/raid1/www/Hosts/bankrupt/TCR_Public/220623.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 23, 2022, Vol. 26, No. 173
Headlines
274 ATLANTIC: Case Summary & Four Unsecured Creditors
819D LLC: SARE Files Bare-Bones Chapter 11 Petition
975 WALTON: Wins Cash Collateral Access Thru Aug. 31
ADAMIS PHARMACEUTICALS: Amends Bylaws to Modify Quorum Requirement
APPLIED ENERGETICS: Provides More Details on U.S. Army Contract
ARTESIAN BUILDS: To Auction Off Remaining Inventory
ARTHUR GROOM: Wins Cash Collateral Access Thru Sept 30
ATLANTA LIGHT: Court OKs Lender's Bid to Prohibit Cash Use
ATLANTIC BROOM: Wins Cash Collateral Access Thru June 29
BH COSMETICS: Wins Final Cash Collateral Access
BLINK CHARGING: Closes Acquisition of SemaConnect
BRIAN WITZER: Creditor Seeks Chapter 11 Trustee Appointment
BURGESS POINT: Moody's Assigns 'B3' CFR & Rates 1st Lien Loans 'B2'
BURTS CONSTRUCTION: Houston Site Work Firm Enters Chapter 11
BYRNA TECHNOLOGIES: All Six Proposals Passed at Annual Meeting
CALLON PETROLEUM: Fitch Rates New Unsecured Notes Due 2030 'B+'
CAMBER ENERGY: Registers 462.3 Million Shares for Possible Resale
CANADIAN DEHUA: Commences CCAA Proceedings
CARVANA CO: Ernest Garcia II Holds 44.46% of Class A Shares
CHERRY MAN: Cash Collateral Hearing Next Week as Talks Continue
CITGO PETROLEUM: S&P Affirms 'B-' Long-Term ICR, Outlook Stable
CLAIRMONT PLACE: No Decline in Resident Care, 3rd PCO Report Says
CLEARWATER COLLECTION: Taps Perlman as Litigation Counsel
CLUBHOUSE MEDIA: Reduces Common Stock's Par Value to $0.000001
CORP GROUP: Seventh Amended Liquidating Plan Confirmed by Judge
CRC INVESTMENTS: Wins Cash Collateral Access Thru Dec. 31
CREDITO REAL: Involuntary Chapter 11 Case Summary
CRYOMASS TECHNOLOGIES: All Three Proposals Passed at Annual Meeting
CRYOMASS TECHNOLOGIES: Files Resale Prospectus of 30M Common Shares
CTI BIOPHARMA: Growth Equity, et al. Report 8.8% Equity Stake
CTI BIOPHARMA: Registers 8M Shares Under 2017 Equity Incentive Plan
CYPRESS ENVIRONMENTAL: Seeks to Hire 'Ordinary Course' Professional
CYPRESS ENVIRONMENTAL: Taps FTI Consulting as Financial Advisor
CYPRESS ENVIRONMENTAL: Taps Paul Hastings as Legal Counsel
DIAMOND SCAFFOLD: Case Summary & 20 Largest Unsecured Creditors
ECOARK HOLDINGS: Agora Sells Unit's Membership Interests for $4.25M
FUELCELL ENERGY: Michael Bishop Resigns as Treasurer
GAUCHO GROUP: Issues 650,562 Shares as Director Compensation
GBT TECHNOLOGIES: Amends Joint Venture and Territorial License Pact
GOLD STANDARD: Case Summary & 30 Largest Unsecured Creditors
GRATA CAFE: Wins Cash Collateral Access Thru July 14
HAVEN CAMPUS: Wins Cash Collateral Access Thru June 30
HBL SNF: No Resident Complaints, 3rd PCO Report Says
HEBO FAMILY FOODS: Wins Cash Collateral Access Thru Sept 15
HLMC TITLE: Has Until June 30 to File Chapter 11 Plan
IRONSIDE LLC: Unsecured Creditors to Recover Less Than 1% in Plan
ITURRINO & ASSOCIATES: Wins Cash Collateral Access Thru July 14
JGR GROUP: June 30 Hearing on Bid to Use Cash Collateral
KHAF CORP: Court OKs Cash Collateral Access on Interim Basis
KINGSTON LLC: Unsecured Creditors to be Paid in Full in Plan
KR CITRUS: Unsecureds to Get $27K per Quarter for 3 Years
LONG ISLAND CITY: Court OKs Deal to Continue Cash Access
LUCID ENERGY II: Moody's Puts 'B2' CFR on Review for Upgrade
MAYAN POOLS & SPORTS: Files Chapter 11 Subchapter V Case
MERCURITY FINTECH: Issues $5M Promissory Note for Working Capital
MESOBLAST LTD: Final Hearing on $2M Suit Settlement Set For Aug. 15
MILLENNIUM SERVICES: Opts for Subchapter V Case; Bank Seeks Trustee
MULLEN AUTOMOTIVE: Extends Maturity of $28M Convertible Note
NUVO TOWER: Case Summary & 20 Largest Unsecured Creditors
O'BRIEN FAMILY LAND TRUST: SARE Hits Chapter 11 Bankruptcy
OCULAR THERAPEUTIX: All Four Proposals Passed at Annual Meeting
OMNIQ CORP: QShield Chosen to Combat Crime, Enforce Traffic Breach
PARETEUM CORP: Seeks to Hire FTI as Financial Advisor
PARETEUM CORP: Seeks to Hire King & Spalding as Special Counsel
PARETEUM CORP: Taps Togut, Segal & Segal as Bankruptcy Counsel
PARK SUPPLY: Seeks Cash Collateral Access Thru Aug 29
POMMEL MEADOWS: Seeks to Hire Barron & Newburger as Legal Counsel
POPPA CONSTRUCTION: Taps Roetzel & Andress as Litigation Counsel
PREMIER MODERN: Wins Interim Cash Collateral Access
QUANTUM DEVELOPMENT: Gets OK to Hire Edward Bowers as Accountant
REVLON INC: Citi's $900 Million Error Complicates Bankruptcy Case
RIDER HOTEL: Court OKs Deal on Cash Collateral Access
RUDRA INVESTMENTS: Wins Cash Collateral Access Thru Sept 30
S & N PROPERTY: Court Confirms 100% Sale Plan
SAGEWOOD LLC: Voluntary Chapter 11 Case Summary
SALINE LODGING: July 21 Plan & Disclosure Hearing Set
SAMARCO MINERACAO: BHP Group and Vale Won't Sell Joint Venture
SERVICE ONE: Case Trustee Wins Cash Collateral Access Thru Sept 2
SHOOT THE MOON: Houston Restaurant to File Chapter 7 Bankruptcy
SONEV CONSTRUCTION: Wins Cash Collateral Access on Final Basis
SOUTH SIDE CONVENIENT: Patient Care Ombudsman Files Initial Report
STIMWAVE TECHNOLOGIES: July 14 Final Hearing on $40MM DIP Loan
STORCENTRIC INC: Files for Chapter 11 to Pursue Sale
SWITCH LTD: Moody's Puts 'Ba3' CFR on Review for Downgrade
T M GRACE: Wins Interim Cash Collateral Access
TALEN ENERGY: Creditors' Committee Members Disclose Claims
TALEN ENERGY: Porter, Paul Update on Crossholder Group
TALEN ENERGY: Seeks to Hire Evercore Group as Investment Banker
TEN DOLLAR: June 29 Plan & Disclosure Hearing Set
TICONDEROGA FARMS: Voluntary Chapter 11 Case Summary
TROIKA MEDIA: Peter Coates Has 16.4% Equity Stake as of June 7
VENUS CONCEPT: Falls Short of Nasdaq Bid Price Requirement
VENUS CONCEPT: Two Proposals Approved at Annual Meeting
WASTEQUIP LLC: S&P Lowers ICR to 'CCC+' on Deteriorating Liquidity
WATSONVILLE HOSPITAL: July 27 Plan Confirmation Hearing Set
WOODFORD EXPRESS: S&P Raises ICR to 'B' on Improved Leverage
[*] Corporate Bankruptcy Filings, Restructurings Remain Tame
[*] President Biden Signs S.3823 Bankruptcy Bill into Law
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
274 ATLANTIC: Case Summary & Four Unsecured Creditors
-----------------------------------------------------
Debtor: 274 Atlantic Isles LLC
274 Atlantic Isles
Sunny Isles, FL 33160
Business Description: 274 Atlantic Isles LLC
Chapter 11 Petition Date: June 22, 2022
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 22-14810
Judge: Hon. Laurel M. Isicoff
Debtor's Counsel: Glenn D. Moses, Esq.
GENOVESE JOBLOVE & BATTISTA, P.A.
100 SE 2nd St.
44th Floor
Miami, FL 33131
Tel: 305-349-2300
Email: gmoses@gjb-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Isaac Halwani as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6G7725Y/274_Atlantic_Isles_LLC__flsbke-22-14810__0001.0.pdf?mcid=tGE4TAMA
819D LLC: SARE Files Bare-Bones Chapter 11 Petition
---------------------------------------------------
819D LLC filed for chapter 11 protection in the District of
Columbia, without stating a reason.
The Debtor claims to be a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101(51B). Its principal asset is located at 819 D
Street NE Washington, DC 20002
The Debtor's formal schedules of assets and liabilities and
statement of financial affairs are due July 5, 2022.
819D LLC estimates between 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
About 819D LLC
819D LLC is a Single Asset Real Estate (as defined in 11 U.S.C.
Sec. 101(51B)).
819D LLC sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Col. Case No. 22-00101) on June 19, 2022. In the
petition filed by Andrew Rubin, as president, the Debtor estimated
assets and liabilities between $1 million and $10 million. Kristen
E Burgers, of Hirschler Fleischer PC, is the Debtor's counsel.
975 WALTON: Wins Cash Collateral Access Thru Aug. 31
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized 975 Walton Bronx LLC to use cash collateral through
August 31, 2022, pursuant to its stipulation with lender Walton
Improvement Group LLC.
The Court said the Cash Collateral Order that expired on December
31, 2021, is continued and extended without change or modification
from the period beginning January 1, 2022, through and including
August 31, 2022, subject to further extension by agreement between
the Parties without Court approval required, based upon an updated
Budget.
The Stipulation and Consent Order may be executed in counterparts,
all of which taken together shall constitute one and the same
instrument. The Parties may execute the Stipulation and Order (JMM)
by signing any such counterpart and delivering such counterpart by
facsimile, electronically or otherwise.
A copy of the stipulation and consent order is available for free
at https://bit.ly/3zPIgjo from PacerMonitor.com.
About 975 Walton Bronx
975 Walton Bronx, LLC is a New York limited liability company,
which primarily owns a multi-family residential apartment building
at 975 Walton Avenue, Bronx, NY. The property consists of 182
apartments and commercial space, including a cell tower.
975 Walton Bronx sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-40487) on Feb. 25,
2021. At the time of filing, the Debtor had between $10 million
and $50 million in both assets and liabilities.
Judge Jil Mazer-Marino oversees the case.
Goldberg Weprin Finkel Goldstein, LLP is the Debtor's legal
counsel.
Walton Improvement Group LLC, as lender, is represented by Benjamin
Mintz, Esq., at ARNOLD & PORTER KAYE SCHOLER LLP.
ADAMIS PHARMACEUTICALS: Amends Bylaws to Modify Quorum Requirement
------------------------------------------------------------------
The board of directors of Adamis Pharmaceuticals Corporation
approved amendments to the Company's Amended and Restated Bylaws,
effective June 14, 2022.
The amendments, among other things, modified the provisions for
determining the presence of a quorum at all meetings of
stockholders, to provide that the presence, in person, by remote
communication, if applicable, or by proxy, of both (i) the holders
of a majority in voting power of the capital stock issued and
outstanding and entitled to vote on one or more matters to be voted
on at the meeting, and (ii) the holders of at least one-third of
all issued and outstanding shares of Common Stock entitled to vote,
will constitute a quorum at all meetings of the stockholders for
the transaction of business, and to provide that where a separate
vote by a class or classes or series is required, except where
otherwise provided by law or by the Company's Restated Certificate
of Incorporation or the Bylaws, a majority in voting power of the
outstanding shares, rather than a majority of the outstanding
shares as was provided prior to the amendment, of such class or
classes or series, present in person, by remote communication, if
applicable, or represented by proxy duly authorized, shall
constitute a quorum entitled to take action with respect to that
vote on that matter.
Prior to the amendments, the presence, in person, by remote
communication, if applicable, or by proxy duly authorized, of the
holders of a majority of the outstanding shares of stock entitled
to vote, would constitute a quorum for the transaction of business.
The amendments also provide in the absence of a quorum, any
meeting of stockholders may be adjourned, from time to time, either
by the chairman of the meeting or by vote of the holders of a
majority in voting power of the shares, rather than by a majority
of the shares, represented at the meeting. Prior to the
amendments, a meeting could be adjourned either by the chairman of
the meeting or by the vote of the holders of a majority of the
shares represented at the meeting.
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation --
http://www.adamispharmaceuticals.com-- is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
allergy, opioid overdose, respiratory and inflammatory disease.
Adamis reported a net loss applicable to common stock of $45.83
million for the year ended Dec. 31, 2021, compared to a net loss
applicable to common stock of $49.39 million for the year ended
Dec. 31, 2020.
San Diego, California-based BDO USA, LLP, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
APPLIED ENERGETICS: Provides More Details on U.S. Army Contract
---------------------------------------------------------------
Applied Energetics, Inc. provided additional details on its
$172,000 Phase I Small Business Technology Transfer (STTR) contract
with the U.S. Army for research and development of a directed
energy system capable of defeating threats specified by the U.S.
Army which it reported on June 8, 2022 in a Form 8-K filing with
the Securities and Exchange Commission. The objective of the
contract is the delivery of an ultra-broadband infrared (IR)
source.
Under this contract, Applied Energetics will model novel approaches
for the eye-safe delivery of ultra-broadband infrared laser pulses
to electro-optic sensors. Electro-Optical/Infrared (EO/IR) sensors
are imaging systems used for military applications. In addition to
this contract, Applied Energetics was awarded a multi-year grant
from the Department of the Navy, Office of Naval Research on June
1, 2022, to develop an optical system capable of defeating
customer-specified threats for integration onto U.S. Marine Corps
platforms.
"We're excited to take the next step in innovating, developing and
delivering this critical IRCM capability that is necessary to
support the Army's modernization efforts and defeat next-generation
sensors in a multi-domain battlespace. Continuing investments by
the Department of Defense in directed energy and ultrashort pulse
technology is expected to provide our national security
organizations significant advantages. We look forward to building
upon our ultrashort pulse laser technology portfolio with this key
project," said Dr. Gregory Quarles, president and CEO at Applied
Energetics.
The STTR program is a federally funded initiative to incorporate
small business technological innovation into government supported
research and development programs. STTRs require the small
business to team with a university or non-profit and are structured
in three potential phases. Applied Energetics plans to partner
with the James C. Wyant College of Optical Sciences at the
University of Arizona for Phase I.
Dr. Quarles added, "We've had the pleasure of working alongside the
optical scientists and engineers at the University of Arizona's
Wyant College of Optical Sciences for many years. We are pleased
to continue this collaboration with some of the brightest optics
and photonics minds in academia on this important work for the U.S.
Army."
About Applied Energetics
Headquartered in Tucson, Arizona, Applied Energetics, Inc. --
www.aergs.com -- specializes in the development and manufacture of
advanced high-performance lasers, high voltage electronics,
advanced optical systems, and integrated guided energy systems for
prospective defense, aerospace, industrial, and scientific
customers worldwide.
Applied Energetics reported a net loss of $5.42 million for the
year ended Dec. 31, 2021, a net loss of $3.23 million for the year
ended Dec. 31, 2020, and a net loss of $5.56 million for the year
ended Dec. 31, 2019. As of March 31, 2022, the Company had $3.75
million in total assets, $2.01 million in total liabilities, and
$1.74 million in total stockholders' equity.
Las Vegas, NV-based RBSM LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated
March 30, 2022, citing that the company has suffered recurring
losses from operations, will require additional capital to fund its
current operating plan, that raises substantial doubt about the
Company's ability to continue as a going concern.
ARTESIAN BUILDS: To Auction Off Remaining Inventory
---------------------------------------------------
Sayem Ahmed of Dexerto.com reports that after filing for bankruptcy
two months ago, Artesian Builds is now auctioning off its inventory
in several lots via a bankruptcy auction to pay off debts.
PC system integrator Artesian Builds filed for bankruptcy two
months ago, after a storm of hatred stemming from a disastrous
stream hosted by CEO Noah Katz. This snowballed into a chain of
events which saw the company ending up losing many of its
sponsorship partners, in addition to highlighting claims of
Artesian Builds doing various dodgy deals within the company.
Announced in a Tweet, Artesian Builds will be auctioning off
whatever is left of its inventory in a bid to pay off its debts.
The auction is due to begin on June 21, 2022. The tweet lists the
official court filing and a link to a Dropbox folder with official
documents. Inside the Dropbox folder, there is a list of inventory
for the listings.
What is Artesian Builds auctioning?
Artesian Builds is auctioning off its own inventory of PC hardware,
as well as office supplies such as TVs and office supplies. Split
into three lots, the auction will also be for the Artesian Builds
name and brand. Though, we wonder whether or not that's going to
be worth it, considering the amount of public ire that the company
has faced over the past four months.
About Artesian Future Technology
Artesian Future Technology, LLC, doing business as Artesian Builds,
is a customized personal computer maker in Oakland, Calif.
Artesian Future Technology filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
22-40396) on April 22, 2022, listing total assets of $1.27 million
and total liabilities of more than $3 million. Mark M. Sharf serves
as Subchapter V trustee.
Judge Charles Novack oversees the case.
Michael W. Malter, Esq., at Binder & Malter, LLP and Edward Webb, a
partner at BPM, LLP, serve as the Debtor's legal counsel and chief
restructuring officer, respectively.
ARTHUR GROOM: Wins Cash Collateral Access Thru Sept 30
------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Arthur Groom & Co., Inc. to use cash collateral on interim basis in
accordance with the budget through September 30, 2022.
The Debtor is permitted to use cash collateral for these purposes:
a. maintenance and preservation of its assets;
b. the continued operation of its business,
c. payroll, payroll taxes, employee expenses and insurance
costs; and
d. the purchase of replacement inventory; and
e. allowed professional fees and expenses.
TD Bank, N.A. has asserted a secured claim against the Debtor in
the approximate amount of $622,719 as of the Petition Date, secured
by a valid and subsisting first lien and security interest in all
of the Debtor's assets.
As adequate protection for use of cash collateral, to the extent of
any diminution in the value of TD’s interest in the Debtor's
pre-petition collateral, TD is granted a replacement perfected
security interest under section 361(2) of the Bankruptcy Code to
the extent cash collateral is used by the Debtor, to the extent and
with the same priority in the Debtor's post-petition collateral,
and proceeds thereof, that TD holds in the Debtor's prepetition
Collateral. To the extent the adequate protection provided for
proves insufficient to protect the Secured Creditor's interest in
and to the cash collateral, the Secured Creditor will have a
superpriority administrative expense claim, pursuant to Section
507(b) of the Bankruptcy Code, senior to any and all claims against
the Debtor under Section 507(a) of the Bankruptcy Code, whether in
this proceeding or in any superseding proceeding.
The replacement lien and security interest granted is automatically
deemed perfected upon entry of the Order without the necessity of
TD taking possession, filing financing statements, mortgages or
other documents.
Commencing on June 1, 2022, and on the first day of each month
thereafter pending further Court order, the Debtor will remit
payment in the amount of $7,500 per month to TD as adequate
protection of TD's interest in the Collateral.
TD Bank will be added as an additional insured party to the
Debtor's existing commercial general liability insurance policy
(policy no. JYPINS00001HIBP-74432-01). Proof of addition will be
provided to TD's counsel no later than June 30, 2022. In addition,
the Debtor will provide proof at the same time and manner of the
Key Man life insurance policy required by the TD loan documents.
A further hearing on the matter is scheduled for September 27 at 11
a.m.
A copy of the order and the Debtor's budget for the period from
December 2021 to December 2022 is available at
https://bit.ly/3On3Ks8 from PacerMonitor.com.
The Debtor projects $92,000 in beginning cash and $72,274 in total
costs for June 2022.
About Arthur Groom & Company, Inc.
Arthur Groom & Company, Inc., operates a retail jewelry store in
Ridgewood, New Jersey. The Debtor sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 22-14127)
on May 23, 2022. In the petition signed by Arthur Groom, owner, the
Debtor disclosed up to $10 millio in both assets and liabilities.
Judge Vincent F. Papalia oversees the case.
Stephen B. McNally, Esq., at McNallyLaw, LLC is the Debtor's
counsel.
ATLANTA LIGHT: Court OKs Lender's Bid to Prohibit Cash Use
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, granted Tandem Bank's request to prohibit Atlanta
Light Bulbs, Inc. from using cash collateral.
The Court said the Debtor is prohibited from using any cash which
constitutes proceeds of inventory or receivables of the Debtor.
As previously reported by the Troubled Company Reporter, Tandem
Bank is the holder of a secured claim against the Debtor in the
principal amount of $600,000, plus pre-petition and post-petition
interest, attorney's fees and charges as allowed by law, pursuant
to a Promissory Note and Business Loan Agreement dated September 2,
2020.
Tandem Bank says its claim is collateralized by first priority
security interest in all of the Debtor's assets. Tandem Bank's
secured claim is evidenced and perfected by virtue of the UCC
Financing Statement recorded in the records of the Clerk of
Superior Court of Dekalb County on September 14, 2020, as File No.
044-2020-004114.
Tandem Bank contends its lien extends to the Debtor's cash
collateral. No cash collateral motion has been filed, and no
request has been received by Tandem Bank to approve the use of cash
collateral. Tandem Bank opposes the use of its cash collateral and
has not consented to such use.
The Order was entered without prejudice to a subsequent motion
seeking authority to use cash collateral and Tandem Bank’s right
to oppose any subsequent request.
A copy of the order is available at https://bit.ly/3bcWil6 from
PacerMonitor.com.
About Atlanta Light Bulbs, Inc.
Atlanta Light Bulbs, Inc. is a family-owned and operated lighting
company that offers commercial lighting, fixtures, replacement
sockets, ballasts, and LED bulbs.
Halco Lighting Technologies, LLC, Candela Corporation, and Norcross
Electric Supply Company filed an involuntary petition for relief
against Atlanta Light Bulbs, Inc. under Chapter 11 of U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-52950) on April 15,
2022.
The Court entered an Order for Relief Under Chapter 11 on May 23,
2022, and directed the Debtor to submit a Chapter 11 Plan and
Disclosure Statement by September 20, 2022.
The petitioning creditors are represented in the case by Jason M.
Torf, Esq., at Ice Miller LLP.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee is represented by Tucker Ellis LLP as
counsel and Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
S. Gregory Hays has been appointed as Chapter 11 Trustee. He has
hired Hays Financial Consulting LLC as accountants.
ATLANTIC BROOM: Wins Cash Collateral Access Thru June 29
--------------------------------------------------------
Following the hearing on June 21, 2022, the U.S. Bankruptcy Court
for the District of Massachusetts authorized Atlantic Broom
Service, Inc. to use cash collateral on an interim basis through
June 29, 2022, on the same terms and conditions as set forth in the
order granting interim use of cash collateral dated June 16, except
as modified by this order. The Court said Atlantic Broom may use
the funds solely to pay (i) one week of non-insider payroll
estimated at $9,630, (ii) $1,500 for fuel, (iii) $4,000 for rent,
and (iv) health insurance as previously authorized.
The Court will hold a further video hearing on the motion on June
28, 2022, at 10:30 a.m. Objections to the motion may be raised at
the hearing.
The Court previously authorized Atlantic Broom to use cash
collateral through June 22 to pay $16,360 for one week of
non-insider payroll and for health insurance.
As adequate protection, each of the Debtor's secured creditors is
granted a replacement lien in all post-petition assets of Atlantic
Broom to the extent of any diminution in value of such secured
creditors' interests in their collateral on and after the Debtor's
petition date, such Adequate Protection Liens to attach in the same
order of priority of such secured creditors’ liens and security
interests as existed as of the Debtor's petition date. Further, to
the extent that it is subsequently determined by a final order of
the Court that any of the Debtor's secured creditors hold valid,
perfected and enforceable liens or security interests in any of the
assets of ATL, then the Order will be deemed to grant secured
creditors Adequate Protection Liens in all post-petition assets of
ATL, such Adequate Protection Liens to attach in the same order of
priority of such secured creditors’ liens and security interests
as existed as of ATL's petition date; provided, however, that any
Adequate Protection Liens in any of ATL's assets granted pursuant
to the Order will be junior in priority to any liens and security
interests in ATL's assets granted to Southstar Financial, LLC and
to the carve-out for fees of professionals and the Subchapter V
Trustee pursuant to any other Orders of the Court.
The Adequate Protection Liens granted are deemed perfected and
effective as of the Debtor's and, if applicable, ATL's petition
dates, and no further notice, filing, or other act shall be
required to effect or acquire such perfection.
About Atlantic Broom Service
Atlantic Broom Service, Inc. offers roadway maintenance products,
including replacement street sweeper brooms, blades and supplies
for snow plows or traffic and highway signage for towns, cities,
contracting companies, property management firms and more.
Atlantic Broom Service filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
22-10173) on Feb. 15, 2022, listing up to $500,000 in assets and up
to $10 million in liabilities. Clement G. Kilcy, president, signed
the petition.
Judge Janet E. Bostwick oversees the case.
Rubin and Rudman LLP serves as the Debtor's legal counsel.
BH COSMETICS: Wins Final Cash Collateral Access
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Makeup Liquidating Holdings, LLC and affiliates to use cash
collateral in accordance with the budget through August 30, 2022
under the terms of the Final Order entered on March 9, 2022.
The Debtors are authorized to use cash collateral under the terms
of the Final Order, as amended, during the period beginning June 16
and exclusively in accordance with the Budget (as such Budget may
be modified or extended from time to time by the Debtors in
accordance with the terms of the Final Order); provided, however,
that the Carve-outs agreed to in the Final Order may not be
modified absent the consent of the Committee, Debtors and
Prepetition Loan Lenders.
The Debtors are authorized and directed to distribute the $425,000
"Lender Distribution" in the Budget to, or as directed by, the
Prepetition Loan Lenders as a distribution of proceeds of the
Prepetition Loan Lenders’ Collateral, in addition to the initial
$2,000,000 distribution that the Prepetition Loan Lenders
previously received pursuant to the Final Order, subject to the
terms set forth therein.
These terms will apply to the increased Carve-Out for the Debtors'
and the Committee's Professional Fees reflected in the Budget:
a. The aggregate $260,000 increased fee Carve-Out for the
Debtors' and the Committee's Professionals that is reflected in the
"Professional Fee Escrow & Lender Counsel" line of the Budget will
be effective immediately upon, and not prior to, the occurrence of
the latest of the following: (i) the Debtors' distribution of the
$425,000 Distribution to, or at the direction of, the Prepetition
Loan Lenders as the Order directs; (ii) the Debtors' payment of the
Prepetition Loan Lenders' counsel fees and expenses incurred
through and including April 30, 2022; (iii) the Debtors'
distribution of any funds remaining in the Prepetition Loan
Lenders' Carve-Out after payment of the Prepetition Loan Lenders'
counsel fees and expenses incurred through and including April 30,
2022 to the Lenders' primary counsel, Stoll Keenon Ogden PLLC; and
(iv) the Debtors’ funding of a $35,000 reserve, with the Lender
Fee Escrow to be held by SKO for the payment, with the Prepetition
Loan Lenders' consent, of the Prepetition Loan Lenders' accrued but
unpaid, and projected future, counsel fees and expenses.
b. SKO is authorized to hold the funds comprising the Lender
Fee Escrow to be used, with the Prepetition Loan Lenders' consent,
for payment of the Prepetition Loan Lenders' accrued but unpaid,
and projected future, legal fees and expenses. The procedures
governing payment of the Prepetition Loan Lenders' counsel fees and
expenses in paragraph 5(b)(ii) of the Final Order will continue to
apply to such fees and expenses unless and until the Court enters
an order dismissing the Chapter 11 Cases or otherwise modifying
those procedures. Following entry of any order dismissing the
Chapter 11 Cases: (i) the provisions of paragraph 5(b)(ii) of the
Final Order will no longer apply to the payment of the Prepetition
Loan Lenders' counsel fees and expenses, whenever incurred; and
(ii) with the Prepetition Loan Lenders' consent, SKO will be
authorized to distribute the Lender Fee Escrow funds to pay any and
all of the Prepetition Loan Lenders' counsel fees and expenses that
were either accrued but not yet paid at the date of dismissal or
accrued after the date of dismissal and any additional future fees
and expenses that the Prepetition Loan Lenders incur during any
post-dismissal wind-down period, with any remainder to be
distributed to the Prepetition Loan Lenders.
c. If the Debtors' and the Committee's Professional Fee
Carve-Out is increased, then the Debtors' and the Committee's
Professional Fee Carve-Out will be further increased to allow for
payment in full of those Professionals' Court-approved fees and
expenses in an amount not to exceed an additional $100,000 for the
Committee's professionals and an additional $100,000 for Young
Conaway Stargatt & Taylor, LLP. The Increased Carve-Out will be
paid from the Debtors' remaining cash as of entry of an order
dismissing the Chapter 11 Cases and any cash subsequently received
from additional sources, including but not limited to proceeds from
the liquidation proceedings of the Debtors’ foreign subsidiary.
In the event a $100,000 Carve-Out increase is not required to pay
Young Conaway in full, then such amounts will be allocated to the
Committee's Professionals notwithstanding any language in the Final
Order, as amended, to the contrary. To the extent there is
insufficient cash to fully fund the Increased Carve Out and allow
for full payment of both the Committee's Professionals and Young
Conaway, the Committee's Professionals and Young Conaway will work
together to agree on an appropriate allocation. Notwithstanding
anything else in the Order, any proceeds from the past or future
sale of inventory now in the possession of Flexport International,
LLC, Flexport Customs, LLC, Flexport, Inc., or any of their
affiliates will not be subject to any carve-out claims of any party
but will be distributed solely to and at the direction of the
Prepetition Loan Lenders and Flexport in such amounts to each as
they may agree.
A copy of the order is available at https://bit.ly/39uQFhp from
PacerMonitor.com.
About BHCosmetics Holdings
Originally launched in 2009, BH Cosmetics is a beauty brand
specializing in high quality, clean, vegan, and cruelty-free
cosmetics and other beauty products. BH Cosmetics sells its
products on its Shopify e-commerce platform directly to consumers
and wholesale to various global retailers.
On Jan. 14, 2022, BHCosmetics Holdings, LLC and three of its
affiliates filed petitions seeking relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10050), to pursue
a sale of the assets.
BHCosmetics Holdings estimated assets and debt of $50 million to
$100 million as of the bankruptcy filing.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel, Hilco IP Services, LLC as consultant, and
Riveron Management Services, LLC as restructuring advisor. Spencer
M. Ware, a partner at Riveron, serves as the Debtors' chief
restructuring officer.
The Debtors also tapped the services of SB360 Capital Partners,
LLC, which acts as sale and liquidation agents; and Traverse, LLC,
which provides the controller and other accounting personnel. Epiq
Corporate Restructuring, LLC is the claims agent and administrative
advisor.
The official committee of unsecured creditors appointed in the
Debtors' cases tapped Kelley Drye & Warren, LLP as lead bankruptcy
counsel; Potter Anderson & Corroon, LLP as Delaware counsel; and
Province, LLC as financial advisor.
U.K.-based Revolution Beauty Group acquired certain intellectual
property assets and inventory of BH Cosmetics Holdings for $3.9
million. The Debtor changed its name to Makeup Liquidating
Holdings, LLC, following approval of the sale.
BLINK CHARGING: Closes Acquisition of SemaConnect
-------------------------------------------------
Blink Charging Co. has completed its previously announced
acquisition of SemaConnect, Inc., a provider of EV charging
infrastructure solutions in North America, for a combination of
cash and shares of its common stock. The transaction added nearly
13,000 EV chargers to Blink's existing footprint, an additional
3,800 site host locations, and more than 150,000 registered EV
driver members.
Blink Charging is now the only EV charging company to offer
complete vertical integration from research & development and
manufacturing to EV charger ownership and operations. This
vertical integration creates unparalleled opportunities for Blink
to control its supply chain and accelerate its go-to-market speed
from more than 10,000 EV chargers today scaling to 50,000 per year,
while reducing operating costs.
Blink will benefit from SemaConnect's in-house research &
development, hardware design, and manufacturing capabilities.
SemaConnect's manufacturing facility in Maryland will allow Blink
to comply with the Buy American mandates and positions Blink to
significantly capitalize on the $7.5 billion Biden Administration
EV infrastructure bill and assist with the Administration's goal to
build out the first-ever national network of 500,000 EV chargers
along America's highways and in communities. This acquisition
positions Blink to assist the Administration's development of a
national EV charging network that provides interoperability among
different charging companies and is user-friendly, reliable, and
accessible to all Americans.
"Our speed in closing this deal is the first signal of the
integrations and opportunities we can leverage from SemaConnect's
robust hardware product line-up. This allows Blink to rapidly
bring to market leading EV charging hardware complemented with our
advanced software, including our multi-language and multi-currency
network," said Michael D. Farkas, founder and CEO of Blink
Charging. "In addition, we are particularly enthused about
finalizing and bringing to market the DCFC charger being developed
by SemaConnect. Capitalizing on these efforts allows Blink to
significantly accelerate our DCFC speed to market while drastically
reducing our R&D costs," said Mr. Farkas.
Blink intends to transition SemaConnect's chargers to a single
state-of-the-art network developed by a joint engineering team,
which nearly doubled with the acquisition. The addition of the
SemaConnect hardware further accelerates Blink's expansion across
multiple municipalities and geographies, including California,
where SemaConnect chargers already comply with local requirements
for swipe credit card functionality.
Founded in 2008, SemaConnect is a market leader with a diverse
suite of products, including Level 2 and DC Fast chargers, and
charging-as-a-service program which provides a full package of EV
charging solutions. SemaConnect's hardware and software solutions
reach a wide range of critical EV charging customers across
municipal, parking, multifamily, hotel, office, retail and
commercial in the U.S. and Canada. Major customers include CBRE,
JLL, Hines, Greystar, AvalonBay Communities, Cisco Systems, General
Electric, among others.
SemaConnect executives will continue working for SemaConnect, a
Blink group company. Mahi Reddy, SemaConnect's chief executive
officer, and Marc Pastrone, its chief operating officer, signed new
employment offer letters and will remain in their positions.
Harsha Kollaramajalu, SemaConnect's chief technology officer, will
join Blink as its executive vice president, Head of Global
Manufacturing.
"With the acquisition of SemaConnect and Blink's recent past
acquisitions, including EB Charging and Blue Corner in Europe, we
have significantly expanded and strengthened our position as a
global leader in the EV space," said Mr. Farkas.
About Blink Charging
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID)
f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is
an owner and operator of electric vehicle (EV) charging equipment
and has deployed over 30,000 charging ports across 18 countries,
many of which are networked EV charging stations, enabling EV
drivers to easily charge at any of the Company's charging locations
worldwide. Blink's principal line of products and services include
the Blink EV charging network, EV charging equipment, EV charging
services, and the products and services of recent acquisitions,
including Blue Corner and BlueLA. The Blink Network uses
proprietary, cloud-based software that operates, maintains, and
tracks the EV charging stations connected to the network and the
associated charging data.
Blink Charging reported a net loss of $55.12 million for the year
ended Dec. 31, 2021, a net loss of $17.85 million for the year
ended Dec. 31, 2020, a net loss of $9.65 million for the year ended
Dec. 31, 2019, and a net loss of $3.42 million for the year ended
Dec. 31, 2018. As of March 31, 2022, the Company had $221.27
million in total assets, $21.18 million in total liabilities, and
$200.09 million in total stockholders' equity.
BRIAN WITZER: Creditor Seeks Chapter 11 Trustee Appointment
-----------------------------------------------------------
Pravati Credit Fund III LP moves the U.S. Bankruptcy Court for the
Central District of California for entry of an order directing the
appointment of a Chapter 11 Trustee to oversee the bankruptcy
estate of the Law Offices of Brian D. Witzer, Inc.
Pravati contends the appointment of a chapter 11 trustee is
mandatory where the debtor's management has acted dishonestly or
incompetently during the course of the case. Pravati alleges the
Debtor's principal, Brian Witzer is, at worst, incapable of the
truthfulness required of a debtor-in-possession, and at best,
overwhelmed and unable to abide by the reporting and fiduciary
obligations of a debtor-in-possession.
Pravati relates it discovered in 2019 that the Debtor had been
manipulating and defrauding it. Accordingly, Pravati began taking
legal action to protect itself. During the course of the years-long
legal proceedings that ensued, beginning with arbitration
proceedings before the American Arbitration Association, Pravati
says the Debtor engaged in bad-faith, obstructionist, and
manipulative conduct. Before this bankruptcy case began, Pravati
had already caught the Debtor in a number of falsehoods.
Through the course of this bankruptcy proceeding, Pravati has also
uncovered a significant number of additional misleading and
manipulative statements made by Debtor, including outright
fraudulent misrepresentations made to this Court under penalty of
perjury. And, of course, Mr. Witzer is currently serving a year of
probation under a stayed suspension of his license to practice due
to false statements rising to the level of moral turpitude.
It has become clear that this bankruptcy case was premised upon a
false set of circumstances and a pre-planned scheme to manipulate
this Court and creditors. As this case has dragged on for more than
one year, Debtor has struggled to maintain consistency with all the
lies.
A copy of the motion is available for free at
https://bit.ly/3baSiBo from PacerMonitor.com.
Attorneys for Creditor Pravati Credit Fund III LP:
Aram Ordubegian, Esq.
Annie Y. Stoops, Esq.
ARENTFOX SCHIFF LLP
555 West Fifth Street, 48th Floor
Los Angeles, CA 90013-1065
Telephone: (213) 629-7400
Facsimile: (213) 629-7401
Email: aram.ordubegian@afslaw.com
annie.stoops@afslaw.com
About Law Offices of Brian D. Witzer
The Law Offices of Brian D. Witzer -- https://witzerlaw.com/ --
specializes in serious personal injury, pharmaceutical litigation,
traumatic brain injury, premises liability, construction liability,
product liability, sexual assaults, and bad faith insurance.
The Law Offices of Brian D. Witzer sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No.
21-12517) on March 29, 2021. In the petition signed by Brian D.
Witzer, chief executive officer and owner, the Debtor disclosed up
to $500,000 in assets and up to $50 million in
liabilities. Judge Neil W. Bason oversees the case. The
Debtor tapped the Law Offices of Michael Jay Berger as its legal
counsel and Jennifer M. Liu, CPA, as its accountant.
BURGESS POINT: Moody's Assigns 'B3' CFR & Rates 1st Lien Loans 'B2'
-------------------------------------------------------------------
Moody's Investors Service assigned ratings to Burgess Point
Purchaser Corporation (d/b/a BBB Industries), including a B3
corporate family rating and a B3-PD probability of default rating.
Moody's also assigned a B2 rating to the company's proposed
first-lien credit facilities, consisting of a $100 million
revolving credit facility and a $1,190 million secured term loan.
The rating outlook is stable.
Proceeds from the first-lien term loan along with second-lien debt
(unrated) and common equity will be used to finance the purchase of
a majority stake of BBB by the private equity firm Clearlake
Capital Group, L.P. Following the close of this transaction,
outstanding debt at the currently rated entity GC EOS Buyer, Inc.
will be repaid and Moody's will withdraw all existing ratings for
that entity.
Assignments:
Issuer: Burgess Point Purchaser Corporation
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned B2
(LGD3)
Outlook Actions:
Issuer: Burgess Point Purchaser Corporation
Outlook, Assigned Stable
RATINGS RATIONALE
The ratings reflect BBB's high debt leverage, moderate scale in a
competitive industry and expectation for an aggressive financial
policy under private equity ownership. BBB's ratings are supported
by the company's strong market position in the automotive
aftermarket, high profit margins from its remanufacturing process,
and good liquidity.
Following the leveraged buyout by Clearlake, Moody's expects BBB's
debt/EBITDA to be high at about 7x by the end of 2022 compared to
about 6.1x debt/EBITDA at end of March 31, 2022 (pro forma for
recent acquisitions). Moody's expects debt/EBITDA to return toward
6x by end of 2023 through a combination of earnings growth and
moderate debt repayment. However, Moody's does not anticipate BBB
to reduce leverage much further as the company will likely pursue
partially debt-funded acquisitions over the next couple of years.
Moody's expects BBB to target acquisitions to further expand its
geographic presence and build out its product and service offerings
in the electric vehicle aftermarket and renewable energy markets.
Moody's expects BBB's organic revenue growth to be steady with at
least 5% growth in 2022 and 2023 as an aging U.S. car parc and a
return to pre-covid vehicle miles traveled should support demand.
BBB's process, in which it remanufactures existing parts (i.e.
starters, alternators, brake calipers), provides a competitive
advantage to the company and produces a strong EBITA margin. In
addition, the use of existing products cores in its remanufacturing
process has insulated BBB from many inflated material input costs.
The stable outlook reflects Moody's view that steady demand, strong
earnings margin and moderate cash flow applied toward debt
repayment will result in financial leverage improving toward 6x in
2023.
Moody's considers BBB's liquidity to be good, supported primarily
by an expectation for strong free cash flow over the next couple of
years. Moody's expects BBB to generate free cash flow as a
percentage of total debt of around 5% in 2022 and 2023. The
company's free cash flow is reflective of its good earnings,
efficient working capital management and low capital expenditure
requirements. In addition, Moody's expects the company's investment
in channel growth initiatives to subside from higher levels
historically. The company's proposed $100 million revolving credit
facility and $100 million asset-based lending facility (ABL) are
expected to remain largely undrawn.
In terms of corporate governance, the buyout by Clearlake for a
majority stake in BBB reflects a higher level of financial risk
since it increases financial leverage by at least one turn from
current pro forma levels. Further, Moody's expects financial policy
to remain relatively aggressive under new ownership, especially as
BBB looks to invest and expand its presence in adjacent markets,
such as renewable energy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if BBB demonstrates stability in its
earnings profile and a measured approach toward debt-funded
acquisitions to support expectations for debt/EBITDA to be
maintained below 5.5x. In addition, Moody's would also expect BBB
to maintain good liquidity and demonstrate consistently positive
free cash flow to support an upgrade.
The ratings could be downgraded if BBB's liquidity deteriorates,
including an inability to generate positive free cash flow. The
ratings could be downgraded if weakening operating results or
debt-financed acquisitions or shareholder returns result in an
expectation for debt/EBITDA to be sustained above 7x or
EBITA/interest expense below 1.5x.
Following are some of the preliminary terms in the marketing term
sheet that are subject to change during syndication:
As proposed, the credit facilities are expected to contain covenant
flexibility for transactions that could adversely affect creditors.
Notable terms include the ability to incur incremental first lien
facilities in an aggregate amount not to exceed the greater of
$237.5 million and 1x EBITDA on a pro forma basis, plus unused
capacity reallocated from the general debt basket, plus unlimited
amounts subject to first lien leverage not exceeding 5.0x (if pari
passu secured).
Amounts up to the greater of $237.5 million and 1x EBITDA may be
incurred with an earlier maturity date than the initial term
loans.
The proposed terms and the final terms of the credit agreement may
be materially different.
The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.
Headquartered in Daphne, Alabama, Burgess Point Purchaser
Corporation (d/b/a BBB Industries) is a supplier of primarily
remanufactured non-discretionary replacement parts for automotive,
industrial, energy and solar markets in North America and Europe.
The company's main products include alternators, starters, brake
calipers, power steering components and turbochargers. For the
twelve-month period ended March 31, 2022 the company's net revenues
are approximately $948 million.
BURTS CONSTRUCTION: Houston Site Work Firm Enters Chapter 11
------------------------------------------------------------
Burts Construction, Inc., filed for chapter 11 protection in the
Southern District of Texas.
The Debtor was formed on February 12, 1990, as a minority company
and is in the business of performing commercial site work in
Houston and the surrounding areas. Katherine Burts is the 100% of
the Debtor.
Allegiance Bank is owed $6111,406 on a promissory note.
According to court documents, Burts Construction estimates between
100 and 199 creditors. The petition states funds will be available
to Unsecured Creditors.
About Burts Construction
Burts Construction, Inc -- https://www.burtsconstruction.com/ -- is
a family-owned and operated commercial site work company located in
Tomball, Texas. Some of its services include land clearing,
demolition, site preparation, soil stabilization, underground
utilities, and paving.
Burts Construction, Inc sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-31700) on June
20, 2022. In the petition filed by Katherine Burts, as president,
the Debtor reports estimated assets between $100,000 and $500,000
and estimated liabilities between $1 million and $10 million.
Julie M. Koenig, of Cooper & Scully, P.C., is the Debtor's counsel.
BYRNA TECHNOLOGIES: All Six Proposals Passed at Annual Meeting
--------------------------------------------------------------
Byrna Technologies Inc. held its Annual Meeting at which the
stockholders:
(i) elected Bryan Ganz, Herbert Hughes, Chris Lavern Reed,
Leonard Elmore, and Emily Rooney as directors for a one-year term,
such term to continue until the annual meeting of stockholders in
2023 or until such directors' successors are duly elected and
qualified or until their earlier resignation or removal;
(ii) ratified the appointment of EisnerAmper LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Nov. 30, 2022;
(iii) approved an amendment to the Company's Certificate of
Incorporation to decrease the number of authorized shares of common
stock from 300,000,000 to 50,000,000;
(iv) approved an amendment and restatement of the Company's 2020
Equity Incentive Plan;
(v) approved, by non-binding vote, the Company's executive
compensation; and
(vi) approved, by non-binding vote, the preferred yearly
frequency of future stockholder advisory votes on executive
compensation.
About Byrna Technologies
Headquartered in Byrna Technologies Inc. -- www.byrna.com --
develops, manufactures, and sells non-lethal ammunition and
security devices. These products are used by the military,
correctional services, police agencies, private security and
consumers.
Byrna Technologies reported net loss of $3.28 million for the year
ended Nov. 30, 2021, a net loss of $12.55 million for the year
ended Nov. 30, 2020, a net loss of $4.41 million for the fiscal
year ended Nov. 30, 2019, a net loss of $2.15 million for the
fiscal year ended Nov. 30, 2018, and a net loss of $2.8 million for
the fiscal year ended Nov. 30, 2017. As of Feb. 28, 2022, the
Company had $70.50 million in total assets, $9.10 million in total
liabilities, and $61.41 million in total stockholders' equity.
CALLON PETROLEUM: Fitch Rates New Unsecured Notes Due 2030 'B+'
---------------------------------------------------------------
Fitch Ratings has assigned a 'B+'/'RR3' rating to the Callon
Petroleum Company's proposed senior unsecured notes due 2030 and
upgraded the issue-level ratings of the company's existing senior
unsecured notes to 'B+'/'RR3' from 'B'/'RR4'. Fitch has also
affirmed the Long-Term Issuer Default Rating (IDR) of Callon at 'B'
and affirmed the issue-level ratings of the company's senior
secured reserve-based lending credit facility (RBL) at 'BB'/'RR1'.
Callon intends to use the proceeds from the proposed notes along
with additional RBL borrowings to fund the redemption of the
company's 9.00% second lien notes due 2025 and 6.125% senior
unsecured notes due 2024.
The upgrade to the senior unsecured notes reflects the improved
recovery given the repayment of the second lien notes and gross
reduction of long-term debt. The upgrade also reflects Fitch's
expectation that the transaction closes as contemplated with no
material changes in transaction size.
Callon's ratings reflect its sizeable Permian-focused asset base,
large inventory of economic drilling locations, extended maturity
profile and Fitch's base case leverage metrics below 2.5x range
throughout the forecast period. These factors are partially offset
by the company's elevated gross debt balance versus peers,
relatively high interest expense which weakens cash netbacks, and
outstanding RBL borrowings that heighten liquidity risks.
KEY RATING DRIVERS
Simplified Capital Structure: Callon's proposed $600 million senior
unsecured note issuance and RBL draw will allow for full repayment
of the company's second lien secured notes due 2025 and senior
unsecured notes due 2024 which will simplify the capital structure.
The redemption of the second lien notes will unencumber the
company's capital structure, reduce overall interest expense,
extend the maturity profile and results in more favorable recovery
of the senior unsecured notes given the absolute reduction of the
company's long-term debt.
Fitch believes the company will be able to materially repay RBL
borrowings with FCF proceeds by YE 2022 given currently strong
strip prices.
Strong Permian Assets: The company's asset base consists of
approximately 180,000 core net acres split between the Delaware,
Midland and Eagle Ford basins within the Permian with relatively
high oil exposure (approximately 64% as of 2022). Drilling
inventory remains strong with approximately 1,800 total economic
drilling locations which represents approximately fifteen years of
economic inventory life (ten years at a sub-$45 WTI oil price and
five years at a $45-$50 WTI oil price). Fitch believes the
company's strong asset base, sizable reserve base of approximately
500 MMboe (60% oil) and extensive drilling inventory support the
company's goals for long-term, sustainable FCF generation.
Delaware-Focused Drilling Program: Management's six- to
seven-rig-drilling program provides a path toward deleveraging
through FCF generation in addition to modest near-term production
growth momentum with total production of over 100 mboepd expected
in 2022. Fitch expects the company will run a majority of its rigs
in the Delaware where management has primarily targeted Wolfcamp A
and B and the lower Bone Spring intervals through its
multi-interval development plan. This approach helps minimize
future parent and child well interactions and allows the company to
optimize returns and recovery.
Fitch expects Midland basin development will be largely focused in
northwest Howard County where Callon continues to see strong
results and efficiency gains. Fitch believes Eagle Ford development
will be less emphasized, but the asset should generate positive FCF
with relatively flat production in the medium term.
Positive FCF; Debt Reduction Plan: Fitch forecasts annual FCF of
approximately $450 million-$600 million for both 2022 and 2023 at
Fitch's price deck, despite inflationary pressures, with potential
for over $850 million of FCF in 2022 at current strip prices. Debt
repayment via reduction of the RBL remains management's number one
priority in the near term given the company's elevated gross debt
levels versus 'B' category Permian peers. Fitch believes continued
allocation of FCF to debt reduction and supportive prices could
accelerate positive rating momentum for the IDR.
Fitch believes reducing the outstanding RBL balance will also
improve the liquidity profile and reduce refinance risk for the
maturity in December 2024.
Improving Leverage Profile: Fitch expects meaningful gross debt
reduction in the near term if current strip prices hold, but
understands deleveraging could be prolonged in a lower price
environment. Management is currently targeting 1.0x net leverage by
YE 2022 and has a near-term gross debt target of less than $2.0
billion. Fitch's base case forecasts gross debt/EBITDA of 1.4x in
2022 ($95 WTI price assumption) which moderates toward
approximately 2.2x at Fitch's $50 WTI mid-cycle price assumption.
Hedging Supports Cash Flow: Management continues to use hedges to
support future cash flow and allow for debt reduction to meet its
near- and medium-term leverage targets. Callon has hedged
approximately 45% of its oil for the remainder of 2022 with plans
to opportunistically add hedges for 2023 at currently strong strip
prices. The oil hedge book is weighted toward collars which affords
the company an opportunity to capture price upside, but the company
also utilizes swaps for a majority of its gas production. Fitch
does not expect an increase in hedges for 2022 but believes
management will continue to layer on hedges for 2023 given
relatively strong strip prices.
DERIVATION SUMMARY
Callon's 1Q22 production of 102.7 mboepd (63% oil) is higher than
Permian peers Moss Creek Resources Holdings, Inc. (B/Stable; 48.8
mboepd, 70% oil) and Matador Resources Co. (B+/Stable; 93.9 mboepd,
57% oil), but is smaller than SM Energy Company (B+/Positive;
1553.3 mboepd in 1Q22, 47% oil) and CrownRock L.P (BB-/Stable;
approximately 115 mboepd in 3Q21). The company's oil mix of
approximately 63% is on the higher end of the Permian peer average
and helps support the cash flow and margin profiles.
The company's Fitch-calculated unhedged cash netback of $51.9/boe
in 1Q22 are on the lower-end of the Permian peer group driven
primarily by the company's comparatively high interest expense.
This lower than Matador ($57.9/boe), Moss Creek and CrownRock, but
higher than SM Energy ($47.8/boe). Fitch expects the netback will
improve following redemption of the second lien notes and progress
on the debt reduction plan in addition to continued drilling and
completion efficiency improvements.
Fitch believes Callon's operational and asset profiles are
consistent with higher-rated 'B' category peers; however, total
gross debt remains considerably higher than peers. This is also
observed by Callon's pro forma debt/flowing barrel of approximately
$25,000 versus the peer average of approximately $14,000. Continued
FCF generation and execution on debt reduction initiatives should
help improve debt/flowing metrics and bring mid-cycle leverage
toward 2.0x by YE 2022, which is in-line with leverage profiles
across the Permian peer group.
KEY ASSUMPTIONS
-- WTI prices of $95/bbl in 2022, $76/bbl in 2023, $57/bbl in
2024, and $50/bbl in 2025 and longer term;
-- Henry Hub natural gas prices of $4.25/mcf in 2022, $3.25/mcf
in 2023, $2.75/mcf in 2024, and $2.50/mcf in 2025 and longer
term;
-- Total production of 104 mboepd in 2022 followed by mid-single
digit production growth thereafter;
-- Drilling and Completion capex of approximately $800 million in
2022 with production-linked increases thereafter;
-- Prioritization of forecast FCF toward debt repayment;
-- No material M&A activity.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Material FCF generation that leads to gross debt reduction and
RBL utilization under 25%;
-- Proactive management of the capital structure and maturity
profile that reduces refinance risks;
-- Mid-cycle debt/EBITDA sustained below 2.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Inability to generate FCF or shift in capital allocation
leading to RBL utilization of 50%-75% heightening liquidity
risks;
-- Failure to manage the maturity profile and/or additional
capital structure complexity that increases refinance risks;
-- Mid-cycle debt/EBITDA sustained above 3.0x.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: At 1Q22, Callon had $712 million outstanding
under its $1.6 billion RBL credit facility, but is forecast to be
largely reduced by YE 2022 through robust FCF generation. Fitch
expects continued allocation of FCF to reducing RBL borrowings and
does not expect any incremental borrowings given the company's
target reinvestment rate of less than 50% at current strip prices.
The facility matures in December 2024 and Fitch believes continued
repayment will help alleviate future refinance risks.
The facility has two financial maintenance covenants: a secured
leverage ratio that cannot be greater than 4.0x and a current ratio
that cannot be less than 1.0x. Callon is forecast to be well within
these metrics and Fitch does not see any covenant risk over the
rating horizon.
KEY RECOVERY RATING ASSUMPTIONS
-- The recovery analysis assumes that Callon would be recognized
as a going-concern (GC) in bankruptcy rather than liquidated;
-- The recovery analysis is pro forma the company's proposed
senior unsecured notes issuance and expected redemption of the
senior secured second lien notes due 2025 and senior unsecured
notes due 2024;
-- Fitch has assumed a 10% administrative claim.
GC Approach
Callon's going-concern EBITDA assumption reflects Fitch's
projections under a stressed case price deck, which assumes WTI oil
prices of $67/bbl in 2022, $42/bbl in 2023, $32/bbl in 2024,
$42/bbl in 2025 and $45/bbl in the long term. The GC EBITDA was
slightly increased from Fitch's prior analysis given the company's
added size and scale above Fitch's expectations.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which it bases the enterprise
valuation, which reflects the decline from current pricing levels
to stressed levels, and then a partial recovery coming out of a
troughed pricing environment.
An EV multiple of 3.5x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considers the following factors:
-- The company's oil-weighted assets and sizable tier-1 drilling
inventory in both the Midland and Delaware basins compared to
peers. The multiple also considers the recent divestiture of
the company's Eagle Ford acreage which tend to have lower M&A
valuations overall versus the Permian;
-- The historical bankruptcy case study exit multiples for peer
companies ranged from 2.8x to 7.0x, with an average of 5.6x
and a median of 6.1x.
Liquidation Approach
The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors.
Fitch considers valuations such as SEC PV-10 and M&A transactions
for each basin including multiples for production per flowing
barrel, proved reserves valuation, value per acre, and value per
drilling location.
The revolver is assumed to be 80% drawn upon default with the
expectation that commitments would be reduced during a
redetermination. The RBL is senior to the senior unsecured notes in
the waterfall.
The allocation of value in the liability waterfall and its priority
position results in recovery corresponding to 'RR1' for the senior
secured RBL credit facility and 'RR3' for the senior unsecured
notes
ISSUER PROFILE
Callon Petroleum Company is a public U.S. onshore-focused
exploration and production company focused in south and west Texas.
The company's asset base consists of approximately 180,000 net
acres split between the Delaware basin, Eagle Ford and Midland
Basin with total production of 102.7 mboepd in 1Q22.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity. For more information on Fitch's ESG
Relevance Scores, visit www.fitchratings.com/esg.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
Callon Petroleum
Company
LT IDR B Affirmed B
senior unsecured LT B+ New Rating RR3
senior unsecured LT B+ Upgrade RR3 B
senior secured LT BB Affirmed RR1 BB
CAMBER ENERGY: Registers 462.3 Million Shares for Possible Resale
-----------------------------------------------------------------
Camber Energy, Inc. filed a Form S-1 registration statement with
the Securities and Exchange Commission pursuant to which the
selling stockholders may offer shares of common stock, par value
$0.001 per share, from time to time, if and to the extent as they
may determine as described in the "Plan of Distribution" section at
prevailing market prices, at prices different than prevailing
market prices or at privately negotiated prices. If any shares of
common stock are sold, the selling stockholders will pay any
brokerage commissions or similar charges incurred for the sale of
such shares.
This prospectus relates to the resale of up to an aggregate of
462,346,364 shares of common stock by Antilles Family Office, LLC
and Discover Growth Fund, LLC. The selling stockholders (or their
affiliates or other predecessors-in-interest) acquired (A) (i)
100,000,000 warrants exercisable into shares of common stock and
(ii) 5,272 shares of Series G convertible preferred stock
convertible into shares of common stock pursuant to the Stock
Purchase Agreement, dated as of Dec. 30, 2021, between the Company
and Antilles Family Office, LLC and (B) (i) 50,000,000 warrants
exercisable into shares of common stock and (ii) a principal loan
balance of $25,000,000 convertible into 16,666,667 shares of common
stock pursuant to the Loan Agreement, dated as of Dec. 24, 2021,
between the Company and Discover Growth Fund, LLC.
The Company is not selling any shares of common stock included in
this prospectus and will not receive any of the proceeds from the
sale of any shares of common stock sold by the selling stockholders
pursuant to this prospectus.
The Company's common stock is listed on NYSE American LLC under the
symbol "CEI." On June 15, 2022, the last sale price of the Company
common stock as reported on NYSE American was $0.48 per share.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1309082/000147793222004511/cei_s1.htm
About Camber Energy
Based in Houston, Texas, Camber Energy -- http://www.camber.energy
-- is primarily engaged in the acquisition, development and sale of
crude oil, natural gas and natural gas liquids from various known
productive geological formations, including from the Hunton
formation in Lincoln, Logan, Payne and Okfuskee Counties, in
central Oklahoma; the Cline shale and upper Wolfberry shale in
Glasscock County, Texas; and Hutchinson County, Texas, in
connection with its Panhandle acquisition which closed in March
2018.
Camber Energy reported a net loss attributable to the company of
$169.68 million for the year ended Dec. 31, 2021, compared to a net
loss attributable to the company of $52.01 million for the nine
months ended Dec. 31, 2020. As of June 30, 2021, the Company had
$25 million in total assets, $55.45 million in total liabilities,
and a total stockholders' deficit of $30.45 million.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated May 19, 2022, citing that the Company has a
significant working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
CANADIAN DEHUA: Commences CCAA Proceedings
------------------------------------------
Canadian Dehua International Mines Group Inc. ("CDI") sought and
obtained an initial order from the Supreme Court of British
Columbia ("Court") under the Companies' Creditors Arrangement Act.
FTI Consulting Canada Inc. ("FTI") is the Court appointed monitor
of CDI. The Initial Order provides, among other things, an initial
stay of proceedings until [June X], 2022 ("Stay Period") which may
be extended from time to time. The proceedings commenced under the
CCAA are herein referred to as the CCAA Proceedings.
A hearing to consider certain additional relief in respect of the
CCAA Proceedings was held on June 9, 2022 ("Comeback Motion"). At
the Comeback Motion, the Stay of Proceeding was extended to June
28, 2022.
A copy of the Initial Order and materials filed in respect of the
CCAA Proceedings have been posted on the Monitor’s website at
http://cfcanada.fticonsulting.com/CanadianDehuaInternationalor are
available on request from the Monitor by calling 403‐454‐6040
or by emailing hailey.liu@fticonsulting.com.
Pursuant to the Initial Order and during the Stay Period, all
Persons having oral or written agreements with CDI, or statutory or
regulatory mandates for the supply of goods and services are
restrained until further Order of the Court from discontinuing,
altering, interfering with or terminating the supply of such goods
or services as may be required by CDI and the Company shall be
entitled to the continued use of their current premises, telephone
numbers, facsimile numbers, internet addresses and domain names,
provided in each case that the normal prices or charges for all
such goods or services received after the date of the Initial Order
are paid in accordance with the normal payment practices of the
Company, or such other payment practices as may be agreed upon by
the supplier or service provider and CDI with the consent of the
Monitor, or as may be ordered by the Court.
No claims procedure has been approved by the Court and creditors
are therefore not required to file a proof of claim at this time.
The Monitor will advise once a claims process has been established
and approved by the Court.
CDI retained as counsel:
DLA Piper (Canada) LLP
2800 Park Place
666 Burrard Street
Vancouver, BC V6C 2Z7
Tel: 604-687-9444
Fax: 604-687-1612
The Monitor can be reached at:
FTI Consulting
Attn: Hailey Liu
701 West Georgia Street
Suite 1450, PO Box 10089
Vancouver, BC V7Y 1B6
Tel: 1-403-454-6040
Fax: 403-232-6116
Email: hailey.liu@fticonsulting.com
Canadian Dehua International Mines Group Inc is headquartered in
Canada. The company's line of business includes mining for
bituminous coals.
CARVANA CO: Ernest Garcia II Holds 44.46% of Class A Shares
-----------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities and individual reported beneficial
ownership of Class A common stock of Carvana Co. as of June 10,
2022:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ --------
Ernest C. Garcia II 78,464,293 44.46%
Verde Investments, Inc. 2,578,314 2.44%
ECG II SPE, LLC 8,000,000 7.03%
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1690820/000119312522174845/d256911dsc13da.htm
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.
CHERRY MAN: Cash Collateral Hearing Next Week as Talks Continue
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, moved the hearing on the request of Hamid R.
Rafatjoo, the Chapter 11 Trustee of Cherry Man Industries, Inc., to
continue using cash collateral to June 30, 2022, at 10:30 a.m.
The hearing was previously set for June 21.
Rafatjoo advised the Court that the Official Committee of Unsecured
Creditors, which has filed an objection to the proposed stipulation
for use of cash collateral entered into by the Trustee and Cathay
Bank, the Debtor's primary secured creditor, continues to engage in
engaged in good faith discussions to address and, where
appropriate, resolve the concerns raised by the Committee. Rafatjoo
said the parties have reached an agreement in principle to the
material terms resolving the objection. As of the June 21 hearing,
the parties were not in a position to advise the Court as to a
definitive final agreement. The parties hope to submit a
definitive agreement resolving the outstanding issues next week.
The Trustee has permission to use cash collateral through the
continued hearing pursuant to the budget. The Trustee is
authorized to use cash collateral, subject to the terms, including
but not limited to the provisions of adequate protection, as set
forth in the Court's prior orders permitting use of cash
collateral.
A copy of the order is available at https://bit.ly/3tHM9TK from
PacerMonitor.com.
About Cherry Man Industries
Cherry Man Industries, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-11471) on March
17, 2022, listing $100 million to $500 million in assets and $10
million to $50 million in liabilities. Frank Lin, president of
Cherry Man Industries, signed the petition.
El Segundo, Calif.-based Cherry Man was started in 2002 by Frank
Lin. It is one of the largest nationwide importers and distributors
of office furniture case goods. It has five distribution centers
across the United States.
Judge Neil W. Bason oversees the case.
The Law Offices of Michael Jay Berger serves as the Debtor's legal
counsel.
An official committee of unsecured creditors has been appointed in
the case. The Committee has retained Kelley Drye & Warren LLP as
counsel.
CITGO PETROLEUM: S&P Affirms 'B-' Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit
ratings on CITGO Holding Inc. and core subsidiary CITGO Petroleum
Corp.
S&P said, "We also raised the stand-alone credit profile (SACP)
score for both entities to 'bb' from 'bb-'. We now forecast CITGO
will have lower leverage than previously expected as demand has
improved and refining margins have strengthened.
"The recovery rating on CITGO Petroleum's debt remains '1', which
indicates the likelihood of very high (90%-100%; rounded estimate:
95%) recovery following a default. The recovery rating for CITGO
Holding's debt remains '3', reflecting our expectation of
meaningful (50%-70%; rounded estimate: 65%) recovery.
"The outlook is stable, reflecting our view the ratings on CITGO
will continue to be constrained by the credit quality of parent
PDVSA Petroleo S.A., which remains in default on its obligations.
We expect leverage to remain between 3x and 3.5x in 2022.
"We expect CITGO to realize improved margins in 2022.We forecast
S&P Global Ratings-adjusted EBITDA of $1.3 billion-$1.5 billion in
2022, higher than previous because demand has rebounded from the
COVID-19 pandemic and the Russia-Ukraine conflict and subsequent
sanctions have led to oil prices sustained at higher levels. Demand
for oil and refined products continues to trend upward, and we
expect the significant improvement in crack spreads in the Gulf
Coast and Midwest regions to persist in the near term. The increase
in EBITDA and cash flow generation is also due to higher throughput
volumes expected in 2022.
"We expect crude demand to reach midcycle levels or higher in 2022
and CITGO is well positioned to benefit from this. In the first
quarter of 2022, CITGO's gross margin per barrel (/bbl) ranged
between $13 and $15 in the Gulf Coast and Midwest region. We expect
CITGO to realize refining margins for 2022 of about $11/bbl-$12/bbl
in the U.S Gulf Coast and about $14.5/bbl-$16.0/bbl in the Midwest
Region. We expect average utilization rates to be about 90%-100% in
2022, which also captures the effect of turnarounds during
low-margin periods. We forecast strengthening credit metrics, with
S&P Global Ratings-adjusted debt to EBITDA in 3x-3.5x range
compared with our earlier estimates of greater than 4x. As a
result, we have raised our assessment of the company's stand-alone
credit profile to 'bb' from 'bb-'.
"We expect liquidity to remain adequate As of March 31,2022, the
company had sufficient liquidity with $1.35 billion in cash on hand
and a $500 million accounts receivable (AR) securitization
facility. We expect CITGO to successfully refinance its senior
secured term loan B as maturity nears in 2023. Following this, the
next maturity will be the $1.37 billion CITGO Holding senior
secured notes due 2024.
"We also note the $555 million Coronavirus Aid, Relief, and
Economic Security (CARES) Act refund was received as of the third
quarter of 2021. Refining margins have improved with some risk on
rising renewable identification numbers (RINs) cost across the
refinery sector that can stress metrics.
"We expect U.S.-imposed sanctions on indirect parent PDVSA to
continue and consider the company's credit quality poor, both of
which constrain the rating In 2019, PDVSA defaulted on its 8.5%
senior bond due in 2020, which was secured by 50.1% of owner PDV
Holding Inc.'s ownership interest in CITGO Holding. Pursuant to the
suspension period under General License 5I, noteholders continue to
be restricted from exercising the pledge of equity interests in
CITGO Holding through January 2023. While we expect new stable
ownership would improve the rating on CITGO, uncertainty relating
to the possibility of a change of control in the near term remains.
Therefore, despite numerous ongoing legal proceedings with PDVSA
creditors, the rating on the parent continues to constrain the
rating on CITGO. There are structural and contractual mitigants,
along with financial covenants and U.S. sanctions in place, that
somewhat insulate CITGO and prevent distributions to or
transactions with PDVSA.
"The stable outlook reflects our view that the relationship with
PDVSA, which remains in default on most of its obligations,
continues to constrain the rating on CITGO. We do not believe the
Venezuelan government could take any action that harms the
operational capability of CITGO's refineries. Operationally, we
expect the refineries to continue to run at high utilization and
the company to manage consolidated leverage between 3x-3.5x over
the next 12 months. We also expect liquidity to remain adequate.
"While we consider it unlikely, we could lower the rating if a
PDVSA bankruptcy proceeding were to include CITGO Holding, such
that assets could be sold to cover PDVSA's debts.
"We could raise the rating, possibly by multiple notches, if CITGO
is sold to a company with a stronger credit profile than PDVSA."
ESG credit indicators: E-4, S-2, G-4
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of CITGO Holding Inc. CITGO's three
complex refineries face the potential for pollution risk and other
environmental incidents. As is common for refining companies,
CITGO's refineries require large amounts of energy and water and
release greenhouse gas and other pollutants into the atmosphere.
Governance factors are a negative consideration in our analysis.
Although the company's financial covenants and government sanctions
limit CITGO's ability to pay dividends, our rating remains
constrained by the credit quality of its owner, PDV Holding, a
subsidiary of the Venezuelan state-owned oil company PDVSA. An
ownership stake in CITGO Holding was pledged as collateral for a
PDV Holding bond currently in default and litigation is ongoing."
CLAIRMONT PLACE: No Decline in Resident Care, 3rd PCO Report Says
-----------------------------------------------------------------
Melanie S. McNeil, Esq., the duly appointed Patient Care Ombudsman
for Clairmont Place Condominium Association, Inc., filed with the
U.S. Bankruptcy Court for the Northern District of Georgia a Third
Report on the Debtor's health care facility.
The Ombudsman Representative received one complaint and is working
with the facility, complainant, and resident to resolve it. The
Ombudsman Representative observed that the facility appeared clean
with no noticeable odors or maintenance issues. Food and supplies
appeared adequate. No decline in resident care was noted since the
last visit.
No new survey information has been added since the most recent
survey report available for The Montclair dated more than two years
ago on April 7, 2020, for an infection control survey in which no
deficiencies were found. The last routine health survey, dated
October 22, 2019, was noted in the prior reports.
The Patient Care Ombudsman is not aware of any significant change
in facility conditions or decline in resident care for this
personal care home since the appointment of the Patient Care
Ombudsman.
A copy of the Third Ombudsman Report is available for free at
https://bit.ly/3bfA8yg from PacerMonitor.com.
The Ombudsman may be reached at:
Melanie S. McNeil, Esq.
Office of the State Long-Term Care Ombudsman
2 Peachtree Street NW, 33rd Floor
Atlanta, GA 30303
Telephone: (404) 657-5327
(404) 416-0211
Facsimile: (404) 463-8384
E-mail: Melanie.McNeil@osltco.ga.gov
About Clairmont Place
Condominium
Association
Inc.
Clairmont Place Condominium Association, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
21-58123) on Oct. 29, 2021, listing up to $1 million in assets and
up to $10 million in liabilities. Judge Lisa Ritchey Craig oversees
the case.
Shayna Steinfeld, Esq., at Steinfeld & Steinfeld, PC is the
Debtor's legal counsel.
Melanie S. McNeil, Esq., from the Office of the State Long-Term
Care Ombudsman, has been appointed as patient care ombudsman.
CLEARWATER COLLECTION: Taps Perlman as Litigation Counsel
---------------------------------------------------------
Clearwater Collection 15, LLC and Clearwater Plainfield 15, LLC
seek approval from the U.S. Bankruptcy Court for the District of
Colorado to employ Perlman, Bajandas, Yevoli & Albright, P.L. as
their litigation counsel.
The Debtors need legal assistance in litigation matters arising in
their Chapter 11 cases and the foreclosure action filed in the 6th
Judicial Circuit by a predecessor entity to RSS WFCM 2015-LC22-FL
CC15, LLC with respect to the Debtors' shopping center in Florida.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Benjamin Reiss $450 per hour
Anny Martin $300 per hour
Paralegals $105 per hour
The firm was paid a retainer in the amount of $7,500.
As disclosed in court filings, Perlman is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Benjamin Reiss, Esq.
Perlman, Bajandas, Yevoli & Albright, P.L.
200 South Andrews Ave., Suite 600
Fort Lauderdale, FL 33301
Phone: (954) 566-7117
Email: Breiss@pbyalaw.com
About Clearwater
Clearwater Collection 15, LLC and Clearwater Plainfield 15, LLC are
owners of a shopping center located at 21688 Highway 19 N,
Clearwater, Fla.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 22-11320) on April 18, 2022, listing
as much as $50 million in both assets and liabilities. Gary Dragul,
president, signed the petitions.
Judge Joseph G. Rosania Jr. oversees the cases.
Wadsworth Garber Warner Conrardy, P.C. and Perlman, Bajandas,
Yevoli & Albright, P.L. serve as the Debtors' bankruptcy counsel
and litigation counsel, respectively.
CLUBHOUSE MEDIA: Reduces Common Stock's Par Value to $0.000001
--------------------------------------------------------------
Clubhouse Media Group, Inc. filed a Certificate of Amendment to the
Articles of Incorporation with the Secretary of State of the State
of Nevada on June 13, 2022 for the purpose of amending the Articles
of Incorporation of the Company to reduce the par value of the
common stock of the Company, par value $0.001 per share, from
$0.001 to $0.000001.
The Certificate of Amendment was approved by the Company's Board of
Directors on June 10, 2022 by Unanimous Written Consent, as well as
the Company's shareholders on June 10, 2022 by Written Consent of
the shareholders representing 65.48% of the Common Stock voting
power, as well as the single Series X Preferred Stock.
About Clubhouse Media
Las Vegas, Nevada-based Clubhouse Media Group, Inc. offers
management, production, and deal-making services to its handpicked
influencers, a management division for individual influencer
clients, and an investment arm for joint ventures and acquisitions
for companies in the social media influencer space.
Clubhouse Media reported net loss of $22.25 million for the year
ended Dec. 31, 2021, compared to a net loss of $2.58 million for
the period from Jan. 2, 2020 (inception) to Dec. 31, 2020. As of
March 31, 2022, the Company had $855,146 in total assets, $12.11
million in total liabilities, and a total stockholders' deficit of
$11.25 million.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 29, 2022, citing that the
Company has an accumulated deficit, net losses, and negative
working capital. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
CORP GROUP: Seventh Amended Liquidating Plan Confirmed by Judge
---------------------------------------------------------------
Judge J. Kate Stickles has entered findings of fact, conclusions of
law and order confirming the Seventh Amended Joint Plan of
Liquidation of Corp Group Banking S.A., et al.
The Debtors have proposed the Plan (and all documents necessary to
effectuate the Plan) in good faith and not by any means forbidden
by law. The Debtors' good faith is evidenced from the facts and
record of the Chapter 11 Cases, the Disclosure Statement, the
Supplemental Disclosure Letter, the record of the Confirmation
Hearing and other proceedings held in these Chapter 11 Cases.
The terms of the Plan (including all transactions and documents
necessary to effectuate the Plan) were negotiated at arm's length
among the Debtors, Itau, the Holders of NonRecourse Secured Claims,
the Committee, the Settling Parties and their respective advisors
and are in the best interests of the Debtors, the Debtors' Estates,
the Wind Down Estates and the Holders of Claims and Equity
Interests and other parties in interest.
The SP Settlement is fair and equitable and in the best interests
of the Estates. The settlement consideration being paid is
reasonable based on the value of the claims being settled when
taking into account, among other things, the probability of success
of litigation, the cost of litigation and the delay associated with
litigation, in each case of the settled claims. The SP Settlement
(including the Related Party Settlement Consideration and the
release and injunctive provisions contained in Article XI of the
Plan) constitute a good faith compromise and settlement of Estate
Causes of Action, Claims and controversies among the Debtors and
the applicable Settling Parties.
Counsel to the Debtors:
Michael H. Torkin, Esq.
Bryce L. Friedman, Esq.
Karen M. Porter, Esq.
David R. Zylberberg, Esq.
Ashley M. Gherlone, Esq.
SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, NY 10017
Tel: (212) 455-2000
Fax: (212) 455-2502
E-mail: michael.torkin@stblaw.com
bfriedman@stblaw.com
karen.porter@stblaw.com
david.zylberberg@stblaw.com
ashley.gherlone@stblaw.com
- and -
Pauline K. Morgan, Esq.
Sean T. Greecher, Esq.
Andrew L. Magaziner, Esq.
Elizabeth S. Justison, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: pmorgan@ycst.com
sgreecher@ycst.com
amagaziner@ycst.com
ejustison@ycst.com
About Corp Group Banking S.A.
Corp Group Banking SA, a Chilean financial holding company
controlled by billionaire Alvaro Saieh, and Inversiones CG
Financial Chile Dos SpA filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
21-10969) on June 25, 2021. At the time of the filing, Corp Group
Banking disclosed $500 million to $1 billion in assets and $1
billion to $10 billion in liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Simpson Thacher & Bartlett, LLP and Young
Conaway Stargatt & Taylor, LLP as legal counsel. Prime Clerk,
LLC is the Debtors' claims and noticing agent and administrative
advisor.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on July 20, 2021. The committee tapped
Morgan, Lewis & Bockius, LLP as lead bankruptcy counsel, Robinson &
Cole LLP as Delaware counsel, and NLD Abogados as special Chilean
counsel. FTI Consulting, Inc., serves as the committee's financial
advisor.
CRC INVESTMENTS: Wins Cash Collateral Access Thru Dec. 31
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina, Winston Salem Division, authorized CRC Investments, LLC
to use cash collateral on a final basis for the period through
including December 31, 2022, in the amounts and for the purposes
set forth in the interim budget, with a 10% variance.
Judge Lena Mansori James ruled that secured parties (i) Portfolio
Holdings IV-NC, LLC; (ii) the Internal Revenue Service; and (iii)
the U.S. Small Business Administration are granted a perfected
replacement lien in all post-petition assets of the Debtor to the
same extent and priority as existed prepetition for the diminution
in value of the Secured Parties' collateral occasioned by the
Debtors' use of Cash Collateral. The Debtor is also required to
pay all applicable insurance premiums, taxes, and other
governmental charges as they come due and make all tax deposits and
file all applicable tax returns on a timely basis, as a form of
adequate protection.
On June 2, 2022, the Debtor's Amended Plan of Liquidation was
confirmed in open court.
Under the confirmed Plan, the Debtor has through September 30,
2022, to sell the Debtor's assets pursuant to a Section 363 sale.
If a sale does not close by September 30, the Plan provides that
the Debtor will auction its assets on or before December 31.
Portfolio Holdings, through its acquisition of a Bank of America
loan, holds a note and deed of trust against the Debtor's real
property located at 85 Pine Crest Lane, Tryon, in Polk County,
North Carolina.
The Plan provides for the payment of the Secured Parties' claims in
full from the sale of the Debtor's assets and requires the Debtor
to make monthly interest payments in the amount of:
$4,890 to Portfolio;
$1,628 to the IRS;
$325 to the SBA; and
$300 to the Town of Tryon,
pending a sale.
As adequate protection for the Secured Parties' interest in the
cash collateral, the Debtor will pay monthly interest as provided
for in the confirmed Plan. The Secured Parties are also granted a
perfected replacement lien in all post-petition assets of the
Debtor of to the same extent and priority as existed prepetition to
the extent of diminution in value of the Secured Parties'
collateral occasioned by the Debtors' use of cash collateral.
The Secured Parties also appear to be adequately protected by an
apparent equity cushion in the Collateral.
The Debtor is required to pay all applicable insurance premiums,
taxes, and other governmental charges as they come due and make all
tax deposits and file all applicable tax returns on a timely
basis.
A copy of the final order and the Debtor's June to December 2022
budget is available at https://bit.ly/3ybftEZ from PacerMonitor.com
at no charge.
The budget provided for $327,006 in total income and $218,072 in
total expenses.
About CRC Investments
CRC Investments, LLC, d/b/a 1906 Pine Crest Inn and Restaurant,
filed a petition under Subchapter V of Chapter 11 (Bankr. M.D.N.C.
Case No. 21-80172) on May 6, 2021, estimating between $1,000,000
and $10 million in assets and liabilities. The petition was signed
by Carl Ray Caudie, Jr., general manager.
Judge Lena Mansori James oversees the case.
Joshua H. Bennett, Esq., at Bennett Guthrie PLLC, represents the
Debtor as counsel.
CREDITO REAL: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Credito Real, S.A.B. de C.V., SOFOM, E.N.R.
Avenida Insurgentes Sur No 730
Piso 20, Colonia Del Valle, C.P.
Mexico City, D.F. Mexico 03103
Involuntary Chapter
11 Petition Date: June 22, 2022
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 22-10842
Petitioners' Counsel: David H. Botter, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036
Tel: (212) 872-1000
Email: dbotter@akingump.com
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/YMLGAIA/Credito_Rel_SAB_de_CV_SOFOM_ENR__nysbke-22-10842__0001.0.pdf?mcid=tGE4TAMA
Alleged creditors who signed the petition:
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
Institutional Multiple Unsecured Bond $1,050,000
Investment Fund LLC Debt
60 State Street
Boston, MA 02114
Banco Monex, S.A., Institucion De Unsecured Bond $2,000,000
Banca Multiple, Monex Debt
Grupo Financiero
Avenida Paseo de la Reforma 284
Mexico City, Mexico 06600
Solitaire Fund Unsecured Bond $5,000,000
Aeulestrasse 6 Debt
Vaduz, Liechtenstein 9490
CRYOMASS TECHNOLOGIES: All Three Proposals Passed at Annual Meeting
-------------------------------------------------------------------
Cryomass Technologies Inc. held its Annual Meeting of Stockholders
on June 20, 2022, at which the stockholders:
(1) elected five directors, namely Messrs. Delon Human, Mark
Radke, Mario Gobbo, Simon Langelier and Christian Noel to serve as
directors until the next annual meeting of stockholders and until
their respective successors are duly elected and qualified;
(2) ratified the appointment of BF Borgers, CPA PC as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2022; and
(3) approved a proposal to grant the Board of Directors the
discretionary authority to amend the Company's articles of
incorporation to effect a reverse stock split of the Company's
common stock.
CEO Christian Noel provided verbal remarks at the June 20, 2022,
Annual Meeting of Stockholders of the Company:
Good day everyone and thank you for joining us for CryoMass
Technologies Inc 2nd annual meeting of shareholders.
There has been substantial progress since our last progress report.
The design of our patented cryo-mechanical system has been refined
during the first phase of our comprehensive testing program and is
progressing towards commercialization.
During May, we began real-time trials of a full-scale, user-ready
version of our cryogenic system for capturing the high-value
elements of hemp, cannabis and other relevant plants. Our initial
results on throughput and capture rates were impressive, especially
when compared to technology currently being utilized in the hemp
and cannabis industry.
We are now accelerating the collection and analysis of multiple
data points generated by this cryogenic extraction and processing
system. Hereby proof of concept can be validated, as we progress
towards the commercialization of our first units.
After due diligence, we have narrowed down the list of potential
strategic partners. We have now engaged with selected partners in
the development of timelines and logistics in preparation for the
deployment of the first commercial units.
CryoMass Technologies' preliminary results reinforce management's
opinion that the technology as is offers compelling time, cost and
quality advantages to any large-scale cultivator or processor of
hemp or cannabis. In due course, we look forward to providing you
with further updates on our progress.
Thank you.
About Cryomass
Formerly known as Andina Gold Corp., Cryomass Technologies Inc.'s
business portfolio includes the accounts of Cryomass LLC (formerly
known as General Extract), which is controlled by the Company
through its 100% ownership interest, and CMI, a variable interest
entity for which the Company is deemed to be the primary
beneficiary and therefore is a consolidated entity of Cryomass
Technologies for GAAP purposes.
Cryomass reported a net loss of $12.86 million for the year ended
Dec. 31, 2021, a net loss of $11.82 million for the year ended Dec.
31, 2020, and a net loss of $3.06 million for the year ended Dec.
31, 2019. As of March 31, 2022, the Company had $13.33 million in
total assets, $1.57 million in total liabilities, and $11.75
million in total shareholders' equity.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated March 28, 2022, citing that the Company has suffered
recurring losses from operations that raises substantial doubt
about its ability to continue as a going concern.
CRYOMASS TECHNOLOGIES: Files Resale Prospectus of 30M Common Shares
-------------------------------------------------------------------
Cryomass Technologies filed with the Securities and Exchange
Commission a Form S-1 registration statement relating to the resale
of 30,131,485 common shares in the capital of Cryomass and
30,183,193 Common Shares Issuable Pursuant to Common Share Purchase
Warrants held by certain selling shareholders which were issued by
the Company in previous private placement transactions by the
selling security holders. The Company will not receive any
proceeds from the resale of these Common Shares, although it may
receive proceeds from the exercise of the warrants.
The selling shareholders may offer all or part of the Common Shares
for resale from time to time through public or private
transactions, at either prevailing market prices or at privately
negotiated prices. The Company is paying for all registration,
listing and qualification fees, printing fees and legal fees.
The Company's Common Shares are quoted on the OTC QB under the
ticker symbol "CRYM." On June 14, 2022, the closing price of the
Company's Common Shares was U.S. $0.2365 per Common Share.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1533030/000121390022033454/ea161667-s1_cryomass.htm
About Cryomass
Formerly known as Andina Gold Corp., Cryomass Technologies Inc.'s
business portfolio includes the accounts of Cryomass LLC (formerly
known as General Extract), which is controlled by the Company
through its 100% ownership interest, and CMI, a variable interest
entity for which the Company is deemed to be the primary
beneficiary and therefore is a consolidated entity of Cryomass
Technologies for GAAP purposes.
Cryomass reported a net loss of $12.86 million for the year ended
Dec. 31, 2021, a net loss of $11.82 million for the year ended Dec.
31, 2020, and a net loss of $3.06 million for the year ended Dec.
31, 2019. As of March 31, 2022, the Company had $13.33 million in
total assets, $1.57 million in total liabilities, and $11.75
million in total shareholders' equity.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated March 28, 2022, citing that the Company has suffered
recurring losses from operations that raises substantial doubt
about its ability to continue as a going concern.
CTI BIOPHARMA: Growth Equity, et al. Report 8.8% Equity Stake
-------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, the following individuals and entities reported
beneficial ownership of 9,613,101 shares of common stock of CTI
Biopharma, Inc., representing 8.8 percent of the shares
outstanding:
* Growth Equity Opportunities Fund V, LLC
* New Enterprise Associates 16, L.P.
* NEA Partners 16, L.P.
* NEA 16 GP, LLC
* Forest Baskett
* Ali Behbahani
* Carmen Chang
* Anthony A. Florence, Jr.
* Mohamad H. Makhzoumi
* Scott D. Sandell
* Peter W. Sonsini
* Paul Walker
The percentage was calculated based on 108,966,855 shares of Common
Stock outstanding, as of May 5, 2022 and disclosed in the Issuer's
Form 10-Q filed with the Securities and Exchange Commission on
March 31, 2022.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/891293/000107261322000460/cti-geo5_18625.htm
About CTI BioPharma
Headquartered in Seattle, Washington, CTI BioPharma Corp. is a
biopharmaceutical company focused on the acquisition, development
and commercialization of novel targeted therapies for blood-related
cancers that offer a unique benefit to patients and their
healthcare providers. The Company concentrates its efforts on
treatments that target blood-related cancers where there is an
unmet medical need. In particular, the Company is focused on
evaluating pacritinib, its sole product candidate currently in
active development, for the treatment of adult patients with
myelofibrosis. In addition, the Company has recently started
developing pacritinib for use in hospitalized patients with severe
COVID-19, in response to the COVID-19 pandemic.
CTI Biopharma reported a net loss of $97.91 million for the year
ended Dec. 31, 2021, compared to a net loss of $52.45 million for
the year ended Dec. 31, 2020. As of March 31, 2022, the Company
had $131.44 million in total assets, $159.35 million in total
liabilities, and a total stockholders' deficit of $27.92 million.
Seattle, Washington-based Ernst & Young LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
CTI BIOPHARMA: Registers 8M Shares Under 2017 Equity Incentive Plan
-------------------------------------------------------------------
CTI Biopharma Corp. filed a Form S-8 registration statement with
the Securities and Exchange Commission to register the offer and
sale of an additional 8,000,000 shares of its common stock, par
value $0.001 per share that may be issued under the CTI BioPharma
Corp. Amended and Restated 2017 Equity Incentive Plan and 500,000
shares under the CTI BioPharma Corp. Amended and Restated 2007
Employee Stock Purchase Plan.
The Registration Statement also registers the offer and sale of
2,032,500 shares of Common Stock that are subject to outstanding
option awards that were granted to newly hired employees as
inducement to the employees' acceptance of employment with the
Company in accordance with Nasdaq Listing Rule 5635(c)(4). A
full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/891293/000089129322000031/cti-formsx8xjune2022.htm
About CTI BioPharma
Headquartered in Seattle, Washington, CTI BioPharma Corp. is a
biopharmaceutical company focused on the acquisition, development
and commercialization of novel targeted therapies for blood-related
cancers that offer a unique benefit to patients and their
healthcare providers. The Company concentrates its efforts on
treatments that target blood-related cancers where there is an
unmet medical need. In particular, the Company is focused on
evaluating pacritinib, its sole product candidate currently in
active development, for the treatment of adult patients with
myelofibrosis. In addition, the Company has recently started
developing pacritinib for use in hospitalized patients with severe
COVID-19, in response to the COVID-19 pandemic.
CTI Biopharma reported a net loss of $97.91 million for the year
ended Dec. 31, 2021, compared to a net loss of $52.45 million for
the year ended Dec. 31, 2020. As of March 31, 2022, the Company had
$131.44 million in total assets, $159.35 million in total
liabilities, and a total stockholders' deficit of $27.92 million.
Seattle, Washington-based Ernst & Young LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
CYPRESS ENVIRONMENTAL: Seeks to Hire 'Ordinary Course' Professional
-------------------------------------------------------------------
Cypress Environmental Partners, LP and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire professionals utilized in the ordinary course of business.
The "ordinary course" professionals include:
Ernst & Young, LLP
4365 Executive Drive, Suite 1600
San Diego, CA 92121
-- Auditing and Tax Services
Frederic Dorwart, Lawyers, PLLC
124 E 4th St
Tulsa, OK 74103
-- Legal Services
Latham & Watkins, LLP
555 West Fifth Street, Suite 800
Los Angeles, CA 90013
-- Securities Counsel
McAfee &Taft
Williams Center Tower II
Two West Second Street, Suite 1100
Tulsa, OK 74103
-- Legal Services
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
-- Securities and Tax Services
Each OCP will receive payment, without prior application to the
court, 100 percent of its post-petition fees and expenses. The fee
of each OCP is capped at $40,000 per month.
About Cypress Environmental Partners
Cypress Environmental Partners LP's suite of services includes
inspection, water treatment, and other environmental services that
help their customers protect people, property, infrastructure, and
the environment with a focus on safety and sustainability. Its
primary business -- inspection services -- provides essential
environmental services, including inspection and integrity services
on a variety of infrastructure assets such as midstream pipelines,
oil and gas well gathering systems, natural gas plants, storage
facilities, pumping stations, compression stations, and natural gas
distribution systems.
Cypress Environmental Partners LP and affiliates sought Chapter 11
bankruptcy protection (Bankr. S.D. Texas Lead Case No. 22-90039) on
May 8, 2022. In the petition filed by Jeffrey Herbers, authorized
signatory, Cypress Environmental Partners LP listed estimated total
assets amounting to $96,978,000 and total liabilities of
$62,418,000.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Paul Hastings, LLP as legal counsel; FTI
Consulting, Inc. as financial advisor; and Piper Sandler & Co.,
through its restructuring group TRS Advisors, as investment banker.
Kurtzman Carson Consultants, LLC is the claims agent.
CYPRESS ENVIRONMENTAL: Taps FTI Consulting as Financial Advisor
---------------------------------------------------------------
Cypress Environmental Partners, LP and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire FTI Consulting, Inc. as their financial advisor.
The firm's services include:
a. assisting in the development of a plan of reorganization
and disclosure statement;
b. assisting with bankruptcy reporting requirements (e.g.,
monthly operating reports);
c. assisting with evaluating the Debtors' cash flows under
various scenarios;
d. rendering general financial advice, financial analytics and
modeling as directed by the Debtors' management;
e. assisting in determining potential creditor recoveries
under alternative scenarios;
f. assisting in analyzing and developing strategies to address
the Debtors' existing obligations;
g. attending meetings, presentations and negotiations as may
be requested by the Debtors;
h. assisting the Debtors in managing and responding to data
requests from various constituents;
i. providing testimony, as needed and mutually agreed; and
j. providing other services as requested by the Debtors.
The hourly rates charged by the firm for its services are as
follows:
Senior Managing Directors $975 - $1,325
Directors/Senior Directors/
Managing Directors $735 - $960
Consultants/Senior Consultants $395 - $695
Administrative/Paraprofessionals $160 - $300
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
The firm received an advance payment retainer in the amount of
$253,000.
Larry Manning, a senior managing director at FTI, 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:
Larry Manning
FTI Consulting, Inc.
1301 McKinney Street, Suite 3500
Houston, TX 77010
Tel: +1 832 667 5170
Email: larry.manning@fticonsulting.com
About Cypress Environmental Partners
Cypress Environmental Partners LP's suite of services includes
inspection, water treatment, and other environmental services that
help their customers protect people, property, infrastructure, and
the environment with a focus on safety and sustainability. Its
primary business -- inspection services -- provides essential
environmental services, including inspection and integrity services
on a variety of infrastructure assets such as midstream pipelines,
oil and gas well gathering systems, natural gas plants, storage
facilities, pumping stations, compression stations, and natural gas
distribution systems.
Cypress Environmental Partners LP and affiliates sought Chapter 11
bankruptcy protection (Bankr. S.D. Texas Lead Case No. 22-90039) on
May 8, 2022. In the petition filed by Jeffrey Herbers, authorized
signatory, Cypress Environmental Partners LP listed estimated total
assets amounting to $96,978,000 and total liabilities of
$62,418,000.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Paul Hastings, LLP as legal counsel; FTI
Consulting, Inc. as financial advisor; and Piper Sandler & Co.,
through its restructuring group TRS Advisors, as investment banker.
Kurtzman Carson Consultants, LLC is the claims agent.
CYPRESS ENVIRONMENTAL: Taps Paul Hastings as Legal Counsel
----------------------------------------------------------
Cypress Environmental Partners, LP and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire Paul Hastings, LLP as their legal counsel.
The firm's services include:
a. advising the Debtors of their rights, powers, and duties
while operating and managing their business and properties under
Chapter 11 of the Bankruptcy Code;
b. preparing legal documents and reviewing financial reports
to be filed in the Debtors' cases;
c. advising the Debtors concerning, and preparing responses
to, legal papers that may be filed by other parties;
d. advising the Debtors with respect to, and assisting in the
negotiation and documentation of, financing agreements and related
transactions;
e. reviewing the nature and validity of liens asserted against
the Debtors' property and advising the Debtors concerning the
enforceability of such liens;
f. advising the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit of their
estates;
g. assisting the Debtors in connection with any potential
asset sales and property dispositions;
h. advising the Debtors concerning executory contract and
unexpired lease assumption, assignment and rejection as well as
lease restructurings and recharacterizations;
i. advising the Debtors in connection with the prosecution,
confirmation, and consummation of a Chapter 11 plan and related
transactions, and transactional documents;
j. assisting the Debtors in reviewing, estimating and
resolving claims asserted against their estates;
k. negotiating with parties in interest;
l. commencing, conducting or continuing litigation to assert
rights held by the Debtors, protect assets of the estates, or
otherwise further the goal of completing the Debtors' successful
reorganization; and
m. providing non-bankruptcy services to the extent requested
by the Debtors.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Partners $1,350 - $1,900
Of Counsel $1,275 - $1,825
Associates $725 - $1,200
Paralegals $240 - $580
Justin Rawlins, Esq., a partner at Paul Hastings, disclosed in a
court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Rawlins also disclosed that:
-- Paul Hastings has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- No Paul Hastings professional included in the engagement
has varied his rate based on the geographic location of the
bankruptcy case.
-- During the pre-bankruptcy period, Paul Hastings adjusted
its hourly rates for legal professionals and paraprofessionals
consistent with its customary practice. The most recent of these
increases occurred on Jan. 1, 2022. Thus, the billing rates charged
the Debtors in the pre-bankruptcy period (for time billed after
Jan. 1, 2022) are the same as the rates that Paul Hastings is
charging in the post-petition period.
-- The Debtors and the firm have worked together on a budget
for the period from the petition date through the anticipated
effective date of the plan.
The firm can be reached through:
Justin Rawlins, Esq.
Paul Hastings, LLP
1999 Avenue of the Stars,
Los Angeles, CA 90067
Phone: +1 310 620 5700
Fax: +1 310 620 5899
Email: justinrawlins@paulhastings.com
About Cypress Environmental Partners
Cypress Environmental Partners LP's suite of services includes
inspection, water treatment, and other environmental services that
help their customers protect people, property, infrastructure, and
the environment with a focus on safety and sustainability. Its
primary business -- inspection services -- provides essential
environmental services, including inspection and integrity services
on a variety of infrastructure assets such as midstream pipelines,
oil and gas well gathering systems, natural gas plants, storage
facilities, pumping stations, compression stations, and natural gas
distribution systems.
Cypress Environmental Partners LP and affiliates sought Chapter 11
bankruptcy protection (Bankr. S.D. Texas Lead Case No. 22-90039) on
May 8, 2022. In the petition filed by Jeffrey Herbers, authorized
signatory, Cypress Environmental Partners LP listed estimated total
assets amounting to $96,978,000 and total liabilities of
$62,418,000.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Paul Hastings, LLP as legal counsel; FTI
Consulting, Inc. as financial advisor; and Piper Sandler & Co.,
through its restructuring group TRS Advisors, as investment banker.
Kurtzman Carson Consultants, LLC is the claims agent.
DIAMOND SCAFFOLD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Diamond Scaffold Services, LLC
2585 Front St
Slidell, LA 70458-3935
Business Description: Diamond Scaffold is an authorized
distributor of ring-lock, cup-lock, shoring,
and frame scaffold.
Chapter 11 Petition Date: June 21, 2022
Court: United States Bankruptcy Court
Southern District of Alabama
Case No.: 22-11208
Debtor's Counsel: Alexandra K. Garrett, Esq.
SILVER, VOLT & GARRETT
4317-A Midmost Dr.
Mobile, AL 36609
Tel: (251) 343-0800
Email: agarrett@silvervoit.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jewell Wayne Sumrall as president.
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/VFFUP3Y/Diamond_Scaffold_Services_LLC__alsbke-22-11208__0001.0.pdf?mcid=tGE4TAMA
ECOARK HOLDINGS: Agora Sells Unit's Membership Interests for $4.25M
-------------------------------------------------------------------
Agora Digital Holdings, Inc., an approximately 90% owned subsidiary
of Ecoark Holdings, Inc., entered into a Membership Interest
Purchase Agreement with Trend Ventures, LP, a Delaware limited
partnership, pursuant to which Agora sold all of its outstanding
membership interests of Trend Discovery Holdings, LLC, a Delaware
limited liability company and wholly-owned subsidiary of Agora to
Trend Ventures in exchange for a $4.25 million senior secured
promissory note issued by the purchaser to Agora. The transaction
closed on June 17, 2022.
Prior to the sale of Trend Discovery to Trend Ventures, Trend
Discovery: (1) transferred to Agora its equity ownership of
Bitstream Mining, LLC, a Texas limited liability company, and (2)
assigned Ecoark its 80% working interest, held in Trend Discovery
Exploration LLC, in 14 oil and gas wells in exchange for $10. A
result of the foregoing transactions, Agora, through Bitstream, is
now solely focused on Bitcoin mining and has no other operating
businesses.
The Note is due June 16, 2025 and bears interest at a rate of 5%
per year, subject to increase to 10% while an event of default has
occurred and is continuing. Trend Ventures' obligations under the
Note are secured by a first lien senior secured interest in its
assets pursuant to a Security Agreement dated June 16, 2022 by and
among Agora, the purchaser, and the purchaser's new subsidiaries
acquired by it pursuant to the Purchase Agreement. Trend Ventures'
obligations under the Note are also guaranteed by its newly
acquired subsidiaries pursuant to a Guaranty Agreement by and among
Agora, the purchaser and each such subsidiary. The Security
Agreement was constructed to provide recourse to Agora in the event
of default or nonpayment by Trend Ventures.
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.
FUELCELL ENERGY: Michael Bishop Resigns as Treasurer
----------------------------------------------------
Michael S. Bishop, the executive vice president, chief financial
officer, and treasurer of FuelCell Energy, Inc. resigned from his
position as treasurer of the Company on June 15, 2022.
In connection with his resignation, the Board of Directors of the
Company promoted and appointed Gregory Adams to the role of senior
vice president, Finance, Risk Management and treasurer of the
Company, reporting to Mr. Bishop. Mr. Bishop will remain in his
positions as executive vice president and chief financial officer
of the Company and will continue to serve as the principal
financial officer and the principal accounting officer of the
Company.
About FuelCell Energy
Headquartered in Danbury, Connecticut, FuelCell Energy, Inc. --
http://www.fuelcellenergy.com-- is a global developer of
distributed baseload power solutions through its proprietary fuel
cell technology. The Company targets large-scale power users with
its megawatt-class installations globally, and currently offer
sub-megawatt solutions for smaller power consumers in Europe. The
Company develops turn-key distributed power generation solutions
and operate and provide comprehensive service for the life of the
power plant.
FuelCell reported a net loss of $101.03 million for the year ended
Oct. 31, 2021, a net loss of $89.11 million for the year ended Oct.
31, 2020, a net loss of $77.57 million for the year ended Oct. 31,
2019, and a net loss of $47.33 million for the year ended Oct. 31,
2018. As of Jan. 31, 2022, the Company had $854.69 million in
total assets, $182.65 million in total liabilities, $59.86 million
in redeemable series B preferred stock, $15.45 million in
redeemable noncontrolling interests, and $596.74 million in total
equity.
GAUCHO GROUP: Issues 650,562 Shares as Director Compensation
------------------------------------------------------------
Gaucho Group Holdings, Inc. issued a total of 650,562 shares at
$0.807 per share to the non-executive directors of the Company as
compensation for service as members of the Board of Directors of
the Company for 2021 and the first half of 2022. For this sale of
securities, no general solicitation was used, no commissions were
paid, all persons were accredited investors, and the Company relied
on the exemption from registration available under Section 4(a)(2)
and/or Rule 506(b) of Regulation D promulgated under the Securities
Act with respect to transactions by an issuer not involving any
public offering. A Form D will be filed with the SEC within 15
days of the issuance of the shares.
On June 7, 2022, the Board approved, as recommended by the
Compensation Committee of the Board, annual compensation to the
non-executive members of the Board of $25,000 in cash, and $75,000
in restricted stock for the fiscal year 2022, and compensation of
$50,000 in restricted stock for fiscal year 2021. Pursuant to the
2018 Equity Incentive Plan of the Company, of a total of 650,562
shares of restricted stock, vested immediately, at $0.807 per share
were issued to the non-executive directors of the Company as
compensation for service as members of the Board for 2021 and the
first half of 2022. The remainder of the compensation, pending
service through Dec. 31, 2022, will be paid no later than Jan. 15,
2023.
The Board also approved, that each chairperson of a committee of
the Board is entitled to cash compensation of $5,000 for service
for 2022. A total of $80,000 in cash for the services rendered
through June 30, 2022 is payable on July 15, 2022 to the
non-executive directors. The remainder of the compensation,
pending service through Dec. 31, 2022, will be payable no later
than Jan. 15, 2023.
In addition, each member of a committee of the Board is also
entitled to payment of $500 in cash per committee meeting attended
in 2022. Through June 30, 2022, total compensation for each
committee meeting attended was $12,500 and will be paid on July 15,
2022.
On June 15, 2022, the Board approved the creation of a nominating
committee of the Board and appointed Reuben Cannon as Chairperson
of the committee, with additional members Peter Lawrence and Marc
Dumont. All three members of the committee are considered
independent in compliance with Nasdaq Rules 5065(a) and (e). The
Board will adopt a formal nominating committee charter in the next
few weeks and file with the SEC.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its
wholly-owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort. In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Gaucho Group reported a net loss of $2.39 million for the year
ended Dec. 31, 2021, a net loss of $5.78 million for the year ended
Dec. 31, 2020, and a net loss of $6.96 million for the year ended
Dec. 31, 2019. As of March 31, 2022, the Company had $25.16
million in total assets, $10 million in total liabilities, and
$15.16 million in total stockholders' equity.
GBT TECHNOLOGIES: Amends Joint Venture and Territorial License Pact
-------------------------------------------------------------------
GBT Technologies Inc., Ildar Gainulin and Maria Belova entered into
Joint Venture and Territorial License Agreement effective June 10,
2022 with respect to the formation of Metaverse Kit Corp., a joint
venture entered between the parties.
The parties amended the Meta Agreement to further define the
constitution of the Board of Directors. As such, Section 4.2 of
the Meta Agreement was amended and restated to provide that the
Board of Metaverse Kit Corp. shall consist of two Directors, one of
whom shall be appointed by Ildar Gainulin and Maria Belova and the
other shall be appointed by the Company.
Amendment No. 1 to the Joint Venture and Territorial License
Agreement by and between Magic Internacional Argentina FC, SL and
GBT Technologies Inc.
The Company and Magic Internacional Argentina FC, SL entered into
Joint Venture and Territorial License Agreement effective April 11,
2022 with respect to the formation of GBT Tokenize Corp., a joint
venture entered between the parties. The parties amended the
Tokenize Agreement to further define the constitution of the Board
of Directors. As such, Section 4.2 of the Tokenize Agreement was
amended and restated to provide that the Board of GBT Tokenize
Corp. shall consist of two Directors, one of whom shall be
appointed by GBT Tokenize Corp. and the other shall be appointed by
the Company.
Amendment No. 1 to the Joint Venture Agreement by and between
Bitspeed LLC and GBT Technologies Inc.
The Company and Bitspeed LLC entered into Joint Venture and
Territorial License Agreement effective Oct. 10, 2019 with respect
to the formation of GBT Bitspeed Corp., a joint venture entered
between the parties. The parties amended the Bitspeed Agreement to
further define the constitution of the Board of Directors. As such,
Section 4.2 of the Bitspeed Agreement was amended and restated to
provide that the Board of GBT Bitspeed Corp. shall consist of two
Directors, one of whom shall be appointed by Bitspeed LLC and the
other shall be appointed by the Company.
Departure of Directors or Certain Officers
On June 17, 2022, Michael Murray resigned as the president and
director of the Company so that he may fully devote all of his
efforts to GBT Tokenize Corp. and Metaverse Kit Corp., the
Company's joint ventures. Mr. Murray's resignation was not the
result of any disagreements with management or board of directors
of the Company.
About GBT
Headquartered in Santa Monica, CA, GBT Technologies, Inc. is
targeting growing markets such as development of Internet of Things
(IoT) and Artificial Intelligence (AI) enabled networking and
tracking technologies, including wireless mesh network technology
platform and fixed solutions, development of an intelligent human
body vitals device, asset-tracking IoT, and wireless mesh networks.
The Company derived revenues from the provision of IT services.
The Company is seeking to generate revenue from the licensing of
its technology.
GBT Technologies reported a net loss of $33.93 million for the year
ended Dec. 31, 2021, a net loss of $17.99 for the year ended Dec.
31, 2020, and a net loss of $186.51 for the year ended Dec. 31,
2019. As of March 31, 2022, the Company had $774,031 in total
assets, $25.46 million in total liabilities, and a total
stockholders' deficit of $24.68 million.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated March 25, 2022, citing that the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern.
GOLD STANDARD: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Gold Standard Baking, LLC
3700 S. Kedzie Avenue
Chicago, IL 60632
Business Description: The Debtors are industrial bakers
specializing in croissants and a variety of
other laminated dough-based sweet goods.
The Debtors' bakery is located in Chicago,
Illinois and, until recently, ran a second
bakery in Pleasant Prairie, Wisconsin.
Chapter 11 Petition Date: June 22, 2022
Court: United States Bankruptcy Court
District of Delaware
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Gold Standard Baking, LLC (Lead Case) 22-10559
Gold Standard Holdings, Inc. 22-10558
Gold Standard Real Estate, LLC 22-10560
Debtors'
General
Bankruptcy
Counsel: Domenic E. Pacitti, Esq.
Michael W. Yurkewicz, Esq.
Sally E. Veghte, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 N. Market Street, Suite 1000
Wilmington, Delaware 19801
Tel: (302) 426-1189
Fax: (302) 426-9193
Email: dpacitti@klehr.com
myurkewicz@klehr.com
sveghte@klehr.com
- and -
Morton R. Branzburg, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
1835 Market Street, Suite 1400
Philadelphia, Pennsylvania 19103
Tel: (215) 569-3007
Fax: (215) 568-6603
Email: mbranzburg@klehr.com
Debtors'
Investment
Banker: HOULIHAN LOKEY CAPITAL, INC.
Debtors'
Financial &
Restructuring
Advisor: RIVERON CONSULTING, LLC
Debtors'
Notice,
Claims &
Balloting
Agent: OMNI AGENT SOLUTIONS
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by John T. Young, Jr. as chief
restructuring officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QEG5IJY/Gold_Standard_Holdings_Inc__debke-22-10558__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/BAGTVLQ/Gold_Standard_Baking_LLC__debke-22-10559__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/HP4U5IQ/Gold_Standard_Real_Estate_LLC__debke-22-10560__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Audax Group Senior $35,470,906
320 Park Ave, 19th Fl Subordinated
New York, NY 10022 Notes
Tel: 212-703-2700
Email: rvahabzadeh@audaxgroup.com
2. Parallel49 Equity Second Lien $16,311,835
(Fund V), LP Term Loan
225 E Deerpath Rd, Ste 200
Lake Forest, IL 60045
Tel: 847-295-4243
Email: jdries@p49equity.com
3. Pratt Industries Inc Trade Payable $713,913
P.O. Box 933949
Atlanta, GA 31193-3949
Tel: 219-307-4466
Email: tgast@prattindustries.com
4. Bunge North America Trade Payable $686,883
2612 Solution Center
Chicago, IL 60677
Tel: 214-764-8300
Email: astrid.cojulun@bunge.com
5. ADM Milling Co Trade Payable $578,530
P.O. Box 92572
Chicago, IL 60675-2572
Tel: 217-451-8107
Email: Tyler.Beals@adm.com
6. Metraco Transportation Trade Payable $407,550
211 Woodlawn Ave
Norwalk, OH 44857
Tel: 419-660-4026
Email: Courtney.hipp@nhbco.com
7. Berkshire Refrigerated Trade Payable $403,762
Warehousing
P.O. Box 09284
Chicago, IL 60609
Tel: 773-254-2424
Email: lisar@brwllc.com
8. Panoramic, Inc Trade Payable $354,924
1500 N Parker Dr
Janesville, WI 53545
Tel: 608-531-7635
Email: Mary.Webster@panoramicinc.com
9. Darigold Inc Trade Payable $348,264
P.O. Box 95500
Chicago, IL 60694-5500
Tel: 206-286-6753
Email: Dinh.Ho@darigold.com
10. Elite Staffing, Inc Trade Payable $246,783
P.O. Box 5450
Carol Stream, IL 60197-5450
Tel: 773-523-0431
Email: cheredia@elitestaffinginc.com
11. Armstrong Transport Group Trade Payable $236,027
P.O. Box 735227
Dallas, TX 75373-5227
Tel: 980-819-4018
Email: jbrown@armstrongtransport.com
12. Bianchi Milling Trade Payable $190,782
2820 Glavin Dr
Elgin, IL 60124
Tel: 847-478-8322
Email: mike@bianchimilling.com
13. Batory Foods Trade Payable $182,651
10255 W Higgins Rd, Ste 500
Des Plaines, IL 60018
Tel: 847-716-5014
Email: mgiovanni@batoryfoods.com
14. Specialty Nut & Trade Payable $164,595
Bakery Supply Inc
1417 Jeffrey Dr
Addison, IL 60101
Tel: 630-268-8500
Email: orders@pspecialty.com
15. Midland Packaging & Display Trade Payable $154,121
P.O. Box 266
Franksville, WI 53126
Tel: 262-886-8851
Email: cborland@gbp.com
16. AB Mauri Foods Inc Trade Payable $144,220
4776 Collections Center Dr
Chicago, IL 60693
Tel: 314-392-0824
Email: Nicole.McBride@abmauri.com
17. Ardent Mills, LLC Trade Payable $133,870
33250 Collections Center Dr
Chicago, IL 60693-0332
Tel: 720-388-8023
Email: Jon.Welch@ardentmills.com
18. Handi-foil of America Trade Payable $129,639
24628 Network Pl
Chicago, IL 60673
Tel: 847-353-1108
Email: gguo@handi-foil.com
19. Indiana Sugars, Inc Trade Payable $127,820
5918 Collections Center Dr
Chicago, IL 60693
Tel: 630-739-9151
Email: lisam@buysugars.com
20. Cain Food Industries Trade Payable $123,851
P.O. Box 35066
Dallas, TX 75235
Tel: 214-630-4511
Email: a.ramirez@cainfood.com
21. More Pallets LLC Trade Payable $100,080
7724 S Claremont Ave
Chicago, IL 60629
Tel: 773-424-0403
Email: morepalletsllc@gmail.com
22. Central National-Gottesman Inc Trade Payable $85,754
Lindenmeyer Munroe
P.O. Box 99922
Chicago, IL 60696-7722
Tel: 630-250-7500
Email: mschley@lindenmeyr.com
23. Pamco Label Co, Inc Trade Payable $82,653
P.O. Box 1000
Dept 5
Memphis, TN 38148
Tel: 224-315-4829
Email: Rob.Campagnolo@resourcelabel.com
24. Puratos Corp Trade Payable $64,232
Lockbox 9572
P.O. Box 8500
Philadelphia, PA 19178-9572
Tel: 708-966-2912
Email: dhooks@puratos.com
25. Sweet Ovations, LLC Trade Payable $62,587
75 Remittance Dr, Ste 6026
Chicago, IL 60675-6026
Email: Holly.Riddick@Zentis.com
26. Charter Next Generation, Inc Trade Payable $52,729
P.O. Box 9183427
Chicago, IL 60691-3427
Tel: 715-395-1734
Email: Kolleen.Oswskey@cnginc.com
27. Stratas Foods LLC Trade Payable $48,715
P.O. Box 11407
Birmingham, AL 35246-2477
Tel: 901-387-4708
Email: mike.hughes@stratasfoods.com
28. CALco Pallets Trade Payable $45,110
P.O. Box 1922
Woodstock, IL 60098
Tel: 815-725-5387
Email: Sarah@usacalco.com
29. Stephan Zouras Litigation Undetermined
Attn: Ryan Stephan, Haley Jenkins
100 N Riverside Plz, Ste 2150
Chicago, IL 60606
Email: rstephan@stephanzouras.com;
hjenkins@stephanzouraz.
30. The Civil Rights Group, LLC Litigation Undetermined
Attn: Thomas R Kayes
2045 W Grand Ave, Ste B
PMB 62448
Chicago, IL 60612
Tel: 708-722-2241
Email: tom@civilrightsgroup.com
GRATA CAFE: Wins Cash Collateral Access Thru July 14
----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina, Durham Division, authorized Grata Cafe, LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance and provide adequate protection.
The Debtor is permitted to use cash collateral through the earliest
of (i) the entry of a final order authorizing the use of cash
collateral, or (ii) the entry of a further interim order
authorizing the use of cash collateral, or (iii) July 14, 2022 or
(iv) the entry of an order denying or modifying the use of cash
collateral, or (v) the occurrence of a Termination Event.
The Debtor entity was formed in early 2021 and entered into a lease
agreement for the cafe space in April 2021. Extensive delays in
opening the cafe and construction costs, followed by a depressed
restaurant environment due to the COVID-19 pandemic, forced the
Debtor to incur significant debt, both from institutional lenders
and from owner's wife, Rachel Radford's business. Ceremony Salon.
Since the filing of the case, business has improved.
On June 24, 2021, the Debtor and CFG Merchant Solutions entered
into a loan and security agreement. The loan was secured by a
blanket lien on all the Debtor's assets "now or hereafter acquired"
and perfected by UCC Financing Statement 20210084467h filed with
the North Carolina Secretary of State. The Debtor believes the
balance of the CFG loan is approximately $12,000.
On September 13, 2021, the Debtor and Green Grass Capital entered
into a loan and security agreement. The loan was secured by a
blanket lien on all the Debtor's "present and future accounts" and
perfected by UCC Financing Statement 202I0123874A filed with the
North Carolina Secretary of State. The Debtor believes the balance
of the Green Grass loan is approximately $3,000.
As adequate protection for any diminution in value as a result of
the Debtor's use of cash collateral, the Secured Parties are
granted a post-petition replacement lien in the Debtor's
post-petition property of the same type which secured the
indebtedness of a Secured Party pre-petition, with such liens
having the same validity, priority, and enforceability as the
Secured Party had against the same type of such collateral as of
the Petition Date. A Secured Party's lien is deemed perfected to
the extent the pre-petition liens and security interests were
valid, perfected, enforceable, and non-avoidable as of the Petition
Date; provided however, that nothing in the Order will be deemed to
grant the Secured Party a post-petition lien on assets, if any, in
which it did not possess a valid, perfected, enforceable, and
otherwise unavoidable pre-petition lien.
As additional adequate protection, Grata Cafe will keep all of the
Debtor's personal property insured for no less than the amounts of
the pre-petition insurance and maintain appropriate workers
compensation and general liability insurance. The Debtor will
timely pay all insurance premiums related to any and all of the
collateral securing the claims of the Secured Parties.
These events consist a "Termination Event":
a. The effective date of any confirmed Chapter 11 plan in the
proceeding;
b. Conversion of the case to another Chapter of the Bankruptcy
Code or removal of the Debtor from possession;
c. The entry of further orders of the Court regarding the
subject matter hereof;
d. Dismissal of the proceeding; or
e. Occurrence of an event of default that is not timely
cured.
A further hearing on the matter is scheduled for July 14 at 9:30
a.m.
A copy of the order and the Debtor's budget for the period from
June 8 to July 14, 2022, is available at https://bit.ly/3zN517A
from PacerMonitor.com.
The Debtor projects $65,250 in revenue and $63,534in total expenses
for the period.
About Grata Cafe, LLC
Grata Cafe, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-00494) on March 8,
2022. The case was transferred to the Middle District of North
Carolina (Bankr. M.D.N.C. Case No. 22-80071) on March 21, 2022.
In the petition filed by Jerome Radford, member-manager, the Debtor
disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Lena Mansori James oversees the case.
Travis Sasser, Esq., at Sasser Law Firm is the Debtor's counsel.
HAVEN CAMPUS: Wins Cash Collateral Access Thru June 30
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
authorized Haven Campus Communities - Starkville, LLC to use cash
collateral on an interim basis and provide adequate protection to
Origin Bank f/k/a Community Trust Bank.
The Debtor is authorized to "certain limited continued" use of cash
collateral for the period from June 1, 2021, and through and ending
on the earlier of (i) June 30, 2022, and (ii) upon the occurrence
of an "Event of Termination" pursuant to and in accordance with the
Budget.
The Debtor asserts it would not have sufficient available sources
of working capital to operate its business in the ordinary course
or maintain its property without the use of cash collateral subject
to Origin's secured liens and interests.
For the purpose of providing adequate protection to Origin for any
diminution in value which may result from use of cash collateral on
and after the Petition Date, the Debtor will pay (or has already
paid) to Origin adequate protection payments no later than the 24th
day of each calendar month as follows:
a. June 2021: $45,000;
b. July 2021: $45,000;
c. August 2021: $63,000;
d. September 2021: $63,000;
e. October 2021: $63,000;
f. November 2021: $33,000;
g. December 2021: $63,000;
h. January 2022: $63,000;
i. February 2022: $63,000;
j. March 2022: $63,000;
k. April 2022: $63,000; and
l. May 2022: $63,000.
As adequate protection for the Debtor's use of cash collateral,
Origin will have replacement, valid, binding and enforceable fully
perfected liens on, and security interests in, all of the Debtor's
assets, interests, rights and claims to the same extent, priority
and enforceability held by Origin as of the petition date of the
Bankruptcy Case.
Origin will have allowed senior administrative expense claims with
priority over any and all administrative expenses, adequate
protection claims, and all other claims against the Debtor.
The Adequate Protection Liens will be: (i) in continuation of and
in addition to all valid and enforceable liens and security
interests now existing in favor of Origin and not in substitution
therefor; (ii) effective as of the petition date; (iii) deemed duly
perfected without the necessity of filing in any country, state,
county, or local recorder's office or elsewhere, any additional
documents or notices to perfect such postpetition liens and
security interests.
The Debtor's authority to use cash collateral will immediately and
automatically terminate upon the earliest occurrence of: (a) June
30, 2022; (b) the dismissal of the Chapter 11 Case or conversion of
the Chapter 11 Case to a Subchapter 5 or Chapter 7; (c) the
appointment of a trustee or examiner; (d) unless the order provides
otherwise, the entry of an order granting Origin relief from the
automatic stay provisions of Section 362 of the Bankruptcy Code in
the Chapter 11 Case; (e) the occurrence or existence of a default
(including any failure to timely and fully comply with any term or
provision) under any of the terms and conditions of the Order which
remains uncured after five calendar days' written notice to the
Debtor via correspondence to its undersigned counsel; (f) the
filing of any motion by the Debtor for approval or authority to
enter into any agreement pursuant to 11 U.S.C. Sections 363 or 364
the terms of which have not been agreed to by Origin.
The liens and claims granted to Origin under will be subject and
subordinate to the claims of the respective retained professionals
of the Debtor as provided for pursuant to the terms of the proposed
Budget and of any duly appointed creditors' committee for fees and
expenses incurred at any time on and after the Petition Date and
prior to the occurrence of a Termination Event and to the unpaid
fees payable to the U.S. Trustee and / or Clerk of the Court
pursuant to 28 U.S.C. Section 1930 and any interest due and owing
pursuant to 31 U.S.C. section 3717.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3QDGV5o from PacerMonitor.com.
The Debtor projects $216,469 in total revenue and 149,736 in total
expenses for June 2022.
About Haven Campus Communities-Starkville
Atlanta, Ga.-based Haven Campus Communities - Starkville, LLC
operates a student housing complex in Starkville at Mississippi
State University known as "Haven 12." Haven Campus sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Miss. Case No. 21-00844) on May 11, 2021, In the petition
signed by Stephen H. Whisenant, authorized party, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge Katharine M. Samson oversees the case.
Stone & Baxter, LLP and McCraney Montagnet Quin & Noble, PLLC serve
as the Debtor's lead bankruptcy counsel and local counsel,
respectively.
Origin Bank, as lender, is represented by Sarah Beth Wilson, Esq.
and Danielle Mashburn-Myrick, Esq. at Phelps Dunbar LLP.
HBL SNF: No Resident Complaints, 3rd PCO Report Says
----------------------------------------------------
Joseph J. Tomaino, the duly appointed Patient Care Ombudsman for
HBL SNF LLC d/b/a Epic Rehabilitation and Nursing at White Plains,
filed with the U.S. Bankruptcy Court for the Southern District of
New York a Third Report on the Debtor's nursing facility.
The PCO toured the facility lobby area where appropriate COVID-19
screening activity was observed being performed. The PCO contact
information and binder with notices and reports was noted on the
desk next to the binder with the State Survey Results.
The PCO also toured two resident care units -- the memory care unit
and the short-stay rehab unit. The facilities were clean and there
were no odors. Equipment appeared to be in working order. Meal pass
was observed, and several residents were interviewed. These
residents verbalized satisfaction with their care and the quality
of the food. They were all fully dressed and in common dining
areas.
On phone interviews, the facility administrator reported no issues
meeting payroll or operating related financial obligations. He said
that the bankruptcy has no effect at all on the facility and is
related to a landlord/financing dispute. The facility does have
some vacant beds, like other facilities in the area.
No resident, family, or staff complaints were received by the PCO
during this period. The PCO maintains and monitors a hotline for
complaints.
A copy of the Third Ombudsman Report is available for free at
https://bit.ly/3O5aQBC from Omni Agent Solutions, claims agent.
The Ombudsman may be reached at:
Joseph J. Tomaino
Grassi Healthcare Advisors LLC
488 Madison Avenue
New York, NY 10022
Telephone: (212) 223-5020
About HBL SNF
HBL SNF, LLC, doing business as Epic Rehabilitation and Nursing at
White Plains, operates a 160-bedroom skilled nursing and
rehabilitation facility located at 120 Church St., White Plains,
N.Y. The facility, which opened in late 2019, provides an array
of healthcare services, including neurological, respiratory,
orthopedic, occupational, psychiatric, and many other medical and
rehabilitative services.
HBL SNF filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22623) on Nov. 1,
2021, listing $9,131,311 in total assets and $20,128,876 in total
liabilities. Heidi J Sorvino, Esq., at White and Williams, LLP
serves as Subchapter V trustee.
Judge Sean H. Lane oversees the case.
The Debtor tapped Klestadt Winters Jureller Southard & Stevens, LLP
as bankruptcy counsel; Michelman & Robinson, LLP as special
litigation counsel; and HMM CPAs, LLP as accountant.
Joseph J. Tomaino has been appointed as Patient Care Ombudsman for
the Debtor.
HEBO FAMILY FOODS: Wins Cash Collateral Access Thru Sept 15
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Hebo Family Foods, Inc. to use cash collateral on an
interim basis in accordance with the budget and provide adequate
protection through September 15, 2022.
SCJ Commercial Financial Services is the Debtor's only secured
creditor that has a validly perfected lien on the Debtor's cash
collateral.
The Debtor is permitted to collect and use the prepetition assets
in which SCJ claims a security interest, including any proceeds of
prepetition accounts receivable, for the purposes and on the terms
proposed in the Motion in the operation of its business as
debtor-in-possession, provided, however, that pursuant to Fed. R.
Bankr. P. 4001(b)(2), the Debtor will use and expend only that
amount of asserted cash collateral as is necessary to avoid
immediate and irreparable harm to the Debtor's estate pending a
further hearing of the Court on the Motion.
As adequate protection to SCJ:
a. SJC will have a continuing replacement lien and security
interest in the post-petition accounts receivable generated from
operations to the same validity, extent and priority, and to the
extent unavoidable, that it would have had in the absence of the
bankruptcy filing;
b. The Debtor will remain within its Budget, within an overall
margin of 10%; and
c. The Debtor will make monthly adequate protection payments
to SJC in the amount of $125. Application of such payments to
principal, interest or otherwise will be subject to further Court
order.
A further hearing on the matter is scheduled for September 15 at
10:30 a.m.
A copy of the order is available at https://bit.ly/3aWjpju from
PacerMonitor.com.
About HeBo Family Foods, Inc.
HeBo Family Foods, Inc. is the manufacturer of Landry's Meat Pies,
a fresh meat pie distributed to supermarkets and other retailers,
including Market Basket and Stop & Shop.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 22-10497) on April 19,
2022. In the petition filed by Sean Healey, president, the Debtor
disclosed up to $100,000 in assets and up to $500,000 in
liabilities.
Judge Christopher J. Panos oversees the case.
David B. Madoff, Esq., at Madoff & Khoury LLP is the Debtor's
counsel.
HLMC TITLE: Has Until June 30 to File Chapter 11 Plan
-----------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered an order within which
HLMC Title Services, Inc. shall have up to and including June 30,
2022, to file the Chapter 11 Plan.
A copy of the order dated June 16, 2022, is available at
https://bit.ly/3n3QVXR from PacerMonitor.com at no charge.
About HLMC Title Services
HMLC Title Services, Inc. was organized as an Illinois corporation
in 2012. HMLC operates from 1147 W. 175th Homewood, Ill. It owns a
real property located at 17532-42 Dixie Highway, Homewood, where it
operates a strip mall.
HMLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 22-02518) on March 4, 2022. In the
petition signed by Rajei J. Haddad, president, the Debtor disclosed
up to $50,000 in assets and up to $1 million in liabilities.
Judge Deborah L. Thorne oversees the case.
David R. Herzog, Esq., at the Law Office of David R. Herzog, LLC is
the Debtor's counsel.
IRONSIDE LLC: Unsecured Creditors to Recover Less Than 1% in Plan
-----------------------------------------------------------------
Liquidating debtors Ironside LLC and Ironside Lubricants LLC filed
with the U.S. Bankruptcy Court for the Southern District of Texas a
Combined Chapter 11 Plan of Liquidation and Disclosure Statement
dated June 20, 2022.
Ironside, LLC is a limited liability company organized under the
laws of the State of Texas, whose principal place of business at
161 Park Way, Montgomery, Texas 77356. Montgomery County's 2022
assessed value for the property is $1,275,470 and the Debtor
scheduled the value of $855,817.00 for the property.
Ironside Lubricants, LLC is a limited liability company organized
under the laws of the State of Texas, whose principal place of
business at 12080 FM 3083, Conroe, Texas 77301. Ironside Lubricants
manufactures a superior line of industrial lubricants, cleaners and
specialties for oilfield, refining, petrochemical, mining, and
general industrial applications.
The Debtors sold equipment during the bankruptcy. The proceeds were
applied to the outstanding secured claims. Issues arose where some
equipment was sold without prior court approval but where the sale
was disclosed in the monthly operating reports. The Debtor also
proposed to auction other equipment. Lubchem objected to the
engagement of the auctioneer. Lubchem, Dwayne Riney, Sandy Riney,
Randy Riney, Keith Hightower and the Debtors then mediated their
disputes and reached a global mediated settlement agreement with
the assistance of the mediator, Chief Judge David Jones (the
"Mediation").
The Mediation was arm's length and resulted in a global resolution.
Generally, the settlement provides for Lubchem to take over most of
the assets of the Debtor, for the pending secured claims to be
assumed by Lubchem, professionals capping their professional fees,
Lubchem receiving an unsecured allowed claim of $9.5 million, and
Lubchem shall fund the Unsecured Fund to allowed unsecured
creditors to be paid out over five years.
Randy Riney is to be paid $25,000 by Lubchem on the Effective Date
of the Plan and allowed to reside in the apartment at 12080 FM
3038, Conroe, Texas 77301 for 180 days after the Effective Date.
Randy Riney has provided proof of renter insurance to Lubchem.
Further, other business terms were arranged between Randy Riney and
Lubchem for the transition of business where Mr. Riney would be
incentivized to help with sales but not required to help with
sales. Many of the transition issues with the transfer of utility
accounts and securing property insurance as well as handling
transition of sale orders will require additional work between
Lubchem and the Debtors. The CRO has reached out to Lubchem
regarding these issues.
The Combined Plan and Disclosure Statement reflects the result of
substantial negotiations among the Liquidating Debtors, Lubchem,
Inc., Randy Riney, Keith Hightower, First Financial Bank, and
estate professionals with a mediation before Judge David Jones.
The Combined Plan and Disclosure Statement is a liquidating chapter
11 plan for the Liquidating Debtors. The Combined Plan and
Disclosure Statement provides that, upon the Effective Date,
significant assets of the estate including the real estate owned by
Ironside LLC will be transferred to Lubchem, Inc.
Class 4 consists of all Allowed General Unsecured Claims. Allowed
Class 4 Claims will be entitled to receive a Pro Rata Distribution
for Allowed Claims from Unsecured Fund over Five (5) Years. This
Class will receive a distribution of less than 1% of their allowed
claims. The allowed unsecured claims total $2,230,530.78.
For the avoidance of doubt, and notwithstanding any Filed Proof(s)
of Claim to the contrary, as a result of the settlement Lubchem has
an Allowed General Unsecured Claim of $9,500,000 in this Class 4
for voting and distribution purposes. Class 4 is Impaired under the
Plan.
Class 5 consists of all Interests in the Liquidating Debtors.
Holders of Interests in the Liquidating Debtors will retain
ownership interests under the Plan, receive no distribution on
account thereof.
After the Confirmation Date, all of the assets to be transferred
pursuant to the mediated settlement agreement to Lubchem Inc. shall
be transferred. Lubchem, Inc. shall prepare the transfer documents
in cooperation with the Debtors and First Financial Bank. The
transfer of the assets shall not be deemed disbursements.
The Confirmation Hearing and Final Hearing on the Disclosure
Statement has been set before the Bankruptcy Court and scheduled
for August 11, 2022 at 9:00 a.m.
A full-text copy of the Combined Plan and Disclosure Statement
dated June 20, 2022, is available at https://bit.ly/3Otv6fZ from
PacerMonitor.com at no charge.
About Ironside LLC
Ironside, LLC -- https://ironsidemfg.com/ -- designs and builds a
line of thru-tubing mud motors and other components for the
oilfield industry. Its products include bearings, transmissions,
components, motors, agitator, and dual flapper valve.
Ironside, LLC and its affiliate, Ironside Lubricants, LLC, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34222) on Aug.
20, 2020. Randy Riney, managing member, signed the
petitions. At the time of the filing, Ironside, LLC disclosed
estimated assets of $1 million to $10 million and estimated
liabilities of $500,000 to $1 million.
Judge Eduardo V. Rodriguez oversees the cases. Pendergraft &
Simon, LLP serves as the Debtors' legal counsel.
ITURRINO & ASSOCIATES: Wins Cash Collateral Access Thru July 14
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Iturrino and Associates, Inc., d/b/a Dry
Clean Supercenter at Golden Triangle, to use cash collateral on an
interim basis in accordance with the budget, with a 15% variance.
An immediate and critical need exists for the Debtor to obtain
funds in order to continue the operation of its business.
Lendstream Small Business Finance, LLC f/k/a Business Loan Center,
LLC may claim that substantially all of the Debtor's assets are
subject to the Secured Lender's Prepetition Liens.
To the extent of any diminution in value in the Secured Lender's
Prepetition Collateral, the Secured Lender is granted valid,
binding, enforceable, and perfected liens co-extensive with the
Secured Lender's pre-petition liens in all currently owned or
hereafter acquired property and assets of the Debtor.
The replacement liens granted are automatically perfected without
the need for filing of a UCC-1 financing statement with the
Secretary of State's Office or any other such act of perfection.
The Debtor has been directed to pay the Secured Lender the amount
of $1,000 on or before the 30th day of the month beginning in May
2022, and continuing each month thereafter until confirmation of a
Plan, as adequate protection for use of cash collateral.
The Debtor may pay the Subchapter V Trustee a $1,000 retainer per
month.
The Debtor's interim authority to use cash collateral will extend
to the final hearing scheduled for July 14, 2022 at 1:30 p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3tEm5Ji from PacerMonitor.com.
The Debtor projects $32,000 in income and $29,765 in expenses for
one month.
About Iturrino and Associates, Inc.
Iturrino and Associates, Inc., d/b/a Dry Clean Supercenter at
Golden Triangle, operates a Dry Clean Super Center located in
Keller, Texas. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40850-elm11) on
April 18, 2022. In the petition signed by Josh Iturrino, president
and chief executive officer, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Edward L. Morris oversees the case.
Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the
Debtor's counsel.
JGR GROUP: June 30 Hearing on Bid to Use Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a scheduling order granting limited relief and scheduling a
hearing for June 30, 2022, at 10 a.m. on the request of JGR Group,
Inc. for authority to use cash collateral and provide adequate
protection to the U.S. Small Business Administration, the Debtor's
prepetition lender.
The Debtor requires the use of cash collateral to make its regular
payroll on June 16, 2022, and make other necessary payments on an
emergency basis. In its Emergency Motion to Approve Use of Cash
Collateral, the Debtor disclosed it sought, but has not received,
the SBA's consent to use cash collateral. The Debtor intends to
continue seeking that consent prior to any emergency hearing.
On May 31, 2020, the SBA and JGR entered into a Loan Authorization
and Agreement in the principal amount of $150,000. On July 20,
2021, the SBA and JGR entered into an Amended Loan Authorization
and Agreement that increased the Loan to $500,000. On November 13,
2021, the SBA modified the Loan: the loan amount was increased from
$500,000 to $2,000,000.
As of the Petition Date, JGR's liability to SBA under the Amended
Loan Agreement was alleged to be approximately $2,000,000.
The Loan Documents show that the Loan is collateralized by all of
JGR’s assets. JGR values its assets in excess of $5,900,000.
The difference between JGR's assets' value and the SBA Loan balance
is more than $3,900,000. This gives the SBA an "equity cushion" of
195%.
As further adequate protection, the Debtor proposes to grant to
SBA, subject to the Carve-Out continuing, valid, binding,
enforceable and automatically perfected postpetition additional and
replacement security interests in and liens as follows:
a. A first priority perfected security interest in, and lien
and mortgage on, all prepetition and postpetition property of the
Debtor, whether tangible or intangible, not subject to a valid,
perfected, enforceable and unavoidable lien or security interest on
the Petition Date.
b. A junior perfected security interest in and lien and
mortgage on all prepetition and postpetition property of the
Debtor, whether tangible or intangible, that is subject to (i) a
valid, perfected, enforceable and unavoidable consensual lien or
security interest in existence on the Petition Date or (ii) a valid
and unavoidable consensual lien or security interest in existence
on the Petition Date that is perfected subsequent thereto as
permitted by section 546(b) of the Bankruptcy Code; provided,
however, that subject to the Carve-Out, the Adequate Protection
Liens will be senior to any other liens, including, without
limitation, any other adequate protection replacement liens.
c. As further adequate protection, the Debtor will make any
scheduled payments pursuant to the Loan documents, if any.
The Carve-Out include (i) the quarterly fees and interest thereon
required to be paid pursuant to 28 U.S.C. section 1930(a)(6); (ii)
any fees payable to the Clerk of the Court; (iii) all reasonable
fees and expenses incurred by a trustee under section 726(b) of the
Bankruptcy Code in an aggregate amount not to exceed $10,000; (iv)
the accrued and unpaid fees and expenses incurred by any
professionals retained by the Debtor or any Creditors' Committee,
up to the amounts provided for in the Budget.
A copy of the motion is available at https://bit.ly/3N0WG31 from
PacerMonitor.com.
About JGR Group, Inc.
JGR Group, Inc. is a general contractor focused on residential
renovation. Since acquisition, JGR has completed over $20 million
in work within the five boroughs of New York City.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10710) on June 3,
2022. In the petition signed by Gennadiy Sadykov, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Leo Jacobs, Esq., at Jacobs PC is the Debtor's counsel.
KHAF CORP: Court OKs Cash Collateral Access on Interim Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Khaf Corporation to use cash collateral
on an interim basis in accordance with the budget, with a 15%
variance.
An immediate and critical need exists for the Debtor to obtain
funds to continue operating its business.
The U.S. Small Business Administration and New Plan Investments LLC
are the Debtor's secured creditors. Both assert liens on the
Debtor's personal property including accounts.
As adequate protection for the diminution in value of the Secured
Lenders' interests, the Secured Lenders are granted replacement
liens and security interests, in accordance with Bankruptcy Code
Sections 361 and 363, co-extensive with their pre-petition liens.
The replacement liens granted to the Secured Lenders are
automatically perfected without the need for filing of a UCC-1
financing statement with the Secretary of State's Office or any
other such act of perfection.
During the pendency of the order, the Debtor will maintain
insurance on the Secured Lenders' collateral and pay taxes when
due. The automatic stay under Section 362(a) of the Bankruptcy Code
will be modified to the extent necessary to permit the Secured
Lenders to retrieve, collect and apply payments and proceeds in
respect of the Pre-petition Collateral and Post-petition Collateral
in accordance with the terms and provisions of the Order.
A hearing on the matter is scheduled for July 6, 2022 at 1:30 p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3xCytug from PacerMonitor.com.
The Debtor projects $350,000 in income and $19,150 in total
expenses.
About Khaf Corporation
Khaf Corporation operates a flooring and remodeling business with
three locations in the D/FW Metroplex in Texas. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Tex. Case No. 22-40941) on April 27, 2022. In the petition
signed by Jessica Concepcion, owner, the Debtor disclosed up to $1
million in assets and up to $10 million in liabilities.
Judge Edward L. Morris oversees the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the
Debtor's counsel.
KINGSTON LLC: Unsecured Creditors to be Paid in Full in Plan
------------------------------------------------------------
Kingston, LLC, filed with the U.S. Bankruptcy Court for the Western
District of Washington a Small Business Plan of Reorganization
dated June 16, 2022.
The Debtor is an LLC that owns two parcels of real property -- one
is developed and was rented; and the other was raw land.
The first is located in Kingston, Washington and consists of
improved property. The Debtor has 2 deeds of trust on the
property. The Debtor's principal has been funding the current
ongoing expenses and the secured creditor payments. Until
recently, the Debtor made all the currently due payments on the
property. However, the first deed of trust has a maturity date, the
lender refused to extend the note and started foreclosure. This
precipitated this proceeding.
The Debtor also owns property in Leavenworth, WA. Said property is
unencumbered.
This Plan of Reorganization proposes to pay creditors of Kingston
from future income, including but not limited to rent and sales of
property.
Class 4 consists of General unsecured claims. This Class will be
paid in full without interest on the distribution date. Impaired
claims in this class are entitled to vote on the Plan.
On or before the Effective Date, the Court will enter a Claims
Order. The Claims order will specify (a) the allowed amount of the
Unsecured Creditors' claims; and (b) the dates and amounts of the
monthly payments to said creditors. If there are objections to
claims pending, the Claims Order shall so recite and, upon
allowance or disallowance, the Order shall be amended to reflect
the Court's ruling. In the event funds are insufficient to pay
Class 4 claims in full upon any sale of The Property or other
assets, Class 4 claimants shall receive a pro-rata share of the
funds available to pay Class 4 Unsecured Claims.
Class 5 consists of Brian Cohen as 100% Interest holder. Class 5 is
unimpaired under the Plan and will receive all remaining funds, if
any, after payment in full under the Plan to Classes 1 through 4.
The Debtor shall make all payments due under the Plan out of the
funds on hand in the estate as of the Effective Date, and through
the Income generated by The Property through the leasing and
eventual refinance and or sale of The Property.
The sale of The Property is expressly contemplated by the Plan and
the Confirmation Order shall so state. Upon sale, all secured
creditors will be paid in full. The sale will be a sale pursuant to
a chapter 11 plan and not subject to excise tax. It is anticipated
that there will be sufficient funds from these sources to pay all
Allowed Secured and Allowed Unsecured Claims in full.
A full-text copy of the Plan of Reorganization dated June 16, 2022,
is available at https://bit.ly/3OjIiUO from PacerMonitor.com at no
charge.
About Kingston, LLC
Kingston, LLC, is the owner of two parcels of real property in
Kingston and Leavenworth, Washington.
Kingston, LLC, filed a petition for relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No.
22-10941) on June 9, 2022. In the petition filed by Brian Cohen,
the Debtor estimated assets and liabilities between $1 million and
$10 million.
The case is assigned to Honorable Bankruptcy Judge Timothy W.
Dore.
Michael S. DeLeo has been appointed as Subchapter V trustee.
Marc S. Stern, of the Law Office of Marc S. Stern, is the Debtor's
counsel.
KR CITRUS: Unsecureds to Get $27K per Quarter for 3 Years
---------------------------------------------------------
KR Citrus, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of California a Chapter 11 Subchapter V Plan.
KR Citrus, Inc. is a California S corporation formed in 2011. KR is
100% owned by James and Janina Reed. KR is headquartered at Three
Rivers, California and all of its principal assets are located in
Tulare County and Kern County.
The Chapter 11 filing was necessitated by the dispute with Vox. Vox
claims to have purchased Future Receipts to be created by KR and
claims to be owed about $260,000. The interest rate charged is
effectively 84%. Vox claims to own 16% of all revenues received by
KR.
This is an operating plan. From operating revenues, Creditors will
be paid in the order of priority set in the Bankruptcy Code.
The Debtor will continue its business operations and use sale
proceeds to pay creditors in the order of priority set out in the
Bankruptcy Code. Class 5, the class of non-insider claimants, will
be paid pro-rata 100% on allowed claims over 3 years in quarterly
installments. Distributions of $27,273 per quarter will be made on
a pro-rata basis for three years or until all Class 5 claims are
paid, whichever is earlier. Claims will not accrue interest. A
reserve will be maintained for disputed claims. Distributions will
be made pro-rata up to the amount of the Allowed Claims. Claims of
insiders will be subordinated.
Class 4 consists of Administrative Convenience Claims. Holders of
Allowed Unsecured Claims of $7,500 or less, or claimants that
reduce their claim to $7,500. These claims shall be paid in full in
cash within 14 days after the Effective Date. This Class is
unimpaired.
Class 5 consists of General Unsecured Creditors. Distributions of
$27,273 per quarter will be made on a pro-rata basis for three
years or until all Class 5 claims are paid, whichever is earlier.
Claims will not accrue interest. A reserve will be maintained for
disputed claims. Distributions will be made pro-rata up to the
amount of the Allowed Claims. This Class is impaired.
Class 6 consists of Subordinated Creditors. All Claims of Insiders,
including James and Janina Reed, Sunburst Packing, LLC, and PTF,
will be subordinated to all other allowed Claims and receive no
payment on claims until Class 5 is paid in full.
Class 7 consists of Ownership Interests. Each holder of an Equity
Interest will retain such Equity Interest notwithstanding the
Confirmation of the Plan but receive no distributions until Class 5
is paid in full.
A full-text copy of the Subchapter V Plan dated June 16, 2022, is
available at https://bit.ly/3bgATHF from PacerMonitor.com at no
charge.
Attorneys for KR CITRUS:
Riley C. Walter, Esq.
Garrett R. Leatham, Esq.
Wanger Jones Helsley
265 E. River Park Circle, Suite 310
Fresno, CA 93720
Phone: (559) 233-4800
Email: rwalter@wjhattorneys.com
gleatham@wjhattorneys.com
About KR Citrus
KR Citrus, Inc., is a California corporation is engaged in the
fruit and vegetable preserving and specialty food manufacturing
business.
KR Citrus filed a petition for relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-10416)
on March 18, 2022. In the petition signed by CEO James Reed, the
Debtor disclosed $2,002,186 in assets and $1,590,819 in
liabilities.
Judge Jennifer E. Niemann oversees the case.
Riley C. Walter, at Wanger Jones Helsley, is the Debtor's counsel.
LONG ISLAND CITY: Court OKs Deal to Continue Cash Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved a stipulation and consent order made by and between Long
Island City Developers Group, LLC and Signature Bank, the Lender.
On September 24, 2021, the Court entered a Stipulation and Order
authorizing the Debtor's use of cash collateral that contained a
termination date of the one-year anniversary of the Petition Date.
All adequate protection payments under the Cash Collateral Order
have been made timely by the Debtor: The Debtor made an adequate
protection payment on June 1, 2022, after the May 10, 2022
termination date of the Cash Collateral Order.
The Court said the automatic termination of the Debtor's use of
cash collateral upon the one-year anniversary of the Petition Date
is extended through November 10, 2022. The monthly adequate
protection payment made on June 1 is authorized.
A copy of the order is available at https://bit.ly/3y1YeFS from
PacerMonitor.com.
About Long Island City Developers Group
Long Island City Developers Group is a New York-based company
primarily engaged in renting and leasing real estate properties. It
owns a 10,000-square-foot commercial building located at 38-24 32nd
St., Long Island City, N.Y.
Long Island City Developers Group filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 21-4172) on May 10, 2021. Joseph Torres, manager, signed
the petition. At the time of filing, the Debtor had between $1
million and $10 million in both assets and liabilities.
Judge Hon. Jil Mazer-Marino oversees the case.
Morrison Tenenbaum, PLLC serves as the Debtor's legal counsel.
Signature Bank, as lender, is represented by David B. Grantz, Esq.
at Meyner and Landis LLP.
LUCID ENERGY II: Moody's Puts 'B2' CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed Lucid Energy Group II Borrower,
LLC's ratings on review for upgrade, including the company's B2
Corporate Family Rating, B2-PD Probability of Default Rating and B2
senior secured term loan rating.
This follows Lucid and Targa Resources Corp. (Targa, Baa3 stable)
entering into an agreement on June 16, 2022 under which Targa will
acquire Lucid for $3.55 billion in cash. [1]
"The acquisition of Lucid Energy by Targa Resources is credit
enhancing for Lucid given Targa's stronger credit profile,"
commented Jonathan Teitel, a Moody's analyst.
On Review for Upgrade:
Issuer: Lucid Energy Group II Borrower, LLC
Corporate Family Rating, Placed on Review for Upgrade, currently
B2
Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD
Senior Secured 1st Lien Bank Credit Facility, Placed on Review for
Upgrade, currently B2 (LGD4)
Outlook Actions:
Issuer: Lucid Energy Group II Borrower, LLC
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Lucid's ratings were placed on review for upgrade based on the
likely acquisition by Targa, which has a stronger credit profile,
and a more diversified portfolio of midstream assets and greater
financial resources. As a standalone company, Moody's expected
growing volumes on Lucid's system, driving higher EBITDA. The
improved commodity price environment supports increased drilling
and completion activities and offers better visibility to volume
growth. Lucid has a large natural gas gathering and processing
system, a strong but somewhat concentrated customer base, acreage
dedications, and presence in the highly economic Delaware Basin
within the broader Permian Basin. Customer contracts have fixed
fees which limit Lucid's direct commodity price risk. Also, the
contracts have long tenors. There are volume risks though Lucid has
some minimum volume commitments.
At closing, Moody's expects Lucid's debt will be fully paid off
with the proceeds from the transaction. Moody's will likely
withdraw all of Lucid's ratings upon full extinguishment of the
company's debt. The transaction is expected to close in the third
quarter of 2022, subject to regulatory approvals.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
MAYAN POOLS & SPORTS: Files Chapter 11 Subchapter V Case
--------------------------------------------------------
Mayan Pools & Sports Construction, LLC, filed for chapter 11
protection in the Northern District of Georgia. The Debtor filed
as a small business debtor seeking relief under Subchapter V of
Chapter 11 of the Bankruptcy Code.
Mayan Pools & Sports Construction provides commercial and
residential swimming pool construction and remodeling services and
other outdoor living construction services. The managing member
and 100% owner of the Debtor, Jeffrey Anderson, formed the Debtor
in 2013.
Since its inception, the Debtor has operated proudly and profitably
– until the Covid-19 pandemic hit.
Like so many other small businesses, the Debtor suffered a series
of setbacks at the hands of the pandemic. The cost of materials
and contract labor increased substantially over the last several
years, and the delivery of such materials was severely delayed
because of pandemic-related supply chain issues. Not only have
subcontractors and vendors increased prices, but the Debtor has
also been battling labor shortages. The time it takes to receive
permits on each project also increased by several months. All
these issues caused the Debtor to fall behind in its progress on
projects, many of which were quoted and locked in pre-pandemic, and
therefore did not account
for the Debtor's increased costs and timelines.
Payment on its projects is triggered by the completion of certain
phases of construction. Therefore, when the Debtor was prevented
from completing a step in a project by delays in deliveries, the
unavailability of materials, increased labor costs or labor
shortages, permitting delays, etc., the Debtor correspondingly was
unable to be paid on its contracts. The problem was further
intensified as demand for residential pools increased since
families were at home more often during the pandemic and interest
rates were enticingly low.
These factors ultimately snowballed into the Debtor being unable to
complete the increased number of contracts to bring in income and
prevented the Debtor from being able to keep up with payments on
its obligations.
Accordingly, the Debtor has determined in its business judgment
that filing the chapter 11 bankruptcy case would best enable the
Debtor to obtain a short breathing spell and reorganize its debt,
while continuing to operate and earn income.
According to court documents, Mayan Pools & Sports Construction
estimates between 1 and 49 creditors. The petition states funds
will be available to unsecured creditors.
About Mayan Pools & Sports Construction
Mayan Pools & Sports Construction, LLC --
http://www.mayanpoolsandsports.com/-- offers several solutions for
swimming pools, outdoor living, tennis courts, basketball courts,
sports fields and sports tracks. It specializes in commercial
construction and renovations for Universities and High Schools,
Recreational Centers, Condominiums, Apartments, Home Owner
Associations, Hotels and Resorts.
Mayan Pools & Sports Construction filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga.
Case No. 22-40744) on June 20, 2022. In the petition filed by Jeff
Anderson, as managing member, the Debtor estimated assets between
$100,000 and $500,000 and estimated liabilities between $500,000
and $1 million.
John Whaley has been appointed as Subchapter V trustee.
William A. Rountree, of Rountree Leitman Klein & Geer, LLC, is the
Debtor's counsel.
MERCURITY FINTECH: Issues $5M Promissory Note for Working Capital
-----------------------------------------------------------------
Mercurity Fintech Holding Inc. issued a promissory note to Ying
Wang, a Singapore resident, in the principal amount of up to
$5,000,000 to provide for the Company's working capital.
The Note has a term of one year with the maturity date on June 1,
2023 and bears no interest other than any applicable imputed
interest charged by the appropriate government authority. The
balance of the Note may be prepaid at any time before the Maturity
Date.
About Mercurity
Formerly known as JMU Limited, Mercurity Fintech Holding Inc. is a
digital fintech group powered by blockchain technology. The
Company's primary business scope includes digital asset trading,
asset digitization, cross-border remittance and other services,
providing compliant, professional, and highly efficient digital
financial services to its customers. The Company recently began
to
narrow in on Bitcoin mining, digital currency investment and
trading, and other related fields. This shift has enabled the
company to deepen its involvement in all aspects of the blockchain
industry, from production to circulation.
Mercurity reported a net loss of $20.75 million for the year ended
Dec. 31, 2021, a net loss of $1.65 million for the year ended
Dec. 31, 2020, a net loss of $1.22 million for the year ended Dec.
31, 2019, a net loss of $123.24 million for the year ended Dec. 31,
2018, and a net loss of $161.90 million for the year ended Dec. 31,
2017.
MESOBLAST LTD: Final Hearing on $2M Suit Settlement Set For Aug. 15
-------------------------------------------------------------------
Further to Mesoblast's announcement of May 19, 2022 regarding the
proceeding served by the law firm William Roberts Lawyers, a second
class action proceeding in the Federal Court of Australia
canvassing similar allegations has been served on the Company by
the law firm Phi Finney McDonald. Mesoblast will vigorously defend
both proceedings.
In the U.S., the Company recently resolved a similar suit for $2
million, with no admission of liability, which was paid by the
Company's insurer other than the minimum excess as per the
Company's insurance policy. The court granted preliminary approval
of the settlement on April 8, 2022 and has scheduled a final
approval hearing for August 15, 2022.
About Mesoblast
Headquartered in Melbourne, Australia, Mesoblast --
www.mesoblast.com -- is a developer of allogeneic (off-the-shelf)
cellular medicines for the treatment of severe and life-threatening
inflammatory conditions. The Company has leveraged its proprietary
mesenchymal lineage cell therapy technology platform to establish a
broad portfolio of late-stage product candidates which respond to
severe inflammation by releasing anti-inflammatory factors that
counter and modulate multiple effector arms of the immune system,
resulting in significant reduction of the damaging inflammatory
process. Mesoblast has locations in Australia, the United States
and Singapore and is listed on the Australian Securities Exchange
(MSB) and on the Nasdaq (MESO).
Mesoblast reported a net loss of US$98.81 million for the year
ended June 30, 2021, a net loss of US$77.94 million for the year
ended June 30, 2020, and a net loss of US$89.80 million for the
year ended June 30, 2019. As of March 31, 2022, the Company had
US$681.69 million in total assets, US$164.56 million in total
liabilities, and $517.13 million in total equity.
Melbourne, Australia-based PricewaterhouseCoopers, the Company's
auditor since 2008, issued a "going concern" qualification in its
report dated Aug. 31, 2021, citing that additional cash inflows
will be required over the next twelve months in order to meet
forecast expenditure, including repayment of the Hercules debt
facility, that raises substantial doubt about its ability to
continue as a going concern.
MILLENNIUM SERVICES: Opts for Subchapter V Case; Bank Seeks Trustee
-------------------------------------------------------------------
Millennium Services of Florida, LLC, filed for chapter 11
protection in the Middle District of Florida on June 20, 2022.
Millennium amended its petition on June 22, 2022, to indicate that
it is seeking relief as a small business debtor seeking relief
under Subchapter V of Chapter 11 of the Bankruptcy Code.
Millennium -- http://www.millenniumservicesfl.com/-- is a
landscape management company headquartered in Winter Garden,
Florida, which provides landscape maintenance services in the
Greater Orlando area. Millennium provides services to meet a wide
range of customer needs including; HOA communities, property
managers, resorts, office parks, shopping centers, apartment
complexes, or hotels.
The Debtor has filed with the Bankruptcy Court motions to pay
prepetition wages of employees and to use cash collateral of
secured creditor Assurance Mezzanine Fund III, L.P.
Assurance Mezzanine Fund on the other hand has filed in the case a
motion to appoint a Chapter 11 trustee to replace current
management of the Debtor.
Assurance Mezzanine Fund III, is a private investment firm that
entered into a secured loan transaction with the Debtors in the
chapter 11 case. Assurance made a loan to Debtor MTC Holdings, LLC
in the principal amount of $3,450,000 secured by all of the assets
of MTC and Debtor Millennium Services of Florida, LLC, and which is
unconditionally guaranteed by Millennium, with an additional
limited guaranty by Michael T. Cox, the current representative of
the Debtors in these related chapter 11 cases. Cox is the owner,
sole member and officer of MTC, as well as the managing member and
Chief Executive Officer of Millennium.
Long before the filing the chapter 11 proceedings, the Debtors and
Cox defaulted under the Loan and related guarantees and breached
the credit agreements in a number of ways. These acts ultimately
led to the filing of state-court action by Assurance seeking the
emergency appointment of a receiver to preserve Assurance's
collateral (which constitutes all assets of both Debtors) in
Assurance Mezzanine Fund III, L.P. v. MTC Holdings, LLC, et al.,
Case No. 2022-CA-001698-O (Orange County, Fla., Business Court
Division 43). The Debtors filed the chapter 11 cases on the
morning of the hearing to appoint a receiver.
"Over the past several months, the Debtors have mismanaged and
squandered millions of dollars, breached their obligations on
secured loans, wasted company assets and cash collateral, and made
misrepresentations on their own financial statements in an effort
to conceal their defaults on loan obligations and other breaches of
contract. Now, literally hours before a state-court hearing was
set to appoint a receiver over the Debtors' assets to prevent
further waste and preserve the Debtors' business as a going
concern, the Debtors have filed these chapter 11 proceedings to
prevent that receivership and place the bankruptcy estate in the
hands of the same fiduciary responsible for this dishonesty,
incompetence, and gross mismanagement of the Debtors' affairs.
This case requires an independent fiduciary to marshal the estate's
assets for the benefit of all of the estate's stakeholders,"
Assurance said in its motion to appoint a Chapter 11 trustee.
According to court filings, Millennium Services of Florida
estimates between 50 and 99 creditors. The petition states funds
will be available to unsecured creditors.
About Millennium Services of Florida
Millennium Services of Florida, LLC --
http://www.millenniumservicesfl.com/-- provides residential and
commercial landscaping services.
Millennium Services of Florida filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 22-02173) on June 20, 2022. In the petition filed by
Michael T. Cox, as manager, the Debtor estimated assets between
$500,000 and $1 million and liabilities between $1 million and $10
million.
Affiliate MTC Holdings, LLC, also sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02178)
on June 20, 2022.
Kenneth D Herron, Jr, of Herron Hill Law Group, PLLC, is the
Debtors' counsel.
MULLEN AUTOMOTIVE: Extends Maturity of $28M Convertible Note
------------------------------------------------------------
Mullen Automotive, Inc. has extended the maturity of a senior
secured convertible note of $28 million, originally due in
July 2022, by two years.
The Company originally entered into a secured convertible
promissory note on July 23, 2020, with DBI Lease Buyback Servicing
LLC, an affiliate of Drawbridge Investments LLC. Esousa Holdings,
LLC, an existing Mullen shareholder, has acquired the Note from
Drawbridge and entered into an agreement with Mullen to extend the
maturity date of the Note by two years. The original Note was
scheduled to mature on July 28, 2022, and the Note is now extended
to July 2024.
"This note extension with Esousa is important for us, as it
preserves our cash flow at a time when the economy appears to be
hitting some headwinds, and it provides the Company with a
strengthened cash position, allowing us to execute on our EV
plans," said David Michery, CEO and chairman of Mullen Automotive.
About Mullen
Mullen Automotive Inc. (fka Net Element Inc.) operates a Southern
California-based electric vehicle company that operates in various
verticals of businesses focused within the automotive industry.
The Company has two electric vehicles under development, one of
which the Company expects to begin delivery of in the second
quarter of 2024. Mullen has several divisions that operate
synergistic businesses, being: CarHub, a digital platform that
leverages artificial intelligence to offer an interactive solution
for buying, selling and owning a car, and Mullen Energy, a division
focused on advancing battery technology and emergency point-of-care
solutions.
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 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 Daszk al 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.
NUVO TOWER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Nuvo Tower LLC
2112 Coney Island Avenue
Brooklyn, NY 11223
Business Description: Nuvo Tower is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)). The
Debtor is the fee simple owner of a real
property located at 2954-2958 Brighton
6th Street and 6-7 Brighton 5th Place,
Brooklyn, NY, having an appraised value of
$4.3 million.
Chapter 11 Petition Date: June 22, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 22-41444
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Robert L. Rattett, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue
34th Floor
New York, NY 10158
Tel: 212-557-7200
Fax: 212 286 1884
Email: rlr@dhclegal.com
Total Assets: $4,300,000
Total Liabilities: $2,898,436
The petition was signed by Haim Pinhas as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/MZTBAHY/Nuvo_Tower_LLC__nyebke-22-41444__0001.0.pdf?mcid=tGE4TAMA
O'BRIEN FAMILY LAND TRUST: SARE Hits Chapter 11 Bankruptcy
----------------------------------------------------------
The O'Brien Family Land Trust, a Single Asset Real Estate, filed
for chapter 11 protection in the Southern District of Florida.
The Debtor disclosed $2.700 million in assets against $2.271
million in liabilities in its schedules. The $2.7 million is
attributed to the Debtor's property at 2817 North Atlantic Blvd.,
Ft. Lauderdale, Fla. 33308. U.S. Bank, N.A., has a $2.256 million
claim on account of a mortgage on the property.
U.S. Bank N.A. had concluded foreclosure proceedings against the
Debtor in Broward County Circuit Court.
The O'Brien Family Land Trust estimates between 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
About The O'Brien Family Land Trust
The O'Brien Family Land Trust is a Single Asset Real Estate (as
defined in 11 U.S.C. Sec. 101(51B)).
The O'Brien Family Land Trust sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14760) on
June 20, 2022. In the petition signed by Carol Storms, as trustee,
the Debtor reports estimated assets and liabilities between $1
million and $10 million. Susan D. Lasky, Esq, of Sue Lasky, PA, is
the Debtor's counsel.
OCULAR THERAPEUTIX: All Four Proposals Passed at Annual Meeting
---------------------------------------------------------------
Ocular Therapeutix, Inc. held its 2022 Annual Meeting of
Stockholders at which the stockholders:
(1) elected Seung Suh Hong, Ph.D., Richard L. Lindstrom, M.D.,
and Leslie J. Williams as Class II directors to serve until the
2025 Annual Meeting of Stockholders, each such director to hold
office until his or her successor has been duly elected and
qualified;
(2) approved a non-binding, advisory proposal regarding the
compensation of the Company's named executive officers;
(3) approved the 2021 Stock Incentive Plan Amendment to increase
the number of shares of common stock of the Company issuable under
the 2021 Stock Incentive Plan by 3,600,000 shares; and
(4) ratified the selection of PricewaterhouseCoopers LLP as its
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2022.
About Ocular Therapeutix
Headquartered in Bedford, MA, Ocular Therapeutix, Inc. --
http://www.ocutx.com-- is a biopharmaceutical company focused on
the formulation, development, and commercialization of innovative
therapies for diseases and conditions of the eye using its
proprietary bioresorbable hydrogel-based formulation technology.
Ocular Therapeutix's first commercial drug product, DEXTENZA, is
FDA-approved for the treatment of ocular inflammation and pain
following ophthalmic surgery.
Ocular Therapeutix reported a net loss and comprehensive loss of
$6.55 million for the year ended Dec. 31, 2021, a net loss and
comprehensive loss of $155.64 million for the year ended Dec. 31,
2020, and a net loss and comprehensive loss of $86.37 million for
the year ended Dec. 31, 2019. As of March 31, 2022, the Company
had $187.62 million in total assets, $107.83 million in total
liabilities, and $79.80 million in total stockholders' equity.
OMNIQ CORP: QShield Chosen to Combat Crime, Enforce Traffic Breach
------------------------------------------------------------------
OMNIQ Corp. has been selected by the City of East Dublin to deploy
its QShield vehicle recognition systems (VRS) technology and its
cloud based citation management platform to identify any vehicle
driving through the city which is on a National Crime Information
Center (NCIC) data base or the Georgia Bureau of Investigations
Database (GBI Database) and cite violators who drive through the
city with outstanding traffic violations.
QShield, OMNIQ's AI-based machine vision VRS solution uses patented
Neural Network algorithms that imitate human brains for pattern
recognition and decision-making. More than 17,000 OMNIQ AI based
machine vision sensors are installed worldwide, including
approximately 7,000 in the U.S. Based on superior accuracy and
patented features like identification of make and color combined
with superior accuracy based on the sophisticated algorithm and
machine learning that largely depends on accumulated data provided
by thousands of sensors already deployed.
"Momentum continuous with rapid growing demand for Q Shield,
following the successes with our first safe city deployments. Q
Shield proves itself as a major force multiplier for law
enforcement. East Dublin follows other cities in Georgia taking
advantage of our revenue share opportunity. By offering a revenue
model economic structure we have created a win-win situation for
the people and authorities and more importantly we are creating
safer cities with unbiased accountability of the citizens.
Taking care of today's problems and preventing tomorrow's disasters
is our core strategy," Shai Lustgarten, CEO.
QShield, OMNIQ's VRS solution will be installed in two key
intersections throughout the city to efficiently and accurately
capture vehicle data, including license plate number, color, make,
and model. QShield's technology will also be used to provide local
law enforcement with timely alerts for any vehicle on a federal,
state, and local law enforcement wanted list in addition to
enforcing the traffic violations above."
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq reported a net loss of $13.14 million for the year ended Dec.
31, 2021, a net loss of $11.50 million for the year ended Dec. 31,
2020, and a net loss attributable to the company's common
stockholders $5.31 million. As of Dec. 31, 2021, the Company had
$75.08 million in total assets, $72.78 million in total
liabilities, and $2.30 million in total equity.
PARETEUM CORP: Seeks to Hire FTI as Financial Advisor
-----------------------------------------------------
Pareteum Corp. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire FTI
Capital Advisors, LLC, in partnership with its parent, FTI
Consulting, Inc., as investment banker and financial advisor.
FTI will render these services:
Investment Banking Services (Capital Raise and M&A Transaction)
a. assist in establishing criteria to identify interested
parties to (i) the potential sale of some of the Debtors' assets or
shareholdings, and (ii) capital raise transactions;
b. advise the Debtors regarding parties that may be interested
in a Transaction, in each case, as approved in advance by the
Debtors;
c. outreach to transaction parties, distribution, and
negotiation of confidentiality agreements;
d. prepare and distribute a confidential offering memorandum
or other suitable transaction marketing document describing the
assets or business of the Debtors, the industry and the potential
transaction;
e. facilitate and manage a virtual data room with all
necessary due diligence and information requirements;
f. screen, including due diligence, rank, and evaluate any
proposals received from parties to the transaction;
g. prepare and coordinate management presentations and
meetings, as necessary;
h. assist with negotiations and document preparation to close
transactions; and
i. provide timely reporting to the Debtors regarding the
status and progress of transaction processes.
Restructuring Services
a. assist in the preparation of debtor-in-possession and cash
collateral budgets and cash flow projections;
b. assist the Debtors in daily cash management and in
preparing, reviewing, and reporting on the 13-week cash flow
forecast and work with management to preserve and maximize cash
availability while preserving the value of the business;
c. provide forecasting and transaction support in connection
with a possible transaction or transactions;
d. assist the Debtors with case administrative and other
reporting requirements required by the bankruptcy court;
e. assist the Debtors with respect to financial and liquidity
analysis for non-U.S. proceedings, if any; and
f. provide other financial advisory services to the Debtors.
The hourly rates charged by the firm for its services are as
follows:
Senior Managing Directors $975 - $1,325
Directors/Senior Directors/
Managing Directors $735 - $960
Consultants/Senior Consultants $395 - $695
Administrative/Paraprofessionals $160 - $300
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
The firm received an advance payment retainer in the amount of
$374,575.48.
Glenn Tobias, a senior managing director at FTI, 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:
Glenn Tobias
FTI Capital Advisors LLC
FTI Consulting, Inc.
1166 Avenue of the Americas, 15th Floor
New York, NY 10036
Tel: +1 646 453 1217
Email: glenn.tobias@fticonsulting.com
About Pareteum Corporation
Pareteum Corporation is a cloud software communications platform
company which provides communications platform-as-a-service (CPaaS)
solutions offering mobility, messaging, and connectivity and
security services and applications. It has operations in North
America, Latin America, Europe, Middle East, Africa, and the
Asia-Pacific region.
Pareteum and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10615)
on May 15, 2022. In the petition signed by Laura W. Thomas, interim
chief financial officer, Pareteum disclosed $52,043,000 in assets
and $10,486,000 in liabilities.
Judge Lisa G. Beckerman oversees the cases.
The Debtors tapped Togut, Segal & Segal, LLP as bankruptcy counsel;
King & Spalding, LLP as special counsel; and FTI Capital Advisors,
LLC, in partnership with its parent, FTI Consulting, Inc., as
investment banker and financial advisor. Kurtzman Carson
Consultants, LLC is the claims, noticing and balloting agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on May 24, 2022. The committee is represented
by Michael G. Burke, Esq., at Sidley Austin, LLP.
PARETEUM CORP: Seeks to Hire King & Spalding as Special Counsel
---------------------------------------------------------------
Pareteum Corp. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire King
& Spalding, LLP as its special counsel.
The firm's services include:
(a) advising the Debtors and their bankruptcy counsel, Togut,
Segal & Segal LLP, with respect to the marketing of the Debtors'
assets for sale;
(b) advising the Debtors and their counsel with respect to the
due diligence process for potential purchasers of the Debtors'
assets, including, without limitation, assisting the Debtors in
their efforts to compile information and data related to such due
diligence process;
(c) advising the Debtors and their counsel with respect to
any legal issues that may arise in connection with the sale
process;
(d) preparing for and conducting an auction of the Debtors'
assets;
(e) seeking court approval of the sale and the
debtor-in-possession financing, including, without limitation,
drafting, filing and prosecuting all pleadings related thereto;
(f) drafting and negotiating all documents relating to the
sale and DIP financing;
(g) negotiating cure costs and objections in connection with
the sale;
(h) coordinating the closing of the sale and the DIP
financing (and the transactions related thereto);
(i) advising the Debtors with respect to post-closing issues
arising from or relating to the sale and the DIP financing (or any
transaction resulting therefrom);
(j) preparing securities disclosures and filings with the
Securities and Exchange Commission; and
(k) such other specific services as may be requested by the
Debtors from time to time relating to corporate or financing
matters.
The firm's hourly billing rates range from $620 for new associates
to $1,885 for the most senior partners, and from $145 to $515 for
project assistants and paralegals.
The Debtors paid King & Spalding retainers in the total amount of
$431,040.
Thaddeus Wilson, Esq., a partner at King & Spalding, disclosed in a
court filing that his firm neither holds nor represents any
interest that is materially adverse to the Debtors' estates.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Wilson disclosed that:
-- The firm has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- No King & Spalding professional included in the engagement
has varied his rate based on the geographic location of the
bankruptcy case.
-- Since the firm was retained to provide legal services to
the Debtors, King & Spalding has charged market hourly rates. No
adjustments were made to either the billing rates or the material
financial terms of the firm's employment as a result of the filing
of the Chapter 11 cases.
-- King & Spalding has provided a prospective budget and
staffing plan to the Debtors for the period from the petition date
through the closing of the sale, and will continue to work with the
Debtors on the budget and staffing plan..
The firm can be reached through:
Thaddeus D. Wilson, Esq.
King & Spalding LLP
1180 Peachtree Street, NE, Suite 1600
Atlanta, GA 30309
Phone: +1 404 572 4600
Email: thadwilson@kslaw.com
About Pareteum Corporation
Pareteum Corporation is a cloud software communications platform
company which provides communications platform-as-a-service (CPaaS)
solutions offering mobility, messaging, and connectivity and
security services and applications. It has operations in North
America, Latin America, Europe, Middle East, Africa, and the
Asia-Pacific region.
Pareteum and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10615)
on May 15, 2022. In the petition signed by Laura W. Thomas, interim
chief financial officer, Pareteum disclosed $52,043,000 in assets
and $10,486,000 in liabilities.
Judge Lisa G. Beckerman oversees the cases.
The Debtors tapped Togut, Segal & Segal, LLP as bankruptcy counsel;
King & Spalding, LLP as special counsel; and FTI Capital Advisors,
LLC, in partnership with its parent, FTI Consulting, Inc., as
investment banker and financial advisor. Kurtzman Carson
Consultants, LLC is the claims, noticing and balloting agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on May 24, 2022. The committee is represented
by Michael G. Burke, Esq., at Sidley Austin, LLP.
PARETEUM CORP: Taps Togut, Segal & Segal as Bankruptcy Counsel
--------------------------------------------------------------
Pareteum Corp. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Togut, Segal & Segal, LLP to serve as legal counsel in their
Chapter 11 cases.
The firm's services include:
a. advising the Debtors regarding their powers and duties;
b. assisting the Debtors in obtaining interim and final relief
with respect to various first-day motions, including but not
limited to, (i) joint administration; (ii) wages and employment
policies; (iii) insurance; (iv) taxes; and (v) payment to foreign
vendors;
c. assisting the Debtors with obtaining bankruptcy court
approval for the retention of select estate professionals and
ordinary course professionals as may be needed in their cases;
d. assisting the Debtors' professionals with preparing monthly
fee statements and interim fee applications;
e. assisting the Debtors with preparing their monthly
operating reports;
f. assisting the Debtors with preparing their schedules of
assets and liabilities and statements of financial affairs;
g. reviewing, objecting to, and settling claims and handling
related matters, including contested matters seeking the setoff,
allowance or settlement of priority, secured and general unsecured
claims;
h. counseling the Debtors in connection with reclamation
demands and issues;
i. effectuating the assumption and rejection of executory
contracts and unexpired leases;
j. assisting the Debtors in connection with utility matters,
including, but not limited to, demands by utility providers
pursuant to Section 366 of the Bankruptcy Code;
k. analyzing transfers made by the Debtors in the 90-day
period prior to the commencement of their cases for an assessment
of potential avoidance claims under Chapter 5 of the Bankruptcy
Code;
l. assisting the Debtors with certain vendor issues;
m. preparing legal papers;
n. attending meetings and negotiating with representatives of
creditors and other parties in interest;
o. appearing before the bankruptcy court and any appellate
courts;
p. responding to inquiries and calls from creditors and
counsel to interested parties regarding pending assigned matters;
and
q. performing other necessary legal services for the Debtors.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Frank A. Oswald, Esq. $1,120 per hour
Associates $320 to $830 per hour
Counsel $810 to $990 per hour
Paralegals $195 to $410 per hour
The firm was paid a retainer in the amount of $150,000.
Frank Oswald, Esq., senior member of Togut, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Oswald disclosed that:
-- the firm has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
-- no Togut professional included in the engagement has varied
his rate based on the geographic location of the bankruptcy case;
-- the firm did not represent the Debtors prior to its
engagement in connection with the commencement of their Chapter 11
cases; and
-- the Debtors prepared a budget, which included items such as
"Professional Fees."
The firm can be reached through:
Frank A. Oswald, Esq.
Brian F. Moore, Esq.
Amy M. Oden, Esq.
Togut, Segal & Segal, LLP
One Penn Plaza, Suite 3335
New York, NY 10119
Tel: (212) 594-5000
Fax: (212) 967-4258
Email: frankoswald@teamtogut.com
bmoore@teamtogut.com
aoden@teamtogut.com
About Pareteum Corporation
Pareteum Corporation is a cloud software communications platform
company which provides communications platform-as-a-service (CPaaS)
solutions offering mobility, messaging, and connectivity and
security services and applications. It has operations in North
America, Latin America, Europe, Middle East, Africa, and the
Asia-Pacific region.
Pareteum and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10615)
on May 15, 2022. In the petition signed by Laura W. Thomas, interim
chief financial officer, Pareteum disclosed $52,043,000 in assets
and $10,486,000 in liabilities.
Judge Lisa G. Beckerman oversees the cases.
The Debtors tapped Togut, Segal & Segal, LLP as bankruptcy counsel;
King & Spalding, LLP as special counsel; and FTI Capital Advisors,
LLC, in partnership with its parent, FTI Consulting, Inc., as
investment banker and financial advisor. Kurtzman Carson
Consultants, LLC is the claims, noticing and balloting agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on May 24, 2022. The committee is represented
by Michael G. Burke, Esq., at Sidley Austin, LLP.
PARK SUPPLY: Seeks Cash Collateral Access Thru Aug 29
-----------------------------------------------------
Park Supply of America, Inc., asks the U.S. Bankruptcy Court for
the District of Minnesota for authority to continue using cash
collateral after June 28 through August 29, 2022, and provide
adequate protection.
The Debtor's continued use of cash collateral is essential to its
continued business operations and irreparable harm would result if
it were deprived of the ability to use such cash collateral.
Since January 25, 2022, the Debtor has operated with the use of
cash collateral subject to the terms and restrictions imposed by
the Final Cash Collateral Order. During that time, the Debtor has
provided weekly cash flow reports to its secured creditor, Sunrise
Banks.
As adequate protection for Sunrise, the Debtor proposes to grant
replacement liens in Sunrise's collateral; and report and account
for the use of any cash proceeds by the Debtor. The Debtor projects
it can operate profitably in the ordinary course with use of cash
collateral as set forth in the budget submitted with the Motion.
During the pendency of the case, the Debtor has outperformed its
projections and operated profitably leaving Sunrise Banks with an
increased collateral base as compared to the Petition Date.
Prior to the hearing on the Motion for an order authorizing
continued use of cash collateral, and in settlement of any and all
of the matters raised in the Motion, the Debtor may enter into a
stipulation with Sunrise concerning use of cash collateral,
adequate protection and other related matters. In the event Debtor
enters into any such stipulation, the Debtor will seek approval of
the stipulation without further notice of hearing pursuant to
Bankruptcy Rule 4001(d)(4).
The hearing on the matter is scheduled for June 28 at 10 a.m.
A copy of the motion and the Debtor's budget for the period from
June 6 to August 29, 2022 is available for free at
https://bit.ly/3OiYSnJ from PacerMonitor.com.
The budget provides for $847,120 in total cash receipts and
$930,560 in total disbursements for the period.
About Park Supply of America, Inc.
Park Supply of America, Inc. is a merchant wholesaler of hardware,
and plumbing and heating equipment and supplies.
Park Supply of America sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 22-40003) on January
3, 2022.
In the petition signed by James Dada, COO/CFO, the Debtor disclosed
$1,706,019 in assets and $2,593,406 in liabilities.
Cameron A. Lallier, Esq., at Foley and Mansfield PLLP is the
Debtor's counsel.
POMMEL MEADOWS: Seeks to Hire Barron & Newburger as Legal Counsel
-----------------------------------------------------------------
Pommel Meadows Hospitality, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Barron
& Newburger, PC as its legal counsel.
The firm's services include:
(a) advising the Debtor of its rights, powers and duties;
(b) reviewing the nature and validity of claims asserted
against the property of the Debtor and advising the Debtor
concerning the enforceability of such claims;
(c) preparing legal documents and reviewing all financial
reports to be filed in the Debtor's Chapter 11 case;
(d) preparing responses to motions, complaints and other legal
papers that may be filed in the case;
(e) advising the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related documents;
(f) working with professionals retained by other parties in
interest in this case to attempt to obtain approval of a consensual
plan of reorganization for the Debtor; and
(g) performing all other necessary legal services for the
Debtor.
The hourly rates charged by the firm for its services are as
follows:
Stephen Sather $525
Paul Hammer $450
Charles Murnane $375
Other attorneys $175 to $475
The firm received a retainer in the amount of $15,000.
As disclosed in court filings, Barron & Newburger is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Stephen W Sather, Esq.
Barron & Newburger, P.C.
5555 West Loop S 235
Bellaire, TX 77401-2100
Tel: (512) 649-3243
Email: ssather@bn-lawyers.com
About Pommel Meadows Hospitality
Pommel Meadows Hospitality, LLC operates the Best Western Plus
Seabrook Suites located at 5755 Bayport Blvd., Seabrook,
Texas.77586. The hotel, which Pommel Meadows Hospitality acquired
in 2018, features 85 rooms with a restaurant on-site, complimentary
breakfast, a cocktail lounge, an outdoor pool, and an exercise
facility.
Pommel Meadows Hospitality sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-31579) on June
6, 2022, listing as much as $10 million in both assets and
liabilities. Danish Khan, managing member, signed the petition.
Judge Jeffrey P. Norman oversees the case.
Stephen W. Sather, Esq., at Barron and Newburger, PC serves as the
Debtor's legal counsel.
The Debtor's lender, DCR Mortgage 10 Sub 3, LLC, is represented by
Daniel J. Ferretti, Esq., at Baker, Donelson, Bearman, Caldwell and
Berkowitz.
POPPA CONSTRUCTION: Taps Roetzel & Andress as Litigation Counsel
----------------------------------------------------------------
Poppa Construction, Inc. received approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Roetzel & Andress
as its special litigation counsel.
The Debtor requires legal assistance in connection with its appeal
of the judgment entered in favor of PPF LRIII Portfolio, LLC. The
appeal was filed in the Third District Court of Appeals of
Florida.
The hourly rates charged by the firm for its services are as
follows:
James D. Fox, Esq. $485 per hour
Paralegal $165 per hour
As disclosed in court filings, Roetzel does not have a material
interest adverse to the Debtor regarding the specific matters for
which it is to be retained.
The firm can be reached through:
James D. Fox, Esq.
Roetzel & Andress
850 Park Shore Drive
Trianon Centre, 3rd Floor
Naples, FL 34103
Phone: 239-649-6200
Fax: 239-261-3659
Email: jfox@ralaw.com
About Poppa Construction
Poppa Construction, Inc., a company in Naples, Fla., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 22-00498) on May 5, 2022, listing up to
$500,000 in assets and up to $10 million in liabilities. Kathleen
L. DiSanto serves as Subchapter V trustee.
Judge Caryl E. Delano oversees the case.
Edward J. Peterson, Esq., at Stichter, Riedel, Blain & Postler,
P.A. and Roetzel & Andress serve as the Debtor's bankruptcy counsel
and special litigation counsel, respectively.
PREMIER MODERN: Wins Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Premier Modern Commercial Printing
Company, d/b/a Bass Printing Company, to use the cash collateral of
American Momentum Bank on an interim basis in accordance with the
budget, with a 10% variance.
AMB asserts it is secured by liens on and security interests in
substantially all Debtor's assets and the proceeds thereof.
The Debtor's right to use cash collateral under the Interim Order
will commence on the date of entry of the Interim Order and expire
on the earlier of: (a) the entry of a subsequent interim cash
collateral order; or (b) the entry of a Final Order.
As adequate protection for the Debtor's use of cash collateral, AMB
is granted replacement liens on all of Debtor's assets, whether
such property was acquired before or after the Petition Date.
The Replacement Liens are exclusive of any avoidance actions
available to the Debtor's bankruptcy estate pursuant to sections
544, 545, 547, 548, 549, 550, 553(b) and 724(a) of the Bankruptcy
Code and the proceeds thereof.
Further, the Replacement Liens will be equal to the aggregate
diminution in value of the Collateral, if any, that occurs from and
after the Petition Date. The Replacement Liens will be of the same
validity and priority as the liens of AMB on the Prepetition
Collateral.
The Replacement Liens granted will maintain the same priority,
validity and enforceability as AMB's liens on the prepetition
Collateral.
The Replacements Liens will be subject and subordinate to any and
all fees payable to the United States Trustee pursuant to 28 U.S.C.
section 1930(a)(6) and the Clerk of the Bankruptcy Court.
The final hearing on the matter is scheduled for June 29, 2022 at
10:30 a.m.
A copy of the order and the Debtor's budget for the period from
June 14 to 29, 2022 is available at https://bit.ly/39tCKIF from
PacerMonitor.com.
The Debtor projects $38,180 in projected income and $30,626 in
total expenses for the period.
About Premier Modern Commercial Printing Company
Premier Modern Commercial Printing Company operates a 1-stop-shop
commercial printing company out of a single location in Fort Worth,
Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-41296-elm11) on June
7, 2022. In the petition signed by Alrick V. Warner, Esq.,
president and chief executive officer, the Debtor disclosed up to
$500,000 in assets and up to $100 million in liabilities.
Michael S. Mitchell, Esq., at DeMarco Mitchell, PLLC is the
Debtor's counsel.
QUANTUM DEVELOPMENT: Gets OK to Hire Edward Bowers as Accountant
----------------------------------------------------------------
Quantum Development Charlotte, LLC received approval from the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ Edward Bowers, a practicing accountant in North Carolina.
The Debtor requires an accountant who is experienced in rendering
services in Chapter 11 cases.
Mr. Bowers disclosed in a court filing that he is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code..
Mr. Bowers can be reached at:
Edward P. Bowers, CPA
Middleswarth Bowers & Co.
219 A Wilmot Drive
Gastonia, NC 28054
Tel: 704-867-2394
Fax: (704) 867-5303
About Quantum Development
Quantum Development Charlotte, LLC, a company in Charlotte, N.C.,
filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case
No. 22-30113) on March 15, 2022, listing $38,317 in assets and
$2,018,392 in liabilities. Richard D. Campbell, member and manager,
signed the petition.
Judge Laura T. Beyer oversees the case.
The Debtor tapped the Law Offices of R. Keith Johnson, P.A. and
Professional Tax Consultants, LLC as legal counsel and tax
consultant, respectively.
REVLON INC: Citi's $900 Million Error Complicates Bankruptcy Case
-----------------------------------------------------------------
Sujeet Indap of Financial Times reports that as Revlon Inc.
prepares to negotiate its restructuring after filing for bankruptcy
last week, the American cosmetics group still does not know the
identity of all its key creditors, a consequence of a bizarre
banking mistake.
In August 2020, Citigroup mistakenly used its own money to repay a
$900 million term loan it administered on behalf of Revlon that was
held by multiple asset management groups. Holders of $400 million
of the loan quickly returned the erroneous payment. However, funds
that owned $500 million of the loan, many furious with Revlon over
a previous debt restructuring, kept the cash.
In 2021, a federal judge in New York said those who held on to the
repayment were legally entitled to do so. Citi appealed against the
decision. With the higher court yet to render a final ruling,
Revlon faces the possibility that the repaid lenders will be forced
to give back the proceeds and become Revlon creditors again.
Citi said in securities filings, however, that if the original
decision is upheld it will assume the $500 million claim against
Revlon, pitting the Wall Street titan against a loyal client.
Revlon said it was prepared for that potential fight, writing in
court papers that it "reserve[s] all rights and defences with
respect to any claim Citibank may assert against the debtors."
The Revlon bankruptcy was already complex. In recent months, a
liquidity crisis has engulfed the company, long controlled by
billionaire Ron Perelman, leaving the court-supervised Chapter 11
process as its only avenue to stay afloat.
A lawyer representing Revlon said on Thursday at an initial court
hearing that it was "frustrating" that the fallout from the Citi
error remained unresolved. It has pitted the company against loan
and bondholders as well as left simmering tensions among various
creditors.
According to the company, the bankruptcy filing was not
precipitated by a lack of demand for its beauty products, but by
supply chain hiccups, labour disruptions and inflation, which had
left it short of cash and working capital.
"[B]ecause many of the company's competitors have more cash on
hand, they have been able to build more inventory in advance,
invest in stocking up on components and raw materials, and pay up
front or a premium where needed to secure additional supplies,"
Revlon wrote in its bankruptcy declaration last week.
According to the filing, the company's debt exceeded $3 billion. It
has only $13 million in cash and generated just $300 million in
operating cash flow in the past 12 months.
Revlon held restructuring talks with creditor groups, but the
uncertain status of $500 million of loans made negotiations over a
major tranche of debt impossible. "The company effectively has
had, since August 2020, no 2016 Term Loans counterparty with which
it can negotiate," according to the bankruptcy filing.
Holders of the $500 million in loans not returned to Citi included
such prominent groups as Brigade Capital Management and HPS
Investment Partners. Their recalcitrance stems in part from a
controversy over an $880 million loan taken out by Revlon in May
2020 amid the early pandemic crunch.
As a part of that transaction, the company transferred the
intellectual property underlying such Revlon labels as Elizabeth
Arden, Almay and American Crew to a new subsidiary called BrandCo,
with the loan secured by those assets. The new loan pushed an
existing 2016 Revlon senior loan down the repayment rankings, a
move that infuriated some of the investors who held that loan.
An August 2020 lawsuit filed by a subset of existing company
lenders, who believed that Revlon had rigged the BrandCo financing
approval vote among existing lenders, called the manoeuvre a
"sham." Revlon has denied wrongdoing.
That lawsuit was filed just a day after Citi wired the $900 million
repayment by mistake. It only intended to wire $8 million of
interest but a data entry error lead to the principal repayment
miscue. Should the US appeals court let the funds keep the
repayment, it will be a windfall for those groups because they will
keep 100 cents on the dollar while the loan on the open market
trades at distressed levels.
Lawyers for the repaid lenders in the bankruptcy court hearing on
Thursday described their clients as only "contingent creditors" who
since they have already been repaid will not need to participate in
the bankruptcy fight unless the appeals court orders them to return
the cash to Citi.
Citi has said that if the repayment ruling stands then it is
prepared to become a Revlon creditor. "As a result of the [lower]
court's decision, Citi now has rights as a creditor related to the
Revlon loan," the bank recently wrote in a securities filing.
Other creditors as well as Revlon shareholders are carefully
watching what happens to the Citi claim as its rank would influence
the amount available for recoveries of other stakeholders.
The bankruptcy court has already approved $575 million in financing
provided by existing senior lenders that will fund the company
through the case. Revlon's lawyers conceded in court that resolving
both the Citi repayment lawsuit along with the propriety of the
2020 BrandCo financing transaction will be key issues in the
bankruptcy.
"What's tricky with the Revlon bankruptcy is that you have to
figure out not only how to split the pie -- which is the typical
issue -- but also how big the pie is and who actually owns the
slices," said Elisabeth de Fontenay, a professor of law at Duke
University. "That will make things complicated and possibly slow
down the process."
The bankruptcy financing does not require a restructuring plan to
be filed until November and the company said that by then it hoped
its operating performance will have rebounded.
One person involved in the case said analysing how much Revlon
could be worth, a traditional function of the bankruptcy process,
would eventually become the central issue of the case after the
capital structure wrangling was sorted out.
Even as Revlon loans and bonds are trading at distressed levels,
the company's equity market capitalisation remains about $200
million. "This is really set up to be a hardcore valuation fight,"
the person said.
About Revlon Inc.
Revlon Inc. manufactures, markets and sells an extensive array of
beauty and personal care products worldwide, including color
cosmetics; fragrances; skin care; hair color, hair care and hair
treatments; beauty tools; men's grooming products; anti-perspirant
deodorants; and other beauty care products. Today, Revlon's
diversified portfolio of brands is sold in approximately 150
countries around the world in most retail distribution channels,
including prestige, salon, mass, and online.
Since its breakthrough launch of the first opaque nail enamel in
1932, Revlon has provided consumers with high quality product
innovation, performance and sophisticated glamour. In 2016, Revlon
acquired the iconic Elizabeth Arden company and its portfolio of
brands, including its leading designer, heritage and celebrity
fragrances.
Revlon is among the leading global beauty companies, with some of
the world's most iconic and desired brands and product offerings in
color cosmetics, skin care, hair color, hair care and fragrances
under brands such as Revlon, Revlon Professional, Elizabeth Arden,
Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy
Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos,
Christina Aguilera and AllSaints.
Revlon, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 22-10760) on June 15, 2022. Fifty affiliates, including Almay,
Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also
sought bankruptcy protection on June 15 and June 16, 2022.
Revlon disclosed total assets of $2,328,093,000 against total
liabilities of $3,689,240,395 as of April 30, 2022.
The Hon. David S. Jones is the case judge.
PJT Partners is acting as financial advisor to Revlon and Alvarez &
Marsal is acting as restructuring advisor. Paul, Weiss, Rifkind,
Wharton & Garrison LLP is acting as legal advisor to the Company.
Mololamken, LLC, is the conflicts counsel. Kroll, LLC, is the
claims agent.
RIDER HOTEL: Court OKs Deal on Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Rider Hotel, LLC to use cash collateral on an interim basis in
accordance with the Debtor's stipulation with secured lender, RSS
GSMS2015-GC28-WI RH, LLC.
The Debtor is permitted to use cash collateral to fund the expenses
set forth on the Budget to avoid immediate and irreparable harm.
The Debtor will provide the Prepetition Lender with evidence of
payment of the expenses, with sufficient detail for the Prepetition
Lender to determine payment was made for the appropriate purpose.
Prior to the Petition Date, the Debtor and Starwood Mortgage
Capital LLC, a Delaware limited liability company, entered into a
loan facility pursuant to (a) Credit Agreement, dated January 26,
2015, between the Debtor and Starwood, and all amendments thereto;
(b) Promissory Note, dated January 26, 2015, from the Debtor
payable to Starwood in the original principal amount of
$19,500,000; and (c) various other documents, instruments and notes
including, but not limited to a Mortgage, Assignment of Leases and
Rents and Security Agreement, each dated January 26, 2015.
Starwood subsequently assigned the Prepetition Loan Documents and
related documents, instruments and notes to RSS GSMS2015-GC28-WI
RH, LLC.
As of the Petition Date, on information and belief but subject to
further discovery and due diligence, the Debtor believes it may be
indebted to the Lender under the Prepetition Loan Documents in an
aggregate amount, including appropriately accrued interest and
other valid fees, of not less than $20,000,000. The Debtor
acknowledges the Prepetition Obligations are secured, pursuant to
the Prepetition Loan Documents, by perfected first-priority liens
and security interests granted by the Debtor upon all of the
"Collateral" existing as of the time immediately prior to the
Petition Date.
According to the Debtor, the Lender, to the extent of its valid and
perfected liens on the Prepetition Collateral, will be adequately
protected by a sufficient equity cushion in the Prepetition
Collateral. The Debtor submits that the value of the property, the
Iron Horse Hotel in Milwaukee, Wisconsin, may be at least
$26,000,000. The Debtor contends the anticipated cash revenues
during the Interim Period, in combination with the use of Cash
Collateral, will allow the Debtor to continue to satisfy its
obligations and preserve the business.
A copy of the order is available at https://bit.ly/3MUpH0x from
PacerMonitor.com.
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.
Judge John T. Dorseye oversees the case.
RUDRA INVESTMENTS: Wins Cash Collateral Access Thru Sept 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, authorized Rudra Investments, LLC to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance, through September 30, 2022.
As previously reported by the Troubled Company Reporter, CPIF
California LLC, Access Point Financial, Ascentium Capital, and the
United States Small Business Administration assert an interest in
the Debtor's cash collateral.
The Court said the Secured Creditors will receive a lien and
security interest consistent with the terms of their respective
loan documents and security agreements in all of the Debtor's
assets acquired after the Petition Date as adequate protection,
provided that the Replacement Lien will have the same validity,
enforceability and priority as it had prior to the Petition Date.
As further adequate protection, the Debtor is authorized to make
payments to CPIF California, LLC of $92,000 per month through
September 30, 2022, with payments commencing on June 30, 2022 and
all subsequent payments due on or before the 29th day of the month
thereafter until September 30, 2022.
CPIF expressly reserves all rights on future adequate protection
from October 1, 2022 on. Secured creditor, HDDA, LLC, successor in
interest to Access Point Financial, LLC, also reserves all rights
regarding its rights to adequate protection.
All post-petition fees owed by the Debtor to Holiday Hospitality
Franchising, LLC pursuant to the Holiday Inn Express Hotel
Conversion License Agreement dated June 29, 2019 between HHF, as
licensor, and the Debtor, as licensee, will be paid in full on a
monthly basis and in the ordinary course, and will not be limited
by the Budget.
The Debtor will also provide weekly reporting to CPIF and HDDA of
its actual occupancy rate and average daily room rates.
A further hearing on the matter is scheduled for September 29,
2022, at 10:30 a.m. via Zoom.
A copy of the order and the Debtor's budget for the period from
June to September 2022 is available at https://bit.ly/3xVz37V from
PacerMonitor.com.
The Debtor projects $308,700 in total cash receipts and $263,070 in
total cash disbursements for the period.
About Rudra Investments, LLC
Rudra Investments, LLC owns and operates a 98-room hotel in Santa
Rosa, California dba Holiday Inn Express Santa Rosa. The Hotel
operates under a license agreement with Holiday Inn Express.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-30275) on June 1,
2022. In the petition signed by Hitesh Patel, manager, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge Dennis Montali oversees the case.
Stephen D. Finestone, Esq., at Finestone Hayes LLP is the Debtor's
counsel.
S & N PROPERTY: Court Confirms 100% Sale Plan
---------------------------------------------
Judge Thomas B. McNamara has entered an order confirming S & N
Property, L.L.C.'s Second Amended Chapter 11 Plan of Liquidation
dated April 25, 2022.
An application for allowance of an Administrative Expense must be
filed by any and all Holders of Administrative Expenses for a Claim
of an Administrative Expense incurred by the Debtor from Aug. 11,
2021 up to and through the date of this Order no later than July
21, 2022, as established by Article III.B of the Second Amended
Plan.
A proof of claim arising from the rejection of an executory
contract or unexpired lease must be filed no later than July 21,
2022, as established by Article VI.B of the Second Amended Plan.
The Disclosure Statement provided adequate information -- as such
term is defined under 11 U.S.C. Sec. 1125 -- to all claimants,
creditors and interested parties.
The Second Amended Plan complies with 11 U.S.C. Sec. 1126 as the
Debtor has entitled holders of allowed unsecured claims, which is
the only impaired class under the Second Amended Plan, to vote to
accept or reject the Second Amended Plan.
From April 18, 2002 up to and through March 11, 2022, the Debtor
owned a real property located at 805 Prospect Avenue, Dodge City,
Kansas, 67801 ("Dodge City Property"); and operated a 78-unit
mobile home community on the Dodge City Property, known as Villa
Manor Mobile Home Community. Pursuant to an Order Authorizing
Debtor to Sell Real Property of the Bankruptcy Estate entered by
the Bankruptcy Court on January 25, 2022, the Debtor conveyed the
Dodge City Property to Evoke Capital, LLC on March 11, 2022 as
consideration for cash funds in the amount of $2,070,562.00.
Sam Wen controlled 100% equity interest in the Debtor.
The Debtor filed a Plan of liquidation that proposes to pay off
creditors in full from the proceeds of the sale. The Class 2 claim
of Wilmington Trust, N.A. in the amount of $1.473 million is
unimpaired as it has been paid off. Unsecured claims in Class 3 in
the amount of $321,700 will receive plan payments equal to the
amount of the allowed claims within 15 days of confirmation. Mr.
Wen, the Class 4 equity holder, will receive the remaining cash.
About S & N Property
S & N Property, L.L.C., is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
The company filed a Chapter 11 petition (Bankr. D. Col. Case No.
21-14180) on Aug. 11, 2021. On the Petition Date, the Debtor
disclosed $1,719,500 in total assets and $1,529,549 in total
liabilities. The petition was signed by Sam Wen, member/manager.
Berken Cloyes, PC, is the Debtor's counsel.
SAGEWOOD LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sagewood LLC
1112 Ski Hill Rd
Driggs, ID 83422
Business Description: Sagewood LLC is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: June 21, 2022
Court: United States Bankruptcy Court
District of Idaho
Case No.: 22-40242
Judge: Hon. Joseph M. Meier
Debtor's Counsel: Quentin W. Lackey, Esq.
LACKEY LAW GROUP PLLC
823 Specht Ave., Ste. 6
Caldwell, ID 83605
Tel: (208) 466-3753
Email: qlackey@lackeylawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Peter J. Estay as managing member.
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/HKIUXXA/Sagewood_LLC__idbke-22-40242__0001.0.pdf?mcid=tGE4TAMA
SALINE LODGING: July 21 Plan & Disclosure Hearing Set
-----------------------------------------------------
On June 7, 2022, Creditor, Your Enterprise Solutions, LLC ("YES"),
filed with the U.S. Bankruptcy Court for the Eastern District of
Michigan a Liquidating Combined Plan and Disclosure Statement for
Saline Lodging Group, LLC.
On June 16, 2022, Judge Maria L. Oxholm granted preliminary
approval to the Disclosure Statement and ordered that:
* July 12, 2022 is the deadline to return ballots on the plan,
as well as to file objections to final approval of the disclosure
statement and objections to confirmation of the plan.
* July 19, 2022 is the deadline for the creditor to file a
verified summary of the ballot count.
* July 21, 2022, at 11:00 a.m. in Room 1875, 211 W. Fort
Street, Detroit, Michigan is the hearing on objections to final
approval of the disclosure statement and confirmation of the plan.
A copy of the order dated June 16, 2022, is available at
https://bit.ly/3OmbSsY from PacerMonitor.com at no charge.
Attorneys for Your Enterprise:
FINKEL WHITEFIELD FELDMAN
Geoffrey L. Silverman (P34011)
Melinda B. Oviatt (P56101)
32300 Northwestern Highway, Suite
200 Farmington Hills, Michigan
248-855-6500
gsilverman@fwf-law.com
moviatt@fwf-law.com
About Saline Lodging Group
Saline, Mich.-based Saline Lodging Group is a Michigan corporation
formed on February 4, 2017, to own and run a hotel and restaurant
at 1250 E. Michigan Ave., Saline, Michigan.  The hotel and
restaurant is a three story, 63-room hotel, with 40 double queen
suites, 10 king room suites, and three long-term suites.
Saline Lodging Group filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
21-47210) on Sept. 6, 2021, listing as much as $10 million in both
assets and liabilities. Judge Maria L. Oxholm presides over the
case. Donald Darnell, Esq., at Darnell Law Office represents the
Debtor as legal counsel.
SAMARCO MINERACAO: BHP Group and Vale Won't Sell Joint Venture
--------------------------------------------------------------
Tatiana Bautzer of Reuters reports that Miners Vale SA and BHP
Group said in a joint statement on Monday, June 20, 2022, they are
not interested in selling their joint venture Samarco, after
reports of the interest of Brazilian steelmaker Companhia
Siderurgica Nacional (CSN).
"BHP Brasil and Vale say Samarco is not for sale and reaffirm its
support for the restructuring plan filed by the employees' unions,"
the companies said in a joint statement.
The statement added the companies are "focused on the mediation
hearing in the bankruptcy process" scheduled for Tuesday.
CSN is drafting an offer to acquire miner Samarco Mineracao SA,
which will be presented by its adviser RK Partners to the
bankruptcy court judge overseeing its debt restructuring, two
people with knowledge of the matter said.
RK Partners has reached out to Samarco shareholders Vale and BHP
Group, along with unions and financial creditors, the sources said.
One of the sources said Vale has already told CSN the company is
not interested in selling Samarco.
A key problem to reach an agreement is financing Samarco's
liabilities related to its 2015 disaster in the city of Mariana.
Shareholders, which have committed to pay for damages, may resist
any proposal to give up control of operations while keeping that
liability.
A mediation hearing was scheduled by the judge overseeing Samarco's
bankruptcy between two groups presenting competing restructuring
proposals, one led by financial creditors and the other by the
employees' unions with the support of Vale and BHP.
According to a document filed by Samarco with the bankruptcy court
and seen by Reuters, the miner is asking the bankruptcy judge to
reject the plan proposed by creditors for "inconsistencies."
Samarco's lawyers say the 96% reduction in the 23 billion real
($4.5 billion) shareholders credit with the company is subject to
tax and would create a $1.5 billion tax liability that was not
assessed in the plan.
In a statement, the group of creditors said Samarco's analysis
about the plan is incorrect and said that reducing the "undue"
credit with shareholders will not create tax liabilities.
About Samarco Mineracao SA
Samarco Mineracao SA is a Brazilian mining joint venture between
BHP Group and Vale SA. It serves as an iron ore processing
company.
The company provides blast furnace, direct reduction, sinter feed,
as well as low and normal silica content pellets.
On April 9, 2021, the Debtor filed a voluntary petition for
judicial reorganization in the 2nd Business State Court for the
Belo Horizonte District of Minas Gerais in Brazil pursuant to
Brazilian Federal Law No. 11,101 of Feb. 9, 2005.
Samarco Mineracao filed for Chapter 15 bankruptcy recognition
(Bankr. S.D.N.Y. Case No. 21-10754) on April 19, 2021, in New York,
to seek U.S. recognition of its Brazilian proceedings.
The Debtor's U.S. counsel is Thomas S. Kessler of Cleary Gottlieb
Steen & Hamilton LLP.
SERVICE ONE: Case Trustee Wins Cash Collateral Access Thru Sept 2
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, authorized Mark A. Weibart, the trustee of
Service One, LLC, to use the cash collateral of BlueVine Capital
Inc. and the U.S. Small Business Association in accordance with the
budget through September 2, 2022.
The Court said the Replacement Liens granted to BlueVine in the
First Interim Order and the Second Interim Order are extended for
the duration the Trustee is authorized to use the cash collateral.
The Extended BlueVine Replacement Liens are intended to act as
adequate protection pursuant to 11 U.S.C. sections 361(2) and 552
to the extent of any diminution in value of BlueVine's interest in
such cash collateral as a result of the Trustee's use thereof, in
accordance with existing priority.
The SBA Replacement Liens granted to the SBA in the First Interim
Order and as defined therein, are extended for the duration that
the Trustee is authorized to use the cash collateral. The Extended
SBA Replacement Liens are intended to act as adequate protection
pursuant to 11 U.S.C. sections 361(2) and 552 to the extent of any
diminution in value of the SBA's interest.
The BlueVine Replacement Liens and the SBA Replacement Liens are in
the same amount, extend, validity and priority as those liens
existing pre-petition and that no filing, recording, or other acts
in accordance with any applicable local, state, or federal law,
rule, or regulation are necessary to perfect the Extended BlueVine
Replacement Liens and the Extended SBA Replacement Liens.
The authority to use cash collateral will expire on the earlier of
(i) the effective date of conversion of the case, and (ii)
September 2, 2022, unless otherwise extended by further order of
the Court after hearing requested by the Trustee.
A copy of the order and the Debtor's budget for the period from May
to August 25, 2022 is available at https://bit.ly/3tFBAAo from
PacerMonitor.com.
The Debtor projects $2,700,198 in total receipts and $1,758,694 in
total operating disbursements.
About Service One, LLC
Addison, Texas-based Service One, LLC operates a construction
business which acts as a general contractor in the renovation of
residential properties, new home construction, roofing and
restoration of rental properties. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case
No. 22-40503) on April 21, 2022. In the petition signed by manager
Dell James and Mike Bates, as appointed financial advisor, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Brenda T. Rhoades oversees the case.
Christopher J. Moser, Esq., at Quilling, Selander, Cumminskey and
Lownds is the Debtor's counsel.
SHOOT THE MOON: Houston Restaurant to File Chapter 7 Bankruptcy
---------------------------------------------------------------
Natalie Hee of Fox26 Houston reports that a Houston-area restaurant
with self-serve bar concept, Shoot the Moon, has shut down and is
liquidating in Chapter 11 bankruptcy, less than a year after its
new, self-serve bar concept was launched.
The restaurant, which opened last July 2021, allowed patrons to
pour their own beer, wine, liquor, and cocktail straight from a tap
wall.
After an 11-month run, Shoot the Moon is seeking to liquidate in
Chapter 7 bankruptcy.
"June 19, 2022's our last day of service. We will stay open normal
hours until 10 PM and then we will officially file for bankruptcy,"
said Kevin Floyd, the owner.
Floyd has helped bring popular Houston staples like Anvil,
Underbelly and Julep to fruition. His resume and experience were a
recipe for success. But in 2022, those factors simply weren't
enough.
"The fundamental gross foot traffic that we needed to make the
business cash flow positive just never materialized at this
location," Floyd said.
"I have never seen such radical food cost increases across the
board happen so quickly and sustain," Floyd said. "They're not
coming down. I don't think we'll ever see cost of goods sold
pricing from 2019 ever again."
While Floyd mostly attributes the business's shut down to its
location, he acknowledges that supply chain issues and record-high
inflation may have also contributed to its downfall post-pandemic.
Last week, inflation clocked in at a 40-year high of 8.6%.
"If any of those factors have been slightly different then we would
probably be in a different place, but all of them happened all at
the same time and there's just not a way for us to be able to
accommodate for all that," Floyd said.
As growing fears of a possible recession looms, President Biden has
said that tackling inflation is his number one priority.
Gas prices currently average just under $5 a gallon across the
nation.
Consumer spending is also showing signs of slowing down, according
to a report from Bloomberg.
As for Floyd, his focus now shifts to picking up the pieces and
interviewing for a new job.
"I will most likely end up in personal bankruptcy, overall. I'm the
type of business owner that will leave nothing on the field, so I
put everything I possibly could into this," Floyd said.
SONEV CONSTRUCTION: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah authorized SoNev
Construction LLC to, among other things, use cash collateral and
obtain post-petition financing on a final basis.
The Debtor is permitted on a final basis to make adequate
protection payments as and when due under the parties' respective
agreements, to these potentially secured creditors:
a. Iron Capital Rentals USA
b. Advantage Leasing/ Associated Bank, N.A./
Road Machinery LLC
c. Stearns Bank Equipment Finance
d. U.S. Small Business Administration
e. Road Machinery LLC/Financial Pacific Leasing
f. Komatsu Financial Limited Partnership
g. Deere & Company
h. Ford Motor Credit
i. Amur Equipment Finance
j. Balboa Capital
k. Komatsu Financial
l. Caterpillar Financial Services Corporation
m. C T Corporation System, As Representative of
Road Machinery LLC/Financial Pacific Leasing
n. Crestmark Vendor Finance, A Division of Metabank,
National Association
The Court held that the payments comprise adequate protection of
the Secured Creditors' security interests.
A copy of the order is available at https://bit.ly/3N88QHK from
PacerMonitor.com.
About SoNev Construction LLC
SoNev Construction offers surface mining solutions to the Southern
Utah area. The Company prepares mine sites, manages mine
operations, and excavates and develops new subdivisions.
SoNev Construction sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Utah Case No. 22-21037) on March 25,
2022. In the petition signed by Keith Gilbert, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge William T. Thurman oversees the case.
Brian M. Rothschild, Esq., at Parsons Behle and Latimer is the
Debtor's counsel.
SOUTH SIDE CONVENIENT: Patient Care Ombudsman Files Initial Report
------------------------------------------------------------------
Abigail Mohs, the duly appointed Patient Care Ombudsman for South
Side Convenient Care, Inc., filed with the U.S. Bankruptcy Court
for the District of Nebraska an Initial Report on the Debtor's
health care facility.
According to the Report, there were no reported supply issues. In
fact, the Debtor's employees stated there has not been a shortage
of supplies and the Debtor has been able to secure all necessary
clinic supplies.
Additionally, there were no reported complaints related to patient
satisfaction or patient care. The small handful of complaints
mentioned during interviews were minimal and generally complaints
any business would receive.
The only concern related to the clinic location was with the
inconsistent information presented about the hours of operation of
the clinic. Additionally, some of the information posted on the
website, including treating providers, was inconsistent with the
information presented by the Debtor during interviews. Either of
the issues identified could lead to patient confusion related to
the services provided by the clinic. While neither seem to be
related to the Debtor's bankruptcy proceedings, it is worth noting
as a potential patient satisfaction issue for the Debtor to
resolve.
The PCO noted that while there are a couple areas of concern, to
date, the Debtor has continued to provide patient care in the same
manner post-petition as it did pre-petition. Continued monitoring
of the Debtor's patient care will likely focus on ensuring payroll
continues unaffected and that any inaccuracies related to patient
care (i.e., clinic hours and clinic staff) on signage and the
website are corrected.
A copy of the Ombudsman Report is available for free at
https://bit.ly/3Ow69kl from PacerMonitor.com.
The Ombudsman may be reached at:
Abigail T. Mohs
1700 Farnam Street, Suite 1500
Omaha, NE 68102-2068
Telephone: (402) 344-0500
Email: amohs@bairdholm.com
About South Side Convenient Care
South Side Convenient Care, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No.
22-80201) on March 21, 2022, listing $100,001 to $500,000 in both
assets and liabilities. John A. Lentz, Esq. at Lentz Law, PC, LLLC
serves as the Debtor's counsel.
STIMWAVE TECHNOLOGIES: July 14 Final Hearing on $40MM DIP Loan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will held a
hearing July 14, 2022, at 10:30 a.m., prevailing Eastern Time, to
consider final approval of the request of Stimwave Technologies
Incorporated and Stimwave LLC for authority to use cash collateral
and obtain postpetition financing.
The Court granted the Debtors' request on an interim basis
following a hearing June 16.
The Debtors have obtained postpetition financing and other
financial accommodations pursuant to a superpriority senior secured
facility funded by (a) one or more affiliates of Kennedy Lewis
Investment Management LLC (or entities approved by KLIM) and (b)
Broadfin Stimwave SPV I, LLC. The DIP loan consists of a new money
multi-draw term loan facility in an aggregate principal amount of
up to $40,000,000. The DIP facility permits the Debtors to draw an
initial amount of up to $12,000,000, immediately upon entry of the
Interim Order.
As of the Petition Date, the Debtors had approximately $27,000 cash
on hand, which aside from being cash collateral of the Debtors'
prepetition lenders, is insufficient for the Debtors to operate
their business during the Chapter 11 Cases. Thus, the Debtors
require immediate access to the proceeds of the DIP Facility and
authority to use cash collateral to ensure they have sufficient
liquidity to operate during the Chapter 11 Cases and successfully
consummate the sale of their business, thereby maximizing value for
all stakeholders.
The Debtors are borrowers under the Loan and Security Agreement
dated May 13, 2019, with the lenders thereto, including Kennedy
Lewis Capital Partners Master Fund LP, and with Kennedy Lewis
Investment Management, LLC as collateral agent.
As of the Petition Date, the aggregate principal amount outstanding
under the Term Loan Agreement was approximately $39.3 million,
together with any accrued and unpaid interest, fees, expenses, and
disbursements.
As adequate protection the Prepetition Term Loan Lender will be
granted additional and replacement valid, binding, enforceable,
nonavoidable, effective and automatically perfected postpetition
security interests in, and liens on, without the necessity of the
execution by the Debtors (or recordation or other filing) of
security agreements, control agreements, pledge agreements,
financing statements, mortgages or other similar documents, all
prepetition and postpetition property of the Debtors.
As further adequate protection, and to the extent provided by
sections 503(b) and 507(b) of the Bankruptcy Code, an allowed
administrative expense claim in the Chapter 11 Cases of each of the
Debtors to the extent of any postpetition Diminution in Value ahead
of and senior to any and all other administrative expense claims in
such cases, except the Carve Out and the DIP Superpriority Claims.
As further adequate protection, the Prepetition Term Loan Agent on
behalf of the Prepetition Secured Parties, will receive interest
paid in kind on a current basis calculated at the default rate
under the Prepetition Term Loan and Security Agreement.
A copy of the motion is available at https://bit.ly/3xtC8ul from
PacerMonitor.com.
A copy of the Court's Interim Order is available at
https://bit.ly/3HGMZWI from PacerMonitor.com.
About Stimwave Technologies Incorporated
Stimwave Technologies Incorporated and Stimwave LLC manufacture,
distribute, and provide ongoing support for implantable, minimally
invasive neurostimulators, which are used as a treatment for
chronic intractable pain.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 22-10541-KBO) on June 15,
2022. In the petition signed by Aure Bruneau, as manager, the
Debtor disclosed up to $100 million in assets and up to $50 million
in liabilities.
Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and
Crutcher LLP is the Debtors' counsel.
The Debtors also tapped Honigman LLP and Jones Day as special
counsel, Riverson RTS, LLC as financial advisor, GLC Advisors and
Co., LLC and GLCA Securities, LLC as investment banker, and Kroll
Restructuring Administration as notice, claims, solicitation and
balloting agent and administrative advisor.
STORCENTRIC INC: Files for Chapter 11 to Pursue Sale
----------------------------------------------------
StorCentric, Inc., and its affiliates filed for chapter 11
protection in the Northern District of California.
StorCentric is a privately held, independent data management and
storage solutions company. StorCentric's operations are focused on
providing comprehensive data security, mobility, governance, and
storage solutions for customers. Since its incorporation,
StorCentric has acquired five companies – Nexsan and Drobo in
August 2018, Retrospect and Vexata in June 2019, and Violin in
October 2020.
As of the Petition Date, StorCentric directly employed
approximately 125 full-time employees globally consisting of
executives, clerical and accounting, engineers, managers and
supervisors, sales and marketing personnel, officers,
administrative support staff, and other personnel.
The Company proactively took a number of steps prior to filing the
bankruptcy cases in an effort to deleverage its balance sheet,
bolster liquidity, and maximize value for stakeholders. The
COVID-19 pandemic, however, took a devastating impact on the
Company's business. In the interest of public health and safety,
the Debtors' assembly and integration facility was closed for a
period of time in July of 2021. This closure created operational
challenges, and as a result, the Company has needed funds, in
addition to customer receipts, to operate.
In December 2021, the Company attempted to secure access to public
equity markets and capital through an initial public offering but
the process was terminated due to capital market conditions. In
the first quarter of 2022, a Special Purpose Acquisition COmpany
(SPAC) signed a letter of intent to acquire the Debtor. In the
last week of May 2022, the Company was informed that the funding
required for the Company to complete the SPAC transaction would not
materialize. The Company has also pursued several other options,
including asset-based lending options. However, with the impending
June 30, 2022 maturity of the $25,000,000 UMB note, the Company has
not been able to find any sources of new investment.
In order to effectuate an ongoing concern sale process, the Debtors
are requesting various forms of relief pursuant to certain "first
day" motions and applications. The relief requested in the First
Day Motions is intended to minimize the potential adverse effects
of the commencement of these chapter 11 cases on the Debtors'
employees and business operations.
The First Day Motions request, among other things, that the Court:
(i) approve the Debtors' entry into a debtor-in-possession
financing facility and use of cash collateral, which will provide
the liquidity necessary for the Debtors to fund their operations
and the administration of these chapter 11 cases; (ii) authorize
the Debtors to pay certain prepetition claims of employees in the
ordinary course of business; (iii) authorize the Debtors to provide
adequate assurance to utility companies in accordance with section
366 of the Bankruptcy Code; (iv) authorize the Debtors to continue
using their existing cash management system, including their
existing bank accounts; and (v) authorize the implementation of
certain administrative procedures to minimize any disruption to the
Debtors' business as a result of the commencement of the chapter 11
cases.
About StorCentric, Inc.
StorCentric, Inc. -- https://storcentric.com/ -- provides
world-class and award-winning data management solutions.
StorCentric, Inc., and several affiliates, including Connected
Data, Inc., Drobo, Inc., and Retrospect, Inc., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case
No. 22-50515) on June 20, 2022. In the petition filed by John
Coughlan, as CEO, StorCentric estimated assets between $10 million
and $50 million and liabilities between $10 million and $50
million.
John W. Mills, III, of Barnes & Thornburg LLP, is the Debtors'
counsel.
SWITCH LTD: Moody's Puts 'Ba3' CFR on Review for Downgrade
----------------------------------------------------------
Moody's Investors Service has placed Switch, Ltd.'s Ba3 corporate
family rating on review for downgrade due to the high likelihood of
deterioration in its leverage metrics after the planned acquisition
of the company by DigitalBridge Partners II - the digital
infrastructure equity investment arm of DigitalBridge, and IFM
Investors - the global investment management and infrastructure
investor owned by a group of Australian pension funds, collectively
'the Investors'. In the same rating action, the company's Ba1
senior secured credit facility rating and B1 senior unsecured debt
ratings were also placed on review for downgrade. The transaction
has been approved by the company's Board of Directors and is
expected to close in the second half of 2022.
The review will focus on Switch's post-transaction capital and
portfolio strategy including leverage ratios and growth plans.
The following ratings were placed on review for downgrade:
Issuer: Switch, Ltd.
Corporate Family rating, currently Ba3
Senior Secured Bank Credit Facility, currently Ba1
Senior unsecured debt, currently B1
Outlook Action:
Issuer: Switch, Ltd.
Outlook changed to Rating under Review from Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Switch's Ba3 corporate family rating reflects strong demand for
data centers, its solid track record of revenue and income growth,
innovative and patented data center design while also considering
its large investment pipeline, significant asset and market
concentration, and low unencumbered asset base.
Data creation and enterprises seeking off-site data storage
solutions continues to drive demand for data center space, although
supply pressures in certain markets is influencing pricing trends
for undifferentiated products. With its patented designs and proven
track record of low tenant churn rates, Switch is less vulnerable
to supply risk.
As of Q1 2022, Switch's leverage metrics are moderate for the
rating level, with net debt to EBITDA at 6.0x and debt +preferred
to gross assets at 46%. Its secured leverage is weaker than data
center peers at 15% of gross assets although the metric has
improved from the 30%+ levels in 2018/19.
Switch's SGL-2 reflects substantial remaining availability on its
revolver, in excess of $600 million, and cash flow after dividends
in excess of $60 million a quarter relative to no debt maturities
until 2026, development capital investment at a run rate of
$120-$150 per quarter and an almost 90% encumbered asset base
pledged to its credit facility.
As proposed, the Investors will acquire all outstanding common
equity paying $34.25 per share, about a 20% premium to Switch's
closing price at the end of Q4 2021. The aggregate valuation,
including debt, is $11bn; approximately 31x of the 2022 EBITDA
guidance and 2.8x the gross book value of assets at the end of Q1
2022. Moody's believe that the likelihood of repayment of all
outstanding debt, including the draws on the credit facility, is
high given the Investors' preference for secured capital sources,
and the in-place covenants.
Switch's ratings are unlikely to be upgraded given the direction of
the review. The ratings could be confirmed if the Investors were to
commit to maintaining aggregate/secured leverage, and liquidity at
current levels. The ratings would be downgraded if the leverage or
growth strategy become more aggressive. Increase in aggregate
leverage, net debt to EBITDA above 7.0x, secured leverage above
30%, or shareholder friendly measures that cause a deterioration in
liquidity would result in a downgrade.
Switch, Ltd. provides colocation space and related services to
global enterprises, financial companies, government agencies and
others that conduct critical business on the internet. Switch also
licenses its intellectual property to data center equipment
manufacturers As of March 31, 2022, the company owned and operated
16 data centers in 5 locations with 5 million square feet of gross
square feet of space leased to 1350 customers.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms Methodology published in July 2021.
T M GRACE: Wins Interim Cash Collateral Access
----------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
T. M. Grace Builders, Inc. to use cash collateral on an interim
basis in accordance with the budget, with a 10% variance.
As adequate protection, the Debtor will provide the Secured
Creditors with a post-petition lien on all post-petition inventory
and income derived from the operation of the business and assets,
to the extent that the use of the cash results in a decrease in the
value of the Secured Creditors' interest in the collateral pursuant
to 11 U.S.C. section 361(2). All replacement liens will hold the
same relative priority to assets as did the pre-petition liens.
As further adequate protection, the Debtor will keep the collateral
fully insured and provide a complete accounting, on a monthly
basis, of all revenue, expenditure, and collections through the
filing of the Debtor's monthly operating reports.
The Debtor's use of cash collateral is authorized with a complete
reservation of rights of the Secured Creditors or any other secured
creditor to its various claims and lien positions in and to the
Debtor's assets.
Pre-petition, on May 2020, the Debtor entered into a Loan
Authorization and Agreement, Promissory Note, and Security
Agreement with the United States Small Business Administration for
a secured disaster loan in the original principal balance of
$150,000. In accordance with the Security Agreement, the Debtor
granted the SBA a secured interest in substantially all of the
Debtor's assets, including its inventory, equipment, accounts,
deposit accounts, and accounts receivables.
The SBA duly perfected its interest by filing a UCC-1 financing
statement with the Colorado Secretary of State on May 25, 2020,
Document No. 20202049260. As of the Petition Date, the Debtor's
books and records reflect the SBA is owed $149,900, plus accrued
interest on account of its secured claim.
Pursuant to C.R.S. section 38-22-127 (Trust Fund Statute), certain
of the Debtor's funds and accounts are subject to a statutory trust
in favor of subcontractors, material suppliers, and laborers. The
imposition of the statutory trust on certain of the Debtor's funds
and accounts gives trust fund claimants an interest in the Trust
Funds ahead of any secured creditors, and such funds are not assets
of the Debtor's estate.
In addition to the secured claim of the SBA and the trust fund
claimants, the Debtor also entered into a Loan Agreement
(Acquisition, Development and Construction) on May 7, 2021 with
Construction Loan Services II, LLC d/b/a Builders Capital. The
Builders Capital Loan is secured by a Deed of Trust encumbering the
real property located at 1 Carriage Brook Road, which property was
purchased with funds from the Builders Capital Loan, and a secured
interest on any materials and personal property stored on and off
site.
Construction Loan Services II, LLC perfected its secured interest
in the materials and personal property on March 15, 2022 with the
filing of a UCC-1 Financing Statement, Document No. 20222026112.
The Debtor's books and records reflect that Builders Capital was
owed approximately $931,000 on the Petition Date.
On April 8, 2020, the Debtor also entered into a Business Loan and
Security Agreement Supplement with Celtic Bank d/b/a OnDeck.
Pursuant to the Loan Agreement, the Debtor granted a security
interest to OnDeck in substantially all of the Debtor's assets.
OnDeck has not taken any action to perfect its security interest.
The Debtor has also scheduled a number of creditors who are, or may
have a secured interest in the Debtor's cash, accounts, and cash
equivalents, including First Bank.
On the Petition Date, the Debtor listed assets in the amount of
$9,987,005, comprised primarily of real property owned by the
Debtor, some of which is under construction, and the Debtor's
equipment and materials.
On the Petition Date, the Debtor had receivables in the amount of
$175,254, cash in accounts in the amount of $1,918. The Debtor is
replacing its cash in accounts and receivables in the ordinary
course of business.
A final hearing on the Debtor's Motion is set for July 13, 2022 at
1:30 p.m. via Zoom.
A copy of the order is available at https://bit.ly/3xVaMyJ from
PacerMonitor.com.
About T. M. Grace Builders, Inc.
T. M. Grace Builders, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-12026-KHT) on
June 6, 2022. In the petition filed by Anton Shafer, president, the
Debtor disclosed up to $50 million in assets and up to $10 million
in liabilities.
Judge Kimberley H. Tyson oversees the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley, P.C. is the
Debtor's counsel.
TALEN ENERGY: Creditors' Committee Members Disclose Claims
----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Clark Hill PLC submitted a verified statement to
disclose that it is representing Flowserve US, Inc., Silgan
Plastics Corporation, Silgan White Cap Corporation, System One
Holdings, LLC, Waste Management National Services, Inc., Waste
Management of New Jersey, Inc., and ShawCor Ltd. in the Chapter 11
cases of Talen Energy Supply, LLC, et al.
As of June 21, 2022, each client and their disclosable economic
interests are:
Flowserve US, Inc.
* Nature of Claim: Flowserve US Inc. holds an unsecured claim
against the Debtors' estate in the approximate
amount of $500,000 relating to the supply of
goods and services.
* Amount of Claim: $500,000
Silgan Plastics Corporation
* Nature of Claim: Silgan Plastics Corporations holds an unsecured
claim against the Debtors' estate in the
approximate amount of $2,400,000 relating to a
manufacturing property to which the Debtors
provided electricity. The electricity agreement
with the Debtors was subsequently rejected.
* Amount of Claim: $2,400,000.00
Silgan White Cap Corporation
* Nature of Claim: Silgan White Cap LLC holds an unsecured claim
against the Debtors' estate in the approximate
amount of $1,500,000 relating to a
manufacturing property to which the Debtors
provided electricity. The electricity agreement
with the Debtors was subsequently rejected.
* Amount of Claim: $1,500,000.00
System One Holdings, LLC
* Nature of Claim: System One Holdings, LLC provided labor and
staffing for the Debtors and anticipate payment
in full pursuant to the Wage Order
Waste Management National Services, Inc. and
Waste Management of New Jersey, Inc.
* Nature of Claim: Waste Management National Services, Inc. and
Waste Management of New Jersey, Inc. hold an
unsecured claim against the Debtors' estate in
the approximate amount of $135,000 relating to
utility services
* Amount of Claim: $135,000
Clark Hill reserves the right to amend this Verified Statement as
necessary.
Counsel for Flowserve US, Inc., et al. can be reached at:
Robert P. Franke, Esq.
Andrew G. Edson, Esq.
Audrey L. Hornisher, Esq.
901 Main St., Suite 6000
Dallas, TX 75202
Tel: (214) 651-4300
Fax: (214) 651-4330
E-mail: bfranke@clarkhill.com
aedson@clarkhill.com
ahornisher@clarkhill.com
Scott N. Schreiber, Esq.
130 E. Randolph Street, Suite 3900
Chicago, IL 60601
Tel: (312) 985-5595
Fax: (312) 985-5984
E-mail: sschreiber@clarkhill.com
- and -
William C. Price, Esq.
301 Grant Street, 14th Floor
Pittsburgh, PA 15219
Tel: (412) 394-7776
Fax: (412) 394-2555
E-mail: wprice@clarkhill.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3OcOkXL at no extra charge.
About Talen Energy Supply
Talen Energy Supply, LLC and its affiliates are energy and power
generation companies in North America, owning or controlling
approximately 13,000 megawatts of generating capacity in wholesale
U.S. power markets in the mid-Atlantic, Massachusetts, Texas, and
Montana. In addition to geographic diversity, Talen's generation
fleet reflects significant technological and fuel diversity
including nuclear, natural gas, oil, and coal, with certain of its
facilities capable of utilizing multiple fuel sources.
Talen and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90054) on May
9, 2022. In the petitions signed by Andrew M. Wright, general
counsel and secretary, the Debtors disclosed $10 billion to $50
billion in both assets and liabilities on a consolidated basis.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Weil, Gotshal & Manges ,LLP as legal counsel;
Evercore Group, LLC as investment banker; Alvarez and Marsal North
America, LLC as financial advisor; and Kroll Restructuring
Administration, LLC as claims agent.
TALEN ENERGY: Porter, Paul Update on Crossholder Group
------------------------------------------------------
In the Chapter 11 cases of Talen Energy Supply, et al., the law
firms of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Porter
Hedges LLP submitted an amended verified statement under Rule 2019
of the Federal Rules of Bankruptcy Procedure, to disclose an
updated list of Ad Hoc Group of Crossholders that they are
representing.
In August 2021, the Ad Hoc Group of Crossholders retained Paul,
Weiss to represent it as counsel in connection with a potential
restructuring of the Debtors. In May 2022, the Ad Hoc Group of
Crossholders retained Porter Hedges to serve as its Texas counsel
with respect to such matters.
The Ad Hoc Group of Crossholders filed the Verified Statement
Pursuant to Bankruptcy Rule 2019 of Ad Hoc Group of Crossholders,
dated May 10, 2022 [Docket No. 108]. The Ad Hoc Group of
Crossholders submits this Amended Verified Statement to amend
information disclosed in the Original Verified Statement.
As of June 17, 2022, members of the Ad Hoc Group of Crossholders
and their disclosable economic interests are:
BlackRock Financial Management, Inc
40 East 52nd Street
New York, NY 10022
* Principal Amount of DIP TL Commitments: $55,000,000
* Principal Amount of 2027 Secured Notes: $35,654,000
* Principal Amount of 2028 6.625% Secured Notes: $47,532,000
* Principal Amount of 2028 7.625% Secured Notes: $7,343,000
Capital Research and Management Company
333 South Hope Street
50th Floor
Los Angeles, CA 90071
* Principal Amount of DIP TL Commitments: $140,000,000
* Principal Amount of Term Loans: $44,746,131
* Principal Amount of 2027 Secured Notes: $216,603,000
* Principal Amount of 2028 6.625% Secured Notes: $10,164,000
* Principal Amount of 2028 7.625% Secured Notes: $24,814,000
* Principal Amount of 2026 Unsecured Notes: $87,735,000
FFI Fund, Ltd., FYI Ltd. and Olifant Fund, Ltd.
888 Boylston Street, 15th Floor
Boston, MA 02199
* Principal Amount of Term Loans: $54,153,030
* Principal Amount of 2027 Secured Notes: $163,257,000
* Principal Amount of 2028 6.625% Secured Notes: $13,376,000
* Principal Amount of 2028 7.625% Secured Notes: $3,000,000
Sculptor Capital LP
C/O Sculptor Capital
9 W 57th Street, 40th Floor
New York, NY 10019
* Principal Amount of DIP TL Commitments: $65,000,000
* Principal Amount of 2027 Secured Notes: $9,000,000
* Principal Amount of 2028 6.625% Secured Notes: $85,000,000
* Principal Amount of 2028 7.625% Secured Notes: $22,765,000
* Principal Amount of 2025 Unsecured Notes: $32,500,000
* Principal Amount of 2026 Unsecured Notes: $10,000,000
Nassau Corporate Credit, LLC
17 Old Kings Hwy S, Suite 200
Darien, CT 06820
* Principal Amount of Term Loans: $1,485,000
* Principal Amount of LMBE-MC Term Loans: $3,214,600.79
Nomura Corporate Research and Asset Management, Inc.
C/O Derek Leung
309 West 49th Street, 9th Floor
New York, NY 10019
* Principal Amount of 2027 Secured Notes: $4,379,000
* Principal Amount of 2028 6.625% Secured Notes: $11,257,000
* Principal Amount of 2028 7.625% Secured Notes: $225,000
* Principal Amount of 2025 Unsecured Notes: $1,250,000
* Principal Amount of 2026 Unsecured Notes: $600,000
The Ad Hoc Group of Crossholders, through its undersigned counsel,
reserves the right to amend or supplement this Verified Statement
as necessary for that or any other reason in accordance with the
requirements set forth in Bankruptcy Rule 2019.
Co-Counsel to the Ad Hoc Group of Crossholders can be reached at:
PORTER HEDGES LLP
John F. Higgins, Esq.
M. Shane Johnson, Esq.
Emily D. Nasir, Esq.
1000 Main Street, 36th Floor
Houston, TX 77002-2764
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
E-mail: jhiggins@porterhedges.com
sjohnson@porterhedges.com
enasir@porterhedges.com
- and –
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Andrew N. Rosenberg, Esq.
Alice Belisle Eaton, Esq.
William A. Clareman, Esq.
Alexander Woolverton, Esq.
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
E-mail: arosenberg@paulweiss.com
aeaton@paulweiss.com
wclareman@paulweiss.com
awoolverton@paulweiss.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3OcOkXL at no extra charge.
About Talen Energy Supply
Talen Energy Supply, LLC and its affiliates are energy and power
generation companies in North America, owning or controlling
approximately 13,000 megawatts of generating capacity in wholesale
U.S. power markets in the mid-Atlantic, Massachusetts, Texas, and
Montana. In addition to geographic diversity, Talen's generation
fleet reflects significant technological and fuel diversity
including nuclear, natural gas, oil, and coal, with certain of its
facilities capable of utilizing multiple fuel sources.
Talen and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90054) on May
9, 2022. In the petitions signed by Andrew M. Wright, general
counsel and secretary, the Debtors disclosed $10 billion to $50
billion in both assets and liabilities on a consolidated basis.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Weil, Gotshal & Manges ,LLP as legal counsel;
Evercore Group, LLC as investment banker; Alvarez and Marsal North
America, LLC as financial advisor; and Kroll Restructuring
Administration, LLC as claims agent.
TALEN ENERGY: Seeks to Hire Evercore Group as Investment Banker
---------------------------------------------------------------
Talen Energy Supply, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Evercore Group, LLC as their investment banker.
The firm's services include:
a. reviewing and analyzing the Debtors' businesses,
operations, and financial projections;
b. evaluating transaction alternatives and the financial
implications on the Debtors' capital structure and financial
condition;
c. advising and assisting the Debtors in determining whether,
and in what form and sequence, to pursue one or more transactions;
d. providing financial advice in developing and implementing a
transaction;
e. if the Debtors pursue a financing, advising and assisting
the Debtors with respect to such transaction;
f. if the Debtors pursue a cleared capacity trade (which means
the sale or monetization of any credits for generation capacity
resources to accelerate the realization of such proceeds),
assisting the Debtors in structuring and effectuating such cleared
capacity trade; and
g. if the Debtors pursue a sale, assisting the Debtors in
identifying and negotiating with potential interested parties, and
structuring, negotiating and effectuating a sale.
The firm will be paid as follows:
i. Monthly Fees. In addition to the other fees provided for in
the Engagement Letter, on the 1st day of each month, the Debtors
shall pay Evercore in advance, without notice or invoice, a
nonrefundable cash fee of $250,000.
ii. Bank Amendment Fee. Upon the consummation of a "bank
amendment," Evercore shall earn, and the Debtors shall promptly pay
to Evercore, a cash fee equal to $1 million. Bank amendment means a
waiver, amendment or modification of the Sept. 30, 2021 or Dec. 31,
2021 Senior Secured Leverage Ratio financial covenant test, and any
other material waiver, amendment or modification to the terms of
the Debtors' credit agreement dated June 1, 2015.
iii. Restructuring Fee. Upon the confirmation of a plan of any
restructuring or the consummation of a "liability management"
transaction, Evercore shall earn, and the Debtors shall promptly
pay to Evercore, a cash fee equal to $16.5 million. However, if the
plan is not consummated, any amounts actually paid to Evercore
either pre- or post-petition on account of the restructuring fee
shall be credited against any subsequent fee that becomes payable
by the Debtors to Evercore. In no event shall the net Restructuring
Fee actually paid as a result of aggregate crediting be less than
$8,250,000.
Liability management means any (i) refinancing, maturity
extension, exchange offer, tender offer, consent solicitation,
conversion, cancellation, retirement, and/or purchase of the
Debtors' outstanding indebtedness (including bank debt, bond debt,
preferred stock, and other on- and off-balance-sheet indebtedness),
trade claims, leases (both on and off balance sheet),
litigation-related claims and obligations, unfunded pension and
retiree medical liabilities, lease obligations, partnership
interests and other liabilities, or (ii) other liability management
transaction, which is consummated outside of a proceeding pursuant
to the Bankruptcy Code.
iv. Financing Fee. Upon consummation of any financing, Evercore
shall earn, and the Debtors shall promptly pay to the firm, a cash
fee equal to:
a) If Evercore serves in a significant role in the
arrangement of such financing, the applicable percentages are as
follows:
Financing As a Percentage
Financing Amount of Gross
($ in millions) Proceeds
DIP Financing All 0.50
DIP Financing that $1 - $1,000 1.50
Converts into an $1,001 - $2,000 0.75
Exit Facility $2,001+ 0.50
Indebtedness Secured $1 - $1,000 1.50
by a First Lien $1,001 - $2,000 1.75
$2,001+ 0.50
Indebtedness Secured
by a Junior Lien or $1 - $750 2.50
Unsecured $751 - $1,500 1.25
Indebtedness $1,501+ 0.50
Equity or Equity-linked $1 - $500 4.00
Securities / Obligations $501 - $1,000 2.00
$1,001+ 0.50
Fees calculated in the table should be calculated on an incremental
basis. For example, for a $1,500 million first lien financing,
Evercore shall be entitled to a fee calculated as follows: 1.50
percent on the first $1,000 million, plus 0.75 percent on the next
$500 million.
b) For broadly syndicated transactions where Evercore
does not serve in a significant role in the arrangement of such
financing, 35 percent of the applicable fee that would be owed for
a given financing type.
c) Any financing fee earned in connection with a
debtor-in-possession financing (whether on a standalone basis or
convertible into an exit facility) shall be payable in full upon
the earlier of (i) the execution of a commitment letter or other
similar document with respect to such DIP financing or (ii) the
closing of such DIP financing (regardless of draw or funding
schedule).
v. Cleared Capacity Trade Fee. Upon consummation of a cleared
capacity trade, Evercore shall earn, and the Debtors shall promptly
pay to Evercore, a cash fee equal to 1.50 percent of the total
cleared capacity revenue sold as part of the cleared capacity
trade.
vi. Sale Fee. Upon consummation of any sale, Evercore shall
earn, and the Debtors shall promptly pay to Evercore, a cash fee to
be mutually agreed upon based on good faith negotiations (including
any applicable crediting against other fees) that is consistent
with the compensation customarily paid to Evercore and other
investment banks of similar standing acting in similar situations.
So long as such sale fees have actually been earned and paid to
Evercore, 50 percent of such sale fees shall be credited (without
duplication) against any restructuring fee payable in connection
with the underlying sale.
Roopesh Shah, a senior managing director at Evercore, disclosed in
a court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Roopesh Shah
Evercore Group LLC
55 East 52nd Street
New York, NY 10055
Tel: +1-212-857-3100
About Talen Energy Supply
Talen Energy Supply, LLC and its affiliates are energy and power
generation companies in North America, owning or controlling
approximately 13,000 megawatts of generating capacity in wholesale
U.S. power markets in the mid-Atlantic, Massachusetts, Texas, and
Montana. In addition to geographic diversity, Talen's generation
fleet reflects significant technological and fuel diversity
including nuclear, natural gas, oil, and coal, with certain of its
facilities capable of utilizing multiple fuel sources.
Talen and its affiliates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90054) on May
9, 2022. In the petitions signed by Andrew M. Wright, general
counsel and secretary, the Debtors disclosed $10 billion to $50
billion in both assets and liabilities on a consolidated basis.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as legal counsel;
Evercore Group, LLC as investment banker; Alvarez and Marsal North
America, LLC as financial advisor; and Kroll Restructuring
Administration, LLC as claims agent.
TEN DOLLAR: June 29 Plan & Disclosure Hearing Set
-------------------------------------------------
On June 14, 2022, Ten Dollar Car Wash, LLC, filed with the U.S.
Bankruptcy Court for the Western District of Tennessee a Fifth
Amended Disclosure Statement and Plan.
On June 16, 2022, Judge M. Ruthie Hagan conditionally approved the
Fifth Amended Disclosure Statement incorporated into the Plan and
ordered that:
* June 24, 2022, is fixed as the last day for filing written
objections to the disclosure statement or to confirmation of the
plan.
* June 24, 2022, is fixed as the last day for filing written
acceptances or rejections of the plan.
* June 29, 2022, at 11:00 a.m., 200 Jefferson Avenue,
Courtroom 680, Memphis, Tennessee, 38103, is fixed for the hearing
on final approval of the disclosure statement, if a written
objection is timely filed, and for hearing on confirmation of the
plan.
A copy of the order dated June 16, 2022, is available at
https://bit.ly/3OpE3XO from PacerMonitor.com at no charge.
Counsel for the Debtor:
John E. Dunlap, Esq.
THE LAW OFFICE OF JOHN E. DUNLAP
3340 Poplar Ave., Suite 320
Memphis, TN 38111
Tel: (901) 320-1603
Fax: (901) 320-6914
E-mail: dunlap00@gmail.com
About Ten Dollar Car Wash LLC
Ten Dollar Car Wash, LLC, filed its voluntary petition for Chapter
11 protection (Bankr. W.D. Tenn. Case No. 21-23046) on Sept. 17,
2021, listing as much as $500,000 in both assets and liabilities.
Judge M. Ruthie Hagan presides over the case. The Law Office of
John E. Dunlap serves as the Debtor's legal counsel.
TICONDEROGA FARMS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Ticonderoga Farms, LLC
d/b/a Amazing Farm Fun
26175 Ticonderoga Road
Chantilly, VA 20152
Business Description: Ticonderoga Farms is an event venue offering
a variety of picnic areas, shelters & barns,
perfect for hosting large corporate events,
family reunions, and picnic outings.
Chapter 11 Petition Date: June 22, 2022
Court: United States Bankruptcy Court
Eastern District of Virginia
Case No.: 22-10794
Debtor's Counsel: James R. Billings-Kang, Esq.
COZEN O'CONNOR P.C.
1200 19th Street NW, Suite 300
Washington, DC 20036
Tel: (202) 280-6483
Email: jbillings-kang@cozen.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Peter Knop as managing member.
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/KD7PFBY/Ticonderoga_Farms_LLC__vaebke-22-10794__0001.0.pdf?mcid=tGE4TAMA
TROIKA MEDIA: Peter Coates Has 16.4% Equity Stake as of June 7
--------------------------------------------------------------
Peter Coates disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of June 7, 2022, he
beneficially owns 10,482,974 shares of common stock of Troika Media
Group, Inc., representing 16.4 percent based on 64,109,616 shares
of Common Stock disclosed by the Issuer in its Form 10-Q for March
31, 2022, filed with the SEC on May 23, 2022.
On April 14, 2022, Mr. Coates purchased 100,000 shares of Common
Stock on Nasdaq at $0.7058 per share; on June 7, 2022, Mr. Coates
purchased 200,000 shares of Common Stock on Nasdaq at $1.049 per
share and 300,000 shares of Common Stock on Nasdaq at $1.165 per
share; on June 14, 2022, Mr. Coates purchased 63,534 shares of
Common Stock on Nasdaq at $0.6276; and on June 15, 2022, Mr. Coates
purchased 104,847 shares of Common Stock on Nasdaq at $0.7028 per
share.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1021096/000147793222004487/troika_sc13da.htm
About Troika
Troika Media Group (fka M2 nGage Group, Inc.) -- www.thetmgrp.com
-- is an end-to-end brand solutions company that creates both
near-term and long-term value for global brands in entertainment,
sports and consumer products. Applying emerging technology, data
science, and world-class creative, TMG helps brands deepen
engagement with audiences and fans throughout the consumer journey
and builds brand equity. Clients include Apple, Hulu, Riot Games,
Belvedere Vodka, Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn
Resorts and Casinos, Tiffany & Co., IMAX, Netflix, Sony and
Coca-Cola.
For the six months ended Dec. 31, 2021, the Company reported a net
loss attributable to common stockholders of $6.25 million. Troika
Media reported a net loss of $16 million for the year ended June
30, 2021, followed by a net loss of $14.45 million for the year
ended June 30, 2020. As of Sept. 30, 2021, the Company had $42.05
million in total assets, $24.44 million in total liabilities, and
$17.61 million in total stockholders' equity.
VENUS CONCEPT: Falls Short of Nasdaq Bid Price Requirement
----------------------------------------------------------
Venus Concept Inc. received a notice from the Listing
Qualifications Department of the Nasdaq Stock Market on June 13,
2022, stating that for 30 consecutive business days the Company's
common stock did not maintain a minimum closing bid price of $1.00
per share as required for continued listing under Listing Rule
5450(a)(1).
The Notice has no immediate effect on the listing of the Common
Stock. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the
Company has 180 calendar days, or until Dec. 12, 2022, to regain
compliance with the Minimum Bid Price Requirement. To regain
compliance, the closing bid price of the Common Stock must be at
least $1.00 per share for a minimum of ten consecutive business
days before Dec. 12, 2022, at which time the Staff will provide
written notification to the Company that it complies with the
Minimum Bid Requirement, unless the Staff exercises its discretion
to extend this ten-day period pursuant to Nasdaq Listing Rule
5810(c)(3)(H).
If the Common Stock does not achieve compliance by Dec. 12, 2022,
the Company may be eligible for an additional 180-day period to
regain compliance if it transfers to the Nasdaq Capital Market,
provided that it meets the continued listing requirement for market
value of publicly held shares and all other initial listing
standards of the Nasdaq Capital Market, with the exception of the
Minimum Bid Price Requirement, and provides written notice to
Nasdaq of its intention to cure the deficiency during the second
compliance period, for example, by effecting a reverse stock split,
if necessary.
The Company intends to actively monitor the closing bid price of
the Common Stock and may, if appropriate, consider implementing
available options to regain compliance with the Minimum Bid Price
Requirement under the Nasdaq Listing Rules.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $22.14 million for the year
ended Dec. 31, 2021, compared to a net loss of $82.82 million for
the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$153.87 million in total assets, $112.27 million in total
liabilities, and $41.60 million in stockholders' equity.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
28, 2022, citing that the Company has reported recurring net losses
and negative cash flows from operations, that raises substantial
doubt about its ability to continue as a going concern.
VENUS CONCEPT: Two Proposals Approved at Annual Meeting
-------------------------------------------------------
Venus Concept Inc. held its 2022 annual meeting of stockholders at
which the stockholders:
(1) elected Louise Lacchin, Anthony Natale, M.D., and S. Tyler
Hollmig, M.D. as directors; and
(2) ratified the selection of MNP LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2022.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $22.14 million for the year
ended Dec. 31, 2021, compared to a net loss of $82.82 million for
the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$153.87 million in total assets, $112.27 million in total
liabilities, and $41.60 million in stockholders' equity.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
28, 2022, citing that the Company has reported recurring net losses
and negative cash flows from operations, that raises substantial
doubt about its ability to continue as a going concern.
WASTEQUIP LLC: S&P Lowers ICR to 'CCC+' on Deteriorating Liquidity
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating to 'CCC+' from
'B-' on Wastequip LLC.
S&P said, "Concurrently, we lowered our issue-level rating on the
first-lien senior secured credit facility to 'CCC+' from 'B-' and
our rating on its second-lien term loan to 'CCC-' from 'CCC'.
"The negative outlook reflects our expectation that near-term
liquidity will remain very tight as Wastequip approaches its
seasonal peak working capital requirement and depends upon
continued access to credit markets as it looks to refinance its
revolver later in 2022.
"Wastequip's liquidity has deteriorated amid cost inflation and
supply chain constraints. We expect the company's sources of
liquidity will fall short of its uses as working capital needs
remain higher than normal. Its revolving credit facility borrowings
are due within 12 months. As a result, we assess Wastequip's
liquidity as weak, with a ratio of sources to uses of about 0.4x
over the next 12 months, and we view its capital structure as
unsustainable."
S&P expects working capital needs will remain elevated in 2022,
dragging on liquidity. It believes Wastequip's working capital
needs will remain elevated due to:
-- A forecast increase in sales volumes in 2022;
-- High steel and resin prices that we expect could moderate but
remain well above historical levels, increasing cost of inventory;
and
-- Persistent supply chain limitations resulting in
more-than-normal days of inventory.
S&P said, "While we believe that end-market demand will remain
healthy and production capacity will be higher than the previous
year due to a recovery in staffing, we believe volume growth could
further modestly strain liquidity. Consequently, we expect
Wastequip's liquidity position could tighten as it approaches its
peak seasonal working capital requirements. It recently entered
into agreements for an upsized receivables financing facility and a
new payables financing facility. However, we exclude these
facilities from our expected sources of liquidity because we view
them as uncommitted over the next 365 days."
Additionally, Wastequip's revolving credit facility has an
approaching maturity at a time of uncertainty in credit markets.
The company routinely draws on its revolving credit facility, which
matures in March 2023, throughout the year. S&P believes there is
some risk around refinancing this facility in 2022 because of
heightened uncertainty in the credit markets resulting from broader
economic concerns for inflation, interest rates, and geopolitical
instability with the ongoing Russia-Ukraine conflict.
S&P's negative outlook on Wastequip reflects its vulnerability to
cost inflation, supply chain constraints, and uncertain credit
markets. These conditions could further erode its liquidity
position.
S&P could lower its ratings on Wastequip if:
-- The company does not refinance its revolving credit facility
within six months; or
-- Its liquidity remains weak or deteriorates further, resulting
in a likely inability to fund operations within the next 12 months,
for example due to higher-than-expected increase in working capital
due to supply chain constraints or unfavorable movements in steel
and/or resin prices; or
-- The company faces a reasonable likelihood of another type of
default event in the next 12 months, for example repurchasing or
exchanging debt for less than the original promise.
S&P could revise its outlook to stable or raise its ratings on
Wastequip if it:
-- Improves its liquidity position, including refinancing its
revolving credit facility; and
-- Demonstrates healthy EBITDA growth, which translates to
improved leverage, and generates positive free operating cash flow
(FOCF).
WATSONVILLE HOSPITAL: July 27 Plan Confirmation Hearing Set
-----------------------------------------------------------
Watsonville Hospital Corporation and its affiliated debtors and the
Official Committee of Unsecured Creditors filed with the U.S.
Bankruptcy Court for the Northern District of California a joint
motion for an order approving the Disclosure Statement for their
First Amended Joint Chapter 11 Plan of Liquidation for the
Debtors.
On June 14, 2022, Judge M. Elaine Hammond granted the motion and
ordered that:
* July 27, 2022, at 10:00 a.m. is the hearing to consider
confirmation of the Plan.
* July 15, 2022, at 5:00 p.m. is fixed as the last day to file
and serve objections to confirmation of the Plan.
* July 15, 2022, at 5:00 p.m. is fixed as the last day to file
and serve Ballots accepting or rejecting the Plan.
* Unless otherwise permitted or directed by the Court, (a) the
Plan Proponents shall file the Plan Supplement no later than July
8, 2022; (b) the Plan Proponents and/or the Voting Agent shall file
the Tabulation Declaration no later than July 18, 2022; and (c) the
Plan Proponents may file a brief in support of the Plan and
consolidated reply to any objections to the Plan no later than July
18, 2022.
A copy of the order dated June 14, 2022, is available at
https://bit.ly/3tL65Fm from Stretto, claims agent.
Counsel to the Debtors:
Debra I. Grassgreen, Esq.
Maxim B. Litvak, Esq.
Steven W. Golden, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
One Market Plaza, Spear Tower, 40th Floor
San Francisco, CA 94105-1020
Telephone: (415) 263-7000
Facsimile: (415) 263-7010
E-mail: dgrassgreen@pszjlaw.com
mlitvak@pszjlaw.com
sgolden@pszjlaw.com
Co-Counsel to the Official Committee of Unsecured Creditors:
Paul S. Jasper, Esq.
PERKINS COIE LLP
505 Howard Street, Suite 1000
San Francisco, CA 94105
Telephone: (415) 344-7000
Facsimile: (415) 344-7050
E-mail: PJasper@perkinscoie.com
- and -
Andrew H. Sherman, Esq.
Boris I. Mankovetskiy, Esq.
SILLS CUMMIS & GROSS P.C.
One Riverfront Plaza
Newark, New Jersey 07102
Telephone: (973) 643-7000
Facsimile: (973) 643-6500
E-mail: ASherman@sillscummis.com
BMankovetskiy@sillscummis.com
About Watsonville Hospital Corporation
Watsonville Hospital Corporation and its affiliates operate
Watsonville Community Hospital, a 106-bed acute care facility
located in Watsonville, Cal. The hospital, which is the only acute
care facility in the area, provides emergency, cardiac, pediatric,
surgical, pharmaceutical, laboratory, radiological and other
critical services.
Watsonville Hospital Corporation and its affiliates filed petitions
for Chapter 11 protection (Bankr. N.D. Cal. Lead Case No. 21-51477)
on Dec. 5, 2021. Jeremy Rosenthal, chief restructuring officer,
signed the petitions. In its petition, Watsonville Hospital
Corporation listed as much as $50 million in both assets and
liabilities.
Judge Elaine M. Hammond oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as bankruptcy
counsel; Hooper, Lundy & Bookman, PC and Bartko Zankel Bunzel &
Miller as special counsels; Cowen and Company, LLC as investment
banker; and Force Ten Partners, LLC as restructuring advisor.
Jeremy Rosenthal of Force Ten Partners serves as the Debtors' chief
restructuring officer.
Bankruptcy Management Solutions, Inc., doing business as Stretto,
is the Debtors' claims, noticing and solicitation agent and
administrative advisor.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors on Dec. 22, 2021. Perkins Coie, LLP and
Sills Cummis & Gross, PC serve as the committee's legal counsel.
WOODFORD EXPRESS: S&P Raises ICR to 'B' on Improved Leverage
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating (ICR) on
U.S.-based midstream energy company Woodford Express LLC and its
issue-level rating on the company's senior secured notes to 'B'
from 'B-'. The outlook is stable.
S&P said, "Our '3' recovery rating on the senior secured notes is
unchanged, indicating our expectation for meaningful (50%-70%;
rounded estimate: 65%) recovery in the event of a default.
"The stable outlook reflects our expectation that the company will
remain free cash flow positive in the near term, while maintaining
leverage below 5.0x over the long term.
"The upgrade reflects our view of improved commodity prices. We
expect commodity prices will remain elevated until 2024, at which
point we forecast they will return to our previously forecast
levels. We expect this will spur increased volumes on Woodford's
system in the South Central Oklahoma Oil Province (SCOOP) as more
rigs come online in 2022-2023. We also expect that Woodford will
remain free cash flow positive and generate free operating cash
flow (FOCF) of more than $80 million and $65 million in 2022 and
2023, respectively, especially under current favorable commodity
prices."
Woodford is small in size and scope compared with peers. Woodford's
EBITDA growth depends on Gulfport Energy, its largest counterparty,
with more than 75% of gross margin coming from the company.
Gulfport has 2 rigs operating in the SCOOP and its decision to
increase its investment, rigs, or wells turned-in-line in this
area; or to reduce operations, will have a significant impact on
Woodford's performance. Furthermore, the company's small scale and
focus in the SCOOP means that it is more susceptible to changes in
commodity prices. Although Woodford's contracts have a
weighted-average remaining life of 12 years, half of the company's
gross margin in 2022 is derived from fixed-fee contracts, which is
down materially from previous years, as a percent of total, due to
strong-performing segments with direct commodity exposure. This
direct exposure is greater than that of certain peers and increases
Woodford's risk to volume declines if its producers reduce their
drilling activity during periods of weaker commodity prices.
S&P said, "We expect Woodford will prioritize distributions over
the next 24 months. In 2021, Woodford paid down $36 million of
debt, which includes the $3.6 million mandatory amortization. As a
result, the company ended 2021 with adjusted debt to EBITDA of
3.0x. Given our expectation of $60 million-$85 million of FOCF in
2022-2023, we believe that Woodford has considerable flexibility
around its use of cash, especially since it has minimal capital
expenditure (capex) needs and no major growth projects planned.
Woodford paid a distribution of $75 million in April 2022 and with
surplus FOCF forecast for 2023, it could pay another meaningful
distribution next year. We expect adjusted debt to EBITDA will
remain well below 5.0x over the next 24 months and view further
debt repayments in excess of the mandatory amortization as credit
positive.
"The stable outlook reflects our expectation that Woodford will
increase throughput in the near term, while generating significant
excess FOCF. Debt to EBITDA is expected to remain about 2.5x-3.0x
through 2023.
"We would consider revising the outlook to negative if we expect
debt to EBITDA will stay above 5.0x on a sustained basis. This
would likely be due to lower-than-expected volumes and EBITDA, or
increased reliance on debt to finance capital spending.
"We are unlikely to raise the rating unless the company
meaningfully increases its size and scale and improves its overall
business while maintaining debt to EBITDA below 5.0x on a sustained
basis."
E-3, S-2, G-3
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis for Woodford Express
LLC. The company is a gatherer and processer of natural gas in the
SCOOP basin in the mid-continent region of the U.S. and serves a
limited customer base. Woodford faces risks associated with the
energy transition over the long term, as production and general
demand for natural gas could diminish. Woodford is particularly
exposed to Gulfport Energy given the producer's material
contribution to Woodford's volumes and cash flows. Furthermore,
governance is a moderately negative consideration because Woodford
is owned and controlled by a financial sponsor, Quantum Energy
Partners. We think financial sponsor-owned companies with highly
leveraged financial risk profiles are more likely to hold these
companies for shorter timeframes and prioritize the interests of
the controlling owners when compared to strategic owners."
[*] Corporate Bankruptcy Filings, Restructurings Remain Tame
------------------------------------------------------------
Michael C. Eisenband, Global Co-Leader of Corporate Finance &
Restructuring at FTI Consulting, wrote an article titled,
"Inflation Is Raging, Rates Are Rising and Markets Are Reeling.
Where Are All the Bankruptcies?":
The war in Ukraine is now in its fourth month with no visible end
in sight to the hostilities and little prospect that the disruptive
global economic impacts of the war will dissipate anytime soon. On
the contrary, a new $40 billion weapons and aid package to Ukraine
by the United States, coupled with 20 other nations pledging
further security assistance for Ukraine, and Sweden and Finland
applying to join NATO have further ratcheted up tensions between
Russia and the Western Alliance nations. With each passing month
of death and destruction, it seems increasingly certain that a
Putin-led Russia indefinitely will remain an isolated country on
the world stage while Ukraine's economy is decimated.
Beyond U.S.- and EU-imposed sanctions, a growing list of major
corporations have chosen to exit their business operations in
Russia. Ukraine still has no access to its ports on the Black Sea
and the Sea of Azov, forcing it to redirect exports of grains and
other products to land routes, thereby greatly reducing export
quantities. None of these developments suggests an end is near.
Consequently, the war's wider effects on the global economy have
become entrenched -- just ask any farmer that uses fertilizer or
any factory owner that uses coal or steel. While the media
obsesses over gasoline prices, U.S. natural gas prices are near
all-time highs at the prospect of more LNG exports to Europe to
compensate for reduced Russian supplies, with economists warning
that domestic electricity prices will soar this summer if we
experience an unusually hot season. Most global commodity prices
are off their multi-year peaks of early March but remain very
elevated. They will likely remain higher for longer than anyone
imagined earlier in 2022. It has been reported that many energy
companies are reducing their price hedging contracts for late 2022
into 2023, a sign that energy producers are increasingly confident
that petroleum-based product prices will remain high.1 Putting it
all together, any scenario of a short conflict in Ukraine with a
limited and transitory global economic impact seems less likely
with each passing day, and recent financial market turmoil at least
partially reflects a collective recalibration of the duration and
impact of that conflict.
The damaging effects of persistent inflation on the U.S. economy
became evident last month across the retail sector. Monthly retail
sales growth was unexpectedly strong in April compared to a stellar
prior-year month in 2021 when stimulus checks had just hit
consumers' bank accounts, an indicator of still-robust consumer
demand that all but ensures another 50 bps rate hike from the
Federal Reserve in June. However, retail sales growth decelerated
and now trails the rate of inflation for consumer goods, meaning
that real (i.e., inflation-adjusted) sales growth has become
negligible or negative for most retailers. That same week,
Walmart, Target and Kohls reported results for 1Q22 that badly
missed expectations and lowered earnings guidance for the quarters
ahead.2 Despite decent topline growth, these large retailers
attributed earnings shortfalls to wage and product inflation,
higher distribution and fulfillment costs, and supply chain
bottlenecks, all of which depressed operating margins and are
expected to persist in the months ahead. Markets did not take
these earnings misses lightly. Walmart and Target had their
largest two-day price declines since the Black Monday market crash
of 1987.
Kohl's 1Q22 earnings miss was accompanied by significantly lower
EPS guidance for 2022, causing some analysts to cool on the
prospect of a takeover bid anywhere near the price range previously
expected. More broadly, market values of most big-box retailers
also were mauled that week. Last month, Amazon also reported
disappointing quarterly earnings, and its market value is now back
at pre-COVID levels. Overall, May was a tough month for equity
markets. Still, a brutal one for the retail sector and other
consumer-facing companies, as investors reset their expectations
about the impact and duration of inflation on consumer demand and
corporate operating performance for the balance of the year. In
fact, May's sell-off of retail stocks was so vicious that it could
be signaling the beginning of the end to a two-year spending
splurge by consumers since COVID began, as investors apparently
have thrown in the towel on the sector. Inflation likely will peak
sometime in 2022 but fewer economists now believe it will be tamed
by year-end, as several factors contributing to global price spikes
have intractable causes beyond the control or influence of
government policymakers and central banks, which can only hope to
slow demand via rate hikes and monetary contraction. Though more
acute in the United States, inflation has become problematic across
most developed economies.
Corporate credit markets were relatively well behaved in early 2022
when equity markets began to sputter but finally have started to
reflect the expectation of aggressive Fed rate hikes, sticky
inflation and increased credit risk. Speculative-grade corporate
bond yields drifted gradually higher to start the year in
anticipation of Fed tightening but have widened considerably since
early April, with BB-, B- and CCC-rated bond yields moved another
140 bps, 200 bps and 330 bps higher, respectively, since the end of
March (Exhibit 1) — considerably more than the 50 bps increase in
Treasury note yields in that time.
Where the Heck Are All the Bankruptcies?
Given the weakening economic backdrop, it seems fair to ask why
corporate bankruptcy filings remain so tame nearly halfway through
the year. The obvious but unsatisfying answer is that it’s just
too soon to expect an appreciable upturn in filings. History says
there is a normally a time lag of six to nine months between
changes in the economic climate and their impact on restructuring
activity. We aren't quite there yet. However, that explanation is
becoming a bit tiresome and, perhaps, less persuasive as the year
progresses. Four months into this period of global turmoil, large
corporate filings (liabilities at filing greater than $50 million)
have increased to levels that can only be considered average at
best -- around nine or ten per month -- with little to suggest
we're on the cusp of a significant upswing. Commercial Chapter 11
filings (all sizes) to date are 40% lower than a year earlier and
50% below pre-Covid filing levels, while Reorg First Day reported
that YTD 2022 filings through late May (liabilities at filing
greater than $10 million) were down 31% from 2021 and approximately
45% from average levels in 2016-2019. Filing activity has picked up
since 1Q22, but YTD totals nonetheless are dismal.
As for the argument that filing activity is depressed because many
restructurings are getting done via distressed debt exchanges that
avoid the courthouse, that assertion doesn’t fully explain the
absence of activity. Distressed exchanges have indeed accounted for
an unusually large share of total debt defaults since 2020
(distressed debt exchanges are considered defaults by the rating
agencies); however, the speculative-grade default rate remains
abysmally low at around 1.4% -- little changed since year-end --
meaning that the totality of default activity, both in-court and
out-of-court, remains depressed.
More discouraging, the usually reliable harbingers of restructuring
activity also remain subdued. Distressed debt levels have picked up
noticeably from near record lows but remain modest, while S&P's
distressed debt ratio remains near its lowest reading since 2014.
Wider speculative-grade bond spreads since year-end imply merely
average levels of default activity by early 2023.
Perhaps most concerning, the most recent default rate forecasts
from the two preeminent rating agencies expect relatively modest
upticks in defaults a year hence, to about 3.0%-3.5% by early 2023
-- a doubling from near-historic lows but still below the long-term
historical average and nothing resembling default cycle activity.3
These modest default forecasts are expected to prevail domestically
and in Europe, where the continent's proximity to the war and its
economic impacts and vulnerability to recession are more acute.
Worst yet, S&P's pessimistic scenario, which includes a U.S.
recession, has a projected default rate of just 6.0% by March 2023.
However, Moody's pessimistic scenario default forecast of 13% is
much more consistent with historical default rates during a default
cycle. It's hard to fathom exactly why these base-case default
rate forecasts are so low. Still, it's possible that rating
agencies have become gun shy about making bold forecasts given how
off the mark they were in anticipating and modeling the
pandemic-driven default cycle, which materialized quickly but
peaked far lower and fizzled out far sooner than they expected.
The most plausible explanation for still-muted restructuring
activity is closely tied to leveraged credit market conditions that
prevailed in 2020-2021. During this window, higher-risk issuers
were able to borrow huge sums at low rates with few strings
attached in the way of performance-based maintenance covenants and
fewer restrictions on access to and uses of capital (and, often,
underlying collateral), giving them financial runway and
flexibility to withstand adverse business conditions for an
extended period without consequence until liquidity is exhausted,
if it comes to that. The list of troubled issuers that undoubtedly
would have restructured by now were it not for opportunistic credit
market rescues or forbearance by lenders has grown lengthy, and
many continue to confront challenges in fixing their businesses.
Traditional safeguards in credit documents that have given lenders
or other debtholders the ability to intervene in a troubled credit
long before the money runs out often have been weakened or
negotiated away by borrowers in recent years. This trend has been
in place for a while but now seems like standard practice in
leveraged lending circles. Moreover, in those instances when
financial covenants have been tripped or events of technical
default have occurred since Covid struck, many lenders have been
reluctant to exercise their full rights and remedies. They are
more inclined to grant a waiver, amend credit documents and collect
a fee. That tendency remains in place even after Covid-related
business impacts have faded. These developments can either
postpone or avert a restructuring event, depending on what
companies can accomplish with this breathing room.
Consequently, the current expectation in credit markets may be that
many highly leveraged borrowers have sufficient liquidity to ride
out whatever adversity comes their way in the next year. Of
course, that all depends on the severity and duration of that
adversity. Nobody has a clear read on that currently, with
forecasts of recession, earnings and inflation being all over the
place. We are in uncharted waters today, and nobody should have
strong convictions about where the global economy will be a year
from now.
[*] President Biden Signs S.3823 Bankruptcy Bill into Law
---------------------------------------------------------
The American Bankruptcy Institute (ABI) applauds President Joe
Biden for signing into law the amended S.3823, the "Bankruptcy
Threshold Adjustment and Technical Corrections Act." The bill was
introduced by Sen. Charles Grassley (R-Iowa) to raise the debt
limit back to $7.5 million for small businesses electing to file
for bankruptcy under subchapter V of chapter 11. Consistent with
the recommendations of ABI's Commission on Consumer Bankruptcy, the
measure also raises the debt limit for individual chapter 13
filings to $2.75 million and removes the distinction between
secured and unsecured debt for that calculation. The bill passed
the Senate on April 7 and the House of Representatives on June 7.
All provisions of the law will sunset two years from enactment, on
June 21, 2024.
Due to priorities and procedural issues, the Senate was not able to
address S.3823 prior to the March 27 sunset of the $7.5 million
eligibility limit for small businesses electing to file for
bankruptcy under subchapter V of chapter 11. The debt-eligibility
limit returned to the original $2,725,625 threshold on March 28
that had been established under the "Small Business Reorganization
Act of 2019" (SBRA). In addition to providing a two-year extension
of the subchapter V debt limit back to $7.5 million, the law also
covers any chapter 11 case eligible under the reinstated subchapter
V debt limit that was pending or filed after the March 27 sunset.
"ABI commends the President and Congress for providing greater
access to struggling small businesses and families looking to
achieve a financial fresh start," said ABI Executive Director Amy
Quackenboss. "This law re-establishes the debt limit for subchapter
V at $7.5 million and increases the eligibility of individuals to
access relief under chapter 13, providing a cost-effective and
efficient path for more consumers and businesses to reorganize
their finances."
As a direct result of the work of ABI's Commission to Study the
Reform of Chapter 11, the Small Business Reorganization Act of 2019
(SBRA) became effective on February 19, 2020, to provide Main
Street business debtors with a more streamlined path for
restructuring their debts. Since then, more than 3,000 debtors have
elected to file under subchapter V of chapter 11. In response to
the economic distress caused by the COVID-19 pandemic, the
"Coronavirus Aid, Relief, and Economic Security Act" (CARES Act;
P.L. 116-136) was enacted on March 27, 2020, which increased the
debt-eligibility limit from $2,725,625 to $7,500,000 for small
businesses looking to file under the SBRA's subchapter V. Congress
extended the limit last year with the enactment of the “COVID-19
Bankruptcy Relief Extension Act of 2021," but the threshold
returned to $2,725,625 on March 27.
Sen. Grassley (R-Iowa) originally introduced the bipartisan S.3823
on March 14, aiming to make the subchapter V debt limit permanent
at $7.5 million and index it to inflation, increase the chapter 13
debt limit to $2.75 million and remove the distinction between
secured and unsecured debt in that calculation, make Small Business
Reorganization Act technical amendments, and make Bankruptcy
Administration Improvement Act technical amendments. Senate
Judiciary Chair Richard Durbin (D-Ill.) and Sens. Sheldon
Whitehouse (D-R.I.) and John Cornyn (R-Texas) are both co-sponsors
of the legislation.
ABI -- http://www.abiworld.org-- is the largest
multi-disciplinary, nonpartisan organization dedicated to research
and education on matters related to insolvency. ABI was founded in
1982 to provide Congress and the public with unbiased analysis of
bankruptcy issues. The ABI membership includes nearly 10,000
attorneys, accountants, bankers, judges, professors, lenders,
turnaround specialists and other bankruptcy professionals,
providing a forum for the exchange of ideas and information.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Geoffrey McCormick Lynn and Lisa Ann Lynn
Bankr. S.D. Fla. Case No. 22-14606
Chapter 11 Petition filed June 14, 2022
represented by: David Merrill, Esq.
In re Kevin W. Hubbard and Amy S. Hubbard
Bankr. D. Ariz. Case No. 22-03843
Chapter 11 Petition filed June 15, 2022
represented by: Lawrence Hirsch, Esq.
PARKER SCHWARTZ, PLLC
In re Gabhaltais Teaghlaigh LLC
Bankr. D. Mass. Case No. 22-10839
Chapter 11 Petition filed June 15, 2022
See
https://www.pacermonitor.com/view/HIRCR7Q/Gabhaltais_Teaghlaigh_LLC__mabke-22-10839__0001.0.pdf?mcid=tGE4TAMA
represented by: David G. Baker, Esq.
DAVID G. BAKER LAW OFFICE
E-mail: david@bostonbankruptcy.org
In re Game Repair Shop LLC
Bankr. D. Neb. Case No. 22-80455
Chapter 11 Petition filed June 15, 2022
See
https://www.pacermonitor.com/view/CYEZSVI/Game_Repair_Shop_LLC__nebke-22-80455__0001.0.pdf?mcid=tGE4TAMA
represented by: Patrick Patino, Esq.
PATINO KING LLC
E-mail: patrick@patinoking.com
In re CF Holdings EH LLC
Bankr. E.D.N.Y. Case No. 22-71431
Chapter 11 Petition filed June 15, 2022
See
https://www.pacermonitor.com/view/GVLQ3WY/CF_HOLDINGS_EH_LLC__nyebke-22-71431__0001.0.pdf?mcid=tGE4TAMA
represented by: Carlos M. Carvajal, Esq.
LAW OFFICE OF CARLOS M. CARVAJAL, ESQ.
E-mail: carlos@cmcesq.com
In re Adult International, Inc.
Bankr. N.D. Ga. Case No. 22-54549
Chapter 11 Petition filed June 16, 2022
See
https://www.pacermonitor.com/view/QLD52FA/Adult_International_Inc__ganbke-22-54549__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 37 Wolcott LLC
Bankr. E.D.N.Y. Case No. 22-41384
Chapter 11 Petition filed June 16, 2022
See
https://www.pacermonitor.com/view/R62CZFQ/37_Wolcott_LLC__nyebke-22-41384__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Bottle Warehouse Inc.
Bankr. E.D.N.Y. Case No. 22-71437
Chapter 11 Petition filed June 16, 2022
See
https://www.pacermonitor.com/view/WUJVQXY/Bottle_Warehouse_Inc__nyebke-22-71437__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Gaby Fraifer
Bankr. M.D. Fla. Case No. 22-02423
Chapter 11 Petition filed June 17, 2022
represented by: Buddy Ford, Esq.
BUDDY D. FORD, P.A.
In re Kevin W. Hiew and Sally C. Hiew
Bankr. D. Nev. Case No. 22-12118
Chapter 11 Petition filed June 17, 2022
represented by: David Riggi, Esq.
In re Donna Lynn Miano
Bankr. S.D. Cal. Case No. 22-01623
Chapter 11 Petition filed June 19, 2022
represented by: Stephen Lopez, Esq.
In re Mendel Paneth
Bankr. E.D.N.Y. Case No. 22-41414
Chapter 11 Petition filed June 19, 2022
represented by: Paul Hollender, Esq.
In re 5823 NE 2nd Avenue, LLC
Bankr. S.D. Fla. Case No. 22-14767
Chapter 11 Petition filed June 20, 2022
See
https://www.pacermonitor.com/view/K5PZXII/5823_NE_2nd_Avenue_LLC__flsbke-22-14767__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven Beiley, Esq.
AARONSON SCHANTZ BEILEY P.A.
E-mail: sbeiley@aspalaw.com
In re Sunny Mills, LLC
Bankr. S.D. Fla. Case No. 22-14770
Chapter 11 Petition filed June 20, 2022
See
https://www.pacermonitor.com/view/3ZQSHKA/Sunny_Mills_LLC__flsbke-22-14770__0001.0.pdf?mcid=tGE4TAMA
represented by: Marilyn L. Maloy, Esq.
MALOY LAW GROUP, LLC
E-mail: service@maloylaw.com
In re Mayan Pools & Sports Construction, LLC
Bankr. N.D. Ga. Case No. 22-40744
Chapter 11 Petition filed June 20, 2022
See
https://www.pacermonitor.com/view/WMSINII/Mayan_Pools__Sports_Construction__ganbke-22-40744__0001.0.pdf?mcid=tGE4TAMA
represented by: William A. Rountree, Esq.
ROUNTREE, LEITMAN KLEIN & GEER, LLC
E-mail: swenger@rlklawfirm.com
In re Allthings, Inc.
Bankr. W.D.N.C. Case No. 22-50141
Chapter 11 Petition filed June 20, 2022
See
https://www.pacermonitor.com/view/OWOEXCI/Allthings_Inc__ncwbke-22-50141__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert H. Gourley, Jr., Esq.
LAW OFFICES OF ROBERT H GOURLEY JR PA
E-mail: bgourleyjr@ggglaw.com
In re Dot Com Realty, LLC dba Plato's Closet
Bankr. W.D.N.C. Case No. 22-30277
Chapter 11 Petition filed June 20, 2022
See
https://www.pacermonitor.com/view/RUQDKCQ/Dot_Com_Realty_LLC_dba_Platos__ncwbke-22-30277__0001.0.pdf?mcid=tGE4TAMA
represented by: Kimberly A. Sheek, Esq.
LAW OFFICE OF KIMBERLY A. SHEEK
E-mail: kimberlysheek@sheeklawfirm.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
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