/raid1/www/Hosts/bankrupt/TCR_Public/220629.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, June 29, 2022, Vol. 26, No. 179
Headlines
262 NORTH WALNUT: $370K Sale of East Orange Property to Rojas OK'd
265 LAUREL AVENUE: U.S. Trustee Takes Issue With MORs, Disclosures
388 ADOLPHUS AVE: SARE Files Bare-Bones Petition
396 MEDICAL: Files Bare-Bones Chapter 11 Petition
396 MEDICAL: Voluntary Chapter 11 Case Summary
85 FLATBUSH: Says Amended Plan Patently Unconfirmable
9863 DUBLIN VALLEY: Las Vegas Property Owner Seeks Chapter 11
A+ REMODELING: Wins Final Cash Collateral Access
ABCK REALTY: Unsecureds to Get Share of Income for 5 Years
ACADEMY OF STARZZ: Pearland Property Sale for at Least $3.6MM OK'd
ACASTI PHARMA: Incurs $9.8 Million Net Loss in FY Ended March 31
ACER THERAPEUTICS: Promotes Tanya Hayden to Chief Operating Officer
ACM DEVELOPMENT: Wins Cash Collateral Access Thru July 21
ADVANZEON SOLUTIONS: Unsecureds Owed $8M to Get From Cash Flow
AMMON ANALYTICAL: Gets Interim Access to JPMorgan's Cash
ARMSTRONG FLOORING: Committee Seeks to Tap Cole Schotz as Counsel
ARMSTRONG FLOORING: Committee Taps Province as Financial Advisor
ASTA HOLDINGS: CSB's Protest to Cartersville Asset Sale Overruled
ASTROTECH CORP: Appoints Jim Becker to Board of Directors
ASTROTECH CORP: Unit Amends Joint Devp't Pact With Cleveland Clinic
ATLANTA LIGHT: Trustee Gets OK to Hire Hays Financial as Accountant
AUBURN SCHOOL: Ordered to Revise Notice of Cambridge Property Sale
AXYEHHO CORPORATION: Seeks Approval to Hire Breuer Law as Counsel
BARTLEY INDUSTRIES: Seeks Approval to Tap Regier Cox as Accountant
BAZE PHARMACY: Walgreens' Purchase of Assets for $137.5K Approved
BELVIEU BRIDGE: Sale of Baltimore Real Property to Lakeview Granted
BEST CAPITAL: Wins Interim Cash Collateral Access
BIOSTAGE INC: All Three Proposals Passed at Annual Meeting
BIOSTAGE INC: Harvard Bioscience Reports 5.8% Equity Stake
BLACK CREEK: July 26 Hearing on Disclosure Statement
BLACK NEWS: Auction of Substantially All Assets Moved to July 7
BLT RESTAURANT: Seeks to Hire Withum Smith & Brown as Accountant
BLUE DOLPHIN: Unit Pays Off $200K Past Due Obligations to TR 801
BORINQUEN NATURAL: Sept. 29 Hearing on Disclosures and Plan
BRENT S. HONORE: Sale of Property in Ventress for $395K Approved
C-CORE-IN LLC: Sale of Balch Springs Property for $376.5K Approved
CDP HOLDINGS: Seeks Approval to Hire Kirby Aisner as Legal Counsel
CENTRO NGD: To Sell Miami Condos Out of Bankruptcy
CENTURY ALUMINUM: To Temporarily Idle Hawesville Smelter
CHERRY MAN: Hearing Thursday on Continued Cash Collateral Access
CHRIS PETTIT: Sold Properties to Same Buyer Prior to Bankruptcy
CHRISTIAN CARE: $5.85MM DIP Loan OK'd on Final Basis
CHRISTIAN CARE: Taps Houlihan Lokey Capital as Financial Advisor
CREDITO REAL: U.S. Filing Reportedly Has Backing of Larger Group
CRYSTAL SPOON: Wins Interim Cash Collateral Access
CTCW-WATERFORD EAST: Taps Latham, Luna, Eden & Beaudine as Counsel
DAVITA INC: Supreme Court Ruling No Impact on Moody's 'Ba2' CFR
DIOCESE OF ROCHESTER: Insurers, Diocese to Pay $148M to Victims
DISH NETWORK: Appellate Ruling No Impact on Moody's B2 CFR
DOMUS BWW: Taps Anderson Kill as Insurance Coverage Counsel
DOT COM REALTY: Files Emergency Bid to Use Cash Collateral
DRIVE CHASSIS: S&P Affirms 'B' Issuer Credit Rating, Outlook Pos.
DUNWOODY LABS: Seeks to Hire MendenFreiman as Special Tax Counsel
DUSAN BRATIC: Sale of Carroll Township Property to Simmons Approved
DUSAN BRATIC: Sale of Gettysburg Property to Rappaport & Cohen OK'd
EASCO BOILER: Voluntary Chapter 11 Case Summary
ECTOR COUNTY ENERGY: Rockland's $144.8M Wins Auction Against LS
ELDORADO GOLD: Fitch Affirms LongTerm IDR at 'B+', Outlook Stable
FALLS EVENT: Trustee's Sale of Beaverton Condo Unit for $1.3MM OK'd
FIRST BANCORP: Fitch Affirms 'BB/B' IDRs, Outlook Stable
FIRST CHOICE: Case Summary & Four Unsecured Creditors
FORE MACHINE: Auction Sale of Regions Financed Equipment Approved
FORTUNE PROPERTIES: Taps Kristi Woodward as Real Estate Agent
FTAI INFRASTRUCTURE: Moody's Assigns First Time 'B2' CFR
FTAI INFRASTRUCTURE: S&P Assigns 'B-' ICR Following Spin-Off
GAME REPAIR: Seeks Approval to Hire Patino King as Legal Counsel
GBT JERSEYCO: S&P Alters Outlook to Stable, Affirms 'B-' ICR
GIRARDI & KEESE: Erika Should Return Earrings, Says Trustee
GLOBAL ALLIANCE: Court OKs Cash Access Deal Thru July 21
GOLD STANDARD: $1.5MM DIP Loan from 37 Baking Has Interim OK
GOLD STANDARD: Gets Court OK for Quick Chapter 11 Auction Hearing
GREENPOINT ASSET: Seeks to Hire BPA & Associates as Accountant
GREENSILL CAPITAL: Bluestone to Pay Credit Suisse Up to $320 Mil.
GROWLIFE INC: Board Approves 1-for-150 Reverse Common Stock Split
GUARACHI WINE: Wins Cash Collateral Access Thru Aug 31
GUILDWORKS LLC: Wins Cash Collateral Access Thru Oct 2
HANSABEN INVESTMENTS: Wins Cash Collateral Access Thru Sept 30
HARMONY HOLDING: May Use $12,366 Cash Collateral Thru July 12
HOSSEIN S. NAMDARKHAN: $130K Sale of 2008 Ferrari F430 Approved
HOYOS INTEGRITY: Wins Interim OK on $2.5MM DIP Loan
IDE REAL ESTATE: Plan Mulls Sale of $1.3-Mil. Property
IMERYS TALC: Imerys, Cyrpus Don't Need to Share Docs With Insurers
IMPERVA INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR
INNOVATIVE DESIGNS: Incurs $276K Net Loss in Second Quarter
INVEPA INT'L: $2.6MM Sale of Bay Harbor Islands Property Approved
ISABEL ENTERPRISES: Class 6(b) Unsecureds to Get Disposable Income
JAXON5 IMPORTS: Seeks to Hire Baker & Associates as Legal Counsel
JCB TRUCKING: Auction Sale of JKM's Lafayette Property Approved
JODY WADE: Sale of All Causes of Action to FirstCapital Granted
JOHN VARVATOS: Workers' Discrimination Suit Loses at 3rd Circuit
JOSEPH R. MIRTO: $725K Sale of New York City Property Approved
JOSEPH RYAN ELLISON: $300K Sale of Junction City Bowl Asset Denied
KINSEY & KINSEY: Wins Interim Cash Collateral Access Thru July 8
LBM ACQUISITION: Fitch Affirms 'B' IDR & Alters Outlook to Stable
LEGGETT REAL: Voluntary Chapter 11 Case Summary
LUCCI RESTAURANT: Seeks to Hire Block Advisors as Tax Accountant
LUCERO LLC: Court Confirms Plan as Modified
MANN REALTY: Trustee's Auction Sale of Two Parcels Set for July 12
MAPLE LEAF: Wins Cash Collateral Access Thru July 31
MAYAN POOLS: Seeks to Tap Rountree Leitman Klein & Geer as Counsel
MESO DELRAY: Meso Beach House Restaurant in Chapter 11
MESO DELRAY: Seeks Cash Collateral Access
MID SOUTH UTILITY: Seeks to Hire Ackerman Rodgers as Accountant
MILLENNIUM SERVICES: Seeks to Tap Herron Hill Law Group as Counsel
MUSCLEPHARM CORP: Appoints Eric Chin as Chief Accounting Officer
NAGLAA REAL ESTATE: NY Property Owner Seeks Chapter 11
NATIONAL REALTY: Accused by NJAG of $630 Million Fraud
NATIONAL RIFLE ASSOC.: Gets Policy Win at Supreme Court
NEP GROUP: Fitch Affirms LongTerm IDR at 'B-', Outlook Positive
NERAM GROUP: Seeks to Hire Thomas Appraisal Company as Appraiser
NEW MONARCH: $250,000 DIP Loan from KeyBank Wins Interim OK
NEXTPLAY TECHNOLOGIES: Incurs $40.4M Net Loss in FY Ended Feb. 28
NORTH JAX CONCRETE: Seeks to Hire Bruner Wright as Legal Counsel
NORTHWEST SENIOR: Wins Cash Collateral Access, $10.1MM DIP Loan
O & A ENTERPRISES: Sale of Real and Personal Properties Denied
OMAGINE INC: Updates NYS Claims Pay Details; Files Amended Plan
ONDAS HOLDINGS: Inks Letter of Intent to Develop New Radio Platform
PARAMOUNT ROOFING: Files Chapter 11 Subchapter V Case
PARETEUM CORP: Taps Kurtzman Carson as Administrative Advisor
PETCO HEALTH: Moody's Hikes CFR & Senior Secured Term Loan to B1
PETSMART LLC: Moody's Hikes CFR to B1 & Alters Outlook to Stable
PG&E CORP: Gets CPUC Approval for Plan to Boost Safety
POMMEL MEADOWS: Wins Cash Collateral Access Thru Jan 2023
PREMIER MODERN: Seeks to Hire BTJ Financial Services as Accountant
PREMIER MODERN: Seeks to Hire DeMarco-Mitchell as Legal Counsel
PRITHVI INVESTMENTS: Wins Access to Cash Collateral Thru Sept 30
PROVECTUS BIOPHARMACEUTICALS: 5 Proposals Passed at Annual Meeting
Q'MAX AMERICA: Trustee's Sale of Chickasha Property for $560K OK'd
RAFIK YOUSSEF KAMELL: $2.8MM Sale of Santa Ana Property Approved
RECESS HOLDCO: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
REID'S EDUCATIONAL: Wins Interim Cash Collateral Access
RESHAPE LIFESCIENCES: Grosses $2.5M From Warrant Exercise
RM NEWMAN: Seeks to Hire Goldberg Weprin as Bankruptcy Counsel
ROCKY MOUNTAIN: Case Summary & 15 Unsecured Creditors
ROYAL BLUE REALTY: May Use $152,53 of Cash Collateral Thru Oct 31
SAFE SITE: Seeks Cash Collateral Access Thru Oct 30
SALEM HARBOR: Oaktree-Backed Plant Probed by Regulators
SERVICE ONE: Trustee Proposes Auction Sale of Personal Property
SHW17 INC: Case Summary & Five Unsecured Creditors
SOUTH TEXAS ELV: Taps Fuqua & Associates as Legal Counsel
STARLIN LLC: Case Summary & One Unsecured Creditor
STARWOOD PROPERTY: Fitch Affirms 'BB+' IDR, Outlook Stable
STATERA BIOPHARMA: Board Ratifies Appointment of Two Directors
STEVEN BLOOM: Sale of Castle Rock Property for $1.75-Mil. Approved
SUNCOKE ENERGY: Moody's Affirms B1 CFR & Alters Outlook to Positive
SUPERIOR PLUS: S&P Affirms 'BB-' ICR on Pro Forma Leverage
TAMPA SMOKE SHOP: Wins Cash Collateral Access
TEDESCHI & SONS: Seeks to Hire BransonLaw as Bankruptcy Counsel
TOMMIE BROADWATER JR: $160K Offer for Accokeek Property Approved
TOP LINE GRANITE: Wins Court Nod to Use Cash Collateral Thu Aug 18
TRX HOLDCO: Seeks Approval to Hire Kroll LLC as Financial Advisor
TRX HOLDCO: Seeks to Hire Kroll Securities as Investment Banker
TRX HOLDCO: Seeks to Hire Levene as Bankruptcy Counsel
TRX HOLDCO: Seeks to Hire Michael A. Zuercher as Corporate Counsel
TRX HOLDCO: Taps Duane Morris as Special IP Counsel
UDP LABS: Sets Bidding Procedures for Substantially All Assets
VBI VACCINES: All Three Proposals Passed at Annual Meeting
VERTEX ENERGY: Amends Registration Rights Agreement
VISTAGEN THERAPEUTICS: Terminates President, CSO
VS DEVELOPING: Case Summary & One Unsecured Creditor
WEYERBACHER BREWING: Case Summary & 20 Top Unsecured Creditors
WEYERBACHER BREWING: Seeks Cash Collateral Access Thru July 11
WHITE RABBIT: Wins Cash Collateral Access Thru July 31
YOUNGEVITY INTERNATIONAL: Reports $5.4M Net Loss for Q3 2020
ZACHAIR LTD: Sandy Spring Bank Files Competing Sale Plan
ZOSANO PHARMA: Seeks Approval to Hire Sales Agents
[*] Charles Rayburn Joins McGuireWoods' Insolvency Department
[*] Four Partners to Join Bryan Cave's Frankfurt Office
[*] Inflation Could Push Retail Bankruptcies After Stable Period
*********
262 NORTH WALNUT: $370K Sale of East Orange Property to Rojas OK'd
------------------------------------------------------------------
Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey authorized 262 North Walnut, LLC's private
sale of the real property commonly known as 262 North Walnut
Street, in East Orange, New Jersey, to Cesar Rojas for $370,000 on
the terms and conditions of the contract of sale.
The proceeds of sale must be used to satisfy the liens on the real
property unless the liens are otherwise avoided by court order.
Until such satisfaction the real property is not free and clear of
liens.
A closing, Vision Realty/Michael Schwartzber will be paid 6% of
sale price for broker or $2,150 (attorney flat fee) for real estate
brokerage and legal services.
Other closing fees payable by the Debtor may be satisfied from the
proceeds of sale and adjustments to the price as provided for in
the contract of sale may be made at closing.
The balance of proceeds may be retained by the Debtor or as further
directed by the Court.
A copy of the HUD settlement statement must be forwarded to the
United States Trustee 7 days after closing.
The 14-day stay under FRBP 4001 is waived.
The lien of Secured Creditor, Wilmington Savings Fund Society, FSB,
D/B/A Christiana Trust, not in its individual capacity but solely
as owner trustee of Residential Credit Opportunities Trust, II
"WSFS" will be paid in full from the proceeds of any sale/refinance
of the Property as the amount due on the foreclose judgment against
the property then exists, including attorney/fees and costs, along
with all post-judgment advances for taxes, insurance, and property
maintenance to the Property due to assessed Code violations issued
by the Town against the property to be sold pursuant thereto.
Moreover, said judgment lien of WSFS will remain in full force and
effect against the Property until the payoff proceeds are received
and applied by Secured Creditor, WSFS.
About 262 North Walnut, LLC
262 North Walnut, LLC sought Chapter 11 protection (Bankr. D.N.J.
Case No. 22-11834) on March 8, 2022.
The Debtort estimated assets in the range of $0 to $50,000 and
$100,001 to $500,000 in debt.
The Debtor tapped Michael Schwartzberg, Esq., at Michael
Schwartzberg as counsel.
The petition was signed by Andrew Dominguez, President.
265 LAUREL AVENUE: U.S. Trustee Takes Issue With MORs, Disclosures
------------------------------------------------------------------
Andrew R. Vara, the United States Trustee for Regions 3 and 9,
filed an objection to the adequacy of the Disclosure Statement
filed by 265 Laurel Avenue, LLC.
The U.S. Trustee points out that the Debtor has failed to file
monthly operating reports (MoRs) for the months of April and May
2022.
The U.S. Trustee further points out that on May 31, 2022, the
Debtor filed a Plan and Disclosure Statement. According to the
UST, the Debtor's Disclosure Statement reveals the following:
* The Debtor indicates that it has retained a realtor and
proposes to market and sell the real property. However, no
retention application has been filed and the Disclosure Statement
also indicates the Debtor is seeking a loan modification.
* The Debtor has applied for a loan modification with Wilmington
Savings but the terms are unknown. No other option to pay
Wilmington Savings is included in the treatment of the claim of
Wilmington Savings.
* Santander Bank's claim will be modified to an unsecured claim
based on the value of the Lakewood Property and the amount of the
claim of Wilmington Savings. Zillow values the Lakewood Property at
$501,000 while the Debtor values the property at $400,000. Debtor
has not indicated in the Disclosure Statement how the value of the
Lakewood Property was determined.
* The Debtor estimates cash on hand on the Effective Date in the
amount of $3,000. However, pursuant to the MoRs filed to date, the
Debtor is not collecting regular post-petition rent as the March
MoR shows total receipts of only $1,900.
* While the Disclosure Statement indicates that the Debtor is
seeking a loan modification with Wilmington Savings, Debtor's MoRs
indicate that the Debtor is not making any post-petition mortgage
payments or property tax payments as the March MoRs shows zero
expenses. There is also no provision in the Plan or Disclosure
Statement for the payment of any unpaid property taxes.
* The Risk Factors section of the Disclosure Statement states
that "the Debtor is relying upon his ability to generate proceeds
from the sale of real property. Any increase in his personal income
could assist his ability to make payments required under the Plan."
Again, the Debtor has not indicated that it intends to sell the
Lakewood Property in the treatment section of the Disclosure
Statement and has not identified any income of the principal of the
Debtor, much less any possibility of increased income.
Moreover, the U.S. Trustee asserts that the Debtor should disclose
additional information with respect to the following:
* The Debtor should disclose the date the loan modification was
sought, the current status, the terms requested, and the
expectation as to when a decision on the loan modification will be
made.
* The Debtor should disclose the basis for valuing the Lakewood
Property at $400,000.
* The Debtor should disclose whether the taxes and insurance is
being paid on the Lakewood Property and, if so, who is paying them.
If the secured creditor is paying the taxes and insurance, the
Debtor should disclose the accrual of unpaid post-petition
liabilities on the MoRs and in the Disclosure Statement and how it
intends to reimburse the secured creditor for those payments.
* The Debtor should disclose why it is paying the managing
member $395 on the Effective Date.
* The Debtor should clarify in the Disclosure Statement whether
it intends to sell the Lakewood Property and if so, when it will
hire a real estate agent and when the sale is likely to occur.
About 265 Laurel
265 Laurel Avenue, LLC, is a Limited Liability Company formed for
the purpose of owning real estate properties.
Unable to meet its obligations and facing a sheriff's sale, the
Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case
No. 22-11355) on Feb. 21, 2022.
The Debtor is represented by Timothy P. Neumann, Esq., of BROEGE,
NEUMANN, FISCHER & SHAVER LLC.
388 ADOLPHUS AVE: SARE Files Bare-Bones Petition
------------------------------------------------
388 Adolphus Ave LLC filed for chapter 11 protection in the
District of New Jersey, without stating a reason.
The Debtor says it's a Single Asset Real Estate. Its principal
asset is located at 388 Adolphus Avenue, in Cliffside Park, NJ
07010.
The Debtor has been ordered to show cause why its case should not
be dismissed for failure to file certain required documents. The
missing documents include the schedules of assets and liabilities,
the statement of financial affairs, and the list of equity holders.
A hearing has been scheduled for July 19, 2022 at 11:00 AM at CMG -
Courtroom 3, Trenton.
According to court filings, 388 Adolphus Ave estimates between 1
and 49 creditors. The Petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Aug. 4, 2022, at 11:00 a.m. (Telephonic). Proofs of claim are due
by Sept. 2, 2022.
About 388 Adolphus Ave LLC
388 Adolphus Ave LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)).
388 Adolphus Ave LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-15133) on June 24,
2022. In the petition filed by Silvano D'Ippolito, as member, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each. David L. Stevens, of Scura, Wigfield, Heyer &
Stevens
396 MEDICAL: Files Bare-Bones Chapter 11 Petition
-------------------------------------------------
396 Medical Management Corp filed for chapter 11 protection in
Newark, New Jersey, without stating a reason.
According to court documents, 396 Medical estimates between 1 and
49 creditors. The petition states funds will be available to
unsecured creditors.
The Debtor has been ordered to show cause why the case should not
be dismissed on account of the Debtor's failure to file certain
documents. The missing documents include the schedules of assets
and liabilities, the statement financial affairs, the balance
sheet, the cash flow statement and statement of operations. A
hearing scheduled for July 19, 2022 at 10:00 AM at VFP - Courtroom
3B, Newark.
About 396 Medical Management Corp
396 Medical Management Corp. is a Single Asset Real Estate (as
defined in 11 U.S.C. Sec. 101(51B)).
396 Medical Management Corp sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-15125) on June
24, 2022. In the petition filed by Stephen J. Conte, the Debtor
reports estimated assets and liabilities between $1 million and $10
million. Jeffrey Randolph, of Law Office of Jeffrey Randolph, LLC,
is the Debtor's counsel.
396 MEDICAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 396 Medical Management Corp
396 N. Fairview Avenue
Paramus, NJ 07652
Business Description: 396 Medical is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: June 24, 2022
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 22-15125
Debtor's Counsel: Jeffrey B. Randolph, Esq.
LAW OFFICE OF JEFFREY RANDOLPH, LLC
139 Harristown Road, Ste 205
Glen Rock, NJ 07452
Tel: 201-444-1645
Email: jrandolph@jrlaw.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stephen J. Conte 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/GC4PE5I/396_Medical_Management_Corp__njbke-22-15125__0001.0.pdf?mcid=tGE4TAMA
85 FLATBUSH: Says Amended Plan Patently Unconfirmable
-----------------------------------------------------
TH Holdco LLC filed an objection to the motion pursuant to
Bankruptcy Rule 9006(c) for order shortening notice on 85 Flatbush
Rho Mezz LLC, et al.'s motion for an order preliminarily approving
their Disclosure Statement, and requests that the Court (i) deny
the Motion to Shorten and (ii) not provisionally approve the
Disclosure Statement related to a Plan which is not confirmable on
its face.
TH Holdco asserts that the Amended Plan does not provide for
sufficient funding and is thus patently unconfirmable. The
Debtors' Amended Plan attempts to cap the amount of the TH Holdco
Secured Claim, and attempts to divert value to subordinated
creditors in violation of the Intercreditor Agreement and the
absolute priority rule. Such a plan is not confirmable.
TH Holdco points out that the Debtors cannot Cap TH Holdco's
Secured Claim. Because the Debtors lack sufficient funding to
confirm the Amended Plan, the Amended Plan is patently
unconfirmable. The only assets of value belonging to the Hotel
Estate are the Hotel real property and its cash on hand (which is
proceeds of the DHS rent), both of which are encumbered by TH
Holdco. The only asset of the Residential Estate is the real
property, which is encumbered by TH Holdco. The Mezz Estate is a
holding company and has no assets of value unless the Hotel or
Residential Estates are solvent. In other words, the Debtors' only
asset is the Property. And the Property is fully encumbered by TH
Holdco's liens and claims, which exceed $112 million.
TH Holdco asserts that the Market Test is the best evidence of
Valuation:
* The Debtors have submitted the Declaration of Jon DiPietra in
Support of the Debtors' Objection to Confirmation of the Second
Amended Chapter 11 Plan Filed by Creditor TH Holdco. The
Declaration attaches an appraisal report, dated June 22, 2022
purporting to show the current value of the property. Any value
suggested by the appraisal would not trump the value establish by
the market test currently being conducted pursuant to the TH Holdco
Plan.
* Likewise, the Debtors state in their latest Amended Disclosure
Statement that the original JLL marketing process "continued
through November 17, 2021. A total of 6 written offers were
received, that were later narrowed down to 3 potential purchasers
for the Hotel Property and the Residential Property ranging from
$80,000,000 to $86,500,000." These offers, and the current TH
Holdco offer, are stronger market evidence of current values of the
Property, as opposed to a third party appraisal from an expert
witness recently hired by the Debtors (or their insiders) which
allegedly values the Properties at $72 million.
Moreover, according to TH Holdco, the proposed distributions to the
Mezz Lender violate the intercreditor agreement, the absolute
Priority Rule and s 510 of the Bankruptcy Code:
* The Debtors' Amended Plan proposes to pay $4.6 million to the
Mezz Lender in full satisfaction of the Mezz Lender's claims. The
Mezz Lender, however, cannot accept any such payment and must pay
all distributions to TH Holdco as senior lender until TH Holdco's
claim at the contractual rate is satisfied in full. Under Section 7
of the Intercreditor Agreement, the Mezz Lender has agreed to
subordinate and make junior its mezzanine loan and corresponding
loan documents, security interests and liens created thereby to the
senior loan (which is now held by TH Holdco).
* The Mezz Lender, as a creditor only of the Mezz Debtor, is not
entitled to any distribution until TH Holdco, as a creditor of the
Hotel and Residential Debtors, is satisfied in full. Through their
Amended Plan, the Debtors are improperly attempting to end run or
modify the Intercreditor Agreement. As such, the Debtors' Amended
Plan cannot be confirmed.
Counsel to TH Holdco LLC:
Lauren Macksoud, Esq.
Sarah M. Schrag, Esq.
DENTONS US LLP
1221 Avenue of the Americas, 25th Floor
New York, NY 10020
Telephone: (212) 768-6700
Facsimile: (212) 768-6800
E-mail: lauren.macksoud@dentons.com
sarah.schrag@dentons.com
- and -
Robert Richards, Esq.
DENTONS US LLP
233 S. Wacker Drive, Suite 5900
Chicago, IL 60606
Telephone: (312) 876-8000
Facsimile: (312) 876-7934
E-mail: robert.richards@dentons.com
About 85 Flatbush RHO Mezz
85 Flatbush RHO Mezz LLC is the 100% owner of 85 Flatbush RHO Hotel
LLC and 85 Flatbush RHO Residential LLC. RHO Hotel and RHO
Residential collectively own the property located at 85 Flatbush
Extension, Brooklyn, N.Y.
The property is a 132,641-square-foot, 12-story, mixed use property
consisting of a 174-room boutique hotel on the first six floors
known as the Tillary Hotel Brooklyn, a 58,652-square-foot 64-unit
luxury multi-family building and a 5,642-square-foot parking
garage. The residential component of the property has nine studios,
26 one-bedroom units and 29 two-bedroom units.
85 Flatbush RHO Mezz and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-23280) on Dec. 18, 2020. In its petition, 85 Flatbush RHO Mezz
disclosed between $50 million and $100 million in both assets and
liabilities.
Judge Robert D. Drain oversees the cases.
Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck P.C., is the Debtor's legal counsel.
9863 DUBLIN VALLEY: Las Vegas Property Owner Seeks Chapter 11
-------------------------------------------------------------
9863 Dublin Valley LLC seeks bankruptcy protection in Nevada,
without stating a reason.
The Debtor owns the residential property located at 863 Dublin
valley St., Las Vegas, Nevada 89178. The property is valued at
$526,269.
Newrez LLC, doing business as Shellpoint Mortgage Servicing, has a
$640,998, which claim is secured by a deed of trust on the Debtor's
property.
According to court filing, 9863 Dublin Valley LLC estimates between
1 and 49 creditors. The petition states funds will be available to
unsecured creditors.
About Dublin Valley
9863 Dublin Valley LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-12180) on June 24,
2022. In the petition filed by Iyad Haddad, as manager, the Debtor
estimated assets between $500,000 and $1 million and estimated
liabilities between $500,000 and $1 million. ROGER P. CROTEAU, of
Roger P. Croteau & Associates, LTD, is the Debtor's counsel.
A+ REMODELING: Wins Final Cash Collateral Access
------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Lubbock Division, authorized A+ Remodeling and Construction, Inc.
to use cash collateral on a final basis in accordance with the
budget, with a 10% variance on cash expenditures, unless otherwise
agreed to between the U.S. Internal Revenue Service and the
Debtor.
The Debtor needs immediate access to cash collateral to purchase
construction materials, pay subcontractors and contract laborers,
purchase other supplies, and pay expenses for continued operations.
The Budget reflects the Debtor's anticipated cash receipts and
expenditures on a monthly basis throughout this case until a plan
is confirmed, the case is dismissed, or the case is converted to
Chapter 7.
The Debtor has outstanding tax liabilities to the Internal Revenue
Service. The IRS filed a lien against the Debtor to secure the
repayment of the tax liabilities. The IRS asserts the outstanding
tax liability is secured by the Debtor's inventory, equipment, and
accounts receivable. The Debtor currently reflects on its books and
records inventory valued at $500, equipment valued at $73,000, and
accounts receivable from customers totaling an estimated $58,491.
As adequate protection of the IRS's interests in the cash
collateral being used, the IRS is granted continuing,
post-petition, replacement liens in, to and overall of the Debtor's
property and assets in the same nature, extent, validity, and
priority of IRS's pre-petition liens as of the Petition Date,
including inventory and accounts receivable asserted to presently
secure the tax liabilities owing to the IRS, in accordance with 11
U.S.C. section 361(2), in the same priority and in the same nature,
extent, and validity as such liens existed pre-petition.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3yrLWab from PacerMonitor.com.
The Debtor projects $80,000 in total cash receipts and $75,050 in
total operating expenses.
About A+ Remodeling and Construction, Inc.
A+ Remodeling and Construction, Inc. is a Texas corporation company
which owns and operates a construction business in and around
Lubbock, Texas. The company's sole shareholder is Jerry Bumpas. A+
Remodeling provides construction and remodeling services to
residential and commercial properties. A+ Remodeling uses
subcontractors and other contract labor to perform construction
jobs for its customers.
A+ Remodeling sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-50066) on May 9,
2022. In the petition signed by Jerry Bumpas, president, the Debtor
disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Brad W. Odell, Esq., at Mullin Hoard and Brown, LLP is the Debtor's
counsel.
ABCK REALTY: Unsecureds to Get Share of Income for 5 Years
----------------------------------------------------------
ABCK Realty Management, LLC filed with the U.S. Bankruptcy Court
for the Southern District of New York a Disclosure Statement
describing Proposed Plan of Reorganization.
The Debtor's primary asset is the real property known as 5516 16th
Ave, Brooklyn, NY (the "16th Ave Property"). The Debtor filed for
Chapter 11 bankruptcy with the goal of addressing unpaid property
taxes and water bills against the 16th Ave Property and on-going
litigation with respect to the 16th Ave Property through a plan of
reorganization.
This Plan of Reorganization proposes to pay creditors the Debtor
from cash flow. This Plan provides for one (1) class of secured
claims, one (1) class of unsecured claims, and (1) class of
administrative and priority claims. Classes 1, 2 and 3 are impaired
and are entitled to vote on the Plan.
Class 2 general unsecured creditors holding allowed claims will
receive distributions in an amount equal payments over 5 years
following the effective date of the Plan. This Plan also provides
for the payment of Class 3 claims, consisting of administrative
claims and priority tax claims, in full with respect to any such
claim.
Class 1 consists of Secured Claims and is made up of the following
claims:
* Secured Claim filed by NYCTL 2021-A Trust and the Bank of
New York Mellon, as Collateral Agent and Custodian [Claim 1] in the
amount of $93,246.70.
* Secured claim filed by NYCTL 2021-A Trust and the Bank of
New York Mellon, as Collateral Agent and Custodian [Claim 2] in the
amount of $47,487.25.
* Secured claim filed by NYC Water Board [Claim 3] in the
amount of $12,487.93.
Claims 1 and 2 filed by NYCTL 2021-A Trust shall retain a secured
claim against the Property and will be paid in 60 equal
installments at 5% interest. The Debtor will remain current on tax
payments postpetition. Claim 3 filed by NYC Water Board will be
paid in 60 equal installments at 3% interest. The Debtor will
remain current on water board payments post-petition.
Class 2 consists of General Unsecured Claims. Class 2 Creditors
include Claim 4 filed by Joel Kohn & Yiscocher Kaufman [Disputed
and will be objected to]. Class 2 Claims will be paid a pro rata
share of the Debtor's disposable income over a period of 5 years.
The first payment will be made within 30 days of the Effective Date
of the Plan. Class 2 Claims are impaired and are entitled to vote.
Class 3 consists of Priority Unsecured Claims. Class 3 claims will
be paid in full on or before the effective date of the plan. Class
3 is Unimpaired, and the Holder Class 3 Claims are conclusively
presumed to have accepted the Plan pursuant to Bankruptcy Code
§1126(f). Therefore, the Holders of Class 3 Claims are not
entitled to vote to accept or reject the Plan; provided, however,
that all Class 3 Claims shall be subject to becoming Allowed
Claims.
The Debtor will have enough cash on hand on the effective date of
the Plan to make the first distribution to the administrative
claims. The first payment under the Plan will be made to Allowed
Claims and expenses of the Estate prior to the Effective Date,
including U.S. Trustee's Fees in the estimated amount of $325.00.
Within 30 days of the effective date of the Plan, the Debtor will
be required to make a distribution to Class 1 Claims as set forth
in the Plan. Class 2 General Unsecured Claims will be paid a pro
rata share no less than the monthly Debtor's net disposable income.
The Debtor will make quarterly payments thereafter. Pursuant to
Section 1115(a) of the Code, the Debtor is committing all of its
disposable income and property to the Plan. Plan payments shall be
made by the Debtor as the disbursing agent.
A full-text copy of the Disclosure Statement dated June 27, 2022,
is available at https://bit.ly/3IdscdH from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Charles A. Higgs, Esq.
Law Office of Charles A. Higgs
44 S. Broadway, Suite 100
White Plains, NY 10601
Tel: (917) 673-3768
Email: Charles@FreshstartEsq.com
About ABCK Realty Management
ABCK Realty Management is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). It owns in fee simple
title a mixed residential and storefront property located at 5516
16th Ave., Brooklyn, N.Y., having a current value of $718,000. The
16th Ave Property consists of 4 residential units and 2 commercial
units.
ABCK Realty Management sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-35063) on Feb. 10,
2022, listing $721,000 in assets and $10,088,009 in liabilities.
Ahron Berlin, president, signed the petition.
Law Office of Charles A. Higgs is the Debtor's legal counsel.
ACADEMY OF STARZZ: Pearland Property Sale for at Least $3.6MM OK'd
------------------------------------------------------------------
Judge Christoper Lopez of the U.S. Bankruptcy Court for the
Southern District of Texas authorized The Academy of Starzz, LLC,
to sell the real property located at 2430 CR-90, in Pearland, Texas
77584, for no less than $3.6 million.
All closing costs must be paid at closing, in the usual and
customary amounts.
All liens, taxes and other secured obligations must be paid at
closing, in the amounts required by applicable non-bankruptcy law.
Without limiting the generality of the foregoing, if no objection
to the claim of Kids 'R' Kids International, Inc. (the "KRK Claim")
is filed and served on or before June 30, 2022, the KRK Claim will
be allowed in the amount of $427,919.97, as of June 1, 2022, plus
additional interest that accrues through the date of closing, and
will be paid in full in the KRK Claim Amount at closing, without
reduction, setoff, or further defense of any kind, and KRK will
have no obligation to release any lien in connection with closing
unless and until it receives such payment in full.
If an objection to the KRK Claim is filed on or before the KRK
Claim Objection Deadline, the Court will hold a hearing on such
objection on July 6, 2022 at 11:00 a.m. and, at closing, the KRK
Claim will be paid in the full amount allowed by order of the
Court. KRK's liens on and security interests in the Property will
attach to the proceeds of the sale, net of closing fees and costs,
to the same extent and with the same validity, priority, and effect
as such liens and security interests had with respect to the
Property, including, without limitation such funds deposited in the
Court's registry.
The sale is free and clear of liens, claims and encumbrances,
except that Brazoria County Tax Office and the taxing entities for
which it collects and Brazoria County Municipal Utility District #6
will retain their tax liens on the property for the 2022 tax year
until all amounts assessed have been paid in full.
The balance of the proceeds, due to the Debtor, after the payment
of all closing costs, liens, taxes and other secured obligations as
required in the Order, will be paid to the Debtor at closing.
The bankruptcy case is In re: The Academy of Starzz, LLC, Case No.
21-32977 (Bankr. S.D. Tex.).
ACASTI PHARMA: Incurs $9.8 Million Net Loss in FY Ended March 31
----------------------------------------------------------------
Acasti Pharma Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss and
comprehensive loss of $9.82 million on zero revenue for the year
ended March 31, 2022, compared to a net loss and comprehensive loss
of $19.68 million on $196,000 of revenues for the year ended March
31, 2021.
As of March 31, 2022, the Company had $128.62 million in total
assets, $20.35 million in total liabilities, and $108.27 million in
total shareholders' equity.
Cash, cash equivalents and short-term investments totaled $43.7
million as of March 31, 2022 compared to $60.7 million in cash,
cash equivalents and short-term investments as of March 31, 2021.
Based on management's current projections, current cash is expected
to fund the Company's lead asset GTX-104 through to NDA submission,
and GTX-102 and GTX-101 to additional key milestones.
During the years ended March 31, 2022 and 2021, the Company's
operating activities used cash of $17,234,000 and $14,319,000
respectively.
During the years ended March 31, 2022 and 2021, the Company used
cash of $3,522,000 and $9,858,000 respectively due primarily to the
acquisition of investments offset by the maturity of investments.
During the year ended March 31, 2022, the Company's financing
activities provided cash totaling nil, compared to cash generated
of $59,490,000 due to proceeds from the sale of shares under its
ATM, program.
Management Discussion
Jan D'Alvise, chief executive officer of Acasti said, "Fiscal year
2022 was a truly transformative year for Acasti, and I am extremely
pleased with all our team has accomplished over the last 12 months.
In FY'22, we pivoted as a company, and acquired Grace Therapeutics
in August 2021. This gave us a new mission of leveraging Grace's
proprietary drug delivery technologies to reformulate and repurpose
marketed medicines for indications in rare and orphan diseases,
where significant unmet medical needs exist. We now have three
drug candidates advancing in clinical development, and all three
have already received Orphan Drug Designation by the FDA, which
could grant us 7 years of market exclusivity in the US. Just a few
weeks ago we announced that GTX-104, a novel IV formulation of
nimodipine, met all its PK Bridging Study endpoints, and we are now
working with the FDA to commence a Phase 3 study, which we expect
to be the final step required to seek regulatory approval. We also
advanced our other drug candidates, GTX-102 and GTX-101, into the
clinic with significant potential milestones expected later this
calendar year."
D'Alvise continued, "We are confident that our strong balance
sheet, which shows $43.7 million of cash and short-term investments
as of March 31, 2022, will allow us to advance GTX-104 through
Phase 3 and to potential FDA submission, while similarly advancing
GTX-102 and GTX-101 to key value inflection points. We look
forward to the coming fiscal year with tremendous excitement."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1444192/000095017022011842/acst-20220331.htm
About Acasti Pharma
Acasti -- http://www.acastipharma.com-- is a late-stage specialty
pharma company with drug delivery capability and technologies
addressing rare and orphan diseases. Acasti's novel drug delivery
technologies have the potential to improve the performance of
currently marketed drugs by achieving faster onset of action,
enhanced efficacy, reduced side effects, and more convenient drug
delivery -- all which could help to increase treatment compliance
and improve patient outcomes.
ACER THERAPEUTICS: Promotes Tanya Hayden to Chief Operating Officer
-------------------------------------------------------------------
Acer Therapeutics Inc. announced the promotion of Tanya Hayden to
chief operating officer.
Harry S. Palmin, who had been serving as the Company's chief
operating officer as well as its chief financial officer, will
continue to serve as CFO.
In her new role as COO, Ms. Hayden will have primary responsibility
for supporting operational and commercial growth and effectiveness,
as well as establishing, improving, and scaling the company's
executional operations. Ms. Hayden joined Acer in June 2021 as
vice president of Program and Strategic Alliance Management and has
played a critical role in the advancement of Acer's investigational
programs, including the Company's ongoing preparations for the
potential commercial launch of ACER-001 (sodium phenylbutyrate) for
treatment of urea cycle disorders (UCDs), and management of its
strategic collaborations. Ms. Hayden will continue to oversee
program and strategic alliance management responsibilities in her
new role as COO.
"Tanya's leadership and strategic oversight of Acer's commercial
and operational readiness in preparation for our potential
commercial approval and launch of ACER-001 in UCDs, along with her
role in the clinical advancement of our product candidates, has
been instrumental in shaping our growth in the last year," stated
Chris Schelling, CEO and Founder of Acer. "Tanya's deep expertise
in, and responsibility for, drug development and delivery, clinical
and commercial contract manufacturing, and alliance management,
will be instrumental in our future growth as our ACER-001, ACER-801
and EDSIVO (celiprolol) programs continue to advance toward key
near-term milestones throughout the rest of 2022."
Prior to joining Acer, Ms. Hayden spent 20-years at Lonza (formerly
Bend Research/Capsugel) and was responsible for business unit
planning, operational excellence, clinical and commercial contract
manufacturing, and program management. Throughout her career, Ms.
Hayden has had the opportunity to lead internal cross-functional
teams to introduce new capabilities and improve performance, as
well as collaborate with external partners to advance new products
to the market. Ms. Hayden received a B.S. degree in Chemistry from
Gonzaga University.
Acer Therapeutics
Acer Therapeutics -- http://www.acertx.com-- is a pharmaceutical
company focused on the acquisition, development and
commercialization of therapies for serious rare and
life-threatening diseases with significant unmet medical needs.
Acer's pipeline includes four investigational programs: ACER-001
(sodium phenylbutyrate) for treatment of various inborn errors of
metabolism, including urea cycle disorders (UCDs) and Maple Syrup
Urine Disease (MSUD); ACER-801 (osanetant) for treatment of induced
Vasomotor Symptoms (iVMS); EDSIVO (celiprolol) for treatment of
vascular Ehlers-Danlos syndrome (vEDS) in patients with a confirmed
type III collagen (COL3A1) mutation; and ACER-2820 (emetine), a
host-directed therapy against a variety of viruses, including
cytomegalovirus, zika, dengue, ebola and COVID-19.
Acer Therapeutics reported a net loss of $15.37 million for the
year ended Dec. 31, 2021, compared to a net loss of $22.89 million
for the year ended Dec. 31, 2020. As of March 31, 2022, the
Company had $31.47 million in total assets, $41.57 million in total
liabilities, and a total stockholders' deficit of $10.10 million.
Boston, MA-based BDO USA, LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March 2,
2022, citing that the Company has recurring losses and negative
cash flows from operations that raise substantial doubt about its
ability to continue as a going concern.
ACM DEVELOPMENT: Wins Cash Collateral Access Thru July 21
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized ACM Development, LLC to use cash
collateral on an interim basis through the continued hearing
scheduled on July 21, 2022.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court; (b) the current and necessary
expenses set forth in the budget, plus an amount not to exceed 10%
for each line item; and (c) additional amounts as may be expressly
approved in writing by Cogent Bank, CT Corporation System, as
representative of Lucid Tech, LLC, Libertas Funding, LLC, and
Seaside National Bank & Trust.
As adequate protection, Cogent, Lucid, Libertas and Seaside will
have perfected post-petition liens against cash collateral to the
same extent and with the same validity and priority as their
prepetition liens, without the need to file or execute any
documents as may otherwise be required under applicable
non-bankruptcy law.
As further adequate protection, Cogent is granted a post-petition
first priority security interest and lien upon the Debtor's
Employee Retention Tax Credit, to the extent Cogent's diminishment
in value of its collateral from the Petition Date. The lien granted
to Cogent to the ERTC will be valid and perfected as of the
petition date without the need for execution or filing of any
further document or instrument that may be required under
applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property and
operations in accordance with their obligations as
debtors-in-possession and as required under the loan and security
documents with the Secured Creditors. Proof of coverage will be
provided upon request.
A continued hearing on the matter is scheduled for July 21 at 10
a.m.
A copy of the order and the Debtor's budget for the period from
June to July 2022 is available at https://bit.ly/3OlsS2Q from
PacerMonitor.com.
The Debtor projects $848,993 in total cash and $639,471 in total
expenses for June 2022.
About ACM Development
ACM Development, LLC provides excavation services and is based in
Ocoee, Fla.
ACM Development filed a petition for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 22-00210) on Jan. 20, 2022, listing up to $10
million in assets and up to $50 million in liabilities. Eric R.
Mynhier, manager, signed the petition.
Judge Lori V. Vaughan oversees the case.
The Debtor tapped Latham, Luna, Eden & Beaudine, LLP and Duerr &
Cullen CPAs, P.A. as its legal counsel and accountant,
respectively.
ADVANZEON SOLUTIONS: Unsecureds Owed $8M to Get From Cash Flow
--------------------------------------------------------------
Advanzeon Solutions, Inc., submitted a Disclosure Statement for its
Second Amended Plan of Reorganization.
The distributions under the Plan will be funded principally by
existing cash on hand on the Effective Date, and revenues generated
by continued operations by the Debtor through PVMS following the
Effective Date; and recoveries from claims and causes of action
pursued by the Litigation Trustee.
Under the Plan, Class 7 Unsecured Claims totaling $8,100,000 will
be paid on account of their Allowed Unsecured Claims their Pro Rata
Share of the Unsecured Creditor Distribution Fund. Class 7 is
impaired.
The Unsecured Creditor Distribution Fund will be funded from two
sources. The first source of funding for the Unsecured Creditor
Distribution Fund shall be the "Net Cash Flow" available from the
operations of PVMS. For purposes of the Plan, "Net Cash Flow"
shall be total cash receipts less labor, materials, operating,
general, and administrative expenses, and less cash necessary for
debt service, reserving for operating capital, and payment of
applicable income taxes, as to each items for both PVMS and the
Reorganized Debtor. Net Cash Flow, to the extent available, shall
be funded by the Reorganized Debtor, and shall be payable in
quarterly payments, beginning on the date that is the first day of
the calendar quarter following the quarter in which the Effective
Date occurs, with the last payment to be made on the quarter in
which the Unsecured Creditor Distribution Fund has been funded
sufficient to pay all Allowed Class 7 Unsecured Claims in full,
after taking into account any distributions from the Litigation
Trust to the Holders of Allowed Class 7 Unsecured Claims as the
Trust Beneficiaries. As to any quarter in which the Net Cash Flow
is negative, no payment shall be due to fund the Unsecured Creditor
Distribution Fund on account of Net Cash Flow for that quarter.
The second source of funding for the Unsecured Creditor
Distribution Fund will be the net proceeds from the liquidation of
the Litigation Trust Assets. Proceeds from the liquidation of the
Litigation Trust Assets shall be distributed by the Litigation
Trust in accordance with the Litigation Trust Agreement.
Attorneys for the Debtor:
Daniel R. Fogarty, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Tel: (813) 229-0144
Fax: (813) 229-1811
E-mail: dfogarty@srbp.com
A copy of the Disclosure Statement dated June 24, 2022, is
available at https://bit.ly/3NouBD7 from PacerMonitor.com.
About Advanzeon Solutions
Based in Tampa, Fla., Advanzeon Solutions, Inc., provides
behavioral health, substance abuse and pharmacy management
services, as well as sleep apnea programs, for employers,
Taft-Hartley health and welfare Funds, and managed care companies
throughout the United States.
Advanzeon Solutions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06764) on Sept. 7,
2020.
At the time of the filing, the Debtor estimated assets of between
$500,000 and $1 million and liabilities of between $1 million and
$10 million. The petition was signed by Clark A. Marcus, chief
executive officer.
Stichter, Riedel, Blain & Postler, P.A., is the Debtor's legal
counsel.
AMMON ANALYTICAL: Gets Interim Access to JPMorgan's Cash
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Ammon Analytical Laboratories, LLC to use the cash collateral of JP
Morgan Chase Bank, N.A. on an interim basis in accordance with the
budget.
The Debtor is obligated to Chase pursuant to a Term Contract. The
Debtor asserts that the amount of its indebtedness to Chase as of
the Petition Dates is $1,207,620 plus $1,500 for attorneys' fees
and costs under the Term Contract.
The Debtor acknowledges that its obligation to Chase pursuant to
the Term Contract is secured by a perfected, first-priority
security interest in and to all or substantially all the Debtor's
current and future collateral, including but not limited to its
accounts, accounts receivable and proceeds.
To further secure the Pre-Petition Indebtedness, and as adequate
protection for any diminution in the value of Chase's interests in
the cash collateral from the Debtor's use thereof, the Debtor is
directed to make monthly adequate protection payments to Chase of
$10,000 per month, beginning on July 1, 2022, and continuing
through July 1, 2024, unless otherwise directed by the Court.
Chase is granted a replacement perfected security interest under
Section 361(2) of the Bankruptcy Code to the extent Chase's 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 Chase held in the Debtor's pre-petition collateral.
The final hearing on the matter is scheduled for July 21, 2022 at
11 a.m.
A copy of the order is available at https://bit.ly/39UzOVC from
PacerMonitor.com.
About Ammon Analytical Laboratories
Ammon Analytical Laboratories, LLC -- https://www.ammonlabs.com/ --
provides the highest quality laboratory testing for healthcare
professionals nationwide.
Ammon Analytical Laboratories sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-14534) on June
7, 2022. In the petition filed by Stephen Haupt, managing member
and CEO, the Debtor estimated assets between $1 million and $10
million and liabilities between $10 million and $50 million.
The case is assigned to the Honorable Bankruptcy Judge Stacey L.
Meisel.
Erin Kennedy, Esq., at Forman Holt, is the Debtor's counsel.
ARMSTRONG FLOORING: Committee Seeks to Tap Cole Schotz as Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Armstrong Flooring, Inc. and its affiliates
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Cole Schotz PC as counsel.
Cole Schotz will provide legal services to the committee with
regards to these Chapter 11 cases.
The firm can be reached at:
Cole Schotz
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
Email: info@coleschotz.com
About Armstrong Flooring
Armstrong Flooring, Inc. (NYSE: AFI) --
https://www.armstrongflooring.com/ -- is a leading global
manufacturer of flooring products and one of the industry's most
trusted and celebrated brands. The company continually builds on
its resilient, 150-year legacy by delivering on its mission to
create a stronger future for customers through adaptive and
inventive solutions. Headquartered in Lancaster, Pennsylvania,
Armstrong Flooring safely and responsibly operates eight
manufacturing facilities globally.
Armstrong Flooring and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
22-10426) on May 8, 2022. In the petition signed by Michel S.
Vermette, president and chief executive officer, Armstrong Flooring
disclosed $517,000,000 in assets and $317,800,000 in liabilities.
Judge Mary F. Walrath oversees the cases.
Skadden, Arps, Slate, Meagher and Flom, LLP is the Debtors'
counsel. Riveron Consulting, LP is the financial advisor, Houlihan
Lokey is the investment banker, and Epiq Corporate Restructuring,
LLC, is the claims and noticing agent and administrative advisor.
On May 18, 2022, the Office of the U.S. Trustee for Region 3
appointed an official committee of unsecured creditors in this
Chapter 11 case. The committee tapped Cole Schotz, PC as legal
counsel and Province, LLC as financial advisor.
ARMSTRONG FLOORING: Committee Taps Province as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Armstrong Flooring, Inc. and its affiliates
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Province, LLC as financial advisor.
Province will render these services:
(a) analyze the Debtors' budget, assets and liabilities, and
overall financial condition;
(b) review financial and operational information furnished by
the Debtors;
(c) monitor the sale process, review bidding procedures, stalk
horse bids, asset purchase agreements, interface with the Debtors'
professionals, and advise the committee regarding the process;
(d) scrutinize the economic terms of various agreements;
(e) analyze the Debtors' proposed business plans and develop
alternative scenarios, if necessary;
(f) assess the Debtors' various pleadings and proposed
treatment of unsecured creditor claims;
(g) prepare or review, as applicable, avoidance action and
claim analyses;
(h) assist the committee in reviewing the Debtors' financial
reports;
(i) advise the committee on the current state of these Chapter
11 cases;
(j) advise the committee in negotiations with the Debtors and
third parties as necessary;
(k) if necessary, participate as a witness in hearings before
the court with respect to matters upon which Province has provided
advice; and
(l) other activities approved by the committee and its
counsel, and agreed to by Province.
The firm's hourly rates are as follows:
Managing Directors and Principals $770 – $1050
Vice Presidents, Directors, and Senior Directors $520 – $770
Analyst, Associates, and Senior Associates $270 – $520
Paraprofessionals $200 – $270
The firm's hourly rates starting July 1, 2022 are as follows:
Managing Directors and Principals $860 – $1180
Vice Presidents, Directors, and Senior Directors $580 – $860
Analyst, Associates, and Senior Associates $300 – $580
Paraprofessionals $220 – $300
In addition, the firm will seek reimbursement for expenses
incurred.
Sanjuro Kietlinski, a principal at Province, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sanjuro Kietlinski
Province LLC
2360 Corporate Circle, Suite 340
Henderson, NV 89074
Telephone: (702) 685-5555
Email: skietlinski@provincefirm.com
About Armstrong Flooring
Armstrong Flooring, Inc. (NYSE: AFI) --
https://www.armstrongflooring.com/ -- is a leading global
manufacturer of flooring products and one of the industry's most
trusted and celebrated brands. The company continually builds on
its resilient, 150-year legacy by delivering on its mission to
create a stronger future for customers through adaptive and
inventive solutions. Headquartered in Lancaster, Pennsylvania,
Armstrong Flooring safely and responsibly operates eight
manufacturing facilities globally.
Armstrong Flooring and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
22-10426) on May 8, 2022. In the petition signed by Michel S.
Vermette, president and chief executive officer, Armstrong Flooring
disclosed $517,000,000 in assets and $317,800,000 in liabilities.
Judge Mary F. Walrath oversees the cases.
Skadden, Arps, Slate, Meagher and Flom, LLP is the Debtors'
counsel. Riveron Consulting, LP is the financial advisor, Houlihan
Lokey is the investment banker, and Epiq Corporate Restructuring,
LLC, is the claims and noticing agent and administrative advisor.
On May 18, 2022, the Office of the U.S. Trustee for Region 3
appointed an official committee of unsecured creditors in this
Chapter 11 case. The committee tapped Cole Schotz, PC as legal
counsel and Province, LLC as financial advisor.
ASTA HOLDINGS: CSB's Protest to Cartersville Asset Sale Overruled
-----------------------------------------------------------------
Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the
Northern District of Georgia issued an order overruling CSB
Contracting, LLC's objection to Asta Holdings, LLC's auction sale
of the real property, improvements and personal property at 20
Tellus Drive, in Cartersville, Georgia 30184, including all of the
assets used in or relating to the Property or to the operation or
proposed operation of the Proposed Business.
The Court entered an order approving the bid procedures proposed in
the Motion subject to objection and providing that a hearing would
be held should any such objection be filed. While CSB set forth
various objections to the bid procedures, the adequacy of the
marketing of the property and the proposed credit bid by
Cartersville, the Court found that the proposed sale was in the
best interest of the estate and its creditors, that the bid
procedures were reasonable and did not provide excessive discretion
to Debtor and that while there remains a question of the adequacy
of the marketing effort, consideration of this issue was
appropriate for the Final Hearing on the proposed sale to
Cartersville Assisted Living, LLC. Thus, the Court directed the
Debtor to file an affidavit detailing the marketing efforts to sell
the property.
The Debtor's counsel is directed to file an affidavit detailing the
marketing efforts taken to sell the Debtor's property.
The parties should be prepared to present evidence of the marketing
efforts should an objection to the same remain after filing of the
affidavit addressed therein.
About Asta Holdings
Asta Holdings, LLC is a Cartersville, Ga.-based company that
operates a continuing care retirement community and assisted
living
facility for the elderly.
Asta Holdings filed a voluntary petition for Chapter 11 protection
(Bankr. N.D. Ga. Case No. 21-41336) on Nov. 1, 2021, listing as
much as $50 million in both assets and liabilities. Bhavik Patel,
manager, signed the petition.
Judge Barbara Ellis-Monro oversees the case.
Schreeder, Wheeler & Flint, LLP serves as the Debtor's legal
counsel.
ASTROTECH CORP: Appoints Jim Becker to Board of Directors
---------------------------------------------------------
Astrotech Corporation has appointed Jim Becker to its Board of
Directors.
Mr. Becker brings to Astrotech's Board extensive leadership, with a
focus on strategic market growth and expansion, and business
process improvements and scaling, along with public speaking and
corporate management skills. He will serve on each of the
compensation committee, the corporate governance and nominating
committee, and the audit committee of the Board of Directors.
Mr. Becker stated, "I look forward to joining the Board of
Astrotech. With Astrotech's technological portfolio and the
culture of the leadership team, I see this as a perfect opportunity
to contribute to their growth."
Mr. Becker is the founder and CEO of Becker Logistics, LLC. He has
overseen significant growth in its revenue by following the core
values of integrity, quality, innovation, safety, competitiveness,
openness, respect, and equal work life balance. He currently
serves as a Chairman of Membership Committee for the Transportation
Intermediaries Association where he also served as an At-Large
Board Member for two terms from 2013-2019. Mr. Becker also serves
as an Executive Advisory Committee Member for McLeod Software and
is the creator of Jenna's Foundation. In July 2021, Mr. Becker was
appointed to the board of The Monroe Institute, a non-profit
organization. Mr. Becker received a certificate in Mergers and
Acquisitions from the University of Chicago Booth School of
Business and attended Northwestern University for Leadership and
Organizational Behaviorism.
"We are very honored to have Mr. Becker join the Astrotech
leadership team in his new role as a member of the board and its
committees," stated Thomas B. Pickens III, Chairman and CEO of
Astrotech. "His comprehensive background in logistics, sales
performance, market growth and M&A makes him the perfect fit to
help Astrotech and its subsidiaries push for revenue growth as we
scale our mass spectrometer technology into many markets."
About Astrotech
Astrotech Corporation (NASDAQ: ASTC) --
http://www.astrotechcorp.com-- is a mass spectrometry company that
launches, manages, and commercializes scalable companies based on
its innovative core technology through its wholly-owned
subsidiaries. 1st Detect develops, manufactures, and sells trace
detectors for use in the security and detection market. AgLAB is
developing chemical analyzers for use in the agriculture market.
BreathTech is developing a breath analysis tool to provide early
detection of lung diseases. Astrotech is headquartered in Austin,
Texas.
Astrotech reported a net loss of $7.60 million for the year ended
June 30, 2021, a net loss of $8.31 million for the year ended June
30, 2020, and a net loss of $7.53 million for the year ended June
30, 2019. For the six months ended Dec. 31, 2021, the Company
reported a net loss of $4.21 million. As of March 31, 2022, the
Company had $58.26 million in total assets, $2.96 million in total
liabilities, and $55.30 million in total stockholders' equity.
ASTROTECH CORP: Unit Amends Joint Devp't Pact With Cleveland Clinic
-------------------------------------------------------------------
Astrotech Corporation's subsidiary, BreathTech Corporation,
announced that it has amended its Joint Development and Option
Agreement with Cleveland Clinic to include additional areas of
focus.
Under the amended agreement, ongoing work around development of a
rapid breath test for COVID-19 will be expanded to utilize
BreathTech's core mass spectrometry technology to screen for a
variety of diseases spanning the entire body. The project will
focus on detecting bloodstream infections, respiratory infections
such as influenza types A and B and respiratory syncytial virus
(RSV), carriage of Staphylococcus aureus, and Clostridioides
difficile (C. diff) infections.
Raed A. Dweik, MD, Chair of Cleveland Clinic Respiratory Institute,
will continue to lead the study. Dr. Dweik and his research team
were among the first to identify that unique volatile organic
compounds (VOC) metabolites in the breath can be used to detect
certain diseases. The researchers have successfully identified and
published studies regarding the unique VOC metabolites associated
with heart failure, pulmonary arterial hypertension, and liver
disease.
"We are thrilled with the opportunity to expand the scope of our
work to advance the technology to detect additional disease
indicators using breath. We have been working diligently since the
COVID-19 pandemic began to refine our mass spectrometry technology
to be able to screen for COVID-19 and now we're expanding those
efforts to include other illnesses," stated Thomas B. Pickens III,
chief executive officer of BreathTech.
"While our original goal focused on detecting coronavirus, we now
agree that we should expand the study to identify markers of
bacterial infections like Staphylococcus aureus and Clostridiodes
difficile, as well as other types of viral infections like
influenza and RSV, just to name a few. We believe that this
technology has the potential to enhance medical diagnoses across
the globe," added Dr. Karim Sirgi, chief science officer of
BreathTech.
About Astrotech
Astrotech Corporation (NASDAQ: ASTC) --
http://www.astrotechcorp.com-- is a mass spectrometry company that
launches, manages, and commercializes scalable companies based on
its innovative core technology through its wholly-owned
subsidiaries. 1st Detect develops, manufactures, and sells trace
detectors for use in the security and detection market. AgLAB is
developing chemical analyzers for use in the agriculture market.
BreathTech is developing a breath analysis tool to provide early
detection of lung diseases. Astrotech is headquartered in Austin,
Texas.
Astrotech reported a net loss of $7.60 million for the year ended
June 30, 2021, a net loss of $8.31 million for the year ended June
30, 2020, and a net loss of $7.53 million for the year ended June
30, 2019. For the six months ended Dec. 31, 2021, the Company
reported a net loss of $4.21 million. As of March 31, 2022, the
Company had $58.26 million in total assets, $2.96 million in total
liabilities, and $55.30 million in total stockholders' equity.
ATLANTA LIGHT: Trustee Gets OK to Hire Hays Financial as Accountant
-------------------------------------------------------------------
S. Gregory Hays, the trustee appointed in the Chapter 11 case of
Atlanta Light Bulbs, Inc., received approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Hays Financial Consulting, LLC as his accountant.
The firm will render these services:
(a) prepare and file any and all tax returns which may be
required and provide assistance, advice and consultation with
regard to state and federal income taxes and impact on assets;
(b) analyze holdings of the Debtor;
(c) analyze financial impact of any settlements between the
Debtor and case parties;
(d) provide accounting and other financial services to the
Debtor as needed;
(e) investigate and analyze funds owed to the Debtor and
reconcile same;
(f) assist with the determination and resolution of claims
asserted by the various parties, employees and taxing agencies;
(g) advise and assist the trustee and his attorneys in
connection with an investigation of the affairs of the Debtor to
assist in the administration of the bankruptcy estate or
liquidation of the assets of the estate;
(h) advise and assist the trustee and his legal counsel in
connection with the investigation, analysis, and compilation of
data relating to financial and accounting matters or issues in
connection with any proceeding in this case, and prepare such
reports, summaries, documents and exhibits as may be required in
connection therewith;
(i) analyze records and claims submitted by the Debtor and
payments of same;
(j) prepare the bankruptcy schedules and statement of
financial affairs; and
(k) perform any other services that may be required by the
trustee.
The hourly rates of the firm's professionals are as follows:
Managing Principal & Director $300 - $400
Director $200 - $300
Manager $150 - $225
Associates/Senior Associate $100 - $175
In addition, the firm will seek reimbursement for expenses
incurred.
The trustee disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Hays Financial Consulting, LLC
2964 Peachtree Road, NW, Ste. 555
Atlanta, GA 30305
Telephone: (404) 926-0060
About Atlanta Light Bulbs
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 petitioning creditors are represented in the case by
Jason M. Torf, Esq. -- jason.torf@icemiller.com -- at Ice Miller,
LLP.
On May 23, 2022, the court entered an order for relief under
Chapter 11 and directed the Debtor to submit a Chapter 11 plan and
disclosure Statement by Sept. 20, 2022.
Judge Paul Baisier oversees the case.
An official committee of unsecured creditors has been appointed in
the case. Tucker Ellis, LLP and Baker, Donelson, Bearman, Caldwell
& Berkowitz, PC serve as the committee's legal counsel.
S. Gregory Hays has been appointed as Chapter 11 trustee. The Law
Offices of Henry F. Sewell, Jr., LLC and Hays Financial Consulting,
LLC serve as the trustee's legal counsel and accountant,
respectively.
AUBURN SCHOOL: Ordered to Revise Notice of Cambridge Property Sale
------------------------------------------------------------------
Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District
of Massachusetts ordered Auburn School LLC and School Place LLC to
revise the proposed Notice of Sale in connection with the sale of
the real property located at 166-168 Auburn Street, in Cambridge,
Massachusetts, free and clear of liens.
Pursuant to MLBR 6004-1(c)(2)(B), the proposed break-up fee must be
subject to final Court approval upon application by the bidder. The
Debtor will revise the proposed Notice of Sale by striking the
paragraph which mentions the break-up fee or by modifying the
language to comply with the local rule.
The Debtor will file a revised Notice of Sale on the docket and
email it in Word format to jeb@mab.uscourts.gov. Upon receiving the
revised Notice of Sale, the Court will set the Motion for hearing
and an objection/higher offer deadline.
About Auburn School and School Place
Auburn School, LLC and School Place, LLC filed voluntary petitions
for Chapter 11 protection (Bankr. D. Mass. Case Nos. 21-11620 and
21-11621) on Nov. 7, 2021, listing up to $1 million to $10 million
in both assets and liabilities. Lou G. Makrigiannis, manager,
signed the petitions.
Judge Frank J. Bailey oversees the cases.
Michael Van Dam, Esq., at Van Dam Law LLP serves as the Debtors'
legal counsel.
AXYEHHO CORPORATION: Seeks Approval to Hire Breuer Law as Counsel
-----------------------------------------------------------------
AXYEHHO Corporation seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Breuer Law, PLLC as
its legal counsel.
The firm will perform ordinary and necessary legal services and
assist with the preparation of the Debtor reporting requirements.
The hourly billing rate for attorneys is $400 and paraprofessional
time is $275, subject to award of the Bankruptcy Court.
The firm has received a $5,000 retainer.
Breuer Law does not hold or represent any interest adverse to the
estate and is a "disinterested person" as defined in 11 U.S.C.
101(14), according to court filings.
The firm can be reached through:
Stephen C. Breuer, Esq.
Breuer Law, PLLC
6501 Congress Ave., Ste. 240
Boca Raton, FL 33487
Telephone: (954) 607-3244
Facsimile: (954) 607-3244
Email: Stephen@breuer.law
About AXYEHHO Corporation
AXYEHHO Corporation is engaged in activities related to real
estate.
AXYEHHO Corporation filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-14717) on June 17, 2022. The petition was signed by Ekaterina
Pushkarshkaya as president. At the time of filing, the Debtor
estimated up to $50,000 in assets and $1 million to $10 million in
liabilities.
Judge Scott M. Grossman presides over the case.
Stephen Breuer, Esq., at Breuer Law, PLLC represents the Debtor as
counsel.
BARTLEY INDUSTRIES: Seeks Approval to Tap Regier Cox as Accountant
------------------------------------------------------------------
Bartley Industries, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Oklahoma to employ Susan Regier,
CPA of the firm Regier, Cox & Associates, PLLC as its accountant
and financial consultant.
The Debtor requires the services of an accounting expert to fully
understand its financial position and projections going forward,
and to prepare its plan of reorganization.
The firm will charge $250 per hour for the services rendered by Ms.
Regier.
Ms. Regier assures the court that her firm is a "disinterested
person" as defined in 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Susan A. Regier, CPA
Regier, Cox & Associates PLLC
5225 N. Shartel Ave, Suite 100
OKC, OK 73118
Phone: 405-767-0531
About Bartley Industries
Bartley Industries Inc., a company that offers electrical
maintenance, repair and installation services based in Norman
Okla., filed a petition for Chapter 11 protection (Bankr. W.D.
Okla. Case No. 21-12565) on Sept. 25, 2021, listing $1,733,842 in
total assets and $2,003,791 in total liabilities. Donna Bartley,
president, signed the petition.
The Law Offices of B. David Sisson serves as the Debtor's legal
counsel. Susan Regier, CPA of the firm Regier, Cox & Associates,
PLLC is the Debtor's accountant and financial consultant.
BAZE PHARMACY: Walgreens' Purchase of Assets for $137.5K Approved
-----------------------------------------------------------------
Judge Selene D. Maddox of the U.S. Bankruptcy Court for the
Northern District of Mississippi authorized Baze Pharmacy, LLC's
sale of assets to Walgreens for $137,500.
Specifically, as set forth in the Term Sheet, the Assets include
the Debtor's patient prescription files and records; prescription
drug inventory meeting buyer's standards; controlled substance
documents including controlled substance invoices, DEA 222 form
(blue copies), and annual controlled substance inventory logs; the
pharmacy computer with access to the prescription records and
attached printer; trademarks and trade names used by the pharmacy;
other books and records; and all applicably pharmacy related
licenses upon request (i.e. Medicaid).
The sale is free and clear of liens, claims and interests, with the
valid liens and claims of Renasant Bank to attach to the sales
proceeds and paid to Renasant as set forth. The closing date was
June 24, 2022.
Upon the closing of the transaction described, the indebtedness
owed to Renasant on the two promissory notes described in its
Response to the Motion will be paid in full out of the sales
proceeds, including all interest accrued after the Petition Date at
the contractual rate through the closing date of the sale. The
sales proceeds will be deposited into the Debtor's DIP account
established in conjunction with the case, with the Debtor's counsel
as the signatory on the Debtor's DIP account. In addition, Renasant
agrees to file an application for compensation seeking recoupment
of its reasonable fees, costs and charges associated with its
oversecured claim through the closing date of the transaction.
The surplus proceeds from the sale, after payment in full of the
indebtedness owed on the two Renasant promissory notes, will remain
in the Debtor's DIP account pending further orders of the Court and
will not be released absent further order of the Court.
The Debtor will ensure compliance with Rule 6004(f) of the Federal
Rules of Bankruptcy Procedure by filing a report of sale itemizing
the Property sold, the name of the purchaser, and the price
received upon the completion of the sale, and in its monthly
operating
report as a constructive disbursement.
Any personally identifiable information related to patients or
otherwise which could be transferred during the process of the sale
will be in compliance with 11 U.S.C. Section 363(b)(1), which
adheres to protection of such information, as well as the policies
the Debtor has in place regarding those and similar protections.
The Debtor is authorized to execute such transfers of title or
other related documents which are reasonably necessary to
consummate and close the sale of the Property.
It is a final judgment as contemplated by the applicable Bankruptcy
Rules.
About Baze Pharmacy
Baze Pharmacy, LLC filed a voluntary Chapter 7 petition on Jan. 24
2022. The case was converted to a Chapter 11 Subchapter V case
(Bankr. Case No. 22-10135, N.D. Miss.) on Feb. 28, 2022. Judge
Selene D. Maddox oversees the Debtor's Chapter 11 case.
John F. Hughes, Esq., at Hughes Law Group, PLLC serves as the
Debtor's bankruptcy counsel.
BELVIEU BRIDGE: Sale of Baltimore Real Property to Lakeview Granted
-------------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland authorized Belvieu Bridge Properties Group, LLC, to
sell the improved real property known as 2427-2429 & 2431-2433
Lakeview Avenue, in Baltimore, Maryland 2121, to Lakeview Avenue
21217, LLC, for the price and subject to the terms described in the
Agreement.
The Debtor may not distribute any of the proceeds of the sale of
the Property to equity holders of the Debtor until all of its
creditors have been paid in full.
The 14-day stay provision of Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is hereby waived and will not apply to the
sale approved.
Pursuant to 11 U.S.C. Section 363(m), the reversal or modification
on appeal of the Order's authorization of the sale of the Property
to the Purchaser will not affect the validity of such sale unless
such authorization and such sale are stayed pending appeal.
About Belvieu Bridge Properties Group
Baltimore, Md.-based Belvieu Bridge Properties Group, LLC is the
owner of multi-unit residential apartment buildings located at
3915
Belvieu Avenue & 4610 Wallington Avenue, Baltimore, MD 21215; and
2427-2429 & 2431-2433 Lakeview Avenue, Baltimore, MD 21217. The
company is the owner of fee simple title to the properties, having
a current value of $2.93 million.
Belvieu Bridge Properties Group filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case
No. 21-11452) on March 9, 2021. Zenebe Shewayene, managing
member,
signed the petition. At the time of the filing, the Debtor
disclosed total assets of $3,115,322 and total liabilities of
$3,108,307.
Judge David E. Rice oversees the case. The Weiss Law Group, LLC
serves as the Debtor's legal counsel.
James C. Olson, Esq., represents lender U.S. Bank National
Association, as Trustee for Velocity Commercial Capital Loan Trust
2017-2.
BEST CAPITAL: Wins Interim Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized Best Capital Group, LLC to use cash collateral
on an interim basis, retroactive to May 3, 2022.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the United
States Trustee for quarterly fees; (b) the current and necessary
expenses set forth in the budget attached to the Motion and this
Order, plus an amount not to exceed 10% for each line item; and (c)
such additional amounts as may be expressly approved in writing by
the "Creditors".
As adequate protection, the Secured Parties will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as its prepetition lien,
without the need to file or execute any document as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will make monthly payments to Grover Capital, LLC in the
amount of $3,500 commencing on June 25, 2022 (10-day grace period),
and continuing on the 25th day of each month thereafter (10-day
grace period) for the next 60 days.
A continued hearing on the matter is scheduled for July 27 at 1:30
p.m.
A copy of the order and the Debtor's budget for the period from May
to October 2022 is available at https://bit.ly/3OxcDzk from
PacerMonitor.com.
The Debtor projects $2,650,000 in total income and $191,250 in
total expenses for the period.
About Best Capital Group, LLC
Best Capital Group, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01797) on May 3,
2022. In the petition signed by Pratikbhai S. Patel, president, the
Debtor disclosed $1,409,369 in assets and $2,296,151 in
liabilities.
Judge Michael G. Williamson oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, PA is the Debtor's counsel.
BIOSTAGE INC: All Three Proposals Passed at Annual Meeting
----------------------------------------------------------
Biostage, Inc. held its Annual Meeting of Stockholders at which the
stockholders:
(i) elected Jason Jing Chen and Herman Sanchez as directors,
each nominated by the Board of Directors for a three-year term,
such term to continue until the annual meeting of stockholders in
2025 and until such Director's successor is duly elected and
qualified or until their earlier resignation or removal;
(ii) approved, on a non-binding advisory basis, the compensation
of the Company's named executive officers; and
(iii) approved, on a non-binding advisory basis, the yearly
frequency of future non-binding advisory votes on the compensation
of the Company's named executive officers.
About Biostage
Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a clinical-stage biotech company that uses cell therapy to
regenerate organs inside the human body to treat cancer, trauma and
birth defects. The Company has performed the world's first
regeneration of an esophagus in a human cancer patient. This
surgery was performed at Mayo Clinic and was published in August
2021.
Biostage reported a net loss of $7.98 million for the year ended
Dec. 31, 2021, compared to a net loss of $4.87 million for the year
ended Dec. 31, 2020. As of March 31, 2022, the Company had
operating cash on-hand of $0.7 million. The Company used net cash
in operations of $0.5 million during the quarter ended March 31,
2022.
Flushing, New York-based Wei, Wei & Co., LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit, uses
cash flows in its operations, and will require additional financing
to continue to fund its operations. This raises substantial doubt
about the Company's ability to continue as a going concern.
BIOSTAGE INC: Harvard Bioscience Reports 5.8% Equity Stake
----------------------------------------------------------
Harvard Bioscience, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 10, 2022, it
beneficially owns 708,516 shares of common stock of Biostage, Inc.,
representing 5.8 percent of the shares outstanding.
The percentage is based on a denominator that is the sum of: (a)
11,605,507 Shares outstanding as of May 16, 2022 as disclosed on
the Issuer's Form 10-Q filed with the SEC on May 16, 2022 and (b)
708,516 Shares that may be acquired upon the conversion of certain
shares of Series E Preferred, as applicable.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1123494/000092189522002043/sc13g12799001_06212022.htm
About Biostage
Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a clinical-stage biotech company that uses cell therapy to
regenerate organs inside the human body to treat cancer, trauma and
birth defects. The Company has performed the world's first
regeneration of an esophagus in a human cancer patient. This
surgery was performed at Mayo Clinic and was published in August
2021.
Biostage reported a net loss of $7.98 million for the year ended
Dec. 31, 2021, compared to a net loss of $4.87 million for the year
ended Dec. 31, 2020. As of March 31, 2022, the Company had
operating cash on-hand of $0.7 million. The Company used net cash
in operations of $0.5 million during the quarter ended March 31,
2022.
Flushing, New York-based Wei, Wei & Co., LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit, uses
cash flows in its operations, and will require additional financing
to continue to fund its operations. This raises substantial doubt
about the Company's ability to continue as a going concern.
BLACK CREEK: July 26 Hearing on Disclosure Statement
----------------------------------------------------
The Honorable Stacey L. Meisel will convene a hearing on the
adequacy of the Disclosure Statement of Black Creek Condos LLC on
July 26, 2022 at 11:00 A.M. in 3A, United States Bankruptcy Court,
50 Walnut Street, 3rd Floor, Newark, NJ 07102.
Written objections to the adequacy of the Disclosure Statement must
be filed and served no later than 14 days prior to the hearing
before this Court, unless otherwise directed by the court.
As reported in the TCR, Black Creek Condos LLC, and its Debtor
Affiliates submitted a First Amended Disclosure Statement
describing Jointly Administered Chapter 11 Plan of Reorganization
dated June 21, 2022.
The Plan of Reorganization will be funded with (i) cash on deposit
in the
Hook & Fatovich, LLC Attorney Trust Account on the Effective Date;
(ii) revenue from continued business operations from certain
condominium units owned by the Debtors; (iii) capital contributions
from NMR Associates, LLC a non-Debtor entity wholly owned by the
Debtors' principal; and (iv) the possible sale or mortgaging of
three properties owned by debtor Camp Monte once the secured lien
against those properties is paid off. Class 5 general unsecured
claims in the amount of $4,857 will receive 100% in the form of
semi-annual installments over a period of 60 months commencing 6
months after the Effective Date.
A full-text copy of the First Amended Disclosure Statement dated
June 21, 2022, is available at https://bit.ly/3QMsJHi from
PacerMonitor.com at no charge.
About Black Creek Condos
Black Creek Condos LLC filed a Chapter 11 petition (Bankr. D.N.J.
Lead Case No. 21-15192) on June 24, 2021, together with its two
affiliates, Black Creek Condos 57592 LLC and Black Creek Condos
57593 LLC. A third affiliate, Camp Monte LLC, sought Chapter 11
protection (Bankr. D.N.J. Case No. 21-15195) the next day. The
Debtors own a combined total of 23 condominium units in the Black
Creek Sanctuary Condominium Association development known as the
Black Creek Sanctuary located in the Township of Vernon, New
Jersey.
In the petitions signed by Moshe Rudich, managing member, each
Debtor estimated $1 million to $10 million in both assets and
liabilities. The cases are jointly administered under Black Creek
Condos LLC's case.
Judge Stacey L. Meisel oversees the cases.
Hook & Fatovich, LLC, serves as counsel for the Debtors.
BLACK NEWS: Auction of Substantially All Assets Moved to July 7
---------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida granted Black News Channel, LLC's request to
extend the schedule set forth in the Bidding Procedures and Bidding
Procedures Order in connection with the auction sale of some or
substantially all of its assets.
The schedule and deadlines set forth in the Bidding Procedures
Order and Bidding Procedures are modiied, and the Revised Sale
Schedule set forth below is adopted and approved:
Event Current Date
Revised Date
Sale Objection Deadline June 14, 2022, at 5:00 p.m. (ET)
June 21, 2022, at 5:00 p.m. (ET)
Bid Deadline June 16, 2022, at 5:00 p.m. (ET)
July 1, 2022, at 5:00 p.m. (ET)
Deadline for Debtor to Not later than 24 hours
Not later than 24
Designate Qualified prior to the scheduled
hours prior to the
Bids and Baseline Bid start of the Auction
scheduled start of the Auction
Auction (If Necessary) June 22, 2022, at 10:00 a.m. (ET)
July 7, 2022, at 10:00 a.m. (ET)
Deadline to File and As soon as reasonably
As soon as reasonably
Serve Notice of practicable after
practicable after
Successful Bidder conclusion of the
conclusion of the
Auction
Auction
Post-Auction Objection June 24, 2022, at 5:00 p.m. (ET)
July 11, 2022, at 5:00p.m. (ET)
Sale Hearing (subject to June 28, 2022, at 10:00 a.m. (ET)
July 19, 2022, at 10:00 a.m. (ET)
Sale Closing July 15, 2022
July 29, 2022
The Order will be without prejudice to the rights of the Debtor to
seek further extensions of the deadlines set forth in the Revised
Schedule, as well as any other deadline set forth in the Bidding
Procedures Order and/or the Bidding Procedures.
Notwithstanding anything in the Bankruptcy Rules or the Local
Bankruptcy Rules to the contrary, the Order will be effective and
enforceable immediately upon entry thereof.
About Black News Channel
Black News Channel, LLC is a news network and the only provider of
24/7 multiplatform programming dedicated to covering the unique
perspectives, challenges and successes of Black and Brown
communities.
Black News Channel sought Chapter 11 bankruptcy protection (Bankr.
N.D. Fla. Case No. 22-40087) on March 28, 2022. In the petition
signed by Maureen Brown, vice president of finance, the Debtor
listed as much as $50 million in both assets and liabilities.
Judge Karen K. Specie oversees the case.
The Debtor tapped Benesch, Friedlander, Coplan & Aronoff, LLP as
lead bankruptcy counsel; Thames Markey, P.A. as Florida counsel;
and Ankura Consulting Group, LLC as consultant. Stretto, Inc. is
the claims, noticing and solicitation agent.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on April 12, 2022.
BLT RESTAURANT: Seeks to Hire Withum Smith & Brown as Accountant
----------------------------------------------------------------
BLT Restaurant Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Withum Smith
& Brown, PC as its accountant.
The firm will prepare and file its 2021 federal and state tax
returns while also providing federal and state income tax
consulting services on an as-needed basis.
The firm charges a one-time fee of $13,500
To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Withum Smith can be reached at:
David Poillucci, CPA, MST
Withum Smith & Brown
One Tower Center Boulevard 14th Floor
East Brunswick, NJ 08816-1145
Tel: (732) 828-1614
Fax: (732) 828-5156
Email: dpoillucci@withum.com
About BLT Restaurant Group
BLT Restaurant Group owns and manages the restaurants BLT Steak
LLC, BLT Steak Waikiki LLC, BLT Prime Lexington LLC, and BLT Steak
DC LLC. BLT is a limited liability company organized under the
laws of New York. At present, it has two members, JL Holdings 2002
LLC and Juno Investments LLC. JL Holdings 2002 LLC is a limited
liability company organized under the laws of New York and is also
a secured creditor of BLT. Juno Investments LLC is a limited
liability company organized under the laws of New York.
BLT sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 22-10335) on March 18, 2022. In the
petition signed by CEO James Haber, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
Jennifer C. McEntee, Esq., at Ciardi Ciardi and Astin is the
Debtor's counsel.
BLUE DOLPHIN: Unit Pays Off $200K Past Due Obligations to TR 801
----------------------------------------------------------------
Blue Dolphin Services Co., a wholly owned subsidiary of Blue
Dolphin Energy Company, paid all past due obligations totaling
approximately $0.2 million to TR 801 Travis LLC, the lessor on its
principal office lease dated effective Jan. 1, 2018. As a result,
TR 801 considered the prior office lease default cured and granted
BDSC access to the leased space.
As previously reported, in March 2021, BDSC defaulted on the office
lease due to non-payment of rent. In May 2021, BDSC and TR 801
reached an agreement to cure the default pursuant to a fourth
amendment to the office lease. Under the lease amendment, TR 801
agreed to defer BDSC's past due obligations, including rent
installments and other charges totaling approximately $0.1 million
in equal monthly installments beginning in June 2021, and
continuing through the office lease expiration in August 2023.
About Blue Dolphin
Headquartered in Houston, Texas, Blue Dolphin Energy Company --
http://www.blue-dolphin-energy.com-- is an independent downstream
energy company operating in the Gulf Coast region of the United
States. The Company's subsidiaries operate a light sweet-crude,
15,000-bpd crude distillation tower with approximately 1.2 million
bbls of petroleum storage tank capacity in Nixon, Texas. Blue
Dolphin was formed in 1986 as a Delaware corporation and is traded
on the OTCQX under the ticker symbol "BDCO."
Blue Dolphin reported a net loss of $12.84 million for the 12
months ended Dec. 31, 2021, compared to a net loss of $14.46
million for the 12 months ended Dec. 31, 2020. As of March 31,
2022, the Company had $67.69 million in total assets, $87.84
million in total liabilities, and a total stockholders' deficit of
$20.15 million.
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated April 1, 2022, citing that the Company is in default under
secured and related party loan agreements and has a net working
capital deficiency. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.
BORINQUEN NATURAL: Sept. 29 Hearing on Disclosures and Plan
-----------------------------------------------------------
Judge Mildred Caban Flores has entered an order that the
evidentiary hearing, the final approval of the Disclosure Statement
and confirmation of the Plan of Borinquen Natural LLC, and all
other matters scheduled for July 19, 2022, at 9:00 AM, are
rescheduled, for cause, for September 29, 2022, at 9:00 AM, via
Microsoft Teams.
The Plan
Borinquen Natural LLC submitted a Plan and a Disclosure Statement.
Secured Claims, General Unsecured Claims, as well as Priority Tax
Claims, if any, will be paid from the cash resulting from Debtor's
operations.
Under the Plan, Class 1 General Unsecured Claims of Vendors and
Trade Creditors totaling $114,579 will be paid in equal monthly
installments of $2,123.10 for principal and interest at 4.25% per
year, for a period of 60 months, equivalent to 100% of their
allowed claims. Class 1 is impaired.
Under the Plan, Class 2 Contingent, Disputed and Unliquidated
General Unsecured Claims in Legal Proceedings totaling $1,480,000
will receive no distribution under the Plan. Class 2 is impaired.
Attorneys for the Debtor:
Myrna L. Ruiz-Olmo, Esq.
MRO Attorneys at Law, LLC
PO Box 367819
San Juan, PR 00936-7819
Tel: 787-404-2204
E-mail: mro@prbankruptcy.com
Web: www.prbankruptcy.com
About Borinquen Natural
Borinquen Natural, LLC, is a corporation organized under the laws
of the Commonwealth of Puerto Rico. It is a limited liability
company engaged in the distribution and sale of a variety of health
food products. Borinquen Natural owns no real estate properties.
Borinquen Natural filed a voluntary petition for Chapter 11
protection (Bankr. D.P.R. Case No. 21-01058) on March 31, 2021,
listing under $1 million in both assets and liabilities. Judge
Mildred Caban Flores oversees the case.
The Debtor tapped Myrna L. Ruiz-Olmo, Esq., at MRO Attorneys at
Law, LLC, as bankruptcy counsel and Trebilcock & Rovira, LLC as
special litigation counsel. Albert Tamarez-Vasquez, CPA, at Tamarez
CPA, LLC, is the Debtor's accountant.
BRENT S. HONORE: Sale of Property in Ventress for $395K Approved
----------------------------------------------------------------
Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle
District of Louisiana authorized Brent S. Honore to sell the tract
bearing municipal address 10539 Island Road, in Ventress, Louisiana
70783, for $395,000.
The Property is described as Lot Frt. 92 ft on La Hwy 413 x Depth
to False River situated in Sec. 106, T4S, R10E, N-False River,
S-Hwy 413. E-Victorian Hebert Est., W-Maud Purdy or Assigns, Map
Rec. CB 385 E-122: CB 452 E-149.
The closing attorney is authorized to deduct all reasonable and
customary costs of sale including realtor commissions, to make the
net sale proceeds payable to the Debtors, and to transmit the funds
together with the sales settlement accounting statement to James M.
Herpin, their counsel.
Brent S. Honore and Rhonda P. Honore sought Chapter 11 protection
(Bankr. M.D. La. Case No. 21-10516) on Nov. 2, 2021. The Debtors
tapped James Herpin, Esq., as counsel.
C-CORE-IN LLC: Sale of Balch Springs Property for $376.5K Approved
------------------------------------------------------------------
Judge Harlin Dewayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized C-Core-In, LLC's sale of the
property located at 3918 S Peachtree, in Balch Springs, Texas, to
Souradeth Norvang for $376,500.
The sale is free and clear of all liens, interests, claims and
encumbrances, except for the liens that secure 2022 ad valorem
taxes which will remain attached to the Property.
The parties are authorized and directed to take all actions,
including the execution of documents, necessary or appropriate to
affect the sale of the Property.
At Closing, the Debtor will cause and instruct the title company
coordinating the sale of the Property to pay in full from the
proceeds of the sale of the Property, and the Debtor is authorized
and directed to pay, the amounts as follows:
A. all reasonable, customary and usual costs of Closing in
the sale of the Property including, without limitation, title
policy cost, ad valorem real property taxes for years through 2021
owed with interest at the state statutory rate of 1% per month,
attorney and documents fees, a real estate commission and any
United States Trustee fees associated with such payments;
B. All remaining proceeds will be held in the DIP account
and will not be disbursed without further order of the Court.
The sale is final and will be effective and enforceable immediately
upon entry and will not be stayed pursuant to Bankruptcy Rule
6004(g).
About C-Core-In
C-Core-In, LLC, a company in Balch Springs, Texas, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Texas Case No. 22-30003) on Jan. 3, 2022, disclosing $1,332,000 in
assets and $2,571,789 in liabilities. Joaquin Sole, member, signed
the petition.
Judge Harlin Dewayne Hale oversees the case.
Eric A. Liepins, Esq., serves as the Debtor's legal counsel.
CDP HOLDINGS: Seeks Approval to Hire Kirby Aisner as Legal Counsel
------------------------------------------------------------------
CDP Holdings Group, LLC, and Neighborhood Radiology Management
Services, LLC seek approval from the U.S. Bankruptcy Court for the
Eastern District of New York to hire Kirby Aisner & Curley, LLP as
their legal counsel.
The firm's services include:
(a) advising the Debtor regarding its powers and duties in the
continued management of its property and affairs;
(b) negotiating with creditors and work out a plan of
reorganization and taking the necessary legal steps in order to
effectuate such a plan;
(c) preparing legal papers;
(d) appearing before the bankruptcy court;
(e) attending meetings and negotiating with representatives of
creditors and other parties-in-interest;
(f) advising the Debtor in connection with any potential sale
of its business and assets;
(g) representing the Debtors in connection with obtaining
post-petition financing;
(h) taking any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of liquidation;
and
(i) performing all other legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Partners $450 - $550
Associates $295
Paraprofessionals $150
The firm received a pre-bankruptcy retainer in the total amount of
$113,000 from the Debtor.
Erica Aisner, Esq., an attorney at Kirby Aisner & Curley, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Dawn Kirby, Esq.
Erica R. Aisner, Esq.
Kirby Aisner & Curley LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Telephone: (914) 401-9500
Email: dkirby@kacllp.com
eaisner@kacllp.com
About CDP Holdings Group
CDP Holdings Group, LLC, and affiliate Neighborhood Radiology
Management Services, LLC are management service organizations or
"MSOs" that provide administrative and operational non-medical
services at various diagnostic imaging locations.
CDP Holdings Group and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Lead Case
No. 22-41392) on June 16, 2022.
In the petition filed by Daniel DiPeitro, as sole member, CP
Holdings estimated assets between $1 million and $10 million. The
petition states funds will be available to Unsecured Creditors.
Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP is the Debtors'
counsel.
CENTRO NGD: To Sell Miami Condos Out of Bankruptcy
--------------------------------------------------
Brian Bandell of South Florida Business Journal reports that a
condo rental company owned by Harvey Hernandez, head of Miami-based
Newgard Development Group, inked a deal in Bankruptcy Court to sell
its Miami units.
Miami-based Centro NGD Holdings LLC, which a corporate ownership
statement says is 100% owned by Hernandez, filed for Chapter 11
reorganization protection in February 2022. It owns nine condo
units in Centro Miami, a 352-unit building at 151 S.E. First St.
that Newgard completed in 2016.
The Debtor listed $3.1 million in liabilities, mostly comprising a
mortgage owed to PS Funding. The lender filed a foreclosure lawsuit
against Centro NGD Holdings and Hernandez personally over a $2
million mortgage in 2020.
On June 14, Bankruptcy Judge Robert A. Mark approved Centro NGD
Holdings' reorganization plan, which centers on the sale of the
nine units. Miami-based Lux Rentals Florida LP agreed to pay $3.2
million for them, and PS Funding will limit the recovery of its
mortgage to $2.72 million. The additional funds will pay the other
creditors and the real estate brokers.
Miami attorney Amanda Klopp, who represents the debtor in the case,
couldn’t be reached for comment. The condos sales have yet to
close in county records.
With condo values and rents rising in Miami, many condo owners have
resolved issues with creditors by selling.
Meanwhile, Newgard and Hernandez recently announced plans for
Lofty, a condominium along the Miami River in the Brickell
Financial District with a focus on short-term rentals.
About Centro NGD Holdings
Centro NGD Holdings, LLC is a Miami-based company engaged in
activities related to real estate.
Centro NGD Holdings filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. 22-10961) on
Feb. 6, 2022, listing as much as $10 million in both assets and
liabilities. Harvey Hernandez, managing member, signed the
petition.
Judge Robert A. Mark oversees the case.
Catherine D. Kretzschmar, Esq., at Akerman, LLP, serves as the
Debtor's legal counsel.
CENTURY ALUMINUM: To Temporarily Idle Hawesville Smelter
--------------------------------------------------------
Century Aluminum Company said it will temporarily idle its smelter
in Hawesville, Kentucky, as a direct result of skyrocketing energy
costs.
The company said it expects to idle operations for a period of
approximately nine to twelve months until energy prices return to
more normalized levels. Century continues to explore all available
options to avoid the temporary curtailment.
The Hawesville facility is the largest Century Aluminum smelter in
the U.S. and the largest producer of military-grade aluminum in
North America. It currently employs more than 600 workers, most of
whom unfortunately received notice today under the WARN Act that
they will be temporarily laid off. Century Aluminum is working
with all of its employees and the local union to help identify
unemployment support and training opportunities.
Jesse Gary, the Company's president and chief executive officer,
commented, "This unprecedented rise in global energy prices arising
from the Russian war in Ukraine has dramatically increased the
price of energy in the U.S. and around the globe. The power cost
required to run our Hawesville, KY, facility has more than tripled
the historical average in a very short period. Unfortunately, this
makes it necessary to temporarily curtail operations for
approximately nine to twelve months until energy prices return to
more normalized levels. We are confident that energy prices will
moderate in the next year and believe strongly in the future
prospects of the Hawesville smelter given its recent performance
and the continuing important role it plays in US national
security.
"Our dedicated and highly-skilled employees are like family to us,
and we are saddened that the current energy crisis triggered by the
war in Ukraine has forced us to take this action. We will work
with all of our employees to help them identify local unemployment
resources and training opportunities."
Given the unique circumstances at each of Century's plants, the
company does not have any current plans to idle any other
facility.
About Century Aluminum Company
Century Aluminum Company -- http://www.centuryaluminum.com-- is a
global producer of primary aluminum and operates aluminum reduction
facilities, or "smelters," in the United States and Iceland.
Century Aluminum reported a net loss of $167.1 million for the year
ended Dec. 31, 2021, a net loss of $123.3 million for the year
ended Dec. 31, 2020, a net loss of $80.8 million for the year ended
Dec. 31, 2019, and a net loss of $66.2 million for the year ended
Dec. 31, 2018. As of March 31, 2022, the Company had $1.69 billion
in total assets, $574 million in total current liabilities, $674.9
million in total noncurrent liabilities, and $439.8 million in
total shareholders' equity.
CHERRY MAN: Hearing Thursday on Continued Cash Collateral Access
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Hamid R. Rafatjoo, the Chapter 11
Trustee of Cherry Man Industries, Inc., 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.
The Trustee is permitted to use cash collateral through the
continued hearing pursuant to the budget. The continued hearing on
the matter is scheduled for June 30, 2022 at 10:30 a.m.
The Court said the incorporation of the Orders is without prejudice
to the rights and privileges of creditor Dallas County, Texas.
There will be no priming of Dallas County's liens against the
Debtor's tangible assets that are or were located in Texas and any
lien dispute between Dallas County and Cathay Bank is reserved.
On Mary 24, 2022, the Court entered an Order Granting Chapter 11
Trustee's Motion for Entry of an Order: (1) Approving Sale of
Certain Assets Located in Grand Prairie, Texas Free and Clear of
All Liens, Claims, Encumbrances and Other Interests Pursuant to
Asset Purchase Agreement; (2) Waiving the 14-Day Stay Period Set
Forth in Bankruptcy Rule 6004(h); (3) Authorizing Payment of
Post-Petition Rent Claim of Landlord; and (4) Granting Related
Relief. Pursuant to the terms of the Sale Order, the 2021 ad
valorem business personal property taxes owed to Dallas County have
been paid.
Pursuant to the terms of the Sale Order, to the extent not already
done, the Trustee will segregate $106,742 in a separate account as
adequate protection of any liens that Dallas County holds to secure
the 2022 ad valorem business personal property taxes owed to it.
The liens of Dallas County, Cathay Bank, and the U.S. Small
Business Administration will attach to the funds and proceeds of
that account in the same order of priority, validity, and extent as
their pre-petition liens attached to the personalty sold. The
amount of these funds will not be dispositive of the amount of
Dallas County's claim for unpaid year 2022 ad valorem property
taxes or limit the amount that Dallas County shall receive upon
allowance of its claim. The Trustee may not use the funds or
proceeds of that account absent the consent of Dallas County or
further Court order.
As adequate protection for the SBA, the lender is granted
replacement liens against its prepetition collateral in the same
order of priority, validity, and extent as its prepetition liens.
A copy of the order is available at https://bit.ly/3bnGCLE 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.
CHRIS PETTIT: Sold Properties to Same Buyer Prior to Bankruptcy
---------------------------------------------------------------
Patrick Danner of San Antonio News reports that less than two
months before Christopher "Chris" Pettit's San Antonio law firm,
Chris Pettit & Associates, collapsed amid allegations that he stole
millions of dollars from clients, he entered into a series of
peculiar real estate transactions.
He sold at least seven properties in the San Antonio area to the
same buyer -- Sin Reposo LLC. Among them was Pettit's main law
office building at 11902 Rustic Lane.
Sin Reposo also entered into an option to purchase a mansion at 555
Argyle Ave. in Alamo Heights overlooking Olmos Dam, according to a
bankruptcy court filing this week. And it acquired a property at
200 Alameda Circle in Olmos Park from Pettit in January 2022.
The nine properties are valued at more than $10 million.
Sin Reposo's sole member and manager is Garrett Glass, who also
serves as chief financial officer of EF EnergyFunders Inc., an oil
and gas investment company that's based in Calgary but maintains
its executive offices in San Antonio. It appointed him to the post
in March.
Pettit had a connection to EnergyFunders until allegations that he
had looted clients became public. On May 20, 2022 a day after the
Express-News first reported on his legal troubles, Pettit resigned
from the board of EnergyFunders, a penny-stock firm that trades on
the TSX Venture Exchange in Canada.
More than a dozen lawsuits were filed against Pettit and his law
firm, Chris Pettit & Associates, before both filed for Chapter 11
bankruptcy June 1. Pettit listed $27.8 million in assets and $115.2
million in debts in his personal bankruptcy, making it among the
largest ever in San Antonio. The bankruptcies put a hold on the
litigation.
'Ponzi scheme'
Pettit operated a "Madoff-like Ponzi scheme for years," this week's
filing in the bankruptcy case alleged. Bernard "Bernie" Madoff
orchestrated the largest such scheme in history, resulting in
combined losses of almost $65 billion for thousands of victims. He
died in prison last year at 82.
Pettit surrendered his law license the week after the bankruptcies
were filed, and the allegations against him have sparked an FBI
investigation. He was an estate-planning and personal-injury
lawyer.
It couldn't be determined why Pettit entered into the transactions
with Sin Reposo or how they were structured. Two of his attorneys
didn't respond to a request for comment.
Some others questioned the transactions' propriety.
"It does look questionable," San Antonio bankruptcy lawyer Steven
G. Cennamo, who is not involved in the case, said of the transfers.
"It needs to be looked at. The question is whether there's a
problem with it."
In individual bankruptcy petitions, debtors must complete a
statement of financial affairs. One of the questions on the form
asks if the debtor sold or transferred any property to anyone
within two years of the filing.
Pettit answered "yes" but made no mention of the properties deeded
to Sin Reposo. He signed the form under penalty of perjury that his
answers were correct.
"On the eve of filing (bankruptcy), he makes all these transfers,
doesn't disclose them under oath — and the guy's a lawyer. He
knows that this needs to be disclosed," said Martin Seidler, a San
Antonio bankruptcy lawyer representing creditors in the case. "He
made a false statement under oath."
Other omissions?
Seidler wants Chief U.S. Bankruptcy Judge Craig Gargotta to direct
Pettit to amend his bankruptcy schedules and statement of financial
affairs within 10 days of a court order.
The judge is scheduled to take up the request Monday, June 20,
2022.
Seidler alleges Pettit omitted other information, including the
transfer of two vehicles — a Mercedes and Porsche — to his
friend and accountant.
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Among the properties Pettit transferred to Sin Reposo were:
* A house at 711 Contour Drive in Olmos Park. It's appraised by
the Bexar Appraisal District at nearly $1.9 million.
* The property at 200 Alameda Circle valued at $1.8 million. Sin
Reposo has since sold the property and the house has been
demolished.
* An apartment building at 488 E. Olmos Drive valued at almost
$594,000.
* A house at 772 Lakebreeze Drive in Canyon Lake valued at $1.2
million.
* His law office building valued at $450,000.
Confusingly, Pettit reported in his property schedule that he owns
or has an interest in the law office building and the Canyon Lake
house.
In the same schedule, Pettit valued the mansion at 555 Argyle —
which Sin Reposo holds an option to purchase — at $3.6 million.
Transfers' timing
The transfers occurred around the time some of Pettit's clients
obtained huge court judgments against him and his firm. One couple
in Spring were awarded about $908,000 in actual damages and
$500,000 in punitive damages in state District Court in San
Antonio. The defendants "knowingly and intentionally committed
theft,"On April 18, a small group of creditors received a $2.4
million judgment in Bexar County Probate Court.
The sales are likely to receive scrutiny from San Antonio attorney
Eric Terry, who has been appointed Chapter 11 trustee. His duties
will include hiring professionals to track down assets and client
funds.
Given that Pettit didn't disclose the sales on his bankruptcy form,
it's not known whether he received anything in return or what he
may have done with the proceeds. That information was to have been
reported on the form.
Terry will probably want to know if Pettit received "reasonably
equivalent value" in return for selling the properties to Sin
Reposo.
If he didn't, or if the transactions are deemed fraudulent because
they were intended to keep money out of the bankruptcy, then under
the bankruptcy code Terry could "avoid any transfer" of property
within two years of the bankruptcy petition.
Besides his roles with Sin Reposo and EnergyFunders, Glass is
manager of Source-Texas LLC. It's planning to develop a 600-unit
apartment complex just off of Interstate 10 in Scenic Loop-Boerne
Stage Corridor.
He listed Sin Reposo's address in state corporate records as his
home in Olmos Park. He didn't respond to messages seeking comment.
About Chris Pettit & Associates
Chris Pettit & Associates, P.C., is a personal injury law firm in
Texas.
Chris Pettit & Associates and principal Christopher John Pettit
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D. Tex. Case No. 22-50591 and 22-50592) on June 1, 2022.
The Debtors have sought joint administration of their Chapter 11
cases.
In the petition filed by Christopher John Pettit, as president, the
firm estimated assets up to $50,000 and liabilities between
$100,000 and $500,000.
Michael G. Colvard, Esq., of MARTIN & DROUGHT, P.C., is the
Debtors' counsel.
CHRISTIAN CARE: $5.85MM DIP Loan OK'd on Final Basis
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Christian Care Centers, Inc. and
Christian Care Centers Foundation, Inc. to use cash collateral and
obtain postpetition financing on a final basis.
The Debtors obtained a secured, superpriority, postpetition
financing of $2,500,000 on an interim basis and up to an additional
$3,350,000 on a final basis for a total of $5,850,000,00 funded
with the proceeds of a bond issued under and pursuant to the
Indenture dated as of May 22, 2022 by and between CCCI, as DIP
Issuer, and UMB Bank, N.A., as trustee.
A critical need exists for the Debtors to obtain funds to fund the
operational, capital and administrative needs of the Campuses,
solely to the extent set forth under the Budget and under the DIP
Facility.
The Debtors are obligated to UMB Bank, N.A., in its capacity as
successor trustee under the Bond Indenture, for the benefit of the
beneficial holders of the tax-exempt Bonds authorized and issued by
the Mesquite Health Facilities Development Corporation, including
(i) the Issuer's Retirement Facility Revenue Bonds (Christian Care
Centers, Inc. Project), Series 2014, issued in the original
aggregate principal amount of $30,770,000, and (ii) the Issuer's
Retirement Facility Revenue Bonds (Christian Care Centers, Inc.
Project), Series 2016, issued in the original aggregate principal
amount of $26,205,000. The Bonds were issued pursuant to the
Indenture of Trust dated as of May 15, 2000 between the Issuer and
JPMorgan Chase Bank, N.A., as original bond trustee.
The Issuer loaned the proceeds of the Bonds to the Christian Care
Centers, Inc. pursuant to the Loan Agreement dated as of May 15,
2000, between the Issuer and CCCI.
As of the Petition Date, the Debtors assert the amounts due and
owing by CCCI with respect to the Bonds and the obligations under
the Bond Documents are:
* Unpaid principal on the Bonds in the amount of $50,800,000;
* Accrued but unpaid interest on the Bonds in the amount of
$3,112,574 as of May 16, 2022; and
* unliquidated, accrued and unpaid fees and expenses of the
Secured Party and its professionals incurred through the Petition
Date. Such amounts, when liquidated, will be added to the aggregate
amount of the Bond Claim.
As adequate protection, the Secured Party is granted customary
adequate protection in exchange for its consent to the DIP Issuer's
use of cash collateral and for the priming of its liens by the
liens securing the DIP Bond, including, but not limited to,
replacements liens against the Collateral and superpriority claims,
both to extent of diminution, senior to all other liens and
administrative expense claims, other than those held by the DIP
Lender and subject to the Carve-Out.
The "Carve-Out" means the sum of:
(a) an aggregate amount not to exceed the sum of (i) the
unpaid dollar amount of the fees and expenses of professionals
retained by the Debtors or a Committee, if any, to the extent (A)
provided for under the Budget and (B) incurred or accrued prior to
and remaining unpaid at such time as the DIP Lender delivers
written notice of an Event of Default, plus (ii) the dollar amount
of the fees and expenses of the professionals retained by the
Debtors to the extent incurred or accrued after delivery of a
Carve-Out Notice, in an aggregate amount not to exceed $250,000, in
each of (i) and (ii) to the extent allowed by the Bankruptcy Court
at any time, whether by interim order, procedural order, or
otherwise, plus
(b) the statutory fees of the United States Trustee pursuant
to 28 U.S.C. section 1930 and the fees of the Clerk of the Court
plus any interest at the statutory rate, plus
(c) reasonable fees and expenses up to $25,000 incurred by any
patient care ombudsman appointed in the Bankruptcy Case.
A copy of the order is available at https://bit.ly/3NlkL4W from
Epiq Corporate Restructuring, LLC, the claims and noticing agent.
About Christian Care Centers, Inc.
Christian Care Centers, Inc. was incorporated in 1947 as a
nonprofit Texas corporation. The Foundation was incorporated in
1994 also as a nonprofit Texas corporation. CCCI, a faith-based
organization, operates three senior living housing and health care
campuses in the Dallas/Fort Worth Metroplex. In addition, CCCI
owns unimproved real property in Dallas County and Tarrant County,
adjacent to the Mesquite and Fort Worth communities. The Foundation
is a supporting organization that serves as an endowment
organization for CCCI.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-80000) on May 23,
2022. In the petition signed by Mark Shapiro, as chief
restructuring officer, the Debtor disclosed up to $100 million in
both assets and liabilities.
Judge Stacey G. Jernigan oversees the case.
The Debtor tapped Husch Blackwell LLP as counsel, GlassRatner
Advisory and Capital LLC d/b/a B. Riley Advisory Services as
restructuring advisor, Houlihan Lokey Capital, Inc. as investment
banker, and Epiq Corporate Restructuring, LLC as claims and
noticing agent.
CHRISTIAN CARE: Taps Houlihan Lokey Capital as Financial Advisor
----------------------------------------------------------------
Christian Care Centers, Inc. and Christian Care Centers Foundation,
Inc. seek approval from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Houlihan Lokey Capital, Inc. as their
financial advisor and investment banker.
The firm's services include:
(a) assisting in the development and distribution of selected
information, documents and other materials, including, if
appropriate, advising the Debtors in the preparation of an offering
memorandum;
(b) assisting the Debtors in evaluating indications of
interest and proposals regarding any transaction(s) from current
and/or potential lenders, equity investors, acquirers and/or
strategic partners;
(c) assisting the Debtors with the negotiation of any
transaction(s), including participation in negotiations with
creditors and other parties involved in any transaction(s);
(d) providing expert advice and testimony regarding financial
matters related to any transaction(s), if necessary;
(e) attending meetings of the Board of Directors, creditor
groups, official constituencies and other interested parties, as
the Debtors and Houlihan Lokey mutually agree;
(f) providing weekly updates to the Debtors, upon Debtors'
reasonable require; and
(g) provide such other financial advisory and investment
banking services as may be agreed upon by Houlihan Lokey and the
Debtors.
The firm will be compensated as follows:
(a) Monthly Fees: In addition to the other fees provided for,
upon the execution of this Agreement and on the 20th day of each
month thereafter during the term of this Agreement, commencing with
August 20, 2021, the Debtor shall pay Houlihan Lokey in advance,
without notice or invoice, a nonrefundable cash fee of $50,000,
provided, however, if the Debtor is or becomes a debtor under
Chapter 11 of the Bankruptcy Code, whether voluntarily or
involuntarily, the rate of the Monthly Fee thereafter shall
increase to $75,000. Each Monthly Fee shall be earned upon Houlihan
Lokey's receipt thereof in consideration of Houlihan Lokey
accepting this engagement and performing services. Fifty percent of
the Monthly Fees after the sixth Monthly Fee previously paid on a
timely basis to Houlihan Lokey shall be credited against the next
Transaction Fee to which Houlihan Lokey becomes entitled (it being
understood and agreed that no Monthly Fee shall be credited more
than once), except that, in no event, shall such Transaction Fee be
reduced below zero.
(b) Transaction Fee(s): In addition to the other fees provided
for, the Debtor shall pay Houlihan Lokey the following transaction
fee(s):
i. Restructuring Transaction Fee. Upon the earlier to
occur of: (I) in the case of an out-of-court Restructuring
Transaction, the closing of such Restructuring Transaction; and
(II) in the case of an in-court Restructuring Transaction, the
effective date of a confirmed plan of reorganization or liquidation
under Chapter 11 or Chapter 7 of the Bankruptcy Code, Houlihan
Lokey shall earn, and the Debtor shall promptly pay to Houlihan
Lokey, a cash fee of $1,150,000;
ii. Sale Transaction Fee. Upon the closing of a Sale
Transaction of all three of CCCI's communities in a single
transaction, Houlihan Lokey shall earn, and the Debtor shall
thereupon pay to Houlihan Lokey immediately and directly from the
gross proceeds of such Sale Transaction, as a cost of such Sale
Transaction, a cash fee based on Aggregate Gross Consideration
(AGC), calculated as follows:
For AGC up to $45 million: $1,150,000, plus
For AGC from $45 million to $55 million: 3
percent of such incremental AGC, plus
For AGC in excess of $55 million: 5 percent of
such incremental AGC.
In the event of one or more Sale Transaction closes which does not
constitute a Comprehensive Transaction, Houlihan Lokey shall earn,
and the Debtor shall thereupon pay to Houlihan Lokey immediately
and directly from the gross proceeds of each such Sale Transaction,
as a cost of such Transaction, a cash fee based on AGC of all
Transactions, calculated as follows:
For the first such Sale Transaction:
For AGC up to $45 million: $800,000, plus
For AGC from $45 million to $55 million: 3
percent of such incremental AGC, plus
For AGC in excess of $55 million: 5 percent of
such incremental AGC.
For each subsequent Sale Transaction:
For AGC up to $45 million: $400,000, plus
For AGC from $45 million to $55 million: 3
percent of such incremental AGC, plus
For AGC in excess of $55 million: 5 percent of
such incremental AGC.
iii. Financing Transaction Fee. Upon the closing of each
Financing Transaction, Houlihan Lokey shall earn, and the Debtor
shall thereupon pay to Houlihan Lokey immediately and directly from
the gross proceeds of such Financing Transaction, as a cost of such
Financing Transaction, a cash fee equal to the sum of: (I) 2.0 of
the gross proceeds of any indebtedness raised or committed that is
senior to other indebtedness of the Debtor, secured by a first
priority lien and unsubordinated, with respect to both lien
priority and payment, to any other obligations of the Debtor (other
than with respect to debtor-in-possession financing); and (II) 3.5
percent of the gross proceeds of any indebtedness raised or
committed that is secured by a lien (other than a first lien), is
unsecured and/or is subordinated. It is understood and agreed that
if the proceeds of any such Financing Transaction are to be funded
in more than one stage, Houlihan Lokey shall be entitled to its
applicable compensation hereunder upon the closing date of each
stage. The Financing Transaction Fee(s) shall be payable in respect
of any sale of securities whether such sale has been arranged by
Houlihan Lokey, by another agent or directly by the Debtor or any
of its affiliates. Any non-cash consideration provided to or
received in connection with the Financing Transaction (including
but not limited to intellectual or intangible property) shall be
valued for purposes of calculating the Financing Transaction Fee as
equaling the number of Securities issued in exchange for such
consideration multiplied by (in the case of debt securities) the
face value of each such Security. The fees shall be in addition to
any other fees that the Debtor may be required to pay to any
investor or other purchaser of Securities to secure its financing
commitment.
Any Restructuring Transaction Fee, Sale Transaction Fee and
Financing Transaction Fee is each referred to herein as a
"Transaction Fee" and are collectively referred to as "Transaction
Fees." All payments received by Houlihan Lokey pursuant to this
Agreement at any time shall become the property of Houlihan Lokey
without restriction. No payments received by Houlihan Lokey
pursuant to this Agreement will be put into a trust or other
segregated account.
The firm received a retainer in the amount of $5,000.
Andrew Turnbull, a managing director at Houlihan Lokey, disclosed
in court filings that the firm is a "disinterested person" within
the meaning of Bankruptcy Code Section 101(14).
The firm can be reached through:
Andrew Turnbull
Houlihan Lokey Capital, Inc.
111 South Wacker Dr., 37th Fl.
Chicago, IL 60606
Tel: 312-456-4700
Fax: 312-346-0951
About Christian Care Centers
Christian Care Centers, Inc. (CCCI) was incorporated in 1947 as a
nonprofit Texas corporation. Christian Care Centers Foundation,
Inc. was incorporated in 1994 also as a nonprofit Texas
corporation. CCCI, a faith-based organization, operates three
senior living housing and health care campuses in the Dallas/Fort
Worth Metroplex. In addition, CCCI owns unimproved real property in
Dallas County and Tarrant County, adjacent to the Mesquite and Fort
Worth communities. The Foundation is a supporting organization that
serves as an endowment organization for CCCI.
CCCI and Christian Care Centers Foundation sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case
No. 22-80000) on May 23, 2022. In the petitions signed by Mark
Shapiro, chief restructuring officer, the Debtors disclosed up to
$100 million in both assets and liabilities.
Judge Stacey G. Jernigan oversees the cases.
The Debtors tapped Husch Blackwell, LLP as counsel; Glassratner
Advisory & Capital, LLC as restructuring advisor; and Houlihan
Lokey Capital, Inc. as investment banker. Epiq Corporate
Restructuring, LLC is the claims, noticing, and solicitation
agent.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on June 3,
2022.
CREDITO REAL: U.S. Filing Reportedly Has Backing of Larger Group
----------------------------------------------------------------
As widely reported, a group of Credito Real SAB unsecured
bondholders is seeking to force Mexico's largest payroll lender
into bankruptcy in New York, in the U.S..
Institutional Multiple Investment Fund, Banco Monex and Solitaire
Fund filed an involuntary Chapter 11 petition against Credito Real,
a maneuver that would put the Mexico City-based company before a US
judge if it's allowed to proceed.
The lender will continue operating normally and plans to oppose the
U.S. filing, according to a statement.
Banco Monex, et al., have $8 million in unsecured bond claims
against the Company. But the filing of the involuntary petition
has the backing of a larger group of unsecured creditors, according
to a person with knowledge of issue, Bloomberg reported.
The Company will have the chance to argue that the U.S. case should
be dismissed at a hearing in New York bankruptcy court. The
hearing has not yet been set.
About Credito Real SAB
Credito Real SAB de CV SOFOM ENR is a Mexico-based company that
provides consumer financing. Credito is Mexico's biggest payroll
lender and second largest non-bank lender after Real Unifin.
Credito Real provides loans, either by providing direct financing
to consumers or by establishing financing programs with consumer
financing dealers that sell to Credito Real the collection rights
from consumer financing products. It also provides financing
directly to individuals that are employed by corporations with
payroll deduction agreements with consumer financing dealers
authorized by Credito Real. Credito Real operates through a number
of subsidiaries, including AFS Acceptance LLC.
Credito Real failed to pay a 170 million Swiss franc ($184 million)
bond due Feb. 9, 2022. It had been looking to line up financing
from existing creditors.
In early June, it was reported Credito Real had been weighing a
Chapter 11 filing after defaulting on a repayment of the Swiss
franc bond. But Bloomberg News later reported June 10 that the
Mexican company has scrapped its U.S. bankruptcy plans and is
instead planning to pursue insolvency proceedings in Mexico known
as concurso mercantil.
Three alleged creditors signed a petition to send Credito Real to
Chapter 11 bankruptcy on June 22, 2022 (Bankr. S.D.N.Y. Case No.
22-10842). Institutional Multiple Investment Fund LLC, of Boston,
Massachusetts; Banco Monex, S.A., of Mexico, and Solitaire Fund, of
Liechtenstein, who claim to own an aggregate $8 million of
unsecured bond debt, signed the involuntary Chapter 11 petition.
David H. Botter of Akin Gump Strauss Hauer & Feld LLP is advising
the three bondholders.
CRYSTAL SPOON: Wins Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized The Crystal Spoon Corp. to use cash collateral on an
interim basis in the ordinary course of its business in accordance
with the terms of the Second Interim Cash Collateral Order and the
Budget.
The United States Small Business Administration may have a fully
perfected first priority security interest.
As adequate protection, the SBA is granted on an interim basis: (a)
valid, enforceable, unavoidable, and fully perfected replacement
liens upon all existing and after-acquired tangible and intangible
personal and real property and assets of the Debtor of any kind or
nature, whether existing prior to or acquired after the Petition
Date and wherever located, and all products and proceeds of all of
the foregoing, only to the extent the prepetition liens were or
deemed valid, perfected and enforceable as of the Petition Date.
The security interests and liens granted and regranted: (i) are and
will be in addition to all security interests, liens and rights of
set-off existing in favor of the Cash Collateral Creditor on the
Petition Date; (ii) will secure the payment of indebtedness to the
Cash Collateral Creditor in an amount equal to the aggregate Cash
Collateral used or consumed by the Debtor and any diminution in the
value of the Collateral; and (iii) will be deemed to be
automatically perfected without the necessity of any further action
by the Cash Collateral Creditor or the Debtor. Without limitation,
therefore, the Cash Collateral Creditor will not be required to
file financing statements or other documents in any jurisdiction or
take any other action to validate or perfect the liens and security
interests granted by the Order.
The Replacement Liens are valid, fully perfected, enforceable,
unavoidable and effective by operation of law as of the Petition
Date without any further action by the Debtor.
A further interim hearing on the matter is scheduled for July 13,
2022 at 11 a.m.
A copy of the order and the Debtor's monthly budget is available at
https://bit.ly/3u5jJDe from PacerMonitor.com.
The Debtor projects $664,000 in total sales and $652,900 in total
expenses.
About The Crystal Spoon Corp.
Headquartered in Elmsford, N.Y., The Crystal Spoon Corp., also
known as Top Chef Meals, is into distribution of prepared meals,
co-packing for other suppliers and catering.
Crystal Spoon sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 22-22277) on May 18, 2022, listing
as much as $1 million in both assets and liabilities. Paul Ghiron,
president, signed the petition.
Judge Sean H. Lane oversees the case.
Anne Penachio, Esq., at Penachio Malara, LLP is the Debtor's
counsel.
CTCW-WATERFORD EAST: Taps Latham, Luna, Eden & Beaudine as Counsel
------------------------------------------------------------------
CTCW-Waterford East, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ the law firm of
Latham, Luna, Eden & Beaudine, LLP as its legal counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its rights and duties;
(b) prepare pleadings related to this Chapter 11 case; and
(c) take any and all other necessary action for the proper
preservation and administration of the Debtor's estate.
The hourly rates of the firm's counsel and staff are as follows:
Justin M. Luna $475
Benjamin R. Taylor $250
Experienced Attorneys $475
Junior Paraprofessionals $105
The firm received $6,270 for pre-bankruptcy services.
Justin Luna, Esq., an attorney at Latham, Luna, Eden & Beaudine,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Justin M. Luna, Esq.
Latham, Luna, Eden & Beaudine LLP
201 S. Orange Avenue, Suite 1400
Orlando, FL 32801
Telephone: (407) 481-5800
Facsimile: (407) 481-5801
Email: jluna@lathamluna.com
About CTCW-Waterford East
CTCW-Waterford East, LLC, a company in El Paso, Texas, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 22-01989) on June 3, 2022, disclosing
between $1 million and $10 million in both assets and liabilities.
L. Todd Budgen serves as Subchapter V trustee.
Judge Tiffany P. Geyer oversees the case.
Justin M. Luna, Esq., at Latham, Luna, Eden & Beaudine, LLP is the
Debtor's counsel.
DAVITA INC: Supreme Court Ruling No Impact on Moody's 'Ba2' CFR
---------------------------------------------------------------
Moody's Investors Service says that the U.S. Supreme Court's 7-2
ruling in favor of the petitioner in Marietta Memorial Hospital
Employee Health Benefit Plan v. DaVita Inc. increases business risk
for dialysis services providers as it raises uncertainty over
future reimbursement rates - a social risk - for some dialysis
patients currently under commercial health insurance.
Specifically, the Court found that Marietta's decision to keep
DaVita Inc. (Ba2 stable) out of network for plan members - and
therefore reimburse DaVita on the basis of the Medicare rate - is
lawful. This decision raises business risk for DaVita as it
generates the vast majority of its profits with patients with
commercial insurance. Reimbursement rates for commercially insured
patients far exceed the Medicare rate, making this set of patients
the main source of profit for dialysis providers. That said,
Moody's do not expect a rapid change in DaVita's operating
environment, at least in the near term. As such, there is no impact
on DaVita's ratings, including the Ba2 Corporate Family Rating
(CFR), the Ba2-PD Probability of Default Rating (PDR), the Ba1
senior secured rating and the Ba3 senior unsecured rating. There is
no change to the Speculative Grade Liquidity Rating of SGL-1. The
outlook is stable.
From a credit standpoint, Moody's expect that DaVita will maintain
its leadership position as a major US provider of dialysis services
while maintaining prudent financial policies. The COVID-19 pandemic
has created a major headwind for dialysis companies due to lower
volumes. While volumes have improved, labor cost inflation is
adversely impacting profitability. As a result, Moody's expect
DaVita's leverage (4.3x in the last twelve months to March 31,
2022) will remain elevated over the next 12-18 months.
Longer term, there is a risk that other health plans will follow
suit, which could result in a more material headwind for DaVita.
One mitigating factor is DaVita's significant financial
flexibility, and the company can adapt its financial policy to
offset the impact of lower profits. In 2021, DaVita generated $2.8
billion of EBITDA (Moody's-adjusted) and just over $1.0 billion of
free cash flow (before $1.5 billion of share buybacks).
DaVita Inc., headquartered in Denver, CO, is an independent
provider of dialysis services primarily in the US for patients
suffering from end-stage renal disease (chronic kidney failure).
The company also provides home dialysis services, inpatient
dialysis services through contractual arrangements with hospitals,
laboratory services and other ancillary services. DaVita reported
$11.6 billion of revenues from continuing operations for the last
twelve months period ended March 31, 2022.
DIOCESE OF ROCHESTER: Insurers, Diocese to Pay $148M to Victims
---------------------------------------------------------------
The Catholic Diocese of Rochester in New York and a group of its
insurers have reached a settlement to pay about $148 million to
survivors of sexual abuse by clergy, raising from their previously
court-rejected offer of $35 million.
The settlement, which was filed June 23, 2022, in the U.S.
Bankruptcy Court for the Western District of New York, calls on the
insurers -- including certain London Market Companies, Underwriters
at Lloyd's London, Interstate Fire & Casualty Co. and National
Surety Corp., and Continental Insurance Co. -- to pay about $107
million. The diocese and its affiliated organizations will add
$40.5 million to the fund.
The insurers have agreed to provide a total of $107,250,000 in
funding for the Trust as follows:
Insurer Settlement Amount
------- -----------------
London Market Companies $16,650,000
Underwriters at Lloyd's London $1,100,000
Interstate Fire & Casualty $26,000,000
Continental Insurance Company $63,500,000
------------
TOTAL $107,750,000
Plan of Reorganization Next
Following extensive negotiations in mediation, the Diocese,
together with its parishes and other non-debtor Catholic entities
that share insurance coverage with the Diocese (collectively with
the Diocese, the "DOR Entities"), have reached agreement, subject
to approval by the Court, to resolve all disputes with the Settling
Insurers regarding the availability and extent to which any
policies of insurance issued by the Settling Insurers provide
coverage for sexual abuse claims asserted against the DOR Entities.
In exchange for settlement of the DOR Entities' coverage clams,
and to buy back the Subject Policies, the Settling Insurers have
agreed to pay an aggregate of $107,250,000 to a survivor trust (the
"Trust") to be established pursuant to the Diocese's forthcoming
chapter 11 plan of reorganization (the "Plan").
The Plan will further provide for the DOR Entities to make an
additional contribution of $40,500,000 to the Trust, thereby making
a total of $147,750,000available to satisfy abuse survivor claims.
Last July, the Court denied, without prejudice, a prior motion of
the Diocese seeking approval of a $35 million settlement pursuant
to which LMI would pay $15 million and Interstate would pay $20
million. At the same hearing the Court also denied multiple
motions filed by abuse claimants seeking stay relief to pursue
litigation in state court. In its oral ruling denying both
requests, the Court admonished all parties to "wipe the slate clean
and participate in the mediation with fresh eyes, fresh attitudes,
and minds open to and intent on reaching a global resolution that
will form the basis for a consensual chapter 11 plan."
The Diocese took the Court's words to heart and redoubled its
efforts to seek common ground with the Committee and the insurers
to establish claim valuations and contributions from both insurance
and the DOR Entities that would be reasonable and fair.
Before making the decision to settle with the Settling Insurers,
the Diocese considered several alternative strategies for
monetizing its insurance assets, including moving forward with
litigation in the adversary proceeding (the "Coverage Action") or
assigning its insurance policies to the Trust for post-confirmation
coverage litigation. Ultimately, the Diocese determined that the
interests of survivors in this case would be best served by
achieving certainty with respect to a very substantial insurance
contribution rather than risking the cost, extensive delay, and
uncertain outcome of litigation in pursuit of the theoretical
possibility of a larger recovery at some point in the distant
future.
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the
petition, the diocese was estimated to have $50 million to $100
million in assets and at least $100 million in liabilities.
Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as
the committee's legal counsel and financial advisor, respectively.
DISH NETWORK: Appellate Ruling No Impact on Moody's B2 CFR
----------------------------------------------------------
Moody's Investors Service says the D.C. Court of Appeals decision
to deny Northstar and SNR's appeal of an FCC ruling that determined
that they were ineligible to receive $3.3 billion in small business
discounts is credit negative for DISH Network Corporation (DISH).
DISH remains liable for any payment required to make the FCC whole
for the original auction price of the returned spectrum when it is
reauctioned in the future. Depending on how well the reauction
performs, it could lead to ratings pressure for DISH Network and
DISH DBS (DBS), depending on the amount of the shortfall if any,
and how DISH chooses to fund any potential shortfall. DISH could
also choose to participate in the reauction. If any additional cost
is financed with debt, it could pressure DISH's and /or DBS's B2
Corporate Family Ratings.
In January 2015, DISH, through its partners SNR Wireless and
Northstar Wireless, won AWS-3 spectrum licenses worth $13.3 billion
and claimed $3.3 billion in small business discounts, bringing the
total purchase price of the licenses to approximately $10 billion
which it funded using most of its cash. However, the FCC concluded
that DISH's partners are not eligible for the small business
discounts as they are essentially controlled by DISH and hence
voted to deny the discounts to the company.
In August 2015, the FCC denied the $3.2 billion bidding discount to
Northstar and SNR that won the AWS-3 licenses in January 2015.
Northstar and SNR notified the FCC that they will not be paying the
gross winning bid amounts but rather returned about $3.2 billion of
spectrum to the agency and paid a fine of $516 million so as to not
be considered a "current defaulter" and be eligible to partake in
future auctions. As such, the FCC retains the spectrum licenses but
NorthStar and SNR (and DISH, through a guarantee) all remain
eligible to participate in a re-auction of the assets. In the event
that the winning price at re-auction is less than the bid provided
by Northstar and SNR, they (and DISH, through a guarantee) will be
required to pay the difference, less the $516 million fine already
paid. But DISH may also bid and could win the auction rather than
fund any deficit, which Moody's believes is a more likely outcome.
However, in August 2017 in a court case lodged by Northstar and SNR
against the FCC, the court ruled that the FCC did not provide
Northstar and SNR with ample notice of its objections to
eligibility for the discounts nor an ability to cure those
objections.
The FCC subsequently provided Northstar, SNR and DISH the
opportunity to cure the objections, but after considering the
changes, still ruled against Northstar and SNR. In 2020, Northstar
and SNR challenged the decision, arguing that the FCC did not work
closely enough with them and DISH to cure the issue of DISH's
control. The U.S. Court of Appeals in D.C. upheld the FCC's
decision, asserting the FCC gave sufficient opportunity to cure the
control issue.
DOMUS BWW: Taps Anderson Kill as Insurance Coverage Counsel
-----------------------------------------------------------
Domus BWW Funding, LLC and 1801 Admin, LLC seek approval from the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
employ Anderson Kill, PC as special insurance coverage counsel.
The Debtors require a special counsel to provide legal services
related to insurance coverage issues and insurance-related claims
in the cases styled 41 East 34th Street (NY), L.P. v. BridgeStreet
Worldwide, Inc. et al., Index No. 653057/2018, and GB-SP Holdings,
LLC et al. v. Wayne R. Walker et al., Case No. 9413-VCMR.
The hourly rates of the firm's counsel and staff are as follows:
Carrie Maylor DiCanio, Esq. $655
Mark D. Silverschotz, Esq. $880
Dylan LaMorte, Esq. $415
Associates $295 - $565
Paralegals $165 - $375
In addition, the firm will seek reimbursement for expenses
incurred.
As of the petition date, the firm holds a retainer balance of
$4,167.33.
Carrie DiCanio, Esq., a managing shareholder of Anderson Kill,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Carrie DiCanio, Esq.
Anderson Kill PC
600 17th Street, Suite 2856
Denver, CO 80202
Telephone: (303) 353-0066
Email: cdicanio@andersonkill.com
About Domus BWW Funding and 1801 Admin
Domus BWW Funding, LLC and 1801 Admin, LLC filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Lead Case No. 22-11162) on May 3, 2022, listing up
to $500,000 in assets and up to $50,000 in liabilities.
Judge Eric L. Frank presides over the cases.
The Debtors tapped Aris J. Karlis, Esq., at Karalis PC as
bankruptcy counsel. Dinsmore & Shohl LLP, McGuireWoods LLP, Landis
Rath & Cobb LLP, Perkins Coie LLP, Gateley Plc, and Anderson Kill
PC serve as special counsels.
DOT COM REALTY: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
Dot Com Realty, LLC, doing business as Plato's Closet, asks the
U.S. Bankruptcy Court for the Western District of North Carolina,
Statesville Division, for authority to use cash collateral and
provide adequate protection.
The Debtor proposes to use the cash collateral in accordance with a
formal budget. Because the amount and timing of expenses cannot be
predicted exactly, the Debtor proposes that it be considered in
compliance with the Budget so long as the Debtor does not exceed
the Budget by more than 10% per line item.
The Debtor believes the purported secured creditor is Thread
Capital, Inc., UCC File No. 20200074763B. Pursuant to the filed UCC
Financing Statement, Thread is allegedly secured by interests in
certain property of the Debtor, including, but not limited to,
accounts, accounts receivable, inventory, and cash collateral.
As adequate protection, the Debtor proposes to provide Thread with
a replacement lien in the postpetition assets to the same extent
and priority as existed pre-petition, for all cash collateral
actually expended during the duration of the interim cash
collateral Order. The payments due to Thread are currently in
deferment based upon COVID-19 relief offered by Thread.
Furthermore, Thread is an oversecured creditor who is adequately
protected by the replacement lien on the post-petition assets of
the Debtor.
Due to the emergency nature of the relief requested, the Debtor is
not yet prepared to provide evidence as to any potential equity
cushion in Thread's collateral, but reserves the right to do so at
any subsequent hearing and to seek a determination that Thread is
adequately protected on that basis alone.
A copy of the motion is available at https://bit.ly/3QVboMu from
PacerMonitor.com.
About Dot Com Realty
Dot Com Realty, LLC, doing business as Plato's Closet, filed a
petition for relief under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-30277) on June 20,
2022. In the petition filed by Jayna Davis, managing member, the
Debtor estimated assets and liabilities between $100,000 and
$500,000.
The Law Office of Kimberly A. Sheek serves as the Debtor's counsel.
DRIVE CHASSIS: S&P Affirms 'B' Issuer Credit Rating, Outlook Pos.
-----------------------------------------------------------------
S&P Global Ratings affirmed all ratings, including its 'B' issuer
credit rating on Drive Chassis Holdco LLC (operating as Direct
ChassisLink; DCLI).
The positive outlook reflects S&P's expectation that it could raise
its rating if the transaction closes in line with its current
expectations and does not lead to weaker credit metrics.
Investment firms GIC, OMERS Infrastructure and WrenHouse have
entered into an agreement to acquire DCLI from its current owners,
Apollo Global Management Inc. and EQT AB.
S&P said, "We will need additional information regarding the
company's future capital structure and financial policy before
raising our rating. DCLI and its new owner group have indicated it
will fund the transaction with a significant portion of equity such
that total debt will decline below current levels. We believe this
could support credit metrics commensurate with a higher rating,
even as business normalizes over the next 12 months following a
period of elevated demand. In order to raise the rating, we will
need to receive more detailed information about the company's
intended capital structure following the close of the transaction.
We will also need to determine if we will consider DCLI's new
owners as financial sponsors. Infrastructure investors sometimes
have longer holding periods than more typical private equity firms,
such as the company's current owners, Apollo Global Management and
EQT, and sometimes pursue less aggressive financial policies.
Therefore, depending on how the company is capitalized and its
financial policy, we could raise our ratings."
DCLI has benefitted in recent quarters from record high port
volumes and a shortage of chassis in most of the markets it serves.
Record import levels, labor shortages, and insufficient warehouse
capacity have all contributed to reduced efficiency within the
intermodal supply chain, leading to reduced throughput at ports and
railroad facilities. Consequently, the time it takes for a shipping
container to reach its final destination has increased, resulting
in chassis remaining on rent for longer periods and increased
utilization of the company's assets. High utilization rates, along
with insufficient domestic production and tariffs on imported
chassis from China, have all contributed to an equipment shortage,
which has also benefited DCLI's pricing. Thus, the company reported
revenue growth of around 30% in 2021 and around 20% in the first
quarter of 2022. The company's S&P Global Ratings-adjusted EBIT
interest coverage was in the low-2x area and funds from operations
(FFO) to debt was in the low-20% area as of the 12 months ended
March 31, 2022. S&P believes these measures should decline somewhat
as demand normalizes but anticipate metrics could still support a
higher rating.
Growth in U.S. import volumes has moderated in recent months, as
increased COVID-19 cases in China led local authorities to close
factories and ports for an extended period. S&P said, "We also
believe that inventory levels at U.S. retailers and the increased
risk of a U.S. recession could contribute to a further reduction in
import demand. Furthermore, U.S. railroads continue to face
operational challenges, mainly due to a shortage of available
labor, which has led to lower intermodal rail volumes. Although we
continue to forecast some revenue growth in 2022, we believe these
factors will contribute to more moderate growth rates from the
prior year. We also will continue to monitor ongoing negotiations
between the Pacific Maritime Association and the International
Longshore and Warehouse Union (ILWU). The ILWU contract expires on
July 1, and any labor-related disruptions could affect major west
coast ports, including Los Angeles and Long Beach, which could lead
to changes in chassis usage patterns."
Nonetheless, DCLI remains well positioned relative to its closest
peers. Of the three major chassis lessors in the U.S., DCLI has the
largest marine fleet and is the only major lessor with a domestic
fleet. The company continues to acquire new chassis, which should
support future revenue growth. S&P also believes that intermodal
rail transportation's greater fuel efficiency could lead shippers
to divert some traffic away from trucks given high diesel prices
over the long term, also benefitting DCLI.
S&P said, "The positive outlook reflects our expectation that DCLI
should benefit from a lower debt load following the transaction, as
well as generally favorable, though more normalized, demand for
intermodal transportation. We will continue to monitor how DCLI's
management and new owners choose to capitalize the business
following the transaction, as well as the financial policy the
company pursues. The company has indicated it expects the
transaction to close by the end of the year.
"We could raise our ratings within the next 12 months if we do not
expect the transaction will lead to weaker credit metrics such that
EBIT interest coverage remains above 1.1x and FFO to debt remains
above 12% on a sustained basis. We will also need to understand the
objectives of the company's new owners, their investment holding
period, and whether they will remain supportive of these ratios
over the longer term.
"We could revise our outlook to stable if we no longer believe the
company's credit metrics will remain in line with a higher rating,
such that EBIT interest coverage declines below 1x or FFO to debt
declines to the low-single-digit percent area on a sustained
basis."
This could occur if:
-- The company and its new owners pursue a more aggressive
capitalization than we currently expect;
-- Market conditions weaken significantly due to a recession or
work stoppage on the west coast.
ESG Credit Indicators: E-2; S-2; G-3
DUNWOODY LABS: Seeks to Hire MendenFreiman as Special Tax Counsel
-----------------------------------------------------------------
Dunwoody Labs, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire MendenFreiman, LLP as
special tax counsel.
The firm will assist the Debtor with its tax planning, business
planning, and its tax controversies with the Internal Revenue
Service and the Georgia Department of Revenue.
The firm will be paid at these rates:
Lance G. Einstein (Partner) $495 per hour
L. Ashley Duel (Associate) $275 per hour
Sonya M. Junkins (Legal Assistant) $170 per hour
Lance Einstein, Esq., the firm's attorney who will be providing the
services, disclosed in a court filing that he is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Lance G. Einstein, Esq.
5565 Glenridge Con #850
Atlanta, GA 30342
Phone: +1 770-379-1450
Email: leinstein@mendenfreiman.com
About Dunwoody Labs
Dunwoody Labs, Inc., doing business as Precision Point Diagnostics,
is a medical laboratory in Dunwood, Ga.
Dunwoody Labs, Inc. filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-53775) on May
17, 2022, listing up to $10 million in both assets and liabilities.
Cameron M. McCord serves as Subchapter V trustee.
Paul Reece Marr, Esq., at Paul Reece Marr, PC, is the Debtors'
counsel.
DUSAN BRATIC: Sale of Carroll Township Property to Simmons Approved
-------------------------------------------------------------------
Judge Mark J. Conway of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania authorized Dusan Bratic to sell the real
property located at and known as U.S. Route 15 & Harrisburg Street,
in Dillsburg, Carroll Township, York County, Pennsylvania, to
Matthew Simmons and Stephanie Simmons.
Each of the Agreement, bills of sales, releases, other agreements,
certificates, assignments, documents and instruments executed in
connection therewith, and all of the other actions contemplated by
the sale of the Real Property are approved and authorized in
their entirety, except as may be modified in the Order.
The Debtor is authorized to perform all of its obligations under
the Agreement.
As provided in the Order, the Sale Transaction is approved pursuant
to Code Sections 105(a), 363(b), 363(f), 363(m) and 363(n).
Pursuant to the Agreement, the Debtor and Kathleen M. Bratic, as
the "Sellers," will pay costs and expenses associated with the sale
of the Real Property at closing as follows:
a. Any notarization or incidental filing charges required to
be paid by the Debtor as Seller.
b. All other costs and charges apportioned to the Debtor as
Seller;
c. All costs associated with the preparation of the
conveyance instruments and normal services with respect to closing,
including payment of $5,000 on account of legal fees and expenses
owed to Cunningham, Chernicoff & Warshawsky, P.C., professionals,
in connection with implementation of the sale, the presentation and
pursuit of this Motion consummation of closing and otherwise in
connection with this case. All fees and expenses payable to
Cunningham will be subject to such approval as the Bankruptcy Court
may require. It is believed that no further approval is necessary
as to any additional fees of Cunningham, as the Debtor has had a
Plan of Reorganization confirmed. To the extent that any fees or
expenses are required to be approved by the Court and have not yet
been approved by the Court at the time of closing on the sale of
the Real Property, then an estimated sum will be escrowed at
closing pending application to the Bankruptcy Court for approval of
such fees. Upon approval of any fees and expenses by the Bankruptcy
Court, funds in such amount may be distributed from escrow.
Nonetheless, no further approval will be needed as Cunningham has
had a final fee application approved by the Court.
d. Past due real estate taxes and present real estate taxes
pro-rated to the date of closing on the sale.
e. Any municipal charges and liens, pro rated to the date of
closing on the sale.
f. No transfer tax from Debtor is due as the is a sale under
a confirmed Plan of Reorganization and pursuant to Section 1146 of
the Bankruptcy Code, no transfer tax may be imposed upon the
transaction.
g. The sum of $9,000 for personal income taxes estimated to
be owed from the sale of the Debtor's Real Property.
h. Payment of United States Trustee's Fees of up to $2,400,
resulting from the transaction.
i. Real estate commission of 6% to RSR Realty.
Subsequent to the payment of costs of sale as set forth, the Debtor
will pay $150,000 to Beaudry on account of the obligation in favor
of Beaudry to be secured on the Real Property, and as part of the
Financing Motion, if such Motion has been presently approved by the
Court.
Thereafter, the balance of the net proceeds will be paid to S&T
Bank, formerly Integrity Bank, to be applied to Loan Nos.
1500434750, 1500435150, 1500063550, 1130010185, 2000378824-200.
Subject to the distributions set forth in the Order, all Liens and
Claims will be transferred and attach to the net proceeds obtained
for the Real Property.
A hearing on the Motion was held on June 14, 2022.
Dusan Bratic sought Chapter 11 protection (Bankr. M.D. Pa. Case No.
11-06413) on Sept. 19, 2011.
DUSAN BRATIC: Sale of Gettysburg Property to Rappaport & Cohen OK'd
-------------------------------------------------------------------
Judge Mark J. Conway of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania authorized Dusan Bratic to sell the real
property located at and known as Route 30 & Camp Letterman Drive,
in Gettysburg, Adams County, Pennsylvania, to Louis B. Rappaport
and Kenneth A. Cohen.
Each of the Agreement, bills of sales, releases, other agreements,
certificates, assignments, documents and instruments executed in
connection therewith, and all of the other actions contemplated by
the sale of the Real Property are approved and authorized in
their entirety, except as may be modified in the Order.
The Debtor is authorized to perform all of its obligations under
the Agreement.
As provided in the Order, the Sale Transaction is approved pursuant
to Code Sections 105(a), 363(b), 363(f), 363(m) and 363(n).
Pursuant to the Agreement, the Debtor and Kathleen M. Bratic, as
the "Sellers," will pay costs and expenses associated with the sale
of the Real Property at closing as follows:
a. Any notarization or incidental filing charges required to
be paid by the Debtor as Seller.
b. All other costs and charges apportioned to the Debtor as
Seller;
c. All costs associated with the preparation of the
conveyance instruments and normal services with respect to closing,
including payment of $10,000 on account of legal fees and expenses
owed to Cunningham, Chernicoff & Warshawsky, P.C., professionals,
in connection with implementation of the sale, the presentation and
pursuit of this Motion consummation of closing and otherwise in
connection with this case. All fees and expenses payable to
Cunningham will be subject to such approval as the Bankruptcy Court
may require. It is believed that no further approval is necessary
as to any additional fees of Cunningham, as the Debtor has had a
Plan of Reorganization confirmed. To the extent that any fees or
expenses are required to be approved by the Court and have not yet
been approved by the Court at the time of closing on the sale of
the Real Property, then an estimated sum will be escrowed at
closing pending application to the Bankruptcy Court for approval of
such fees. Upon approval of any fees and expenses by the Bankruptcy
Court, funds in such amount may be distributed from escrow.
Nonetheless, no further approval will be needed as Cunningham has
had a final fee application approved by the Court.
d. Past due real estate taxes and present real estate taxes
pro-rated to the date of closing on the sale.
e. Any municipal charges and liens, pro rated to the date of
closing on the sale.
f. No transfer tax from Debtor is due as the is a sale under
a confirmed Plan of Reorganization and pursuant to Section 1146 of
the Bankruptcy Code, no transfer tax may be imposed upon the
transaction.
g. The sum of $30,000 for personal income taxes estimated to
be owed from the sale of the Debtor's Real Property.
h. Payment of United States Trustee's Fees of up to $8,000,
resulting from the transaction.
i. Real estate commission of 6% to RSR Realty.
Subsequent to the payment of costs of sale as set forth, the Debtor
will utilize funds to pay creditors pursuant to his Plan in the
order of priority. The net proceeds will be utilized to pay a large
amount of state income taxes.
Subject to the distributions set forth in the Order, all Liens and
Claims will be transferred and attach to the net proceeds obtained
for the Real Property.
A hearing on the Motion was held on June 14, 2022.
Dusan Bratic sought Chapter 11 protection (Bankr. M.D. Pa. Case No.
11-06413) on Sept. 19, 2011.
EASCO BOILER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Easco Boiler Corp.
1175 Leggett Avenue
Bronx, NY 10474
Business Description: Founded in 1926, EASCO is the oldest
minority owned and operated steel
boiler and tank manufacturer in
the country.
Chapter 11 Petition Date: June 27, 2022
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 22-10881
Debtor's Counsel: Alan L. Braunstein, Esq.
RIEMER & BRAUNSTEIN LLP
Times Square Tower, Suite 2506
Seven Times Square
New York, NY 10036
Tel: (617) 880-3516
E-mail: abraunstein@riemerlaw.com
Debtor's
Financial
Advisor: ASI ADVISORS, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Tyren Eastmond as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/5TWRSKI/Easco_Boiler_Corp__nysbke-22-10881__0001.0.pdf?mcid=tGE4TAMA
ECTOR COUNTY ENERGY: Rockland's $144.8M Wins Auction Against LS
---------------------------------------------------------------
Ector County Energy Center LLC, a bankrupt electricity producer, is
selling nearly all assets to Rockland Capital for about $144.8
million.
The sale to Rockland was approved by the U.S. Bankruptcy Court for
the District of Delaware on June 27, 2022.
Ector County Generation LLC, an acquisition entity affiliated with
Rockland Capital, LLC, was the stalking horse bidder with an offer
of $91,250,000. An auction conducted June 22 after LS Power Equity
Advisors, LLC, submitted a competing offer in the amount of
$96,000,000 by the initial bid deadline.
During the auction, investment banker Perella Weinberg Partners LP,
on behalf of the Debtor, orchestrated approximately 193 rounds of
good faith, arms'-length bidding between, and negotiations with,
the bidders, with bid increments of $250,000. Through this
process, Rockland's bid of $144,750,000 (less its Break-Up Fee),
plus an additional $2.7 million in "Incentive Consideration," was
determined to be the highest and best bid for the acquired assets
after LS Power declined to submit a higher bid.
Counsel to Rockland:
BRACEWELL LLP
CityPlace I, 34th Floor
185 Asylum Street
Hartford, CT 06103
Attn: Mark E. Dendinger, Esq.
E-mail: mark.dendinger@bracewell.com
711 Louisiana St., Suite 2300
Houston, Texas 77002
Attn: Ryan S. Holcomb
E-mail: ryan.holcomb@bracewell.com
- and -
BAYARD, P.A.
600 N. King Street, Suite 400
P.O. Box 25130
Wilmington, DE 19899
Attn: Erin Fay, Esq.
E-mail: efay@bayardlaw.com
Rockland Capital -- http://www.rocklandcapital.com/-- is a private
equity company that was formed in early 2003 in order to acquire
and develop selected investment opportunities in power and energy
infrastructure markets. Rockland is currently investing Rockland
Power Partners III, LP, a $454 million private equity fund with
investors that include U.S. endowments and foundations, funds of
funds, pension plans and family offices. The firm also manages
Rockland PJM Partners, LP, a $200 million private equity fund,
Rockland Power Partners II, LP, a $425 million fund, and Rockland
Power Partners, LP, a $333 million fund. Investments have been
located throughout the United States and the United Kingdom,
ranging from 1,875 MW to 5 MW, fueled by natural gas, coal,
biomass, oil, energy storage, wind and solar power.
About Ector County Energy Center
Ector County Energy Center, LLC owns and operates a 330 MW natural
gas-fired power generating facility located in Ector County,
Texas.
Due to a large number of lawsuits following the 2021 winter storm,
Ector County Energy Center sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 22-10320) on April 11, 2022. In the
petition signed by CRO John D. Baumgartner, the Debtor estimated
assets between $50 million and $100 million and estimated
liabilities between $500 million and $1 billion.
Judge John T. Dorsey oversees the case.
The Debtor tapped Holland & Knight, LLP as lead bankruptcy counsel;
Polsinelli, PC as local counsel; Locke Lord, LLP and Crowell &
Moring, LLP as special counsels; Perella Weinberg Partners, LP and
Tudor, Pickering, Holt & Co. as investment bankers; and Grant
Thornton, LLP as restructuring advisor. John Baumgartner, managing
director at Grant Thornton, serves as the Debtor's chief
restructuring officer. Donlin Recano & Company Inc. is the claims
agent.
ELDORADO GOLD: Fitch Affirms LongTerm IDR at 'B+', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Eldorado Gold Corporation's (Eldorado)
Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable Rating
Outlook. Fitch has also affirmed Eldorado's senior unsecured notes
at 'B+'/'RR4' and secured revolver at 'BB+'/'RR1'.
The ratings reflect Eldorado's small size and concentration,
average cost position, average operating reserve life greater than
10 years and execution and regulatory risks in Greece.
The Stable Outlook reflects Fitch's expectations that Eldorado will
maintain sufficient liquidity and achieve annual gold production at
an average of over 450,000 ounces through 2025, while total
debt/EBITDA is sustained below 3.0x.
KEY RATING DRIVERS
Average Cost Position: Fitch expects Eldorado to maintain an
average cost position in the second quartile of the cost curve
through the forecast period. Fitch expects that current high costs
at Olympias will moderate through 2025 with improved productivity.
Eldorado reported gold cash costs of $941/oz. and all-in sustaining
costs of $1,347/oz. in 1Q22 compared with 2021 averages of $715/oz
and $1,069/oz, respectively. The increase reflects Omicron-related
absenteeism, weather impacts and power disruptions impacts on
production as well as cost increases from elevated fuel,
electricity and other consumables prices.
The company's key Kisladag (Turkey) mine was in the second quartile
of CRU International Limited's 2021 gold all-in sustaining costs as
was Efemcukuru (Turkey), Lamaque (Canada) was in the third-quartile
and Olympias (Greece) was in the fourth-quartile. Kisladag
accounted for 37%, Lamaque accounted for 32%, Efemcukuru accounted
for 19% and Olympias accounted for 12% of 2021 gold production.
Declining Growth Spending: Fitch expects sustaining capital to
remain at or under $150 million per year over the rating horizon.
Our assumption of $150 million for growth capex in 2022 and $110
million in 2023 includes elevated capitalized exploration and
declining project growth capex with the completion of the
Triangle-Sigma decline at Lamaque and the construction of the
high-pressure grinding roll circuit at Kisladag in 2021.
Project Pipeline Upside: Successful completion of the Skouries
gold-copper project in Greece would improve the company's overall
cost position and provide diversification through copper exposure
but could result in leverage above sensitivities before production
is fully ramped-up depending on the company's financing plans.
Fitch's rating case includes 2022 preconstruction capex of $40
million for Skouries and $1 million for Perama Hill, also in
Greece, but has not included construction spending since
construction has not been approved.
The company expects construction at Skouries to cost about $845
million (inclusive of the $40 million to be spent in 2022),
initially, on a 100% basis, and to take about 30 months. The
technical report (Jan. 22, 2022) indicates a nine-year mine life
for phase one and a further 11 years for phase two producing
140,000 ounces of gold per year on average over the life of the
mine at cash costs in the low first quartile. The company continues
to evaluate financing options for the Skouries project, and
management stated that a strategic joint venture partner at the
Kassandra level is the optimum strategy. The Perama Hill project is
further back in potential sequencing, given that it is undergoing
additional optimization and studies in advance of permitting
activity.
Gold Price Sensitivity: In 2021, roughly 89% of revenue was derived
from gold sales. Fitch estimates a 10% drop in the price of gold
would reduce EBITDA by roughly $80 million in 2022. The rating case
assumes gold prices at $1,800/oz in 2022, $1,600/oz in 2023,
$1,400/oz in 2024 and $1,300/oz thereafter, compared with average
realized gold prices of USD1,775/oz in 2021 and USD1,889/oz in
1Q22. Fitch expects average annual EBITDA to be around $300 million
over the rating horizon.
Leverage Expectations: Fitch expects total debt/EBITDA to range
between 1.4x and 2.0x and for exploration and growth capex to
result in limited FCF. Development capex will require external
financing and Fitch expects Eldorado to finance projects in a
credit conscious manner so that total debt/EBITDA is sustained at
or below 3.0x.
DERIVATION SUMMARY
Eldorado is smaller and less diversified than copper, zinc and
precious metals producer Hudbay Minerals Inc. (BB/Stable) but
larger and more diversified than copper producer Ero Copper Corp.
(B/Stable). Eldorado has some operations in higher regulatory risk
jurisdictions compared with Hudbay and Ero Copper.
Operating reserve life in 2021 for Eldorado was 17 years, which
compares favorably with most investment-grade rated gold mining
peers. Eldorado's cost position is similar to most investment-grade
gold mining peers.
Eldorado Gold's total debt/operating EBITDA was 1.3x at March 31,
2022 and is generally expected to be below 2.0x, in line with
expectations for peers Hudbay's and Ero Copper.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
-- Gold sales at 450,000 ounces in 2022; 500,000 ounces in 2023;
530,000 ounces in 2024 and 510,000 ounces in 2025;
-- Gold prices at $1,800/oz. in 2022, $1,600/oz. in 2023,
$1,400/oz in 2024 and $1,300/oz., thereafter;
-- EBITDA margins at about 33% in 2022 improving to about 40% in
2023 and 2024 before declining to 35% in 2024;
-- Capex at $300 million in 2022, $260 million in 2023 and $150
million per year thereafter;
-- Skouries construction capital is minimal given that the
project has not been approved.
KEY RECOVERY RATING ASSUMPTIONS:
-- The recovery analysis assumes that Eldorado Gold. would be
reorganized as a going-concern in bankruptcy rather than
liquidated;
-- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation.
The GC EBITDA assumption for this gold producer reflects the
industry's move from top of the cycle gold prices to $1,000/oz.,
which would stress the capital structure.
An EV multiple of 5x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
The historical bankruptcy case study exit multiples for peer
companies averaged 5.5x.
Fitch uses a multiple of 5.0x, to estimate a value for Eldorado
Gold because of its relatively small size and average cost but
higher country risk.
The $250 million revolver is assumed to be fully drawn upon
default. The first lien revolver loans are is senior to the senior
unsecured notes.
The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' recovery for the first lien
revolver ($250 million) and a recovery corresponding to 'RR4' for
the senior unsecured notes. The 'RR4' for the senior unsecured
notes considers the potential for additional first lien or second
lien borrowings running up to default.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Improved size and scale;
-- Visibility in to the spending, completion risk and financing
on the Skouries project;
-- Expectations for total debt/operating EBITDA to be sustained
below 2.3x;
-- Average cost position maintained in second quartile of global
cost curve;
-- Visibility into maintaining low risk mines with an average
operating mine life greater than 10 years.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Expectations for total debt/operating EBITDA sustained above
3.3x;
-- Deviation from financial policy without a clear path towards
de-leveraging during periods of heavy investment spending.
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
Solid Liquidity: Cash on hand was $375 million and $249.7 million
was available under a $250 million revolving credit facility due in
2025, as of March 31, 2022. The facility has a net debt/EBITDA
covenant maximum of 3.5x and an interest coverage covenant of no
less than 3.0x. Fitch expects Eldorado to continue to be in
compliance with these covenants.
ISSUER PROFILE
Eldorado Gold Corp. is a small, average cost, Canadian domiciled
gold and base metals producer operating four mines: Kisladag (37%
of 2021 gold production) and Efemcukuru (19% of 2021 gold
production) located in western Turkey, Lamaque (32% of 2021 gold
production) in Canada, and Olympias (12% of 2021 gold production)
located in northern Greece.
SUMMARY OF FINANCIAL ADJUSTMENTS
No material financial adjustments have been made outside standard
criteria.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
Eldorado Gold LT IDR B+ Affirmed B+
Corporation
senior secured LT BB+ Affirmed RR1 BB+
senior unsecured LT B+ Affirmed RR4 B+
FALLS EVENT: Trustee's Sale of Beaverton Condo Unit for $1.3MM OK'd
-------------------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah authorized Michael F. Thomson, the Chapter 11
Trustee of the consolidated bankruptcy estate of The Falls Event
Center, LLC, and affiliates, to sell to Equilibrium QOZB II A LLC
or its assigns for $1.3 million, cash, pursuant to the Purchase and
Sale Agreement and the First Amendment thereto, the real and
personal property located in Beaverton, Oregon, described as:
"A commercial condominium unit located at 12655 SW Millikan
Way, Beaverton, Oregon (which is Unit 1 of The Round Garage
Condominium), consisting of approximately 15,144 square feet Of
commercial space and more particularly described on Exhibit A
attached to the Purchase Agreement, together with (a) all
improvements and fixtures located therein; (b) all personal
property owned by the Seller with respect thereto; and (c) all
transferrable licenses, utility contracts, contracts, plans and
specifications, warranties and other intangible personal property,
rights, easements, privileges and appurtenances related thereto."
The Purchase Agreement, as amended by the First Amendment thereto,
is approved.
The sale is free and clear of liens, claims, encumbrances or
interests, with any valid liens or interests in the Property
attaching to the Net Sale Proceeds.
The Trustee is authorized to disburse the proceeds of sale at
closing to pay (a) the ordinary and customary costs of sale
(including JLL's 4% commission), (b) any outstanding taxes and
assessments, (c) any outstanding common area maintenance expenses
or related charges, (d) any costs that the Consolidated Estate has
incurred in relation to the Property that are allowable under 11
U.S.C. section 506(c) at the time of closing; and (e) all Liens and
Encumbrances other than the TFEC Deed and the TFEC Mortgage.
A copy of the Agreement is available at
https://tinyurl.com/4h8kv6x3 from PacerMonitor.com free of charge.
About The Falls Event Center
The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018. At the time of the filing, the Debtor was estimated to have
assets of $50 million to $100 million and liabilities of $100
million to $500 million.
Judge R. Kimball Mosier oversees the case.
Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. The
Debtor tapped Gil Miller and his firm Rocky Mountain Advisory,
LLC,
as restructuring advisors.
On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.
In November 2018, Judge R. Kimball Mosier entered an order
appointing Michael F. Thomson as Chapter 11 trustee. DORSEY &
WHITNEY LLP is the Trustee's counsel.
On April 30, 2019, the Court appointed Jones Lang Lasalle
Americas,
Inc., and Jones Lang Lasalle Brokerage, Inc., as Real Estate
Broker
for the Trustee.
FIRST BANCORP: Fitch Affirms 'BB/B' IDRs, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed the Long- and Short-Term Issuer Default
Ratings (IDRs) of First Bancorp (FBP) and its subsidiaries at 'BB'
and 'B', respectively. The Rating Outlook is Stable.
Fitch has withdrawn FBP's and its subsidiaries' Support Ratings and
Support Ratings Floors as they are no longer relevant to the
agency's coverage following the publication of Fitch's updated
"Bank Rating Criteria" on Nov. 12, 2021. In line with the updated
criteria, Fitch has assigned FBP and its subsidiaries a Government
Support Rating (GSR) of 'No Support' (ns).
KEY RATING DRIVERS
The affirmation and Stable Outlook reflect FBP's strong financial
metrics despite continued challenges in the Puerto Rican and global
operating environments.
Operating Environment a Constraint: The ratings continued to be
constrained by the challenging and more volatile operating
environment in Puerto Rico. Despite this, FBP's financial profile
has proven to be strong in recent years. Although federal aid and
rebuilding efforts have and will continue to have a positive impact
to the island's economy over the medium term, the economic outlook
of the island over the longer-term is uncertain.
Company Profile Supportive of Rating: FBP maintains a solid
franchise, evidenced by number two overall market share in Puerto
Rico, which continues to support the bank's overall ratings.
However, Fitch views FBP's heavier reliance on net interest income
compared to higher rated Puerto Rican and mainland U.S. peers as a
ratings constraint.
Improved Risk Appetite: FBP's risk profile has improved over the
past several years as the bank has de-risked its loan portfolio by
moving away from higher-loss asset classes. Outside of the Banco
Santander Puerto Rico (BSPR) acquisition in 2020, loan growth has
been muted.
Asset Quality Improving: Similar to most Fitch-rated banks, FBP's
asset quality metrics have outperformed both Fitch's expectations
and historical metrics over the past few years. Although FBP's
asset quality has improved, with lower non-performing assets and
net charge-offs, asset quality remains weaker than U.S. mainland
banks, evidenced by historically higher levels of net charge-offs
and a higher proportion of impaired loans. However, deterioration
in asset quality stemming from inflation, hurricanes, and fiscal
challenges in Puerto Rico has been minimal.
Earnings Improve: FBP posted strong earnings in 2021 and into the
first quarter of 2022 as provision expenses reversed and increased
loan volumes from the BSPR acquisition boosted net interest income
despite NIM compression. As a result, the bank's operating profit
to risk-weighted assets of 3.8% for the year was stronger than most
mainland peers. Fitch views FBP's low efficiency ratio and improved
earnings, offset by the reliance on net interest income, as
supportive of the rating.
Above Peer Capital: FBP's capital ratios, which are maintained at
higher levels compared to most U.S. mainland banks, are solid and
supportive of the bank's rating. The bank's CET 1 ratio as of 1Q22
was 17.7%, flat from the prior year period and down slightly from
17.8% as of YE21. Given FPB's historical risk profile and the
challenging economic environment on the island, Fitch expects FBP,
as well as its Puerto Rican-based peers, to continue to maintain
capital at higher levels than similarly sized U.S. banks.
Solid Funding Profile: FBP's funding profile continues to support
the bank's overall ratings. Similar to many other Fitch-rated banks
in the U.S., FBP saw a marked improvement in its loan-to-deposit
ratio, declining over the past two years to 64% at 1Q22 from 97% at
YE19. Excluding public sector deposits that are collateralized by
securities, FBP's loan-to-deposit ratio would be about 74%, a level
which falls slightly below the median of higher-rated U.S. mainland
peers.
Government Support Rating: FBP's Government Support Rating is 'No
Support'. In Fitch's view, the probability of support is unlikely.
HOLDING COMPANY
FBP has a bank holding company (BHC) structure with the bank as the
main subsidiary. The company's IDRs and VRs are equalized with
those of the operating company and bank, reflecting its role as the
bank holding company, which is mandated in the U.S. to act as a
source of strength for its bank subsidiary.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
FBP's ratings would be sensitive to a downgrade in the operating
environment score below investment grade. Therefore, a downgrade in
Fitch's assessment of FBP's operating environment could result in a
downgrade of its ratings.
A significant deterioration in asset quality could also result in
negative rating action. Pressure could emerge if the bank were to
experience meaningful asset quality deterioration outside of
historical metrics, especially if accompanied by a sharp increase
in FBP's net charge-off ratio and/or an impact to earnings.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
Should the bank sustain profitability, as defined by operating
profit to risk-weighted assets at levels above historical averages,
without altering the risk profile, upward rating momentum is
possible over the rating horizon.
Over the longer term, further rating momentum would likely be
contingent upon an upgrade of the bank's operating environment
score, a significant improvement in the bank's franchise and
revenue diversification without materially increasing its risk
appetite, and/or sustained lower net charge-off rates relative to
its long-term historical average.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
LONG- AND SHORT-TERM DEPOSIT RATINGS
Long-term deposits at FBP's subsidiary bank are rated one notch
higher than FBP's Long-Term IDR because U.S. uninsured deposits
benefit from depositor preference. U.S. depositor preference gives
deposit liabilities superior recovery prospects in the event of
default.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
LONG- AND SHORT-TERM DEPOSIT RATINGS
The long-term deposit ratings and short-term deposit ratings of
FBP's subsidiary banks are sensitive to negative changes in the
company's Long-Term IDR.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
LONG- AND SHORT-TERM DEPOSIT RATINGS
The long-term deposit ratings and short-term deposit ratings of
FBP's subsidiary banks are sensitive to positive changes in the
company's Long-Term IDR.
VR ADJUSTMENTS
The Earnings and Profitability score has been assigned below the
implied score due to the following reason: Revenue
Diversification.
The Funding and Liquidity score has been assigned below the implied
score due to the following reason: Historical and Future Metrics.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.
ESG CONSIDERATIONS
First Bancorp's ESG Relevance Score for 'Exposure to Environmental
Impacts' is a '3', which is above the bank sector default score of
'2' due to the heightened risk of natural disasters in the bank's
primary operating environment of Puerto Rico. While an emerging
factor that bears monitoring, an ESG Relevance Score of '3' implies
it is minimally relevant to the rating currently.
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 minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
DEBT RATING PRIOR
---- ------ -----
FirstBank
Puerto Rico LT IDR BB Affirmed BB
ST IDR B Affirmed B
Viability bb Affirmed bb
Support WD Withdrawn 5
Support Floor WD Withdrawn NF
Government Support ns New Rating
long-term deposits LT BB+ Affirmed BB+
short-term deposits ST B Affirmed B
First BanCorp LT IDR BB Affirmed BB
ST IDR B Affirmed B
Viability bb Affirmed bb
Support WD Withdrawn 5
Support Floor WD Withdrawn NF
Government Support ns New Rating
FIRST CHOICE: Case Summary & Four Unsecured Creditors
-----------------------------------------------------
Debtor: First Choice Trucking, LLC
208 Bennett Road
Freehold, NJ 07728
Business Description: First Choice Trucking is a Single Asset Real
Estate (as defined in 11 U.S.C. Section
101(51B)). The Debtor owns a 6-acre
warehouse and office located at 208 Bennett
Road, Freehold, New Jersey valued at
$1 million.
Chapter 11 Petition Date: June 27, 2022
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 22-15189
Debtor's Counsel: Stephen B. McNally, Esq.
MCNALLYLAW, LLC
93 Main Street
Suite 201
Newton, NJ 07860
Tel: 973-300-4260
Fax: 973-300-4264
E-mail: steve@mcnallylawllc.com
Total Assets: $1,000,000
Total Liabilities: $1,313,347
The petition was signed by Robert Shlumpf as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6SZO72I/First_Choice_Trucking_LLC__njbke-22-15189__0001.0.pdf?mcid=tGE4TAMA
FORE MACHINE: Auction Sale of Regions Financed Equipment Approved
-----------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, has authorized, but not
required, Fore Machine, LLC, and its affiliates to sell at auction
the Regions Commercial Equipment Finance, LLC financed equipment,
free and clear of all liens, claims, interests and encumbrances.
Machine is authorized to enter into the Settlement and Sale
Agreement.
The parties to the Settlement and Sale Agreement are authorized to
make non-substantive changes to the agreement by unanimous
consent.
The Perfection Agreement, as modified by the Settlement and Sale
Agreement, is approved.
The Debtors are authorized to open the Holdback Account and deposit
the Holdback Payment into the Holdback Account.
The Debtors are authorized to make the Chip Blaster Payment.
The Regions Financed Equipment will constitute "Assets" as defined
in the Sale Order.
Notwithstanding the possible applicability of Bankruptcy Rule
6004(h), the terms and conditions of the Order will be immediately
effective and enforceable upon its entry.
The Liquidating Debtors are authorized and empowered to take all
actions necessary to implement the relief granted in the Order.
A copy of the Agreement is available at
https://tinyurl.com/yckmmuwu from PacerMonitor.com free of charge.
About Fore Machine, LLC
Fore Machine, LLC manufactures aircraft engines and engine parts.
Fore Machine and its affiliates Aero Components, LLC, Fore Aero
Holdings, LLC, and Fore Capital Holding, LLC, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex.
Lead
Case No. 22-40487-11) on March 7, 2022. The cases are jointly
administered. In the petitions signed by Jens Verloop, chief
financial officer, Fore Machine disclosed up to $50 million in
both
assets and liabilities.
Katherine A. Preston, Esq., at Winston & Strawn LLP, is the
Debtor's counsel.
Stevens & Lee, led by Robert Lapowsky, Esq., represents the
lenders
NewSpring Mezzanine Capital III, L.P. and Southfield Mezzanine
Capital, L.P.
FORTUNE PROPERTIES: Taps Kristi Woodward as Real Estate Agent
-------------------------------------------------------------
Fortune Properties, LLC received approval from the U.S. Bankruptcy
Court for the District of Montana to employ Kristi Woodward, a real
estate sales agent at Realty One, to market its assets in Glendive,
Mont.
Kristi Woodward and Realty One will receive a commission of 5
percent of the sale price of the real estate.
Ms. Woodward disclosed in a court filing that she and the firm are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Kristi Woodward
Realty One
322 S. Merrill Ave.
Glendive, MT 59330
Telephone: (406) 989-1668
About Fortune Properties
Fortune Properties, LLC is a limited liability company in Great
Falls, Mont., engaged in oilseed and grain farming.
Fortune Properties filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-40009) on Feb.
22, 2022, listing up to $10 million in assets and up to $500,000 in
liabilities. Christy L. Brandon is the Subchapter V trustee
appointed in the case.
Judge Benjamin P. Hursh oversees the Debtor's case.
The Debtor tapped Steven M. Johnson, Esq., and Grant R. Kelly,
Esq., at Church Harris Johnson & Williams, PC as attorneys.
FTAI INFRASTRUCTURE: Moody's Assigns First Time 'B2' CFR
--------------------------------------------------------
Moody's Investors Service assigned first time ratings to FTAI
Infrastructure Inc., including a B2 corporate family rating, a
B2-PD probability of default rating and a B2 rating to its proposed
$500 million senior secured notes due 2027. The rating outlook is
stable.
FTAI Infrastructure Inc. was formed to hold the material
infrastructure assets and investments (non-aviation related) of
Fortress Transportation & Infrastructure Investors LLC (FTAI, Ba3
ratings under review for upgrade). FTAI Infrastructure will be spun
off from FTAI as a public company, and will hold the following
businesses (i) Jefferson Terminal (Jefferson), (ii) Repauno Port
and Rail Terminal (Repauno), (iii) Long Ridge Energy Terminal (Long
Ridge), and (iv) Transtar, LLC (Transtar).
As a part of the spinoff transaction, FTAI Infrastructure will
issue $500 million of new secured notes and up to $300 million of
preferred equity to make a one-time $800 million cash distribution
to FTAI. The debt and preferred financings are expected to close
immediately before the spinoff is completed around mid-2022.
Assignments:
Issuer: FTAI Infrastructure Inc.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Senior Secured Notes, Assigned B2 (LGD3)
Outlook Actions:
Issuer: FTAI Infrastructure Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
The B2 CFR reflects FTAI Infrastructure's high financial leverage,
structural subordination to debt at its operating subsidiaries,
limited scale relative to higher rated companies, and elevated near
term execution risk and growth spending. The rating also considers
the newly formed company's governance framework, including untested
financial policies and operating track record; limited liquidity;
and increasing debt profile. The B2 CFR is supported by FTAI
Infrastructure's strategically located and diversified assets
providing critical infrastructure support, stable and growing
revenues backed by long-term contracts at Transtar, Jefferson, and
Long Ridge, mostly high-quality and sticky customer base, and long
lived assets that require low maintenance capital.
The proposed $500 million senior secured notes were rated B2, the
same rating as the CFR given these notes represent the only debt at
FTAI Infrastructure, which is the top holding company within the
corporate structure. The notes will have a first-lien claim on
Transtar's railroad assets, which are unencumbered, as well as a
first-lien on FTAI Infrastructure's equity interests in other
direct subsidiaries. There is significant amount of non—recourse
debt at Jefferson and Long Ridge that have priority claim over
assets at those respective subsidiaries. The notes indenture will
have provisions allowing for a senior secured revolver. If the
senior secured revolver has a priority claim to assets that have
been pledged to the secured notes or is first out in repayment
priority over the senior secured notes, then the amount of the
facility is expected to be relatively small. A significant
revolving credit facility or other debt instrument with a priority
position in the capital structure could lead to a downgrade of the
notes rating depending on its size relative to the amount of
outstanding notes.
The company should have adequate liquidity through 2023 to run its
operations with $66 million of pro forma cash and cash equivalents
as of March 31, 2022. The company does not have a revolving credit
facility, but Moody's expect sufficient cash distributions from
Transtar to adequately cover FTAI Infrastructure's operating
expenses and debt service. Management has indicated that it may
enter into a small revolving credit facility agreement in the near
future to augment liquidity. The company will have access to 100%
of free cash flow at Transtar and Repauno, 80% excess free cash
flow at Jefferson and 51.1% of free cash flow at Long Ridge. The
recycling assets do not generate any meaningful cash flow.
The stable outlook reflects the company's well contracted, highly
predictable cash flow and Moody's expectation of stable to
declining financial leverage over time.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
If the company can efficiently grow its EBITDA and assets according
to current plans, improve liquidity, achieve strong utilization of
its assets and reduce the proportionately consolidated debt/EBITDA
ratio below 6x, an upgrade could be considered. A downgrade is most
likely if the company significantly borrows to fund a growth
project, acquisition or shareholder distributions. Weak liquidity
or EBITDA/Interest below 2.5x, could also result in a downgrade.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
FTAI Infrastructure Inc. is a diversified infrastructure company
with exposures to the energy, power and railroad transportation
industries.
FTAI INFRASTRUCTURE: S&P Assigns 'B-' ICR Following Spin-Off
------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level and '3' recovery
ratings to FTAI Infrastructure Inc.'s $500 million senior secured
notes. A '3' recovery rating indicates its expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery if a payment
default occurs.
On June 27, FTAI Infrastructure Inc. was spun-off from parent
Fortress Transportation and Infrastructure Investors LLC.
S&P said, "We view FTAI's financial risk profile as highly
leveraged. We view the company's consolidated balance sheet as
stretched, reflecting significant asset level debt and a slow ramp
up of capacity utilization and asset-level cash flow. In our
analysis, we've discounted 2022 as it is only a partial pro forma
year, however, consolidated credit measures reflect substantial
group financial leverage. We proportionally consolidate FTAI's Long
Ridge equity investment, including both EBITDA and debt, based on
its 50% ownership percentage, which adds about $300 million of debt
to our analysis. We also include approximately $725 million of
aggregate debt at Jefferson Terminal, including the recent capital
raised to fund the expansion of the terminal's capacity for the
long-term firm contract with Exxon. Our highly leveraged risk
assessment includes this debt and the proposed secured notes, and
is based on our core financial ratios, debt to EBITDA and funds
from operations (FFO) to debt. We expect debt to EBITDA to be
elevated in 2022 and improve to about 7.5x in 2023, and FFO to debt
to be about 5% and 9%, respectively over the same period.
"We view the contracted nature of the assets as a credit strength
as it provides good visibility of expected EBITDA. Our base-case
adjusted EBITDA for 2023 is about $250 million. Capital spending is
forecast to be significant at about $325 million through 2023, with
about half allocated to the capacity expansion at Jefferson and the
rest mostly focused on developing the Repauno site and terminal.
FTAI has raised the capital for the Jefferson growth project, which
results in a free cash flow deficit of about $155 million. FTAI
intends to raise municipal bonds to fund the Repauno project, which
in our view has some market risk.
"We treat the $300 million series A preferred equity investment as
100% debt. We view this instrument as debt-like because there is
not a true dividend stopper as the common equity holders are
entitled to receive a minimum distribution. Although the security
is perpetual, we do not believe it will remain outstanding after
year eight, when the holders can appoint a majority of the
directors to the board." The high cash coupon of 10% and the
automatic picking feature for the first two years at 12%
incentivizes FTAI to redeem this security.
Having a consistent financial strategy and policies will be a key
consideration for the company's creditworthiness. The company
intends to finance asset-level growth using the municipal debt
market, which it has done historically. S&P siad, "However, the
company does not have a revolver for additional financial
flexibility, which we believe translates to greater risk for
liquidity and funding optionality if the capital markets are not
open. Our base-case forecast for 2023 does not assume significant
growth spending and we project that operating cash flow could cover
the $140 million-$150 million total funding requirement. FTAI's
common dividend payment is small and we believe it could be
discretionary cash flow positive in 2023 based on current growth
spending assumptions. We will assess the pace of organic growth and
the company's acquisition strategy, which could change our current
view as capital is redeployed in the business or distributed to
shareholders."
The company's business risk reflects limited scale, asset
integration, and its historical performance. S&P said, "We assess
FTAI's business risk profile as weak, based on a portfolio of
stand-alone, single assets with limited scale and integration. We
believe FTAI intends to grow through acquisitions, purchasing
infrastructure assets with solid contractual foundations. We view
the company as a manager of a portfolio of stand-alone assets
rather than having an integrated business model of assets connected
through the infrastructure value chain that provides its customer
base with optionality."
The cash flow most of these assets generate is largely supported by
strong contractual foundations that should provide good visibility
and stability. S&P said, "Jefferson Terminal has a weighted average
contract life of three to five years with mostly strong,
investment-grade oil majors and refiners, which we view as credit
supportive. The terminal has third-party rail connections to
transport crude to Gulf Coast refiners or international markets. We
estimate that the Jefferson Terminal will account for about 25% of
2022 EBITDA and increase to almost 40% of EBITDA in 2023 after its
crude capacity expansion is complete."
The Transtar rail assets (about 34% of 2023 EBITDA) are backed by
long-term contracts with the sole counterparty and former owner,
U.S. Steel Corp. (B+/Positive/--). The asset footprint is small,
and we view the counterparty's creditworthiness as relatively weak
but improving. The contract structure partially offsets this
weakness, with 15-year term and a minimum volume commitment that
guarantees revenue for the first five years.
S&P said, "We proportionally consolidate the Long Ridge energy
terminal in our base-case forecast because this investment provides
significant cash flow to FTAI, which we project will be about 28%
of 2023 EBITDA. We assess the stand-alone business risk profile of
this asset to be fair, which is stronger than the company's
consolidated business risk." This reflects the long-term power
purchase agreements with investment-grade offtakers that provide a
base level of EBITDA. Long Ridge has some risk for wide nodal basis
differentials during periods of significant price volatility, which
may result in lower-than-expected net revenue.
The Repauno rail-to-ship transloading system that loads liquified
petroleum gas for shipment to Europe is still under development and
is not a significant contributor to EBITDA nor a credit driver. The
contracts are short term, generally under one year, where FTAI
earns a spread on the purchase and simultaneous sale of butane.
This business will be subject to cash flow volatility as it is
mainly a spread business.
S&P said, "The stable outlook reflects our view that FTAI will have
consolidated leverage of about 12x in 2022, trending toward mid-7x
as the Long Ridge and Jefferson Terminal assets ramp up and provide
a relatively stable base of contracted cash flow. The outlook also
is based on our expectation that the company will have sufficient
liquidity to fund its operations and growth initiatives."
S&P could lower the rating if:
-- The consolidated balance sheet remains stretched.
-- The company continues to fund growth mainly with debt
and S&P does not view debt to EBITDA as sustainable.
-- Liquidity becomes constrained.
Although unlikely in the next 12 months, S&P could raise the rating
if:
-- Adjusted debt to EBITDA decreases below 6x.
-- The company demonstrates a track record of stable operations
and maintains sufficient liquidity.
ESG credit indicators: E-3, S-2, G-2
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of FTAI. FTAI has
ownership interests in and operates various infrastructure assets
including a storage terminal, transloading facility, natural gas
power plant, and a rail facility. Climate transition risk related
to the midstream and power assets includes the long-term change in
demand patterns for hydrocarbon-based energy sources and the growth
of renewable energy accelerated by legislation and climate change.
FTAI's Long Ridge power plant became fully operational in
first-quarter 2022 and began blending hydrogen, becoming the first
U.S.-based power plant to use a hydrogen blend to generate power."
GAME REPAIR: Seeks Approval to Hire Patino King as Legal Counsel
----------------------------------------------------------------
Game Repair Shop LLC seeks approval from the U.S. Bankruptcy Court
for the District of Nebraska to hire Patino King, LLC as its legal
counsel.
The firm will render these services:
a. give the Debtor legal advice with respect to its powers and
duties as Debtor-in-possession;
b. prepare the necessary schedules and plan; and
c. perform any and all other legal services for the Debtor
which may be necessary.
The firm will charge $250 per hour for its services.
Patino King has no connection with any of the creditors of the
Debtor or any other party in interest, or its respective attorneys,
according to court filings.
About Game Repair Shop
Game Repair Shop LLC -- https://gogamers.com/ -- purchases and
sells used games, & consoles and also offers repair services as
well.
Game Repair Shop LLC filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No.
22-80455) on June 15, 2022. In the petition filed by David
Mitchell, as member and manager, the Debtor estimated assets
between $100,000 and $500,000 and estimated liabilities between
$500,000 and $1 million. Patrick Patino, of Patino King LLC, is
the Debtor's counsel.
GBT JERSEYCO: S&P Alters Outlook to Stable, Affirms 'B-' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on GBT JerseyCo Ltd. to
stable from negative and affirmed its 'B-' issuer credit rating.
S&P's 'B-' issue-level rating and '3' recovery rating on the
company's senior secured credit facility remain unchanged.
S&P said, "The stable outlook reflects our belief that Amex GBT has
adequate liquidity to sustain its substantial expected cash burn
through the first quarter of 2023, at which time we anticipate the
recovery in business travel volumes will enable it to generate
positive cash flow despite its ongoing negative working capital.
"We revised our outlook on Amex GBT based on our expectation that
it will maintain adequate liquidity over the next 12 months as the
demand for business travel continues to recover."
Following the close of American Express Global Business Travel's
(Amex GBT) merger with special-purpose acquisition company (SPAC)
Apollo Strategic Growth Capital, the company received approximately
$129 million of net proceeds after accounting for redemptions by
SPAC investors, management's paydown of its preferred equity, as
well as the payment of related transaction fees. Additionally, in
June the company drew on the remaining $200 million under its
delayed draw term loan B-3, which it issued in December 2021.
Following the close of its merger with SPAC Apollo Strategic Growth
Capital, the company had approximately $761 million of cash and
cash equivalents (including a $329 million cash balance as of March
31, 2022, $129 million of net proceeds from the business
combination, and $200 million borrowed from its senior secured
delayed draw term loan B-3 in the second quarter of 2022). S&P
said, "We believe that Amex GBT's current cash balances, as well as
the modest incremental liquidity provided by its revolving credit
facility, will enable it to maintain adequate liquidity despite our
expectation for significant cash burn through the next several
quarters. The recovery in business travel volumes accelerated
throughout the first half of the year, with total transaction
volume reaching approximately 72% of pre-pandemic levels as of the
last three weeks of April 2022, and we believe volumes have
continued to improve, albeit at a more moderate pace, to date.
While Amex GBT's revenue and EBITDA have substantially improved
alongside the recovery in business travel, it has experienced
substantial working capital outflows due to the timing mismatch
between when it books travel for its clients and when its receives
the reimbursement from its suppliers, which has acted as a
significant drag on its cash flow. We expect Amex GBT's working
capital uses will continue to cause it to generate negative free
operating cash flow (FOCF) through the end of the year and,
potentially, into 2023."
S&P said, "Nonetheless, we estimate the company's liquidity will
reach a trough of $300 million-$350 million in the first quarter of
2023 if it can begin to moderate its cash burn in the first half of
the year. Additionally, we expect Amex GBT's cost cuts, combined
with sustained improvements in its revenue and EBITDA, will support
S&P Global Ratings-adjusted debt to EBITDA in the mid-3x area,
which we would consider good for the current rating."
The company's successful integration of Egencia and cost mitigation
during the pandemic could improve its profitability over the long
term. In May 2021, Amex GBT announced it had entered into an
agreement to acquire competitor Egencia from Expedia Inc. in an
all-stock transaction estimated to be worth $750 million. Thus far,
the company has indicated that they are on track to exceed the $25
million of synergies it targeted in 2022. In total, Amex GBT
expects to realize $109 million of total synergies from the
acquisition. Concurrently, over the course of the pandemic
management executed $235 million of permanent cost savings
representing approximately 13% of its pre-COVID cost base.
Therefore, S&P expects the company to improve its EBITDA margin
over the long term and anticipate it will achieve pre-pandemic
levels of EBITDA prior to a full recovery in business travel
volumes.
S&P said, "The stable outlook on Amex GBT reflects our view that,
following the close of its business combination with Apollo
Strategic Growth Capital, it has sufficient liquidity to fund its
cash burn over the next several quarters. We expect the company to
become cash flow neutral or begin generating positive cash flow in
either the first or second quarter of 2023, once its business
travel volumes recover on a sustained basis."
Downside scenario
S&P could lower its rating on Amex GBT over the next 12 months if:
-- Its liquidity continues to deteriorate through 2023 and
business travel conditions do not improve to the extent necessary
for it to cover its fixed charges; and
-- S&P believes that the company's capital structure is
unsustainable over the long term.
Upside scenario
S&P said, "We could raise our rating if it increases its revenue
and EBITDA on an improving level of business travel bookings such
that we expect it to generate positive cash flow. Before upgrading
the company, we would expect it to maintain these trends such that
we anticipate it will maintain S&P adjusted leverage below 6x and
generate FOCF to debt approaching 5%."
ESG credit indicators: E-2, S-4, G-2
S&P said, "Social factors are a negative consideration in our
credit rating analysis of GBT JerseyCo Ltd. The company's revenue
has been significantly depressed since March 2020 because of the
effects of the pandemic on business travel volumes. Although we
expect a recovery in business travel, as well as Amex GBT's revenue
and EBITDA, we believe it will generate negative cash flow through
2023 due to its substantial working capital requirements as it
ramps up its business."
GIRARDI & KEESE: Erika Should Return Earrings, Says Trustee
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Katy Forrester of The U.S. Sun reports that the trustee for Girardi
Keese said that RHOBH's Erika Jayne "should go to JAIL" for
refusing to hand over her $750,000 earrings in her husband's
bankruptcy case.
The Bravo star is being asked to hand over a pair of diamond
earrings, now worth about $1.4 million, from her ex Tom Girardi in
a lawsuit filed by a trustee for his firm, Girardi Keese.
Her ex, whose health has rapidly declined, was forced into
bankruptcy along with his law firm in 2020, as court records show
there are over $500million in claims from creditors.
Last week, Erika alleged she's struggling financially and may have
to hand the earrings over to pay millions in back taxes as she was
sent yet another eye-watering bill.
But the trustee has come back fighting, filing a lengthy reply late
Tuesday, alleging: "Her conduct appears to be a new crime. Her
refusal to now turn over the Diamond Earrings is conversion, for
which she can be held accountable in damages.
"She can also be civilly liable for the value of the Diamond
Earrings, plus statutory interest and punitive damages, which with
prejudgment interest could easily be $5.4 million."
The court docs continued to state: "Mrs. Girardi in her declaration
stated that she first learned of her husband's embezzlement when
the issue surfaced in this case -- November 2021.
"At that time, Mrs. Girardi had an obligation to return the
earrings to the Trustee. She did not, and the Trustee was compelled
to file her Motion.
"Mrs. Girardi's response, because of the passage of time, she gets
to keep the fruit of the embezzlement. Not so."
They go on to cite legal codes which provide that "every person who
withholds any property from the owner . . . knowing the property to
be stolen... shall be punished by imprisonment in a county jail for
not more than one year, or imprisonment pursuant to subdivision (h)
of Section 1170."
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese.
It served clients in California in a variety of legal areas. It
was known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
Telephone: (310) 640-1200
GLOBAL ALLIANCE: Court OKs Cash Access Deal Thru July 21
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The U.S. Bankruptcy Court for the Central District of California
authorized Global Alliance Distributors, Inc. to use cash
collateral on an interim basis in accordance with its stipulation
with Kapitus LLC.
The Debtor is authorized to use receivables and cash collateral to
pay ordinary and necessary operating expenses in accordance with
the terms of the Stipulation and the budget, which amends the
budget attached to the Stipulation, on an interim basis through
July 21, 2022.
During the Interim Period, the Debtor must transfer $500 a week to
Susan K. Seflin, the Subchapter V trustee. The funds must be held
in the trust account of the Subchapter V Trustee pending court
approval of a fee application and authorization to apply the funds
held in trust to any approved fees and costs of the Sub V Trustee.
Pursuant to the agreement of Kapitus, Kapitus subordinates its
ownership and security interests in the funds held in trust by the
Subchapter V Trustee to the Subchapter V Trustee's right to seek
authorization to apply the funds to any court approved fees and
costs. Any excess funds held by the Subchapter V Trustee following
final approval of all fees and costs must be returned to the Debtor
and Kapitus' ownership and security interests in any returned funds
will remain intact.
As additional adequate protection to other secured parties with an
interest in cash collateral, such parties are granted replacement
liens upon all post-petition assets of the bankruptcy estate, to
the same extent, validity and priority of such parties'
pre-petition liens and security interests in the Debtor's assets.
The replacement liens are deemed duly perfected and recorded under
all applicable laws without the need for any notice or filings. The
grant of replacement liens does not limit the right of parties to
seek additional adequate protection of their interests and will not
be deemed a determination by the Court of the sufficiency of
adequate protection provided to such parties.
A further continued hearing on the matter is scheduled for July 21
at 11:30 a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3A7a82N from PacerMonitor.com.
The Debtor projects $718,000 in total monthly income and $702,671
in total monthly expenses.
About Global Alliance Distributors
Founded in 2010, Global Alliance Distributors Inc. operates a
distribution center that distributes primarily Latino books and
magazines to approximately 250 supermarkets throughout California,
Nevada, Arizona and Florida. It also distributes seasonal items,
including, but not limited to, school supplies, sporting goods and
equipment, snacks and candies. The Company also operates a logistic
business that provides cargo deliveries using independent
contractors. Its logistical clients are two major distribution
companies, A&C, which is currently the largest international
magazine distributor in the world, and Sally Beauty Supplies, a
national cosmetics manufacturer.
Global Alliance Distributors Inc. sought Chapter 11 bankruptcy
protection (Bankr. C.D. Cal. Case No. 22-12552) on May 5, 2022. In
the petition filed by Alberto Fabara, as CEO, Global Alliance
estimated assets between $500,000 and $1 million and estimated
liabilities between $1 million and $10 million.
The case is handled by Honorable Bankruptcy Judge Deborah J.
Saltzman.
The Law Offices of Sheila Esmaili serves as the Debtor's counsel.
GOLD STANDARD: $1.5MM DIP Loan from 37 Baking Has Interim OK
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Gold Standard Banking, LLC and affiliates to, among other things,
use cash collateral and obtain postpetition financing on an interim
basis.
The Debtors have obtained a commitment for $1,500,000 in senior
secured term loan credit from 37 Baking Holdings, LLC. The Debtors
are authorized to borrow on an interim basis up to the principal
amount of $500,000, pursuant and subject to the terms and
conditions of the Interim Order and the DIP Term Sheet.
On April 24, 2015, GSB as borrower, Gold Standard Holdings, Inc.
and Gold Standard Real Estate, LLC as guarantors, certain financial
institutions identified in the Credit Agreement, and BNP Paribas as
Administrative Agent executed the Credit Agreement dated as of
April 24, 2015. GSB's obligations under the Credit Agreement were
secured by valid, first priority, fully perfected liens in
substantially all of the Debtors' assets.
As of the Petition Date, the Debtors were obligated to Prepetition
Secured Party under the Prepetition Credit Documents in a principal
amount not less than $88,262,033, plus accrued but unpaid interest,
fees, costs and expenses incurred by the Prepetition Secured Party
under the Prepetition Credit Documents.
As adequate protection, the Prepetition Secured Party is granted
continuing and enforceable liens in accordance with Section 552(b)
of the Bankruptcy Code on the Prepetition Collateral (including,
without limitation, proceeds of Prepetition Collateral as exist or
arise after the Petition Date) and as adequate protection,
replacement liens on the Prepetition Collateral, the DIP
Collateral, and any and all assets of the Debtors as exist on or
after the Petition Date.
The Adequate Protection Liens will be junior only to: (i) the
Prepetition Permitted Liens, (ii) the DIP Facility Liens, and (iii)
the Carve-Out, and senior to any other liens. The Adequate
Protection Liens are valid, binding, enforceable and fully
perfected as of the Petition Date without the necessity of the
execution, filing or recording by the Debtors, the Prepetition
Secured Party of security agreements, pledge agreements, financing
statements or other agreements.
The Prepetition Secured Party is granted in each of the Debtors'
Chapter 11 Cases an allowed administrative claim under section
507(b) of the Bankruptcy Code in an amount equal to the diminution
in the value of the Prepetition Secured Party's interests in the
Prepetition Collateral from and after the Petition Date, and such
Adequate Protection Claim will be junior in priority and
subordinate only to: (i) the DIP Superpriority Claims, (ii) the
Carve-Out, and (iii) the Prepetition Permitted Liens.
The Carve-Out means: (i) unpaid fees of the Clerk of the Bankruptcy
Court and the U.S. Trustee pursuant to 28 U.S.C. section 1930(a);
(ii) allowed reasonable fees and expenses of attorneys, financial
advisors, and other professionals employed by the Debtors in the
Chapter 11 Cases pursuant to a Court order under section 327 and
328 of the Bankruptcy Code, to the extent incurred at any time on
or prior to the calendar day on which a Termination Date occurs
less any retainers held by such Professional as of such date),
whether such Professional Fees have been allowed by the Bankruptcy
Court before or after the Termination Date; and (iii) Professional
Fees of Professionals incurred subsequent to the calendar day
immediately following the Termination Date in an aggregate amount
not to exceed $50,000.
As a condition to the DIP Facility and the use of cash collateral,
the Debtors have agreed to, and will comply with, these
milestones:
a. The Debtors will file the Bid Procedures and Sale Motion on
the Petition Date.
b. The Debtors will obtain entry of an order no later than 16
days after the entry of the Interim Order, in form and substance
satisfactory to the Prepetition Secured Party, granting the Bid
Procedures Motion.
c. By no later than 45 days after the Petition Date, the
Debtors will obtain entry of an order, in form and substance
satisfactory to the Prepetition Secured Party, approving the sale
of substantially all the Debtors' assets pursuant to the terms of
the Stalking Horse Purchase Agreement (as defined in the Bid
Procedures and Sale Motion).
d. By no later than August 15, 2022, the Debtors will close
the Court approved sale of substantially all the Debtors' assets
under the Stalking Horse Purchase Agreement.
These Events constitute an "Event of Default:"
a. The failure of the Debtors to perform, in any material
respect, any of the terms, provisions, conditions, covenants or
obligations under the Interim Order, including, without limitation,
failure to make any payment under the Interim Order when due, or
the failure to comply with any Sale Milestone;
b. The occurrence and continuation of any Events of Default
under, and as defined in, the DIP Term Sheet, or any other DIP Loan
Documents;
c. Without the prior written consent of the DIP Lender and the
Prepetition Secured Party, as applicable, the entry of an order
providing for (a) any modification, stay, vacatur, or amendment to
this Final Order, or any other use of Cash Collateral resulting
from DIP Collateral or Prepetition Collateral; (b) a priority claim
for any administrative expense or unsecured claim against the
Debtors (now existing or hereafter arising of any kind or nature
whatsoever, including without limitation any administrative expense
of the kind specified in sections 503(b), 506(c), 507(a), or 507(b)
of the Bankruptcy Code) in any of the Chapter 11 Cases or Successor
Cases, equal or superior to the DIP Superpriority Claims or the
Adequate Protection Superpriority Claims, other than the Carve-Out
and the Prepetition Permitted Liens; (c) any lien on any of the DIP
Collateral with priority equal or superior to the DIP Liens, except
as specifically permitted by the DIP Loan Documents; (d) without
the prior written consent of the Prepetition Secured Party, any
lien on any of the Prepetition Collateral with priority equal to or
superior to the Prepetition Liens or Adequate Protection Liens;
d. The filing by the Debtors, the Debtors supporting, or the
failure of the Debtors to timely oppose any motion or application
seeking entry of an order of the nature described in section (c)
immediately above; or
e. The Debtors propose or support any plan of reorganization
or liquidation or sale of all or substantially all of the Debtors'
assets or equity, or order confirming such plan or approving such
sale, that is not conditioned upon the payment in full of the DIP
Obligations upon the consummation of such plan or sale.
The final hearing on the matter is scheduled for July 19, 2022 at
10 a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3xWSwE2 from PacerMonitor.com.
About Gold Standard Banking, LLC
Gold Standard Banking, LLC and affiliates are industrial bakers
specializing in croissants and a variety of other laminated
dough-based sweet goods. GSB's bakery is located in Chicago,
Illinois. Until recently, GSB ran a second bakery in Pleasant
Prairie, Wisconsin.
Gold Standard Banking sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10559) on June 22,
2022. In the petition signed by John T. Young, Jr., as chief
restructuring officer, the Debtor disclosed up to $500,000 in both
assets and liabilities.
Affiliates Gold Standard Holdings, Inc. and Gold Standard Real
Estate, LLC also filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code. Gold Standard Baking is the lead case.
The Debtors tapped Klehr Harrison Harvey Branzburg LLP as general
bankruptcy counsel, Houlihan Lokey Capital, Inc. as investment
banker, Riveron Consulting, LLC as financial and restructuring
advisor, and Omi Agent Solutions as notice, claims and balloting
agent.
GOLD STANDARD: Gets Court OK for Quick Chapter 11 Auction Hearing
-----------------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge on
Thursday, June 23, 2022, gave Chicago-based industrial baker Gold
Standard Baking the go-ahead to tap into $500,000 in Chapter 11
financing and take a quick first step in what the company hopes to
be a month-long sale process.
At a virtual hearing, U.S. Bankruptcy Judge J. Kate Stickles
granted Gold Standard's request for a short-notice July 5 hearing
on the bidding procedures for the business but reserved the right
to change her mind if unsecured creditors ask for more time to
study the sale proposal.
Under the proposed bid procedures, the Debtors have proposed:
-- a bid deadline of July 25, 2022 at 4:00 p.m. (prevailing
Eastern Time);
-- an auction for July 28, 2022 at 10:00 a.m. (prevailing
Eastern Time); and
-- a sale hearing on or before Aug. 3, 2022.
As reported in the TCR, 37 Baking Holdings, LLC, has agreed to
serve as the stalking horse bidder pursuant to an asset purchase
agreement, dated June 22, 2022, to acquire the Debtors' remaining
assets at the Chicago Facility as a going concern, to expose the
stalking horse agreement to higher and better offers through a
chapter 11 process, and to support the process by agreeing to the
Debtors' use of cash collateral and providing needed
debtor-in-possession financing.
Under the terms of the Stalking Horse Agreement, the Stalking Horse
Bidder will purchase the Assets for an aggregate purchase price
consisting of: (i) a credit bid of a portion of the First Lien
Obligations in the amount of $20 million; (ii) assumption of
certain assumed liabilities as provided in the Stalking Horse
Agreement (including the DIP Financing Obligations); and (iii) the
assumption and assignment of the Assumed Contracts to the Stalking
Horse Bidder.
As set forth in the Stalking Horse Agreement, 37 Baking Holdings
will receive bid protections consisting of: (i) a break-up fee of
$250,000; (ii) expense reimbursement of the Stalking Horse Bidder's
actual, out-of-pocket legal fees and hard costs incurred after
execution of Stalking Horse Agreement of up to $350,000; and (iii)
an initial overbid equal to the Break-Up Fee, plus the Expense
Reimbursement, plus $200,000.
About Gold Standard Baking
Gold Standard Baking -- https://goldstandardbaking.com/ -- is one
of the largest industrial bakers in the United States, specializing
in croissants and a variety of other laminated dough-based sweet
goods. The Company is the leading croissant supplier in the United
States, producing approximately 65 million pounds of croissants a
year.
Gold Standard Baking, LLC, and two affiliates sought protection
Chapter 11 under U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-10559) on June 22, 2022.
Gold Standard Baking estimated $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
Klehr Harrison Harvey Branzburg LLP is the Debtors' general
bankruptcy counsel. Houlihan Lokey Capital, Inc., is the
investment banker and Riveron Consulting, LLC, is the restructuring
advisor. Omni Agent Solutions is the claims agent.
GREENPOINT ASSET: Seeks to Hire BPA & Associates as Accountant
--------------------------------------------------------------
Greenpoint Asset Management II, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to employ
BPA & Associates, LLC as its accountant.
The Debtor needs an accountant to prepare and file tax returns and
prepare other financial documents.
BPA will be paid $150 per hour for the preparation of tax returns
and other financial documents. BPA will also charge $150 per hour
to testify at any proceedings related to the Debtor's Chapter 11
case.
Bruce Pietrantonio, an accountant at BPA & Associates, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Bruce Pietrantonio
BPA & Associates, LLC
6101 W. Vliet St., Suite 100
Wauwatosa, WI 53213
Telephone: (414) 443-9680
About Greenpoint Asset
Greenpoint Asset Management II, LLC is the managing member of
Greenpoint Tactical Income Fund, LLC and GP Rare Earth Trading
Account, LLC. It is based in Oconomowoc, Wis.
Greenpoint filed a petition for Chapter 11 protection (Bankr. E.D.
Wis. Case No. 21-25900) on Nov. 11, 2021, listing $3,474,579 in
assets and $69,147,986 in liabilities. Michael G. Hull, manager,
signed the petition.
Judge G. Michael Halfenger oversees the case.
Jerome R. Kerkman, Esq., at Kerkman & Dunn and Kopecky Schumacher
Rosenburg, LLC serve as the Debtor's bankruptcy counsel and special
counsel, respectively. BPA & Associates, LLC is the Debtor's
accountant.
GREENSILL CAPITAL: Bluestone to Pay Credit Suisse Up to $320 Mil.
-----------------------------------------------------------------
Credit Suisse Group AG said it has reached an agreement with U.S.
mining company Bluestone Resources that maps out a plan for the
payment of cash to noteholders, including the Supply Chain Finance
(SCF) funds, which can then be distributed to investors in those
funds. The agreement is also intended to secure the future for
Bluestone's mining operations.
Under the terms of the agreement, Bluestone, which has worked
tirelessly over recent months to bring its mines back into
production, has committed to make recurring payments to noteholders
from the free cash flow generated, beginning in June 2022, up to a
maximum amount of US$320 million. These payments would be shared
between all noteholders, meaning that approximately 81 percent of
the total would be allocated to the SCF funds -- specifically to
the Credit Suisse (Lux) Supply Chain Finance Fund and to the Credit
Suisse Nova (Lux) High Income Fund. The agreement is subject to
fulfillment of certain conditions precedent and requisite
regulatory approvals.
Bluestone CEO James C. Justice, III has also agreed that the
proceeds from any sale of the Bluestone entities would be shared
between the Justice family and the noteholders.
With respect to any outstanding balance following any sale of the
Bluestone entities, CSAM intends to seek recovery through
enforcement of its rights, including under the relevant insurance
coverage. To date, all insurance claims relevant to Bluestone have
already been filed. An aggregate nominal total of US$850 million
is outstanding, of which US$690 million is due to the two SCF
funds.
Commenting on the agreement, Ulrich Körner, CEO of CSAM, said:
"This is further evidence of our determination to prioritize the
return of cash to investors in the SCF funds. To date, we have
recovered USD7.3 billion of the total USD10 billion net asset value
at the time of the funds' suspension, and this agreement is
intended to secure further recoveries for the benefit of those
investors.
"We would like to thank the Justice family and their team for the
professional way in which they have approached these negotiations.
We commend the skill and speed with which Bluestone has managed to
improve efficiency and create the conditions which have made it
possible to agree to repay, over time, a substantial proportion of
the debt owed to SCF fund investors."
James C. Justice, III added: "We have negotiated a settlement which
enables us to take advantage of the favorable market conditions for
met coal and secure the position of the mines, and the employees
and communities who depend on them, for the foreseeable future."
* * *
Bluestone is one of the Swiss bank Credit Suisse's biggest
creditors along with Sanjeev Gupta's GFG Alliance and bankrupt US
technology group Katerra. All three companies were customers of
Greensill Capital when the supply chain finance group went into
administration more than a year ago.
About Greensill Capital
Greensill Capital is an independent financial services firm and
principal investor group based in the United Kingdom and Australia.
The Company offers structures trade finance, working capital
optimization, specialty financing and contract monetization.
Greensill Capital Pty is the parent company for the Greensill
Group.
Greensill began to unravel in March 2021 when its main insurer
stopped providing credit insurance on US$4.1 billion of debt in
portfolios it had created for clients including Swiss bank Credit
Suisse.
Greensill Capital (UK) Limited and Greensill Capital Management
Company (UK) Limited filed for insolvency in Britain on March 8,
2021. Matthew James Byrnes, Philip Campbell-Wilson and Michael
McCann of Grant Thornton were appointed as administrators.
Greensill Capital Pty Ltd. filed insolvency proceedings in
Australia. Matt Byrnes, Phil Campbell-Wilson, and Michael McCann of
Grant Thornton Australia Ltd, as voluntary administrators in
Australia.
Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 21-10561) on March 25, 2021. The petition was
signed by Jill M. Frizzley, director. It listed assets of between
$10 million and $50 million and liabilities of between $50 million
and $100 million. The case is handled by Honorable Judge Michael E.
Wiles. Togut, Segal & Segal LLP, led by Kyle J. Ortiz, is the
Debtor's counsel.
About Greensill Bank
Bremen-based Greensill Bank, formerly known as NordFinanz Bank AG,
is a German subsidiary of Greensill Capital UK. It was acquired in
2014 by Greensill Capital, which itself filed for insolvency on
March 8, 2021.
Greensill Bank filed a Chapter 15 petition (Bankr. S.D.N.Y. Case
No. 21-10757) on April 20, 2021, to seek U.S. recognition of its
insolvency proceeding in Germany. Michael C. Frege is the
administrator.
Greensill Bank's U.S. counsel:
David Farrington Yates
Kobre & Kim LLP
Tel: (212) 488-1211
E-mail: farrington.yates@kobrekim.com
GROWLIFE INC: Board Approves 1-for-150 Reverse Common Stock Split
-----------------------------------------------------------------
The Board of Directors of GrowLife, Inc. approved the
implementation of a one-for-one hundred and fifty (1:150) reverse
stock split of all of the Company's issued and outstanding common
stock, as of the Record Date of June 17, 2022.
The Reverse Stock Split was previously approved by the Company's
shareholders at the Company's Nov. 5, 2021 annual meeting of
stockholders. The approvals provided discretion to the Board to
implement the Reverse Stock Split any time prior to Sept. 1, 2022.
As a result of the Reverse Stock Split, every 150 shares of the
issued and outstanding common stock of the Company will be
converted into one share of common stock. Any and all fractional
shares resulting from the Reverse Split which are less than one
whole share, shall not be rounded up to the next whole share and
rather such Holder shall receive a fractional pro-rata cash payment
equal to 120% of the closing market price on June 17, 2022. Any
and all fractional shares created by the Reverse Stock Split which
are greater than one whole share will be rounded up to the nearest
whole share.
The number of authorized shares will not change as a result of the
Reverse Stock Split.
The Reverse Stock Split will become effective upon announcement by
FINRA (the Financial Industry Regulatory Authority). In connection
with the Reverse Stock Split, the Company's CUSIP number will
change.
An amendment to Articles of Incorporation will also be filed citing
the Reverse Stock Split.
About GrowLife
GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- focuses on
functional mushroom business opportunities. The Company sees a
growing market, intends to service its existing distribution
channel and will build on opportunities in the medicinal mushroom
industry.
GrowLife reported a net loss of $5.47 million for the year ended
Dec. 31, 2021, compared to a net loss of $6.38 million for the year
ended Dec. 31, 2020. As of March 31, 2022, the Company had $3.56
million in total assets, $9.16 million in total current
liabilities, $243,929 in total long- term liabilities, and a total
stockholders' deficit of $5.85 million.
Irvine, Calif.-based Macias Gini & O'Connell LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated May 16, 2022, citing that the Company has suffered
recurring losses from operations, incurred negative cash flows
from
operating activities, and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.
GUARACHI WINE: Wins Cash Collateral Access Thru Aug 31
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
San Fernando Valley Division, authorized Guarachi Wine Partners
Inc., a California corporation, to use cash collateral on an
interim basis in accordance with the Second Amended Budget, with a
20% variance through August 31, 2022.
City National Bank, N.A. and Parker Station, Inc. assert an
interest in the Debtor's cash collateral.
As adequate protection for the use of cash collateral, in addition
to an equity cushion and continued operations, the Secured
Creditors are granted replacement liens on, and security interests
in, the assets of the Debtor's estate with the same extent,
validity, and priority as the Secured Creditors' repetition liens
on pre-petition collateral and all post-petition proceeds obtained
by the Debtor from such pre-petition collateral. The Adequate
Protection Liens are effective immediately without the requirement
for any additional action by CNB or PSI, including the recordation
of any new or amended UCC-1 Financing Statements provided that the
automatic stay under Section 362 is lifted to the extent CNB or PSI
desire to record any new or amended UCC-1 Financing Statements to
cover the Adequate Protection Liens.
As and for additional adequate protection, and as set forth in the
Amended Budget, by the 15th day of each month, the Debtor will pay
$21,000 to CNB and $10,000 to PSI, with the payments to be applied
to the secured claims owing to those entities.
A copy of the order and the Debtor's budget for the period from May
to August 2022 is available at https://bit.ly/3blRt8R from
PacerMonitor.com.
The Debtor projects:
$1,000,000 in total cash inflows and $681,620 in total cash
outflows for June 2022;
$950,000 in total cash inflows and $997,905 in total cash
outflows for July 2022; and
$1,025,000 in total cash inflows and $1,137,430 in total
cash outflows for August 2022.
About Guarachi Wine Partners Inc.
Guarachi Wine Partners Inc. is a wine wholesaler based in
California. Guarachi Wine Partners was founded by Alex Guarachi,
has been in business since 1985, and was formally incorporated in
January 1988, with Mr. Guarachi as its sole shareholder.
Guarachi Wine Partners sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10545) on May 4,
2022. In the petition signed by Alejandro Guarachi, president and
CEO, the Debtor disclosed up to $10million in both assets and
liabilities.
Judge Victoria S. Kaufman oversees the case.
Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchick, LLP
is the Debtor's counsel.
GUILDWORKS LLC: Wins Cash Collateral Access Thru Oct 2
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Guildworks, LLC to use up to $1,131,175 in cash collateral on a
final basis for the period from June 26 through October 2, 2022, in
accordance with the budget, with a 15% variance.
The parties that may claim a lien in the Debtor's cash collateral
are Business Impact NW, the U.S. Small Business Administration, Biz
Fund, LLC, and Union Funding.
As adequate protection for any diminution in value of BINW and
Union's interests in its prepetition collateral, and post-petition
interest, costs and fees, if any, and as security for the
Post-petition Indebtedness, and to the extent that the cash
collateral is utilized by the Debtor, for the purposes of providing
adequate protection within the meaning of Bankruptcy Code sections
361 and 363, the Secured Parties are granted valid and perfected
replacement security interests in, and liens on, the same type of
postpetition assets in which the Secured Parties holds valid and
perfected liens prior to the Petition Date to the same extent,
validity and priority as existed on the prepetition collateral. The
Adequate Protection Lie ns will constitute perfected liens on all
of the Collateral as to which the Secured Parties held a valid and
perfected lien as of the Petition Date to the same extent, validity
and priority as existed on the Prepetition Collateral.
As further adequate protection for the Debtor's use of cash
collateral, starting on April 1, 2022, the Debtor were required to
make a monthly payment of $2,000 to BINW and $2,000 to Union.
These adequate protection payments will be applied to the Debtor's
obligations to each creditor in accordance with the existing
agreements between it and the Debtor, without application of any
default interest provisions that may be claimed to be applicable
due to the Debtor's bankruptcy filing.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3HYiNX8 from PacerMonitor.com.
The budget provides for total expenses, on a weekly basis, as
follows:
$80,691 for the week beginning June 27, 2022;
$86,831 for the week beginning July 4, 2022;
$71,831 for the week beginning July 11, 2022;
$71,831 for the week beginning July 18, 2022;
$71,831 for the week beginning July 25, 2022;
$79,640 for the week beginning August 1, 2022;
$64,640 for the week beginning August 8, 2022;
$64,640 for the week beginning August 15, 2022;
$64,640 for the week beginning August 22, 2022;
$79,640 for the week beginning August 29, 2022;
$88,270 for the week beginning September 5, 2022;
$88,270 for the week beginning September 12, 2022;
$88,270 for the week beginning September 19, 2022; and
$88,270 for the week beginning September 26, 2022.
About Guildworks LLC
Guildworks LLC is a Portland, Oregon-based company that engages in
the full-service design, manufacture and installation of temporary
and permanent fabric structures.
Guildworks LLC and affiliate, Guildworks-Works LLC, sought Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 22-30388) on
March 14, 2022. In the petition filed by Mark C. Ricketts, as
member, Guildworks LLC estimated total assets between $100,000 and
$500,000 and liabilities between $50 million and $100 million. The
cases are handled by Honorable Judge Teresa H. Pearson.
Troy Sexton, Esq., at Motschenbacher & Blattner, LLP, is the
Debtors' counsel.
HANSABEN INVESTMENTS: Wins Cash Collateral Access Thru Sept 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Hansaben Investments, LLC to use cash collateral on an
interim basis in accordance with the budget, with a 10% variance,
and provide adequate protection to secured creditor Poppy Bank and
the United States Small Business Administration through September
30, 2022.
As adequate protection, 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-in-Possession's assets acquired on or after the Petition
Date.
As further adequate protection, the Debtor is authorized to make
payments to Poppy Bank in the amount of $20,000 per month through
September 30, with payments commencing on June 30, and all
subsequent payments due on or before the 29th day of the month
thereafter until September 30.
All post-petition fees owed by the Debtor to its franchisor La
Quinta Franchising LLC, a Nevada limited liability company,
pursuant to a franchise agreement between La Quinta Franchising
LLC, as licensor, and Debtor, as licensee, shall be paid in full on
a monthly basis and in the ordinary course, and will not be limited
by the Budget.
A further hearing on the matter is scheduled for September 29 at
10:30 a via Zoom.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3upKWRx from PacerMonitor.com.
The Debtor projects $153,450 in total cash receipts and $161,254 in
total cash disbursements for July 2022.
About Hansaben Investments, LLC
Hansaben Investments, LLC owns a land and building located at 316
Pittman Road, Fairfield, CA having a fair market value of $9.85
million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-30258) on May 25,
2022. In the petition filed by Hitesh Patel, manager, the Debtor
disclosed $10,030,061 in assets and $8,330,389 in liabilities.
Judge Dennis Montali oversees the case.
Thomas Willoughby, Esq., at Felderstein Fitzgerald Willoughby
Pascuzzi Rios LLP, is the Debtor's counsel.
HARMONY HOLDING: May Use $12,366 Cash Collateral Thru July 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Harmony Holding Group, LLC to use cash collateral for
the period beginning on June 9, 2022, and ending on July 12, 2022,
in an amount not to exceed $12,366, for the following purposes and
in the following priority as set forth in the budget attached to
the Interim Order:
(a) an adequate protection payment to creditor Carmichael JY
L.P. for the month of July in the amount of $4,074;
(b) payment of taxes in the amount of $1,966 for the month of
June and in the amount of $2,382 for the month of July;
(c) necessary maintenance and preservation of the property;
and
(d) payment of reorganization fees.
The Court said within 14 days of the entry of the Interim Order,
the Debtor will provide monthly periodic accountings to Carmichael
setting forth the cash receipts and disbursements made by the
Debtor under the Interim Order. Upon request by Carmichael, the
Debtor will provide Carmichael all other reports reasonably
required by Carmichael as well as copies of the Debtor's monthly
United States Trustee operating reports. In the event the Debtor
defaults or violates the Interim Order, Carmichael is entitled to
request a hearing within 14 days.
The Debtor will permit Carmichael and any of its agents (i)
reasonable and free access to the Debtor's records and place of
business during normal business hours to verify the existence,
condition and location of collateral in which said creditor holds a
security interest and (ii) to audit the Debtor's cash receipts and
disbursements.
The Interim Order is without prejudice to all rights of Carmichael
to seek modification or enhancement of the grant of adequate
protection provided herein and/or to pursue all other rights and
remedies available under the Bankruptcy Code.
A final telephonic hearing on the use of cash collateral is
scheduled for July 12. Objections are due July 7.
A copy of the order is available at https://bit.ly/3A8JqXA from
PacerMonitor.com.
About Harmony Holding Group, LLC
Harmony Holding Group, LLC is engaged in the business of management
of the real property located at 950 Jericho Turnpike, Westbury, New
York 11590 containing professional office spaces and has continued
in possession of its assets and in operation of its business since
the commencement of the Bankruptcy Case.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-70952) on May 2, 2022.
In the petition signed by Robert Manners, executor of owner estate,
the Debtor disclosed up to $1 million in both assets and
liabilities.
Judge Louis A. Scarcella oversees the case.
Randall K. Malone, Esq., at Manners and Malone, PLLC is the
Debtor's counsel.
HOSSEIN S. NAMDARKHAN: $130K Sale of 2008 Ferrari F430 Approved
---------------------------------------------------------------
Judge Michelle V. Larson of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Hossein S. Namdarkhan to sell
the estate's interest in the 2008 Ferrari F430 to Morvared
Namdarkhan for $130,000.
The Debtor is authorized to execute any and all documents necessary
to effectuate to sale of the Estate's interest in the Property.
In the event the Buyer does not close and consummate the sale of
the Property within 14 days of the entry of the Order approving the
Motion, the Debtor is authorized to sell the Property to another
purchaser for the same sales price or a higher amount.
The sale of the Property is free and clear of all liens, claims and
interests, with all liens, claims, and encumbrances existing on the
date of sale attaching to the sales proceeds.
The Federal Rule of Bankruptcy Procedure 6004(h) does not apply to
the Order.
Hossein S. Namdarkhan sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 22-30292) on Feb. 24, 2022. The Debtor tapped Areya
Holder, Esq., as counsel.
HOYOS INTEGRITY: Wins Interim OK on $2.5MM DIP Loan
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Hoyos Integrity Corporation, on an interim basis, to use cash
collateral in accordance with the budget and obtain postpetition
financing.
The Debtor obtained up to $2,500,000 in postpetition financing, but
only up to $600,000 during the Interim Period, pursuant to and in
accordance with the terms and conditions of the Senior Secured,
SuperPriority Debtor-In-Possession Loan and Security Agreement by
and among the Debtor, as borrower, the entities from time to time
party thereto, as lenders, and Manuel A. Varela, in his capacity as
agent.
Green Hills Software LL asserts that on December 15, 2020, the
Debtor, as borrower, and Green Hills, as lender, entered into a
Loan and Security Agreement pursuant to which Green Hills asserts
it agreed to make a loan to the Debtor in the original principal
amount of $4 million and thereafter an additional principal amount
of $105,217. Green Hills further asserts the obligations under the
Green Hills Loan Agreement were secured by security interests and
liens granted by the Debtor to Green Hills upon the "Collateral."
The Debtor does not have sufficient available sources of working
capital to operate the Debtor's business in the ordinary course
without the DIP Facility and the ability to use cash collateral.
As adequate protection, Green Hills is granted a valid, binding,
continuing, enforceable, fully-perfected, nonavoidable, senior
additional and replacement security interest in and lien on all DIP
Collateral.
For all DIP Obligations, whether now existing or hereafter arising,
subject only to the Carve-Out, the DIP Agent, for the benefit of
itself and the DIP Lenders, is granted an allowed superpriority
administrative expense claim in the Borrower's Estate pursuant to
Bankruptcy Code section 364(c)(1), having priority in right of
payment over any and all other obligations, liabilities, and
indebtedness of the Debtor, whether now in existence or hereafter
incurred by the Debtor of every kind or nature.
The Carve-Out means (1) statutory fees payable to the U.S. Trustee
pursuant to 28 U.S.C. section 1930(a)(6) with respect to the
Debtor, (2) the allowed fees and expenses actually incurred by
persons or firms retained by the Debtor or the Creditors Committee
(if appointed) on or after the Petition Date whose retention is
approved by the Bankruptcy Court pursuant to section 327, 328, 363,
or 1103 of the Bankruptcy Code in a cumulative, aggregate sum of
(i) for the period prior to the occurrence of the delivery of a
Carve-Out Trigger Notice, an amount not to exceed the lesser of (A)
the aggregate monthly amounts budgeted to be funded in advance for
each such Professional for such month in accordance with the
Approved Budget (to the extent a Carve-Out Trigger Notice is
delivered mid-week, pro-rated for such month) and (B) the actual
amount of such Allowed Professional Fees for each Professional
incurred on or after the Petition Date up through and including the
date a Carve-Out Trigger Notice is delivered, subject in all
respects to the terms of the Interim Order, the Final Order, and
any other interim or other compensation order entered by the
Bankruptcy Court.
A copy of the order is available at https://bit.ly/3nqqmfP from
PacerMonitor.com.
About Hoyos Integrity
Hoyos Integrity Corporation is an information technology company
that specializes in the fields of mobile, security, and
technology.
Hoyos Integrity sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 22-10365) on April 21,
2022. In the petition signed by Frank Tobin, president, the Debtor
disclosed up to $10 million in estimated assets and up to $50
million in estimated liabilities.
Judge Mary F. Walrath oversees the case.
Raymond H. Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP
serves as the Debtor's legal counsel.
IDE REAL ESTATE: Plan Mulls Sale of $1.3-Mil. Property
------------------------------------------------------
IDE Real Estate Group, LLC submitted a First Amended Combined Plan
of Liquidation and Disclosure Statement.
The Debtor owns the real property commonly known as 24333 Indoplex
Circle, Farmington Hills, MI 48335. According to the Plan, the
fair market value of the property is $1.3 million.
The Oakland County Treasurer possesses a secured claim of
$16,307.15 against the Real Property. Huntington Bank has a
secured claim in the amount of $1,708,044.00 against the Real
Property. It is estimated that $481,360 of Huntington Bank’s
Claim is an Unsecured Claim and will be treated in Class V.
Huntington Bank's secured claim will be paid from the sale proceeds
from the sale of the Real Property on the Distribution Date after
the payment of, the City, the Oakland County Treasurer, the
necessary closing costs associated with the sale of the Real
Property, and the allowed administrative claims of Stevenson &
Bullock, P.L.C. and CBRE, Inc. of the Debtor in the Case and the
allowed administrative claims of Stevenson & Bullock, P.L.C. and
the Subchapter V Trustee in the bankruptcy cases of Signtext 2,
Inc. and The
Frasiers.
With respect to Class V Unsecured Claims, neither pre-confirmation
interest nor post-confirmation interest on Allowed Class V Claims
will be paid. In the event that all Holders of Allowed Class I
through Class IV Claims are paid in full, a creditor in the class
will receive a pro rata distribution incident to its allowed
unsecured claim on the Distribution Date. Class V is impaired.
On the Effective Date, all of the Debtor's rights, titles, and
interests in and to all Assets shall revest in the Liquidating
Debtor to be operated and distributed by the Liquidating Debtor
pursuant to the provisions of this Plan. All of the tangible
Assets of the Debtor will be held in the Stevenson & Bullock,
P.L.C. IOLTA Account and will include, inter alia, the sale
proceeds from the sale of the Real Property, any receivables, and
any cash equivalents not otherwise sold pursuant to an order of the
Court in the Case, and any recoveries from Avoidance Actions.
Counsel for the Debtor:
Elliot G. Crowder, Esq.
Ernest M. Hassan, III, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7907
E-mail: ecrowder@sbplclaw.com
ehassan@sbplclaw.com
A copy of the Combined Plan of Liquidation and Disclosure Statement
dated June 24, 2022, is available at https://bit.ly/3yjWec1 from
PacerMonitor.com.
About IDE Real Estate Group
IDE Real Estate Group LLC is a Single Asset Real Estate (as defined
in 11 U.S.C. Section 101(51B)).
IDE Real Estate Group LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
22-42349) on March 26, 2022. The Debtor stated it has no creditors
holding unsecured claims. At the time of filing, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities.
Judge Thomas J Tucker presides over the case.
Elliot G. Crowder, Esq. at STEVENSON & BULLOCK, P.L.C., is the
Debtor's counsel.
IMERYS TALC: Imerys, Cyrpus Don't Need to Share Docs With Insurers
------------------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge on
Wednesday, June 22, 2022, said insurers' worries about hidden
documents did not require her to order more disclosures during
mediation in the Imerys Talc America and Cyprus Mines Chapter 11
cases that runs until the end of June 2022.
At a virtual hearing, U.S. Bankruptcy Court Judge Laurie Selber
Silverstein denied a request by a group of Imerys' and Cyprus'
insurance carriers to require that the insurers get documents
shared with talc injury claimants, saying if they believe the
companies are hiding information in violation of her mediation
order, they should bring that claim to her.
A full-text copy of the article is available at
https://www.law360.com/bankruptcy/articles/1505123/imerys-cyprus-don-t-need-to-share-docs-with-insurers
About Imerys Talc America
Imerys Talc America, Inc. and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling and distributing talc. Its
talc operations include talc mines, plants and distribution
facilities located in Montana (Yellowstone, Sappington, and Three
Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and
Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also
utilizes offices located in San Jose, Calif., and Roswell, Ga.
Imerys Talc America and its subsidiaries, Imerys Talc Vermont,
Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The
Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as their legal counsel, Alvarez & Marsal North America,
LLC as financial advisor, and CohnReznick LLP as restructuring
advisor. Prime Clerk, LLC, is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
tort claimants in the Debtors' Chapter 11 cases. The tort
claimants' committee is represented by Robinson & Cole, LLP.
IMPERVA INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR
-------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Imperva Inc. to
negative from stable and affirmed its 'B-' issuer credit rating, as
well as its rating on the company's first-lien credit facility at
'B-' and the second-lien term loan at 'CCC'.
S&P said, "Our negative outlook reflects our expectation that
Imperva will need to rapidly pivot to the path of higher
subscription revenue growth, improving EBITDA margin and positive
free cash flow generation; absent of a successful path of cash flow
generation, we believe its capital structure will be unsustainable
longer term. We expect its leverage to remain elevated in the near
term."
Imperva's aggressive transition to subscription-based contracts
combined with leadership changes in the sales organization will be
a headwind to revenue and reduce near-term visibility. Imperva
reported a low single-digit year-over-year revenue decline in the
first quarter of 2022, a substantial reduction from ~20% growth in
the fourth quarter and low single-digit growth in the first quarter
of the prior year. S&P said, "While some of this decline was due to
a challenging comparison due to deal timing and the decision to
exit the Russian market, we believe most of the impact was the
result of changes to its go-to-market strategy and new leadership
in the sales organization. A heightened focus on subscriptions over
perpetual license sales under the firm's "hard pivot" strategy has
driven a significant decline in product, license, and maintenance
sales, which have not yet been replaced by subscription bookings.
This is a common strategic path traversed by many other enterprise
software firms, and while it often leads to a more predictable
recurring revenue model over the longer term, it frequently
involves a period of declining and difficult-to-forecast revenue
performance. We see similar risks to Imperva's transition,
particularly as it coincides with a significant change in senior
sales management--another source of disruption and execution
risk--and heightened risk of a macroeconomic slowdown."
Increased spending on sales and marketing will reduce margins and
increase the risk of an extended period of negative free cash flow
during this transition. S&P said, "Imperva's increasing spending on
sales and marketing may pay dividends over the longer term through
increased annual recurring revenue (ARR) growth, but we see the
timing of this investment as amplifying risks from the revenue
model transition. Higher expenses will weigh on EBITDA margins and
cash flow generation, making any unexpected downturn in cash
inflows more painful, particularly in the context of Imperva's
historically weak free cash flow and high interest burden.
Imperva's S&P Global Ratings-adjusted EBITDA margins declined to
6.9% in the first quarter of 2022 from 20.6% during the same period
in 2021. The company generated negative free cash flow of about $20
million in first-quarter 2022 due to its lower profitability and
unfavorable working capital. We do think that returning margins to
the 30% or greater area within 24 months is achievable if the
company is able to accelerate subscription revenue growth and
capitalize on operating leverage."
S&P said, "Imperva's core served markets continue to grow at
attractive rates, and we believe the firm's strong and improving
renewal rates point to the viability of its product set. We believe
Imperva will benefit from market tailwinds in the application and
database security markets, which are still growing in the
double-digit-percentage area and we expect them to continue to for
the foreseeable future. Additionally, we see growing net retention
rates, which reached over 105% in the past year, good upselling and
cross-selling performance, and consistent growth in ARR as
indicators of the strength of the firm's core data and application
protection products. While we have highlighted above what we see as
key risks stemming from the firm's transition, we view Imperva's
core products as compelling and would be likely to return the firm
to a stable outlook if it can navigate the interim period
successfully.
"Very high financial leverage and a significant interest burden
limit Imperva's ability to weather unexpected adverse events, but
we believe Imperva will maintain adequate liquidity. Absent of any
prolonged sales disruption, we believe Imperva's liquidity should
remain sufficient, supported by ~$80 million of balance sheet cash.
Nevertheless, annual interest expense of over $75 million will give
the firm limited room to endure unexpected weakness in operating
performance even as it revamps its go-to market operations,
particularly as high leverage currently limits access to the
revolving credit facility. While we think that liquidity is
currently adequate against our forecast for negative free cash flow
in the current year, we would be likely to consider a downgrade if
free cash flow were likely to remain significantly negative in 2023
or negative into 2024.
"The negative outlook reflects our expectation that Imperva will
need to rapidly pivot to the path of higher subscription revenue
growth, improving EBITDA margin and positive free operating cash
flow. Given Imperva's very high level of floating-rate debt and a
rising interest rate environment with economic uncertainties,
absent of a successful path of cash flow generation, we believe
Imperva's capital structure will be unsustainable longer term.
"We could lower the rating to 'CCC+' if Imperva continues to
underperform topline revenue growth relative to the market, and
fail to improve EBITDA margin, due to impaired sales execution
related to subscription revenue model transition, increasing
competitive pressures, or weaker customer demand, such that the
company suffers from cash burning for an extended period.
"We could revise the outlook to stable if Imperva is able to
generate positive free operating cash flow within the next 12
months and demonstrate its ability to deliver healthy revenue
growth with sustainable margins improvement. An upgrade is unlikely
over the next 12 months because we expect ongoing pressure on
EBITDA and free cash flow growth."
ESG credit indicators: E2, S2, G3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of the company, as is
the case for most rated entities owned by private-equity sponsors.
We believe Imperva Inc.'s highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns."
INNOVATIVE DESIGNS: Incurs $276K Net Loss in Second Quarter
-----------------------------------------------------------
Innovative Designs, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $275,816 on $37,717 of net revenues for the three months ended
April 30, 2022, compared to a net loss of $123,485 on $25,896 of
net revenues for the three months ended April 30, 2021.
For the six months ended April 30, 2022, the Company reported a net
loss of $407,857 on $100,116 of net revenues compared to a net loss
of $159,450 on $65,913 of net revenues for the six months ended
April 30, 2021.
As of April 30, 2022, the Company had $1.46 million in total
assets, $661,662 in total liabilities, and $795,705 in total
stockholders' equity.
"We will continue to fund our operations from sales and the sale of
our securities. We continue to pay our creditors when payments are
due. We will require more funds to be able to order the material
for our INSULTEX products and to purchase equipment needed for the
manufacture of the INSULTEX product. The Company reached an
agreement with the manufacturer of the INSULTEX material to
purchase a machine capable of producing the INSULTEX material.
Also included in the proposed agreement will be the propriety
formula that creates INSULTEX. The Company took delivery of the
equipment in December 2015. The Company will have to have the
machine installed and ensure that it can be operated in compliance
with all environmental rules and regulations. It is the Company
intentions to have the equipment operational but cannot currently
provide a time estimate. Among the factors affecting the time
estimate are financial resources available to the Company, finding
a suitable facility and bringing technical personal from abroad to
install the equipment. The Company has currently made deposits of
$600,000 on the equipment. The Company has incurred $17,000 of
additional expenses related to shipping. The Company will produce
INSULTEX under its own brand name," Innovative said.
"We must purchase new quality control testing equipment for our
products. The vendor is currently working on the project. We have
estimated a cost of approximately $100,000," the Company said.
The Company will continue to fund its operations from revenues,
borrowings from private parties and the possible sale of its
securities. Should the Company not be able to rely on the private
sources for borrowing and /or increased sales, its operations would
be severely affected as it would not be able to fund its purchase
orders to its suppliers for finished goods and its efforts to
produce its own INSULTEX would be delayed.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1190370/000173112222001096/e3844_10-q.htm
About Innovative Designs
Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc.
operates in two separate business segments: cold weather clothing
and a house wrap for the building construction industry. Both of
its segment lines use products made from INSULTEX, which is a
low-density foamed polyethylene with buoyancy, scent block, and
thermal resistant properties. The Company has a license agreement
directly with the owner of the INSULTEX Technology.
Innovative Designs reported a net loss of $322,732 for the year
ended Oct. 31, 2021, compared to a net loss of $280,743 for the
year ended Oct. 31, 2020. As of Oct. 31, 2021, the Company had
$1.68 million in total assets, $750,116 in total liabilities, and
$932,361 in total stockholders' equity.
Kennett Square, PA-based RW Group, LLC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
Feb. 14, 2022, citing that the Company had net losses and negative
cash flows from operations for the year ended Oct. 31, 2021 and an
accumulated deficit at Oct. 31, 2021. These factors raise
substantial doubt about the Company's ability to continue as a
going concern for one year from the issuance date of these
financial statements.
INVEPA INT'L: $2.6MM Sale of Bay Harbor Islands Property Approved
-----------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Invepa International, LLC's sale of
the nonhomestead property located at 1130 93rd Street, in Bay
Harbor Islands, Florida 33154-2300, to Horizon Group or its
assignee for $2.6 million.
The estate or any escrow/disbursing agent at the closing is
authorized to make immediate payment to the following parties
without further notice or hearing:
a. Finance of America Mortgage LLC - $1,742,885.60 plus
interest which accrues interest at 4.25% per annum from Jan. 11,
2022 until paid
b. Realtor fee for the Purchaser - $52,000
c. Realtor Fee for the Seller - $52,000
d. Miami-Dade Ad Valorem Taxes - $113,000 estimated [full
debt to be paid]
e, Water and Sewer Liens - $30,748.95 estimated [full debt to
be paid]
f. US Trustee Fee - $20,000
g. Fees to the Debtor's Counsel - As presented
The closing agent or the Debtor may additionally pay any costs
customarily paid at a real property closing in Miami-Dade County,
Florida.
Any funds listed above, which are the subject to any dispute, will
be held by the Debtor and may be subjected to review before the
Court in an appropriate matter.
The funds after payment of undisputed costs as well as customary
costs will be held by the estate and not disbursed without further
order of the court.
Nothing in the Sale Order may be used to assert any waiver by the
estate to seek a surcharge against any of the secured creditors of
the estate.
As provided by Bankruptcy Rule 6004(h), the Order will not be
stayed for 14 days after its entry and will be effective forthwith.
The Debtor and the Purchaser are authorized to close the Sale in
immediate fashion and in accordance with the terms and conditions
recited.
The lien filed by Cesar Loyo in Miami-Dade County records, O.R.
Book 31410, page 3744 will be replaced by the unsecured claim in
this estate [Claim 4]; and, the Loyo Lien will be deemed of no
force and effect or a lien against the Real Property.
Finance of America Mortgage LLC ("FAM") will deliver any documents
reasonably requested by the Purchaser's Closing Agent to satisfy
its Judgment or Mortgage of record in the public records of
Miami-Dade County in exchange for the payments recited in paragraph
B.
Pending further order of the Court in connection with the Objection
to Claim filed by the Debtor in the chapter 11 proceeding on May
31, 2022 contesting, inter alia, the amount of the FAM secured
claim against the estate, the lien(s) and security interest(s) of
the FAM Judgment and Mortgage, to the extent not satisfied by the
payment to FAM to be made at the closing of the Sale, as specified
in B above, will attach to the proceeds of the sale retained by
the Debtor in the same order and priority as such lien(s) and
security interest(s) attached to the Real Property.
Any party objecting to the Sale Order must exercise due diligence
in filing an appeal and pursuing a stay or risk its appeal being
foreclosed as moot in the event Purchaser and the Debtor elect to
close prior to this Sale Order becoming a Final Order.
The Sale Order is incorporated by a confirmed Chapter 11 plan.
Copies of the order will be delivered to all entities or parties of
interest.
About Invepa International
Invepa International is a Miami-based company engaged in renting
and leasing real estate properties.
Invepa International filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-12929) on April 15, 2022, listing as much as $10 million in
both
assets and liabilities. Katiuska Vegas, member, signed the
petition.
Judge Robert A. Mark presides over the case.
Robert C. Meyer, Esq., at Meyer & Nunez, PA serves as the Debtor's
counsel.
ISABEL ENTERPRISES: Class 6(b) Unsecureds to Get Disposable Income
------------------------------------------------------------------
Isabel LLC and Isabel Enterprises, Inc., filed with the U.S.
Bankruptcy Court for the District of Oregon a Disclosure Statement
for Joint Chapter 11 Plan of Reorganization dat
The primary event leading to the filing of the Debtors' chapter 11
cases was an impending sheriff's sale for the Real Property. The
impending sale was the result of a foreclosure action initially
instituted by the Condominium Owners' Association on or around
April 2019 under Multnomah County Circuit Court Case No. 19CV18681
(the "Foreclosure Action"). Beneficial State Bank, originally a
defendant, filed its own foreclosure cross-claims and third-party
claims and became the primary plaintiff in the Foreclosure Action.
The Debtors' reorganization plan is predicated on two conditions:
first, a restructuring under section 1129 of the Bankruptcy Code of
Isabel LLC's secured debt obligations; and second, receipt of
third-party financing to satisfy OR Real Estate's Foreclosure
Judgment and Supplemental Judgment from the Foreclosure Action.
Each condition is inherently dependent on the other, given the
Debtors are currently non-operating and no third party will provide
financing to enable the Debtors to re-start operations unless the
Debtors' proposed reorganization is first confirmed by the
Bankruptcy Court.
The Debtors submit that they will be able to service the
restructured debt obligations of the LLC Debtor once the
Enterprises Debtor has approval to implement its new business plan,
along with cash flow projections for the next three years.
Class 6(a) consists of General Unsecured Creditors of the LLC
Debtor. Payment in full over the Joint Plan Term following the
Effective Date.
Class 6(b) consists of General Unsecured Creditors of the
Enterprises Debtor. Payments over the Joint Plan Term from the
disposable income of the Enterprises Debtor.
Class 7 consists of Intercompany Claim of the LLC Debtor. Payment
in full prior to expiration of the Joint Plan Term; provided that
the Enterprises Debtor, as a Reorganized Debtor, shall make no
distributions or dividends to shareholders pending payment of the
intercompany claim.
Class 8(a) consists of Membership units in the LLC Debtor which
shall be retained.
Class (b) consists of Shares in the Enterprises Debtor which shall
be retained.
The Joint Plan constitutes a motion by the LLC Debtor seeking
authority to sell the Real Property to the highest and best bidder,
subject to an auction in the event the LLC Debtor receives more
than one bona fide offer for the Real Property. The Debtors shall
take reasonable efforts to obtain a Confirmation Order that
authorizes the sale of the Real Property under the Joint Plan
following the Confirmation Date in the event the Debtors or the
Bankruptcy Court determine that consummation of the Joint Plan is
not feasible.
The Debtors are undertaking efforts to go effective and restart
operations in the premises no later than October 1, 2022. On the
Effective Date, (i) all property of the Debtors' respective estates
shall automatically vest in each of the respective Reorganized
Debtors, and (ii) all property of the Reorganized Debtors shall be
free and clear of all Claims of Creditors, except as otherwise
provided for in the Joint Plan.
A full-text copy of the Disclosure Statement dated June 27, 2022,
is available at https://bit.ly/3nocQcp from PacerMonitor.com at no
charge.
Attorneys for Debtors:
Oren B. Haker
STOEL RIVES LLP
760 SW Ninth Avenue, Suite 3000
Portland, OR 97205
Telephone: 503.224.3380
Facsimile: 503.220.2480
oren.haker@stoel.com
About Isabel Enterprises
Isabel LLC owns two tax lots consisting of a commercial unit
located at 330 NW 10th Avenue, #116, Portland, Oregon 97209 and a
related parking unit. Historically, Isabel LLC leased the property
to affiliate Isabel Enterprises, which operated a restaurant on the
premises commonly known as the Isabel Pearl. Amid deteriorating
conditions in the neighborhood and the pandemic, the restaurant
shut operations in July 2019.
Amid an impending sale of the property as a result of a foreclosure
action initially instituted by the Condominium Owners' Association,
Isabel Enterprises, Inc., and Isabel LLC sought Chapter 11
protection (Bankr. D. Ore. Lead Case No. 22-30801) on May 18, 2022.
In its petition, Isabel Enterprises was estimated to have $50,000
to $100,000 in assets and $1 million to $10 million in
liabilities.
The Hon. Peter C. Mckittrick oversees the cases.
Oren B. Haker, Esq., of Stoel Rives LLP is the Debtors' counsel.
JAXON5 IMPORTS: Seeks to Hire Baker & Associates as Legal Counsel
-----------------------------------------------------------------
Jaxon5 Imports, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Baker & Associates as
its legal counsel.
The firm's services include:
a. analyzing the Debtor's financial situation;
b. advising the Debtor of its duties under the Bankruptcy
Code;
c. preparing schedules of assets and liabilities, statements
of affairs, motions and other legal papers;
d. representing the Debtor at the first meeting of creditors;
e. representing the Debtor in all proceedings before the
bankruptcy court and in any other judicial or administrative
proceeding where its rights may be litigated or otherwise
affected;
f. preparing and filing a Chapter 11 plan of reorganization;
and
g. assisting the Debtor in matters relating to its bankruptcy
case.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Attorneys $400 - $525 per hour
Paralegals $125 - $175 per hour
In addition, the firm will seek reimbursement for work-related
expenses.
Prior to the filing of its case, the Debtor provided the firm with
a deposit in the amount of $7,500, of which $1,738 was used to pay
the filing fees.
Reese Baker, Esq., the firm's attorney who will be providing the
services, disclosed in a court filing that he is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Baker and Associates can be reached at:
Reese W. Baker, Esq.
Baker and Associates
950 Echo Lane, Suite 300
Houston, TX 77024-2824
Phone: (713) 869-9200
Fax: (713) 869-9100
Email: courtdocs@bakerassociates.net
About Jaxon5 Imports
Jaxon5 Imports, LLC, is a licensed and bonded freight shipping and
trucking company running freight hauling business from Cypress,
Texas.
Jaxon5 Imports filed a petition for relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No.
22-31596) on June 7, 2022, listing as much as $500,000 in both
assets and liabilities. Catherine Stone Curtis has been appointed
as Subchapter V trustee.
The case is assigned to Judge Jeffrey P Norman.
Reese W. Baker, Esq., at Baker & Associates is the Debtor's
counsel.
JCB TRUCKING: Auction Sale of JKM's Lafayette Property Approved
---------------------------------------------------------------
Judge Robert E. Grant of the U.S. Bankruptcy Court for the Northern
District of Indiana authorized JCB Trucking Enterprises LLC and JKM
Storage and Rentals LLC to sell JKM's interest in the real estate
that is comprised of a large warehouse and approximately 9 acres
located at 2331 South 30th Street, in Lafayette, Indiana 47905, and
all fixtures and related personal property located in or on the
Real Estate by means of public auction to be held onsite at the
Property as soon as practicable thereafter following a 21-day
notice to all parties in interest, on the terms more specifically
set forth in the Auction Agreement.
The sale of the Property will not occur and is not authorized if
the net proceeds to the estate from the Sale of the Property are
less than the value of the liens asserted against the Property by
Apex Capital Partners, LLC, Canam Steel Corp., First Merchants
Bank, Integrity Contractors, Inc., Irving Materials, Inc.,
Kokopelli LLC, M.P. Baker Electric, Inc., U.S. Small Business
Administration, UISC, LLC, and United Rentals, Inc. (collectively,
the "Potential Lien Holders").
The sale of the Property will be free and clear of any interest.
All Potential Lien Holders will have the right to credit bid any of
their respective allowed claims as part of the purchase price for
the Property.
Within seven days of the completion of the sale of the Property,
the Debtors will file a report of sale with the Court and serve the
report as required by N.D. Ind. L.B.R. B-6004-1(c).
The only proceeds from the sale of the Property Debtors are
authorized to disburse at the closing on the sale of the Property
are to DSA for their Commission in the amount of 4% from the gross
proceeds of the sale of the Property and any necessary and
reasonable out-of-pocket costs other than the Marketing Fees
(collectively, the "DSA Commission and Fees").
Unless a chapter 11 plan has been confirmed in the case, all
proceeds of the sale of the Property other than the DSA Commission
and Fees will not be disbursed until the Court enters a subsequent
order authorizing the distribution following an appropriate motion
upon notice to all creditors and parties in interest, in accordance
with N.D. Ind. L.B.R. B-2002-2.
In the event a chapter 11 plan has been confirmed in the case prior
to theclosing of the sale of the Property, the Debtors will
distribute all proceeds from the sale of the Property other than
the DSA Commission and Fees pursuant to the terms of the confirmed
chapter 11 plan without further Order from the Court.
About JCB Trucking Enterprises
JCB Trucking Enterprises, LLC is a privately held company
operating
in the general freight trucking industry. The company is based in
Lafayette, Ind.
JCB Trucking Enterprises and its affiliate, JKM Storage & Rentals,
LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 22-40047) on March
18, 2022, listing up to $50,000 in assets and up to $10 million in
liabilities. Douglas R. Adelsperger serves as Subchapter V
trustee.
Judge Robert E. Grant oversees the cases.
Sarah L. Fowler, Esq., at Overturf Fowler, LLP and Heath CPA &
Associates serve as the Debtors' legal counsel and accountant,
respectively.
JODY WADE: Sale of All Causes of Action to FirstCapital Granted
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Scott M. Seidel, acting in his capacity as Chapter 7
Trustee of the bankruptcy estate of Jody Wade Enterprises, LLC, and
Collins Motor Co., LLC, to all causes of action of the estate
against Jody Randolph Wade and related Wade entities to
FirstCapital Bank of Texas, N.A.
The Asset Purchase Agreement, and all of the terms and conditions
thereof, are approved.
The Trustee is authorized and directed to take all actions
necessary or appropriate to: (i) consummate the sale of the Causes
of Action to FirstCapital in accordance with the Motion to Sell,
the Asset Purchase Agreement, and the Order; (ii) assume and assign
the causes of action to FirstCapital Bank of Texas, N.A upon
payment and compliance with the terms of the Asset Purchase
Agreement.; and (iii) perform, consummate, implement and close
fully the Asset Purchase Agreement together with all additional
instruments and documents that may be reasonably necessary or
desirable to implement the Asset Purchase Agreement.
About Jody Wade Enterprises and
Collins Motor Company
Jody Wade Enterprises, LLC and Collins Motor Company, LLC filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case Nos. 20-70310 and 20-70311) on Nov.
30, 2020. The cases are jointly administered with the Chapter 11
case filed by Jody Randolph Wade, the Debtors' managing member.
At the time of the filing, Jody Wade Enterprises and Collins Motor
disclosed assets of between $1 million and $10 million and
liabilities of the same range.
Judge Harlin Dewayne Hale oversees the cases.
R. Byrn Bass, Jr., Esq., and Craig, Terrill, Hale & Grantham, LLP
serve as the Debtors' bankruptcy attorney and special counsel,
respectively.
JOHN VARVATOS: Workers' Discrimination Suit Loses at 3rd Circuit
----------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit on June 23, 2022,
upheld a lower court's dismissal of a sex bias suit filed by
employees of men's clothing retailer John Varvatos Enterprises
Inc., ruling that the class of female employees hadn't shown
inequitable conduct by the debtor's owners.
In an opinion from U.S. Circuit Court Judge Thomas L. Ambro, the
three-judge panel determined that the class of workers couldn't
justify subordinating the secured claims of Varvatos owner
Lion/Hendrix Cayman Ltd. because the owner hadn't acted inequitably
in the underlying claims.
In May 2020, menswear company John Varvatos Enterprises -- like
many retailers in recent years -- filed for bankruptcy. Just prior
to filing, the company became liable for millions in damages
stemming from a class action challenging its policy of giving free
clothes to male, but not female, employees. Bankruptcy would leave
this class of judgment creditors with only a fraction of that sum.
So the class filed an adversary complaint in the Bankruptcy Court
seeking to subordinate the claim of a senior secured creditor so
its own unsecured claim could be paid in full. The Court dismissed
its complaint, and the District Court affirmed. The Third Circuit
upheld the rulings by the lower courts.
Sex-Discrimination Class Action
In 2017, Tessa Knox, a former Varvatos employee, brought a
sex-discrimination class action alleging that the company's
clothing-allowance policy violated the Federal Equal Pay Act, the
New York Equal Pay Act, the New York Human Rights Law, and Title
VII of the Civil Rights Act of 1964. The Court certified a class of
69 current and former women sales professionals, with Knox serving
as class representative. A jury found that Varvatos violated the
civil rights laws and was liable for punitive damages under Title
VII. On March 24, 2020, a judgment was entered in favor of the
Class and against the company for $3,516,051.
On May 6, Varvatos and two affiliated entities filed voluntary
petitions for bankruptcy protection under Chapter 11 of the
Bankruptcy Code. The Debtors signed that same day an asset
purchase agreement with Lion/Hendrix Cayman Limited ("LHCL"). At
the time, LHCL owned Lion/Hendrix Corp., which owned Varvatos.
LHCL in turn was majority-owned and controlled by affiliates of
Lion Capital Fund III Partnerships. Under the proposed purchase
agreement, LHCL would buy substantially all the Debtors' assets for
$19,450,000 in cash and a credit bid of $76 million in secured debt
held by it. Because the sale would, if approved, leave little for
holders of unsecured claims, the Class filed an adversary
proceeding in the Bankruptcy Court seeking to equitably subordinate
(that is, deprioritize) LHCL's secured claim. It alleged it would
be unjust for LHCL to be paid before the Class because LHCL and its
affiliates "encouraged" and "facilitated" Varvatos's unlawful
clothing-allowance policy.
Equitable Subordination
The U.S. Court of Appeals for the Third Circuit noted that secured
claims (like that of LHCL) are given priority and paid before
unsecured claims (like that of the Class), which scheme is
"fundamental to the Bankruptcy Code's operation." The Code does,
however, permit a bankruptcy court to disturb the claim hierarchy
"under principles of equitable subordination." For it to apply,
three factors must be met: (1) the higher priority creditor must
have engaged in inequitable conduct, (2) that conduct injured a
lower priority creditor or unfairly advantaged the misbehaving
creditor, and (3) claim subordination would not be inconsistent
with the Bankruptcy Code.
"The Class specifies no additional facts that might raise a
reasonable inference that LHCL behaved badly. The Class broadly
asserts that it could allege facts demonstrating that LHCL --
rather than some other Lion entity -- offered Varvatos the
AllSaints discount and that Varvatos would, in the absence of that
benefit, have changed its clothing-allowance policy...But even if
available and proven, this would suggest only that the provision of
an LHCL-related benefit to Varvatos's women sales professionals
contributed to Varvatos's decision to continue its prior
misconduct, not that LHCL itself engaged in misconduct," Circuit
Judge Ambro ruled.
A copy of the opinion is available at
https://www2.ca3.uscourts.gov/opinarch/212766np.pdf
About John Varvatos Enterprises
John Varvatos Enterprises, Inc., is an American international
luxury men's lifestyle brand founded by fashion designer John
Varvatos in 1999. It operates retail stores in the United States
and other countries worldwide. It sells, manufactures, and designs
fashion products for men such as sweaters, knits, tees, tailored
clothing, jeans, pants, jackets, and accessories.
John Varvatos Enterprises generates revenue through the sale of
merchandise through the department store and specialty wholesale
distribution, a transactional globally accessible website, and its
27 brick and mortar retail locations.
John Varvatos Enterprises, Inc., and its affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 20-11043) on May 6,
2020.
John Varvatos Enterprises was estimated to have $10 million to $50
million in assets and $100 million to $500 million in liabilities
as of the bankruptcy filing.
The Honorable Mary F. Walrath is the case judge.
The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as counsel;
Clear Thinking Group as financial advisor; MMG Advisors, Inc., as
investment banker; and Omni Agent Solutions as claims agent.
JOSEPH R. MIRTO: $725K Sale of New York City Property Approved
--------------------------------------------------------------
Judge Louis A. Scarcella of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Joseph R. Mirto's sale of
his interest in and assignment of the proprietary lease for the
cooperative unit located at 580 Park Avenue, Unit 1W, in New York
City, to Vidya Valada for $725,000.
The free and clear of all liens, claims and encumbrances with any
such liens, claims and encumbrances to attach to the proceeds of
the sale.
The Debtor is authorized to sign such documents as are reasonable
and necessary to effectuate the terms of this Order and to pay the
ordinary and customary fees and expenses, subject to court approval
if necessary, at closing, including but not limited to mortgage
payoff, broker fees, legal fees and title charges.
Joseph R. Mirto sought Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 21-70033) on Jan. 10, 2021. The Debtor tapped John Lehr, Esq.,
as counsel.
JOSEPH RYAN ELLISON: $300K Sale of Junction City Bowl Asset Denied
------------------------------------------------------------------
Judge Mitchell L. Herren of the U.S. Bankruptcy Court for the
District of Kansas denied without prejudice Joseph Ryan Ellison's
sale of the real estate and the personal property of the sole
proprietorship identified as Junction City Bowl to John Hardman for
$300,000, subject to higher and better offers.
The Debtor's Motion to Approve Sale of Junction City Bowl, Free and
Clear of Liens, Claims, Interests, and Encumbrances was filed Jan.
24, 2022 and scheduled for evidentiary hearing on May 5, 2022. On
May 4, the Debtor's counsel notified the Court that the parties
were "working on a deal" and wanted to be removed from the May 5
evidentiary hearing setting and put to the May 25, 2022 docket to
make sure they have a deal. At the May 25 hearing, it became
apparent that no deal had been struck and the parties were still
negotiating and awaiting prospective terms from a broker.
Joseph Ryan Ellison sought Chapter 11 protection (Bankr. D. Kan.
Case No. 22-10044) on Jan. 24, 2022. The Debtor tapped Eric D.
Bruce, Esq., as counsel.
KINSEY & KINSEY: Wins Interim Cash Collateral Access Thru July 8
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Kinsey & Kinsey, Inc. to use cash
collateral on an interim basis in accordance with the budget and
provide adequate protection through July 8, 2022.
As of the Petition Date, Byline Bank is owed not less than
$274,000, plus fees and costs from the Debtor. The Byline
Indebtedness arises from a loan made by Byline to the Debtor as
evidenced by, among other things, a Promissory Note dated December
28, 2021, in the principal amount of $750,000.
As of the Petition Date, the Debtor owed the SBA approximately
$200,000. The SBA Indebtedness arises from loans made by the SBA to
the Debtor as evidenced by (a) a Loan Authorization and Agreement,
(b) a Note dated March 31, 2022, and (c) a Security Agreement Group
Exhibit 2 of the Motion.
Bellin Memorial Hospital holds a judgement entered against the
Debtor and in favor of Bellin in the amount of $786,749. The Debtor
disputes its liability to Bellin. Bellin holds what the Debtor
believes to be a citation lien upon all of the Debtor's assets to
secure its claim against the Debtor.
As adequate protection of their interests, the Secured Creditors,
without the need for any additional filing or recording, are
granted valid, binding, enforceable and perfected liens and
security interests in and on any of the Debtor's now owned assets,
or assets acquired after the Petition Date, wherever located, to
the same extent, validity and priority held by the Secured
Creditors on the Petition Date and to the extent of any
post-petition diminution of the Secured Creditors' Collateral owned
by the Debtor.
As further adequate protection, the Debtor must pay Byline Bank the
adequate protection (interest) payment required by the budget.
The Debtor must maintain insurance coverage upon all of its assets
and provide proof of insurance to the Secured Creditors and the
United States Trustee upon written request.
The authority to use the cash collateral granted in the order will
remain in effect until the earliest of: (a) July 8; (b) the
conversion of the case to a case under Chapter 7 of the Bankruptcy
Code; (c) the dismissal of the Case; or (d) determination by the
Court of a material breach of the Order by the Debtor. Upon any
such termination, all rights to use the cash collateral will
immediately terminate.
A status hearing on the Debtor's right to use cash collateral is
scheduled for July 7, 2022, at 10:45 am via Zoom for Government.
A copy of the order is available at https://bit.ly/3u4daB3 from
PacerMonitor.com.
About Kinsey & Kinsey, Inc.
Kinsey & Kinsey, Inc. provides a broad range of expertise in the
areas of financials, procurement, human resources, payroll,
budgeting, planning, distribution, manufacturing and more.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-06775) on June 16,
2022. In the petition signed by by Bradley J. Kinsey,
vice-president, the Debtor disclosed $851,664 in total assets and
$1,396,477 in total liabilities.
Judge Carol A. Doyle oversees the case.
Chester H. Foster, Jr., Esq. at Foster Legal Services, PLLC is the
Debtor's counsel.
LBM ACQUISITION: Fitch Affirms 'B' IDR & Alters Outlook to Stable
-----------------------------------------------------------------
Fitch Ratings has revised LBM Acquisition, LLC's (LBM) Rating
Outlook to Stable from Negative and affirmed the Long-Term Issuer
Default Rating (IDR) at 'B'. Fitch has also upgraded BCPE Ulysses
Intermediate, Inc.'s IDR to 'B-' from 'CCC+' and maintained the
Stable Rating Outlook. Fitch has affirmed all of the long-term
ratings on LBM's outstanding debt and upgraded the holding company
(holdco) payment-in-kind (PIK) note issued by BCPE to 'CCC'/'RR6'.
Fitch has also assigned a 'BB'/'RR1' to the company's asset-based
loan (ABL) revolver.
The revision in LBM's Rating Outlook to Stable reflects the
company's strong execution on its M&A strategy and significant
increase in scale, which will allow the company to generate
structurally higher EBITDA margins than Fitch previously forecast.
Fitch believes that stronger EBITDA and FCF margins in more benign
housing and lumber market environments will allow the company to
continue to execute on its debt-financed growth strategy while
maintaining total operating company (opco) debt to Fitch-adjusted
EBITDA in the 5x-6x range, which supports the 'B' IDR.
The upgrade in BCPE's IDR to 'B-' reflects Fitch's view the
consolidated credit profile of the group reflects a 'B' risk, up
from 'B-' previously. Fitch expects consolidated leverage
(including the holdco PIK note) to be sustained at or below 6x
during the rating horizon, in line with Fitch's prior positive
rating sensitivity for the company. Fitch rates BCPE's IDR one
notch lower than the consolidated credit profile, as its access to
LBM's cash flows could be constrained by covenants on LBM's debt,
particularly during a stress scenario.
KEY RATING DRIVERS
High Run-Rate Leverage: LBM and BCPE's leverage is currently strong
for the 'B' rating due to significant earnings generation supported
by the residential housing market backdrop and record-high lumber
prices. Fitch expects opco leverage (total debt excluding BCPE PIK
notes/operating EBITDA) to approximate 5.5x over the medium term.
Fitch's forecast assumes that lumber prices normalize toward an
average range of $450-$500 per thousand board feet in fiscal 2023
and beyond. Fitch's forecast also assumes that comparable sales
volumes decline by the mid- to high single digits in 2023, driven
by a slowdown in residential housing construction. The forecast
assumes the company will generate 8.0%-8.5% Fitch-adjusted EBITDA
margins in this environment.
Relatively Low EBITDA Margins: LBM's profitability metrics are
commensurate with a 'B' category building products issuer and are
roughly in line with large distributor peers. Fitch-adjusted EBITDA
margins have historically been in the 6%-7% range, while FCF
margins have sustained in the low single digits. Fitch expects
EBITDA margins to be above 8% during the forecast, driven by
stronger operating leverage and earnings synergies with acquired
entities.
Financial Flexibility: LBM had good financial flexibility as of
March 31, 2022. Fitch expects the company to maintain ample
availability under its $1.45 billion ABL facility over the medium
term. The company's near-term debt maturities are limited to 1%
term loan amortization per year until BCPE's PIK toggle notes and
LBM's term loans come due in 2027. The company's $2.1 billion of
interest rate hedging should allow it to maintain appropriate
EBITDA/interest paid levels over the medium term, during the
expected rising rate environment. Fitch expects EBITDA/interest
paid to be sustained around 3.0x over the medium term.
Aggressive Capital Allocation Strategy: Fitch expects ownership
under Bain Capital to manage LBM's balance sheet aggressively
through further debt-financed M&A activity. Fitch believes
ownership has a high leverage tolerance as evidenced by the high
leverage multiple at the close of the acquisition in December 2020
and its willingness to issue holdco PIK notes for shareholder
remuneration shortly after the completion of the acquisition. LBM
completed $2.1 billion in acquisitions in 2021 which was financed
via $1.9 billion in debt issuance and $0.2 billion in FCF
generation. Fitch expects the company to continue to rapidly
consolidated the building products distribution sector during the
rating horizon, which will increase debt.
Competitive Position: LBM has strengthened its competitive position
in the professional building products distribution sector over the
past several years. Fitch estimates it is now the third-largest pro
building products distributor in the U.S. by total revenue. Fitch
believes the company's growth and synergy realization with its
portfolio of acquired companies will allow it to maintain
structurally higher margins compared with 2020, when Bain purchased
the company. The company's competitive position is weaker than
investment-grade building product manufacturer peers, due to the
highly fragmented nature of the distribution industry and the
company's exposure to commoditized product offerings.
Fitch has loosened the rating sensitivities for LBM due to its
successful M&A strategy, which has allowed it to significantly
increase its overall scale and will likely produce higher run-rate
EBITDA margins during benign housing and lumber market
environments, enhancing its FCF generating ability. Fitch considers
5.0x-6.5x opco leverage levels appropriate for LBM's 'B' IDR
compared with the prior sensitivity of 4.5x-6.0x. See the Rating
Sensitivities section below for a full list of sensitivities.
Highly Cyclical End Markets: The majority of LBM's sales are
directed to highly cyclical end markets. The company estimates that
about 69% of sales were to new single and multi-family home
construction, 9% to commercial construction and 10% to other end
markets in fiscal 2021. The remaining sales are exposed to the
residential and commercial repair and remodel end markets. The
company's substantial exposure to new construction weighs
negatively on the credit profile when compared with other building
products suppliers that have more stable end-market exposure.
DERIVATION SUMMARY
LBM's IDR reflects Fitch's expectation that opco leverage will be
sustained in the 5x-6x range in normalized housing and lumber
market environments. The rating also incorporates its strong market
position within the building products distribution sector,
partially offset by the company's weaker competitive position and
operating margins relative to higher-rated products manufacturers.
The high cyclicality of LBM's end markets and the sponsor's
aggressive capital allocation strategy are also reflected in the
'B' IDR. LBM's overall scale is a credit strength relative to other
'B' category building products peers, such as Park River Holdings,
Inc. (B/Negative) and Chariot Buyer LLC (B/Negative). LBM has
weaker profitability but stronger leverage than these peers.
Fitch also applies its Parent and Subsidiary Linkage Rating
Criteria to derive the IDRs for LBM and BCPE. Fitch considers LBM's
credit profile stronger than that of the parent BCPE due to LBM's
unrestricted access to operating cash flow, compared to BCPE's
qualified access to cash flow through permitted upstreaming of
dividends from LBM to BCPE, which is the only cash flow that
supports BCPE's capacity to service or repay its debt. Following
the Stronger Subsidiary Path, Fitch determines that Legal Ring
Fencing is Porous, due to the existence of covenants on LBM's
relatively short-dated debt, which could restrict cash flow between
the entities. Fitch also assesses Access & Control as Porous, as
LBM manages most of its funding needs. This assessment is partially
offset by BCPE's full indirect ownership of LBM.
Fitch views the consolidated credit profile of the group as a 'B'
risk. LBM's Standalone Credit Profile (SCP) of 'B' reflects the 'B'
IDR, as both opco leverage and consolidated leverage are
commensurate with this rating level. LBM's IDR is capped at its
SCP. Fitch rates the IDR of BCPE one notch lower than the
consolidated credit profile to reflect the risk that the parent's
access to subsidiary cash could be constrained by covenants in
place on LBM's debt, particularly during a stress scenario.
KEY ASSUMPTIONS
-- Significant revenue growth and margin expansion in 2022 due to
inorganic growth and supportive end markets, leading to EBITDA
over $1.0 billion and opco leverage below 4x at YE 2022.
-- Lumber prices average between $450-$500 per thousand board
feet during fiscals 2023-2025, and residential housing demand
wanes.
-- Fitch-adjusted operating EBITDA margins approximate 8.0%-8.5%
over the medium term.
-- Aggressive debt-funded acquisition strategy continues during
the rating horizon.
-- FCF margins in the low- to mid-single-digit percentages during
the rating horizon.
-- Opco leverage of approximately 5.5x and consolidated leverage
at about 6.0x over the medium term.
-- EBITDA/interest paid sustained around 3.0x.
Recovery Analysis Assumptions
The recovery analysis assumes that LBM would be considered a going
concern (GC) in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim and a 4% concession payment from LBM's secured
lenders to LBM's unsecured bondholders in the analysis.
Fitch's GC EBITDA estimate of $500 million estimates a
post-restructuring sustainable EBITDA. This is about 54% below
Fitch-calculated pro forma EBITDA (before synergies) for the LTM
ending March 31, 2022.
The GC EBITDA is based on Fitch's assumption that distress would
arise from weakening in the housing market combined with losses of
certain customers. Fitch estimates that annual revenues, which are
about 20% below Fitch-forecasted 2023 levels, and Fitch-adjusted
EBITDA margins of about 7.5%-8.0% would capture the lower revenue
base of the company after emerging from a housing downturn, plus a
sustainable margin profile after right sizing. This results in
Fitch's $500 million GC EBITDA assumption.
Fitch assumed a 6.0x evaluation value (EV) multiple to calculate
the GC EV in a recovery scenario. The 6.0x multiple compares with a
5.5x multiple for New AMI I, LLC (B/Stable) and Doman Building
Materials Group Ltd. (B/Stable). These peers are smaller in scale
and have narrower product offerings than LBM.
Fitch assumes the ABL revolver has $1.0 billion outstanding at the
time of recovery, which accounts for potential shrinkage in the
available borrowing base during a period of deflating lumber prices
and contracting volumes that causes a default, and is assumed to
have prior-ranking claims to the term loan in the recovery
analysis. The analysis results in a recovery corresponding to an
'RR1' for the $1.45 billion ABL and an 'RR3' for LBM's $2.8 billion
in cumulative term loan borrowings. LBM and BCPE's unsecured debt
receive recoveries corresponding to an 'RR6'.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
LBM
-- Fitch's expectation that LBM's standalone total debt/operating
EBITDA (opco leverage) will be sustained below 5.0x;
-- The company lowers its end-market exposure to the new home
construction market to less than 50% of sales in order to
reduce earnings cyclicality and credit metric volatility
through the housing cycle;
-- LBM maintains a strong liquidity position, with no material
short-term debt obligations.
BCPE
-- Improvement in the consolidated credit profile of the group,
as evidenced by total consolidated debt/operating EBITDA
(consolidated leverage) sustaining below 5.0x (which includes
holdco PIK toggle notes as debt).
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
LBM
-- Fitch's expectation that standalone total debt/operating
EBITDA (opco leverage) will be sustained above 6.5x or that
standalone net debt/operating EBITDA will be sustained above
6.3x;
-- Escalation of shareholder friendly activity; this may include
additional debt at the holdco, such that Fitch deems the
probability of default materially increasing at LBM, or
dividends decisions at LBM aimed at supporting the holdco;
-- EBITDA/interest paid falls below 2.0x;
-- Fitch's expectation that FCF will approach neutral or fall to
negative.
BCPE
-- Deterioration in the consolidated credit profile of the group,
as evidenced by total consolidated debt/operating EBITDA
(consolidated leverage) sustaining above 6.5x of consolidated
net debt/operating EBITDA sustaining above 6.3x.
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: The company had adequate liquidity as of March
31, 2022, supported by the borrowing availability under LBM's ABL
revolver. Pro forma for the amendment to the ABL credit agreement,
which increased borrowing capacity to $1.45 billion in May 2022,
Fitch estimates the company has about $947 million of borrowing
availability based on March 31, 2022 outstanding amounts of $465
million and outstanding LOCs of $37 million. The company had $73
million of readily available cash at the end of 1Q22.
Maturity Schedule: The company has no meaningful debt maturities
until 2027, when the ABL revolver, secured term loan and BCPE's
unsecured PIK toggle notes come due. The term loan amortizes at 1%
annually and is subject to an excess cash flow sweep.
ISSUER PROFILE
LBM is one of the largest U.S. pro building products distributors
by annual revenues in the highly fragmented distribution industry.
The company offers a broad suite of product offerings to
homebuilders, commercial construction customers, and repair and
remodel professionals.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch considers the holdco PIK toggle notes not debt of the rated
entity (LBM). Fitch deducts upstreamed dividends to the holdco from
LBM's FFO due to the fixed recurring nature of the payment and the
interest-like qualities of the dividend, as it is being used to
service required interest payments on the holdco's debt. Fitch also
adds back nonrecurring transaction expenses, stock-based
compensation and inventory step-up charges to EBITDA.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
LBM Acquisition, LLC LT IDR B Affirmed B
senior secured LT BB New Rating RR1
senior unsecured LT CCC+ Affirmed RR6 CCC+
senior secured LT B+ Affirmed RR3 B+
BCPE Ulysses LT IDR B- Upgrade CCC+
Intermediate, Inc.
senior unsecured LT CCC Upgrade RR6 CCC-
LEGGETT REAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Leggett Real Estate Holdings, LLC
1175 Leggett Avenue
Bronx, NY 10474
Chapter 11 Petition Date: June 27, 2022
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 22-10882
Debtor's Counsel: Alan L. Braunstein, Esq.
RIEMER & BRAUNSTEIN LLP
Times Square Tower, Suite 2506
Seven Times Square
New York, NY 10036
Tel: (617) 880-3516
Email: abraunstein@riemerlaw.com
Debtor's
Financial
Advisor: ASI ADVISORS, LLC
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Tyren Eastmond as president and CEO.
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/YF6JA7Y/Leggett_Real_Estate_Holdings_LLC__nysbke-22-10882__0001.0.pdf?mcid=tGE4TAMA
LUCCI RESTAURANT: Seeks to Hire Block Advisors as Tax Accountant
----------------------------------------------------------------
Lucci Restaurant Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire Block Advisors
to perform tax accounting services.
The firm will charge a flat fee of $1,000 for the preparation of
the Debtor's annual tax returns and monthly accounting services,
and its customary hourly fees of $200 to $350 for other services.
Meanwhile, Block Advisors will charge $1,200 for the preparation
and filing of the 1120S forms with the IRS and IL 1120 ST for
2022.
Anthony Louras, a certified public accountant at Block Advisors,
disclosed in a court filing that he is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Anthony D. Louras, CPA
Block Advisors
23 E. Madison
Chicago, IL
Phone: 312-263-0843
About Lucci Restaurant Group
Lucci Restaurant Group, LLC, owner of a full-service restaurant in
Deerfield, Ill., filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-03452) on March
25, 2022, listing up to $500,000 in assets and up to $10 million in
liabilities.
Judge David D. Cleary oversees the case.
Richard N. Golding, Esq., at The Golding Law Offices, P.C. serves
as the Debtor's legal counsel.
LUCERO LLC: Court Confirms Plan as Modified
-------------------------------------------
Judge Dennis Montali has entered an order confirming Lucero LLC et
al.'s Plan, as modified.
The Court determined that the Plan, as modified, meets the
requirements of 11 U.S.C. Sec. 1122 and 1123 and was permissibly
modified pursuant to 11 U.S.C. Sec. 1193(a).
The Court determined that the Plan, as modified, does not adversely
change the treatment of the claim of any creditor or the interest
of any equity security holder who has not accepted in writing the
modification, is, pursuant to Federal Rule of Bankruptcy Procedure
3019(a), deemed accepted by all creditors who have previously
accepted the Plan.
As reported in the TCR, Lucero LLC (the "LLC") and The Elba Lucero
Family Trust dated December 12, 1986 and Amended and Restated
August 10, 2005 (the
"Business Trust") submitted an Amended Plan of Reorganization for
Small
Business dated June 9, 2022. Non-priority unsecured creditors
holding allowed claims will receive distributions, which the
proponent of this Plan has valued at approximately 100 cents on the
dollar, with interest payable at 0.45%.
A full-text copy of the Amended Plan of Reorganization dated June
9, 2022, is available at https://bit.ly/3O2ngtI from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Matthew D. Metzger, Esq.
BELVEDERE LEGAL, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Telephone: (415) 513-5980
Facsimile: (415) 513-5985
E-mail: mmetzger@belvederelegal.com
About Lucero LLC
Lucero, LLC, a company in San Mateo, Calif., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
22-30058) on Jan. 31, 2022, listing up to $10 million in assets and
up to $1 million in liabilities. Henry Richard Lucero, managing
member, signed the petition.
Judge Dennis Montali oversees the case.
Belvedere Legal, PC, led by Matthew D. Metzger, Esq., is the
Debtor's legal counsel.
MANN REALTY: Trustee's Auction Sale of Two Parcels Set for July 12
------------------------------------------------------------------
Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania authorized the bidding procedures proposed
by Markian R. Slobodian, the Trustee for the Estate of Mann Realty
Associates, Inc., in connection with the public auction sale of two
parcels of Real Estate known as Blue Ridge Road and Beaufort
Terrace in Susquehanna Township, Dauphin County Pennsylvania,
identified as Tax Parcel Nos. 62-009-001 and 62-009-08.
The Trustee is authorized and directed to use the following bidding
procedures in connection with his Motion to Sell the Real Property
to solicit purchase offers that are higher and better than the
purchase offer he has received from Inch's Properties, LLC and
Escambia Properties, LLC in the amounts of $750,000 and $775,000,
respectively, which offers the Trustee has accepted subject to
higher and better offers and Bankruptcy Court approval:
a. Any higher offers (other than the Purchase Offers that the
Trustee has already received from Inch and Escambia) for the Real
Property 1) must be made in writing in a form acceptable by the
Trustee; 2) must be for an amount which is at least $10,000 in
excess of the $775,000 Escambia offer; 3) must not contain any
contingencies, such as due diligence or financing contingencies,
other than approval of the Bankruptcy Court; 4) must contain proof
of financial ability in a form acceptable to the Trustee; and 5)
must be received by the Trustee or the Trustee's Court Appointed
Realtor, Lee & Associates, Attn. Bradley D. Swidler, 4550 Lena
Drive, Suite 104, Mechanicsburg, PA 17043, either by physical
delivery or via email at Bswidler@lee-associates.com with a copy
delivered to the Trustee's counsel, Markian R. Slobodian, Esq.,
P.O. Box 480, Camp Hill, PA 17001 either by mail delivery or via
email at law.ms@usa.net on or before 12:00 noon on July 11, 2022,
or such other time and date as may be provided or extended by Order
of the Bankruptcy Court.
b. In order for a higher offer to be considered by the Trustee
and brought to the attention of the Bankruptcy Court, the proposed
purchaser will be required to post a deposit with the Court
Appointed Realtor in the amount of no less than $10,000, although a
higher
deposit or other conditions may be required by the Trustee if
necessary to demonstrate to the Trustee the prospective purchaser's
financial ability.
c. Pursuant to the terms of bidding procedures approved by the
Order, an auction will be conducted by the Trustee at the
Bankruptcy Courtroom, or such other space as the Bankruptcy Court
will make available, in the Federal Building, 228 Walnut Street,
Room 320, Harrisburg, PA 17101 on July 12, 2022 at 11:00 a.m. or at
such other date and time as may be provided by Order of the
Bankruptcy Court.
d. At any auction conducted by the Trustee, higher bids must
be in increments of no less than $10,000 unless otherwise agreed by
the Trustee and any bidders.
e. All bidding will take place outside the presence of the
Bankruptcy Court.
f. Following the conclusion of any auction for the Real
Property, the Trustee will report the results of the bidding to the
Bankruptcy Court and to request the Court's approval of the sale of
the Real Property to the highest and best bidder.
g. If the Court approved sale to the highest and best bidder
fails to proceed to closing, the Trustee will be authorized to sell
the Real Property to the next highest bidder.
h. If the Court approves a sale to the highest and best bidder
and that bidder fails proceed to closing, the Trustee will be
authorized to retain the bidder’s deposit as liquidated damages.
i. If the Trustee receives no acceptable higher or better
offers for the purchase of the Real Property in addition to the
offers already submitted by Inch and Escambia, the Trustee may ask
the Bankruptcy Court to approve the sale of the Real Property to
Escambia pursuant to the terms of that proposed purchaser's Sale
Agreement.
About Mann Realty Associates
Mann Realty Associates, Inc., previously filed a voluntary
petition
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
17-00080) on Jan. 10, 2017. The petition was a "pro se" filing,
or
case filed without attorney. The Debtor is an affiliate of
Kimbob,
Inc., which sought bankruptcy protection on March 1, 2017 (Case
No.
17-00836).
Mann Realty Associates again filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Pa. Case No. 17-01334) on March 31, 2017.
In the petition signed by Robert M. Mumma, II, its president, the
Debtor was estimated to have assets between $10 million and $50
million and debt between $1 million and $10 million. Judge Robert
N. Opel II presides over the case. Craig A. Diehl, Esq., at the
Law Offices of Craig A. Diehl, serves as the Debtor's bankruptcy
counsel.
MAPLE LEAF: Wins Cash Collateral Access Thru July 31
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin
authorized Maple Leaf, Inc. to use cash collateral on an interim
basis, and provide adequate protection to Wisconsin Bank & Trust
and Capital Dude, LLC in accordance with their stipulation.
The Debtor is authorized to use cash collateral for the ongoing
conduct of the Debtor's business, provided provisions concerning
adequate protection are maintained.
WB&T and the Debtor are authorized, in their sole discretion, to
agree to increase cash disbursements and operating expenditures in
the Budget. Upon written agreement by WB&T to so modify the
Budget, the Debtor will be authorized to use cash collateral in
such amount without the need for any further Court order.
The Debtor agrees to make adequate protection payments to WB&T of
$23,800 per month (with the next payment due on or before June 26,
2022), if which $10,000 will be paid from the monthly rent due
Grant Properties, LLC.
The Debtor will pay Capital Dude $4,000 per month. This payment
will be without prejudice or binding effect to final plan treatment
of Capital Dude, LLC. The parties have stipulated that the Order is
not a determination that Capital Dude, LLC's security interest is
subject to 11 U.S.C. section 552 or the nature of its transaction
with the Debtor and Capital Dude, LLC reserves all rights. As long
as payments are being received by Capital Dude, LLC pursuant to the
terms of the Order, Capital Dude, LLC agrees to refrain from any
collection activities from any guarantors or co-debtors.
The Debtor's access to cash collateral will terminate on July 31,
2022, or (b) the date that is 10 days following the conclusion of
the confirmation hearing, but in any event no later than August 31,
2022, unless the Court otherwise orders. In the event that a plan
is not confirmed prior to the Termination Date, the Debtor will
propose a further Budget to WB&T for review and comment and WB&T
and the Debtor will thereafter agree on a further budget.
As adequate protection, WB&T is granted a first and paramount
post-petition replacement lien on the Debtor's personal property,
including but not limited to, equipment, fixtures, inventory,
documents, general intangibles, accounts, and contract rights, and
specifically including any and all accounts, deposit accounts, and
contract rights of the Debtor, and proceeds thereof owned by the
Debtor and related to the Debtor's operation, to the same extent
and priority WB&T had as of the Petition Date, and except to the
extent that any such collateral may be subject to valid, properly
perfected, priority liens of prepetition purchase-money secured
creditors.
The Post-Petition WB&T Lien is perfected as of the Petition Date.
WB&T may, but is not required to, file a financing statement with
the Wisconsin Department of Financial Institutions to perfect the
Post-Petition WB&T Lien.
These events constitute an "Event of Default:"
a. Any failure to comply with a term or requirement of the
Order;
b. The dismissal of the pending bankruptcy case;
c. The appointment by the Court in the bankruptcy case of a
trustee appointed to perform certain duties generally reserved to
the Debtor-in-possession;
d. Cancellation or lapse of any of the Debtor's insurance
policies that insure the Collateral;
e. Cessation of normal business operations by the Debtor; and
f. The Debtor's failure to comply with the Budget within the
permitted variance, as provided for in the Order.
A copy of the order and the Debtor's 13-week budget is available at
https://bit.ly/3nekEgQ from PacerMonitor.com.
The budget provides for total cash disbursements, on a weekly basis
as follows:
$50,062 for the week ending June 18, 2022;
$162,200 for the week ending June 25, 2022;
$72,333 for the week ending July 2, 2022;
$199,428 for the week ending July 9, 2022;
$67,900 for the week ending July 16, 2022;
$189,702 for the week ending July 23, 2022;
$42,400 for the week ending July 30, 2022;
$223,543 for the week ending August 6, 2022;
$36,428 for the week ending August 13, 2022;
$198,002 for the week ending August 20 2022;
$63,600 for the week ending August 27, 2022; and
$160,543 for the week ending September 3, 2022.
About Maple Leaf, Inc.
Maple Leaf, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. W.D. Wis. Case No. 3-22-10420) on March
25, 2022. In the petition signed by Joel Grant, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Catherine J. Furay oversees the case.
Craig E. Stevenson, Esq., at DeWitt LLP is the Debtor's counsel.
MAYAN POOLS: Seeks to Tap Rountree Leitman Klein & Geer as Counsel
------------------------------------------------------------------
Mayan Pools & Sports Construction, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Rountree Leitman Klein & Geer, LLC as its counsel.
The firm will render these legal services:
(a) give the Debtor legal advice with respect to its powers
and duties in the management of its property;
(b) prepare legal papers;
(c) assist in the examination of the claims of creditors;
(d) assist with the formulation and preparation of disclosure
statement and plan of reorganization and with the confirmation and
consummation thereof; and
(e) perform all other necessary legal services for the
Debtor.
The hourly rates of the firm's attorneys and staff are as follows:
William A. Rountree, Attorney $495
Will B. Geer, Attorney $450
Hal Leitman, Attorney $425
David S. Klein, Attorney $425
Alexandra Dishun, Attorney $425
Benjamin R. Keck, Attorney $425
Barret Broussard, Attorney $395
Ceci Christy, Attorney $350
Elizabeth A. Childers, Attorney $350
Caitlyn Powers, Attorney $275
Zach Beck, Law clerk $195
Sharon M. Wenger, Paralegal $195
Megan Winokur, Paralegal $150
Catherine Smith, Paralegal $150
The firm received a pre-bankruptcy security retainer in the amount
of $42,500 from the Debtor.
William Rountree, Esq., a partner of Rountree Leitman Klein & Geer,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
William A. Rountree, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wrountree@rlkglaw.com
About Mayan Pools & Sports Construction
Mayan Pools & Sports Construction, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga.
Case No. 22-40744) on June 20, 2022, disclosing up to $500,000 in
assets and up to $1 million in liabilities. John Whaley is the
Subchapter V trustee.
William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC
serves as the Debtor's counsel.
MESO DELRAY: Meso Beach House Restaurant in Chapter 11
------------------------------------------------------
Meso Delray LLC filed for chapter 11 protection in the Southern
District of New York.
The Debtor is a Florida Limited Liability Company created for the
purpose of operating a restaurant located in Delray Florida, with
its principal office located in Rye, NY, along with an affiliated
restaurant and its managing members principal office.
The Debtor's restaurant, Meso Beach House, offers Mediterranean
cuisine for its customers in its 8000 square foot, 300-seat
restaurant located in a premier location on the intercoastal
waterway with a 130-foot dock and the right to expand to a rooftop
restaurant and bar. Its website is
https://www.mesorestaurants.com/meso-beach-house
The Debtor was formed at the end of 2021 and began business on Dec.
31, 2021. The majority of its membership interests are owned by B
Conscious Hospitality LLC (Alan Schoening). B Conscious is also
the majority owner of the restaurant 22 Elm Rye Inc., d/b/a Meso
Rye located in Rye, New York.
The Debtor acquired a desirable lease for space on the water from
CNQ
Investments, LLC on April 2, 2021, by the payment of keymoney in
the amount of $571,000, with the lease term commencing on July 1,
2021, for a period of ten years with two five-year renewals. The
base rent is $41,667 but with additional rent the amount is
approximately $55,000 per month.
The main financing for Debtor of $1,000,000 was obtained from FVP
Servicing LLC, as administrative agent for the lenders in the form
of a loan to Debtor and Meso Rye, guaranteed by B Conscious and
Alan Schoening,
The main reason for Debtor's current financial difficulties lies in
the large payment of key money to the landlord and the subsequent
additional costs to build out the Restaurant (including new roof,
new air-conditioning system, removal of ducts and mold which was
unanticipated since this was an existing restaurant, at a cost of
approximately $750,000) so that it would be operational, combined
with it now being off-season in Florida for the summer months.
About Meso Delray LLC
Meso Delray LLC, doing business as Meso Beach House, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 22-22388) on June 24, 2022. H. Bruce Bronson,
Jr., of Bronson Law Offices, P.C., is the Debtor's counsel.
The 11 U.S.C. Sec. 341(a) meeting of creditors is slated for July
28, 2022, at 1:00 p.m.
MESO DELRAY: Seeks Cash Collateral Access
-----------------------------------------
Meso Delray, LLC asks the U.S. Bankruptcy Court for the Southern
District of New York for authority to use cash collateral and
provide adequate protection to secured lender, FVP Servicing LLC,
as administrative agent for the lenders.
The Debtor requires the use of cash collateral to fund its ongoing
operations and enable it to reorganize.
The Debtor acquired a desirable lease for space on the water from
CNQ Investments, LLC on April 2, 2021, by the payment of key money
in the amount of $571,000. The lease has a term commencing on July
1, 2021, for a period of 10 years with two five-year renewals. The
base rent is $41,667 but with additional rent the amount is
approximately $55,000 per month.
In addition to the Secured Loan, the Debtor entered into two loans
totaling $187,000 which the Debtor does not believe are secured.
Additionally, the Debtor has $1,561,000 of unsecured debt from
individual investors.
The Debtor proposes to use Collateral on an interim basis only for
ordinary and necessary limited operating expenses in connection
with the ordinary business operations of the Debtor's business and
assets substantially in accordance with the 30-day interim
operating Budget, with a 20% variance.
By utilizing the Budget, the Debtor can pursue debtor-in-possession
financing as well as a potential sale which would ultimately repay
the Secured Lender in full.
The Budget includes payments to the Secured Lender of $9,061 a
month, as is called for by the Loan. This amount covers all monthly
interest payments owed on the Secured Loan.
As adequate protection, the Debtor will grant replacement liens in
all of the Debtor's pre-petition and post-petition assets and
proceeds, only to the extent that Secured Lender has a valid
security interest in the pre-petition assets on the Petition Date
and in the continuing order of priority that existed as of the
Petition Date.
The Replacement Liens will be subject and subordinate only to: (a)
United States Trustee fees payable under 28 U.S.C. section 1930 and
31 U.S.C. section 3717; (b) professional fees of duly retained
professionals in this Chapter 11 case as may be awarded pursuant to
Sections 330 or 331 of the Code or pursuant to any monthly fee
order entered in the Debtor's Chapter 11 case; (c) the fees and
expenses of a hypothetical Chapter 7 trustee to the extent of
$10,000; and (d) the recovery of funds or proceeds from the
successful prosecution of avoidance actions pursuant to section
502(d), 544, 545, 548, 549, 550 or 553 of the Bankruptcy Code.
A copy of the motion is available at https://bit.ly/3OrAj8t from
PacerMonitor.com.
About Meso Delray, LLC
Meso Delray, LLC was formed as a Florida Limited Liability Company
on March 31, 2021, for the purpose of acquiring a lease,
building-out, owning and operating the Restaurant. Meso Delray
offers Mediterranean cuisine for its customers in its 8000 square
foot, 300-seat restaurant located in a premier location on the
intercoastal waterway with a 130-foot dock and the right to expand
to a rooftop restaurant and bar.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22388-shl) on June 27,
2022.
In the petition signed by Alan Schoening, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
H. Bruce Bronson, Esq., at Bronson Law Office, P.C. is the Debtor's
legal counsel.
MID SOUTH UTILITY: Seeks to Hire Ackerman Rodgers as Accountant
---------------------------------------------------------------
Mid South Utility Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Ackerman Rodgers CPA, PLLC as its accountant.
The firm will render these services:
(a) prepare tax returns;
(b) compile monthly balance sheets and income statements;
(c) prepare monthly reports required by the U.S. Trustee's
Office;
(d) assist in connection with the Chapter 11 reorganization;
and
(e) provide other accounting and tax services as required.
The Debtor requests court approval to pay the firm a post-petition
retainer in the amount of $3,500, to be held in escrow.
The hourly rates of the firm's professionals are as follows:
Venita R. Ackerman, CPA $225
Others $125
In addition, the firm will seek reimbursement for expenses
incurred.
Ms. Ackerman, CPA, managing member of Ackerman Rodgers, disclosed
in a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Venita R. Ackerman, CPA
Ackerman Rodgers CPA, PLLC
1665 Palm Beach Lakes Blvd., Suite 1004
West Palm Beach, FL 33401
Telephone: (561) 293-4120
About Mid South Utility Services
Mid South Utility Services, LLC -- http://www.midsouthus.com/-- is
a utility service provider based in Fort Pierce, Fla.
On May 25, 2022, Mid South Utility Services filed a petition for
relief under Subchapter V of Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 22-14081), listing as much as $500,000
in both assets and liabilities. Aleida Martinez-Molina serves as
Subchapter V trustee.
Judge Mindy A. Mora oversees the case.
Kelley Fulton Kaplan & Eller, PL and Ackerman Rodgers CPA, PLLC
serve as the Debtor's legal counsel and accountant, respectively.
MILLENNIUM SERVICES: Seeks to Tap Herron Hill Law Group as Counsel
------------------------------------------------------------------
Millennium Services of Florida, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Herron Hill Law Group, PLLC as its legal counsel.
The firm will render these legal services:
(a) advise the Debtor concerning the operation of its business
in compliance with Chapter 11 and orders of this bankruptcy court;
(b) defend any causes of action on behalf of the Debtor;
(c) prepare legal papers;
(d) assist in the formulation of a plan of reorganization and
preparation of a disclosure statement; and
(e) provide all other legal services.
Kenneth Herron, Jr., Esq., an attorney at Herron Hill Law Group,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Kenneth D. Herron, Jr., Esq.
Herron Hill Law Group, PLLC
P.O. Box 2127
Orlando, FL 32802
Telephone: (407) 648-0058
Email: chip@herronhilllaw.com
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, listing up to $1 million in
assets and up to $10 million in liabilities. Robert Altman is the
Subchapter V trustee.
Judge Tiffany P. Geyer oversees the case.
Kenneth D. Herron, Jr., Esq., at Herron Hill Law Group, PLLC is the
Debtor's counsel.
MUSCLEPHARM CORP: Appoints Eric Chin as Chief Accounting Officer
----------------------------------------------------------------
MusclePharm Corporation appointed Eric Chin as its chief accounting
officer effective as of June 17, 2022.
Mr. Chin, 42, joins the Company from Apollo Medical Holdings Inc.,
where he served as chief financial officer. From 2015 to 2018, Mr.
Chin served as the controller/Head of Finance - Real Estate of
Public Storage. From 2011 to 2015, he served as assistant
vice-president - Financial Reporting of Alexandria Real Estate
Equities, Inc. Mr. Chin began his career at Ernst & Young, LLP in
2002. Mr. Chin is a Certified Public Accountant. He received his
Bachelor of Arts in Business/Economics with Accounting and
Computing from UCLA.
The Company has agreed to pay Mr. Chin a base salary of $400,000
per year and he is eligible to receive an annual discretionary
performance bonus targeted at 50% of his base salary for 2022
subject to the achievement of certain performance metrics.
In connection with his appointment, it is expected that Mr. Chin
will enter into the Company's standard form of indemnification
agreement.
Mr. Chin does not have a family relationship with any director or
executive officer of the Company or person nominated or chosen by
the Company to become a director or executive officer, and there
are no arrangements or understandings between Mr. Chin and any
other person pursuant to which Mr. Chin was selected to serve as
chief accounting officer of the Company.
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.musclepharm.comand
http://www.musclepharmcorp.com-- is a lifestyle company that
develops, manufactures, markets and distributes branded
nutritional supplements. The Company offers a broad range of
performance powders, capsules, tablets, gels and on-the-go ready to
eat snacks that satisfy the needs of enthusiasts and professionals
alike.
MusclePharm reported a net loss of $12.87 million for the year
ended Dec. 31, 2021. As of March 31, 2022, the Company had $11.98
million in total assets, $50.03 million in total liabilities, and a
total stockholders' deficit of $38.06 million.
Orange County, California-based Moss Adams LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated April 15, 2022, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
NAGLAA REAL ESTATE: NY Property Owner Seeks Chapter 11
------------------------------------------------------
Naglaa Real Estate Corp filed for chapter 11 protection in the
Southern District of New York, without stating a reason.
According to court filings, the Debtor owns several properties
valued at a total of $1.258 million:
Property Value
-------- -----
1000 Morris Ave., Bronx, NY 10456 N/A
210 Ashley Dr., Frankville, NJ 08322 $303,000
316 McLean Ave., Yonkers, NY 10705 $518,000
310 McLean Ave, Yonkers, NY 10705 $437,000
----------
$1,258,000
The Company disclosed just $199,385 of liabilities, with $169,385
of which is unsecured.
According to court filing, Naglaa Real Estate estimates between 1
and 49 creditors. The petition states funds will not be available
to unsecured creditors.
About Naglaa Real Estate Corp
Naglaa Real Estate Corp. is a real estate company.
Naglaa Real Estate Corp. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10858) on June
23, 2022. In the petition filed by Farva Jafri, as appointed
representative, the Debtor estimated assets between $500,000 and $1
million and estimated liabilities between $50,000 and $100,000.
Farva Jafri, of Jafri Law Firm, is the Debtor's counsel.
NATIONAL REALTY: Accused by NJAG of $630 Million Fraud
------------------------------------------------------
Holden Walter-Warner of The Real Deal reports that trouble keeps
building for National Realty Investment Advisors. Fresh off a
bankruptcy filing, the home builder was accused of a massive fraud
by New Jersey Tuesday, June 21, 2022, who issued a cease-and-desist
order.
New Jersey acting Attorney General Matthew Platkin announced the
order, which was issued by the New Jersey Bureau of Securities. The
bureau determined NRIA fraudulently sold at least $630 million in
securities from 2018 to 2022.
According to the attorney general, the Secaucus-based company sold
membership units in its NRIA Fund to at least 1,800 investors. The
order stated that the NRIA Fund was held up as a billion-dollar
enterprise of "ground-up" development.
The developer advertised guaranteed returns of 12 percent on
investments and the possibility of returns as 21 percent.
Authorities alleged the firm schemed to defraud investors, made
false statements and omitted key information in connection to the
fund’s securities.
About National Realty Investment
National Realty Investment Advisors is a luxury-homes developer
based in Secaucus, New Jersey.
National Realty Investment Advisors, LLC, and 102 affiliates,
including NRIA Partners Portfolio Fund I, LLC, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead
Case No. 22-14539) on June 7, 2022.
In the petition filed by Brian Casey, as independent manager of
NRIA LLC, National Realty Investment Advisors estimated less than
$50,000 in assets and debt. NRI Partners Portfolio estimated assets
between $50 million and $100 million and liabilities between $500
million and $1 billion.
The cases are assigned to Honorable Bankruptcy Judge John K.
Sherwood.
S. Jason Teele, of Sills Cummis & Gross P.C., is the Debtors'
counsel. Omni Agent Solutions is the claims agent.
NATIONAL RIFLE ASSOC.: Gets Policy Win at Supreme Court
-------------------------------------------------------
Lydia Wheeler of Bloomberg Law reports that the US Supreme Court's
decision establishing for the first time a constitutional right to
carry a handgun outside the home for self-defense is a bright spot
in what's been a bleak time for the National Rifle Association.
The gun rights group has faced unprecedented challenges in recent
years. They include financial strain and an investigation and
lawsuit brought by the New York State attorney general alleging
fraud and misuse of the nonprofit’s funds by Wayne LaPierre, who
has led the NRA since 1991, and other senior executives.
The concealed carry victory Thursday, June 23m 2022, in a suit
filed by one of its affiliates is "much needed wind beneath the
NRA's wings," said Adam Winkler, a UCLA law professor and author of
"Gunfight: The Battle over the Right to Bear Arms in America."
Still, the victory alone isn’t likely to help the organization
rebound.
"Not until Wayne LaPierre is removed from that position are they
going to be making any kind of comeback," former NRA lobbyist
Richard Feldman, who is now president of his own gun rights group
called the Independent Firearm Owners Association, said ahead of
the court's ruling on Thursday, June 23, 2022.
The NRA remains defiant in the face of litigation and calls for the
removal of LaPierre, its executive vice president. The board of
directors at the May 2022 annual meeting voted to re-elect
LaPierre, 54-1, after he avoided a no-confidence vote pushed by
members opposed to his continued leadership.
In a statement provided prior to the Supreme Court decision, NRA
spokesman Andrew Arulanandam said the organization is thriving and
emerged from the pandemic "strong, secure and successfully
fulfilling our mission."
"Based on the turnout from our recent Annual Meeting in Houston,
NRA members are eager to return to our grassroots activities,
participate in firearms education and training, and engage in
events and competitions. All of this bodes well for 2022 and
beyond," Arulanandam said.
Alleged Self-Dealing
The NRA has been embroiled in litigation since New York Attorney
General Letitia James (D) sued in 2020 following a 15-month
investigation. The suit alleged self-dealing by LaPierre and others
at the top who she said exploited the nonprofit's charitable
mission to enrich themselves and benefit a close circle of NRA
staff, board members, and vendors.
James originally sought to dissolve the NRA, but New York County
State Supreme Court Justice Joel Cohen in March ruled the
litigation doesn’t allege the type of public harm that would
require this sort of "corporate death penalty." James has asked a
court to order the money allegedly improperly taken from the
organization to be repaid, and for senior management named in the
suit barred from managing any nonprofit allowed to conduct business
in New York.
The NRA sought bankruptcy protection in Texas in response to the
litigation, but the case was dismissed last year. US Bankruptcy
Judge Harlin Hale said the existential threat the NRA is facing
isn't the kind the Bankruptcy Code is meant to protect against and
noted the group "is using this bankruptcy case to address a
regulatory enforcement problem, not a financial one."
The NRA said in a statement that the March ruling against James’
dissolution claims "vindicates" its position. It said her effort to
shut down the NRA "ran afoul of common sense, New York law, and the
First Amendment."
The group has seen a significant decline in its finances and
membership in recent years. In his book "Misfire Inside the
Downfall of the NRA" published last 2021, NPR reporter Tim Mak
detailed how President Donald Trump's election, which the NRA
helped make possible, softened support for the organization as the
threat of gun control eased.
The NRA and its affiliates reported $282 million in revenue in
2021, down from $329 million in 2020, according to a copy of the
organization's annual report obtained by Bloomberg News. Membership
may be stabilizing now with 5 million members, but that’s down
from the 6 million it reported having in 2018.
Abra Belke, a former NRA lobbyist, partly blames the group’s
aggressive tone that encourages feelings of victimization for
declining membership.
"Gun ownership didn't used to be a single party issue," she said in
an interview prior to the court's ruling. "You still have in rural
America millions of Democrats who own firearms, who no longer feel
at home inside the NRA. The second side of that coin is the fiery
rhetoric firms up existing membership, but it doesn't do much to
acquire new membership."
The group has also moved away from its core mission of gun safety
education and training, said Belke, who is now on the board of
97Percent, an organization that's working to bring gun safety
advocates and gun owners together.
Mobilizing Threats
The Supreme Court decision on Thursday, June 23, 2022, stems from a
case brought by the New York State Pistol & Rifle Association, an
NRA-affiliate. The ruling could trigger litigation against a
variety of state laws aimed at reducing gun violence.
"This is more than just a great day for New York because this
ruling opens the door to rightly change the law in the seven
remaining states that still don't recognize the right to carry a
firearm for personal protection," said Jason Ouimet, executive
director of NRA's Institute for Legislative Action, said in a
statement.
While the decision is validating for the NRA and its reading of the
Second Amendment, it will probably have little impact on the
organization's fortunes, said Kristin Goss, a professor of public
policy and political science at Duke University and co-author of
"The Gun Debate: What Everyone Needs to Know."
As is often the case with nonprofits, "what's good for the
organization's goals is often not good for its bottom line," she
said.
That's because nonprofits like the NRA actually do better when
they're under pressure, which is why some political science
professors say mass shootings can both help and hurt the
organization.
While tragedies like the recent mass shootings of Black shoppers at
a grocery store in Buffalo and students and teachers in Uvalde,
Texas, mobilize political opponents of the NRA and generate new
efforts to enact gun control legislation, they also cause gun
rights supporters to rally around the NRA.
"When it comes to NRA fundraising and membership growth, it often
thrives when people who support gun rights feel threatened," said
Matthew Lacombe, an assistant professor of political science at
Barnard College of Columbia University, who wrote "Firepower: How
the NRA Turned Gun Owners into a Political Force."
"I don't know if I want to go as far as to say those sort of events
are a net benefit for the NRA, but I do think organizationally
they're beneficial in so far as they can create feelings that are
conducive for fundraising and membership growth."
About National Rifle Association
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, the National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP
and AlixPartners, LLP serve as the committee's legal counsel and
financial advisor, respectively.
* * *
Following a 12-day trial, U.S. Bankruptcy Judge Harlin D. Hale
dismissed the National Rifle Association's Chapter 11 case Tuesday,
May 11, 2021, after finding the group filed its petition in bad
faith in order to gain advantage in litigation brought by New
York's attorney general. New York Attorney General Letitia James
sought the dismissal of the case. The judge condemned the NRA's
attempts to avoid accountability, making clear that the
organization's actions were "not an appropriate use of bankruptcy."
NEP GROUP: Fitch Affirms LongTerm IDR at 'B-', Outlook Positive
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDR) for NEP Group and its related entities at 'B-'. Fitch also
affirmed the first lien issue ratings at 'B'/'RR3' and second lien
issue ratings at 'CCC'/'RR6'. The Rating Outlook is Positive.
The affirmations and Positive Outlook reflect Fitch's expectations
for continued operating and leverage improvements, as NEP benefits
from improving overall market conditions. The Positive Outlook also
reflects Fitch's expectations for neutral to slightly positive free
cash flow generation, as expanding revenue and profitability
generate sufficient cash to fund capex spend.
KEY RATING DRIVERS
Performance Recovery: NEP experienced significant operating
improvement over the past 12 months, as all of the markets it
serves recovered from the pandemic's effects. Going forward, Fitch
expects the Live Events segment's recovery to continue accelerating
in 2022 and exceed 2019, due to pent up consumer demand for live
entertainment, and artists' desire to regain tour-related
earnings.
Highly Levered but Improving: NEP's Fitch-calculated leverage has
improved significantly since peaking at 13.2x at Sept. 30, 2020 due
to the pandemic. At March 31, 2022, Fitch-calculated pro forma
leverage, including annualized acquisitions and new contracts, was
approximately 7.3x, in line with Fitch's expectations. Although
management guided to a medium-to-longer term gross leverage target
of 5.0x, they have historically prioritized global expansion
through inorganic growth.
Fitch recognizes any future acquisition activity may slow the
company's deleveraging plan as debt repayment is a secondary goal.
However, Fitch expects leverage metrics to improve over the rating
horizon given the company's history of post-acquisition delevering
through EBITDA growth.
Significant Leading Market Position: Fitch's ratings incorporate
NEP's position as the largest global outsourced provider of
production solutions for broadcasts and live events. NEP provides
the broadcast equipment, post production, video display and
software-based creative technology to the largest live sports and
entertainment events including the NFL, ESPN, Super Bowl,
Wimbledon, The Grammys and the Oscars.
NEP's asset and global client base drives their competitive
advantage. The company estimates its broadcast services segment is
more than 8.0x the size of the next largest competitor, however is
of similar size to peers operating in the live events space.
Aggressive Acquisition Strategy: NEP's growth strategy focuses
primarily on strategic acquisitions to expand its global footprint,
targeting market leaders to penetrate new markets and bolt-ons to
expand existing services. NEP created its Virtual Studios segment
in August 2021 with the acquisitions of Prysm Collective, a
post-production company, Lux Machina, a virtual production
specialist, and Halon Entertainment, visualization specialists. In
November 2021, NEP expanded its live event audio-visual service
offerings into Norway and Sweden with the acquisition of the Bright
Group of companies.
Capital Intensive Nature: NEP has historically operated at a
capital intensity level of 15%-20%. Most capex is success-based and
is tied to revenue and cash flow growth. Upfront capex is required
at contract signing, and the company targets a payback period of
two years for live events and four years for broadcast services.
While the company generally depreciates assets over a six- to
seven-year period, it is able to repurpose equipment past its
depreciable asset life for second- and third-tier events. Fitch
also expects the company to continue to invest internally in its
other segments.
Strong Revenue and Cash Flow Visibility: A significant portion of
NEP's revenues are derived from contracts generally ranging from
three to 10 years with ~3% price escalators and "take or pay"
arrangements. The contracts are all event-based and cover recurring
specific events. Longer-term sports contracts tend to be
co-terminus with a network's sport broadcast rights, while live
events are shorter term. The contractual nature of revenues
provides strong visibility and stability of future cash flows. NEP
does not receive payment on its contracts until after its services
have been provided.
Large and Growing End Markets: NEP focuses on the sports and
entertainment markets, both of which have demonstrated consistent
growth, excluding exogenous shocks. Live sports programming remains
one of the few opportunities generating large "appointment" viewing
audiences in an increasingly fragmented media landscape. As a
result, the values for sports rights has continued to increase, as
seen in last year's extension and expansion of NFL distribution
rights, despite relatively weak TV ratings in recent periods.
On the live events side, there has been a surge in number of tours
as artists compensate for a loss in recorded music revenue.
Additionally, this example of unscripted programming has remained
largely resilient to time-shifted and OTT viewing. And finally, the
Virtual Studios segment allows NEP to meet the growing demand for
global virtual production capabilities and expertise with industry
leading offerings.
Parent-Subsidiary Linkage: Fitch links the IDRs of NEP Group, Inc.,
NEP/NCP Holdco, Inc., NEP II, Inc. and NEP Europe Finco B.V. in
accordance with Fitch's criteria. Strong legal, strategic and
operational incentives equalize the IDRs.
DERIVATION SUMMARY
NEP has no direct peers in Fitch's ratings universe. NEP's 'B-' IDR
is supported by the company's elevated leverage, significant scale,
high proportion of contracted revenue, aggressive acquisition
strategy, and limited free cash flow generation.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within The Rating Case for the Issuer:
-- Fitch expects mid-teens growth in fiscal 2022 driven primarily
by continued improvements in Live Events a full year of the
new Virtual Studios segment, and the March 2022 start-up of a
permanent virtual production facility at one of the world's
largest video content production facilities. Thereafter, Fitch
expects consolidated single digit revenue growth, driven by
contract price escalators, increasing value of sports
broadcasting rights, and strong demand for live entertainment
and virtual production capabilities. Fitch also expects
revenue growth fluctuations based on even-year special events
such as the Summer and Winter Olympics;
-- Fitch expects EBITDA margins in the low-to-mid 20 percent
range;
-- Fitch expects capex to fluctuate depending on even-year
special events, but capital intensity should remain in the
low- to mid-teens over the rating horizon;
-- Fitch forecasts NEP to resume larger-scale debt-funded
acquisition activity in 2025 once operations and credit
metrics have generally normalized;
-- Fitch expects NEP to frequently borrow and repay borrowing on
the revolving due to the timing of cash outflows and inflows
inherent in the business model. Fitch also expects the
revolver and term loans to be extended before their respective
maturities.
Recovery Analysis Assumptions
The recovery analysis assumes that NEP would be reorganized as a
going-concern in bankruptcy rather than liquidated. We have assumed
a 10% administrative claim.
Going-Concern (GC) Approach
The GC LTM EBITDA of $295 million contemplates insolvency resulting
from inadequate liquidity amid recessionary stress. In this
scenario, Fitch assumed that the company is unable to integrate the
large number of acquisitions into the business. Additionally, the
company is unable to renew its large contracts, ceding share to
competitors in the space, leading to depressed EBITDA and an
unsustainable capital structure.
The GC EBITDA estimate represents an almost 15% decline from
company-calculated LTM ended March 31, 2022 pro forma EBITDA which
includes a full year of 2021's acquisitions and the March 2022
start up of a permanent virtual production facility at Trilith
Studios, one of the world's largest video content production
facilities. It also reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which we base the enterprise
valuation.
An enterprise valuation multiple of 6.0x EBITDA is applied to the
GC EBITDA to calculate a post-reorganization enterprise value. The
company's platform acquisitions are transacted on average between
4.8x-6.0x, while its smaller bolt-on acquisitions close in the
range of 3.5x-4.5x. Most recently, HDR Group was acquired by NEP at
5.8x EV/EBITDA in June 2019 and Aerial Video Systems at 4.4x in
September 2019. While the above transaction multiples are lower
than the 6.0x used for NEP, these targets operated on a smaller
scale with a less-developed footprint than NEP.
The recovery analysis assumes that the full $250 million is drawn
on the first lien revolver. The recovery analysis implies a
'B+'/'RR2' rating with 72% recovery on the first lien senior
secured debt and a 'CCC'/'RR6' with no recovery on the senior
second lien secured debt.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Total debt with equity credit/Operating EBITDA sustained below
6.5x;
-- Sustained positive FCF generation;
-- CFO-Capex/Total Debt sustained near 2.5%;
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- FFO Interest coverage sustained below 1.0x;
-- Increasingly negative free cash flow;
-- Fitch's view of heightened refinancing risk.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: At March 31, 2022, NEP's liquidity was
supported by $29 million of balance sheet cash and approximately
$150 million of availability on its $250 million revolver. The
company's Fitch-calculated FCF deficit of approximately $162
million for the LTM period ended March 31, 202 reflects NEP's
capital-intensive business model.
As of March 31, 2022, NEP had $2.4 billion in debt outstanding with
no material maturities until 2023, when the U.S. revolver matures.
NEP, NEP/NCP Holdco, Inc., NEP's main operating subsidiary, and NEP
II, created to facilitate revolver borrowings to NEP Europe Finco
B.V. (NEP Europe), are co-borrowers of the 1L and 2L U.S. secured
credit facilities. NEP Europe is the borrower of the 1L secured
Euro term loan.
Both the U.S. and Euro loans are guaranteed by NEP's domestic
subsidiaries while the Euro term loan is also guaranteed by NEP
Europe's subsidiaries organized in the U.K., Netherlands, Sweden
and Luxembourg. In addition, the Euro loans benefit from additional
collateral not available to the U.S. loans. However, the credit
agreement contains a collateral allocation mechanism that equalizes
both first lien lender groups' aggregate credit risk and recovery
in the event of a default. As such, the issue ratings are
equalized.
ISSUER PROFILE
NEP is the largest global outsourced provider of customized
broadcast solutions to live sports, entertainment and corporate
events and virtual production capabilities. NEP has been expanding
globally through acquisitions and has leading market positions in
the U.S., U.K., Europe, Asia and Australia.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
NEP/NCP Holdco, LT IDR B- Affirmed B-
Inc.
senior secured LT B Affirmed RR3 B
Senior Secured LT CCC Affirmed RR6 CCC
2nd Lien
NEP II Inc LT IDR B- Affirmed B-
senior secured LT B Affirmed RR3 B
Senior Secured LT CCC Affirmed RR6 CCC
2nd Lien
NEP Group, Inc. LT IDR B- Affirmed B-
senior secured LT B Affirmed RR3 B
Senior Secured LT CCC Affirmed RR6 CCC
2nd Lien
NEP Europe LT IDR B- Affirmed B-
Finco B.V.
senior secured LT B Affirmed RR3 B
NERAM GROUP: Seeks to Hire Thomas Appraisal Company as Appraiser
----------------------------------------------------------------
Neram Group, Inc. seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire Hossein Tajiki of Thomas
Appraisal Company as its appraiser.
Mr. Tajiki will charge a flat fee of $1,300 for the appraisal of
the property located at 1211, 1215, and 1219 N El Dorado Ave
Ontario, CA 91764.
Any court testimony and additional research and declarations will
be charged at the rate of $2,500 retainer plus an hourly rate of
$350 for Mr. Tajiki.
Mr. Tajiki assured the court that he does not hold or represent any
interest materially adverse to the Debtor or its estate.
The appraiser can be reached through:
Hossein Tajiki
Thomas Appraisal Company
412 W H St
Ontario, CA 91762
Phone: +1 909-510-3353
About Neram Group
Orange, Calif.-based Neram Group, Inc. is the fee simple owner of a
12-unit apartment building located at 1211 N. El Dorado Ave,
Ontario, Calif., having a comparable sale value of $2.5 million.
Neram Group filed a petition for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 22-10268) on Feb. 16, 2022, listing $2,802,000 in
assets and $1,675,000 in liabilities. Humberto Perez Figuerola,
chief executive officer, signed the petition.
Judge Scott C. Clarkson oversees the case.
The Debtor tapped the Law Offices of Robert M. Yaspan as bankruptcy
counsel.
NEW MONARCH: $250,000 DIP Loan from KeyBank Wins Interim OK
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York,
Syracuse Division, authorized New Monarch Machine Tool, Inc., on an
interim basis, to, among other things, use cash collateral and
obtain post-petition senior secured, super-priority indebtedness.
The Debtor is authorized to borrow or obtain loans pursuant to the
Loan Agreements with KeyBank National Association up to an
aggregate amount of $250,000 in principal, in accordance with the
availability and terms and conditions under the Loan Agreements
with the limit being reduced to $100,000 by July 15, 2022, $50,000
by August 15, 2022, and $0 by September 1, 2022 after which time
there will be no further availability.
The Debtor requires immediate interim financing, among other
things, to finance the ongoing working capital needs of the Debtor
until such time as a Final Hearing may be conducted.
The aggregate principal balance of the loans outstanding under the
Loan Agreement as of June 21, 2022 was approximately $0, plus
accrued interest of $163.15 and attorney's fees of $4,799.
The liens and security interests granted by the Debtor and held by
Key under the Loan Agreements are valid, enforceable, properly
perfected and non-avoidable.
The terms of the Interim Order, and any authorizations granted
hereunder, will expire upon the earlier of: (i) July 14, 2022; or
(ii) the date on which the Final Hearing is conducted.
As adequate protection, Key is granted, a valid, perfected and
enforceable security interest in and replacement liens upon all of
the assets of the Debtor created after the Petition Date.
The security interests and liens granted to Key Lender will be
effective immediately and without the necessity of the execution or
filing by the Debtor of a security agreement, financing statements,
trademark, copyright, tradename or patent assignment filings with
the United States Patent and Trademark Office or Copyright Office,
mortgages, landlord lien waivers, licensee consents or otherwise.
To the extent the adequate protection measures prove inadequate,
Key will be granted an allowed claim having priority over any and
all administrative expenses.
The final hearing on the matter is scheduled for July 14 at 2 p.m.
A copy of the order and the Debtor's budget for the period from
June 20 to July 22, 2022 is available at https://bit.ly/3QJZIvI
from PacerMonitor.com.
About New Monarch Machine Tool
New Monarch Machine Tool, Inc. -- https://www.monarchmt.com/ --
offers full line of metalworking equipment and services.
New Monarch Machine Tool, Inc., filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y.
Case No. 22-30384) on June 16, 2022. In the petition filed by
Warren D. Wolfson, as secretary, the Debtor estimated assets and
liabilities between $1 million and $10 million each.
Mark J. Schlant has been appointed as Subchapter V trustee.
Jeffrey A. Dove, Esq., at Barclay Damon LLP, is the Debtor's
counsel.
Key Bank National Association, as lender, is represented by:
Paul A. Levine, Esq.
Lemery Greisler, LLC
677 Broadway, 8th Floor
Albany, NY 12207
Tel: (518) 433-8800
Fax: (518) 433-8823
Email: plevine@lemerygreisler.com
NEXTPLAY TECHNOLOGIES: Incurs $40.4M Net Loss in FY Ended Feb. 28
-----------------------------------------------------------------
NextPlay Technologies, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$40.41 million on $8.20 million of total revenue for the year ended
Feb. 28, 2022, compared to a net loss of $1.63 million on zero
revenue for the period from March 6, 2020 to February 28, 2021.
As of Feb. 28, 2022, the Company had $99.75 million in total
assets, $31.89 million in total liabilities, and $67.86 million in
total stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 17, 2022, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going
concern.
Management Commentary
"The significant increase in our gross margin expansion
demonstrates how we continue to more efficiently utilize and better
leverage all of the components we brought into our ecosystem via
several synergistic acquisitions that we did last year. During the
fourth quarter, a lot more effort was allocated to actual platform
development to leverage the foundation we have laid out in the last
quarter further in order to increase the array of services we will
be offering to our customers. Separately, we reached agreements
with several key partners for product rollout collaboration and
cross-selling products to their existing customers," commented
NextPlay Co-CEO and Principal Executive Officer, Nithinan "Jess"
Boonyawattanapisut.
"During our fiscal 4th quarter, 2022, our digital interactive media
division, NextMedia, delivered an updated version of Blockbuster
2048, its first in-house casual game and the first of the 16 games
currently in the pipeline, including Evergreen Forest, Rolly Loops,
Skyline Stack, Hook'n Hop, Booster Maths, that are also expected to
be released in fiscal 2023 to iOS and Android app stores. All of
these games will come with cross-platform capability. In
conjunction, we have now released HotPlay 2.0, with advertising and
real-world rewards delivery technology for businesses, with
significantly enhanced integration and deep-linking support into
Unity games, via a generational update of its Unity SDK for iOS,
Android, Android TV and HTML5.
"HotPlay 2.0 is being incrementally opened to selected partners
while it continues its steady progression towards the delivery of a
global platform for all actors via its connected ecosystem of
back-office tools for advertisers (with Advertiser Portal), game
publishers (with Publisher Portal and its Unity Game SDK), and apps
for consumers and players (including its HotPlay Reward Redemption
native mobile app for iOS and Android).
"With the continued development of the HotPlay platform and
integration of the MakeItGames AI animation platform, we anticipate
the platform will introduce disruptive and game-changing
capabilities to game, virtual reality, metaverse and other
immersive experiences for partners."
"Our Fintech division comprises our insurance, reinsurance, online
banking, and crypto portal operations. The division has been our
most active division in terms of new business development and
revenue generation. NextBank's revenue grew more than 206%
compared to Q3 of FY 2022. The team continues to bring forth a
diversified set of fintech solutions to the market that are
expected to offer asset banking, asset management, mobile payment,
and a range of retail banking services to customers around the
world. Our online banking platform with a new and more robust core
banking system is scheduled to be available by the 1st half of
fiscal 2023. Once implemented, we expect to see a significant
acceleration, and multiple folds of growth, in the number of
customers, amounts of deposits, and revenue generation. We expect
NextBank profitability this year."
"NextBank welcomes blockchain industry participants and is focused
on providing enabling capabilities to clients in the DeFi, NFT, and
exchange verticals. We also plan to issue our own digital
insurance tokens, which are expected to allow customers to purchase
any of our insurance products, as well as a series of stable coins
to facilitate remittance services that NextBank will provide. We
expect the Fintech division to contribute significantly to earnings
in FY 2023 whereby NextPlay as a whole would turn a profit, driven
initially by NextBank's results."
"Our travel division achieved several milestones in the 4th quarter
of FY 2022, to position the company for growth. We have recently
completed integrations on ConNextions, NextTrip's alternative
lodging rental booking engine, with several key distribution
partners. We released several new features for NextTrip Business,
our corporate travel management and booking solution for small and
medium-sized businesses, including travel delegate, which allows a
traveler to assign someone to book on their behalf. Additionally,
with the travel industry recovery continuing to be driven by
leisure travel, we have accelerated the development of new leisure
products under the NextTrip Journeys brand, which we expect will
better position NextTrip in several travel categories to capture
increased bookings."
"The $30 million equity offering we completed in November 2021
fortified our balance sheet and supported our many growth
initiatives, as well as allowed us to significantly deleverage the
company; we paid back a significant portion of the high-interest
loans. We continue to put an ongoing effort towards eliminating
redundant systems and processes due to recent acquisitions. Our
goal is to reduce our monthly burn by at least 30% by third
quarter. We are focused on reductions in SG&A expenses and
progression to positive cash flow by the end of the second half of
fiscal 2023."
"With the support of our shareholders, we have completed our
previously announced acquisition of certain game-industry
intellectual property from Fighter Base Publishing Inc. and certain
distributed ledger intellectual property from Token IQ Inc. Both
entities were majority-owned by NextPlay's Chief Technology
Officer, Mark Vange, who is a visionary leader in both
industries."
"We have already begun to implement Token IQ's technology to our
products and services, from our Longroot asset-based
cryptocurrencies, our digital insurance tokens and HotPlay in-game
tokens, to future NextBank fintech services. Fighter Base
Publishing's AI-driven animation technology has been adopted to
accelerate the game production cycle, and we have separately
established a dedicated team to further develop this AI technology
to cover the appearance of the advertising content within the
virtual world, cross-platform games and metaverses, to ensure
proper presentation of the advertising content in the right place
at the right time and, most importantly, in the right form, i.e. in
2D, 3D and/or animated objects."
"This coming fiscal 2023, we expect to be exceptionally
well-positioned for growth across our ecosystem. We see near-term
revenue growth and margin expansion being further fueled by new
HotPlay and NextBank deployments, and we believe that these
developments should steadily advance us toward strong cash flow and
profitability."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1372183/000121390022033681/f10k2022_nextplaytech.htm
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
-- nextplaytechnologies.com -- is a technology solutions company
offering games, in-game advertising, crypto-banking, connected TV
and travel booking services to consumers and corporations within a
growing worldwide digital ecosystem. NextPlay's engaging products
and services utilize innovative AdTech, Artificial Intelligence and
Fintech solutions to leverage the strengths and channels of its
existing and acquired technologies.
NORTH JAX CONCRETE: Seeks to Hire Bruner Wright as Legal Counsel
----------------------------------------------------------------
North Jax Concrete and Construction, LLC seeks approval from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Bruner Wright, PA to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Robert C. Bruner $450
Byron Wright III $400
Paralegal $150
Bruner Wright received a retainer of $17,500 for this proceeding.
Byron Wright III, Esq., a member of Bruner Wright, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Byron Wright III, Esq.
Robert C. Bruner, Esq.
Bruner Wright, PA
2810 Remington Green Circle
Tallahassee, FL 32308
Telephone: (850) 385-0342
Facsimile: (850) 270-2441
Email: twright@brunerwright.com
rbruner@brunerwright.com
About North Jax Concrete and Construction
North Jax Concrete and Construction, LLC, a company in
Jacksonville, Fla., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01206) on June 15,
2022. In the petition signed by John C. Holton III, managing
member, the Debtor disclosed between $1 million and $10 million in
both assets and liabilities.
Judge Jacob A. Brown oversees the case.
Byron Wright, III, Esq., and Robert C. Bruner, Esq., at Bruner
Wright PA serve as the Debtor's counsel.
NORTHWEST SENIOR: Wins Cash Collateral Access, $10.1MM DIP Loan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Northwest Senior Housing Corporation
and its debtor-affiliates to use cash collateral and obtain
postpetition financing on a final basis.
The Debtors have requested UMB Bank, NA to provide advances up to
an aggregate amount of $10,100,000, inclusive of amounts approved
under interim court orders, which funds will be used by the Debtors
solely to the extent provided in the Budget.
A critical need exists for the Debtors to obtain funds to cover the
operational, capital and administrative needs of the Community,
solely to the extent set forth under the Budget and under the DIP
Facility.
Pursuant to the Interim Orders, as reaffirmed by the Final Order,
the Debtors admitted, stipulated, and agreed that NSHC is obligated
to the Trustee for the benefit of the beneficial holders of the
tax-exempt Bonds, authorized and issued by the Tarrant County
Cultural Education Facilities Finance Corporation (the "Issuer"),
including:
(i) the Retirement Facility Revenue Bonds (Northwest Senior
Housing Corporation - Edgemere Project) Series 2015A in the
original aggregate principal amount of $53,600,000 (the "20I5A
Bonds") and the Retirement Facility Revenue Bonds (Northwest Senior
Housing Corporation - Edgemere Project) Series 2015B in the
original aggregate principal amount of $40,590,000 (the "2015B
Bonds" and collectively with the 2015A Bonds, the "2015 Bonds"),
issued pursuant to that certain Indenture of Trust, dated as of May
1, 2015 (the "2015 Bond Indenture"), by and between the Issuer and
The Bank of New York Mellon Trust Company, National Association, as
the prior bond trustee (the "Prior Bond Trustee"), and
(ii) the Retirement Facility Revenue Bonds (Northwest Senior
Housing Corporation - Edgemere Project), Series 2017 in the
original aggregate principal amount of $21,685,000 (the "2017
Bonds" and collectively with the 2015 Bonds, the "Bonds"), issued
pursuant to the Indenture of Trust, dated as of March 1, 2017 (the
"2017 Bond Indenture" and together with the 2015 Bond Indenture,
the "Bond Indentures"), by and between the Issuer and the Prior
Bond Trustee.
The Debtors admitted, stipulated, and agreed that the Issuer loaned
the proceeds of the Bonds to NSHC pursuant to that certain Loan
Agreement, dated as of May 1, 2015, by and between the Issuer and
NSHC (the "2015 Loan Agreement") and that Loan Agreement, dated as
of March 1,2017, by and between the Issuer and NSHC. The bonds were
primarily to:
(i) finance or refinance the cost of the acquisition,
construction, renovation and equipping of the Community, including
capital expenditures;
(ii) fund various accounts and funds held by the Trustee; and
(iii) pay certain costs associated with the issuance of the
Bonds.
As of the Petition Date, the amounts due and owing by NSHC with
respect to the Bonds and the obligations under the Bond Documents
are as follows:
a. Unpaid principal on the Bonds in the amount of
$109,185,000;
b. Accrued but unpaid interest on the Bonds in the amount of
$2,543,919 as of April 13,2022; and
c. unliquidated, accrued and unpaid fees and expenses of the
Trustee and its professionals incurred through the Petition Date.
Such amounts, when liquidated, will be added to the aggregate
amount of the Bond Claim.
As adequate protection, UMB Bank is granted valid, binding,
enforceable and perfected additional and replacement mortgages,
pledges, liens and security interests in all Post-Petition
Collateral and the proceeds, rents, products and profits therefrom,
whether acquired or arising before or after the Petition Date.
As additional adequate protection, the Bank will have a valid,
perfected and enforceable continuing supplemental lien on, and
security interest in, all of the assets of the Debtors of any kind
or nature whatsoever within the meaning of section 541 of the
Bankruptcy Code.
The Bank will also receive a superpriority expense claim allowed
under section 507(b) of the Bankruptcy Code against all assets of
the Debtors' estate.
A copy of the order is available at https://bit.ly/3QGB8Me from
PacerMonitor.com.
About Northwest Senior Housing
Northwest Senior Housing Corporation d/b/a Edgemere is a Texas
nonprofit corporation and is exempt from federal income taxation as
a charitable organization described under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended. Northwest Senior Housing
Corporation was formed for the purpose of developing, owning and
operating a senior living community now known as Edgemere.
Northwest Senior Housing Corporation, et al. sought Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 22-30659) on April
14, 2022. The petitions were signed by Nick Harshfield, treasurer.
Northwest Senior estimated assets and liabilities between $100
million to $500 million and $100 million to $500 million each.
Polsinelli PC serves as the Debtors' bankruptcy counsel. FTI
Consulting Inc. is the Debtors' business advisor. Kurtzman Carson
Consultants LLC is the Debtors' notice, claims and balloting agent
as well as administrative advisor.
O & A ENTERPRISES: Sale of Real and Personal Properties Denied
--------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa denied without prejudice O & A
Enterprises, LLC's sale of the following:
a. the real property located at 1020 Main Street, in Norwalk,
Iowa 50211; and
b. the personal property located at the funeral home
consisting of furniture, office equipment, flower shop equipment
and furnishings, embalming equipment, supplies, inventory of
caskets and urns, flower shop inventory and two motor vehicles
described as (i) 2017 Chevy City Express Flower Delivery Van VIN
3N63M0YN8HK702456 and (ii) 2012 Chrysler Town and Country Touring
Hearse VIN 2C4RC1BG9CR286457.
The record will constitute the Court's findings and conclusions
pursuant to Federal Rules of Bankruptcy Procedure 7052 and 9014.
A hearing on the Motion was held on June 13, 2022 via Zoom.
About O & A Enterprises
O & A Enterprises, LLC is a company in Norwalk, Iowa, offering
funeral and cremation services.
O & A Enterprises filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-00295) on
March 27, 2022, listing up to $10 million in both assets and
liabilities. Robert Gainer serves as Subchapter V trustee.
Judge Anita L. Shodeen oversees the case.
Joseph A. Peiffer, Esq., at Ag & Business Legal Strategies is the
Debtor's legal counsel.
OMAGINE INC: Updates NYS Claims Pay Details; Files Amended Plan
---------------------------------------------------------------
Omagine, Inc., et al., submitted a Proposed Fifth Amended
Disclosure Statement for the Fifth Amended Plan of Reorganization
dated June 27, 2022.
Omagine recently purchased computer equipment for $1,212.82 which
as of the date hereof has a depreciated value of $1,179.13. Omagine
recently calculated its pre‐petition liabilities to be a total of
$3,470,585 and JOL's pre‐petition liabilities to be a total of
$90,250.
There are no Secured Claims against either Debtor. Other than the
Common Stock, there is no other class of Omagine capital stock
issued or outstanding. Omagine owns the JOL Shares.
The Plan further provides for the merger of JOL with and into
Omagine at the Merger Effective Time pursuant to the Merger Plan.
Article IV of the Merger Plan specifies that the JOL Shares shall
not be converted in any manner, but all such JOL Shares shall be
surrendered and extinguished at the Merger Effective Time. The
shares of capital stock of Omagine shall not be affected by the
Merger.
New York State ("NYS") filed a proof of claim with the Bankruptcy
Court in the estimated amount of $194.83 for estimated interest
purported to be owed by Omagine (the "$194.83 Estimated Priority
Tax Claim") and $5,000 of estimated penalties purported to be owed
by Omagine (the "$5,000 General Unsecured Claim"). Omagine disputes
these Claims alleged by NYS and Omagine has filed an objection to
the foregoing alleged NYS Claims with the Bankruptcy Court in order
to definitively resolve this matter. Notwithstanding the foregoing,
Omagine intends to pay NYS in accordance with the provisions of the
Bankruptcy Code any amount determined to be an Allowed Claim owing
to NYS.
Except for the possible payment of the $194.83 Estimated Priority
Tax Claim, if Allowed, the sole source of cash that may become
available to fund Distributions and payments of Allowed Claims
under the Plan is a Recovery. If a Governmental Unit Claim becomes
an Allowed Claim, Omagine will pay such Allowed Governmental Unit
Claim in accordance with the provisions of the Bankruptcy Code from
the available cash in Omagine's Debtor‐In‐Possession bank
account and/or, if necessary, from additional Post‐Petition
Financing to be arranged by Omagine subsequent to the date hereof.
The occurrence of a Recovery depends entirely on the outcome of the
Oman Contract Case and there can be no assurance given that a
Recovery will occur.
Pools If a Recovery does occur, the entire amount of such Recovery
will constitute Pool 1 and the Pools will be utilized to prioritize
and pay the Allowed Claims under the Plan as follows:
* Pool 1 will consist of 100% of the funds constituting such
Recovery and will be utilized to pay any Allowed Newfound Claim(s)
determined to have priority over Claims the payment of which is
allocated to any Pool subsequent to this Pool 1 (the "Pool 1
Payments").
* Pool 2 will consist of the funds remaining after making the
Pool 1 Payments and will be utilized to pay the full amounts or
Pro‐Rata Amounts of the Allowed Grossman DIP Payment and the
Allowed Al‐Sada DIP Payment, both of which are Super‐Priority
Administrative Expense Claims (the "Pool 2 Payments").
* Pool 3 will consist of the funds remaining after making the
Pool 2 Payments and will be utilized to pay the full amounts or
Pro‐Rata Amounts of the BSA Contingency Fee, the RBL Contingency
Fee and the Allowed RBL Expenses Claim, all of which are
Administrative Expense Claims (the "Pool 3 Payments").
* Pool 4 will consist of the funds remaining after making the
Pool 3 Payments and will be utilized to pay the full amounts or
Pro‐Rata Amounts of the Allowed Omagine Business Claims as
follows:
-- the Allowed Class 1 Claims consisting of the Allowed
Omagine Note Claims; and
-- the Allowed Class 2 Claims consisting of the Allowed
Omagine pre‐ petition Insider Claims; and
-- the Allowed Class 3 Claims consisting of the Allowed
Omagine Trade Vendor Claims, (collectively, all of the foregoing
(1), (2) and (3) being the pre‐petition Unsecured Omagine
Business Claims (the "Pool 4 Payments").
* Pool 5 will consist of the funds remaining after making the
Pool 4 Payments and will be utilized to pay the full amounts or
Pro‐Rata Amounts of the Allowed Insider Consultant Claims, all of
which are post‐petition Administrative Expense Claims (the "Pool
5 Payments").
* Pool 6 will consist of the funds remaining after making the
Pool 5 Payments and will be utilized to pay the full amount or
Pro‐Rata Amount of the Allowed BSA Excess Expenses Claim if any
(the "Pool 6 Payments").
* If a Newfound Claim should arise and become an Allowed
Claim, then in such an event, such Allowed Newfound Claim will be
paid in accordance with this Plan's provisions therefor or from the
same Pool that the Allowed Claim most closely resembling such
Newfound Claim is paid pursuant to the provisions of the Plan.
The funds, if any, remaining with Reorganized Omagine after making
the Pool 6 Payment shall constitute the Remainder Funds which will
be the property of and will be retained by Reorganized Omagine to
be utilized by it at its sole discretion to pay for any and all
Compliance Activities and ongoing operating expenses of Reorganized
Omagine.
A full-text copy of the Fifth Amended Disclosure Statement dated
June 27, 2022, is available at https://bit.ly/3OIUajX from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
Mitchell J. Rotbert, Esq.
ROTBERT BUSINESS LAW P.C.
9059 Shady Grove Court
Gaithersburg, Maryland 20877
Tel: (240) 477-4778
Fax: (888) 913-2307
E-mail: mitch@rotbertlaw.com
About Omagine and Journey of Light
Omagine, Inc., and Journey of Light, Inc., sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-10742) on March 10,
2020. At the time of filing, Omagine listed up to $50,000 in
assets and up to $10 million in liabilities while Journey of Light
listed as much as $50,000 in both assets and liabilities.
Other than Omagine's claims to be brought in Oman, the Debtors have
virtually no assets as of the bankruptcy filing date. Omagine,
Inc., and Journey of Light were previously in the entertainment,
hospitality and real estate development opportunities in the Middle
East, including a mixed-use entertainment, hospitality, and real
estate development project in Muscat, Oman.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Rotbert Business Law PC as bankruptcy counsel
and BSA Al Rashdi & Al Barwani Advocates as litigation counsel.
ONDAS HOLDINGS: Inks Letter of Intent to Develop New Radio Platform
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Ondas Holdings Inc. through its wholly owned subsidiaries, Ondas
Networks Inc. and American Robotics, Inc., announced that Ondas
Networks signed a letter of intent with a partner to develop a new
on-board locomotive radio platform for the European rail market.
The new platform will support train equipment for on-board
communications, which includes compatibility with the existing
wayside base station network.
The new on-board locomotive radio platform integrates Ondas'
Next-Generation software defined radio technology, which is
currently being incorporated into products under development this
year for the North American and Asian locomotive markets. The new
European program is anticipated to be completed in 2023 with
deliveries commencing that year.
"This will be our first development for the European market,"
stated Eric Brock, Ondas' Chairman and CEO. "Previously we have
announced programs for the North American and Asian markets,
including the ATCS effort in North America and the Head of Train
products for both North America and Asia. This new development
program for Europe further amplifies our strategy of introducing
new communication systems for the global rail market based on
Ondas' FullMAX wireless communications platform."
About Ondas Holdings Inc.
Ondas Holdings Inc., is a provider of private wireless data and
drone solutions through its wholly owned subsidiaries Ondas
Networks Inc. and American Robotics, Inc. Ondas Networks is a
developer of proprietary, software-based wireless broadband
technology for large established and emerging industrial markets.
Ondas Networks' standards-based (802.16s), multi-patented,
software-defined radio FullMAX platform enables Mission-Critical
IoT (MC-IoT) applications by overcoming the bandwidth limitations
of today's legacy private licensed wireless networks. Ondas
Networks' customer end markets include railroads, utilities, oil
and gas, transportation, aviation (including drone operators) and
government entities whose demands span a wide range of mission
critical applications. American Robotics designs, develops, and
markets industrial drone solutions for rugged, real-world
environments. AR's Scout System is a highly automated, AI-powered
drone system capable of continuous, remote operation and is
marketed as a "drone-in-a-box" turnkey data solution service under
a Robot-as-a-Service (RAAS) business model. The Scout System is the
first drone system approved by the FAA for automated operation
beyond-visual-line-of-sight (BVLOS) without a human operator
on-site. Ondas Networks and American Robotics together provide
users in rail, agriculture, utilities and critical infrastructure
markets with improved connectivity and data collection
capabilities.
Ondas Holdings reported a net loss of $15.02 million for the year
ended Dec. 31, 2021, a net loss of $13.48 million for the year
ended Dec. 31, 2020, a net loss of $19.39 million for the year
ended Dec. 31, 2019, and a net loss of $12.10 million for the year
ended Dec. 31, 2018. As of March 31, 2022, the Company had $111.97
million in total assets, $8.42 million in total liabilities, and
$103.55 million in total stockholders' equity.
PARAMOUNT ROOFING: Files Chapter 11 Subchapter V Case
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Paramount Roofing LLC filed for chapter 11 protection in the
District of Arizona. The Debtor filed as a small business debtor
seeking relief under Subchapter V of Chapter 11 of the Bankruptcy
Code.
The Debtor operates a roofing company providing new roof
construction, roof repairs and storm damage restoration services
for residential and commercial properties. The business was
started by Jeffery Hansen and Brian Gleason in July of 2010. After
a hailstorm hit the Phoenix area in October 2010, the Company grew
rapidly. The Debtor is member-managed by Jeffery Hansen and his
wife. The Debtor has seven employees including Hansen.
The Debtor's gross revenue equaled $4,744,280 in 2019, $3,036,130
in 2020, $1,950,012 in 2021 and $918,052 for the first 5 months
(Jan. – May) of 2022. The COVID pandemic resulted in the
postponement of a number of jobs that were contacted for. The
delay contributed to the decline in revenue for 2021. The Debtor
did receive a PPP loan that was forgiven and a second PPP loan for
which forgiveness has been requested. This year, the Company set a
goal for $2.2 million in revenue with a stretch goal of $2.4
million.
According to court filings, Paramount Roofing estimates between 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
About Paramount Roofing
Paramount Roofing LLC is leading contractor for commercial and
residential high-performance roofing systems.
Paramount Roofing LLC filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
22-04080) on June 23, 2022. In the petition filed by Jeff Hansen,
as member, the Debtor estimated assets between $100,000 and
$500,000 and liabilities of between $500,000 and $1 million.
JAMES E. CROSS of Cross Law Firm, PLC, has been appointed as
Subchapter V trustee.
Alan A. Meda, of Burch & Cracchiolo, P.A., is the Debtor's counsel.
PARETEUM CORP: Taps Kurtzman Carson as Administrative Advisor
-------------------------------------------------------------
Pareteum Corp. and its debtor-affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
Kurtzman Carson Consultants LLC as their administrative advisor.
The firm will render these services:
(a) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and/or
any amendments thereto and gather data in conjunction therewith;
(b) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a chapter 11 plan, and in
connection with such services, process requests for documents;
(c) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(d) provide computer software support and training in the use
of the support software, as well as standard reports, consulting,
and programming support for any requested reports;
(e) provide a communications plan, if requested;
(f) provide confidential online workspaces or virtual data
rooms, if requested, and publish documents to such workspaces and
data rooms;
(g) to the extent requested by the Debtors, manage and
coordinate any distributions to be made pursuant to a Chapter 11
plan following the effective date of such plan; and
(h) provide such other administrative services.
Evan Gershbein, executive vice president of Kurtzman, assured the
court that the firm is a "disinterested person" within the meaning
of section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code, and does not hold or represent any
interest adverse to the Debtors' estates.
The firm can be reached through:
Evan Gershbein
Kurtzman Carson Consultants LLC
222 N. Pacific Coast Hwy., 3rd Floor
El Segundo, CA 90245
Tel: (310) 823-9000
Fax: (310) 823-9133
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.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10615) on May 15,
2022. In the petition signed by Laura W. Thomas, interim chief
financial officer, the Debtor disclosed $52,043,000 in assets and
$10,486,000 in liabilities.
Judge Lisa G. Beckerman oversees the case.
The Debtor tapped Togut, Segal & Segal, LLP as bankruptcy counsel;
King & Spalding, LLP as special counsel; FTI Capital Advisors, LLC
as investment banker; FTI Consulting, Inc. as financial advisor;
and Kurtzman Carson Consultants, LLC as claims, noticing, and
balloting agent.
PETCO HEALTH: Moody's Hikes CFR & Senior Secured Term Loan to B1
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Moody's Investors Service upgraded Petco Health and Wellness
Company, Inc.'s corporate family rating to B1 from B2 and
probability of default rating to B1-PD from B2-PD. Additionally,
Moody's upgraded the rating on Petco's senior secured term loan to
B1 from B2. Petco's speculative grade liquidity rating of SGL-1
remains unchanged. The outlook is stable.
"While the challenging macroeconomic environment including high
freight and product cost inflation will crimp margins, resilient
demand in the pet category as demonstrated through Petco's solid
same store sales performance across major merchandise and service
categories coupled with the company's growth initiatives supports a
level of earnings that will sustain solid credit metrics for the B1
rating level," stated Moody's Vice President Stefan
Kahandaliyanage. "The stay-at-home conditions caused by the
coronavirus pandemic generated increased pet ownership which will
sustain the retail pet care industry for many years to come,"
Kahandaliyanage added.
Upgrades:
Issuer: Petco Health and Wellness Company, Inc.
Corporate Family Rating, Upgraded to B1 from B2
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Senior Secured1st Lien Term Loan, Upgraded to B1 (LGD4) from B2
(LGD4)
Outlook Actions:
Issuer: Petco Health and Wellness Company, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Petco's B1 CFR is supported by the company's solid credit metrics,
very good liquidity, including solid free cash flow generation and
no near-term maturities, and its market position. Petco is the
second largest specialty retailer of pet products and services in
the US behind PetSmart LLC in terms of store count. While by
revenue, Petco is third largest behind Chewy, a pure online player,
and PetSmart. Petco has improved its leverage profile significantly
from the combination of repaying over $1.0 billion in debt using
proceeds from its January 2021 IPO and higher than expected revenue
and EBITDA generation. For LTM Q1 April 30, 2022, debt/EBITDA
improved to 3.2x from about 5.5x pre-IPO. Moody's forecast leverage
to be in the low-to-mid 3x range for the fiscal year ending January
28, 2023, reflecting single digit growth in revenue offset by
pressure on margins from a higher mix of consumables, digital and
services sales, supply chain disruption, and higher labor costs.
Moody's expects demand for the pet category to remain resilient
driven by the higher "installed base" of pets post-pandemic and
their recurring care needs, continuing humanization trend and
demand for premium products and specialty services such as food,
grooming, and training, most of which are non-discretionary in
nature for pet owners.
Competition in the pet category is intense, particularly from
e-commerce retailers like Amazon.com, Inc. (A1 stable) and Chewy,
Inc. (not rated), but also from mass retailers and grocery stores.
However, the strength and scale of Petco's in-store service
offering, which includes grooming and training in nearly all
locations as well as veterinary hospitals in about 200 stores and
growing creates a competitive advantage versus pure-play online
competition and traditional bricks-and-mortar competitors. Retail
space dedicated to specialty pet services helps drive greater
customer engagement, foot traffic and front-store productivity.
Although Petco has paid down debt and improved its credit metrics,
its credit profile is constrained by governance considerations. The
company is majority owned by private equity sponsors, which creates
risk of shareholder friendly strategies.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Petco's ratings could be upgraded if the company demonstrates
sustained growth in revenue, profitability, and market share as
well as continued free cash flow generation while demonstrating a
commitment to conservative financial policies. Quantitatively,
ratings could be upgraded if debt/EBITDA is sustained below 3.5
times and if EBIT/interest expense is sustained above 3.5 times
while maintaining very good overall liquidity.
Petco's ratings could be downgraded if overall operating trends
decline or if operating margins erode, indicating that the
company's industry or competitive profile is weakening. Ratings
could also be downgraded if the company's financial policies were
to become aggressive or if liquidity deteriorates. Quantitatively,
a ratings downgrade could occur if debt/EBITDA is sustained above
4.5x times or EBIT/interest is sustained below 2.5 times.
The principal methodology used in these ratings was Retail
published in November 2021.
Petco Health and Wellness Company, Inc. is a national specialty
retailer of premium pet consumables, supplies and companion animals
and services with 1,427 retail locations across 50 states, the
District of Columbia and Puerto Rico as of April 30, 2022. Revenue
was about $5.9 billion for the LTM period ended of April 30, 2022.
The company remains majority owned by CVC Capital Partners and
Canada Pension Plan Investment Board following its April 2021 IPO.
PETSMART LLC: Moody's Hikes CFR to B1 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service upgraded PetSmart LLC's corporate family
rating to B1 from B2 and probability of default rating to B1-PD
from B2-PD, respectively. Additionally, Moody's upgraded the rating
on PetSmart's unsecured notes to B3 from Caa1. Moody's affirmed the
B1 rating on the senior secured term loan and senior secured notes.
The outlook is changed to stable from positive.
"While the challenging macroeconomic environment including high
freight and product cost inflation will crimp margins, resilient
demand in the pet category as demonstrated through PetSmart's
exceptional same store sales performance across major merchandise
and service categories coupled with the company's growth
initiatives supports a level of earnings that will sustain solid
credit metrics for the B1 rating level," stated Moody's Vice
President Stefan Kahandaliyanage. "Futhermore, we expect PetSmart
to maintain very good liquidity including strong free cash flow
generation," Kahandaliyanage added.
Upgrades:
Issuer: PetSmart LLC
Corporate Family Rating, Upgraded to B1 from B2
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD5)
from Caa1 (LGD5)
Affirmations:
Issuer: PetSmart LLC
Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)
Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD3)
Outlook Actions:
Issuer: PetSmart LLC
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
PetSmart's B1 CFR is supported by the company's very good
liquidity, including strong free cash flow generation and no
near-term maturities, and its position as the largest specialty
retailer of pet products and services in the US. PetSmart improved
its leverage profile significantly through debt reduction as a
result of the February 2021 refinancing and cash contribution
received from its parent related to the Chewy distribution as well
as higher than expected revenue and EBITDA generation. For the LTM
period ended Q1 May 1, 2022, debt/EBITDA was 3.7x, down from 6.1x
for the fiscal year ended January 31, 2021. Moody's forecast
leverage to be in the mid-3x range for the fiscal year ending
January 29, 2023, reflecting single digit growth in revenue offset
by pressure on margins from a higher mix of consumables, continuing
supply chain disruption, digital and services sales, and higher
labor costs.
Moody's expects demand for the pet category to remain resilient
driven by the higher "installed base" of pets post-pandemic and
their recurring care needs, demand for premium products and
specialty services such as food, grooming, training, and lodging,
most of which are non-discretionary in nature for pet owners. The
stay-at-home conditions caused by the pandemic generated increased
pet ownership which will sustain the retail pet care industry for
many years to come.
Competition in the pet category is intense, particularly from
e-commerce retailers like Amazon.com, Inc. (A1 stable) and Chewy,
Inc. (not rated), but also from mass retailers and grocery stores.
However, the strength and scale of PetSmart's in-store service
offering, which includes grooming salons in substantially all of
its stores, training, over 200 PetsHotels, and full-service
veterinary hospitals in about 750 stores and growing creates a
competitive advantage versus pure-play online competition and
traditional bricks-and-mortar competitors. Retail space dedicated
to specialty pet services helps drive greater customer engagement,
foot traffic and front-store productivity.
Although PetSmart has paid down debt and improved its credit
metrics, governance is a key rating constraint due to the sponsors'
history of taking shareholder friendly actions, including
extracting large periodic dividends and monetizing PetSmart's
previous investment in Chewy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
PetSmart's ratings could be upgraded if the company demonstrates
sustained growth in revenue, profitability, and market share as
well as continued free cash flow generation while demonstrating a
transparent and strong commitment to conservative financial
policies. Quantitatively, ratings could be upgraded if debt/EBITDA
is sustained below 3.5 times and if EBIT/interest expense is
sustained above 3.5 times while maintaining very good overall
liquidity.
PetSmart's ratings could be downgraded if overall operating trends
decline or if operating margins erode, indicating that the
company's industry or competitive profile is weakening. Ratings
could also be downgraded if the company's financial policies were
to become aggressive particularly in terms of dividends and
acquisitions or if liquidity deteriorates. Quantitatively, a
ratings downgrade could occur if debt/EBITDA is sustained above
4.5x times or EBIT/interest is sustained below 2.5 times.
The principal methodology used in these ratings was Retail
published in November 2021.
PetSmart LLC is the largest specialty retailer of supplies, food,
and services for household pets in the U.S. The company currently
operates 1,663 stores in the U.S., Canada, and Puerto Rico as of
May 1, 2022. LTM revenue as of May 1, 2022 was about $9.7 billion
(excluding Chewy). PetSmart has an omnichannel capability
consisting of buy online, pick up in store ("BOPIS"), curbside
pickup, ship-to-home, ship-from-store (only in Canada), and a
DoorDash partnership. The company is indirectly controlled by a
consortium including funds advised by BC Partners, Inc., La Caisse
de dept et placement du Quebec, affiliates of GIC Special
Investments Pte Ltd, affiliates of StepStone Group LP, and Longview
Asset Management, LLC.
PG&E CORP: Gets CPUC Approval for Plan to Boost Safety
------------------------------------------------------
The California Public Utilities Commission (CPUC), in ongoing
efforts to enhance Pacific Gas and Electric Company's (PG&E)
ability to meet its safety obligations, approved the utility's
regionalization plan, which the CPUC ordered PG&E to pursue as a
condition of CPUC approval of the utility's bankruptcy plan.
Under a modified settlement agreement among multiple parties
approved today, PG&E's service area will be divided into five
specific regions: North Coast, North Valley/Sierra, Bay Area, South
Bay/Central Coast, and Central Valley. Creating operational regions
is designed to improve the utility’s safety activities and local
responsiveness.
The CPUC directed PG&E to hold town hall meetings in the five
regions until the completion of the regionalization plan and report
to the CPUC on its implementation activities. In addition, a
Regionalization Stakeholder Group will be formed to monitor PG&E's
performance in the implementation of the regionalization plan.
Under the plan, Regional Executive Officers will manage each region
and report directly to PG&E's CEO and President. Each region will
also have its own Risk Officer and Safety Officer who report to the
Chief Risk Officer and Chief Safety Officer.
"The CPUC's bankruptcy decision required regional restructuring so
that PG&E would be more present in the community and better able to
serve the diverse values and needs of its customers," said
Commissioner Clifford Rechtschaffen. "Regionalization is one of the
many ways we are looking to see if PG&E has transformed itself into
a safer, more reliable, and more customer serving utility since
emerging from bankruptcy two years ago."
More information on PG&E's Regionalization Proposal is available at
www.cpuc.ca.gov/industries-and-topics/pge/pge-regionalization.
The proposal voted on is available at
https://docs.cpuc.ca.gov/PublishedDocs/Published/G000/M487/K588/487588677.PDF.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, faced extraordinary challenges relating to a
series of catastrophic wildfires that occurred in Northern
California in 2017 and 2018. The utility faced an estimated $30
billion in potential liability damages from California's deadliest
wildfires of 2017 and 2018.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). As of Sept.
30, 2018, the Debtors, on a consolidated basis, had reported $71.4
billion in assets on a book value basis and $51.7 billion in
liabilities on a book value basis.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served
as PG&E's legal counsel, Lazard as its investment banker and
AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk
LLC is the claims and noticing agent.
PG&E has appointed James A. Mesterharm, a managing director at
AlixPartners, LLP, and an authorized representative of AP Services,
LLC, to serve as Chief Restructuring Officer. In addition, PG&E
appointed John Boken also a Managing Director at AlixPartners and
an authorized representative of APS, to serve as Deputy Chief
Restructuring Officer.
Morrison & Foerster LLP served as the Debtors' special regulatory
counsel. Munger Tolles & Olson LLP also served as special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
* * *
PG&E Corporation and Pacific Gas and Electric Company announced
July 1, 2020, that PG&E has emerged from Chapter 11, successfully
completing its restructuring process and implementing PG&E's Plan
of Reorganization ("Plan") that was confirmed by the United States
Bankruptcy Court on June 20, 2020.
For the benefit of fire victims, the Plan provided for a Fire
Victim Trust, which was funded with an oft-stated value of $13.5
billion, to be half in cash and half in new company PG&E common
stock. The $6.75 billion in cash was paid. With respect to the
stock consideration, 478 million shares of PG&E stock were
delivered to the Fire Victim Trust in accordance with an agreed-to
formula under the Plan.
POMMEL MEADOWS: Wins Cash Collateral Access Thru Jan 2023
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Pommel Meadows Hospitality, LLC to use
cash collateral on an interim basis in accordance with the budget.
The Debtor has three principal secured creditors who may assert an
interest in the cash collateral:
a. The Harris County taxing authorities are owed approximately
$89,000 for ad valorem taxes;
b. DCR Mortgage 10 Sub 3, LLC holds two mortgages on the
Debtor's real property located at 5755 Bayport Blvd., Seabrook, TX
77586 in the amount of roughly $5.2 million; and
c. The U.S. Small Business Administration extended a $500,000
COVID-19 Economic Injury Disaster Loan (EIDL), which is secured by
all the Debtor's property.
DCR has a valid secured claim and perfected first priority security
interest in the Rents, including post-petition Rents, pursuant to
Tex. Prop. Code section 64.052 and 11 U.S.C. section 552(b)(2) and
a perfected deed of trust lien and security interest on the real
property owned by the Debtor and located at 5755 Bayport Blvd.,
Seabrook, TX 77586 and the related furniture, fixtures, and
equipment, all as more particularly described in several Lien
Documents.
The Lien Documents secure two loans made by Allegiance Bank to the
Debtor, specifically: (i) a loan to the Debtor in the original
principal amount of $4,537,500 pursuant to a loan agreement dated
January 21, 2019 by and between the Debtor and Allegiance Bank and
as evidenced by a Promissory Note dated January 21, 2019 in the
original principal amount of $4,537,500; and (ii) a second loan to
the Debtor in the original principal amount of $550,000 pursuant to
a loan agreement dated March 17, 2020 by and between the Borrower
and the Original Lender and as evidenced by a Promissory Note dated
March 17, 2020 in the original principal amount of $550,000.
As adequate protection for use of the Rents and other Collateral,
DCR is granted the following relief:
a. Beginning on June 15, 2022, the Debtor will tender monthly
payments to DCR of $15,000.
b. Beginning on June 15, 2022, the Debtor will deposit monthly
payments with DCR of $7,500, to be held by DCR as a reserve for the
payment of current year ad valorem property taxes with respect to
the Collateral in accordance with the terms of the Lien Documents.
c. DCR will be granted (i) continuing liens and security
interests under the terms and conditions of the Loan Documents
between the Debtor and DCR and in the Collateral; and (ii) a
replacement perfected security interest to the same extent,
priority and validity of DCR's existing liens pursuant to Section
361(2) of the Bankruptcy Code in all Rents and FF&E Property of the
Debtor generated after the Petition Date, which replacement liens
will be deemed automatically perfected upon entry of the Court's
order approving the Motion.
These events consist as "Termination Event":
a. The Debtor's failure to promptly pay to DCR of adequate
protection payments or tax reserve payments, if any;
b. The conversion of the case to as case administered under
Chapter 7, or the dismissal of the case;
c. The appointment of a trustee or an examiner in the case;
d. The reversal, revocation, modification, amendment, stay or
rescission of the Order, unless expressly consented to by DCR;
e. The Debtor's failure to comply with, or its default under
any terms or condition of, the Order or any amendment or
modification thereof, which failure or default is not cured by 5:00
p.m. Central Time on the tenth day after the filing in the case of
a notice of such failure or default by DCR;
f. The disbursement of any Rents, other than in accordance
with the express terms of the Order and the Budget; or
g. January 31, 2023.
A copy of the order and the Debtor's budget from January to
December 2022 is available at https://bit.ly/3OLGO62 from
PacerMonitor.com.
The Debtor projects $886,383 in gross profit and $558,390 in total
operating expenses.
About Pommel Meadows Hospitality, LLC
Pommel Meadows Hospitality, LLC operates a Best Western Plus known
as Best Western Plus Seabrook Suites located at 5755 Bayport Blvd.,
Seabrook, TX 77586. The hotel features 85 rooms with a restaurant
on-site, complimentary breakfast, a cocktail lounge, an outdoor
pool, and an exercise facility. The hotel is located 2.0 miles from
the Kemah Boardwalk, 5.0 miles from the Johnson Space Center and
6.8 miles from the Pasadena Convention Center. The property was
built in 2008. Pommel Meadows acquired the property in 2018.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-31579) on June 6,
2022. In the petition signed by Danish Khan, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Jeffrey P. Norman oversees the case.
Stephen W. Sather, Esq., at Barron and Newburger, PC is the
Debtor's counsel.
DCR Mortgage 10 Sub 3, LLC, as lender, is represented by Daniel J.
Ferretti, Esq. at Baker, Donelson, Bearman, Caldwell and
Berkowitz.
PREMIER MODERN: Seeks to Hire BTJ Financial Services as Accountant
------------------------------------------------------------------
Premier Modern Commercial Printing Company seeks approval from the
U.S. Bankruptcy Court for the Northern District of Texas to hire
BTJ Financial Services, Inc. to provide accounting, bookkeeping,
and associated financial services.
The firm's services include:
a. General bookkeeping services for the Debtor, which
include:
1) Review of data entry and journals for accuracy;
2) Ensure all bank and credit card account transactions
are entered;
3) Posting of journal entries to the general ledger, as
needed; and
4) Assistance and advice regarding posting errors.
b. General monthly accounting services for the Debtor, which
include:
1) Calculation and filing of sales tax returns;
2) Reconciliation of bank, credit card and notes payable
accounts;
3) Posting of journal entries to the general ledger, as
needed;
4) Preparation of balance sheets and income statements;
and
5) Analysis of data for management and tax planning
purposes.
c. Accounts Payable services, which include:
1) Invoice receipt & processing;
2) COGS/Expense Coding;
3) Vendor payment processing; and
4) Vendor inquiry management.
d. Accounts Receivable services, which include:
1) Customer bulling review;
2) Customer payment posting review; and
3) Collections management.
e. assistance with such other financial matters as may be
mutually agreed upon between BTJ and the Debtor in connection with
this Chapter 11 case.
The firm will receive a one-time setup fee of $1,500.
The firm will charge $2,200 per month for accounting services
rendered in the ordinary course of its business operations.
Clinton Jones, president of BTJ, assured the court that the firm is
a "disinterested person" as the term if defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Clinton T. Jones
BTJ Financial Services, Inc.
723 N Fielder Rd b
Arlington, TX 76012
Phone: +1 817-226-2676
About Premier Modern Commercial Printing
Premier Modern Commercial Printing Company, doing business as Bass
Printing company, is a full service commercial and trade printer
located in Fort Worth, Texas. It offers a range of solutions to
help you create your advertising and promotional posters,
brochures, flyers, business card, and other printing solutions.
Premier Modern Commercial Printing Company sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No.
22-41296) on June 7, 2022. In the petition filed by Alrick V.
Warner, as president and CEO, the Debtor estimated assets between
$100,000 and $500,000 and estimated liabilities between $1 million
and $10 million.
The case is assigned to Honorable Bankruptcy Judge Edward L.
Morris.
Michael S. Mitchell, of DeMarco Mitchell, PLLC, is the Debtor's
counsel.
PREMIER MODERN: Seeks to Hire DeMarco-Mitchell as Legal Counsel
---------------------------------------------------------------
Premier Modern Commercial Printing Company seeks approval from the
U.S. Bankruptcy Court for the Northern District of Texas to hire
DeMarco-Mitchell, PLLC as its counsel.
The firm will render these services:
a. take all necessary action to protect and preserve the
Estate, including the prosecution of actions on its behalf, the
defense of any actions commenced against it, negotiations
concerning all litigation in which it is involved, and objecting to
claims;
b. prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports, and papers in connection
with the administration of the estate;
c. formulate, negotiate, and proposed a plan of
reorganization; and
d. perform all other necessary legal services in connection
with these proceedings.
The firm will be paid at these rates:
Robert T. DeMarco, Esq. $350 per hour
Michael S. Mitchell, Esq. $350 per hour
Barbara Drake, Paralegal $125 per hour
The firm received a retainer in the amount of $5,000.
As disclosed in court filings, DeMarco-Mitchell is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code
The firm can be reached through:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco-Mitchell, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Tel: 972-578-1400
Fax: 972-346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Premier Modern Commercial Printing
Premier Modern Commercial Printing Company, doing business as Bass
Printing company, is a full service commercial and trade printer
located in Fort Worth, Texas. It offers a range of solutions to
help you create your advertising and promotional posters,
brochures, flyers, business card, and other printing solutions.
Premier Modern Commercial Printing Company sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No.
22-41296) on June 7, 2022. In the petition filed by Alrick V.
Warner, as president and CEO, the Debtor estimated assets between
$100,000 and $500,000 and estimated liabilities between $1 million
and $10 million.
The case is assigned to Honorable Bankruptcy Judge Edward L.
Morris.
Michael S. Mitchell, of DeMarco Mitchell, PLLC, is the Debtor's
counsel.
PRITHVI INVESTMENTS: Wins Access to Cash Collateral Thru Sept 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, authorized Prithvi Investments, LLC to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance and provide adequate protection through
September 30, 2022.
As adequate protection, Poppy Bank and the U.S. Small Business
Administration are granted a lien and security interest in all
assets of the Debtor acquired on or after May 25, 2022, provided
that the Replacement Lien will have the same validity, and
enforceability and priority as the Secured Creditors had prior to
the Petition Date.
As further adequate protection, the Debtor is authorized to make
payments to Poppy Bank in the amount of $25,000 per month through
September 30, 2022, with payments commencing on June 30, and all
subsequent payments due on or before the 29th day of the month
thereafter until September 30.
All post-petition fees owed by Prithvi LLC to its franchisor Choice
Hotels International, Inc. pursuant to a Franchise Agreement
between Prithvi LLC and Choice Hotels will be paid in full on a
monthly basis and in the ordinary course, and will not be limited
by the Budget.
A second interim hearing on the matter is scheduled for September
29 at 10 a.m. via Zoom.
A copy of the order and the Debtor's budget from May 27 to
September 30 is available at https://bit.ly/3y3OM3M from
PacerMonitor.com.
The Debtor projects total expenses as follows:
$1,279 for the week ending May 27, 2022;
$11,584 for the week ending June 3, 2022;
$2,284 for the week ending June 10, 2022;
$11,450 for the week ending June 17, 2022;
$2,370 for the week ending June 24, 2022;
$87,907 for the six days ending June 30, 2022;
$170,032 for the month ending July 31, 2022;
$164,382 for the month ending August 31, 2022; and
$152,446 for the month ending September 30, 2022.
About Prithvi Investments, LLC
Prithvi Investments, LLC owns and operates a 64-room Quality Inn
and Suites hotel in Santa Rosa, California. In addition to
providing guest rooms, the Hotel has a breakfast dining area and a
fitness room. The Hotel has 68 parking spaces and operates under a
license agreement with Choice Hotel, International Inc.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-30259) on May 25,
2022. In the petition filed by Hitesh Patel, president, the Debtor
disclosed up to $50 million in both assets and liabilities.
Christopher D. Sullivan, Esq., at Diamond McCarthy LLP is the
Debtor's counsel.
PROVECTUS BIOPHARMACEUTICALS: 5 Proposals Passed at Annual Meeting
------------------------------------------------------------------
Provectus Biopharmaceuticals, Inc. held its annual meeting of
stockholders on June 22, 2022, at which the stockholders:
(1) elected Webster Bailey, Bruce Horowitz, John Lacey, III,
M.D., Ed Pershing, CPA, and Dominic Rodrigues as directors for a
term of one year at the Annual Meeting, consistent with the
recommendation of the Company's board of directors;
(2) approved the advisory vote on the compensation of the
Company's named executive officers at the Annual Meeting,
consistent with the Board's recommendation;
(3) ratified the selection of Marcum LLP as the Company's
independent registered public accounting firm for 2022 at the
Annual Meeting, consistent with the Board's recommendation;
(4) authorized the Board to amend the Company's Certificate of
Incorporation, as amended by the Certificate of Designation of
Series D Convertible Preferred Stock and Certificate of Designation
of Series D-1 Convertible Preferred Stock, to effect a reverse
stock split of the Company's common stock, Series D Convertible
Preferred Stock, and Series D-1 Convertible Preferred Stock at a
ratio of between 1-for-10 and 1-for-50, where the ratio would be
determined by the Board at its discretion, and to make
corresponding amendments to the Certificates of Designation to
provide for the proportional adjustment of certain terms upon a
reverse stock split, consistent with the Board's recommendation;
and
(5) authorized the Board, given the Company's stockholders'
approval of Proposal 4, to amend the Company's Certificate of
Incorporation, as amended by the Certificates of Designation, to
decrease the number of authorized shares of the Company's common
stock and preferred stock by the same reverse stock split ratio
determined by the Board, consistent with the Board's
recommendation.
About Provectus
Provectus Biopharmaceuticals, Inc. is a clinical-stage
biotechnology company developing immunotherapy medicines based on
a
family of small molecules called halogenated xanthenes. The
Company's lead HX molecule is rose bengal sodium.
Provectus reported a net loss of $5.54 million for the year ended
Dec. 31, 2021, compared to a net loss of $6.68 million for the year
ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $3.51
million in total assets, $7.70 million in total liabilities, and a
total stockholders' deficiency of $4.19 million.
Los Angeles, CA-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
29, 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.
Q'MAX AMERICA: Trustee's Sale of Chickasha Property for $560K OK'd
------------------------------------------------------------------
Judge Christopher Lopez of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Christopher J. Murray, the
duly appointed Chapter 7 Trustee for the Chapter 7 estates of the
Q'Max America, Inc., and affiliates, to sell the real property
located at 4402 Mockingbird Lane, in Chickasha, Oklahoma 73018, to
TAS Real Estate, LLC, for $560,000.
The Purchase Agreement is approved.
The sale will be "as is, where is" with no representations or
warranties made with respect to the Property or the sale. It is
free and clear of all mortgages, security interests, conditional
sale or title retention agreements, contracts for sale, pledges,
liens, judgments, demands, encumbrances, restrictions or charges of
any kind or nature.
At the closing of the sale of the Property, the Trustee is
authorized and directed to pay the following directly from the sale
proceeds and without further order of the Court: (i) any
outstanding ad valorem taxes incident to the Property immediately
upon closing and prior to any disbursement of proceeds to any other
person or entity, as well as any prorated ad valorem taxes for tax
year 2022; (ii) any reasonable, usual, and customary miscellaneous
fees and expenses charged as costs at closing by the title company;
and (iii) pay Newmark 4% of the sales price pursuant to the listing
agreement.
Any stay of the Order imposed by Rule 6004(h) is waived.
The Trustee is authorized to execute any documents, to take any
acts, and to make any additional reasonable disbursements as may be
necessary or appropriate to consummate the sale approved by the
Order.
The bankruptcy case is In re Q'Max America, Inc., (Bankr. S.D.
Tex.
Case No. 20-60030 (CML). Christopher J. Murray is the duly
appointed chapter 7 Trustee for the chapter 7 estate.
RAFIK YOUSSEF KAMELL: $2.8MM Sale of Santa Ana Property Approved
----------------------------------------------------------------
Judge Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California authorized Rafik Youssef Kamell's
bidding procedures in connection with sale of the real property
commonly known as 10282 Ambervale Lane, in Santa Ana, California
92705, to Fadi Maksoud and/or Ibrahim Maksoud for $2,775,000,
subject to qualified overbids.
The Bidding Procedures are approved.
The Debtor is authorized to sell the Property to the Buyer for
$2,775,000 (less the $7,500 credit to Buyer) on the terms and
conditions stated in the California Residential Purchase Agreement
and Joint Escrow Instructions dated April 27, 2022, the Request for
Repair No. 1 dated May 10, 2022 ("RR1"), Addendum No. 1 dated April
27, 2022, Addendum No. 2 dated May 14, 2022 and Extension of Time
Addendum dated May 14, 2022, the Seller's Counter Offer No. 1
dated April 29, 2022, the Buyer's Counter Offer No. 1 dated April
29, 2022 and Seller's Counter Offer No. 2 dated May 1, 2022, which
terms and conditions are approved, and as otherwise provided for in
the Order.
The sale of the Property to the Buyer is free and clear of any and
all liens, with any such liens, and accruing interest related to
the liens, to attach to the proceeds of the sale, which liens will
include but are not necessarily limited to the following:
a. The first deed of trust originally in favor of Royal
Pacific Funding Corp., recorded Sept. 6, 2018 bearing Instrument
Number 2018-000328267 assigned to Wilmington Savings Fund, FSB,
recorded April 21, 2020 bearing Instrument Number. 2020-178827
being serviced by Fay Servicing LLC;
b. A tax lien in favor of the United States of America
assessed by the Internal Revenue Service recorded June 21, 2018 in
the amount of $64,749.35 earing Instrument Number 2018-000227437.
The Debtor is authorized to pay the allowed amount of the IRS Lien
as approved by the Court in the approximate amount of $76,231.81;
c. A Certificate of Lien in favor of The Labor Commissioner,
Chief, Division of Labor Standards Enforcement recorded on July 22,
2020 (post-bankruptcy petition) in the amount of $2,957.39 bearing
Instrument Recording No. 2020-000352553; and
d. Pro-rated property taxes owed since the April 2022
installment was paid.
The Court-approved commission of the Debtor's real estate broker,
Coldwell Banker and the Buyer's real estate broker, Caliber Real
Estate Group, in the total amount of 4% of the Purchase Price (each
broker receiving 2%), all outstanding real property taxes, the fees
and costs of the sale chargeable to the estate, the Fay loan
secured by the first trust deed and IRS Lien will be paid from
escrow with the proceeds of the sale, with the balance of such
proceeds to be paid to the Debtor, subject to the withholdings
required or authorized as set forth.
The Debtor is authorized to pay from escrow the following:
a. the allowed/agreed amount due to Fay under the first
trust deed;
b. any unpaid property taxes;
c. the allowed amount of the IRS Lien in the approximate
amount of $76,231.81;
d. the costs of the transactions (approved fees and costs of
the sale chargeable to the Debtor's Estate, including commissions
due to the Debtor's and the Buyer's Broker (4% commission split of
2% to each side) and standard closing costs);
e. payment of the Debtor's $75,000 homestead exemption; and
f. payment of any amounts to the State of California for
withholding taxes.
The Property will be sold subject only to the recorded covenants,
conditions, restrictions and easements identified in the Title
Report.
The Debtor is authorized to withhold and remit estimated state
income taxes resulting from the sale, if any, to the Franchise Tax
Board of the State of California.
The Property is being sold on an "as is, where is" basis, with no
warranties, recourse, contingencies, or representations of any kind
except for any repairs agreed to by both the Debtor and the Buyer.
The 14-day stay prescribed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived to allow for an immediate closing.
Rafik Youssef Kamell sought Chapter 11 protection (Bankr. C.D.
Cal.
Case No. 20-10269) on Jan. 27, 2020. The Debtor tapped Robert
Goe,
Esq.
RECESS HOLDCO: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch has affirmed Long-Term Issuer Default Ratings (IDR) of 'BB-'
to Recess Holdco LLC, First Student Bidco Inc. and First Transit
Parent Inc., following the announcement of its intent to acquire
Total Transportation Corp (TTC).
Fitch has also affirmed ratings of 'BB+' and revised the Recovery
Ratings to RR2 from RR1 to the company's senior secured term loan
B, senior secured notes, revolving credit facility, and term loan
C. The instrument ratings apply to First Student Bidco, Inc. and
First Transit Parent Inc. which act as co-borrowers. The Rating
Outlook is Stable.
The ratings are limited by the company's elevated leverage profile
following its acquisitions of the Apple Bus Company and Total
Transportation Corp. First Transit's thin margin profile,
seasonality in the First Student business and a challenging labor
market also contribute to the 'BB-' rating. These concerns are
offset by positive rating factors including First Student's number
one market position, solid liquidity and the company's stable
contracted customer base.
KEY RATING DRIVERS
TTC Acquisition Credit Neutral: TTC is TTC is well positioned in
the NYC student transportation market with a 9% share. This market
features a higher proportion of specialized transit, and greater
barriers to entry, which leads to higher margins. The bolt-on
acquisition represents 9% of PF Revenue and 17% of PF combined
EBITDA, and is accretive to FSFT's margin and operating profile.
Because the transaction is funded from a mix of new equity and
debt, Fitch expects a neutral impact to credit metrics.
Fitch notes the existing TTC management team will remain in place,
and that the business will continue to operate as a standalone
entity with minimal integration requirements. Following the
sizeable Apple Bus Company and TTC acquisitions in the first half
of 2022, Fitch expects management to pursue limited M&A over the
next 12-18 months.
First Student's Leading Market Position: Fitch views First
Student's size and the stability of its contracts as supportive of
the rating. First Student is the largest provider of outsourced
student transportation in North America with a company-estimated
21% market share, nearly twice the size of the next largest
competitor.
Fitch views the school transportation sector as highly competitive
and fragmented, with somewhat high barriers to entry due to the
capital investment required for a large fleet of yellow school
buses. The company reports that only roughly 40% of the school bus
market is outsourced. Fitch believes this leaves a large
addressable market that may drive future growth but outsourcing is
often complicated by resistance from labor unions and long bidding
processes.
Labor Cost and Availability: FSFT's exposure to driver shortages
and labor cost inflation is a rating concern. The company has a
large exposure to labor with labor cost representing roughly 2/3 of
operating costs. In the current environment, labor and labor cost
are pressured by many factors that include a tight labor market,
driver shortages, and possible regulation surrounding rising wages.
Driver shortages were exacerbated by the pandemic as transportation
companies compete to fill positions.
Coronavirus-Related Effects: Both business segments were heavily
affected by the coronavirus pandemic, consistent with the general
passenger transportation environment in North America. Through the
pandemic, more than 75% of customers agreed to pay despite not
running busses, and a combination of capex scale-back and
government subsidies preserved cashflows. The company continues to
benefit from CERTS funding ($206 million at LTM March 2022), which
boosts EBITDA and leverage results well ahead of plan. The
company's underlying performance metrics continue to recover ahead
of schedule through the first portion of 2022, and Fitch believes
the company should be at or near pre-pandemic levels by FY 2023.
In response, the company has been reducing and combining routes on
an as-needed basis. Fitch believes the driver shortage will
continue to affect the company in the short-term as they continue
to fill open spots. First Student believes that it has a hiring
advantage relative to peers due to its size and scale.
Contracted Customer Base: Both First Student and First Transit
benefit from multi-year customer contracts, typically three to five
years, that provide a high degree of revenue stability and
visibility. Contracts are typically structured on a per route, per
hour, or per mile basis and often include price escalators and fuel
purchasing provisions to account for cost inflation and fuel
exposure. Customer relationships have generally been stable, with
customer retention around 95% and 10+ year average tenure for
around 85% of customers. No customer accounts for more than 2% of
revenue.
Thin Margins at First Transit: First Transit operates with a lower
margin profile than First Student, weighing down margins for the
consolidated business. First Transit's reported adjusted operating
margin in fiscal years 2021 and 2020 was 5.7% and 2.2%
respectively, compared with First Student's reported adjusted
operating margin of 6.0% in FY 2021 and 8.2% in FY 2020. First
Transit's predominately asset light operating model is largely
based on routing and hiring of drivers limiting the segment's
ability to obtain higher margins. Fitch believes each segment has
the potential to grow margins but assumes there will be a continued
disparity in margin profiles at the segments.
Seasonality: First Student operates a highly seasonal business with
lower activity during the summer break months when schools are
closed. Due to this seasonality the first half of the financial
year (FYE March 31) generates lower revenues and profits compared
with the second half. Seasonal effects cause working capital to
build from September to December causing the company to generate
less FCF and often rely on the revolver for working capital
requirements. The company utilizes some spare capacity during the
summer for charter operations (i.e. summer camps and private
charters). Performance in the September quarter remains materially
weaker than the rest of the year.
DERIVATION SUMMARY
First Student and First Transit previously operated under
FirstGroup plc (BBB-/Negative) before they were sold as FirstGroup
focuses on its UK segments that include First Bus and First Rail.
Under FirstGroup, First Student was the company's strongest
performing segment with a significantly higher margin profile than
the other operating segments.
First Student and First Transit are less diversified and operate at
higher leverage than FirstGroup. In terms of competitors, National
Express Group plc (BBB/Stable) is First Student's largest
competitor and is the second-largest yellow bus transportation
company in North America behind First Student. National Express
operates with higher margins and lower leverage than First Student
and First Transit.
Compared to Garda World (B+/Stable), FSFT is larger, with lower
leverage and a less aggressive M&A strategy. Compared to STG
Logistics, Inc (B+/Stable), Inc, FSFT is larger, with a more highly
contracted revenue stream, and superior credit metrics
KEY ASSUMPTIONS
-- The Total acquisition closes during FY 2023;
-- School bus transportation market continues the rebound through
FY 2023;
-- Margins come under pressure in 2023 due to the tight labor
market; Future margin evolution driven by price increases and
strategic initiatives to streamline operations and realize
efficiencies;
-- Working capital builds reflecting a return to full
utilization;
-- Cash taxes remain low due to a $1 billion net operating loss
at First Student business;
-- No shareholder distributions assumed as sponsor typically
focuses on reinvesting cash flows into the businesses in its
portfolio;
-- Additional FCF allocated to capex;
-- No debt prepayments assumed.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Commitment to deleveraging with total adjusted debt/EBITDAR
sustained below 4.0x;
-- EBITDA margins above 15% or significantly stronger margins in
the First Transit segment.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Total adjusted debt/EBITDAR sustained above 5.0x;
-- FFO interest coverage sustained below 2.5x;
-- EBITDA margin below 10%, or expectations of neutral to
negative FCF generation;
-- Loss of market share in either segment.
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
Debt Structure: First Student Bidco Inc. and First Transit Parent
Inc. are co-issuers/co-borrowers of the senior secured debt
structure that includes a $500 million revolver, a $1,490 million
seven-year term loan B, a $550 million seven-year term loan C, and
$800 million eight-year notes. To support the TTC acquisition, the
company is issuing a new $720 million incremental TLB which ranks
pari passu to the existing TLB, a $50 million incremental term loan
C, as well as a $100 million seller note which ranks junior to the
senior secured debt. During 2021, the company also initiated a $350
million working capital securitization program.
Substantially all of the existing and future wholly-owned domestic
restricted subsidiaries are guarantors to the senior secured debt.
This debt is secured on a first-lien basis by substantially all
assets, including the bus fleet, and ranks pari passu. The term
loan C is used exclusively for providing cash collateral against
LOC with all cash proceeds held in a specified restricted account.
Fitch considers the cash proceeds from the term loan C to be
restricted and does not believe it can be accessed for any other
purpose than to back LOC. Fitch believes leverage (total adjusted
debt/EBITDAR) will remain high for the 'BB' rating category in the
mid-4x range at close before falling to the low-4x range in the
next few years. Deleveraging will be supported by the 1% term loan
B amortization, and margin improvement surrounding acquisitions,
new initiatives, and a continuing recovery from the pandemic.
Adequate Liquidity: Fitch expects total liquidity at PF close of
the acquisition to be $698 million consisting of $198 million of
available unrestricted cash and $500 million of availability on the
revolver. Due to the seasonality of the school bus business, the
company is expected to draw down the revolver from time to time.
The company is not expected to pay a dividend to the sponsor.
The company also has approximately $250 million of additional
liquidity via its $350 million working capital securitization
program.
Fitch believes FCF generation will remain positive supporting
liquidity. Excess FCF generation will be used for capex which will
vary around 7% of revenues based on fleet requirements. There is
also potential for additional excess FCF to be allocated to
prepaying the term loan B. Fitch believes liquidity is adequate.
ISSUER PROFILE
First Student is the largest national provider of essential K-12
student transport services in North America, operating roughly
42,000 yellow school buses. First Transit is one of the largest
private sector providers of public transit management and
contracting in North America operating roughly 12,900 vehicles from
300 locations.
Criteria Variation
Variation from Criteria: Fitch looks to its Corporate Rating
Criteria dated Oct. 15, 2021, which outlines and defines a variety
of quantitative measures used to assess credit risk. As per
criteria, Fitch's definition of total debt is all encompassing.
However, Fitch's criteria is designed to be used in conjunction
with experienced analytical judgment, and as such, adjustments may
be made to the application of the criteria that more accurately
reflects the risks of a specific transaction or entity.
Fitch does not consider the term loan C as debt for analytical
purposes, which is a variation from the Corporate Rating Criteria's
definition of total debt. Proceeds from the term loan C are used
only to cash collateralize LCs supporting the company's
self-insurance program. These proceeds sit in a restricted account
which is reported as restricted cash. If the company was required
to contribute additional collateral and/or if an LC were to be
drawn, Fitch would add a corresponding portion back to total debt.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch does not consider the term loan C as debt for analytical
purposes.
DEBT RATING PRIOR
---- ------ -----
First Student
Bidco Inc. LT IDR BB- Affirmed BB-
senior secured LT BB+ New Rating RR2
senior secured LT BB+ Affirmed RR2 BB+
Recess HoldCo LLC LT IDR BB- Affirmed BB-
First Transit LT IDR BB- Affirmed BB-
Parent Inc.
senior secured LT BB+ New Rating RR2
senior secured LT BB+ Affirmed RR2 BB+
REID'S EDUCATIONAL: Wins Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Reid's Educational Child Care
Centre, LLC to use the cash collateral of James P. Flanders and the
U.S. Small Business Administration, on an interim basis in
accordance with the budget.
The Debtor contends that without the use of this cash collateral,
it would not be able to pay its monthly obligations, which would
frustrate any effort to successfully reorganize under Chapter 11 of
the Bankruptcy Code.
As of the Petition Date, the Debtor owed Flanders $85,000. The
Debtor's obligation is evidenced by a Promissory Note and Wrap
Around Mortgage and Security Agreement and Assignment of Leases and
Rents executed on June 18, 2013. The Debtor was secondarily
obligated to the SBA in the amount of $125,000 secured by a UCC-1
filed with the Florida Secretary of State.
The Debtor's cash and accounts receivable generated by the
operation of its business, prepetition and post-petition,
constitute cash collateral pursuant to 11 U.S.C. section 363(a).
The Debtor is directed to pay only expenses necessary for the
operation of the business and not any pre-petition expenses,
salaries, professional fees, or insiders without further Court
order. If an order is entered, the necessary pre-petition expenses,
salaries, professional fees, or insider payments will not be paid
unless the Debtor is current on its ordinary course of business
expenses.
As a further limitation on the use of cash collateral, the Debtor
will be limited to expenses of not more than $4,000 per month in
excess of any salary ordered by the Court for Officers, Subchapter
V Trustee fees or cash collateral payments.
As additional adequate protection of the lender's interest and the
estate's interest in cash collateral, the lender is granted a
replacement lien to the same nature, priority, and extent that the
lender may have had immediately prior to the date that the case was
commenced nunc pro tunc to the Petition Date. Further, the lender
is granted a replacement lien and security interest on property of
the bankruptcy estate to the same extent and priority as that which
existed pre-petition on all of the cash accounts, accounts
receivable and other assets and property acquired by the Debtor's
estate or by the Debtor on or after the Petition. The replacement
lien in the Post-Petition Collateral will be deemed effective,
valid and perfected as of the Petition Date, without the necessity
of filing with any entity of any documents or instruments otherwise
required to be filed under applicable non-bankruptcy law.
The Debtor is ordered to pay adequate protection payments of
$943.67 per month to Flanders and $100 per month to the SBA
commencing July 1 and on the first day of the month thereafter or
further Court order.
As additional adequate protection of the lender's interest in the
cash collateral, the Debtor will (a) maintain all necessary
insurance coverage on the lender's collateral and under no
circumstances will the Debtor allow its insurance coverage to
lapse, (b) continue to pay such monthly insurance payment in a
timely manner, and (c) within two days of the request of the
lender, the Debtor shall provide to lender's counsel a written
statement supported by evidence of Debtor's compliance with the
foregoing.
The Debtor's authority to use the cash collateral will terminate
immediately and upon the earlier of (a) order of the Court; (b) the
conversion of the case to a Chapter 7 case or the appointment of a
Chapter 11 trustee without the consent of the lender; (c) the entry
of an Order that alters the validity or priority of the replacement
liens granted therein to the Bank; (d) the Debtor ceasing to
operate all or substantially all of its business; (e) the entry of
an order granting relief from the automatic stay that allows any
entity to proceed against any material assets of the Debtor that
constitute cash collateral; (f) the entry of an Order authorizing a
security interest under section 364(c) or 364(d) of the Bankruptcy
Code in the collateral to secure any credit obtained or debt
incurred that would be senior to or equal to the replacement lien;
or (g) the dismissal of the Chapter 11 case. Occurrence of any of
the foregoing will constitute the "Expiration Date."
The Court will hold a continued cash collateral hearing on July 6
11 a.m. before the Honorable Jacob A. Brown.
A copy of the order is available at https://bit.ly/3ONsOZd from
PacerMonitor.com.
About Reid's Educational Child Care Centre, LLC
Reid's Educational Child Care Centre, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
3:22-bk-01037) on May 23, 2022. In the petition signed by Nickesha
V. Reid, manager, the Debtor disclosed up to $500,000 in both
assets and liabilities.
Judge Jacob A. Brown oversees the case.
Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler,
LLP is the Debtor's counsel.
RESHAPE LIFESCIENCES: Grosses $2.5M From Warrant Exercise
---------------------------------------------------------
ReShape Lifesciences Inc. entered into a warrant exercise agreement
with an existing accredited investor to exercise certain
outstanding warrants to purchase up to an aggregate of 3.7 million
shares of the Company's common stock. In consideration for the
immediate exercise of the Existing Warrants for cash, the
exercising holders received new unregistered warrants to purchase
up to an aggregate of 3.7 million shares (equal to 100% of the
shares of common stock issued in connection with the Exercise) of
the Company's common stock in a private placement pursuant to
Section 4(a)(2) of the Securities Act of 1933. In connection with
the Exercise, the Company also agreed to reduce the exercise price
of the Existing Warrants and 1.6 million remaining unexercised
warrants from $6.00 to $0.6665 per share, which is equal to the
most recent closing price of the Company's common stock on The
Nasdaq Capital Market prior to the execution of the warrant
exercise agreement.
The New Warrants are exercisable immediately upon issuance at an
exercise price of $0.6665 per share and have a term of exercise
equal to seven and one-half years. The Company agreed to file a
resale registration statement on Form S-3 within 30 days with
respect to the New Warrants and the shares of common stock issuable
upon exercise of the New Warrants. The warrant exercise agreement
and the New Warrants each include a beneficial ownership limitation
that prevents the investor from owning more than 4.99% of the
Company's outstanding common stock at any time.
The gross proceeds to the Company from the Exercise was
approximately $2.5 million, prior to deducting warrant inducement
agent fees and estimated offering expenses. The Company intends to
use the remainder of the net proceeds for commercial growth,
working capital and general corporate purposes.
Maxim Group LLC acted as the exclusive warrant inducement agent and
financial advisor to the Company for the Exercise. The Company
agreed to pay Maxim an aggregate cash fee equal to 7.0% of the
gross proceeds received by the Company from the Exercise.
About ReShape Lifesciences
ReShape Lifesciences (Obalon Therapeurtics, Inc.) is a weight loss
and metabolic health-solutions company, offering an integrated
portfolio of proven products and services that manage and treat
obesity and metabolic disease.
ReShape reported a net loss of $61.93 million for the year ended
Dec. 31, 2021, a net loss of $21.63 million for the year ended Dec.
31, 2020, and a net loss of $23.67 million for the year ended Dec.
21, 2019. As of March 31, 2022, the Company had $47.27 million in
total assets, $8.65 million in total liabilities, and $38.63
million in total stockholders' equity.
RM NEWMAN: Seeks to Hire Goldberg Weprin as Bankruptcy Counsel
--------------------------------------------------------------
RM Newman LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to hire Goldberg Weprin Finkel
Goldstein, LLP as its bankruptcy counsel.
The firm's services include:
a. providing the Debtors with all necessary representation in
connection with their Chapter 11 cases as well as the Debtors'
responsibilities;
b. representing the Debtors in all proceedings before the
court and the Office of the U.S. Trustee;
c. preparing legal papers; and
d. providing all legal services required by the Debtor in
connection with challenging its lender's claim to disputed charges,
and confirmation of a plan of reorganization.
The hourly rates charged by the firm's attorneys are as follows:
Partners $685 per hour
Associates $275 to $500 per hour
The firm will also seek reimbursement for out-of-pocket expenses
incurred.
The retainer fee is $20,000.
Kevin Nash, Esq., a partner at Goldberg, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein LLP
1501 Broadway
New York, NY 10036
Tel: (212) 221-5700
Email: knash@gwfglaw.com
About RM Newman
RM Newman, LLC owns a mixed-use commercial property located at
11-36 31st Avenue Long Island City, N.Y. The property contains
five residential apartments and a ground floor office and store
front.
RM Newman sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case No. 22-40576) on March 23, 2022. In the petition filed by
Kevin J. Nash, on behalf of the company, RM Newman estimated assets
and liabilities between $1 million to $10 million. The case is
assigned to Judge Jil Mazer-Marino.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP is
the Debtor's counsel.
ROCKY MOUNTAIN: Case Summary & 15 Unsecured Creditors
-----------------------------------------------------
Debtor: Rocky Mountain Homecare, Inc.
6340 W. 56th Avenue
Unit C
Arvada, CO 80002
Chapter 11 Petition Date: June 28, 2022
Court: United States Bankruptcy Court
District of Colorado
Case No.: 22-12306
Judge: Hon. Elizabeth E. Brown
Debtor's Counsel: Jenny M.F. Fujii, Esq.
KUTNER BRINEN DICKEY RILEY, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: 303-832-2400
Email: jmf@kutnerlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joey Gallegos as operations manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/DSPHJ7Q/Rocky_Mountain_Homecare_Inc__cobke-22-12306__0001.0.pdf?mcid=tGE4TAMA
ROYAL BLUE REALTY: May Use $152,53 of Cash Collateral Thru Oct 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Royal Blue Realty Holdings, Inc. to continue using cash
collateral on a further interim basis in accordance with the
budget, with a 10% variance.
Specifically, the Debtor is authorized to use up to $152,53 from
July 1 through October 31, 2022. This amount includes $143,058 in
property tax payments reimbursed by Comm-U.
Deutsche Bank National Trust Company may assert an interest in the
cash collateral. DB is the Trustee for American Home Mortgage Asset
Trust 2006-6 Mortgage-Backed Pass-Through Certificates, Series
2006-6; or Deutsche Bank National Trust Company as Trustee for
American Home Mortgage Asset Trust 2007-1 Mortgage-Backed
Pass-Through Certificates, Series 2007-1,
The Debtor's cash collateral access under the Ninth Interim Order
will terminate immediately upon the earliest to occur of:
(i) October 31;
(ii) the entry of an order dismissing the Case;
(iii) the entry of an order converting the Case to one under
Chapter 7;
(iv) the entry of an order appointing a trustee or an examiner
with expanded powers with respect to the Debtor's estate;
(v) entry of an order reversing, vacating, or otherwise
amending, supplementing, or modifying the Order;
(vi) entry of an order granting relief from the automatic stay
to any creditor (other than DB) holding or asserting a lien in the
Prepetition Collateral; or
(vii) the Debtor's breach or failure to comply with any material
term or provision of the Ninth Interim Order after receipt of no
less than five business days' notice to cure DB has consented to
the Debtor's use of the cash collateral.
As adequate protection for the Debtor's use of cash collateral, DB
is granted valid, binding, enforceable, and automatically perfected
post-petition liens on all property, whether now owned or hereafter
acquired or existing and wherever located, of the Debtor and the
Debtor's estate. DB's replacement liens include avoidance actions
under Chapter 5 of the Bankruptcy Code.
As additional adequate protection, the Debtor will, among other
things, maintain all of its insurance policies in full force and
effect, and will make timely payments of all property taxes and
common charges relating to the prepetition collateral.
A final hearing on the matter is scheduled for October 27 at 10
a.m.
A copy of the stipulated order is available for free at
https://bit.ly/3A43kmj from PacerMonitor.com.
About Royal Blue Realty Holdings
Royal Blue Realty Holdings, Inc., holding business at 162-174
Christopher Street, New York, N.Y., is primarily engaged in renting
and leasing real estate properties. Royal Blue filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 21-10802) on April 26, 2021.
As of the Petition Date, the Debtor estimated between $1 million to
$10 million in assets, and between $10 million to $50 million in
liabilities. The petition was signed by Andrew Nichols, chief
restructuring officer.
Davidoff Hutcher & Citron LLP represents the Debtor as counsel.
Judge Hon. Lisa G. Beckerman oversees the case.
Elaine Shay was appointed as temporary receiver with respect to the
Debtor by order of the Supreme Court of New York on March 9, 2021.
SAFE SITE: Seeks Cash Collateral Access Thru Oct 30
---------------------------------------------------
Safe Site Youth Development, Inc. asks the U.S. Bankruptcy Court
for the District of New Mexico for retroactive authority to use
cash collateral during the period from May 1, 2022, through October
30, 2022.
The Debtor requires the use of cash collateral to pay the ordinary
and necessary operating expenses to continue business operations.
As of December 30, 2021, the Debtor owed approximately $549,480 to
the Internal Revenue Service, who is the only creditor with a
filed, valid, and perfected lien upon the Debtor's cash collateral.
The IRS's lien purports to be secured by all accounts receivable
owned by the Debtor valued at $656,226.
The Debtor requests authority to use cash collateral:
a. For the actual and necessary business expenses, including
those set out in the Interim Budget, not to exceed 10% more than
the amount of each line item of the Budget for any given week;
b. To make any utility payments and deposits and adequate
protection payments ordered by the Court pursuant to 11 U.S.C.
section 366;
c. To honor any checks and other payments made in the ordinary
course and to pay all taxes as they come due;
d. To pay U.S. Trustee fees when due, if any;
e. To pay other expenses as the Debtor and the IRS may agree,
in writing (including email) from time to time, or which the Court
may order after notice to the IRS, pursuant to the Court's
equitable powers under 11 U.S.C. section 105.
As adequate protection, the Debtor proposes to provide replacement
liens on post-petition assets of the same sort that the IRS had
pre-petition liens on. The post-petition proceeds and profits
thereof will be provided to the IRS in the same manner as the
pre-petition liens.
The total value of assets, as of the filing date, securing the
IRS's lien is $1,277,033. The total amount owing to the IRS, as of
the filing date, is $549,480. The IRS is over-secured, and this
equity cushion alone should suffice as adequate protection.
As further adequate protection, the Debtor proposes to make monthly
payments to the IRS in the amount of $9,200. The calculation of
this monthly payment is based on the Interim Budget showing income
and expenses for the Debtor. The Debtor seeks authority for
retroactive allowance of payments made to the IRS for the months of
May and June 2022.
Monthly payments will be made to the IRS no later than the 25th of
each month. Along with the monthly payments, the Debtor will
provide a report to the IRS, which will detail actual versus
proposed budget for each preceding month.
A copy of the motion is available at https://bit.ly/39YmIGP from
PacerMonitor.com.
About Safe Site
Safe Site Youth Development, Inc., a company based in Los Lunas,
New Mexico, filed a petition for Chapter 11 protection (Bankr.
D.N.M. Case No. 21-11399) on Dec. 30, 2021, listing $1,277,033 in
assets and $1,741,417 in liabilities. Felix and Sarah Candelaria,
site directors, signed the petition.
Judge Robert H. Jacobvitz oversees the case.
The Debtor tapped Dennis A. Banning, Esq., at New Mexico Financial
& Family Law, P.C. as legal counsel and Ronak Bhatt CPA, LLC as
financial advisor and accountant.
SALEM HARBOR: Oaktree-Backed Plant Probed by Regulators
-------------------------------------------------------
Naureen S. Malik of Bloomberg News reports that U.S. energy
regulators are investigating whether a Boston-area power plant
backed by Oaktree Capital Management defrauded the region's grid by
collecting payments to provide backup power before it was up and
running.
The Federal Energy Regulatory Commission is probing whether Salem
Harbor Power Development misled officials about the facility's
start date so it could collect the payments through an annual
forward-capacity auction, the grid operator, ISO New England, said
in a statement Thursday, June 23, 2022.
FERC is also investigating ISO New England for not catching the
alleged scheme, the grid operator said.
About Footprint Power Salem Harbor
Salem Harbor Power Development LP, f/k/a Footprint Power Salem
Harbor Development LP (DevCo), owns and operates a 674 MW natural
gas-fired combined-cycle electric power plant located in Salem,
Massachusetts. The Facility, located along Salem Harbor, is a more
efficient and environmentally responsible replacement of a previous
coal-fired power plant located at the same site.
Salem Harbor Power Development LP, f/k/a Footprint Power Salem
Harbor Development LP (DevCo), and its debtor-affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Lead Case No. 22-10239) on March 23, 2022. In the petition
signed by John R. Castellano, chief restructuring officer, Devco
disclosed up to $1 billion in both assets and liabilities. DevCo
is the only Debtor with business operations. Other than DevCo,
each Debtor's assets consist solely of its membership or
partnership interests, as applicable, in its subsidiaries.
Paul, Weiss, Rifkind, Wharton and Garrison LLP and Young Conaway
Stargatt and Taylor, LLP represent the Debtor as counsel,
Alixpartners as financial advisor, Prime Clerk LLC as claims,
noticing, solicitation and administrative agent, Houlihan Lokey
Capital, Inc. as investment banker.
MUFG Union Bank, N.A., as agent to the prepetition lenders,
retained Mayer Brown LLP, as primary counsel; Potter Anderson &
Corroon LLP, as Delaware counsel; Goodwin Procter LLP, as
Massachusetts counsel; and PJT Partners LP, as financial advisor.
SERVICE ONE: Trustee Proposes Auction Sale of Personal Property
---------------------------------------------------------------
Mark A. Weisbart, the trustee appointed in the Chapter 11 case of
Service One, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Texas to authorize the auction sale of personal
property.
Objections, if any, must be filed within 21 days from the date of
service.
Schedule A/B of the Debtor's bankruptcy schedules identifies the
personal property the Debtor owned or in which it held an interest
as of the Petition Date. Such personal property includes office
furnishings and equipment (the "Office Items") and seven vehicles
(collectively, the "Personal Property").
Upon information and belief, Lenders BlueVine Capital, Inc. and the
Small Business Administration assert liens in and to the Personal
Property. The Lenders are over-secured given their respective liens
in the Debtor’s accounts receivable. Nonetheless, the Trustee
seeks to sell the Personal Property free and clear of liens, claims
and encumbrances with such liens claims and encumbrances to attach
to sales.
Subject to Court approval, the Trustee has engaged Rosen Systems,
Inc. to conduct auctions as Rosen deems beneficial to sell the
Personal Property -- it being anticipated that an auction of the
Vehicles will be conducted at Rosen’s offices at 2323 Langford
St, Dallas, Texas 75208, while the Office Items will be auctioned
at the Office.
The Trustee believes, in his reasonable business judgment, that
based on the anticipated wind-down of the Debtor's operations that
it is in the best interest of its estate and its creditors to
market and sell the Personal Property through an auction process.
The Trustee believes that such sale is necessary to maximize a
return to the estate and its creditors. The proposed sale by
auction is the most expeditious and cost-effective means to dispose
the Personal Property.
The Trustee requests that the Court authorizes the sale of the
Property (1) through one or more auctions conducted under such
procedures and at the time and place deemed necessary and
appropriate by the Trustee upon advice of Rosen, and (2) be made
"as is, where is" without any representations or warranties
concerning the condition or suitability of the Personal Property.
By the Motion, the Trustee requests approval to sell the Personal
Property by one or more auctions upon reasonable and appropriate
notice as provided by Rosen.
He further requests that the Court enters an Order (1) approving
the marketing and sale of the Personal Property by one or more
auctions on such dates and times scheduled by Rosen, (2)
authorizing the sale of the Personal Property by one or more
auctions with such sales being free and clear of all liens, claims,
interests and encumbrances with such liens, claims, interests and
encumbrances to attach to the sale proceeds in the same priority as
currently exists, and (3) providing that the sale(s) of the
Personal Property be made "as is, where is" without any
representations or warranties concerning the condition, use or
suitability of the Personal Property.
To the extent that the relief sought in the Motion constitutes a
use of property under Bankruptcy Code Section 363(b), the Trustee
seeks a waiver of the 14-day stay under Bankruptcy Rule 6004(h).
About Service One
Service One, LLC specializes in construction, roofing, insurance
estimating and claims, construction and property management, and
renovation services. The company is based in Addison, Texas.
Service One filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-40503) on Apr. 21,
2022, listing as much as $10 million in both assets and
liabilities. Mark A. Weisbart serves as Subchapter V trustee.
Judge Brenda T. Rhoades oversees the case.
Christopher J. Moser, Esq., at Quilling, Selander, Lownds,
Winslett
& Moser, PC and Lain, Faulkner & Co., PC serve as the Debtor's
legal counsel and accountant, respectively.
SHW17 INC: Case Summary & Five Unsecured Creditors
--------------------------------------------------
Debtor: SHW17, Inc.
17550 Davenport Rd.
Winter Garden, FL 34787
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: June 27, 2022
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 22-02268
Debtor's Counsel: Aldo G. Bartolone, Jr., Esq.
BARTOLONE LAW, PLLC
1030 N. Orange Avenue
Suite 300
Orlando, FL 32801
Tel: 407-294-4440
Fax: 407-287-5544
Email: aldo@bartolonelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Paul King as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/SMFLLYA/SHW17_Inc__flmbke-22-02268__0001.0.pdf?mcid=tGE4TAMA
SOUTH TEXAS ELV: Taps Fuqua & Associates as Legal Counsel
---------------------------------------------------------
South Texas ELV, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Fuqua & Associates,
P.C. to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. advising the Debtor regarding its powers and duties in the
continued operation of its business and management of its
property;
b. preparing pleadings;
c. negotiating and filing a potential plan of arrangement
satisfactory to the Debtor, its estate, and the creditors at large;
and
d. performing all other necessary legal services for the
Debtor.
The firm will charge these hourly fees:
Attorneys $750 per hour
Associates $375 per hour
Law Clerks/Legal Assistants $150 per hour
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
The firm received a retainer of $31,738 from the Debtor.
Richard Fuqua, Esq., a partner at Fuqua & Associates, 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:
Richard L. Fuqua, Esq.
Fuqua & Associates, P.C.
8558 Katy Freeway, Suite 119
Houston, TX 77024
Tel: (713) 960-0277
Fax: (713) 960-1064
Email: rlfuqua@fuqualegal.com
About South Texas ELV
South Texas ELV, LLC, --
https://www.assetrecoverymanagementservices.com/ -- is doing
business as Asset Recovery Management Services. It employs a
virtually unmatched array of tools to handle all Investment
Recovery needs of clients. The company has over 20 years of
experience in recovering the maximum value for its clients'
assets.
South Texas ELV sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60027) on June 3,
2022. In the petition filed by Stephanic Southwell, as manager, the
Debtor estimated assets between $1 million and $10 million and
liabilities between $100,000 and $500,000.
The case is assigned to Judge Christopher M. Lopez.
Richard L Fuqua, II, Esq., at Fuqua & Associates, PC is the
Debtor's counsel.
STARLIN LLC: Case Summary & One Unsecured Creditor
--------------------------------------------------
Eight affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Starlin LLC 22-10888
617 11th Avenue
New York, NY 10036
610 West 46th Street Enterprises, Ltd. 22-10889
617 11th Avenue
New York, NY 10036
RM Holdings Company Inc. 22-10890
617 11th Avenue
New York, NY 10036
BRC Owners, L.P. 22-10891
617 11th Avenue
New York, NY 10036
RG Mezz LLC 22-10892
RG Mezz III LLC 22-10893
617 11th Avenue
New York, NY 10036
RG Mezz V LLC 22-10894
617 11th Avenue
New York, NY 10036
RG Mezz VI LLC 22-10895
617 11th Avenue
New York, NY 10036
Business Description: The Debtors are the owners of the real
property and improvements located at 175
Spring Street, New York, New York; 610 West
46th Street, New York, New York; 616-620
West 46th Street, New York, New York; 617
11th Avenue, New York, New York; 623 11th
Avenue, New York, New York; 616-624 11th
Avenue, New York, New York; 613-615 11th
Avenue, New York, New York; 603 West 45th
Street aka 609-611 11th Avenue, New York,
New York; 108-02 Merrick Boulevard, Queens,
New York; and 108-16 Merrick Boulevard,
Queens, New York. The Debtors' Properties
are currently non-operating.
Chapter 11 Petition Date: June 28, 2022
Court: United States Bankruptcy Court
Southern District of New York
Judge: Hon. Martin Glenn
Debtors' Counsel: Fred B. Ringel, Esq.
LEECH TISHMAN ROBINSON BROG, PLLC
875 Third Avenue
New York, NY 10022
Tel: (212) 603-6300
Email: fringel@leechtishman.com
Starlin LLC's Scheduled Assets: $0
Starlin LLC's Scheduled Liabilities: $27,266,435
The petitions were signed by Robert Gans as president and manager.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OZ4B4CY/Starlin_LLC__nysbke-22-10888__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/PGUZGUQ/610_West_46th_Street_Enterprises__nysbke-22-10889__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/PAZYFHQ/RM_Holdings_Company_Inc__nysbke-22-10890__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/RPMXKKI/BRC_Owners_LP__nysbke-22-10891__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/RVR3AJI/RG_Mezz_III_LLC__nysbke-22-10893__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/RRCHUVY/RG_Mezz_V_LLC__nysbke-22-10894__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/SJ3V26A/RG_Mezz_VI_LLC__nysbke-22-10895__0001.0.pdf?mcid=tGE4TAMA
Debtors' Unsecured Creditor:
Entity Nature of Claim Claim Amount
------ --------------- ------------
CT Corporation Staffing, Inc. $0
1209 Crange Street
Wilmington, DE 19801
STARWOOD PROPERTY: Fitch Affirms 'BB+' IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) and senior unsecured debt ratings of Starwood Property Trust,
Inc. (STWD) at 'BB+'. Fitch has also affirmed the Long-Term IDR and
senior secured debt rating of Starwood Property Mortgage, LLC (SPM)
at 'BB+' and 'BBB-', respectively. The Rating Outlook is Stable.
KEY RATING DRIVERS
IDRs, Senior Unsecured and Senior Secured
The ratings affirmation reflects the strength of STWD's affiliation
with Starwood Capital Group (SCG), which provides access to deal
flow and deep industry and collateral expertise, its solid market
position within its core segments, diversity of its business model,
good asset quality, consistent operating performance, appropriate
leverage, a diverse and well-laddered funding profile, and solid
liquidity.
Rating constraints include STWD's largely secured funding profile,
reliance on wholesale funding sources, and the absence of a track
record as a standalone entity through a traditional credit cycle.
STWD is one of the largest and most diverse commercial mortgage
real estate investment trusts (REITs) in the U.S. Fitch believes
Starwood's product line diversity allows it be opportunistic in
different market environments, as it can quickly pivot to business
segments with more attractive risk-adjusted returns.
STWD's asset quality has been good with minimal losses
historically, which Fitch believes has been supported by good
collateral coverage, as the loan book had a below-peer
loan-to-value ratio of 61% at March 31, 2022 (1Q22). Impaired and
delinquent loans were 3.3% of the loan book at 1Q22, which is
higher than its four-year average of 2.2%, but still within Fitch's
'bbb' category benchmark range of 2% to 5%, for balance sheet heavy
finance and leasing companies with an operating environment score
in the 'a' category. Fitch believes STWD has shown a strong ability
to operate and sell distressed assets at gains relative to carrying
value. Moreover, Fitch believes Starwood's diverse portfolio and
conservative underwriting should help mitigate the longer-term
pandemic impacts on hotel and office properties.
Fitch views STWD's earnings performance as supportive of its
rating. For the trailing twelve months (TTM) ended 1Q22, pre-tax
income to average assets was 3.3%; in-line with the four-year
average of 3.4%. Earnings more recently have been aided by strong
asset growth, low credit losses and strong realized and unrealized
mark-to-market gains within STWD's property segment related to the
Woodstar portfolios.
Fitch believes a higher rate environment will benefit STWD's net
interest margin into 2023 given the firm's floating rate loan
portfolio and relatively low cost of funds. Continued loan growth
and strong performance from the Woodstar investment fund should
also remain supportive of earnings over the near to medium term, in
Fitch's view.
STWD's corporate leverage remains reasonable relative to its
rating. Fitch's definition of debt-to-tangible equity (which
includes $3.8 billion of non-recourse CLO financing, $4.1 billion
of securitizations and $2.5 billion of A-note sales) was 4.1x at
1Q22, which would place STWD in the middle of the 'bbb' category
leverage benchmark range for balance sheet heavy finance and
leasing companies in an 'a' category operating environment. Adding
back accumulated depreciation within STWD's property book reduces
leverage by 0.2x. While Fitch notes that STWD excludes CLO
financing from its reported adjusted leverage ratio, Fitch views
CLO debt as a key funding source for STWD's core businesses, so
primarily evaluates leverage on a consolidated basis.
At 1Q22, approximately 13% of STWD's debt was unsecured, which is
below the peer average and at the lower-end of Fitch's 'bb'
category benchmark range of 10%-40% for finance and leasing
companies with an operating environment score in the 'a' category.
Fitch would view an increase in Starwood's unsecured funding mix
favorably as it would enhance its financial flexibility. Still,
Starwood's secured funding is considered to be diverse, comprised
of numerous warehouse lines, repurchase facilities, mortgages and
securitizations, with a well-laddered maturity profile. Further,
STWD has steadily been increasing financing with margin call
exposure though the firm's exposure to mark-to-market margin calls
has declined as a share of total debt over recent periods.
STWD's liquidity position remains constrained by its REIT tax
election, as REITs must generally distribute at least 90% of their
net taxable income, excluding capital gains, to shareholders each
year. That said, Fitch observes that STWD has consistently
generated distributable earnings in excess of its dividend and
didn't need to cut the dividend during the pandemic.
The Stable Outlook reflects Fitch's view that STWD will continue to
maintain strong asset quality, exhibited by low credit losses,
generate stable and consistent earnings and maintain leverage at a
level appropriate for the risk profile of the portfolio.
Additionally, Fitch believes the company will continue to
opportunistically issue unsecured debt, to enhance its funding
flexibility, appropriately manage its debt maturity profile and
maintain solid liquidity.
The unsecured debt rating is equalized with STWD's Long-Term IDR,
reflecting the availability of unencumbered assets and average
recovery prospects for creditors under a stressed scenario.
SPM's Long-Term IDR is equalized with that of STWD, its parent.
SPM's term loan ranks senior to current and future senior unsecured
notes issued by STWD and its subsidiary. The rating on the term
loan is one-notch above SPM's Long-Term IDR, reflecting Fitch's
expectation for good recovery prospects given strong collateral
coverage of the term loan.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
-- A sustained increase in Fitch-calculated leverage, including
all non-recourse debt, above 5.0x;
-- An inability to maintain sufficient liquidity relative to
near-term debt maturities, unfunded commitments and margin
call potential;
-- A reduction in business line diversity due to a material shift
in strategy;
-- A material deterioration in credit performance that results in
write-offs above longer-term historical levels;
-- A reduction in core earnings and earnings coverage of the
dividend; and/or
-- A sustained reduction in the proportion of unsecured debt
funding below 10%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
-- A sustained increase in the proportion of unsecured debt
approaching 40% of total debt;
-- The maintenance of leverage at-or-below 3x on a Fitch-
calculated basis, including all non-recourse debt;
-- The maintenance of strong asset quality performance;
-- Consistent core earnings generation; and/or
-- The maintenance of a solid liquidity profile.
The unsecured debt rating is sensitive to changes to STWD's
Long-Term IDR, unsecured funding mix and the level of unencumbered
balance sheet assets relative to outstanding unsecured debt. An
increase in secured debt and/or a sustained decline in the level of
unencumbered assets, which weakens recovery prospects on the
unsecured debt, could result in the unsecured debt ratings being
notched down from the Long-Term IDR.
The secured debt rating is sensitive to changes to SPM's Long-Term
IDR as well as changes in the firm's funding mix and collateral
coverage for the term loan. An increase in secured debt and/or
weaker collateral coverage, which weakens recovery prospects on the
term loan, could result in the upward notching being eliminated.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
DEBT RATING PRIOR
---- ------ -----
Starwood Property LT IDR BB+ Affirmed BB+
Trust, Inc.
senior unsecured LT BB+ Affirmed BB+
Starwood Property LT IDR BB+ Affirmed BB+
Mortgage, L.L.C.
senior secured LT BBB- Affirmed BBB-
STATERA BIOPHARMA: Board Ratifies Appointment of Two Directors
--------------------------------------------------------------
The Board of Directors of Statera Biopharma, Inc. ratified the
appointments of Dr. Uday Saxena and Dr. Blake Hawley as directors
of the Company, to fill the vacancies created by Mr. Saluck and Ms.
Verny resignations.
Dr. Saxena and Dr. Hawley will serve in such position until the
earlier of their deaths, resignations or removal from office. They
will serve as members of the Board's audit committee, compensation
committee, and nominating and corporate governance committee. The
Board has affirmatively determined that Dr. Saxena and Dr. Hawley
are "independent" within the meaning of the listing standards of
The Nasdaq Stock Market. In addition, Dr. Saxena and Dr. Hawley
are independent under Nasdaq's heightened independence standards
applicable to audit committee and compensation committee members.
Dr. Saxena is currently a co-founder of start-up biotech company,
ReaGene Innovations. Dr. Saxena has 30 plus years of leadership
experience in drug discovery research. He has held executive and
leadership positions at Parke-Davis (now Pfizer), AtheroGenics, Dr.
Reddy's Laboratories and Kareus Therapeutics. During his tenure at
Parke-Davis/ Pfizer, Dr. Saxena was associated with the team that
discovered Lipitor. Dr. Saxena has a Ph.D. in Biochemistry from
Memorial University and Post-doctoral training at Columbia
University.
The Company confirms that (1) there is no family relationship
between Dr. Saxena and any director or executive officer of the
Company, (2) there was no arrangement or understanding between Dr.
Saxena. and any other person pursuant to which he was elected to
his position with the Company, and (3) there is no transaction
between Dr. Saxena and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
Dr. Hawley is the founder of Cleopatra Life Inc., Motega Health,
Inc., Cedoga Consulting LLC and SBH Nutrition Science LLC. Dr.
Hawley brings an entrepreneurial mindset with a track record of
execution. Previously Dr. Hawley served as chief commercial
officer of Kindred Biosciences (NASDAQ: KIN) and managing director
of the United Kingdom and Ireland for Hill's Pet Nutrition, a
division of Colgate-Palmolive. His experience includes ten years
of profit and loss responsibilities in multiple geographies, with
consistent double-digit annual revenue growth in each of the ten
years. He oversaw products competing in the arthritis,
dermatology, obesity, gastrointestinal, urinary, and cancer
markets, among others. Dr. Hawley holds an M.B.A. from the
University of Kansas and a D.V.M. from North Carolina State
University.
The Company confirms that (1) there is no family relationship
between Dr. Hawley and any director or executive officer of the
Company, (2) there was no arrangement or understanding between Dr.
Hawley. and any other person pursuant to which he was elected to
his position with the Company, and (3) there is no transaction
between Dr. Hawley and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
On June 8, 2022, the Company entered into Independent Director's
Agreements with each of Drs. Saxena and Hawley in connection with
their respective appointments as directors of the Company and
agreed to pay them the following compensation for their board and
committee services.
Position Annual Cash Compensation
-------- ------------------------
Board Member $35,000
Audit Committee Member $7,500
Compensation Committee Member $5,000
Governance Committee Member $4,000
------
Total $51,500
In addition to annual cash compensation listed above, the Company
agreed to award each of Drs. Saxena and Hawley 587,083 shares of
the Company's unregistered common stock that had a value of
$140,900 as of the June 17, 2022 award date. The Company may from
time to time authorize additional compensation and benefits to the
directors. Each of the directors is entitled to be reimbursed for
reasonable out-of-pocket expenses incurred in attending the
Company's board or board committee meetings.
About Statera
Statera Biopharma, Inc. (formerly known as Cytocom, Inc. and
Cleveland Biolabs) is a clinical-stage biopharmaceutical company
developing novel immunotherapies targeting autoimmune,
neutropenia/anemia, emerging viruses and cancers based on a
proprietary platform designed to rebalance the body's immune system
and restore homeostasis.
The Company reported a net loss of $2.44 million for the year ended
Dec. 31, 2020, a net loss of $2.69 million for the year ended Dec.
31, 2019, a net loss of $3.71 million for the year ended Dec. 31,
2018, and a net loss of $9.84 million for the year ended Dec. 31,
2017. As of Sept. 30, 2021, the Company had $98.04 million in total
assets, $23.84 million in total liabilities, and $74.19 million in
total stockholders' equity.
STEVEN BLOOM: Sale of Castle Rock Property for $1.75-Mil. Approved
------------------------------------------------------------------
Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado authorized Steven Bloom to sell interest in
the real property in Douglas County, Colorado, known by street and
number as 6290 Ellingwood Point Way, Castle Rock, Colorado 80108,
also known as Lot 16, Castle Pines Village 27A, County of Douglas,
State of Colorado, and all appurtenances thereto, to Paul R. Katz
and Sandy Goldstein for f $1.75 million.
The sale is free and clear of any and all liens, claims and
encumbrances including, the following:
(a) a Deed of Trust for the benefit of ING Bank, FSB, in the
original principal amount of $672,000, recorded with the Douglas
County, Colorado Clerk & Recorder on May 26, 2010 at Reception No.
2010031867, which was assigned to Bravo Residential Funding Trust
2021-A, pursuant to an Assignment recorded on June 3, 2021 at
Reception No. 2021069614; and,
(b) a Transcript of the Judgment recorded with the Douglas
County, Colorado Clerk & Recorder on Nov. 19, 2021, at Reception
No. 2020113671; together with a Notice of Lis Pendens in favor of
Glencove Holdings, LLC, recorded on Feb. 14, 2022, at Reception No.
2022011140 (collectively "Judgment Lien").
The sale of the Bankruptcy Estate's interest in the Property to the
Buyers under the terms of the Contract is approved.
The Debtor's Application to Employ and To Compensate Berkshire
Hathaway Home Services, IRE Englewood and Mr. Chuck Barry as the
bankruptcy estate's real estate broker is denied. However, the
Debtor may compensate Berkshire from the excess proceeds from the
sale of the Property disbursed to the Debtor after payment of all
creditors under the Confirmed Second Amended Chapter 11 Plan of
Reorganization.
The Debtor is authorized to pay at closing the Mortgage together
with all customary, reasonable and necessary costs of sale.
Contemporaneously with the closing of the sale of the Property, Mr.
Bloom will deposit the sum of $542,498.53 as of June 10, 2022, with
an unaffiliated, third-party escrow agent to be designated by
Glencove in its sole discretion. Should the closing of the sale
extend beyond June 10, 2022, Mr. Bloom will cause to be deposited
with said escrow agent from the proceeds of the sale additional
interest accruing on Glencove's Judgment Lien at the rate of
$112.17 per day, until the date of the closing. Such funds will be
held, managed, and released pursuant to the parties’ escrow
agreement.
As adequate protection for the sale of the Property free and clear
of Glencove's Judgment Lien, said lien will attach to the escrowed
proceeds of the sale, net of amounts necessary to repay the amounts
owed on account of the Mortgage and Closing Costs and Fees, with
the same validity, order of priority, force, and effect as it has
with respect to the Property. Glencove's replacement lien on the
escrowed funds will also attach to any interest earned on such
escrowed funds by and/or through the investments made by the escrow
agent.
The Parties have agreed, and Mr. Bloom understands, that interest
will continue accrue on Glencove's judgment set forth in the
Court's Memorandum Opinion After Trial and Judgment in Favor of
Glencove Holdings, LLC and Against Steven W. Bloom. For avoidance
of doubt, Glencove has not waived, and reserves all rights to, any
claim against Mr. Bloom under the Memorandum and Judgment
including, without limitation, Glencove's claims for the interest
accruing under the Memorandum and Judgment, at the full amount
awarded.
To the extent there are proceeds from the sale of the Property, net
of the Closing Costs and Fees, Mortgage, and amounts escrowed on
account of Glencove's Judgment Lien, such proceeds will be
disbursed by Mr. Bloom to the remaining unpaid creditors (including
those in Classes 6, 7, 8, 10 and 11) under the Confirmed Plan in
the order of priority to satisfy the absolute priority rule, with
interest, unless any such creditor or claimant agrees to accept
less or otherwise compromises their claim.
Following the Closing, including payment of the Closing Costs and
Fees and Mortgage, escrowing funds on account of Glencove's
Judgment Lien as provided by the Order, and Mr. Bloom's
satisfaction of all remaining unpaid allowed claims under the
Confirmed Plan, the remaining proceeds from the sale of the
Property may then be used by Mr. Bloom to compensate Berkshire as
the Debtor's real estate broker, with a 5.15% commission based on
the gross sales price of the Property.
The stay of execution on the Order imposed by Fed.R.Bank.P. 6004(h)
is lifted.
A hearing on the Motion was held on June 7, 2022.
About Steven Bloom
Steven Bloom is the sole owner and manager of BBJ LLC, and the
sole
owner and officer of BBJ Inc. Bloom filed for personal bankruptcy
under Chapter 13 but his case was converted to Chapter 11 on June
28, 2017 (Bankr. D. Colo. Case No. 17-11650 TBM).
SUNCOKE ENERGY: Moody's Affirms B1 CFR & Alters Outlook to Positive
-------------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of SunCoke
Energy, Inc. from stable to positive. At the same time, Moody's
affirmed SunCoke's B1 corporate family rating, the probability of
default rating of B1-PD and a B1 rating senior secured notes due
2029. The Speculative Grade Liquidity Rating remains SGL-2.
"The change of the ratings outlook to positive acknowledges
SunCoke's consistent operating and financial performance, higher
contracted met coke volumes, improved export market conditions,
continued gross debt repayment and the management's commitment to
further deleveraging," said Botir Sharipov, Vice President - Senior
Credit Officer and lead analyst for SunCoke.
Affirmations:
Issuer: SunCoke Energy, Inc.
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
GTD Senior Secured First Lien Global Notes, Affirmed B1 (LGD4)
Outlook Actions:
Issuer: SunCoke Energy, Inc.
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
SunCoke's B1 corporate family rating reflects its moderate leverage
and relative earnings stability offered by its long-term
take-or-pay contracts with pass-through provisions, offset by
potential event risk related to high customer concentration and the
company's exposure to the volatile steel and coal industries. The
ratings acknowledge the strength of SunCoke's relationships with
its steelmaking customers, which despite the headwinds faced by the
steel industry in the past, either continued to take the contracted
deliveries, made make-whole payments to the company or demonstrated
willingness to extend the contracts on largely similar terms in
exchange for coke supply relief. The company's coke supply
contracts allow for pass-through, with some variation in contract
structure, of most costs, including metallurgical coal, the
principal raw material input and the largest cost component in the
coke-making process. The ratings also acknowledge that the
company's portfolio of efficient and technologically advanced coke
batteries gives it a distinct competitive advantage over other
aging cokemaking facilities in North America that are likely to
continue to close due to environmental challenges and rising
costs.
Despite challenging industry conditions in 2020, SunCoke was able
to renew and extend its contracts with key customers AK Steel and
ArcelorMittal USA (now Cleveland-Cliffs Inc. (Ba3 positive)) to
2025 in exchange for a relief on a portion of volumes. The Indiana
Harbor coke supply agreement that expires in October 2023 now
represents the nearest contract maturity. In addition to lower
volumes in 2020-2021, SunCoke had agreed to a combined Haverhill I
and Jewell supply reductions of 870kt in 2022-2025. The company has
recently signed a new 5-year take-or-pay contract with Algoma Steel
to supply 150kt of coke annually from its Haverhill I facility
beginning in 2022, which brought total contracted domestic coke
volumes to about 3.55 million tons in 2022. The remaining 700kt
coke-equivalent capacity is being used to produce met coke for
export and foundry coke for the domestic market, where the company
is gaining market share.
SunCoke generated $278 million in Moody's-adjusted EBITDA, $114
million in free cash flow and reducing gross debt by about $64
million in 2021, outperforming Moody's expectations. Leverage,
measured as Moody's-adjusted Debt/EBITDA ratio, improved to 2.3x at
2021 year-end (2.2x as of March 31, 2022) from 3.3x in 2020.
Moody's anticipates that SunCoke's cokemaking and the logistics
businesses will continue to benefit from the ongoing domestic
merchant and captive foundry and coke plant closures, the recently
extended take-or-pay agreement between the Convent Marine Terminal
and Javelin Global Commodities (UK) Ltd., which includes 4 million
take-or-pay tons in both 2023 and 2024, and the increased
international demand for the US coals and met coke in light of the
Russia-Ukraine military conflict. Moody's expects SunCoke to
maintain its strong operating and financial performance in 2022,
generating adjusted EBITDA in the range of $250-270 million and
free cash flow (after dividend payments) in the range of $70-90
million, which should lead to a substantial repayment of the RCF
borrowings and leverage remaining in the 2.0x-2.3x range.
The positive outlook reflects material improvement in SunCoke's
credit profile and Moody's expectations that continued strong
domestic and international demand for the company's products and
services will support significant free cash flow generation and
additional deleveraging in the next 12-18 months.
As a producer of coke and a supplier of key input ingredient for
the steel industry, SunCoke is exposed to elevated environmental
social and governance risks. SunCoke, like all producers of
carbon-based products is subject to numerous regulations including
environmental laws aimed at reducing greenhouse gas and air
pollution emissions, among a number of other sustainability issues,
and will likely incur costs to meet increasingly stringent
regulations. As of December 31, 2021, the company also had $63.3
million in obligations for coal workers' black lung benefits
related to its legacy coal mining business.
SunCoke's SGL-2 speculative grade liquidity rating reflects its
good liquidity position, supported by $80 million in cash as of
March 31, 2022 and $220 million available under the $350 million
revolving credit facility (unrated). Moody's expect SunCoke to
generate $70-90 million in free cash flow in 2022 with the majority
to be applied towards debt reduction. Moody's expect the company to
remain in compliance with the restrictive financial covenants under
the credit agreement, which include a maximum consolidated leverage
ratio of 4.50x and a minimum consolidated interest coverage ratio
of 2.50x.
The B1 rating on the senior secured notes, pari passu with the
revolving credit facility and on par with the B1 CFR, reflects
their position in the capital structure given the first lien claim
on substantially all of the company's assets and the guarantors'
existing and future assets, with certain exception of non-guarantor
restricted and unrestricted subsidiaries which will include the
company's international subsidiaries and the Indiana Harbor Coke
Company, LP.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade would be considered if the company continues to reduce
gross debt, renews Indiana Harbor coke supply contract on better or
similar terms, establishes a strong position in the domestic
foundry market or is able to export coke on a sustained basis to
supplement, if required, coke sales under the long-term take-or-pay
contracts with domestic steelmakers. Quantitatively, the ratings
could be upgraded if Debt/ EBITDA, as adjusted by Moody's, were
expected to be maintained below 2.5x on a sustained basis.
The ratings could be downgraded if liquidity were to deteriorate or
if Debt/ EBITDA, as adjusted, were expected to exceed and be
sustained above 4.0x.
The principal methodology used in these ratings was Steel published
in November 2021.
SunCoke Energy, Inc. is the largest independent US based producer
of coke, a key ingredient in the production of steel in blast
furnace steel operations. The company owns and operates five
metallurgical coke making facilities in the US, and also operates a
cokemaking facility in Brazil on behalf of ArcelorMittal (Baa3
stable). The company's logistics business comprised of 4 terminals,
provides handling and mixing services to steel, electric utility,
coke and coal producing and other manufacturing companies. The
company generated $1.54 billion in revenues in the LTM ended March
31, 2022.
SUPERIOR PLUS: S&P Affirms 'BB-' ICR on Pro Forma Leverage
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
Superior Plus Corp. and its 'BB-' issue-level rating, with a '4'
recovery rating, on Superior's debt.
S&P said, "The stable outlook reflects our view that the company's
strong track record of integrating acquisitions and rebound in
commercial activity should enable Superior to maintain leverage
below 5.0x on a pro forma basis.
"We believe leverage could spike momentarily above 5x due to the
timing of acquisitions, but on a pro forma basis should remain
within our current rating threshold. Superior Plus Corp.'s adjusted
debt to EBITDA was higher than our previous expectation, trending
at about 4.9x as of year-end 2021. Although we believe
colder-than-normal weather in the first quarter, a rebound in
commercial activity and cash flows from acquisitions should support
higher cash flows in 2022; we project leverage close to 5x in 2022
and 2023 primarily due to the aggressive pace of acquisitions. In
the year-to-date period, the company has announced or completed
about C$500 million of acquisitions, including a midsize
acquisition of Kamps Propane and Kiva Energy Inc. for C$300 million
(acquired on March 23, 2022) and Quarles Petroleum Inc. for C$180
million (which closed on June 1, 2022). Although projected leverage
is close to our downside threshold, EBITDA does not include
full-year contribution from these acquisitions given the seasonal
nature of the company's operations (the majority of revenues is
from October to March). Accordingly, on a pro forma basis, we
believe leverage will remain within our rating threshold averaging
about 4.6x-4.8x over the next two years.
"Further underpinning our affirmation is management's commitment to
stay within its targeted reported leverage of 3.5x-4.0x (a key
difference with our calculation is treatment of US$260 million in
preferred shares as 100% debt under S&P Global Ratings'
adjustments). As of March 31, 2022, the company's leverage was
trending at the high end of its target at about 4.0x and the
company issued equity of about C$288 million (gross proceeds) to
repay a portion of debt outstanding under its credit facility.
Therefore, we believe management will actively manage its capital
structure to ensure leverage remains within its publicly stated
3.5x-4.0x range. While acquisitions are assumed to continue, S&P
Global Ratings' pro forma fully adjusted leverage should remain in
the 4.6x-4.8x range. Our affirmation also reflects a consistent
track record by management in integrating acquisitions and
realizing synergies. Since 2017, the company has made 31
acquisitions, including the midsize acquisition of NGL Energy
Partners L.P.'s retail propane distribution for US$890 million in
2018.
"We project continued positive free cash flow generation but
believe it will largely be used toward acquisitions and dividends.
Based on our projections, we expect the company will continue
generating positive free cash flows averaging about C$250 million
over the next two years. While this provides financial flexibility,
we believe the majority of these cash flows will be used toward
dividends and acquisitions. We expect management will continue to
pay out dividends, in line with its target payout ratio of 40%-60%.
Although we expect only modest acquisitions for the remainder of
2022 given the currently high leverage, we project C$250
million-C$300 million annually on acquisitions as the company
progresses toward its goal of increasing its EBITDA to the C$700
million-C$750 million range by 2026. Based on our estimates, we
believe pro forma EBITDA will increase to about C$500 million by
2023, about a C$100 million increase from 2021 levels. As a result,
we don't estimate any debt reductions over our forecast period but
believe deleveraging will result from EBITDA increases.
"Our business risk assessment reflects the company's leading market
position in Canada and growing market share in the U.S., partially
offset by limited organic growth prospects. Superior has a leading
market position in Canada, with an estimated 40% market share. The
company's growth strategy, however, remains focused on expanding
the company's presence in the U.S., a highly fragmented market with
the top four players accounting for less than 30% of market share.
The company is present predominantly in the Northeastern U.S. but
has an expanding presence in California, given its favorable growth
prospects and as evidenced by the recent Kamps acquisition. We view
the geographical diversification favorably as it helps lower
Superior's earnings sensitivity to volatile weather patterns."
In addition, the company has been able to sustain relatively steady
margins in the past. The majority of its costs are variable (about
70%) and Superior, similar to peers, has limited commodity price
risk because of fixed price contracts with customers and suppliers.
Even in the current inflationary environment, the company has been
able to pass on costs and price increases to customers. S&P expects
Superior's profitability will increase as the company continues to
invest in improving operational efficiencies (such as its digital
platform and installing sensors in tanks) and continues to increase
the proportion of retail propane volumes in its sales mix, which
has a higher unit margin.
Notwithstanding these factors, the company's business risk
assessment remains constrained by Superior's weak pricing power and
limited organic growth prospects due to competition from customers
shifting to alternative suppliers, and to a lesser extent,
alternative fuel sources. That said, the majority of the company's
customers are in remote rural areas where expansion of natural gas
is limited at least in the near-to-medium term due to lack of
infrastructure.
S&P said, "The stable outlook reflects our expectation that the
company's cash flows will continue to grow as Superior integrates
acquisitions and benefits from a rebound in commercial activity
levels. We project leverage will remain high in the 4x area over
our forecast period as the company continues with its acquisitive
strategy and could momentarily even spike above 5x due to the
timing of the acquisitions. However, we believe it will remain in
the 4.6x-4.8x range on a pro forma basis. Underpinning this
assumption is our expectation that Superior will actively manage
its capital structure and maintain its reported leverage within its
publicly stated leverage target of 3.5x-4.0x.
"We could lower the ratings within the next 12 months if we expect
Superior's pro forma adjusted debt-to-EBITDA ratio will increase
above 5x, with limited prospects for improvement shortly
thereafter. We believe this could occur if cash flows deteriorated
due to lower demand from warm winters or competitive pressures
negatively affecting gross margins. We could also lower the ratings
if management pursues more aggressive financial policies or
actions, including predominantly leverage financed acquisitions or
shareholder returns.
"We could raise the ratings if Superior meaningfully increased its
size and scale, as well as reduced its leverage position. This
would most likely occur if the company focused on its capital
structure and funded acquisitions in a balanced manner, such that
it could maintain adjusted debt to EBITDA at or below 3.5x on a
sustained basis."
ESG credit indicators: E-3, S-2, G-2
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Superior, reflecting
increasing risks posed by climate change and greenhouse gas (GHG)
emissions, and the threat these risks pose to the future production
and use of hydrocarbons in the long term. While propane is more
environmentally friendly than other hydrocarbons, Superior
distributes gas by trucks and generates higher GHG emissions
compared to peers using pipelines. The company has implemented
initiatives to reduce scope 1 GHG emissions, which include
upgrading its fleet to a dual-fuel system and installing tank
sensors, which increase delivery efficiency. Although the company
is in the early stages of ESG practices (it published an inaugural
sustainability report in 2020), Superior's safety and governance
practices are aligned with that of the broader industry."
TAMPA SMOKE SHOP: Wins Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized Tampa Smoke Shop, LLC to use cash collateral
on an interim basis in accordance with the budget, retroactive to
May 25, 2022.
Grover Capital, LLC and Independent Funding Group may assert an
interest in the Debtor's cash collateral.
The Debtor is authorized to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the United
States Trustee for quarterly fees; (b) the current and necessary
expenses set forth in the budget, plus an amount not to exceed 10%
for each line item; and (c) additional amounts as may be expressly
approved in writing by the "Creditors".
As adequate protection, the Secured Parties will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as its prepetition lien,
without the need to file or execute any document as may otherwise
be required under applicable non bankruptcy law.
Grover Capital, LLC will immediately release its lien on the
Debtor's funds currently being held in the Debtor's Payroc merchant
account. Upon entry of the Order, Payroc is directed to release
$47,500 of the funds currently being held to Grover Capital, LLC.
Payroc is further directed to release the remainder of the funds to
the Debtor. All funds that are placed into the Payroc merchant
account after the entry of the Order will go directly to the
Debtor.
The Debtor will make monthly payments to Grover Capital, LLC in the
amount of $5,000 commencing on July 15, 2022 (10-day grace period),
and continuing on the 15th day of each month thereafter (10-day
grace period) for the next 60 days.
A continued hearing on cash collateral is scheduled for June 29 at
1:30 p.m.
A copy of the order and the Debtor's six-month budget through
October 2022 is available at https://bit.ly/3OI23Fz from
PacerMonitor.com.
The Debtor projects $80,000 in total income and $39,050 in total
expenses for June 2022.
About Tampa Smoke Shop, LLC
Tampa Smoke Shop, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02105) on May
25, 2022. In the petition filed by Pratikbhai S. Patel, president,
the Debtor disclosed up to $500,000 in assets and up to $1 million
in liabilities.
Judge Caryl E. Delano oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. is the Debtor's
counsel.
TEDESCHI & SONS: Seeks to Hire BransonLaw as Bankruptcy Counsel
---------------------------------------------------------------
Tedeschi & Sons, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to employ BransonLaw, PLLC as
its legal counsel.
Flentke Legal Consulting, PLLC, of counsel and considered to be
part of BransonLaw, PLLC, will also provide legal assistance in the
Debtor's Chapter 11 case.
BransonLaw will render these services:
(a) prosecute and defend any causes of action on behalf of the
Debtor and prepare legal papers;
(b) assist in the formulation of a plan of reorganization; and
(c) provide all other services of a legal nature.
The hourly rates of the firm's counsel and staff range from $200 to
$595.
Prior to the petition date, the Debtor paid BransonLaw a retainer
of $6,506.50 for legal services.
Jeffrey Ainsworth, Esq., an attorney at BransonLaw, 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 through:
Jeffrey Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
Flentke Legal Consulting, PLLC, Of Counsel
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About Tedeschi & Sons
Tedeschi & Sons Inc. -- https://www.tedeschitax.com/ -- is an
expert in all areas of accounting, bookkeeping, consulting,
outsourcing, payroll and business services. It takes care of
clients' tax, accounting and bookkeeping needs.
Tedeschi & Sons filed a petition for relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-02046) on June 8, 2022, listing up to $50,000 in assets and up
to $500,000 in liabilities. Jerrett M. McConnell has been appointed
as Subchapter V trustee.
Judge Tiffany P. Geyer oversees the case.
Jeffrey S. Ainsworth, Esq. at BransonLaw, PLLC is the Debtor's
counsel.
TOMMIE BROADWATER JR: $160K Offer for Accokeek Property Approved
----------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland approved Tommie Broadwater, Jr.'s sale of the
real property located at 17723 Livingston Road, in Accokeek,
Maryland 20607, to Roger E. Cerrato Baltodano for $160,000.
The sale is free and clear of liens, claims, encumbrances, and
interests.
The Contract annexed to the Motion authorized for closing.
The Bankruptcy Court authorized for the HUD-1 those disbursements
from the sale alluded to in the Motion by the Settlement Agent, and
consent appearing from the IRS to the sale by its No Opposition
filing as to the Motion and the Order, namely payment of $8,325 to
the realtors on commission; payment of $7,500 to the counsel for
the Debtor; payment of any real property taxes attributable to the
Debtor by proration from the date of sale; payment of $3,000 to the
United States Trustee (unless altered by a further higher sum) and
$1,500.00 anticipated closing costs, and such net remainder
thereafter going to the undersigned (or by the settlement agent at
closing by check) for disbursement to the Internal Revenue Service
Allowed Unsecured Claim.
The Contract on this Property will close free and clear of any
transfer taxes, recordation or stamp taxes and is excused from such
taxes as it is a sale under a confirmed Amended Plan and the
exemption under 11 U.S.C. Section 1146(a).
The stay provided for by Fed. R. Bankr. P. 6004(h) is waived.
The Debtor will by the counsel upload a Report of Sale attaching
the HUD-1 (closing disclosure post transaction) within 10 days from
the date of the sale closing on the docket therein, provided it has
been received from the settlement agent.
If the Debtor's counsel does not receive confirmation of
disbursement of the required proceeds and settlement sheet or
closing disclosure (ie; HUD-1) within 90 days of the date of entry
of the Order, the authority to sell granted by the Order will
automatically terminate.
Tommie Broadwater, Jr. sought Chapter 11 protection (Bankr. D. Md.
Case No. 18-11460) on Feb. 2, 2018. The Debtor filed Pro Se. The
Court appointed Theodore Meginson and M & M Real Estate Properties,
L.L.C. as Broker. On Dec. 7, 2020, the Court approved the
Debtor's
Amended Disclosure Statement and confirmed the Debtor's Amended
Chapter 11 Plan of Reorganization.
The Court appointed Theodore Megginson and M & M Real Estate
Properties, L.L.C. as Broker.
TOP LINE GRANITE: Wins Court Nod to Use Cash Collateral Thu Aug 18
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Top Line Granite Design Inc. to use cash collateral on a
final basis in the ordinary course of its business to pay all
reasonable expenses necessary to maintain and continue usual
business operations, substantially in accordance with the updated
budget.
The cash use is authorized through the earlier of:
-- the conclusion of the Continued Hearing schedule on the
Motion; or
-- the entry of (i) a further order regarding the use of Cash
Collateral or (ii) an order confirming the Debtor's Chapter 11
plan;
provided that no professional fees will be paid absent separate
Court order approving payment after the filing of fee
applications.
A continued hearing on the Debtor's request is scheduled for August
18, 2022 at 10 a.m.
As adequate protection, lienholders are granted post-petition
replacement liens and security interests in property of the
Debtor's estate, to the extent of valid perfected security
interests as of the Petition Date not subject to avoidance, in an
amount equivalent to the amount of cash collateral expended by the
Debtor, of the same type, in the same nature and to the same extent
as the Lienholders had in such assets pre-petition to the extent
the Lienholders held validly perfected and unavoidable liens and
security interests as of the Petition Date.
The Post-petition Liens will only secure the amount of any
diminution in the value of the Lienholders' prepetition collateral
constituting cash collateral resulting from the Debtor's use
thereof in the operation of the Debtor's business in the
Post-petition Period.
The Post-petition Liens will have the same priority, validity, and
enforceability as the Lienholders' liens on their pre-petition
collateral.
As further adequate protection, to the extent funds are available,
the Debtor is authorized to make monthly adequate protection
payments to the Lienholders.
A copy of the order is available at https://bit.ly/3A50uO7 from
PacerMonitor.com.
About Top Line Granite Design Inc.
Top Line Granite Design Inc. is a manufacturer of cut stone and
stone products. Top Line offers a selections of kitchen granite,
marble and quartz.
Top Line sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Mass. Case No. 22-40216) on March 25, 2022. In the
petition signed by Edmilson Ramos, president, the Debtor disclosed
up to $10 million in assets and up to $50 million in liabilities.
Judge Christopher J. Panos oversees the case.
Alan L. Braunstein, Esq., at Riemer and Braunstein LLP is the
Debtor's counsel.
TRX HOLDCO: Seeks Approval to Hire Kroll LLC as Financial Advisor
-----------------------------------------------------------------
TRX Holdco, LLC and Fitness Anywhere LLC seek approval from the
U.S. Bankruptcy Court for the Central District of California to
hire Kroll, LLC as their financial advisors.
The firm will render these services:
a. assist the Debtors in developing a short-term cash flow
forecasting tool and related methodologies as requested by the
Debtors;
b. assist the Debtors with preparation of financial
information needed for pleadings and other required documents to be
filed in the Debtors’ bankruptcy cases, including execution of
relevant documents and pleadings, reviewing the bankruptcy
petitions and first day motions and related pleadings, providing
declarations in support of first day pleadings and other pleadings
as appropriate, attend and appear on behalf of the Debtors at
bankruptcy hearings and 341 meetings of creditors and related
ancillary bankruptcy matters;
c. assist in the development, along with management and
restructuring professionals, a Plan of Reorganization or asset sale
process with the goal of achieving maximum value for the bankruptcy
estates in an expedited manner;
d. coordinate activities and assist in communication with
outside constituents and advisors, including banks and their
advisors;
e. perform such other related services, including the
providing of Declarations and or testimony as are mutually
agreeable to Kroll and the Debtors.
Kroll has agreed to apply a 25 percent discount to its fees for
this engagement. Taking into account the discount, the hourly
billing rate for James Feltman is $950 and the hourly billing rate
for Scott Lyman is $750.
The firm will be paid at these rates:
Managing Director $950
Director $750
Vice President $625
Senior Associate $495
Analyst $400
Kroll received a retainer in the amount of $100,000.
Kroll is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
James Feltman
Kroll, LLC
55 East 52nd Street
New York, NY 10055
Tel: +1 305-793-6279
Email: James.Feltman@kroll.com
About TRX Holdco
TRX Holdco LLC -- https://www.trxtraining.com/ -- is the maker of
black-and-yellow fitness straps used for bodyweight exercises and
sold in infomercials.
TRX Holdco, LLC and affiliate Fitness Anywhere LLC, d/b/a TRX and
TRX Training, provide sporting and athletic goods. They sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Lead Case No. 22-10948) on June 8, 2022. In the petition
signed by Brent Leffel, chairman of the Board of Managers of TRX
Holdco, LLC, the Debtor disclosed up to $50 million in both assets
and liabilities.
The cases are assigned to Honorable Bankruptcy Judge Scott C
Clarkson.
Ron Bender, Levene, Neale, Bender, Yoo & Golubchik L.L.P., is the
Debtors' counsel.
The Debtors tapped Kroll LLC as financial advisor, and Kroll
Securities, LLC as investment banker. Duane Morris LLP serves as
their special intellectual property counsel. The Law Office of
Michael A. Zuercher, Inc. serves as special corporate counsel.
TRX HOLDCO: Seeks to Hire Kroll Securities as Investment Banker
---------------------------------------------------------------
TRX Holdco, LLC and Fitness Anywhere LLC seek approval from the
U.S. Bankruptcy Court for the Central District of California to
hire Kroll Securities, LLC as their investment banker.
The firm will render these services:
a. support the Debtors in financial modelling, data analysis,
board presentations, materials for investors, etc.;
b. take a lead position in interfacing with key capital
structure constituents (board of directors, lender(s), creditors,
existing equity holders, legal advisors, etc.), including
attendance at board meetings, as requested
(virtually being acceptable), to present or discuss
Restructuring-related matters;
c. prepare a list(s) of potential purchasers or investors and
present it to the Debtors for approval;
d. contact potential purchasers or investors who are approved
by the Debtors to solicit their interest in the Restructuring and
to provide them with the marketing materials under a confidential
disclosure agreement
which has been approved by the Debtors;
e. exert efforts to procure a potential purchaser or investor
at the earliest, reasonably practical date who is ready, willing
and able to consummate a Restructuring on terms satisfactory to the
Debtors;
f. participate in due diligence visits, meetings and
consultations between the Debtors and seriously interested
purchasers or investors and coordinate distribution of marketing
materials to such parties;
g. organize and execute a negotiating process with the
objective of obtaining the best transaction valuation and terms;
h. assist the Debtors with evaluating offers and indications
of interest;
i. assist the Debtors in negotiating agreements and definitive
contracts; and
j. attend auctions and, to the extent required, provide
affidavits in support, in any U.S. Bankruptcy Court with respect to
any matters in connection with or arising out of the Retention
Agreement.
In the event of a sale, Kroll's fee shall equal to $700,000 plus 6
percent of the consideration greater than $25,000,000 but less than
or equal to $40,000,000, and 12 percent of the consideration
greater than $40,000,000.
The Debtors shall reimburse Kroll for its reasonable out-of-pocket
and incidental expenses.
Kroll does not hold or represent any interest materially adverse to
the Debtors or their estates, and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Joshua Benn
Kroll Securities, LLC
55 East 52nd Street, 17th Floor
New York, NY 06830
Tel: (212) 450-2840
Email: Joshua.Benn@kroll.com
About TRX Holdco
TRX Holdco LLC -- https://www.trxtraining.com/ -- is the maker of
black-and-yellow fitness straps used for bodyweight exercises and
sold in infomercials.
TRX Holdco, LLC and affiliate Fitness Anywhere LLC, d/b/a TRX and
TRX Training, provide sporting and athletic goods. They sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Lead Case No. 22-10948) on June 8, 2022. In the petition
signed by Brent Leffel, chairman of the Board of Managers of TRX
Holdco, LLC, the Debtor disclosed up to $50 million in both assets
and liabilities.
The cases are assigned to Honorable Bankruptcy Judge Scott C
Clarkson.
Ron Bender, Levene, Neale, Bender, Yoo & Golubchik L.L.P., is the
Debtors' counsel.
The Debtors tapped Kroll LLC as financial advisor, and Kroll
Securities, LLC as investment banker. Duane Morris LLP serves as
their special intellectual property counsel. The Law Office of
Michael A. Zuercher, Inc. serves as special corporate counsel.
TRX HOLDCO: Seeks to Hire Levene as Bankruptcy Counsel
------------------------------------------------------
TRX Holdco, LLC and Fitness Anywhere, LLC seek approval from the
U.S. Bankruptcy Court for the Central District of California to
hire Levene, Neale, Bender, Yoo & Golubchik, LLP as their
bankruptcy counsel.
The firm's services include:
a. advising the Debtors with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee as they pertain to the Debtors;
b. advising the Debtors with regard to certain rights and
remedies of their bankruptcy estates and the rights, claims and
interests of creditors;
c. representing the Debtors in any proceeding or hearing in
the Bankruptcy Court involving their estates unless the Debtors are
represented in such proceeding or hearing by other special
counsel;
d. conducting examinations of witnesses, claimants or adverse
parties and representing the Debtors in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of LNBYG's expertise or which is beyond LNBYG's
staffing capabilities;
e. preparing and assisting the Debtors in the preparation of
reports, applications, pleadings and orders including, but not
limited to, applications to employ professionals, interim
statements and operating reports, initial filing requirements,
schedules and statement of financial affairs, lease pleadings, cash
collateral pleadings, financing pleadings, and pleadings with
respect to the Debtors' use, sale or lease of property outside the
ordinary course of business;
f. representing the Debtors with regard to obtaining use of
debtor in possession financing and/or cash collateral including,
but not limited to, negotiating and seeking Bankruptcy Court
approval of any debtor in possession financing and/or cash
collateral pleading or stipulation and preparing any pleadings
relating to obtaining use of debtor in possession financing and/or
cash collateral;
g. assisting the Debtors in any asset sale process;
h. assisting the Debtors in the negotiation, formulation,
preparation and confirmation of a plan of reorganization and the
preparation and approval of a disclosure statement in respect of
the plan; and
i. performing any other services which may be appropriate in
LNBYG's representation of the Debtors during their bankruptcy
cases.
Ron Bender, Esq., Krikor Meshefejian, Esq. and Lindsey Smith, Esq.,
the primary attorneys who will be providing the services, will
charge $650 per hour, $620 per hour and $550 per hour,
respectively.
Ron Bender, Esq. disclosed in court filings that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Ron Bender, Esq.
Levene, Neale, Bender, Yoo & Golubchik, LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: rb@lnbyg.com
About TRX Holdco
TRX Holdco LLC -- https://www.trxtraining.com/ -- is the maker of
black-and-yellow fitness straps used for bodyweight exercises and
sold in infomercials.
TRX Holdco, LLC and affiliate Fitness Anywhere LLC, d/b/a TRX and
TRX Training, provide sporting and athletic goods. They sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Lead Case No. 22-10948) on June 8, 2022. In the petition
signed by Brent Leffel, chairman of the Board of Managers of TRX
Holdco, LLC, the Debtor disclosed up to $50 million in both assets
and liabilities.
The cases are assigned to Honorable Bankruptcy Judge Scott C
Clarkson.
Ron Bender, Levene, Neale, Bender, Yoo & Golubchik L.L.P., is the
Debtors' counsel.
The Debtors tapped Kroll LLC as financial advisor, and Kroll
Securities, LLC as investment banker. Duane Morris LLP serves as
their special intellectual property counsel. The Law Office of
Michael A. Zuercher, Inc. serves as special corporate counsel.
TRX HOLDCO: Seeks to Hire Michael A. Zuercher as Corporate Counsel
------------------------------------------------------------------
TRX Holdco, LLC and Fitness Anywhere, LLC seek approval from the
U.S. Bankruptcy Court for the Central District of California to
hire the Law Office of Michael A. Zuercher, Inc. as their special
corporate counsel.
The firm's services include:
-- board/investor governance and communications, including
corporate secretarial and investor relations;
-- equity and debt financing matters and M&A, including
negotiation and drafting of term sheets/LOIs, leading and
coordinating due diligence (legal and business), working with
bankers, counsel and management to execute/close transactions;
-- commercial and licensing transactions, including sales,
corporate partnerships, real estate leases, vendor/supplier
arrangements and international distribution agreements;
-- oversight of IP matters, working with IP counsel to manage
patent, trademark and brand enforcement matters, particularly
across Amazon and other ecommerce platforms for TRX;
-- employment and compensation matters, including drafting and
negotiation of employment, consulting, and severance arrangements,
and management of equity incentive plans;
-- risk management/insurance, including working with brokers to
ensure appropriate coverages; and
-- partner with outside counsel for litigation and transactions
requiring outside expertise or necessary resources.
The firm will charge $500 per hour for its services.
Michael A. Zuercher does not hold or represent any interest
materially adverse to the Debtors or the estates with respect to
the matters for which it is to be employed, according to court
filings.
The firm can be reached through:
Michael A. Zuercher, Esq.
Law Office of Michael A. Zuercher, Inc.
4105 Via Largavista
Palos Verdes Estates, CA 90274
Tel: 310-373-5771
Phone: 424-247-3990
Email: mikezuercher@yahoo.com
About TRX Holdco
TRX Holdco LLC -- https://www.trxtraining.com/ -- is the maker of
black-and-yellow fitness straps used for bodyweight exercises and
sold in infomercials.
TRX Holdco, LLC and affiliate Fitness Anywhere LLC, d/b/a TRX and
TRX Training, provide sporting and athletic goods. They sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Lead Case No. 22-10948) on June 8, 2022. In the petition
signed by Brent Leffel, chairman of the Board of Managers of TRX
Holdco, LLC, the Debtor disclosed up to $50 million in both assets
and liabilities.
The cases are assigned to Honorable Bankruptcy Judge Scott C
Clarkson.
Ron Bender, Levene, Neale, Bender, Yoo & Golubchik L.L.P., is the
Debtors' counsel.
The Debtors tapped Kroll LLC as financial advisor, and Kroll
Securities, LLC as investment banker. Duane Morris LLP serves as
their special intellectual property counsel. The Law Office of
Michael A. Zuercher, Inc. serves as special corporate counsel.
TRX HOLDCO: Taps Duane Morris as Special IP Counsel
---------------------------------------------------
TRX Holdco, LLC and Fitness Anywhere, LLC seek approval from the
U.S. Bankruptcy Court for the Central District of California to
hire Duane Morris, LLP as their special intellectual property
counsel.
The firm will provide legal services related to the Debtors' IP,
including but not limited to general IP advice, patent and
trademark prosecution, brand enforcement, IP litigation, management
of foreign IP counsel, and maintenance of IP assets.
The two primary attorneys at DM that will be handling the Debtors'
legal IP issues are Alain Villeneuve, Esq. and John E. Munro, Esq.
Mr. Villenueve's hourly billing rate is $725. Mr. Munro’s hourly
billing rate is $720.
The firm is seeking payment of a $50,000 post-petition evergreen
retainer.
Alain Villenueve, Esq., a partner of Duane Morris, assured the
court that the firm does not hold or represent any interest adverse
to the Debtors or their estates.
The firm can be reached through:
Alain Villenueve, Esq.,
Duane Morris LLP
Pioneer Building
600 1st Avenue
Seattle, WA 98104
Phone: +1 312 499 6739
Fax: +1 312 277 3967
Email: AVilleneuve@duanemorris.com
About TRX Holdco
TRX Holdco LLC -- https://www.trxtraining.com/ -- is the maker of
black-and-yellow fitness straps used for bodyweight exercises and
sold in infomercials.
TRX Holdco, LLC and affiliate Fitness Anywhere LLC, d/b/a TRX and
TRX Training, provide sporting and athletic goods. They sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Lead Case No. 22-10948) on June 8, 2022. In the petition
signed by Brent Leffel, chairman of the Board of Managers of TRX
Holdco, LLC, the Debtor disclosed up to $50 million in both assets
and liabilities.
The cases are assigned to Honorable Bankruptcy Judge Scott C
Clarkson.
Ron Bender, Levene, Neale, Bender, Yoo & Golubchik L.L.P., is the
Debtors' counsel.
The Debtors tapped Kroll LLC as financial advisor, and Kroll
Securities, LLC as investment banker. Duane Morris LLP serves as
their special intellectual property counsel. The Law Office of
Michael A. Zuercher, Inc. serves as special corporate counsel.
UDP LABS: Sets Bidding Procedures for Substantially All Assets
--------------------------------------------------------------
UDP Labs, Inc., seeks approval from the U.S. Bankruptcy Court for
the Northern District of California of bidding procedures in
connection with the sale of its right, title and interest in
substantially all of its assets, free and clear of all liens,
claims, encumbrances, and interests.
The Debtor will submit and present testimony and evidence, as
necessary, demonstrating that the Debtor either (1) owns its
Intellectual Property outright and can sell it subject to the claim
of Sleep Number Corp., or (2) may sell the Intellectual Property
free and clear of Sleep Number's interest (under section 363(f)(4)
or Sleep Number's co-ownership rights (under section 363(h)).
Through Sleep Number Corporation v. Steven Jay Young; Carl Hewitt;
UDP Labs, Inc., a Delaware Corporation (the "Contract Action"), now
pending as case number 20-cv-1507-NEB-ECW in the U.S. District
Court for the District of Minnesota, Sleep Number alleges that it
is the sole owner certain portions of the Debtor's overall
intellectual property portfolio, describing them as the
"Inventions-at-Issue." Sleep Number contends that the Founders
assigned their personal rights in this property pursuant to
Consulting Agreements they entered into with Sleep Number. No
evidence or legal theory, however, has been submitted by Sleep
Number in the Contract Action that could establish that UDP or any
of the other inventors assigned any of their rights in the patent
applications to Sleep Number.
The Contract Action has taken a significant financial toll on the
Debtor, an eight-person startup at its peak growth, and the
Founders, Mr. Young and Mr. Hewitt. The ongoing litigation made it
difficult for the Debtor to raise funds, and diverted resources
from research, development, and operations. It was increasingly
difficult for the Debtor to meet its debts and other obligations.
Its employees started taking half salary in early 2021 and they
have since been terminated. By the time the decision to file for
Chapter 11 protection was made, the Debtor had used up its
reserves.
Under the circumstances, it is essential that the Debtor’s assets
-- the value of which is almost exclusively tied up in its
Intellectual Property -- be sold immediately. The Intellectual
Property is comprised not only of UDP’s patent applications, but
also of software and algorithms subject to copyright, data sets,
drawings, and prototypes that together form a suite of materials
UDP believes have significant value to health care and medical
device companies and investors. The early-stage nature of these
assets, however, all but requires that UDP’s former employees
agree to work with the purchaser to realize their value. If a sale
is not accomplished in the very short term, those employees, many
of whom are awaiting the outcome of the Motion, will be forced to
find employment elsewhere. The value of the Intellectual Property
will fall precipitously.
Sleep Number's alleged interest in the Intellectual Property -- if
any -- will have to be determined eventually; however, that
determination should not delay the Sale, the value of which will be
significantly reduced by delay. Selling the Intellectual Property
before the value of the business is completely destroyed is the
only way to preserve the hope of any recovery for creditors. If
the sale process generates funds for the estate, further
proceedings to determine the value of Sleep Number's interest in
the Intellectual Property (if any) may thereafter proceed.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: July [ ], 2022 at 11:59 p.m. (PT), subject
to extension
b. Initial Bid: Qualified Bids must satisfy various conditions
set forth in detail in the Bidding Procedures and including, among
other things (a) delivering an executed and irrevocable agreement
and a Marked Agreement; (b) using a form of agreement that does not
contain due diligence or financing conditions; (c) providing a good
faith deposit and various additional disclosures.
c. Stalking Horse Propection: The Debtor, in its discretion,
may enter an agreement subject to higher and better bids which will
serve as the Stalking Horse Agreement. The Debtor may seek
approval at the Sale Hearing (or any time before) of a break-up fee
and expense reimbursement for any Stalking Horse Agreement
(provided the prospective purchaser is not an insider of the
Debtor).
d. Auction: July [ ], 2022 at [ ] [ ].m. (PT)
e. Sale Hearing: [ ], 2022 at [ ] [ ].m. (PT)
f. Back-Up Bidders: If more than one Qualified Bid is
received, the Debtor will seek approval of both the Successful Bid
and the Back-Up Bid, which will remain open for up to 30 days after
the conclusion of the Auction.
The Bidding Procedures reflect the Debtor's sound business
judgment. The Debtor believes that its ability to select the
highest and best bidder at an auction enhances and benefits the
marketing process by providing a motivation for bidders to submit a
qualified bid with a high market value.
About UDP Labs
UDP Labs Inc., a biometric monitoring start-up company in Los
Gastos, Calif., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-50439) on May 20,
2022. In the petition filed by Carl Hewitt, chief technology
officer, the Debtor listed total assets of $4,096,000 and total
debt of $4,681,663.
Judge Stephen L. Johnson oversees the case.
Keller & Benvenutti, LLP and Goodwin Procter LLP serve as the
Debtor's bankruptcy counsel and special litigation counsel,
respectively.
VBI VACCINES: All Three Proposals Passed at Annual Meeting
----------------------------------------------------------
VBI Vaccines Inc. held its 2022 Annual General Meeting of
Shareholders on June 22, 2022, at which the stockholders:
(1) set the number of directors of the Company at eight;
(2) elected Steven Gillis, Linda Bain, Jeffery R. Baxter, Damian
Braga, Joanne Cordeiro, Michel De Wilde, Blaine H. McKee, and
Christopher McNulty as directors to serve until the next annual
meeting of shareholders and until his or her successor has been
elected and qualified, or until his or her earlier death,
resignation, or removal; and
(3) approved the appointment of EisnerAmper LLP as the
independent registered public accounting firm of the Company until
the next annual meeting of shareholders and authorized the Audit
Committee to fix EisnerAmper LLP's remuneration.
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles ("VLPs"), including a proprietary enveloped
VLP ("eVLP") platform technology, VBI develops vaccine candidates
that mimic the natural presentation of viruses, designed to elicit
the innate power of the human immune system. VBI is committed to
targeting and overcoming significant infectious diseases, including
hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as
aggressive cancers including glioblastoma (GBM). VBI is
headquartered in Cambridge, Massachusetts, with research operations
in Ottawa, Canada, and a research and manufacturing site in
Rehovot, Israel.
VBI Vaccines reported a net loss of $69.75 million for the year
ended Dec. 31, 2021, compared to a net loss of $46.23 million for
the year ended Dec. 31, 2020. As of March 31, 2022, the Company
had $194.01 million in total assets, $33.99 million in total
current liabilities, $30.45 million in total non-current
liabilities, and $129.56 million in total stockholders' equity.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated March 7, 2022, citing that the Company has an accumulated
deficit as of Dec. 31, 2021 and cash outflows from operating
activities for the year-ended Dec. 31, 2021 and, as such, will
require significant additional funds to conduct clinical and
non-clinical trials, achieve regulatory approvals, and subject to
such approvals, commercially launch its products. These factors
raise substantial doubt about its ability to continue as a going
concern.
VERTEX ENERGY: Amends Registration Rights Agreement
---------------------------------------------------
As previously disclosed in the Current Report on Form 8-K filed by
Vertex Energy, Inc. with the Securities and Exchange Commission on
May 27, 2022, the Company and the holders of warrants to purchase
2,750,000 shares of the Company's common stock with an exercise
price of $4.50 per share and 250,000 shares of the Company's common
stock with an exercise price of $9.25 per share, which Lender
Warrants were granted to certain funds and accounts under
management by BlackRock Financial Management, Inc. or its
affiliates, certain funds managed or advised by Whitebox Advisors,
LLC, and certain funds managed by Highbridge Capital Management,
LLC, Chambers Energy Capital IV, LP, CrowdOut Capital LLC, and
CrowdOut Credit Opportunities Fund LLC, entered into a First
Amended and Restated Registration Rights Agreement dated May 26,
2022.
On June 15, 2022, the Company and the Warrant Holders entered into
an Amendment No. 1 to the First Amended and Restated Registration
Rights Agreement, which amended the required filing date of the
initial registration statement that the Company is required to use
commercially reasonable efforts to file pursuant to the terms of
the Registration Rights Agreement, to register the resale of the
shares of common stock underlying the Lender Warrants, from no
later than June 15, 2022, to on July 1, 2022, or, if the Company is
then ineligible to file a registration statement on such date, to
require the Company to use commercially reasonable efforts to cause
such registration statement to be declared effective under the
Securities Act of 1933, as amended, as promptly as reasonably
practicable after the initial filing thereof (including, if then a
"well-known seasoned issuer" by filing such registration statement
as an automatically effective shelf registration statement). The
Amendment also included various representations from the Company
regarding its satisfaction of the requirements for being a WKSI.
About Vertex Energy
Houston-based Vertex Energy, Inc. is an energy transition company
focused on the production and distribution of conventional and
alternative fuels. Vertex owns a refinery in Mobile (AL) with an
operable refining capacity of 75,000 barrels per day and more than
3.2 million barrels of product storage, positioning it as a leading
supplier of fuels in the region. Vertex is also a processor of
used motor oil, with operations located in Houston and Port Arthur
(TX), Marrero (LA), and Columbus (OH). Vertex also owns a
facility, Myrtle Grove, located on a 41-acre industrial complex
along the Gulf Coast in Belle Chasse, LA, with existing
hydroprocessing and plant infrastructure assets, that include nine
million gallons of storage.
Vertex Energy reported a net loss of $7.66 million for the year
ended Dec. 31, 2021, a net loss of $11.40 million for the year
ended Dec. 31, 2020, and a net loss of $5.49 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $266.06
million in total assets, $192.55 million in total liabilities,
$43.45 million in total temporary equity, and $30.07 million in
total equity.
VISTAGEN THERAPEUTICS: Terminates President, CSO
------------------------------------------------
VistaGen Therapeutics, Inc. terminated the employment of H. Ralph
Snodgrass, Ph.D., who served as the company's president and chief
scientific officer, effective June 15, 2022, according to a Form
8-K filed by the company with the Securities and Exchange
Commission.
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics
-- http://www.vistagen.com-- is a biopharmaceutical company
committed to developing and commercializing innovative medicines
with the potential to go beyond the current standard of care for
anxiety, depression, and other CNS disorders.
VistaGen reported a net loss and comprehensive loss of $17.93
million for the fiscal year ended March 31, 2021, a net loss and
comprehensive loss of $20.77 million for the year ended March 31,
2020, and a net loss and comprehensive loss of $24.59 million for
the year ended March 31, 2019. As of Dec. 31, 2021, the Company
had $90.54 million in total assets, $10.56 million in total
liabilities, and $79.98 million in total stockholders' equity.
VS DEVELOPING: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: VS Developing LLC
4415 Priest Point Dr NW
Tulalip, WA 98271-6814
Business Description: VS Developing is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
The Debtor owns the real property located at
4415 Priest Point Dr, NW, Tulalip, WA,
valued at $1.4 million.
Chapter 11 Petition Date: June 27, 2022
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 22-11041
Judge: Hon. Christopher M. Alston
Debtor's Counsel: Benjamin Ellison, Esq.
SALISH SEA LEGAL PLLC
2212 Queen Anne Ave N., No. 719
Seattle, WA 98109
Tel: 206-257-9547
E-mail: salishsealegal@outlook.com
Total Assets: $1,400,000
Total Liabilities: $2,289,766
The petition was signed by Valentin Stelmakh as managing member.
The Debtor listed Snohomish County as its only unsecured creditor
holding a claim of $33,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QEH4KFQ/VS_Developing_LLC__wawbke-22-11041__0001.0.pdf?mcid=tGE4TAMA
WEYERBACHER BREWING: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Weyerbacher Brewing Co., Inc.
905 Line Street
Suite G
Easton, PA 18042
Business Description: Weyerbacher Brewing Company is a brewery in
Easton, Pennsylvania.
Chapter 11 Petition Date: June 27, 2022
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Case No.: 22-11665
Judge: Hon. Patricia M. Mayer
Debtor's Counsel: Albert A. Ciardi III, Esq.
CIARDI CIARDI & ASTIN
1905 Spruce Street
Philadelphia, PA 19103
Tel: 215-557-3550
Email: aciardi@ciardilaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel Weirback 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/CE737PQ/Weyerbacher_Brewing_Company_Inc__paebke-22-11665__0001.0.pdf?mcid=tGE4TAMA
WEYERBACHER BREWING: Seeks Cash Collateral Access Thru July 11
--------------------------------------------------------------
Weyerbacher Brewing Company, Inc. asks the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania for authority to use cash
collateral and provide adequate protection from June 27 to July 11,
2022.
Weyerbacher Brewing argues the continued use of cash collateral
will allow the Debtor to continue operating, continue serving its
customers, and continue paying its employees so that the Debtor can
continue with the proposed reorganization and proposing a plan to
satisfy the claims of creditors.
Prior to the Debtor's 2019 bankruptcy case, Branch Banking & Trust
provided several Small Business Administration guaranteed loans to
the Debtor and claimed a first position lien on all of the Debtor's
assets as well as a consequent interest in the Debtor's continued
use of cash collateral. The Debtor and BB&T agreed to certain terms
under the 2019 Plan, subsequently entered into two further
settlement agreements to address alleged defaults of the agreed
upon terms, and, on January 10, 2022, a judgment was entered
against the Debtor and in favor of Truist Bank f/k/a Branch Banking
& Trust Company in the amount of $1,490,000.
As of the date of the filing of the Motion, the Debtor submits
Truist is owed approximately $1,490,000 on account of the loans it
made to the Debtor.
Similarly, prior to the Debtor's 2019 Bankruptcy Case, Midtown
Resources, LLC provided approximately $500,000 across four loans to
the Debtor that were secured by a junior lien on the Debtor's
assets. The Debtor and Midtown agreed to certain terms under the
2019 Plan and subsequently entered into a settlement agreement to
modify certain of those terms and provide for the assignment of the
Midtown claims to Change Capital Holdings, LLC. As of the date of
the filing of the Motion, the Debtor submits Change Capital is owed
approximately $566,945 on account of the Midtown pre-petition debt
(from the 2019 Bankruptcy Case), the May 20, 2019 Debtor in
Possession financing provided pursuant to this Court's Final Order
dated July 11, 2019 (2019 Bankruptcy Case Docket No. Ill); and the
loan made to the Debtor on or about November 4, 2019.
The Debtor is also aware of a judgment in the approximate amount of
$50,000 held by the Pennsylvania Department of Revenue related to
its Sales, Use and Hotel Occupancy Tax License Number 48-36084-5.
Similarly, the Debtor is aware of the following amounts owed to the
Internal Revenue Service: (1) Form 945 assessment in the amount of
$145,940 for backup withholding in 2017 -- a tax the Debtor takes
the position it is not subject to and remains disputed; and (2)
Form 941 assessment in the amount of $178,000 that includes an
obligation of $28,000 carried over from the 2019 Bankruptcy Case
and approximately $150,000 related to the 2nd quarter of 2019
through the 4th quarter of 2020.
As of the Petition Date, the Debtor employed 23 employees. In the
ordinary course of business, the Debtor issues payroll checks on a
bi-weekly basis, totaling approximately $31,887 in gross wages per
pay period.
The Debtor's next payroll is scheduled to occur on July 8, 2022. As
of the Petition Date, the Debtor estimates it owes its employees
approximately $15,943 in unpaid, gross wages accruing from June 20
through June 27, 2022 owed by the Debtor to the Employees.
The Debtor seeks authority to pay Unpaid Compensation accruing from
June 20 through June 27, 2022. The Debtor does not believe the
Unpaid Compensation payable to any one employee exceeds $10,950. No
officer or shareholder will receive unpaid pre-petition
compensation but will be paid for post-petition services.
The Debtor proposes to provide adequate protection to the Lenders,
and any other party asserting a lien on cash or accounts, in the
form of a replacement lien of the same extent, priority and
validity as existed pre-petition.
A copy of the motion is available at https://bit.ly/3njGGPs from
PacerMonitor.com.
About Weyerbacher Brewing Co.
Weyerbacher Brewing Company, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-11665) on
June 27, 2022.
In the petition signed by Daniel Weirback, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Albert A. Ciardi III, Esq., at Ciardi Ciardi & Astin, P.C., is the
Debtor's counsel.
WHITE RABBIT: Wins Cash Collateral Access Thru July 31
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington at
Vancouver authorized White Rabbit Ventures, Inc., dba Matrix
Roofing, and Home Solutions dba Matrix Roof+Home to use cash
collateral on a further interim basis in accordance with the budget
through July 31, 2022.
The U.S. Small Business Administration is granted a replacement
lien in the Debtor's postpetition assets, to the same extent,
validity, and priority it had in the Debtor's prepetition assets,
excluding any security interests in avoidance actions pursuant to
Sections 506(c), 544, 545, 547, 548, and 549 of the Bankruptcy
Code, and without prejudice to the ability of the Debtor or its
creditors to contest the amount, validity and priority of the
replacement lien.
A continued hearing on the matter is scheduled July 28 at 9 p.m. by
telephone.
A copy of the order and the Debtor's budget for July 2022 is
available at https://bit.ly/3NwymGC from PacerMonitor.com.
The Debtor projects $270,322 in total expenses, including $124,985
in cost of goods and $85,000 in payroll.
About White Rabbit Ventures, Inc.
White Rabbit Ventures, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40173) on
February 14, 2022. In the petition signed by Wendy J. Marvin, chief
executive officer, the Debtor disclosed up to $1 million in assets
and up to $10 million in liabilities.
Judge Mary Jo Heston oversees the case.
Geoffrey Groshong, Esq., at Groshong Law PLLC is the Debtor's
counsel.
YOUNGEVITY INTERNATIONAL: Reports $5.4M Net Loss for Q3 2020
------------------------------------------------------------
Youngevity International, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing
a net loss attributable to common stockholders of $5.43 million on
$34 million of revenues for the three months ended Sept. 30, 2020,
compared to a net loss attributable to common stockholders of $7.96
million on $33.38 million of revenues for the three months ended
Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss attributable to common stockholders of $16.51 million on
$102.53 million of revenues compared to a net loss attributable to
common stockholders of $20.55 million on $112.79 million of
revenues for the same period in 2019.
As of Sept. 30, 2020, the Company had $85.56 million in total
assets, $68.74 million in total liabilities, and $16.81 million in
total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001569329/000185173422000337/yii20200930_10q.htm
About Youngevity
Chula Vista, California-based Youngevity International, Inc. --
https://ygyi.com -- is a multi-channel lifestyle company operating
in three distinct business segments including a commercial coffee
enterprise, a commercial hemp enterprise, and a direct marketing
enterprise. The Company features a multi country selling network
and has assembled a virtual Main Street of products and services
under one corporate entity, The Company offers products from the
six top selling retail categories: health/nutrition, home/family,
food/beverage (including coffee), spa/beauty, apparel/jewelry, as
well as innovative services.
Youngevity reported a net loss attributable to common stockholders
of $52.67 million for the year ended Dec. 31, 2019, compared to a
net loss attributable to common stockholders of $23.50 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$89.69 million in total assets, $59.52 million in total
liabilities, and $30.17 million in total stockholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2020, issued a "going concern" qualification in its report dated
June 24, 2021, 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.
ZACHAIR LTD: Sandy Spring Bank Files Competing Sale Plan
--------------------------------------------------------
Sandy Spring Bank ("SSB") filed with the U.S. Bankruptcy Court for
the District of Maryland a Plan of Reorganization (the "SSB Plan")
and a corresponding Disclosure Statement for debtor Zachair, Ltd.
Dated June 27, 2022.
The SSB Plan is filed as an alternative to the 2nd Amended Plan of
Reorganization (the "Debtor Plan") filed by the Debtor.
The Debtor filed its Chapter 11 case on January 17, 2020 and has
been operating in Chapter 11 for almost two and a half years while
engaging in ongoing efforts to sell the real estate comprising its
principal assets. The NVR Contract currently relied upon as the
source of funding for the Debtor Plan essentially provides the
proposed purchaser NVR, Inc. with up to fifteen months from a
proposed Court approval of the Debtor Plan within which to
determine whether or not it will close under the proposed
contract.
Under the Debtor's proposed 2nd Amended Plan, the Debtor proposes
that claims and interests will be paid from proceeds of sale of the
Debtor's Property under the NVR Contract. From SSB's perspective,
the NVR Contract is little more than an approximately 18-month
option contract. Neither the initial deposit of $500,000, nor the
supplemental $250,000 extension fee under the NVR Contract will be
sufficient to overcome additional accruals.
The SSB Plan also contemplates a sale of the Debtor's Property.
However, rather than a multi-year process that permits a
prospective purchaser to seek enhanced entitlements, the SSB Plan
contemplates engaging a Plan Trustee to conduct an immediate
marketing and sale of the Property. Under the SSB Plan, it is
anticipated that a Plan Trustee will promptly commence marketing of
the Property for a non-contingent, as-is, as zoned, but not
entitled value.
It is hoped that a marketing of the property in "as-is" condition
would result in a sale that would provide for closing in not more
than six months. SSB acknowledges that the sale price of the
Property without any entitlements will be less than the maximum
value potentially recoverable under the NVR Contract. SSB believes
that the certainty of a prompt sale and the curtailment of
additional accruals of secured debt, taxes and administrative
expenses, combine to make this approach more desirable and
beneficial to the potential payment of claims in this case,
particularly in the current difficult and unstable macroeconomic
conditions.
SSB proposes to have the Plan Trustee sell the entirety of the
Property to one or more purchasers upon a marketing and sales
process to be managed exclusively by the Plan Trustee. Payment of
Allowed claims, fees and expenses shall be made within 30 days of
the closing under any such contract(s). All property sold or
transferred under the SSB Plan will be sold free and clear of liens
and interests, provided creditors whose Claims are secured by the
Debtor's property receive the treatment provided under the Plan for
such Secured Claims.
In addition to the filed proofs of claim, numerous liquidated,
undisputed, noncontingent unsecured claims were Scheduled by the
Debtor on its schedules of assets and liabilities, filed with the
Court under Bankruptcy Rule 1007(d). The deadline for the filing
nongovernmental proofs of claim was May 26, 2020, and the Debtor
estimates that the amount of its general unsecured claims is not
less than $4,980,762.24, including the claim of PD Hyde Field as
approved by the Court.
Class 1 consists of the SSB Secured Claim. SSB shall retain its
lien against the Debtor's Property until such time as all or any
portion of the Property is sold and conveyed by the Plan Trustee.
Sale of the entirety of the Property by the Plan Trustee is
contemplated under the terms of this Plan. Such sale(s) will be
made free and clear of SSB's lien, with SSB's lien attaching to the
proceeds of such sale(s). The holder of the SSB Secured Claim shall
paid in full from proceeds of such sale(s) within thirty days after
closing under contract(s) for sale.
Class 2 consists of the SSB DIP Loan Claim. SSB shall retain its
lien against the Debtor's Property until such time as all or any
portion of the Property is sold and conveyed by the Plan Trustee.
Sale of the entirety of the Property by the Plan Trustee is
contemplated under the terms of this Plan. Such sale(s) will be
made free and clear of SSB's lien, with SSB's lien attaching to the
proceeds of such sale(s). The holder of the SSB DIP Loan Claim
shall paid in full from proceeds of such sale(s) within thirty days
after closing under contract(s) for sale.
Class 8 consists of all General Unsecured Claims. Except to the
extent that a holder of a General Unsecured Claim agrees to a
different treatment, each holder of a General Unsecured Claim shall
receive, in full satisfaction, settlement, release and discharge
of, and in exchange for such Claim (i) its pro rata share of the
residual balance of net proceeds received upon closing under any
contract(s) for sale of the Property by the Plan Trustee, after
payment of Secured Claims, Administrative Expense Claims,
Professional Fee Claims and Priority Claims.
To the extent the Plan Trustee is authorized to reserve funds for
payment of any claim(s) or expense(s), or to the extent the Plan
Trustee generates additional funds from avoidance actions or any
other settlement of such claim(s) or right(s), a final and
supplemental distribution shall be made, pro-rata, to the holders
of Allowed Class 8 Claims upon the Plan Trustee's completion of
administration of this estate. To the extent funds available for
distribution are sufficient to permit, Class 8 claims will be paid,
with interest calculated at a rate of 6% per annum, from the
Petition Date through the date of payment.
Class 9 consists of all Equity Interests. Holders of Class 9 Equity
Interests shall receive no distributions under the Plan on account
of their Equity Interests, unless there is a surplus from the sale
of the Property after payment of all Claims, which SSB believes to
be highly unlikely. Class 9 is impaired by the Plan and deemed to
reject the Plan and, consequently, is not entitled to vote to
accept or reject the Plan.
SSB proposes to have the Plan Trustee sell the entirety of the
Property to one or more purchasers upon a marketing and sales
process to be managed exclusively by the Plan Trustee. Payment of
Allowed claims, fees and expenses shall be made from proceeds of
sale within 30 days of the closing under any such contract(s).
A full-text copy of SSB's Disclosure Statement dated June 27, 2022,
is available at https://bit.ly/3AaNWoc from PacerMonitor.com at no
charge.
Counsel for Sandy Spring Bank:
Bruce W. Henry, VSB #23951
Kevin M. O'Donnell, VSB #30086
HENRY & O'DONNELL, P.C.
300 N. Washington Street
Suite 204
Alexandria, Virginia 22314
(703)548-2100
About Zachair Ltd.
Clinton, Md.-based Zachair, Ltd. was formed by Dr. Nabil Asterbadi
to acquire Hyde Field, an airport for commercial and general
aviation. Hyde Field is located near Andrews Air Force Base,
National Harbor, Downtown Washington DC, and nearby Northern
Virginia. It offers a 3000' lighted runway with a day and night
instrument approach. For more information, visit
http://www.hydefield.com/
Zachair filed a Chapter 11 petition (Bankr. D. Md. Case No.
20-10691) on Jan. 17, 2020. In the petition signed by Zachair
President Nabil J. Asterbadi, the Debtor was estimated to have $10
million to $50 million in assets and $1 million to $10 million in
liabilities.
Judge Thomas J. Catliota oversees the case.
Whiteford Taylor & Preston, LLP, is the Debtor's legal counsel. CC
Services Corporation and Mendelson & Mendelson, CPAs, P.C., are the
Debtor's tax accountants.
ZOSANO PHARMA: Seeks Approval to Hire Sales Agents
--------------------------------------------------
Zosano Pharma Corporation seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Onyx Asset Advisors,
LLC and Rabin Worldwide, Inc. as sales agents.
The Debtor requires the services of a sales agent to market and
sell its personal properties, which it used to operate its business
in Fremont, Calif.
The Debtor will pay the firms (i) a fee in the amount of $50,000 in
return for their commitment to conduct and conclude the auction,
and in consideration of the Debtors' potential exercise of the
overbid election; and (ii) a buyer's premium of 18 percent of the
gross sales price, minus $50,000.00 on all assets sold.
As disclosed in court filings, the firms are "disinterested" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
K. Kevin Otus
Onyx Asset Advisors, LLC
201 Mission Street, Suite 1200
San Francisco, CA 94105
Tel: (415) 799-3266
Email: kotus@thinkonyx.com
- and -
Shira Weissman
Rabin Worldwide, Inc.
21 Locust Avenue, Ste. 2A
Mill Valley, CA 94941
Tel: (415) 522-5700
Email: info@rabin.com
About Zosano Pharma Corporation
Zosana Pharma Corporation is a clinical-stage biopharmaceutical
company based in Fremont, Calif.
Zosano Pharma filed its voluntary petition for Chapter 11
protection (Bankr. D. Del. Case No. 22-10506) on June 1, 2022,
listing $26,445,000 in assets and $12,392,000 in liabilities.
Steven Lo, president and chief executive officer, signed the
petition.
Judge Hon. Kate J. Stickles oversees the case.
The Debtor tapped Greenberg Traurig, LLP as legal counsel;
SierraConstellation Partners, LLC as financial advisor; and Onyx
Asset Advisors, LLC and Rabin Worldwide, Inc. as sales agents.
Kurtzman Carson Consultants, LLC is the Debtor's claims and
noticing agent and administrative advisor.
[*] Charles Rayburn Joins McGuireWoods' Insolvency Department
-------------------------------------------------------------
Charles R. "Trey" Rayburn III has joined McGuireWoods'
Restructuring & Insolvency Department as a partner in Charlotte,
North Carolina, bringing 17 years of experience advising leading
financial institutions in workout transactions and large corporate
bankruptcies.
Mr. Rayburn represents administrative agents for syndicated credit
facilities in the middle and upper-middle markets. His clients
include national banks and other lenders that are creditors at
various levels of a distressed company's capital structure, such as
senior secured lenders, second-lien lenders, subordinated lenders
and unsecured creditors.
Mr. Rayburn handles workouts and bankruptcies in numerous
industries, including communications, retail, healthcare,
restaurant, manufacturing, technology, agriculture and
transportation. Chambers USA has rated him one of North Carolina's
leading bankruptcy and restructuring lawyers for 11 consecutive
years.
"Trey is highly respected by restructuring officers at leading
financial institutions for his experience and insight in complex
bankruptcies and workouts," said Scott Vaughn, chair of the firm's
Restructuring & Insolvency Department. "He strengthens our
capabilities in a highly competitive market and will be a
tremendous asset to our clients."
"Trey is a trusted advisor whose sound judgment and strong client
relationships complement the market-leading litigation and
transactional services we provide to financial institutions," added
Dion Hayes, McGuireWoods' deputy managing partner for litigation.
Mr. Rayburn, who comes to McGuireWoods from Moore & Van Allen,
joins a practice with experience in some of the most significant
restructurings and Chapter 11 cases in recent years. McGuireWoods
earned a nationwide ranking for bankruptcy and restructuring in the
2022 Chambers USA guide and Tier 1 national practice rankings for
insolvency and reorganization law and bankruptcy litigation in the
2022 edition of U.S. News-Best Lawyers' "Best Law Firms." The firm
represents each of the top 10 U.S. banks ranked by assets.
"Trey has a stellar reputation and deep roots in the Charlotte
legal community. We are delighted to have him on our team at
McGuireWoods," said John McDonald, managing partner of the firm's
Charlotte office.
"McGuireWoods is recognized nationally as a firm that financial
institutions turn to first for their most critical legal needs,"
Mr. Rayburn said. "This is a perfect fit for my practice and I am
excited to join this highly accomplished team."
[*] Four Partners to Join Bryan Cave's Frankfurt Office
-------------------------------------------------------
Partners Dr. Torsten Pokropp, Frank Schwem, Christian Lonquich, and
Mike Danielewsky will join in Frankfurt and represent the latest
milestone in Bryan Cave Leighton Paisner LLP's strategic focus on
building strength-on-strength internationally in priority, high
growth practices. The emphasis on Germany follows BCLP's continued
expansion in Paris, where the firm has more than tripled the size
of its fast-growing office.
"In line with our strategy, this is a transformative move for our
presence in Germany that complements how we serve clients in Europe
and those with interests around the globe," said BCLP Co-Chairs
Lisa Mayhew and Steve Baumer. "We are excited to welcome this
accomplished group of lawyers and we look forward to working with
our new Partners to spearhead our growth plans here. As we enter
our next phase, we are committed to further growth in Germany where
we see great potential."
With offices in Berlin, Frankfurt, and Hamburg, this marks the
latest move by BCLP to strengthen its robust offering in Germany,
following the recently announced arrival of Tax partner Heiko
Stoll. Combined with the onboarding of this new group, BCLP will
have 60 lawyers in Germany.
"The Real Estate practice is of great strategic importance for BCLP
in Germany and worldwide," said BCLP Partner in Charge for Germany,
Carsten Bremer. "Especially in these times of market uncertainty,
our clients' need for advice is increasing."
"We are delighted and proud to welcome our new colleagues to our
team," said Tina Siebenhaar, BCLP Head of Real Estate Germany.
"With their many years of experience, we strengthen all aspects of
our firm's advisory services as we have built one of the market's
largest platforms in Germany."
Meet the Team
About Dr. Torsten Pokropp, Partner, Real Estate Finance
With broad experience throughout the financing sector, Dr. Torsten
Pokropp focuses on advising both financiers and borrowers on real
estate acquisition and development financings, including
residential, commercial, single assets, portfolio, and warehouse
financings. In terms of restructuring advice, Torsten advises on
loan portfolio sales and refinancings. He also advises on project
financings, including those in the energy sectors related to
infrastructure, wind, and power.
In connection with the activities named above, Dr. Pokropp advises
domestic and international financiers, as well as investors, which
include German Pfandbriefbanken, investment banks, and private
equity companies.
He previously served as head of the German Finance & Projects group
for DLA Piper.
About Frank Schwem, Partner, Real Estate Finance
With a market-leading position in real estate, Frank Schwem advises
both financiers and borrowers on real estate acquisition and
development financings. He advises national and international
financiers, as well as a range of investors, including real estate
developers, German Pfandbriefbanken, investment banks, and private
equity companies.
In terms of restructuring advice, Mr. Schwem advises on loan
portfolio sales, refinancings, debt add-on structures -- as well as
liability-related advice for directors, shareholders, and
creditors.
His background also includes deep experience in project and
acquisition financings, with an emphasis on the sectors of paper
and pulp, wind, power, and pipelines, in addition to ECA
financings.
About Christian Lonquich, Partner, Real Estate
Christian Lonquich advises throughout the entire chain of value
creation in real estate, which includes transaction and asset
management, as well as finance and restructuring. His practice
focuses on structuring, monitoring, and leading large and complex
transactions, including forward deals, as well as sale and lease
back structures throughout Europe.
Given his experience in the Anglo Saxon industry, Mr. Lonquich also
closely advises investors and financial institutions on workout
issues, in addition to the acquisition -- and liquidation of --
complex loan portfolios, while developing and implementing
corresponding business plans related to these legal proceedings.
With a focus on Germany, France and Israel, Mr. Lonquich advises a
variety of prominent national and international private equity and
hedge funds, as well as real estate investors, developers,
insurance companies, senior lenders and servicers around the
globe.
About Mike Danielewsky, Partner, Restructuring & Insolvency
Mike Danielewsky focuses his practice on the development and
execution of restructuring strategies, both inside and outside of
insolvency proceedings, where he advises national and international
companies, as well as executive bodies, banks, investment
companies, investors, and funds. In connection with this work, he
advises companies and executive bodies experiencing special
situations and crises to develop successful restructuring
approaches by evaluating debt restructuring strategies that ensure
the positive-going concern of businesses.
At the same time, Mr. Danielewsky also advises opportunity
investors and strategic investors in distressed situations of
target companies in debt or equity investment situations.
Working with debtors, Mr. Danielewsky also advises on the sale and
acquisition of distressed loans and distressed loan portfolios, the
restructuring of complex syndicated loans, plus securitized
transactions for banks and investors, which include CMBS, RMBS, and
CDOs/CLOs.
[*] Inflation Could Push Retail Bankruptcies After Stable Period
----------------------------------------------------------------
Matthew Rothstein of Bisnow Philadelphia reports that inflation
could bring retail bankruptcies roaring back after historically
stable period.
Though the pandemic made 2020 one of the bloodiest years in
retail's history, the 18 months since have seen a historically
stable period with very few bankruptcies. But as dark clouds have
gathered over the economy, that stability may be vanishing.
Cosmetics giant Revlon filed for Chapter 11 bankruptcy last third
week of June 2022, just the fourth retail company to do so this
year, according to S&P Global Intelligence tracking reported by
CNBC. That represents the lowest rate of retail bankruptcy S&P has
tracked in at least 12 years, though several retailers are showing
warning signs of default on their debt, according to a credit
report from Fitch Ratings released Thursday, June 23, 2022.
Movie theater chain Cineworld is at risk of default on a debt load
over $4 billion, while mattress conglomerate Serta Simmons Co. is
in a similar spot with its $2 billion in debt, Fitch reports.
Men's Wearhouse, 24 Hour Fitness, Billabong parent company
Boardriders and sports apparel seller Outerstuff also appeared on
Fitch's list of "market concern loans."
For struggling retailers, the current economic environment presents
two distinct problems: the effect of inflation on consumers and the
effect of the Federal Reserve's interest rate hikes on the cost of
capital.
Though inflation has been rising in both severity and the public
consciousness for months, it did not affect consumer retail
spending through the first four months of the year. But spending
at nongrocery, nonrestaurant stores dropped in May, according to
Marcus & Millichap data, and retail and grocery spending declined
over that same period even before adjustment for inflation in the
Commerce Department's monthly survey, CNBC reports.
As consumer behavior is seemingly shifting, the persistently
clogged global supply chain has left a growing number of retailers
with excess inventory likely to lose value, per CNBC.
That effect would likely take months to fully reveal itself, which
could combine with the deep cash reserves many retail companies
have built to push a wave of bankruptcies into next year. But if
the holiday shopping season is weakened by inflation, that wave is
definitely coming, market experts told CNBC.
*********
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
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The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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Troubled Company Reporter is a daily newsletter co-published
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Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2022. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***