/raid1/www/Hosts/bankrupt/TCR_Public/220511.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, May 11, 2022, Vol. 26, No. 130
Headlines
55 PULASKI REALTY: Taps Goldberg Weprin as Legal Counsel
ALTO MAIPO: Ch. 11 Plan Releases Should Be Rejected, Says Trustee
AMERICAN EAGLE: Unsecureds Will Recover 0.5% Under Plan
BAMBOO PALACE: Unsecureds Will Get 100% of Claims in Plan
BARRETT AND PEREZ: Case Summary & Seven Unsecured Creditors
CAPETE CORP: Case Summary & Six Unsecured Creditors
CNC PUMA: Amends Lendistry Corporation Secured Claims Pay
COLLEGE CABLE: Wins Interim OK on Cash Collateral Access
COMPASS POINTE: Voluntary Chapter 11 Case Summary
COMPOUND PRIME: S&P Assigns 'B-' LT ICR on Weak Capital Base
CORPORATE HOUSING: Unsecureds to Split $16.8K Over 3 Years
CRESTWOOD HOSPITALITY: Amends Unsec. Creditors Claims Pay Details
EYP GROUP HOLDINGS: Sold to Ault Alliance for Nearly $68 Million
FIENI ENTERPRISES: Taps Fox & Roach as Real Estate Broker
FOG INC: Seeks Cash Collateral Access
FOUR AND TWENTY: Unsecureds to Get OVS Settlement & Cash Infusion
FRONTIER COMMUNICATIONS: S&P Rates First-Lien Secured Notes 'B'
GREAT WESTERN PETROLEUM: S&P Upgrades ICR to 'BB', Off Watch Pos.
GULF COAST HEALTH: Bankruptcy Court Blocks 3rd-Party Legal Immunity
HIGHLANDS SENIOR CITIZENS: U.S. Trustee Unable to Appoint Committee
INTELSAT SA: New CEO Forms Team to Guide Post-Bankruptcy Future
IRONWOOD FINANCIAL: Wins Cash Collateral Access Thru June 22
JEM HOMES: Further Fine-Tunes Plan Documents
KR CITRUS: Wins Continued Cash Collateral Access Thru July 19
LATAM AIRLINES: Creditors Vote in Favor of Bankruptcy Exit Plan
LIGCEDB LLC: Case Summary & Three Unsecured Creditors
LONG-DEI LIU: 9th Cir. Junks SWE Appeal from Fee Award Order
LTL MANAGEMENT: Bid to Appoint Brandi Carl to Committee Denied
LWO ACQUISITIONS: Court Confirms Chapter 11 Liquidation Plan
MAM CORP: Case Summary & 15 Unsecured Creditors
NINETY-FIVE MADISON: Taps Quinn McCabe as Special Counsel
OC 10753 SUBWAY: Wins Final OK on Cash Collateral Access
OWN VRP: Case Summary & Three Unsecured Creditors
PETTERS COMPANY: 8th Cir. Remands Safe Harbor Clawback Suit
RDS CONSTRUCTION: Wins Interim Cash Collateral Access
RENTZEL PUMP: Wins Cash Collateral Access
ROCKALL ENERGY: Amends Unsecured Creditors Claims Pay Details
ROONEY TRUCKING: Files for Chapter 7 Bankruptcy Protection
RYAN ENVIRONMENTAL: Seeks Access to MVB Bank's Cash Collateral
TALEN ENERGY: Case Summary & 30 Largest Unsecured Creditors
TARA RETAIL: Court Denies Lenders' Bid to Stay Confirmation Order
TARINA TARANTINO: Wins Cash Collateral Access Thru June 30
TEXAS MADE SPORTS: U.S. Trustee Unable to Appoint Committee
TORRID LLC: S&P Alters Outlook to Positive, Affirms 'B' ICR
TRANSPORTATION DEMAND: Wins Final Cash Collateral Access
US INTERNATIONAL: Case Summary & Six Unsecured Creditors
VERSCEND HOLDING II: S&P Affirms 'B' ICR, Outlook Positive
[*] Total April 2022 Bankruptcy Filings Declined 21% Compared 2021
*********
55 PULASKI REALTY: Taps Goldberg Weprin as Legal Counsel
--------------------------------------------------------
55 Pulaski Realty, LLC and its affiliates received approval from
the U.S. Bankruptcy Court for the Eastern District of New York to
employ Goldberg Weprin Finkel Goldstein, LLP as counsel.
The firm's services include:
a. providing the Debtors with all necessary representation in
connection with their Chapter 11 cases as well as the Debtors'
responsibilities;
b. representing the Debtors in all proceedings before the court
and the Office of the U.S. Trustee;
c. preparing legal papers; and
d. providing all legal services required by the Debtor in
connection with challenging its lender's claim to disputed charges,
and confirmation of a plan of reorganization.
The hourly rates charged by the firm's attorneys are as follows:
Partners $685 per hour
Associates $275 to $500 per hour
The firm will also seek reimbursement for out-of-pocket expenses
incurred.
The retainer fee is $25,000.
Kevin Nash, Esq., a partner at Goldberg, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein LLP
1501 Broadway
New York, NY 10036
Tel: (212) 221-5700
Email: knash@gwfglaw.com
About 55 Pulaski Realty LLC
55 Pulaski Realty, LLC, a company in Brooklyn, N.Y., filed its
voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 21-42997) on Dec. 1, 2021, listing $1.9 million in assets and
$2.54 million in liabilities. David Goldwasser, manager and
restructuring officer, signed the petition.
Judge Nancy Hershey Lord oversees the case.
Goldberg Weprin Finkel Goldstein, LLP serves as the Debtor's legal
counsel. FIA Capital Partners, LLC is the chief restructuring
officer.
ALTO MAIPO: Ch. 11 Plan Releases Should Be Rejected, Says Trustee
-----------------------------------------------------------------
James Nani of Bloomberg Law reports that Alto Maipo's Chapter 11
plan releases should be rejected, Trustee says.
Bankrupt Chilean hydroelectric power plant Alto Maipo SpA's
proposed Chapter 11 plan should be rejected for impermissibly
granting third-party liability releases and acting as a settlement,
the Justice Department’s bankruptcy watchdog said.
The U.S. Trustee's office objected Thursday to the proposed plan,
arguing it imposes non-consensual, third-party releases on at least
32 categories of people, entities, and other parties "merely
because they are related in some fashion to the creditors who voted
to accept the plan."
About Alto Maipo
Alto Maipo owns the Alto Maipo Hydroelectric Project, outside
Santiago, Chile, which is currently under construction. The
project comprises two run-of-the-river plants with a combined
installed capacity of 531 megawatts. The run-of-the-river project
is a joint venture between U.S. utility subsidiary AES Gener and
Chilean mining company Antofagasta Minerals (AMSA).
Alto Maipo Delaware LLC and Alto Maipo SpA sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-11507) on Nov. 17,
2021. Javier Dib, board president and chief restructuring officer,
signed the petitions. At the time of the filing, Alto Maipo
Delaware LLC estimated between $1 billion and $10 billion in both
assets and liabilities.
The cases are handled by Judge Karen B. Owens.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Cleary
Gottlieb Steen & Hamilton LLP as legal counsel; Nelson Contador
Abogados & Consultores SpA as local Chilean counsel; AlixPartners,
LLP as financial advisor; and Lazard Freres & Co. LLC and Lazard
Chile SpA as investment banker. Prime Clerk, LLC, is the claims,
noticing and administrative agent.
AMERICAN EAGLE: Unsecureds Will Recover 0.5% Under Plan
-------------------------------------------------------
Judge J. Kate Stickles has entered an order confirming the Modified
Third Amended Chapter 11 Plan of Reorganization of American Eagle
Delaware Holding Company LLC, et al.
The Court finds that Classes 3 through 7 are impaired under the
Plan and entitled to vote to accept or reject the Plan. As
evidenced by the Balloting Declaration, Classes 3, 4, 5, and 7
voted to accept the Plan and Class 6 voted to reject the Plan. The
Court finds that Class 8 is impaired under the plan and is deemed
to have rejected the Plan pursuant to Bankruptcy Code section
1126(g). The Court further finds that Classes 1, 2, and 9 are
unimpaired and deemed to have accepted the Plan.
For the reasons set forth in the Confirmation Declaration and on
the record and despite the fact that the Plan does not satisfy
Bankruptcy Code section 1129(a)(8) (because while Classes 3, 4, 5,
and 7 have voted to accept the Plan, Class 6 has voted to reject
the Plan), the Plan nevertheless satisfies and complies with
Bankruptcy Code sections 1129(b)(1) and (2)(A)-(C), including
without limitation the fair and equitable requirement of Bankruptcy
Code section 1129(b)(2).
Pursuant to Bankruptcy Code sections 105(a) and 363(b) the Debtors
are authorized to apply the Net Sale Proceeds from the sale of the
Vista Lake Assets to redeem or defease Series 2018 Bonds in
accordance with the applicable tax rules and regulations, with the
maximum permissible amount being applied to the Series 2018A-1
Bonds, in accordance with the terms and conditions of the
Restructuring Support Agreement, and to take all further actions
and execute and deliver such other related ancillary transaction
documents and any and all additional instruments and documents that
may be necessary or appropriate to comply with the terms of the
Restructuring Support Agreement relating to the sale of the Assets,
distribution of the Sale Proceeds, and redemption of the Series
2018 Bonds.
The Restructuring Transaction is approved. The Debtors and/or
Reorganized Debtors, as applicable, are authorized to take any
action necessary or appropriate to carry out the Restructuring
Transaction.
Modified Third Amended Plan
American Eagle Delaware Holding Company LLC, et al. submitted a
Modified Third Amended Chapter 11 Plan of Reorganization.
The Plan provides for (1) the restructuring of the Debtors'
Existing Bond Obligations, (2) the Distribution of Cash to holders
of Allowed Claims in accordance with the priority scheme
established by the Bankruptcy Code or as agreed to by the
Consenting Holders, and (3) retiring prepetition debt.
Under the confirmed Plan, holders of Class 7 General Unsecured
Claims will receive such Holder's Pro Rata share of the GUC Fund as
full and complete satisfaction of each Holder's Claim. The Debtors
estimate that the aggregate amount of Allowed General Unsecured
Claims will be approximately $54,202,781.00. The Debtors estimate
that the projected recovery of Holders of Allowed Claims in Class 7
will be approximately 0.5%. Class 7 is impaired.
On the Effective Date, the GUC Fund shall be transferred to the GUC
Fund Account and vest in the Reorganized Debtors free and clear of
all Liens, claims, and encumbrances. The GUC Fund shall be the only
source of funds used to fund Distributions to Holders of Allowed
Class 7 General Unsecured Claims, and only Holders of Allowed Class
7 General Unsecured Claims shall receive Distributions from the GUC
Fund.
"GUC Fund" means $250,000 Cash to be used to fund Distributions to
Holders of Allowed General Unsecured Claims.
Counsel to the Debtors:
Shanti M. Katona, Esq.
POLSINELLI PC
222 Delaware Avenue, Suite 1101
Wilmington, Delaware 19801
Telephone: (302) 252-0920
Facsimile: (302) 252-0921
E-mail: skatona@polsinelli.com
- and -
David E. Gordon, Esq.
Caryn Wang, Esq.
1201 West Peachtree Street NW, Suite 1100
Atlanta, Georgia 30309
Telephone: (404) 253-6000
Facsimile: (404) 253-6060
E-mail: dgordon@polsinelli.com
cewang@polsinelli.com
About American Eagle
Established in 2018, Eagle Senior Living --
https://www.eagleseniorliving.org/ -- is a non-profit provider of
senior living services across the United States, providing care on
a daily basis to approximately 1,000 residents. Eagle Senior Living
and related entities operate 15 residential senior care facilities
located across the country, from Colorado, Minnesota, Wisconsin,
and Ohio to Alabama, Tennessee, and Florida.
On Jan. 14, 2022, American Eagle Delaware Holding Company LLC and
16 affiliated companies each filed a petition seeking relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-10028) to seek confirmation of their prepackaged plan. The
Debtors' cases have been assigned to Judge J. Kate Stickles.
Parent company American Eagle Lifecare Corporation and management
company Greenbrier Senior Living are not included in the Chapter 11
filing. Greenbrier Senior Living continues to manage all of the
communities.
American Eagle Delaware Holding estimated assets and debt of $10
million to $50 million as of the bankruptcy filing.
The Debtors are represented in the Chapter 11 cases by Polsinelli
PC as legal counsel. FTI Consulting Inc. and Blueprint Healthcare
Real Estate Advisors, LLC serve as financial advisor and real
estate advisor, respectively. Epiq Corporate Restructuring, LLC,
is the claims agent and administrative advisor.
BAMBOO PALACE: Unsecureds Will Get 100% of Claims in Plan
---------------------------------------------------------
Bamboo Palace, Inc., filed with the U.S. Bankruptcy Court for the
District of New Jersey a Small Business Plan of Reorganization
dated May 3, 2022.
The Debtor is a corporation in good standing organized under the
laws of the State of New Jersey established in approximately the
year 2000.
The Debtor is the 100% owner of (i) a vacant lot located at 343
West Side Avenue, Jersey City, NJ ("Vacant Lot 1"), (ii) a vacant
lot located at 345 West Side Avenue, Jersey City, NJ ("Vacant Lot
2") and (iii) a lot and mixed use building located at 349-351 West
Side Avenue, Jersey City, NJ ("Building Lot"). All of the
properties are contiguous to one another.
The Debtor has determined that the highest and best return to
creditors will be through an orderly sale process of part or all of
its assets. As of the effective date of the Plan, the Debtor, with
the assistance of a commercial real estate brokerage, will seek
buyers for part or all of its assets in a way to maximize a return
of cash to Debtor.
Under the Plan, the Debtor shall take the period of 18 months from
the effective date to attempt to market part or all of its assets,
with an option to file an application with the Bankruptcy Court
requesting an extension of time, if necessary and warranted.
Presently, based upon a valuation provided by an independent
commercial real estate professional, the Debtor believes there is
sufficient equity in the Debtor's assets such that any proceeds
derived from the sale of either part or all of the Debtor's assets
shall be sufficient to pay Administrative Expenses and the holders
of timely-filed and valid Secured Claims and General Unsecured
Claims in full at 100%.
Depending on whether the Debtor ultimately sells a portion of its
assets or its entire ongoing business, there may by a Reorganized
Debtor that emerges from this Chapter 11 Case. In such event, the
holder of the Equity interests in the Debtor, shall become the
holder of the equity interests in the Reorganized Debtor.
The Debtor reserves the right to pursue any refinancing options
that may arise, in which event the Debtor would file a modified
plan, so long as any such modified plan proposes to pay Claims at
100%.
Class 3 consists of General Unsecured Claim. This Class shall be
paid in full upon the sale of property or refinance under the terms
of the Plan. This Class is unimpaired. Only one general unsecured
claim in the total amount of $3,405.54 was filed against the
Debtor.
Debtor has been communicating with commercial real estate
professionals regarding a potential sale of Vacant Lot 1 and/or
Vacant Lot 2 and/or sale of the entirety of the Debtor's business
assets.
A full-text copy of the Plan of Reorganization dated May 3, 2022,
is available at https://bit.ly/3ynQU89 from PacerMonitor.com at no
charge.
Debtor's Counsel:
David Beslow, Esq.
GOLDMAN & BESLOW, LLC
7 Glenwood Avenue
Suite 311B
East Orange, NJ 07017
Tel: 973-677-9000
Fax: 973-675-5886
E-mail: yrodriguez@goldmanlaw.org
About Bamboo Palace
Bamboo Palace, Inc., is the 100% owner of (i) a vacant lot located
at 343 West Side Avenue, Jersey City, NJ ("Vacant Lot 1"), (ii) a
vacant lot located at 345 West Side Avenue, Jersey City, NJ
("Vacant Lot 2") and (iii) a lot and mixed use building located at
349-351 West Side Avenue, Jersey City, NJ ("Building Lot").
Bamboo Palace, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 22-10861) on Feb. 2, 2022. David Beslow, Esq. of
GOLDMAN & BESLOW, LLC is the Debtor's counsel. In the petition
signed by Angaad Sooknandan as president, the Debtor disclosed $1
million to $10 million in assets and $500,000 to $1 million in
liabilities.
BARRETT AND PEREZ: Case Summary & Seven Unsecured Creditors
-----------------------------------------------------------
Debtor: Barrett and Perez Construction, LLC
4268 Water Briar Rd.
Millington, TN 38053-2236
Business Description: The Debtor operates in the residential
building construction industry.
Chapter 11 Petition Date: May 8, 2022
Court: United States Bankruptcy Court
Western District of Tennessee
Case No.: 22-21799
Judge: Hon. Denise E. Barnett
Debtor's Counsel: Toni Campbell Parker, Esq.
LAW FIRM OF TONI CAMPBELL PARKER
5100 Poplar Ave., Ste. 2008
Memphis, TN 38137
Tel: 901-683-0099
Fax: 866-489-7938
E-mail: tparker002@att.net
Total Assets: $833,875
Total Liabilities: $1,004,922
The petition was signed by Alejandro Perez, 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/VPPNU4A/Barrett_and_Perez_Construction__tnwbke-22-21799__0001.0.pdf?mcid=tGE4TAMA
CAPETE CORP: Case Summary & Six Unsecured Creditors
---------------------------------------------------
Debtor: Capete Corporation
d/b/a Motel Oriente
Carr 181 KM 2.9 Quernado Ward
San Lorenzo, PR 00754
Business Description: Capete Corporation is part of the traveler
accommodation industry.
Chapter 11 Petition Date: May 9, 2022
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 22-01314
Debtor's Counsel: Wigberto Lugo Mender, Esq.
LUGO MENDER GROUP, LLC
100 Carr. 165 Suite 501
Guaynabo, PR 00968-8052
Tel: (787) 707-0404
E-mail: wigberto@lugomender.com
Total Assets: $991,713
Total Liabilities: $4,997,599
The petition was signed by Margaro Rivera Guzman, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/LYZZ5SQ/Capete_Corporation__prbke-22-01314__0001.0.pdf?mcid=tGE4TAMA
CNC PUMA: Amends Lendistry Corporation Secured Claims Pay
---------------------------------------------------------
CNC Puma Corporation submitted a Fourth Amended Chapter 11 Plan of
Reorganization for Small Business under Subchapter v dated May 3,
2022.
This Fourth Amended Plan of Reorganization proposes to restructure
the financial affairs and pay creditors of the debtor.
The assets of the Debtor that would predominantly be the source of
liquidation consists of (1) standard restaurant equipment and
office furniture, valued by the Debtor in the amount of $16,950.00;
(2) the Debtor's Type 47 On-Sale liquor license, valued by the
Debtor in the amount of $25,000.00, subject to a State tax hold for
taxes due on account of the California Department of Tax and Fee
Administration's priority tax claim; (3) food and liquor inventory
valued at approximately $15,000.00; (4) the Debtor's $25,000.00
security deposit held by the Debtor's landlord under the lease for
the Debtor's restaurant location, subject to the landlord's rights
against the security deposit under the lease; and (5) cash and
deposit accounts anticipated to approximate $125,000.00 to
$175,000.00 on the Effective Date.
The Debtor experienced unusually low sales in the first quarter of
2022, due in part to the Debtor being closed for several days in
January 2022 after a homicide from a shooting occurred outside of
the Debtor's restaurant, which also resulted in a decrease of
traffic to the Debtor's restaurant. The Debtor has also recognized
an unusual decrease in traffic among businesses generally in Old
Town, Temecula, during the first quarter of 2022.
The Debtor is also working on expanding its operations into an
upstairs space in the Debtor's restaurant premises, by opening a
private lounge in the space, which is expected to open in May 2022,
and is expected to generate additional revenue to fund the Plan.
Class 2 consists of the Claim of Lendistry Corporation. This is the
claim of with Lendistry Corporation ("Lendistry"), secured by a UCC
Financing Statement filed April 17, 2018 ("Lendistry UCC"),
securing payments due to under an April 2018 financing agreement
with Lendistry, secured against substantially all of the Debtor's
assets. The financing agreement required monthly payments of
approximately $4,150.00, at 10.00% interest, with loan maturity
date of April 2025.
The amount of the claim currently approximates $200,000.00, and is
expected to approximate $185,000.00 on the Effective Date due to a
pay down of the amount on account of adequate protection payments
paid by the Debtor in the amount of $4,150.00 per month. The Class
2 claim shall be allowed and paid 100% within 60 months following
the Effective Date, through equal monthly payments, estimated at
$3,598.11, beginning on the 1st date of the 1st month following the
Effective Date, continuing the 1st date of the month of each month
thereafter until paid in full, with interest accruing on the claim
at the reduced fixed rate of 6.25% per annum, starting from the
Effective Date.
Like in the prior iteration of the Plan, Class 6 consists of
Non-Priority Unsecured Claims. The Debtor will pay all projected
disposable income remaining after payment of claims in Class 1
through Class 5 under the Plan, which, is estimated to result in
payment of approximately $0.00 to allowed Class 6 claims.
The known claims total approximately $377,675.32, including the
SBA's $152,419.52 claim. The claims do not include the scheduled
claim of BBVA USA in the amount of $172,832.00 on account of the
Debtor's loan obtained under the Coronavirus Aid, Relief and
Economic Security (CARES) Act, which was forgiven in full in
accordance with the terms of the loan on or about January 5, 2022.
The Debtor estimates payments under the Plan will result in an
approximate 0.0% return to Class 6 claims, which could be more
depending in part on the ultimate amount of allowed claims,
including the CDTFA's priority tax claim. Class 6 is impaired.
The source of funding for the Plan will come from cash on hand on
the Effective Date, expected to approximate $200,000.00 to
$250,000.00, and income generated from the Debtor's ongoing
business.
A full-text copy of the Fourth Amended Plan dated May 3, 2022, is
available at https://bit.ly/3PohG6z from PacerMonitor.com at no
charge.
Counsel for Debtor:
J. Luke Hendrix, Esq.
Law Offices of J. Luke Hendrix
28693 Old Town Front St Suite 400-D
Temecula, CA 92590
Tel: (951) 221-3721
Email: luke@jlhlawoffices.com
About CNC Puma Corporation Inc.
CNC Puma Corporation Inc. -- https://www.thebankoldtown.com/ --
owns and operates bars and restaurants specializing in Mexican
cuisine.
CNC Puma Corporation filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20
17551) on Nov. 19, 2020. Ryan Parent, chief financial officer and
secretary, signed the petition. At the time of filing, the Debtor
disclosed $250,128 in assets and $1,134,882 in liabilities.
The Law Offices of J. Luke Hendrix represents the Debtor as
counsel.
COLLEGE CABLE: Wins Interim OK on Cash Collateral Access
--------------------------------------------------------
Following a hearing on the matter for May 5, the U.S. Bankruptcy
Court for the Eastern District of Kentucky entered an interim order
granting College Cable Services, Inc.'s request for authority to
use cash collateral and provide adequate protection to the secured
lender, First Southern National Bank.
Any creditor or other interested party other than the Secured
Lender having any objection to the Interim Order must file with the
Clerk of the Court, and serve upon (a) Dinsmore & Shohl LLP, Attn:
Ellen A. Kennedy, 100 West Main Street, Suite 900, Lexington, KY
40507, counsel for the Debtor; (b) counsel for the Secured Lender,
(c) the Office of the United States Trustee, and (d) any party that
has filed a notice of appearance in this Chapter 11 Case, on or
before May 17 a written objection and must appear to advocate said
objection at the final hearing on the Motion to be held on May 19
at 9:00 a.m. EST. In the event no objections are filed and the
Debtor and Secured Lender are in agreement on the terms of a Final
Order, an Agreed Final Order submitted by the Debtor and Secured
Lender may be entered without further notice or hearing in
accordance with Rule 4001(d)(3) of the Federal Rules of Bankruptcy
Procedure.
College Cable Services requires the use of cash collateral for the
operation of its business during the pendency of the bankruptcy
proceedings, in accordance with the Budget, as well as for the
payment of allowed professional fees and expenses.
Beginning on August 1, 2017, and continuing throughout the Debtor's
course of business, the Debtor entered into a series of financing
transactions whereby it obtained a number of loans from the Secured
Lender to acquire certain equipment and vehicles necessary to the
Debtor's business. Pursuant to these financial transactions, the
Debtor typically executed a promissory note, security agreement,
and any such other documentation as required to properly document
the loan and govern the terms of the financing. In total, the
Debtor obtained 24 prepetition loans from the Secured Lender.
Pursuant to the Loan Documents, the Debtor is obligated to make a
$28,749 payment on the fifteenth day of the month for the months of
October through June of each year of principal and a payment of
$3,675 of interest on the fifteenth day of the month for 12 months
of the year on account of the Loans for the equipment and
electronics.
Furthermore, the Debtor is obligated make payments of $4,865 per
month for truck loans. As of the bankruptcy filing date, the
principal amount of indebtedness owed to the Secured Lender by the
Debtor, exclusive of any accrued but unpaid interest, costs, fees,
and expenses, is approximately $968,470 under the Pre-Petition
Facility. The Debtor is current on its payment obligations under
the Pre-Petition Facility.
The Debtor proposes granting the Secured Lender, as adequate
protection of its interest in the cash collateral: (i) replacement
liens on the Prepetition Collateral, (ii) periodic interest only
payments, as and when payments would otherwise be due under the
applicable Loan Documents; (iii) a mortgage on the Building and
(iv) an allowed claim under section 507(b) of the Bankruptcy Code
to the extent of any diminution in the Secured Lender's interest in
the cash collateral, subject only to the Carve-Out.
The Carve-Out includes: (i) any amounts payable to the U.S. Trustee
pursuant to 28 U.S.C. section 1930(a); (ii) amounts payable to the
subchapter V trustee; and (iii) payment of unpaid professional
fees, costs, and expenses of professionals retained by the Debtor,
in an amount equal to the professional's retainer a proposed $5,000
per month through the termination of the Debtor's right to use cash
collateral or the conversion of the case to a case under Chapter 7
for any additional professional fees to be agreed upon.
The Debtor's right to use cash collateral hereunder will expire, on
the earliest to occur of (a) 90 days after the Petition Date unless
a final order approving the use of cash collateral has been
entered; (b) the dismissal of the Case or the conversion of any of
the same to a case under chapter 7 of the Bankruptcy Code; (c) the
appointment of an examiner with expanded powers or any other
representative with expanded powers in place of the Debtor; (d) the
occurrence of the effective date or consummation date of a plan of
reorganization for the Debtor; (e) the entry of an order of the
Bankruptcy Court approving the terms of any debtor-in-possession
financing for the Debtor; or (f) entry of an order reversing,
staying, vacating or otherwise modifying in any material respect
the terms of the Order. Unless otherwise ordered by the Court, on
and after the occurrence of a Termination Event specified above,
the Debtor will immediately cease using cash collateral, and on the
seventh Business Day after the date on which the Debtor receives
written notice from the Lender of such Termination Event, the
Debtor will immediately cease using cash collateral, the date of
such cessation being referred to as the "Termination Date."
A copy of the motion is available at https://bit.ly/3LDyPXf from
PacerMonitor.com.
The Debtor expects $58,224.92 in grand total expenses for the week
ending May 13 and $32,764.83 in grand total expenses for the week
ending May 20. The Debtor expects $189,063.25 in Ending Cash by
the end of next week.
About College Cable Services, Inc.
College Cable Services, Inc. offers cable television and other
telecommunication services to colleges, universities and other
institutions. It provides a wide variety of fully managed services
including site design, installation, satellite delivered
programming, RF and IPTV services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Kent. Case No. 22-50401) on May 1,
2022. In the petition signed by Louis J. Santoro,
secretary/treasurer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Gregory R. Schaaf oversees the case.
The Debtor is represented by:
Ellen Arvin Kennedy, Esq.
Spencer K. Gray, Esq.
Dinsmore & Shohl, LLP
100 W. Main Street, Suite 900
Lexington, KY 40507
Telephone: (859) 425-1000
Facsimile: (859) 425-1099
Email: ellen.kennedy@dinsmore.com
spencer.gray@dinsmore.com
First Southern National Bank is represented by:
Stephanie L. McGehee-Shacklette, Esq.
BERRY & MCGEHEE PLLC
996 Wilkinson Trace; Ste B-1
Bowling Green, KY 42103
Telephone: (270) 793-9300
Facsimile: (270) 842-5437
E-mail: smcgehee@berryandmcgehee.com
COMPASS POINTE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Compass Pointe Off Campus Partnership B, LLC
3700 Horizons Ave. 16
Merced, CA 95348
Business Description: Compass Pointe is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101
(51B)).
Chapter 11 Petition Date: May 8, 2022
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 22-10778
Judge: Hon. Jennifer E. Niemann
Debtor's Counsel: Noel Christopher Knight, Esq.
THE KNIGHT LAW GROUP
8001 Street #441
Sacramento, CA 95814
Tel: 510-435-9210
E-mail: lawknight@theknightlawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: Unknown
The petition was signed by David Sowels as manager.
The Debtor indicated as N/A its list of 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3GGW4ZA/Compass_Pointe_Off_Campus_Partnership__caebke-22-10778__0005.0.pdf?mcid=tGE4TAMA
COMPOUND PRIME: S&P Assigns 'B-' LT ICR on Weak Capital Base
------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
to California-based Compound Prime LLC. The outlook is stable.
At the same time, S&P assigned its 'B-' issue credit rating to
Compound's senior unsecured debt.
Compound Prime LLC is a California-based company, launched in 2021,
that promises a fixed interest rate to accredited investors for one
year (currently 4% for the initial term) by lending out customers'
U.S. dollar funds onto the Compound Protocol--a blockchain-based
decentralized finance platform.
Compound Prime was launched in 2021 by the owners of Compound Labs
Inc., the initial developer of the Compound Protocol, a
blockchain-based decentralized finance platform. The protocol has
been in existence for four years, with about $8.2 billion in assets
supplied by investors across cryptocurrencies as of the end of
April 2022 and more than 300,000 active users. By contrast,
Compound Prime is still a very small and young entity, with only 20
customers and $180 million invested at the end of April. Compound
Prime issues debt securities to accredited investors and currently
promises a 4% interest rate for the first year. Investors may
redeem debt securities on any business day with 24-hour notice.
The stable rating outlook on Compound Prime indicates S&P's
expectation of limited loan losses on the platform but also of very
low profitability and an expected fast expansion of the balance
sheet.
Over the next 12 months, S&P could lower the ratings if it
expects:
-- Lack of sufficient profitability, which would compromise the
company's capacity to meet the 4% fixed interest promised to the
debt investors;
-- Occurrence of any meaningful operational or cyber-risk events
for Compound Prime or the protocol;
-- Significant and sudden loss of investor confidence in the broad
digital assets industry;
-- Heightened counterparty risks related to the key counterparties
of Compound Prime; or
-- The materialization of adverse regulatory risk.
An upgrade is a remote scenario over our one-year rating horizon.
In the next few years, S&P could raise the ratings if:
-- There is greater regulatory clarity in the digital assets
industry accompanied by a full and independent audit process for
USDC creation and respective reserves management or by Circle
becoming a fully regulated banking institution, and
-- Compound Prime builds a longer track record of stable
performance and improves its capital position.
CORPORATE HOUSING: Unsecureds to Split $16.8K Over 3 Years
----------------------------------------------------------
Corporate Housing Solutions LLC Seattle PS, doing business as CHS
(Seattle), filed with the U.S. Bankruptcy Court for the District of
Nevada a Plan of Reorganization for Small Business under Subchapter
V dated May 3, 2022.
The Debtor provides corporate housing to businesses and other
parties, and has leases for various units in properties in both
Seattle, Washington and San Antonio, Texas.
The Debtor's operations were impacted by the COVID-19 pandemic, and
the resulting slowdown in travel, closures and phased reopenings.
The Debtor has also had disputes with both of its landlord groups
regarding various issues with the leased premises, which eventually
led to various pre-petition demands and litigation. The Debtor
filed this bankruptcy case seeking to restructure its financial
affairs, to bring about an expedient and economical resolution of
its issues, and to save its business and preserve and protect the
value of it as a going concern, which it believes will result in a
higher and better recovery to all creditors and parties in
interest.
The Debtor, as the Plan's proponent, has provided projected
financial information. These financial projections show that the
Debtor will have projected disposable income of a total of
$16,790.00, in the aggregate, over the next 3 years.
The final Plan payment is expected to be paid by the 36th Month
after the Effective Date.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations, and potential litigation
recoveries, as needed.
Non-priority unsecured creditors holding Allowed claims will
receive distributions, which the Debtor has valued at approximately
$0.05 cents on the dollar (based on an estimated $312,000 of
allowed general unsecured claims at present, and a distribution to
general unsecured creditors of $16,800 over the life of the Plan).
This Plan also provides for the payment in full of all Allowed
administrative and priority claims over time as well.
Class 4 consists of Non-Priority General Unsecured Creditors. Each
holder of an Allowed general unsecured, nonpriority claim shall
receive its pro rata share of the sum of Debtor's disposable income
in the total aggregate amount of $16,800 over the life of the Plan,
or such other amount as the Court may require at the confirmation
hearing on the Plan and as consistent with §§ 1190 and 1191 of
the Code, with such payments being made on or prior to the 15th day
of the 12th, 24th, 36th months following the Effective Date, in the
gross sum of $5,600.00 for each of these 3 annual payments. Class 4
is impaired and thus is entitled to vote on the Plan.
Class 5 consists of Equity security holders of the Debtor. Except
to the extent that the Holders of Class 5 Equity Interests agree to
less favorable treatment, they shall retain their Equity Interests,
subject to the terms and conditions of this Plan. Class 5 is
unimpaired and thus is deemed to accept the Plan.
This Plan will be funded through cash flow generated from future
operations, including through the continued leasing of premises,
and may be supplemented from potential recoveries from litigations
or settlements from the Debtor's landlords.
A full-text copy of the Plan of Reorganization dated May 3, 2022,
is available at https://bit.ly/3L0ozr9 from PacerMonitor.com at no
charge.
Attorneys for Debtor:
LARSON & ZIRZOW, LLC
MATTHEW C. ZIRZOW, ESQ., NV# 7222
E-mail: mzirzow@lzlawnv.com
850 E. Bonneville Ave.
Las Vegas, Nevada 89101
Tel: (702) 382-1170
About Corporate Housing Solutions
Corporate Housing Solutions LLC Seattle PS, doing business as CHS
(Seattle) provides corporate housing to businesses and other
parties, and has leases for various units in properties in both
Seattle, Washington and San Antonio, Texas.
The Debtor filed Chapter 11 Petition (Bankr. D. Nev. Case No.
22-10352) on Feb. 2, 2022. The Debtor is represented by Matthew C.
Zirzow, Esq. of LARSON & ZIRZOW, LLC.
CRESTWOOD HOSPITALITY: Amends Unsec. Creditors Claims Pay Details
-----------------------------------------------------------------
Crestwood Hospitality, L.L.C, submitted an Amended Disclosure
Statement in support of Amended Plan of Reorganization dated May 3,
2022.
The Debtor is affiliated with several other entities through common
ownership, including Khangura Development, LLC (which provides
logistical and financial support to the various affiliated
entities), Optima Lodging, LLC (which owns a Fairfield Inn and
Suites hotel in Oro Valley, Arizona), Legacy Hospitality, LLC
(which owns a Residence Inn in Mesa, Arizona), Rio Hospitality, LLC
(which owns certain undeveloped land near Tucson, Arizona), and
Woodbridge Hospitality, LLC (which previously owned the Suites on
Scottsdale hotel in Scottsdale, Arizona but recently sold its
property in its Chapter 11 bankruptcy case and confirmed its plan
of reorganization which provides for payment of allowed claims in
full).
Brycon Corporation performed construction work on Legacy's
property. Brycon asserts that Legacy failed to pay Brycon pursuant
to the construction contract, and that the Debtor guaranteed
Legacy's obligations under the construction contract. Brycon also
asserts that it made certain interest payments to Legacy's lender,
Hall Mesa, LLC ("Hall"), for which the Debtor and Rio guaranteed
repayment. Brycon has brought an action in Maricopa County Superior
Court, Case No. CV2020-006633 (the "Brycon Litigation") against
Legacy, the Debtor, Rio and Suky.
The Brycon Litigation has been stayed as against the Debtor. Brycon
asserts that the Debtor is obligated to Brycon in the asserted
amount of approximately $1,361,000. Legacy has brought a
counter-claim against Brycon for defective work and asserts damages
in the amount of approximately $350,000 from Brycon. It is possible
that Brycon's asserted Claims against the Debtor will be paid, or
otherwise resolved, by Legacy, Rio, or one or more of the Debtor's
other affiliates, through settlement or litigation.
Maxim has asserted that the Debtor, Woodbridge, Optima, Suky and
other affiliated entities, personally guaranteed Khangura
Development's asserted obligation to Maxim pursuant to an Equipment
Finance Agreement ("EFA"), and that the guarantors of the EFA
secured those guarantees with liens on their respective properties.
Woodbridge recently reached an agreement with Maxim to pay Maxim's
asserted claim, in full, from the proceeds of the sale of
Woodbridge's property pursuant to Woodbridge's confirmed plan of
reorganization.
In connection with such payment, which should occur prior to the
end of April 2022, Maxim will release all of its claims and liens
against the Debtor and the Debtor's property, and against the
guarantors and their respective properties. Consequently, Maxim
will no longer hold a claim against the Debtor or a lien
encumbering the Debtor's property.
The Debtor's Plan does not contemplate, provide for, or depend upon
any of the Debtor's affiliates as a source of payment to any of the
Debtor's Creditors.
Class 3-C consists of all Allowed Unsecured Claims that are not
otherwise classified in the Plan, and shall include the Allowed
Unsecured Deficiency Claims of CIT, the City of Tucson, and the
SBA, Allowed Claims resulting from the rejection of executor
contracts, if any, and any other Allowed Claim not included in any
other Class in the Plan. Allowed Unsecured Claims in this Class
will be treated as follows:
* First, Allowed Unsecured Claims will share, pro rata (with
Brycon's Allowed Unsecured Claim, to the extent that such Claim has
not been satisfied from third party sources), in a distribution of
the sum of $75,000 in cash (the "Unsecured Distribution Amount")
paid by the Reorganized Debtor from the New Value Contribution on
the Effective Date.
* Second, Allowed Unsecured Claims will share, pro rata (with
Brycon's Allowed Unsecured Claim, to the extent that such Claim has
not been satisfied from third party sources), in a total of 3
annual distributions of 25% of the Reorganized Debtor's Net
Revenues from the operations of the Property after (a) monthly
payments to CIT on account of its Allowed Secured Claim in Class
2-A, (b) monthly payments to the SBA on account of its Allowed
Secured Claim in Class 2-E, (c) monthly payments to Johnston and
Khan on account of their respective Allowed Secured Claims in
Classes 2-F and 2-G, and (d) an amount determined by the
Reorganized Debtor to be reasonably necessary to set aside,
periodically, as a cash reserve for emergency expenditures and
repairs, capital expenditures for the benefit of the Property, and
to cover potential periodic cash flow shortfalls, which reserve
amount shall not exceed an aggregate of $250,000.
Class 4 consists of the Allowed Interests in the Debtor. Interest
Holders will retain their Interests in the Reorganized Debtor in
the same percentage as they held in the Debtor pre-petition, and to
the same extent and priority, and with all other benefits, that
existed on the Petition Date. In exchange for their retention of
their Interests in the Reorganized Debtor and on the condition that
the Confirmation Order is entered, the Interest Holders—Suky and
Jas—will contribute the New Value Contribution to the Reorganized
Debtor on the Effective Date. The Debtor, and the Plan, do not
contemplate that any other parties will contribute funds to the New
Value Contribution.
The total expected New Value Contribution is approximately 71% of
the total amount of potential Allowed Unsecured Claims, assuming
that Brycon's Claim is not paid or satisfied by third parties.
Moreover, the total expected New Value Contribution is
approximately 27% of the value of the Property. Such a contribution
is clearly not de minimus and is facially substantial by any use of
that term.
Additionally, because the Plan relies upon the continued operation
of the Property as a hotel to generate Net Revenue to pay
Creditors, and the current Franchise Agreement expires prior to the
end of the three year life of the Plan, it is necessary for the
success of the Plan that the Property be re-flagged (either with
the current Franchisor or a new franchisor) when the current
Franchise Agreement expires.
In order to do that, the Debtor must make the property improvements
and incur, and pay for, the PIP Expenses. According to the Debtor's
Projections, the Debtor will not generate sufficient Retained Net
Revenues to pay for all PIP Expenses. Moreover, the property
improvements will need to be made to generate sufficient value of
the Property to pay the balloon payment to CIT as provided in the
Plan. Accordingly, the New Value Contribution is necessary to the
Debtor's successful reorganization.
The Debtor does not intend to solicit bids for a New Value
Contribution from any potential investors; rather, the New Value
Contribution has been market tested by virtue of the expiration of
the Debtor's exclusive period to file a plan of reorganization. In
fact, the Debtor's exclusivity period expired on August 22, 2021,
approximately five months before the Debtor filed its initial Plan,
and no parties have filed a competing plan of reorganization.
The Plan will be funded from the Debtor's Cash-on-Hand, Net
Revenues from the operation of the Property, the New Value
Contribution and, with respect to the payment of CIT's remaining
Allowed Secured Claim on the Maturity Date, from a refinancing of
the Property or the proceeds of the sale of the Property.
A full-text copy of the Amended Disclosure Statement dated May 3,
2022, is available at https://bit.ly/3N4Q83X from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Randy Nussbaum
Philip R. Rudd
Sierra M. Minder
SACKS TIERNEY P.A.
4250 N. Drinkwater Blvd., 4th Floor
Scottsdale, AZ 85251-3693
Telephone: 480.425.2600
Facsimile: 480.970.4610
E-mail: Randy.Nussbaum@SacksTierney.com
Philip.Rudd@SacksTierney.com
Sierra.Minder@SacksTierney.com
About Crestwood Hospitality
Crestwood Hospitality LLC operates the Holiday Inn Express & Suites
Tucson Mall, an "all suite" hotel built in 2004, pursuant to a
license agreement with Holiday Hospitality Franchising, LLC.
Crestwood owns and continues to operate the Holiday Inn Express at
Tucson Mall located at 620 E. Wetmore Rd., Tucson, Arizona. The
Property was built in 2003 and opened in January 2004 as an "all
suite" hotel. The Property has 105 guest rooms, three corporate
meeting rooms, a business center, outdoor heated pool, fitness
center and other guest amenities.
Crestwood filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
21-03091) on April 23, 2021. In the petition signed by Sukhbinder
Khangura, member and vice president, the Debtor estimated between
$1 million and $10 million in assets, and between $10 million and
$50 million in liabilities.
Judge Brenda Moody Whinery is assigned to the case.
Sacks Tierney P.A., is the Debtor's counsel.
EYP GROUP HOLDINGS: Sold to Ault Alliance for Nearly $68 Million
----------------------------------------------------------------
Larry Rulison of Times Union reports that longtime Albany
architecture firm EYP Group Holdings is being sold to bitcoin
mining firm affiliate Ault Alliance.
The architecture firm EYP, one of the largest commercial tenants at
Albany Nanotech, has filed for bankruptcy and is being sold off for
nearly $68 million to a subsidiary of a Las Vegas firm involved in
mining bitcoin.
EYP filed for Chapter 11 bankruptcy in U.S. Bankruptcy Court in
Delaware on April 24, and reported the sale the same day. The Wall
Street Journal was the first to report on the news.
The firm that purchased EYP is called Ault Alliance, Inc. The
parent company of Ault Alliance is a company called Bitnile
Holdings, which mines for bitcoin and is involved in a variety of
other businesses, including biotech ventures.
Shares of Bitnile currently trade at 37 cents. The company lost
$24.2 million in 2021 on revenues of $52.4 million.
The sale is a dramatic turn of events for the longtime Albany
architecture and engineering firm, which had grown in recent
decades into one of the most prominent building design firms in the
country for higher education and high-tech industries.
However, a 2020 lawsuit filed by former employees against the
company's former CEO, Tom Birdsey, and a New York City investment
firm that took an equity stake in EYP in 2011, reveal that the
company's business dropped off significantly around 2015 when EYP
was looking for a buyer amid a wave of mergers in the architecture
sector.
The sale of EYP in 2015 to an architecture firm called Stantec was
explored but ultimately did not happen, the lawsuit claims.
The time period also coincided with a major state and federal
criminal probe into alleged bid-rigging at Albany Nanotech, which
at the time was one of EYP's most important clients. EYP was not
accused of wrongdoing, but the lawsuit, which was dismissed earlier
this year but is being appealed, claimed that EYP became insolvent
amid tens of millions of dollars in debt related to an employee
stock-ownership plan.
Under the terms of the sale, Ault Alliance will provide $12 million
in financing to EYP to allow it to remain operating and serving its
clients.
One of the founders of EYP, Eric Yaffee of Slingerlands, died in
2020. Yaffee was born in Albany and studied architecture at
Syracuse University before Einhorn Yaffee Prescott was officially
founded in 1972.
EYP has designed buildings for universities, governments, hospitals
and corporations across the country and locally.
Clients have included Albany Nanotech, General Electric, the
College of St. Rose, Regeneron, the University at Albany, Harvard
University, Boston College, Stanford University, the Department of
Energy and many more.
Chapter 11 bankruptcy documents reveal Birdsey, who lives in
Bethlehem, is owed $15 million by EYP.
An Albany Nanotech spokesman did not immediately have a comment on
EYP and its lease at the ZEN building.
"EYP is a good candidate to use the protections that a Chapter 11
process provides," EYP's interim CEO Kefalari Mason said in a
statement.
"Our business is as strong as it has ever been and the advantages
for the company are that it allows us to continue doing the work we
love while quickly moving through a sale process that further
strengthens our financial position," she continued, "allowing us to
shape a future that matches our success over the last few years."
About EYP Group Holdings
EYP Group Holdings, Inc. is an integrated design firm specializing
in higher education, healthcare, government and science and
technology.
EYP Group Holdings and affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 22-10367) on April 24,
2022. In the petition filed by Kefalari Mason, as authorized
officer, EYP Group Holdings listed estimated assets between $50
million to $100 million and estimated liabilities between $100
million to $500 million.
The case is assigned to Judge Mary F. Walrath.
The Debtor's counsels are Richard A. Chesley, Esq., Oksana Koltko
Rosaluk, Esq. and R. Craig Martin, Esq. and Aaron S. Applebaum,
Esq., at DLA Piper LLP (US). Hollingsworth LLP is the Debtor's
special counsel. Carl Marks Advisory Group LLC is its investment
banker, Berkley Research Group, LLC is the financial advisor, and
Berkley Research Group, LLC is the claims agent.
Ault Alliance, Inc., the DIP Lender, is represented by:
Abigail V. O'Brient, Esq.
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
2029 Century Park East, Suite 3100
Los Angeles, CA 90067
- and -
Timothy J. McKeon, Esq.
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
- and -
Robert J. Dehney, Esq.
Matthew B. Harvey, Esq.
Morris Nichols Arsht & Tunnell LLP
1201 N. Market Street, 16th Floor
Wilmington, DE 19801
FIENI ENTERPRISES: Taps Fox & Roach as Real Estate Broker
---------------------------------------------------------
Fieni Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Fox & Roach, LP to
market for sale its real property located at 100 A St., Wilmington,
Del.
The firm will be paid a commission of 5 percent of the sales
price.
Robyn Roberts, a member of Fox & Roach, 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:
Robyn Roberts
Fox & Roach LP
d/b/a Berkshire Hathaway Home Services Fox & Roach, Realtors
121 Continental Drive, Suite 108
Newark, DE 19713
Tel: (302) 368-1621
Fax: (302) 607-1622
About Fieni Enterprise
Fieni Enterprises, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 22-10189) on March 7, 2022, disclosing as
much as $1 million in both assets and liabilities. Judge John T.
Dorsey oversees the case.
The Debtor is represented by Charles J. Brown, III, Esq., at
Gellert Scali Busenkell & Brown, LLC.
FOG INC: Seeks Cash Collateral Access
-------------------------------------
FOG, Inc. asks the U.S. Bankruptcy Court for the Southern District
of West Virginia to use cash collateral on an interim basis in
accordance with the budget.
Peoples Bank holds a lien on the Debtor's rents and the Debtor's
real property on account of a $2,800,000 claim. The Debtor
estimates the value of the business real property to be at least
equal the amount of the Bank's claim.
As adequate protection, the Debtor proposes Peoples Bank be given a
post-petition replacement lien on the Debtor's cash collateral,
including accounts receivable with adequate protection payments
monthly in the amount of $12,500.
The Debtor has no source of income other than from the collection
of rents and if not permitted to use the cash collateral, the
Debtor will be required to shut down business operations.
A copy of the motion is available at https://bit.ly/3MUD0yl from
PacerMonitor.com.
About FOG, Inc.
FOG, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. W.Va. Case No. 22-20073) on May 4, 2022. In the
petition signed by Mouwafak Ghannam, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge B. Mckay Mignault oversees the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee is the Debtor's
counsel.
FOUR AND TWENTY: Unsecureds to Get OVS Settlement & Cash Infusion
-----------------------------------------------------------------
Four & Twenty, LLC, d/b/a BML Blackbird Theatrical Services,
submitted a First Amended Small Business Plan of Reorganization
dated May 3, 2022.
Through the date of this Plan, Four & Twenty has mostly collected
accounts receivable which is reflected in the cash balance. These
funds are being depleted by maintaining its staff and operations.
Four & Twenty does not anticipate increased sales until third
quarter 2022.
Because Four & Twenty is not able to crystal ball future jobs, the
Plan pays: 1) administration claims in full on the effective date
unless a different payment is otherwise agreed to by holders of
administrative claims, 2) secured equipment financing creditors
will retain their perfected lien on their collateral, be paid the
value of the collateral over 5 years at 4.5% interest with the
balance of the deemed an unsecured claim and treated as a Class 2
General Unsecured Creditor, 3) taxes owed to the Internal Revenue
Service and the State of NY shall be paid over 60 months at 4.5%
interest; 4) taxes owed to the State of New Jersey are
insignificant and will be paid on the effective date as a
Convenience Class.
General Unsecured Creditors will receive a pro rata dividend on
their allowed claim from a fund which shall consist of the $40,000
settlement of a prepetition account receivable owed by OVS Media
and the $15,000 cash infusion by Debtor's principal Eric Todd.
Class 2 consists of General Unsecured Claims. General Unsecured
Creditors will receive a lump sum pro rata dividend on their
allowed claim from a fund which shall consist of the $40,000
settlement of a prepetition account receivable owed by OVS Media
and the $15,000 cash infusion by Debtor's principal Eric Todd.
Additionally, in any quarter where the Debtor's net profit exceeds
$50,000.00, Unsecured Creditors will receive as an additional
distribution one-half of the excess over $50,000.00. The term net
profit is defined as all cash receipts during the quarter, less all
cash disbursements during the quarter. The Sub V Trustee shall
monitor Debtor's quarterly reports to determine if and when an
additional distribution is required.
Ascentium Capital, LLC, pursuant to its settlement with the Debtor,
will not receive a distribution as a class 2 creditor.
Debtor will fund the Plan through its disposable cash, the OVS
Media settlement and Eric Todd's $15,000 cash infusion. Debtor
cautiously anticipates an increase in business as Covid
restrictions are lifted and live events resume.
As consideration for his cash contribution to the plan, Eric Todd
shall receive a release of any and all claims Debtor's creditors
may have against him, including but not limited to any obligation
of the Debtor that Mr. Todd personally guaranteed.
A full-text copy of the First Amended Plan dated May 3, 2022, is
available at https://bit.ly/37w5v6i from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Greenbaum, Rowe, Smith & Davis LLP
Nancy Isaacson, Esq.
75 Livingston Avenue
Roseland, New Jersey 07068
(973) 535-1600
nisaacson@greenbaumlaw.com
About Four and Twenty LLC
Four and Twenty LLC d/b/a BML Blackbird, Inc. d/b/a BML-Blackbird
Theatrical Services is engaged in the stage lighting operation
business as a provider of lighting for live events, ticketed
events, and other events whereby a live audience or view is the
driver.
The Debtor sought Chapter 11 protection (Banke. D.N.J. Case No.
21-19558) on Dec. 13, 2021. In the petition signed by Eric Todd,
managing member, the Debtor disclosed $1,858,619 in assets and
$1,732,142 in liabilities. Nancy Isaacson, Esq. of GREENBAUM,
ROWE, SMITH & DAVIS LLP, is the Debtor's counsel.
FRONTIER COMMUNICATIONS: S&P Rates First-Lien Secured Notes 'B'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '2'
recovery rating to Frontier Communications Holdings LLC's proposed
$800 million first-lien secured notes due 2030. The '2' recovery
rating indicates its expectation for substantial (70%-90%; rounded
estimate: 80%) recovery in the event of a payment default. The
company is also upsizing its revolving credit facility by $275
million to $900 million in conjunction with the notes issuance.
Frontier plans to use the net proceeds from these notes to fund the
capital expenditure (capex) and operating costs associated with the
upgrade of its network to fiber-to-the-home (FTTH), as well as for
other general corporate purposes.
S&P said, "At the same time, we lowered our issue-level rating on
the company's existing first-lien debt to 'B' from 'B+' and revised
our recovery rating to '2' from '1'. Our 'CCC+' issue-level rating
and '5' recovery rating on Frontier's existing second-lien debt are
unchanged. We lowered our rating on the company's first-lien debt
and revised our recovery rating to reflect the additional
first-lien debt (including the incremental revolver commitment that
we assume is 85% drawn at default), which will dilute the recovery
prospects for both its first- and second-lien debtholders in our
hypothetical default scenario. While we expect modestly lower
recovery prospects for second-lien creditors, it is not sufficient
to revise the recovery rating.
"Our 'B-' issuer credit rating and stable outlook on Frontier are
unchanged. Although we expect the additional debt to increase the
company's S&P Global Ratings-adjusted leverage (on a gross basis)
to about 5x in 2022, from the mid-4x area under our previous
base-case forecast, we believe its leverage remains appropriate for
the current rating. Our base-case forecast assumes that Frontier
funds its fiber build plan with cash on hand and incremental debt,
although it could also raise some equity. Therefore, despite our
expectation for solid earnings growth starting in 2023, we do not
forecast material leverage improvement over the next few years
because the company's free operating cash flow deficits will widen
under its aggressive capital spending plan and require it to raise
additional funds. Despite our expectation for weak credit metrics
over the next few years, we believe Frontier's fiber deployment--if
well executed--will help expand its broadband market share and
improve its earnings trends over the longer term."
During the first quarter of 2022, the company's total revenue fell
by 10.7% from the prior-year period due to declines in its voice
and video services, and lower revenue from government subsidies.
Meanwhile, Frontier's reported EBITDA declined by 22% relative to
the year-ago period, driven by the expiration of the CAF II
subsidies. Notwithstanding the sharp drop, the company highlighted
that its fiber EBITDA grew 2% year-over-year and has exceeded its
copper EBITDA, which combined with anticipated cost reductions,
bodes well for its ability to grow its earnings in 2023.
The company's multiyear FTTH build plan appears to be progressing
well despite global supply chain and labor constraints and ongoing
inflationary pressures. Frontier built fiber to around 600,000
homes in 2021, achieving 18% fiber penetration within 12 months.
The company built fiber to an additional 211,000 homes in the first
quarter of 2022 and covered about 4 million homes (or about a
quarter of its footprint) with FTTH as of March 31, 2022. Frontier
is on track to upgrade 1 million homes in total with fiber in 2022,
which will expand its FTTH coverage to one-third of its footprint.
In addition, it has longer-term plans to make fiber available to
two-thirds of its total service area by 2025.
GREAT WESTERN PETROLEUM: S&P Upgrades ICR to 'BB', Off Watch Pos.
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Great Western
Petroleum LLC to 'BB' from 'B-' and removed it from CreditWatch,
where S&P placed it with positive implications on March 1, 2022.
S&P said, "We then withdrew our issuer credit rating on Great
Western. At the time of the withdrawal, our outlook on the company
was stable. At the same, we withdrew our 'B' issue-level rating and
'2' recovery rating on Great Western's $312 million of 12% senior
secured notes, which will be fully repaid on May 20, 2022."
On May 6, 2022, Denver-based crude oil and natural gas exploration
and production company PDC Energy Inc. completed its acquisition of
Great Western Petroleum LLC.
S&P said, "These rating actions follow the close of PDC Energy's
acquisition of Great Western. We raised our issuer credit rating on
Great Western to 'BB' to equalize it with our rating on PDC because
we now consider the company and its assets to be core to PDC. We
then withdrew our issuer credit rating on Great Western.
"We also withdrew our 'B' issue-level rating and '2' recovery
rating on Great Western's senior secured notes. At the time of the
deal's closing, the funds to fully repay the senior secured notes
were irrevocably deposited into a trust, with the final payment to
bondholders to be made on May 20, 2022."
GULF COAST HEALTH: Bankruptcy Court Blocks 3rd-Party Legal Immunity
-------------------------------------------------------------------
Becky Yerak of The Wall Street Journal reports that a bankruptcy
judge blocked nursing-home chain Gulf Coast Health Care LLC from
granting legal immunity to third parties that include company
insiders and affiliates, rejecting a key feature of the defunct
business’s chapter 11 plan.
Judge Karen Owens in the U.S. Bankruptcy Court in Wilmington, Del.,
said Wednesday that the Pensacola, Fla.-based company didn’t meet
its burden to sign away creditors’ claims against third parties
to the chapter 11 case and couldn’t justify those proposed
liability releases.
About Gulf Coast Health Care
Gulf Coast Health Care, LLC, is a licensed operator of 28 skilled
nursing facilities comprising nearly 3,350 licensed beds across
Florida, Georgia, and Mississippi. It provides short-term
rehabilitation, comprehensive post-acute skilled care, long-term
care, assisted living, and therapy services in each of its
facilities.
Gulf Coast Health Care and 61 affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-11336) on Oct. 14,
2021. In the petition signed by Benjamin M. Jones as chief
restructuring officer, Gulf Coast listed up to $50 million in
assets and up to $500 million in liabilities.
The cases are handled by Judge Karen B. Owens.
The Debtors tapped McDermott Will & Emery LLP and Ankura Consulting
Group LLC as legal counsel and restructuring advisor, respectively.
M. Benjamin Jones of Ankura serves as the Debtors' chief
restructuring officer. Epiq Corporate Restructuring, LLC, is the
claims, noticing, and administrative agent.
On Oct. 25, 2021, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in the Chapter 11 cases.
Greenberg Traurig, LLP, and FTI Consulting, Inc., serve as the
committee's legal counsel and financial advisor, respectively.
The Debtor filed its proposed Chapter 11 plan and disclosure
statement on Oct. 28, 2021.
HIGHLANDS SENIOR CITIZENS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------------
The U.S. Trustee for Region 15 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of The Highlands Senior Citizens Group.
About The Highlands Senior Citizens
The Highlands Senior Citizens Group, doing business as Jacumba
Community Center, is a nonprofit organization that provides
services to senior citizens.
Highlands Senior Citizens Group, Jacumba, California, filed for
Chapter 11 protection (Bankr. S.D. Calif. Case No. 22-00910) on
April 5, 2022. In the petition filed by Greg A. Curran, as
president, The Highlands estimated assets between $1 million and
$10 million and liabilities between $0 and $50,000.
Judge Laura S. Taylor oversees the case.
Bruce R. Babcock, Esq., at the Law Office of Bruce R. Babcock, is
the Debtor's counsel.
INTELSAT SA: New CEO Forms Team to Guide Post-Bankruptcy Future
---------------------------------------------------------------
Jason Rainbow of Space News reports that Intelsat announced
financial, commercial and aviation leadership changes May 5, 2022
to guide the satellite operator’s post-bankruptcy future.
The executive appointments come a month after former Raytheon
executive David Wajsgras took over as CEO, replacing Stephen
Spengler who had been at the helm for nearly seven years.
Anthony (Toby) O'Brien, a former chief financial officer at
Raytheon, was appointed to the same role at Intelsat.
O'Brien had joined Raytheon as CFO in 2015 to replace Wajsgras, who
was promoted to head of the company’s intelligence unit at the
time.
Intelsat CFO Toby O'Brien
While Wajsgras left Raytheon in 2020 after it merged with United
Technologies to join a private equity firm, O’Brien stayed on as
CFO of the combined group.
At Intelsat, O’Brien will oversee the $7 billion debt the company
still has on its books after emerging from bankruptcy Feb. 23,
reduced from $16 billion following a long-running restructuring
process that started May 2020.
O’Brien replaces David Tolley as Intelsat CFO.
Intelsat also named Jeff Sare May 5 as president of its commercial
aviation division to replace responsibilities previously held by
John Wade.
Wade joined Intelsat at the end of 2020 — while the operator was
still in Chapter 11 bankruptcy protection — when the company
bought the commercial aviation part of Gogo’s inflight
connectivity business.
According to his LinkedIn profile, he remained as Gogo's president
of commercial aviation until he left Intelsat in January 2021.
Sare was previously vice president and connectivity solutions
business segment leader at Panasonic Avionics, which serves an
inflight connectivity market that Intelsat has said will be
important for its future growth.
Fierce competition in the inflight connectivity market is ramping
up as SpaceX’s Starlink broadband network announces incoming
services on airlines.
Intelsat named Clay McConnell as senior vice president of corporate
communications and marketing as part of the leadership changes.
McConnell is a former director of corporate communications at Delta
Airlines, and has also been head of communications for Airbus
Americas.
Intelsat also said May 5, 2022 it has promoted chief services
officer Michael DeMarco to chief commercial officer to replace
Samer Halawi, who announced plans to resign in December after
joining Intelsat in January 2018.
Intelsat ordered two software-defined satellites from Thales Alenia
Space Jan. 12 as part of a post-restructuring growth strategy that,
according to Halawi in October, could include the operator’s own
low Earth orbit constellation.
The IS-41 and IS-44 satellites are slated to launch in 2025 to
provide commercial and government mobility services and cellular
backhaul across Africa, Europe, the Middle East and Asia.
Helping to fund these growth plans are nearly $5 billion in
proceeds that Intelsat expects to receive from clearing C-band
spectrum for terrestrial cellular operators.
However, satellite operator SES is disputing Intelsat's share of
the proceeds amid ongoing legal action before the U.S. Bankruptcy
Court for the Eastern District of Virginia.
About Intelsat S.A.
Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held
operator of satellite services businesses, which provides a diverse
array of communications services to a wide variety of clients,
including media companies, telecommunication operators, internet
service providers, and data networking service providers. The
Company is also a provider of commercial satellite communication
services to the U.S. government and other select military
organizations and their contractors. The Company's administrative
headquarters are in McLean, Virginia, and the Company has extensive
operations spanning across the United States, Europe, South
America, Africa, the Middle East, and Asia.
Intelsat S.A. and its debtor-affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The
petitions were signed by David Tolley, executive vice president,
chief financial officer, and co-chief restructuring officer. At the
time of the filing, the Debtors disclosed total assets of
$11,651,558,000 and total liabilities of $16,805,844,000 as of
April 1, 2020.
Judge Keith L. Phillips oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal
counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; PJT Partners LP as financial advisor & investment banker;
Deloitte LLP as tax advisor; and Deloitte Financial Advisory
Services LLP as fresh start accounting services provider. Stretto
is the claims and noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 27, 2020. The committee tapped Milbank LLP and
Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc., as
financial advisor; Moelis & Company LLC as investment banker; Bonn
Steichen & Partners as special counsel; and Prime Clerk LLC as
information agent.
IRONWOOD FINANCIAL: Wins Cash Collateral Access Thru June 22
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
authorized Ironwood Financial, LLC to continue using cash
collateral on an interim basis, pursuant to the budget, through
June 22, 2022.
Specifically, during the months of April, May and June 2022,
Worldpay ISO, Inc., f/k/a Vantiv, Inc., f/k/a National Processing
Company, is directed to release $122,000 of any residual payments
to the Debtor in the ordinary course of Worldpay's business after
ascertaining the amount of the residual payments in accordance with
the terms of the underlying agreement between the Debtor and
Worldpay provided that the total amount of the residual payment due
to the Debtor for the applicable period is at least $122,000. In
addition, Worldpay is directed to release an additional $131,778,
payable as follows: $65,889 to Worldpay to be applied in its
discretion; $65,889 to the Debtor, to be used to apply to
administrative fees and expenses. Other than as specified herein,
Worldpay agrees to hold and not apply towards the payment of
attorney fees any remaining residual payments for the applicable
periods, pending further Court order and/or agreement between the
Debtor and Worldpay.
Worldpay is permitted, but not directed, to file a motion for
summary judgment in connection with the Cash Collateral Motion on
or before June 22. The Debtor will have 21 days from the date upon
which Worldpay files any motion for summary judgment in which to
file its response. If the Debtor files a response, Worldpay will
have seven days from the date upon which the Debtor files its
response to file a reply.
A further hearing on the matter is scheduled for June 22 at 10
a.m.
A copy of the order is available at https://bit.ly/3ye1cHT from
PacerMonitor.com.
About Ironwood Financial
Oxford, Miss.-based Ironwood Financial, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No.
21-10866) on May 3, 2021. In the petition signed by John H. Lewis,
manager, the Debtor disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Jason D. Woodard oversees the case.
Mitchell, McNutt & Sams, P.A. serves the Debtor's legal counsel.
JEM HOMES: Further Fine-Tunes Plan Documents
--------------------------------------------
JEM Homes International, LLC submitted a Sixth Amended Small
Business Plan of Reorganization dated May 3, 2022.
This Plan of Reorganization proposes to pay creditors from sources
of payment, such as a Capital Investment, as well as cash flow and
future income from operations over three to five years.
This plan provides for Administrative Expense Claims;
Administrative Convenience Claims; Priority Unsecured Claims and
General Unsecured Claims of Clients; General Unsecured Claims of
Short-Term Note Holders; General Unsecured Claims; and Secured
Claims.
Unsecured creditors will be given the opportunity to receive a
reduced lump sum payment on the Effective Date or a full payment of
their claim through equal monthly payments.
Like in the prior iteration of the Plan, Class 3 consists of
General Unsecured Claims. If Claim is allowed, Creditor will elect
between:
a) receiving 75% of the total identified in this table as the
Value of the Claim, on the Effective Date; or
b) 100% of the allowed claim to be paid in one payment of 50%
of the total identified in this table as the Value of the Claim, on
the Effective Date, and the remainder to be paid in equal monthly
installments during a 3-year period, plus an additional 3.5%
interest per annum, to be calculated from the Effective Date
forward and to be paid semiannually.
Creditors who do not elect one of the options will be receiving 75%
of the total identified as the Value of the Claim, on the Effective
Date.
Subject to the acceptance of the final terms of the KRMB Operating
Agreement and the Roy Dan Employment Agreement, KRMB will transfer,
at least 5 days before confirmation, the lesser of the total amount
of funds needed to complete the Debtor's required payments due on
the Effective Date under this Plan or the Investment Cap Amount, to
the Escrow Agent.
Creditors who elect not to be paid with a lump sum payment on the
Effective Date will be paid from the Debtor's continued operations
and other receivables from operations.
A full-text copy of the Sixth Amended Plan dated May 3, 2022, is
available at https://bit.ly/3wkl9u4 from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Humberto Rivera, Esq.
Rivera Law Firm, PA
P.O. Box 211746
Royal Palm Beach, FL 33421
Telephone: (786) 529-6060
Facsimile: (786) 441-4373
Email: humberto@hriveralaw.com
About JEM Homes International
JEM Homes International, LLC, a Fort Pierce, Fla.-based
manufacturer of single-family homes, filed a petition for Chapter
11 protection (Bankr. S.D. Fla. Case No. 21-19086) on Sept. 20,
2021, listing up to $50,000 in assets and $1 million to $10 million
in liabilities. Roy Ronel Dan, managing member, signed the
petition. Judge Mindy A. Mora oversees the case. Rivera Law Firm,
PA, serves as the Debtor's legal counsel.
KR CITRUS: Wins Continued Cash Collateral Access Thru July 19
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Fresno Division, authorized KR Citrus Inc. to use cash collateral
on an interim basis in accordance with the budget for the period of
May 5 to July 19, 2022.
As adequate protection for the Debtor's use of cash collateral, the
Court grants the affected secured creditors including Vox Funding,
LLC, having valid liens or interests in the Debtor's pre- and
post-petition assets, the same type and validity as are subject to
valid prepetition liens and security interest and with the same
priority as the pre-petition liens and interests with replacement
liens.
The Secured Creditors' liens upon, and interests in, the
replacement collateral will be perfected without any other act or
filing upon entry of the Order.
All rights of Vox Funding, LLC to assert it owns an interest in the
Debtor's revenues are preserved.
A further hearing on the matter is scheduled for July 13, 2022 at
9:30 a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3wqNCP1 from PacerMonitor.com.
About KR Citrus, Inc.
KR Citrus, Inc. is a California corporation is engaged in the fruit
and vegetable preserving and specialty food manufacturing
business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-10416) on March 18,
2022. In the petition signed by James Reed, chief executive
officer, the Debtor disclosed $2,002,186 in assets and $1,590,819
in liabilities.
Judge Jennifer E. Niemann oversees the case.
Riley C. Walter, Esq., at Wanger Jones Helsley is the Debtor's
counsel.
LATAM AIRLINES: Creditors Vote in Favor of Bankruptcy Exit Plan
---------------------------------------------------------------
LATAM Airlines Group S.A. (SSE: LTM) along with its affiliates in
Brazil, Chile, Colombia, Ecuador, Peru, and the United States, said
May 6, 2022, that its Plan of Reorganization reached sufficient
support of around 82% in dollar amount and around 65% in number of
voting creditors in the Plan's impaired classes.
These results do not yet include holders of RCF claims, who had
until May 10, 2022 to submit their votes.
Over the course of the past several months, LATAM has continued to
engage in extensive negotiations and a mediation process, working
hard to resolve any concerns with the Plan. LATAM remains
confident that the Plan represents an equitable outcome with
consideration to all stakeholders. If confirmed, the Plan would
infuse new funds into the Group through a mix of equity,
convertible notes, and debt, and would strengthen its balance
sheet, liquidity and capital structure for go-forward operations.
As previously announced, the Confirmation Hearing is set to take
place on May 17 and 18, 2022, at which point the Court will
evaluate the Plan, the last milestone of the bankruptcy process in
the United States. LATAM continues to target completion of the
process and emergence from Chapter 11 in the second half of 2022.
The Plan, Disclosure Statement, and other relevant case materials
can be accessed publicly at https://cases.ra.kroll.com/LATAM/.
* * *
Bloomberg reports that support by 65% of the low-ranking creditors
gives Latam a crucial level of support before asking its bankruptcy
judge to sign off on the deal later this month. The company will
still have to defeat objections to the proposal from dissenting
creditors who say the deal is unfair.
About LATAM Airlines Group
LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise. It is the largest passenger airline in South
America.
Before the onset of the COVID-19 pandemic, LATAM offered passenger
transport services to 145 different destinations in 26 countries,
including domestic flights in Argentina, Brazil, Chile, Colombia,
Ecuador and Peru, and international services within Latin America
as well as to Europe, the United States, the Caribbean, Oceania,
Asia and Africa.
LATAM and its 28 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in
Chile, Peru, Colombia, Ecuador and the United States are part of
the Chapter 11 filing.
The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.
The Hon. James L. Garrity, Jr., is the case judge.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel, FTI Consulting as restructuring advisor, Lee
Brock Camargo Advogados as local Brazilian litigation counsel, and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel. The Boston Consulting Group, Inc. and The Boston
Consulting Group UK LLP serve as the Debtors' strategic advisors.
Prime Clerk LLC is the claims agent.
The official committee of unsecured creditors formed in the case
tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters
Jureller Southard & Stevens, LLP as conflicts counsel, UBS
Securities LLC as investment banker, and Conway MacKenzie, LLC as
financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is
the committee's Brazilian counsel.
The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as
counsel.
Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew
Glenn and partner Shai Schmidt, has been retained as counsel to the
Ad Hoc Committee of Shareholders.
LIGCEDB LLC: Case Summary & Three Unsecured Creditors
-----------------------------------------------------
Debtor: LIGCEDB LLC
d/b/a Loveleeds
17729 Chatsworth Street
Granada Hills, CA 91344
Business Description: The Debtor is the fee simple owner of a real
property located at 4351 Victoria Park Place
Los Angeles, CA valued at $1.2 million.
Chapter 11 Petition Date: May 9, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-10567
Debtor's Counsel: Thomas B. Ure, Esq.
URE LAW FIRM
800 West 6th Street, Suite 940
Los Angeles, CA 90017
Tel: 213-202-6070
Fax: 213-202-6075
Email: tom@urelawfirm.com
Total Assets: $1,200,000
Total Liabilities: $408,871
The petition was signed by Rosalinda Barba, 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/32HJ4UY/LIGCEDB_LLC__cacbke-22-10567__0001.0.pdf?mcid=tGE4TAMA
LONG-DEI LIU: 9th Cir. Junks SWE Appeal from Fee Award Order
------------------------------------------------------------
Smiley Wang-Ekvall, LLP appeals the district court's decision that
upheld in part, reversed in part, and remanded an order from the
bankruptcy court awarding fees to SWE under 11 U.S.C. Section 330.
SWE represented the debtor, Dr. Long-Dei Liu, in Liu's chapter 11
bankruptcy proceedings. The case involves extensive litigation
between Liu and appellees Yuanda Hong and his sons, William and
Harry Hong, who are Liu's judgment creditors and holders of the
largest claim in his bankruptcy case.
While neither party asserts that the United States Court of Appeals
for the Ninth Circuit lacks jurisdiction, the appeals court says it
must consider this question sua sponte. Accordingly, the Ninth
Circuit finds it lacks jurisdiction under 28 U.S.C. Section 158(d)
and, as such, the appeal must be dismissed.
"[R]ulings in bankruptcy cases that neither end a case nor a
discrete dispute, but rather remand for further fact-finding on a
central issue, are not final for purposes of Section 158(d)," the
Ninth Circuit rules, citing Gugliuzza v. FTC (In re Gugliuzza), 852
F.3d 884, 900 (9th Cir. 2017). "We have departed from this general
rule in situations 'where the district court's remand order is
limited to purely mechanical or computational task[s] such that the
proceedings on remand are highly unlikely to generate a new
appeal.'"
Here, the district court's order remanded the fee dispute to the
bankruptcy court to make factual findings on: (1) the appropriate
paralegal rate and the amount of fees to be awarded for tasks that
SWE should have billed at this paralegal rate instead of attorney
rates; and (2) a reasonable fee award for SWE's work briefing the
issue of whether Liu's right to appeal his adverse state court
judgment was property of his bankruptcy estate in light of the
district court's determination that this was "a single,
straightforward legal issue."
The Ninth Circuit disagrees with SWE's contention that these tasks
are merely computational. On the first issue, the bankruptcy court
may need to receive competing evidence as to what the appropriate
paralegal rate is and what the resulting fee award should be. The
second issue may similarly require adversarial briefing and the
introduction of additional evidence by the parties. For example,
the Ninth Circuit notes, SWE disagrees with the district court's
suggestion that the firm spent nearly 200 hours advancing this
argument and presumably intends to introduce additional evidence
suggesting that it billed a more reasonable amount of time on this
issue on remand. Regardless of how the bankruptcy court rules, the
Ninth Circuit holds that it cannot say with confidence that neither
party is likely to appeal the bankruptcy court's resolution of
these pending issues.
Further, the Ninth Circuit finds SWE has not shown the four-factor
test used to determine whether an order remanding for fact-finding
on a central issue is appealable weighs in its favor. Those factors
are: "(1) the need to avoid piecemeal litigation; (2) judicial
efficiency; (3) the systemic interest in preserving the bankruptcy
court's role as the finder of fact; and (4) whether delaying review
would cause either party irreparable harm."
Given that the bankruptcy court's task is substantive and not
mechanical or computational, the first three factors strongly favor
having the bankruptcy court address the remaining questions in the
first instance and allowing the Ninth Circuit to address all of the
merits of the case in a single subsequent appeal should the need
arise, the appeals court rules, citing In re Landmark Fence Co.,
801 F.3d at 1103.
SWE's argument on irreparable harm is also unpersuasive because the
firm does not explain why it would be precluded from raising any of
its arguments in a subsequent appeal to this court, the Ninth
Circuit holds. Finally, even assuming SWE is correct that a ruling
from this court might materially aid the bankruptcy court or
dispose of the entire case (if the Ninth Circuit was to affirm the
bankruptcy court's ruling in its entirety), these considerations
are insufficient to establish this court's jurisdiction under
Section 158(d), the Ninth Circuit holds.
The appeals case is YUANDA HONG, Individually and as guardian ad
litem for William Hong and Harry Hong, Plaintiff-Appellee, v.
SMILEY WANG-EKVALL, LLP, Defendant-Appellant, and LONG DEI LIU,
M.D., DBA Long Dei Liu, M.D.; et al., Defendants, No. 20-56102 (9th
Cir.).
A full-text copy of the April 19, 2022 Opinion is available at
https://tinyurl.com/yvnvjvaj from Leagle.com.
Long-Dei Liu sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 16-11588) on April 13, 2016.
LTL MANAGEMENT: Bid to Appoint Brandi Carl to Committee Denied
--------------------------------------------------------------
Judge Michael Kaplan of the U.S. Bankruptcy Court for the District
of New Jersey denied the request of Brandi Carl, an ovarian cancer
claimant, to be appointed to the official committee of talc
claimants that was originally formed in LTL Management, LLC's
Chapter 11 case.
Ms. Carl was appointed by the U.S. Trustee for Region 3 in December
to serve as a member of the ovarian cancer claimants' committee,
one of the two committees that was formed pursuant to the court's
Dec. 24 order, which reconstituted the original talc claimants'
committee. The other committee represented mesothelioma claimants.
On March 30, the court ordered to disband the mesothelioma and
ovarian cancer claimants' committees and to reinstate the original
talc claimants' committee. The original committee is composed of
one lien holder claimant, four mesothelioma claimants and six
ovarian cancer claimants.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
About Johnson & Johnson
Johnson & Johnson is an American multinational corporation founded
in 1886 that develops medical devices, pharmaceuticals, and
consumer packaged goods. It is the world's largest and most broadly
based healthcare company.
Johnson & Johnson is headquartered in New Brunswick, New Jersey,
the consumer division being located in Skillman, New Jersey. The
corporation includes some 250 subsidiary companies with operations
in 60 countries and products sold in over 175 countries.
The corporation had worldwide sales of $82.6 billion in 2020.
LWO ACQUISITIONS: Court Confirms Chapter 11 Liquidation Plan
------------------------------------------------------------
Judge Edward L. Morris of the United States Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, issued
findings of fact, conclusions of law, and order confirming the
Chapter 11 liquidation plan for LWO Acquisitions Company LLC, D/B/A
Circuitronics, Inc.
The only objection to Plan confirmation was filed by the U.S.
Trustee, which objection has been resolved and was withdrawn on the
record at the Combined Hearing. No objections were filed by any
other party.
However, in resolution of certain informal objections or requests
relating to Class 2 Claims asserted by Dallas County, the City of
Irving, the City of Farmers Branch, the Parkland Hospital District,
the Community College District, and the Valwood Improvement
Authority to the Class 7 Claim asserted by NL Ventures IX Hurd,
L.L.C., and to Class 7 General Unsecured Claims, generally, the
Debtor has agreed to add certain plan modification or clarification
language.
Based upon the Ballot Tabulation, the Court finds that the
following Impaired Classes have voted on the Plan as follows:
-- Class 3 (Gladstone Secured Claim) voted to accept the Plan;
-- 100% of Class 6 (Critical Vendor Claims) voted to accept the
Plan; and
-- 100% of Class 7 (General Unsecured Claims) voted to accept
the Plan
A full-text copy of the Order dated April 21, 2022, is available at
https://tinyurl.com/2brcy2nv from Leagle.com.
About LWO Acquisitions Company LLC
LWO Acquisitions Company LLC, d/b/a Circuitronics, Inc. was a
provider of specialized printed circuit board assembly and related
electronic manufacturing services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40256) on February 2,
2022. The petition was signed by Rob Subia, chief executive
officer. As of the Petition Date, the Debtor's unaudited balance
sheet reflected total assets of $12,412,700, total liabilities of
$29,932,944, and equity of ($17,520,244).
Jeff P. Prostok, Esq., at Forshey and Prostok LLP, is the Debtor's
counsel.
MAM CORP: Case Summary & 15 Unsecured Creditors
-----------------------------------------------
Debtor: MAM Corporation
d/b/a Motel Linda Vista
Carr 31 KM 11.1 Rico Blanco Ward
Naguabo, PR 00718
Business Description: MAM Corporation is part of the traveler
accommodation industry.
Chapter 11 Petition Date: May 9, 2022
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 22-01315
Debtor's Counsel: Wigberto Lugo Mender, Esq.
LUGO MENDER GROUP, LLC
100 Carr. 165 Suite 501
Guaynabo, PR 00968-8052
Tel: (787) 707-0404
E-mail: wlugo@lugomender.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Agustin Rivera Guzman, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ICHAADA/MAM_CORPORATION__prbke-22-01315__0001.0.pdf?mcid=tGE4TAMA
NINETY-FIVE MADISON: Taps Quinn McCabe as Special Counsel
---------------------------------------------------------
Ninety-Five Madison Company, L.P. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Quinn McCabe, LLP as special counsel.
The Debtor needs the firm's legal assistance in a pre-bankruptcy
litigation pending before the Supreme Court of the State of New
York and other construction-related issues involving Vitra, Inc.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Partners $660 per hour
Associates $415 to $565 per hour
Paralegals $325 per hour
The firm will also seek reimbursement for out-of-pocket expenses
incurred.
The retainer fee is $7,500.
David Peraino, Esq., a partner at Quinn McCabe, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David M. Peraino, Esq.
Quinn McCabe LLP
9 E 40th St.
New York, NY 10016
Tel: (212) 447-5500
Email: dperaino@QMlegal.com
About Ninety-Five Madison Company
Ninety-Five Madison Company, L.P. filed its voluntary petition for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-10529) on May
22, 2021, listing up to $100 million in assets and up to $10
million in liabilities. Judge Sean H. Lane oversees the case.
The Debtor tapped Glenn Agre Bergman & Fuentes, LLP as bankruptcy
counsel. Rosenberg & Estis, P.C. and Quinn McCabe, LLP serve as the
Debtor's special counsel.
The Debtor filed its proposed Chapter 11 plan of reorganization on
Sept. 12, 2021, which provides for payment in full of its
creditors.
OC 10753 SUBWAY: Wins Final OK on Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized OC 10753 Subway LLC and affiliates to
use cash collateral on final basis pursuant to the budgets.
As adequate protection for the Debtor's use of cash collateral:
a. Each Debtor will provide the secured party with a
replacement lien on all postpetition accounts receivable to the
extent that the use of cash collateral results in a decrease in the
value of that party's interest in the cash collateral pursuant to
11 U.S.C. section 361(2);
b. Each Debtor will maintain adequate insurance coverage on
all personal property assets and adequately insure against any
potential loss;
c. Each Debtor will provide to such secured party all periodic
reports and information filed with the Bankruptcy Court, including
debtor-in-possession reports;
d. Each Debtor will only expend cash collateral pursuant to
the respective Budget subject to reasonable fluctuation by no more
than 15% for each expense line item per month;
e. The Debtors will pay all post-petition taxes; and
f. The Debtors will retain in good repair all collateral in
which such party has an interest.
A copy of the order is available at https://bit.ly/3KWzVfW from
PacerMonitor.com.
About OC 10753 Subway
OC 10753 Subway, LLC and its affiliates filed their voluntary
petitions for relief under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Colo. Lead Case No. 22-10999) on March
28, 2022. Joli A. Lofstedt serves as Subchapter V trustee.
At the time of filing, OC 10753 Subway listed as much as $500,000
in both assets and liabilities.
Judge Thomas B. McNamara oversees the cases.
Wadsworth Garber Warner Conrardy, PC and AW Financial Services, LLC
serve as the Debtors' legal counsel and accountant, respectively.
OWN VRP: Case Summary & Three Unsecured Creditors
-------------------------------------------------
Debtor: Own VRP LLC
201 E Pine Street, Suite 500
Orlando, FL 32801
Chapter 11 Petition Date: May 9, 2022
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 22-01687
Debtor's Counsel: R. Scott Shuker, Esq.
SHUKER & DORRIS, P.A.
121 S. Orange Avenue
Suite 1120
Orlando, FL 32801
Tel: (407) 337-2060
Email: rshuker@shukerdorris.com
Total Assets: $1,916,100
Total Liabilities: $7,674,746
The petition was signed by Ben Kaley, 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/CFYV3UY/OWN_VRP_LLC__flmbke-22-01687__0001.0.pdf?mcid=tGE4TAMA
PETTERS COMPANY: 8th Cir. Remands Safe Harbor Clawback Suit
-----------------------------------------------------------
The appeals case, Douglas A. Kelley, in his capacity as the Trustee
of the PCI Liquidating Trust Appellant, v. Safe Harbor Managed
Account 101, Ltd., Appellee, No. 20-3330 (8th Cir.), is one of many
arising from the multi-billion-dollar fraud perpetuated by former
Minnesota businessman Thomas Petters through his company, Petters
Company, Inc. (PCI).
Douglas A. Kelley, in his capacity as Trustee of the PCI
Liquidating Trust, filed the adversary proceeding against Safe
Harbor Managed Account 101, Ltd., to recover nearly $6.9 million
transferred to Safe Harbor as a subsequent transferee of an entity
that Kelley had previously obtained a default judgment against for
transfers made to it by a PCI subsidiary. The district court
granted summary judgment in favor of Safe Harbor, concluding that
11 U.S.C. Section 546(e) shielded Safe Harbor from Kelley's
avoiding powers.
In an opinion dated April 21, 2022, the United States Court of
Appeals for the Eighth Circuit affirms in part, reverses in part,
and remands for further consideration.
MGC Finance, Inc., was a wholly owned subsidiary of PCI that served
as a special purpose entity used by PCI to carry out its fraudulent
activities. Arrowhead Capital Partners II, L.P., was a limited
partnership formed and managed by Arrowhead Capital Management
Corp. for the purpose of serving as a PCI feeder fund for
Arrowhead's investors. Metro I, LLC, formerly known as Metro Gem
Capital, LLC, was formed by Arrowhead Capital Management Corp.'s
CEO as an SPE of Arrowhead. Metro's sole purpose was to facilitate
the transfer of funds from Arrowhead to PCI through MGC Finance.
On July 18, 2001, MGC Finance entered into a Credit Agreement with
Metro, which provided that Metro would make loans evidenced by
promissory notes to MGC Finance for the purpose of financing PCI's
diverting business. That same day, Arrowhead and Metro entered into
a Note Purchase Agreement, under which the promissory notes Metro
received from MGC Finance were transferred directly to and held for
the sole benefit of Arrowhead.
In 2002, making what it believed to be a typical investment, Safe
Harbor invested a total of $6 million in Arrowhead. In connection
with its investment, Safe Harbor entered into a Limited Partnership
Agreement and Subscription Agreement with and became an equity
holder of Arrowhead.
Section 741(7) defines "securities contract" as "a contract for the
purchase, sale, or loan of a security." The term "security" is
defined by the Bankruptcy Code as including a "note." Contrary to
Kelley's assertion that the district court conducted no analysis
before reaching its conclusion, the district court considered these
provisions before determining that the Note Purchase Agreement
"fit[] plainly within the statutory definition of a securities
contract for purposes of Section 546(e)." The Eighth Circuit agrees
with the district court. Because the Code does not define "note,"
the appeals court gives the "term its ordinary dictionary meaning."
At the time Section 101 was first enacted, the term "note" was
defined as "[a] unilateral instrument containing an express and
absolute promise of signer to pay to a specified person or order,
or bearer, a definite sum of money at a specified time." This
definition, according to the Eighth Circuit, clearly encompasses
the MGC Finance Notes, which provided that MGC Finance promised to
pay Metro or its assigns a definite sum of money at a specified
time. Therefore, because the term "security" includes a "note" and
a "securities contract" is "a contract for the purchase . . . of a
security," the Note Purchase Agreement -- pursuant to which
Arrowhead purchased the MGC Finance Notes from Metro, -- is a
"securities contract" as defined by Section 741(7)(A)(i).
Kelley next argues the district court based its conclusion that the
relevant transfers were made in connection with the Note Purchase
Agreement on the mistaken belief that MGC Finance was party to the
Note Purchase Agreement and, therefore, because the relevant
transfers were not made in connection with the Note Purchase
Agreement, the Appeals Court should reverse and remand with
instructions to deny Safe Harbor's motion for summary judgment.
According to the Eighth Circuit, it is true the district court
confused MGC Finance and Metro in its order. At the beginning of
its order, the district court states "Kelley's action comes after a
Bankruptcy Court entered default judgment against Arrowhead and
avoided approximately $1 billion in transfers Arrowhead received
from Metro I, LLC (formerly known as Metro Gem Capital, LLC)." This
statement, the Eighth Circuit points out, is incorrect; the default
judgment entered against Arrowhead avoided transfers received from
MGC Finance, not Metro. In listing the parties and relevant
non-parties, the district court makes no explicit mention of MGC
Finance but describes Metro as "a special purpose entity for PCI"
(a description consistent with MGC Finance) that "is organized
under the laws of Delaware with its principal place of business in
Minnesota" (a description consistent with Metro). Later in its
order, the district court states that "in 2008, it was discovered
that Metro was one of many special purpose entities set up by
Petters and PCI to perpetuate a multi-billion-dollar Ponzi scheme,"
but it was MGC Finance, not Metro, that served as a special purpose
entity for PCI.
The consequence of the district court's errors is that, by
confusing MGC Finance and Metro, it erroneously assumed that the
party making the transfers to Arrowhead was party to the Note
Purchase Agreement and, thus, that the relevant transfers were made
in connection with a securities contract. The Eighth Circuit points
out that, in reality, MGC Finance was not party to the Note
Purchase Agreement. Still, this fact is not dispositive of the
question of whether the transfers were made "in connection with"
the Note Purchase Agreement. In In re Madoff, the Second Circuit
noted that "[i]n the context of § 546(e), a transfer is 'in
connection with' a securities contract if it is 'related to' or
'associated with' the securities contract." There, the court
rejected the "conten[tion] that in order for [certain] payments to
have been made 'in connection with' a securities contract, there
must necessarily have been some relation or connection between the
payment and the contract," determining instead that "[Section]
546(e) sets a low bar for the required relationship between the
securities contract and the transfer sought to be avoided" and
"Congress could have raised the bar by requiring that the transfer
be made 'pursuant to,' or 'in accordance with the terms of,' or 'as
required by,' the securities contract" but instead, "merely
required that the transfer have a connection to the securities
contract."
Safe Harbor invites the Appeals Court to determine that,
notwithstanding the district court's error, the transfers from MGC
Finance to Arrowhead were made "in connection with" the Note
Purchase Agreement because the transactions between MGC Finance and
Metro and Metro and Arrowhead were part of an "integrated
transaction."
The Eighth Circuit rules that, to affirm on this basis would
require the Appeals Court to examine the specifics of each
agreement involved in what Safe Harbor characterizes as an
"integrated transaction" and the manner in which the parties and
relevant nonparties operated in relation to these agreements. "[W]e
believe it is prudent to refrain from such a fact-intensive
analysis as it would be beneficial for the district court to decide
these issues. . . in the first instance." Thus, the Eighth Circuit
finds it appropriate to remand this matter so that the district
court may examine the facts and decide in the first instance
whether, despite the fact that MGC Finance was not party to the
Note Purchase Agreement, the transfers from MGC Finance to
Arrowhead were nonetheless made "in connection with" the Note
Purchase Agreement.
Accordingly, the Eighth Circuit affirms the district court's
findings that Arrowhead was a financial institution and the Note
Purchase Agreement was a securities contract. However, the Eighth
Circuit reverses and remands the district court's grant of summary
judgment in favor of Safe Harbor so that the district court may
determine whether the transfers from MGC Finance to Arrowhead were
made "in connection with" the Note Purchase Agreement.
A full-text copy of the Opinion filed April 21, 2022, penned by
Circuit Judge Shepherd is available at https://tinyurl.com/23anye87
from Leagle.com.
About Petters Company
Based in Minnetonka, Minn., Petters Group Worldwide LLC was a
collection of some 20 companies, most of which make and market
consumer products. It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets. Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory). Founder and chairman Tom Petters formed the company in
1988.
Petters Company, Inc., was the financing and capital-raising unit
of Petters Group Worldwide.
Thomas Petters, the founder and former CEO of Petters Group, was
indicted and a criminal proceeding against him is proceeding in the
U.S. District Court for the District of Minnesota.
Petters Company, Petters Group Worldwide and eight other affiliates
filed separate petitions for Chapter 11 protection (Bankr. D. Minn.
Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters
Company estimated its debts at $500 million and $1 billion. Parent
Petters Group Worldwide estimated its debts at not more than
$50,000.
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct.
6, 2008. Petters Aviation was a wholly owned unit of Thomas Petters
Inc. and owner of MN Airline Holdings, Sun Country's parent
company.
The Official Committee of Unsecured Creditors was represented by
Fafinski Mark & Johnson, P.A.
Trustee Douglas A. Kelley was represented by Lindquist & Vennum
LLP.
RDS CONSTRUCTION: Wins Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized RDS Construction, LLC to use cash
collateral on an interim basis subject to a final hearing.
The Debtor is authorized to use cash collateral to pay all ordinary
and necessary expenses set forth in the budget in order to avoid
irreparable harm.
A continued hearing on the matter is scheduled for May 20, 2022 at
11:30 a.m. Objections are due May 18.
A copy of the order and the Debtor's budget for the period from May
8 to 29, 2022 is available at https://bit.ly/3PcPByW from
PacerMonitor.com.
The Debtor provides for total expenses on a weekly basis as
follows:
$42,791 for the week ending May 8, 2022;
$26,467 for the week ending May 15, 2022;
$29,713 for the week ending May 22, 2022; and
$29,407 for the week ending May 29, 2022.
About RDS Construction, LLC
RDS Construction, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-31179) on May 2,
2022. In the petition signed by Cody Shirley, owner, the Debtor
disclosed up to $500,000 in assets and up to $1million in
liabilities.
Judge Christopher Lopez oversees the case.
Michael L. Hardwick, Esq., at Michael Hardwick Law, PLLC is the
Debtor's counsel.
RENTZEL PUMP: Wins Cash Collateral Access
-----------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
authorized Rentzel Pump Manufacturing, LP to use cash collateral on
a final basis in accordance with the budget during the the pendency
of the case until further Court order.
Oklahoma State Bank has secured claims that are secured by properly
perfected priority liens and security interests.
The Debtor requires the use of cash collateral, including proceeds
from accounts receivable, to pay current operating expenses.
The Court said the cash collateral may only be used to fund the
types and corresponding amounts of itemized expenditures contained
in the budget, provided, however, the Debtor may use cash
collateral in excess of the amount designated for a particular
line-item so long as the percentage of deviation of each line item
during any rolling 4-week period does not exceed 10% in aggregate.
Any unused portion of the Variance will carry over to the following
rolling 4-week period.
The Debtor is directed to provide to Oklahoma State Bank an initial
aging of all accounts receivable and accounts payable and a list of
all inventory, plus total current operating expenses and total
current collections. This report will be updated and provided to
Oklahoma State Bank by the 30th day of each month thereafter.
As adequate protection, Oklahoma State Bank is granted a validly
perfected first priority lien on and security interests in the
Debtor's post-petition Collateral subject to existing valid,
perfected and superior liens in the Collateral held by other
creditors, if any, and the Carve-Out. The rights, liens and
interests granted to Oklahoma State Bank will be based on Oklahoma
State Bank's relative rights, liens and interests in the Debtor's
cash collateral pre-petition. The postpetition security interests
and liens granted will be valid, perfected and enforceable and will
be deemed effective and automatically perfected as of the Petition
Date without the necessity of Oklahoma State Bank taking any
further action.
In the event of, and only in the case of diminution of value of
Oklahoma State Bank's interest in the Collateral, the Bank will be
entitled to a super-priority claim that will have priority in the
Debtor's bankruptcy case over all priority claims and unsecured
claims against the Debtor and its estate.
The Carve-Out includes any fees due to the U.S. Trustee pursuant to
28 U.S.C. section 1930 and fees and expenses incurred by the
Debtor's professionals and approved by the Court in an amount not
to exceed $20,000 and all Court approved Subchapter V Trustee
fees.
Beginning no later than May 3, 2022, the Debtor will make the first
post-petition monthly payment to Oklahoma State Bank of $3,000,
pursuant to the Debtor's pre-petition loan documents with Oklahoma
State Bank, unless the Debtor and Oklahoma State Bank agree to a
different or lesser amount and continuing every month thereafter
while the Debtor is using cash collateral.
A copy of the Court's order and the Debtor's budget for the period
from May to August 2022 is available at https://bit.ly/3kHrYAx from
PacerMonitor.com.
The Debtor projects $52,283 in total cost of goods sold and $45,217
in total expenses.
About Rentzel Pump Manufacturing, LP
Rentzel Pump Manufacturing, LP sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-10541)
on May 25, 2022. In the petition signed by Randall Rentzel,
president, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge Sarah A. Hall oversees the case.
Gary D. Hammond, Esq., at Mitchell & Hammond is the Debtor's
counsel.
Oklahoma State Bank, as lender is represented by Phillips Murrah,
P.C.
ROCKALL ENERGY: Amends Unsecured Creditors Claims Pay Details
-------------------------------------------------------------
Rockall Energy Holdings, LLC, and its 15 direct and indirect Debtor
subsidiaries, submitted an Amended Joint Prepackaged Chapter 11
Plan dated May 3, 2022.
On April 29, 2022, the Debtors, the Consenting Creditors (as
defined in the Global Settlement Term Sheet, and the Official
Committee of Unsecured Creditors entered into that certain Global
Settlement Term Sheet (the "Global Settlement Term Sheet").
In accordance with Bankruptcy Rule 9019, the Plan constitutes the
good-faith compromise and settlement among the Global Settlement
Parties regarding the treatment of General Unsecured Claims under
the Plan, and reflects and implements such compromise and
settlement, including by the establishment and funding of the GUC
Global Settlement Amount. Such compromise and settlement is made in
exchange for consideration and is in the best interests of the
Global Settlement Parties and the Holders of General Unsecured
Claims, is within the reasonable range of possible litigation
outcomes, is fair, equitable and reasonable, and is an essential
element of the resolution of these Chapter 11 Cases.
Class 4 consists of all General Unsecured Claims. In exchange for
full and final satisfaction, settlement, release, and discharge of
each Allowed General Unsecured Claim, each Holder of an Allowed
General Unsecured Claim shall receive either its Pro Rata share of
(i) the GUC Global Settlement Amount or (ii) the beneficial
interests in the GUC Trust. Class 4 is Impaired under the Plan.
On or prior to the Effective Date, the Liquidation Trust shall be
established in accordance with the Liquidation Trust Agreement for
the purpose of liquidating the Liquidation Trust Assets, resolving
all Disputed Claims to the extent related to the Liquidation Trust
Assets, making all distributions of the proceeds of the Liquidation
Trust Assets to Holders of Allowed Claims (other than Holders of
Allowed General Unsecured Claims) in accordance with the terms of
the Plan and otherwise implementing the Plan.
The Committee shall select the Liquidation Trustee, but shall
provide five days' advance notice of such selection to the Debtors
and the Secured Parties who shall have an opportunity to object on
any reasonable basis. If an objection is timely asserted, the
Committee can appoint someone else, again on notice to the Debtors
and the Secured Parties, or seek approval of the Bankruptcy Court.
On or prior to the Effective Date, the GUC Trust shall be
established in accordance with the GUC Trust Agreement for the
purpose of liquidating the GUC Trust Assets, resolving all Disputed
Claims to the extent related to the GUC Trust Assets, making all
distributions of the proceeds of the GUC Trust Assets to Holders of
Allowed General Unsecured Claims in accordance with the terms of
the Plan and otherwise implementing the Plan.
The GUC Trust's primary purpose is liquidating the GUC Trust
Assets, with no objective to continue or engage in the conduct of a
trade or business except to the extent reasonably necessary to, and
consistent with, the GUC Trust's liquidating purpose and reasonably
necessary to conserve and protect the GUC Trust Assets and provide
for the orderly liquidation thereof. Accordingly, the GUC Trustee
shall, in an orderly manner, liquidate the GUC Trust Assets and
make timely distributions pursuant to the Plan, and not unduly
prolong the duration.
The GUC Trust Agreement generally will provide for, among other
things: (i) the payment of reasonable and documented compensation
to the GUC Trustee; (ii) the payment of other expenses of the GUC
Trust; (iii) the retention of counsel, accountants, financial
advisors, or other professionals and the payment of their
compensation; (iv) the investment of Cash by the GUC Trustee within
certain limitations; (v) the preparation and filing of appropriate
tax returns and other reports on behalf of the GUC Trust and the
Debtors and the payment of taxes or other obligations owed by the
GUC Trust, if any; (vi) the orderly liquidation of the GUC Trust
Assets; and (vii) any reconciliation, administration, objection,
resolution, and distribution on account of General Unsecured
Claims.
Unless otherwise specified in the Plan, all Assets, other than the
GUC Trust Assets, not sold pursuant to the Debtors' Sales Process
will be contributed to the Liquidation Trust as part of the
Liquidation Trust Assets pursuant to the Plan. The Plan shall
constitute a motion to abandon such Assets to the Liquidation Trust
pursuant to section 554 of the Bankruptcy Code and relinquish such
abandoned assets. Entry of the Confirmation Order shall constitute
(i) approval, pursuant to section 554 of the Bankruptcy Code, of
the abandonment of such abandoned assets and (ii) authorization to
relinquish any interest the Debtors hold in such abandoned Assets.
A full-text copy of the Amended Plan dated May 3, 2022, is
available at https://bit.ly/3L2L6Dw from STRETTO, INC., the claims
agent.
Proposed Attorneys for the Debtors:
Michael A. Garza
Matthew J. Pyeatt
Trevor G. Spears
2001 Ross Ave., Suite 3900
Dallas, TX 75201
David S. Meyer
George R. Howard
Lauren R. Kanzer
1114 Avenue of the Americas, 32nd Floor
New York, NY 10036
VINSON & ELKINS LLP
About Rockall Energy Holdings
Rockall Energy Holdings is a mid-sized oil exploration and
production company.
Rockall Energy and its affiliates sought Chapter 11 bankruptcy
protection (Bank. N.D. Tex. Lead Case No. 22-90000) on March 9,
2022. In the petition filed by David Mirkin, as chief financial
offer, Rockall Energy Holdings estimated assets and debt between
$100 million and $500 million.
The cases are handled by Honorable Judge Mark X. Mullin.
The Debtors tapped VINSON & ELKINS LLP as counsel; LAZARD FRERES &
CO., LLC as investment banker; and ANKURA CONSULTING GROUP, LLC, as
restructuring advisor. STRETTO, INC., is the claims agent.
ROONEY TRUCKING: Files for Chapter 7 Bankruptcy Protection
----------------------------------------------------------
Freight Waves reports that a Missouri-based trucking company, which
contracted with the U.S. Postal Service to haul mail, recently
ceased operations and filed Chapter 7 bankruptcy.
Family-owned Rooney Trucking Inc., headquartered in Polo, filed its
petition in the U.S. Bankruptcy Court for the Western District of
Missouri on Monday, May 2, 2022.
Attorney Ryan Blay told FreightWaves that "fuel and labor expenses
were certainly issues that affected Rooney Trucking Inc."
"The bigger issue, though, was the decision by the U.S. Postal
Service to take away some routes and cancel certain contracts,"
Blay said. "The business couldn't function profitably with a
restricted income stream. This was the biggest factor in deciding
to declare bankruptcy for the company."
In its filing, the trucking company states it will be unable to
fulfill its 14-month contract to haul U.S. mail within a 150-mile
radius of Kansas City, Missouri, "due to expected loss of staff as
a result of bankruptcy filing and prior cuts to service from USPS."
Some smaller mail contractors have struggled to stay afloat since
the USPS announced it was revamping its $6.6 billion contract
program with private trucking fleets in 2019. The program, known as
Dynamic Route Optimization, changed the way private carriers were
paid — switching from contract rates to paying trucking companies
on a mileage basis. This led to consolidation among mail hauling
companies that could service a larger region and squeezed out some
of the smaller private contractors in the industry.
According to the Chapter 7 petition, Rooney Trucking filed an
appeal with the Postal Service Board of Contract Appeals on March
22, 2022.
In the filing, Rooney Trucking lists its assets of up to $10
million and liabilities of $500,000 to $1 million. The company,
which has up to 49 creditors, maintains that no funds will be
available for distribution to unsecured creditors after
administrative fees are paid.
The IRS is listed as the company's largest unsecured creditor, owed
nearly $200,000. The filing also lists the names of the truck
drivers, but doesn’t include the possible wage amounts they are
owed.
The company, owned by Patrick and Dixie Rooney of Polo, was founded
in 1955.
According to Rooney Trucking’s financials, its gross revenues
from Jan. 1 until its bankruptcy filing date are $1 million. Its
petition states the company made nearly $5.2 million in 2021 and
about $5.7 million in 2020.
The 67-year-old trucking company had 37 drivers and 66 power units,
according to the Federal Motor Carrier Safety Administration SAFER
website.
Its trucks had been inspected 26 times and four had been placed out
of service in a 24-month period, resulting in a 15.4%
out-of-service rate, which is below the industry's national average
of around 21%, according to FMCSA data.
Rooney's drivers were inspected 26 times and none were placed out
of service. The national average for drivers is about 5.9%.
Rooney's trucks were involved in three injury crashes and five
towaways over the same 24-month period.
A meeting of creditors is scheduled for June 10, 2022.
About Rooney Trucking Inc.
Rooney Trucking Inc. is a Missouri-based family-owned trucking
company.
Rooney Trucking Inc. sought Chapter 7 bankruptcy protection (Bankr.
W.D. Miss. Case No. 22-50100) on May 2, 2022. In its petition, the
Debtor estimated assets of up to $10 million and liabilities of
$500,000 to $1 million.
The case is assigned to Honorable Bankruptcy Judge Brian T
Fenimore.
RYAN ENVIRONMENTAL: Seeks Access to MVB Bank's Cash Collateral
--------------------------------------------------------------
Ryan Environmental. LLC asks the U.S. Bankruptcy Court for the
Northern District of West Virginia for authority to:
* use cash collateral, in which MVB Bank, Inc. asserts a first
priority lien; and
* permit the secured liens of First United Bank & Trust Co.,
Inc., James Cava, Clayton Rice, the Small Business Administration
and Ridge Runner Pipeline Services, LLC (to the extent such lien
is perfected) to attach to account receivables and new cash, but
subordinated to the claim of First United Bank.
The Debtor requires access to cash collateral to pay operational
expenses, such as wages, taxes, supplies, etc. and to permit the
replacement lien of the secured creditors to attach to new accounts
receivables.
The Debtor has given a lien on cash on deposit at MVB Bank to
secure a loan made by the bank. MVB Bank, which loan has first
status on said funds and on some poly pipe, is primarily an account
used to make payroll and pay related taxes. No other entity,
except perhaps Ridge Runner, has a lien on the monies on deposit.
The Poly Pipe is subject to liens of additional collateral,
including First United Bank & Trust Co., and loans made by James
Cava and Clayton Rice, in their individual capacities, which
together hold a second lien position on all assets. The loans of
Cava and Rice are believed to only be secured in part. There is a
secured loan in favor on the SBA junior to the positions of Cava
and Rice, on the same collateral.
There are other first priority liens in favor of MVB Bank, and
various creditors holding
Purchase Money Security Interests. The Debtor believes nothing in
those arrangements affects the materiality of the representation
made. A 2015 GMC Yukon is not subject to a perfected lien of First
United Bank.
Ridge Runner recently perfected a lien on personal property by
delivery of a Writ of Execution to the Sheriff of Monongalia
County. The Debtor has challenged perfection as preferential under
11 U.S.C. section 547.
The loan documents of MVB Bank call for replacement liens on cash
collateral. The filing of the bankruptcy case, and the automatic
stay that results, prohibits the routine use of replacement liens
on accounts receivables and cash being earned post-petition absent
Court approval.
Cava and Rice, principals in the Debtor, and principles in a
proposed purchaser, consent to entry of a cash collateral order.
A copy of the Debtor's motion is available at
https://bit.ly/3P9MvM0 from PacerMonitor.com.
About Ryan Environmental
Ryan Environmental, LLC offers environmental consulting,
remediation, cleaning services, emergency spill response,
hydrocarbon lab services, corrosion services, well services,
general roustabout, and both steel and poly pipeline construction.
Ryan Environmental sought Chapter 11 protection (Bankr. N.D. W.Va.
Case No. 20-00738) on Sept. 29, 2020. In the petition signed by
Clayton Rice, managing member, the Debtor disclosed total assets of
$6,572,062 and $16,361,068 in total debt.
The Debtor tapped Martin P. Sheehan, Esq., at Sheehan & Associates,
P.L.L.C. as counsel.
TALEN ENERGY: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Talen Energy Supply, LLC
1780 Hughes Landing Boulevard, Suite 800
The Woodlands, Texas 77380
Business Description: The Debtors, together with their non-debtor
affiliates, are energy and power generation
companies in North America, owning and/or
controlling approximately 13,000 megawatts
of generating capacity in wholesale U.S.
power markets in the mid-Atlantic,
Massachusetts, Texas, and Montana. In
addition to geographic diversity, the
Company's generation fleet reflects
significant technological and fuel diversity
including nuclear, natural gas, oil, and
coal, with certain of the Company's
facilities capable of utilizing multiple
fuel sources.
Chapter 11 Petition Date: May 9, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Seventy-two affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Talen Energy Supply, LLC (Lead) 22-90054
Talen Montana Holdings, LLC 22-90055
Talen Montana, LLC 22-90056
Montana Growth Holdings LLC 22-90057
Colstrip Comm Serv, LLC 22-90058
Talen Generation, LLC 22-90059
Montour, LLC 22-90060
Brunner Island, LLC 22-90061
Raven Power Generation Holdings LLC 22-90062
Raven Power Group LLC 22-90063
Raven Power Finance LLC 22-90064
Raven Power Fort Smallwood LLC 22-90065
Raven FS Property Holdings LLC 22-90066
H.A. Wagner LLC 22-90067
Brandon Shores LLC 22-90068
Raven Lot 15 LLC 22-90069
Fort Armistead Road – Lot 15 Landfill, LLC 22-90070
Raven Power Property LLC 22-90071
RMGL Holdings LLC 22-90072
Brunner Island Services, LLC 22-90073
Realty Company of Pennsylvania 22-90074
BDW Corp. 22-90075
Lady Jane Collieries, Inc. 22-90077
Montour Services, LLC 22-90078
Holtwood, LLC 22-90080
Martins Creek, LLC 22-90082
Sapphire Power Generation Holdings LLC 22-90084
Sapphire Power LLC 22-90086
Sapphire Power Finance LLC 22-90088
MEG Generating Company, LLC 22-90089
Sapphire Power Marketing LLC 22-90076
Pedricktown Management Company LLC 22-90079
Pedricktown Investment Company LLC 22-90081
Pedricktown Cogeneration Company LP 22-90083
York Plant Holding, LLC 22-90085
York Generation Company LLC 22-90087
Elmwood Energy Holdings, LLC 22-90091
Elmwood Park Power, LLC 22-90093
Camden Plant Holding, L.L.C. 22-90095
Newark Bay Holding Company, L.L.C. 22-90098
Liberty View Power, L.L.C. 22-90100
Newark Bay Cogeneration Partnership, L.P. 22-90103
Morris Energy Management Company, LLC 22-90105
Morris Energy Operations Company, LLC 22-90107
Lower Mount Bethel Energy, LLC 22-90109
Pennsylvania Mines, LLC 22-90111
MC OpCo LLC 22-90113
Talen Nuclear Development, LLC 22-90114
Bell Bend, LLC 22-90115
Susquehanna Nuclear, LLC 22-90116
Talen Texas, LLC 22-90117
Barney Davis, LLC 22-90080
Nueces Bay, LLC 22-90092
Laredo, LLC 22-90094
Talen Texas Property, LLC 22-90096
Talen Texas Group, LLC 22-90097
Talen Energy Marketing, LLC 22-90099
Talen Energy Retail LLC 22-90101
Talen Treasure State, LLC 22-90102
Talen Energy Services Group, LLC 22-90104
Talen Energy Services Holdings, LLC 22-90106
Talen Energy Services Northeast, Inc. 22-90108
Talen Land Holdings, LLC 22-90110
Talen NE LLC 22-90112
NorthEast Gas Generation Holdings, LLC 22-90120
Dartmouth Plant Holding, LLC 22-90118
Dartmouth Power Holding Company, L.L.C. 22-90119
Dartmouth Power Generation, L.L.C. 22-90121
Dartmouth Power Associates Ltd. Partnership 22-90122
Talen II Growth Parent LLC 22-90123
Talen II Growth Holdings LLC 22-90124
Talen Technology Ventures LLC 22-90125
Judge: Hon. Marvin Isgur
Debtors' Counsel: Gabriel A. Morgan, Esq.
Clifford Carlson, Esq.
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 1700
Houston, Texas 77002
Tel: (713) 546-5000
Fax: (713) 224-9511
Email: Gabriel.Morgan@weil.com
Clifford.Carlson@weil.com
- and -
Matthew S. Barr, Esq.
Alexander Welch, Esq.
Katherine Lewis, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: Matt.Barr@weil.com
Alexander.Welch@weil.com
Katherine.Lewis@weil.com
Debtors'
Investment
Banker: EVERCORE GROUP L.L.C.
55 East 52nd Street, New York
New York 10055
Debtors'
Financial
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
700 Louisiana Street, Suite 3300
Houston, Texas 3300
Debtors'
Claims
Agent: KROLL RESTRUCTURING ADMINISTRATION, LLC
One Grand Central Place
60 East 42nd Street, Suite 1440
New York, New York 10165
Estimated Assets
(on a consolidated basis): $10 billion to $50 billion
Estimated Liabilities
(on a consolidated basis): $10 billion to $50 billion
The petitions were signed by Andrew M. Wright, general counsel and
secretary.
Full-text copies of some of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/4FZF5OA/Talen_Energy_Supply_LLC__txsbke-22-90054__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/44HMBJY/Montour_LLC__txsbke-22-90060__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/5QWJLAY/HA_Wagner_LLC__txsbke-22-90067__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/4OC267A/Talen_Montana_LLC__txsbke-22-90056__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/4SKIQPI/Talen_Generation_LLC__txsbke-22-90059__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/4YZLNIQ/Brunner_Island_LLC__txsbke-22-90061__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/56YMVAQ/Brandon_Shores_LLC__txsbke-22-90068__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/4K43XBQ/Montana_Growth_Holdings_LLC__txsbke-22-90057__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/4W2IYLY/Colstrip_Comm_Serv_LLC__txsbke-22-90058__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/5AKQW2Q/Raven_Power_Group_LLC__txsbke-22-90063__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/4BEQIRY/Talen_Montana_Holdings_LLC__txsbke-22-90055__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. The Bank of New York Mellon, 10.500% Senior $625,445,802
as Trustee Notes Due 2026
Attn.: Raymond O'Neil, Vice
President, Client
Service Manager
500 Ross Street, 12th Floor
Pittsburgh, Pennsylvania 15262
Tel: (412) 236‐2101
Fax: (412) 234‐8377
Email: raymond.k.oneil@bnymellon.com
2. The Bank of New York Mellon, 6.500% Senior $557,313,904
as Trustee Notes due 2025
Attn.: Raymond O'Neil,
Vice President,
Client Service Manager
500 Ross Street, 12th Floor
Pittsburgh, Pennsylvania 15262
Tel: (412) 236‐2101
Fax: (412) 234‐8377
Email: raymond.k.oneil@bnymellon.com
3. Pennsylvania Economic PEDFA Series $231,709,643
Development Financing Authority 2009A, 2009B,
Pennsylvania Department of Community 2009C Bonds
and Economic Development, Center for
Private Financing
Attn.: Stephen Drizos, Director
Commonwealth Keystone Building
400 North Street, 4th Floor
Harrisburg, Pennsylvania 17120‐0225
Tel: (717) 783‐1109
Email: sdrizos@pa.gov
4. The Bank of New York 6.00% Senior $121,479,505
Mellon, as Trustee Notes Due 2036
Attn.: Raymond O'Neil,
Vice President, Client
Service Manager
500 Ross Street, 12th Floor
Pittsburgh, Pennsylvania 15262
Tel: (412) 236‐2101
Fax: (412) 234‐8377
Email: raymond.k.oneil@bnymellon.com
5. The Bank of New York 6.500% Senior $24,411,078
Mellon, as Trustee Notes due 2024
Attn.: Raymond O'Neil,
Vice President, Client
Service Manager
500 Ross Street, 12th Floor
Pittsburgh, Pennsylvania 15262
Tel: (412) 236‐2101
Fax: (412) 234‐8377
Email: raymond.k.oneil@bnymellon.com
6. The Bank of New York 7.00% Senior $20,361,149
Mellon, as Trustee Notes due 2027
Attn.: Raymond O'Neil,
Vice President, Client
Service Manager
500 Ross Street, 12th Floor
Pittsburgh, Pennsylvania 15262
Tel: (412) 236‐2101
Fax: (412) 234‐8377
Email: raymond.k.oneil@bnymellon.com
7. The Bank of New York 9.500% Senior $17,003,689
Mellon, as Trustee Notes due 2022
Attn.: Raymond O'Neil,
Vice President, Client
Service Manager
500 Ross Street, 12th Floor
Pittsburgh, Pennsylvania 15262
Tel: (412) 236‐2101
Fax: (412) 234‐8377
Email: raymond.k.oneil@bnymellon.com
8. Day & Zimmermann NPS Trade Payables $13,075,604
Attn.: Harold Yoh, III, Chair & CEO
1500 Spring Garden Street
Philadelphia, Pennsylvania 19130
Tel: (215) 299‐8000
Email: harold.yoh@dayzim.com
9. GE Hitachi Nuclear Trade Payables $10,151,859
Energy Americas LLC
Attn.: Jay Wileman, President & CEO
3901 Castle Hayne Road
Wilmington, North Carolina 28402
Tel: (910) 200‐7993
Email: jay.wileman@ge.com
10. General Electric Trade Payables $4,098,309
International, Inc.
Attn.: H. Lawrence Culp Jr., CEO
5 Necco Street
Boston, Massachusetts 02210
Tel: (877) 394‐9775
Email: lawrence.culp@ge.com
11. The Merrick Group Inc. Trade Payables $3,822,412
Attn.: Daniel Merrick, CEO
100 Unico Drive
West Hazleton, Pennsylvania 18202
Tel: (570) 455‐0600
Fax: (570) 455‐5787
Email: dmerrick@mginc.net
12. US Nuclear Regulatory Trade Payables $3,293,280
Commission ‐ USNRC
Attn.: Christopher T. Hanson, Chairman &
Commissioner
One White Flint North
11555 Rockville Pike
Rockville, Maryland 20852‐2738
Tel: (301) 415‐0566
Email: chairman@nrc.gov
13. Siemens Energy, Inc. Trade Payables $3,016,185
Attn.: Christian Bruch,
President & CEO
4400 North Alafaya Trail
Orlando, Florida 32826
Tel: (407) 736‐2000
Email: christian.bruch@siemens.com
14. System One Holdings, LLC Trade Payables $2,363,309
Attn.: Troy Gregory, President & CEO
210 Sixth Avenue, Suite 3100
Pittsburgh, Pennsylvania 15222
Tel: (412) 995‐1900
Email: troy.gregory@systemoneservices.com
15. Paul Farr Supplemental $1,953,973
Address on File Compensation
Plan
16. Consol Energy Inc. Trade Payables $1,889,780
Attn.: Jimmy A. Brock, President & CEO
1000 Consol Energy Drive, Suite 100
Canonsburg, Pennsylvania 15317‐6506
Tel: (724) 416‐8300
Email: jimmybrock@consolenergy.com
17. BHI Energy, Inc. Trade Payables $1,500,307
Attn.: Robert Decensi, CEO
97 Libbey Industrial Parkway, 4th Floor
Weymouth, Massachusetts 02189
Tel: (203) 453‐6653
Email: rdecensi@bhienergy.com
18. Enerfab Power & Trade Payables $1,457,464
Industrial, Inc.
Attn.: Trisha Cole, CFO
4430 Chickering Avenue
Cincinnati, Ohio 45232
Tel: (513) 374‐6989
Email: trisha.cole@enerfab.com
19. Oftedal Construction Inc. Trade Payables $1,387,263
Attn.: Greg Jackson, President
2376 Seven Mile Road
Casper, Wyoming 82604
Tel: (307) 237‐4499
Fax: (307) 473‐2633
Email: gjackson@oftedalconstruction.com
20. The Atlantic Group, Inc. Trade Payables $1,327,305
d/b/a DZ Atlantic
Attn.: Harold Yoh, III, Chair & CEO
1500 Spring Garden Street
Philadelphia, Pennsylvania 19130
Tel: (215) 299‐8000
Email: harold.yoh@dayzim.com
21. NAES Power Contractors Trade Payables $1,216,781
Attn.: Norman Escover, President & CEO
1180 NW Maple Street, Suite 200
Vancouver, Washington 98661
Tel: (425) 961‐4700
Email: norm.escover@naes.com
22. CFM/VR‐Tesco, LLC Trade Payables
$1,084,239
Attn.: Steve Mondrowski,
Vice President
1875 Fox Lane
Elgin, Illinois 60123
Tel: (847) 895‐6694
Email: smondrowski@globalfield.net
23. Elite Piping & Civil, Ltd. Trade Payables $1,007,700
Attn.: Joe Durham, CEO
225 S. 16th Street
La Porte, Texas 7757
Tel: (281) 867‐1125
Email: joedurham@catspec.com
24. SPX Cooling Technologies, Inc. Trade Payables $885,163
Attn.: Gene Lowe, President & CEO
6325 Ardrey Kell Road, Suite 400
Charlotte, North Carolina 28277
Tel: (980) 474‐3700
Email: gene.lowe@spx.com
25. Framatome Inc. Trade Payables $555,057
Attn.: Bernard Fontana, CEO
3315 Old Forest Road
Lynchburg, Virginia 2450
Tel: (434) 832‐3000
Email: bernard.fontana@framatome.com
26. Holtec International Trade Payables Undetermined
Attn.: Kris Singh,
President & CEO
1001 N US Highway 1
Jupiter, Florida 33477
Tel: (561) 427‐2300
Email: kris.singh@holtecinternational.com
27. Credit Suisse International Letter of Undetermined
Attn.: Marc Mansourian, Credit
Managing Director Facility
11 Madison Avenue
New York, New York 10010
Credit Suisse International
One Cabot Square
London England, E14 4QJ
United Kingdom
Tel: (212) 538‐0294
Fax: +44 207 888 8398
Email: marc.mansourian@credit‐suisse.com
28. PPL Corporation Litigation Undetermined
Attn.: Wendy Stark,
SVP & General Counsel
2 N. 9th Street
Allentown, Pennsylvania 18101
Tel: (610) 774‐5151
Fax: (610) 774‐6503
Email: wstark@pplweb.com
29. MUFG Bank, Ltd. Reimbursement Undetermined
Attn.: Sean Santos, Director Agreement
1221 Avenue of the Americas
New York, New York 10020
Tel: (212) 782‐4211
Email: ssantos@us.mufg.jp
30. Pension Benefit Pension Undetermined
Guaranty Corporation (PBGC)
Attn.: Patricia Kelly, CFO
1200 K Street, NW
Washington, District of Columbia 20005
Tel: (202) 229‐3033
Email: kelly.patricia@pbgc.gov
TARA RETAIL: Court Denies Lenders' Bid to Stay Confirmation Order
-----------------------------------------------------------------
Judge Paul M. Black of the United States Bankruptcy Court for the
Northern District of West Virginia denied the Motion for Stay
Pending Appeal filed by COMM 2013 CCRE12 Crossings Mall Road, LLC,
and Wells Fargo Commercial Mortgage Servicing, against Tara Retail
Group, LLC.
The Debtor filed a motion to alter or amend judgment on February 5,
2020 and the Appellants filed a motion for clarification of the
terms of the confirmation order on February 10, 2020 before Judge
Flatley retired on March 11, 2020. After attempts to mediate the
parties' disputes failed and the case's designation to the
undersigned on September 14, 2020, the Court entered the
"Clarification Order" on September 24, 2020. The Clarification
Order, intended to clear up any remaining issues of interpretation
of the Confirmation Order, instead caused more conflict.
Comm 2013 filed the adversary proceeding on February 4, 2021
seeking declaratory relief as to the Clarification Order and a
document recorded by the Debtor in Kanawha County, West Virginia on
February 6, 2020 releasing Comm 2013's $13,650,000.00 Deed of Trust
securing the Appellants. Both parties filed motions for summary
judgment in the adversary proceeding, and those motions were argued
before the Court on August 19, 2021. Comm 2013 contended that under
the Clarification Order, the parties' original loan agreement still
controlled the contractual obligations between the parties except
for specific changes to the interest rate, maturity date, and
payment amount. In response, the Debtor sought to enforce the terms
of the loan agreement attached to the plan confirmed by Judge
Flatley. After another failed attempt at mediation, the Court
issued the Summary Judgment Order on January 6, 2022 granting in
part and denying in part the Debtor's motion and continuing in part
and denying in part the Appellants' motion. AP ECF 54.
Specifically, the Summary Judgment Order clarified for the parties
that under the Confirmation Order, the New Loan Agreement
controlled the parties' relationship.
Judge Black holds that the appellants have failed to demonstrate
the Confirmation Order should be stayed pending appeal. Judge Black
points out that the New Loan Agreement does not cause harm to any
third parties. Additionally, while the New Loan Agreement
unquestionably alters the Appellants' contract rights, these
altered rights do not themselves violate any state regulatory law
of which the Court is aware. Although the Appellants are not
restored to their pre-petition placement as was the insurer in In
re Kaiser Gypsum, Co., they are also not completely devoid of their
rights. As noted in the Summary Judgment Order, "the original deed
of trust and security agreement, the original note, the original
assignment of leases, and the original guaranty agreements" are
still in effect. Only the Original Loan Agreement and cash
management provisions are in dispute. These changes do not rise to
the level of excess that removes the Confirmation Order from
Congress' express grant of preemption over nonbankruptcy law, and
the Court was within its authority in the Confirmation Order to
rule that the New Loan Agreement controls, Judge Black rules.
The adversary proceeding is captioned COMM 2013 CCRE12 CROSSINGS
MALL ROAD, LLC, Plaintiff, v. TARA RETAIL GROUP, LLC, Defendant,
Cross Plaintiff and Third-Party Plaintiff, v. COMM 2013 CCRE12
CROSSINGS MALL ROAD, LLC, Cross Defendant, and WELLS FARGO
COMMERCIAL MORTGAGE SERVICING, Third-Party Defendant, Adversary
Proceeding No. 1:21-ap-00001 (Bankr. N.D.W.Va.).
A full-text copy of Judge Black's Memorandum Opinion dated April
20, 2022, is available at https://tinyurl.com/332f6hzw from
Leagle.com.
About Tara Retail Group
Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West
Virginia, which had tenants that included Kmart and Kroger. The
Company is headed by businessman Bill Abruzzino. The Crossings Mall
was closed and became inaccessible to the public after massive
floods swept through West Virginia in June 2016.
On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed
Martin Perry, a managing director at Newmark Grubb Knight Frank's
Pittsburgh office, as receiver.
To stop a foreclosure sale of its shopping center, Tara Retail
Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No.
17-00057) on Jan. 24, 2017. The petition was signed by William A.
Abruzzino, managing member. The case judge is the Hon. Patrick M.
Flatley. The Debtor estimated assets and debt of $10 million to $50
million.
The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney
PLLC as bankruptcy counsel. DiPiero Simmons McGinley & Bastress,
PLLC, as co-special counsel.
Secured creditor COMM2013 CCRE12 Crossings Mall Road, LLC, is
represented in the case by Sharon Troesch, Esq., Buchanan Ingersoll
& Rooney PC, in Pittsburgh, Pennsylvania.
TARINA TARANTINO: Wins Cash Collateral Access Thru June 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division,
authorized Tarina Tarantino Management, LLC to use cash collateral
on an interim basis in accordance with the budget, with a 10%
variance, through June 30, 2022.
The Debtor's primary secured creditor is Wells Fargo Bank, National
Association, as Trustee for the benefit of the registered holders
of UBS Commercial Mortgage Trust 2018-C11, Commercial Mortgage
Pass-Through Certificates, Series 2018-C11, and its special
servicer, Argentic Services Company LP.
In addition to the Bank, the U.S. Small Business Administration
holds a second priority security interest in the Property to secure
a $202,000 obligation. However, the SBA security interest does not
include an assignment of rents provision.
The Debtor is directed to provide the Special Servicer with no less
than five business days' written notice of any proposed use of any
funds held by the Debtor that will exceed the variances under the
Budget or with respect to expenses not included in the Budget. If
the Lender and/or the Special Servicer objects to any such
expenditure, the Debtor will not use such funds without further
Court order or the Special Servicer's written consent.
Notwithstanding, in the event of an urgency which requires action
on shorter notice than provided, the Debtor will provide such
shorter notice to the Special Servicer with a requested turnaround
time and both parties will work together in good faith to address
any such issues.
As adequate protection, the Lender is granted a Replacement Lien in
the Debtor's assets generated postpetition of the same type and
class that comprise the Lender's Prepetition Collateral.
The Replacement Lien and security interest granted are valid,
enforceable and fully perfected, and no filing or recordation or
any other act in accordance with any applicable local, state or
federal law is necessary to create or perfect such lien and
security interest; provided, however, that upon request of the
Lender, the Debtor will execute such security and perfection
documentation as may be reasonably required to create or perfect
such liens under applicable non-bankruptcy law, including without
limitation, UCC-1 financing statements, UCC-3 continuation
statements (for existing pre-petition security interests), and
notice to depository banks.
To the extent that the Replacement Lien is determined by the
Bankruptcy Court to be inadequate to provide adequate protection to
the Lender, the Lender will have a super-priority claim pursuant to
Section 507(b) of the Bankruptcy Code.
A copy of the order is available at https://bit.ly/3sh8qqR from
PacerMonitor.com.
About Tarina Tarantino Management, LLC
Tarina Tarantino Management, LLC is the 100% owner of a commercial
real property located at 908-910 S. Broadway, Los Angeles, CA.
Tarina Tarantino sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-11910) on April 5,
2022. In the petition signed by Alfonso Campos, president, the
Debtor disclosed $18,181,129 in assets and $8,317,564 in
liabilities.
Judge Barry Russell oversees the case.
David B. Golubchik, Esq., at Levene, Neale, Bender, Yoo and
Golubchik, LLP is the Debtor's counsel.
TEXAS MADE SPORTS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The U.S. Trustee for Region 6 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Texas Made Sports Development, Inc.
About Texas Made Sports Development
Texas Made Sports Development, Inc., owns and operates an ice
facility in Austin, Texas, for figure skaters, hockey fans, and
kids' camps.
Texas Made Sports Development filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No.
22-10172) on March 18, 2022. In the petition signed by Ryan Raya,
president, the Debtor disclosed up to $50 million in assets and up
to $10 million in liabilities.
Judge H. Christopher Mott oversees the case.
The Debtor tapped Hayward, PLLC as legal counsel and Pittenger CPA,
PC as bookkeeper and accountant.
TORRID LLC: S&P Alters Outlook to Positive, Affirms 'B' ICR
-----------------------------------------------------------
S&P Global Ratings revised the outlook on U.S.-based plus-size
women's direct-to-consumer apparel brand Torrid LLC to positive
from stable to reflect its expectation that it will maintain
improved performance and cash flow generation.
S&P said, "At the same time, we affirmed the 'B' issuer credit
rating on the company and 'B' issue-level rating on its term loan.
"The positive outlook reflects that we could raise our ratings on
Torrid over the next 12 months if it extends its good operating
record, meets our forecast, and sustains current leverage.
"The positive outlook reflects our view that Torrid's performance
has rebounded from weaker results in 2020. It also reflects our
expectation that Torrid will sustain recent improved credit metrics
in 2022 and sustain leverage below 3x. Torrid reported a 31%
increase in revenue for fiscal 2021 (ended Jan. 29, 2022),
supported by a similar increase in comparable sales. At the same
time, S&P Global Ratings-adjusted EBITDA margins meaningfully
improved to about 23% in 2021 from 14% in 2020 as Torrid benefitted
from sales leverage, cost-containment efforts, and reduced
promotional activity. We attribute the robust operating results to
a 9% increase in average customer spending and a 20% increase in
active customers year over year. This is further supported by a
strong e-commerce presence with penetration of 63% in 2021. We
forecast moderating but continued growth in 2022 with softer
comparable sales in the first half, and normalizing results later
this year. The company plans to open 35 stores this year with an
increased focus on Torrid Curve stores, which we believe will
increase growth and customer acquisition. In 2021, Torrid Curve
represented 24% of sales. It offers lingerie, lounge, sleep, swim,
and active wear, which are typically add-on products that increase
customer spending.
"Supply chain and inflation pressures could affect performance over
the next 12 months. Torrid largely mitigated supply chain
constraints in 2021 through strong vendor relationships, moving
some ports to the U.S. east coast, and better inventory management
from placing orders earlier. While we expect these actions to
partially mitigate some cost pressures in 2022, we believe
performance remains vulnerable to weakening macroeconomic
conditions and could pressure margins and reduce product
availability in 2022. We believe average customer spending may drop
because of inflation, Torrid's pricing actions, and overall lower
demand for discretionary purchases.
"We believe the risk of a sponsor-led leveraging event is reduced
and expect Torrid will maintain leverage below 3x. Following the
IPO in July 2021, Sycamore Partners continues to own 78% of the
public company. However, in our view, increased public ownership
reduces risk of future leveraging events, such as issuance of debt
for dividends or shareholder returns. Our assessment incorporates
our view of the financial policies of most financial sponsor-owned
companies, which focus on generating investment returns over short
time horizons and typically operate with high debt. While Torrid
has meaningfully improved leverage, we believe further debt-funded
acquisitions or distributions could significantly spike leverage.
Furthermore, heightened competition leads us to expect elevated
risks for greater leverage volatility not otherwise projected in
our base-case forecast. We also note the company does not have a
publicly stated leverage target."
Torrid has had recent rapid growth, and its limited track record of
operating the business at current levels poses some risk. Torrid
was founded in 2001, and growth accelerated significantly over the
last few years following the spin-off from Hot Topic in 2015. From
2015-2021, Torrid's revenue compound annual growth rate (CAGR) was
19%, higher than peers'. S&P said, "Given the company's recent
growth and limited track record, we believe there may be execution
risks associated with strategic initiatives, such as increasing
store count, building e-commerce capabilities, and investing in
infrastructure. Despite recent management changes, such as the
appointment of CEO Lisa Harper and interim CFO Tanner MacDiarmid we
don't believe there will be significant change in strategic
execution, though there is some risk. We therefore apply a negative
comparable rating analysis modifier to our analysis.
S&P said, "We expect good operating performance will support cash
flows with free operating cash flow (FOCF) in the $100 million-$115
million range annually. Our forecast incorporates expected
consistent good profitability, enabled by recent sales growth that
has allowed for some economies of scale, as well as improved
merchandise and inventory management. Greater competitive pressures
than we expect or a drop in demand could raise leverage and lower
cash generation compared to our base-case forecast. Nevertheless,
we expect it will generate sufficient cash to comfortably fund
capital expenditure of about $30 million annually and modest
amortization on the term loan.
"Participation in a highly competitive market and Torrid's
relatively smaller size constrain the rating. With roughly $1.3
billion in sales, Torrid is in our view a small player in the
highly fragmented and competitive industry. The plus-size apparel
industry has expanded in recent years. Approximately 70% of U.S.
women are plus-size, but there are limited options and few
dedicated retailers. We expect increased competition as more
retailers enter the market, some of which are larger and more well
capitalized. We also view Torrid's significant mall presence as a
risk, given sector trends and declines in mall traffic. We believe
omnichannel capability will become an increasingly important
competitive factor given customers' continued rapid adoption of
e-commerce. Torrid is well positioned with e-commerce penetration
of 63%.
"The positive outlook reflects that we could raise our ratings on
Torrid over the next 12 months if it extends its good operating
performance and meets our forecast while sustaining current
leverage."
S&P would consider an upgrade if:
-- Torrid demonstrates a clear track record of executing on its
merchandise initiatives and store expansion under new management,
sustaining profitability growth through this year; or
-- The company meaningfully expands its market presence while
effectively competing against larger competitors in the plus-size
apparel market, leading us to favorably revise our business risk
assessment.
S&P could lower the rating if:
-- Lower-than-expected earnings sustain leverage above 5x, which
could come from increased competitive pressure; or
-- The company shifts toward more aggressive financial policies,
including sponsor-led leveraging transactions and
shareholder-friendly activities such as dividends.
ESG credit indicators: E-2, S-2, G-2
TRANSPORTATION DEMAND: Wins Final Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Transportation Demand Management, LLC to use cash
collateral on a final basis pursuant to the budget, with a 10%
variance.
As adequate protection for the Debtor's use of cash collateral,
First Security Bank is granted replacement liens in the Debtor's
post-petition cash, accounts receivable and inventory, and related
proceeds, to the same extent and priority as any duly perfected and
unavoidable liens in cash collateral held by the Secured Creditor
as of the Petition Date, limited to the amount of any cash
collateral of the Secured Creditor as of the Petition Date, to the
extent that any cash collateral of the Secured Creditor is actually
used by the Debtor. The replacement lien does not include, without
limitation, a lien on avoidance action proceeds.
As additional adequate protection, on the first day of every month
the Order is in effect, and beginning on May 1, 2022, the Debtor
will make payments to the secured Creditor of not less than
$75,534. The Secured Creditor's consent to adequate protection
payments in such amount will not be construed as consent to the
adequacy of such payments for any other purpose in the proceeding,
including without limitation treatment of the Secured Creditor's
indebtedness under any plan of reorganization.
A copy of the order is available at https://bit.ly/3OZ9Yzn from
PacerMonitor.com.
About Transportation Demand Management, LLC
Transportation Demand Management, LLC is a motorcoach and minibus
operator in the Pacific Northwest with a fleet of over 90
motorcoaches and mini buses of varying size generating more than
$15M in annual sales.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-10482-MLB) on March
26, 2022. In the petition signed by Gladys Gillis, chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Marc Barreca oversees the case.
Nathan T. Riordan, Esq., at Wenokur Riordan PLLC is the Debtor's
counsel.
US INTERNATIONAL: Case Summary & Six Unsecured Creditors
--------------------------------------------------------
Debtor: US International Realtor LLC
979 51st Street
Brooklyn, NY 11219
Chapter 11 Petition Date: May 10, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 22-40998
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Robert J. Musso, Esq.
ROSENBERG MUSSO & WEINER, LLP
26 Court Street
Suite 2211
Brooklyn, NY 11242
Tel: 718-855-6840
Fax: 718-625-1966
Email: courts@nybankruptcy.net
Total Assets: $0
Total Liabilities: $1,166,611
The petition was signed by Samy Lasheen as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/4H5HMTY/US_International_Realtor_LLC__nyebke-22-40998__0001.0.pdf?mcid=tGE4TAMA
VERSCEND HOLDING II: S&P Affirms 'B' ICR, Outlook Positive
----------------------------------------------------------
S&P Global Ratings affirmed all its ratings on Verscend Holding II
Corp. (d/b/a Cotiviti), including the 'B' issuer credit rating,
'B+' senior secured rating, and '2' recovery rating, and the 'CCC+'
second-lien and unsecured ratings with '6' recovery ratings.
S&P said, "Our positive outlook reflects our expectation that
credit metrics will strengthen in the next two years, leading to
adjusted debt to EBITDA in the mid-8x area with free operating cash
flow (FOCF)/debt approaching 4%. We expect the company to
experience mid- to high-single-digit-percent organic revenue growth
and consistent EBITDA margin expansion.
"Our outlook reflects Cotiviti's strengthening position in the
analytics-driven payment accuracy solutions market, and the high
leverage and integration risks we associate with its acquisitive
strategy, moderated to a good degree by its good record of
execution. The company has rapidly expanded its market position and
capabilities in the payment integrity market over the past five
years using significant amounts of leverage to fund acquisitions.
We expect the company to continue pursuing rapid growth through
acquisitions and organic expansion. While these acquisitions have
consistently strengthened the business, inherent risks are
associated with large acquisitions to extract synergies and operate
assets well during the integration, especially when funded through
incremental debt.
Cotiviti's record of acquisition integration has been strong. The
integrations of Verscend, Cotiviti, and HMS have each led to a
substantial increase in EBITDA margins based on a stronger set of
offerings and broader customer base, which compounds the value of
the company's products. The more recent HMS acquisition deepened
the company's post-payment capabilities, strengthened its payment
integrity continuum by adding the coordination of benefits, added
member engagement solutions through the population health suite,
and diversified its current customer base with more midsize
insurance providers. The company is still integrating HMS, but S&P
expects the acquired assets to outpace the overall company in
revenue growth and for integration and restructuring expenses to
decrease over the next year.
Consolidation is beneficial to large vendors like Cotiviti because
the competitive landscape is shrinking and they can fill capability
gaps faster than smaller competitors. The company has consistently
kept pace with changing market dynamics through continued
investments in technology and innovation and acquiring and
developing capabilities ahead of peers. While many companies in the
health care information technology (IT) space have a faster pace of
acquisitions as they persistently search for new capabilities, or
enter new markets to remain competitive, Cotiviti does not need to
acquire anything meaningful to remain competitive. S&P said, "We
estimate the company holds a strong 10%-15% market share in payment
integrity, and less than 10% in its other segments (Quality, Risk
Adjustment, Network, Population Health Management, and Government).
We expect the company's market share to increase along with
consolidation and Cotiviti's investments in automation. We estimate
about 50% of the payment integrity market is outsourced and
addressable by the company's services."
S&P said, "We continue to expect very high leverage with adjusted
debt to EBITDA in the mid-8x area and free cash flow to debt in the
mid-3%-4% area. We believe Cotiviti's continuing integration of HMS
should lead to consistently improving adjusted EBITDA margins (low-
to mid-40% range expected in 2022) and future acquisitions will
likely have a less meaningful negative impact on margins given the
company's scale and experience. We expect the company will redeem
its preferred equity for debt given the very high yield and will
likely use cash flow for future acquisitions.
"Our positive outlook reflects our expectation that credit metrics
will strengthen in the next two years, leading to adjusted debt to
EBITDA in the mid-8x area with FOCF/debt approaching 4%. We expect
the company to experience mid- to high-single-digit-percent organic
revenue growth and consistent EBITDA margin expansion.
"We could revise the outlook to stable if we expect the company's
adjusted debt to EBITDA to remain above 8x with FOCF to debt below
4%, likely because of financial policy, difficulty achieving
synergies, or increased competition.
"We could raise our rating on Cotiviti if we expect adjusted debt
to EBITDA to be sustained at mid-8x with FOCF to debt approaching
above 4%."
ESG credit indicators: E2, S2, G3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, in line with our view of the majority of rated
entities owned by private-equity sponsors. Our assessment also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns."
[*] Total April 2022 Bankruptcy Filings Declined 21% Compared 2021
------------------------------------------------------------------
Total U.S. bankruptcy filings in April 2022 decreased 21 percent
from the previous year, according to data provided by Epiq
Bankruptcy, the leading provider of U.S. bankruptcy filing data.
Bankruptcy filings totaled 32,508 in April 2022, down from the
April 2021 total of 40,931. Noncommercial bankruptcy filings
totaled 30,747 in April 2022, also registering a 21 percent
decrease from the April 2021 noncommercial total of 38,826.
Commercial filings decreased 16 percent in April 2022, as the 1,761
filings were down from the 2,105 commercial filings registered in
April 2021. There were 249 commercial chapter 11 filings registered
in April 2022, a decline of 15 percent from the 290 filings in
April 2021. Small business filings, captured as subchapter V
elections within chapter 11, decreased 26 percent to 83 in April
2022 from 112 in April 2021.
"New bankruptcy filing volumes continue to decline as the country
emerges from the global pandemic," says Chris Kruse, senior vice
president of Epiq Bankruptcy Technology. "The seasonality we see
in March each year also occurred in 2022, and the April decline was
expected."
April 2022's total bankruptcy filings represented a 10 percent
decrease when compared to the 36,059 total filings recorded the
previous month, March 2022. Total noncommercial filings for April
also represented a 10 percent decrease from the March 2022
noncommercial filing total of 34,234. The commercial filing total
represented a four percent decrease from the March 2022 commercial
filing total of 1,825. Commercial chapter 11 filings decreased 15
percent from the 292 filings in March 2022. Subchapter V elections
within chapter 11 declined 40 percent from the 138 filed in March
2022.
"Legislation that passed recently in the Senate and is currently
being considered in the House would expand the debt-eligibility
limits for small businesses and individuals looking to reorganize
their finances," said ABI Executive Director Amy Quackenboss. "ABI
appreciates the work by Congress to create greater access and a
more efficient process for small businesses and families to achieve
a financial fresh start."
The decline of subchapter V elections reflects the return of the
debt-eligibility limit to the original $2,725,625 threshold from
the expanded amount of $7.5 million first established under the
CARES Act of 2020. Legislation was passed in the Senate to restore
the eligibility limit back to $7.5 million and cover any subchapter
V cases that were pending at the time of the March 27 sunset.
Consistent with the recommendations of ABI’s Commission on
Consumer Bankruptcy, the substitute also continues to push for the
debt limit for individual chapter 13 filings to be increased to
$2.75 million and remove the distinction between secured and
unsecured debt for that calculation. Both of the expanded
eligibility limits for small business subchapter Vs and consumer
chapter 13s would sunset after two years.
ABI has partnered with Epiq Bankruptcy to provide the most current
bankruptcy filing data for analysts, researchers, and members of
the news media. Epiq Bankruptcy is the leading provider of data,
technology, and services for companies operating in the business of
bankruptcy. Epiq's new Bankruptcy Analytics subscription service
provides on-demand access to the industry's most dynamic bankruptcy
data, updated daily. Learn more at
https://bankruptcy.epiqglobal.com/analytics/
*********
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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share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
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equity securities trade in public market are determined by more
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.
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then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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