/raid1/www/Hosts/bankrupt/TCR_Public/220701.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, July 1, 2022, Vol. 26, No. 181
Headlines
424 GROUP INC: Taps Margulies Faith as Special Litigation Counsel
A.G. DILLARD: Navitas Wants Treatment of Its Claim Clarified
ABILITY INC: Board Decides to Commence Insolvency Proceedings
AIKIDO PHARMA: Regains Compliance With NASDAQ Listing Requirements
AMERICAN HARVEST: Sale of Surplus Bins and Truck Scale Approved
AMERICORE HOLDINGS: Sale of Ellwood City Medical Center Okayed
ARMSTRONG FLOORING: Taps Barnes & Thornburg as Special Counsel
ASP UNIFRAX: $200MM Incremental Loan No Impact on Moody's B3 CFR
ASPIRA WOMEN'S: Three Proposals Passed at Annual Meeting
AVALIGN HOLDINGS: Moody's Cuts CFR to Caa1 & First Lien Debt to B3
B T S INTERNATIONAL: U.S. Trustee Unable to Appoint Committee
BEACON SCIENTIFIC: Seeks to Hire McNamee Hosea as Legal Counsel
BEAR COMMUNICATIONS: Seeks Cash Collateral Access
BLINK CHARGING: Trilantic Capital Entities Acquire 5.7% Stake
BLUE DOLPHIN: Regains Compliance With OTC Markets Listing Rule
BLUE DOLPHIN: Two Proposals Passed at Annual Meeting
CAMELOT UK: S&P Alters Outlook to Positive, Affirms 'B' ICR
CANOPY GROWTH: Fitch Lowers LongTerm IDR to 'CCC'
CASTLELAKE AVIATION: Fitch Affirms 'BB' LongTerm IDR
CELSIUS NETWORKS: Goldman Aims to Raise $2 Bil. to Buy Crypto Asset
CINEMARK HOLDINGS: S&P Alters Outlook to Positive, Affirms 'B' ICR
CKH RISK MANAGEMENT: Taps Langley & Banack as Legal Counsel
CTI BIOPHARMA: Growth Equity, et al. Report 8.8% Equity Stake
CUENTAS INC: Falls Short of Nasdaq Minimum Bid Price Requirement
CYTOSORBENTS CORP: Avenir Corp, et al. Report 4.95% Equity Stake
D & L REAL ESTATE: Starts Chapter 11 Subchapter V Case
DASEKE COMPANIES: Moody's Upgrades CFR & Senior Secured Debt to B1
DAYBREAK OIL: Gaelic Resources Has 41.85% Stake as of June 24
DIOCESE OF ROCKVILLE: Parishes Added to Chapter 11 Mediation
DRIVE CHASSIS: Proposed Acquisition No Impact on Moody's B2 CFR
EASCO BOILER: Boiler Fabricator Files for Chapter 11
EMPIRE PRIME CAPITAL: Files Bare-Bones Chapte 11 Petition
ENDO INTERNATIONAL: Millennium Entities Report 1.7% Equity Stake
ENJOY TECHNOLOGY: Case Summary & 30 Largest Unsecured Creditors
ENVIA HOLDINGS: Seeks to Hire Fuller Law Firm as Bankruptcy Counsel
ES1 LLC: Updates Priority Tax Claims Pay Details
FINGERLAKES HOSPITALITY: Taps Orville & McDonald Law as Counsel
FIRST CHOICE: Returns to Chapter 11 Amid 2020 Judgment
FMBC INVESTMENTS: Sale of West Heiman Properties to M2 Approved
FORD MOTOR: DBRS Confirms BB(high) Issuer Rating, Trend Positive
FSPH INC: Case Summary & 20 Largest Unsecured Creditors
GALAXY NEXT: Files Series G Pref. Stock Certificate of Designation
GLEASON'S GYMNASTIC: Wins Cash Collateral Access Thru Dec 15
GOLD STANDARD: July 5 Hearing on Bid Procedures for All Assets Set
GOOD GUYZ INVESTMENTS: $950K Sale of Miami Property to Cruz Denied
GOODYHOUSE LLC: Seeks to Hire Wilke & Associates as Accountant
GULF COAST HEALTH: Court Okays Chapter 11 With Injury Claims Funds
GULF COAST HEALTH: Joint Liquidating Plan Confirmed by Judge
HARISHIVJI INC: Starts Chapter 11 Subchapter V Case
HIGHLANDS SENIOR CITIZENS: Taps Daniel Lickel as Special Counsel
INFINERA CORP: Enters Into $200M Revolving Credit Facility
J&P FLASH INC: $154K Sale of 28-Acre Land in Hardy to Harris OK'd
JINZHENG GROUP (USA): Taps Atkinson as Special Counsel
JUUL LABS: Appeals Court Delays FDA's Ban on Juul E-Cigarettes
LEAR CAPITAL: Court Directs Appointment of Customers' Committee
LIVEONE INC: Incurs $43.9 Million Net Loss in FY Ended March 31
MADISON SQUARE: Case Summary & 20 Largest Unsecured Creditors
MATHESON FLIGHT: Has Deal on Cash Collateral Access Thru July 27
MCGRAW HILL: Fitch Withdraws 'B+' LongTerm IDR
MD HELICOPTERS: Sale of Substantially All Assets to MDH Approved
MINNESOTA ATHLETIC: Taps Cardone Ventures as Business Consultant
MITEL NETWORKS: S&P Lowers ICR to 'CCC' on Lower Debt Reduction
NATIONAL REALTY: Proposed Private Sale of Properties Approved
NEOVIA LOGISTICS: S&P Downgrades ICR to 'CCC-', Outlook Negative
NEXTSPORT INC: Seeks to Hire Kornfield as Legal Counsel
NORTHWEST SENIOR: Ferguson Braswell Represents Phillimore, Clay
OLDSMAR JJ: Auction of Substantially All Assets Set for July 20
OVERLOOK ROAD: Voluntary Chapter 11 Case Summary
OWN VRP: U.S. Trustee Unable to Appoint Committee
PBF HOLDING: S&P Upgrades ICR to 'BB-' on Notes Redemption
PIZARRO HAIR RESTORATIONS: Clinic Files for Chapter 11 Bankruptcy
PREMIER MODERN: Gets Final Cash Collateral Access
PUERTO RICO: HTA Plan Confirmation Hearing Set for Mid-August
PUERTO RICO: PREPA Mediators Ask Another Mediation Extension
QUOTIENT LIMITED: Incurs $125.1-Mil. Net Loss in FY Ended March 31
RANGE RESOURCES: S&P Upgrades ICR to 'BB' on Improving Cash Flows
REBECCA BROWN BRINSKELE: Status Conference Continued to July 22
REDWOOD EMPIRE: Page Hotel & Related Assets Auction Set for July 13
ROCK & MATERIAL: Case Summary & 16 Unsecured Creditors
RYAN ENVIRONMENTAL: Hearing on $300K Sale of All IP Set for July 18
RYBEK DEVELOPMENTS: U.S. Trustee Says Plan Not Feasible
SCHULDNER LLC: Trustee's $113K Cash Sale of Duluth Property OK'd
SCHULDNER LLC: Trustee's $125.5K Cash Sale of Duluth Property OK'd
SCHULDNER LLC: Trustee's $128K Cash Sale of Duluth Property OK'd
SCHULDNER LLC: Trustee's Cash Sale of Duluth Property for $98K OK'd
SEARS HOLDINGS: Supreme Court to Hear Fight With Mall of America
SIGNTEXT 2 INC: Sets Bid Procedures for Substantially All Assets
SONEV CONSTRUCTION: Sale of Equipment Thru Ritchie Bros. Approved
SOUTHERN ROCK: Case Summary & 20 Largest Unsecured Creditors
STANFORD CHOPPING: Voluntary Chapter 11 Case Summary
SUNGARD AS: Adams and Reese Represents Automotive Rentals, SCP
SUNGARD AS: Committee Says In Talks on Plan Changes
TIGER OAK MEDIA: Six Bridal Magazine Titles Sold
TPC GROUP: Creditors' Committee Members Disclose Claims
TPT GLOBAL: Enters Into $200,760 Convertible Note Financing
TUMBLEWEED TINY HOUSE: August 16 Plan Confirmation Hearing Set
UGI INT'L: Fitch Affirms 'BB+' Longterm IDR, Outlook Stable
US RENAL: Moody's Lowers CFR to Caa1 & Senior Secured Debt to B3
VAL PROPERTIES: Unsecureds Owed $24K to Get Up to 100% in Plan
VERANO RECOVERY: Court Confirms $20-Mil. Sale Plan
VERTEX ENERGY: Millennium Entities Report 0.7% Equity Stake
WEYERBACHER BREWING: Returns to Chapter 11 to Deal With Old Debt
WILLIAM F. EVERETT JR.: $12K Sale of Four Winns 180 Horizon Okayed
WP REALTY: Auction of $4.8M New Rochelle Property Set for July 19
WYOTRANS LLC: Has Deal on Cash Collateral Access Thru July 31
[^] BOOK REVIEW: PANIC ON WALL STREET
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424 GROUP INC: Taps Margulies Faith as Special Litigation Counsel
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424 Group, Inc. seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Margulies Faith, LLP
as special litigation counsel.
The Debtor needs the firm's legal assistance in connection with its
ongoing dispute with 380 Group S.r.l. and its related entity 380
Group, LLC. The dispute stemmed from the assumption and assignment
of the companies' licensing agreement memorialized in a binding
letter of intent dated July 1, 2020 and Design Services Agreement.
Margulies Faith will be paid at these rates:
Partners $470 to $630 per hour
Associate Attorneys $445 per hour
Paralegals $200 to $250 per hour
The firm will also reimbursed for its out-of-pocket expenses.
Craig Margulies, Esq., a partner at Margulies Faith, 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:
Craig G. Margulies, Esq.
Margulies Faith LLP
16030 Ventura Boulevard, Suite 470
Encino, CA 91436
Tel: (818) 705-2777
Fax: (818) 705-3777
Email: Craig@MarguliesFaithLaw.com
About 424 Group
424 Group, Inc., a Los Angeles-based company that owns and operates
a clothing store, filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-19407) on
Dec. 23, 2021, listing as much as $10 million in both assets and
liabilities. Gregory Kent Jones serves as the Subchapter V
trustee.
Judge Sandra R. Klein oversees the case.
The Debtor tapped Weintraub & Selth, APC as bankruptcy counsel;
Stephen Coats as accountant; and Bellizio + Igel, PLLC, Chapman Law
Group, A.P.C., Spheriens Avvocati and Margulies Faith, LLP as
special counsels.
A.G. DILLARD: Navitas Wants Treatment of Its Claim Clarified
------------------------------------------------------------
Creditor Navitas Credit Corp. objects to confirmation of the
Amended Plan of Reorganization and approval of the related Amended
Disclosure Statement of A.G. Dillard.
Navitas claims that the question becomes whether Navitas is
oversecured, which entitles Navitas to seek postpetition interest
and postpetition attorney fees. The answer is yes because Navitas
is oversecured. In further support, Navitas incorporates by
reference the case authorities set forth in its Proof of Claim at
Claim 47-1 Part 2.
Navitas points out that its Claim 47-1 is prima facie valid. "A
proof of claim executed and filed in accordance with these rules
shall constitute prima facie evidence of the validity and amount of
the claim." Bankruptcy Rule 3001(f). No objection has been filed to
the Navitas claim. (Likewise, under Bankruptcy Code § 502(a) the
Navitas claim is allowed unless a party in interest objects.)
Navitas asserts that the Amended Plan fails to provide proper
treatment of Navitas' claim as the Amended Plan states an erroneous
value for the Equipment, which is (i) lower than its actual value
and (ii) creates a partial unsecured claim by Navitas. Yet, Navitas
is oversecured.
Because of Debtor's undervaluation of the Equipment, the Amended
Plan does not provide for payment of post-petition interest and
post-petition attorneys' fees, which are properly due and payable
to satisfy Navitas' secured claim.
Navitas further asserts that the Amended Plan references a crucial
but unfiled "Proposed Second Sale Motion." Neither the Amended
Disclosure Statement nor the Amended Plan can properly be
considered until after further clarification on the Proposed Second
Sale Motion.
A full-text copy of Navitas' objection dated June 27, 2022, is
available at https://bit.ly/3udwdsL from PacerMonitor.com at no
charge.
Local Counsel for Creditor Navitas:
Adam M. Spence, Esq., VSB #38524
The law Offices of Spence & Buckler, P.C.
100 West Pennsylvania Avenue, Suite 301
Towson, Maryland 21204
(410)823-5003
Telecopier: (443) 936-9181
adam@spencefirm.com
National Bankruptcy Counsel for Creditor Navitas:
Kenneth D Peters, Esq.
Dressler Peters, LLC
70 W. Hubbard, Suite 200
Chicago, Illinois 60654
312-602-7362
kpeters@dresslerpeters.com
About A.G. Dillard, Inc.
A.G. Dillard, Inc., is an excavating contractor in Troy, Virginia.
It provides a wide variety of site construction services, including
site remodeling, clearing and demolition, pond repair/conversion,
excavating and grading, site concrete, and paving.
A.G. Dillard sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Va. Case No. 22-60115) on Feb. 9,
2022. In the petition signed by Alan G. Dillard, III, president,
the Debtor disclosed up to $50 million in both assets and
liabilities.
Robert S. Westermann, Esq., at Hirschler Fleischer, PC, is the
Debtor's counsel.
Blue Ridge Bank, as lender, is represented by Michael D. Mueller,
Esq. at Williams Mullen.
ABILITY INC: Board Decides to Commence Insolvency Proceedings
-------------------------------------------------------------
Pursuant to Ability, Inc.'s immediate reports regarding the request
for a restructuring plan for the approval of the interested parties
submitted to the Tel Aviv District Court on Feb. 24, 2022,
including the immediate report dated Feb. 27, 2022, the Company
updates that on June 26, 2022, the Company's board of directors
decided to instruct its legal counsel to act to file a motion to
commence insolvency proceedings. This occurred, after the
Company's multiple attempts, with the assistance of its legal and
economic counsel, to reach agreements with creditors, authorities,
and other relevant parties failed, among other things, in light of
opposition from the U.S. Securities and Exchange Commission.
About Ability Inc.
Ability Inc. is a holding company operating through its
subsidiaries Ability Computer & Software Industries Ltd., Ability
Security Systems Ltd., and Telcostar, which provide advanced
interception, geolocation and cyber intelligence products and
solutions that serve the needs and increasing challenges of
security and intelligence agencies, military forces, law
enforcement agencies and homeland security agencies worldwide.
Ability, Inc. reported a loss and comprehensive loss of US$7.60
million for the year ended Dec. 31, 2021, compared to a loss and
comprehensive loss of US$6.71 million for the year ended Dec. 31,
2020. As of Dec. 31, 2021, the Company had US$14.51 million in
total assets, US$31 million in total liabilities, and a total
deficit of $16.49 million.
Ziv Haft, the Company's auditor, issued a "going concern"
qualification in its report dated March 31, 2022, citing that as
of
Dec. 31, 2021, the balance of the Company's accrued losses was
about US$50,344,000, and the Company's results for the years ended
Dec. 31, 2021 and 2020 amounted to a loss of US$7,597,000 and
US$6,709,00, respectively. In addition, the Company is under an
investigation of Israel's Ministry of Defense, which ordered
suspension of certain export licenses. Also, the impact of the
global crisis that is taking place these days as a result of the
COVID-19 epidemic, which has an adverse effect on the Company's
business. These factors and others raise significant doubts about
the Company's continued existence as a "going concern."
AIKIDO PHARMA: Regains Compliance With NASDAQ Listing Requirements
------------------------------------------------------------------
AIkido Pharma Inc. received a letter from the Listing
Qualifications Department of The NASDAQ Stock Market on June 23,
2022, indicating that it has regained compliance with the $1.00
minimum bid price requirement for continued listing on The NASDAQ
Capital Market under Listing Rule 5550(a)(2).
The Company regained compliance with the NASDAQ's requirements when
the closing bid price for the Company's common stock was at or
above $1.00 for 10 consecutive business days and the matter is now
closed.
About AIkido Pharma
Headquartered in New York, NY, AIkido Pharma Inc. fka Spherix
Incorporated -- http://www.spherix.com-- was initially formed in
1967 and is currently a biotechnology company seeking to develop
small-molecule anti-cancer therapeutics. The Company's activities
generally include the acquisition and development of technology
through internal or external research and development. In
addition, the Company seeks to acquire existing rights to
intellectual property through the acquisition of already issued
patents and pending patent applications, both in the United States
and abroad. The Company may alone, or in conjunction with others,
develop products and processes associated with technology
development. Recently, the Company has invested in and helped
develop technology with Hoth Therapeutics, Inc., DatChat, Inc. and
with its recent asset acquisition with CBM BioPharma, Inc. in
December 2019.
Aikido reported a net loss of $7.17 million for the year ended Dec.
31, 2021, compared to a net loss of $12.34 million for the year
ended Dec. 31, 2020. As of March 31, 2022, the Company had $117.95
million in total assets, $895,000 in total liabilities, $11 million
in Series O redeemable convertible preferred stock, $11 million in
Series P redeemable convertible preferred stock, and $95.05 million
in total stockholders' equity.
AMERICAN HARVEST: Sale of Surplus Bins and Truck Scale Approved
---------------------------------------------------------------
Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the
District of Montana authorized American Harvest, Inc.'s sale of the
following surplus agricultural bins and truck scale:
a. 2 – AMBER WAVES MODEL 1640M, S/N 05568 & 04845, (& 2016)
HOPPER BOTTOM GRAIN BINS, 16'D, 4,000-BUSHEL CAPACITY, 4,774 CU.
FT. CAPACITY, 34.2' BIN HEIGHT, 8-LEGS, DOUBLE SKID. Forces
Liquidation value (FLV): $16,000; Orderly Liquidation value (OLV):
$19,000; Fair Market Value (FMV): $22,000.
b. 4 - AMBER WAVES MODEL 1640M, S/N 05216, 05214, 05177 &
04597, (ALL 2017) HOPPER BOTTOM GRAIN BINS, 16'D, 4,000-BUSHEL
CAPACITY, 4,774 CU. FT. CAPACITY, 34.2' BIN HEIGHT, 8-LEGS, DOUBLE
SKID. FLV: $32,000; OLV: $38,000; FMV: $44,000.
c. 2 - AMBER WAVES MODEL 1525, S/N 02170 & 02171, (BOTH 2016)
HOPPER BOTTOM GRAIN BINS, 15'D, 2,400-BUSHEL CAPACITY, 2,960 CU.
FT. CAPACITY, 26.3' BIN HEIGHT, 8-LEGS, DOUBLE SKID. FLV: $9,000;
OLV: $11,000; FMV: $44,000.
d. 1 - RICE LAKE MODEL SURVIVOR, S/N 116651, (2016) ABOVE
GROUND TRUCK SCALE, WITH 11'W X 20'L DECK SECTIONS. FLV: $27,500;
OLV: $32,500; FMV: $40,000.
e. 1 - MFG UNKNOWN MODEL N/A, S/N N/A, (YEAR N/A) 8' X 8'
SHED. FLV: $0; OLV: $250; FMV: $500.
The sale is free and clear of all liens and interest.
About American Harvest
American Harvest, Inc. operates an oilseed and grain farming
business. The company is based in Sidney, Mont.
American Harvest filed a petition under Chapter 11, Subchapter V
of
the Bankruptcy Code (Bankr. D. Mont. Case No. 22-10031) on March
25, 2022, listing up to $10 million in assets and up to $500,000
in
liabilities. Gary L. Rainsdon serves as Subchapter V trustee.
Judge Benjamin P. Hursh oversees the case.
Steven M. Johnson, Esq., at Church, Harris, Johnson and Williams,
P.C. serves as the Debtor's legal counsel.
AMERICORE HOLDINGS: Sale of Ellwood City Medical Center Okayed
--------------------------------------------------------------
Nicholas Vercilla of Ellwood City Ledger reports that the sale of
former Ellwood City Medical Center is officially approved.
After three years of delay and uncertainty, a new owner has
officially been named for the former Ellwood City Medical Center.
On Friday, June 24, 2022, the U.S. Bankruptcy Court for the Eastern
District of Kentucky issued an order allowing the sale of the
former borough hospital property, from Americore Holdings to
California-based Pelorus Equity Group Inc.
Americore Holdings was the owner of the former Ellwood City
hospital before it filed for bankruptcy on Dec. 31, 2019.
This order came following a hearing on Thursday between the
different parties regarding the sale.
Court-appointed trustee Carol Fox said during the hearing, the
judge and the parties involved discussed the order that would
authorize the sale of all of Americore's assets with the center, in
accordance with approved bid procedures, authorize the assumption
and assignment of executory contracts and unexpired leases in
accordance with bid procedures, and granting related relief.
The announcement of this order and sale ends a period of
uncertainty for the property, as the Medical Center shut down, with
the landing pad reopened later, the medical records line was
disconnected, medical copies had to be recopied by former patients
before their destruction, and agreements were made with both
borough council and the school district, by Pelorus, in regards to
owed delinquent taxes to the property.
About Americore Holdings
Americore Holdings, LLC and its affiliates, including Americore
Health LLC, own and operate the Ellwood City Medical Center in
Pennsylvania, Southeastern Kentucky Medical Center (formerly
Pineville Community Hospital), Izard County Medical Center in
Arkansas; and St. Alexius Hospital in St. Louis.
Americore Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case
No.19-61608) on Dec. 31, 2019, listing as much as $50,000 in both
assets and liabilities. Judge Gregory R. Schaaf oversees the case.
Bingham Greenebaum Doll, LLP and Rose Grasch Camenisch Mains, PLLC
serve as the Debtors' bankruptcy counsel and special counsel,
respectively.
Carol A. Fox was appointed as the Debtors' Chapter 11 trustee. The
trustee is represented by Baker & Hostetler LLP.
Suzanne Koeing was appointed as the Debtor's patient care
ombudsman. The PCO is represented by Saul Ewing Arnstein & Lehr
LLP.
ARMSTRONG FLOORING: Taps Barnes & Thornburg as Special Counsel
--------------------------------------------------------------
Armstrong Flooring, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Barnes
& Thornburg, LLP as special labor counsel.
The Debtors require the firm's assistance in collective bargaining
and other labor-related negotiations with union-represented
employee groups; labor and employment claims in arbitration and
litigation involving the Debtors and arising under collective
bargaining agreements; and such other matters as may arise in
connection with the foregoing.
Barnes & Thornburg will be paid at these rates:
Attorneys $325 to $770 an hour
Paraprofessionals $245 to $280 an hour
In addition, the firm will also receive reimbursement for its
out-of-pocket expenses.
Kenneth Yerkes, Esq., a partner at Barnes & Thornburg, 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:
Kenneth J. Yerkes, Esq.
Barnes & Thornburg LLP
11 S. Meridian Street
Indianapolis, IN 46204
Tel: (317) 231-7513
Fax: (317) 231-7433
Email: ken.yerkes@btlaw.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.
ASP UNIFRAX: $200MM Incremental Loan No Impact on Moody's B3 CFR
----------------------------------------------------------------
Moody's Investors Service noted that ASP Unifrax Holdings, Inc.'s
(Alkegen) $200 million incremental first lien term loan will not
impact the company's ratings including its B3 corporate family
rating or its stable ratings outlook. The proceeds from the term
loan along with $150 million in new equity from the sponsor and $80
million in cash will be used to fund the Luyang investment, which
will increase Alkegen's ownership in Luyang from 28% to 53%
controlling interest and cover the transaction fees and expenses.
Alkegen's B3 corporate family rating reflects its high financial
leverage and history of debt financed acquisitions along with its
exposure to the cyclical automotive, industrial, and chemical end
markets. It also reflects its product and end-market diversity and
exposure to the growing electric vehicle and specialty filtration
markets which are capitalizing on the regulatory push to reduce
carbon emissions and enhance indoor and industrial air quality. The
rating also benefits from the company's leading global market
positions in thermal management, battery materials, filtration and
emissions control and its longstanding relationships with many
blue-chip customers. The increased investment in Luyang will
provide a platform for the company to benefit more fully from
Luyang's organic growth in China from the sale of its existing
thermal management products as well as provide a platform for
Alkegen to establish licensing agreements for its products to be
sold in China and the Asia Pacific region. This acquisition should
have limited integration risks and will enhance the company's
ability to extract cash dividends from Luyang which can be used to
support debt reduction.
Alkegen is paying about 14x its projected 2022 adjusted EBITDA to
increase its ownership stake in Luyang to 53% and is funding the
deal in a large part with debt considering that $250 million
incremental term loan debt raise in April 2022 which provided the
$150 million of cash on the balance sheet that was used to partly
fund Luyang investment. Nevertheless, given that company will now
be fully consolidating the financials of Luyang, the acquisition
will be a deleveraging transaction on this basis.
Moody's anticipates that Alkegen's stand-alone operating and
financial performance will continue to evidence moderate
improvement in 2022 resulting from the acquisition of Lydall and
the continued, albeit slowing, global economic recovery. The
company's financial flexibility is limited within its current
rating considering the recent mostly debt financed acquisition of
Lydall. Alkegen will continue to grow supported by strength in
industrial end-markets and the rebound in global automotive
production although semiconductor shortages could continue to
dampen the projected recovery. Longer term sales are likely to get
a boost from tightening carbon regulations, growth in battery and
filtration markets, and new product development. However, downside
risks to the global economic recovery are building along with
rising interest rates, inflationary cost pressures, supply chain
and logistical issues, spillover effects from the Russia-Ukraine
military conflict and COVID related lockdowns in China. Alkegen has
operations in Europe, where surging energy costs and the risk of
power shortages and energy rationing pose meaningful risks.
Additionally, its operations in China may be impacted by forced
shutdowns or supply chain issues related to spreading cases of
COVID-19. Any strengthening of the company's credit profile will
likely be driven by earnings growth since material debt reduction
is not anticipated in the near term.
Alkegen's profit margins are expected to decline in 2022, given
Lydall's lower profit margins and inflationary cost pressures, but
this will be tempered by significant Lydall cost synergies and the
addition of Luyang on a consolidated basis since it has stronger
profit margins than Lydall. Also, expected revenue growth driven by
volume gains, price increases and cross-selling opportunities,
along with the recurring nature of its sales combined with its
focus on higher margin products and supply chain optimization
should lead to earnings growth and expanding margins on a pro forma
basis. The relatively low sustaining capital investment
requirements of the business should also lead to consistent free
cash flow generation and provide the opportunity for debt
reduction. Moody's estimates that Alkegen's pro forma consolidated
adjusted leverage (Debt/EBITDA) will decline to 6.8-7.2x based on
Moody's projected adjusted EBITDA for 2022 of about $380-420
million.
Alkegen has a good liquidity profile supported by about $125
million in cash and full availability under its $200 million
revolving credit facility as of March 2022. The Company extended
the maturity of the revolver to 91 days prior to the maturity of
its term loan (December 2025) or May 2027 if the term loan maturity
is extended beyond that date. Its 53% equity stake in Luyang will
provide a potential alternative source of liquidity as it is a
publicly listed company in China. The revolver has a springing
first-lien leverage ratio covenant of 7.5x if borrowings exceed
35%. Moody's expect the company to remain compliant with the
covenant with a good cushion.
The stable outlook reflects Moody's expectations that Alkegen will
evidence a material growth in revenues, earnings and cashflow on a
pro forma basis in 2022-2023, successfully implements the outlined
cost savings, productivity enhancing and business optimization
opportunities and will execute on its commitment to deleverage its
balance sheet through both earnings' growth and absolute debt
reduction. The stable outlook also assumes that the company will
not pursue any additional material debt-funded M&A transactions.
Alkegen's ratings could be considered for an upgrade if adjusted
debt/EBITDA declines below 6.0x driven by both EBITDA growth and
debt reduction, if RCF/Debt is sustained above 8% and the company
consistently generates positive free cash flow. An upgrade would
also require the execution of more conservative financial policies
from the sponsor and management.
Moody's could downgrade Alkegen's ratings if its adjusted leverage
were expected to sustain above 7.5x or if the company undertakes a
significant debt-financed acquisition or dividend recapitalization.
Moody's could also downgrade the ratings if liquidity deteriorates,
and the company's operations consistently consume cash.
Headquartered in Tonawanda, N.Y., ASP Unifrax Holdings, Inc.
(Alkegen) produces heat-resistant ceramic fiber products, specialty
filtration, advanced materials solutions, and specialty glass
microfiber materials for a variety of industrial applications. The
company has been a portfolio company of Clearlake Capital Group
since late 2018. Alkegen generated revenues of approximately $1.05
billion for the twelve months ended March 31, 2022.
ASPIRA WOMEN'S: Three Proposals Passed at Annual Meeting
--------------------------------------------------------
Aspira Women's Health Inc. held its 2022 annual meeting of
stockholders at which the stockholders:
(1) elected Robert Auerbach, M.D., Celeste R. Fralick, Ph.D.,
Veronica G.H. Jordan, Ph.D., James T. LaFrance, Valerie B.
Palmieri, Nicole Sandford, and Ruby Sharma as directors for
one-year terms expiring at the Company's 2023 annual meeting of
stockholders and until their successors are elected and qualified;
(2) approved, on an advisory basis, the compensation of the
Company's named executive officers as disclosed in the Company's
definitive proxy statement filed with the Securities and Exchange
Commission on April 29, 2022;
(3) Proposal 3 was removed from stockholder consideration by the
Board of Directors; and
(4) ratified the selection of BDO USA, LLP as the Company's
independent registered public accounting firm for the year ending
Dec. 31, 2022.
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is transforming women's health with the
discovery, development and commercialization of innovative testing
options and bio-analytical solutions that help physicians assess
risk, optimize patient management and improve gynecologic health
outcomes for women. OVA1 plus combines its FDA-cleared products
OVA1 and OVERA to detect risk of ovarian malignancy in women with
adnexal masses. ASPiRA GenetiXSM testing offers both targeted and
comprehensive genetic testing options with a gynecologic focus.
With over 10 years of expertise in ovarian cancer risk assessment
ASPIRA has expertise in cutting-edge research to inform its next
generation of products. Its focus is on delivering products that
allow healthcare providers to stratify risk, facilitate early
detection and optimize treatment plans.
Aspira Women's reported a net loss of $31.66 million for the year
ended Dec. 31, 2021, a net loss of $17.91 million for the year
ended Dec. 31, 2020, a net loss of $15.24 million for the year
ended Dec. 31, 2019, and a net loss of $11.37 million for the year
ended Dec. 31, 2018. As of March 31, 2022, the Company had $30.86
million in total assets, $9.12 million in total liabilities, and
$21.74 million in total stockholders' equity.
AVALIGN HOLDINGS: Moody's Cuts CFR to Caa1 & First Lien Debt to B3
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Avalign
Holdings Inc. including the company's Corporate Family Rating to
Caa1 from B3, Probability of Default Rating to Caa1-PD from B3-PD,
and senior secured first lien credit facilities to B3 from B2. The
rating outlook is stable.
The rating downgrades reflect the company's weak liquidity,
incorporating $5 million available under the company's $35 million
revolver (expiring in December 2023) and $15 million in cash on the
balance sheet as of March 31, 2022, as well as Moody's expectation
for slightly negative free cash flow in FY2022. Moody's notes that
Avalign's liquidity needs in FY2021 and the first quarter of FY2022
were supported by equity infusions from the company's private
equity owners. These capital infusions were required to fund
investments to support new business wins and growth initiatives.
Moody's notes that the company has secured a strong pipeline of new
business wins, which requires elevated near-term investment in
capital spend and working capital that Moody's expects will inhibit
any positive free cash flow generation in FY2022.
The rating downgrades also reflects the company's recent
underperformance that has contributed to rising leverage
(approximately 9.1x debt/EBITDA on Moody's adjusted basis as of
March 31, 2022). In FY2021, management defined adjusted EBITDA
declined 24% year-over-year, primarily due to labor and supply
chain operating expense headwinds. While Avalign has raised prices
on its OEM medical device customer base to offset input cost
inflation, with earnings results and leverage improving in the
first quarter of 2022, Moody's expects that a persistent
inflationary environment could continue to negatively impact
profitability as FY2022 progresses, slowing the pace of earnings
growth and deleveraging. To that end, Moody's projects debt/EBITDA
to remain elevated, at 8x or higher, at year-end 2022.
The downgrade of the senior secured credit facilities to B3
reflects the one-notch downgrade in the Corporate Family Rating,
and the loss absorption provided by the company's $100 million 2nd
lien term loan (unrated).
Downgrades:
Issuer: Avalign Holdings Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B2
(LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Downgraded to
B3 (LGD3) from B2 (LGD3)
Outlook Actions:
Issuer: Avalign Holdings Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Avalign's Caa1 Corporate Family Rating reflects the company's high
financial leverage with debt/EBITDA at 9.1x as of March 31, 2022 on
Moody's adjusted basis. While Moody's expects top-line trends to
continue to improve over the next 12-18 months, propelled by new
business wins and underlying orthopedic end-market market growth,
Moody's expects debt/EBITDA to remain at or above 8x through
FY2022. Moody's expects ongoing inflationary headwinds, driven by
labor and supply chain disruption, to continue to constrain
earnings growth and deleveraging. The rating also reflects the
company's high customer concentration and business risks associated
with contract manufacturing, including potential fluctuations in
medical device customer demand and inventory levels, less favorable
payment terms offered by large medical device customers and
industrywide pricing pressure. The rating also reflects Moody's
expectations that financial policies will remain aggressive due to
ownership by a private equity sponsor, partially mitigated by
ownership's track record of providing equity capital support when
it has been needed.
Avalign's ratings benefit from high barriers to entry and switching
costs in the medical products contract manufacturing industry. This
is because of the significant amount of time and investment
required for its customers to obtain product regulatory approvals,
of which Avalign is an integrated part. For this reason, the
company tends to have long-term relationships with its customers,
lending stability to revenues. Moody's notes that the company
outperformed peers during the height of the covid-19 pandemic (in
FY2020), driven by tailwinds from new business wins.
Avalign has a weak liquidity profile. Moody's estimates that
Avalign will generate slightly negative free cash flow over the
next 12 months as the company continues to invest to support new
business wins and other growth initiatives. At March 31, 2022, the
company had approximately $15 million in cash and $5 million
availability under its $35 million revolver due December 2023. The
company's mandatory debt amortization is approximately $2.3 million
per year which can be covered with the available liquidity. Moody's
believes that underperformance versus FY2022 projections could
further strain the company's limited liquidity sources, and may
require additional equity infusion(s) from the company's private
equity owners. In addition, Moody's notes that the company's
revolver, which is nearly fully drawn, will become current in
approximately 6 months.
The stable outlook reflects Moody's expectation that liquidity will
remain weak over the next 12-18 months, partially mitigated by
ownership's historical track record of providing equity capital
support. At the same time, the stable outlook reflects Moody's
expectation that the company's earnings will benefit from an
ongoing volume recovery and new business wins, partially offset by
ongoing margin pressure from input cost inflation.
Social and governance considerations are material to the rating.
For Avalign, the social risks are primarily associated with
responsible production including compliance with regulatory
requirements for the safety of medical devices as well as adverse
reputational risks arising from recalls associated with
manufacturing defects. These social risks are partially offset by
favorable demographic and societal trends, including an aging
population and the rise in chronic disease. Governance risk
considerations include the company's financial policies which
Moody's expect to remain aggressive, reflecting its ownership by
private equity investors. Governance risk is partially mitigated by
ownership's track record of providing equity capital support when
it has been required in recent periods.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the company's business/profit
recovery stalls, liquidity further deteriorates, or if the company
employs an aggressive financial policy that increases financial
leverage. If EBITA-to-interest falls below one times, it could also
put downward pressure on the company's ratings.
The ratings could be upgraded if the company's liquidity position
improves, including sustained positive free cash flow and a
successful refinancing of its revolver due December 2023. This
scenario would likely include continued earnings growth - with new
business wins flowing to the bottom line to drive significant
deleveraging - as well as a moderation in capital spending.
The principal methodology used in these ratings was Medical
Products and Devices published in October 2021.
Avalign is a developer, manufacturer and supplier of implants,
cutting tools, specialty surgical instruments and metal
thermoformed cases and trays for medical devices original equipment
manufacturers. It is owned by the private equity firm Linden
Capital Partners. The company's revenue for 2021 was approximately
$217 million.
B T S INTERNATIONAL: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The U.S. Trustee for Region 18 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of B T S International, LLC.
About B T S International
B T S International, LLC owns two parcels of real property located
at (i) 505 Harrison St., Seattle, Wash., which is currently bare
ground; and (ii) 15601 Larch Way, Lynwood, Wash., which is a
residential real property occupied by Stephanie A. Wang, the
managing member of B T S, and other family members.
B T S International filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-10867) on May
26, 2022, listing between $1 million and $10 million in both assets
and liabilities. Michael DeLeo serves as Subchapter V trustee.
Judge Marc Barreca oversees the case.
Alan J. Wenokur, Esq., at Wenokur Riordan, PLLC is the Debtor's
legal counsel.
BEACON SCIENTIFIC: Seeks to Hire McNamee Hosea as Legal Counsel
---------------------------------------------------------------
Beacon Scientific, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ McNamee, Hosea, P.A.
as its legal counsel.
The firm's services include:
a) preparing and filing the Debtor's bankruptcy schedules,
statement of affairs and other documents required by the court;
b) representing the Debtor at the initial debtor interview and
meeting of creditors;
c) advising the Debtor in connection with the formulation,
negotiation and promulgation of plans of reorganization and related
documents;
d) advising the Debtor concerning, and assisting in the
negotiation and documentation of financing agreements, debt
restructurings and related transactions;
e) reviewing the validity of liens asserted against the property
of the Debtor and advising the Debtor concerning the enforceability
of such liens;
f) preparing legal documents and reviewing all financial reports
to be filed in the Debtor's Chapter 11 case;
g) performing all other necessary legal services.
The firm will be paid at these rates:
Partners $350 per hour
Associates $325 per hour
Paralegals $105 per hour
The firm will also be reimbursed for its out-of-pocket expenses
Steven Goldberg, Esq., a partner at McNamee, Hosea, P.A., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Steven L. Goldberg, Esq.
McNamee, Hosea, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Tel: (301) 441-2420
Fax: (301) 982-9450
Email: sgoldberg@mhlawyers.com
About Beacon Scientific
Beacon Scientific, LLC -- https://www.beacon-scientific.com –- is
an engineering consulting firm serving clients in the insurance and
legal industries (among others) and performing failure analysis,
accident reconstruction (industrial and motor vehicle) and other
engineering consulting services. The company houses a
multi-disciplinary team of engineering experts that are experienced
in failure analysis, systems evaluation, and ultimately serving as
expert witnesses in litigation matters.
Beacon Scientific filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-13209)
on June 13, 2022, listing up to $50,000 in assets and up to
$500,000 in liabilities. Stephen Metz has been appointed as
Subchapter V trustee.
Steven L. Goldberg, of McNamee Hosea, P.A. is the Debtor's counsel.
BEAR COMMUNICATIONS: Seeks Cash Collateral Access
-------------------------------------------------
Bear Communications, LLC asks the U.S. Bankruptcy Court for the
District of Kansas for authority to use cash collateral and provide
adequate protection to Central Bank and Trust f/k/a Central Bank of
the Midwest.
The Debtor has on‐going costs that should be paid as a function
of the administration of the bankruptcy estate. The Debtor seeks
authority to pay these expenses from the funds on hand with the
Bank from the sale of the Debtor's assets:
a. Liberty Mutual Insurance: $77,733 for property insurance,
general liability insurance, vehicle insurance, and workers'
compensation insurance;
b. Taxes due on a VacTron trailer held by the Debtor in the
amount of approximately $3,000 (the figure changes as interest
accrues);
c. Salary for Bryant Gray in the amount of $40,000;
d. Accounting fees for SS&C in the amount of $10,000.00;
e. Fees due U.S. Trustee in an amount not to exceed $10,000
through September 30, 2022;
f. Gas, electric, internet and other utilities in an amount
not to exceed $1,500; and
g. Seed money for the liquidating trustee if the plan is
confirmed not to exceed $25,000.
Liberty Mutual intends to terminate coverage if it is not paid
$77,733 on or before July 6, 2022. Payment of that amount will
extend coverage to August 1, and Liberty will consider whether to
write new coverage after August 1. Also, an audit after the policy
terminates should generate a refund of an amount sufficient to
adequately protect the Bank for the amount of its cash collateral
used to pay the remaining premium that is due -- $77,733. More
importantly, if the premium is not paid, the entire $77,733 will be
offset against the eventual refund. If that were to occur, there
would be no adjustment to the premium amount resulting in a lower
premium refund. So the Debtor will receive approximately three
additional weeks of insurance coverage and a higher refund if the
premium is paid up front, rather than being offset from refund. The
Debtor estimates the refund will be between $180,000 and $270,000.
The Bank is secured in that refund.
On July 26, 2021, the Debtor provided the Bank, the United States
Small Business Administration, and the Unsecured Creditors
Committee a sale and marketing plan that outlined the Debtor's plan
to sell all or substantially all of the Debtor's assets and the
marketing efforts the Debtor proposed to undertake in order to
effectuate that plan. The Debtor has ceased all operations and,
pursuant to the Sale and Marketing Plan, and the cash collateral
orders implementing the Sale and Marketing Plan, the Debtor has
liquidated all of its physical assets with the exception of seven
trailers.
The proceeds from the sale of the assets are held in two DIP
accounts at the Bank. As of the filing of the Debtor's request, the
Bank is holding $1,408,060 in the DIP accounts. In addition, sales
proceeds from an auction of equipment and a dump trailer on June
16, 2022 totaling $3,592 have not yet been remitted to the Bank by
the auctioneer.
The Debtor and the Creditors' Committee have filed an Amended Plan
of Liquidation that is pending confirmation.
The Bank and the SBA have claimed an interest in cash collateral
and have received adequate protection payments from the Debtor in
the amount of $12,692 and $109, respectively, per week, from on or
about June 4, 2021 through March 18, 2022. The Debtor calculates
that to be 42 weekly payments totaling $533,064 to the Bank and
$4,578 to the SBA.
Under the terms of all the Cash Collateral Orders, the Bank and the
SBA were treated as oversecured creditors based solely on the total
value of the Debtor's prepetition assets listed in the Debtor's
schedules. The Bank, SBA, Creditors' Committee and the Debtor
agreed that if it was later determined that the Bank and/or the SBA
were undersecured, the adequate protection payments would be
disgorged.
The Bank is undersecured and the SBA is totally unsecured. The Bank
filed a proof of claim on August 30, 2021 for $5,899,295. The Bank
claims a lien in all assets owned by the Debtor. Further, the SBA
filed a proof of claim asserting a secured debt of $155,425. The
SBA has a UCC filed on all assets owned by the Debtor. The Bank's
security interest is higher priority than the SBA's.
As adequate protection for the Bank's interest in cash collateral,
the Debtor proposes:
a. As to the amount needed to pay Liberty Mutual, the Bank
will be repaid from the refund that is to be generated from the
audit.
b. As to the remaining sums sought by the Debtor, they will be
offset against the sums due the Debtor under the cash collateral
orders as a result of the Bank being undersecured.
A copy of the motion is available at https://bit.ly/3ypXV6X from
PacerMonitor.com.
About Bear Communications
Lawrence, Kan.-based Bear Communications, LLC --
http://www.bearcommunications.net-- is a communications contractor
offering aerial construction, underground construction, splicing,
subscriber drop placement, residential and commercial
installations, residential and commercial wiring, consulting, and
testing services.
Bear Communications filed its voluntary petition for Chapter 11
protection (Bankr. D. Kan. Case No. 21-10495) on May 28, 2021,
disclosing total assets of up to $50 million and total liabilities
of up to $100 million. Judge Dale L. Somers presides over the
case. W. Thomas Gilman, Esq., at Hinkle Law Firm LLC, represents
the Debtor as legal counsel.
The U.S. Trustee for Region 20 appointed an official committee of
unsecured creditors in the Debtor's case on June 29, 2021. The
committee is represented by Robert Hammeke, Esq., at Dentons US
LLP.
BLINK CHARGING: Trilantic Capital Entities Acquire 5.7% Stake
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, these entities reported that as of June 15, 2022, they
beneficially own 2,847,617 shares of common stock of Blink Charging
Co., representing 5.7 percent of the shares outstanding:
* Trilantic Capital Management L.P.
* TCP Sema SPV LLC
* Trilantic Energy Partners II Parallel (North America) L.P.
* Trilantic Capital Partners Associates VI L.P.
* Trilantic Energy Partners Associates II L.P.
* TCP SPV GP LLC
* Trilantic Capital Partners Associates MGP VI LLC
The percentage beneficial ownership is based on 50,198,180 shares
of common stock outstanding as of June 14, 2022.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/0001429764/000095014222002013/eh220263181_13g-blink.htm
About Blink Charging
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID)
f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is
an owner and operator of electric vehicle (EV) charging equipment
and has deployed over 30,000 charging ports across 18 countries,
many of which are networked EV charging stations, enabling EV
drivers to easily charge at any of the Company's charging locations
worldwide. Blink's principal line of products and services include
the Blink EV charging network, EV charging equipment, EV charging
services, and the products and services of recent acquisitions,
including Blue Corner and BlueLA. The Blink Network uses
proprietary, cloud-based software that operates, maintains, and
tracks the EV charging stations connected to the network and the
associated charging data.
Blink Charging reported a net loss of $55.12 million for the year
ended Dec. 31, 2021, a net loss of $17.85 million for the year
ended Dec. 31, 2020, a net loss of $9.65 million for the year ended
Dec. 31, 2019, and a net loss of $3.42 million for the year ended
Dec. 31, 2018. As of March 31, 2022, the Company had $221.27
million in total assets, $21.18 million in total liabilities, and
$200.09 million in total stockholders' equity.
BLUE DOLPHIN: Regains Compliance With OTC Markets Listing Rule
--------------------------------------------------------------
Blue Dolphin Energy Company has satisfied the requirements by the
OTC Markets Group Inc. to conduct annual shareholders' meetings.
Blue Dolphin was notified by the OTC Markets in a letter dated Jan.
14, 2022 that the Company was out of compliance with Section 2.5 of
OTCQX Rules. To regain compliance, OTC granted Blue Dolphin a cure
period to hold an annual meeting of stockholders within calendar
year 2022.
OTC has indicated that the compliance issue will be resolved upon
the filing of the Current Report on Form 8-K regarding the results
of its annual meeting. As of June 27, 2022 (the filing date of
Blue Dolphin's Current Report on Form 8-K), the Company satisfied
the requirements and was in full compliance with Section 2.5 of
OTCQX Rules.
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.
BLUE DOLPHIN: Two Proposals Passed at Annual Meeting
----------------------------------------------------
Blue Dolphin held its Annual Meeting of Stockholders at which the
stockholders elected Jonathan P. Carroll, Amitav Misra, Christopher
T. Morris, Ryan A. Bailey, and Herbert N. Whitney as directors, all
of whom will serve until the next annual meeting of stockholders,
or in each case until their successors are duly elected and
qualified, or until their earlier resignation or removal.
Meanwhile, UHY LLP was ratified as Blue Dolphin's independent
public accounting firm for the fiscal year ending Dec. 31, 2022.
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.
CAMELOT UK: S&P Alters Outlook to Positive, Affirms 'B' ICR
-----------------------------------------------------------
S&P Global Ratings revised its ratings outlook on U.S.-based
intellectual property (IP) and scientific information services
provider Camelot UK Holdco Ltd.'s (doing business as Clarivate) and
affirmed all its ratings, including the 'B' issuer credit rating.
S&P said, "The positive outlook reflects our expectation that
Clarivate will successfully integrate its recent acquisitions,
organically grow its revenue in the mid-single digit area and
generate substantial free operating cash flow such that S&P Global
Ratings-adjusted leverage will decline below 6x by the second half
of 2023.
"We forecast Clarivate's leverage will decline to the mid-5x area
in 2023 from the high-7x area in 2022 due to the nearing maturity
of its debt-like convertible preferred shares and its improving
EBITDA generation. After the completion of the ProQuest acquisition
in December 2021, the company's pro forma revenue base and EBTIDA
generation have improved substantially. However, due to the debt
issuance used to fund the transaction S&P Global Ratings-adjusted
leverage has remained elevated. As of March 31, 2022, the company's
S&P Global Ratings-adjusted debt totaled over $6.6 billion,
including $1.4 billion in debt-like series A mandatory convertible
preferred shares that it raised to partially fund the ProQuest
acquisition in 2021. We treat the preferred shares as debt in our
adjustments due to their debt-like characteristics including a
5.25% annual dividend. We will remove the preferred shares from our
debt adjustments at 12 months prior to their conversion date in
June 2024. Coupled with this reduction in adjusted debt in
mid-2023, we expect the company's EBITDA generation will improve
through 2022 and 2023 as the company benefits from expected
mid-single digit organic revenue growth, operational efficiencies,
and the reduction in integration expenses related to the ProQuest
acquisition. Specifically, we expect EBITDA margins around 30% in
2022 and improving to the mid-30% area in 2023. As a result of
declining adjusted leverage and improving EBITDA, we forecast
leverage will decline to the mid-5x area and adjusted free
operating cash flow (FOCF) to debt will improve to the 10% area by
the end of 2023.
"The company's financial policy may slow the pace of long-term
leverage reduction due to shareholder rewarding activities and
inorganic growth objectives. We removed our financial sponsor-owned
designation from Clarivate in 2021 due to the reduction of private
equity sponsors in its ownership structure and indications of a
less aggressive financial policy. However, the company recently
announced two important statements regarding its financial policy
that we believe may slow the path of deleveraging and cause S&P
Global Ratings-adjusted leverage to remain elevated."
First, the company announced a $1 billion share buyback program
over 2022 and 2023 to reward its equity shareholders. Despite
favorable cash flow prospects, S&P expects virtually all the
company's free operating cash flow after dividend payments will be
usedto fund this program. This leaves less cash on the balance
sheet and keeps net debt elevated. The company has not announced
further share buyback plans beyond 2023, but S&P expects Clarivate
to continue using this capital allocation option.
Second, Clarivate management has publicly stated the desire to
double the company's revenue base from both organic and inorganic
growth. S&P said, "We view this as consistent with its track record
of supplementing organic revenue growth with acquisitions that add
capabilities, improve its client reach, and diversify revenues.
While these transactions will be positive for the scale of the
business, we note the company has partially funded its past three
acquisitions of Decisions Resources Group (DRG), CPA Global, and
ProQuest with debt and debt-like securities. As a result, S&P
Global Ratings-adjusted leverage has remained above our upgrade
trigger to achieve a 'B+' rating. Given the size of inorganic
revenue growth the company envisions, it is very likely that future
acquisitions will be partially funded by debt or debt-like
securities. We believe the ultimate impact to the company's future
leverage profile will greatly depend on how it chooses to fund
these acquisitions by using a mix of equity, debt, or debt-like
securities. In addition to the mix of debt funding for these
transactions, we also highlight that ongoing acquisition activity
may increase the risk of operational missteps or accounting
misstatements (as experienced with the CPA global acquisition)"
S&P said, "Clarivate's tech-enabled data offerings are diverse and
provide good revenue visibility, supporting our expectation for
mid-single digit organic revenue growth over the next two years.
Including the recent addition of the ProQuest acquisition, we
expect total revenue to reach $2.8 billion in 2022 and grow
organically in the mid-single digit percentage area to $2.9 billion
in 2023. This revenue base is supported by the company's market
approach and client demand for its tech-enabled data offerings
proffered by its two operating segments. Clarivate's Science
segment, which comprises roughly two-thirds of total revenue
services client types including universities, health care
organizations, and research-oriented corporations with data-feeds,
research tools, and data-enabled consulting services. The
Intellectual Property segment , comprising one-third of the
company's revenues, provides intellectual property management
services including patent, trademark, and domain services and
expertise. In total, the company services a diverse array of
clients, roughly 50,000, in over 180 countries. Also, roughly 80%
of the company's sales are either subscription based or recurring
in nature (predictable annual renewals). The remaining 20% are
transaction-based services and subject to more direct one-off
interactions by the company's sales teams. Overall, we view this
revenue platform as favorable because it increases the
predictability of revenues and reduces the risk of substantial
operating performance declines due to events such as client losses.
Nevertheless, in our view, the most relevant risks to revenue
growth are an unforeseen deterioration in service capabilities, a
loss of perceived quality by clients, reductions in spending by
budget-conscious clients during economic downturns, or operational
missteps regarding transaction revenues.
"As a result of the company's expected revenue stability, we are
revising our leverage upgrade trigger to 6x from 5.5x.
"The positive outlook reflects our expectation that Clarivate will
successfully integrate its recent acquisitions, organically grow
its revenue in the mid-single digit area and generate substantial
free operating cash flow such that S&P Global Ratings-adjusted
leverage will decline below 6x by the second half of 2023."
S&P could revise the outlook back to stable if it expects leverage
to remain above 6x due to:
-- Partially debt-funded acquisitions that keep leverage elevated
on a pro forma basis;
-- Substantial shareholder rewarding activities that cause
leverage to remain high; or
-- Operational missteps that reduce EBITDA and cash flow growth.
S&P could raise its rating on Clarivate over the next 12 months
if:
-- It successfully integrates recent acquisitions such that S&P
expects it to increase organic revenue by the mid-single-digit
percent area;
-- S&P anticipates it will reduce its leverage below 6x and
sustain it at that level--including the potential for future
acquisitions; and
-- It generates FOCF to debt above the high-single-digit percent
area on a sustained basis.
ESG Credit Indicators: E-2, S-2, G-2
CANOPY GROWTH: Fitch Lowers LongTerm IDR to 'CCC'
-------------------------------------------------
Fitch Ratings has downgraded the ratings for Canopy Growth
Corporation and 11065220 Canada, Inc., including the Long-Term
Issuer Default Rating (IDR) to 'CCC' from 'B-'.
The ratings downgrade reflects Canopy's significant market share
losses in the Canadian market, given execution missteps and
operating challenges with pivoting its cultivation strategy, which
has resulted in weak operating results with an uncertain path to
profitability and reduced liquidity. As a result, it is highly
doubtful that Canopy can improve EBITDA trends to reach operating
cash flow breakeven in fiscal 2025(March 31) as Fitch previously
expected, and creates greater uncertainty around capital structure
sustainability.
Fitch could take further negative rating actions if Canopy pursues
a repayment/refinancing of the CAD600 million notes that Fitch
considers a distress debt exchange per criteria, a lack of
execution on the premiumization cultivation strategy, or Fitch's
view that the strategic incentive for Constellation to support
Canopy has lessened, as the current rating incorporates a one notch
uplift from the stand-alone credit profile (SCP) at 'CCC-'.
KEY RATING DRIVERS
Canadian Market Share Losses: 2021 Canadian cannabis retail sales
grew by around 50% to CAD4 billion according to Statistics Canada.
However, Canopy materially underperformed Fitch's and the company's
own expectations of growth in line with or better than the market,
with revenues in the Canadian cannabis channel decreasing by 10% in
fiscal 2022 to CAD258 million. Canopy lost share in part due to its
pivot away from the value segment.
Marketplace dynamics are challenging, including evolving consumer
preferences and the competitive environment with significant
pricing compression, particularly in the value segment that has
caused material profitability pressures within the sector.
Consequently, Canopy has recognized significant asset impairments.
The industry has already experienced one cycle of production
overexpansion and consolidation, as the sector matured following
legalization in 2018.
In response to the operating challenges, Canopy announced
restructuring actions that it expects to generate CAD100 million to
CAD150 million in savings during the next 12 to 18 months, focusing
on right-sizing cost structure, reducing cultivation costs and
increasing efficiencies across the supply chain.
Consistent Cultivation Strategy Key: A key strategy to improve
profitability, is a change in Canopy's genetics and cultivation
strategy to higher quality cannabis with the right attributes (i.e.
higher THC, single-strain, good terpenes) for the premium and
mainstream flower, pre-rolls, edible and vape markets, while using
the value segment as an outlet strategy. Canopy has several brands
to leverage this strategy including DOJA, 7ACRES, Tweed and Deep
Space. However, the transition in the genetics/cultivation strategy
has been challenging, and has taken longer than expected to produce
a consistent, higher-quality supply at commercial scale.
Fitch views Canopy's premiumization strategy and increased
distribution for BioSteel as coherent. Nevertheless, there are
still significant execution risks. The company believes it has made
material progress with its strategy given growth and positive mix
shift during 4Q22, and expects to have 100% of internally sourced
cannabis available for 2H23, supplemented by partnerships with
craft growers of selective strains to service the marketplace.
However, to increase market share and sustain top-line gains,
Canopy will also need to drive retail velocities focused on
budtender education and point-of-sale merchandising. BioSteel is
also expected to materially increase distribution to more than
50,000 points by end of fiscal 2023 as the company invests in the
brand.
Assessing Repayment Options: Canopy is assessing various options
for the repayment of the upcoming July 2023 CAD600 million notes.
Fitch believes Canopy's financing options have become more limited
given the broad downturn in market conditions, with its own market
cap declining to CAD1.8 billion from a peak of around CAD19 billion
in early 2021 following US elections. Canopy's cash and short-term
investments stands close to CAD1.4 billion at March 31, 2022. This
compares to around CAD2.3 billion a year ago.
Fitch expects the company could seek options to preserve liquidity
given ongoing high cash burn. As such, the company could pursue a
notes repayment option that Fitch views as a distressed debt
exchange.
Parent-Subsidiary Linkage: Canopy's ratings receive a one-notch
uplift from its SCP due to the stake Constellation Brands, Inc.
holds in the company. Constellation's investment totals CAD5.8
billion to date in the form of equity and convertible debentures.
Constellation holds a 35.3% stake at May 26, 2022 with additional
warrants to increase its stake.
Fitch believes a medium strategic linkage exists between the two
companies given Canopy's portfolio adjacencies that could support
moderate growth potential and reasonable financial value to
Constellation's future group profile following U.S. federal
legalization of THC. Canopy has leveraged some of Constellation's
capabilities in support of its strategic initiatives with market
research, product development, manufacturing, government relations
and distribution capabilities including BioSteel.
Constellation holds four of seven board seats at Canopy, and
several past senior Constellation executives hold key positions at
Canopy. Fitch could revisit Fitch's views with the strategic
linkage based on lack of execution with its premiumization strategy
and/or lack of material US cannabis reform.
U.S. THC Optionality: Canopy has taken steps to bolster its
competitive position with good optionality in the U.S. upon federal
permissibility of THC, due to several delayed acquisition
agreements. However, U.S. federal legalization timing is highly
uncertain, with significant hurdles given Congressional inaction
due to political uncertainties around differing party views on
cannabis reforms.
In addition, it is uncertain whether Canopy could exercise rights
to full control prior to U.S. federal legalization of THC in the
event Congress passes a bill around potential federal banking
reforms. Thus, while these entities generate around USD500 million
in revenue and more than USD100 million in EBITDA, Canopy's
financial profile does not currently benefit from these
investments.
DERIVATION SUMMARY
Canopy's 'CCC' rating reflects the significant market share losses
in the Canadian market given execution missteps and challenges with
pivoting its cultivation strategy, which has resulted in weak
operating results with an uncertain path to profitability and
reduced liquidity. As a result, Canopy has pursued actions to
right-size cost structure, improve efficiencies, and is in the
midst of pivoting its genetics and cultivation strategy away from
value to the premium and mainstream segments that has been slower
than expected.
The rating also considers Canopy's position as a scaled Canadian
licensed producer with an extensive cannabis portfolio in the
medical and recreational market with leading premium market shares,
significant licensed cultivation and production operations,
portfolio of related CPG brands, and a pathway to a potentially
much larger U.S. THC market upon federal permissibility of THC or
at Canopy's discretion due to several delayed acquisition
agreements.
The company has approximately CAD1.4 billion in cash, cash
equivalents and short-term investments. Constellation's equity
stake and strategic partnership meaningfully expands Canopy's
capabilities while also presenting another potential source of
capital. Canopy's ratings receive a one-notch uplift from its
'CCC-' SCP due to Constellation's minority interest in the
company.
Canopy is rated lower than Legends Hospitality Holding Company, LLC
(B-/Stable); Knowlton Development Corporation Inc. (KDC,
B-/Stable); and WeWork Companies LLC (CCC+).
Legends' rating reflects the ongoing recovery of the company's
financial metrics following pandemic-related disruptions to its
business model, which drove EBITDA negative in 2020, with Fitch
expecting leverage to return to the low-7x in 2022 and FCF
approaching neutral in 2023.
WeWork's 'CCC+' IDR reflects Fitch's view that the business model
appears viable exiting the coronavirus pandemic having right sized
its footprint and cost structure. FCF has remained consistently
negative but has improved over the past year. However, the
company's FCF outlook is subject to risks and uncertainties,
particularly to the extent office demand is structurally weak over
the medium term. WeWork's financial policy while supportive of
providing needed liquidity may not be sufficient in the medium term
to protect creditors.
KDC's 'B-' Issuer Default Rating (IDR) reflects KDC's status as a
global leader in custom formulation, packaging and manufacturing
solutions for beauty, personal care and home care brands, supported
by a diverse product portfolio and customer base, ranging from
blue-chip names to "indie" brands, with whom the company typically
maintains long-term relationships.
Fitch expects KDC's broadening platform, including the recent
Aerofil acquisition, and investment in R&D will enable the company
to sustain modest organic revenue growth over the long term. While
the recent strategic investment by KKR affords the company
significant financial flexibility in the near term, the ratings are
constrained by KDC's highly acquisitive strategy, which Fitch
expects could result in debt/EBITDA trending in the 7.0x range over
time, up from around 6.0x today proforma for the KKR investment.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer:
-- Revenue increase of approximately 8% in fiscal 2023 to mid-
CAD500 million range supported by successful execution on the
genetics cultivation strategy reflecting increased premium and
mainstream market shares, increased distribution of BioSteel
and volume growth in Storz and Bickel products. Growth in
fiscal 2024 to around CAD 700 million driven by similar
factors;
-- EBITDA deficit in the mid CAD200 million range versus negative
CAD410 million in fiscal 2022, reflecting improved operating
leverage supported by top-line growth, margin/mix benefits
from premiumization strategy and efficiency cost savings
initiatives. EBITDA deficit narrowing but remaining negative
through fiscal 2025;
-- Capital spending of around CAD 50 million;
-- FCF deficit of close to CAD500 million in fiscal 2023,
decreasing to around CAD250 million in fiscal 2024;
-- Bolt-on M/A transaction structured similar to Jetty Extracts
targeting the U.S. THC market utilizing structured investments
prior to federal permissibility;
-- Successful repayment/refinancing of convertible notes
maturity;
-- Forecast does not assume any changes in US Cannabis laws
regarding federal THC permissibility or federal banking
reforms.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Good execution with on-going strategic initiatives that
results in greater clarity around a pathway to profitability
that generates positive EBITDA, significant reduction in
operating deficits and improved liquidity to fund ongoing
operations and necessary investments over the next 24 to 36
months;
-- Positive changes in the regulatory environment.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Canopy enters into an agreement with convertible bondholders
that could be classified as a Distress Debt Exchange Rating
per Fitch's Criteria;
-- Lack of execution on premiumization strategy and profitability
improvement that is materially lower than expectations of
Canopy reaching EBITDA positive in fiscal 2024 excluding
investments in BioSteel and U.S. THC that raises concerns
about the sustainability of its capital structure;
-- A material adverse change in the strategic relationship with
Constellation or Fitch's assessment that the moderate
strategic linkage between Constellation and Canopy has
weakened.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
High Cash Burn, Weakening Liquidity: The ongoing cash burn and M&A
strategy combined with current market conditions have eroded
Canopy's liquidity position and could hamper its ability to access
additional capital. Cash, cash equivalents and short-term
investments totalled CAD1.4 billion at the end of fiscal 2022. This
compares to around CAD2.3 billion for fiscal 2021.
Canopy's liquidity was supplemented in March 2021 with a USD750
million senior secured term loan facility due 2026. The company
also has a USD500 million accordion feature on the term loan
facility. Fitch does not assume Canopy will draw on the accordion
as the company reviews alternatives to repay/refinance the CAD600
million convertible notes. The term loan facility has a minimum
liquidity covenant of USD200 million.
Recovery Considerations
For issuers with IDRs at 'B+' and below, Fitch performs a recovery
analysis for each class of obligations. Issue ratings are derived
from the IDR and the relevant Recovery Rating (RR) and notching
based on expected recoveries in a distressed scenario. Fitch takes
the higher of liquidation value or enterprise value (EV, based on
6.0x multiple applied to the stressed EBITDA) to determine the
waterfall recoveries.
The 6.0x for Canopy considers historical bankruptcy exit multiples
for CPG companies ranging from 4.0x to 10.0x, with a median
reorganization multiple of 6.3x. The 6.0x for Canopy considers
Canopy's brands and Constellation's current operational and
financial support. Fitch also considers the value accorded to the
agreements to purchase interests for Wana, Jetty Extracts, Acreage
Holdings and TerrAscend Corporation which has been stressed from
current levels.
For Canopy, the recovery of the USD750 million term loan is based
on liquidation value of the assets rather than a going concern
enterprise value. To derive the going concern enterprise value of
$1.1 billion, Fitch assumes a going concern EBITDA of around CAD100
million valued at a 6x multiple. This assumes (i) an estimated
normalized post-restructuring revenue of around CAD775 million,
which currently aligns with the midpoint of Fitch's fiscal 2024 and
2025 forecasts with more than half of revenue projected to come
from global cannabis revenues, and the remaining portion from U.S.
CPG brands (including BioSteel, Storz & Bickel), (ii) EBITDA
margins of 12% and (iii) additional value from affiliates, minority
interests and other of roughly CAD500 million that considers the
delayed acquisition agreements.
In deriving a liquidation value of the assets for around CAD1.4
billion, Fitch considered the liquidation value of inventory,
receivables, and net property, plant and equipment assumed at the
end of fiscal 2022, and applied various advance rates. Fitch also
considered liquidation value of around CAD800 million for Storz &
Bickel, BioSteel, Thisworks and the delayed acquisition agreements
for Wana Brands, Jetty Extracts, Acreage and TerrAscend.
Fitch assumes borrowings under the USD750 million Term Loan and no
borrowings on the USD500 million accordion. Given the roughly
CAD1.4 billion in EV and a 10% reduction for administrative claims,
the recovery analysis for the term loan results in a recovery
corresponding to 'B'/'RR1'.
ISSUER PROFILE
Canopy is a leading global diversified cannabis and hemp company
based in Canada that primarily produces, distributes and sells
recreational and medical cannabis and hemp-based products. Canopy
offers a large portfolio of branded cannabis and CBD product
offerings, cannabis vaporizers and non-cannabis consumer packaged
goods.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fair value of debt adjusted to reflect debt amount payable on
maturity, stock-based compensation, transactions expenses,
impairments and restructuring costs.
ESG CONSIDERATIONS
Canopy Growth Corporation has an ESG Relevance Score of '4' [+] for
Exposure to Social Impacts. This is due to Canopy's core business
focusing on a portfolio of cannabis and CBD product offerings
benefits from shifting consumer preferences toward recreational,
medicinal and health/wellness usage, and ongoing legalization that
is in various stages in Canada, the U.S. and Germany, which has a
positive impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
11065220 Canada, LT IDR CCC Downgrade B-
Inc.
senior secured LT B Downgrade RR1 BB-
Canopy Growth LT IDR CCC Downgrade B-
Corporation
senior secured LT B Downgrade RR1 BB-
CASTLELAKE AVIATION: Fitch Affirms 'BB' LongTerm IDR
----------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
Castlelake Aviation Limited (CA) and its wholly owned subsidiaries,
Castlelake Aviation Finance DAC (CAF) and Castlelake Aviation One
DAC (CAO) at 'BB'. The Rating Outlook is Stable. Fitch has also
affirmed the ratings on CAO's senior secured term loan B and CAF's
senior secured revolving credit facility at 'BB+', and CAF's senior
unsecured note rating at 'BB'.
These rating actions are being taken in conjunction with a global
aircraft leasing sector review conducted today by Fitch, covering
nine publicly rated firms.
KEY RATING DRIVERS
The ratings affirmation reflects CA's young fleet with one of the
longest weighted average (WA) remaining lease terms amongst peers,
adequate targeted leverage, the absence of order book purchase
commitments, low level of near-term debt maturities, and strong
liquidity metrics. The ratings also consider the company's business
profile that benefits from its affiliation with Castlelake LP,
which has an established position as a lessor of midlife and older
commercial aircraft, its management experience and track record in
underwriting, servicing and managing a sizeable global aircraft
portfolio.
Execution risk associated with the company's aggressive, albeit
potentially attainable, growth targets and accompanying financing
objectives are the primary rating constraints for CA. The company's
largely secured funding profile, a smaller and significantly
concentrated portfolio with lower exposure to narrowbody aircraft
relative to peers, higher than average exposure to weaker credit
airlines, and weaker projected profitability over the next two
years also limit its rating. Fitch also notes potential governance
and conflict of interest risks associated with CA's
externally-managed business model, limited number of independent
board members and ownership by a fixed-life private fund
structure.
Rating constraints applicable to the aircraft leasing industry more
broadly include the monoline nature of the business; vulnerability
to exogenous shocks; sensitivity to higher oil prices, inflation
and unemployment, which negatively impact travel demand; potential
exposure to residual value risk; and reliance on wholesale funding
sources.
CA owned 79 aircraft with a WA age of six years and a WA remaining
lease term of 10 years at March 31, 2022, which represents a young
portfolio with one of the longest WA remaining lease terms amongst
Fitch-rated peers. The company's portfolio had a net book value of
approximately $2.2 billion at 1Q22.
Fitch anticipates that CA's aggressive growth strategy and focus on
sale-leaseback transactions will have a negative effect on
near-term profitability given competition for those transactions.
Fitch expects the company will generate annual pre-tax ROAA of
approximately 1.3% in 2022 and 1.6% in 2023, which is commensurate
with Fitch's 'bb' category earnings and profitability benchmark
range of 1% to 4% for balance sheet heavy leasing companies with an
operating environment factor score in the 'bbb' category.
CA's debt-to-tangible common equity was 2.2x at March 31, 2022. The
company has articulated a leverage target on a net debt to equity
basis in the range of 2.5x-3.0x, which should translate to
approximately 2.7x-3.2x on a gross debt to tangible equity basis.
Fitch believes CA's leverage target is appropriate in the context
of its fleet quality.
Unsecured debt represented slightly above 20% of CA's total debt at
March 31, 2022, which is below the peer average. Fitch expects CA
will rely predominantly on secured borrowings to fund its
operations over the near term, but Fitch would view additional
unsecured issuance favorably as it would increase unencumbered
assets and provide enhanced financial flexibility.
CA had adequate near-term liquidity at 1Q22, including $499 million
of availability on its revolving credit facility and $159 million
of unrestricted cash, which is sufficient to cover the company's
purchase commitments of $293 million and $21 million debt maturing
over the next 12 months. Fitch believes refinancing risk is low
given the low level of debt maturing in the next 12 months.
The Stable Rating Outlook reflects Fitch's expectation that CA will
manage its balance sheet growth in order to maintain sufficient
headroom relative to its targeted leverage range and Fitch's
negative rating sensitivities over the Rating Outlook horizon,
despite Fitch's expectations for increased macro challenges,
including the Russia-Ukraine conflict, elevated market volatility,
rising interest rates, growing inflation, and lingering pandemic
variants, that could delay the air traffic recovery leading into
2023. The Stable Rating Outlook also reflects expectations for the
maintenance of a strong liquidity position, given the lack of order
book purchase commitments with aircraft manufacturers.
The senior secured debt ratings are one-notch above CA's Long-Term
IDR and reflect the aircraft collateral backing the obligations,
which suggest good recovery prospects.
The senior unsecured debt rating is equalized with CAF's Long-Term
IDR reflecting expectations for average recovery prospects in a
stressed scenario given the availability of unencumbered assets.
SUBSIDIARY RATINGS
The Long-Term IDRs assigned to CAF and CAO are equalized with that
of CA given they are wholly owned and highly integrated
subsidiaries of the company.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
CA's ratings could be positively influenced by solid execution with
respect to planned growth targets and outlined long-term strategic
financial objectives, including maintenance of leverage within the
targeted range. Ratings could also benefit from enhanced scale and
an improved risk profile of the portfolio, as exhibited by stronger
lessee diversification, reduced exposure to weaker airlines,
maintenance of the impairment ratio below 1%, and increases in the
proportion of Tier 1 aircraft and narrowbody aircraft.
An upgrade would be also conditioned upon achieving a sustained
return on average assets in excess of 2.5% and unsecured debt
approaching or in excess of 35% of total debt, while achieving and
maintaining unencumbered assets coverage of unsecured debt in
excess of 1.0x. Any potential upward rating momentum would also be
evaluated in the context of potential governance and conflict of
interest risks associated with CA's externally managed business
model, limited number of independent board members and ownership by
a fixed-life private fund structure.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
Pandemic and/or stagflation-driven pressure on airlines, that lead
to additional lease restructurings, rejections, lessee defaults,
and impairments, which negatively impact the company's cash flow
generation, profitability, and liquidity position could yield
negative rating actions. A weakening of the company's projected
long-term cash flow generation, profitability and liquidity
coverage falling below 1.0x and/or a sustained increase in leverage
above 4x would also be viewed negatively.
The senior secured debt ratings are primarily sensitive to changes
in CA's IDR and secondarily to the relative recovery prospects of
the instruments.
The senior unsecured debt rating is primarily sensitive to changes
in CAF's Long-Term IDR and secondarily to the relative recovery
prospects of the instruments. A decline in unencumbered asset
coverage, combined with a material increase in secured debt, could
result in the notching of the unsecured debt down from the
Long-Term IDR.
SUBSIDISARY RATINGS
The Long-Term IDRs assigned to CAF and CAO are primarily sensitive
to changes in CA's ratings given they are wholly owned and highly
integrated subsidiaries of the company.
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
CA has an ESG Relevance Score of '4' for Management Strategy due to
execution risk associated with the operational implementation of
the company's outlined strategy. This has a negative impact on the
credit profile and is relevant to the ratings in conjunction with
other factors.
CA has an ESG Relevance Score of '4' for Governance Structure due
to potential governance and conflict of interest risks associated
with CA's externally-managed business model, limited number of
independent board members and ownership by a fixed-life private
fund structure. This has a negative impact on the credit profile
and is relevant to the ratings in conjunction with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
DEBT RATING PRIOR
---- ------ -----
Castlelake Aviation LT IDR BB Affirmed BB
One Designated
Activity Company
senior secured LT BB+ Affirmed BB+
Castlelake Aviation LT IDR BB Affirmed BB
Limited
Castlelake Aviation LT IDR BB Affirmed BB
Finance Designated
Activity Company
senior unsecured LT BB Affirmed BB
senior secured LT BB+ Affirmed BB+
CELSIUS NETWORKS: Goldman Aims to Raise $2 Bil. to Buy Crypto Asset
-------------------------------------------------------------------
Jordan Lyanchev of CryptoPotato reports that Goldman Sachs aims to
raise $2 billion to buy Celsius Network's crypto assets at a
discount.
Goldman Sachs will reportedly raise $2 billion to accumulate
distressed assets from Celsius Network.
If the situation with Celsius worsens any further and the company
has to file for bankruptcy, Goldman wants to be ready to buy up
crypto assets at a discount. As such, the Wall Street behemoth aims
to raise $2 billion, reports say.
CryptoPotato reported the drama that unfolded with Celsius earlier
this month whence the crypto lender halted withdrawals, as well as
all other services on its platform. Yet, that happened only after
it transferred more than $300 million in digital assets to FTX.
The services are still inoperational, while the firm’s CEO
reassured the team is “working around the clock” to resolve the
problems. Celsius also hired restructuring lawyers, but it had to
pause any social media interactions with clients.
Citing sources familiar with the matter, CoinDesk reported on
Friday, June 24, 2022, that Goldman Sachs wants to get involved
after previous investors refuted to bail out the crypto lender.
Goldman plans to raise $2 billion from investors to purchase hugely
discounted digital assets from Celsius, should the latter file for
bankruptcy.
Thus, the giant bank continues to dig deeper in the cryptocurrency
industry, following talks with FTX for derivatives services,
collateralizing BTC for bitcoin-backed loans, and a lot more years
after bashing it.
Celsius, on the other hand, also received offers to sell its assets
to Nexo. More recent reports indicated that another Wall Street
household name – Citibank – wants to get involved as well.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
According to Reuters, the market for digital assets has in recent
months been roiled by extreme volatility as investors dump risky
assets on fears that aggressive interest rate hikes to tame
stubborn inflation could plunge the economy into recession.
The company had about $25 billion in assets in October 2021. But
in May 2022, Celsius' assets were down to $11.8 billion. In June,
it froze withdrawals, swaps, and transfers earlier this June 2022
due to extreme market volatility.
According to reports, Celsius Network LLC has hired restructuring
consultants from advisory firm Alvarez & Marsal and Akin Gump
Strauss Hauer & Feld LLP to advise on a possible bankruptcy filing.
CINEMARK HOLDINGS: S&P Alters Outlook to Positive, Affirms 'B' ICR
------------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Cinemark Holdings
Inc. to positive from stable and affirmed all its ratings,
including the 'B' issuer credit rating.
The positive outlook reflects the potential for Cinemark's leverage
to improve below the upgrade threshold in the first half of 2023,
which could support a higher rating..
Cinemark's revenues will improve substantially over the next two
years as theatrical attendance recovers from the pandemic. S&P
said, "We expect industrywide domestic box office revenue to
rebound to about 70% of 2019 levels in 2022 supported by a removal
of pandemic-era social distancing restrictions, improving consumer
confidence for out-of-home entertainment, and a solid 2022 film
slate. Over the past six months domestic audiences have returned to
cinemas for films such as Spider-Man: No Way Home, The Batman,
Doctor Strange in the Multiverse of Madness, and Top Gun: Maverick,
and we expect the domestic box office will reach $7.5 billion to $8
billion in 2022 and improve further to the $9 billion area in 2023,
driven primarily by big-budget films. In our view, the theatrical
release model remains the best option for major studios to monetize
and market big-budget movies not only for initial box office
proceeds but also for the success of long-term licensing
agreements."
S&P said, "We forecast Cinemark's total revenue to grow by 65%-70%
in 2022 (over 75% of 2019 levels) and around 20% in 2023 (over 90%
of 2019 levels). We expect Cinemark's total attendance to reach
over 65% of 2019 levels in 2022 and nearly 80% of 2019 levels in
2023. Also, we expect admission revenues will be bolstered by
favorable average ticket prices, which have reached all-time highs
across the industry due to price adjustments, fewer discount
showtimes (i.e. matinees), and a higher mix of premium large format
(PLF) shows. We expect these prices will remain relatively stable
in 2022 and 2023 due to a higher mix of lower-priced ticket
showtimes offset by dynamic pricing, inflation-based adjustments,
and a sustained mix of PLF showtimes. Finally, we expect concession
prices, which have been high during Cinemark's recovery from the
pandemic, to remain favorable to revenue generation. As the number
of matinee showtimes increases, average concession per patron will
come under pressure but we believe inflation-based pass-throughs
and a higher mix of premium concessions will largely offset this
dynamic, resulting in average concessions per patron declining only
marginally over the next two years."
Structural changes to the film distribution model and macroeconomic
concerns could prevent attendance from fully recovering. Despite
favorable trends, there remains substantial risk to a full recovery
in attendance for movie exhibitors. Foremost, during the pandemic
many film studios experimented with day-and-date releases (e.g.
releasing certain films in theaters and on streaming services
simultaneously). While this practice has abated, it has introduced
some permanent changes to the film distribution model.
Specifically, most films being shown exclusively in theaters have a
45-day window of exclusivity, which is much shorter than the
typical pre-pandemic period of 70 days or more. Historically, most
box office revenues have been collected in the first month of a
film's release, but an advertised shorter exclusive theatrical
window could incentivize consumers to wait for a film to be
released on an at-home video platform.
More importantly to the distribution model is the change in the
kinds of films that are being released exclusively in theaters.
Specifically, we expect small to midsized films will comprise a
smaller percentage of the box office going forward, as exemplified
by the 2022 film slate's heavy reliance on large tent-pole films.
While pandemic-induced production delays have been one reason for
fewer smaller-budget films in 2022, S&P believes this theatrical
mix shift away from lower-budget films is also a function of the
increased opportunities available to studios from third-party
steamers or, in some cases, in-house streaming services (i.e.
Disney+). As a result, S&P not only expect fewer moviegoers to
frequent cinemas but it also believes box office sales will be more
volatile as they depend on the success of a smaller basket of
films.
In addition, the weakening economic outlook poses a potential risk
to theatrical revenues. Historically, cinema attendance has been
relatively resilient during economic downturns due to the relative
affordability of this out-of-home entertainment option. While S&P
expects this trend to hold in general, the current state of the
industry represents a unique set of challenges: average ticket
prices are at an all-time high, and consumers have never had more
options for how to consume video content in the home. In the event
of an economic recession, consumers are likely to be increasingly
sensitive to spending their discretionary income and may choose
lower-cost in-home viewing options. This could hurt attendance at
movie theaters just as they are most in need of audiences
returning. Consequently, it may prompt exhibitors to adjust their
pricing tactics for tickets and concessions, such that total
revenues are less than currently planned.
In S&P's view, even aside from a material economic downturn,
industrywide attendance at movie theaters is unlikely return to
pre-pandemic levels for the next few years.
Cinemark's EBITDA generation will recover but lag the rate of
improvement in its revenue base. S&P said, "We expect the company's
profitability will improve as revenues return and the company
benefits from operating leverage based on its fixed costs like rent
payments and overhead. However, we expect variable costs such as
concessions and wages to be incrementally more expensive over 2022
and into 2023. There is a shortage of raw materials, such as
popcorn kernels, soy-based products, and canola oil, mainly because
of geopolitical events and supply chain issues. Even though
Cinemark has medium-term sourcing agreements, we expect the rising
costs of these items will cause concession gross margins to shrink
in 2022 versus pre-pandemic levels. In addition, we expect the
company's largest variable cost, wages for its front-line
employees, will confront macroeconomic factors and the tight labor
market. Cinemark will likely need to continue to pay above its
historical wage rates to appropriately staff its hourly workers to
service the rising attendance at its theater locations. We expect
the company will offset some of these rising costs with efficiency
initiatives and technology alternatives, but these rising costs
will also pressure gross margin expansion and limit the company's
EBITDA generation. As a result, we expect Cinemark's EBITDA margins
will improve to the 25% area in 2022 and over 26% in 2023."
S&P said, "We forecast Cinemark's leverage to decline below the 5x
upgrade threshold by mid-2023. The company's leverage will
organically decline to the low-5x area in 2022 and the low-4x area
in 2023 due to growing EBITDA generation and a stable adjusted debt
burden. We expect the improving EBITDA base will contribute to at
least break-even reported free operating cash flow (FOCF) in 2022
and at least $85 million in reported FOCF in 2023 (after elevated
capital expenditure (capex) spending). Even if the company
reinstates its dividend partway through 2023, which is our current
assumption, we forecast the reported debt balance will remain
roughly stable over the next two years. Our forecasted debt
leverage for Cinemark does not include any early pre-payment of
debt or a refinancing of the company's more-onerous interest rate
bearing securities such as the 8.75% senior secured notes. Should
the company pursue a more prudent financial policy by resolving
these items, its leverage could improve faster than our current
expectations."
The positive outlook reflects the potential for Cinemark's leverage
to improve below the 5x upgrade threshold in the first half of 2023
due to expected recovering box office attendance well over 65% of
2019 levels, favorable ticket pricing, and strong concession sales
such that both EBITDA and cash flow improve materially in 2022 and
2023.
S&P said, "We could revise our outlook on Cinemark to stable if the
recovery in the theatrical exhibition industry is slower than we
expect such that Cinemark is not able to generate sufficient EBITDA
or cash flow to lower its leverage below the 5x area. This scenario
could be caused by ongoing pandemic concerns that mute attendance
growth in cinemas, unexpected disruptions to the theatrical release
model, and lower-than-expected profitability for Cinemark's
theatrical tickets or concessions. In this scenario, theatrical
attendance is likely to stay below 65% of 2019 levels and EBITDA
margins are likely to stay below 25%, leading to negative FOCF
through 2023.
"We could raise our rating on Cinemark if the company's leverage
declines below the 5x area supported by an improving recovery trend
in the theatrical exhibition industry. In our view, this scenario
will likely include attendance levels well over 65%, stable average
ticket prices, and elevated concession sales."
ESG Credit Indicators: E-2, S-3, G-2
S&P said, "We revised our social risk indicator to 'S-3' from 'S-4'
to reflect our expectations that health and safety social factors
have improved and are now a moderately negative factor in our
credit analysis. We expect the theatrical attendance and revenues
will improve in 2022 and 2023 due to a reduction in social
distancing practices and movie theater closures brought on by the
COVID-19 pandemic. Nevertheless, we expect these social factors
will continue to affect Cinemark over our forecast period as the
theatrical exhibition industry recovers."
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Health and safety
CKH RISK MANAGEMENT: Taps Langley & Banack as Legal Counsel
-----------------------------------------------------------
CKH Risk Management, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Langley & Banack,
Inc. to handle its Chapter 11 case.
The firm will be paid at the rate of $400 per hour and will be
reimbursed for its out-of-pocket expenses.
The retainer fee is $15,000.
William Davis, Jr., Esq., a partner at Langley & Banack, disclosed
in a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
William R. Davis, Jr., Esq.
Langley & Banack, Inc.
745 E. Mulberry, Suite 700
San Antonio, TX 78212
Tel: (210) 736-6600
Email: wrdavis@langleybanack.com
About CKH Risk Management
CKH Risk Management, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Texas Case No. 22-50646) on June 10, 2022, disclosing
as much as $1 million in both assets and liabilities. Judge Craig
A. Gargotta oversees the case.
The Debtor is represented by William R. Davis, Jr., Esq., at
Langley & Banack, Inc.
CTI BIOPHARMA: Growth Equity, et al. Report 8.8% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of CTI BioPharma Corp. as of June 7, 2022:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------- -------
Growth Equity Opportunities 9,613,101 8.8%
Fund V, LLC
New Enterprise Associates 9,613,101 8.8%
16, L.P.
NEA Partners 16, L.P. 9,613,101 8.8%
NEA 16 GP, LLC 9,613,101 8.8%
Forest Baskett 9,613,101 8.8%
Ali Behbahani 9,613,101 8.8%
Carmen Chang 9,613,101 8.8%
Anthony A. Florence, Jr. 9,613,101 8.8%
Mohamad H. Makhzoumi 9,613,101 8.8%
Scott D. Sandell 9,613,101 8.8%
Peter W. Sonsini 9,613,101 8.8%
Paul Walker 9,613,101 8.8%
The percentage was calculated based on 108,966,855 shares of Common
Stock outstanding, as of May 5, 2022 and disclosed in the Issuer's
Form 10-Q filed with the SEC on March 31, 2022.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/891293/000107261322000460/cti-geo5_18625.htm
About CTI BioPharma
Headquartered in Seattle, Washington, CTI BioPharma Corp. is a
biopharmaceutical company focused on the acquisition, development
and commercialization of novel targeted therapies for blood-related
cancers that offer a unique benefit to patients and their
healthcare providers. The Company concentrates its efforts on
treatments that target blood-related cancers where there is an
unmet medical need. In particular, the Company is focused on
evaluating pacritinib, its sole product candidate currently in
active development, for the treatment of adult patients with
myelofibrosis. In addition, the Company has recently started
developing pacritinib for use in hospitalized patients with severe
COVID-19, in response to the COVID-19 pandemic.
CTI Biopharma reported a net loss of $97.91 million for the year
ended Dec. 31, 2021, compared to a net loss of $52.45 million for
the year ended Dec. 31, 2020. As of March 31, 2022, the Company
had $131.44 million in total assets, $159.35 million in total
liabilities, and a total stockholders' deficit of $27.92 million.
Seattle, Washington-based Ernst & Young LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
CUENTAS INC: Falls Short of Nasdaq Minimum Bid Price Requirement
----------------------------------------------------------------
Cuentas, Inc. received notice from The NASDAQ Stock Market
indicating that, because the closing bid price for the Company's
common stock has fallen below $1.00 per share for 31 consecutive
business days, the Company no longer complies with the minimum bid
price requirement for continued listing on the Nasdaq Capital
Market under Rule 5550(a)(2) of Nasdaq Listing Rules.
Nasdaq's notice has no immediate effect on the listing of the
Company's common stock on the Nasdaq Capital Market. Pursuant to
Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been
provided an initial compliance period of 180 calendar days, or
until Dec. 19, 2022, to regain compliance with the minimum bid
price requirement. To regain compliance, the closing bid price of
the Company's common stock must meet or exceed $1.00 per share for
a minimum of 10 consecutive business days prior to Dec. 19, 2022.
If the Company does not regain compliance by Dec. 19, 2022, the
Company may be eligible for an additional grace period. To
qualify, the Company would be required to meet the continued
listing requirements for market value of publicly held shares and
all other initial listing standards for the Nasdaq Capital Market,
with the exception of the minimum bid price requirement, and
provide written notice of its intention to cure the minimum bid
price deficiency during the second compliance period. If the
Company meets these requirements, the Nasdaq staff will grant an
additional 180 calendar days for the Company to regain compliance
with the minimum bid price requirement. If the Nasdaq staff
determines that the Company will not be able to cure the
deficiency, or if the Company is otherwise not eligible for such
additional compliance period, Nasdaq will provide notice that the
Company's common stock will be subject to delisting. The Company
would have the right to appeal a determination to delist its common
stock, and the common stock would remain listed on the Nasdaq
Capital Market until the completion of the appeal process.
About Cuentas
Headquartered in Miami, Florida, Cuentas, Inc. --
http://www.cuentas.com-- invests in financial technology and
engages in use of certain licensed technology to provide innovative
telecommunications, mobility, and remittance solutions to
unserved,
unbanked, and emerging markets. The Company uses proprietary
technology and certain licensed technology to provide innovative
telecommunications and telecommunications mobility and remittance
solutions in emerging markets. The Company also offers wholesale
telecommunications minutes and prepaid telecommunications minutes
to consumers through its Tel3 division.
Cuentas reported a net loss attributable to the company of $10.73
million for the year ended Dec. 31, 2021, a net loss attributable
to the company of $8.10 million for the year ended Dec. 31, 2020, a
net loss attributable to the company of $1.32 million for the year
ended Dec. 31, 2019, and a net loss of $3.56 million for the year
ended Dec. 31, 2018. As of March 31, 2022, the Company had $9.68
million in total assets, $3.31 million in total liabilities, and
$6.36 million in total stockholders' equity.
CYTOSORBENTS CORP: Avenir Corp, et al. Report 4.95% Equity Stake
----------------------------------------------------------------
Avenir Corporation, Peter C. Keefe, and James H. Rooney disclosed
in a Schedule 13G/A filed with the Securities and Exchange
Commission that as of May 26, 2022, they beneficially own 2,156,833
shares of common stock of CytoSorbents Corporation, representing
4.95 percent of the shares outstanding. A full-text copy of the
regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1175151/000103347522000006/ctso13g_amd1_2022.txt
About CytoSorbents
Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification. Its flagship product, CytoSorb, is approved in the
European Union with distribution in more than 70 countries around
the world as an extracorporeal cytokine adsorber designed to reduce
the "cytokine storm" or "cytokine release syndrome" seen in common
critical illnesses that may result in massive inflammation, organ
failure and patient death.
Cytosorbents reported a net loss of $24.56 million for the year
ended Dec. 31, 2021, a net loss of $7.84 million for the year
ended
Dec. 31, 2020, a net loss of $19.26 million for the year ended Dec.
31, 2019, and a net loss of $17.21 million for the year ended Dec.
31, 2018. As of March 31, 2022, the Company had $83.27 million in
total assets, $27.84 million in total liabilities, and $55.43
million in total stockholders' equity.
D & L REAL ESTATE: Starts Chapter 11 Subchapter V Case
------------------------------------------------------
D & L Real Estate Enterprises, LLC, filed for chapter 11 protection
in the District of Central California, without stating a reason.
The Debtor filed as a small business debtor seeking relief under
Subchapter V of Chapter 11 of the Bankruptcy Code.
The U.S. Trustee has appointed a Subchapter V trustee:
Arturo Cisneros
3403 Tenth Street, Suite 714
Riverside, CA 92501
Tel: (951) 682-9705
E-mail: arturo@mclaw.org
According to court documents, D & K Real Estate Enterprises LLC
estimates between 1 and 49 creditors. The bare-bones petition
states funds will be available to unsecured creditors.
About D & L Real Estate Enterprises
D & L Real Estate Enterprises, LLC, is a real estate company.
On June 25, 2022, D & L Real Estate Enterprises filed a petition
for relief under Subchapter V of Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 22-12412). In the petition filed by
Lonnie Landers, as managing member, the Debtor estimated assets
between $500,000 and $1 million and liabilities between $100,000
and $500,000. Matthew D. Resnik, of RHM Law LLP, is the Debtor's
counsel.
DASEKE COMPANIES: Moody's Upgrades CFR & Senior Secured Debt to B1
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Daseke Companies,
Inc., including the Corporate Family Rating to B1 from B2 and the
Probability of Default Rating to B1-PD from B2-PD. Moody's also
upgraded Daseke's senior secured bank credit facility rating to B1
from B2. The rating outlook remains stable. The Speculative Grade
Liquidity rating was changed to SGL-2, from SGL-3.
The upgrade of the ratings reflects Moody's expectation that
operational and cost measures implemented since the second half of
2019 and healthy market conditions will continue to drive strong
operating results.
The following rating actions were taken:
Upgrades:
Issuer: Daseke Companies, Inc.
Corporate Family Rating, Upgraded to B1 from B2
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Senior Secured Bank Credit Facility, Upgraded to B1 (LGD4) from B2
(LGD4)
Outlook Actions:
Issuer: Daseke Companies, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Daseke's B1 CFR is constrained by the capital intensive nature of
the company's business relating to cash flow needed to maintain the
average age of its tractor fleet. It also reflects the cyclical
nature of its business, which serves industrial production and
construction markets. Carbon transition risk relating to the
operation of its diesel tractors and the concentrated equity
ownership stake of its former CEO represent key ESG factors that to
some extent constrain Daseke's rating. The B1 CFR is supported by
the company's position as a leading provider of open deck
transportation services using flatbed trailers as well as
specialized open deck trailers for heavy haul, over-dimensional and
high value freight. Since 2019, Daseke has implemented a range of
operational and cost measures, including operational integrations
that reduced the number of operating units to 11 from 16. Moody's
expects debt/EBITDA to be about 3.0 times at year end 2022 and
about 2.8 times at year end 2023, inclusive of about $100 million
in debt funded acquisitions that Moody's has modeled. To the extent
the company elects to use cash on hand to fund EBITDA-generating
acquisitions, there could be further improvement to Daseke's
forward leverage profile. Moody's expects Daseke's EBITA margin to
be approximately 8% in 2022 and to improve to about 8.5% in 2023,
as some of the ongoing operational initiatives continue to yield
efficiencies. This level of EBITA margin would represent a
significant improvement from the range of 2-4% that the company
experienced pre-pandemic.
The stable outlook reflects Moody's expectation that Daseke will
grow its revenue primarily through rate and volume growth during
the next 12-18 months. Moody's further expects that operating
margin will expand modestly over that timeframe supported by
ongoing operational measures and the expectation that the
industrial and construction end markets that Daseke serves will
remain healthy.
Liquidity is good (SGL-2), supported by Moody's expectation that
Daseke will maintain a cash balance of around $150 million over the
next 12-18 months. Moody's expects net cash flow to be about $50
million in both 2022 and 2023. Given the use of equipment notes to
finance a portion of capital expenditures, Moody's calculates net
cash flow as Cash Flow from Operations minus cash capex, dividends,
and cash payments for maturities of equipment notes. Moody's also
incorporates cash proceeds from used vehicles sales into this
calculation. The availability of Daseke's $150 asset-based lending
(ABL) revolving credit facility, expiring in 2026, was
approximately $123 million at March 31, 2022.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company achieves greater
scale while maintaining an EBITA margin above 8% and debt-to-EBITDA
below 3.5 times. Net cash flow (calculated as Cash Flow from
Operations minus cash capex minus equipment notes maturities minus
dividends, plus proceeds from used vehicle sales) to debt of at
least 7% would be another consideration for an upgrade.
The ratings could be downgraded if EBITA margin decreases below 6%,
debt/EBITDA is approaching 4.5 times, or the company is unable to
maintain positive net cash flow. Another consideration for a
downgrade would be if liquidity tightens or there is an
acceleration in the pace of debt funded acquisitions.
The principal methodology used in these ratings was Surface
Transportation and Logistics published in December 2021.
DAYBREAK OIL: Gaelic Resources Has 41.85% Stake as of June 24
-------------------------------------------------------------
Gaelic Resources Ltd. disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of June 24, 2022, it
beneficially owns 160,964,489 shares of common stock of Daybreak
Oil and Gas, Inc., representing 41.85 percent based on 384,656,468
shares of Issuer's common stock outstanding as of May 26, 2022, as
reported in Issuer's Current Report on Form 8-K filed with the SEC
on May 26, 2022. A full-text copy of the regulatory filing is
available for free at:
https://www.sec.gov/Archives/edgar/data/1164256/000121390022035327/ea162171-13da1gaelic_day.htm
About Daybreak Oil and Gas
Daybreak Oil and Gas, Inc. is an independent crude oil and natural
gas company currently engaged in the exploration, development and
production of onshore crude oil and natural gas in the United
States. The Company is headquartered in Spokane Valley, Washington
with an operations office in Friendswood, Texas. Daybreak owns a
3-D seismic survey that encompasses 20,000 acres over 32 square
miles with approximately 6,500 acres under lease in the San Joaquin
Valley of California. The Company operates production from 20 oil
wells in our East Slopes project area in Kern County, California.
Daybreak Oil reported a net loss of $398,450 for the 12 months
ended Feb. 28, 2022, compared to a net loss of $512,265 for the 12
months ended Feb. 28, 2021. As of Feb. 28, 2022, the Company had
$975,704 in total assets, $4.32 million in total liabilities, and a
total stockholders' deficit of $3.35 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2006, issued a "going concern" qualification in its report dated
June 15, 2022, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
DIOCESE OF ROCKVILLE: Parishes Added to Chapter 11 Mediation
------------------------------------------------------------
The mediator facilitating Chapter 11 plan negotiations in the
bankruptcy case of the Roman Catholic Diocese of Rockville Centre
has added more than 130 non-debtor parishes to the talks, a day
before unsecured creditors gained consensual access to internal
audit reports about the organization's financial situation on
Monday, June 27, 2022.
In a notice filed Sunday, June 26, 2022, mediator Paul J. Van
Osselaer of Van Osselaer Dispute Resolution PLLC said he was adding
the parishes to the settlement discussions.
According to the mediator's report filed June 29, 2022, all
mediation parties continue to participate in good faith in the
mediation process. Virtual meetings with certain parties continue
and additional in-person mediation sessions with parties are
scheduled or planned for July and August 2022.
"The Mediator has had continued substantive discussions with key
parties and
solicited views on the legal and factual issues to be addressed in
the mediation process. The Mediator also had the benefit of
substantive briefing from parties on the legal issues, particularly
relating to insurance coverage, continues to monitor the status of
parties' evaluations to participate meaningfully in the mediation
process, and continues to work with the parties in addressing
disputes among them relating to the exchange of information," the
report says.
The court-appointed mediator can be reached at:
Paul J. Van Osselaer
VAN OSSELAER DISPUTE RESOLUTION PLLC
2305 Cheswick Court
Austin, TX 78746
Tel: (512) 593-5104
Mobile: (512) 413-0452
E-mail: Paul@VanOsselaerADR.com
The parishes added to mediation are represented by these
attorneys:
Thomas R. Slome
Matthew G. Roseman
Melissa McMahon
CULLEN & DYKMAN LLP
100 Quentin Roosevelt Blvd
Garden City, NY 11530
Tel: (516) 357-3700
E-mail: tslome@cullenllp.com
mroseman@cullenllp.com
mmcmahon@cullenllp.com
John E. Westerman
Mickee M. Hennessy
William C. Heuer
Alison M. Ladd
WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP
1201 RXR Plaza
Uniondale, New York 11556
Tel: (516) 622-9200
E-mail: jwesterman@westermanllp.com
mhennessy@westermanllp.com
wheuer@westermanllp.com
aladd@westermanllp.com
Theresa A. Driscoll
MORITT HOCK & HAMROFF LLP
400 Garden City Plaza
Garden City, New York 11530
Tel: (516) 873-2000
E-mail: tdriscoll@moritthock.com
Gerard DiConza
ARCHER & GREINER, P.C.
1211 Avenue of the Americas, Suite 2750
New York, NY 10036
Tel: (212) 682-4940
E-mail: gdiconza@archerlaw.com
James N. Hulme
KELLY & HULME, P.C.
323 Mill Road
Westhampton Beach, NY 10036
Tel: (631) 288-2876
E-mail: jhulme@kellyandhulme.net
About The Roman Catholic Diocese
of Rockville Centre, New York
The Roman Catholic Diocese of Rockville Centre, New York, is the
seat of the Roman Catholic Church on Long Island. The Diocese has
been under the leadership of Bishop John O. Barres since February
2017. The State of New York established the Diocese as a religious
corporation in 1958. The Diocese is one of eight Catholic dioceses
in New York, including the Archdiocese of New York. The Diocese's
total Catholic population is approximately 1.4 million, roughly
half of Long Island's total population of 3.0 million. The Diocese
is the eighth largest diocese in the United States when measured by
the number of baptized Catholics.
The Roman Catholic Diocese of Rockville Centre, New York, filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept.
30, 2020, listing as much as $500 million in both assets and
liabilities.
The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal
North America, LLC, as restructuring advisor, and Sitrick and
Company, Inc., as communications consultant. Epiq Corporate
Restructuring, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Diocese's Chapter 11 case. The committee
tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou
Faltischek, PC as its bankruptcy counsel and special real estate
counsel, respectively
Robert E. Gerber, the legal representative for future claimants of
the Diocese, is represented by the law firm of Joseph Hage
Aaronson, LLC. Michael A. Hogan, a retired judge, serves as the
Diocese's financial advisor.
New Case Judge
According to a notice, the Debtor's case has been reassigned from
Judge Shelley C. Chapman to Judge Martin Glenn effective June 28,
2022.
DRIVE CHASSIS: Proposed Acquisition No Impact on Moody's B2 CFR
---------------------------------------------------------------
Moody's Investors Service commented that the proposed acquisition
of Drive Chassis Holdco, Inc. ("DCLI") by GIC, OMERS Infrastructure
and Wren House from investment funds managed by Apollo and EQT does
not result in any change to DCLI's B2 Corporate Family Rating,
B2-PD Probability of Default Rating, or stable outlook. The rating
agency also noted that there is no change to DCLI's B3 senior
secured second lien term loan rating.
Management anticipates that the transaction will be completed
during the second half of 2022, subject to customary closing
conditions including regulatory approvals. Moody's expects the
contemplated transaction to include less funded debt than DCLI has
today. Moody's also expects the equity portion of the purchase
price to be in excess of the funded debt balance of the new
company. At March 31, 2022, DCLI's debt/EBITDA on a Moody's
adjusted basis was roughly 3.3 times.
Should the pending transaction be completed, Moody's expects that
change of control provisions would trigger the repayment of DCLI's
current debt and result in Moody's withdrawal of DCLI's ratings and
outlook.
Drive Chassis Holdco, LLC owns Direct ChassisLink, Inc.
Headquartered in Charlotte, NC, Direct ChassisLink, Inc. is a
leading provider of chassis equipment to the US intermodal
transportation industry, with a fleet of more than 240,000 chassis.
Revenue was $839 million in 2021. The company is privately owned by
funds managed by Apollo Global Management, LLC and EQT
Infrastructure.
EASCO BOILER: Boiler Fabricator Files for Chapter 11
----------------------------------------------------
Easco Boiler Corp. has sought bankruptcy protection in New York.
Easco was founded in 1926 and is the oldest minority owned and
operated steel boiler and tank manufacturer in the country. Easco
has expertise in specialties such as low pressure boiler
fabrication, shop built or field erected tanks, oil spill and tank
cleaning, and installation and maintenance of temporary mobile
boilers.
According to Tyren Eastmond, the CEO and grandson of the Debtor's
owner, Easco's operations were already in extremis when the
COVID-19 pandemic hit in early 2020 and required a full shut down
of its business. Easco never recovered from COVID's impact. Making
matters worse, the cost of material skyrocketed over the last
couple of years, so Easco's costs were uncontrollable.
The lack on positive net cash flow resulted in Easco not being able
to pay its debt service at $133,000 per month after the reserve for
interest was exhausted. Easco was unable to pay the last four
months of interest and the secured lender threatened to commence
foreclosure actions against Easco and its affiliated assets.
Easco is an S-Corporation, with one hundred percent (100%) of its
shares owned by Arlington Leon Eastmond, Jr.
Easco has total assets of approximately $2.3 million, consisting
primarily of cash and cash equivalents, accounts receivable,
inventory, and equipment. Easco has total debt of approximately
$9.3 million, consisting primarily of accounts payable, accrued
taxes and penalties, payroll taxes, sales taxes, loan obligations,
and other liabilities.
According to court documents, Easco Boiler Corp. estimates between
50 and 99 creditors. The petition states funds will be available
to unsecured creditors.
About Easco Boiler Corp.
Easco Boiler Corp. is the oldest minority owned and operated steel
boiler and tank manufacturer in the U.S.
Easco Boiler Corp. and affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10881)
on June 27, 2022. In the petition filed by TyrenEastmond, as
president, the Debtor reports estimated assets between $1 million
and $10 million and estimated liabilities between $10 million and
$50 million. Alan L. Braunstein, of Riemer & Braunstein LLP, is
the Debtor's counsel.
EMPIRE PRIME CAPITAL: Files Bare-Bones Chapte 11 Petition
---------------------------------------------------------
Empire Prime Capital Investments Inc. filed for chapter 11
protection in the Northern District of Texas, without stating a
reason.
According to court documents, Empire Prime estimates between 1 and
49 creditors. The bare-bones 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. 2, 2022, at 10:00 a.m. by TELEPHONE. Proofs of claim are due
by Sept. 6, 2022.
About Empire Prime Capital Investments
Empire Prime Capital Investments Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No.
22-31121) on June 27, 2022. In the petition filed by Juan D.
Favela, as president, the Debtor estimated assets of $1 million to
$10 million and liabilities less than $1 million. Joyce W.
Lindauer, of Joyce W. Lindauer Attorney, PLLC, is the Debtor's
counsel.
ENDO INTERNATIONAL: Millennium Entities Report 1.7% Equity Stake
----------------------------------------------------------------
Millennium Management LLC, Millennium Group Management LLC, and
Israel A. Englander disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 17, 2022, they
beneficially own 4,060,151 ordinary shares, nominal value $0.0001
per share in Endo International plc, representing 1.7 percent of
the shares outstanding.
After acquiring beneficial ownership of more than 5% of the
outstanding Ordinary Shares on June 17, 2022, the reporting persons
ceased to be beneficial owners of more than 5% of the outstanding
Ordinary Shares by June 24, 2022 (the date of this filing).
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/0001593034/000127308722000082/ENDP_SC13G.htm
About Endo International plc
Endo International plc (NASDAQ: ENDP) -- http://www.endo.com/-- is
a holding company thatconducts business through its operating
subsidiaries. The Company's focus is on pharmaceutical products
and it targets areas where it believes it can build leading
positions.
Endo International reported a net loss of $613.24 million for the
year ended Dec. 31, 2021. As of March 31, 2022, the Company had
$8.45 billion in total assets, $1.38 billion in total current
liabilities, $15.96 million in deferred income taxes, $8.04 billion
in long-term debt (less current portion), $5 million in long-term
legal settlement accrual (less current portion), $31.69 million in
operating lease liabilities (less current portion), $288.43 million
in other liabilities, and a total shareholders' deficit of $1.31
billion.
* * *
As reported by the TCR on Sept. 6, 2021, S&P Global Ratings lowered
its long-term issuer credit rating on Endo International PLC to
'CCC+' from 'B-' and removed the rating from CreditWatch, where S&P
placed it with negative implications on Aug. 25, 2021. The outlook
is negative. S&P said the negative outlook reflects the potential
for an event of default within the next 12 months stemming from
opioid-related litigation or the possibility of a distressed
exchange.
ENJOY TECHNOLOGY: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Enjoy Technology, Inc.
3240 Hillview Ave
Palo Alto, CA 94304
Business Description: The Debtors provide a commerce-at-home
experience for consumers through their
network of mobile retail stores.
Chapter 11 Petition Date: June 30, 2022
Court: United States Bankruptcy Court
District of Delaware
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Enjoy Technology, Inc. (Lead Case) 22-10580
Enjoy Technology Operating Corp. 22-10581
Enjoy Technology LLC 22-10582
Debtors' Counsel: Daniel J. DeFranceschi, Esq.
Paul N. Heath, Esq.
Brendan J. Schlauch, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 N. King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: defranceschi@rlf.com
heath@rlf.com
schlauch@rlf.com
- and -
Cullen Drescher Speckhart, Esq.
Weiru Fang, Esq.
COOLEY LLP
1299 Pennsylvania Avenue, NW
Suite 700
Washington, DC 20004
Tel: (202) 842-7800
Fax: (202) 842-7899
Email: cspeckhart@cooley.com
wfang@cooley.com
- and -
Michael A. Klein, Esq.
Evan Lazerowitz, Esq.
Joseph W. Brown, Esq.
COOLEY LLP
55 Hudson Yards
New York, New York 10001
Tel: (212) 479-6000
Fax: (212) 479-6275
Email: mklein@cooley.com
elazerowitz@cooley.com
jbrown@cooley.com
Debtors'
Restructuring
Advisor: AP SERVICES, LLC
Debtors'
Investment
Banker: CENTERVIEW PARTNERS LLC
Debtors'
Claims &
Noticing
Agent and
Administrative
Advisor: STRETTO, INC.
Total Assets: $111,661,000
Total Liabilities: $69,956,000
The petitions were signed by Tiffany N. Meriweather as chief legal
officer and corporate secretary.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Q4SI7CQ/Enjoy_Technology_Inc__debke-22-10580__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/RJCXOYI/Enjoy_Technology_Operating_Corp__debke-22-10581__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/RTQXXYI/Enjoy_Technology_LLC__debke-22-10582__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Tangerine Promotions Trade Debt $823,902
900 Skokie Blvd
Northbrook, IL 60062
Tel: 847-313-6000
Email: ar@tangerinepromotions.com
2. TEG Staffing, Inc. Trade Debt $780,500
2355 Northside Drive, Suite 200
San Diego, CA 92108
Email: accounts.receivable@eastridge.com
kneumann@eastridge.com
3. The Abernathy MacGregor Trade Debt $520,356
Group, Inc.
277 Park Avenue, 39th Floor
Manhattan, NY 10172
Tel: 212-371-5999
Email: jip@abmac.com
finance@abmac.com
4. Deloitte & Touche LLP Professional $513,654
4022 Sells Drive Services
Hermitage, TN 37076
Tel: 615-882-7600
Fax: 615-882-6600
Email: shikhjain@deloitte.com
deloittepayments@deloitte.com
5. MAP, Inc. Trade Debt $400,000
P.O. Box 735462
Chicago, IL 60693
Email: accountsreceivable@wheels.com
6. Donnelley Financial, LLC Trade Debt $332,619
35 West Wacker Drive
Chicago, IL 60601
Tel: 866-319-7064
Email: william.q.le@dfinsolutions.com
cashapplications@dfinsolutions.com
7. Xoriant Corporation Trade Debt $331,745
1248 Reamwood Ave
Sunnyvale, CA 94089
Tel: 408-743-4400
Email: sokha.khun@xoriant.com
8. Oracle America Inc Trade Debt $273,897
500 Oracle Parkway
Redwood Shores, CA 94065
Email: CollectionsTeam_US@oracle.com
9. Slack Technologies, Inc Trade Debt $272,611
500 Howard Street
San Francisco, CA 94105
Tel: 559-670-0691
Email: lleonard@slack-corp.com
mhoang@slack-corp.com
10. Kronos Incorporated Trade Debt $194,343
900 Chelmsford Street
Lowell, MA 01851
Tel: 978-250-9800
Email: klaverde@kronos.com
cash-receipts@ukg.com
11. W Services Group, LLC Trade Debt $176,931
500 Wheeler Rd
Hauppauge, NY 11788
Tel: 631-651-9595
Fax: 631-651-9597
Email: accounting@wservices.com
12. Drybern IV, LTd. Trade Debt $175,000
PO Box 2189
Addison, TX 7500
Tel: 972-934-2233
Email: apdrydencompany@gmail.com
13. Kelly Gordon Company, LP. Trade Debt $170,571
12241 Saratoga-Sunnyvale Road
Saratoga, CA 95070
Tel: 408-873-8774
Email: kellygordon@aol.com
14. CDW Trade Debt $153,438
200 N Milwaukee Ave
Vernon Hills, IL 60061
Tel: 847-371-6090
Email: achremittance@cdw.com
15. Marcia F. Gauger Trade Debt $152,156
dba Impact Sales Training LLC
8224 State Road 83
Mukwonago, WI 53149
Email: marciag@makinganimpact.com
16. ServiceNow Inc. Trade Debt $149,352
2225 Lawson Lane
Santa Clara, CA 95054
Email: accountsreceivable@servicenow.com
17. Indeed Inc Trade Debt $121,212
6433 Champion Grandview Way
Building 1
Austin, TX 78750
Email: billing@indeed.com
18. Winston & Strawn, LLP Professional $118,387
35 W Wacker Drive Services
Chicago, IL 60601-9703
Tel: 312-558-5600
Fax: 312-558-5700
Email: BHunter@winston.com
19. First Call Resolution, LLC Trade Debt $116,954
406 NE Winchester St
Roseburg, OR 97470
Email: accounting@gofcr.com
20. CFGI Holdings, LLC Trade Debt $106,996
1 Lincoln Street
Boston, MA 02111
Tel: 617-531-8270
Email: dhorn@cfgi.com
21. Management Resource Trade Debt $104,259
Systems, Inc
1907 Baker Road
High Point, NC 27263
Tel: 336-861-1960
Fax: 336-861-3065
Email: dwest@mrs1977.com
22. AT&T Mobility Trade Debt $100,354
1025 Lenox Park Blvd Northeast
Atlanta, GA 30319
23. Vetty Inc. Trade Debt $86,300
609 Greenwich St
New York, NY 10014
Email: subrat@vetty.co
billing@vetty.co
24. MAAYEE, INC. Trade Debt $82,800
4485 Tench Road, Suite#341
Suwanee, GA 30024
Tel: 678-889-6050
Fax: 678-765-2377
Email: suni@maayeeinc.com
25. Greenhouse Software, Inc. Trade Debt $79,606
18 W 18th Street, 11th Floor
New York, NY 10011
Email: accounting@greenhouse.io
26. TI Consulting, Inc. Professional $77,470
555 12th Street NW, Suite 700 Services
Washington, DC 20004
Email: jeff.rhodes@fticonsulting.com
27. Acadian Ambulance Service, Inc. Trade Debt $77,088
130 E Kaliste Saloom Road
Lafayette, LA 70508
Email: mechelle.williams@acadian.com
28. LinkedIn Corporation Trade Debt $75,912
62228 Collections Center Drive
Chicago, IL 60693-0622
Email: ar-receipts@linkedin.com
29. Absorb Software Inc Trade Debt $75,686
1011 9 Avenue Southeast,
Suite 275
Calgary, AB T2G 0H7, Canada
Email: billing@absorblms.com
30. Twilio, Inc. Trade Debt $75,592
375 Beale Street
San Francisco, CA 94105
Tel: 415-969-3215
Email: krandhawa@twilio.com
remittance@twilio.com
ENVIA HOLDINGS: Seeks to Hire Fuller Law Firm as Bankruptcy Counsel
-------------------------------------------------------------------
Envia Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to employ The Fuller Law
Firm, P.C. as its legal counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties;
(b) attending meetings and negotiating with representatives of
creditors and other parties in interest, and advising and
consulting on the conduct of the Debtor's Chapter 11 case,
including all of the legal and administrative requirements of being
in Chapter 11;
(c) taking all necessary action to protect and preserve the
Debtor's estate;
(d) preparing legal papers and reviewing monthly operating
reports;
(e) negotiating and preparing a plan of reorganization and all
related documents, and taking any necessary action to obtain
confirmation of such plan;
(f) advising the Debtor in connection with the possible sale or
any possible refinance of its assets;
(g) appearing before the court and the Office of the U.S.
Trustee; and
(h) performing all other necessary legal services for the
Debtor.
Fuller Law Firm will be paid at these rates:
Lars T. Fuller $505 per hour
Saman Taherian $485 per hour
Joyce Lau $395 per hour
Rodrigo Franco $125 per hour
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
The retainer fee is $25,000.
Lars Fuller, Esq., a partner at The Fuller Law Firm, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Lars T. Fuller, Esq.
Sam Taherian, Esq.
Joyce K. Lau, Esq.
The Fuller Law Firm, PC
60 No. Keeble Ave.
San Jose, CA 95126
Tel: (408) 295-5595
Fax: (408) 295-9852
Email: admin@fullerlawfirm.net
About Envia Holdings
Envia Holdings, LLC is a single asset real estate (as defined in 11
U.S.C. Sec. 101(51B)). The company is based in San Jose, Calif.
Envia Holdings sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Calif. Case No. 22-50489) on June 2, 2022,
listing between $1 million and $10 million in both assets and
liabilities. Nathaniel Villareal, sole member, signed the
petition.
The case is assigned to Judge M. Elaine Hammond.
Lars T. Fuller, Esq., at The Fuller Law Firm is the Debtor's
counsel.
ES1 LLC: Updates Priority Tax Claims Pay Details
------------------------------------------------
ES1, LLC, submitted a Plan of Reorganization for Small Business
dated June 27, 2022.
This Plan of Reorganization proposes to pay creditors of the Debtor
from the liquidation of rental properties owned by the Debtor.
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. This Plan also provides
for the payment of administrative and priority claims.
Priority tax claims
King County filed Proof of Claim #1, showing that no taxes were
currently owed, as they have been paid by and included in the Proof
of Claim #2, filed herein by US Bank, NA. However, if future
property taxes are owed, such amounts will be paid in full through
closing of the sales of the individual houses being liquidated
under this Plan.
On May 27, 2022, the State of Washington Department of Labor and
Industries filed Proof of Claim #5 for $13,477.76, of which
$8,681.95 is entitled to priority under 11 USC § 507(a)(8). The
Debtor will pay the priority amount from the sale of the first
property and any remaining balance will be paid in full from the
proceeds of the third sale and prior to any distribution to Class
6.
Class 5 consists of the Unsecured Claim of The United States of
America with total allowed claim of $0.00. After further
investigation, the only debt owed by ES1, LLC to the Small Business
Administration (or to any agency or program of the United States of
America) is that related to the Paycheck Protection Program. Debtor
did not receive any funds through the Economic Injury Disaster Loan
program. Those funds were distributed to another of Mr. Shibley's
businesses. Accordingly, no funds will be repaid based upon the
EIDL program.
The United States of America is not seeking repayment from ES1,
LLC, through this Plan of Reorganization. No distributions will be
made pursuant to this Plan. In this case, the funds were vested in
the USA as of May 29, 2020, the bank account into which it was
deposited was closed over a year before filing, and neither the
funds nor the account are property of the estate. Accordingly, and
by operation of the various orders entered in USA v. Shibley, as of
May 29, 2020, ES1, LLC's obligation to repay this debt was
satisfied, and any amount not satisfied is incorporated into the
restitution ordered to be paid by Mr. Shibley.
Class 6 consists of Equity security holders of the Debtor. The sole
member of ES1, LLC is Eric R. Shibley, MD. Mr. Shibley will receive
a distribution of any funds that come into the estate following
liquation of its three rental properties and after payment of all
creditors provided for under this Plan. Based upon the estimated
revenue upon closing of the third sale, Mr. Shibley will receive an
estimated $335,997.49 after all of the above distributions have
been made, plus the unused portion of the utility fee holdback to
be released within 3 months or after satisfaction of the final
utility bill.
The Debtor intends to liquidate the real properties, for the
highest and best offer received, within six months from the
effective date of the Plan.
A full-text copy of the Plan of Reorganization dated June 27, 2022,
is available at https://bit.ly/3y60avP from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Larry Feinstein and/or Kathryn P. Scordato
2033 6th Ave, Suite 251
Seattle, WA 98121
Phone: 206-223-9595
Fax: 206-386-5355
Email: kpscordato@gmail.com and 1947feinstein@gmail.com
About ES1 LLC
ES1, LLC, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 21-12109) on Nov. 19, 2021, listing up to $10
million in assets and liabilities. Eric Shibley, manager, signed
the petition.
Judge Christopher M. Alston oversees the case.
The Debtor tapped Kathryn Scordato, Esq., at Vortman & Feinstein,
as its legal counsel.
FINGERLAKES HOSPITALITY: Taps Orville & McDonald Law as Counsel
---------------------------------------------------------------
Fingerlakes Hospitality Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of New York to employ
Orville & McDonald Law, P.C. as its legal counsel.
The firm's services include:
a. advising the Debtor regarding its powers and duties in the
continued operation of its business and in the management of its
property;
b. taking necessary action to avoid liens against the Debtor's
property, removing restraints against the property and such other
actions to remove any encumbrances or liens, which are avoidable
and which were placed against the property prior to the Debtor's
bankruptcy filing and at a time when the Debtor was insolvent;
c. taking necessary action to enjoin and stay until final decree
any attempts by secured creditors to enforce liens upon the
Debtor's property, which has substantial equity;
d. representing the Debtor in any proceedings, which may be
instituted in this court by creditors or other parties during the
course of the Debtor's Chapter 11 proceeding;
e. preparing legal papers; and
f. performing all other legal services for the Debtor.
The firm will be paid at these rates:
Peter Orville, Esq. $350 per hour
Zachary McDonald, Esq. $250 per hour
Staffs $125 per hour
The firm will also be reimbursed for its out-of-pocket expenses.
Peter Orville, Esq., a partner at Orville & McDonald Law, disclosed
in a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Peter A. Orville, Esq.
Orville & McDonald Law, P.C.
30 Riverside Drive
Binghamton, NY 13905
Tel: (607) 770-1007
About Fingerlakes Hospitality Group
Fingerlakes Hospitality Group, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
22-30294) on May 13, 2022, disclosing as much as $1 million in both
assets and liabilities. Paul Arthur Levine serves as Subchapter V
trustee.
Judge Wendy A. Kinsella oversees the case.
The Debtor is represented by Peter A. Orville, Esq., at Orville &
McDonald Law, P.C.
FIRST CHOICE: Returns to Chapter 11 Amid 2020 Judgment
------------------------------------------------------
First Choice Trucking, LLC, has returned to Chapter 11 bankruptcy.
The Debtor is the owner of the property at 208 Bennett Road,
Howell, New Jersey, Lot 26.01, Block 168. The Property is a
commercial trucking and construction yard occupied by First Choice
Construction and Development, LLC, a New Jersey LLC. Robert
Schlumpf is owner of both the Debtor and First Choice
Construction.
GMN Tom's River, LLC is the plaintiff in a foreclosure action
against the Property entitled GMN Toms River, LLC v. First Choice
Trucking, LLC, et al., Superior Court, Monmouth County, Chancery
Division, Docket No. F-003039-19. On July 27, 2020, GMN obtained a
Final Judgment, adjudicating that GMN was entitled to $575,375.06
as of that date.
The Debtor immediately filed with the Bankruptcy Court a motion to
extend the automatic stay.
"I now have access to funds which are sufficient to redeem the
Final Judgment, which amount I estimate to be less than $700,000.
$500,000 is set aside in a bank account denominated in my wife's
name which we just obtained
from a long delayed real estate closing. In addition, I personally
have a 401K with approximately $900,000. I am prepared to withdraw
$200,000 from the $401K to enable redemption and satisfaction of
the Debtor's non-insider unsecured debt in full. With my funds,
the Debtor is prepared to redeem the Final Judgment immediately,"
Mr. Schlumpf said in court filings.
According to court documents, First Choice Trucking LLC estimates
between 1 and 49 unsecured creditors. The petition states funds
will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Aug. 4, 2022, at 1:00 PM at Telephonic. Proofs of claim are due by
Sept. 6, 2022.
About First Choice Trucking
First Choice Trucking is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The Debtor's sole asset is
a six-acre warehouse and office located in Freehold, NJ, having a
current value of $1 million.
First Choice Trucking previously sought Chapter 11 bankruptcy
(Bankr. D.N.J. Case No. 21-18098) on Oct. 18, 2021. The case was
dismissed on April 22, 2022.
First Choice Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 22-15189) on June 27, 2022.
In the petition filed by Robert Shlumpf, as president, the Debtor
estimated assets between $500,000 and $1 million and liabilities
between $1 million and $10 million. Stephen B. McNally, of McNally
& Busche, L.L.C., is the Debtor's counsel.
FMBC INVESTMENTS: Sale of West Heiman Properties to M2 Approved
---------------------------------------------------------------
Judge Charles M. Walker of the U.S. Bankruptcy Court for the Middle
District of Tennessee authorized FMBC Investments, LLC, to sell to
M2 Development Partners, LLC, for $7.7 million, pursuant to 11
U.S.C. Section 363 and on the terms and conditions set forth in the
Purchase and Sale Agreement, the following:
All that tracts or parcels of land located at 2500, 2504,
2508, and 0 W Heiman St., Nashville, TN 37208, together with any
improvements related thereto, and any rights, privileges, and
easements, if any, appurtenant to the Land.
The sale of the West Heiman Properties is free of all liens,
encumbrances, and interests ofany kind.
The Debtor will establish a DIP account with a banking institution
listed on the United States Trustee's List ofAuthorized
Depositories and, upon Closing, cause the net closing proceeds
ofthe West Heiman Properties to be deposited therein. Upon Closing,
the Debtor will specifically and further cause $6,781,082 of the
net closing proceeds (such proceeds and all interest accruing
thereon, collectively, the “"Disputed Funds") to be segregated
and deposited in an interest-bearing escrow account maintained by a
banking institution listed on the United States Trustee's List of
Authorized Depositories.
The Disputed Funds will not be utilized for any purpose pending
entry of a Final Orderz, including any Final Order certifying or
confirming an arbitration award, regarding the nature, validity,
and extent ofGarry W. McNabb's interest in the West Heiman
Properties and the corresponding amount of the Disputed Funds owed
to Garry W. McNabb in connection with a sale of the West Heiman
Properties.
All net closing proceeds in excess of the Disputed Funds will
constitute property ofthe Debtor's bankruptcy estate and may be
utilized in accordance with applicable law.
Notwithstanding Bankruptcy Rule 6004(h), and as specidically
requested in the Motion, the Order will take effect immediately
upon entry.
About FMBC Investments
Nashville, Tenn.-based FMBC Investments, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case
No.
21-01880) on June 18, 2021. At the time of the filing, the Debtor
disclosed $1 million to $10 million in both assets and
liabilities.
Judge Charles M. Walker oversees the case.
Dunham Hildebrand, PLLC and the Law Firm of Baggott Law, PLLC
serve
as the Debtor's bankruptcy counsel and special counsel,
respectively.
FORD MOTOR: DBRS Confirms BB(high) Issuer Rating, Trend Positive
----------------------------------------------------------------
DBRS Limited changed the trend on Ford Motor Company's Issuer
Rating to Positive from Stable and confirmed the rating at BB
(high). DBRS Morningstar also changed the trends to Positive from
Stable for the ratings on Ford's Long-Term Debt, Revolving Credit
Facility, and Senior Unsecured Convertible Debt and confirmed the
ratings at BB (high) (with associated recovery ratings of RR4),
pursuant to "DBRS Morningstar Criteria: Recovery Ratings for
Non-Investment-Grade Corporate Issuers." Concurrently, DBRS
Morningstar changed the trends on all ratings of Ford Motor Credit
Company LLC (Ford Credit) and its subsidiary Ford Credit Canada
Company to Positive from Stable while also confirming the long- and
short-term debt ratings at BB (high) and R-4, respectively.
The rating actions recognize Ford's significantly improved earnings
generated in 2021, following weaker performance the prior year
mainly caused by the impacts of the Coronavirus Disease (COVID-19)
pandemic. Moreover, the Company's credit metrics have been
bolstered further by meaningful repurchases of debt that resulted
in a reduction of approximately $2.8 billion in (gross) industrial
indebtedness as of YE2021 (compared with the prior year). The
firmer earnings amid lower debt strengthened Ford's financial risk
assessment (FRA) to levels that readily exceed the currently
assigned ratings.
Following supply and production constraints in 2020 that were
substantially a function of the coronavirus pandemic, production
volumes remained significantly limited in 2021 because of the
global semiconductor shortage and other supply base challenges.
Accordingly, Ford's annual wholesale volumes in 2021 decreased by
6% year over year (YOY) from already weak 2020 levels. However,
this protracted shortage of vehicles, spanning more than two years
since the initial onset of the coronavirus pandemic, has resulted
in high levels of pent-up demand. As such, Ford attained sizable
gains in pricing and product mix (the latter significantly
reflecting the deliberate allocation of available semiconductors to
the production of higher-margin models) that more than offset the
aforementioned drop in volumes as well as higher commodity costs.
As a result, Ford's core North American automotive segment
generated a sound operating margin of 8.4%, with the aggregate
(operating) earnings of the Company's other regional segments
approaching breakeven levels (compared with meaningful losses
incurred in prior years). Ford's automotive earnings were
supplemented by very strong performance of Ford Credit, whose 2021
profitability increased substantially YOY in line with favorable
lease residual value performance (with auction values attaining
record levels because of the extended shortage of vehicles) and
reduced provisions for credit losses. In Q1 2022, automotive
earnings remained adversely affected by the semiconductor shortage
and other supply base challenges (the performance of Ford Credit
remaining at strong levels), although these are estimated to
progressively improve over the remainder of the year.
In 2021, the Company restructured its industrial indebtedness.
Pursuant to its November 2021 cash tender offer and subsequent
December 2021 redemption, Ford repurchased or redeemed $7.6 billion
of its public unsecured debentures, offset by new issuances of $4.8
billion. While the Company incurred associated transaction costs of
approximately $1.7 billion, much of the repurchased debentures
constituted high-interest debt (primarily issued in response to the
pandemic), with the average interest rate of the newly issued debt
being markedly lower. Accordingly, Ford is projected to attain
interest cost savings of $0.6 billion in 2022, with aggregate
lifetime savings resulting from the debt restructuring estimated at
$1.9 billion. As previously indicated, the debt reduction amid
earnings growth has resulted in notably improved Company credit
metrics.
DBRS Morningstar recognizes that Ford continues to face meaningful
challenges. These include ongoing production constraints, although
the Company is nonetheless projecting wholesale volumes in 2022 to
increase by a range of 10% to 15% YOY. Higher material and
commodity costs stand to be exacerbated further as a result of the
Russia-Ukraine war, with rising interest rates, inflationary
pressures, and greater geopolitical uncertainty possibly
undermining consumer sentiment. However, these headwinds are
expected to be more than offset by the sizable pent-up demand.
Accordingly, Ford is projected to attain meaningful gains in
volumes, product mix, and pricing that are estimated to result in
materially stronger industrial earnings over the near term, partly
offset by a moderation in the profitability of Ford Credit that is
nonetheless estimated to persist at strong levels. Although the
Company also faces sizable investments and higher product
development costs associated with the increasing electrification of
its product portfolio, DBRS Morningstar considers these to be
reasonably absorbed by Ford's financial profile.
Consistent with the Positive trends, ongoing operating performance
of Ford essentially consistent with recent results would likely
result in an upgrade. Conversely, significantly weaker earnings
amid increasing investments—resulting in material negative free
cash flow and thereby adversely affecting credit metrics—could
have negative rating implications, although DBRS Morningstar deems
such a scenario rather unlikely. DBRS Morningstar further notes
that the Company's existing FRA affords a sizable cushion in the
context of the current ratings.
Notes: All figures are in U.S. dollars unless otherwise noted.
FSPH INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: FSPH, Inc.
20010 Fisher Avenue
Poolesville, MD 20837
Business Description: FSPH, Inc. is part of the "Other Food
Manufacturing" industry.
Chapter 11 Petition Date: June 29, 2022
Court: United States Bankruptcy Court
District of Delaware
Case No.: 22-10575
Judge: Hon. John T. Dorsey
Debtor's Counsel: Jack Shrum, Esq.
JACK SHRUM, PA
919 N. Market Street Ste. 1410
Wilmington, DE 19801
Tel: (302) 543-7551
Email: jshrum@jshrumlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Angelo Bizzarro as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/W5AYYAI/FSPH_Inc__debke-22-10575__0001.0.pdf?mcid=tGE4TAMA
GALAXY NEXT: Files Series G Pref. Stock Certificate of Designation
------------------------------------------------------------------
Galaxy Next Generation, Inc. filed a Certificate of Designation of
Series G Preferred Stock with the Secretary of State of the State
of Nevada on June 23, 2022. The Certificate of Designation
authorized the issuance of 51 shares of Series G Preferred Stock
with a stated value of $0.0001 per share.
The shares of Series G Convertible Preferred Stock are not entitled
to receive any dividends and rank together with the Company's
common stock with respect to rights on liquidation. Except as
otherwise required by law, the holders of shares of Series G
Preferred vote together with the holders of the Common Stock as a
single series and are entitled to such number of votes per share of
Series G Preferred as equals one percent of the voting power of all
voting securities of the Company then entitled to vote, inclusive
of the Series G Preferred Stock and Common Stock, such that 51
shares of Series G Preferred Stock shall together shall be entitled
to such number of votes as equals, in the aggregate, 51% of the
voting power of all voting securities of the Company then entitled
to vote, inclusive of the Common Stock and any preferred stock.
On June 23, 2022, pursuant to the terms of their respective
employment agreements with the Company, the Company issued 26
shares of Series G Preferred Stock to Gary Lecroy and 25 shares of
Series G Preferred Stock to Magen McGahee.
About Galaxy Next Generation
Headquartered in Toccoa, Georgia, Galaxy Next Generation, Inc. --
http://www.galaxynext.us-- is a manufacturer and distributor of
interactive learning technologies and enhanced audio solutions. It
develops both hardware and software that allows the presenter and
participant to engage in a fully collaborative instructional
environment.
Galaxy Next reported a net loss of $24.43 million for the year
ended June 30, 2021, compared to a net loss of $14.03 million for
the year ended June 30, 2020. As of March 31, 2022, the Company
had $4.92 million in total assets, $5.30 million in total
liabilities, and a total stockholders' deficit of $378,250.
Indianapolis, Indiana-based Somerset CPAs PC, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated Sept. 16, 2021, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raises substantial doubt about its ability to continue as a
going concern.
GLEASON'S GYMNASTIC: Wins Cash Collateral Access Thru Dec 15
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Gleason's Gymnastic School, Inc. to use cash collateral on a final
basis in accordance with the budget through December 15, 2022.
The American Express National Bank and the U.S. Small Business
Administration assert an interest in the cash collateral.
The Debtor may use cash collateral to pay its ordinary and
necessary business and administrative expenses for the items set
forth in the budget.
As adequate protection, the Debtor will grant the Secured Parties
replacement liens, to the extent of the Debtor's use of cash
collateral, in post-petition inventory, accounts, equipment and
general tangibles, with such lien being of the same priority,
dignity and effect as their respective pre-petition liens. However,
such replacement liens will exclude all causes of action under
Chapter 5 of the Bankruptcy Code.
The Debtor will also afford the Secured Parties the right to
inspect the Debtor's books and records and the right to inspect and
appraise any part of their collateral at anytime during normal
operating hours upon reasonable notice to the Debtor and its
attorney.
A copy of the final order is available at https://bit.ly/3ntY4Ru
from PacerMonitor.com.
About Gleason's Gymnastic School
Gleason's Gymnastic School, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 22-30690) on
May 2, 2022. At the time of filing, the Debtor was estimated to
have up to $1 million in both assets and liabilities.
Judge Katherine A. Constantine oversees the case.
The Debtor is represented by Thomas H. Olive Law, P.A.
GOLD STANDARD: July 5 Hearing on Bid Procedures for All Assets Set
------------------------------------------------------------------
Judge J. Kate Stickles of the U.S. Bankruptcy Court for the
District of Delaware authorized the request of Gold Standard
Baking, LLC, Gold Standard Holdings, Inc., and Gold Standard Real
Estate, LLC, to shorten the notice period required with respect to
the hearing on their proposed bidding procedures in connection with
the sale of substantially all assets of Gold Standard Baking, LLC,
to 37 Baking Holdings, LLC, subject to overbid.
The Purchase Price consists of: (a) A credit bid in the amount of a
portion of the First Lien Obligations in the amount of $20 million;
(b) The assumption by Purchaser of the Assumed Liabilities; and (c)
The assumption and assignment of the Assumed Contracts to the
Stalking Horse Bidder.
A hearing to consider the Bid Procedures and the Bid Protections
relief requested in the Bid Procedures and Sale Motion will take
place on July 5, 2022, at 2:00 p.m. (ET).
All objections to the Bid Procedures and the Bid Protections relief
requested in the Bid Procedures and Sale Motion must be filed with
the Court and served upon the counsel for the Debtors and the
Stalking Horse Bidder by July 5, 2022, at 10:00 a.m. (ET).
The Court retains jurisdiction with respect to all matters arising
from or related to the interpretation or implementation of the
Order.
About Gold Standard Baking, LLC
Gold Standard Baking, LLC, Gold Standard Holdings, Inc., and Gold
Standard Real Estate, LLC are industrial bakers specializing in
croissants and a variety of other laminated dough-based sweet
goods. The Debtors' bakery is located in Chicago, Illinois and,
until recently, ran a second bakery in Pleasant Prairie,
Wisconsin.
Gold Standard Baking, LLC (Bankr. D. Del. Case No. 22-10559)(Lead
Case), Gold Standard Holdings, Inc. (Bankr. D. Del. Case No.
22-10558), and Gold Standard Real Estate, LLC (Bankr. D. Del. Case
No. 22-10560) sought Chapter 11 protection on June 22, 2022.
The Debtors estimated assets and debt, on a consolidated basis, in
the range of $100 million to $500 million.
The Debtors tapped Domenic E. Pacitti, Esq., Michael W. Yurkewicz,
Esq., and Sally E. Veghte, Esq., and Morton R. Branzburg, Esq., at
Klehr Harrison Harvey Branzburg LLP as counsel.
The petitions were signed by John T. Young, Jr. as chief
restructuring officer.
GOOD GUYZ INVESTMENTS: $950K Sale of Miami Property to Cruz Denied
------------------------------------------------------------------
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida denied without prejudice Good Guyz
Investments, LLC's sale of the real property located at 1920 NE
208th Terrace, in Miami, Florida 33179, to Jonathan Cruz for
$950,000.
About Good Guyz Investments
Good Guyz Investments, LLC, a company in Sunny Isles Beach, Fla.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 22-10728) on Jan. 30, 2022, listing up to $1
million in assets and up to $10 million in liabilities. Bryan
Goldstein, manager, signed the petition.
Judge Laurel M. Isicoff oversees the case.
The Law Offices of Richard R. Robles, P.A. serves as the Debtor's
legal counsel.
GOODYHOUSE LLC: Seeks to Hire Wilke & Associates as Accountant
--------------------------------------------------------------
GoodyHouse, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to employ Wilke & Associates
as its accountant.
The firm's services include:
a) preparing and filing multiple years of delinquent annual
federal and state returns;
b) preparing and filing current and ongoing labor and industry
U/C returns;
c) preparing and filing current and ongoing 941 returns;
d) preparing and filing four years of delinquent and unfiled
monthly sales tax returns;
e) preparing and filing the 2021 federal and state income tax
returns;
f) assisting the Debtor with its general ledger, maintenance,
maintaining depreciation records, and data room management;
g) accounting assistance with Quickbooks and day-to-day
operations; and
h) general tax planning and consultations associated therewith.
The firm will be paid at hourly rates ranging from $100 to $195 and
will be reimbursed for its out-of-pocket expenses.
Maria Stromple, a partner at Wilke & Associates, disclosed in a
court filing that her firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Maria D. Stromple
Wilke & Associates
1721 Cochran Road, Suite 200
Pittsburgh, PA 15220
Tel: (412) 278-2200
Email: Info@wilkecpa.com
About GoodyHouse LLC
GoodyHouse, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-20975) on May 23,
2022. In the petition filed by Walter Rainey, managing member,
GoodyHouse listed estimated assets between $100,000 and $500,000
and estimated liabilities between $500,000 and $1 million.
Judge Thomas P. Agresti oversees the case.
Christopher M. Frye, Esq., at Steidl and Steinberg, P.C. and Wilke
& Associates serve as the Debtor's legal counsel and accountant,
respectively.
GULF COAST HEALTH: Court Okays Chapter 11 With Injury Claims Funds
------------------------------------------------------------------
James Nani of Bloomberg Law reports that bankrupt former nursing
home operator Gulf Coast Health Care LLC won approval for a
modified Chapter 11 liquidation plan that provides at least $10
million for unsecured creditors, which includes former residents
alleging personal injury and wrongful death actions.
Judge Karen B. Owens of the U.S. Bankruptcy Court for the District
of Delaware said at the Monday hearing she would approve the plan.
The new plan came after the debtors reached a deal to win full
consensus from its creditors and entities contributing money to the
debtor's estate.
About Gulf Coast Health Care
Gulf Coast Health Care, LLC, is a licensed operator of 28 skilled
nursing facilities comprising nearly 3,350 licensed beds across
Florida, Georgia, and Mississippi. It provides short-term
rehabilitation, comprehensive post-acute skilled care, long-term
care, assisted living, and therapy services in each of its
facilities.
Gulf Coast Health Care and 61 affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-11336) on Oct. 14,
2021. In the petition signed by Benjamin M. Jones as chief
restructuring officer, Gulf Coast listed up to $50 million in
assets and up to $500 million in liabilities.
The cases are handled by Judge Karen B. Owens.
The Debtors tapped McDermott Will & Emery LLP and Ankura Consulting
Group LLC as legal counsel and restructuring advisor, respectively.
M. Benjamin Jones of Ankura serves as the Debtors' chief
restructuring officer. Epiq Corporate Restructuring, LLC, is the
claims, noticing, and administrative agent.
On Oct. 25, 2021, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in the Chapter 11 cases.
Greenberg Traurig, LLP, and FTI Consulting, Inc., serve as the
committee's legal counsel and financial advisor, respectively.
The Debtor filed its proposed Chapter 11 plan and disclosure
statement on Oct. 28, 2021.
GULF COAST HEALTH: Joint Liquidating Plan Confirmed by Judge
------------------------------------------------------------
Judge Karen B. Owens has entered findings of fact, conclusions of
law and order confirming the Second Amended Joint Plan of
Liquidation of Gulf Coast Health Care, LLC and 61 of its
affiliates.
The Modified Plan has been proposed in good faith and not by any
means forbidden by law, thereby satisfying Bankruptcy Code section
1129(a)(3).
The Modified Plan, the Plan Settlement memorialized therein, and
the Settlement Stipulations are the product of extensive, good
faith, and arm's-length negotiations among the Debtors, the
Debtors' principal constituencies, including the RSA Parties and
the Committee, and objecting tort plaintiffs with claims against
the Debtors and/or certain of the RSA Parties.
The Modified Plan satisfies the requirements of Bankruptcy Code
section 1129(a)(11), as the Modified Plan is a plan of liquidation
and such liquidation was proposed in the Modified Plan. Moreover,
the Debtors anticipate having sufficient Cash on hand as of the
Effective Date to fund the payments to Holders of all Allowed
Claims on the Effective Date (or when they are otherwise required
to be paid under the Modified Plan), pursuant to the terms of the
Modified Plan, and to satisfy all other obligations under the
Modified Plan.
In particular, the Modified Plan provides that the GUC Settlement
Contribution, Professional Fee Settlement Contribution, Omega
Contribution, and the Third-Party Litigation Claims Cash Amount
will be provided and/or funded on the Effective Date, each in
accordance with the terms of the Modified Plan, thereby ensuring
sufficient funding to satisfy the Debtors' obligations under the
Modified Plan.
The Modified Plan incorporates the terms of the Plan Settlement,
including the releases, exculpation, and injunction provisions
provided pursuant to Article X of the Modified Plan. Therefore,
pursuant to Bankruptcy Code sections 105, 363, and 1123(b)(3) and
Bankruptcy Rule 9019, on the Effective Date, the Plan Settlement,
shall constitute a good-faith compromise and settlement of all
Claims, Interests, Causes of Action, and controversies resolved
pursuant to the Plan Settlement.
Proposed Counsel for Debtors:
Daniel M. Simon
Emily C. Keil
McDERMOTT WILL & EMERY LLP
444 West Lake Street, Suite 4000
Chicago, IL 60606
Telephone: (312) 372-2000
Facsimile: (312) 984-7700
E-mail: dmsimon@mwe.com
ekeil@mwe.com
- and -
David R. Hurst
McDERMOTT WILL & EMERY LLP
1007 North Orange Street, 10th Floor
Wilmington, DE 19801
Telephone: (302) 485-3900
Facsimile: (302) 351-8711
E-mail: dhurst@mwe.com
About Gulf Coast Health Care
Gulf Coast Health Care is a licensed operator of 28 skilled nursing
facilities comprising nearly 3,350 licensed beds across Florida,
Georgia, and Mississippi. It provides short-term rehabilitation,
comprehensive post-acute skilled care, long-term
care, assisted living, and therapy services in each of their
Facilities.
Gulf Coast Health Care, LLC, and 61 affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-11336) on Oct. 14,
2021. In the petition signed by Benjamin M. Jones as chief
restructuring officer, Gulf Coast Health Care estimated assets of
between $10 million and $50 million and estimated liabilities of
between $100 million to $500 million.
The cases are handled by Honorable Judge Karen B. Owens.
McDermott Will & Emery LLP is the Debtors' counsel, and Ankura
Consulting Group LLC is the financial advisor. Epiq is the
claims agent.
HARISHIVJI INC: Starts Chapter 11 Subchapter V Case
---------------------------------------------------
Harishivji Inc. filed for chapter 11 protection in the Southern
District of New York. The Debtor filed as a small business debtor
seeking relief under Subchapter V of Chapter 11 of the Bankruptcy
Code.
The Subchapter V trustee:
Ronald J. Friedman, Esq.
Silverman Acampora LLP
100 Jericho Quadrangle
Suite 300
Jericho, New York 11753
Tel: 516-479-6300
E-mail: RFriedman@SilvermanAcampora.com
The Company disclosed $155,500 in assets against $60,000 in
liabilities in its schedules.
According to court filing, Harishivji Inc. estimates between 1 and
49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
July 25, 2022 at 10:00 AM at Office of UST (TELECONFERENCE ONLY).
About Harishivji Inc.
Harishivji Inc. is licensed liquor authority in New York.
Harishivji Inc. filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-10875) on June 27, 2022. In the petition filed by Gaury Shankar,
as president, the Debtor estimated assets between $100,000 and
$500,000 and liabilities $50,000 and $100,000. Hasanuzzaman Malik,
of Hasanuzzaman Malik, Attorney at Law, is the Debtor's counsel.
HIGHLANDS SENIOR CITIZENS: Taps Daniel Lickel as Special Counsel
----------------------------------------------------------------
The Highlands Senior Citizens Group seeks approval from the U.S.
Bankruptcy Court for the Southern District of California to employ
the Law Office of Daniel Lickel as special counsel.
The Debtor needs the firm's legal assistance in connection with a
case (Case No. 37-2022-0010661-CL-UD-CTL) entitled Jacumba
Community Service District, a public agency v. The Highlands Senior
Citizens Group, Jacumba, California.
The firm will be paid at hourly rates ranging from $300 to $400 and
will be reimbursed for its out-of-pocket expenses.
Daniel Lickel, Esq., a partner at the Law Office of Daniel Lickel,
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:
Daniel Lickel, Esq.
Law Office of Daniel Lickel
3533 Fairmount Ave.
San Diego, CA, 92105
Tel: (619) 487-0042
About The Highlands Senior Citizens Group
The Highlands Senior Citizens Group, doing business as Jacumba
Community Center, is a nonprofit organization that provides
services to senior citizens.
Highlands Senior Citizens Group, Jacumba, California, filed for
Chapter 11 protection (Bankr. S.D. Calif. Case No. 22-00910) on
April 5, 2022, listing up to $10 million in assets and up to
$50,000 in liabilities. Greg A. Curran, president of Highlands
Senior Citizens Group, signed the petition.
Judge Laura S. Taylor oversees the case.
The Debtor tapped the Law Office of Bruce R. Babcock and the Law
Office of Daniel Lickel as its bankruptcy counsel and special
counsel, respectively.
INFINERA CORP: Enters Into $200M Revolving Credit Facility
----------------------------------------------------------
Infinera Corporation entered into a Loan, Guaranty and Security
Agreement with the other obligors party thereto, the lenders party
thereto, and Bank of America, N.A., as agent.
The Loan Agreement provides for a senior secured asset-based
revolving credit facility of up to $200 million, which the Company
and certain domestic subsidiaries of the Company may draw upon from
time to time. The Company may increase the total commitments under
the Credit Facility by up to an additional $100 million, subject to
certain conditions. In addition, the Loan Agreement provides for a
$50 million letter of credit subfacility and a $20 million
swingline loan facility. The proceeds of the loans under the Loan
Agreement may be used to pay the fees, costs, and expenses incurred
in connection with the Loan Agreement, repay existing debt
(including amounts outstanding under the Prior Credit Agreement)
and for working capital and general corporate purposes, including
to fund growth. The Credit Facility has a stated maturity date of
June 24, 2027. There was $40 million in aggregate principal amount
outstanding under the Credit Facility as of the Closing Date.
Amounts owing under the Loan Agreement and related credit documents
will be unconditionally guaranteed by certain domestic subsidiaries
of the Company. Pursuant to the Loan Agreement, the Obligors have
also granted first-priority security interests (subject to certain
exceptions and specifically excluding intellectual property) in
their respective accounts, inventory, certain related assets,
specified deposit accounts, and certain other accounts to secure
the obligations under the Loan Agreement and the related loan
documents.
Availability under the Credit Facility will be based upon periodic
borrowing base certifications valuing certain of the Obligors'
inventory and accounts receivable, as reduced by certain reserves.
Outstanding borrowings accrue interest at floating rates plus an
applicable margin of 1.25% to 1.75% for Term SOFR rate loans and
0.25% to 0.75% for base rate loans. The unused line fee rate
payable on the unused portion of the Credit Facility is equal to
0.25% per annum based on utilization of the Credit Facility.
The Loan Agreement contains customary affirmative covenants, such
as financial statement reporting requirements and delivery of
borrowing base certificates. The Loan Agreement also contains
customary covenants that limit the ability of the Obligors and
their subsidiaries to, among other things, incur debt, create liens
and encumbrances, engage in certain fundamental changes, dispose of
assets, prepay certain indebtedness, make restricted payments, make
investments, and engage in transactions with affiliates. The Loan
Agreement also contains a financial covenant that requires the
Company to maintain a minimum fixed charge coverage ratio.
The Loan Agreement contains customary events of default, such as
the failure to pay obligations when due, a material breach of
representations and warranties or covenants, the entry of material
judgments against the Obligors, the initiation of bankruptcy or
insolvency proceedings of the Obligors, defaults on certain other
indebtedness, a change of control, the failure of the guaranty of
the Guarantors to be in effect or the failure of the security
documents to create valid and perfected liens or the loan documents
to be valid and enforceable. Upon an event of default, the lenders
may, subject to customary cure rights, require the immediate
payment of all amounts outstanding and foreclose on collateral.
Termination of 2019 Credit Agreement
In connection with entering into the Loan Agreement, the Company
terminated its Credit Agreement, dated as of Aug. 1, 2019, by and
among the Company, the lenders party thereto and Wells Fargo Bank,
National Association, as administrative agent. The Prior Credit
Agreement provided for a five-year, $150.0 million senior secured
asset-based revolving credit facility. The Prior Credit Agreement
also provided for a $50 million letter of credit subfacility and a
$10 million swingline loan facility. Outstanding borrowings under
the Prior Credit Agreement accrued interest at floating rates plus
an applicable margin of 2.00% to 2.50% for LIBOR rate loans and
1.00% to 1.50% for base rate loans. The commitment fee payable on
the unused portion of commitments under the Prior Credit Agreement
was equal to 0.375% to 0.625% per annum based on utilization of the
credit facility. The Prior Credit Agreement contained customary
events of default and covenants, including a limit on the Company's
and its subsidiaries' ability to incur debt, create liens and
encumbrances, engage in certain fundamental changes, dispose of
assets, prepay certain indebtedness, make restricted payments, make
investments, and engage in transactions with affiliates.
Immediately prior to the Closing Date, there was approximately $40
million in aggregate principal amount outstanding under the Prior
Credit Agreement.
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a global supplier of innovative networking
solutions that enable carriers, cloud operators, governments, and
enterprises to scale network bandwidth, accelerate service
innovation, and automate network operations. The Infinera
end-to-end packet-optical portfolio delivers industry-leading
economics and performance in long-haul, submarine, data center
interconnect, and metro transport applications.
Infinera reported a net loss of $170.78 million for the year ended
Dec. 25, 2021, a net loss of $206.72 million for the year ended
Dec. 26, 2020, and a net loss of $386.62 million for the year ended
Dec. 28, 2019.
J&P FLASH INC: $154K Sale of 28-Acre Land in Hardy to Harris OK'd
-----------------------------------------------------------------
Judge Denise E. Barnett of the U.S. Bankruptcy Court for the
Western District of Tennessee authorized J&P Flash, Inc.'s sale of
a property consisting of 28 +/- acres of land located at Hwy.
63/412 in Hardy, Arkansas, to David Harris and Lisa Harris for
$154,000.
The Debtor is authorized and directed to perform all obligations
pursuant to the terms of the Order and the Contract.
The Debtor is authorized to execute, deliver, file, and record all
such documents and take all such actions as may be necessary and
appropriate to implement and consummate the sale of the Properties
subject to the terms of the Contract.
Except as otherwise provided in the Order, the Debtor is
authorized, empowered and instructed to sell, convey, transfer and
deliver the Property to the Purchaser upon payment in full of the
purchase price, free and clear of all encumbrances on the Debtor's
interest therein. The Property, when it has been acquired by
Purchaser, the purchase price has been paid in full and the net
proceeds of sale distributed to FNBC Bank, will be free and clear
of all encumbrances, liabilities and obligations existing or
accruing prior to the entry of the Order.
At closing, the proceeds of the sale will be disbursed by the
closing attorney in the following priority:
(1) the pro-rated, customary, and reasonable closing costs,
including customary, reasonable and necessary closing attorneys'
fees, real estate commissions to Midwest Land Group, LLC, title
expenses, and recording fees to the extent applicable in connection
with closing;
(2) the outstanding secured real estate tax claims on such
properties prorated through closing; and
(3) with the remaining net proceeds to be paid to FNBC on
account of its allowed secured claim secured by the Property.
The Order is a final and appealable order as to which there is no
just reason for delay in its implementation, as to which a judgment
should be entered immediately and that, for purposes of Fed. R.
Bankr. P. 7062, is an order authorizing sale of property of the
estate.
The stay created pursuant to Fed. R. Bank. P. Rule 6004(h) is not
be applicable to the Order.
About J&P Flash
J&P Flash, Inc., a company in West Memphis, Ariz., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tenn. Case No. 21-23968) on Dec. 1, 2021, listing up to $50,000 in
assets and up to $10 million in liabilities. Dwayne Jones, vice
president of J&P Flash, signed the petition.
Judge Denise E. Barnett oversees the case.
Glankler Brown, PLLC serves as the Debtor's legal counsel.
JINZHENG GROUP (USA): Taps Atkinson as Special Counsel
------------------------------------------------------
Jinzheng Group (USA), LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Atkinson
Andelson Loya Ruud & Romo as special counsel.
The Debtor needs the firm's legal assistance in two separate
lawsuits: one against Testa et al., Adversary Proceding No.
2:22-ap-01088-ER, and the other against Betula Lenta, Inc. et al.,
Adversary Proceding No. 2:22-ap-01090-ER. There is also a pending
contested matter pending with respect to the Debtor's objection to
Betula's claim.
The firm will be paid at these rates:
Damian J. Martinez, Esq. $500 per hour
Michael Mauceri, Esq. $430 per hour
Ivy Gao, Esq. $365 per hour
The firm will also be reimbursed for its out-of-pocket expenses.
The retainer fee is $80,000.
Damian Martinez, Esq., a partner at Atkinson, 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:
Damian J. Martinez, Esq.
Atkinson Andelson Loya Ruud & Romo
201 South Lake Avenue, Suite 300
Pasadena, CA 91101
Tel: (626) 583-8600
Fax: (626) 583-8610
Email: Damian.Martinez@aalrr.com
About Jinzheng Group (USA)
Jinzheng Group (USA) LLC, owner of multiple properties in Los
Angeles County, Calif., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-16674) on Aug. 24,
2021, listing up to $50 million in both assets and liabilities.
Judge Ernest M. Robles oversees the case.
Danning Gill Israel & Krasnoff, LLP and Atkinson Andelson Loya Ruud
& Romo serve as the Debtor's bankruptcy counsel and special
counsel, respectively.
The U.S. Trustee for Region 16 appointed an official committee of
unsecured creditors on Jan. 25, 2022. The committee is represented
by Pachulski Stang Ziehl & Jones, LLP.
JUUL LABS: Appeals Court Delays FDA's Ban on Juul E-Cigarettes
--------------------------------------------------------------
CNBC reports that Juul Labs is seeking to extend a temporary stay
on the Food and Drug Administration's ban of its e-cigarettes,
according to a court filing Tuesday.
Juul said in the filing that the agency overlooked more than 6,000
pages of data that it provided about the aerosols generated by
heating the liquid in its pods and that users ultimately inhale.
The FDA had said last week the company's application for market
approval gave insufficient or conflicting data about the potential
risks of using its products, including whether potentially harmful
chemicals could leak from Juul pods.
A representative for the FDA declined to comment on the filing,
saying the agency does not comment on ongoing litigation.
"Had FDA done a more thorough review (like it did for other
applicants), it would have seen data showing that those chemicals
are not observable in the aerosol that JUUL users inhale," the
company said in the filing with the U.S. District Court of Appeals
for the District of Columbia Circuit.
Juul also cited a "backdrop of immense political pressure" that it
said influenced the FDA's decision. It said in its filing that
taking its products off store shelves, even temporarily, would
permanently damage its brand and that its customers would either
use competitors’ products or return to traditional cigarettes.
Over the last year, rival e-cigarette makers British American
Tobacco and NJOY have won approvals from the FDA for their
e-cigarettes, although the agency rejected some of the flavored
products submitted by those companies. The agency said it approved
those companies' tobacco-flavored products because they proved they
could benefit adult smokers and outweighed the risk to underage
users.
Juul had been the market leader in e-cigarettes since 2018,
according to Euromonitor International. As of 2020, the company
held 54.7% share of the $9.38 billion U.S. e-vapor market.
The company said that no other rival had their application denied
for similar reasons and that the FDA offered no explanation for why
it held Juul to a different standard. Juul had been seeking
approval for its vaping device and tobacco- and menthol-flavored
pods.
Last Thursday, the FDA denied to authorize the products and said
the company had to stop selling its products effective immediately.
The next day, the Columbia Circuit Court of Appeals granted the
emergency request for a stay, pending its appeal of the decision.
About Juul Labs Inc.
JUUL Labs, Inc., formerly known as Pax Labs, Inc., is an American
electronic cigarette company, with its principal place of business
in San Francisco, California.
LEAR CAPITAL: Court Directs Appointment of Customers' Committee
---------------------------------------------------------------
Judge Brendan Shannon of the U.S. Bankruptcy Court for the District
of Delaware authorized the U.S. Trustee for Region 3 to appoint an
official committee that will represent customer creditors in Lear
Capital, Inc.'s Chapter 11 case.
The order came after Lear Capital agreed to a deal allowing the
appointment of a formal customers' committee, giving customers more
leeway to investigate allegations of predatory business practices.
R. Stephen McNeill, Esq., at Potter Anderson & Corroon, LLP, the
attorney tapped by customers who requested the appointment, said a
formal customers' committee is necessary not only to investigate
Lear Capital's business operations but also to investigate
additional assets that can be liquidated in order to increase the
pool available for creditors.
The customers believe Lear Capital may have thousands of customers
and that the company may have unencumbered assets worth
approximately $18 million, which are enough to pay valid customer
claims.
About Lear Capital
Lear Capital Inc. is a silver and gold coin dealer based in Los
Angeles, Calif.
Lear Capital filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Del. Case No. 22-10165) on March 2,
2022, to weather possible future legal claims associated with its
sales practices as well as customer disclosures. Jami B. Nimeroff
serves as Subchapter V trustee.
As of Feb. 28, 2022, Lear Capital had assets of $34,449,619 against
liabilities of $22,355,066.
Judge Brendan Linehan Shannon oversees the case.
The Debtor tapped Shulman Bastian Friedman & Bui, LLP as general
bankruptcy counsel; Morris James, LLP as local counsel; Mitchell
Silberberg & Knupp, LLP and The Cook Law Firm, P.C. as special
counsels; Paladin Management Group as financial advisor; and Baker
Tilly US, LLP as accountant. BMC Group, Inc., is the claims,
noticing and administrative agent.
LIVEONE INC: Incurs $43.9 Million Net Loss in FY Ended March 31
---------------------------------------------------------------
LiveOne, Inc. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K disclosing a net loss of $43.91 million
on $117.02 million of revenue for the year ended March 31, 2022,
compared to a net loss of $41.82 million on $65.23 million of
revenue for the year ended March 31, 2021.
LiveOne's CEO and Chairman, Robert Ellin, commented, "The momentum
in LiveOne's audio business, which includes Slacker Radio and
PodcastOne, continues to improve as a result of continued growth of
paid members through partnerships, including Tesla, as well as an
increase in advertising and sponsorships. We currently expect
those two subsidiaries to collectively achieve revenue in excess of
$80 million in Fiscal 2023."
Mr. Ellin continued, "We have strategically pivoted and
aggressively reduced costs and overhead by more than $23 million on
an annual basis, which has allowed us to accelerate our path and
timeline to achieve positive adjusted EBITDA*. I am excited to
report that we expect adjusted EBITDA* between $0.5 million and $1
million in the current quarter ending June 30, 2022, and between $5
million and $10 million for Fiscal 2023."
As of March 31, 2022, the Company had $76.82 million in total
assets, $87.74 million in total liabilities, and a total
stockholders' deficit of $10.92 million.
Los Angeles, California-based BDO USA, LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated June 29, 2022, citing that the Company has suffered recurring
losses from operations, negative cash flows from operating
activities and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
Fourth Quarter Fiscal 2022 Results Summary Discussion
For Q4 Fiscal 2022, LiveOne posted revenue of $23.4 million versus
$21.0 million in the prior year. The increase was largely due to
the growth in advertising, as well as membership revenue related to
the growth in members year-over-year.
Q4 Fiscal 2022 Operating Loss was ($8.3) million compared to a
($8.8) million in the quarter ended March 31, 2021. The $0.5
million decrease in Operating Loss was largely a result of improved
contribution margins.
Q4 Fiscal 2022 Adjusted EBITDA was a ($4.8) million loss, as
compared to Q4 Fiscal 2021 Adjusted EBITDA of a ($2.4) million
loss. Q4 Fiscal 2022 Adjusted EBITDA was comprised of Operations
Adjusted EBITDA of a ($1.8) million loss and Corporate Adjusted
EBITDA of a ($3.0) million loss. The Operations Adjusted EBITDA of
a ($1.8) million loss was driven by Contribution Margin of $5.1
million, offset by operating expenses of $6.9 million.
Capital expenditures for Q4 Fiscal 2022 totaled approximately $0.9
million, which were driven by capitalized software costs associated
with development of LiveOne's integrated music player and
pay-per-view services.
At March 31, 2022, LiveOne had $13.2 million in cash and cash
equivalents, which includes restricted cash of $0.3 million.
LiveOne is maintaining its previous guidance for Fiscal 2023
revenue and Adjusted EBITDA which are expected to be $125 million -
$140 million and $5 million - $10 million, respectively.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1491419/000121390022035870/f10k2022_liveoneinc.htm
About LiveOne
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ:
LVO) (formerly known as LiveXLive Media, Inc.) is a creator-first,
music, entertainment and technology platform focused on delivering
premium experiences and content worldwide through memberships and
live and virtual events.
MADISON SQUARE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Madison Square Boys & Girls Club, Inc.
250 Bradhurst Avenue
New York, NY 10039
Business Description: The Debtor operates as a non-profit
organization engaged in civic, social, and
fraternal activities, as well as offers
youth development programs.
Chapter 11 Petition Date: June 29, 2022
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 22-10910
Debtor's Counsel: Alan W. Kornberg, Esq.
Andrew M. Parlen, Esq.
William A. Clareman, Esq.
John T. Weber, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019
Tel: (212) 373-3000
Fax: (212) 757-3990
Email: akornberg@paulweiss.com
Debtor's
Special
Litigation
Counsel: FRIEDMAN KAPLAN SEILER & ADELMAN LLP
Debtor's
Special
Insurance
Counsel: PILLSBURY WINTHROP SHAW PITTMAN LLP
Debtor's
Financial
Advisor: TENEO CAPITAL, LLC
Debtor's
Claims,
Noticing,
Solicitation &
Administrative
Advisor: EPIQ CORPORATE RESTRUCTURING, LLC
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Jeffrey Dold as chief financial
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/W5UWFTA/Madison_Square_Boys__Girls_Club__nysbke-22-10910__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Raphaelson & Levine Law Firm, CVA Litigation Undetermined
P.C.
14 Penn Plaza, Suite 1718
New York, NY 10122
Contact: Steven Gershowitz
Tel: (212) 268-3222
Fax: (212) 268-3313
Email: sgershowitz@rllawyers.com
2. The Marsh Law Firm, PLLC CVA Litigation Undetermined
31 Hudson Yards, 11th Floor
New York, NY 10001-2170
Contact: Jennifer Freeman,
James Marsh, Katie Shipp,
Margaret Mabie, Brooke E.
Berger
Tel: (212) 372-3030
Fax: (914) 206-3998
Email: katieshipp@marsh.law;
jenniferfreeman@marsh.law;
jamesmarsh@marsh.law;
margaretmabie@marsh.law
3. PFAU Cochran Vertetis CVA Litigation Undetermined
Amala PLLC
31 Hudson Yards, 11th Floor
New York, NY 10001-2170
Contact: Vincent T. Nappo,
Angela Doumanian
Tel: (212) 300-2444
Fax: (206) 623-3624
Email: vnappo@pcvalaw.com;
adoumanian@pcvalaw.com
4. Herman Law firm, PA CVA Litigation Undetermined
434 W. 33rd Street
Penthouse
New York, NY 10001
Contact: Jeff Herman,
Daniel G. Ellis,
Stuart S. Mermelstein,
Jason S. Sandler,
Alexandra Slater,
Tel: (212) 390-0100
Fax: (305) 931-0877
Email: jhermann@hermanlaw.com
5. Slater Slater Schulman LLP CVA Litigation Undetermined
488 Madison Avenue, 20th Floor
New York, NY 10022
Contact: Adam P. Slater, Linc.
C. Leder
Tel: (212) 922-0906
Fax: (212) 922-0907
Email: aslater@sssfirm;
lleder@sssfirm.com
6. Levy Konigsberg LLP CVA Litigation Undetermined
605 Third Ave., 33rd Floor
New York, NY 10158
Contact: Renner K. Walker,
Corey M. Stern, Anna Kull,
Matthew J. Shock
Tel: (800) 315-3806
Fax: (212) 627-8182
Email: info@levy-law.com;
cstern@levylaw.com;
rwalker@levylaw.com;
akull@levylaw.com;
mshock@levylaw.com
7. Grant & Eisenhofer, P.A. CVA Litigation Undetermined
485 Lexington Avenue, 29th Floor
New York, NY 10017
Contact: Barbara J. Hart,
Irene Lax, Samantha Breitner
Tel: (646) 722-8550
Fax: (646) 722-8501
Email: bhart@gelaw.com;
ilaw@gelaw.com;
sbreitner@gelaw.com
8. Bleakley Platt & Schmidt, LLP CVA Litigation Undetermined
One North Lexington Avenue
White Plains, NY 10601
Contact: William P. Harrington,
Adam Rodriguez
Tel: (914) 949-2700
Fax: (914) 683-6956
Email: wpharrington@bpslaw.com;
arodriguez@bpslaw.com
9. Weitz Luxenberg CVA Litigation Undetermined
700 Broadway
New York, NY 10003
Contact: Jerry Kristal
Tel: (856) 755-1115
Fax: (856) 755-1995
Email: jkristal@weitzlux.com;
info@weitzlux.com
10. Merson Law, PLLC CVA Litigation Undetermined
950 Third Avenue, 18th Floor
New York, NY 10022
Contact: Jordan K. Merson,
Giovanna Mabile
Tel: (212) 603-9100
Fax: (347) 441-4171
Email: jmerson@mersonlaw.com;
gmabile@mersonlaw.com
11. Silver & Kelmachter, LLP CVA Litigation Undetermined
11 Park Place Suite 1503
New York, NY 10007
Contact: Sameer Nath
Tel: (212) 661-8400
Fax: (212) 661-1242
Email: snath@silvermachter.com
12. Marcowitz Law Firm CVA Litigation Undetermined
225 Broadway 38th Floor
New York, NY 10007
Contact: Edward L.C. Marcowitz
Tel: (718) 529-4040
Fax: (212) 214-0598
Email: ed@marcowitzlaw.com
13. Seeger Weiss LLP CVA Litigation Undetermined
100 Church Street 8th Floor,
Suite 835
New York, NY 10007
Contact: Stephen A. Weiss,
Michael Rosenberg,
Fhilippa Ratzki
Tel: (212) 584-0700
Fax: (212) 584-0799
Email: sweiss@seegerweiss.com;
mrosenberg@seegerweiss.com
14. Williams Ceder LLC CVA Litigation Undetermined
1515 Market Street, Suite 1300
Philadelphia, PA 19102-1931
Contact: Gerald J. Williams,
Beth G. Cole, Shauna L. Friedman
Tel: (215) 557-0099
Fax: (215) 557-0673
Email: gwilliams@willaimscedar.com;
bcole@willaimscedar.com;
sfriedman@willaimscedar.com
15. The Simpson Tuegel Firm CVA Litigation Undetermined
3301 Elm Street
Dallas, tX 75226
Contact: Michelle Simpson Tuegel
Tel: (214) 774-9121
Fax: (214) 614-9218
Email: michelle@stfirm.com
16. Abraham, Watkins, Nichols, CVA Litigation Undetermined
Sorrels
800 Commerce Street
Houston, TX 77002-1776
Contact: Agosto & Aziz;
Muhammad S. Aziz
Tel: (713) 222-7211
Fax: (713) 225-0827
Email: info@abrahamwatkins.com
17. Harnick and Harnick, P.C. CVA Litigation Undetermined
305 Broadway, Suite 602
New York, NY 10007
Contact: Robert Harnick
Tel: (212) 962-5065
Fax: (212) 267-8758
Email: rharnick@harnicklaw.com;
tharnick@harnicklaw.com
18. Alda Building Company LLC Trade Vendor $0
128 Norman Avenue
Brooklyn, NY 11222
Contact: Richard Musial,
Principal
Tel: (917) 440-6909
Email: aldabldgco@aol.com
19. GEM Mechanical, LLC Trade Vendor $0
200 Franklin St Ste 3 Box 2
Brooklyn, NY 11222
Tel: (718) 383-1928
Email: gemmechanical@gmail.com
20. J & L Service NYC Inc. Trade Vendor $0
1949 66th Street
Brooklyn, NY 11204
Contact: Kenney Yeung,
Principal
Tel: (917) 939-0256
Email: yeungkee@yahoo.com
Certain creditors identified are listed with "$0" claim amounts.
With respect to those creditors, the Debtor believes that invoices
for outstanding amounts that may be owed to such creditors may not
yet have been received by the Debtor.
MATHESON FLIGHT: Has Deal on Cash Collateral Access Thru July 27
----------------------------------------------------------------
Matheson Flight Extenders, Inc. and Matheson Postal Services, Inc.
advised the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division, that they have reached an
agreement with Bank of America, N.A. and its affiliate, Banc of
America Leasing & Capital LLC, regarding the use of cash collateral
and now desire to memorialize the terms of this agreement into an
agreed order. The Debtors also request that the Court hold a final
hearing on the matter on July 27, 2022 at 11 a.m.
The Cash Collateral Stipulation:
a. authorizes MFE and MPS to use cash collateral on an interim
basis through September 2, 2022, or such later date as may be
mutually agreed by BofA, the Debtors, and the Official Committee of
Unsecured Creditors in accordance with the budget (subject to
permitted variances);
b. grants BofA adequate protection in the form of: (i)
replacement liens on post-petition collateral (other than avoidance
actions) for any diminution in the amount of its secured claim
occasioned by use of cash collateral, (ii) allowance of a
Bankruptcy Code section 507(b) claim to the extent that the
replacement liens are insufficient to provide BofA adequate
protection, and (iii) payment of adequate protection in respect to
the Debtors' use of one piece of equipment financed by BofA; and
c. requires the Debtors to comply with certain financial
reporting obligations to BofA and the Committee.
The Debtors are required to pay various ongoing expenses in the
ordinary course of business to preserve and enhance the value of
its assets for the benefit of creditors and other stakeholders.
BofA is the only creditor known by the Debtors to have an interest
in cash collateral, and the Debtors believe that BofA is
substantially over-secured.
As of May 31, 2022, MFE has $57,613,576 in total assets and
$58,362,046 in total liabilities while MPS has $21,179,690 in total
assets and $30,812,300 in total liabilities.
When the Debtors filed for Chapter 11, they were experiencing
substantial operating losses. The Debtors have since undertaken a
financial analysis of the profitability of their customer contracts
and entered into negotiations with principal customer, USPS, in an
effort to remediate the post-bankruptcy operating losses. On June
8, 2022, the Debtors entered into an agreement with the USPS to
modify the economic terms of a number of contracts. Under this
agreement, four so-called over the road contracts between MPS and
USPS were terminated effective June 18. In addition, the pricing of
nine contracts between MFE and USPS was converted to a cost-plus
model through September 2. During this time the parties expect to
negotiate over which of the existing contracts will be assumed or
rejected.
The process of financial review and negotiations with USPS over
contracts determined to be unprofitable remains ongoing. The
Debtors note the revenue assumptions in the Budget therefore
include anticipated agreements with USPS on additional contract
modifications. As a result, the Debtors expect to operate
profitably in these cases until it is determined which of the USPS
contracts will be continued on a long-term basis.
The Debtors believe the value of the collateral securing BofA's
claim significantly exceeds the aggregate amount owed to BofA.
Assuming arguendo that the entire amount of the letters of credit
are drawn, BofA would be owed approximately $13.9 million as of the
Petition Date. Combined, MFE and MPS's equipment, cash, and
accounts receivable in which BofA also asserts a security interest
were worth $54.7 million as of May 31, 2022. In addition, four
parcels of real property owned by non-debtors serving as additional
collateral were valued in the aggregate at $12.3 million as of
March 31, 2022. While equipment does depreciate in value over time,
there is no reason to anticipate a sudden decline in its value over
the near term. Similarly, MFE and MPS are continuing to operate and
generate new accounts receivable. Hence, the Debtors believe the
total value of the assets BofA claims as its collateral exceeds $67
million. The value of BofA's collateral over and above what it is
owed provides BofA with adequate protection for its asserted
secured claim.
A copy of the stipulation and the Debtors' 13-week budget is
available at https://bit.ly/3udPElf from PacerMonitor.com.
The budget provides for total cash outflows, on a weekly basis, as
follows:
$1,552,556 for the week ending June 10, 2022;
$1,904,514 for the week ending June 17, 2022;
$1,545,418 for the week ending June 24, 2022;
$2,493,527 for the week ending July 1, 2022;
$1,565,706 for the week ending July 8, 2022;
$1,563,292 for the week ending July 15, 2022;
$1,529,969 for the week ending July 22, 2022;
$1,983,068 for the week ending July 29, 2022;
$1,871,502 for the week ending August 5, 2022;
$1,825,292 for the week ending August 12, 2022;
$1,488,292 for the week ending August 19, 2022;
$1,622,469 for the week ending August 26, 2022; and
$2,075,785 for the week ending September 2, 2022.
About Matheson Flight Extenders, Inc.
Matheson Flight Extenders, Inc. and Matheson Postal Services, Inc.
provide short and long-haul transportation, logistics and ground
handling services.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-21148) on May 5,
2022. In the petition signed by Charles J. Mellor, chief
restructuring officer, the Debtors disclosed up to $50 million in
both assets and liabilities. As of May 31, 2022, MFE has
$57,613,576 in total assets and $58,362,046 in total liabilities
while MPS has $21,179,690 in total assets and $30,812,300 in total
liabilities.
Judge Christopher M. Klein oversees the case.
Gregory C. Nuti, Esq., at Nuti Hart LLP is the Debtors' counsel.
MCGRAW HILL: Fitch Withdraws 'B+' LongTerm IDR
----------------------------------------------
Fitch Ratings has withdrawn McGraw Hill LLC's Long-Term Issuer
Default Rating (LT IDR) of 'B+' with a Negative Outlook due to the
company's reorganization following its 2021 acquisition by Platinum
Equity. Accordingly, Fitch will no longer provide ratings for
McGraw Hill LLC.
In October 2021, Fitch assigned a 'B+' LT IDR to McGraw-Hill
Education, Inc. (MHE), which had replaced McGraw Hill LLC as
borrower/issuer following MHE's 2021 acquisition by Platinum
Equity, with a Stable Outlook. Fitch also affirmed MHE's existing
'BB+'/'RR1' senior secured debt rating, originally rated under
McGraw Hill LLC, and assigned issue ratings to newly issued debt
tranches at MHE. McGraw Hill LLC no longer has any outstanding debt
and is not expected to issue any.
KEY RATING DRIVERS
Key Rating Drivers do not apply as the ratings have been
withdrawn.
RATING SENSITIVITIES
Rating Sensitivities do not apply as the ratings have been
withdrawn.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
DEBT RATING PRIOR
---- ------ -----
McGraw Hill LLC LT IDR WD Withdrawn B+
MD HELICOPTERS: Sale of Substantially All Assets to MDH Approved
----------------------------------------------------------------
Judge Karen B. Owens of the U.S. District Court for the District
Delaware authorized MD Helicopters Inc. and affiliate to sell
substantially all their assets to MDH Holdco, LLC, or its
Designated Purchaser.
On the terms and subject to the conditions set forth in the
Agreement, the aggregate consideration for the Purchased Assets is
(a)(i) the credit bid against $150 million of the Obligations (as
defined in the Term Loan Agreement) as of the Closing and (ii) an
assumption by the Buyer of up to $60 million of the DIP
Obligations, subject to the Buyer reaching an acceptable agreement
for such assumption with the requisite lenders under the DIP
Facility; (b) the instruction to the Sellers to retain and use the
Retained Cash and (c) the assumption of the Assumed Liabilities;
provided, however, that the credit bid amount in Section 3.2(a)(i)
will be increased by the difference between $60 million and the
outstanding DIP Obligations being assumed pursuant to Section
3.2(a)(ii), up to a maximum increase of $30 million; provided,
further, that the Buyer reserves the right, in its sole discretion
to increase the Purchase Price (including any component thereof),
subject to the Bid Procedures Order and applicable Law.
The Asset Purchase Agreement and the Transaction Documents, and all
of the terms and conditions thereof, are approved as set forth
therein.
The sale is free and clear of all Interests of any kind or nature
whatsoever. All such Interests will attach solely to the proceeds
of the Transaction.
Pursuant to Sections 105(a), 363, and 365 of the Bankruptcy Code,
and subject to and conditioned upon the Closing, the Debtors'
assumption, assignment and transfer to the Buyer of the Assumed
Contracts is authorized and approved in full subject to the terms
set forth in the Order.
The stay of the Order provided in Bankruptcy Rules 6004(d) and
6004(h) will not be waived and will apply. For the avoidance of
doubt, the stay under Bankruptcy Rules 6004(d) and 6004(h) will
expire at 12:01 a.m. (ET) on the day that is 15 calendar days after
entry of the Order. Accordingly, the Debtors are authorized and
empowered to close the Transaction immediately upon expiration of
the stay under Bankruptcy Rules 6004(d) and 6004(h).
Ankura will receive, at and as a condition to Closing, cash in an
amount equal to Ankura's accrued and unpaid fees, expenses, and
costs, to the extent reimbursable under the Prepetition First Lien
Loan Documents (including, without limitation, the reasonable fees
and expenses of Milbank LLP, Richards, Layton & Finger, P.A.,
McAfee & Taft, P.C., and Arthur Cox LLP) (including any estimated
amounts incurred but not yet billed, subject to reconciliation and
return to the payor of any overpayment within five business days of
Closing or, in the event of any dispute concerning whether an
overpayment has occurred, as ordered by the Court), which will be
funded by the Debtors, the Buyer, or the Zohar Lenders. For the
avoidance of doubt, the fees, costs and expenses of Ankura will not
be payable from any proceeds payable to the Patriarch Lenders under
the DIP Order.
Notwithstanding any other provision of the Sale Order or the Asset
Purchase Agreement to the contrary, the claim of the Maricopa
County Treasurer for 2022 personal property taxes which are not yet
delinquent will be an Assumed Liability and the related lien
arising under applicable state law will be a Permitted Lien, and
such taxes will be timely paid under applicable state law by the
Buyer in the ordinary course of business.
The City of Huntington Beach's objection with respect to the
proposed assumption and assignment of its purchase order with the
Debtors dated June 18, 2021 (the "Purchase Order") remains pending
as of entry of the Order. Entry of the Order will not be deemed to
overrule the Huntington Beach Objection or prejudice Huntington
Beach's rights with respect to the proposed assumption and
assignment of the Purchase Order. For the avoidance of doubt, the
Purchase Order will not be deemed an Assumed Contract until entry
of a further order of the Court authorizing the Debtors to assume
the Purchase Order and assign it to the Buyer.
All time periods set forth in the Sale Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
The Debtors are authorized to change their legal names, and file
any necessary documents to effectuate such name changes, without
further order of the Court. Within three business days of changing
their names, the Debtors will file a motion to change the case
caption pursuant to Local Rule 9004-1(c).
About MD Helicopters
MD Helicopters Inc. is a global manufacturer and supplier of
commercial and military helicopters, spare parts, and related
services. The Company's sole manufacturing facility is located in
Mesa, Arizona.
MD Helicopters sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 22-10263) on March 30, 2022.
MD Helicopters estimated assets between $100 million to $500
million and liabilities between $100 million to $500 million.
Suzzanne Uhland, Esq., Adam S. Ravin, Esq., Brett M. Neve, Esq.,
Tianjiao (TJ) Li, Esq., Alexandra M. Zablocki, Esq., at Latham &
Watkins LLP are the Debtors' counsel. Moelis & Company LLC are the
Debtors' investment bankers. AlixPartners, LLP is the
restructuring
advisor. Prime Clerk LLC is the notice, claims and balloting
agent.
MINNESOTA ATHLETIC: Taps Cardone Ventures as Business Consultant
----------------------------------------------------------------
Minnesota Athletic Apparel, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Minnesota to employ Cardone
Ventures, LLC as its business consultant.
The firm's services include:
a. advice on financial management of the Debtor's business;
b. advice on marketing strategy and implementation;
c. advice on professional development of personnel;
d. training and theory on the development of a human resource
department;
e. advice and training on sales;
f. advice on various types of professionals that may need to be
consulted;
g. vision, commitment, and execution plans, which document best
practices from the Debtor's network of clients;
h. advice on expansion to multiple locations;
i. advice on partnership opportunities;
j. weekly touch base;
k. monthly strategy and advising call; and
l. quarterly business reviews.
The firm will be paid a monthly fee of $9,700 and will be
reimbursed for its out-of-pocket expenses.
Jeff Jessen, executive vice president of Cardone Ventures,
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:
Jeff Jessen
Cardone Ventures, LLC
203 Southeast Park Plaza Drive, Suite 270
Vancouver, WA 98684
Tel: (503) 536-0997
Email: jjessen@caroneventures.com
About Minnesota Athletic Apparel
Minnesota Athletic Apparel, Inc., a company in Minnetonka, Minn.,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. D. Minn. Case No. 22-40635) on April 22, 2022, listing
$1 million to $10 million in assets and $10 million to $50 million
in liabilities. Steve Gnoza, president of Minnesota Athletic
Apparel, signed the petition.
Judge William J. Fisher oversees the case.
Joseph W. Dicker, P.A. and Cardone Ventures, LLC serve as the
Debtor's legal counsel and business consultant, respectively.
MITEL NETWORKS: S&P Lowers ICR to 'CCC' on Lower Debt Reduction
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Mitel
Networks (International) Ltd. to 'CCC' from 'CCC+'. At the same
time, S&P Global Ratings lowered its issue-level ratings on the
company's first-lien senior secured debt to 'CCC' from 'CCC+' and
its second-lien senior secured debt to 'CC' from 'CCC-'. The
recovery ratings on the debt are unchanged at '3' and '6',
respectively.
The negative outlook reflects execution risk surrounding Mitel's
strategy to migrate its cloud customers to the RingCentral
platform. As a result, any operational misstep or declining
liquidity amid weakening macroeconomic and capital market
conditions could make Mitel vulnerable to debt restructuring in the
next 12 months.
S&P said, "We do not expect Ottawa-based telephony communications
company Mitel Networks (International) Ltd. to repay US$250 million
of debt in 2023, as we had expected previously, with proceeds of
RingCentral equity due to market volatility. Mitel's management
instead plans to invest cash proceeds from the equity sale in its
operations as the company transitions its business.
"In addition, the migration of customers to the RingCentral
platform is modestly slower than expected, and as such we do not
anticipate any meaningful EBITDA until the second half of 2022. As
a result, we project Mitel's debt leverage measures will remain
elevated above 10x, while ongoing investments will likely stress
liquidity in 2023."
Near-term liquidity could be stressed, with wider-than-expected
free operating cash flow deficits. S&P said, "We assess Mitel
Networks (International) Ltd.'s liquidity as 'less than adequate',
given the low levels of cash on the company's balance sheet
(approximately US$36 million of cash as of March 31, 2022) and
expectations of limited cash generation due to gross profit
declines. Furthermore, we forecast operational losses in 2023,
which would be mostly funded by the company's US$90 million
revolver credit facility (RCF) due Nov. 2023. There is a springing
covenant (not active as of first-quarter 2022) with a maximum
first-lien senior secured leverage ratio of 6.25x when RCF
utilization exceeds 35%, which could limit availability. Mitel is
in a transition phase and its ability to generate cash flow in the
near term is significantly reliant on successful migration of its
cloud customers to RingCentral's cloud platform. Under our previous
base-case scenario, we had expected Mitel would improve its
balance-sheet by reducing its debt from the monetization of
RingCentral's stock. However, over the past six months the value of
these holdings has declined by almost 78%, reflecting market
volatility, thereby limiting Mitel's balance-sheet capacity, which
is further pressured by the company's core on-premise operating
expenses and funding investments in its cloud business. Moreover,
despite modest capital expenditure (capex) and longer debt
maturities, we forecast that higher operating expenditure (opex;
due to supply chain challenges) would result in negative free cash
flow over the next 12 months. In our view, the growing risk of a
liquidity shortfall could likely lead to a debt restructuring in
the next few quarters."
S&P said, "We anticipate elevated credit measures due to
lower-than-expected debt reduction and slower-than-expected
subscriber migration. Mitel signed a strategic partnership in
November 2021 whereby RingCentral was the exclusive UCaaS (unified
communications as a service) partner to Mitel's 37 million
on-premise customer base and owned Mitel's intellectual property
rights and patents. Through first-quarter 2022, the migration
levels to RingCentral's cloud platform have been slower than
expected and we believe there will be execution risks underpinned
by weakening macroeconomic conditions. In addition, we expect
operational challenges associated with continued secular decline in
the Mitel unified communication (UC) business and increased opex
(freight and material costs stemming from supply chain
constraints). The restructuring costs related to workforce and
facility reductions as the company transitions its customers to
RingCentral have been front-end loaded and we do not expect any
material cash inflow from cost savings or migration of customers
until the second half of 2022. As a result, we now forecast the
company's adjusted EBITDA for fiscal 2022 to decline by about the
low-to-mid-teens percentage area compared with 2021; this will
result in elevation of adjusted debt to EBITDA of above 10.0x,
higher than our previous expectation of 7.0x-7.5x. The overarching
risk remains that any slowdown in the pace of customer migration
amid the greater macroeconomic uncertainty could affect cash flow
more than we forecast.
"The negative outlook reflects increased execution risk around
Mitel's strategy to migrate its cloud customers to the RingCentral
platform. Moreover, any weaker-than-forecast operational
performance and free operating cash flow deficits amid weakening
macroeconomic and capital market conditions could lead to a
financial covenants breach or make Mitel vulnerable to debt
restructuring in the next 12 months."
S&P could lower the ratings if it believes the company will default
on its debt or pursue a distressed debt exchange or debt
restructuring in the next six months. Amid currently weakening
macroeconomic and capital market conditions such scenarios are:
-- The company continues to burn cash, materially higher than in
S&P's base-case scenario, which could lead to a liquidity crisis.
-- Mitel's operating performance further weakens due to the
inability to transition customers to the RingCentral cloud platform
or EBITDA deterioration due to weaker-than-expected on-premise
revenues declines.
-- S&P could revise the outlook to stable if the company is
successful in transitioning customers to RingCentral's cloud
solutions and delivers meaningful organic EBITDA growth without
pressuring margins more than our base-case assumptions, leading to
an ability to maintain an adequate level of liquidity.
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Mitel, as is the
case for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns."
NATIONAL REALTY: Proposed Private Sale of Properties Approved
-------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey authorized the private sale proposed by
National Realty Investment Advisors, LLC, and affiliates of the
following:
a. 7th Street Capital 285, LLC's 285 7th Street Condominium
Unit No. 1, in Brooklyn, NY to Alyson, Phyllis and Kenneth Aversa
for $2.25 million;
b. 7th Street Capital 285, LLC's 285 7th Street Condominium,
Unit No. 2, in Brooklyn, NY to Sofian Rami and Yasmine Belkacemi
for $1.65 million;
c. 7th Street Capital 285, LLC's 285 7th Street Condominium,
Unit No. 3, in Brooklyn, NY to Nicolas Thiebaud and Clara
Cambon-Thiebaud for $2.125 million;
d. Seventh Street Capital 494, LLC's 494 Seventh Street
Condominium, Unit No. 1, in Brooklyn, NY to Sarah Greenberg and
Oded Burger for $2.35 million;
e. Seventh Street Capital 494, LLC's 494 Seventh Street
Condominium, Unit No. 2, in Brooklyn, NY to Alan Zhou and Frances
Lee for $1,630,500;
f. Cherry Street Capital 113-27 LLC's property located at 116
N. Croskey St., Philadelphia, PA to Jennifer Terker and Michael
Petrakis for $1,762,500;
g. Cherry Street Capital 113-27 LLC's property located at 124
N. Croskey St., Philadelphia, PA to Timothy Nester and Christopher
Eckman for $1.8 million; and
h. Wright By The Sea 1901 LLC's Ocean Delray Condominium,
Unit #8 in Delray Beach, FL to Matt Wollman for $6.45 million.
The Debtors are authorized to enter into the Sale Agreements and
effectuate the sale transactions contemplated therein.
The Purchasers will acquire Properties on an "as is, where is"
basis without any representations or warranties from the Debtors as
to the quality or fitness of such Properties for either their
intended or any other purposes.
The sale is free and clear of all liens, claims, encumbrances and
interests with any such liens, claims, encumbrances and interests
attaching only to the sale proceeds.
The Debtors are authorized to execute and deliver all instruments
and documents and take such other action as may be necessary or
appropriate to implement and effectuate the sale transaction with
the Purchaser pursuant to the Order.
Notwithstanding Bankruptcy Rule 6004(h), the Order will be
effective and enforceable immediately upon entry thereof.
All proceeds from the sales -- including, for the avoidance of
doubt, any applicable broker/sales commissions owed or to be paid
in connection with the sales to the Purchasers -- will be held in
escrow by the Debtors pending further order of the Court.
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.
NEOVIA LOGISTICS: S&P Downgrades ICR to 'CCC-', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating to 'CCC-' on
Neovia Logistics L.P. S&P has also lowered its issue-level rating
on the company's first-lien debt to 'CCC-'. There is no change to
the '4' recovery rating (rounded estimate: 35%).
The negative outlook reflects the uncertainty regarding the
company's performance, as well as S&P's expectations for weaker
macroeconomic growth and higher interest rates over the next 12
months.
Neovia has received a waiver from its lenders extending the
reporting deadline for its year-end 2021 audited financial results
and financial budget until the end of July.
S&P said, "We believe the delay in financial reporting reduces
information around Neovia's operating results. Neovia has received
permission from its lenders to delay reporting of its full-year
2021 results and first quarter 2022 results until July. The company
last reported results in September 2021. As such, we believe it is
difficult to gauge the company's recent performance and update our
expectations for future results. We continue to view Neovia's
capital structure as unsustainable over the long term due in part
to the portion of payment-in-kind (PIK) interest, and the company's
high debt leverage limits its financial flexibility. As of the 12
months ending Sept. 30, 2021, the company's S&P Global
Ratings'-adjusted debt to EBITDA was in the 10x-11x area, including
the company's preferred equity.
"We believe the company could face a more challenging macroeconomic
environment. S&P Global Ratings Economics recently lowered its
forecast for U.S. economic growth in 2022 and 2023, amid high
inflation and rising interest rates. Although Neovia generates a
large portion of its revenue from aftermarket automotive parts,
demand for which tends to be stable even during downturns, we
believe a weaker economy could lead to lower volumes or a more
difficult pricing environment." Furthermore, Neovia's capital
structure consists primarily of floating-rate debt, including its
first-lien term loan, which bears interest at LIBOR plus 6.5%.
Weaker performance along with a higher base rate could reduce
Neovia's ability to service its debt obligations.
The negative outlook reflects the uncertainty regarding the
company's recent operating performance given the delay in financial
reporting, as well as the prospect for weaker macroeconomic growth
over the next 12 months that could lead to lower demand for the
company's services.
S&P could lower its rating on the company over the next six months
if it believes there is an increased likelihood that the company
engages in a transaction we would view as distressed. This could
occur if:
-- The company's recent operating performance is below our
previous expectations; or
-- Lower revenue or cash flow constrains liquidity.
S&P could raise its rating over the next six months if it no longer
believes there is an elevated risk of a distressed exchange in the
near term even if it continues to view its capital structure as
unsustainable. This could occur if:
-- The company's recent operating performance is in line with our
prior expectations; and
-- S&P believes there is less risk to the company's business from
slower economic growth.
ESG Credit Indicators: E-2, S-2, G-3
NEXTSPORT INC: Seeks to Hire Kornfield as Legal Counsel
-------------------------------------------------------
Nextsport, Inc. received approval from the U.S. Bankruptcy Court
for the Northern District of California to employ Kornfield Nyberg
Bendes Kuhner & Little, P.C. to handle its Chapter 11 case.
The firm will be paid at these rates:
Attorneys $415 to $475 per hour
Paralegals $90 per hour
The firm will also be reimbursed for its out-of-pocket expenses.
Kornfield received a retainer of $75,000.
Eric Nyberg, Esq., a partner at Kornfield, 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:
Eric A. Nyberg, Esq.
Kornfield Nyberg Bendes Kuhner & Little, P.C.
1970 Broadway, Suite 600
Oakland, CA 94612
Tel: (510) 763-1000
Fax: (510) 273-8669
Email: info@kornfieldlaw.com
About Nextsport Inc.
Nextsport Inc. is a company in Oakland, Calif., that designs,
manufactures, and sells battery-powered wheeled products.
Nextsport filed for Chapter 11 protection (Bankr. N.D. Calif. Case
No. 22-40569) on June 13, 2022. In the petition filed by David
Lee, chief executive officer, Nextsport listed $10 million to $50
million in both assets and liabilities.
The case is assigned to Judge William J. Lafferty.
Eric A. Nyberg, Esq., at Kornfield Nyberg Bendes Kuhner & Little is
the Debtor's counsel.
NORTHWEST SENIOR: Ferguson Braswell Represents Phillimore, Clay
---------------------------------------------------------------
In the Chapter 11 cases of Northwest Senior Housing Corporation, et
al., the law firm of Ferguson Braswell Fraser Kubasta PC submitted
a verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure, to disclose that it is representing the
following Clients:
a. Phillimore Family Holdings, LP and Richard M. and Jean
Huff, c/o Larry Huff, 1311 Regency Court, Southlake, TX
76092; and
b. Clay Estes in his capacity as executor of the estate of
John L. Estes, 11420 Wonderland Trail, Dallas, TX 75229.
Both Clients are creditors of Debtor Northwest Senior Housing
Corporation and may hold one or more unliquidated or contingent
claims arising from the respective LifeCare Agreements between such
Debtor, on one hand, and the Clients or their authorized
representatives, on the other.
Both Clients have engaged the Firm to represent them in connection
with these jointly administered chapter 11 cases.
The interests held by each of the Clients did not arise in
connection with the Clients acting together pursuant to a committee
arrangement, either in the past or at this time.
Counsel for Phillimore Family Holdings LP and Richard M. and Jean
Huff and Clay Estes as Executor of the Estate of John L. Estes can
be reached at:
Rachael L. Smiley, Esq.
FERGUSON BRASWELL FRASER KUBASTA PC
2500 Dallas Parkway, Suite 600
Plano, TX 75093
Telephone: 972-378-9111
Facsimile: 972-378-9115
E-mail: rsmiley@fbfk.law
A copy of the Rule 2019 filing is available at
https://bit.ly/3R0TrMa at no extra charge.
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.
OLDSMAR JJ: Auction of Substantially All Assets Set for July 20
---------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Oldsmar JJ, LLC's bidding procedures
in connection with the sale of substantially all of the assets it
used in the operation of Jimmy John's sandwich shop, store # 2346,
located at 3970 Tampa Road, in Oldsmar, Pinellas County, Florida,
to BMJ SUBS, LLC, for $80,000, subject to overbid.
The U.S. Trustee's objection to the proposed sale is overruled.
The sale will be free and clear of liens, claims, and
encumbrances.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: July 13, 2022, at 4:00 p.m. (EDT)
b. Initial Bid: A "Qualified Bid" must exceed the existing
Purchase Price by at least $5,000 plus the Break-up Fee ($2,000).
c. Deposit: $5,000
d. Auction: If at least one Qualified Bid, other than the
Stalking Horse Purchaser Bid, has been received, Debtor will
conduct an auction at the offices of Timothy B. Perenich, Perenich
Law, PL, 25749 US Highway 19 N Ste 200, on July 20, 2022, at 10:00
a.m. (EDT).
e. Bid Increments: $5,000
f. Sale Hearing: July 27, 2022, at 2:00 p.m. (EDT)
Upon approval of the sale at the July 27, 2022 final hearing, The
Huntington Bank, which claims a first priority lien on the Debtor's
assets, will be immediately paid the sum of $16,780 from the sale
proceeds in satisfaction of its secured claim.
A copy of the Bidding Procedures is available at
https://tinyurl.com/ydaykydn from PacerMonitor.com free of charge.
About Oldsmar JJ LLC
Oldsmar JJ, LLC, is an Oldsmar, Fla.-based privately held company
in the fast-food & quick-service restaurants business.
Oldsmar JJ sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 20-07204) on Sept. 26, 2020. The
petition was signed by Scott Zieba, managing member.
At the time of the filing, Debtor estimated assets of between
$100,000 and $500,000 and liabilities of between $1 million and
$10
million.
Steven M. Fishman, PA, is the Debtor's legal counsel.
OVERLOOK ROAD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Overlook Road Los Gatos Development, LLC
1190 Park Avenue
San Jose, CA 95126
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
The Debtor owns a single family residence
situated on one acre at 19042 Overlook Road,
Los Gatos, California valued at $0 (based on
owner's opinion).
Chapter 11 Petition Date: June 29, 2022
Court: United States Bankruptcy Court
Northern District of California
Case No.: 22-50557
Judge: Hon. Stephen L. Johnson
Debtor's Counsel: Stanley Zlotoff, Esq.
STANLEY A. ZLOTOFF
300 South First Street
Suite 215
San Jose, CA 95113
Tel: (408) 287-5087
Fax: (408) 287-7645
Total Assets: $0
Total Liabilities: $3,124,327
The petition was signed by Saul Flores as managing member.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OXO6A3Y/The_Overlook_Road_Los_Gatos_Development__canbke-22-50557__0001.0.pdf?mcid=tGE4TAMA
OWN VRP: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of Own VRP, LLC, according to court dockets.
About OWN VRP LLC
OWN VRP LLC, a Florida-based domestic liability company, sought
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
22-01687) on May 9, 2022. In the petition filed by Ben Kaley,
member, the Debtor disclosed between $1 million and $10 million in
both assets and liabilities.
Judge Grace E. Robson oversees the case.
R. Scott Shuker, Esq., at Shuker & Dorris, PA, is the Debtor's
counsel.
PBF HOLDING: S&P Upgrades ICR to 'BB-' on Notes Redemption
----------------------------------------------------------
S&P Global Ratings upgraded PBF Holding to 'BB-' from 'B+'. The
outlook is positive. S&P also raised the issue-level ratings on its
senior secured debt to 'BB+' from 'BB' and the senior unsecured
debt to 'BB-' from 'B+'. The '1' recovery rating on the secured
debt and '4' recovery rating on the unsecured notes are unchanged.
The positive outlook on PBF Holding reflects the robust refining
margin environment that can allow the company to generate
meaningful excess cash to reduce outstanding debt further.
PBF Holding will fully repay the senior secured notes due in 2025.
It will redeem its $1.25 billion of 9.25% senior secured notes on
July 11 at a redemption price of 104.625% plus accrued and unpaid
interest to the date of redemption. This will bring its fixed debt
back to pre-pandemic levels. PBF Holding issued this debt during
the pandemic to bolster its liquidity position. Now that the
company is generating sufficient excess cash, it no longer requires
this additional debt.
Record refining margins will lead to meaningful surplus cash.
S&P said, "We forecast PBF Holding will realize consolidated
refining gross margins well above those in the first quarter. PBF
generated refining gross margin per barrel excluding special items
of approximately $11 per barrel (bbl), and we expect full-year
margins to be at least $5/bbl higher. These strong margins allow
the company to repay its senior secured notes in full and still
have meaningful surplus cash. PBF Holding can continue to focus on
debt reduction since we forecast it to end the year with S&P Global
Ratings-adjusted leverage below 1x. When calculating adjusted
leverage, we net most of its available cash against its total debt
balance. As a result, the refining margin environment positions PBF
Holding to operate at lower net debt than before the pandemic."
PBF Holding is the main counterparty for master limited partnership
PBF Logistics L.P. (PBFX).
Most of PBFX's volumes and EBITDA comes from PBF Holding, so the
credit quality of PBFX depends on that of PBF Holding. On June 23,
the board of directors of ultimate parent PBF Energy Inc. adopted
resolutions authorizing certain officers to communicate, discuss,
and negotiate the terms of a potential business transaction with
the conflicts committee of the general partner of PBFX. This
includes acquiring the remaining common units not already owned by
PBF Energy. S&P said, "Although we recognize the benefits of a
potential simplification, our base-case does not assume a fold-in
of the partnership unless a formal agreement is announced. PBFX
continues to face near-term refinancing risk as the entire capital
structure matures in 2023. Its capital structure consists of a
revolving credit facility maturing in July 2023 and $525 million of
senior unsecured notes due May 15, 2023. We expect PBFX to continue
to reduce outstanding borrowings on its revolver approximately $20
million-$25 million each quarter, which as of the end of March had
$75 million outstanding. We expect the partnership to maintain an
adjusted debt-to-EBITDA ratio between 2.5x and 3x, which will allow
it to refinance its capital structure. That said, if the
partnership cannot do so in the latter half of this year, our
credit rating will deteriorate. If PBF Energy takes PBFX private by
acquiring the public units it does not hold, we would expect to
equalize the ratings on PBFX with the ratings on PBF Holdings."
The positive outlook reflects the robust refining margin
environment that can allow PBF Holding to operate at lower net debt
than before the pandemic.
S&P could revise the outlook to stable if PBF Holding:
-- Shifts to a more aggressive financial policy; or
-- Sustains consolidated adjusted debt to EBITDA above 4x.
S&P could raise the rating if the company:
-- Uses excess cash to reduce total outstanding debt to below
pre-pandemic levels; or
-- Finances meaningful improvements to its asset base in a
conservative manner.
PIZARRO HAIR RESTORATIONS: Clinic Files for Chapter 11 Bankruptcy
-----------------------------------------------------------------
Pizarro Hair Restoration, Inc. filed for chapter 11 protection in
the Middle District of Florida.
The Debtor is a Florida Corporation engaged in the business of the
operation of a medical clinic that provides hair restoration
procedures and other cosmetic procedures.
The Debtor operates out of its office located at 7575 Dr. Phillips
Blvd, Suite #20, Orlando, FL 32819. This is a leased premises.
Debtor is current on all rental obligations.
The Debtor has fallen behind on certain trade debt and equipment
finance payments. This Chapter 11 bankruptcy case has primarily
been filed to restructure its secured equipment loans and resolve
its trade debt by providing payment to general unsecured creditors
on a pro rata basis on the effective date of the plan.
According to court documents, Pizarro Hair Restoration estimates
between 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
About Pizarro Hair Restoration
Pizarro Hair Restoration, Inc. -- Https://www.drpizarro.com/ -- has
20 years experience in hair transplant surgery. It offers customers
with top quality hair transplants at lower cost.
On June 27, 2022 Pizarro Hair Restoration, Inc. filed for chapter
11 protection (Bankr. M.D. Fla. Case No. 22-02259). In the
petition filed by Marina Pizarro, as president, the Debtor
estimated assets between $50,000 and $100,000 and liabilities
between $500,000 and $1 million. Thomas C Adam, of Adam Law Group,
P.A., is the Debtor's counsel.
PREMIER MODERN: Gets Final Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Premier Modern Commercial Printing
Company, d/b/a Bass Printing Company, to use the cash collateral of
American Momentum Bank on a final basis in accordance with the
budget, with a 10% variance.
AMB asserts it is secured by liens on and security interests in
substantially all of the Debtor's assets and the proceeds thereof.
As to the subsequent use of cash collateral, the Debtor will apply
the following procedure for each succeeding 30-day period beginning
August 1, 2022:
a. The Debtor will file a proposed budget with the Court via
CM/ECF and send a copy of the budget to counsel for AMB no later
than five business days before the end of each calendar month with
the initial budget being due on or before July 25, 2022. The
proposed budget will be for the next month's operations.
b. If AMB, or any other interested party, does not object to
the Monthly Budget Filing by the end of the third business day
following the filing of the Monthly Budget Filing, then the
proposed Monthly Budget Filing will become the budget for the next
calendar month period.
c. If a timely objection to the Monthly Budget Filing is
filed, then cash collateral use will be allowed in accordance with
the prior month's budget until the Court can hear the objection.
Nothing therein will prohibit the Debtor from seeking emergency
relief if the effect of the objection and the continuance of the
prior month's budget would jeopardize the Debtor's operations.
d. Nothing in the procedure will bar or prohibit AMB from
seeking to require a different procedure be used solely for cash
collateral budgeting purposes, provided that AMB makes such intent
known by filing an objection to the procedure on or before the 15th
day of any applicable budget cycle.
During the pendency of the Order, the Debtor will maintain
insurance coverage as required of a Chapter 11 debtor on AMB's
Collateral. If the insurance currently in place is found to be
deficient for any reason or has lapsed, the Debtor will secure such
insurance within a reasonable period of time.
As adequate protection for the Debtor's use of cash collateral, AMB
is granted replacement liens on all of Debtor's assets, whether
such property was acquired before or after the Petition Date.
The Replacement Liens are exclusive of any avoidance actions
available to the Debtor's bankruptcy estate pursuant to sections
544, 545, 547, 548, 549, 550, 553(b) and 724(a) of the Bankruptcy
Code and the proceeds thereof.
The Replacement Liens granted will maintain the same priority,
validity and enforceability as AMB's liens on the prepetition
Collateral.
The Replacements Liens will be subject and subordinate to any and
all fees payable to the United States Trustee pursuant to 28 U.S.C.
section 1930(a)(6) and the Clerk of the Bankruptcy Court.
As further adequate protection of AMB's interest in the cash
collateral pursuant to sections 361 and 363(e) of the Bankruptcy
Code the Debtor will make minimum monthly adequate protection
payments to AMB of $13,500 per month commencing July 3, 2022 and
continuing on the 10th day of each calendar month thereafter. Such
payment will continue each month until (i) termination of the Order
by its terms; (ii) further order of the Court; or (iii)
confirmation of any plan of reorganization in the proceeding.
The automatic stay under Section 362(a) of the Bankruptcy Code is
modified to the extent necessary to permit AMB to receive, collect,
and apply the Adequate Protection Payments in accordance with the
terms and provisions of the Order.
A copy of the order is available at https://bit.ly/3ysBijf from
PacerMonitor.com. A copy of the Debtor's budget for the period
from June 30 to July 31 is available at https://bit.ly/3bCvUBc The
Debtor projects $70,064 in total income and $70,058 in total
expenses during this period.
About Premier Modern Commercial Printing Company
Premier Modern Commercial Printing Company operates a 1-stop-shop
commercial printing company out of a single location in Fort Worth,
Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-41296) on June 7,
2022. In the petition signed by Alrick V. Warner, Esq., president
and chief executive officer, the Debtor disclosed up to $500,000 in
assets and up to $100 million in liabilities.
Michael S. Mitchell, Esq., at DeMarco Mitchell, PLLC is the
Debtor's counsel.
American Momentum Bank, as lender, is represented by:
Ryan C. Gentry, Esq.
McGowan & McGowan, PC
119 South 6th Street
Brownfield, TX 79316
Tel: 806-637-7585
Email: ryan@mcgowanpc.com
PUERTO RICO: HTA Plan Confirmation Hearing Set for Mid-August
-------------------------------------------------------------
Robert Slavin of The Bond Buyer reports that Puerto Rico Highways
and Transportation Authority plan confirmation hearing scheduled
for mid-August 2022.
Puerto Rico bankruptcy Judge Laura Taylor Swain this fourth week of
June 2022 approved key Puerto Rico Highways and Transportation
Authority bankruptcy documents and dates, moving the plan closer to
confirmation with a final hearing set for mid-August 2022.
Swain filed her order Wednesday in the U.S. District Court for
Puerto Rico, approving the Oversight Board-proposed disclosure
statement, ballots, and election notices on the proposed plan of
adjustment. Swain set the confirmation hearing for Aug. 17 to 18,
2022.
In mid-May, the Oversight Board told Swain the plan already was
supported by enough of the creditors to assure passage.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States. The chief of state is the President of the
United States of America. The head of government is an elected
Governor. There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats. The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son
of former governor Pedro Rossello.
In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.
The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii)
David A. Skeel Jr.
On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA"). The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578. A copy of Puerto
Rico's PROMESA petition is available at
http://bankrupt.com/misc/17-01578-00001.pdf
On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599). Joint administration has been sought for the Title
III cases.
On May 21, 2017, two more agencies -- Employees Retirement System
of the Government of the Commonwealth of Puerto Rico and Puerto
Rico Highways and Transportation Authority (Case Nos. 17-01685 and
17-01686) -- commenced Title III cases.
U.S. Chief Justice John Roberts has named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
Jones Day is serving as counsel to certain ERS bondholders.
Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.
PUERTO RICO: PREPA Mediators Ask Another Mediation Extension
------------------------------------------------------------
Robert Slavin of The Bond Buyer reports that mediators for the
Puerto Rico Electric Power Authority on Thursday asked bankruptcy
judge Laura Taylor Swain for another month extension in the
mediation, which would bring it to Aug. 1, 2022.
Swain told all parties to respond to the proposed extension by noon
Monday, June 27, 2022.
When Gov. Pedro Pierluisi ended the last restructuring deal
(Restructuring Support Agreement), in early March, Swain asked for
quick action to negotiate a new one, with a proposed plan of
adjustment due by May 2, 2022. Soon thereafter, she changed the
filing goal to June 1, 2022.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ('PROMESA').
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017. On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
* * *
The two Title III plans of adjustment have been confirmed to date,
for the Commonwealth and COFINA debtors.
QUOTIENT LIMITED: Incurs $125.1-Mil. Net Loss in FY Ended March 31
------------------------------------------------------------------
Quotient Limited filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $125.13
million on $38.51 million of total revenue for the year ended March
31, 2022, compared to a net loss of $111.03 million on $43.38
million of total revenue for the year ended March 31, 2021.
As of March 31, 2022, the Company had $193.99 million in total
assets, $338.09 million in total liabilities, and a total
shareholders' deficit of $144.10 million.
Belfast, United Kingdom-based Ernst & Young LLP, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated June 28, 2022, citing that the Company has incurred
recurring net losses and negative cash flows from operations, its
planned expenditures exceed available funding, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1596946/000095017022012280/qtnt-20220331.htm
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to
offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
RANGE RESOURCES: S&P Upgrades ICR to 'BB' on Improving Cash Flows
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Range
Resources Corp., a U.S.-based oil and gas exploration and
production (E&P) company, to 'BB' from 'BB-'.
At the same time, S&P raised its issue-level rating on the
company's senior unsecured debt to 'BB' from 'BB-' (recovery
rating: '3').
S&P said, "The stable outlook reflects our expectations that funds
from operations (FFO) to debt will average significantly above 100%
for the next two years with strong free cash flow generation.
"The upgrade reflects Range's improved free cash flow under our
revised commodity price assumptions, which should support its 2022
debt reduction goal. Thus far in 2022 the company repaid $350
million of debt in the first quarter $218 million in the second
quarter, and we anticipate it will pay back another $532 million in
the fourth quarter. Moreover, we see the potential for further debt
reduction next year given the company's publicly stated balance
sheet target of bringing long-term debt to $1.0 billion to $1.5
billion.
"The upgrade also incorporates the expected improvement in the
company's credit measures. We expect Range's credit measures to
improve significantly this year due to the ongoing strength in
natural gas and natural gas liquids (NGL) prices, which have more
than doubled since 2020. Moreover, with growing export capacity for
both liquefied natural gas (LNG) and NGLs from the U.S., the
company has benefitted from the widening gap between the U.S. and
international natural gas and NGL prices driven by the energy
crisis in Europe. As a result, we estimate FFO to debt will
significantly exceed 100% over the next two years, from 33% in
2021."
Range has improved its debt maturity profile over the past two
years. The company successfully redeemed $1 billion of near-term
debt last year using the proceeds from its new 9.25% senior notes
due 2026 and proceeds from the North Louisiana asset sale. In
January of 2022, the company reduced absolute debt by $350 million
through the issue of $500 million of senior unsecured note due 2030
and the paydown of its $850 million 9.25% senior unsecured notes
due 2026. Additionally, the company redeemed $218 million of its
senior notes due 2022 in the second quarter and is anticipated to
pay down its $532 million of senior notes due in 2023 in the fourth
quarter. After the fourth quarter, S&P expects the company's first
maturity will be $750 million in senior notes due 2025 followed by
$600 million in 2029. Liquidity remains solid, with a $1.2 billion
in availability on the company's reserve-based lending (RBL)
facility due in 2027 after accounting for approximately $330
million in letters of credit outstanding.
S&P said, "Our stable rating outlook on Range reflects our view
that Range will successfully execute the remainder of its 2022 debt
reduction program, including the upcoming $532 million in
maturities, which should support FFO to debt significantly above
100% over the next two years.
"We could lower the rating if FFO to debt approached 45% for a
sustained period, which would most likely be driven by a
lower-than-expected commodity price environment and no change to
capital spending. Alternatively, we could lower the rating if Range
engaged in outsized shareholder rewards, leading to weaker credit
measures.
"We could raise our ratings on Range Resources if it is able to
expand its scale and/or proved developed reserves to be more
consistent with those of its larger E&P peers, or if it materially
improves its asset diversity such that it develops additional
cushion against modest in-basin pricing exposure in addition to
regulatory changes in the Appalachian region."
ESG credit indicators: E-4 S-2 G-2
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Range Resources Corp. as the
exploration and production industry contends with an accelerating
energy transition and adoption of renewable energy sources. We
believe falling demand for fossil fuels will lead to declining
profitability and returns for the industry as it fights to retain
and regain investors that seek higher return investments." That
said, the company is targeting net zero greenhouse gas emissions by
2025 and engaged in several different environmental practices,
including a responsibly sourced natural gas certification project,
water recycling and logistics, an electric-powered fracturing
fleet, and robust leak detection and remediation program software.
REBECCA BROWN BRINSKELE: Status Conference Continued to July 22
---------------------------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California granted Rebecca Brown Brinskele's request to
continue the status conference.
The conference set for June 24, 2022, at 10:30 a.m., is continued
to July 22, 2022, at 10:30 a.m. No later than July 15, 2022, the
counsel for the Debtor should file a status conference report.
The hearing on the Debtor's Motion to Value Real Property
Collateral of The United State of America, Internal Revenue
Service, and to Avoid Liens set for June 24, 2022, at 10:30 a.m.
is continued to July 22, 2022, at 10:30 a.m.
The hearing on the Debtor's Motion to Approve Sale of Debtor's
Property Free and Clear of Liens and Encumbrances set for June 24,
2022, at 10:30 a.m. is continued to July 22, 2022, at 10:30 a.m.
All hearings will be conducted by telephone or video conference
(unless otherwise noted). Interested parties should review the
specific calendar page (pdf) posted on the Bankruptcy Court's
website for further instructions one week prior to the hearing.
A tele/videoconference on the Motion was held on July 22, 2022, at
10:30 a.m.
Rebecca Brown Brinskele sought Chapter 11 protection (Bankr. N.D.
Cal. Case No. 18-30194) on Feb. 23, 2018. The Debtor tapped Ruth
Elin Auerbach, Esq., at Law Offices of Ruth Elin Auerbach as
counsel.
REDWOOD EMPIRE: Page Hotel & Related Assets Auction Set for July 13
-------------------------------------------------------------------
Judge Eddward P. Ballinger, Jr., of the U.S. Bankruptcy Court for
the District of Arizona issued an amended order approving Redwood
Empire Lodging, LP's proposed bidding procedures in connection with
the sale of the real property located at 208 N Lake Powell Blvd.,
in Page, Arizona 86040, commonly known as the Best Western Plus at
Lake Powel or Page Hotel, and substantially all of the assets of
the Debtor related thereto.
On June 15, 2022, the Court held an initial hearing on the Sale
Motion to consider approval of the proposed Sale Procedures and
related matters.
The Sale Procedures are approved. The Debtor is authorized to
conduct an auction of the Subject Assets pursuant to the Sale
Procedures and the Order and otherwise comply with the Sale
Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: June 29, 2022
b. Initial Bid: On July 6, 2022, the Debtor and creditor
Pacific Premier Bank ("PPB"), in consultation with their advisors,
will select the highest and otherwise best bid to serve as the
opening bid at the Auction, except as otherwise provided.
c. Deposit: 5% of Bid
d. Auction & Sale Hearing: On July 13, 2022, the Court will
hold a hearing to consider any objections to the Sale Motion and to
approve the sale of the Subject Assets (and related assignments of
executory contracts and unexpired leases) to the Prevailing Bidder
or Prevailing Bidders. The Sale Hearing is scheduled for July 13,
2022, at 10:00 a.m. (MST) by Zoom
(https://www.zoomgov.com/j/1601943004?pwd=a1I4Nlg0OUFRRHZpZmYvaTc2V2Z6dz09,
Meeting ID: 160 194 3004, Passcode: 501646.
e. Bid Increments: The Debtor may establish a minimum bidding
increment at the Auction.
The Sale Objection Deadline was June 29, 2022, and the Sale
Response Deadline is July 6, 2022.
Within three business days after entry of the Order, the Debtor
will serve a copy of the Order on all parties on the "Official
Service List" established by the Court.
On July 5, 2022, the Debtor will serve the Executory Notice and a
copy of the Order on the counterparties to executory contracts and
unexpired leases that may be assigned in conjunction with a sale of
the Subject Assets. The Executory Notice shall, for each Subject
Contract or Lease, (i) identify the Subject Contract or Lease, (ii)
identify the Counterparty to such Subject Contract or Lease, and
(iii) identify any amounts owing under such Subject Contract or
Lease as established by the Order Establishing Cure Amounts entered
on Dec. 24, 2021.
The Executory Notice will be deemed good and sufficient notice
regarding a proposed assumption and assignment of the Subject
Contracts and Leases in conjunction with a sale of the Subject
Assets. A Counterparty must file with the Court and serve on the
Debtor's counsel any objection to the assumption and assignment of
a Subject Contract or Lease at least two business days prior to the
Sale Hearing.
The Debtor is authorized to take such steps and, with the consent
of PPB, incur such expenses as may be reasonably necessary or
appropriate to effectuate the terms of the Order.
Notwithstanding any applicability of Bankruptcy Rules 6004 and 6006
or otherwise, the terms and conditions of the Order will be
immediately effective and enforceable upon its entry.
About Redwood Empire Lodging, LP
Redwood Empire Lodging, LP owns and operates two hotels: the Best
Western Plus located at 208 N Lake Powell Boulevard, Page, Arizona
86040, and the Best Western Sonoma Winegrower's Inn, located at
6500 Redwood Drive, Rohnert Park, California 94928.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04678) on June 16,
2021. In the petition signed by Debra Heckert, member, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge Eddward P. Ballinger Jr. is assigned to the case.
Isaac M. Gabriel, Esq., at Quarles & Brady LLP is the Debtor's
counsel.
ROCK & MATERIAL: Case Summary & 16 Unsecured Creditors
------------------------------------------------------
Debtor: Rock & Material Transports, Inc.
15045 NW Circle Lane
Altha, FL 32421
Chapter 11 Petition Date: June 29, 2022
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 22-50072
Debtor's Counsel: Robert C. Bruner, Esq.
BRUNER WRIGHT, P.A.
2810 Remington Green Circle
Tallahassee, FL 32308
Tel: (850) 385-0342
Fax: (850) 270-2441
Email: rbruner@brunerwright.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James E. Clemons, Jr., as authorized
representative of the Debtor.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 16 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/N4M346Y/Rock__Material_Transports_Inc__flnbke-22-50072__0001.0.pdf?mcid=tGE4TAMA
RYAN ENVIRONMENTAL: Hearing on $300K Sale of All IP Set for July 18
-------------------------------------------------------------------
Judge David L. Bissett of the U.S. Bankruptcy Court for the
Northern District of West Virginia will convene a telephonic
hearing on July 18, 2022, at 11:30 a.m., to consider Ryan
Environmental, LLC's proposed sale of all intellectual property
related to "Ryan Environmental, LLC" and its trade name "Ryan
Energy Services" along with goodwill currently owned by the company
to Wolfe Excavating, LLC, for $300,000, free and clear of all
liens, subject to overbid.
To participate in the hearing parties are instructed to dial (877)
848-7030 and provide access code 6500181# when prompted to do so.
In the absence of a timely filed objection, the Court may, in its
discretion, dispense with the hearing, and grant the motion without
further notice or opportunity for hearing.
The Objection Deadline is July 14, 2022.
About Ryan Environmental
Ryan Environmental, LLC offers environmental consulting,
remediation, cleaning services, emergency spill response,
hydrocarbon lab services, corrosion services, well services,
general roustabout, and both steel and poly pipeline construction.
Ryan Environmental sought Chapter 11 protection (Bankr. N.D. W.Va.
Case No. 20-00738) on Sept. 29, 2020. In the petition signed by
Clayton Rice, managing member, the Debtor disclosed total assets
of
$6,572,062 and $16,361,068 in total debt.
The Debtor tapped Martin P. Sheehan, Esq., at Sheehan &
Associates,
P.L.L.C. as counsel.
RYBEK DEVELOPMENTS: U.S. Trustee Says Plan Not Feasible
-------------------------------------------------------
The United States Trustee objects to the Disclosure Statement of
Rybek Developments, LLC.
The United States Trustee claims that without more specificity
regarding the Potential Causes of Action, the Disclosure Statement
should not be approved. Without these alleged causes of action,
this Debtor is simply a shell; it is a defunct non-operating entity
with no prospect of rehabilitating and just about $28,000 on hand
to distribute among just five remaining claimants.
The United States Trustee points out that there is absolutely no
evidence to substantiate that the Debtor has a likelihood of
recovering substantial additional funds for the benefit of the only
remaining five creditors if it is given the opportunity to pursue
post-confirmation litigation. In fact, it is more likely that the
entirety of the $28,000 currently available to creditors will be
completely depleted pursuing these nebulous claims.
The United States Trustee contends that the Debtor fails to set
forth the date and respective amounts of payments to all five
claimants in the event that Debtors' objections to those claims are
overruled. The Debtor also needs to disclose the respective
percentage recovery that will be received by the five claimants in
the event that Debtor's objections to the four disputed claims are
sustained and in the event that the claims' objections are
overruled.
The United States Trustee asserts that the facts suggest that it is
simply not feasible for the Debtor to use the only remaining funds
on hand, $28,270 (i.e., the Net Sale Proceeds less administrative
costs), to pursue civil litigation against unnamed claimants to
recover anything of meaningful value for the estate.
At this juncture, in light of the fact that the Debtor appears to
be incapable of funding additional litigation, it would be in the
best interest of the creditors and the estate for the case to be
converted to Chapter 7 to allow an independent, impartial Chapter 7
trustee to promptly ascertain whether and how to pursue the claims
Debtor allegedly has against the third parties. An experienced
Chapter 7 Trustee will be able to efficiently and impartially close
the estate as expeditiously as is compatible with the best
interests of parties in interest, as required by Code section
704(a)(1).
A full-text copy of the United States Trustee's objection dated
June 27, 2022, is available at https://bit.ly/3yvIDhU from
PacerMonitor.com at no charge.
About Rybek Developments
Rybek Developments, LLC, filed a petition for Chapter 11 protection
(Bankr. D. Ariz. Case No. 21-07697) on Oct. 13, 2021, listing as
much as $1 million in both assets and liabilities. Judge Daniel
P. Collins oversees the case. Allan D. NewDelman, P.C., serves
as the Debtor's legal counsel.
SCHULDNER LLC: Trustee's $113K Cash Sale of Duluth Property OK'd
----------------------------------------------------------------
Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the
District of Minnesota authorized Steven B. Nosek, in his capacity
as the Subchapter V Trustee of Schuldner, LLC, to sell the property
located at 807 E 6th Street, in Duluth, Minnesota 55805, to Zenith
City Design and Renovation LLC for the sum of $113,000 cash.
The sale is free and clear of the liens, claims, encumbrances and
interests, with all such liens, claims, encumbrances and interests,
will attach to the proceeds of the sale.
The property to be sold and the land is reported to be Abstract,
situated in the County of St. Louis, State of MN, and described as
follows: Lot Four (4), Block One Hundred Twenty-Eight (128),
Portland Division of Duluth, St. Louis County, Minnesota. PID:
010-3850-01180.
The proceeds of the sale, subsequent to the deduction for closing
costs and expenses, may be distributed by the Debtor to Wilmington
Trust, National Association, as Trustee, for the Benefit of the
Holders of B2R Mortgage Trust 2016-1 Mortgage Pass-Through
Certificates.
The Trustee, on behalf of the Debtor, is authorized and empowered
to take such steps, expend such sums of money and do such other
things as may be necessary to implement and effect the terms of the
Order.
About Schuldner LLC
Schuldner LLC is a privately held company engaged in activities
related to real estate. It owns 15 single-family rental homes in
Duluth, Minn., with a total appraised value of $1.8 million.
Schuldner filed for Chapter 11 protection (Bankr. D. Minn. Case
No.
18-43739) on Nov. 30, 2018. In the petition signed by Carl L.
Green, president, the Debtor disclosed $1,806,000 in assets and
$1,035,000 in debt. The Hon. Katherine A. Constantine is the case
judge. The Debtor hired Joseph W. Dicker, P.A., as counsel.
SCHULDNER LLC: Trustee's $125.5K Cash Sale of Duluth Property OK'd
------------------------------------------------------------------
Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the
District of Minnesota authorized Steven B. Nosek, in his capacity
as the Subchapter V Trustee of Schuldner, LLC, to sell the property
located at 823 N 11th Ave. E, in Duluth, Minnesota 55805, to Manny
Rivas for the sum of $125,500 cash.
The sale is free and clear of the liens, claims, encumbrances and
interests, with all such liens, claims, encumbrances and interests,
will attach to the proceeds of the sale.
The property to be sold and the land is reported to be Abstract,
situated in the County of St. Louis, State of MN, and described as
follows: N'ly 35 feet of the S'ly 70 feet of Lots Fourteen (14),
Fifteen (15) and Sixteen (16), Block One Hundred Fifty-nine (159),
Portland Division, St. Louis County, Minnesota. PID No.:
010-3850-07410.
The proceeds of the sale, subsequent to the deduction for closing
costs and expenses, may be distributed by the Debtor to Wilmington
Trust, National Association, as Trustee, for the Benefit of the
Holders of B2R Mortgage Trust 2016-1 Mortgage Pass-Through
Certificates.
The Trustee, on behalf of the Debtor, is authorized and empowered
to take such steps, expend such sums of money and do such other
things as may be necessary to implement and effect the terms of the
Order.
About Schuldner LLC
Schuldner LLC is a privately held company engaged in activities
related to real estate. It owns 15 single-family rental homes in
Duluth, Minn., with a total appraised value of $1.8 million.
Schuldner filed for Chapter 11 protection (Bankr. D. Minn. Case
No.
18-43739) on Nov. 30, 2018. In the petition signed by Carl L.
Green, president, the Debtor disclosed $1,806,000 in assets and
$1,035,000 in debt. The Hon. Katherine A. Constantine is the case
judge. The Debtor hired Joseph W. Dicker, P.A., as counsel.
SCHULDNER LLC: Trustee's $128K Cash Sale of Duluth Property OK'd
----------------------------------------------------------------
Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the
District of Minnesota authorized Steven B. Nosek, in his capacity
as the Subchapter V Trustee of Schuldner, LLC, to sell the property
located at 708 E 7th Street, in Duluth, Minnesota 55805, to Drew
Vogt for the sum of $128,000 cash.
The sale is free and clear of the liens, claims, encumbrances and
interests, with all such liens, claims, encumbrances and interests,
will attach to the proceeds of the sale.
The property to be sold and the land is reported to be Abstract,
situated in the County of St. Louis, State of MN, and described as
follows: Northerly Forty Five (N'ly 45') Feet of Lot Fifteen (15)
and Easterly Thirteen and One Half (13 1/2) Feet of Northerly Forty
Five Feet (45) of Lot Sixteen (16), Block Four (4), Norton’s
Division of Duluth, St. Louis County, Minnesota. PID:
010-3490-00220.
The proceeds of the sale, subsequent to the deduction for closing
costs and expenses, may be distributed by the Debtor to Wilmington
Trust, National Association, as Trustee, for the Benefit of the
Holders of B2R Mortgage Trust 2016-1 Mortgage Pass-Through
Certificates.
The Trustee, on behalf of the Debtor, is authorized and empowered
to take such steps, expend such sums of money and do such other
things as may be necessary to implement and effect the terms of the
Order.
About Schuldner LLC
Schuldner LLC is a privately held company engaged in activities
related to real estate. It owns 15 single-family rental homes in
Duluth, Minn., with a total appraised value of $1.8 million.
Schuldner filed for Chapter 11 protection (Bankr. D. Minn. Case
No.
18-43739) on Nov. 30, 2018. In the petition signed by Carl L.
Green, president, the Debtor disclosed $1,806,000 in assets and
$1,035,000 in debt. The Hon. Katherine A. Constantine is the case
judge. The Debtor hired Joseph W. Dicker, P.A., as counsel.
SCHULDNER LLC: Trustee's Cash Sale of Duluth Property for $98K OK'd
-------------------------------------------------------------------
Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the
District of Minnesota authorized Steven B. Nosek, in his capacity
as the Subchapter V Trustee of Schuldner, LLC, to sell the property
located at 721 N 7th Ave. E, in Duluth, Minnesota 55805, to Manny
Rivas for the sum of $98,000 cash.
The sale is free and clear of the liens, claims, encumbrances and
interests, with all such liens, claims, encumbrances and interests,
will attach to the proceeds of the sale.
The property to be sold and the land is reported to be Abstract,
situated in the County of St. Louis, State of MN, and described as
follows: Southerly 70 feet of Lot Nine (9), Block Nine (9),
Norton’s Division of Duluth, St. Louis County, Minnesota. PID:
010-3490-01220.
The proceeds of the sale, subsequent to the deduction for closing
costs and expenses, may be distributed by the Debtor to Wilmington
Trust, National Association, as Trustee, for the Benefit of the
Holders of B2R Mortgage Trust 2016-1 Mortgage Pass-Through
Certificates.
The Trustee, on behalf of the Debtor, is authorized and empowered
to take such steps, expend such sums of money and do such other
things as may be necessary to implement and effect the terms of the
Order.
About Schuldner LLC
Schuldner LLC is a privately held company engaged in activities
related to real estate. It owns 15 single-family rental homes in
Duluth, Minn., with a total appraised value of $1.8 million.
Schuldner filed for Chapter 11 protection (Bankr. D. Minn. Case
No.
18-43739) on Nov. 30, 2018. In the petition signed by Carl L.
Green, president, the Debtor disclosed $1,806,000 in assets and
$1,035,000 in debt. The Hon. Katherine A. Constantine is the case
judge. The Debtor hired Joseph W. Dicker, P.A., as counsel.
SEARS HOLDINGS: Supreme Court to Hear Fight With Mall of America
----------------------------------------------------------------
Vince Sullivan of Law360 reports that the U.S. Supreme Court said
Monday, June 27, 2022, it will hear a long-running dispute between
the successor to retail giant Sears Holding Corp. and the Mall of
America over the assignment of a store lease, taking up the
question of whether appellate courts have jurisdiction to hear
appeals of bankruptcy sale orders.
The dispute centers on a lease for a three-story anchor store in
the sprawling Mall of America in Minnesota that Sears entered into
in 1991. In 2019, after filing for bankruptcy, Sears sold a large
portion of its assets to Transform Holdco LLC, an entity formed by
former Sears CEO Edward Scott Lampert.
About Sears Holdings Corp.
Sears Holdings Corporation (OTCMKTS: SHLDQ) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. At that time, the Company employed
68,000 individuals, of whom 32,000 were full-time employees.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018. The Hon. Robert D. Drain is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.
The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and Houlihan
Lokey Capital, Inc. as investment banker.
The U.S. Trustee for Region 2 on July 9, 2019, appointed five
retirees to serve on the committee representing retirees with life
insurance benefits in the Chapter 11 cases.
* * *
In February 2019, Bankruptcy Judge Robert Drain authorized Sears
Holdings approval to sell the business to majority shareholder and
CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL
Investments, Inc., won an auction to acquire substantially all of
Sears' assets, including the "Go Forward Stores" on a going-concern
basis. The proposal would allow 425 stores to remain open and
provide ongoing employment to 45,000 employees.
SIGNTEXT 2 INC: Sets Bid Procedures for Substantially All Assets
----------------------------------------------------------------
Signtext 2, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to approve the bidding procedures relating to
the sale of substantially all assets to AFB Corporate Operations,
LLC, for $125,000 plus an amount not to exceed $30,000 for the
Debtor's work in progress inventory, subject to overbid.
The Debtor is a full-service sign and graphics company that has
been providing quality products and services to various industries
for over 30 years. Its clients include design and manufacturing
firms, advertising agencies, architects, builders, and many others.
The Debtor has determined, in the exercise of its business
judgment, that the best way to maximize the value of its assets is
to sell such assets through the Sale pursuant to section 363 of the
Bankruptcy Code. To this end, it has executed the APA with the
Buyer to provide for the sale of the Assets to the Buyer (subject
to higher or otherwise better bids) for $125,000 plus an amount not
to exceed $30,000 for the Debtor's work in progress inventory.
The Sale of the Assets is to maximize the value to the bankruptcy
estate, relieve the estate of substantial obligations relating to
such assets, ensure a pathway to a confirmable plan and avoid the
further deterioration in the value of the Assets. The Debtor and
its professionals have been and will continue exposing the Assets
to competitive bidding through a marketing and auction process
pursuant to the Bidding Procedures. If no timely, conforming
Qualified Bids, other than the Qualified Bid submitted by the
Buyer, for the Assets are received, there will be no Auction for
such Assets, and the Buyer will be the Successful Bidder for the
Assets. The Debtor will determine whether any Bid for the Assets
is a Qualified Bid and will conduct an Auction with respect to all
Qualified Bids as the Debtor deems appropriate and in the best
interests of the estate.
The salient terms of the APA are:
a. Purchase Price: The aggregate consideration for the
purchase, sale, assignment, and conveyance of the Business Assets
consists of: cash in an amount equal to $125,000 plus an amount not
to exceed $30,000 for the Debtor's work in progress inventory as
of the date of Closing.
b. Assets: Section 2 of the APA provides that the Buyer will
purchase substantially all of the Debtor's assets, as defined in
sections 2.1 through 2.4 of the APA.
c. Assumed Liabilities: Section 1.4 of the APA provides that
the Buyer will not assume or perform any liabilities of the
Debtor.
d. Closing Conditions: Pursuant to Article 10 of the APA, in
addition to customary closing conditions, including Court approval,
the obligation of the Buyer to consummate the transactions
contemplated by the APA is subject to the contingency that Alliance
Franchise Brands, LLC (a related party to the Buyer) be the
successful purchaser of the real property located at 24333 Indoplex
Circle, Farmington Hills, MI 48335 (the "Real Property"), which is
owned by IDE Real Estate, LLC, by separate purchase agreement. The
terms of that purchase agreement are also before the Court in the
bankruptcy case of IDE Real Estate (bankruptcy case number
22-42349) for the price of $1.3 million, subject to higher and
better offers.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: All Bids must be submitted on or prior to the
date that is 30 days after entry of the Bidding Procedures Order at
5:00 p.m. (ET).
b. Initial Bid: A Bid for the Assets must have a Purchase
Price, including any assumption of liabilities, that in the
Debtor's reasonable business judgment has a value of at least
$140,000, plus an amount not to exceed $30,000 for the Debtor's
work in progress inventory as of the date of Closing. A Bid for
the Assets may not be contingent upon any financing conditions
whatsoever.
c. Deposit: $15,000
d. Auction: If one or more Qualified Bids (other than the APA)
are submitted by the Bid Deadline, the Debtor will conduct an
auction at 12:00 p.m. (ET) on Aug. 3, 2022, to determine the
highest or otherwise best Qualified Bid with respect to the Assets.
e. Bid Increments: $1,000
f. Sale Hearing: Aug. 10, 2022, at 11:00 a.m. (ET)
g. Sale Objection Deadline: Aug. 7, 2022
h. Closing: The Bid must include a commitment to close the
transactions contemplated by the counter APA by no later than 15
days after the entry of an order from the Court approving the
sale.
Under Bankruptcy Rule 2002(a) and (c), the Debtor must notify its
creditors of the proposed Sale of the Assets, including disclosure
of the time and place of the Auction and the Sale Hearing, the
terms and conditions of the Sale, the Bidding Procedures and the
deadline for filing any objections thereto. Accordingly, the
Debtor has served a copy of the Motion and the proposed Bidding
Procedures Order in the manner set forth therein.
The Debtor also proposes, within three business days after the
entry of the Bidding Procedures Order, to serve a copy of the Sale
Notice, the Bidding Procedures Order, and the Bidding Procedures
upon all Sale Notice Parties. In addition, on the Mailing Date,
the Debtor will serve the Sale Notice, upon all other known
creditors of the Debtor.
The Debtor believes that pursuing the Sale as contemplated in the
Bidding Procedures, including a Sale of the Assets to the Buyer
(subject to higher and better offers), is the course of action most
likely to maximize the value of the Assets, while ensuring that a
consummation of a Sale of the Assets will occur if no other bids
are received. As a result, and in an exercise of its fiduciary
obligation to maximize the recoverable value of its estate, the
Debtor has determined to execute the APA and to seek authority of
the Court to engage in the Sale process contemplated by the Motion.
Pursuant to Bankruptcy Rules 6004(h), an order authorizing the sale
of property is stayed for 14 days after the entry of an order
unless the Court orders otherwise. The Debtor requests that the
Court orders that such stay is not applicable with respect to the
Sale of the Assets. To delay closing on the Sale will burden the
bankruptcy estate and require unnecessary expenditures of the
Debtor's limited resources, to the detriment of lien claimants, the
holders of administrative expenses, and unsecured creditors.
Accordingly, by the Motion, the Debtor seeks authority to implement
the Bidding Procedures outlined so as to market and solicit offers
for the Assets efficiently. It respectfully requests that the
Court enters an order: (A) (i) establishing bidding procedures for
the Sale of the Assets; (ii) approving form and manner of sale and
other related notices as well as the form of the asset purchase
agreement; and (iii) scheduling an auction, if needed, and a
hearing to consider the proposed Sale; (B) an order approving the
Sale of the Assets free and clear of all liens, claims,
encumbrances and interests (with such liens, claims, encumbrances
and interests attaching to the sale proceeds); and (C) certain
related relief.
A copy of the proposed Bidding Procedures is available at
https://tinyurl.com/yc6tms45 from PacerMonitor.com free of charge.
About Signtext 2, Inc.
Signtext 2, Inc. is a full-service sign and graphics company that
has been providing quality products and services to various
industries for over 30 years. Its clients include design and
manufacturing firms, advertising agencies, architects, builders,
and many others.
Signtext 2 sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-42348) on March 26,
2022. In the petition signed by Michael Frasier, shareholder, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
Judge Thomas J. Tucker oversees the case.
Elliot G. Crowder, Esq., at Stevenson and Bullock, PLC is the
Debtor's counsel.
SONEV CONSTRUCTION: Sale of Equipment Thru Ritchie Bros. Approved
-----------------------------------------------------------------
Judge William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah authorized SoNev Construction LLC's public auction
sale of the following equipment, free and clear of all Interests:
(1) 2019 Metso ST3.8 Screen Plant Machine
Type: Screen Plant, S/N: 1806571
and
(2) 2019 Metso LT1213 Impact Crusher Machine
Type: Impact Crusher, S/N: 180186.
The Debtor is authorized to enter into the Multi-Channel Sales
Agreement with Ritchie Bros. Auctioneers. The Agreement is approved
in its entirety, and the Debtor may execute and perform its
obligations under the Agreement.
The Debtor is authorized under section 363(f) to sell the Equipment
in the proposed Sale.
About SoNev Construction LLC
SoNev Construction offers surface mining solutions to the Southern
Utah area. The Company prepares mine sites, manages mine
operations, and excavates and develops new subdivisions.
SoNev Construction sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Utah Case No. 22-21037) on March 25,
2022. In the petition signed by Keith Gilbert, managing member,
the
Debtor disclosed up to $10 million in both assets and liabilities.
oversees the case.
Brian M. Rothschild, Esq., at Parsons Behle and Latimer is the
Debtor's counsel.
SOUTHERN ROCK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Southern Rock & Lime, Inc.
15045 NW Circle Lane
Altha, FL 32421
Chapter 11 Petition Date: June 29, 2022
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 22-50070
Debtor's Counsel: Robert C. Bruner, Esq.
BRUNER WRIGHT, P.A.
2810 Remington Green Circle
Tallahassee, FL 32308
Tel: (850) 385-0342
Fax: (850) 270-2441
Email: rbruner@brunerwright.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James E. Clemons, Jr., 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/M5F6GVY/Southern_Rock__Lime_Inc__flnbke-22-50070__0001.0.pdf?mcid=tGE4TAMA
STANFORD CHOPPING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Stanford Chopping, Inc.
15430 Avenue 22
Chowchilla, CA 93610
Chapter 11 Petition Date: June 29, 2022
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 22-11080
Judge: Hon. Jennifer E. Niemann
Debtor's Counsel: David C. Johnston, Esq.
DAVID C. JOHNSTON
1600 G Street, Suite 102
Modesto, CA 95354
Tel: (209) 579-1150
Email: david@johnstonbusinesslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alex Stanford as secretary.
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/JW247HQ/Stanford_Chopping_Inc__caebke-22-11080__0001.0.pdf?mcid=tGE4TAMA
SUNGARD AS: Adams and Reese Represents Automotive Rentals, SCP
--------------------------------------------------------------
In the Chapter 11 cases of Sungard AS New Holdings, LLC, et al.,
the law firm of Adams and Reese LLP provided notice under Rule 2019
of the Federal Rules of Bankruptcy Procedure, to disclose that it
is representing the following creditors:
Automotive Rentals, Inc.
4001 Leadenhall Rd
Mt. Laurel, NJ 08054
Nature of Claim: Global Master Services Agreement as of 12/31/2012
as amended from time to time between Sungard
Availability services, LP and Automotive Rentals,
Inc.
SCP Distributors, LLC
109 Northpark Blvd.
Covington, LA 70433
Nature of Claim: Master Services Agreement
Adams and Reese LLP has written contracts of engagement with
Automotive Rentals, Inc. and SCP Distributors, LLC.
The foregoing parties have retained Adams and Reese LLP as their
legal counsel with respect to matters arising in this case and/or
for purposes of asserting claims and/or protecting other rights and
interests in relation to the Debtors. Adams and Reese LLP has fully
advised each of the parties above with respect to their concurrent
representation, and each of the parties consented to such
representation.
Adams and Reese LLP does not hold a claim against or interest in
the Debtors at this time and has not filed a proof of claim on its
own behalf in this case.
Richard A. Aguilar, Mark J. Chaney and Scott R. Cheatham, and the
law firm of Adams and Reese LLP does not own, nor have they ever
owned: (i) any claim against the Debtors in this case, or (ii) any
equity securities of the Debtors.
Counsel for Automotive Rentals, Inc. and SCP Distributors, LLC can
be reached at:
ADAMS AND REESE LLP
Richard A. Aguilar, Esq.
Scott R. Cheatham, Esq.
Mark J. Chaney, III, Esq.
701 Poydras Street, Suite 4500
New Orleans, LA 70139
Telephone: (504) 581-3234
Facsimile: (504) 566-0210
E-mail: richard.aguilar@arlaw.com
scott.cheatham@arlaw.com
mark.chaney@arlaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3Ot4BYy
About Sungard AS New Holdings
Sungard Availability Services is a Wayne, Pa.-based
information-technology services provider owned by Angelo Gordon,
Blackstone Credit, FS/KKR Advisor LLC and Carlyle Group Inc. It
provides disaster recovery services, colocation and network
services, cloud and managed services and workplace recovery to
customers in North America, Europe and Asia.
The company and its affiliates filed for Chapter 11 protection
twice in three years.
Sungard filed for Chapter 11 bankruptcy in 2019 with a prepackaged
plan that was approved by a New York bankruptcy court one day after
it was filed.
Sungard AS New Holdings, LLC and affiliates, including Sungard
Availability Services, LP, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-90018) on April
11, 2022. Judge David R. Jones oversees the case.
In the petition signed by Michael K. Robinson, CEO and president,
Sungard AS disclosed up to $1 billion in both assets and
liabilities.
Sungard Availability Services (UK) Limited, an indirect subsidiary
of Holdings, entered into administration in the UK on March 25,
2022. Meanwhile, Sungard Canada filed an application for
recognition in Canada under the Companies Creditors' Arrangement
Act of its Chapter 11 case.
Akin Gump Strauss Hauer & Feld LLP and Jackson Walker serve as
legal counsel to the Debtors. Cassels Brock & Blackwell LLP,
serves as their Canadian legal counsel. DH Capital, LLC and
Houlihan Lokey, Inc., act as investment bankers. FTI Consulting,
Inc. serves as financial and restructuring advisor.
Alvarez & Marsal Canada Inc., serves as Canadian court-appointed
information officer and is represented by Bennett Jones, LLP as
counsel in connection with the Canadian proceedings.
Kroll Restructuring Administration, LLC serves as notice and claims
agent.
Proskauer Rose, LLP and Gray Reed & McGraw, LLP serve as counsel to
Acquiom Agency Services LLC, the Term Loan DIP agent, and Term Loan
DIP lenders.
PNC Bank, National Association, serves as administrative agent and
collateral agent, under the DIP ABL facility. PNC is represented by
Thompson Coburn Hahn & Hessen LLP as counsel.
SUNGARD AS: Committee Says In Talks on Plan Changes
---------------------------------------------------
The Official Committee of Unsecured Creditors of Sungard AS New
Holdings, LLC, et al., filed a reservation of rights with respect
to the Debtors' motion for entry of an order conditionally
approving their Disclosure Statement and setting a hearing to
consider confirmation of the plan.
Over the past several weeks, counsel for the Committee has engaged
in numerous constructive and productive discussions with the
Debtors' professionals regarding the Motion and proposed
modifications to the Debtors' Combined Disclosure Statement and
Joint Chapter 11 Plan of Sungard As New Holdings, LLC and Its
Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code.
The Committee is hopeful that its few remaining issues concerning
the Motion and the Plan will be consensually resolved with the
Debtors in advance of the July 29, 2022 hearing on the Motion. Out
of an abundance of caution, the Committee files this Reservation of
Rights to in order to reserve any and all rights with respect to
the Motion and the Plan and to preserve its ability to raise any
unresolved objections in advance of or at the Hearing.
Counsel to the Official Committee of Unsecured Creditors:
Michael D. Warner, Esq.
PACHULSKI STANG ZIEHL & JONES, LLP
440 Louisiana Street, Suite 900
Houston, TX 77002
Telephone: (713) 691-9385
Facsimile: (713) 691-9407
E-mail: mwarner@pszjlaw.com
- and -
Robert J. Feinstein, Esq.
Bradford J. Sandler, Esq.
PACHULSKI STANG ZIEHL & JONES, LLP
780 Third Avenue, 34th Floor
New York, NY 10017
Telephone: (212) 561-7700
Facsimile: (212) 561-7777
E-mail: rfeinstein@pszjlaw.com
bsandler@pszjlaw.com
About Sungard AS New Holdings
Sungard Availability Services is a Wayne, Pa.-based
information-technology services provider owned by Angelo Gordon,
Blackstone Credit, FS/KKR Advisor LLC and Carlyle Group Inc. It
provides disaster recovery services, colocation and network
services, cloud and managed services and workplace recovery to
customers in North America, Europe and Asia.
The company and its affiliates filed for Chapter 11 protection
twice in three years.
Sungard filed for Chapter 11 bankruptcy in 2019 with a prepackaged
plan that was approved by a New York bankruptcy court one day after
it was filed.
Sungard AS New Holdings, LLC and affiliates, including Sungard
Availability Services, LP, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-90018) on April
11, 2022. Judge David R. Jones oversees the case.
In the petition signed by Michael K. Robinson, CEO and president,
Sungard AS disclosed up to $1 billion in both assets and
liabilities.
Sungard Availability Services (UK) Limited, an indirect subsidiary
of Holdings, entered into administration in the UK on March 25,
2022. Meanwhile, Sungard Canada filed an application for
recognition in Canada under the Companies Creditors' Arrangement
Act of its Chapter 11 case.
Akin Gump Strauss Hauer & Feld LLP and Jackson Walker serve as
legal counsel to the Debtors. Cassels Brock & Blackwell LLP,
serves as their Canadian legal counsel. DH Capital, LLC and
Houlihan Lokey, Inc., act as investment bankers. FTI Consulting,
Inc. serves as financial and restructuring advisor.
Alvarez & Marsal Canada Inc., serves as Canadian court-appointed
information officer and is represented by Bennett Jones, LLP as
counsel in connection with the Canadian proceedings.
Kroll Restructuring Administration, LLC serves as notice and claims
agent.
Proskauer Rose, LLP and Gray Reed & McGraw, LLP serve as counsel to
Acquiom Agency Services LLC, the Term Loan DIP agent, and Term Loan
DIP lenders.
PNC Bank, National Association, serves as administrative agent and
collateral agent, under the DIP ABL facility. PNC is represented by
Thompson Coburn Hahn & Hessen LLP as counsel.
TIGER OAK MEDIA: Six Bridal Magazine Titles Sold
------------------------------------------------
Mark Reilly of Minneapolis / St. Paul Business Journal reports that
a collection of bridal magazines -- the final pieces of Tiger Oak
Media publishing, which has been in bankruptcy since 2019 -- have
been sold.
Minnetonka-based business advisory firm Platinum Group, which has
been managing sales of Tiger Oak's titles, this week announced the
sale of six bridal magazines, including Minnesota Bride and
Wisconsin Bride. Terms weren't disclosed, though a Star Tribune
report put the value at $2.5 million.
The buyer was Bear Holdings LLC of Rice, Minnesota. The registered
agent for Bear Holdings, according to a state filing, is Sonja
Helenann Babich, who became Minnesota Bride's publisher in 2020.
Tiger Oak, which filed for Chapter 11 bankruptcy in 2019, in the
past several months has sold off other pieces of its business:
* GeekWire co-founder and Chairman Jonathan Sposato last
December bought Seattle Magazine and Seattle Business.
* Bloomington, Minn.-based Greenspring Media bought several
meetings and events publications in January.
* Seven Twin Cities-area community lifestyle magazines including
Edina Magazine, Minnetonka Magazine and Woodbury Magazine were sold
to Artful Living of Minneapolis in February 2022.
About Tiger Oak Media
Tiger Oak Media, Incorporated, is a regional and national publisher
of books, magazines, media and events that appeal to targeted
audiences.
Tiger Oak Media sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 19-43029) on Oct. 7,
2019. In the petition signed by its CEO Craig Bednar, the Debtor
was estimated to have assets of less than $50,000 and liabilities
of less than $10 million.
The Hon. Michael E. Ridgway is the case judge.
The Debtor tapped Steven Nosek, Esq. and Yvonne Doose, Esq., as
bankruptcy attorneys; Lurie, LLP as accountant; and Integrated
Consulting Services, LLC as financial consultant.
The U.S. Trustee for Region 12 appointed creditors to serve on the
official committee of unsecured creditors on Oct. 22, 2019. The
committee tapped Bassford Remele, P.A., as its legal counsel, and
Platinum Management, LLC as its financial advisor.
Choice Financial Group, as Lender, is represented by Manty &
Associates, PA.
TPC GROUP: Creditors' Committee Members Disclose Claims
-------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Cole Schotz P.C. and Akin Gump Strauss Hauer &
Feld LLP submitted a verified statement to disclose that they are
representing Amber Harms, Chevron Phillips Chemical Company LP,
Chris Johnson, Emily Teasley, Farmers Insurance, Sasol Chemicals
North America LLC, and Suzanne Williamson in the Chapter 11 cases
of TPC Group Inc., et al.
The Debtors' chapter 11 cases were precipitated by, among other
things, a series of operational issues beginning with multiple
explosions that occurred in 2019 at the Debtors' chemical
processing plant in Port Neches, Texas, then used by the Debtors to
manufacture 1,3-butadiene and other chemicals. Specifically, at
approximately 12:56 a.m. on November 27, 2019, a vapor cloud formed
as a result of a rupture of a closed system used in the butadiene
production process and was ignited, resulting in an initial
explosion and pressure wave that heavily damaged the site and
caused damage to persons, buildings and houses well beyond the
facility's premises. According to officials, the blast could be
felt up to 30 miles away and toxic plumes could be seen for miles.
Investigations into the cause of the explosion indicated that the
rupture was reportedly caused by the presence of "popcorn polymer,"
a material that can form during the butadiene production process
and grow exponentially if left uninhibited, generating high
pressure that can lead to ruptures. CSB Factual Update at 2. The
petrochemical industry has been aware of the dangers of popcorn
polymer for decades, and popcorn polymer was known to form in the
South Unit of the Port Neches Facility where the explosion occurred
prior to the incident.
At least two additional explosions occurred at the Port Neches
Facility in the 24 hours following the initial blast, including an
explosion that propelled one of the facility's towers into the air.
The explosions caused flammable process chemicals to release from
damaged equipment, resulting in fires that burned for over a month,
and released chemicals into the surrounding environment. Officials
continued to measure elevated levels of 1,3-butadiene in the air
days after the explosions, leading the City of Port Neches to issue
a shelter-in- place order on December 4, 2019. Due to the
explosions, local officials imposed a mandatory four-mile radius
evacuation order, forcing the evacuation of 60,000 people. Id.; CSB
Factual Update at 1. Port Neches schools did not fully reopen until
December 9, 2019, after efforts to remove debris, complete
structural inspections and repair school buildings were completed
and local officials determined that air quality issues had been
resolved.
Following the incident, the Debtors and various other parties,
including the Debtors' equity sponsors, were named as defendants in
approximately 7,800 lawsuits filed in various Texas state courts,
most of which have been consolidated in a multi-district litigation
in the District Court of Orange County, Texas, 128th Judicial
District, In re: TPC Group Litigation, Cause No. A2020-0236-MDL.
The lawsuits allege, among other things, personal injury, property
damage, property diminution in value, personal loss of income,
business loss of income and relocation expense claims. Del Genio
Declaration 39. The Debtors also implemented a voluntary claims
settlement program in which certain injured parties elected to
participate.
Due in large part to the aftermath of the explosions and other
business interruption and operational issues, including the
foregoing litigation and the impact of the shutdown of the Port
Neches Facility on operations, the Debtors commenced voluntary
cases under chapter 11 of title 11 of the United States Code on
June 1, 2022. The Debtors filed for chapter 11 with a restructuring
support agreement supported by their equity sponsors and a
significant percentage of holders of their prepetition funded debt.
The RSA contemplates that unsecured creditors, other than holders
of Specified Trade Claims, who vote to accept the proposed
restructuring—and thereby agree to grant broad releases of claims
against the Debtors' equity sponsors, among other parties—will
receive their pro rata share of $5 million in cash on the effective
date of a plan of reorganization, with the possibility of receiving
an additional $5 million if the Debtors meet certain EBITDA goals
in 2024. The RSA contemplates that unsecured creditors who do not
vote to accept the plan will not receive any recovery. Proposed
recoveries for the Debtors' funded debt holders include default
rate interest and prepayment penalties and certain of the Debtors'
prepetition funded debt claims are proposed to be repaid in full
and/or rolled up into administrative expense claims pursuant to the
Debtors' proposed debtor in possession financing facility.
On June 14, 2022, the Office of the United States Trustee for
Region 3 appointed the Committee. Notice of Appointment of
Unsecured Creditors Committee. The Committee currently comprises
the following members: (i) Amber Harms; (ii) Chevron Phillips
Chemical Company LP; (iii) Chris Johnson; (iv)Emily Teasley;
(v)Farmers Insurance; (vi) Sasol Chemicals North America LLC; and
(vii) Suzanne Williamson.
The Committee members include the following broad cross-section of
unsecured creditors:
* Amber Harms, individually and on behalf of Christopher
Harms, Harms Real Estate, LLC, Harms Properties, Anthony
Harms Real Estate, LLC, Anthony Harms, Sarah Harms, Joyce
E. Harms and Robert Harms, has unliquidated property damage
claims of at least $4,175,265.79, based on a professional
adjuster's estimate of losses and repair costs, related to
78 properties with individual losses caused by the
explosions at the Port Neches Facility.
* Chevron is a leading manufacturer of petrochemicals and
additives, among other things. Chevron has an unsecured
claim in the amount of $15,669,453.31 related to crude
butadiene sold to the Debtors on a contractual basis.
* Chris Johnson, his wife Pamela and their 8-year old
grandson were asleep in their home in Port Neches when the
initial explosion occurred. Within seconds of being awoken
by the extremely loud sound, all the windows in the back of
their home shattered. The Johnsons ran into their living
room to find it littered with glass and debris and their
Christmas tree laying on the ground, destroyed, as the loud
roar from the explosion continued. The Johnsons could see
the Port Neches Facility burning as they ran into their
truck and fled their home. In addition to their personal
residence, the Johnsons own multiple rental properties and
a commercial building used to operate a local business, all
of which experienced damage as a result of the explosions.
The Johnsons were forced to spend the Thanksgiving holiday
away from their home as a result of the mandatory
evacuation order. The Johnsons' claims are unliquidated and
include claims based on property damage in the amount of
approximately $860,000.
* Emily Teasley was a contractor working on a catwalk at the
Port Neches Facility within a few hundred feet of the
source of the initial explosion. Ms. Teasley was blown into
the wall of her office trailer by the force of the
explosion, and she was subsequently transported by
ambulance to a hospital for treatment of extensive bodily
injuries, including a brain injury, injuries to her back
and spine that required surgery, two ruptured ear drums and
continued tinnitus, injuries to wrist, hand and shoulder
and bruising and cuts on various parts of her body. As a
result of the incident, Ms. Teasley now suffers from nerve
damage, causing numbness in her right wrist and right leg.
She has also suffered mental, emotional and cognitive
damage, and has been diagnosed with post-traumatic stress
disorder, anxiety, insomnia, depression and trauma-induced
bipolar disorder, for which she requires continued therapy.
Ms. Teasley has unliquidated claims in the amount of at
least $5,000,000 based on personal injury, medical costs
and loss of earning capacity.
* Farmers Insurance, a national insurance company, has
unliquidated claims based on subrogation interests acquired
in connection with insurance payments of $4,053,887.58
related to damage caused by the November 27, 2019
explosions.
* Sasol is an integrated energy and chemical company that
develops and commercializes synthetic fuels technologies
and produces liquid fuels, chemicals and electricity. Sasol
has an unsecured claim in the amount of $4,020,134.82
related to crude materials provided to the Debtors on a
contractual basis.
* Suzanne Williamson and her family resided less than one
mile from the Port Neches Facility and were in their home
when the initial explosion occurred. At the time, Ms.
Williamson's son attended Port Neches-Groves High School,
which is located within walking distance of the Port Neches
Facility. Ms. Williamson has testified before state and
local governmental agencies regarding the incident,
including the Texas Commission on Environmental Quality,
which has commenced an investigation into the explosions.
Following her testimony before the TCEQ, Ms. Williamson was
contacted by the Office of the Attorney General of the
State of Texas in connection with its efforts to monitor
TPC's treatment of affected persons during the recovery
phase. Ms. Williamson also was contacted by and has
communicated with the Environmental Protection Agency
during its investigation of TPC. Ms. Williamson's claims
are unliquidated and comprise property damage claims in the
amount of at least $165,658.26, personal injury claims in
the amount of at least $503,675.00 and other economic
damages in the amount of at least $13,304.98.
As of June 29, 2022, each Committee member and their disclosable
economic interests are:
Amber Harms
c/o Mitchell A. Toups
Weller, Green, Toups & Terrell, LLP
P.O. Box 350
Beaumont, TX 77704-0350
* Unliquidated unsecured claims of at least $4,175,265.79 on the
basis of property damage.
Chevron Phillips Chemical Company LP
10001 Six Pines Drive
The Woodlands, TX 77380
* Unliquidated unsecured claims of approximately $15,669,453.31 on
the basis of goods sold to the Debtors on a contractual basis.
Chris Johnson
c/o Troy O'Brien Farrar & Ball, LLP
1117 Herkimer Street
Houston, TX 77008
* Unliquidated unsecured claims of at least $860,000 on the basis
of property damage.
Emily Teasley
c/o Darren Brown
Provost Umphrey Law Firm L.L.P.
350 Pine Street, Suite 1100
Beaumont, TX 77701
* Unliquidated unsecured claims of at least $5,000,000 on the
basis of personal injury, including medical costs and loss of
earning capacity.
Farmers Insurance
PO Box 268994
Oklahoma City
OK 73126-8994
* Unliquidated unsecured claims of at least $4,053,887.58 on the
basis of insurance subrogation interests.
Sasol Chemicals North America LLC
2120 Wickchester Lane
Houston, TX 77079
* Unliquidated unsecured claims of approximately $4,020,134.82
(including $831,203.32 entitled to treatment as an
administrative expense pursuant to Bankruptcy Code section
503(b)), on the basis of goods provided to the Debtors on a
contractual basis.
Suzanne Williamson
c/o Jane Leger, Mark Sparks
The Ferguson Law Firm
350 Pine Street, Suite 1440
Beaumont, TX 77701
* Unliquidated unsecured claims of at least $682,638.24 on the
basis of property damage, personal injury and other economic
damages.
Proposed Counsel to the Official Committee of Unsecured Creditors
of TPC Group Inc., et al. can be reached at:
COLE SCHOTZ P.C.
Justin R. Alberto, Esq.
Patrick J. Reilley, Esq.
Andrew J. Roth-Moore, Esq.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
E-mail: jalberto@coleschotz.com
preilley@coleschotz.com
aroth-moore@coleschotz.com
- and –
AKIN GUMP STRAUSS HAUER & FELD LLP
Philip C. Dublin, Esq.
Arik Preis, Esq.
Naomi Moss, Esq.
Edan Lisovicz, Esq.
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
E-mail: pdublin@akingump.com
apreis@akingump.com
nmoss@akingump.com
elisovicz@akingump.com
- and –
Marty L. Brimmage, Jr., Esq.
Lacy M. Lawrence, Esq.
2300 N. Field St., Suite 2300
Dallas, TX 75201
Telephone: (214) 969-2800
Facsimile: (214) 969-4343
E-mail: mbrimmage@akingump.com
llawrence@akingump.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3ucRMJR at no extra charge.
About TPC Group
TPC Group, headquartered in Houston, is a producer of value-added
products derived from petrochemical raw materials such as C4
hydrocarbons, and provider of critical infrastructure and logistics
services along the Gulf Coast. The Company sells its products into
a wide range of performance, specialty and intermediate markets,
including synthetic rubber, fuels, lubricant additives, plastics
and surfactants. With an operating history of more than 75 years,
TPC Group has a manufacturing facility in the industrial corridor
adjacent to the Houston Ship Channel and operates product terminals
in Port Neches, Texas and Lake Charles, Louisiana.
TPC Group Inc. and its subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 22-10493) on June 1, 2022. TPC Group
estimated assets and debt of $1 billion to $10 billion to $10
billion.
The Hon. Craig T. Goldblatt is the case judge.
Baker Botts L.L.P. is the Debtors' counsel; Morris, Nichols, Arshtn
& Tunnell LLP is the co-counsel; Moelis & Company LLC is the
investment banker; and FTI Consulting is the financial advisor.
Simpson Thacher & Bartlett LLP is the special finance counsel.
Kroll Restructuring Administration is the claims agent.
Eclipse Business Capital LLC is advised by Goldberg Kohn Ltd.
Paul Hastings LLP, and Stroock & Stroock & Lavan LLP are serving as
counsel to the Ad Hoc Noteholder Group that supports the Debtors'
restructuring. Evercore Group L.L.C., is the Group's financial
advisor. Young Conaway Stargatt & Taylor, LLP is local counsel to
the Ad Hoc Noteholder Group. The Supporting Noteholders are funds
controlled by FIG LLC and Fortress Capital Finance III(A) LLC,
Monarch Alternative Capital LP., PGIM Inc., Redwood Capital
Management LLC, and Strategic Value Partners LLC.
Pachulski Stang Ziehl & Jones LLP, Proskauer Rose LLP, and Selendy
Gay Elsberg PLLC are serving as counsel to an Ad Hoc Group of
Non-Consenting Noteholders, led by Bayside Capital, Inc., and
Cerberus Capital Management, L.P. Milbank LLP previously served as
the group's counsel but was later replaced by Pachulski and SGE.
TPT GLOBAL: Enters Into $200,760 Convertible Note Financing
-----------------------------------------------------------
TPT Global Tech, Inc. and 1800 Diagonal Lending, LLC entered into a
Convertible Promissory Note effective June 13, 2022 totaling
$200,760 and a Securities Purchase Agreement. The closing and
funding took place on June 16, 2022.
The 1800 Diagonal Note has an original issue discount of 12%, or
$21,510.00, and bears interest at 22% and is convertible into
shares of the Company's common stock only under default, as
defined. Ten payments of $22,485.10 beginning on July 30, 2022 are
to be made each month totaling $224,851,00. At any time following
default, as defined, conversion rights exist at a discount rate of
25% of the lowest trading price for the Company's common stock
during the previous 10 trading days prior to conversion.
194,676,363 common shares of the Company have been reserved with
the transfer agent for possible conversion under a default.
Securities Purchase Agreement:
The Company and 1800 Diagonal Lending executed the Securities
Purchase Agreement in accordance with and in reliance upon the
exemption from securities registration for offers and sales to
accredited investors afforded, inter alia, by Rule 506 under
Regulation D as promulgated by the United States Securities and
Exchange Commission under the 1933 Act, and/or Section 4(a)(2) of
the 1933 Act. The SPA outlines the purchase of the 1800 Diagonal
Note, and 1800 Diagonal Lending understands that the Securities are
being offered and sold to it in reliance on specific exemptions
from the registration requirements of the 1933 Act and state
securities laws and that the Company is relying upon the truth and
accuracy of, and 1800 Diagonal Lending's compliance with, the
representations, warranties, agreements, acknowledgments and
understandings of 1800 Diagonal Lending set forth in the SPA in
order to determine the availability of such exemptions and the
eligibility of 1800 Diagonal Lending to acquire the Securities.
Crestmark Bank
On June 9, 2022, the Company agreed to an amendment to the Amended
and Restated Promissory Note dated May 20, 2021 for $360,000 with
Crestmark Bank. The amendment provides for interest only monthly
payments at 6% per annum in excess of Wall Street Journal prime
commencing on June 1, 2022 through Sept. 1, 2022, after which
payments will include principal of $15,000 per month until paid on
May 1, 2024.
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a technology-based company with divisions providing
telecommunications, medical technology and product distribution,
media content for domestic and international syndication as well as
echnology solutions. It offers Software as a Service (SaaS),
Technology Platform as a Service (PAAS), Cloud-based Unified
Communication as a Service (UCaaS). TPT Global Tech offers
carrier-grade performance and support for businesses over its
private IP MPLS fiber and wireless network in the United States.
TPT Global Tech's cloud-based UCaaS services allow businesses of
any size to enjoy all the latest voice, data, media and
collaboration features in today's global technology markets. It
also operates as a Master Distributor for Nationwide Mobile Virtual
Network Operators (MVNO) and Independent Sales Organization (ISO)
as a Master Distributor for Pre-Paid Cell phone services, Cell
phone Accessories and Global Roaming Cell phones.
TPT Global reported a net loss attributable to shareholders of
$4.02 million for the year ended Dec. 31, 2021, compared to a net
loss attributable to shareholders of $8.07 million for the year
ended Dec. 31, 2020. As of March 31, 2022, the Company had $9.85
million in total assets, $29.72 million in total liabilities,
$16.74 million in total mezzanine equity, and a total stockholders'
deficit of $36.62 million.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated April 14, 2022, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
TUMBLEWEED TINY HOUSE: August 16 Plan Confirmation Hearing Set
--------------------------------------------------------------
Tumbleweed Tiny House Company, Inc., filed with the U.S. Bankruptcy
Court for the District of Colorado a Disclosure Statement in
support of the Fifth Amended Plan of Reorganization.
On June 27, 2022, Judge Kimberley H. Tyson approved the Disclosure
Statement and ordered that:
* Aug. 9, 2022 is fixed as the last day to submit ballots
accepting or rejecting the Plan.
* Aug. 9, 2022 is fixed as the last day to file any objection
to confirmation of the Plan.
* Aug. 16, 2022, at 1:30 p.m. in the United States Bankruptcy
Court for the District of Colorado, Courtroom D, U.S. Custom House,
721 19th Street, Denver, Colorado is the hearing for consideration
of confirmation of the Plan.
A copy of the order dated June 27, 2022, is available at
https://bit.ly/3OP9LOZ from PacerMonitor.com at no charge.
Attorneys for the Tumbleweed Tiny House Company, Inc.:
David V. Wadsworth, Esq.
David J. Warner, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 W. Main St., Ste. 200
Littleton, CO 80120
Tel: (303) 296-1999
Fax: (303) 296-7600
About Tumbleweed Tiny House Company
Tumbleweed Tiny House Company, Inc., a manufacturer of tiny house
RVs, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Colo. Case No. 20-11564) on March 4, 2020. At the time
of filing, the Debtor estimated between $500,000 and $1 million in
assets and between $1 million and $10 million in liabilities.
Judge Kimberley H. Tyson oversees the case.
Wadsworth Garber Warner Conrardy, P.C., and Gerard Fox Law, P.C.,
serve as the Debtor's bankruptcy counsel and special counsel,
respectively. Stockman Kast Ryan + Company is the Debtor's
accountant.
UGI INT'L: Fitch Affirms 'BB+' Longterm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed UGI International, LLC's (UGII)
Long-Term Issuer Default Rating (IDR) at 'BB+'. The Outlook is
Stable.
The affirmation is underpinned by UGII's leading market position as
a liquefied petroleum gas (LPG) distributor in Europe, and a solid
business model with customer and supplier diversification. UGII's
credit profile is constrained by limited organic growth potential
with an expected margin volatility that may result from fixed-price
LPG contracts, and its smaller scale relative to investment-grade
peers.
The Stable Outlook reflects Fitch's view of the company's ability
to maintain stable operating and cash flow margins leading to a
financial risk profile commensurate with the rating, with gross
debt/EBITDA estimated to remain below 3.0x, supported by UGII's
stated financial policy.
KEY RATING DRIVERS
Weaker FY22 Performance, Intact Medium Term: The affirmation is
supported by Fitch's view of UGII's ability to generate steady
EBITDA averaging around USD360 million until 2025, based on an
effective cost-hedging strategy, allowing the company to generate
stable unit margins amid price and volume volatility of energy
commodities.
At the same time, given the extraordinarily high price volatility,
particularly for natural gas and electricity, in the first half of
FY22 (financial year ending September), Fitch estimates increased
underlying commodity risk in FY22, which would lead to an earnings
contraction of around 15% versus FY21, rebounding towards USD360
million-USD380 million in the following years.
Credit Metrics Consistent with Rating: Fitch expects UGII to remain
well-placed relative to its Fitch-rated peers, based on average
gross debt/EBITDA estimated at below 2.5x in FY23 and thereafter,
albeit with weaker leverage in FY22 due to operating losses
incurred by its Energy Marketing division in 1H22. This financial
profile is rooted in UGII's conservative capital structure and
target leverage of 2.0x-2.5x net debt/EBITDA.
We forecast steady cash from operations in excess of USD200 million
a year, which together with UGII's investments in legacy portfolio
and renewable energy projects estimated at around USD250 million a
year, and dividend distributions of around USD200 million, will
support adequate leverage and a comfortable interest coverage
profile until 2025.
Flexible Dividend Approach: UGII does not have a minimum dividend
policy, which adds to its financial flexibility. Dividend payments
depend on the company's operating needs, deleveraging ability and
market conditions. This should mean UGII has appropriate financial
flexibility to operate through more volatile market conditions with
higher operating liquidity requirements. Fitch anticipates UGII
will pay at least USD200 million a year in dividends based on
steady projected EBITDA. Based on UGII's lower dividend upstream in
the past, Fitch's forecasts entail some dividend headroom.
Rating on a Standalone Basis: The IDR reflects UGII's Standalone
Credit Profile (SCP), because Fitch assesses the legal, operational
and strategic ties between the company and its ultimate majority
shareholder, UGI Corp, as weak, in accordance with Fitch's Parent
and Subsidiary Rating Linkage methodology. While UGII is one of the
larger assets of UGI Corp, Fitch views the operating and strategic
ties between them as not overly restrictive, allowing UGII some
flexibility on the use of cash and dividend up-stream.
We also note that UGII's senior unsecured bonds and loans are
non-recourse to the parent, with no guarantees or cross-default
provisions. Although UGII raises debt independently, the parent has
supported its growth funding.
Defensive Pricing Arrangements: Long-term margins have been fairly
stable despite volume and pricing volatility, with higher margins
in retail and tighter mark-ups for bulk customers. The contracts of
most UGII customers have pricing arrangements, whereby prices
fluctuate with changes in propane spot prices. Around 17% of UGII's
LPG volumes are derived from fixed-price contracts, for which sold
volumes are hedged with forward contracts. This structure of the
supply contract portfolio has been stable.
Growth Through Acquisitions: UGII is a leading distributor of LPG
in Europe, with the advantage of scale compared with many
competitors, and moderate geographic diversification. It plans to
grow through further LPG-market consolidation by acquiring the LPG
businesses of oil majors, as it did with BP plc (A/Stable), Shell
plc (AA-/Stable), and TotalEnergies SE (AA-/Stable) in 2015. This
would enable cost savings by acquiring and optimising supply and
distribution channels in existing markets. LPG is a refinery
by-product and not a focus of major energy companies, which
continue to divest their LPG operations.
In addition, given the flat to declining demand for LPG in Europe,
Fitch estimates UGII will continue making strategic investments in
renewable energy projects assumed at USD100 million a year from
FY23, which would help reposition the business in the longer term,
but would not have a meaningful operating contribution in the
medium term. However, larger debt-financed M&A could put UGII's
ratings under pressure.
Security of Supply and Distributions: UGII has good security of
supply with almost half (40%) of its propane coming from the North
Sea region close to Norway and the UK, and remainder from west and
north Africa, the US, the Middle East, and a negligible amount from
Russia. It also has multiple modes of supply transport including
trucks, railcars and ships. UGII has an extensive storage network
throughout Europe. UGII's flexibility (with regard to inventories,
contracts and cross-border flexibility, for example), can easily
mitigate supply disruptions of a few days. Longer disruption might
pressure supply but could partially be offset by UGII suppliers'
strong positions in neighbouring countries, which would assist the
country suffering disruption.
DERIVATION SUMMARY
UGII is well positioned relative to its Fitch-rated peers such as
Vivo Energy plc (BB+/Stable), Puma Energy Holdings Pte. Ltd
(BB-/Stable) and EG Group Limited (B-/Positive). Vivo and Puma have
more diversified businesses than UGII, with integrated downstream
and midstream operations. Puma is more geographically diversified
than UGII in emerging markets. Fitch views the less volatile
operating environment and stronger governance environment in Europe
(compared with emerging markets) for UGII as a mitigating factor
for Europe's weak demand. EG Group is a leading independent
petrol-station operator in Europe.
UGII has a strong cash-generative pre-dividend profile, with
neutral to negative free cash flow (FCF; after dividends, albeit
benefitting from a flexible dividend upstream policy) and higher
average EBITDA margin than most of its peers. This is due to a
higher margin on retail propane and LPG sales (for home heating and
cooking as well as industrial use) than Puma and Vivo, which are
focused on highly competitive and low-margin retail motor-fuel
sales. UGII has a stronger financial profile compared with Puma and
especially the highly-levered EG Group, while Vivo has lower
leverage than UGII. All three peers are slightly less
capital-intensive than UGII.
UGII is also better-positioned than its sister company, AmeriGas
Partners, L.P. (APU, BB/Stable), which is also a large propane
retailer. However, APU operates in a highly fragmented US market
with a market share of about 15%. APU has much higher
Fitch-estimated leverage, but a stronger EBITDA margin. Its margin
benefits from its ability to compete with small retail propane
distributors in the US and to use its size to lower or eliminate
overhead costs while maintaining sales. Additionally, APU has
become adept at managing EBITDA and gross margins, even in an
environment of contracting sales and volatile propane prices.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
Eurozone GDP growing 2.6% in 2022 falling to 2.1% in 2023, and
inflation expected at 5.3% in 2022 with UGII to pass through higher
LPG prices to retail and wholesale customers and maintain operating
margins;
LPG volumes to remain flat in 2022-2025;
EBITDA on average around USD380 million 2022-2025;
Capital expenditures in the range of USD125 million through 2025;
Acquisition investments in renewables assumed at USD100 million a
year from 2023, without any material operating contribution in the
medium term;
Dividends increase to around USD250 million-USD300 million in FY22
and remain above USD200 million annually through FY25;
Refinancing of the term loan and revolving credit facility (RCF)
due in October 2023 assumed during FY23 at a higher cost debt;
EUR/USD exchange rate at 1.05 throughout and oil price (USD/barrel)
at 105.0 in 2022, 85.0 in 2023 and 65.0 in 2024.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Increased scale of business while maintaining solid market
shares within the countries it operates in, and without
impairing profitability.
-- Gross debt/EBITDA sustainably below 2.0x with EBITDA/interest
paid remaining double-digit.
-- Positive FCF generation with FCF margin of more than 5%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
Weaker-than-Fitch-expected financial performance due to
structurally lower profit margins, aggressive upstream dividend
policy or mostly debt-funded M&A, resulting in gross debt/EBITDA
persistently higher than 3.0x and EBITDA/interest paid weakening
towards 7.0x.
Absence of term loan and RCF refinancing by end of 2022.
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
Acceptable Liquidity: UGII's liquidity is supported by internally
generated cash flow and a senior unsecured EUR300 million RCF
expiring in October 2023. As of end- March 2022, UGII held reported
unrestricted cash balances of USD532 million, of which USD427
million is cash collateral received from hedging counterparties.
Manageable Refinancing Risk: Fitch views the refinancing risk to
replace the near-term bank loans due in October 2023 as manageable,
supported by UGII's cash generative operations and adequate for the
rating indebtedness levels, although Fitch projects increasing debt
service costs in the current environment of rising interest rates.
Inability to refinancing by end-2022 may put UGII's ratings under
pressure.
ISSUER PROFILE
UGII is a distributor of LPG throughout Europe.
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
---- ------ -----
UGI International, LLC LT IDR BB+ Affirmed BB+
senior unsecured LT BB+ Affirmed BB+
US RENAL: Moody's Lowers CFR to Caa1 & Senior Secured Debt to B3
----------------------------------------------------------------
Moody's Investors Service downgraded U.S. Renal Care, Inc's
Corporate Family Rating to Caa1 from B3 and the Probability of
Default Rating to Caa1-PD from B3-PD. Moody's also downgraded the
senior secured rating to B3 from B2 and the senior unsecured rating
to Caa3 from Caa2. The outlook is stable.
The downgrade reflects headwinds currently faced by U.S. Renal
including challenges to grow earnings caused by on-going labor cost
inflation and a protracted recovery from lower treatment volumes
due to the pandemic. As a result, Moody's expects leverage to
remain very high, above 8x over the next 12-18 months. In addition,
Moody's expects liquidity, currently good, will deteriorate due to
sustained investment in new dialysis clinics, which will lead to
negative free cash flow. Moody's views US Renal's capital structure
as increasingly unsustainable due to very high leverage that the
company will be challenged to reduce over the next 12-18 months.
Social and governance considerations are material to the rating
action reflecting the adverse impact of the COVID-19 pandemic on
the company's demand for dialysis services but also very aggressive
financial policies in particular with regard to organic expansion
which has led to a deterioration in liquidity and sustained
negative free cash flow.
Downgrades:
Issuer: U.S. Renal Care, Inc
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured Bank Credit Facilities, Downgraded to B3 (LGD3)
from B2 (LGD3)
Senior Unsecured Notes, Downgraded to Caa3 (LGD5) from Caa2
(LGD5)
The rating outlook remains stable
RATINGS RATIONALE
U.S. Renal's Caa1 Corporate Family Rating reflects very high
financial leverage and weak operating performance. Moody's expects
that the company's leverage will remain very high with debt/EBITDA
above 8 times over the next 12 to 18 months. The rating is also
constrained by the company's modest scale relative to other players
in the sector. Moody's also expects dialysis providers such as U.S.
Renal to face rising social risk that could lead to legislation
that reduces industry profitability. There is a significant
differential in reimbursement for commercial patients versus
Medicare patients, and dialysis service providers are making most
of their profits with commercial patients. Moody's believes this
raises longer-term risk around payment rates and profitability.
The stable outlook reflects Moody's expectation that leverage will
remain very high and the operating environment will remain
challenging.
Moody's expects that U.S. Renal's liquidity – currently good –
will deteriorate as sustained investment will not be fully covered
by free cash flow. As a result, Moody's expects that cash balances
will gradually decrease but will remain above $100 million over the
next 12-18 months. Liquidity is further supported by a $150 million
revolving credit facility (currently undrawn), which is due in June
2024.
ESG considerations are material to U.S. Renal's credit profile.
U.S. Renal Care has high exposure to social considerations.
Dialysis companies face credit risk around the significant
disparity between the reimbursement it receives for treating
commercially insured patients and the amount it receives for
treating patients insured by Medicare. Various states have pursued
legislation, that if passed, could reduce the company's and other
dialysis companies' profits. Furthermore, efforts to increase the
supply of kidneys available for transplant, if successful, would
slow end stage renal disease (ESRD) patient volume growth. Among
governance considerations, U.S. Renal's financial policies under
private equity ownership are very aggressive, reflected in high
debt levels.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if liquidity or free cash flow
weakens further, increasing the likelihood of loss for creditors in
a default or distressed exchange event or if the likelihood of
default increases.
The ratings could be upgraded if the company demonstrates sustained
earnings and cash flow growth, materially reduces leverage, and
improves liquidity. Quantitatively, the rating could be upgraded if
Moody's-adjusted debt/EBITDA is sustained below 7.5x.
U.S. Renal Care, Inc. provides dialysis services to patients who
suffer from chronic kidney failure. U.S. Renal provides dialysis
services through 371 outpatient facilities in 32 states and the
territory of Guam. It also provides acute dialysis services through
contractual relationships with hospitals and home dialysis
services. Revenues are approximately $1.3 billion. U.S. Renal Care
is owned by private equity firms Bain Capital, Summit Partners, and
Revelstoke Capital Partners, along with other investors and
management.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
VAL PROPERTIES: Unsecureds Owed $24K to Get Up to 100% in Plan
--------------------------------------------------------------
VAL Properties, LLC, submitted an Amended Disclosure Statement
explaining its Plan.
The Debtor owns and operates real property located 54382 National
Road, Bridgeport, Belmont County, Ohio 43912. This case is
considered a "single-asset real estate" case, consistent with the
meaning set forth in Section 101(51B) of the Bankruptcy Code.
The Debtor proposes a sale of the real property located at 54382
National Road, Bridgeport, Belmont County, Ohio 43912. The sale
will be an "AS IS, WHERE IS" with all faults and subject to
Bankruptcy Court approval. The sale should be approved to the
bidder who submits the highest and best offer. The listing price is
set at $1,995,000. However, the final purchase price is subject to
the offers actually received and the Debtor reserves the right to
adjust this price if needed.
Under the Plan, Class 4 General Unsecured Creditors totaling
$24,848 will be paid from the proceeds of the sale of real estate.
If there are not sufficient proceeds for Class 4, the Debtor and/or
its principal will pay these claims over 4 years, or they will be
paid in full on or before the Plan Effective Date with a 25%
discount. Creditors will recover 100% of their claims.
The Plan will be funded by the sale of 54382 National Road,
Bridgeport, Belmont County, Ohio 43912. Any Shortfall to Wesbanco
will be paid within 180 days from a refinance of the home mortgage
of Vince and Melanie Ann Lorenzi.
Attorney for the Debtor:
Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-3708
Tel: (412) 232-0930
E-mail: dcalaiaro@c-vlaw.com
A copy of the Disclosure Statement dated June 24, 2022, is
available at https://bit.ly/3bz6uVe from PacerMonitor.com.
About VAL Properties
VAL Properties, LLC, sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-22384) on Nov.
3, 2021, listing up to $50,000 in assets and up to $1 million in
liabilities. Judge Carlota M. Bohm oversees the case. Donald R.
Calaiaro, Esq., at Calaiaro Valencik, is the Debtor's legal
counsel.
VERANO RECOVERY: Court Confirms $20-Mil. Sale Plan
--------------------------------------------------
Judge Sheri Bluebond has entered an order confirming and approving
Verano Recovery, LLC's Third Amended Chapter 11 Plan of
Reorganization dated May 13, 2022.
The Plan calls for the sale of the Debtor's real property at in
Cathedral City, Riverside County, in California, to Northlight
Capital Partners LLC pursuant to the Sale Agreement.
The Plan will be funded from: (a) cash on hand on the Effective
Date; and (b) the net proceeds (after payment of broker's
commissions, escrow fees and other costs of sale) from the sale of
the Property which Debtor anticipates closing on or before October
31, 2022. See Section IV.H.1 of the Plan. Based upon the Sale
Agreement with the Buyer, which provides for a purchase price of
$20,250,000 for the Property, the Debtor believes that the net
proceeds from the sale of the Property will be sufficient to pay
off all creditors the amount of their Allowed Claims in full.
A post-confirmation status conference will be held on November 2,
2022 at 11:00 a.m.
The Debtor must file a post-confirmation status conference report
accompanied by a declaration by October 21, 2022.
The Court denies and overrules any and all objections not
previously withdrawn or otherwise resolved and relating to: (a) the
confirmation of the Plan; (b) the approval of the Sale Transaction
and (c) the assignment of the contracts and leases.
As set forth in the Plan "Effective Date" means following the entry
of the Confirmation Order (which Confirmation Order shall be a
Final Order), the earlier of: (i) the date of the close of escrow
on the sale of the Property which Debtor anticipates being no later
than October 31, 2022; or (ii) October 31, 2022.
The following Classes are impaired and have accepted the Plan
because pursuant to section 1126(c) of the Bankruptcy Code more
than 1/2 of the number and at least 2/3 of the dollar amount
actually voting have accepted the Plan: Class 2 - The City of
Cathedral City's Allowed Secured Claim (Disputed, Contingent and
Unliquidated); Class 3 – RoBott Land High Yield 1 LLC's Allowed
Secured Claim (Disputed, Contingent and Unliquidated); Class 4 –
Rio Vista Village's Allowed Secured Claim (Disputed, Contingent and
Unliquidated); and Class 6 – Subordinated General Unsecured
Claims. Class 7 – Interest Holders, is unimpaired and is deemed
to accept the Plan. Accordingly, the Plan is confirmable because it
satisfies section 1129(b)(1) of the Bankruptcy Code.
The Plan has been accepted by Classes 2, 3, 4, and 6. Because at
least one impaired Class of Claims has accepted the Plan,
determined without including any acceptance of the Plan by any
insider, the Plan satisfies the requirements of section 1129(a)(10)
of the Bankruptcy Code.
The Plan does not unfairly discriminate against and is fair and
equitable with respect to the Claimholders in Classes 1 and 5.
The Plan is amended as follows:
* The definition "Encumbrance" in Section II of the Plan is
added and shall read as follows:
1. "Encumbrance" means, with respect to the Property, all
mortgages, pledges, hypothecations, charges, liens, interests,
debentures, trust deeds, claims and encumbrances of any type
whatsoever (whether known or unknown, secured or unsecured or in
the nature of setoff or recoupment, choate or inchoate, filed or
unfiled, scheduled or unscheduled, noticed or unnoticed, recorded
or unrecorded, perfected or unperfected, allowed or disallowed,
contingent or noncontingent, liquidated or unliquidated, matured or
unmatured, material or nonmaterial, disputed or undisputed, whether
arising prior to or subsequent to the commencement of the
Bankruptcy Case, and whether imposed by agreement, understanding,
Law, equity, or otherwise), including Claims, assignments by way of
security or otherwise, security agreements and interests,
conditional sales contracts or other title retention agreements,
rights of first refusal, first negotiation or first offer, options
to purchase or similar restrictions or obligations, instruments
creating a security interest in the Property or any part thereof or
interest therein, and any agreements, leases, subleases, licenses,
occupancy agreements, options, easements, rights of way, covenants,
conditions, restrictions, declarations, defects in title,
encroachments, exceptions or other encumbrances adversely affecting
title to the Property or any part thereof or interest therein.
* The terms of the Cathedral City Settlement are incorporated
into the Plan.
The Sale Transaction is approved pursuant to sections 363(b),
363(f), and 363(m) and 1146(a) of the Bankruptcy Code, and the
Debtor is empowered to enter into the Sale Agreement and to perform
its obligations thereunder subject to the terms and conditions
thereof. The Debtor is authorized and empowered to sell the
Property to the Buyer pursuant to and in accordance with the terms
and conditions of the Sale Agreement.
Upon the closing of the Sale transaction, the Debtor is authorized
to and shall distribute the proceeds from the Sale transaction to
the City of Cathedral City in accordance with the terms and
conditions of the Cathedral City Settlement.
Attorneys for the Debtor:
Marc C. Forsythe, Esq.
Reem J. Bello, Esq.
GOE FORSYTHE & HODGES LLP
18101 Von Karman Ave., Ste. 1200
Irvine, California 92612
Telephone: (949) 798-2460
Facsimile: (949) 955-9437
E-mail: mforsythe@goeforlaw.com
rbello@goeforlaw.com
About Verano Recovery
Pasadena, Cal.-based Verano Recovery, LLC, filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case No. 21-14127) on May 19, 2021. At the time of the
filing, the Debtor had between $10 million and $50 million in both
assets and liabilities.
Judge Sheri Bluebond presides over the case.
The Debtor tapped Goe Forsythe & Hodges, LLP as bankruptcy counsel;
Corbett Steelman & Spector and O'Neil LLP as special counsel;
Armory Consulting Co. as financial advisor; and Cline Carroll &
Bartell, LLP as accountant.
VERTEX ENERGY: Millennium Entities Report 0.7% Equity Stake
-----------------------------------------------------------
Millennium Management LLC, Millennium Group Management LLC, and
Israel A. Englander disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 15, 2022, they
beneficially own 551,924 shares of common stock of Vertex, Energy,
Inc., representing 0.7% of the shares outstanding.
After acquiring beneficial ownership of more than 5% of the
outstanding Common Stock on June 15, 2022, the reporting persons
ceased to be beneficial owners of more than 5% of the outstanding
Common Stock by June 24, 2022 (the date of this filing).
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/0000890447/000127308722000083/VTNR_SC13G_June2022.htm
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.
WEYERBACHER BREWING: Returns to Chapter 11 to Deal With Old Debt
----------------------------------------------------------------
Weyerbacher Brewing Company, Inc., has returned to Chapter 11
bankruptcy.
The Debtor immediately filed with the Bankruptcy Court a motion to
use cash collateral, pay prepetition employee wages, and pay up to
$289,000 to critical vendors. As of the Petition Date, the Debtor
has 23 employees and pays approximately $31,887 in gross payroll
per pay period.
The Debtor says it requires postpetition financing to continue and
manage operations in anticipation of confirmation of a Plan.
Capital Source Group, LLC, has agreed to purchase the receivable of
the Debtor for $250,000 -- to be paid in tranches of $100,000, then
$75,000 AND THEN $75,000.
Weyerbacher Brewing was founded in 1995 in a livery stable located
in downtown Easton, Pennsylvania. Eventually outgrowing that small
space, it moved to the 30,000 square foot facility, located at 905
Line Street in Easton, Pennsylvania. While predominantly known for
Belgian-style brews including Merry Monks and QUAD, Weyerbacher
Brewing has an extensive barrel aging program which produces fan
favorites including Insanity and Riserva.
Weyerbacher Brewing also offers two tap room experiences: (1) a tap
room located inside the brewery at 905 Line Street in Easton,
Pennsylvania; and (2) a tap room located at The Ferry Market in New
Hope, Pennsylvania. Both tap room locations feature craft beer and
soda as well as snacks.
Previous Bankruptcy Case
On April 22, 2019, the Debtor filed its initial chapter 11
bankruptcy proceeding. The Debtor's Plan was confirmed by this
Court on December 11, 2019.
Prior to the Debtor's 2019 Bankruptcy Case, Branch Banking & Trust
("BB&T") 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 ("TRUIST") in the amount of $1,490,000. As of June
28, 2022 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 $500,000 across four (4) 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 (the "December
30, 2021 Settlement Agreement") to modify certain of those terms
and provide for the assignment of the Midtown claims to Change
Capital Holdings, LLC ("CHANGE" and, together with TRUIST, the
"Lenders"). As of June 28, 2022, the Debtor submits CHANGE 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. 111); 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.
According to court filings, Weyerbacher estimates between 100 and
199 creditors. The petition states funds will be available to
unsecured creditors.
About Weyerbacher Brewing Company
Weyerbacher Brewing Company, Inc. is a brewery in Easton,
Pennsylvania. The Company is predominantly known for its
Belgian-style brews including Merry Monks and QUAD. Weyerbacher
Brewing was founded in 1995.
Weyerbacher Brewing Company, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 19-12558) on
April 22, 2019. The Debtor exited bankruptcy after confirming a
Plan in December 2019.
Weyerbacher Brewing Company, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-11665)
on June 27, 2022. In the petition filed by Daniel Weirback, as
president, the Debtor reports estimated assets and liabilities
between $1 million and $10 million each. ALBERT A. CIARDI, III, of
Ciardi Ciardi & Astin, is the Debtor's counsel.
A meeting of creditors Chapter 11 under 11 U.S.C. Sec. 341(a) is
slated for Aug. 10, 2022, at 2:00 PM.
WILLIAM F. EVERETT JR.: $12K Sale of Four Winns 180 Horizon Okayed
------------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorized William F. Everett, Jr., and
Anne Adams to sell the 2004 Four Winns 180 Horizon to Diana Pringle
for the amount of $12,000, free and clear of liens.
The Debtors are authorized to pay the broker fee of $3,000 from the
proceeds of the sale. They are further authorized to escrow the net
sale proceeds in the trust account of Stichter, Riedel, Blain &
Postler, P.A., pending further order of the Court.
A hearing on the Motion was held on June 16, 2022, at 9:30 a.m.
William F. Everett, Jr., and Anne Adams Everett sought Chapter 11
protection (Bankr. M.D. Fla. Case No. 22-01189) on March 25, 2022.
The Debtors tapped Barbara Hart, Esq., at Stichter, Riedel, Blain &
Postler, P.A. as counsel.
WP REALTY: Auction of $4.8M New Rochelle Property Set for July 19
-----------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York approved the WP Realty Acquisition III, LLC's
Second Stalking Horse Contract with CS Cedar Street LLC or its
designee in connection with the sale of its development property
located at 115-117 Cedar Street, in New Rochelle, New York, for
$4.8 million, free and clear of all claims, liens, taxes and
non-permitted encumbrances, subject to overbid.
The Stalking Horse is granted a break-up fee in the sum of $96,000
equal to approximately 2% of the purchase price.
The bidding procedures agreed to by the parties as set forth in the
Second Stalking Horse Contract are approved.
The Debtor will conduct an auction of the Property in accordance
with the Bidding Procedures on July 19, 2022.
The Court will conduct a hearing to approve the sale either
separately or in conjunction with a hearing to confirm a plan of
reorganization on Aug. 10, 2022, at 10:00 a.m.
The mortgage liens of Cedar Street LLC will attach to the proceeds
in its pre-existing order or priority.
A copy of the Bidding Procedures is available at
https://tinyurl.com/2jv264bn from PacerMonitor.com free of charge.
About WP Realty Acquisition III
WP Realty Acquisition III LLC is engaged in activities related to
real estate. It owns a property located in New Rochelle, New York
having a current value of $4.1 million (estimated without
development).
WP Realty Acquisition III filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 20-23038) on Sept. 11, 2020. The Debtor
disclosed
$4,177,531 in total assets and total liabilities $4,674,589.
Judge Sean H. Lane oversees the case.
Goldberg Weprin Finkel Goldstein LLP, led by Kevin J. Nash, is the
Debtor's legal counsel.
WYOTRANS LLC: Has Deal on Cash Collateral Access Thru July 31
-------------------------------------------------------------
Wyotrans, LLC and Rival Funding, LLC advised the U.S. Bankruptcy
Court for the District of Arizona that they have reached an
agreement regarding the Debtor's use of cash collateral and now
desire to memorialize the terms of this agreement into an agreed
order.
The Debtor requires the use of cash collateral to continue
operation of its business.
Prior to the Petition Date, the Debtor entered into a Factoring
Agreement with England Carrier Services, LLC where by it sold the
rights to collect various receivables subject to the terms and
conditions of the Agreement. England Carrier perfected its interest
in the Debtor's future receivables on May 12, 2021, by recording a
first position UCC1 statement with the Arizona Secretary of State.
Subsequent to the Petition Date, the Bankruptcy Court entered an
Interim Order authorizing the Debtor and England Carrier to
continue in their relationship relative to the Factoring
Agreement.
Prior to the Petition Date, the Debtor entered into a Merchant Cash
Advance Agreement with Rival. In turn, Rival perfected its
interest in the Debtor's future receivables under the MCA on April
18, 2022, by recording a second position UCC-1 statement with the
Wyoming Secretary of State.
Prior to the Petition Date, the Debtor entered into an Agreement
for the Purchase and Sale of Future Receipts with Fincoast Capital,
LLC. Fincoast asserts that the transaction between it and the
Debtor amounts to an outright sale of certain assets and, as a
result, those assets are not property of the bankruptcy estate. The
Debtor disputes that assertion. Fincoast will be treated as having
a right to the ownership of those assets under its contract that is
dated May 5, 2022, and therefore, will receive monthly payments as
described in the agreed operating budget. The Debtor and Fincoast
each reserve all rights they may have as to a subsequent challenges
thereof.
Wyotrans and Rival agree that the Debtor may use cash collateral
through July 31 to fund the expenses of operating the Debtor's
operations, in the ordinary course, in accordance with the
operating budget.
As additional adequate protection of Rival's security interest and
any interest Fincoast asserts, the Debtor grants to Rival and
Fincoast replacement liens in all categories of assets of the
Debtor's bankruptcy estate in which Rival and/or Fincoast hold
valid and perfected prepetition liens of the same kind, type and
priority, subject only to valid, existing prepetition liens,
including both existing and after-acquired property, to the fullest
extent necessary to realize all cash collateral actually expended
by Debtor, pursuant to the Stipulation.
The Debtor agrees that its Stipulation with Rival will terminate
immediately and automatically upon:
a. Entry of an order dismissing or converting the Debtor's
chapter 11 case to a chapter 7 case;
b. Entry of an order appointing a chapter 11 trustee with
greater powers than those currently held by the Subchapter V
Trustee;
c. Entry of an Order modifying the automatic stay to enable a
party to take action that will or may, in the opinion of Rival,
materially affect the ability of the Debtor to continue to perform
under the Stipulation; or
d. Written agreement of the Debtor and/or Rival and Fincoast
to terminate the Stipulation.
A copy of the stipulation and the Debtor's July 2022 budget is
available at https://bit.ly/3bDOGIe from PacerMonitor.com.
The Debtor projects $700,000 in gross income and $675,916 in total
expenses.
About WYOTRANS LLC
WYOTRANS LLC, doing business as National Freight Carriers, is a
U.S. Department of Transportation-registered motor carrier.
WYOTRANS, LLC, sought protection under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 22-03353) on
May 25, 2022. In the petition filed by Michelle Allen, as managing
member, WOTRANS LLC listed estimated assets between $100,000 and
$500,000 and estimated liabilities between $500,000 and $1
million.
The case is assigned to the Honorable Bankruptcy Judge Daniel P.
Collins.
Allan D. Newdelman PC, is the Debtor's counsel.
Jennifer A. Giaimo has been appointed as Subchapter V trustee.
[^] BOOK REVIEW: PANIC ON WALL STREET
-------------------------------------
A History of America's Financial Disasters
Author: Robert Sobel
Publisher: Beard Books
Softcover: 469 Pages
List Price: $34.95
Review by: Gail Owens Hoelscher
"Mere anarchy is loosed upon the world, the blood-dimmed tide is
loosed, and everywhere the ceremony of innocence is drowned; the
best lack all conviction, while the worst are full of passionate
intensity."
What a terrific quote to find at the beginning of a book on a
financial catastrophe! First published in 1968. Panic on Wall
Street covers 12 of the most painful episodes in American financial
history between 1768 and 1962. Author Robert Sobel chose these
particular cases, among a dozen or so others, to demonstrate the
complexity and array of settings that have led to financial panics,
and to show that we can only make; the vaguest generalizations"
about financial panic as a phenomenon. In his view, these 12 all
had a great impact on Americans of the time, "they were dramatic,
and drama is present in most important events in history." They had
been neglected by other fiancial historians. They are:
William Duer Panic, 1792
Crisis of Jacksonian Fiannces, 1837
Western Blizzard, 1857
Post-Civil War Panic, 1865-69
Crisis of the Gilded Age, 1873
Grant's Last Panic, 1884
Grover Cleveland and the Ordeal of 183-95
Northern Pacific Corner, 1901
The Knickerbocker Trust Panic, 1907
Europe Goes to War, 1914
Great Crash, 1929
Kennedy Slide, 1962
Sobel tells us there is no universally accepted definition if
financial panic. He quotes William Graham Sumner, who died long
before the Great Crash of 1929, describing a panic as "a wave of
emotion, apprehension, alarm. It is more or less irrational. It is
superinduced upon a crisis, which is real and inevitable, but it
exaggerates, conjures up possibilities, take away courage and
energy."
Sobel could find no "law of panics" which might allow us to predict
them, but notes their common characteristics. Most occur during
periods of optimism ("irrational exuberance?"). Most arise as
"moments of truth," after periods of self-deception, when players
not only suddenly recognize the magnitude of their problems, but
are also stunned at their inability to solve them. He also notes
that strong financial leaders may prove a mitigating factor, citing
Vanderbilt and J.P. Morgan.
Sobel concludes by saying that although financial panics have
proven as devastating in some ways as war, and while much research
has been carried out on war and its causes, little research has
been done on financial panics. Panics on Wall Street stands as a
solid foundation for later research on the topic.
*********
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Peter A. Chapman, Editors.
Copyright 2022. All rights reserved. ISSN: 1520-9474.
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