/raid1/www/Hosts/bankrupt/TCR_Public/220531.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, May 31, 2022, Vol. 26, No. 150
Headlines
10-10 TRAINING OF CEDAR PARK: Gym Files Subchapter V Case
2192 TEXAS PARKWAY: June 30 Hearing on Plan & Disclosures
6200 NE 2ND AVENUE: July 14 Hearing on Plan & Disclosures
8TH AVENUE FOOD: Moody's Cuts CFR to Caa1, Outlook Negative
942 PENN RR: Seeks to Hire Mark S. Roher as Legal Counsel
96 WYTHE: Williamsburg Hotel Developers Lose Control to Trustee
A+ REMODELING: Seeks to Tap Mullin Hoard & Brown as Legal Counsel
ABDOUN ESTATE: Says In Advanced Talks With Potential Purchaser
ACER THERAPEUTICS: All Three Proposals Passed at Annual Meeting
ADVANZEON SOLUTIONS: Amends Unsecured Creditors Claims Pay Details
AEC PARENT: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
AERKOMM INC: Delays Filing of First Quarter Form 10-Q
AERKOMM INC: WWC PC Replaces Friedman LLP as Auditor
AGELESS SERUMS: Gets OK to Hire Neligan as Bankruptcy Counsel
AGILE THERAPEUTICS: Chief Financial Officer Steps Down
AIRPORT VAN RENTAL: Court Approves Disclosure Statement
AIRPORT VAN RENTAL: Unsecureds to Recover 14.5% to 16.8% in Plan
ALL YEAR HOLDINGS: Avi Philipeon Venture to Buy William Vale Hotel
ALLIANCE MECHANICAL: Seeks to Hire Mitchell & Hammond as Counsel
ALLIANCE MECHANICAL: Wins Interim Cash Collateral Access
ALLSPRING BUYER: Fitch Affirms 'BB' LongTerm IDRs
ALMOST NEVER: Delays Filing of Third Quarter Form 10-Q
ALPINE 4: Incurs $4.2 Million Net Loss in First Quarter
AMERICAN CRYOSTEM: Incurs $964K Net Loss in Second Quarter
ANDREW'S GARDEN: Hearing Monday on Bid to Use Cash Collateral
ANTECO PHARMA: July 20 Hearing on Plan and Disclosures
ARBORETUM CROSSING: Trustee Taps Lain Faulkner & Co. as Accountant
ARMSTRONG FLOORING: United Steelworkers Steps Into Bankruptcy
ARTHUR GROOM: Seeks Cash Collateral Access
AVIANCA HOLDINGS: Chapter 11 Exit Fuels Cargo Expansion
BAYTEX ENERGY: Moody's Ups CFR to B1 & Alters Outlook to Positive
BIOPLAN USA: S&P Affirms 'CCC+' Issuer Credit Rating, Outlook Neg.
BITNILE HOLDINGS: Incurs $28.8 Million Net Loss in First Quarter
BLACK PEARL: Seeks Court Approval to Hire Bankruptcy Attorneys
BLACKROCK INTERNATIONAL: Unsec. Claims, If Any, to Get Up to 100%
BLINK CHARGING: Renews Contracts With CFO, General Counsel
BLUCORA INC: S&P Cuts ICR to 'BB-' on Expected Higher Leverage
BON-TON STORES: Plans to Make Comeback Under New Owner
C&K ENTERPRISES: Has Full Payment Plan After $4.07M Sale
CAREVIEW COMMUNICATIONS: Delays Form 10-Q Over Staffing Issues
CBL & ASSOCIATES: Moody's Assigns 'B3' CFR, Outlook Stable
CFN ENTERPRISES: Delays Filing of First Quarter Form 10-Q
CHRISTIAN CARE: Taps Epiq Corporate Restructuring as Claims Agent
CLEARPOINT NEURO: Revises Non-Employee Director Compensation Plan
CONAIR HOLDINGS: S&P Downgrades ICR to 'B-', Outlook Stable
CORECIVIC INC: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
CORP GROUP: UST Opposes Third-Party Releases in Plan
CROWN COMMERCIAL: Wins Interim Cash Collateral Access
CUENTAS INC: Appoints Two New Board Members
CYMA CLEANING: Seeks to Hire Batista Law Group as Legal Counsel
DAMACA INVESTMENTS: Seeks to Tap Nicholas B. Bangos as Counsel
DATABASEUSA.COM LLC: Court Dismisses Claims Against Data Axle
DENDON INC: Gets Approval to Tap Routes for Sale as Broker
DENDON INC: Gets OK to Hire Jeffrey Q. Taylor as Accountant
EAGLE BEAR: Taps Patten, Peterman, Bekkedahl, and Green as Counsel
EASTERDAY RANCHES: Unsecureds Owed $2.6M to Recover 65.3% in Plan
ELDERHOME LAND: Unsecureds Will be Paid in Full in Plan
ELI & ALI: To Seek Plan Confirmation on June 29
ELIZA JENNINGS: Fitch Assigns 'BB+' IDR, Outlook Stable
ENDO INT'L: Buxton Issues Open Letter to Shareholders, Creditors
ENSIGN DRILLING: S&P Affirms 'CCC+' Long Term ICR, Outlook Neg.
EQM MIDSTREAM: Fitch Affirms 'BB' LT IDR, Outlook Still Negative
ERP IRON: MagIron Completes Acquisition of Plant 4
FANG HOLDINGS: Has Until June 2 to Appeal NYSE Delisting Decision
FBN TRANSPORTATION: Seeks to Hire Krekeler Strother as Counsel
FINANCE OF AMERICA: Fitch Affirms 'B' LT Issuer Default Rating
FOOT LOCKER: S&P Affirms 'BB+' ICR, Outlook Stable
FOUNDERS DEN: Seeks Chapter 7 Bankruptcy
FRESHLOCAL SOLUTIONS: Obtains CCAA Initial Stay Order
FRESHLOCAL SOLUTIONS: Obtains Initial Order Under CCAA
FRONT SIGHT: Gun Training Center Hits Chapter 11 Bankruptcy
FROZEN FOODS: Wins Cash Collateral Access Thru June 30
GARDEN SPINCO: Moody's Assigns Ba3 CFR, Outlook Stable
GENERATION BRIDGE: S&P Assigns 'BB-' Rating on $325MM Term Loan B
GESTURETEK SYSTEMS: Winning Brands Nears Acquisition of Assets
GEX MANAGEMENT: Delays Filing of First Quarter Form 10-Q
GOPHER COURIER: Wins Cash Collateral Access Thru June 17
GREAT WESTERN: Fitch Withdraws B- LongTerm Issuer Default Rating
GROWLIFE INC: Incurs $610K Net Loss in First Quarter
GWG HOLDINGS: Vernon Advises Buyers of Bonds Sold by Corinthian
HAWAIIAN HOLDINGS: All Three Proposals Passed at Annual Meeting
HEALTHMYNE INC: Seeks to Tap Michael Best & Friedrich as Counsel
HOUSTON AMERICAN: Incurs $166K Net Loss in First Quarter
HOYOS INTEGRITY: Seeks to Tap Stout Capital as Investment Banker
IMAGEWARE SYSTEMS: Reports $2.7 Million Net Loss for First Quarter
INNOVA INDUSTRIAL: Seeks to Hire Batista Law Group as Counsel
ION GEOPHYSICAL: Receives NYSE Delisting Notice
IONIX TECHNOLOGY: Incurs $438K Net Loss in Third Quarter
JOHNSON & JOHNSON CONSTRUCTION: Case Summary & 8 Unsec. Creditors
KINTARA THERAPEUTICS: Head of Strategic Partnerships Steps Down
KRONOS WORLDWIDE: Fitch Affirms 'B+' LongTerm IDRs, Outlook Stable
LIMETREE BAY: Reaches Chapter 11 OSHA Penalies Deal
LOPSANG CONSTRUCTION: Seeks to Use $45,774 in Cash Collateral
MALLINCKRODT PLC: Bondholders to Aid Ch. 11 Exit After Market Snub
MATHESON FLIGHT: Court OKs Deal on Cash Collateral Access
MDWERKS INC: Incurs $5K Net Loss in First Quarter
MEG ENERGY: Moody's Ups CFR to B1 & Senior Unsecured Notes to B2
MICROVISION INC: Revises Change of Control Severance Plan
MIL-SHER COMPLEX: Unsecureds Will Get 10% of Claims in Plan
MOBIQUITY TECHNOLOGIES: Incurs $2.4M Net Loss in First Quarter
MOSS CREEK: Fitch Assigns First-Time 'B' LongTerm IDR
NATURALSHRIMP INC: Investor Extends Uplisting Deadline to June 15
NEOGEN CORP: S&P Assigns 'BB+' ICR on Acquisition of 3M Co
NEPHROS INC: Receives FDA 510(k) Clearance for HDF Assist Module
NXT ENERGY: Incurs C$1.8 Million Net Loss in First Quarter
OCCIDENTAL PETROLEUM: Fitch Alters Outlook on BB+ IDR to Positive
PADDOCK ENTERPRISES: Expects to Exit Chapter 11 mid-2022
PARETEUM CORP: Faces Six-Week Chapter 11 Sale Deadline
PHI GROUP: Incurs $2.1 Million Net Loss in Third Quarter
PHILADELPHIA SCHOOL: Fitch Affirms 'BB+' Issuer Default Rating
PRESSURE BIOSCIENCES: Incurs $4.2 Million Net Loss in First Quarter
QUOTIENT LIMITED: Receives Noncompliance Notice From Nasdaq
REGIONAL HEALTH: Delays Filing of First Quarter Form 10-Q
RENNOVA HEALTH: Incurs $2.3 Million Net Loss in First Quarter
RESHAPE LIFESCIENCES: Incurs $8.2 Million Net Loss in First Quarter
RIVERDALE FINANCE: Fitch Affirms BB Rating on $7MM 2018A Tax Bonds
ROCKALL ENERGY: Cancer Plaintiff Asks to Lift Chapter 11 Stay
ROCKING M MEDIA: Wins Cash Collateral Access Thru July 15
ROYALE ENERGY: Incurs $52K Net Loss in First Quarter
SABRE INDUSTRIES: S&P Lowers ICR to 'B-', Outlook Stable
SALLY BEAUTY: S&P Raises Senior Unsecured Notes Rating to 'BB-'
SHEPHERD REALTY: Seeks to Hire Nicholas B. Bangos as Counsel
SKY MEDIA: Unsecured Creditors to Split $14.5K Over 32 Months
STEVEN K. THOMAS: June 29 Plan & Disclosure Statement Hearing Set
TECTA AMERICA: S&P Alters Outlook to Positive, Affirms 'B-' ICR
THERMA BUILDERS: Asset Sale Proceeds to Fund Plan Payments
TOUCHPOINT GROUP: Incurs $1 Million Net Loss in First Quarter
TPT GLOBAL: Reports $5.6 Million Net Loss for First Quarter
TRINITY GUARDION: Wins Cash Collateral Access on Final Basis
TROIKA MEDIA: Appoints New CFO; CEO Resigns
TROIKA MEDIA: Falls Short of Nasdaq Minimum Bid Price Requirement
TROIKA MEDIA: Incurs $14.4 Million Net Loss in Third Quarter
TROT SERVICE: Unsecureds Will Get 100% of Claims in Trustee's Plan
U.S. STEM CELL: Incurs $1.2 Million Net Loss in First Quarter
VIPER ENERGY: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
VJGJ INC: Unsecured Creditors to Get Share of GUC Distribution
WESTERN MIDSTREAM: Fitch Alters Outlook on 'BB+' IDR to Positive
[*] Cynde Munzer Joins Blank Rome's Bankruptcy Group in Chicago
[*] Ervin Cohen Partners Named Commercial Real Estate Visionaries
[*] Goulston Attorneys Named to Lawdragon Leading 500 Dealmakers
[*] Heather Morgan Joins Hilco as Director of Capital Solutions
[*] Western Penn. Business Bankruptcies Lowest Q1 in 20 Years
[*] Winston & Strawn to Open New Miami Office with Six Partners
[^] Large Companies with Insolvent Balance Sheet
*********
10-10 TRAINING OF CEDAR PARK: Gym Files Subchapter V Case
---------------------------------------------------------
10-10 Training of Cedar Park LLC filed a bankruptcy petition under
Subchapter V of Chapter 11 of the Bankruptcy Code.
The Debtor is a gym offering monthly memberships as well as
personal training located in Cedar Park, Texas. The Debtor says it
intends to rearrange its affairs and needs to continue to operate
in order to pay its ongoing expenses, generate additional income
and to propose a plan in this case.
The petition states funds will be available to Unsecured
Creditors.
About 10-10 Training of Cedar Park LLC
10-10 Training of Cedar Park LLC -- http://www.d1training.com/--
is a non-traditional fitness training facility that has trained
over 100 NFL Draft Picks and was named a Top 30 Gym by Men’s
Health.
10-10 Training of Cedar Park LLC filed for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
22-10312) on May 16, 2022. In the petition filed by Kenneth Fidje,
as manager, the Debtor reports assets up to $50,000 and liabilities
between $50,000 and $100,000.
The case is assigned to Honorable Bankruptcy Judge Tony M. Davis.
Joyce W. Lindauer, of Joyce W. Lindauer Attorney, PLLC, is the
Debtor's counsel.
Michael G. Colvard is the Subchapter V trustee.
2192 TEXAS PARKWAY: June 30 Hearing on Plan & Disclosures
---------------------------------------------------------
Judge Sean H. Lane has entered an order conditionally approving the
Disclosure Statement of 2192 Texas Parkway Partners, LLC, as
containing adequate information as required by the Bankruptcy
Code.
The combined hearing to consider final approval of the Disclosure
Statement and confirmation of the Plan will be held before the
Honorable Sean H. Lane, U.S. Bankruptcy Court, One Bowling Green,
New York, NY 10004, via Zoom on June 30, 2022 at 2:00 p.m.
Objections, if any, to the final approval of the adequacy of the
Disclosure Statement and/or confirmation of the Plan final approval
of the Disclosure Statement or confirmation of the Plan must be
filed and served on or before June 20, 2022.
The Debtor's reply to the objections, if any, must be filed with
this Court on the ECF system on or before June 24, 2022.
The completed ballots must be submitted by email, regular mail or
overnight delivery so as to be received no later than June 20, 2022
at 5:00 p.m. prevailing Eastern time.
The Debtor must tabulate the ballots, certify the acceptance and
rejection of the Plan, and file a Certification of the Balloting
with the Clerk of the Court no later than June 24, 2022.
About 2192 Texas Parkway Partners
2192 Texas Parkway Partners, LLC, owns a commercial shopping center
containing 17 retail stores located at 2192 Texas Parkway, Missouri
City, Texas.
2192 Texas Parkway Partners filed its voluntary petition for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-22563) on Oct.
4, 2021, listing as much as $10 million in both assets and
liabilities. Judge Sean H. Lane oversees the case. Kevin J. Nash,
at Goldberg Weprin Finkel Goldstein, LLP, is the Debtor's legal
counsel.
6200 NE 2ND AVENUE: July 14 Hearing on Plan & Disclosures
---------------------------------------------------------
Judge Robert A. Mark has entered an order fixing a hearing to
consider approval of the Disclosure Statement and confirmation of
the Plan of 6200 NE 2nd Avenue, LLC., et al. The hearing has been
set for July 14, 2022 at 2:00 p.m. in United States Bankruptcy
Court, 301 North Miami Avenue, Courtroom 4, Miami, Florida 33128.
July 5, 2022, is fixed as the last day for filing and serving
written objections to the Disclosure Statement and confirmation of
the Plan.
July 5, 2022, is fixed as the last day for filing written
acceptances or rejections of the Plan.
The last day for filing and serving objections to claims is on June
30, 2022.
On or before June 6, 2022, the Debtor must serve a copy of the
Disclosure Statement Order, the Disclosure Statement and the Plan
on all creditors, all equity security holders, the U.S. Trustee,
and all other parties in interest, as required by the Bankruptcy
Rules.
About 6200 NE 2nd Avenue
6200 NE 2nd Avenue, LLC, and its affiliates are Florida limited
liability companies, which, together, own 14 parcels of real
property in the Little Haiti/Upper East Side neighborhood largely
on the Northeast 2nd Avenue corridor of Miami. Several of these
properties are not generating income largely as a result of the
COVID-19 pandemic, and after certain properties were gutted in
anticipation of renovation and the failure of an investor to raise
and invest sufficient funds to complete the renovations.
6200 NE 2nd Avenue and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
22-10385) on Jan. 18, 2022. In the petition signed by Mallory
Kauderer, manager, 6200 NE 2nd Avenue disclosed up to $50,000 in
assets and up to $10 million in liabilities.
Judge Robert A. Mark oversees the cases.
Steven Beiley, Esq., at Aaronson Schantz Beiley P.A., is the
Debtors' legal counsel.
8TH AVENUE FOOD: Moody's Cuts CFR to Caa1, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 8th Avenue Food
& Provisions, Inc. ("8th Ave") including the company's Corporate
Family Rating to Caa1 from B3, Probability of Default Rating to
Caa1-PD from B3-PD, existing first lien senior secured revolver and
term loan ratings to Caa1 from B3, and existing second lien senior
secured term loan rating to Caa3 from Caa2. The rating outlook is
negative.
The rating downgrades reflect the company's weaker than expected
operating performance in the second quarter of fiscal 2022, ended
March 31, 2022. The downgrade also reflects increased inflationary
pressure driven by the Russia-Ukraine military conflict, which has
led to significant price increases on wheat, energy, and other
commodities. Supply chain disruptions have also pressured
operations, particularly on the nut butter and granola business.
8th Ave has negotiated price increases with customers, but these
pricing benefits lag the increase in costs resulting in a drag on
margins. The company has also made some contract adjustments to
move to more frequent pricing adjustments that should allow the
company to react to inflation faster if needed though there is risk
that rising costs for consumers will negatively affect volume. In
addition, 8th Ave's debt load could become unsustainable if
earnings fail to improve significantly given its very high
financial leverage and increasing interest burden with rising
rates. Moody's projects debt/EBITDA leverage (on Moody's adjusted
basis) of roughly 14x at the end of fiscal 2022, slightly lower
than 16.8x in the LTM period ended March 31, 2022. Moody's projects
free cash flow will be negative in fiscal 2022 due to weak margins,
higher working capital investments, and significant capital
expenditures related to the fruit and nut plant relocation from
Canada to Missouri. Moody's projects heavy reliance on the revolver
until at least the fourth quarter, which is when capital
expenditures should begin to normalize.
The negative outlook reflects execution risk related to 8th Ave's
ability to manage potential further inflationary pressure and
supply chain disruptions, including labor and raw material
shortages, freight delays, and production inefficiencies. The
approaching October 2023 revolver expiration will present
increasing refinancing risk if the company is unable to overcome
the operating challenges to reduce leverage and restore positive
free cash flow. The company is heavily reliant on the revolver with
substantial current borrowings of around $80 million. There is
additional execution risk related to the relocation of the fruit
and nut plant, which makes up approximately 15% of revenue. The
lease for the plant in Canada expires in summer 2022, so the
relocation is not optional. The relocation process is already
underway, and is expected to be fully completed in early summer
2022. Financial flexibility remains limited in the near term due to
negative free cash flow, heavy capex, working capital investments,
and the revolver expiration.
The following ratings/assessments are affected by the action:
Ratings Downgraded:
Issuer: 8th Avenue Food & Provisions, Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured 1st Lien Bank Credit Facility (Revolver and Term
Loan), Downgraded to Caa1 (LGD3) from B3 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Downgraded to Caa3
(LGD6) from Caa2 (LGD6)
Outlook Actions:
Issuer: 8th Avenue Food & Provisions, Inc.
Outlook, Remains Negative
RATINGS RATIONALE
The Caa1 Corporate Family Rating reflects 8th Ave's relatively
small scale within the US packaged foods sector, high financial
leverage, weak liquidity, and risks associated with private equity
ownership, including an aggressive financial policy. These credit
challenges are balanced against the company's leadership position
within narrowly defined private label food categories including
private label nut butters, healthy snacks, and dry pasta. Moody's
views these products as more commodity-oriented than other packaged
food products, which creates greater risk of price competition and
limits margin potential. The company is attempting to mitigate
inflationary cost pressures by raising prices. There is potential
risk to product volume with this strategy given consumers are
absorbing meaningful cost increases for energy and food, though the
private label focus partially mitigates this risk since consumers
will trade down to lower priced items when budgets are tight.
The capital structure includes roughly $370 million of pay-in-kind
preferred stock that receives priority distribution ahead of the
common stock held by Thomas H. Lee Partners, L.P. (THL) and Post
Holdings, Inc. (Post). Moody's believes THL and Post remain
supportive of 8th Ave.'s operating strategies, but the sizable
preferred stock creates some risk around potential shareholder
financial support and there is potential for a distressed
exchange.
8th Ave's weak liquidity reflects Moody's expectation that free
cash flow will be negative in fiscal 2022 in the $90-$100 million
range, primarily because of weak margins, higher working capital
investments driven by higher costs, along with significant capex
requirements related to the relocation of the fruit and nut plant.
Moody's projects free cash flow will be negative in fiscal 2023 in
the $5-$15 million range, driven partly by rising interest costs.
Liquidity is supported by a $150 million revolving credit facility
due October 2023, which is the primary source of external
liquidity. As of March 31, 2022, 8th Ave had approximately $80
million drawn on the revolver, reducing revolver availability to
$70 million. In addition, the company had roughly $10 million of
cash as of March 31, 2022. The company will have to draw on the
revolving credit facility to fund the cash shortfall in fiscal
2022, along with the approximately $6 million of mandatory annual
debt amortization under the existing and add-on term loans, paid
quarterly. Moody's projects the company will maintain at least $50
million of availability under its revolver throughout fiscal 2022,
with utilization anticipated to peak in the third quarter.
However, Moody's projects further utilization of the revolver in
fiscal 2023 given its forecast of negative free cash flow for the
fiscal year. There are no other material debt maturities in the
near-term, but the sizable revolver draw will present increasing
liquidity and refinancing risk if the company does not proactively
address the October 2023 expiration. The company's $150 million
first lien revolving credit facility contains a 7.25x maximum first
lien net leverage covenant that springs when availability falls
below 65%, which Moody's expects to be triggered over the next 12
months. A highly adjusted credit agreement EBITDA calculation,
including the ability to add-back projected cost savings, may
provide some cushion within the covenant.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A rating upgrade could occur if 8th Ave is able to improve
operating performance, including higher margins, and improve
liquidity, highlighted by positive free cash flow generation on a
consistent basis and addressing maturities. Quantitatively, 8th Ave
would need to also sustain debt/EBITDA below 7.0x.
A rating downgrade could occur if 8th Ave is unable to improve
operating performance, margins fail to improve significantly from
current levels, or liquidity deteriorates including failure to
address the revolver expiration. A downgrade could also occur if
8th Ave fails to successfully execute on the relocation of the
fruit and nut plant.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
Based in St. Louis, Missouri, 8th Avenue Food & Provisions, Inc. is
a leading manufacturer and distributor of private brand food
products. The company sells to retail, foodservice, and food
ingredient customers. 8th Avenue was formed in 2018 through a
strategic carve-out of subsidiary companies previously owned by
Post Holdings, Inc. (B1 stable). Annual revenues are approximately
$1 billion pro forma for the May 2021 Ronzoni acquisition. As part
of the separation from Post, the private equity firm Thomas H. Lee
Partners, L.P. ("THL") purchased a 39.5% equity share, while Post
retained 60.5% of the common equity, which it accounts for using
the equity method. Based on the terms of 8th Ave's governing
documents, Post management determined that the company does not
have a controlling voting interest in 8th Ave due to substantive
participating rights held by the preferred stock holder.
942 PENN RR: Seeks to Hire Mark S. Roher as Legal Counsel
---------------------------------------------------------
942 Penn RR LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ the law firm of Mark S.
Roher, PA, also known as The Law Office of Mark S. Roher, PA, as
its legal counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its powers and duties in the
continued management of its business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare legal papers;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiation with its creditors in
the preparation of a plan.
The firm received a retainer in the amount of $25,000.
Mr. Roher disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Mark S. Roher, Esq.
Law Office of Mark S. Roher, PA
1806 N. Flamingo Road, Suite 300
Pembroke Pines, FL 33028
Telephone: (954) 353-2200
Email: mroher@markroherlaw.com
About 942 Penn RR
942 Penn RR, LLC is the fee simple owner of a real property also
known as 942 Pennsylvania, Avenue, Miami Beach, Fla., valued at
$1.62 million.
942 Penn RR filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14038) on
May 23, 2022. In the petition filed by Raziel Ofer, manager, the
Debtor disclosed $1,617,630 in total assets and $27,179,541 in
total liabilities.
Judge Robert A. Mark oversees the case.
Mark S. Roher, Esq., at Law Office of Mark S. Roher, PA serves as
the Debtor's counsel.
96 WYTHE: Williamsburg Hotel Developers Lose Control to Trustee
---------------------------------------------------------------
Akiko Matsuda of The Wall Street Journal reports that a bankruptcy
judge installed a chapter 11 trustee to oversee the bankrupt
Williamsburg Hotel, wresting control from its owner-developers
after finding they had used the Brooklyn property's funds on other
unrelated investments.
Judge Robert Drain of the U.S. Bankruptcy Court in White Plains,
N.Y., ruled after a three-day trial that developers Toby Moskovits
and Michael Lichtenstein can't be trusted to continue running the
hotel operation and that an independent trustee should be installed
to protect the business and its creditors.
According to court filings by the U.S. Trustee, an investigation by
the examiner Eric Huebscher uncovered evidence "of a complex scheme
to divert and siphon substantial amounts of money from the Debtor,
through a labyrinth of banking relationships between the Debtor and
the Manager, and other entities under common ownership and control
of the Principals." Although the Debtor filed a response finding
fault with the Examiner's ultimate conclusions, that response
failed to address the most serious aspects of the Examiner's
Report... There are ample grounds for the appointment of a Chapter
11 Trustee. The Debtor -- a tightly controlled limited liability
company -- is incapable of investigating itself, reviewing the
detailed information uncovered by the Examiner during the course of
his investigation, and taking action against its principals if such
is required. This is abundantly clear because rather than
investigating further into the detailed facts uncovered by the
Examiner, the Debtor has unabashedly ignored those facts and
conclusions, and instead, has proposed in its proposed plan of
reorganization to bestow upon the Principals -- who may have among
other things caused federal funds to be transferred from the
Debtor's estate -- broad releases and exculpations solely for the
benefit of those very same Principals."
About 96 Wythe Acquisition
96 Wythe Acquisition, LLC, a privately held company in Brooklyn,
N.Y., filed a petition for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 21-22108) on Feb. 23, 2021, disclosing zero assets and
$79,990,206 in liabilities. CRO David Goldwasser signed the
petition.
Judge Robert D. Drain oversees the case.
The Debtor tapped Backenroth Frankel & Krinsky, LLP and Mayer
Brown, LLP as bankruptcy counsel; and Fern Flomenhaft, PLLC as
insurance counsel. Getzler Henrich & Associates, LLC and Hilco Real
Estate, LLC, serve as the Debtor's financial advisors.
A+ REMODELING: Seeks to Tap Mullin Hoard & Brown as Legal Counsel
-----------------------------------------------------------------
A+ Remodeling & Construction Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Mullin Hoard & Brown, LLP as its legal counsel.
The firm will render these legal services:
(a) prepare legal papers;
(b) advise the Debtor regarding the preparation of operating
reports, motions for use of cash collateral, and development of a
Chapter 11 Plan; and
(c) provide all other necessary legal services.
The hourly rates of the firm's counsel and staff are as follows:
Partners/Associates $185 - $350
Paralegals/Law Clerks $80 - $185
In addition, the firm will seek reimbursement for expenses
incurred.
The firm has requested a retainer of $25,000 from the Debtor, plus
the filing fee of $1,738.
Brad Odell, Esq., a partner at Mullin Hoard & Brown, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Brad W. Odell, Esq.
Mullin Hoard & Brown, LLP
P.O. Box 2585
Lubbock, TX 79408-2585
Telephone: (806) 765-7491
Facsimile: (806) 765-0553
Email: bodell@mhba.com
About A+ Remodeling & Construction
A+ Remodeling and Construction, Inc. is a Texas corporation company
which owns and operates a construction business in and around
Lubbock, Texas. The company's sole shareholder is Jerry Bumpas. A+
Remodeling provides construction and remodeling services to
residential and commercial properties. A+ Remodeling uses
subcontractors and other contract labor to perform construction
jobs for its customers.
A+ Remodeling sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 22-50066) on May 9,
2022. In the petition signed by Jerry Bumpas, president, the Debtor
disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Brad W. Odell, Esq., at Mullin Hoard and Brown, LLP is the Debtor's
counsel.
ABDOUN ESTATE: Says In Advanced Talks With Potential Purchaser
--------------------------------------------------------------
Abdoun Estate Holdings, LLC, submitted a Third Amended Combined
Plan and Disclosure Statement.
Under the Plan, Class 3 General Unsecured Claims total $212,824.
The Debtor intends to pay these claims (to the extent they are an
Allowed claim) on a pro-rata basis to the extent funds are
available from sale and/or litigation proceeds. Payments shall be
made within 30 days of receipt of sale/litigation proceeds by the
Debtor and beginning 30 days following the Effective Date. Class 3
is impaired.
Ahmad Abulabon is the sole equity security holder of the Debtor,
and his continued personal services provided to the Debtor are
essential to its successful operation, both during this case and
following confirmation. Mr. Abulabon will retain his equity
interest in the reorganized Debtor in the same manner, nature, and
extent as prior to the Petition Date, in exchange for his continued
managerial and other personal services performed on the Debtor's
behalf. Mr. Abulabon shall receive no payments under the Plan
unless and until all senior classes are paid in full.
The Plan will be funded from sale of property and claims and/or
insurance proceeds.
The Debtor is currently in advanced negotiations with a potential
purchaser of the Property (purchase option agreement tendered by
interested party seeking to purchase property for $3,000,000,
redacted to maintain confidentiality). Should Debtor receive a
favorable offer for purchase of the Property, it will seek to close
such sale as expeditiously as possible. Outstanding liens, taxes,
and other costs of sale will be paid at closing, with the balance
committed to the Plan.
As set forth in Section (C)(2)(Class 2), should Debtor be unable to
timely close a sale of the Property, the Property will be turned
over to Red Oak (which will assume all associated liabilities), and
no proceeds shall be applied to the Plan.
The Debtor has various claims against third parties:
A. Jimmy Danou (and/or an entity owned or controlled by him) –
claim for delinquent rent, taxes, and utilities – estimated claim
- $425,000.00.
B. Jimmy Danou (and/or an entity owned or controlled by him) –
claim for damage to premises – estimated claim - $1,000,000.00.
C. Claim against Oudia Abdulnoor– tortious interference with
contract – estimated claim - $2,150,000.00.
D. Hanover/Westfield insurance – claim for damage done by
Danou – estimated claim – $100,000.00.
E. Massachusetts Bay Insurance Claim (see Adv. Pro. No.
21-04273) – estimated claim – $419,653.23.
F. Potential claims against contractors – estimated claim -
$80,000.00.
G. Potential claims for legal malpractice against former
counsel.
The Debtor has hired special counsel to pursue the claims against
Jimmy Danou, Oudia Abdulnoor, Hanover/Westfield, and the
Massachusetts Bay Insurance proceeds. The Debtor will hire
additional special counsel to pursue other claims as appropriate,
and any net proceeds will be contributed to the Plan.
Attorneys for the Abdoun Estate Holdings, LLC:
Anthony J. Miller, Esq.
OSIPOV BIGELMAN P.C.
20700 Civic Center Drive, Suite 420
Southfield, MI 48076
Tel: (248) 663-1804
Fax: (248) 663-1801
E-mail: am@osbig.com
A copy of the Third Amended Combined Plan and Disclosure Statement
dated May 27, 2022, is available at https://bit.ly/3auwH6K from
PacerMonitor.com.
About Abdoun Estate Holdings
Abdoun Estate Holdings, LLC, is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)) based in Southfield,
Mich.
Abdoun Estate Holdings filed its voluntary petition for Chapter 11
protection (Bankr. E.D. Mich. Case No. 21-48063) on Oct. 11, 2021,
listing as much as $10 million in both assets and liabilities.
Ahmad Abulabon, managing member of Abdoun Estate Holdings, signed
the petition.
Judge Thomas J. Tucker oversees the case.
The Debtor tapped Yuliy Osipov, Esq., at Osipov Bigelman, P.C., as
its bankruptcy counsel. The Blum Law Firm and Frasco Caponigro
Wineman Scheible Hauser & Luttmann, PLLC, serve as the Debtor's
special counsel.
ACER THERAPEUTICS: All Three Proposals Passed at Annual Meeting
---------------------------------------------------------------
The virtual Annual Meeting of Stockholders of Acer Therapeutics
Inc. was held at which the stockholders:
(1) elected Stephen J. Aselage, Jason Amello, John M. Dunn,
Michelle Griffin, and Chris Schelling as directors to serve until
the 2023 annual meeting or until their successors are duly elected
and qualified;
(2) approved, on a non-binding advisory basis, the compensation
of the Company's Named Executive Officers; and
(3) ratified the appointment of BDO USA, LLP as independent
auditors for the fiscal year ending Dec. 31, 2022.
Acer Therapeutics
Acer Therapeutics -- http://www.acertx.com-- is a pharmaceutical
company focused on the acquisition, development and
commercialization of therapies for serious rare and
life-threatening diseases with significant unmet medical needs.
Acer's pipeline includes four clinical-stage candidates: emetine
hydrochloride for the treatment of patients with COVID-19; EDSIVO
(celiprolol) for the treatment of vascular Ehlers-Danlos syndrome
(vEDS) in patients with a confirmed type III collagen (COL3A1)
mutation; ACER-001 (a taste-masked, immediate release formulation
of sodium phenylbutyrate) for the treatment of various inborn
errors of metabolism, including urea cycle disorders (UCDs) and
Maple Syrup Urine Disease (MSUD); and osanetant for the treatment
of induced Vasomotor Symptoms (iVMS) where Hormone Replacement
Therapy (HRT) is likely contraindicated. Each of Acer's product
candidates is believed to present a comparatively de-risked
profile, having one or more of a favorable safety profile, clinical
proof-of-concept data, mechanistic differentiation or accelerated
paths for development through specific programs and procedures
established by the FDA.
Acer Therapeutics reported a net loss of $15.37 million for the
year ended Dec. 31, 2021, compared to a net loss of $22.89 million
for the year ended Dec. 31, 2020. As of March 31, 2022, the
Company had $31.47 million in total assets, $41.57 million in total
liabilities, and a total stockholders' deficit of $10.10 million.
Boston, MA-based BDO USA, LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March 2,
2022, citing that the Company has recurring losses and negative
cash flows from operations that raise substantial doubt about its
ability to continue as a going concern.
ADVANZEON SOLUTIONS: Amends Unsecured Creditors Claims Pay Details
------------------------------------------------------------------
Advanzeon Solutions, Inc., submitted an Amended Plan of
Reorganization and Amended Disclosure Statement.
The Plan provides for the payment of Claims. The distributions
under the Plan will be funded principally by revenues generated
from continued operations.
Class 4 is comprised of all Allowed Secured Claims of the Related
Party Secured Creditors, comprising Clark Marcus, Mark Heidt, James
Koenig, and Elizabeth Dean.
* As of the Petition Date, the Related Party Secured Creditors
assert secured claims for amounts owed, secured and perfected by
UCC-1 financing statements filed in Delaware. For the avoidance of
doubt, the treatment of the Class 4 Claims is without prejudice to
the Debtor's, or any other party in interests', ability to object
to the characterization, amount, secured status or classification
of the Class 4 Claims. The Debtor reserves all rights and
objections to any filed or scheduled claim, including the Class 4
Claims, and reference to the Class 4 Claims shall not constitute a
waiver of any kind.
* On account of their Secured Claim on the UHC Receivable, the
Related Party Secured Creditors shall (i) retain their lien to the
same extent, validity, and priority as existed on the Petition
Date, which lien, if any, shall attach to the UHC Receivable or its
proceeds, and (ii) receive such amount from the proceeds of the UHC
Receivable based upon the priority of their liens, up to the amount
of their respective Secured Claim.
* The balance of the amount of the Allowed Secured Claims of
the Related Party Secured Creditors shall be paid from Net Cash
Flow, but shall be subordinated to the payment of Class 7 Claims.
The payments from Net Cash Flow shall be made only after payment in
full of all Allowed Class 7 Claims, including the balance of any
unsecured portion of any Secured Claim treated under Class 7.
Class 7 is comprised of all Allowed Unsecured Claims not otherwise
classified under the Plan, including the Debenture Claims. Holders
of Allowed Class 7 Unsecured Claims shall be paid on account of
their Allowed Unsecured Claims their Pro Rata Share of the
Unsecured Creditor Distribution Fund. The Unsecured Creditor
Distribution Fund shall be funded with the Net Cash Flow available
from the operations of PVMS. For purposes of the Plan, Net Cash
Flow shall be total cash receipts less labor, materials, operating,
general, and administrative expenses, and less cash necessary for
debt service, reserving for operating capital, and payment of
applicable income taxes, as to each items for both PVMS and the
Reorganized Debtor.
* As of the close of business on the Distribution Record Date,
the claims register (for all Claims unrelated to the Debentures)
and the registered holder list maintained by the registrar under
the Indenture (for the Debentures) shall be closed, and there shall
be no further changes in the record holders of any Claims for
purposes of distributions under the Plan. The Debtor and the
Indenture Trustee, as the case may be, shall have no obligation to
recognize any transfer of any claims occurring after the close of
business on the Distribution Record Date, and shall instead be
entitled to recognize and deal for all purposes under the Plan
(except as to voting to accept or reject the Plan) with only those
holders of record as of the close of business on the Distribution
Record Date.
* All distributions on account of Debenture Claims shall be
made to the Indenture Trustee under the Indenture for further
distribution in accordance with the terms of the Indenture and,
after effectuating its Charging Lien, payments will be made to the
registered holders of such Debentures of record as reflected on the
Indenture Trustee's records as of the close of business on the
Distribution Record Date. The Indenture will continue in effect to
the extent necessary to allow the Indenture Trustee to receive and
make such distributions in accordance with the Indenture.
* Distributions to record holders of Debentures shall be
subject to any reduction by the Indenture Trustee for fees or other
amounts which may be deducted by such Indenture Trustee as a result
of its Charging Lien under the Indenture.
The distributions under the Plan will be funded principally by (i)
existing Cash on hand on the Effective Date, (ii) revenues
generated by continued operations by the Debtor through PVMS
following the Effective Date.
"Charging Lien" means the Indenture Trustee's lien for fees or
other amounts which may be deducted by such Indenture Trustee prior
to any distributions to holders of the Debentures in accordance
with the terms of the Indenture.
"Debenture" means those certain 7 1/2% Convertible Subordinated
Debentures issued pursuant to an Indenture dated as of April 15,
1985 between Comprehensive Care Corporation, as predecessor to
Advanzeon and Bank of America National Trust and Savings
Association as Trustee, as predecessor to U.S. Bank National
Association as Indenture Trustee.
"Debenture Claims" means the Claims of the Indenture Trustee for
all amounts due on the Debentures or otherwise under the
Indenture.
A full-text copy of the Amended Plan dated May 24, 2022, is
available at https://bit.ly/3PIj1VT from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Daniel R. Fogarty, Esq.
Stichter, Riedel, Blain & Postler, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Telephone: (813) 229-0144
E-mail: dfogarty@srbp.com
About Advanzeon Solutions
Based in Tampa, Fla., Advanzeon Solutions, Inc., provides
behavioral health, substance abuse and pharmacy management
services, as well as sleep apnea programs, for employers,
Taft-Hartley health and welfare Funds, and managed care companies
throughout the United States.
Advanzeon Solutions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06764) on Sept. 7,
2020.
At the time of the filing, Debtor had estimated assets of between
$500,000 and $1 million and liabilities of between $1 million and
$10 million. The petition was signed by Clark A. Marcus, chief
executive officer.
Stichter, Riedel, Blain & Postler, P.A., is the Debtor's legal
counsel.
AEC PARENT: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating and
stable outlook to AEC Parent Holdings Inc. (doing business as
Advancing Eyecare (AEC). S&P also assigned its 'B-' issue-level and
'3' recovery ratings to the company's first-lien secured credit
facilities.
The stable outlook reflects S&P's expectation for steady revenue
growth and modest cash flow generation over the projection period.
S&P also expect leverage to remain between 6x-7x.
Private equity firm Cornell Capital LLC has entered into a
definitive agreement to acquire AEC, a U.S. distributor of
ophthalmic instruments and high-tech instrumentation to
ophthalmologists and optometrists, from Atlantic Street Capital.
S&P said, "Our rating reflects AEC's small scale and narrow
operating focus in the ophthalmic products and services industry,
which is partially offset by its leading market position in
ophthalmic distribution in the U.S. We view the industry as
fragmented, but it contains larger competitors." Although AEC
maintains a leading position as one of the largest distributors in
the U.S. for ophthalmic instruments, the small size of its core
addressable market (estimated at $2.3 billion) constrains the
rating. AEC competes with larger companies, including Zeiss,
EssilorLuxottica, and Alcon.
These risks are partially offset by the company's diversified
customer base and product offerings. AEC distributes both
third-party products and proprietary products to private practices
(optometrists and ophthalmologists), national retailers, hospitals,
governments, and schools. AECs portfolio is broadly diversified
across several product categories, including chairs, stands, and
lamp, digital and higher tech diagnostic equipment, other
diagnostic and monitoring equipment , lens edgers, surgical
consumables, and accessories, and services. Within each product
category, the company offers third-party products, proprietary
branded products, and exclusive products.
S&P said, "We expect the company will remain acquisitive, keeping
leverage above 6x. We expect AEC to generate positive cash flow of
$5 million-$10 million in 2022. Although we expect cash flow
generation will grow as AEC grows, it is owned by financial
sponsors, and we expect that acquisitions will be a key component
of the company's growth strategy, keeping leverage high."
The company's strategic business shift toward advanced tech and
service offerings offer an opportunity to strengthen margins, but
they also present significant risks. AEC is looking to increase its
sales of advanced tech products and services by launching one to
two new products annually. It is focusing on equipment used in the
diagnosis and treatment of dry eye and myopia management, in
addition to virtual field equipment. The proprietary products,
exclusive brands, and services business provide added value to
AEC's customers, and S&P believes they are a source of competitive
advantage. The distribution business also complements this business
by providing a marketing channel for these products. However,
particularly with its proprietary brands business, AEC faces
significant competition from much larger and better capitalized
peers such as Zeiss, Bausch & Lomb, and Alcon. In addition, there
is the potential for channel conflict as the proprietary products
compete with products marketed by AEC's suppliers.
S&P said, "We expect AEC to generate positive free operating cash
flow (FOCF) over the next few years, but the presence of supply
chain shortages and inflationary pressures could pressure margins.
The company's relatively flexible cost structure (about 87%
variable costs), limited capital spending requirements (about $1
million annually), and strategic business shift toward
higher-margin products support our expectation for modest positive
FOCF generation during the projection period. We expect AEC to
generate positive FOCF of about $5 million-$10 million in 2022
based on our expectation for margins to remain at about 15% as an
increase in operating leverage and a shift toward higher margin
businesses is offset by wage inflation and higher costs. Management
believes it can pass on higher costs with its proprietary products
and that third-party suppliers will be accommodative, but we remain
cautious because many medical equipment suppliers and distributors
have experienced some challenges with cost pressures over the past
few quarters.
"The stable outlook reflects our expectation for steady revenue
growth and modest cash flow generation over the projection period.
We also expect leverage to remain between 6x-7x.
"We could lower the rating if AEC's capital structure becomes
unsustainable. This could occur if competition increases such that
cash flow generation materially weakens and becomes negligible or
negative.
"We could raise the rating if AEC demonstrates that it can maintain
or grow margins and sustain cash generation above $10 million
annually and adjusted debt/EBITDA below 6x.'
ESG credit indicators: E-2, S-2, G-3
S&P said "Governance factors are a moderately negative
consideration in our credit rating analysis. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, in line with our view of the majority of rated
entities owned by private-equity sponsors. Our assessment also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns."
AERKOMM INC: Delays Filing of First Quarter Form 10-Q
-----------------------------------------------------
Aerkomm Inc. filed a Form 12b-25 with the Securities and Exchange
Commission notifying the delay in the filing of its Quarterly
Report on Form 10-Q for the period ended March 31, 2022.
The Company has not finalized its financial statements for the
quarter ended March 31, 2022. As a result, the Company was unable
to file its Form 10-Q within the prescribed time period without
unreasonable effort or expense. The Company anticipates that it
will file the Form 10-Q within the five-day grace period provided
by Exchange Act Rule 12b-25.
About Aerkomm
Headquartered in Nevada, USA, Aerkomm Inc. --
http://www.aerkomm.com-- is a full-service development stage
provider of in-flight entertainment and connectivity (IFEC)
solutions, intended to provide airline passengers with a broadband
in-flight experience that encompasses a wide range of service
options. Those options include Wi-Fi, cellular, movies, gaming,
live TV, and music. The Company plans to offer these core
services, which it is currently still developing, through both
built-in in-flight entertainment systems, such as a seat-back
display, as well as on passengers' own personal devices.
Aerkomm reported a net loss of $9.11 million for the year ended
Dec. 31, 2020, a net loss of $7.98 million for the year ended Dec.
31, 2019, and a net loss of $8.15 million for the year ended Dec.
31, 2018. As of June 30, 2021, the Company had $56.89 million in
total assets, $22.29 million in total liabilities, and $34.60
million in total stockholders' equity.
AERKOMM INC: WWC PC Replaces Friedman LLP as Auditor
----------------------------------------------------
Aerkomm Inc. dismissed Friedman LLP as the Company's independent
registered public accounting firm, effective as of May 19, 2022.
Friedman was engaged by the Company effective Jan. 27, 2022.
During the period in which Friedman was engaged by the Company,
including through the interim period ended March 31, 2022, the
Company had no "disagreements" (as described in Item 304(a)(1)(iv)
of Regulation S-K) with Friedman on any matter of accounting
principles or practices.
On May 19, 2022, the Audit Committee and the Board of Directors of
the Company appointed WWC, P.C. as its new independent registered
public accounting firm to audit and review the Company's financial
statements, effective May 19, 2022.
During the Company's two most recent fiscal years ended Dec. 31,
2021 and 2020, and for the subsequent interim period through May
23, 2022, prior to the engagement of WWC, neither the Company nor
anyone on its behalf consulted WWC regarding (i) the application of
accounting principles to a specified transaction, either completed
or proposed; or on the type of audit opinion that might be rendered
on the consolidated financial statements of the Company, and
neither a written report nor oral advice was provided to the
Company that WWC 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 or a reportable event as described in Item
304(a)(1)(v) of Regulation S-K.
About Aerkomm
Headquartered in Nevada, USA, Aerkomm Inc. --
http://www.aerkomm.com-- is a full-service development stage
provider of in-flight entertainment and connectivity (IFEC)
solutions, intended to provide airline passengers with a broadband
in-flight experience that encompasses a wide range of service
options. Those options include Wi-Fi, cellular, movies, gaming,
live TV, and music. The Company plans to offer these core
services, which it is currently still developing, through both
built-in in-flight entertainment systems, such as a seat-back
display, as well as on passengers' own personal devices.
Aerkomm reported a net loss of $9.11 million for the year ended
Dec. 31, 2020, a net loss of $7.98 million for the year ended Dec.
31, 2019, and a net loss of $8.15 million for the year ended Dec.
31, 2018. As of June 30, 2021, the Company had $56.89 million in
total assets, $22.29 million in total liabilities, and $34.60
million in total stockholders' equity.
AGELESS SERUMS: Gets OK to Hire Neligan as Bankruptcy Counsel
-------------------------------------------------------------
Ageless Serums, LLC received approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Neligan, LLP to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) advising the Debtor and its management, officers and
directors of their rights, powers, and duties;
(b) advising the Debtor and its management, officers and
directors on issues involving operations and finances;
(c) representing the Debtor in negotiations and at court
hearings;
(d) taking all necessary actions to protect and preserve the
Debtor's estate;
(e) preparing legal papers;
(f) preparing discovery and responding to discovery served on
the Debtor, responding to creditor inquiries and information
requests, representing the Debtor at the initial debtor interview
and Section 341 creditors' meeting, representing the Debtor in
connection with meetings, discussions and negotiations with
creditors, and assisting in the preparation of schedules,
statements of financial affairs, and monthly operating reports;
(g) advising the Debtor in connection with its restructuring
and plan of reorganization;
(h) drafting, negotiating, and pursuing confirmation of a plan
of reorganization, disclosure statement, and related documents; and
(i) performing all other necessary legal services in
connection with the Debtor's Chapter 11 case.
The hourly rates of Neligan's counsel and staff are as follows:
Attorneys $525 - $775
Paralegals $150
In addition, the firm will seek reimbursement for expenses
incurred.
Neligan has required a retainer in the amount of $120,000.
John Gaither, Esq., a partner at Neligan, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John D. Gaither, Esq.
Neligan LLP
325 N. St. Paul, Suite 3600
Dallas, TX 75201
Telephone: (214) 840-5300
Email: jgaither@neliganlaw.com
About Ageless Serums
Ageless Serums, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-31259) on May
5, 2022, listing up to $100,000 in assets and up to $1 million in
liabilities. Jarrod B. Martin serves as Subchapter V trustee.
Judge Eduardo V Rodriguez presides over the case.
Benjamin Lawrence Wallen, Esq., at Pachulski Stang Ziehl & Jones,
LLP and Fox Rothschild, LLP serve as the Debtor's bankruptcy
counsel and special litigation counsel, respectively.
AGILE THERAPEUTICS: Chief Financial Officer Steps Down
------------------------------------------------------
Dennis P. Reilly, chief financial officer of Agile Therapeutics,
Inc., notified the Company that he will voluntarily resign from his
position in order to retire.
On May 23, 2022, the Board of Directors of the Company appointed
Jason Butch, the Company's vice president and chief accounting
officer, to serve as principal financial officer, in addition to
his current role as principal accounting officer, effective upon
the effective date of Mr. Reilly's resignation. Mr. Butch's
compensation will remain unchanged at this time.
Mr. Butch, 45, has served as the Company's vice president and chief
accounting officer since July 2020. Prior to joining Agile, Mr.
Butch served as corporate controller at Teligent, Inc., a publicly
traded pharmaceutical company, from April 2019 to July 2020. Prior
to that, Mr. Butch served in roles of increasing responsibility at
MISTRAS Group, Inc., a publicly traded engineering services
company, including as Products and Systems Controller from February
2012 to October 2013, and as Corporate Controller from October 2013
to October 2018. Previously, Mr. Butch served as Audit Senior
Manager at BDO USA, LLP. Mr. Butch holds both a B.B.A. and an
M.B.A. from Saint Bonaventure University.
About Agile Therapeutics
Agile Therapeutics, Inc. is a women's healthcare company dedicated
to fulfilling the unmet health needs of today's women. The
Company's product and product candidates are designed to provide
women with contraceptive options that offer freedom from taking a
daily pill, without committing to a longer-acting method. Its
initial product, Twirla, (levonorgestrel and ethinyl estradiol), a
transdermal system, is a non-daily prescription contraceptive.
Agile reported a net loss of $74.89 million for the year ended Dec.
31, 2021, a net loss of $51.85 million for the year ended Dec. 31,
2020, and a net loss of $18.61 million for the year ended Dec. 31,
2019. As of March 31, 2022, the Company had $29.30 million in
total assets, $26.56 million in total liabilities, and $2.74
million in total stockholders' equity.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 30, 2022, citing that the Company has generated losses
since inception, used substantial cash in operations, anticipates
it will continue to incur net losses for the foreseeable future,
requires additional capital to fund its operating needs and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
AIRPORT VAN RENTAL: Court Approves Disclosure Statement
-------------------------------------------------------
Judge Sheri Bluebond has entered an order approving Airport Van
Rental, Inc., et al.'s Disclosure Statement for its First Amended
Chapter 11 Plan of Reorganization dated May 24, 2022.
The Plan confirmation hearing will be held on Aug. 24, 2022, at
10:00 a.m. (prevailing Pacific time).
All objections, if any, to the Disclosure Statement or relief
requested in the Motion that have not been withdrawn or resolved
prior to or at the hearing are overruled.
The Debtors' counsel will process and tabulate ballots in
accordance with the Solicitation Procedures and file a voting
report on or before July 22, 2022, subject to any extension granted
by the Court.
The Debtors and other parties in interest may file and serve a
reply or replies to any objections or responses to confirmation of
the Plan on or before Aug. 3, 2022, together with their brief(s) in
support of confirmation of the Plan, subject to any extension
granted by the Court.
The voting record date will be on June 1, 2022.
Attorneys for the Debtors:
John N. Tedford, IV, Esq.
Zev Shechtman, Esq.
Michael G. D'Alba, Esq.
DANNING, GILL, ISRAEL & KRASNOFF, LLP
1901 Avenue of the Stars, Suite 450
Los Angeles, California 90067-6006
Telephone: (310) 277-6006
Facsimile: (310) 277-5735
E-mail: jtedford@DanningGill.com
zs@DanningGill.com
mdalba@DanningGill.com
About Airport Van Rental
Airport Van Rental, Inc. -- https://www.airportvanrental.com/ -- is
a van rental company offering short and long-term rentals for road
trips, weekend journeys, moving, and any other group outings.
Airport Van Rental and its affiliates filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Lead Case No. 20-20876) on Dec. 11, 2020. Yazdan
Irani, president and chief executive officer, signed the petitions.
In its petition, Airport Van Rental disclosed assets of between
$10 million and $50 million and liabilities of the same range.
Judge Sheri Bluebond oversees the cases.
The Debtors tapped Danning, Gill, Israel & Krasnoff, LLP as
bankruptcy counsel; CSA Partners LLC as financial consultant; Joel
Glaser, APC as litigation counsel; McClellan Davis, LLC as tax
counsel; HKG LLP as tax accountant; and Force Ten Partners, LLC as
investment banker. Kevin S. Tierney is the Debtors' chief
reorganization officer.
The U.S. Trustee for Region 16 appointed an official committee of
unsecured creditors on Feb. 3, 2021. Elkins Kalt Weintraub Reuben
Gartside, LLP and B. Riley Advisory Services serve as the
committee's bankruptcy counsel and financial advisor, respectively.
AIRPORT VAN RENTAL: Unsecureds to Recover 14.5% to 16.8% in Plan
----------------------------------------------------------------
Airport Van Rental, Inc., a California corporation; and AVR
Vanpool, Inc., a California corporation submitted a First Amended
Chapter 11 Plan of Reorganization and Disclosure Statement dated
May 24, 2022.
The Debtors project that, under the Plan, Holders of Allowed
Priority Tax Claims will be paid in full by the end of 2025. The
Debtors also estimate that Holders of General Unsecured Claims will
receive 14.5% to 16.8% of the Allowed amount of their Claims in
quarterly installments to be made from revenues earned through the
end of 2026, or more if the Debtors' equity interests will be
acquired under the Plan by a Prevailing Bidder after an Auction to
be held on June 21, 2022.
The Debtors believe that the most likely alternative to
confirmation of the Plan is conversion of their Cases to Chapter 7
of the Bankruptcy Code, in which case the Debtors project that
Holders of General Unsecured Claims will receive nothing on account
of their Claims; however, it is also possible that the Debtors'
marketing process may result in a competing plan being proposed by
the Official Committee of Unsecured Creditors (the "Committee").
The Plan is a plan of reorganization. Generally, the Plan proposes
to restructure debts owed to 12 Classes of Creditors who assert
Secured Claims against AVR California's Estate. The Plan proposes
to pay Holders of Priority Tax Claims and General Unsecured Claims
at least 1.70% of all gross revenues earned by AVR California over
a five-year period – from January 1, 2022, through December 31,
2026.
The Debtors project that the payments made to Holders of such
claims will total approximately $2.3 million. As required by the
Bankruptcy Code, Allowed Priority Tax Claims will be paid in full.
Holders of General Unsecured Claims are projected to receive
approximately 14.5% to 16.8% of such Claims, or more if the
Debtors' interests will be acquired by a Prevailing Bidder after an
Auction to be held on June 21, 2022. The Plan will be funded by
Cash on hand on the Effective Date, future operations, and $850,000
from the Debtors' owner, Yazdan Irani.
To ensure that the new value being contributed by Mr. Irani for the
Debtors' Interests is adequate, the Debtors have retained an
investment banker to market and solicit bids for the Interests.
The minimum overbid amount is $600,000. If a Qualified Overbid is
received, an auction will be held. Holders of General Unsecured
Claims will receive all amounts paid by the Prevailing Bidder in
excess of (1) $500,000 (which will be retained by the Reorganized
Debtor as working capital) plus (2) the commission to be paid to
the investment banker.
Class 1 consists of the Secured Claim of 1st Source Bank. The
Debtors are proposing to pay the Holder of the Class 1 Claim in
accordance with the 1st Source Settlement Agreement approved by the
Court in June 2021, as amended by an amendment approved by the
Court in April 2022.
Pursuant to the 1st Source Settlement Agreement, the Class 1 Claim
has been bifurcated. The 1st Source 1-A Claim has been Allowed as a
fully Secured Claim in the amount of $4,368,650.00 and the 1st
Source 1-B Claim has been Allowed as a fully Secured Claim in the
amount of $1,294,539.61. The 1st Source Loan Documents have been
amended and restated consistent with the terms of the 1st Source
Settlement Agreement. After the Effective Date, in full and final
satisfaction, compromise, settlement, release, and discharge of and
in exchange for the Class 1 Claim, the Holder of the Class 1 Claim
will receive (1) payment in full, in Cash, of the unpaid portion of
the 1st Source 1-A Claim in accordance with the 1st Source
Settlement Agreement, and (2) payment, at least in part, in Cash,
of the unpaid portion of the 1st Source 1- B Claim in accordance
with the 1st Source Settlement Agreement.
Class 15 consists of General Unsecured Claims in excess of $300.
The Debtors estimate that, in the aggregate, Class 15 Claims (1)
for which Proofs of Claims were timely filed in accordance with the
Bar Date Notice, (2) listed in the Schedules as not contingent, not
unliquidated, and not disputed, and (3) that have not been paid or
compromised, currently total approximately $8.88 million. The
Debtors anticipate that if Yazdan Irani releases his General
Unsecured Claim pursuant to the Irani Contribution Agreement, and
(2) the Court enters Final Orders reducing Disputed Claims to
amounts that the Debtors believe to be Allowable, the aggregate
amount of Class 15 Claims will total approximately $7.32 million.
If the Debtors' Interests are purchased by a Bidder other than
Yazdan Irani, the Debtors anticipate that if the Court enters Final
Orders reducing Disputed Claims to amounts that the Debtors believe
to be Allowable, the aggregate amount of Class 15 Claims will total
approximately $7.76 million.
Accordingly, the Debtors estimate that approximately $1.23 million
will be distributed to Holders of Allowed Class 15 claims over the
5-year term of the Plan, resulting in distributions of
approximately 14.5% to 16.8% of Allowed Class 15 Claims.
All cash necessary for the Reorganized Debtor to make payments
pursuant to the Plan will be obtained from the Reorganized Debtor's
cash balances existing on the Effective Date and, thereafter, from
the operations of the Reorganized Debtor's business, from the Irani
Cash Contribution, and from any other lawful source.
A hearing to consider confirmation of the Plan will commence before
the Honorable Sheri Bluebon, in Courtroom 1539 of the United States
Bankruptcy Court for the Central District of California, located at
255 East Temple Street, Los Angeles, California, on Aug. 24, 2022,
at 10:00 a.m. Any objections to confirmation of the Plan must be
filed and served on or before August 3, 2022.
A full-text copy of the First Amended Plan dated May 24, 2022, is
available at https://bit.ly/3a4yQWi from PacerMonitor.com at no
charge.
Attorneys for Airport Van Rental, Inc., a California corporation,
and AVR Vanpool, Inc.:
John N. Tedford, IV, Esq.
Zev Shechtman, Esq.
Danielle R. Gabai, Esq.
DANNING, GILL, ISRAEL & KRASNOFF, LLP
1901 Avenue of the Stars, Suite 450
Los Angeles, California 90067-6006
Telephone: (310) 277-0077
Facsimile: (310) 277-5735
E-mail: jtedford@DanningGill.com
zs@DanningGill.com
dgabai@DanningGill.com
About Airport Van Rental, Inc.
Airport Van Rental -- https://www.airportvanrental.com/ -- is a van
rental company offering short and long-term rentals for road trips,
weekend journeys, moving, and any other group outings.
Airport Van Rental and its affiliates filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Lead Case No. 20-20876) on Dec. 11, 2020. Yazdan
Irani, its president and chief executive officer, signed the
petitions.
As of the bankruptcy filing date, Airport Van Rental disclosed
between $10 million and $50 million in both assets and
liabilities.
Judge Sheri Bluebond oversees the case.
The Debtors tapped Danning, Gill, Israel & Krasnoff, LLP as their
bankruptcy counsel, CSA Partners LLC as financial consultant, and
Joel Glaser, APC as litigation counsel. Kevin S. Tierney is the
Debtors' chief reorganization officer.
ALL YEAR HOLDINGS: Avi Philipeon Venture to Buy William Vale Hotel
------------------------------------------------------------------
Celia Young of Commercial Observer reports that the future of
swanky Brooklyn hotel The William Vale now lies in the hands of
health care executive Avi Philipson. A partnership led by
Philipson plans to buy the debt and equity stake in the 183-room
hotel from All Year Holdings' bondholders for about $157 million,
after All Year filed for bankruptcy in December to stave off
insolvency lawsuits, according to documents filed in the Bankruptcy
Court for the Southern District of New York.
All Year's Israeli bondholders approved Philipson's proposal in May
2022, beating out Brooklyn landlord Zelig Weiss, who owns a 50
percent stake in the hotel at 111 North 12th Street and wanted to
take full ownership of the property, The Real Deal first reported.
Weiss, who attempted to take control of the Williamsburg hotel once
before, accused All Year in a lawsuit last year of funneling cash
out of the property, and his lawyers argued that Philipson's
purchase was "troubling" because Weiss initially offered about $2
million more than Philipson, according to court documents.
Phillipson's group, which includes Whalley Capital Group's Stephen
Gorodetsky, upped its offer by $2 million to increase the principal
on debt the group intends to issue, once the deal closes in July.
The William Vale had received interest from multiple investors
before Philipson, with Monarch Alternative Capital and Madison
Capital proposing a bid of $155.2 million to purchase the hotel in
October. The property brought in about $7.5 million in revenue in
the month of April 2022 alone, according to court documents filed
in May.
Weiss previously made a larger all-cash offer to buy the debt on
the hotel for $180 million in two installments or $163 million in
one payment, though the hotel's bondholders chose not to vote on
the proposal in October. Instead, the bondholders approved the
last-minute bid by Philipson, who previously entered into an
agreement to purchase an All Year portfolio of apartments across
Bedford-Stuyvesant, Bushwick and Williamsburg with another
investor. That deal is expected to close in August.
Philipson operates nursing homes and is the son of Bent Philipson,
who has invested in multiple long-term care facilities in New York
and New Jersey. Both invested in a poorly rated nursing home in
Long Island that a judge ruled had violated federal trafficking
laws by forcing underpaid Filipino nurses to keep working, Newsday
reported.
About All Year Holdings Ltd.
All Year Holdings Ltd. is a real estate development company founded
by American real estate developer Yoel Goldman. It operates as a
holding company, which, through its direct and indirect
subsidiaries, focuses on the development, construction,
acquisition, leasing and management of residential and commercial
income producing properties in Brooklyn, N.Y. The company's
portfolio includes approximately 1,648 residential units and 69
commercial units in Bushwick, Williamsburg, and
Bedford-Stuyvesant.
All Year Holdings sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021. At the time of the
filing, the Debtor listed $1 billion to $10 billion in assets and
liabilities. Judge Martin Glenn oversees the case.
Weil, Gotshal & Manges LLP, led by Matthew Paul Goren, Esq., is the
Debtor's legal counsel.
ALLIANCE MECHANICAL: Seeks to Hire Mitchell & Hammond as Counsel
----------------------------------------------------------------
Alliance Mechanical, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Oklahoma to employ Mitchell &
Hammond, an Association of Professional Entities, as its counsel.
The Debtor requires a legal counsel to assist it in all matters
relating to this Chapter 11 case.
Mitchell & Hammond will charge up to $400 per hour for attorneys
and $75 per hour for legal assistants and law clerks.
In addition, the firm will seek reimbursement for expenses
incurred.
Gary Hammond, Esq., an attorney at Mitchell & Hammond, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gary D. Hammond, Esq.
Mitchell & Hammond
512 N.W. 12th Street
Oklahoma City, OK 73103
Telephone: (405) 216-0007
Facsimile: (405) 232-6358
Email: gary@okatty.com
About Alliance Mechanical
Alliance Mechanical, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-11002) on May
16, 2022. In the petition filed by Keith Trout, Jr., president, the
Debtor disclosed $100,000 in assets and up to $500,000 in
liabilities.
Gary D. Hammond, Esq., at Mitchell & Hammond serves as the Debtor's
counsel.
ALLIANCE MECHANICAL: Wins Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
authorized Alliance Mechanical, LLC to use cash collateral on an
interim basis in accordance with the budget, with a 10% variance.
As previously reported by the Troubled Company Reporter, the Debtor
alleged Arvest Bank and the Internal Revenue Service may hold
validly perfected and enforceable liens on and security interests
in, among other things, the Debtor's accounts, inventory,
equipment, machinery and general intangibles, and all proceeds
thereof, all as more particularly described and evidenced by those
several security agreements executed by the Debtor on various dates
and perfected by various financing statements filed with the
Oklahoma Secretary of State on various dates, respectively, and the
various liens filed by the IRS.
As adequate protection for any diminution in value as a result of
the Debtor's use of cash collateral, the Debtor proposes to grant
the Secured Creditors a validly perfected first priority lien on
and security interests in the Debtor's post-petition Collateral
subject to existing valid, perfected and superior liens in the
Collateral held by other creditors, if any, and the Carve-Out. The
post-petition security interests and liens proposed to be granted
will be valid, perfected and enforceable and will be deemed
effective and automatically perfected as of the Petition Date
without the necessity of the Secured Creditors taking any further
action.
In the event of, and only in the case of Diminution of Value of the
Secured Creditors' interests in the Collateral, the Secured
Creditors will be entitled to a super-priority claim that will have
priority in the Debtor's bankruptcy case over all priority claims
and unsecured claims against the Debtor and its estate.
The Debtor will be required to insure to its full value all
Collateral subject to Arvest Bank and IRS's liens. Debtor will be
required to furnish evidence of insurance to Arvest Bank and IRS
upon request.
A final hearing on the matter is scheduled for June 15, 2022 at
1:30 p.m.
A copy of the order is available at https://bit.ly/3wXlFOX from
PacerMonitor.com.
About Alliance Mechanical, LLC
Alliance Mechanical, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-11002) on May
16, 2022. In the petition filed by Keith Trout, Jr., president, the
Debtor disclosed $100,000 in assets and up to $500,000 in
liabilities.
Judge Sarah A. Hall oversees the case.
Gary D. Hammond, Esq., at Mitchell & Hammond oversees the case.
Counsel to Arvest Bank:
John W. Mee, III, Esq.
1900 NW Expressway Street, Suite 1400
Oklahoma City, OK 73118-1801
Tel: (405) 848-9100
Fax: (405) 848-9101
E-mail: jwm3@meehoge.com
A Subchapter V Trustee has been appointed in the case and may be
reached at:
Stephen J. Moriarty, Esq.
FELLERS, SNIDER, BLANKENSHIP, BAILY & TIPPENS, P.C.
100 N. Broadway, Suite 1700
Oklahoma City, OK 73102
Tel: (405) 232-0621
Fax: (405) 232-9659
Email: smoriarty@fellerssnider.com
ALLSPRING BUYER: Fitch Affirms 'BB' LongTerm IDRs
-------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) and senior secured debt rating of Allspring Buyer LLC
(Allspring), the main debt-issuing subsidiary of Allspring Global
Investments, at 'BB' on debt upsizing. The Rating Outlook remains
Stable.
KEY RATING DRIVERS
IDR and Senior Debt
The affirmation of Allspring's ratings reflect Fitch's expectation
that the firm will manage its cash flow leverage (debt to fee-based
[F]EBITDA) at or below 4.5x following the proposed $250 million
term loan upsizing. Proceeds from the new tranche of debt will be
used to fund a special dividend distribution to Allpsring's private
equity owners GTCR and Reverence Capital. Fitch generally views an
increase in borrowings to fund shareholder distributions
unfavorably, but it expects Allspring's leverage to remain
appropriate for the current rating even with the additional debt.
Allspring's ratings also continue to reflect its good franchise in
traditional investment management (IM), assets under management
(AUM) diversification by asset class, product and distribution
channel, a scalable business model and strong reported investment
performance relative to benchmarks. The ratings also reflect an
experienced senior management team, a cash-generative business
model and a long-term distribution agreement with Wells Fargo
Corporation, which should provide Allspring with operational and
distribution infrastructure during the transition period.
The ratings are constrained by the private equity ownership, which
introduces some uncertainty about the company's future financial
policies and the potential for more opportunistic growth
strategies, higher cash flow leverage, lower profitability margins
relative to peers, the fully secured funding profile and limited
balance-sheet liquidity. Other rating constraints include a lack of
operating history as a standalone entity and increased execution
risk associated with the challenges of bringing a new IM brand to
market and setting up standalone operations.
Fitch expects Allspring's leverage to be about 4.2x, pro forma for
the debt upsizing, for the trailing 12 months (TTM) ended March 31,
2022. Fitch believes the expiration of fee waivers on most
money-market funds as a result of rising interest rates should help
mitigate the impact of equity price declines on Allspring's
revenues. Fitch believes these factors, combined with execution of
planned run-rate expense reduction initiatives, should allow
Allspring to manage leverage at or below 4.5x. Failure to do so
could result in negative rating action.
Fitch expects interest coverage and fixed charge coverage, pro
forma for the new debt, to decline modestly from 7.0x and 5.6x,
respectively, for the TTM 1Q22. Nevertheless, interest coverage
should remain within Fitch's 'bb' category quantitative benchmark
range of 3x-6x for IMs charging fees based largely on net asset
value (NAV).
Allspring faced annualized net client AUM outflows of 10.5% in 1Q22
and 6.6% in 2021, which are generally consistent with Fitch's 'bb'
category benchmark range of negative 5% to negative 10% for IMs
charging fees on NAV. Continued client outflows or investment
underperformance could put pressure on the rating, particularly if
it leads to a substantial deterioration in earnings and/or
franchise, and consequently results in a sustained increase in
leverage.
Fitch views Allspring's liquidity as relatively limited versus
peers. At Dec. 31, 2021, the company had about $289 million of
balance-sheet cash and $170 million of revolver capacity, although
availability could be constrained by a market dislocation that
reduces FEBITDA, as the revolver has a leverage covenant (6.5x
tested at 35% utilization). There are no term debt maturities until
2027, but the secured term loan has a 1% annual amortization
requirement.
The Stable Outlook reflects Fitch's expectation that Allspring will
successfully establish standalone operations, while maintaining
good operating performance, as reflected in FEBITDA margins
sustained above 15%, leverage sustained at 4.5x or below, adjusting
for non-recurring separation expenses, while demonstrating
convergence between reported and adjusted metrics over time, and
sound interest coverage of above 5.0x.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Material differences between future consolidated audited
financial statements relative to management representations;
-- An inability to sustain cash flow leverage below 4.5x,
particularly if driven by additional debt-financed
shareholder-friendly distributions;
-- Sustained material investment underperformance and/or
meaningful long-term AUM outflows;
-- A liquidity shortfall or a decline in interest and fixed-
charge coverage below 3.0x;
-- An inability to execute on the operating strategy, leading to
excessive costs or operational failures, or a decline in
FEBITDA margins below 15%.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- A sustained improvement in reported cash flow leverage
approaching 3.5x;
-- Gross FEBITDA margins sustained above 20%;
-- A sustained fixed charge coverage above 5.0x;
-- Improved funding diversity, including the addition of an
unsecured funding component;
-- Favorable investment performance and sustained positive long-
term net client flows;
-- Successful transition to a standalone business and execution
of strategic objectives, including meaningful fund sales
through new third-party channels.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
The secured debt rating is equalized with the Long-Term IDR,
reflecting the current funding mix and Fitch's expectations for
average recovery prospects under a stressed scenario.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
The secured debt rating is primarily sensitive to changes in
Allspring's IDR, and secondarily to material changes in Allspring's
funding mix, and/or changes in Fitch's assessment of the recovery
prospects for the debt instrument.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
The secured debt rating is primarily sensitive to changes in
Allspring's IDR, and secondarily to material changes in Allspring's
funding mix, and/or changes in Fitch's assessment of the recovery
prospects for the debt instrument.
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
Allspring Buyer LLC has an ESG Relevance Score of '5' for
Governance Structure due to private equity ownership, which may
result in more opportunistic growth strategies or
shareholder-friendly financial policies, which has a negative
impact on the credit profile, and is relevant to the rating[s] in
conjunction with other factors.
Allspring Buyer LLC has an ESG Relevance Score of '4' for Financial
Transparency due to the sensitivity of the rating to alignment of
audited financial data with management representations, which has a
negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.
Allspring Buyer LLC has an ESG Relevance Score of '4' for
Management Strategy due to the execution risk associated with
establishing the firm as a standalone business, achievement of
envisioned cost savings and deleveraging, 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.
DEBT RATING PRIOR
---- ------ -----
Allspring Buyer LLC LT IDR BB Affirmed BB
senior secured LT BB Affirmed BB
ALMOST NEVER: Delays Filing of Third Quarter Form 10-Q
------------------------------------------------------
Almost Never Films Inc. filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its
Quarterly Report on Form 10-Q for the period ended March 31, 2022.
The Company was unable to compile the necessary financial
information required to prepare a complete filing. Thus, the
Company was unable to file the periodic report in a timely manner
without unreasonable effort or expense. The Company expects to
file within the extension period.
About Almost Never
Almost Never Films Inc. is an independent film company focused on
film production and production related services in connection with
genre specific motion pictures.
Almost Never reported a net loss of $128,149 for the year ended
June 30, 2021, compared to a net loss of $313,062 for the year
ended June 30, 2020.
Los Angeles, California-based Simon & Edward, LLP, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated Sept. 27, 2021, citing that the Company has suffered
recurring losses from operations and accumulated deficit that raise
substantial doubt about its ability to continue as a going
concern.
ALPINE 4: Incurs $4.2 Million Net Loss in First Quarter
-------------------------------------------------------
Alpine 4 Holdings, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.18 million on $25.59 million of net revenues for the three
months ended March 31, 2022, compared to a net loss of $6.13
million on $8.67 million of net revenues for the three months ended
March 31, 2021.
Kent Wilson CEO had this to say, "Most of our industry segments in
Q1 2022, including our Construction Services holdings, showed
improvement over Q4 2021 and Q1 2021. The Company is managing many
complex challenges, including labor force access and supply chain
constraints, which did very well considering the enormity these two
factors present on the global business front. With investments
into automation, we were able to augment our talented workforce to
create greater efficiency. When you combine that with our
long-term healthy vendor relationships, companies like QCA and RCA,
unlike many of their competitors, can procure components and
product supplies with only modest interruption to our customer
base. All in all, it was a good first quarter for Alpine 4 and our
holdings, and barring any further degradation in the supply chain,
the Company expects its gross profit margins to continue to
improve."
As of March 31, 2022, the Company had $130.38 million in total
assets, $62.35 million in total liabilities, and $68.04 million in
total stockholders' equity.
The Company has incurred significant recurring losses and negative
cash flows from operations. The Company said these factors raise
substantial doubt about its ability to continue as a going concern.
While the Company experienced an operating loss for the quarter
ended March 31, 2022, of $3.6 million, this was an improvement over
the previous quarter ended Dec. 31, 2021 and the same quarter last
year ended March 31, 2021, during which the Company had an
operating loss of $12.4 million and $5.1 million, respectively.
While the Company had a negative cash flow used in operation of
$5.9 million for the quarter ended March 31, 2022, it was an
improvement over the same quarter last year when the Company had a
negative cash flow used in operations of $9.0 million.
As of March 31, 2022, the Company has positive working capital of
approximately $15.1 million, which was an increase of $1.1 million
compared to Dec. 31, 2021. The Company has secured bank financing
totaling $23 million in lines of credit of which approximately $1.5
million was unused at March 31, 2022. As of May 23, 2022 (the date
of the Report), the Company had approximately $2.5 million in
cash.
The Company plans to continue to generate additional revenue (and
improve cash flows from operations) partly from the acquisitions of
six operating companies which closed in 2021 combined with improved
gross profit performance from the existing operating companies.
The Company also may raise funds through debt financing, securing
additional lines of credit, and the sale of shares through its
planned at-the-market offering.
Based on management's plans to improve cash flows as disclosed
above management believes the Company has sufficient working
capital to satisfy the Company's estimated liquidity needs for the
next 12 months. Because of the above factors, the Company believes
that this alleviates the substantial doubt in connection with the
Company's ability to continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1606698/000162828022015183/alpp-20220331.htm
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of drivers, stabilizers, and
facilitators. As of April 14, 2021, the Company was a holding
company that owned nine operating subsidiaries: ALTIA, LLC; Quality
Circuit Assembly, Inc.; Morris Sheet Metal, Corp; JTD Spiral, Inc.;
Deluxe Sheet Metal, Inc.; Excel Construction Services, LLC;
SPECTRUMebos, Inc.; Impossible Aerospace, Inc.; and Vayu (US), Inc.
Alpine 4 reported a net loss of $19.41 million for the year ended
Dec. 31, 2021, compared to a net loss of $8.05 million for the year
ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $133.04
million in total assets, $60.92 million in total liabilities, and
$72.11 million in total stockholders' equity.
AMERICAN CRYOSTEM: Incurs $964K Net Loss in Second Quarter
----------------------------------------------------------
American CryoStem Corporation filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $963,767 on $31,935 of total revenues for the three
months ended March 31, 2022, compared to a net loss of $304,729 on
$126,935 of total revenues for the three months ended March 31,
2021.
For the six months ended March 31, 2022, the Company reported a net
loss of $1.34 million on $93,120 of total revenues compared to a
net loss of $350,763 on $253,535 of total revenues for the same
period in 2021.
As of March 31, 2022, the Company had $1.13 million in total
assets, $2.93 million in total liabilities, and a total
shareholders' deficit of $1.79 million.
As of March 31, 2022, the Company had a cash balance of $22,765,
compared to $8,244 at Sept. 30, 2021. The Company used $502,069 of
its cash for operations and $123,514 for investing activities. The
main sources of cash provided by financing activities included new
equity issuances totaling $675,000.
Accounts Receivable decreased to $65,680 at March 31, 2022 from
$78,782 at Sept. 30, 2021.
Convertible debt increased to $712,957 as of March 31, 2022, versus
$706,131 as of Sept. 30, 2021. This increase was due to the
effects of amortizing the beneficial conversion feature of the
notes.
"The Company will continue to focus on its financing and investment
activities, but should we be unable to raise sufficient funds, we
will be required to curtail our operating plans or cease them
entirely. We cannot assure you that we will generate the necessary
funding to operate or develop our business. In the event that we
are able to obtain the necessary financing to move forward with our
business plan, we expect that our expenses will increase
significantly as we attempt to grow our business. Accordingly, the
above estimates for the financing required may not be accurate and
must be considered in light these circumstances," American Cryostem
said.
There was no significant impact on the Company's operations as a
result of inflation for the six months ended March 31, 2022.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1468679/000101905622000403/acryo_2q22.htm
About American CryoStem
Eatontown, New Jersey-based American CryoStem Corporation (OTC:
CRYO) -- http://www.americancryostem.com-- is a developer,
marketer and global licensor of patented adipose tissue-based
cellular technologies and related proprietary services with a focus
on processing, commercial bio-banking and application development
for adipose (fat) tissue and autologous adipose-derived
regenerative cells (ADRCs).
American CryoStem reported a net loss of $2.88 million for the year
ended Sept. 30, 2021, compared to a net loss of $1.18 million for
the year ended Sept. 30, 2020. As of Sept. 30, 2021, the Company
had $1.06 million in total assets, $2.90 million in total
liabilities, and a total shareholders' deficit of $1.85 million.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated Jan. 13, 2022, citing that the
Company has incurred significant losses since inception. This
factor raises substantial doubt about the Company's ability to
continue as a going concern.
ANDREW'S GARDEN: Hearing Monday on Bid to Use Cash Collateral
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Andrew's Garden, Inc. asks the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, for authority to
use cash collateral in accordance with the proposed budget, with a
10% variance and provide adequate protection.
The Debtor requires the use of cash collateral to pay actual,
necessary and ordinary expenses to maintain the Debtor's business,
as set forth in the Budget, including:
a. Payroll;
b. Insurance;
c. Utilities;
d. Purchase of Inventory; and
e. Other miscellaneous items needed in the ordinary course of
business.
The Debtor requests the Court for permission to use certain cash
and cash equivalents that allegedly serve as collateral for claims
that might be asserted against the Debtor and its property by:
* the United States Small Business Administration in the
approximate amount of $159,000;
* 24 Capital in the approximate amount of $39,354, and
* TVT 2.0 LLC in the approximate amount of $39,094.
The Debtor, as of May 15, 2022, holds:
* bank accounts totaling approximately $49,397,
* accounts receivable of approximately $0, and
* inventory valued at cost of approximately $216,029 (of which
approximately $13,000 consists of highly perishable goods.
The Debtor proposes to provide adequate protection to the Secured
Parties upon these terms and conditions:
a. The Debtor will permit the Secured Parties to inspect, upon
reasonable notice, and within reasonable business hours, the
Debtor's books and records;
b. The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and water damage;
c. The Debtor will, upon reasonable request, make available to
the Secured Parties evidence of that which purportedly constitutes
their collateral or proceeds;
d. The Debtor will properly maintain the Collateral and
properly manage the Collateral; and
e. The Debtor will grant replacement liens to the respective
Secured Parties to the extent of their pre-petition liens, and
attaching to the same assets of the Debtor in which the Secured
Parties asserted pre-petition liens.
A hearing on the matter is scheduled for June 6, 2022 at 10 a.m.
A copy of the motion is available at https://bit.ly/3lQ6EcD from
PacerMonitor.com.
About Andrew's Gardens, Inc.
Based in Wheaton, Illinois, Andrew's Gardens is a European-style
flower shop and unique gift boutique specializing in couture floral
design for everyday deliveries, weddings, and other celebrations.
Andrew's Gardens, Inc., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-01249) on
February 3, 2022. In the petition signed by Tonya Parravano, vice
president, the Debtor disclosed up to $50,000 in assets and up to
$500,000 in liabilities.
Judge A. Benjamin Goldgar oversee the case.
John Lynch, Esq., at Lynch Law LLC is the Debtor's counsel.
ANTECO PHARMA: July 20 Hearing on Plan and Disclosures
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Judge Katherine Maloney Perhach has entered an order conditionally
approving the Disclosure Statement explaining the Plan of Anteco
Pharma, LLC.
A preliminary hearing on final approval of the Disclosure Statement
and confirmation of the Plan will be held on July 20, 2022 at 1:30
p.m. by telephone. Parties should call the Court conference line
at 1-888-557-8511, access code 5616974##, to participate in this
telephonic hearing.
Unless an objection is filed on or before June 2, 2022, the Court
will enter an order extending the deadline for final confirmation
to July 29, 2022.
Objections to final approval of the Disclosure Statement and/or
confirmation of the Plan must be filed no later than July 6, 2022.
The deadline for accepting or rejecting the Plan is July 6, 2022.
The Debtor must file a written report summarizing the ballots on or
before July 13, 2022.
About Anteco Pharma
Anteco Pharma, LLC, is a Waunakee, Wis.-based company specializing
in freeze drying and related processing of pharmaceutical
intermediates, medical devices, specialty food and nutritional
ingredients.
Anteco Pharma filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 221-11012) on
May 7, 2021, disclosing total assets of up to $10 million and total
liabilities of up to $1 million. Howard R. Teeter, authorized
member, signed the petition.
Judge Catherine J. Furay oversees the case.
Krekeler Strother, S.C. and Boardman & Clark, LLP serve as the
Debtor's bankruptcy counsel and special counsel, respectively.
ARBORETUM CROSSING: Trustee Taps Lain Faulkner & Co. as Accountant
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Laurie Dahl Rea, the trustee appointed in the Chapter 11 case of
Arboretum Crossing, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Lain, Faulkner &
Co., PC as accountant.
The firm will render these services:
(a) assist the trustee in the analysis of tax and taxation
issues and in the filing of any necessary information and
compliance forms regarding taxes;
(b) perform all other accounting services and provide all
other financial advice to the trustee in connection with this case
as may be required or necessary; and
(c) testify at any hearings and/or trials as to one or more of
the matters set forth above as required and/or appropriate.
The hourly rates of the firm's professionals are as follows:
Directors $385 - $500
Accounting Professionals $210 - $325
IT Professionals $280
Staff Accountants $175 - $255
Clerical and Bookkeepers $80 - $125
The firm's principal members who are presently designated to work
on this engagement, and their 2022 hourly rates, are:
Kelly McCullough, CPA-Director $425
Dean Bielitz, CPA-Director $385
Scott Reese, Accounting Professional $210
Kelly McCullough, CPA, disclosed in a court filing that the firm is
a "disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Kelly McCullough, CPA
Lain, Faulkner & Co., PC
400 North St. Paul Street, Suite 600
Dallas, TX 75201
Telephone: (214) 720-1929
About Arboretum Crossing
Arboretum Crossing, LLC is an Austin, Texas-based company engaged
in renting and leasing real estate properties.
Arboretum Crossing filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
21-10546) on July 6, 2021, listing up to $50 million in both assets
and liabilities. Natin Paul, authorized agent, signed the
petition.
Judge Tony M. Davis oversees the case.
The Debtor tapped Mark H. Ralston, Esq., at Fishman Jackson
Ronquillo, PLLC as its legal counsel.
Laurie Dahl Rea, the Chapter 11 trustee appointed in the Debtor's
bankruptcy case, is represented by Rochelle McCullough, LLP. The
trustee tapped Lain, Faulkner & Co., PC as accountant.
ARMSTRONG FLOORING: United Steelworkers Steps Into Bankruptcy
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Lancaster Online reports that the attorney for the United
Steelworkers said during an Armstrong Flooring Inc. bankruptcy
hearing Thursday, May 26, 2022, that the union would be deeply
involved and carefully watching the sale process of the company.
East Lampeter Township-based Armstrong Flooring is seeking Delaware
bankruptcy court approval to sell off assets and reorganize under
Chapter 11 to address $317.8 million in debt, including $160
million in long-term debt. Armstrong said it had assets worth $517
million.
The iconic flooring manufacturer late last week warned all its
workers in North America that they may face permanent layoff as
soon as June 17 if the company does not find a buyer.
The remarks of United Steelworkers attorney Richard M. Seltzer of
Cole, Weis and Simon, came at a hearing to determine the timeline
and procedures to sell Armstrong's assets. Bids are due by June 14
and a sale auction is set for June 16, with the option to postpone
sale of Chinese and Australian assets no later than June 28. The
deadline to enter into and file a successful bidder purchase
agreement with the successful bidder is June 17.
Among its assets are seven manufacturing plants in three countries.
Two plants are in Pennsylvania, one in Lancaster city and one in
Beech Creek Township, Clinton County. There are plants in
Illinois, Mississippi, Oklahoma and one plant each in China and
Australia. The plants in China and Australia are not part of the
bankruptcy but are for sale. It also maintains offices in Canada,
which are part of the bankruptcy. Armstrong Flooring also operates
a distribution center in California.
At the union's request, bidding procedures were amended to make
sure a "going-concern" buyer states its position on employee
contracts, retiree benefits and pensions. A going-concern buyer is
one that wants to keep making flooring as opposed to one that would
liquidate assets.
Armstrong Flooring's turnaround consultant, investment bank
Houlihan Lokey, said as of Wednesday it had 100 interested parties
that have explored or are actively exploring participation in the
sale process and it has entered into 69 non-disclosure agreements
with such parties.
Houlihan Lokey said in a court filing it has also received four new
proposals with respect to various assets, including a competing bid
for certain of the North American and Australian assets, a bid for
both the Chinese and Australian operations on a going-concern
basis, a bid for a North American manufacturing facility on a
going-concern basis, and another bid for the purchase the
Australian operations on a going-concern basis.
The union will also be allowed to attend the auction and be a
consultation party for purchasers of the facilities. Seltzer also
said the union is willing to discuss contracts under appropriate
circumstances under bankruptcy law.
United Steelworkers represents hundreds of employees at Armstrong
Flooring's Lancaster and Jackson, Miss. plants as well as hundreds
of retirees, Seltzer said. He said the employees and retirees may
be the most directly impacted in terms of their jobs and medical
benefits.
Armstrong Flooring wants to end all post-employment benefits
including life insurance and health insurance to retirees but will
continue to make required payments until the matter is decided,
which is expected at a June 3 hearing.
In bankruptcy, collective bargaining agreements can only be
rejected or modified after the company has tried to negotiate with
the union. The United Steelworkers Union Local 285 had ratified a
new three-year contract in March.
Approximately 277 manufacturing employees in Mississippi and
Lancaster are represented by various unions including the United
Steelworkers and International Association of Machinists and
Aerospace Workers, the company has said. Armstrong Flooring also
hires full- and part-time independent contractors, and temporary
employees.
According to Armstrong, there are 215 employees at its facilities
on Dillerville Road and Loop Road in Lancaster, and 391 are
assigned to or report to the Greenfield Corporate Office on
Hempstead Road.
There are 27 employees at its Beech Creek facility who are not
represented by a union. There are 81 workers in Mississippi and
128 in Oklahoma. The company also has workers in Illinois and
California.
Armstrong timeline
December 2000: Armstrong World Industries enters into bankruptcy
due to a surge in costly asbestos personal-injury lawsuits filed
against the company. It also uses the bankruptcy to restructure its
flooring business.
August 2006: Armstrong World Industries exits bankruptcy after
winning court approval for a plan to deal with lawsuits related to
asbestos. The substance can cause fatal lung diseases including
cancer.
April 2014: Armstrong World Industries begins expanding the
Dillerville Road plant to make luxury vinyl tile.
April 2016: Armstrong World Industries spins off its flooring
business, which generates annual sales of $1.2 billion. The new
publicly-traded company becomes Armstrong Flooring with New York
Stock Exchange symbol AFI.
December 2018: American Industrial Partners acquires the hardwood
floor division from Armstrong Flooring for $100 million.
May 2019: Armstrong Flooring President and CEO Donald R. Maier
steps down.
July 2019: Armstrong Flooring locks out 180 Dillerville Road
unionized workers over contract-talks standstill.
December 2020: Armstrong Flooring discloses it will close its
flooring plant near Los Angeles, idling 58 people, in the first
quarter.
April 2021: The company moves its headquarters and technical center
from a leased office on Columbia Avenue to Greenfield in East
Lampeter Township, a shift that was expected to reduce rent by more
than 60%.
February 2021: Armstrong Flooring agrees to sell its Los
Angeles-area plant for about $77 million to California industrial
developer Overton Moore Properties.
December 2021: Armstrong Flooring hires investment bank Houlihan
Lokey Capital Inc. to assist with a process for the sale of the
company and with consideration of other strategic options. The
company also secured a $35 million loan to pursue its operational
and strategic goals.
March 2022: Armstrong had five indications of interest and two
nonbinding letters of intent, each expressing interest in acquiring
certain assets of the company. The expressions of interest never
panned out.
April 21: A bidder for a larger portion of the business abruptly
terminates negotiations and executives and consultants turn their
focus to other interested buyers.
May 2: Armstrong Flooring tells investors it will likely file for
Chapter 11 bankruptcy.
May 8: Armstrong Flooring files for Chapter 11 bankruptcy.
About Armstrong Flooring
Armstrong Flooring, Inc. (NYSE: AFI) is a global leader in the
design and manufacture of innovative flooring solutions that
inspire beauty wherever your life happens. Headquartered in
Lancaster, Pennsylvania, Armstrong Flooring continually builds on
its resilient, 150-year legacy by delivering on its mission to
create a stronger future for customers through adaptive and
inventive solutions. The company safely and responsibly operates
seven manufacturing facilities globally, working to provide the
highest levels of service, quality, and innovation to ensure it
remains as strong and vital as its 150-year heritage. On the Web:
http://www.armstrongflooring.com/
Armstrong Flooring Inc. sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 22-10426) on May 9, 2022. In the
petition filed by Michel S. Vermette, as president and chief
executive officer, Armstrong Flooring disclosed total assets
amounting to $517,000,000 and estimated total liabilities of
$317,800,000.
The case is assigned to Honorable Bankruptcy Judge Mary F.
Walrath.
The Company is represented in this matter by Skadden, Arps, Slate,
Meagher & Flom LLP as legal advisor, Houlihan Lokey Capital Inc. as
its investment bank, and Riveron RTS, LLC as financial advisor.
Groom Law Group, Chartered is the benefits counsel, Friedman Kaplan
Seiler & Adelman LLP is the conflicts counsel, and Robert A. Weber,
Esq. and Aidan T. Hamilton, Esq. are the efficiency counsels. Epiq
Corporate Restructuring, LLC, is the claims advisor.
ARTHUR GROOM: Seeks Cash Collateral Access
------------------------------------------
Arthur Groom & Co., Inc. asks the U.S. Bankruptcy Court for the
District of New Jersey for authority to use cash collateral in
which TD Bank, N.A. may claim an interest.
The Debtor requires the use of cash collateral to pay its ordinary
and necessary operating expenses in accordance with the budget.
On August 7, 2006, the Debtor borrowed $2 million from TD pursuant
to a revolving credit note. In addition, on August 7, 2006, the
Debtor borrowed $600,000 from TD as evidenced by a term promissory
note.
Payment of the Debtor's obligations to TD under the RC Note and the
Term Note is secured by a security interest in all of the Debtor's
personal property and the proceeds therefrom. The obligations due
under the RC Note came due on November 30, 2009, and the Debtor
defaulted in the payment of the RC Note.
On February 18, 2011, the Bankruptcy Court entered an Order
confirming the First Modified Joint Plan of Reorganization in the
Debtor's 2010 bankruptcy case.
In connection with the confirmation of the 2011 Plan, Arthur Groom
& Co., Inc. requested and the TD agreed to amend and restate the RC
Note and the Term Note. As of March 2011, the amended loan
principal amount was reset at $1,578,408.
Arthur Groom & Co., Inc. met all of its obligations under the 2011
Plan from the 2010 Bankruptcy Case, including maintaining payments
to TD for many years, until Arthur Groom & Co., Inc.'s ability to
remit payments was derailed by a significant drop off in business
in 2020 due to COVID-19.
On May 18, 2022, TD filed a Verified Complaint in the Superior
Court of New Jersey Law Division, Bergen County, entitled T.D.
Bank, N.A. v. Arthur Groom & Co., Inc. Docket No. BER-L-2577-22
seeking, inter alia, replevin of the Debtor's inventory. A hearing
on preliminary restraints requested in connection with TD Action
was scheduled to proceed on May 25, 2022.
In the Verified Complaint, TD contends the total amount outstanding
pursuant to the amended loan documents is $617,578 as of April 5,
2022, including principal of $395,468, interest of $134,494,
$56,716 in other fees, $30,901 in late charges, plus attorney's
fees and costs.
The Budget demonstrates that the Debtor will operate profitably and
there will not be any diminution in the Collateral. Thus, a
replacement lien adequately protects the interest of each creditor
asserting a lien in the Collateral.
The Debtor is also prepared to make payments to TD as adequate
protection. In the Verified Complaint, TD alleges its per diem on
the outstanding balance totals $107. In a 31-day month, this
amounts to interest accruing in the amount of $3,320 per month.
The Debtor proposes to make monthly payments in the amount of
$7,500 per month to TD as reflected in the Budget. This payment,
the Debtor believes, is sufficient to reduce the amount of TD's
claim while the Debtor seeks to restructure its debts in Chapter
11.
The Debtor further contends the value of its inventory is more than
the entire asserted obligation to TD. As a result, TD is also
adequately protected by an equity cushion in its Collateral.
A copy of the motion is available at https://bit.ly/3N0Mdp6 from
PacerMonitor.com.
About Arthur Groom & Company, Inc.
Arthur Groom & Company, Inc., operates a retail jewelry store in
Ridgewood, New Jersey. The Debtor sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 22-14127)
on May 23, 2022. In the petition signed by Arthur Groom, owner, the
Debtor disclosed up to $10 millio in both assets and liabilities.
Stephen B. McNally, Esq., at McNallyLaw, LLC is the Debtor's
counsel.
AVIANCA HOLDINGS: Chapter 11 Exit Fuels Cargo Expansion
-------------------------------------------------------
Eric Kulisch of Freightwaves reports that six months after
restructuring and emerging from bankruptcy in a stronger financial
position, Latin American airline Avianca announced this week it
plans to add up to four aircraft to its freighter fleet as part of
a broad growth strategy.
Colombia-based Avianca said Monday it will lease two Airbus
A330-300 passenger aircraft, converted to carry containers on the
main deck, from CDB Aviation. Officials said they are in
negotiations to acquire two more freighters from the Irish
subsidiary of China Development Bank. The first converted freighter
is expected to enter service by the end of the year.
The pandemic and bankruptcy process crystallized for executives the
importance of the cargo business, Aivanca Cargo Chief Operating
Officer Juan Correa told FreightWaves on the sidelines of the Cargo
Network Services conference here.
"Carrying cargo in passenger aircraft is a competitive advantage
because you are flying cargo in the belly compartment. That brings
up the financials and the revenues. And then you can compete with
the low-cost carriers, you can sustain routes longer or develop new
markets because you have at least half of the lower decks full of
revenues with cargo."
Bankruptcy enabled Avianca to lower its debt and merge with $1
billion in liquidity.
"So the company realized that," Correa said. "They had the
freighters already. So the cargo business came up as one of the
three priorities post-bankruptcy to grow the business, along with a
low-cost model and frequent flier program."
In February 2022, CDB Aviation placed an order for 12 A330
passenger-to-freighter conversions with engineering and overhaul
specialist Elbe Flugzeugwerke GmbH, a joint venture between Airbus
and Singapore's ST Engineering. Traditionally a lessor of passenger
aircraft, CDB last month took delivery of its first A330
reconfigured by EFW from a previous order for two planes. Those two
planes are being leased to Mexico City-based cargo carrier Mas.
Avianca currently operates six A330-200 factory-built freighters.
The cargo division's fleet would increase by two-thirds through
2024 if all orders for the medium-size widebody aircraft are
placed. Avianca also has access to capacity from Mexican cargo
carrier Aerounión, which leases its five freighters from Avianca,
as well as through its passenger fleet of more than 100 aircraft.
Avianca Cargo's network is primarily focused on the U.S., including
a hub in Miami, and Central and South America. It also serves
three destinations in Europe. It transported more than 770,000 tons
of cargo last 2021.
The cargo airline said it transported 14,200 tons of flowers
leading up to Valentine's Day in February, 6% more than in 2021.
Other top exports it transports from South America include fresh
seafood and fruit. In March, Avianca awarded a contract to
Jettainer for providing, maintaining and managing a fleet of unit
load devices.
Air cargo was a lifesaver for people and airlines around the world,
delivering medical supplies and record revenues when the pandemic
wiped out passenger travel, Correa said.
"There was a realization that we need to continue with this, put it
to the first level. We need to grow the business," he said during a
break between meetings. "It's the maturation of a new strategy and
making the cargo business a top priority."
Latin America market
Latin American carriers reported that cargo volumes in March
increased 22% compared to 2021, the strongest performance of any
region, according to the International Air Transport Association.
As large airlines come out of bankruptcy they increasingly are able
to field larger fleets, adding cargo capacity to the market.
Boeing's 20-year forecast is for cargo volume between Latin America
and North America to grow 2.6% annually through 2039, below the 4%
growth rate for global air cargo. Air trade between Latin America
is pegged to increase 3.1% per year. The predictions were made in
mid-2020, before the full impact of COVID on supply chain
disruptions and extra e-commerce shopping was understood.
Freighters are increasingly attracting investors because of the
strong growth trends for general cargo and e-commerce shipments
while passenger networks become less reliable for shippers.
LATAM Group, which competes in the same market as Avianca, said
Tuesday it received its third converted Boeing 767 freighter and
that it expected another delivery in September. The airline is
sending 10 used jets from its passenger fleet to Boeing (NYSE: BA)
to reconfigure as full-time cargo jets.
The latest freighter will primarily be used to transport flowers
from Colombia and Ecuador and expand to more U.S. and European
destinations, LATAM said.
Earlier this month, Avianca and Brazilian airline Gol agreed to
join forces under a holding company called Abra Group controlled by
the top shareholders of each company. The move, expected to close
in the second half, creates a third large airline group with the
scale and connections to compete for passengers. Both airlines will
continue to operate as independent brands.
About Avianca Holdings SA
Avianca -- https://aviancaholdings.com/ -- is the commercial brand
for the collection of passenger airlines and cargo airlines under
the umbrella company Avianca Holdings S.A. Avianca has been flying
uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca
serves 76 destinations in 27 countries within the Americas and
Europe.
Avianca Holdings S.A. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-11133) on May 10, 2020. At the time of the filing, Debtors
disclosed $7,273,900,000 in assets and $7,268,700,000 in
liabilities.
Judge Martin Glenn oversees the cases.
The Debtors tapped Milbank LLP as general bankruptcy counsel;
Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon
Abogados S.A.S. as restructuring counsel; Smith Gambrell and
Russell, LLP as aviation counsel; Seabury Securities LLC as
financial restructuring advisor and investment banker; FTI
Consulting, Inc. as financial restructuring advisor; and Kurtzman
Carson Consultants LLC as claims and noticing agent.
The U.S. Trustee for Region 2 appointed a committee of unsecured
creditors in Debtors' bankruptcy cases on May 22, 2020. The
committee is represented by Willkie Farr & Gallagher, LLP.
BAYTEX ENERGY: Moody's Ups CFR to B1 & Alters Outlook to Positive
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Moody's Investors Service upgraded Baytex Energy Corp.'s corporate
family rating to B1 from B2, probability of default rating to B1-PD
from B2-PD, and affirmed the B3 senior unsecured ratings. The
rating outlook was changed to positive from stable. The speculative
grade liquidity rating (SGL) was raised to SGL-1 from SGL-2.
"The upgrade reflects our expectation for Baytex's credit metrics
to remain strong while it continues to deleverage via strong free
cash flow generation," said Paresh Chari Moody's analyst. "The
upgrade also reflects the company's strong commitment to reducing
debt, and its very good liquidity."
Affirmations:
Issuer: Baytex Energy Corp.
Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)
Upgrades:
Issuer: Baytex Energy Corp.
Corporate Family Rating, Upgraded to B1 from B2
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2
Outlook Actions:
Issuer: Baytex Energy Corp.
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
Baytex's rating is supported by: 1) credit metrics that will remain
strong (around 90% RCF/debt in 2022/2023) through continued debt
reduction from significant free cash flow; 2) geographic diversity
with over one-third of production coming from the US Eagle Ford,
about one-fifth from the Viking in Saskatchewan and the balance
from heavy oil in Alberta and Saskatchewan; and 3) very good
liquidity. The rating is challenged by: 1) its small size relative
to its peers that are typically 20% bigger on a production basis
and double on a reserve basis; 2) high F&D costs that reduce the
portfolio's resiliency during commodity downturns; and 3) exposure
to Canadian heavy oil (WCS) prices which creates pricing volatility
for Baytex's heavy oil assets.
The senior unsecured notes are rated B3, two notches below the B1
CFR, because the US$850 million revolving credit facilities are
first priority secured by Baytex assets. The size of the potential
senior secured claims relative to the unsecured notes outstanding
results in the senior notes being two notches below the CFR.
Baytex's liquidity is very good (SGL-1). Pro forma for the expected
repayment of the 2024 notes in June 2022, and at March 31, 2022,
Baytex had no cash and about C$400 million available under its
equiv. C$1.1 billion (US$850 million) secured revolving credit
facility expiring April 2026. Moody's expects close to C$500
million in free cash flow through mid-2023. Moody's expects that
Baytex will remain in compliance with the two financial covenants
through this period. Baytex's next debt maturity are unsecured
notes due 2027.
Baytex's Credit Impact Score was changed to a CIS-3 from a CIS-4 as
a result of the Line 3 replacement pipeline coming into service in
Q4 2021 despite social opposition to the project. Social opposition
to oil pipeline projects has been material, and had led to egress
constraints and wide Canadian heavy oil differentials due to delays
or cancellations of projects. As a result of Line 3 coming on
stream, pipeline constraints have alleviated and heavy oil
differentials have remained narrow, improving Baytex's cash flow,
which will be used to reduce debt.
The positive outlook reflects Moody's view that the company will
generate significant free cash flow over the next 12-18 months that
will be used to repay debt and keep leverage at a very strong
level.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if retained cash flow to debt is
above 50%, LFCR is above 1.5x and if Baytex can maintain positive
free cash flow.
The rating could be downgraded if retained cash flow to debt falls
below 30%, LFCR is below 1x, or financial policy becomes
aggressive.
Baytex Energy Corp. is a publicly listed Calgary, Alberta-based
independent exploration and production company with production of
about 65,000 boe/d (net of royalties).
The principal methodology used in these ratings was Independent
Exploration and Production published in August 2021.
BIOPLAN USA: S&P Affirms 'CCC+' Issuer Credit Rating, Outlook Neg.
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S&P Global Ratings affirmed all its ratings, including its 'CCC+'
issuer credit rating on Bioplan USA Inc.
The negative outlook on Bioplan USA Inc. reflects the risk that the
business' recovery will be challenged by macroeconomic and supply
chain issues such that its cash burn worsens and increases the
likelihood of a payment default or distressed exchange in the next
12 months. It also reflects the risk that Bioplan will be unable to
extend its 2023 debt maturities before they become current.
S&P said, "We expect Bioplan's cash burn will cause it to breach
its minimum liquidity covenant by the first half of 2023. We expect
Bioplan will continue to suffer from negative free cash flows over
the next 18 months due to a slower-than-expected recovery from the
pandemic caused by macroeconomic and supply chain challenges. This
will drain the company's cash balances. In our view, the company
will likely violate its minimum liquidity covenant in the first
half of 2023. Under its credit agreements, Bioplan is subject to a
minimum liquidity covenant of $13 million, including $10 million
with respect to all credit parties located in the U.S. and $3
million with respect to all credit parties located in the European
Union. Cash balances as of March 31, 2022, were $28.6 million. We
believe the company's negative cash flow from operations, capital
expenditure requirements, and mandatory debt amortization will
cause its cash balance to fall below $13 million in the first or
second quarter of 2023. In this event, the company will need to
attain a waiver from its lenders or receive a capital injection
from its sponsor to bolster its cash balances. Otherwise, it could
face an event of default under its credit agreement.
"In addition to these covenant issues, we believe the company would
be unable to bear a low-probability adverse event with its thin
cash sources-over-uses ratio of only 1.2x over the next 12 months.
As a result, we have revised our assessment of liquidity to less
than adequate from adequate.
"We expect Bioplan to face a liquidity event if it does not
proactively refinance its near-term debt due in 2023. In 2021,
Bioplan extended the maturities of its first- and second-lien term
loans to December 2023 and December 2024, respectively. We believe
the company will need to proactively refinance this debt to extend
maturities. Otherwise, it faces a liquidity event in December 2023
because its cash flows are insufficient to service these debt
obligations. In our view, the company's high leverage above 10x,
substantial interest burden, and the payment-in-kind components of
its debt structure mean that a successful refinancing of its debt
at par could be at risk. If Bioplan pursues a distressed exchange
or similar restructuring of its debt below par, we could lower our
ratings accordingly because we view these scenarios as tantamount
to default.
"Many macroeconomic factors will challenge Bioplan's post-pandemic
revenue recovery. We expect the company's revenues will rebound
from the effects of the pandemic over the past two years, when
sales of Bioplan's sampling and marketing products were hurt by
social distancing measures, poor retail store foot traffic, and the
reduction in client spending. As these conditions improve in 2022,
we believe the company will leverage its leading position in the
niche global sampling market and its partnerships with retail and
merchandise clients as they reinvigorate their global fragrance and
sampling campaigns.
"However, despite this expectation for recovery from the pandemic,
we believe Bioplan faces substantial headwinds over the next 12
months including foreign exchange rate risk, supply chain issues,
inflation, a softening retail outlook, and the risk of slower
macroeconomic growth in its key markets. In addition, industry
rivals pose challenges through price-based competition and
substitute products. We believe Bioplan also suffers from a client
base concentrated within the retail and consumer-packaged goods
(CPG) industries, which are facing secular pressures and pursuing
cost-rationalization strategies due to changing marketing budgets.
"As a result of these challenges offsetting a rebound from the
pandemic, we expect consolidated revenue to only grow in the
low-single-digit-percent area in 2022 and the
mid-single-digit-percent area in 2023."
The negative outlook on Bioplan USA Inc. reflects the risk that the
business' recovery will be challenged by macroeconomic and supply
chain issues such that its cash burn worsens and increases the
likelihood of a payment default or distressed exchange in the next
12 months. It also reflects the risk that Bioplan will be unable to
extend its 2023 debt maturities before they become current.
S&P could lower its ratings on Bioplan over the next 12 months
under the following scenarios:
-- S&P envisions a payment default scenario in the next 12 months
due to insufficient cash flow relative to fixed charges;
-- Its term loans become current, and it doesn't have firm plans
in place to refinance its debt structure; or
-- The company pursues a debt restructuring or exchange.
While unlikely over the next 12 months, S&P could raise its ratings
on Bioplan if its adjusted leverage declines below 6x while its
free operating cash flow to debt rises above 3% and remains there.
An upgrade would also require a successful extension of the
company's debt maturities.
ESG credit indicators: E-2, S-2, G-3
Governance factors are a moderately negative consideration, as it
is for most rated entities owned by private-equity sponsors. S&P
believes the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of controlling owners. This also reflects private-equity sponsors'
generally finite holding periods and focus on maximizing
shareholder returns.
BITNILE HOLDINGS: Incurs $28.8 Million Net Loss in First Quarter
----------------------------------------------------------------
BitNile Holdings, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $28.79 million on $32.83 million of total revenue for the three
months ended March 31, 2022, compared to net income of $3.08
million on $13.25 million of total revenue for the three months
ended March 31, 2021.
As of March 31, 2022, the Company had $518.92 million in total
assets, $93.74 million in total liabilities, $116.73 million in
redeemable noncontrolling interests in equity of subsidiaries, and
$308.46 million in total stockholders' equity.
As of March 31, 2022, the Company had cash and cash equivalents of
$39.4 million and working capital of $55.6 million. The Company
has primarily financed its operations principally through issuances
of convertible debt, promissory notes and equity securities. The
Company believes its current cash on hand is sufficient to meet its
operating and capital requirements for at least the next twelve
months from the date these financial statements are issued.
The Company's Chief Financial Officer, Kenneth S. Cragun, said,
"During the first quarter, we achieved significant revenue growth
with revenue of $33 million, about 2.5 times greater than the $13
million reported in the prior year quarter. Cash provided by
operating activities was $25 million in the first quarter of 2022.
We were able to pay off $66 million in senior secured notes and
invested $35 million in property and equipment, primarily Bitcoin
mining equipment. We expect our investments in our cryptocurrency
mining operations will contribute to both revenue growth and
improved profitability in future periods."
Milton "Todd" Ault, III, the Company's executive chairman, stated,
"We are encouraged by the Company's first quarter results, which
represent a strong start to the year and a significant step toward
our goal to grow revenue to more than $155 million in 2022, which
would nearly triple our top-line results from 2021. We ended the
quarter with a strong balance sheet, reporting $56 million in
working capital and $519 million in assets. With key investments
in Bitcoin mining, data center operations, defense, electric
vehicle chargers, power electronic businesses, hotels, and a
lending and investment platform, we continue to believe the future
for our holding company is bright."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/896493/000121465922007324/e51722210q.htm
About BitNile Holdings
BitNile Holdings, Inc. (formerly known as Ault Global Holdings,
Inc.) is a diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company owns and operates a data center
at which it mines Bitcoin and provides mission-critical products
that support a diverse range of industries, including
defense/aerospace, industrial, automotive, telecommunications,
medical/biopharma, and textiles. In addition, the Company extends
credit to select entrepreneurial businesses through a licensed
lending subsidiary. BitNile's headquarters are located at 11411
Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.BitNile.com.
BitNile reported a net loss of $23.97 million for the year ended
Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec.
31, 2020, a net loss of $32.94 million for the year ended Dec. 31,
2019, and a net loss of $32.98 million for the year ended Dec. 31,
2018. As of Dec. 31, 2021, the Company had $490.28 million in
total assets, $145.11 million in total liabilities, $116.72 million
in redeemable noncontrolling interests in equity of subsidiaries,
and $228.45 million in total stockholders' equity.
BLACK PEARL: Seeks Court Approval to Hire Bankruptcy Attorneys
--------------------------------------------------------------
Black Pearl Exploration, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Coplen & Banks, PC and Smith & Cerasuolo, LLP as its counsel.
The firms will render these legal services:
(a) advise the Debtor regarding its powers and duties;
(b) advise the Debtor with respect to the rights and remedies
of the estate's creditors and other parties-in-interest;
(c) conduct appropriate examinations of witnesses, claimants
and other parties-in-interest;
(d) prepare all appropriate legal papers;
(e) represent the Debtor in all proceedings before the
bankruptcy court and in any other judicial or administrative
proceeding;
(f) represent and advise the Debtor (if appropriate) in the
liquidation of its assets through the bankruptcy court;
(g) advise the Debtor in connection with the formulation,
solicitation, confirmation and consummation of any plan(s) of
reorganization which the Debtor may propose; and
(h) perform any other legal services that may be appropriate
in connection with the continued operations of the Debtor's
businesses.
The hourly rates of the firms' counsel and staff are as follows:
John Akard Jr. $350
Gary F. Cerasuolo $300
Other Attorneys $350 - $450
In addition, the firms will seek reimbursement for expenses
incurred.
John Akard Jr., Esq., an attorney at Coplen & Banks, and Gary
Cerasuolo, Esq., an attorney at Smith & Cerasuolo, disclosed in a
court filing that the firms are "disinterested persons" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firms can be reached through:
John Akard Jr., Esq.
Coplen & Banks PC
11111 McCracken, Suite A
Cypress, TX 77429
Telephone: (832) 237-8600
Facsimile: (832) 202-2088
Email: JohnAkard@Attorney-CPA.com
- and –
Gary F. Cerasuolo, Esq.
Smith & Cerasuolo, LLP
7500 San Felipe, Suite 777
Houston, TX 77063
Telephone: (713) 787-0003
Facsimile: (713) 782-6785
Email: Gary.Cerasuolo@gmail.com
About Black Pearl Exploration
Black Pearl Exploration LLC, an oil and gas exploration and
development company, sought Chapter 11 protection (Bankr. S.D.
Texas Case No. 22-31073) on April 24, 2022. In the petition filed
by R. Michael Loone, member and manager, the Debtor disclosed up to
$10 million in both assets and liabilities.
Judge Jeffrey P. Norman oversees the case.
John Akard, Jr. at Coplen & Banks, PC and Gary F. Cerasuolo, Esq.,
at Smith & Cerasuolo, LLP serve as the Debtor's counsels.
BLACKROCK INTERNATIONAL: Unsec. Claims, If Any, to Get Up to 100%
-----------------------------------------------------------------
Blackrock International, Inc. submitted a Chapter 11 Plan of
Reorganization and a Disclosure Statement.
According to the Disclosure Statement, General unsecured creditors
in Class 4 will receive a pro rata distribution from the creditor's
pool. Contributions to the creditor's pool shall come from monthly
payments made by the Debtor from future operations of Blackrock. It
is anticipated that this Class will receive a dividend of 100% of
the allowed unsecured claim. Class 4 is impaired.
The Debtor does not believe that it owes any general unsecured
claims. The State of Louisiana has filed a general unsecured claim
in the sum of $6,675.54 for estimated corporate taxes due for the
years 2016, 2017, 2018, 2019, 2020 and 2021. The Debtor is
preparing and will file all appropriate tax returns for the tax
years 2916, 2017, 2018, 2019, 2020 and 2021 on or before June 30,
2022, in order to establish what general unsecured claims, if any,
are owed. The Debtor was unaware that it would be required to file
corporate tax returns since the Debtor had very little in rental
income.
To the extent it is determined the Debtor owes an allowed general
unsecured claim to anyone, then beginning on the first day of the
second month following the Effective Date the Debtor shall deposit
the sum of at least $150.00 per month into an account to be known
as the Creditors Pool. The Debtor may pay more as it is the goal to
pay 100% of the Allowed Unsecured Claims as soon as possible.
These contributions shall continue for 36 consecutive months or
until all Allowed Unsecured Claims have been paid in full.
Distributions from the Creditors Pool shall be made annually on the
anniversary date of the first contribution made to the Creditors
Pool by the Debtor.
The Debtor reached an agreement with Gregory Red to pay $4,000 per
month for the rent of 305 Kensington Drive.
The Debtor made an insurance claim with SWBC Mortgage Claims for
the reimbursement of repairs costs and expenses paid by the Debtor
for storm damages to 305 Kensington Drive. The Debtor also made an
insurance claim for unrepaired storm damages to 305 Kensington
Drive.
Payments and distributions under the Plan will be funded by future
business operations of the Debtor.
Attorney for the Debtor:
David Patrick Keating, Esq.
THE KEATING FIRM, APLC
P.O. Box 3426
Lafayette, LA 70502
Tel: (337) 233-0300
Fax: (337) 233-0694
E-mail: rick@dmsfirm.com
A copy of the Disclosure Statement dated May 27, 2022, is available
at https://bit.ly/3GuqVhk from PacerMonitor.com.
About Blackrock International
Blackrock International, Inc., is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)). The company is based
in New Orleans, La.
Blackrock International filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No.
22-50015) on Jan. 11, 2022, listing as much as $500,000 in both
assets and liabilities. Helen Jean Williams, authorized
representative, signed the petition.
Judge John W. Kolwe oversees the case.
D. Patrick Keating, Esq. at The Keating Firm, APLC, serves as the
Debtor's legal counsel.
BLINK CHARGING: Renews Contracts With CFO, General Counsel
----------------------------------------------------------
Blink Charging Co. entered into a new employment agreement with
Michael P. Rama, its chief financial officer, renewing his prior
employment offer letter, dated as of Feb. 7, 2020. The term of his
new employment agreement started on Jan. 1, 2022 and extends until
March 31, 2025. Pursuant to the employment agreement, Mr. Rama
agreed to devote his full business efforts and time to the company.
The employment agreement provides that Mr. Rama will receive an
initial annual base salary of $390,000, payable on the Company's
regular scheduled payday. Mr. Rama will be eligible for an annual
performance cash bonus of up to 50% of his annual base salary based
on meeting pre-determined periodic key performance indicators every
year set by the mutual agreement of its Board's Compensation
Committee and Mr. Rama. Mr. Rama will also be eligible to receive
aggregate annual equity awards under the Company's incentive
compensation plan equal to 50% of his annual base salary. Such
awards will be comprised of restricted common stock. 50% of the
restricted common stock granted will vest immediately on the grant
date, and the remaining 50% will vest in equal one-third increments
on each anniversary of the grant date, in each instance subject to
satisfying key performance indicators and other performance
criteria and his continued employment with us on the applicable
vesting date. Mr. Rama is entitled to a monthly electric vehicle
and auto insurance allowance of up to $1,500 per month, and other
employee benefits in accordance with the Company's policies.
If Mr. Rama's employment is terminated by the Company other than
for Cause (which includes willful material misconduct and willful
failure to materially perform his responsibilities to the Company
company), he is entitled to receive severance equal to the number
of months of his actual employment under the new employment
agreement prior to the termination capped at a maximum payment of
12 months of his base salary.
If the Company undergoes a "change in control" (which generally
means a merger or acquisition of the company as a result of which
the acquirer obtains more than 50% of the Company's total voting
power), Mr. Rama will receive a severance payment equal to 2.99
times his annual base salary if (i) he loses his position as the
Company's chief financial officer (excluding elevation to a more
senior position), (ii) his title is changed to a lesser role, (iii)
his compensation is materially decreased, or (iv) he is terminated
without Cause during the merger/acquisition process or within one
year after the closing of such transaction. Additionally, all
restricted common stock and stock options held by Mr. Rama will
immediately vest upon a change in control.
Aviv Hillo Employment Agreement
On May 19, 2022, the Company entered into a new employment
agreement with Aviv Hillo, its general counsel, renewing his prior
employment offer letter, dated as of June 18, 2018, which had been
renewed on Sept. 25, 2020. The term of his new employment
agreement will start on June 1, 2022 and extends until May 31,
2025. Pursuant to the employment agreement, Mr. Hillo agreed to
devote his full business efforts and time to our company. The
employment agreement provides that Mr. Hillo will receive an
initial annual base salary of $390,000, payable on the Company's
regular scheduled payday. Mr. Hillo will be eligible for an annual
performance cash bonus of up to 50% of his annual base salary based
on meeting pre-determined periodic key performance indicators every
year set by the mutual agreement of the Company's Board's
Compensation Committee and Mr. Hillo. Mr. Hillo will also be
eligible to receive aggregate annual equity awards under our
incentive compensation plan equal to 50% of his annual base salary.
Such awards will be comprised of restricted common stock. 50% of
the restricted common stock granted will vest immediately on the
grant date, and the remaining 50% will vest in equal one-third
increments on each anniversary of the grant date, in each instance
subject to satisfying key performance indicators and other
performance criteria and his continued employment with us on the
applicable vesting date. As a signing bonus, Mr. Hillo received
stock options to purchase 37,324 shares of common stock at $15.70
per share, which will vest in equal one-third increments on each
anniversary of the grant date. Mr. Hillo is entitled to a monthly
electric vehicle and auto insurance allowance of up to $1,500 per
month, and other employee benefits in accordance with the Company's
policies.
If Mr. Hillo's employment is terminated by the Company other than
for Cause (which includes willful material misconduct and willful
failure to materially perform his responsibilities to the company),
he is entitled to receive severance equal to the number of months
of his actual employment under the new employment agreement prior
to the termination capped at a maximum payment of 12 months of his
base salary.
If the Company undergoes a "change in control" (which generally
means a merger or acquisition of the Company company as a result of
which the acquirer obtains more than 50% of our total voting
power), Mr. Hillo will receive a severance payment equal to 2.99
times his annual base salary if (i) he loses his position as our
General Counsel (excluding elevation to a more senior position),
(ii) his title is changed to a lesser role, (iii) his compensation
is materially decreased, or (iv) he is terminated without Cause
during the merger/acquisition process or within one year after the
closing of the transaction. Additionally, all restricted common
stock and stock options held by Mr. Hillo will immediately vest
upon a change in control.
About Blink Charging
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID)
f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is
an owner and operator of electric vehicle (EV) charging equipment
and has deployed over 30,000 charging ports across 13 countries,
many of which are networked EV charging stations, enabling EV
drivers to easily charge at any of the Company's charging locations
worldwide. Blink's principal line of products and services include
its Blink EV charging network, EV charging equipment, and EV
charging services.
Blink Charging reported a net loss of $55.12 million for the year
ended Dec. 31, 2021, a net loss of $17.85 million for the year
ended Dec. 31, 2020, a net loss of $9.65 million for the year ended
Dec. 31, 2019, and a net loss of $3.42 million for the year ended
Dec. 31, 2018. As of March 31, 2022, the Company had $221.27
million in total assets, $21.18 million in total liabilities, and
$200.09 million in total stockholders' equity.
BLUCORA INC: S&P Cuts ICR to 'BB-' on Expected Higher Leverage
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Blucora Inc.
to 'BB-' from 'BB'. The outlook is stable.
S&P sid, "At the same time, we also lowered our senior secured debt
ratings to 'BB-' from 'BB'. The recovery rating on the senior debt
remains '4', reflecting our expectation of an average recovery
(30%-50%; rounded estimate 45%) in the event of default.
"The downgrade is based on our expectation of the company's overall
modest market position, and that leverage will remain between
4.0x-5.0x in 2022. The rise in leverage stems from
weaker-than-expected operating performance and no benefit from cash
netting due to its lower business position. In our view, Blucora's
modest market position in a highly competitive tax software and
wealth management markets and operating performance that is weaker
than peers weigh on its business position."
Blucora's leverage was 5.1x (4.3x on net basis) in the rolling 12
months ended March 31, 2022, versus 5.4x at year-end 2021. While
current leverage is above 5.0x, S&P expects the rising interest
rate will lead to an increase in cash sweep revenue for its wealth
management business and leverage will revert to expectations. In
2020, Blucora added $175 million to its existing senior secured
term loan due 2024 to primarily fund the acquisition of Honkamp
Krueger Financial Services (HKFS), which, when combined with lower
earnings, raised leverage by over a turn. Notwithstanding the rise
in leverage, the company increased on-balance-sheet liquidity.
Blucora's tax software business is TaxAct, which accounts for
approximately 53% of rolling-12-months operating income as of March
2022. It's the third-largest online tax preparation service
provider. While the company has a history of maintaining steady
operating margins and customer retention, its overall scale and
market position (4.9% as of March 2022) are well below the two
largest competitors, TurboTax and H&R Block, which make up a
sizable portion of do-it-yourself tax filing. These competitors are
much larger, higher-rated, and have greater financial resources to
use should competition intensify in the highly competitive and
cyclical tax software market.
In the wealth management segment, Avantax, with $86 billion in
assets under administration, is a relatively small retail brokerage
company that serves independent financial professionals who are
also tax professionals. It has a relatively moderate market
position and lower productivity per financial professional than
traditional/alternative asset managers S&P rates. That said, it has
a positive view of the company's two distinct but complementary
business segments whose revenues are largely uncorrelated.
For the first quarter ended March 31, 2022, total revenue increased
by 10.5% year over year to $307.6 million as tax software (46% of
revenues) and wealth management (54% of revenues) grew by 13.9% and
7.7%, respectively. However, the operating margin for tax software
remained unchanged at 41.1%. The wealth management operating margin
declined by 2.7% to 9.9% owing to increased payout ratios and the
impact of market volatility on higher-margin service offerings. S&P
said, "For full-year 2022, Blucora expects revenue to rise by
5.9%-9.7%, with adjusted EBITDA of $143.5 million-$162 million, a
level we view as feasible. While Blucora expects 2022 adjusted
EBITDA to increase marginally, a large portion of the company's
adjusted EBITDA is expected from add-backs for interest expense
($33 million) and depreciation and amortization ($52.5 million),
which we view as lower quality than core earnings."
As of March 31, 2022, our gross debt calculation consists of $561
million of a senior secured term loan due May 2024, $37.4 million
in operating leases, and about $30 million of HKFS contingent
consideration liability. S&P's adjusted EBITDA consists of $4.4
million related to operating leases and does not add back
integration and contested proxy-related costs (excluding the change
in the fair value of HKFS contingent consideration) of $19.2
million for the 12 months ended March 31, 2022.
As of March 31, 2022, Blucora maintained adequate liquidity in the
form of $144 million in cash on balance sheet and access to $90
million in revolving credit facility due 2024. According to the
credit agreement, if Blucora's revolver exceeds 30% of aggregate
commitment, then consolidated total net leverage cannot exceed
4.25x until Sept. 30, 2022, before stepping down to 4.0x for
October 2022-December 2022 and 3.5x from January 2023 until
maturity. According to the credit agreement calculations, Blucora's
net leverage was 3.0x as of March 31, 2022.
S&P said, "The stable outlook over the next 12 months indicates our
expectation for sustained leverage (gross debt to adjusted EBITDA)
of 4.0x-5.0x. The outlook also considers the company's modest
market position, adequate liquidity, sufficient covenant cushion,
no debt-funded acquisition, and our expectation of improving
operating performance.
"We could lower the ratings in the next 12 months if leverage rises
above 5.0x on a sustained basis or if the company embarks on a
debt-funded acquisition. We could also lower the ratings if wealth
management financial professional retention declines, TaxAct's
customer activity or revenue meaningfully declines, assets under
management significantly decline as a result of market
deterioration, or cash and cash flow at unregulated group entities
are not sufficient to meet annual debt service obligations."
An upgrade is unlikely over the next 12 months.
-- S&P's simulated default scenario contemplates a payment default
in 2026, reflecting a decline in cash flow as a result of
reputational issues linked to faulty technology or a breach of
confidential information at either TaxAct or Avantax, which would
cause customers to lose confidence in the company.
-- S&P assumes a reorganization following the default, using an
emergence EBITDA multiple of 5x to value the company.
-- Simulated year of default: 2026
-- EBITDA at emergence: $62.0 million
-- EBITDA multiple: 5x
-- Net enterprise value/collateral value available to secured
creditors (after 5% administrative costs): $294.3 million
-- Senior secured debt: $626.9 million
--Recovery expectations: 45% ('4')
Note: All debt amounts include six months of prepetition interest.
BON-TON STORES: Plans to Make Comeback Under New Owner
------------------------------------------------------
Stephen Garner of Footwear News reports that after filing for
bankruptcy and closing all of its more than 200 stores in 2018,
century-old retailer Bon-Ton will relaunch its e-commerce site this
summer, followed by a brick-and-mortar location in February 2023.
BrandX, a company founded in 2021 by brothers Deepak and Kamal
Ramani, is behind the relaunch. In 2021, the company purchased
Bon-Ton and six other nameplates -- Bergner's, Boston Store,
Carson's, Elder-Beerman, Herberger's, and Younkers -- from CSC
Generation, which had a similar plan to revitalize the retailer
that never materialized.
And in early 2022, BrandX acquired the assets of Stage Stores and
its other nameplates like Peebles and Gordmans -- which met a
similar fate as Bon-Ton when it filed for Chapter 11 bankruptcy
protection in May 2020.
BrandX now owns the intellectual property for 12 nameplates that
had at one point operated 1,076 stores in 45 states. The purchase
also includes 22 private brands including Breckenridge, Cuddle
Bear, Ivy Crew, Valerie Stevens and Wishful Park, as well as data
on 13.1 million customers.
Details of the purchases were not disclosed.
According to BrandX, it is re-establishing Bon-Ton and Stage
Stores, along with the related nameplates, in regions where they
once flourished. Each nameplate will retain its own unique name
and brand identity that local shoppers recognize and have enjoyed,
BrandX said.
BonTon.com's summer 2022 launch will feature women's, men's, home &
furniture, and accessories departments, with kids' arriving in time
for the back-to-school season, BrandX added.
In February 2023, BrandX plans to open the first brick-and-mortar
location, re-emerging as a Carson's store in the Louis Joliet Mall
in Joliet, Ill., a Chicago suburb, with plans to open additional
brick-and-mortar stores in strategic locations throughout 2023.
"Our mission is to serve local communities by delivering quality,
service, and style to our customers," said BrandX president and CEO
Deepak Ramani. "This is as much about local destination shopping
as it is about online shopping."
BrandX added in a statement that it's set to build upon Bon-Ton's
and Stage Stores' pre-pandemic business and introduce shoppers to
updated product assortments from popular brands, as well as
exciting new additions.
The company said it has hired a merchant team consisting of
industry veterans from Calvin Klein, Macy's, Saks Fifth Avenue, and
Tommy Hilfiger, among others to make this happen.
About The Bon-Ton Stores
The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/--
with corporate headquarters in York, Pennsylvania and Milwaukee,
Wisconsin, operates 250 stores, which includes nine furniture
galleries, in 23 states in the Northeast, Midwest and upper Great
Plains under the Bon-Ton, Bergner's, Boston Store, Carson's,
Elder-Beerman, Herberger's and Younkers nameplates. The stores
offer a broad assortment of national and private brand fashion
apparel and accessories for women, men and children, as well as
cosmetics and home furnishings.
The Bon-Ton Stores, Inc., and nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10248) on Feb. 4,
2018.
In the petitions signed by Executive Vice President and CFO
MichaelCulhane, Bon-Ton Stores disclosed total assets at $1.58
billion and total debt at $1.74 billion.
The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
JosepA. Malfitano, PLLC, as special counsel; PJT Partners LP as
investment banker; AlixPartners LLP as restructuring advisor and AP
Services, LLC as financial advisor; and A&G Realty Partners LLC, as
real estate advisor; and Prime Clerk LLC, as administrative
advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. Counsel for the
creditors' committee are Jeffrey N. Pomerantz, Esq., Robert J.
Feinstein, Esq., and Bradford J. Sandler, Esq., at Pachulski Stang
Ziehl & Jones LLP.
An investor group comprised of DW Partners, LP, Namdar Realty Group
and Washington Prime Group, Inc., primarily as secured mortgage
lender; and AM Retail Group, Inc., who submitted a going concern
bid for the Debtors' assets, are represented by John Lyons, Esq.,
at DLA Piper LLP (US).
Co-Counsel to the Ad Hoc Second Lien Noteholder Group are Norman L.
Pernick, Esq., J. Kate Stickles, Esq., and Katherine M. Devanney,
Esq., at Cole Schotz, P.C.; and Sidney P. Levinson, Esq., Genna L.
Ghaul, Esq., Charles S. Wittmann-Todd, Esq., Bruce Bennett, Esq.,
and Joshua M. Mester, Esq., at Jones Day.
Co-Counsel to the DIP Tranche A-1 Documentation Agent, Crystal
Financial LLC, are Mark D. Collins, Esq., and Joseph Charles
Barsalona II, Esq., at Richards, Layton & Finger, P.A.; and Matthew
P. Ward, Esq., at Womble Bond Dickinson (US) LLP; and Jonathan D.
Marwill, Esq., and John Ventola, Esq., at Choate Hall & Stewart
LLP.
Co-Counsel to the Administrative Agent, Bank of America, N.A., are
Julia Frost-Davies, Esq., Robert A.J. Barry, Esq., and Amelia C.
Joyner, Esq., at Morgan, Lewis & Bockius LLP.
Co-Counsel to the Second Lien Trustee, Wells Fargo Bank, N.A. As
indenture trustee and collateral agent for the Debtor's 8.00%
Second Lien Senior Secured Notes Due 2021, are Emily Kathryn Devan,
Esq., and Luke A. Sizemore, Esq., at Reed Smith LLP.
C&K ENTERPRISES: Has Full Payment Plan After $4.07M Sale
---------------------------------------------------------
C&K Enterprises, Inc., d/b/a Eva-Lution, submitted a Small Business
Chapter 11 Plan of Liquidation and Disclosure Statement under
Subchapter V.
Pursuant to the terms of the Court's Order of March 30, 2022, the
Debtor conducted and closed on May 2, 2022, the sale of
substantially all of its assets pursuant to 11 U.S.C. section 363
and Fed. R. Bank. P. 2002 and 6004 free and clear of all liens
claims charges and encumbrances (the "363 Sale"). The Debtor's
assets were purchased by Precision Edge Surgical Products Company,
LLC. The price was $4,072,000 and pursuant to the Order, the
Debtor paid all non-insider secured claims.
Under the Plan, Class 7 Unsecured Nonpriority Claims total
$1,742,360. All Allowed Unsecured Nonpriority Claims shall be paid
within 30 days of the Closing Date. Class 7 is impaired.
Mr. Michael L. Pahl is the sole shareholder of C&K and shall retain
his interest in Debtor to the extent necessary to wind down the
business, file final tax returns, and help complete other
administrative needs of Debtor. Mr. Pahl shall retain any of
Debtor's assets remaining after all allowed claims are paid in
full.
Counsel for the Debtor:
R. William Jonas, Jr., Esq.
Jon R. Rogers, Esq.
MAY OBERFELL LORBER
4100 Edison Lakes Parkway, Suite 100
Mishawaka, IN 46545
Telephone: (574) 243-4100
Facsimile: (574) 232-9789
E-mail: rjonas@maylorber.com
rrogers@maylorber.com
A copy of the Plan dated May 27, 2022, is available at
https://bit.ly/3GtHvOg from PacerMonitor.com.
About C&K Enterprises, Inc.
C & K Enterprises, Inc. is a machining company established in 2015.
ST Company LLCm the property holding company, is the fee simple
owner of a real property located at 1910 N Wayne Street Angola, IN
valued at $2.78 million.
Mike Pahl purchased C & K Enterprises, Inc. and ST Company LLC in
2006.
The company began to experience financial problems when Mr. Pahl
ceded day-to-day operations to a non-owner manager. Mr. Pahl
reasserted day-to-day control in 2019 but the effects of Covid and
supply chain issues combined to blunt his reorganization efforts.
The company negotiated a Forbearance Agreement with its principal
lender, STAR Financial Bank and commenced a marketing process that
resulted in two competing bidders for the companies. Precision
Edge Surgical Products LLC was the prevailing bidder, but it
preferred the sale to be completed as a 11 U.S.C. 363 sale in
bankruptcy with the manufacturing company C & K Enterprises, Inc.,
and the property holding company ST Company LLC.
C&K Enterprises, Inc., filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No.
22-10143) on Feb. 25, 2022. The Debtor disclosed total assets of
$4,826,988 and total liabilities of $6,789,797 as of the bankruptcy
filing.
ST Company LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ind. Case No. 22-10145) on Feb. 25, 2022. The Debtor disclosed
total assets of $3,996,082 against total liabilities of
$1,942,589.
MAY OBERFELL LORBER is the Debtors' counsel.
* * *
C&K Enterprises sold substantially all assets to Precision Edge
Surgical Products Company, LLC, for $4,072,000.
CAREVIEW COMMUNICATIONS: Delays Form 10-Q Over Staffing Issues
--------------------------------------------------------------
Careview Communications, Inc. disclosed in a Form 12b-25 filed with
the Securities and Exchange Commission that it was unable to file
its Quarterly Report on Form 10-Q for the period ended March 31,
2022 in a timely manner due to staffing constraints and, as a
result, additional time is needed to complete certain disclosures
and analyses to be included in the Report.
In accordance with Rule 12b-25 promulgated under the Securities
Exchange Act of 1934, as amended, the Company intends to file its
Report on or prior to the fifth calendar day following the
prescribed due date.
About CareView Communications
CareView Communications, Inc. -- http://www.care-view.com-- is a
provider of products and on-demand application services for the
healthcare industry, specializing in bedside video monitoring,
software tools to improve hospital communications and operations,
and patient education and entertainment packages. Its proprietary,
high-speed data network system is the next generation of patient
care monitoring that allows real-time bedside and point-of-care
video monitoring designed to improve patient safety and overall
hospital costs. The entertainment packages and patient education
enhance the patient's quality of stay. CareView is dedicated to
working with all types of hospitals, nursing homes, adult living
centers and selected outpatient care facilities domestically and
internationally. The Company's corporate offices are located at
405 State Highway 121 Bypass, Suite B-240, Lewisville, TX 75067.
Careview Communications reported a net loss of $10.08 million for
the year ended Dec. 31, 2021, compared to a net loss of $11.68
million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the
Company had $5.08 million in total assets, $117.78 million in total
liabilities, and a total stockholders' deficit of $112.70 million.
Dallas, Texas-based BDO USA, LLP, the Company's auditor since 2010,
issued a "going concern" qualification in its report dated March
31, 2022, citing that the Company has suffered recurring losses
from operations and has accumulated losses since inception that
raise substantial doubt about its ability to continue as a going
concern.
CBL & ASSOCIATES: Moody's Assigns 'B3' CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has assigned a Corporate Family Rating of
B3 and a speculative grade liquidity rating of SGL-3 to CBL &
Associates Limited Partnership. Moody's has also assigned a B3
rating to the senior secured term loan issued by its subsidiary,
CBL & Associates Holdco I, LLC. The rating outlook is stable.
The proceeds of the senior secured term loan were used to help
finance the retail REIT's recapitalization and emergence from
bankruptcy on November 1, 2021. The loan is supported by a
collateral pool comprised of 16 malls, 3 lifestyle centers, and 3
open-air centers.
The following ratings were assigned:
Assignments:
Issuer: CBL & Associates Holdco l, LLC
Senior Secured Term Loan, Assigned B3
Issuer: CBL & Associates Limited Partnership
Corporate Family Rating, Assigned B3
Speculative Grade Liquidity Rating, Assigned SGL-3
Outlook Actions:
Issuer: CBL & Associates Holdco l, LLC
Outlook, Assigned Stable
Issuer: CBL & Associates Limited Partnership
Outlook, Assigned Stable
RATINGS RATIONALE
CBL's B3 ratings reflect the REIT's improved financial profile
following its emergence from bankruptcy, with reduced leverage,
strong fixed charge coverage and positive free cash flow that will
allow for continued debt reduction. CBL also has only modest
near-term financing risk, as upcoming maturities comprise
non-recourse mortgages which Moody's expect the REIT will either
refinance or convey the properties back to the lender. The REIT
has also made progress towards repaying its $395 million 10%
secured notes, announcing a $60 million partial redemption funded
with proceeds from a new non-recourse loan expected to price at a
significantly reduced rate. CBL's stated goal is to fully repay
this loan over the near term with similar financings, which would
result in further interest savings and boost cash flows.
Key credit challenges include the REIT's weak earnings profile with
declining leasing spreads and mixed overall asset quality as CBL
owns many lower productivity malls. The portfolio has low average
sales per square foot ($447, including malls, lifestyle centers and
outlets), with occupancy of 86.5% (up from 83.2% in prior year
period). Moody's is concerned about the long-term growth profile
and value of these properties given the ongoing evolution of the
retail landscape that causes tenants to favor higher-productivity
centers. CBL has been combatting these challenges by investing in
its centers to diversify tenancy and include more dining and
entertainment options, as well as non-retail services that can
serve to drive overall traffic and spending. However, risks remain
as the REIT works to revitalize its weaker malls, particularly
among a more challenging macro environment and inflationary
pressures likely to weigh on consumer spending. Other credit
concerns include CBL's current secured funding strategy, lack of
unencumbered assets and high effective leverage.
Corporate governance is a key credit consideration for CBL's
ratings, specifically Moody's expectation that the REIT will
continue to reduce debt with excess free cash flow. The REIT is
not currently paying a dividend, but Moody's expects that any
forthcoming dividend policy will not deter it from its deleveraging
path. Moody's notes that the REIT has identified material weakness
in its internal controls, specifically a shortage of personnel
deemed necessary to manage its financial reporting requirements,
but is in the process of remediating these deficiencies.
CBL's SGL-3 liquidity rating reflects the REIT's weak liquidity
profile where it emerged from bankruptcy with its secured revolver
terminated, an entirely encumbered portfolio of properties and a
modest liquidity balance of approximately $336 million, comprising
of approximately $186 million of cash and $150 million marketable
securities. CBL will largely depend on funds from operations and
asset sales to fund its future redevelopment needs.
The stable outlook reflects Moody's expectation that CBL will
continue to generate positive free cash flow, which will be used
for continued deleveraging.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
CBL's ratings could be upgraded if the REIT were to demonstrate
meaningful cash flow growth from its mall portfolio, with positive
leasing spreads. An upgrade would also reflect CBL maintaining Net
Debt/EBITDA below 6.0x (not including JVs) on a sustained basis.
Reduction in secured debt levels with an increase in the
unencumbered asset pool would also support a ratings upgrade.
CBL's ratings would be downgraded should Net Debt/EBITDA rise above
7.25x or if the REIT were to erode the material cushion that it
currently maintains within its financial covenants. Sustained
negative operating trends or any liquidity challenges could also
result in a downgrade.
CBL & Associates Limited Partnership is the main operating
subsidiary of CBL & Associates Properties, Inc., a retail REIT that
owns and manages a portfolio of 91 properties, including 47 malls,
29 open-air centers, 5 outlet centers, 5 lifestyle centers, and 5
office/hotels located throughout the United States.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms Methodology published in July 2021.
CFN ENTERPRISES: Delays Filing of First Quarter Form 10-Q
---------------------------------------------------------
CFN Enterprises Inc. filed a Form 12b-25 with the Securities and
Exchange Commission with respect to its Quarterly Report on Form
10-Q for the period ended March 31, 2022.
The Company has determined that it is unable to file the Quarterly
Report within the prescribed time period without unreasonable
effort or expense. Additional time is necessary as the Company is
still working on the completion of the financial statements for the
period ended March 31, 2022. The Company currently expects to file
the Quarterly Report within the five calendar day extension period
provided by Rule 12b-25.
The Company's results of operations for the three months ended
March 31, 2022 are anticipated to be significantly different from
the corresponding period in the prior fiscal year due to the
Company's purchase of all of the equity interests of CNP Operating
LLC, a Colorado limited liability company, on Aug. 25, 2021. The
Company had a net loss available to common shareholders of
approximately $376,000 during the three months ended March 31,
2021. The Company is not yet able to anticipate the net loss
available to common shareholders for the three months ended March
31, 2022 pending completion of the Company's financial statements.
About CFN
CFN Enterprises Inc. owns and operates CNP Operating, a
cannabidiol, or CBD, manufacturer vertically integrated with a 360
degree approach to the processing of high quality CBD products
designed for growers, pharmaceutical, wellness providers, and
retailers' needs, and a cannabis industry focused sponsored content
and marketing business. The Company's ongoing operations currently
consist primarily of CNP Operating and the CFN Business and it will
continue to pursue strategic transactions and opportunities. The
Company is currently in the process of launching an e-commerce
network focused on the sale of general wellness CBD products.
CFN Enterprises reported a net loss of $12.20 million for the year
ended Dec. 31, 2021, compared to a net loss of $1.42 million for
the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$6.69 million in total assets, $9.09 million in total liabilities,
and a total stockholders' deficit of $2.40 million.
New York, NY-based RBSM LLP, the Company's auditor since 2012,
issued a "going concern" qualification in its report dated May 13,
2022, citing that the Company has suffered recurring losses from
operations and will require additional capital to continue as a
going concern. This raises substantial doubt about the Company's
ability to continue as a going concern.
CHRISTIAN CARE: Taps Epiq Corporate Restructuring as Claims Agent
-----------------------------------------------------------------
Christian Care Centers, Inc. and Christian Care Centers Foundation,
Inc. seek approval from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Epiq Corporate Restructuring, LLC as
claims, noticing, and solicitation agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Debtors' Chapter 11 cases.
Prior to the petition date, the Debtors provided Epiq an advance
retainer in the amount of $15,000.
The hourly rates of Epiq's professionals are as follows:
Clerical/Administrative Support $25 – $55
IT/Programming $60 – $72
Project Managers/Consultants/Directors $75 – $175
Solicitation Consultant $180
Executive Vice President, Solicitation $190
Kate Mailloux, a senior director at Epiq, 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 through:
Kate Mailloux
Epiq Corporate Restructuring, LLC
777 Third Avenue, Twelfth Floor
New York, NY 10017
Telephone: (646) 282-2532
Email: kmailloux@epiqglobal.com
About Christian Care Centers
Christian Care Centers, Inc. (CCCI) was incorporated in 1947 as a
nonprofit Texas corporation. Christian Care Centers Foundation,
Inc. was incorporated in 1994 also as a nonprofit Texas
corporation. CCCI, a faith-based organization, operates three
senior living housing and health care campuses in the Dallas/Fort
Worth Metroplex. In addition, CCCI owns unimproved real property in
Dallas County and Tarrant County, adjacent to the Mesquite and Fort
Worth communities. The Foundation is a supporting organization that
serves as an endowment organization for CCCI.
CCCI and Christian Care Centers Foundation sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case
No. 22-80000) on May 23, 2022. In the petitions signed by Mark
Shapiro, chief restructuring officer, the Debtors disclosed up to
$100 million in both assets and liabilities.
Judge Stacey G. Jernigan oversees the cases.
The Debtors tapped Husch Blackwell, LLP as counsel; Glassratner
Advisory & Capital, LLC as restructuring advisor; and Houlihan
Lokey Capital, Inc. as investment banker. Epiq Corporate
Restructuring, LLC is the claims, noticing, and solicitation agent.
CLEARPOINT NEURO: Revises Non-Employee Director Compensation Plan
-----------------------------------------------------------------
As part of a regular review of the corporate governance practices
of ClearPoint Neuro, Inc. and in an effort to continue to attract
and retain qualified members of the Company's Board of Directors,
which includes compensating members appropriately for their
services, the Compensation Committee recommended to the Board, and
the Board approved revisions to the ClearPoint Neuro, Inc.
Non-Employee Director Compensation Plan, which provides annual cash
and equity compensation, on the terms and conditions contained
therein. The Director Plan had last been revised on June 25, 2021.
A full-text copy of the Amended Plan is available for free at:
https://www.sec.gov/Archives/edgar/data/1285550/000117152022000319/ex10-1.htm
About ClearPoint Neuro
ClearPoint Neuro formerly MRI Interventions, Inc. --
http://www.clearpointneuro.com-- is a medical device company that
develops and commercializes innovative platforms for performing
minimally invasive surgical procedures in the brain under direct,
intra-procedural magnetic resonance imaging, or MRI, guidance.
Applications of the Company's current product portfolio include
deep-brain stimulation, laser ablation, biopsy, neuro-aspiration,
and delivery of drugs, biologics, and gene therapy to the brain.
Clearpoint Neuro reported a net loss of $14.41 million for the year
ended Dec. 31, 2021, a net loss of $6.78 million for the year ended
Dec. 31, 2020, a net loss of $5.54 million for the year ended Dec.
31, 2019, and a net loss of $6.16 million for the year ended Dec.
31, 2018. As of Dec. 31, 2021, the Company had $65.58 million in
total assets, $16.79 million in total liabilities, and $48.79
million in total stockholders' equity.
CONAIR HOLDINGS: S&P Downgrades ICR to 'B-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Conair Holdings LLC to 'B-' from 'B'. At the same time, S&P lowered
its issue-level rating on the company's first-lien term loan to
'B-' from 'B'. The recovery rating remains '3', reflecting its
expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of a payment default.
The stable outlook reflects S&P's view that although weakening
global economic conditions and increasing cost pressures should
pressure earnings over the next year with adjusted leverage between
8x and 9x, the company will generate healthy levels of free
operating cash flow (FOCF) and maintain adequate liquidity to
support its operations and investment needs.
S&P said, "The downgrade primarily reflects high transportation
costs and our expectation for a decline in the company's earnings
in 2022, which will weaken credit metrics. Conair's revenue
increased 15% year over year in 2021, driven by strong growth
primarily in its culinary (mainly Cuisinart) and professional hair
care businesses. However, S&P Global Ratings-adjusted EBITDA
margins dropped by about 190 basis points because of significantly
high transportation costs (mainly container prices out of Asia)
incurred in the fourth quarter of 2021 (adjusted EBITDA was down by
about 50% in the quarter). We understand that the company has now
taken actions to secure container capacity and stabilize costs with
new contracts starting in May 2022, albeit at a higher rate than
the average rate incurred in 2021. In addition, the company
continues to face cost pressures in the form of higher commodity,
labor, and product costs, which we anticipate will be partially
offset via pricing actions and cost-optimization initiatives.
"As a result, we now expect margins to weaken further, resulting in
leverage remaining elevated at close to 9x in 2022 compared with
7.8x in fiscal 2021.
"Global macroeconomic conditions have weakened substantially, and
we now expect discretionary spending to trend below pandemic highs.
Conair's culinary segment benefitted during the pandemic as
consumers spent more time at home cooking, increasing demand for
small kitchen appliances and other culinary products, including the
company's popular Cuisinart line of cookware. However, its personal
care segment (Conair, Babyliss, and Scunci) suffered in 2020 due to
lockdowns and the decline in social activity. Although both
segments grew in 2021, we continue to view them as vulnerable to
economic downturns because the products are discretionary in
nature, and consumers can defer purchases or trade down to
lower-priced products during a downturn.
"Although our economists do not currently expect a recession in the
next 12 months, we recognize that risks have increased in a range
of 25%-35%, driven by high inflation and supply chain disruptions,
further exacerbated by the Russia-Ukraine conflict and a new round
of lockdowns in China. Therefore, we now expect weaker
discretionary consumer spending in 2022, which is likely to affect
most of Conair's product categories, resulting in lower volumes. We
recognize that Conair also markets lower-priced products, such as
hair accessories, which are more impulse purchases in nature and
are less likely to be affected by lower consumer spending. However,
at less than 15% of sales, these products represent a smaller
portion of Conair's business.
"We expect Conair will maintain adequate liquidity. We anticipate
Conair will generate cash funds from operations (FFO) of about $80
million in 2022, which should be more than sufficient to cover its
minimal capital requirements, reflecting its asset-lite outsourcing
model and debt amortization payments. We also forecast the company
will be able to maintain moderate availability under its
asset-based lending (ABL) facility, backed by a strong borrowing
base, and maintain modest cash on the balance sheet. Conair is
working off inventories following an intentional increase in the
fourth quarter aimed at reducing supply chain risk; this should
reduce its seasonal investment requirement in 2022.
"The stable outlook reflects our view that although weakening
global economic conditions and increasing cost pressures should
pressure earnings over the next year with adjusted leverage between
8x and 9x, the company will generate positive FOCF and maintain
adequate liquidity. We assume Conair will prioritize credit ratio
improvement and gradually reduce adjusted leverage to the mid-7x
area, but probably not in 2022.
"We could lower the rating over the next 12 months if we believed
profitability and FOCF would be weaker than our expectations,
resulting in EBITDA interest coverage sustained in the low-1x area,
or if we determined the capital structure were unsustainable." This
could occur due to:
-- Substantial weakening of economic conditions and consumer
discretionary spending,
-- Aggressive competition or execution missteps constraining
Conair's ability to improve its operating trends, or
-- The company not being able to manage its outsourced supply
chain or offset cost inflation with pricing actions.
S&P said, "Although unlikely over the next 12 months, we could
raise our ratings if the company performed better than we expected
such that adjusted leverage were sustained below 7x and EBITDA
interest coverage above 2x. This could occur in the medium term if
economic and inflationary conditions improved and the company
sustained its market share and successfully managed liquidity."
ESG credit indicators: E-2, S-2, G-3
CORECIVIC INC: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service revised the outlook of CoreCivic, Inc.
(CXW) to stable from negative. At the same time, Moody's affirmed
CoreCivic's corporate family rating and senior unsecured debt
rating at Ba2. Moody's also affirmed CXW's senior secured credit
facility rating at Ba2. The speculative grade liquidity rating
remains unchanged at SGL-2. The outlook revision to stable reflects
the company's improved leverage and liquidity profile, despite
continued industry challenges for private prison operators and
operating trends that remain depressed below pre-pandemic levels.
Rating affirmations:
Issuer: CoreCivic, Inc.
Corporate family rating at Ba2
Senior unsecured debt at Ba2
Senior unsecured debt shelf at (P)Ba2
Senior secured bank credit facility at Ba2
Outlook actions:
Issuer: CoreCivic, Inc.
Outlook changed to stable from negative
RATINGS RATIONALE
CoreCivic's Ba2 corporate family rating reflects its solid credit
profile for the rating category and a portfolio of investment grade
rated customers and tenants. The company's credit strengths are
tempered by the unpredictability of long term federal and state
government policy toward incarceration, as well as the
disassociation from lenders and investors towards private prison
operators, and therefore the future needs of the issuer's publicly
funded clients and tenants.
The outlook revision to stable reflects the company's success in
allocating free cash flow toward debt repayment as part of its
revised capital strategy following the revocation of its REIT
election. The company has de-risked the balance sheet with leverage
on a net debt to EBITDA basis improving to 3.1x for the last
twelve-month period ending March 31, 2022. Moody's note that the
company has historically been proactive in its balance sheet
management through a history of cutting the dividend and paying off
maturities with expensive debt instead of revolver drawdowns or
short-term debt. Moody's expect operating trends to remain
uncertain however, driven primarily by criminal justice-related
populations below pre-pandemic levels and a challenging labor
market with increasing wage inflation. Additionally, the company
has minimal remaining exposure on a revenue basis to direct
contracts subject to President Biden's 2021 executive order, after
the nonrenewal of three contracts with the USMS since the beginning
of 2021.
CoreCivic's SGL-2 speculative grade liquidity rating reflects a
sufficient liquidity profile over the next twelve-month period
considering near term funding needs. The company has successfully
refinanced near-term maturities given available lender
demand—though at a higher cost of capital versus historical
issuance. In 2021, the company issued in aggregate $675 million of
8.25% senior notes due in 2026, using the proceeds to pay down
near-term outstanding debt. Furthermore, in May 2022, the company
repaid the outstanding balance on its existing term loan B using
cash on hand and amended its senior secured credit facility to push
out the term by four years to 2026 and reduce the aggregate
capacity to $350 million-- consisting of a new undrawn $250 million
revolver and $100 million term loan. Moody's note that CXW is
well-positioned from a capital structure perspective to operate its
business with less reliance on bank and outside sources of
capital.
The stable rating outlook reflects Moody's expectation that
CoreCivic will continue to prudently manage its balance sheet with
low leverage and sufficient liquidity to cover near-term debt
maturities amid the challenging operating environment for private
prison operators.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating movement is unlikely in the short term and would
require material improvement in the long-term private prison
outlook -- providing improved access to capital, demonstration of
positive revenue and earnings growth, and steady leverage and
coverage ratios at or above current levels on a sustained basis.
Downward rating movement would occur if leverage based on net debt
to EBITDA is maintained above 4x and fixed charge coverage is
maintained below 3.5x (including Moody's standard adjustments). A
deterioration in liquidity and access to capital due to a
challenging financing environment and/or operating trends could
also result in a downgrade.
CoreCivic, Inc. (NYSE: CXW) is a leading owner of partnership
correctional, detention, and residential reentry facilities and one
of the largest prison operators in the United States.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms Methodology published in July 2021.
CORP GROUP: UST Opposes Third-Party Releases in Plan
----------------------------------------------------
Andrew R. Vara, the United States Trustee for Region 3, filed an
objection to confirmation of the Fourth Amended Joint Plan
Liquidation of Corp Group Banking S.A. and its Debtor Affiliates.
"Debtors' Plan is unconfirmable," according to the U.S. Trustee.
"The Plan strips numerous non-debtor parties of their direct claims
against other non-debtors, through a third-party release provision,
without their affirmative consent. The parties that are deemed by
their silence to consent to give such releases include creditors in
voting classes who do not return a ballot, including those
creditors who never receive the solicitation package, or did not
receive it timely, and unimpaired creditors who did not even have
the ability to opt-out of giving releases that are far broader than
the claims as to which they are unimpaired. In addition, a
"related-parties" clause expands the universe of those whose direct
claims against non-debtors will be extinguished to at least 37
categories of persons and entities that are related in some fashion
to each party deemed to give a release (the "Related Releasing
Parties"). The Related Releasing Parties include, by way of
example, all current and former employees of all creditors who are
deemed to give third-party releases, and all current and former
employees of all affiliates of all creditors who are deemed to give
third-party releases. Such parties also include those who may fall
under such broad and vaguely defined categories as "agents,"
"consultants," "representatives" and "other professionals" of
Releasing Parties."
"The releases to be imposed on the Related Releasing Parties are
not limited to claims they could assert derivatively through the
Releasing Party to which they relate. Nor are they limited to
claims that the party to whom they relate could release on their
behalf under principal and agency concepts. Rather, the broad
release language also covers direct claims held by each Related
Releasing Parties against each Released Party, as long as such
claims relates in any way, in whole or in part, to the Debtors."
"It does not appear that the Debtors will obtain affirmative
consent from any of the Related Releasing Parties to waive their
direct claims against non-debtors. There is not even a mechanism by
which Related Releasing Parties may opt-out of giving such
releases. Moreover, the vast majority of the Related Releasing
Parties will not have received notice of the Plan, or notice of the
third-party releases to be imposed on them, because they are not
themselves creditors or equity holders of the Debtors. There is no
basis for the approval of such non-consensual third-party releases
under the Bankruptcy Code."
The U.S. Trustee also objects to both the Third-Party Release and
the releases by the Debtors because neither has exceptions for
known or unknown claims of fraud, intentional misconduct, or gross
negligence.
The U.S. Trustee adds that the Plan contains other objectionable
provisions that provide a basis to deny confirmation, including the
following:
i. The Plan's exculpation provisions are overbroad, both in
terms of the parties to be exculpated, and the temporal scope of
the acts and omissions to be exculpated, and also turn the
exculpation into a release.
ii. The Plan impermissibly and inaccurately seeks to treat the
Plan, and all distributions made thereunder, as a "compromise and
settlement of all Claims and Equity Interests."
iii. The Debtors have failed to comply with Local Bankruptcy Rule
3016-2 by filing an incomplete plan supplement. As of the time of
this Objection, the Debtors have not yet filed the Litigation Trust
Agreement or identified the Litigation Trustee, both of which were
to be included in the plan supplement. The absence of this
information deprives parties of a meaningful opportunity to object
to material terms and to make an informed vote on the Plan.
About Corp Group Banking S.A.
Corp Group Banking SA, a Chilean financial holding company
controlled by billionaire Alvaro Saieh, and Inversiones CG
Financial Chile Dos SpA filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
21-10969) on June 25, 2021. At the time of the filing, Corp Group
Banking disclosed $500 million to $1 billion in assets and $1
billion to $10 billion in liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Simpson Thacher & Bartlett, LLP and Young
Conaway Stargatt & Taylor, LLP as legal counsel. Prime Clerk, LLC
is the Debtors' claims and noticing agent and administrative
advisor.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on July 20, 2021. The committee tapped Morgan,
Lewis & Bockius, LLP as lead bankruptcy counsel, Robinson & Cole
LLP as Delaware counsel, and NLD Abogados as special Chilean
counsel. FTI Consulting, Inc., serves as the committee's financial
advisor.
The Debtors filed their joint Chapter 11 plan of liquidation and
disclosure statement on Dec. 27, 2021.
CROWN COMMERCIAL: Wins Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Crown Commercial Real Estate and
Development, LLC to use cash collateral on an interim basis in
accordance with the budget.
The Debtor requires the use of cash collateral to continue
operating its business enterprise and successfully reorganize its
operations.
On June 26, 2012, Bank of America, N.A. made a loan to the Debtor
in the original principal amount of $27,450,000, pursuant to a loan
agreement dated June 26, 2012. The Loan is evidenced by a
promissory note dated June 26, 2012, in the original principal
amount of $27,450,000 made by the Debtor and payable to the order
of the Original Lender.
To secure repayment of the Loan, the Debtor executed and delivered
to the Original Lender a Mortgage, Assignment of Leases and Rents,
and Security Agreement dated as of June 26, 2012, encumbering the
Debtor's real property, a real property improved by a shopping
center commonly known as Chatham Village Square Shopping Center,
located at 87th Street and Cottage Grove Avenue, Chicago, Illinois
60619, recorded with the Cook County Recorder of Deeds on July 20,
2012, as document number 1220213054.
As further security for the Loan, the Debtor granted the Original
Lender a lien on all of its personal assets. On June 29, 2012, the
Original Lender perfected its security interest in the Debtor's
assets by filing a UCC Financing Statement with the Illinois
Secretary of State identifying the Debtor as the debtor and the
Original Lender as the secured party.
On July 2, 2012, the Original Lender negotiated the Note to the
order of the Lender pursuant to an allonge and delivered the Note
with the Allonge to the Lender.
On August 8, 2012, the Original Lender assigned the Mortgage to
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2012-05, by executing and delivering to the
Lender an Assignment of Mortgage, Assignment of Leases and Rents,
and Security Agreement, which was recorded with the Cook County
Recorder of Deeds on September 10, 2012, as document number
1225408405.
On August 30, 2012, the Lender perfected its security interest in
the Debtor's assets by filing a UCC Financing Statement Amendment
with the Illinois Secretary of State identifying the Debtor as the
debtor and the Lender as the secured party, as subsequently
continued by filing of those certain UCC Financing Statement
Amendments on September 6, 2012, January 11, 2017, and January 18,
2022.
As of the Petition Date, the Debtor is indebted to Morgan Stanley
in the principal amount of $22,874,832.
The Debtor is directed to use cash collateral only to pay actual,
ordinary, and necessary operating expenses for the purpose of
operating its business as debtor-in-possession. The use of the
Lender's cash collateral to pay any extraordinary expense in excess
of actual, ordinary, and necessary operating expenses will require
the prior written approval of the Lender, or further Court order,
upon three days' notice.
The Debtor will ensure the payment of all personal property taxes,
real property taxes, sales taxes, payroll taxes, insurance,
maintenance expenses, and payroll/wages in connection with
preserving the Property coming due during the Interim Period.
As further adequate protection for the use of cash collateral, the
Debtor will pay the Lender, on or before June 13, 2022, one monthly
interest payment in the amount of $82,441. As additional adequate
protection for the use of cash collateral, the Debtor will pay the
Lender $20,000 per week to be applied to reduce the amount of real
estate taxes advanced by the Lender. The Debtor will make the first
$20,000 payment on June 3, 2022, the second payment on June 10,
2022, the third payment on June 17, 2022, and the fourth payment on
June 24, 2022.
The Lender is also granted, retroactively to the Petition Date, and
without the necessity of any additional documentation or filings,
valid, enforceable, non-avoidable, and fully perfected replacement
liens on and in all property of the Debtor acquired or generated
after the Petition Date, to the same extent, validity, and priority
as the Lender's preexisting liens and security interests.
These events constitute an "Event of Default:"
a. The Debtor's failure to maintain appropriate insurance for
the Collateral;
b. Except for disclosed payments made following the Petition
Date through the date of the Order, if the Debtor pays obligations
not showing on the Budget without the prior written consent of the
Lender or further order of this Court or exceeds the Budget amounts
by more than 15%;
c. The Debtor fails to provide, when due, any reports or
accounting information reasonably required by the Agreed Interim
Order;
d. Any termination by the Court of the Debtor's use of cash
collateral; or
e. Failure to make the Adequate Protection Payment when due.
A final hearing on the matter is scheduled for June 15 at 10:30
a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/38SUwo8 from PacerMonitor.com.
The budget, submitted to the Court on May 26, provides for total
expenses, on a weekly basis, as follows:
$$26,000 for week 1;
$46,202 for week 2;
$116,004 for week 3; and
$28,325 for week 4.
About Crown Commercial Real Estate and Development, LLC
Crown Commercial Real Estate and Development, LLC operates
shopping center, located at 87th Street and Cottage Grove Avenue,
Chicago, IL 60619. The Property consists of a shopping center owned
and operated for 25 years by the Debtor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-05113) on May 3,
2022. In the petition signed by Musa P. Tadro, manager, the Debtor
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Konstantine Sparagis, Esq., at Law Offices of Konstantine Sparagis
is the Debtor's counsel.
Judge Janet S. Baer oversees the case.
CUENTAS INC: Appoints Two New Board Members
-------------------------------------------
The board of directors of Cuentas Inc. appointed Sara Sooy and
Sandra Orihuela as directors to the Board.
Mss. Sooy and Orihuela qualify as "independent" under Nasdaq Stock
Market rules. Ms. Sooy has been appointed to the Audit Committee
and Ms. Orihuela has been appointed to the Compensation Committee.
Mss. Sooy and Orihuela will receive the same compensation as the
Company's other non-employee directors. Specifically, Mss. Sooy
and Orihuela will each receive cash compensation of $50,000 per
annum paid in four quarterly installments and a stock option to
purchase 100,000 shares of the Company's common stock issued under
the Cuentas Inc. 2021 Share Incentive Plan which vest 50% on the
grant date and 50% 12 months from the grant date.
About Cuentas
Headquartered in Miami, Florida, Cuentas, Inc. --
http://www.cuentas.com-- invests in financial technology and
engages in use of certain licensed technology to provide innovative
telecommunications, mobility, and remittance solutions to unserved,
unbanked, and emerging markets. The Company uses proprietary
technology and certain licensed technology to provide innovative
telecommunications and telecommunications mobility and remittance
solutions in emerging markets. The Company also offers wholesale
telecommunications minutes and prepaid telecommunications minutes
to consumers through its Tel3 division.
Cuentas reported a net loss attributable to the company of $10.73
million for the year ended Dec. 31, 2021, a net loss attributable
to the company of $8.10 million for the year ended Dec. 31, 2020, a
net loss attributable to the company of $1.32 million for the year
ended Dec. 31, 2019, and a net loss of $3.56 million for the year
ended Dec. 31, 2018. As of March 31, 2022, the Company had $9.68
million in total assets, $3.31 million in total liabilities, and
$6.36 million in total stockholders' equity.
CYMA CLEANING: Seeks to Hire Batista Law Group as Legal Counsel
---------------------------------------------------------------
CYMA Cleaning Contractors Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ The
Batista Law Group, PSC as its legal counsel.
The Debtor requires a legal counsel to represent its interest in
this Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Jesus E. Batista Sanchez, Esq. $275
Associates $225
Paralegals $100
Jesus Batista Sanchez, Esq., the principal of The Batista Law
Group, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Jesus E. Batista Sanchez, Esq.
The Batista Law Group, PSC
P.O. Box 191059
San Juan, PR 00919
Telephone: (787) 620-2856
Facsimile: (787) 777-1589
Email: jeb@batistasanchez.com
About CYMA Cleaning Contractors
CYMA Cleaning Contractors Inc. filed for Chapter 11 protection
(Bankr. D.P.R. Case No. 22-01377) on May 16, 2022, listing under $1
million in both assets and liabilities. Ivelisse Gonzalez,
president, signed the petition. Jesus E. Batista Sanchez, Esq., at
The Batista Law Group, PSC serves as the Debtor's counsel.
DAMACA INVESTMENTS: Seeks to Tap Nicholas B. Bangos as Counsel
--------------------------------------------------------------
Damaca Investments, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ the law firm
of Nicholas B. Bangos, PA as its counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its powers and duties in the
continued management and operation of its affairs and property;
attend meetings and negotiate with representatives of creditors and
other parties-in-interest;
(b) advise and consult on the conduct of the Chapter 11 case;
(c) advise the Debtor in connection with any contemplated
sales of assets;
(d) analyze the Debtor's leases and contracts;
(e) take all necessary actions to protect and preserve the
Debtor's estate;
(f) prepare legal papers;
(g) negotiate and prepare on the Debtor's behalf a Chapter 11
plan of reorganization or liquidation, disclosure statement and all
related agreements and/or documents;
(h) attend meetings with third parties and participate in
negotiations with respect to the above matters;
(i) appear before the bankruptcy court, any appellate courts,
and the U.S. Trustee to protect and represent the interests of the
Debtor's estate; and
(j) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Partners $650
Associates $100 - $400
Paraprofessionals $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm has received a general retainer of $25,000 from Ariel
Banegas, an authorized representative of the Debtor.
Nicholas Bangos, Esq., disclosed in a court filing that his firm is
a "disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Nicholas B. Bangos, Esq.
Nicholas B. Bangos, PA
2560 RCA Blvd., Suite 114
Palm Beach Gardens, FL 33410
Telephone: (561) 781-0202
Email: nick@nbbpa.com
About Damaca Investments
Damaca Investments, LLC owns in fee simple title two real estate
properties located in Palm Beach & Delray Beach, Fla., having a
total appraised value of $520,000.
Damaca Investments filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-12084) on Mar.
16, 2022, listing $520,000 in total assets and $1,253,759 in total
liabilities. Maria Yip serves as Subchapter V trustee.
Judge Erik P. Kimball oversees the case.
The law firm of Nicholas B. Bangos, PA serves as the Debtor's legal
counsel.
DATABASEUSA.COM LLC: Court Dismisses Claims Against Data Axle
-------------------------------------------------------------
On May 24, 2022, the District Court dismissed all claims asserted
by DatabaseUSA against Data Axle. After almost 5 years in
litigation, during which DatabaseUSA attempted to locate evidence
and legal authorities to support its claims, DatabaseUSA has failed
to present any evidence to support its allegations that Data Axle
received, used, or disclosed the trade secrets of DatabaseUSA. The
District Court declared that DatabaseUSA's trade secret claim is "a
non-starter." As further failure of proof, though DatabaseUSA
claimed it was damaged in the amount of $36.425 million, the
District Court held that there was no evidence to support any
claimed damages or evidence from which any loss could even be
inferred. There is "a complete absence of evidence that DatabaseUSA
was damaged . . ." concluded the District Court. In short, the
District Court in effect fully exonerated Data Axle.
A former employee of DatabaseUSA (Van Gilder) contacted Data Axle
and advised that he could substantiate the misconduct of
DatabaseUSA and Vin Gupta, and had documents that may help prove
such misconduct. Counsel for Data Axle prevented Van Gilder from
communication with Data Axle in that regard, and instead Counsel
received and analyzed the information apart from Data Axle. This
careful process was disclosed in court filings. Notwithstanding,
DatabaseUSA then sued Data Axle, its Counsel and Van Gilder for
allegedly using and disclosing that information.
The District Court found that Data Axle's "counsel, was aware of
the risks associated with providing that information to his client.
Receiving those documents as possible evidence of DatabaseUSA's
misconduct, but keeping them away from [Data Axle], is not only
plausible-it would have made perfect sense."
Recall that in August 2018, a jury unanimously found DatabaseUSA
and its founder Vinod Gupta liable on all seven counts, including
infringement of Data Axle's database copyright and trademarks,
unfair competition, false advertising and breach of various
contracts. The trial court concluded that Gupta and DatabaseUSA
acted "in bad faith, intentionally and with a desire to suppress
the truth, destroyed evidence" and willfully and deliberately
violated federal laws. The trial court entered judgments against
DatabaseUSA for $11.2 million and Mr. Gupta for $10 million, and
ordered both to pay interest and Infogroup's attorney fees and
costs, and permanently enjoined them from using Data Axle's
tradenames, making false advertising statements and participating
in future unfair competitive practices. The 8th Circuit found that
the trial court and jury correctly found Mr. Gupta and DatabaseUSA
liable and upheld the judgments in all respects. Unable to pay the
Judgment, in 2019 DatabaseUSA filed for Chapter 11 bankruptcy
protection in Nevada, where Data Axle is seeking to hold Mr. Gupta,
his family office Everest Group, LLC and other conspirators liable
for the Judgment.
"We are pleased that the Court summarily dismissed all of
DatabaseUSA's claims without the need for a trial, finding that
‘[t]here is nothing that undermines [the Data Axle] witnesses'
credibility . . . .' Data Axle remains hopeful that the Judgment
against DatabaseUSA, now in excess of $12.2 M, will be satisfied in
the Bankruptcy proceeding" said Greg Scaglione, lead trial counsel
for Data Axle, who heads the National Litigation Practice at Koley
Jessen.
"Our team continues to work tirelessly to build databases of the
highest quality and accuracy," said Data Axle Chairman and CEO
Michael Iaccarino. "We will continue to pursue collection of our
judgment against DatabaseUSA and its conspirators through the
bankruptcy court. We are confident that we will yet again prevail."
All questions regarding the outcome or status of the case should be
referred to Data Axle's lead counsel, Greg Scaglione at Koley
Jessen.
About Data Axle
Data Axle -- http://www.data-axle.com/-- is a provider of data,
data-driven marketing and real-time business intelligence solutions
for enterprise, small business, nonprofit and political
organizations. The company's solutions and award-winning Axle
Agency enable clients to acquire and retain customers and enhance
their user experiences through proprietary business and consumer
data, artificial intelligence/machine learning models, innovative
software applications and expert professional services. Data Axle's
cloud-based platform delivers data and data updates in real-time
via APIs, CRM integrations, SaaS and managed services. Data Axle
has 45+ years of experience helping organizations exceed their
goals.
About DatabaseUSA.com LLC
DatabaseUSA.com LLC -- https://databaseusa.com/ -- provides
full-service database and email marketing solutions. It offers
customers a database of 15 million businesses.
DatabaseUSA.com sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 19-10001) on Jan. 1, 2019.
At the time of the filing, the Debtor was estimated to have assets
of $10 million to $50 million and liabilities of $10 million to $50
million as of the bankruptcy filing. The case is assigned to Judge
Bruce T. Beesley. The Debtor tapped Dvorak Law Group, LLC, as its
bankruptcy counsel.
DENDON INC: Gets Approval to Tap Routes for Sale as Broker
----------------------------------------------------------
DenDon, Inc. received approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to employ Routes for Sale, LLC as
its broker.
The Debtor needs a broker to assist in the sale of designated FedEx
routes located in and around the Georgia region.
In the event of a sale procured by the broker, it will be entitled
to commissions equal to the greater of 8.99 percent of the selling
price or $8,900.
Ronald Slusser, president of Routes for Sale, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ronald Slusser
Routes for Sale, LLC
17850 Hunting Bow Circle, Suite 102
Lutz, FL 33558
Facsimile: (888) 357-6708
Email: legal@routesforsale.net
About DenDon Inc.
Dendon, Inc. filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-55796) on Aug.
4, 2021, listing up to $50,000 in assets and up to $1 million in
liabilities. Judge Paul W. Bonapfel oversees the case.
The Debtor tapped M. Denise Dotson, LLC as legal counsel and
Jeffrey Q. Taylor CPA PC as accountant.
DENDON INC: Gets OK to Hire Jeffrey Q. Taylor as Accountant
-----------------------------------------------------------
DenDon, Inc. received approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to employ Jeffrey Q. Taylor CPA PC
as its accountant.
The firm will provide bookkeeping services including posting of
transactions and bank reconciliations, preparation of unaudited
financial reports and phone calls.
In addition, the firm will render bankruptcy-related services
including production of payroll reports; meetings with bankruptcy
attorneys and subchapter V trustee; preparation of monthly
operating reports; responding to inquiries related to bankruptcy
case; preparations of reports and schedules; and sale of routes and
other duties as assigned or necessary to facilitate the bankruptcy
process.
The firm will charge $1,500 per month for its bookkeeping services
and $200 per hour for bankruptcy-related services.
Jeffrey Taylor, CPA and principal of Jeffrey Q. Taylor CPA,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jeffrey Q. Taylor, CPA
Jeffrey Q. Taylor CPA PC
4427 Lakeside Trail
Lithonia, GA 30038
About DenDon Inc.
Dendon, Inc. filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-55796) on Aug.
4, 2021, listing up to $50,000 in assets and up to $1 million in
liabilities. Judge Paul W. Bonapfel oversees the case.
The Debtor tapped M. Denise Dotson, LLC as legal counsel and
Jeffrey Q. Taylor CPA PC as accountant.
EAGLE BEAR: Taps Patten, Peterman, Bekkedahl, and Green as Counsel
------------------------------------------------------------------
Eagle Bear Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Montana to employ Patten, Peterman, Bekkedahl, and
Green, PLLC as its legal counsel.
The firm will render these legal services:
(a) advise and represent the Debtor before the bankruptcy
court in connection with this case; and
(b) assist special counsel relative bankruptcy implications
and procedures regarding the Debtor's dispute with the Blackfeet
Tribe.
The hourly rates of the firm's counsel and staff are as follows:
James A. Patten, Esq. $385
Molly S. Considine, Esq. $250
Diane S. Kephart, Paralegal $175
April J. Boucher, Paralegal $145
Other Attorneys $180 - $350
Other Paralegals $90 - $175
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor has paid a retainer in the amount of $43,782.50.
James Patten, Esq., a partner at Patten, Peterman, Bekkedahl, and
Green, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
James A. Patten, Esq.
Molly S. Considine, Esq.
Patten, Peterman, Bekkedahl & Green, PLLC
2817 2nd Avenue North, Ste. 300
P.O. Box 1239
Billings, MT 59103-1239
Telephone: (406) 252-8500
Facsimile: (406) 294-9500
Email: apatten@ppbglaw.com
mconsidine@ppbglaw.com
About Eagle Bear
Eagle Bear Inc. operates RV (Recreational Vehicle) Parks and
recreational camping ground resort.
Eagle Bear filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-40035) on May
23, 2022. In the petition signed by Susan Brooke, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Benjamin P. Hursh oversees the case.
Patten, Peterman, Bekkedahl, and Green, PLLC serves as the Debtor's
legal counsel.
EASTERDAY RANCHES: Unsecureds Owed $2.6M to Recover 65.3% in Plan
-----------------------------------------------------------------
Easterday Ranches, Inc., and Easterday Farms submitted a Disclosure
Statement for the Modified Third Amended Joint Chapter 11 Plan of
Liquidation dated May 24, 2022.
The Plan contemplates an orderly liquidation of the remaining
assets of both Debtors and the distribution of available assets to
creditors.
The distributable assets of each Debtor primarily consist of each
Debtor's respective interest in the Net Sale Proceeds from the
disposition of the Debtors' principal assets, the Plan Sponsor
Contribution, certain crops and equipment, Cash, the Post Effective
Date Debtors' Causes of Action and certain Cash and other
contributions to be made by the Easterday Family in connection with
the Global Settlement.
Class 4 consists of Ranches General Unsecured Claims. On or as
soon as practicable after the Effective Date, each Holder of an
Allowed Class 4 Claim shall receive (a) its Pro Rata share of the
Class 4 Initial Payment ([$1,712,000]) and (b) its Pro Rata share
of the Class 4 Net Distributable Assets (subject to any
Distribution Reserve). The Holders of Allowed Class 4 Claims shall
not have any interest in any of the Easterday Family Contribution
Instruments, restitution claims against Cody Easterday, or the
North Lot Actions. The unsecured claims total $2.6 million. This
Class will receive a distribution of 65.3% of their allowed
claims.
Class 5 consists of Tyson Claims. Tyson shall have an Allowed
Class 5 Claim in the amount of $261,316,000. On or as soon as
practicable after the Effective Date, each Holder of an Allowed
Class 5 Claim shall receive (a) its Pro Rata share of the Class 5
Initial Payment ([$1,566,000]), (b) its Pro Rata share of the Class
5 Net Distributable Assets (subject to any Distribution Reserve),
(c) its Pro Rata share of the proceeds of the Easterday Family
Contribution Instruments, and (d) assignment of the North Lot
Actions. The claims in this Class total $61.6 million. This Class
will receive a distribution of 23.6% of their allowed claims.
Class 6 consists of Segale Claims Against Ranches. Segale shall
have an Allowed Class 6 Claim in the amount of $7,830,641. On or
as soon as practicable after the Effective Date, each Holder of an
Allowed Class 6 Claim shall receive (a) its Pro Rata share of the
Class 6 Initial Payment ([$922,000]), (b) its Pro Rata share of the
Class 6 Net Distributable Assets (subject to any Distribution
Reserve), and (c) its Pro Rata share of the proceeds of the
Easterday Family Contribution Instruments. The claims in Class 6
total $2.7 million. This Class will receive a distribution of
34.5% of their allowed claims.
The Debtors estimate that Holders of (i) Ranches General Unsecured
Claims shall receive 65.3% of their Allowed Class 4 Claim, (ii)
Tyson shall receive approximately 23.6% of its Allowed Class 5
Claim, and (iii) Segale shall receive approximately 34.5% of its
Allowed Class 6 Claim.
The Plan effectuates a global resolution of, among other things,
disputes between the Farms and Ranches Estates. In accordance with
the Global Settlement Term Sheet, Holders of Allowed Class 3 Claims
(Farms General Unsecured Claims) receive a 100% recovery, excluding
postpetition interest and attorneys' fees. The Plan Administrator
is authorized and directed to make Distributions of the
Distributable Assets pursuant to and in accordance with the Plan.
The Plan also effectuates a global resolution of disputes between
and/or among the Easterday Family, 3E, Produce, Dairy, the Debtors,
the Farms Committee, the Ranches Committee, Tyson, and Segale
pursuant to the contribution of funds and release of claims by the
Easterday Family and an agreed allocation of distributions to be
made by the Debtors and Post Effective Date Debtors on account of
the Allowed Claims in Classes 4, 5, and 6 of the Plan. Holders of
Allowed Claims in Classes 5 and 6 of the Plan shall also receive
the Easterday Family Contribution Instruments to be held by the
Administrative Agent in accordance with and pursuant to the terms
of the Administrative Agent Agreement.
In accordance with the terms of the Global Settlement, the Net Sale
Proceeds shall vest with the Post-Effective Date Debtors and shall
be used to fund distributions under the Plan.
A full-text copy of the Disclosure Statement dated May 24, 2022, is
available at https://bit.ly/3t7bZQH from PacerMonitor.com at no
charge.
Attorneys for the Debtors:
Armand J. Kornfeld, Esq.
Thomas A. Buford, Esq.
Richard B. Keeton, Esq.
BUSH KORNFELD LLP
601 Union Street, Suite 5000
Seattle, WA 98101
Tel: (206) 292-2110
Fax: (206) 292-2104
Email: jkornfeld@bskd.com
tbuford@bskd.com
rkeeton@bskd.com
Richard M. Pachulski, Esq.
Jeffrey W. Dulberg, Esq.
Maxim B. Litvak, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067-4003
Tel: (310) 277-6910
Fax: (310) 201-0760
Email: rpachulski@pszjlaw.com
jdulberg@pszjlaw.com
mlitvak@pszjlaw.com
About Easterday Ranches and Easterday Farms
Easterday Ranches, Inc., is a privately held company in the cattle
ranching and farming business.
Easterday Ranches sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wash. Case No. 21-00141) on Feb. 1,
2021. Its affiliate, Easterday Farms, a Washington general
partnership, filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Wash. Case No. 21-00176) on Feb. 8, 2021. The cases are jointly
administered under Case No. 21-00141.
At the time of the filing, the Debtors disclosed assets of between
$100 million and $500 million and liabilities of the same range.
Judge Whitman L. Holt oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their lead
bankruptcy counsel, Bush Kornfeld LLP as local counsel, and Davis
Wright Tremaine LLP as special counsel. T. Scott Avila and Peter
Richter of Paladin Management Group serve as restructuring
officers.
On Feb. 16, 2021, the Office of the United States Trustee for the
Eastern District of Washington appointed a Ranches Official
Committee of Unsecured Creditors. The Ranches Committee initially
retained Dentons US LLP as its counsel and B. Riley Advisors as its
financial advisor. The Ranches Committee subsequently retained
Cooley LLP as its counsel, replacing Dentons US LLP.
On Feb. 22, 2021, the U.S. Trustee appointed a Farms Official
Committee of Unsecured Creditors. The Farms Committee retained
Buchalter, a Professional Corporation as its counsel and Dundon
Advisers LLC as its financial advisor.
ELDERHOME LAND: Unsecureds Will be Paid in Full in Plan
-------------------------------------------------------
Judge Maria Ellena Chavez-Ruark has entered an order fixing a
hearing to consider the approval of the Disclosure Statement of
ElderHome Land, LLC and Burtonsville Crossing, LLC. The hearing
will be held in Virtual Courtroom (for hearing access information
see www.mdb.uscourts.gov/hearings or call 410−962−2688), on
June 28, 2022 at 10:00 AM.
June 21, 2022, is fixed as the last day for filing and serving in
accordance with Federal Bankruptcy Rule 3017(a) written objections
to the Disclosure Statement.
Chapter 11 Plan
The Debtors filed a First Amended Disclosure Statement explaining
its Chapter 11 Plan.
The Plan will be funded from a refinance of the Properties; the
sale of the Burtonsville Crossing Property; the recovery of
economic damages against Montgomery County in the RLUIPA
litigation; new value contributions from the Equity Interest
Holders on a monthly and quarterly basis, the Sale Transaction,
and/or the sale of the Properties, as more fully set forth in the
Plan.
Class 1: (Secured Tax Claim of Montgomery County against ElderHome
Land) ($8,312.20). Class 1 consists of the Secured Tax Claim of
Montgomery County, Maryland in the amount of $8,312.20, together
with accrued interest at the legal rate, arising out of unpaid real
property taxes against the ElderHome Land Property for the period
of 2019 through 2021. This Class is Unimpaired.
Class 2: (Secured Tax Claim of Montgomery County against
Burtonsville Crossing) ($5,188.85). Class 2 consists of the Secured
Tax Claim of Montgomery County, Maryland in the amount of
$5,188.85, together with accrued interest at the legal rate,
arising out of unpaid real property taxes against the Burtonsville
Crossing Property for the period of 2019 through 2021. Class 2 is
Unimpaired.
Class 3: (Secured Claim of Millenium Investment Group, LLC against
ElderHome Land and Burtonsville Crossing) ($4,982,108.68). Class 3
consists of the Secured Claim of Millenium Investment Group, LLC in
the disputed amount of $4,982,108.68. The Class 3 Claim is secured
by the Properties. The Debtors have disputed the amount of the
Class 3 Claim, but have since entered into a settlement with MIG
which provides for allowance of the Class 3 Claim in the amount of
$3,350,000, except as otherwise provided in section 4.03 of the
Plan (the "MIG Allowed Claim"). Class 3 is Impaired.
Class 4: (Post-Petition Secured Claim of SC210034, LLC, against
ElderHome Land and Burtonsville Crossing) ($860,000 maximum). Class
4 consists of the Post-Petition Secured Claim of SC210034, LLC in
the estimated maximum amount of $860,000.00. The Class 4 Claim is
secured by a lien on and against substantially all assets of the
Debtors, subordinate only to the lien(s) of the Holder of the Class
3 Secured Claim. Class 4 is Impaired.
Class 5: (General Unsecured Claims against ElderHome Land)
($24,945.00). Class 5 consists of the General Unsecured Claims
filed against and/or scheduled by ElderHome Land in the aggregate
amount of approximately $24,945.00. The Debtors reserve the right
to object to these Claims and nothing herein shall constitute an
admission that these claims are Allowed. This Class is Impaired.
Class 6: (General Unsecured Claims against Burtonsville Crossing)
($325.00). Class 6 consists of the General Unsecured Claims filed
against and/or scheduled by Burtonsville Crossing in the aggregate
amount of approximately $325.00. This Class is Unimpaired.
Class 7: (Equity Interests in ElderHome Land). As of the Petition
Date, the membership interests in ElderHome Land were owned by
Thomas Norris (48%), Elizabeth Norris (48%), and Kimberly Seeley
(4%). Class 7 is Impaired but cannot vote to accept or reject the
Plan.
Class 8: (Equity Interests in Burtonsville Crossing). As of the
Petition Date, the membership interests in Burtonsville Crossing
were owned by Thomas Norris (46%), Elizabeth Norris (46%), and
Kimberly Seeley (8%). Class 8 is Impaired but cannot vote to accept
or reject the Plan.
Under the Plan, Class 5 General Unsecured Claims Against ElderHome
Land total $24,945. Each Holder of an Allowed Class 5 Claim will
receive payment on a pro-rata basis, in equal quarterly
installments of $3,125 per quarter, funded by new value
contributions made by one or more of the Holders of Equity Interest
in the Debtors, beginning on the first day of the calendar quarter
following the Effective Date, and continuing on the first day of
each quarter thereafter until the Allowed Class 5 Claims are paid
in full. In the event of a sale, refinance or auction of the
ElderHome Land Property and/or the Burtonsville Crossing Property
prior to the payment in full of all Allowed Class 5 Claims, the net
proceeds of such sale, refinance, or Auction shall be applied to
the outstanding balance of such Allowed Class 5 Claims after
payment in full of the Allowed Claims in Class 1, 2 and 3 and all
closing cost associated with such sale, refinance, or Auction.
Class 5 is impaired.
Class 6 General Unsecured Claims Against Burtonsville Crossing
total $325. Each Holder of an Allowed Class 6 Claim will receive
payment in full on the Effective Date through new value
contributions made by one or more of the Holders of Equity Interest
in the Debtors. Class 6 is unimpaired.
Counsel for the Debtor:
Lawrence A. Katz, Esq.
HIRSCHLER FLEISCHER PC
8270 Greensboro Drive, Suite 700
Tysons, VA 22102
Telephone: (703) 584-8362
Facsimile: (703) 584-8901
E-mail: lkatz@hirschlerlaw.com
A copy of the Order dated May 27, 2022, is available at
https://bit.ly/3N1eCeL from PacerMonitor.com.
A copy of the Disclosure Statement dated May 27, 2022, is available
at https://bit.ly/3NKVl1l from PacerMonitor.com.
About ElderHome Land and Burtonsville Crossing
Burtonsville Crossing, LLC, and ElderHome Land, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Lead Case No. 21-10492) on Jan. 25, 2021. At the time of the
filing, the Debtors had between $1 million and $10 million in both
assets and liabilities. Judge Maria Ellena Chavez-Ruark oversees
the cases. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, PA, and
Gordon & Simmons, LLC, serve as the Debtors' bankruptcy counsel and
special counsel, respectively.
ELI & ALI: To Seek Plan Confirmation on June 29
-----------------------------------------------
Judge Jil Mazer-Marino has entered an order approving the Third
Amended Disclosure Statement of Eli & Ali, LLC.
A hearing will be held on June 29, 2022, at 10:00 a.m., for
confirmation of the Plan before the Honorable Jil Mazer-Marino,
United States Bankruptcy Judge, United States Bankruptcy Court for
the Eastern District of New York, 271-C Cadman Plaza East,
Brooklyn, New York.
Objections to confirmation of the Plan must be served by June 20,
2022 at 4:00 p.m.
All ballots voting in favor of or against the Plan are to be
submitted so as to be actually received by counsel for the Debtor
on or before June 20, 2022, at 4:00 p.m.
Counsel for the Debtor must file a certification of balloting and
any responses to objections, declarations or memoranda of law in
support of plan confirmation by (JMM) June 22, 2022 at 4:00 p.m.
About Eli & Ali
Saying that it faced financial difficulties caused by the shutdown
of restaurants during the first wave of the Covid 19 pandemic, Eli
& Ali LLC sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 21-40920) on April 7, 2021. In the
petition signed by Jeffrey Ornstein, managing member, the Debtor
disclosed $270,150 in assets and $1,427,375 in liabilities.
Judge Jil Mazer-Marino oversees the case.
Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler &
Goodman, LLP, is the Debtor's counsel.
Capital One, National Association, the prepetition lender, is
represented by Troutman Pepper Hamilton Sanders LLP.
ELIZA JENNINGS: Fitch Assigns 'BB+' IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has assigned a 'BB+' Issuer Default Rating (IDR) to
Eliza Jennings Senior Care Network, OH (EJSCN) and a 'BB+' rating
to approximately $24.7 million in series 2022A health care
facilities revenue refunding bonds expected to be issued by the
County of Cuyahoga, Ohio on behalf of EJSCN.
The Rating Outlook is Stable.
Proceeds from the series 2022A bonds, $24.7 million (par amount) in
unrated series 2022B bank debt and a $6.6 million equity
contribution will be used to refund EJSCN's outstanding series 2017
and 2021 variable rate revenue bonds, fund a debt service reserve
fund and pay the costs of issuance. The bonds are expected to sell
via negotiation on the week of June 13, 2022.
SECURITY
Bondholders are granted a security interest in the gross revenues
of EJSCN, a first mortgage lien on EJSCN's campuses. A fully-funded
DSRF provides additional security for the series 2022A bonds.
ANALYTICAL CONCLUSION
The 'BB+' rating reflects EJSCN's manageable leverage profile that
is offset by a weak service area and a high exposure to skilled
nursing facility (SNF) operations, particularly those reimbursed by
Medicaid. Though EJSCN has a significant reliance on SNF revenues,
the organization generates approximately 40% of net revenues from
its independent living units (ILU), which have been able to
maintain strong occupancy and mitigate some pandemic-related
pressures on profitability over the past two years.
The Stable Outlook reflects Fitch's view that EJSCN maintains
sufficient liquidity and core operating profitability to be able to
manage through staffing challenges and related healthcare census
pressures. These pressures are expected to continue over the near
term given the significant healthcare employer competition in the
Greater Cleveland area.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'
Strong ILU Occupancy; Weak/Competitive Market Affords Limited
Pricing Flexibility
EJSCN's midrange revenue defensibility assessment reflects Eliza
Jennings Inc.'s (The Renaissance) strong ILU occupancy of 92% in
fiscal 2021 and 97% through nine months of fiscal 2022. The
organization's long-standing reputation, high SNF quality scores
and supportive relationships with hospitals further support the
expectation of consistent demand for services. These positives are
balanced against a weaker market and payor mix that affords very
little price flexibility and inconsistent rate increases.
Operating Risk: 'bb'
Solid Core Profitability, High SNF and Medicaid Exposure
Fitch's 'bb' assessment of EJSCN's operating risk incorporates
risks associated with a high exposure to skilled nursing operations
and Medicaid payor mix, especially at The Eliza Jennings Home (EJ
Home), the organization's founding entity, where 83% of its census
over the past four years has been Medicaid residents. The
assessment also considers a track record of good cost management,
The Renaissance's Type-C LPC contract and the organization's fee
for service healthcare offerings. EJSCN has a very high 25-year
average age of plant and Fitch expects strategic capital spending
over the next five years to grow revenues and shift the SNF payor
mix concentration away from Medicaid.
Financial Profile: 'bb'
Financial Profile Consistent with Rating Through Moderate Stress
EJSCN has light liquidity and a relatively modest leverage profile,
with Fitch calculated pro forma days cash on hand (DCOH) of 223
days and cash-to-adjusted debt of 45.9% at March 31, 2022. Given
EJSCN's 'bbb' revenue defensibility and 'bb' operating risk
assessments, along with Fitch's forward-looking scenario analysis,
EJSCN is expected to maintain key leverage metrics that are in line
with the 'BB+' rating through a moderate stress.
Asymmetric Additional Risk Considerations
EJSCN's unfavorable reliance on SNF and Medicaid revenues (at 29%
of SNF net revenues in the fiscal 2022 nine-month interim period)
is included in the 'bb' assessment of operating risk and reflected
in EJSCN's overall rating of 'BB+'. No other asymmetric risk
considerations are relevant to the rating.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch views the potential for positive movement for the rating
as limited given the heavy reliance on SNF operations, EJSCN's
Medicaid SNF payor mix concentration, the organization's light
liquidity and the expectation of strategic capital spending
over the next five years that will affect sustained balance
sheet improvements;
-- Longer term, good cash flow leading to growth in unrestricted
liquidity, such that cash to adjusted debt is expected to
stabilize at or above 100%;
-- Improved SNF payor mix where Medicaid consistently accounts
for less than 25% of skilled nursing net revenues.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A decline in unrestricted liquidity and/or a new money debt
issuance, such that cash to adjusted debt falls below 30% and
is not expected to improve;
-- Weaker operating performance, such that revenue-only MADS
coverage is expected to be consistently under 1.5x;
-- Unexpected challenges filling the new assisted living building
at The Renaissance leading to a prolonged period of weaker
profitability.
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.
CREDIT PROFILE
EJSCN is a nonprofit parent company of three healthcare-related
entities: EJ Home, The Renaissance and Devon Oaks Assisted Living
Corporation (Devon Oaks). EJ Home is located in Cleveland, OH and
consists of 126 SNF beds. The Renaissance is located in Olmsted
Township, OH (approximately 20 miles southwest of Cleveland) and
consists of 176 ILUs, 14 assisted living units (ALU), nine memory
care units (MCU) and 90 SNF beds. Devon Oaks is located in
Westlake, OH (approximately 20 miles west of Cleveland) and
consists of 54 ALUs and 12 MCUs.
EJSCN had total operating revenues of $39.2 million in fiscal 2021
(FYE June 30), including $1.5 million CARES Act Provider Relief
Fund distributions and $590 thousand from the state of Ohio for
COVID-19 related lost revenues and incurred expenses. During April
and May 2020, EJSCN received $3.2 million in Paycheck Protection
Program (PPP) loans, which were fully forgiven in August 2021.
EJSCN's fiscal 2021 financial results include an entity formerly
called Eliza Jennings Services Corporation Services (Services) that
withdrew from the organization on March 26, 2022. Services was
renamed Northeast Ohio Home Care and placed under the ownership of
four senior living companies (including EJSCN, which retains a 25%
interest in the corporation) for the purpose of jointly operating
home and community-based services. In fiscal 2021, Services
generated $1.4 million in operating revenue and a $1.5 million
operating loss. $1.2 million of the operating loss at Services in
fiscal 2021 was related to bad debt expense.
Revenue Defensibility
EJSCN's ILU occupancy has been strong, averaging 95% over the last
four fiscal years. ALU and SNF bed censuses were softer in fiscal
2021, but still at sufficient four-year averages of 91% and 90%,
respectively. The pandemic has caused staffing and external
admission pressures for EJSCN's ALUs and SNF beds, depressing
census levels to 84% in assisted living and 87% in SNF beds through
the first nine months of fiscal 2022. Given the significant
competition for nurses in the Cleveland area, Fitch believes that
overall healthcare occupancy will likely remain below 90% over the
near term. In response to this challenge, EJSCN is implementing new
employee recruitment strategies to reduce the utilization of
contract nursing and increase the ability to accept admissions
while maintaining high quality care.
The Renaissance, EJSCN's only independent living community, draws
most of its ILU residents from the Cleveland metropolitan area. The
community offers a Type-C entrance fee contract and competes mainly
with a limited number of non-profit life plan communities that
offer a similar range of services. Though there are multiple rental
independent living communities that provide a varying level of
healthcare services located nearby, Fitch believes that the
community's entrance fee contract is a major differentiating
factor, as seen in the community's ability to maintain strong
occupancy during the pandemic.
EJSCN's ILU monthly service fee increases have averaged 2.75% over
the past four years. ILU entrance fees did not increase from fiscal
2018-fiscal 2020, increased 3%-6% in fiscal 2021 and are budgeted
to not increase in fiscal 2022. Weighted average entrance fees for
ILUs units are approximately $200,000, which is affordable compared
to average home values, based on a review of public data, of
approximately $250,000 in Olmstead Falls, OH.
EJSCN generates over 50% of its net revenues from healthcare
services with a large portion of residents being driven from
external admissions, as The Renaissance is the only location of
EJSCN with ILUs that provide for internal transfers. The
organization has a long history of operations, four and five-star
SNF quality ratings and strong hospital relationships with
MetroHealth System, Cleveland Clinic and University Hospitals,
which helped it to maintain adequate occupancy in the midst of a
very competitive market and challenging pandemic period. Despite
these strengths, the primary market areas of EJSCN's healthcare
entities demonstrate weak demographic and economic characteristics
compared to national averages and the organization's payor mix
generates a significant portion of revenues from Medicaid, which
constrains pricing flexibility.
Operating Risk
The Renaissance is a single-site type-C life plan community that
provides independent living residents 14 days free each year in the
health center that includes assisted living, memory care and
skilled nursing services. In addition to The Renaissance, EJSCN
provides assisted living and memory support services at Devon Oaks
and skilled nursing services at EJ Home.
Over the last four audited years, EJSCN has averaged a 90.8%
operating ratio, 12.6% net operating margin (NOM), and 18.7%
NOM-adjusted. Like other LPCs and healthcare providers, EJSCN's
95.9% operating ratio, 4.2% NOM, and 12.5% NOM-adjusted over the
fiscal 2022 nine-month interim period are weaker than average due
to lower healthcare occupancy and increased contract labor
utilization across the network. Given the widespread staffing
issues, especially for nurses in the skilled nursing industry,
EJSCN's core operating profitability will likely remain below
average in fiscal 2022 into fiscal 2023. Even with these operating
pressures, Fitch believes EJSCN's profitability remains sufficient
for a midrange assessment of operating cost flexibility given the
historical profitability metrics, expectation for gradual occupancy
improvement as staffing challenges ease and the withdrawal of
Services, an entity that generated a $1.5 million operating loss in
fiscal 2021, from EJSCN.
Capital spending was limited in fiscal 2018 to fiscal 2020 at only
68% of depreciation as management focused on improving operations,
building EJSCN's liquidity and paying down debt. As a result of
weak historical spending, EJSCN had a very high average age of
plant of 24.9 years at FYE 2021. In fiscal 2021, capital spending
rose significantly to 217.4% of depreciation as EJSCN commenced
construction of a new assisted living facility at The Renaissance.
This use of capital is viewed favorably as the new facility will
create efficiencies by consolidating existing assisted living and
memory care offerings and providing for a more marketable product
that is expected to drive higher private pay rates. Fitch expects
EJSCN to pursue additional opportunities for growth and margin
expansion over time, including a potential ILU project at The
Renaissance (where there are 40+ acres that can be expanded upon).
EJSCN's capital-related metrics are favorable as pro forma maximum
annual debt service (MADS) represented 8.4% of annualized fiscal
2022 nine-month revenues and pro forma debt to net available was
6.2x as of March 31, 2022. Revenue only coverage of pro forma MADS
has been solid as well, averaging 1.7x over the last four audited
years, indicating a limited reliance on net entrance fee receipts
to cover debt service.
EJSCN has historically generated over 40% of its net resident
service revenue from SNF operations. Of this amount, an average of
29% of SNF net revenues derived from Medicaid over the past four
fiscal years. Fitch views the high exposure to SNF operations and
Medicaid as an asymmetric additional risk consideration as Medicaid
programs provide the lowest reimbursement rates among all payors
for SNF services. Furthermore, SNF demand/revenues are highly
dependent on external factors including hospital referrals and
local aging and SNF utilization trends, which are a major risk in
the midst of an industry-wide movement to refer more discharges to
home.
Financial Profile
Given EJSCN's midrange revenue defensibility and weak operating
risk assessments and Fitch's forward-looking scenario analysis,
Fitch expects key leverage metrics to remain consistent with a
below investment-grade rating throughout the current economic and
business cycle. Following the series 2022A&B debt issuances,
EJSCN's pro forma debt will measure approximately $49.7 million
(including premium). Fitch includes a 5x multiplier to EJSCN's
$9,120 annual lease expense as a debt equivalent in its cash to
adjusted debt calculation. At March 31, 2022, EJSCN had
approximately $27.3 million of unrestricted cash and investments.
EJSCN will fund a $6.6 million equity contribution as a source of
funds for the 2022 financing. All combined, these actions produce a
pro forma cash-to-adjusted debt of 45.9% at March 31, 2022. Fitch
calculated pro forma DCOH was light at 223 days at March 31, 2022,
after removing the $6.6 million equity contribution from EJSCN's
unrestricted cash and investments. The $6.6 million equity
contribution is the current estimated contribution, which the
issuer anticipates revising as needed to result in pro forma DCOH
of 200 days at closing.
Fitch's baseline scenario - a reasonable forward look of financial
performance over the next five years given current economic
expectations - shows EJSCN gradually improving operating and
financial metrics as healthcare census grows, hiring challenges
ease, higher rates and efficiencies are realized at The
Renaissance's new assisted living facility and the operating losses
from Services is removed. Capex is expected to be around
depreciation to fund routine needs. However, due to uncertainty
around management's plans for strategic growth, there is an
expectation of some dilution of the balance sheet in the future,
which is considered into the current 'BB+' rating. As part of the
forward look, Fitch assumes an economic stress (to reflect
financial market volatility) that is specific to EJSCN's asset
allocation. As a result of the stress and equity contribution for
the refunding, EJSCN's cash-to-adjusted debt drops to a low of 38%
and debt service coverage recovers to be at or above 2x by year
three of the stress scenario, which supports with the current
rating level.
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 INT'L: Buxton Issues Open Letter to Shareholders, Creditors
----------------------------------------------------------------
The Buxton Helmsley Group, Inc. (together with certain of its
affiliates and clients, "BHG"), the New York City-based investment
advisor to clients with financial interests in Endo International
Plc., issued an open letter to shareholders and creditors of the
Company, relating to corporate malfeasance and false statements of
financial position.
The full open letter to the Company's shareholders and creditors,
along with the private letters between BHG and the Company leading
up to this open letter, may be found at:
http://www.exposingendo.com/
Members of the Endo International Plc. Board of Directors: Mark G.
Barberio, Jennifer M. Chao, Blaise Coleman, Shane M. Cooke, Nancy
J. Hutson (Ph.D.), Michael Hyatt, William P. Montague, and M.
Christine Smith (Ph.D.).
About Buxton Helmsley
The Buxton Helmsley Group, Inc. ("BHG") is a premier financial
service, asset management and securities research firm, providing
an array of services to a diversified group of individuals,
corporations, trusts and other entities. The firm is headquartered
in New York City.
About Endo International plc
Endo International plc (NASDAQ: ENDP) -- http://www.endo.com/-- is
a holding company thatconducts 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.
ENSIGN DRILLING: S&P Affirms 'CCC+' Long Term ICR, Outlook Neg.
---------------------------------------------------------------
S&P Global Ratings affirmed its ratings on Ensign Drilling Inc.,
including the 'CCC+' long-term issuer credit rating. At the same
time, S&P assigned its 'CCC+' long-term issuer credit rating to
Ensign Energy Services Inc., parent company of Ensign Drilling
(Future articles will be published under the parent.)
The negative outlook reflects the company's constrained liquidity
and refinancing risk associated with upcoming debt maturities,
including Ensign's almost fully drawn credit facility due October
2023.
S&P said, "We expect Ensign's earnings and cash flows will increase
from the lows of 2021, leading to improved credit measures over the
next two years. Our estimates incorporate increasing industry
activity and resulting higher demand for the company's drilling
services, and contribution from the rigs acquired in 2021. Ensign
has already deployed additional rigs in the past couple of quarters
and we expect fleet utilization and day rates will increase as
market conditions remain positive for higher activity levels. We
now estimate that the company will generate funds from operations
(FFO) to debt above 12% and debt to EBITDA in the mid-4x area in
2022, compared with 7.5% and 7x, respectively, in 2021. Under our
base-case scenario, we estimate Ensign will generate cumulative
positive free cash flows in the high-C$100 million area for
2022-2023, despite our expectations of higher capital spending to
support increased business activity. We expect the company will use
the free cash flows to reduce outstanding amounts under its
revolving facility.
"Notwithstanding our expectation of higher earnings and use of
positive free cash flows for debt reduction, we continue to believe
the company is exposed to significant refinancing risks on its
upcoming debt maturities, which is a key driver of our 'CCC+'
rating. Ensign's debt load is high (C$1.4 billion as of March 31,
2022) and all its debt will mature within two years. The company is
more than 95% drawn on its C$900 million credit facility that is
due in October 2023 and US$418 million of its 9.25% unsecured notes
are due in April 2024. In addition, its liquidity is constrained,
with only modest cash balance and minimal availability under the
credit facility as of March 31, 2022. We also believe the company
could be at risk of a covenant breach in 2022 under our base-case
scenario under its senior debt to EBITDA covenant requirement.
"Given these factors, we believe it would be difficult for the
company to complete refinancing at reasonable terms, especially
amid a rising interest rate environment. We assume that Ensign's
access to capital markets could also be limited, and that may lead
the company to pursue a debt restructuring that we view as
distressed.
"The company could continue to repurchase additional amounts of
2024 notes in the open market, but we expect such a transaction
would be small and would not have any rating implications, as we
believe the impact on credit risk to be minimal.
"The 'CCC+' rating and negative outlook reflects Ensign's high debt
load, elevated leverage metrics, and constrained liquidity. It also
reflects the refinancing risk associated with upcoming debt
maturities, including its almost fully drawn credit facility due
October 2023.
"We could lower the ratings if the company's liquidity deteriorated
due to significant negative free cash flow deficits such that it
limits Ensign's ability to meet ongoing fixed-charge obligations.
This could occur if operating conditions weaken materially from
current base-case expectations, which could stem from
lower-than-expected commodity prices and a resulting capital
spending reduction by exploration and production (E&P) companies.
We could also lower the rating if there is an increased likelihood
of a distressed debt restructuring within the next 12 months.
"We could raise the rating if Ensign extends its debt maturities
and improves its liquidity from significant free cash flow
generation. In such a scenario, we would expect its FFO-to-debt
ratio to approach and sustain near 20%."
ESG credit indicators: E-4, S-2, G-2
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Ensign. As the energy transition
continues and the adoption of renewable energy sources accelerates,
we believe these factors will result in lower demand for drilling
and oil field services and are reflected in our assessment of
Ensign's business risk profile."
EQM MIDSTREAM: Fitch Affirms 'BB' LT IDR, Outlook Still Negative
----------------------------------------------------------------
Fitch Ratings has affirmed EQM Midstream Partners, LP's (EQM)
Long-Term Issuer Default Rating (IDR) at 'BB' and the senior
unsecured notes and revolver at 'BB'/'RR4'.
The Rating Outlook remains Negative.
The Negative Outlook reflects Fitch's view that past and potential
trends have lowered EQM's prospects for avoiding a sustained period
of high leverage, and continued uncertainties around the Mountain
Valley Pipeline (MVP) project timeline and execution as it
continues to experience regulatory permitting challenges, which
have caused repeated delays and budget escalation. Fitch believes
MVP has a significant bearing on EQM's credit profile, with current
deleveraging plan hinging on MVP coming into service. Fitch expects
YE 2022 leverage between approximately 5.1x-5.3x, and elevated
above negative sensitivity at YE 2023.
The ratings also consider EQM's counterparty concentration to EQT
Corporation (EQT; 'BBB-'/Stable), its primary customer. Although
Fitch views EQT's improving credit profile as a positive for EQM,
EQM's ratings remain constrained by MVP.
KEY RATING DRIVERS
MVP Overhang: A large part of EQM's growth is dependent on the
completion of MVP and the cash flows associated with it. The
project has encountered large schedule delays and cost overruns due
to permitting and environmental challenges. Fitch had previously
assumed an in-service date of YE 2022. The management has now
guided towards a revised in-service date in 2H23 for higher total
project costs increasing to approximately $6.6 billion from the
previous estimated cost of $6.2 billion. As a result, deleveraging
has been delayed and Fitch expects leverage to remain elevated at
YE 2022 and through 2023 until MVP is placed in-service. With
multiple setbacks, timely project completion continues to present
an execution risk for EQM. Fitch views this risk to be significant,
as any further delays and setbacks in completing and fully
executing this project can have a negative impact since EQM's
earnings growth and strengthening of its balance sheet metrics is
largely driven by this project.
Counterparty Credit Risk: EQM derived roughly 60% of its 2021
revenues from EQT Corporation, its primary counterparty. Due to the
combination of customer concentration and reservation-based
payment, EQT's credit risk has a strong bearing on EQM. As EQT is a
shipper on MVP, the completion of MVP will increase the absolute
amount of EQT counterparty concentration. As a positive, the MVP
shipper group also includes affiliates of three highly rated
utilities. While Fitch notes that EQT has released a portion of its
firm capacity on MVP, EQT would still be expected to remain EQM's
largest customer over Fitch's rating horizon, as the company
provides EQT with critical midstream infrastructure. EQM also has
exposure to HY and unrated counterparties.
Gathering Contracts with EQT: Under the 2020 renegotiated EQT
gathering contract, EQM benefits from a longer-term schedule of
higher minimum volume commitments (MVCs), a global MVC rate,
Pennsylvania and West Virginia acreage dedications and capex
protections, subject to MVP being placed in-service. Because EQM
depends on EQT for cash flows and growth, EQT's operational and
financial health have a strong bearing on EQM's credit profile.
An important positive is that the benefit of certain rate relief to
EQT is held in abeyance until MVP is placed in service. Fitch,
however, notes that EQT has a one-year option to forgo $235 million
aggregate rate relief in exchange for a $196 million cash payment
since MVP has not been placed in-service by Jan. 1, 2022.
Separately, EQM has a potential Henry Hub annual upside of up to
$60 million through 2024, contingent upon MVP being placed
in-service. Fitch believes the contract with EQT has a marginal
positive effect on EQM's credit profile, given the higher MVCs and
contract extension.
Limited Geographic and Counterparty Diversification: EQM's business
lines and geographic diversity are limited with strong ties and
focus on EQT's production in the Appalachian region. Fitch
typically views single-basin operators with large customer
concentration as having exposure to outsized event risk, which
could be triggered by an operating issue at EQT or any production
difficulties in the Appalachian basin.
Despite EQM being in one of the country's most prolific gas basins,
EQT is expected to maintain flat to moderate production growth over
rating horizon as exploration and production companies overall
maintain capital discipline and prioritize FCF amidst natural gas
price volatility, basin takeaway constraints and macro-economic
uncertainties.
Revenues from Long-Term Capacity Reservation Payments: Long-term
contracts with firm reservation fees for the gathering and
transmission sides of the business support EQM's operations. As of
Dec. 31, 2021, the firm gathering contracts, and firm transmission
and storage contracts have weighted remaining life of approximately
14 years and 13 years, respectively. Approximately 64% of 2021
revenue was from firm reservation fees, which are expected to
increase once MVP is placed in-service. This contract structure
provides some stability to cash flows and protection from
volumetric risk.
DERIVATION SUMMARY
EQM operates in the Appalachian basin and has material,
concentrated counterparty exposure to EQT. EQM has larger EBITDA
than DCP Midstream, LP (BBB-/Stable) and EnLink Midstream LLC
(BB+/Positive). All three generate over $1.0 billion in annual
EBITDA. DCP and EnLink operate in multiple basins, and EQM has
lower business risk gas-transportation assets in its portfolio.
However, DCP is much more diverse than EQM and EQM is less diverse
than EnLink.
DCP has higher volume risk, with only about 70% of its gross
margins generated from fee-based contracts versus 90% of EnLink's
gross margins. EQM had approximately 64% of revenue from firm
reservation fees in 2021.
EQM exhibits higher leverage compared with EnLink and DCP, for
which Fitch expects YE 2022 leverage below 4.5x and between
3.0x-3.2x, respectively. Due to the stress of the multiyear MVP
project, these peers are better positioned than EQM, where Fitch
expects leverage to remain elevated until MVP is in service. Fitch
expects leverage of approximately between 5.1x-5.3x for YE 2022.
KEY ASSUMPTIONS
-- Fitch price deck for Henry Hub prices of $4.25/mcf in 2022,
$3.25/mcf in 2023, $2.75/mcf in 2024 and $2.50/mcf thereafter;
-- MVP is complete end 2023 and non-recourse MVP project
financing occurs after Dec. 31, 2023;
-- Dividends and capex for 2022 in line with management guidance.
No dividend growth expected in forecast period;
-- No acquisitions, asset sales or equity issuance assumed.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Positive rating action is not currently viewed as likely in
the medium term until MVP comes into service;
-- Post MVP completion, positive rating action at EQT may lead to
a positive rating action at EQM. The Outlook is not likely to
be stabilized until MVP comes into service.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Significant long running problems at MVP leading to delays
and/ or cost over-runs, with no foreseeable resolution;
-- Significant credit deterioration at EQT, including but not
limited to liquidity constraints;
-- Leverage (total debt with equity credit/adjusted EBITDA) of
over 5.5x for a sustained period; following the EQM buy-in
transaction, the 5.5x leverage is calculated by reference to
Equitrans Midstream Corporation's (ETRN) consolidated
leverage, in accordance with the consolidated credit profile
treatment under Fitch's Parent-Subsidiary linkage (e.g. adding
the deemed debt portion of the new ETRN preferred shares to
EQM debt);
-- Dividend coverage ratio below 1.0x on a sustained basis;
-- A change in operating profile such that EQM introduces a
material amount of non-fee-based contracts for its gathering
business;
-- Impairments to liquidity;
-- A change in the financial policies set by ETRN that is
materially adverse to EQM's credit quality.
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: As of March 31, 2022, EQM had approximately
$1.86 billion in liquidity. Cash on balance sheet was approximately
$28 million, in addition to the $1.83 billion available under the
$2.25 billion revolver (the availability is after recognizing
credit extensions of $235 million related to the issuance of
letters of credit). As of March 31, 2022, EQM was in compliance
with its covenants. Fitch notes that the definition of leverage
under the bank agreement is different than its own definition of
leverage. Fitch expects EQM to maintain compliance with its
covenants in the near term.
On April 22, 2022, the credit facility was extended through April
2025 and amended to reduce the facility size to $2.16 billion
through October 2023 and $1.55 billion from October 2023 through
April 2025. Among other adjustments, the leverage covenant was
updated through the extension date such that leverage cannot exceed
5.50x with a maximum leverage of 5.85x for four quarters beginning
with mobilization for MVP forward construction. Fitch believes
these adjustments provide EQM with headroom during high MVP related
capex spending as push out of MVP in-service date delays
deleveraging.
ISSUER PROFILE
EQM is a wholly owned subsidiary of ETRN. The company owns and
operates gathering, transmission, and water assets in the
Appalachian basin, providing services to producers, local
distribution companies and marketers.
SUMMARY OF FINANCIAL ADJUSTMENTS
EQM forecast metrics referred to herein are calculated by reference
to ETRN financial statements, with an adjustment for the preferred
shares to reflect a 50/50 debt to equity treatment. EBITDA in the
forecast metrics reflects cash received from EQT that is booked to
deferred revenue rather than revenue; when EQT payments transition
to where the deferred revenue is being amortized into revenues,
this amortization will be removed from revenues to arrive at
EBITDA. Regarding unconsolidated affiliates, Fitch calculates
midstream energy companies' EBITDA by use of cash distributions
from those affiliates, rather than, for example, rateable EBITDA
from those affiliates.
ESG CONSIDERATIONS
EQM Midstream Partners, LP has an ESG Relevance Score of '4' for
Exposure to Social Impacts due to continued environmental
permitting challenges for MVP, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.
EQM Midstream Partners, LP's ESG Relevance Score for Group
Structure has changed from a '4' to a '3'. EQT is no longer a
significant related party and this change has resulted in the
revision of the resulted score. This factor no longer has an impact
on ratings.
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. For more information on Fitch's ESG
Relevance Scores, visit www.fitchratings.com/esg.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
EQM Midstream Partners, LP LT IDR BB Affirmed BB
senior unsecured LT BB Affirmed RR4 BB
ERP IRON: MagIron Completes Acquisition of Plant 4
--------------------------------------------------
MagIron LLC has completed its acquisition of the Plant 4
concentrator facility located near Grand Rapids, Minnesota, from
the bankruptcy estate of ERP Iron Ore, LLC.
The Company disclosed that it has on May 18 successfully completed
the Acquisition on schedule and in accordance with the Asset
Purchase Agreement ("APA").
Larry Lehtinen, CEO of MagIron said, "The completion of this
transaction marks an important milestone for MagIron. We now look
forward to working with our new partners to implement our restart
strategy and bring significant investment and job creation to
Minnesota."
A further update will be provided as and when appropriate.
About ERP Iron Ore
Based in Bovey, Minnesota, ERP Iron Ore, LLC (ERPI) is affiliated
with a consortium of mining and industrial assets producing coke,
coking coal, thermal coal, gold ore, and iron ore.
ERP Iron Ore, LLC's bankruptcy case (Bankr. D. Minn. Case No.
18-50378) was commenced by the filing of an involuntary petition
for relief under chapter 7 of Title 11 of U.S.C. on May 25, 2018.
The case was converted to chapter 11 on July 17, 2018. Ravich
Meyer Kirkman McGrath Nauman & Ta, led by Will R. Tansey, is the
Debtor's counsel.
FANG HOLDINGS: Has Until June 2 to Appeal NYSE Delisting Decision
-----------------------------------------------------------------
Fang Holdings Limited, a leading real estate Internet portal in
China, on May 18, 2022, disclosed that it received a notice from
the NYSE Regulation staff regarding the commencement of delisting
proceedings of the Company's American depositary shares (the
"ADSs") on the basis that the ADSs are not suitable for listing due
to the Company's failure to file with the Securities and Exchange
Commission its annual report on Form 20-F for the year ended
December 31, 2020 and current report on Form 6-K for the half year
ended June 30, 2021 by May 17, 2022, which is the maximum time
allowed under Section 802.01E of the NYSE's Listed Company Manual.
The NYSE suspended the trading in the ADSs on May 18, 2022. The
Company has until June 2, 2022, to submit a written request to
appeal the NYSE Regulation staff's delisting decision.
About Fang
Fang -- http://ir.fang.com/-- (NYSE: SFUN) operates a leading real
estate Internet portal in China in terms of the number of page
views and visitors to its websites. Through its websites, Fang
provides primarily marketing, listing, leads generation and
financial services for China's fast-growing real estate and home
furnishing and improvement sectors. Its user-friendly websites
support active online communities and networks of users seeking
information on, and value-added services for, the real estate and
home furnishing and improvement sectors in China. Fang currently
maintains approximately 70 offices to focus on local market needs
and its website and database contains real estate related content
covering 658 cities in China.
FBN TRANSPORTATION: Seeks to Hire Krekeler Strother as Counsel
--------------------------------------------------------------
FBN Transportation, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Wisconsin to employ Krekeler
Strother, SC as its bankruptcy counsel.
Krekeler Strother will render these legal services:
(a) consult with the Debtor's professionals or representatives
about the administration of the Chapter 11 case;
(b) prepare and review pleadings, motions and correspondence
regarding the case;
(c) appear at and being involved in the proceedings before
this court;
(d) advise the Debtor in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtor, the operation of the Debtor's business, and any other
matters relevant to the case;
(e) advise the Debtor of its rights, powers and duties;
(f) advise and assist the Debtor in the negotiation and
documentation of financing agreements, debt restructurings, cash
collateral arrangements, and related transactions;
(g) review the nature and validity of liens asserted against
the Debtor's property and advise the Debtor concerning the
enforceability of such liens;
(h) advise and assist the Debtor concerning the actions that
it might take to collect and recover property for the benefit of
the Debtor's estate;
(i) prepare legal papers;
(j) advise the Debtor concerning responses to applications,
motions, pleadings, notices and other legal papers;
(k) counsel the Debtor in connection with any sales outside
the ordinary course of the Debtor's business;
(l) prepare any and all financial statements, balance sheets
and related document to assist the Debtor in preparing and filing
tax returns; and
(n) perform all other necessary legal services.
The hourly rates of the firm's counsel and staff are as follows:
J. David Krekeler, Shareholder $402
John P. Driscoll, Associate Attorney $250
Associate Attorneys $175 - $275
Rebecca Isige, Paralegal $100
Other Paralegals $115 or less
In addition, the firm will seek reimbursement for expenses
incurred.
On January 14, 2022, Krekeler Strother received an initial retainer
of $3,000 from the Debtor.
John Driscoll, Esq., an associate attorney at Krekeler Strother,
disclosed in a court filing that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John P. Driscoll, Esq.
Krekeler Strother, SC
2901 West Beltline Hwy., Suite 301
Madison, WI 53713
Telephone: (608) 258-8555
Facsimile: (608) 258-8299
Email: jdriscoll@ks-lawfirm.com
About FBN Transportation
FBN Transportation LLC sought Chapter 11 bankruptcy protection
(Bankr. W.D. Wis. Case No. 22-10829) on May 20, 2022. In the
petition signed by Keith A. Zinkowich, member, the Debtor disclosed
up to $10 million in estimated assets and up to $1 million in
estimated liabilities.
Judge Catherine J. Furay oversees the case.
John P. Driscoll, Esq., at Krekeler Strother, SC serves as the
Debtor's counsel.
FINANCE OF AMERICA: Fitch Affirms 'B' LT Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Finance of America Companies Inc. and its subsidiaries,
Finance of America Equity Capital LLC and Finance of America
Funding LLC, (together FOA) at 'B+'. Fitch has also affirmed
Finance of America Funding LLC's senior unsecured debt at
'B'/'RR5'. The Rating Outlook has been revised to Negative from
Stable.
KEY RATING DRIVERS
The revision of the Outlook reflects Fitch's expectation that FOA's
leverage will remain elevated over the medium term, driven by
weaker-than-expected 1Q22 financial performance given the impact of
rising rates and widening spreads on origination volumes. Market
volatility in non-agency securitization spreads also resulted in
negative fair value marks on loans held for investment of $96
million, which reduced the tangible equity base in 1Q22, and had a
negative impact on leverage. Fitch believes there is execution risk
associated with FOA's plan to improve profitability and reduce debt
sufficiently to take leverage below 7.5x over the Outlook horizon.
FOA's ratings remain supported by its moderate franchise and track
record as a U.S. non-bank mortgage originator and lender,
experienced senior management team, appropriate risk controls,
sufficient reserves to cover potential repurchase claims, modest
valuation risk associated with mortgage servicing rights (MSRs),
and good historical asset quality.
Ratings are constrained by higher leverage relative to peers,
continued reliance on secured, short-term, wholesale funding
facilities, elevated key person risk related to its founder and
Chairman, Brian Libman, and private equity ownership through an
affiliated investment vehicle of The Blackstone Group Inc.
(Blackstone), which could impact the firm's strategic and financial
targets.
Fitch evaluates FOA's leverage on the basis of gross debt to
tangible equity, excluding the liabilities associated with the
firm's agency and private label reverse mortgage securitizations.
On this basis, leverage was 8.2x as of March 31, 2022, up from 7.4x
a year ago but down from a high of 10.0x in 2Q21.
FOA's leverage was impacted by one-time adjustments to goodwill and
intangibles following the completion of the firm's merger
transaction with the special purposes acquisition company (SPAC),
Replay Acquisition Corp. in April 2021. While FOA had been on a
de-leveraging path, progress stalled with rising rates and market
volatility. If the firm cannot reduce and sustain leverage below
7.5x over the Outlook horizon, ratings could be downgraded.
During the quarter, hedge gains drove higher cash balances and FOA
plans to use of a portion of the cash to repay secured credit lines
in 2Q22. Debt repayment combined with management actions to reduce
expenses should yield leverage stabilization but a reduction in
leverage will be dependent on material improvement in profitability
and/or further debt repayment.
FOA reported a pretax loss of $77 million in 1Q22; a sharp decline
from pretax income of $125.5 million a year ago. The reduction was
primarily due to the negative fair value marks and lower volume and
margin within the mortgage origination segment, which saw net rate
lock volume and GOS margins decline 36.9% and 130 basis points,
respectively, from 1Q21. Adjusted for the non-cash charges, pretax
income would have been $50 million, which would translate to
annualized pretax ROAA of 0.5% in 1Q22, down from 2.5% a year ago.
FOA has pivoted to purchase volumes in recent months and begun to
execute on some cost reduction initiatives, which could support
more stable earnings in 2H22.
Similar to other mortgage peers, FOA is reliant on the wholesale
debt markets to fund operations, with secured debt representing 90%
of total debt at March 31, 2022, which is within Fitch's 'b'
category funding, liquidity and coverage benchmark of 10% or less
for finance and leasing companies with an 'a' category operating
environment score. Roughly 50% of FOA's facilities were committed
at March 31, 2022, which is consistent with peers but below that of
finance and leasing companies more broadly.
Most of FOA's funding facilities mature within one year, which
exposes it to increased liquidity and refinancing risk. Fitch would
favorably view an extension of the firm's funding duration and an
increase in funding commitments. As of March 31, 2022, FOA had
approximately $226.8 million of unrestricted cash and $2.7 billion
of available borrowing capacity on its funding facilities, which
Fitch believes is sufficient to fund originations and operations.
The senior unsecured debt rating is one notch below the Long-Term
IDR, reflecting the subordination to secured debt in the capital
structure and limited pool of unencumbered assets, which translates
into weaker relative recovery prospects in a stressed scenario.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Inability to reduce leverage below 7.5x over the Outlook
horizon;
-- Sustained operating losses and/or a further erosion of
tangible equity base;
-- Inability to refinance secured funding facilities;
-- Inability to maintain sufficient liquidity to effectively
manage servicer advances or to meet margin call requirements;
-- Regulatory scrutiny resulting in FOA incurring substantial
fines that negatively impact its franchise or operating
performance; and/or;
-- The departure of Brian Libman, who has led the growth and
direction of the company.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
Fitch believes the Negative Outlook could be revised to Stable if
FOA successfully executes on its plan to reduce leverage below 7.5x
and to improve profitability and earnings consistency.
Longer-term, upward rating momentum could be driven by:
-- Sustained reduction in leverage to 5.0x;
-- An enhanced liquidity profile and improved funding
flexibility, including an extension of funding duration;
-- An increase in proportion of committed facilities and/or an
increase in unsecured debt approaching 25% and unencumbered
assets;
-- A continuation of strong asset quality performance;
-- Continued growth of the business that enhances FOA's
franchise; and;
-- Demonstrated effectiveness of corporate governance policies,
including enhanced management team depth and/or clearly
articulated succession planning for key management positions.
The unsecured debt rating is primarily sensitive to changes in the
Long-Term IDR and secondarily to the funding mix and available
collateral. A material increase in unencumbered assets and recovery
prospects could narrow the notching between the Long-Term IDR and
the unsecured notes, while a material increase in secured debt
could result in wider notching.
SUBSIDIARIES & AFFILIATES: KEY RATING DRIVERS
The ratings of Finance of America Equity Capital LLC and Finance of
America Funding LLC are equalized with the ratings of Finance of
America Companies Inc. given they are wholly owned subsidiaries and
represent substantially all of the parent assets.
SUBSIDIARIES AND AFFILIATES: RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
The ratings of Finance of America Equity Capital LLC and Finance of
America Funding LLC are equalized with the ratings of Finance of
America Companies Inc. and are expected to move in tandem.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
The ratings of Finance of America Equity Capital LLC and Finance of
America Funding LLC are equalized with the ratings of Finance of
America Companies Inc. and are expected to move in tandem.
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
FOA has an ESG Relevance Score of '4' for Governance Structure due
to elevated key person risk related to its founder and Chairman,
Brian Libman, who has led the growth and strategic direction of the
company. This has a negative impact on the credit profile and is
relevant to the rating in conjunction with other factors.
FOA has an ESG Relevance Score of '4' for Customer Welfare - Fair
Messaging, Privacy and Data Security, due to its exposure to
compliance risks that include fair lending practices, debt
collection practices and consumer data protection. 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.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
Finance of America LT IDR B+ Affirmed B+
Companies Inc.
Finance of America LT IDR B+ Affirmed B+
Equity Capital LLC
Finance of America LT IDR B+ Affirmed B+
Funding LLC
senior unsecured LT B Affirmed RR5 B
FOOT LOCKER: S&P Affirms 'BB+' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings affirmed all its ratings, including its 'BB+'
issuer credit rating, on footwear and apparel retailer Foot Locker
Inc.
S&P said, "The outlook remains stable and reflects our expectation
that Foot Locker's operating trends will stabilize over the next 12
months despite the loss of sales from a portion of its Nike
business. We expect the demand for its non-Nike products to remain
healthy, in particular its basketball product lines, and that it
continues to expand its digital channels and store-level
productivity, leading to leverage remaining in the high-1x area
over the next year."
Nike's decision to accelerate its strategic shift to its
direct-to-consumer (DTC) channel will likely hurt Foot Locker's
gross margin and cash flow generation. S&P said, "However, we
expect the company to increase its vendor diversification efforts
and maintain credit metrics at levels we consider appropriate for
the current rating. Foot Locker announced in February 2022 that it
would reduce its vendor concentration with Nike starting in the
fourth quarter of 2022. We estimate the share of Foot locker's
revenues attributed to Nike products will likely decline to
approximately 60% in 2022 and 55% in 2023 from 70% in 2021 and,
subsequently, we expect overall revenues for Foot Locker to decline
in the low- to mid-single digit range both years before returning
to growth in 2024. In addition, we expect margins to continue to
decline as less profitable product lines take over, supply chain
dynamics remain strained, and the promotional environment continues
to normalize resulting in the company's reported free cash flow to
reach about half its pre-pandemic level during the next two years.
Overall, we expect the company to maintain its strong credit
metrics including S&P Global Ratings-adjusted leverage in the
high-1x area in the next two years thanks to its low-funded debt
load and its balanced financial policy, allowing it to use its
excess free cash flow for dividends and share repurchases."
Foot Locker announced that Nike will remain one of its key
strategic partners and will continue to grant access to its premium
products. In addition, the loss of revenues from Nike will likely
be partly offset by an increasingly diverse assortment of products
as Foot Locker recently announced a new long-term strategic
partnership with Adidas with a target of more than $2 billion in
retail sales by 2025, nearly tripling levels from 2021. While the
company is growing its private label offering, it also completed in
2021 two acquisitions--Eurostar Inc. (WSS)and Text Trading Co. K.K.
(Atmos)--which further diversify its business, expanding it beyond
malls and extending its reach in Asia.
S&P said, "Foot Locker is growing its digital sales and we expect
it to keep its leading market position in the highly competitive
and fragmented specialty footwear industry. As a result of the
COVID restrictions, digital sales at Foot Locker grew significantly
during the pandemic and became a key driver for overall revenue
growth. For fiscal 2021, digital sales contributed about 21.5% to
the total revenue and we expect Foot Locker's overall digital sales
to be approximately 20% of its total sales, compared with the
approximately 16% generated online pre-pandemic as we believe a
good portion of shopping for footwear has permanently shifted
online because of the increased infrastructure to support this
channel and the convenience it brings to consumers. As Foot
Locker's in-store traffic declines, its ability to offer a
differentiated and seamless customer experience--both in store and
online--will be essential to long-term success in our view.
Operating performance remains highly dependent on product flow and
innovation from its key vendor as it faces declining mall traffic.
S&P said, "Even with Nike's penetration declining to 55% by the end
of 2022, in our view, Foot Locker will continue to rely heavily on
Nike to deliver on-point and differentiated merchandise that
appeals to its young, fashion-sensitive core demographic. Despite
Foot Locker's product assortment becoming increasingly diverse, the
increased prevalence of social media, especially among Foot
Locker's core demographic, has shortened the duration and amplified
the volatility of fashion cycles. Therefore, the company's long
lead times for ordering merchandise from suppliers increases its
susceptibility to fashion missteps and can lead to performance
volatility. In addition, secular changes in the footwear-retailing
industry, including the entrance of online players and the existing
vendors' increased focus on building their own DTC channels, have
pressured the company's performance as customers can connect
directly with the brand and bypass retailers. Finally, despite the
company gradually migrating from the mall, it still remains mostly
in malls (about 79% of its fleet as of fiscal 2021), which continue
to face secular challenges.
S&P said, "The stable outlook reflects our expectation that Foot
Locker will continue to stabilize its operating trends over the
next 12 months despite the loss of sales from a portion of its Nike
business. We expect the demand for its non-Nike products to remain
healthy, in particular its basketball product lines, and that the
company will continue to grow its digital channels and store-level
productivity, leading to leverage remaining in the high-1x area
over the next year.
"We could lower our ratings on Foot Locker if the company's credit
metrics deteriorates such that free operating cash flow (FOCF) to
debt declines below 20%."
This could occur if:
-- The company significantly underperforms our expectations with
gross margins decline of over 200 basis points (bps) and revenue
declines due to material merchandising missteps,
greater-than-expected inventory challenges, a lack of consumer
demand amid scarce discretionary spending, increased competition,
or additional detrimental changes in vendor relationships. Under
this scenario, S&P may conclude the company's competitive standing
and operating efficiency have weakened, leading it to assess its
business less favorably; or
-- The company's financial policy became more aggressive with
larger shareholder repurchases or a large debt-funded acquisition.
S&P could raise the rating on Foot Locker if the company:
-- Strengthens its competitive position and materially increases
its product and vendor diversity. This could happen if Foot Locker
significantly reduces its reliance on its key brands, improves its
mix of exclusive product offerings, and continues to improve its
omnichannel capabilities; and
-- Continues to demonstrate a committed and transparent financial
policy that targets credit metrics supportive of an
investment-grade rating. This would lead us to compare the
company's credit prospects more favorably with those of
investment-grade retailers.
ESG credit indicators: E-2, S-2, G-2
FOUNDERS DEN: Seeks Chapter 7 Bankruptcy
----------------------------------------
Sara Bloomberg of Bay Area Inno reports that a 12-year-old
invite-only co-working and networking hub for startups has filed
for Chapter 7 bankruptcy with nearly half a million dollars in
total liabilities.
San Francisco-based Founders Den, launched in 2010, was created by
Jonathan Abrams, Jason Johnson, Michael Levit and Zachary Bogue --
a mix of entrepreneurs, startup founders and venture firm partners
themselves.
"We want to create a community and create a place where we can work
with each other," Johnson told the San Francisco Chronicle in 2011.
Back then, they charged $500 per month for a single desk at their
8,500-square-foot office space in the South of Market
neighborhood.
But the Founder's Den might have been undercharging, and they only
accepted up to 15 startups at a time. The startups were also
expected to leave after about six months.
"It's a terrible business," Johnson jokingly told TechCrunch in
2016. "If we wanted to make money on (the space), we'd lease it
out to many more companies and charge a premium. ... But that isn't
of interest to any of the four of us.”
Another five-plus years later, Founders Den has $423,380.68 in
total liabilities, according to a bankruptcy filing. Nearly
one-third of that, $136,600, is owed to the Small Business
Administration which holds a lien on its assets.
The organization holds just over $80,000 in total assets,
potentially leaving its sole remaining creditor, a real estate
business listed as 655 Third Street Associates, out of luck.
Chapter 7 bankruptcy typically indicates a business expects to
liquidate its assets, but it's unclear if Founders Den has shut
down operations or if intends to do so in the future. The
bankruptcy filing indicated that the organization did not own or
lease any property, and the value of its brand, website and address
was listed at $100.
News reports over the past 12 years have placed the Founders Den
office in SoMa, but the bankruptcy filing indicates its "principal
place of business" is currently at 548 Market St. in San
Francisco.
Founders Den garnered some publicity, and controversy, in 2011 when
then-Lt. Gov. Gavin Newsom rented a desk at the club for $500 a
month.
It raised eyebrows not due to the cost but because one of the
managing partners, Bogue, had contributed $12,000 to Newsom's
campaign, the SF Chronicle reported at the time.
About Founders Den
Founders Den -- https://foundersden.com -- is San Francisco's
favorite workspace and community for startups and investors.
Founders Den sought Chapter 7 bankruptcy protection (Bankr. N.D.
Cal. Case No. 22-30252) on May 24, 2022. In its petition, Founders
Den listed estimated liabilities about $500,000.
The Debtor's counsel:
Alexander Paul Zarcone
Protect Law Group
Tel: 888-756-9969
E-mail: alexz@protectlawgroup.com
FRESHLOCAL SOLUTIONS: Obtains CCAA Initial Stay Order
-----------------------------------------------------
Freshlocal Solutions Inc. and its affiliates obtained protection
from their creditors under the Companies' Creditors Arrangement Act
pursuant to an order of the Supreme Court of British Columbia dated
May 16, 2022.
The Initial Order granted the Companies various relief, including,
inter alia, imposing a stay of proceedings against the creditors in
respect to the Companies and its assets to May 26, 2022 ("Stay
Period"), appointing Ernst & Young Inc. as monitor, and providing
the Companies an opportunity to prepare and file a plan of
arrangement or compromise for the consideration of its creditors
and other stakeholders, or otherwise restructure its business. The
Stay Period may be extended by the Court from time-to-time.
In addition, the initial order approved an interim financing charge
of $2,500,000 as contemplated and required by an interim financing
term sheet executed between the Companies and Third Eye Capital
Corporation.
Freshlocal requires continuous access to investor financing to be
successful. Historically, Freshlocal been able to access capital
through the capital markets, convertible debenture private
placement offerings, borrowing and various grants. Of late,
Freshlocal was unable to raise any further funding outside of a
court- supervised restructuring process.
Operationally, Freshlocal was negatively affected by the impacts of
Covid-19, the global supply chain shortages and the flooding and
mudslides that closed several major ground transportation routes in
and out of Metro Vancouver, all of which have significantly added
to the company's financial pressures.
Further information with respect to this matter, including a copy
of the Initial Order and a list of creditors and the amounts owing
per the Companies' records can be found available on the Monitor's
website https://www.ey.com/ca/freshlocal.
Further information in his matter, contact:
Marko Gordic
Email: marko.gordic@parthenon.ey.com
Tel: 604-891-8280
Philippe Mendelson
Email: philippe.mendelson@parthenon.ey.com
Tel: 604-891-8491
Simon Cairns
Email: Simon@foodxtech.com
Counsel for the Companies:
Bennett Jones LLP
Attn: David E. Gruber
Jesse Mighton
Keely Cameron
Aiden Nelms
2500-666 Burrard Street
Vancouver BC V6C 2X8
Email: gruberd@bennettjones.com
mightonj@bennettjones.com
cameronk@bennettjones.com
nelmsa@bennettjones.com
Monitor can be reached at:
Ernst & Young Inc.
Attn: Mike Bell
Holly Palmer
Philippe Mendelson
2300 - 1066 West Hastings Street
Vancouver BC V6E 3X2
Email: mike.bell@ca.ey.com
holly.palmer@ca.ey.com
philippe.mendelson@ca.ey.com
Counsel for the Monitor:
Borden Ladner Gervais LLP
Attn: Lisa Hiebert
Jennifer Pepper
1200-200 Burrard Street
Vancouver BC V7X 1T2
Email: lhiebert@blg.com
jpepper@blg.com
DIP lender can be reached at:
Third Eye Capital Corporation
Attn: Patrick Harnett
Mark Horrox
Nick Blaney
2830-181 Bay Street
Toronto ON M5J 2T3
Email: ops@thirdeyecapital.com
patrick@thirdeyecapital.com
Mark@thirdeyecapital.com
nblaney@thirdeyecapital.com
Freshlocal Solutions Inc. is the parent company to SPUD.ca, Blush
Lane Organic Markets and FoodX Technologies.
FRESHLOCAL SOLUTIONS: Obtains Initial Order Under CCAA
------------------------------------------------------
Freshlocal Solutions Inc. was granted an initial order on May 16
pursuant to the Companies' Creditors Arrangement Act (the "CCAA")
by the Supreme Court of British Columbia on application by the
Company seeking court protection from its creditors to allow it to
pursue a restructuring of its business and property as a going
concern.
Pursuant to the Initial Order, Ernst & Young Inc. was appointed as
monitor (the "Monitor") in the CCAA proceeding and will assist the
Company in creating a restructuring plan, which is anticipated to
include, among other things, (i) immediately commencing a sale and
investment solicitation process (a "SISP"), to be overseen by the
Monitor, that would seek to monetize the Company's core and
non-core assets, (ii) finalizing interim financing arrangements in
order to obtain short term liquidity, (iii) continuing the
initiatives already commenced to streamline and focus the
go-forward operations of the Company and its subsidiaries and (iv)
pursuing discussions with potential financiers in order to secure
long-term funding for the projects that may form the basis of the
Company's go-forward business (subject to the SISP), all under the
supervision of the court and with the assistance of the Monitor.
Given the market conditions, the Company was unable to obtain
further bridge financing as described in the Company's news release
dated April 12, 2022. The Company shall use CCAA to access interim
financing to run a SISP.
Trading in the Company's common shares (the "Common Shares") on the
Toronto Stock Exchange (the "TSX") has been halted and the Company
expects that, as a result of having filed for protection under the
CCAA, the Common Shares may be delisted from trading on the TSX.
The Company is committed to completing the restructuring process as
quickly as possible with the assistance and oversight of the
Monitor.
Freshlocal (TSX: LOCL) (OTC: FLOCF) --
http://www.freshlocalsolutions.com-- is a Vancouver-based company
that is building a leadership position in the provision of
end-to-end grocery e-commerce solutions. The Company operates two
primary businesses, FoodX and eGrocery, both of which support its
corporate mission to innovate food systems for people, planet and
prosperity. Food-X Technologies ("FoodX") is Freshlocal's scalable
end-to-end SaaS-based eGMS which is designed to meet the needs of
large and small grocery retailers while providing profitable unit
economics. The FoodX eGMS is the culmination of over 20 years of
experience in online grocery and the Company's proven track record
of delivering efficiently, sustainably and profitably. The
Company's consumer eGrocery business has expanded into one of
Canada's largest online grocery companies, with a focus on
delivering fresh, local, organic produce and groceries, along with
exceptional customer experiences. Freshlocal serves the main urban
markets in Alberta and British Columbia through its brick and
mortar store locations operating under the Blush Lane and Be Fresh
banners, as well as through SPUD.ca which is the Company's
award-winning online eGrocery platform. Freshlocal's common shares
are listed on the Toronto Stock Exchange under the symbol "LOCL"
and quoted on the OTC Pink Marketplace under the symbol "FLOCF".
FRONT SIGHT: Gun Training Center Hits Chapter 11 Bankruptcy
-----------------------------------------------------------
Nevada gun training center, Front Sight Firearms Training
Institute, has filed for bankruptcy protection to stave off
foreclosure after a dispute over funding through an immigration
investment program.
The Pahrump, Nev., business, which has more than 260,000 members,
sought chapter 11 protection from creditors Tuesday, May 24, 2022,
in the U.S. Bankruptcy Court in Las Vegas, listing total debt of
roughly $20 million.
The Debtor was originally formed as a California business and
operated near Bakersfield, California from its formation in 1996
until 2002. In 1998, the Debtor purchased 550 acres of raw land 45
minutes from Las Vegas, acquired approximately 500 acre feet of
water rights and began building what is now the finest and largest
private firearms training facility in the world.
The Debtor's primary place of business is the Front Sight Property
located at 1 Front Sight Road, Pahrump, Nevada 89061.
The Front Sight Property is accessed by a four-mile, two lane paved
road, and is currently comprised of 50 outdoor firearms training
ranges, live fire tactical training simulators, an 8,000 square
foot classroom and pro shop, and assorted accessory buildings,
bathrooms, three water wells and thousands of square yards of
completed grading for future development.
In 2012, the Debtor was approached by Robert W. Dziubla and John
Fleming, doing business as Las Vegas Development Fund LLC ("LVDF"),
who represented themselves as like-minded, pro-gun patriots who
told the Debtor that they would be able to obtain a financing
package for the Debtor to raise up to $150 million (at a low
interest rate) to build and bring to market, among other things,
the Vacation Club & Resort.
Dziubla, Fleming and LVDF defaulted on their obligations, failed to
raise the funds necessary to complete the Vacation Club & Resort,
and litigation was commenced by the Debtor against Dziubla,
Fleming, LVDF and related affiliates (collectively, the "LVDF
Parties") in August of 2018, styled Front Sight Management, LLC v.
Las Vegas Development Fund LLC et al., Case No. A-18-781084-B,
which is pending before the Eighth Judicial District Court in Clark
County, Nevada (the "LVDF Litigation"). In the LVDF Litigation,
the Debtor asserts claims for, among other things, fraud in the
inducement, intentional misrepresentation, breach of fiduciary duty
and conversion against the LVDF Parties. Dziubla, Fleming, and LVDF
then filed a fraudulent foreclosure action against the Debtor. The
judge in the civil action initially placed a temporary restraining
order on the foreclosure action but that has recently been lifted
due to the Debtor's inability to obtain a bond.
The LVDF Litigation has been pending for nearly four years, and the
LVDF Parties recently filed a notice of foreclosure against the
Front Sight Property.
"While I believe that the Debtor will ultimately prevail in the
litigation, the Debtor's legal fees related to the LVDF Litigation
and foreclosure action have exceeded one million dollars to date
and now there is a looming foreclosure sale. Furthermore, the most
damaging consequences arising out of the LVDF Parties malfeasance
are (a) the loss of momentum the Debtor has suffered in completing
the development of its project, (b) the loss of member confidence
the Debtor has suffered due to all the delays in the project, (c)
the resulting reduction in membership sales, and (d) the increased
difficulty for the Debtor to obtain additional financing to
complete the project," Ignatius Piazza, the 100% owner, explained
in court filings.
As 2021 came to an end, the Debtor solicited its members to
participate in a number of marketing offers in an attempt to raise
sufficient funds to complete the aforementioned litigation.
Unfortunately, the Debtor was not able to raise sufficient funds.
"Because (i) the Vacation Club & Resort and related project has not
yet materialized, (ii) the Debtor's ability to obtain traditional
financing to complete the construction is impossible while the LVDF
Litigation is pending and (iii) a foreclosure sale is imminent, I
believe that the Debtor must reorganize its business to generate
sufficient cash flow on an ongoing basis to support itself and to
continue to litigate the LVDF Litigation," Mr. Plaza said.
While the Debtor has not yet finalized all the details of its plan
of reorganization, the Debtor intends on implementing certain
annual fees and other costs while giving members an opportunity for
profit participation in the reorganized Debtor.
The Debtor hopes that the ability to participate in profits
post-bankruptcy will incentivize its current members to continue
their membership with the Debtor.
According to the Debtor's owner, without the filing of the
bankruptcy, the Front Sight Property would be foreclosed upon and
the Debtor would have no choice but to immediately fire all of its
employees and close its business.
About Front Sight Firearms Training Institute
Front Sight Management, doing business as Front Sight Firearms
Training Institute, specializes in providing courses in gun
training, self-defense martial arts training, and personal safety
with firearms or without.
Front Sight Management sought protection under the U.S. Bankruptcy
Code (Bankr. D. Nev. Case No. 22-11824) on May 24, 2022. In the
petition filed by Ignatius Piazza, as manager, Front Sight
Management listed estimated assets between $10 million and $50
million and estimated liabilities between $10 million and $50
million.
Steven T. Gubner, Esq., of BG LAW LLP, is the Debtor's counsel.
Stretto is the claims agent.
FROZEN FOODS: Wins Cash Collateral Access Thru June 30
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Frozen Foods Partners, LLC, d/b/a Gourmet Express, LLC,
d/b/a Gourmet Express, to continue using cash collateral on an
interim basis through June 30, 2022, in an aggregate amount not to
exceed, at any time, $5,677,821.
The Court said all other terms set forth in the previous interim
orders are reaffirmed and will continue in full force and effect.
The Debtor's lender will continue to be entitled to all of the same
rights, liens, priorities and protections provided for under the
prior Cash Collateral Orders, the parties' Credit Agreement and
Loan Documents.
The Court also said the terms and provisions of the Twelfth Amended
Interim Order will be valid and binding upon the Debtor, all
creditors of the Debtor and all other parties-in-interest from and
after the date of the entry of the Twelfth Amended Interim Order by
the Court, will continue in full force and effect, and will survive
entry of any such other order, including without limitation, any
order converting one or more of the Cases to any other chapter
under the Bankruptcy Code, or dismissing one or more of the Cases.
A further cash collateral hearing is scheduled for June 23 at 11
a.m.
A copy of the order and the Debtor's budget from May 23 to June 27,
2022 is available at https://bit.ly/3t2Zw0q from PacerMonitor.com.
The budget provided for total expenses, on weekly basis, as
follows:
$169,943 for the week starting May 23, 2022;
$217,524 for the week starting May 30, 2022;
$159,625 for the week starting June 6, 2022;
$164,698 for the week starting June 13, 2022;
$159,542 for the week starting June 20, 2022; and
$143,673 for the week starting June 27, 2022
----------
$5,677,821 Total
About Frozen Foods Partners, LLC
Frozen Foods Partners, LLC is a Delaware limited liability company,
which was established in 2015. Frozen Foods is a consumer products
company engaged in the production, distribution and marketing of
frozen skillet meals under multiple consumer brands. It offers a
diversified portfolio of frozen products including meal kits,
skillet meals, combination of proteins, sauces, pastas and
vegetables, Asian and Mediterranean cuisines, as well as authentic
Latin specialties. Its products offer a quality dining solution for
working families and young adults. Its brands include Gourmet
Dining, Rosetto, La Sabrosa, and Tru Earth, which can presently be
found in many retailers, including Associated Grocers and
SuperValu, as well as private label brands.
Frozen Foods is a privately owned limited liability company.
Genesis Merchant Partners LP and Genesis Merchant Partners II LP
collectively own approximately 72% of the membership equity in
Frozen Foods. Several Class A Preferred members own 28.6% of
Frozen Foods.
Frozen Foods sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-11897) on November 1,
2021. In the petition signed by Jeffrey Lichtenstein as chief
executive officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Martin Glenn oversees the case.
Adam P. Wofse, Esq., at LaMonica Herbst and Maniscalco, LLP, is the
Debtor's counsel.
GARDEN SPINCO: Moody's Assigns Ba3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned ratings to Garden SpinCo
Corporation (following the combination, "Neogen"), including a Ba3
Corporate Family Rating, a Ba3-PD Probability of Default Rating,
and Ba2 ratings to the proposed first lien senior secured credit
facilities. The outlook is stable.
The ratings assignments are in connection with Neogen's combination
with 3M Company's (A1/Stable) Food Safety Division where the
company seeks to raise new credit facilities consisting of a $150
million senior secured first lien revolver (undrawn at close), and
a $650 million senior secured first lien term loan. The ratings
also incorporate an expected $350 million senior unsecured debt
issuance. Proceeds from the new debt will be used to make a cash
dividend to 3M. In addition, the combination will be financed with
new Neogen equity issued to 3M shareholders, whereby Neogen
shareholders will own 49.9% of the combined company, and 3M
shareholders will own 50.1%. The transaction is expected to close
in the third quarter of calendar-year 2022, subject to Neogen
shareholder approval and other required regulatory approvals.
Assignments:
Issuer: Garden SpinCo Corporation
Corporate Family Rating, Assigned Ba3
Probability of Default Rating, Assigned Ba3-PD
Speculative Grade Liquidity Rating, Assigned SGL-1
Senior Secured 1st Lien Term Loan A, Assigned Ba2 (LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Assigned Ba2
(LGD3)
Outlook Actions:
Issuer: Garden SpinCo Corporation
Outlook, Assigned Stable
ESG factors are material to the ratings assignment. Social risk
considerations include responsible production and customer
relations. These include exposure to litigation that can have
reputational and financial impact, if products are determined to be
defective, including in the company's core food safety diagnostic
product portfolio. Positive social considerations include favorable
demographic and societal trends, such as rising regulatory
standards for food and animal safety products globally. Governance
considerations reflect the company's moderate pro forma leverage of
4.1x (on Moody's adjusted basis) as of 2/28/22, partially mitigated
by management's long-term leverage target at below 2.0x, and
Moody's expectation that Moody's adjusted leverage will trend
toward the mid-3x range over the next 12-18 months.
RATINGS RATIONALE
Neogen's Ba3 Corporate Family Rating broadly reflects its top
market position in food and animal safety products globally. The
company benefits from a high proportion of consumable sales
(approximately 95% of revenue pro forma for the combination with 3M
Food Safety) that are recurring in nature and carry attractive
margins. The company's consumable products generally follow a
"razor/razorblade" model, whereby Neogen places a specialized
testing instrument at the customer site, with subsequent recurring
sales of corresponding testing products (such as vials or swabs).
The credit rating is further supported by a highly diversified
end-customer base, comprised primarily of food processors, contract
labs, and customers in other adjacent end-markets.
The Ba3 rating is constrained by the company's lack of long-term
contracts with the majority of customers, with Neogen delivering
goods on a per-order basis. That said, this risk is partially
offset by the company's good historical customer retention that is
typically over 90%. The ratings also take into consideration the
company's lack of FDA regulation on the majority of its product
portfolio, which may lower barriers to entry for potential
competitors. Key risks also include Neogen's lack of
diversification from its niche focus on food and animal safety
(with a concentration on diagnostics/testing), which may expose it
to high business risk, such as potential manufacturing issues,
product defects or increasing competition. Finally, the rating
accounts for execution risk related to the combination of Neogen
with 3M's Food Safety segment (less than 1% of 3M's total
revenue).
The outlook is stable. Moody's expects that leverage will improve
vis-a-vis earnings growth, and that adjusted debt/EBITDA will trend
toward the mid-3x range (on Moody's adjusted basis) over the next
12-18 months. Moody's expects demand from the company's core food
and contract lab customer base to remain steady over the
intermediate-term.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation that Neogen's liquidity will remain very good over the
next 12 to 18 months. Neogen's liquidity is supported by over $300
million of cash at the transaction close. Moody's estimates that
Neogen will generate at least $60 million of free cash flow in
fiscal year 2023 (ending May 31, 2023). External liquidity is
supported by a new 5-year revolving credit facility that provides
for borrowings of $150 million. This facility has a Maximum Total
Leverage covenant of 4.5x, and a Minimum Interest Coverage Ratio of
2.5x. Alternative sources of liquidity are limited as substantially
all assets are pledged.
The Ba2 ratings on the proposed first-lien credit facilities are
one notch higher than the Ba3 CFR. This reflects the benefit of the
credit facilities' first priority lien on substantially all assets
along with the loss absorption provided by an expected issuance of
$350 million in senior unsecured debt.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. The credit facility contains incremental debt capacity
up to the greater of $300 million and 100.0% of consolidated
EBITDA, plus unlimited first lien debt subject to a 3.0x first lien
net leverage ratio (if pari passu secured). No portion of the
incremental may be incurred with an earlier maturity than the
initial term loans.
The credit facilities also include provisions allowing the transfer
of assets to unrestricted subsidiaries, subject to "blocker"
provisions which provide that no intellectual property that is
material to the company and its subsidiaries, taken as a whole,
shall be: (i) owned by an unrestricted subsidiary at the time of
designation; and (ii) transferred from any Loan Party to an
unrestricted subsidiary after the Closing Date, other than
non-exclusive licenses.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, with no
explicit protective provisions limiting such guarantee releases.
The credit agreement provides some limitations on up-tiering
transactions, including the requirement that each lender directly
and adversely affected consents to expressly subordinate (i) the
liens on the collateral to liens on such collateral securing any
other indebtedness and (ii) the right of payment of the obligations
to the right of payment of any other indebtedness, except for any
other debt permitted by the terms of the credit agreement to be
secured on a senior basis to the credit facilities or each
adversely affected lender has been offered a bona fide opportunity
to fund or provide its pro rata share of the senior indebtedness on
the same terms as set forth in the credit facilities
documentation.
The proposed terms and the final terms of the credit agreement may
be materially different.
ESG CONSIDERATIONS
Neogen's ESG Credit Impact Score is moderately negative (CIS-3).
The score reflects low exposure to environmental risks, and
moderately negative exposure to social risks primarily due to
potential reputational and litigation risks if its products are
deemed defective and/or lack accuracy. In addition, the score
reflects moderately negative governance risk with an adequate
governance structure, moderate leverage at close, and a more
conservative leverage target at below 2.0x over time.
Neogen has neutral to low credit exposure to environmental
considerations (E-2 issuer profile score), in line with exposure
from the medical products and devices industry. Neogen manufactures
products that pose limited environmental risks, including food and
animal safety tests.
Credit exposure to social risks is moderately negative (S-3).
Neogen faces social risk from responsible production and customer
relations. These include exposure to litigation that can have
reputational and financial impact, if products are determined to be
defective, including in the company's core food safety diagnostic
product portfolio. Positive social considerations include favorable
demographic and societal trends, such as rising regulatory
standards for food and animal product safety across the globe.
Governance risk is moderately negative (G-3), reflecting the
company's adequate governance structure, good track record of risk
management and generally conservative financial policies. The
company has a long-term leverage target at below 2.0x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings upside is unlikely in the near-term as the company
completes its integration with 3M Food Safety over the next 12-24
months. Longer-term, assuming a successful combination, ratings
could be upgraded if Neogen is able to maintain a leading market
position in food and animal safety categories with strong customer
retention, while effectively managing its strategic initiatives
under more conservative financial policies. Quantitatively, ratings
could be upgraded if debt/EBITDA is sustained below 3.0x while
maintaining a very good liquidity profile.
Ratings could be downgraded if the company faces increasing
competition that results in elevated customers losses, pressuring
Neogen's revenue and earnings, as well as its position as the
market share leader in key diagnostic categories. Ratings could
also be downgraded if the company is unable to successfully manage
the combination with 3M Food Safety, or if Neogen is unable to pass
through input cost inflation to customers on a sustained basis. In
addition, ratings could be downgraded if the company pursues a more
aggressive financial policy. Quantitatively, the ratings could be
downgraded if adjusted debt to EBITDA is sustained above 4.0x.
Neogen (NASDAQ: NEOG) is a global diversified platform serving food
and animal safety end-markets, with a focus on testing and/or
diagnostic consumable products. Pro forma for the combination with
3M Food Safety, the company's revenue mix will be approximately 70%
concentrated on food safety products, with the remainder serving
the animal safety and genomics end-markets. Total pro forma revenue
for the combined company in the LTM period ending 2/28/22 was $883
million.
The principal methodology used in these ratings was Medical
Products and Devices published in October 2021.
GENERATION BRIDGE: S&P Assigns 'BB-' Rating on $325MM Term Loan B
-----------------------------------------------------------------
S&P Global Ratings assigned its final 'BB-' rating to Generation
Bridge II LLC's (GenBridge II) $325 million term loan B, $40
million term loan C, and $40 million revolving credit facility, all
of which are pari passu senior secured debt.
The project will need to sweep cash in line with base case
projections to maintain the rating. The project will need to repay
debt to maintain our forecasted DSCRs and mitigate refinance risk
in our analysis. The project structure includes a quarterly cash
sweep mechanism and 1% annual amortization. S&P said, "We forecast
2022/2023 will be a weaker year in cash flow available for debt
service (CFADS) generation given capital expenditure (capex)
expectations, but we expect the project to repay about $30
million-$35 million annually on its term loan B through its
maturity in 2029, leading to debt outstanding of about $110 million
at maturity. Distributions to the sponsors are subordinated to the
cash sweep in the waterfall, but we expect the project to pay tax
distributions on an annual basis (capped at $12.5 million),
negatively affecting debt service coverage as tax distributions
precede sweeps in the waterfall."
Cash flows are largely dependent on market prices, which are
historically volatile and difficult to predict. The project
operates on a fully merchant basis, given the lack of contracts and
hedges. As a price taker, the project's performance will track
market movements, most importantly capacity prices and spark
spreads.
The project derives about 60% of its cash flows from capacity
payments. S&P thinks capacity markets are more predictable than
energy markets given they are determined in advance and the price
formation is more formulaic. However, projecting capacity prices is
extremely difficult. Importantly, Bridgeport has a seven-year price
lock that averages about $7.50 per kilowatt month (kW-mo) in 2021
and escalates through May 2026, at which point it will begin to
earn the market capacity price. Given the nature of the locked in
price, we view this as akin to a contracted cash flow, supporting
the rating. Prices at Bethlehem and New Haven, on the other hand,
will be determined in ongoing regional auctions that are driven by
market variables. S&P expects capacity prices in New York and New
England to remain close to current levels, but escalate with
inflation in the outer years. Increasing renewable penetration,
including significant planned offshore wind projects in both
markets, will act to damper capacity price growth over the next
decade.
It derives about 35% of revenues from energy margin, which are
volatile especially given current gas market variability. Though
spark spreads have been robust in 2022/2023, S&P expects sparks to
gradually stabilize in the low-double-digit range over the project
life.
The project earns the remainder of its revenue from ancillary
services.
The project has some scale and diversification. The diversity
between the three assets, two markets (NYISO and NE-ISO), and
several revenue streams (energy, capacity, ancillary) supports the
rating to some degree when compared with single-asset peers. S&P
said, "We think it also protects the project from isolated events
at a single plant or disruption within a single market. However,
this portfolio is less diversified than some peers like Generation
Bridge and Parkway Generation, which we rate one notch higher at
'BB'. The total capacity of 1.8 GW supports scale compared with
single-asset peers, but is on the smaller side compared with other
portfolios that we rate." Given comparisons to peer projects,
performance redundancy is not a key differentiating factor in the
rating.
S&P said, "We think the multiple fuel-supply agreements support the
rating. Bridgeport has a firm gas-supply agreement with the local
utility Southern Connecticut Gas while Bethlehem has supply
connections with both Dominion South and Tennessee Natural gas but
lacks firm transportation. We think this is a relatively
advantageous supply situation and we generally see curtailment risk
as low across the portfolio. Historically, curtailment has not been
an issue."
Nevertheless, the project is fully exposed to natural gas as its
fuel source. While all three plants have storage for backup fuel on
site, only New Haven is currently permitted to utilize its backup
fuel (No. 6 oil), while Bridgeport and Bethlehem currently lack the
permits necessary to utilize anything other than natural gas. As a
result, if natural gas becomes uneconomic, profitability could be
squeezed. In some historical periods, extreme weather across the
portfolio's footprint has caused gas prices to increase
drastically, especially in New England where gas supply becomes
constrained at times during periods of very cold weather. This
could be positive for the portfolio if spark spreads widen (as seen
in recent months), or negative if the gas price rises faster than
the power price. In S&P's base case, ite doesn't incorporate any
noteworthy pricing swings based on variable weather patterns.
Operating risk is largely in line with peer projects. Similar to
peer projects, if a plant has an outage or is unable to start, the
project will lose the opportunity to earn cash flows and could
incur performance penalties and maintenance costs. Bridgeport is a
relatively new combined cycle gas turbine (CCGT) with advanced GE
frame 7HA.02 turbine technology. Bethelehem has a slightly older
version, the GE frame 7FA.03. S&P said, "We think the track record
for these technologies support the rating and we don't expect
significant unplanned outages in our base case. According to the
independent engineer, the capex and maintenance programs are
sufficient to prevent major issues. We assume an equivalent demand
forced outage (EFORd) rate in line with industry peers at 2% for
both base load plants. Fixed costs seem generally in line with
peers."
S&P said, "Given New Haven's older age and heat rate of 13,300
Btu/kWh, we don't expect it to run or earn energy margins in our
base case. As a result, operating risk is mitigated for that plant
in our view. We expect the project to maintain high availability so
that it can generate power when called upon by the system
operator.
"Leverage is conservative compared withother power projects we
rate.The minimum DSCR of 1.82x is a key component of the 'BB-'
rating. This minimum DSCR occurs in March 2023 and is significantly
affected by capex expectations that are much higher than average.
Post March 2023, we expect the DSCRs will improve to over 2x,
absent changes in current market expectations. DSCRs will average
about 2.9x in our base-case scenario. Including the term loan B and
term loan C, pro forma for the transaction there will be about
$200/kW of senior secured debt at the project.
"The project's conservative leverage and liquidity, including the
revolver, term loan C and debt service reserve account (DSRA), also
supports the rating because we think this structure will allow the
project to navigate our downside scenario for an extended period of
time.
Regulatory risk affects these plants and environmental, social, and
governance (ESG)-related headwinds could accelerate for fossil fuel
plants. Regulatory momentum is more supportive of renewable
generation when compared with fossil fuel-fired plants at both the
federal and regional levels. This affects our view of the portfolio
in several ways. First, governmental incentives and subsidies to
build renewables and increased renewable generation as a percentage
of the supply mix could make these plants less competitive over
time.S&P Said, "We consider this when estimating asset lives,
capacity factors, and prices over the long term for these plants.
For example, the plans to develop significant offshore wind
generation in both New England and New York could affect pricing
and make gas-fired plants less likely to dispatch. We also think
renewable and clean technologies are advancing in terms of
cost-competitiveness, which could lead to accelerated renewable
penetration. Second, opposition to natural gas and other fossil
fuels has taken several shapes and could increase over time, driven
largely by public appetites. We've recently seen opposition to new
pipelines and other gas-focused projects, which have made new
fossil fuel infrastructure difficult to build. This has a positive
aspect as well for the portfolio, given that it provides a barrier
to entry for would-be direct competitors. On the other hand, we
think there is some potential for new or steeper environmental
regulations that focus on emissions and could make gas-fired plants
less profitable over time."
S&P said, "The stable outlook reflects our view that Generation
Bridge II's operational and financial performance will remain
aligned with our expectations and the portfolio will generate
sufficient cash flows through its life to pay debt service
obligations. Under our base-case scenario, we forecast a minimum
DSCR of 1.82x through its asset life. Our forecast for term loan B
debt outstanding at maturity in 2029 is about $110 million.
"We could consider a negative rating action on the secured debt if
the minimum forecasted DSCR falls below 1.4x in any period of our
forecast."
This could stem from:
-- Weaker realized spark spreads or capacity prices that are lower
than our internal assumptions for delivery year 2023-2024 and
beyond;
-- Unplanned outages that significantly reduce generation; or
-- Gas plants become economically disadvantaged and capacity
factors at Bethlehem and Bridgeport 5 fall materially.
S&P could also consider a downgrade if the expected debt
outstanding at maturity is materially higher than $110 million.
S&P said, "We could consider a positive rating action if we believe
the project's DSCRs will remain above 2x in all years of our
forecast, while expectations for debt outstanding at maturity is
materially below $110 million. This could stem from secular
improvements in New York and New England that positively influence
the power and capacity prices for an extensive period compared to
our current base case, steady operational performance, combined
with our view that its natural gas feedstock access will maintain
its relative advantage."
GESTURETEK SYSTEMS: Winning Brands Nears Acquisition of Assets
--------------------------------------------------------------
Winning Brands Corporation has moved closer to completing its
acquisition of the assets and immersive gesture control business of
GestureTek Systems Inc.
The Ontario Superior Court of Justice has granted a motion on May
19 to order and approve the acquisition.
Winning Brands Corporation is the purchaser of assets and rights
that became available in the matter of the earlier bankruptcy of
GestureTek Systems Inc of Toronto. The approval and vesting order
is subject to a 10-day appeal period, following which a court
appointed receiver will have responsibility to deliver to Winning
Brands Corporation a Receiver's Certificate confirming the
performance of certain procedural details, after which the
transaction shall be declared closed.
GestureTek's technology has been at the leading edge of innovation
in touchless immersive gesture control of a wide array of computer
display systems serving people across many industries. The brand is
well known and respected in the gesture control market, and enjoys
a large commercial customer base worldwide. An brief overview of
GestureTek's award-winning history in medical and other sectors can
be seen here: http://www.GestureTekHealth.com/ Abundant video
resources are also available here: https://vimeo.com/GestureTek
Winning Brands CEO, Eric Lehner, comments, "I thank the other
parties to this transaction for their cooperation and goodwill in a
complex exercise. Intellectual property involves considerable
expertise. Winning Brands looks forward to servicing all existing
and new clients of GestureTek's technology and services, with the
help of the dedicated GestureTek team, supported by our 3rd party
service providers. More information will be forthcoming to
shareholders and to our marketplace soon. We have major positive
initiatives in the pipeline for the GestureTek brand to become
better than ever. This is great news for GestureTek customers."
About Winning Brands Corporation
Winning Brands (OTC PINK:WNBD) -- http://www.WinningBrands.com/--
has been a manufacturer of record of a variety of environmentally
oriented consumer products. Winning Brands indicated in its public
communications that it seeks to enhance shareholder value by
curating additional business ventures with broader scope, including
the launch of a Tech Division. This Tech Division will be the new
headquarters for GestureTek brand planning, in cooperation with the
many people who have an interest in the GestureTek presence and
growth in the industry.
GEX MANAGEMENT: Delays Filing of First Quarter Form 10-Q
--------------------------------------------------------
GEX Management, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its
Quarterly Report on Form 10-Q for the period ended March 31, 2022.
The Company was unable to file its Quarterly Report by the
prescribed date of May 16, 2022, without unreasonable effort or
expense, because the Company needs additional time to complete
certain disclosures and analyses to be included in the Report. In
accordance with Rule 12b-25 promulgated under the Securities
Exchange Act of 1934, as amended, the Company intends to file the
Report on or prior to the fifth calendar day following the
prescribed due date.
About GEX Management
GEX Management -- http://www.gexmanagement.com-- is a management
consulting company providing Strategy and Enterprise Technology
Consulting solutions to public and private companies across a
variety of industry sectors. GEX Management is strategically
purposed to provide tailored business service products and services
to its clients.
GEX Management reported a net loss of $224,947 in 2020, a net loss
of $100,200 in 2019, and a net loss of $5.10 million in 2018. As
of Sept. 30, 2021, the Company had $3.25 million in total assets,
$4.99 million in total liabilities, and a total shareholders'
deficit of $1.74 million.
GOPHER COURIER: Wins Cash Collateral Access Thru June 17
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Gopher Courier Service, Inc. to use cash collateral on
the same terms and conditions as the prior order authorizing use of
cash collateral, through June 17, 2022.
A further hearing on the matter is scheduled for June 17 at 11
a.m., via Zoom video conference.
A copy of the order is available at https://bit.ly/3lTD99O from
PacerMonitor.com.
About Gopher Courier Service
Gopher Courier Services, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. Mass. Case No. 21-40929) on Dec. 24, 2021,
disclosing as much as $1 million in both assets and liabilities.
Judge Elizabeth D. Katz oversees the case.
The Debtor is represented by Robert W. Kovacs Jr., Esq., at Kovacs
Law, P.C.
GREAT WESTERN: Fitch Withdraws B- LongTerm Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has withdrawn Great Western Petroleum, LLC's (GWP)
Long-Term Issuer Default Rating (IDR) of 'B-'/'RWP'. It has also
withdrawn GWP's senior secured second lien notes rating of
'B-'/'RR4' 'RWP'.
Fitch is withdrawing the GWP's ratings as they have been
successfully acquired by PDC Energy Inc. (PDC; not rated), their
outstanding debt has been repaid and they no longer exist.
Accordingly, Fitch will no longer provide ratings or analytical
coverage.
KEY RATING DRIVERS
Close of Acquisition: On May 6, 2022 PDC closed its acquisition of
GWP. In connection with the closing, GWP terminated all commitments
and repaid all amounts owing under its revolving credit facility.
GWP also irrevocably deposited in trust an amount sufficient to pay
and discharge on May 20, 2022 GWP's 12% senior secured second lien
notes.
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.
DEBT RATING PRIOR
---- ------ -----
Great Western LT IDR WD Withdrawn B-
Petroleum, LLC
senior secured LT WD Withdrawn B-
GROWLIFE INC: Incurs $610K Net Loss in First Quarter
----------------------------------------------------
GrowLife, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $609,077
on $860,356 of net revenue for the three months ended March 31,
2022, compared to a net loss of $2.88 million on $1.67 million of
net revenue for the three months ended March 31, 2021.
As of March 31, 2022, the Company had $3.56 million in total
assets, $9.16 million in total current liabilities, $243,929 in
total long- term liabilities, and a total stockholders' deficit of
$5.85 million.
As of March 31, 2022, the Company had an accumulated deficit of
$161 million, cash and cash equivalents of $449,000 and a working
capital deficit of $2,042,000, excluding derivative liability,
convertible debt, acquisition costs payable in stock and right of
use liability. Net cash used in operating activities was $166,000
for the three months ended March 31, 2022.
The Company believes that its cash on hand will be sufficient to
fund its operations until July 31, 2022. The majority of the
Company's cash is currently held at EZ-CLONE and as a result of the
ongoing litigation with EZ-CLONE Founder's, such cash is not
accessible for general corporate use.
Growlife said, "To fund further GrowLife operations, we will need
to raise additional capital. We may obtain additional financing in
the future through the issuance of its common stock, or through
other equity or debt financings. Our ability to continue as a
going concern or meet the minimum liquidity requirements in the
future is dependent on its ability to raise significant additional
capital, of which there can be no assurance. If the necessary
financing is not obtained or achieved, we will likely be required
to reduce its planned expenditures, which could have an adverse
impact on the results of operations, financial condition and our
ability to achieve its strategic objective. There can be no
assurance that financing will be available on acceptable terms, or
at all. The financial statements contain no adjustments for the
outcome of these uncertainties. These factors raise substantial
doubt about our ability to continue as a going concern and have a
material adverse effect on our future financial results, financial
position and cash flows."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1161582/000165495422007371/phot_10q.htm
About GrowLife
GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- focuses on
functional mushroom business opportunities. The Company sees a
growing market, intends to service its existing distribution
channel and will build on opportunities in the medicinal mushroom
industry.
GrowLife reported a net loss of $5.47 million for the year ended
Dec. 31, 2021, compared to a net loss of $6.38 million for the year
ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $4.11
million in total assets, $9.71 million in total current
liabilities, $335,222 in total long term liabilities, and a total
stockholders' deficit of $5.93 million.
Irvine, Calif.-based Macias Gini & O'Connell LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated May 16, 2022, citing that the Company has suffered
recurring losses from operations, incurred negative cash flows from
operating activities, and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.
GWG HOLDINGS: Vernon Advises Buyers of Bonds Sold by Corinthian
---------------------------------------------------------------
Vernon Litigation Group, based in Naples, Florida is representing
investors with holdings in GWG Bonds sold by Corinthian Partner,
LLC.
GWG issued billions in high yield bonds sold through 145
independent broker-dealers. In January, GWG announced that it was
pausing income payments to bond holders and freezing redemptions.
In April, GWG Holdings filed for bankruptcy protection leaving its
bondholders with little hope. Since 2015, GWG was funding cash flow
needs by issuing new debt. Brokerage firms such as Corinthian
Partners, and others, should have known that this investment was
doomed to fail and stopped selling GWG bonds.
NASD Notice to Members 04-30 governs the sale of bonds and bond
funds such as GWG's Bonds. FINRA members are obligated to conduct
the following steps when selling such bonds to investors:
-- Understanding the terms, conditions, risks, and rewards of
bonds and bond funds they sell (performing a reasonable-basis
suitability analysis);
-- Making certain that a particular bond or bond fund is
appropriate for a particular customer before recommending it to
that customer (performing a customer-specific suitability
analysis);
-- Providing a balanced disclosure of the risks, costs, and
rewards associated with a particular bond or bond fund, especially
when selling to retail investors; and
-- Adequately training and supervising employees who sell bonds
and bond funds.
Vernon Litigation Group's clients have suffered significant damages
as a result of sales deficiencies laid out in NTM 04-30. Vernon
said had its clients been provided balanced disclosures by the
firm, the investments into GWG's Bonds could have been avoided.
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 and affiliates sought Chapter 11 bankruptcy protection
(Bankr. S.D. Texas Lead 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 cases are 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
HAWAIIAN HOLDINGS: All Three Proposals Passed at Annual Meeting
---------------------------------------------------------------
Hawaiian Holdings, Inc. held its 2022 Annual Meeting of
Stockholders at which the stockholders:
(1) elected Earl E. Fry, Lawrence S. Hershfield, C. Jayne
Hrdlicka, Peter R. Ingram, Randall L. Jenson, Michael E. McNamara,
Crystal K. Rose, and Richard N. Zwern as directors;
(2) ratified Ernst & Young LLP as the Company's independent
registered public accounting firm for the fiscal year ending Dec.
31, 2022; and
(3) approved, on an advisory basis, the compensation of the
Company's named executive officers, as described in the 2022 Proxy
Statement.
As of the date of the election of directors, the Board of Directors
of the Company is comprised of Earl E. Fry, Lawrence S. Hershfield,
C. Jayne Hrdlicka, Peter R. Ingram, Randall L. Jenson, Michael E.
McNamara, Crystal K. Rose, Richard N. Zwern, Mark D. Schneider,
William S. Swelbar and Duane E. Woerth.
EETC Redemption
On May 24, 2022, Hawaiian Airlines, Inc., a wholly owned subsidiary
of the Company, gave notice to Wilmington Trust, National
Association, as mortgagee and as holder of the Equipment Notes,
that it has elected to redeem all of its outstanding Series A
Equipment Notes and Series B Equipment Notes (in the aggregate
principal amount of $179,621,157.49 and $32,340,518.53,
respectively) issued on Aug. 5, 2020. The Equipment Notes will be
redeemed on June 23, 2022 in whole at a redemption price equal to
100% of the unpaid original amount thereof, together with accrued
interest thereon to the date of redemption, and all other secured
obligations (other than related secured obligations) owed or then
due and payable to the note holders plus make-whole amount, if any,
to be calculated pursuant to the Trust Indentures and Mortgages,
each dated Aug. 5, 2020, under which the Equipment Notes were
issued.
Advisor Agreement
As previously reported in the Current Report on Form 8-K filed by
the Company on April 1, 2022, Donald J. Carty retired from the
Board, effective May 18, 2022. Upon Mr. Carty's retirement from
the Board, the Company and Mr. Carty entered into an advisor
agreement for a term of one year, pursuant to which Mr. Carty will
serve as an advisor to the Company and the Board on general
strategic and business matters. The advisor agreement may be
terminated by either party with 30 days' notice.
About Hawaiian Holdings
Hawaiian Holdings, Inc.'s primary asset is sole ownership of all
issued and outstanding shares of common stock of Hawaiian Airlines,
Inc. The Company is engaged in the scheduled air transportation of
passengers and cargo amongst the Hawaiian Islands (the Neighbor
Island routes) and between the Hawaiian Islands and certain cities
in the United States (the North America routes together with the
Neighbor Island routes, the Domestic routes), and between the
Hawaiian Islands and the South Pacific, Australia, New Zealand and
Asia (the International routes), collectively referred to as its
Scheduled Operations.
Hawaiian Holdings reported a net loss of $144.77 million for the
year ended Dec. 31, 2021, a net loss of $510.93 million for the
year ended Dec. 31, 2020, and net income of $223.98 million for the
year ended Dec. 31, 2019. As of March 31, 2022, the Company had
$4.49 billion in total assets, $1.21 billion in total current
liabilities, $1.67 billion in long-term debt, $1.19 billion in
other liabilities and deferred credits, and $422.09 million in
total shareholders' equity.
HEALTHMYNE INC: Seeks to Tap Michael Best & Friedrich as Counsel
----------------------------------------------------------------
HealthMyne, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of Wisconsin to employ Michael Best &
Friedrich, LLP as its bankruptcy counsel.
The firm will render these legal services:
(a) advise and assist the Debtor regarding its rights, duties,
and powers;
(b) advise the Debtor on the conduct of this Chapter 11 case;
(c) attend meetings and negotiate with representatives of
creditors and other parties-in-interest;
(d) prosecute actions on behalf of the Debtor, defend actions
commenced against the Debtor, and represent its interests in
negotiations concerning litigation in which it is involved;
(e) prepare pleadings in connection with this Chapter 11
case;
(f) advise the Debtor in connection with and assist in the
negotiation and documentation of financing arrangements and related
transactions, contracts, commercial transactions, and any potential
sale of assets;
(g) assist the Debtor on licensing, regulatory, tax and other
governmental matters;
(h) appear before the court to represent the interests of the
Debtor's estate;
(i) assist the Debtor in preparing, negotiating and
implementing a plan, and advise the Debtor with respect to any
rejection of a plan and reformulation of a plan, if necessary; and
(j) perform all other necessary or appropriate legal services
for the Debtor in connection with the prosecution of this Chapter
11 case.
The hourly rates of the firm's counsel and staff are as follows:
Justin M. Mertz, Partner $495
Other Partners $310 - $650
Ryan A. Baggs, Associate $350
Associate & Non-Partner Attorneys $215 - $570
Paralegals $185 - $320
Non-Attorneys & Paraprofessionals $100 - $260
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received a retainer of $50,000
from the Debtor.
Justin Mertz, Esq., a partner at Michael Best & Friedrich,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Justin M. Mertz, Esq.
Michael Best & Friedrich LLP
790 N. Water Street, Suite 2500
Milwaukee, WI 53202
Telephone: (414) 271-6560
Facsimile: (414) 277-0656
Email: jmmertz@michaelbest.com
About HealthMyne Inc.
HealthMyne, Inc. provides end-to-end radionomic data management and
analysis. It was founded in 2013 and is headquartered in Madison,
Wisconsin.
HealthMyne sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wis. Case No. 22-10780) on May 15,
2022. In the petition signed by Rose Higgins, authorized person,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Catherine J. Furay oversees the case.
Justin M. Mertz, Esq., at Michael Best and Friedrich, LLP is the
Debtor's counsel.
HOUSTON AMERICAN: Incurs $166K Net Loss in First Quarter
--------------------------------------------------------
Houston American Energy Corp. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $165,560 on $423,820 of oil and gas revenue for the
three months ended March 31, 2022, compared to a net loss of
$268,476 on $328,488 of oil and gas revenue for the three months
ended March 31, 2021.
As of March 31, 2022, the Company had $10.71 million in total
assets, $476,866 in total liabilities, and $10.23 million in total
shareholders' equity.
The Company believes that it has the ability to fund, from cash on
hand, its operating costs and anticipated drilling operations for
at least the next twelve months following the issuance of these
financial statements.
The actual timing and number of wells drilled during 2022 will be
principally controlled by the operators of the Company's acreage,
based on a number of factors, including but not limited to
availability of financing, performance of existing wells on the
subject acreage, energy prices and industry condition and outlook,
costs of drilling and completion services and equipment and other
factors beyond the Company's control or that of its operators.
In the event that the Company pursues additional acreage
acquisitions or expands its drilling plans, the Company may be
required to secure additional funding beyond its resources on hand.
While the Company may, among other efforts, seek additional funding
from "at-the-market" sales of common stock, and private sales of
equity and debt securities, it presently does not have any
commitments to provide additional funding, has less than 1 million
shares of common stock available to support capital raising efforts
and there can be no assurance that the Company can secure the
necessary capital to fund its share of drilling, acquisition or
other costs on acceptable terms or at all. If, for any reason, the
Company is unable to fund its share of drilling and completion
costs, it would forego participation in one or more of such wells.
In such event, the Company may be subject to penalties or to the
possible loss of some of its rights and interests in prospects with
respect to which it fails to satisfy funding obligations and it may
be required to curtail operations and forego opportunities.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1156041/000149315222013809/form10-q.htm
About Houston American Energy
Based in Houston, Texas, Houston American Energy Corp. is a
publicly-traded independent energy company with interests in oil
and natural gas wells, minerals and prospects. The company's
business strategy includes a property mix of producing and
non-producing assets with a focus on the Permian Basin in Texas,
Louisiana and Columbia.
Houston American reported a net loss of $2.51 million for the year
ended Dec. 31, 2019, and a net loss of $4.04 million for the year
ended Dec. 31, 2018. As of June 30, 2021, the Company had $11.15
million in total assets, $443,622 in total liabilities, and $10.71
million in total shareholders' equity.
HOYOS INTEGRITY: Seeks to Tap Stout Capital as Investment Banker
----------------------------------------------------------------
Hoyos Integrity Corporation seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Stout Capital, LLC as
its investment banker.
Stout Capital will render these services:
(a) assist the Debtor in the development and distribution of
selected information, documents and other materials;
(b) assist the Debtor in evaluating indications of interest
and proposals regarding any transaction(s) from current and/or
potential lenders, equity investors, acquirers and/or strategic
partners;
(c) assist the Debtor with the negotiation of any
transaction(s);
(d) provide expert advice and testimony regarding financial
matters related to any transaction(s), if necessary;
(e) attend meetings of the Debtor's board of directors,
creditor groups, official constituencies and other interested
parties; and
(f) provide such other financial advisory and investment
banking services as may be required by additional issues and
developments not currently anticipated.
Stout Capital will be compensated as follows:
(a) an initial fee of $45,000;
(b) a monthly fee of $25,000;
(c) a restructuring transaction fee of $500,000;
(d) a sale transaction fee of 3 percent for Aggregate Gross
Consideration (AGC) up to $100 million and 2 percent for AGC in
excess of $100 million; and
(e) a financing transaction fee.
Ann Miller, a member of Stout Capital, disclosed in a court filing
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ann Miller
Stout Capital, LLC
120 West 45th Street, Suite 2900
New York, NY 10036
Telephone: (212) 400-7299
Facsimile: (866) 430-6183
Email: amiller@stout.com
About Hoyos Integrity Corporation
Hoyos Integrity Corporation is an information technology company
that specializes in the fields of mobile, security, and
technology.
Hoyos Integrity sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 22-10365) on Apr. 21,
2022. In the petition signed by Frank Tobin, president, the Debtor
disclosed up to $10 million in estimated assets and up to $50
million in estimated liabilities.
Judge Mary F. Walrath oversees the case.
Raymond H. Lemisch, Esq., at Klehr Harrison Harvey Branzburg, LLP
and Stout Capital, LLC serve as the Debtor's legal counsel and
investment banker, respectively.
IMAGEWARE SYSTEMS: Reports $2.7 Million Net Loss for First Quarter
------------------------------------------------------------------
Imageware Systems, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.70 million on $845,000 of revenue for the three months ended
March 31, 2022, compared to a net loss of $1.89 million on $733,000
of revenue for the three months ended March 31, 2021.
As of March 31, 2022, the Company had $5.73 million in total
assets, $14.21 million in total liabilities, $10.48 million in
mezzanine equity, and a total shareholders' deficit of $18.96
million.
At March 31, 2022 and Dec. 31, 2021, the Company had negative
working capital of $10,289,000 and $8,046,000, respectively. Its
principal source of liquidity at March 31, 2022 and Dec. 31, 2021
consisted of cash and cash equivalents of $832,000 and $1,202,000,
respectively. At May 20, 2022, cash on hand approximated $215,000,
with an additional $342,000 available under the existing Credit
Facility at the Lender's discretion. No assurances can be given
that the Lenders will advance the additional $342,000 under the
Credit Facility.
Imageware said "Considering the financings consummated in 2021 and
2022, as well as our projected cash requirements, and assuming we
are unable to generate incremental revenue, our available cash is
insufficient to satisfy our cash requirements. These factors raise
substantial doubt about our ability to continue as a going concern.
To address our working capital requirements, management is actively
seeking additional equity and/or debt financing through the
issuance of additional debt and/or equity securities and is
contemporaneously seeking strategic or other transactions intended
to increase shareholder value. There are currently no formal
committed financing arrangements to support our projected cash
shortfall during the next twelve months, including commitments to
purchase additional debt and/or equity securities, or other
agreements, and no assurances can be given that we will be
successful in raising additional capital through the issuance of
debt and/or equity securities, or entering into any other
transaction that addresses our ability to continue as a going
concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/941685/000185173422000293/iwsy20220331_10q.htm
About ImageWare Systems
Headquartered in San Diego, CA, ImageWare Systems, Inc. --
http://www.iwsinc.com-- provides defense-grade biometric
identification and authentication for access to data, products,
services or facilities. The Company's products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses and access control credentials.
As of Dec. 31, 2021, the Company had $6.32 million in total assets,
$12.65 million in total liabilities, $8.76 million in mezzanine
equity, and a total shareholders' deficit of $15.09 million.
Irvine, California-based Baker Tilly US, LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 14, 2022, citing that the Company has suffered
recurring losses from operations, has a net capital deficiency, and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
INNOVA INDUSTRIAL: Seeks to Hire Batista Law Group as Counsel
-------------------------------------------------------------
Innova Industrial Contractor Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ The
Batista Law Group, PSC as its bankruptcy counsel.
The Debtor requires a legal counsel to represent its interest in
this Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Jesus E. Batista Sanchez, Esq. $275
Associates $225
Paralegals $100
Jesus Batista Sanchez, Esq., the principal of The Batista Law
Group, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Jesus E. Batista Sanchez, Esq.
The Batista Law Group, PSC
P.O. Box 191059
San Juan, PR 00919
Telephone: (787) 620-2856
Facsimile: (787) 777-1589
Email: jeb@batistasanchez.com
About Innova Industrial Contractor
Innova Industrial Contractor Inc. filed for Chapter 11 protection
(Bankr. D.P.R. Case No. 22-01375) on May 16, 2022, listing under $1
million in both assets and liabilities. Gabriel Gonzalez,
president, signed the petition. Jesus E. Batista Sanchez, Esq., at
The Batista Law Group, PSC serves as the Debtor's counsel.
ION GEOPHYSICAL: Receives NYSE Delisting Notice
-----------------------------------------------
ION Geophysical Corporation on May 18 disclosed that is has
received a notice from the New York Stock Exchange that the staff
of NYSE Regulation has determined to commence proceedings to delist
the common stock of ION Geophysical Corporation (the "Company") --
ticker symbol IO -- from the Exchange. NYSE Regulation reached its
decision to delist the common stock pursuant to Listed Company
Manual Section 802.01B, because the Company had fallen below the
NYSE's continued listing standard requiring listed companies to
maintain a minimum average global market capitalization over a
consecutive 30 trading day period of at least $15 million. Trading
in the Company's common stock was suspended after market close on
the NYSE on May 18, 2022.
The Company expects that the Company's common stock will be quoted
on the OTC Expert MarketSM.
About ION Geophysical Corp.
Headquartered in Houston, Texas, ION (NYSE: IO) --
http://www.iongeo.com/-- is an innovative, asset light global
technology company that delivers powerful data-driven
decision-making offerings to offshore energy, ports and defense
industries. The Company is entering a fourth industrial revolution
where technology is fundamentally changing how decisions are made.
The Company provides its services and products through two business
segments -- E&P Technology & Services and Operations Optimization.
Ion Geophysical Corp. and its affiliates sought Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 22-30987) on
April 12, 2022. In the petition filed by Mike Morrison, as
authorized signatory, Ion Geophysical estimated assets between $10
million and $50 million and estimated liabilities between $100
million and $500 million. The cases are assigned to Honorable
Judge Bankruptcy Judge Christopher M. Lopez.
WINSTON & STRAWN LLP, is the Debtor's counsel. FTI CONSULTING,
INC., is the financial consultant and PERELLA WEINBERG PARTNERS LP
is the investment banker. EPIQ CORPORATE RESTRUCTURING, LLC is the
claims agent.
IONIX TECHNOLOGY: Incurs $438K Net Loss in Third Quarter
--------------------------------------------------------
Ionix Technology, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $437,797 on $2.06 million of revenues for the three months ended
March 31, 2022, compared to a net loss of $115,594 on $3.16 million
of revenues for the three months ended March 31, 2021.
For the nine months ended March 31, 2022, the Company reported a
net loss of $1.08 million on $10.55 million of revenues compared to
a net loss of $1 million on $9.10 million of revenues for the nine
months ended March 31, 2021.
As of March 31, 2022, the Company had $20.95 million in total
assets, $8.35 million in total liabilities, and $12.60 million in
total stockholders' equity.
The Company had an accumulated deficit of $1,220,150 as of March
31,2022. The Company incurred loss from operation and did not
generate sufficient cash flow from its operating activities for the
nine months ended March 31,2022. The Company said these factors,
among others, raise substantial doubt about its ability to continue
as a going concern.
The Company plans to rely on the proceeds from loans from both
unrelated and related parties to provide the resources necessary to
fund the development of the business plan and operations. The
Company is also pursuing other revenue streams which could include
strategic acquisitions or possible joint ventures of other business
segments. However, no assurance can be given that the Company will
be successful in raising additional capital.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1528308/000121465922007314/i51122210q.htm
About Ionix Technology
Ionix Technology, Inc. (formerly known as Cambridge Projects Inc.),
a Nevada corporation, was formed on March 11, 2011. The Company
was originally formed to pursue a business combination through the
acquisition of, or merger with, an operating business. Since
January 2016, the Company has shifted its focus to becoming an
aggregator of energy cooperatives to achieve optimum price and
efficiency in creating and producing technology and products that
emphasize long life, high output, high energy density, and high
reliability. By and through its wholly owned subsidiary, Well Best
and the indirect subsidiaries, Baileqi Electronics, Lisite Science,
Welly Surplus, Fangguan Photoelectric, Fangguan Electronics and
Shizhe New Energy, the Company has commenced its main operations of
high-end intelligent electronic equipment and photoelectric display
products, became the New energy service provider and IT solution
provider, which are in the new-type rising industries.
Ionix Technology reported a net loss of $406,607 for the year ended
June 30, 2021, compared to a net loss of $277,668 for the year
ended June 30, 2020. As of June 30, 2021, the Company had $21.74
million in total assets, $9.89 million in total liabilities, and
$11.85 million in total stockholders' equity.
JOHNSON & JOHNSON CONSTRUCTION: Case Summary & 8 Unsec. Creditors
-----------------------------------------------------------------
Debtor: Johnson & Johnson Construction Company Corp.
1035 NW 127th St
Miami, FL 33168
Chapter 11 Petition Date: May 30, 2022
Case No.: 22-14226
Court: United States Bankruptcy Court
Southern District of Florida
Judge: Hon. Robert A. Mark
Debtor's Counsel: Brian K. McMahon, Esq.
BRIAN K. MACMAHON, PA ON BEHALF OF
FL RURAL LEGAL SERVICES
1401 Forum Way
6th Floor
West Palm Beach, FL 33401
Tel: 561-478-2500
Email: briankmcmahon@gmail.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Atravia Johnson as president.
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/VUZJYPI/Johnson__Johnson_Construction__flsbke-22-14226__0001.0.pdf?mcid=tGE4TAMA
KINTARA THERAPEUTICS: Head of Strategic Partnerships Steps Down
---------------------------------------------------------------
Kintara Therapeutics, Inc. and Saiid Zarrabian, the Company's Head
of Strategic Partnerships and a member of the Board of Directors of
the Company, mutually agreed that Mr. Zarrabian would step down
from his role as Head of Strategic Partnerships and as a member of
the Board, effective as of May 23, 2022 to pursue other
opportunities. The Company stated Mr. Zarrabian's separation was
not the result of any disagreements with the Company relating to
the Company's operations, policies or practices.
In connection with Mr. Zarrabian's separation from the Company, on
May 20, 2022, the Company and Mr. Zarrabian entered into a
separation and general release agreement. The Separation Agreement
provides, among other things, for Mr. Zarrabian to receive the
following:
* continued payments of nine months of his annual base salary,
equal to the sum of $213,750, commencing on the first regular
payroll date that is after the Separation Date and paid in
installments in accordance with the Company's regular payroll
practices;
* a one-time bonus payment of $24,826.67 in connection with his
service as the Company's Head of Strategic Partnerships to be paid
on the Separation Date;
* reimbursement of healthcare coverage payments for a period of
up to nine months following the Separation Date;
* continued payments of life insurance premiums for a period of
up to nine months following the Separation Date; and
* an additional six months of service vesting credit for each of
his stock options outstanding as of the Separation Date, and all of
his vested stock options, including any options so accelerated,
remaining exercisable for up to a nine-month period measured from
the Separation Date (or earlier expiration of the option's term).
The Separation Agreement further provides for general release and
non-disparagement provisions in favor of the Company. In addition,
Mr. Zarrabian will be subject to non-solicitation provisions, which
will apply for a period of twelve months following the Separation
Date.
About Kintara
Located in San Diego, California, Kintara (formerly DelMar
Pharmaceuticals) is dedicated to the development of novel cancer
therapies for patients with unmet medical needs. Kintara is
developing two late-stage, Phase 3-ready therapeutics for clear
unmet medical needs with reduced risk development programs. The two
programs are VAL-083 for GBM and REM-001 for CMBC.
Kintara reported a net loss of $38.30 million for the year ended
June 30, 2021, compared to a net loss of $9.13 million for the year
ended June 30, 2020. As of March 31, 2022, the Company had $12.80
million in total assets, $3.41 million in total liabilities, and
$9.39 million in total stockholders' equity.
San Francisco, CA-based Marcum LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
Sept. 28, 2021, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
KRONOS WORLDWIDE: Fitch Affirms 'B+' LongTerm IDRs, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings of
Kronos Worldwide Inc. (Kronos) and its wholly-owned subsidiary,
Kronos International, Inc. at 'B+'. Fitch has also affirmed the
issue ratings of Kronos International Inc.'s senior secured notes
at 'BB'/'RR2' and of the $225 million senior secured asset-backed
lending (ABL) facility at 'BB+'/'RR1'. The Rating Outlook remains
Stable.
Kronos' ratings reflect its strong liquidity position, conservative
financial policy and low capex requirements. The company's exposure
to the cyclical titanium dioxide (TiO2) industry introduces cash
flow variability. While Fitch expects TiO2 pricing to potentially
peak in 2022, Kronos' position as a top tier North American
producer and an increased usage of value stabilization contracts in
the industry are projected to mitigate the extent of the expected
period of normalization and preserve the company's
neutral-to-positive FCF profile. With LTM 1Q22 net debt/EBITDA of
0.3x, Kronos benefits from considerable financial flexibility.
The Stable Outlook reflects Fitch's expectations for total
debt/EBITDA to trend around 2.0x over the forecast horizon,
supported by solid EBITDA generation. Although Kronos' financial
profile is generally consistent with 'BB' category rating
tolerances, a positive rating action is unlikely without material
increases in size, scale, diversification or structural
improvements in the TiO2 industry outlook.
KEY RATING DRIVERS
Peaking TiO2 Pricing and Demand: Fitch expects currently elevated
pricing for higher quality chloride and sulfate grade TiO2 to peak
in 2022, driven by expectations for moderating demand stemming from
lower global construction activity, and impacts from ramped up
China capacity. Fitch notes that Kronos' position as a top tier
North American producer, coupled with an increasing usage of value
stabilization contracts in the industry and the presence of tariffs
against Chinese imports to mitigate the extent of the expected
period of normalization.
Kronos generated strong rebounds in revenue and Operating EBITDA of
18% and 32%, y/y respectively in 2021, as large North American
producers demonstrated an adequate ability to pass through rising
inputs costs amid tight global feedstock supply levels. Fitch
projects moderating feedstock costs and weakening macroeconomic
growth (specifically in Europe and Asia, which account for 46% and
10% of Kronos' 2021 sales volumes, respectively) to lead to roughly
flat earnings growth for Kronos over the medium term.
Elevated Feedstock Costs: While Kronos realized higher ore and
energy costs in 2021, the issuer still expanded EBITDA margins by
about 1.3% y/y due to a demonstrated ability to pass through cost
inflation to customers. Fitch anticipates Kronos' margins to
moderate towards 11% over the medium term, given the expectations
for feedstock cost inflation to normalize coupled with lower
pricing. Kronos purchases its chloride-grade feedstock on the open
market but is able to offset some of its third-party exposure
through its ilmenite mines in Norway, which supply nearly all of
its European sulfate needs. Fitch estimates Kronos is exposed to
third-party feedstock suppliers for at least 75% of its feedstock
requirements.
Modest Net Debt: Fitch views Kronos' current net debt as modest
when compared with Fitch's view of a normalized operating EBITDA
for the company. Leverage is forecast to trend around 2.0x, or
0.5x-1.0x on a net debt basis, through the forecast period on a
return to a more normalized operating environment. The company's
upcoming maturity payments are very light, averaging roughly $1
million per year until the notes are due in 2025. Fitch expects
Kronos will be able to favorably refinance its secured notes prior
to its maturity date in 2025.
Limited Diversification: Kronos is a pure-play pigment producer
that has no other business segments to act as a buffer in periods
of volatility in the TiO2 industry. Fitch believes this exposure
adds cash flow risk to the company's credit profile, as its
financial results are highly dependent on the health of the pigment
market.
This concern is partially offset by Fitch's expectation that Kronos
maintains robust liquidity throughout the forecast. Kronos believes
it has leading market positions in both Europe and North America
but Fitch views the company as having limited ability to affect
global market dynamics. Fitch estimates the company's EBITDA
generation at its European plants was severely limited during the
2015-2016 downturn in TiO2 prices, despite management's indication
it is the largest TiO2 producer in Europe.
DERIVATION SUMMARY
Kronos' ratings reflect its relatively small size and limited
diversification compared with peers in the TiO2 segment, while
acknowledging its projected 2.0x leverage and neutral-to-positive
cash flow profile stemming from the long-term expected pricing
discipline within the TiO2 industry. Compared with industry leaders
The Chemours Co. and Tronox Ltd., Kronos has limited ability to
influence TiO2 supply dynamics and, as a pure-play pigment
producer, has no other business segments to act as a buffer if
periods of significant volatility in the TiO2 industry reappear.
However, Kronos' debt load is manageable, and Fitch calculated
gross leverage metrics are generally consistent with 'BB' category
or better rating tolerances, which helped offset its lack of
diversification during periods of cyclicality. Fitch believes the
company will maintain robust liquidity throughout the forecast and
that leverage will trend around 2.0x over the medium-term.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch's Rating Case for the Issuer:
-- Muted revenue growth over the medium-term, assuming moderating
TiO2 prices stemming from lower macroeconomic growth and
construction activity, and impacts from ramped up China
capacity;
-- EBITDA margins trend toward 11% resulting from lower pricing
and a normalization in energy and ore costs;
-- Capex of around $80 million in 2022 due to costs related to
expanding chlorine process production volumes in Germany,
before levelling to around $70 million annually thereafter;
-- Dividends of around $80 million annually.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes Kronos would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim. Fitch used a going-concern
EBITDA of $132 million to reflect what Fitch would view as a
mid-cycle amount in a post-bankruptcy scenario, which would likely
be around 2014/2016 levels. The 5.0x multiple acknowledges the
commoditized nature of Kronos' TiO2 products and its lack of
diversification.
Fitch expects Kronos draws approximately $190 million under its
ABL, representing about 85% of the full $225 million amount. This
is due to the likelihood the ABL borrowing base will be lessened in
a distressed scenario as the TiO2 pricing environment declines over
time, which would gradually reduce the borrowing base compared with
a lower-rated issuer that would more likely draw on its ABL sooner.
Under this scenario, Kronos' $225 million ABL and €400 million
secured note recoveries correspond to an 'RR1' and 'RR2',
respectively.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
A positive rating action is unlikely without material increases in
size, scale, diversification or structural improvements in the TiO2
industry outlook.
-- Increases in size, scale, or diversification leading to
improved mid-cycle EBITDA size or cost position;
-- Maintenance of current financial policies, leading to total
debt/EBITDA sustained below 3.0x and continued robust
financial flexibility;
-- A structurally improved sector outlook that results in EBITDA
margin resiliency and reduced FCF variability.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Structural deterioration in the TiO2 market leading to
expectations of negative FCF generation, weakened EBITDA
margins and reduced financial flexibility;
-- Total debt/EBITDA sustained above 4.0x;
-- Material debt-funded dividend payments or acquisition
activity.
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
Robust Liquidity: Kronos had $350 million of cash and cash
equivalents on its balance sheet, and full availability under its
$225 million global ABL revolver as of March 31, 2022. In an
extended period of stress, the company has the ability to cut its
dividend payment, and paired with modest capex requirements and a
light maturity schedule, Fitch believes the company will maintain
robust liquidity throughout the forecast period.
ISSUER PROFILE
Kronos Worldwide, Inc. is a pure-play TiO2 producer that Fitch
estimates to be the fifth largest producer of TiO2 in the world.
TiO2 is a pigment that imparts whiteness, brightness and opacity,
and is primarily used in the production of paints and coatings.
Historically, prices have tended to be volatile owing to TiO2's
commoditized characteristics, and the industry is extremely
sensitive to supply and demand imbalances.
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.
LIMETREE BAY: Reaches Chapter 11 OSHA Penalies Deal
---------------------------------------------------
Vince Sullivan of Law360 reports that the former owner of a St.
Croix oil refinery has received court approval for an agreement
with the Occupational Safety and Health Administration that
resolves a series of penalties assessed against debtor Limetree Bay
Refining before it commenced its Chapter 11 case.
U.S. Bankruptcy Judge David R. Jones signed an order Thursday, May
26, 2022, approving the stipulation between Limetree Bay and the U.
S. Department of Labor that will grant an allowed unsecured claim
of about $260,000 in favor of the regulatory agency on account of
the penalties. At a hearing late Thursday, May 26, 2022, Judge
Jones said he would approve the deal, which requires the
conditions.
About Limetree Bay
Limetree Bay Energy is a large-scale energy complex strategically
located in St. Croix, U.S. Virgin Islands. The complex consists of
Limetree Bay Refining, a refinery with peak processing capacity of
650 thousand barrels of petroleum feedstock per day, and Limetree
Bay Terminal, a 34-million-barrel crude and petroleum products
storage and marine terminal facility serving the refinery and
third-party customers.
Limetree Bay Refining, LLC, restarted operations in February 2021,
and is capable of processing around 200,000 barrels per day. Key
restart work at the site began in 2018, including the 62,000
barrels per day modern, delayed Coker unit, extensive
desulfurization capacity, and a reformer unit to produce clean,
low-sulfur transportation fuels. The restart project provided much
needed economic development in the U.S.V.I. and created more than
4,000 construction jobs at its peak.
Limetree Bay Refining, LLC and its affiliates sought Chapter 11
protection on July 12, 2021. The lead case is In re Limetree Bay
Services, LLC (Bankr. S.D. Texas Case No. 21-32351).
Limetree Bay Terminals, LLC did not file for bankruptcy.
In the petitions signed by Mark Shapiro, chief restructuring
officer, Limetree Bay Services disclosed up to $10 million in
assets and up to $50,000 in liabilities. Limetree Bay Refining
estimated up to $10 billion in assets and up to $1 billion in
liabilities.
The Debtors tapped Baker & Hostetler LLP as bankruptcy counsel,
Beckstedt & Kuczynski LLP as special counsel, and GlassRatner
Advisory & Capital LLC, doing business as B. Riley Advisory
Services, as restructuring advisor. Mark Shapiro of GlassRatner is
the Debtors' chief restructuring officer.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' cases on July 26, 2021.
Pachulski Stang Ziehl & Jones, LLP and Conway MacKenzie, LLC serve
as the committee's legal counsel and financial advisor,
respectively.
405 Sentinel, LLC serves as administrative and collateral agent for
the DIP lenders.
LOPSANG CONSTRUCTION: Seeks to Use $45,774 in Cash Collateral
-------------------------------------------------------------
Lopsang Construction Service, LLC asks the U.S. Bankruptcy Court
for the Middle District of Florida, Orlando Division, for authority
to use cash collateral on an emergency basis.
The cash collateral is comprised of the Debtor's cash in bank
accounts to be received from the continued sale and installation of
granite countertops, which may be encumbered by liens of certain
secured creditor, the U.S. Small Business Administration and ENGS
Commercial Finance Co.
As of the Petition Date, the Debtor estimates the value of its
current inventory at $10,000. Funds in its garnished bank account
exceed $108,000.
The Debtor require the use of approximately $45,774 of cash
collateral to continue operating its business for the next four
weeks and, depending on the month, a greater or lesser amount will
be required each comparable period thereafter. The Debtor will use
the cash collateral to pay utilities, pay suppliers and vendors,
and pay other ordinary course expenses to maintain its business,
including, but not limited to, payroll for its and employees.
* * *
At the Debtor's behest, the Court held an emergency preliminary
hearing to consider the Debtor's Emergency Motion to Use Cash
Collateral on May 27, 2022. At the hearing, the Court granted the
Debtor's Motion on an interim basis through June 30, 2022. The
Court will hold a continued hearing on June 30 at 1:30 p.m.
A copy of the motion and the Debtor's budget for June 2022 is
available at https://bit.ly/3MVHs04 from PacerMonitor.com.
The Debtor projects $108,000 in beginning cash and $35,774 in total
expenses.
About Lopsang Construction Service, LLC
Lopsang Construction Service, LLC sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
6:22-bk-01879) on May 25, 2022. In the petition filed by Angel G.
Arias, manager, the Debtor disclosed up to $500,000 in assets and
up to $1million in liabilities.
Justin M. Luna, Esq., at Lathan Luna Eden and Beaudine LLP is the
Debtor's counsel.
MALLINCKRODT PLC: Bondholders to Aid Ch. 11 Exit After Market Snub
------------------------------------------------------------------
Alexander Gladstone, Jonathan Randles and Soma Biswas of The Wall
Street Journal report that drugmaker Mallinckrodt PLC has obtained
support among unsecured bondholders to fund its exit from chapter
11 after a chilly reception from the leveraged credit market.
The Ireland-based company had been struggling to complete a
financing deal needed to emerge from bankruptcy and has been
working with Morgan Stanley to find investors. A $900 million loan
deal failed to gain traction with market participants, partly due
to concerns about investing in a company linked to opioid
production amid growing market sensitivity.
About Mallinckrodt PLC
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly-owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins, LLP and Richards, Layton &
Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes &
Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel;
Guggenheim Securities, LLC as investment banker; and AlixPartners,
LLP as restructuring advisor. Prime Clerk, LLC is the claims
agent.
The official committee of unsecured creditors retained Cooley, LLP,
as its legal counsel; Robinson & Cole, LLP as co-counsel; and
Dundon Advisers, LLC as financial advisor.
On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an
official committee of opioid-related claimants. The OCC tapped
Akin Gump Strauss Hauer & Feld, LLP as its lead counsel; Cole
Schotz as Delaware co-counsel; Province, Inc. as financial advisor;
and Jefferies, LLC as investment banker.
MATHESON FLIGHT: Court OKs Deal on Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Sacramento Division, approved the stipulation among Matheson Flight
Extenders, Inc. and Matheson Postal Services, Inc. and Bank of
America, N.A. and its affiliate, Banc of America Leasing & Capital
LLC, authorizing the Debtors to use cash collateral.
Matheson Flight Extenders, Inc. is authorized to use $4,608,728 in
cash collateral on an interim basis through June 17, 2022, in
accordance with the terms of the order.
Matheson Postal Services, Inc. is authorized to use $1,915,376 in
cash collateral on an interim basis through June 17, 2022, in
accordance with the terms of the order.
The Debtors will only use the cash collateral for working capital
purposes, the payment of certain obligations in accordance with the
relief authorized by the Court, and to conduct these Chapter 11
cases as described in the budget. The Budget may be revised,
updated, and modified through the date of the Final Hearing by: (i)
consensual agreement between the Debtors and BofA or (ii) by
further Court order.
As adequate protection for, and to the extent of, any diminution in
the value of BofA's secured claim existing as of May 5 resulting
from the Debtors' use of cash collateral pursuant to the order and
any prior agreement with BofA, BofA is granted valid and perfected,
replacement security interests in and liens on all postpetition
assets.
To the extent that the Replacement Liens together with any other
lien granted by Debtors for the benefit of BoA is insufficient to
adequately protect the BofA Secured Claim against any diminution in
value as it existed on May 5, 2022 resulting from use of cash
collateral, then BofA will also be allowed an administrative
priority claim in accordance with the provisions of Bankruptcy Code
section 507(b) for any deficiency.
As further adequate protection in respect to the security interests
relating to the equipment evidenced by Equipment Note No. 4 granted
by MFE, BofA will be entitled to a monthly payment of $17,812 to
compensate BofA for the diminution of the value of such equipment
though its continued use.
The Debtors' authorization to use cash collateral under the Cash
Collateral Stipulation may be terminated after the occurrence and
continuance of any of these events:
a. A violation by the Debtors of the terms of the Cash
Collateral Stipulation;
b. Failure of the Debtors to comply with the Budget (within
the Permitted Variance, unless agreed to by BofA or permitted by
order of the Court);
c. Failure of the Debtors to comply with the Reporting
Requirements if such failure will continue unremedied for more than
five business days; or
d. The conversion of the Debtors' cases to proceedings under
Chapter 7 of Title 11 of the United States Code.
A hearing to consider final approval of the Cash Collateral
Stipulation is scheduled for June 13 at 11 a.m.
A copy of the order and the Debtors' budgets is available at
https://bit.ly/38QHjwm from PacerMonitor.com.
Flight projects total cash outflows, on a weekly basis, as
follows:
($2,645,093) for the week ending May 20, 2022;
($2,987,389) for the week ending May 27, 2022;
($2,566,347) for the week ending June 3, 2022;
($2,510,015) for the week ending June 10, 2022; and
($4,608,728) for the week ending June 17, 2022.
Postal projects total cash outflows, on a weekly basis, as
follows:
($1,763,742) for the week ending May 20, 2022;
($1,849,917) for the week ending May 27, 2022;
($1,993,975) for the week ending June 3, 2022;
($1,847,982) for the week ending June 10, 2022; and
($1,915,376) for the week ending June 17, 2022.
About Matheson Flight Extenders, Inc.
Matheson Flight Extenders, Inc. and Matheson Postal Services, Inc.
provide short and long-haul transportation, logistics and ground
handling services. The Debtors sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-21148)
on May 5, 2022. In the petition signed by Charles J. Mellor, chief
restructuring officer, the Debtors disclosed up to $50 million in
both assets and liabilities.
Judge Christopher M. Klein oversees the case.
Gregory C. Nuti, Esq., at Nuti Hart LLP is the Debtors' counsel.
MDWERKS INC: Incurs $5K Net Loss in First Quarter
-------------------------------------------------
MDwerks, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $5,494 for
the three months ended March 31, 2022, compared to net income of
$58,397 for the three months ended March 31, 2021.
The Company reported zero asset, $236,292 in total liabilities, and
a total stockholders' deficit of $236,292 as of March 31, 2022.
Although management believes that it will be able to successfully
execute a business combination, which includes third party
financing and the raising of capital to meet the Company's future
liquidity needs, there can be no assurances in this regard. These
matters, the Company said, raise substantial doubt about its
ability to continue as a going concern.
"Since our director may be unwilling or unable to loan or advance
us additional capital, we believe that if we do not raise
additional capital over the next 12 months following the filing of
this annual report, we may be required to suspend or cease the
implementation of our business plans. If we are unable to raise
additional funds, there is substantial doubt as to our ability to
continue as a going concern. The Company requires additional
funding to meet its ongoing obligations and to fund anticipated
operating losses. We agree with our auditors that our auditor has
expressed substantial doubt about our ability to continue as a
going concern. The ability of the Company to continue as a going
concern is dependent on raising capital to fund its initial
business plan and ultimately to attain profitable operations.
These financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts
or amounts and classification of liabilities that might result from
this uncertainty," MDwerks said.
"We expect to incur marketing, professional, and administrative
expenses as well expenses associated with maintaining our filings
with the Commission. We will require additional funds during this
time and will seek to raise the necessary additional capital. If
we are unable to obtain additional financing, we may be required to
reduce the scope of our business development activities, which
could harm our business plans, financial condition and operating
results. Additional funding may not be available on favorable
terms, if at all. The Company intends to continue to fund its
business by way of equity or debt financing and advances from
related parties. Any inability to raise capital as needed would
have a material adverse effect on our business, financial condition
and results of operations. If we cannot raise additional funds, we
will have to cease business operations. As a result, investors in
the Company's common stock would lose all of their investment," the
Company said.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1295514/000168316822003922/mdwerks_i10q-033122.htm
About MDWerks
MDwerks, Inc. operates various entities engaged in the sale of
products and services to the health care industry. The Company has
recently shifted its focus away from the funding solution business
and is currently focused on the sale and leasing of digital pen
technology and in connection therewith the provision of funding to
the healthcare provider industry. The Company's products, software
and services can help doctors, clinics, surgical or hospital based
practices, home health care, nursing homes and other healthcare
providers and their vendors significantly improve their electronic
medical records.
Diamond Bar, Calif.-based TAAD LLP, the Company's auditor since
2020, issued a "going concern" qualification in its report dated
April 15, 2022, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
MEG ENERGY: Moody's Ups CFR to B1 & Senior Unsecured Notes to B2
----------------------------------------------------------------
Moody's Investors Service upgraded MEG Energy Corp.'s corporate
family rating to B1 from B2, probability of default rating to B1-PD
from B2-PD and ratings of the senior unsecured notes to B2 from B3.
The outlook remains positive. The speculative grade liquidity
rating remains SGL-1.
"The upgrade reflects the significant amount of debt reduction that
has led to strong credit metrics through 2022 and 2023," said
Paresh Chari Moody's analyst. "MEG's stable, low cost and
long-lived asset base, and very good liquidity profile also
supports the upgrade."
Upgrades:
Issuer: MEG Energy Corp.
Corporate Family Rating, Upgraded to B1 from B2
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD4)
from B3 (LGD4)
Outlook Actions:
Issuer: MEG Energy Corp.
Outlook, Remains Positive
RATINGS RATIONALE
MEG's rating is supported by: (1) expected bitumen production of
over 90,000 bbls/d (net of royalties), with substantial reserves in
key productive areas of the Athabasca oil sands region; (2) a
long-lived reserve base that requires around a low C$8/bbl capital
cost to maintain production; (3) an ability to move up to about two
thirds of blend volumes to the higher-priced Gulf Coast market; and
(4) debt reduction that will improve retained cash flow to debt to
around 50% in 2023 under Moody's medium term oil prices (US$50 to
US$70/bbl). The rating is constrained by: (1) its exposure to one
commodity – bitumen – some of which is benchmarked to the
historically volatile Western Canadian heavy oil price; and (2)
concentration in one asset - the Christina Lake oil sands project.
MEG's senior unsecured notes are rated B2, one notch below the CFR,
due to the priority ranking of the first lien revolver and EDC
letter of credit facility.
MEG's liquidity is very good (SGL-1). Pro forma for the repayment
of the second lien notes in April 2022, and at March 31, 2022, MEG
had about C$75 million of cash and C$794 million available (after
letters of credit) under its C$800 million revolving credit
facility expiring July 2024. Moody's expects C$800 million in free
cash flow through mid-2023. MEG will be in compliance with its sole
financial maintenance covenant under the revolving credit facility
through this period, with the covenant only being tested at or
above C$400 million of utilization. MEG's next nearest debt
maturity is the senior unsecured notes in 2027.
The positive outlook reflects Moody's expectation that 2023
leverage metrics will improve through debt reduction, with some
production growth also contributing to improving cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if retained cash flow to debt remains
above 40%, if debt to average daily production is less than
US$15,000, and if MEG can maintain positive free cash flow.
The rating could be downgraded if retained cash flow to debt falls
below 20%, debt to average daily production exceeds US$30,000, or
financial policy becomes aggressive.
MEG is a publicly-listed Calgary, Alberta-based
steam-assisted-gravity-drainage (SAGD) oil sands developer and
operator. MEG produces over 95,000 bbls/day of bitumen at the
Christina Lake project in the Athabasca Oil Sands region in
Northern Alberta.
The principal methodology used in these ratings was Independent
Exploration and Production published in August 2021.
MICROVISION INC: Revises Change of Control Severance Plan
---------------------------------------------------------
The Compensation Committee of the Board of Directors of
MicroVision, Inc. approved certain amendments to the MicroVision,
Inc. Change of Control Severance Plan.
The amendments to the Plan include the removal of a modified single
trigger cash severance arrangement, which was replaced by a double
trigger provision, and the clarification of positions deemed to be
Participants pursuant to the Plan. Specifically, a Qualified
Termination is defined in the case of a Designated Participant as
any termination of such individual's employment on or during the
two-year period following a Change of Control, which such
termination is by the Company other than for Cause or by the
individual for Good Reason. Participants are defined to include
the Company's chief financial officer, general counsel, and such
other executives as may be expressly identified by the Compensation
Committee.
About MicroVision
MicroVision -- http://www.microvision.com-- is a pioneering
company in MEMS based laser beam scanning technology that
integrates MEMS, lasers, optics, hardware, algorithms and machine
learning software into its proprietary technology to address
existing and emerging markets. The Company's integrated approach
uses its proprietary technology to provide solutions for automotive
lidar sensors, augmented reality micro-display engines, interactive
display modules and consumer lidar modules.
MicroVision reported a net loss of $43.20 million for the year
ended Dec. 31, 2021, a net loss of $13.63 million for the year
ended Dec. 31, 2020, a net loss of $26.48 million for the year
ended Dec. 31, 2019, and a net loss of $27.25 million for the year
ended Dec. 31, 2018. As of March 31, 2022, the Company had $117.77
million in total assets, $14.30 million in total liabilities, and
$103.47 million in total shareholders' equity.
MIL-SHER COMPLEX: Unsecureds Will Get 10% of Claims in Plan
-----------------------------------------------------------
Mil-Sher Complex, Inc., filed with the U.S. Bankruptcy Court for
the Western District of New York a Disclosure Statement describing
Chapter 11 Plan of Reorganization dated May 24, 2022.
Mil-Sher is a privately owned sub-chapter "S" corporation, with its
principal place of business in Kenmore, New York and its principal
assets located in Erie County. The Debtor is in the business of
operating real estate and activities incidental.
Upon a general default in paying its 2018 real property taxes, the
County of Erie commenced an In rem Tax Foreclosure (In rem 166) and
filed a lis pendens against the Military Road Complex. Upon notice
of which, the Debtor obtained a purchase contract for a portion of
land from an existing tenant. The Debtor retained counsel and
challenged the In rem tax foreclosure; however, the Erie County
Supreme Court denied his request for an extension of time;
accordingly, the Debtor had no option but to pursue the instant
bankruptcy.
Historically, the Debtor has averaged a profit of $60,000/year;
however, as set forth in the exhibits, by rehabilitating and
restructuring the Debtor anticipates post-Confirmation profit to be
$90,000(approx.)/year.
In an effort to remedy the problems that led to the bankruptcy
filing, the Debtor has implemented various procedures. For
instance, the Debtor has implemented revised procedures to record
and track the rent rolls and apprise the Debtor of underperforming
properties.
Class IV consists of the Unsecured Claims of NYSDOL ($33,211.00);
Internal Revenue Service ($1,854.61); and KeyBank ($28,000.00).
This Class shall be paid 10% of claim on or within 30 days of the
effective date.
Unsecured Creditors shall receive a fixed percentage of 10.00%. The
percentage is fixed. This Plan is a commitment to pay this
percentage regardless of future revenues, expenses, or the total
allowed claims. If Debtor is unable to pay this percentage then
that will be a default under this Plan.
Class V consists of Equity interest holders Regina Mangione,
Vincent P. Mangione, Jr., and William T. Mangione. Interest holders
shall retain equity.
Payments and distributions under the Plan will be funded by the
rent generated by the going concern.
In addition, the Shareholders shall contribute funds in the amount
of seven thousand five hundred ($6,500.00) dollars to be used for,
and only for, expediting the distribution to the holders of Class
IV general unsecured claims against the Debtor. If the Plan is not
confirmed, the Shareholders have the right to withhold said funds.
A full-text copy of the Disclosure Statement dated May 24, 2022, is
available at https://bit.ly/3LZ4QZs from PacerMonitor.com at no
charge.
Attorney for Debtor:
Michael A. Weishaar, Esq.
Gleichenhaus Marchese & Weishaar, P.C.
930 Convention Tower
43 Court Street
Buffalo, New York
Phone: (716) 845-6446 x 108
Fax: (716) 845-6475
Email: mweishaar@gmwlawyers.com
About Mil-Sher Complex Inc.
Mil-Sher Complex, Inc., is in the real estate business. The
company is a privately-owned sub-chapter "S" corporation, with its
principal place of business in Kenmore, New York. Its principal
assets are located in Erie County.
Mil-Sher Complex sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-11932) on Sept. 25,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $500,000. Judge
Carl L. Bucki presides over the case. The Debtor tapped
Gleichenhaus Marchese & Weishaar, P.C., as its legal counsel.
MOBIQUITY TECHNOLOGIES: Incurs $2.4M Net Loss in First Quarter
--------------------------------------------------------------
Mobiquity Technologies, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.44 million on $542,169 of revenues for the three months ended
March 31, 2022, compared to a net loss of $2.23 million on $521,873
of revenues for the three months ended March 31, 2021.
As of March 31, 2022, the Company had $5.80 million in total
assets, $2.52 million in total liabilities, and a total
stockholders' equity of $3.28 million.
Mobiquity had this to say "We manage liquidity risk by reviewing,
on an ongoing basis, our sources of liquidity and capital
requirements. The Company has cash on hand of $3,094,709 at March
31, 2022.
"The Company has incurred significant losses since its inception
and has not demonstrated an ability to generate sufficient revenues
from the sales odf its products and services to achieve profitable
operations. There can be no assurance that profitable operations
will ever be achieved, or if achieved, could be sustained on a
continuing basis. In making this assessment we performed a
comprehensive analysis of our current circumstances including: our
financial position, our cash flows and cash usage forecasts for the
twelve months ended March 31, 2022, and our current capital
structure including equity-based instruments and our obligations
and debts.
"Without sufficient revenues from operations, if the Company does
not obtain additional capital, the Company will be required to
reduce the scope of its business development activities or cease
operations. The Company may explore obtaining additional capital
financing and the Company is closely monitoring its cash balances,
cash needs, and expense levels.
"These factors create substantial doubt about the Company's ability
to continue as a going concern within the twelve-month period
subsequent to the date that these consolidated financial statements
are issued."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1084267/000168316822003939/mobiquity_i10q-033122.htm
About Mobiquity
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc. is a
next generation, Platform-as-a-Service (PaaS) company for data and
advertising. The Co mpany maintains one of the largest audience
databases available to advertisers and marketers through its data
services division. Mobiquity Technologies' Advangelists subsidiary
(www.advangelists.com) provides programmatic advertising
technologies and insights on consumer behavior. For more
information, please visit: https://mobiquitytechnologies.com/
Mobiquity reported a net comprehensive loss of $34.95 million for
the year ended Dec. 31, 2021, a net comprehensive loss of $15.03
million for the year ended Dec. 31, 2020, and a net comprehensive
loss of $44.03 million for the year ended Dec. 31, 2019. As of Dec.
31, 2021, the Company had $8.40 million in total assets, $5.48
million in total liabilities, and $2.92 million in total
stockholders' equity.
Lakewood, Co-based BF Borgers CPA PC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
March 29, 2022, citing that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
MOSS CREEK: Fitch Assigns First-Time 'B' LongTerm IDR
-----------------------------------------------------
Fitch Ratings has assigned a first-time 'B' Long-Term Issuer
Default Rating (IDR) to Moss Creek Resources Holdings, Inc. and
Moss Creek Resources, LLC. In addition, Fitch has assigned a
'BB'/'RR1' rating to Moss Creek Resources, LLC's senior secured
reserve-based lending facility, and 'B'/'RR4' rating to Moss Creek
Resources Holdings, Inc. unsecured notes. The Rating Outlook is
Stable.
Moss Creek's ratings reflect its Permian asset base with high
liquids exposure, forecast positive FCF generation, and Fitch's
expectation for continued debt reduction, which should result in
mid-cycle gross leverage approaching 1.5x. These factors are
partially offset by the company's relatively smaller production
size, currently low 12-month hedge coverage, and the company's low
PDP reserves and 1P inventory life.
KEY RATING DRIVERS
Continued Absolute Debt Reduction: Fitch expects Moss Creek to use
its forecast positive FCF for absolute debt reduction in the near
term, including reduction of the RBL facility and potential
repayment of the 2026 and or 2027 notes. Fitch forecasts gross
leverage to be 1.5x by YE 2022 at its $95 WTI price assumption,
which is aligned with managements target of maintaining a
conservative leverage profile with ample RBL availability. Moss
Creek reduced total debt in 1Q22 to approximately $1.5 billion
following a $100 million repayment on its RBL facility, and Fitch
forecasts the RBL will be significantly reduced by YE 2022.
Permian Asset Base: Moss Creek's asset base consists of
approximately 108,000 net acres in the Howard and Borden Counties
of the Midland basin, with opportunity for 10,000+' laterals given
the blocky nature of the acreage. The assets are liquids-oriented
with production of 48.8 Mboepd with ~70% oil in 1Q22. The company
assembled the assets through investments over the past seven years,
including two acquisitions during 2021, which were primarily debt
funded with adjacent, high content acreage. Fitch believes there is
some development and execution risk for Moss Creek's northern
assets in Borden county since the acreage is less de-risked and
well results could vary across the region.
Minimal legacy development on some of the acreage provides Moss
Creek the ability to utilize industry learning to optimize
development patterning and completion across their delineated
formations. The Midland basin is well-developed, particularly the
Lower Spraberry and Wolfcamp A, which bodes well for expected well
results.
Smaller Producer: At YE 2021, Moss Creek has 315 Mboe of Proved
Reserves and 1Q22 production of 48.8 Mboepd. On both a reserve and
production basis, Moss Creek's size is consistent with the 'B'
rating category range. Moss Creek's production level is of higher
importance to its overall IDR, as smaller producers typically have
less resilience during weaker points in the commodity cycle in
terms of both its ability to maintain development plans and access
to capital. Moss Creek's proved locations is low compared to its
peers at 4.5 years, which Fitch expects to increase through
development given its increased capex spend.
FCF Provides Support to Growth Plans: Moss Creek is forecast to
generate FCF of $300 million in 2022 at Fitch's $95 WTI price,
which declines towards $60 million at the agency's long-term mid
cycle price of $50 WTI. This is expected to support annual drill
bit production growth in the high single digits to low teens. Given
the short-term nature of the company's rig contracts, Fitch
recognizes that management could scale back its rig count to
preserve liquidity in a weakened oil price environment.
Limited Near-Term Hedge book: Fitch believes Moss Creek's currently
low hedge coverage leaves the company susceptible to weakening
commodity prices over the medium term given the proposed capex
program. Moss Creek has hedged approximately 40% of its expected
2022 oil production at an average price of approximately $67 per
barrel (bbl) and approximately 30% of its expected 2023 oil
production at an average price of approximately $73/bbl.
Current 2022 hedges are likely to reduce revenues, given the hedged
oil price is below both the average YTD and forward Strip price;
however, the program will allow the company to lock in returns and
generate sufficient FCF to execute on its debt reduction plan.
Moss Creek's credit agreement requires the company to hedge 70% of
its projected oil PDP through 4Q22, and a rolling hedge requirement
thereafter of 50% of its projected oil PDP for 24 months. The
company's hedge coverage is expected to increase in the near term.
DERIVATION SUMMARY
Moss Creek is a relatively small, growth-oriented operator with
average daily production of approximately 48.8 Mboepd in 1Q22. The
company is larger than Howard County peer HighPeak Energy, Inc.
(B-/Stable; 12.1 Mboepd in 1Q22), but smaller than the following
Permian peers: Matador Resources Co. (B+/Stable; 86.2 Mboepd in
2021), Earthstone Energy, Inc. (B+/Stable; 84.8 Mboepd in 2021 pro
forma the Chisholm and Bighorn acquisitions), and Callon Petroleum
Company (B/Stable; 95.6 Mboepd).
Moss Creek's fiscal 2021 Fitch-calculated unhedged cash netback of
$37.7/boe is higher than Callon and Earthstone, but below Matador's
and HighPeak's unhedged cash netbacks. Fitch notes Moss Creek's
unhedged cash netbacks is partially offset by high average
operating costs of $14.4/boe in 2021, which is among the highest of
the peer group.
The company's leverage profile remains consistent with the Permian
peer average in 2022, with Fitch forecast Debt/EBITDA of less than
1.5x at Fitch's long-term price assumptions. This is similar to
Matador, Earthstone, HighPeak, but lower than Callon, which is
expected to be at sub-2.5x levels in 2022.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within The Rating Case for the Issuer:
-- WTI prices of $95/bbl in 2022, $76/bbl in 2023, $57/bbl in
2024, and $50/bbl in 2025;
-- Henry Hub natural gas prices of $4.25/mcf in 2022, $3.25/mcf
in 2023, $2.75/mcf in 2024, and $2.50/mcf in 2025;
-- Average production of 51.7 Mboepd in 2022 followed by low-to-
mid single digit growth thereafter;
-- Capex of $500 million in 2022 followed by growth-linked
spending thereafter;
-- Excess cash used for debt repayments.
KEY RECOVERY RATING ASSUMPTIONS
-- The recovery analysis assumes that Moss Creek would be
reorganized as a going concern in bankruptcy rather than
liquidated.
-- Fitch has assumed a 10% administrative claim and 100% draw on
the RBL facility ($935 million).
Going-Concern (GC) Approach
-- Moss Creek's going-concern EBITDA assumption reflects Fitch's
projections under a stressed case price deck, which assumes
WTI oil prices of $67/bbl in 2022, $42/bbl in 2023, $32/bbl in
2024 and $42/bbl in 2025.
-- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level on which it bases the
enterprise valuation, which reflects the decline from current
pricing levels to stressed levels, and then a partial recovery
in 2025 after coming out of a troughed pricing environment.
Fitch believes that a lower-for-longer price environment
combined with continued aggressive growth and consequent RBL-
funded capital outspend and liquidity erosion could pose a
plausible bankruptcy scenario for Moss Creek.
-- An EV multiple of 3.25x 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 to 7.0x, with an average of 5.6x
and a median of 6.1x;
-- Although the Permian basin assets are considered valuable,
there is a perceived increased risk some of the acreage is
less developed.
-- The 3.25x multiple is in line with SM Energy but below the
3.50x multiple for Matador, and 4.00x multiple for CrownRock.
SM's lower multiple reflects its higher gas cut relative to
its peers, and also incorporates its less valuable South Texas
assets. CrownRock's multiple reflects its substantial tier-1
drilling location position estimated at approximately 20 years
and higher valued Midland basin acreage. CrownRock also
exhibits lower inventory and unit economics risks versus peers
given their position in the core of the Midland basin which is
largely de-risked.
Liquidation Approach
-- The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or
liquidation process conducted during a bankruptcy or
insolvency proceeding and distributed to creditors.
-- Fitch considers valuations such as SEC PV-10 and M&A
transactions for each basin including multiples for production
per flowing barrel, proved reserves valuation, value per acre
and value per drilling location. Fitch has assumed the lower
production per flowing barrel based valuation estimate to be
the most conservative.
-- RBL is assumed to be fully drawn upon default, given the
company's hedge position, as well as Fitch's expectation that
production growth would likely offset the risk of price-linked
borrowing base reduction. The RBL is senior to the unsecured
notes in the waterfall.
-- The allocation of value in the liability waterfall results in
recovery corresponding to RR1 for the senior secured RBL
facility ($935 million) and RR4 for the senior unsecured notes
($1.2 billion), which is consistent with Fitch's Notching and
Recovery Rating Criteria.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Continued de-risking and operational momentum in the Permian
that results in material increase of PDP reserves and 1P
inventory life;
-- Organic and/or M&A growth leading to production sustained over
70Mboped while maintaining unit costs;
-- Mid-cycle Total debt with equity credit/Operating EBITDA
sustained below 2.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A shift to negative FCF contributing to diminished liquidity
or significant utilization of revolver;
-- Loss of operational momentum resulting in annual production
sustained below 40Mboepd or materially increasing production
costs;
-- Mid-cycle Total debt with equity credit/Operating EBITDA
sustained above 3.0x.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Moss Creek maintains a conservative financial
policy and consistently keeps unrestricted cash on the balance
sheet. As of 1Q22, liquidity consists of $87.9 million of cash on
its balance sheet and an additional $680 million of borrowing
capacity under the $935 million RBL facility. With these
characteristics and consistently positive free cash flow
generation, Fitch expects that Moss Creek will maintain adequate
liquidity throughout the rating case.
Simple Debt Structure and Long-date Maturities: The company's debt
consists of a senior secured RBL facility, a $700 million 7.5%
unsecured note that matures in 2026 and a $500 million 10.5%
unsecured note that matures in 2027. Both unsecured notes have a
bullet repayment at maturity. No near-term maturities exists; the
RBL maturity is in 2025.
The floating rate RBL facility has a borrowing base that is subject
to semi-annual redeterminations. At the most recent redetermination
in April 2022, the company had the ability to increase the
borrowing base to $1.5 billion from $1.2 billion, and elected to
increase the facility to $935 million from $860 million. At 1Q22,
$255 million currently outstanding under the RBL facility.
ESG Commentary
Moss Creek has an ESG Relevance Score of '4' for energy management
that reflects the company's cost competitiveness and financial and
operational flexibility due to scale, business mix, and
diversification. This factor 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 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
ISSUER PROFILE
Moss Creek Resources Holdings, Inc. is an independent energy
exploration and production company operating in Midland Basin of
the Permian in west Texas. Moss Creek's assets consist of
approximately 108,000 largely contiguous net acres in Howard and
Borden counties with an average working interest of 78%.
DEBT RATING RECOVERY
---- ------ --------
Moss Creek Resources LLC LT IDR B New Rating
senior secured LT BB New Rating RR1
Moss Creek Resources LT IDR B New Rating
Holdings, Inc.
senior unsecured LT B New Rating RR4
NATURALSHRIMP INC: Investor Extends Uplisting Deadline to June 15
-----------------------------------------------------------------
As previously disclosed, on Dec. 15, 2021, NaturalShrimp
Incorporated entered into a securities purchase agreement with an
investor on Dec. 15, 2021. Pursuant to the SPA, the Investor
purchased a secured promissory note in the aggregate principal
amount totaling approximately $16,320,000. The Note carried an
original issue discount totaling $1,300,000 and a transaction
expense amount of $20,000, both of which are included in the
principal balance of the Note. The total purchase price of the
Note was $15,000,000. The maturity date of the Note is 24 months
from the issuance date of the Note.
In connection with entering into the SPA and the issuance of the
Note, the Company agreed that as soon as possible it would cause
its common stock to be listed for trading on either of the (a)
NYSE, or (b) NASDAQ. In the event the Company had not effectuated
the Uplist by a certain date, the then-current outstanding balance
would be increased by 10%.
While the original Uplist deadline was March 1, 2022, the Investor
has agreed to twice extend this deadline. The most recent
extension was agreed to on May 18, 2022. In connection with a
previous extension, the Company agreed that a one-time extension
fee amount of $249,079.47 (less than two percent (2%) of the
original Principal Amount) would be added to the outstanding
balance of the Note.
The Uplist deadline is now June 15, 2022. To the extent any event
of default under the Note transaction documents had occurred prior
to May 18, 2022, the Investor agreed to waive such event of
default.
About NaturalShrimp
NaturalShrimp, Inc. is a publicly traded aqua-tech Company,
headquartered in Dallas, with production facilities located near
San Antonio, Texas. The Company has developed a commercially viable
system for growing shrimp in enclosed, salt-water systems, using
patented technology to produce fresh, never frozen, naturally grown
shrimp, without the use of antibiotics or toxic chemicals.
NaturalShrimp systems can be located anywhere in the world to
produce gourmet-grade Pacific white shrimp.
NaturalShrimp reported a net loss of $3.59 million for the year
ended March 31, 2021, compared to a net loss of $4.81 million for
the year ended March 31, 2020. As of Sept. 30, 2021, the Company
had $34.49 million in total assets, $11.90 million in total
liabilities, $3.38 million in series E redeemable convertible
preferred stock, and $19.21 million in total stockholders' equity.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2015, issued a "going concern" qualification in its
report dated June 29, 2021, citing that the Company has suffered
significant losses from inception and has a significant working
capital deficit. These conditions raise substantial doubt about
its ability to continue as a going concern.
NEOGEN CORP: S&P Assigns 'BB+' ICR on Acquisition of 3M Co
----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issuer credit rating to
Michigan-based Neogen Corp. At the same time, S&P assigned its
'BBB-' issue-level rating to the proposed senior secured term loan
A. The recovery rating is '2', reflecting its expectation for
substantial recovery (70%-90%; rounded estimate: 85%) in the event
of payment default.
The outlook is stable, reflecting S&P's expectation for continued
double-digit percent annual revenue growth and adjusted debt to
EBITDA sustained below 3x.
S&P's rating on Neogen reflects its strong competitive position in
a desirable market. The highly fragmented food and animal safety
industry has benefited from very strong trends over the past
several years. These include increasing health consciousness among
consumers, increasing awareness of food allergies, rising incomes
in emerging markets, and a focus on food safety and supply amid the
COVID-19 pandemic. Additionally, unlike animal health providers
such as Zoetis Inc. or Elanco Animal Health Inc., Neogen benefits
from expanded regulatory oversight in food production (particularly
in developing and emerging markets) because this typically requires
increased testing and monitoring.
Neogen is combining with the food safety business of 3M Co. in a
reverse Morris trust transaction to create a leading pure-play food
security company. It will fund the transaction with a $650 million
term loan A and $350 million in unsecured debt (to be issued later
but included in our financial metrics).
The combined company has a long history of robust organic revenue
growth. Neogen has averaged low-double-digit percent organic
revenue growth over the past 12 years, supplemented by about $230
million of tuck-in acquisitions. 3M's food safety business has also
expanded rapidly at about 10% annually over the past two decades.
Combined, S&P's expect mid- to high-single-digit percent organic
growth over the next several years, driven by favorable industry
trends, fast emerging market penetration, channel expansion,
continued product mix shift, and moderate cross-selling
opportunities.
Like peers in the life science tools and diagnostic industry,
Neogen benefits from a razor/razor blade business model, though
margins are weaker. Neogen provides readers for its many consumable
test kits, operating a model in which a product is sold at a loss,
made up with a paired product sold at a profit. This is in line
with life science tools and diagnostic manufacturers. This model
increases stickiness with customers and results in high recurring
revenues. Consumable sales account for over 90% of Neogen's total
revenue, which compares favorably with life science peers such as
Agilent Technologies Inc. or PerkinElmer Inc. S&P expects S&P
Global Ratings-adjusted EBITDA margins to be lower at Neogen (the
mid-20% area versus the upper-20%/low-30% area) due to the more
commodity-like nature of some of Neogen's offerings (particularly
in animal safety).
Despite nearly doubling in size with the 3M food safety
acquisition, Neogen still lacks significantly in scale and
diversity compared to rated life science and animal health peers.
S&P said, "We view positively the acquisition because it improves
Neogen's customer and geographic diversification, increases its
margin profile, and provides a market-leading brand in indicator
testing with Petrifilm. We think Neogen is well positioned within
food safety and animal safety with a broad, unified offering across
the entire food production cycle. However, despite increasing
materially in scale and diversity with this transaction, Neogen
still substantially trails much larger life science peers such as
Bio-Rad Laboratories Inc., Agilent, or PerkinElmer. Neogen is also
much more niche in its focus as a pure-play food security company,
compared to the numerous industries the other names operate
within."
S&P said, "We expect adjusted debt to EBITDA sustained comfortably
below 3x despite stepped-up tuck-in acquisition activity.We
calculate pro forma adjusted debt to EBITDA for the fiscal year
ended May 31, 2022, of 2.7x and expect it to step down to 2.4x in
2023 because of EBITDA expansion. We expect free operating cash
flow (FOCF) to total about $100 million annually, enough to fund
assumed tuck-in merger and acquisition spending of $100 million,
above historical amounts. We do not expect Neogen to use cash for
dividends or share repurchases and believe it will prioritize
permanent debt reduction, allowing adjusted leverage to remain
comfortably below 3x.
"The stable outlook reflects our expectation for Neogen to
successfully manage the integration of 3M's food safety business
while sustaining double-digit percentage annual revenue growth. It
also reflects our expectation for adjusted debt to EBITDA (net of
cash) maintained below 3x."
S&P could consider a lower rating if adjusted leverage is sustained
above 3x. This could occur if:
-- Neogen has trouble integrating 3M's food safety business,
resulting in much higher expenses than expected; or
-- The company is more aggressive in pursuing acquisitions.
S&P views Neogen's relatively small size as a meaningful constraint
to the rating, making an upgrade unlikely over the next 12 months.
Over time, we could consider a higher rating if:
-- The company continues to rapidly expand organically; and
-- It sustains adjusted debt to EBITDA below 2x.
ESG credit indicators: E-2, S-2, G-2
NEPHROS INC: Receives FDA 510(k) Clearance for HDF Assist Module
----------------------------------------------------------------
Nephros, Inc. has received FDA 510(k) clearance for its patented,
second-generation HDF Assist Module. The HDF Assist Module is the
first and only device in the United States cleared to provide
hemodiafiltration (HDF) therapy to patients with End-Stage Renal
Disease (ESRD).
"Receiving 510(k) clearance is truly a milestone moment for Nephros
and Specialty Renal Products (SRP), our majority-owned subsidiary.
Nephros was founded with the goal of providing solutions for
patients with ESRD, and today is a big step forward in the
process," said Andy Astor, president and chief executive officer of
both Nephros and SRP. "The receipt of FDA clearance for our HDF
Assist Module enables us to provide ESRD patients with a new
therapeutic option."
"Our HDF Assist Module is an innovation that offers practitioners
the opportunity to use an existing hemodialysis (HD) machine to
provide HDF therapy without the purchase of a new, costly machine,"
continued Mr. Astor. "SRP's Director of Commercial Operations,
David Lee, an engineer and dialysis nurse with many years of
clinical operations responsibility, will lead our initial focus on
piloting the HDF Assist Module within select dialysis clinics."
"Our first goal in any given dialysis clinic will be to support the
development of internal procedures for operation of the HDF Assist
Module, and the training of personnel to seamlessly execute those
procedures," said Mr. Lee. "Once the procedures are established
and tested within the select clinics, we will then be able to work
with additional clinics to roll out HDF as a therapeutic option for
more dialysis patients."
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 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.
NXT ENERGY: Incurs C$1.8 Million Net Loss in First Quarter
----------------------------------------------------------
NXT Energy Solutions Inc. reported a net loss and comprehensive
loss of C$1.84 million on zero revenue for the three months ended
March 31, 2022, compared to a net loss and comprehensive loss of
C$1.65 million on zero revenue for the three months ended March 31,
2021.
As of March 31, 2022, the Company had C$19.66 million in total
assets, C$3.31 million in total liabilities, and C$16.35 million in
shareholders' equity.
The Company has plans in place to reduce operating costs including
payroll and other general and administrative costs and is
evaluating alternatives to reduce other costs. If required,
further financing options that may or may not be available to the
Company include issuance of new equity, debentures or bank credit
facilities. The need for any of these options will be dependent on
the timing of securing new SFD related revenues and obtaining
financing on terms that are acceptable to both the Company and the
financier.
NXT continues to develop its pipeline of opportunities to secure
new revenue contracts. However, the Company's longer-term success
remains dependent upon its ability to convert these opportunities
into successful contracts, to continue to attract new client
projects, ultimately to expand the revenue base to a level
sufficient to exceed fixed operating costs and generate consistent
positive cash flow from operations. The occurrence and timing of
these events cannot be predicted with sufficient certainty.
A full-text copy of the Form 6-K is available for free at:
https://www.sec.gov/Archives/edgar/data/0001009922/000165495422007009/nsfdf_ex991.htm
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions Inc. provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
NXT Energy reported a net loss and comprehensive loss of C$3.12
million for the year ended Dec. 31, 2021, compared to a net loss
and comprehensive loss of $6.03 million for the year ended Dec. 31,
2020. As of Dec. 31, 2021, the Company had C$21.58 million in
total assets, C$3.43 million in total liabilities, and C$18.16
million in shareholders' equity.
Calgary, Canada-based KPMG LLP, the Company's auditor since 2006,
issued a "going concern" qualification in its report dated March
31, 2022, citing that the Company's current and forecasted cash and
cash equivalents and short-term investments position are not
expected to be sufficient to meet its obligations that raises
substantial doubt about its ability to continue as a going
concern.
OCCIDENTAL PETROLEUM: Fitch Alters Outlook on BB+ IDR to Positive
-----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Occidental Petroleum Corp. (OXY) at 'BB+' and senior
unsecured rating at 'BB+'/'RR4'. The Rating Outlook has been
revised to Positive from Stable. The main driver was OXY's
accelerated debt reduction. Including the May 2022 tender, the
company will have reduced its pro forma debt by around $8.1 billion
since the beginning of the year.
OXY's ratings reflect its large size and liquids-weighted profile,
competitive netbacks, anchor position in the Permian, and the
impact of ongoing debt reductions. The ratings also reflect a
manageable maturity wall, and above-average diversification versus
upstream peers, including chemicals and midstream. Rating concerns
include high interest costs associated with the Anadarko
acquisition (including $800 million in preferred dividends), and
demand destruction risks in the current environment.
KEY RATING DRIVERS
Debt Repayment Accelerates: The change in Outlook was primarily
driven by accelerated de-leveraging. This includes approximately
$3.3 billion in debt reduction in Q1, comprised of a $2.9 billion
multi-tranche tender, a repurchased note, and open market
repurchases. Following an additional $300 million in open market
repurchases and the $4.5 billion May tender, OXY will have reduced
its debt on a pro forma basis by around $8.1 billion since the
beginning of the year. At the same time, the impact of the most
recent tender on interest burden was more limited given the large
amount of zero coupon notes ($1.34 billion) that were redeemed in
this exercise.
Strong FCF: As calculated by Fitch, OXY's LTM FCF for the period
ending March 31, 2022 rose to approximately $8.7 billion versus
$6.7 billion in 2021, driven by significantly higher oil and gas
prices, as well as robust performance in non-oil segments. Oxychem
delivered record earnings in Q1 2022, and increased its pre-tax
income guidance to $2.1 billion-$2.4 billion due to strong vinyl
and caustic pricing. Both products were favorably affected by
reduced runs in Europe and Asia. Midstream guidance was also
increased due to higher margins from gas processing and sulfur
prices at the Al Hosn project, but segment profitability remains
constrained by a narrow Midland to Houston crude differential.
Strong FCF generation should remain in place in the near term and
beyond despite higher 2022 capex and a reinstituted dividend,
although risks around demand destruction remain a consideration.
Metrics Improving: OXY's LTM debt/EBITDA leverage metrics continued
to improve. As calculated by Fitch, for the LTM period ending March
31, 2022, leverage improved to 1.8x versus 2.4x in 2021 and 5.6x in
2020. FFO interest coverage improved to 6.1x versus 5.3x in 2021
and 3.3x in 2020. While current metrics are robust, they reflect
above-cycle oil & gas prices. OXY's overall debt and interest
remain elevated vs. peers, but is improving given cumulative debt
reduction.
Maturity Wall Manageable: Following refinancings and debt
repayments, OXY's near-term wall is moderate. As calculated by
Fitch on a pro forma basis for the most recent debt tender,
maturities due over the next few years (excluding puttable 2036
bonds) include nothing due in 2022, $362 million in 2023, and $1.42
billion in 2024. The combination of cash balances, full
availability on the company's unsecured revolver, and strong
projected FCF should comfortably address the near-term maturity
schedule.
Integrated Producer: OXY enjoys modest but meaningful
diversification through its chemicals segment, which has a
top-three position in basic chemicals in North America, and its
midstream segment. Chemicals have historically contributed strong
FCF given limited reinvestment and are enjoying significant
tailwinds due to strong domestic demand and feedstock cost
advantages, and the Russia-Ukraine conflict, which has sharply
elevated energy prices in Europe and resulted in production cuts
and tighter supply for PVC and caustic soda product chains. The
midstream segment has historically been weighed down by weak
Permian-Houston differentials, but these should widen gradually in
line with increasing Permian production.
Carbon Reduction Initiatives: OXY's commitment to scope 3 emissions
stands out versus U.S. E&P peers, and includes a medium-term (2032)
and long-term (2050) component. To this end, OXY is further
commercializing its existing Enhanced Oil Recovery (EOR) business
to create a carbon capture, utilization and storage (CCUS) platform
using its geologic formations. OXY is constructing the world's
largest direct air capture plant of up to 1 million metric tons of
CO2 annually, with commercial operation expected in late 2024.
Management views low carbon ventures as a growth engine that could
eventually rival chemicals in earnings; however, a number of
regulatory uncertainties still surround the business given its
early stage development, including section 45Q tax credits. Fitch
anticipates the company will maximize the use of third-party
capital and credits in funding the growth of this platform.
Equity Credit: For purposes of calculating leverage, Fitch
currently assigns 50% equity credit for the $10 billion in
Berkshire Hathaway 8% cumulative perpetual preferred stock based on
the structural features of the notes as analyzed under Fitch's
"Corporate Hybrids Treatment and Notching Criteria."
DERIVATION SUMMARY
OXY's credit profile is mixed. The rating is dominated by
relatively high debt and interest costs associated with the
Anadarko acquisition, which was completed just prior to a major
downturn in oil prices. However, OXY is aggressively repaying debt,
and refinancing risk is modest, given recent debt repayments.
Outside of its debt and interest burden, OXY has several long-term
characteristics of an investment grade credit. In terms of size and
scale, at 1,074kboepd in production from continuing operations in
1Q22, it is among the largest independents, smaller than
ConocoPhillips (1,540kboepd) but significantly larger than E&Ps
such as Ovintiv Corporation (500kboepd), Devon Energy (575kboepd),
Apache Corporation (404kboepd), and Hess (297kboepd). OXY's liquids
weighting is above average. OXY's cash netbacks are in line with
the above listed peers.
Upstream diversification is above-average, with E&P operations
split between the U.S. (Permian, DJ/Rockies, Gulf of Mexico
offshore, Powder River Basin) and international in MENA (Algeria,
Oman, the UAE, and Qatar). OXY is the number one producer in the DJ
Basin, the number four producer in the Gulf of Mexico, and a large
Permian producer, with one of the biggest net acreage positions
(2.9 million acres, split roughly between Permian unconventional
shale, and EOR). OXY has additional earnings diversification
through its chemical and midstream segments, which also sets it
apart from peers. No Country Ceiling, operating environment or
parent-subsidiary-linkages constrain the rating.
KEY ASSUMPTIONS
-- Base Case West Texas Intermediate (WTI) oil prices of
$95/barrel in 2022, $76/barrel in 2023, $57/barrel in 2024,
and $50/barrel in 2025;
-- Henry Hub natural gas prices of $4.25/mcf in 2022, $3.25/mcf
in 2023, $2.75/mcf in 2024, and $2.50/mcf in 2025;
-- No incremental asset sales assumed beyond those announced YTD;
-- Majority of FCF dedicated to debt repayment over the life of
the forecast but matched with rising shareholder distributions
beginning in 2022;
-- Capex of $4.3 billion in 2022, declining to just under $4.2
billion by the end of the forecast in line with a declining
oil prices;
-- Production volumes of 1.15 million boepd in 2022 rising to 1.2
million boepd by the end of the forecast.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Mid-cycle debt/EBITDA leverage approaching 2.7x;
-- Mid-cycle FFO interest coverage approaching 5.5x;
-- Incremental debt reduction resulting in company reported debt
meaningfully below $20 billion.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Mid-cycle debt/EBITDA leverage approaching 3.2x;
-- Mid-cycle FFO interest coverage approaching 4.5x;
-- Change in financial policy that derails future de-leveraging
efforts.
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
Cash on hand as of March 31, 2022 was $1.91 billion, excluding
restricted cash of $42 million, and there was no draw on the
company's committed $4.0 billion senior unsecured revolver due June
30, 2025, for core liquidity of approximately $5.9 billion. The
only financial covenant associated with the revolver was a max
debt/capitalization ratio of 65%.
Separately, OXY had full availability on a $400 million accounts
receivables securitization facility, which is subject to monthly
redetermination and matures December 2024. OXY's maturity wall is
manageable given the impact of recent debt repayments focusing on
2022-2026 maturities, as well as good liquidity and strong
projected FCF.
ISSUER PROFILE
OXY is a large, diversified E&P with core upstream operations in
the U.S. (Permian, DJ, Gulf of Mexico, Powder River Basin), and the
MENA region (Algeria, Oman, the UAE, and Qatar). Non-E&P segments
include chemicals (OxyChem) and Midstream and Marketing.
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.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
Occidental Petroleum Corp. LT IDR BB+ Affirmed BB+
senior unsecured LT BB+ Affirmed RR4 BB+
PADDOCK ENTERPRISES: Expects to Exit Chapter 11 mid-2022
--------------------------------------------------------
On May 27, 2022, Paddock Enterprises, LLC , a wholly owned
subsidiary of O-I Glass, Inc. ("O-I Glass"), disclosed that an
order confirming its Plan of Reorganization (the "Plan") was
entered by the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"), paving way to the implementation
of the Plan and the final stage in the Chapter 11 process.
"We are pleased to have achieved this significant milestone
resolving Paddock's legacy liabilities in a manner that is fair and
equitable, and provides finality for the company moving forward,"
said Andres Lopez, CEO of O-I Glass. "The broad support for the
Plan among Claimants is indicative of the positive outcome it
delivers to all parties. We look forward to implementing the final
steps in the Chapter 11 process following this confirmation by the
Bankruptcy Court."
The approved Plan was jointly proposed by Paddock, the Asbestos
Claimants' Committee ("ACC"), the Future Claimants' Representative
("FCR"), and O-I Glass and received the overwhelming support of
Paddock's asbestos Claimants, with more than 99% voting in favor.
The centerpiece of the Plan is a trust established under section
524(g) of the Bankruptcy Code (the "Asbestos Trust") that will
process and pay Asbestos Claims pursuant to Asbestos Trust
Distribution Procedures ("TDP"). In exchange for funding the
Asbestos Trust, Paddock and its parent company, O-I Glass, as well
as certain additional parties (collectively, the "Protected
Parties"), will be protected by an injunction that will prohibit
assertion of Asbestos Claims against the Protected Parties and will
channel all such Asbestos Claims to the Asbestos Trust. As of the
effective date, the Asbestos Trust will be funded with cash and
other consideration totaling $610 million.
Paddock next will seek the United States District Court for the
District of Delaware's (the "District Court") affirmation of the
Bankruptcy Court's order. Pending this approval by the District
Court, Paddock expects to emerge from Chapter 11 in mid-2022,
resulting in a permanent resolution to Paddock's legacy asbestos
liabilities.
Paddock is represented in the Chapter 11 case by Latham & Watkins
LLP and Richards, Layton & Finger, PA, and O-I Glass is represented
by Morris Nichols Arsht & Tunnell LLP.
About Paddock Enterprises
Paddock Enterprises, LLC's business operations are exclusively
focused on (i) owning and managing certain real property and (ii)
owning interests in, and managing the operations of, its non debtor
subsidiary, Meigs, which is developing an active real estate
business. It is the successor-by-merger to Owens-Illinois, Inc.,
which previously served as the ultimate parent of the company.
Paddock Enterprises is a direct, wholly-owned subsidiary of O-I
Glass.
Paddock Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 20-10028) on Jan. 6, 2020.
At the time of the filing, the Debtor disclosed assets of between
$100 million and $500 million and liabilities of the same range.
Judge Laurie Selber Silverstein oversees the case.
The Debtor tapped Richards, Layton & Finger P.A. and Latham &
Watkins LLP as legal counsel, Alvarez & Marsal North America LLC as
a financial advisor, Riley Safer Holmes & Cancila, LLP as special
counsel, and David J. Gordon of DJG Services, LLC as a chief
restructuring officer. Prime Clerk, LLC is the claims, noticing,
and solicitation agent and administrative advisor.
PARETEUM CORP: Faces Six-Week Chapter 11 Sale Deadline
------------------------------------------------------
Rick Archer of Law360 reports that a New York bankruptcy judge
struck a compromise Friday, delaying for the weekend a decision on
sale plans for telecom software maker Pareteum Corp., as creditors
questioned the short sale timeline but the debtor argued it only
has six weeks before it loses its officers.
At a virtual hearing, U.S. Bankruptcy Judge Lisa Beckerman
adjourned a hearing on the sale procedures motion until Tuesday,
May 24, 2022 -– over the objections of the unsecured creditors'
committee, which had asked for a Thursday hearing to allow it to
study the proposal -- after counsel for Pareteum said further delay
could push the sale closing past.
About Pareteum Corporation
Pareteum Corporation is a cloud software communications platform
company which provides communications platform-as-a-service (CPaaS)
solutions offering mobility, messaging, and connectivity and
security services and applications. It has operations in North
America, Latin America, Europe, Middle East, Africa, and the
Asia-Pacific region.
Pareteum and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10615)
on May 15, 2022. In the petition signed by Laura W. Thomas, interim
chief financial officer, Pareteum disclosed $52,043,000 in assets
and $10,486,000 in liabilities.
Judge Lisa G. Beckerman oversees the cases.
The Debtors tapped Togut, Segal & Segal, LLP as bankruptcy counsel;
King & Spalding, LLP as special counsel; FTI Capital Advisors, LLC
as investment banker; FTI Consulting, Inc. as financial advisor;
and Kurtzman Carson Consultants, LLC as claims, noticing and
balloting agent.
PHI GROUP: Incurs $2.1 Million Net Loss in Third Quarter
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PHI Group, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $2.05
million on $5,000 of total revenues for the three months ended
March 31, 2022, compared to a net loss of $691,495 on $5,000 of
total revenues for the three months ended March 31, 2021.
For the nine months ended March 31, 2022, the Company reported a
net loss of $18.60 million on $30,000 of total revenues compared to
a net loss of $1.24 million on $23,000 of total revenues for the
same period in 2021.
As of March 31, 2022, the Company had $5.29 million in total
assets, $6.24 million in total liabilities, and a total
stockholders' deficit of $946,420.
The Company has accumulated deficit of $69,167,693 as of March 31,
2022. For the quarter ended March 31, 2022, the Company incurred a
net loss. The Company said these factors as well as the uncertain
conditions that the Company faces in its day-to-day operations with
respect to cash flows create an uncertainty as to the Company's
ability to continue as a going concern. The financial statements
do not include any adjustments that might be necessary should the
Company be unable to continue as a going concern. Management has
taken action to strengthen the Company's working capital position
and generate sufficient cash to meet its operating needs through
June 30, 2022 and beyond.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/704172/000149315222014785/form10-q.htm
About PHI Group
Headquartered in Irvine, California, PHI Group, Inc.
(www.phiglobal.com) primarily focuses on advancing PHILUX Global
Funds, a group of Luxembourg bank funds organized as "Reserved
Alternative Investment Fund", and building the Asia Diamond
Exchange in Vietnam. The Company also engages in mergers and
acquisitions and invests in select industries and special
situations that may substantially enhance shareholder value.
PHI Group reported a net loss of $6.55 million for the year ended
June 30, 2021, a net loss of $1.32 million for the year ended June
30, 2020, and a net loss of $2.93 million for the year ended June
30, 2019. As of Sept. 30, 2021, the Company had $3.56 million in
total assets, $6.08 million in total liabilities, and a total
stockholders' deficit of $2.51 million.
PHILADELPHIA SCHOOL: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the following Philadelphia School
District (PSD) ratings:
-- Issuer Default Rating (IDR) at 'BB+';
-- $2.32 billion school district of Philadelphia GO and GO
refunding bonds at 'BB+' ;
-- Approximately $900.6 million Pennsylvania State Public School
Building Authority (PSPSBA) school lease revenue and revenue
refunding bonds issued on behalf of SDP at ' BB'+'.
The GO and PSPSBA bonds have an enhanced rating of 'A+'/Positive
Outlook, reflecting protections under Pennsylvania statutes
outlining intercept of Commonwealth aid for school districts
(Pennsylvania School Credit Intercept Provision) and the Positive
Outlook on the commonwealth's IDR.
The Rating Outlook for the IDR and underlying ratings is Stable.
SECURITY
The district pledges its full faith, credit and taxing power to
repayment of the GO bonds. The bonds are also subject to
protections under Pennsylvania statutes outlining intercept of
commonwealth aid for school districts (Pennsylvania School Credit
Intercept Provision). The commonwealth's pre-default intercept
mechanism provides for full and timely payment of debt service
through the ability to intercept all state revenues appropriated to
the district.
ANALYTICAL CONCLUSION
The 'BB+' underlying GO, lease revenue bond ratings and IDR reflect
SDP's constrained budgetary environment, with limited independent
ability to fundamentally alter its fiscal profile. The district has
seen improvements in its financial operations due to meaningful
recurring revenue commitments enacted by the commonwealth (Issuer
Default Rating [IDR] AA-/Positive) and the city of Philadelphia
(IDR A-/Stable) in recent years. Federal stimulus aid provides a
meaningful near-term budgetary cushion.
While the governor's fiscal 2023 proposed budget includes increased
state funding and savings that if passed, which would provide
budgetary relief by reducing spending growth pressures associated
with charter school payments. However, long-term spending pressures
persist, including a declining enrollment trend and employee
compensation cost pressures. The district's long-term liability
burden is moderate.
The 'A+' long-term rating on the bonds reflects the credit
enhancement provided by the Pennsylvania School Credit Intercept
Provision.
Economic Resource Base
The district is coterminous with the city of Philadelphia, which
serves as a regional economic center in the Northeast with a stable
employment base weighted toward the higher education and healthcare
sectors. Jobs expansion had been steady and strong prior to the
outbreak of the coronavirus, but comparatively low wealth levels
and modest population increases persist, limiting growth prospects.
The city's 2020 Census population is 1.6 million, up 3.3% from the
2010 Census. School enrollment has been declining, pressured by
growth in charter schools.
KEY RATING DRIVERS
Revenue Framework: 'a'
Fitch expects SDP's revenues will grow near expectations for the
long-term rate of inflation with key components including property
taxes and commonwealth appropriations. Under state law, SDP has the
ability to levy up to 16.75 mills on taxable real estate without
city council approval. The district does not intend to levy
property taxes other than those authorized by the City Council on
the district's behalf. Fitch's revenue framework assessment focuses
more on the revenue growth prospects than the ability to control
revenue increases given the practical and political constraints of
independently raising the millage.
Expenditure Framework: 'bbb'
Fixed carrying costs for debt and post-employment benefits are
moderate, but Fitch views charter school spending as SDP's most
critical expenditure challenge. Fitch anticipates the natural pace
of spending growth to be above expected revenue growth due to cost
pressures associated with employee compensation and contributions
to charter schools. The labor environment poses limitations on
expenditure flexibility in addition to pressure on spending growth.
Statutorily-defined commonwealth reimbursements offset a
significant share of pension spending.
Long-Term Liability Burden: 'aa'
Long-term liabilities present a moderate burden on the district's
economic resource base. Other post-employment benefit (OPEB)
liabilities are modest, with the district providing a capped
healthcare subsidy for retirees through the statewide teachers'
pension plan system.
Operating Performance: 'bb'
The district's financial position has improved in recent years with
increased reserve balances bolstered by federal relief aid and
increased commitments from the city for new and recurring revenues.
However, financial flexibility remains limited and the district
continues to address longer-term structural issues. Both
Philadelphia and Pennsylvania have previously stepped in to support
the district and Fitch anticipates similar assistance as needed in
the future.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- Continued improvement of the district's operating performance
that supports progress towards achieving structural balance
and a sustained improvement in the district's overall
financial resilience;
-- Significant changes in the charter school funding framework
that materially reduce SDP's expenditure pressures.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Significant and sustained budgetary pressure on the
commonwealth and city of Philadelphia that result in
reductions in educational aid and other subsidies that impede
the district's financial sustainability;
-- An inability to retain budget balance after the federal relief
funds expires that results in weakened budget flexibility;
-- Material or sustained increases in the mandatory per-pupil
payments SDP makes to charter schools or charter school
enrollment that increases spending pressures.
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.
CURRENT DEVELOPMENTS
The PSD's operating performance has improved in recent years aided
by successful negotiations with state and local partners and
non-recurring federal stimulus, including $1.1 billion in ARPA
ESSER III. At the start of the pandemic, PSD shifted to remote
learning, which continued until the return to in-person learning in
September 2021 (fiscal 2022). Enrollment trends have been
negatively affected by the pandemic, with estimated losses of 7,000
students over two years. A large part of the loss was the result of
increased enrollment in cyber charter schools, which resulted in
increased spending on charter school payments in fiscal 2022.
The general fund ended Fiscal 2021 with a $19.8 million general
fund surplus primarily driven by lower than anticipated spending
for qualified instructional expenses covered by federal pandemic
relief funds and transportation savings due to remote learning. The
district also reduced the amount of transfers out of the general
fund by 7% from the adopted budget, due to lower short-term
borrowing and debt service costs. The ending unrestricted general
fund balance was $67 million, 2.2% of 2021 general fund spending,
up from 1.5% in fiscal 2020.
For fiscal 2022, the district anticipates a $140 million operating
surplus based on the Q3 Quarterly School Manager Report (QSMR). The
report indicates that operating revenues are slightly above
budgeted expectations and spending is down due to salary saving
from staffing challenges, and reductions in facilities spending and
other savings. Federal relief funds are expected to provide a
substantial $682.3 million, or 17% of estimated operating revenues
and other financing sources, based on year to date results; roughly
20% less than estimates in the adopted budget.
The PSD 2023 consolidated budget assumes large operating fund
surplus driven by a 31.8% increase in state aid and appropriates
approximately $555 million of federal relief funds, 12% of revenue
and other financing sources. The infusion of federal funding
supports the expectation for a sizable surplus for fiscal 2023. The
budgeted state aid reflects the governor's budget proposal, which
reflects an increase in the basic educational aid and savings in
charter costs associated with the governor's revised charter school
funding proposal. The budgeted expenditures assume a $226 reduction
in tuition payments and transportation costs for charter school
students, including roughly $145 million in reduced cyber charter
school tuition and special education costs.
The governor's proposed 2023 budget includes charter school law
changes that would revise the current funding formula, including
for special education services, and alter the process to resolve
tuition payment disputes between districts and charter schools. If
passed the proposed budget would provide a significant increase in
state aid and savings related to the charter school funding
revisions over the PSDs five-year financial plan.
The five-year financial plan assumes declining but still
substantial federal relief aid through 2025. Nevertheless, the
drop-off in stimulus funds and the projected emergence of a gap
between spending and revenue in fiscal 2025 will have to be
addressed. If the gaps persist, the district would likely drawn
down reserves although the unrestricted general fund balance would
remain positive, but relatively narrow, for the foreseeable future.
The deficits in fiscal 2025 and beyond could worsen if the
governor's proposed budget is not adopted. The city of
Philadelphia's Five-Year Plan assumes $1.4 billion in local grants
over the five-year period, including $270 million for fiscal 2023,
reflecting a 5.5% increase over the 2022 adopted budget.
CREDIT PROFILE
The district is the nation's 13th-largest school district and the
largest in the commonwealth, with 2021 enrollment of 201,818
students, of whom 82,326 or 40% were enrolled in charter schools
including alternative education. Total enrollment was down 1.4% in
fiscal 2021 from the prior school year, primarily driven by a 23%
increase cyber charter school enrollment (9,481 students). The
district projects flat cyber school enrollment for fiscal 2023.
Revenue Framework
Commonwealth allocations and local revenues each typically comprise
about one-half of SDP's revenues. Pennsylvania's funding comes
primarily in the form of direct aid for education and reimbursement
for a substantial share of annual pension costs. The commonwealth
has made permanent a dedication of cigarette tax revenues of at
least $58 million annually, and recently provided increased basic
education funding (BEF) under a more favorable funding formula.
Local revenues consist mainly of a property tax and certain other
taxes collected by the city of Philadelphia as school tax
collector, an annual statutorily mandated payment of $120 million
of the sales tax levied by the city and collected by the
commonwealth and direct grants made by the city.
Fitch anticipates revenue growth will be slow, in line with
long-term expectation for inflation. The commonwealth has only
decreased annual funding to SDP once in the past three decades.
There were multiple decreases to basic BEF, the largest component,
including just after the Great Recession, but the commonwealth
continued to fund a share of pension expense and overall state
funding generally increased. Unlike in many other states, the vast
majority of local school aid in Pennsylvania is not distributed on
a per-pupil basis and is not directly tied to enrollment.
Meanwhile, the city (at its own discretion) has issued bonds to
provide operating support for the district, the city worked with
the commonwealth to allocate $120 million annually of a local sales
tax increase to SDP, authorized multiple increases in the
district's property tax levy and committed to more additional
funding phased in over multiple years beginning in fiscal 2019.
Property taxes are more than one-half of local revenue, and Fitch
views prospects for growth in the city's tax base positively.
The commonwealth has granted the district authority to levy
property taxes of up to 16.75 mills, although this authority was
suspended while the district was in distressed status between
December 2001 and December 2017. This rate is more than double the
7.681 mills the city authorizes on behalf of the school district,
providing high independent revenue-raising ability. SDP has
indicated no intention to utilize this authority, and the city does
not believe it practically available. As such, Fitch puts minimal
weight on this theoretical revenue-raising ability.
Expenditure Framework
Charter school payments (including transportation) represent
approximately one-fourth of governmental funds expenditures
(excluding non-recurring programs funded with federal relief aid)
and a significant constraint on expenditure flexibility.
Nevertheless, management demonstrated its ability to implement
aggressive cost-cutting measures during periods of economic
downturns. Federal aid relieved the district of the need to make
meaningful spending cuts during the pandemic.
Fitch anticipates expenditure growth will continue to exceed
expected revenue growth in the absence of policy actions. Charter
school and pension expenses have been the primary historical growth
drivers in recent years, and salary and wage pressures continue to
add modest additional pressure. SDP projects charter school
enrollment and per pupil spending to increase steadily absent
policy changes.
SDP's carrying costs (debt service, actuarially determined pension
contributions and actual other post-employment benefit
contributions) are moderate at under 17% of spending. The carrying
costs are lower when adjusted for the commonwealth's reimbursement
of two-thirds of the annual pension expenses, which is based on a
statutory formula tied to each school district's property values
and personal income.
Fitch assesses the district's expenditure flexibility as
constrained given high levels of charter school expenditures and
the inflexible workforce environment. Adding charter school
expenditures to carrying costs, Fitch estimates total fixed costs
at over 40% of total governmental funds expenditures.
Labor contract negotiations for a small share of the district's
workforce (the principal's union and school safety officers,
approximately 7%) are governed by a state law that allows for labor
or management to trigger binding arbitration in the event of an
impasse. The district's fiscal and economic conditions are not a
required evaluation factor. Teachers and facilities employees (93%
of the workforce) are not covered by binding arbitration but can
authorize a strike. The current teachers' contract agreement
expires on Aug. 31, 2024.
Long-Term Liability Burden
SDP's long-term liability burden is moderate at approximately 12%
of personal income. Most debt is for capital needs, but the
district has occasionally benefited from financing issued by the
city to provide operating revenues for the district to manage
budgetary stress. The district has no variable-rate debt exposure
and terminated its last outstanding swap in January 2020.
The district's six-year capital improvement program (CIP) totals $2
billion and assumes the district will issue approximately $350
million in debt every two years. The additional debt will have a
modest impact on outstanding direct debt, which totals
approximately $3 billion. A facility conditions assessment (FCA),
originally completed in 2016, is being updated and will aid in the
prioritization of capital projects included in the CIP. Substantial
issuance by the city (thereby increasing overlapping debt) or
district without commensurate economic growth could pressure the
assessment of SDP's long-term liability burden.
The net pension liability was more than 40% of the total liability
burden in 2021. The district's pension funding for the PSERS is
determined by commonwealth statutes that dictated a ramp up to full
actuarially determined levels by fiscal 2017. The pension liability
has been relatively stable since then.
Terms of the pension system, including annual budgetary
requirements, are wholly outside of the district's control, as the
plan is statewide. In 2017, the commonwealth enacted changes to its
major pension systems, including PSERS, which should gradually
reduce the long-term liability and annual contribution requirements
by changing the level of benefits for new employees. Fitch does not
anticipate these changes will reduce the liability to a level that
would improve the agency's assessment of the district's long-term
liability burden.
The district's solid market access reflects the credit enhancement
offered by Pennsylvania's intercept provisions for school aid.
Legislation provides for commonwealth general fund money to make
intercept-eligible debt service payments, including for the
district's TRANs, in the event of a prolonged commonwealth budget
impasse.
Operating Performance
Despite recent improvements in operating performance, aided by
successful negotiation with state and local partners, the district
retains only limited but improved gap-closing capacity to address
economic downturns. Fiscal 2021 performance reflects a modest
increase in reserves with an unrestricted general fund balance of
$66.8 million, 2.2% of general fund spending. The $19.8 million
surplus was driven largely by short-term federal stimulus and
expenditure savings.
SDP's budgetary management practices are sound but limited by
fiscal constraints. Fitch believes that that management will
continue to actively address and minimize the projected budget
gaps, and will continue to work with the city and commonwealth to
support sufficient education funding.
SDP's narrow liquidity profile, partially resulting from the timing
of the receipt of city property tax revenues nine months into the
district's fiscal year, is bolstered by consistent marketplace
access for cash flow borrowing, supported by the state aid
intercept program. Fiscal year-end government wide days cash on
hand is typically narrow, approximating 34 days in fiscal 2021. Tax
and revenue note (TRAN) issuance provide the district liquidity in
anticipation of the bulk of property tax collections. Consistent
with recent practice, the district issued $550 million in TRANs in
2021.
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
information from Lumesis.
ESG CONSIDERATIONS
Fitch has revised the ESG Relevance Score for Labor Relations &
Practices to '4' from '3' due to due to the impact of labor
negotiations on the district's expenditure flexibility. This 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.
PRESSURE BIOSCIENCES: Incurs $4.2 Million Net Loss in First Quarter
-------------------------------------------------------------------
Pressure Biosciences, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.24 million on $480,000 of total revenue for the three months
ended March 31, 2022, compared to a net loss of $6.58 million on
$559,874 of total revenue for the three months ended March 31,
2021.
As of March 31, 2022, the Company had $2.89 million in total
assets, $27.64 million in total liabilities, and a total
stockholders' deficit of $24.75 million.
Pressure Biosciences said "We have experienced negative cash flows
from operations with respect to our pressure cycling technology
business since our inception. As of March 31, 2022, we did not
have adequate working capital resources to satisfy our current
liabilities and as a result, we have substantial doubt regarding
our ability to continue as a going concern. We have been
successful in raising debt and equity capital. We received $1.4
million in net proceeds from loans in the three months ended March
31, 2022. We have efforts in place to continue to raise cash
through debt and equity offerings.
"We will need substantial additional capital to fund our operations
in future periods. If we are unable to obtain financing on
acceptable terms, or at all, we will likely be required to cease
our operations, pursue a plan to sell our operating assets, or
otherwise modify our business strategy, which could materially harm
our future business prospects."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/830656/000149315222014379/form10-q.htm
About Pressure Biosciences
South Easton, Mass.-based, Pressure Biosciences Inc. --
http://www.pressurebiosciences.com-- develops and sells
innovative, broadly enabling, high pressure-based platform
technologies and related consumables for the worldwide life
sciences, agriculture, food and beverage, and other key
industries.
Pressure Biosciences reported a net loss of $20.15 million for the
year ended Dec. 31, 2021, compared to a net loss of $16.01 million
for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company
had $2.83 million in total assets, $25.04 million in total
liabilities, and a total stockholders' deficit of $22.21 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 4, 2022, citing that the Company has a working capital
deficit, has incurred recurring net losses and negative cash flows
from operations. These conditions raise substantial doubt about
its ability to continue as a going concern.
QUOTIENT LIMITED: Receives Noncompliance Notice From Nasdaq
-----------------------------------------------------------
Quotient Limited received notice from The NASDAQ Stock Market on
May 20, 2022, stating that, because the closing bid price for the
Company's ordinary shares has been below $1.00 per share for 30
consecutive business days, the Company no longer complies with the
minimum bid price requirement for continued listing on the Nasdaq
Global Market, subject to grace periods.
Nasdaq's notice has no immediate effect on the listing of the
Company's ordinary shares on the Nasdaq Global Market. Pursuant to
Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been
provided an initial compliance period of 180 calendar days, or
until Nov. 16, 2022, to regain compliance with the minimum bid
price requirement. To regain compliance, the closing bid price of
the Company's ordinary shares must be at least $1.00 per share for
a minimum of 10 consecutive business days during the initial
compliance period.
If the Company does not regain compliance by Nov. 16, 2022, the
Company may be eligible for an additional 180-calendar-day grace
period if it applies to transfer the listing of its ordinary shares
to the Nasdaq Capital Market. To qualify, the Company would be
required to meet the continued listing requirement for market value
of publicly held shares and all other initial listing standards for
the Nasdaq Capital Market, with the exception of the minimum bid
price requirement, and provide written notice of its intention to
cure the minimum bid price deficiency during the second compliance
period by effecting a reverse stock split if necessary. If the
Nasdaq staff determines that the Company will not be able to cure
the deficiency, or if the Company is otherwise not eligible for
such additional compliance period, Nasdaq will provide notice that
the Company's ordinary shares will be subject to delisting. The
Company would have the right to appeal a determination to delist
its ordinary shares, and the ordinary shares would remain listed on
the Nasdaq Global Market until the completion of the appeal
process.
The Company is considering actions that it may take in response to
this notification in order to regain compliance with the continued
listing requirements, but no decision about any action has been
made at this time.
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
Quotient Limited reported a net loss of $108.47 million for the
year ended March 31, 2021, a net loss of $102.77 million for the
year ended March 31, 2020, and a net loss of $105.38 million for
the year ended March 31, 2019. As of Dec. 31, 2021, the Company
had $208.77 million in total assets, $334.38 million in total
liabilities, and a total shareholders' deficit of $125.61 million.
REGIONAL HEALTH: Delays Filing of First Quarter Form 10-Q
---------------------------------------------------------
Regional Health Properties, Inc. filed a Form 12b-25 with the
Securities and Exchange Commission notifying the delay in the
filing of its Quarterly Report on Form 10-Q for the period ended
March 31, 2022.
Regional Health has determined that it is unable to file its
Quarterly Report within the prescribed time period without
unreasonable effort or expense because the Company is experiencing
employee turnover and does not currently have the resources needed
to complete the filing on a timely basis. As a result, additional
time is needed to finalize the Quarterly Report and furnish the
XBRL Interactive Data File exhibits required by Item 601(b)(101) of
Regulation S-K.
About Regional Health Properties
Regional Health Properties, Inc. (NYSE American: RHE) (NYSE
American: 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.
RENNOVA HEALTH: Incurs $2.3 Million Net Loss in First Quarter
-------------------------------------------------------------
Rennova Health, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.27 million on $1.14 million of net revenues for the three
months ended March 31, 2022, compared to a net loss of $3.89
million on $(650,692) of net revenues for the three months ended
March 31, 2021.
As of March 31, 2022, the Company had $19.01 million in total
assets, $47.58 million in total liabilities, and a total
stockholders' deficit of $28.57 million.
The Company's core operating businesses are now a rural hospital,
the CarePlus Clinic and a hospital and physician practice that it
plans to reopen and operate. The Company's current financial
condition may make it difficult to attract and maintain adequate
expertise in its management team to successfully operate these
businesses.
Rennova said "We need to raise additional funds immediately and
continue to do so until we begin to realize positive cash flow from
operations. There can be no assurance that we will be able to
achieve our business plan, which is to acquire and operate clusters
of rural hospitals and related service providers, raise any
additional capital or secure the additional financing necessary to
implement our current operating plan. Our ability to continue as a
going concern is dependent upon our ability to significantly
increase our revenues, reduce our operating costs and eventually
achieve profitable operations. The accompanying condensed
consolidated financial statements do not include any adjustments
that might be necessary if we are unable to continue as a going
concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/931059/000149315222014780/form10-q.htm
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com-- is a
provider of health care services to rural communities. The Company
owns one operating acute care hospital in Oneida, Tennessee known
as Big South Fork Medical Center (classified as a critical access
hospital), an acute care hospital and physician's office located in
Jamestown, Tennessee that it plans to reopen and operate, and a
rural clinic in Kentucky.
Rennova Health reported net income of $5.61 million for the year
ended Dec. 31, 2021, compared to a net loss of $18.34 million for
the year ended Dec. 31, 2020. Net loss available to common
stockholders for the year ended Dec. 31, 2021, was $500.87 million
while the net loss available to common stockholders for the year
ended Dec. 31, 2020, was $281.59 million. As of Dec. 31, 2021, the
Company had $19.63 million in total assets, $46.94 million in total
liabilities, and a total stockholders' deficit of $27.30 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 15, 2022, citing that the Company has recognized
recurring losses and negative cash flows from operations, and
currently has minimal revenue producing activities. This raises
substantial doubt about the Company's ability to continue as a
going concern.
RESHAPE LIFESCIENCES: Incurs $8.2 Million Net Loss in First Quarter
-------------------------------------------------------------------
Reshape Lifesciences, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $8.22 million on $2.44 million of revenue for the three months
ended March 31, 2022, compared to a net loss of $4.87 million on
$3.22 million of revenue for the three months ended March 31,
2021.
As of March 31, 2022, the Company had $47.27 million in total
assets, $8.65 million in total liabilities, and $38.63 million in
total stockholders' equity.
The Company currently does not generate revenue sufficient to
offset operating costs and anticipates such shortfalls to continue
primarily due to the unpredictability of new variants of COVID-19,
which may result in a slow-down of elective surgeries and
restrictions in some locations. The Company believes that the
actions presently being taken to further implement the Company's
business plan to expand sales with a direct to consumer marketing
strategy will provide the opportunity for the Company to generate
sufficient revenues to continue as a going concern. The Company
believes in the viability of its business strategy and in its
ability to raise additional funds, there can be no assurance to
that effect. The Company's ability to continue as a going concern
is dependent upon the Company's ability to further implement its
business plan and generate revenues.
As of March 31, 2022, the Company had net working capital of
approximately $15.5 million, primarily due to cash and cash
equivalents and restricted cash of $15.5 million. The Company's
principal source of liquidity as of March 31, 2022, consisted of
approximately $15.5 million of cash and cash equivalents and
restricted cash, and $2.4 million of accounts receivable.
Management Commentary
"The emergence of the fast-spreading COVID-19 Omicron variant in
late 2021 led to the closing of a significant number of bariatric
centers, thus, severely limiting elective surgeries, nationwide,
during the first few months of 2022, which deferred revenues during
the quarter," stated Bart Bandy, president and chief executive
officer of ReShape Lifesciences. "That said, as the restrictions
on elective procedures were subsequently lifted, we began to see a
solid uptick in sales. We were particularly encouraged by our
revenue generation in March, which eclipsed our sales in January
and February, combined. Importantly, this positive revenue trend
has extended into the second quarter and we expect that practices
will work through any patient backlogs and the company will see
continued sales growth throughout the year, buoyed by the success
of our multi-tiered, DTC marketing campaign which is driving
increased patient demand. This year, over 40 bariatric surgeons
have approached us for recertification and we are receiving a
steady flow of requests for refresher programs from existing
accounts every week. We are extremely fortunate to have Vern
Vincent, recipient of the ASMBS' 2022 Distinguished Industry
Partner Award, facilitating the training of these accounts and the
next generation of bariatric surgeons, including Bariatric Fellows,
on the benefits of the Lap-Band."
"Given the level of renewed interest in the Lap-Band from key
industry organizations, bariatric surgeons and consumers, alike, we
are enthusiastic about the road ahead. Understanding that the
four-to-six-month mandatory waiting period required by insurers for
bariatric or weight loss procedures, including the Lap-Band,
represents an anticipated interval between early patient engagement
and scheduled procedures, we are just at the cusp of reaping the
benefits of our DTC marketing campaign, which we plan to expand
throughout the year by integrating targeted digital media marketing
with our current television and print campaign. We are optimistic
that the upward trend in sales we are experiencing will continue as
we expand visibility and demand for the Lap-Band," Mr. Bandy said.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1427570/000155837022009259/rsls-20220331x10q.htm
About ReShape Lifesciences
ReShape Lifesciences (Obalon Therapeurtics, Inc.) is a weight loss
and metabolic health-solutions company, offering an integrated
portfolio of proven products and services that manage and treat
obesity and metabolic disease.
ReShape reported a net loss of $61.93 million for the year ended
Dec. 31, 2021, a net loss of $21.63 million for the year ended Dec.
31, 2020, and a net loss of $23.67 million for the year ended Dec.
21, 2019.
RIVERDALE FINANCE: Fitch Affirms BB Rating on $7MM 2018A Tax Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the following
Riverdale Finance Corporation, IL income tax securitized bonds:
-- $7.5 million income tax securitized bonds, series 2018A.
Fitch also affirmed the 'CCC' Issuer Default Rating (IDR) on the
village of Riverdale, IL.
The Rating Outlook on the corporation's bonds is Stable.
SECURITY
The income tax securitized bonds have a first lien on the village's
local share of the statewide income tax. The pledged revenue
includes all distributions under Section 2 of the State Revenue
Sharing Act from the Local Government Distributive Fund (LGDF) of
income tax amounts payable by the state of Illinois to the village.
The lien is closed to additional bonds. Final maturity is on Oct.
1, 2047.
ANALYTICAL CONCLUSION
The 'CCC' IDR reflects the village's very poor credit fundamentals,
including its recent distressed financial position, very low
pension funding, structural budget imbalance, and a declining tax
base. Fitch expects that revenues would decline through an economic
cycle and that the village will continue to be challenged to
balance financial operations.
DEDICATED TAX ANALYTICAL CONCLUSION
The 'BB' income tax securitized bond rating is based on the very
strong legal structure which supports a true sale of the revenues
and, in Fitch's opinion, significantly insulates bondholders from
operating risk of the village of Riverdale. As the structure is a
securitization specifically authorized by state law, the rating can
be up to six notches above the village's 'CCC' IDR, pursuant to
Fitch criteria. The rating reflects the limited and declining tax
and population base, which Fitch considers to be an asymmetric
risk.
Economic Resource Base
Riverdale is located approximately 22 miles south of downtown
Chicago with a population of 10,663. Residential properties make up
approximately 60% of the tax base, while commercial, industrial and
railroad properties comprise the remainder. The village became a
home rule municipality via referendum in 2006.
KEY RATING DRIVERS
Revenue Framework: 'bbb'
Fitch expects general fund revenue without rate adjustments will
decline through an economic cycle. The village has unlimited
independent legal ability to increase revenues as a home rule
municipality, although its practical ability to do so is
constrained.
Expenditure Framework: bb
Expenditures seem likely to grow at an extremely high rate compared
to expectations for revenue declines, creating budget gaps that
will be difficult to address. The village has a constrained ability
to adjust expenditures.
Long-Term Liability Burden: bbb
The village's long-term liability burden, including the net pension
liability and overall debt, is high relative to residents' personal
income.
Operating Performance: bb
Fitch believes that the village has extremely limited gap-closing
capacity and that the already distressed operations will worsen as
actuarially determined pension contributions and debt service
increase. Fitch expects that the village will face significant
challenges in maintaining positive reserve levels after fiscal 2023
when principal payments on the Riverdale Finance Corporation's debt
will begin unless management continues to underfund its pension
contributions, which Fitch views as unsustainable.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
For the IDR:
-- Sustained improvement in the reserve position while
sustainably funding pension contributions at a level closer to
the actuarially determined contribution.
For the dedicated tax bonds:
-- Long-term stabilization of income tax revenue trends leading
to improved resilience;
-- Upgrade of the IDR.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
For the IDR:
-- Further erosion of financial resilience that portends an
inability to pay obligations.
For the dedicated tax bonds:
-- Sustained pledged revenue declines leading to worse
resilience, beyond the range of Fitch's expectations;
-- A downgrade of the IDR.
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.
CURRENT DEVELOPMENTS
The village finished fiscal 2021 with a surplus of almost $1.6
million, increasing general fund balance to over $1.6 million
(almost 13% of general fund expenditures). The surplus was largely
driven by underfunding the police and fire pension actuarially
determined contributions (ADC) by $2 million. A trend of
underfunding those pension plans has led the combined funding ratio
to decline to a low 24% (Fitch-adjusted to a 6% rate of return).
In fiscal 2022, management reports that revenue is trending above
budget, leading to an expectation for a general fund net surplus
even after transferring $400,000 out to the capital improvement
fund. However, these projected results reflect another shortfall
(nearly $2 million) in funding for the police and fire pension plan
ADC. The same level of pension underfunding is included in the
fiscal 2023 budget.
The village was allocated $1.8 million in American Rescue Plan Act
(ARPA) funds, which it plans to use on capex, including police and
public works vehicles.
In the long term, the village faces a challenging structural budget
imbalance. The recent increases in general fund balance have
largely come at the expense of severely underfunding the village
pension plans. At the same time, population declines continue to
pressure the village's revenue base.
Fitch is aware that the mayor of Riverdale is under federal
investigation regarding the approval of permits for a village
contractor and will monitor any credit rating impact as the
situation evolves.
DEDICATED TAX KEY RATING DRIVERS
Strong Legal Framework: Fitch believes the bankruptcy-remote,
statutorily defined nature of the issuer and a bond structure
involving a perfected first-lien security interest in the income
tax revenues are key credit strengths. Fitch considers the credit
quality of the corporation's bonds as somewhat insulated from that
of Riverdale. Therefore, the BB corporation bond rating can be
higher than the village's IDR under Fitch criteria's dedicated tax
bond analysis.
Declining Pledged Revenue Prospects: Pledged income tax revenues
increased over the 10 fiscal years ending 2020 by approximately
1.5% annually on average. This was largely due to a significant
increase in fiscal 2019, which was partially due to the state
lessening the reduction in income tax revenue to 5% from 10% that
it had implemented in its 2018 biennium budget as well as a
one-time large increase in 2013. Fitch expects pledged revenue to
decrease going forward due to continued population declines in the
village and flat to modest state revenue growth.
Resilience Through Economic Cycles: The pledged revenue structure
is expected to show a moderate level of resiliency to anticipated
declines in an economic downturn scenario or further state action
in altering the local share of revenue. Based on 2020 results, the
structure could tolerate a 50% decline in pledged revenue and still
provide 1.0x coverage. The 50% decline is 2.6x the largest
historical decline and 7.6x the potential impact of Fitch's stress
scenario due to the current economic downturn, as modeled by the
FAST Econometric API - Fitch Analytical Stress Test (FAST) model.
Fitch expects fiscal 2021 debt service coverage will be in line
with fiscal 2020. No additional debt is allowed under the bond
resolution.
CREDIT PROFILE
Riverdale sold all right, title and interest in the pledged
revenues to Riverdale Finance Corporation, a limited purpose
entity. The state will direct all pledged income tax revenues to
the trustee for benefit of corporation bondholders, and the
residual will flow to the village for any lawful purpose. Pledged
revenues include the village's share of the state-collected
statewide income tax.
The pledged income tax revenue is collected by the Illinois
Department of Revenue, which certifies the amount collected to the
state comptroller on a monthly basis. The comptroller must deposit
the local share of the income tax revenue to the LGDF no later than
60 days after the comptroller receives that certification. The
statewide income tax rate has changed several times since it was
first established in 1969 and three times since 2011. The rate is
currently 4.95% on individuals and 7.00% on corporations. The local
share is 6.06% of the individual income tax and 6.85% of the
corporate tax. Allocations to individual municipalities are made on
the basis of that municipality's proportionate share of the state's
population. This introduces some downward pressure on revenue, as
the village's population has declined at a faster rate than the
state.
Growth prospects for the pledged revenue stream are negative.
Income tax receipts are allocated to the village based on its
population as a proportion of the state population, meaning
relative declines in population at a higher rate than the growth
rate in state income tax revenue would lead to declines in the
pledged revenue. The village's population declined from over 15,000
in 2000 to 13,549 in the 2010 Census, and further to an estimated
10,663 in 2020, a 21% decline since 2010. In the meantime, the
state's population declined at a slower rate (0.1%) since 2010.
To evaluate the sensitivity of the dedicated revenue stream to
cyclical decline, Fitch considers both revenue sensitivity results,
using a 1% decline in national GDP scenario, and the largest
decline in revenues over the period covered by the revenue
sensitivity analysis. Based on the historical performance of
pledged income tax revenues since 2000, FAST generates a 6.6%
scenario decline. The largest cumulative decline was an
approximately 19% decline between 2008 and 2010.
Fitch also considered a scenario in which the state decreases the
local share of income tax revenue by 10%, as it did in fiscal 2018,
in the same year of the largest decline. This would result in a
pledged revenue decline of around 27%. Based on current coverage,
the revenue stream could withstand a 62% decline before not fully
covering maximum annual debt service. This is 2.3x the stressed 27%
decline. The bonds have a cash-funded debt service reserve fund,
which provides some additional cushion.
ESG CONSIDERATIONS
Riverdale Village (IL) [General Government] has an ESG Relevance
Score of 4 for Demographic Trends due to the steep declines in
population. The steep declines have resulted in a decline in the
revenue base and an increase in the long-term liability burden as a
percent of personal income. This 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.
DEBT RATING PRIOR
---- ------ -----
Riverdale Village (IL) LT IDR CCC Affirmed CCC
[General Government]
Riverdale Finance Corporation LT BB Affirmed BB
(IL)
/State Allocation –
Income Tax/1 LT
Riverdale Village (IL) / LT CCC Affirmed CCC
Issuer Default Rating –
General Government/1 LT
ROCKALL ENERGY: Cancer Plaintiff Asks to Lift Chapter 11 Stay
-------------------------------------------------------------
Vince Sullivan of Law360 reports that a state court plaintiff
alleging her esophageal cancer was caused by affiliates of bankrupt
Rockall Energy Holdings LLC asked a Texas judge on Friday, May 27,
2022, to lift the automatic stay that came with the company's
Chapter 11 filing so she can pursue her claims to a final judgment.
In a motion, Deidra Baucum said she has active claims in
Mississippi state court against Rockall Energy and co-debtor Petro
Harvester Operating Company LLC alleging that her illness was
caused by toxic chemicals that escaped an oilfield wastewater
disposal well operated by the debtor adjacent to her property.
About Rockall Energy Holdings
Rockall Energy Holdings, LLC, is a mid-sized oil exploration and
production company.
Rockall Energy and its affiliates sought Chapter 11 bankruptcy
protection (Bank. N.D. Tex. Lead Case No. 22-90000) on March 9,
2022. In the petition filed by David Mirkin, as chief financial
officer, Rockall Energy Holdings listed $100 million and $500
million in both assets and liabilities.
The cases are handled by Honorable Judge Mark X. Mullin.
The Debtors tapped Vinson & Elkins, LLP as legal counsel; Lazard
Freres & Co., LLC as investment banker; and Ankura Consulting
Group, LLC, as restructuring advisor. Stretto, Inc. is the claims
agent.
On March 18, 2022, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Pachulski Stang Ziehl & Jones LLP as its counsel and Riveron RTS,
LLC, as financial advisor.
ROCKING M MEDIA: Wins Cash Collateral Access Thru July 15
---------------------------------------------------------
The U.S Bankruptcy Court for the District of Kansas authorized
Rocking M Media, LLC and its debtor-affiliates to use cash
collateral and inventory on a temporary basis until July 15, 2022,
and provide adequate protection.
The Debtors continue to have an immediate and critical need to use
cash collateral pursuant to the terms of the Order to, among other
things, finance the ordinary costs of their operations, maintain
business relationships with vendors, suppliers, and customers, make
payroll, and satisfy other working capital and operational needs.
Kansas State Bank of Manhattan, Bank of Commerce & Trust Co.,
Farmers & Merchants Bank of Colby, the Small Business
Administration and Belate, LLC serve as the Debtors' Pre-Petition
Lenders, and may claim valid, perfected and enforceable liens on
and security interests in, among other things, depository accounts,
real property and/or specific furniture, fixtures and equipment.
As adequate protection, the Creditors are granted replacement
security interests in, and liens on, all post-Petition Date
acquired property of the Debtors and the Debtors' bankruptcy
estates that is the same type of property that the Creditor holds a
pre-petition interest, lien or security interest to the extent of
the validity and priority of such interests, liens, or security
interests, if any. The amount of each of the Replacement Liens will
be up to the amount of any diminution of each of the Creditors'
respective collateral positions from the Petition Date. The
priority of the Replacement Liens will be in the same priority as
each of the Creditors pre-petition interests, liens, and security
interests in similar property.
To the extent the Replacement Liens prove inadequate to protect the
Creditors, they are granted an administrative expense claim.
The Debtors will continue to maintain adequate and sufficient
insurance on all their properties and assets.
A final hearing on the matter is scheduled for July 7 at 1:30 p.m.
A copy of the order is available at https://bit.ly/3LUbC2n from
PacerMonitor.com.
About Rocking M Media, LLC
Rocking M Media, LLC and its affiliates own and operate radio
stations, radio networks, and digital media platforms that provide
music, news, sports, and weather to its listeners and viewers.
Rocking M Media supports local, regional, and national businesses
and organizations across the State of Kansas as well as Nebraska,
Colorado, Oklahoma, and Texas.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 22-20242) on March 26,
2022. In the petition signed by Monte M. Miller, chief executive
officer, the Debtors disclosed up to $1 million in assets and up to
$10 million in liabilities.
Judge Dale L. Somers oversees the case.
Sharon L. Stolte, Esq., at Sandberg Phoenix & von Gontard PC is the
Debtors' counsel.
Kansas State Bank of Manhattan, as creditor, is represented by
Nicholas J. Zluticky, Esq. at Stinson LLP.
Belate, LLC, as creditor, is represented by Andrea Chase, Esq. at
Spencer Fane LLP.
Farmers and Merchants Bank of Colby, as creditor, is represented by
Scott M. Hill, Esq. at Hite, Fanning & Honeyman L.L.P.
ROYALE ENERGY: Incurs $52K Net Loss in First Quarter
----------------------------------------------------
Royale Energy, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $52,351 on $516,505 of total revenues for the three months ended
March 31, 2022, compared to a net loss of $572,167 on $401,263 of
total revenues for the three months ended March 31, 2021.
As of March 31, 2022, the Company had $11.69 million in total
assets, $21.51 million in total liabilities, $23 million in
mezzanine equity, and a total stockholders' deficit of $32.82
million.
The primary sources of liquidity have historically been issuances
of common stock, oil and gas sales through ongoing operations and
the sale of oil and gas properties. There are factors that give
rise to substantial doubt about the Company's ability to meet
liquidity demands, and Royale Energy anticipates that its primary
sources of liquidity will be from the issuance of debt and/or
equity, the sale of oil and natural gas property participation
interests through its normal course of business and the sale of
non-strategic assets.
At March 31, 2022, the Company's consolidated financial statements
reflect a working capital deficiency of $6,935,450 and a net loss
of $52,351 for three months ended March 31, 2022. These factors
raise substantial doubt about Royale Energy's ability to continue
as a going concern. The accompanying consolidated financial
statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
Management's plans to alleviate the going concern by cost control
measures that include the reduction of overhead costs and the sale
of non-strategic assets. There is no assurance that additional
financing will be available when needed or that management will be
able to obtain financing on terms acceptable to the Company and
whether the Company will become profitable and generate positive
operating cash flow. If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments, and
reduce overhead until sufficient additional capital is raised to
support further operations. There can be no assurance that such a
plan will be successful.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1694617/000118518522000678/royaleinc20220331_10q.htm
About Royale
El Cajon, CA-based Royale Energy, Inc. -- http://www.royl.com-- is
an independent oil and natural gas producer incorporated under the
laws of Delaware. Royale's principal lines of business are the
production and sale of oil and natural gas, acquisition of oil and
gas lease interests and proved reserves, drilling of both
exploratory and development wells, and sales of fractional working
interests in wells to be drilled by Royale. Royale was
incorporated in Delaware in 2017 and is the successor by merger to
Royale Energy Funds, Inc., a California corporation formed in
1983.
Royale Energy reported a net loss of $3.60 million for the year
ended Dec. 31, 2021, compared to a net loss of $8.15 million for
the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$10.79 million in total assets, $20.55 million in total
liabilities, $22.80 million in mezzanine equity, and a total
stockholders' deficit of $32.57 million.
Dallas, Texas-based Weaver and Tidwell, LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 15, 2022, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
SABRE INDUSTRIES: S&P Lowers ICR to 'B-', Outlook Stable
--------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Sabre's $1
billion first-lien credit facility--comprising a $125 million
revolving credit facility due in 2026 and $875 million term loan
due in 2028--to 'B-' from 'B'. S&P's '3' recovery rating is
unchanged.
The stable outlook reflects S&P's view that while it expect Sabre's
leverage to remain elevated over the next 12 months, it believes
liquidity will remain adequate.
Yearlong significant inflation--particularly in steel--has
curtailed Sabre's EBITDA margins over the last three quarters. For
over 12 months, commodity prices increased more than 300%. While
Sabre can pass through price increases to customers, it is
typically with a lag. Thus, the prolonged and unyielding nature of
the commodity inflation exacerbated the effects of such a lag. As a
result of this, as well as labor inflation, EBITDA margins as of
the quarter ended Jan. 31, 2022, contracted meaningfully compared
to the end of its fiscal year ending April 30, 2021. (Sabre
Industries is privately owned and does not publicly disclose its
financials.)
Because of contracting EBITDA generation, Sabre's leverage has
increased to more than 11x. As Sabre's EBITDA generation
deteriorated due to commodity inflationary pressures--and it
incurred high costs related to its leveraged buyout (LBO) by
Blackstone Capital Partners in 2021--so too have its leverage
metrics . As of Jan. 31, Sabre's leverage was 11.8x, compared to
2.6x as of the fiscal year ended April 30, 2021, and 8x as of the
quarter ended July 31, 2021. While S&P expects improved pricing
from Sabre's Alliance Partnerships as its record backlog releases,
it expects leverage to remain above 7x for the next 12 months.
The stable outlook reflects S&P's expectation that inflationary
pressures will keep adjusted debt to EBITDA above 7x for the next
12 months, even if EBITDA rebounds to fiscal 2021 levels. The
stable outlook is also predicated upon its expectations that Sabre
will maintain adequate liquidity over the next 12 months, with
EBITDA interest coverage of 2.1x-2.6x over the same period.
S&P could lower its ratings on Sabre in the next year if:
-- The company's liquidity deteriorated such that liquidity uses
exceeded sources and we viewed a covenant breach under its
revolving credit facility to be likely, and S&P came to view
Sabre's capital structure as unsustainable; or
-- Sabre's adjusted EBITDA interest coverage were to be sustained
below 1x and adjusted debt to EBITDA were to be sustained above 12x
without a path toward improvement.
S&P would upgrade Sabre if:
-- Adjusted debt to EBITDA trends toward 6x, an unlikely event
over the next 12 months given high debt as of January 31, 2022,
which would imply a 60% increase in EBITDA generation in 2023;
-- S&P believes sponsor Blackstone is committed to maintaining a
more conservative financial profile; and
-- Increased scale results in over $1 billion of sales, with
EBITDA margins sustained in the low- to mid- teen percent range.
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of Sabre Industries. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of
controlling owners, in line with our view of most rated entities
owned by private-equity sponsors. Environmental factors have no
material influence on our credit analysis."
SALLY BEAUTY: S&P Raises Senior Unsecured Notes Rating to 'BB-'
---------------------------------------------------------------
S&P Global Ratings raised its rating on Sally Beauty Holdings
Inc.'s (SBH's) senior unsecured notes to 'BB-' following the
company's announcement that it issued a notice of redemption on the
$300 million 8.75% senior secured second-lien notes due 2025. The
notes will be redeemed on May 31, 2022. S&P also revised the
recovery rating to '4', which indicates its expectation for average
recovery (30%-50%; rounded estimate: 35%) in the event of a payment
default or bankruptcy.
The 'BB+' issue-level and '1' recovery ratings on SBH's term loan B
are unchanged.
S&P said, "Our 'BB-' issuer credit rating and positive outlook on
SBH are also unchanged. The positive outlook reflects that we could
upgrade Sally Beauty if it is clear the company is positioned for
sales and EBITDA growth over the coming year, and we believe the
financial policy supports maintenance of improved credit metrics,
which could be indicated through additional debt paydown with
balance sheet cash."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P said, "Our recovery analysis considers that, in a
hypothetical bankruptcy scenario, the senior secured term loan B
lenders would benefit from the value we attribute to the company in
our simulated bankruptcy/emergence scenario, excluding estimated
administrative expenses and other priority claims (primarily
asset-based loan [ABL] revolver-related claims)."
-- S&P said, "Our simulated default scenario contemplates a
default occurring in 2026 due to a combination of factors,
including a protracted economic decline that leads to reduced
consumer spending, increased competitive pressure, and the failure
of the company's merchandising strategies and store initiatives.
This would substantially erode its revenue and earnings.
-- S&P said, "Our simulated default scenario assumes SBH would
reorganize as a going concern to maximize its lenders' recovery
prospects. We apply a 5.5x multiple to our projected
emergence-level EBITDA. This multiple is higher than the 5.0x
multiple we typically apply to its retail peers to reflect the
company's unique market position as the largest beauty supply
retailer and distributor with the largest private-label merchandise
offering in beauty supplies."
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence: $180 million
-- Implied enterprise value multiple: 5.5x
-- Gross enterprise value at emergence: $987 million
Simplified waterfall
-- Net enterprise value at default (after 5% administrative
costs): $938 billion
-- ABL revolver claims*: $287 million
-- Senior secured term loan B claims*: $395 million
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Senior unsecured note claims*: $699 million
--Recovery expectations: 30%-50% (rounded estimate: 35%)
*All debt claims include six months of prepetition interest.
SHEPHERD REALTY: Seeks to Hire Nicholas B. Bangos as Counsel
------------------------------------------------------------
Shepherd Realty Investments, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ law
firm of Nicholas B. Bangos, PA as its counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its powers and duties in the
continued management and operation of its affairs and property;
attend meetings and negotiate with representatives of creditors and
other parties-in-interest;
(b) advise and consult on the conduct of the Chapter 11 case;
(c) advise the Debtor in connection with any contemplated
sales of assets;
(d) analyze the Debtor's leases and contracts;
(e) take all necessary actions to protect and preserve the
Debtor's estate;
(f) prepare legal papers;
(g) negotiate and prepare on the Debtor's behalf a Chapter 11
plan of reorganization or liquidation, disclosure statement and all
related agreements and/or documents;
(h) attend meetings with third parties and participate in
negotiations with respect to the above matters;
(i) appear before the bankruptcy court, any appellate courts,
and the U.S. Trustee to protect and represent the interests of the
Debtor's estate; and
(j) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Partners $650
Associates $100 - $400
Paraprofessionals $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm has received a general retainer of $25,000 from Ariel
Banegas, an authorized representative of the Debtor.
Nicholas Bangos, Esq., disclosed in a court filing that his firm is
a "disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Nicholas B. Bangos, Esq.
Nicholas B. Bangos, PA
2560 RCA Blvd., Suite 114
Palm Beach Gardens, FL 33410
Telephone: (561) 781-0202
Email: nick@nbbpa.com
About Shepherd Realty Investments
Shepherd Realty Investments, Inc. is the fee simple owner of two
real estate properties located in West Palm Beach, Fla., having a
total appraised value of $470,000.
Shepherd Realty Investments filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-12083) on March 16, 2022, listing $470,044 in total assets and
$1,420,665 in total liabilities. Maria Yip serves as Subchapter V
trustee.
Judge Erik P. Kimball oversees the case.
The law firm of Nicholas B. Bangos, PA serves as the Debtor's legal
counsel.
SKY MEDIA: Unsecured Creditors to Split $14.5K Over 32 Months
-------------------------------------------------------------
Sky Media Pay, Inc., submitted an Amended Plan of Reorganization
for Small Business.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $26,619.00 monthly. The
final Plan payment is expected to be paid on February 2025.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately .02 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 2 Secured claim of International Bank, IFB Proof of Claims 8
and 9.
* Proof of Claim 8: International Finance Bank, Unit 4811, 32
months in a plan that pays $2847.29 monthly, for a total of
$91,113.28 and afterwards a balloon payment on the balance. Parties
agree to sell for no less than $488,381 up to the POC secured claim
amount minus any payments previously made.
* Proof of Claim 9: International Finance Bank, Unit 4801, 32
months in a plan that pays $8,773.23 for a total of $280,743.36 and
afterwards a balloon payment on the balance. Parties agree to sell
for no less than $968,284.80 up to the POC secured claim amount
minus any payments previously made.
Class 2 Secured claim of Imperial Fund LLC, Proof of Claim 15.
Imperial Fund, LLC, Proof of Claim 15, Debtor sold 200 Biscayne
Blvd. Way, Unit 4704, Miami, FL 33131 on May 13, 2022. At closing,
Imperial Fund was paid a total of $840,000.00 for full satisfaction
of the debt.
Class 2 Secured claim of MCI Capital, Proof of Claim 16. MCI
Capital, 200 Biscayne Blvd Way, Unit 4712, to be surrendered at
confirmation. Creditor is granted stay relief upon confirmation.
Class 2 Secured claim of Epic West Condominium Association, Claims
11, 12, 13, 14.
* Epic West Condominium Association, Proof Of Claim 11, 200
Biscayne Blvd Way, Unit 4704, Miami, FL 33131 was sold May 15,
2020. Creditor was paid $90,398.84 for full satisfaction of the
debt.
* Epic West Condominium Association, POC 12, 200 Biscayne
Blvd. Way, Unit 4712 to be surrendered at confirmation. Creditor is
granted stay relief upon confirmation.
Class 2 Secured claim of Swift Financial Claim 4. Reduce claim to
$30,000 payable $937.50 over 32 months.
Class 3 consists of Non-priority unsecured creditors. Class 3
totals $636,677, the class shall share in a total distribution of
$14,529.55 over 32 months. Payments shall be distributed pro rata
on a monthly basis, commencing on the first of the month after the
Effective Date. The pro rata distribution to the Class 3
Claimholders shall be in full satisfaction, settlement, release and
discharge of their respective Allowed Class 3 Claims.
A full-text copy of the Amended Plan dated May 24, 2022, is
available at https://bit.ly/3LW4XVx from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Roshawn Banks, Esq.
The All Law Center, PA
P.O. Box 25978
Fort Lauderdale, FL 33320
Telephone: (954) 747-1843
Email: RBanks@thealllawcenter.com
About Sky Media Pay
Sky Media Pay, Inc., is the fee simple owner of four real
properties in Miami, Fla., having a total current value of $2.52
million.
Sky Media Pay filed a voluntary petition for Chapter 11 protection
(Bankr. S.D. Fla. Case No. 21-20444) on Oct. 29, 2021, listing
$2,521,691 in total assets and $4,503,498 in total liabilities.
Paola Angulo, president, signed the petition.
Judge Laurel M. Isicoff oversees the case.
Roshawn Banks, Esq., at The All Law Center, PA, serves as the
Debtor's legal counsel.
STEVEN K. THOMAS: June 29 Plan & Disclosure Statement Hearing Set
-----------------------------------------------------------------
On April 29, 2022, debtor Steven K. Thomas, Inc., d/b/a Hearing
Care and Audiology, filed with the U.S. Bankruptcy Court for the
Southern District of Florida a First Amended Combined Small
Business Plan and Disclosure Statement.
On May 24, 2022, Judge Mindy A. Mora conditionally approved the
Disclosure Statement and ordered that:
* June 29, 2022, at 2:30 p.m. at the U.S. Bankruptcy Court,
Flagler Waterview Building, 1515 N. Flagler Drive, 8th Floor,
Courtroom A, West Palm Beach, FL 33401 is the hearing on final
approval of Disclosure Statement, Confirmation Hearing and hearing
on fee applications.
* June 22, 2022, is fixed as the last day for filing written
acceptances or rejections of the plan.
* June 24, 2022, fixed as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the plan.
* June 15, 2022, is the last day for filing and serving
objections to claims.
* June 15, 2022, is the last day for filing and serving fee
applications.
A copy of the order dated May 24, 2022, is available at
https://bit.ly/3wX1EJz from PacerMonitor.com at no charge.
Attorney for Debtor:
Chad T. Van Horn, Esq.
Van Horn Law Group, PA
330 N. Andrews Ave., Suite 450
Fort Lauderdale, FL 33301
Telephone: (954) 765-3166
Email: Chad@cvhlwgroup.com
About Steven K. Thomas Inc.
Steven K. Thomas Inc. filed for Chapter 11 protection (Bankr. S.D.
Fla. Case No. 21-20074) on Oct. 20, 2021, listing up to $50,000 in
assets and up to $500,000 in liabilities. Judge Mindy A Mora
presides over the case. Chad Van Horn, Esq., at Van Horn Law
Group, Inc., serves as the Debtor's attorney.
TECTA AMERICA: S&P Alters Outlook to Positive, Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its rating outlook on U.S.-based
commercial roofing installer Tecta America Corp. to positive from
stable and affirmed its 'B-' issuer credit rating. S&P also
affirmed its 'B-' issue-level rating and '3' recovery rating
(rounded estimate: 55%) on the first-lien credit facilities and a
'CCC' issue-level rating and '6' recovery rating (rounded estimate:
0%) on the second-lien term loan.
The positive outlook reflects the likelihood of an upgrade if S&P
expects debt to EBITDA to remain below 6.5x on sustained basis.
S&P said, "The outlook revision reflects Tecta's solid revenue
growth, strong backlog, and our expectation of further
deleveraging. Strong demand for roofing services fueled revenue and
EBITDA growth for the 12 months ended March 31, 2022, and we expect
solid operating performance to continue through 2022, supported by
Tecta's large backlog, which increased to $567 million at the end
of the first quarter from $332 million the year prior. As a result,
we expect revenues to increase by about 20% (9% of which are
organic) in 2022 to $1 billion, and pro forma leverage to decrease
to about 6x in 2022 from the 7x area in 2021.
"We believe the company will be able to pass through material and
labor cost increases in the second half of 2022 and continue to
manage supply chain disruptions successfully. While EBITDA margins
were about 100 basis point lower the past few quarters due to
material cost increases, the company has raised prices and added
price escalation clauses in its recent bookings. We expect the full
effect of cost escalation in the second half of 2022, such that
EBITDA margins for the full 2022 year should be broadly stable over
2021, at about 13% on reported basis. In addition, the industry
continues to suffer from supply chain disruptions, with lead times
for materials expanding to seven to 12 months, compared to a month
or two typically. The company has taken advantage of its large
scale compared with regional competitors by building up inventory
and moving materials between different regions to meet its
customer's demand. We expect the supply chain disruptions to remain
a challenge in 2023, but to ease over time beyond that."
Tecta remains exposed to the cyclical construction industry and
could face headwinds in a prolonged economic downturn. S&P Global
economists do not currently expect a recession in the next 12
months, but have a qualitative assessment of recession risk, out 12
months, in a range of 25%-35%. The construction industry could see
a deceleration in 2023 if an economic downturn materializes. While
new construction projects (about 25% of Tecta's business) would be
more severely affected, the company's project pipeline could also
be vulnerable to customers postponing large-ticket repairs like
roof replacements that can be deferred with smaller repair jobs.
Nevertheless, Tecta's backlog is solid, and S&P continues to
believe the company will benefit from nondiscretionary demand for
its products and services over the next two to three years and view
it as well-positioned for future growth because aging building
stock will continue to require roof attention despite potential
near-term delays. Delaying maintenance work often leads to other
issues (e.g., leaks, breaks, and wear and tear) that can result in
more complex job orders from the company's existing customers.
Financial sponsor ownership presents the risk of a future
leveraging event. Tecta made a large debt-funded acquisition and
dividend distribution in the first half of 2021, which increased
pro forma leverage to about 7.7x. The company has performed well
since then while integrating acquisitions, and at current debt
levels, we expect leverage will improve to the 6x area by the end
of 2022 driven by EBITDA growth. S&P said, "Still, we believe
private equity financial sponsors tend to maintain elevated
leverage to maximize investment returns, and the company may fund
future acquisitions or dividends with debt. With this in mind, we
could upgrade if we believed Tecta could quickly return leverage
below 6.5x following any future debt issuance through solid organic
operating performance and efficient acquisition integrations."
The positive outlook reflects the likelihood of an upgrade if S&P
expects debt to EBITDA to improve and remain below 6.5x on a
sustained basis.
S&P said, "We could raise the rating if Tecta's leverage declines
below the mid-6x area while free operating cash flow (FOCF) to debt
remains above 5% on a sustained basis. This would likely occur if
demand for roofing services remain strong, the company is able to
maintain EBITDA margins in excess of 12%, and it refrains from
large debt-funded acquisitions or distributions.
"We could revise the outlook to stable if we forecast leverage to
remain above 6.5x or FOCF/debt in the low--single digit percent
area on a sustained basis."
This scenario would likely be caused by:
-- A sharp drop in demand for re-roofing, construction, and
maintenance work due to an economic downturn;
-- A weaker operational performance due to an unexpected inability
to pass through cost increases, integration missteps or other
operational issues;
-- Large debt-funded acquisitions or shareholder distributions.
ESG Credit indicators: E-2; S-2; G-3
Governance is a moderately negative consideration, as it is for
most rated entities owned by private-equity sponsors. S&P believes
the company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects private-equity sponsors'
generally finite holding periods and focus on maximizing
shareholder returns.
THERMA BUILDERS: Asset Sale Proceeds to Fund Plan Payments
----------------------------------------------------------
Therma Builders, Inc., d/b/a Tom Craig Remodeling & Building, filed
with the U.S. Bankruptcy Court for the Middle District of Florida a
Plan of Liquidation dated May 24, 2022.
The Debtor was incorporated on April 19, 1979. The Debtor was
engaged in the ownership and operation of a construction and
remodeling contractor service known as Therma Builders, Inc. dba
Tom Craig Remodeling & Building. The Debtor's construction and
remodeling service specialized in remodeling homes and businesses.
In 2021, a manager misappropriated funds and wrongfully converted
assets for his own personal use. Due to this misappropriation of
funds and the increased cost of lumber, the Debtor eventually
became unable to fulfill contracted obligations for construction
and renovations as a result of lack of funds along with supply
chain issues due to the COVID-19 pandemic.
Several customers filed complaints with the FloridaDepartment of
Business and Professional Regulation (the "DBPR"). As a result of
the complaints filed against the Debtor, the Debtor's principal,
Tom Drunasky, voluntarily entered into a Settlement Stipulation
with the DBPR whereby Mr. Drunasky agreed to relinquish his
designation as a Certified General Contractor on or around February
11, 2022 and the Debtor ceased all operations.
The Debtor now intends to collect any receivables and to auction
its remaining property and distribute the net sale proceeds to its
creditors.
This is a liquidating plan. The Debtor's personal property will be
sold via public auction conducted by Bay Area Auction Services,
Inc. to pay the Debtor's creditors. The net sale proceeds after
payment of all administrative expense claims and the secured claim
of the U.S. Small Business Administration (the "SBA") will be
distributed pro-rata to creditors holding allowed unsecured
claims.
This Plan proposes to pay creditors of the Debtor from the sale of
the Debtor's assets.
Class 5 consists of General Unsecured Creditors. The Debtor's
principal, Tom D. Drunasky, has liquidated property he owned
personally and is contributing approximately $100,000 of these
funds towards the Debtor's liquidating plan to ensure that the
Debtor's unsecured creditors with allowed claims receive a
meaningful distribution. The Debtor also intends to seek recovery
from its former employee for misappropriated funds and assets.
Claimants with allowed claims in this class shall receive a pro
rata share of the personal funds contributed by Tom D. Drunasky
within 30 days of the Effective Date.
In the event that any additional funds are recovered by the Debtor
from its former employee, claimants in this class will also receive
a pro rata share of the recovered funds within thirty (30) days of
the recovery.
Class 6 consists of Equity Security Holders of the Debtor. Equity
will retain ownership in the Debtor postconfirmation. Equity and
Insider Claims will receive no payment on their claims unless the
Class 5 creditors are paid the full value of their allowed claims.
The Plan will be funded through the sale of the Debtor's personal
property as well as the contribution of personal funds from the
Debtor's principal, Tom Drunasky. The Debtor also intends to seek
recovery from its former employee for misappropriated funds and
assets.
A full-text copy of the Liquidating Plan dated May 24, 2022, is
available at https://bit.ly/3NyAXjQ from PacerMonitor.com at no
charge.
Attorney for Debtor:
BUDDY D. FORD, P.A.,
Buddy D. Ford, Esquire
Email: Buddy@tampaesq.com
Jonathan A. Semach, Esquire
Email: Jonathan@tampaesq.com
Heather M. Reel, Esquire
Email: Heather@tampaesq.com
9301 West Hillsborough Avenue
Tampa, Florida 33615-3008
Telephone #: (813) 877-4669
Office Email: All@tampaesq.com
About Therma Builders
Therma Builders was incorporated on April 19, 1979. It was engaged
in the ownership and operation of a construction and remodeling
contractor service known as Therma Builders, Inc. d/b/a Tom Craig
Remodeling & Building.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla.
Case No. 22-00701) on February 23, 2022.
The Debtor is represented by Buddy D. Ford, Esq. of BUDDY D. FORD,
P.A.
TOUCHPOINT GROUP: Incurs $1 Million Net Loss in First Quarter
-------------------------------------------------------------
Touchpoint Group Holdings Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $1.03 million on $30,000 of revenue for the three
months ended March 31, 2022, compared to a net loss of $1.18
million on $32,000 of revenue for the three months ended March 31,
2021.
As of March 31, 2022, the Company had $2.77 million in total
assets, $4.71 million in total liabilities, $605,000 in temporary
equity, and a total stockholders' deficit of $2.54 million.
Touchpoint stated the Company has incurred net losses and negative
cash flows from operations which raise substantial doubt about its
ability to continue as a going concern. The Company has
principally financed these losses from the sale of equity
securities and the issuance of debt and convertible debt
instruments.
To continue its operations the Company will be required to raise
additional funds through various sources, such as equity and debt
financings. While the Company believes it is probable that such
financings could be secured, there can be no assurance the Company
will be able to secure additional sources of funds to support its
operations, or if such funds are available, that such additional
financing will be sufficient to meet the Company's needs or on
terms acceptable to the Company.
At March 31, 2022, the Company had cash of approximately $319,000.
Together with the Company's Equity Line with MacRab LLC, and
current operational plan and budget, the Company believes that it
has the potential to generate sufficient cash to maintain
operations through the first quarter of 2023. However, actual
results could differ materially from the Company's projections.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/225211/000175392622000771/g083021_10q.htm
About Touchpoint Group
Headquartered in Miami, Florida, Touchpoint Group Holdings Inc. --
http://touchpointgh.com-- is engaged in media and digital
technology, primarily in sports entertainment and related
technologies that bring fans closer to athletes and celebrities.
Touchpoint Group a net loss attributable to common stockholders of
$5.19 million for the year ended Dec. 31, 2021, a net loss
attributable to common stockholders of $3.54 million for the year
ended Dec. 31, 2020, and a net loss of $6.63 million for the year
ended Dec. 31, 2019.
Tampa, Florida-based Cherry Bakaert LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated April 15, 2022, citing that the Company has recurring losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
TPT GLOBAL: Reports $5.6 Million Net Loss for First Quarter
-----------------------------------------------------------
TPT Global Tech, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
attributable to shareholders of $5.56 million on $1.88 million of
total revenues for the three months ended March 31, 2022, compared
to a net loss attributable to shareholders of $1.71 million on
$2.71 million of total revenues for the three months ended March
31, 2021.
As of March 31, 2022, the Company had $9.85 million in total
assets, $29.72 million in total liabilities, $16.74 million in
total mezzanine equity, and a total stockholders' deficit of $36.62
million.
Cash flows from financing activities were ($31,852) and $306,380
for the three months ended March 31, 2022 and 2021, respectively.
For the three months ended March 31, 2022, these cash flows were
generated from proceeds from convertible notes, loans and advances
of $447,518 offset by payment on convertible loans, advances and
factoring agreements of $457,200 and payments on amounts payable
– related parties of $22,170. For the three months ended March
31, 2021, cash flows from financing activities primarily came from
proceeds from the sale of Series D Preferred Stock of $153,744,
convertible notes, loans and advances of $1,068,674 offset by
payments on convertible loans, advances and factoring agreements of
$903,978.
Cash flows used in investing activities were $10,038 and $144,481,
respectively, for the three months ended March 31, 2022 and 2021
primarily related to the acquisition of property and equipment.
The Company said these factors raise substantial doubt about the
ability of the Company to continue as a going concern for a period
of one year from the issuance of these financial statements.
The Company has taken advantage of the stimulus offerings and
received $1,402,700 in PPP loans. All of these PPP loans were
forgiven in the year ended Dec. 31, 2021. The Company is also in
the process of trying to raise debt and equity financing, some of
which may have to be used for working capital shortfalls if
revenues continue to decline.
TPT Global said "In order for us to continue as a going concern for
a period of one year from the issuance of these financial
statements, we will need to obtain additional debt or equity
financing and look for companies with cash flow positive operations
that we can acquire. There can be no assurance that we will be
able to secure additional debt or equity financing, that we will be
able to acquire cash flow positive operations, or that, if we are
successful in any of those actions, those actions will produce
adequate cash flow to enable us to meet all our future obligations.
Most of our existing financing arrangements are short-term. If we
are unable to obtain additional debt or equity financing, we may be
required to significantly reduce or cease operations."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1661039/000165495422007364/tptw_10q.htm
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a technology-based company with divisions providing
telecommunications, medical technology and product distribution,
media content for domestic and international syndication as well as
echnology solutions. It offers Software as a Service (SaaS),
Technology Platform as a Service (PAAS), Cloud-based Unified
Communication as a Service (UCaaS). TPT Global Tech offers
carrier-grade performance and support for businesses over its
private IP MPLS fiber and wireless network in the United States.
TPT Global Tech's cloud-based UCaaS services allow businesses of
any size to enjoy all the latest voice, data, media and
collaboration features in today's global technology markets. It
also operates as a Master Distributor for Nationwide Mobile Virtual
Network Operators (MVNO) and Independent Sales Organization (ISO)
as a Master Distributor for Pre-Paid Cell phone services, Cell
phone Accessories and Global Roaming Cell phones.
TPT Global reported a net loss attributable to shareholders of
$4.02 million for the year ended Dec. 31, 2021, compared to a net
loss attributable to shareholders of $8.07 million for the year
ended Dec. 31, 2020.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated April 14, 2022, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
TRINITY GUARDION: Wins Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana, New
Albany Division, authorized Trinity Guardion, Inc. to use cash
collateral on a final basis in accordance with the budget, with a
15% variance, through the date of confirmation of a plan of
reorganization.
The Debtor requires the use of cash collateral for the continued
operation of its business, and the management and preservation of
its property.
As adequate protection, FCN Bank is granted a replacement lien in
the cash collateral and in the post-petition property of the Debtor
of the same nature and to the same extent and in the same priority
held in the cash collateral on the Petition Date, retroactive to
the Petition Date. Subject to the other provisions of the Interim
Order, the Adequate Protection Liens will be valid and fully
perfected without any further action by any party and without the
execution or the recordation of any control agreements, financing
statements, security agreements, or other documents.
FCN Bank will receive a claim under section 507(b) of the
Bankruptcy Code as adequate protection to the extent of any
decrease in value of its perfected interests in the cash
collateral, subject to a carve-out for the Debtor's professional,
if any, as may be agreed to between the Debtor and FCN Bank or
ordered by the Court.
The Debtor will deposit all post-petition receipts into the FCN
Bank account provided that FCN Bank becomes an approved depository.
In the interim, FCN Bank will be and remain secured by the proceeds
of its collateral deposited into the Debtor's existing deposit
accounts.
The terms and provisions of the Final Order, and any actions taken
pursuant thereto, will survive the entry of any Court Order (a)
confirming a plan of reorganization; (b) converting the chapter 11
case to a case under chapter 7 of the Bankruptcy Code; or (c)
dismissing the chapter 11 case.
A copy of the final order is available at https://bit.ly/3N4utcM
from PacerMonitor.com.
About Trinity Guardion, Inc.
Founded in 2020, Trinity Guardion is the developer of Soteria Bed
Barrier, a combination of mattress and bed deck barrier, pillow
barrier, and a simple, compliant disinfection protocol. The
Soteria Bed Barrier aims to solve hospital bed-associated
infections by protecting new patients from the bioburden of
previous bed occupants, preserve the integrity of mattresses and
support technologies, and defend hospital reputations by reducing
bed contamination and related infection risk.
Trinity Guardion sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-90227) on March 23,
2022. In the petition signed by CEO Bruce Rippe, the Debtor
disclosed up to $1 million in assets and up to $10 million in
liabilities.
Judge Andrea K. McCord oversees the case.
David Krebs, Esq., at Hester Baker Krens LLC is the Debtor's
counsel.
TROIKA MEDIA: Appoints New CFO; CEO Resigns
-------------------------------------------
Troika Media Group, Inc. appointed Erica Naidrich to serve as the
Company's chief financial officer. Ms. Naidrich will replace
Christopher Broderick, who remains chief operating officer of the
Company, and had also been serving as interim principal financial
officer, while the Company searched for a suitable candidate. Ms.
Naidrich brings financial and business experience to Troika, within
public companies in corporate finance, operational management
systems and financial reporting. Ms. Naidrich joins the Troika
Executive Team to oversee the Company's global finance and
enterprise functions and will be reporting to Sid Toama, chief
executive officer and president of Troika.
Prior to joining Troika Media Group, Ms. Naidrich served as vice
president of accounting and controller for Madison Square Garden
Entertainment Corp, a leader in live sports, entertainment and
programming. Prior to her role at MSG, Ms. Naidrich held
controller roles at technology and e-commerce companies, in
addition to spending eight years in private equity. Ms. Naidrich
started her career in Public Accounting for RSM and
PricewaterhouseCoopers. Ms. Naidrich possesses valuable experience
in Troika's core sectors providing financial oversight of sports
and entertainment, technology and media, private equity and
professional services businesses.
Ms. Naidrich is a certified public accountant and obtained a
Certificate in Accounting in June 2003 from the University of
California, San Diego - La Jolla, California. Ms. Naidrich
received a Bachelor of Arts in Communications Studies from West
Virginia University, Morgantown, West Virginia in August 1996.
The Company entered into an employment agreement with Ms. Naidrich,
as chief financial officer, dated May 2, 2022. The Agreement is
for three years with automatic renewals for additional one year
periods unless terminated by either party upon 60 days prior
written notice. Ms. Naidrich will have an annual base salary of
$400,000.00 per annum. She will receive a one-time signing bonus
of $100,000.00 by Aug. 31, 2022. She is also eligible for
discretionary bonuses as determined by the Compensation Committee
and a yearly bonus of 30% of her base salary subject to meeting the
objectives set forth by the chief executive officer, resident and
the Audit Committee of the Company's Board of Directors pand
continued employment at the time payment is due. Ms. Naidrich will
be granted 200,000 five year Restricted Stock Units vesting over
three years and will be eligible to participate fully in any other
long-term equity incentive programs. The Agreement provides that
during the term of employment and for three months after
termination, Ms. Naidrich shall not compete with the Company nor
solicit employees of the Company.
There was no material prior relationship between the Company and
Erica Naidrich.
CEO Resigns
On May 19, 2022, Robert Machinist resigned as chief executive
officer of the Company and all employment by the Company's
subsidiaries for personal reasons unrelated to the management or
operations of the Company. He will remain a director and Chairman
of the Board of the Company. Pursuant to his Employment Agreement,
Mr. Machinist will be paid one year of severance at his current
base salary of $550,000 paid over the next year.
About Troika
Troika Media Group (fka M2 nGage Group, Inc.) -- www.thetmgrp.com
-- is an end-to-end brand solutions company that creates both
near-term and long-term value for global brands in entertainment,
sports and consumer products. Applying emerging technology, data
science, and world-class creative, TMG helps brands deepen
engagement with audiences and fans throughout the consumer journey
and builds brand equity. Clients include Apple, Hulu, Riot Games,
Belvedere Vodka, Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn
Resorts and Casinos, Tiffany & Co., IMAX, Netflix, Sony and
Coca-Cola.
For the six months ended Dec. 31, 2021, the Company reported a net
loss attributable to common stockholders of $6.25 million. Troika
Media reported a net loss of $16 million for the year ended June
30, 2021, followed by a net loss of $14.45 million for the year
ended June 30, 2020. As of Sept. 30, 2021, the Company had $42.05
million in total assets, $24.44 million in total liabilities, and
$17.61 million in total stockholders' equity.
TROIKA MEDIA: Falls Short of Nasdaq Minimum Bid Price Requirement
-----------------------------------------------------------------
Troika Media Group, Inc. received a non-compliance letter from
Nasdaq on May 20, 2022, for its failure to maintain a minimum bid
price of $1.00 per share for 30 consecutive business days in
accordance with Nasdaq Listing Rule 5550(a)(2).
The Company has 180 calendar days from May 20, 2022 to regain
compliance by the closing bid price of the Company's common stock
being at least $1.00 per share for 10 consecutive business days.
An indication will be displayed with quotation information related
to the Company's securities.
About Troika
Troika Media Group (fka M2 nGage Group, Inc.) -- www.thetmgrp.com
-- is an end-to-end brand solutions company that creates both
near-term and long-term value for global brands in entertainment,
sports and consumer products. Applying emerging technology, data
science, and world-class creative, TMG helps brands deepen
engagement with audiences and fans throughout the consumer journey
and builds brand equity. Clients include Apple, Hulu, Riot Games,
Belvedere Vodka, Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn
Resorts and Casinos, Tiffany & Co., IMAX, Netflix, Sony and
Coca-Cola.
For the six months ended Dec. 31, 2021, the Company reported a net
loss attributable to common stockholders of $6.25 million. Troika
Media reported a net loss of $16 million for the year ended June
30, 2021, followed by a net loss of $14.45 million for the year
ended June 30, 2020. As of Sept. 30, 2021, the Company had $42.05
million in total assets, $24.44 million in total liabilities, and
$17.61 million in total stockholders' equity.
TROIKA MEDIA: Incurs $14.4 Million Net Loss in Third Quarter
------------------------------------------------------------
Troika Media Group, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
attributable to common stockholders of $14.39 million on $15.69
million of net project revenues for the three months ended March
31, 2022, compared to a net loss attributable to common
stockholders of $4.68 million on $3.85 million of net project
revenues for the three months ended March 31, 2021.
For the nine months ended March 31, 2022, the Company reported a
net loss attributable to common stockholders of $20.64 million on
$31.03 million of net project revenues compared to a net loss
attributable to common stockholders of $9.22 million on $12.44
million of net project revenues for the nine months ended March 31,
2021.
As of March 31, 2022, the Company had $220.62 million in total
assets, $195.58 million in total liabilities, and $25.04 million in
total stockholders' equity.
Troika said "With the most recent acquisition of Converge Direct,
the Company believes that on a consolidated basis it will achieve
positive operating cash flow in the fiscal year 2023. Converge is
an independent performance marketing and managed service business.
Converge provides to its customer acquisition services utilizing a
broad range of engagement channels in the digital, off-line and
emerging media sectors. Along with the added end-to-end solutions
integrating Converge and Troika clients in major media markets,
such as NY, Los Angeles and London, the Company expects to achieve
improved profitability year over year through these integrated
solutions and synergies.
"If the Company raises additional funds by issuing equity
securities, its stockholders would experience dilution. Additional
debt financing, if available, may involve covenants restricting its
operations or its ability to incur additional debt. Any additional
debt financing or additional equity that the Company raises may
contain terms that are not favorable to it or its stockholders and
require significant debt service payments, which diverts resources
from other activities. The Company's ability to raise additional
capital will also be impacted by the outbreak of COVID-19, as well
as market conditions and the price of the Company's common stock.
"Based on the recent acquisitions, equity raises, Company-wide
consolidation, and management's plans, the Company believes that
the cash on hand of $42,396,000 as of March 31, 2022 and
anticipated cash from operations is sufficient to conduct planned
operations for one year from the issuance of the consolidated
financial statements. In addition, Management believes they can
raise additional capital, if necessary, given the Company has been
successful at raising funding through both equity and debt
financing."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1021096/000147793222003832/trka_10q.htm
About Troika
Troika Media Group (fka M2 nGage Group, Inc.) -- www.thetmgrp.com
-- is an end-to-end brand solutions company that creates both
near-term and long-term value for global brands in entertainment,
sports and consumer products. Applying emerging technology, data
science, and world-class creative, TMG helps brands deepen
engagement with audiences and fans throughout the consumer journey
and builds brand equity. Clients include Apple, Hulu, Riot Games,
Belvedere Vodka, Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn
Resorts and Casinos, Tiffany & Co., IMAX, Netflix, Sony and
Coca-Cola.
For the six months ended Dec. 31, 2021, the Company reported a net
loss attributable to common stockholders of $6.25 million. Troika
Media reported a net loss of $16 million for the year ended June
30, 2021, followed by a net loss of $14.45 million for the year
ended June 30, 2020. As of Sept. 30, 2021, the Company had $42.05
million in total assets, $24.44 million in total liabilities, and
$17.61 million in total stockholders' equity.
TROT SERVICE: Unsecureds Will Get 100% of Claims in Trustee's Plan
------------------------------------------------------------------
The Chapter 11 Trustee for Trot Service Corp., a debtor affiliate
of Walker Service Corp., submitted a Disclosure Statement for the
Joint Chapter 11 Plan of Reorganization for The Walker Service
Corp., et al., the Betty Transit, LLC, et al., and Trot Service
Corp. (collectively, the "Corporate Debtors"), and Sophie Pross
("S. Pross") and Joe Pross (the "Individual Debtors") dated May 24,
2022.
The Corporate Debtors are each owned in whole or in part by Joe
Pross and Sophie Pross, who have been in the taxi medallion
business for over 40 years. Each of the Corporate Debtors own and
operate 2 New York City taxi medallions out of their main location
on Utica Avenue in Brooklyn, New York. On March 27, 2020 (the
"Corporate Debtors' Petition Date"), the Corporate Debtors filed
their Chapter 11 bankruptcy cases (the "Corporate Cases").
The bankruptcy of the Corporate Debtors was precipitated by, among
other things, the advent of competing ride services such as Uber
and Lyft, which led to a steep loss of value of the taxi medallions
that secured the Loans, along with the complete shut down of
services because of the COVID pandemic. On October 13, 2021 (the
"Individual Debtors' Petition Date"), the Individual Debtors filed
a voluntary Individual Chapter 11 petition, titled In re Sophie
Pross and Joe Pross, Ch. 11 Case No. 21-42600 (ESS) (the
"Individual Debtors' Case") to, among other things, facilitate a
global settlement among the Individual Debtors, PenFed and the
Corporate Debtors.
After the filing of the Corporate Debtor cases and the Individual
Case, PenFed and the Debtors engaged in extensive, arm's-length,
good faith negotiations and have reached a settlement (the "PenFed
Settlement Agreement"), which was approved by Order of the Court
dated March 30, 2022. Under the PenFed Settlement Agreement, PenFed
will accept $8.82 Million in full and final settlement of the
claims included therein against the Debtors.
The PenFed Settlement Agreement amicably resolves approximately $20
Million of asserted claims by PenFed and paves the path for the
successful reorganization of the 21 pending bankruptcy cases of the
Corporate Debtors, as well as the Individual Debtors' Chapter 11
Case. The Chapter 11 Trustee is currently holding the $8.557
million, with the remainder held in the TD Ameritrade account, that
is due to be paid to PenFed on the Effective Date, subject to and
in accordance with the terms of the Plan and the PenFed Settlement
Agreement.
Pursuant to the PenFed Settlement Agreement, the Debtors (and
Chapter 11 Trustee, as successor) were required to expeditiously
file and confirm a plan that incorporates the terms of the PenFed
Settlement Agreement for it to be effective among the Parties. The
Plan filed by the Chapter 11 Trustee incorporates the terms of the
Parties' agreement. Significantly, the Chapter 11 Trustee and the
Subchapter V Trustee seek to meet the timeline for confirming the
Plan(s) within the timeframe prescribed in the heavily negotiated
PenFed Settlement Agreement.
Cash reserves have been set aside to fund the Plan and, in
particular, the PenFed Settlement and shall be used to make the
initial distributions required under the Plan by the Chapter 11
Trustee as disbursing agent (the "Disbursing Agent"). The Chapter
11 Trustee is presently holding in an estate account the
approximate sum of $8.557 million, and the remaining funds to be
paid on the Effective Date are held in a TD Ameritrade account,
from which the Chapter 11 Trustee (as Disbursing Agent) shall make
the initial payment(s) to PenFed and the post-Effective Date to the
Professionals.
Subsequent to the Chapter 11 Trustee making the initial
distributions required under the Plan, Sophie Pross will then serve
as Disbursing Agent for post-Effective Date payments pursuant to
and in connection with the PenFed Settlement Agreement. In
addition, ongoing payments to Quorum and other creditors under the
Plan are already being made in the ordinary course of business and
will be paid by the Individual Debtors. The current income of the
Individual Debtors supports these ongoing obligations to creditors
under the Plan.
Class 2 consists of the PenFed Claim against each applicable
Debtor. PenFed filed a claim in each of the Debtors' cases and its
aggregate claim totals approximately $19,453,584,51, plus accruing
interest, fees, expenses and attorneys' fees and costs, consisting
of (a) the PenFed Indebtedness (i.e., $18,934,939.11, plus other
amounts), and (b) the PenFed Austin Indebtedness (i.e.,
$518,645.40, plus other amounts). By Order dated March 30, 2022,
the Bankruptcy Court approved the PenFed Settlement Agreement,
whereby, in exchange for full and final satisfaction, settlement,
release and compromise of the PenFed Claim as against the Debtors,
any and all guarantor(s) and obligor(s), the Holder of the Allowed
PenFed Claim shall be paid the PenFed Settlement Amount (i.e.,
$8,820,000) payable in accordance with, and subject to the terms
of, the PenFed Settlement Agreement.
Class 3 under the Plan consists of the Quorum Claim against the
Individual Debtors. The Quorum Claim was filed in the amount of
approximately $2,964.000.09 as of the Individual Debtors' Petition
Date and is secured by the property described in the Quorum Loan
Documents. The Holder of the Allowed Quorum Claim shall be paid in
accordance with, and subject to the terms of, the Quorum Loan
Documents, which are fully assumed in the Plan. Quorum shall retain
any lien(s) it has on assets of the Individual Debtors and any
third parties.
Class 4 under the Plan consists of the Allowed TD Ameritrade Claim
against the Individual Debtors. The Individual Debtors were
indebted to TD Ameritrade in the amount of approximately
$5,311,726.00 as of the Individual Debtors' Petition Date and the
debtor is fully secured by the property described in the TD
Ameritrade Loan Documents. TD Ameritrade shall be paid in
accordance with the terms and provisions of the TD Ameritrade Loan
Documents, which are hereby fully assumed. TD Ameritrade shall
retain any lien(s) it may have on assets of the Individual Debtors
and any third parties.
Class 5 consists of all Vehicle Accident Claims against a Corporate
Debtor. The Holders of Allowed Vehicle Accident Claims, if Allowed
whether by settlement or judgment, in exchange for full and final
satisfaction, settlement, release and compromise of such Allowed
Claims, shall receive payment thereon up to and including the
available insurance coverage available under the applicable
Corporate Debtor's liability insurance in effect and providing
coverage at the time of the accident, in full satisfaction of their
claims.
Class 6 consists of all General Unsecured Claims against each
applicable Debtor. Each Holder of an Allowed General Unsecured
Claims shall receive, in exchange for full and final satisfaction,
settlement, release and compromise of such Allowed Claim, payment
of 100% of their Allowed Claims, together with interest thereon at
the rate of 3% from the Corporate Debtor's Petition Date or the
Individual Debtors' Petition Date, as the case may be, on the later
of the Effective Date and the date on which any such General
Unsecured Claim becomes an Allowed General Unsecured Claim, or as
soon as reasonably practical thereafter. Class 6 is Unimpaired.
Class 7 consists of all Interests against each applicable Debtor.
The Holders of Allowed Interests shall retain their equity
interests in each applicable Corporate Debtor but shall receive no
other distribution under the Plan.
Cash reserves have been set aside to fund the Plan and, in
particular, the PenFed Settlement Agreement, and shall be used to
make the initial distributions required under the Plan by the
Disbursing Agent (i.e., the Chapter 11 Trustee). The Chapter 11
Trustee is presently holding in an estate account the sum of
approximately $8,557,000 in the Chapter 11 Trustee's estate account
in the Individual Debtors' Chapter 11 Case, and the Individual
Debtors have approximately $1,000,000 in funds in their TD
Ameritrade account above the amounts owed to TD Ameritrade to make
the payments to the Chapter 11 Trustee, the Subchapter V Trustee,
duly retained Professionals and for other amounts due on the
Effective Date, including the initial payment to PenFed.
In addition, ongoing payments to Quorum and other creditors under
the Plan are already being made in the ordinary course of business
and will continue to be paid by the Individual Debtors. In
addition, ongoing payments to Quorum and other creditors under the
Plan are already being made in the ordinary course of business and
will continue to be paid by the Individual Debtors. The current
income of the Individual Debtors supports these ongoing obligations
to creditors under the Plan.
A full-text copy of the Trustee's Disclosure Statement dated May
24, 2022, is available at https://bit.ly/3wX0qOm from
PacerMonitor.com at no charge.
Counsel for the Chapter 11 Trustee:
LaMonica Herbst & Maniscalco, LLP
Adam P. Wofse, Esq.
Jacqulyn S. Loftin, Esq
3305 Jerusalem Avenue
Wantagh, New York 11793
Tel: (516) 826-6500
Fax: (516) 826-0222
Email: awofse@lhmlawfirm.com
jsl@lhmlawfirm.com
Counsel for Corporate Debtors:
Robert J. Spence, Esq.
Spence Law Office, P.C.
55 Lumber Road, Suite 5
Roslyn, NY 11576
Telephone: (516) 336-2060
Facsimile: (516) 605-2084
Email: rspence@spencelawpc.com
Counsel for the Individual Debtors:
WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP
Thomas A. Draghi, Esq
1201 RXR Plaza
Uniondale, New York 11556
Tel.: 516 622 9200 Ext.: 403
Fax: 516 622 9212
Email: tdraghi@westermanllp.com
About Walker Service
Walker Service Corp. and its debtor-affiliates are privately held
companies in the taxi and limousine service industry.
On March 27, 2020, Walker Service Corp. and 21 affiliates
concurrently filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 20-41759).
At the time of the filing, Walker Service disclosed estimated
assets of $100,000 to $500,000 and estimated liabilities of $1
million to $10 million. Judge Elizabeth S. Stong oversees the
cases. The Debtors tapped Griffin Hamersky LLP and Spence Law
Office, P.C., as legal counsel.
U.S. STEM CELL: Incurs $1.2 Million Net Loss in First Quarter
-------------------------------------------------------------
U.S. Stem Cell, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.16 million on $23,310 of total revenue for the three months
ended March 31, 2022, compared to a net loss of $979,756 on $84,380
of total revenue for the three months ended March 31, 2021.
As of March 31, 2022, the Company had $142,359 in total assets,
$13.51 million in total liabilities, and a total stockholders'
deficit of $13.37 million.
In the three months ended March 31, 2022, the Company incurred
negative cash flow from operations of $63,806 and will continue to
finance its considerable operational cash needs with cash generated
from financing activities and revenues.
Net cash provided by investing activities was $0 for the three
months ended March 31, 2022 represented proceeds from its equity
investment as compared to cash provided by investing activities of
$0 from its equity investments for the same period last year.
Net cash provided in financing activities was an aggregate of
$38,882 in the three-month period ended March 31, 2022, as compared
to cash provided of $743,053 in the three-month period ended in
March 31, 2021.
The Company has generated substantial net losses and negative cash
flow from operations since inception and anticipates incurring
significant net losses and negative cash flows from operations for
the foreseeable future. Historically, the Company has relied on
proceeds from the sale of its common stock and its incurrence of
debt to provide the funds necessary to conduct its research and
development activities and to meet its other cash needs.
At March 31, 2022, the Company had cash and cash equivalents
totaling $14,469. However, the Company's working capital deficit
as of such date was $12,599,396.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1388319/000118518522000682/usstem20220331_10q.htm
About U.S. Stem Cell
Headquartered in Sunrise, Florida, U.S. Stem Cell, Inc. --
http://www.us-stemcell.com-- is a biotechnology company focused on
the discovery, development and, subject to regulatory approval,
commercialization of autologous cell therapies for the treatment of
disease and injury. The Company is also a regenerative medicine
company specializing in physician/veterinary training and
certification and stem cell products, stem cell banking, and the
creation and management of stem cell clinics. Its lead cardiac
product candidate is MyoCell, an innovative clinical therapy
designed to populate regions of scar tissue within a patient's
heart with autologous muscle cells, or cells from a patient's body,
for the purpose of improving cardiac function in chronic heart
failure patients. Its lead product for in clinic use is Adipocell,
a proprietary kit for the isolation of adipose derived stem cells.
U.S. Stem Cell reported a net loss of $3.29 million for the year
ended Dec. 31, 2021, compared to a net loss of $2.89 million for
the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$50,999 in total assets, $12.82 million in total liabilities, and a
total stockholders' deficit of $12.77 million.
New York, NY-based RBSM LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2022, citing that the Company has suffered recurring losses
from operations, generated negative cash flows from operating
activities, will require additional capital to fund its current
operating plan, and has stated that substantial doubt exists about
the Company's ability to continue as a going concern.
VIPER ENERGY: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Viper Energy Partners LP and Viper Energy Partners LLC at
'BB-'. Fitch also affirmed Viper Energy Partners LLC's senior
secured revolving credit facility at 'BB+'/'RR1' and Viper Energy
Partners LP's senior unsecured notes at 'BB-'/'RR4'. The Rating
Outlook is Stable.
The ratings were placed Under Criteria Observation (UCO) on Dec. 2,
2021 following the conversion of Fitch's exposure draft: "Parent
and Subsidiary Linkage Rating Criteria" to final. Fitch has removed
all of the ratings from UCO.
Viper's ratings reflect its non-operated status, high-margin cost
structure, through-the-cycle positive FCF after dividends, and
strong credit metrics with sub-1.5x debt/EBITDA throughout the base
case. Offsetting factors include the company's relatively small
asset base and volumetric risks from third-party operators.
KEY RATING DRIVERS
Uplift from Linkage with Parent: Under Fitch's new
parent-subsidiary linkage criteria, Viper's IDR receives a
one-notch uplift (same as prior criteria) due to the moderate
linkage between the company and its higher rated parent,
Diamondback. The linkage reflects the lack of strong legal ties
(debt guarantees, cross defaults), weaker strategic ties given
Viper's low overall financial contribution and moderate operational
ties since the companies have integrated management personnel and
Diamondback generates stronger unit economics on Viper acreage.
Unique Asset Base: Viper's asset base is unique relative to
growth-oriented independent E&Ps; the company is the leading public
consolidator of royalty mineral ownership across the Permian.
Viper's net royalty acreage is highly contiguous and largely
undeveloped (less than 30% developed in the Midland and less than
20% developed in the Delaware). Given the royalty structure, the
asset requires no operating expenses and provides organic growth
opportunities without capital costs, resulting in higher margins
than operating peers in the Permian.
Distribution Policy Provides Flexibility: Management's variable
distribution rate of 70% of free cash flow rewards shareholders,
while the remaining 30% provides Viper additional financial
flexibility and capital optionality. The company's high margin
profile and lack of capital costs supports robust FCF generation at
Fitch's price deck.
Fitch expects post-dividend FCF to be allocated toward repayment of
the revolver in the near term, and believes a portion could be used
for M&A funding in the medium term, reducing the company's
dependency on capital markets. Fitch does not expect the
distribution rate to reach its previous level of 100%, but
recognizes a payout increase could have negative implications for
future M&A growth and funding.
FANG-Linked Production: Viper's net royalty production attributed
to Diamondback operating activity is forecast to be maintained at
approximately 60%-65%. FANG's highest return wells are on Viper's
net royalty acres in the Northern Midland Basin, and management
expects FANG will continue to target this acreage in the near and
medium term. Additionally, approximately 65% of FANG's drilled
uncompleted wells (DUCs) are on Viper royalty acres, which should
provide near-term production tailwinds.
Fitch believes this linkage provides a production floor and drives
Viper's production growth through the forecast. Fitch expects
Viper's production growth from third party operators to remain in
the low to midsingle-digit range.
In general, Viper has strong insight into Diamondback's volumes and
drilling plans, reducing volumetric and cash flow risks, and
considerably less visibility and certainty around volumes from
third party non-operated interests. Consolidation of mineral
interests on third party acreage could result in additional cash
flow risk in the longer term. Viper attempts to offset this risk by
targeting royalty interests on acreage that is highly contiguous
and core to targeted third party operators.
Equity Weighted M&A: Viper has conservatively funded its M&A
activity, approximately 75% equity-linked since its IPO in 2014.
Fitch believes Viper will continue to fund M&A, over the longer
term, through revolver borrowings, positive free cash flow and
equity issuances. Near-to-medium term M&A will likely focus on
Diamondback acreage; however, Fitch recognizes the number of
sizeable transactions could be limited given increased basin
consolidation since 2020. Fitch believes continued equity offerings
could potentially reduce Diamondback's ownership stake, which may
weaken the Diamondback/Viper linkage.
Sub-1.5x Leverage Metrics: Fitch forecasts Viper's debt/EBITDA
ratio to reach 1.0x in 2022 at Fitch's $95 WTI price. Fitch expects
leverage will remain below 1.5x in the outer years of the forecast
following continued repayment of the revolver borrowings and low to
midsingle-digit production growth.
Near-Term Hedging Program: Fitch expects Viper to maintain a
near-term focused hedge program, which provides protection from
sudden downward price movements. Currently, the company has collars
for 8,000 boepd at a weighted average floor of $47.5.00/bbl, and a
ceiling of $110/bbl for 2H22, in addition to deferred premium put
options with an average strike price of approximately $50 for
downside protection. Management also has 20,000 mmbtu/d of natural
gas hedges for fiscal 2022 through costless collars (average floor
of $2.50/mmbtu and ceiling of $4.62/mmbtu), given strong natural
gas pricing.
As leverage continues to improve, Fitch believes management will
reduce overall hedge coverage, but will continue to retain extreme
downside protection through puts in order to maintain liquidity,
fund distributions and repay debt.
DERIVATION SUMMARY
Viper is an independent E&P focused on owning the mineral interests
of the liquids-oriented Delaware and Midland basins with 1Q22 net
production of 31.6 mboe/d. Production size, due to the nature of
the royalties business, is substantially smaller than its 'BB'
category E&P peers, Murphy Oil Corporation (BB+/Stable), CrownRock,
L.P. (BB-/Stable) and Vermilion Energy Inc. (BB-/Stable), all of
whom produce at least 80 mboe/d.
As a minerals owner, Viper has minimal operating costs, which
results in a Fitch calculated unhedged cash netback of $59.1/boe
(87% margin) for 1Q22, better than the entire peer group. Viper's
parent FANG had daily production of 381 mboepd with a cash netback
of $56.2/boe (81% margin) in 1Q22.
Viper's high unhedged cash netbacks and no capital expenditures
result in a best in class FFO margin, albeit at a much smaller
amount. Viper's MLP-linked distributions historically resulted in a
neutral FCF profile, but the current 70% distribution rate should
facilitate positive FCF going forward.
On a debt/EBITDA basis, Fitch forecasts Viper's pro forma leverage
at 1.0x in 2022, which trends below 1.5x in the outer years of the
base case at mid-cycle prices, as revolver borrowings are reduced.
Debt/EBITDA metrics are in line with the 'BB' category thresholds
and Permian-focused E&P peer group.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within The Rating Case for the Issuer
include:
-- WTI oil price 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, and $2.50 in 2024 and longer term;
-- Double-digit production growth in 2022, followed by single
digit thereafter;
-- Distribution rate of 70% in 2022 and thereafter;
-- Free cash flow after dividends used to repay revolver
borrowings;
-- No material M&A activity through the forecast.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Increased size and scale resulting in mid-cycle FFO at or
above $500 million while maintaining strong relationship with
Diamondback;
-- Mid-cycle debt/EBITDA maintained below 2.0x on a sustained
basis.
Leverage sensitivities are consistent with higher-rated peers and
are unlikely to change upon future rating upgrades.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Production trending below 15-20 mboe/d and/or increased
volumetric risk;
-- Erosion in Diamondback's credit profile, or material reduction
in parent support for Viper (on an ownership, acreage and/or
production basis);
-- Change in financial policy, particularly publicly stated
leverage targets and M&A funding appetite;
-- Mid-cycle debt/EBITDA above 3.0x 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: At 1Q22, Viper had cash on hand of $33 million
and $252 million of availability under the revolving credit
facility of ($248 million outstanding; $500 million of elected
commitments under the $580 million borrowing base). Viper continues
to retain 30% of distributable free cash flow to strengthen the
balance sheet by repaying revolver borrowings. Fitch believes
management's financial policy decisions will continue to reward
shareholders through distributions and buybacks in the near-term,
but will also allow for repayment of the revolver given the
currently strong commodity price environment.
Simple Debt Structure: Viper's senior secured revolver matures in
June 2025, and the company's 5.375% senior unsecured notes are due
in November 2027.
Distribution Limitations: Viper's distributions are limited by the
indenture under the company's 5.375% senior unsecured notes due
2027. Outside of the builder basket, Viper is able to make
restricted payments as long as leverage is under 3.0x.
Additionally, to the extent the company is above 3.0x, Viper has a
general basket up to the greater of $50 million or 4% of ACNTA.
ISSUER PROFILE
Viper owns the oil and gas mineral, royalty, overriding royalty,
and similar interests operated by its parent company Diamondback
Energy, Inc. and third parties in the Permian and Eagle Ford
basins.
ESG CONSIDERATIONS
Viper has an ESG Relevance Score of '4' for Group Structure, as the
company has a complex group structure. 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.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
Viper Energy Partners LLC LT IDR BB- Affirmed BB-
senior secured LT BB+ Affirmed RR1 BB+
Viper Energy Partners LP LT IDR BB- Affirmed BB-
senior unsecured LT BB- Affirmed RR4 BB-
VJGJ INC: Unsecured Creditors to Get Share of GUC Distribution
--------------------------------------------------------------
VJGJ, Inc., and its Debtor Affiliates and the Debtors' Official
Committee of Unsecured Creditors filed with the U.S. Bankruptcy
Court for the District of Delaware a Second Amended Joint Chapter
11 Plan and related Disclosure Statement dated May 24, 2022.
The Debtors and the Committee propose the Plan, which provides for,
among other things, the resolution of Claims against and Interests
in the Debtors. In addition, the Plan provides for and implements
the Ares Settlement and the Hikma Settlement.
Pursuant to the Ares Settlement, disputes between the Debtors, the
Committee, the DIP Parties, and the Prepetition Secured Parties
will be consensually resolved in exchange for (i) the Ares
Settlement Payment which will fund distributions to certain
creditors, (ii) the payment of all remaining cash amounts whether
at the Debtors or the Debtors' non-debtor affiliates to the Second
Lien Lenders on the Effective Date of the Plan, (iii) allowance of
the claims of the Prepetition Secured Parties in full and
resolution and withdrawal of the Committee's Standing Motion and
any and all challenges to the Prepetition Secured Parties' liens
and claims, and (iv) the releases set forth in the Plan.
Pursuant to the Hikma Settlement, in exchange for the releases
provided, Hikma has agreed to a final working capital amount under
the Hikma APA and Hikma Sale Order of $2,261,490.90, $225,000 of
which will be contributed by Ares Capital to certain creditors as
part of the Ares Settlement Payment and the remaining amounts will
be distributed to Class 4: Prepetition Second Lien Credit Agreement
Claims. Hikma will pay the final working capital amount to the
Debtors by no later than 5 Business Days following entry of the
Confirmation Order.
The Plan serves as a motion to approve the Ares Settlement and the
Hikma Settlement pursuant to Bankruptcy Rule 9019. The entry of the
Confirmation Order shall constitute the Bankruptcy Court's approval
of each of the compromises and settlements provided for in the Ares
Settlement and the Hikma Settlement, and the Bankruptcy Court's
findings shall constitute its determination that such compromises
and settlements are in the best interests of the Debtors, the
Estates, Holders of Claims, and other parties in interest, and are
fair, equitable, and reasonable. Pursuant to the Plan, a Plan
Administrator will be appointed on the Effective Date to complete
the claims allowance process and winddown the Debtors' Estates and
the Chapter 11 Cases.
Class 5 consists of General Unsecured Claims. On, or as soon as
reasonably practicable after, the Effective Date, each Holder of an
Allowed General Unsecured Claim shall receive from the
PostEffective Date Debtors, in full satisfaction of such Allowed
General Unsecured Claim: (i) its Pro Rata share of the GUC
Distribution; or (ii) such other less favorable treatment as to
which such Holder and the Post-Effective Date Debtor shall have
agreed upon in writing. Class 5 is Impaired, and therefore Holders
of General Unsecured Claims are entitled to vote on the Plan.
Class 6 consists of Intercompany Claims. On the Effective Date, all
Intercompany Claims of any kind shall be deemed cancelled, and
Holders of Intercompany Claims shall not be entitled to, and shall
not receive or retain, any property or interest in property under
the Plan on account of such Intercompany Claims. Class 6 is deemed
to have rejected the Plan, and therefore Holders of Intercompany
Claims are not entitled to vote on the Plan.
Class 7 consists of Interest Holders. As of the Effective Date, all
Interests of any kind shall be deemed cancelled, and the Holders
thereof shall not receive or retain any property, interest in
property or consideration under the Plan on account of such
Interests. Class 7 is deemed to have rejected the Plan, and
therefore Holders of Interests are not entitled to vote on the
Plan.
The Plan will be implemented by, among other things, the approval
of the Ares Settlement and the Hikma Settlement, the appointment of
the Plan Administrator, the formation of the Plan Oversight
Committee, and the making of Distributions from the Assets by the
Debtors, the Post-Effective Date Debtors, or the Plan
Administrator, as applicable, in accordance with the Plan and the
Plan Administrator Agreement.
A full-text copy of the Second Amended Plan dated May 24, 2022, is
available at https://bit.ly/3t42vFU from PacerMonitor.com at no
charge.
Counsel to the Debtors and Debtors:
Michael R. Nestor, Esq.
Matthew B. Lunn, Esq.
Shane M. Reil, Esq.
S. Alexander Faris, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 N. King Street, Rodney Square
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mnestor@ycst.com
mlunn@ycst.com
sreil@ycst.com
afaris@ycst.com
Counsel to the Official Committee of Unsecured Creditors of VJGJ,
Inc.:
Catherine L. Steege, Esq.
Melissa M. Root, Esq.
Landon S. Raiford, Esq.
JENNER & BLOCK LLP
353 N. Clark Street
Chicago, Illinois 60654
Tel: (312) 923-2952
Fax: (312) 840-7352
Email: csteege@jenner.com
mroot@jenner.com
lraiford@jenner.com
- and -
Mark Minuti, Esq.
Lucian B. Murley, Esq.
Monique B. DiSabatino, Esq.
SAUL EWING ARNSTEIN & LEHR LLP
1201 North Market Street, Suite 2300, P.O. Box 1266
Wilmington, DE 19899
Tel: (302) 421-6840
E-mail: mark.minuti@saul.com
luke.murley@saul.com
monique.disabatino@saul.com
About Teligent Inc.
Teligent, Inc., a specialty generic pharmaceutical company,
develops, manufactures, markets, and sells generic topical, branded
generic, and generic injectable pharmaceutical products in the
United States and Canada. The company was formerly known as IGI
Laboratories, Inc. and changed its name to Teligent, Inc. in
October 2015. Teligent, Inc. was founded in 1977 and is based in
Buena, N.J.
Teligent Inc. and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11332) on Oct. 14, 2021. The
cases are handled by Honorable Judge Brendan Linehan Shanno.
As of Aug. 31, 2021, Teligent had total assets of $85 million and
total debt of $135.8 million.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel; K&L Gates, LLP as special corporate counsel;
Raymond James & Associates, Inc. as investment banker;
PharmaBioSource Realty, LLC as real estate consultant; and Portage
Point Partners, LLC, as restructuring advisor. Vladimir Kasparov
of Portage Point Partners serves as the Debtors' chief
restructuring officer. Epiq Corporate Restructuring, LLC is the
claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' cases on Oct. 27, 2021. Jenner
& Block, LLP and Saul Ewing Arnstein & Lehr, LLP serve as the
committee's bankruptcy counsel. Province, LLC is the committee's
financial advisor.
Latham & Watkins LLP, serves as co-counsel to the Prepetition First
Lien Parties and the Senior DIP Parties. Morgan Lewis & Bockius LLP
serves as co-counsel to the DIP Junior Term Loan Parties and
Prepetition Second Lien Parties. Morris, Nichols, Arsht & Tunnell
LLP serves as co-counsel to the DIP Parties and Prepetition Secured
Parties. Jenner & Block LLP serves as co-counsel to the Creditors'
Committee. Osler, Hoskin & Harcourt LLP, serves as Canadian
counsel to both the DIP Junior Term Loan Parties and the Senior DIP
Parties. NautaDutilh Avocats Luxembourg S.a r.l., as Luxembourg
serves as counsel to both the DIP Junior Term Loan Parties and the
Senior DIP Parties. TGS Baltric is the Estonian counsel to both
the DIP Junior Term Loan Parties and the Senior DIP Parties.
* * *
Leiters, Inc., acquired the Debtors' facility for $27,000,000, and
Hikma Canada Limited acquired the Debtors' Canadian assets for
$45,750,000. PAI Holdings, LLC, bought the Debtors' U.S. Marketing
Authorizations for $14,420,000.
On March 28, 2022, Teligent, Inc., Igen, Inc., Teligent Pharma,
Inc., and TELIP, LLC caused their legal names to be changed to
VJGJ, Inc., WRCC, Inc., OSL, Inc., and TNova, LLC, respectively.
WESTERN MIDSTREAM: Fitch Alters Outlook on 'BB+' IDR to Positive
----------------------------------------------------------------
Fitch Ratings has affirmed Western Midstream Operating, LP's
(Western) Long-Term Issuer Default Rating (IDR) at 'BB+' and senior
unsecured notes at 'BB+'/'RR4'. The Rating Outlook has been revised
to Positive from Stable. The change in Outlook is primarily driven
by the Outlook change at Occidental Petroleum Corp. (BB+/Positive).
Occidental is Western's largest counterparty and Fitch expects it
to contribute approximately 60% of Western's 2022 revenue.
Western has relatively low capex requirements and manageable debt
maturities over the next two years. The company is generating
strong cash flows based on improving cost position, and stable
volumes, in a largely improved commodity price environment.
Western's ratings also reflect Fitch's expectation that leverage
will be around 3.2x or lower at YE 2022.
KEY RATING DRIVERS
Counterparty Exposure: Occidental is Western's largest
counterparty, and consequently, Western is still predominately
exposed to non-investment-grade counterparties as a gathering and
processing company. Occidental contributed approximately 60% of
Western's revenues in 2021 and Fitch expects Occidental's
contribution to be in that area over the near term. Occidental's
operational and financial strength influence Western's credit
profile, because Western depends on Occidental for future growth.
Fitch believes Western's midstream operations will remain
strategically important to Occidental's production, particularly in
the Permian Basin, despite potential commodity price volatility in
the near term.
Credit Supportive Financial Policy: Fitch believes Western's
financial policy is credit supportive. Management has committed to
leverage below 3.5x by YE 2022 and going forward. Capex needs are
manageable, and the company is increasingly FCF positive. It used a
portion of the excess cash to pay back approximately $502 million
in debt in 2022. Deleveraging is occurring from both increase in
EBITDA and debt paydowns. Management recently increased per unit
distributions by approximately 53%. Going forward, Fitch expects
Western to continue to balance dividends, share buy backs and
growth capital spending while remaining within leverage targets.
Asset and Contract Profile: Fitch believes Western will generate
over 90% of its gross margin from fee-based and fixed-price
contracts in 2022. Western has limited direct commodity price
exposure. It is also diversified geographically, supported by a
blend of contracts with minimum volume commitment (MVCs) and/or
cost of service (COS) components, relative to the more standard
requirements contracts prevalent in the industry.
Approximately 79% of Western's natural gas throughput volume was
protected by either MVCs or COS components in 2021, and
approximately 85% of its crude oil and natural gas liquids and 100%
of produced-water throughput were also supported by either MVCs or
COS components. However, if any of the contracts' rates, whether in
dollars per actual volume or dollars per contracted volume, are
high relative to the market, there is a strong likelihood for
Western's E&P customers to consider renegotiating the long-term
contracts, especially those customers compelled to seek the shelter
of bankruptcy.
Throughput Volumes to Remain Flat: Relatively flat levels of capex
and exploration and production (E&P) activities, particularly from
Occidental are expected to keep volume increases in the low single
digits. However, Fitch projects a greater increase in EBITDA, from
lower costs and partially from changes in some of the contracts
where Western is now responsible for delivering fixed NGL
recoveries rather than actual NGL recoveries. This provision shifts
a portion of the operating risk to the Western as the operator but
also presents the opportunity to benefit from better than expected
operating performance through the sale of the excess volumes
recovered. Overall, Fitch views this construct as marginally more
additive to risk, but it is not a material consideration at this
point.
In 2022, Western is expected to generate approximately 50% of
EBITDA from the Delaware Basin, 30% of EBTIDA from the DJ Basin,
11% from the Eagleford and other noncore regions and 9% from equity
investments.
Shorter-Term Contracts: Fitch's rating case assumes the economic
value of the contracts between Occidental and Western remains
intact, with no renegotiation of contract terms deemed materially
unfavorable to Western. Western's long-term weighted average
contract life is 7-11 years (other than the life-of-lease
contracts) collectively for its gas, crude oil and water businesses
at YE 2021. Western also has a portfolio of equity investments,
including ownership interests in long-haul pipelines in the
Permian, which should maintain stable cash flow in the near term.
Fitch believes the Permian will remain Western's cornerstone of
growth.
Sponsor Relationship: Occidental continues to reduce its ownership
stake in Western's publicly traded parent, Western Midstream
Partners, LP (WES), now standing at 48.6% limited partner interest,
but retains 100% of the general partnership interest. The ownership
uncertainty, while a slight negative, is no longer a material issue
given the improving credit quality and FCF generation at
Occidental. Since 4Q20, Occidental has sold about $250 million
worth of WES units, of which about $50 million worth of units were
recently purchased by WES.
The operational alignment between Occidental and Western in the
Permian remains intact in the long term, given the good fit between
legacy Anadarko Petroleum Corporation's (rating withdrawn) and
Western's assets in the basin. However, Occidental reeling back
legacy Anadarko's historic focus on the DJ Basin has impeded
Western's growth in that basin. Western also targets growth through
third-party volumes, but Fitch believes such growth could be
somewhat slower as upstream customers remain increasingly capital
disciplined regarding production spending under the volatile
commodities price environment.
Parent Subsidiary Relationship: Fitch analyzed the
parent-subsidiary relationship between Western and Occidental, and
determined that their respective IDRs are the same based on the
companies' standalone credit profiles. Western maintains a separate
board of directors and financing function. Outside of the PSL
relationship, as Western's largest counterparty, Occidental's
rating and Outlook have credit implications for Western.
DERIVATION SUMMARY
Western primarily operates in the Delaware Basin and DJ Basin and
Fitch expects Western will derive about 60% of its 2022 revenue
from Occidental. EQM Midstream Partners, LP (BB/Negative) is one of
Western's peers that operates primarily in the Appalachian Basin
and has material, concentrated counterparty exposure to EQT
Corporation (BB+/Stable). DCP Midstream, LP (BBB-/Stable) and
EnLink Midstream, LLC (BB+/Positive) operate in multiple basins and
are more diverse than Western.
Western derives over 90% of its margins from fixed-fee contracts,
largely with MVC or COS provisions. DCP has higher volume risk,
with only about 70% of its gross margins generated from fee-based
contracts, compared with 90% of EnLink's gross margins. EQM had
approximately 65% of revenues from firm reservation fees for the YE
2021. In terms of EBITDA, Fitch expects Western will generate about
$2.0 billion in 2022, which is larger than EQM, DCP and EnLink.
However, each of the peers is sizable, generating over $1 billion
in EBITDA annually. With leverage expected to be around 3.2x for YE
2022, Western's leverage is expected to be lower than Enlink's and
EQM's and similar to that of DCP. Fitch expects leverage of
approximately 5.1x for EnLink, and around 3.0x-3.2 for DCP and
5.4x-5.6x for EQM for YE 2022.
KEY ASSUMPTIONS
-- WTI oil price of $95/bbl in 2022, $76/bbl in 2023, $57/bbl in
2024 and $50/bbl in 2025 and thereafter;
-- Henry Hub natural gas prices of $4.25/thousand cubic feet
(mcf) for 2022, and $3.25/mcf for 2023 and $2.75/mcf for 2024,
and 2.50/mcf for 2025 and beyond;
-- Declining throughput volume in segments outside the Permian
through 2023;
-- Distributions as per management's forecast;
-- No adverse changes in existing contract terms between Western
and its major counterparties that would materially impair
Western's expected cash flow;
-- No significant change in the financial policy due to potential
ownership changes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Favorable rating action at Occidental;
-- Leverage (total debt to operating EBITDA) at or below 4.0x and
a distribution coverage ratio above 1.1x on a sustained basis,
with gross margin remaining above 90% fee based or fixed
priced;
-- Asset and business line expansion leading to a more
diversified cash flow profile.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Leverage at or above 5.0x and a distribution coverage ratio
below 1.1x on a sustained basis;
-- Negative rating action at Occidental;
-- Materially unfavorable changes in contract mix;
-- Negative changes in law -- either new laws or rulings on old
laws -- that cause volumetric declines and push profitability
lower and leverage higher on a sustained basis;
-- Adoption of a growth-funding strategy that does not include a
significant equity component, inclusive of retained earnings.
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: Western had approximately $248 million in cash,
no outstanding borrowings on the revolver and $5.1 million in
outstanding LOC at March 31, 2022, resulting in approximately
$1.995 billion available on its $2.0 billion senior unsecured
revolving credit facility (RCF). Fitch expects liquidity will
remain adequate over the near term.
Western paid off its $502 million in debt due in 2022. There is no
additional maturity in the remainder of 2022. Western now has an
upcoming maturity of $213 million due in 2023. With ample
availability on its revolver and strong cash flows, Western has
sufficient liquidity to pay off its debt. In December 2019, Western
extended the RCF's maturity date to February 2025 from February
2024. The credit facility requires Western to maintain a
consolidated leverage ratio at or below 5.0x, or a consolidated
leverage ratio of 5.5x for quarters ending in the 270-day period
immediately following certain acquisitions. Western is in
compliance with this covenant, and Fitch expects it will remain so
for the balance of the forecast.
Western also accessed capital markets in January 2020, issuing $3.2
billion fixed-rate senior notes across three tranches, which come
due in 2025, 2030 and 2050, as well as $300 million of
floating-rate notes due 2023. The net proceeds from the senior
notes and floating-rate notes were used to repay the $3.0 billion
outstanding borrowings under the term loan facility and RCF, and to
fund general corporate expenses.
ISSUER PROFILE
Western is a subsidiary of WES, which, in turn, is a publicly
traded is a master limited partnership (MLP), the general partner
of which is owned by Occidental Petroleum Corp. Western owns,
operates, acquires and develops midstream energy assets generating
its cash flow primarily from Delaware Basin within the Permian and
the DJ Basin.
ESG CONSIDERATIONS
Western Midstream Operating, LP has an ESG Relevance Score of '4'
for Group Structure as the company operates under a somewhat
complex group structure of master limited partnership, 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.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
Western Midstream LT IDR BB+ Affirmed BB+
Operating, LP
senior unsecured LT BB+ Affirmed RR4 BB+
[*] Cynde Munzer Joins Blank Rome's Bankruptcy Group in Chicago
---------------------------------------------------------------
Blank Rome LLP is pleased to welcome prominent finance partner
Cynde H. Munzer to the firm's Finance, Restructuring, and
Bankruptcy group in Chicago. Ms. Munzer is the latest addition to
the firm's national finance team, which recently welcomed
additional leading partners David E. Kronenberg in Washington, D.C.
and Cincinnati, and Cassandra K. Mott and Sarah H. Frazier in
Houston, as well as of counsel Bradley E. Wolf in Los Angeles.
"Cynde's addition further enhances the strong depth of our
financial services team which has been strategically expanding with
top talent across the country," said Grant S. Palmer, Blank Rome's
Managing Partner and CEO.
Ms. Munzer comes to Blank Rome from Dykema where she was a member.
She concentrates her practice on handling complex financing and
business transactions for many of Chicago's major financial
institutions, publicly held corporations, and other businesses.
Known for providing straightforward counsel and staying focused on
the big picture during negotiations, Ms. Munzer has significant
experience navigating large, sophisticated financing transactions,
and in the last couple of years has led teams in handling billions
of dollars in loans. A considerable amount of her practice is
focused in the private equity area, including the structuring and
documenting of loan facilities for the financing of capital calls.
"We are thrilled to welcome Cynde and her high-caliber practice and
clients to Blank Rome," said Kenneth J. Ottaviano, Finance and
Restructuring Partner and Chair of Blank Rome's Chicago office.
"Cynde is a dynamic finance attorney with a stellar reputation in
Chicago and throughout the country, and I am confident that she
will bolster our nationally recognized capabilities and service
offerings."
"Since its founding 75 years ago, financial services has been a
core practice at Blank Rome. Its powerhouse financial services
industry group handles sophisticated matters from coast to coast
and it is an excellent platform to support my practice," added
Munzer. "I am excited to join the Blank Rome team.
Ms. Munzer earned her J.D., with high honors, from the Chicago-Kent
College of Law and her B.S. from the University of Illinois at
Urbana-Champaign. She has been recognized by Crain's Chicago
Business two times as a "Notable Woman Lawyer" as well as honored
by Leading Lawyers Network since 2014. She is also a recipient of
the prestigious Anti-Defamation League's "Women of Achievement"
award.
About Blank Rome
Blank Rome -- http://www.blankrome.com/-- is an Am Law 100 firm
with 14 offices and more than 600 attorneys and principals who
provide comprehensive legal and advocacy services to clients
operating in the United States and around the world.
[*] Ervin Cohen Partners Named Commercial Real Estate Visionaries
-----------------------------------------------------------------
Ervin Cohen & Jessup LLP on May 23, 2022, disclosed that Real
Estate Practice Group Chairs Joan Velazquez and Albert Valencia,
and Partner Elizabeth Dryden, have been recognized as "Visionaries"
in Commercial Real Estate Magazine, an annual magazine published in
the May 15, 2022 print edition of the Los Angeles Times. The
attorneys recognized as visionaries "specialize in commercial real
estate and have played a number of essential roles over the last
couple of years," the feature says. The professionals profiled
understand the challenges and uncertainty in the industry,
providing expert guidance to help "businesses position themselves
and their properties for success."
"This recognition is a testament to the commitment these three
lawyers and our real estate team at large provide our clients,"
said Co-Managing Partner Randall Leff. "Joan, Elizabeth and Al are
enormously talented lawyers who have continually proven their
ability to deliver the firm's clients with the highest degree of
strategy and service."
Ms. Velazquez is experienced in the formation of partnerships,
joint ventures, limited liability companies and arranging complex
capital structures, including highly leveraged mezzanine financing,
subordinated lending arrangements and other creative solutions.
"Having structured, documented and closed more than one billion
dollars of financing transactions over the past years, she guides
clients with distressed properties successfully restructuring
existing debt," says the publication. "As a proven dealmaker who
never loses sight of her client's business goals, Velazquez
understands her duty to mitigate risk and maximize opportunity."
"Clients look to Valencia for his experience in a broad range of
real estate asset classes including commercial, office, retail,
multi-family, mixed-use and industrial properties," reports the
publication. "Valencia represents real estate owners, developers,
investors, lenders, contractors and asset managers in connection
with a wide range of projects, including the acquisition,
financing, development, leasing, management and sale of commercial
real estate. He regularly represents clients in forming
joint-ventures and syndications, negotiating structured finance
transactions and assisting property owners in asset management,"
the feature adds.
Ms. Dryden, a member of the Real Estate Department, built a
practice that covers a broad range of real estate transactions,
including acquisitions and dispositions, office, retail and other
commercial leasing, financing, and joint venture and syndication
formations. Ms. Dryden "is a creative problem solver," says the
publication, and "focuses on practical and workable solutions for
her clients, collaborating with them to comprehensively understand
their business and operations." She successfully navigates
"complex legal matters while balancing big picture issues with deal
specific details," adds the feature. Adapting to meet each client's
unique legal needs, Dryden prioritizes her clients' concerns
without losing sight of her role as an advisor and ardent advocate.
Ervin Cohen & Jessup LLP -- http://www.ecjlaw.com/-- is a
full-service firm that provides a broad range of business-related
legal services including corporate law; litigation; intellectual
property & technology law; real estate transactions and finance;
construction & environmental law; tax planning and controversies;
employment law; health care law; bankruptcy, receivership and
reorganization; and estate planning.
[*] Goulston Attorneys Named to Lawdragon Leading 500 Dealmakers
----------------------------------------------------------------
Goulston & Storrs, an Am Law 200 firm, on May 19, 2022, disclosed
that directors Daniel Avery, Gene Barton, Kristen Ferris, and
Gregory Kaden, members of the firm's world-class Corporate Group,
have been named to Lawdragon's 2022 list of 500 Leading Dealmakers
in America for leading the biggest and most impactful deals of the
past year.
Daniel Avery is a senior corporate and M&A attorney who has
overseen the acquisition or disposition of hundreds of middle
market companies in the U.S. and around the world. He represents
both private equity and strategic buyers and sellers, across a
variety of industries. Mr. Avery is a nationally-known expert on
M&A deal term market trends, and was a long-time member of the
ABA's Private Target Study Working Group, responsible for
publishing the biennial Private Target Mergers & Acquisitions Deal
Points Study, considered the most influential and established
market study in the industry. He received his J.D. from Boston
University School of Law.
Gene Barton is a powerhouse dealmaker with over 30 years of
experience leading middle-market M&A transactions for U.S. and
international clients in a wide spectrum of industries, including
healthcare. Over the past five years alone, he has been lead
counsel on more than $3 billion in M&A transactions. His clients
include private and public company sellers, private equity firms,
strategic acquirers, entrepreneurs, and a broad range of technology
companies. Mr. Barton received his J.D., magna cum laude, from
Boston University School of Law.
Kristen Ferris has more than 15 years of experience representing
middle market companies in mergers and acquisitions, private
equity, and venture capital transactions. She is sought-after for
her practical approach and ability to handle complicated,
multi-faceted global deals in a wide range of industries. Ms.
Ferris has negotiated acquisitions and dispositions in the
technology, life sciences, healthcare, cannabis, energy, consumer
retail, hospitality, sports, and automotive industries. Ms. Ferris
received her J.D., cum laude, from Suffolk University Law School.
Gregory Kaden has over 22 years of experience representing buyers
and sellers in middle-market M&A transactions across a broad range
of industries, including real estate, hospitality, consulting
services, manufacturing, information technology, and health care.
He is known for his common-sense, practical, approach to solving
complex business deal issues. Mr. Kaden also serves as general
outside corporate counsel to a number of middle market portfolio
companies owned by private equity firms and counsels clients in the
full spectrum of bankruptcy and restructuring matters, often
involving well-known brands. He received his J.D., with honors,
from the University of Chicago Law School.
About Goulston & Storrs
Goulston & Storrs -- http://www.goulstonstorrs.com/-- is a law
firm with corporate, capital markets and finance, litigation,
private client and trust, and tax practices.
[*] Heather Morgan Joins Hilco as Director of Capital Solutions
---------------------------------------------------------------
Hilco Corporate Finance (HCF) on May 24 disclosed that Heather
Morgan has joined as Director of Capital Solutions. In this new
role, Ms. Morgan will be responsible for originating corporate
finance and capital markets transactions for Hilco Global, with a
focus on the commercial and industrial sector.
Ms. Morgan brings almost 20 years business development experience
in her tenure of her professional career. She has been responsible
for managing client portfolios, developing strategic relationships,
negotiating contract terms and conditions, loan originations, and
underwriting and financial analysis for all types of commercial
credit needs.
Prior to joining Hilco Global, Ms. Morgan most recently worked as
National Director in Restructuring, Bankruptcy, and Insolvency for
Ritchie Bros. and prior to that, she worked at Wells Fargo Bank,
N.A. as Vice President holding various roles throughout her tenure.
She brings 13 years of banking and finance experience followed by
six years in the valuation and monetization of assets including
acquisition, private treaty transactions, and straight liquidation
negotiations. Ms. Morgan has extensive experience and proven
success in business development.
"We are so thrilled to have Heather join the Hilco Global family.
With her two decades of experience and relationship building in the
financial services industry, she will be a tremendous asset to our
team," said Thomas Greco, CEO of Hilco Commercial Industrial.
Ms. Morgan is a founding member of Women's L.I.N.K. and a proud
volunteer for both the IRESQ and Casa de Amparo community groups.
She is also a member of and has previously held leadership
positions with the Turnaround Management Association (TMA) and is a
continued member of the Secured Finance Network, the American
Bankruptcy Institute (ABI), and the International Women's
Insolvency & Restructuring Confederation (IWIRC).
About Hilco Corporate Finance
Hilco Corporate Finance LLC is a registered broker/dealer with the
Securities and Exchange Commission and a member of FINRA
(www.finra.com) and SIPC (www.sipc.org). Hilco Corporate Finance
specializes in merger and acquisition advisory services, debt
advisory services, private capital raising and strategic advice on
mid-market transactions. Hilco Global is an independent and
diversified financial services company with a strong track record
of maximizing the value of assets for both healthy and distressed
companies. Hilco Global is comprised of twenty specialized business
unit's that work to help companies understand the value of their
assets and then monetize that value.
About Hilco Global
Hilco Global -- http://www.hilcoglobal.com/-- is a privately held
diversified financial services company and the world's preeminent
authority on maximizing the value of assets for both healthy and
distressed companies. Hilco Global financial services leverage a
unique blend of deep restructuring and advisory experience with
capital solutions and principal investing. Hilco Global delivers
customized solutions to undervalued, high potential companies to
resolve complex and stressed situations and enhance long-term
enterprise value. Hilco Global operates as a holding company
comprised of over twenty specialized business units that work to
help companies understand the value of their assets and as needed
monetize the value. Hilco Global has almost 4 decades of a
successful track record of acting as an advisor, agent, investor
and/or principal in any transaction. Hilco Global works to deliver
the best possible result by aligning interests with clients and
providing them strategic insight, advice, and, in many instances,
the capital required to complete the deal. Hilco Global is based in
Northbrook, Illinois and has 700 professionals operating on five
continents with US offices located in Boston, Detroit, Chicago, New
York, Philadelphia, and internationally in Australia, Canada, UK,
Germany, Netherlands, Mexico and throughout Asia.
[*] Western Penn. Business Bankruptcies Lowest Q1 in 20 Years
-------------------------------------------------------------
Patty Tascarella of Pittsburgh Business Times reports that while
2021 set a new local low for commercial bankruptcies, it's looking
like the record won;t stand for long.
Instead, will the combined punch of accelerating inflation,
continuing supply chain issues, workforce shortages and dwindling
stimulus savings usher in the long-forecast tsunami of businesses
opting to restructure or fold?
Just 40 businesses in western Pennsylvania filed for bankruptcy
during the first three months of 2022. It was the smallest number
for a first quarter in at least 20 years and the third-lowest
quarter during that time. Only second-quarter 2020, with 31, and
third-quarter 2021, with 26, had fewer local businesses taking the
step.
"We are in precarious times," said Kirk Burkley, managing partner
at Bernstein-Burkley PC. "Lowest bankruptcies ever has to be
followed by something different. Rising interest rates and
inflation and supply chain issues is just not sustainable."
U.S. Bankruptcy Court for the Western District of Pennsylvania
received 28 applications for Chapter 7, or liquidation, 11 to
reorganize under Chapter 11, and one Chapter 13 which apples to
sole proprietors. That's according to the American Bankruptcy
Institute based on data provided by Epiq Bankruptcy. For point of
comparison, there were 54 local business bankruptcy filings during
the first three months of 2021.
Nationally, total commercial bankruptcies dropped 25% from
first-quarter 2021 to 4,742, ABI said.
Samuel Grego, a principal at Dickie, McCamey & Chilcote P.C. and
founder and co-chair of the firm's creditors rights and bankruptcy
group, noted a recent increase in bankruptcy activity.
"This is anecdotal, but it has picked up in the last 30 days,
especially on the corporate side, and I have a feeling that …
it's finally hitting, what we thought would happen two years ago,"
Grego said. "Not to mention that the Covid relief money has finally
dried up."
Grego anticipates an uptick -- "if not a surge. We'll see if the
second quarter numbers bear that out."
He said he's getting cases in the oil and fuel sector, particularly
in Texas and Florida that could lead the way by creating a ripple
effect in other companies and industries.
"Certain geographic areas may be worse than others," Grego said.
"Pittsburgh's sort of in the middle."
[*] Winston & Strawn to Open New Miami Office with Six Partners
---------------------------------------------------------------
Winston & Strawn LLP on May 19, 2022, announced the firm's largest
expansion in five years with the opening of a new office in Miami.
The office will open with six partners (including litigators and
transactional lawyers), all joining from prestigious law firms
operating in South Florida. It is expected that additional partners
will arrive soon after.
As the firm expands the Miami office over the next several months,
it will focus on serving some of the area's strongest and
fastest-growing sectors, including complex commercial litigation,
mergers and acquisitions, financial services, cryptocurrency and
blockchain, real estate, energy and infrastructure, bankruptcy, and
Latin America.
"Miami has attracted significant pools of capital from public and
private businesses as well as from high net worth families and
individuals," said Winston Chairman Tom Fitzgerald. "It is a
dynamic financial hub, an epicenter of business activity spanning
numerous industries, and a critical nexus point for banking and
international trade with Latin America and other parts of the
world. After careful study of various cities' legal and business
markets, we made a thoughtful, deliberate decision to establish our
newest office in Miami."
Tom continued: "Winston has been investing in and expanding its
Latin America & Caribbean practice over the years, most recently
with an office in São Paulo, Brazil. Our new office in Miami
positions the firm for continued success at the intersection of
capital and commerce involving both North and South America."
"This prestigious group of partners will be a focal point for
collaboration across the firm. They will help us build new avenues
for corporate transactional services in this fast-growing business
destination," said Winston Vice Chair Michael Elkin. "As
importantly, Winston's expansion into Miami speaks to our heritage
as a litigation powerhouse. Litigation in the Southern District of
Florida has increased in the past few years, driven by a
significant uptick in product liability and class action matters.
The litigators in the Miami office are well positioned to address
this need and to drive positive results for our clients in
collaboration with our broader litigation team."
The office will be led by Enrique J. Martin, who joins from Jones
Day. Rick's arrival comes shortly after renowned litigator Chris
Pace, also formerly of Jones Day, came to Winston as a partner.
Rick brings nearly 30 years of experience to his role, having
represented clients in the United States, Europe, and Latin America
on domestic and cross-border M&A, private equity, joint venture,
restructuring, securities, and capital-raising transactions.
"Miami's unique position as a magnet for capital from across the
globe makes it a vibrant forum for complex transactional and
litigation work," said Rick. "Winston has an outstanding reputation
in both areas. I am proud to be one of the initial partners of
Winston in Miami, and I look forward to contributing to the
office's rapid growth and success."
"As supply chain issues continue to drive the need for cross-border
trade with Latin America, we are seeing a corresponding need for
clarity on a wide range of matters related to regulation,
litigation, and capital flows," said Talbert Navia, co-chair of
Winston's Latin America practice. "Miami represents the ideal
location from which to address these and other business challenges
on behalf of clients across the Americas."
"Miami is a focal point for business in both hemispheres," said
São Paulo Managing Partner Rodrigo Carvalho. "The office will only
enhance our longstanding ability to assist diverse clients in
establishing operations--or acquiring companies--in the United
States and Latin America. Our Miami presence, combined with our
office in Brazil, further demonstrates Winston's commitment to the
region."
The initial group of partners joining Winston & Strawn's Miami
office are:
* David A. Coulson, Complex Commercial Litigation (joined from
Greenberg Traurig, LLP)
* Enrique J. Martin (Office Managing Partner), Mergers &
Acquisitions/Private Equity (joined from Jones Day)
* Gustavo J. Membiela, Complex Commercial Litigation (joined
from Hunton Andrews Kurth)
* Kimberly A. Prior (Co-Chair, Digital Assets and Blockchain
Technology Group), Financial Services; Crypto/Blockchain (joined
from Shutts & Bowen LLP)
* Richard P. Puttre (Chair, Projects - Latin America), Global
Project Finance & Infrastructure (joined from Hogan Lovells)
* Daniel Stabile (Co-Chair, Digital Assets and Blockchain
Technology Group), Financial Services; Crypto/Blockchain (joined
from Shutts & Bowen LLP)
The firm will operate in the heart of Miami's Financial District in
the Southeast Financial Center at 200 South Biscayne Boulevard. The
office will later move into permanent space at 830 Brickell Avenue,
a state-of-the-art, LEED Gold-certified office building.
Winston & Strawn LLP -- http://www.winston.com/-- is an
international law firm with 16 offices in North America, South
America, Asia, and Europe.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
7GC & CO HOLD-A VII US 230.8 216.5 -0.9
7GC & CO HOLDING VIIAU US 230.8 216.5 -0.9
ACCELERATE DIAGN AXDX* MM 70.4 -56.8 52.9
AEMETIS INC DW51 GR 166.5 -128.6 -46.6
AEMETIS INC AMTX US 166.5 -128.6 -46.6
AEMETIS INC AMTXGEUR EZ 166.5 -128.6 -46.6
AEMETIS INC AMTXGEUR EU 166.5 -128.6 -46.6
AEMETIS INC DW51 GZ 166.5 -128.6 -46.6
AEMETIS INC DW51 TH 166.5 -128.6 -46.6
AEMETIS INC DW51 QT 166.5 -128.6 -46.6
AERIE PHARMACEUT 0P0 TH 395.5 -125.7 201.7
AERIE PHARMACEUT 0P0 QT 395.5 -125.7 201.7
AERIE PHARMACEUT 0P0 GZ 395.5 -125.7 201.7
AERIE PHARMACEUT AERIEUR EU 395.5 -125.7 201.7
AERIE PHARMACEUT 0P0 GR 395.5 -125.7 201.7
AERIE PHARMACEUT AERI US 395.5 -125.7 201.7
AIR CANADA AC CN 29,724.0 -1,159.0 2,055.0
AIR CANADA ACEUR EZ 29,724.0 -1,159.0 2,055.0
AIR CANADA ADH2 QT 29,724.0 -1,159.0 2,055.0
AIR CANADA ADH2 GR 29,724.0 -1,159.0 2,055.0
AIR CANADA ACEUR EU 29,724.0 -1,159.0 2,055.0
AIR CANADA ADH2 TH 29,724.0 -1,159.0 2,055.0
AIR CANADA ACDVF US 29,724.0 -1,159.0 2,055.0
AIR CANADA ADH2 GZ 29,724.0 -1,159.0 2,055.0
AIRSPAN NETWORKS MIMO US 170.9 -39.4 61.7
ALPHA CAPITAL -A ASPC US 230.5 209.5 -1.8
ALPHA CAPITAL AC ASPCU US 230.5 209.5 -1.8
ALTICE USA INC-A ATUS US 33,144.1 -626.6 -1,994.4
ALTICE USA INC-A 15PA GR 33,144.1 -626.6 -1,994.4
ALTICE USA INC-A 15PA TH 33,144.1 -626.6 -1,994.4
ALTICE USA INC-A ATUSEUR EU 33,144.1 -626.6 -1,994.4
ALTICE USA INC-A ATUS* MM 33,144.1 -626.6 -1,994.4
ALTICE USA INC-A 15PA GZ 33,144.1 -626.6 -1,994.4
ALTICE USA INC-A ATUS-RM RM 33,144.1 -626.6 -1,994.4
ALTIRA GP-CEDEAR MOC AR 40,235.0 -1,760.0 -4,166.0
ALTIRA GP-CEDEAR MOD AR 40,235.0 -1,760.0 -4,166.0
ALTIRA GP-CEDEAR MO AR 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC PHM7 GR 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC MO SW 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC MO US 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC MO* MM 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC PHM7 TH 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC MO TE 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC MOEUR EU 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC PHM7 GZ 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC 0R31 LI 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC MOUSD SW 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC MOEUR EZ 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC PHM7 QT 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC ALTR AV 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC MO CI 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP INC MO-RM RM 40,235.0 -1,760.0 -4,166.0
ALTRIA GROUP-BDR MOOO34 BZ 40,235.0 -1,760.0 -4,166.0
AMC ENTERTAINMEN AMC US 10,345.4 -2,178.3 -261.3
AMC ENTERTAINMEN AMC4EUR EU 10,345.4 -2,178.3 -261.3
AMC ENTERTAINMEN AMC* MM 10,345.4 -2,178.3 -261.3
AMC ENTERTAINMEN AH9 TH 10,345.4 -2,178.3 -261.3
AMC ENTERTAINMEN AH9 QT 10,345.4 -2,178.3 -261.3
AMC ENTERTAINMEN AH9 GR 10,345.4 -2,178.3 -261.3
AMC ENTERTAINMEN AH9 GZ 10,345.4 -2,178.3 -261.3
AMC ENTERTAINMEN AMC-RM RM 10,345.4 -2,178.3 -261.3
AMC ENTERTAINMEN A2MC34 BZ 10,345.4 -2,178.3 -261.3
AMERICAN AIR-BDR AALL34 BZ 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE AAL11EUR EU 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE AAL AV 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE AAL TE 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE A1G SW 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE 0HE6 LI 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE A1G GZ 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE AAL11EUR EZ 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE A1G QT 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE AAL US 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE A1G GR 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE AAL* MM 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE A1G TH 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE AAL-RM RM 67,401.0 -8,940.0 -4,104.0
AMERICAN AIRLINE AAL_KZ KZ 67,401.0 -8,940.0 -4,104.0
AMPLIFY ENERGY C MPO2EUR EZ 456.1 -113.0 -84.2
AMPLIFY ENERGY C 2OQ TH 456.1 -113.0 -84.2
AMPLIFY ENERGY C AMPY US 456.1 -113.0 -84.2
AMPLIFY ENERGY C MPO2EUR EU 456.1 -113.0 -84.2
AMPLIFY ENERGY C 2OQ GR 456.1 -113.0 -84.2
AMPLIFY ENERGY C 2OQ GZ 456.1 -113.0 -84.2
AMPLIFY ENERGY C 2OQ QT 456.1 -113.0 -84.2
AMYRIS INC AMRS* MM 898.4 -125.9 204.7
ARCH BIOPARTNERS ARCH CN 1.5 -4.0 -0.7
ARENA GROUP HOLD AREN US 171.3 -11.1 -16.1
ASHFORD HOSPITAL AHT US 4,038.2 -37.1 0.0
ASHFORD HOSPITAL AHD GR 4,038.2 -37.1 0.0
ASHFORD HOSPITAL AHT1EUR EU 4,038.2 -37.1 0.0
ASHFORD HOSPITAL AHD TH 4,038.2 -37.1 0.0
ATLAS TECHNICAL ATCX US 510.4 -138.7 83.4
AUTOZONE INC AZO US 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZ5 GR 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZ5 TH 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZOEUR EZ 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZ5 GZ 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZO AV 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZ5 TE 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZO* MM 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZOEUR EU 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZ5 QT 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZO-RM RM 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC-BDR AZOI34 BZ 14,520.6 -3,387.2 -1,809.4
AVID TECHNOLOGY AVID US 245.1 -130.0 -21.2
AVID TECHNOLOGY AVD GR 245.1 -130.0 -21.2
AVID TECHNOLOGY AVD TH 245.1 -130.0 -21.2
AVID TECHNOLOGY AVD GZ 245.1 -130.0 -21.2
AVIS BUD-CEDEAR CAR AR 23,573.0 -983.0 -934.0
AVIS BUDGET GROU CAR US 23,573.0 -983.0 -934.0
AVIS BUDGET GROU CAR2EUR EZ 23,573.0 -983.0 -934.0
AVIS BUDGET GROU CUCA TH 23,573.0 -983.0 -934.0
AVIS BUDGET GROU CAR* MM 23,573.0 -983.0 -934.0
AVIS BUDGET GROU CAR2EUR EU 23,573.0 -983.0 -934.0
AVIS BUDGET GROU CUCA QT 23,573.0 -983.0 -934.0
AVIS BUDGET GROU CUCA GR 23,573.0 -983.0 -934.0
AVIS BUDGET GROU CUCA GZ 23,573.0 -983.0 -934.0
BATH & BODY WORK BBWI US 4,860.0 -2,657.7 512.1
BATH & BODY WORK LTD0 TH 4,860.0 -2,657.7 512.1
BATH & BODY WORK LBEUR EZ 4,860.0 -2,657.7 512.1
BATH & BODY WORK BBWI* MM 4,860.0 -2,657.7 512.1
BATH & BODY WORK LTD0 QT 4,860.0 -2,657.7 512.1
BATH & BODY WORK BBWI AV 4,860.0 -2,657.7 512.1
BATH & BODY WORK LBEUR EU 4,860.0 -2,657.7 512.1
BATH & BODY WORK LTD0 GR 4,860.0 -2,657.7 512.1
BATH & BODY WORK LTD0 GZ 4,860.0 -2,657.7 512.1
BATH & BODY WORK BBWI-RM RM 4,860.0 -2,657.7 512.1
BATTALION OIL CO BATL US 410.8 -29.0 -98.1
BATTALION OIL CO RAQB GR 410.8 -29.0 -98.1
BATTALION OIL CO BATLEUR EU 410.8 -29.0 -98.1
BATTERY FUTURE A BFAC/U US 353.4 344.1 1.0
BATTERY FUTURE-A BFAC US 353.4 344.1 1.0
BAUSCH HEALTH CO BHC US 29,090.0 -141.0 1,062.0
BAUSCH HEALTH CO BHC CN 29,090.0 -141.0 1,062.0
BAUSCH HEALTH CO BVF GR 29,090.0 -141.0 1,062.0
BAUSCH HEALTH CO BVF GZ 29,090.0 -141.0 1,062.0
BAUSCH HEALTH CO BVF TH 29,090.0 -141.0 1,062.0
BAUSCH HEALTH CO VRX1EUR EZ 29,090.0 -141.0 1,062.0
BAUSCH HEALTH CO VRX1EUR EU 29,090.0 -141.0 1,062.0
BAUSCH HEALTH CO BVF QT 29,090.0 -141.0 1,062.0
BAUSCH HEALTH CO VRX SW 29,090.0 -141.0 1,062.0
BAUSCH HEALTH CO BHCN MM 29,090.0 -141.0 1,062.0
BELLRING BRANDS BRBR US 657.7 -428.8 228.9
BELLRING BRANDS D51 TH 657.7 -428.8 228.9
BELLRING BRANDS BRBR2EUR EU 657.7 -428.8 228.9
BELLRING BRANDS D51 GR 657.7 -428.8 228.9
BELLRING BRANDS D51 QT 657.7 -428.8 228.9
BENEFITFOCUS INC BNFTEUR EU 251.3 -12.1 42.1
BENEFITFOCUS INC BNFT US 251.3 -12.1 42.1
BENEFITFOCUS INC BTF GR 251.3 -12.1 42.1
BIOCRYST PHARM BCRX US 527.7 -164.2 430.7
BIOCRYST PHARM BO1 GR 527.7 -164.2 430.7
BIOCRYST PHARM BO1 TH 527.7 -164.2 430.7
BIOCRYST PHARM BCRXEUR EZ 527.7 -164.2 430.7
BIOCRYST PHARM BCRXEUR EU 527.7 -164.2 430.7
BIOCRYST PHARM BO1 QT 527.7 -164.2 430.7
BIOCRYST PHARM BCRX* MM 527.7 -164.2 430.7
BIOHAVEN PHARMAC BHVN US 1,371.7 -466.4 595.0
BIOHAVEN PHARMAC 2VN GR 1,371.7 -466.4 595.0
BIOHAVEN PHARMAC BHVNEUR EU 1,371.7 -466.4 595.0
BIOHAVEN PHARMAC 2VN TH 1,371.7 -466.4 595.0
BOEING CO-BDR BOEI34 BZ 135,801.0 -15,268.0 24,320.0
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BOXED INC BOXD US 206.9 -29.6 30.8
BRC INC-A BRCC US 211.8 -188.0 117.9
BRIDGEBIO PHARMA BBIOEUR EU 813.1 -1,040.7 612.8
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BRINKER INTL EAT US 2,458.8 -311.2 -395.1
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BRP INC/CA-SUB V DOOEUR EU 5,030.9 -132.8 48.7
BRP INC/CA-SUB V B15A GZ 5,030.9 -132.8 48.7
BRP INC/CA-SUB V DOO CN 5,030.9 -132.8 48.7
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CALUMET SPECIALT CLMT US 2,195.6 -463.8 -424.4
CARDINAL HEALTH CLH TH 42,111.0 -693.0 2,169.0
CARDINAL HEALTH CAH US 42,111.0 -693.0 2,169.0
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CF ACQUISITION-A CFVI US 300.5 263.1 -3.1
CF ACQUISITON VI CFVIU US 300.5 263.1 -3.1
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CHOICE CONSOLIDA CDXX-U/U CN 173.4 -19.3 0.0
CHOICE CONSOLIDA CDXXF US 173.4 -19.3 0.0
CINEPLEX INC CGX CN 2,062.4 -260.2 -393.0
CINEPLEX INC CPXGF US 2,062.4 -260.2 -393.0
CINEPLEX INC CX0 GR 2,062.4 -260.2 -393.0
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CINEPLEX INC CGXN MM 2,062.4 -260.2 -393.0
CINEPLEX INC CX0 GZ 2,062.4 -260.2 -393.0
COGENT COMMUNICA OGM1 GR 969.8 -408.6 303.6
COGENT COMMUNICA CCOI US 969.8 -408.6 303.6
COGENT COMMUNICA CCOIEUR EU 969.8 -408.6 303.6
COGENT COMMUNICA CCOI* MM 969.8 -408.6 303.6
COMMUNITY HEALTH CYH US 15,263.0 -819.0 1,141.0
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COMPOSECURE INC CMPO US 143.5 -376.6 49.9
CONSENSUS CLOUD CCSI US 615.3 -313.9 18.0
COVEO SOLUTIONS CVO CN 346.2 266.4 199.0
CPI CARD GROUP I PMTSEUR EU 285.7 -114.1 99.4
CPI CARD GROUP I PMTS US 285.7 -114.1 99.4
CPI CARD GROUP I CPB1 GR 285.7 -114.1 99.4
CTI BIOPHARMA CO CTIC US 131.4 -27.9 4.4
CTI BIOPHARMA CO CEPS GR 131.4 -27.9 4.4
CTI BIOPHARMA CO CTIC1EUR EZ 131.4 -27.9 4.4
CTI BIOPHARMA CO CEPS QT 131.4 -27.9 4.4
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DENNY'S CORP DENN US 401.4 -47.8 -26.9
DENNY'S CORP DE8 GR 401.4 -47.8 -26.9
DENNY'S CORP DE8 TH 401.4 -47.8 -26.9
DENNY'S CORP DENNEUR EU 401.4 -47.8 -26.9
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DIEBOLD NIXDORF DBD US 3,316.5 -1,008.6 119.0
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DOLLARAMA INC DLMAF US 4,063.6 -66.0 -194.5
DOLLARAMA INC DOL CN 4,063.6 -66.0 -194.5
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DROPBOX INC-A DBX US 2,852.0 -463.3 505.5
DROPBOX INC-A 1Q5 GR 2,852.0 -463.3 505.5
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DROPBOX INC-A DBXEUR EU 2,852.0 -463.3 505.5
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EAST RESOURCES A ERESU US 346.4 -29.7 -29.7
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EXPRESS INC EXPR US 1,230.6 -10.1 -76.6
FAIR ISAAC - BDR F2IC34 BZ 1,486.5 -663.4 99.4
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FERRELLGAS-LP FGPR US 1,820.1 -150.6 301.7
FLUENCE ENERGY I FLNC US 1,500.9 725.5 641.1
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GCM GROSVENOR-A GCMG US 517.2 -53.3 121.0
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INSEEGO CORP INSG-RM RM 204.2 -34.2 42.7
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KENSINGTON CAPIT KCA/U US 0.1 0.0 0.0
L BRANDS INC-BDR B1BW34 BZ 4,860.0 -2,657.7 512.1
LATAMGROWTH SPAC LATGU US 134.6 126.4 1.8
LATAMGROWTH SPAC LATG US 134.6 126.4 1.8
LEAFLY HOLDINGS LFLY US 84.2 -15.0 66.4
LENNOX INTL INC LXI GR 2,456.9 -410.2 577.8
LENNOX INTL INC LII US 2,456.9 -410.2 577.8
LENNOX INTL INC LXI TH 2,456.9 -410.2 577.8
LENNOX INTL INC LII1EUR EU 2,456.9 -410.2 577.8
LENNOX INTL INC LII* MM 2,456.9 -410.2 577.8
LESLIE'S INC LESL US 930.2 -385.7 133.7
LESLIE'S INC LE3 GR 930.2 -385.7 133.7
LESLIE'S INC LESLEUR EU 930.2 -385.7 133.7
LESLIE'S INC LE3 TH 930.2 -385.7 133.7
LESLIE'S INC LE3 QT 930.2 -385.7 133.7
LIGHT & WONDER I LNW US 7,952.0 -2,137.0 829.0
LIGHT & WONDER I TJW GR 7,952.0 -2,137.0 829.0
LIGHT & WONDER I TJW TH 7,952.0 -2,137.0 829.0
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LIGHT & WONDER I TJW QT 7,952.0 -2,137.0 829.0
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LINDBLAD EXPEDIT LI4 GR 840.6 -23.7 -89.1
LINDBLAD EXPEDIT LINDEUR EU 840.6 -23.7 -89.1
LINDBLAD EXPEDIT LIND US 840.6 -23.7 -89.1
LINDBLAD EXPEDIT LI4 TH 840.6 -23.7 -89.1
LINDBLAD EXPEDIT LI4 QT 840.6 -23.7 -89.1
LINDBLAD EXPEDIT LI4 GZ 840.6 -23.7 -89.1
LOWE'S COS INC LWE TH 49,725.0 -6,877.0 3,780.0
LOWE'S COS INC LWE GZ 49,725.0 -6,877.0 3,780.0
LOWE'S COS INC LOW* MM 49,725.0 -6,877.0 3,780.0
LOWE'S COS INC LOWE AV 49,725.0 -6,877.0 3,780.0
LOWE'S COS INC LOWEUR EZ 49,725.0 -6,877.0 3,780.0
LOWE'S COS INC LWE QT 49,725.0 -6,877.0 3,780.0
LOWE'S COS INC LOWEUR EU 49,725.0 -6,877.0 3,780.0
LOWE'S COS INC LWE TE 49,725.0 -6,877.0 3,780.0
LOWE'S COS INC LWE GR 49,725.0 -6,877.0 3,780.0
LOWE'S COS INC LOW US 49,725.0 -6,877.0 3,780.0
LOWE'S COS INC LOW-RM RM 49,725.0 -6,877.0 3,780.0
LOWE'S COS-BDR LOWC34 BZ 49,725.0 -6,877.0 3,780.0
MADISON SQUARE G MSG1EUR EU 1,363.8 -177.9 -190.4
MADISON SQUARE G MS8 GR 1,363.8 -177.9 -190.4
MADISON SQUARE G MSGS US 1,363.8 -177.9 -190.4
MADISON SQUARE G MS8 TH 1,363.8 -177.9 -190.4
MADISON SQUARE G MS8 QT 1,363.8 -177.9 -190.4
MADISON SQUARE G MS8 GZ 1,363.8 -177.9 -190.4
MANNKIND CORP NNFN TH 308.3 -232.1 130.8
MANNKIND CORP MNKD US 308.3 -232.1 130.8
MANNKIND CORP NNFN GR 308.3 -232.1 130.8
MANNKIND CORP MNKDEUR EZ 308.3 -232.1 130.8
MANNKIND CORP NNFN QT 308.3 -232.1 130.8
MANNKIND CORP MNKDEUR EU 308.3 -232.1 130.8
MANNKIND CORP NNFN GZ 308.3 -232.1 130.8
MARKETWISE INC MKTW US 416.4 -394.0 -141.0
MARTIN MIDSTREAM MMLP US 574.1 -38.0 68.9
MASCO CORP MSQ TH 5,568.0 -100.0 1,292.0
MASCO CORP MAS US 5,568.0 -100.0 1,292.0
MASCO CORP MSQ GR 5,568.0 -100.0 1,292.0
MASCO CORP MSQ GZ 5,568.0 -100.0 1,292.0
MASCO CORP MAS1EUR EZ 5,568.0 -100.0 1,292.0
MASCO CORP MSQ QT 5,568.0 -100.0 1,292.0
MASCO CORP MAS1EUR EU 5,568.0 -100.0 1,292.0
MASCO CORP MAS* MM 5,568.0 -100.0 1,292.0
MASCO CORP MAS-RM RM 5,568.0 -100.0 1,292.0
MASCO CORP-BDR M1AS34 BZ 5,568.0 -100.0 1,292.0
MASON INDUS-CL A MIT US 500.8 -25.6 0.6
MASON INDUSTRIAL MIT/U US 500.8 -25.6 0.6
MATCH GROUP -BDR M1TC34 BZ 5,043.4 -121.8 159.8
MATCH GROUP INC MTCH US 5,043.4 -121.8 159.8
MATCH GROUP INC MTCH1* MM 5,043.4 -121.8 159.8
MATCH GROUP INC 4MGN TH 5,043.4 -121.8 159.8
MATCH GROUP INC 4MGN QT 5,043.4 -121.8 159.8
MATCH GROUP INC 4MGN GR 5,043.4 -121.8 159.8
MATCH GROUP INC MTC2 AV 5,043.4 -121.8 159.8
MATCH GROUP INC 4MGN GZ 5,043.4 -121.8 159.8
MATCH GROUP INC 0JZ7 LI 5,043.4 -121.8 159.8
MATCH GROUP INC MTCH-RM RM 5,043.4 -121.8 159.8
MBIA INC MBJ TH 4,443.0 -552.0 0.0
MBIA INC MBI US 4,443.0 -552.0 0.0
MBIA INC MBJ GR 4,443.0 -552.0 0.0
MBIA INC MBI1EUR EU 4,443.0 -552.0 0.0
MBIA INC MBJ QT 4,443.0 -552.0 0.0
MBIA INC MBJ GZ 4,443.0 -552.0 0.0
MCDONALDS - BDR MCDC34 BZ 50,877.7 -5,990.8 421.8
MCDONALDS CORP MDO TH 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCD US 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCD SW 50,877.7 -5,990.8 421.8
MCDONALDS CORP MDO GR 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCD* MM 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCD TE 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCDEUR EU 50,877.7 -5,990.8 421.8
MCDONALDS CORP MDO GZ 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCD AV 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCDUSD SW 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCDEUR EZ 50,877.7 -5,990.8 421.8
MCDONALDS CORP 0R16 LN 50,877.7 -5,990.8 421.8
MCDONALDS CORP MDO QT 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCD CI 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCD-RM RM 50,877.7 -5,990.8 421.8
MCDONALDS CORP MCDCL CI 50,877.7 -5,990.8 421.8
MCDONALDS-CEDEAR MCDD AR 50,877.7 -5,990.8 421.8
MCDONALDS-CEDEAR MCD AR 50,877.7 -5,990.8 421.8
MCDONALDS-CEDEAR MCDC AR 50,877.7 -5,990.8 421.8
MCKESSON CORP MCK US 63,298.0 -1,792.0 -2,235.0
MCKESSON CORP MCK TH 63,298.0 -1,792.0 -2,235.0
MCKESSON CORP MCK GZ 63,298.0 -1,792.0 -2,235.0
MCKESSON CORP MCK* MM 63,298.0 -1,792.0 -2,235.0
MCKESSON CORP MCK1EUR EZ 63,298.0 -1,792.0 -2,235.0
MCKESSON CORP MCK1EUR EU 63,298.0 -1,792.0 -2,235.0
MCKESSON CORP MCK QT 63,298.0 -1,792.0 -2,235.0
MCKESSON CORP MCK GR 63,298.0 -1,792.0 -2,235.0
MCKESSON CORP MCK-RM RM 63,298.0 -1,792.0 -2,235.0
MCKESSON-BDR M1CK34 BZ 63,298.0 -1,792.0 -2,235.0
MEDIAALPHA INC-A MAX US 275.2 -57.6 54.0
MONEYGRAM INTERN MGI US 4,429.8 -184.3 -17.4
MONEYGRAM INTERN 9M1N GR 4,429.8 -184.3 -17.4
MONEYGRAM INTERN 9M1N TH 4,429.8 -184.3 -17.4
MONEYGRAM INTERN MGIEUR EU 4,429.8 -184.3 -17.4
MONEYGRAM INTERN MGIEUR EZ 4,429.8 -184.3 -17.4
MONEYGRAM INTERN 9M1N QT 4,429.8 -184.3 -17.4
MOTOROLA SOL-BDR M1SI34 BZ 11,649.0 -298.0 394.0
MOTOROLA SOL-CED MSI AR 11,649.0 -298.0 394.0
MOTOROLA SOLUTIO MOT TE 11,649.0 -298.0 394.0
MOTOROLA SOLUTIO MSI US 11,649.0 -298.0 394.0
MOTOROLA SOLUTIO MTLA TH 11,649.0 -298.0 394.0
MOTOROLA SOLUTIO MSI1EUR EU 11,649.0 -298.0 394.0
MOTOROLA SOLUTIO MTLA GZ 11,649.0 -298.0 394.0
MOTOROLA SOLUTIO MTLA GR 11,649.0 -298.0 394.0
MOTOROLA SOLUTIO MSI1EUR EZ 11,649.0 -298.0 394.0
MOTOROLA SOLUTIO MOSI AV 11,649.0 -298.0 394.0
MOTOROLA SOLUTIO MTLA QT 11,649.0 -298.0 394.0
MOTOROLA SOLUTIO MSI-RM RM 11,649.0 -298.0 394.0
MSCI INC MSCI US 4,691.8 -879.2 172.0
MSCI INC 3HM GR 4,691.8 -879.2 172.0
MSCI INC 3HM QT 4,691.8 -879.2 172.0
MSCI INC 3HM GZ 4,691.8 -879.2 172.0
MSCI INC MSCIEUR EZ 4,691.8 -879.2 172.0
MSCI INC MSCI* MM 4,691.8 -879.2 172.0
MSCI INC 3HM SW 4,691.8 -879.2 172.0
MSCI INC 3HM TH 4,691.8 -879.2 172.0
MSCI INC MSCI AV 4,691.8 -879.2 172.0
MSCI INC MSCI-RM RM 4,691.8 -879.2 172.0
MSCI INC-BDR M1SC34 BZ 4,691.8 -879.2 172.0
N/A TCDAEUR EU 140.4 -90.3 103.0
N/A CTIC1EUR EU 131.4 -27.9 4.4
N/A CC-RM RM 2,992.4 -210.9 289.6
NATHANS FAMOUS NFA GR 114.5 -55.3 48.2
NATHANS FAMOUS NATH US 114.5 -55.3 48.2
NATHANS FAMOUS NATHEUR EU 114.5 -55.3 48.2
NEIGHBOUR-SUBRCT NBLY/R CN 558.2 344.7 53.5
NEIGHBOURLY PHAR NBLY CN 558.2 344.7 53.5
NEW ENG RLTY-LP NEN US 350.2 -56.1 0.0
NORTHERN OIL AND 4LT1 GR 2,024.5 -35.3 -302.1
NORTHERN OIL AND NOG US 2,024.5 -35.3 -302.1
NORTHERN OIL AND NOG1EUR EU 2,024.5 -35.3 -302.1
NORTHERN OIL AND 4LT1 TH 2,024.5 -35.3 -302.1
NORTHERN OIL AND 4LT1 GZ 2,024.5 -35.3 -302.1
NORTONLIFEL- BDR S1YM34 BZ 6,943.0 -93.0 -805.0
NORTONLIFELOCK I NLOK US 6,943.0 -93.0 -805.0
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NORTONLIFELOCK I SYMC TE 6,943.0 -93.0 -805.0
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NORTONLIFELOCK I SYM GZ 6,943.0 -93.0 -805.0
NORTONLIFELOCK I SYMC AV 6,943.0 -93.0 -805.0
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NUTANIX INC - A 0NU GZ 2,355.9 -721.9 540.5
NUTANIX INC - A 0NU GR 2,355.9 -721.9 540.5
NUTANIX INC - A NTNXEUR EU 2,355.9 -721.9 540.5
NUTANIX INC - A 0NU TH 2,355.9 -721.9 540.5
NUTANIX INC - A 0NU QT 2,355.9 -721.9 540.5
NUTANIX INC - A NTNXEUR EZ 2,355.9 -721.9 540.5
NUTANIX INC - A NTNX US 2,355.9 -721.9 540.5
NUTANIX INC - A NTNX-RM RM 2,355.9 -721.9 540.5
NUTANIX INC-BDR N2TN34 BZ 2,355.9 -721.9 540.5
O'REILLY AUT-BDR ORLY34 BZ 11,760.4 -328.3 -1,647.5
O'REILLY AUTOMOT OM6 TH 11,760.4 -328.3 -1,647.5
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O'REILLY AUTOMOT ORLY US 11,760.4 -328.3 -1,647.5
O'REILLY AUTOMOT ORLYEUR EU 11,760.4 -328.3 -1,647.5
O'REILLY AUTOMOT OM6 GZ 11,760.4 -328.3 -1,647.5
O'REILLY AUTOMOT ORLY AV 11,760.4 -328.3 -1,647.5
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OAK STREET HEALT OSH US 1,903.2 -2.4 615.7
OAK STREET HEALT HE6 GZ 1,903.2 -2.4 615.7
OAK STREET HEALT HE6 TH 1,903.2 -2.4 615.7
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OAK STREET HEALT HE6 QT 1,903.2 -2.4 615.7
OPTIVA INC OPT CN 89.3 -32.8 26.9
ORACLE BDR ORCL34 BZ 108,644.0 -8,211.0 10,842.0
ORACLE CO-CEDEAR ORCLC AR 108,644.0 -8,211.0 10,842.0
ORACLE CO-CEDEAR ORCL AR 108,644.0 -8,211.0 10,842.0
ORACLE CO-CEDEAR ORCLD AR 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORCL* MM 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORCL US 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORC GR 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORC TH 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORCL TE 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORC GZ 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORCLUSD SW 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORCLEUR EZ 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORCLUSD EZ 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORCLUSD EU 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORCL SW 108,644.0 -8,211.0 10,842.0
ORACLE CORP ORCLEUR EU 108,644.0 -8,211.0 10,842.0
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ORGANON & CO OGN US 10,597.0 -1,250.0 1,413.0
ORGANON & CO 7XP TH 10,597.0 -1,250.0 1,413.0
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PAPA JOHN'S INTL PZZAEUR EU 885.6 -203.1 7.6
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PAPA JOHN'S INTL PP1 TH 885.6 -203.1 7.6
PAPA JOHN'S INTL PP1 QT 885.6 -203.1 7.6
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PAPAYA GROWTH OP PPYAU US 295.3 279.9 1.7
PAPAYA GROWTH OP CC40 GR 295.3 279.9 1.7
PAPAYA GROWTH OP PPYAUEUR EU 295.3 279.9 1.7
PET VALU HOLDING PET CN 614.6 -74.9 33.3
PETRO USA INC PBAJ US - -0.1 -0.1
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PLANET FITNESS I P2LN34 BZ 2,992.4 -210.9 289.6
PLANET FITNESS-A PLNT1EUR EU 2,992.4 -210.9 289.6
PLANET FITNESS-A 3PL QT 2,992.4 -210.9 289.6
PLANET FITNESS-A PLNT1EUR EZ 2,992.4 -210.9 289.6
PLANET FITNESS-A PLNT US 2,992.4 -210.9 289.6
PLANET FITNESS-A 3PL TH 2,992.4 -210.9 289.6
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PLANET FITNESS-A 3PL GZ 2,992.4 -210.9 289.6
POTBELLY CORP PBPB US 242.3 -10.0 -42.1
PRIME IMPACT A-A PIAI US 324.9 -15.2 0.0
PRIME IMPACT ACQ PIAI/U US 324.9 -15.2 0.0
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PROS HOLDINGS IN PRO US 486.6 -12.8 122.5
PROS HOLDINGS IN PRO1EUR EU 486.6 -12.8 122.5
PTC THERAPEUTICS PTCT US 1,799.6 -90.6 297.2
PTC THERAPEUTICS P91 QT 1,799.6 -90.6 297.2
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RADIUS HEALTH IN RDUS US 154.1 -265.9 65.3
RADIUS HEALTH IN 1R8 TH 154.1 -265.9 65.3
RADIUS HEALTH IN RDUSEUR EU 154.1 -265.9 65.3
RADIUS HEALTH IN 1R8 QT 154.1 -265.9 65.3
RADIUS HEALTH IN RDUSEUR EZ 154.1 -265.9 65.3
RADIUS HEALTH IN 1R8 GR 154.1 -265.9 65.3
RAPID7 INC RPDEUR EU 1,273.9 -136.6 -48.7
RAPID7 INC RPD US 1,273.9 -136.6 -48.7
RAPID7 INC R7D GR 1,273.9 -136.6 -48.7
RAPID7 INC R7D TH 1,273.9 -136.6 -48.7
RAPID7 INC R7D SW 1,273.9 -136.6 -48.7
RAPID7 INC RPD* MM 1,273.9 -136.6 -48.7
RAPID7 INC R7D GZ 1,273.9 -136.6 -48.7
RAPID7 INC R7D QT 1,273.9 -136.6 -48.7
REALREAL INC/THE REAL US 698.4 -69.3 284.5
REDBOX ENTERTAIN RDBX US 361.5 -102.0 -79.8
REVLON INC-A REV US 2,374.8 -2,078.6 196.5
REVLON INC-A RVL1 GR 2,374.8 -2,078.6 196.5
REVLON INC-A RVL1 TH 2,374.8 -2,078.6 196.5
REVLON INC-A REVEUR EU 2,374.8 -2,078.6 196.5
REVLON INC-A REV* MM 2,374.8 -2,078.6 196.5
RIMINI STREET IN RMNI US 387.8 -77.3 -37.5
RIMINI STREET IN 0QH GR 387.8 -77.3 -37.5
RIMINI STREET IN RMNIEUR EU 387.8 -77.3 -37.5
RIMINI STREET IN 0QH QT 387.8 -77.3 -37.5
ROSE HILL ACQU-A ROSE US 147.6 -9.9 0.8
ROSE HILL ACQUIS ROSEU US 147.6 -9.9 0.8
RYMAN HOSPITALIT 4RH GR 3,539.8 -37.2 73.6
RYMAN HOSPITALIT RHP US 3,539.8 -37.2 73.6
RYMAN HOSPITALIT RHPEUR EU 3,539.8 -37.2 73.6
RYMAN HOSPITALIT 4RH TH 3,539.8 -37.2 73.6
RYMAN HOSPITALIT 4RH QT 3,539.8 -37.2 73.6
SABRE CORP SABREUR EU 5,314.5 -437.7 983.9
SABRE CORP 19S QT 5,314.5 -437.7 983.9
SABRE CORP SABR US 5,314.5 -437.7 983.9
SABRE CORP 19S GR 5,314.5 -437.7 983.9
SABRE CORP 19S TH 5,314.5 -437.7 983.9
SABRE CORP 19S GZ 5,314.5 -437.7 983.9
SBA COMM CORP 4SB GR 10,142.1 -5,389.1 -739.1
SBA COMM CORP SBAC US 10,142.1 -5,389.1 -739.1
SBA COMM CORP 4SB GZ 10,142.1 -5,389.1 -739.1
SBA COMM CORP SBACEUR EZ 10,142.1 -5,389.1 -739.1
SBA COMM CORP 4SB QT 10,142.1 -5,389.1 -739.1
SBA COMM CORP SBACEUR EU 10,142.1 -5,389.1 -739.1
SBA COMM CORP SBAC* MM 10,142.1 -5,389.1 -739.1
SBA COMM CORP 4SB TH 10,142.1 -5,389.1 -739.1
SEAWORLD ENTERTA W2L QT 2,578.0 -152.4 65.9
SEAWORLD ENTERTA SEASEUR EU 2,578.0 -152.4 65.9
SEAWORLD ENTERTA SEAS US 2,578.0 -152.4 65.9
SEAWORLD ENTERTA W2L GR 2,578.0 -152.4 65.9
SEAWORLD ENTERTA W2L TH 2,578.0 -152.4 65.9
SEAWORLD ENTERTA W2L GZ 2,578.0 -152.4 65.9
SHELL MIDSTREAM SHLX US 2,197.0 -464.0 17.0
SHOALS TECHNOL-A SHLS US 474.5 -1.4 99.0
SHOALS TECHNOL-A SHLS-RM RM 474.5 -1.4 99.0
SILVER SPIKE-A SPKC/U CN 128.4 -8.3 0.8
SIRIUS XM HO-BDR SRXM34 BZ 10,163.0 -3,587.0 -1,765.0
SIRIUS XM HOLDIN RDO GR 10,163.0 -3,587.0 -1,765.0
SIRIUS XM HOLDIN RDO TH 10,163.0 -3,587.0 -1,765.0
SIRIUS XM HOLDIN SIRIEUR EU 10,163.0 -3,587.0 -1,765.0
SIRIUS XM HOLDIN RDO GZ 10,163.0 -3,587.0 -1,765.0
SIRIUS XM HOLDIN SIRI AV 10,163.0 -3,587.0 -1,765.0
SIRIUS XM HOLDIN SIRI US 10,163.0 -3,587.0 -1,765.0
SIRIUS XM HOLDIN SIRIEUR EZ 10,163.0 -3,587.0 -1,765.0
SIRIUS XM HOLDIN RDO QT 10,163.0 -3,587.0 -1,765.0
SIX FLAGS ENTERT 6FE GR 2,884.0 -515.7 -11.0
SIX FLAGS ENTERT SIX US 2,884.0 -515.7 -11.0
SIX FLAGS ENTERT SIXEUR EU 2,884.0 -515.7 -11.0
SIX FLAGS ENTERT 6FE QT 2,884.0 -515.7 -11.0
SIX FLAGS ENTERT 6FE TH 2,884.0 -515.7 -11.0
SLEEP NUMBER COR SNBR US 912.6 -469.2 -746.0
SLEEP NUMBER COR SL2 GR 912.6 -469.2 -746.0
SLEEP NUMBER COR SNBREUR EU 912.6 -469.2 -746.0
SLEEP NUMBER COR SL2 TH 912.6 -469.2 -746.0
SLEEP NUMBER COR SL2 QT 912.6 -469.2 -746.0
SLEEP NUMBER COR SL2 GZ 912.6 -469.2 -746.0
SMILEDIRECTCLUB SDC* MM 710.2 -203.5 226.9
SONIDA SENIOR LI SNDA US 703.4 -21.5 -28.8
SONIDA SENIOR LI 13C0 GR 703.4 -21.5 -28.8
SONIDA SENIOR LI CSU2EUR EU 703.4 -21.5 -28.8
SONIDA SENIOR LI 13C0 GZ 703.4 -21.5 -28.8
SOUTHWESTRN ENGY SW5 TH 11,847.0 -119.0 -4,432.0
SOUTHWESTRN ENGY SW5 GR 11,847.0 -119.0 -4,432.0
SOUTHWESTRN ENGY SWN US 11,847.0 -119.0 -4,432.0
SOUTHWESTRN ENGY SWN1EUR EZ 11,847.0 -119.0 -4,432.0
SOUTHWESTRN ENGY SW5 QT 11,847.0 -119.0 -4,432.0
SOUTHWESTRN ENGY SWN1EUR EU 11,847.0 -119.0 -4,432.0
SOUTHWESTRN ENGY SW5 GZ 11,847.0 -119.0 -4,432.0
SOUTHWESTRN ENGY SWN-RM RM 11,847.0 -119.0 -4,432.0
SPLUNK INC S0U GR 5,210.0 -661.9 763.8
SPLUNK INC SPLK US 5,210.0 -661.9 763.8
SPLUNK INC S0U GZ 5,210.0 -661.9 763.8
SPLUNK INC S0U TH 5,210.0 -661.9 763.8
SPLUNK INC SPLKEUR EZ 5,210.0 -661.9 763.8
SPLUNK INC SPLKEUR EU 5,210.0 -661.9 763.8
SPLUNK INC SPLK* MM 5,210.0 -661.9 763.8
SPLUNK INC S0U QT 5,210.0 -661.9 763.8
SPLUNK INC SPLK-RM RM 5,210.0 -661.9 763.8
SPLUNK INC - BDR S1PL34 BZ 5,210.0 -661.9 763.8
SPRAGUE RESOURCE SRLP US 1,560.1 -45.8 -99.6
SQL TECHNOLOGIES SKYX US 30.7 17.5 25.2
SQUARESPACE -BDR S2QS34 BZ 990.4 -89.7 -114.9
SQUARESPACE IN-A SQSP US 990.4 -89.7 -114.9
SQUARESPACE IN-A 8DT GR 990.4 -89.7 -114.9
SQUARESPACE IN-A 8DT GZ 990.4 -89.7 -114.9
SQUARESPACE IN-A SQSPEUR EU 990.4 -89.7 -114.9
SQUARESPACE IN-A 8DT TH 990.4 -89.7 -114.9
SQUARESPACE IN-A 8DT QT 990.4 -89.7 -114.9
STARBUCKS CORP SBUX* MM 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SRB GR 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SRB TH 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUX US 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUX AV 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUX TE 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUXEUR EU 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUX IM 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUXUSD SW 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SRB GZ 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUXEUR EZ 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP 0QZH LI 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUX PE 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUX SW 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SRB QT 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUX CI 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUX-RM RM 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUXCL CI 29,021.5 -8,761.2 -1,563.2
STARBUCKS CORP SBUX_KZ KZ 29,021.5 -8,761.2 -1,563.2
STARBUCKS-BDR SBUB34 BZ 29,021.5 -8,761.2 -1,563.2
STARBUCKS-CEDEAR SBUXD AR 29,021.5 -8,761.2 -1,563.2
STARBUCKS-CEDEAR SBUX AR 29,021.5 -8,761.2 -1,563.2
STONEMOR INC STON US 1,785.5 -157.5 120.7
STONEMOR INC 3V8 GR 1,785.5 -157.5 120.7
STONEMOR INC STONEUR EU 1,785.5 -157.5 120.7
TEMPUR SEALY INT TPX US 4,321.9 -91.3 117.7
TEMPUR SEALY INT TPD GR 4,321.9 -91.3 117.7
TEMPUR SEALY INT TPXEUR EU 4,321.9 -91.3 117.7
TEMPUR SEALY INT TPD TH 4,321.9 -91.3 117.7
TEMPUR SEALY INT TPD GZ 4,321.9 -91.3 117.7
TEMPUR SEALY INT T2PX34 BZ 4,321.9 -91.3 117.7
TEMPUR SEALY INT TPX-RM RM 4,321.9 -91.3 117.7
TERRAN ORBITAL C LLAP US 0.2 0.0 0.1
TORRID HOLDINGS CURV US 578.5 -258.3 -76.1
TRANSAT A.T. TRZ CN 1,899.8 -429.6 37.6
TRANSDIGM - BDR T1DG34 BZ 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP TDG US 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP T7D GR 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP T7D TH 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP TDGEUR EU 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP T7D QT 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP TDGEUR EZ 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP TDG* MM 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP TDG-RM RM 18,841.0 -2,893.0 5,263.0
TRAVEL + LEISURE WD5A GR 6,600.0 -811.0 665.0
TRAVEL + LEISURE TNL US 6,600.0 -811.0 665.0
TRAVEL + LEISURE WD5A TH 6,600.0 -811.0 665.0
TRAVEL + LEISURE 0M1K LI 6,600.0 -811.0 665.0
TRAVEL + LEISURE WYNEUR EU 6,600.0 -811.0 665.0
TRAVEL + LEISURE WD5A QT 6,600.0 -811.0 665.0
TRAVEL + LEISURE WD5A GZ 6,600.0 -811.0 665.0
TRAVEL + LEISURE TNL* MM 6,600.0 -811.0 665.0
TRICIDA INC TCDAEUR EZ 140.4 -90.3 103.0
TRICIDA INC TCDA US 140.4 -90.3 103.0
TRICIDA INC 1T7 GR 140.4 -90.3 103.0
TRICIDA INC 1T7 TH 140.4 -90.3 103.0
TRICIDA INC 1T7 QT 140.4 -90.3 103.0
TRICIDA INC 1T7 GZ 140.4 -90.3 103.0
TRIUMPH GROUP TGI US 1,761.2 -787.4 360.9
TRIUMPH GROUP TG7 GR 1,761.2 -787.4 360.9
TRIUMPH GROUP TG7 TH 1,761.2 -787.4 360.9
TRIUMPH GROUP TGIEUR EU 1,761.2 -787.4 360.9
TRIUMPH GROUP TG7 GZ 1,761.2 -787.4 360.9
TUPPERWARE BRAND TUP GR 1,243.4 -266.1 131.7
TUPPERWARE BRAND TUP US 1,243.4 -266.1 131.7
TUPPERWARE BRAND TUP GZ 1,243.4 -266.1 131.7
TUPPERWARE BRAND TUP TH 1,243.4 -266.1 131.7
TUPPERWARE BRAND TUP1EUR EU 1,243.4 -266.1 131.7
TUPPERWARE BRAND TUP1EUR EZ 1,243.4 -266.1 131.7
TUPPERWARE BRAND TUP QT 1,243.4 -266.1 131.7
UBIQUITI INC UI US 759.7 -335.0 301.9
UBIQUITI INC 3UB GR 759.7 -335.0 301.9
UBIQUITI INC UBNTEUR EU 759.7 -335.0 301.9
UBIQUITI INC 3UB TH 759.7 -335.0 301.9
UNISYS CORP USY1 TH 2,277.0 -79.6 331.3
UNISYS CORP USY1 GR 2,277.0 -79.6 331.3
UNISYS CORP UIS US 2,277.0 -79.6 331.3
UNISYS CORP UIS1 SW 2,277.0 -79.6 331.3
UNISYS CORP UISEUR EU 2,277.0 -79.6 331.3
UNISYS CORP USY1 GZ 2,277.0 -79.6 331.3
UNISYS CORP USY1 QT 2,277.0 -79.6 331.3
UNISYS CORP UISEUR EZ 2,277.0 -79.6 331.3
UNITI GROUP INC 8XC GR 4,889.9 -2,092.0 0.0
UNITI GROUP INC 8XC TH 4,889.9 -2,092.0 0.0
UNITI GROUP INC UNIT US 4,889.9 -2,092.0 0.0
UNITI GROUP INC 8XC GZ 4,889.9 -2,092.0 0.0
VECTOR GROUP LTD VGR US 912.6 -840.7 291.7
VECTOR GROUP LTD VGR GR 912.6 -840.7 291.7
VECTOR GROUP LTD VGREUR EU 912.6 -840.7 291.7
VECTOR GROUP LTD VGR TH 912.6 -840.7 291.7
VECTOR GROUP LTD VGR QT 912.6 -840.7 291.7
VECTOR GROUP LTD VGR GZ 912.6 -840.7 291.7
VERISIGN INC VRS TH 1,973.2 -1,285.1 179.2
VERISIGN INC VRSN US 1,973.2 -1,285.1 179.2
VERISIGN INC VRS GR 1,973.2 -1,285.1 179.2
VERISIGN INC VRSNEUR EU 1,973.2 -1,285.1 179.2
VERISIGN INC VRS GZ 1,973.2 -1,285.1 179.2
VERISIGN INC VRSN* MM 1,973.2 -1,285.1 179.2
VERISIGN INC VRSNEUR EZ 1,973.2 -1,285.1 179.2
VERISIGN INC VRS QT 1,973.2 -1,285.1 179.2
VERISIGN INC VRSN-RM RM 1,973.2 -1,285.1 179.2
VERISIGN INC-BDR VRSN34 BZ 1,973.2 -1,285.1 179.2
VERISIGN-CEDEAR VRSN AR 1,973.2 -1,285.1 179.2
VIVINT SMART HOM VVNT US 2,713.2 -1,753.9 -540.0
VMWARE INC-BDR V2MW34 BZ 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A BZF1 GR 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A BZF1 TH 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A VMW US 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A BZF1 GZ 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A VMW* MM 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A VMWEUR EZ 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A VMWA AV 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A VMWEUR EU 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A BZF1 QT 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A BZF1 SW 27,434.0 -411.0 -2,249.0
W&T OFFSHORE INC WTI US 1,350.1 -249.4 3.4
W&T OFFSHORE INC UWV GR 1,350.1 -249.4 3.4
W&T OFFSHORE INC WTI1EUR EU 1,350.1 -249.4 3.4
W&T OFFSHORE INC UWV TH 1,350.1 -249.4 3.4
W&T OFFSHORE INC UWV GZ 1,350.1 -249.4 3.4
WAYFAIR INC- A W US 4,256.0 -1,904.0 481.0
WAYFAIR INC- A W* MM 4,256.0 -1,904.0 481.0
WAYFAIR INC- A 1WF QT 4,256.0 -1,904.0 481.0
WAYFAIR INC- A 1WF GZ 4,256.0 -1,904.0 481.0
WAYFAIR INC- A WEUR EZ 4,256.0 -1,904.0 481.0
WAYFAIR INC- A 1WF GR 4,256.0 -1,904.0 481.0
WAYFAIR INC- A 1WF TH 4,256.0 -1,904.0 481.0
WAYFAIR INC- A WEUR EU 4,256.0 -1,904.0 481.0
WEBER INC - A WEBR US 1,878.4 -194.1 274.3
WEWORK INC-CL A WE US 20,686.0 -1,860.0 -1,002.0
WEWORK INC-CL A 9WE GR 20,686.0 -1,860.0 -1,002.0
WEWORK INC-CL A WE1EUR EU 20,686.0 -1,860.0 -1,002.0
WEWORK INC-CL A 9WE TH 20,686.0 -1,860.0 -1,002.0
WEWORK INC-CL A 9WE QT 20,686.0 -1,860.0 -1,002.0
WEWORK INC-CL A 9WE GZ 20,686.0 -1,860.0 -1,002.0
WEWORK INC-CL A WE* MM 20,686.0 -1,860.0 -1,002.0
WINGSTOP INC WING1EUR EU 507.3 -424.2 152.9
WINGSTOP INC WING US 507.3 -424.2 152.9
WINGSTOP INC EWG GR 507.3 -424.2 152.9
WINGSTOP INC EWG GZ 507.3 -424.2 152.9
WINMARK CORP WINA US 15.3 -65.8 -6.8
WINMARK CORP GBZ GR 15.3 -65.8 -6.8
WW INTERNATIONAL WW US 1,419.4 -449.3 41.0
WW INTERNATIONAL WW6 GR 1,419.4 -449.3 41.0
WW INTERNATIONAL WW6 GZ 1,419.4 -449.3 41.0
WW INTERNATIONAL WTWEUR EZ 1,419.4 -449.3 41.0
WW INTERNATIONAL WTW AV 1,419.4 -449.3 41.0
WW INTERNATIONAL WTWEUR EU 1,419.4 -449.3 41.0
WW INTERNATIONAL WW6 QT 1,419.4 -449.3 41.0
WW INTERNATIONAL WW6 TH 1,419.4 -449.3 41.0
WW INTERNATIONAL WW-RM RM 1,419.4 -449.3 41.0
WYNN RESORTS LTD WYR GR 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYR TH 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNN* MM 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNN US 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNNEUR EU 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYR GZ 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNNEUR EZ 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNN SW 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYR QT 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNN-RM RM 12,179.3 -1,033.3 1,511.4
WYNN RESORTS-BDR W1YN34 BZ 12,179.3 -1,033.3 1,511.4
YELLOW CORP YELL US 2,405.7 -386.9 191.2
YELLOW CORP YEL GR 2,405.7 -386.9 191.2
YELLOW CORP YRCWEUR EZ 2,405.7 -386.9 191.2
YELLOW CORP YEL QT 2,405.7 -386.9 191.2
YELLOW CORP YRCWEUR EU 2,405.7 -386.9 191.2
YELLOW CORP YEL1 TH 2,405.7 -386.9 191.2
YELLOW CORP YEL GZ 2,405.7 -386.9 191.2
YUM! BRANDS INC TGR TH 5,816.0 -8,491.0 54.0
YUM! BRANDS INC TGR GR 5,816.0 -8,491.0 54.0
YUM! BRANDS INC YUM US 5,816.0 -8,491.0 54.0
YUM! BRANDS INC TGR GZ 5,816.0 -8,491.0 54.0
YUM! BRANDS INC YUMUSD SW 5,816.0 -8,491.0 54.0
YUM! BRANDS INC YUMEUR EZ 5,816.0 -8,491.0 54.0
YUM! BRANDS INC YUM AV 5,816.0 -8,491.0 54.0
YUM! BRANDS INC TGR TE 5,816.0 -8,491.0 54.0
YUM! BRANDS INC YUMEUR EU 5,816.0 -8,491.0 54.0
YUM! BRANDS INC TGR QT 5,816.0 -8,491.0 54.0
YUM! BRANDS INC YUM SW 5,816.0 -8,491.0 54.0
YUM! BRANDS INC YUM* MM 5,816.0 -8,491.0 54.0
YUM! BRANDS INC YUM-RM RM 5,816.0 -8,491.0 54.0
*********
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
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***