/raid1/www/Hosts/bankrupt/TCR_Public/220616.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, June 16, 2022, Vol. 26, No. 166
Headlines
6 TURTLE KNOLL: Taps RWSP Realty as Real Estate Broker
626 HOSPICE: UST Appoints Tamar Terzian as Patient Care Ombudsman
704 HOWE STREET: Files Bare-Bones Chapter 11 Petition
ACM DEVELOPMENT: Continued Operations to Fund Plan Payments
AGILE THERAPEUTICS: All Four Proposals Passed at Annual Meeting
AKOUSTIS TECHNOLOGIES: Issues $44M Convertible Notes Due 2027
APACHE CORP: Moody's Alters Outlook on 'Ba1' CFR to Positive
AVAYA HOLDINGS: Moody's Assigns 'B3' CFR, Outlook Negative
B&G FOODS: Moody's Cuts CFR to B2, Outlook Stable
BEACON SCIENTIFIC: Files Chapter 11 Subchapter V Case
BERLIN PACKAGING: Moody's Rates $150MM First Lien Term Loan 'B2'
BIONIK LABORATORIES: Incurs $10.4M Net Loss in FY Ended March 31
CAREPATH HEALTHCARE: Files for Chapter 11 Protection
CARVANA CO: FMR LLC, Abigail Johnson Hold 2.8% of Class A Shares
CDK GLOBAL: Moody's Rates New $750MM First Lien Notes 'B1'
COMMSCOPE HOLDING: Moody's Cuts CFR to B2, Outlook Negative
COTY INC: S&P Raises ICR to 'B+' on Improved Credit Metrics
CREATD INC: Board OKs 2022 Omnibus Securities and Incentive Plan
DEACON BRODY: Taps Lester Korinman Kamran as Legal Counsel
DHANANI GROUP: S&P Discontinues 'B' Issuer Credit Rating
ECOARK HOLDINGS: BitNile Unit to Buy $12M New Preferred Shares
EKSO BIONICS: All Four Proposals Passed at Annual Meeting
ELECTRIC LAST MILE: Files for Chapter 7 Bankruptcy
ENDO INTERNATIONAL: All Five Proposals Passed at Annual Meeting
ESJ TOWERS: Files for Chapter 11 Bankruptcy With $39M Debt
FIRST ENERGY: $180 Million Deal Resolves Bribe Suit, Investors Say
GENAPSYS INC: Court Denies Former-CEO Committee Access
GT REAL ESTATE: Pantchers Owner Sued by County Over Failed HQ
H-CYTE INC: Closes Clinic in Arizona
H-FOOD HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B-' ICR
HIDILI INDUSTRY: Asks U.S. Recognition for $190-Mil. Debt Swap
HOME STRATEGY: Case Summary & 10 Unsecured Creditors
INITO GROUP: Voluntary Chapter 11 Case Summary
INSYS THERAPEUTICS: SCOTUS Spurns Exec.'s Appeal in Opioid Case
IRONSTONE PROPERTIES: Sells $200K Common Shares to Director
JAGUAR HEALTH: All Four Proposals Passed at Annual Meeting
JOHN ASSI MD PA: Files for Chapter 11 Without Counsel
JOHN Q HAMMONS HOTELS: High Court Revives Ch.11 Fee Refund Case
KC CULINARTE: S&P Upgrades ICR to 'B-', Outlook Stable
KOSMOS ENERGY: All Three Proposals Passed at Annual Meeting
LARRY SPIER: Case Summary & 20 Largest Unsecured Creditors
LATAM AIRLINES: To Get $2.75B in New Loans for Bankruptcy Exit
LIGHT & WONDER: All Three Proposals Passed at Annual Meeting
LTL MANAGEMENT: Talc Claimants Seek to Lift Injunction
MALLINCKRODT PLC: Expects to Emerge from Chapter 11 in Coming Days
MAXUS ENERGY: Says Few Facts Are in Question in $14-Bil. Suit
MJARDIN GROUP: Has CCAA Initial Order; Receiver KSV Named Monitor
MULLEN AUTOMOTIVE: COO to Retire on June 30
MY2011 GRAND: June 27 Plan Confirmation Hearing Set
MY2011 GRAND: Unsecured Creditors to be Paid in Full in Plan
MYOMO INC: Two Proposals Approved at Annual Meeting
NATIONAL RIFLE: Court Dismisses Counterclaims Against NYAG
NEKTAR THERAPEUTICS: All Four Proposals Approved at Annual Meeting
NEONODE INC: Adjourns Annual Meeting of Stockholders Until June 22
NEXTSPORT INC: Scooter Maker Hits Chapter 11 Bankruptcy
NORTH JAX CONCRETE: Case Summary & 19 Unsecured Creditors
NORTHWEST SENIOR HOUSING: Court Okays Chapter 11 Loan, Rent Escrow
NOVELIS INC: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable
NUTEX HEALTH: Appoints Jon Bates as New Chief Financial Officer
OLIN CORP: Moody's Ups CFR & Senior Unsecured Debt to Ba1
ORTIZ A TRUCKING: Files Subchapter V Case to Recover Truck
PBF HOLDING: Moody's Puts 'B2' CFR Under Review for Upgrade
PHUNWARE INC: Inks Office Lease With ATX Acquisitions
PROFESSIONAL DIVERSITY: Settles Lawsuit With TL Franklin
PUERTO RICO: Hires JPMorgan to Study Sales-Tax Debt Refinancing
PURDUE PHARMA: Creditors Push Plan to Give CEO's Bonus to Victims
QUICKER LIQUOR: Continued Operation to Fund Plan Payments
REWALK ROBOTICS: To Hold Annual Meeting on July 27
RIDER HOTEL: Aims Continued Local Ownership Despite Bankruptcy
SAFE FLEET: Moody's Rates New $100MM Incremental 1st Lien Loan 'B2'
SANITYDESK INC: Tech Startup Files Subchapter V Case
SPECIALTY BUILDING: Moody's Affirms B2 CFR, Outlook Stable
STIMWAVE TECHNOLOGIES: Case Summary & 30 Top Unsecured Creditors
TMC BUYER: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
TOUCHPOINT GROUP: Issues $225K Promissory Note to Mast Hill
UNIVISION COMMUNICATIONS: Moody's Rates New $500MM Term Loan 'B1'
VERTEX AEROSPACE: Moody's Ups CFR to B1 & Alters Outlook to Stable
WORLD WINE: Starts Chapter 11 Subchapter V Case
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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6 TURTLE KNOLL: Taps RWSP Realty as Real Estate Broker
------------------------------------------------------
6 Turtle Knoll, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ RWSP Realty LLC to
market for sale its real property located at 6 Turtle Knoll,
Monroe, N.Y.
The firm will be paid a commission of 6 percent of the sales
price.
Brenda Santos, a member of RWSP Realty, disclosed in a court filing
that her firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Brenda Santos
RWSP Realty LLC
d/b/a Howard Hanna Rand Realty
268 South Main Street
New City, NY 10956
About 6 Turtle Knoll
6 Turtle Knoll, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.22
35095) on Feb. 22, 2022, listing up to $500,000 in assets and up to
$1 million in liabilities. Judge Cecelia G. Morris oversees the
case.
James J. Rufo, Esq., at The Law Office of James J. Rufo represents
the Debtor as counsel.
626 HOSPICE: UST Appoints Tamar Terzian as Patient Care Ombudsman
-----------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16,
appointed Tamar Terzian as Patient Care Ombudsman for 626 Hospice,
Inc.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the Central District of California on June 8,
2022 and the verification of disinterestedness by Tamar Terzian.
In the PCO's investigation, the PCO discovered no known connections
with the Debtor, creditors, patients, and other party or
parties-in-interest.
A copy of the notice is available for free at
https://bit.ly/3mQqKUq from PacerMonitor.com.
About 626 Hospice Inc.
626 Hospice Inc. is a hospital & health care company.
626 Hospice filed a petition for relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
22-12904) on May 25, 2022. In the petition filed by Natasha Gill
as CEO, 626 Hospice Inc. listed estimated liabilities between
$500,000 and $1 million.
The case is assigned to Honorable Bankruptcy Judge Ernest M.
Robles.
The Law Offices of Yeznik O. Kazandjian, is the Debtor's counsel.
Arturo Cisneros has been appointed as Subchapter V trustee.
704 HOWE STREET: Files Bare-Bones Chapter 11 Petition
-----------------------------------------------------
704 Howe Street, LLC, filed for chapter 11 protection in the
District of New Jersey.
On June 13, 2022, an order was entered directing the Debtor to show
cause why its Chapter 11 case should not be dismissed in light of
its failure to file certain required documents. The missing
documents include the Summary of Assets and Liabilities, Statement
of Financial Affairs, 20 Largest Unsecured Creditors, List of
Equity Security Holders, Statement of Corporate Ownership, and
Balance Sheet. A hearing has been scheduled for July 7, 2022 at
10:00 a.m. at MBK - Courtroom 8, Trenton.
According to court filing, 704 Howe Street estimates between 1 and
49 unsecured creditors. The petition states funds will be
available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
July 7, 2022 at 1:00 PM at Telephonic. Proofs of claim are due by
Aug. 22, 2022. Government proofs of claim are due by Dec. 12,
2022.
The Debtor's Chapter 11 Small Business Plan is due by April 9,
2023.
About 704 Howe Street
704 Howe Street, LLC is a Single Asset Real Estate (as defined in
11 U.S.C. § 101(51B)).
On June 13, 2022 704 Howe Street sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-14820) on
June 13, 2022. In the petition filed by Louis Mercatanti, as
president, the Debtor reports estimated assets and liabilities up
to $50,000 each.
Brian W. Hofmeister, of Law Firm of Brian W. Hofmeister, LLC, is
the Debtor's counsel.
ACM DEVELOPMENT: Continued Operations to Fund Plan Payments
-----------------------------------------------------------
ACM Development, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Disclosure Statement describing Plan
of Reorganization dated June 13, 2022.
The Debtor is a site development contractor doing business since
2008. The Debtor's headquarters are located at 562 Bowness Avenue,
Ocoee, Florida 34761 (the "Headquarters").
COVID-19, supply chain issues, and inflation of labor and material
costs have directly impacted the Debtor. In many jobs, clients
have either became delinquent on payments or have been slow to pay
the Debtor. The Debtor filed bankruptcy to preserve the going
value of its business and reorganize its liabilities to provide a
maximum return for its creditors.
The Plan provides the respective Holders of Allowed Administrative
Claims, Allowed Priority Claims, and Allowed Priority Tax Claims,
if any, will be paid in full on the Effective Date or in accordance
with the treatment. The Plan further provides that Holders of
Allowed Secured and Unsecured Claims will receive full or partial
payment from: (1) the Debtor's continued operations; (2) payments
from collateral sources, (3) the infusion of cash from an Economic
Recovery Tax Credit and/or (4) the net proceeds recovered from
Causes of Action.
Class 14 consists of the Allowed Unsecured Claims of the Debtor's
Critical Vendors. Debtor's Critical Vendors consist of Ferguson
Enterprises, LLC (Claim No. 8) and Ring Power Corporation (Claim
No. 10). In full satisfaction of the Allowed Class 14 Claims,
Ferguson and Ring Power shall be repaid in full based on equal
monthly payments over 36 months. Ferguson and Ring Power shall
continue to provide services to the Debtor on the same payment and
other operational terms as they exist on the Petition Date.
Payments shall commence on the Effective Date. If Ferguson and/or
Ring Power vote against this treatment, they shall be classified as
a Class 15 Claim. Class 14 is Impaired.
Class 15 consists of the Allowed General Unsecured Claims against
the Debtor. In full satisfaction of the Allowed Class 15 Claims,
Allowed General Unsecured Creditors shall receive the following:
(i) a pro rata distribution of 20% of the Debtor's yearly net
profits for 3 years (the "Yearly Net Profit"); (ii) all net
proceeds from Debtor's Causes of Action; and (iii) a guaranteed
quarterly distribution in the amount of $10,000.00 for 3 years
following the Effective Date (the "Quarterly Distribution"). Class
15 is Impaired.
Class 16 consists of the Allowed General Unsecured Lien Claims. In
full satisfaction of the Class 16 Claims, Debtor shall pursue its
lien claims that exist against third parties on the Effective Date.
Class 16 Claimholders shall receive the proceeds of the Lien
Claims, after reasonable and necessary collection costs including
attorney' fees, within 14 days of receipt of such proceeds.
However, the Class 16 Claimants may only receive the Lien Claim
proceeds that directly pertain to a project or property upon which
the Class 16 Claimant has also asserted or could assert a Claim of
Lien.
Class 17 consists of all equitable interests in the Debtor. Class
17 Interest holders shall retain their equitable interest in the
Debtor as of the Petition Date. Class 17 is Unimpaired.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations. It is anticipated that the Debtor's continued
operations will be sufficient to make the Plan Payments.
A full-text copy of the Disclosure Statement dated June 13, 2022,
is available at https://bit.ly/39tjLh6 from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Justin Luna, Esq.
Latham, Luna, Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Tel: 407-481-5800
Fax: 407-481-5801
Email: jluna@lathamluna.com
About ACM Development
ACM Development, LLC, provides excavation services and is based in
Ocoee, Fla.
ACM Development filed a petition for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 22-00210) on Jan. 20, 2022, listing up to $10
million in assets and up to $50 million in liabilities. Eric R.
Mynhier, manager, signed the petition.
Judge Lori V. Vaughan oversees the case.
The Debtor tapped Latham, Luna, Eden & Beaudine, LLP and Duerr &
Cullen CPAs, P.A. as its legal counsel and accountant,
respectively.
AGILE THERAPEUTICS: All Four Proposals Passed at Annual Meeting
---------------------------------------------------------------
At the 2022 annual meeting of stockholders of Agile Therapeutics,
Inc., the stockholders of the Company:
(1) elected Sandra Carson, M.D. FACOG, Seth H.Z. Fischer, and
Josephine Torrente as directors to serve as Class II directors
until the Company's 2025 annual meeting of stockholders and until
their successors are duly elected and qualified;
(2) approved, on a non-binding advisory basis, the 2021
compensation of the Company's named executive officers;
(3) approved an amendment to Agile Therapeutics, Inc.'s Amended
and Restated 2014 Incentive Compensation Plan; and
(4) ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2022.
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.
AKOUSTIS TECHNOLOGIES: Issues $44M Convertible Notes Due 2027
-------------------------------------------------------------
Akoustis Technologies, Inc. issued $44 million aggregate principal
amount of its 6.0% Convertible Senior Notes due 2027 guaranteed by
its wholly-owned subsidiary, Akoustis, Inc., to certain "qualified
institutional buyers", as defined in Rule 144A under the Securities
Act of 1933, as amended.
The Notes were issued pursuant to an indenture, dated June 9, 2022,
among the Company, the Guarantor and The Bank of New York Mellon
Trust Company, N.A., as trustee. The Notes bear interest at a rate
of 6.0% per year until maturity on June 15, 2027. Interest on the
Notes accrues from the date of issuance or from the most recent
date to which interest has been paid and is payable semi-annually
in arrears on June 15 and December 15 of each year, beginning on
Dec. 15, 2022. At the Company's option, interest may be paid in
cash and/or freely tradable shares of the Company's common stock,
subject to certain limitations, valued at 95% of the volume
weighted average price of the common stock for the ten trading days
ending on and including the trading day immediately preceding the
interest payment date. The Company will settle conversions of the
Notes through delivery of shares of common stock of the Company in
accordance with the terms of the Indenture. The initial conversion
rate for the Notes is 212.3142 shares of common stock (subject to
adjustment as provided in the Indenture) per $1,000 principal
amount of the Notes, which is equal to an initial conversion price
of approximately $4.71 per share.
On or after Dec. 9, 2022, holders of the Notes may convert all or
any portion of their Notes, in multiples of $1,000 principal
amount, at their option at any time prior to the close of business
on the business day immediately preceding the Maturity Date. If
any Notes are converted prior to June 9, 2025, the Company will
make a payment to the holder of such Notes equal to the sum of the
remaining scheduled payments of interest that would have been made
on the Notes to be converted had such Notes remained outstanding
from the conversion date through and including the Interest
Make-Whole Date. The Company will have the option to pay such
Interest Make-Whole Payment in cash and/or common stock, subject to
certain limitations, valued at 95% of the volume weighted average
price of the common stock for the ten trading days ending on and
including the trading day immediately preceding the redemption
date.
The Company may redeem the Notes, in whole or in part, at any time
and from time to time on or after June 9, 2023 at a redemption
price equal to 100% of the principal amount plus accrued and unpaid
interest on such principal, if any, up to the redemption date. The
Notes will become subject to the Company's right to redeem as
follows: (i) on or after June 9, 2023, up to one-third of the
aggregate principal amount of the Notes initially issued; (ii) on
or after June 9, 2024, up to two-thirds of the aggregate principal
amount of the Notes initially issued; and (iii) on or after June 9,
2025, up to 100% of the aggregate principal amount of the Notes
initially issued; provided, that at any time the Company exercises
the redemption right, (1) the closing sale price per share of the
Company's common stock is greater than 150% of the then-effective
conversion price for each of 20 consecutive days of the 30
consecutive trading day period immediately preceding the Company's
redemption notice and (2) a registration statement registering the
resale of all shares of common stock into which the principal
amount of the Notes is convertible and all shares of common stock
issuable as interest or as Interest Make-Whole Payments upon
conversion or redemption of any Notes is effective and a current
prospectus related thereto remains available throughout the period
from the date the redemption notice is delivered to the holders to
and including the redemption date. If the Company redeems the
Notes prior to the Interest Make-Whole Date, the holder will also
receive an interest make-whole payment equal to the remaining
scheduled interest payments that would have been made on the notes
redeemed had such notes remained outstanding through the Interest
Make-Whole Date. The Company will have the option to pay such
Interest Make-Whole Payment in cash and/or common stock, subject to
certain limitations, valued at 95% of the volume weighted average
price of the common stock for the ten trading days ending on and
including the trading day immediately preceding the redemption
date.
If the Company undergoes a "qualifying fundamental change," as
defined in the Indenture, under certain circumstances holders who
convert their Notes in connection with such a qualifying
fundamental change will be entitled to receive, at each holder's
option either (i) a "qualifying fundamental change payment" with
respect to such converted Notes based on a make-whole table set
forth in the Indenture, or (ii) if greater, the amount of any
Interest Make-Whole Payment due in respect of the converted Notes.
Subject to certain limitations, qualifying fundamental change pay
ments will be made all in shares of common stock unless the Company
gives written notice to the Note holders that it intends to make
such payments either all or partially in cash. For purposes of
determining any cash payment to be made in respect of a qualifying
fundamental change payment, each share of common stock will be
valued at 95% of the "Stock Price" (as determined in accordance
with the Indenture).
Notwithstanding anything to the contrary in the Indenture, the
number of shares the Company may deliver in respect of the Note,
including upon conversion or as payment of interest, interest
make-whole payments and qualifying fundamental change payments,
will not exceed 19.99% of the Company's common stock outstanding on
the trading day immediately preceding the date of the purchase
agreement entered into with respect to the sale of the Securities,
unless the Company obtains the requisite stockholder approval
pursuant to the rules of the Nasdaq Capital Market.
The Indenture provides for customary events of default. In the
case of an event of default with respect to the Notes arising from
specified defaults relating to bankruptcy laws, all outstanding
Notes will become due and payable immediately without further
action or notice. If any other event of default with respect to
the Notes under the I ndenture occurs or is continuing, the Trustee
or holders of at least 25% in aggregate principal amount of the
then outstanding Notes may declare the principal amount of the
Notes to be immediately due and payable.
Registration Rights Agreement
In connection with the sale of the Notes, on June 9, 2022, the
Company entered into a registration rights agreement with the
purchasers of the Notes for the benefit of the holders of the
Notes, pursuant to which the Company will file a registration
statement within 90 days of the issuance of the Notes covering the
resale of the Securities and the shares of common stock issuable
pursuant to their terms, including upon conversion, as payment of
interest, or as part of any interest make-whole payment, and to use
its best efforts to cause the registration statement to be declared
effective within 180 days of the issuance of the Notes. If the
Registrable Securities are not registered for resale within that
time period, or if the Company fails to maintain the effectiveness
and availability of the registration statement (subject to certain
grace periods), the Company will pay additional interest on the
Notes at a rate per annum of 0.50% for the first 90 day period
following the occurrence of the relevant event and, thereafter, at
a rate per annum of 1.0% until such event is cured. Pursuant to
the Registration Rights Agreement, the Company has agreed to
maintain the registration of the Registrable Securities until the
earliest of the date that (i) all of the Registrable Securities
have been sold either pursuant to the registration statement or
Rule 144 or are no longer outstanding, or (ii) the Registrable
Securities may be sold without restriction by each holder pursuant
to Rule 144 in a single transaction and certain other conditions
have been satisfied.
About Akoustis Technologies
Headquartered in Huntersville, NC, Akoustis is focused on
developing, designing, and manufacturing innovative RF filter
products for the mobile wireless device industry, including for
products such as smartphones and tablets, cellular infrastructure
equipment, and WiFi premise equipment.
Akoustis reported a net loss of $44.16 million for the year ended
June 30, 2021, a net loss of $36.14 million for the year ended June
30, 2020, and a net loss of $29.25 million for the year ended June
30, 2019. As of March 31, 2022, the Company had $132.09 million in
total assets, $13.65 million in total liabilities, and $118.44
million in total equity.
APACHE CORP: Moody's Alters Outlook on 'Ba1' CFR to Positive
------------------------------------------------------------
Moody's Investors Service changed Apache Corporation's rating
outlook to positive from stable. Apache's Ba1 Corporate Family
Rating, Ba1-PD Probability of Default Rating and Ba1 senior
unsecured notes rating were affirmed. The company's Speculative
Grade Liquidity Rating (SGL) remains SGL-1.
"Apache's commitment to apply a substantial portion of its excess
cash flow from high oil and gas prices to ongoing debt reduction
supports the positive outlook," said Pete Speer, Moody's Senior
Vice President. "The substantial debt reduction achieved to date
and to come over the remainder of 2022 will greatly improve the
company's financial flexibility and resilience, while its increased
capital investment should enable Apache to return to sustainable
growth in production and reserves."
Affirmations:
Issuer: Apache Corporation
Corporate Family Rating, Affirmed Ba1
Probability of Default Rating, Affirmed Ba1-PD
Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4)
Outlook Actions:
Issuer: Apache Corporation
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
Apache is poised to reduce debt by around $2.6 billion in 2022,
bringing cumulative debt reduction since the end of 2020 to about
$3.9 billion, or 44%. Most of this debt reduction was facilitated
by tender offers for senior notes, the most recent completed in
March 2022. The company also reduced leverage through the Altus
Midstream merger transaction and deconsolidation of its debt and
preferred stock burden. The company already sold down some of its
equity ownership and Moody's expects Apache to sell its remaining
13% ownership in the renamed Kinetik Holdings Inc. (Kinetik
Holdings LP, Ba1 stable) after its lockup expires in the first
quarter of 2023, subject to market conditions. While the company's
shareholder return framework pledges 60% of free cash flow to be
returned to shareholders through a fixed dividend and share
repurchases, 40% of free cash flow can be directed towards debt
reduction.
Apache cutting its debt by almost half, substantial cost
reductions, amendments to its concessions in Egypt that improve
that asset's global competitiveness and its large position in the
Permian Basin of the United States all strengthen the company's
capacity to withstand negative credit impacts from carbon
transition risk. While the financial performance of Apache will
continue to be influenced by industry cycles, compared to
historical experience, Moody's expects future profitability and
cash flow in this sector to be less robust at the cycle peak and
worse at the cycle trough because global initiatives to limit
adverse impacts of climate change will constrain the use of
hydrocarbons and accelerate the shift to less environmentally
damaging energy sources. Apache's ongoing debt reduction combined
with improved operating performance and stronger returns on capital
could position the company to return to investment grade with a
more resilient financial profile and more durable property
portfolio to navigate the medium to long term risks from energy
transition.
Apache's Ba1 CFR reflects the benefits of its large asset base that
is diversified geographically, geologically and by hydrocarbon. Its
mix of unconventional and conventional reservoirs moderates its
capital intensity compared to its more shale focused peers.
Apache's property portfolio benefits from having producing assets
in Egypt and the North Sea that provide exposure to Brent oil
pricing and generates meaningful cash flow even in a low oil price
environment. This adds diversification to its large acreage
position in the Permian Basin. The company also benefits from a
continued claim on the prospective acreage position in Suriname
with many discoveries reported to date. The company's debt
reduction will close the gap in its leverage metrics compared to
similarly rated peers, which helps mitigate its large asset
retirement obligations in the North Sea and from legacy operations
in the US Gulf of Mexico that are much larger than its Baa3 rated
peers.
Apache's SGL-1 rating reflects its very good liquidity as
underpinned by committed revolving credit facilities that mature in
April 2027 and forecasted free cash flow generation. As of March
31, 2022, Apache had $144 million of cash. In April 2022, Apache's
parent company, APA Corporation (APA), replaced Apache's $4 billion
revolving credit facility due 2024 with two new five-year committed
senior unsecured credit facilities that are guaranteed by Apache.
One facility has $1.8 billion of committed borrowing capacity, with
$680 million of outstanding borrowings and $20 million of letters
of credit as of April 29, 2022. The other facility has GBP1.5
billion of committed borrowing capacity, with GBP748 million of
letters of credit outstanding as of April 29, 2022, posted for
asset retirement obligations in the UK North Sea. The company
should continue to generate substantial free cash flow for the
remainder of this year, repaying the revolver borrowings
outstanding and early redeeming $123 million of senior notes due
2023 by the end of 2022. The credit facilities have one financial
maintenance covenant for which APA has ample headroom for future
compliance.
Apache's senior unsecured notes are rated Ba1, the same as the CFR.
Apache guarantees APA's credit facilities, effectively rendering
the credit facilities and Apache's senior notes pari passu with
respect to the company's production and proved reserves. Both the
credit facilities and senior notes are unsecured with no subsidiary
guarantees beyond Apache's guarantee of the credit facilities.
Apache's guarantee will be canceled once its has less than $1
billion of senior notes outstanding, which the company expects to
achieve over time by migrating Apache's senior notes to APA
Corporation to conclude the legal restructuring it initiated in
early 2021 to move to a pure holding company structure more
consistent with its globally diversified peers.
The outlook is positive based on Apache's expected free cash flow
generation, debt reduction and increased capital investment to
restore modest growth in the company's production and proved
reserves.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
In order for a ratings upgrade to Baa3 to be considered, Apache has
to reduce debt as expected and return to modest production and
reserves growth at competitive returns. The company completing its
legal restructuring to simplify its capital structure would also be
supportive of an upgrade. A Leveraged Full-Cycle Ratio (LFCR)
sustained above 1.5x, Retained Cash Flow (RCF)/Debt above 40%, and
Debt/PD below $8/boe under Moody's medium term price assumptions
could support a ratings upgrade.
Apache's ratings could be downgraded if its investment returns and
financial leverage metrics deteriorate. An LFCR below 1x, RCF/Debt
below 20%, or Debt/PD above $12/boe could result in a ratings
downgrade.
Apache Corporation is a large independent exploration and
production company headquartered in Houston, Texas. It is a wholly
owned subsidiary of publicly traded APA Corporation. The company
operates in the Permian Basin in west Texas and southeastern New
Mexico, with acreage spanning the Midland, Delaware and Central
Basin Platform sub-basins. Core international operating areas are
in Egypt and the North Sea. An exploration and appraisal program is
underway in Suriname which is owned by another APA subsidiary, for
which Apache holds a claim on that asset through an intercompany
note.
The principal methodology used in these ratings was Independent
Exploration and Production published in August 2021.
AVAYA HOLDINGS: Moody's Assigns 'B3' CFR, Outlook Negative
----------------------------------------------------------
Moody's Investors Service assigned new ratings to Avaya Holdings
Corp. ("Avaya"), including a B3 Corporate Family Rating, B3-PD
Probability of Default Rating, and Speculative Grade Liquidity
(SGL) rating of SGL-2. Concurrently, Moody's downgraded Avaya
Inc.'s (a debt issuing subsidiary of Avaya) existing senior secured
debt instrument rating to B3 from B2 and assigned a new B3 debt
instrument rating to Avaya Inc.'s proposed $500 million first lien
term loan issuance. Avaya Inc.'s existing CFR and PDR will be
withdrawn following the assignment of a CFR and PDR to Avaya
Holdings Corp. The outlook for both Avaya Holding Corp. and Avaya
Inc. is negative.
Proceeds from the incremental first lien term loan will be placed
in escrow to prefund the unrated $350 million convertible notes
maturing June 2023 and for general corporate purposes.
Avaya's B3 CFR reflects the company's continued cash burn and
fragile credit profile resulting from migrating existing perpetual
license users to subscription licenses and cloud based solutions
(together referred to as "OneCloud"). The company's current annual
recurring revenue ("ARR") profile cannot support the capital
structure, with pro forma LTM fiscal Q2 2022 debt/CASH EBITDA
("CASH EBITDA" defined as Moody's adjusted EBITDA inclusive of the
change in contract assets) exceeding 11.5x. Moody's adjusted EBITDA
and debt include adjustments for both operating leases and pension
liabilities.
However, the company's pace of migrations has remained solid, and a
very large existing user base of enterprise clients provides fuel
for future ARR growth. Avaya reported ARR growth of roughly 120%
and 20% over Q2 2021 and Q1 2022 results, respectively, and
enterprise clients contributing >$1 million ARR account for more
than 60% of Q2 2022 $750 million ARR. Avaya bolstered its cash
reserves by roughly $200 million ($150 million from the proposed
$500 million term loan and approximately $50 million from unwinding
a favorable interest rate swap in Q2 2022) to bridge liquidity
until it reaches a critical mass of OneCloud ARR, expected by
fiscal year-end 2024. The proposed term loan is a key step to
managing the company's debt maturity profile, which supports near
term liquidity and long term ratings. Moody's projects the company
will maintain at least $150 million of cash on hand until it
reaches breakeven free-cash-flow (FCF) in H2 2023/H1 2024.
The negative outlook reflects Moody's belief that Avaya's very high
debt balance remains the core of credit risk and leaves little room
for operational missteps over the next 36 months. The company
operates in an intensely competitive industry and its ability to
achieve critical mass ARR is dependent on successfully raising
average revenue per user (ARPU) of converted users through
cross-selling and up-selling services over time. The incremental
debt burden from the proposed $500 million term loan and unwound
interest rate swap could hinder its ability to reinvest into
product development and could stunt the adoption rate for its
emerging CCaaS cloud solutions. Cloud solutions, which current
contribute only 20% of OneCloud ARR, are more supportive of
cross-selling relative to term license solutions, and Avaya will
need to improve its ARR mix of cloud users for its capital
structure to remain tenable. Moody's projects debt/CASH EBITDA and
FCF/debt will approach 7x and 2.5%, respectfully, over the next
12-18 months on the strength of ARR growth.
Assignments:
Issuer: Avaya Holdings Corp.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Speculative Grade Liquidity Rating, Assigned SGL-2
Assignments:
Issuer: Avaya Inc.
Gtd Senior Secured 1st Lien Term Loan B3, Assigned B3 (LGD3)
Downgrades:
Issuer: Avaya Inc.
Gtd Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3
(LGD3) from B2 (LGD3)
Gtd Senior Secured Regular Bond/Debenture, Downgraded to B3 (LGD3)
from B2 (LGD3)
Withdrawals:
Issuer: Avaya Inc.
Probability of Default Rating, Withdrawn, previously rated B2-PD
Corporate Family Rating, Withdrawn, previously rated B2
Outlook Actions:
Issuer: Avaya Inc.
Outlook, Changed To Negative From Stable
Outlook Actions:
Issuer: Avaya Holdings Corp.
Outlook, Assigned Negative
RATINGS RATIONALE
Avaya's B3 CFR reflects is very high financial leverage, sustained
cash burn, and the challenges of stabilizing historical performance
declines. Avaya has lost significant market share over the last
decade and the company's high debt burden could hinder its ability
to reinvest in UCaaS and CCaaS solutions to remain competitive over
the long term. FCF is projected to remain negative over the next 18
months and the company will rely on its pro forma cash balance of
around $470 million and its undrawn $200 million ABL revolver to
support operations.
Avaya benefits from its scale and leading positions in the unified
communications (UC) and contact center (CC) industries. The UC and
CC industries continue to evolve rapidly and although Avaya's
contact center business is expected to grow modestly but growth
will depend on the success of the company's cloud-based offerings.
The UC business is showing signs of stabilization largely as a
result of the need of customers to work remotely and could grow
moderately driven by the new multitenant cloud UC line (based on
Avaya's recent partnership with RingCentral). The company's
existing user base of roughly 100 million UC seats and 6 million CC
seats comprised of larger enterprise clients will support growth if
Avaya can successfully convert them to OneCloud solutions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
While unlikely in the near term, Avaya's ratings could be upgraded
if the company can sustain at least breakeven FCF or achieve ARR
approaching $1,700 million.
Avaya's ratings could be downgraded if the company's liquidity and
maturity profile deteriorates further, OneCloud ARR growth rates
decline below 10%, FCF/debt is not expected to approach -3% by FY
2023, or if debt/CASH EBITDA is sustained above 8x over the next
12-18 months.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS
Avaya's ESG Credit Impact Score is highly negative, reflecting its
high exposure to governance risks related to financial strategy and
high leverage. Exposure to social risks are considered to be
moderately high and could negatively pressure the ratings if they
are not properly mitigated against in a timely and consistent
manner. Avaya's exposure to environmental risks are low and not
expected to influence the credit ratings over time.
Avaya's environmental risk exposure is low over the long term.
Avaya generates the majority of its revenues through software
solutions and services, which has limited exposure to environmental
risks.
Avaya's exposure to social risks is moderately negative over the
longer term, including moderate risks arising from the dependence
on highly skilled technical and engineering talent characteristic
of the sector broadly. Additionally, Avaya's call center services
are ingrained within the client facing operations of its customers
operations and elevates the exposure to customer relationship
risks. Moody's views Avaya's exposure to demographic and societal
trends as moderately negative, citing the rapid change in the work
environment and heightened levels of competition and industry
consolidation as key potential risks over the longer terms.
Avaya's exposure to governance related risk is highly negative and
constrains Avaya's rating. Avaya has demonstrated a willingness to
augment shareholder returns through large, opportunistic share
buybacks and has a high tolerance for operating with elevated
levels of debt outstanding. Tenure in key management positions is
somewhat short, due in part to leadership restructuring following a
chapter 11 filing in 2017, but public guidance has been reliable
thus far. Avaya has guided towards undertaking a more conservative
financial policy since reemergence and has voluntarily repaid $350
million of debt to accelerate deleveraging efforts. Avaya has
proper mitigants in place to offset governance risk related to
compliance and reporting, organizational structure, and board
structure and policies.
Avaya Inc. provides software products and solutions to improve and
simplify communication and collaboration between internal
stakeholders through the Unified Communications and Collaboration
segment (UC) and/or with external customers through the Contact
Center segment (CC). Only 11% of current revenue is derived from
hardware. Additionally, Avaya provides ancillary services ranging
from initial planning and design, to implementation and
integration, to ongoing managed operations, optimization, training
and support. The company generated GAAP revenues of roughly $2.9
billion for the last twelve months ending March 31, 2022.
The principal methodology used in these ratings was Diversified
Technology published in February 2022.
B&G FOODS: Moody's Cuts CFR to B2, Outlook Stable
-------------------------------------------------
Moody's Investors Service downgraded the ratings of B&G Foods, Inc.
including the company's Corporate Family Rating to B2 from B1,
Probability of Default Rating to B2-PD from B1-PD, and the existing
senior unsecured notes ratings to B3 from B2. Moody's affirmed the
Ba2 ratings on the senior secured first lien revolving credit
facility and the senior secured first lien term loan. Moody's also
downgraded the Speculative Grade Liquidity Rating to SGL-3 from
SGL-1. The rating outlook is stable.
The rating downgrades reflect Moody's expectation for debt/EBITDA
(on Moody's adjusted basis) to remain above 6.0x through 2023 given
increased inflationary pressure driven in part by the
Russia-Ukraine military conflict, which has led to significant
price increases on food inputs, energy, and other commodities.
Supply chain disruptions are also negatively impacting fill rates
and volumes. B&G has increased prices across its portfolio, but
these pricing benefits lag the increase in costs resulting in a
drag on margins. There is also risk that rising costs for consumers
will negatively affect volume and contribute to consumers trading
down to lower-priced items such as private label. The downgrade
also reflects that B&G's sizable dividend is contributing to
negative free cash flow amid lower EBITDA and higher working
capital needs and making it difficult for B&G to deleverage.
Moody's projects debt/EBITDA of 6.3x at the end of 2023, slightly
lower than 6.6x in the LTM period ended April 2, 2022, driven by
EBITDA growth and debt repayment funded from equity issuance and
positive 2023 free cash flow.
The affirmation of the Ba2 ratings on the senior secured first lien
revolving credit facility and the senior secured first lien term
loan reflects good collateral coverage and the significant amount
of unsecured debt in the capital structure that is effectively
subordinate to B&G's secured debt.
The downgrade to SGL-3 from SGL-1 reflects diminishing projected
headroom within the financial maintenance covenants and projected
negative free cash flow (net of dividends) over the next 12 months
that is also contributing to higher revolver utilization.
Ratings Downgraded:
Issuer: B&G Foods, Inc.
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-1
Senior Unsecured Notes, Downgraded to B3 (LGD5) from B2 (LGD5)
Ratings Affirmed:
Issuer: B&G Foods, Inc.
Senior Secured 1st Lien Term Loan, Affirmed Ba2 (LGD2)
Senior Secured 1st Lien Revolving Credit Facility, Affirmed Ba2
(LGD2)
Outlook Actions:
Issuer: B&G Foods, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The B2 Corporate Family Rating reflects B&G's high financial
leverage and relatively aggressive financial policies, highlighted
by large dividend payments and the periodic use of debt to fund
potentially large acquisitions. The rating also reflects B&G's
small but improving scale relative to more highly rated industry
peers, its acquisitive growth strategy, and earnings vulnerability
to higher commodity, energy, freight and labor costs. B&G's
willingness to pay a significant dividend (aggregate dividends over
the last four fiscal year years has been greater than 100% of its
cash from operations less capital expenditures, partially because
of significant increases in working capital) limits the company's
ability to reduce debt and leverage with internal cash flow
generation. B&G's credit profile benefits from relatively high
margins, a broad food product portfolio with low cyclical demand
volatility, and a largely successful track record of integrating
acquisitions.
B&G's SGL-3 speculative grade liquidity rating reflects Moody's
expectation that the company will maintain adequate liquidity over
the next twelve months. For the LTM period ended April 2, 2022,
free cash flow was negative $71 million, which includes $125
million of dividends and the significant impact from an inventory
build, and rising inventory costs. Moody's projects free cash flow
(net of dividends) of negative $20 million in 2022, which will
likely be funded with equity issuance or a draw on the revolver.
Moody's projects free cash flow to improve to approximately $50
million in 2023, driven by EBITDA and working capital improvement.
The company's liquidity is supported by an $800 million revolving
credit facility ($618 million of unused commitment as of April 2,
2022) that doesn't mature until December 2025 and $41 million in
balance sheet cash as of April 2, 2022. Low covenant headroom
negatively limits revolver availability to roughly $150-200
million. While there are no financial maintenance covenants under
the term loan, the revolving credit facility has financial
maintenance covenants, including a maximum consolidated net
leverage ratio test (net debt-to-EBITDA as defined by the lenders)
of 7.0x. The revolving credit facility also contains a covenant
requiring the consolidated interest coverage ratio
(EBITDA-to-interest) to remain above 1.75x throughout the life of
the agreement. Headroom under the net leverage covenant was
approximately 0.5x (per the credit agreement defined calculation)
at the end of the first quarter, and Moody's projects headroom to
remain limited for at least the next two quarters given a seasonal
working capital build until the fourth quarter. B&G has no
near-term maturities until the $900 million senior notes mature in
April 2025. The company also benefits from no mandatory term loan
amortization. Also, Moody's believes the company could sell a brand
in the future as an alternate source of liquidity if necessary.
B&G's credit exposure to environmental risks is moderately negative
(E-3). This reflects B&G's moderately negative exposure to natural
capital risks as the company relies on many agricultural inputs
(including corn, peas, broccoli, oils, and others) which could be
affected by climate change. It also reflects B&G's moderately
negative exposure to waste and pollution risks as the company
creates waste in food manufacturing, packaging, and disposal.
Regulations and consumer preferences are likely to evolve to reduce
packaging or improve recyclability or biodegradability of
packaging, which could increase the cost of compliance in the
future.
B&G's credit exposure to social risks is moderately negative (S-3).
Customer relations and responsible production risks are moderately
negative and include B&G's exposure to potential litigation related
to product labeling, marketing, food recalls, and contamination.
B&G's brand concentration in Green Giant also exposes the company
to brand perception risk related to these issues. B&G is also
moderately negatively exposed to demographic and societal trends as
its portfolio is primarily made up of center of the store
categories that have historically generated weak organic growth as
consumers have increasingly shifted to fresh products and private
label. The lower organic growth profile has driven B&G to invest in
innovation and pursue an acquisitive strategy to drive revenue
growth. Moderately negative health & safety risks reflect B&G's
exposure as a food manufacturer.
B&G's credit exposure to governance risks is highly negative (G-4).
This score reflects B&G's high tolerance for risk, as the company
maintains high leverage, pursues aggressively debt financed M&A,
and pays a high dividend.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation of a gradual EBITDA
recovery over the next 12 to 18 months as pricing catches up to
costs, assuming supply chain and inflationary pressures normalize.
Moody's projects that debt-to-EBITDA will decrease to 6.3x by the
end of 2023 from 6.6x as of April 2, 2022, driven by EBITDA growth
and debt repayment funded from equity issuance and positive 2023
free cash flow.
A rating upgrade could occur if B&G is able to improve operating
performance, including higher margins and improved liquidity,
highlighted by positive free cash flow generation and increased
covenant headroom. B&G would also need to sustain debt/EBITDA below
6.0x and retained cash flow-to-net debt above 5% to be upgraded.
A rating downgrade could occur if operating performance weakens,
liquidity deteriorates, or the financial policy becomes more
aggressive. Quantitatively, a downgrade could occur if debt/EBITDA
is sustained above 7.0x.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
B&G Foods, Inc. ("B&G", NYSE: BGS) based in Parsippany, New Jersey,
is a publicly traded manufacturer and distributor of a diverse
portfolio of largely branded, shelf-stable food products, many of
which have leading regional or national market shares in niche
categories. The company also has a significant presence in frozen
food following the 2015 acquisition of Green Giant and maintains a
small presence in household products. B&G's brands include Green
Giant, Le Sueur, Crisco, Ortega, Clabber Girl, Maple Grove Farms of
Vermont, Cream of Wheat, Dash, Victoria, Back to Nature, B&G, among
others. B&G sells to a diversified customer base including grocery
stores, mass merchants, warehouse clubs, dollar stores, drug
stores, the military and other foodservice outlets. B&G generated
net sales for the twelve months ended April 2, 2022 of
approximately $2.1 billion.
BEACON SCIENTIFIC: Files Chapter 11 Subchapter V Case
-----------------------------------------------------
Beacon Scientific, LLC filed for chapter 11 protection in the
District of Maryland. The Debtor filed as a small business debtor
seeking relief under Subchapter V of Chapter 11 of the Bankruptcy
Code.
The Debtor's formal schedules of assets and liabilities and
statement of financial affairs are due June 27, 2022.
According to court documents, Beacon Scientific LLC estimates
between 1 and 49 unsecured creditors. The petition states funds
will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
July 20, 2022 at 2:00 PM virtually, by ZoomGov or conference call.
Proofs of claims are due by Aug. 22, 2022.
On June 15, 2022, the Court entered an order directing the Debtor
to show cause in writing, if there be any, within 14 days, why this
Chapter 11 case should not be dismissed or converted to a case
under Chapter 7 (whichever is in the best interests of creditors)
pursuant to 11 U.S.C. Sec. 1112(b)(4)(F). Section 1116(1) of the
Bankruptcy Code requires that the debtor shall file with the
petition the debtor's most recent statement of operations and cash
flow statement or a statement under penalty of perjury that the
required documents have not been prepared. The debtor has not
filed all of the required documents, nor the affidavit.
About Beacon Scientific
Beacon Scientific, LLC -- https://www.beacon-scientific.com -- is
an engineering consulting firm serving clients in the insurance and
legal industries (among others) and performing failure analysis,
accident reconstruction (industrial and motor vehicle) and other
engineering consulting services. The company houses a
multi-disciplinary team of engineering experts that are experienced
in failure analysis, systems evaluation, and ultimately serving as
expert witnesses in litigation matters.
Beacon Scientific, LLC, filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ma.
Case No. 22-13209) on June 13, 2022. In the petition filed by
George M. Saunders, Jr, as member, the Debtor reports estimated
assets up to $50,000 and estimated liabilities between $100,000 and
#500,000.
Steven L. Goldberg, of McNamee Hosea, P.A., is the Debtor's
counsel.
Stephen Metz has been appointed as Subchapter V trustee.
BERLIN PACKAGING: Moody's Rates $150MM First Lien Term Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Berlin Packaging
LLC's (Berlin) $150 million first lien tranche B-6 term loan
facility, and to the company's $125 million delayed-draw first lien
tranche B-6 term loan facility, both maturing in March 2028. In
addition, Moody's affirmed all of Berlin's other ratings, including
the company's B3 Corporate Family Rating. The outlook is stable.
The proceeds from the $150 million term loan will be used to repay
borrowing under the revolving credit facility expiring in 2026, pay
transaction-related fees and expenses, and to fund cash to the
balance sheet, which will be used for general corporate purposes,
including funding tuck-in acquisitions in the company's pipeline.
Meanwhile the $125 million delayed-draw first lien tranche B-6
term loan facility, and the existing $200 million delayed-draw
second lien term loan, and cash from balance sheet, will be used to
fund tuck-in acquisitions in the company's pipeline, and pay for
transaction fees as well as related expenses. Pro forma for the
refinancing and the pending acquisitions, Moody's projects Berlin's
debt-to-EBITDA (inclusive of Moody's adjustments) will be 7.2x at
year-end 2022. The terms and conditions of the $150 million term
loan facility and the $125 million delayed-draw term loan are
similar to the existing term loans.
"While we expect Berlin to remain focused on execution and to
generate free cash flow, the increase in leverage will limit the
company's financial and strategic flexibility," said Emile El Nems,
VP – Senior Credit Officer at Moody's. "Going forward, we
expect this management team to remain acquisitive by pursuing
additional tuck-in acquisitions and maintain leverage at very high
levels limiting the company's rating flexibility should unforeseen
events negatively impact the company's operating performance."
The following rating actions were taken:
Assignments:
Issuer: Berlin Packaging LLC
Senior Secured 1st Lien Term Loan B6, Assigned B2 (LGD3)
Senior Secured 1st Lien Delayed Draw Term Loan B6, Assigned B2
(LGD3)
Affirmations:
Issuer: Berlin Packaging LLC
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: Berlin Packaging LLC
Outlook, Remains Stable
RATINGS RATIONALE
Berlin's B3 CFR is constrained by the company's high leverage and
aggressive financial policies, including debt financed acquisitions
and dividend distributions. At the same time, the rating reflects
the company's geographic diversity, broad customer base, and stable
end markets, which include food, beverage and health care. In
addition, the credit rating is supported by the company's low
capital spending requirements, free cash flow and good liquidity.
Moody's expects Berlin to maintain good liquidity over the next
12-18 months. Pro forma for the refinancing and tuck-in
acquisitions, Berlin's liquidity position is supported by around
$80 million of cash, a $125 million revolving credit facility,
which Moody's expects to remain undrawn, and Moody's expectation
that the company will generate more than $80 million in free cash
flow in 2022. The revolving credit facility, which expires in
August 2026, is governed by a springing first lien net leverage
ratio of 8.5x that triggers if borrowings exceed 35.0% of the total
revolver amount.
The stable outlook reflects Moody's expectations that the
management team of Berlin will successfully integrate the recently
completed and pending acquisitions, grow revenue organically,
maintain stable profitability, and generate free cash flow that can
be used to reduce leverage.
The add-on term loan contains covenant flexibility including an
ability to incur incremental indebtedness up to 100% of EBITDA
thereafter (less any amounts previously incurred under the 1st lien
or 2nd lien incremental starter baskets), plus for pari passu 1st
lien secured debt in additional amounts so long as pro forma 1st
lien net leverage does not exceed 5.50x; and for junior secured
debt additional amounts up to 7.25x secured net leverage ratio.
In addition, designations of unrestricted subsidiaries and transfer
of assets to unrestricted subsidiaries are permitted, subject to
carve-outs. Certain provisions limit designation of unrestricted
subsidiaries, but there are no "blocker" provisions preventing the
transfer of assets to such subsidiaries once designated. Only
wholly-owned subsidiaries are required to be subsidiary guarantors;
partial dividends of ownership interest could jeopardize
guarantees, subject to limitations on the release of the guarantee
of a guarantor that ceases to be wholly-owned, unless no event of
default exists and the borrower is deemed to have made an
investment in such subsidiary and such investment is otherwise
permitted under the investment covenant. There are no step-downs to
the asset sale prepayment requirement, subject to reinvestment
rights.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be downgraded if adjusted debt-to-EBITDA is above
6.5x; EBITDA-to-interest expense is below 2.0x; or free cash
flow-to-debt is below 1.0%.
The rating could be upgraded if adjusted debt-to-EBITDA is below
5.5x; EBITDA-to-interest expense exceeds 3.0x; and free cash
flow-to-debt is over 4.5%.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
Based in Chicago, Illinois, Berlin is a distributor of rigid
packaging primarily for food, beverage, household, personal care,
and health care end markets. Berlin's largest shareholders are Oak
Hill Capital Partners and affiliates, with a significant minority
interest by the Canada Pension Plan Investment Board.
BIONIK LABORATORIES: Incurs $10.4M Net Loss in FY Ended March 31
----------------------------------------------------------------
Bionik Laboratories Corp. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss and
comprehensive loss of $10.41 million on $1.27 million of net
revenues for the year ended March 31, 2022, compared to a net loss
and comprehensive loss of $13.62 million on $1.19 million of net
revenues for the year ended March 31, 2021.
Rich Russo, chief financial officer and interim chief executive
officer, commented, "Revenues increased 7% to $1.3 million for the
fiscal year, despite the impact of the Covid-19 pandemic on our
business. During the year we shipped nine units and grew our sales
pipeline to its highest levels. We also made significant
investments in our marketing and branding initiatives as well as
continued to advance our data strategy with advancements in our
machine learning and predictability modeling. In the fourth
quarter we continued to focus on growing our sales pipeline and
containing costs, as we work to convert our pipeline to revenue."
As of March 31, 2022, the Company had $4.68 million in total
assets, $1.75 million in total liabilities, and $2.93 million in
total stockholders' equity.
Toronto, Canada-based MNP LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 9,
2022, citing that the Company has experienced losses and has a
working capital deficiency and an accumulated deficit. These
conditions, along with other matters, raise substantial doubt about
Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1508381/000141057822001865/bnkl-20220331x10k.htm
About BIONIK Laboratories
BIONIK Laboratories -- http://www.BIONIKlabs.com-- is a robotics
company focused on providing rehabilitation and mobility solutions
to individuals with neurological and mobility challenges from
hospital to home. The Company has a portfolio of products focused
on upper and lower extremity rehabilitation for stroke and other
mobility-impaired patients, including three products on the market
and three products in varying stages of development.
CAREPATH HEALTHCARE: Files for Chapter 11 Protection
----------------------------------------------------
Carepath Healthcare System, LLP, filed for chapter 11 protection in
the Northern District of Texas, without stating a reason.
The Debtor disclosed $2.028 million in assets against $2.701
million in liabilities in its schedules. The Debtor's property at
142 North Weldon Street, Frankston, TX, is valued at $1.2 million
and 7440 Mansfield Cardinal Road, in Arlington, TX, is valued at
$697,000.
Daniel Ezeukwu and George Nwora each holds a 50% stake in the
Debtor.
According to court documents, Carepath Healthcare System estimates
between 1 and 49 unsecured creditors. The petition states funds
will be available to unsecured creditors.
The Debtor's Chapter 11 Plan and Disclosure Statement are due by
Oct. 11, 2022.
About Carepath Healthcare
Carepath Healthcare System, LLP, is a care agency that caters to
the total wellness and comfort of our clients in the safety and
privacy of home.
Carepath Healthcare System sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-41333) on
June 10, 2022. Eric A. Liepins, of Eric A. Liepins, P.C., is the
Debtor's counsel.
CARVANA CO: FMR LLC, Abigail Johnson Hold 2.8% of Class A Shares
----------------------------------------------------------------
FMR LLC and Abigail P. Johnson disclosed in a Schedule 13G/A filed
with the Securities and Exchange Commission that as of May 31,
2022, they beneficially own 2,959,125 shares of Class A common
stock of Carvana Co., representing 2.798% of the Shares
outstanding.
Abigail P. Johnson is a director, the chairman and the chief
executive officer of FMR LLC.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1690820/000031506622001617/filing.txt
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars. The Company is transforming the used car buying
and selling experience by giving consumers what they want -- a wide
selection, great value and quality, transparent pricing, and a
simple, no pressure transaction.
Carvana Co. reported a net loss of $287 million in 2021, a net loss
of $462 million in 2020, a net loss of $365 million in 2019, a net
loss of $254.74 million in 2018, and a net loss of $164.32 million
in 2017. As of March 31, 2022, the Company had $7.59 billion in
total assets, $7.53 billion in total liabilities, and $52 million
in total stockholders' equity.
* * *
As reported by the TCR on April 27, 2022, S&P Global Ratings
affirmed its 'CCC+' issuer credit rating on Carvana Co. S&P said,
"The affirmation and positive outlook reflect our expectation that
the company's margins will slowly recover from issues in early 2022
and that the acquisition will support Carvana's growth strategy to
leverage an enhanced physical footprint, though it will delay its
path to positive free operating cash flow (FOCF)."
In April 2022, Moody's Investors Service downgraded Carvana Co.'s,
corporate family rating to Caa1 from B3. Moody's said the
downgrade reflects Carvana's very weak credit metrics, persistent
lack of profitability and negative free cash flow generation which
Moody's expect to continue as the company embarks on building out,
adequately staffing and ramping up acquired sites and existing
locations to where they are cash flow positive on a sustained
basis. The downgrade also reflects governance considerations
particularly Carvana's financial policies which support its
external floor plan facilities going current despite the
expectation for significant negative free cash flow as well as its
decision to finance the ADESA acquisition partially with debt
despite its very high leverage.
CDK GLOBAL: Moody's Rates New $750MM First Lien Notes 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to CDK Global,
Inc.'s (new) (CDK) proposed $750 million senior secured first lien
notes. CDK's existing ratings are unchanged, including the B2
corporate family rating, B2-PD probability of default rating, the
B1 rating on the company's first lien loan and revolving credit
facility and the Caa1 rating on the company's senior secured second
lien term loan, delayed draw term loan, and unsecured note
obligations. The outlook is stable.
Proceeds from the proposed senior secured first lien notes together
with first and second lien term loans and over $3.4 billion of new
sponsor equity will fund the acquisition of CDK by Brookfield
Business Partners.
The B1 rating assigned to CDK's senior secured first lien notes are
reflective of their senior position in the company's capital
structure. The notes are expected to rank equally with the
company's proposed bank credit facilities. The senior secured first
lien debt is secured by first priority liens on substantially all
of the assets and property of CDK and subsidiary guarantors,
including all of the equity interests in the company. The first
lien obligations are rated one notch above the company's B2 CFR as
they benefit from the loss absorption provided by the junior debt
in the capital structure in a bankruptcy scenario.
Assignments:
Issuer: CDK Global, Inc. (new)
Senior Secured 1st Lien Regular Bond/Debenture, Assigned B1
(LGD3)
RATINGS RATIONALE
The rating reflect CDK's very high leverage. Pro forma debt-to-LTM
EBITDA at March 31, 2022 is 7.7 times assuming half of the
company's expected synergies are realized (6.9 times if all
expected synergies are realized). However, Moody's expects
debt-to-EBITDA to improve to around 6.0 times over the next 12-18
months driven by both EBITDA growth and debt repayment. Moody's
also expects CDK to remain acquisitive in search of future
value-added layered application offerings for its flagship CDK
Drive Dealer Management System ("DMS").
CDK's ratings also reflect the company's solid market position as a
provider of subscription-based technology and services to
automotive retail dealers via its DMS and complementary layered
software applications. Although concentrated in the mature North
American auto dealership market, CDK's revenue base is broad,
representing more than 15,000 dealer locations. Moody's expects
CDK's revenue growth will be supported by annual price escalators
contained in subscription-based multi-year DMS contracts as well as
increased sales of layered applications. Moody's also expects CDK's
EBITDA margin to expand from various initiatives implemented by new
ownership following several years of increased investment in the
business that suppressed profitability but benefitted CDK
operationally.
Moody's also expects CDK's EBITDA margin to expand from various
initiatives implemented by new ownership following several years of
increased investment in the business that suppressed profitability
but benefitted CDK operationally.
Moody's expects CDK to have good liquidity, supported by over $125
million of free cash flow in FY2023 (June 30 fiscal year end) and
access to a new $650 million 5-year revolving credit facility that
will be undrawn at the close of the transaction.
The stable outlook reflects Moody's expectation that CDK's
profitability will grow, which together with debt repayment, will
reduce debt-to-EBITDA below 7 times by the end of FY2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if CDK continues to grow its size and
scale, is able to sustain debt-to-EBITDA below 5.5 times and
EBITA-to-interest above 3.0 times. CDK would also be expected to
maintain good liquidity for an upgrade.
The ratings could be downgraded if there is a decline in CDK's
dealership subscriber base, debt-to-EBITDA increases from pro-forma
levels, EBITA-to-interest falls below 1.5 times, or if the company
makes a large debt funded acquisition and/or dividend. In addition,
if liquidity weakens the ratings could be downgraded.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
CDK Global, Inc., (CDK) headquartered in Hoffman Estates, IL, is a
leading provider of integrated data and technology solutions to the
automotive, heavy truck, recreation and heavy equipment industries.
The company provides software solutions to original equipment
manufacturers and over 5,600 customers representing more than
15,000 dealer locations in North America. CDK's flagship dealer
management system software solutions provides enterprise resource
planning tools that help facilitate the sale of new and used
vehicles, consumer financing, repair and maintenance services, and
vehicle and parts inventory management.
COMMSCOPE HOLDING: Moody's Cuts CFR to B2, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded CommScope Holding Company,
Inc.'s Corporate Family Rating to B2 from B1; the company's
(including its subsidiaries) first lien debt to B1 from Ba3 and its
unsecured debt to Caa1 from B3. The downgrade was driven by
likelihood that leverage will not return to B1 levels in the next
18-24 months. While demand drivers remain favorable in most of
CommScope's underlying end markets, continuing supply chain
challenges and inflationary pressures are delaying improvements in
EBITDA and cash flow beyond Moody's rating horizon. The outlook is
negative.
RATINGS RATIONALE
CommScope's B2 CFR reflects the high financial leverage stemming
from the 2019 ARRIS acquisition and volatile end market spending
patterns balanced by the combined companies' scale and leading
market positions supplying numerous telecom, broadband and
enterprise connectivity markets. Debt to EBITDA is around 10x based
March 2022 results. While the profile also considers management's
commitment to repay debt and the company's cash generating
potential, near term supply chain and cost pressures are delaying
deleveraging plans. Leverage has the potential to improve towards
7x over the next two years driven by moderate organic growth,
margin improvement and debt repayment. CommScope is planning to
divest its declining, low margin set-top box business and Moody's
expect the remaining company to have moderate organic growth over
the next several years as 5G spending ramps up, broadband providers
expand capacity and update their networks and enterprises and
data center providers upgrade and expand their infrastructure.
Performance can vary significantly however in any given period
given the volatile spending patterns of the company's large cable
and telco customers and evolving Pay-TV architectures. Although
CommScope is one of the largest suppliers of wireless telco and
cable industry equipment and connectivity solutions, it is small
relative to the size of their main customers with limited
negotiating leverage.
The negative outlook reflects the uncertainty around the timing of
resolution of supply chain challenges, cost pressures and the
resulting ability to drive leverage towards 7x. CommScope's cost
cutting plans and expected price increases has the potential to
offset some of the pressures in late 2022 and 2023 if the macro
environment does not deteriorate.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the negative outlook and high leverage today, an upgrade of
CommScope's ratings in the near term is unlikely. However, an
upgrade could occur if the company can sustain core revenue, EBITDA
and cash flow growth, leverage is on track to decline to 6x and
liquidity remains solid. The ratings could be downgraded if end
market outlooks deteriorate, performance weakens, leverage is not
on track to improve towards 7x or liquidity deteriorates
materially.
CommScope's ESG Credit Impact score of CIS-4 is highly negative
driven primarily by high financial risk as a result of the 2019
debt financed Arris acquisition and subsequent challenges across
many of Arris's sectors. CommScope also faces moderate
environmental and social risks as a large manufacturer and employer
with a complex supply chain.
CommScope's SGL-2 Speculative Grade Liquidity rating reflects good
liquidity based on $315 million of cash on hand and a $1 billion
ABL revolver (undrawn and $716 million available) as of March 31,
2022. Moody's expect the company to generate over $200 million of
free cash flow over the next year, a portion of which Moody's
expect will be used to pay down debt.
The following ratings were affected:
Downgrades:
Issuer: CommScope Holding Company, Inc.
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Issuer: CommScope Technologies LLC
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD5)
from B3 (LGD5)
Issuer: CommScope, Inc.
Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3) from
Ba3 (LGD3)
Senior Secured Regular Bond/Debenture, Downgraded to B1 (LGD3)
from Ba3 (LGD3)
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD5)
from B3 (LGD5)
Outlook Actions:
Issuer: CommScope Holding Company, Inc.
Outlook, Remains Negative
Issuer: CommScope Technologies LLC
Outlook, Changed To Negative From No Outlook
Issuer: CommScope, Inc.
Outlook, Changed To Negative From No Outlook
CommScope Holding Company, Inc. is the holding company for
CommScope Inc., a supplier of connectivity and infrastructure
solutions for the wireless industry, telecom service and cable
service providers as well as the enterprise market. Revenue was
approximately $8.7 billion for the twelve months ended March 31,
2022. CommScope is headquartered in Hickory, NC.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
COTY INC: S&P Raises ICR to 'B+' on Improved Credit Metrics
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on beauty
company Coty Inc. to 'B+' from 'B'. S&P also raised the issue-level
ratings on the company's senior secured debt to 'BB-' from 'B+' and
on its senior unsecured debt to 'B+' from 'B'. The recovery ratings
on the senior secured debt and the senior unsecured debt are '2'
and '3', respectively.
The positive outlook reflects that S&P could raise the rating over
the coming quarters if the company achieves mid-single-digit
revenue growth while maintaining its operating margins,
demonstrating consistent operating performance.
Credit metrics have improved with debt reduction, and we expect
leverage to remain below 5x in fiscal 2022 as the company makes
progress toward its 2x-3.5x financial policy targets. Leverage for
12 months ended March 2022 fell to 4.7x after peaking in the
double-digits during the pandemic. S&P said, "We forecast leverage
to stay in the mid-4x range through the end of fiscal 2023 driven
by debt repayment of about $400 million and supported by its
financial policy. We expect Coty's management team to continue
prioritizing debt reduction, with all potential excess cash
proceeds from several real estate divestitures and applying
distributions from its Wella stake to debt repayment, thus bringing
leverage below 5x. The conversion of KKR's former convertible
preferred shares into common equity has also reduced leverage, as
we included the preferred balance in our debt calculation." The
company has reiterated its target to reduce leverage below 3.5x
(based on management's calculations, and approximately 4x S&P
adjusted leverage depending on our adjustments) by the end of 2024
and its commitment to suspend shareholder distributions until it
hits its targets.
Coty has addressed its former 2023 maturity wall, improving its
overall liquidity position. In 2021 and 2022 Coty successfully
tapped the capital markets to extend the 2023 maturities of about
$3.2 billion of long-term debt and extend the maturity of its
revolving credit facility. The 4% euro note due 2023 was repaid in
April 2022, utilizing cash on the balance sheet. The revolver was
reduced to $2 billion from $2.75 billion and its maturity was
extended to 2025. The company's next maturities are about $1.5
billion of term loans and notes maturing in 2025 and $2.4 billion
of notes maturing in 2026. The company has about $148 million cash
on the balance sheet (after the euro note repayment), which S&P
forecasts will increase to $300 million at year end as it generates
free operating cash flow in the fourth quarter.
Coty's growth in prestige cosmetics is fueling expansion and higher
gross margins. Coty has continued to deliver on its strategic
initiatives, with brand repositioning, reduced low-margin sales,
increased portfolio premiumization, product innovations across both
of its segments, and developments in digital. Coty's prestige
segment has grown significantly over the past few quarters, driven
by fragrance sales in Gucci Beauty, Chloe, Burberry, and Hugo Boss,
as well as cosmetics sales in Gucci Beauty, Burberry, and Kylie
Cosmetics. Total segment revenues for the third quarter ended March
31, 2022, grew 21% compared to the previous year. The company
launched numerous product innovations in fragrances over the past
few quarters including Gucci Flora Gorgeous Gardenia, Burberry
Hero, Burberry Her EDT, and Hugo Boss The Scent Le Parfum.
Additionally, on June 21, 2022, Coty, in partnership with Kim
Kardashian, will launch SKKN BY KIM, a skincare collection offering
cleansers, toners, exfoliators, and other facial creams.
Coty's Consumer Beauty Segment also has performed well over the
past few quarters, with third-quarter revenues up 8% over the
previous year, driven by demand in color cosmetics as consumers
returned to social gatherings and to the office and restarted using
mass fragrances and body care. In Europe, Rimmel, driven by its
Kind & Free Cosmetics line, and Max Factor, driven by its cosmetics
line, have both gained market share in the EMEA markets, especially
via e-commerce. In the U.S., Sally Hansen, and Covergirl both
recorded share gains for the quarter, despite challenging supply
chain constraints with Covergirl's Lash Blast mascara. The company
has continued to navigate the challenging inflationary environment,
expanding gross margin in the third quarter of fiscal 2022 through
cost savings initiatives and strategic marketing investments
helping to fuel revenue and sell-out growth.
The company's recent strategic and operational initiatives should
support sustained above-pre-pandemic profitability over the medium
term. S&P said, "Given increased EBITDA margins due to its improved
product mix and cost optimization initiatives, as well as our
expectation of cash inflows through better working capital
management, we expect Coty to generate annual free cash flow of
$450 million-$500 million in fiscal 2022 and fiscal 2023. Our
expectation for higher EBITDA is partly due to strong revenue
growth and lower restructuring spend." Coty generated EBITDA
margins of 21.6% in the third quarter of fiscal 2022, compared with
negative 0.1% and 10.3% for the same period in 2021 and 2020,
respectively, which were hampered by the pandemic onset and a pause
in consumer spending on cosmetics.
The company has successfully navigated through the inflation and
supply chain headwinds that have plagued the industry. Most of the
company's freight is under contract over the next 12 months and
doesn't depend on spot-based pricing. The company had secured these
contracts in advance, which shielded it from significant freight
headwinds. In addition, most of the company's inventory is
manufactured locally within its various global markets, making
transportation and logistics simpler. S&P said, "We do expect
sustained inflationary pressures and supply chain bottlenecks to
partially offset profitability gains through the remainder of the
year. In addition, Coty announced it would continue to increase its
marketing spend and reinvest proceeds from efficiency gains into
its key strategic initiatives. However, we expect cost base
optimization and other initiatives to boost EBITDA margins 50 basis
points relative to fiscal 2019 over the medium term."
The positive outlook reflects that S&P could raise the rating over
the coming quarters.
S&P could raise its rating on Coty if it believes the company will
sustain leverage below 4.5x along with:
-- Organic growth and a track record of retaining its market
shares and improved cost structure;
-- Executing its strategy of utilizing all excess cash proceeds,
including from future asset sales and distributions from its stake
in Wella for debt reduction; and
-- Demonstrating conservative financial policies by not making
large, debt-financed dividends or acquisitions.
S&P could revise the outlook to stable on Coty if it expects
adjusted leverage to approach 5x, which could occur due to:
-- A revision to the company's asset sale plans that leads to
lower-than-forecast debt reduction;
-- An operational misstep, worse macro environment, heightened
competition, higher inflation, or additional restructuring charges
lead to underperformance; or
-- A resurgence of COVID-19 variants causes increased mask-wearing
or reimposition of restrictions on consumer mobility, weakening
demand for the company's products and resulting in material organic
revenue declines.
ESG credit indicators: E-2, S-2, G-2
CREATD INC: Board OKs 2022 Omnibus Securities and Incentive Plan
----------------------------------------------------------------
The Board of Directors of Creatd, Inc. approved the Creatd, Inc.
2022 Omnibus Securities and Incentive Plan, which the Company
intends to submit to a vote of shareholders.
As the Plan was approved by the Board but has not yet been approved
by the Company's shareholders, in accordance with the rules of The
Nasdaq Capital Market, the Company is permitted to adopt an equity
arrangement and grant options thereunder prior to obtaining
shareholder approval, provided that (i) no options can be exercised
prior to obtaining shareholder approval, and (ii) the plan can be
unwound, and the outstanding options cancelled, if shareholder
approval is not obtained. The Plan provides for the granting of
Distribution Equivalent Rights, Incentive Share Options,
Non-Qualified Share Options, Performance Unit Awards, Restricted
Share Awards, Restricted Share Unit Awards, Share Appreciation
Rights, Tandem Share Appreciation Rights, Unrestricted Share Awards
or any combination of the foregoing, as may be best suited to the
circumstances of the particular employee, director or consultant as
provided in the Plan. The aggregate number of Common Shares
(including Common Shares underlying Options designated as Incentive
Share Options or Non-Qualified Share Options) that may be issued
under the Plan shall not exceed the sum of (i) 5,450,000 Common
Shares plus (ii) an annual increase on the first day of each
calendar year beginning Jan. 1, 2023 and ending on and including
Jan. 1, 2031 equal to the lesser of (A) five percent of the Common
Shares outstanding on the final day of the immediately preceding
calendar year, and (B) such smaller number of Common Shares as
determined by the Board. Additionally, the aggregate number of
Common Shares (including Common Shares underlying Options
designated as Incentive Share Options or Non-Qualified Share
Options) that may be issued under the Plan to persons who are not
Directors shall not exceed the sum of (i) 4,770,000 Common Shares
plus (ii) an annual increase on the first day of each calendar year
beginning Jan. 1, 2023 and ending on and including Jan. 1, 2031
equal to the lesser of (A) five percent of the Common Shares
outstanding on the final day of the immediately preceding calendar
year, and (B) such smaller number of Common Shares as determined by
the Board. Options issued pursuant to the Plan shall not expire
later than 10 years from the date of grant.
On June 1, 2022, on the recommendation of the Compensation
Committee of the Board, the Board issued options priced at the
greater of the closing price on June 1, 2022 and the 30-day VWAP
for the 30-day period ending on June 1, 2022 and vesting
immediately upon the Company's shareholders' approval of the Plan,
to: (i) Jeremy Frommer, executive chairman, 195,000 Tranche 1
Options; (ii) Laurie Weisberg, chief executive officer, 195,000
Tranche 1 Options; (iii) Justin Maury, president, 195,000 Tranche 1
Options; and (iv) Chelsea Pullano, chief financial officer, 50,000
Tranche 1 Options.
On June 3, 2022, on the recommendation of the Compensation
Committee, the Board agreed to issue options, subject to the
recipients' continued employment with the Company and the Company
having achieved a minimum of $6 million in net revenues for the
2022 fiscal year (the "Tranche 2 Options"), vesting as follows: (a)
1/3 of the Tranche 2 Options, priced at $1.32, will vest on Dec.
31, 2022, (b) 1/3 of the Tranche 2 Options, priced at $1.58, will
vest on Dec. 31, 2023 and (c) the final 1/3 of the Tranche 2
Options priced at $1.90, will vest on Dec. 31, 2024. The Tranche 2
Options were awarded to: (i) Jeremy Frommer, executive chairman,
195,000 Tranche 2 Options; (ii) Laurie Weisberg, chief executive
officer, 195,000 Tranche 2 Options; (iii) Justin Maury, president,
195,000 Tranche 2 Options; and (iv) Chelsea Pullano, chief
financial officer, 50,000 Tranche 2 Options.
About Creatd Inc.
Headquartered in Fort Lee, NJ, Creatd, Inc. -- https://creatd.com
-- is a company whose mission is to provide economic opportunities
to creators by multiplying the impact of platforms, people, and
technology. The Company operates four main business segments:
Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios.
Creatd reported a net loss of $37.38 million for the year ended
Dec. 31, 2021, a net loss of $24.21 million for the year ended Dec.
31, 2020, and a net loss of $8.04 million for the year ended Dec.
31, 2019. As of March 31, 2022, the Company had $9.34 million in
total assets, $6.23 million in total liabilities, and $3.11 million
in total stockholders' equity.
DEACON BRODY: Taps Lester Korinman Kamran as Legal Counsel
----------------------------------------------------------
Deacon Brody Management, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Lester Korinman Kamran & Masini, P.C. as counsel to handle its
Chapter 11 case.
The hourly rates charged by the firm for its services are as
follows:
Partners $395 to $450 per hour
Associates $300 per hour
Law Clerks $200 per hour
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
The retainer fee is $20,000.
Peter Kamran, Esq., a partner at Lester Korinman Kamran & Masini,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Peter K. Kamran, Esq.
Lester Korinman Kamran & Masini, P.C.
600 Old Country Road, Suite 330
Garden City, NY 11530
Tel: (516) 357-9191
Email: pkamran@lesterfirm.com
About Deacon Brody Management
Deacon Brody Management, Inc. runs the Jekyll & Hyde, a New York
restaurant popular with tourists for its horror-themed food and
shows.
Deacon Brody Management sought voluntary Chapter 11 bankruptcy
protection, under Subchapter V (Bankr. S.D.N.Y. Case No. 22-10357)
on March 23, 2022, listing up to $500,000 in assets and up to $10
million in liabilities. Yann Geron serves as Subchapter V trustee.
The case is assigned to Judge Lisa G. Beckerman.
Roy J. Lester, Esq., at Lester Korinman Kamran & Masini, P.C. is
the Debtor's legal counsel.
DHANANI GROUP: S&P Discontinues 'B' Issuer Credit Rating
--------------------------------------------------------
S&P Global Ratings discontinued its issuer credit rating on Dhanani
Group, Inc. (B/Stable/--). The company has no rated debt
outstanding following the refinancing and full redemption of all
outstanding term loan borrowings on June 10, 2022.
ECOARK HOLDINGS: BitNile Unit to Buy $12M New Preferred Shares
--------------------------------------------------------------
BitNile Holdings, Inc. announced a strategic partnership and
investment into Ecoark Holdings, Inc.
BitNile's subsidiary, Digital Power Lending, LLC, has agreed to
purchase $12,000,000 of a new series of convertible preferred stock
of Ecoark, which will be paid no later than June 29, 2022.
Pursuant to a mutually agreed upon use of proceeds, Ecoark intends
to deploy significant proceeds via its subsidiary White River
Holdings Corp. towards an oil drilling program across its
cumulative 30,000 acres of active mineral leases at both shallow,
intermediate, and deep levels. Ecoark will also deploy additional
proceeds via its subsidiary Agora Digital Holdings, Inc. to provide
BitNile with up to 78 megawatts of power within the State of Texas
for digital asset mining capacity, subject to BitNile proceeding
with this facility after having conducted the requisite due
diligence. The Agora Digital power capacity would, if the project
proceeds as presently anticipated, expedite BitNile's recently
announced plans to significantly expand its Bitcoin mining
production capacity, including growing its number of deployed
Bitcoin miners to 20,600, representing an expected mining
production capacity of approximately 2.24 exahashes per second.
Further details and transaction documents will be provided via
regulatory filings at a later date in accordance with Securities
and Exchange Commission rules.
The Company's Founder and Executive Chairman, Milton "Todd" Ault,
III stated, "I'm very pleased to be partnering with Ecoark on this
transaction and future business endeavors. I feel that the
allocation of this $12,000,000 in capital to Ecoark will create
significant shareholder value for both BitNile and Ecoark
shareholders as White River attempts to extract its significant oil
reserves from its mineral leased properties at historically high
energy prices." The Company's Vice Chairman and CEO, William
Horne, stated, "I feel that there are significant synergies between
BitNile and Agora Digital where our cache of digital asset miners
and Agora's power capacity at extremely low power rates can
expedite both businesses' expansion and market share in the digital
asset sector."
Ecoark's Founder, Chairman and CEO, Randy May, stated, "I am
grateful to have met Todd Ault recently and to have worked so
closely the last few weeks structuring this mutually beneficial
transaction. I feel that there is a lot of untapped value within
Ecoark across all of our subsidiaries that is not being currently
realized by the market, and the BitNile investment and strategic
partnership will greatly expedite the unlocking of that shareholder
value." Agora Digital's CEO, Brad Hoagland, stated, "We are
excited to be partnering with BitNile to further establish our
company as the only power-centric digital asset company in the
public market."
About Ecoark Holdings
Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a
diversified holding company. Through its wholly-owned
subsidiaries, the Company has operations in three areas: (i) oil
and gas, including exploration, production and drilling operations
and transportation services, (ii) post-harvest shelf-life and
freshness food management technology, and (iii) financial services
including consulting, fund administration and asset management.
Ecoark Holdings reported a net loss of $20.89 million for the year
ended March 31, 2021, a net loss of $12.14 million for the year
ended March 31, 2020, and a net loss of $13.65 million for the year
ended March 31, 2019. As of Dec. 31, 2021, the Company had $43.51
million in total assets, $12.57 million in total liabilities, and
$30.94 million in total stockholders' equity.
EKSO BIONICS: All Four Proposals Passed at Annual Meeting
---------------------------------------------------------
Ekso Bionics Holdings, Inc. held its 2022 annual meeting of
stockholders at which the stockholders:
(1) elected Steven Sherman, Charles Li, Ph.D., Stanley Stern,
Mary Ann Cloyd, Rhonda A. Wallen, and Corinna Lathan, Ph.D. as
directors to serve until the annual meeting of stockholders to be
held in 2023 and until their respective successors are elected and
qualified, or until his or her earlier death, resignation or
removal;
(2) ratified the amendment to the Company's Amended and Restated
2014 Equity Incentive Plan to increase the total number of shares
of common stock authorized for issuance pursuant to awards granted
thereunder from 1,974,286 shares to 2,524,286 shares;
(3) approved, on an advisory (non-binding) basis, the
compensation of the Company's named executive officers as disclosed
in the Proxy Statement dated April 29, 2022 for the Annual Meeting;
and
(4) ratified the appointment of WithumSmith+Brown, PC as the
Company's independent auditors for the year ending Dec. 31, 2022.
About Ekso Bionics
Ekso Bionics -- http://www.eksobionics.com-- designs, develops,
and markets exoskeleton products that augment human strength,
endurance and mobility. Its exoskeleton technology serves multiple
markets and can be utilized both by able-bodied persons and persons
with physical disabilities.
Ekso Bionics reported a net loss of $9.76 million for the year
ended Dec. 31, 2021, a net loss of $15.83 million for the year
ended Dec. 31, 2020, a net loss of $12.13 million for the year
ended Dec. 31, 2019, and a net loss of $26.99 million for the year
ended Dec. 31, 2018. As of March 31, 2022, the Company had $44.24
million in total assets, $10.76 million in total liabilities, and
$33.49 million in total stockholders' equity.
ELECTRIC LAST MILE: Files for Chapter 7 Bankruptcy
--------------------------------------------------
Electric Last Mile Solutions, Inc. (NASDAQ: ELMS), a pure-play
commercial electric vehicle ("EV") company that has been focused on
redefining productivity for the last mile, announced on June 12,
2022 that the Company plans to file for Chapter 7 bankruptcy.
In February 2022, following the resignations of Jim Taylor, the
Company's former Chief Executive Officer, and Jason Luo, the
Company's founder and former Executive Chairman, the Company
appointed Board member Shauna McIntyre as interim CEO and
President, in part because of her considerable automotive
experience.
The ELMS Board and the new leadership team under Ms. McIntyre
launched a comprehensive review of the company's products and
commercialization plans, instilled a culture of safety and focused
the workforce on producing quality vehicles. This process included
assessing the Company's planned product offerings, production
plans, and certification processes, including the feasibility of
meeting previously announced targets.
Based on the findings of the same Board-initiated investigation
that led to the resignations of Mr. Taylor and Mr. Luo, ELMS was
forced to withdraw financial guidance and declare the Company's
past financial statements unreliable. The compound effect of these
events, along with a pending SEC investigation initiated this year,
made it extremely challenging to secure a new auditor and attract
additional funding.
Yet the Company continued to work aggressively on raising new
sources of capital, while working closely with advisors to assess
and improve its liquidity position. Ultimately, the Board
determined, following a comprehensive review with the assistance of
the Company's outside advisors, and upon the recommendation of the
Company's management, that it is in the best interest of the
Company and the Company's stockholders, stakeholders, creditors,
and other interested parties to file for Chapter 7 relief.
"I'm very disappointed by this outcome because our ELMS team
demonstrated incredible determination to get our electric vans
ready to meet the critical need for clean, connected vehicles that
reduce carbon emissions from ground transportation," said Ms.
McIntyre. "Unfortunately, there were too many obstacles for us to
overcome in the short amount of time available to us. I could not
be prouder of what our team has been able to accomplish under very
challenging circumstances. This is a viable and essential
technology, and I am confident that many of our talented employees
will play a future role in this energy transition effort."
"For the past several months, the ELMS board and the new ELMS
leadership team have worked nonstop to address legacy financial,
governance and operational matters at the Company, and enormous
progress was made, including towards vehicle certification" said
Brian Krzanich, ELMS Board Chair and former CEO of Intel.
"Therefore, it's extremely frustrating that we must take this
route, but it was the only responsible next step for our
shareholders, partners, creditors, and employees."
About Electric Last Mile Solutions
Electric Last Mile Solutions, Inc. (Nasdaq: ELMS) has been focused
on defining a new era in which commercial vehicles run clean as
connected and customized solutions that make businesses more
efficient and profitable. ELMS' first vehicle, the Urban Delivery,
was anticipated to be the first Class 1 commercial electric vehicle
in the U.S. market. On the Web: http://www.electriclastmile.com/
Troy, Michigan-based Electric Last Mile Solutions, Inc., wholly
owns Electric Last Mile, Inc., the operating subsidiary.
Electric Last Mile Solutions and Electric Last Mile Inc. filed for
Chapter 7 bankruptcy (Bankr. D. Del. Case No. 22-10537 and
22-10538) on June 14, 2022.
Electric Last Mile Inc. estimated $50 million to $100 million in
assets and liabilities as of the bankruptcy filing. Electric Last
Mile Solutions estimated less than $50,000 in assets and debt.
The Debtors' counsel:
Kara Hammond Coyle
Young Conaway Stargatt & Taylor LLP
Tel: (302) 571-6600
E-mail: bankfilings@ycst.com
ENDO INTERNATIONAL: All Five Proposals Passed at Annual Meeting
---------------------------------------------------------------
Endo International plc held its 2022 Annual General Meeting of
Shareholders in Dublin, Ireland, at which the stockholders:
(1) elected 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. as directors to serve until
the next annual general meeting of shareholders or until their
death, resignation or removal, if earlier;
(2) approved, on an advisory basis, the compensation of the
Company's named executive officers;
(3) approved the proposal to renew the Board's existing authority
to issue shares under Irish law;
(4) approved the proposal to renew the Board's existing authority
to opt-out of statutory pre-emption rights under Irish law; and
(5) approved the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for the
year ending Dec. 31, 2022 and authorized the Board, acting through
the Audit & Finance Committee, to determine the independent
registered public accounting firm's remuneration.
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 March 31, 2022, the Company had
$8.45 billion in total assets, $1.38 billion in total current
liabilities, $15.96 million in deferred income taxes, $8.04 billion
in long-term debt (less current portion), $5 million in long-term
legal settlement accrual (less current portion), $31.69 million in
operating lease liabilities (less current portion), $288.43 million
in other liabilities, and a total shareholders' deficit of $1.31
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. S&P said 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.
ESJ TOWERS: Files for Chapter 11 Bankruptcy With $39M Debt
----------------------------------------------------------
ESJ Towers Inc. filed for chapter 11 protection in Old San Juan,
Puerto Rico.
The Debtor disclosed $30.76 million in assets against $39.14
million in liabilities as of the bankruptcy filing. Its assets
include timeshare intervals valued at $10.30 million and the real
property ESJ Tower at 6165 Isla Verde Ave. in Carolina, Puerto
Rico, valued at $11.8 million.
The business generated $5.089 million in revenue in calendar year
2021, compared with $8.252 million in 2020 and $2.21 million in
2019.
The Debtor is affiliated with Around the World HOldings, LLC.
According to court filing, ESJ Towers estimates between 200 and 999
creditors. The petition states funds will be available to
unsecured creditors.
According to the resolution authorizing the Chapter 11 filing, the
Debtor is unable to meet its obligations as they mature, and
claimants have undertaken and are threatening suit and have
threatened to undertake steps to obtain possession of the Company's
assets.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
July 18, 2022 at 11:00 AM via Telephonic Conference Information for
AUST/Trial Attys.
Proofs of claims are due by Oct. 17, 2022. Government proofs of
claims are due by Dec. 12, 2022.
About ESJ Towers Inc.
ESJ Towers Inc. owns the ESJ Towers in Carolina, Puerto Rico. The
luxury apartments and condo units at ESJ Towers have direct access
to Isla Verde Beach, widely considered one of the best in Puerto
Rico. The property is located just 5 minutes from the airport.
ESJ Towers Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.P.R. Case No. 22-01676) on June 10. 2022.
In the petition signed by Keith St. Clair, as president, ESJ
Towers Inc. estimated assets and liabilities between $10 million
and $50 million each. Charles A. Cuprill, of Charles A. Cuprill,
PSC Law Offices, is the Debtor's counsel.
FIRST ENERGY: $180 Million Deal Resolves Bribe Suit, Investors Say
------------------------------------------------------------------
Clark Mindock of Law360 reports that FirstEnergy Corp. and a group
of its shareholders have asked an Ohio federal judge to dismiss a
suit over the company's billion-dollar nuclear energy bailout
bribery scandal, telling the judge the claims have been addressed
by a $180 million settlement in another case.
The parties jointly asked U.S. District Judge John R. Adams to
dismiss the suit Friday, June 11, 2022, citing preliminary approval
of the $180 million settlement in another Ohio federal court.
While that deal must still survive a fairness hearing scheduled for
August, the parties say it would save time and cost for everyone
involved to dismiss their derivative claims.
About FirstEnergy Corp.
FirstEnergy Corp is an electric utility headquartered in Akron,
Ohio. It was established when Ohio Edison acquired Centerior
Energy in 1997. Its subsidiaries and affiliates are involved in
the distribution, transmission, and generation of electricity, as
well as energy management and other energy-related services.
In July 2021, FirstEnergy Corp. said it has agreed to pay a $230
million fine for its central role in a bribery scheme -- the goal
of which was to get legislation passed that included a $1 billion
bailout for two of its power plants in Ohio. Federal prosecutors
charged FirstEnergy, based in Akron, Ohio, with conspiring to
commit honest services wire fraud. In a deal with the Justice
department, the utility company agreed to pay the
multimillion-dollar penalty as part of a deferred prosecution
agreement.
GENAPSYS INC: Court Denies Former-CEO Committee Access
------------------------------------------------------
Leslie A. Pappas of Law360 reports that the former CEO of gene
sequencing company GenapSys Inc. lost his bid for more access to
the work of the special committee that is considering putting the
company into bankruptcy, while the committee got a warning from
Delaware Chancery Court to be transparent and "tread carefully
going forward."
In a telephonic bench ruling, Vice Chancellor Morgan T. Zurn said
GenapSys founder, ex-CEO and current board member Hesaam
Esfandyarpour hadn't proven that he was getting less information
from the special committee than any other board director, denying
his motion to amend a status quo order to allow all board members
equal access to the committee's advisers.
Asking to take on the work of the committee, rather than staying
informed in his capacity as a board member, would "upend the status
quo," the vice chancellor said.
Nevertheless, Esfandyarpour is entitled to information as long as
he remains a board director, and his opposition to the idea of
bankruptcy does not justify the committee's refusal to provide him
with information, the vice chancellor said. She cautioned the
committee members to be "precise in their actions, correspondence
and their logs" going forward, and said that if they decide to
withhold any information from Esfandyarpour, they must tell him
about it and "justify it under Delaware law."
The ruling came as Esfandyarpour's lawsuit against the company's
current CEO Jason Myers and board members on a special finance and
risk committee grows increasingly contentious, based on motions
filed in the case and the vice chancellor's comments on Friday.
"It would appear that I'm being dragged into the granular level of
the operation of a company that goes beyond what a 225 action would
warrant," said the vice chancellor, who interrupted a family
vacation to deliver her ruling. "I would ask that everybody keep
their eye on the prize. What we're trying to do here [is] establish
the right fiduciaries of the company."
Section 225 of the Delaware General Corporation Law allows a
stockholder or company director to petition Delaware's Chancery
Court for a proceeding to determine who are the proper directors on
a company's board.
Esfandyarpour sued Myers, Chief Financial Officer Fredrik Eliasson,
and directors Diana McKenzie, Loretta Cecil and Robert Zollars
under Section 225 in April, alleging that several of the company's
board directors had been invalidly appointed.
The vice chancellor granted a limited status quo order in May that
allowed the board to seek financing for the company but otherwise
not act outside day-to-day business operations.
On May 23, she granted the director defendants' motion to modify
the status quo so that they could hire restructuring and investment
advisory firm Lazard Frères & Co. LLC to explore the possibility
of putting the company into bankruptcy, Vice Chancellor Zurn
recounted at the bench ruling Friday.
"The original status quo was modified to allow the committee to
hire an adviser and consider bankruptcy," she said. "The status quo
order does not allow the committee to put the company into
bankruptcy, only to hire Lazard."
In response, Esfandyarpour sought to modify the status quo order
again to give him more access to Lazard and any other adviser that
was exploring restructuring efforts, complaining in court filings
that the special committee was "acting in secret" and denying him
access to information. Esfandyarpour proposed that Lazard would
report to the full board, rather than to the special committee and
that every member of the board would have equal access to Lazard
and other advisers.
"My client knows nothing about the decision process,"
Esfandyarpour's attorney, Lewis H. Lazarus of Morris James LLP,
said at the hearing Friday, arguing that Esfandyarpour has the
right to know if the committee is "marching headstrong into a
restructuring without considering alternatives."
In a confidential filing on Thursday, the director defendants told
the court that they "may seek emergency relief next week to modify
the status quo order" again. The details of the letter remained
under seal on Friday.
The vice chancellor said on Friday that she had not yet read the
most recent court filings and instructed the parties to schedule
more hearings if needed.
Neither party replied to Law360's request for comment Friday.
Esfandyarpour is represented in the Delaware action by Albert J.
Carroll, Lewis H. Lazarus and R. Eric Hacker of Morris James LLP.
GenapSys Inc. and the individual defendants in the Delaware action
are represented by Philip Trainer Jr. and Samuel M. Gross of Ashby
& Geddes PA, and Richard Li, Tariq Mundiya and Jeffrey B. Korn of
Willkie Farr & Gallagher LLP.
The case is Hessam Esfandyarpour v. Jason Myers et al., case number
2022-0324, in the Court of Chancery of the State of Delaware.
About Genapsys Inc.
Genapsys Inc. delivers affordable, scalable, and accurate genomic
sequencing ecosystem that empowers academic and clinical
researchers.
GT REAL ESTATE: Pantchers Owner Sued by County Over Failed HQ
-------------------------------------------------------------
Samantha Gilstrap of The Associated Press reports that Carolina
Panthers owner David Tepper's companies and the City of Rock Hill
are being sued by South Carolina's York County for at least $21
million over the failed completion of the team's proposed $800
million practice facility and headquarters.
The structure remains half-built in Rock Hill, South Carolina, with
no plans of being finished.
Tepper's real estate company filed for Chapter 11 bankruptcy
protection in Delaware on June 2nd after having invested more than
$175 million into the facility.
It's located about 25 miles south of the team's current downtown
stadium and headquarters in Charlotte, North Carolina.
About GT Real Estate Holdings
GT Real Estate Holdings is a real estate company owned by David
Tepper. It was created to own and develop a mixed-use,
pedestrian-friendly community, sports, and entertainment venue,
that would also include a new headquarters and practice facility
for the Carolina Panthers, a National Football League team,
situated on a 234-acre site located in Rock Hill, South Carolina.
The company suspended further development of the Project in March
2022.
GT Real Estate Holdings sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10505) on June 2,
2022. In the petition filed by Jonathan Hickman, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $100 million and $500 million each.
The Hon. Karen B. Owens is the case judge.
The Debtor tapped White & Case LLP as restructuring counsel; Farnan
LLP, as Delaware counsel; and Alvarez & Marsal as financial
advisor. Kroll Restructuring Administration LLC is the claims
agent.
H-CYTE INC: Closes Clinic in Arizona
------------------------------------
H-Cyte, Inc. closed its clinic in Scottsdale, Arizona on June 3,
2022.
The Company has now closed all of its clinical operations in the
autologous infusion therapy business which delivered treatments for
patients with chronic respiratory and pulmonary disorders. It will
continue to pursue regulatory approval of the device that was
utilized in the treatment provided at the clinics. The Company
also has a continued interest in the commercialization of the
denervex device. It has begun to transform itself into a biologics
and therapeutic device incubator to bring new technologies to
market.
About H-CYTE Inc.
Headquartered in Tampa, Florida, H-CYTE -- http://www.HCYTE.com--
is a hybrid-biopharmaceutical company dedicated to developing and
delivering new treatments for patients with chronic respiratory and
pulmonary disorders.
H-Cyte reported a net loss of $4.80 million for the year ended Dec.
31, 2021, compared to a net loss of $6.46 million on $2.15 million
of revenues for the year ended Dec. 31, 2020. As of Dec. 31, 2021,
the Company had $321,405 in total assets, $4.98 million in total
liabilities, and a total stockholders' deficit of $4.66 million.
Tampa, Florida-based Frazier & Deeter, LLC, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated Feb. 25, 2022, citing that he Company has negative working
capital, has an accumulated deficit, has a history of significant
operating losses and has a history of negative operating cash flow.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
H-FOOD HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based H-Food
Holdings LLC (operating as Hearthside Foods Solutions LLC) to
negative from stable and affirmed its 'B-' issuer credit rating to
reflect its expectation for very high leverage, negative free
operating cash flow, and the continuing difficult operating
environment in 2022.
The negative outlook reflects that S&P could lower the ratings
within the next 12 months if the company's profitability
deteriorates further leading to constrained liquidity or it views
the capital structure to be unsustainable.
The outlook revision to negative reflects Hearthside's elevated
leverage as a result of weak profitability and underperformance
from the recently acquired Interbake business. S&P expects S&P
Global Ratings-adjusted pro forma leverage to remain elevated above
10x throughout 2022, before improving to around 8x in 2023.
Hearthside's organic revenue grew 8% sequentially in the first
quarter of 2022, largely as a result of increased volume from new
capital projects and price increases to offset higher input costs
for raw materials and packaging. The company has mostly
pass-through pricing contracts in place with customers for
commodities and raw materials at the legacy Hearthside business;
however, the recently acquired Interbake business has more
private-label exposure and does not benefit from direct
pass-through pricing of commodity costs. The inflationary
environment has led to underperformance from Interbake, with S&P's
expectations for profitability to remain depressed into the second
half of 2022 until price increases take effect. In addition, higher
labor costs and operating inefficiencies are pressuring margins at
the legacy Hearthside business, with some lag time for
labor-related price increases to be passed on to customers. The
company has experienced high startup costs from new capital
projects as well, and elevated levels of capex have not produced
the expected return on investment because high employee turnover is
resulting in lower throughput, and higher-than-normal scrap rates
and training costs.
As a result of the above-mentioned factors, Hearthside experienced
gross margin contraction of nearly 400 basis points (bps) in the
first quarter. S&P said, "We expect gross margins will remain
pressured throughout 2022, with some improvement in the second half
of the year as price increases are fully realized. We forecast
profitability to improve in 2023 as the company gradually realizes
cost-savings and efficiency improvements, in addition to some of
the roughly $30 million in capacity synergies related to the
Interbake acquisition."
S&P said, "We forecast Hearthside will experience steep cash flow
deficits in 2022 as it continues to fund higher-than-historical
levels of capital expenditures (capex). We expect capex levels of
at least $100 million to continue over the next 12-24 months.
Additionally, we forecast the company will require roughly $15
million-$25 million in cash usage for working capital purposes in
2022, related to higher receivables, the recently acquired
Interbake business, and increased safety stock for inventories.
Given the higher-than-normal levels of capex, buildup of inventory
safety stock, and growing receivables, we forecast roughly $100
million in cash flow deficits in 2022. We expect free operating
cash flow (FOCF) to improve to negative $10 million-$20 million in
2023, as a result of cost savings and expense reductions from
identified projects, before turning positive in 2024 due to
increased capacity from the Interbake acquisition and recent
investments in capital projects. The company continues to make
investments in customer-driven projects, which began in 2020, as
well as building out new production lines related to the Interbake
acquisition, which should result in increased capacity and volumes
for the business. Plant inefficiencies, labor instability, and
supply chain disruption have led to lower-than-expected volumes
from these new capital projects to date.
"The company has experienced supply chain challenges, which we
expect to continue into the latter half of 2022. The company is
attempting to diversify its suppliers and increase its safety stock
to prevent against additional supply chain disruptions; however, we
expect volumes will continue to be strained for a while, mostly as
a result of packaging issues, label shortages, and the inability to
source labor. Trucking availability has also been an issue for
Hearthside leading to some disruption in deliveries. Hearthside's
baking segment was particularly hurt by labor shortages because it
requires a higher level of skilled workers, which has contributed
to increased scrap rates and plant inefficiencies. However, the
company continues to see strong demand overall, particularly from
the baking segment, which supports our long-term revenue growth
expectations for the business in the mid-single-digit percentages.
"The negative outlook reflects that we could lower the ratings
within the next 12 months if the company's profitability
deteriorates further resulting in additional revolver borrowings
and weakening liquidity, or we view the capital structure to be
unsustainable."
S&P could lower its ratings on Hearthside any time within the next
12 months if:
-- Profitability deteriorates due to operational inefficiencies,
labor instability, or supply chain disruptions further pressure
liquidity.
-- Interest coverage fails to improve to greater than 1.5x; or
-- Additional capital projects are added without realizing the
benefits of previous projects; or
-- Prolonged free cash flow deficits.
S&P could revise the outlook to stable if the company:
-- Improves profitability from its previous capital projects;
-- Realizes capacity synergies from the Interbake acquisition on
time and on budget;
-- Realizes cost savings, operating improvements, and expense
reductions from identified projects;
-- Successfully implements price increases to offset inflation;
and
-- Generates sustained positive free cash flow.
ESG Credit Indicators: E-2 S-2 G-3
HIDILI INDUSTRY: Asks U.S. Recognition for $190-Mil. Debt Swap
--------------------------------------------------------------
A Chinese coal mining company is asking a New York bankruptcy court
for U.S. recognition of a $190 million debt for equity swap
recently approved by a Hong Kong court, saying the deal is the
result of more than 6.5 years of talks with creditors.
Hidili Industry International Development Ltd. filed for Chapter 15
recognition of the Hong Kong court order approving what it said was
a nearly unanimously-approved restructuring support agreement with
its noteholders.
On Nov. 4, 2010, Hidili issued the 8.625% senior notes due 2015
under the Indenture in the principal amount of US$400 million, and
the Subsidiary Guarantors guaranteed Hidili's obligations under the
Notes and the Indenture. The Notes are secured by certain stock
pledges, including a pledge by Hidili of the stock of the
Subsidiary Guarantors. Since April 8, 2011, the Notes have been
listed on the Singapore Exchange Securities Trading Limited.
Although Hidili took steps to streamline the Group's operations and
attempted to sell assets -- including its 50% equity stake in the
Yunnan mining joint venture -- to improve the Group's operational
efficiency and to raise the cash necessary to pay the Notes at
their Nov. 4, 2015 maturity, Hidili's efforts were unsuccessful and
it defaulted on the Notes. As of that date (the "Default Date"),
the principal outstanding under the Notes was US$182,751,000 and
the accrued and unpaid interest was US$7,989,098.
On Oct. 30, 2015, Hidili announced that it would not be in a
position to pay the principal and accrued interest on the Notes at
maturity. Thereafter, Hidili engaged in initial discussions with
certain Noteholders.
On Jan. 19, 2016, Roche & Owen Associates (PTE) Limited, a holder
of the Notes issued by the Debtor, presented a winding up petition
against Hidili in the Hong Kong Court for the outstanding principal
and interest due to the Noteholders (the "Winding Up Proceeding").
On Nov. 17, 2017, the Hong Kong Court adjourned the hearing on the
winding up petition, and to date, no substantive argument on the
petition in the Winding Up Proceeding has occurred.
On Nov. 1, 2021, the Steering Committee of Noteholders and Hidili
agreed on the terms of a Restructuring Support Agreement, under
which the executing Noteholders have agreed to take all actions
reasonably necessary to support, facilitate, implement or otherwise
give effect to a Notes Restructuring. Capital Limited, Barclays
Bank PLC, and Haitong International Financial Products Limited are
the members of the steering committee.
On Jan. 31, 2022, the Debtor filed an ex parte originating summons
seeking orders convening a meeting to consider and, if thought fit,
approve a scheme of arrangement in respect of the Debtor. Upon a
hearing held before the High Court of Hong Kong Special
Administrative Region, Court of First Instance on Feb. 9, 2022, the
Hong Kong Court entered an order that, among other things,
authorized Hidili to convene a meeting of creditors of the Debtor
whose claims would be affected by the Scheme to consider and, if
thought fit, approve the Scheme.
The Scheme contemplates a restructuring in which each Scheme
Creditor that has submitted the necessary documentation to prove
its claim in respect of the Notes and the Indenture (a "Scheme
Claim") is entitled to consideration comprised of is pro rata share
of ordinary shares issued by Hidili (the "Scheme Shares"), a cash
payment equal to 3/16 of the Total Accrued Interest Amount, and US
dollar denominated zero-coupon bonds to be issued by Hidili in a
principal amount of 13/16 of the Total Accrued Interest Amount (the
"Zero-Coupon Bonds" and together with the Scheme Shares and the
Cash Payment, the "Scheme Consideration"). The Scheme Shares will,
in aggregate, constitute 46.1% of the entire issued shares in
Hidili on a fully diluted basis as of the Restructuring Effective
Date and shall be listed and tradable on the SEHK.
The Scheme affects only the rights of the holders of Notes (the
"Noteholders" or "Scheme Creditors") and does not affect the rights
of any other creditors of Hidili or the Group.
The Scheme and the Notes Restructuring are components of a broader
financial restructuring that includes the restructuring (the
"Onshore Restructuring") of the liabilities of certain members of
the Group (the "Onshore Financing Liabilities") to banks (the "PRC
Lending Banks") based in the People's Republic of China. The
completion of the Onshore Restructuring is a condition to the
effectiveness of the Scheme. The Onshore Restructuring will be
implemented in a process that is separate from the Scheme.
About Hidili Industry
Hidili Industry International Development Ltd. is a Chinese coal
mining company. Hidili owns a group of companies engaged in the
coal and coke business in China, operating coal mines, and coal
washing.
Hidili's headquarters are at 16th Floor, Dingli Mansion, No. 185
Renmin Road, Panzhihua, Sichuan 617000, China. Hidili maintains an
office at Room 1306, 13th Floor, Tai Tung Building, 8 Fleming Road,
Wanchai, Hong Kong, which serves as its principal place of business
in Hong Kong.
The Group's audited consolidated financial statements for the year
ended
Dec. 31, 2021, reflects that the Group's total current assets are
US$240.39 million and total non-current assets are US$1,628.51
million, for total assets of US$1,868.90 million. Hidili's audited
consolidated financial statements for the year ended Dec. 31, 2021,
reflects that the Group's total current liabilities are US$1,674.74
million and total non-current liabilities are US$51.98 million, for
total liabilities of
US$1,726.72 million.
Hidili Industry International Development Ltd. sought Chapter 15
bankruptcy protection (Bankr. S.D.N.Y. Case No. 1:22-bk-10736) on
June 10, 2022 to seek recognition of its proceedings before the
High Court of Hong Kong Special Administrative Region, Court of
First Instance.
Chu Lai Kuen, the Chief Financial Officer and Company Secretary of
the Company, has been appointed as legal foreign representative to
represent the Debtor in the Chapter 15 proceedings.
Hidili's U.S. counsel:
Stephen M. Wolpert
Dechert LLP
212-698-3836
stephen.wolpert@dechert.com
HOME STRATEGY: Case Summary & 10 Unsecured Creditors
----------------------------------------------------
Debtor: Home Strategy Inc.
119-31 197th Street
Saint Albans, NY 11412
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties. The
Debtor is the fee simple owner of a property
located at 119-31 197th Street, St. Albans,
New York having a current value of $999,000.
Chapter 11 Petition Date: June 15, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 22-41377
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: dkirby@kacllp.com
Total Assets: $1,070,873
Total Liabilities: $727,551
The petition was signed by Christopher Humbert as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/RC3LBSQ/Home_Strategy_Inc__nyebke-22-41377__0001.0.pdf?mcid=tGE4TAMA
INITO GROUP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Inito Group Advisors, INC II
3505 Brunell
Oakland, CA 94602
Chapter 11 Petition Date: June 15, 2022
Court: United States Bankruptcy Court
Northern District of California
Case No.: 22-40573
Judge: Hon. Roger L. Efremsky
Debtor's Counsel: Dean Lloyd, Esq.
LAW OFFICES OF DEAN LLOYD
425 Sherman Ave. Ste. 330
Palo Alto, CA 94306
Tel: 650-328-1664
Email: legaljaws@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rahsaan Dean as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Y4AMWVI/Inito_Group_Advisors_INC_II__canbke-22-40573__0001.0.pdf?mcid=tGE4TAMA
INSYS THERAPEUTICS: SCOTUS Spurns Exec.'s Appeal in Opioid Case
---------------------------------------------------------------
Jack Queen of Law360 reports that the U.S. Supreme Court said
Monday, June 13, 2022 it would not hear an appeal by John Kapoor,
the founder of Insys Therapeutics Inc., challenging his conviction
for orchestrating a scheme to bribe doctors to prescribe a powerful
opioid spray.
A Boston jury found Kapoor and other former Insys executives guilty
in 2019 of using a sham speaker program to funnel cash and perks to
doctors who wrote more prescriptions of Insys' fentanyl spray,
Subsys. It was the first successful prosecution of top
pharmaceutical executives tied to the opioid crisis, advancing the
novel theory that Kapoor's scheme amounted to a racketeering
conspiracy.
About Insys Therapeutics
Headquartered in Chandler, Ariz., Insys Therapeutics Inc. --
http://www.insysrx.com/-- is a specialty pharmaceutical company
that develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life. Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, Insys is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products. Insys is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.
As of March 31, 2019, Insys had $172.6 million in total assets,
$336.3 million in total liabilities, and a total stockholders'
deficit of $163.7 million.
Insys Therapeutics and six affiliated companies filed petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 19-11292) on June 10, 2019.
The Debtors' cases are assigned to Judge Kevin Gross.
The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton
& Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as
investment banker; FTI Consulting, Inc. as financial advisor; and
Epiq Corporate Restructuring, LLC as claims agent.
Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019,
appointed nine creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. Akin Gump Strauss
Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's
attorneys; and Province, Inc., is the financial advisor.
* * *
Insys sold its epinephrine 7mg and 8.5mg unit-dose nasal spray
products and naloxone 8mg unit-dose nasal spray products and
certain equipment and liabilities to Hikma Pharmaceuticals USA Inc.
for $17 million. It sold for $12.2 million to Chilion Group
Holdings US, Inc., its (i) CBD formulations across current
pre-clinical, clinical, third-party grants and investigator
initiated study activities (including any future activities or
indications), (ii) THC programs of Syndros oral dronabinol
solution, and (iii) Buprenorphine products. Insys sold to BTcP
Pharma, LLC for $52 million in royalty payments plus other amounts
all strengths, doses and formulations in the world (except for the
Republic of Korea, et al.). Insys sold to Pharmbio Korea, Inc.,
for $1.2 million in cash specific intellectual property, records
and certain other assets related to strengths, doses and
formulations of the Subsys Product in the Republic of Korea, Japan,
China, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar,
Philippines, Singapore, Thailand, Timor-Leste, and Vietnam.
After selling substantially all of their assets, the Debtors filed
a Chapter 11 Plan and Disclosure Statement. Judge Kevin Gross on
Jan. 16, 2020, confirmed the Debtors' Plan of Liquidation.
IRONSTONE PROPERTIES: Sells $200K Common Shares to Director
-----------------------------------------------------------
The Ironstone Properties Board of Directors approved the sale of
121,212 original issue common stock shares to Harold Bradley,
member of the Board of Directors, at $1.65 per share for a total of
$200,000. Harold Bradley abstained from voting. This transaction
was executed on June 6, 2022. The sales price was determined using
the closing price on the date the Board of Directors resolution was
approved.
About Ironstone Properties
Ironstone Properties, Inc.'s main assets are investments in
non-marketable securities of TangoMe Inc., and Buoy Health, Inc.,
and marketable securities of Arcimoto Inc. There can be no
assurance that a market will continue to exist for these
investments.
Ironstone Properties reported a net operating loss of $523,401 for
the 12 months ended Dec. 31, 2021, compared to a net operating loss
of $301,658 for the 12 months ended Dec. 31, 2020. As of March 31,
2022, the Company had $5.48 million in total assets, $3.90 million
in total liabilities, and $1.58 million in total stockholders'
equity.
JAGUAR HEALTH: All Four Proposals Passed at Annual Meeting
----------------------------------------------------------
Jaguar Health, Inc. held its 2022 Annual Meeting of Stockholders of
the Company at which the stockholders:
(1) elected James J. Bochnowski, Lisa A. Conte and Jonathan B.
Siegel as Class I directors to the Company's Board of Directors to
hold officer for a three-year term until the annual meeting of
stockholders in 2025 and until their successors are elected and
qualified;
(2) ratified the appointment of RBSM LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2022;
(3) approved for purposes of Nasdaq Rule 5635(d), the issuance
of shares of the Company's voting common stock, par value $0.0001
per share, upon the exchange of certain royalty interests and a
promissory note previously issued by the Company to certain
accredited investors; and
(4) approved a proposal to grant discretionary authority to
adjourn the Annual Meeting, if necessary, to solicit additional
proxies in the event that there were no sufficient votes at the
time of the Annual Meeting to approve Proposal 3.
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.
Jaguar Health reported a net loss and comprehensive loss of $52.60
for the year ended Dec. 31, 2021, a net loss and comprehensive loss
of $33.81 million for the year ended Dec. 31, 2020, a net loss and
comprehensive loss of $38.54 million for the year ended Dec. 31,
2019, and a net loss of $32.15 million for the year ended Dec. 31,
2018. As of March 31, 2022, the Company had $52.91 million in
total assets, $44.80 million in total liabilities, and $8.11
million in total stockholders' equity.
Larkspur, California-based RBSM, LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 11, 2022, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
JOHN ASSI MD PA: Files for Chapter 11 Without Counsel
-----------------------------------------------------
John Assi MD PA, d/b/a Children's Health Associates, filed a
bare-bones chapter 11 petition in the Middle District of Florida.
The case was filed by a non−individual without legal counsel
admitted to practice in the Middle District of Florida.
Pursuant to Federal Rules of Bankruptcy Procedure 9010(a), a
non−individual cannot appear in these proceedings except through
counsel duly authorized to practice before the Court. See Palazzo
v. Gulf Oil Corp., 764 F.2d 1381 (11th Cir. 1985).
The Court has ordered that if the Debtor fails to retain the
services of counsel within 14 days, the Court on its own motion and
without further notice will dismiss this case without prejudice.
According to court filing, John Assi MD PA estimates between 1 and
49 unsecured creditors. The petition states funds will not be
available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Aug. 3, 2022 at 1:00 p.m. The U.S. Trustee (Jax) will hold the
meeting telephonically. Call in Number: 866-718-3566. Passcode:
2721444#.
Proofs of claims are due by Aug. 22, 2022.
About John Assi MD PA
John Assi MD PA, doing business as Children's Health Associates, is
a medical group in Jacksonville, Florida that offers pediatric
health and medical services. On the Web:
https://assimdobellsunth.net/
John Assi MD PA sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01172) on June 13,
2022. In the petition filed by John Assi, owner, the Debtor
estimated assets up to $50,000 and estimated liabilities between
$500,000 and $1 million.
JOHN Q HAMMONS HOTELS: High Court Revives Ch.11 Fee Refund Case
---------------------------------------------------------------
The U.S. Supreme Court on Monday, June 13, 2022, sent the case of a
company seeking the refund of Chapter 11 debtor fees paid to the
U.S. Trustee's Office to a lower court, saying the case needs to be
reconsidered in light of the high court's June 6 decision striking
down the increase.
The court granted certiorari to the trustee's office's appeal of a
Tenth Circuit finding that a 2017 hike in fees was unconstitutional
and that John Q. Hammons Hotels & Resorts was entitled to a refund,
vacating the decision and remanding the case to the circuit for
further consideration.
"The petition for a writ of certiorari is granted. The judgment is
vacated, and the case is remanded to the United States Court of
Appeals for the Tenth Circuit for further consideration in light of
Siegel v. Fitzgerald, 596 U. S. ___(2022)," according to the U.S.
Supreme Court's June 13, 2022 order in the case is 21-1078 OFFICE
OF UNITED STATES TRUSTEE V. JOHN Q. HAMMONS FALL 2006, ET AL.
In Siegel v. Fitzgerald, entered June 6, 2022, the U.S. Supreme
Court unanimously struck down a 2017 increase in Justice Department
fees paid by bankrupt companies, saying the law violated a
uniformity requirement in the Bankruptcy Clause because that
increase didn't apply in two states. The U.S. Supreme Court said
the law 2017 that increased fees for Chapter 11 debtors violated
the clause of the Constitution that requires bankruptcy laws to be
applied uniformly. A copy of the June 6, 2022 decision is
available at
https://www.supremecourt.gov/opinions/21pdf/21-441_3204.pdf
About John Q. Hammons Hotels & Resorts
Springfield, Missouri-based John Q. Hammons Hotels & Resorts (JQH)
-- http://www.jqhhotels.com/-- is a private, independent owner and
manager of hotels in the United States, representing brands such
as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG,
Chateau on the Lake Resort / Spa & Convention Center, and Plaza
Hotels Collection. It has portfolio of 35 hotels representing
approximately 8,500 guest rooms/suites in 16 states.
John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed
chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to
16-21208) on June 26, 2016.
In the petitions signed by Greggory D. Groves, vice president, the
Debtors estimated assets at $100 million to $500 million and
liabilities at $100 million to $500 million.
The Debtors tapped Mark A. Shaiken, Esq., Mark S. Carder, Esq., and
Nicholas Zluticky, Esq., at Stinson Leonard Street LLP, as
bankruptcy counsel. The Debtors' conflict counsel is Victor F.
Weber, Esq., at Merrick Baker and Strauss PC.
KC CULINARTE: S&P Upgrades ICR to 'B-', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based KC
Culinarte Holdings L.P. (KC) to 'B-' from 'CCC+'.
At the same time, S&P raised its issue-level rating on KC
Culinarte's senior secured debt to 'B+' from 'CCC+'. Its '3'
recovery rating on the senior secured debt remains unchanged,
indicating its expectation for meaningful recovery (50%-70%;
rounded estimate: 50%) in the event of a default.
The stable outlook reflects S&P's expectation for a continued
improvement in the company's sales growth and EBITDA despite higher
inflation and ongoing supply chain challenges.
The upgrade reflects the company's stronger liquidity position
following the extension of its revolver, as well as the continued
improvement in its performance. In part, this upgrade reflects the
revision of S&P's assessment of KC Culinarte's liquidity to
adequate from less than adequate following the 18-month extension
of its revolver maturity to February 2025. The company relies
heavily on the revolver to fund its seasonal working capital needs,
which it has used to ensure timely customer fill rates given the
ongoing supply chain constraints. This has enabled KC to benefit
from an ongoing rebound in its operating performance with limited
disruption. The company reported a 27.4% year-over-year increase in
its net revenue in the second quarter of fiscal year 2022. This
marks its fifth consecutive quarter of growth and follows a 24.2%
and 22.1% year-over-year improvement in its net revenue in the
first quarter of 2022 and fourth quarter of fiscal year 2021,
respectively. S&P said, "KC's foodservice and retail channels net
revenue rose by 60% year over year in the first half of fiscal year
2022 and we expect it will continue to benefit from strong demand
trends as the foodservice segment experiences a post-pandemic
rebound in away-from-home food consumption and retail is aided by
favorable secular trends, including increased at-home consumption
due to higher levels of remote work. We also expect the mass and
club channels, which performed well during the pandemic, to
continue to deliver good results. The company's revenue from its
mass and club channels was up 3% in the first half of fiscal year
2022 and 57% higher than in the first half of 2019."
S&P said, "We expect KC's price increases, higher volumes, and good
channel and product mix to offset its elevated ingredient and
freight costs. The company's S&P Global Ratings-adjusted EBITDA
margin improved to 11.7% for the 12-months ended March 31, 2022,
from 4.2% for the same period in 2021. However, its S&P Global
Ratings-adjusted EBITDA margin contracted by 320 basis points (bps)
year over year in the second quarter of fiscal year 2022 due to
higher ingredient, freight, labor, and overhead costs. The company
implemented another round of price increases in April to offset
these inflationary costs in their entirety. Therefore, we
anticipate it will benefit from a sequential improvement in its
margins and expect it to capture the full benefit of its price
increases in its fiscal-year 2023 results.
"Although we forecast its S&P Global Ratings-adjusted gross margin
will contract by 80 bps in fiscal year 2022 because of continuing
cost increases and the lag in realizing the benefits from its
incremental pricing actions, lower manufacturing overhead as a
percentage of its net revenue and the roll-off of certain
non-recurring costs more than offset the drop in its margin.
Therefore, we expect KC's S&P Global Ratings-adjusted EBITDA margin
to expand by about 80 basis points in fiscal year 2022. We also
forecast its S&P Global Ratings-adjusted gross margins will recover
starting in 2023 as it benefits from the annualization of its price
increases and its inflation and freight costs begin to ease."
The company's operating cash flow weakened in the first half of
fiscal year 2022 due to its strategic investments in its inventory
and suppliers to maintain high customer service levels. KC's cash
flow from operations during the first half of fiscal year 2022
declined to $6.7 million from $12.9 million for the same period
last year. The company's cash flow from operations declined due to
a $13.2 million working capital use to support its higher inventory
levels and shorter payment terms to its suppliers, given rising
input costs, longer lead times, and tight supply chain capacity.
S&P said, "We expect the company will generate break-even free
operating cash flow (FOCF; cash flow from operations less capital
expenditure) in fiscal year 2022. We also believe KC's FOCF will
rebound in fiscal year 2023 on its ongoing expansion and improving
profitability."
The company's portfolio would likely perform reasonably well during
an economic downturn. S&P said, "We expect KC will continue to
perform through the weakening macroeconomic environment as its
largely private-label product mix benefits from consumers trading
down to save money. Fresh soups are an affordable food staple and
consumers are not likely to shift away from shelf stable soups
unless there is a severe recession, given their preference for the
product's fresh food convenience and higher nutritional value
compared with canned substitutes. We anticipate KC's mass, club,
and retail channels (approximately 68% of its net sales) will
continue to perform well through a weaker macroeconomic
environment." The foodservice (about 26% of net sales) and meal
kits (3% of net sales) segments could face lower demand, though its
sales in the foodservice channel are still significantly below
their pre-pandemic levels.
The stable outlook on KC Culinarte reflects our expectation for a
continued improvement in its profitability and EBITDA generation
despite higher inflation and supply chain challenges. This will
likely allow the company to reduce its leverage closer to 8x and
improve its EBITDA interest coverage above 1.5x over the next 12 to
18 months.
While unlikely in the next 12 months, S&P could raise its ratings
on KC if its performs better than it expects, sustains Global
Ratings-adjusted leverage of below 6.5x, improves its
profitability, and restores its operating cash flow after its
seasonal build. S&P believes this could occur if:
-- The company offsets rising ingredient and freight costs;
-- It continues to improve its operating efficiencies as its sales
growth rebounds; and
-- Its demand remains robust, enabling sustained sales and
profitability growth.
S&P could lower its ratings if KC's operating rebound stalls and
its EBITDA interest coverage approaches 1.25x, which would indicate
that its capital structure may become unsustainable. This could
occur if:
-- The company cannot offset rising ingredient and freight costs
through continued pricing and operating efficiencies;
-- It experiences additional operational or supply chain
disruptions that compromise its ability to unwind its working
capital during its peak collection cycles;
-- Consumer demand falls due to weak macroeconomic conditions or
increased competition; or
-- KC engages in large debt-financed acquisitions or other
shareholder distributions.
ESG credit indicators: To E-2, S-2, G-3; From E-2, S-3, G-3
S&P said, "We revised our social assessment score on KC to 'S-2'
from 'S-3' because the pandemic-driven closures of hot soup wells
and restaurants have subsided. 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 its corporate decision-making that prioritizes
the interests of its controlling owners, which is in line with our
view of the majority of rated entities owned by private-equity
sponsors."
KOSMOS ENERGY: All Three Proposals Passed at Annual Meeting
-----------------------------------------------------------
Kosmos Energy Ltd. held its 2022 Annual Meeting of Stockholders at
which its stockholders:
(1) elected Steven M. Sterin and Roy A. Franklin as directors;
(2) ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2022 and authorized the Company's Audit
Committee of the Board of Directors to determine their
remuneration; and
(3) approved the compensation of the Company's named executive
officers.
About Kosmos Energy
Kosmos is a full-cycle deepwater independent oil and gas
exploration and production company focused along the Atlantic
Margins. The Company's key assets include production offshore
Ghana, Equatorial Guinea and the U.S. Gulf of Mexico, as well as a
world-class gas development offshore Mauritania and Senegal. The
Company also maintains a sustainable proven basin exploration
program in Equatorial Guinea, Ghana and the U.S. Gulf of Mexico.
Kosmos is listed on the NYSE and LSE and is traded under the ticker
symbol KOS.
Kosmos reported a net loss of $77.84 million in 2021, a net loss of
$411.59 million in 2020, a net loss of $55.78 million in 2019, a
net loss of $93.99 million in 2018, and a net loss of $222.79
million in 2017. As of March 31, 2022, the Company had $5.02
billion in total assets, $933.11 million in total current
liabilities, $3.55 billion in total long-term liabilities, and
$536.32 million in total stockholders' equity.
LARRY SPIER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Larry Spier Music LLC
66 Summit Road
Port Washington, NY 11050
Business Description: Larry Spier Music LLC is an independent
music publishing company.
Chapter 11 Petition Date: June 14, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 22-71418
Judge: Hon. Robert E. Grossman
Debtor's Counsel: Howard P. Magaliff, Esq.
RICH MICHAELSON MAGALIFF, LLP
335 Madison Avenue
9th Floor
New York, NY 10017
Tel: 646-453-7851
Fax: 212-913-9642
Email: hmagaliff@r3mlaw.com
Total Assets: $1,286
Total Liabilities: $1,467,025
The petition was signed by Mark Spier as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/W7SXI4I/Larry_Spier_Music_LLC__nyebke-22-71418__0001.0.pdf?mcid=tGE4TAMA
LATAM AIRLINES: To Get $2.75B in New Loans for Bankruptcy Exit
--------------------------------------------------------------
LATAM Airlines announced June 11, 2022, that after carrying out an
exhaustive search process for the best available conditions for its
financing to exit the Chapter 11 process, LATAM has signed debt
commitment letters with various financial entities, which
represents a sign of market confidence in LATAM, and allows the
group to take a further step towards emerging from the Chapter 11
process during the second half of 2022 with a solid financial
structure.
The exit financing is part of the restructuring contemplated in the
Reorganization Plan and considers new debt of US$2.250 billion, and
a new revolving credit facility for US$500 million, and is subject
to the approval of the United States Court. The financial entities
with which the commitment letters were signed are: JPMorgan Chase
Bank, N.A., Goldman Sachs Lending Partners LLC, Barclays Bank PLC,
BNP Paribas, BNP Paribas Securities Corp., and Natixis, New York
Branch.
"This commitment secures us the full amount of financing required
to complete our restructuring plan and, very importantly, with a
degree of flexibility that allows us to optimize existing market
conditions. The US$2.25 billion of debt is in addition to the
US$5.4 billion of equity we secured in January of this year. This
is another important step towards emerging from Chapter 11 as a
strengthened airline group," said LATAM Airlines CEO Roberto Alvo.
The exit financing commitment letters also provide for US$1,172
million in financing to be provided during the life of the Chapter
11 process (i.e., prior to exit) in the form of a
debtor-in-possession (DIP) financing with a lower repayment
preference than the exit financing ("Junior DIP Financing"). The
financial institutions with which the commitment letter for the
Junior DIP Financing was entered into are: Delta Air Lines, Inc,
Lozuy S.A., Costa Verde Aeronáutica S.A., QA Investments Limited,
and members of LATAM's ad hoc group of creditors represented by
Evercore.
The Exit Financing has been structured as a debtor-in-possession
(DIP) financing to be provided during the Chapter 11 process.
Notwithstanding the foregoing, and unlike the DIP Financing
currently in place (the "Existing DIP Financing"), it has been
structured so that, subject to the satisfaction of certain
conditions customary in this type of transaction, it will remain in
place after LATAM's emergence from the Chapter 11 process.
Accordingly, to the extent such conditions are met, on the exit
date from the Chapter 11 process, the Exit Financing will
automatically convert into a financing that will remain in place
thereafter. This does not apply with respect to Junior DIP
Financing, which must be fully repaid prior to the exit from the
Chapter 11 Proceeding.
The proceeds from the Exit Financing and the Junior DIP Financing
will be used in part to repay the Existing DIP Financing in full
during the Chapter 11 process.
The exit financing has been structured as follows:
* US$500 million Exit Revolving Facility, which will accrue
interest at LATAM's election, either: (i) ABR plus an applicable
margin of 3.00%; or (ii) SOFR rate plus an applicable margin of
4.00%.
* US$750 million Term B Loan Facility, which will accrue interest
at LATAM's choice, either: (i) ABR plus an applicable margin to be
determined at time of allocation thereof; or (ii) SOFR rate plus an
applicable margin to be determined at time of allocation thereof.
* US$750 million Bridge to 5Y Notes Facility Proposal
* US$750 million Bridge to 7Y Notes Facility Proposal
The interest rate for the bridge loans indicated above will be
determined based on market conditions available at the time of
closing, subject in all cases to certain limits established in the
financing commitment letters.
LATAM is awaiting the ruling of the United States Court regarding
its Reorganization Plan, which has substantial support from the
creditors that represent close to 90% of the LATAM Parent unsecured
claims. This was reinforced after having reached an agreement with
the holders of bonds issued in Chile (including those represented
by Banco Estado), the Official Committee of Valista Creditors
(UCC), the Ad Hoc group of LATAM surety creditors (led by Sixth
Street, Strategic Value Partners and Sculptor Capital) and the main
shareholders of the group (Delta Air Lines, Qatar Airways, Grupo
Cueto).
About LATAM Airlines Group
LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise. It is the largest passenger airline in South
America.
Before the onset of the COVID-19 pandemic, LATAM offered passenger
transport services to 145 different destinations in 26 countries,
including domestic flights in Argentina, Brazil, Chile, Colombia,
Ecuador and Peru, and international services within Latin America
as well as to Europe, the United States, the Caribbean, Oceania,
Asia and Africa.
LATAM and its 28 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in
Chile, Peru, Colombia, Ecuador and the United States are part of
the Chapter 11 filing.
The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.
The Hon. James L. Garrity, Jr., is the case judge.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel, FTI Consulting as restructuring advisor, Lee
Brock Camargo Advogados as local Brazilian litigation counsel, and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel. The Boston Consulting Group, Inc. and The Boston
Consulting Group UK LLP serve as the Debtors' strategic advisors.
Prime Clerk LLC is the claims agent.
The official committee of unsecured creditors formed in the case
tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters
Jureller Southard & Stevens, LLP as conflicts counsel, UBS
Securities LLC as investment banker, and Conway MacKenzie, LLC as
financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is
the committee's Brazilian counsel.
The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as
counsel.
Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew
Glenn and partner Shai Schmidt, has been retained as counsel to the
Ad Hoc Committee of Shareholders.
LIGHT & WONDER: All Three Proposals Passed at Annual Meeting
------------------------------------------------------------
Light & Wonder, Inc. held its annual meeting of stockholders at
which the stockholders:
(1) elected Jamie R. Odell, Barry L. Cottle, Antonia Korsanos,
Hamish R. McLennan, Michael J. Regan, Virginia E. Shanks, Timothy
Throsby, Maria T. Vullo, and Kneeland C. Youngblood as directors to
serve for the ensuing year and until their respective successors
are duly elected and qualified;
(2) approved, on an advisory basis, of the compensation of the
Company's Named Executive Officers;
(3) ratified the appointment of Deloitte & Touche LLP as the
Company's Independent Registered Public Accounting Firm for the
Fiscal Year Ended Dec. 31, 2022.
About Light & Wonder
Scientific Games Corporation, doing business as Light & Wonder,
operates a cross-platform games and entertainment business. The
Company brings together over 5,600 employees from six continents to
connect content between land-based and digital channels.
Scientific Games reported net income of $390 million for the year
ended Dec. 31, 2021, a net loss of $548 million for the year ended
Dec. 31, 2020, a net loss of $118 million for the year ended Dec.
31, 2019, and a net loss of $352 million for the year ended Dec.
31, 2018. As of March 31, 2022, the Company had $7.95 billion in
total assets, $10.09 billion in total liabilities, and a total
stockholders' deficit of $2.14 billion.
LTL MANAGEMENT: Talc Claimants Seek to Lift Injunction
------------------------------------------------------
Amanda Bronstad of Law.com reports that the Official Committee of
Talc Claimants, or TCC, sought to lift U.S. Bankruptcy Chief Judge
Michael Kaplan's order granting a preliminary injunction on all
38,000 talcum powder cases. A hearing is Tuesday, June 15, 2022.
Plaintiffs' lawyers have moved to lift the bankruptcy stay on
lawsuits over Johnson & Johnson's baby powder after a judge floated
the idea of trials, which might get the parties closer to a
settlement.
Johnson & Johnson subsidiary LTL Management, which filed the
Chapter 11 case, opposed trials, suggesting instead an estimation
hearing to calculate the aggregate value of the claims.
Andy Birchfield, a principal at Beasley Allen who has a client on
the TCC, said about 150 to 200 cases could be considered for
possible trials.
U.S. Bankruptcy Chief Judge Michael Kaplan of the District of New
Jersey, who is overseeing the Chapter 11 filing of Johnson &
Johnson subsidiary LTL Management in New Jersey, told lawyers at a
May 24, 2022 status hearing that, after speaking to one of the
mediators, "We are, it's fair to say, not as far along as he would
have liked."
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee
for Regions 3 and 9 reconstituted the talc claimants' committee and
appointed two separate committees: (i) the official committee of
talc claimants I, which represents ovarian cancer claimants, and
(ii) the official committee of talc claimants II, which represents
mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
About Johnson & Johnson
Johnson & Johnson is an American multinational corporation founded
in 1886 that develops medical devices, pharmaceuticals, and
consumer packaged goods. It is the world's largest and most
broadly based healthcare company.
Johnson & Johnson is headquartered in New Brunswick, New Jersey,
the consumer division being located in Skillman, New Jersey. The
corporation includes some 250 subsidiary companies with operations
in 60 countries and products sold in over 175 countries.
The corporation had worldwide sales of $82.6 billion in 2020.
MALLINCKRODT PLC: Expects to Emerge from Chapter 11 in Coming Days
------------------------------------------------------------------
Mallinckrodt plc on June 13 disclosed that it expects to complete
its reorganization process, emerge from Chapter 11 and complete the
Irish Examinership proceedings in the coming days.
On the effective date of emergence, all of Mallinckrodt's existing
ordinary shares will be cancelled pursuant to the Company's Plan of
Reorganization (the "Plan") and the Irish Scheme of Arrangement
(the "Scheme"). Mallinckrodt expects to issue at emergence
13,170,932 new ordinary shares to its guaranteed unsecured
noteholders in accordance with the provisions of the Plan and the
Scheme.
In accordance with the Plan, Mallinckrodt also expects to issue at
emergence to the opioid claimants 3,290,675 warrants, with a strike
price of $103.40, and to adopt at emergence a management incentive
plan providing for the issuance to management, key employees and
directors of the Company of equity awards with respect to up to an
aggregate of 1,829,068 shares. Mallinckrodt's new shares are
anticipated to trade over-the-counter until such time as the
Company relists on a national securities exchange.
Advisors
Latham & Watkins LLP; Wachtell, Lipton, Rosen & Katz; Arthur Cox
LLP; Arnold & Porter; Ropes & Gray LLP; and Hogan Lovells served as
Mallinckrodt's counsel. Guggenheim Securities, LLC served as
investment banker and AlixPartners LLP served as restructuring
advisor to Mallinckrodt.
About Mallinckrodt PLC
Mallinckrodt (OTCMKTS: MNKKQ) -- 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.
MAXUS ENERGY: Says Few Facts Are in Question in $14-Bil. Suit
-------------------------------------------------------------
Vince Sullivan of Law360 reports that the liquidating trust created
under the Chapter 11 plan of Maxus Energy told a Delaware
bankruptcy judge Monday, June 13, 2022 that there are few factual
disputes between the company and its parent YPF SA, so it should be
granted summary judgment in the fight over up to $14 billion in
environmental liabilities.
During the livestreamed hearing, Maxus Energy Corp. trust attorney
J. Christopher Shore of White & Case LLP said both Maxus and YPF
agree on many of the facts surrounding a series of transactions
undertaken by YPF before Maxus filed for bankruptcy, transactions
the debtor says were fraudulent transfers of assets.
About Maxus Energy Corporation
Maxus Energy Corporation and four of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del. Lead Case No. 16-11501) on June 17, 2016. The Debtors engaged
Young Conaway Stargatt & Taylor, LLP, as local counsel, Morrison &
Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC, as
financial advisor and Prime Clerk LLC as claims and noticing
agent.
The Debtors hired Keen-Summit Capital Partners LLC as real estate
broker. The Debtors also engaged Hilco Steambank to market and sell
their internet protocol numbers and other internet number
resources, and EnergyNet.com to market and sell the Debtors'
rights, title, and interest in and to the oil and gas properties.
On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors. The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research
Group, LLC, serves as financial advisor for the Committee.
Andrew Vara, acting U.S. Trustee for Region 3, appointed the
following to a committee of retirees: John Leslie Jackson, Sr.,
Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee
retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby &
Geddes, P.A., as co-counsel.
MJARDIN GROUP: Has CCAA Initial Order; Receiver KSV Named Monitor
-----------------------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) ("Court")
made an Order ("Receivership Order") appointing KSV Restructuring
Inc. ("KSV") as the receiver and manager ("Receiver") of the
assets, undertakings and properties of MJardin Group, Inc.
("MJar"), Growforce Holdings Inc., 8586985 Canada Corporation, and
Highgrade MMJ Corporation (collectively, "Companies"), excluding
certain excluded assets as specified in the Receivership Order.
Following the Receiver's review of restructuring options, the
Companies' senior ranking secured creditor, Bridging Finance Inc.
("Bridging"), by its receiver and manager PricewaterhouseCoopers
Inc., brought an application to the Court for an initial order
("Initial Order") under the Companies' Creditors Arrangement Act
("CCAA") ("CCAA Proceedings") to grant the Companies protection
under the CCAA.
On June 2, 2022, the receivership proceedings of MJar were
terminated and the Companies were granted protection under the CCAA
pursuant to the Initial Order and KSV was appointed as the CCAA
monitor ("Monitor").
Pursuant to the Initial Order, there is a stay of proceedings until
June 10, 2022, which may be extended by the Court from
time-to-time. A motion was scheduled to be heard on June 9, 2022,
for an order to extend the stay of proceedings to September 9, 2022
("Comeback Motion"). A copy of this order, if issued, will be
available on the Monitor's website at
https://www.ksvadvisory.com/experience/case/mjardin-group-inc. The
Monitor also intends to post a notice on its website regarding the
extension immediately following the Comeback Motion.
The Initial Order, inter alia:
a) granted a stay of proceedings until June 10, 2022;
b) approved the terms of a debtor-in-possession loan facility
("DIP Facility") to be made available by Bridging, as DIP
lender (the “DIP Lender”), in the initial maximum principal
amount of $250,000 pursuant to a debtor-in-possession financing
term sheet dated June 1, 2022;
c) granted a charge:
i) to the maximum amount of $100,000 on all of the Debtors'
current and future assets, property and undertaking
("Property") to secure the fees and disbursements of
the Monitor and its counsel, Goodmans LLP ("Goodmans");
ii) to the maximum amount of $250,000 (plus accrued and unpaid
interest, fees and expenses) on the Property in favour
of the DIP Lender to secure advances to the Debtors made
under the DIP Facility until June 10, 2022 ("DIP Charge");
and
iii) to the maximum amount of $355,000 on the Property in favour
of the directors and officers of the Debtors ("D&O Charge").
3. The Court has set June 9, 2022 as the date for the comeback
motion in these proceedings ("Comeback Motion").
4. The principal purpose of the CCAA proceedings is to create
a stabilized environment and allow Howards Capital Corp.
("HCC"), the proposed Chief Restructuring Officer ("CRO") of
the Debtors, under the supervision of the Monitor, to implement
an operational restructuring of the Debtors' business and
ultimately a restructuring transaction that will preserve and
maximize value for the benefit of the Debtors' stakeholders.
Pursuant to the terms of the Initial Order, a DIP Charge to a
maximum initial amount of $250,000 was granted to secure advances
made under the DIP Facility from the date of the Initial Order to
the Comeback Motion. As at the date of this Report, no advances
have been made under the DIP Facility.
The Cash Flow Forecast reflects that the Debtors will have
sufficient liquidity to operate their business until Sept. 9, 2022
provided the authorized borrowings under the DIP Term Sheet and the
DIP Charge are increased from $250,000 to $2 million.
Lawyers for KSV Restructuring Inc., in its capacity as
Court-appointed Receiver and proposed Monitor:
Goodmans LLP
Attn: Christopher Armstrong
Andrew Harmes
Brennan Caldwell
333 Bay Street
Suite 3400
Toronto, Canada M5H 2S7
Tel: (416) 979-2211
Fax: (416) 979-1234
Email: carmstrong@goodmans.ca
aharmes@goodmans.ca
bcaldwell@goodmans.ca
Lawyers for the PricewaterhouseCoopers Inc.
Thornton Grout Finnigan LLP
TD West Tower
Toronto-Dominion Centre
100 Wellington Street West, Suite 3200
Toronto, ON M5K 1K7
Fax: (416) 304-1313
Rebecca L. Kennedy
Tel: (416) 304-0603
Email: rkennedy@tgf.ca
Adam Driedger
Tel: (416) 304-1152
Email: adriedger@tgf.ca
MJar -- https://www.mjardin.com/ -- is a corporation incorporated
under the laws of the Province of Ontario. Prior to being delisted
shortly following the granting of the Receivership Order and a
cease trade order being issued by the Ontario Securities Commission
on May 6, 2022, MJar’s shares were traded publicly since 2018 on
the Canadian Securities Exchange under the ticker symbol "MJAR".
The MJar Group is primarily a cannabis cultivation company. MJar
is the ultimate parent company of the MJar Group, which consists of
subsidiaries based out of Canada and the U.S.
MULLEN AUTOMOTIVE: COO to Retire on June 30
-------------------------------------------
Jerry Alban notified Mullen Automotive Inc. that he will be
retiring effective June 30, 2022. Accordingly, he will no longer
be chief operating officer or a member of the board of directors of
the Company as of the Effective Date. Mr. Alban's decision to
retire was not the result of any dispute or disagreement with the
Company on any matter relating to the Company's operation, policies
(including accounting or financial policies) or practices,
according to a Form 8-K filed with the Securities and Exchange
Commission.
On June 9, 2022, the board of directors of the Company appointed
Ignacio Novoa as a director effective as of the Effective Date.
Mr. Novoa will receive the compensation for non-employee
directors.
The Company and Mr. Novoa entered into a one year Consulting
Agreement, dated Jan. 12, 2022, whereby Mr. Novoa provides electric
vehicle market research, analysis of market trends in the electric
vehicle industry and other research and services. Mr. Novoa was
issued an aggregate of 255,500 shares of Common Stock pursuant to
the terms of the Consulting Agreement. Other than as described
above, Mr. Novoa does not have a direct or indirect material
interest in any "related party" transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K. There are no
family relationships between Mr. Novoa and any director or
executive officer of the Company.
About Mullen
Mullen Automotive Inc. (fka Net Element Inc.) is an electronic
vehicle (EV) manufacturer. The Company operated as the EV division
of Mullen Technologies, Inc. until Nov. 5, 2021, at which time the
Company underwent a capitalization and corporate
reorganization by way of a spin-off by MTI to its shareholders,
followed by a reverse merger with and into Net Element, Inc.
Mullen Automotive reported a net loss of $44.24 million for the
year ended Sept. 30, 2021, compared to a net loss of $30.18 million
for the year ended Sept. 30, 2020. As of Dec. 31, 2021, the Company
had $45.41 million in total assets, $55.90 million in total
liabilities, and a total deficiency in stockholders' equity of
$10.49 million. As of March 31, 2022, the Company had $105.21
million in total assets, $55.65 million in total liabilities, and
$49.56 million in total stockholders' equity.
Fort Lauderdale, Florida-based Daszkal Bolton LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated Dec. 29, 2021, citing that the Company has sustained
net losses, has indebtedness in default, and has liabilities in
excess of assets, which raise substantial doubt about its ability
to continue as a going concern.
MY2011 GRAND: June 27 Plan Confirmation Hearing Set
---------------------------------------------------
On June 12, 2022, My 2011 Grand LLC and S&B Monsey LLC filed with
the U.S. Bankruptcy Court for the Southern District of New York a
Fifth Amended Joint Disclosure Statement describing Fifth Amended
Joint Plan of Reorganization.
On June 13, 2022, Judge Robert D. Drain approved the Disclosure
Statement and ordered that:
* June 24, 2022 at 5:00 p.m. is fixed as the last day for
submitting written acceptances or rejections to the Plan.
* June 27, 2022, at 10:00 a.m. is fixed as the date and time
for a remotely held hearing on the Debtor's request for
confirmation of the Plan.
* June 24, 2022 at 5:00 p.m. is fixed as the last day for
filing and serving written objections to the Debtors' request
confirmation of the Plan.
A full-text copy of the order dated June 13, 2022, is available at
https://bit.ly/3O7FrOG from PacerMonitor.com at no charge.
Attorneys for the Debtors:
Mark Frankel
Backenroth Frankel & Krinsky, LLP
800 Third Avenue, Floor 11
New York, New York 10022
Tel: (212) 593-1100
About MY 2011 Grand LLC
MY2011 Grand has an equitable interest in Grand Living LLC II, the
Mezz owner of Grand Living LLC, the owner of the property located
at 227 Grand Street Brooklyn, NY 11211. The current value of the
Debtor's interest is $12.80 million.
S & B Monsey has an equitable interest in Grand Living LLC II, the
Mezz owner of Grand Living LLC, the owner of the property located
at 227 Grand Street Brooklyn, NY 11211. The current value of the
Debtor's interest is $13.2 million.
MY 2011 Grand LLC and S & B Monsey filed voluntary petitions under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No.19-23957) on Nov. 6, 2019. The petitions were signed by David
Goldwasser, authorized signatory of GC Realty Advisors.
At the time of filing, MY2011 Grand and S & B Monsey each estimated
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.
The Debtors are represented by Mark A. Frankel, Esq. at Backenroth
Frankel & Krinsky, LLP, as counsel.
MY2011 GRAND: Unsecured Creditors to be Paid in Full in Plan
------------------------------------------------------------
My 2011 Grand LLC and S&B Monsey LLC submitted a Fifth Amended
Joint Disclosure Statement describing Fifth Amended Joint Plan of
Reorganization dated June 12, 2022.
My2011 owns a 31.75% membership interest in Grand Living LLC II.
Monsey owns a 33% membership interest in Grand Living LLC II. All
Year Holdings Limited ("All Year"), an entity that was controlled
by Yoel Goldman ("Goldman") on the Petition Date, holds the
remaining 35.25% membership interest in Grand Living LLC II. Grand
Living LLC II is the sole member of Grand Living LLC ("Grand
Living").
227 Grand Street Mezz Lender LLC ("Mezz Lender") asserted a joint
and several claim in the amount of $15,076,200 as of March 31, 2022
against the Debtors secured by their respective membership
interests (the "Membership Interests") in Grand Living LLC II
("Mezz Loan"). The Debtors vigorously disputed the Mezz Lender's
claim. The Debtors asserted that the principal amount of the loan
was in the amount of $7.2 million. $1.5 million (or 20.8%) of the
Mezz Loan was advanced by a family member of the one of the
Debtors' principals.
Based on a February 18, 2021 appraisal, the Debtors estimate that
the value of the Property is $42 million. The Property mortgage is
currently approximately $18,920,000 ("Property Mortgage"). The net
equity in the Property is approximately $23,080,000. MY2011's
31.75% share of the net equity has a $7,327,900 value. Monsey's 33%
share has a $7,616,400 value for a total value of $14,944,300.
The Court entered an order approving the settlement with AYHL on
October 25, 2021. AYHL has made a motion to compel compliance with
the settlement which is scheduled to be heard on June 27, 2022.
The resolution of the Goldman Claims made the potential settlement
of the Mezz Lender Claims possible. Ultimately, the Debtors
contend that they settled with Mezz Lender on the terms set forth
in a stipulation. Under the proposed settlement, Mezz Lender must
be paid $10,800,000 no later than July 15, 2022. The Mezz Lender
contends that it has neither signed the proposed settlement nor
accepted it and reserves all of its rights.
Ultimately, the Debtors contend that they settled with Moore Mezz
Lender on the terms set forth in the proposed stipulation. Under
the proposed settlement, Moore Mezz Lender must be paid $750,000 no
later than July 15, 2022. Moore Mezz Lender has neither signed the
proposed stipulation nor accepted it, and reserves all of its
rights.
On April 11, 2022, 227 Grand Street Mezz Lender LLC filed a motion
for an order converting the Debtors' cases to Chapter 7 liquidation
cases. The hearing on the motion is scheduled for June 27, 2022.
MY 2011 Class 1 227 Grand Street Mezz Lender LLC. 227 Grand Street
Mezz Lender LLC holds the Mezz Loan, consisting of a note and
security interest in the Membership Interests. As of March 31,
2022, 227 Grand Mezz Lender LLC asserts that $15,076,200 is due
from MY 2011 and Monsey, jointly and severally. The 227 Grand Mezz
Lender LLC proposed stipulation. Among other things, on or before
July 15, 2022, the Debtors shall pay 227 Grand Mezz Lender LLC
$10,800,000, subject to the Debtors' agreement with the estate of
Abraham Schwarzman to waive payment of 20.8% of the Class 1 Claim.
MY 2011 Class 3 General Unsecured Claims. Allowed General
Unsecured Claims are projected to total $38,000. Payment in full in
Cash of Allowed Amount on the Effective Date, plus interest at the
applicable Legal Rate as it accrues from the Petition Date through
the date of payment. This Class is Unimpaired and deemed to have
accepted the Planhave accepted the Plan.
Monsey Class 1 consists of 227 Grand Street Mezz Lender LLC Claim.
227 Grand Street Mezz Lender LLC holds the Mezz Loan, consisting of
a note and security interest in the Membership Interests. As of
March 31, 2022, 227 Grand Mezz Lender LLC asserts that $15,076,200
is due from MY 2011 and Monsey, jointly and severally. The 227
Grand Mezz Lender LLC proposed stipulation. Among other things, on
or before July 15, 2022, the Debtors shall pay 227 Grand Mezz
Lender LLC $10,800,000, subject to the Debtors' agreement with the
estate of Abraham Schwarzman to waive payment of 20.8% of the Class
1 Claim.
Monsey Class 2 consists of 215 Moore Street Mezzanine Lender LLC
Claim. 215 Moore Street Mezzanine Lender LLC asserts a note claim
and subordinate security interest in the Moore membership interests
previously owned by Monsey. As of December 23, 2021, the Claimant
asserts that $26,337,212.43 is due from Monsey. The 215 Moore
Street Mezzanine Lender LLC proposed stipulation. Among other
things, on or before July 15, 2022, the Debtors shall pay 215 Moore
Street Mezzanine Lender LLC $750,000.
Monsey Class 4 General Unsecured Claims. General Unsecured Claims
Allowed General Unsecured Claims are projected to total $122,000.
Payment in full in Cash of Allowed Amount on the Effective Date,
plus interest at the applicable Legal Rate as it accrues from the
Petition Date through the date of payment. This Class is Unimpaired
and deemed to have accepted the Plan.
The Plan shall be funded from the proceeds of the SME financing
pursuant to the term sheet. Administrative Claims, Priority Claims,
if any, and statutory fees to the Office of the United States due
on the Effective Date shall be paid either from the proceeds of
refinancing or funds to be contributed by the Interest Holders if
necessary.
A full-text copy of the Fifth Amended Disclosure Statement dated
June 12, 2022, is available at https://bit.ly/39ySXfr from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
Mark Frankel
Backenroth Frankel & Krinsky, LLP
800 Third Avenue, Floor 11
New York, New York 10022
Tel: (212) 593-1100
About MY 2011 Grand LLC
MY2011 Grand has an equitable interest in Grand Living LLC II, the
Mezz owner of Grand Living LLC, the owner of the property located
at 227 Grand Street Brooklyn, NY 11211. The current value of the
Debtor's interest is $12.80 million.
S & B Monsey has an equitable interest in Grand Living LLC II, the
Mezz owner of Grand Living LLC, the owner of the property located
at 227 Grand Street Brooklyn, NY 11211. The current value of the
Debtor's interest is $13.2 million.
MY 2011 Grand LLC and S & B Monsey filed voluntary petitions under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No.19-23957) on Nov. 6, 2019. The petitions were signed by David
Goldwasser, authorized signatory of GC Realty Advisors.
At the time of filing, MY2011 Grand and S & B Monsey each estimated
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.
The Debtors are represented by Mark A. Frankel, Esq. at Backenroth
Frankel & Krinsky, LLP, as counsel.
MYOMO INC: Two Proposals Approved at Annual Meeting
---------------------------------------------------
Myomo, Inc. held its Annual Meeting of Stockholders at which the
stockholders elected Amy Knapp as a Class II director of the
Company to serve for a three-year term expiring at the Company's
annual meeting of stockholders in 2025 and until her successor has
been elected and qualified.
The stockholders also ratified the appointment of Marcum US LLP as
the Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2022.
About Myomo
Headquartered in Cambridge, Massachusetts, Myomo, Inc. --
http://www.myomo.com-- is a wearable medical robotics company
that
offers expanded mobility for those suffering from
neurologicaldisorders and upper limb paralysis. Myomo develops and
markets the MyoPro product line. MyoPro is a powered upper limb
orthosis designed to support the arm and restore function to the
weakened or paralyzed arms of patients suffering from CVA stroke,
brachial plexus injury, traumatic brain or spinal cord injury, ALS
or other neuromuscular disease or injury.
Myomo reported a net loss of $10.37 million for the year ended Dec.
31, 2021, a net loss of $11.56 million for the year ended Dec. 31,
2020, a net loss of $10.71 million for the year ended Dec. 31,
2019, and a net loss of $10.32 million for the year ended Dec. 31,
2018. As of March 31, 2022, the Company had $17.98 million in
total assets, $5.11 million in total liabilities, and $12.87
million in total stockholders' equity.
NATIONAL RIFLE: Court Dismisses Counterclaims Against NYAG
----------------------------------------------------------
Vince Sullivan of Law360 reports that a New York Supreme Court
judge dismissed the National Rifle Association's counterclaims
accusing the state's attorney general of commencing a retaliatory,
politically driven investigation of the organization, finding the
probe into its finances was based on supportable allegations of
fraud.
Justice Joel M. Cohen issued his decision Friday, June 10, 2022,
determining the NRA's counterclaims were not supported beyond bare
allegations of retaliation against New York Attorney General
Letitia James, and that James's complaint was backed by the results
of her investigation into the organization's leadership.
About National Rifle Association
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, the National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP
and AlixPartners, LLP serve as the committee's legal counsel and
financial advisor, respectively.
* * *
Following a 12-day trial, U.S. Bankruptcy Judge Harlin D. Hale
dismissed the National Rifle Association's Chapter 11 case Tuesday,
May 11, 2021, after finding the group filed its petition in bad
faith in order to gain advantage in litigation brought by New
York's attorney general. New York Attorney General Letitia James
sought the dismissal of the case. The judge condemned the NRA's
attempts to avoid accountability, making clear that the
organization's actions were "not an appropriate use of bankruptcy."
NEKTAR THERAPEUTICS: All Four Proposals Approved at Annual Meeting
------------------------------------------------------------------
Nektar Therapeutics held its Annual Meeting of Stockholders at
which the stockholders:
(1) elected Diana M. Brainard and R. Scott Greer as directors to
serve on the board of directors of the Company until the Company's
2025 Annual Meeting of Stockholders;
(2) approved an amendment to the Amended and Restated 2017
Performance Incentive Plan to increase the aggregate number of
shares of Common Stock authorized for issuance thereunder by
5,000,000 shares;
(3) ratified the appointment, by the audit committee of the
Board, of Ernst & Young LLP as the independent registered public
accounting firm for the fiscal year ending Dec. 31, 2022;
(4) approved the compensation of the Company's Named Executive
Officers, on a non-binding advisory basis.
In addition to the directors elected above, Jeff Ajer, Robert B.
Chess, Myriam J. Curet, Karin Eastham, Howard W. Robin and Roy A.
Whitfield continue to serve as directors after the Annual Meeting.
About Nektar Therapeutics
Nektar Therapeutics -- http://www.nektar.com-- is a
biopharmaceutical company with a robust, wholly owned R&D pipeline
of investigational medicines in oncology, immunology, and virology
as well as a portfolio of approved partnered medicines. Nektar is
headquartered in San Francisco, California, with additional
operations in Huntsville, Alabama and Hyderabad, India.
Nektar Therapeutics reported a net loss of $523.84 million for the
year ended Dec. 31, 2021, a net loss of $444.44 million for the
year ended Dec. 31, 2020, and a net loss of $440.67 million for the
year ended Dec. 31, 2019. As of March 31, 2022, the Company had
$1.02 billion in total assets, $416.23 million in total
liabilities, and $607.89 million in total stockholders' equity.
NEONODE INC: Adjourns Annual Meeting of Stockholders Until June 22
------------------------------------------------------------------
Neonode Inc.'s 2022 Annual Meeting of Stockholderss held on June 9,
2022 at 3:00 p.m. local time at Neonode's principal executive
office located at Karlavagen 100, 115 26 Stockholm, Sweden, was
convened and adjourned without any business being conducted, due to
a lack of the required quorum.
The Annual Meeting will reconvene on June 22, 2022 at 3:00 p.m.
local time at Neonode's principal executive office located at
Karlavagen 100, 115 26 Stockholm, Sweden, to provide its
stockholders additional time to vote on the proposals described in
the proxy statement filed with the Securities and Exchange
Commission on April 26, 2022. No changes have been made in the
proposals to be voted on by stockholders at the Annual Meeting.
The record date for determining stockholder eligibility to vote at
the Annual Meeting will remain the close of business on April 19,
2022. Proxies previously submitted will be voted at the Annual
Meeting unless properly revoked, and stockholders who have already
submitted a proxy or otherwise voted need not take any action.
Neonode's Board of Directors unanimously recommends that
stockholders vote "FOR" all proposals and encourages all
stockholders who have not already voted to do so immediately.
About Neonode
Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- provides
advanced optical sensing solutions for contactless touch, touch,
gesture control, and in-cabin monitoring.
Neonode reported a net loss attributable to the company of $6.45
million for the year ended Dec. 31, 2021, a net loss attributable
to the company of $5.61 million for the year ended Dec. 31, 2020,
and a net loss attributable to the Company of $5.30 million for the
year ended Dec. 31, 2019.
NEXTSPORT INC: Scooter Maker Hits Chapter 11 Bankruptcy
-------------------------------------------------------
Nextsport Inc., an Oakland, California-based company that sells
scooters and skateboards, filed for chapter 11 protection in the
Northern District of California.
NEXTSPORT is a privately held Oakland based toy and action sports
company which sells its products both domestically and
internationally.
The Debtor's business over the last 2 years has been disrupted by
both COVID-19 and supply chain issues. The Debtor's products are
manufactured in China and shipped to various locations here in the
United States and abroad. The aforementioned factors negatively
effected NEXTSPORT's business. As a result, NEXTSPORT has fallen
behind with payments to factories in China that it uses to
manufacture its goods. NEXTSPORT has also fallen behind with
payments to warehouse companies, ocean freight companies and
logistics companies that NEXTSPORT uses for both storage and
shipping of its product.
NEXTSPORT is a leading U.S. International toy and action sports
company focused on designing, manufacturing and marketing a wide
range of unique wheeled toys and action sporting good products for
all ages. The company is headquartered in Oakland, California.
Demand for NEXTSPORT's products remains solid and in fact is
improving. New orders and programs are being put in place with
Walmart who is a large component of NEXTSPORT's business.
NEXTSPORT currently has four unique brands, selling in the United
States, Canada, Australia, Europe, United Kingdom at mass retail,
specialty retail and direct to consumers thru Shopify. Its brands
are FUSION Z PRO SCOOTERS, ARCADE, GOMO, and CITY GLIDE.
The Debtor has filed its Chapter 11 bankruptcy in order to obtain
the breathing room necessary to formulate and implement a plan of
reorganization
Chapter 11 Exit Strategy
Through this Chapter 11 case, NEXTSPORT will pursue a multiprong
strategy. NEXTSPORT will attempt to generate new and additional
sales, operate through Q4 of 2022 which will encompass its holiday
season and then be in a position to formulate a plan of
reorganization. In addition, NEXTSPORT will pursue a capital
infusion. Finally, NEXTSPORT will continue to explore possible
sale of its business and/or exit financing.
First Day Motions
The Debtor has filed five first day motions relating to its
transition into Chapter 11. The Debtor has filed motions to access
postpetition financing, continue its service agreement with
Shopify, use its prepetition bank account, and pay prepetition
payroll.
* * *
According to the petition, the Debtor has 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
July 11, 2022 at 11:30 AM via Tele/Videoconference -
www.canb.uscourts.gov/calendars.
Proofs of claim are due by Oct. 11, 2022.
About Nextsport Inc.
Nextsport Inc. designs, manufactures, and sells the most innovative
human and battery powered wheeled products.
On June 13, 2022, Nextsport filed for chapter 11 protection (Bankr.
N.D. Cal. Case No. 22-40569). In the petition filed by David Lee,
as CEO, Nextsport Inc. estimated assets and liabilities between $10
million and $50 million.
The case is assigned to Honorable Bankruptcy Judge William J.
Lafferty.
Eric A. Nyberg, of Kornfield Nyberg Bendes Kuhner & Little, is the
Debtor's counsel.
NORTH JAX CONCRETE: Case Summary & 19 Unsecured Creditors
---------------------------------------------------------
Debtor: North Jax Concrete and Construction LLC
FKA North Jax Concrete LLC
1932 Dahlia Rd.
Jacksonville, FL 32254
Chapter 11 Petition Date: June 15, 2022
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 22-01206
Debtor's Counsel: Byron W. Wright III, Esq.
BRUNER WRIGHT, P.A.
2810 Remington Green Circle
Tallahassee, FL 32308
Tel: (850) 385-0342
Fax: (850) 270-2441
Email: twright@brunerwright.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John C. Holton III as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 19 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/32LKXYY/North_Jax_Concrete_and_Construction__flmbke-22-01206__0001.0.pdf?mcid=tGE4TAMA
NORTHWEST SENIOR HOUSING: Court Okays Chapter 11 Loan, Rent Escrow
------------------------------------------------------------------
Rick Archer of Law360 reports that a Texas bankruptcy judge on
Friday, June 10, 2022, granted a request by the operator of Dallas'
Edgemere retirement community to take out $10.1 million in Chapter
11 financing, but said it would also have to set aside funds to
make its lease payments.
U.S. Bankruptcy Judge Michelle Larson issued bench rulings allowing
Northwest Senior Housing Corp. to take out the debtor-in-possession
financing from a bond trustee while partially acceding to a
separate request from Edgemere's landlord for measures to ensure
Northwest will pay its rent on the property. Northwest sought
Chapter 11 protection on April 14, 2022 citing nearly $112 million
in debt and decreased occupancy.
About Northwest Senior Housing Corp.
Northwest Senior Housing Corporation, doing business as Edgemere,
is a Texas non-profit corporation and is exempt from federal income
taxation as a charitable organization described under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended.
Northwest Senior Housing Corporation was formed for the purpose of
developing, owning and operating a senior living community now
known as Edgemere.
Northwest Senior Housing Corporation and its affiliates sought
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No.
22-30659) on April 14, 2022. The petitions were signed by Nick
Harshfield, treasurer. At the time of the filing, Northwest Senior
Housing listed $100 million to $500 million in both assets and
liabilities.
Judge Michelle V. Larson oversees the cases.
Polsinelli, PC and FTI Consulting Inc. serve as the Debtors' legal
counsel and business advisor, respectively. Kurtzman Carson
Consultants, LLC, is the Debtors' notice, claims and balloting
agent and administrative advisor.
NOVELIS INC: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' ratings on Novelis Inc., and
its 'BB' rating on the company's senior unsecured notes. At the
same time, S&P revised its recovery rating on the notes to '3' from
'4', to reflect improving recovery prospects on the debt.
The stable outlook primarily reflects S&P's expectation that
Novelis will generate adjusted debt to EBITDA of about 3x over the
next few years as it generates relatively stable earnings and cash
flows that fund the bulk of its high prospective growth-related
capital expenditures.
Novelis can fund high-growth expenditures without pressuring its
balance sheet. S&P expects Novelis will generate credit measures
that are commensurate for the rating over the next several years
despite a material increase in planned capital expenditures
(capex). The company recently announced a US$2.5 billion greenfield
recycling and rolling plant in Alabama, which is by far its largest
to date. This project follows others underway in China (automotive
cold mill), Kentucky (automotive casting), and New York State
(de-bottlenecking and automotive upgrades), among others. In S&P's
view, Novelis has ample capacity to fund high growth investments
without materially weakening its balance sheet. Its adjusted
debt-to-EBITDA (leverage) ratio was 2.7x at fiscal year-end 2022,
which improved year over year from earnings growth and debt
repayment. S&P expects this ratio will be relatively stable over
the next few years and remain below its downside rating threshold
of over 4x.
Novelis achieved its deleveraging objectives, which included the
repayment of secured debt used toward the funding of its
acquisition of Aleris International Inc. It also remains committed
to its net leverage target of 2.5x (which excludes S&P Global
Ratings' adjustments) in the medium term. S&P said, "Novelis
shifted its focus to organic growth and efficiency initiatives, and
we do not envision material acquisitions. The company now expects a
sharp increase in annual capex, which is estimated in the US$1.3
billion-US$1.6 billion range this year and higher in fiscal 2024.
In comparison, its previous peak capex was US$585 million in fiscal
2020. Given this level of largely nondeferrable spending, we now
view the company's credit measures as more sensitive to
lower-than-expected earnings and cash flow."
S&P said, "However, we expect Novelis will generate favorable
levels of cash flow and profitability over the next several years.
We estimate its EBITDA in the low-US$2 billion area in fiscal years
2023 and 2024 (a modest increase), with cash flows sufficient to
fund the bulk of its capex over this period. We assume positive
supply/demand fundamentals in Novelis' core end markets will
support continuing favorable realized prices and steady shipment
growth for the company despite growing macroeconomic risks.
Beverage cans account for the largest share of its rolled aluminum
shipments, which we expect will remain resilient to slowing GDP
trends. In addition, shipment growth from its higher-margin
automotive business, which has performed well despite semiconductor
shortages, should also benefit earnings. High energy costs and
supply-chain headwinds (particularly in Europe) remain key
headwinds, but we do not expect they will lead to earnings and cash
flow deterioration.
"Large investments are indicative of favorable long-term
fundamentals in the company's core markets. We believe the Alabama
plant investment is indicative of strong aluminum beverage can
market conditions that should persist and support longer-term
earnings and cash flow growth at Novelis. Can demand has
outstripped supply in North America, notably due to sustainability
considerations, and has contributed to material price increases.
The company will add 600 kilotonnes (kt) of finished aluminum goods
capacity annually (about 15% of fiscal 2021 shipments) on plant
completion in mid-2025 and can sheet will account for more than
half of the new capacity. Novelis has agreements for 50% of its
capacity and expects to be fully contracted before the plant goes
into service. The added recycling capacity from the plant should
also enhance profitability from reduced reliance on primary
aluminum (which is generally more expensive to purchase).
"The facility will also have flexibility to serve the higher-margin
automotive market (as well as specialty products), which we expect
will continue to grow from increased adoption of aluminum in
vehicle production. Novelis is most exposed to larger vehicles,
such as light trucks and SUVs that remain in high demand and are
more aluminum-intensive, and is the leading flat-rolled aluminum
producer to automotive customers globally. We expect its leading
market position will expand on completion of the company's various
growth projects over the next several years.
"Hindalco Industries Ltd.'s ownership remains a source of
uncertainty, but financial policies have become clearer. Our
ratings on Novelis continues to incorporate a one-notch downward
adjustment for the financial policy, which primarily reflects its
ownership by Hindalco Industries Ltd. We estimate future
distributions will be relatively modest at about US$100 million
annually, and this does not materially affect our estimates for the
company's credit measures. In addition, Hindalco's stand-alone
reported leverage materially improved, and is lower than that of
Novelis. That said, there is no operational integration between the
entities and Novelis' financial policies remain governed by
Hindalco, which could change. Hindalco's financial risk profile is
more conservative than in the past, but its history of upstreaming
material dividends from Novelis is considered in our assessment.
Moreover, while large acquisitions are not assumed in our base-case
scenario, we also incorporate Novelis' tolerance for much higher
leverage associated with the recent Aleris acquisition.
"We expect Novelis will generate relatively stable earnings and
cash flow over the next few years, with adjusted debt to EBITDA at
about 3x. Our estimates primarily reflect steady shipment growth
and favorable price realizations, albeit with slightly lower
margins this year due to inflationary and supply-chain pressures.
We expect the company will fund sharply higher growth-related capex
primarily with internally generated cash flow in fiscal years 2023
and 2024, resulting in limited change in adjusted debt.
"We could lower the rating over the next 24 months should Novelis'
adjusted debt to EBITDA increase and remain above 4x. In this
scenario, we would expect sustained pressure in automotive market
and specialty market demand fundamentals that limits growth in
Novelis' earnings and cash flow. More aggressive financial policies
or higher-than-expected capital requirements related to growth
investments could also lead to a downgrade.
"We could upgrade Novelis over the next 24 months if we expect the
company will generate and maintain adjusted debt to EBITDA below 3x
and free operating cash flow (FOCF) to debt above 15% on a
sustained basis. In this scenario, we would expect gross debt
reduction in tandem with higher-than-expected earnings and cash
flow growth that more than offset its high prospective capex.
Alternatively, an improvement in our view of Novelis' business risk
profile, most likely from a stronger assessment of the company's
profitability, in tandem with core credit measures aligned with our
current assumptions, could also lead to an upgrade. However, any
upside to the rating is contingent on a corresponding improvement
in our view of the group credit profile, including Hindalco, with
key consideration of its prospective financial policies."
ESG credit indicators: E-2, S-2, G-3
NUTEX HEALTH: Appoints Jon Bates as New Chief Financial Officer
---------------------------------------------------------------
Nutex Health Inc. has appointed Jon Bates as the Company's chief
financial officer effective on or about June 30, 2022.
On May 3, 2022, Michael Bowen notified the Company that he intends
to retire as chief financial officer of the Company. In connection
with Mr. Bowen's retirement, the Company's Board formed a search
committee. On June 8, 2022, the Company announced the appointment
of Jon Bates as the Company's new chief financial officer,
effective on or about June 30, 2022. Mr. Bowen will remain
employed with the Company for the purpose of providing transition
and other consulting services for an additional twelve months.
Mr. Bates, age 52, is an experienced and proactive finance leader
with a CPA and MBA. Since 2006, he has served as vice president of
accounting and corporate controller at U.S. Physical Therapy, Inc.
(NYSE: USPH), one of the largest publicly traded, pure-play
national operators of outpatient physical therapy clinics and
provider of industrial injury prevention services.
Among his many successes, Mr. Bates improved overall accuracy by
monitoring the monthly, quarterly and yearly end closing process
for 600+ locations with $500+ million in annual revenues. They are
located within 39 states and 6 regions and comprised of 145+ legal
partnerships. He ensured maximum profitability and reliability by
directing and leading a team of 35 employees, including 6 regional
controllers, and controlled merger and acquisition tasks from
valuation/modeling to due diligence and integration
post-acquisition. Prior to U.S. Physical Therapy, he served as
chief financial officer and chief accounting officer at
Commerciant, L.P., chief accounting officer and corporate
controller at National Alarm Technologies LLC, Assistant Corporate
Controller at American Residential Services, Inc. and Experienced
Senior Auditor at Arthur Andersen LLP. His areas of expertise
include strategic planning, risk assessment and evaluation,
internal audit/SOX reporting, valuation and deal acquisition.
Mr. Bates holds a BBA from the University of Texas at Austin and a
MBA from the University of Houston. He is also a Certified Public
Accountant.
"Nutex Health is a leader in the micro hospital and population
health management industry," stated Jon Bates, incoming chief
financial officer of Nutex Health. "I am excited to join Nutex’s
passionate executive team."
"We are excited to have Jon join our team," stated Tom Vo, M.D.,
MBA, Chairman and chief executive officer of Nutex Health. "He
brings excellent credentials in the public markets, a proven track
record of financial stewardship and strong operational skills."
"Jon will be an asset to the Company as we continue to execute on
our growth initiatives. We welcome him to the executive management
team," stated Warren Hosseinion, M.D., president of Nutex Health.
In connection with his appointment as the Company's chief financial
officer, on June 8, 2022, the Company entered into a two year
employment agreement with Mr. Bates pursuant to which Mr. Bates is
entitled to receive a base annual salary of $300,000, subject to
annual review by the Company's CEO and Board of Directors. The
employment agreement contains automatic one-year extensions at the
end of each term unless 60-day advance notice of non-extension is
delivered by either party.
About Nutex
Headquartered in Houston, Texas and founded in 2011, Nutex Health,
Inc. is a healthcare services company with approximately 1500
employees nationwide and is partnered with over 800 physicians.
The Company has two divisions: a Hospital division and a Population
Health Management division. The Hospital division owns and
operates 21 facilities in eight different states. The division
implements and operates different innovative health care models,
including micro hospitals, specialty hospitals and hospital
outpatient departments (HOPDs). The Population Health Management
division owns and operates provider networks such as Independent
Physician Associations (IPAs). Through its Management Services
Organizations (MSOs), the Company provides management,
administrative and other support services to its affiliated
hospitals and physician groups. The Company's cloud-based
proprietary technology platform aggregates clinical and claims data
across multiple settings, information systems and sources to create
a holistic view of patients and providers.
Nutex reported a net loss of $13.67 million for the year ended Dec.
31, 2021, a net loss of $5.65 million for the year ended Dec. 31,
2020, and a net loss of $7.12 million for the year ended Dec. 31,
2019. As of March 31, 2022, the Company had $83.33 million in
total assets, $10.22 million in total liabilities, and $73.11
million in total stockholders' equity.
OLIN CORP: Moody's Ups CFR & Senior Unsecured Debt to Ba1
---------------------------------------------------------
Moody's Investors Service upgraded Olin Corporation's Corporate
Family Rating and the ratings on its senior unsecured debt to Ba1
from Ba2. These actions follow the substantial improvement in
financial performance in 2021, along with balance sheet debt
reduction of $1.1 billion, and the expectation for continue strong
financial performance over the next couple of years. Speculative
Grade Liquidity rating remains unchanged at SGL-1. The outlook is
stable.
"Olin is benefiting from strong demand in North America and the
company's reduction of excess chlor alkali capacity in the US,
which is keeping prices for the main commodities it sells at
elevated levels," said John Rogers, Moody's Senior Vice President
and lead analyst for Olin Corporation.
Upgrades:
Issuer: Olin Corporation
Corporate Family Rating, Upgraded to Ba1 from Ba2
Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD
Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 (LGD4)
from Ba2 (LGD4)
Senior Unsecured Bank Credit Facility, Upgraded to Ba1 (LGD4) from
Ba2 (LGD4)
Outlook Actions:
Issuer: Olin Corporation
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
Olin's Ba1 rating reflects a limited portfolio of commodity
chemicals and resins, access to lower cost energy in North America
that provides a meaningful cost advantage for its chlor akali
operations, the expected volatility in prices and margins over the
cycle, very strong liquidity and management's relatively
conservative financial policies that will keep credit metrics at
investment grade levels (i.e, leverage below 3.0x) most of the
time. The rating is tempered by management's growth strategy,
which will likely entail additional downstream acquisitions that
would reduce its merchant market exposure in chlor alkali and/or
upgrade the product portfolio.
Olin's current financial performance is at peak levels given the
strong demand in North America, tight markets conditions in chlor
akali aided by Olin's shut down of excess capacity in the US over
the past two years, logistics issues that are limiting the quantity
of lower cost competitive products from Asia (primarily liquid
epoxy resins or LER) and higher oil and energy costs, which will
keep prices for many of the commodities that Olin produces at
elevated levels over the next year or two. Due to these factors,
credit metrics are unusually strong with Moody's adjusted
Debt/EBITDA for the LTM period ending March 31, 2022 at 1.4x and
Retained Cash Flow/Debt at 54%. Prices for the vast majority of
Olin's products are likely to remain elevated in 2022, and into
2023, at a minimum. Hence, this strong financial performance will
keep credit metrics at levels much stronger than the assigned
rating.
While Olin struggled to reduce debt after acquiring chlor-alkali
assets from Dow Chemical in from 2015 to 2021, management
significantly reduced debt in 2021 as its finanical performance
improved. Olin reported $2.8 billion of balance sheet debt at March
31, 2021, down from $3.9 billion at December 31, 2020, reducing
debt by more than 25%. This debt reduction will substantially
improve the company's resilience during future macroeconomic and/or
commodity downturns and ensure that credit metrics remain at levels
that fully support the rating except in a severe economic downturn.
Given Olin's strong financial outlook over the next two years, the
cash it generates should provide meaningful financial flexibility
to undertake acquisitions to improve the company's vertical
integration and help reduce volatility in financial performance
over the cycle and increase shareholder returns.
The Ba1 CFR is constrained by the limited portfolio of commodity
products that have demonstrated significant volatility in margins
and profitability. The rating also reflects the longer-term risks
associated with environmental and social risk factors. Olin's
current chlor alkali strategy will keep profitability elevated over
the medium term. However, it will also encourage PVC producers to
build new chlor alkali capacity when they bring on new PVC
capacity. As PVC demand is growing faster than chlor alkali demand,
this will reduce Olin's market position over time. Hence,
additional downstream integration would be a positive for its
competitive position and credit metrics over the long term. This
downstream integration should also reduce volatility over the
longer term.
The SGL-1 Speculative Grade Liquidity rating reflects expectations
for continued strong financial performance and cash flow in 2022.
Olin's liquidity is supported by roughly $200 million of cash on
hand at March 31, 2022, and an undrawn $800 million revolving
credit facility with almost full availability (modest level of
letters of credit outstanding). The company has a $200 million
maturity in August of 2022, but no significant other cash outlays.
The expected cushion of compliance under financial maintenance
covenants (including a net leverage ratio test and interest
coverage ratio test) will remain substantial in the current
environment.
The stable outlook reflects the anticipation that Olin's will
undertake acquisitions to improve its portfolio and improve its
long-term organic growth prospects.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating if the company can expand its
product portfolio and increase the profits and cash flow from its
downstream products, management's publicly stated commitment to
maintain debt and credit metrics at levels that would support an
investment grade rating over the vast majority of the cycle; and
the expectation that Debt/EBITDA will remain below 2.5x and
Retained Cash Flow/Debt above 25% over the vast majority of the
cycle. Moody's could downgrade the rating with expectations for
adjusted financial leverage sustained above 3.5x (Debt/EBITDA),
Retained Cash Flow/Debt (RCF/Debt) sustained below 15%, or a
substantive deterioration in liquidity.
ESG CONSIDERATIONS
Environmental, social, and governance factors influence Olin's
credit quality but are not drivers of today's actions. The company
is exposed to environmental and social issues typical for a
commodity chemical company. Production processes are
energy-intensive, and, on the Gulf Coast, facilities are reliant on
low-cost natural gas, which gives producers like Olin a cost
advantage over most global peers but creates some longer-term
exposure to carbon risk. Furthermore, diaphragm cell production
technology uses asbestos in the production process. While this is
not a concern today, replacing diaphragm cell technology with
membrane cell technology would be very expensive. Olin's
environmental spending is relatively modest, despite operating for
more than a century and carrying responsibility for several legacy
sites.
Social risks are elevated due to Winchester, a producer and seller
of ammunition and related products. The nature of the business
implies some political and regulatory risk from possible future
gun-related legislation and regulation. More significantly, Moody's
believe that this small segment could draw greater concern from
investors in the coming years due to ESG concerns.
Governance-related risks related to debt-funded acquisitions, share
repurchases, and shareholder activists collectively are heightened
compared to many publicly traded companies, but recent management
commentary related to reducing debt is a positive factor mitigating
these historical activities. Improving disclosure of ESG-related
information and implementation of ESG-related targets are positive
factors in Moody's assessment.
Olin Corporation is a Clayton, Missouri-based manufacturer and
distributor of commodity chemicals and a manufacturer of small
caliber firearm ammunition. The company operates through three main
segments: (i) Chlor Alkali Products and Vinyls whose primary
products include chlorine and caustic soda, hydrochloric acid,
vinyl chloride, sodium hypochlorite (bleach), and potassium
hydroxide; (ii) Epoxy, which produces and sells a full range of
epoxy materials, including allyl chloride, epichlorohydrin, liquid
epoxy resins and downstream products such as converted epoxy resins
and additives; and (iii) Winchester, whose primary focus is the
manufacture and sale of small caliber, firearm sporting and
military ammunition. Annual sales can range from $6-10 billion
depending on commodity prices.
The principal methodology used in these ratings was Chemical
Industry published in March 2019.
ORTIZ A TRUCKING: Files Subchapter V Case to Recover Truck
----------------------------------------------------------
Ortiz A Trucking, LLC, filed for chapter 11 protection in the
Middle District of Florida. The Debtor filed as a small business
debtor seeking relief under Subchapter V of Chapter 11 of the
Bankruptcy Code.
The Debtor is a family owned and operated freight transport company
which provides freight transport throughout the United States for a
fee. The Debtor conducts its operations from a single-family home
located at: 454 Majestic Gardens Blvd., Winter Haven, Florida 33880
and currently operates with a single employee, Mr. Angel Ortiz.
The Debtor is wholly owned by Mr. Ortiz who is the Debtor's
sole-managing member. Mr. Ortiz organized the Debtor in New Jersey
in 2016 and obtained authorization for the Debtor to conduct
business in the state of Florida in 2020.
Reasons for Filing Bankruptcy
On Sept. 12, 2020, the Debtor entered into a Vehicle Purchase
Agreement with ART Transport, LLC and Angel Pedroza pursuant to
which the Debtor purchased a 2007 Kenworth W900L Truck, VIN:
1XKWDB9X07R193075 (the "Truck") for $70,000. Pursuant to the
Agreement, the Debtor remitted a $10,000 deposit and monthly
payments of $1,250.00. As of June 2022, the Debtor was current
with its payments under the Agreement and had not received a notice
of default or notice of termination as required under the
Agreement. The Truck is the only vehicle currently capable of
conducting revenue generating activities.
Notwithstanding the express provisions of the Agreement, on June 8,
2022, ART Transport, LLC and Angel Pedroza, without cause and in
breach of the terms of the Agreement, took possession of Debtor's
Truck without prior notice to Debtor. ART Transport and Angel
Pedroza continue to retain possession of the Debtor's property
despite the Debtor's demand for its return.
Upon realizing the Truck was missing, Debtor immediately called ART
Transport and Angel Pedroza to advise the truck was stolen, only to
be told that ART Transport had indeed stolen the Truck without
prior notice to the Debtor.
Without the Truck, Debtor cannot operate for the benefit of its
various stakeholders, including its employee and creditors as the
Truck is currently the Debtor's only vehicle capable of conducting
operations. Because of the actions of ART Transport and Angel
Pedroza with respect to the Debtor's property, Debtor was forced to
file a Chapter 11 bankruptcy case in an effort to recover the Truck
and reorganize its financial affairs for the benefit of its
creditors and estate.
The Debtor has filed with the Bankruptcy Court an emergency motion
to direct the turnover its property, specifically its Truck.
At least $386,000 Debt
The Debtor anticipates 2022 gross revenue in excess of $125,000
assuming the prompt recovery of the Truck. The Debtor generated
$118,000 in gross revenue in 2021.
As of the Petition Date, the Debtor owes approximately $386,000 to
secured creditors, the bulk of which (approx. $236,000) is
attributable to a Small Business Administration EIDL loan, with the
balance attributable to two financing agreements valued at
approximately $120,000 for two trucks owned by the Debtor, and
short-term loan obligations owed to four separate small business
lenders.
As of the Petition Date, Debtor believes there are less than
$10,000 in non-insider unsecured claims and no insider claims.
The Debtor currently owes the IRS $14,000 for 2019 Income Taxes.
The Debtor believes it is current with the Florida Department of
Revenue on its tax obligations.
The Debtor owns assets in the approximate amount of $220,000
consisting of two trucks and trailer equipment. As of the Petition
Date, the Debtor had approximately $2,000 in its bank accounts.
According to court filing, Ortiz A Trucking estimates between 1 and
49 creditors. The petition states funds will be available to
unsecured creditors.
About Ortiz A Trucking
Ortiz A Trucking, LLC, is a licensed and bonded freight shipping
and trucking company running freight hauling business from Winter
Haven, Florida.
Ortiz A Trucking, LLC, filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-02366) on June 13, 2022. Daniel A Velasquez, of Latham, Luna,
Eden & Beaudine, LLP, is the Debtor's counsel.
PBF HOLDING: Moody's Puts 'B2' CFR Under Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed PBF Holding Company LLC ratings on
review for upgrade, including the company's B2 Corporate Family
Rating, B2-PD Probability of Default Rating, and Caa1 senior
unsecured rating. The B2 senior secured notes rating remains
unchanged and will be withdrawn upon redemption.
Concurrently, Moody's placed PBF Logistics LP's (PBFX) ratings on
review for upgrade, including the company's B2 Corporate Family
Rating, B2-PD Probability of Default Rating, and B3 senior
unsecured rating.
This follows PBF Holdings' announcement that it will call for
redemption its $1.25 billion senior secured notes due 2025 at a
price of 104.625%.[1]
"PBF's redemption of its senior secured notes is credit enhancing
because of the substantial reduction in debt," said Jonathan
Teitel, a Moody's analyst.
On Review for Upgrade:
Issuer: PBF Holding Company LLC
Corporate Family Rating, Placed on Review for Upgrade, currently
B2
Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD
Senior Unsecured Global Notes, Placed on Review for Upgrade,
currently Caa1 (LGD5)
Issuer: PBF Logistics LP
Corporate Family Rating, Placed on Review for Upgrade, currently
B2
Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD
Senior Unsecured Global Notes, Placed on Review for Upgrade,
currently B3 (LGD5)
Outlook Actions:
Issuer: PBF Holding Company LLC
Outlook, Changed To Rating Under Review From Negative
Issuer: PBF Logistics LP
Outlook, Changed To Rating Under Review From Negative
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
PBF's and PBFX's ratings were placed on review for upgrade based on
the anticipated redemption of PBF's $1.25 billion of senior secured
notes due 2025 using cash on the balance sheet. The review of PBF
Holding will focus on the credit profile benefits from the
significant reduction of debt combined with Moody's expectation for
improving profitability, cash flow and leverage driven by high
crack spreads, rising demand for refined products and constrained
supply. The review will also consider the company's financial
policies with regards to leverage and returns to shareholders given
its stronger cash flow outlook. The review of PBFX will focus on
the improvement in PBF's credit profile, from which PBFX generates
the substantial majority of its revenue, along with consideration
of PBFX's stand-alone credit profile and forward view of its
financial performance and credit metrics.
Moody's expects to conclude the review following completion of the
redemption of the notes which is expected to occur on July 11th.
PBF Holding, headquartered in Parsippany, NJ, is a subsidiary of
PBF Energy Inc., a refiner in the US with facilities in multiple
states. PBF Energy Inc. is the sole managing member of PBF Energy
Company LLC and owns about 99.2% of the economic interests in PBF
Energy Company LLC (the parent company of PBF Holding).
PBFX, headquartered in Parsippany, NJ, is a master limited
partnership formed by PBF Energy Inc. for midstream infrastructure
relating to the refineries. PBF Energy Inc. owns the general
partner of PBFX and about 48% of the limited partnership interest.
The principal methodology used in rating PBF Holding Company LLC
was Refining and Marketing published in August 2021.
PHUNWARE INC: Inks Office Lease With ATX Acquisitions
-----------------------------------------------------
Phunware, Inc. entered into a lease agreement with ATX
Acquisitions, LLC pursuant to which the Company will lease
approximately 7,458 square feet at 1002 West Avenue in Austin,
Texas, for a term of 64 months, which the Company intends to use as
professional office space for its corporate headquarters. The term
of the Lease commenced on June 10, 2022.
The Lease provides for rent abatement until Sept. 30, 2022.
Beginning on Oct. 1, 2022, initial base rent payments are
approximately $28,000 per month, subject to escalations contained
therein. In addition, the Company will be responsible for payments
equal to its proportionate share of operating expenses, which is
currently estimated to be approximately $9,000 per month, plus
electrical and janitorial services, which are to be contracted and
paid separately by the Company.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $53.52 million for the year ended
Dec. 31, 2021, a net loss of $22.20 million for the year ended Dec.
31, 2020, a net loss of $12.87 million for the year ended Dec. 31,
2019, and a net loss of $9.80 million for the year ended Dec. 31,
2018. As of March 31, 2022, the Company had $81.42 million in
total assets, $29.43 million in total liabilities, and $51.99
million in total stockholders' equity.
PROFESSIONAL DIVERSITY: Settles Lawsuit With TL Franklin
--------------------------------------------------------
Professional Diversity Network, Inc. settled a lawsuit whereby NAPW
Inc., a wholly-owned subsidiary of the Company, was named as a
defendant in a Nassau County (NY) Supreme Court case, and whereby
TL Franklin Avenue Plaza LLC had sued and obtained a judgment
against NAPW in the amount of $855,002, plus accrued interest
through the settlement date.
The settlement was for a cash payment of $70,000 to be made to the
plaintiff, resulting in the reduction of the Company's reserve and
a one-time, non-cash gain to the Company for $908,658 to be
reflected in its consolidated financial statements in the second
fiscal quarter of 2022. A stipulation for settlement was filed
with the court on June 7, 2022, and the lawsuit was effectively
terminated with prejudice upon such filing.
About Professional Diversity
Headquartered in Chicago, Illinois, Professional Diversity Network,
Inc. -- https://www.prodivnet.com -- is a global developer and
operator of online and in-person networks that provides access to
networking, training, educational and employment opportunities for
diverse individuals.
Professional Diversity reported a net loss of $2.76 million for the
year ended Dec. 31, 2021, a net loss of $4.35 million for the year
ended Dec. 31, 2020, compared to a net loss of $3.84 million for
the year ended Dec. 31, 2019. As of March 31, 2022, the Company
had $8.15 million in total assets, $5.56 million in total
liabilities, and $2.59 million in total stockholders' equity.
Wilmington, DE-based Ciro E. Adams, CPA, LLC, the Company's auditor
since 2018, in its report dated March 31, 2022, 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.
PUERTO RICO: Hires JPMorgan to Study Sales-Tax Debt Refinancing
---------------------------------------------------------------
Michelle Kaske of Bloomberg News reports that Puerto Rico is eyeing
a potential refinancing of its sales-tax bonds, three years after
the commonwealth slashed the size of the debt by more than $5
billion through bankruptcy.
JPMorgan Securities LLC, as lead deal manager, will steer any
possible refunding, with BofA Securities, Inc., Barclays Capital
Inc. and Morgan Stanley & Co., serving as co-senior managers,
according to a filing posted to the Municipal Securities Rulemaking
Board's Web site on Friday. The group will evaluate a potential
refinancing for all or a portion of Puerto Rico's sales-tax bonds,
called Cofinas.
A full-text copy of the Bloomberg article is available at
https://news.bloomberglaw.com/bankruptcy-law/puerto-rico-taps-jpmorgan-to-study-sales-tax-debt-refinancing
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ('PROMESA').
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017. On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
* * *
The two Title III plans of adjustment have been confirmed to date,
for the Commonwealth and COFINA debtors.
PURDUE PHARMA: Creditors Push Plan to Give CEO's Bonus to Victims
-----------------------------------------------------------------
James Nani of Bloomberg Law reports that states opposed to a
proposed $3 million bonus for the CEO of bankrupt Purdue Pharma
L.P. should "move on" and support a proposal to donate the funds to
a nonprofit that helps opioid victims, unsecured creditors say.
The unsecured creditors committee said in a filing Monday, June 13,
2022, that it's "not pleased" that CEO Craig Landau remains in his
position, nor does it support paying him the proposed bonus, as the
opioid-maker wants.
But the New York bankruptcy court has, in previous years, approved
similar proposals by Purdue, the committee noted.
About Purdue Pharma
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as
legal counsels; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk, LLC, is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The deal
resolves some 3,000 lawsuits filed by state and local governments,
Native American tribes, unions, hospitals and others who claimed
the company's marketing of prescription opioids helped spark and
continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rhode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
In early March 2022, Purdue Pharma reached a nationwide settlement
over its role in the opioid crisis, with the Sackler family members
boosting their cash contribution to as much as $6 billion. The
settlement was hammered out with attorneys general from the eight
states -- California, Connecticut, Delaware, Maryland, Oregon,
Rhode Island, Vermont and Washington -- and D.C. who had opposed
the previous settlement.
QUICKER LIQUOR: Continued Operation to Fund Plan Payments
---------------------------------------------------------
Quicker Liquor LLC ("QL") and Nevada Wine Cellars, Inc. ("NWC")
filed with the U.S. Bankruptcy Court for the District of Nevada a
Disclosure Statement to accompany their Joint Chapter 11 Plan of
Reorganization dated June 12, 2022.
Debtor NWC is wholly owned by Debtor QL. Debtor QL is wholly owned
by JEH NV Investments, Inc. JEH is wholly owned by John Hobbs, and
Mr. Hobbs and Kathy Trout are the directors of JEH.
In 2018 Mr. Hobbs entered into discussions with representatives of
the Earnest W. Moody Trust ("Moody") regarding Mr. Moody's desire
to acquire a winery. A winery in California was determined to be
too expensive, and ultimately discussions centered around the
acquisition of the Pahrump Valley Winery (the "Winery"). In
approximately December of 2018 JEH formed QL, which on
approximately January 7, 2019 in turn acquired the membership
interests in NWC.
The Plan generally calls for payments to be made to creditors from
cash generated from the operations of NWC.
Class 5 consists of NWC General Unsecured Claims (other than Class
6, 7, and 8 Claims). Scheduled claims in this category total
approximately $25,000. An additional claim in the amount of
approximately $4.9 million was filed by Giacamo Minella and Claudia
Luppi. However, the attachments to that proof of claim show that
the debt is not owed by NWC. NWC has filed an objection to that
claim, which is currently set for hearing on July 13, 2022. NWC
Allowed General Unsecured Claims shall be paid 100% of the
principal amount of their Allowed Claims, without interest, from
the Cash Flow Payments pro rata with Class 7 creditors.
Class 6 consists of NWC Administrative Convenience Class (claims
under $5,000). Scheduled claims in this category total
approximately $9,000. NWC Allowed Unsecured Claims, Administrative
Convenience, shall be paid 100% of the principal amount of their
Allowed Claims, without interest, within 60 days following the
Effective Date.
Class 8 consists of NWC Unsecured Claims of Hobbs. Hobbs filed an
unsecured claim in the amount of $249,654. The Hobbs Allowed
Unsecured Claims against NWC shall be paid 100% of principal due,
without interest, from the Cash Flow Payments following payment in
full to Classes 5 and 7.
Class 9 consists of Equity interest in NWC. QL holds 100% of the
equity interest in NWC. The Equity Interest of QL in NWC shall
revest in QL upon completion of payments to classes 1-7 of the
Plan.
Class 10 consists of QL Claims of Moody Trust. The Allowed Moody
Claim against QL shall be paid, pro rata with Class 11, an amount
equal to $6,091,000 less (1) all payments made on account of Claims
(whether or not Classified) against NWC; (2) all administrative and
priority claims against QL; and (3) all amounts found to be
due/offset as a result of the Moody Litigation Claims, via
quarterly Upstream Capital Payments; provided that, if any balance
remains unpaid at the end of the tenth year following the Effective
Date, such unpaid amount shall be paid in full via sale or
financing of the assets of QL and/or NWC.
Class 11 consists of QL Unsecured Claims. In addition to Moody's
potential unsecured claim, Hobbs has filed an unsecured claim of
$249,654 in both of Debtors' cases. The Allowed General Unsecured
Claims shall be paid, pro rata with Class 10, an amount equal to
$6,091,000 less (1) all payments made on account of Claims (whether
or not Classified) against NWC and (2) all administrative and
priority claims against QL; via quarterly Upstream Capital
Payments; provided that, if any balance remains unpaid at the end
of the tenth year following the Effective Date, such unpaid amount
shall be paid in full via sale, investment, or financing of the
assets of QL and/or NWC.
Class 12 consists of Equity Interest in QL. The Equity Interests in
QL shall be distributed to JEH NV Investments, Inc. upon receipt of
the New Value Payment.
Debtors' primary method of funding the payments required by the
Plan shall be through NWC's continued operation of its businesses.
Debtor anticipates generating additional funds from the following
sources: Litigation recoveries; Obtaining financing; Obtaining
investor funds; and Sale of all or a portion of the Debtor's
businesses or assets.
A full-text copy of the Disclosure Statement dated June 12, 2022,
is available at https://bit.ly/3QkjSfE from PacerMonitor.com at no
charge.
Proposed Counsel for Nevada Wine:
Candace C. Carlyon, Esq.
Tracy M. O'Steen, Esq.
Carlyon Cica Chtd.
265 E. Warm Springs Road, Suite 107
Las Vegas, NV 89119
Tel: (702) 685-4444
Fax: (725) 220-4360
Email: ccarlyon@carlyoncica.com
tosteen@carlyoncica.com
Proposed Counsel for Debtor Quicker:
KUNG & BROWN
A.J. KUNG, ESQ.
Nevada Bar No. 7052
BRANDY L. BROWN, ESQ.
Nevada Bar No. 9987
1020 Garces Avenue
Las Vegas, Nevada 89101
Telephone No. (702) 382-0883
Facsimile No. (702) 382-2720
E-Mail: ajkung@ajkunglaw.com
bbrown@ajkunglaw.com
About Quicker Liquor
Quicker Liquor, LLC and its affiliate, Nevada Wine Cellars, Inc.,
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Lead Case No. 22-10331) on Jan. 31,
2022. In their petitions, the Debtors listed as much as $10 million
in both assets and liabilities. Kathy Trout, managing member,
signed the petitions.
Judge Mike K. Nakagawa oversees the cases.
Quicker Liquor and Nevada Wine Cellars are represented by Kung &
Brown and Carlyon Cica Chtd., respectively. The Law Offices of
Timothy Elson serves as the Debtors' special counsel.
REWALK ROBOTICS: To Hold Annual Meeting on July 27
--------------------------------------------------
ReWalk Robotics Ltd. provided notice that the 2022 Annual Meeting
of Shareholders will be held on July 27, 2022, at 10:00 a.m. EDT at
the Hyatt Place Marlborough / Apex Center Hotel in Marlborough,
Massachusetts.
Because the Annual Meeting will be held more than 30 days from the
anniversary date of the Company's 2021 annual general meeting of
shareholders, shareholders of the Company who wish to have a
proposal considered for inclusion in the Company's proxy materials
for the Annual Meeting pursuant to Rule 14a-8 of the Securities and
Exchange Act of 1934, as amended, must ensure that such proposal is
received by the Company's Director of Finance at the Company's
principal executive offices located at 3 Hatnufa Street, Floor 6,
Yokneam Ilit 2069203, Israel on or before June 20, 2022, including
any notice on Schedule 14N, which the Company has determined is a
reasonable time before it expects to begin to print and send its
proxy materials. All shareholder proposals and nominations must
comply with the rules and regulations promulgated by the Securities
and Exchange Commission and under the Israel Companies Law
5759-1999, and with the Company's Articles of Association, as
applicable.
About ReWalk Robotics
ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops,
manufactures, and markets wearable robotic exoskeletons for
individuals with lower limb disabilities as a result of spinal cord
injury or stroke. ReWalk's mission is to fundamentally change the
quality of life for individuals with lower limb disability through
the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the U.S.,
Israel and Germany.
ReWalk Robotics reported a net loss of $12.74 million for the year
ended Dec. 31, 2021, a net loss of $12.98 million for the year
ended Dec. 31, 2020, a net loss of $15.55 million for the year
ended Dec. 31, 2019, a net loss of $21.67 million for the year
ended Dec. 31, 2018, and a net loss of $24.72 million for the year
ended Dec. 31, 2017. As of March 31, 2022, the Company had $90
million in total assets, $4.81 million in total liabilities, and
$85.19 million in total shareholders' equity.
RIDER HOTEL: Aims Continued Local Ownership Despite Bankruptcy
--------------------------------------------------------------
Maredithe Meyer of the BizTimes reports that citing the impact of
COVID-19, the Iron Horse Hotel in Milwaukee's Walker's Point is
seeking Chapter 11 bankruptcy protection while it restructures debt
and attempts to recover from the pandemic's financial devastation.
Iron Horse owner Tim Dixon filed a voluntary petition Thursday,
June 9, 2022, in a U.S. Bankruptcy Court in the District of
Delaware under the entity name Rider Hotel LLC. The filing
indicates the business has estimated liabilities ranging from $10
million to $50 million; debts include a $2 million EIDL pandemic
relief loan from the U.S. Small Business Administration as an
unsecured creditor. The hotel, its restaurants and events
operation remain open for business.
Mr. Dixon opened the 102-room boutique hotel in 2008 after
redeveloping a six-story, nearly 96,000-square-foot former
warehouse building at 500 W. Florida St. Today, the Iron Horse is
one of the few independent, locally owned hotels in Milwaukee,
meaning it’s not owned or operated by a larger chain or flag.
Among the objectives in reorganizing is to maintain the business'
local ownership, said Kurt Carlson, a Chicago-based corporate law
attorney and lead counsel for the Iron Horse bankruptcy case.
"(Tim) is committed to assuring that this hotel continues to grow
and prosper for years to come. … He's committed to owning the
hotel, to maintaining its independence," said Carlson in an
interview with BizTimes Milwaukee.
The service and hospitality industry was among the hardest hit by
the pandemic and subsequent government mandates, and small or
independently owned businesses were uniquely challenged without the
same level of cash reserves and resources as larger companies or
chains.
Filing for bankruptcy provides some "breathing room" for the Iron
Horse, said Carlson to focus on returning revenues to pre-pandemic
levels, without added pressure from lenders.
"We're trying to position ourself stronger in the market and really
restructure our debt so we pull out of this post-COVID era stronger
and better for it, and have more agreeable terms with our secured
creditor," he said.
At least eight months of unfruitful negotiations with one of its
secured creditors ultimately prompted the Iron Horse to file for
bankruptcy. Unable to make its loan payments during the pandemic,
the business proposed several workarounds and alternative solutions
to fulfill its obligation to repay the lender in full within the
maturity of the loan, said Carlson. But none of the proposed
resolutions appealed to the secured creditor, which Carlson
requested not be named in this story.
"This lender just wasn't situated and set up to deal with that.
They were kind of going with the old answers and old methods and
old thought processes and applying it to a post-COVID era," he
said. "The secured creditor did not accept any of our proposals …
so ultimately, we were forced to file for Chapter 11 bankruptcy."
The bankruptcy case will proceed with "first-day motions," which
ensure the hotel will be able to use its cash and bank accounts,
retain professionals and do what it needs to do to successfully
reorganize. Those hearings and motions are expected to take place
within the next week or two, said Carlson.
About Rider Hotel LLC
Rider Hotel, LLC, owns The Iron Horse Hotel, located at 500 W.
Florida St., in Milwaukee, Wisconsin. Opened in 2008, the hotel
has about 100 rooms, two banquet facilities and two restaurants,
and features a motorcycle theme and decor building off the nearby
Harley-Davidson Museum.
Rider Hotel, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 22-10522) on June 9, 2022.
In the petition filed by Timothy J. Dixon, as president, the Debtor
reports estimated assets and liabilities between $10 million and
$50 million each. Mark Minuti, of Saul Ewing Arnstein & Lehr LLP,
is the Debtor's counsel.
SAFE FLEET: Moody's Rates New $100MM Incremental 1st Lien Loan 'B2'
-------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Safe Fleet
Holdings LLC's new $100 million incremental first lien term loan.
Proceeds will be used to fund an acquisition under Letter of Intent
(LOI). There is no change to the company's B3 corporate family
rating, B3-PD probability of default rating or the Caa2 rating on
the company's second lien term loan. The ratings outlook is
stable.
"The acquisition will increase Safe Fleet's leverage to 7.4x (on
pro forma basis as of March 2022), but the company's underlying
business is performing well and the earnings growth will result in
modest deleveraging over the next 12-18 months", says Shirley
Singh, Moody's lead analyst and Vice President.
Assignments:
Issuer: Safe Fleet Holdings LLC
Gtd. Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
RATINGS RATIONALE
Safe Fleet's B3 CFR reflects the company's high leverage with
adjusted debt-to-EBITDA (leverage) in excess of 7.0x. With revenues
of close to $520 million, the company's scale is modest, reflecting
its niche market focus as a manufacturer of safety and productivity
products for fleet vehicles. Moody's believes that Safe Fleet's
focus on debt-financed acquisitive growth will sustain leverage at
elevated levels.
Nonetheless, the ratings are supported by the mission critical
nature of Safe Fleet's products. A large installed base generates a
sizeable aftermarket business (47% of revenue) that is relatively
more stable and commands higher margins than the original equipment
business. Safe Fleet's strong EBITDA margins of close to 20% and
low capital requirements supports healthy cash generation.
Liquidity is good, supported by $50 million of cash estimated at
transaction close and full availability under its $50 million
revolving credit facility.
The stable rating outlook reflects Moody's expectation for good
liquidity and EBITDA growth over the course of 2022, resulting in
modest deleveraging.
Environmental and social risks are not material to the credit
profile. Governance risk is high given the company's private equity
ownership and history of debt-financed acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be downgraded if deterioration in market
conditions, loss of a customer or competitive pressure weakens
earnings or cash flow. Quantitatively, adjusted debt-to-EBITDA
sustained above 7.5x or weakened liquidity could prompt a rating
downgrade.
The ratings could be upgraded if the company's scale expands while
maintaining its current margins such that adjusted debt-to-EBITDA
is sustained below 6.5x and free cash flow to debt increases to the
high single-digit percent range.
Headquartered in Belton, Missouri, Safe Fleet Holdings LLC
manufactures safety and productivity products for fleet vehicles
including school and transit buses, fire EMS and law enforcement
vehicles, work trucks, truck & trailers used in various industries
and military vehicles. Among Safe Fleet's products are cameras and
surveillance systems, ladder racks, ramps and platforms, nozzles
and valves, and stop signs and crossing arms for school buses. The
company is majority-owned by Oak Hill Capital Partners. Sales in
the last twelve months to March 31, 2022 were $520.3 million.
The principal methodology used in this rating was Manufacturing
published in September 2021.
SANITYDESK INC: Tech Startup Files Subchapter V Case
----------------------------------------------------
SanityDesk, Inc., has sought bankruptcy protection in Delaware.
The Debtor filed as a small business debtor seeking relief under
Subchapter V of Chapter 11 of the Bankruptcy Code.
SanityDesk was founded in October 2019 by Samuel P.N. Cook and
Tyron Dizon. Samuel Cook served as Chief Executive Officer until
his resignation on 10th March 2022. Tyron Dizon continues to serve
as Chief Product Officer.
SanityDesk is a technology startup that provides software to help
small businesses grow online. SanityDesk provides both software as
well as marketing services to small businesses.
The primary users of SanityDesk are small business owners (size
1-10). SanityDesk has approximately 200 paying software customers
today. About two-thirds of customers are located in the United
States. There are over 1,500 free accounts on SanityDesk.
SanityDesk software was developed by its own team and represents
its own intellectual property. The software was originally
developed within a marketing agency, James Cook Media, Ltd.
SanityDesk was created as a spinoff from James Cook Media agency.
From its founding, SanityDesk grew rapidly, reaching over $178,000
revenue in November 2021 of which over $67,000 was software
subscriptions, over $50,000 was services provided by third party
marketing specialists and agencies. The remaining revenue was
predominantly from SanityDesk's own educational products.
SanityDesk full-time team grew to a maximum of 56 people.
Currently, SanityDesk's headcount is 37. The team is located
predominantly in Central and Eastern Europe in Poland and Ukraine.
The main office was located in Kyiv until the outbreak of the
Ukraine war in February 2022.
As of May 31, 2022, SanityDesk had $747,471 in total assets
comprised of $115,954 in current assets and $631,517 in long-term
assets. As of May 31, 2022, SanityDesk had total liabilities of
$3,782,643, consisting of current liabilities of $1,612,244 and
long term liabilities of $2,170,399.
According to court filing, SanityDesk Inc. estimates between 1 and
49 unsecured creditors. The petition states funds will be available
to unsecured creditors.
Events Leading to Filing
Historically, the Debtor relied on paid ads through one marketing
channel -- Facebook. In April 2021, iOS 14.5 was introduced and it
limited the data that Facebook could use and the cost of
advertising increased. At the same time, the former Chief
Executive Officer increased advertising spending despite the fact
that the Debtor had historically experienced less advertising
efficiency with increased advertising spending.
Additionally, the Debtor was attracting customers who paid month to
month and could cancel at anytime. These customers didn't stay as
long as expected and, as a result, the Debtor's realized revenues
did not meet its projections.
Finally, the Debtor's operations have been adversely impacted by
the war in Ukraine which is where the Debtor's customer support
team is located.
In the period July 2021 to February 2022, the Debtor's average
operating expenses were about $268,000 per month. After
restructuring, operating expenses have been reduced to under
$160,000. However, as a technology start-up with costs of building
and supporting its technology product, the Debtor has not been able
to generate sufficient revenue to meet its expenditures. Moreover,
the Debtor has been unable to raise additional funds from
investors. As a result, the Debtor is currently experiencing a
liquidity crisis.
The Debtor intends to use the breathing space afforded by the
Chapter 11 to
conduct a sale process and preserve the going concern value of its
business for the benefit of its creditors, team members and
customers.
The Debtor's Chapter 11 Plan (Small Business Subchapter V) is due
by Sept. 8, 2022.
First Day Motions
The Debtor filed several first day motions to ensure that the
Debtor's business continues to function during the case. The
Debtor filed a motion to access $164,000 of DIP financing to fund
its reorganization. The Debtor has also sought approval to pay
$120,000 owed to its 37 independent contractors, and up to $45,000
for its critical vendors.
About SanityDesk, Inc.
SanityDesk, Inc. -- https://sanitydesk.com/ -- is a digital
marketing strategist and funnel builder.
SanityDesk, Inc., filed a petition for relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10527) on June
10, 2022. The Debtor estimated less than $500,000 in assets and $1
million to $10 million in liabilities as of the bankruptcy filing.
Michael G. Busenkell, of Gellert Scali Busenkell & Brown, LLC, is
the Debtor's counsel.
Jami B Nimeroff has been appointed as Subchapter V trustee.
SPECIALTY BUILDING: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Specialty Building Products
Holdings, LLC's (dba U.S. Lumber) B2 Corporate Family Rating and
B2-PD Probability of Default Rating. Moody's downgraded the rating
on U.S. Lumber's existing senior secured notes due 2026 to B3 from
B2 and its senior secured term loan maturing 2028 to B3 from B2.
The notes and term loan are pari passu. The outlook remains
stable.
The downgrade of the rating on U.S. Lumber's existing senior
secured notes and term to B3 from B2 results from the upsizing of
the company's revolving credit facility to $500 million from $300
million. The 67% increase in the size of U.S. Lumber's revolving
credit facility materially reduces the recovery values for the
holders of the term loan, warranting the downgrade.
However, Moody's views the increase of the revolving credit
facility as credit positive, which is necessary to accommodate the
large amount of borrowings under the RCF due to acquisitions and
working capital needs. Revolver availability totaled about $154
million on April 3, 2022, after considering $312 million in
borrowings, some letter of credit commitments and the borrowing
based formula. U.S. Lumber uses the revolving credit facility for
working capital needs, letter of credit commitments and bolt-on
acquisitions. U.S. Lumber has no material maturities over the next
four years now that the revolver has a stated expiration in late
2026, with a springing maturity 91 days prior to Sr. Sec. Notes due
September 2026.
"The upsizing of U.S. Lumber's revolving credit facility gives the
company much needed liquidity to meet ongoing demand," said Peter
Doyle, Vice President at Moody's.
The following ratings are affected by the action:
Affirmations:
Issuer: Specialty Building Products Holdings, LLC
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Downgrades:
Issuer: Specialty Building Products Holdings, LLC
Senior Secured 1st Lien Term Loan B, Downgraded to B3 (LGD4) from
B2 (LGD4)
Senior Secured 1st Lien Global Notes, Downgraded to B3 (LGD4) from
B2 (LGD4)
Outlook Actions:
Issuer: Specialty Building Products Holdings, LLC
Outlook, Remains Stable
RATINGS RATIONALE
U.S. Lumber's B2 CFR reflects the company's leveraged capital
structure. Moody's projects adjusted debt-to-EBITDA approaching
4.8x by late 2023 versus 5.6x on April 3, 2022. Moody's forward
view includes some organic revenue growth, full-year earnings from
acquisitions, some reduction in revolver borrowings at each year
end and term loan amortization. Fixed charges including cash
interest, term loan amortization and operating and finance lease
payments approach $150 million per year, reducing cash flow.
Products distributed by U.S. Lumber are available from other
distributors, making it difficult to increase pricing significantly
and maintain profitability.
Providing an offset to U.S. Lumber's leveraged capital structure
and other credit challenges is good profitability. Moody' expects
adjusted EBITDA margin in the range of 10% - 12% through 2023,
which is a key credit strength. Interest coverage, measured as
adjusted EBITA-to-interest coverage, should remain above 3.0x,
which is reasonable given the debt service requirements. The
integration of REEB Millwork Corp., acquired October 2021, and DW
Distribution, Inc. (November 2021) appears to be proceeding well
and contributing to U.S. Lumber's financial performance. geographic
presence and an expanded product mix. Repair and remodeling
activity and new home construction, representing 90% of U.S.
Lumber's are exhibiting good growth expectations over the next
year.
Moody's projects U.S. Lumber will have adequate liquidity over the
next eighteen months, constrained by the material use of the
revolving credit facility for mainly working capital needs and
bolt-on acquisitions. However, Moody's forecasts that U.S. Lumber
will generate decent cash flow each of the next two years.
The stable outlook reflects Moody's expectation that U.S. Lumber
will continue to perform well. The ability to generate cash flow
and no near-term maturities further support the stable outlook.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade of U.S. Lumber's ratings could ensue if end markets
remain supportive of organic growth and the company delevers such
that adjusted debt-to-EBITDA is near 5.0x. Reduced borrowings under
the revolving credit facility and maintain conservative financial
policies would support upwards rating movement.
A downgrade could occur if U.S. Lumber's adjusted debt-to-EBITDA
stays above 6.0x and EBITA-to-interest expense is below 1.5x. A
deterioration in liquidity, an aggressive acquisition or
significant shareholder return activity could result in downward
rating pressure as well.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
U.S. Lumber, headquartered in Duluth, Georgia, operates as a
two-step distributor, buying and reselling a large variety of
specialty products mostly to national and other one-step
distributors. The Jordan Company, L.P. through its affiliates, is
the owner of U.S. Lumber.
STIMWAVE TECHNOLOGIES: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Stimwave Technologies Incorporated (Lead Case) 22-10541
1310 Park Central Blvd S.
Pompano Beach, FL 33064
Stimwave LLC 22-10542
1310 Park Central Blvd S.
Pompano Beach, FL 33064
Business Description: The Debtors manufacture, distribute,
and provide ongoing support for
implantable, minimally invasive
neurostimulators, which are used as a
treatment for chronic intractable pain.
Stimwave's revolutionary technology is
an innovative, highly effective,
non-opioid treatment currently in use
throughout the world by over 7,300
patients who have received permanent
implants of Stimwave devices.
Chapter 11 Petition Date: June 15, 2022
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Karen B. Owens
Debtors' Counsel: Michael R. Nestor, Esq.
Andrew L. Magaziner, Esq.
Elizabeth S. Justison, Esq.
Jared W. Kochenash, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mnestor@ycst.com
amagaziner@ycst.com
ejustison@ycst.com
jkochenash@ycst.com
- and -
Robert A. Klyman, Esq.
Michael G. Farag, Esq.
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
Tel: (213) 229-7000
Fax: (213) 229-7520
Email: rklyman@gibsondunn.com
mfarag@gibsondunn.com
- and –
Matthew J. Williams, Esq.
Dylan S. Cassidy, Esq.
200 Park Avenue
New York, New York 10166-0193
Tel: (212) 351-4000
Fax: (212) 351-4035
Email: mjwilliams@gibsondunn.com
dcassidy@gibsondunn.com
Debtors'
Special
Counsel: HONIGMAN LLP
Debtors'
Special
Counsel: JONES DAY
Debtors'
Financial
Advisor: RIVERON RTS, LLC
Debtors'
Investment
Banker: GLC ADVISORS & CO., LLC and
GLCA SECURITIES, LLC
Debtors'
Notice,
Claims,
Solicitation
& Balloting
Agent and
Administrative
Advisor: KROLL RESTRUCTURING ADMINISTRATION
Each Debtor's
Estimated Assets: $50 million to $100 million
Each Debtor's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Aure Bruneau as manager.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/POCB7MQ/Stimwave_Technologies_Incorporated__debke-22-10541__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/5VWCTGA/Stimwave_LLC__debke-22-10542__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Oscor, Inc. Inventory $616,690
ATTN: Toi Browning
3816 DeSoto Blvd.
Palm Harbor, FL 34683
Tel: 727-937-2511
Email: TBrowning@oscor.com
2. Fish & Richardson PC Legal $313,174
ATTN: John C. Adkisson
3200 RBC Plaza
60 South Sixth Street
Minneapolis, MN 55402
Tel: 612-337-2533
Fax: 612-288-9696
Email: miller@fr.com
3. Jones Day Legal $177,041
ATTN: Rebecca Martin
250 Vesey Street
New York, NY 10281
Tel: 212-326-3410
Email: rcmartin@jonesday.com
4. EM Medical, LLC Legal $155,000
ATTN: Michael Reid
6591 Devonhurst Dr
St. Louis, MO 63129
Tel: 314-899-9789
Email: Press@ArchCityLawyers.com
5. Compeq Manufacturing Inventory $135,168
(Suzhou) Co., LTD
ATTN: Bankruptcy Department
20th Block, Suchun Industrial Square
No 428 Xiglong Street
Suzhou Industrial Park
China
Tel: 86 512‐62836001
Email: inquiry@compeq.com.tw
6. Resonetics, LLC Inventory $75,585
ATTN: Tamye Caron
26 Whipple Street
Nashua, NH 03060
Tel: 603-886-6772
Email: ayohai@resonetics.com
7. Pria Healthcare Management, LLC Sales $73,627
ATTN: Stephanie Dumont
32 City Hall Avenue
Torrington, CT 06790
Tel: 860-782-2090
Email: sdumont@priahealthcare.com
8. Richards Layton & Finger Legal $57,428
ATTN: Bankruptcy Department
920 North King Street
Wilmington, DE 19801
Tel: 302-651-7813
Email: Stevenson@RLF.com
9. Vistaprint Corporate Ops $33,376
Solutions Incorporated
ATTN: Ryan Daley
170 Data Drive
Waltham, MA 02451
Tel: 401-214-2811
Email: ryan.daley@vistaprint.com
10. Cyber Coders HR $31,250
ATTN: Bankruptcy Department
6591 Irvine Center Drive
Suite 200
Irvine, CA 92618
Tel: 800-536-1610
Email: billing@onassignment.com
11. FedEx Ops $31,059
ATTN: Raj Subramaniam
942 South Shady Grove Road
Memphis, TN 38120
Tel: 901-818-7500
Fax: 877-229-4766
Email: rsubramaniam@fedex.com
12. Duke Realty LP Ops $29,592
ATTN: Susan Ajemian
2400 North Commerce Parkway
Suite 405
Weston, FL 33326
Tel: 954-903-1810
Email: susan.Ajemian@dukerealty.com
13. Viviana SRL Inventory $26,491
ATTN: Bankruptcy Department
Viale Bianca Maria n. 18
C.F. / P.IVA 11376300965
Milano 20129
Italy
Email: admin@vivianastraps.com
14. Xact Data Discovery IT & Security $25,020
ATTN: David Moran
5800 Foxridge Dr., Suite 406
Mission, KS 66202
Tel: 913-362-8662
Fax: 913-362-8619
Email: xar@xactdatadiscovery.com
15. Meridian Cable Inventory $22,632
ATTN: Cyndi Zurek
255 Business Park Circle
Suite 501
St. Augustine, FL 32095
Tel: 847-348-8394
Email: Cyndi@meridiancable.com
16. BioTras LLC Inventory $13,650
ATTN: Bankruptcy Department
1905 University Business Drive
Suite 604
McKinney, TX 75071
Tel: 214-325-4685
Email: krissy@biotras.com
17. Docusign IT $13,156
ATTN: Bankruptcy Department
221 Main Street, Suite 1000
San Francisco, CA 94105
Email: billing@docusign.com
18. EZ Executive Search HR $10,000
ATTN: Erik Zikos
8905 Man of War Drive
Waxhaw, NC 28173
Tel: 704-443-1287
Email: ErikZikos@msn.com
19. SIG 9 Global Security $9,370
ATTN: Bankruptcy Department
1717 North Andrews Avenue
Fort Lauderdale, FL 33311
Tel: 954-774-1117
Email: contact@sig9global.com
20. DEKRA Certification Inc. Regulatory $7,500
ATTN: Michelle Hood
1120 Welsh Road Ste 210
Arnhem, PA 19454
Tel: 925-283-7535 ext. 72000
Email: michelle.hood@dekra.com
21. Monya Mollohan Design, LLC Marketing $7,155
ATTN: Bankruptcy Department
2623 West Gray Wolf Trail
Phoenix, AZ 85085
Tel: 602-821-3702
Email: monyamollohan@gmail.com
22. Anatomical Resources, LLC Inventory $5,709
ATTN: Beth Davis
P.O. Box 252
Walled Lake, MI 48390
Tel: 248-388-0085
Email: beth.davis@scasurgery.com
23. Advance Medical Designs Inventory $5,110
ATTN: Bankruptcy Department
1120 Atlanta Industrial Drive
Marietta, GA 30066
Tel: 770-218-3490
Email: reevesc@advmeddes.com
24. Flextech, Inc Inventory $4,971
ATTN: Bankruptcy Department
7300 West 27th Street
St. Louis Park, MN 55426
Tel: 952-345-0012
Email: chris@Flextechfoam.com
25. Steris Inventory $3,648
ATTN: Tom Olson
9303 West Broadway Avenue
Brooklyn Park, MN 55445
Tel: 673-786-2929 ext. 49112
Email: tom_olson@steris.com
26. GBS Labeling Inventory $3,203
ATTN: Bankruptcy Department
7233 Freedom Avenue NW
North Canton, OH 44720
Tel: 330-929-8050
Email: milissap@gbscorp.com
27. Fedex Freight Ops $2,844
ATTN: Bankruptcy Department
P.O. BOX 223125
Pittsburgh, PA 1525
Tel: 870-741-9000
Email: cash.post@fedex.com
28. Medrio Inc Clinical $2,700
ATTN: Bankruptcy Department
345 California Street, Suite 325
San Francisco, CA 9410
Tel: 415-963-3700
Email: invoicing@medrio.com
29. ActZero IT $2,479
ATTN: Bankruptcy Department
5045 South Service Rd, Suite 300
Burlington, ON L7L 5Y7
Canada
Tel: 905-681-6900 ext. 84246
Email: accounting‐igo@actzero.ai
30. U.S. Department of Justice Legal Unknown
ATTN: Bankruptcy Department
950 Pennsylvania Avenue, NW
Washington, DC 20530
Tel: 202-514-2000
Email: Civil.Feedback@usdoj.gov
TMC BUYER: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned our 'B' issuer credit rating to
U.S.-based industrial services provider (refractory, mechanical,
and specialty services) TMC Buyer Inc. (d/b/a Terra Millennium
Corporation).
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's proposed $50 million
revolving credit facility, $435 million first-lien term loan, and
$100 million delayed draw term loan, indicating our expectation for
meaningful (50%-70%, rounded estimate: 50%) recovery in the event
of a payment default.
"The stable outlook reflects our expectation that TMC will deliver
consistent performance over the next 12 months, benefiting from its
recurring revenue stream, solid end-market demand, and potential
contributions from any acquisitions. We expect the company's
debt-to-EBITDA ratio to be below 6x in fiscal 2023.
"Our view of TMC's business reflects its position as a leading
player in the refractory services market, offset by modest scale, a
footprint concentrated in the U.S., and niche service offering. TMC
operates in three business segments: refractory (51% of earnings),
mechanical (26%), and specialty services (23%). The company
provides the design, installation, and maintenance of refractory
material (in furnaces and other high-temperature environments). As
the largest U.S. provider in the niche refractory service market,
with 13% market share and three times as large as its next
competitor, TMC's business benefits from national scale, a mobile
workforce, and industry expertise. In its mechanical segment
(process piping, structural steel erection, and equipment setting)
and specialty services (scaffolding, fireproofing, insulation, and
coating) segments, TMC has a smaller market share, and thus faces
more competition from a number of larger engineering and
construction firms with strong financial stability, as well as
regional and local service providers.
"In our view, the company's recurring revenue mix provides it with
relatively good revenue predictability. Nearly 70% of the company's
earnings come from recurring maintenance work, 30% from larger
capital projects. TMC has a relatively diverse customer base, with
no customer accounting for more than 7.5% of total revenue and over
90% of its fiscal 2021 revenue from repeat customers. Most of the
company's projects are classified as time and materials (65%) and
unit price (12%), which we view more favorably than fixed-price
contracts (23%), due to the risk of cost overruns."
Still, the company's relatively small scale, niche service
offering, and domestic footprint in an overall fragmented and
competitive market tempers these strengths. In addition, S&P views
the engineering & construction industry as fraught with operating
risks, where unexpected project delays or project losses could
result in significant swings in earnings and cash flows.
S&P said, "Our assessment of TMC's financial risk profile
incorporates our expectation for adjusted debt to EBITDA above 5x
and its controlling ownership by a financial sponsor. We forecast
TMC's top line to expand in fiscal 2023 as it pursues acquisitions
(funded by the delayed draw term loan) and continues to grow
organically. We expect adjusted EBITDA margins to be in the
mid-teens-percent area, consistent with recent levels. We do not
anticipate significant working capital swings because the majority
of TMC's work is relatively smaller projects. We estimate capital
expenditures to be about 1%-2% of annual sales to maintain
equipment, fleet, and tools, and to support growth projects. As
such, we forecast TMC's adjusted debt leverage to be in the 5x-6x
range in fiscal 2023, with positive free operating cash flow (FOCF)
generation. However, we anticipate TMC will continue to pursue
tuck-in acquisitions, which could elevate debt leverage above our
base case forecast. In addition, TMC's ownership by a financial
sponsor could limit sustained debt leverage reduction over the long
term, in our view.
"The stable outlook reflects our expectation that TMC will deliver
consistent performance over the next 12 months, benefiting from its
recurring revenue stream through stressful periods, solid
end-market demand, and contributions from potential acquisitions.
We expect the company's debt-to-EBITDA ratio to be below 6x in
fiscal 2023.
"We could lower the rating over the next 12 months if we expect the
company would not reduce its debt to EBITDA below 6.5x or would
generate FOCF to debt below 3% on a sustained basis. This could
occur as a result of a meaningful deterioration in EBITDA margins
due to recessionary or inflationary pressures, key project losses,
or a material debt-leveraging transaction. We could also lower the
rating if we believed the company's liquidity had become
constrained. This could occur, for example, due to
weaker-than-expected earnings or unanticipated large working
capital outflows.
"We consider an upgrade unlikely over the next 12 months given
TMC's financial sponsor ownership and our belief that its financial
policy will be aggressive over the longer term. However, we could
raise the rating if we believed the company provided a sustained
demonstration of solid operating performance and meaningful debt
reduction, such that it were able to achieve adjusted debt leverage
below 5x and FOCF to debt greater than 5% on a sustained basis and
that the risk of re-leveraging above 5x were low."
ESG credit indicators: E2 S2 G3
S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of TMC Buyer Inc., as is the case for most
rated entities owned by private-equity sponsors. We believe the
company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners." This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns.
TOUCHPOINT GROUP: Issues $225K Promissory Note to Mast Hill
-----------------------------------------------------------
Touchpoint Group Holdings Inc. entered into a securities purchase
agreement with Mast Hill Fund, L.P., whereby in consideration of
$202,500, which was received on June 8, 2022, the Company issued to
Mast Hill a senior secured convertible promissory note in the
principal amount of $225,000 and common stock purchase warrants to
purchase 168,750,000 shares of the Company's common stock and
262,500,000 shares of its common stock, respectively.
The principal amount of the Note and all interest accrued thereon
are payable on June 7, 2023. The Note provides for interest at the
rate of 12% per annum, payable at maturity, and is convertible into
shares of the Company's common stock at a price of $0.0012 per
share, subject to anti-dilution adjustments in the event of certain
corporate events as set forth in the Note. In addition, subject to
certain limited exceptions, if at any time while the Note remains
outstanding, the Company grants any option to purchase, sell or
grant any right to reprice, or otherwise dispose of, issue or sell
any shares of the Company's common stock or securities or rights
convertible into or exercisable for shares of the Company's common
stock, at a price below the then conversion price of the Note, the
holder of the Note shall have the right to reduce the conversion
price to such lower price. Further, if the Company or one of the
Company's subsidiaries issues any security or amends any security
outstanding upon issuance of the Note and Mast Hill reasonably
believes that such security contains a term in favor of the holder
thereof which is more favorable than the terms contained in the
Note, such as provisions relating to prepayment, original issue
discounts and interest rates, then upon request of Mast Hill, such
term shall become part of the transaction documents exchanged with
Mast Hill in connection with the sale of the Note.
In addition to the obligation to repay the Note at maturity, the
Note provides that if at any time prior to repayment or full
conversion of the Note the Company receives cash proceeds from
various sources, including payments from customers, Mast Hill has
the right to demand that up to 50% of the amount received be
applied to the payment of amounts due under the Note. The Note
also grants to Mast Hill a right of first refusal to provide
financing to the Company on such terms as might be offered by a
third party.
Payment of all amounts due under the Note is secured by a lien on
substantially all of the Company's assets and those of its
subsidiaries in accordance with the terms of the Security Agreement
entered into concurrently with the Note.
Pursuant to the Securities Purchase Agreement the Company granted
Mast Hill "piggy back" registration rights with respect to the
securities issuable upon conversion of the Note and exercise of the
First and Second Warrant.
The First Warrant is exercisable until June 7, 2027, at a price of
$0.0012 per share, subject to customary anti-dilution adjustments.
In addition, subject to certain limited exceptions, if at any time
while the First Warrant remains outstanding, the Company grants any
option to purchase, sell or grant any right to reprice, or
otherwise dispose of, issue or sell any shares of its common stock
or securities or rights convertible into or exercisable for shares
of our common stock, at a price below the then exercise price of
the First Warrant, the holder of the First Warrant shall have the
right to reduce the exercise price to such lower price. The First
Warrant may also be exercised by means of a "cashless exercise" in
accordance with the formula provided in the Warrant.
The Second Warrant only becomes exercisable upon the occurrence of
an Event of Default (as defined in the Note) and, upon such
occurrence, remains exercisable for a period of five years and will
be cancelled if the Note is satisfied by its maturity date and
prior to an Event of Default. The price payable upon exercise of
the Second Warrant is $0.0012 per share, subject to customary
anti-dilution adjustments. In addition, subject to certain limited
exceptions, if at any time while the Second Warrant remains
outstanding, the Company grants any option to purchase, sell or
grant any right to reprice, or otherwise dispose of, issue or sell
any shares of its common stock or securities or rights convertible
into or exercisable for shares of our common stock, at a price
below the then exercise price of the Warrant, the holder of the
Second Warrant shall have the right to reduce the exercise price to
such lower price. The Second Warrant may also be exercised by
means of a "cashless exercise" in accordance with the formula
provided in the Warrant.
Each of the Note, the First Warrant and the Second Warrant contains
a "blocker" limiting the number of shares which may be acquired at
any time to such amount as would not cause the holder of the Note
and Warrants, and its affiliates as defined in the Note, to be
deemed to hold more than 4.99% of the number of shares of common
stock outstanding as of the date of the proposed acquisition.
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. 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.
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.
UNIVISION COMMUNICATIONS: Moody's Rates New $500MM Term Loan 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Univision
Communications, Inc.'s proposed $500 million Term Loan A, $500
million Term Loan B and $500 million senior secured notes. Moody's
also assigned a B1 to Univision's new $522 million revolving credit
facility due 2027.
Proceeds from the new facilities will be used to repay the $370
million senior secured notes due 2025 with the remainder used to
partly repay outstanding amounts under the existing 2024 Term Loan
C. The refinancing transaction is hence leverage neutral and the
seniority of the new facilities pari-passu with those of the
refinanced ones.
Affirmations:
Issuer: Univision Communications Inc.
Corporate Family Rating, Affirmed B1
Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)
Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD3)
Downgrades:
Issuer: Univision Communications Inc.
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Assignments:
Issuer: Univision Communications Inc.
Senior Secured Term Loan A, Assigned B1 (LGD3)
Senior Secured Term Loan B, Assigned B1 (LGD3)
Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3)
Outlook Actions:
Issuer: Univision Communications Inc.
Outlook, Remains Positive
RATINGS RATIONALE
The B1 rating reflects the company's enhanced scale following the
acquisition of Grupo Televisa, S.A.B's production business, and its
strong position in the Spanish language media sector with access to
the US, the number one Spanish speaking population by GDP and
Mexico, the number one Spanish speaking country by population. The
vertical integration of production capabilities will allow the
company to better align its programming to its audience as well as
its advertisers. The rating also incorporates Moody's expectation
that leverage (Moody's adjusted) will trend below 5.5x by the end
of 2022.shortly after the transaction.
The B1 rating also reflects Univision's heavy dependence on
advertising with more than 60% of revenue derived from TV
advertising. The company's audience has however held strong and
increased over the past two years. Hispanics also represent one of
the fastest growing populations in the US, helping drive ad demand
for Univision's programs.
The positive outlook reflects Moody's expectation that the
company's leverage will reduce to below 5x in the coming 12-18
months as a result of a combination of both debt repayment and
EBITDA growth.
The downgrade of the PDR to B2-PD from B1-PD reflects the
introduction of maintenance financial covenants as part of the term
loan A and revolving credit facility which could trigger an earlier
default. The introduction of financial maintenance covenants also
leads Moody's to increase its recovery assumption to an above
average 65% recovery rate at default.
The B1 ratings on the company's senior secured bank loans and
senior secured notes reflect the probability of default of the
company, as reflected in the B2-PD probability of default rating
(PDR), an average expected family recovery rate of 65%.
The company has a good liquidity profile, supported by a large cash
balance at close as well as strong free cash flow generation of
more than $400 million in 2022. The company also retains access to
the full amount under its $610 million revolving credit facility
($88 million of which matures in 2025, and $522 million in 2027)
which is expected to remain undrawn. The revolver is subject to a
first lien net leverage maintenance financial covenant set at 7.5x,
stepping down to 7x at December 31, 2023 and 6.75x at December 31,
2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Further positive pressure on the ratings could develop should the
company's subscription revenue from OTT grow such that Moody's
adjusted leverage improve to around 4.5x on a sustainable basis and
Moody's adjusted free cash flow to debt trend towards 10%.
Negative ratings pressure could develop should the company's
Moody's adjusted leverage increase above 5.5x on a sustained basis
or should the company's liquidity weaken.
Univision Communications Inc., headquartered in New York, is a
leading Spanish-language media company in the U.S. operating in two
segments, Media Networks and Radio. Univision's Media Networks
segment includes television operations with 61 owned or operated
broadcast stations; two leading broadcast networks (Univision
Network and UniMas); 10 cable networks (including Galavision, TUDN
-- previously Univision Deportes Network - and Univision
tlnovelas), and digital operations (including a network of online
and mobile apps as well as video, music and advertising services).
The company also has rights to the substantial majority of LIGA MX
teams and certain UEFA properties. Univision Radio includes the
company's 58 owned or operated radio stations. In 2020, Univision
reported $2.5 billion in revenue and $966 million in EBITDA
(Management's Adjusted OIBDA).
The principal methodology used in these ratings was Media published
in June 2021.
VERTEX AEROSPACE: Moody's Ups CFR to B1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has concluded its review for upgrade of
Vertex Aerospace Services Corp. Moody's upgraded its ratings for
Vertex, including the corporate family rating to B1 from B2 and the
probability of default rating to B1-PD from B2-PD.
Concurrently, Moody's confirmed the B1 rating on the first lien
term loan and also assigned a B1 rating to the proposed incremental
first lien term loan. Proceeds from the incremental term loan will
be primarily used to repay existing debt as part of the pending
all-stock merger between Vertex and Vectrus, Inc., a provider of
critical mission support to military and government customers. The
merger is expected to close in the third quarter of 2022.
Concurrent with the rating actions, Moody's also assigned a SGL-2
Speculative Grade Liquidity rating to Vertex. The rating outlook
was changed to stable from rating under review. This concludes the
review for upgrade initiated on March 8th, 2022.
The upgrades reflect Vertex's increased size and enhanced
technology and service capabilities resulting from the merger with
Vectrus. This will better position the company for future
contract wins in the competitive government services contractor
market. The upgrades also reflect the deleveraging nature of the
transaction, with pro forma debt-to-EBITDA declining by almost one
turn to 4.7x, as well as Moody's expectations of robust cash
generation in 2023 and beyond, which will provide good financial
flexibility.
The following is a summary of the rating actions:
Issuer: Vertex Aerospace Services Corp.
Upgrades:
Corporate Family Rating, Upgraded to B1 from B2
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Confirmations:
Senior Secured First Lien Term Loan due 2028, Confirmed at B1
(LGD3)
Assignments:
Incremental Senior Secured First Lien Term Loan due 2028, Assigned
B1 (LGD3)
Speculative Grade Liquidity Rating, Assigned SGL-2
Outlook Actions:
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
The B1 CFR reflects the combined company's scale, long customer
relationships and broad service offerings. Moody's recognizes the
strategic rationale for the transaction, which should improve the
company's competitive position and expand its bid pipeline. The
merger also improves geographic, customer and contract diversity.
Moody's anticipates June 2022 pro forma debt-to-EBITDA of around
4.7x. Moody's expects earnings growth to reduce leverage to near or
below 4x by the end of 2023.
Moody's believes near-term execution risk is elevated given the
large size and transformational nature of the Vertex/Vectrus
merger, particularly as the transaction closely follows Vertex's
acquisition of Raytheon's mission support, training and maintenance
services business in late 2021. Government shutdowns or disruption
of federal acquisition processes are an inherent risk in the
industry. Further, Vertex has had a mixed track record of organic
growth in recent years, although Moody's notes new business
development momentum and meaningful business wins over the last
twelve months. Despite the doubling in size following the merger,
Vertex will remain about half the size of competitors following
significant consolidation in the defense services industry. As a
result, Moody's believes that the company will continue to be
acquisitive once the integration of Vertex and Vectrus is
substantially underway.
The SGL-2 speculative grade liquidity rating denotes Moody's
expectation of good liquidity over the next 12 months. Moody's
anticipates pro forma June 2022 cash balances of around $50
million. Vertex has no near-term principal obligations and
mandatory amortization on term debt is relatively modest at around
$14 million per annum. Moody's anticipates limited free cash
generation during 2022, in large part due to one-time
merger-related expenses. Moody's expects improved cash generation
in 2023 and beyond with FCF-to-Debt at least in the high
single-digits. External liquidity is provided by an ABL facility
that is expected to be upsized to $200 million, expiring in 2026.
The ABL contains a springing fixed charge coverage ratio of 1x and
Moody's believes the likelihood of test activation is low. The term
loans are covenant lite.
The stable outlook reflects Moody's expectations for earnings
growth and healthy cash generation, particularly in 2023, as well
as Vertex's significant backlog and good contract diversity.
The B1 (LGD3) rating on Vertex's $1.2 billion senior secured term
loan is the same as the B1 Corporate Family Rating. The first lien
term loan benefits from the presence of a $185 million second lien
term loan (unrated). However, the first lien facilities rank behind
the $200 million ABL facility with respect to the most liquid
assets including cash, accounts receivable and inventory.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating momentum would depend on smooth integration of the
two companies, expectations of debt-to-EBITDA sustained below 4x
and free cash flow-to-debt at least in the high single-digits.
Downward rating pressure would mount if there are integration
challenges, market share losses or government budgetary pressures
that result in revenue or profit declines. Further, debt/EBITDA
sustained above 5.0x or weakening liquidity could lead to a
downgrade.
Vertex Aerospace Services Corp. (dba "V2X"), headquartered in
Northern Virginia, provides aircraft maintenance and sustainment
services for fixed wing and rotorcraft platforms and also provides
a variety of service solutions, including facility and base
operations, supply chain and logistics services and information
technology mission support. Pro forma LTM annual revenues are about
$3.4 billion.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
WORLD WINE: Starts Chapter 11 Subchapter V Case
-----------------------------------------------
World Wine Group Inc. filed for chapter 11 protection in the
Southern District of New York, without stating a reason. The
Debtor filed as a small business debtor seeking relief under
Subchapter V of Chapter 11 of the Bankruptcy Code.
According to court filings, World Wine Group Inc. estimates between
1 and 49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
July 7, 2022 at 1:00 p.m. at the Office of UST (TELECONFERENCE
ONLY).
About World Wine Group Inc.
World Wine Group Inc. is a licensed liquor authority in the county
of New York, licensed by New York State State Liquor Authority
(NYSSLA)that specializes in beer and ale.
World Wine Group Inc. filed a petition for relief under Subchapter
V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case
No. 22-10738) on June 10, 2022. In the petition filed by Cheng Rui
Lu, as owner, the Debtor estimated assets up to $50,000 and
liabilities between $100,000 and $500,000.
Warren R. Graham, of the Law Office of Warren R. Graham, is the
Debtor's counsel.
Sam Dawidowicz has been appointed as Subchapter V trustee.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Armando V. De Guzman and Francisca Patricia De Guzman
Bankr. D. Ariz. Case No. 22-03646
Chapter 11 Petition filed June 7, 2022
represented by: Alan Solot, Esq.
LAW OFFICE OF ALAN R. SOLOT
In re Cynthia Cecile Sidrian
Bankr. N.D. Cal. Case No. 22-40549
Chapter 11 Petition filed June 7, 2022
represented by: Marc Voisenat, Esq.
In re CEI Hair Schools, LLC
Bankr. N.D. Ga. Case No. 22-54337
Chapter 11 Petition filed June 7, 2022
See
https://www.pacermonitor.com/view/VSJRCNQ/CEI_Hair_Schools_LLC__ganbke-22-54337__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Weyloff Sales, LLC
Bankr. N.D. Ga. Case No. 22-54332
Chapter 11 Petition filed June 7, 2022
Case Opened
In re 102 Ave 8121 Holding Group Corp.
Bankr. E.D.N.Y. Case No. 22-41294
Chapter 11 Petition filed June 7, 2022
See
https://www.pacermonitor.com/view/PCZTFAY/102_Ave_8121_Holding_Group_Corp__nyebke-22-41294__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Eve's NY Limo, Inc.
Bankr. E.D.N.Y. Case No. 22-41300
Chapter 11 Petition filed June 7, 2022
See
https://www.pacermonitor.com/view/HAKUNXY/Eves_NY_Limo_Inc__nyebke-22-41300__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Green Bird Ventures LLC
Bankr. S.D.N.Y. Case No. 22-22340
Chapter 11 Petition filed June 7, 2022
See
https://www.pacermonitor.com/view/LF7GVUA/Green_Bird_Ventures_LLC__nysbke-22-22340__0001.0.pdf?mcid=tGE4TAMA
represented by: Allen A. Kolber, Esq.
ALLEN KOLBER
E-mail: akolber@kolberlegal.com
In re Barnstorm Resources LLC
Bankr. E.D. Tex. Case No. 22-60246
Chapter 11 Petition filed June 7, 2022
See
https://www.pacermonitor.com/view/XF27SQY/Barnstorm_Resources_LLC__txebke-22-60246__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeff Carruth, Esq.
WEYCER, KAPLAN, PULASKI & ZUBER, P.C.
E-mail: jcarruth@wkpz.com
In re Jaxon5 Imports, LLC
Bankr. S.D. Tex. Case No. 22-31596
Chapter 11 Petition filed June 7, 2022
See
https://www.pacermonitor.com/view/GPENOZQ/Jaxon5_Imports_LLC__txsbke-22-31596__0001.0.pdf?mcid=tGE4TAMA
represented by: Reese Baker, Esq.
BAKER & ASSOCIATES
E-mail: courtdocs@bakerassociates.net
In re Coin Connect LLC
Bankr. C.D. Cal. Case No. 22-13208
Chapter 11 Petition filed June 8, 2022
See
https://www.pacermonitor.com/view/IDKCGZI/Coin_Connect_LLC__cacbke-22-13208__0001.0.pdf?mcid=tGE4TAMA
represented by: Louis J. Esbin, Esq.
LAW OFFICES OF LOUIS J. ESBIN
E-mail: Louis@Esbinlaw.com
In re SDH Medical Services, Inc.
Bankr. M.D. Fla. Case No. 22-02041
Chapter 11 Petition filed June 8, 2022
See
https://www.pacermonitor.com/view/ICRTYRY/SDH_Medical_Services_Inc__flmbke-22-02041__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Tedeschi & Sons Inc.
Bankr. M.D. Fla. Case No. 22-02046
Chapter 11 Petition filed June 8, 2022
See
https://www.pacermonitor.com/view/JBYXOKA/Tedeschi__Sons_Inc__flmbke-22-02046__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re ADL International, LLC
Bankr. N.D. Ohio Case No. 22-50657
Chapter 11 Petition filed June 8, 2022
See
https://www.pacermonitor.com/view/DG4XULQ/ADL_International_LLC__ohnbke-22-50657__0001.0.pdf?mcid=tGE4TAMA
represented by: Marc B. Merklin, Esq.
BROUSE MCDOWELL, LPA
E-mail: mmerklin@brouse.com
In re Luminance Acquisition, LLC
Bankr. N.D. Ohio Case No. 22-50655
Chapter 11 Petition filed June 8, 2022
See
https://www.pacermonitor.com/view/4AEND2I/Luminance_Acquisition_LLC__ohnbke-22-50655__0001.0.pdf?mcid=tGE4TAMA
represented by: Marc B. Merklin, Esq.
BROUSE MCDOWELL, LPA
E-mail: mmerklin@brouse.com
In re Hallmark Lighting, LLC
Bankr. N.D. Ohio Case No. 22-50658
Chapter 11 Petition filed June 8, 2022
See
https://www.pacermonitor.com/view/CD6U63I/Hallmark_Lighting_LLC__ohnbke-22-50658__0001.0.pdf?mcid=tGE4TAMA
represented by: Marc B. Merklin, Esq.
BROUSE MCDOWELL, LPA
E-mail: mmerklin@brouse.com
In re SV-ADL Holdings, LLC
Bankr. N.D. Ohio Case No. 22-50656
Chapter 11 Petition filed June 8, 2022
See
https://www.pacermonitor.com/view/5JNYHMA/SV-ADL_Holdings_LLC__ohnbke-22-50656__0001.0.pdf?mcid=tGE4TAMA
represented by: Marc B. Merklin, Esq.
BROUSE MCDOWELL, LPA
E-mail: mmerklin@brouse.com
In re Wortman 760 Corp
Bankr. E.D.N.Y. Case No. 22-41319
Chapter 11 Petition filed June 9, 2022
See
https://www.pacermonitor.com/view/7ET2QDI/Wortman_760_Corp__nyebke-22-41319__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Peter Szanto
Bankr. S.D. Cal. Case No. 22-01558
Chapter 11 Petition filed June 10, 2022
In re Michael David Barth
Bankr. D. Colo. Case No. 22-12081
Chapter 11 Petition filed June 10, 2020
represented by: Keri Riley, Esq.
In re Yorktown Electric Inc.
Bankr. M.D. Fla. Case No. 22-02329
Chapter 11 Petition filed June 10, 2022
See
https://www.pacermonitor.com/view/5SVRDGQ/Yorktown_Electric_Inc__flmbke-22-02329__0001.0.pdf?mcid=tGE4TAMA
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: All@tampaesq.com
In re World Wine Group Inc.
Bankr. S.D.N.Y. Case No. 22-10738
Chapter 11 Petition filed June 10, 2022
See
https://www.pacermonitor.com/view/JLJFW6Q/World_Wine_Group_Inc__nysbke-22-10738__0001.0.pdf?mcid=tGE4TAMA
represented by: Warren R. Graham, Esq.
HOOPER, YANG & ASSOCIATES LAW OFFICE
E-mail: r.hineslaw@gmail.com
In re Pocono Mountain Lake Forest Community Assn, Inc.
Bankr. M.D. Pa. Case No. 22-01084
Chapter 11 Petition filed June 10, 2022
See
https://www.pacermonitor.com/view/3352BKI/POCONO_MOUNTAIN_LAKE_FOREST_COMMUNITY__pambke-22-01084__0001.0.pdf?mcid=tGE4TAMA
represented by: John J. Martin, Esq.
LAW OFFICES OF JOHN J. MARTIN
E-mail: jmartin@martin-law.net
In re Sirius Properties, Corp.
Bankr. D.P.R. Case No. 22-01663
Chapter 11 Petition filed June 10, 2022
See
https://www.pacermonitor.com/view/XFQE5IQ/SIRIUS__PROPERTIES_CORP__prbke-22-01663__0001.0.pdf?mcid=tGE4TAMA
represented by: Carlos Alberto Ruiz, Esq.
LCDO. CARLOS ALBERTO RUIZ, CSP
E-mail:
carlosalbertoruizquiebras@gmail.com
In re CKH Risk Management, LLC
Bankr. W.D. Tex. Case No. 22-50646
Chapter 11 Petition filed June 10, 2022
See
https://www.pacermonitor.com/view/OMXWCLA/CKH_Risk_Management_LLC__txwbke-22-50646__0001.0.pdf?mcid=tGE4TAMA
represented by: William R. Davis, Jr., Esq.
LANGLEY & BANACK, INC.
E-mail: wrdavis@langleybanack.com
In re Gary Michael Burk
Bankr. W.D. Tex. Case No. 22-50647
Chapter 11 Petition filed June 10, 2022
represented by: William Davis, Esq.
In re John Assi MD PA
Bankr. M.D. Fla. Case No. 22-01172
Chapter 11 Petition filed June 13, 2022
See
https://www.pacermonitor.com/view/O7JOYHQ/John_Assi_MD_PA__flmbke-22-01172__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Ortiz A Trucking, LLC
Bankr. M.D. Fla. Case No. 22-02366
Chapter 11 Petition filed June 13, 2022
See
https://www.pacermonitor.com/view/A7OQTDI/Ortiz_A_Trucking_LLC__flmbke-22-02366__0001.0.pdf?mcid=tGE4TAMA
represented by: Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
E-mail: dvelasquez@lathamluna.com
In re Beacon Scientific, LLC
Bankr. D. Md. Case No. 22-13209
Chapter 11 Petition filed June 13, 2022
See
https://www.pacermonitor.com/view/PQQXANQ/Beacon_Scientific_LLC__mdbke-22-13209__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven L. Goldberg, Esq.
MCNAMEE HOSEA, P.A.
E-mail: sgoldberg@mhlawyers.com
In re 704 Howe Street, LLC
Bankr. D.N.J. Case No. 22-14820
Chapter 11 Petition filed June 13, 2022
See
https://www.pacermonitor.com/view/GVW6W6I/704_Howe_Street_LLC__njbke-22-14820__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian W. Hofmeister, Esq.
LAW FIRM OF BRIAN W. HOFMEISTER, LLC
E-mail: bwh@hofmeisterfirm.com
In re Sung Ho Mo
Bankr. D.N.J. Case No. 22-14796
Chapter 11 Petition filed June 13, 2022
In re Mary Fox Fried
Bankr. S.D.N.Y. Case No. 22-10743
Chapter 11 Petition filed June 13, 2022
represented by: Robert Dakis, Esq.
In re EJ Legacy, LLC
Bankr. M.D. Fla. Case No. 22-02108
Chapter 11 Petition filed June 14, 2022
See
https://www.pacermonitor.com/view/QCGXJWY/EJ_Legacy_LLC__flmbke-22-02108__0001.0.pdf?mcid=tGE4TAMA
represented by: Chris Hixson, Esq.
CONSUMER LAW ATTORNEYS
E-mail: chixson@consumerlawattorneys.com
In re Eiser International LLC
Bankr. N.D. Ga. Case No. 22-54490
Chapter 11 Petition filed June 14, 2022
Case Opened
In re Mark B. Engel
Bankr. D.N.J. Case No. 22-14852
Chapter 11 Petition filed June 14, 2022
represented by: Timothy Neumann, Esq.
In re Riome Plumbing & Mechanical LLC
Bankr. D.N.J. Case No. 22-14859
Chapter 11 Petition filed June 14, 2022
See
https://www.pacermonitor.com/view/WBB4VYY/Riome_Plumbing__Mechanical_LLC__njbke-22-14859__0001.0.pdf?mcid=tGE4TAMA
represented by: David A. Kasen, Esq.
KASEN & KASEN, P.C.
E-mail: dkasen@kasenlaw.com
In re RAPI Inc.
Bankr. E.D.N.Y. Case No. 22-41365
Chapter 11 Petition filed June 14, 2022
See
https://www.pacermonitor.com/view/GTZU4ZQ/RAPI_Inc__nyebke-22-41365__0001.0.pdf?mcid=tGE4TAMA
represented by: J. Ted Donovan, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
E-mail: tdonovan@gwfglaw.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2022. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
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