALE
Premier Brands' Caa1 CFR reflects the company's high leverage and
near-term debt maturities. The company's mature brands, which lack
meaningful direct-to-consumer presence and in Moody's view have
limited differentiation in the market, also constrain the rating.
In addition, Premier Brands' concentration in the mass, mid-tier
and department store channels could limit its ability to pass
through cost increases. The company's ownership by private equity
funds and current lenders including CVC Credit Partners and Brigade
Capital also constrains the rating, as it increases the likelihood
of aggressive financial strategy actions. This include transactions
that may be deemed a distressed exchange by Moody's.
Supporting the ratings is the strength of consumer demand for
apparel and accessories. The company has reported strong bookings
from its retail partners, and if earnings growth continues, it
would increase the likelihood of a timely and at par debt
refinancing. The ratings also incorporate the company's broad range
of products and brands, which mitigates its fashion risk. Liquidity
is adequate over the next 12 months, including Moody's projections
for modestly positive cash flow, adequate ABL revolver availability
and adequate covenant cushion, partly offset by approaching debt
maturities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the probability of default
increases, including increased refinancing risk, or if earnings
deteriorate or liquidity weakens, including reduced revolver
availability or weaker than expected free cash flow.
Ratings could be upgraded if the company refinances its debt in a
timely and economical manner, while continuing to grow revenue and
operating profit. An upgrade would also require maintaining an
adequate liquidity profile with improved free cash flow and
revolver availability. Quantitatively, the ratings could be
upgraded with expectations for EBITA/Interest to be maintained
above 1.25 times.
Premier Brands Group Holdings LLC (Premier Brands) is a designer,
wholesaler and brand licensor of denim including under the Gloria
Vanderbilt brand, women's apparel including Kasper, and jewelry
through Napier and lonna & lilly. Licensed brands include Anne
Klein, Nine West and Bandolino. The company (formerly named Nine
West Holdings, Inc.) emerged from Chapter 11 bankruptcy in 2019
under the majority equity ownership of CVC Credit Partners and
Brigade Capital. Annual revenue was less than $1 billion over the
fiscal year ended December 31, 2021.
The principal methodology used in these ratings was Apparel
published in June 2021.
PROVECTUS PHARMACEUTICALS: To Seek Stockholder OK of Reverse Split
------------------------------------------------------------------
Provectus Biopharmaceuticals, Inc. announced that, in conjunction
with the filing of the Company's preliminary 2022 proxy statement
(Pre-14A), Provectus' Board of Directors seeks approvals at the
Company's 2022 Annual Meeting of Stockholders on June 22nd for the
authority to:
* Reverse stock split proposal: Amend the Company's Certificate
of Incorporation (as amended by the Series D and D-1 Certificates
of Designation) to effect a reverse stock split of the Company's
common stock, Series D Convertible Preferred Stock, and Series D-1
Convertible Preferred Stock at a ratio of between 1-for-10 and
1-for-50, and to make corresponding amendments to the Series D and
D-1 Certificates of Designation to provide for the proportional
adjustment of certain terms upon a reverse stock split; and
* Authorized share reduction proposal: If and only if the reverse
stock split proposal is approved, amend the Company's Certificate
of Incorporation (as amended by the Series D and D-1 Certificates
of Designation) to decrease the number of authorized shares of
Provectus' common and preferred stocks by the same reverse stock
split ratio determined by the Board.
At the 2022 Annual Meeting, stockholders will also vote on
proposals for the election of directors, approval of the
compensation of the Company's named executive officers, and
ratification of the Company's independent registered public
accounting firm. Subject to review by and/or comments from the
Securities and Exchange Commission (SEC) on the Pre-14A, the
Company will file its definitive 2022 proxy statement thereafter.
About Provectus
Provectus Biopharmaceuticals, Inc. is a clinical-stage
biotechnology company developing immunotherapy medicines based on a
family of small molecules called halogenated xanthenes. The
Company's lead HX molecule is rose bengal sodium.
Provectus reported a net loss of $5.54 million for the year ended
Dec. 31, 2021, compared to a net loss of $6.68 million for the year
ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $3.51
million in total assets, $7.70 million in total liabilities, and a
total stockholders' deficiency of $4.19 million.
Los Angeles, CA-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
29, 2022, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
PROVIDENT FUNDING: Moody's Alters Outlook on 'B1' CFR to Negative
-----------------------------------------------------------------
Moody's Investors Service has affirmed Provident Funding
Associates, L.P.'s corporate family rating at B1 and its long-term
senior unsecured rating at B2. Moody's has also changed Provident's
outlook to negative from stable.
Affirmations:
Issuer: Provident Funding Associates, L.P.
Corporate Family Rating, Affirmed B1
Senior Unsecured Regular Bond/Debenture, Affirmed B2
Outlook Actions:
Issuer: Provident Funding Associates, L.P.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Moody's affirmation of Provident's corporate family rating reflects
the company's conservative credit and operational risk appetite,
which lessens asset quality performance risks. Since before the
2008/9 financial crisis, Provident has maintained its focus on very
high quality prime loans, solid capital, and adequate liquidity,
which contributed to a long and stable operating history. Partly
offsetting these credit strengths are the risks to creditors from
the company's modest franchise position and profitability.
Moody's revised Provident's outlook to negative from stable based
on the company's weakened near-term prospects for profitability,
reflecting competition and lower anticipated origination volumes.
Provident reported a net loss of approximately $5.8 million for
2021, compared to net income of approximately $64.2 million for
2020, resulting in a net income to average managed assets ratios of
-0.4% and 3.4%, respectively. With rising interest rates, Moody's
expects the company's profitability to be constrained over the next
12-18 months because of lower origination volumes given higher
interest rates as well as low gain-on-sale margins due to increased
competition in residential mortgage originations due to excess
industry capacity.
The company's franchise position has weakened significantly over
the past decade, with a decline in market share for both the
company's mortgage loan originations and servicing. For full-year
2021, Provident was the 49th largest mortgage lender in the US,
falling from 16th largest mortgage lender in 2013. Furthermore, as
of year-end 2021, Provident's total servicing portfolio has
decreased to approximately $41.4 billion in unpaid principal
balance (UPB) from $92.0 billion in UPB as of year-end 2013, as the
company retained a lower percentage of servicing from its
newly-originated loans.
Capitalization for the company as measured by tangible common
equity to tangible managed assets (TCE/TMA) decreased to 17.3% as
of December 31, 2021 from 20.9% as of year-end 2020, primarily
reflecting a distribution to partners for tax-related purposes.
Moody's expects the company's capital levels to continue to
experience volatility over the next 12-18 months, but remain above
15%.
The B2 senior unsecured bond rating is based on Provident's B1 CFR
and the application of Moody's Loss Given Default (LGD) for
Speculative-Grade Companies methodology and model, which
incorporate their priority of claim and strength of asset
coverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Since Provident has a negative outlook, a ratings upgrade is
unlikely over the next 12-18 months. The outlook could return to
stable if the company's earnings improve such that return on assets
increases and is expected to remain above 1.5%, while
capitalization as measured by TCE/TMA remains around current
levels. Provident's ratings could be upgraded if the company is
able to sustainably improve its profitability, measured as net
income to total managed assets, to greater than 3.5% while also
achieving and maintaining an adequate capital cushion of around 20%
TCE/TMA.
The ratings could be downgraded if the company's TCE/TMA falls and
is expected to remain below 13.5%, if Moody's determines that
Provident was unable to maintain modest profitability as measured
by net income to assets of at least 1.5%, or if the company
materially increases its reliance on secured corporate funding,
such as secured MSR funding. In addition, the ratings could be
downgraded if Provident's liquidity, funding or asset quality
deteriorate.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
PULMATRIX INC: Names Peter Ludlum as Interim CFO
------------------------------------------------
The Board of Directors of Pulmatrix, Inc. appointed Peter Ludlum as
interim chief financial officer of the Company, effective as of
April 18, 2022, to serve until a successor is chosen and qualified,
or until his earlier resignation or removal. Mr. Ludlum will also
serve as the Company's principal accounting officer and principal
financial officer.
Mr. Ludlum, age 66, has extensive finance and accounting leadership
experience with 17 years as a C level executive in public and
private companies. Since December 2021, Mr. Ludlum has served as a
consultant with Danforth Advisors, LLC, a provider of strategic and
operational finance and accounting for life science companies, and,
since December 2021, he has served as the Company's Strategic
Advisor - Finance pursuant to a November 30, 2021 consulting
agreement between the Company and Danforth. Previously, Mr. Ludlum
served in several executive roles at Emmaus Life Sciences, Inc.
(n/k/a EMI Holding, Inc.), a commercial-stage biopharmaceutical
company, including chief business officer, executive vice president
and chief financial officer, during his tenure from April 2012
until May 2017. Mr. Ludlum previously served as the Chief
Financial Officer of Energy and Power Solutions, Inc., an energy
intelligence company, from April 2008 to December 2011. He
received a B.S. in Business and Economics with a major in
accounting from Lehigh University and an MBA with a concentration
in Finance from California State University, Fullerton.
Pursuant to the Consulting Agreement, Mr. Ludlum will provide
services to the Company under the Consulting Agreement as an
independent contractor and employee of Danforth. The Consulting
Agreement may be terminated by the Company or Danforth (a) with
cause (as defined in the Consulting Agreement), immediately upon
written notice to the other party or (b) without cause upon 30 days
prior written notice to the other party. Pursuant to the
Consulting Agreement, Danforth will receive cash compensation at a
rate of $400 per hour for Mr. Ludlum's services.
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage
biopharmaceutical company developing innovative inhaled therapies
to address serious pulmonary and non-pulmonary disease using its
patented iSPERSE technology. The Company's proprietary product
pipeline includes treatments for serious lung diseases such as
allergic ronchopulmonary aspergillosis and lung cancer, as well as
neurologic disorders such as acute migraine. Pulmatrix's product
candidates are based on iSPERSE, its proprietary engineered dry
powder delivery platform, which seeks to improve therapeutic
delivery to the lungs by maximizing local concentrations and
reducing systemic side effects to improve patient outcomes.
Pulmatrix reported a net loss of $20.17 million for the year ended
Dec. 31, 2021, a net loss of $19.31 million for the year ended Dec.
31, 2020, a net loss of $20.59 million for the year ended Dec. 31,
2019, and a net loss of $20.56 million for the year ended Dec. 31,
2018. As of Dec. 31, 2021, the Company had $58.82 million in total
assets, $11.37 million in total liabilities, and $47.45 million in
total stockholders' equity.
SALINE LODGING: Property Sale Proceeds to Fund Plan
---------------------------------------------------
Saline Lodging Group, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of Michigan a Liquidating Combined Plan and
Disclosure Statement dated April 21, 2022.
The Debtor filed the Chapter 11 with the intent and purpose to
secure lending and/or investment to continue and complete the
construction of the hotel and start operations and maintain a
reorganized corporate structure of Saline Lodging Group, LLC.
Despite significant efforts, Debtor has been unable to secure
post-petition lending or investment required to complete the hotel
and reorganize the Debtor.
This plan provides for lump sum payments to creditors from proceeds
of the Debtor's only asset, the property and hotel project at 1250
E. Michigan Ave., Saline, Michigan ("the Property"). To fund the
plan, the Property will be sold to the highest bidder in a sale of
the of Property pursuant to a motion for sale of the Property under
Section 363 of the Bankruptcy Code. The sale and funds will be
administered by the Debtor's attorney.
Class 3 consists of a third priority secured claim, subordinate to
the claims of property taxes in Class 1 and construction lien
claims in Class 2. Your Enterprise Solutions, LLC holds the lien
against the Property. Superior claims, including administrative
claims, total approximately $739,170.70. Your Enterprise Solutions,
LLC paid up to $3,791,554 from proceeds of the sale. Your
Enterprise Solutions, LLC will have a Class 5 unsecured claim for
any amount of its claim not satisfied from sale proceeds.
Class 4 consists of a fourth priority secured claim, subordinate to
the claims of property taxes in Class 1, construction lien claims
in Class 2, and Enterprise Solutions, LLC in Class 3. William Long
holds a mortgage against the Property in the amount of $460,000.
Superior claims total $4,530,724.70. William Long paid up to
$460,000 from proceeds of the sale. William Long will have a Class
5 unsecured claim for any amount of its claim not satisfied from
sale proceeds.
Class 5 consists of the claims of all unsecured creditors in the
total amount of $3,214,801. The holders of allowed Class 5 claims
shall receive a pro-rata share of approximately proceeds from the
sale after the administrative expenses and claims in Classes 1, 2,
3, and 4 are paid. Class 5 Claimants are impaired and are entitled
to vote.
Class 6 consists of interests of the Members of Saline Lodging
Group. The membership interests of the Debtor shall be cancelled
and pro-rata payments made to the members from sale proceeds only
if Classes 1 through 5 are paid in full.
A full-text copy of the Liquidating Combined Plan and Disclosure
dated April 21, 2022, is available at https://bit.ly/3Ll6GEe from
PacerMonitor.com at no charge.
Debtor's Counsel:
Donald Darnell, Esq.
Darnell Law Office
8080 Grand St.
Dexter, MI 48130
Tel: 734-424-5200
Fax: 734-786-1605
Email: dondarnell@darnell-law.com
About Saline Lodging Group
Saline, Mich.-based Saline Lodging Group is a Michigan corporation
formed on February 4, 2017, to own and run a hotel and restaurant
at 1250 E. Michigan Ave., Saline, Michigan. The hotel and
restaurant is a three story, 63-room hotel, with 40 double queen
suites, 10 king room suites, and three long-term suites.
Saline Lodging Group filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
21-47210) on Sept. 6, 2021, listing as much as $10 million in both
assets and liabilities. Judge Maria L. Oxholm presides over the
case. Donald Darnell, Esq., at Darnell Law Office represents the
Debtor as legal counsel.
SANUWAVE HEALTH: Adds Three New Board Members
---------------------------------------------
SANUWAVE Health, Inc. announced three new board members will join
as one departs.
"We are excited to expand our board with three new members who will
help us reach new heights by bringing diverse expertise and insight
to our work," said SANUWAVE CEO & Chairman of the Board Kevin A.
Richardson, II. "We anticipate 2022 being a year of growth and
opportunity and we have worked diligently to ensure SANUWAVE's
board and leadership represents a variety of experts that will
support the progression and evolution of the company."
The new board members Ian Miller, Jeffrey Blizard, and Jim Tyler
will begin their terms in Q2 2022.
* Ian Miller: Commercial Vice President of Hoogwegt US where he
manages a team of traders generating more than $500 Million in
annual revenue by purchasing and selling in excess of 250,000
metric tons of commodities which are distributed around the globe.
Mr. Miller has a Master of Business Administration from Drake
University and brings over 20 years of sales leadership knowledge
that will help SANUWAVE develop its non-medical verticals and
growth strategies. Throughout his career, Mr. Miller has built a
successful track record for business development and strategic
implementation that have helped companies grow both their top and
bottom lines.
* Jeffrey Blizard: Senior Director of Sales at AbioMED where he
led sales of Impella in the surgical market bringing it from 16
million to 150 million in 6 years. Mr.Blizard brings a strong
knowledge of capital equipment and sales leadership specific to the
medical industry. Throughout his career, Mr. Blizard has shown
strength in business and market development
* Jim Tyler: Advisory partner to Morgan Stanley Expansion
Capital. Mr. Tyler brings over 40 years of operations and
financial leadership in various healthcare delivery models. Mr.
Tyler built a successful track record for operation excellence
specifically in the wound care industry as COO with National
Healing which later became Healogics.
Additionally, SANUWAVE wishes to express its deep appreciation to
departing board member, John Nemelka, who joined the board in
2007.
"John is a founding board member who has stood with SANUWAVE for
over 17 years. While it's hard to see him go, he has undoubtedly
made lasting contributions that have helped us chart a course for
continued growth and success," Kevin stated. "We are extremely
grateful for all of his hard work and dedication."
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shock wave
technology company using a patented system of noninvasive,
high-energy, acoustic shock waves for regenerative medicine and
other applications. The Company's initial focus is regenerative
medicine utilizing noninvasive, acoustic shock waves to produce a
biological response resulting in the body healing itself through
the repair and regeneration of tissue, musculoskeletal, and
vascular structures.
SANUWAVE reported a net loss of $30.94 million for the year ended
Dec. 31, 2020, compared to a net loss of $10.43 million for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$19.74 million in total assets, $44.99 million in total
liabilities, and a total stockholders' deficit of $25.25 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated Oct.
21,
2021, citing that the Company has violated its debt covenants,
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
SOUTHEAST SUPPLY: S&P Downgrades ICR to 'B', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Southeast
Supply Header LLC (SESH) and its issue-level rating on SESH's
senior unsecured debt to 'B' from 'BB-'. The '3' recovery rating on
the debt, which indicates meaningful recovery (50%-70%; rounded
estimate: 55%) in the event of default, is unchanged.
The downgrade follows S&P's revised assessment of SESH's business
risk based on the company's existing contract profile, as well as
weaker forecast cash flows and credit metrics during its outlook
period.
The negative outlook reflects the company's next debt maturity and
the associated refinancing risk.
The downgrade reflects S&P's revised assessment of SESH's business
risk following the evolution of the company's contract profile. In
late 2020, almost half of SESH's firm take-or-pay contracts expired
and although the company has been able to market most of its vacant
capacity, the newer contracts have a much shorter term relative to
the ongoing contracts. Over the years, additional pipeline capacity
has been built in the Florida market, which has intensified
competition and reduced SESH's market share. SESH's
weighted-average life is about 3.5 years, which is much lower than
what the pipeline has historically had. Generally speaking,
shorter-tenor contracts increase exposure to market conditions and
can result in volume fluctuations and cash flow volatility. These
factors ultimately affect business risk.
S&P said, "We forecast weaker credit metrics as a result of
potentially lower throughput and contract pricing. SESH's financial
performance and cash flow generation have lagged our expectations
due to lower utilization and pricing. During 2021, the pipeline's
utilization was about 65% and in the first quarter of 2022, it was
57%. Historically, the company has achieved utilization above 90%.
In addition, rates on the recently renewed contracts are much
lower, which indicates further weakness in the company's future
potential cash flow. As a result of these dynamics, we are
projecting debt to EBITDA in the 8x area through 2023 versus our
previous expectation of 6x. The company's debt to EBITDA for 2021
was about 9x.
"SESH's senior unsecured notes mature in June 2024, and the company
is exposed to increased refinancing risk due to current business
conditions. SESH's $400 million unsecured notes will mature in
2024. Given the company's deteriorated business fundamentals and
weaker cash flow outlook, we believe that it could face challenges
in refinancing its debt. Although we acknowledge the company has
financially strong and reputable sponsors that could provide
support in an event of distress, their potential support cannot be
determined with certainty at present."
The negative outlook reflects the company's next debt maturity and
the associated refinancing risk. In addition, because of the
shorter tenor of SESH's commercial underpinnings, declines in the
pipeline's throughput and utilization could lead to
weaker-than-expected cash flow, which will ultimately exacerbate
the refinancing risk.
S&P said, "We could lower the rating if SESH's weighted-average
debt maturity is less than two years with no concrete refinancing
plan or explicit sponsor support in place. We could also lower the
rating if we believed SESH's business risk profile had weakened
further or the company's capital structure had become
unsustainable.
"We could consider revising the outlook to stable if SESH is able
to refinance its maturing debt in the coming months."
STONEMOR INC: Axar Agrees to Terminate Subadvisor Deal
------------------------------------------------------
Axar Capital Management, LP agreed to terminate the Subadvisor
Agreement dated as of Feb. 1, 2021 with Cornerstone Trust
Management Services LLC, a wholly owned subsidiary of StoneMor
Inc., at the request of the Trust and Compliance Committee of
StoneMor's Board of Directors.
In connection with the termination, Axar also agreed to waive all
fees payable to it under the agreement for the period from Jan. 1,
2022 though the termination date.
Axar is currently the beneficial owner of approximately 74.9%% of
StoneMor's outstanding common stock. The termination was requested
by the committee following its review of certain investments by
StoneMor's trusts recommended by Axar under the agreement in which
Axar had an interest. In connection with the termination, the
committee authorized Cornerstone to engage Cambridge Associates
LLC, which is also a subadvisor to Cornerstone, to resume providing
the administrative and other investment advisory services it had
previously furnished to Cornerstone prior to the assumption of such
responsibilities by Axar under the agreement.
About StoneMor Inc.
StoneMor Inc. (http://www.stonemor.com),headquartered in Bensalem,
Pennsylvania, is an owner and operator of cemeteries and funeral
homes in the United States, with 304 cemeteries and 72 funeral
homes in 24 states and Puerto Rico. StoneMor's cemetery products
and services, which are sold on both a pre-need (before death) and
at-need (at death) basis, include: burial lots, lawn and mausoleum
crypts, burial vaults, caskets, memorials, and all services which
provide for the installation of this merchandise.
StoneMor reported a net loss of $55.28 million for the year ended
Dec. 31, 2021, a net loss of $8.36 million for the year ended Dec.
31, 2020, and a net loss of $151.94 million for the year ended Dec.
31, 2019. As of Dec. 31, 2021, the Company had $1.74 billion in
total assets, $1.89 billion in total liabilities, and a total
stockholders' deficit of $145.74 million.
STORTZ FARM: Gets Court OK to Hire Title Opinion Attorney
---------------------------------------------------------
Stortz Farm Partnership received approval from the U.S. Bankruptcy
Court for the Northern District of Iowa to hire Eric Langston,
Esq., an attorney at Langston Legal, PLC.
The Debtor requires the services of an attorney to prepare a title
opinion in connection with the proposed parcellation of a property,
which it intends to sell at auction.
Mr. Langston will be paid at his hourly rate of $375.
In court papers, Mr. Langston disclosed that he is not a creditor,
equity security holder or insider of the Debtor.
Mr. Langston holds office at:
Eric Langston, Esq.
Langston Legal PLC
5249 N. Park Pl NE #1008
Cedar Rapids, IA 52402
Phone: (319) 435-9793
Email: contact@langston.legal
About Stortz Farm Partnership
Waukon, Iowa-based Stortz Farm Partnership filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Iowa
Case No. 22-00069) on Feb. 10, 2022, listing up to $10 million in
both assets and liabilities. Douglas Dean Flugum serves as the
Debtor's Subchapter V trustee.
Judge Thad J. Collins oversees the case.
The Debtor tapped Ag & Business Legal Strategies as legal counsel.
SUNRISE REAL: Swings to $46.3 Million Net Income in 2021
--------------------------------------------------------
Sunrise Real Estate Group, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing net
income of $46.28 million on $54.14 million of net revenues for the
year ended Dec. 31, 2021, compared to a net loss of $4.24 million
on $5.89 million of net revenues for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $366.95 million in total
assets, $196.33 million in total liabilities, and $170.62 million
in total stockholders' equity.
In 2021, the Company's principal sources of cash were revenues from
its receipts in advance from real estate development projects,
property management business, as well as the dividend distribution
from its affiliates. Most of the Company's cash resources were
used to fund its property development investment and revenue
related expenses, such as salaries and commissions paid to the
sales force, daily administrative expenses and the maintenance of
regional offices.
The Company ended the period with a cash position of $24,901,044.
Net cash used in the Company's operating activities in 2021 was
$19,042,772, representing an decrease of receipts in cash in the
amount of $37,636,738 as compared to the cash provided for 2020.
The decrease was primarily attributable to the decrease in cash
used in unconsolidated affiliates of $43,324,502 and the payment of
bonus to the director, Mr. Lin Chi Jung.
Net cash provided by the Company's investment activities was
$28,146,953, representing a increase of $2,080,869 as compared to
the cash received in investing activities for 2020. The increase
in cash from investment activities was primarily attributable to
the increase in cash provided in dividend distribution from SHDEW,
an affiliate, of $16,690,371 and net cash from transactional
financial assets in 2021.
Net cash used by the Company's financing activities was
$22,327,921, representing an decrease from $2,010,325 in 2020.
This decrease was primarily attributable to restricted cash of
$15,458,728.
The cash needs for 2022 were for the funds required to finance the
Company's future projects in property development and real estate
developments.
Sunrise Real stated, "If our business otherwise grows more rapidly
than we predict, we plan to raise funds through the issuance of
additional shares of our equity securities in one or more public or
private offerings. We will also consider raising funds through
credit facilities obtained with lending institutions and
affiliates, as we have done previously, but there can be no
guarantee that we will be able to obtain such funds through the
issuance of debt or equity with terms satisfactory to management
and our board of directors.
"Management believes that the Company will generate sufficient cash
flows to fund its operations and to meet its obligations on a
timely basis for the next twelve months by successfully
implementing its business plans, obtaining continued support from
its lenders to roll over debts when they became due, and securing
additional financing as needed. Based upon the equity income
generated by SHDEW in 2021, we expect a substantial cash dividend
from SHDEW in 2022, which will be our principal source of
liquidity. We have been able to secure new bank lines of credit
from banks and secure additional loans from affiliates to fund our
operations to date. However, if events or circumstances occur such
that the Company is unable to successfully implement its business
plans, fails to obtain continued support from its lenders or to
secure additional financing, the Company may be required to suspend
operations or cease business entirely."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1083490/000141057822000970/srre-20211231x10k.htm
About Sunrise Real
The principal activities of Sunrise Real Estate Group, Inc. and its
subsidiaries offer real estate development and property brokerage
services, including real estate marketing services, property
leasing services; and property management services in the People's
Republic of China.
* * *
This concludes the Troubled Company Reporter's coverage of Sunrise
Real until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level sufficient
to warrant renewed coverage.
SYNIVERSE CORP: S&P Assigns 'B-' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned a 'B-' issuer credit rating and stable
outlook to Syniverse Corp.
S&P withdrew the issuer credit rating on Syniverse Holdings Inc
(entity to be renamed to Syniverse Holdings LLC prior to close)
S&P views Syniverse Holdings LLC as a core subsidiary of Syniverse
Corp. and equalized its ratings on Syniverse Holdings LLC with its
ratings on Syniverse Corp.
S&P said, "We also assigned a 'B-' issue-level rating and '3'
recovery rating to Syniverse Holdings LLC's new $150 million senior
secured revolver due 2027 and $1.025 billion first lien term loan
due 2029. The '3' recovery rating indicates our expectation of
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a payment default.
"The stable outlook reflects our expectation that low double-digit
organic revenue growth, driven by higher messaging volumes and a
gradual rebound in global travel, combined with stable margins
should enable solid EBIDTA growth, allowing it to reduce its
leverage to the mid-6x area by the end of 2023, in line with our
leverage parameters for the rating.
"The recapitalization is supported by $750 million of common equity
from Twilio Inc. which remains a strategic partner, as well as $315
million of new preferred equity. We expect the revised transaction
to result in more modest debt reduction than was contemplated from
the previously proposed special purpose acquisition company (SPAC)
merger. As a result, we expect S&P Global Ratings-adjusted debt to
EBITDA to be in the high-6x area in 2022, declining to the mid-6x
area in 2023. In the SPAC transaction, we assumed that leverage
would decline to the mid-5x area by 2023, which could have
supported a higher rating.
"We treat the preferred instrument as debt since it is callable in
two years and has an elevated payment-in-kind (PIK) rate with step
ups, which could provide incentive for the company to redeem the
instrument as soon as possible. That said, the PIK feature will
enable the company to reduce cash interest expense and conserve
cash flow, which enhances its financial flexibility to support
ongoing investments in next-generation products, services, and
internal infrastructure. Still, we expect the company's free
operating cash flow (FOCF) will be low relative to its debt burden,
at less than 5%.
"Syniverse's separation of legal entities does not affect our view
of overall credit quality, which we assess on a consolidated basis.
As part of the transaction, Syniverse is separating its North
American enterprise messaging business from its carrier businesses
and the international portion of its enterprise business. We have
reviewed the implications of Syniverse's new legal entity structure
and have decided to view the company's credit quality on a
consolidated basis. The ability for cash to be moved between the
entities will be governed by the credit agreement, and we believe
with few limitations. We also expect that Syniverse's consolidated
revenue, costs, and earnings will be unaffected by the separation.
"We think the partnership with Twilio could open a new avenue for
growth over the next few years. As part of this transaction,
Syniverse will enter into an exclusive multiyear wholesale
agreement with Twilio Inc., under which Twilio will route a
substantial majority of its North America A2P and 10-digit long
code A2P messaging traffic to Syniverse, subject to capacity
constraints. The agreement is expected to result in higher
messaging volumes than Syniverse currently receives from Twilio
under its existing contract. Furthermore, we think Twilio could
decide to route additional messaging traffic through Syniverse over
time because of its approximate 45% pro forma ownership stake
Syniverse, which could drive incremental messaging volumes and
revenue from enterprise customers over the next couple of years.
However, Syniverse will need to make investments to increase the
capacity of its platforms to handle larger volumes.
"An improved outlook for the COVID-19 pandemic and increased global
travel could help Syniverse's key business segments. With air
travel at just 10% below the pre-pandemic level, and almost four
percentage points above a month ago, the outlook for global travel
remains positive in the U.S., where Syniverse derives over 60% of
its revenues. At the same time, we expect that continued easing of
travel restrictions outside should lead to a gradual pickup in
roaming volumes globally. While lockdowns remain in place
throughout the Asia-Pacific region, the region accounts for only
18% of the company's revenues.
"We believe cost input inflation risks are limited for at least the
next year or two. We don't expect any material input cost inflation
for Syniverse for the next 12-24 months. The company recently
underwent a series of cost initiatives that we believe will serve
as an offset to potential cost inflation, including higher labor
costs.
"The stable outlook reflects our expectation that low-double digit
organic revenue growth driven by higher messaging volumes and a
gradual rebound in global travel combined with stable margins
should enable solid earnings growth, allowing it to reduce its
leverage to the mid-6x area by the end of 2023 from the high-6x
area in 2022, in line with our leverage parameters for the
rating."
S&P could lower the rating on Syniverse if:
-- Reduced travel results in lower roaming volumes.
-- Its operating performance is substantially weaker than it
expects because of slower growth in enterprise messaging and
5G-based products, which limits EBITDA growth and keeps leverage
elevated such that the company's financial commitments appear
unsustainable over the long term.
-- S&P believes the company will face a near-term liquidity
crisis.
S&P could raise the rating if:
-- Syniverse sustains healthy growth in its enterprise messaging
business and other strategic products such as 5G-based products;
and
-- Improves leverage to below 6x, with prospects for further
improvement over time.
Environmental, Social, And Governance
ESG credit indicators: to E-2, S-2, G-3; from E-2, S-3, G-3
S&P said, "We have changed the Social Credit Indicator to S-2 from
S-3, indicating that social factors have no material influence on
our credit rating analysis of Syniverse. Social factors had been a
modestly negative consideration in our analysis because the
COVID-19 pandemic contributed to a downgrade in April 2020, as
health and safety concerns directly affected the travel industry,
which hurt the company's roaming revenue. We believe this risk has
abated based on our improved outlook for the COVID pandemic.
Governance is also a moderately negative consideration. 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 their generally finite holding periods and a focus on
maximizing shareholder returns."
SYNIVERSE HOLDINGS: Moody's Puts Caa1 CFR Under Review for Upgrade
------------------------------------------------------------------
Moody's Investors Service changed the direction of its rating
review of Syniverse Holdings, Inc.'s existing ratings, including
the Caa1 corporate family rating and Caa1-PD probability of default
rating, from review direction uncertain to review for upgrade.
Concurrently, Moody's assigned a B3 rating to Syniverse's proposed
senior secured first lien credit facility. Together with an
approximately $1.065 billion equity raise, the proceeds from the
proposed credit facility will be used to refinance the company's
existing capital structure. The ratings on Syniverse's existing
senior secured 1st lien bank credit facility and senior secured 2nd
lien bank credit facility ratings are expected to be withdrawn upon
the repayment of these credit facilities at close.
The change in the direction of the review reflects the likelihood
of an upgrade of Syniverse's CFR should the proposed transactions
close timely and as proposed. The proposed transactions, including
applying the proceeds from a $750 million equity investment by
Twilio and $315 million preferred equity investment to pay down
debt, will improve Syniverse's liquidity and reduce leverage. If
the transaction closes as anticipated by the end of May 2022,
Moody's estimates pro forma Debt/EBITDA (Moody's adjusted) will
approach 5x by the end of fiscal year ending 11/2022, down from
9.7x as of LTM 2/2022 (Moody's adjusted). Moody's views governance
considerations as integral to this ratings action. The benefits of
reduced leverage will be somewhat counterbalanced by the diminished
business diversification because of the carveout of the North
American messaging assets from the proposed credit facility's
collateral package.
The rating actions follow Syniverse's announcement [1] that it had
launched a new credit facility in connection with an alternative
transaction outlined in the Framework Agreement among Syniverse
Corporation, Twilio Inc. (Twilio, Ba3 stable) and Carlyle Partners
V Holdings, L.P. (Carlyle). Under the terms of the agreement,
Twilio will acquire a minority stake in Syniverse for up to $750
million in cash, subject to closing conditions, and will maintain
its previously negotiated wholesale agreement with Syniverse. Among
closing conditions, the agreement requires that Syniverse receive
an additional investment in the form of preferred non-convertible
equity and is conditional upon Syniverse refinancing its existing
capital structure. The agreement terminates if these conditions are
not met by May 16, 2022. The proposed credit facility consists of a
$1.025 billion 7-year senior secured first lien term loan and a
$150 million 5-year revolver (undrawn at close).
Pursuant to the terms of the proposed transaction, Syniverse will
separate the assets and associated cash flows that directly service
the wholesale agreement with Twilio such that they become legally
separate from the collateral securing the proposed credit facility.
Syniverse Holdings, Inc will be converted to a limited liability
company and renamed Syniverse Holdings, LLC in connection with the
proposed transactions (at close).
On Review for Upgrade:
Issuer: Syniverse Holdings, Inc.
Corporate Family Rating, Placed on Review for Upgrade, currently
Caa1
Probability of Default Rating, Placed on Review for Upgrade,
currently Caa1-PD
Gtd Senior Secured 1st Lien Revolving Credit Facility, Placed on
Review for Upgrade, currently Caa1 (LGD3)
Gtd Senior Secured 1st Lien Term Loan B, Placed on Review for
Upgrade, currently Caa1 (LGD3)
Senior Secured 2nd Lien Term Loan, Placed on Review for Upgrade,
currently Caa3 (LGD6)
Assignments:
Issuer: Syniverse Holdings, Inc.
Gtd Senior Secured 1st Lien Multi Currency Revolving Credit
Facility, Assigned B3 (LGD3)
Gtd Senior Secured 1st Lien Term Loan, Assigned B3 (LGD3)
RATINGS RATIONALE
Syniverse's current Caa1 CFR (on review for upgrade) reflects its
high leverage, currently weak liquidity, secular decline in the
highly profitable CDMA business, and historical execution
difficulties that have not yet reversed. The company's collateral
package will exclude the North American enterprise messaging
assets, diminishing business diversification and the benefits of
double-digit revenue growth potential of these assets.
Nevertheless, Syniverse garners credit support from its global
reach, secure communication network, established business serving
mobile network operators and enterprises globally and leading
market positions with differentiated technology. The rating is also
supported by Moody's expectation that Syniverse will reduce its
leverage to approximately 5.6x (Moody's adjusted) proforma for the
proposed transactions and operate with leverage of under 5x
(Moody's adjusted) over the next 12-18 months.
To the extent the proposed transactions are completed timely,
consistent with the proposed terms, operating performance continues
to improve, and absent any other material changes to the credit
profile, Moody's would consider upgrading Syniverse's corporate
family rating and probability of default rating by one notch to B3
and B3-PD, respectively, with a stable outlook.
The B3 rating on the proposed credit facility is based on the
post-transaction credit profile of the company consistent with
Moody's current expectation for a post-transaction B3 CFR, assuming
timely close of the proposed transactions on current terms and
improving operating performance. The closing of the proposed credit
facility is contingent upon the Twilio and preferred equity
investments.
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 $214 million and
100% of consolidated EBITDA , plus unlimited amounts subject to
first lien net leverage of 4.85x (if pari passu secured). The
company can also incur debt in an amount up to 100% its capacity
under the restricted payments (RP) builder basket and a number of
RP carveouts. An investment grade rating of the credit facilities
from one or more rating agencies triggers a high-yield bond style
"suspension of covenants" mechanic. Amounts up to the greater of
$214 million and 100% 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. There are no express protective provisions prohibiting an
up-tiering transaction.
The proposed terms and the final terms of the credit agreement may
be materially different.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The review for upgrade of Syniverse's ratings will continue to
focus on the successful completion of the proposed transactions,
including consummation of Twilio investment and refinancing.
Headquartered in Tampa, Florida, Syniverse Holdings, Inc. is a
leading provider of mobile and wireless technology services to
mobile network operators and enterprises globally. The company's
LTM 2/2022 revenue was $750 million.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
TAVERN ON LAGRANGE: Case Summary & 11 Unsecured Creditors
---------------------------------------------------------
Debtor: Tavern on LaGrange Corp
5403 S La Grange Rd
Attn G. Estevein Perkins
Countryside, IL 60525-2852
Business Description: The Debtor is a privately held company
in the restaurant business.
Chapter 11 Petition Date: April 26, 2022
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 22-04773
Judge: Hon. Benjamin A. Goldgar
Debtor's Counsel: J. Kevin Benjamin, Esq.
BENJAMIN LEGAL SERVICES
1016 W. Jackson Blvd
Chicago, IL 60607-2914
Tel: (773) 425-5755
Email: jkb@benjaminlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Estevein G. Perkins as manager and
designated corporate representative.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/7OS77JI/Tavern_on_LaGrange_Corp__ilnbke-22-04773__0001.0.pdf?mcid=tGE4TAMA
TELIGENT INC: Trustee Calls Chapter 11 Plan Confusing
-----------------------------------------------------
Rick Archer of Law360 reports that the U. S. Trustee's Office on
Monday, April 25, 2022, urged a Delaware bankruptcy judge to reject
generic pharmaceutical maker Teligent Inc.'s Chapter 11 plan
disclosures, saying the statement provides a "baffling" explanation
of impermissible, involuntary third-party liability releases.
In the objection, U. S. Trustee Andrew Vara argued that the
disclosure should not be approved, saying it outlines a plan that
would force third-party releases on both creditors and
noncreditors, while failing to provide an understandable
explanation of who is providing releases and who is being released.
"Among other failures, the disclosure statement does nothing to
clarify the plan's baffling series of interlocking terms and
definitions."
About Teligent Inc.
Teligent, Inc., a specialty generic pharmaceutical company,
develops, manufactures, markets, and sells generic topical, branded
generic, and generic injectable pharmaceutical products in the
United States and Canada. The company was formerly known as IGI
Laboratories, Inc. and changed its name to Teligent, Inc. in
October 2015. Teligent, Inc. was founded in 1977 and is based in
Buena, N.J.
Teligent Inc. and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11332) on Oct. 14, 2021. The cases
are handled by Honorable Judge Brendan Linehan Shanno.
As of Aug. 31, 2021, Teligent had total assets of $85 million and
total debt of $135.8 million.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel; K&L Gates, LLP as special corporate counsel;
Raymond James & Associates, Inc. as investment banker;
PharmaBioSource Realty, LLC as real estate consultant; and Portage
Point Partners, LLC as restructuring advisor. Vladimir Kasparov of
Portage Point Partners serves as the Debtors' chief restructuring
officer. Epiq Corporate Restructuring, LLC is the claims and
noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' cases on Oct. 27, 2021. Jenner
& Block, LLP and Saul Ewing Arnstein & Lehr, LLP serve as the
committee's bankruptcy counsel. Province, LLC is the committee's
financial advisor.
Latham & Watkins LLP, serves as co-counsel to the Prepetition First
Lien Parties and the Senior DIP Parties. Morgan Lewis & Bockius LLP
serves as co-counsel to the DIP Junior Term Loan Parties and
Prepetition Second Lien Parties. Morris, Nichols, Arsht & Tunnell
LLP serves as co-counsel to the DIP Parties and Prepetition Secured
Parties. Jenner & Block LLP serves as co-counsel to the Creditors'
Committee. Osler, Hoskin & Harcourt LLP, serves as Canadian
counsel to both the DIP Junior Term Loan Parties and the Senior DIP
Parties. NautaDutilh Avocats Luxembourg S.a r.l., as Luxembourg
serves as counsel to both the DIP Junior Term Loan Parties and the
Senior DIP Parties. TGS Baltric is the Estonian counsel to both the
DIP Junior Term Loan Parties and the Senior DIP Parties.
TNBI INC: Interim Cash Collateral Access, $125,000 DIP Loan OK'd
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
TBNI, Inc. to, among other things, use cash collateral on an
interim basis and obtain postpetition financing.
The Debtor is authorized to borrow from Aisling Investments LP, up
to $125,000 in postpetition debtor-in-possession financing, subject
to the Budget and in the business judgment of the Debtor.
The DIP Facility will incur interest at a rate of 5% per annum,
which amounts shall accrue but will not be payable until the
Maturity Date.
The Debtor has argued its ability to maintain its property and
administer the Chapter 11 Case requires continued use of Cash
Collateral and the incurrence of the DIP Facility.
The Court said the DIP Loan proceeds may be used during the
Specified Period by the Debtor to: (a) finance its working capital
needs and for any other general corporate purposes; and (b) pay
related transaction costs, fees, liabilities and expenses and other
administration costs incurred in connection with and for the
benefit of this Chapter 11 Case. Nothing in the Interim Order will
authorize (A) any disposition of any assets of the Debtor or its
estate, including, without limitation, any disposition of its
interests or rights in any intellectual property or software
assets, or (B) the Debtor's use of any DIP Facility proceeds except
as permitted in the Interim Order and in accordance with the
Budget.
As adequate protection, the Prepetition Secured Parties are granted
valid, binding, continuing, enforceable, fully perfected, first
priority senior replacement liens on and security interests in any
and all tangible and intangible pre- and post-petition property of
the Debtor.
The Adequate Protection Liens will be junior only to the Carve-Out,
the superpriority lien as and when granted to the Final DIP
portion, as and when approved, and any Permitted Encumbrance. The
Adequate Protection Liens will otherwise be senior to all other
security interests in, liens on, or claims against any of the
Adequate Protection Collateral.
The Adequate Protection Amount due to the Prepetition Secured
Parties will constitute an allowed superpriority administrative
expense claim against the Debtor in the amount of any diminution in
value of the Prepetition Collateral, including cash collateral.
These events constitute an "Event of Default:"
a. The Adequate Protection Liens cease to be in full force and
effect, or cease to create a perfected security interest in, and
lien on, the Prepetition Collateral purported to be created
thereby;
b. The failure of the Debtor to perform or comply with any of
the terms, provisions, conditions, covenants, or obligations under
the Interim Order, including all Budget Covenants;
c. The Court enters an order granting relief from the
automatic stay applicable under section 362 of the Bankruptcy Code
authorizing an action by a lienholder with respect to assets of the
Debtor on which such lienholder has a lien with an aggregate value
in excess of $50,000;
d. The entry of an order: (a) appointing a trustee, receiver
or examiner with expanded powers, including to manage the Debtor's
business, with respect to the Debtor, (b) dismissing the Chapter 11
Case, (c) converting the Chapter 11 Case to a case under chapter 7
of the Bankruptcy Code, in each case where such order has become a
final order not subject to appeal, or (d) terminating the Debtor's
exclusivity period under section 1121 of the Bankruptcy Code for
any reason whatsoever;
e. The Debtor, after the Petition Date, takes any action, or
as to insiders, permits any action, that would result in an
"ownership change" as such term is used in 26 U.S.C. section 382;
or
f. The Debtor breaches or fails to comply with the terms of
the Interim Order, the DIP Promissory Note, the Final Order or the
Plan, in any material respect.
The final hearing on the matter is scheduled for May 17, 2022 at 10
a.m.
A copy of the order is available at https://bit.ly/3K2gXUo from
PacerMonitor.com.
About TNBI Inc.
TNBI Inc. is the creator of a mobile application for using the most
advanced laundromat payment system. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 22-10343) on April 14, 2022. In the petition signed by James
Garrity, chief executive officer, the Debtor disclosed $717,963 in
assets and $2,787,751 in liabilities.
Judge J. Kate Stickles oversees the case.
Ronald S. Gellert, Esq., at Gellert Scali Busenkell and Brown, LLC
is the Debtor's counsel.
TOSCANA LUNA: Gets Interim OK to Hire Derbes Law Firm as Counsel
----------------------------------------------------------------
Toscana Luna, LLC, received interim approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to hire The
Derbes Law Firm, LLC to serve as legal counsel in its Chapter 11
case.
The firm's services include:
(a) advising the Debtor regarding its powers and duties in the
continued management of its business and property;
(b) attending meetings with representatives of creditors and
other parties;
(c) taking all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor's behalf, the defense of any action commenced against the
Debtor, negotiations concerning litigation in which the Debtor is
or may become involved, and objections to claims to be filed by the
estate;
(d) preparing legal papers;
(e) negotiating and preparing a plan of reorganization,
disclosure statement and all related documents, and taking any
necessary action to obtain confirmation of the plan;
(f) appearing before the court;
(g) advising the Debtor concerning executory contract and
unexpired lease assumption, assignment or rejection, and lease
restructuring and recharacterization; and
(h) commencing and conducting litigation necessary to assert
rights held by the Debtor; and
(i) performing all other necessary legal services for the
Debtor.
The hourly rates charged by the firm for its services are as
follows:
Albert J. Derbes, IV, Esq. $425 per hour
Eric J. Derbes, Esq. $425 per hour
Mark S. Goldstein, Esq. $425 per hour
Wilbur J. Babin, Jr., Esq. $425 per hour
Patrick S. Garrity, Esq. $425 per hour
Beau P. Sagona, Esq. $425 per hour
Frederick L. Bunol, Esq. $325 per hour
David M. Serio, Esq. $260 per hour
Jared S. Scheinuk, Esq. $260 per hour
Hugh J. Posner, CPA $250 per hour
Bryan J. O’Neill, Esq. $250 per hour
Notary $80 per hour
Paralegal $80 per hour
Legal Assistant $60 per hour
Patrick Garrity, Esq., a partner at Derbes Law Firm, disclosed in a
court filing that all attorneys at his firm are "disinterested
persons" within the meaning of Section 101(14) of the Bankruptcy
Code.
Derbes Law Firm can be reached at:
Patrick S. Garrity, Esq.
The Derbes Law Firm, LLC
3027 Ridgelake Drive
Metairie, LA 70002
Tel: (504) 837-1230
Fax: (504) 837-2214
Email: pgarrity@derbeslaw.com
About Toscana Luna
Toscana Luna, LLC, a company in Metairie, La., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No.
22-10328) on March 29, 2022, listing as much as $10 million in both
assets and liabilities.
Judge Meredith S. Grabill oversees the case.
The Derbes Law Firm, LLC, led by Patrick S. Garrity, Esq., is the
Debtor's legal counsel.
TOWNHOUSE 308W78: Case Summary & Seven Unsecured Creditors
----------------------------------------------------------
Debtor: Townhouse 308W78 LLC
308 West 78th Street
New York, NY 10024
Business Description: Townhouse 308W78 LLC is a Single Asset Real
Estate (as defined in 11 U.S.C. Section
101(51B)). The Debtor owns eight units
multifamily property located at 308 W 78th
Street, NY valued at $6 million.
Chapter 11 Petition Date: April 26, 2022
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 22-10514
Debtor's Counsel: Charles Wertman, Esq.
LAW OFFICES OF CHARLES WERTMAN
100 Merrick Rd
304W
Rockville Centre, NY 11570
Tel: 516-284-0900
Fax: 516-284-0901
Email: charles@cwertmanlaw.com
Total Assets: $6,000,000
Total Liabilities: $5,953,508
The petition was signed by Helena Houdoua, 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/JFQL25Q/TOWNHOUSE_308W78_LLC__nysbke-22-10514__0001.0.pdf?mcid=tGE4TAMA
TRIDENT BRANDS: Delays Form 10-Q for the Period Ended Feb. 28
-------------------------------------------------------------
Trident Brands Incorporated filed a Form 12b-25 with the Securities
and Exchange Commission with respect to its Quarterly Report on
Form 10-Q for the period ended Feb. 28, 2022.
The Company was unable to file, without unreasonable effort and
expense, its Form 10-Q Quarterly Report because the Company's
auditor has not completed their review of the Form 10-Q. The Form
10-Q will be filed on or before the 5th calendar day following the
prescribed due date of the Company's Form 10-Q.
The Company anticipates that its loss from operations for the
quarter ended Feb. 28, 2022 will be approximately $406,000 compared
with a net loss from operations of approximately $339,000 in the
comparable prior period. The approximate $67,000 increase in loss
from operations was due primarily to an approximately $2,000
increase in General and administrative and a decrease of
approximately $65,000 in gross margin, which resulted from an
approximate $144,000 decrease in revenue.
About Trident Brands
Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a
Sandfield Ventures Corp., was initially formed to engage in the
acquisition, exploration and development of natural resource
properties, but has since transitioned and is now focused on
branded consumer products and food ingredients. The Company is in
the early growth stage and has commenced commercial activities
following a period of organization and development of its business
plan.
Trident Brands reported a net loss of $3.08 million for the 12
months ended Nov. 30, 2021, a net loss of $5.39 million for the 12
months ended Nov. 30, 2020, compared to a net loss of $12.22
million for the 12 months ended Nov. 30, 2019. As of Aug. 31,
2021, the Company had $1.61 million in total assets, $31.59 million
in total liabilities, and a total stockholders' deficit of $29.97
million.
MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
March 16, 2021, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
TRIDENT BRANDS: Incurs $3.1 Million Net Loss in 2021
----------------------------------------------------
Trident Brands Incorporated filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$3.09 million on $224,720 of net revenues for the 12 months ended
Nov. 30, 2021, compared to a net loss of $5.40 million on $872,923
of net revenues for the 12 months ended Nov. 30, 2020.
As of Nov. 30, 2021, the Company had $1.06 million in total assets,
$32.23 million in total liabilities, and a total stockholders'
deficit of $31.17 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 14, 2022, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going
concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1421907/000147793222002306/tdnt_10k.htm
About Trident Brands
Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a
Sandfield Ventures Corp., was initially formed to engage in the
acquisition, exploration and development of natural resource
properties, but has since transitioned and is now focused on
branded consumer products and food ingredients. The Company is in
the early growth stage and has commenced commercial activities
following a period of organization and development of its business
plan.
TWITTER INC: S&P Places 'BB+' ICR on Watch Neg. on Acquisition
--------------------------------------------------------------
S&P Global Ratings placed all its ratings on Twitter Inc.,
including its 'BB+' issuer credit rating, on CreditWatch with
negative implications.
S&P expects to resolve the CreditWatch placement, which could
result in a multiple notch downgrade of the company and its debt,
once the proposed acquisition closes and it can assess Twitter's
capital structure, operating strategy, and governance as a private
entity.
Elon Musk's proposed takeover of Twitter would cause leverage to
spike significantly above the 1.5x downgrade threshold associated
with the 'BB+' issuer credit rating. The proposed transaction
includes $13 billion in new debt financing issued by the company
and a $12.5 billion margin loan against $62.5 billion of Tesla Inc.
shares. S&P plans to gather more information on the details of the
margin loan, but it is possible that it will consolidate the loan
in Twitter's capital structure and credit metrics. Twitter
currently only has about $5.29 billion of unsecured debt.
Regardless of whether the margin loan is included in Twitter's
credit metrics, the amount of debt in the capital structure will
increase significantly and leverage will be well above our 1.5x
leverage threshold for the current rating. The transaction would
likely result in a multiple-notch downgrade of the issuer credit
rating, likely to no higher than the 'B' category.
The proposed capital structure is mostly secured debt, with only $3
billion being contemplated as unsecured financing. S&P said, "Given
that there will be a substantial amount of secured debt with a
higher claim in the capital structure, we expect to rate the
unsecured debt lower than the issuer credit rating. We expect the
existing senior unsecured debt to be redeemed as part of the
transaction. However, if the existing unsecured debt is not
redeemed, we would likely also lower the existing 'BB+' senior
unsecured debt rating by multiple notches and would also rate it
lower than the issuer credit rating."
The proposed transaction increases risks and uncertainty around
potential changes in strategy, management, and governance. S&P
said, "We currently do not have sufficient information on the
equity component of the proposed financing to determine whether
Musk will have economic or voting control of Twitter after the deal
closes. The presence of additional outside equity investors would
not preclude us from viewing the company as a controlled entity,
especially if we view them as a consortium of equity investors that
exercise control jointly. Typically, we view controlling ownership
as a key governance risk because the controlling owner may place
their interests above the interests of other stakeholders,
including debtholders. Musk has also indicated that he could
potentially use his control to implement changes in Twitter's
operating strategy. Our resolution of the CreditWatch would entail
a review of any changes in the company's strategy, governance, as
well as board and voting rights composition. We would likely view
the controlling ownership as a negative factor in our management
and governance assessment of the new entity."
S&P said, "We expect to resolve the CreditWatch placement once the
proposed acquisition closes and we can assess Twitter's capital
structure, operating strategy, and governance as a private entity.
We believe it is likely that we will lower the issuer credit rating
by multiple notches due to our expectation that leverage will be
well above our 1.5x downgrade threshold. The existing debt will
likely be redeemed as part of the transaction, but if it remains,
we could lower our rating on that debt by multiple notches as well
given our expectation that leverage will increase and there will be
substantial secured debt with a higher ranking in the capital
structure."
VTV THERAPEUTICS: Robin Abrams Quits as Executive Chairperson
-------------------------------------------------------------
Robin E. Abrams resigned as executive chairperson of the board of
directors of vTv Therapeutics Inc. to pursue other opportunities.
Ms. Abrams will remain a member of the Board but will not stand for
reelection at the Company's 2022 annual meeting of stockholders.
Her resignation and decision not to stand for reelection were not
because of a disagreement on any matter relating to the Company's
operations, policies or practices, as disclosed by VTV in a Form
8-K filed with the Securities and Exchange Commission.
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company
focused on developing oral small molecule drug candidates. vTv has
a pipeline of clinical drug candidates led by programs for the
treatment of type 1 diabetes, Alzheimer's disease, and inflammatory
disorders. vTv's development partners are pursuing additional
indications in type 2 diabetes, chronic obstructive pulmonary
disease (COPD), and genetic mitochondrial diseases.
vTv Therapeutics reported a net loss attributable to the company of
$12.99 million for the year ended Dec. 31, 2021, compared to a net
loss attributable to the company of $8.50 million for the year
ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $25.47
million in total assets, $10.25 million in total liabilities,
$24.96 million in redeemable noncontrolling interest, and a total
stockholders' deficit attributable to the company of $9.74
million.
Raleigh, North Carolina-based Ernst & Young LLP, the Company's
auditor since 2000, issued a "going concern" qualification in its
report dated March 29, 2022, citing that the Company has not
generated any product revenue, has not achieved profitable
operations, has insufficient liquidity to sustain operations and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
WADE PARK: Gets OK to Hire RMP LLP as Special Appellate Counsel
---------------------------------------------------------------
Wade Park Land, LLC and Wade Park Land Holdings, LLC received
approval from the U.S. Bankruptcy Court for the Northern District
of Georgia to hire RMP, LLP as special appellate counsel.
The Debtors require legal advice on potential post-judgment motions
or appeal of a court order dismissing the district court case (Case
No. 1:21-cv-01657-LJL-RWL) filed by the Debtors. The order was
issued by Judge Liman of the U.S. District Court for the Southern
District of New York.
Lisa Geary, Esq., the firm's attorney designated to represent the
Debtor, charges an hourly fee of $350.
The retainer fee is $15,000.
As disclosed in court filings, RMP neither holds nor represents any
interest adverse to the Debtors and their estates.
RMP can be reached at:
Lisa M. Geary, Esq.
RMP, LLP
5519 Hackett Street, Suite 300
Springdale, AR 72762
Phone: (479) 443-2705
Fax: (479) 443-2718
Email: lgeary@rmp.law
About Wade Park Land Holdings
Wade Park Land Holdings, LLC and Wade Park Land, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga.
Lead Case No. 20-11192) on Aug. 26, 2020. Stanley E. Thomas,
authorized representative, signed the petitions.
At the time of the filing, Wade Park Land Holdings listed $100
million to $500 million in both assets and liabilities while Wade
Park Land listed $100 million to $500 million in assets and $50
million to $100 million in liabilities.
Stone & Baxter, LLP is the Debtors' bankruptcy counsel while
Slarskey, LLC and RMP, LLP serve as special counsels.
WESTERN URANIUM: Incurs $2.1 Million Net Loss in 2021
-----------------------------------------------------
Western Uranium & Vanadium Corp. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $2.07 million on $272,142 of revenues for the year ended
Dec. 31, 2021, compared to a net loss of $2.39 million on $54,620
of revenues for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $27.40 million in total
assets, $4.30 million in total liabilities, and $23.10 million in
total shareholders' equity.
Mississauga, Canada-based MNP LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 15, 2022, citing that the Company has incurred continuing
losses and negative cash flows from operations and is dependent
upon future sources of equity or debt financing in order to fund
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1621906/000121390022020210/f10k2021_westernuranium.htm
About Western Uranium & Vanadium
Western Uranium & Vanadium Corp. is engaged in the business of
exploring, developing, mining and production from its uranium and
vanadium resource properties.
WILMA & FRIEDA'S: Seeks to Hire Padgett Business as Accountant
--------------------------------------------------------------
Wilma & Frieda's Inc. d/b/a Wilma & Frieda's Cafe seeks approval
from the U.S. Bankruptcy Court for the Central District of
California to employ Padgett Business Services of Palms Springs as
accountant.
The firm's services include:
a. preparation of 2021 federal and state or local income tax
returns; and
b. perform accounting and bookkeeping tasks deemed necessary for
the preparation of the income tax return.
The firm will be paid $1,800 to $2,000 per return, and will also be
reimbursed for reasonable out-of-pocket expenses incurred.
Kevin Rotenberry, a partner at Padgett Business Services of Palms
Springs, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Kevin Rotenberry
Padgett Business Services of Palms Springs
255 S. Civic Drive #2-12
Palm Springs, CA 92262
Tel: (760) 322-8704
Fax: (760) 841-5547
Email: k.rotenberrypadgettbusinessservices.com
About Wilma & Frieda's Inc.
d/b/a Wilma & Frieda's Cafe
Wilma & Frieda's Inc., owner of the Wilma & Frieda's Cafe, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 22-10147) on Feb. 9, 2022, disclosing
up to $50,000 in assets and up to $10 million in liabilities.
Moriah Douglas Flahaut serves as Subchapter V trustee.
Judge Victoria S. Kaufman oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
and Jennifer M. Liu, CPA serve as the Debtor's legal counsel and
accountant, respectively.
YOUNGEVITY INTERNATIONAL: Declares Monthly Dividend for April
-------------------------------------------------------------
Youngevity International, Inc. announced the declaration of its
regular monthly dividend of $0.203125 per share of its 9.75% Series
D Cumulative Redeemable Perpetual Preferred Stock (OTCM:YGYIP) for
April 2022. The dividend will be payable on May 16, 2022, to
holders of record as of April 29, 2022. The dividend will be paid
in cash.
About Youngevity
Chula Vista, California-based Youngevity International, Inc. --
https://ygyi.com -- is a multi-channel lifestyle company operating
in three distinct business segments including a commercial coffee
enterprise, a commercial hemp enterprise, and a direct marketing
enterprise. The Company features a multi country selling network
and has assembled a virtual Main Street of products and services
under one corporate entity, The Company offers products from the
six top selling retail categories: health/nutrition, home/family,
food/beverage (including coffee), spa/beauty, apparel/jewelry, as
well as innovative services.
Youngevity reported a net loss attributable to common stockholders
of $52.67 million for the year ended Dec. 31, 2019, compared to a
net loss attributable to common stockholders of $23.50 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$89.69 million in total assets, $59.52 million in total
liabilities, and $30.17 million in total stockholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2020, issued a "going concern" qualification in its report dated
June 24, 2021, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
ZERO TO 60 MOTORCARS: Hires McNamee Hosea P.A. as Counsel
---------------------------------------------------------
Zero to 60 Motorcars, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ McNamee, Hosea, P.A.
as counsel.
The firm will provide these services:
a. prepare and file the petition, schedules, statement of
affairs and other documents required by the court;
b. represent the debtor at the initial debtor interview and
meeting of creditors;
c. counsel the Debtor in connection with the formulation,
negotiation and promulgation of plans of reorganization and related
documents;
d. advise the Debtor concerning, and assisting in the
negotiation and documentation of financing agreements, debt
restructurings and related transactions;
e. review the validity of liens asserted against the property of
the Debtor and advising the Debtor concerning the enforceability of
such liens;
f. prepare all necessary and appropriate applications, motions,
pleadings, draft orders, notices, and other documents, and
reviewing all financial and other reports to be filed in this
Chapter 11 case; and
g. perform all other legal services that the Law Firm is
qualified to handle for or on behalf of the Debtor that may be
necessary or desirable in this Chapter 11case and the Debtor’s
business.
The firm will be paid at these rates:
Partners $375 per hour
Associates $325 per hour
Paralegals $105 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steven L. Goldberg, Esq., a partner at McNamee, Hosea, P.A.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Steven L. Goldberg, Esq.
McNamee, Hosea, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Tel: (301) 441-2420
Fax: (301) 982-9450
Email: sgoldberg@mhlawyers.com
About Zero to 60 Motorcars, LLC
Zero to 60 Motorcars, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 22-11817) on April 6, 2022, disclosing
under $1 million in both assets and liabilities. The Debtor hires
McNamee, Hosea, P.A. as counsel.
[*] Anthony W. Clark Joins Greenberg Traurig's Bankruptcy Practiceh
-------------------------------------------------------------------
Global law firm Greenberg Traurig, LLP added Anthony W. Clark to
its Delaware office as senior counsel in the firm's Restructuring &
Bankruptcy Practice. Mr. Clark has handled high-profile
bankruptcy-related matters for diverse industry giants with
transactions ranging in the multibillions. With decades of
experience representing debtors, creditors, and acquirers, he
regularly advises on corporate, securities, and general litigation
matters.
"I am excited to join Greenberg Traurig's highly respected Delaware
office and Restructuring & Bankruptcy Practice," Mr. Clark said.
"Leveraging Greenberg Traurig's global platform, as well as their
strong reputation in the Delaware courts and market, will provide
me a unique opportunity to grow my international practice."
As the former head of the Delaware Corporate Restructuring &
Bankruptcy and Bankruptcy Litigation Practice at Skadden, Arps,
Slate, Meagher & Flom LLP and Affiliates for more than 25 years,
Mr. Clark will serve Greenberg Traurig clients by drawing on his
wide range of experience handling Chapter 11 debtor
representations, Chapter 11 creditor representations, and other
bankruptcy-related representations.
"Adding someone of Tony's caliber and skill will benefit our
clients immediately," said Diane N. Ibrahim, managing shareholder
of Greenberg Traurig's Delaware office. "We are strategically
growing the Delaware office by adding talented attorneys in key
practice areas important to our clients. We are excited to continue
to attract top legal talent like Tony."
"Tony is a well-respected litigator and restructuring lawyer. His
addition to the Delaware office deepens our national bench," said
Shari L. Heyen and David B. Kurzweil, co-chairs of the firm's
Global Restructuring & Bankruptcy Practice, in a joint statement.
"Tony will add tremendous value to our clients throughout the
firm."
Mr. Clark has been honored with numerous recognitions; he is
regularly listed by leading legal directories such as Chambers USA,
The Best Lawyers in America, and Super Lawyers magazine. In 2018,
he was named "Corporate Restructuring & Bankruptcy Lawyer of the
Year-USA" by Lawyer Monthly.
Mr. Clark earned a J.D. from Temple University School of Law and a
B.A. from the State University of New York College at Cortland.
About Greenberg Traurig's Delaware Office
Greenberg Traurig opened its Delaware office in 1999 in response to
the unique and increasing role Delaware plays in the needs of the
firm's national and international clients. Greenberg Traurig
Delaware offers clients a full complement of attorneys who address
real-world business problems by advising clients on the legal
aspects of complex corporate and commercial matters and litigating
in all of Delaware's federal and state courts, including the Court
of Chancery, the Complex Commercial Litigation Division of the
Superior Court, the U.S. District Court for the District of
Delaware, and the U.S. Bankruptcy Court for the District of
Delaware.
About Greenberg Traurig
Greenberg Traurig, LLP -- http://www.gtlaw.com/-- has more than
2400 attorneys in 42 locations in the United States, Europe, Latin
America, Asia, and the Middle East. The firm, often recognized for
its focus on philanthropic giving, innovation, diversity, and pro
bono, reported gross revenue of over $2 Billion for FY 2021. The
firm is consistently among the top firms on the Am Law 100, Am Law
Global 100, NLJ 250, and Law360 (US) 400. On the debut 2022 Law360
Pulse Leaderboard, it is a Top 15 firm. Greenberg Traurig is
Mansfield Rule 4.0 Certified Plus by The Diversity Lab and net
carbon neutral with respect to its office energy usage.
[*] Bankruptcy Lawyer Kurt Mayr Joins Glenn Agre
------------------------------------------------
Glenn Agre Bergman & Fuentes LLP, the bankruptcy and trial law firm
that launched in 2021, has taken a major step forward in its
evolution with the addition of Kurt Mayr, most recently the head of
the bankruptcy practice at Morgan Lewis & Bockius, LLP. A
nationally respected bankruptcy strategist whose inventive thinking
has driven several pioneering restructurings, Mr. Mayr will both
complement and enhance Glenn Agre's existing strength in bankruptcy
litigation.
"Kurt is a major figure in bankruptcy law whose presence should
immediately elevate our stature in the field," said Andrew Glenn,
managing partner of Glenn Agre and head of the firm's Bankruptcy,
Restructuring & Distressed Debt practice. "His widely regarded
skill as a transactional lawyer, not to mention as a litigator,
further broadens our abilities and positions our firm ideally for
the next restructuring cycle."
Among many notable engagements, Mr. Mayr represented creditor
groups in the groundbreaking workouts of two Native American
casinos, Foxwoods and Mohegan Sun. His thinking has been highly
influential in maximizing recoveries for second lien investors;
likewise, his creativity helped to break a years-long stalemate in
the bankruptcy of the Commonwealth of Puerto Rico, and made the
bond-holder group he represented among the first to reach a
settlement that created a template for further agreements.
"For years, I've respected Andrew Glenn as a litigator and
advocate, and it has been inspiring to watch the success of the
firm he has built," said Mr. Mayr, who has represented creditors
groups alongside Glenn in multiple bankruptcy proceedings. "We
already know how well our practices operate together. I'm thrilled
to now collaborate with Andrew from within, unburdened by conflicts
present at larger firms and completely focused on the goal of
serving our clients."
With his arrival, Mr. Mayr becomes the second lateral addition to
Glenn Agre in the last two months. In March, Stacy Tecklin joined
the firm to lead its Distressed Debt & Claims Trading practice.
"The firm's insight into the secondary trading market, like its
litigation ability, is a great asset for my clients to call on,"
said Mayr.
"The same qualities that make Kurt a uniquely talented lawyer --
his disregard for convention, his entrepreneurial mindset, his
belief in himself -- are the same qualities that have brought him
to Glenn Agre," said Mr. Glenn. "We are lucky to have those
qualities working for us now."
About Glenn Agre Bergman & Fuentes LLP
Glenn Agre Bergman & Fuentes LLP was founded in 2021 by a
tight-knit group of lawyers who share more than a decade of close
collaboration, a dedication to the craft of trial lawyering, and a
commitment to maintaining a diverse and inclusive workplace. The
firm's lawyers have a history of success in high-stakes bankruptcy,
commercial litigation, and white-collar matters. Glenn Agre Bergman
& Fuentes has offices in New York and San Francisco.
[*] Cohn & Dussi Opens Office in Providence, Rhode Island
---------------------------------------------------------
Cohn & Dussi, a full-service business law firm with its principal
office in Boston, on April 20 disclosed that it has opened an
office in Providence, Rhode Island.
For more than 25 years, Cohn & Dussi has built a reputation for
excellence in practice areas that include collection on breaches of
equipment lease, finance and rental agreements, workouts,
litigation, bankruptcy replevins, real estate, documentation, and
other matters.
"We are thrilled to open a Rhode Island office to serve our clients
better," said Lewis J. Cohn, Managing Partner at Cohn & Dussi. "Our
expansion will allow us to meet increased demand and support our
clients' needs in Rhode Island, Connecticut, New York, and Southern
Massachusetts."
The new office is located at 536 Atwells Ave., Suite 1, Providence,
RI, 02909. The phone number is 401-454-8000.
Cohn & Dussi's clients include banks of all sizes, equipment
leasing and finance companies, and alternative lenders, among
others. The firm offers a unique national network of attorneys from
all over the U.S., providing a national solution for business
clients, no matter where they do business.
About Cohn & Dussi
Cohn & Dussi -- http://www.cohnanddussi.com/-- is a full-service
law firm that offers clients comprehensive, customized solutions to
their complex business challenges. Attorneys in the firm offer
extensive experience in collections and workouts, creditors'
rights, commercial litigation, leasing, bankruptcy, corporate and
finance law, construction law, and real estate transactions. Over
the course of more than 25 years, Cohn & Dussi has built long-term
relationships with its clients, solving problems using a team
approach and leveraging a national network of attorneys in all 50
states. The firm has offices in Boston and Providence, RI.
[*] Pachulski Stang Establishes Cannabis Restructuring Group
------------------------------------------------------------
Pachulski Stang Ziehl & Jones LLP ("PSZJ"), the nation's leading
restructuring boutique law firm, on April 26 disclosed that it has
formally established its Cannabis Restructuring Group to provide
legal corporate restructuring services to cannabis industry
companies, lenders, and investors, among others. PSZJ's Cannabis
Restructuring Group will also provide restructuring services to
ancillary companies (e.g., real estate, technology, packaging,
etc.), which may qualify for bankruptcy under federal law.
PSZJ has been advising clients in the cannabis industry for half a
decade and has been at the forefront of the intersection of
cannabis and insolvency law, regularly representing companies,
lenders, and investors in out-of-court restructurings and related
merger and acquisition transactions. Most recently, PSZJ served as
counsel to the ad hoc group of noteholders of Loudpack, a
vertically integrated cannabis company, in connection with the
three-party merger of Loudpack, Harborside, and Urbn Leaf. In
addition to noteholders, PSZJ represents or has recently
represented creditors involved in cannabis related insolvencies, as
well as companies exploring options in this increasingly
competitive industry.
"The goal of our Cannabis Restructuring Group is to continue to
provide quality legal restructuring services to the cannabis
industry. Although bankruptcy may not currently be an option for
many companies, our law firm is able to facilitate negotiations
among lenders and borrowers, which provides critical process
stability in difficult times," says Jason Rosell, the partner
leading the effort.
Recreational or adult-use of cannabis is legal in 18 states and the
District of Columbia, while medical use of cannabis is legal in 39
states and the District of Columbia. The legitimacy of the cannabis
industry can no longer be ignored.
"Our experience in the cannabis industry positions us to continue
to creatively assist cannabis industry players with restructuring
options as the nation warms up to legalization. We look forward to
the day when bankruptcy courts open their doors to the cannabis
industry. Until then, we stand ready to provide out-of-court
solutions to all participants in this unique space," concludes Mr.
Rosell.
For more information, please visit PSZJ's Corporate Restructuring
Group website at:
https://www.pszjlaw.com/industries-pszj-cannabis-restructuring.html
About Pachulski Stang Ziehl & Jones LLP
PSZJ, the nation's leading restructuring boutique law firm,
currently represents or in the past year has represented companies,
secured lenders, and ad hoc groups of noteholders within the
cannabis industry. PSZJ attorneys are experienced in representing
all major constituencies in bankruptcy proceedings and out-of-court
workouts, including debtors, committees, assignees, trustees,
bondholders, and asset purchasers. PSZJ also handles sophisticated
business litigation and transactional matters as part of its
renowned practice. PSZJ, with offices in Los Angeles, San
Francisco, Wilmington (DE), New York, and Houston, was recently
named a "Bankruptcy Law Firm of the Year" by U.S. News & World
Report, and a "Restructuring Powerhouse" by Law360.
[*] Reforming Corporate Bankruptcies to Halt Mass Tort Shakedown
----------------------------------------------------------------
Lawrence A. Friedman, writing for Friedman Partners LLC, wrote an
article on Law360 titled "Reforming Corporate Bankruptcies to Stop
the Mass Tort Shakedown."
Some corporate bankruptcies appear to have been exploited by trial
lawyers, contends attorney Lawrence A. Friedman, a former director
of the Executive Office for U.S. Trustees. As possible solutions,
he suggests the Judicial Conference of the U.S. could change claim
forms to require up-front disclosures and bankruptcy judges could
appoint examiners to shed light on how tort claims are submitted.
The bankruptcy process is a historically quiet part of the U.S.
legal system that functions well for the most part and usually
doesn't get much attention. Tight circles of lawyers in each
geographic area generally keep things running smooth enough, and
there is rarely anyone who isn't playing by the rules.
But fraud in the bankruptcy system occurs, and when I was director
of the Executive Office for U.S. Trustees in 2002, we restructured
the office and created both civil and criminal enforcement
divisions to address fraud. Then, Congress passed the Bankruptcy
Abuse Prevention and Consumer Protection Act in 2005 with the goal
of preventing fraud and leveling the playing field in the
individual bankruptcy process.
Now, there appears to be problems on the corporate side of the
bankruptcy system due to the recent rise in mass tort issues.
Corporate Bankruptcy Process
At its core, the corporate reorganization process is all about
restructuring the company in a manner that maximizes its value and
then redistributes that value efficiently to creditors. But trial
lawyers have sensed an opportunity to exploit the claims process in
bankruptcy by using mass tort shakedown strategies when companies
enter bankruptcy because of tort liability.
The scheme the trial lawyers use is simple, albeit devastating.
They set up a full-on sales operation with sophisticated "lead
generation" teams that find new potential claimants and "lead
conversion" specialists that turn the leads into claims with
maximum value. Social media ads, television ads, radio ads, they
do it all.
There plan is to bring a deal-crushing stack of potential claims to
the table—if there are $8 billion in assets and $10 billion in
traditional liabilities, the lawyers would look to bring billions
more in unexpected tort claims.
This scheme effectively throws a wrench into the traditional
restructuring, forcing the debtor and every other creditor to deal
with a new, burgeoning class of unsecured creditors. Insurance
companies, the debtor, creditors, and sometimes principals of the
debtor are forced back to the drawing board.
Compensation Funds
But fear not, the trial lawyers typically offer an easy solution:
create a separate bucket of cash to be held in trust as the sole
source for resolution of the mass tort claims (including mountains
of fees for the lawyers). The creation of this fund (and payday)
dislodges the wrench thrown by the trial lawyers, essentially
clears the lawyers and new class of unsecured creditors from the
field, and allows the restructuring to proceed in the traditional
fashion.
For example, the current Boy Scouts of America bankruptcy in
Delaware is a perfect vignette. The judge has just concluded a
trial on whether to confirm the proposed plan. A decision is
expected soon.
At the center of the Boy Scouts bankruptcy are sexual abuse claims.
At the time of the initial bankruptcy filings the number of actual
lawsuits filed by abuse claimants was less than 300, with the
number expected to grow to about 2,000. That was back in 2020.
Mass Tort Lawyers Given Seat at the Table
Then the mass tort trial lawyers walked in, turned on the scheme
machine, and flipped everything upside down by bringing over 80,000
new sexual abuse claims into the case. There have been allegations
of lawyers cutting corners to generate these claims and skirmishes
over the content of the advertising, with warnings from the judge.
But the result of the scheme has been that the mass tort lawyers
were given a seat at the table where they seize control of the
proceedings and shake down the other parties for a massive payday.
The costs are real.
If the plan confirmation hearing doesn't serve as a springboard for
the judge to refuse final plan approval and demand greater scrutiny
of these claims, the resulting mess will without a doubt dilute the
funds available to the original victims whose claims were the
impetus for the bankruptcy filing.
Make no mistake, we have the beginning of a real problem here. This
shakedown gambit takes massive value away from creditors, including
-- as in the Boy Scouts bankruptcy -- real victims. And the
opportunities don't seem to be disappearing, just look at the quick
succession of the Purdue Pharma opioids bankruptcy, the Boy Scouts
of America bankruptcy, and the new J&J talc bankruptcy.
Possible Solution--Judicial Conference
Congress could, of course, tackle systemic solutions. But a more
viable avenue is the Judicial Conference of the U.S., which
prescribes the official rules and forms governing bankruptcy
practice and procedure. The Judicial Conference could quickly
change the claim forms to require greater up-front disclosures and
heightened certification requirements for the lawyers (and others)
who help file claims on behalf of tort claimants.
In the meantime, and as longer-fused rule changes proceed,
bankruptcy judges could appoint claims examiners in cases where
large numbers of mass tort claims are brought into the bankruptcy
proceedings. These examiners would shed light on how tort claims
are solicited and would reveal whether victims are being subjected
to abuse or mistreatment in the submission process.
Courts could then take corrective action. The increased
transparency from systematic use of claims examiners together with
action by the Judicial Conference could dissuade future abuses and
protect real victims from getting crushed in a mass tort trial
lawyer gold rush.
[*] William Lobel Launches Distressed Capital Resources
-------------------------------------------------------
William "Bill" Lobel has launched Distressed Capital Resources LLC,
a national service dedicated to helping the owners of financially
distressed businesses and real estate preserve their reputations
and their assets by avoiding the damage of a chapter 11 bankruptcy.
For more than 30 years, Mr. Lobel has helped owners of real estate
and businesses in financial distress avoid or successfully emerge
from chapter 11 bankruptcy. He launched Distressed Capital
Resources to bring together a wide variety of advisers and
providers of funds and services who can help clients save their
businesses, keeping the doors open and preserving jobs and economic
activity.
"Many financial experts are predicting economic challenges on the
horizon," said Mr. Lobel. "Distressed Capital Resources will
provide our clients with expert counsel, strategy and necessary
funds from experienced professionals who will help them resolve
their financial difficulties and avoid chapter 11, whenever
possible."
When a client comes to Distressed Capital Resources, Mr. Lobel
performs a careful, comprehensive review of the situation and its
many variables. He then creates a DCR Smart Plan℠, a customized
strategic plan to resolve the financial, legal, and business
challenges the company is facing.
Mr. Lobel has assembled a team of experts in more than 20 different
areas ranging from renegotiating leases to restructuring debt to
obtaining new financing or capital. After the strategic assessment
identifies the client's areas of need, Mr. Lobel connects the
client to the appropriate experts with the knowledge and resources
needed to create a path forward without bankruptcy. Most clients
face challenges in six primary areas: new financing, equity
investment, financial advising, litigation funding, renegotiation
and restructuring of leases, and renegotiation of current debt.
Mr. Lobel is well acquainted with the damage a bankruptcy can
inflict. A leading bankruptcy attorney on the national stage for
decades, Mr. Lobel has helped owners of real estate and businesses
in financial distress avoid or successfully emerge from chapter 11.
A founder of the California Bankruptcy Forum, Mr. Lobel is a Fellow
of the American College of Bankruptcy. His legal work has been
recognized with awards from Best Lawyers, Super Lawyers, Martindale
Hubbell, Lawdragon and Chambers USA.
About Distressed Capital Resources
Distressed Capital Resources, LLC --
http://www.distressedcapitalresources.com/-- was created to offer
owners of businesses and real estate in financial distress an
alternative to bankruptcy. Founded by experienced bankruptcy
attorney William "Bill" Lobel, Distressed Capital Resources helps
clients evaluate their situations and identify the experts and
sources of funding that can help them overcome their business
challenges, from renegotiating leases to securing new financing to
restructuring existing debt. Its end goal is to preserve our
clients' reputations and their hard-earned assets.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
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affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
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than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2022. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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Chapman at 215-945-7000.
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