/raid1/www/Hosts/bankrupt/TCR_Public/220714.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, July 14, 2022, Vol. 26, No. 194
Headlines
274 ATLANTIC ISLES: Taps Genovese Joblove & Battista as Counsel
626 HOSPICE: UST Seeks Case Trustee or Chapter 7 Conversion
942 PENN RR: Trustee Seeks to Hire Bast Amron as Bankruptcy Counsel
AGILE THERAPEUTICS: Closes $24 Million Upsized Public Offering
ANDOVER SENIOR: Aug. 16 Hearing on Disclosure Statement
ASIA PALACE: Case Summary & Five Unsecured Creditors
ASTRIA HEALTH: Reaches Deal With Cerner in Billing System Case
BAIRN LLC: Trustee Taps May Oberfell Lorber as Legal Counsel
BIOLASE INC: Promotes Key Team Members
BITNILE HOLDINGS: Owns 9.7% Equity Stake in Connexa Sports
CEL-SCI CORP: BlackRock Has 2.7% Equity Stake as of June 30
CENTER ETHANOL: Case Summary & 10 Unsecured Creditors
CENTURY ALUMINUM: BlackRock Has 10% Stake as of June 30
CHRISTIAN CARE: Committee Taps Kane Russell Coleman as Counsel
CHULA FREIGHT: Files Chapter 11 Subchapter V Case
CITIUS PHARMACEUTICALS: BlackRock Reports 1.6% Equity Stake
CPE FEEDS INC: Taps Rickey W. Dill, CPA as Accountant
CRYPTO CO: Borrows Funds From 1800 Diagonal Lending
CUENTAS INC: Gets Default Notice for Failure to Pay $700K in Fees
CYTOSORBENTS CORP: BlackRock Has 1.7% Stake as of June 30
DH PARKER: U.S. Trustee Unable to Appoint Committee
ELDERHOME LAND: To Seek Plan Confirmation on Aug. 29
EMERALD X: S&P Alters Outlook to Stable, Affirms 'B' ICR
ENDO INTERNATIONAL: BlackRock Owns 7.9% Stake as of June 30
ENJOY TECHNOLOGY: U.S. Trustee Appoints Creditors' Committee
EVERGREEN ARBORISTS: Hits Chapter 11 Bankruptcy
FAIRPORT BAPTIST: Committee Taps Dentons US as Legal Counsel
FAIRPORT BAPTIST: Committee Taps ToneyKorf as Financial Advisor
FAIRPORT BAPTIST: Wins Cash Collateral Access Thru Sept 30
FLEX ELECTRICAL: Unsecureds Will Get 17% via Quarterly Payments
GATHERING PLACE: Lender Seeks to Prohibit Cash Access
GENAPSYS INC: Seeks Cash Collateral Access, $4MM DIP Loan
GIRARDI & KEESE: Stole $100M From Clients, Says Edelson Suit
GOLDEN 8 MAPLE: Court Approves Disclosure Statement
HERO NUTRITIONALS: Files Chapter 11 Subchapter V Case
HISPANIC FOOD: S&P Assigns 'B' ICR, Outlook Stable
HOWMET AEROSPACE: S&P Lowers Rating on Preferred Stock to 'B+'
IBIO INC: BlackRock Has 1.8% Equity Stake as of June 30
IGLESIAS DIOS: Granted 60-Day Extension for Plan & Disclosures
IN TOUCH HEALTH: Taps Donald and Co. as Accountant
INGROS FAMILY: Enterprise Says Stipulation to Resolve Objection
KEYWAY APARTMENT: Seeks Cash Collateral Access
KOPIN CORP: BlackRock Has 1.4% Stake as of June 30
LADERA AVENUE: Voluntary Chapter 11 Case Summary
LATAM AIRLINES: Creditor Group Loses Bid to Delay Exit Plan
LOADCRAFT INDUSTRIES: Unsecureds Will Get 10% in 48 Months
MARINE WHOLESALE: Case Summary & 20 Largest Unsecured Creditors
MARINE WHOLESALE: Files Emergency Bid to Use Cash Collateral
MAUNESHA RIVER: Unsecureds Will Get $100k in Refinancing
MEDNAX INC: S&P Raises ICR to 'BB-' on Better Leverage
METRO PUERTO RICO: Unsecured Creditors to Recover 100% in 60 Months
NATIONAL CINEMEDIA: BlackRock Has 1.5% Equity Stake as of June 30
NN INC: BlackRock Has 1.7% Equity Stake as of June 30
NUVEDA LLC: Unsecured Creditors to Get 40 Cents on Dollar in Plan
PB-6 LLC: Litigation Proceeds to Fund Plan Payments
PHUNWARE INC: Sells $12.8M Unsecured Note to Streeterville
PIASECKI REALTY: Court Confirms Reorganization Plan
PREMIER PAVING: Voluntary Chapter 11 Case Summary
PROBATE ESTATE OF SUSAN: Voluntary Chapter 11 Case Summary
PROVENCROWN BUILDERS: Unsecureds to Recover 100% in 60 Months
QUANTUM CORP: BlackRock Has 1.1% Stake as of June 30
QUOTIENT LIMITED: BlackRock Reports 1.6% Equity Stake
QUOTIENT LIMITED: Maven Investment, et al. Report 4.56% Stake
REPLICEL LIFE: Won't Proceed With 2nd Tranche Offering
RIDER HOTEL: Files Emergency Bid to Use Cash Collateral
RUBY PIPELINE: Fitch Affirms & Withdraws LongTerm 'D' IDR
SAGEWOOD LLC: Seeks to Hire Robinson & Cotten as Legal Counsel
SANUWAVE HEALTH: Gets Forbearance Extension Under NH Expansion Deal
SAS AB: To Start Labor Talks to Help Chapter 11 Financing Search
SECURE ENERGY: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
SHAWN JENSEN: No Patient Complaints, 6th PCO Report Says
SOLID BIOSCIENCES: BlackRock Has 2.5% Stake as of June 30
STORCENTRIC INC: Crowell & Moring Appointed as New Panel Member
THOMPSON ROSE: Case Summary & One Unsecured Creditor
TROIKA MEDIA: Receives Noncompliance Notice From Nasdaq
TROIKA MEDIA: Required to Pay Up to $7M in Liquidated Damages
TWO ROCKS OF TWO: Gets OK to Hire Kornfield as Bankruptcy Counsel
UGI INT'L: Fitch Affirms BB+ Unsecured Rating & Gives RR4 Rating
VIRGINIA TRUE: Unsecureds Will Get 35% of Claims in Creditor Plan
VISTAGEN THERAPEUTICS: Venrock Entities Report 10% Equity Stake
VIVAKOR INC: Joseph Spence Quits as Director
VOYAGER DIGITAL: Broker Doesn't Have FDIC Insurance
WIRELESS SYSTEMS: Wins Interim Cash Collateral Access
YELLOW CORP: BlackRock Has 1.2% Equity Stake as of June 30
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
274 ATLANTIC ISLES: Taps Genovese Joblove & Battista as Counsel
---------------------------------------------------------------
274 Atlantic Isles, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Genovese
Joblove & Battista, P.A. to serve as legal counsel in its Chapter
11 case.
The firm's services include:
(a) advising the Debtor regarding its powers and duties in the
continued management and operation of its business and properties;
(b) attending meetings and negotiating with representatives of
creditors and other parties, and advising the Debtor regarding the
conduct of the case, including all of the legal and administrative
requirements of operating in Chapter 11;
(c) advising the Debtor in connection with any contemplated
sales of assets or business combinations;
(d) advising the Debtor regarding post-petition financing, cash
collateral arrangements, pre-bankruptcy financing arrangements, and
emergence financing and capital structure;
(e) advising the Debtor on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases and
executory contracts;
(f) providing advice to the Debtor with respect to legal issues
arising in or relating to its ordinary course of business;
(g) taking all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the estate,
negotiations concerning all litigation in which the Debtor may be
involved and objections to claims filed against the estate;
(h) preparing legal papers;
(i) negotiating and preparing a plan of reorganization,
disclosure statement and all related agreements or documents, and
taking any necessary action to obtain confirmation of such plan;
(j) attending meetings with third parties and participating in
negotiations;
(k) appearing before the bankruptcy court, appellate courts and
the U.S. trustee; and
(l) performing all other necessary legal services for the
Debtor.
Genovese will be paid at hourly rates ranging from $300 to $695 and
will receive reimbursement for its out-of-pocket expenses. The firm
received a retainer of $26,738 from the Debtor.
Glenn Moses, Esq., a partner at Genovese, 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:
Glenn D. Moses, Esq.
Genovese Joblove & Battista, P.A.
100 SE 2nd Street, Suite 4400
Miami, FL 33131
Tel: (305) 349-2300
Email: gmoses@gjb-law.com
About 274 Atlantic Isles
274 Atlantic Isles, LLC, a company in Sunny Isles, Fla., filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-14810) on June
22, 2022, listing as much as $10 million in both assets and
liabilities. Isaac Halwani, manager, signed the petition.
Judge Laurel M. Isicoff oversees the case.
Glenn D. Moses, Esq., at Genovese Joblove & Battista, P.A. is the
Debtor's legal counsel.
626 HOSPICE: UST Seeks Case Trustee or Chapter 7 Conversion
-----------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16, will
move the U.S. Bankruptcy Court for the Central District of
California on August 9, 2022, for an order either directing the
appointment of a Chapter 11 Trustee, dismissing the case, or
converting the Chapter 11 to Chapter 7 case of 626 Hospice, Inc.
The Office of the United States Trustee has completed a recent
review of this case. The review indicates the Debtor has failed to
submit the required reporting requirements to the Office of the
United States Trustee for the Central District of California.
The Debtor filed a seven-day package with the Court on July 11,
2022, but the only items attached were an expired business license
and an expired worker's compensation insurance.
A copy of the U.S. Trustee's request is available for free at
https://bit.ly/3zczyeB from PacerMonitor.com.
About 626 Hospice Inc.
626 Hospice Inc. is a hospital and health care company.
626 Hospice filed a petition for relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
22-12904) on May 25, 2022. In the petition filed by Natasha Gill
as CEO, 626 Hospice Inc. listed estimated liabilities between
$500,000 and $1 million.
The case is assigned to Honorable Bankruptcy Judge Ernest M.
Robles.
The Law Offices of Yeznik O. Kazandjian, is the Debtor's counsel.
Arturo Cisneros has been appointed as Subchapter V trustee.
942 PENN RR: Trustee Seeks to Hire Bast Amron as Bankruptcy Counsel
-------------------------------------------------------------------
Barry Mukamal, the Chapter 11 trustee for 942 Penn RR, LLC, seeks
approval from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Bast Amron, LLP as his legal counsel.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for its out-of-pocket
expenses.
Scott Brown, Esq., a partner at Bast Amron, 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:
Scott N. Brown, Esq.
Bast Amron LLP
One Southeast Third Avenue, Suite 2410
Miami, FL 33131
Tel: 305.379.7904
Fax: 305.379.7905
Email: sbrown@bastamron.com
About 942 Penn RR
942 Penn RR, LLC, owns a short-term luxury apartment building
located at 942 Pennsylvania Ave., Miami Beach, FL 33139.
942 Penn RR filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14038) on
May 23, 2022. In the petition filed by Raziel Ofer, manager, the
Debtor disclosed $1,617,630 in total assets and $27,179,541 in
total liabilities.
Judge Robert A. Mark oversees the case.
The Law Office of Mark S. Roher, PA is the Debtor's legal counsel.
On June 29, 2022, the court appointed Barry E. Mukamal as the
Debtor's Chapter 11 trustee. Bast Amron, LLP and KapilaMukamal,
LLP
serve as the Debtor's legal counsel and accountant, respectively.
AGILE THERAPEUTICS: Closes $24 Million Upsized Public Offering
--------------------------------------------------------------
Agile Therapeutics, Inc. has closed its previously announced
upsized public offering of an aggregate of 26,666,666 shares of its
common stock (or pre-funded warrants in lieu thereof), together
with accompanying common stock warrants, at a public offering price
of $0.90 per share (or pre-funded warrant) and accompanying
warrants.
Each share of common stock (or pre-funded warrant) was sold in the
offering together with a Series A-1 warrant to purchase one share
of common stock at an exercise price of $0.90 per share and a
Series A-2 warrant to purchase one share of common stock at an
exercise price of $0.90 per share. The Series A-1 warrants are
exercisable immediately and will expire five years from the date of
issuance, and the Series A-2 warrants are exercisable immediately
and will expire thirteen months from the date of issuance. Total
gross proceeds from the offering, before deducting the placement
agent's fees and other offering expenses, were approximately $24.0
million.
H.C. Wainwright & Co. acted as the exclusive placement agent for
the offering.
The Company intends to use the net proceeds from this offering for
working capital, business development activities, and other general
corporate purposes.
About Agile Therapeutics
Agile Therapeutics, Inc. is a women's healthcare company dedicated
to fulfilling the unmet health needs of today's women. The
Company's product and product candidates are designed to provide
women with contraceptive options that offer freedom from taking a
daily pill, without committing to a longer-acting method. Its
initial product, Twirla, (levonorgestrel and ethinyl estradiol), a
transdermal system, is a non-daily prescription contraceptive.
Agile reported a net loss of $74.89 million for the year ended Dec.
31, 2021, a net loss of $51.85 million for the year ended Dec. 31,
2020, and a net loss of $18.61 million for the year ended Dec. 31,
2019. As of March 31, 2022, the Company had $29.30 million in total
assets, $26.56 million in total liabilities, and $2.74 million in
total stockholders' equity.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 30, 2022, citing that the Company has generated losses
since inception, used substantial cash in operations, anticipates
it will continue to incur net losses for the foreseeable future,
requires additional capital to fund its operating needs and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
ANDOVER SENIOR: Aug. 16 Hearing on Disclosure Statement
-------------------------------------------------------
Judge Mitchell L. Herren will convene a hearing to consider the
approval of the Disclosure Statement of Andover Senior Care, LLC,
at US Courthouse, 401 North Market Room 150, Wichita, KS 67202 on
Aug. 16, 2022 at 9:00 AM.
Objections to the Disclosure Statement must be filed and served on
or before August 9, 2022.
About Andover Senior Care
Andover Senior Care, LLC, owns and operates an assisted living
facility in Andover, Kansas. It sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 22-10139 ) on
March 11, 2022. In the petition signed by Dennis L. Bush, managing
member, the Debtor disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Mitchell H. Herren oversees the case.
Mark Lazzo, Esq., at Mark J. Lazzo, Attorney At Law, is the
Debtor's counsel.
ASIA PALACE: Case Summary & Five Unsecured Creditors
----------------------------------------------------
Debtor: Asia Palace Restaurant Inc.
9728 Gilespie Street
Las Vegas, NV 89183
Business Description: The Debtor is part of the restaurant
industry.
Chapter 11 Petition Date: July 13, 2022
Court: United States Bankruptcy Court
District of Nevada
Case No.: 22-12435
Debtor's Counsel: Stan H. Johnson, Esq.
COHEN JOHNSON LLC
375 E Warm Springs Rd Ste 104
Las Vegas, NV 89119
Tel: 702-823-3500
E-mail: calendar@cohenjohnson.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven Lee as authorized representative
of the Debtor.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/HGPKVQI/Asia_Palace_Restaurant_Inc__nvbke-22-12435__0001.0.pdf?mcid=tGE4TAMA
ASTRIA HEALTH: Reaches Deal With Cerner in Billing System Case
--------------------------------------------------------------
Santiago Ochoa of Yakima Herald-Republic reports that Sunnyside,
Washington-based Astria Health and Cerner Corp. have reached a
settlement in a dispute over a billing and records system issues
tied to Astria's Chapter 11 bankruptcy filing in 2019.
A trial had been scheduled to start Wednesday until the settlement
was reached last week. Details were not disclosed.
Astria, a nonprofit which operates hospitals in Sunnyside and
Toppenish, had no comment regarding the settlement. Representatives
with Cerner could be reached for comment.
In an adversary proceeding filed in March 2021, Astria alleged that
Cerner misrepresented the efficacy of its electronic health record
and billing services. Astria said Cerner failed to process a
significant number of its accounts receivables, leading to the
health system’s insolvency in 2019, court filings said.
At the time Astria filed for bankruptcy protection, it cited issues
with a new revenue cycle system that resulted in cash flow
problems.
"Intentional misrepresentations made by Cerner to induce Astria to
enter into a multi-million dollar goods and services contract for
an electronic health record ("EHR") and billing system that Cerner
knew would not function as advertised, if at all," Astria's
complaint said.
The billing and collections systems "failed so spectacularly" they
drove Astria into bankruptcy protection in May 2019, the document
said.
Cerner denied the allegations, saying Sunnyside’s acquisition of
Yakima Regional Medical and Cardiac Center and Toppenish Community
Hospital "ultimately set Astria on a collision course toward
bankruptcy," a court filing said.
"When Astria completed the transaction that led to the combination
of the three hospitals, it failed to institute a central management
or administrative structure that would lend itself to central
leadership or direction on behalf of the whole health system,"
Cerner said in court documents. "Instead, Astria functionally
became a 'Hydra,' with several heads and individual hospital
c-suite executives who failed to speak with a common voice or
provide a common set of requests or objectives to its vendors (like
Cerner)."
Astria closed Regional hospital in January 2020 as part of the
bankruptcy restructuring, and consolidated primary care clinics and
other operations. It was assisted in the bankruptcy process by a
$75 million loan from MultiCare Health System, a Tacoma-based
nonprofit health care system with hospitals throughout the state.
About Astria Health
Astria Health and its subsidiaries -- https://www.astria.health --
are a nonprofit health care system providing medical services to
patients who generally reside in Yakima County and Benton County,
Wash., through the operation of Sunnyside, Yakima, and Toppenish
hospitals, as well as several health clinics, home health services,
and other healthcare services. Collectively, they have 315 licensed
beds, three active emergency rooms, and a host of medical
specialties. Astria has 1,547 regular employees.
Astria Health and 12 of its subsidiaries filed for bankruptcy
protection (Bankr. E.D.Wash. Lead Case No. 19-01189) on May 6,
2019. In the petitions signed by John Gallagher, president and CEO,
the Debtors estimated assets and liabilities of $100 million to
$500 million.
The Hon. Frank L. Kurtz oversees the cases.
Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel.
Kurtzman Carson Consultants, LLC is the claims and noticing
agent.
Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019,
appointed seven creditors to serve on an official committee of
unsecured creditors. The Committee retained Sills Cummis & Gross
P.C. as its legal counsel; Polsinelli PC, as co-counsel; and
Berkeley Research Group, LLC as financial advisor.
BAIRN LLC: Trustee Taps May Oberfell Lorber as Legal Counsel
------------------------------------------------------------
Douglas Adelsperger, the Subchapter V trustee appointed in Bairn,
LLC's bankruptcy case, seeks approval from the U.S. Bankruptcy
Court for the Northern District of Indiana to employ May Oberfell
Lorber as his legal counsel.
The firm's services include:
a. preparing legal papers and conducting examinations incidental
to the administration of the case;
b. assisting the trustee with respect to his duties pursuant to
the Bankruptcy Code;
c. investigating and prosecuting actions under the Bankruptcy
Code;
d. assisting the trustee in the dispositions of assets of the
estate;
e. providing litigation services relating to the claims
objections and proceedings to determine the extent, validity and
priority of liens; and
f. providing other necessary legal services to the trustee.
The hourly rates charged by the firm for its services are as
follows:
Partners $275 - $425 per hour
Associates $195 - $240 per hour
Paralegals $170 per hour
Clerks $165 per hour
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
R. William Jonas, Jr., Esq., a partner at May Oberfell Lorber,
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:
R. William Jonas, Jr., Esq.
Jon R. Rogers, Esq.
May Oberfell Lorber
4100 Edison Lakes Parkway, Suite 100
Mishawaka, IN 46545
Tel: (574) 243-4100
Fax: (574) 232-9789
Email: rjonas@maylorber.com
rrogers@maylorber.com
About Bairn LLC
Bairn, LLC is the fee simple owner of 69 real properties in
Lafayette, Ind., having an aggregate value of $6.06 million.
Bairn filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ind. Case No. 21-40250) on Oct. 8,
2021, listing $6,479,598 in assets and $2,626,905 in liabilities.
Judge Robert E. Grant oversees the case.
E. Foy McNaughton, Esq., at McNaughton Law Group, LLC serves as the
Debtor's legal counsel.
Douglas R. Adelsperger, the Subchapter V trustee appointed in the
Debtor's case, is represented by May Oberfell Lorber, a law firm
based in Mishawaka, Ind.
BIOLASE INC: Promotes Key Team Members
--------------------------------------
BIOLASE, Inc. announced the appointments of Jennifer Bright to
chief financial officer and Steven Sandor to chief operating
officer. These promotions are effective immediately, and the
positions will report to John Beaver, BIOLASE's president and chief
executive officer.
Bright has served as the Company's vice president of Finance since
April 2021. Bright's responsibilities as CFO will include the
functional areas of finance, accounting, investor relations, and
assisting the executive management team in establishing long-range
goals, strategies, plans and policies that drive positive results.
Bright earned her Bachelor of Arts in Business Administration
degree in accounting from the University of Washington in Seattle,
Washington then began her career at PricewaterhouseCoopers and is
an active Certified Public Accountant in California.
"Jennifer is a highly valuable financial professional who has
demonstrated strong leadership across the breadth of our business,"
commented John Beaver. "I'm very excited to further leverage
Jennifer's robust experience in corporate finance and accounting as
we achieve BIOLASE's mission and execute on our long-term
strategy."
"I look forward to serving as BIOLASE's CFO and collaborating with
our talented teams across the company to drive our continued
commercial success, engage with the investment community, and serve
our customers, as well as the patients and families who benefit
from improved dental care with the use of BIOLASE's advanced laser
technology," said Jennifer Bright.
Sandor joined BIOLASE in early 2019 and has served in several
impactful positions in the Company's customer-facing organizations,
most recently as the company's Senior Director of Commercial
Operations and Service. Sandor has been instrumental in developing
long-term strategic growth initiatives focused on leveraging
talent, building robust commercial processes, and scalability.
Sandor earned an Executive Master of Business Administration degree
from Chapman University in Orange, California.
"Steven is a customer-focused sales and service leader who has
demonstrated an exceptional ability to improve processes and drive
results," commented John Beaver. "Reporting to Steven will be the
company's sales, marketing, service, manufacturing, and
distribution organizations. With Steven's guidance and the
high-performing leaders and team members reporting to him, I am
confident this structure will bring even stronger communication,
collaboration, and alignment across these key functions, resulting
in our continued commercial success. As part of this new
structure, we will also increase our focus on the highly important
Dental Service Organization (DSO) market."
"As COO, I am very excited to work with many strong BIOLASE
leaders, as well as their teams, to leverage their strengths,
insights, and experiences. I am confident that the combined effect
of their talent, complementary business strategies and even greater
collaboration will increase our capabilities and enable us to
achieve higher levels of revenue, service, production, and,
ultimately, market adoption of our laser technology. I look
forward to our making BIOLASE lasers the gold standard of care in
dentistry," said Sandor.
About Biolase
BIOLASE, Inc. -- http://www.biolase.com-- is a medical device
company that develops, manufactures, markets, and sells laser
systems for the dentistry and medicine industries. BIOLASE's
proprietary laser products incorporate approximately 301 patented
and 32
patent-pending technologies designed to provide biologically and
clinically superior performance with less pain and faster recovery
times.
Biolase reported a net loss of $16.16 million for the year ended
Dec. 31, 2021, a net loss of $16.83 million for the year ended Dec.
31, 2020, a net loss of $17.85 million for the year ended Dec. 31,
2019, and a net loss of $21.52 million for the year ended Dec. 31,
2018. As of March 31, 2022, the Company had $50.24 million in
total assets, $29.64 million in total liabilities, and $20.60
million in total stockholders' equity.
BITNILE HOLDINGS: Owns 9.7% Equity Stake in Connexa Sports
----------------------------------------------------------
BitNile Holdings, Inc., Digital Power Lending, LLC, and Milton C.
Ault, III disclosed in a Schedule 13D filed with the Securities and
Exchange Commission that as of June 15, 2022, they beneficially
owned 1,227,125 shares of common stock of Connexa Sports
Technologies Inc., representing 9.7 percent of the shares
outstanding.
The aggregate percentage of Shares reported owned by each Reporting
Person is based upon 12,663,213 Shares outstanding, which is the
total number of Shares outstanding as of June 15, 2022, upon the
closing of the underwritten public offering, as reported in the
Issuer's prospectus on Form 424(b)(4) filed with the Securities and
Exchange Commission on June 16, 2022.
On Aug. 6, 2021, Digital Power Lending, LLC purchased for
$3,000,000 (i) an 8% senior convertible note in the principal face
amount of $3 million and (ii) a warrant to purchase up to 200,000
Shares. Pursuant to an amendment effective Dec 1, 2021, the
principal face amount of the Note was increased to $3,600,000
without the payment of any additional consideration. The Note
contained a provision that required the principal amount, plus all
accrued interest, to be automatically converted into Shares, on the
date upon which the Shares start trading on the Nasdaq Stock
Market. Effective June 15, 2022, the $3,600,000 of principal and
$230,800 of accrued interest were automatically converted into
1,197,125 Shares. Since the Warrant contains a 4.99% beneficial
ownership blocker, and Digital Power Lending, LLC owns in excess of
5% of the Shares, no Shares issuable upon exercise of the Warrant
are considered owned by the Reporting Persons.
On June 15, 2022, Digital Power Lending, LLC bought 25,000 Shares
in connection with an underwritten public offering. The remaining
Shares purchased by Digital Power Lending, LLC were purchased with
working capital in open market purchases. Digital Power Lending,
LLC expended an aggregate of $3,938,760.78 for the purchase of the
Shares, which includes the increase in principal face amount of the
Note and the accrued interest on the Note.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/896493/000121465922008729/o78220sc13d.htm
About BitNile Holdings
BitNile Holdings, Inc. (formerly known as Ault Global Holdings,
Inc.) is a diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company owns and operates a data center
at which it mines Bitcoin and provides mission-critical products
that support a diverse range of industries, including
defense/aerospace, industrial, automotive, telecommunications,
medical/biopharma, and textiles. In addition, the Company extends
credit to select entrepreneurial businesses through a licensed
lending subsidiary. BitNile's headquarters are located at 11411
Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.BitNile.com.
BitNile reported a net loss of $23.97 million for the year ended
Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec.
31, 2020, a net loss of $32.94 million for the year ended Dec. 31,
2019, and a net loss of $32.98 million for the year ended Dec. 31,
2018. As of March 31, 2022, the Company had $518.92 million in
total assets, $93.74 million in total liabilities, $116.73 million
in redeemable noncontrolling interests in equity of subsidiaries,
and $308.46 million in total stockholders' equity.
CEL-SCI CORP: BlackRock Has 2.7% Equity Stake as of June 30
-----------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 1,153,102 shares of common stock of CEL-SCI
Corporation, representing 2.7 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/725363/000083423722010323/us1508376076_070822.txt
About CEL-SCI Corporation
CEL-SCI Corporation -- http://www.cel-sci.com-- is a
clinical-stage biotechnology company focused on finding the best
way to activate the immune system to fight cancer and infectious
diseases. The Company's lead investigational therapy Multikine is
currently in a pivotal Phase 3 clinical trial involving head and
neck cancer, for which the Company has received Orphan Drug Status
from the FDA. The Company has operations in Vienna, Va., and near
Baltimore, Md.
CEL-SCI reported a net loss of $36.36 million for the year ended
Sept. 30, 2021, a net loss of $30.26 million for the year ended
Sept. 30, 2020, and a net loss of $22.13 million for the year ended
Sept. 30, 2019. As of March 31, 2022, the Company had $64.16
million in total assets, $19.03 million in total liabilities, and
$45.13 million in total stockholders' equity.
CENTER ETHANOL: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------
Debtor: Center Ethanol Company, LLC
600 Mason Ridge Center Drive, Ste 105
St. Louis, MO 63141
Chapter 11 Petition Date: July 12, 2022
Court: United States Bankruptcy Court
Eastern District of Missouri
Case No.: 22-42087
Judge: Hon. Bonnie L. Clair
Debtor's Counsel: Thomas A. DeWoskin, Esq.
DANNA MCKITRICK, P.C.
7701 Forsyth Blvd.
Suite 1200
St. Louis, MO 63105
Tel: 314-889-7128
Fax: 314-725-6592
E-mail: tdewoskin@dmfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Adam R. Parker as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6GJO46Y/Center_Ethanol_Company_LLC__moebke-22-42087__0001.0.pdf?mcid=tGE4TAMA
CENTURY ALUMINUM: BlackRock Has 10% Stake as of June 30
-------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 9,162,923 shares of common stock of Century
Aluminum Co., representing 10 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/949157/000083423722010227/us1564311082_070822.txt
About Century Aluminum Company
Century Aluminum Company -- http://www.centuryaluminum.com-- is a
global producer of primary aluminum and operates aluminum reduction
facilities, or "smelters," in the United States and Iceland.
Century Aluminum reported a net loss of $167.1 million for the year
ended Dec. 31, 2021, a net loss of $123.3 million for the year
ended Dec. 31, 2020, a net loss of $80.8 million for the year ended
Dec. 31, 2019, and a net loss of $66.2 million for the year ended
Dec. 31, 2018. As of March 31, 2022, the Company had $1.69 billion
in total assets, $574 million in total current liabilities, $674.9
million in total noncurrent liabilities, and $439.8 million in
total shareholders' equity.
CHRISTIAN CARE: Committee Taps Kane Russell Coleman as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Christian Care
Centers, Inc. and Christian Care Centers Foundation, Inc. seeks
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to employ Kane Russell Coleman Logan, PC as its legal
counsel.
The firm's services include:
a. providing the committee with legal advice concerning its
duties, powers and rights in relation to the Debtors and the
administration of the Debtors' bankruptcy cases;
b. assisting the committee in the investigation of the acts,
conduct, assets, and liabilities of the Debtors and any other
matters relevant to their cases or to the formulation of a plan of
reorganization or liquidation;
c. assisting the committee and the Debtors in the formulation of
a Chapter 11 plan, or if appropriate, formulating the committee's
own plan of reorganization or liquidation;
d. taking such action necessary to preserve and protect the
rights of all of the Debtors' unsecured creditors;
e. investigating potential causes of action against third
parties for the benefit of the Debtors' bankruptcy estates;
f. preparing legal documents;
g. investigating and analyzing liens, security interests and
similar actions applicable to purported secured creditors;
h. participating in bidding procedures, sale hearings, the
proposed auction and related activities;
i. conducting appropriate discovery and investigations into the
Debtors' operations, valuation of assets, lending relationships,
management, Debtors' affiliates, and causes of action; and
j. performing all other necessary legal services for the
committee.
The firm will be paid at these rates:
Directors $350 to $775 per hour
Associates $315 to $525 per hour
Paralegals $175 to $275 per hour
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
Joseph Coleman, Esq., a partner at Kane Russell Coleman Logan,
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:
Joseph M. Coleman, Esq.
S. Kyle Woodard, Esq.
Kane Russell Coleman Logan PC
901 Main Street, Suite 5200
Dallas, TX 75202
Tel: (214) 777-4200
Fax: (214) 777-4299
Email: jcoleman@krcl.com
kwoodard@krcl.com
About Christian Care Centers
Christian Care Centers, Inc. (CCCI) was incorporated in 1947 as a
nonprofit Texas corporation. CCCI, a faith-based organization,
operates three senior living housing and health care campuses in
the Dallas/Fort Worth Metroplex. In addition, CCCI owns unimproved
real property in Dallas County and Tarrant County, adjacent to the
Mesquite and Fort Worth communities.
Meanwhile, Christian Care Centers Foundation, Inc. was incorporated
in 1994 also as a nonprofit Texas corporation. It is a supporting
organization that serves as an endowment organization for CCCI.
CCCI and Christian Care Centers Foundation sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case
No. 22-80000) on May 23, 2022. In the petitions signed by Mark
Shapiro, chief restructuring officer, the Debtors disclosed up to
$100 million in both assets and liabilities.
Judge Stacey G. Jernigan oversees the cases.
The Debtors tapped Husch Blackwell, LLP as counsel; Glassratner
Advisory & Capital, LLC as restructuring advisor; and Houlihan
Lokey Capital, Inc. as investment banker. Epiq Corporate
Restructuring, LLC is the claims, noticing, and solicitation
agent.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on June 3,
2022. The committee is represented by Kane Russell Coleman Logan,
P.C.
CHULA FREIGHT: Files Chapter 11 Subchapter V Case
-------------------------------------------------
Chula Freight & Logistics LLC filed for chapter 11 protection in
the Eastern District of Virginia. The Debtor filed as a small
business debtor seeking relief under Subchapter V of Chapter 11 of
the Bankruptcy Code.
Chula Freight & Logistics estimates between 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
A. Rudy Archer is the 100% owner and sole member.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Aug. 11, 2022, at 11:00 AM at Alexandria division. Proofs of claim
are due by Sept. 15, 2022.
About Chula Freight
Chula Freight & Logistics LLC is a licensed and bonded freight
shipping and trucking company running freight hauling business from
Woodbridge, Virginia.
Chula Freight & Logistics LLC filed a petition for relief under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.
Va. Case No. 22-10878) on July 7, 2022. In the petition filed by
Rudy Archer, as president, the Debtor estimated assets between
$500,000 and $1 million and liabilities between $1 million and $10
million.
Jolene E. Wee has been appointed as Subchapter V trustee.
Steven B. Ramsdell, of Tyler, Bartl & Ramsdell, P.L.C., is the
Debtor's counsel.
CITIUS PHARMACEUTICALS: BlackRock Reports 1.6% Equity Stake
-----------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 2,347,292 shares of common stock of Citius
Pharmaceuticals, Inc., representing 1.6 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/1506251/000083423722010231/us17322u2078_070822.txt
About Citius
Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. --
http://www.citiuspharma.com-- is a specialty pharmaceutical
company dedicated to the development and commercialization of
critical care products targeting unmet needs with a focus on
anti-infectives, cancer care and unique prescription products.
Citius reported a net loss of $23.05 million for the year ended
Sept. 30, 2021, a net loss of $17.55 million for the year ended
Sept. 30, 2020, a net loss of $15.56 million for the year ended
Sept. 30, 2019, a net loss of $12.54 million for the year ended
Sept. 30, 2018, and a net loss of $10.38 million for the year ended
Sept. 30, 2017. As of March 31, 2022, the Company had $127.79
million in total assets, $9.59 million in total liabilities, and
$118.20 million in total equity.
CPE FEEDS INC: Taps Rickey W. Dill, CPA as Accountant
-----------------------------------------------------
CPE Feeds, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to employ Rickey W. Dill, CPA, P.C.
as its accountant.
The firm's services include bookkeeping, accounting and associated
financial services for the Debtor.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for its out-of-pocket
expenses.
Rickey Dill, a partner at Rickey W. Dill, CPA, 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:
Rickey W. Dill
Rickey W. Dill, CPA, PC
211 South 5th Street
Brownfield, TX 79316
Tel: (806) 637-4554
About CPE Feeds
CPE Feeds, Inc. is a privately held company in the animal food
manufacturing business. The company is based in Brownfield, Texas.
CPE Feeds filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 22-50022) on March 1,
2022, listing as much as $10 million in both assets and
liabilities. Scott M. Seidel serves as Subchapter V trustee.
Judge Robert L. Jones oversees the case.
Ryan C. Gentry, Esq., at McGowan and McGowan, PC and Rickey W.
Dill, CPA, P.C. serve as the Debtor's legal counsel and accountant,
respectively.
CRYPTO CO: Borrows Funds From 1800 Diagonal Lending
---------------------------------------------------
The Crypto Company borrowed funds pursuant to a Securities Purchase
Agreement entered into with 1800 Diagonal Lending, LLC, and
Diagonal purchased a convertible promissory note from the Company
in the aggregate principal amount of $79,250. Pursuant to the SPA,
the Company agreed to reimburse Diagonal for certain fees in
connection with entry into the SPA and the issuance of the Note.
The SPA contains customary representations and warranties by the
Company and Diagonal typically contained in those documents.
The maturity date of the Note is July 5, 2023. The Note bears
interest at a rate of 10% per annum, and a default interest of 22%
per annum. Diagonal has the option to convert all of the
outstanding amounts due under the Note into shares of the Company's
common stock beginning on the date which is 180 days following the
date of the Note and ending on the later of: (i) the Maturity Date
and (ii) the date of payment of the default amount, as such term is
defined under the Note. The conversion price under the Note for
each share of common stock is equal to 65% of the lowest trading
price of the Company's common stock for the 10 trading days prior
to the conversion date. The conversion of the Note is subject to a
beneficial ownership limitation of 4.99% of the number of shares of
common stock outstanding immediately after giving effect to such
conversion. Failure of the Company to convert the Note and deliver
the common stock when due will result in the Company paying
Diagonal a monetary penalty for each day beyond such deadline.
Prior to the 180th day of the issuance date Note, the Company may
prepay the Note in whole or in part, however, if it does so between
the issuance date and the date which is 60 days from the issuance
date, the repayment percentage is 115%. If the Company prepays the
Note between the 61st day after issuance and the 120th day after
issuance, the prepayment percentage is 120%. If the Company
prepays the Note between the 121st day after issuance and 180 days
after issuance, the prepayment percentage is 125%. After such
time, the Company can submit an optional prepayment notice to
Diagonal, however the prepayment shall be subject to the agreement
between the Company and Diagonal on the applicable prepayment
percentage.
Pursuant to the Note, as long as the Company has any obligations
under the Note, the Company cannot without Diagonal's written
consent, sell, lease or otherwise dispose of any significant
portion of its assets which would render the Company a "shell
company" as such term is defined in SEC Rule 144. Additionally,
under the Note, any consent to the disposition of any assets may be
conditioned on a specified use of the proceeds of disposition.
The Note contains standard and customary events of default such as
failing to timely make payments under the Note when due, the
failure of the Company to timely comply with the Securities
Exchange Act of 1934, as amended, reporting requirements and the
failure to maintain a listing on the OTC Markets. The occurrence
of any of the events of default, entitle Diagonal, among other
things, to accelerate the due date of the unpaid principal amount
of, and all accrued and unpaid interest on, the Note. Upon an
"Event of Default", interest shall accrue at a default interest
rate of 22%, and the Company may be obligated pay to the Diagonal
an amount equal to 150% of all amounts due and owing under the
Note.
About Crypto Company
Malibu, CA-based The Crypto Company -- www.thecryptocompany.com --
is in engaged in the business of providing consulting services and
education for distributed ledger technologies, for the building of
technological infrastructure, and enterprise blockchain technology
solutions.
Crypto Company reported a net loss of $785,630 for the 12 months
ended Dec. 31, 2021, compared to a net loss of $2.82 million for
the 12 months ended Dec. 31, 2020. As of March 31, 2022, the
Company had $2.53 million in total assets, $4.14 million in total
liabilities, and a total stockholders' deficit of $1.61 million.
CUENTAS INC: Gets Default Notice for Failure to Pay $700K in Fees
-----------------------------------------------------------------
Cuentas, Inc. received a notice of default from CIMA Telecom, Inc.
on July 8, 2022, related to that certain Platform Exclusive License
Agreement, maintenance, and related agreements by and among
Cuentas, CIMA, Knetik, Inc., and Auris, LLC.
The notice provides that Cuentas has failed to pay $700,000 of
maintenance and pass-through fees that CIMA alleges are owed under
the License Agreement and also afforded Cuentas the required
sixty-day period (through July 24, 2022) to cure the default as
provided under the License Agreement. Cuentas disagrees with the
amount owed under the License Agreement. The parties are in
communication to attempt to resolve this dispute and no formal
litigation proceedings have been filed as of this filing.
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: BlackRock Has 1.7% Stake as of June 30
---------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 744,958 shares of common stock of CytoSorbents
Corp, representing 1.7 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/1175151/000083423722010315/us23283x2062_070822.txt
About CytoSorbents
Based in Monmouth Junction, N.J., 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.
DH PARKER: 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 DH Parker Properties, LLC.
About DH Parker Properties
DH Parker Properties, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 22-30979) on June 18,
2022. In the petition filed by Dale Parker, as member, the Debtor
estimated assets between $1 million and $10 million and estimated
liabilities between $500,000 and $1 million.
Troy G. Sexton, Esq., at Motschenbacher & Blattner, LLP is the
Debtor's counsel.
ELDERHOME LAND: To Seek Plan Confirmation on Aug. 29
----------------------------------------------------
Judge Maria Ellena Chavez-Ruark has entered an order approving the
Disclosure Statement of ElderHome Land, LLC and Burtonsville
Crossing, LLC.
Aug. 29, 2022 at 10:00 AM is fixed for the hearing on confirmation
of the Plan to take place in Virtual Courtroom (for hearing access
information see www.mdb.uscourts.gov/hearings or call
410−962−2688).
Aug. 15, 2022 is fixed as the last day for filing and serving
written objections to confirmation of the Plan.
Aug. 15, 2022 is fixed as the last day of filing written
acceptances or rejections of the Plan.
Attorney for the Plan Sponsor:
Lawrence A. Katz, Esq.
HIRSCHLER FLEISCHER PC
8270 Greensboro Drive, Suite 700
Tysons, VA 2210
About ElderHome Land and Burtonsville Crossing
Burtonsville Crossing, LLC, and ElderHome Land, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Lead Case No. 21-10492) on Jan. 25, 2021. At the time of the
filing, the Debtors had between $1 million and $10 million in both
assets and liabilities. Judge Maria Ellena Chavez-Ruark oversees
the cases. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, PA, and
Gordon & Simmons, LLC, serve as the Debtors' bankruptcy counsel and
special counsel, respectively.
EMERALD X: S&P Alters Outlook to Stable, Affirms 'B' ICR
--------------------------------------------------------
S&P Global Ratings revised the outlook on Emerald X Inc. to stable
from negative, affirmed its 'B' issuer credit rating, and affirmed
its 'B' issue-level rating on its senior credit facility.
S&P said, "The outlook revision to stable reflects our view that
Emerald will generate positive EBITDA in 2022 as live events return
and maintain a healthy cash balance, though we expect adjusted
leverage to remain elevated. In the second half of 2021, Emerald's
live events business experienced a meaningful restart with the
rollout of vaccines in many countries and easing of social
distancing restrictions. The company held 56 in-person events over
that period with more than 129,000 attendees and 7,500 exhibiting
companies. Momentum continued in the first quarter of 2022 as the
company was able to resume a full schedule of 31 events, resulting
in positive S&P Global Ratings-adjusted EBITDA of about $26 million
(excluding insurance proceeds). We expect positive EBITDA in 2022
from the continued return of live events as pandemic-related
restrictions subside, which will enable the company to improve its
credit metrics relative to 2021, but don't foresee a full recovery
to 2019 levels until 2024. As a result, we believe adjusted
leverage will remain above the pre-pandemic level over the
intermediate term due to a higher debt level and depressed EBITDA
base. Despite the company's elevated leverage, the company has
maintained healthy liquidity with about $254 million of balance
sheet cash as of March 31, 2022 and adjusted free operating cash
flow (FOCF) to debt above 5%. We forecast S&P Global
Ratings-adjusted leverage to be about 18x in 2022 before declining
to the mid-10x area in 2023, well above the company's leverage of
4.7x in 2019.
"Emerald raised $400 million through preferred share equity in 2020
to support its liquidity needs and given our treatment of preferred
equity as a debt in our credit metrics due to its debt-like
characteristics, Emerald's S&P Global Ratings-adjusted debt burden
increased substantially. Still, we expect Emerald's EBITDA coverage
of cash interest expense to remain adequate as the preferred stock
interest accrues for the life of the security at the company's
option."
Risks to a recovery in trade show attendance include a resurgence
in virus variants and negative impact from an economic downturn
that results in reduced business travel.
The live events industry was significantly impaired by the COVID-19
pandemic with most events canceled or postponed, resulting in weak
operating performance. Proceeds realized from the insurance claims
against pandemic-related show cancellations have to an extent
helped Emerald offset EBITDA losses. Although the company continues
to receive insurance proceeds, there is no assurance of full
recovery of proceeds from such claims. Furthermore, Emerald's
renewed event insurance policies for 2022 do not cover losses due
to event cancellations caused by communicable diseases, including
COVID-19. A resurgence in COVID-19 infection could inhibit recovery
prospects for the company, though S&P expects it to only have a
modest impact on the business.
S&P said, "The company's business is sensitive to economic
cyclicality and reductions in business travel. While we do not
expect a recession in the next 12 months, risks have increased.
Thus, our assessment of recession risk for the next 12 months is at
35%-45%. We expect the recovery in the company's adjusted EBITDA
margin could be hindered in a recessionary environment due to
reduced demand for trade shows as customers reduce their budgets
for business travel and advertising."
Emerald's liquidity position will enable it to continue investing
in organic growth initiatives and make deleveraging acquisitions.
The company has about $364 million of total liquidity consisting of
about $254 million of cash in hand and $109 million available under
its revolving credit facility. The company could also benefit from
additional insurance proceeds in the near term, though it is
uncertain if such proceeds will be recovered. Emerald's cash
position should support investment in its business and technology
initiatives to expand its sales and increase the number of
exhibitors at its expositions. Further, it enables Emerald to make
acquisitions that provide the opportunity to scale up and diversify
into different industry verticals, allowing for further
deleveraging. However, such acquisitions could expose the company
to execution and integration risks. S&P doesn't anticipate material
share repurchases or resumption of dividends going forward.
The stable outlook reflects S&P's expectation that:
-- Emerald will generate adjusted EBITDA of about $58 million in
2022 and about $105 million in 2023 due to the return of live
events and from acquisitions.
-- The company will maintain its high cash balance, which it could
use for debt repayment or deleveraging acquisitions.
S&P could downgrade Emerald if adjusted FOCF to debt were to
decline below 5%, a significant decline in balance sheet cash, and
we expect EBITDA interest coverage to remain below 2x on a
sustained basis. This could occur because:
-- Demand for trade shows declined due to reduced marketing spend
in a downturn, or because of travel restrictions resulting from
future COVID-19 outbreaks cause widespread event cancellations.
-- The liquidity deteriorates as a result of underperforming
acquisitions and significant operating losses stemming from a slow
recovery or negative effects from a potential recession.
S&P said, "We view an upgrade as unlikely over the next 12 months
given our expectation that the company's leverage will remain
elevated. However, we could raise our rating on Emerald if it
reduces its adjusted leverage below the 5x area on a sustained
basis because of consistent low- to mid-single-digit-percent
organic revenue growth coupled with stable EBITDA margins, solid
free cash flow generation, and accretive acquisitions."
ESG credit indicators: E-2, S-4, G-3
S&P said, "Social factors are a negative consideration in our
credit rating analysis of Emerald. It faced significant health and
safety challenges stemming from the pandemic, which significantly
reduced the number of events, revenues, and cash flows. Although we
expect trade shows to resume over time with fewer social distancing
restrictions and improving ease of international travel, there is a
risk to the company's recovery to 2019 levels over the next 12-24
months from new or extended restrictions because of increasing
infections from new virus variants. Governance factors are a
moderately negative consideration, 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 controlling
owners. This also reflects generally finite holding periods and a
focus on maximizing shareholder returns."
ENDO INTERNATIONAL: BlackRock Owns 7.9% Stake as of June 30
-----------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 18,633,065 shares of common stock of Endo
International plc, representing 7.9 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/1593034/000083423722010199/ie00bj3v9050_070822.txt
About Endo International plc
Endo International plc (NASDAQ: ENDP) -- http://www.endo.com/-- is
a holding company that conducts 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 July 4, 2022, S&P Global Ratings lowered
its issuer credit rating on Endo International PLC to 'CC' from
'CCC'. S&P said the downgrade reflects Endo's entrance into a
30-day grace period for interest non-payment, making a near-term
bankruptcy filing or distressed exchange almost an inevitability.
ENJOY TECHNOLOGY: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 cases
of Enjoy Technology, Inc. and its affiliates.
The committee members are:
1. Donnelly Financial, LLC
Attention: Brian Heberlein
35 W. Wacker Street
Chicago, IL 60693
Phone: 866-319-706
Email: brian.t.heberlein@dfinsolutions.com
2. Xoriant Corporation
Attention: Kalpen K. Shah
1248 Reamwood Avenue
Sunnyvale, CA 94089
Email: kalpen.shah@xorient.com
3. Vetty, Inc.
Attention: Subrat Nayak
110 Wall Street, 2nd Floor
New York, NY 10005
Phone: 610-563-7292
Email: subrat@vetty.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Enjoy Technology
Enjoy Technology, Inc. provide a commerce-at-home experience for
consumers through their network of mobile retail stores.
Enjoy Technology, Inc. and affiliates, Enjoy Technology Operating
Corp. and Enjoy Technology, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10580) on
June 30, 2022. In the petition signed by Tiffany N. Meriweather,
chief legal officer and corporate secretary, Enjoy Technology, Inc.
disclosed $111,661,000 in total assets and $69,956,000 in
liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Cooley, LLP and Richards, Layton, and Finger
P.A. as counsel; AP Services, LLC as restructuring advisor;
Centerview Partners, LLC as investment banker; and Stretto, Inc. as
claims, noticing agent and administrative advisor.
Asurion, LLC, a Delaware Limited Liability Company, as DIP lender,
is represented by Gibson, Dunn & Crutcher LLP, Bass, Berry & Sims
PLC, and Pachulski Stang Ziehl & Jones, LLP.
EVERGREEN ARBORISTS: Hits Chapter 11 Bankruptcy
-----------------------------------------------
Evergreen Arborists, Inc., filed for chapter 11 protection in the
Eastern District of California. The Debtor filed as a small
business debtor seeking relief under Subchapter V of Chapter 11 of
the Bankruptcy Code.
According to court filing, Evergreen Arborists estimates between 50
and 99 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. 15, 2022, at 10:00 a.m. Proofs of claim are due by Sept. 15,
2022.
About Evergreen Arborists
Evergreen Arborists Inc. -- https://www.evergreenarboristsinc.com
-- is a team of ISA certified arborists and tree service experts
that provide tree removal, trimming and more in Woodland, Davis,
Dixon, Capay Valley, Esparto, Madison, Winters and the surrounding
areas.
Evergreen Arborists Inc. filed a petition for relief under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.
Cal. Case No. 22-21692) on July 7, 2022. In the petition filed by
Michael B. Pryor Jr., as president, the Debtor estimated assets
between $500,000 and $1 million and liabilities between $1 million
and $10 million.
The case is assigned to Hon. Fredrick E. Clement.
The Subchapter V trustee:
Walter R. Dahl
2304 "N" Street
Sacramento, CA 95816
Phone: (916) 446-8800
Email: wdahl@dahllaw.net:
Gabriel E. Liberman, of Law Offices of Gabriel Liberman, APC, is
the Debtor's counsel.
FAIRPORT BAPTIST: Committee Taps Dentons US as Legal Counsel
------------------------------------------------------------
The official committee of unsecured creditors of Fairport Baptist
Homes and its affiliates received approval from the U.S. Bankruptcy
Court for the Western District of New York to employ Dentons US,
LLP as its legal counsel.
The firm's services include:
a. advising the committee with respect to its rights, duties and
powers in the Debtors' Chapter 11 cases;
b. assisting the committee in its consultations with the Debtors
relating to the administration of the cases;
c. assisting the committee in analyzing the claims of creditors
and the Debtors' capital structure, and in negotiating with the
holders of claims and, if appropriate, equity interests;
d. assisting in the committee's investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtors
and other parties involved, and of the operation of the Debtors'
businesses;
e. assisting the committee in its analysis of, and negotiations
with the Debtors or any other third party concerning matters
related to, among other things, the assumption or rejection of
certain leases of non-residential real property and executory
contracts, asset dispositions, financing transactions and the terms
of a plan of reorganization or liquidation for the Debtors;
f. assisting the committee as to its communications, if any, to
the general creditor body regarding significant matters in the
Debtors' cases;
g. representing the committee at all hearings and other
proceedings;
h. reviewing, analyzing and advising the committee with respect
to applications, orders, statements of operations and schedules
filed with the court;
i. assisting the committee in preparing pleadings and
applications as may be necessary in furtherance of the committee's
interests and objectives; and
j. performing other necessary legal services.
The firm will charge these hourly fees:
Lauren Macksoud Partner $855
James Irving Partner $575
Andrew Helman Partner $535
Christopher Madden Senior Managing Associate $370
Gina Young Managing Associate $310
Lauren Macksoud, Esq., a partner at Dentons US, 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:
Lauren M. Macksoud, Esq.
Dentons US LLP
1221 Avenue of the Americas Ste 25th Floor
New York, NY 10020
Tel: (212) 768-5347
Email: lauren.macksoud@dentons.com
About Fairport Baptist Homes
Fairport Baptist Homes and its affiliates, Fairport Baptist Homes
Adult Care Facility, Inc., FBH Community Ministries and FBH
Distinctive Living Communities, Inc., operate skilled nursing care
facilities.
Fairport Baptist Homes owns a New York-licensed 142-bed residential
health care facility at the FBH campus in Fairport, N.Y., and 42
independent living units known as Deland Acres.
On May 6, 2022, Fairport Baptist Homes and its affiliates sought
Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Lead Case No.
22-20220). In the petition filed by Fairport President Thomas H.
Poelma, Fairport Baptist Homes listed $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
The Debtors tapped John A. Mueller, Esq., at Lippes Mathias, LLP as
bankruptcy counsel and Pullano & Farrow, PLLC as special counsel.
Epiq Corporate Restructuring, LLC is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on June 2,
2022. Dentons US, LLP and ToneyKorf Partners, LLC serve as the
committee's legal counsel and financial advisor, respectively.
Eric M. Huebscher, the patient care ombudsman appointed in the
Debtors' cases, is represented by Kelly C. Griffith, Esq., at
Harris Beach, PLLC.
FAIRPORT BAPTIST: Committee Taps ToneyKorf as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of Fairport Baptist
Homes and its affiliates received approval from the U.S. Bankruptcy
Court for the Western District of New York to employ ToneyKorf
Partners, LLC as its financial advisor.
The firm's services include:
a. review and analysis of financial information prepared by the
Debtors and their accountants;
b. review, analysis and monitoring of the Debtors' operations
and businesses, business plans, financial projections and projected
cash flow requirements;
c. attendance at meetings of the committee and bankruptcy court
hearings, and participation in such other matters as the committee
may, from time-to-time, request;
d. assistance with respect to any proposed 363 auction sale of
the Debtors;
e. review and analysis of other proposed transactions for which
the Debtors might seek court approval;
f. review and analysis of the plan of reorganization proposed by
the Debtors and any other party, and assistance in the negotiation
of a Chapter 11 plan;
g. review and analysis of pre-bankruptcy assets, liabilities and
financial transactions of the Debtors and their management and
affiliates;
h. support for any bankruptcy court proceeding necessary or
appropriate to maximize recoveries by the committee's constituents;
and
i. other necessary financial advisory services.
The firm will be paid at these rates:
Thomas Korf, Managing Director $475 per hour
Jim Porter, Managing Director $495 per hour
Dennis Rodriguez, Director $395 per hour
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
Thomas Korf, a partner at ToneyKorf, 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:
Thomas A. Korf
ToneyKorf Partners, LLC
1595 N Central Ave
Valley Stream, NY 11580
Tel: (855) 857-1212
Email: tkorf@toneykorf.com
About Fairport Baptist Homes
Fairport Baptist Homes and its affiliates, Fairport Baptist Homes
Adult Care Facility, Inc., FBH Community Ministries and FBH
Distinctive Living Communities, Inc., operate skilled nursing care
facilities.
Fairport Baptist Homes owns a New York-licensed 142-bed residential
health care facility at the FBH campus in Fairport, N.Y., and 42
independent living units known as Deland Acres.
On May 6, 2022, Fairport Baptist Homes and its affiliates sought
Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Lead Case No.
22-20220). In the petition filed by Fairport President Thomas H.
Poelma, Fairport Baptist Homes listed $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
The Debtors tapped John A. Mueller, Esq., at Lippes Mathias, LLP as
bankruptcy counsel and Pullano & Farrow, PLLC as special counsel.
Epiq Corporate Restructuring, LLC is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on June 2,
2022. Dentons US, LLP and ToneyKorf Partners, LLC serve as the
committee's legal counsel and financial advisor, respectively.
Eric M. Huebscher, the patient care ombudsman appointed in the
Debtors' cases, is represented by Kelly C. Griffith, Esq., at
Harris Beach, PLLC.
FAIRPORT BAPTIST: Wins Cash Collateral Access Thru Sept 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Fairport Baptist Homes and its debtor-affiliates to use
cash collateral on a final basis pursuant to its agreement with
lender Berkadia Commercial Mortgage LLC, assignee of Capmark
Finance, Inc.
The Debtor is permitted to use cash collateral through and
including the earlier of (a) September 30, 2022, or (b) termination
of the Order following issuance of a Termination Notice.
As of the Petition Date, the Loan Documents are each valid and
enforceable against the Debtor, and the Debtor does not possess and
agrees not to assert any claim (as such term is defined in section
101(5) of the Bankruptcy Code), counterclaim, setoff or defense of
any kind, nature or description which would in any way affect the
validity or enforceability of the Loan Documents.
As of the Petition Date, the Prepetition Obligations constitute
legal, valid and binding obligations of the Debtor.
As of the Petition Date, the approximate indebtedness owed from the
Debtor to the Lender was $6,369,443.
As adequate protection, the Lender is through and including the
earlier of (a) September 30, 2022, or (b) termination of the Order
following issuance of a Termination Notice.
The Replacement Liens granted are in addition to all security
interests, liens, and rights of setoff existing in favor of the
Lender on the Petition Date, and are and will be valid, perfected,
enforceable, and effective as of the Petition Date without any
further action of the Debtor or the Lender and without the
necessity of the execution, filing or recording of any financing
statements, security agreements, deeds of trust, or other
documents, or of obtaining control agreements over bank accounts.
As further adequate protection, the Lender is granted an
administrative claim with a priority equivalent to a claim under
Bankruptcy Code sections 503(b) and 507(b), on a dollar-for-dollar
basis for and solely to the extent of any Diminution in Value.
The Debtor is authorized and directed to pay the reasonable fees
and expenses of the Lender's outside legal and financial advisors
in accordance with the Budget.
The Replacement Liens granted will be junior and subordinate to the
following professional fees and expenses: (a) all budgeted accrued
but unpaid fees and expenses incurred until the delivery of a
Termination Notice of the attorneys, accountants or other
professionals retained by the Debtor and the Committee; (b)
Professional Fees and Expenses in the maximum amount of $50,000
incurred after delivery of a Termination Notice; (c) the payment of
fees and expenses of any chapter 7 trustee and any chapter 7
professionals in an aggregate amount not to exceed $25,000; and (d)
the payment of fees pursuant to 28 U.S.C. section 1930, provided
that all such fees and expenses (other than those of the United
States Trustee) will be subject to approval by a final order of the
Court pursuant to sections 326, 328, 330, 331 or 363 of the
Bankruptcy Code.
These events constitute an "Event of Default:"
a. Entry of an order converting the Chapter 11 case to a case
under Chapter 7 of the Bankruptcy Code;
b. Entry of an order dismissing the Chapter 11 case;
c. Entry of an order appointing or directing the election of a
trustee or examiner for the Debtor under section 1104 or section
1106(b) of the Bankruptcy Code;
d. Without the prior written consent of the Lender, the entry
of any order (or other judicial action which has the effect of)
amending, reversing, supplementing, staying the effectiveness of,
vacating, or otherwise modifying the Order;
e. The Debtor uses cash collateral for any purpose or in a
manner other than as permitted in the Order and in the Budget or
otherwise fails to comply with any term of the Order;
f. Entry of an order by the Bankruptcy Court authorizing
relief from stay by any person (other than the Lender) on or with
respect to all or any portion of the Prepetition Collateral with a
value in excess of $50,000 absent consent from the Lender, which
consent will not be unreasonably withheld;
g. The filing by the Debtor of any pleading objecting to or
seeking to challenge the Lender's claims with respect to the
Prepetition Obligations or the Lender's lien upon cash collateral
or the Prepetition Collateral or otherwise asserting rights, claims
or causes of action against the Lender with respect to the
Prepetition Obligations;
h. The material breach by the Debtor of its obligations to the
Lender under the Order;
i. The filing by the Debtor of any debtor-in-possession
financing pleadings or any documents directly affecting the
Prepetition Collateral, post-petition collateral subject to the
Replacement Lien, and/or cash collateral and pertaining to a
debtor-in-possession financing not acceptable to and supported by
the Lender, which acceptance and support will not be unreasonably
withheld;
j. The filing by the Debtor of any bid procedure and/or sale
documents relating to the sale of the Prepetition Collateral,
post-petition collateral subject to the Replacement Lien, and/or
cash collateral not acceptable to and supported by the Lender,
which acceptance and support will not be unreasonably withheld; or
k. The Debtor voluntarily or involuntarily dissolves or is
dissolved, liquidates or is liquidated or ceases the operation of
any material portion of its business.
On or before September 1, 2022, the Debtors are directed to file a
revised Budget reflecting the continued use of cash collateral
after September 30 and a proposed, continued final cash collateral
order. The revised Budget will include projections for not less
than an additional 90 days. Any objections to the Debtors'
continued use of cash collateral will be filed not later than
September 15.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3IDPJVm from PacerMonitor.com.
The budget provides for total disbursements, on a weekly basis, as
follows:
$395,100 for the week beginning July 4, 2022;
$193,800 for the week beginning July 11, 2022;
$362,300 for the week beginning July 18, 2022;
$171,600 for the week beginning July 25, 2022;
$476,100 for the week beginning August 1, 2022;
$162,800 for the week beginning August 8, 2022;
$312,300 for the week beginning August 15, 2022;
$210,800 for the week beginning August 22, 2022;
$339,100 for the week beginning August 29, 2022;
$328,600 for the week beginning September 5, 2022;
$322,300 for the week beginning September 12, 2022;
$167,800 for the week beginning September 19, 2022; and
$397,100 for the week beginning September 26, 2022.
About Fairport Baptist Homes
Fairport Baptist Homes and affiliates operate skilled nursing care
facilities. The Debtors sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D.N.Y. Case No. 22-20220) on May 6,
2022. In the petition signed by Thomas H. Poelma, president, the
Debtors disclosed up to $10 million in assets and up to $50 million
in liabilities.
Judge Paul R. Warren oversees the case.
John A. Mueller, Esq., at Lippes Mathias LLP is the Debtors'
counsel.
FLEX ELECTRICAL: Unsecureds Will Get 17% via Quarterly Payments
---------------------------------------------------------------
Flex Electrical Group, LLC, filed with the U.S. Bankruptcy Court
for the District of New Jersey a Small Business Plan of
Reorganization dated July 11, 2022.
The Debtor is an electrical service and maintenance company
servicing the North New Jersey and surrounding area. Services
provided by Debtor include electrical service and maintenance of
commercial and residential properties.
The delay in the supply chain due to the Covid-19 Pandemic, coupled
with the fact that the Debtor was underestimating the cost to
install generators, forced the Debtor to sustain income losses and
could not operate profitably. Thus, the Debtor was forced to file
for Chapter 11 bankruptcy and has shifted to a more profitable
business model – the service and maintenance of commercial and
residential properties.
This shift to a more electrical service and maintenance model has
reduced the Debtor's operating expenses, employee costs, and other
overhead items. It has focused again on its core business which the
Debtor believes will allow it to continue to operate profitably
post-bankruptcy.
Priority Unsecured Claim [Pre-Petition Customer Deposits (Classes 1
– 83)]. Pursuant to Section 507(a)(7) of the Bankruptcy Code,
claims for pre-petition deposits will be bifurcated to an allowed
priority unsecured claim up to $3,350 (the "Priority Claim") and a
General Unsecured Claim for the remaining balance which shall be
paid in accordance with General Unsecured Creditor Claims (Class
84).
Each holder of a Priority Claim shall be paid quarterly over five
years commencing on the first day of the first month following the
Effective Date and be paid in accordance with the Five-Year Cash
Flow Projections in an amount equal to 1/80th of the total payable
amount for each corresponding year (as outlined in the line item
labeled "customer deposits").
Class Eighty-Four are holders of General Unsecured Claims,
including allowed deficiency claims of creditors in prior classes
and the claims of creditors not otherwise classified under the
Plan. Subject to objection of claims in accordance with the Plan,
the Debtor estimates the amount of claims in this class to total
$239,710.32.
In accordance with the Debtor's Cash Flow Analysis, the Debtor has
a 5-Year Projected Disposable Income in the amount of $41,052.00,
all of which shall be paid as follows:
Commencing on the first calendar quarter following the Effective
Date of the Plan (the "Initial Payment") and quarterly thereafter
for a total of 20 quarters, the Debtor shall make payments on a pro
rata basis to undisputed, liquidated, non contingent claims as
scheduled or filed, subject to timely objection to the validity or
extent of each claim holders (the "Allowed Unsecured Claims") in an
amount equal to 1/4 of the annual projected net cash flow of the
Debtor for the corresponding year. Over the life of the Plan, Class
Eighty-One holders will share pro rata in the total amount of
$41,052.00 (17% of the total General Unsecured Claims).
Class 85 consists of Felix Camacho as Equity Interest holder. The
ownership interests of the principal in the assets of the Debtor
shall not be altered as a consequence of the Plan.
The plan will be funded from a combination of (i) funds on hand in
the estate at the time of Confirmation; and (ii) net cash flow of
the Reorganized Debtor received during the sixty months of the Plan
beginning on the Effect Date of the Plan.
A full-text copy of the Plan of Reorganization dated July 11, 2022,
is available at https://bit.ly/3O3oswv from PacerMonitor.com at no
charge.
About Flex Electrical Group
Flex Electrical Group LLC filed a petition under Chapter 11
Subchapter V of the Bankruptcy Code (Bankr. D.N.J. Case No.
22-12958) on April 11, 2022. In the petitioin filed by Felix
Camacho, as member, Flex Electrical Group LLC listed estimated
assets between $100,000 and $500,000 and estimated liabilities
between $1 million and $1 million. David L. Stevens, of Scura,
Wigfield, Heyer & Stevens & Cammarota, LLP, is the Debtor's
counsel.
GATHERING PLACE: Lender Seeks to Prohibit Cash Access
-----------------------------------------------------
Peter Triolo asks the U.S. Bankruptcy Court for the Middle District
of Florida to prohibit The Gathering Place Orlando, Inc. from using
cash collateral.
Triolo asserts a lien on the Debtor's real property as well as a
blanket lien on all tangible and intangible real property.
Triolo explains the Debtor is using the income it derives from its
operation and has not offered to pay any adequate protection
payments to Triolo or show it has insurance to protect Triolo.
In order to preserve the status quo of where Triolo was when the
bankruptcy was filed, Triolo contends the Debtor needs to pay him
adequate protection payments and provide proof of insurance on all
of the Debtor's assets.
A copy of the motion is available at https://bit.ly/3yEokxD from
PacerMonitor.com.
About The Gathering Place Orlando
The Gathering Place Orlando Inc. -- https://www.tgporlando.org --
operates a church known as The Gathering Place, where everyone is
welcome. Its main operations are conducted from the facilities it
owns at 8287 Curry Ford Road, Orlando, Florida 32822.
On June 30, 2022 The Gathering Place Orlando, Inc., filed a
petition for relief under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02342). In the
petition filed by Howard Harrison, as president, the Debtor
estimated assets and liabilities between $1 million and $10
million.
Jarrett McConnell has been appointed as Subchapter V trustee.
Jeffrey Ainsworth, Esq., at BransonLaw PLLC, is the Debtor's
counsel.
GENAPSYS INC: Seeks Cash Collateral Access, $4MM DIP Loan
---------------------------------------------------------
GenapSys, Inc. asks the U.S. Bankruptcy Court for the District of
Delaware for authority to, among other things, use cash collateral
and obtain postpetition financing.
The Debtor seeks to obtain secured postpetition financing pursuant
to the terms and conditions of a Secured Debtor-in-Possession Term
Loan and Security Agreement, by and among the Debtor, Oxford
Finance LLC, as Administrative Agent and Collateral Agent, Oxford
and any other entity that becomes a lender under the DIP Facility
in an aggregate principal amount not to exceed $4,000,000,
consisting of a multiple-draw term loan facility. About $1 million
of the amount will be available on an interim basis.
GenapSys relates that, despite a difficult two years, in which
ongoing litigation, including corporate governance disputes, has
depleted the Debtor's resources and made out-of-court financing
efforts impossible, the Debtor has the support of its prepetition
lenders. The lenders have agreed to fund -- through both the use of
cash collateral and a new-money DIP loan -- a sale process.
Since 2021, the Debtor has made several attempts to raise financing
to fund its operations and defend against litigation in California,
styled Foresite Capital Fund IV, L.P. v. GenapSys, Inc. and
Esfandyarpour, Case No. 20-cv-367305. Foresite sued the Debtor and
its founder and former CEO, Dr. Hesaam Esfandyarpour, for, among
other things, rescission of a 2019 agreement pursuant to which
Foresite purchased $50 million of the Debtor's Series C Preferred
Equity Interests.
According to the Debtor, the California Action has prevented the
Debtor from obtaining crucially needed financing. In early 2022,
legal matters grew worse for the Debtor. Not only was the Debtor
participating in costly discovery in the California Action, but in
March and April 2022, Dr. Esfandyarpour filed two separate actions
in the Court of Chancery for the State of Delaware seeking (a)
advancement of his legal fees and expenses incurred in connection
with the California Action, and (b) a determination that the
Debtor's board was improperly constituted.
On May 18, 2022, the Chancery Court entered an order in one action,
Esfandyarpour v. Zollars, Myers, Eliasson, McKenzie, Cecil, &
GenapSys, Inc., C.A. No. 2022-0324-MTZ -- Section 225 Action --
that limited the Debtor's ability to take any actions outside the
ordinary course of business. Thereafter, a final hearing on the
Section 225 Action was held on July 6. At the conclusion of the 225
Trial, the Chancery Court vacated the Status Quo Order.
Facing a liquidity shortfall and mounting legal costs, and in an
effort to avoid further distress, the Debtor sought to engage
Lazard Frères & Co. LLC to explore all restructuring avenues. On
May 19, 2022, to effect Lazard's engagement, the Debtor and the
other defendants in the Section 225 Action filed a motion to modify
the Status Quo Order to permit the Debtor to retain Lazard. On May
23, 2022, the Chancery Court granted the motion.
While the Debtor continued to litigate the Status Quo Order, Lazard
commenced a prepetition marketing process for new financing and/or
a sale transaction. Despite the obstacles provided by the
litigations, Lazard identified two potential anchor investors: (i)
an unnamed Party B, which is party to a Non-Disclosure Agreement
with the Debtor; and (ii) Farallon Capital Management, L.L.C.
Funds and/or accounts managed or advised by Farallon own, directly
or indirectly, approximately 71% of the Series D Preferred Equity
Interests.
While the Debtor engaged in negotiations with both parties, the
negotiations temporarily stalled.
In tandem with Lazard's efforts, and in order to provide Lazard
with additional time to engage the market, the Debtor commenced
negotiations with the Prepetition Agent regarding upcoming payments
under the Prepetition Loan Agreement. After a series of
negotiations, on June 1, 2022, the Prepetition Agent agreed to
forbear from exercising its rights for 20 days, which it
subsequently extended as Lazard’s marketing process continued to
develop.
Given the Debtor's defaults under the Prepetition Loan Agreement,
the Debtor no longer had access to restricted cash and was unable
to obtain further credit. Without access to those funds, the Debtor
did not have enough funding to meet its upcoming payroll
obligations. Accordingly, on June 24, 2022, the Debtor made the
difficult decision to furlough almost all of its employees to keep
the company afloat until the 225 Trial and, on July 8, the Debtor
was forced to lay off more than 70 employees.
Despite Farallon's original term sheet not being actionable, Lazard
continued to engage Farallon regarding a potential investment,
including Farallon acting as a stalking horse purchaser in a sale
process under section 363 of the Bankruptcy Code. While
negotiations with Farallon were ongoing, the Prepetition Agent
agreed to provide the Debtor with access to the restricted cash
during an in-court process and a post-petition debtor-in-possession
loan of up to $4 million, with $1 million available on an interim
basis, while Lazard continued to market the Debtor's assets. In
addition, Lazard and the Debtor continued to engage both Farallon
and the Prepetition Agent regarding either of these parties
potentially acting as a stalking horse purchaser in the Sale
Process. As of the Petition Date, these negotiations remain
ongoing.
As of the Petition Date, the Debtor has total outstanding
liabilities and other obligations of no less than approximately $36
million, including outstanding funded indebtedness.
The Debtor estimates that it has approximately $4 million, in the
aggregate, in outstanding unsecured liabilities. These unsecured
liabilities arise in favor of trade claimants and other routine,
ordinary course creditors.
As adequate protection, the Debtor proposes to grant the DIP Agent,
for itself and for the benefit of the DIP Lenders, automatically
perfected security interests in and liens on all assets that
constitute the DIP Collateral to secure the DIP Facility and all
obligations owing and outstanding thereunder and under the DIP Loan
Documents and the Interim DIP Order, which will rank junior in
priority in respect to the Prior Liens and senior in priority to
all other liens other than payment of the Carve-Out.
As further adequate protection, the DIP Secured Parties will be
granted superpriority administrative expense claims against the
Debtor's estate.
The DIP Facility imposes these milestones:
(a) by no later than 25 days following the Petition Date, the
Debtor must have obtained entry of (i) the Bidding Procedure Order
and (ii) the Final DIP Order;
(b) by no later than 54 days following the Petition Date, the
Bankruptcy Court
must have conducted, to the extent necessary, the sale hearing (in
accordance with the terms of the Bidding Procedures Order) and
entered the Sale Order approving the Approved 363 Sale,
in form and substance acceptable to the Required Lenders, the
Borrower and the purchaser in
the Approved 363 Sale; and
(c) by no later than 60 days following the Petition Date, the
Approved 363 Sale must have closed.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3AQXzc7 from PacerMonitor.com.
About GenapSys, Inc.
GenapSys, Inc. is focused on the advancement of universal access to
genomic information by delivering an affordable, scalable, and
accurate genomic sequencing ecosystem that empowers both academic
and clinical research applications. Its system leverages a
proprietary electrical microfluidic sequencing chip with a scalable
number of detectors, allowing for a wide range of applications.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 22-10621) on July 11,
2022. In the petition signed by Britton Russell, chief financial
officer and treasurer, the Debtor disclosed up to $50 million in
both assets and liabilities.
Judge Brendan Linehan Shannon oversees the case.
Daniel J. DeFranceshi, Esq. at Richards, Layton and Finger, P.A. is
the Debtor's counsel.
The Debtor tapped Wilikie Farr and Gallagher LLP as special
litigation counsel and transactional counsel, Lazard Freres and Co.
LLC as investment banker, and Kroll Restructuring Administration
LLC as claims, noticing and administrative agent.
GIRARDI & KEESE: Stole $100M From Clients, Says Edelson Suit
------------------------------------------------------------
Rick Archer of Law360 reports that Edelson PC filed a federal suit
in California alleging the now-defunct Girardi Keese law firm stole
more than $100 million from clients, co-counsel, vendors and "many
others unfortunate enough to do business with the firm.
"Girardi Keese founder Thomas Girardi presents closing arguments in
a case in June 2014. In a new suit, the now-defunct firm has been
accused of stealing over $100 million from its clients, co-counsel,
and vendors. In a complaint filed late Wednesday, July 6, 2022,
Edelson said Girardi's successful image was "built atop a house of
cards."
A full-text copy of the article is available at
https://www.law360.com/bankruptcy/articles/1509402/edelson-suit-claims-girardi-stole-100m-from-clients-others
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese.
It served clients in California in a variety of legal areas. It
was known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
Telephone: (310) 640-1200
GOLDEN 8 MAPLE: Court Approves Disclosure Statement
---------------------------------------------------
Judge Jil Mazer-Marino has entered an order approving the
Disclosure Statement of Golden 8 Maple LLC.
A hearing to consider confirmation of the Plan will be held on Aug.
10, 2022 at 11:00 a.m. (Eastern Time). The Plan confirmation
hearing will not be held in person but will be held telephonically
or by video.
Responses, objections to confirmation of, and proposed
modifications to the Plan, if any and as applicable, must be filed
and served no later than Aug. 3, 2022 at 4:00 p.m. (Eastern Time).
Replies to objections or responses to the Plan must be filed by
Aug. 8, 2022 at 5:00 p.m. (JMM).
Aug. 5, 2022 (JMM) at 5:00 p.m. (Eastern Time) is established as
the voting deadline for purposes of this Order and solicitation of
votes with respect to the Plan.
The Debtor must file a voting certification by Aug. 8, 2022 at 5:00
p.m. (JMM).
Any holder of a claim who seeks to challenge the status or amount
of its Claim for voting purposes in accordance with the above
procedures is permitted to file and serve on the parties listed in
the Confirmation Hearing Notice or Notice of Non-Voting Status, a
motion for an order pursuant to Bankruptcy Rule 3018(a) setting
forth, with particularity, the amount at which such holder believes
its claim should be allowed for voting purposes and the evidence in
support thereof no later than July 20, 2022 at 4:00 p.m. (Eastern
Time).
The Debtor must file any memoranda of law and affidavits in support
of Plan confirmation by August 8, 2022 at 5:00 p.m.
About Golden 8 Maple
Golden 8 Maple LLC is engaged in activities related to real estate.
The Company owns a real property located at 134-38 Maple Ave.,
Flushing, NY valued at $22.5 million (using potential transaction
valuation method).
Golden 8 Maple filed a Chapter 11 petition (Bankr. E.D.N.Y. Case
No. 21-42452) on Sept. 28, 2021. In the petition signed by Xiangyu
Cao, managing member, the Debtor disclosed $22,691,000 in assets
and $28,408,091 in liabilities. The Hon. Jil Mazer-Marino oversees
the case. Sang J. Sim, Esq. of SIM DEPAOLA, LLP, is the Debtor's
counsel.
HERO NUTRITIONALS: Files Chapter 11 Subchapter V Case
-----------------------------------------------------
Hero Nutritionals 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.
Hero Nutritionals estimates between 50 and 99 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. 1, 2022, at 01:00 PM at UST-SA1, TELEPHONIC MEETING.
CONFERENCE LINE:1-866-919-0527, PARTICIPANT CODE:2240227. Proofs
of claim are due by Sept. 15, 2022.
About Hero Nutritionals
Established in 1995, Hero Nutritionals LLC is the leader in
creating innovative and unique delivery systems in the natural
products industry.
On July 7, 2022 Hero Nutritionals LLC filed for chapter 11
protection (C.D. Cal. Case No. 22-11119). In the petition filed by
Jennifer Hodges, as CEO and sole member, the Debtor estimated
assets and liabilities between $1 million and $10 million.
Robert Paul Goe has been appointed as Subchapter V trustee.
The case is assigned to Honorable Bankruptcy Judge Theodor Albert.
Brett Ramsaur, of Ramsaur Law Office, is the Debtor's counsel.
HISPANIC FOOD: S&P Assigns 'B' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Hispanic Food Holdings. At the same time, S&P assigned its 'B'
issue-level and '3' recovery ratings to the proposed debt
facilities. The '3' recovery rating indicates its expectation for
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of a payment default.
Hispanic-focused specialty food retailers, Tony's Fresh Market and
Cardenas Markets, are combining their operations under parent
Hispanic Food Holdings LLC.
To fund the transaction, Hispanic Food plans to issue $510 million
of first-lien secured debt comprised of a $435 million term loan
maturing in seven years and a $75 million revolving credit facility
(undrawn at close) maturing in five years.
S&P said, "The stable outlook reflects our view that the combined
company will maintain adequate liquidity as it invests in
operational improvements and its ability to pass on cost increases
to consumers will protect margins in the current inflationary
environment. Our expectation is that S&P Global Ratings-adjusted
debt/EBITDA will be in the low-4x range over the next 12 months.
"Our ratings reflect Hispanic Food's small operating scale,
regional concentration in the West Coast and Illinois, and focus on
value proposition in specialty grocery products. We believe the
grocery market segment has become crowded in recent years. Although
performance metrics improved during the pandemic for both the
subsidiary companies, with consumers eating more at home, we think
the overall grocery industry has become more competitive as larger
players like Walmart, Kroger and Costco, use scale economics to
capture price advantages which are not afforded by smaller
competitors such as Hispanic Foods. However, Hispanic Food's
business strategy of tailoring its products to Hispanic customers
and offering products unavailable at larger supermarket chains is
unique in the industry and will help drive traffic in stores. We
believe competitive threats will increase amid an inflationary
environment and increased uncertainty as consumers slowly return to
pre-pandemic lifestyles. Furthermore, we believe the holding
company will focus on its identified opportunities for improvement
and continue to increase its store fleet strategically to cater to
its ethnic customers better.
"We expect the combined business under the same leadership to
exhibit better operating performance and EBITDA growth supported by
good cash flow generation. We expect Hispanic Food to generate
operating cash flow of $130 million-$160 million annually, most of
which we think it will reinvest in the business, at least in the
next 12-24 months. This includes store-efficiency initiatives such
as operating and inventory systems, along with continued new store
development. We also expect the company to generate modest free
operating cash flow (FOCF) of about $85 million-$120 million
annually. Although each business line will operate separately, we
believe the combined company will achieve improved margins and that
its value-based grocery offering mitigates the risks of the current
inflationary environment.
"We expect Hispanic Food's leverage will strengthen after the
transaction, driven by improved margins and combined sales
leverage. We project Hispanic Food's S&P Global Ratings-adjusted
leverage in the low-4x area in 2022, declining to the high-3x area
in 2023 and mid-3x area in 2024. We anticipate the company will
improve its operating performance over the next 12 months,
supported by combined industry knowledge and best practices. We
expect the current inflationary environment to benefit the
company's top-line revenue in 2022 while its ability to pass on
cost increases to consumers protects its margins. Cardenas Markets
saw increased margins in 2020, driven by increased fixed-cost
leverage, shrinkage, and e-commerce services.
"We also view the company's majority ownership by private equity
firm Apollo Global Management as a risk given our belief that
financial sponsors tend to employ debt to fund shareholder returns,
which could result in elevated leverage over the long term.
"Our stable outlook reflects our view that the combined company
will maintain adequate liquidity as it invests in operational
improvements and its ability to pass on cost increases to consumers
will protect margins in the current inflationary environment.
Furthermore, we expect S&P Global Ratings-adjusted debt/EBITDA to
be in the low 4x range over the next 12 months.
"We could lower our rating if we expect S&P Global Ratings-adjusted
debt/EBITDA to be maintained above 5x. This could occur if the
company is unable to pass on cost increases to customers and S&P
Global Ratings-adjusted EBITDA margin declines significantly below
9%."
S&P could raise its rating on the company if:
-- S&P expects the sponsor to exit its investment in the company
or reduce its ownership position to less than 40%; and
-- The company develops a positive earnings record while
maintaining leverage around current levels.
ESG credit indicators: E-2, S-2, G-3
S&P believes the company's environmental and social factors are of
neutral impact. Its moderately negative G-3 assessment takes into
account the company's financial sponsor-driven governance
structure.
HOWMET AEROSPACE: S&P Lowers Rating on Preferred Stock to 'B+'
--------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Howmet
Aerospace Inc.'s preferred stock to 'B+' from 'BB-'.
S&P said, "On Sept. 9, 2020, we lowered our issue-level rating on
the notes to 'BB-' from 'BB' in conjunction with lowering the
issuer credit rating (ICR) on Howmet to 'BB+' from 'BBB-'. At that
time, we inadvertently did not change the notching on the
issue-level rating to three notches below the ICR from two notches.
We typically notch down three levels for speculative-grade issuers
of junior instruments, compared to two levels for investment-grade
issuers of junior instruments. The rating action corrects this
error. Howmet Aerospace Inc. has $55 million of the preferred stock
outstanding."
IBIO INC: BlackRock Has 1.8% Equity Stake as of June 30
-------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 3,960,718 shares of common stock of iBio, Inc.,
representing 1.8 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/1364742/000083423722010330/us4510332038_070822.txt
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com-- is a plant-based biologics
manufacturing company. Its FastPharming System combines vertical
farming, automated hydroponics, and novel glycosylation
technologies to rapidly deliver high-quality monoclonal antibodies,
vaccines, bioinks and other proteins. iBio is developing
proprietary products which include biopharmaceuticals for the
treatment of cancers, as well as fibrotic and infectious diseases.
The Company's subsidiary, iBio CDMO LLC, provides FastPharming
Contract Development and Manufacturing Services along with
Glycaneering Development Services for advanced recombinant protein
design.
iBio reported a net loss attributable to the Company of $23.21
million for the year ended June 30, 2021, a net loss attributable
to the company of $16.44 million for the year ended June 30, 2020,
and a net loss attributable to the Company of $17.59 million for
the year ended June 30, 2019. As of March 31, 2022, the Company
had $115.37 million in total assets, $35.99 million in total
liabilities, and $79.38 million in total equity.
IGLESIAS DIOS: Granted 60-Day Extension for Plan & Disclosures
--------------------------------------------------------------
Judge Edward A. Godoy has entered an order that Iglesias Dios Es
Amor Inc.'s third motion requesting an extension of time to file
Disclosure Statement and Reorganization Plan is granted in part.
The Debtor is granted 60 days, until Sept. 6, 2022 to file the
Disclosure Statement and Plan.
About Iglesias Dios Es Amor
Iglesias Dios Es Amor, Inc., filed its voluntary petition for
relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R.
Case No. 21-03508) on Nov. 29, 2021, listing as much as $1 million
in both assets and liabilities. Elias Reyes Ortiz, president,
signed the petition.
Judge Edward A. Godoy oversees the case.
The Debtor tapped Gerardo L. Santiago Puig, Esq., at Santiago Puig
Law Offices as legal counsel and Juan C. Pomales Torres as
accountant.
IN TOUCH HEALTH: Taps Donald and Co. as Accountant
--------------------------------------------------
In Touch Health, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Mississippi to employ Donald and Co.,
CPA's, PLLC as its accountant.
The firm's services include the preparation and filing of tax
returns and other general accounting services, which the Debtor may
require from time-to-time.
Donald and Co. will be paid at these rates:
Partners $85 per hour
Bookkeeping $60 per hour
Administrative Staffs $50 per hour
The firm will also be reimbursed for its out-of-pocket expenses.
Michael Donald, a partner at Donald and Co., 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:
Michael A. Donald
Donald and Co., CPA's, PLLC
313A Main Street
Philadelphia, MS 39350
Tel: (601) 656-5902
Fax: (601) 656-3851
Email: mike.donald@outlook.com
About In Touch Health
In Touch Health Inc. -- https://intouchhealth.com/contact-us/ -- is
a health care company that provides a Telehealth Network and
Services to support access and delivery of high-quality clinical
care to patients.
In Touch Health Inc. filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
22-00848) on May 3, 2022, listing up to $500,000 in assets and up
to $1 million in liabilities. Robert A. Byrd has been appointed as
Subchapter V Trustee.
The case is assigned to Judge Jamie A. Wilson.
Douglas M. Engell, Esq., and Donald and Co., CPA's, PLLC serve as
the Debtor's legal counsel and accountant, respectively.
INGROS FAMILY: Enterprise Says Stipulation to Resolve Objection
---------------------------------------------------------------
Enterprise Bank filed a limited objection and reservation of rights
regarding confirmation of the Amended Plan of Liquidation Dated May
4, 2022 filed by The Ingros Family LLC.
On May 4, 2022, the Debtor filed the Plan.
After the Debtor filed the Plan, counsel for Enterprise requested
that Debtor make certain revisions to the Plan, including (1)
revisions to the definition of "Allowed Administrative Claim" to
track Section 503 of the Bankruptcy Code and to make the use of
such term consistent throughout the Plan; and (2) revisions to the
flow and treatment of payments from the proposed sale proceeds
under the "Execution of the Plan" section, including payment of the
undisputed portion of Enterprise's secured claim.
To this end, Enterprise, the Debtor, and the other secured creditor
in this case have engaged in good faith negotiations to enter into
a stipulation that amicably resolves these objections. While
meaningful progress has been made, the stipulation is not yet final
and further negotiations and approvals are necessary. Enterprise
therefore files this Limited Objection and Reservation of Rights
out of an abundance of caution.
Likewise, this Limited Objection and Reservation of Rights
incorporates the ballot of Enterprise in voting in favor of the
plan, which vote shall be contingent upon entry of a final
stipulation resolving Enterprise's objections.
Attorneys for the Plaintiff, Enterprise Bank:
William L. Stang, Esq.
Lauren P. McKenna, Esq.
FOX ROTHSCHILD LLP
BNY Mellon Center, 500 Grant Street, Suite 2500
Pittsburgh, PA 15219
Tel: (412) 391.1334
Fax: (412) 391.6984
E-mail: wstang@foxrothschild.com
lmckenna@foxrothschild.com
About The Ingros Family
The Ingros Family, LLC, a company based in Beaver, Pa., filed a
petition for Chapter 11 protection (Bankr. W.D. Pa. Case No.
20-22606) on Sept. 4, 2020, listing as much as $10 million in both
assets and liabilities. Jeffrey S. Ingros, manager of Ingros
Family, signed the petition.
Judge Carlota M. Bohm oversees the case.
The Debtor tapped Cooney Law Offices, LLC to substitute for Robert
O Lampl Law Office.
KEYWAY APARTMENT: Seeks Cash Collateral Access
----------------------------------------------
Keyway Apartment Rentals, LLC asks the U.S. Bankruptcy Court for
the District of Maryland, Baltimore Division, for authority to use
cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to operate its
business, meet its obligations, and preserve its business as a
going concern.
The Debtor asserts that the value of the Keyway Apartments is at
least $6,500,000.
The Debtor employs Reliable Property Management, Inc. as its
property manager to rent, lease, operate, and manage the Keyway
Apartments.
The Debtor's average monthly income is approximately $55,000. The
amount fluctuates with the flow of incoming tenant rents and
government remittances for subsidized portions of the rents.
Not including the Mortgage Debt and professional fees, the Debtor's
average monthly operating expenses total approximately $25,000.
The amount fluctuates with repairs, maintenance, and tenant
turnover costs.
As a result of the effects of the COVID-19 pandemic and billing
errors on the part of the Debtor's mortgage lender, the Debtor was
declared to be in default of its mortgage loan and thereafter
subject to foreclosure proceedings.
Following unsuccessful negotiations to reinstate the mortgage loan,
the Debtor was forced to commence this proceeding prior to a
foreclosure auction scheduled for June 29, 2022.
Wilmington Trust, N.A., as trustee for the benefit of the
registered holders of Wells Fargo Commercial Mortgage Trust
2018-C45, Commercial Mortgage PassThrough Certificates, Series
2018-C45, is the purported assignee and beneficiary of the Purchase
Money Deed of Trust and Security Agreement dated April 30, 2018,
and recorded among the Land Records for Baltimore County at Book
40215, Page 391. The Mortgage is to secure the Debtor's
obligations under a Promissory Note of the same date in the
original principal sum of $4,100,000.
On May 10, 2018, a UCC Financing Statement asserting a lien against
all assets of the Debtor was filed, with an assignment to the
Respondent filed on August 27, 2018.
The outstanding balance claimed by Respondent in the foreclosure
proceeding commenced in the Circuit Court for Baltimore County,
Case No. C-03-CV-22-0001034, was in the amount of $4,153,083, not
including Wilmington Trust's claim for "prepayment amounts that are
due with Default Repayments" pursuant to Section 5(c) of the Note.
As adequate protection, the Debtor proposes to make monthly
payments to Wilmington Trust in amount equal to the nondefault
contract rate of interest under the Note, and as such is also
required by Section 362(d)(3)(B).
At the principal balance of $3,927,890 as reflected in the budget,
the Debtor calculates the monthly interest payment amount to be
$17,675.
A copy of the motion is available at https://bit.ly/3O0P4hz from
PacerMonitor.com.
About Keyway Apartment Rentals, LLC
Keyway Apartment Rentals, LLC is a Maryland limited liability
company which owns a 63-unit residential apartment complex situated
upon three parcels of real property known as 113 Kinship Road, 122
Kinship Road, and 123 Willow Spring Road in Dundalk, Baltimore
County, Maryland.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 22-13389) on June 21, 2022.
In the petition signed by George Divel, III, as managing member,
the Debtor disclosed $6,653,350 in assets and $4,252,151 in
liabilities.
Joseph M. Selba, Esq., at Tydings and Rosenberg LLP oversees the
case.
KOPIN CORP: BlackRock Has 1.4% Stake as of June 30
--------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 1,296,235 shares of common stock of Kopin
Corporation, representing 1.4 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/771266/000083423722010351/us5006001011_070822.txt
About Kopin
Kopin Corporation -- http://www.kopin.com-- is a developer and
provider of innovative display and optical technologies sold as
critical components and subassemblies for military, industrial and
consumer products. Kopin's technology portfolio includes
ultra-small Active Matrix Liquid Crystal displays (AMLCD), Liquid
Crystal on Silicon (LCOS) displays and Organic Light Emitting Diode
(OLED) displays, a variety of optics, and low-power ASICs.
Kopin reported a net loss of $13.47 million for the year ended Dec.
25, 2021, a net loss of $4.53 million for the year ended Dec. 26,
2020, and a net loss of $29.37 million for the year ended Dec. 28,
2019. As of Dec. 25, 2021, the Company had $63.01 million in total
assets, $23.38 million in total liabilities, and $39.63 million in
total stockholders' equity.
LADERA AVENUE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ladera Avenue LLC
281 E. Colorado Blvd #46
Pasadena, CA 91102
Chapter 11 Petition Date: July 12, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-13784
Judge: Hon. Sandra R. Klein
Debtor's Counsel: RoseAnn Frazee, Esq.
FRAZEE LAW GROUP
5133 Eagle Rock Blvd
Los Angeles, CA 90041
Tel: (323) 274-4287
Email: roseann@frazeelawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Emile Auguste, Jr., as president.
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/WFZWBVY/Ladera_Avenue_LLC__cacbke-22-13784__0001.0.pdf?mcid=tGE4TAMA
LATAM AIRLINES: Creditor Group Loses Bid to Delay Exit Plan
-----------------------------------------------------------
Jeremy Hill of Bloomberg News reports that a group of Latam
Airlines Group SA creditors lost a bid to pause implementation of
the Chilean carrier's bankruptcy plan during an appeal.
U.S. Bankruptcy Judge James Garrity in a hearing Thursday denied
the request of the group, which holds debts of a Latam Air
affiliate.
The group contends Latam's restructuring plan wrongly deprives them
of interest accrued after the company filed for bankruptcy.
Pausing implantation of the plan while the group's appeal plays out
would risk "derailing" Latam's restructuring proposal and related
financing arrangements, Judge Garrity said.
About LATAM Airlines Group
LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise. It is the largest passenger airline in South
America.
Before the onset of the COVID-19 pandemic, LATAM offered passenger
transport services to 145 different destinations in 26 countries,
including domestic flights in Argentina, Brazil, Chile, Colombia,
Ecuador and Peru, and international services within Latin America
as well as to Europe, the United States, the Caribbean, Oceania,
Asia and Africa.
LATAM and its 28 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in
Chile, Peru, Colombia, Ecuador and the United States are part of
the Chapter 11 filing.
The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.
The Hon. James L. Garrity, Jr., is the case judge.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel, FTI Consulting as restructuring advisor, Lee
Brock Camargo Advogados as local Brazilian litigation counsel, and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel. The Boston Consulting Group, Inc. and The Boston
Consulting Group UK LLP serve as the Debtors' strategic advisors.
Prime Clerk LLC is the claims agent.
The official committee of unsecured creditors formed in the case
tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters
Jureller Southard & Stevens, LLP as conflicts counsel, UBS
Securities LLC as investment banker, and Conway MacKenzie, LLC as
financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is
the committee's Brazilian counsel.
The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as
counsel.
Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew
Glenn and partner Shai Schmidt, has been retained as counsel to the
Ad Hoc Committee of Shareholders.
LOADCRAFT INDUSTRIES: Unsecureds Will Get 10% in 48 Months
----------------------------------------------------------
Loadcraft Industries, Ltd., filed with the U.S. Bankruptcy Court
for the Western District of Texas a Disclosure Statement for the
Plan of Reorganization dated July 11, 2022.
Prior to the Petition Date, Loadcraft specialized in total design
and manufacturing of 250- 2000HP Drilling and Workover Rigs,
Drawworks as well as trailerization and mobilization of all
drilling and oilfield related products. From 2004 until December
2021, Debtor was managed by Terry McIver.
Loadcraft operated out of two facilities: (1) a manufacturing
facility located in Brady, Texas (the "Brady Facility"), and (2) a
computer-controlled (CNC) manufacturing facility located in
Brownwood, Texas (the "Brownwood Facility"). The Brady Facility
real property was owned by Glider Manufacturing, LLC, an entity
owned by Terry McIver, and leased by the Debtor.
Debtor filed for relief on December 30, 2021 and continued its
operations during the course of this Chapter 11 case. On January
10, 2022, Brady Plant Operators, McIver and Glider filed an
adversary proceeding, Adv. No. 22-1001, (the "Adversary
Proceeding") contesting the filing as being unauthorized and
seeking injunctive relief. Those parties also filed a Motion to
Dismiss the Bankruptcy Case.
The disputes in the Adversary Proceeding, along with other certain
other disputes between the parties were resolved by a Mutual
Release and Settlement Agreement (the "Settlement Agreement"). The
Debtor sought Bankruptcy Court approval for the Settlement
Agreement, which the Bankruptcy Court approved by Order dated April
27, 2022. No creditors or other parties in interest objected to the
Settlement Agreement.
The Settlement Agreement provided for, among other things,
settlement of the ownership dispute and conveyance of all equity
interests held by McIver or his affiliates in the Debtor to
Alphonso Energy, release of alleged debts owed to McIver, Huntland
and Glider, the exercise of the Repurchase Option by the Debtor for
$1,766,033.00, agreement for the sale of the Brady equipment and
personal property to Odyssey Design & Manufacturing, Inc. and the
sale by Glider of the Brady Facility by Glider to Odyssey. The
Settlement Agreement did not release certain "Reserved Claims,"
relating to the Intellectual Property Dispute.
During the course of the case, Glorious Splendor, LLC provided
$75,000.00 unsecured, administrative superpriority financing in
order to allow the Debtor to make payroll and pay vendors, which
was approved by the Bankruptcy Court by Order dated March 14, 2022.
Additionally, on March 30, 2022, April 7, 2022 and May 12, 2022,
Alphonso Energy, LLC advanced capital to the Debtor in the amounts
of $25,000, $10,000 and $25,000 for the same purposes. Alphonso
Energy, LLC (owned by Brian Alphonso) likewise advanced the sum of
$191,822.64 to pay the First Interim Fee Application of Debtor's
counsel, The Plan provides for allowance and payment of these
amounts as administrative claims, and paid over a 50 month period.
This Plan contemplates a for a reorganization of the Debtor
business as an engineering and sales firm focusing on oilfield
parts, sales, Category IV rig inspections, rig rebuilds and
specialized oilfield equipment, as the Debtor has sold most of its
manufacturing equipment and operations during the course of this
Bankruptcy case. Creditors will receive periodic payments.
Class IV consists of Allowed General Unsecured Claims. Holders of
Allowed General Unsecured Claims will receive pro-rata
distributions representing ten percent (10%) of their Allowed
Claim, paid in equal quarterly installments over a forty-eight (48)
month period beginning September 30, 2022.
In addition, Holders of Allowed General Unsecured Claims will
receive pro-rata distributions of 10% of proceeds received from the
prosecution, sale or settlement of the Reserved Claims, net of
attorneys' fees and costs paid by the Reorganized Debtor or related
parties in connection with the prosecution of such claims. The
Reorganized Debtor shall have the right to dispose of, sell,
abandon or compromise the Reserved Claims in the exercise of its
business judgment. This Class is impaired.
Class V consists of Allowed Convenience Class Claims. Holders of
Allowed General Unsecured Claims whose claims are at or below
$500.00, or any other Allowed General Unsecured Claim who elects to
be treated as an Allowed Convenience Class Claim, will receive 100%
of their Allowed Claim in 2 equal monthly payments on the 60th and
90th day following the Effective Date, without interest. This Class
is impaired.
Class VI consists of Equity Interests. Existing Equity Interests
shall be canceled, and new equity (i.e. limited partnership
interests) shall be issued to Brian Alphonso [67%] and Charles
Hinkle [32%], or entities designated by them prior to the
Confirmation Hearing, in return for cancellation of all
indebtedness owed to each of them Alphonso Energy, LLC and/or
Nestor Outcomes, LLC. (other than the Post-Petition amounts
provided by Alphonso Energy, LLC, and Glorious Splendor, LLC. 1% of
limited partnership interests shall be held by the general partner
of the Debtor.
All Cash necessary for the Reorganized Debtor to make payments
pursuant to the Plan shall be obtained from operations of the
Debtor and, potentially, a sale of the Brownwood Facility.
Reorganized Debtor may issue additional equity and/or limited
partnership interests as deemed reasonable and necessary in the
exercise of its business judgment.
A full-text copy of the Disclosure Statement dated July 11, 2022,
is available at https://bit.ly/3IvcU43 from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Eric Taube, Esq.
Mark Taylor, Esq.
William R. Nix, III , Esq.
Waller Lansden Dortch & Davis, LLP
100 Congress Avenue, Suite 1800
Austin, TX 78701
Tel: (512) 685-6400
Fax: (512) 685-6417
Email: Eric.Taube@wallerlaw.com
Mark.Taylor@wallerlaw.com
Trip.Nix@wallerlaw.com
About Loadcraft Industries
Based in Brady, Texas, Loadcraft Industries specializes in the
manufacturing of mobile drilling rig and custom oilfield
equipment.
Loadcraft Industries sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Texas Case No. 21-11018) on Dec. 30,
2021, listing as much as $10 million in assets and liabilities.
Judge Tony M. Davis oversees the case.
The Debtor tapped Waller Lansden Dortch & Davis, LLP and HMP
Advisory Holdings, LLC as legal counsel and restructuring advisor,
respectively. Gregory Milligan, executive vice president of HMP,
serves as the Debtor's chief restructuring officer.
MARINE WHOLESALE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Marine Wholesale & Warehouse Co.
727 W Capitol Drive
San Pedro, CA 90731
Business Description: Marine Wholesale & Warehouse Co., is a
multi-channel wholesale distribution
company, with comprehensive duty-free
knowledge, servicing clients in the global
duty free and travel retail space.
Chapter 11 Petition Date: July 12, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-13785
Judge: Hon. Sheri Bluebond
Debtor's Counsel: David R. Haberbush, Esq.
HABERBUSH, LLP
444 West Ocean Boulevard
Suite 1400
Long Beach, CA 90802
Tel: (562) 435-3456
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jennifer Hartry, vice president and
secretary.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KMSACRI/Marine_Wholesale__Warehouse_Co__cacbke-22-13785__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Alcohol Tobacco Vendor $15,205,661
Tax & Trade Bureau
John Peck Federal Bldg
550 Main Street
Suite 8002
Cincinnati, OH 45202
Tel: (513) 684-3498;
(877) 882-3277
Email: caroline.may@ttb.gov;
ion.sergent@ttb.gov;
todd.moon@ttb.gov
2. Alexander James Vendor $349,145
51 Thunderbird Dr.
Oakland, NJ 07436
Tel: (201) 405-1524
Email: ignacio@alexanderjames.com
3. American Bottling Company Vendor $2,717
P.O. Box 742472
Los Angeles, CA 90074
Tel: (310) 458-1384
Email: ordering@dpsg.com
4. AMI Duty Free Vendor $2,064
1417 6th Street
Suite 301
Santa Monica, CA 90401
Email: parissa@amigrp.com
5. Anheuser Busch Vendor $90,980
1500 Roscoe Blvd
Van Nuys, CA 91406
Tel: (314) 577-9795
Email: chris.moufarrej@ab-inbev.com
6. Anthem Blue Cross Vendor $7,995
P.O. Box 51011
Los Angeles, CA 90051
Tel: (877) 242-5659
7. Bacardi USA Vendor $99,776
2701 Le Jeune Road
Coral Gables, FL 33134
Tel: (786) 264-8531
Email: tmcooksley@bavardi.com
8. Carisam - Samuel Meisel Vendor $314,190
10900 NW 27th Street
Miami, FL 33172
Tel: (305) 599-3993
Email: dgranek@carisam.com
9. CH Robinson Vendors $3,019
P.O. Box 9121
Minneapolis, MN 55480
Tel: (800) 326-9977
Email: mattrolley.roland@chrobinson.com
10. Harbor Distribution Vendor $19,760
16407 S. Main Street
Gardena, CA 90248
Tel: (310) 538-5483
11. Heineken Export Group Vendor $49,061
Stadhouderskade 79
1072 AE Amsterdam
The Netherlands
Tel: 31 020 316 6252
Email: christian.klimpke@heineken.co
12. Howard Hartry, Inc. Loan from 2022 $40,000
727 W. Capitol Drive
San Pedro, CA 90731
Tel: (310) 732-4252
Email: jenhartry@hartryinc.com
13. Howard Hartry, Inc. Loan from 2017 $719,200
727 W. Capitol Drive
San Pedro, CA 90731
Tel: (310) 732-4252
Email: jenhartry@hartryinc.com
14. Internal Revenue Service Tax $8,405
P.O. Box 21126
Philadelphia, PA 19114
Tel: (800) 973-0424
15. Michael Devine Vendor $88,159
3313 N. Sepulveda Blvd
Manhattan Beach, CA 90266
Tel: (310) 545-5300
Email: ddevine@mjda.com
16. Miller Brewing Co. Vendor $7,886
3939 West Highland Blvd
Milwaukee, WI 53208
Tel: (414) 931-6888
Email: jiris.rais@mosoncoors.com
17. Niagara Water Vendor $4,536
1440 Ridgegate Drive
Diamond Bar, CA 91765
Tel: (909) 230-5000
Email: agarcia3@niagarawater.com
18. Oakland Duty Free Vendor $28,438
727 W. Capitol Drive
San Pedro, CA 90731
Tel: (310) 732-4552
Email: jerrya@hartryinc.com
19. Oakland Duty Free Loan from 2017 $45,000
727 W. Capitol Drive
San Pedro, CA 90731
Tel: (310) 732-4552
Email: jerrya@hartryinc.com
20. William Benjamin Employee Payroll $2,487
1042 W. 9th St, Apt. 2
San Pedro, CA 90731
Tel: (310) 420-4645
Email: bill@hartryinc.com
MARINE WHOLESALE: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------------
Marine Wholesale and Warehouse Co. asks the U.S. Bankruptcy Court
for the Central District of California, Los Angeles Division, for
authority to use cash collateral in accordance with the proposed
budget and provide adequate protection through August 30, 2022.
The Debtor has a need for the use of cash collateral to avoid
immediate and irreparable harm to the bankruptcy estate.
The Debtor was incorporated in 1961. Since that time, the Debtor
operated a customs bonded warehouse in Southern California. Over
time, the Debtor became an Alcohol and Tobacco Tax and Trade Bureau
(TTB)-bonded tobacco export warehouse and a U.S. Customs and Border
Protection-bonded warehouse and purchased the warehouses located at
727 W. Capitol Drive, San Pedro, CA 90731 and 220 N. Fries Ave.,
Wilmington, CA 90744.
A bonded tobacco export warehouse is a facility authorized by the
TTB to receive untaxpaid cigarettes and tobacco products, and to
store such products until they are laden as vessel supplies on
cruise ships, cargo ships, fishing ships, and other vessels that
sail to international waters. When laden on such vessels, the
tobacco products are deemed to be "exported" beyond the reach of
U.S. excise tax laws. Permits to withdraw supplies from warehouse
for lading on vessels are issued by U.S. Customs and Border
Protection.
Prior to March 31, 2017, MWW operated TTB tobacco export warehouse
EW CA 5, receiving untaxpaid tobacco products therein, and removing
untaxpaid tobacco products therefrom for delivery under CBP
supervision to vessels eligible to receive such products as
supplies for consumption on the high seas in accordance with the
terms of 19 U.S.C. section 1309 and 1317, I.R.C. section 5704(b),
19 C.F.R. sections 10.59-.6S, and 27 C.F.R. sections 44.61 (a) and
44.62.
The Debtor owns two pieces of real property from which it operates
its business: real property located at 727 W. Capitol Drive, San
Pedro, CA 90731 and real property located at 220 N. Fries Ave.,
Wilmington, CA 90744. The Debtor believes the value of the San
Pedro Warehouse is $5,825,000 and the value of the Wilmington
Warehouse is $2,165,000.
In addition to its real properties, on the Petition Date, the
Debtor's assets include warehouse equipment, office equipment, four
vehicles, inventory, and accounts receivable. The value of these
assets as of the Petition Date is approximately $2,708,647.
Finally, the Debtor has cash on hand as of the Petition Date in the
amount of $110,417.
The primary reason for filing the bankruptcy was due to the TTB's
assertion of liability against the Debtor, and its collection
efforts to collect this asserted liability.
The TTB's entire claim against the Debtor arises from a single
contested allegation that the Debtor's former owner, the late
Robert L. Hartry, failed timely to report to the TTB a transfer of
shares in the Debtor that occurred December 15, 2012, allegedly in
violation of the TTB's regulations, specifically 27 C.F.R. section
44.107.
Further, from December 2012 until March 31, 2017, the TTB continued
to treat the Debtor as a bonded export warehouse proprietor,
accepting the firm's custodial warehouse bonds, its annual
Occupational Tax payment, and the company's monthly TTB returns.
During that period, the TTB agents routinely visited and examined
the Debtor's bonded warehouse premises.
CBP repeatedly approved the Debtor's applications to withdraw
tobacco products from the bonded warehouse for delivery to
qualified vessels. Despite these actions, the TTB proceeded with
the Cease and Desist letter and the Inquiry Letter, and
subsequently issued the assessments and Tax Lien.
The Debtor asserts that as the holder of a Federally-issued
license, it was entitled to notice and an opportunity to
demonstrate or achieve compliance with the TTB's regulation before
its warehouse permit was revoked, as required by the Administrative
Procedure Act, 5 U.S.C. section 558 and the TTB's own regulations.
Accordingly, the Debtor asserts that the TTB Claim is meritless and
should be treated as an unsecured claim and reduced to $0.00.
On June 28, 2020, the Debtor obtained an Economic Injury Disaster
Loan. The SBA filed a UCC Financing Statement with the Secretary of
State for the State of California on June 28,2020. Pursuant to the
SBA Financing Statement, the SBA has a lien on all of the Debtor's
tangible and intangible properly. As of the Petition Date, the
amount due to the SBA for the SBA Loan was $146,456.
Pursuant to the assessments and Tax Lien, the TTB asserts a
$25,225,465 secured claim against the Debtor. As to the Debtor's
personal property, the TTB Claim is second in priority to the SBA
Claim because the TTB did not file its Tax Lien until September 2,
2021.
While the TTB has a lien on both the Debtor's personal property and
real properties, the only property that is cash collateral is the
Debtor's personal property. The Debtor's real properties are
utilized by the Debtor and therefore do not generate rent or other
profits. Rather, the only cash collateral now in Debtor's estate is
its cash and accounts receivable, in which the SBA and the TTB
assert security interests. Additionally, the SBA and the TTB will
assert security interests in cash collateral that will arise as
proceeds from the sale of the inventory as the Debtor continues its
business operations.
The Debtor's unsecured claims total $2,270,196.
The Debtor says it will not be able to propose a plan of
reorganization until the TTB claim is resolved and determined since
it is manifestly overstated. While the Debtor is resolving that
claim, it seeks to continue its operations, preserve the jobs of
its employees, and generate revenue for the benefit of all
creditors.
As adequate protection of the SBA's security interest, the Debtor
will pay the SBA adequate protection payments, in cash, in the
amount of $731 each month, commencing on August 1, 2022, and on the
first business day of each month thereafter. This amount is equal
to the amount owing under the SBA Loan Documents, which includes
both principal and interest payments. This further protects the SBA
and is sufficient to show the SBA will be paid its secured claim.
Further, the Debtor will offer a post-petition lien on all of the
Debtor's post-petition personal property in further adequate
protection of the SBA's interests, subject to the Debtor's ability
to use such collateral upon request and order of the Court.
No additional adequate protection for the TTB is proposed. Due to
the actions of the TTB, the Debtor believes that the TTB Claim is
significantly overstated, should be treated as unsecured, and/or
should be reduced to $0. Further, the TTB is already holding funds
from the Levy. Unless the TTB voluntarily delivers those funds to
the Debtor, those will further protect the TTB's interest.
Moreover, the TTB Claim is secured on not only the Debtor's
personal property by on also the Debtor's Capitol Warehouse and
Wilmington Warehouse, which are substantial. Nevertheless, the TTB
will undoubtedly claim to be undersecured due to the overstated
nature of its claim.
While the Debtor asserts that the value of the properly securing
the TTB's claim is not diminishing in value, to the extent the TTB
asserts that its claim is not adequately protected from the
diminution in value of its security interest, the Debtor offers a
replacement security interest in its post-petition acquired
property to the extent of any diminution in value to the estate,
which would be determined at a later time if and when such
determination is appropriate.
A copy of the motion is available at https://bit.ly/3RsAGSe from
PacerMonitor.com.
About Marine Wholesale and Warehouse Co.
Marine Wholesale and Warehouse Co. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13785)
on July 12, 2022. In the petition signed by Jennifer Hartry, vice
president and secretary, the Debtor disclosed up to $50 million in
both assets and liabilities.
David R. Haberbush, Esq., at Haberbush, LLP is the Debtor's
counsel.
MAUNESHA RIVER: Unsecureds Will Get $100k in Refinancing
--------------------------------------------------------
Maunesha River Dairy, LLC, filed a Second Amended Plan of
Reorganization.
Under the Plan, holders of Class Eight Non-Priority Unsecured
Claims will not receive any installment payments under the Plan.
pHowever, upon completion of the Plan, Maunesha will seek to
refinance the Secured Claims, except for any Claims secured by
valid purchase money security interests with balances being paid at
that time. Maunesha will seek an additional amount of $100,000,
over the amounts necessary to pay BMO, FMUB, SBA and any creditors
of Ballweg at the time of the refinancing ("Unsecured Pool"). The
Unsecured Pool will be available to distribute to members of this
Class on a pro rata basis. Maunesha's request for the additional
loan for the benefit of this Class shall be subject to the
underwriting requirements of the lender(s) with whom Maunesha is
working at the time. If the underwriting requirements, in the
discretion of the lender(s), will not support a loan for that
amount, Maunesha will request whatever lower amount the
underwriting requirements support for the Unsecured Pool; provided
however, that the amount of any such loan to be distributed must be
at least $50,000. Maunesha will notify the members of the
Creditor's Committee in this Case of its attempts to obtain the
additional loan for the benefit of this Class, including the number
of lenders with whom Maunesha attempts to refinance and the final
determination of the amount, if any, that Maunesha has been awarded
for the Unsecured Pool. Maunesha will make any payments to the
Class within 30 days after closing on the refinancing loan by
mailing to the members of this Class their pro rata share of any
Unsecured Pool, together with a copy of the schedule detailing the
payments being made to all members in the Class, to the addresses
set forth in the mailing matrix in this Case, or to such other
addresses that specific creditors have provided to Maunesha in
writing. No payment less than $100 (Diminutive Amount) will be made
to any Creditor in the Class. If Maunesha is not able to obtain an
additional loan for the Unsecured Pool as part of its refinancing
efforts, Maunesha will send a short notice to the members of this
Class informing them that it was not able to secure the additional
funds from its refinancing efforts. Maunesha's obligation to this
Class of creditors shall be satisfied either by the payment made to
members of the Class from the Unsecured Pool or, if no proceeds are
awarded as part of its refinancing efforts, then by the deposit of
the Rejection Notice in the mail addressed to each creditor at the
address provided on the mailing matrix in this Case, or such other
addresses as specific creditors provide to Maunesha in writing.
Distributions under the Plan will be made from the continued
operation of the business and in the case of some administrative
fees, from the funds escrowed during the Case under the Final Cash
Collateral Order. The Allowed Secured Claims will be paid in the
ordinary course of business as reflected in the monthly cash flow
budgets in Schedule 4.4B to the Disclosure Statement and pursuant
to the terms of this Plan.
Attorneys for Maunesha River Dairy, LLC:
Jane F. (Ginger) Zimmerman, Esq.
Nicole I. Pellerin, Esq.
MURPHY DESMOND S.C.
33 East Main Street, Suite 500, P.O. Box 2038
Madison, WI 53701-2038
Tel: (608) 257-7181
A copy of the Second Amended Plan of Reorganization dated July 8,
2022, is available at https://bit.ly/3NShydj from
PacerMonitor.com.
About Maunesha River Dairy
Maunesha River Dairy, LLC, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case. No. 21-11157) on
May 27, 2021. In the petition signed by Dennis E. Ballweg, the
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Catherine J. Furay oversees the case.
Jane F. Zimmerman, Esq., at Murphy Desmond S.C., is the Debtor's
counsel.
BMO Harris Bank, as creditor, is represented by, Joseph D. Brydges,
Esq., at Michael Best and Friedrich LLP.
MEDNAX INC: S&P Raises ICR to 'BB-' on Better Leverage
------------------------------------------------------
S&P Global Ratings raised its issuer credit rating to 'BB-' from
'B+', and its issue-level rating on its senior unsecured notes due
2030 to 'BB-' on Mednax Inc. (now Pediatrix Medical Group Inc.).
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of a payment
default.
S&P said, "We expect Mednax will retain or possibly further lower
debt leverage should EBITDA continue to improve. We expect total
births at the hospitals Mednax operates NICUs to increase annually
in the low-single-digit percentages each of the next several years.
Although birth trends continue to decline primarily from those in
their late-teens and early 20s, a greater concentration of
pregnancies may be considered high-risk as the average age at the
time of pregnancy increases. We believe this will result in steady
volume and modest EBITDA gains despite increased labor costs. We
also expect the company to pursue tuck-in acquisitions and expand
its pediatric primary and urgent care clinics.
S&P views the U.S. health care staffing industry as highly
fragmented, but Mednax benefits as the only large, national
provider of neonatology services, with a market share of about 25%.
Mednax's leading position in the high-intensity neonatology and
high-risk pregnancy subsectors distinguishes it from other larger
staffing players and somewhat insulates the company from
reimbursement pressures. The company has expanded its presence
outside the hospital setting, which distinguishes it from some
peers. It now generates about 25% of revenue from ambulatory
settings. In addition to its scale within its subspecialties,
Mednax also maintains the largest database of neonatology records,
a competitive advantage in seeking new contracts. Still, Mednax has
significant exposure to Medicaid reimbursement of around 25%-30% of
revenue.
Expansion into pediatric primary and urgent care will require
sizeable use of capital. The company's growth strategy includes
further expansion into pediatric primary and urgent care. Mednax
currently has 21 clinics following the acquisition of NightLight in
2021, Night Lite Orlando in 2022 and its investment in Brave Care.
S&P expects the company to complete additional acquisitions and
pursue numerous de novo development opportunities over the next
several years.
The company could see some reimbursement pressures and contract
negotiations due to the No Surprises Act. Although the company is
currently about 95% in-network with significant diversity of
contracts and strong third-party payer relationships, S&P believes
the No Surprises Act ( effective as of January 2022) could result
in some payers offering lower rates or declining contract renewal.
However, it thinks this risk is low because Mednax has a
long-standing payer relationships and the sensitive nature of
neonatology.
S&P said, "Shareholder rewards will add to leverage. While we
expect EBITDA will continue growing and with lower leverage, we
believe the company could now consider shareholder-friendly actions
such as share buybacks or potentially a dividend. Hence, we expect
the company's leverage to remain more than 3.0x over the next two
years.
"The stable outlook reflects our view of Mednax's strong contract
retention rates and leading market share. Given the significant
capital expenditure requirements of NICUs, hospitals in which
Mednax operates typically have greater financial resources, and
therefore, more extensive labor and delivery services and a greater
concentration of high-risk pregnancies. As a result, we expect
steady volume and EBITDA growth.
"We could lower the rating on Mednax if its adjusted debt-to-EBITDA
leverage increases to more than 4x or if free operating cash flow
(FOCF) to debt falls below 10% on a sustained basis. This could
occur if volume trends are unfavorable, the company loses
significant contracts or market share, or if there are unfavorable
reimbursement or regulatory events leading EBITDA margins to
decline at least 350 basis points. We could also lower the rating
if the company adopts more aggressive financial policies than we
currently envision.
"We could raise our ratings on Mednax if we believe the company
will maintain leverage below 3x and FOCF to debt above 20%. Mednax
would need to successfully funds its growth strategy with
internally generated cash flow without pursuing aggressive
shareholder rewards."
ESG credit indicators: E-2, S-2, G-2
S&P said, "ESG factors are an overall neutral consideration in our
credit rating analysis of Mednax. However, the company is exposed
to certain social demographic factors slightly more than staffing
peers. The U.S. birth rate declined sharply by about 4% in 2020,
after a 1% decline in 2019 and 2% in 2018. However, Mednax has seen
a slower rate of decline, a reflection of the size and strength of
the markets in which it operates. With birth rates falling more
sharply in women in their 20s, a greater proportion of pregnancies
may be considered high risk, potentially increasing demand for NICU
services. Moreover, reimbursement risk is reasonably low despite
its narrow focus, given the highly specialized and lifesaving
nature of the care it provides to premature and very ill
newborns."
METRO PUERTO RICO: Unsecured Creditors to Recover 100% in 60 Months
-------------------------------------------------------------------
Metro Puerto Rico LLC filed with the U.S. Bankruptcy Court for the
District of Puerto Rico a First Plan of Reorganization dated July
11, 2022.
Debtor operate a newspaper business with presence in Puerto Rico in
physical and digital form. The sale gross income is approximately
$200,000.00 per month. Debtor's expense is estimated in $185,000.00
monthly.
The Debtor does not own any Real Properties, but owns Business
Equipment, furniture and inventory used in the Pharmacy which has a
value of approximately $189,871.35.
Debtor filed a chapter 11 because sales many companies contracted
less publicity during harsh economic times, the cost of paper
increased drastically, and the pandemic had a devastating effect
over the publicity industry and thereafter the newspaper industry.
This Plan consists of 3 classes of creditors and Interests. The
purpose of this Plan is to: (a) reorganize and pay the
administrative claims (b) reorganize and pay the priority claims,
and (c) reorganize and pay the unsecured claims.
The Plan contemplates that all distributions under the Plan will be
completed within 5 years from the Effective Date of the Plan.
Class 1 consists of Allowed Priority claims filed by Governmental
Entities. This Class will receive a 100% distribution on their
claims, plus interest based on an interest rate of four percent
(4.00%). This Class in not impaired.
Class 2 consists of Allowed General Unsecured Claims. The Class 2
Claims will be Satisfied via monthly payments starting the
Effective Date of the Plan. Total Class 2 Claims is estimated at
$85,988.92. The Distribution of class 2 claims is estimated in a
100.00%. The distribution on this class will be monthly starting on
the effective date of the plan until the month 60. This Class is
impaired.
Class 3 Claims consist of all equity security holders owned by the
corporation. The Class 3 Claims will receive no distribution under
the plan. This Class is impaired will not vote on the plan.
The Plan establishes that the Plan will be funded from the
Reorganized Debtor's cash flow generated by the Debtor. It
generally consists of the by the operating of the business. The
Debtor will contribute her cash flow to fund the Plan commencing on
the Effective Date of the Plan and continue to contribute through
the date that Holders of Allowed Class 1, 2 and 3, Claims receive
the payments specified for in the Plan.
A full-text copy of the First Plan of Reorganization dated July 11,
2022, is available at https://bit.ly/3o0GDbC from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Jose M Prieto Carballo, Esq.
JPC LAW OFFICE
PO Box 363565
San Juan PR 00936
Tel: (787) 607-2066
Fax: (787) 200-8837
Email: jpc@jpclawpr.com
About Metro Puerto Rico
Metro Puerto Rico LLC filed its voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-01543) on March
31, 2020. The petition was signed by Felix I. Caraballo,
president. At the time of filing, the Debtor estimated $1
million to $10 million in assets and $500,000 to $1 million in
liabilities.
Judge Enrique S. Lamoutte oversees the case. Jose Prieto, of the
JPC LAW OFFICE, represents the Debtor.
NATIONAL CINEMEDIA: BlackRock Has 1.5% Equity Stake as of June 30
-----------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 1,230,018 shares of common stock of National
Cinemedia Inc., representing 1.5 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/1364742/000083423722010228/us6353091076_070822.txt
About National CineMedia Inc.
National CineMedia Inc. (NCM) is a cinema advertising network in
the U.S. NCM's Noovie pre-show is presented exclusively in 50
leading national and regional theater circuits including AMC
Entertainment Inc. (NYSE:AMC), Cinemark Holdings, Inc. (NYSE:CNK)
and Regal Entertainment Group (a subsidiary of Cineworld Group PLC,
LON: CINE). NCM's cinema advertising network offers broad reach
and audience engagement with over 20,600 screens in over 1,600
theaters in 195 Designated Market Areas (all of the top 50). NCM
Digital and Digital-Out-Of-Home (DOOH) go beyond the big screen,
extending in-theater campaigns into online, mobile, and place-based
marketing programs to reach entertainment audiences. National
CineMedia, Inc. (NASDAQ:NCMI) owns a 47.4% interest in, and is the
managing member of, National CineMedia, LLC.
National Cinemedia reported a net loss attributable to the company
of $48.7 million compared to a net loss attributabl e to the
company of $65.4 million for the year ended Dec. 31, 2020. As of
March 31, 2022, the Company had $821.6 million in total assets,
$1.24 billion in total liabilities, and a total deficit of $421.4
million.
NN INC: BlackRock Has 1.7% Equity Stake as of June 30
-----------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 760,113 shares of common stock of NN Inc.,
representing 1.7 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/918541/000083423722010224/us6293371067_070822.txt
About NN Inc.
NN, Inc. -- www.nninc.com -- is a global diversified industrial
company that combines advanced engineering and production
capabilities with in-depth materials science expertise to design
and manufacture high-precision components and assemblies primarily
for the electrical, automotive, general industrial, aerospace and
defense, and medical markets. Headquartered in Charlotte, North
Carolina, NN has 31 facilities in North America, Europe, South
America, and China.
NN, Inc. reported a net loss of $13.23 million for the year ended
Dec. 31, 2021, a net loss of $100.59 million for the year ended
Dec. 31, 2020, a net loss of $46.74 million for the year ended Dec.
31, 2019, and a net loss of $262.99 million for the year ended Dec.
31, 2018. As of March 31, 2022, the Company had $595.85 million in
total assets, $316.48 million in total liabilities, $56.35 million
in series D perpetual preferred stock, and $223.03 million in total
stockholders' equity.
NUVEDA LLC: Unsecured Creditors to Get 40 Cents on Dollar in Plan
-----------------------------------------------------------------
NuVeda, LLC filed with the U.S. Bankruptcy Court for the District
of Nevada a Plan of Reorganization for Small Business dated July
11, 2022.
The Debtor is a Nevada limited liability company. The Debtor was
involved in the cannabis industry through its ownership of
subsidiaries licensed under Nevada law to operate dispensaries,
production and cultivation facilities.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $1,337,480. The final Plan
payment is expected to be paid on or before December 31, 2025.
This Plan of Reorganization proposes to pay creditors of the Debtor
initially from a $500,000 loan by one or more of the Debtor's
equity security holders, and thereafter with disposable income from
the Debtor's operations.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 40 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 2 consists of non-priority unsecured creditors. Each holder
of a Class 2 Allowed general unsecured, non-priority claim shall
receive its pro rata share of the sum of $105,206.75 per calendar
quarter, or such other amount as the Court may require at the
confirmation hearing on the Plan. Payments shall commence on the
15th day of the third month following the effective date, and
continue on the same date each calendar quarter thereafter for a
total of 12 calendar quarters during the 36 month term of the Plan.
Class 2 is entitled to vote on the Plan.
Each holder of Class 3 Equity Security Interests shall retain such
Equity Security Interests consists with the powers, rights, and
restrictions imposed and granted under the Debtor's Operating
Agreement. Class 3 is deemed to accept the Plan.
The Plan initially will be funded with a $500,000 unsecured loan
advanced on the effective date by one or more of the Debtor's
equity security holders. The loan will have an interest rate of 9%
per annum and payments of principal and interest amortized over a
5-year term will be due monthly by the Debtor.
A full-text copy of the Plan of Reorganization dated July 11, 2022,
is available at https://bit.ly/3c6SOkq from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Mitchell Stipp, Esq.
Law Office of Mitchell Stipp, P.C.
1180 N. Town Center Drive, Suite 100
Las Vegas, NV 89144
Tel: (702) 602-1242
Email: mstipp@stipplaw.com
About Nuveda LLC
NuVeda, LLC, a company in Pahrump, N.Y., filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev.
Case No. 22-11249) on April 11, 2022, listing up to $50,000 in
assets and up to $10 million in liabilities. Edward M. Burr serves
as Subchapter V trustee.
The case is assigned to Judge August B. Landis.
The Law Office of Mitchell Stipp and the Law Office of Nathan A.
Schultz, P.C. serve as the Debtor's legal counsels.
PB-6 LLC: Litigation Proceeds to Fund Plan Payments
---------------------------------------------------
PB-6 LLC, a California limited liability company, submitted a
Fourth Amended Disclosure Statement describing Fourth Amended
Chapter 11 Plan dated July 11, 2022.
This is a liquidating plan. In other words, the Proponent seeks to
accomplish payments under the Plan by prosecuting its claims
against Fundrise Lending, LLC and other related parties and using
recovery therefrom to fund the Plan. The Effective Date of the
proposed Plan is 30 days after the Bankruptcy Court enters the
Order approving the Debtor's Chapter 11 plan.
On March 23, 2022, the Debtor filed its Third Amended Disclosure
Statement describing its Third Amended Plan which proposed a sale
of Colfax Villas; however, Fundrise foreclosed in Colfax Villas on
April 27, 2022, hence the Debtor has filed this Fourth Amended
Disclosure Statement and Plan which is intended to supersede the
Debtor's Third Amended Disclosure Statement and Plan.
On April 7, 2022, the Debtor filed an adversary case against
Fundrise and related entities, which bears adversary case number
1:21:bk:10293-MT (the "Adversary Case"). The Adversary Case sets
forth the basis of the Debtor's claims, the liquidation of which
shall fund the Plan.
On January 19, 2022, Fundrise filed its Motion for Relief From the
Automatic Stay pursuant to 11 U.S.C. § 362. On March 15, 2022, the
Bankruptcy Court entered its Order approving Fundrise's Motion for
Relief From Stay, terminating the automatic stay as to Colfax
Villas. The Debtor's litigation counsel filed an application for a
restraining order (in the Adversary Case) to temporarily prevent
the foreclosure sale of Colfax Villas, but that application was
denied by the Bankruptcy Court and Fundrise completed its
foreclosure on April 27, 2022.
On April 8, 2022, Fundrise filed objections to the claims of
Randall Rosen and Peterberg Construction. Those objections are
currently pending. On June 6, 2022, the Office of the United States
Trustee filed a Motion to Dismiss or Convert the Debtor's chapter
11 case.
The identity of the Debtor's assets now consist solely of the
Debtor's claims against Fundrise.
Class 1 consists of the Secured claim of Los Angeles County
Treasurer and Tax Collector. The Debtor is no longer the owner of
Colfax Villas due to the foreclosure sale on April 27, 2022.
Therefore, this secured claim is now the obligation of the record
owner of Colfax Villas.
Class 2 consists of the Secured claim of Fundrise Lending, LLC. The
claims of Fundrise against the Debtor have been resolved via the
foreclosure sale of Colfax Villas that took place on April 27,
2022.
Class 3 consists of General unsecured claims. Non-insider unsecured
claims in the amount of $85,426.26 shall be paid the later of 90
days after the resolution of the Adversary Case in the amount
remaining after payment of administrative, Class 1, on a pro-rata
basis, after payment in full of non-insider claim, the remaining
balance shall be paid to insider claim of Peterberg Construction,
Inc.
Class 4 consists of Interest holders. Interest holders shall retain
prePetition interests.
The Plan will be funded by the proceeds from litigation of the
Adversary Case.
A full-text copy of the Fourth Amended Disclosure Statement dated
July 11, 2022, is available at https://bit.ly/3nXt3Ws from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Jeffrey S. Shinbrot, Esq.
JEFFREY S. SHINBROT, APLC
15260 Ventura Blvd., Suite 1200
Sherman Oaks, CA 91403
Tel: (310) 659-5444
Fax: (310) 878-8304
E-mail: jeffrey@shinbrotfirm.com
About PB 6 LLC
PB 6, LLC, a privately held company in Newbury Park, Calif., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 21-10293) on Feb. 23, 2021. At the time of the
filing, the Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range. Judge Maureen Tighe
oversees the case. Jeffrey S. Shinbrot, APLC is the Debtor's
counsel.
PHUNWARE INC: Sells $12.8M Unsecured Note to Streeterville
----------------------------------------------------------
Phunware, Inc. entered into a note purchase agreement on July 6,
2022, with Streeterville Capital, LLC and consummated the sale to
such Investor of an unsecured Promissory Note with an original
principal amount of $12,808,672 in a private placement that closed
on July 6, 2022.
The Note was sold with an original issue discount of $491,872 and
the Company agreed to pay $20,000 to the Investor to cover the
Investor's transaction costs. Joseph Gunner & Co., LLC was engaged
as the sole placement agent for the offering of the Note and
received a placement agent fee of $491,872 at the closing of the
Private Placement, representing 4% of the gross cash proceeds at
the closing. After deducting an additional $10,000 in placement
agent transaction fees paid by the Company at closing, net cash
proceeds to the Company were $11,794,928.
No interest will accrue on the Note unless and until the occurrence
of an Event of Default, as defined in the Note. In such case,
interest would accrue on the outstanding balance beginning on the
date the applicable Event of Default occurred at an interest rate
equal to the lesser of 15% or the maximum rate permitted under
applicable law. Upon the occurrence of an Event of Default, the
Investor will also have the right to increase the balance of the
Note by 15% for major defaults and 5% for minor defaults (defined
as Trigger Events in the Note).
Beginning on Nov. 1, 2022 and on the same day of each month
thereafter until the Note is paid in full, the Company is required
to make a monthly amortization payments to the Investor in the
amount of $1,565,504.36. The Monthly Payments are considered
prepayments hereunder and subject to the Prepayment Premium.
The Company may prepay any or all of the outstanding balance
earlier than it is due, provided that the Company will pay the
Investor 110% of the portion of the outstanding balance the Company
elects to prepay.
The Company has the right to defer any Monthly Payment by one month
up to twelve times so long as the Payment Deferral Conditions, as
defined in the Note, are satisfied. In the event the Company
exercises the Deferral Right, as defined in the Note, for any given
month: (i) the outstanding balance will automatically increase by
1.85%; (ii) the Company will not be obligated to make the Monthly
Payment for such month; and (iii) the maturity date will be
extended for one month.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $53.52 million for the year ended
Dec. 31, 2021, a net loss of $22.20 million for the year ended Dec.
31, 2020, a net loss of $12.87 million for the year ended Dec. 31,
2019, and a net loss of $9.80 million for the year ended Dec. 31,
2018. As of March 31, 2022, the Company had $81.42 million in
total assets, $29.43 million in total liabilities, and $51.99
million in total stockholders' equity.
PIASECKI REALTY: Court Confirms Reorganization Plan
---------------------------------------------------
Judge Cecelia G. Morris has entered an order approving Disclosure
Statement and confirming the Plan of Reorganization of Piasecki
Realty, LLC.
Piasecki Realty's Plan is based on the debtor's belief that the
estimated current forced liquidation value of its assets is so
small as to offer the potential of no recovery to its general
unsecured creditors, and that such cash liquidation would be an
economic waste to itself, its creditors and the community in which
it is located.
Under the Plan, Class 5 Allowed claims of all other creditors of
the debtor, including prepetition unsecured creditors, pre-petition
secured creditors to the extent that the Court finds the same
unsecured in whole or in part in accordance with 11 U.S.C. Sec.
506, subject to an allowance of their claims by the Court, will be
paid in cash, an amount equal to 5 percent of the allowed amount of
such creditors' claim payable as follows: 1 percent in cash, (the
"initial payment" date), upon the Effective Date of the Plan; and 1
percent on the next four anniversary dates. Each annual payment
shall be $3,925. The claims in this class total $392,541. Class 5
is impaired.
The funds necessary for the satisfaction of creditors' claims shall
be generated from the rent received in the ordinary course of the
debtor's business. Distributions necessary to creditors in all
classes shall require a monthly reserve of approximately $7,330
over the life of the Plan.
The maximum amount of cash that will be necessary to confirm the
Plan is expected to be approximately $20,000 as and for the initial
payments to Classes 1 through 5 claims. Said funds shall be
generated from the monthly rental income of the debtor.
Attorneys for the Debtor:
Andrea B. Malin, Esq.
Michelle L. Trier, Esq.
GENOVA, MALIN & TRIER LLP
Hampton Business Center, 1136 Route 9
Wappingers Falls, New York 12590
Tel: (845) 298-1600
A copy of the Disclosure Statement dated March 18, 2022, is
available at https://bit.ly/3N5RFYk from PacerMonitor.com.
About Piasecki Realty
New Windsor, N.Y.-based Piasecki Realty, LLC is a single asset real
estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the
fee simple owner of a four-acre property and 7,200-square-foot
warehouse located at 857 Union Ave., New Windsor, N.Y., valued at
$999,000.
Piasecki Realty sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-35317) on April 22,
2021. At the time of the filing, the Debtor disclosed total assets
of up to $1 million and total liabilities of up to $10 million.
Judge Cecelia G. Morris oversees the case. Genova & Malin, LLP is
the Debtor's legal counsel.
PREMIER PAVING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Premier Paving, Ltd.
1817 Lacy Dr.
Fort Worth, TX 76177
Business Description: The Debtor specializes in asphalt paving
construction services.
Chapter 11 Petition Date: July 13, 2022
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 22-41560
Debtor's Counsel: Dylan T.F. Ross, Esq.
FORSHEY PROSTOK
777 Main Street
Suite 1550
Fort Worth, TX 76102
Tel: (817) 877-8855
Email: dross@forsheyprostok.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Herbert D. Severin, III as CEO.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MWPXYWI/PREMIER_PAVING_LTD__txnbke-22-41560__0001.0.pdf?mcid=tGE4TAMA
PROBATE ESTATE OF SUSAN: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Probate Estate of Susan Szanto
11 Shore Pine Drive
Newport Coast, CA 92657
Case No.: 22-20240
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: July 12, 2022
Court: United States Bankruptcy Court
District of Wyoming
Judge: Hon. Cathleen D. Parker
Debtor's Counsel: Boyd O. Wiggam, Esq.
WIGGAM LAW OFFICE, LLC
2537 Plain View Road
Cheyenne, WY 82009
Tel: (307) 316-2592
Email: wiggamlaw@gmail.com
Total Assets: $4,500,000
Total Liabilities: $1,086,904
The petition was signed by Peter Szanto as administrator.
The Debtor filed an empty 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/PZ3E6PI/Probate_Estate_of_Susan_Szanto__wybke-22-20240__0001.0.pdf?mcid=tGE4TAMA
PROVENCROWN BUILDERS: Unsecureds to Recover 100% in 60 Months
-------------------------------------------------------------
ProvenCrown Builders, LLC filed with the U.S. Bankruptcy Court for
the Northern District of Illinois a Small Business Plan of
Reorganization under Subchapter V dated July 11, 2022.
The Debtor is an Illinois LLC Since 2010, the Debtor has been in
the business of performing general contracting services.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $676,800. The final Plan
payment is expected to be paid on August 2027.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations.
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.
Class 2 consists of the Secured claim of JP Morgan Chase. This
class is impaired because it is being paid over a longer period of
time than the original pre-bankruptcy contract called for.
Beginning on the effective date of the Plan, this creditor shall be
paid $744.30 per month for 60 months which represents principal and
an interest rate of 4.75%. The allowed secured claim total
$39,681.42. This Class will receive a distribution of 100% plus
interest of their allowed claims.
Class 3 consists of the Secured claim of Mulligan Financial. This
class is impaired because it is being paid over a longer period of
time than the original pre-bankruptcy contract called for.
Beginning on the effective date of the Plan, this creditor shall be
paid $2,132.04 per month for 60 months which represents principal
and an interest rate of 4.75%. The allowed secured claim total
$113,666.65. This Class will receive a distribution of 100% plus
interest of their allowed claims.
Class 4 consists of Non-priority unsecured creditors. This class is
impaired because it is being paid over a longer period of time than
the original pre-bankruptcy contract called for. Beginning on the
effective date of the Plan, this creditor shall be paid $159.83 per
month for 60 months which represents principal and an interest rate
of 0%. This Class will receive a distribution of 100% of their
allowed claims.
Class 5 consists of Equity security holders of the Debtor. The
Debtor is paying its creditors 100% of all amount owed to its
creditors. As such, the equity security holder shall retain its
pre-filing equity in the Debtor.
Damion Perry shall be the disbursing agent for the Debtor.
A full-text copy of the Plan of Reorganization dated July 11, 2022,
is available at https://bit.ly/3z8MVfP from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Ben Schneider, Esq.
Matthew Stone, Esq.
Law Offices of Schneider & Stone
8424 Skokie Blvd., Suite 200
Skokie, IL 60077
Telephone: (847) 933-0300
Facsimile: (847) 676-2676
Email: ben@windycitylawgroup.com
About ProvenCrown Builders LLC
ProvenCrown Builders LLC -- https://provencrown.com/ -- is a mason
contractor in Chicago, Illinois, that specializes in masonry
restoration, concrete, roofing, decking.
ProvenCrown Builders filed for Chapter 11 protection (Bankr. N.D.
Ill. Case No. 22-04099) on April 8, 2022. In the petition filed
by Damion Perry, as managing member, ProvenCrown Builders estimated
assets between $0 and $50,000 and estimated liabilities between
$500,000 and $1 million.
The case is assigned to Honorable Judge Jacqueline P. Cox.
Ben Schneider, Esq., at Schneider & Stone, is the Debtor's
counsel.
Neema T. Varghese has been appointed as Subchapter V Trustee.
QUANTUM CORP: BlackRock Has 1.1% Stake as of June 30
----------------------------------------------------
BlackRock, Inc. reported in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 1,147,297 shares of common stock of Quantum
Corporation, representing 1.1 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/709283/000083423722010198/us7479065010_070822.txt
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com-- provides technology and services that
stores and manages video and video-like data delivering streaming
for video and rich media applications, along with low cost, high
density massive-scale data protection and archive systems. The
Company helps customers capture, create and share digital data and
preserve and protect it for decades.
Quantum reported a net loss of $32.28 million for the year ended
March 31, 2022, a net loss of $35.46 million for the year ended
March 31, 2021, and a net loss of $5.21 million for the year ended
March 31, 2020. As of March 31, 2022, the Company had $201.63
million in total assets, $328.32 million in total liabilities, and
a total stockholders' deficit of $126.68 million.
QUOTIENT LIMITED: BlackRock Reports 1.6% Equity Stake
-----------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 1,674,055 shares of common stock of Quotient
Limited, representing 1.6 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/1596946/000083423722010210/je00blg2zq72_070822.txt
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
Quotient Limited reported a net loss of $125.13 million for the
year ended March 31, 2022, compared to a net loss of $111.03
million 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.
QUOTIENT LIMITED: Maven Investment, et al. Report 4.56% Stake
-------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Maven Investment Partners US Ltd, Ian Mark Toon, Ivan
Ivanov Koedjikov, Benjamin Nur Huda, Nima Noorizadeh disclosed that
as of July 5, 2022, they beneficially own 6,158,225 Ordinary
Shares, no par value, of Quotient Limited, representing 4.56% based
on 135,674,355 ordinary shares issued and outstanding as of June
24, 2022 as reported in the anouncement of underwritten offering
pricing filed by the Issuer in their press release on the 24th of
June 2022 and the press release titled "Quotient Limited Announces
Closing of Underwritten Offering of Ordinary Shares and Pre-Funded
Warrants" on the 29th June 2022.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1596946/000179686122000008/formsc13da.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.
Quotient Limited reported a net loss of $125.13 million for the
year ended March 31, 2022, compared to a net loss of $111.03
million 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.
REPLICEL LIFE: Won't Proceed With 2nd Tranche Offering
------------------------------------------------------
RepliCel Life Sciences Inc. said it does not intend to proceed at
this time with the second tranche of its non-brokered private
placement as previously announced in its news release of March 21,
2022, for the issuance of up to 8,333,333 units at a price of $0.18
per Unit for gross proceeds of up to $1,500,000.
On May 4, 2022, the Company closed a first tranche of the Offering
pursuant to which it sold an aggregate of 4,218,470 Units for gross
proceeds of $759,324.60. Each Unit consists of one common share of
the Company and one-half of one share purchase warrant. Each whole
Warrant entitles the holder thereof to purchase one additional
Share of the Company at a price of $0.40 per Share for a period of
three years from the date of issuance.
The Company expects to make several key announcements over the next
few weeks regarding its progress, plans and financing intentions.
About Replicel
RepliCel Life Sciences Inc. is a regenerative medicine company
focused on developing cell therapies for aesthetic and orthopedic
conditions affecting what the Company believes is approximately one
in three people in industrialized nations, including
aging/sun-damaged skin, pattern baldness, and chronic tendon
degeneration. These conditions, often associated with aging, are
caused by a deficit of healthy cells required for normal tissue
healing and function. These cell therapy product candidates are
based on RepliCel's innovative technology, utilizing cell
populations isolated from a patient's healthy hair follicles.
Replicel Life reported a net loss and comprehensive loss of C$4.07
million on C$353,735 of revenue for the year ended Dec. 31, 2021,
compared to a net loss and comprehensive loss of C$1.58 million on
C$353,735 of revenue for the year ended Dec. 31, 2020. As at Dec.
31, 2021, the Company had C$591,794 in total assets, C$7.43 million
in total liabilities, and a total shareholders' deficiency of
C$6.84 million.
Vancouver, British Columbia-based BDO Canada LLP, the Company's
auditor since 2010, issued a "going concern" qualification in its
report dated June 28, 2022, citing that the Company has accumulated
losses of $42,231,642 since its inception and incurred a loss of
$4,073,315 during the year ended Dec. 31, 2021. These events or
conditions, along with other matters, indicate that a material
uncertainty exists that may cast substantial doubt about its
ability to continue as a going concern.
RIDER HOTEL: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------
Rider Hotel, LLC asks the U.S. Bankruptcy Court for the District of
Delaware for authority to, among other things, use cash collateral
and provide adequate protection.
The Debtor requires the use of cash collateral to fund the
operation of its business in the ordinary course postpetition, in
accordance with the Budget.
Prior to the Petition Date, the Debtor and Starwood Mortgage
Capital LLC, a Delaware limited liability company, entered into a
loan facility pursuant to (a) Credit Agreement, dated January 26,
2015, between the Debtor and Starwood, and all amendments thereto;
(b) Promissory Note, dated January 26, 2015, from the Debtor
payable to Starwood in the original principal amount of
$19,500,000; and (c) various other documents, instruments and notes
including, but not limited to a Mortgage, Assignment of Leases and
Rents and Security Agreement, each dated January 26, 2015. Starwood
subsequently assigned the Prepetition Loan Documents and related
documents, instruments and notes to RSS GSMS2015-GC28-WI RH, LLC.
The Prepetition Loans and the other "Obligations" of the Debtor
owing to the Lender are secured by, inter alia, the Guaranty of
Timothy J. Dixon, dated January 26, 2015.
In connection with the Prepetition Loan Documents, the Lender filed
a UCC-1 Financing Statement with the Delaware Secretary of State on
April 23, 2015, designated as filing number 20151860153. The
Financing Statement was subsequently assigned to Wilmington Trust,
National Association, as Trustee for the benefit of the Registered
Holders of GS Mortgage Securities Co. on May 5, 2015, as filing
number 0151737120, which was continued on October 31, 2019, as
filing number 20197632024, and then assigned to the Lender on
October 19, 2021 as filing number 20218372675.
As of the Petition Date, the Debtor owed the Lender under the
Prepetition Loan Documents in the aggregate amount of $17,650,000,
plus accrued and unpaid interest, fees and expenses.
The Debtor submits that the Lender, to the extent of its valid and
perfected liens on the Prepetition Collateral, will be adequately
protected notwithstanding Debtor's use of cash collateral. As
demonstrated by the Debtor's projected budget, the Debtor will
operate with positive cash flow through at least August 9, 2022.
Moreover, the Lender, to the extent of its valid and perfected
liens on the Prepetition Collateral, will be adequately protected
by a sufficient equity cushion in the Prepetition Collateral.
Indeed, upon information and belief, the value of the Debtor's Iron
Horse Hotel may be at least $26,000,000. The Debtor also
anticipates generating significant cash from its operations that it
can to use to satisfy obligations associated with the Hotel. The
anticipated cash revenues during the Interim Period, in combination
with the use of cash collateral, will allow the Debtor to continue
to satisfy its obligations and preserve the Debtor's business.
As adequate protection against any actual diminution (if any) in
value of the Prepetition Collateral, including cash collateral,
effective as of the Petition Date, the Lender will be granted,
solely to the extent of any actual diminution in value, if any, of
the Prepetition Collateral, valid, binding, continuing,
enforceable, fully perfected, first priority senior (subject only
to the Carve-Out) replacement liens on and security interests in
any and all tangible and intangible pre- and postpetition property
of the Debtor, whether existing before, on or after the Petition
Date, together with any proceeds thereof. The Adequate Protection
Liens shall be junior only to the Carve-Out. The Adequate
Protection Liens will otherwise be senior to all other security
interests in, liens on, or claims against any of
the Adequate Protection Collateral.
Subject and subordinate only to the Carve-Out, the Adequate
Protection Obligations due to the Lender will constitute allowed
superpriority administrative expense claims against the Debtor in
the amount of any actual diminution (if any) in value of the
Prepetition Collateral, including cash collateral.
The Debtor will pay $97,648 to the Lender on account of all accrued
and unpaid interest and principal (including, for the avoidance of
doubt, interest accruing and becoming due after the Petition Date)
at the non-default rates and consistent with the ordinary course
interest payment dates set forth in the Loan Documents.
The "Carve-Out" means the sum of (a) all fees required to be paid
to the Clerk of the Court and to the Office of the United States
Trustee under 28 U.S.C. section 1930(a) plus interest at the
statutory rate; (b) all reasonable fees and expenses up to $10,000
incurred by a trustee under section 726(b) of the Bankruptcy Code
or 1104(a); (c) to the extent allowed at any time, whether by
interim order, procedural order, or otherwise, all Professional
Fees incurred by Professional Persons at any time before delivery
by the Lender of a Carve-Out Trigger Notice, subject to the
line-item limits on such Professional Fees as set forth in the
Budget through the date of delivery of a Carve-Out Trigger Notice
(with, in the event of a mid-week delivery of a Carve-Out Trigger
Notice, the budgeted Professional Fees for such week pro-rated to
the date of delivery of the Carve-Out Trigger Notice); and (d)
Professional Fees in an aggregate amount not to exceed $25,000
incurred following delivery by the Lender of the Carve-Out Trigger
Notice, to the extent allowed at any time, whether by interim
order, procedural order, or otherwise.
A copy of the motion is available at https://bit.ly/3O4dNS8 from
PacerMonitor.com.
About Rider Hotel
Rider Hotel, LLC owns The Iron Horse Hotel located at 500 W.
Florida St., in Milwaukee, Wis. The hotel, which opened in 2008,
has about 100 rooms, two banquet facilities and two restaurants;
and features a motorcycle theme and decor building off the nearby
Harley-Davidson Museum.
Rider Hotel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 22-10522) on June 9, 2022, listing
between $10 million and $50 million in both assets and liabilities.
Timothy J. Dixon, president of Rider Hotel, signed the petition.
Judge John T. Dorsey oversees the case.
The Debtor tapped Carlson Dash, LLC and Saul Ewing Arnstein & Lehr,
LLP as legal counsels; and GlassRatner Advisory & Capital Group,
LLC, doing business as B. Riley Advisory Services, as financial
advisor. Stretto is the claims, noticing and administrative agent.
RUBY PIPELINE: Fitch Affirms & Withdraws LongTerm 'D' IDR
---------------------------------------------------------
Fitch Ratings has affirmed and withdrawn Ruby Pipeline LLC's
Long-Term Issuer Default Rating of 'D.' In addition, the Long-Term
rating for the senior unsecured notes 'CC'/'RR3' rating was
affirmed and withdrawn.
The ratings were withdrawn because Ruby Pipeline entered Chapter 11
of the U.S. Bankruptcy Code on March 31, 2022. The 2022 notes
defaulted on April 1, 2022. Fitch will no longer provide ratings or
analytical coverage.
KEY RATING DRIVERS
Not applicable as the ratings have been withdrawn.
RATING SENSITIVITIES
Rating sensitivities are no longer applicable given the bankruptcy
filing.
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
Not applicable given the bankruptcy filing and subsequent default
on the 2022 notes.
ISSUER PROFILE
Ruby Pipeline is a Federal Energy Regulatory Commission regulated
interstate natural gas pipeline providing 1.5 billion cubic feet
per day of natural gas delivery capacity from the Opal Hub in
Wyoming to the Malin Hub in Oregon, on the California border.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
Ruby Pipeline LLC LT IDR D Affirmed D
LT IDR WD Withdrawn D
senior unsecured LT CC Affirmed RR3 CC
senior unsecured LT WD Withdrawn CC
SAGEWOOD LLC: Seeks to Hire Robinson & Cotten as Legal Counsel
--------------------------------------------------------------
Sagewood, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Idaho to employ Robinson & Cotten to serve as legal
counsel in its Chapter 11 case.
The firm's services include assisting the Debtor in preparing a
Chapter 11 plan for reorganization and in other activities
necessary to carry out its duties and responsibilities under the
Bankruptcy Code.
The firm will be paid at its hourly rate of $225 and will be
reimbursed for its out-of-pocket expenses.
W. Reed Cotton, Esq., a partner at Robinson & Cotton, 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:
Brent T. Robinson, Esq.
W. Reed Cotton, Esq.
Robinson & Cotton
616 Fremont Street
Rupert, ID 83350
Tel: (208) 436-4717
Fax: (208) 436-6804
Email: btr@idlawfirm.com
wrc@idlawfirm.com
About Sagewood LLC
Sagewood, LLC, a company in Driggs, Idaho, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Idaho Case No.
22-40242) on June 21, 2022, listing up to $10 million in assets and
up to $500,000 in liabilities. Peter J. Estay, managing member,
signed the petition.
Judge Joseph M. Meier oversees the case.
Brent T. Robinson, Esq., and W. Reed Cotton, Esq., at Robinson &
Cotton are the Debtor's bankruptcy attorneys.
SANUWAVE HEALTH: Gets Forbearance Extension Under NH Expansion Deal
-------------------------------------------------------------------
Sanuwave Health, Inc. entered into the Third Amendment to the Note
and Warrant Purchase and Security Agreement, which amends that
certain Second Amendment to the Note and Warrant Purchase and
Security Agreement, dated as of Feb. 25, 2022, with the noteholder
party thereto and NH Expansion Credit Fund Holdings LP, as agent.
The Third NWPSA provides for (i) the extension of the Agent's and
Holder's forbearance of exercising their remedies arising from
Existing Defaults (as defined in the NWPSA) to the earlier of (x)
the occurrence of an Event of Default and (y) Aug. 30, 2022, and
(ii) the extension to file a registration statement with the
Securities and Exchange Commission to register the resale of the
Advisor Shares (as defined in the NWPSA) no later than Aug. 30,
2022.
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shock wave
technology company using a patented system of noninvasive,
high-energy, acoustic shock waves for regenerative medicine and
other applications. The Company's initial focus is regenerative
medicine utilizing noninvasive, acoustic shock waves to produce a
biological response resulting in the body healing itself through
the repair and regeneration of tissue, musculoskeletal, and
vascular structures.
SANUWAVE reported a net loss of $27.26 million for the year ended
Dec. 31, 2021, compared to a net loss of $30.94 million for the
year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$18.62 million in total assets, $57.58 million in total
liabilities, and a total stockholders' deficit of $38.96 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated May 13,
2022, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations and the occurrence of the events of default on the
Company's debt. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SAS AB: To Start Labor Talks to Help Chapter 11 Financing Search
----------------------------------------------------------------
Vince Sullivan of Law360 reports that bankrupt Scandinavian airline
SAS AB told a New York judge Thursday, July 7, 2022, that it plans
to commence mediation with a striking pilots union quickly as the
labor strife is costing the company more than $10 million per day
at a time when it is seeking a large Chapter 11 loan.
During the debtor's initial virtual appearance, SAS AB attorney
Gary T. Holtzer of Weil Gotshal & Manges LLP said the work stoppage
by a union representing about 1,000 of the airline's pilots was
costing the debtor between $10 million to $13 million per day since
it began July 4, 2022.
A full-text copy of the article is available at
https://www.law360.com/bankruptcy/articles/1509329/sas-to-start-labor-talks-to-help-ch-11-financing-search
About Scandinavian Airlines
SAS SAB is Scandinavia's leading airline, with main hubs in
Copenhagen, Oslo and Stockholm. SAS flies to destinations in
Europe, USA and Asia. Spurred by a Scandinavian heritage and
sustainable values, SAS aims to be the global leader in sustainable
aviation. The airline will reduce total carbon emissions by 25
percent by 2025, by using more sustainable aviation fuel and our
modern fleet with fuel-efficient aircraft. In addition to flight
operations, SAS offers ground handling services, technical
maintenance and air cargo services. SAS is a founder member of the
Star Alliance, and together with its partner airlines offers a wide
network worldwide. On the Web: https://www.sasgroup.net/
SAS AB and its affiliates, including Scandinavian Airlines Systems
Denmark-Norway-Sweden and Scandinavian Airlines of North America
Inc., sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 22-10925) on July 5, 2022. In the
petition filed by Erno Hildén, as authorized representative, the
Debtor SAS AB estimated assets between $10 billion and $50 billion
and liabilities between $1 billion and $10 billion.
Weil, Gotshal & Manges LLP is serving as global legal counsel and
Mannheimer Swartling Advokatbyra AB is serving as Swedish legal
counsel to SAS. Seabury Securities LLC and Skandinaviska Enskilda
Banken AB are serving as investment bankers, Seabury is also
serving as restructuring advisor. FTI Consulting is serving as
financial advisor. Kroll Restructuring Advisors is the claims
agent.
SECURE ENERGY: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Secure Energy Services Inc.'s (SES)
Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable
Outlook. In addition, Fitch has affirmed the instrument ratings of
the second lien secured debt at 'BB'/'RR2', and the company's
senior unsecured debt at 'B+'/'RR4'.
The ratings reflect SES's increased cash flows following the
successful merger with Tervita Corporation (TEV), declining
post-merger leverage, the company's demonstrated ability to
maintain profitability during commodity downturns, strong
relationships with its top customers and location-advantaged asset
footprint across the Western Canadian Sedimentary Basin (WCSB).
Additionally, SES is currently benefiting from an increase in oil
production activity levels due to elevated commodity prices.
Concerns include outsized risks faced by smaller-scale, single
basin focused midstream service providers without significant
long-term minimum volume contract coverage.
KEY RATING DRIVERS
Industry Tailwinds: SES is benefiting from increased activity
levels in the WCSB at present. Higher commodity prices are driving
increased oil producer spending and government stimulus packages,
from Alberta, Saskatchewan and British Columbia, are driving
increased demand for reclamation services. Moreover, the merger
with TEV has led to an enhanced scale of operations and
efficiencies, with SES on track to achieve its synergy targets.
Fitch sees some risk to achieving the synergy targets, through
lower than expected facility rationalizations.
LTM 1Q22 EBITDA was well over CAD300 million, and Fitch expects
EBITDA to remain above CAD300 million over the forecast period.
Fitch expects management's priority for the use of cash flow
generated in excess of capex to remain debt reduction, recognizing
that measured increases in shareholder returns may also be
possible. In the near-term, Fitch does not expect SES to pursue any
meaningful growth capex. Fitch would not expect SES to take on a
major growth project unless it is underpinned by long-term (over
three years) contracts.
Volumetric Exposure: The majority of SES's revenue is generated
under short-term, fixed-fee contracts. While these contracts remove
direct commodity price risk for SES, the company remains exposed to
volumetric risk. The lack of minimum volume commitments provides
less visibility into the company's future cash flows and, as such,
reduces the strength of SES's credit profile. SES has maintained
long-term relationships with its top customers, most of which are
strong counterparties, which somewhat reduces the risk of losing
business to a competitor.
SES has, in the past three years, executed on growth projects which
included long-term, take-or-pay-type contracts. The two oil
pipelines, East Kaybob and Kerrobert, which the company
commissioned in 2020 and 2019, respectively, are underpinned by
contract commitments of well over a decade with multiple customers.
While not expected over the forecast period, the addition of
incremental long-term, take-or-pay-type contracted assets would
likely be viewed by Fitch as indicative of a stronger credit
profile.
Single-Basin Risk: Most of the company's assets are located in the
WCSB, with a very small footprint in North Dakota and Oklahoma. The
merger with TEV did lead to some customer and geographic
diversification, however the majority of SES's operations remain
concentrated in convention oil production in Alberta, Saskatchewan
and British Columbia. As such, SES retains an outsized exposure to
shifting dynamics in the North American oil production landscape
that disproportionally impact the WCSB, compared to other midstream
companies with exposure to multiple production basins.
Improving Leverage: SES has reduced outstanding debt,
post-TEV-merger, faster than Fitch previously forecasted, due in
large part to better than anticipated EBITDA generation. SES
leverage, defined as total debt with equity credit to operating
EBITDA, in 2021 was approximately 4.2x. In 1Q22, the company paid
down CAD90 million of debt using a combination of cash flows from
operations and non-core asset divestments. Fitch expects leverage
to be around 2.5x in 2022 and move to a range of 2.0x to 2.2x over
the balance of the forecast period. Management has a stated
intention to achieve leverage of less than 2.5x within two years of
the closing of the TEV merger. SES's leverage is considered strong
for the rating category.
Customers Could Become Competitors: For a portion of SES's
businesses, a large number of E&P companies handle the services SES
provides in-house. Fitch believes the trend of producers
outsourcing more non-E&P activities to better focus on core
strengths and achieve improved capital efficiencies will continue.
However, should service costs become too high, or there is a larger
industry shift toward doing more in-house, the SES businesses not
operating under long-term contracts may see financial results
deteriorate.
DERIVATION SUMMARY
SES is somewhat unique relative to Fitch's midstream coverage given
its diversification along the midstream value chain, including the
operation of Class I & II landfills in Western Canada, combined
with its structure as a standalone corporate entity.
SES operates crude oil gathering, processing and transportation
systems, among others, concentrated in a single basin. In addition,
the majority of SES's EBITDA is generated under fixed-fee contracts
with no minimum volume commitments. From this perspective, SES is
similar to Medallion Gathering and Processing, LLC (Medallion;
B+/Stable). Medallion is an oil gathering and intra-state
transportation service provider operating in the Permian basin
(Midland). The majority of Medallion's EBITDA is generated under
long-term acreage dedication contracts with no minimum volume
commitments.
SES has greater relative operating scale, with EBITDA expected to
exceed CAD400 million in the medium-term, compared to under USD300
million at Medallion. Expected leverage is also a differentiating
factor, though a less relevant factor given both SES and Medallion
have leverage that is strong for their respective ratings. 2021
leverage at SES was 4.2x, versus 4.6x for Medallion. Fitch
forecasts Medallion's leverage to be around 4.5x in 2022, compared
to 2.5x at SES.
Given the lack of take-or-pay-type contracts at either SES or
Medallion, relative basin economics is an important factor in
comparing the two peers. The majority of Medallion's volumes come
from the Permian Basin and the majority of SES's volumes come from
the WCSB. The Permian basin is one of the most prolific and
low-cost production basins in North America. In addition, the
Permian is location advantaged compared to the WCSB, being in much
closer proximity to demand centers (i.e., lower relative
transportation costs).
As such, production levels in the Permian are expected to hold up
better versus the WCSB during commodity price downturns. SES's
larger scale and lower leverage versus Medallion is offset by its
lack of long-term contracts and weaker relative basin economics,
leading to the similar IDRs.
SES does operate two crude oil pipelines which are underpinned by
long-term take-or-pay contracts. However, its contribution to the
overall EBITDA is small (roughly 15% of total EBTIDA). From this
perspective, SES is similar to Sunoco LP (SUN; BB/Positive), which
has 25% of its volume taken by a subsidiary of 7-Eleven, Inc. under
a long-term take-or-pay contract. However, SUN features a more
resilient business model given its closer proximity to less
volatile end market demand. Additionally, SUN has a much larger
operational scale compared to SES. The combination of these factors
leads to the two-notch separation between the IDRs of SUN and SES.
Precision Drilling Corporation (PD; B+/Stable) is a peer insofar as
it is exposed to Canadian oil & gas activity and features a
standalone corporate structure, however, it has little direct
business line overlap with SES.
KEY ASSUMPTIONS
-- Oil and gas production and activity levels in Western Canada
and North Dakota consistent with Fitch's base case West Texas
Intermediate (WTI) oil price assumption of USD100/bbl in 2022,
falling to USD50/bbl by 2025;
-- Inflationary pressures lead to a slight drop in EBITDA margins
in 2022 vs. 2021 and compressing further with lower commodity
price driven activity levels;
-- A meaningful amount of corporate and operational synergies are
realized in 2022 with 2023 being the first year of fully
realized target synergies;
-- Dividends remain consistent at the current level through 2022,
with increases occurring in 2023 and 2024;
-- No meaningfully negative outcome of the 13-months old
proceedings regarding the now closed Tervita acquisition;
-- CAD/USD rate of $1.25 over the forecast period;
-- The recovery analysis assumes that Secure Energy Services Inc.
would be considered a going-concern in bankruptcy. Fitch has
assumed a 10% administrative claim (standard). The going-
concern EBITDA estimate of $255 million reflects Fitch's view
of a sustainable, post-reorganization EBITDA level upon which
Fitch base the valuation of the company. As per criteria, the
going concern EBITDA reflects some residual portion of the
distress that caused the default;
-- Fitch used a 6x EBITDA multiple to arrive at SES's going-
concern enterprise value. The multiple is in line with recent
reorganization multiples in the energy sector. There have been
a limited number of bankruptcies and reorganizations within
the midstream space, but bankruptcies at Azure Midstream and
Southcross Holdco had multiples between 5x and 7x by Fitch's
best estimates. In Fitch's bankruptcy case study report
"Energy, Power and Commodities Bankruptcies Enterprise Value
and Creditor Recoveries," published in April 2019, the median
enterprise valuation exit multiplies for 35 energy cases for
which this was available was 6.1x, with a wide range of
multiples observed.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- A positive rating action is not anticipated in the near-term,
however Fitch may look to take positive rating action should
the company's exposure to volumetric risk in the WCSB decrease
and leverage, defined as total debt with equity credit to
operating EBITDA, were expected to be below 4.0x on a
sustained basis.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Leverage, defined previously, above 5.0x for a sustained
period;
-- A negative rating action may be considered if annual run rate
EBITDA were expected to remain below CAD300 million for a
sustained period of time;
-- Impairments to liquidity including expectations for adjusted
EBITDA interest coverage to be sustained below 3.0x;
-- An unexpectedly negative outcome from the currently in process
Commissioner of Competition proceedings.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: As of March 31, 2022, the company had
approximately CAD390 million of liquidity. SES had CAD20 million of
cash on the balance sheet, CAD370 million available on its
revolving credit facilities (net of CAD90 million in outstanding
letters of credit). SES has a maximum limit of CAD800 million on
its revolving credit facility and CAD30 million as an unsecured
letter of credit facility guaranteed by Export Development Canada.
The company's revolving credit facility matures on July 2, 2024. As
defined in the credit facility, the financial covenants permit a
maximum Total Debt to EBITDA of 4.75x, Senior Debt to EBITDA of
3.0x as of March 31, 2022 and 2.75x at the end of each fiscal
quarter thereafter; and the Interest Coverage Ratio (defined as
EBITDA to Interest charges) to be over 2.5x. As of March 31, 2022,
the company was in compliance of all the financial covenants and
had ratios of 2.9x, 1.2x and 3.8x for Total Debt to EBITDA, Senior
Debt to EBITDA and Interest Coverage, respectively.
ISSUER PROFILE
Secure Energy Services Inc. is a service provider to upstream oil
and natural gas companies in Western Canada and the Northern U.S.
SES owns and operates a network of midstream processing and storage
facilities, crude oil and water pipelines, and crude by rail
terminals. SES also provides environmental and fluid management
services.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
DEBT RATING RECOVERY PRIOR
---- ------ -------- -----
Secure Energy LT IDR B+ Affirmed B+
Services Inc.
senior unsecured LT B+ Affirmed RR4 B+
Senior Secured LT BB Affirmed RR2 BB
2nd Lien
SHAWN JENSEN: No Patient Complaints, 6th PCO Report Says
--------------------------------------------------------
Cori Loomis, the Patient Care Ombudsman for Shawn Jensen DDS, P.A.,
filed with the U.S. Bankruptcy Court for the District of Kansas a
Sixth Report to monitor the quality of care provided to the
Debtor's patients.
In preparation for an on-site visit, the PCO sent an email to Dr.
Jensen with a list of questions. One of the questions inquired as
to whether Dr. Jensen had plans to be out of the office for
vacation or whether his office would be closed for any reason over
the summer. Dr. Jensen responded that his office would be closed
for approximately one month from July 29 through August 22, 2022,
for construction. In light of the fact that no patient care will be
provided for an extended period in the near future, an on site
visit seemed unnecessary.
The ombudsman noted Dr. Jensen's responses to the other questions
which do not indicate any changes in the status of his practice
that would negatively impact patient care. Dr. Jensen reported that
in the past 60 days:
* One employee was terminated.
* There have been no issues obtaining dental and medical
supplies.
* He is not aware of any patient complaints, licensure board
complaints, or professional negligence lawsuits.
* The office hours have remained the same and patient volume
has increased.
* There have been no significant equipment failures,
breakdowns, or need for replacement.
A copy of the Ombudsman Report is available for free at
https://bit.ly/3IyPo60 from PacerMonitor.com.
Attorney for the Patient Care Ombudsman:
J. Clay Christensen, Esq.
Jonathan M. Miles, Esq.
Brock Z. Pittman, Esq.
CHRISTENSEN LAW GROUP, P.L.L.C.
3401 N.W. 63rd St., Suite 600
Oklahoma City, OK 73116
Telephone: (405) 232-2020
Facsimile: (405) 228-1113
E-mail: clay@christensenlawgroup.com
jon@christensenlawgroup.com
brock@christensenlawgroup.com
About Shawn Jensen DDS
Shawn Jensen DDS PA sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 21 10699) on July 26,
2021. At the time of the filing, the Debtor disclosed $100,001 to
$500,000 in assets and $1 million to $10 million in liabilities.
Forker Suter, LLC serves as the Debtor's legal counsel.
SOLID BIOSCIENCES: BlackRock Has 2.5% Stake as of June 30
---------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 2,868,637 shares of common stock of Solid
Biosciences Inc., representing 2.5 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/1707502/000083423722010295/us83422e1055_070822.txt
About Solid Biosciences
Headquartered in Cambridge, Mass., Solid Biosciences Inc. --
www.solidbio.com -- is a life sciences company focused on advancing
transformative treatments to improve the lives of patients living
with Duchenne. Disease-focused and founded by a family directly
impacted by Duchenne, the Company's mandate is simple yet
comprehensive work to address the disease at its core by
correcting
the underlying mutation that causes Duchenne with its lead gene
therapy candidate, SGT-001, as well as our recently announced
next-generation gene therapy candidate, SGT-003.
Solid Biosciences reported a net loss of $72.19 million for the
year ended Dec. 31, 2021, a net loss of $88.29 million for the
year
ended Dec. 31, 2020, a net loss of $117.22 million for the year
ended Dec. 31, 2019, and a net loss of $74.80 million for the year
ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $232.38
million in total assets, $24.17 million in total liabilities, and
$208.21 million in total stockholders' equity.
STORCENTRIC INC: Crowell & Moring Appointed as New Panel Member
---------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Crowell & Moring, LLP as
new member of the official committee of unsecured creditors in the
Chapter 11 case of StorCentric, Inc.
As of July 11, the members of the committee are:
1. BPM LLP
10 Almaden Blvd., Suite 1000
San Jose, CA 95113
Phone: (408) 961-5543
Email: ewebb@bpmcpa.com
2. Jabil, Inc.
10560 Dr. Martin Luther King, Jr. St. N.
St. Petersberg, FL 33716
Counsel: Stephen D. Finestone
Finestone Hayes LLP
456 Montgomery St., 20th Fl
San Francisco, CA 94104
Phone: (415) 421-2624
Email: sfinestone@fhlawllp.com
3. Crowell & Moring LLP
1001 Pennsylvania Avenue, N.W.
Washington, DC 20004
Phone: (202) 624-2935
Email: malmy@crowell.com
About StorCentric Inc.
StorCentric, Inc. develops software and security systems to
mitigate cybersecurity threats to ensure data is not compromised.
StorCentric sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-50515) on June 20,
2022. In the petition filed by John Coughlan, chief financial
officer, the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge Elaine Hammond oversees the case.
John W. Mills, III, Esq., at Jones Walker LLP is the Debtor's
counsel.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors in the Debtor's case on July 5, 2022. J.
Barrett Marum, Esq., serves as the committee's bankruptcy attorney.
THOMPSON ROSE: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: Thompson Rose Chapel, LLC
3601 5th Avenue
Sacramento, CA 95817
Business Description: Thompson Rose Chapel is a provider of
death care services.
Chapter 11 Petition Date: July 12, 2022
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 22-21727
Judge: Hon. Christopher D. Jaime
Debtor's Counsel: Gabriel E. Liberman, Esq.
LAW OFFICES OF GABRIEL LIBERMAN, APC
1545 River Park Drive., STE 530
Sacramento, CA 95815
Tel: 916-485-1111
Fax: 916-485-1111
Email: attorney@4851111.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ginger Brown as managing member.
The Debtor listed First Bank as its single unsecured creditor
holding an unknown amount of claim.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/CN6CCUA/Thompson_Rose_Chapel_LLC__caebke-22-21727__0001.0.pdf?mcid=tGE4TAMA
TROIKA MEDIA: Receives Noncompliance Notice From Nasdaq
-------------------------------------------------------
Troika Media Group, Inc. received a notice of failure to satisfy a
continued listing standard from Nasdaq under its Listing Rules
5620(a) and 5810 (c)(2)(G).
The Notice indicated that the Company has not yet held an annual
meeting of shareholders within 12 months of the June 30, 2021
fiscal year end. The Company now has 45 days to submit a plan to
regain compliance. If that plan is accepted by Nasdaq, then Troika
may be granted an exception of up to 180 calendar days from the
date of its June 30, 2022 fiscal year end (e.g., Dec. 27, 2022) to
regain compliance. The Company's failure to regain compliance with
standards for continued listing would result in the ultimate
de-listing of its common stock from Nasdaq. The Company intends to
respond to the Notice with a plan designed to regain compliance in
accordance with the requirements of the Notice and the Nasdaq
listing standards.
The Notice is in addition to the previously disclosed
non-compliance letter that the Company received on May 20, 2022
relating to its failure to maintain a minimum bid price of $1.00
per share for 30 consecutive business days in accordance with
Nasdaq Listing Rule 5550(a)(2). The Company has 180 calendar days
from May 20, 2022 to regain compliance by the closing bid price of
the Company's common stock being at least $1.00 per share for 10
consecutive business days.
About Troika
Troika Media Group (fka M2 nGage Group, Inc.) -- www.thetmgrp.com
-- is an end-to-end brand solutions company that creates both
near-term and long-term value for global brands in entertainment,
sports and consumer products. Applying emerging technology, data
science, and world-class creative, TMG helps brands deepen
engagement with audiences and fans throughout the consumer journey
and builds brand equity. Clients include Apple, Hulu, Riot Games,
Belvedere Vodka, Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn
Resorts and Casinos, Tiffany & Co., IMAX, Netflix, Sony and
Coca-Cola.
For the six months ended Dec. 31, 2021, the Company reported a net
loss attributable to common stockholders of $6.25 million. Troika
Media reported a net loss of $16 million for the year ended June
30, 2021, followed by a net loss of $14.45 million for the year
ended June 30, 2020. As of Sept. 30, 2021, the Company had $42.05
million in total assets, $24.44 million in total liabilities, and
$17.61 million in total stockholders' equity.
TROIKA MEDIA: Required to Pay Up to $7M in Liquidated Damages
-------------------------------------------------------------
Troika Media Group, Inc. previously disclosed that it issued and
sold 500,000 shares of Series E Convertible Preferred Stock, $0.01
par value, with a stated value of $100 per share or an aggregate of
$50 million pursuant to the terms of a Securities Purchase
Agreement, dated March 16, 2022, by and among the Company and
certain institutional investors. The Series E Preferred Stock is
convertible into Common Stock at $1.50 per share, subject to
adjustment. The Company issued accompanying Common Stock Purchase
Warrants exercisable for five years at $2.00 per share, subject to
adjustment as described in the Purchase Agreement, to purchase an
aggregate of 33,333,333 shares of Common Stock.
The shares of Series E Preferred Stock and Warrants and the shares
of Common Stock issuable upon conversion of the Series E Preferred
Stock and the exercise of the Warrants were not initially
registered under the Securities Act of 1933, as amended. Pursuant
to a Registration Rights Agreement with the Purchasers dated March
16, 2022, the Company committed to file with the Securities and
Exchange Commission an initial Registration Statement concerning
the Securities within 10 business days of the March 21, 2022
closing date, which initial Registration Statement is required to
be declared effective within 45 days of the filing date or 90 days
if there is a "full review by the SEC".
While the Company has filed with the SEC a Registration Statement
on Form S-1 concerning the Securities to satisfy the requirements
of the Registration Rights Agreement, the Form S-1 has not been
declared effective by the SEC within the period required under the
terms of the Registration Rights Agreement. As a result, the
Company will be required under the terms of the Registration Rights
Agreement to pay to the Purchasers a partial liquidated damages
penalty for failure to meeting the effectiveness date requirement,
which is determined to be the product of 2.0% multiplied by the
aggregate subscription amount paid by each Purchaser under the
terms of the Purchase Agreement, with the partial liquidated
damages to be capped at 14% of the subscription amount. Such
partial liquidated damages will be owed to the investors within
seven days of the failure to meet the requirements for
effectiveness, and will be owed monthly to the Purchasers until the
Form S-1 is declared effective by the SEC. This will result in a
payment by Troika of approximately $1.0 million per month (with
prorated payments for partial months) to the Purchasers until the
Form S-1 is declared effective by the SEC, resulting in up to a
maximum of $7.0 million in payments.
About Troika
Troika Media Group (fka M2 nGage Group, Inc.) -- www.thetmgrp.com
-- is an end-to-end brand solutions company that creates both
near-term and long-term value for global brands in entertainment,
sports and consumer products. Applying emerging technology, data
science, and world-class creative, TMG helps brands deepen
engagement with audiences and fans throughout the consumer journey
and builds brand equity. Clients include Apple, Hulu, Riot Games,
Belvedere Vodka, Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn
Resorts and Casinos, Tiffany & Co., IMAX, Netflix, Sony and
Coca-Cola.
For the six months ended Dec. 31, 2021, the Company reported a net
loss attributable to common stockholders of $6.25 million. Troika
Media reported a net loss of $16 million for the year ended June
30, 2021, followed by a net loss of $14.45 million for the year
ended June 30, 2020. As of Sept. 30, 2021, the Company had $42.05
million in total assets, $24.44 million in total liabilities, and
$17.61 million in total stockholders' equity.
TWO ROCKS OF TWO: Gets OK to Hire Kornfield as Bankruptcy Counsel
-----------------------------------------------------------------
Two Rocks of Two Rock, LLC 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
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
The retainer fee is $15,000.
Chris Kuhner, 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:
Chris D. Kuhner, Esq.
Kornfield Nyberg Bendes Kuhner & Little, P.C.
1970 Broadway, Suite 600
Oakland, CA 94612
Tel: (510) 763-1000
Fax: (510) 273-8669
Email: c.kuhner@kornfieldlaw.com
About Two Rocks of Two Rock
Two Rocks of Two Rock, LLC, a company in Petaluma, Calif., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Calif. Case No. 22-10229) on June 9, 2022, listing as much as
$10 million in both assets and liabilities. Kim Gardner, managing
member, signed the petition.
The case is assigned to Judge Charles Novack.
Chris D. Kuhner, Esq., at Kornfield Nyberg Bendes Kuhner & Little,
PC is the Debtor's legal counsel.
UGI INT'L: Fitch Affirms BB+ Unsecured Rating & Gives RR4 Rating
----------------------------------------------------------------
Fitch Ratings has assigned UGI International, LLC's (UGII;
BB+/Stable) 'BB+' rated senior unsecured instrument a Recovery
Rating of 'RR4'.
The 'RR4' Recovery Rating on UGII's senior unsecured instrument
rating is in line with the generic approach described in Fitch's
Corporate Recovery Rating Criteria and treatment for issuers rated
in the 'BB' category.
UGII's ratings remain underpinned by its 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 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: UGII's ratings are
supported by its ability to generate steady EBITDA averaging around
USD370 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 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 around 2.5x, albeit weaker than in
FY21, 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.
Fitch forecasts 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.
Fitch also notes 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 the 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
benefiting 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 Its 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 USD370 million through 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 at/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 RECOVERY PRIOR
---- ------ -------- -----
UGI International, LLC
senior unsecured LT BB+ Affirmed RR4 BB+
VIRGINIA TRUE: Unsecureds Will Get 35% of Claims in Creditor Plan
-----------------------------------------------------------------
Diatomite Corporation of America and Anthony Cipollone and Domenick
Cipollone submitted a Proposed Chapter 11 Plan of Liquidation and a
Joint Amended Disclosure Statement for debtor Virginia True
Corporation dated July 11, 2022.
In April 2017, the Debtor acquired from Diatomite a 977-acre parcel
of undeveloped land located within the environmentally protected
Fones Cliffs area in Richmond County, Virginia (the "Property"),
with the intent to develop a resort and build a hotel, luxury
condominiums, housing, a golf course, a commercial village, and
attendant amenities.
The Plan Proponents, as holders of more than 90% of the secured and
unsecured debt in this case totaling over $12 million, through this
Creditor Plan and Disclosure Statement, seek to provide a superior
alternative to the proposed sale process that sets an upset price
that the Plan Proponents believe is below the market value, so as
to protect against the Debtor's machinations to transfer the
Property out of the Estate to an affiliate.
Under the Creditor Plan, Diatomite will advance the Creditor Plan
Funding which guarantees the resolution and reduction of the
Cipollone Claim, the resolution of the Diatomite Claim, full
payment of Allowed Administrative Expense Claims, and guaranteed
value to Holders of Allowed General Unsecured Claims.
Specifically, in exchange for 100% of the New Equity of the
Reorganized Debtor and the resolution of the Diatomite Claim,
Diatomite shall advance funds as Creditor Plan Funding to pay: (i)
all Allowed Administrative Expense Claims, Allowed Compensation and
Reimbursement Claims, Allowed Priority Tax Claims, and United
States Trustee Fees that are Allowed as of the Effective Date; (ii)
distributions to the Holders of Allowed General Unsecured Claims
(other than the Plan Proponents); and (iii) $2 million Cash to the
Cipollones and, additionally, the Reorganized Debtor shall provide
a first priority mortgage and note on the Property for $1 million
payable in one year, without interest, in full satisfaction of the
Cipollone Claim and the Cipollone Note and Deed of Trust.
While the Debtor has proposed its own amended Chapter 11 plan, the
Creditor Plan presents a more favorable outcome for Debtor's
creditors than the Debtor's plan because this Creditor Plan
provides for resolution of the outstanding litigation involving
Diatomite, the Cipollones, and the Debtor, thus ensuring that
additional Estate funds are not expended on litigation and allowing
for Distributions to be made within a matter of weeks or months
after the Auction, rather than being held in limbo indefinitely, as
the Debtor's plan contemplates, until the conclusion of the
litigation in the Adversary Proceeding.
After several failed efforts to jumpstart the development of the
Property, the Debtor now seems to believe that a sale of the
Property is the appropriate course of action. Debtor proposes to
sell the Property at a bankruptcy auction to Fones Cliff
Development, LLC (the "Stalking Horse Bidder") for $4.2 million,
pursuant to a Purchase and Sale Agreement, subject to higher and
better offers. Fernandez and Kleinhendler are two of the three
members of the Stalking Horse Bidder. The third member is Pan
American, the third party that previously sought to acquire the
Cipollone Claim.
The proposed bankruptcy auction is predicated on Debtor's $4
million valuation of the Property, which is a 180-degree about face
from its prior representations as to the Property's value
(including scheduling the Property as having a value of $18.3
million). Despite Debtor's prior promises that it would propose a
full payment plan, a sale to the Stalking Horse Bidder at the $4.2
million sale price would not come close to satisfying all claims in
full, nor would a sale at that price provide sufficient funds to
make any Distributions pending the conclusion or resolution of the
Adversary Proceeding and/or Cipollone Claim.
Class 2(a) consists of General Unsecured Claims. In exchange for
exchange Diatomite's treatment as set forth in Class 2(b),
Diatomite will advance funds as Creditor Plan Funding and, after
all senior Allowed Claims are paid in full, Holders of Allowed
General Unsecured Claims in Class 2(a), excluding the Plan
Proponents' Unsecured Claims (Class 2(b)), shall be paid their Pro
Rata Share of the remaining portion of such Creditor Plan Funding
up to the full Allowed amount of their Claims. Class 2(a) is
Impaired. The anticipated allowed unsecured claims total
$429,056.08.
Class 2(b) consists of Plan Proponents' Unsecured Claims. The
Diatomite Claim shall be the only claim in Class 2(b). In exchange
for advancing funds as Creditor Plan Funding to pay: (i) all
Allowed Administrative Expense Claims, Allowed Compensation and
Reimbursement Claims, Allowed Priority Tax Claims, and United
States Trustee Fees that are Allowed as of the Effective Date; (ii)
distributions to the Holders of Allowed General Unsecured Claims
(other than the Plan Proponents); and (iii) $2 million Cash to the
Cipollones, Diatomite shall receive 100% of the New Equity of the
Reorganized Debtor.
Diatomite, its assignee, or the Reorganized Debtor, as applicable,
shall receive the Property free and clear of all Liens, claims,
charges, encumbrances or interests of any kind or nature, but
subject to the non-economic terms of the Consent Decree, if it is
approved and implemented in full prior to the Effective Date. Class
2(b) is Impaired, and the Class 2(b) members are entitled to vote
to accept or reject this Creditor Plan.
Class 3 consists of Subordinated Allowed Insider Claims. These
Subordinated Insider Claims are Claims held by the Debtor's
Insiders, i.e., Fernandez and Kleinhendler, who are the sole
owners, directors, and officers of Debtor. Fernandez's and
Kleinhendler's Claims will be recharacterized as capital
contributions under the Debtor's proposed Chapter 11 plan. At this
time, the Plan Proponents do not anticipate any recoveries on
account of Allowed Subordinated Insider Claims. Class 3 is
Impaired, is deemed to reject this Creditor Plan, and is not
entitled to vote to accept or reject this Creditor Plan.
Class 4 consists of Interest Holders. After payment in full to all
Creditors holding Allowed Claims has been made under this Creditor
Plan, and appropriate amounts have been reserved for Disputed
Claims, any excess Available Cash shall be distributed to the
Holders of Allowed Interests in Debtor. At this time, the Plan
Proponents do not anticipate that any Holder of an Allowed Interest
will receive or retain any Interest in the Debtor, the Estate, or
the Property. Each such Interest will be cancelled as of the
Effective Date.
The Creditor Plan shall be funded by the Creditor Plan Funding.
These funds shall be utilized to satisfy payments consistent with
the terms of this Creditor Plan. As set forth fully in the Creditor
Plan, the "Creditor Plan Funding" means sums used to effectuate the
terms of this Creditor Plan from sums contributed by Diatomite.
Such funds shall be in an amount sufficient to cover all Allowed
Administrative Expense Claims, the $2,000,000.00 payment to be made
on account of the Cipollone Claim pursuant to the treatment of the
same in Class 1, and the treatment of Allowed General Unsecured
Claims pursuant to the treatment of the same in Class 2(a),
provided, however, that the Creditor Plan Funding shall not exceed
the aggregate amount of $2,850,000.00.
The Plan Proponents estimate that Holders of Allowed General
Unsecured Claims (other than the Plan Proponents) shall receive
distributions in the amount of approximately 35% of such Allowed
General Unsecured Claims. The Plan Proponents believe this will
greatly exceed any distributions to such Holders in the event the
Debtor's patently unconfirmable plan were confirmed and the
Debtor's proposed sale were brought to fruition.
A full-text copy of the Joint Amended Disclosure Statement dated
July 11, 2022, is available at https://bit.ly/3uJkPoq from
PacerMonitor.com at no charge.
Counsel for Diatomite Corporation:
PACK LAW
51 Northeast 24th Street, Suite 108
Miami, Florida 33137
Joseph A. Pack, Esq.
212-949-9300
Co-Counsel to Anthony Cipollone and Domenick Cipollone:
LAW OFFICES OF AVRUM J. ROSEN, PLLC
38 New Street
Huntington, New York 11743
Avrum J. Rosen, Esq.
Nico G. Pizzo, Esq.
631-423-8527
About Virginia True Corporation
Virginia True Corporation, a New York-based golf resort owner and
developer, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 19-42769) on May 3, 2019. At the
time of the filing, the Debtor disclosed between $10 million and
$50 million in both assets and liabilities.
Judge Nancy Hershey Lord oversees the case.
Pick & Zabicki LLP is the Debtor's legal counsel.
VISTAGEN THERAPEUTICS: Venrock Entities Report 10% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of
20,697,286 shares of common stock of VistaGen Therapeutics, Inc.,
representing 10 percent of the shares outstanding.
* Venrock Healthcare Capital Partners II, L.P.
* VHCP Co-Investment Holdings II, LLC
* Venrock Healthcare Capital Partners III, L.P.
* VHCP Co-Investment Holdings III, LLC
* Venrock Healthcare Capital Partners EG, L.P.
* VHCP Management II, LLC
* VHCP Management III, LLC
* VHCP Management EG, LLC
* Shah, Nimish
* Koh, Bong
The percentage was calculated based upon 206,640,955 shares of the
Issuer's common stock outstanding as of June 22, 2022, as reported
in the Issuer's Annual Report on Form 10-K filed with the SEC on
June 23, 2022.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1411685/000110465922078364/tm2220679d1_sc13ga.htm
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics,
Inc. -- http://www.vistagen.com-- is a biopharmaceutical company
committed to developing and commercializing innovative medicines
with the potential to go beyond the current standard of care for
anxiety, depression, and other CNS disorders.
VistaGen reported a net loss and comprehensive loss of $47.76
million for the fiscal year ended March 31, 2022, compared to a
net loss and comprehensive loss of $17.93 million for the fiscal
year ended March 31, 2021. As of March 31, 2022, the Company had
$74.64 million in total assets, $9.93 million in total liabilities,
and $64.72 million in total stockholders' equity.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2006, issued a "going concern"
qualification in its report dated June 23, 2022, citing that the
Company has suffered negative cash flows from operations and
recurring losses from operations since inception, resulting in an
accumulated deficit of $267.6 million as of March 31, 2022, that
raise substantial doubt about its ability to continue as going
concern.
VIVAKOR INC: Joseph Spence Quits as Director
--------------------------------------------
Joseph Spence advised the Board of Directors of Vivakor, Inc. of
his resignation from the Board, effective immediately. Such
resignation was not the result of any dispute or disagreement with
the Company or the Board on any matter relating to the operations,
policies or practices of the Company.
About Vivakor Inc.
Coralville, Iowa-based Vivakor, Inc., is a clean energy technology
company focused in the area of oil remediation and natural
resources. The company currently focuses on its patented
Remediation Processing Centers that allows for the environmentally
friendly recovery of bitumen (heavy crude) and other hydrocarbons
from the remediation of contaminated soils. It is believed to be
the only remediation system that can clean soils with more than 5%
by weight oil contamination while fully recovering the oil and
leaving the soil fully viable for reuse.
Vivakor reported a net loss attributable to the company of $5.48
million for the year ended Dec. 31, 2021, compared to a net loss
attributable to the company of $2.18 million for the year ended
Dec. 31, 2020. As of March 31, 2022, the Company had $54.82
million in total assets, $18.28 million in total liabilities, and
$36.54 million in total stockholders' equity.
VOYAGER DIGITAL: Broker Doesn't Have FDIC Insurance
---------------------------------------------------
Ibiam Wayas of Cryptopolitan reports that barely two weeks after
the operating subsidiary of Voyager issued a notice of default to
cryptocurrency hedge fund Three Arrows Capital (3AC), the firm
itself has now turned in the towel to bankruptcy.
On July 5th, the cryptocurrency asset broker filed for Chapter 11
bankruptcy relief with the Southern District Court of New York. In
a press statement, the company noted that it has more than $110
million in cash and cryptocurrency to aid day-to-day operations
during the Chapter 11 process.
Voyager said it also holds about $350 million of cash in
Metropolitan Commercial Bank (MCB) on behalf of the consumers. The
New York-chartered bank confirmed this in a recent report but
clarified that its FDIC insurance doesn't extend to the beleaguered
cryptocurrency brokerage firm.
MCB maintains an omnibus account for Voyager customers' US dollar
deposits, not cryptocurrency. Although the bank is a member of the
Federal Deposit Insurance Corporation (FDIC) or has FDIC insurance,
the coverage doesn't extend to Voyager as an entity or protect it
against bankruptcy.
"FDIC insurance coverage is available only to protect against the
failure of Metropolitan Commercial Bank. FDIC insurance does not
protect against the failure of Voyager, any act or omission of
Voyager or its employees, or the loss in value of cryptocurrency or
other assets," Metropolitan Commercial Bank.
Voyager doesn't have FDIC insurance
This simply entails that Voyager doesn't have direct insurance
coverage from the FDIC. Crypto companies do not qualify for the
FDIC insurance program because the federal agency doesn't recognize
cryptocurrency as a legal tender and because they are not backed by
the government.
However, these crypto companies can hold cash in custodial accounts
at FDIC-insured banks, which will be protected by the agency should
the bank fail.
The $350 million cash held with MCB could be deployed by Voyager to
facilitate the reimbursement process. It said, "customers with USD
deposits in their account(s) will receive access to those funds
after a reconciliation and fraud prevention process is completed
with Metropolitan Commercial Bank."
About Voyager Digital
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through
its subsidiary Coinify ApS, Voyager provides crypto payment
solutions for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, as chief executive officer, the Debtor estimated
assets and liabilities between $1 billion and $10 billion.
The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy
counsel; BERKELEY RESEARCH GROUP, LLC, as financial advisor; MOELIS
& COMPANY as investment banker; and CONSELLO GROUP as strategic
financial advisor. STRETTO, INC., is the claims agent.
WIRELESS SYSTEMS: Wins Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized Wireless Systems Solutions
LLC to use cash collateral on an emergency basis in accordance with
the budget.
The Debtor needs to use cash collateral to pay ordinary operating
expenses as reflected on its proposed budget.
The Debtor has represented that a UCC search at the North Carolina
Secretary of State's web portal revealed the following UCC-1
filings which may reflect perfected liens on cash collateral:
a. File # 20200123929A recorded August 10, 2020, in favor of
U.S. Small Business Administration, 2 North Street, Suite 320,
Birmingham, AL 35203
b. File # 20200171957F recorded November 19, 2020, in favor of
CIT Bank, N.A., 10201 Centurion Parkway North, Suite 100,
Jacksonville, FL 32256.
c. File # 20210022796B recorded February 24, 2021, in favor of
CIT Bank, N.A., 10201 Centurion Parkway North, Suite 100,
Jacksonville, FL 32256.
d. File # 20210126133B recorded September 16, 2021, in favor
of Corporation Service Company, as representative, PO Box 2576,
Springfield, IL 62708.
The U.S. Small Business Administration and the Bankruptcy
Administrator have agreed to interim use of cash collateral.
As adequate protection, and to the extent that cash collateral is
used, the Potential Secured Creditors will receive a post-petition
lien on the Debtor's cash and inventory to the extent of the use
and to the extent that the pre-petition lien in the same type of
collateral was valid, perfected, enforceable, and non-avoidable as
of the petition date.
The Debtor's use of cash collateral will expire or terminate on the
earlier of: (i) the Debtor ceasing operations of its business; or
(ii) the non-compliance or default of the Debtor with any terms and
provisions of the Order.
The next hearing on the interim use of cash collateral is scheduled
for August 3, 2022 at 2 p.m. via Zoom.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3AR0UIb from PacerMonitor.com.
The Debtor projects $140,202 in total expenses for the period from
July 11 to August 10, 2022.
About Wireless Systems Solutions LLC
Wireless Systems Solutions LLC is a North Carolina Limited
Liability Company formed in 2015 with a principal offices and
assets in Cary, North Carolina, and Morrisville, North Carolina.
WSS is a designer and developer of multi-standard, frequency band
agnostic, cellular network solutions that leverage its expertise in
cellular and wireless communications technology at large. WSS is
able to offer a portfolio of products and platforms suitable for
multiple markets including defense, first-responders, utilities,
telcos, and general network infrastructure solutions.
WSS sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D.N.C. Case No. 22-00513-5) on March 9, 2022. In the
petition signed by Susan Gross, vice president, the Debtor
disclosed up to $10 million in assets and up to $10 billion in
liabilities.
William P. Janvier, Esq., at Stevens Martin Vaughn & Tadych, PLLC
is the Debtor's counsel.
YELLOW CORP: BlackRock Has 1.2% Equity Stake as of June 30
----------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of June 30, 2022, it
beneficially owns 632,410 shares of common stock of Yellow Corp,
representing 1.2 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/716006/000083423722010288/us9855101062_070822.txt
About Yellow Corporation
Yellow Corporation -- www.myyellow.com -- owns a comprehensive
logistics and less-than-truckload (LTL) network in North America
with local, regional, national, and international capabilities.
Through its teams of experienced service professionals, Yellow
Corporation offers flexible supply chain solutions, ensuring
customers can ship industrial, commercial, and retail goods with
confidence. Yellow Corporation, headquartered in Overland Park,
Kan., is the holding company for a portfolio of LTL brands
including Holland, New Penn, Reddaway, and YRC Freight, as well as
the logistics company HNRY Logistics.
Yellow Corp reported a net loss of $109.1 million for the year
ended Dec. 31, 2021, a net loss of $53.5 million for the year
ended
Dec. 31, 2020, and a net loss of $104 million for the year ended
Dec. 31, 2019. As of March 31, 2022, the Company had $2.41 billion
in total assets, $846.2 million in total current liabilities, $1.48
billion in long-term debt (less current portion), $86.3 million in
pension and postretirement, $103.5 million in operating lease
liabilities, $274.5 million in claims and other liabilities, and a
total shareholders' deficit of $386.9 million.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Silkwood Wines, Inc.
Bankr. E.D. Cal. Case No. 22-90217
Chapter 11 Petition filed July 4, 2022
See
https://www.pacermonitor.com/view/4RJNICQ/Silkwood_Wines_Inc__caebke-22-90217__0001.0.pdf?mcid=tGE4TAMA
represented by: David C. Johnston, Esq.
DAVID C. JOHNSTON
E-mail: david@johnstonbusinesslaw.com
In re Benzrent 7, LLC
Bankr. S.D. Fla. Case No. 22-15165
Chapter 11 Petition filed July 5, 2022
See
https://www.pacermonitor.com/view/P3CEDLQ/Benzrent_7_LLC__flsbke-22-15165__0001.0.pdf?mcid=tGE4TAMA
represented by: Joel Aresty, Esq.
JOEL M. ARESTY PA
E-mail: aresty@icloud.com
In re Leo Wheat, Jr.
Bankr. N.D. Ga. Case No. 22-20605
Chapter 11 Petition filed July 5, 2022
represented by: Ronica Scales, Esq.
In re Modern Art Group Inc.
Bankr. D.N.J. Case No. 22-15413
Chapter 11 Petition filed July 5, 2022
See
https://www.pacermonitor.com/view/KFD6T6Y/Modern_Art_Group_Inc__njbke-22-15413__0001.0.pdf?mcid=tGE4TAMA
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re L'Homme Furniture Inc.
Bankr. E.D.N.Y. Case No. 22-41596
Chapter 11 Petition filed July 5, 2022
See
https://www.pacermonitor.com/view/HFBGGLI/LHomme_Furniture_Inc__nyebke-22-41596__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael A. King, Esq.
MICHAEL A. KING, ESQ.
E-mail: Romeo1860@aol.com
In re Lazar Markovici
Bankr. E.D.N.Y. Case No. 22-41597
Chapter 11 Petition filed July 5, 2022
represented by: Leo Fox, Esq.
In re Tierra Adentro Restaurants LLC
Bankr. D.P.R. Case No. 22-01965
Chapter 11 Petition filed July 5, 2022
See
https://www.pacermonitor.com/view/WOJCCQI/TIERRA_ADENTRO_RESTAURANTS_LLC__prbke-22-01965__0001.0.pdf?mcid=tGE4TAMA
represented by: Javier Vilarino, Esq.
VILARINO & ASSOCIATES
E-mail: jvilarino@vilarinolaw.com
In re Tango Homes, LLC
Bankr. W.D. Tex. Case No. 22-50734
Chapter 11 Petition filed July 5, 2022
See
https://www.pacermonitor.com/view/ITSXYTA/Tango_Homes_LLC__txwbke-22-50734__0001.0.pdf?mcid=tGE4TAMA
represented by: William R. Davis, Jr., Esq.
LANGLEY & BANACK, INC.
E-mail: wrdavis@langleybanack.com
In re Angelena Donaree Pressley-Caffee
Bankr. S.D. Tex. Case No. 22-31905
Chapter 11 Petition filed July 5, 2022
represented by: Guajardo Jesus, Esq.
In re BCQK, LLC
Bankr. D. Colo. Case No. 22-12422
Chapter 11 Petition filed July 6, 2022
See
https://www.pacermonitor.com/view/WALXNXY/BCQK_LLC__cobke-22-12422__0001.0.pdf?mcid=tGE4TAMA
represented by: Aaron J. Conrardy, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
E-mail: aconrardy@wgwc-law.com
In re Charles Carver Stubblefield and Sarah Christine Stubblefield
Bankr. D. Colo. Case No. 22-12432
Chapter 11 Petition filed July 6, 2022
represented by: Kevin Neiman, Esq.
LAW OFFICES OF KEVIN S. NEIMAN, PC
Email: kevin@ksnpc.com
In re Mountain Recovery LLC
Bankr. D. Colo. Case No. 22-12421
Chapter 11 Petition filed July 6, 2022
See
https://www.pacermonitor.com/view/M6WEKRY/Mountain_Recovery_LLC__cobke-22-12421__0001.0.pdf?mcid=tGE4TAMA
represented by: Aaron J. Conrardy, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
E-mail: aconrardy@wgwc-law.com
In re Karen Corbin
Bankr. N.D. Ill. Case No. 22-07509
Chapter 11 Petition filed July 6, 2022
represented by: Robert Benjamin, Esq.
GOLAN CHRISTIE TAGLIA LLP
Email: rrbenjamin@gct.law
In re Odonata Ltd.
Bankr. S.D.N.Y. Case No. 22-10946
Chapter 11 Petition filed July 6, 2022
See
https://www.pacermonitor.com/view/NIXYGXA/Odonata_Ltd__nysbke-22-10946__0001.0.pdf?mcid=tGE4TAMA
represented by: Douglas Pick, Esq.
PICK & ZABICKI LLP
E-mail: dpick@picklaw.net
In re Kimberly H. Greene
Bankr. E.D.N.C. Case No. 22-01480
Chapter 11 Petition filed July 6, 2022
represented by: Danny Bradford, Esq.
In re John C Holton, III
Bankr. M.D. Fla. Case No. 22-01356
Chapter 11 Petition filed July 7, 2022
represented by: Byron Wright, Esq.
In re Worldwind Investment Group LLC
Bankr. S.D. Fla. Case No. 22-15207
Chapter 11 Petition filed July 7, 2022
See
https://www.pacermonitor.com/view/ZJKJBMQ/Worldwind_Investment_Group_LLC__flsbke-22-15207__0001.0.pdf?mcid=tGE4TAMA
represented by: Peter Spindel, Esq.
PETER SPINDEL, ESQ. P.A.
E-mail: peterspindel@gmail.com
In re Margaret Mankovsky
Bankr. D.N.J. Case No. 22-15444
Chapter 11 Petition filed July 7, 2022
represented by: David Stevens, Esq.
In re Ashley Yvette Snyder
Bankr. S.D. Tex. Case No. 22-80122
Chapter 11 Petition filed July 7, 2022
In re Avinash Singh
Bankr. E.D. Cal. Case No. 22-90225
Chapter 11 Petition filed July 8, 2022
In re Double J Playscapes & Construction Inc.
Bankr. E.D. Mich. Case No. 22-31013
Chapter 11 Petition filed July 8, 2022
See
https://www.pacermonitor.com/view/PZMIWTY/Double_J_Playscapes__Construction__miebke-22-31013__0001.0.pdf?mcid=tGE4TAMA
represented by: George E. Jacobs, Esq.
BANKRUPTCY LAW OFFICES
E-mail: george@bklawoffice.com
In re 11442 196 Street LLC
Bankr. E.D.N.Y. Case No. 22-41645
Chapter 11 Petition filed July 8, 2022
See
https://www.pacermonitor.com/view/PUO4ZDQ/11442_196_Street_LLC__nyebke-22-41645__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Virginia My Home LLC
Bankr. W.D. Va. Case No. 22-70406
Chapter 11 Petition filed July 8, 2022
See
https://www.pacermonitor.com/view/J5LYKXA/Virginia_My_Home_LLC__vawbke-22-70406__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Glenn Aaron Dspain and Karen Marie Dspain
Bankr. D. Ariz. Case No. 22-04499
Chapter 11 Petition filed July 11, 2022
represented by: Joseph Gregory Urtuzuastegui, III, Esq.
WINSOR LAW GROUP, PLC
E-mail: Joe@winsorlaw.com
In re Keith M. Scriven
Bankr. E.D. Pa. Case No. 22-11818
Chapter 11 Petition filed July 11, 2022
represented by: Ronald McNeil, Esq.
*********
Monday's edition of the TCR delivers a list of indicative prices
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