/raid1/www/Hosts/bankrupt/TCR_Public/220512.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, May 12, 2022, Vol. 26, No. 131
Headlines
100 ORCHARD STREET: Taps Tarter Krinsky & Drogin as Legal Counsel
100 ORCHARD: Wins Interim Access to Brick Moon Cash Collateral
4E BRANDS NORTH: Committee Taps Oxford as Financial Advisor
55 PULASKI REALTY: Taps David Goldwasser of FIA Capital as CRO
ACCESS DIRECT: Seeks Approval to Hire Michael John Bridger
ACCESS DIRECT: Seeks to Hire Dori Ann Giglio as President
ACCESS DIRECT: Taps Law Offices of Melody Genson as Counsel
AE BICYCLE: Taps Benjamin Kelly as Special Collection Counsel
AGILON ENERGY: Wins Continued Cash Collateral Access Thru May 29
ALACRITY HOLDINGS 6: Taps Perry A. Phillips as Special Counsel
ALAMO DRAFTHOUSE: Wins Cash Collateral Access Thru July 15
ARCHIMEDEAN SOLUTIONS: Involuntary Chapter 11 Case Summary
ARYA'S VINTAGE: Seeks to Hire Theodora Oringher as Legal Counsel
AZ TOWING INC: Gets OK to Hire Professional Tax and Accounting Svcs
BARRACUDA NETWORKS: S&P Affirms 'B-' ICR on Acquisition by KKR
BDS MARKETING: Taps Goe Forsythe & Hodges as Legal Counsel
BLACK KNIGHT: S&P Places 'BB' ICR on Watch Positive on ICE Deal
BLT RESTAURANT: Defends Plan, Disputes Arbitration Claims
BLT RESTAURANT: Unsecureds to Receive $100,000 in Plan
BROWNIE'S MARINE: Unit Completes Acquisition of Gold Coast Scuba
BUKACEK FITNESS: Files Emergency Bid to Use Cash Collateral
CEN BIOTECH: Olayinka Oyebola Replaces Mazars as Accountant
CRESCENT ENERGY: Fitch Assigns First-Time 'B+' LongTerm IDR
CRYPTO CO: Borrows $1 Million From AJB Capital
ECTOR COUNTY ENERGY: Wins Interim Cash Collateral Access
ENACT HOLDINGS: Fitch Affirms 'BB+' Rating on Senior Unsecured Debt
ENDO INTERNATIONAL: Acquires Six Product Candidates From Nevakar
EXPEDITION INDUSTRIES: Case Summary & Four Unsecured Creditors
EXWORKS CAPITAL: Seeks to Hire Baker & Hostetler as Legal Counsel
FIENI ENTERPRISES: Taps Gellert Scali Busenkell & Brown as Counsel
FIRST TO THE FINISH: Wins Interim Cash Collateral Access
FUELCELL ENERGY: Extends Term of ExxonMobil Agreement to Dec. 31
GLEASON'S GYMNASTIC: Wins Cash Collateral Access Thru May 25
GRASS ROOTS: Voluntary Chapter 11 Case Summary
GREENPOINT ASSET: Plan Solicitation Period Extended to Aug. 17
GWG HOLDINGS: Court OKs Interim Cash Collateral Access
HERITAGE PETROLEUM: Fitch Assigns 'BB' LT IDRs, Outlook Stable
HOBBS INVESTMENT: Taps Allen Barnes & Jones as Legal Counsel
HORIZON GLOBAL: Incurs $27 Million Net Loss in First Quarter
INTRADO CORP: Fitch Alters Outlook on 'B-' LongTerm IDR to Negative
JK 325 LLC: Wins Interim Cash Collateral Access Thru June 7
JP MORGAN 2022-5: Fitch Gives B+(EXP) Rating to B-5 Debt
LA CASA CANAVERAL: Disclosures Inadequate, Bluescape Says
LEGACY JH762: Taps Better Homes and Garden as Real Estate Broker
LIVEONE INC: BDO USA to Quit as Accountant
LIVEWELL ASSISTED: Wins Cash Collateral Access Thru May 31
LW RETAIL: Wins Cash Collateral Access Thru July 21
MACKENNZIE REAL: Case Summary & Two Unsecured Creditors
MIDLAND COGENERATION: Fitch Alters Outlook on $560MM Note to Pos.
NEELKANTH HOTELS: Has Continued Cash Access Until June 2
NEPHROS INC: Incurs $2 Million Net Loss in First Quarter
NEXTPLAY TECHNOLOGIES: Closes Acquisition of Fighter Base Assets
NINE ENERGY: Stockholders Elect Three Class I Directors
NN INC: Incurs $3.3 Million Net Loss in First Quarter
OEG BORROWER: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
PARADISE REDEVELOPMENT: S&P Places 'BB' 2009 Bonds on Watch Neg.
PREMIER MODERN: Seeks to Hire DeMarco Mitchell as Legal Counsel
PREMIUM PRODUCTS: Case Summary & Nine Unsecured Creditors
PURPLE SHOVEL: 11th Cir. Won't Revive Suit over Rifles Contract
QUANTUM DEVELOPMENT: Lender Seeks Adequate Protection
R1 RCM: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
REGIONAL HEALTH: Adjourns Special Meeting Until May 31
REPLICEL LIFE: Delays Filing of 2021 Annual Report
RETROTOPE INC: Seeks to Hire Womble Bond Dickinson as Counsel
RETROTOPE INC: Taps BMC Group as Administrative Advisor
RETROTOPE INC: Taps Rock Creek as Financial Advisor
RETROTOPE INC: Taps SSG Advisors as Investment Banker
REVLON INC: Incurs $67 Million Net Loss in First Quarter
SAINT ELIZABETH UNIVERSITY: S&P Rates 2016 Revenue Bonds 'BB'
SEEDTREE MANAGEMENT: Case Summary & Eight Unsecured Creditors
SERVICE ONE: Case Trustee Wins Cash Collateral Access Thru June 10
SPG HOSPICE: Trustee Wins Cash Collateral Access Thru June 3
STRATEGIC IQ LLC: Taps Dennis M. Pousak as Special Counsel
TALEN ENERGY: S&P Downgrades LT ICR to 'D' on Bankruptcy Filing
TAVERN ON LAGRANGE: Wins Cash Collateral Access Thru May 24
TRI-WIRE ENGINEERING: Wins Cash Collateral Access Thru July 2
UNITI GROUP: Posts $52.9 Million Net Income in First Quarter
VISTRA CORP: S&P Affirms 'BB' ICR on Capital Raise, Outlook Stable
W&T OFFSHORE: All Three Proposals Passed at Annual Meeting
W&T OFFSHORE: Incurs $2.5 Million Net Loss in First Quarter
WILDWOOD VILLAGES: Plan Trustee Taps Rallis Segundo as Accountant
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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100 ORCHARD STREET: Taps Tarter Krinsky & Drogin as Legal Counsel
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100 Orchard Street, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Tarter
Krinsky & Drogin, LLP to serve as legal counsel in its Chapter 11
case.
The firm's services include:
a. advising the Debtor regarding its powers and duties in the
continued operation of its business and management of its
property;
b. negotiating with creditors n working out a plan of
reorganization, and taking necessary legal steps in order to
confirm the plan, including, if necessary, negotiations in
financing a plan of reorganization;
c. preparing legal papers;
d. appearing before the bankruptcy judge; and
e. performing all other necessary legal services for the
Debtor.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Partners $530 to $725 per hour
Counsels $445 to $665 per hour
Associates $338 to $530 per hour
Paralegals $260 to $325 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
Tarter received a retainer in the amount of $25,000.
David Wander, Esq., a partner at Tarter, 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 H. Wander, Esq.
Scott Markowitz, Esq.
Alexander R. Tiktin, Esq.
Tarter Krinsky & Drogin LLP
1350 Broadway
New York, NY 10018
Tel: (212) 216- 8000
Email: dwander@tarterkrinsky.com
smarkowitz@tarterkrinsky.com
atiktin@tarterkrinsky.com
About 100 Orchard Street LLC
d/b/a Blue Moon Hotel
100 Orchard St., LLC operates a 22-room boutique hotel known as the
"Blue Moon Hotel" located in the lower east side of Manhattan, at
100 Orchard Street. The hotel is a historical building built in
1879. Beginning in 2002, 100 Orchard redesigned the five-story
tenement and restored the building to function as a stately
eight-story hotel. It was a five-year art preservation and design
project that received an award by National Geographic, acknowledged
by the Historic Districts Council, and written up in 50 major
articles. The hotel was instrumental in revitalizing commerce south
of Delancey Street.
100 Orchard sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 22-10358) on March 23, 2022. In the
petition signed by Randy Settenbrino, president and managing
member, the Debtor disclosed $25,341,713 in assets and $11,166,747
in liabilities.
Judge David S. Jones oversees the case.
Scott S. Markowitz, Esq., at Tarter Krinsky and Drogin, LLP is the
Debtor's legal counsel.
100 ORCHARD: Wins Interim Access to Brick Moon Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 100 Orchard Street LLC d/b/a Blue Moon Hotel to use the
cash collateral of Brick Moon Capital LLC and the U.S. Small
Business Administration, nunc pro tunc and effective as of the
Petition Date, on an interim basis in accordance with the budget,
with a 10% budget.
As previously reported by the Troubled Company Reporter, Brick has
a duly perfected senior lien and security interest in all of the
Debtor's pre-petition assets, including the Debtor's real property,
the Hotel and all room revenues collected by the Hotel.
To perfect its interests in the collateral, Brick filed a UCC-1
financing statement with the New York Secretary of State.
As of the Petition Date, Brick asserts the total amount the Debtor
owes is at least $10 million.
The SBA has a duly perfected junior lien and security interest in
the Debtor's personal property. To perfect its interests in the
Collateral, the SBA filed a UCC-1 financing statement with the New
York Secretary of State.
As of the Petition Date, the SBA asserts the total amount the
Debtor owes is approximately $500,000.
As adequate protection to protect the Lenders from the diminution
in value of the cash collateral, the Lenders are granted (a)
replacement liens and security interests in all of the Debtor's
assets acquired post-petition including cash to the extent that
said liens were valid, perfected and enforceable as of the Petition
Date, subject to (i) the claims of Chapter 11 professionals duly
retained and to the extent awarded pursuant to sections 330 and 331
of the Bankruptcy Code, (ii) United States Trustee fees pursuant to
28 U.S.C. section 1930, and interest pursuant to 31 U.S.C. Section
3717, and (iii) the payment of any allowed claim of any
subsequently appointed chapter 7 trustee to the extent of $10,000;
and will not extend to estate causes of action and the proceeds of
any recoveries of estate causes of action under Chapter 5 of the
Bankruptcy Code.
The Replacement Liens and security interests granted in
post-petition room revenues and cash are automatically deemed
perfected upon entry of the Order without the necessity of the
Lenders taking possession, filing financing statements or other
documents, or taking any other action to validate or perfect the
liens and security interests granted by the Order.
The Court will schedule a final hearing on the matter via video
conference.
A copy of the Court's order and the Debtor's May 2022 budget is
available at https://bit.ly/3P9jOyN from PacerMonitor.com.
The Debtor projects $160,000 in gross revenue and $131,457 in total
expenses for the month.
About 100 Orchard St. LLC
100 Orchard St. LLC operates a 22-room boutique hotel known as the
"Blue Moon Hotel," located in the lower east side of Manhattan, at
100 Orchard Street. The Hotel is a historical building built in
1879. Beginning in 2002, 100 Orchard redesigned the five-story
tenement and restored the building to function as a stately
eight-story hotel. It was a five-year art preservation and design
project that received an award by National Geographic, acknowledged
by the Historic Districts Council, and written up in 50 major
articles. The Hotel was instrumental in revitalizing commerce south
of Delancey Street.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10358) on March 23,
2022.
In the petition signed by Randy Settenbrino, president and managing
member, the Debtor disclosed $25,341,713 in assets and $11,166,747
in liabilities.
Judge David S. Jones oversees the case.
Scott S. Markowitz, Esq., at Tarter Krinsky and Drogin, LLP is the
Debtor's counsel.
4E BRANDS NORTH: Committee Taps Oxford as Financial Advisor
-----------------------------------------------------------
The official committee of unsecured creditors of 4E Brands North
America, LLC filed anew an application to employ Oxford
Restructuring Advisors, LLC as its financial advisor in connection
with the company's Chapter 11 case.
The U.S. Bankruptcy Court for the Southern District of Texas, which
oversees the case, had previously denied the committee's initial
application.
Oxford's services will include:
a. performing an analysis of the Debtor's financial records to
assist the committee in its review of potential causes of action;
b. providing advice to the committee and consulting with the
Debtor's professionals concerning costs of removal, transportation,
and destruction of the product subject to the FDA recall, including
reviewing quotes received by the Debtor from third-party service
providers;
c. collaborating with the committee and its legal counsel
concerning an investigation into the Debtor's pre-bankruptcy
conduct, assets, liabilities, and financial condition, including an
analysis of pre-bankruptcy transactions between the Debtor and 4E
Global, and concerning claims and causes of action that may be
asserted against 4E Global and other third parties;
d. reviewing, analyzing, and advising the committee concerning
all investigative findings prepared by the Debtor and its
professionals concerning the foregoing, avoiding duplication with
the committee's retained professionals;
e. advising the committee concerning plan proposals and
assisting the committee in developing and executing a strategy for
negotiating the terms of a confirmable plan that maximizes value to
creditors;
f. reporting findings and analysis to the committee and its
legal counsel, including regarding debtor-in-possession (DIP)
budget and periodic reports analyzing financial results against
budget requirements; and
g. providing other necessary accounting and financial advisory
services.
The hourly rates charged by the firm for its services are as
follows:
Senior Managing Director $600 to $750 per hour
Managing Director $500 to $600 per hour
Associates $300 to $500 per hour
Paraprofessionals $175 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
John Pidcock, a partner at Oxford, 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:
John B. Pidcock
Oxford Restructuring Advisors LLC
16781 Chagrin Boulevard, Suite 503
Shaker Heights, OH 44120
Tel: (513) 235-0164
Fax: (513) 672-2175
Email: JPidcock@oxfordrestructuring.com
About 4E Brands North America
4e Brands North America, LLC is a manufacturer personal care and
hygiene products based in San Antonio, Texas. Its brand name
products include Blumen Hand Sanitizer, Assured Hand Sanitizer, and
various otherhand sanitizers and hand soaps. The Debtor is no
longer operating.
4e Brands North America sought Chapter 11 bankruptcy protection
(Bankr. S.D. Texas Case No. 22-50009) on Feb. 22, 2022. In the
petition filed by David Dunn as chief restructuring officer, 4e
Brands North America listed up to $50,000 in assets and up to $50
million in liabilities.
The case is handled by Judge David R. Jones.
Matthew D. Cavenaugh, Esq., at Jackson Walker, is the Debtor's
legal counsel. Stretto is the claims agent.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on March 1, 2022. The committee tapped Tucker
Ellis, LLP as bankruptcy counsel; Munsch Hardt Kopf & Harr, P.C. as
Texas counsel; and Oxford Restructuring Advisors, LLC as financial
advisor.
55 PULASKI REALTY: Taps David Goldwasser of FIA Capital as CRO
--------------------------------------------------------------
55 Pulaski Realty, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of New York to
employ David Goldwasser of FIA Capital Partners, LLC as chief
restructuring officer.
The firm's services include:
a. assisting with administering the Debtors' Chapter 11 cases;
b. overseeing the preparation of all Chapter 11 reporting,
including monthly operating reports and budgets;
c. pursuing negotiations with the Debtor's lender or its
representative to restructure the mortgage, or, seeking to
refinance the mortgage debt through a third party lender; and
d. assisting with the formulation of a plan of reorganization or
other exit strategy.
The firm will be paid as follows:
a. a monthly fee of $5,000; and
b. per diem fee of $1,500 for travel to court, plus travel
expenses.
The firm will also be paid a retainer in the amount of $5,000 and
will be reimbursed for out-of-pocket expenses.
Mr. Goldwasser, a partner at FIA Capital Partners, 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 Goldwasser
FIA Capital Partners, LLC
3284 North 29th Court
Hollywood, FL 33020
Tel: (813) 773-4000
About 55 Pulaski Realty
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 is the Debtor's legal
counsel. David Goldwasser, a partner at FIA, serves as the chief
restructuring officer.
ACCESS DIRECT: Seeks Approval to Hire Michael John Bridger
----------------------------------------------------------
Access Direct Mail, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Michael John
Bridger to assist in the company's sales and marketing department.
Mr. Bridger will be paid $590 per week for his services.
As disclosed in court filings, Mr. Bridger is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code.
About Access Direct Mail
Access Direct Mail Inc. -- https://accessdmi.com/ -- is a provider
of direct mail and printing services to organizations of all types
and size.
Access Direct Mail filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01482) on
April 13, 2022, listing up to $500,000 in assets and up to $10
million in liabilities. Amy Denton Harris serves as Subchapter V
trustee.
Judge Caryl E. Delano oversees the case.
Melody D. Genson, Esq., at the Law Offices of Melody Genson is the
Debtor's legal counsel.
ACCESS DIRECT: Seeks to Hire Dori Ann Giglio as President
---------------------------------------------------------
Access Direct Mail, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Dori Ann Giglio
as president of the company.
Mr. Giglio will perform these services:
a. daily administration of the Debtor's business and employees;
b. maintenance of the record keeping of the business; and
c. supervision of the administration of accounts receivable and
billing.
Mr. Giglio will be paid $1,500 per week.
As disclosed in court filings, Mr. Giglio is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
About Access Direct Mail
Access Direct Mail Inc. -- https://accessdmi.com/ -- is a provider
of direct mail and printing services to organizations of all types
and size.
Access Direct Mail filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01482) on
April 13, 2022, listing up to $500,000 in assets and up to $10
million in liabilities. Amy Denton Harris serves as Subchapter V
trustee.
Judge Caryl E. Delano oversees the case.
Melody D. Genson, Esq., at the Law Offices of Melody Genson is the
Debtor's legal counsel.
ACCESS DIRECT: Taps Law Offices of Melody Genson as Counsel
-----------------------------------------------------------
Access Direct Mail, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ the Law Offices
of Melody Genson to handle its Chapter 11 case.
The firm will be paid $400 per hour for its services and will be
reimbursed for out-of-pocket expenses incurred.
The firm received a retainer of $23,262 from the Debtor.
Melody Genson, Esq., a partner at the Law Offices of Melody Genson,
disclosed in a court filing that her firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Melody D. Genson, Esq.
Law Offices of Melody Genson
2750 Ringling Blvd. Suite 3
Sarasota, FL 34237
Tel: (941) 365-5870
Email: melodygenson@verizon.net
About Access Direct Mail
Access Direct Mail Inc. -- https://accessdmi.com/ -- is a provider
of direct mail and printing services to organizations of all types
and size.
Access Direct Mail filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01482) on
April 13, 2022, listing up to $500,000 in assets and up to $10
million in liabilities. Amy Denton Harris serves as Subchapter V
trustee.
Judge Caryl E. Delano oversees the case.
Melody D. Genson, Esq., at the Law Offices of Melody Genson is the
Debtor's legal counsel.
AE BICYCLE: Taps Benjamin Kelly as Special Collection Counsel
-------------------------------------------------------------
AE Bicycle Liquidation, Inc. and its affiliates received approval
from the U.S. Bankruptcy Court for the Middle District of North
Carolina to employ Benjamin Kelly, Esq., a practicing attorney in
Seattle, Wash., as special collection counsel.
The Debtors require legal assistance of an attorney who is licensed
in Washington to collect monetary judgment against Nuun & Company,
Inc. The court entered a default judgment against the company in
the amount of $14,172 following its failure to respond to the
complaint (Case No. 20-09063) filed by the plan administrator
appointed in the Debtors' Chapter 11 cases.
The Debtors have agreed to pay a contingent fee to be shared
equally between Mr. Kelly and their bankruptcy counsel, Northen
Blue, LLP.
As disclosed in court filings, Mr. Kelly is a disinterested person
within the meaning of Section 101(14) of the Bankruptcy Code.
Mr. Kelly holds office at:
Benjamin E. Kelly
9218 Roosevelt Way NE
Seattle, WA 98115
Tel: (206) 365-9090
Fax: (206) 365-0575
Email: Ben@benkellylaw.com
About AE Bicycle Liquidation
AE Bicycle Liquidation Inc., formerly known as Advanced Sports
Enterprises, Inc., is a wholesale seller of bicycles and
accessories. It owns the following bicycle brands: Fuji, Kestrel,
SE Bikes, Breezer, and Tuesday.
AE Bicycle and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-80856) on
Nov. 16, 2018. At the time of the filing, AE Bicycle listed up to
$10 million in assets and up to $50 million in liabilities while
its affiliate, AI Bicycle Liquidation (formerly known as Advanced
Sports, Inc.), listed up to $500 million in assets and up to $100
million in liabilities.
Judge Benjamin A. Kahn oversees the cases.
The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as
their bankruptcy counsels; D.A. Davison & Co. as investment banker;
Clear Thinking Group, LLC as financial advisor; and Kurtzman Carson
Consultants, LLC as claims, noticing and balloting agent.
William Miller, the bankruptcy administrator for the Middle
District of North Carolina, appointed an official committee of
unsecured creditors on Nov. 27, 2018. The committee retained
Waldrep, LLP and Cooley, LLP as legal counsels.
On Oct. 25, 2019, the court confirmed the Debtors' joint Chapter 11
plan of liquidation and Finley Group, Inc., acting by or at the
direction of Elaine Rudisill, was appointed as the plan
administrator. The liquidating plan became effective on Nov. 1,
2019.
AGILON ENERGY: Wins Continued Cash Collateral Access Thru May 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, approved a stipulation and agreed bridge order
Agilon Energy Holdings II LLC, Victoria Port Power LLC, and
Victoria City Power LLC, entered into with their DIP lenders,
Prudential Insurance Company of America, Prudential Legacy
Insurance Company of New Jersey, and Prudential Retirement
Insurance and Annuity Company.
The parties agree the Debtors may use cash collateral to pay
critical expenses in accordance with the budget through and
including May 29, 2022, provided the critical expenses will not
exceed $658,437 for the period from May 9 to May 29, 2022, and a
total amount of $2,152,465 when including the period covered by the
Prior Stipulations.
The Debtors will continue to provide adequate protection to the
Prepetition Secured Parties in accordance with the terms of the DIP
Order during the Interim Period, including without limitation
preservation of all liens, claims, and interests.
A hearing to consider continued use of cash collateral is scheduled
for May 26 at 9:30 a.m.
A copy of the order and the Debtor's three-week budget through May
29, 2022 is available at https://bit.ly/3N6t9FL from
PacerMonitor.com.
The Debtor projects $32,490,463 in beginning cash and $658,437 in
total disbursements.
About Agilon Energy Holdings II LLC
Texas-based power producer Agilon Energy Holdings II, LLC and its
affiliates, Victoria Port Power LLC and Victoria City Power LLC,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
21-32156) on June 27, 2021. At the time of filing, Agilon had
between $100 million and $500 million in both assets and
liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Locke Lord, LLP as legal counsel, Grant
Thornton, LLP as financial advisor and Hugh Smith Advisors, LLC as
restructuring advisor. Hugh Smith of Hugh Smith Advisors serves as
the Debtors' chief restructuring officer. Stretto is the claims and
noticing agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on July 30,
2021. Pachulski Stang Ziehl & Jones, LLP serves as the committee's
legal counsel and Conway MacKenzie, LLC, its financial advisor.
ALACRITY HOLDINGS 6: Taps Perry A. Phillips as Special Counsel
--------------------------------------------------------------
Alacrity Holdings 6, LLC received approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Perry A.
Phillips, LLC as special counsel.
The Debtor needs the firm's legal assistance in connection with two
separate cases it filed in the Bibb County State Court (Case No.
21-SCCV-092933) and in Bibb County Superior Court (Case No.
2021-CV-07647), which stemmed from the sale of its commercial real
property in Macon, Ga. The Debtor purchased the property from Durga
Investments, LLC for $1.35 million.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Attorneys $350 per hour
Paralegals $200 per hour
The firm will also be reimbursed for out-of-pocket expenses.
Perry Phillips, Esq., a partner at Perry A. Phillips, 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:
Perry A. Phillips, Esq.
Perry A. Phillips, LLC
358 Roswell Street, Suite 1130
Marietta, GA 30060
Tel: (770) 421-6040
Fax: 770-373-4311
About Alacrity Holdings 6
Alacrity Holdings 6, LLC is registered as a domestic liability
company located at 7530 Saint Marlo Country Club Parkway, Duluth,
Ga.
Alacrity Holdings 6 filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20284) on April
5, 2022, listed as much as $10 million in both assets and
liabilities. Todd E. Hennings serves as Subchapter V trustee.
Judge James R Sacca oversees the case.
Rountree Leitman & Klein, LLC and Perry A. Phillips, LLC serve as
the Debtor's bankruptcy counsel and special counsel, respectively.
ALAMO DRAFTHOUSE: Wins Cash Collateral Access Thru July 15
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order amending the final cash collateral order dated April 1, 2021,
authorizing Alamo Drafthouse Cinemas Holdings, LLC et al. to use
cash collateral.
The Debtors are authorized to use so-called Excluded Cash to fund
pre-Sale Closing Date administrative expenses in accordance with
the Approved Budget and post-Sale Closing Date administrative
expenses through the date that is the earliest to occur of:
(a) July 15, 2022;
(b) the date on which any of these events occurs unless
waived in writing by the Prepetition Agent, acting at
the direction of the Required Prepetition Lenders:
(i) entry of any order constituting a stay,
modification, appeal or reversal of the Order,
(ii) the appointment of any examiner with expanded
powers,
(iii) entry of any order dismissing the Chapter 11
Cases or converting the Chapter 11 Cases to
cases under Chapter 7, or
(iv) the Debtors' filing of a motion or other
request for relief seeking to modify or alter
or vacate the Order or any term thereof; and
(c) the expiration of the Remedies Notice Period, in each
case unless waived in writing by the Prepetition Agent.
The Court ruled that, except as modified by the Order Further
Amending Final Cash Collateral Order and Extending the Debtors'
Authority to Use Cash Collateral, all of the terms, conditions, and
provisions of the Final Cash Collateral Order and the Amended Order
are ratified and reaffirmed in all respects and will remain in full
force and effect, including (i) the validity and enforceability of
the Replacement Liens, Adequate Protection Superpriority Claims and
the DIP Liens (to the extent of the DIP Reversionary Interest in
the Excluded Cash); provided, however, the Debtors will not be
required to reimburse the fees and expenses of the Prepetition
Secured Parties as provided in the Final Cash Collateral Order from
and after the Sale Closing Date, and (ii) the prohibition on the
sale, transfer, lease, encumbrance or other disposition of any
portion of the Prepetition Collateral not subject to the Sale Order
other than in the ordinary course of business without the prior
consent of the Required DIP Lenders or Court order.
As of the bankruptcy filing date, the Debtors owed the Prepetition
Secured Parties $104.5 million. Fortress Credit Corp., the
administrative agent under the prepetition credit facility,
extended $60 million in DIP loans at the onset of the bankruptcy
case. The DIP Facility consists of (a) $7 million available upon
entry of the Interim DIP Order, (b) $13 million upon entry of the
Final Order, and (c) $40 million of Prepetition Obligations rolled
up and converted on a cashless dollar-for-dollar basis into loans
under the DIP Facility upon entry of the Final Order.
A copy of the Court order is available for free at
https://bit.ly/394hEzU from PacerMonitor.com.
About Alamo Drafthouse
The Alamo Drafthouse Cinema -- https://drafthouse.com/ -- is an
American cinema chain founded in 1997 in Austin, Texas, that is
famous for its strict policy of requiring its audiences to maintain
proper cinema-going etiquette. Known for offering full meal and
alcohol service at its theaters, the company also operates a movie
merchandise store and an annual genre film festival, Fantastic
Fest. Alamo Drafthouse had 41 locations as of March 31, 2021, with
23 of those locations ran by franchisees.
Alamo Drafthouse Cinemas Holdings, LLC and 33 affiliated companies
filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 21-10474)
on March 3, 2021. Alamo Drafthouse was estimated to have $100
million to $500 million in assets and liabilities as of the
bankruptcy filing.
The Hon. Mary F. Walrath is the case judge.
The Company tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel and Portage Point Partners as its financial
adviser. The Debtor tapped Houlihan Lokey Capital as its
investment banker, led by Russell Mason, director in the firm's
Financial Restructuring Group. Epiq Corporate Restructuring, LLC,
is the claims agent.
ARCHIMEDEAN SOLUTIONS: Involuntary Chapter 11 Case Summary
----------------------------------------------------------
Alleged Debtor: Archimedean Solutions LLC
432 Hudson Street
New York, NY 10014
Case No.: 22-10599
Business Description: Archimedean Solutions is a Single Asset
Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Involuntary Chapter
11 Petition Date: May 11, 2022
Court: United States Bankruptcy Court
Southern District of New York
Petitioner's Counsel: Brett Silverman, Esq.
SILVERMAN LAW PLLC
4 Terry Terrace
Livingston, NY 07039
Tel: 646-779-7210
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/UC2F3FQ/Archimedean_Solutions_LLC__nysbke-22-10599__0001.0.pdf?mcid=tGE4TAMA
Alleged creditor who signed the petition:
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
Emberly Capital LLC Contract $525,000
152 West 57th St.
NYC NY 10019
ARYA'S VINTAGE: Seeks to Hire Theodora Oringher as Legal Counsel
----------------------------------------------------------------
Arya's Vintage Closet, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Theodora
Oringher, PC to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. advising the Debtor regarding the requirements of the
bankruptcy court, Bankruptcy Code, Bankruptcy Rules and the Office
of the U.S. Trustee;
b. advising the Debtor regarding certain rights and remedies of
the estate and rights, claims and interests of creditors;
c. taking all necessary actions to protect and preserve the
estate, including the prosecution of actions on the Debtor's
behalf, the defense of any actions commenced against the Debtor,
the negotiation of disputes in which the Debtor is involved and the
preparation of objections to claims filed against the estate;
d. representing the Debtor in any proceeding or hearing in the
bankruptcy court involving the estate unless the Debtor is
represented in such proceeding or hearing by other special
counsel;
e. conducting examinations of witnesses, claimants or adverse
parties and representing the Debtor in any adversary proceeding;
f. preparing legal papers;
g. taking all necessary actions with regard to obtaining
debtor-in-possession financing and the use of cash collateral;
h. assisting the Debtor and taking all necessary actions in
connection with the negotiation, preparation and confirmation of a
plan of reorganization, and the sale of the Debtor's assets;
i. taking all necessary actions to protect and preserve the
value of the estate; and
j. performing other necessary services.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
William Lobel, Senior Attorney $950 per hour
Christopher Harney, Senior Attorney $625 per hour
Rosa Shirley, Senior Attorney $575 per hour
Samuel Fogas, Associate Attorney $375 per hour
Samantha Schuster, Paralegal $300 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
Theodora Oringher received a retainer of $49,980 from the Debtor.
William Lobel, Esq., a partner at Theodora Oringher, 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:
William N. Lobel, Esq.
Christopher J. Harney, Esq.
Rosa A. Shirley, Esq.
Theodora Oringher PC
535 Anton Boulevard, Ninth Floor
Costa Mesa, CA 92626-7109
Tel: (714) 549-6200
Fax: (714) 549-6201
Email: wlobel@tocounsel.com
charney@tocounsel.com
rshirley@tocounsel.com
About Arya's Vintage Closet
Arya's Vintage Closet, LLC is a clothing retailer located at 2900
Bristol St., Suite J202, Costa Mesa, Calif.
Arya's Vintage Closet sought Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 22-10392) on March 9, 2022. In the
petition filed by Dov Arieh Charney, manager, the Debtor listed up
to $500,000 in assets and up to $500,000 in liabilities.
Judge Vincent P. Zurzolo oversees the case.
William N. Lobel, Esq., at Theodora Oringher PC is the Debtor's
legal counsel.
AZ TOWING INC: Gets OK to Hire Professional Tax and Accounting Svcs
-------------------------------------------------------------------
AZ Towing, Inc. received approval from the U.S. Bankruptcy Court
for the District of Maryland to employ Professional Tax and
Accounting Svcs, Inc. as accountant.
The firm's services include the organization and structuring of the
Debtor's bookkeeping, the filing of required statements and
reports, and tax documents.
The firm will be paid at the rate of $125 per hour, and a retainer
of $1,000. It will also be reimbursed for out-of-pocket expenses
incurred.
Arun Walia, a partner at Professional Tax and Accounting Svcs,
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:
Arun Walia
Professional Tax and Accounting Svcs, Inc.
7677 Canton Center Dr.
Baltimore, MD 21224
Tel: (443) 216-6666
Fax: (443) 216-4973
About AZ Towing
AZ Towing, Inc. filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Md. Case No. 22-11460) on March 22,
2022, listing as much as $50,000 in both assets and liabilities.
Michael G. Wolff, Esq., at Wolff & Orenstein, LLC serves as
Subchapter V trustee.
Judge David E. Rice presides over the case.
Robert N. Grossbart, Esq., at Grossbart, Portney and Rosenberg,
P.A. and Brett Weiss, Esq., at The Weiss Law Group, LLC are the
Debtor's bankruptcy attorneys. Professional Tax and Accounting
Svcs, Inc. is the Debtor's accountant.
BARRACUDA NETWORKS: S&P Affirms 'B-' ICR on Acquisition by KKR
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Barracuda Networks Inc., reflecting its high leverage, which it
expects to remain over 8x of EBITDA for 12 months after the
transaction closes.
S&P said, "We also assigned our 'B' issue-level and '2' recovery
ratings to its proposed first-lien debt and 'CCC+' issue-level and
'5' recovery ratings to its proposed second-lien debt. The borrower
of the debt is Barracuda Parent LLC.
"The stable outlook reflects our expectation that Barracuda can
sustain its subscription revenue growth in the low-teens percent
area while modestly improving profitability and maintaining free
cash flow generation to support high starting S&P Global
Ratings-adjusted leverage of around 9x.
KKR & Co. Inc. (KKR) has entered into a definitive agreement to
purchase Barracuda Networks Inc., a cloud-enabled security and data
protection solutions provider, from its current owner, Thoma Bravo
L.P.
The acquisition will be funded with a combination of equity and new
debt, consisting of a $1.115 billion first-lien term loan maturing
2029 and an undrawn $150 million first-lien revolving credit
facility maturing 2027, as well as a $455 million second-lien term
loan maturing 2030.
Strong recent growth will enable Barracuda to service a
considerably higher funded debt balance. This transaction will
increase Barracuda's funded debt balance about $300 million to
approximately $1.6 billion and raise annual interest expense to
about $100 million. Although this a much higher financial burden,
the company has performed well over the past two years amid a
generally favorable environment for IT security vendors and its
EBITDA has grown considerably over the past 24 months. S&P said,
"Although we expect earnings growth to moderate over the next few
years as demand normalizes and the company increases spending on
investments in next-generation offerings, we believe that Barracuda
can service this new debt package and that the capital structure
will remain sustainable. Nevertheless, leverage remains high and
our 'B-' rating reflects our forecast for it to be about 9.1x at
close and above 7.5x for at least the next 18 months."
Barracuda will continue to benefit from market tailwinds in the
cyber security sector. Barracuda has demonstrated good top-line
revenue growth in the high-single-digits in the past two years,
benefiting from strong market demand in email security, as well as
its Cloud Generation Firewall network security solutions. The firm
has increased its recurring subscription revenue mix to over 90% in
the past few years. S&P expects it will continue growing
subscription revenue, primarily due to a high net retention rate,
driven by better upsell and cross-sell prospects, as well as
continued growth in the managed service provider (MSP) route to
market. Although EBITDA margins have been pressured recently as the
company invests in its software-as-a-service (SaaS) product
infrastructure and sales and marketing expenses to grow its
top-line revenues, S&P expects margins to expand as it continues to
scale its operations.
Highly recurring subscription revenue and improved EBITDA margin
will support cash generation and liquidity despite high leverage.
S&P Global Ratings-adjusted EBITDA margins have improved from the
low-20s to just shy of 30% under previous sponsor ownership. S&P
said, "We do not expect the firm to engage in substantial
restructuring under KKR and expect management to remain focused on
growth. Nevertheless, we do forecast that a greater share of
subscription revenue will enable margins to gradually expand so
long as the firm can sustain revenue growth, particularly in
next-gen offerings. Low capital spending requirements and favorable
working capital dynamics support cash generation, and we expect
free cash flow to remain over 5% of debt despite the substantial
interest burden."
S&P said, "The stable outlook reflects our expectation that
Barracuda will support its substantial debt burden through
sustained revenue growth in core products, improving EBITDA
margins, and recurring cash flow generation. We anticipate strong
recurring revenue growth in its core product segments, which
currently represent approximately 95% of total revenue."
S&P could lower the rating if:
-- Barracuda's performance suffers from sales execution missteps
or slowing customer demand growth, leading to sustained high
leverage and free cash flow approaching break-even levels.
-- Barracuda's sources of cash do not cover uses of cash.
Barracuda's high leverage of over 9x at transaction close and
sponsor-ownership constrain the prospects for an upgrade over the
next 12 months. However, over the longer term, S&P could upgrade
the company if:
-- It sustains revenue growth, expands EBITDA margins, and
maintains leverage under 7.5x.
-- It generates sustainable free operating cash flow (FOCF) to
debt above 5% or prioritizes debt reduction.
ESG credit indicators: E-2, S-2, G-3
Governance factors are a moderately negative consideration in S&P's
credit rating analysis of the company, as is the case for most
rated entities owned by private-equity sponsors. It believes
Barracuda's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects the generally finite holding
periods and a focus on maximizing shareholder returns.
BDS MARKETING: Taps Goe Forsythe & Hodges as Legal Counsel
----------------------------------------------------------
BDS Marketing, LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ Goe Forsythe &
Hodges, LLP to serve as legal counsel in its Chapter 11 case.
The firm will provide these services:
a. assist the Debtor with respect to compliance with the
requirements of the U.S. Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of Debtor with respect to its
assets and claims of creditors;
c. represent the Debtor in any proceedings or hearings in the
bankruptcy court and in any action in any other court where its
rights under the Bankruptcy Code may be litigated or affected;
d. conduct examinations of witnesses, claimants or adverse
parties, and assist in the preparation of reports, accounts, and
pleadings related to the case;
e. advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules;
f. assist the Debtor in negotiation, formulation, confirmation,
and implementation of a Chapter 11 plan of reorganization;
g. make any bankruptcy court appearances on behalf of the
Debtor; and
h. perform such other services as the Debtor may require of the
firm in connection with the case.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Partners $525 to $575 per hour
Associates $350 to $450 per hour
Paralegals $195 per hour
The firm will also seek reimbursement for out-of-pocket expenses
and payment of a retainer in the amount of $8,000.
Brandon Iskander, Esq., a partner at Goe Forsythe & Hodges,
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:
Brandon J. Iskander, Esq.
Goe Forsythe & Hodges LLP
18101 Von Karman Avenue, Suite 1200
Irvine, CA 92612
Telephone: (949) 798-2460
Facsimile: (949) 955-9437
Email: biskander@goeforlaw.com
About BDS Marketing
BDS Marketing, LLC hosts special events in the City of Palm
Springs, Calif.
BDS Marketing sought Chapter 11 protection (Bankr. C.D. Calif. Case
No. 22-11340) on April 13, 2022. In the petition filed by Steve
Hamilton, sole member, BDS Marketing listed up to $50,000 in assets
and up to $100,000 in liabilities.
Judge Magdalena Reyes Bordeaux oversees the case.
Robert P. Goe, Esq., at Goe Forsythe & Hodges, LLP is the Debtor's
legal counsel.
BLACK KNIGHT: S&P Places 'BB' ICR on Watch Positive on ICE Deal
---------------------------------------------------------------
S&P Global Ratings placed its ratings on Black Knight Inc. and its
debt on CreditWatch with positive implications, including its 'BB'
issuer credit rating on the company, its 'BBB-' issue-level ratings
on its senior secured debt, and its 'BB-' issue-level rating on its
senior unsecured notes. S&P expects all of its debt to be redeemed
or assumed by ICE at close.
Intercontinental Exchange Inc. (ICE; A-/Stable/A-2) entered into a
definitive agreement to acquire Black Knight for $85 per share in
cash and stock, or an enterprise value of about $16 billion.
S&P expects the transaction to close in the first half of 2023,
pending Black Knight shareholder approval, regulatory approvals,
and other customary closing conditions.
The positive CreditWatch placement reflects S&P's belief that the
combined company with ICE will have a more favorable credit profile
than Black Knight as a stand-alone company. At transaction close,
it expects ICE will repay or assume all Black Knight's debt.
CreditWatch
S&P said, "We expect to resolve the CreditWatch when the
transaction closes. At that time we expect to discontinue our
ratings on Black Knight and all its debt that is repaid. We expect
any debt that remains outstanding will be assumed by ICE, and we
will reevaluate those ratings at that time. If the transaction is
not completed due to regulatory or other reasons, we will likely
affirm our 'BB' rating and stable outlook on Black Knight, the same
as before the acquisition."
BLT RESTAURANT: Defends Plan, Disputes Arbitration Claims
---------------------------------------------------------
BLT Restaurant Group LLC responds to the objection of Elliot
Welburn, Miguel Torres and Alexis Manso ("Arbitration Claimants")
to the Debtor's Disclosure Statement.
The Debtor is aware that each of the Arbitration Claimants has
asserted damages in excess of $3.5 million. The Debtor disputes
each claim. The Debtor does not believe it is in the Debtor's
business judgment to litigate, right now, the amount of such claims
and potentially incurring over a hundred thousand dollars of legal
fees when unsecured creditors may be out of the money and the total
distribution to unsecured creditors is less than the legal fees to
be incurred. If the Debtor must fund those litigation costs, that
will impact the amount available for distribution under a plan of
reorganization.
The Debtor's schedules, initial affidavit, and testimony at the 341
hearing discussed the open restaurants as well as the closed
restaurants. The overseas restaurants are not affiliates of the
Debtor and the Debtor does not manage them. Those entities pay a
license fee for the name. Again, all of the Debtor's agreements,
licensing, management or otherwise, are disclosed in Schedule G and
available upon request. However, no such request has been made by
the Arbitration Claimants pre- or post-petition.
The Debtor provided lease, payroll and financial data to the Office
of the United States Trustee related to each non-debtor subsidiary.
If the Arbitration Claimants would like to review the same
information, the Debtor will provide the same.
The Debtor provided projections and a commitment from the DIP
Lender for a certain level of funding and the distribution to
unsecured creditors.
The Management Agreements identify the counter parties and those
are referenced in Schedule G. The agreements are available for
review. In addition, the projections identify the revenue from the
management agreements. Since the filing of the Disclosure
Statement, one management agreement has been canceled.
The agreements referenced herein are license agreements and each is
available for review. The revenue from licensing is identified on
the projections.
The Debtor does not believe there is any ground to recharacterize
any of the loans. If the Arbitration Claimants, after review of all
the information, believe that such a complaint can be filed in
compliance with Rule 11, they are welcome to do so. The Debtor will
add a statement in the Disclosure Statement that the Debtor
believes there is no reason to recharacterize.
The Debtor has amended the Disclosure Statement to reflect the
current claims against the Debtor.
Counsel for Debtor:
Albert A. Ciardi, III, Esq.
Jennifer C. McEntee, Esq.
CIARDI CIARDI & ASTIN
1905 Spruce Street
Philadelphia, PA 19103
E-mail: aciardi@ciardilaw.com
jcranston@ciardilaw.com
About BLT Restaurant Group
BLT Restaurant Group owns and manages the restaurants BLT Steak
LLC, BLT Steak Waikiki LLC, BLT Prime Lexington LLC, and BLT Steak
DC LLC. BLT is a limited liability company organized under the
laws of New York. At present, it has two members, JL Holdings 2002
LLC and Juno Investments LLC. JL Holdings 2002 LLC is a limited
liability company organized under the laws of New York and is also
a secured creditor of BLT. Juno Investments LLC is a limited
liability company organized under the laws of New York.
BLT sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 22-10335) on March 18, 2022. In the
petition signed by CEO James Haber, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
Jennifer C. McEntee, Esq., at Ciardi Ciardi and Astin, is the
Debtor's counsel.
BLT RESTAURANT: Unsecureds to Receive $100,000 in Plan
------------------------------------------------------
BLT Restaurant Group LLC submitted a First Amended Disclosure
Statement explaining its Chapter 11 Plan.
The Debtor will continue operations under prepetition management
and work with its secured lender to restructure existing debt.
Parallel to the plan confirmation process the Debtor will market
itself for sale under 11 U.S.C. Section 363. The Class 3 creditor
and DIP Lender have agreed that upon any sale, after the DIP Loan
is paid in full, the next $150,000 of sale proceeds will go to the
Debtor for administrative and Class 1 unsecured claims for
distribution under the Plan. The balance of the sale proceeds, if
any, over $750,000 (DIP Loan of $600,000 plus $150,000 carveout)
will be paid to Class 3 until paid in full.
Under the Plan, Class 1 Unsecured Claims are estimated at
$12,500,000 as of the date of the April 28, 2022 hearing on the
Debtor's initial disclosure statement. Approximately $10,500,000 is
attributable litigation filed by three past employees of a
Debtor-owned restaurant that is the subject of a stayed NAM
Arbitration and disputed by the Debtor. The Debtor proposes to pay
$100,000 to the holders of Allowed general Unsecured Claims, by
distributing $50,000, annually, on a pro rata basis. The Debtor
will make the first such payment on the Effective Date. The
remaining payment will be made on the first anniversary of the
Effective Date. The Class 3 creditor has agreed to guarantee the
distribution to Class 1. The treatment and consideration to be
received by holders of Class 1 Allowed Claims shall be in full
settlement, satisfaction, release and discharge of their respective
Claims and Liens. Class 1 is impaired.
The Debtor's Plan shall be funded by the Debtor's operations and
the Debtor's successful restructuring of debt as well as the
Debtor-in-Possession Loan from JL Holdings 2002 LLC.
Proposed Counsel for the Debtor:
Albert A. Ciardi, III, Esq.
Jennifer C. McEntee, Esq.
CIARDI CIARDI & ASTIN
1905 Spruce Street
Philadelphia, PA 19103
Telephone: (215) 557-3550
Facsimile: (215) 557-3551
E-mail: aciardi@ciardilaw.com
jcranston@ciardilaw.com
A copy of the Disclosure Statement dated April 27, 2022, is
available at https://bit.ly/3rYMtwx from PacerMonitor.com.
About BLT Restaurant Group
BLT Restaurant Group owns and manages the restaurants BLT Steak
LLC, BLT Steak Waikiki LLC, BLT Prime Lexington LLC, and BLT Steak
DC LLC. BLT is a limited liability company organized under the
laws of New York. At present, it has two members, JL Holdings 2002
LLC and Juno Investments LLC. JL Holdings 2002 LLC is a limited
liability company organized under the laws of New York and is also
a secured creditor of BLT. Juno Investments LLC is a limited
liability company organized under the laws of New York.
BLT sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 22-10335) on March 18, 2022. In the
petition signed by CEO James Haber, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
Jennifer C. McEntee, Esq., at Ciardi Ciardi and Astin is the
Debtor's counsel.
BROWNIE'S MARINE: Unit Completes Acquisition of Gold Coast Scuba
----------------------------------------------------------------
Brownie's Marine Group, Inc.'s new subsidiary, Live Blue, Inc., has
completed the acquisition of the assets of Gold Coast Scuba, LLC, a
dive shop and scuba diving training center operating in
Lauderdale-by-the-Sea, Florida.
Live Blue will be initially focused on a creating a pilot program
for guided tours, rental, and coaching provided with the Company's
innovative line of products from BLU3. Gold Coast Scuba's
Lauderdale-by-the-Sea facilities and location provides an ideal
setting for this initiative since it allows for numerous water and
wind-based activities to be launched from shore, including
snorkeling, tankless diving, and scuba diving. The long-term goal
for BWMG and Live Blue is to develop BLU3 guided tours to water
sports activity centers around the world.
"We believe that one of our responsibilities as a company is to
continuously grow the next-generation of families getting into the
water together for recreation and exploration. We think the
combination of our Live Blue experience centers and our
super-friendly entry-point BLU3 tankless diving systems will
encourage many more people around the world to enjoy, and
ultimately be stewards of our marine eco-systems," said Robert
Carmichael, Chairman of the Company.
"We continue to be focused on mergers and acquisitions as part of
our growth strategy. This is our second successful acquisition and
integration in the last twelve months, and we continue to be on the
lookout for potential businesses and partners that we think we can
add value to," said Mr. Christopher Constable, chief executive of
the Company.
BWMG's acquisition of the assets of Gold Coast Scuba is being done
through a combination of equity and cash. Newbridge Securities
Corporation is acting as the Exclusive M&A Advisor to the Company
and The Crone Law Group is acting as the Company's Legal Counsel.
About Brownie's Marine
Headquartered in Pompano Beach, Florida, Brownie's Marine Group,
Inc., is the parent company to a family of innovative brands with a
unique concentration in the industrial, and recreational diving
industry. The Company, together with its subsidiaries, designs,
tests, manufactures, and distributes recreational hookah diving,
yacht-based scuba air compressors and nitrox generation systems,
and scuba and water safety products in the United States and
internationally. The Company has three subsidiaries: Trebor
Industries, Inc., founded in 1981, dba as "Brownie's Third Lung";
BLU3, Inc.; and Brownie's High-Pressure Services, Inc., dba LW
Americas. The Company is headquartered in Pompano Beach, Florida.
Brownie's Marine reported a net loss of $1.59 million for the year
ended Dec. 31, 2021, compared to a net loss of $1.35 million for
the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$4.67 million in total assets, $2.05 million in total liabilities,
and $2.63 million in total stockholders' equity.
Boynton Beach, Florida-based Liggett & Webb, P.A., the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 22, 2022, citing that the Company has
experienced net losses and has an accumulated deficit. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
BUKACEK FITNESS: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
Bukacek Fitness, Inc. asks the U.S. Bankruptcy Court for the
District of Nebraska for authority to use the cash collateral of
Spirit of Texas Bank n/k/a Simmons First National Corp., and
provide adequate protection.
The cash collateral consists of revenues generated from the
operation of the Debtor's business, SPENGA gym.
The Debtor requires the use of cash collateral to sustain
sufficient working capital to finance its ongoing post-petition
business operations until it confirms a plan of reorganization.
Simmons, an Arkansas based banking corporation, is the Debtor's
primary lender. The bulk of the funds acquired from Simmons were
used to acquire and build out the Debtor's location at the Shoppes
of Legacy, 16920 Wright Plaza, Ste. 126, Omaha, NE 68130.
In consideration of money lent to procure funds to purchase
inventory, purchase equipment, providing working capital, and
construction financing, the Debtor executed a number of documents
including, without limitation:
a. a Note dated on March 7, 2020, in the principal amount of
$405,300, identified as SBA Loan# PLP41923170-06;
b. a Security Agreement dated March 7, 2020.
To perfect the security interest set forth in the Security
Agreement, Simmons caused a UCC Financing Statement, form UCC-1, to
be filed with the Nebraska Secretary of State. The Financing
Statement was filed on March 11, 2020, as Instrument No.
9720176473-7.
In addition, the Debtor entered into a Master Equipment Finance
Agreement with Navitas Credit Corporation dated March 2, 2020,
pursuant to which the Debtor financed approximately $181,369 for
the purpose of procuring gym equipment required by Spenga as the
franchisor. The Master Equipment Finance Agreement purports to
contain a grant Navitas a purchase money security interest in the
equipment financed by the Debtor. To secure this alleged purchase
money security interest, Navitas caused a UCC Financing Statement,
form UCC-1, to be filed with the Nebraska Secretary of State. The
Financing Statement was filed on June 18, 2020.
The COVID-19 epidemic has taken its toll on the Debtor's
operations. This is particularly true given the Debtor's business
first opened almost contemporaneously with the nation and worldwide
pandemic-related lock downs, restriction, and other mandates, which
took a tole on gym businesses nationwide. Indeed, the National
Health & Fitness Alliance (NHFA), a major fitness organization,
reported that at one point 22% of U.S. health clubs and studios
have closed permanently since the COVID-19 pandemic began, and the
U.S. fitness industry has lost $29.2 billion in revenue. Yet,
Debtor has remained. However, the Debtor's current financial
condition coupled with a multiyear crippling pandemic, is no longer
sustainable. In an effort to maintain operations and reduce debt,
the Debtor, after having weighed a number of alternatives, made the
decision to file the Chapter 11 case.
As of the Petition Date, all or substantially all of the assets of
the Debtor, subject to 11 U.S.C. sections 506, 552, are subject to
the liens and security interests of Simmons.
As of the Petition Date, certain of the Debtor's gym equipment,
subject to 11 U.S.C. sections 506, 552, are subject to the liens
and security interests of Navitas.
Simmon's UCC filing predates that of Navitas'.
The Debtor proposes to use cash collateral on an interim basis
pursuant to the Budget allowing the Debtor to exceed any individual
line item as long as the total does not exceed 110% from May 1 to
August 31, 2022.
As adequate protection for the Debtor's use of cash collateral, the
Debtor proposes to grant Simmons a continuing, valid, binding,
enforceable, non-avoidable, and perfected postpetition security
interests in and liens on the Prepetition Collateral.
A copy of the motion and the Debtor's budget for the period from
May to August 2022 is available at https://bit.ly/3LZUV6t from
PacerMonitor.com.
The Debtor projects $136,000 in total income and $135,415 in total
expenses for the period.
About Bukacek Fitness, Inc.
Bukacek Fitness, Inc. owns an operate, as a franchisee, a SPENGA
gym, a portmanteau for Spin + Strength + Yoga. Spenga is a boutique
group class-based gym that combines multiple disciplines in every
work out including spinning bikes, weight training, and yoga.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Neb. Case No. 22-80333 on May 1, 2022.
In the petition signed by Blake Bukacek, the Debtor disclosed up to
$500,000 in assets and up to $1 million in liabilities.
Patrick R. Turner, Esq., at Turner Legal Group, LLC is the Debtor's
counsel.
CEN BIOTECH: Olayinka Oyebola Replaces Mazars as Accountant
-----------------------------------------------------------
The Board of Directors of CEN Biotech, Inc. approved the dismissal
of Mazars USA LLP, as its independent registered accounting firm,
effective May 2, 2022.
Mazars was engaged by the Company on Jan. 16, 2018. The audit
report of Mazars for the years ended Dec. 31, 2021 or Dec. 31,
2020, contained no adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or
accounting principles, with the exception of providing an
explanatory paragraph stating there was substantial doubt about the
Company's ability to continue as a going concern.
During the Company's two most recent fiscal years and through May
2, 2022, (i) there were no disagreements (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions)
between the Company and Mazars on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of
Mazars, would have caused Mazars to make reference to the subject
matter of such disagreement in connection with its reports on the
financial statements for such periods and (ii) there were no
|reportable events" (as defined in Item 304(a)(1)(v) of Regulation
S-K).
On May 2, 2022, the Company's Board approved the appointment of
Olayinka Oyebola & Co as the Company's new independent registered
public accounting firm effective immediately.
During the Company's two most recent fiscal years ended Dec. 31,
2021 and 2020, and the subsequent interim period through May 2,
2022, neither the Company nor anyone acting on its behalf consulted
with OOC regarding either: (i) the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, in connection with which either
a written report or oral advice was provided to the Company that
OOC concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of
a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or reportable event (as defined in
Item 304(a)(1)(v) of Regulation S-K).
About CEN Biotech Inc.
CEN Biotech, Inc. -- http://www.cenbiotechinc.com-- is focused on
the manufacturing, production and development of Light Emitting
Diode lighting technology and hemp products. The Company intends
to explore the usage of hemp, which it intends to cultivate for
usage in industrial, medical and food products. Its principal
office is located at 300-3295 Quality Way, Windsor, Ontario,
Canada.
CEN Biotech reported a net loss of $18.90 million for the year
ended Dec. 31, 2021, compared to net income of $14.25 million for
the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$8.44 million in total assets, $10.10 million in total liabilities,
and a total shareholders' deficit of $1.66 million.
New York, New York-based Mazars USA LLP, the Company's former
auditor, issued a "going concern" qualification in its report dated
April 14, 2022, citing that the Company has incurred significant
operating losses and negative cash flows from operations since
inception. The Company also had an accumulated deficit of
$45,964,183 at Dec. 31, 2021. The Company is dependent on
obtaining necessary funding from outside sources, including
obtaining additional funding from the sale of securities in order
to continue their operations. The COVID-19 pandemic has hindered
the Company's ability to raise capital. These conditions raise
substantial doubt about its ability to continue as a going concern.
CRESCENT ENERGY: Fitch Assigns First-Time 'B+' LongTerm IDR
-----------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'B+' to Crescent Energy Company and Crescent Energy
Finance LLC (Crescent). Fitch has also assigned a 'BB+'/'RR1'
rating to Crescent's senior secured Reserve Based Loan (RBL) credit
facility and a 'BB-'/'RR3' rating to its senior unsecured bonds.
The Rating Outlook is Stable.
Crescent's rating reflects its multi-basin operational scale,
historical and forecast leverage between 1x - 1.5x, a conservative
hedging program and relatively low decline rate. It also considers
the company's below average unit economics, which are likely to
modestly improve with the acquisition of assets in the Uinta basin;
a significant amount of operations where Crescent is not the
operator; and current revolver reliance as a funding source.
KEY RATING DRIVERS
Uinta Improves Lower Unit Economics: In 2021, Crescent generated an
unhedged cash netback of $22.5/boe. Crescent's netback is impacted
by relatively high per boe production expenses, net of its
midstream benefit, of $17.4/boe, and a 39% oil weighting that
contributed to lower realized prices compared to liquids weighted
peers.
Overall profitability benefits from increasing operational scale
post the Uinta transaction with Fitch forecasting FCF generation of
nearly $1 billion cumulatively in 2022 and 2023. It then declines
in 2024 and 2025 under Fitch's base case, which uses $57/bbl and
$50/bbl WTI in 2024/2025. Fitch also expects the Uinta acquisition
to benefit Crescent's unit economics due to its approximately 65%
oil weighting and relatively lower operating expenses, which the
company expects to contribute to lower overall operating expenses,
excluding production taxes, of approximately $13.25/boe in 2022.
Consistent Leverage Discipline: Crescent is targeting leverage of
1.0x with a maximum of 1.5x. Fitch forecasts the company will meet
this target based on Total Debt / EBITDA measure by the end of 2022
and maintain it through its forecast period. Crescent has
historically maintained a low leverage with a company calculated
1.2x average dating back to 2013 under its predecessor company.
Positions in Multiple Basins: Crescent's asset base is diverse for
a company of its production size. It reflects a history of
targeting risk-adjusted returns with less focus on specific core
basins, most recently reflected in its Uinta basin acquisition at
under 2x estimated 2022 adjusted EBITDA. Pro forma the Uinta
acquisition, which adds approximately 30Mboepd, Crescent expects
production of approximately 140Mboepd (58% liquids) during 2022.
Crescent's Rockies position, which consists of its Uinta and DJ
Basin production, as well as its Eagle Ford trend position are
expected to account for 43% and 22% of 2022 production, with
operated assets primarily in the Uinta and Eagle Ford receiving
over 80% of Crescent's development capex. This diversification
benefit is tempered by the relative smaller size of many of
Crescent's positions.
Low Average Decline Rate Assets: Crescent has a low projected
decline rate of approximately 22% in 2022. Much of its operations
are located in more mature plays, which typically require lower
capex due to their older vintage Proved Developed Producing (PDP)
wells, which are farther along the production curve and experience
lower decline rates. The lower decline rate reflects a mature asset
base, which may require Crescent to look to more M&A for growth as
development opportunities in more mature fields are typically
fewer. Future production growth is likely to reduce Crescent's
non-operated acreage, which at 30% represents a larger part of
their production base than typical 'B' rating category issuers.
Stretched Liquidity Post-Uinta: Crescent funded the Uinta basin
acquisition with $690 million of cash proceeds from its revolver.
Post-acquisition, with a $1.3 billion elected commitment level, pro
forma year-end 2021 and the $200 million senior unsecured tack-on
in February 2022, Crescent's revolver is 80% drawn. Fitch expects
Crescent to explore equity, debt or a combination thereof financing
options to reduce its revolver draw over the short term. On April
8, 2022, Crescent filed a S-1 for a potential $75 million equity
offering that would be used to repay revolver debt.
Extensive Hedge Program: Crescent has approximately 60% of its 2022
oil and gas production hedged, providing relatively strong
visibility in cash flows. Its hedging program is more extensive
than typical comparable public E&Ps, particularly with its liquids
weighting. Crescent's hedge program extends into 2024 including
hedges on over 40% of 2023 Fitch forecast oil and gas production in
place. With 2022 weighted average WTI swaps and NYMEX of
approximately $64 of $2.78 respectively, Crescent's 2022 hedges are
expected to result in a realized hedge loss in excess of $500
million under Fitch's price deck for 2022. Downside risk is also
reduced by Crescent's dividend policy of 10% of EBITDAX. This
provides flexibility in distributions during weaker periods in the
commodity cycle, although it does so prior to capital spending, in
contrast to a more typical E&P variable distribution structures
that relate to FCF.
KKR Relationship: KKR & Co. Inc. (KKR), who owns approximately 17%
of Crescent's common shares, has a minimum three-year term
'Management Agreement' in place whereby among other services KKR
provides the executive management team for Crescent. The annual
cost to Crescent for this is captured in the company's G&A costs,
which inclusive this remain competitive on a per barrel basis at
approximately $1.50/boe.
DERIVATION SUMMARY
Crescent reported an average of 94mboepd in 2021. Annual production
inclusive of its 1Q22 Uinta basin acquisition is expected to
increase to approximately 140mboepd in 2022, making Crescent one of
the largest by production in the 'B' rating category. This compares
for 2021 roughly in line with SM Energy (B+/Stable; 141Mboepd),
above Matador Resources (B+/Stable, 86Mboepd) and Callon Petroleum
(B/Stable; 95.6Mboepd).
Crescent's production trails DJ Basin focused Civitas Resources,
Inc's, (BB-/Stable) pro its consolidation of Bonanza Creek,
Extraction and Crestone's operations of 159Mbopepd in 2021.
Crescent has accumulated its production in a manner that is more
agnostic to specific basins and has placed more priority on value.
As a result it does not have the same position concentration
benefits of peers that typically focus in one or two basins.
Crescent has a history of low leverage, which pro forma the Uinta
Basin transaction, the company expects to increase to approximately
1.4x with Fitch forecasting leverage to then decrease to around 1x
by year-end 2022. Strong commodity prices and a general
deleveraging trend for 'B' category rated peers that may have
historically had higher leverage levels than Crescent have made
year-end leverage forecasts comparable. Matador, SM and Earthstone
are forecast to end the year around 1x, with Callon around 1.5x and
'BB-' rated Civitas leverage around 0.5x.
In 2021, Crescent generated an unhedged cash netback of $22.5/boe.
This falls materially below the peer group of Matador, SM, and
Callon, which generated netbacks of $38.9/boe, $35.5/boe and
$30.7/boe respectively. This 'B' category peer group are more
Permian focused and oil weighted than Crescent, which generally
provides a strong netback profile. Against higher rated multi-basin
peer Ovintiv (BBB-/Stable), which has a lower netback compared to
its own peer group but has a similar liquids cut (51%) and slightly
lower oil cut (26%) to Crescent, Crescent's netback is more in line
with its $21.1/boe.
KEY ASSUMPTIONS
-- WTI (USD/bbl) of $95 in 2022, $76 in 2023, $57 in 2024 and $50
in 2025 and longer-term;
-- Henry Hub natural gas (USD/mcf) of $4.25 in 2021, $3.25 in
2023, $2.75 in 2024, $2.50 in 2024 and longer-term;
-- NGL realizations as a percentage of WTI moderate from 2021
realized percentage during the forecast period;
-- Dividend policy of 10% EBITDAX in effect through forecast;
-- No equity buybacks of offerings during forecast;
-- Capital allocation to Rockies and Eagle Ford results in
increasing portion of production mix during the forecast
period.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Improvement in netbacks towards median peer levels;
-- Profitability reflected by visibility on through the cycle FFO
in excess of $900 million;
-- Material trend of decrease in non-operated position as
percentage of total production;
-- Reduced reliance on revolver while maintaining financial
flexibility;
-- Mid-cycle total debt /EBITDA sustained below 1.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Sustained revolver utilization over 65% or a material
deviation from stated conservative financial policies;
-- A shift to negative FCF;
-- Mid-cycle total debt /EBITDA sustained over 2.0x;
-- Evidence KKR is utilizing its voting position to influence
governance in a credit unfriendly manner.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
High Revolver Reliance: YE 2021 Crescent had $543 million
outstanding on the revolving facility and $20.7 million letters of
credit. Pro forma the $200 million of additional senior unsecured
7.25% notes issued in 1Q22, which were applied to reduce RBL drawn
and the $690 million cash paid to close the Uinta transaction,
Crescent's outstanding RBL draw increased to $1.035 billion. With a
$1.3 billion revolving facility commitment, Crescent has
approximately $265 million remaining in available draw. Further
supporting liquidity is available cash of $129 million at year end
2021 and strong FCF expectations in 2022.
On April 8, 2022, Crescent filled a S-1 for a potential $75 million
equity issuance. If this issuance occurs, proceeds are to be
utilized to reduce RBL draw.
Crescent has no near-term refinancing risk as its RBL matures in
2025 and its $700 million senior unsecured notes mature in 2026.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that Crescent would be reorganized as
a going concern (GC) in bankruptcy rather than liquidated.
We have assumed a 10% administrative claim and a 90% draw on the
RBL facility reflecting the high revolver utilization rate proforma
the Uinta basin acquisition closed on March 30, 2022.
Going-Concern (GC) Approach
Crescent's GC EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level upon which Fitch
bases the enterprise valuation.
Crescent's bankruptcy scenario considers a weakened oil and gas
environment, resulting in reduced operational and financial
flexibility, which is in line with Fitch's stress case assumptions.
Fitch believes the lower price environment pressures liquidity and
consequently results in a lower capital program to maintain
production and manage negative FCF.
The GC EBITDA assumption reflects the stress case EBITDA in the
latter years of the forecast, when commodity prices start to move
towards mid-cycle conditions. Fitch stress case price deck includes
WTI of $32 in 2024, $42 in 2025 and $45 longer-term;
An EV multiple of 3.5x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
-- The historical bankruptcy case study exit multiples for peer
companies ranged from 2.8x-7.0x, with an average of 5.2x and a
median of 5.4x;
-- The multiple is in line with 'B' category rated comps
Earthstone Energy, Callon Petroleum, Ranger Resources and
Matador Petroleum and slightly above SM Resources (3.25x) and
Great Western Resources (3x).
Liquidation Approach
The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in a sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors.
In assigning the value for Crescent's assets, Fitch considered
Crescent's PV10 value adjusted for a lower-price environment and a
blend of comparable M&A multiples by basin reflecting Crescent's
footprint for production per flowing barrel, value per acre and
value per drilling location within Crescent's asset base. In the
Uinta basin where there is little recent M&A outside of Crescent's
acquisition, Crescent acquisition was used adjusted for a weaker
price environment.
The RBL assumption is to be 90% drawn. Although the current draw
pro forma the Uinta transaction is approximately 80%, in the short
term Crescent will likely seek financing to reduce it. The company
has prepared for a $75 million equity offering with proceeds used
to repay revolver debt in conjunction with FCF visibility to reduce
revolver drawings.
Under the waterfall allocation, the First Lien RBL, 90% drawn, has
an 'RR1' Recovery Rating and is notched up three levels to 'BB+'
from the IDR. Crescent's senior unsecured notes have an 'RR3'
Recovery Rating and are notched up one level from the IDR.
ISSUER PROFILE
Crescent is a public (NYSE: CRGY) E&P company with midpoint 2022
production guidance of 141Mboepd (about 58% liquids). Approximately
two-thirds of its expected 2022 production is within the DJ Basin,
Uinta Basin and Eagle Ford trend. The remainder of its production
consists of smaller U.S. onshore positions.
ESG CONSIDERATIONS
Crescent has an ESG Relevance Score of '4' for Governance Structure
as KKR affiliates own all of Crescent's non-economic preferred
share class. These shares have enhanced voting rights that provide
KKR the ability to appoint the entire board of directors at their
discretion. This has a negative impact on the credit profile and is
relevant to the rating in conjunction with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
CRYPTO CO: Borrows $1 Million From AJB Capital
----------------------------------------------
The Crypto Company borrowed funds pursuant to the terms of a
Securities Purchase Agreement entered into with AJB Capital
Investments, LLC, and issued a Promissory Note in the principal
amount of $1,000,000 to AJB in a private transaction for a purchase
price of $900,000 (giving effect to a 10% original issue discount).
In connection with the sale of the AJB Note, the Company also paid
certain fees and due diligence costs of AJB and brokerage fees to
J.H. Darbie & Co., a registered broker-dealer.
At the closing the Company repaid all obligations owed to AJB
pursuant to a 10% promissory note in the principal amount of
$750,000 issued in favor of AJB in January 2022. As a result, the
January 2022 Note is satisfied in full and was terminated. After
the repayment of the January 2022 Note, and after payment of the
fees and costs, the net proceeds from the issuance of the AJB Note
are expected to be utilized for working capital and other general
corporate purposes.
The maturity date of the ABJ Note is Nov. 3, 2022, but it may be
extended by the Company for six months with the interest rate to
increase during the extension period. The AJB Note bears interest
at 10% per year, and principal and accrued interest is due on the
maturity date. The Company may prepay the AJB Note at any time
without penalty. Under the terms of the AJB Note, the Company may
not sell a significant portion of its assets without the approval
of AJB, may not issue additional debt that is not subordinate to
AJB, must comply with the Company's reporting requirements under
the Securities Exchange Act of 1934, and must maintain the listing
of the Company's common stock on the OTC Market or other exchange,
among other restrictions and requirements. The Company's failure
to make required payments under the AJB Note or to comply with any
of these covenants, among other matters, would constitute an event
of default. Upon an event of default under the AJB SPA or AJB
Note, the AJB Note will bear interest at 18%, AJB may immediately
accelerate the AJB Note due date, AJB may convert the amount
outstanding under the AJB Note into shares of Company common stock
at a discount to the market price of the stock, and AJB will be
entitled to its costs of collection, among other penalties and
remedies.
The Company provided various representations, warranties, and
covenants to AJB in the AJB SPA. The Company's breach of any
representation or warranty, or failure to comply with the covenants
would constitute an event of default. Also pursuant to the AJB
SPA, the Company paid AJB a commitment fee of 370,370 unregistered
shares of the Company's common stock. If, after the sixth month
anniversary of closing and before the thirty-sixth month
anniversary of closing, AJB has been unable to sell the commitment
fee shares for $700,000, then the Company may be required to issue
additional shares or pay cash in the amount of the shortfall.
However, if the Company pays the AJB Note off before Nov. 3, 2022,
then the Company may redeem 185,185 of the commitment fee shares
for one dollar. Pursuant to the AJB SPA, the Company also issued to
AJB a common stock purchase warrant to purchase 750,000 shares of
the Company's common stock for $5.25 per share. The warrant
expires on May 3, 2025. The warrant also includes various
covenants of the Company for the benefit of the warrant holder and
includes a beneficial ownership limitation on the holder that, in
certain circumstances, may serve to restrict the holder's right to
exercise the warrant. The Company also entered into a Security
Agreement with AJB pursuant to which the Company granted to AJB a
security interest in substantially all of the Company's assets to
secure the Company's obligations under the AJB SPA, AJB Note and
warrant.
About Crypto Company
Malibu, CA-based The Crypto Company -- www.thecryptocompany.com --
is in engaged in the business of providing consulting services and
education for distributed ledger technologies, for the building of
technological infrastructure, and enterprise blockchain technology
solutions.
Crypto Company reported a net loss of $785,630 for the 12 months
ended Dec. 31, 2021, compared to a net loss of $2.82 million for
the 12 months ended Dec. 31, 2020. As of Dec. 31, 2021, the
Company had $1.52 million in total assets, $2.54 million in total
liabilities, and a total stockholders' deficit of $1.02 million.
ECTOR COUNTY ENERGY: Wins Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Ector County Energy Center, LLC to use cash collateral on an
interim basis in accordance with the budget, with a 15% variance,
and provide adequate protection to the prepetition secured
lenders.
Credit Suisse AG, Cayman Islands, as administrative agent and as
collateral agent, holds an interest in the cash collateral on the
collective behalf of the Prepetition Secured Lenders.
ECEC is a party to (a) the Amended and Restated Credit and Guaranty
Agreement, dated as of August 22, 2019, by and among Invenergy
Thermal Operating I LLC, as borrower, the Debtor ECEC and certain
of its non-debtor affiliates, as Subsidiary Guarantors, each of the
banks and other financial institutions party thereto as Lenders,
the financial institutions from time to time parties thereto as
issuing banks in respect of Revolving Letters of Credit, and the
Agent, and (b) the other "Loan Documents", pursuant to which the
Prepetition Secured Lenders agreed to provide term loans and
revolving loans to, and to issue and/or participate in Revolving
Letters of Credit to and for the account of, ITOI.
The Debtor stipulates that ECEC secured its obligations to the
Prepetition Secured Lenders under the Credit Agreement through a
separately executed Pledge and Security Agreement dated August 28,
2018.
The Debtor stipulates that separately, the Prepetition Secured
Lenders have security interests in ITOI, ECEC and the Subsidiary
Guarantors' cash and cash equivalents generated from operation of
the ITOI Projects.
The Debtor stipulates that ECEC's obligations to the Prepetition
Secured Lenders as Subsidiary Guarantor are also secured by a deed
of trust granted on ECEC's owned real estate assets and
improvements and easement rights pertaining to the Power Plant
property in Ector County, Texas, through a Deed of Trust, Security
Agreement, Assignment of Leases and Rents, Financing Statement and
Fixture Filing, as amended on August 22, 2019, recorded by the
Agent with the Public Records Office of Ector County, Texas.
The Debtor agrees, acknowledges and stipulates for itself and its
estate that, under the Credit Agreement, as of the Petition Date:
(i) the Term Lenders hold (x) valid, enforceable, contingent and
liquidated guaranty claims against the Debtor for an aggregate
amount of no less than $337,319,921 (the Term Lender Guaranty
Claims), (y) a valid, enforceable and liquidated claim under the
Credit Agreement against the Debtor for $75,000,000 (the Ector
Prepayment Claim), and (z) other Obligations (as defined in the
Credit Agreement, together with the Term Guaranty Claims and the
Ector Prepayment Claim, and any additional interest, fees, costs
and expenses; and (ii) the Revolving Lenders hold valid,
enforceable, contingent and liquidated guaranty claims against the
Debtor under the Credit Agreement in connection with issued and
outstanding letters of credit, for an aggregate amount of no less
than $64,553,598.
The liens and security interests granted by the Debtor to secure
its obligations under the Credit Agreement, the Guaranty and any
other of the Loan Documents constitute valid, perfected,
unavoidable and enforceable first priority liens and secured
interests in all respects as to the Prepetition Collateral.
The Debtors' authorization to use cash collateral will terminate on
a date that is five business days following the Debtor's receipt
from the Agent (acting at the direction of the Requisite Consenting
Lenders) of a notice (which may be delivered via email by counsel,
such notice, the Termination Event Notice) of the occurrence of one
or more of the termination events, unless continued use of cash
collateral is extended or authorized by an order of the Court.
These events constitute a Termination Event:
a. A material breach by the Debtor of the provisions of the
Plan Support Agreement including, but not limited to, a failure to
meet one or more of the Milestones set forth therein;
b. The termination of the Plan Support Agreement by the Debtor
or the Requisite Consenting Lenders (as defined in the Plan Support
Agreement) in accordance with the terms thereof or the Plan Support
Agreement otherwise ceases to be in full force and effect;
c. (i) The failure of the Debtor to make any payment or
reimbursement to the Agent or the Ad Hoc Group as and when such
payment or reimbursement becomes due; or (ii) the Court's entry of
an order avoiding, disgorging, or requiring repayment of any
portion of any payment or reimbursement made by the Debtor to the
Agent or the Ad Hoc Group, in each case, unless such fees are
either voluntarily reduced by Agent or the Ad Hoc Group or
disallowed by the Court;
d. The failure of the Debtor to maintain the cash collateral
in the same accounts in which all such cash and cash equivalents
were held as of the Petition Date, except to the extent disbursed
in accordance with the provisions of the Order, and except to the
extent provided for in any other order entered by the Court,
including any order allowing for the continued use of the Debtor's
cash management system;
e. The expenditure by the Debtor of cash collateral for
purposes not set forth in the Budget or in amounts that exceed the
Permitted Variance;
f. A Final Order relating to the Debtor's use of cash
collateral will not have been entered that is in form and substance
acceptable to the Requisite Consenting Lenders on or before June 3,
2022;
g. An order is entered relating to the use of cash collateral
or adequate protection to any party that is not acceptable in all
respects to the Agent and Requisite Consenting Lenders;
h. An order is entered by the Court (or the Debtor seeks an
order) granting any party other than the Agent for the benefit of
the Prepetition Secured Lenders, or any party other than the Agent
for the benefit of the Prepetition Secured Lenders otherwise
obtains, a lien on the Prepetition Collateral or the Adequate
Protection Collateral, or otherwise having a claim against or
recourse to, in each case except as arising under applicable state
law, the Debtor, the Prepetition Collateral, or the Adequate
Protection Collateral, in each case without the consent of the
Requisite Consenting Lenders, that was not held by such party prior
to the Petition Date and that is senior to or of equal priority
with the liens held by, or granted therein to, the Agent for the
benefit of the Prepetition Secured Lenders, with the exception of
any relief granted in connection with any DIP Financing or as
otherwise agreed to by the Requisite Consenting Lenders, in writing
(which writing may be delivered via email by counsel);
i. (i) The Court grants any application by any party (other
than the Prepetition Secured Parties) seeking allowance or payment
of any claim on a superpriority administrative claim basis pari
passu with, or senior to, the Adequate Protection Superpriority
Claims other than as expressly permitted by this Second Interim
Order or any DIP Financing Order; or (ii) the filing by the Debtor
of a motion seeking any such superpriority administrative claims
other than as expressly permitted under the Second Interim Order or
any DIP Financing Order or as otherwise agreed to by the Requisite
Consenting Lenders, in writing (which writing may be delivered via
email by counsel);
j. The Second Interim Order ceases to be in full force and
effect for any reason or an order is entered (or the Debtor seeks
an order) reversing, amending, supplementing, staying, vacating or
otherwise modifying this Second Interim Order without the prior
written consent of the Agent (acting at the direction of the
Requisite Consenting Lenders);
k. Subject to the terms of the order approving a sale of
substantially all of the Debtor's assets as described in the Sale
Motion, (i) any Adequate Protection Liens or Adequate Protection
Superpriority Claims held by or granted to the Prepetition Secured
Parties, as applicable, ceases to be valid, perfected and
enforceable in all respects, or the Debtor asserts the invalidity,
non-perfection or unenforceability of; or (ii) purports to revoke,
terminate or rescind, any of the Adequate Protection Liens or the
Adequate Protection Superpriority Claims;
l. A filing by the Debtor of any motion, pleading, application
or adversary proceeding challenging the validity, enforceability,
perfection or priority of the liens securing the Prepetition
Obligations or asserting any other cause of action against and/or
with respect to the Prepetition Obligations, the Prepetition
Collateral or any of the Prepetition Secured Parties (in their
capacity as such) (or if the Debtor supports or fails to contest
any such motion, pleading, application or adversary proceeding
commenced by any third party);
m. Subject to the terms of the Sale Order, any lien purported
to be created under the Prepetition Loan Documents will cease to be
a valid and perfected lien, with the priority set forth in the
Second Interim Order; and
n. Relief from stay will have been granted in the Chapter 11
Case for the purpose of any creditor exercising post-default
secured party rights, including, but not limited to, rights of
foreclosure, upon any of the Prepetition Collateral;
o. There will have occurred an Event of Default under any DIP
Financing (as described in any motion seeking approval of DIP
Financing);
p. The Chapter 11 Case is dismissed or converted to a chapter
7 case, a chapter 11 trustee or an examiner with expanded powers
pursuant to section 1106(b) is appointed in the Chapter 11 Case,
the Court abstains from hearing the Chapter 11 Case, or the Debtor
files a motion or other pleading with the Court seeking any of the
foregoing relief;
q. The Debtor will file a motion seeking, or the Court will
enter, an order authorizing the sale of all or any portion of the
Debtor's assets, or the Debtor will sell all or any portion of its
assets outside the ordinary course of business, except as
contemplated in the Sale Motion, unless such order or sale is
consented to by the Requisite Consenting Lenders;
r. An order is entered by the Court terminating, shortening,
or otherwise modifying (except for extending the period for) the
exclusive right of the Debtor to file a chapter 11 plan pursuant to
section 1121 of the Bankruptcy Code without the prior written
consent of the Requisite Consenting Lenders;
s. The entry of an order in the Chapter 11 Case charging any
of the Prepetition Collateral or Adequate Protection Collateral of
the Prepetition Secured Parties under sections 506(c) or 552(b) of
the Bankruptcy Code against any of the Prepetition Secured Parties
under which any person takes action against such collateral or that
becomes a final non-appealable order (or any order requiring any of
the Prepetition Secured Parties to be subject to the equitable
doctrine of "marshaling");
t. Subject only to and effective upon entry of the Final
Order, the commencement of litigation against the Prepetition
Secured Lenders by the Debtor or any party in interest in the
Chapter 11 Case, other than to enforce the terms of the Plan
Support Agreement or the Second Interim Order or the Final Order;
or
u. The Debtor fails to comply with any other provision of the
Second Interim Order.
As adequate protection for the use of cash collateral, the
Prepetition Secured Lenders are granted continuing, valid, binding
and enforceable, fully perfected, non-avoidable additional and
replacement security interest in and first priority and senior
liens on, and security interests in, all of the Debtor's assets to
the same extent, priority and enforceability held by the Agent for
the benefit of the Prepetition Secured Lenders as of the Petition
Date. The Adequate Protection Liens will be deemed legal, valid,
binding, enforceable, and perfected liens, not subject to
subordination, impairment, or avoidance, for all purposes in the
Chapter 11 Case and any Successor Cases.
The Prepetition Secured Parties are each granted an allowed senior
administrative expense claim against the Debtor with priority over
any and all administrative expenses against the Debtor of the kind
specified in 503(b) and 507(b) of the Bankruptcy Code now existing
or hereafter arising, in an amount equal to such Prepetition
Secured Parties' claims for the Diminution in Value, payable from
all Adequate Protection Collateral, each of which will be pari
passu with the other; provided that the Superpriority Claims will
be (x) subject only to the Carve-Out and (y) subordinate only to
any DIP Lender's claim under any DIP Financing approved by the
Court, as and to the extent provided in the Plan Support
Agreement.
The Carve-out consists of (i) all fees required to be paid to the
Clerk of the Court and all statutory fees payable to the United
States Trustee, pursuant to 28 U.S.C. section 1930(a)(6), plus
interest at the statutory rate, (ii) all reasonable fees incurred
by a trustee under section 726(b) of the Bankruptcy Code in an
amount not to exceed $50,000, (iii) to the extent allowed at any
time, whether by interim or final compensation order, procedural
order or any other order of the Bankruptcy Court, all unpaid fees,
costs, and expenses incurred or accrued by persons or firms
retained by the Debtor pursuant to section 327 or 363 of the
Bankruptcy Code and any Committee in the Chapter 11 Case pursuant
to section 1103 of the Bankruptcy Code at any time before or on the
first business day following a delivery by the Agent (acting of a
Carve-Out Trigger Notice, whether allowed by the Court prior to or
after delivery of a Carve Out Trigger Notice, plus (iv) Allowed
Professional Fees of Professional Persons in an aggregate amount
not to exceed $1 million plus the success fee (if earned) by
Perella Weinberg Partners LP/Tudor Pickering Holt & Co in
connection with the sale process, provided that except for the PWP
Success Fee, no success, completion or similar fees will be payable
from the Carve-Out, incurred after the first business day following
delivery by the Agent of a Carve-Out Trigger Notice, to the extent
allowed at any time, whether by interim or final compensation
order, procedural order, or any other order of the Bankruptcy
Court.
The final hearing on the matter is scheduled for May 31, 2022 at 11
a.m.
A copy of the order is available at https://bit.ly/3P92TfG from
PacerMonitor.com.
About Ector County Energy Center
Ector County Energy Center, LLC owns and operates a 330 MW natural
gas-fired power generating facility located in Ector County,
Texas.
Ector County Energy Center sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 22-10320) on April 11, 2022. In the
petition signed by CRO John D. Baumgartner, the Debtor estimated
assets between $50 million and $100 million and estimated
liabilities between $500 million and $1 billion.
Judge John T. Dorsey oversees the case.
The Debtor tapped Holland & Knight, LLP as lead bankruptcy counsel;
Polsinelli, PC as local counsel; Locke Lord, LLP and Crowell &
Moring, LLP as special counsels; Perella Weinberg Partners, LP and
Tudor, Pickering, Holt & Co. as investment bankers; and Grant
Thornton, LLP as restructuring advisor. John Baumgartner, managing
director at Grant Thornton, serves as the Debtor's chief
restructuring officer. Donlin Recano & Company Inc. is the claims
agent.
ENACT HOLDINGS: Fitch Affirms 'BB+' Rating on Senior Unsecured Debt
-------------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB+' Insurer Financial Strength
(IFS) rating of Enact Holdings Inc's (Enact) lead insurance
subsidiary Enact Mortgage Insurance Corporation (EMICO). Fitch also
affirmed Enact's Long-Term Issuer Default Rating (IDR) at 'BBB- '
and senior unsecured debt at 'BB+'. The Rating Outlook is Stable.
KEY RATING DRIVERS
Moderate Company Profile: Enact is the fourth largest of the six
active USMIs based on Insurance in Force (IIF), with a 16.3% market
share, and the third largest based on statutory capital of $4.4
billion at YE 2021. Enact is one of four legacy USMIs that wrote
business prior to 2009. As a result, Enact has residual exposure to
mortgages written under the previous underwriting standards,
although this exposure is gradually diminishing. As of YE 2021,
vintage years 2020 and 2021 represented 71% of IIF.
Strong Capital Position: EMICO reported risk-adjusted capital,
based on the private mortgage insurer eligibility requirements
(PMIERs) coverage ratio, is strong for the rating level. PMIERS
increased to 165% at Dec. 31, 2021, up from 137% at YE 2020, driven
by growth in available assets and the completion of
insurance-linked notes transactions in 2021. Enact maintains a
conservative level of financial leverage of 15.5% at YE 2021.
Enact's risk-to-capital ratio was modest at 12.2x at YE 2021,
consistent with recent periods.
Financial Performance Improves: Enact's GAAP combined ratio dropped
to 38.0% in 2021 from 63.0% in 2020, as coronavirus-related
delinquencies declined following increased losses in 2020 from the
pandemic, as unemployment rose and borrowers took advantage of
forbearance programs. The percentage of loans in default on primary
mortgage insurance declined to 2.65% at Dec. 31, 2021 from 4.86% at
Dec. 31, 2020. This level is approaching the pre-pandemic 1.78%
rate at March 31, 2020.
Diminishing Pre-2009 Reserves: The amount of pre-2009 policies
still in force for Enact are reduced every year, making up just 3%
of risk-in-force (RIF) at YE 2021, but represents 24% of total
reserves, including 22% from vintage years 2005-2008. The 10.23%
current delinquency rate on 2005-2008 policies compares to 2.65%
for the entire portfolio.
Parent Considerations: Enact's standalone credit profile is
'BBB+'/Stable. Enact's ultimate parent, Genworth Financial, Inc, is
expected to maintain ownership interest of at least 80% of Enact.
Genworth has a significantly weaker credit profile than Enact.
Fitch believes the partial IPO, commitments to an independent
board, capital committee and chairperson, and commitment to strong
PMIERs compliance, represent a substantial decoupling of Enact from
Genworth. The majority ownership of Enact by Genworth is considered
neutral to the company's ratings.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A decline in company profile score to below 'bbb';
-- A decline in capital strength, such as a decline in the
reported PMIERs coverage ratio to consistently below 130%, or
an indication that holding company capital is not available to
support the insurance entities, could result in a lower
rating;
-- Adverse actions taken by Genworth Financial to either remove
capital or diminish earnings capacity could result in a
negative ownership pressure on the ratings.
-- Due to its monoline nature, any strongly negative event for
the mortgage insurance industry that results in a lower
industry profile and operating environment (IPOE) score;
-- Stagnation or deterioration in statutory or cash coverage
could result in a lower rating.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- An improvement in company profile score to 'a-';
-- Consistently maintaining PMIERs coverage ratio above 150%;
-- An improvement in financial flexibility and debt service
coverage metrics;
-- Due to its monoline nature, any strongly positive event for
the mortgage insurance industry that results in a higher IPOE
score.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
ENDO INTERNATIONAL: Acquires Six Product Candidates From Nevakar
----------------------------------------------------------------
Endo International plc's subsidiary Endo Ventures Limited acquired
six development-stage, ready-to-use injectable product candidates
from Nevakar Injectables Inc., a subsidiary of Nevakar, Inc.
"These six product candidates that would be used in critical care
settings meaningfully expand Endo's ready-to-use injectable product
pipeline," said Scott Sims, senior vice president and general
manager, Injectable Solutions & Generics at Endo. "We look forward
to further developing and bringing these durable and differentiated
products to market -- and to the healthcare providers and patients
who need them."
The product candidates are in various stages of development, with
the first launch expected in 2025. With the acquisition, Endo
controls all remaining development, approval, launch and
commercialization activities for these product candidates. Endo's
Par Sterile Products business will commercialize the products in
the United States.
Under the terms of the agreement, EVL purchased the six product
candidates from Nevakar Injectables for a one-time payment of $35
million. The one-time payment is expected to be expensed
immediately in the second quarter as acquired in-process research
and development costs. This acquisition is separate from Endo's
previously announced exclusive licensing agreement with Nevakar.
Ready-to-use, or RTU, products help streamline operations for
hospitals by eliminating the need to prepare or transfer the
product before patient administration. This may reduce waste and
costs, optimize convenience and workflow and reduce the chance for
preparation error—all of which support quality patient care.
About Endo International plc
Endo International plc -- www.endo.com -- is a holding company that
conducts business through its operating subsidiaries. The
Company's focus is on pharmaceutical products and it targets areas
where it believes it can build leading positions.
Endo International reported a net loss of $613.24 million for the
year ended Dec. 31, 2021. As of Dec. 31, 2021, the Company had
$8.77 billion in total assets, $1.63 billion in total current
liabilities, $21.63 million in deferred income taxes, $8.05 billion
in long-term debt (less current portion), $33.73 million in
operating lease liabilities (less current portion), $277.10 million
in other liabilities, and a total shareholders' deficit of $1.24
billion.
* * *
As reported by the TCR on Sept. 6, 2021, S&P Global Ratings lowered
its long-term issuer credit rating on Endo International PLC to
'CCC+' from 'B-' and removed the rating from CreditWatch, where S&P
placed it with negative implications on Aug. 25, 2021. The outlook
is negative. The negative outlook reflects the potential for an
event of default within the next 12 months stemming from
opioid-related litigation or the possibility of a distressed
exchange.
EXPEDITION INDUSTRIES: Case Summary & Four Unsecured Creditors
--------------------------------------------------------------
Debtor: Expedition Industries, Inc.
14561 Leffingwell Rd.
Whittier, CA 90604
Case No.: 22-12653
Chapter 11 Petition Date: May 10, 2022
Court: United States Bankruptcy Court
Central District of California
Judge: Hon. Julia W. Brand
Debtor's Counsel: Jeffrey S. Benice, Esq.
BENICE LAW, APLC
3080 Bristol St., Ste. 630
Costa Mesa, CA 92626
Tel: (714) 641-3600
Fax: (714) 641-3604
Email: jsb@jeffreybenice.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kristyn Plata, owner and president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/XNNMJXA/Expedition_Industries_Inc__cacbke-22-12653__0001.0.pdf?mcid=tGE4TAMA
EXWORKS CAPITAL: Seeks to Hire Baker & Hostetler as Legal Counsel
-----------------------------------------------------------------
Exworks Capital, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to employ Baker & Hostetler, LLP to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. advising the Debtor of its rights and obligations with
respect to its various business arrangements and the impact of the
bankruptcy filing;
b. advising the Debtor with respect to, and assisting in the
negotiation and documentation of, forbearance agreements,
settlement agreements, and related transactions with service
providers;
c. reviewing the nature and validity of any claims asserted
against the Debtor's property and advising the Debtor concerning
the enforceability of such claims;
d. advising the Debtor concerning corporate matters; and
e. serving as counsel to the Debtor with respect to certain
investigatory and litigation matters initiated or ongoing in
connection with the case.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Partners $640 to $765 per hour
Associates $335 to $640 per hour
Paralegals $250 to $320 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
The retainer fee is $200,000.
Michael VanNiel, Esq., a partner at Baker & Hostetler, 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:
Michael A. VanNiel, Esq.
Baker & Hostetler LLP
1201 N. Market Street, Suite 1402
Wilmington, DE 19801
Tel: (302) 468-7088
Email: mvanniel@bakerlaw.com
About Exworks Capital
ExWorks Capital, LLC, a company engaged in financial investment
activities, filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Del. Case No. 22-10213) on March 14,
2022, listing up to $500,000 million in assets and up to $10
million in liabilities. David M. Klauder serves as Subchapter V
trustee.
Judge Brendan Linehan Shannon oversees the case.
The Debtor tapped Baker & Hostetler, LLP as bankruptcy counsel and
King & Spalding, LLP as special counsel.
FIENI ENTERPRISES: Taps Gellert Scali Busenkell & Brown as Counsel
------------------------------------------------------------------
Fieni Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Gellert Scali
Busenkell & Brown, LLC to serve as legal counsel in its Chapter 11
case.
The firm's services include:
a. advising the Debtor and preparing all necessary documents
regarding debt restructuring, bankruptcy and asset dispositions;
b. taking all necessary actions to protect and preserve the
Debtor's estate during the pendency of the case, including the
prosecution of actions by the Debtor, the defense of actions
commenced against the Debtor, negotiations concerning litigation in
which the Debtor is involved and objecting to claims filed against
the estate;
c. preparing legal papers;
d. advising the Debtor regarding its rights and obligations;
e. appearing in court; and
f. performing all other necessary legal services for the
Debtor.
The hourly rates charged by the firm's attorneys and
paraprofessionals are as follows:
Charles J. Brown, III $425 per hour
Associates/Of Counsel $250 to $425 per hour
Paraprofessionals $105 to 210 per hour
The firm will also seek reimbursement for out-of-pocket expenses
incurred.
The retainer fee is $10,000.
Charles Brown, III, Esq., a partner at Gellert, 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:
Charles J. Brown, III, Esq.
Gellert Scali Busenkell & Brown, LLC
1201 N. Orange Street, Suite 300
Wilmington, DE 19801
Tel: (302) 425-5800
Email: cbrown@gsbblaw.com
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.
FIRST TO THE FINISH: Wins Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Illinois
authorized Michael E. Collins, Chapter 11 Trustee for First to the
Finish Kim and Mike Viano Sports Inc., to use cash collateral on an
interim basis.
The Trustee requires the use of cash collateral to minimize the
disruption of the Debtor's business, operate the business in an
orderly manner, maintain business relationships with vendors,
suppliers, and customers, pay employees, and satisfy other
operational as well as working capital needs.
CNB Bank & Trust, N.A., Nike USA, Inc., and the Bank of Springfield
have asserted a perfected security interest in the Debtor's
bankruptcy estate.
Judge Laura K. Grandy approved the parties' stipulation, and
accordingly, authorized the Trustee to use the cash collateral for
the period through and including the termination date, solely in
accordance with the budget, with a 10% variance.
The termination date will be the earlier of (i) May 23, 2022 (ii)
the entry of an Order, on a "final" basis approving the Trustee's
use of cash collateral; (iii) five business days after notice by
any Secured Lender to the Trustee of any "Termination Event,"
unless within the five business day-period the Trustee has cured
the Termination Event or unless waived by that Secured Lender, (iv)
the date of the dismissal of the Debtor's bankruptcy case or the
conversion of the Debtor's bankruptcy case to a case under Chapter
7 of the Code, (v) the date a sale of substantially all of the
Estate's assets is consummated after being approved by the Court,
(vi) the effective date of any confirmed chapter 11 plan.
As adequate protection, the Secured Lenders will be granted access
to examine the books and records of the Debtors and take inventory
of the bankruptcy estate assets. In addition, the Secured Lenders
are granted valid and perfected security interests in and lies,
including replacement liens, on all property of the estate, to the
extent of diminution in value of the Secured Lenders' interest in
the prepetition collateral. The Secured Lenders will also have
administrative expense claims against the Debtor's estate.
As further adequate protection, the Chapter 11 Trustee will take
reasonable steps to preserve any and all rights of the Estate in
FTTF Health Supply, LLC from the sale of personal protective
equipment and related items; and seek documentation regarding any
receivables held by FTTF Health Supply, Inc. The Trustee will
provide a copy of any such documentation to the Secured Lenders.
The liens and claims granted to the Secured Lenders are subject to
the carve-out of up to $100,000 for fees owed to the U.S. Trustee;
and fees and expenses incurred by the Case Trustee, his
professionals, and the Debtor's professionals.
The Adequate Protection Liens and the 507(b) claims are valid,
perfected, enforceable, and effective as of the Petition Date
without the need for any further action by the Trustee, the Secured
Lenders, or the necessity of execution or filing of any instruments
or agreements.
A final telephonic hearing on the matter is scheduled for May 19 at
10 a.m.
A copy of the order and the Debtor's budget for the period from
March to May 2022 is available for free at https://bit.ly/396emfk
from PacerMonitor.com.
The Debtor projects $225,000 in budgeted cash receipts and $240,589
in total cash disbursements for May 2022.
About First to the Finish Kim
and Mike Viano Sports Inc.
First to the Finish Kim and Mike Viano Sports Inc. sells sporting
goods, hobbies, and musical instruments.
First to the Finish Kim and Mike Viano Sports filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ill. Case No. 20-30955) on October 7, 2020. The petition was
signed by Mike Viano, president. At the time of filing, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Laura K. Grandy oversees the case.
The Debtor is represented by Carmody MacDonald P.C.
The Chapter 11 Trustee, Michael E. Collins, is represented by
Manier & Herod, P.C.
CNB Bank & Trust, N.A., as secured lender, is represented by Silver
Lake Group, Ltd. Nike USA, Inc., also a secured lender, is
represented by A.M. Saccullo Legal, LLC.
FUELCELL ENERGY: Extends Term of ExxonMobil Agreement to Dec. 31
----------------------------------------------------------------
FuelCell Energy, Inc. has extended the term of its joint
development agreement with ExxonMobil Technology and Engineering
Company through Dec. 31, 2022. The agreement will enable the
companies to continue working to advance fuel cell carbon capture
and storage technology closer to commercialization and to explore
market applications with a focus on three areas:
1) Continue technology development to enhance understanding of
fuel cell operating envelope for various carbon capture
applications.
2) Complete technology readiness in support of a potential
deployment of the technology in a fuel cell module demonstration
for capturing carbon at an ExxonMobil facility.
3) Conduct a joint market study to define application
opportunities, commercialization strategies, and identify partners
for potential demonstration for industrial carbon capture
applications.
"Extending the scope of our long-standing agreement is evidence of
ExxonMobil and FuelCell Energy's joint desire to accelerate
commercial deployment of differentiated fuel cell carbon capture
technology," said Jason Few, CEO of FuelCell Energy. "We are
excited to build on the recent achievement of a key technical
milestone as we advance toward the goals of a carbon capture
demonstration and, ultimately, full scale deployment. We believe
carbon capture is an essential requirement toward achieving global
climate objectives."
"We are extending our agreement with FuelCell Energy to continue
joint development of a novel technology that may accelerate
deployment of carbon capture in industrial sectors," said Prasanna
Joshi, vice president of ExxonMobil Technology and Engineering
Company. "Carbonate fuel cell technology is part of our
lower-emissions research and development portfolio as we look to
identify commercially scalable technologies that can help reduce
greenhouse gas emissions from vital sectors of the economy in
support of a net-zero future."
About FuelCell Energy
Headquartered in Danbury, Connecticut, FuelCell Energy, Inc. --
http://www.fuelcellenergy.com-- is a global developer of
distributed baseload power solutions through its proprietary fuel
cell technology. The Company targets large-scale power users with
its megawatt-class installations globally, and currently offer
sub-megawatt solutions for smaller power consumers in Europe. The
Company develops turn-key distributed power generation solutions
and operate and provide comprehensive service for the life of the
power plant.
FuelCell reported a net loss of $101.03 million for the year ended
Oct. 31, 2021, a net loss of $89.11 million for the year ended Oct.
31, 2020, a net loss of $77.57 million for the year ended Oct. 31,
2019, and a net loss of $47.33 million for the year ended Oct. 31,
2018. As of Jan. 31, 2022, the Company had $854.69 million in
total assets, $182.65 million in total liabilities, $59.86 million
in redeemable series B preferred stock, $15.45 million in
redeemable noncontrolling interests, and $596.74 million in total
equity.
GLEASON'S GYMNASTIC: Wins Cash Collateral Access Thru May 25
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Gleason's Gymnastic School, Inc. to use cash collateral on an
interim basis in accordance with the budget through May 25, 2022.
The American Express National Bank and U.S. Small Business
Administration assert an interest in the cash collateral.
The Debtor may use cash collateral to pay its ordinary and
necessary business and administrative expenses for the items set
forth in the budget to the Supplemental Separate Verification
Pursuant to Local Rule 4001-2(a) for the time period from May 11 to
May 20, except for variations attributable to expenditures
specifically authorized by Court Order.
As adequate protection, the Debtor will grant the Secured Parties
replacement liens, to the extent of the Debtor's use of cash
collateral, in post-petition inventory, accounts, equipment and
general tangibles, with such lien being of the same priority,
dignity and effect as their respective pre-petition liens. However,
such replacement liens will exclude all causes of action under
Chapter 5 of the Bankruptcy Code.
The Debtor will also afford the Secured Parties the right to
inspect the Debtor's books and records and the right to inspect and
appraise any part of their collateral at anytime during normal
operating hours upon reasonable notice to the Debtor and its
attorney.
A final hearing on the matter is scheduled for May 25 at 1 p.m.
A copy of the order is available at https://bit.ly/39J8Csh from
PacerMonitor.com.
About Gleason's Gymnastic School
Gleason's Gymnastic School, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 22-30690) on
May 2, 2022. At the time of filing, the Debtor was estimated to
have up to $1 million in both assets and liabilities.
Judge Katherine A. Constantine oversees the case.
The Debtor is represented by Thomas H. Olive Law, P.A.
GRASS ROOTS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Grass Roots I, LLC
2645 Outpost Drive
Los Angeles, CA 90068
Case No.: 22-12655
Chapter 11 Petition Date: May 11, 2022
Court: United States Bankruptcy Court
Central District of California
Judge: Hon. Sheri Bluebond
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
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Justin Miller as managing member.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/JEBFXYA/Grass_Roots_I_LLC__cacbke-22-12655__0001.0.pdf?mcid=tGE4TAMA
GREENPOINT ASSET: Plan Solicitation Period Extended to Aug. 17
--------------------------------------------------------------
Judge G. Michael Halfenger of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin extended to Aug. 17 the period for
Greenpoint Asset Management II, LLC to solicit acceptances for its
proposed Chapter 11 plan of reorganization.
Greenpoint filed its plan of reorganization and disclosure
statement on March 7. The date for the bankruptcy court's hearing
to consider approval of the disclosure statement has not yet been
set.
The disclosure statement may not be considered until after the
conclusion of the hearing to consider the proposed plan in the
related Chapter 11 case of Greenpoint Tactical Income Fund, LLC,
according to Greenpoint Asset Management's attorney, Jerome
Kerkman, Esq., at Kerkman & Dunn.
"The GPTIC confirmation hearing is beyond the control of the
[Greenpoint Asset Management]. It will not be able to obtain
acceptance of a plan within 180 days after the petition date in
order to maintain the exclusive period to propose and obtain
confirmation of a plan of reorganization," Mr. Kerkman said.
About Greenpoint Asset
Greenpoint Asset Management II, LLC is the managing member
Greenpoint Tactical Income Fund, LLC and GP Rare Earth Trading
Account, LLC. It is based in Oconomowoc, Wis.
Greenpoint filed a petition for Chapter 11 protection (Bankr. E.D.
Wis. Case No. 21-25900) on Nov. 11, 2021, listing $3,474,579 in
assets and $69,147,986 in liabilities. Michael G. Hull, manager,
signed the petition.
Judge G. Michael Halfenger oversees the case.
Jerome R. Kerkman, Esq., at Kerkman & Dunn and Kopecky Schumacher
Rosenburg, LLC serve as the Debtor's bankruptcy counsel and special
counsel, respectively. Armed Accountants, Inc. is the Debtor's
accountant.
The Debtor filed its plan of reorganization and disclosure
statement on March 7, 2022.
GWG HOLDINGS: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized GWG Holdings, Inc. and its
debtor-affiliates to, among other things, use cash collateral on an
interim basis and obtain postpetition financing in accordance with
the Debtors' stipulation with National Founders LP, the DIP
Lender.
The parties agreed to reset the final hearing on the DIP Motion
originally scheduled for May 23, 2022 at 1:30 p.m., to June 16 at 2
p.m. Objections are due June 9.
The Debtors will file a notice of the Final Order, which will
include forms of documentation in connection with the proposed
Transaction, at least 14 days in advance of the Final Hearing.
The Court said no other provisions of the Interim DIP Order will be
amended or modified, and the Interim DIP Order will remain in full
force and effect.
The Debtors are authorized to take all actions necessary to
effectuate the relief granted in the Stipulation and Agreed Order.
GWG Holdings and GWG Life, LLC, have requested that the Lenders
extend credit in the form of new-money loans in an aggregate
principal amount of up to $65,000,000 (plus any Discretionary DIP
Overadvance). The Loans have a stated maturity date of October 20,
2022.
In their 13-week DIP Cash Flow Forecast, through July 15, the
Debtors project $8.5 million in total operating disbursements.
A copy of the order is available at https://bit.ly/3M3qgFF from
PacerMonitor.com.
A copy of the DIP Agreement, including the Debtors' Initial Budget,
is available at https://bit.ly/3P8rOQu from PacerMonitor.com.
About GWG Holdings Inc.
Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH),
conducts its life insurance secondary market business through a
wholly-owned subsidiary, GWG Life, LLC and GWG Life's wholly-owned
subsidiaries.
GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 22-90032) on April 20, 2022.
In the petition filed by Murray Holland, as president and chief
executive officer, GWG Holdings estimated assets between $1 billion
and $10 billion and estimated liabilities between $1 billion and
$10 billion.
The case is assigned to Honorable Bankruptcy Judge Marvin Isgur.
Charles Stephen Kelley, of Mayer Brown LLP, is the Debtor's
counsel.
National Founders LP, as DIP Lender, is represented by:
Michael Fishel, Esq.
Sidley Austin LLP
1000 Louisiana St., Suite 5900
Houston, TX 77002
Tel: (713) 495-4500
Fax: (713) 495-7799
Email: mfishel@sidley.com
- and -
Matthew A. Clemente, Esq.
Sidley Austin LLP
1 S Dearborn St
Chicago, IL 60603
Tel: (312) 853-7000
Fax: (312) 853-7036
Email: mclemente@sidley.com
- and -
William E. Curtin, Esq.
Sidley Austin LLP
787 7th Ave
New York, NY 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
Email: wcurtin@sidley.com
HERITAGE PETROLEUM: Fitch Assigns 'BB' LT IDRs, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned Long-Term Foreign and Local Currency
Issuer Default Ratings of 'BB' to Heritage Petroleum Company
Limited (Heritage). The Rating Outlook is Stable. Fitch has also
assigned a 'BB' to the proposed senior secured notes issuance of up
to $700 million due 2033 that will be issued by Heritage but will
be fully guaranteed by Trinidad Petroleum Holdings Limited (TPHL)
and its wholly owned subsidiary, Paria Fuel Trading Company Limited
(Paria).
The rating of Heritage reflects its strategic importance to
Trinidad and Tobago. Heritage and its guarantors, TPHL and Paria,
play a key role in the government's oil and gas development plan,
and are a material source of government revenue and economic
development in the country.
Heritage is the largest producer of crude oil in the country
representing 58% of total volumes in 2021 and contributed nearly
3.5% of the country's revenue in 2020. Fitch expects average gross
leverage of 2.8x and an EBITDA-to-interest expense ratio averaging
3.3x times over the rated horizon.
KEY RATING DRIVERS
Strategic Importance for Trinidad and Tobago: Heritage is
strategically important for oil production in Trinidad and Tobago,
representing 58% of crude production in the country in 2021. Over
the rated horizon, total production is expected to grow from
45,400boed in 2022, increasing to 64,200boed in 2025. Further, the
government take (royalties, supplemental petroleum taxes, and cash
taxes) is estimated to average 18.60 per barrel over the rated
horizon. Heritage's pay-out was estimated to represent 3.5% of
total government revenues and 3.0% of GDP in 2021. The government
has demonstrated a willingness to support Heritage by waiving its
supplemental petroleum tax for a period of two years beginning in
June 2019.
Stable Production Profile: Heritage's production is estimated to
average 53,100boed, of which oil is expected to average 47,500boed
between 2022 through 2025. Heritage's production profile is
consistent with the 'b' rating category, which is average daily
production that is less than 75,000boed. The company has a strong
1P reserve life of 8.3 years and PDP reserve life of 5.9 years. Oil
production is expected to represent on average 89% of total
production. In 2021, 21% of production was from onshore assets, 34%
from offshore and the remaining 45% was from joint ventures.
High Cost of Production due to Government Take: Fitch estimates
Heritage's half-cycle cost of production were $24.3boe in 2021 and
full-cycle cost of production were $30.1boe. Government take was
estimated to be $11.9boe in 2021 resulting in a post-tax full-cycle
cost of production of $42.0boe. The estimated netback is $27.7boe
with a realized crude price of $57.8bbl in 2021 (USD62.15 for
Brent, reflecting a USD4.35 discount for Molo, which is medium sour
crude with an API gravity of ~30).
Manageable Leverage profile: Fitch expects Heritage's gross
leverage, defined as total debt to EBITDA, to be 2.2x in 2022 and
to average 3.0x between 2023 through 2025. Net debt is expected to
be 1.6x in 2022 and be around 2.0x over the rated horizon. Total
debt to 1P is estimated to be $7.36boe and total debt to PDP at
$10.44boe in 2022. The rating case is assuming an annual interest
expense of 7.3% per annum and average annual amortizations of $40
million per annum from its term loan. On average, EBITDA will cover
debt service (amortizing debt and interest expense) on average by
2.3x between 2022 and 2025.
On a consolidated basis, when considering the guarantees of Paria
Fuel Trading Company and TPHL, Fitch estimates consolidated debt at
TPHL, the ultimate parent, will be $1,492 million, with a
consolidated EBITDA, which includes Heritage and Paria, of $612
million, resulting in a proforma consolidated debt to EBITDA of
2.4x in 2022. Within the consolidated debt figure, Fitch is
including the $402 million at the legacy Petrotrin subsidiary,
which Fitch understands is fully guaranteed by the government of
Trinidad and Tobago.
DERIVATION SUMMARY
Heritage Petroleum Company Limited compares best to other rated
government-related entities (GREs) in the region including
Ecopetrol (BB+/Stable), Pemex (BB-/Stable), Petrobras
(BB-/Negative), and YPF (CCC).
Heritage's production is concentrated in oil. Its total production
in 2021 represented 58% of total oil production in the country.
This compares favorably to Pemex whose oil production is 70% of the
total countries output, Ecopetrol at 85%, Petrobras at 95% and YPF
at 25%. Heritage and its GRE peers are all deemed to be
strategically important for the energy security of their respective
countries.
Heritage half-cycle and full-cycle cost of production compares
favorably to peers. For 2021, Fitch estimates its half-cycle cost
was $24.3boe and full cycle cost was $30.1.9bbl, assuming the pro
forma debt restructuring. This compares closest to Pemex whose 2021
half-cycle cost was $28.3boe and full-cycle was $43.3boe.
Ecopetrol's was estimated to be $21.6boe and $36.6boe, Petrobras at
$17.3boe and $31.4boe, and YPF at $46.2boe and $61.1boe in 2020.
Heritage has a high government take estimated to be $11.9boe in
2021, lower than Pemex at $28.8boe.
Heritage's has a stable reserve profile with a 1P reserve life of
7.3 years reported in 2021, which is higher than YPF's at 6.7
years, in line with Ecopetrol at 7.5 years but lower than Petrobras
at 9.8 years and Pemex at 8.4 years. Heritage's pro-forma gross
leverage, defined as total debt to EBITDA is expected to be 2.2x in
2022, and its total debt to PDP is expected to be $8.59boe and
total debt to 1P at $7.39boe in 2022. This compares well to Pemex
at 4.7x in 2021 and $24.9boe per PDP and $15.5boe per 1P.
Ecopetrol's leverage was 2.4x and $12.5boe and $9.2boe, Petrobras
at 0.8x and $5.6boe and $3.7boe and YPF at 2.3x and $11.3boe and
$6.5boe.
KEY ASSUMPTIONS
-- Fitch's price deck for Brent of $100bbl in 2022, $80bbl in
2023 and $53 long term;
-- Realized Brent price $5.0 bbl discount to Fitch's price deck;
-- Average oil production of 53,100bbld between 2022 through
2025;
-- Production cost of $30.0 bbl between 2022 through 2025;
-- Royalties of 12.5% per bbl over the rated horizon;
-- Supplemental petroleum tax (SPT) of 13% per bbl over the rated
horizon;
-- Production tax of $1.20bbl over the rated horizon;
-- SG&A of $1.5bbl over the rated horizon;
-- Effective cash tax rate of 30%;
-- Capex budget of $500 million over the rated horizon, an
average of $125 million per annum;
-- Reserve replacement ratio of 105%.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Material improvement in the country's overall economic
condition.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A deterioration of Heritage's financial flexibility, coupled
with government inaction to support liquidity, potentially
resulting from continued negative FCF or a material reduction
of the company's cash on hand, credit facilities and
restricted capital markets access;
-- A debt service coverage ratio below 1.5x on a sustained basis.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate liquidity: Heritage reported USD282 million in cash as of
Dec. 31, 2021. Fitch estimates its YE 2022 cash balance will be
USD300 million, assuming the company will raise $1,080 million in
financing as part of the transfer of debt from TPHL to Heritage.
Over the rated horizon, the company is expected to be free cash
flow neutral, but the rating case estimates the company will have
adequate liquidity over the rated horizon.
ISSUER PROFILE
Heritage is the largest crude oil producer in Trinidad and Tobago,
accounting for roughly 70% of total oil production in the country.
ESG CONSIDERATIONS
Heritage Petroleum Company Limited has an ESG Relevance Score of
'4' for Governance Structure due to its nature as a majority
government-owned entity and the inherent governance risk that
arises with a dominant state shareholder, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
HOBBS INVESTMENT: Taps Allen Barnes & Jones as Legal Counsel
------------------------------------------------------------
Hobbs Investment Properties, LLC received approval from the U.S.
Bankruptcy Court for the District of Arizona to employ Allen Barnes
& Jones, PLC to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
reorganization;
b. negotiating with secured and unsecured creditors;
c. representing the Debtor at hearings set by the court in the
bankruptcy case; and
d. preparing reports and legal papers necessary for the Debtor's
reorganization.
The hourly rates charged by the firm for its services are as
follows:
Thomas H. Allen, Member $485 per hour
Hilary L. Barnes, Member $450 per hour
Michael A. Jones, Member $450 per hour
Philip J. Giles, Member $360 per hour
David B. Nelson, Associate $315 per hour
Legal Assistants and Law Clerks $175 to 205 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
The Debtor paid the firm a retainer in the amount of $18,738.
Thomas Allen, Esq., a partner at Allen Barnes & Jones, 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:
Thomas H. Allen, Esq.
David B. Nelson, Esq.
Allen Barnes & Jones, PLC
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Tel: (602) 256-6000
Fax: (602) 252-4712
Email: tallen@allenbarneslaw.com
dnelson@allenbarneslaw.com
About Hobbs Investment Properties
Hobbs Investment Properties, LLC is a single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)). It owns real
property located at 3846 E. Illini St., Phoenix, Ariz., valued at
$2.4 million.
Hobbs Investment Properties filed its voluntary petition for
Chapter 11 protection (Bankr. D. Ariz. Case No. 22-02292) on April
14, 2022, listing $2,520,475 in assets and $553,846 in liabilities.
Lorin Hobbs, managing member, signed the petition.
Judge Brenda K. Martin oversees the case.
Allen Barnes & Jones, PLC serves as the Debtor's legal counsel.
HORIZON GLOBAL: Incurs $27 Million Net Loss in First Quarter
------------------------------------------------------------
Horizon Global Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $26.95 million on $180.86 million of net sales for the three
months ended March 31, 2022, compared to a net loss of $15.15
million on $199.19 million of net sales for the three months ended
March 31, 2021.
As of March 31, 2022, the Company had $488.50 million in total
assets, $550.15 million in total liabilities, and a total
shareholders' deficit of $61.65 million.
As of March 31, 2022 and Dec. 31, 2021, total cash and availability
was $47.4 million and $39.2 million, respectively. The Company
defines cash and availability as cash and cash equivalents and
amounts of cash accessible but undrawn from credit facilities.
Horizon said, "We believe the combination of these sources, as well
as the changes to our capital structure following our recent
refinancing activities...will enable us to meet our working
capital, capital expenditures and other funding requirements for at
least the next twelve months and for the foreseeable future
thereafter. Our ability to fund our working capital needs, debt
payments and other obligations, and to comply with financial
covenants, including borrowing base limitations under our Revolving
Credit Facility, depends on our future operating performance and
cash flow and many factors outside of our control, including the
costs of raw materials, the state of the automotive accessories
market, financial and economic conditions and the extent and
duration of the impact of the COVID-19 pandemic."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001637655/000163765522000103/hzn-20220331.htm
About Horizon Global
Horizon Global -- http://www.horizonglobal.com-- is a designer,
manufacturer, and distributor of a wide variety of
custom-engineered towing, trailering, cargo management and other
related accessory products in North America, Australia and Europe.
The Company serves OEMs, retailers, dealer networks and the end
consumer.
Horizon Global reported a net loss of $33.12 million for the 12
months ended Dec. 31, 2021, compared to a net loss of $37.98
million for the 12 months ended Dec. 31, 2020. As of Dec. 31,
2021, the Company had $438.92 million in total assets, $479.17
million in total liabilities, and a total shareholders' deficit of
$40.25 million.
INTRADO CORP: Fitch Alters Outlook on 'B-' LongTerm IDR to Negative
-------------------------------------------------------------------
Fitch Ratings has affirmed Intrado Corporation's Long-Term Issuer
Default Rating (IDR) at 'B-'. The Rating Outlook is revised to
Negative from Stable. Fitch has also affirmed Intrado's senior
secured debt, including its revolving credit facility and term
loans, at 'B'/'RR3' and its senior unsecured notes at 'CCC'/'RR6'.
The Negative Outlook reflects meaningful execution risk as the
inability to turn revenues and EBITDA around could compromise
Intrado's deleveraging profile and may result in sustained cash
burn. During 2021, the company was unable to offset the secular
declines in traditional conferencing with any meaningful revenue
increase in other segments, leading to 19% decline in overall
revenue. Fitch expects the revenue trajectory to return to positive
growth over the forecast with stable revenue and slightly
increasing EBITDA margins, supported by changing revenue mix in
favor of growing and higher margin segments.
KEY RATING DRIVERS
2021 Earnings Underperformance: The Negative Outlook stems from
high execution risk as Intrado continues to underperform Fitch's
expectations for revenue and EBITDA. While traditional conferencing
continued to report steep declines as expected, the combined other
segments registered lower than anticipated growth in 2021. Life &
Safety revenue grew in low single digits and was affected by
contract losses. Notified (fka Digital Media), although reported
high single digit revenue growth in 2021, had a lackluster second
half due to clients delaying virtual events. The percentage of
Cloud Collaboration (CC) revenue declined in the low teens due to
market share loss, and the company shifted strategy to focus on
growing its Mosaic platform.
The rating action also reflects Fitch's expectation for revenue to
stabilize and return to positive growth as traditional conferencing
becomes de minimis. Fitch expects this, coupled with slightly
increasing EBITDA margins, will help improve leverage and FCF over
the next two to three years.
Evolving Revenue and Margin Mix: Intrado's revenue mix continues to
diversify away from Enterprise Collaboration (EC) revenue
(represents only legacy portion per re-segmentation effective Jan.
1, 2021), as combined non-EC segments currently contribute over 85%
of total revenue. Fitch expects EC's contribution in the overall
revenue mix to be marginal by 2023. This trend will help Intrado
arrest revenue declines exacerbated by declining legacy
conferencing revenue in EC. It will also help improve overall
EBITDA margins in the long term, as the EC segment currently has
lower margins relative to other core segments. Fitch expects
margins to also benefit from growing and higher-margin Life &
Safety and Notified segments.
Elevated Leverage: Leverage significantly increased to over 8x in
2021 and is expected to worsen in 2022 due to expected continued
revenue and EBITDA declines. Fitch expects leverage to level off in
2023 but remain high over the forecast period. Fitch has assumed
approximately $50 million of term loan repayments from the sale of
Flowroute, which was announced in March 2022.
Cost Savings to Support EBITDA: Intrado continues to expand its
cost management efforts, with the identification of a total of $350
million of cost savings (of which $289 million are realized) as of
4Q'21 earnings release date. Additional cost take-outs focus more
on strategic initiatives, including product rationalization and a
review of technology assets. Unifying brands acquired over the
years from acquisitions also present cross selling opportunities.
Given Intrado's track record, execution risks related to achieving
future identified cost synergies are modest.
Financial Flexibility: Intrado has sufficient financial flexibility
for the rating category supported by cash balances and full
availability under its $315 million revolver. However, Fitch
believes revolver availability may be constrained by the springing
First Lien Leverage covenant that kicks in at 35% utilization.
Fitch expects FCF to remain at a deficit in 2022 largely due to an
expected decline in EBITDA and rising interest rates (although
absolute interest cost is expected to be lower than 2021 levels due
to debt paydown). The company also incurs significant restructuring
costs that help drive future cost savings but are incurred upfront
and have an impact on FCFs.
Highly Competitive Marketplace: Intrado's markets are highly
competitive and include leaders, which are larger and have greater
financial flexibility. In CC, the company partners and competes in
the enterprise market with Microsoft and Cisco. The pandemic
accelerated the competitive activity that resulted in market share
loss in Intrado's unified conferencing business. Intrado competes
with companies such as Zoom, 8x8, LogMeIn and RingCentral in this
space.
DERIVATION SUMMARY
Intrado's business profile entails an amalgamation of a diverse
portfolio of technology solutions, and is not directly comparable
to its peers, which may provide similar but different mix of
technology services. In the unified communications business,
Intrado competes with technology and telecom industry giants such
as Microsoft Corporation (AAA/Stable), AT&T (BBB+/Stable) and
Citrix Systems (BBB/Stable), which are investment grade issuers.
In this category, it also competes with several mid- and
small-sized companies such as Avaya (B/Positive) and LogMeIn
(B/Stable). Intrado has higher EBITDA margins than Avaya but also
has higher leverage. LogMeIn has comparable EBITDA margins but
lower leverage when compared with Intrado's metrics.
In the Life and Safety segment, Intrado competes with Bandwidth
(NR) and Motorola Solutions (BBB-/ Stable), while in Digital Media
competes with companies such as Business Wire (NR), Cision (NR)and
several other specialized service providers.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer:
-- Revenue declines in mid-teens in 2022 largely due to steep
declines in legacy conferencing and low double digit
percentage declines in CC. Declines moderate over the forecast
as EC becomes inconsequential in the overall revenue mix.
-- EBITDA margins are expected to benefit from change in revenue
mix, continued realization of cost savings and synergies from
acquisitions;
-- Capex intensity is anticipated averaging near 6% over the
rating horizon;
-- No dividends assumed in the model following cessation in 2017;
-- Moderate levels of M&A activity assumed to reflect
opportunistic M&A activity.
Recovery Rating Assumptions
-- The recovery analysis assumes that Intrado would be considered
a going concern in a bankruptcy and that the company would be
reorganized rather than liquidated;
-- Fitch has assumed a 10% administrative claim;
-- The revolving facility is assumed to be fully drawn upon
default;
-- Fitch estimates a post-reorganization enterprise valuation
based on 5.5x multiple, which considers: (1) The Apollo
transaction valued Intrado at approximately 7.8x EV/EBITDA and
(2) Avaya, a peer to Intrado in unified conferencing, filed
for bankruptcy in 2017 and re-emerged with an estimated
midpoint EV/Post Emergence EBITDA multiple of 8.1x per Fitch's
TMT Bankruptcy EVs and Credit Recoveries Report published in
April 2020.
-- The going concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level, and is based on
LTM EBITDA, pro forma for acquisitions & divestitures.
-- Going concern EBITDA is assumed approximately 13% below the PF
2021 EBITDA to reflect a decline in revenue representing loss
of a significant customer and Intrado's inability to sustain
margins in higher margin segments.
-- The recovery analysis assigns a recovery rating of 'RR3' to
the company's senior secured debt and 'RR6' to the unsecured
notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Improvement in operating profile including positive revenue
growth exceeding Fitch's expectations, expansion of margins
due to restructuring efforts and/or realization of synergies
and expansion of customer base;
-- Leverage (total debt/EBITDA) sustained below 6.5x;
-- (CFO-Capex)/Total Debt sustained above 5%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Inability to sustain organic revenue growth due to EC/CC
segment declines offsetting revenue growth from other
segments;
-- Deterioration of operating profile due to competition, an
inability to achieve desired efficiencies impacting operating
margins;
-- Consistently negative FCFs;
-- Interest coverage (Operating EBITDA/Interest paid) sustained
below 1.5x
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Fitch believes Intrado's liquidity is sufficient supported by the
cash balances and full availability under the revolver. However,
revolver availability may be constrained by the springing First
Lien Leverage covenant that kicks in at 35% utilization. In August
2021, the revolver's maturity was extended from October 2022 to
August 2026, and the revolver's commitment was reduced to $315
million from $350 million. Fitch expects FCFs to remain negative,
albeit deficits to reduce over the next couple of years.
Intrado's debt structure as of Dec. 31, 2021 includes a $315
million revolving facility due August 2026, $2,805 million
outstanding in first-lien term loans maturing in 2024, and $686
million outstanding on 2025 senior unsecured notes. Following the
2017 refinancing, Intrado maintains roughly $11 million of its
5.375% unsecured notes maturing in July 2022.
ISSUER PROFILE
Intrado is a leading global provider of technology‐enabled
communication and network infrastructure services. It provides
essential solutions for a diverse client base that includes Fortune
1000 companies, state and local governments, and small and medium
enterprises in a variety of vertical industries.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
Intrado Corporation LT IDR B- Affirmed B-
senior unsecured LT CCC Affirmed RR6 CCC
senior secured LT B Affirmed RR3 B
JK 325 LLC: Wins Interim Cash Collateral Access Thru June 7
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized JK 325, LLC to use cash collateral on
an interim basis in accordance with the budget, with a 10% variance
through June 7, 2022.
The Debtor is permitted to use cash collateral to pay amounts
expressly authorized by the Court, the current and necessary
expenses set forth in the budget, and additional amounts as may be
expressly approved in writing by Port Village, LLC and Southeast
Petro Distributors, Inc.
As adequate protection, the Secured Creditors are granted perfected
post-petition liens against cash collateral to the same extent and
with the same validity and priority as their pre-petition liens,
without the need to file or execute any documents as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property and
operations in accordance with its obligations as
debtor-in-possession and as required under the loan and security
documents with the Secured Creditors. Proof of coverage will be
provided upon request.
As additional adequate protection to the Secured Creditors, the
Debtor will make monthly first mortgage payments to Port Village on
the first day of each month, commencing on May 1, 2022, in the
amount of $4,782. Payments will be applied first to outstanding
interest and then to principal as provided in the Mortgage without
prejudice to Port Village's entitlement to seek other amounts due
under the Mortgage in its Proof of Claim, or interest, fees, and
costs pursuant to 11 U.S.C. section 506(b).
A continued hearing on the matter is scheduled for June 7 at 1:30
p.m.
A copy of the order and the Debtor's budget for the period from May
to October 2022 is available at https://bit.ly/3KXxHNj from
PacerMonitor.com.
The Debtor projects $75,698 in gross sales and $74,064 in total
operating expenses.
About JK 325 LLC
JK 325 LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01286) on April 1,
2022. In the petition signed by Joseph Stephan, authorized
representative, the Debtor disclosed up to $1 million in assets and
up to $10 million in liabilities.
Judge Lori V. Vaughan oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC is the Debtor's
counsel.
JP MORGAN 2022-5: Fitch Gives B+(EXP) Rating to B-5 Debt
--------------------------------------------------------
Fitch Ratings has assigned expected ratings to J.P. Morgan Mortgage
Trust 2022-5 (JPMMT 2022-5).
DEBT RATING
---- ------
JPMMT 2022-5
A-1 LT AAA(EXP)sf Expected Rating
A-2 LT AAA(EXP)sf Expected Rating
A-2-A LT AAA(EXP)sf Expected Rating
A-2-X LT AAA(EXP)sf Expected Rating
A-3 LT AAA(EXP)sf Expected Rating
A-3-A LT AAA(EXP)sf Expected Rating
A-3-X LT AAA(EXP)sf Expected Rating
A-4 LT AAA(EXP)sf Expected Rating
A-4-A LT AAA(EXP)sf Expected Rating
A-4-X LT AAA(EXP)sf Expected Rating
A-5 LT AAA(EXP)sf Expected Rating
A-5-A LT AAA(EXP)sf Expected Rating
A-5-X LT AAA(EXP)sf Expected Rating
A-6 LT AAA(EXP)sf Expected Rating
A-6-A LT AAA(EXP)sf Expected Rating
A-6-X LT AAA(EXP)sf Expected Rating
A-7 LT AAA(EXP)sf Expected Rating
A-7-A LT AAA(EXP)sf Expected Rating
A-7-X LT AAA(EXP)sf Expected Rating
A-8 LT AAA(EXP)sf Expected Rating
A-8-A LT AAA(EXP)sf Expected Rating
A-8-X LT AAA(EXP)sf Expected Rating
A-9 LT AAA(EXP)sf Expected Rating
A-9-A LT AAA(EXP)sf Expected Rating
A-9-B LT AAA(EXP)sf Expected Rating
A-9-B-A LT AAA(EXP)sf Expected Rating
A-9-B-X LT AAA(EXP)sf Expected Rating
A-9-C LT AAA(EXP)sf Expected Rating
A-9-C-A LT AAA(EXP)sf Expected Rating
A-9-C-X LT AAA(EXP)sf Expected Rating
A-9-D LT AAA(EXP)sf Expected Rating
A-9-E LT AAA(EXP)sf Expected Rating
A-9-X LT AAA(EXP)sf Expected Rating
A-X-1 LT AAA(EXP)sf Expected Rating
B-1 LT AA-(EXP)sf Expected Rating
B-2 LT A-(EXP)sf Expected Rating
B-3 LT BBB-(EXP)sf Expected Rating
B-4 LT BB(EXP)sf Expected Rating
B-5 LT B+(EXP)sf Expected Rating
B-6 LT NR(EXP)sf Expected Rating
TRANSACTION SUMMARY
Fitch expects to rate the residential mortgage-backed certificates
issued by J.P. Morgan Mortgage Trust 2022-5 (JPMMT 2022-5) as
indicated above. The certificates are supported by 897 loans with a
total balance of approximately $932.39 million as of the cutoff
date. The pool consists of prime-quality fixed-rate mortgages. 100%
of the loans in the transaction are serviced by loanDepot.com, LLC.
Nationstar Mortgage LLC (Nationstar) will be the master servicer.
All of the loans qualify as safe-harbor qualified mortgage (SHQM),
agency SHQM, QM safe-harbor (average prime offer rate [APOR]), or
QM Rebuttable Presumption (APOR) loans.
There is no exposure to LIBOR in this transaction. The collateral
comprises 100% fixed-rate loans, and the certificates are fixed
rate and capped at the net weighted average coupon (WAC) or based
off the net WAC.
KEY RATING DRIVERS
Updated Sustainable Home Prices (Negative): Due to Fitch's updated
view on sustainable home prices, Fitch views the home price values
of this pool as 9.9% above a long-term sustainable level (versus
9.2% on a national level as of April 2022, down 1.4% since last
quarter). Underlying fundamentals are not keeping pace with the
growth in prices, resulting from a supply/demand imbalance driven
by low inventory, favorable mortgage rates and new buyers entering
the market. These trends have led to significant home price
increases over the past year, with home prices rising 18.2% yoy
nationally as of December 2021.
High-Quality Mortgage Pool (Positive): The pool consists of very
high quality, fixed-rate fully amortizing loans with maturities of
30 years. All of the loans qualify as SHQM, agency SHQM, QM
safe-harbor (APOR), or QM Rebuttable Presumption (APOR) loans. The
loans were made to borrowers with strong credit profiles,
relatively low leverage and large liquid reserves. The loans are
seasoned at an average of seven months, according to Fitch (five
months per the transaction documents). The pool has a weighted
average (WA) original FICO score of 766, as determined by Fitch,
which is indicative of very high credit-quality borrowers.
Approximately 73.4% (as determined by Fitch) of the loans have a
borrower with an original FICO score equal to or above 750. In
addition, the original WA combined loan-to-value (CLTV) ratio of
70.8%, translating to a sustainable loan-to-value (sLTV) ratio of
75.1%, represents substantial borrower equity in the property and
reduced default risk.
A 93.8% portion of the pool comprises nonconforming loans, while
the remaining 6.2% represents conforming loans. All of the loans
are designated as QM loans, with 75.2% of the pool being originated
by a retail and correspondent channel.
Of the pool, 95.5% is comprised of loans where the borrower
maintains a primary residence, while 4.5% of loans represent second
homes. Single-family homes, planned unit developments (PUDs), and
single-family attached dwellings constitute 88.6% of the pool;
condominiums make up 9.9%; and multifamily homes make up 1.5%. The
pool consists of loans with the following loan purposes: purchases
(46.1%), cash-out refinances (34.3%) and rate-term refinances
(19.7%).
A total of 406 loans in the pool are over $1 million, and the
largest loan is $2.99 million. Fitch determined that 30 of the
loans were made to nonpermanent residents.
Geographic Concentration (Negative): Of the pool, 56.4% is
concentrated in California. The largest MSA concentration is in the
Los Angeles-Long Beach-Santa Ana, CA MSA (18.7%), followed by the
San Francisco-Oakland-Fremont, CA MSA (14.0%) and New York-Northern
New Jersey-Long Island, NY-NJ-PA MSA (7.1%). The top three MSAs
account for 40% of the pool. As a result, there was a 1.03x
probability of default (PD) penalty applied for geographic
concentration, which increased the 'AAA' expected loss by 0.12%.
Shifting-Interest Structure with Full Advancing (Mixed): The
mortgage cash flow and loss allocation are based on a
senior-subordinate, shifting-interest structure whereby the
subordinate classes receive only scheduled principal and are locked
out from receiving unscheduled principal or prepayments for five
years. The lockout feature helps to maintain subordination for a
longer period should losses occur later in the life of the deal.
The applicable credit support percentage feature redirects
subordinate principal to classes of higher seniority if specified
credit enhancement (CE) levels are not maintained.
The servicers will provide full advancing for the life of the
transaction; each servicer is expected to advance delinquent P&I on
loans that enter into a coronavirus pandemic-related forbearance
plan. Although full P&I advancing will provide liquidity to the
certificates, it will also increase the loan-level loss severity
(LS) since the servicer looks to recoup P&I advances from
liquidation proceeds, which results in less recoveries.
Nationstar is the master servicer and will advance if the servicer
is unable to do so. If the master servicer is unable to advance,
then the securities administrator (Citibank) will advance.
CE Floor (Positive): A CE or senior subordination floor of 0.70%
has been considered to mitigate potential tail-end risk and loss
exposure for senior tranches as the pool size declines and
performance volatility increases due to adverse loan selection and
small loan count concentration. Additionally, a junior
subordination floor of 0.50% has been considered to mitigate
potential tail-end risk and loss exposure for subordinate tranches
as the pool size declines and performance volatility increases due
to adverse loan selection and small loan count concentration.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
Fitch incorporates a sensitivity analysis to demonstrate how the
ratings would react to steeper market value declines (MVDs) than
assumed at the MSA level. Sensitivity analyses was conducted at the
state and national levels to assess the effect of higher MVDs for
the subject pool as well as lower MVDs, illustrated by a gain in
home prices.
This defined negative rating sensitivity analysis demonstrates how
the ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10.0%, 20.0% and 30.0% in addition to the
model-projected 41.5% at 'AAA'. The analysis indicates that there
is some potential rating migration with higher MVDs for all rated
classes, compared with the model projection. Specifically, a 10%
additional decline in home prices would lower all rated classes by
one full category.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
Fitch incorporates a sensitivity analysis to demonstrate how the
ratings would react to steeper MVDs than assumed at the MSA level.
Sensitivity analyses was conducted at the state and national levels
to assess the effect of higher MVDs for the subject pool as well as
lower MVDs, illustrated by a gain in home prices.
This defined positive rating sensitivity analysis demonstrates how
the ratings would react to positive home price growth of 10% with
no assumed overvaluation. Excluding the senior class, which is
already rated 'AAAsf', the analysis indicates there is potential
positive rating migration for all of the rated classes.
Specifically, a 10% gain in home prices would result in a full
category upgrade for the rated class excluding those being assigned
ratings of 'AAAsf'.
This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modeling process uses the modification of
these variables to reflect asset performance in up- and down
environments. The results should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by SitusAMC, Clayton, Digital Risk, Consolidated
Analytics, and Opus. The third-party due diligence described in
Form 15E focused on four areas: compliance review, credit review,
valuation review and data integrity. Fitch considered this
information in its analysis and, as a result, Fitch decreased its
loss expectations by 0.23% at the 'AAAsf' stress due to 100% due
diligence with no material findings.
DATA ADEQUACY
Fitch relied on an independent third-party due diligence review
performed on 100% of the pool. The third-party due diligence was
generally consistent with Fitch's "U.S. RMBS Rating Criteria."
SitusAMC, Clayton, Digital Risk, Consolidated Analytics and Opus
were engaged to perform the review. Loans reviewed under this
engagement were given compliance, credit and valuation grades and
assigned initial grades for each subcategory. Minimal exceptions
and waivers were noted in the due diligence reports. Refer to the
"Third-Party Due Diligence" section for more detail.
Fitch also utilized data files provided by the issuer on its SEC
Rule 17g-5 designated website. Fitch received loan level
information based on the ResiPLS data layout format, and the data
are considered comprehensive. The data contained in the ResiPLS
layout data tape were reviewed by the due diligence companies, and
no material discrepancies were noted.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
LA CASA CANAVERAL: Disclosures Inadequate, Bluescape Says
---------------------------------------------------------
Bluescape Limited submitted an objection to La Casa Canaveral,
LLC's Amended Disclosure Statement and the Debtor's Amended Plan of
Reorganization.
Bluescape and other similarly situated creditors are here being
asked to vote on the Amended Plan without being provided
information sufficient to make an informed decision on that Amended
Plan. Specifically, it is impossible for a number of unsecured
creditors, including Bluescape and other similarly situated
creditors, to tell whether or not they are being classified as
"Allowed Unsecured Claim" or "Disputed Claims" and thus how they
might be treated under the Amended Plan.
Bluescape points out that the Amended Plan does not seem to
contemplate the payment of administrative or other expenses at all.
Thus, according to the Amended Plan there are no classes of
impaired creditors. However, simple math proves that the Amended
Plan is not feasible as proposed and confirmation must therefore be
denied.
According to the Amended Plan, on the Effective Date, the Debtor
will only be holding $6.5 million in available cash. Yet, a brief
review of the claims to be paid or retained on the Effective Date
under the Amended Plan shows the Debtor would need in excess of
$6.9 million in available cash.
Bluescape asserts that the Amended Plan relies in its entirety on a
real estate sales contract (the "Sales Contract") which does not
yet bind the proposed buyer. Specifically, the Sales Contract
contains a 45 day due diligence period which began on March 28,
2022 and by its terms will not expire until May 8, 2022 – almost
a week after the confirmation hearing on the Amended Plan.
Additionally, the Sales Contract is contingent upon whether or not
"the City Zoning and Regulatory Authorities permit the construction
of at least 240 ALF units." Bluescape is unaware if either the
Debtor or the proposed buyer have undertaken any steps to satisfy
this contingency.
Counsel for Bluescape Limited:
Denise Dell-Powell, Esq.
DEAN, MEAD, EGERTON, BLOODWORTH, CAPOUANO & BOZARTH, P.A.
420 S. Orange Avenue, Suite 700
Orlando, Florida 32801
Telephone: 407.428.5176
E-mail: DDPowell@deanmead.com
- and -
William S. Hackney
SMITHAMUNDSEN LLC
150 North Michigan Ave.; Suite 3300
Chicago, Illinois 60601
Telephone: 312.894.3300
E-mail: whackney@salawus.com
About La Casa Canaveral
La Casa Canaveral LLC is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). It is based in Cocoa
Beach, Fla.
La Casa Canaveral filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
21-05584) on Dec. 14, 2021, listing as much as $10 million in
assets. Danny P. Ringdahl, managing member, signed the petition.
Judge Grace E. Robson oversees the case.
Michael A. Saracco, Esq., at Zimmerman, Kiser & Sutcliffe, P.A.,
serves as the Debtor's legal counsel.
LEGACY JH762: Taps Better Homes and Garden as Real Estate Broker
----------------------------------------------------------------
Legacy JH762, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Better Homes and Garden
Lifestyle Property Partners as real estate broker.
The Debtor requires a real estate broker to market for sale its
real property located at 14 Kenwood Court, Pinehurst, N.C.
Better Homes and Garden will be paid a commission of 6 percent of
the sales price.
Anthony Sacco, Jr., a member of Better Homes and Garden, 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:
Anthony W Sacco, Jr.
Better Homes and Garden Lifestyle Property Partners
77 Cherokee Road, Suite 2C
Pinehurst, NC 28374
Tel: (910) 315-7856
About Legacy JH762
Legacy JH762, LLC, a company in West Palm Beach, Fla., filed its
voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 22-12147) on March 18, 2022, listing $1,526,970 in assets and
$973,557 in liabilities. Cassandra McCord, managing member, signed
the petition.
Judge Mindy A. Mora oversees the case.
David Lloyd Merrill, Esq., at The Associates serves as the Debtor's
legal counsel.
LIVEONE INC: BDO USA to Quit as Accountant
------------------------------------------
LiveOne, Inc.'s current independent registered public accounting
firm, BDO USA, LLP, informed the Company that it will be resigning
as the Company's independent registered public accounting firm
effective as of the date of the filing of the Company's Annual
Report on Form 10-K for its fiscal year ended March 31, 2022.
BDO did not seek the Company's consent to its resignation. As a
result, the Company's Audit Committee or Board of Directors did not
recommend or approve the resignation of BDO.
BDO's audit reports on the Company's financial statements for the
fiscal years ended March 31, 2021 and 2020 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope, or accounting
principles, except that BDO's report for the Company's financial
statements for the fiscal year ended March 31, 2021 contained an
explanatory paragraph that there was substantial doubt as to the
Company's ability to continue as a going concern.
During the Company's two most recent fiscal years ended March 31,
2022 and 2021 and any subsequent interim period through May 2,
2022, there were no disagreements (as defined in Item 304(a)(1)(iv)
of Regulation S-K) with BDO on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction
of BDO, would have caused BDO to make reference to the subject
matter of the disagreements in its report on the Company's
financial statements, however, BDO has not yet finished its audit
of the Company's financial statements for its fiscal year ended
March 31, 2022 and therefore these disclosures are subject to
change.
During the Company's two most recent fiscal years ended March 31,
2022 and 2021 and any subsequent interim period through May 2,
2022, there were no "reportable events" (as described in paragraphs
(a)(1)(v) (A) through (D) of Item 304 of Regulation S-K), other
than the material weaknesses reported in the Company's Quarterly
Report on Form 10-Q for the quarter ended Dec. 31, 2020, Annual
Report on Form 10-K for the fiscal year ended March 31, 2021,
Quarterly Report on Form 10-Q for the quarter ended June 30, 2021,
Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2021,
and Quarterly Report on Form 10-Q for the quarter ended Dec. 31,
2021. The material weakness identified in the Fiscal 2021 Third
Quarter 10-Q resulted from the Company's controls over business
combinations not operating effectively as of such time to allow
management to timely identify errors related to the recording of
those transactions. The material weakness caused the Company's
management to conclude that the Company's internal control over
financial reporting was not effective as of Dec. 31, 2020.
About LiveOne
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ:
LVO) (formerly known as LiveXLive Media, Inc.) is a global
talent-first, interactive music, sports, and entertainment
subscription platform delivering premium content and livestreams
from the world's top artists. LiveOne's other major wholly-owned
subsidiaries are LiveXLive, PPVOne, Slacker Radio, React Presents,
Gramophone Media, Custom Personalization Solutions, and
PodcastOne.
LiveXLive Media reported a net loss of $41.82 million for the year
ended March 31, 2021, compared to a net loss of $38.93 million for
the year ended March 31, 2020. As of Dec. 31, 2021, the Company
had $82.64 million in total assets, $85.49 million in total
liabilities, and a total stockholders' deficit of $2.84 million.
Los Angeles, California-based BDO USA, LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated July 14, 2021, citing that the Company has suffered recurring
losses from operations, negative cash flows from operating
activities and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
LIVEWELL ASSISTED: Wins Cash Collateral Access Thru May 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized Livewell Assisted Living,
Inc. to use cash collateral on an interim basis in accordance with
the budget, with a 10% variance, through May 31, 2022.
The budget provides for $275,000 in total income and $266,298 in
total expenses for May 2022.
The Debtor has no other source of readily available cash with which
to obtain the funds and supplies necessary to continue its ongoing
operations.
The possible lienholders of the Debtor's cash collateral are:
Creditor Balance owed
-------- ------------
U.S. Small Business Administration $510,017
Itria Ventures $54,483
Forward Financing $114,062
Vox Funding $80,300
Delta Bridge Funding $33,973
Wynwood Capital Group $44,970
United Fund USA $24,481
Seabrook Funding $52,465
EBF Holdings $66,960
CFG Merchant Funding $95,153
Green Grass Capital $47,680
The secured creditors are granted liens in after-acquired revenue
to the same extent and priority as they had prior to the filing of
the case.
A further hearing on the matter is scheduled for May 24 at 10 a.m.
A copy of the order is available at https://bit.ly/39Djlo7 from
PacerMonitor.com.
About Livewell Assisted Living
Livewell Assisted Living, Inc., a part of the continuing care
retirement communities industry, filed its voluntary petition for
Chapter 11 protection (Bankr. E.D.N.C. Case No. 22-00264) on Feb.
7, 2022, listing up to $500,000 in assets and up to $10 million in
liabilities. Justin Beckett, president, signed the petition.
Judge David M. Warren oversees the case.
Travis Sasser, Esq., at Sasser Law Firm represents the Debtor as
legal counsel.
LW RETAIL: Wins Cash Collateral Access Thru July 21
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized LW Retail Associates LLC to use cash collateral on an
interim basis in accordance with the budget, in the ordinary course
of business through and including July 21, 2022.
National Bank of New York City and Loft Space Condominium assert
perfected security interests in the cash collateral.
On October 2, 2015, the Debtor entered into an Amended and Restated
Mortgage Note with NBNYC pursuant to which NBNYC extended
$6,250,000 in loans to the Debtor at a variable interest rate of
3.5%. The loan required monthly payments of $28,247, with the
payments having been established using a 30-year amortization
schedule, with a maturity date of November 1, 2020. The current
unpaid balance is $5,687,500.
To secure the Debtor's obligations under the Note, on October 2,
2015, the Debtor and NBNYC entered into an Agreement of Assumption
of Note and Mortgage Consolidation of Notes and Mortgages and
Modification of the Consolidated Mortgage, which grants NBNYC a
mortgage and security interest in the Debtor's assets.
The Debtor states the grant of security to NBNYC pursuant to the
Note was perfected by virtue of the filing of a UCC-1 financing
statement, which was filed on October 5, 2015.
Also to secure the Debtor's obligations under the Note, on October
2, 2015, the Debtor and NBNYC entered into an Assignment of Leases
and Rents pursuant to which the Debtor assigned to NBNYC its rights
in all existing and future leases, rents, claims arising from any
rejection of any lease in bankruptcy, lease guaranties, proceeds
from the sale of the foregoing.
On December 6, 2021, NBNYC executed in favor of 178 Leonard LLC:
(i) an Assignment of Mortgage; (ii) a Termination of Assignment of
Leases; and (iii) an Allonge to Amended and Restated Mortgage Note.
On February 8, 2022, the Assignment of Mortgage was recorded with
the Office of the City Register of the City of New York.
As adequate protection for the Debtor's use of cash collateral,
Leonard is granted replacement liens in all of the Debtor's
prepetition and post-petition assets and proceeds, including the
cash collateral and the proceeds of the foregoing, to the extent
that such prior liens were valid, perfected and enforceable as of
the Petition Date, and in the amount of such Collateral Diminution,
in the continuing order of priority of its pre-petition liens, to
the extent that such prior liens were valid, perfected and
enforceable as of the Petition Date.
The replacement liens are subject to (i) the claims of Chapter 11
professionals duly retained in the Chapter 11 case to the extent
awarded; (ii) United States Trustee fees and any clerk's filing
fees; and (iii) the fees and commissions of a hypothetical Chapter
7 trustee for up to $10,000.
As further adequate protection, the Debtor will make monthly
adequate protection payments to Leonard in the amount provided for
in the underlying loan documents, at the non-default contract rate
of interest, plus such additional amounts authorized for the
payment of post-petition real estate taxes, which payments will be
applied to Leonard's allowed secured claim, and to the Debtor's
postpetition real estate tax obligations, as applicable.
A further interim hearing on the matter is scheduled for July 21 at
10:30 a.m.
A copy of the order is available at https://bit.ly/3kXguZK from
PacerMonitor.com.
About LW Retail Associates
Brooklyn, N.Y.-based LW Retail Associates, LLC owns a fee-simple
interest in four condominium units in New York.
LW Retail Associates filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 17-45189) on Oct. 5, 2017. In the petition signed by Louis
Greco, manager, the Debtor disclosed $12.64 million in assets and
$6.25 million in liabilities. The Debtor valued its four condo
units at $12.20 million in the aggregate.
Judge Elizabeth S. Stong oversees the case.
The Debtor tapped DelBello Donnellan Weingarten Wise & Wiederkehr,
LLP as bankruptcy counsel, and Goldberg Weprin Finkel Goldstein LLP
and Sills Cummis & Gross P.C. as special counsel.
MACKENNZIE REAL: Case Summary & Two Unsecured Creditors
-------------------------------------------------------
Debtor: MacKennzie Real Estate, LLC
1813 Bertrand Drive
Lafayette, LA 70506
Chapter 11 Petition Date: May 11, 2022
Court: United States Bankruptcy Court
Western District of Louisiana
Case No.: 22-50308
Judge: Hon. John W. Kolwe
Debtor's Counsel: Tom St. Germain, Esq.
WEINSTEIN & ST. GERMAIN
1103 West University Ave
Lafayette, LA 70506
Tel: (337) 235-4001
Fax: (337) 235-4020
Total Assets: $680,028
Total Liabilities: $2,723,966
The petition was signed by Andrea Niccole Davis as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/D62MIQQ/MacKennzie_Real_Estate_LLC__lawbke-22-50308__0001.0.pdf?mcid=tGE4TAMA
MIDLAND COGENERATION: Fitch Alters Outlook on $560MM Note to Pos.
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Fitch Ratings has affirmed Midland Cogeneration Venture LP's (MCV)
$560 million secured note ($192 million outstanding) at 'BB+'. The
Rating Outlook has been revised to Positive from Stable.
RATING RATIONALE
The Positive Outlook indicates current forecasts of financial
performance that are adequate for a higher rating based on higher
power purchase agreement (PPA) cash flows from increased dispatch,
a lower cost profile, and unique operational flexibility and
resiliency not typical of most thermal plants.
The rating reflects the project's high proportion of contracted
revenues under a PPA with Consumers Energy (Consumers; A-/Stable)
that mitigates price risk. MCV's operational risk is moderate with
a stable operating history supported by a strong long-term service
agreement (LTSA) coverage and significant equipment redundancy
somewhat offset by the project's mild cost variability. MCV's
rating case results in an average debt service coverage ratio
(DSCR) of 1.46x.
KEY RATING DRIVERS
Significant Redundancy and Stable Operations (Operation Risk:
Midrange)
MCV self-performs routine operations, though planned O&M and major
maintenance costs are adequately covered under the LTSA with
investment-grade manufacturer affiliate, General Electric (GE;
BBB/Stable) through final maturity. MCV benefits from a high degree
of equipment redundancy and excess capacity, which has allowed for
strong historical PPA availability consistently near 99% and stable
operations.
The absence of a dedicated O&M and major maintenance reserve is
mitigated by coverage provided under the LTSA, liquidity from the
working capital facility and issuer funded General Reserve and
flexibility in capital spend.
Some Fuel Supply Risk (Supply Risk: Midrange)
MCV has some supply risk as a result of its short-term fuel
contract with Shell Energy. However, the short-term nature of the
fuel contract is partially mitigated by an abundant supply of the
resource and substitute fuel suppliers, as well as MCV's track
record of meeting fuel supply requirements dating back to 1990.
Potential price risk stemming from contract replacement or renewal
is mostly mitigated by pass-through of fuel costs via MCV's
off-take agreements, with any remaining exposure hedged with
forward contracts.
Contracted Revenues (Revenue Risk: Midrange)
On average, over 90% of MCV's revenues are contracted between
Consumers at roughly 80%, and Corteva at roughly 10%. Revenues are
fixed-price with a broad indexation to costs, and risk of
performance penalties and PPA termination is limited. Cash flows
are moderately sensitive to dispatch levels as the margins
generated provide additional cash flow cushion for debt repayment.
Conventional Debt Structure (Debt Structure: Midrange)
MCV's rated debt structure consists of senior, fully amortizing,
fixed-rate debt. Bondholders benefit from a backward-looking equity
distribution test of 1.20x DSCR as well as leverage limitations,
which provide adequate liquidity. MCV also has a six-month debt
service reserve funded with a letter of credit. Additional
indebtedness is subject to a DSCR test and rating affirmation.
Financial Summary
Fitch's DSCR calculation excludes the General Reserve from the cash
flow calculations. Fitch calculated a rating case average DSCR of
1.46x with a minimum of 1.39x. An additional rating case scenario
including projected merchant cash flows for generation above
1,240MW results in an average DSCR of 1.57x, an 11-basis point (bp)
improvement. MCV's level of operational flexibility is unique and
provides cushion to withstand temporary periods of
underperformance.
PEER GROUP
The rating is comparable to other privately rated investment grade
thermal projects which have average rating case DSCR forecasts of
at least 1.40x supported by contracted cash flows from investment
grade counterparties. Lower rated peers like Lea Power (BB+/Stable)
has an average rating case DSCR of 1.42x and minimum of 1.20x, but
historically experienced higher than forecasted operating expenses
and lacks equipment redundancy.
Higher rated peers such as Mackinaw Power (BBB-/Stable) benefit
from a stronger rating case average DSCR of 1.49x supported by
capacity payments alone as sufficient to cover both operating costs
and debt service with ample cushion remaining.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Costs consistently exceeding Fitch's rating case expectations;
-- Fitch calculated DSCR persistently falling below rating case
expectations.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch-calculated DSCR that is consistently in line with base
case expectations.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Sovereigns, Public Finance
and Infrastructure issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of three notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.
TRANSACTION SUMMARY
MCV was formed in 1990 as a limited partnership to convert a
portion of an uncompleted Consumers nuclear power plant into a
1,633MW natural gas-fired, combined cycle, cogeneration facility.
The 2011 debt issuance ($560.0 million, $192 million outstanding)
refinanced the sponsors' term loans to acquire MCV in 2009, and the
additional, pari passu 2013 issuance ($181.3 million) monetizes
incremental cash flows resulting from several contract amendments
that occurred between 2011 and 2013.
In September 2021, the Bank term loan issuance ($330 million,
unrated) with a maturity of September 2028 was used to redeem the
2013 debt issuance and monetize the PPA with Consumers Energy that
was extended to May 2030.
CREDIT UPDATE
MCV achieved a Fitch-calculated DSCR, which excludes the general
reserve funds, of 1.08x in 2021, which is higher than the Fitch
base case forecasts of 1.02x. When including the general reserve,
the DSCR in 2021 was 1.37x. The DSCR is lower than previous years
due to lower capacity revenues from the all plant outage downtime.
MCV also experienced lower gross margins and plant dispatch due to
high gas prices in 2021. Additionally, debt service for the year
was $93.3 million, $4.7 million higher than 2020 based on the
senior notes escalating payment schedule.
The weaker performance was anticipated by MCV as the all-plant
outage is scheduled every seven years and the general reserve was
funded to $27.8 million resulting in sufficient liquidity reserved
ahead of time to offset the lower cash flow generation during the
outage. DSCRs for subsequent years are expected to rebound based on
current forecasts and satisfactory completion of the all plant
outage.
Overall operating performance in 2021 was stable when accounting
for the all plant outage. There was no material down time or
operational issues noted outside of the scheduled outage that
materially impacted plant operations. Availability under the PPA
was 97.8% for the year, lower than historical due to the all plant
outage.
The outage was extended by two additional days to seven days, due
to additional weld repairs. Upon completion, the project was
returned to service with no issues. Positively, no other material
issues were noted or additional major maintenance work was required
as the project remains in good operating order.
MCV further amended the LTSA with GE on December 2021. Material
changes included an extension of the contract to 2030, covering the
entire term of the Consumers PPA and increasing the scope of
covered maintenance.
FINANCIAL ANALYSIS
Fitch's base and rating case assumes availability averaging 99%, a
SEPA load of 46MW, a 30% reduction to projected ancillary and
arbitrage revenues, and exclusion of merchant and black start
sales. Fitch's base case assumes inflationary cost growth and a
heat rate in line with historical averages. Fitch's base case DSCRs
average 1.53x over 2022-2024 with a minimum of 1.44x.
Fitch's rating case assumes a 5% higher cost profile and 1%
increase to the heat rate. In Fitch's rating case, DSCRs average
1.46x over 2022-2024 with a minimum of 1.39x. MCV has a high level
of equipment redundancy to withstand temporary operational issues
that may arise. Management indicates that two to three gas turbines
can be down at a time depending on the season while still
continuing to maintain 100% PPA availability.
Merchant capacity and energy cash flows provide on average add
additional coverage cushion of more than eleven bps. Base case
coverages average 1.64x and rating case DSCR averages 1.57x when
merchant revenues are included. Historically MCV has shown the
ability to generate some level of merchant cash flows to further
support repayment of the debt.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
NEELKANTH HOTELS: Has Continued Cash Access Until June 2
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Judge Jeffery W. Cavender of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Neelkanth Hotels, LLC to
continue using cash collateral, in accordance with the budget,
through and including June 2, 2022, subject to all of the terms and
conditions of the Order Allowing Continued Interim Use of Cash
Collateral by Neelkanth Hotels, LLC through December 31, 2020 dated
November 4, 2020, as modified by the Unopposed Order Allowing
Continued Interim Use of Cash Collateral dated December 11, 2020
and the Order Allowing Continued Use of Cash Collateral.
A copy of the order is available for free at https://bit.ly/3N4AghM
from PacerMonitor.com.
About Neelkanth Hotels
Neelkanth Hotels, LLC, a privately held company in the traveler
accommodation industry, filed its voluntary Chapter 11 petition
(Bankr. N.D. Ga. Case No. 20-69501) on Aug. 31, 2020, listing as
much as $10 million in both assets and liabilities. Hemant Thaker,
member and manager, signed the petition.
Judge Jeffery W. Cavender oversees the case.
Schreeder, Wheeler & Flint, LLP serves as the Debtor's legal
counsel.
NEPHROS INC: Incurs $2 Million Net Loss in First Quarter
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Nephros Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $1.97
million on $2.19 million of total net revenues for the three months
ended March 31, 2022, compared to a net loss of $537,000 on $2.74
million of total net revenues for the three months ended March 31,
2021.
As of March 31, 2022, the Company had $15.53 million in total
assets, $2.13 million in total liabilities, and $13.40 million in
total stockholders' equity.
As of March 31, 2022, Nephros had cash and cash equivalents of $5.4
million.
At March 31, 2022, the Company had an accumulated deficit of $137.7
million and it expects to incur additional operating losses from
operations until such time, if ever, that the Company is able to
increase product sales and/or licensing revenue to achieve
profitability.
Nephros said, "Based on cash that is available for our operations
and projections of our future operations, we believe that our cash
balances will be sufficient to fund our current operating plan
through at least the next 12 months from the date of issuance of
the condensed consolidated financial statements in this Quarterly
Report on Form 10-Q. Additionally, our operating plans are
designed to help control operating costs, to increase revenue and
to raise additional capital until such time as we generate
sufficient cash flows to fund operations. If there were a decrease
in the demand for our products due to either economic or
competitive conditions, or if we are otherwise unable to achieve
our plan, there could be a significant reduction in liquidity due
to our possible inability to cut costs sufficiently."
"Revenue in 2022 got off to a slow start in Q1. First quarters are
typically impacted by the reduced frequency of outbreaks in colder
months; this quarter we saw a seasonal contraction to our outbreak
response business that was greater than anticipated," said Andy
Astor, president and chief executive officer. "While this result
represents a decrease over the same period last year, we are
encouraged by our growth in active customer sites, which increased
17% year over year to 1,276. We believe the number of active
customer sites is a good proxy for the underlying health of our
business and future growth potential."
Mr. Astor continued, "In light of lower revenue and the higher than
expected volatility of our recovery, we are withdrawing our 2022
revenue guidance to better reflect current market conditions. Our
optimism for the year remains high, and we maintain that our
current cash balances are expected to suffice for the foreseeable
future. Looking ahead, we feel strongly that our strategic
investments over the past six months have built the commercial and
digital infrastructure necessary to better reach a wider customer
base, continue strong growth within our active customer sites, and
ultimately, achieve our expected revenue growth and
profitability."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1196298/000149315222012190/form10-q.htm
About Nephros
South Orange, New Jersey-based Nephros, Inc. -- www.nephros.com --
is a commercial-stage company that develops and sells water
solutions to the medical and commercial markets.
Nephros reported a net loss of $3.87 million for the year ended
Dec. 31, 2021, a net loss of $4.53 million for the year ended Dec.
31, 2020, a net loss of $3.18 million for the year ended Dec. 31,
2019, and a net loss of $3.32 million for the year ended Dec. 31,
2018. As of Dec. 31, 2021, the Company had $17.65 million in total
assets, $2.90 million in total liabilities, and $14.75 million in
total stockholders' equity.
NEXTPLAY TECHNOLOGIES: Closes Acquisition of Fighter Base Assets
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NextPlay Technologies, Inc. has completed the previously announced
acquisitions of artificial intelligence (AI) game development and
crypto asset management technologies that further enhances its
digital business ecosystem for digital advertisers, consumers, and
video gamers.
The company acquired the assets, patents and video game development
technology of Fighter Base Publishing, Inc. along with its Make It
Games brand. FBP's proprietary AI animation tools enable game or
film characters to animate themselves, and be more lifelike in
appearance and behavior, saving producers time and money over
traditional animation.
Fighter Base Publishing was founded by Mark Vange, who joined
NextPlay as its chief technology officer in July of last year.
Vange has authored more than 41 U.S. patents of breakthrough
technologies, which have defined the video gaming industry. He
earlier served as the chief technology officer of Electronic Arts
Interactive (EAI) following EAI's acquisition of a company he
founded.
"We see MIG's AI technology enabling not only rapid game
development, but also faster ad creation, advertising optimization,
and richer metaverse experiences across our NextPlay ecosystem,"
stated NextPlay co-CEO Nithinan 'Jessie' Boonyawattanapisut. "We
believe that it will support faster product time-to-market and
higher-margin digital asset monetization, as well as potentially
generate licensing revenue from game and film studios, ad agencies
and content creators."
NextPlay secured the new crypto technology through the acquisition
of the assets of Token IQ, Inc., an early innovator in digital
asset management and smart compliant token technology that was also
founded by Vange. Token IQ's foundational IP employs a distributed
ledger, like Ethereum or Stellar, to reconcile legal and regulatory
requirements around digital assets, including Know Your Customer
(KYC) challenges, anti-money laundering (AML) and shareholder
rights enforcement. These factors represent the most common pain
points currently affecting the crypto markets.
NextPlay plans to initially deploy the Token IQ technology through
its NextBank International and Longroot Thailand subsidiaries,
where it will be used to more effectively and securely serve our
cryptocurrency customers. The technology is also available to
license partners.
Nithinan 'Jessie' Boonyawattanapisut, commented: "Given its
powerful capabilities, we expect Token IQ technology to eventually
become core to all of our products and services as we focus on
delivering consumer-engaging products across multiple media
channels. This ranges from our Longroot asset-based
cryptocurrencies, digital insurance tokens, HotPlay in-game tokens,
and to our future NextBank fintech services."
The Token IQ acquisition also brings with it software development
talent that will support the integration of the technology across
NextPlay's various digital platforms, as well as further the
company's Intellectual Property development.
"We believe that the significant opportunity these acquisitions
have brought to us greatly strengthens our global technology IP,"
added Boonyawattanapisut. "These new technology platforms are
expected to further accelerate our global initiatives, as we
continue to transform NextPlay into a powerhouse in online
advertising, interactive digital media, gaming, fintech, and the
emerging metaverse."
In January, the company reported record quarterly revenue of $4.2
million for its third fiscal quarter ended Nov. 30, 2021, up 59%
from the previous quarter, with gross margin expanding to 53.5%
from 51.9%. Cash, cash equivalents and restricted cash totaled
$21.4 million as of Nov. 30, 2021.
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
-- nextplaytechnologies.com -- is a technology solutions company
offering games, in-game advertising, crypto-banking, connected TV
and travel booking services to consumers and corporations within a
growing worldwide digital ecosystem. NextPlay's engaging products
and services utilize innovative AdTech, Artificial Intelligence and
Fintech solutions to leverage the strengths and channels of its
existing and acquired technologies.
The Company reported a net loss of $16.51 million for the year
ended Feb. 28, 2021, compared to a net loss of $9.45 million for
the year ended Feb. 29, 2020. As of Nov. 30, 2021, the Company had
$120.96 million in total assets, $31.01 million in total
liabilities, and $89.95 million in total stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 7, 2021, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.
NINE ENERGY: Stockholders Elect Three Class I Directors
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Nine Energy Service, Inc. held its 2022 Annual Meeting of
Stockholders on May 3, 2022, at which the stockholders:
(1) elected David C. Baldwin, Curtis F. Harrell, and Darryl K.
Willis as Class I directors to serve until the Company's 2025
Annual Meeting of Stockholders or until their respective successors
are elected and qualified; and
(2) ratified PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2022.
About Nine Energy Service
Nine Energy Service, Inc. is an oilfield services company that
offers completion solutions within North America and abroad. The
Company brings years of experience with a deep commitment to
serving clients with smarter, customized solutions and resources
that drive efficiencies. Nine Energy is headquartered in Houston,
Texas with operating facilities in the Permian, Eagle Ford,
SCOOP/STACK, Niobrara, Barnett, Bakken, Marcellus, Utica and
throughout Canada.
Nine Energy reported a net loss of $64.58 million for the year
ended Dec. 31, 2021, compared to a net loss of $378.95 million for
the year ended Dec. 31, 2020. As of March 31, 2022, the Company
had $390.87 million in total assets, $436.23 million in total
liabilities, and a total stockholders' deficit of $45.37 million.
* * *
In May 2021, Moody's Investors Service retained Nine Energy's
ratings, including its Caa3 Corporate Family Rating (CFR). Nine's
Caa3 CFR and negative outlook reflect Moody's view that the company
has an untenable capital structure given the still high debt burden
despite bond repurchases.
As reported by the TCR on Nov. 23, 2020, S&P Global Ratings raised
its issuer credit rating on Nine Energy to 'CCC' from 'SD',
reflecting its assessment of the company's credit risk following
debt repurchases.
NN INC: Incurs $3.3 Million Net Loss in First Quarter
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NN, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $3.30
million on $128.07 million of net sales for the three months ended
March 31, 2022, compared to a net loss of $4.91 million on $126.80
million of net sales for the three months ended March 31, 2021.
As of March 31, 2022, the Company had $595.85 million in total
assets, $316.48 million in total liabilities, $56.35 million in
series D perpetual preferred stock, and $223.03 million in total
stockholders' equity.
From Dec. 31, 2021 to March 31, 2022, total assets increased by
$16.7 million primarily due to increases in accounts receivable and
inventories during the three months ended March 31, 2022. The
increase in accounts receivable is due to higher sales during the
current quarter compared with the fourth quarter of 2021.
Inventories increased due to higher sales in the current quarter
compared with the fourth quarter of 2021 and due to higher material
costs.
From Dec. 31, 2021 to March 31, 2022, total liabilities increased
by $15.4 million, primarily due to increases in accounts payable,
accrued salaries and benefits and the accrual for a legal
settlement reached during the first quarter of 2022. The increase
in accounts payable is attributed to higher inventory balances at
March 31, 2022.
Working capital, which consists of current assets less current
liabilities, was $125.5 million as of March 31, 2022, compared to
$122.3 million as of Dec. 31, 2021. The increase in working
capital was primarily due to the increase in accounts receivable
and inventories, partially offset by a higher balance of accounts
payable and other current liabilities.
Cash used in operations was $5.2 million for the three months ended
March 31, 2022, compared with cash provided by operations of $7.9
million for the three months ended March 31, 2021. The difference
was primarily due to an increase in accounts receivable related to
higher sales during the current quarter compared with the fourth
quarter of 2021.
Cash used in investing activities was $4.2 million for the three
months ended Dec. 31, 2021, compared with cash used in investing
activities of $20.9 million for the three months ended March 31,
2021. The difference was primarily due to cash paid to settle the
interest rate swap in the first quarter of 2021.
Cash used in financing activities was $1.5 million for the three
months ended Dec. 31, 2021, compared with cash provided by
financing activities of $9.6 million for the three months ended
March 31, 2021. The difference was primarily due to the debt and
preferred stock refinancing in the first quarter of 2021.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000918541/000091854122000079/nnbr-20220331.htm
About NN Inc.
NN, Inc. -- www.nninc.com -- is a global diversified industrial
company that combines advanced engineering and production
capabilities with in-depth materials science expertise to design
and manufacture high-precision components and assemblies primarily
for the electrical, automotive, general industrial, aerospace and
defense, and medical markets. Headquartered in Charlotte, North
Carolina, NN has 31 facilities in North America, Europe, South
America, and China.
NN, Inc. reported a net loss of $13.23 million for the year ended
Dec. 31, 2021, a net loss of $100.59 million for the year ended
Dec. 31, 2020, a net loss of $46.74 million for the year ended Dec.
31, 2019, and a net loss of $262.99 million for the year ended Dec.
31, 2018. As of Dec. 31, 2021, the Company had $579.10 million in
total assets, $301.11 million in total liabilities, $53.81 million
in series D perpetual preferred stock, and $224.19 million in total
stockholders' equity.
OEG BORROWER: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
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S&P Global Ratings assigned its 'B' issuer credit rating to OEG
Borrower LLC. S&P also assigned a 'B' issue-level rating and a '3'
recovery rating to the proposed senior secured credit facilities.
The stable outlook reflects S&P's expectation that good demand for
live entertainment will drive an EBITDA recovery, such that OEG's
pro forma debt to adjusted EBITDA will improve below its 6.5x
downgrade threshold to the low- to mid-5x are in 2022, and
potentially below 5x in 2023.
On April 4, 2022, Ryman Hospitality Properties (B/Stable/--)
announced that Atairos Group Inc. and NBCUniversal acquired a 30%
equity stake in its subsidiary OEG Borrower LLC for approximately
$293 million, of which Atairos is directly investing approximately
$278 million and NBCUniversal will directly invest up to
approximately $15 million. In conjunction, OEG plans to issue a new
$300 million term loan B facility secured by OEG assets excluding
Block 21 and Circle Media. Upon close of these transactions, Ryman
expects to repay its outstanding $300 million term loan A and the
balance of borrowings outstanding under its revolving credit
facility.
S&P said, "Our 'B' issuer credit rating reflects our expectation
for aggressive leverage through 2023, the company's cash flow
concentration in a few key assets, and significant potential
investment spending over time. Somewhat offsetting these risks is
the iconic nature of its Grand Ole Opry and Ryman Auditorium
country music venues, a long track record of operating success, and
favorable tailwinds for country music.
"We expect that an EBITDA recovery resulting from good demand this
year for live events following the omicron variant could improve
OEG's leverage to the low-to-mid 5x area in 2022 and potentially
below 5x in 2023. We expect that revenue in 2022, pro forma for the
Block 21 acquisition closing currently planned sometime before June
1, could increase by about 90% compared with 2021 and about 60%
above 2019. Revenue growth will likely be driven by increased
attendance at both shows and tours in core venues, higher ticket
pricing, and incremental concerts and comedy show ticket sales from
the Block 21 acquisition. We preliminarily assume that revenue
could grow 10%-15% in 2023 compared with 2022 if ticket pricing
remains strong and planned new Ole Red venues open as scheduled. We
also expect EBITDA margin to improve to the low-30% area in 2022
and 2023, driven by reallocating shows among venues to maximize
capacity and attendance and new ticketing partnerships, partially
offset by inflationary cost pressures, including labor, food, and
beverage. Under these assumptions, OEG's leverage could improve to
the low- to mid-5x area in 2022 and then potentially below 5x in
2023."
OEG has relatively small scale and significant geographic and asset
concentration. S&P expects that OEG will generate about $80 million
of pro forma EBITDA in 2022, which is low compared with many other
rated out-of-home entertainment and venue management companies. In
addition, OEG generated 62% of its 2019 revenue at Nashville-based
Grand Ole Opry and Ryman Auditorium. Austin-based Block 21 will
modestly improve diversity and could generate about 20% of pro
forma OEG revenue in 2022, but significant concentration risks
exist, including regional economic downturns and potential future
extreme weather-related business disruptions.
OEG owns iconic country music venues Grand Ole Opry and Ryman
Auditorium with good brand recognition and long operating track
records and benefits from favorable trends in its geographic
markets and country music. OEG's portfolio of live music venues,
which includes the Grand Ole Opry and Ryman Auditorium, have been
desired destinations by country music performers and fans alike for
decades. The strength of its brands, and the quality of acts that
it draws, should enable OEG to maintain good ticket sales and
pricing leadership compared with other live music venues in the
markets it operates. OEG also benefits from good trends in country
music fandom. The Country Music Association reports that the
country music fan base grew at a 9% compound annual growth rate in
the five years preceding 2019. Nashville, where OEG generates the
majority of its revenue, has benefited from favorable trends in
population growth, tourism, and income levels over the past several
years.
S&P said, "We expect that OEG's growth strategy could cause it to
make substantial capital investments in existing assets and
possibly acquire new assets, which could be funded with incremental
leverage. In October 2021, OEG announced a plan to acquire
mixed-use entertainment, lodging, and retail complex Block 21 for
about $260 million and to assume $138 million of mortgage debt upon
the planned close before June 1. OEG could pursue leveraging
acquisitions if venues that fit within its portfolio become
available or it chooses to acquire media and technology properties
that fit within its strategy to become country music's leading
fully integrated country lifestyle platform. We believe future
potential acquisitions may cause leverage to be higher than our
base case for a period of time. In addition, the company's stated
target net leverage of 3x-4x excludes CMBS debt held at Block 21,
whereas S&P Global Ratings-adjusted gross leverage incorporates
Block 21 EBITDA and CMBS debt. In addition, the company plans to
open new Ole Red branded restaurants in the Nashville Airport and
Las Vegas in 2022 and 2023, respectively. Continued expansion of
the Ole Red brand could entail some modest amount of capital
investment over time as OEG opens new locations. We currently
expect that OEG (including Block 21 and Circle) will make about $40
million-$45 million of capital expenditures annually in 2022 and
2023.
"Even though we believe Ryman Hospitality Properties Inc. may
provide some temporary support to OEG in some circumstances, if
needed, its control of OEG represents primarily a constraint on
OEG's ratings. Ryman has made significant investments in OEG over
the years and may provide some level of modest additional temporary
support to OEG, if needed, at least as long as Ryman retains a
controlling interest in OEG. However, ultimately, Ryman plans to
IPO, spin off, or otherwise separate OEG over the long term. As a
result, we view OEG as moderately strategic to Ryman. Ryman's
control of OEG is a ratings constraint. While we currently view
OEG's stand-alone credit profile the same as our current 'B' issuer
credit rating on Ryman, if we lowered Ryman's rating, we would also
lower our rating on OEG.
"The stable outlook reflects our expectation that good demand for
live entertainment will drive an EBITDA recovery, such that OEG's
pro forma debt to adjusted EBITDA will improve below our 6.5x
downgrade threshold to the low- to mid-5x area in 2022, and
potentially below 5x in 2023.
"We could lower our rating if OEG's EBITDA recovery were slowed by
significantly weaker than currently anticipated demand for live
events and leisure travel, inflationary or other cost pressures, or
currently unannounced leveraging acquisitions or developments, in a
manner that sustained leverage above 6.5x. Alternatively, if we
downgraded Ryman we would likely lower our ratings on OEG.
"Our issuer credit rating on OEG is capped by the rating of the
parent company, Ryman Hospitality Properties Inc. We could raise
our rating on OEG if Ryman were upgraded, and we expected that OEG
would sustain our measure of adjusted leverage below 5x over the
cycle, inclusive of expected volatility and investment spending."
ESG Credit Indicators: E-2; S-3; G-2
S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of OEG, like some other companies
primarily exposed to live events. Its business experienced
substantial health and safety challenges due to social distancing
measures and other constraints during the pandemic. Cessations and
scheduling delays of live music concerts and other events resulted
in negligible revenue and negative cash flows since mid-March 2020.
Although this was a rare and extreme disruption that probably will
not recur at the same magnitude, risk remains around regional
health concerns and a slower recovery than currently anticipated."
PARADISE REDEVELOPMENT: S&P Places 'BB' 2009 Bonds on Watch Neg.
----------------------------------------------------------------
S&P Global Ratings placed its 'BB' long-term rating on Paradise
Redevelopment Agency, Calif.'s series 2009 refunding tax allocation
bonds on CreditWatch with negative implications.
"The CreditWatch placement reflects our view that there is at least
a one-in-two chance that we will lower the rating one or more
notches or revise the outlook within the next 90 days," said S&P
Global Ratings analyst Li Yang. "It further reflects the potential
use of the debt service reserve fund for the series 2009 bonds for
the upcoming June 1, 2022 debt service payment," he added.
The Camp Fire, a wildfire that began Nov. 8, 2018 in Butte County,
destroyed thousands of acres and structures in the region,
including a substantial portion of the town of Paradise and the
underlying Paradise Redevelopment Project area. Due to the fire and
the subsequent substantial loss of property value, the project area
experienced a substantial loss in assessed value in fiscal 2019 and
no longer generates sufficient tax increment revenues to pay for
debt service.
PREMIER MODERN: Seeks to Hire DeMarco Mitchell as Legal Counsel
---------------------------------------------------------------
Premier Modern Commercial Real Estate Holdings Limited, LLC seeks
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to employ DeMarco Mitchell, PLLC to serve as legal counsel
in its Chapter 11 case.
The firm's services include:
a. taking all necessary action to protect and preserve the
estate, including the prosecution of actions on its behalf, the
defense of any actions commenced against it, negotiations
concerning all litigation in which it is involved, and objecting to
claims;
b. preparing legal papers;
c. formulating, negotiating, and proposing a plan of
reorganization; and
d. performing all other necessary legal services for the
Debtor.
The hourly rates charged by the firm for its services are as
follows:
Robert T. DeMarco, Esq. $350 per hour
Michael S. Mitchell, Esq. $350 per hour
Barbara Drake, Esq. $125 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
Robert DeMarco, Esq., a partner at DeMarco Mitchell, 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:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Tel: (972) 578-1400
Fax: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Premier Modern Commercial
Real Estate Holdings Limited
Premier Modern Commercial Real Estate Holdings, Ltd. is a Fort
Worth, Texas-based company engaged in renting and leasing of real
estate properties.
Premier Modern sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 22-40737) on April 4, 2022. In the petition filed by
Alrick V. Warner, managing member, the Debtor listed as much as $10
million in both assets and liabilities.
Judge Edward L. Morris oversees the case.
Michael S. Mitchell, Esq., at DeMarco-Mitchell, PLLC is the
Debtor's legal counsel.
PREMIUM PRODUCTS: Case Summary & Nine Unsecured Creditors
---------------------------------------------------------
Debtor: Premium Products of Louisiana, Inc.
1813 Bertrand Drive
Lafayette, LA 70506
Case No.: 22-50307
Chapter 11 Petition Date: May 11, 2022
Court: United States Bankruptcy Court
Western District of Louisiana
Judge: Hon. John W. Kolwe
Debtor's Counsel: Tom St. Germain, Esq.
WEINSTEIN & ST. GERMAIN
1103 West University Ave
Lafayette, LA 70506
Tel: (337) 235-4001
Fax: (337) 235-4020
Total Assets: $88,492
Total Liabilities: $3,109,632
The petition was signed by Andrea Niccole Davis as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/TKF74RY/Premium_Products_of_Louisiana__lawbke-22-50307__0001.0.pdf?mcid=tGE4TAMA
PURPLE SHOVEL: 11th Cir. Won't Revive Suit over Rifles Contract
---------------------------------------------------------------
The appeals case captioned OMNIPOL, A.S., a Private Limited
Company, ELMEX PRAHA, A.S., a Private Limited Company,
Plaintiffs-Appellant, v. MULTINATIONAL DEFENSE SERVICES, LLC, a
Florida Registered Limited Liability Company, et al., Defendant,
CHRISTOPHER WORRELL, an individual, JAMES BRECH, an individual,
BRYAN SIEDEL, an individual, AMY STROTHER, an individual, KIRK
BRISTOL, an individual, Defendants-Appellees, No. 19-14597 (11th
Cir.), arises out of a contract between Purple Shovel, LLC, and two
Czech companies, Omnipol and Elmex Praha, for the manufacture and
delivery of 7,500 AK-47 assault rifles.
In June 2017, the U.S. Special Operations Command ("SOCOM") entered
into a contract with Purple Shovel to deliver the rifles for a
price of $2,984,250. Purple Shovel in turn contracted with Elmex to
execute the delivery, and Elmex contracted with Omnipol to be the
supplier. Together, the parties entered into a "Cooperation
Agreement" on June 26, 2017. Non-party Benjamin Worrell signed on
behalf of Purple Shovel.
The rifles were delivered to SOCOM on July 20, 2017. Yet although
SOCOM paid Purple Shovel the $2,984,250 due under the contract,
Purple Shovel never paid Elmex. Elmex, in turn, failed to pay
Omnipol. Instead, on June 1, 2018, Purple Shovel petitioned the
Bankruptcy Court of the Middle District of Florida for Chapter 11
relief. On September 24, 2018, Omnipol filed a proof of claim for
$2,865,000, while Elmex filed a proof of claim for $300,000.
Close to a year later, on April 3, 2019, Omnipol and Elmex brought
an action against several individuals allegedly involved in the
formation of the two contracts: Amy Strother, Bryan Siedel, and
Kirk Bristol, civilian employees of SOCOM, and Christopher Worrell
and James Brech, two executive officers of Purple Shovel. Their
complaint asserted six claims against the defendants: common law
fraud, civil theft, unjust enrichment, a violation of Florida's
Racketeer Influenced and Corrupt Organizations Act, and two
violations of the federal Racketeer Influenced and Corrupt
Organizations Act.
The complaint alleged the defendants had engaged in two fraudulent
schemes. First, the complaint said the defendants had conspired to
defraud the government by tricking SOCOM into accepting defective
arms, ammunition, and supplies. Second, the complaint alleged the
defendants induced Omnipol and Elmex into contracting with Purple
Shovel to supply and deliver the 7,500 assault rifles, all the
while intending to divert the SOCOM payment into their own coffers
and leave Omnipol and Elmex unpaid.
The District Court dismissed the complaint for failure to comply
with Rules 9(b) and 12(b)(6) of the Federal Rules of Civil
Procedure after finding the allegations in the complaint were
"speculative and conclusory," as well as "lack[ing] sufficient
detail." Omnipol and Elmex thereafter filed an amended complaint on
July 26, 2019. The amended complaint, however, made essentially the
same allegations as the original complaint and did not add any
meaningful facts in support.
The United States subsequently filed a notice of substitution for
Strother, Siedel, and Bristol under the Westfall Act as to the
state law claims of fraud, unjust enrichment, and civil theft,
certifying that each defendant had been operating within the scope
of their employment at the time of the incident giving rise to the
claims. The United States then filed a motion to dismiss the entire
complaint. The United States argued, first, that the Federal Tort
Claims Act exempts from its waiver of sovereign immunity claims
against the United States based on fraud. The state law claims, the
United States asserted, all arose from the defendants' allegedly
fraudulent promise to pay Omnipol and Elmex for the rifles on
receipt of payment from SOCOM. Because these claims were therefore
barred by sovereign immunity, the United States argued the Court
should dismiss the claims for lack of subject matter jurisdiction.
The United States also argued the amended complaint, in its
entirety, failed to comply with the pleading requirements of Rule
9(b) of the Federal Rules of Civil Procedure.
Purple Shovel executives Brech and Worrell also filed motions to
dismiss, arguing, among other things, that the complaint failed to
meet the pleading requirements of Rules 12(b)(6) and 9(b).
After careful review, the District Court dismissed the amended
complaint on all counts and with respect to all defendants. The
District Court found that because Strother, Siedel and Bristol had
been operating within the scope of their employment according to
Florida law, the United States' substitution under the Westfall Act
was proper. The Court then concluded that, because the "gravamen"
of the complaint was one of fraud, misrepresentation, and deceit,
the state law claims were barred under the sovereign immunity
exception of the FTCA. As such, the Court was "without
subject-matter jurisdiction against the United States, as the
substituted defendant for the Federal Defendants" as to those
counts.
The Court then found the amended complaint, in its entirety, failed
to state a claim of fraud against any defendant, failed to state a
claim of civil theft against any defendant, failed to state a claim
for unjust enrichment against any defendant, and failed to state a
claim under either the state or federal RICO statutes. The Court
therefore dismissed the amended complaint without leave to amend.
On appeal, Omnipol and Elmex first challenge the District Court's
substitution of the United States as a party in the place of
Strother, Siedel and Bristol as to the state law claims.
Consequently, they also challenge the District Court's finding that
it lacked subject matter jurisdiction to consider the state law
claims due to the bar of sovereign immunity.
"The Federal Employees Liability Reform and Tort Compensation Act
of 1988, commonly known as the Westfall Act, accords federal
employees absolute immunity from common law tort claims arising out
of acts they undertake in the course of their official duties." The
Act empowers the Attorney General to respond to a suit against a
federal employee by certifying that an employee "was acting within
the scope of his office or employment at the time of the incident
out of which the claim arose." Upon such certification, the
employee is dismissed from the action and the United States is
substituted in her stead.
The Attorney General's Westfall certification, however, is subject
to judicial review. If a plaintiff challenges the Attorney
General's certification, the District Court must apply de novo
review to the Attorney General's scope of employment certification.
Yet because the Attorney General's certification serves as prima
facie evidence that the conduct at issue occurred within the scope
of employment, the "burden of altering the status quo by proving
that the employee acted outside the scope of employment is . . . on
the plaintiff." The question of whether an employee acted within
the scope of her employment for purposes of Section 2679(d)(1) "is
an issue governed by the law of the state where the incident
occurred."
The District Court reviewed the United States Attorney's
certification under the proper de novo standard of review.
Accepting the allegations in Omnipol and Elmex's amended complaint
as true, the District Court turned to Florida law to determine
whether Omnipol and Elmex had proven that Strother, Siedel and
Bristol had acted outside the scope of their employment. Under
Florida law, the conduct of an employee is considered within the
scope of employment when it (1) is of the kind the employee is
hired to perform, (2) occurs substantially within the time and
space limits authorized or required by the work to be performed,
and (3) is activated at least in part by a purpose to serve the
master.
According to Omnipol and Elmex's amended complaint, Strother,
Siedel and Bristol were all civilian contracting officers at SOCOM
"charged with issuing and overseeing prime contracts for the
purchase and delivery of arms, ammunition, and related goods." The
three employees, the complaint further alleged, engaged in a scheme
to defraud Omnipol and Elmex "while acting as[] civilian
contracting officer[s] for SOCOM" when they "issued a partial SOCOM
contract with Purple Shovel" for the purchase of the AK-47 assault
rifles. In other words, the complaint alleged that Strother,
Siedel, and Bristol had engaged in "precisely the sort of act" they
were hired to perform. Even accepting the complaint's allegations
as true, then, it is clear that Strother, Siedel, and Bristol were
acting, at least in part, to serve SOCOM. As such, they were
operating within the scope of their employment according to Florida
law.
The United States Court of Appeals for the Eleventh Circuit affirms
the District Court's dismissal of Omnipol and Elmex's amended
complaint. According to the Eleventh Circuit, the District Court
was entirely correct in concluding both that no additional
discovery was needed on the scope-of-employment issue and that the
United States had been properly substituted as Defendant for
Siedel, Strother and Bristol.
It is well established that the United States is immune from suit
unless it consents to be sued. By enacting the FTCA, the federal
government waived its immunity from tort suits on many, but not
all, state law tort claims. One important exception to the FTCA's
general waiver of sovereign immunity is the "misrepresentation
exception," which is set out in 28 U.S.C. Section 2680(h). Under
Section 2680(h), any claim arising out of misrepresentation or
deceit does not benefit from a waiver of sovereign immunity.
According to the Supreme Court in Block v. Neal, 460 U.S. 289, 296,
103 S.Ct. 1089, 1093 (1983), "the essence of an action for
misrepresentation, whether negligent or intentional, is the
communication of misinformation on which the recipient relies."
Furthermore, it is "the substance of the claim and not the language
used in stating it which controls." A plaintiff cannot, therefore,
"circumvent the misrepresentation exception simply through artful
pleading of its claims."
In examining Omnipol and Elmex's complaint, the District Court
concluded that all of the state law claims arose out of the alleged
fraudulent scheme outlined therein. It was right to do so, the
Eleventh Circuit holds. Counts I through III are composed of state
law claims for fraud, civil theft, and unjust enrichment, each of
which, when stripped to their essentials, is based on the
defendants' allegedly fraudulent promise to Omnipol and Elmex to
pay for the rifles on receipt of payment from SOCOM. Each claim
therefore fits neatly into the misrepresentation exception of the
FTCA and therefore also runs headlong into the bar of sovereign
immunity. The District Court did not err in dismissing these claims
for lack of subject matter jurisdiction, the Eleventh Circuit
explains.
Omnipol and Elmex also challenge the District Court's dismissal of
their state law claims against Worrell and Brech, the two Purple
Shovel executives, under Rule 9(b). To survive a motion to dismiss,
claims of fraud must satisfy the requirements of Rule 9(b). Under
Rule 9(b), claims of fraud must be plead with particularity, which
means identifying the who, what, when, where, and how of the fraud
alleged. As the Eleventh Circuit has noted, this rule serves an
important purpose, both in "alerting defendants to the 'precise
misconduct with which they are charged' and protecting defendants
'against spurious charges of immoral and fraudulent behavior.'"
The Eleventh Circuit further finds that on its face, Omnipol and
Elmex's complaint fails to allege sufficient facts necessary to
support a claim of fraud under Rule 9(b). As the District Court
noted, the amended complaint contains only one statement made by
Worrell to Omnipol and Elmex -- a statement by Worrell that Purple
Shovel would pay a portion of the contract price prior to delivery
and acceptance of the weapons -- but this statement (1) is
contained in a RICO claim, not the fraud claim and (2) even if it
had been properly alleged in the fraud claim, it would still be
insufficient because the complaint does not allege that Worrell
knew the statement was false when he made it nor does the complaint
allege that the plaintiffs relied on this statement. Finally, the
complaint does not allege a single specific statement made by Brech
at all. The District Court was therefore correct to dismiss the
fraud claim for failure to comply with Rule 9(b), the Eleventh
Circuit rules.
The amended complaint also fails to state a claim under Rule 9(b),
the Eleventh Circuit says. Indeed, the civil theft claim fails
under Rule 12(b)(6) as well. This is because the complaint fails to
identify any specific funds (property) received by Worrell or Brech
that belonged to Omnipol and Elmex. Instead, the appeals court
notes, the complaint essentially alleges that some portion of the
funds in Purple Shovel's accounts were transferred to "unidentified
co-conspirators at an unknown time in an unknown way, and that
those unnamed co-conspirators then, at an unknown time and in an
unknown way, transferred the funds" to Worrell, Brech, and the
federal defendants. This simply cannot support a claim for civil
theft under either Rule 9(b) or Rule 12(b)(6).
Omnipol and Elmex's amended complaint also fails under Rule 9(b),
the Eleventh Circuit finds. There is simply insufficient detail in
the complaint to support a claim for unjust enrichment grounded in
fraud. As the District Court noted, the amended complaint is silent
as to when SOCOM transferred the relevant funds to Purple Shovel,
when Purple Shovel transferred the funds to unnamed
co-conspirators, and when the co-conspirators transferred the funds
to the defendants. Without these "key details," the complaint is
unable to make out a claim for unjust enrichment that accords with
Rule 9(b)'s heightened pleading standard. The District Court
properly dismissed this claim for a failure to meet Rule 9(b)'s
pleading requirements.
Finally, Omnipol and Elmex challenge the District Court's dismissal
of their state and federal RICO claims. The District Court
dismissed Omnipol and Elmex's racketeering claims after finding
that the complaint failed to allege both the existence of an
enterprise and the existence of a pattern of racketeering activity.
The Eleventh Circuit holds that because failure to properly allege
either element warrants the complaint's dismissal, if it agrees
with the District Court's conclusion as to the enterprise element,
it need not go into the various predicate acts alleged in the
complaint. The Eleventh Circuit concludes the amended complaint
failed to properly allege the existence of an enterprise.
Omnipol and Elmex have alleged an associated-in-fact enterprise,
which is defined as "a group of persons associated together for a
common purpose of engaging in a course of conduct." To plead an
associated-in-fact enterprise, a plaintiff must allege that a group
of persons shares three structural features: "(1) a 'purpose,' (2)
'relationships among those associated with the enterprise,' and (3)
'longevity sufficient to permit these associates to pursue the
enterprise's purpose.'"
According to the Eleventh Circuit, the amended complaint fails to
adequately plead "relationships among those associated with the
enterprise." As the District Court aptly noted, beyond stating that
Worrell and Brech are Purple Shovel executives and Siedel,
Strothers, and Bristol worked for SOCOM, the amended complaint
merely alleges that the various defendants "knew each other" and
"associated with each other in public and private" at some point in
time prior to the formation of Purple Shovel. Although "proving
sufficient relationships for an associated-in-fact enterprise is
not a particularly demanding task," it certainly requires more than
suggesting that at some unknown point in past the defendants "knew"
and "associated" with each other. Such allegations certainly do not
plausibly suggest that this group of five individuals acted as a
"continuing unit," the appeals court says. Thus, the appeals court
holds, the amended complaint fails to state a claim for either
state or federal RICO violations.
The Eleventh Circuit further finds that the allegations in the
amended complaint do not support an inference of an agreement to
violate the substantive provisions of RICO. The complaint simply
alleges that the defendants "intentionally conspired" and "agreed
to the commission of [the racketeering acts] to further the scheme"
outlined in the complaint. This is the kind of "formulaic
recitations" of a conspiracy claim that the Supreme Court declared
insufficient in Twombly and Iqbal, the Eleventh Circuit points out.
Accordingly, the appeals court concludes that the District Court
did not err in dismissing the RICO conspiracy claim in the amended
complaint.
A full-text copy of the Opinion dated May 3, 2022, is available at
https://tinyurl.com/2kej25db from Leagle.com.
About Purple Shovel
Based in Tampa, Florida, Purple Shovel, LLC --
http://www.purpleshovel.com/-- was a certified Service Disabled
Veteran-Owned Small Business (SDVOSB) founded in 2010 to provide
value-added solutions to an array of domestic and international
challenges. Purple Shovel afforded its clients a single point of
contact to transport materials and aid anywhere in the world,
including remote regions inaccessible to others.
Purple Shovel filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 18-04599) on June 1, 2018. In the petition signed by Benjamin
Worrell, manager, the Debtor disclosed $1.01 million in assets and
$12.35 million in liabilities.
Judge Caryl E. Delano served as the case judge.
The Law Offices of Norman and Bullington was retained as counsel to
the Debtor.
On Aug. 8, 2018, the Office of the U.S. Trustee appointed Gerard A.
McHale Jr. as Chapter 11 trustee for the Debtor. The Trustee tapped
Johnson Pope Bokor Ruppel & Burns, LLP as his legal counsel, and
McHale PA as his accountant.
The Chapter 11 trustee's Plan of Liquidation was confirmed by the
Court on January 27, 2020.
QUANTUM DEVELOPMENT: Lender Seeks Adequate Protection
-----------------------------------------------------
Woodforest National Bank asks the U.S. Bankruptcy Court for the
Western District of North Carolina, Charlotte Division, for entry
of an order granting adequate protection of its interests in the
cash collateral used by Quantum Development Charlotte, LLC.
Woodforest is a senior secured creditor of the Debtor, pursuant to
the Loan Agreement dated July 14, 2017, by and between the Debtor,
Uptown 1511, LLC, East 1511, LLC, Stonecrest 1511, LLC, and
Woodforest. Pursuant to the Loan Agreement, the Obligors executed
(i) the Promissory Note Advance Note dated July 14, 2017, in the
original principal amount of $500,000, in favor of Woodforest and
(ii) the Promissory Note Line of Credit dated December 13, 2017, in
the original principal amount of $75,000 in favor of Woodforest.
In connection with the Notes, the Debtor granted Woodforest a
continuing security interest in and to all of the Debtor's personal
property.
On July 18, 2017 and January 11, 2018, Woodforest perfected its
security interest in the Collateral by filing UCC-1 financing
statements with the North Carolina Secretary of State against the
Debtor and each of the Obligors.
On February 26, 2019, Obligors and Woodforest entered into the
Settlement and Release Agreement in connection with a lawsuit
between the Obligors and Woodforest, in which Woodforest sought to
recover the amounts due under the Notes in connection with the
Obligors' event of default under the terms of the Notes. Pursuant
to the Settlement Agreement, the Obligors agreed to pay Woodforest
a settlement amount of $409,000in monthly payments, with the final
payment of all outstanding principal and interest due on or before
March 25, 2024, in full satisfaction of the amounts due under the
Notes.
The Debtor continues to use Woodforest's Collateral in its ongoing
operations. Accordingly, upon information and belief, the
Collateral are declining in value which continues to erode
Woodforest's interest.
Woodforest should be granted adequate protection as to the
Collateral pursuant to 11 U.S.C. section 361(1) and 11 U.S.C.
section 363(e), and the Debtor's use of cash collateral should be
conditioned upon such adequate protection, including without
limitation:
a. Post-petition replacement liens in all post-petition
Collateral to the same extent and priority as Woodforest's
pre-petition liens;
b. Monthly post-petition cash payments in the amount of $7,800
to Woodforest for the continued use of the Collateral; and
c. Until confirmation, monthly review and approval of the
Debtor's operating budgets, and reasonable access to the Debtor's
books and records.
A hearing on the matter is scheduled for May 25 at 9:30 a.m.
A copy of the motion is available at https://bit.ly/3Fy7ymQ from
PacerMonitor.com.
About Quantum Development
Quantum Development Charlotte, LLC, a company in Charlotte, N.C.,
filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case
No. 22-30113) on March 15, 2022, listing $38,317 in assets and
$2,018,392 in liabilities. Richard D. Campbell, member and manager,
signed the petition.
Judge Laura T. Beyer oversees the case.
The Debtor tapped the Law Offices of R. Keith Johnson, P.A. as
legal counsel.
R1 RCM: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'BB' with a Stable Outlook to R1 RCM Inc. (R1).
Fitch has also assigned a senior secured first-lien issue rating of
'BBB-'/'RR1' to the planned $540 million term loan B issuance.
R1 has announced the acquisition of Cloudmed in a deal valued at
$4.1 billion, to be funded in part through the issuances of an
incremental $500 million first-lien term loan A and a new $540
million first-lien term loan B, as well as an $150 million upsize
to the existing revolving credit facility with no additional draw,
and the balance funded through equity issued to the owners of
Cloudmed.
Fitch believes the acquisition bolsters the company's end-to-end
revenue cycle management (RCM) solutions, adds critical
capabilities to address growing needs for revenue maximization by
health care providers, facilitates access to the large hospital
system client segment and provides opportunities for cross selling
across the combined client base.
KEY RATING DRIVERS
Secular Tailwinds: Fitch expects R1 to benefit from underlying
secular trends in U.S. health care spending. The Centers for
Medicare and Medicaid Services (CMS) forecasts national health
expenditure growth of 5.4% per annum through 2028 due to
longstanding trends in medical procedure/drug cost and utilization
growth.
In addition, efforts to digitize health records, increasing
regulatory burdens, overall medical billing complexity and other
cost pressures has led to a fragmented environment in which many
RCM software vendors offer narrow point solutions, or target niche
customer segments or practice verticals. As a result, hospital
systems and large providers often engage dozens of vendors to
fulfil and process their RCM needs, creating pent-up demand for an
end-to-end solution from the marketplace.
R1's outsourced RCM offerings deliver this end-to-end solution by
leveraging their own experienced billing/coding staff, utilizing a
software platform that integrates the various RCM software tools,
and provides increased efficiency through improved accuracy and use
of automation. As a result, external spend by providers on RCM
solutions is forecast to grow 12% per annum through 2027 creating a
strong tailwind for adoption of R1's solutions.
Growth Prospects: Fitch expects R1 to maintain a reliable organic
growth profile. R1's percent of collections pricing model results
in strong correlation with the underlying secular growth in U.S.
health care spending. In addition, Fitch notes the company's
pipeline of contracts in the ramp phase totals $26.5 billion in
NPR, providing multi-year runway for sustained growth given the
company's capacity to implement $5 billion of new NPR per annum,
which is set to increase to $7 billion of capacity exiting FY22.
Growth prospects are further supported by strong retention rates
resulting from an average contract life of 8.5 years and high
switching costs that include staff training, implementation costs,
business interruption risks and reduced productivity when swapping
vendors. Fitch believes that the secular tailwinds and high
switching costs produce a dependable growth trajectory that
benefits the credit profile.
Low Cyclicality: Closely related to the underlying health care
expenditure secular growth driver, Fitch expects R1to exhibit low
cyclicality for the foreseeable future. Fitch believes the
company's pricing model ensures strong correlation to overall U.S.
health care spending, which is highly non-discretionary and has
experienced uninterrupted growth since at least 2000 according to
CMS. As a result, Fitch believes R1 will demonstrate a stable
credit profile with little sensitivity to macroeconomic cycles.
Transaction: The Cloudmed acquisition supports R1's strategy to
increase efficiency, accuracy, automation and revenue for
customers' RCM needs. The acquisition brings leading software
capabilities in recovering reimbursements from commercial and
government payors that may have been lost due to processing or
billing inaccuracies, incorrect denials, complexity or aged
receivables.
Fitch believes these services fulfill increasingly important client
needs in maximizing collections given the noted pressures on
profitability. The deal also facilitates R1's increased penetration
into the large hospital client segment and presents meaningful
opportunities for cross-selling into the respective client bases.
Financial Policy: R1 does not maintain a formal financial policy
commitment. However, Fitch expects management to take a
conservative posture with regards to financial leverage as the
company is in the early stages of its growth opportunity. The
acquisition of Cloudmed will be funded with $940 million of
incremental debt. Fitch forecasts FY22 pro forma leverage of 3.0x,
declining to 2.5x by FY23 due to the 5% scheduled amortization rate
on the TLa and the expectation for over 15% growth in EBITDA.
Fitch does not expect the company to adopt a formal financial
policy given desired flexibility to maximize long-term shareholder
value through organic growth, acquisitions or share buybacks,
indicative of the 'BB' rating category.
Governance Structure: Ascension Health Alliance, the nation's
largest Catholic and non-profit health system, along with
TowerBrook Capital Partners, will beneficially jointly own 40% of
R1's common equity on a fully diluted basis, down from 56%
currently, and will continue to control six Board seats with three
appointed by New Mountain Capital, the current owner of Cloudmed.
In 2016, R1 entered into a long-term strategic partnership with
Ascension and TowerBrook Capital Partners, an investment management
firm, whereby R1 would serve as the exclusive provider of RCM
services for the hospitals affiliated with Ascension in exchange
for an investment of $200 million in shares of Convertible
Preferred Stock and a warrant to acquire up to 60 million
additional shares of common stock.
In 2021, the preferreds were converted and 19.5 million warrants
were exercised, leaving 40.5 million warrants outstanding that
expire in February 2026. Fitch believes the ownership concentration
introduces potential concerns regarding Board independence and
effectiveness, but notes no prior record of governance failings.
Customer Concentration: R1 derives a significant portion of its
revenue from two customers. In particular, Ascension and
Intermountain Healthcare represented 61% and 14% of FY21 revenue,
respectively. Fitch estimates Ascension's contribution to revenue
will decline to 40%-45% following the combination with Cloudmed.
Ascension serves as a strong reference customer for R1's salesforce
ability to win new logos. In addition, given Ascension's ownership
position inR1, Fitch expects interests to be aligned. However, the
magnitude of the concentration introduces risk of severe credit
profile degradation should the nature of the relationship change in
the future. Fitch typically views material customer concentration
as representative of the 'BB' rating category.
DERIVATION SUMMARY
Fitch evaluates R1 under the pending transaction in which the
company will acquire Cloudmed for $4.1 billion. Fitch believes the
combination positions R1 to build on its strong growth of 16% in
FY21 and gain an increasing share of health providers external
spend on RCM solutions. Fitch expects stability in the credit
profile over the rating horizon as R1 benefits from a reliable
growth path with a pricing model that creates close correlation to
the underlying secular growth in U.S. health care expenditures and
a robust pipeline of contract wins to be implemented over the next
36 months.
In addition, Fitch expects R1 to exhibit minimal cyclicality and
durable resistance to economic cycles due to the non-discretionary
nature of health care spend to persist, strong client retention
rates, average contract life of 8.4 years, high switching costs and
pent-up demand for end-to-end RCM solutions in respect of
significant whitespace available to further penetrate the target
market.
In its analysis relative to peers, Fitch compares R1 to HCIT peers
including, RCM providers athenahealth Group, Inc. (B/Stable),
nThrive (B-/Stable) and Waystar (B-/Stable). The transaction, which
will lead to a material increase in total debt to $1.8 billion
outstanding from $776 million currently, leads to Fitch's forecast
for FY22 pro forma leverage of 3.5x, below the range 5.0x-11.5x
range for Fitch-rated all covered health care IT issuers.
The company's profitability metrics are mixed in comparison to
peers with Fitch forecasting EBITDA margins of 27%-28% following
the transaction, which compares below the 33% average for
Fitch-rated HCIT peers due the company's higher labor component in
its offerings. However, Fitch also expects consistent FCF margins
in the mid-teens following the transaction, above the levels of
peers due to a lower interest burden as peers are predominantly
private equity owned and are more aggressively capitalized than the
publicly traded R1. The agency believes strong FCF will be
sustainable due the low cyclicality of the business, strong
customer retention, reliable growth and low capital intensity.
Fitch believes the 'BB' rating is supported by the secular
tailwinds benefitting the company, the reliable growth trajectory,
low cyclicality and strong industrial logic for the acquisition of
Cloudmed. Key ratings constraints include a lack of financial
policy needed to ensure flexibility in delivery shareholder value
growth, the governance structure with joint ownership position by
Ascension/TowerBrook and the customer concentration.
No Country Ceiling had an impact on the rating. Fitch applied its
Master Corporate Rating Criteria and Corporates Recovery Ratings
and Instrument Ratings Criteria. No operating environment aspects
had an impact on the rating.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch's Rating Case for the Issuer:
-- Transaction: acquisition of Cloudmed completed for total
consideration of $4.1 billion, funded in part through the
issuances of an incremental $500 million first-lien term loan
A and a new $540 million first-lien term loan B, a $150
million upsize to the existing RCF with no additional draw,
and the balance funded by equity issuance to shareholder of
the target;
-- Revenue: Organic revenue growth of 14.6% in FY22 plus
contribution from Cloudmed acquisition; organic growth slowing
from mid-teens to low double digits over the forecast horizon
as company ramps contract wins;
-- Margins: EBITDA margin of 28% in FY22 due to addition of
higher margin Cloudmed revenue, increasing to 29% over the
forecast horizon due to gradual achievement of $98 million of
identified synergies by 2026 and operating leverage;
-- Capex: capital intensity of 4.1% in FY22, gradually declining
to 3.3% over the forecast horizon.
RATING SENSITIVITIES
Fitch does not foresee positive rating action over the ratings
horizon due to elevated customer concentration and the concentrated
ownership.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Increased customer diversification;
-- Improved governance structure such that Ascension/TowerBrook
no longer exercise effective control;
-- Formal commitment to an explicit financial policy.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Total debt with equity credit/Op. EBITDA sustained above 3.5x;
-- (CFO-capex)/total debt with equity credit sustained below 15%;
-- Sustained loss of market share or underperformance relative to
guidance and forecasts.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Fitch expects R1 to maintain abundant liquidity throughout the
forecast horizon given strong free cash flow margins, a highly
variable cost structure, and moderate liquidity requirements. Pro
forma for the transaction, liquidity is expected to be comprised of
a $600 million RCF with $80 million drawn and $170 million readily
available cash balance. Liquidity is further supported by Fitch's
forecast for over $550 million in aggregate FCF over 2022-2023.
Fitch forecasts steady growth in liquidity to over $1.1 billion
over the ratings horizon due to accumulation of FCF and the
expectation for no further draw on the RCF.
ISSUER PROFILE
R1 RCM manages health care revenue cycle operations for health
systems, hospitals and physician groups.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch made standard financial adjustments as described in the
applicable ratings criteria.
ESG CONSIDERATIONS
R1 RCM Inc. has an ESG Relevance Score of '4' for Governance
Structure due to concentrated joint ownership by Ascension and
TowerBrook who are expected to beneficially own 40% of the common
equity on a pro forma basis and control six Board seats, while
Ascension will also remain a material customer representing 40%-45%
of pro forma revenue, which has a negative impact on the credit
profile, and is relevant to the rating[s] in conjunction with other
factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
REGIONAL HEALTH: Adjourns Special Meeting Until May 31
------------------------------------------------------
Regional Health Properties, Inc. convened its special meeting of
the holders of its 10.875% Series A Cumulative Redeemable Preferred
Shares and holders of its common stock, no par value, on May 2,
2022. At the Special Meeting, the holders of Series A Preferred
Stock and the holders of Common Stock, voting together as a single
class, approved the adjournment of the Special Meeting for the
purpose of soliciting additional votes for the approval of the
Required Proposals (as defined in the Proxy Statement/Prospectus),
and the Special Meeting was adjourned.
The Special Meeting will be reconvened on Tuesday, May 31, 2022 at
10:00 a.m., Eastern Time, at Sonesta Gwinnett Place Atlanta,
located at 1775 Pleasant Hill Road, Duluth, Georgia. The record
date for determination of the holders of Series A Preferred Stock
and the holders of Common Stock entitled to notice of, and to vote
at, the reconvened Special Meeting remains the close of business on
Feb. 24, 2022.
Any proxies previously submitted by the holders of Series A
Preferred Stock and the holders of Common Stock with respect to the
Special Meeting convened and adjourned on May 2, 2022 will continue
to be counted. Such holders need not submit a new proxy for their
votes to be counted. The holders of Series A Preferred Stock and
the holders of Common Stock may revoke their proxies as set forth
in the Proxy Statement/Prospectus.
As previously announced, the Company commenced an offer to exchange
any and all of its outstanding Series A Preferred Stock for newly
issued shares of the Company's 12.5% Series B Cumulative Redeemable
Preferred Shares. The Company is extending the expiration date for
the Exchange Offer from 5:00 p.m., New York City time, on May 2,
2022 to 5:00 p.m., New York City time, on May 31, 2022 to allow
additional time for the holders of Series A Preferred Stock to
tender their shares of Series A Preferred Stock in the Exchange
Offer. As of 5:00 p.m., New York City time, on May 2, 2022,
2,275,300 shares of Series A Preferred Stock had been properly
tendered (and not validly withdrawn) in the Exchange Offer.
Morrow Sodali LLC is acting as the Information Agent in connection
with the Exchange Offer and as the Proxy Solicitor in connection
with the Special Meeting, and Continental Stock Transfer & Trust
Company, our transfer agent, is acting as the Exchange Agent in
connection with the Exchange Offer.
The complete terms and conditions of the Exchange Offer are set
forth in the Proxy Statement/Prospectus and the related Letter of
Transmittal that are filed with the U.S. Securities and Exchange
Commission under cover of Schedule TO/13E-3 and were sent to
holders of the existing Series A Preferred Stock and Common Stock,
as applicable. The Proxy Statement/Prospectus and the notice of
the Special Meeting were mailed to holders of record of Series A
Preferred Stock and holders of record of Common Stock as of the
close of business on Feb. 24, 2022 beginning on or about Feb. 28,
2022. Free copies of the Proxy Statement/Prospectus, the related
Letter of Transmittal and all other documents containing important
information about RHE and the Exchange Offer can be obtained
through the SEC's website at www.sec.gov or by contacting the
Information Agent and Proxy Solicitor, Morrow Sodali LLC, at (203)
658-9400 for banks and brokers (collect) and (800) 662-5200 for all
other callers (toll free).
About Regional Health Properties
Regional Health Properties, Inc. (NYSE American: RHE)
(NYSEAmerican: RHEpA) -- http://www.regionalhealthproperties.com--
is a self-managed healthcare real estate investment company that
invests primarily in real estate purposed for senior living and
long-term healthcare through facility lease and sub-lease
transactions.
Regional Health a net loss of $1.18 million for the year ended Dec.
31, 2021, and a net loss of $688,000 for the year ended Dec. 31,
2020. As of Dec. 31, 2021, the Company had $105.70 million in
total assets, $95.30 million in total liabilities, and $10.40
million in total stockholders' equity.
REPLICEL LIFE: Delays Filing of 2021 Annual Report
--------------------------------------------------
Replicel Life Sciences Inc. filed a Form 12b-25 with the Securities
and Exchange Commission notifying the delay in the filing of its
Annual Report on Form 20-F for the year ended Dec. 31, 2021.
The Company was unable to file, without unreasonable effort and
expense, its Annual Report because the compilation and review of
the information required to be in the annual report has not been
finalized before the filing deadline.
About Replicel
RepliCel is a regenerative medicine company focused on developing
cell therapies for aesthetic and orthopedic conditions affecting
what the Company believes is approximately one in three people in
industrialized nations, including aging/sun-damaged skin, pattern
baldness, and chronic tendon degeneration. These conditions, often
associated with aging, are caused by a deficit of healthy cells
required for normal tissue healing and function. These cell
therapy product candidates are based on RepliCel's innovative
technology, utilizing cell populations isolated from a patient's
healthy hair follicles.
Replicel reported a net loss and comprehensive loss of C$1.58
million for the year ended Dec. 31, 2020, compared to a net loss
and comprehensive loss of C$3 million for the year ended Dec. 31,
2019.
Vancouver, British Columbia-based BDO Canada LLP, the Company's
auditor since 2010, issued a "going concern" qualification in its
report dated April 30, 2021, citing that the Company has
accumulated losses of $38,158,327 since its inception and incurred
a loss of $1,580,285 during the year ended Dec. 31, 2020. These
events or conditions, along with other matters, indicate that a
material uncertainty exists that may cast substantial doubt about
its ability to continue as a going concern.
RETROTOPE INC: Seeks to Hire Womble Bond Dickinson as Counsel
-------------------------------------------------------------
Retrotope, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Womble Bond Dickinson (US), LLP
to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. advising the Debtor with respect to its powers and duties in
the continued management and operation of its business and
properties;
b. attending meetings and negotiating with representatives of
creditors, interest holders, and other parties in interest;
c. analyzing proofs of claim filed against the Debtor and
potential objections to such claims;
d. taking necessary action on behalf of the Debtor to negotiate,
obtain approval of and consummate the sale of its assets;
e. analyzing executory contracts and unexpired leases and
potential assumptions, assignments, or rejections of such contracts
and leases;
f. taking all necessary action to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending any action commenced against the Debtor, and
representing the Debtor's interests in negotiations concerning
litigation in which the Debtor is involved, including objections to
claims filed against the estate;
g. preparing legal papers;
h. taking necessary action to negotiate, prepare, and obtain
approval of a disclosure statement and confirmation of a plan of
reorganization;
i. advising the Debtor in connection with any potential sale of
assets or stock and taking necessary action to guide the Debtor
through such potential sale;
j. appearing before the bankruptcy court or any appellate
courts;
k. advising on corporate, litigation, environmental, finance,
tax, employee benefits, and other legal matters; and
l. performing all other necessary legal services for the
Debtor.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Partner $325 to $1,285 per our
Of Counsel $370 to $985 per hour
Associates $230 to $755 per hour
Senior Counsels $125 to $710 per hour
Counsel $100 to $740 per hour
Paralegal $50 to $ 500 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
The retainer fee is $75,000.
Matthew Ward, Esq., a partner at Womble, 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:
Matthew P. Ward, Esq.
Womble Bond Dickinson (US) LLP
1313 North Market Street, Suite 1200
Wilmington, DE 19801
Tel: (302) 252-4320
Email: matthew.ward@wbd-us.com
About Retrotope Inc.
Retrotope Inc., a biopharma company in Los Altos, Calif., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. D. Del. Case No. 22-10228) on March 21, 2022, listing up to
$1 million in assets and up to $10 million in liabilities. Jami B
Nimeroff serves as Subchapter V trustee.
Judge John T. Dorsey oversees the case.
The Debtor tapped Matthew P. Ward, Esq., at Womble Bond Dickinson
(US), LLP as legal counsel; SSG Advisors, LLC as investment banker;
and Rock Creek Advisors, LLC as financial advisor. BMC Group, Inc.
is the claims and noticing agent and administrative advisor.
RETROTOPE INC: Taps BMC Group as Administrative Advisor
-------------------------------------------------------
Retrotope, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ BMC Group, Inc. as
administrative advisor.
The firm's services include:
a. assisting in the solicitation, balloting and tabulation of
votes, and prepare any related reports in support of confirmation
of a Chapter 11 plan;
b. generating an official ballot certification and testifying,
if necessary, in support of the ballot tabulation results;
c. in connection with the balloting services, handling requests
for documents;
d. gathering data in conjunction with the preparation of the
Debtor's schedules of assets and liabilities and statements of
financial affairs;
e. providing a confidential data room, if requested; and
f. managing and coordinating any distributions pursuant to a
confirmed Chapter 11 plan.
The hourly rates charged by the firm for its services are as
follows:
Clerical & Document Custody $25 to $40 per hour
Analysts/Case Support Associates $65 to $90 per hour
Technology/Programming $75 to $125 per hour
Consultants/Senior Consultants $95 to $125 per hour
Project Manager/Director $130 to $175 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
The retainer fee is $10,000.
Tinamarie Feil, president of BMC Group, 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:
Tinamarie Feil
BMC Group, Inc.
600 1st Avenue
Seattle, WA 98104
Tel: (206) 499-2169
Email: tfeil@bmcgroup.com
About Retrotope Inc.
Retrotope Inc., a biopharma company in Los Altos, Calif., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. D. Del. Case No. 22-10228) on March 21, 2022, listing up to
$1 million in assets and up to $10 million in liabilities. Jami B
Nimeroff serves as Subchapter V trustee.
Judge John T. Dorsey oversees the case.
The Debtor tapped Matthew P. Ward, Esq., at Womble Bond Dickinson
(US), LLP as legal counsel; SSG Advisors, LLC as investment banker;
and Rock Creek Advisors, LLC as financial advisor. BMC Group, Inc.
is the claims and noticing agent and administrative advisor.
RETROTOPE INC: Taps Rock Creek as Financial Advisor
---------------------------------------------------
Retrotope, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Rock Creek Advisors, LLC as
financial advisor.
The firm's services include:
a. evaluating the Debtor's strategic restructuring
alternatives;
b. assisting the Debtor in the preparation of a 13-week cash
forecast, including professional fees related to potential
restructuring alternatives;
c. assisting the Debtor in obtaining and negotiating
debtor-in-possession financing;
d. assisting the Debtor in building and maintaining a virtual
data room for debtor-in-possession financing;
e. negotiating with various parties-in-interest;
f. providing guidance to the Debtor in completing the necessary
schedules to accompany restructuring alternatives;
g. gathering data in order to prepare bankruptcy schedules,
pleadings and fiduciary filings required in a bankruptcy
proceeding;
h. providing the Debtor and the court with any information
necessary to confirm and consummate a Chapter 11 plan; and
i. supporting the Debtor in matters requested by its board of
directors.
The hourly rates charged by the firm for its services are as
follows:
Managing Directors $450 to $595 per hour
Managers and Senior Managers $325 to $450 per hour
Associates and Staffs $200 to $325 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
The retainer fee is $50,000.
Brian Ayers, a managing director at Rock Creek Advisors, 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:
Brian Ayers
Rock Creek Advisors, LLC
1738 Belmar Blvd.
Belmar, NJ 07719
Tel: (201) 315-2521
Email: bayers@rockcreekfa.com
About Retrotope Inc.
Retrotope Inc., a biopharma company in Los Altos, Calif., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. D. Del. Case No. 22-10228) on March 21, 2022, listing up to
$1 million in assets and up to $10 million in liabilities. Jami B
Nimeroff serves as Subchapter V trustee.
Judge John T. Dorsey oversees the case.
The Debtor tapped Matthew P. Ward, Esq., at Womble Bond Dickinson
(US), LLP as legal counsel; SSG Advisors, LLC as investment banker;
and Rock Creek Advisors, LLC as financial advisor. BMC Group, Inc.
is the claims and noticing agent and administrative advisor.
RETROTOPE INC: Taps SSG Advisors as Investment Banker
-----------------------------------------------------
Retrotope, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ SSG Advisors, LLC as its
investment banker.
The firm will provide these services:
a. prepare an information memorandum describing the Debtor, its
historical performance and prospects, including existing contracts,
products, marketing and sales, labor force, management, status of
FDA approvals, intellectual property, and financial projections;
b. assist the Debtor in compiling a data room of documents
related to the transaction;
c. assist the Debtor in developing a list of suitable
transaction parties who will be contacted on a discreet and
confidential basis after approval by the Debtor and update and
review such list with the Debtor on an on-going basis;
d. coordinate the execution of confidentiality agreements for
potential transaction parties wishing to review the information
memorandum;
e. assist the Debtor in coordinating physical or virtual site
visits for interested transaction parties and work with the
management team to develop appropriate presentations for such
visits;
f. solicit competitive offers from potential transaction
parties;
g. advise and assist the Debtor and its professionals with the
structuring of transaction procedures, the conduct of any auction
that may result therefrom, or a plan of reorganization;
h. advise and assist the Debtor in structuring the transaction,
and negotiating the transaction agreements;
i. be available for meetings and court appearances, including
providing testimony in furtherance and support of a transaction and
restructuring process; and
j. assist the Debtor and its other professionals, as necessary,
through a transaction closing, and funds distribution on a best
efforts basis.
The firm will be paid as follows:
a. An initial fee of $20,000.
b. A monthly fee of $20,000 payable beginning April 1, 2022.
Fifty percent of the monthly fee beginning June 1, 2022, shall be
credited toward the transaction fee.
c. Sale Fee. Upon the consummation of a Sale transaction to any
party and as a direct carveout from proceeds of any sale, prior in
right to any pre-petition and post-petition secured debt, the firm
shall be entitled to a fee, payable in cash, in federal funds via
wire transfer or certified check, at and as a condition of closing
of such sale transaction, equal to the following:
In the event that a stalking horse bid is in place, and there are
no other qualified bidders to participate in a Section 363 auction,
then the sale fee will be $300,000. However, in the event that
there is a stalking horse bid in place and there are one or more
additional qualified bidders, then the sale fee will be $350,000,
plus five percent (5%) of the first $5 million of total
consideration above the stalking horse bid; plus two percent (2%)
of total consideration thereafter.
d. Restructuring Fee. Upon confirmation of a plan of
reorganization effectuating a restructuring, the firm shall be
entitled to a fee payable in cash, in federal funds via wire
transfer or certified check, at and as a condition of closing such
transaction equal to $300,000. For the sake of clarity, the firm
shall not be entitled to both a sale fee and a restructuring fee.
In the event of both a sale and restructuring, SSG Advisors will
only receive the greater of the sale fee or restructuring fee as
noted above. The firm will also receive reimbursement for
out-of-pocket expenses.
J. Scott. Victor, a managing director at SSG Advisors, 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:
J. Scott. Victor
SSG Advisors, LLC
300 Barr Harbor Drive
West Conshohocken, PA 19428
Tel: (610) 940-1094/(610) 940-5802
Fax: (610) 940-4719
Email: jsvictor@ssgca.com
About Retrotope Inc.
Retrotope Inc., a biopharma company in Los Altos, Calif., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. D. Del. Case No. 22-10228) on March 21, 2022, listing up to
$1 million in assets and up to $10 million in liabilities. Jami B
Nimeroff serves as Subchapter V trustee.
Judge John T. Dorsey oversees the case.
The Debtor tapped Matthew P. Ward, Esq., at Womble Bond Dickinson
(US), LLP as legal counsel; SSG Advisors, LLC as investment banker;
and Rock Creek Advisors, LLC as financial advisor. BMC Group, Inc.
is the claims and noticing agent and administrative advisor.
REVLON INC: Incurs $67 Million Net Loss in First Quarter
--------------------------------------------------------
Revlon, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $67 million
on $479.6 million of net sales for the three months ended March 31,
2022, compared to a net loss of $96 million on $445 million of net
sales for the three months ended March 31, 2021.
As of March 31, 2022, the Company had $2.37 billion in total
assets, $795.8 million in total current liabilities, $3.31 billion
in long-term debt, $143.9 million in long-term pension and other
post-retirement plan liabilities, $206.6 million in other long-term
liabilities, and $2.08 billion in total stockholders' deficiency.
Revlon stated that, "The ongoing and prolonged COVID-19 pandemic
has had, and continues to have, a significant adverse effect on the
Company's business around the globe, which could continue for the
foreseeable future. The COVID-19 pandemic has adversely impacted
net sales in all major commercial regions that are important to the
Company's business. COVID-19's adverse impact on the global
economy has contributed to the imposition of face mask mandates,
lockdowns and other significant restrictions in the United States
and abroad from time to time; global supply chain disruptions,
including manufacturing and transportation delays, due to closures,
employee absences, port congestion, labor and container shortages,
and shipment delays, increased transportation costs, and shortages
in raw materials, tight labor markets and inflationary pressures
for a number of industries, including consumer retail, and related
consumer products shortages and price increases; closures,
bankruptcies and/ or reduced operations of retailers, beauty
salons, spas, offices and manufacturing facilities; labor
shortages with employers in many industries, including consumer
retail, experiencing increased competition to recruit, hire and
retain employees; travel and transportation restrictions leading
to declines in consumer traffic in key shopping and tourist areas
around the globe; and import and export restrictions. These
adverse economic conditions have resulted in the general slowdown
of the global economy, in turn contributing to a significant
decline in net sales within each of the Company's reporting
segments and regions. However, with the roll out of COVID-19
vaccinations in 2021 and the easing of COVID-19 restrictions in the
United States and in many of the Company's key markets around the
globe, the Company saw a gradual rebound in consumer spending and
consumption in 2021, which continued into 2022. The Company
continues to closely monitor the associated impacts of COVID-19,
including the impacts of any new variants of COVID-19 and
subsequent "waves" of the pandemic, and will take appropriate
actions in an effort to mitigate the COVID-19 pandemic's negative
effects on the Company's operations and financial results.
"The Company continues to focus on cost reduction and risk
mitigation actions to address the ongoing impact from the COVID-19
pandemic as well as other risks in the business environment. It
expects to generate additional liquidity through continued cost
control initiatives as well as funds provided by selling certain
assets or other strategic transactions in connection with the
Company's ongoing Strategic Review. If sales decline, the
Company's cost control initiatives may include reductions in
discretionary spend and reductions in investments in capital and
permanent displays. Management believes that the debt transactions
completed during the first quarter of 2022, along with existing
cash and cash equivalents and cost control initiatives provides the
Company with sufficient liquidity to meet its obligations and
maintain business operations for the next twelve months."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/887921/000088792122000011/rev-20220331.htm
About Revlon
Revlon, Inc. conducts its business exclusively through its direct
wholly-owned operating subsidiary, Revlon Consumer Products
Corporation, and its subsidiaries. Revlon is an indirect
majority-owned subsidiary of MacAndrews & Forbes Incorporated, a
corporation beneficially owned by Ronald O. Perelman. The Company
operates in four brand-centric reporting segments that are aligned
with its organizational structure based on four global brand teams:
Revlon; Elizabeth Arden; Portfolio; and Fragrances. The Company
manufactures, markets and sells an extensive array of beauty and
personal care products worldwide, including color cosmetics;
fragrances; skin care; hair color, hair care and hair treatments;
beauty tools; men's grooming products; anti-perspirant deodorants;
and other beauty care products.
Revlon reported a net loss of $206.9 million for the year ended
Dec. 31, 2021, a net loss of $619 million for the year ended Dec.
31, 2020, and a net loss of $157.7 million for the year ended Dec.
31, 2019. As of Dec. 31, 2021, Revlon had $2.43 billion in total
assets, $787.6 million in total current liabilities, $3.30 billion
in long-term debt, $147.3 million in long-term pension and other
post-retirement plan liabilities, $206.2 million in other long-term
liabilities, and a total stockholders' deficiency of $2.01 billion.
SAINT ELIZABETH UNIVERSITY: S&P Rates 2016 Revenue Bonds 'BB'
-------------------------------------------------------------
S&P Global Ratings revised the outlook to stable from negative and
affirmed its 'BB' long-term rating on the New Jersey Educational
Facilities Authority's series 2016 revenue bonds, issued for Saint
Elizabeth University (SEU).
"The outlook revision reflects our expectation that operations will
remain stable over the next two years, particularly given
management's expectation for a strong first-year class in fall
2022," said S&P Global Ratings credit analyst Nicholas Fortin. S&P
said, "Furthermore, we believe that available resources will remain
stable over the outlook period and that, without any planned
expense increases or additional debt plans, available resource
ratios will, at least, remain at current levels. Finally, the
outlook revision reflects our view that management's expectation
for a strong first-year class in fall 2022 could help stabilize
enrollment although we recognize that stabilization could take time
given the smaller first-year classes in fall 2020 and fall 2021."
As of fiscal year-end 2021, SEU had approximately $22.6 million in
debt outstanding including the series 2016 bonds, a term loan with
a financial institution, two notes, and minor capital and operating
leases. The series 2016 bonds are a general obligation of SEU.
Management has no plans for additional debt at this time.
S&P said, "We assessed SEU's enterprise profile as vulnerable, with
a small enrollment, declining applications, weak selectivity, and
low matriculation. Total full-time equivalent (FTE) enrollment grew
steadily between fall 2016 and fall 2020, but it fell in fall 2021.
Given the university's small FTE enrollment of just above 1,000 and
a highly competitive landscape, it is particularly susceptible to
market and industry pressures. Small enrollment changes, both
positive and negative, can have a large impact on the university's
performance, resulting in greater volatility than schools with
larger enrollment levels. We assessed SEU's financial profile as
adequate, with sufficient available resources relative to those of
similarly rated peers, a manageable debt burden, and operating
surpluses in three of the past four years, although university
operations are highly reliant on a small, vulnerable enrollment.
SEU also has significant deferred maintenance needs, which, over
the coming years, will need to be met with either fundraising or
debt. We believe these credit factors, combined, lead to an
indicative stand-alone credit profile of 'bb' and a final rating of
'BB'."
SEEDTREE MANAGEMENT: Case Summary & Eight Unsecured Creditors
-------------------------------------------------------------
Debtor: Seedtree Management Group, LLC
435 Oncrest Ter
Cliffside Park, NJ 07010-2814
Case No.: 22-13870
Business Description: Seedtree Management is the fee simple owner
of three real properties in Guttenberg and
North Bergern, New Jersey having an
aggregate current value of $2.43 million.
Chapter 11 Petition Date: May 11, 2022
Court: United States Bankruptcy Court
District of New Jersey
Debtor's Counsel: Brian G. Hannon, Esq.
NORGAARD, O'BOYLE & HANNON
184 Grand Ave
Englewood, NJ 07631-3578
Email: bhannon@norgaardfirm.com
Total Assets: $2,426,270
Total Liabilities: $2,340,817
The petition was signed by Leslie Boamah as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/QPCOJNY/Seedtree_Management_Group_LLC__njbke-22-13870__0001.0.pdf?mcid=tGE4TAMA
SERVICE ONE: Case Trustee Wins Cash Collateral Access Thru June 10
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, authorized Mark A. Weibart, the trustee of
Service One, LLC, to use the cash collateral of BlueVine Capital
Inc. and the U.S. Small Business Association in accordance with the
budget through June 10, 2022.
The Court said the Replacement Liens granted to BlueVine in the
First Interim Order are extended for the duration that the Trustee
is authorized to use the cash collateral. The Extended BlueVine
Replacement Liens are intended to act as adequate protection
pursuant to 11 U.S.C. sections 361(2) and 552 to the extent of any
diminution in value of BlueVine's interest in such cash collateral
as a result of the Trustee's use thereof, in accordance with
existing priority.
The SBA Replacement Liens granted to the SBA in the First Interim
Order and as defined therein, are extended for the duration that
the Trustee is authorized to use the cash collateral. The Extended
SBA Replacement Liens are intended to act as adequate protection
pursuant to 11 U.S.C. sections 361(2) and 552 to the extent of any
diminution in value of the SBA's interest.
The BlueVine Replacement Liens and the SBA Replacement Liens are in
the same amount, extend, validity and priority as those liens
existing pre-petition and that no filing, recording, or other acts
in accordance with any applicable local, state, or federal law,
rule, or regulation are necessary to perfect the Extended BlueVine
Replacement Liens and the Extended SBA Replacement Liens.
The Trustee is prohibited from using any cash collateral to pay,
discharge, provide security for, or reduce any prepetition debt
obligation owed by the Debtor to any creditor or other person,
except for payments made to employees and others as permitted by
separate and further order of the Court.
The final hearing on the matter is scheduled for June 7 at 2 p.m.
A copy of the order is available at https://bit.ly/3M5Praw from
PacerMonitor.com.
About Service One, LLC
Addison, Texas-based Service One, LLC operates a construction
business which acts as a general contractor in the renovation of
residential properties, new home construction, roofing and
restoration of rental properties. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case
No. 22-40503) on April 21, 2022. In the petition signed by manager
Dell James and Mike Bates, as appointed financial advisor, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Brenda T. Rhoades oversees the case.
Christopher J. Moser, Esq., at Quilling, Selander, Cumminskey and
Lownds is the Debtor's counsel.
SPG HOSPICE: Trustee Wins Cash Collateral Access Thru June 3
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
James Cross, the duly appointed and acting Chapter 11 Trustee of
SPG Hospice, LLC, Scottsdale Physicians Group, PLC, and United
Telehealth Corp., to use cash collateral on an interim basis
through June 3, 2022, in accordance with the budget, with a 10%
variance.
As of Petition Date, the Debtors are in default to Arizona Bank and
Trust under several Loan Documents.
As of April 8, 2022, the Borrowers' total indebtedness owed to the
AZBT on the Loans was $5,075,312 plus accrued and accruing
interest, costs and attorneys' fees.
TOPPS, LLC contends it made two loans to debtor SPG:
* The first, made on June 23, 2021, in the principal amount of
$1.5 million, is evidenced by, among other things, a Secured
Promissory Note in the principal amount of $1.5 million and a
Collateral Security Agreement through which, among other things,
SPG granted TOPPS a security interest in the accounts receivable
described therein. The security interest was perfected by the
filing of a UCC-1 financing statement with the Arizona Secretary of
State on July 7, 2021.
* The second, made on September 30, 2021, in the principal
amount of $750,000, is evidenced by, among other things, a Secured
Promissory Note in the principal amount of $750,000 and a
Collateral Security Agreement through which, among other things,
SPG granted TOPPS a security interest in the accounts receivable
described therein. The security interest was perfected by the
filing of a UCC-1 financing statement with the Arizona Secretary of
State on October 15, 2021.
All obligations owing to TOPPS are also secured by a deed of trust
against the residence and by the personal guarantee of the
Guarantors. AZBT and the Trustee have not yet reviewed TOPPS's loan
documents and are not yet in a position to stipulate to the
accuracy of the foregoing description.
The Debtors submitted an emergency request to use cash collateral
for payroll for the period of April 11, 2022 - April 24, 2022 in
the total amount of $404,904. These funds were on deposit and
available in the Debtors' bank account with JP Morgan Chase Bank.
On April 28, 2022, the Parties, other than TOPPS, which had not
then received notice of the emergency request, stipulated to the
use of cash collateral to make the Hospice Payroll in exchange for,
among other things, the (i) appointment of a Trustee, and (ii) a
replacement lien in favor of AZBT in the exact amount and priority
that AZBT held prior to the Petition Date.
Consistent with the Budget and as a form of adequate protection,
during the first week of the month, the Trustee will pay to AZBT
the equivalent of interest only on the three matured Loans, i.e.,
$23,000.
Pursuant to 11 U.S.C. sections 363 and 364, AZBT will reverse the
Setoff and release the $1.2 million to the Debtor's estate to be
used exclusively as set forth in the Agreed Order.
As adequate protection, AZBT is granted valid and perfected, first
position priority security interests and liens in all of Trustee's
interests in any property acquired after the Petition Date of the
type described as AZBT's collateral in the applicable loan
documents, including all proceeds therefrom. The Replacements Liens
granted to AZBT will: (i) secure repayment of the AZBT Indebtedness
limited by the amount of cash collateral used by Debtor from and
after the Petition Date; (ii) be evidenced by the existing Loan
Documents and the Agreed Order; and (iii) be valid and perfected,
first position lien and security interest in the cash collateral
and other Collateral.
AZBT's Replacement Liens will attach to and be perfected in, among
other collateral, the approximately $1 million in monies the
Trustee recovered from merchant cash advance creditors, who are
junior to AZBT's valid and perfected, first position security
interests and liens.
TOPPS is granted a valid and perfected security interest and lien
in all of SPG's now-owned or after-acquired property of any kind or
nature, whether real, personal, tangible, or intangible, wherever
located. The Adequate Protection Lien is limited to the amount of
any diminution in the value of TOPPS's prepetition collateral
arising on or after the petition date, including, but not limited
to, diminution from SPG's use of TOPPS cash collateral.
A copy of the order and the Debtors' budgets is available at
https://bit.ly/37v4cEH from PacerMonitor.com.
SPG, SPG Hospice project $8,381,904 in total inflows and $7,442,955
in total outflows for the 13-week ending July 29, 2022.
Scottsdale Physicians Group projects $5,406,073 in total inflows
and $4,913,691 in total outflows for the 13-week ending July 29,
2022.
United Telehealth projects $2,598,168 in total inflows and
$2,182,645 in total outflows for the 13-week ending July 29, 2022.
SPG Hospice projects $377,663 in total inflows and $346,619 in
total outflows for the week ending July 29, 2022.
About SPG Hospice, LLC
SPG Hospice, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 22-02385) on April 19,
2022. In the petition signed by Nima Ghadimi, managing member, the
Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Eddward P. Ballinger Jr. oversees the case.
Jonathan Philip Ibsen, Esq., at Canterbury Law Group, LLP is the
Debtor's counsel.
STRATEGIC IQ LLC: Taps Dennis M. Pousak as Special Counsel
----------------------------------------------------------
Strategic iQ, LLC received approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to employ Dennis M. Pousak,
P.C. as special counsel.
The Debtor needs the firm's legal assistance in connection with
immigration and personnel matters.
The firm will be paid $5,150 for H1B visa process services, and
additional fees that go to the U.S. government which are as
follows: (i) $2,500 Form I-907 expedite fee; (ii) $1,500 H-1B
processing fee; (iii) $500 USCIS Security Fee; and (iv) $460 Form
I-129 Fee.
Dennis Pousak, Esq., a partner at Dennis M. Pousak, P.C., 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:
Dennis M. Pousak, Esq.
Dennis M. Pousak, P.C.
19079 Van Rd.
Livonia, MI 48152
Tel: (248) 615-1931
Fax: (248) 615-8520
About Strategic iQ
Strategic iQ, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-41595) on
March 2, 2022, listing up to $500,000 in both assets and
liabilities. Charles M. Mouranie serves as the Subchapter V
trustee.
Judge Thomas J. Tucker oversees the case.
The Debtor tapped Robert N. Bassel, Esq., a practicing attorney in
Clinton, Mich., as bankruptcy counsel; and Dennis M. Pousak, P.C.
as special counsel.
TALEN ENERGY: S&P Downgrades LT ICR to 'D' on Bankruptcy Filing
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Talen Energy Supply LLC, as well as its issue-level ratings on its
debt, to 'D' from 'CCC'.
The 'A/A-1' joint letter of credit (LOC) rating on Talen's $130
million PEDFA bonds remains unchanged.
Talen filed for a voluntary reorganization under Chapter 11 of the
U.S. Bankruptcy Code. The downgrade follows the company filing for
a voluntary reorganization on May 9, 2022. S&P notes that Talen has
secured $1.76 billion of debtor-in-possession financing (the DIP
Facilities) comprising a $1.0 billion term loan, a $300 million
revolving credit facility, and a $458 million letter of credit
facility.The 'A/A-1' rating on Talen's PEDFA bonds remains
unchanged as it is backed by a letter of credit from MUFG Bank.
Talen is an independent power producer with approximately 13
gigawatts of owned capacity in the PJM, ERCOT, ISO-NE, and WECC
markets. The company generates and sells electricity, capacity, and
related products from a fleet of nuclear, natural gas, and coal
power plants in the U.S.
TAVERN ON LAGRANGE: Wins Cash Collateral Access Thru May 24
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Tavern on Lagrange Corp. to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance, through May 24, 2022.
The Debtor and its creditors Fox Capital Group, Inc., Swift
Financial, LLC as Servicing Agent for WebBank, and Kapitus
Servicing, Inc, as agent of Kapitus LLC, agreed that Fox claims an
interest in the cash collateral on account of a prepetition
security interest that the Debtor granted. In addition, Fox has a
prepetition judgment against the Debtor and also claims a secured
interest in the Debtor's cash collateral by virtue of a UCC-1
filing on February 17, 2021.
Swift claims an interest in the cash collateral on account of a
prepetition security interest that the Debtor granted. Swift also
claims an interest in the Debtor's cash collateral by virtue of a
UCC-1 filing on June 28, 2018.
Kapitus claims an interest in the cash collateral resulting from a
perfected, unavoidable lien on, and in, prepetition collateral, and
asserts the Debtor owes Kapitus at least $75,249 as of the petition
date, as detailed in the Kapitus proof of claim filed in the case.
The Debtor is permitted to use cash collateral to pay its
employees, except that no payments may be made to any insider, or
any relative of any insider, or to Gregory Perkins or Tiffany
Perkins. No person may be paid any amount in excess of the
statutory priority amount in 11 U.S.C. section 507(a)(4). Any
payments to insiders (including Antonio Barnes and Tiffany Perkins)
during the period April 29 to May 5 must be reversed or returned to
the estate, and documentation showing as much must be provided to
the United States Trustee and the Subchapter V Trustee by 12:00
p.m. on May 11, 2022.
The Debtor may also use cash collateral for other necessary
expenses to preserve the value of the Debtor's estate.
As adequate protection, Fox, Swift and Kapitus are granted
replacement liens attaching to their collateral, but only to the
extent of their prepetition liens and only to the extent of
priority on the petition date, and each is granted a valid,
perfected lien upon, and security interest in, to the extent and in
the order of priority of any valid prepetition lien.
A further hearing on the matter is scheduled for May 23 at 10 a.m.
A copy of the order and the Debtor's May 2022 budget is available
at https://bit.ly/3yufxjl from PacerMonitor.com.
The Debtor projects $777.417 in total income and $448,832 in total
expenses for the period.
About Tavern on Lagrange Corp.
Tavern on Lagrange Corp. is a privately held company that operates
an upscale bistro at 5403 South La Grange Road, Countryside, IL
60525. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-04773) on April 26,
2022. In the petition signed by Estevein G. Perkins, as manager and
designated corporate representative, the Debtor disclosed up to
$50,000 in assets and up to $10 million in liabilities.
Judge Benjamin A. Goldgar oversees the case.
J. Kevin Benjamin, Esq., at Benjamin Legal Services is the Debtor's
counsel.
TRI-WIRE ENGINEERING: Wins Cash Collateral Access Thru July 2
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, authorized Tri-Wire Engineering Solutions, Inc.
to use cash collateral for the period from May 1 through July 2,
2022, pursuant to an Updated Budget, on the terms and conditions
set forth in, and subject in all respects to the Existing Order.
The Updated Budget will, for the covered period, constitute the
"Wind-Down Budget" for purposes of the Existing Order.
The Existing Order remains in full force and effect, as extended by
the Order for the Extension Period.
A copy of the order is available at https://bit.ly/3FCypOF from
PacerMonitor.com.
About Tri-Wire Engineering Solutions, Inc.
Tri-Wire Engineering Solutions, Inc. -- https://www.triwire.net/ --
provides installation, construction, maintenance and other
technical support services to cable and telecommunications
companies throughout North America. Tri-Wire Engineering was
formed in 1999 and is headquartered in Tewksbury, Mass.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 21-11322 on September 13,
2021. In the petition filed by Ruben V. Klein, president, the
Debtor disclosed up to $10 million in assets and up to $50 million
in liabilities.
Casner & Edwards, LLP is the Debtor's counsel. Gentzler Henrich &
Associates LLC is the Debtor's financial advisor and turnaround
consultant, and SSG Advisors, LLC serves as its investment banker.
UNITI GROUP: Posts $52.9 Million Net Income in First Quarter
------------------------------------------------------------
Uniti Group Inc. reported net income of $52.86 million on $278.03
million of total revenues for the three months ended March 31,
2022, compared to a net loss of $4.50 million on $272.59 million of
total revenues for the three months ended March 31, 2021.
As of March 31, 2022, the Company had $4.89 billion in total
assets, $6.98 billion in total liabilities, and a total
shareholders' deficit of $2.09 billion.
"The demand for our mission critical communications infrastructure
remains very strong as evidenced by the fourth consecutive quarter
of elevated new consolidated bookings, a 58% increase over the
first quarter of 2021. We also continue to demonstrate the shared
infrastructure benefits of fiber with robust Adjusted EBITDA and
AFFO growth," commented Kenny Gunderman, president and chief
executive officer.
Mr. Gunderman continued, "We continue to grow and densify our
national network of 129,000 route miles of fiber, making it one of
the largest in the country."
On April 24, 2022, certain lender commitments under the Company's
senior revolving credit facility matured. These commitments
totaled $60.5 million and were not extended as part of the
Company's amended credit agreement dated Dec. 10, 2020. The
aggregate size of the Company's current senior revolving credit
facility is $500 million and will mature on Dec. 10, 2024.
At quarter-end, the Company had approximately $386.6 million of
unrestricted cash and cash equivalents, and undrawn borrowing
availability under its revolving credit agreement. The Company's
leverage ratio at quarter-end was 5.74x based on net debt to first
quarter 2022 annualized Adjusted EBITDA.
On May 3, 2022, the Company's Board of Directors declared a
quarterly cash dividend of $0.15 per common share, payable on
July 1, 2022, to stockholders of record on June 17, 2022.
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/0001620280/000156459022018041/unit-ex991_26.htm
About Uniti
Headquartered in Little Rock, Arkansas, Uniti Group Inc. --
http://www.uniti.com-- is an internally managed real estate
investment trust. It is engaged in the acquisition and
construction of mission critical communications infrastructure, and
is a provider of wireless infrastructure solutions for the
communications industry. As of March 31, 2022, Uniti owns
approximately 129,000 fiber route miles, 7.7 million fiber strand
miles, and other communications real estate throughout the United
States.
Uniti Group reported net income of $124.75 million for the year
ended Dec. 31, 2021, compared to a net loss of $718.81 million
for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company
had $4.81 billion in total assets, $6.92 billion in total
liabilities, and a total shareholders' deficit of $2.11 billion.
* * *
In March 2020, S&P Global Ratings placed all ratings on U.S.
telecom REIT Uniti Group Inc., including the 'CCC-' issuer credit
rating, on CreditWatch with positive implications. The CreditWatch
placement follows the company's announcement it reached an
agreement in principle with its largest tenant Windstream Holdings
Inc. to resolve all legal claims it asserted against Uniti in the
context of Windstream's bankruptcy proceedings.
VISTRA CORP: S&P Affirms 'BB' ICR on Capital Raise, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its issuer credit rating of 'BB' on
Vistra Corp. At the same time, S&P affirmed its issue-level ratings
on the senior secured and unsecured debt of Vistra Operations
Company LLC, at 'BBB-' and 'BB', respectively.
S&P said, "Our '1' recovery rating on the company's senior secured
debt is unchanged, indicating our expectation of very high
(90%-100%; rounded estimate: 95%) recovery in a default scenario.
Similarly, our '3' recovery rating on the company's senior
unsecured debt is unchanged, indicating our expectation of
meaningful (50%-70%; rounded estimate: 55%) recovery in default.
"The stable outlook reflects our view that Vistra will maintain its
credit metrics within our expectations, with a debt-to-EBITDA ratio
of about 3.2x-3.7x, as the company continues its adequate
operational performance in a rising power price environment."
Vistra is proposing to issue short-term senior secured notes at its
wholly owned subsidiary, Vistra Operations Company LLC, to help
meet rising cash collateral requirements, which S&P views as a
temporary strain on liquidity. At the same time, the company should
ultimately benefit from rising power prices over the long term,
given its high energy margin exposure.
Vistra will eventually benefit from stronger power pricing. Vistra
will eventually profit from rising power prices given its material
energy margin exposure through its wholesale segment. In addition
to keeping some unhedged generation in all periods, the company is
also adding to its hedge book in future years to lock in attractive
forward prices. Having a material portion of its generation hedged
in 2023 and 2024 should result in good cash flow visibility and
uplift in terms of EBITDA. This is in stark contrast with previous
years, when the material backwardation of the curve made hedging
well in advance less attractive. At the same time, the potential
uplift for 2022 is limited, given that the company is largely
hedged at lower prices with about 91% of natural gas generation and
94% of nuclear/coal generation hedged.
Therefore, S&P anticipates that Vistra's projected 2023 and 2024's
EBITDA should be about $3.8 billion-$3.9 billion, which is higher
than its previous expectation of $3.3 billion-$3.4 billion. This
should result in adjusted leverage of about 3.2x-3.7x during our
outlook horizon. At the same time, there is still material
uncertainty regarding the unhedged energy margin performance, as
the currently elevated power prices could normalize over the long
term.
Vistra's margin requirements have increased due to higher power
prices, which result in temporarily elevated liquidity needs.The
company is facing higher cash collateral requirements, as spot
power prices rose significantly in April 2022. S&P said, "We view
this as temporarily putting a strain on Vistra's liquidity, as the
hedges will start to settle, and the cash reverts to the company.
At the same time, we also view Vistra's maintaining adequate
operational performance as key to mitigating risk. We believe that
the company should be able to generate enough power to settle those
hedges, and therefore get its posted collateral back, given its
historically high fleet availability. In addition, Vistra usually
keeps some generation length through peak seasons as a risk
mitigation strategy in case of extreme tail events."
Liquidity should remain adequate, given Vistra's capital raising
activities. Vistra is strengthening its liquidity profile through
various initiatives, which should help meet rising collateral
requirements. The company is proposing to issue short-term senior
secured notes, which S&P anticipates will be used to post
collateral. At the same time, the company has also increased the
availability on its commodity-linked revolving credit facility
(RCF) by $1 billion, which bring the total borrowing base on this
facility to $2 billion. The commodity-linked RCF is used to meet
collateral postings, with the borrowing base fluctuating in line
with those requirements.
S&P said, "We don't expect that this new senior secured note will
be a permanent part of Vistra's capital structure. In addition, we
expect that the company will maintain the same capital allocation
priorities during our outlook horizon, which include debt repayment
of about $1 billion, as well as material share repurchases and a
robust capital spending plan.
"The stable outlook reflects S&P Global Ratings' view that Vistra
will maintain its credit metrics at 3.2x-3.7x during the outlook
horizon, with adjusted funds from operations (FFO) to debt of about
22%-26%. We don't anticipate that Vistra will revise its capital
allocation priorities, which include large share repurchases, a
significant capital expenditure (capex) program, and debt
repayment. Under our revised projections, we also expect that
Vistra will benefit from rising power prices starting 2023, in line
with its locked-in hedges. Finally, we expect Vistra will maintain
robust operational performance and adequate retail performance."
S&P could take a negative rating action if:
-- Debt to EBITDA nears 4x on a sustained basis; or
-- FFO to debt declines below 20% on a sustained basis.
Such a scenario could occur if Vistra were to undertake financial
policies that are more aggressive than expected, with a larger
share buyback, capex spending financed with debt, or less debt
repayment than expected. This could also occur if the company's
performance, either in the wholesale or retail segments, were below
expectations and not sufficiently offset with debt reduction
commensurate with the decline in cash flows. In addition, S&P could
take a negative rating action if Vistra were to experience material
operational issues that negatively affected its ability to generate
power and settle its hedges.
S&P could revise the outlook to positive if:
-- Market reforms implemented in the Electric Reliability Council
of Texas (ERCOT) are geared toward reducing heightened systemic
risk; and
-- Adjusted debt to EBITDA declines below 3.25x and FFO to debt
increases above 25% on a sustained basis.
Improved credit metrics could be driven by a continued improved
power pricing environment, with Vistra not revising its current
financial policies, which include debt repayment.
ESG credit indicators: E-4, S-2, G-2
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Vistra Corp. The
company plans to retire 8 GW of generation capacity by 2027 to
aggregate 19 GW of emitting retirements since 2010. It has
succeeded in reducing greenhouse gas emissions by 45% of its 2010
baseline and has a net-zero target by 2050. Even as only 3.8 GW of
coal-fired generation will remain in operation post 2027, its
portfolio is still largely gas-fired. However, it expects to
operate at least 7.3 GW of zero-carbon generation by 2026."
W&T OFFSHORE: All Three Proposals Passed at Annual Meeting
----------------------------------------------------------
W&T Offshore, Inc. held its Annual Meeting in Houston, Texas, at
which the shareholders:
(1) elected Ms. Virginia Boulet, Mr. Daniel O. Conwill IV, Mr.
Tracy W. Krohn, and Mr. B. Frank Stanley as directors to hold
office until the 2023 Annual Meeting of Shareholders and until
their successors are duly elected and qualified;
(2) approved, on an advisory basis, the compensation of the
Company's named executive officers; and
(3) ratified the appointment of Ernst & Young LLP as the
Company's independent public accountants for the year ended Dec.
31, 2022.
About W&T Offshore
W&T Offshore, Inc. -- http://www.wtoffshore.com-- is an
independent oil and natural gas producer with operations offshore
in the Gulf of Mexico and has grown through acquisitions,
exploration and development. The Company currently has working
interests in 41 producing fields in federal and state waters and
has under lease approximately 611,000 gross acres, including
approximately 424,000 gross acres on the Gulf of Mexico Shelf and
approximately 187,000 gross acres in the Gulf of Mexico deepwater.
A majority of the Company's daily production is derived from wells
it operates.
W&T Offshore reported a net loss of $41.48 million for the year
ended Dec. 31, 2021, compared to net income of $37.79 million for
the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$1.19 billion in total assets, $324.38 million in total current
liabilities, $687.94 million in long-term debt, $368.08 million in
asset retirement obligations (less current portion), $55.39 million
in other liabilities, $113,000 in deferred income taxes, $4.50
million in commitments and contingencies, and a total
shareholders'deficit of $247.18 million.
* * *
In May 2021, S&P Global Ratings affirmed the 'CCC+' issuer credit
rating on Houston-based W&T Offshore Inc.
As reported by the TCR on April 19, 2021, Moody's Investors Service
upgraded W&T Offshore, Inc.'s Corporate Family Rating to Caa1 from
Caa2, Probability of Default Rating to Caa1-PD from Caa2-PD and
senior secured second lien notes rating to Caa2 from Caa3. The
outlook was changed to stable from negative. "The upgrade of W&T
Offshore's ratings reflects higher commodity prices that support
continued positive free cash flow in 2021," said Jonathan Teitel, a
Moody's analyst.
W&T OFFSHORE: Incurs $2.5 Million Net Loss in First Quarter
-----------------------------------------------------------
W&T Offshore, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.46 million on $191 million of total revenues for the three
months ended March 31, 2022, compared to a net loss of $746,000 on
$125.65 million of total revenues for the three months ended March
31, 2021.
As of March 31, 2022, the Company had $1.35 billion in total
assets, $426.47 million in total current liabilities, $680.44
million in long-term debt, $407.68 million in asset retirement
obligations (less current portion), $80.34 million in other
liabilities, $113,000 in deferred income taxes, $4.50 million in
commitments and contingencies, and a total shareholders' deficit of
$249.39 million.
As of March 31, 2022, W&T had available liquidity of $265.5 million
comprised of $215.5 million in cash and cash equivalents and $50.0
million of borrowing availability under W&T's first priority lien
secured revolving facility with Calculus Lending, LLC, an
affiliated company of Mr. Krohn. At quarter-end, the Company had
total debt of $720.3 million (or Net Debt of $504.8 million, net of
cash and cash equivalents), consisting of the balance of the
non-recourse Mobile Bay term loan of $172.1 million and $548.2
million of 9.75% Senior Second Lien Notes, net of unamortized debt
issuance costs for both instruments. Total debt decreased by $10.6
million during the first quarter. Net Debt increased by $19.7
million for the quarter ended March 31, 2022 due primarily to a
decrease in cash and cash equivalents attributable to acquisitions
funded with cash on hand during the quarter and substantial
increases in oil and gas receivables balances throughout the
quarter due to rising oil and gas prices.
Management Commentary
Tracy W. Krohn, chairman and chief executive officer, stated, "We
are off to a strong start in 2022, with solid operational and
financial results that demonstrate our ability to deliver on our
strategy of free cash flow generation, maintain high-quality
conventional production, and capitalize on accretive opportunities.
Our first quarter production was at the top end of the guidance
range, LOE costs were below the low end of the guidance range, and
we grew Adjusted EBITDA by 37% quarter over quarter to $89.7
million. Additionally, we paid down $10.6 million in debt in the
first quarter and our Net Debt to TTM Adjusted EBITDA ratio has
declined to 2.0 times from 3.4 times at the same time last year.
Assuming recent forward strip prices, we are forecasting that our
Net Debt to TTM Adjusted EBITDA could end the year below 1.0 times,
assuming no additional acquisitions."
"Yesterday, we announced a Memorandum of Understanding ("MOU") with
Korea National Oil Corporation ("KNOC") that formalizes the
intention of the two entities to work together to pursue various
opportunities in upstream oil and gas in North America. KNOC is a
highly respected company in our industry and this MOU will allow us
to look at opportunities that can be made even more successful by
combining our strengths and working together."
"We remain active in our search for complementary and accretive
acquisitions, and were pleased with the results of our efforts when
we closed the ANKOR acquisition in February. These shallow water
producing properties have a solid base of proved reserves and
strong free cash flow, both of which are key factors when we
consider any acquisition opportunities and shape our strategic
vision. We initiated recompletion activity on those assets in the
first quarter and we'll continue to find ways to maximize the value
of this acquisition. Subsequent to quarter-end, we purchased the
remaining working interests in those properties from an undisclosed
private seller for approximately $17.5 million, which brings W&T's
total working interest in the assets to 100%. Assuming strip
pricing as of April 18, 2022, we estimate year-end 2021 proved and
probable reserves for W&T's 100% working interest in the properties
were approximately 6.7 MMBoe (70% oil) and 9.5 MMBoe (75% oil),
respectively. Net production to W&T's interests at quarter-end was
approximately 4.5 MBoe/d."
"We recently issued our annual Environmental, Social, and
Governance ("ESG") report for 2022. The Company made positive
strides across all three ESG elements, including another year of
declining Scope 1 greenhouse gas emissions. We are committed to
building upon the solid foundation we have created here at W&T.
ESG is a key part of our core values and culture, and we're excited
to continue making a positive impact on our employees and the
communities in which we operate and live, as well as protecting and
preserving the environment in all aspects of our business."
"We believe we are well positioned with a solid balance sheet and a
substantial inventory of drilling opportunities with potentially
high rates of return. Our strong financial footing also allows us
to evaluate and quickly execute on accretive acquisition
opportunities that meet our criteria as we did in February. We'll
continue to evaluate opportunities to be more active in our
drilling program; however, our near-term focus is on continuing to
improve our leverage profile and maintain our financial
flexibility. We're constantly evaluating acquisition opportunities
and we have the ability to move quickly if we see something that
meets our criteria. We remain committed to growing shareholder
value and are well positioned for future success."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001288403/000155837022007085/wti-20220331x10q.htm
About W&T Offshore
W&T Offshore, Inc. -- http://www.wtoffshore.com-- is an
independent oil and natural gas producer with operations offshore
in the Gulf of Mexico and has grown through acquisitions,
exploration and development. As of March 31, 2022, the Company had
working interests in 47 fields in federal and state waters and has
under lease approximately 655,000 gross acres, including
approximately 474,000 gross acres on the Gulf of Mexico Shelf and
approximately 181,000 gross acres in the Gulf of Mexico deepwater.
A majority of the Company's daily production is derived from wells
it operates.
W&T Offshore reported a net loss of $41.48 million for the year
ended Dec. 31, 2021, compared to net income of $37.79 million for
the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$1.19 billion in total assets, $324.38 million in total current
liabilities, $687.94 million in long-term debt, $368.08 million in
asset retirement obligations (less current portion), $55.39 million
in other liabilities, $113,000 in deferred income taxes, $4.50
million in commitments and contingencies, and a total shareholders'
deficit of $247.18 million.
* * *
In May 2021, S&P Global Ratings affirmed the 'CCC+' issuer credit
rating on Houston-based W&T Offshore Inc.
As reported by the TCR on April 19, 2021, Moody's Investors Service
upgraded W&T Offshore, Inc.'s Corporate Family Rating to Caa1 from
Caa2, Probability of Default Rating to Caa1-PD from Caa2-PD and
senior secured second lien notes rating to Caa2 from Caa3. The
outlook was changed to stable from negative. "The upgrade of W&T
Offshore's ratings reflects higher commodity prices that support
continued positive free cash flow in 2021," said Jonathan Teitel, a
Moody's analyst.
WILDWOOD VILLAGES: Plan Trustee Taps Rallis Segundo as Accountant
-----------------------------------------------------------------
Ross Johnston, the plan trustee appointed in Wildwood Villages,
LLC's Chapter 11 case, received approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Rallis Segundo,
P.A. as accountant.
The firm's services include the preparation of the 2022 Tangible
Personal Property Tax Returns (Form DR-405) for assets in place as
of Jan. 1, 2022; and the annual compiled special purpose financial
statement for year ending Dec. 31, 2021.
The firm will be paid a flat fee of $15,000.
John Rallis II, a partner at Rallis Segundo, 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:
John N. Rallis II
Rallis Segundo, P.A.
4053 Summerwood Ave.
Orlando, FL 32812
Tel: (407) 812-8490
Fax: (407) 812-8495
Email: tax@ralliscpa.com
About Wildwood Villages
Wildwood Villages, LLC is a company engaged in activities related
to real estate. The company is based in Wildwood, Fla.
Wildwood Villages filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-02569) on Aug. 28, 2020, listing $3,150,861 in assets and
$3,428,386 in liabilities. Jonathan Woods, manager, signed the
petition.
Matthew S. Kish, Esq., Esq. at Shapiro Blasi Wasserman & Hermann,
P.A. is the Debtor's legal counsel.
On Feb. 23, 2022, the court confirmed the Debtor's Chapter 11 plan
and approved the selection of Ross Johnston to oversee the
liquidating trust created under the plan. Ryan E. Davis, Esq., at
Winderweedle, Haines, Ward & Woodman, P.A. serves as the plan
trustee's legal counsel.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re American Fuel
Bankr. E.D. Wisc. Case No. 87-21883
Chapter 11 Petition filed May 2, 2022
Case Opened for Administrative Purposes
In re Pano, LLC
Bankr. D. Mass. Case No. 22-10607
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/L2FUL2Y/Pano_LLC__mabke-22-10607__0001.0.pdf?mcid=tGE4TAMA
represented by: John F. Sommerstein, Esq.
LAW OFFICES OF JOHN F. SOMMERSTEIN
E-mail: jfsommer@aol.com
In re In Touch Health, Inc.
Bankr. S.D. Miss. Case No. 22-00848
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/ZOTZITA/In_Touch_Health_Inc__mssbke-22-00848__0001.0.pdf?mcid=tGE4TAMA
represented by: Douglas M. Engell, Esq.
DOUG ENGEL
E-mail: dengell@dougengell.com
In re 7713 Curiosity Avenue, LLC
Bankr. D. Nev. Case No. 22-11568
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/CUE6WEQ/7713_CURIOSITY_AVENUE_LLC__nvbke-22-11568__0001.0.pdf?mcid=tGE4TAMA
represented by: Roger P. Croteau, Esq.
ROGER P. CROTEAU & ASSOCIATES LTD.
E-mail: croteaulaw@croteaulaw.com
In re 2370 Forest LLC
Bankr. D.N.J. Case No. 22-13637
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/N3ZYO4Q/2370_Forest_LLC__njbke-22-13637__0001.0.pdf?mcid=tGE4TAMA
represented by: David L. Stevens, Esq.
SCURA, WIGFIELD, HEYER, STEVENS &
CAMMAROTA, LLP
E-mail: ecfbkfilings@scuramealey.com
In re 1801 Admin, LLC
Bankr. E.D. Pa. Case No. 22-11163
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/CBK6CBA/1801_Admin_LLC__paebke-22-11163__0001.0.pdf?mcid=tGE4TAMA
represented by: Aris J. Karalis, Esq.
KARALIS PC
E-mail: akaralis@karalislaw.com
In re Domus BWW Funding, LLC
Bankr. E.D. Pa. Case No. 22-11162
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/BJALAPY/Domus_BWW_Funding_LLC__paebke-22-11162__0001.0.pdf?mcid=tGE4TAMA
represented by: Aris J. Karalis, Esq.
KARALIS PC
E-mail: akaralis@karalislaw.com
In re Financial Investments and Real Estate, LLC
Bankr. E.D. Pa. Case No. 22-11150
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/QXCPKOY/Financial_Investments_and_Real__paebke-22-11150__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Cataldo, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
E-mail: mcataldo@gsbblaw.com
In re Love Renovations & Design, LLC
Bankr. E.D. Pa. Case No. 22-11152
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/FDXKUFI/Love_Renovations__Design_LLC__paebke-22-11152__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Cianciulli, Esq.
WEIR & PARTNERS LLP
E-mail: jcianciulli@weirpartners.com
In re Marita Wolf
Bankr. M.D. Tenn. Case No. 22-01430
Chapter 11 Petition filed May 3, 2022
represented by: Denis Waldron, Esq.
In re Modern Rental Homes LLC
Bankr. S.D. Tex. Case No. 22-31224
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/QEVDNMY/Modern_Rental_Homes_LLC__txsbke-22-31224__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 14860 Watson Road Real Estate Company, LLC
Bankr. W.D. Tex. Case No. 22-50474
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/HPODCDA/14860_Watson_Road_Real_Estate__txwbke-22-50474__0001.0.pdf?mcid=tGE4TAMA
represented by: William R. Davis, Jr., Esq.
LANGLEY & BANACK, INC.
E-mail: wrdavis@langleybanack.com
In re Solterra Renewable Technologies Inc.
Bankr. W.D. Tex. Case No. 22-10297
Chapter 11 Petition filed May 3, 2022
See
https://www.pacermonitor.com/view/DYNW5KI/Solterra_Renewable_Technologies__txwbke-22-10297__0001.0.pdf?mcid=tGE4TAMA
represented by: Deirdre Carey Brown, Esq.
DEIRDRE CAREY BROWN, PLLC
FORSHEY & PROSTOK LLP
E-mail: dbrown@forsheyprostok.com
In re W T Pinnick Trust
Bankr. M.D. Fla. Case No. 22-01812
Chapter 11 Petition filed May 4, 2022
See
https://www.pacermonitor.com/view/UMGJMWY/W_T_Pinnick_Trust__flmbke-22-01812__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Biringer's Shop and Service, LLC
Bankr. D. Kan. Case No. 22-20394
Chapter 11 Petition filed May 4, 2022
See
https://www.pacermonitor.com/view/YZPSAUI/Biringers_Shop_and_Service_LLC__ksbke-22-20394__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re A&C Timber, Inc.
Bankr. N.D. Ala. Case No. 22-01051
Chapter 11 Petition filed May 5, 2022
See
https://www.pacermonitor.com/view/P54POEQ/AC_Timber_Inc__alnbke-22-01051__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven D. Altmann, Esq.
ALTMANN LAW FIRM, LLC
NOMBERG LAW FIRM
E-mail: steve@nomberglaw.com
In re Antonio Julio and Cleopatra U. Julio
Bankr. N.D. Cal. Case No. 22-50388
Chapter 11 Petition filed May 5, 2022
represented by: Lars Fuller, Esq.
THE FULLER LAW FIRM, P.C.
In re George Vukobratovich
Bankr. M.D. Fla. Case No. 22-00496
Chapter 11 Petition filed May 5, 2022
represented by: Edward Peterson, Esq.
In re Jordan David Poppa-Turner
Bankr. M.D. Fla. Case No. 22-00497
Chapter 11 Petition filed May 5, 2022
represented by: Edward Peterson, Esq.
In re CJ Construction and Development, Inc.
Bankr. D. Mass. Case No. 22-40333
Chapter 11 Petition filed May 5, 2022
See
https://www.pacermonitor.com/view/SRJTJ4A/CJ_Construction_and_Development__mabke-22-40333__0001.0.pdf?mcid=tGE4TAMA
represented by: James P. Ehrhard, Esq.
EHRHARD & ASSOCIATES, P.C.
E-mail: ehrhard@ehrhardlaw.com
In re Mohamid O. Yassin
Bankr. E.D.N.Y. Case No. 22-40954
Chapter 11 Petition filed May 5, 2022
represented by: Nigel Blackman, Esq.
In re Ambada, LLC
Bankr. W.D.N.Y. Case No. 22-20215
Chapter 11 Petition filed May 5, 2022
See
https://www.pacermonitor.com/view/6UNRJEY/AMBADA_LLC__nywbke-22-20215__0001.0.pdf?mcid=tGE4TAMA
represented by: Ronald S. Goldman, Esq.
RONALD S. GOLDMAN, ESQ.
E-mail: rosgol@yahoo.com
In re American Flamingo, L.L.C.
Bankr. D.P.R. Case No. 22-01290
Chapter 11 Petition filed May 5, 2022
See
https://www.pacermonitor.com/view/V4YT43Q/AMERICAN_FLAMINGO_LLC__prbke-22-01290__0001.0.pdf?mcid=tGE4TAMA
represented by: Hector Eduardo Pedrosa Luna, Esq.
THE LAW OFFICES OF HECTOR EDUARDO PEDROSA
LUNA
E-mail: hectorpedrosa@gmail.com
In re Ageless Serums LLC
Bankr. S.D. Tex. Case No. 22-31259
Chapter 11 Petition filed May 5, 2022
See
https://www.pacermonitor.com/view/NCAUBQI/Ageless_Serums_LLC__txsbke-22-31259__0001.0.pdf?mcid=tGE4TAMA
represented by: Benjamin L. Wallen, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
E-mail: bwallen@pszjlaw.com
In re Roxanne Libersat Gilton
Bankr. W.D. La. Case No. 22-50295
Chapter 11 Petition filed May 5, 2022
represented by: H. Kent Aguillard, Esq.
Caleb K. Aguillard, Esq.
In re Nelson Family Lawn Care, LLC
Bankr. N.D. Ala. Case No. 22-01068
Chapter 11 Petition filed May 6, 2022
See
https://www.pacermonitor.com/view/QAY3PQQ/Nelson_Family_Lawn_Care_LLC__alnbke-22-01068__0001.0.pdf?mcid=tGE4TAMA
represented by: C. Taylor Crockett, Esq.
C. TAYLOR CROCKETT, P.C.
E-mail: taylor@taylorcrockett.com
In re Liberated Specialty Foods, Inc.
Bankr. N.D. Ala. Case No. 22-80777
Chapter 11 Petition filed May 6, 2022
See
https://www.pacermonitor.com/view/QZASXRY/Liberated_Specialty_Foods_Inc__alnbke-22-80777__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin D. Heard, Esq.
HEARD, ARY & DAURO, LLC
E-mail: kheard@heardlaw.com
In re Barrera Family Transport, LLC
Bankr. D. Ariz. Case No. 22-02872
Chapter 11 Petition filed May 6, 2022
See
https://www.pacermonitor.com/view/SR3SCJQ/BARRERA_FAMILY_TRANSPORT_LLC__azbke-22-02872__0001.0.pdf?mcid=tGE4TAMA
represented by: Allan D. NewDelman, Esq.
ALLAN D. NEWDELMAN, P.C.
E-mail: anewdelman@adnlaw.net
In re Jordan Thomas Wise and Brittany Lynne Wise
Bankr. D. Ariz. Case No. 22-02875
Chapter 11 Petition filed May 6, 2022
represented by: Randy Nussbaum, Esq.
In re Without Walls Property Solutions, LLC
Bankr. W.D.N.Y. Case No. 22-20219
Chapter 11 Petition filed May 6, 2022
See
https://www.pacermonitor.com/view/XK4G6DA/Without_Walls_Property_Solutions__nywbke-22-20219__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Caribbean Banana, Inc.
Bankr. D.P.R. Case No. 22-01302
Chapter 11 Petition filed May 6, 2022
See
https://www.pacermonitor.com/view/SKTHJXQ/CARIBBEAN_BANANA_INC__prbke-22-01302__0001.0.pdf?mcid=tGE4TAMA
represented by: Enrique Almeida, Esq.
Zelma Davila, Esq.
ALMEIDA & DAVILA, PSC
E-mail: info@almeidadavila.com
In re Felix Quiroz, Jr. and Maria E. Quiroz
Bankr. W.D. Tex. Case No. 22-70058
Chapter 11 Petition filed May 6, 2022
represented by: E.P. Bud Kirk, Esq.
In re Chrisavgi Michialis
Bankr. E.D.N.Y. Case No. 22-40972
Chapter 11 Petition filed May 7, 2022
represented by: Lawrence Morrison, Esq.
In re Genesis Development Corporation
Bankr. N.D. Ala. Case No. 22-01080
Chapter 11 Petition filed May 9, 2022
See
https://www.pacermonitor.com/view/T7SV3PY/Genesis_Development_Corporation__alnbke-22-01080__0001.0.pdf?mcid=tGE4TAMA
represented by: Frederick M. Garfield, Esq.
SPAIN & GILLON, LLC
E-mail: fgarfield@spain-gillon.com
In re Indie Brewing, LLC
Bankr. C.D. Cal. Case No. 22-12633
Chapter 11 Petition filed May 9, 2022
See
https://www.pacermonitor.com/view/H3VHGWY/Indie_Brewing_LLC__cacbke-22-12633__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael S. Kogan, Esq.
KOGAN LAW FIRM, APC
E-mail: mkogan@kogalawfirm.com
In re H. I. D. Interiors, Inc.
Bankr. S.D. Cal. Case No. 22-01228
Chapter 11 Petition filed May 9, 2022
See
https://www.pacermonitor.com/view/2DOFTQI/H_I_D_Interiors_Inc__casbke-22-01228__0001.0.pdf?mcid=tGE4TAMA
represented by: Craig E. Dwyer, Esq.
CRAIG E. DWYER, ESQ.
E-mail: craigedwyer@aol.com
In re Suzanne V. Ferry
Bankr. M.D. Fla. Case No. 22-01866
Chapter 11 Petition filed May 9, 2022
represented by: Buddy Ford, Esq.
BUDDY D. FORD, P.A.
In re Logos Incorporated
Bankr. D. Md. Case No. 22-12491
Chapter 11 Petition filed May 9, 2022
See
https://www.pacermonitor.com/view/UL535GI/Logos_Incorporated__mdbke-22-12491__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert B. Scarlett, Esq.
SCARLETT & CROLL, P.A.
E-mail: rscarlett@scarlettcroll.com
In re Yacoub F. Aoude
Bankr. D. Mass. Case No. 22-40347
Chapter 11 Petition filed May 9, 2022
represented by: John Desmond, Esq.
In re Bellisimadoll Hair Specialists LLC
Bankr. S.D.N.Y. Case No. 22-10586
Chapter 11 Petition filed May 9, 2022
See
https://www.pacermonitor.com/view/6PHKFAQ/Bellisimadoll_Hair_Specialists__nysbke-22-10586__0001.0.pdf?mcid=tGE4TAMA
represented by: H. Bruce Bronson, Esq.
BRONSON LAW OFFICE, P.C.
E-mail: hbbronson@bronsonlaw.net
In re 8112 LAKE HILLS, LLC
Bankr. D. Nev. Case No. 22-11643
Chapter 11 Petition filed May 9, 2022
See
https://www.pacermonitor.com/view/VHWOU5Q/8112_LAKE_HILLS_LLC__nvbke-22-11643__0001.0.pdf?mcid=tGE4TAMA
represented by: Roger P. Croteau, Esq.
ROGER P. CROTEAU & ASSOCIATES LTD.
E-mail: croteaulaw@croteaulaw.com
In re A+ Remodeling & Construction, Inc.
Bankr. N.D. Tex. Case No. 22-50066
Chapter 11 Petition filed May 9, 2022
See
https://www.pacermonitor.com/view/D7D6RPY/A_Remodeling__Construction_Inc__txnbke-22-50066__0001.0.pdf?mcid=tGE4TAMA
represented by: Brad W. Odell, Esq.
MULLIN HOARD & BROWN, L.L.P.
E-mail: bodell@mhba.com
*********
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.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
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.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2022. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
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