/raid1/www/Hosts/bankrupt/TCR_Public/220809.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, August 9, 2022, Vol. 26, No. 220
Headlines
37 VENTURES: Alignment Says Amended Plan Still Unconfirmable
ACCESS CIG: $100MM Incremental Debt No Impact on Moody's B3 CFR
AGWAY FARM: Gets OK to Hire Morris James as Local Delaware Counsel
AGWAY FARM: Taps Focus Management Group USA as Financial Advisor
AGWAY FARM: Taps Shulman Bastian Friedman & Bui as Lead Counsel
AIR FLIGHT: Unsecureds Will Get 3.04% of Claims in 5 Years
BASIC ENERGY: Can't Discharge Claims, Says U.S. Trustee
BASIC ENERGY: U.S. Trustee Opposes Combined Disclosure & Plan
BERWICK CLINIC: PCO Reports Decline in Patient Care Quality
BOXVANA LLC: Lite Pan Distributor Files Subchapter V Case
BOXVANA LLC: Wins Interim Use of Cash Collateral
BOY SCOUTS: Key Bankruptcy Ruling Traces History to Portland
BRAZOS ELECTRIC: Loses Bid to Recoup $92 Mil. for Gas Gouging
CAST & CREW: Moody's Ups CFR to B2 & Secured First Lien Debt to B1
CENTURI GROUP: S&P Retains 'B+' ICR on CreditWatch Developing
COLONIAL GATE: Further Fine-Tunes Plan Documents
CONDADO ROYAL: Claims Will be Paid from Consigned Funds
DIOCESE OF CAMDEN: Insurers Claim Right to Challenge Victim Claims
DIOCESE OF CAMDEN: UST Asks Judge to Disqualify Trenk Isabel
EDUCATIONAL TRAVEL: UST Appoints Eiler as Subchapter V Trustee
ENDLESS POSSIBILITIES: Gets Final Cash Collateral Access
FEI HUANG LLC: Ohio Shopping Strip Files for Chapter 11
FIGUEROA MOUNTAIN: Court OKs Tenth Cash Collateral Stipulation
FORESIGHT ACQUISITIONS: Wins Cash Collateral Access Thru Aug 31
FREE SPEECH SYSTEMS: Gets Court Okay to Use Disputed Cash
FREE SPEECH: Alex Jones Must Pay $4.11 Mil. in Sandy Hook Case
FREE SPEECH: Wins Interim Cash Collateral Access
GANDYDANCER LLC: Financing & Litigation Proceeds to Fund Plan
GCM MINING: S&P Alters Outlook to Positive, Affirms 'B+' ICR
GENAPSYS INC: Bankruptcy Loan on Hold Due To Pending Dismissal Call
GETSWIFT TECHNOLOGIES: In Chapter 11 for $4.5M Sale to Stage Equity
GISSING NORTH AMERICA: In Chapter 11 with Support from Automakers
GISSING NORTH: Case Summary & 20 Largest Unsecured Creditors
GOLD STANDARD BAKING: Court Approves Going-Concern Sale
GOLD STANDARD: Gets OK to Hire Klehr Harrison Harvey as Counsel
GOLD STANDARD: Taps Houlihan Lokey Capital as Investment Banker
GOLD STANDARD: Taps John Young of Riveron Management as CRO
GOLD STANDARD: Taps Omni Agent Solutions as Administrative Agent
GRUPO AEROMEXICO: Workers Union Wants Court to Hear Vote Suit
HAMILTON PROJECTS: Moody's Alters Ratings Outlook to Positive
HEARTBRAND HOLDINGS: Akaushi Beef Maker Seeks Chapter 11
HENRY COUNTY HEALTH CARE AUTHORITY: S&P Affirms 'BB+' Bonds Rating
INNOVATIVE CHEMICAL: S&P Alters Outlook to Neg., Affirms 'B-' ICR
IRI HOLDINGS: Moody's Withdraws 'B3' CFR Following Debt Repayment
KDR SUPPLY: Continued Operations to Fund Plan Payments
LASHLINER INC: Case Summary & Nine Unsecured Creditors
LEASE INVESTMENT: Claim Filing Deadline Set for Sept. 29
LINKMEYER PROPERTIES: Sept. 12 Plan Confirmation Hearing Set
MALLINCKRODT PLC: Attorneys Get $13M in Fees for Securities Deal
MPX INTERNATIONAL: Cannabis Company Files Under CCAA
OBSIDIAN ENERGY: DBRS Finalizes B(high) Issuer Rating
OSG GROUP: Seeks Cash Collateral Access, $26 MM DIP Loan
PARETEUM CORP: Unsecureds' Recovery "TBD" in Liquidating Plan
PARKLAND CORP: S&P Raises Unsecured Debt Rating to 'BB'
PAVERS INC: Case Summary & 20 Largest Unsecured Creditors
PEOPLE SPEAK: Sept. 1 Disclosure Statement Hearing Set
PLAYER'S POKER: Unsecureds Will Get 30% of Claims in 3 Years
PMC PARTNERS: Starts Chapter 11 Subchapter V Case
PROFRAC HOLDINGS II: Moody's Rates Delayed Draw Term Loan 'B2'
REVLON INC: Davis Polk Advises Lenders in Chapter 11, DIP Loan
ROCKY MOUNTAIN: Wins Cash Collateral Access Thru Sept 30
SENIOR CARE LIVING: Wins Cash Collateral Access Thru Aug 22
SPEAKEASY CANNABIS: To Restructure Under CCAA; CM&C as Monitor
STL HOLDING: S&P Raises Senior Unsecured Notes Rating to 'B+'
TRADER CORP: Moody's Alters Outlook on 'B2' CFR to Negative
TREETOP DEVELOPMENT: Mohamed Hadid Property Seeks Chapter 11
TRX HOLDCO: Wins Cash Collateral Access Thru Aug 28
UPLAND SOFTWARE: S&P Alters Outlook to Negative, Affirms 'B' ICR
VAL PROPERTIES: WesBanco Bank Says Amended Disclosure Insufficient
VOYAGER DIGITAL: Chapter 11 Moving Too Fast, Say Texas Regulator
VOYAGER DIGITAL: Gets Multiple Bids Higher Than FTX Offer
WATCHGUARD TECHNOLOGIES: Moody's Assigns First Time 'B3' CFR
WATER WIND: Ground Lease of Property Sale Proceeds to Fund Plan
WEIRD VENDING: Vending Machine Company Seeks Chapter 11
WOODFORD EXPRESS: S&P Places 'B' ICR on CreditWatch Positive
ZOHAR FUNDS: Investor Clear on Strategy, Tilton Tells Jury
[*] Cohen Seglias Launches Creditors' Rights & Bankruptcy Group
[^] Large Companies with Insolvent Balance Sheet
*********
37 VENTURES: Alignment Says Amended Plan Still Unconfirmable
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Alignment Debt Holdings 1, LLC, as Agent for Atmedia Investor II,
LLC, filed a supplemental objection to confirmation of the fourth
amended chapter 11 plan of reorganization filed by Debtors 37
Ventures LLC and Larada Sciences, Inc.
Alignment notes that the Amended Plan, unlike prior iterations to
which Alignment submitted comprehensive objections, appears close
to satisfying the requirements for confirmation. While this is the
product primarily of good fortune – as 37 Ventures benefited from
a timely transaction related to a non-debtor portfolio company
–the Debtors have nonetheless made noteworthy strides and the
Amended Plan reflects substantial progress that has been made.
Alignment states that certain aspects of the Amended Plan, however,
remain objectionable, and the Court should require the Debtors to
make further amendments and/or corrections.
Alignment raises two primary issues with respect to confirmation of
the Amended Plan: (1) the Amended Plan fails to provide Alignment,
on account of its now oversecured claim against Larada, with
appropriate post-petition interest and fees, and (2) the Amended
Plan now requires that, in order to receive from 37 Ventures
payment of the balance of Alignment's claim against Larada,
Alignment must execute certain subrogation agreements, which were
not filed with the Court as part of the Amended Plan.
Alignment is now an oversecured creditor of Larada with respect to
the first issue, having received payments from 37 Ventures that
reduced the balance of Alignment's secured claim to less than the
value of Larada's assets (i.e., Alignment's collateral). Alignment
is accordingly entitled to post-petition fees, costs and interest
under the terms of its loan documents, from at least June 22, 2022,
the date when Alignment became oversecured.
Because the Amended Plan, as currently drafted, fails to provide
for such fees, costs and interest, it cannot be confirmed. Such
fees and interest are of particular importance here, given that the
timing of distributions under the Amended Plan may be entirely
illusory, as the Amended Plan provides that claims do not become
Allowed until 180 days after the Effective Date, even if no
objections have been filed with respect to such claims.
Alignment asserts that with respect to the second issue,
subrogation, it should be noted that there is no requirement –
under the Code or applicable non-bankruptcy law – that Alignment
execute any such documents at all. Nevertheless, in principle
Alignment is not opposed to executing reasonable documents to
memorialize and clarify whatever subrogation rights 37 Ventures
should obtain once it actually pays the full balance of Alignment's
claim against Larada. Accordingly, the Amended Plan cannot be
confirmed unless and until those documents have been fully agreed
by both Alignment and 37 Ventures.
Alignment further asserts that the Amended Plan is not yet
confirmable, the distance between the parties has been
substantially narrowed and the gap can be bridged through common
sense solutions and compromise. Alignment respectfully asks the
Court to deny confirmation until the remaining defects in the
Amended Plan are addressed.
A full-text copy of Alignment's objection dated August 2, 2022, is
available at https://bit.ly/3Sug0d2 from PacerMonitor.com at no
charge.
Attorneys for Alignment Debt:
Eric Goldberg (SBN 157544)
DLA PIPER LLP (US)
2000 Avenue of the Stars
Suite 400 North Tower
Los Angeles, California 90067-4704
Tel: 310.595.3000
Fax: 310.595.3300
Email: eric.goldberg@us.dlapiper.com
Craig Tighe, Esq.
DLA PIPER LLP (US)
2000 University Avenue
East Palo Alto, CA 94303-2214
Tel: 650.833.2000
Fax: 650.833.2001
craig.tighe@us.dlapiper.com
About 37 Ventures
37 Ventures, LLC, a company based in Thousand Oaks, Calif., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 21-10261) on March 18, 2021. Its affiliate, Larada
Sciences, Inc., a Utah-based company that owns and operates clinics
dedicated to head lice prevention and treatment, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 21-10269) on March 19, 2021.
The cases are jointly administered under Case No. 21
10261. Judge Deborah J. Saltzman oversees the cases.
In their petitions, 37 Ventures and Larada Sciences disclosed
assets of between $1 million and $10 million and liabilities of
between $10 million and $50 million.
Levene Neale Bender Yoo & Brill, LLP serves as 37 Ventures' legal
counsel. Larada Sciences tapped Cohne Kinghorn, PC as bankruptcy
counsel, Zolkin Talerico LLP as local counsel, and Rocky Mountain
Advisory, LLC as financial advisor.
ACCESS CIG: $100MM Incremental Debt No Impact on Moody's B3 CFR
---------------------------------------------------------------
Moody's Investors Service said Access CIG, LLC's announced plan to
add $100 million of debt, to be used for general corporate purposes
and to fund future acquisitions, will modestly increase the
company's debt-to-EBITDA to 8.6x from 8.1x as of March 31, 2022,
and is therefore a negative credit development. However, this
transaction will not result in changes to the company's B3
corporate family rating, other ratings or the stable outlook at
this time since Access' financial leverage remains within
expectations for the rating. The B2 rating assigned to the senior
secured first-lien credit facility due 2025 (revolver expires 2024)
, and the Caa2 assigned to the senior secured second lien-term loan
due 2026 are also not affected.
Access plans to amend its existing first-lien credit facility and
add an incremental first lien term loan of $100 million. The
anticipated pricing on the add-on term loan is very attractive
relative to the current market rates, SOFER+475 with 96.5 OID, but
well above the pricing terms in the original loan agreement.
Following this transaction, Access will have $122.5 million of
additional incremental debt capacity under the free and clear
basket in the first-lien credit agreement.
This is Access' second incremental debt issuance in less than one
year. In late 2021, the company raised an incremental $75 million
first-lien term loan for general corporate purposes and to fund
acquisitions.
Moody's considers the transaction moderately credit negative
because it further increases Access' already very high debt load.
Moody's notes Access' debt capital structure is entirely comprised
of floating rate debt, which will pressure cash flows in the midst
of rising interest rate environment. Although leverage is expected
to remain high and anticipated free cash flow will be limited over
the next 12-18 months, Access has a track record of successful
execution of its roll-up strategy by acquiring businesses at or
below current leverage levels and realizing cost synergies quickly.
Furthermore, the transaction provides incremental liquidity to the
business during times of economic uncertainty, which helps balance
Moody's concerns with respect to anticipated negative free cash
flow generation over the next 12-15 months.
Despite the negative credit implications, Access' operating
performance has been solid in the first half of 2022 as all major
revenue segments showed strong business recovery from the pandemic.
Moody's expects Access' topline will expand organically in the
low-to-mid single-digit percentage range over the next 12-18
months, which combined with the company's very strong EBITDA
margins, will result in debt-to-EBITDA declining towards the low-8x
range by the end of 2023.
Access, headquartered in Boston, MA and controlled by affiliates of
financial sponsors Berkshire Partners and GI Partners, provides
records and information management services primarily to the SME
segment in the U.S., Canada, and Latin America. Moody's expects the
company to generate revenue in excess of $450 million in fiscal
2022.
AGWAY FARM: Gets OK to Hire Morris James as Local Delaware Counsel
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Agway Farm & Home Supply, LLC received approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Morris
James, LLP as its local Delaware counsel.
The firm's services include:
a. providing legal advice with respect to the Debtor's powers
and duties in the continued operation of its business, management
of its properties and related matters;
b. preparing and pursing confirmation of a plan and approval of
disclosure statement;
c. preparing legal papers;
d. appearing in court; and
e. performing all other legal services for the Debtor that may
be necessary and proper in its Chapter 11 proceedings.
Morris James will be paid at these rates:
Partners $675 to $750 per hour
Associates $395 per hour
Paralegals $295 per hour
The firm will also be reimbursed for its out-of-pocket expenses.
The retainer fee is $135,000.
Jeffrey Waxman, Esq., a partner at Morris James, 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:
Jeffrey R. Waxman, Esq.
Brya M. Keilson, Esq.
Morris James, LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Facsimile: (302) 571-1750
Email: jwaxman@morris.james.com
bkeilson@morrisjames.com
About Agway Farm & Home Supply
Agway Farm & Home Supply LLC -- https://www.agway.com/ -- is a
one-stop shop for lawn, garden, bird, pet and farm products. It is
based in Richmond, Va.
Agway Farm & Home Supply sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10602) on July 6,
2022, listing $10 million to $50 million in both assets and
liabilities. Jay Quickel, president and chief executive officer,
signed the petition.
Judge John T. Dorsey oversees the case.
The Debtor tapped Shulman Bastian Friedman & Bui, LLP as lead
bankruptcy counsel; Morris James, LLP as local Delaware counsel;
and Focus Management Group USA, Inc. as financial advisor. Stretto,
Inc. is the claims and noticing agent and administrative advisor.
AGWAY FARM: Taps Focus Management Group USA as Financial Advisor
----------------------------------------------------------------
Agway Farm & Home Supply, LLC received approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Focus
Management Group USA, Inc. as financial advisor.
The firm's services include:
a. assisting in the preparation of cash forecasts, budgets,
projections and other documents;
b. reviewing, preparing and assisting in analyzing the Debtor's
business plans, cash flow projections, restructuring programs, and
other reports or analyses prepared by the Debtor or its
professionals in order to advise the Debtor on the viability of the
continuing operations and the reasonableness of projections and
underlying assumptions;
c. assisting the Debtor in preparing statement of financial
affairs, bankruptcy schedules and monthly operating reports;
d. reviewing, evaluating and analyzing the financial
ramifications of proposed transactions for which the Debtor seeks
bankruptcy court approval, including, but not limited to, cash
management, assumption or rejection of real property leases and
other contracts, asset sales, management compensation, and
retention or severance plans;
e. reviewing, evaluating and analyzing the Debtor's internally
prepared financial statements and related documentation in order to
evaluate the performance of the Debtor as compared to projected
results on an ongoing basis;
f. attending meetings with the Debtor, the Debtor's legal
counsel and other financial advisors, and representatives of the
unsecured creditors' committee;
g. assisting the Debtor and its legal counsel in the
development, evaluation and documentation of any plans or strategic
transactions;
h. rendering testimony, as required;
i. coordinating operations of the Debtor with its management and
legal counsel, and assisting management in monitoring and reporting
thereon to the bankruptcy court and all interested parties; and
j. providing other general business consulting services.
The firm will be paid at these rates:
Managing Directors $475 per hour
Business Analysts $350 per hour
After deducting all fees and expenses previously billed for Focus
Management Group's pre-bankruptcy services from the $241,898.68
amount that has been paid to the firm, $58,505.00 remains as a
retainer.
Michael Dolan, chief operating officer at Focus Management Group,
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 Doland
Focus Management Group USA, Inc.
30725 US HWY 19N PMB 330
Palm Harbor, FL 34684
Tel: (813) 281-0062
Fax: (813) 281-0063
Email: m.doland@focusmg.com
About Agway Farm & Home Supply
Agway Farm & Home Supply LLC -- https://www.agway.com/ -- is a
one-stop shop for lawn, garden, bird, pet and farm products. It is
based in Richmond, Va.
Agway Farm & Home Supply sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10602) on July 6,
2022, listing $10 million to $50 million in both assets and
liabilities. Jay Quickel, president and chief executive officer,
signed the petition.
Judge John T. Dorsey oversees the case.
The Debtor tapped Shulman Bastian Friedman & Bui, LLP as lead
bankruptcy counsel; Morris James, LLP as local Delaware counsel;
and Focus Management Group USA, Inc. as financial advisor. Stretto,
Inc. is the claims and noticing agent and administrative advisor.
AGWAY FARM: Taps Shulman Bastian Friedman & Bui as Lead Counsel
---------------------------------------------------------------
Agway Farm & Home Supply, LLC received approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Shulman
Bastian Friedman & Bui, LLP as its lead bankruptcy counsel.
The firm's services include:
a. advising the Debtor regarding its rights, powers, duties and
obligations in the administration of the case, the management of
its business affairs and the management of its property;
b. advising the Debtor regarding its legal rights and
responsibilities under the Bankruptcy Code and the Federal Rules of
Bankruptcy Procedure;
c. preparing legal papers;
d. advising and assisting the Debtor with respect to compliance
with the requirements of the Office of the U.S. trustee;
e. advising the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor with respect to its
assets and with respect to the claims of creditors;
f. taking all actions in connection with a Chapter 11 plan and
related documents;
g. appearing at court hearings; and
h. performing all other necessary legal services for the
Debtor.
Shulman will be paid at these rates:
Partners $525 to $695 per hour
Associates $300 per hour
Paralegals $250 per hour
The firm will also be reimbursed for its out-of-pocket expenses.
Alan Friedman, Esq., a partner at Shulman, 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:
Alan J. Friedman, Esq.
Shulman Bastian Friedman & Bui LLP
100 Spectrum Center Drive, Suite 600
Irvine, CA 92618
Tel: (949) 427-1654
Fax: (949) 340-3000
Email: afriedman@shulmanbastian.com
About Agway Farm & Home Supply
Agway Farm & Home Supply LLC -- https://www.agway.com/ -- is a
one-stop shop for lawn, garden, bird, pet and farm products. It is
based in Richmond, Va.
Agway Farm & Home Supply sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10602) on July 6,
2022, listing $10 million to $50 million in both assets and
liabilities. Jay Quickel, president and chief executive officer,
signed the petition.
Judge John T. Dorsey oversees the case.
The Debtor tapped Shulman Bastian Friedman & Bui, LLP as lead
bankruptcy counsel; Morris James, LLP as local Delaware counsel;
and Focus Management Group USA, Inc. as financial advisor. Stretto,
Inc. is the claims and noticing agent and administrative advisor.
AIR FLIGHT: Unsecureds Will Get 3.04% of Claims in 5 Years
----------------------------------------------------------
Air Flight, Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Florida a Disclosure Statement in support of
Chapter 11 Plan of Reorganization.
The Debtor is a Florida Subchapter S corporation originally founded
in 1987 when it registered with the State of Florida. Christopher
Allen, the President and 100% shareholder, bought the Company in
2010.
The Debtor is in the business of offering private air charter
services, of which 95% of the Debtor's business is to the Bahamas.
The Debtor operates twin piston Cessna 402 aircraft.
The Debtor has reduced payroll by employing a part-time Director of
Operations and using the Chief Pilot as the Chief Operating
Officer. While business will drop for months of August-October,
Debtor believes that sufficient business has returned due to pent
up demand for travel based on advanced bookings, including a large
wedding party booking flights for this December, to remain
sufficiently profitable to meet the proposed plan which requires
$9,225.63 per month for average monthly cashflow.
The Debtor's Plan is comprised of 2 classes and 2 priority claims.
The 2 priority claims are as follows:
* Internal Revenue Service ("IRS") in the amount of $23,811.11
of which $3,682.74 is unsecured (POC #2-5). The IRS priority claim
of $20,128.37 will be paid over approximately 38 months with
statutory interest of 4% with a monthly payment of $564.83. The
balance of $3,682.74 will be treated in Class 2.
* Florida Department of Revenue ("FDOR") in the amount of
$1,625.61 of which $225.00 is unsecured. The FDOR priority claim in
the amount of $1,400.61 will be paid in full on the Effective Date.
The balance of $225.00 will be treated in Class 2.
Class 1 consists of the secured claim of First National Bank. On or
about August 4, 2015 Debtor entered into a loan agreement with
Yadkin Bank (now First National by merger) for the amount of
$1,284,000.00. The loan is secured by a UCC-1 on three Cessna
planes (N402JH; N402PA; N55LP) and all property of the Debtor. The
agreed total amount of the secured claim is $400,000.00, and the
unsecured claim is set at $295,869.00. First National Bank will
receive 100% of its secured claim through 60 monthly payments with
4.5% interest. Payments will be $7,457.21 per month.
Class 2 consists of all allowed unsecured general claims. There are
8 allowed general unsecured claims totaling $395,196.59. The bar
date for claims was April 13, 2021. Class 2 creditors shall receive
a total distribution in the amount of $12,000.00 or 3.04% of the
allowed claims (the "Plan Payments"). The Plan Payments will be
made over 5 years in 20 quarterly payments of $600.00 each
commencing 30 days after the Plan Effective Date. This class is
impaired.
The funds to make the Plan payments will come from the Debtor's
operations. To the extent that the Debtor wishes to prepay any
amounts due under the Plan from exempt assets or other third-party
sources, the Debtor reserves the right to do so without penalty and
to seek the entry of a final decree closing this case. The Debtor,
as reorganized, will retain and will be revested in all property of
the Estate, excepting property which is to be sold or otherwise
disposed of, executory contracts which are rejected pursuant to the
Plan and property transferred to Creditors of the Debtor pursuant
to the expressed terms hereof. The retained property shall be used
by the Debtor in the ordinary course of Debtor's business
operations.
A full-text copy of the Disclosure Statement dated August 2, 2022,
is available at https://bit.ly/3vIC6Pc from PacerMonitor.com at no
charge.
Attorney for Debtor:
Chad T. Van Horn, Esq.
Van Horn Law Group, Inc.
330 N. Andrews Ave., Suite 450
Fort Lauderdale, FL 33301
Tel: (954) 765-3166
Email: Chad@cvhlawgroup.com
About Air Flight, Inc.
Air Flight, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 21-11039) on Feb. 2, 2021, disclosing under $1
million in both assets and liabilities.
Judge Peter D. Russin oversees the case.
The Debtor is represented by Van Horn Law Group, Inc.
BASIC ENERGY: Can't Discharge Claims, Says U.S. Trustee
-------------------------------------------------------
The U.S. Trustee's Office has told a Texas bankruptcy judge that
Basic Energy Services needs to cut claims release language from its
liquidating plan before it can distribute the proceeds of its asset
sale to its creditors.
In an objection filed Aug. 2, 2022, the U.S. Trustee said the Court
can't approve the release and discharge provisions in the
bankruptcy plan Basic submitted in June.
"The Bankruptcy Code provides that confirmation of a plan providing
for the liquidation of all or substantially all of a debtor's
property does not discharge such debtor from any debts that arose
before confirmation of the plan. 11 U.S.C. Sec. 1141(d)(3). The
Liquidation Plan in this case provides for the liquidation of all
the Debtors' property. Therefore, these Debtors are not eligible
for a discharge under the Bankruptcy Code," the U.S. Trustee said.
The Liquidation Plan, however, provides that the Debtors do receive
a discharge and the benefit of a discharge injunction for debts
that arose before confirmation of the Liquidation Plan. Because
these provisions violate the Bankruptcy Code, this Liquidation Plan
cannot be confirmed
as written. Consequently, the Court should not confirm the plan
unless the Debtors remove the discharge related provisions so that
the Liquidation Plan complies with 11 U.S.C. Sec. 1141(d)(3),
thereby satisfying the requirements of 11 U.S.C. Sec. 1129(a)(1)."
As reported in the TCR, the Debtors have sold substantially all of
their assets for $100 million. The Debtors' Plan provides for the
distribution of certain proceeds from such sales, as well as the
distribution of other cash, and the creation of a liquidating trust
that will administer and liquidate all remaining property of the
Debtors, including causes of action. The Debtors believe that
recovery from the D&O Actions could result in as much as $50
million in incremental distributable value to the Estate. Under
the Plan, holders of Class 8 General Unsecured Claims totaling
$157.99 million are projected to recover 0.4% to 3.8% of their
claims.
About Basic Energy Services
Basic Energy Services, Inc. -- http://www.basices.com/-- provides
wellsite services essential to maintaining production from the oil
and gas wells within its operating areas. Its operations are
managed regionally and are concentrated in major United States
onshore oil-producing regions located in Texas, California, New
Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota,
Colorado and Montana. Specifically, Basic Energy Services has a
significant presence in the Permian Basin, Bakken, Los Angeles and
San Joaquin Basins, Eagle Ford, Haynesville and Powder River
Basin.
Basic Energy Services and 12 affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 21-90002) on Aug. 17,
2021. As of March 31, 2021, Basic Energy disclosed total assets of
$331 million and debt of $549 million.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel,
Alixpartners LLP as restructuring advisor, and Lazard Freres &
Company as financial advisor. Prime Clerk is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases. Snow &
Green, LLP and Brown Rudnick, LLP serve as the committee's legal
counsel.
* * *
C&J Well Services had been owned by Fort Worth-based Basic Energy
Services Inc., which last 2021 paid about $94 million for its
California operations. Dallas-based Berry bought it out of Basic's
bankruptcy case, effective Oct. 1, 2021 for about $43 million.
Already under Berry's control, C&J will formally become a
subsidiary of the oil producer by Nov. 1, 2021 and its 910
employees -- 97 percent of its payroll under Basic -- will join
Berry's 347 employees engaged in oil exploration and production.
BASIC ENERGY: U.S. Trustee Opposes Combined Disclosure & Plan
-------------------------------------------------------------
Kevin M. Epstein, the United States Trustee for Region 7, objects
to the Combined Disclosure Statement and Joint Plan of Basic Energy
Services, Inc. and its Affiliated Debtors.
The United States Trustee claims that even though the Liquidation
Plan triggers all the requirements of 11 U.S.C. Sec. 1141(d)(3),
thereby limiting Debtors from receiving a discharge, certain
provisions of the Liquidation Plan impermissibly seek to discharge
and permanently enjoin the claims of the Affected Classes in
violation of 11 U.S.C. Sec. 1141(d)(3).
The United States Trustee asserts that the provisions stating that
Holders of Claims in certain classes are receiving distributions
under the Liquidation Plan in full and final satisfaction,
compromise, settlement and release of those claims operate as a
discharge in violation of 11 U.S.C. Sec. 1141(d)(3). Those
provisions tell creditors that they take the money given to them
under the plan and give up their rights against the Debtors.
The United States Trustee further asserts that the provisions that
also state that Holders of Claims receive distributions in full and
final satisfaction, settlement, release and discharge of, and in
exchange for any amount the Debtors owe them explicitly state they
discharge the Debtors in violation of 11 U.S.C. Sec. 1141(d)(3).
Similarly, Article V.B.2 explicitly provides that the Debtors
receive a discharge from creditors in Classes 7 and 8 (who are
estimated to receive a distribution of 0.4% to 3.8% of their
claims) in violation of 11 U.S.C. Sec. 1141(d)(3).
Finally, Article IX.F.5 performs the same function as the discharge
injunction under 11 U.S.C. Sec. 524. 11 U.S.C. Sec. 524(a)(2) and
(3) describe the effect of a discharge as operating as an
injunction against the commencement or continuation of an action,
the employment of process, or an act to collect, recover or offset
debts and liabilities of a debtor or against property of a debtor.
11 U.S.C. Sec.524(a)(2) and (3). Article IX.F.5 prohibits entities
with claims from taking any action to collect on their debt.
About Basic Energy Services
Basic Energy Services, Inc. -- http://www.basices.com/ --
provides wellsite services essential to maintaining production from
the oil and gas wells within its operating areas. Its operations
are managed regionally and are concentrated in major United States
onshore oil-producing regions located in Texas, California, New
Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota,
Colorado and Montana. Specifically, Basic Energy Services has a
significant presence in the Permian Basin, Bakken, Los Angeles and
San Joaquin Basins, Eagle Ford, Haynesville and Powder River
Basin.
Basic Energy Services and its subsidiaries sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17,
2021. As of March 31, 2021, Basic Energy disclosed total assets of
$331 million and debt of $549 million.
Judge David R. Jones oversees the cases.
The Debtors tapped Jackson Walker LLP as bankruptcy counsel, Gray
Reed & McGraw LLP as special counsel, Alixpartners LLP as
restructuring advisor, Lazard Freres & Company as investment
banker, and Province, LLC as financial advisor. Prime Clerk is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green,
LLP and Brown Rudnick, LLP serve as the committee's legal counsel.
Riveron RTS, LLC is the committee's financial advisor.
BERWICK CLINIC: PCO Reports Decline in Patient Care Quality
-----------------------------------------------------------
Deborah L. Fish, the Patient Care Ombudsman for Berwick Clinic
Company LLC, filed with the U.S. Bankruptcy Court for the Eastern
District of Michigan a second report for the period July 29 to
August 5, 2022, regarding the Debtor's health care facility.
As stated in the First Report, as a result of the closure of the
Debtor's clinic, the quality of patient care provided declined
significantly or was otherwise being materially compromised since
the bankruptcy filing. These patients are now scrambling to obtain
new providers, fill prescriptions and obtain their medical
records.
The PCO noted that the Debtor negotiated with Dr. John Guerriero to
provide services to the closed clinics' patients and he agreed to
(i): contact patients with pending lab results to provide the
results and order follow-up diagnostics, if necessary; (ii) fill
all non-controlled substance medications for the clinic patients;
and (iii) provide only one 30-day prescription for controlled
substances.
Although the Debtor is working to address the issues related to the
clinic closures, these remain as general patient concerns:
* Issues relating to notice of closure, most of the patients
heard via newspaper or social media, primarily face book although
some may not know yet.
* Issues relating to patient support options and alternative
providers.
* How will the elderly patients be communicated with and what
additional support, if any, will they be given.
As for the remaining clinic, the vascular clinic continues to
deliver the same quality of care as it did pre-petition without any
interruption in care or of service.
A copy of the Ombudsman Report is available for free at
https://bit.ly/3QsWX0V from PacerMonitor.com.
The Ombudsman may be reached at:
Deborah L. Fish
Allard & Fish, P.C
1001 Woodward Avenue, Suite 850
Detroit, MI 48226
Telephone: 313-309-3171
E-mail: dfish@allardfishpc.com
About Berwick Clinic Company
Berwick Clinic Company, LLC operates a health care business.
Berwick Clinic Company filed Chapter 11 petition (Bankr. E.D. Mich.
Case No. 22 45589) on July 18, 2022.
In the petition signed by Priyam Sharma, principal, the Debtor
disclosed $100,000 to $500,000 in assets and $1 million to $10
million in liabilities.
Judge Lisa S. Gretchko oversees the case. Robert Bassel, Esq., is
the Debtor's counsel.
BOXVANA LLC: Lite Pan Distributor Files Subchapter V Case
---------------------------------------------------------
Boxvana LLC filed for chapter 11 protection in the Eastern District
of Kentucky. The Debtor filed as a small business debtor seeking
relief under Subchapter V of Chapter 11 of the Bankruptcy Code.
The Debtor's principal office is located at 354 Honey Branch
Industrial Park in Debord, Martin County, Kentucky, where it leases
a 55,000 square foot warehouse and office space from the Martin
County Economic Development Authority.
The Debtor is an exclusive North America provider of Lite Pan(R), a
proprietary, high-performance composite which is light weight,
re-usable and durable. The material is used to build sustainable
housing, roofs and a wide variety of structures and structural
components.
The Debtor has invested substantial sums to acquire materials and
build models for sale to the public and has pending proposals to
manufacture specialized units for customers.
The Debtor currently employs 9 salaried employees and 3 hourly
employees, who are paid bi-weekly with an approximate gross payroll
of $37,000 every two weeks. The Debtor has fallen behind on
payment of employee withholding taxes and owes the U.S. Internal
Revenue Service approximately $235,000 and the Kentucky Department
of Revenue approximately $51,000, as well as lesser amounts to the
Ohio and Pennsylvania taxing authorities.
The Debtor is the borrower under a promissory note in the amount of
$425,000 from Traditional Bank, which claims a security interest in
the Debtor's inventory, chattel paper, accounts, equipment and
general intangibles. The Debtor has borrowed the full amount of
the note, which matures in January of 2023.
The Debtor also fell behind in its payments under the lease with
the Martin County Economic Development Authority and recently
negotiated a First Amended Lease in order to reduce its monthly
rent obligation.
The Debtors' sales have simply not kept up with its operating
expenses. The Debtor is taking steps to increase sales of existing
units and expects that the sales of specialized units will generate
substantial revenue in 2023 and beyond. In order to resolve the
outstanding tax and lease obligations, and to maintain the going
value of the business as it grows its revenues, the Debtor has
elected to reorganize its finances under Chapter 11 of the United
States Bankruptcy Code.
According to court filing, Boxvana LLC 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
Sept. 1, 2022. at 11:00 AM via teleconference.
About Boxvana LLC
Boxvana LLC -- https://www.boxvana.com -- designs & delivers highly
efficient, insanely durable modular units.
The Debtor filed a voluntary petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No.
22-70232) on August 2, 2022. In the petition filed by Harrison
Langley, as member and manager, the Debtor reported assets and
liabilities between $1 million and $10 million each.
Charity S. Bird has been appointed as Subchapter V trustee.
Dean A. Langdon, of DelCotto Law Group PLLC, is the Debtor's
counsel.
BOXVANA LLC: Wins Interim Use of Cash Collateral
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky,
Pikeville Division, authorized Boxvana, LLC to use cash collateral
on an interim basis in accordance with the budget, with a 10%
variance.
As a result of the liens and/or security interests set forth in the
UCC-1 filing attached to the Notice of Filing of Evidence of Liens
in Cash Collateral [ECF No. 8], Traditional Bank, Inc. asserts a
lien on the Cash Collateral of the Debtor.
As adequate protection for any diminution in the value of the Cash
Collateral Creditor's interests in the cash collateral, pursuant to
11 U.S.C. sections 361 and 363, the Cash Collateral Creditor is
granted liens, upon the revenues from operations of the Debtor and
all other property which is of the same type of collateral and
priority as existed as of the Petition Date, subject only to any
valid and enforceable, perfected, and non-avoidable liens of other
secured creditors.
The Replacement Liens granted by will be deemed effective, valid,
and perfected as of the Petition Date without the necessity of the
filing or lodging by or with any entity of any documents or
instruments otherwise required to be filed or lodged under
applicable nonbankruptcy law.
As additional adequate protection, the Debtor will continue to
account for all cash use, and the proposed cash use as set forth in
the Budget is being incurred primarily to preserve property of the
Estate.
The Replacement Liens will be junior to the Debtor's obligation to
pay allowed administrative expense claims in the event this case
converts to a case under Chapter 7.
A hearing on the matter is scheduled for September 20 at 10 a.m.
A copy of the order is available at https://bit.ly/3bA5MHq from
PacerMonitor.com.
About Boxvana, LLC
Boxvana, LLC is an exclusive North America provider of Lite Pan, a
proprietary, high-performance composite which is light weight,
re-usable and durable. The Debtor sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. Case No.
22-70232-grs) on August 2, 2022. In the petition signed by Harrison
Langley, member/manager, the Debtor disclosed up to $10 million in
both assets and liabilities.
Dean A. Langdon, Esq., at DelCotto Law Group PLLC, is the Debtor's
counsel.
BOY SCOUTS: Key Bankruptcy Ruling Traces History to Portland
------------------------------------------------------------
Nigel Jaquiss of Willamette Week reports that a federal bankruptcy
court in Delaware signaled July 29, 2022 that the long-running
Chapter 11 bankruptcy of the Boy Scouts of America may nearly be
finished.
In a 281-page ruling, U.S. Bankruptcy Judge Laurie Selber
Silverstein confirmed much of what the Irving, Texas-based
organization had tentatively agreed on with its creditors, who
include more than 82,000 people who filed sexual abuse claims
against the Scouts.
The agreement includes a financial settlement of at least $2.7
billion; significantly stronger youth protection guidelines for the
organization; and oversight by a panel of youth protection experts
that will include survivors of abuse in Scouting.
"This is a case about trust -- or more accurately, lack of
trust,” Judge Silverstein wrote. "Boys and their families put
their faith in a lionized institution, which failed many of them."
The Scouts filed bankruptcy in February 2020, amid a growing
onslaught of sexual abuse cases across the country. Many of the
cases that the organization then faced drew on a 2010 case decided
in Multnomah County Circuit Court. In that case, a Portland Scout
named Kerry Lewis alleged he'd been sexually assaulted by his
scoutmaster.
Normally, when the BSA faced such lawsuits in prior years, it
settled before trial. But the Scouts rolled the dice in Lewis'
case, with disastrous results for the 122-year-old nonprofit.
Judge John Wittmayer granted a motion by Lewis' attorneys at the
Crew Janci law firm, ordering the Scouts to turn over a selection
of 20 years' worth of secret "perversion files" the BSA began
keeping in the 1920s. Those files detailed allegations of
pedophilia against Scout leaders. In many cases, the organization
had failed to take action against the accused leaders.
The jury awarded Lewis $1.3 million in damages and hit the Scouts
with an additional $18.5 million in punitive damages. Then, the
Oregon Supreme Court upheld Wittmayer's decision to admit the
secret files into evidence and granted a motion by The Oregonian
and other news media to make the files public.
That outcome -- a massive financial award for a single case and the
admission into the public record of damning files -- created a
template for sexual abuse lawyers nationally as they pursued cases
against the BSA.
Since the BSA filed bankruptcy in 2020, it has spent $327 million
in legal fees, according to the Associated Press. The complexity of
the case stems from the sweep and scope of the claims by 82,209
survivors who allege abuse going back many decades. The survivors
come from all 50 states, and the case involves not only the BSA
national organization but contributions from the 250 local
councils—including Portland’s Cascade Pacific Council—and
sponsoring organizations that include many of the nation’s
largest religious groups.
Judge Silverstein called the case "unparalleled." And it's still
not finished.
In her ruling, the judge disallowed an agreement to grant one of
the largest sponsoring organizations, the Church of Jesus Christ of
Latter Day Saints, a release from all future claims for its
proposed $250 million contribution to the settlement fund.
The relationship between the BSA and the Mormon Church is more than
a century old. For most of that time, the judge noted in her
ruling, Mormon boys were expected to take part in Scouting. The
tentative settlement upon which Silverstein ruled included a
release from all abuse claims against the church -- not just those
that involved Scouts who alleged abuse in Mormon -- sponsored Scout
troops. Judge Silverstein wrote that agreement "stretches releases
too far."
That issue and objections from some creditors about the extent of
releases offered to other organizations remain to be resolved.
Judge Silverstein did, however, determine that based on the
actuarial calculations of an expert whose testimony went
unchallenged, there should be enough money in the settlement to
compensate all approved claims from abuse victims.
Most of the $2.7 billion will come from insurers, and that amount
may grow as other insurance liabilities are resolved. The
survivors’ payouts will be valued based on a six-tiered matrix of
severity ranging from “abuse, no touching” (base amount,
$3,500, maximum, $8,500) to anal or vaginal penetration (base
amount, $600,000, maximum, $2.7 million) adjusted for the number of
times abuse occurred.
"These boys -- now men -- seek and deserve compensation for the
sexual abuse they suffered years ago," Judge Silverstein wrote.
"Abuse which has had a profound effect on their lives and for which
no compensation will ever be enough."
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BRAZOS ELECTRIC: Loses Bid to Recoup $92 Mil. for Gas Gouging
-------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that bankrupt Brazos Electric
Power Cooperative lost its bid to claw back about $91.9 million of
alleged overpayments for natural gas during the February 2021
winter storm in Texas after a bankruptcy judge partially sustained
gas suppliers' motions to dismiss.
However, Brazos can still seek to recover about $65.6 million in
alleged overpayments made on or after February 15, 2021, Judge
David R. Jones of the US Bankruptcy Court for the Southern District
Court of Texas said at a hearing Wednesday, August 3, 2022.
About Brazos Electric Power Cooperative
Brazos Electric Power Cooperative Inc. is a 3,994-megawatt
transmission and generation cooperative which members' service
territory covers 68 counties from the Texas Panhandle to Houston.
It was organized in 1941 and the first cooperative formed in the
Lone Star state with the primary intent of generating and supplying
electrical power. At present, Brazos Electric is the largest
generation and transmission cooperative in the state and is the
wholesale power supplier for its 16 member-owner distribution
cooperatives and one municipal system.
Brazos Electric filed a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725)
on March 1, 2021. At the time of the filing, the Debtor disclosed
assets of between $1 billion and $10 billion and liabilities of the
same range.
Judge David R. Jones oversees the case.
The Debtor tapped Norton Rose Fulbright US, LLP as bankruptcy
counsel, Foley & Lardner LLP and Eversheds Sutherland US LLP as
special counsel, Collet & Associates LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor. Ted B. Lyon &
Associates, The Gallagher Law Firm, West & Associates LLP, Butch
Boyd Law Firm and Boyd Smith Law Firm, PLLC serve as special
litigation counsel. Stretto is the claims and noticing agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtor's case on March 15, 2021. The
committee is represented by the law firms of Porter Hedges, LLP and
Kramer, Levin, Naftalis & Frankel, LLP. FTI Consulting, Inc. and
Lazard Freres & Co. LLC serve as the committee's financial advisor
and investment banker, respectively.
CAST & CREW: Moody's Ups CFR to B2 & Secured First Lien Debt to B1
------------------------------------------------------------------
Moody's Investors Service upgraded Cast & Crew LLC's corporate
family rating to B2 from B3 and its probability of default rating
to B2-PD from B3-PD. Concurrently, Moody's upgraded the rating on
the issuer's senior secured first lien credit facility to B1 from
B2. The outlook is stable.
Moody's upgraded the following ratings and made the following
outlook statement:
Upgrades:
Issuer: Cast & Crew LLC
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Gtd Senior Secured 1st Lien Revolving Credit Facility, Upgraded to
B1 (LGD3) from B2 (LGD3)
Gtd Senior Secured 1st Lien Term Loan, Upgraded to B1 (LGD3) from
B2 (LGD3)
Outlook:
Issuer: Cast & Crew LLC
Outlook, Remains Stable
RATINGS RATIONALE
The upgrade of the CFR to B2 from B3 was driven by Moody's
expectation of continued improvement in Cast & Crew's operating
performance over the coming 12 to 18 months as growing spending on
television, film, and other media content production fuel increased
demand for the company's services. Concurrently, the company's
strong profitability metrics, which have improved markedly even
from already-high pre-coronavirus levels, are expected to be
sustained, with the possibility of modest margin expansion fueled
by operating leverage benefits during this period. The recently
accelerated pace of Cast & Crew's acquisition strategy as well as
the potential for additional debt financed asset purchases or
increased dividend distributions continues to present releveraging
risk. However, Moody's expects such initiatives to fuel limited
increases in the company's debt such that Cast & Crew's credit
metrics, including financial leverage, will remain consistent with
comparable services industry issuers also rated in the B2 CFR
category.
Cast & Crew's B2 CFR is principally constrained by the company's
high, albeit declining, debt leverage, which Moody's expects to
continue to moderate over the coming 12 months. Cast & Crew's
credit quality is also negatively impacted by concentrated exposure
to the somewhat cyclical media and entertainment sector, risks
related to the company's ability to effectively manage workers'
compensation insurance claims, and cybersecurity related risks
given the company's access to sensitive customer data (clients'
employee information social security numbers, bank account data).
Cast & Crew's concentrated private equity ownership and the
potential for continued aggressive financial policies such as the
two sizable leveraging acquisitions the company has completed since
December 2021 (The Team Companies ("TEAM") and Backstage Holdings
("Backstage")) present corporate governance concerns. These
uncertainties are somewhat mitigated by Cast & Crew's large scale
and entrenched position within its niche market, long term customer
relationships, and specialized industry expertise as a provider of
payroll processing, production accounting, and related services for
media and entertainment companies. The company's credit profile is
also bolstered by historically good top-line growth trends as well
as Cast & Crew's strong profitability and improving free cash flow
generation prospects which collectively should fuel deleveraging
efforts.
The upgrade of the senior secured first lien credit facility
ratings to B1 (LGD3) from B2 (LGD3) reflects the upgrade of Cast &
Crew's CFR and PDR to B2 and B2-PD, respectively, as well as a loss
given default ("LGD") assessment of (LGD3). The first lien loan
rating is one notch above the CFR and takes into account the
instrument's priority in the collateral and senior ranking in the
capital structure relative to Cast & Crew's unrated $275 million
second lien debt due 2027.
Moody's considers Cast & Crew's liquidity profile as good. The
company had an unrestricted cash balance of $93.6 million as of
March 31, 2022. While Cast & Crew has historically experienced
volatility in free cash flow generation due to the timing of
extraordinary working capital-related flows and had a current ratio
below 1.0x as of March 31, 2022, Moody's projects that the company
will generate annual free cash flow (after dividends) approaching
10% of total debt over the coming 12-18 months. Free cash flow
should comfortably cover approximately $14 million of annual
required first lien term loan amortization. Liquidity is also
bolstered by approximately $65 million available under the
company's $90 million revolving credit facility maturing in
February 2024 and a new undrawn incremental $30 million revolver
maturing in July 2023. The company's first lien term loan is not
subject to a financial maintenance covenant while the revolving
credit facilities have a springing covenant that is not expected to
be in effect over the next 12-18 months as excess availability
should remain comfortably above minimum levels.
The stable ratings outlook reflects Moody's expectation that Cast &
Crew will realize annual organic revenue growth approximating 10%
in the coming 12 to 18 months as growing production spending on
television, film, and other media content fuel increased demand for
the company's services. Moody's expects debt-to-EBITDA (Moody's
adjusted) to moderate from high levels over this period, driven by
anticipated revenue growth and profitability rate expansion enabled
by operating leverage and improved pricing trends.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if: 1) Cast & Crew expands revenues
and EBITDA to drive improved scale; 2) Moody's expects the company
will maintain lower financial leverage; and 3) free cash flow to
debt improves from current levels.
The ratings could be downgraded if: 1) the company experiences a
deterioration in operating profitability; 2) Cast & Crew adopts
more aggressive financial policies, resulting in Debt/EBITDA
increasing materially; or 3) free cash flow to debt is expected to
remain below 5%.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Cast & Crew, based in Burbank, California and owned by affiliates
of private equity sponsor EQT, is a provider of technology-enabled
payroll processing, production accounting software, workers'
compensation coverage, and related value-added services to clients
across the entertainment industry.
CENTURI GROUP: S&P Retains 'B+' ICR on CreditWatch Developing
-------------------------------------------------------------
S&P Global Ratings' ratings on Centuri Group Inc. are unchanged and
remain on CreditWatch developing. S&P previously placed the ratings
on CreditWatch with developing implications on March 2, 2022.
The developing CreditWatch placement reflects the material
uncertainty surrounding the separation structure and future capital
structure, which could result in S&P's assessment of Centuri's
credit quality as stronger, weaker, or it may not affect credit
quality at all.
S&P continues to assess its issuer credit rating on Centuri as
'B+'.
S&P said, "This incorporates our view of Centuri's weak business
risk profile, which reflects its position in the highly fragmented
and competitive utility services industry, and its aggressive
financial risk profile, which reflects weaker free operating cash
flow (FOCF) to debt following its mid-2021 acquisition of Riggs
Distler & Co. Inc. Under our base-case scenario, we expect FOCF to
debt between 1% and 5% and our adjusted debt to EBITDA between 3.5x
and 4.5x through 2024.
"The developing CreditWatch reflects the material uncertainty
surrounding the possible separation of Centuri from SWX and future
capital structure, which could result in our assessment of
Centuri's credit quality as stronger, weaker, or it may not affect
credit quality at all. We expect to resolve the CreditWatch
placement during the next several months when additional
information is available. We would expect to reassess the ratings
based on our view of the credit quality of Centuri's ownership,
Centuri's group status with its owner, and Centuri's standalone
credit quality."
COLONIAL GATE: Further Fine-Tunes Plan Documents
------------------------------------------------
Colonial Gate Gardens LLC, submitted a Second Amended Disclosure
Statement describing Second Amended Plan of Reorganization dated
August 2, 2022.
By way of background, the Debtor is a real estate investment
company owning 26 single-family homes throughout Orange, Rockland
and Ulster Counties in New York (the "Properties"). The Debtor
leases those Properties in exchange for rent. As emphasized
throughout the Plan, the Debtor's primary goal is to restructure
the underlying mortgage debt, and pay other creditors. To that end,
the Debtor proposes selling 8 of its properties and retaining 18
properties.
Class 1 shall consist of the Allowed Wilmington Secured Claim.
Class 1 is impaired. Wilmington's Secured Claim shall be allowed in
the amount of $5,106,943.49. Wilmington is entitled to be paid its
additional legal fees which accrue after May 23, 2022 for
transactional charges which include, without limitation, legal fees
tied to finalizing this settlement, fees in connection with the
confirmation process and fees to process lien releases for real
estate sales and refinancings.
Class 2 shall consist of all Allowed General Unsecured Claims.
Class 2 Claimants shall receive a 100% distribution to be paid in
equal quarterly payments over 3 years by the Debtor commencing on
the Effective Date with interest at the federal judgment rate in
effect on the Confirmation Date. Class 2 Claimants are impaired.
The Plan shall be funded through: (a) a combination of: (i) access
to existing cash reserves; (ii) the Debtor's receipt of funds from
the New York State Landlord Rental Assistance Program; (iii) the
net proceeds (after payment of the release prices to Wilmington)
from the sale of the For Sale Properties; (iv) contributions from
the Debtor's principal and insiders; Subordinate Exit Financing of
$500,000 and (b) the Refinancing of the Properties.
The Debtor intends to sell the 8 For Sale Properties by a private
sale to two different purchasers for a combined gross price of
$1,705,000.00. The Debtor and Debtor's principals represent that
these are arm's length sales to non-insider third parties.
A full-text copy of the Second Amended Disclosure Statement dated
August 2, 2022, is available at https://bit.ly/3BJOlPm from
PacerMonitor.com at no charge.
Counsel to Colonial Gate:
Law Offices of Avrum J. Rosen, PLLC
Alex E. Tsionis, Esq.
Avrum J. Rosen, Esq.
38 New Street
Huntington, New York 11743
Tel: (631) 423-8527
arosen@ajrlawny.com
atsionis@ajrlawny.com
About Colonial Gate Gardens
Colonial Gate Gardens LLC is a limited liability company, formed
and existing under the laws of the State of New York, with its
principal office located at 45 Washington Ave, Spring Valley, New
York 10977. Colonial Gate Gardens is engaged in the real estate
investment business by purchasing single-family homes and or
condominium units, renovating them and then leasing them to tenants
in exchange for rent.
Colonial Gate Gardens sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22265) on May 6,
2021. In the petition signed by Yitzchok Loeffler, managing
director, the Debtor disclosed up to $10 million in both assets and
liabilities.
Avrum J. Rosen, Esq., at Law Office of Avrum J. Rosen, PLLC, is the
Debtor's counsel.
CONDADO ROYAL: Claims Will be Paid from Consigned Funds
-------------------------------------------------------
Condado Royal Palm, Inc., filed with the U.S. Bankruptcy Court for
the District of Puerto Rico a Disclosure Statement describing Plan
of Reorganization dated August 2, 2022.
Condado Royal Palm, Inc., is a corporation duly registered before
the Puerto Rico's Department of State identified as entity number
151061 since March 2, 2005.
Essentially, Debtor is a single asset real estate that was the
owner of a real property described on Debtor's Schedule A/B as
follows:
* A- Land – Parking lot with units #10, 11, 12 & 13 located
at Condado, San Juan, P.R. Land #572; Folio 214; Tomo 13 –
Property Register Section San Juan I. Cadaster #040-039- 012-06
802.
* B- Land – Parking lot with units #14, 15, 16 & 17 located
at Condado, San Juan, PR, Land #10,584; Folio 159; Tomo 281 –
Property Register Section San Juan I. Cadaster #040- 039-012-19
001.
Debtor filed this voluntary petition in a good faith effort to
first, monetize the only asset of this corporation while
eliminating a monthly interest charge which could exceed $50,000,
when considering other charges and/or expenses, to then resolve the
outstanding obligations of the Debtor, distributing the resulting
net sales proceeds among allowed creditors through a Plan of
Reorganization complying with the provisions of the Bankruptcy
Code.
On May 18, 2022, debtor filed Motion for Approval of a Purchase and
Sale Agreement Pursuant to Section 363 of the Bankruptcy Code, Free
and Clear of all Liens, Claims, Interests and Encumbrances. Through
the efforts of the real estate broker, the Debtor has been able to
procure a private sale over the appraisal amount for
$8,300,000.00.
After all selling expenses, notarial expenses were paid or
authorized reserves made, the Debtor moved the Court for the
consignment of Net Proceeds in the amount of $1,737,943.29.
Accordingly, to this date, the amount of $1,737,943.29 remain
consigned with the Bankruptcy Court.
Upon this sale, the lease agreement was also assumed and
transferred to purchaser. Therefore, debtor no longer operates a
business nor receives income from such lease agreement nor any
other source. Therefore, the consigned funds will provide the
funding for Debtor's Plan.
The resolution of these pending litigation and/or the conclusion of
the contentions between the parties by any other means will define
the final distribution and payment of the consigned funds either to
Ashford R.J.F. Inc. or to the other creditors.
Class 2 is comprised by ASFHORD R.J.F. INC. This creditor filed
Proof of Claim Number 3, with the secured amount of $4,007,814.50.
The creditor relies on a junior mortgage note payable to bearer
with a scheduled face amount of $3,200,000.00. Ashford R.J.F. Inc.,
per on account of this mortgage note. The allowance of the claim
and the validity of the lien are disputed on Adversary Proceeding
No. 22-00041.
In the event that Ashford is successful in validating its claim and
lien through a final and unappealable order by the Court, Ashford
would receive a secured distribution from the consigned funds for
the amount of the judgment or the amount of the consigned funds,
whichever is lower (the "contingent distribution"). Any of the
amounts of POC No. 3, which exceeds the contingent distribution as
determined by the Court, will be deemed and unsecured claim sharing
distribution within general unsecured creditors within Class 3.
In the event that Ashford is successful in validating its claim but
not its lien, it will be deemed and unsecured claim sharing
distribution within general unsecured creditors in Class 3.
Finally, if Ashford is claim is disallowed, this creditor will be
entitled to no distribution, and consigned funds will be
distributed to within general unsecured creditors in Class 3.
Accordingly, this creditor will receive in full whatever secured
payment to which it may be entitled per a court's final judgment.
Class 3 consists of General Unsecured Creditors. The debt under
this class has been estimated by Debtor in the amount of
$6,816,500.00. The distributions to this Class 3 are contingent to
a court's adjudication on the disputes with Class 2. In the event
that the Debtor is successful in achieving a court judgment which
entitles the debtor to receive any or all of the consigned funds at
the Bankruptcy Court, then such funds, less any necessary fees or
expenses, will be distributed to Class 3 within 30 days upon being
received.
Then, Class 3 claimants shall receive from the debtors the totality
of the funds received by the debtor, less any necessary fees or
expenses, to be paid pro-rata to all allowed claimants under this
class, which shall be payable in a lump sum and/or 30 days upon
being received. This class is impaired.
Class 4 consists of Equity Security Interest Holders. Equity
security and interest holders are the current stockholders of
Debtor to wit, Jose Alfonso Ramirez de Arellano and Mayra Teresa
Carlo Delgado.
Creditors under this class will not receive any payment. The equity
security holders will retain their interest on the reorganized
entity but only with the purpose of (1) filing a formal dissolution
of the corporation with the Puerto Rico Department of State no
later than 90 days after the Plan confirmed by the Court is fully
consummated and; (2) remaining as designated officers in charge
with the liquidation process of the corporation as required by
Puerto Rico Corporate Law, which entails the prosecution and
resolution of the causes of actions within the Bankruptcy Court
and/or State Court against Ashford, which will pave the way for the
distribution of the consigned funds among either Class 2 or Class
3.
Debtor shall have sufficient funds to make all payments due under
this Plan. On June 28, 2022, this Honorable Court entered Writ for
Sale of Property Free and Clear of Liens. After all selling
expenses, notarial expenses were paid or authorized reserves made,
the Debtor moved the Court for the consignment of Net Proceeds in
the amount of $1,737,943.29. Accordingly, to this date, the amount
of $1,737,943.29 remain consigned with the Bankruptcy Court.
Contingent to a court ruling and adjudication, the Court will
disburse the funds to the appropriate class of creditors.
A full-text copy of the Disclosure Statement dated August 2, 2022,
is available at https://bit.ly/3bvpMv2 from PacerMonitor.com at no
charge.
Attorney for Debtor:
LUGO MENDER GROUP, LLC
100 Road 165 Suite 501
Guaynabo, PR 00968-8052
Tel. (787)-707-0404
Fax (787)-708-0412
Wigberto Lugo-Mender
USDC-PR No. 212304
wlugo@lugomender.com
Alexis A. Betancourt Vincenty
USDC-PR 301304
a_betancourt@lugomender.com
About Condado Royal Palm
Condado Royal Palm, Inc. is a company in San Juan, P.R., engaged in
renting and leasing real estate properties.
Condado Royal Palm filed a petition for Chapter 11 protection
(Bankr. D.P.R. Case No. 22-01282) on May 4, 2022, listing
$8,300,995 in total assets and $15,493,286 in total liabilities.
Jose A. Ramirez de Arellano, president, signed the petition.
Judge Mildred Caban Flores oversees the case.
The Debtor tapped Wigberto Lugo Mender, Esq., at Lugo Mender Group,
LLC as legal counsel and MAM Group, LLC as real estate consultant.
DIOCESE OF CAMDEN: Insurers Claim Right to Challenge Victim Claims
------------------------------------------------------------------
James Nani of Bloomberg Law reports that insurers for the Diocese
of Camden in New Jersey urged a bankruptcy court to permit them to
challenge claims from alleged sexual abuse survivors, arguing the
diocese has "walked away from its responsibility to defend against
meritless claims."
Century Indemnity Company on Wednesday, August 3, 2022, objected to
a motion from a sexual abuse survivor committee that aims to
dismiss insurers' allegations that some of the abuse claims aren't
legitimate. The committee, which in April 2022 struck a watershed
settlement of 324 abuse claims with the diocese, argues the
insurers lack standing to object.
About The Diocese of Camden, NJ
The Diocese of Camden, New Jersey is a nonprofit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. The Diocese is the secular legal embodiment of the
Roman Catholic Diocese of Camden, a juridic person recognized under
Canon Law.
The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
The petition was signed by Reverend Robert E. Hughes, vicar General
and vice president. At the time of the filing, the Debtor had
total assets of $53,575,365 and liabilities of $25,727,209. Judge
Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland &
Baumann, LLC, is the Debtor's legal counsel.
DIOCESE OF CAMDEN: UST Asks Judge to Disqualify Trenk Isabel
------------------------------------------------------------
The U.S. Trustee's Office asked a New Jersey bankruptcy judge to
disqualify Trenk Isabel Siddiqi & Shahdanian PC from representing
the Diocese of Camden in its Chapter 11 case, saying the law firm
has hired an attorney who previously represented a group of the
diocese's creditors.
Rick Archer of Law360 reports that during a virtual hearing, the
office asked U.S. Bankruptcy Judge Jerrold N. Poslusny Jr. to
disqualify Trenk Isabel unless it barred new partner Sydney Darling
from any involvement in the diocese's Chapter 11 case, while the
diocese argued that Darling's prior role in the case was too
marginal to require such a step.
Ms. Darling joined TISS as a partner approximately one month ago.
Prior to joining TISS, Ms. Darling was of counsel at Porzio,
Bromberg & Newman, P.C., counsel for the Official Committee of
Unsecured Trade Creditors. Her employment at TISS and prior role
with Porzio were immediately disclosed to the Court and all parties
in interest.
On July 27, 2022, the Office of the United States Trustee filed a
motion to disqualify TISS as counsel for the Debtor based on TISS's
recent employment of Ms. Darling.
The Debtor argues that Ms. Darling's representation of the Diocese
under these circumstances does not present an actual conflict of
interest mandating her disqualification.
"The Trade Committee has not taken any substantial positions in
this case materially adverse to the Diocese and has supported and
continues to support the Diocese's Plan. Neither the Trade
Committee nor any other party-in-interest other than the United
States Trustee, objects to Ms. Darling's participation in this case
on behalf of the Diocese," the Debtor tells the Court.
The Trade Committee says it has no issue with Ms. Darling's current
role at TISS as counsel for the Diocese and noted that Ms. Darling
played a de minimis role while employed by Porzio.
"While at Porzio, Ms. Darling provided de minimis support for lead
counsel on the file (John S. Mairo, Warren J. Martin and Rachel A.
Parisi), billing a total of 11.7 hours. Ms. Darling's first entry
on the file for Porzio was documented on May 26, 2021, and all of
Ms. Darling's work ceased by November 1, 2021. Ms. Darling's work
for the Trade Committee included approximately 15 time entries.
Notably, none of Ms. Darling's time included any calls, meetings,
or other communications with the Trade Committee or its members,
Ms. Darling did not work on any matters adverse to the Diocese, and
Ms. Darling was not in receipt of any confidential information of
the Trade Committee. In fact, the only pleading that Ms. Darling
worked on for the Trade Committee was a pleading in support of a
motion filed by the Diocese," the Trade Committee said in court
filings.
The Official Committee of Tort Claimants has also opposed the US
Trustee's bid for disqualification.
"The Trade Committee has never been materially adverse to the
Diocese, and indeed has remained substantially aligned with the
Diocese's interests for the entirety of this Chapter 11 Case. By
way of example only, when the Tort Committee sought standing to
bring causes of action with the potential to bring value to the
estate, the Trade Committee filed a joinder in support of the
Diocese's opposition to the Tort Committee's standing. [See Dkt.
1021.] Similarly, while taking no position with respect to the
proposed settlement between the Diocese and certain insurers, the
Trade Committee joined the Diocese's efforts to preclude the Tort
Committee's expert from testifying as to the value of Survivor
Claims with respect to the proposed settlement with insurers alone
-- a position that never stood to impact the Trade Committee at
all. [See Dkt. 1487.] The Trustee has not provided a single
example of a time when the Diocese and the Trade Committee were not
proceeding arm-in-arm," Michael A. Kaplan, of Lowenstein Sandler,
counsel of the Tort Committee, told the bankruptcy judge.
Century Indemnity Company, as successor to CCI Insurance Company,
as successor to Insurance Company of North America, joined in the
U.S. Trustee's bid to disqualify counsel.
"Ethical walls must be erected prior to the emergence of a
potential or actual conflict. Not after. Here, it is undisputed
that Trenk Isabel did not establish an ethical wall prior to the
conflict having arisen. Even after Trenk Isabel was told that it
is conflicted, it did not recuse counsel and establish an ethical
wall. The suggestion that Trenk Isabel can escape disqualification
by belatedly establishing an ethical wall, long after its actual
conflict was revealed, is contrary to the law," Century said.
About The Diocese of Camden, NJ
The Diocese of Camden, New Jersey is a nonprofit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. The Diocese is the secular legal embodiment of the
Roman Catholic Diocese of Camden, a juridic person recognized under
Canon Law.
The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
The petition was signed by Reverend Robert E. Hughes, vicar General
and vice president. At the time of the filing, the Debtor had
total assets of $53,575,365 and liabilities of $25,727,209. Judge
Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland &
Baumann, LLC, is the Debtor's legal counsel.
EDUCATIONAL TRAVEL: UST Appoints Eiler as Subchapter V Trustee
--------------------------------------------------------------
Gregory M. Garvin, Acting United States Trustee for Region 18,
appointed Kenneth S. Eiler as Subchapter V Trustee for Educational
Travel Services, Inc.
To the best of the United States Trustee's knowledge, Mr. Eiler's
connections with the Debtor, creditors, and other
parties-in-interest, are limited to the connections set forth in
Mr. Eiler's Verified Statement.
A copy of the notice is available for free at
https://bit.ly/3SCOslJ from PacerMonitor.com.
The Subchapter V trustee can be reached at:
Kenneth S. Eiler
515 NW Saltzman Rd., PMB 810
Portland, OR 97201
Telephone: (503) 292-6020
Email: kenneth.eiler7@gmail.com
About Educational Travel
Gladstone, Ore.-based Educational Travel Services, Inc. sought
Chapter 11 protection (Bankr. D. Ore. Case No. 22-31272) on August
5, 2022. The Debtor disclosed $516,453 in assets and $1,419,136 in
liabilities. Ted A. Troutman, Esq., at Troutman Law Firm P.C. is
the Debtor's counsel.
ENDLESS POSSIBILITIES: Gets Final Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized Endless Possibilities, LLC, d/b/a Regymen
Fitness, to use cash collateral in accordance with the budget, with
a 10% variance.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court; (b) the current and necessary
expenses set forth in the budget; (c) additional amounts as may be
expressly approved in writing by its lenders.
The Court says expenditures in excess of the line items in the
budget or not on the budget will not be deemed to be unauthorized
use of cash collateral, unless the recipient cannot establish that
the expense would be entitled to administrative expense priority if
the recipient had extended credit for the expenditure. Expenditures
in excess of the line items in the budget or not on the budget may,
nonetheless, give rise to remedies in favor of the Lenders.
As adequate protection for the Debtor's use of cash collateral,
each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
As previously reported by the Troubled Company Reporter, Regymen
Fitness, LLC is the Debtor's franchisor. Regymen asserts a lien on
specific pieces of equipment and proceeds thereof.
The Debtor owes Construction Services, Inc. of Tampa, its builder,
for construction services. CSI may assert an interest in the cash
collateral.
A copy of the order is available at https://bit.ly/3bJNnrE from
PacerMonitor.com.
About Endless Possibilities, LLC
Endless Possibilities, LLC d/b/a Regymen Fitness, operates a
fitness studio with specialized instructors.
The Debtor sought protection under Chapter 11 of the U.S.Bankruptcy
Code (Bankr. M.D. Fla. Case No. 22-00259) on January 21, 2022. In
the petition signed by Gretchen Mitchell, managing member, the
Debtor disclosed up to $500 in assets and up to $10 million in
liabilities.
Judge Catherine Peek McEwen oversees the case.
Scott A. Stichter, Esq., at Stichter, Riedl, Blain and Poster, P.A.
is the Debtor's counsel.
FEI HUANG LLC: Ohio Shopping Strip Files for Chapter 11
-------------------------------------------------------
Fei Huang LLC has sought bankruptcy protection in Ohio.
Fei Huang is a Single Asset Real Estate business that owns and
operates a Commercial Strip Shopping center located at 1100 N.
McCord St., Toledo, Lucas County, State of Ohio.
In the two-year period prior to the Petition Date, Fei Huang
suffered a loss of income because of two reasons.
First the tenant that sold the property to Fei Huang, which is now
Web Enterprises has not paid its rent on its lease and is in
litigation with the property BCA Industries for over two years in
the Common Pleas Court of Lucas County Common Pleas Court, Case No.
0202002553. The amount of rent owed by Web Entertainment is
approximately $360,000. The Common Pleas Court has not required
Web Entertainment to make rent deposits or pay its rent all during
the time of litigation. The Debtor believes a possible reason for
this delay was due to the backlog of eviction cases due in the
courts because of the Covid 19 epidemic.
Another reason Fei Huang has suffered severe liquidity shortfalls
was that other lessees were adversely affected by Covid 19.
Tenants such as Jazzercize could not conduct it business during the
Covid 19 lock down.
Accordingly, in order to preserve and maximize the assets of its
estate for the benefit of all of its stakeholders, Fei Huang has
commenced this chapter 11 case.
According to court documents, Fei Huang LLC estimates between 1 and
49 unsecured creditors. The petition states funds will be available
to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 2, 2022, at 1:00 PM at remotely. Dial (866) 711-3592 and,
upon hearing the prompt, enter Access Code: 7627416#.
About Fei Huang LLC
Fei Huang LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Sec. 101(51B)).
Fei Huang LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-31129) on Aug. 2,
2022. In the petition filed by Mike Dong, as manager, the Debtor
reported assets and liabilities between $1 million and $10 million
each.
Matthew Thomas Gilmartin, of Fairmax Law, is the Debtor's counsel.
FIGUEROA MOUNTAIN: Court OKs Tenth Cash Collateral Stipulation
--------------------------------------------------------------
Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central
District of California approved the fifteenth stipulation between
Figueroa Mountain Brewing, LLC, on the one hand, and secured
creditors, White Winston Select Asset Funds, LLC and SCS
Acquisition LLC (as successor in interest to Montecito Bank &
Trust), on the other hand, over the Debtor's use of cash
collateral.
The Debtor is authorized to use cash collateral, on a final basis,
through the earlier of (a) September 18, 2022, or (b) the date on
which the Debtor's cash on hand falls below the Cash Floor
initially set at $698,865.
During the period, the Debtor is permitted to use cash collateral
solely to pay the expenses set forth in the budget attached to the
Thirteenth Stipulation or such further budget that may be approved
by the Parties or the Court, subject to the Order on Application
for Payment of: Interim Fees and/or Expenses (11 U.S.C. section
331) for Lesnick, Prince & Pappas, LLP, with authority to deviate
from the expense line items contained in the Budget by no more than
25% on a line-item basis, so long as the aggregate expense
deviation is no more than 15%, with any unused portions to carried
over into the following week(s), and to pay expenses owing to the
Clerk of the Bankruptcy Court and fees owing the Office of the
United States Trustee.
The Secured Creditors will continue to receive replacement liens in
post-petition collateral, as adequate protection, pursuant to the
terms of the Thirteenth Stipulation.
A copy of the order is available for free at https://bit.ly/3A4151W
from PacerMonitor.com.
About Figueroa Mountain Brewing LLC
Founded in 2020, Figueroa Mountain Brewing, LLC --
https://www.figmtnbrew.com/ -- is in the business of manufacturing
beer with principal place of business in Buellton, Calif.
Figueroa Mountain Brewing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11208) on Oct. 5,
2020. Jaime Dietenhofer, the company's manager, signed the
petition.
At the time of filing, the Debtor had estimated assets of between
$1 million and $10 million and liabilities of the same range.
Judge Martin R. Barash oversees the case.
Lesnick Prince & Pappas LLP is the Debtor's legal counsel.
FORESIGHT ACQUISITIONS: Wins Cash Collateral Access Thru Aug 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, authorized Foresight Acquisitions, LLC to use
cash collateral on an interim basis in accordance with the budget,
with a 15% variance, and provide adequate protection to Premier
Bank and the U.S. Small Business Administration through August 31,
2022.
The Debtor requires the use of cash collateral to operate its
businesses.
Prior to the Petition Date, the Debtor, Home Savings and Loan
Company of Youngstown Ohio and the SBA were parties to various
financial accommodation agreements. Premier Bank is the
successor-in-interest by the result of two mergers to Home Savings
Bank and Loan Company of Youngstown Ohio.
On May 12, 2016, the Debtor and Home Savings and Loan Company of
Youngstown Ohio entered into a loan agreement in the original
principal amount of $2.5 million and a revolving credit note in the
original principal amount of $500,000 and a related security
agreement. The $2.5 million portion was guaranteed by the SBA.
On July 23, 2020, the Debtor and the SBA entered into an economic
injury disaster loan in the original principal amount of $150,000.
The SBA EIDL loan is secured by a security interest junior in
priority to Premier Bank in essentially all assets of the Debtor
and is currently in deferment until April or May 2022.
Premier Bank and the SBA have indicated a willingness to agree to
allow the limited use of cash collateral subject to (i) the entry
of the Order, and (ii) a finding by the Court that such use of cash
collateral is essential to the Debtor's estate and is in good
faith, and that Premier Bank and the SBA's security interests,
liens, claims, and other protections granted pursuant to the Order
will not be affected by any subsequent reversal, modification,
vacatur or amendment of the Order or any other order.
As adequate protection to insure against the diminution of the
aggregate value of Premier Bank's and the SBA's Liens, if any in
the collateral, Premier Bank and the SBA are granted a perfected
replacement security interest in and lien on, all of the collateral
of the Debtor and its estate of every kind or type whatsoever,
including tangible, intangible, real, personal, and mixed
property.
The security interests, liens and mortgages granted will be in
addition to the Liens and will be valid, perfected, enforceable and
effective as of the Petition Date without any further action by the
Debtor, Premier Bank or the SBA and without the execution of any
financing statements, mortgages, security agreements, or any other
documents, and will secure payment in an amount equal to any
diminution in value of Premier Bank and the SBA interest in the
cash collateral which occurs during the pendency of the Debtor's
bankruptcy case, whether such diminution is a consequence of the
Debtor's use of the cash collateral the Debtor's incurrence of
other obligations, the economic depreciation of the cash collateral
or some other use of the cash collateral.
These events constitute an "Event of Default:"
a. The failure to maintain property insurance;
b. The conversion of the Debtor's Bankruptcy Case to any other
chapter; or
c. The dismissal of the Debtor's bankruptcy case. Upon the
occurrence of any Event of Default, Premier Bank and/or SBA will
give Debtor written notice of such default. Unless such default has
been cured (if such default is capable of cure) within seven days
after such notice is given, Premier Bank and/or SBA will be
entitled to submit evidence of the uncured default to the U.S.
Bankruptcy Court by declaration, stating that the Debtor has been
provided notice and has failed timely to cure the default, thereby
entitling Premier Bank and/or SBA to seek an Order for Relief from
Stay, without a hearing, and to exercise its rights and remedies
against the collateral.
A further hearing on the matter is scheduled for August 16 at 10
a.m.
A copy of the order and August 2022 budget is available at
https://bit.ly/3b7qAWu from PacerMonitor.com.
The budget provides for total disbursements, on a weekly basis, as
follows:
$43,740 for the week ending August 7;
$46,018 for the week ending August 14;
$34,784 for the week ending August 21;
$41,826 for the week ending August 28; and
$12,320 for the week ending August 31.
About Foresight Acquisitions, LLC
Foresight Acquisitions, LLC is a merchant wholesaler of men's
apparel and accessories. It sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-51740) on
December 23, 2021. In the petition signed by James T. Mauro,
president, the Debtor disclosed $2,017,248 in assets and $2,776,776
in liabilities.
Judge Alan M. Koschik oversees the case.
Frederic P. Schwieg, Esq., at Frederic P. Schwieg Attorney at Law,
is the Debtor's counsel.
FREE SPEECH SYSTEMS: Gets Court Okay to Use Disputed Cash
---------------------------------------------------------
Steven Church of Bloomberg News reports that the bankrupt
production company of right-wing radio host Alex Jones won
temporary authority to spend cash that Jones claims is actually
collateral for a loan he made to the entity, Free Speech Systems.
US Bankruptcy Judge Christopher M. Lopez limited payments that Free
Speech Systems (FSS) can make to Jones and ordered the company,
which is now being run by a reorganization officer, to return later
this month to get permanent approval to spend the money.
Jones is locked in court battles with families of Sandy Hook school
shooting victims, who have sued him for inflammatory comments he
has made.
About Free Speech Systems LLC
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden added to case as trustee has been appointed as
Subchapter V trustee.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is the Debtor's counsel.
FREE SPEECH: Alex Jones Must Pay $4.11 Mil. in Sandy Hook Case
--------------------------------------------------------------
Janet Miranda of Bloomberg Law reports that conspiracy theorist
Alex Jones must pay $4.11 million in defamation damages for falsely
claiming the 2012 Sandy Hook school shooting was a hoax, a Texas
jury said on Thursday, August 4, 2022, after deliberating for a
full day in Travis County.
Jones, the radio and web host of InfoWars, asserted the massacre
was fabricated, endearing him to conspiracy theorists and hardline
gun owner rights advocates.
Ten jurors agreed on the damages amount, which was spread out over
several juror questions.
While on the stand, Jones admitted that the school shooting was
"100% real" during his second day providing testimony. He also
conceded that it was irresponsible of him to declare that the
school shooting was a hoax.
The trial was heated at times, with Judge Maya Guerra Gamble of the
459th District Court in Travis County telling Jones that he
couldn't lie to the jury during his first day of testimony.
"You may not say to the jury that you've complied with discovery,
that isn't true," Gamble told Jones. "You may not tell the jury
that you're bankrupt."
During cross-examination, plaintiffs' attorney Mark Bankston said
Jones hadn't complied with discovery. He also noted that Jones'
defense team had accidentally sent him a record of previously
requested text messages from the past two years only recently.
"That's how I know you lied to me," said Bankston, who said Jones
had claimed he had no Sandy Hook texts on his phone.
In a emergency motion hearing Thursday morning, Jones' attorney
Andino Reynal asked the judge to for a protective order on all of
those documents, including 2.3 gigabytes worth of materials that
his legal assistant accidentally sent to opposing counsel.
Bankston contended that the motion was frivolous and revealed that
the Jan. 6 Committee asked him to turn over the text messages.
Unless the judge seals the records, Bankston said he would turn
them over.
Gamble denied the motion -- and an accompanying motion for a
mistrial -- to immediately seal the information "without knowing
what's in it" and offered to give Reynal time to identify specific
materials he wanted sealed.
Sandy Hook Parents
The defamation case was brought by Neil Heslin and Scarlett Lewis,
the parents of six-year-old Jesse Lewis, who died in the Newtown,
Conn., school shooting.
They testified earlier Tuesday about the emotional pain and
distress they have had to deal with due to Jones' falsehoods over
the death of their son.
"The way that you have impacted so many lives, there has to be some
accountability for that," Lewis said to Jones while on the stand.
In the week-and-a-half trial, lawyers for both parents and Jones
made their case in front of jurors in a post-default-judgment trial
to determine how much he must pay for spreading lies that the
massacre never happened.
The court already determined in a 2021 default judgment that Jones
was liable for defamation and intentional infliction of emotional
distress.
Jones will face a similar proceeding later that will determine
punitive damages.
The parents have sought $150 million in damages for defamation and
intentional infliction of emotional distress.
Farrar & Ball LLP represented the parents. Reynal Law Firm PC
represented Jones.
The case is Heslin v. Jones, Tex. Dist. Ct., No. D-1-GN-18-001835,
8/4/22.
About Free Speech Systems LLC
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden added to case as trustee has been appointed as
Subchapter V trustee.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is the Debtor's counsel.
FREE SPEECH: Wins Interim Cash Collateral Access
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Victoria Division, authorized Free Speech Systems, LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance.
PQPR Holdings Limited, LLC Trust asserts an interest in the cash
collateral.
The Debtor asserts that an immediate and critical need exists for
the Debtor to use the alleged cash collateral to continue the
operation of its business.
The Debtor is permitted to use cash collateral to pay PQPR $250,000
as provided in the Budget for "Repay PQPR Inventory". The PQPR
Payment will not be used to pay down the PQPR Notes. Creditors and
parties in interest will have 30 days from the date a notice is
filed on the docket that the PQPR Payment has been issued, to
object to the appropriateness of that payment and file pleadings
with the Court seeking to clawback the PQPR Payment.
As adequate protection, the Pre-Petition Lender is granted, as of
the Petition Date, valid, binding, enforceable, and automatically
perfected liens in all currently owned or hereafter acquired
property and assets of the Debtor. The Replacement Liens granted
will be subject to the Carve-Out.
The Carve-Out means (a) unpaid fees payable to the Clerk of the
Bankruptcy Court or the United States Trustee; (b) subject to the
Budget, court-approved administrative expense claims of estate
professionals, employed pursuant to order of the Court, for
incurred but unpaid fees, expenses and other costs; fees and
expenses of the appointed Subchapter V Trustee.
A final hearing on the matter is scheduled for August 24 at 10
a.m.
A copy of the order and the Debtor's budget for the period from
July 29 to August 26, 2022 is available at https://bit.ly/3oY0LM2
from PacerMonitor.com.
The budget provides for total cash flow, on a weekly basis, as
follows:
$245,586 for the week ending August 5, 2022;
$111,770 for the week ending August 12, 2022;
$164,702 for the week ending August 19, 2022; and
$843,407 for the week ending August 26, 2022.
About Free Speech Systems LLC
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public.
On July 29, 2022, Free Speech Systems LLC filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Case No. 22-60043). The Debtor has elected to proceed
under subchapter V of chapter 11.
In the petition filed by W. Marc Schwartz, as chief restructuring
officer, the Debtor estimated assets and liabilities between $50
million and $100 million.
Melissa A. Haselden has been appointed as Subchapter V trustee.
The Law Offices of Ray Battaglia, PLLC, is the Debtor's counsel.
GANDYDANCER LLC: Financing & Litigation Proceeds to Fund Plan
-------------------------------------------------------------
GandyDancer, LLC, filed with the U.S. Bankruptcy Court for the
District of New Mexico a Disclosure Statement describing Plan of
Liquidation dated August 4, 2022.
The Debtor, prior to filing this Chapter 11 case, operated a
railroad construction and support company for the BNSF Railroad,
based in Albuquerque, with an additional location in Winslow,
Arizona. The principals of the corporation are James and Jamin
Hutchens.
The principal asset of the corporation, and its source of funding
for the Chapter 11 Plan, is a lawsuit against Rock House CGM, LLC,
New Mexico Terminal Services, and Karl Pergola, which lawsuit is
currently pending in the Second Judicial District Court for the
District of New Mexico. GandyDancer LLC v. Rock House CGM, LLC, et
al., D-202-CV-2015-09230.
The Plan will seek to prosecute the litigation as the most
significant asset of the bankruptcy estate, and utilize the
recovery to provide at least a significant dividend to general
unsecured creditors. The Debtor's principals, James and Jamin
Hutchins, have arranged for financing from another of their wholly
owned subsidiaries, GandyLand, LLC, to fund the Chapter 11
liquidation process. Without this Chapter 11 and the Hutchins'
successful efforts to obtain financing of the litigation as
approved by the Bankruptcy Court, there would be little chance for
any creditor to receive any distribution.
There are significant insurance policies indemnifying the
Defendants in the state court litigation, and the Debtor feels
confident that recovery on those policies is likely. The Debtor
attended a settlement facilitation recently, but the case did not
settle. The litigation will likely continue for some time.
On July 28, 2022, the Debtor filed a motion to approve a compromise
between itself, JMD Construction Services, LLC, and Murphy Oil USA,
Inc. in the U.S. District Court case of JMD Construction Services,
LLC. v. GandyDancer, LLC et al, No. 19-CV-227 WJ/KK. The settlement
involved Murphy Oil paying the Debtor $100,000, JMD paying the
Debtor $10,000 and Hartford Insurance, on behalf of JMD, paying the
Debtor $30,000. The motion is pending.
The funds the Debtor has received through the sale of some assets
and the collection of accounts receivable have been used to pay for
the administration of the bankruptcy case. Other than the pending
Rock House litigation, only remaining source of funds for the
bankruptcy estate is its right to seek advances on its credit
facility with GandyLand.
Class One is the claim of Timothy Chavez/New Mexico Department of
Workforce Solutions to pay Timothy Chavez directly in one lump sum
the amount of $8,462.00, through a court-approved settlement.
Pursuant to the settlement, the Department amended its claim to
$8,462.00 (Claim 18-3).
Class two is comprised the claim for reimbursement for James and
Jamin Hutchins for paying $247,545.76 in employment taxes to the
Internal Revenue Service, plus additional penalties. Class Two will
be paid in full, only after the claim in Class One is paid in full,
and all administrative claims and priority tax claims are paid in
full. Class Two will be paid prior to Class Three, when funds
become available.
Class three is comprised of the General Unsecured claims. Included
in this class are any claims for contribution or subrogation of
debts the Hutchinses or any other party, guaranteed and paid, or
partially paid. Class Three will receive a distribution after
Classes One and Two and all administrative and priority tax claims
are paid in full.
If funds are insufficient to pay all unsecured creditors in full,
the claims will be paid pro rata, including any subrogation claim.
The Debtor estimates that the allowed unsecured claims, after
objections are filed and determined, will be approximately
$5,000,000.
Class Four is the equity ownership interest of GandyDancer held by
James and Jamin Hutchins. The order confirming the Plan shall
contain a provision dissolving the company once all distributions
are made. James and Jamin Hutchins will receive any surplus funds
only after classes one through three are paid in full, which seems
unlikely at this point.
A full-text copy of the Disclosure Statement dated August 4, 2022,
is available at https://bit.ly/3bEnkCj from PacerMonitor.com at no
charge.
Attorney for Debtors:
Don F. Harris, Esq.
Dennis A. Banning, Esq.
NM Financial & Family Law
320 Gold Avenue SW, Suite 1401
Albuquerque, NM 87102
Tel: (505) 503-1637
Email: dfh@nmfinanciallaw.com
dab@nmfinanciallaw.com
About GandyDancer
GandyDancer, LLC provides underground utilities, railroad
construction, maintenance, excavation, heavy-haul transportation,
bridge construction, and demolition services. It is based in
Albuquerque, N.M.
GandyDancer filed a petition for Chapter 11 protection (Bankr. N.M.
Case No. 19-12669) on Nov. 21, 2019, listing up to $50,000 in
assets and up to $10 million in liabilities. Jamin Hutchens,
managing member, signed the petition.
Judge David T. Thuma oversees the case.
Don F. Harris, Esq., and Dennis A. Banning, Esq., at NM Financial &
Family Law serve as the Debtor's bankruptcy attorneys. The
Debtor also tapped Jennings, Haug, Keleher & McLeod, LLP and New
Mexico Law Group, P.C. as its civil litigation counsels. Carr
Riggs & Ingram, LLC serves as the Debtor's accountant.
GCM MINING: S&P Alters Outlook to Positive, Affirms 'B+' ICR
------------------------------------------------------------
On Aug. 5, 2022, S&P Global Ratings revised the outlook on Canadian
gold producer GCM Mining Corp. to positive from stable and affirmed
its 'B+' issuer and issue-level credit ratings on the company.
S&P said, "The positive outlook reflects our view that GCM will
have an immediately increased productive asset base, which will
accelerate deleveraging and result in larger scale and cash flow
generation without requiring additional funding or compromising its
liquidity. We also consider its ongoing efforts to start operations
at its Toroparu project in Guyana, which could further strengthen
its financial risk profile."
GCM recently announced that it's agreed to acquire all the
remaining 56% of the outstanding shares of Aris Gold (not rated),
of which it previously owned 44%, to combine both companies. S&P
expects it to consolidate a leading position among gold producers
in Colombia and strengthen its scale and expansion prospects.
GCM's acquisition of 100% of Aris Gold's (not rated) shares, of
which it previously owned 44%, will combine both companies through
an exchange of shares and without any premium or financing
required. S&P said, "We expect the transaction to be completed by
the end of third quarter 2022, after which the entity will have the
potential to produce about 220% increased output by 2024, compared
to fiscal year 2021 that ended Dec. 31. Aris Gold's participation
in the feasibility stage Soto Norte project in Colombia provides
GCM with larger growth capabilities in the long term, as well as
improved production capacities in the short term through the
consolidation of the Marmato project, which will immediately boost
GCM's gold output by about 20% in 2022, reaching about 250,000
ounces (oz). Moreover, Marmato is currently expanding, and will
increase production to about 100,000 oz of gold in 2023 and will
then reach full operational capabilities by 2024. The expansion
won't require additional funding given that Aris will provide the
proceeds from its $73 million gold-secured notes due 2027 and its
$122 million committed stream with Wheaton Precious Metals (not
rated). We expect the higher output to offset the consolidation of
Aris obligations (which will increase GCM's current debt by about
23%) as early as 2023."
GCM's growth and deleveraging will be boosted by the start of
operations in Toroparu, which is now scheduled to begin commercial
production in early 2024 and set to provide over 200,000 oz of gold
once it starts operating. S&P said, "This would bolster EBITDA,
which could ultimately improve GCM's credit metrics quicker than
our previous expectations, which considered the original plan to
begin commercial production in 2025. In addition, GCM has invested
in increasing its crushing capacity at Segovia, which will provide
33% more crushing capacity by the second half of this year, fully
affecting yearly results in 2023. In our view, GCM's increased
output will drive revenue growth over 10% in 2022-2023 because of
all these investments. This will offset an expected normalization
of gold prices, potentially driving leverage below 2.0x without
compromising GCM's liquidity. We could revise our financial risk
profile for GCM to a stronger category if the expected increase in
output and cash flow translates into stronger credit metrics, while
GCM manages to cover its capital expenditures (capex) and other
cash needs without additional debt."
S&P said, "We forecast a material increase in capex in 2022-2023,
as the company works on expanding Marmato and preparing Toroparu
for commercial production. On a consolidated basis, these outflows
will outweigh Segovia's positive FOCF generation and result in
relevant cash burn. However, we expect FOCF to recover quickly as
Marmato contributes gradually increasing revenue and EBITDA in the
upcoming months. FOCF will be further bolstered in the first
quarter 2024 as Toroparu begins production. As a result, we
forecast cash flow to materially exceed our expected maintenance
expenses starting in 2024 at all three operating assets,
translating into healthy FOCF going forward.
"Additionally, we believe that GCM has already fully funded these
expenses with the proceeds from its 2021 issuance and its precious
metals purchase agreement with Wheaton, which could provide an
additional $138 million in 2022-2023, on top of Aris' cash and the
separate Wheaton agreement for Marmato. Therefore, we think GCM
will maintain adequate liquidity headroom. We expect liquidity will
also be supported by a prudent financial policy, helped by the
relevant synergies between GCM's and Aris' management and board
structures, prioritizing using cash flows for tangible growth
investments and protecting its cash balance.
"In our view, the main strength of GCM's business risk profile
stems from high adjusted EBITDA margins above 40%. This is mainly
due to the top-tier ore grade of the Segovia complex, coupled with
operating efficiencies in gold extraction that result in manageable
cash costs over time and a somewhat limited exposure to cost
inflation for energy and transportation costs. Nevertheless,
concentration risks around a small portfolio of productive assets
and the high proportion of gold sales will remain even after the
expansion investments are completed. Consequently, despite
favorable pricing terms in its refining contract, GCM's revenue and
cash flows are exposed to the volatility of gold spot prices. Their
decrease could erode the company's financial results and ultimately
weaken its credit metrics. Even considering the new polymetallic
crushing plant at Segovia that will have its first full year of
operations in 2022, and the expansion into Guyana that will add
copper into the product mix, we expect gold will continue to
represent more than 94% of revenues for the upcoming years.
"We expect to the improved crushing capacities at Segovia and the
selling, general, and administrative (SG&A) expense synergies from
the merger to protect ongoing high EBITDA margins. However, the
lower ore grade of Marmato (especially during the expansion
process) and Toroparu will somewhat constrain the effect of the
increase in output from these investments on the company's business
risk profile in the short term, although the exploration and
feasibility stage prospects that Aris contributes after the
transaction could offset this in the long term. Nevertheless, the
first nine years of operations at Toroparu, which will consist of
open-pit mining, will provide the company with a favorable cash
cost profile in line with our view of GCM on a consolidated
basis."
ESG credit indicators: E-3, S-3, G-2
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of GCM. In 2013, the
Colombian environmental authority assessed fees for environmental
discharges in 2010-2011 related to the Segovia project's prior
owner's waste management, which resulted in water pollution in
Antioquia. GCM now owns the Segovia project and is pursuing a legal
resolution related to these fees, although there are no
implications to credit metrics. The company has established better
controls and procedures and constructed a water-treatment plant for
its operations. In addition, GCM has an ongoing reforestation
program, seeking to reduce carbon emissions on a net basis.
"Social factors are also a moderately negative consideration in our
credit rating analysis, given the exposure of the mining industry
to health and safety risks. After the merger with Aris Gold, the
company expects to implement similar policies and information
disclosure for the Marmato operations, to maintain a consolidated
ESG strategy."
GENAPSYS INC: Bankruptcy Loan on Hold Due To Pending Dismissal Call
-------------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that gene sequencing startup
Genapsys Inc. will have to show it had genuine authority to file
for bankruptcy before it can fully access a $4 million Chapter 11
loan or auction its business, a judge said.
"It would not be appropriate" to grant the bio-tech firm's requests
for relief without first dealing with a legal challenge raised by
the company's founders alleging the Chapter 11 case was authorized
by an invalid board of directors, Judge Brendan L. Shannon of the
US Bankruptcy Court for the District of Delaware said Thursday,
August 4, 2022.
Hesaam Esfandyarpour, Ph.D. and Kosar Parizi, Ph.D., ("Founders")
filed a motion to to dismiss the chapter 11 case of GenapSys,
Inc.as unauthorized or for lack of good faith or in the
alternative, for the appointment of a chapter 11 trustee pursuant
to 11 U.S.C. Sec. 1104(a) and Bankruptcy Rule 2007.1.
The Founders claim to be the inventors and co-inventors of nearly
100 issued patents worldwide to the Debtor.
"The Debtor's Chapter 11 Case was filed without proper corporate
authority, and all of the actions taken by the Invalid Board are
void. Following Vice Chancellor Zurn's ruling on July 8, 2022, the
Debtor had three (3) board members (Dr. Esfandyarpour as Common
Director, Robert Zollars as Independent Director, and Harish
Soundararajan as Series D Director) and six (6) vacant board seats.
It is uncontested that Hossein Akhlaghpour was validly appointed
as the Series B Director on July 11. Dr. Esfandyarpour also
exercised his rights under the corporate charter as the sole Common
Director to appoint Hamid Rategh and David Maney to the two (2)
vacant Common Director seats (Akhlaghpour, Rategh and Maney,
collectively, the "Proper Directors"). While the Debtor claimed to
remove Messrs. Rategh and Maney, that is incorrect," the Founders
said in court filings.
The Founders also insist that the dismissal of the case is
warranted for bad faith.
"There is incontrovertible evidence that this Debtor is plagued by
past and continuing irreconcilable governance disputes -- the
Debtor's concede as much in their own submissions. The Debtor's
and Invalid Board's conduct in the days leading to the commencement
of this case – failing to provide proper notice and denying
rightful participation at board meetings is more of the same.
Indeed, the resolutions accompanying the petition in this case are
unsigned and do not even disclose who attended the void July 11
Meeting," the Founders said.
"Those machinations were part of an orchestrated plan to wrongly
claim for themselves the tremendous value of Dr. Esfandyarpour's
creation -- the only technology capable of direct electronic gene
sequencing. This is further demonstrated by the Invalid Board's
actions in refusing to pursue a new equity investment between $30
and $100 million that would have avoided bankruptcy and preserved
all stakeholders' interests, which was and is supported by Dr.
Esfandyarpour and many other shareholders. Instead, the Invalid
Board chose a bankruptcy filing, $4 million in DIP financing to pay
professionals and the pursuit of a sale of the Company to the
Series D Shareholders for pennies on the dollar."
About GenapSys Inc.
GenapSys Inc. -- https://genapsys.com -- is a biotechnology company
that transforms the human condition by building a scalable,
affordable genomic sequencing ecosystem that will support research
and diagnostics. It is based in Redwood City, Calif.
GenapSys 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 filed by Britton Russell, chief financial officer and
treasurer, the Debtor listed assets between $10 million and $50
million and liabilities between $50 million and $100 million.
Judge Brendan Linehan Shannon oversees the case.
The Debtor tapped Richards, Layton & Finger, PA as bankruptcy
counsel; Willkie Farr & Gallagher LLP as special litigation and
corporate counsel; and Lazard Freres & Co. LLC as investment
banker. Kroll Restructuring Administration LLC is the Debtor's
claims and noticing agent and administrative advisor.
GETSWIFT TECHNOLOGIES: In Chapter 11 for $4.5M Sale to Stage Equity
-------------------------------------------------------------------
GetSwift Technologies Limited filed for chapter 11 protection with
plans to sell the assets to an affiliate of Stage Equity Partners,
LLP for up to $4.5 million, absent higher and better offers. The
Debtor filed as a small business debtor seeking relief under
Subchapter V of Chapter 11 of the Bankruptcy Code.
GetSwift Technologies Limited ("GTL") is the ultimate parent of
GetSwift Inc. ("GSI"), a delivery and workforce management
software-as-service (SaaS) platform that has been utilized by
clients in over 70 countries and across more than 70 different
verticals to automate and manage their local delivery operations
and delivery drivers.
Since April, 2021, GSI has engaged three investment bankers,
including Progress Partners, MFS Capital Advisors, and 333 Capital,
who were all retained to market the business for sale, each of whom
engaged in extensive marketing processes.
Following two-plus months of negotiations, the Debtors have entered
into an APA with SF2 GSW LLC, an affiliate of Stage Equity
Partners, LLC, that would allow the proposed Sale to be subjected
to a market test while permitting the Debtors to expeditiously
conclude the Chapter 11 Cases. The APA contemplates a purchase
price of up to $4.5 million through a combination of cash ($2.5
million), an unsecured promissory note ($1 million), and the
assumption of certain assumed accounts payable and cure costs (up
to $1 million).
The APA provides for a break-up fee in the amount of $75,000
(representing 3% of the cash purchase price, and which is 1.67% of
the total purchase price.
Having negotiated a stalking horse bid, the Debtors desire to
proceed toward the solicitation of additional bids and an auction
(if necessary). The Debtors propose a Sept. 14 deadline for
initial bids, a Sept. 22 auction, and a Sept. 23 sale hearing.
* * *
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 7, 2022, at 2:30 PM at Office of UST (TELECONFERENCE ONLY) -
CHAPTER 11s.
According to court filings, GetSwift Technologies estimates between
1 and 49 creditors. The petition states funds will be available to
unsecured creditors.
About GetSwift Technologies
GetSwift Technologies Limited -- https://www.getswift.co -- is a
technology and services company that offers a suite of software
products and services focused on business and logistics automation,
data management and analysis, communications, information security,
and infrastructure optimization and also includes ecommerce and
marketplace ordering, workforce management, data analytics and
augmentation, business intelligence, route optimization, cash
management, task management shift management, asset tracking,
real-time alerts, cloud communications, and communications
infrastructure.
GTL is a publicly-traded company on the NEO Exchange, trading under
the symbol "GSW." GTL trades on the OTC Pink Sheets under the
symbol "GTSWF."
GetSwift Technologies filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 22-11058) on August 2, 2022. In the petition filed by
Joel MacDonald, as president and secretary, the Debtor reported
assets and liabilities between $1 million and $10 million.
Heidi J Sorvino, Esq., of White and Williams LLP, has been
appointed as Subchapter V trustee.
Janice Beth Grubin, of Barclay Damon LLP, is the Debtor's counsel.
GISSING NORTH AMERICA: In Chapter 11 with Support from Automakers
-----------------------------------------------------------------
With support from its customers, Gissing North America LLC, along
with its subsidiaries, sought Chapter 11 protection to pursue a
going-concern sale of the business.
Gissing North America provides customers products that minimize
noise, vibration, and harshness throughout a vehicle and reduce
vehicle weight by using proprietary technology to deliver superior
products.
Its 2021 revenue was $110 million and projected revenue for 2022 is
approximately $136 million.
The Debtors' customers are primarily in the automotive market. The
Debtors work closely with some of the world's leading OEMs,
including Tesla, General Motors, Toyota, BMW, Ford, and
Stellantis.
The Debtors own or lease over 1.24 million square feet of space.
The Debtors have manufacturing locations in Sidney, Ohio; Auburn,
Maine; Sumter, South Carolina; and Leon, Mexico. The Debtors own
the facilities in Auburn and Sumter, lease the facility in Sidney,
and lease and operate the facility in Leon, Mexico through their
wholly owned subsidiaries, Gissing Guanajuato S. de R.L. de C.V and
Gissing Mexico S. de R.L. de C.V. pursuant to the Mexican
government's Maquiladora Program, with Gissing Sidney LLC as the
United States partner.
The Debtors have engineering centers in Wixom, Michigan and Newark,
California. The facility in Wixom is leased by GNA, while the
facility in Newark is leased by Gissing Fremont LLC.
The Debtors' nerve center and headquarters is in Bingham Farms,
Michigan.
The Debtors employ approximately 332 employees throughout the
United States, 41 of whom are full-time and employed directly by
GNA. The employees are not unionized.
The Debtors' ultimate parent is a Chinese entity, Wuxi Gissing Auto
Parts Co., Ltd. From 2019 through 2021, Wuxi funded over $36
million to support existing operations, viewing THE Debtors as a
strategic growth asset to increase North American market share.
Total Wuxi contributions exceed $45 million in various forms of
equity and debt, in addition to funding 100 expats from China to
support Debtors' launches.
Events Leading to Chapter 11
Steven R. Wybo, a Senior Managing Director at Riveron Management
Services, LLC, who was retained as the Debtors' chief restructuring
officer in May 2022, explained that a combination of macroeconomic
volatility and lower than expected operating efficiencies have
resulted in significant and unsustainable financial losses for the
Debtors, disrupting their growth strategy.
From a macroeconomic perspective, the COVID-19 pandemic caused
production to halt for approximately three months, resulting in
losses, some of which were covered by a now-forgiven Payroll
Protection Pogram loan. Significant price increases for all input
costs -- material, labor, transportation and burden -- have
presented unprecedented challenges to THE Debtors and auto
suppliers across North America. The Debtors' core raw material,
resin, has increased in price by approximately 49% since 2019. Two
of GNA's top resin suppliers' average price per pound has increased
approximately 57% since 2019.
The Debtors were also affected by the walkout of United Automobile
Workers from some 50 General Motors plants in 2019. The GM strike
began in September 2019 and lasted six weeks. At the time, GM was
the Debtors' largest customer, and the shutdown had a significant
negative effect on borrowing capacity and profitability.
The Debtors also experienced two major cyber-attacks on their
computer network in late 2021, and a water main break at the Auburn
facility in March 2022.
The Debtors unsuccessfully attempted to refinance their senior
secured debt owing to the lenders in the first quarter of 2022.
Riveron's Wybo was retained as CRO as a condition of the Lenders'
extension of the Forbearance Agreement.
The Debtors retained investment banking firm Livingstone Partners
LLC on July 3, 2022, to advise them with respect to a potential
sale of the Debtors.
The Debtors determined, in consultation with Livingstone Partners,
the Lenders, and the Accommodating Customers, that the best
alternative for preserving and maximizing value for all
stakeholders is an expedited process for the sale of their
businesses as a going concern.
Accommodation Agreement
Four major customers, Tesla, General Motors, Toyota, and BMW have
agreed to provide financial and other accommodations to Debtors in
connection with their purchase of component parts. These
accommodations are memorialized in the Accommodation Agreement with
an effective date of July 18, 2022. The original parties to the
deal were the Debtors, General Motors, Toyota, BMW, and The
Huntington National Bank, as administrative agent for itself and
Comerica Bank. The Debtors, GM, and Toyota are also the original
parties to a related Access and Security Agreement with an
effective date of July 18, 2022. Tesla and the other parties to
the Accommodation Agreement and Access Agreement executed Tesla's
Joinder to Accommodation and Access Agreement effective as of July
29, 2022.
The Accommodating Customers have agreed to fund the Debtors'
projected liquidity shortfall of over $14 million between now and
the expected closing of a sale of the Debtors' assets by Oct. 31,
2022, via a combination of subordinated participations, surcharges,
expedited payment terms, and limitations on their setoff rights.
The credit enhancements the Accommodating Customers have agreed to
provide are the foundation for the Debtors' requested DIP Facility,
and the Court's approval of the Accommodation Agreement and Access
Agreement is a condition precedent to the Debtors' ability to
obtain post-petition financing to continue operations and bridge to
an expected going concern sale.
Sale of Assets
The Debtors have agreed to a sale process with these milestones:
i. The Debtors shall file for bankruptcy under chapter 11 of
the Bankruptcy Code on or before August 8, 2022;
ii. The Debtors shall file with the Bankruptcy Court, on or
before Aug. 19, 2022 at 5:00 p.m. (Eastern Time), a motion, in form
and substance reasonably satisfactory to Collateral Agent, the
Required Lenders, and Accommodating Customers, requesting entry by
the Bankruptcy Court of an order approving auction, bid and sale
procedures for the sale of the Debtors' assets to one or more
"Qualified Buyers";
iii. The Debtors will obtain from the Bankruptcy Court, on or
before Sept. 12, 2022, an order approving the bidding procedures,
and providing that all bids are due by Oct. 7, 2022;
iv. The Debtors shall conduct, on or before Oct. 11, 2022, at or
before 5:00 p.m. (Eastern Time), an auction for the sale of their
assets to one or more Qualified Buyers and at the conclusion of the
auction selected one or more Qualified Buyers, acceptable to the
Collateral Agent and the Required Lenders;
v. A hearing to approve the proposed sale to the Accepted
Bidders pursuant to Section 363 of the Bankruptcy shall be
conducted by the Bankruptcy Court on or before Oct. 17, 2022 at
5:00 p.m. (Eastern Time), or as soon as reasonably practicable
thereafter based upon the Bankruptcy Court's availability;
vi. The Debtors shall obtain, within two business days of the
Sale Hearing, an order from the Bankruptcy Court approving the
proposed sale to the Accepted Bidder(s); and
vii. The closing of the sale(s) to the Accepted Bidder(s) shall
occur on or before Oct. 31, 2022.
About Gissing North America
Gissing North America LLC, f/k/a Conform Gissing International,
LLC, and its affiliates are innovative and technology-driven
suppliers of acoustic systems and weight reduction solutions for
the automotive industry. They provide customers products that
minimize noise, vibration, and harshness throughout a vehicle and
reduce vehicle weight by using proprietary technology.
On Aug. 8, 2022, Gissing North America LLC and its affiliates
sought Chapter 11 protection (Bankr. E.D. Mich. Lead Case No.
22-46160).
Gissing North America reported assets of $50 million to $100
million and liabilities of $50 million to $100 million as of the
bankruptcy filing.
The Debtors tapped Wolfson Bolton PLLC as bankruptcy counsel.
Riveron Management Services' Steven R. Wybo is serving as CRO of
the Debtors.
GISSING NORTH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Gissing North America LLC
f/k/a Conform Gissing International, LLC
32500 Telegraph Rd. Ste. 207
Bingham Farms, MI 48025
Business Description: The Debtors are innovative and technology-
driven suppliers of acoustic systems and
weight reduction solutions for the
automotive industry. The Debtors provide
customers products that minimize noise,
vibration, and harshness throughout a
vehicle and reduce vehicle weight by
using proprietary technology. The Debtors
have a network of manufacturing operations
and technical centers throughout North
America.
Chapter 11 Petition Date: August 8, 2022
Court: United States Bankruptcy Court
Eastern District of Michigan
Eight affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Gissing North America LLC (Lead Case) 22-46160
Gissing Auburn LLC 22-46169
Gissing Fremont LLC 22-46170
Gissing Greenville LLC 22-46171
Gissing Sidney LLC 22-46172
Gissing Sumter LLC 22-46173
Gissing Technologies Mexico LLC 22-46175
Gissing Technologies LLC 22-46174
Debtors' Counsel: Scott A. Wolfson, Esq.
Michelle H. Bass, Esq.
Anthony J. Kochis, Esq.
WOLFSON BOLTON PLLC
3150 Livernois
Suite 275
Troy, MI 48083
Tel: (248) 247-7103
Fax: (248) 247-7099
Email: swolfson@wolfsonbolton.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $50 million to $100 million
The petitions were signed by Steven R. Wybo as chief restructuring
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/L4BUD3A/Gissing_North_America_LLC__miebke-22-46160__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. APT-Mold Manufacturing Trade Debt $489,774
Co., Ltd.
2A Zone of the 3rd Building
No. 54
Yanjiang Dongsi Road
Torch Development
China, Zhongshan
Guangdong 00052-8437
Carter Wu
Tel: 86 137 2620 7290
Email: carter.wu@apt-mold.com
2. Bridge Logistics Inc. Trade Debt $479,829
5 Circle Freeway
Cincinnati, OH 45246
T. Campbell
Tel: 513-330-5628
Email: tcampbell@bridgelogisticsinc.com
3. Drake Extrusion Trade Debt $1,583,184
P.O. Box 890886
United States of America
Charlotte, NC
28289-0886
S. Little
Tel: 276-632-0159
Email: slittle@drakeextrusion.com
4. DSV Road, Inc. Trade Debt $260,002
Dept CH 10902
United States of America
Palatine, IL 60055-0902
Tracey Massey
Tel: 617-569-9800
Email: tracey.massey@us.dsv.com
5. Easyflyer Logistic Limited Trade Debt $274,198
Watson House
54 Baker Street
United Kingdom
Longdon W1U 7BU
Jennifer Luis
Tel: 1-877-957-0143
Email: jennifer.luis@easyflyers.com
6. Fedex Trade Debt $315,448
P.O. Box 371461
Pittsburgh, PA
15250-7461
Woldon Sarmiento
Tel: 833-624-1822x1022
Email: wildon.sarmiento.osv@fedex.com
7. Fibervisions Incorporated Trade Debt $362,114
Dept. AT 40206
Atlanta, GA
31192-0206
Cheryl Knight
Tel: 770-784-3418
Email: Cheryl.Knight@Fibervisions.com
8. Hartt Transportation Trade Debt $424,514
P.O. Box 1385
Bangor, ME 04402
J. Castonguay
Tel: 207-852-3625
Email: jcastonguay@hartt-trans.com
9. HQS Automotive Default Judgment $392,512
International Lnc. for Trade Debt
22246 Chase Dr
United States of America
Novi, MI 48375
Tim So
Tel: 415-535-9950
Email: tim.so@hqsautomotive.com
10. Jiangsu Shifeng Trade Debt $529,614
New Materials Co., Ltd
215 East Jinsheng
Road, Jintan District
China
Jiangsu Province
21300
Terry Gu
Tel: 86-156718211188
Email: terry.gu@winfunfoam.com
11. Metro 3PL Trade Debt $772,537
P.O. Box 13188
United States of America
Milwaukee, WI
53213-0188
Sandy Johnson
Tel: 828-231-8770
12. Nefab Mexico S. DE C.V Trade Debt $286,719
Anillo Periferico Sur
4250 Int. B
Parque
Industial Green
Tech Co. Periodi
Mexico
Parque
Industial Green
Tech Co 45078
Tel: 52 (81) 1098 1200
Email: info@nefab.com.mx
13. Ningbo Huayou Trade Debt $749,634
Auto Parts, Ltd.
No. 908, Jinqiao Road
Gutang Street
China, Cixi City, Zhejiang
Haiyun Ma
Tel: 86-0574
63072289-8016
Email: sales@nbhuayou.com
14. Pingor Technologies Trade Debt $337,810
Company Ltd.
Unit A, 1/F, Shun
Cheung Ind. Bldg.
24-26 Wing Hong Street
Lai Chi Kok
Edison Ho
Tel: 86-137-2436 7438
Email: edison@hk-pingor.com
15. Pro Design & Trade Debt $336,695
Manufacturing LLC
PO Box 38
13 Elm Street
Newton Junction, NH
03859
Al Johnson
Tel: 603-475-3810
Email: prodesignmfg@comcast.net
16. Seiren Viscotec Trade Debt $356,591
Mexico S.A. DE C.V.
AV. Miguel
Hidalgo #200
Parque Industrial
Marabis, Abasolo
Mexico
Guanajuato
36987
Diana Carolina Torres Gonzalez
Email: diana.torres@svmx.seiren.com
17. Stein Fibers Ltd Trade Debt $1,736,225
PO Box 714522
Cincinnati, OH
45271-4522
Chip Stein
Tel: 518-694-8620
Email: Chip@steinfibers.com
18. Techstyles Inc. Trade Debt $1,984,150
32500 Telegraph Rd.
Bingham Farms, MI 48025
Tel: +1 (800) 733 3629
Email: info@techstyles.com
19. Tesla Legal Department Vendor $3,519,511
3500 Deer Creek Road Payments &
Palo Alto, CA 94304 Customer
Eric Goldberg Contributions
Email: Eric.Goldberg@us.dlapiper.com
20. Tooling Technology LLC Trade Debt $637,118
P.O. Box 74008763
Chicago, IL
60674-8783
Jeff Bradshaw
Tel: 937-295-3672
Email: jbradshaw@toolingtechgroup.com
GOLD STANDARD BAKING: Court Approves Going-Concern Sale
-------------------------------------------------------
Gold Standard Baking LLC won a bankruptcy court's approval Aug. 3,
2022, to sell its business to 37 Baking Holdings LLC for a credit
bid of $20 million, allowing the Chicago-based bakery to keep
operating as a going concern.
Leslie A. Pappas of Law360 reports that U.S. Bankruptcy Judge J.
Kate Stickles approved the sale at a virtual hearing Wednesday
despite an objection from the U.S. trustee's office about the
language in one paragraph of the sale order.
Judge Stickles said, "If 37 Baking is unable to consummate sale,
it's highly unlikely" that Gold Standard will find another buyer
and the company would probably go into liquidation, which would
harm its creditors."
As reported in the TCR on Aug. 2, 2022, Gold Standard Baking
received no other qualified offers for its assets, making a $20
million stalking horse credit bidder the top contender to purchase
its assets. Accordingly, the Debtor has cancelled a proposed
auction.
The stalking horse credit bidder is 37 Baking Holdings, which
comprises Gold Standard employees, including the current CEO, and a
consortium of investment firms, according to court records.
37 Baking will purchase the assets for an aggregate purchase price
consisting of: (i) a credit bid of a portion of the Debtors' first
lien obligations in the amount of $20 million; (ii) assumption of
certain assumed liabilities (including the DIP financing
obligations); and (iii) the assumption and assignment of certain
contracts.
37 Baking is purchasing the Debtor's Chicago facilities and other
remaining assets. The Debtors sold their Wisconsin facility to
Arbor Investments Management, LLC, in December 2021.
About Gold Standard Baking
Gold Standard Baking, LLC, Gold Standard Holdings, Inc., and Gold
Standard Real Estate, LLC are industrial bakers specializing in
croissants and a variety of other laminated dough-based sweet
goods. The Debtors' bakery is located in Chicago, Ill., and until
recently, ran a second bakery in Pleasant Prairie, Wis.
Gold Standard Baking and its affiliates (Bankr. D. Del. Lead Case
No. 22-10559) sought Chapter 11 protection on June 22, 2022. In
their petitions, the Debtors estimated assets and debt, on a
consolidated basis, in the range of $100 million to $500 million.
John T. Young, Jr., chief restructuring officer, signed the
petitions.
The Debtors tapped Klehr Harrison Harvey Branzburg, LLP as legal
counsel; Houlihan Lokey Capital, Inc. as investment banker; and
Riveron Consulting, LLC as financial and restructuring advisor.
Omni Agent Solutions is the notice, claims and balloting agent.
GOLD STANDARD: Gets OK to Hire Klehr Harrison Harvey as Counsel
---------------------------------------------------------------
Gold Standard Baking, LLC and its affiliates received approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Klehr Harrison Harvey Branzburg, LLP to serve as legal counsel in
its Chapter 11 case.
The firm's services include:
a. providing legal advice regarding local rules, practices and
procedures, and providing substantive and strategic advice on how
to accomplish the Debtors' goals in connection with the prosecution
of these cases;
b. appearing in court, depositions and at any meeting with the
U.S. Trustee for the District of Delaware and creditors;
c. attending meetings and negotiating with representatives of
creditors and other parties;
d. negotiating, drafting, reviewing, commenting and preparing
agreements, pleadings, documents and discovery materials to be
filed with the court and served on concerned parties;
e. advising and assisting the Debtors with respect to the
reporting requirements of the U.S. trustee;
f. taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which they are involved, including objections to claims filed
against the estates; and
g. performing various services in connection with the
administration of these cases.
Klehr will be paid at these rates:
Partners $470 to $1,035 per hour
Counsel $420 to $530 per hour
Associates $330 to $430 per hour
Paralegals $255 to $315 per hour
The firm will also be reimbursed for its out-of-pocket expenses.
The Debtors paid the firm a retainer of $325,000.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Klehr
disclosed the following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the pre-petition engagement, including any adjustments
during the 12 months pre-petition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: The firm represented the Debtors during the months
before the petition date commencing Jan. 1, 2022, using the
following hourly rates: partners, $470 to $1,035; counsel, $420 to
$530; associates, $330 to $430; paralegals, $255 to $315.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Yes, as reflected in the budget filed by the
Debtors.
Domenic Pacitti, Esq., a partner at Klehr, 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:
Domenic E. Pacitti, Esq.
Michael W. Yurkewicz, Eq.
Sally E. Veghte, Esq.
Klehr Harrison Harvey Branzburg, LLP
919 North Market Street, Suite 1000
Wilmington, DE 19801
Telephone: (302) 426-1189
Facsimile: (302) 426-9193
Email: dpacitti@klehr.com
myurkewicz@klehr.com
sveghte@klehr.com
About Gold Standard Baking
Gold Standard Baking, LLC, Gold Standard Holdings, Inc., and Gold
Standard Real Estate, LLC are industrial bakers specializing in
croissants and a variety of other laminated dough-based sweet
goods. The Debtors' bakery is located in Chicago, Ill., and until
recently, ran a second bakery in Pleasant Prairie, Wis.
Gold Standard Baking and its affiliates (Bankr. D. Del. Lead Case
No. 22-10559) sought Chapter 11 protection on June 22, 2022. In
their petitions, the Debtors estimated assets and debt, on a
consolidated basis, in the range of $100 million to $500 million.
John T. Young, Jr., chief restructuring officer, signed the
petitions.
Judge Kate Stickles oversees the cases.
The Debtors tapped Klehr Harrison Harvey Branzburg, LLP as legal
counsel; Houlihan Lokey Capital, Inc. as financial advisor and
investment banker; and Riveron Consulting, LLC as restructuring
advisor. John T. Young, Jr., of Riveron serves as the Debtor's
chief restructuring officer. Omni Agent Solutions is the notice,
claims and balloting agent and administrative agent.
On July 1, 2022, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Lowenstein Sandler, LLP as lead
counsel; Morris James, LLP as Delaware counsel; and Emerald Capital
Advisors as financial advisor.
GOLD STANDARD: Taps Houlihan Lokey Capital as Investment Banker
---------------------------------------------------------------
Gold Standard Baking, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Houlihan Lokey Capital, Inc. as financial advisor and investment
banker.
The firm's services include:
a. assisting in the development and distribution of selected
information, documents and other materials, including, if
appropriate, advising the Debtors in the preparation of an offering
memorandum;
b. assisting the Debtors in evaluating indications of interest
and proposals regarding any transactions from current and potential
lenders, equity investors, acquirers and strategic partners;
c. assisting the Debtors in the negotiation of any transactions,
including participation in negotiations with creditors and other
parties involved in the transactions;
d. providing expert advice and testimony regarding financial
matters related to any transactions, if necessary;
e. attending meetings of the Board of Directors, creditor
groups, official constituencies and other interested parties, as
the Debtors and the firm mutually agree; and
g. providing such other financial advisory and investment
banking services as may be agreed upon by the firm and the
Debtors.
The firm will be paid as follows:
(a) Monthly Fees: Houlihan Lokey will be paid a non-refundable
cash fee of $100,000 per month. Fifty percent (50%) of the monthly
fees previously paid on a timely basis to Houlihan Lokey shall be
credited against the "transaction fee" to which Houlihan Lokey
becomes entitled to, except that, in no event, shall such
transaction fee be reduced below zero. Notwithstanding the
foregoing, in the event of a "lender credit bid," 75% of the
monthly fees previously paid on a timely basis to Houlihan Lokey
commencing with the monthly fee due on Jan. 2, 2022 through and
including the monthly fee due on June 2, 2022 shall be credited
against any "sale transaction fee" applicable to such lender credit
bid to which Houlihan Lokey becomes entitled to, except that, in no
event, shall such transaction fee be reduced below zero. For the
avoidance of doubt, such monthly fee credits between January and
June 2022 total $225,000, and no other monthly fees for periods
before January 2022 or after June 2022 shall be subject to a 75%
credit.
(b) Transaction Fee: The Debtors shall pay Houlihan Lokey the
following transaction fees:
i. Liability Management Transaction Fee. Upon the closing of a
"liability transaction," Houlihan Lokey shall earn, and the Debtors
shall promptly pay the firm a cash fee of $1.75 million, provided
that Houlihan Lokey will not be entitled to earn more than one
liability management transaction fee for any single transaction;
ii. Restructuring Transaction Fee. In the case of an in-court
restructuring transaction, the effective date of a confirmed plan
of reorganization or liquidation under Chapter 11 or Chapter 7 of
the Bankruptcy Code, Houlihan Lokey shall earn, and the Debtors
shall promptly pay the firm a cash fee of $1.75 million;
iii. Sale Transaction Fee. Upon the closing of a sale transaction,
Houlihan Lokey shall earn, and the Debtors shall thereupon pay the
firm immediately and directly from the gross sale proceeds a cash
fee based on "aggregate gross consideration" calculated as
follows:
For AGC up to $60 million: $1.75 million, plus
For AGC from $60 million to $75 million: 2.5% of such
incremental AGC, plus
For AGC from $75 million to $108.2 million: 3% of such
incremental AGC, plus
For AGC in excess of $108.2 million: 3.5% of such incremental
AGC.
iv. Financing Transaction Fee. Upon the closing of each
financing transaction, Houlihan Lokey shall earn, and the Debtors
shall thereupon pay the firm immediately and directly from the
gross proceeds of such transaction a cash fee equal to the sum of:
(I) 1.0% of the gross proceeds of any indebtedness raised or
committed that is senior to other indebtedness of the Debtors,
secured by a first priority lien and unsubordinated, with respect
to both lien priority and payment, to any other obligations of the
Debtors; (II) 3.0% of the gross proceeds of any indebtedness raised
or committed that is secured by a lien (other than a first lien),
is unsecured or is subordinated; and (III) 5.0% of the gross
proceeds of all equity or equity-linked securities (including,
without limitation, convertible securities and preferred stock)
placed or committed.
Ryan Sandahl, a managing director at Houlihan Lokey, 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:
Ryan Sandahl
Houlihan Lokey Capital, Inc.
10250 Constellation Blvd. 5th Floor
Los Angeles, CA 90067
Tel: (310) 788-5266
About Gold Standard Baking
Gold Standard Baking, LLC, Gold Standard Holdings, Inc., and Gold
Standard Real Estate, LLC are industrial bakers specializing in
croissants and a variety of other laminated dough-based sweet
goods. The Debtors' bakery is located in Chicago, Ill., and until
recently, ran a second bakery in Pleasant Prairie, Wis.
Gold Standard Baking and its affiliates (Bankr. D. Del. Lead Case
No. 22-10559) sought Chapter 11 protection on June 22, 2022. In
their petitions, the Debtors estimated assets and debt, on a
consolidated basis, in the range of $100 million to $500 million.
John T. Young, Jr., chief restructuring officer, signed the
petitions.
Judge Kate Stickles oversees the cases.
The Debtors tapped Klehr Harrison Harvey Branzburg, LLP as legal
counsel; Houlihan Lokey Capital, Inc. as financial advisor and
investment banker; and Riveron Consulting, LLC as restructuring
advisor. John T. Young, Jr., of Riveron serves as the Debtor's
chief restructuring officer. Omni Agent Solutions is the notice,
claims and balloting agent and administrative agent.
On July 1, 2022, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Lowenstein Sandler, LLP as lead
counsel; Morris James, LLP as Delaware counsel; and Emerald Capital
Advisors as financial advisor.
GOLD STANDARD: Taps John Young of Riveron Management as CRO
-----------------------------------------------------------
Gold Standard Baking, LLC and its affiliates received approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
John Young, Jr., a senior managing director at Riveron Management
Services, LLC, as chief restructuring officer.
The services to be provided by the CRO include:
a. evaluating short-term cash flows and financing requirements
of the Debtors in relation to their Chapter 11 proceedings;
b. assisting the Debtors in the Chapter 11 proceedings,
including preparation and oversight of financial statements and
schedules related to the bankruptcy process, monthly operating
reports, first day pleadings, and other information required in the
bankruptcy;
c. assisting the Debtors in obtaining court approval for use of
cash collateral or other financing, including developing forecasts
and information;
d. assisting the Debtors with respect to their
bankruptcy-related claims management and reconciliation process;
e. assisting the Debtors in the development of a plan of
reorganization, including preparation of a liquidation analysis,
historical financial data and projections;
f. assisting management, where appropriate, in communications
and negotiations with other constituents critical to the successful
execution of the Debtors' bankruptcy proceedings;
g. working with the Debtors and their retained investment
banking professionals to assess any offer made pursuant to
bankruptcy court-approved sale procedures; and
h. assisting the Debtors with post-closing sale and wind-down of
the estate through a liquidation plan.
The firm will charge these hourly fees:
Senior Managing Director $815 to $1420 per hour
Managing Director $600 to $960 per hour
Directors $520 to $920 per hour
Senior Associates $505 to $650 per hour
Paraprofessionals $250 per hour
The retainer fee is $258,942.
Mr. Young 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:
John T. Young, Jr.
Riveron Management Services, LLC
909 Fannin Street, Suite 4000
Houston, TX 77010
Telephone: (713) 391-8498
Email: john.young@riveron.com
About Gold Standard Baking
Gold Standard Baking, LLC, Gold Standard Holdings, Inc., and Gold
Standard Real Estate, LLC are industrial bakers specializing in
croissants and a variety of other laminated dough-based sweet
goods. The Debtors' bakery is located in Chicago, Ill., and until
recently, ran a second bakery in Pleasant Prairie, Wis.
Gold Standard Baking and its affiliates (Bankr. D. Del. Lead Case
No. 22-10559) sought Chapter 11 protection on June 22, 2022. In
their petitions, the Debtors estimated assets and debt, on a
consolidated basis, in the range of $100 million to $500 million.
John T. Young, Jr., chief restructuring officer, signed the
petitions.
Judge Kate Stickles oversees the cases.
The Debtors tapped Klehr Harrison Harvey Branzburg, LLP as legal
counsel; Houlihan Lokey Capital, Inc. as financial advisor and
investment banker; and Riveron Consulting, LLC as restructuring
advisor. John T. Young, Jr., of Riveron serves as the Debtor's
chief restructuring officer. Omni Agent Solutions is the notice,
claims and balloting agent and administrative agent.
On July 1, 2022, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Lowenstein Sandler, LLP as lead
counsel; Morris James, LLP as Delaware counsel; and Emerald Capital
Advisors as financial advisor.
GOLD STANDARD: Taps Omni Agent Solutions as Administrative Agent
----------------------------------------------------------------
Gold Standard Baking, LLC and its affiliates received approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Omni Agent Solutions as administrative agent.
The firm will provide these services:
a. assisting with, among other things, solicitation, balloting
and tabulation of votes, and preparation of any related reports in
support of confirmation of a Chapter 11 plan, and processing
requests for documents;
b. preparing an official ballot certification and, if necessary,
testifying in support of the ballot tabulation results;
c. assisting with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs, and
gathering data in conjunction therewith;
d. providing a confidential data room, if requested; and
e. managing and coordinating any distributions pursuant to a
Chapter 11 plan.
Omni Agent Solutions will be paid at these rates:
Analyst $35 to $50 per hour
Consultants $65 to $160 per hour
Senior Consultants $165 to $200 per hour
Solicitation/Securities Services $205 per hour
Technology/Programming $85 to $135 per hour
The retainer fee is $50,000.
Paul Deutch, executive vice president of Omni Agent Solutions,
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:
Paul H. Deutch
Omni Agent Solutions
5955 De Soto Avenue Suite 100
Woodland Hills, CA 91367
Tel: (818) 906-8300
Fax: 818-783-2737
Email: lacontact@omniagnt.com
About Gold Standard Baking
Gold Standard Baking, LLC, Gold Standard Holdings, Inc., and Gold
Standard Real Estate, LLC are industrial bakers specializing in
croissants and a variety of other laminated dough-based sweet
goods. The Debtors' bakery is located in Chicago, Ill., and until
recently, ran a second bakery in Pleasant Prairie, Wis.
Gold Standard Baking and its affiliates (Bankr. D. Del. Lead Case
No. 22-10559) sought Chapter 11 protection on June 22, 2022. In
their petitions, the Debtors estimated assets and debt, on a
consolidated basis, in the range of $100 million to $500 million.
John T. Young, Jr., chief restructuring officer, signed the
petitions.
Judge Kate Stickles oversees the cases.
The Debtors tapped Klehr Harrison Harvey Branzburg, LLP as legal
counsel; Houlihan Lokey Capital, Inc. as financial advisor and
investment banker; and Riveron Consulting, LLC as restructuring
advisor. John T. Young, Jr., of Riveron serves as the Debtor's
chief restructuring officer. Omni Agent Solutions is the notice,
claims and balloting agent and administrative agent.
On July 1, 2022, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Lowenstein Sandler, LLP as lead
counsel; Morris James, LLP as Delaware counsel; and Emerald Capital
Advisors as financial advisor.
GRUPO AEROMEXICO: Workers Union Wants Court to Hear Vote Suit
-------------------------------------------------------------
A union of workers at Mexican flag carrier Grupo Aeromexico is
asking a New York bankruptcy court to rule on allegations it lied
to an investment firm about what plan voting rights the firm would
get when it purchased the union's Chapter 11 claims against
Aeromexico.
In a motion filed Friday, July 29, 2022, in federal district court,
the union sought to refer a suit over the claims purchase filed by
buyer Invictus Global Management in New York state court in June to
the bankruptcy court, arguing a bankruptcy court judge's ruling is
needed because the claims relate to Aeromexico's restructuring
plan.
Defendant Sindicato Nacional Trabajadores al Servicio de las
Líneas Aereas, Transportes, Servicios, Similares, y Conexos
("Independencia"), by and through its attorneys Wollmuth Maher &
Deutsch LLP, served a notice of the removal to the United States
District Court for the Southern District of New York for referral
to the United States Bankruptcy Court for the Southern District of
New York of all claims and causes of action asserted in an action
pending in the New York Supreme Court, County of New York, under
Index No. 656887/2022, entitled Invictus Global Management LLC,
Plaintiff, v. Monomoy Capital Partners LLC and Sindicato Nacional
Trabajadores al Servicio de las Lineas Aereas, Transportes,
Servicios, Similares, y Conexos, Defendants (the "Invictus
Action").
Between December 2020 and January 2021, Aeromexico reached
agreements with Independencia and three other Mexican unions on the
terms for their respective new collective bargaining agreements.
On April 22, 2021, the Bankruptcy Court entered an order
authorizing Aeromexico to enter agreements establishing new labor
conditions under Aeromexico's CBAs with each of the Unions, which
reflected consensual resolutions regarding modifications to the
Unions' respective CBAs.
The CBA Order also provided that Independencia was entitled to
three allowed general, non-priority unsecured claims. The amounts
of the allowed claims, and the relevant debtors, are as follows:
$44,090,000 (Aerovias); $2,530,000.00 (Aerolitoral); and $1,110,000
(Cargo).
The "Bankruptcy Protection Covenant" referenced in paragraph 8 was
an agreement entered into between Aeromexico and ASPA and was
attached as Annex 1 to the CBA Order, and required each of the
Unions to support a Complying Plan proposed by the Debtors,
including by voting in favor thereof.
On Aug. 9, 2021, Independencia entered into three separate Transfer
of Claim Agreements whereby Cowen purchased all of Independencia's
right, title, and interest to the Independencia Claims, including,
but not limited to, all rights, duties, and obligations related to
"voting and other similar rights." On Aug. 18, 2021, Cowen entered
into substantially similar agreements with Invictus, as Investment
Manager for Invictus Special Situations Master I, L.P., Corbin
Opportunity Fund, L.P., and Corbin ERISA Opportunity Fund, Ltd.,
whereby it sold the rights it obtained to the Independencia Claims
to Invictus.
In December 2021, Invictus submitted nine ballots totaling $47.3
million purporting to vote the Independencia Claims against the
Chapter 11 Plan in violation of paragraphs 8 and 12 of the CBA
Order.
On Dec. 24, 2021, Aeromexico filed a Motion to Enforce the Court's
Order Authorizing Entry Into New Agreements Establishing New Labor
Conditions with ASPA, ASSA, STIA, and Independencia.
On Jan. 21, 2022, the Bankruptcy Court entered an order enforcing
the
CBA Order against Invictus, including by ordering that
Independencia Union Claims be deemed to have voted to accept the
Chapter 11 Plan.
On Jan. 24, 2022, Invictus filed a notice of appeal of the Court's
enforcement Order.
On Jan. 28, 2022, Aeroméxico, Invictus, and the Ad Hoc Group of
OpCo Creditors entered a settlement agreement, pursuant to which,
among other things, Aeromexico agreed to request that the Court
vacate the Enforcement Order and permit Invictus to vote the
Independencia Claims in any way it deemed appropriate. In exchange,
Invictus agreed to withdraw its appeal.
This agreement was described on the record at the Confirmation
Hearing, was acknowledged by counsel for Invictus, who appeared at
the hearing, and reflected in the Confirmation Order.
On June 20, 2022, Invictus filed the Invictus Action in the Supreme
Court of New York against Monomoy Capital Partners LLC and
Independencia alleging, inter alia, that Monomoy and Independencia
misrepresented the applicability of paragraphs 8 and 12 of the CBA
Order and whether Invictus would be permitted to freely vote the
Independencia Claims, and therefore, fraudulently induced Invictus
to purchase the Independencia Claims (or, alternatively, that there
had been a mutual mistake.
"Removal of the claims in the Invictus Action and Referral to the
Bankruptcy Court will efficiently and expeditiously adjudicate
issues related to the treatment of the Independencia Claims under
the CBA Order, Invictus's settlement of the Enforcement Order, the
Exculpation Provisions of the Chapter 11 Plan and Confirmation
Order such that the claims asserted by Invictus are necessarily
connected to the implementation and administration of the Chapter
11 Plan and Confirmation Order," Independencia said.
Counsel for Independencia:
Ronald J. Aranoff
James N. Lawlor
Alexandra C. Spina
Katherine E. M. McQuillen
500 Fifth Avenue, 12th Floor
New York, NY 10110
Tel: (212) 382-3300
raranoff@wmd-law.com
jlawlor@wmd-law.com
aspina@wmd-law.com
kmcquillen@wmd-law.com
About Grupo Aeromexico
Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) --
https://www.aeromexico.com/ -- is a holding company whose
subsidiaries are engaged in commercial aviation in Mexico and the
promotion of passenger loyalty programs. Aeromexico, Mexico's
global airline, has its main hub at Terminal 2 at the Mexico City
International Airport. Its destinations network features the United
States, Canada, Central America, South America, Asia and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy
counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co
US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial
advisor and investment banker. White & Case LLP, Cervantes Sainz
S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors'
special counsel. Epiq Corporate Restructuring, LLC, is the claims
and administrative agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors on July 13, 2020. The committee is represented
by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP.
* * *
Aeromexico emerged from bankruptcy protection in March 2022 with a
$5 billion investment plan and changes to its fleet. Delta
Airlines, which held a 49% stake in Aeromexico before Chapter 11
bankruptcy proceedings, ended with a 20% share. Private equity firm
Apollo Global Management became the company's largest shareholder
following Chapter 11.
In June 2022, a majority of its shareholders approved a proposal to
exit the main Mexican stock exchange as part of the airline's
bankruptcy restructuring.
HAMILTON PROJECTS: Moody's Alters Ratings Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service has affirmed Hamilton Projects Acquiror,
LLC's (HPA) B1 rating on its senior secured credit facilities
consisting of a senior secured term loan due June 2027 and a senior
secured revolving credit facility due in June 2025. The outlook has
been revised to positive from stable.
Ratings Affirmed:
Issuer: Hamilton Projects Acquiror, LLC
Senior Secured First Lien Revolving Credit Facility, Affirmed B1
Senior Secured First Lien Term Loan B, Affirmed B1
Outlook Actions:
Issuer: Hamilton Projects Acquiror, LLC
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
HPA's B1 rating affirmation and revised outlook to positive from
stable reflects Moody's expectations for substantially higher
financial metrics given robust forward energy margins for at least
2022 and 2023. Natural gas prices being at its highest level since
2008 and strong demand for electricity are key drivers for the
robust expected energy margins. Moody's expect these factors, if
sustained, could lead to HPA achieving debt service coverage ratios
(DSCR) between 3.0-4.0x, Project CFO to Debt between 20%-30%, and
debt reduction that reaches at least the target debt balance over
the next two years. The ability of HPA to achieve these metrics are
further supported by energy hedges in place for the large majority
of HPA's power sales for the remainder of 2022 and almost half of
2023. That said, financial metrics may begin to moderate starting
in 2024 as natural gas prices decline and energy margins normalize
as implied by forward market indicators. Additionally, capacity
revenues are set to decline as prices drop to $49.49/MW-day for the
2023/2024 period compared to $140/MW-day for the 2021/2022 period.
The moderation of energy revenues and lower capacity revenues are
expected to result in DSCR of around 2.0x-2.50x and Project CFO to
Debt between the 10%-15% range after 2023, levels that are still
higher than Moody's previous expectations.
HPA' credit quality is also supported by the strong competitive
position of the two combined cycle plants in PJM, known capacity
prices through May 2024, and typical project finance 'B' loan
protections. High efficiency, strong operations, attractively
priced fuel from the Marcellus shale, and low fuel transportation
costs support the projects' competitive position. Further
supporting the project's credit quality are long-term service
agreements (LTSAs) with a subsidiary of Siemens Aktiengesellchaft
(Siemens: A1 stable), some diversification as a two-asset
portfolio, and the involvement of Carlyle and Cogentrix as the
sponsor and operator, respectively. On the latter, both Carlyle and
Cogentrix are highly experienced in the power sector and have
delivered on operational and commercial improvements.
The issuer's credit quality further considers the project's full
exposure to energy price risk and uncertain capacity prices
post-May 2024. Merchant market risk for both power and capacity
represent the greatest risk drivers for the issuer with declining
capacity prices through May 2024 and high natural gas prices
leading to energy margins representing a growing majority of total
gross margin after variable costs. Included in market risk are the
negative power price differential between the plant's node and the
regional power pricing hubs that leads to basis risk in hedges as
well as lower realized power prices relative to the regional hub
pricing. HPA's hedging program, which includes hedging basis risk
through firm transmission rights (FTRs), should partially reduce
the risk over at least the next 18 months and potentially past 2024
if the hedging program continues to roll forward and FTRs are
properly executed.
RATING OUTLOOK
The positive outlook considers likely robust financial metrics in
2022 and 2023 and associated debt pay down to at least the target
debt levels for those years.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
HPA's rating could be upgraded if it is able to pay down debt at
least in line with its target debt balance and demonstrate Project
CFO to Debt in excess of 15% and DSCR well above 2.5x while
sustaining DSCR above 2.0x and Project CFO to debt above 10% over
the longer term.
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
Given the positive outlook, HPA's rating is unlikely to be
downgraded in the near term. However, the project's rating can be
downgraded if it incurs a major unexpected outage which negatively
impacts future financial performance, DSCR drops below 1.50x, or
Project CFO to debt drops below 5%.
PROFILE
Hamilton Projects Acquiror, LLC (HPA) owns two combined cycle gas
fired plants located in Pennsylvania consisting of the 829 MW
Liberty Energy Center (Liberty) and 859 MW Patriot Energy Center
(Patriot) plants. Both projects reached commercial operations in
2016 and utilize Siemens SGT6 8000H turbines. HPA sells power into
PJM on a merchant basis and capacity into PJM's MAAC region.
Carlyle Power Partners II, L.P., a fund managed by the Carlyle
Group (Carlyle) owns the borrower.
The principal methodology used in these ratings was Power
Generation Projects Methodology published in January 2022.
HEARTBRAND HOLDINGS: Akaushi Beef Maker Seeks Chapter 11
--------------------------------------------------------
Texas beef company HeartBrand Holdings Inc. and its subsidiary
American Akaushi Association Inc. filed Chapter 11 after a creditor
won a multimillion-dollar judgment against them for fraud and
breach of contract.
The Company is a leading producer of Akaushi beef, a type of red
Wagyu Japanese cattle known for its high-quality meat. A small
number of Akaushi cattle were exported from Japan in the early
1990's and bred in Texas until the Company acquired the Akaushi
herd in 2006.
Since then, the Company has focused on growing the presence of
Akaushi cattle and its business, while maintaining the integrity of
the breed, the Company's large herd of Akaushi cattle, and
HeartBrand beef products.
HBI is a privately held corporation incorporated in the state of
Texas and holds 100% of the equity interests in AAA. HBI is a
holding company with no independent operations, instead HBI
operates its business through five wholly-owned operating
subsidiaries, each of which is critical to the Company's operations
and beef production process.
Each of HBI's other wholly-owned subsidiaries are not Debtors in
these chapter 11 cases and are not parties to the Judgment.
Therefore, HeartBrand Beef Sales, Inc., HeartBrand Cattle, Inc.,
HeartBrand Feeders, Inc., and HeartBrand Management Services, Inc.
are not affected by these chapter 11 cases at this time and their
customers and vendors can continue to expect the top-quality beef,
exceptional cattle, and preeminent genetics to which they are
accustomed.
Ronald Beeman has been the Chairman of the Board of Directors of
HBI from the time of its formation in 2006. Mr. Beeman has
extensive experience in and around the cattle, beef, and
meat-packing industries and has owned cattle and been involved in
meat production for more than 35 years. Mr. Beeman also serves as
the Chairman of AAA.
Chapter 11 Filing
According to the Debtors, the chapter 11 cases stem from an
underlying dispute involving a leverage play by Twinwood Cattle
Company, Inc. to breach and re-trade a 2016 settlement agreement.
Twinwood and HBI initially entered into a contract in 2009, under
which Twinwood agreed to purchase Akaushi cattle from HBI for
breeding and meat production and contribute
certain breeding and performance data to HBI's efforts to develop
the Akaushi breed.
In 2018, Twinwood filed a lawsuit in the 458th District Court in
Fort Bend County, Texas (the "Trial Court"), alleging that AAA
failed to provide Twinwood with access to certain genetic testing
data to which Twinwood claimed it was entitled. Twinwood
subsequently amended its petition
multiple times, adding HBI and Ronald Beeman as defendants, and
adding claims that the Debtors and Ronald Beeman had made
misrepresentations regarding the cattle sold to Twinwood in 2009.
The defendants brought counterclaims against Twinwood and the head
of its cattle breeding operation, Dr. Jose Antonio Elias Calles.
After an evidentiary trial, a jury returned a verdict in favor of
Twinwood and on Sept. 17, 2021, the Trial Court issued a judgment
of more than $28 million against AAA. HBI and Ronald Beeman were
deemed to be jointly and severally liable for portions of the
judgment (the "Judgment").
The Debtors and Ronald Beeman have appealed the verdict and
Judgment to the Fourteenth Court of Appeals of the State of Texas
(the "Texas Court of Appeals") and intend to demonstrate how
numerous errors by the Trial Court resulted in an unfair trial and
an incorrect outcome.
On Nov. 10, 2021, the Debtors posted a bond in the amount of
$6,708,183.90 to supersede and stay execution of the Judgment
pending appeal based upon the Company's calculation of net worth at
$13,416,167.80 as reflected on the Company's consolidated balance
sheet and a sworn affidavit of its controller, Carol Brown.
Twinwood subsequently challenged the posted security and after an
evidentiary hearing, the Trial Court ruled that the Debtors were
required to post additional security, based upon a revised estimate
of the Company's net worth, which the Trial Court increased to
$35,791,168. The Trial Court made this determination based on the
following findings: (i) the treatment of a $20 million promissory
note between HBI, as payor, and Beeman Ranch, a farm and ranch that
Mr. Beeman owns and operates, as payee (the "Promissory Note") as
equity, and (ii) including both a $1.5 million dividend distributed
to HBI's equityholders and $875,000 of share purchases in the
overall net worth of HBI. On July 12, 2022, the Texas Court of
Appeals affirmed the Trial Court's ruling in part, finding that the
Company's net worth should be calculated at $34,916,168 (the Trial
Court's amount less the $875,000 share purchase) and that the
Debtors were required to post an additional $10,749,900.10 of
aggregate security within twenty days to stay execution of the
Trial Court's Judgment (i.e., by August 1, 2022).
On July 18, 2022, the Debtors and Mr. Beeman filed a motion for
temporary relief/stay and a petition for writ of mandamus review
before the Supreme Court of Texas to prevent Twinwood from
enforcing the Judgment against them before August 2, 2022.
Twinwood objected to the requested relief and argued that HBI could
feasibly post the additional $10,749,900.10 security. The Texas
Supreme Court denied the requested relief on July 29, 2022.
The non-debtor operating subsidiaries are well-capitalized, have
been historically profitable, and should continue to be able to
operate their businesses, pay all of their obligations in a timely
manner, and generate sufficient excess cash flow to fund the costs
of the administration of these chapter 11 cases. However, the
Company does not have sufficient liquidity to post the remaining
$10,749,900 of additional security without significant risk of harm
to the Company's operations and the interests of its stakeholders.
Out of options and faced with the approaching deadline by which
Twinwood may execute on the Judgment, the Debtors determined that
filing these chapter 11 cases would maximize their chances of
preserving the value of the Debtors' enterprise in the best
interests of the Debtors, their estates, and the Debtors' various
stakeholders. The Debtors are prepared to do so by vigorously
arguing the appeal before the Texas Court of Appeals and have filed
chapter 11 cases in a final effort to provide themselves the
additional time necessary to be heard on the merits.
While the Debtors are confident they will prevail on the merits,
should the Texas Court of Appeals rule unfavorably, the Debtors are
prepared to pursue all alternatives available to them to maximize
the value of the Company's enterprise which may include
restructuring the Company's existing debts and exiting chapter 11
in an orderly fashion.
* * *
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 8, 2022, at 1:30 PM at US Trustee Houston Teleconference.
Proofs of claim are due by Dec. 7, 2022.
About HeartBrand Holdings Inc.
HeartBrand Holdings Inc. -- https://www.heartbrandbeef.com -- is a
beef company in Texas. The Company is a leading producer of
Akaushi beef, a type of red Wagyu Japanese cattle known for its
high-quality meat. HBI is a holding company with no independent
operations, instead HBI operates its business through five
wholly-owned operating subsidiaries, each of which is critical to
the Company's operations and beef production process.
HeartBrand Holdings Inc. and American Akaushi Association, Inc.,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Tex. Case No. 22-90127 and 22-90128) on Aug. 2, 2022.
In the petition filed by Ronald Beeman, as Chairman of the Board of
Directors, HeartBrand reported assets between $50 million and $100
million and liabilities between $10 million and $50 million.
Vinson & Elkins, is the Debtor's counsel. Omni Agent Solutions is
the claims agent.
HENRY COUNTY HEALTH CARE AUTHORITY: S&P Affirms 'BB+' Bonds Rating
------------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'BB+' long-term rating and underlying rating (SPUR) on
Henry County Health Care Authority, Ala.'s series 2013, 2014, and
2016 health care facilities tax anticipation bonds.
"The outlook revision reflects a multiyear trend of weaker
operating performance spurred by what we view as elevated social
human capital risk under our environmental, social, and governance
factors," said S&P Global Ratings credit analyst Anne Cosgrove. The
authority has had to significantly reduce capacity at the skilled
nursing facility (SNF) by almost half, given significant staffing
issues due to elevated labor costs and the inability to find
sufficient staff to operate at full capacity.
The rating reflects the authority's:
-- Location in a county with a small, declining population and per
capita income below the national average;
-- Staffing constraints including higher labor costs that limit
the SNF's overall capacity, characteristic of the overall industry
and reflective of challenges that have been exacerbated by the
COVID-19 pandemic;
-- High leverage with limited new debt capacity; and
-- Reliance on governmental payers, namely Medicaid and Medicare,
that are subject to funding cuts and uncertainty at the state and
national level.
Partially offsetting factors include the authority's:
-- Stable tax revenues and a fee-for-service payment model
supporting debt service payments and operations;
-- Multiyear trend of positive operating performance when
including property taxes and nonrecurring pandemic-related
funding;
-- Sound business position, as evidenced by solid demand for
services that includes a waitlist for the SNF and virtually full
capacity at the assisted-living facilities; and
-- Adequate balance sheet.
S&P said, "We view Henry County Health Care Authority's human
capital social risk as elevated and view it as a negative credit
factor, given labor cost pressures and staffing vacancies that have
led to weaker operations. In our view, the authority faces slightly
higher environmental physical risks from hurricanes and tropical
weather than issuers that are located further inland, as the
southern edge of the county is about 100 miles from the Gulf of
Mexico. In addition, we believe the health care authority has
weaker transparency and reporting governance, as annual audits are
typically not completed in a timely manner and management does not
engage in interim financial reporting, which we view as best
practice. The rating incorporates our view of the core mission of
the SLF, which is to protect the health and safety of its
residents, as further evidenced by its responsibilities for
residents to receive additional services and care as needed.
"The negative outlook reflects our view of continued uncertainty
during the outlook period given recent operating pressures due to
elevated human capital social risk. This has led to significantly
higher staffing costs and the inability of the authority to operate
at full capacity. The authority has also benefited from Paycheck
Protection Program loan forgiveness to help generate positive
operations to date.
"We could lower the rating should the authority not maintain
positive operations or improve performance in fiscal 2022 as
expected. In addition, we could take a negative rating action if
key balance sheet metrics weaken, such as a retrenchment in
unrestricted reserves to fiscal 2018 levels or weaker; an issuance
of new debt, given high leverage; or if demand for the authority's
services softens.
"We could revise the outlook to stable if the authority's
operational performance improves as expected in fiscal 2022 to
generate overall maximum annual debt service coverage in line with
higher historical trends. This would be in addition to maintaining
unrestricted reserves, solid demand, and capacity in the SNF. There
could also be a benefit if there was increased tax support for the
authority."
INNOVATIVE CHEMICAL: S&P Alters Outlook to Neg., Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on sealants and adhesives
company Innovative Chemical Products Group (ICP) to negative from
positive and affirmed its 'B-' issuer credit rating. S&P also
affirmed its 'CCC' issue-level rating on its second-lien debt. At
the same time, S&P lowered its issue-level rating on ICP's
first-lien debt to 'B-' from 'B' and revised its recovery rating to
'3' from '2'.
The negative outlook reflects the potential that the company's
capital structure could become unsustainable, particularly if the
economy experiences a prolonged recession.
Supply chain tightness, which contributed to its weak performance
in 2021, continued to weigh on ICP's operations in the first half
of 2022. While the company increased its organic net sales by 4.5%
in 2021 (supported by an almost 8% rise in the volumes in its
Industrial Solutions Group [ISG] segment and a 4.8% improvement in
its pricing), its profitability deteriorated because of a
significant increase in raw material costs during the middle
portion of the year. The company's operating loss in 2021 widened
to $75 million from roughly $40 million the year prior despite the
addition of $439 million of additional revenue from its
acquisitions of Gardner-Gibson (closed January 2021) and other
targets. Specifically, some of ICP's suppliers that provide its
silicones, packaging, and acrylics faced constrained capacity due
to labor issues and supply/demand imbalances. Therefore, the
company was forced to acquire these materials by purchasing them
offshore, which lengthened its supply chain and increased its
costs. S&P said, "We suspect the company bought greater volumes of
these materials than normal to ensure their continued availability
and may have purchased them at less-attractive prices, which
burdened its profitability. These dynamics have continued to
negatively affect its performance in 2022. The unavailability of
blowing agents reduced ICP's top-line revenue meaningfully during
the first half of 2022. In addition, the company's working capital
burden for this six-month period was much heavier on a
year-over-year basis. We believe these conditions have only
recently begun to improve and estimate the company's S&P Global
Ratings-adjusted EBITDA margins during the first half of 2022 were
six percentage points lower relative to the same period the prior
year." ICP has implemented multiple price increases (each over 15%)
and took specific operational cost reduction actions to offset some
of these headwinds. However, it may be some time before its
profitability returns to the levels it experienced during the first
half of 2021."
The risk of a recession has increased. S&P's economists'
qualitative assessment of the risk of a recession occurring in the
U.S. over the next 12 months is 45% (amid a wider range of
40%-50%). This range was only 20%-30% in late March 2022. U.S. GDP
has contracted for two subsequent quarters, though real consumer
spending rose 1.0% in the second quarter and the jobs market
remains tight. If the macroeconomy enters a deep and prolonged
recession, this could reduce the demand for ICP's housing-related
products. Management believes it can mitigate the effects of a
recession on its performance given its competitive position in the
commercial repair and maintenance segment, which may be more
resilient than its residential business.
The negative outlook on ICP reflects the potential S&P will lower
its rating in the next 12 months if the U.S. experiences a
recession that reduces the demand for its industrial and building
products. For example, a recession could erode the demand for its
sealants and adhesives for housing applications and the tightness
in the supply chain--which has eased as of late--could return to
late 2021 levels or worse.
S&P said, "In our base-case scenario, we expect significant revenue
growth in 2022 due to the Gardner-Gibson and Choice Adhesives
acquisitions. We also assume an increase in the company's organic
volumes and anticipate it will convert its healthy backlog into
revenue. We expect any improvement in ICP's profitability will be
weighted toward the back-half of the year as the supply chain
normalizes. We also believe the company's debt leverage will likely
remain high over the near-term. Furthermore, we estimate its
weighted-average S&P Global Ratings-adjusted debt to EBITDA ratio
may remain in the 7.5x-8.5x range while it sustains adequate
liquidity for the rating. However, Our base-case scenario does not
incorporate any additional transformational acquisitions or
dividends.
"We could lower our ratings on ICP in the next 12 months if we
believe macroeconomic conditions and its execution are weak enough
to render its capital structure unsustainable. We believe this
could occur due to a combination of margin erosion, continued
negative free cash flow, and tightening financial covenant headroom
(with headroom of less than 15% and no prospects for improvement).
"We could revise our outlook on ICP to stable in the next 12 months
if it is more resilient to the macroeconomic headwinds than we
expect. This could occur if it demonstrates good operational
execution, including maintaining the improvement in its EBITDA
margins such that its weighted-average S&P Global Ratings-adjusted
debt to EBITDA decreases below 7.5x and trends toward the 6.5x
area. For a higher rating, we would expect the company to sustain
even stronger credit measures and employ financial policies that we
believe would support less-aggressive debt leverage levels."
ESG credit indicators: E-2, S-2, G-3
IRI HOLDINGS: Moody's Withdraws 'B3' CFR Following Debt Repayment
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for IRI
Holdings, Inc.'s ratings including the B3 Corporate Family Rating
and the B3-PD Probability of Default Rating.
The following ratings/assessments are affected by the action:
Ratings Withdrawn:
Issuer: IRI Holdings, Inc.
Corporate Family Rating, Withdrawn, previously rated B3
Probability of Default Rating, Withdrawn, previously rated B3-PD
Gtd Senior Secured First Lien Revolving Credit Facility,
Withdrawn, previously rated B2 (LGD3)
Gtd Senior Secured First Lien Term Loan, Withdrawn, previously
rated B2 (LGD3)
Gtd Senior Secured Second Lien Term Loan, Withdrawn, previously
rated Caa2 (LGD5)
Outlook Actions:
Issuer: IRI Holdings, Inc.
Outlook, Changed To Rating Withdrawn From Stable
RATINGS RATIONALE
Moody's has withdrawn the ratings because IRI's debt previously
rated by Moody's has been fully repaid.
Headquartered in Chicago, Illinois, IRI Holdings, Inc. provides
market measurement data and related services to consumer packaged
goods and health care manufacturers in the US and internationally.
KDR SUPPLY: Continued Operations to Fund Plan Payments
------------------------------------------------------
KDR Supply, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of Texas a Disclosure Statement describing Plan of
Reorganization dated August 4, 2022.
Edwin Fisher founded KDR Supply in 1981 to support the local
oilfield service industry. In the company's humble beginnings, KDR
supplied such things as swab cups to the swab trucks as well as
other items to the work-over rigs operating in the Liberty area.
Since the date of filing, the Debtor has continued to operate its
business as Debtor-in-Possession and worked towards a consensual
plan of reorganization.
The Debtor shall continue the operation of its business and pay its
general unsecured creditors 15% of its net profits over a five year
period from the effective date of its Plan.
The Plan of Reorganization proposes the continuation of the
Debtor's business with 15% of the net profits to be utilized to
fund the Plan over a 5 year period.
Class 6 is impaired and consists of the unsecured claims under
$500.00. There are 14 claims in this class for a total of
$2,439.70. These claims shall be paid on the effective date of the
Plan. Any member of Class 7 who agrees to reduce their claim to
$499.99 may elect to be treated in Class 6 of the Plan. The
election to accept treatment in Class 6 shall be made in writing on
the ballot. The election to be treated in Class 6 by a Class 7
creditor is an election to accept $499.99 in full satisfaction of
their entire claim.
Class 7 is impaired and consists of the non-insider unsecured
claims in this Estate over $499.99. The claims in this class are
approximately $1,036,059.96. The allowed non-insider unsecured
claims in this Estate over $499.99 will be paid as much of what
they are owed as possible and will be mailed the Debtor's previous
year's financial statements each year for five years, during the
term of the five-year Plan, on or about May 1st each year,
beginning on May 1, 2022, and thereafter on or about May 1, 2023,
May 1, 2024, May 1, 2025 and May 1, 2026.
Each year, if the Reorganized Debtor made a net profit, after
income taxes, and after making all secured plan payments and normal
overhead payments, the Reorganized Debtor shall pay to the allowed
unsecured creditors their prorata share of 15% of the net profit
for the previous year, in twelve monthly payments beginning on
September 15th of the year in which the financial statements are
mailed to these creditors.
Each year, during the term of the five-year Plan, the Reorganized
Debtor will repeat the 12-month payment plan to the allowed
unsecured creditors if the Reorganized Debtor made a net profit the
previous year as reflected in the previous year's financial
statements. This payout will not exceed five years, and at the end
of the five-year Plan term, the remaining balance owed, if any, to
the allowed unsecured creditors shall be discharged. Any member of
Class 7 who agrees to reduce their claim to $499.99 may elect to be
treated in Class 6 of the Plan. The election to accept treatment in
Class 6 shall be made in writing on the ballot. The election to be
treated in Class 6 by a Class 7 creditor is an election to accept
$499.99 in full satisfaction of their entire claim.
Class 8 is impaired and consists of the equity interest holder of
the Debtor, Rocky Fisher. Equity interest holders are parties who
hold an ownership interest (i.e., equity interest) in KDR Supply,
Inc. The shareholder is Rocky Fisher (100%). On the effective date
of the plan, the existing equity interest shall be deemed
cancelled, released, and extinguished, and will be of no further
force or effect, without further action or inaction, thereafter.
The existing equity interest holder is not entitled to vote on the
plan. On the effective date of the plan, the Debtor is authorized
to issue or cause to be issued, new equity interest for eventual
distribution in accordance with the terms of this plan without
further notice to or order of the Bankruptcy Court. All new equity
interests issued pursuant to the plan shall be duly authorized and
validly issued.
Implementation of the Plan requires entry of an order by the
Bankruptcy Court confirming the Plan. The Plan is to be
implemented, if accepted and approved by the Bankruptcy Court, in
its entire form as filed on August 4, 2022. The effective date of
the plan shall be 30 days after the date the Plan is confirmed by
this Court.
A full-text copy of the Disclosure Statement dated August 4, 2022,
is available at https://bit.ly/3BNASpC from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Julie M. Koenig, Esq.
Cooper & Scully, PC
815 Walker St., Suite 1040
Houston, TX 77002
Telephone: (713) 236-6800
Facsimile: (713) 236-6880
Email: julie.koenig@cooperscully.com
About KDR Supply Inc.
KDR Supply, Inc. was founded in 1981 to support the local oilfield
service industry. KDR Supply offers, subsurface pumps,
industrial supplies, oilfield supplies, pumps, and tools.
KDR Supply sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-10115) on April 6,
2022. In the petition signed by president Rocky Fisher, the Debtor
disclosed $2,668,765 in total assets and $6,793,314 in total
liabilities.
Judge Joshua P. Searcy oversees the case.
Julie M. Koenig, Esq., at Cooper and Scully, PC, is the Debtor's
counsel.
LASHLINER INC: Case Summary & Nine Unsecured Creditors
------------------------------------------------------
Debtor: LashLiner, Inc.
d/b/a Lashliner LLC
16120 Woodinville-Redmond Rd Suite 15
Woodinville, WA 98072
Business Description: The Debtor owns health and personal care
stores.
Chapter 11 Petition Date: August 8, 2022
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 22-11273
Judge: Hon. Timothy W. Dore
Debtor's Counsel: Dmitry Merrit, Esq.
LAW OFFICES OF D. MERRIT & ASSOCIATES
14205 S.E. 36th Street Suite 100
Bellevue, WA 98006
Tel: (360) 322-4511
Fax: (323) 978-6598
Email: merritlaw@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Kitzberger as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/JEFD5LI/LashLiner_Inc__wawbke-22-11273__0001.0.pdf?mcid=tGE4TAMA
LEASE INVESTMENT: Claim Filing Deadline Set for Sept. 29
--------------------------------------------------------
The Court of Chancery of the State of Delaware, having jurisdiction
over the verified petition for approval of the Trustee's plan of
resolution filed with the Court on May 2, 2022, entered an order
approving Sept. 29, 2022, at 5:00 p.m. (prevailing Pacific Time),
as deadline for each person or entity to file any proofs of claim
against Lease Investment Flight Trust and its affiliates.
Any person or entity who fails to file a claim before the deadline
will be prohibited from filing against the Companies. Copies of
the petition and bar date order can be found at
https://liftreports.con
All proofs of claim must be filed by hand delivery, by nationally
recognized overnight courier, or by certified or registered mail,
postage prepaid so as to be actually received by Phoenix American
Financial Services Inc., as administrative agent of the Companies,
on or before the deadline at:
Lease Investment Flight Trust
c/o Phoenix American Financial Services Inc.
Attn: Joseph Horgan, Senior Vice President
as Administrative Agent
2401 Kerner Boulevard
San Rafael, California 94901
The Court has set a final hearing for Nov. 23, 2022, at 10:00 a.m.
(prevailing Easter Time) on the Trustee's plan of resolution.
Further information, contact:
Paul Denaro, Esq.
Milbank LLP
Tel: (212) 530-5431
Email: pdenaro@milbank.com
John H Newcomer, Jr., Esq.
Morris James LLP
Tel: (302) 888-6975
Email: jnewcomer@morrisjames.com
Lease Investment Flight Trust engages in acquiring, financing,
re-financing, owning, leasing, re-leasing, selling, maintaining,
and modifying commercial jet aircraft. The company was
incorporated in 2001 and is based in Wilmington, Delaware. Lease
Investment Flight Trust operates as a subsidiary of GE Commercial
Aviation Service.
LINKMEYER PROPERTIES: Sept. 12 Plan Confirmation Hearing Set
------------------------------------------------------------
On August 3, 2022, Linkmeyer Kroger, LLC, a Debtor Affiliate of
Linkmeyer Properties, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Indiana a Corrected Second Amended
Disclosure Statement relating to Corrected Second Amended Chapter
11 Plan of Reorganization.
On August 4, 2022, Judge Andrea K. McCord approved the Disclosure
Statement and ordered that:
* Sept. 12, 2022, at 10:00 AM is the hearing to consider
confirmation of the Plan.
* Sept. 6, 2022 is fixed as the last day to file and serve any
objection to the confirmation of the Plan.
* Aug. 29, 2022 is fixed as the last day to deliver any ballot
accepting or rejecting the Plan.
A copy of the order dated August 4, 2022, is available at
https://bit.ly/3bE8jAu from PacerMonitor.com at no charge.
The Debtors are represented by:
David R. Krebs, Esq.
John J. Allman, Esq.
Hester Baker Krebs LLC
One Indiana Square,  Suite 1600
Indianapolis, IN 46204
Tel: (317) 833-3030
Fax: (317) 833-3031
Email: dkrebs@hbkfirm.com
jallman@hbkfirm.com
About Linkmeyer Properties
Linkmeyer Properties, LLC, Linkmeyer Kroger, LLC, and Linkmeyer
Development II, LLC filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No.
20-90898) on Aug. 13, 2020. At the time of the filing, each Debtor
disclosed estimated assets of less than $50,000 and estimated
liabilities of between $1 million and $10 million. Judge Andrea K.
Mccord oversees the cases. Hester Baker Krebs, LLC serves as
Debtors' legal counsel.
MALLINCKRODT PLC: Attorneys Get $13M in Fees for Securities Deal
----------------------------------------------------------------
Rick Archer of Law360 reports that a District of Columbia federal
judge on August 2, 2022, awarded over $13 million in fees to
Barrack Rodos & Bacine, Lowenstein Sandler LLP, and Murray Murphy
Moul & Basil LLP for representing the investor class in a $65.75
million settlement of securities claims against drugmaker
Mallinckrodt.
In her orders, U.S. District Judge Dabney L. Friedrich gave final
approval to the settlement and granted the lead counsel's unopposed
application for a 20% attorney fee award -- $13.15 million -- plus
$500,000 in reimbursement for litigation expenses for the suit
alleging that Mallinckrodt hid its reliance on federal payments for
its Acthar gel product from investors.
A full-text copy of the article is available at
https://www.law360.com/bankruptcy/articles/1517640/attorneys-get-13m-in-fees-for-mallinckrodt-securities-deal
About Mallinckrodt PLC
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly-owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins, LLP and Richards, Layton &
Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes &
Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel;
Guggenheim Securities, LLC as investment banker; and AlixPartners,
LLP as restructuring advisor. Prime Clerk, LLC is the claims
agent.
The official committee of unsecured creditors retained Cooley, LLP,
as its legal counsel; Robinson & Cole, LLP as co-counsel; and
Dundon Advisers, LLC as financial advisor.
On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an
official committee of opioid-related claimants. The OCC tapped
Akin Gump Strauss Hauer & Feld, LLP as its lead counsel; Cole
Schotz as Delaware co-counsel; Province, Inc. as financial advisor;
and Jefferies, LLC as investment banker.
* * *
Mallinckrodt plc on June 16, 2022, announced that it has
successfully completed its reorganization process, emerged from
Chapter 11 and completed the Irish Examinership proceedings.
Implementing the Plan and the Scheme strengthens the Company's
balance sheet, reduces its total debt by approximately $1.3 billion
and enables it to move forward with more than $250 million in cash
and cash equivalents on hand. The Plan and Scheme include key
legal settlements that resolve opioid claims brought against the
Company and litigation matters involving Acthar Gel, among other
claims, and provides for significant equitization of the Company's
guaranteed unsecured notes.
MPX INTERNATIONAL: Cannabis Company Files Under CCAA
----------------------------------------------------
Pursuant to an order of the Ontario Superior Court of Justice
(Commercial List) made on July 25, 2022, MPX International
Corporation ("MPXI"), BioCannabis Products Ltd., Canveda Inc., The
CinG-X Corporation, Spartan Wellness Corporation, MPXI Alberta
Corporation, MCLN Inc., and Salus BioPharma Corporation
("Applicants") were granted protection under the Companies'
Creditors Arrangement Act, as amended ("CCAA") and KSV
Restructuring Inc. ("KSV") was appointed monitor of the
Applicants("Monitor").
Pursuant to the terms of the Initial Order, inter alia, the Court:
a) granted a stay of proceedings in favour of each of the
Applicants, the Non-Applicant Stay Parties and their
respective directors and officers to and including
Aug. 4, 2022 ("Stay Period");
b) approved the terms of a debtor-in-possession loan
facility ("DIP Facility") in the initial maximum
principal amount of $1.2 million made available by
David Taylor, Alastair Crawford, Broughton Finance
and Brahma Finance Limited ("Initial DIP Lenders",
and together with any other Debentureholder who
participates in the DIP Facility with the consent
of the Monitor and the Initial DIP Lenders
("DIP Lenders")), pursuant to a term sheet dated
July 25, 2022;
c) granted a charge:
i. in the amount of $300,000 on all of the
Applicants' current and future assets,
property and undertaking ("Property") to
secure the fees and disbursements of the
Applicants' legal counsel, as well as
the fees and disbursements of the Monitor
and its independent legal counsel
("Administration Charge");
ii. up to the maximum amount of $1.2 million
on the Property in favor of the DIP
Lenders to secure advances to the
Applicants made under the DIP Facility
until Aug. 4, 2022 ("DIP Lenders'
Charge"); and
iii. in the amount of $145,000 on the Property
in favor of the directors and officers
of the Applicants (the "Directors' Charge"
and collectively with the DIP Lenders'
Charge and the Administration Charge,
the "Charges"); and
d) relieved MPXI, a reporting issuer listed on the
Canadian Securities Exchange, of its obligation
to call and hold its annual general meeting of
shareholders ("AGM") until further order of the
Court.
The principal purpose of these CCAA proceedings ("CCAA
Proceedings") is to create a stabilized environment to enable the
Applicants to secure urgently required interim financing and to
pursue a restructuring of their business and sale of the business
and assets of the Companies by conducting a Court-supervised sale
and investor solicitation process ("SISP"), while continuing
operations in the ordinary course of business with the breathing
space afforded by filing for protection under the CCAA. Subject to
Court approval, the SISP is to be conducted by the Monitor, with
the assistance of the Applicants.
Pursuant to the terms of the Initial Order, the DIP Lenders were
granted the DIP Lenders' Charge up to a maximum amount of $1.2
million to secure initial advances made under the DIP Facility from
the date of the Initial Order to the Comeback Motion ("Initial DIP
Advance"). The DIP Lenders have advanced the full $1.2 million to
the Companies since the granting of the Initial Order.
Substantially all of the funds advanced by the DIP Lenders under
the Initial DIP Advance have been used, or are expected to be used
prior to the Comeback Hearing, in the manner described in the
Pre-Filing Report, including to pay critical expenses of the
Companies and to fund an intercompany loan to Salus Bioceutical
(Thailand) Co., Ltd., an indirect subsidiary of MPXI with
operations in Thailand.
Pursuant to the Initial Order, there is a stay of proceedings until
Aug. 4, 2022, which may be extended by the Court from time-to-time.
A motion is scheduled to be heard on Aug. 4, 2022 to extend the
stay of proceedings to Oct. 21, 2022 ("Comeback Motion"). A copy
of this order, if issued, will be available on the Monitor’s
website at https://www.ksvadvisory.com/experience/case/MPXI.
Counsel to the Companies:
Bennet Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, ON, M5X 1A4
Sean Zweig
Tel: (416) 777-6254
Email: zweigs@bennettjones.com
Mike Shakra
Tel: (416) 777-6236
Email: shakram@bennettjones.com
Thomas Gray
Tel: (416) 777-7924
Email: grayt@bennetjones.com
Monitor can be reached at:
KSV Restructuring Inc.
150 King Street West, Suite 2308
Toronto, ON M5H 1J9
Noah Goldstein
Tel: (416) 932-6027
Email: ngoldstein@ksvadvisory.com
Murtaza Tallat
Tel: (416) 932-6031
Email: mtallat@ksvadvisory.com
Christian Vit
Tel: (647) 848-1350
Email: cvit@ksvadvisory.com
Counsel to the Monitor:
Aird & Berlis LLP
Brookfield Place
181 Bay St.
Suite 1800
Toronto, ON M5J 2T9
Kyle Plunkett
Tel: (416) 865-3406
Email: kplunkett@airdberlis.com
Sam Babe
Tel: (416) 865-7718
Email: sbabe@airdberlis.com
Ian Aversa
Te ]l: (416) 865-3082
Email: iaversa@airdberlis.com
Tamie Dolny
Tel: (647) 426-2306
Email: tdolny@airdberlis.com
Counsel to the DIP Lenders:
Dentons LLP
77 King St W
Suite 400
Toronto, ON M5K 0A1
Kenneth Kraft
Tel: (416) 863-4374
Email: Kenneth.kraft@dentons.com
Sara-Ann Wilson
Tel: (416) 863-4402
Email: sara.wilson@dentons.com
MPX International Corporation produces, resells, manages, consults
cannabis companies and cannabis education. MPX and its affiliates
consist of 23 entities registered in Canada, Lesotho, South Africa,
Switzerland, Malta, Thailand, Australia and the United Kingdom.
OBSIDIAN ENERGY: DBRS Finalizes B(high) Issuer Rating
-----------------------------------------------------
DBRS Limited finalized its provisional Issuer Rating of B (high) on
Obsidian Energy Ltd. DBRS Morningstar also finalized its
provisional rating of B (high) with a recovery rating of RR4 on
Obsidian's Senior Unsecured Notes (the Senior Notes). All trends
are Stable. The finalized ratings follow the issuance of the Senior
Notes on terms consistent with those contemplated by DBRS
Morningstar when it assigned provisional ratings on July 19, 2022.
Notes: The principal methodologies are Rating Companies in the Oil
and Gas and Oilfield Services Industries.
OSG GROUP: Seeks Cash Collateral Access, $26 MM DIP Loan
--------------------------------------------------------
OSG Group Holdings, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to,
among other things, use cash collateral and obtain postpetition
financing.
The Debtors seek to obtain postpetition financing on a junior
secured superpriority basis in the aggregate principal amount of
approximately $26 million, consisting of (a) an aggregate principal
amount of approximately $15 million in "new money" loans, plus
commitment fees and (b) an aggregate principal amount of
approximately $10,400,000 plus accrued interest from June 1, 2022
through the date of the Interim DIP Order constituting "rolled-up"
2022 Incremental Loans of DIP Term Loans resulting from a partial
"roll-up" of outstanding obligations under the Existing Second Lien
Credit Agreement, pursuant to the terms and conditions of a Junior
Secured Debtor-in-Possession Term Loan Credit Agreement, by and
among Output Services Group, Inc., as borrower, OSG Holdings, Inc.
and each of the other Debtors, as guarantors, and Wilmington Trust,
National Association, as administrative agent and collateral agent
for and on behalf of itself and the existing Lenders under the
Existing Second Lien Credit Agreement, who will constitute the "DIP
Lenders".
The DIP financing will mature through earliest of (a) August 31,
2022, (b) 17 days after the Petition Date if the Final Order has
not been entered, (c) the "effective date" of the Plan, (d) the
date the Chapter 11 Cases are dismissed or converted to chapter 7
case(s), (e) the acceleration and the termination of the DIP
Financing, and (f) the closing date of any sale of all or
substantially all of the assets of the Loan Parties.
The DIP facility requires the Debtors to reach these milestones:
1. Entry of the Interim DIP Order, in form and substance (and
any modification thereto) acceptable to the DIP Lenders no later
than five days after the Petition Date;
2. Entry of an order by the Court granting the Disclosure
Statement Motion and confirming the Plan pursuant to section 1129
of the Code (assuming the Plan has obtained the requisite votes),
which confirmation order (and any modification thereto) will be in
form and substance acceptable to the DIP Lenders, no later than
seven days after the Petition Date;
3. Entry of the Final Order, in form and substance acceptable
to the DIP Lenders, no later than 17 days after the Petition Date;
4. Occurrence of the effective date of the Plan on or before
August 31, 2022; and
5. No later than 63 days after the Petition Date (or such
later date as Agents may agree in writing at their discretion), the
Court will have entered an order granting the Disclosure Statement
Motion and confirming the Plan pursuant to section 1129 of the Code
(assuming the Plan has obtained the requisite votes), which order
(and any modification thereto) will be in form and substance
acceptable to DIP Agent and DIP Lenders.
Each of the milestones is subject to extension by written consent
of the DIP Lenders after consultation with the Required First Lien
Lenders.
The Debtors commenced the Chapter 11 Cases to pursue and consummate
a value-maximizing restructuring through the Plan, for which votes
in favor were timely received by Holders of 98.36% of the Existing
First Lien Claims, Holders of 100% of the Existing Second Lien
Claims, and Holders of 100% of Sponsor Contributions. The Plan
contemplates a restructuring, which includes, among other things:
a. Deleveraging the Debtors' capital structure by
approximately $134 million;
b. The infusion of approximately $70 million of new money,
including committed exit financing;
c. Assumption of all executory contracts and unexpired leases
and payment of all trade claims in full in the ordinary course of
business; and
d. Emergence from chapter 11 by the end of August 2022.
The Debtors assert that approval of the DIP Financing and
consensual use of cash collateral is a critical step in their
efforts to restructure their balance sheet, recapitalize their
businesses, and position the Debtors to execute on their long term
business plan. The Debtors are in need of an incremental liquidity
to ensure sufficient working capital to administer these cases and
to otherwise manage their estates and effectively serve their
customers. Immediate access to the DIP Financing and authority to
use the Cash Collateral is paramount to ensure that the Debtors
have sufficient liquidity to fund their operations.
As of the Petition Date, the Debtors' prepetition capital structure
includes approximately $824.9 million in aggregate principal amount
of funded debt obligations. Pursuant to the First Lien Credit
Agreement dated as of March 27, 2018 by and among OSG Holdings,
Inc., as holdings, Output Services Group, Inc., as borrower, and
each other loan party thereto, Barclays Bank PLC, as administrative
agent, and the lenders party thereto, the Prepetition Secured
Parties provided a first lien revolving credit facility and a
first lien term loan credit facility.
The Revolving Credit Facility was originally issued in an aggregate
principal amount of $15 million (subsequently increased to $20
million, as of September 13, 2019) and has a maturity date of March
27, 2023. Interest on the Revolving Credit Facility accrues at
LIBOR plus an applicable margin of 4.25%. As of the Petition Date,
approximately $19.6 million principal amount and $0.2 million in
accrued interest remain outstanding on the Revolving Credit
Facility.
The Prepetition First Lien Term Loan Facility was originally issued
in an aggregate principal amount of $292.5 million, which was
comprised of a term loan B tranche of approximately $242.5 million
and a delayed draw term loan tranche of approximately $50 million.
Since then, the Prepetition First Lien Credit Agreement was amended
six times. As of the Petition Date, the Prepetition First Lien Term
Loans consisted of:
(i) a dollar denominated term loan A tranche, issued in an
aggregate principal amount of $185.392 million;
(ii) a British pound-denominated term loan A tranche, issued in
an aggregate principal amount of GBP41 million; and
(iii) a dollar-denominated term loan B tranche, issued in an
aggregate principal amount of approximately $497.300 million.
The Second Lien Credit Agreement, dated as of September 13, 2019,
by and among OSG Holdings, Inc., as holdings, Output Services
Group, Inc., as borrower, and each other loan party thereto,
Wilmington Trust, N.A., as administrative agent, and the lenders
party thereto, governs a second lien secured term loan credit
facility. The Second Lien Term Loan Facility was originally issued
in an aggregate principal amount of $155 million, which was
comprised of a British pound tranche of approximately $80 million
and a dollar tranche of approximately $75 million. The Second Lien
Term Loan Facility matures on September 27, 2024, and interest
accrues at LIBOR plus an applicable margin of 9%.
As of the Petition Date, approximately $168.8 million in aggregate
principal amount and $3.8 million in aggregate accrued interest and
other fees remain outstanding on the Second Lien Term Loan
Facility. The liens securing the Second Lien Term Loan Facility are
second in priority in relation to the liens securing the First Lien
Term Loan Facility.
On February 1, 2022, Debtor Globalex issued a secured promissory
note to Aquiline Financial Services Fund III L.P. in an original
principal amount of $21.2 million. The Globalex Secured Note has a
maturity date that is the earlier of (a) December 27, 2024, and (b)
a default under the terms of the Globalex Secured Note. Interest on
the Globalex Secured Note accrues at a per annum rate equal to
6.00%. As of the Petition Date, approximately $21.6 million
principal amount and $0.1 million in accrued interest remain
outstanding on the Globalex Secured Note.
These events constitute an "Event of Default:"
a. the DIP Documents and obligations thereunder become
unenforceable;
b. non-payment of principal, interest and fees;
c. defaults under affirmative and negative covenants;
d. breaches of representations and warranties;
e. dismissal or conversion of the Bankruptcy Cases;
f. appointment of a trustee or examiner;
g. relief from the automatic stay for the benefit of any other
creditor with respect to any material DIP Collateral without the
consent of the DIP Lenders;
h. the payment by any Loan Party of any pre-petition claim without
the prior written consent of the DIP Lenders other than as
permitted by the Budget, subject to permitted variances;
i. termination of exclusivity; and
j. failure to meet any Milestone.
The First Lien Agent and Second Lien Agent will be granted valid,
binding, enforceable and automatically perfected postpetition liens
on all of the DIP Collateral, with the relative priorities set
forth on the budget and subject and junior only to (i) the
Carve-Out, (ii) the Permitted Prior Liens, and (iii) the Junior DIP
Liens.
The First Lien and Second Lien Secured Parties will receive
superpriority administrative expense claims against each of the
Debtors as provided in section 507(b) and 364(c)(1) of the
Bankruptcy Code, with priority in payment over any and all
administrative expenses of the kinds specified or ordered pursuant
to any provision of the Bankruptcy Code.
A copy of the motion is available at https://bit.ly/3QsYt3e from
Stretto, the claims agent.
About OSG Group Holdings
OSG Group Holdings Inc. -- https://osgconnect.com/ -- through its
subsidiaries, offers outsourced communications solutions to
corporate clients primarily in North America and Europe, the Middle
East, and Asia. The Company provides complementary services such
as online payment portals, call centers, document scanning and
accounts payable software.
OSG Group Holdings and affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10718)
on August 7, 2022. In the petition filed by Erik W. Ek, as
president, secretary and treasurer, OSG reported assets between
$500,000 and $1 billion and liabilities between $1 billion and $10
billion.
The Debtors tapped Ropes & Gray LLP as general bankruptcy counsel;
Bayard, P.A., as Delaware bankruptcy counsel; FTI Consulting, Inc.,
as financial advisor; and Evercore Group L.L.C. as investment
banker. Stretto, Inc., serves as claims agent.
PARETEUM CORP: Unsecureds' Recovery "TBD" in Liquidating Plan
-------------------------------------------------------------
Pareteum Corporation and certain of its affiliates, filed with the
U.S. Bankruptcy Court for the Southern District of New York a
Disclosure Statement for Chapter 11 Plan of Liquidation dated
August 4, 2022.
The Company's roots are founded in Elephant Talk Communications
Corp. ("ET Corp"), an internet telephone service provider that was
formed through the merger of Staruni Corporation (USA, 1962) and
Elephant Talk Limited (Hong Kong, 1994) in 2001.
The Plan is centered around (i) the sale of substantially all of
the Debtors' assets (the "Sale") to Circles Ventures Group, LLC
("CVG") and Circles MVNE PTE. Ltd. ("Circles" and, together with
CVG, the "Purchasers") under section 363 of the Bankruptcy Code
pursuant to an asset purchase agreement dated June 30, 2022 (the
"Sale Order") (as such agreement may be amended, supplemented, or
otherwise modified from time to time, the "Purchase Agreement") and
(ii) a global settlement and release agreement among the Debtors,
the Purchasers, and the official committee of unsecured creditors
(the "Creditors' Committee"), (as it may be amended, supplemented,
or otherwise modified from time to time, the "Global Settlement"),
which was approved by the Bankruptcy Court on July 8, 2022.
The Sale and the Global Settlement are the result of extensive
good-faith negotiations among the Debtors, the Creditors'
Committee, and the Purchasers.
With the closing of the Sale on July 11, 2022, the Debtors have
liquidated their primary tangible assets and satisfied
substantially all of their secured debt obligations. Pursuant to
the Purchase Agreement, the Debtors retained $600,000 in Cash to be
used to wind down, dissolve, and liquidate the Debtors' Estates and
distribute their remaining assets pursuant to the Plan (the "Wind
Down Amount"). The Debtors' other remaining assets primarily
consist of potential Causes of Action and tax refunds the Debtors
believe they are owed by the Spanish and Italian governments (the
"Tax Refund").
Pursuant to the Purchase Agreement and the Global Settlement, the
Purchasers are providing the following consideration to the
Estates: (i) a $60,008,167 credit bid against Other Secured Claims
under the Bridge Loan, the Prepetition Senior Notes, and the Junior
Convertible Notes; (ii) an aggregate of at least $1.25 million in
new money to fund the Liquidating Trust; (iii) the transfer of 20%
of net recoveries (if any) of the Circles Assigned Claims and the
CVG Assigned Claims to the Liquidating Trust within 10 days of the
receipt thereof; (iv) payment of costs to cure prepetition defaults
under the Executory Contracts assumed under the Purchase Agreement;
and (v) assumption of certain other liabilities of the Debtors.
The cornerstone of the Plan is the Court-approved Global Settlement
among the Debtors, the Creditors' Committee, and the Purchasers. In
addition to the Liquidating Trust Escrow Account, the Plan
establishes three other reserve accounts: (i) the Plan Reserve
Account, (ii) the Disputed Claims Reserve, and (iii) the
Professional Fee Escrow.
The Plan Reserve Account will be funded with the Wind Down Amount
($600,000) less the Wind Down Trust Amount ($100,000), less any
amounts that may be used between the Sale Closing Date and the
Effective Date to fund the costs of the Chapter 11 Cases, including
the satisfaction of Allowed Claims on or prior to the Effective
Date in accordance with the terms of the Plan and any orders of the
Bankruptcy Court.
Following the Effective Date, the funds in the Plan Reserve Account
will be used to pay Allowed Administrative Claims (other than
Professional Fee Claims), Allowed Priority Tax Claims, Allowed
Other Secured Claims, and Allowed Other Priority Claims that have
not otherwise been satisfied as of the Effective Date
(collectively, the "Plan Reserve Obligations"). Any funds remaining
in the Plan Reserve Account following satisfaction or disallowance
of all Plan Reserve Obligations will become Liquidating Trust
Assets.
The Debtors estimate that Allowed General Unsecured Claims could
range from approximately $18.5 million to amount to be determined,
which could be significantly in excess of that amount as a result
of contingent, unliquidated and disputed claims, which include, but
are not limited to litigation and class action claims, for which
the Debtors may be determined to be liable, in part or otherwise.
Class 4 consists of General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim shall receive such Holder's Pro
Rata share of the Liquidating Trust Interests entitling such Holder
to receive, on a Distribution Date, its Pro Rata share of the
Liquidating Trust Net Recovery available for Distribution on each
such Distribution Date as provided under the Plan and the
Liquidating Trust Agreement. The allowed unsecured claims total
$18.5 million.
Holders of other general unsecured claims in Class 4 are impaired
and their projected recovery is still "to be determined", according
to the Disclosure Statement.
On the Effective Date, all Interests shall be eliminated, and
Holders of Interests shall not receive or retain any property under
the Plan on account of such Interests.
On and after the Effective Date, the initial Liquidating Trustee
shall become and serve as the Liquidating Trustee. The Liquidating
Trustee will be a disinterested Person designated by the Creditors'
Committee, in consultation with the Debtors, and identified in the
Liquidating Trustee Disclosure.
A full-text copy of the Disclosure Statement dated August 4, 2022,
is available at https://bit.ly/3vLK225 from Kurtzman Carson
Consultants, LLC, claims agent.
Counsel to the Debtors:
Frank A. Oswald, Esq.
Brian F. Moore, Esq.
Amy M. Oden, Esq.
Togut, Segal & Segal, LLP
One Penn Plaza, Suite 3335
New York, NY 10119
Tel: (212) 594-5000
Fax: (212) 967-4258
Email: frankoswald@teamtogut.com
bmoore@teamtogut.com
aoden@teamtogut.com
About Pareteum Corporation
Pareteum Corporation is a cloud software communications platform
company which provides communications platform-as-a-service (CPaaS)
solutions offering mobility, messaging, and connectivity and
security services and applications. It has operations in North
America, Latin America, Europe, Middle East, Africa, and the
Asia-Pacific region.
Pareteum Corporation and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-10615) on May 15, 2022. In the petition signed by Laura W.
Thomas, interim chief financial officer, Pareteum Corporation
disclosed $52,043,000 in assets and $10,486,000 in liabilities.
Judge Lisa G. Beckerman oversees the cases.
The Debtors tapped Togut, Segal & Segal, LLP as bankruptcy counsel;
King & Spalding, LLP as special counsel; FTI Capital Advisors, LLC
as investment banker; FTI Consulting, Inc. as financial advisor;
and Saccullo Business Consulting, LLC as provider of wind-down
officer and additional personnel. Kurtzman Carson Consultants, LLC
is the claims, noticing, and balloting agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' cases on May 24, 2022. Sidley
Austin, LLP and AlixPartners, LLP serve as the committee's legal
counsel and financial advisor, respectively.
PARKLAND CORP: S&P Raises Unsecured Debt Rating to 'BB'
-------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Parkland
Corp.'s unsecured debt to 'BB' from 'BB-' and revised the recovery
rating on the debt to '4' (30%-50%, rounded estimate: 30%) from
'5'. The '4' recovery rating indicates its expectation of average
recovery in an event of default. The rating action follows
Parkland's announcement that it will own 100% of Sol Investments
SEZC in exchange for 20 million common shares of Parkland. In S&P's
previous assessments, it had assumed that the 25% ownership of Sol
will be acquired with 100% debt and, therefore, had incorporated
that assumption within its recovery analysis through a 100% draw on
the revolver. However, given the equity transaction, S&P is now
applying its default assumption of 85% draw on the cash flow
revolver in an event of default as opposed to its prior assumption
of a 100% draw. The raised issue-level rating and revised recovery
rating are a result of higher enterprise value available to
unsecured debt holders.
S&P said, "Our 'BB' issuer credit rating on Parkland is unchanged
as a result of the transaction. In our view, the transaction aids
in delevering the balance sheet because we will no longer
incorporate the approximately C$600 million put option in our debt
adjustments. We estimate Parkland will generate about C$1.6 billion
EBITDA in 2022 based on organic growth spurred by consistent
recovery in fuel volumes, higher fuel and convenience store
margins, and the full-year impact of acquisitions. As a result,
giving effect to the equity-financed Sol transaction and modestly
higher EBITDA than previously forecast, we project Parkland will
exit 2022 with debt to EBITDA of 3.7x-3.8x compared with about 4.5x
(pro forma the acquisitions) as of last 12 months to June 30,
2022."
ISSUE RATINGS--RECOVERY ANALYIS
Key analytical factors
-- S&P assumes a hypothetical default in 2027 stemming from a
significant decline in fuel volumes and margins, which could result
from a protracted recession that reduces fuel demand and lowers
store traffic.
-- In addition, intensifying competition and lower-than-expected
refinery utilization could pressure cash flows further to the point
that the company is no longer able to operate absent filing for
creditor protection.
-- S&P said, "To value Parkland's Burnaby, B.C., refinery asset,
we apply about a US$3,000 multiple to the refinery's 55,000 barrels
per day of crude slate throughput capacity. Our valuation reflects
the favorable market dynamics, access to cost-advantaged sources of
crude through the Trans Mountain Pipeline System, a low-complexity
refinery, and a good product slate because more than 90% of the
refinery output is high-value products."
-- S&P is applying a default assumption of 85% revolver draw at
the time of default
-- S&P values the rest of Parkland's assets, including 100% of
Sol, using an EBITDA multiple approach--the fuel retail assets are
valued at a 5x multiple on default-year EBITDA of about C$725
million.
-- The total net enterprise value is about C$3.6 billion.
-- Parkland's senior secured debtholders (for the revolver) would
expect very high (90%-100%; rounded estimate: 95%) recovery in the
event of default.
-- A residual value of C$1.47 billion available to unsecured
debtholders would lead to average (30%-50%; rounded estimate: 30%)
recovery in default.
Simulated default assumptions
-- Valuation of refinery: About C$215 million
-- Emergence EBITDA of retail assets: C$725.5 million
-- Multiple: 5x
Simplified waterfall
-- Gross enterprise value (including the valuation for the Burnaby
refinery): about C$3.8 billion
-- Net recovery value for waterfall after administrative expenses
(5%): about C$3.6 billion
-- Estimated priority claims: about C$4.3 million
-- Remaining recovery value: About C$3.6 billion
-- Estimated senior secured claim: About C$2.1 billion
-- Value available for senior secured claim: About C$3.6 billion
--Recovery range: 90%-100% (rounded estimate: 95%)
-- Estimated senior unsecured claims: about C$4.3 billion
-- Value available for unsecured claim: about C$1.47 billion
--Recovery range: 30%-50% (rounded estimate: 30%)
PAVERS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pavers, Inc.
102 Overhill Rd
Salina, KS 67401
Chapter 11 Petition Date: August 8, 2022
Court: United States Bankruptcy Court
District of Kansas
Case No.: 22-40463
Debtor's Counsel: David Prelle Eron, Esq.
PRELLE ERON & BAILEY, P.A.
301 N. Main St., Suite 2000
Wichita, KS 67202
Tel: (316) 262-5500
Fax: (316) 262-5559
Email: david@eronlaw.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeffrey B. Wilson as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/MUI7LKY/Pavers_Inc__ksbke-22-40463__0001.0.pdf?mcid=tGE4TAMA
PEOPLE SPEAK: Sept. 1 Disclosure Statement Hearing Set
------------------------------------------------------
Judge Meredith S. Grabill has entered an order within which
September 1, 2022, at 9:00 a.m. is the hearing to consider approval
of the Disclosure Statement of People Speak, LLC.
Judge Grabill further ordered that August 25, 2022 is fixed as the
last day to file any objections to the Disclosure Statement.
A copy of the order dated August 2, 2022, is available at
https://bit.ly/3vHkaVm from PacerMonitor.com at no charge.
Debtor's Counsel:
LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD
STEWART F. PECK
CHRISTOPHER T. CAPLINGER
JAMES W. THURMAN
601 Poydras Street, Suite 2775
New Orleans, LA 70130
Telephone: (504) 568-1990
Facsimile: (504) 310-9195
About People Speak
People Speak, LLC, a privately held company that operates in the
traveler accommodation industry, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. La. Case No. 21-10315) on March
11, 2021. Rachele Riley, owner, and member signed the petition.
The Debtor disclosed $1 million to $10 million in both assets and
liabilities in the petition.
Judge Meredith S. Grabill oversees the case.
Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, led by Stewart F. Peck,
Esq., serves as the Debtor's counsel.
PLAYER'S POKER: Unsecureds Will Get 30% of Claims in 3 Years
------------------------------------------------------------
Player's Poker Club, Inc., filed with the U.S. Bankruptcy Court
for the Central District of California a Disclosure Statement
describing Plan of Reorganization dated August 4, 2022.
Located in Ventura, California, the Debtor offers a wide selection
of gambling options, and is a nice friendly place to enjoy a day of
poker and other card games.
Prior to filing the bankruptcy case, the Debtor formulated a number
of changes to improve profitability which will be implemented
during the bankruptcy case and subsequent to confirmation of its
plan of reorganization.
These changes include: finding a new location to operate its
business that is conducive to the COVID environment; reducing the
number of personnel to account for COVID issues; implementing more
aggressive advertising and a new focused advertising program in the
COVID environment once a new location is found; modifying its
marketing plan; and implementing strict policies on purchase and
supplies. The Debtor believes that these changes would allow the
Debtor to propose a plan of reorganization, which will pay all of
the estate's creditors.
The Plan is a reorganization plan in which the Debtor has
reorganized its business operations to enable it to make orderly
distributions to creditors of the Debtor's estate on their
prepetition claims. The Debtor estimates that distributions under
the Plan to unsecured creditors of the bankruptcy estate will be
accomplished over 3 years from the effective date of the Plan with
distributions occurring each year from the effective date of the
Plan.
Distributions to secured creditors will be according to the terms
of their security interests and the Plan. Payments under the Plan
will be made from the proceeds of the operation of the Debtor's
business, which business is the operation of a card room in Ventura
County.
Class 5 consists of General Unsecured Claims. Unsecured claims of
General Unsecured Creditors consists of the approximate amounts
$1,413,142. The Reorganized Debtor will make 3 payments to
creditors holding Allowed Class 5 General Unsecured Claims.
The Reorganized Debtor will make an initial payment in the amount
of equal to 10% of the Allowed Claims amount of each General
Unsecured Creditor on the effective date, and another payment in
the amount of 10% of the Allowed Claim amount of each General
Unsecured Creditor 12 months after the initial payment, and another
payment in the amount of 10% of the Allowed Claim amount of each
General Unsecured Creditor 24 months after the initial payment, for
a total distribution of 30% on each Allowed Claim of the General
Unsecured Creditors (collectively, the "Unsecured Payments").
Class 7 consists of Interest holder. The Debtor's equity interests
will retain equal interests in the Reorganized Debtor.
The Plan will be funded by the operation of the Business. If the
operation of the Business does not result in sufficient capital to
fund the Plan, the Debtor expect that the Debtor's principal owner,
Monica Donohoo, will provide additional capital contributions to
fund outstanding obligations.
The Debtor's principal owner is Monica Donohoo. Patrick Berry is
the Business' general manager. Monica Donohoo expects to fulfill
any capital contribution from her independent savings and will
determine the amount to be funded as necessity dictates.
A full-text copy of the Disclosure Statement dated August 4, 2022,
is available at https://bit.ly/3bCSFp4 from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Michael S. Kogan
KOGAN LAW FIRM, APC
11500 W. Olympic Blvd., Suite 400
Los Angeles, California 90064
Telephone: (310) 954-1690
mkogan@koganlawfirm.com
About Player's Poker Club
Ventura, Calif.-based Player's Poker Club, Inc. filed a petition
for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-10357) on
April 6, 2021, listing $3,061,422 in assets and $3,500,852 in
liabilities. Patrick Berry, general manager, signed the
petition.
Judge Martin R. Barash oversees the case.
The Debtor tapped Kogan Law Firm, APC as bankruptcy counsel; Falk &
Sharp, APC as special counsel; and Kallman + Logan & Company, LLP
and RubinBrown, LLP as accountants.
PMC PARTNERS: Starts Chapter 11 Subchapter V Case
-------------------------------------------------
PMC Partners LLC has sought bankruptcy protection in Virginia. The
Debtor filed as a small business debtor seeking relief under
Subchapter V of Chapter 11 of the Bankruptcy Code.
According to the balance sheet attached to the petition, PMC
Partners had assets of $689,350 as of Aug. 1, 2022. Its assets are
mostly on account of goodwill valued at $689,410. The document
says the Debtor's liabilities were just $483.97 as of Aug. 1.
But in its list of largest unsecured creditors, the Debtor
identified seven parties with claims ranging from $38,000 to
$450,000 on account of loans.
Zaman Holdings, LLC, sits atop the list with a $450,000 claim.
Forest Light Capital, Inc., owns 100% of the Debtor.
According to court filings, PMC Partners LLC estimates between 1
and 49 unsecured creditors. The petition states funds will be
available to unsecured creditors.
About PMC Partners LLC
PMC Partners LLC filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case No. 22-11009) on August 2, 2022. In the petition filed by
Larry Turner director, the Debtor reports assets up to $50,000 and
estimated liabilities between $1 million and $10 million.
Lawrence A. Katz has been appointed as Subchapter V trustee.
David Spiro, of Spiro & Browne, PLC, is the Debtor's counsel.
PROFRAC HOLDINGS II: Moody's Rates Delayed Draw Term Loan 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned B2 rating to ProFrac Holdings
II, LLC's Delayed Draw Term Loan (DDTL). ProFrac's other ratings
including its B2 Corporate Family Rating, its B2 rating on the
senior secured term loan and stable outlook are unchanged.
The company amended its term loan agreement to increase its term
loan facility by $150 million and also to provide for the DDTL. The
DDTL provides for a potential aggregate principal amount of up to
$100 million for ProFrac to draw upon at its option until the
earlier of (i) the consummation of the previously disclosed
agreement for ProFrac to acquire U.S. Well Services (USWS) and (ii)
March 31, 2023.
The proceeds from the add-on term loan were used to fund the
previously disclosed acquisition of sand businesses SP Silica of
Monahans, LLC and SP Silica Sales, LLC (together, Monahans) for
approximately $90 million.. The balance of the proceeds, along with
operating cash, will be used to facilitate the proposed acquisition
of USWS, to pay outstanding debt under the company's ABL credit
facility and for general corporate purposes.
The following rating action was taken:
Assignments:
Issuer: ProFrac Holdings II, LLC
Gtd. Senior Secured Delayed Draw Term Loan, Assigned B2 (LGD4)
RATINGS RATIONALE
ProFrac's existing senior secured term loan and the add-on term
loan ($452 million outstanding together as of the closing of the
add-on term loan transaction) due in March 2025 are rated B2, the
same as the CFR. The DDTL is also rated B2 as it will be part of
the same debt class as term loan once it is drawn upon. The term
loans and DDTL have a first lien on all the assets of the borrower
and guarantors, including the subsidiaries, except for the ABL
collateral where they have a second priority lien. The $200 million
ABL revolving credit facility matures in March 2027 and has a first
lien claim on all the working capital assets of the borrower (ABL
collateral) and a second lien claim on all other assets of the
borrower and guarantors. While the ABL has a priority claim to the
more liquid collateral, the size of the ABL facility relative to
the term loans and DDTL does not result in a notching down of the
term loan from the B2 CFR. However, if the company were to upsize
the ABL on a committed basis, that could pressure the ratings of
the term loan and DDTL. The company also has a $24 million First
Financial Loan due in July 2025, collateralized by a small subset
of ProFrac's tractor assets.
ProFrac's B2 reflects the company's improving business profile, as
well as Moody's expectation that a substantial improvement in cash
flow generation in 2022 and recent public equity placement will
reduce ProFrac's reliance on debt in funding its growth and
operations. ProFrac is expanding its business through acquisitions.
The most recently announced acquisition of USWS, will continue to
add to scale, market position and competitive product offering of
ProFrac. The combined company will benefit from a substantially
enhanced offering of electric powered fracturing services, as well
as a larger portfolio of active fleets. ProFrac will also benefit
from its vertically integrated business model with enhanced
manufacturing and distribution capabilities and improving execution
capabilities. Following the IPO, ProFrac is well positioned to fund
its growth through a combination of raising public equity,
operating cash flow and some borrowing. Moody's expects ProFrac to
generate solid operating cash flow in 2022. The larger fleet,
improved utilization rates and higher pricing for its fleet have
boosted ProFrac's cash flow generation faster than Moody's earlier
expectations. The acquisition of sand businesses, manufacturing
business and other cost savings measures should improve the
company's cash margins.
The company's credit profile is tempered by high cyclicality of the
Oilfield Services (OFS) sector. While the company's financial
leverage improved modestly in 2021 and is likely to continue to
improve in 2022 as earnings rise, the company's largest service
line focus makes it fully reliant on highly cyclical demand for
pressure pumping services. The hydraulic fracturing service –
ProFrac's single service line - is particularly competitive and is
dominated by several larger companies that have greater financial
resources, and product and service line diversity, than ProFrac.
ProFrac's stable outlook reflects an improvement in cash flow
generation through rate increases for its fleet and a greater
financial flexibility, supported by the recent initial public
offering.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to a rating upgrade include sustainable
EBITDA growth in a significantly improving industry environment,
debt reduction, maintaining good liquidity and conservative
financial policies.
Factors that could lead to a rating downgrade include debt/EBITDA
above 4x, EBITDA/interest below 3x, deterioration in liquidity, or
more aggressive financial policies.
ProFrac, headquartered in Willow Park, Texas, fully owned by
ProFrac Holding Corp. (NASDAQ: PFHC), is a vertically integrated
provider of hydraulic fracturing services to E&P companies in the
United States. ProFrac is substantially owned by the Wilks family.
The principal methodology used in this rating was Oilfield Services
published in August 2021.
REVLON INC: Davis Polk Advises Lenders in Chapter 11, DIP Loan
--------------------------------------------------------------
Davis Polk is advising an ad hoc group of lenders in connection
with their backstop commitment and funding of a $575 million term
loan debtor-in-possession credit facility in the chapter 11
restructuring of Revlon, Inc. and certain of its subsidiaries
(collectively, "Revlon"). On June 15, 2022, Revlon initiated
voluntary chapter 11 proceedings in the United States Bankruptcy
Court for the Southern District of New York. Members of the ad hoc
group collectively hold a majority of loans outstanding under the
company’s prepetition 'BrandCo’ term loan credit facilities.
Certain of Revlon’s prepetition ABL revolving lenders
additionally agreed to roll up their prepetition facilities into a
$400 million ABL debtor-in-possession credit facility. The
debtor-in-possession financing was approved on an interim basis at
the debtors’ "first day" hearing on June 17, 2022 and was
approved on a final basis over the objection of the official
committee of unsecured creditors appointed in the case on August 1,
2022.
Revlon is a leading global beauty company with a portfolio of
iconic brands that transform the lives of women and men around the
world. Revlon manufactures and markets color cosmetics, hair color
and care, skincare, beauty care and fragrances through a diverse
portfolio of 15+ brands sold in more than 150 countries.
The Davis Polk restructuring team includes partners Eli J.
Vonnegut, Angela M. Libby and Natasha Tsiouris, counsel Josh Sturm
and associate Stephanie Massman. The finance team includes partners
Kenneth J. Steinberg and David Hahn and counsel Christian Fischer.
The litigation team includes partner Elliot Moskowitz and associate
Cristina M. Rincon. All members of the Davis Polk team are located
in the New York office.
About Revlon Inc.
Revlon Inc. manufactures, markets and sells an extensive array of
beauty and personal care products worldwide, including color
cosmetics; fragrances; skin care; hair color, hair care and hair
treatments; beauty tools; men's grooming products; anti-perspirant
deodorants; and other beauty care products. Today, Revlon's
diversified portfolio of brands is sold in approximately 150
countries around the world in most retail distribution channels,
including prestige, salon, mass, and online.
Since its breakthrough launch of the first opaque nail enamel in
1932, Revlon has provided consumers with high quality product
innovation, performance and sophisticated glamour. In 2016, Revlon
acquired the iconic Elizabeth Arden company and its portfolio of
brands, including its leading designer, heritage and celebrity
fragrances.
Revlon is among the leading global beauty companies, with some of
the world's most iconic and desired brands and product offerings in
color cosmetics, skin care, hair color, hair care and fragrances
under brands such as Revlon, Revlon Professional, Elizabeth Arden,
Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy
Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos,
Christina Aguilera and AllSaints.
Revlon, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 22-10760) on June 15, 2022. Fifty affiliates, including Almay,
Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also
sought bankruptcy protection on June 15 and June 16, 2022.
Revlon disclosed total assets of $2,328,093,000 against total
liabilities of $3,689,240,395 as of April 30, 2022.
The Hon. David S. Jones is the case judge.
PJT Partners is acting as financial advisor to Revlon and Alvarez &
Marsal is acting as restructuring advisor. Paul, Weiss, Rifkind,
Wharton & Garrison LLP is acting as legal advisor to the Company.
Mololamken, LLC, is the conflicts counsel. Kroll, LLC, is the
claims agent.
ROCKY MOUNTAIN: Wins Cash Collateral Access Thru Sept 30
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Rocky Mountain Homecare, Inc. to use cash collateral on an interim
basis in accordance with the budget, with a 15% variance, through
September 30, 2022.
In exchange for the use of cash collateral during the Interim
Period, the Debtor's secured creditor, McKesson, will receive
adequate protection as follows:
a. Replacement liens on all post-petition tangible and
intangible personal property of the Debtor, including without
limitation all goods, inventory, fixtures, equipment, instruments,
chattel paper, accounts, deposit accounts, and accounts receivable,
as well as proceeds of the foregoing, to the extent that the use of
cash results in a decrease in the value of the Secured Creditor's
interest in its collateral pursuant to 11 U.S.C. section 361(2).
b. The Debtor will keep the Secured Creditor's collateral
fully insured;
c. The Debtor will provide the Secured Creditor with a
complete accounting, on a monthly basis, of all revenue,
expenditures, and collections by category listed in the Budget
through the timely filing of the Debtor's Monthly Operating
Reports;
d. The Debtor has agreed to provide McKesson and CDOR with
periodic accounts receivable reports every two weeks, specifically
on: August 11, August 25, September 8, and September 22, 2022, as
well as monthly bank statements within three business days of the
issuance of such statements;
e. The Debtor will maintain in good repair all of the Secured
Creditor's collateral;
f. The Debtor has agreed to a deferral of insider salaries for
the month of July 2022 only in the total gross amount of $3,500 to
be paid only upon the effective date of a plan of reorganization.
Under any other outcome in the case (e.g., a liquidating plan or
conversion), such deferred salary will be subordinated to
McKesson's claim.
The Debtor's failure to file with CDOR, no later than September 15,
2022, all delinquent withholding and income tax reports and returns
for pre- and post-petition periods ending on or before August 1,
2022; to cure and fully pay to CDOR any delinquent post-petition
withholding taxes by that date; or thereafter to timely file all
reports and returns with CDOR and timely pay all post-petition
taxes due thereunder is an event of default under this order.
The evidentiary hearing set for August 8, 2022 is vacated.
A copy of the order and the Debtor's six month budget for August
2022 to January 2023 is available at https://bit.ly/3QnMunq from
PacerMonitor.com.
The budget provides for total expenses, on a monthly basis, as
follows:
$32,345 for the month of August 2022;
$44,494 for the month of September 2022;
$44,059 for the month of October 2022;
$44,174 for the month of November 2022;
$43,691 for the month of December 2022; and
$44,208 the month of January 2023.
About Rocky Mountain Homecare
Rocky Mountain Homecare, Inc., filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Colo.
Case No. 22-12306) on June 28, 2022. In the petition filed by Joey
Gallegos, as operations manager, the Debtor estimated assets up to
$50,000 and liabilities between $1 million and $10 million. Mark
David Dennis has been appointed as Subchapter V trustee.
Jenny M.F. Fujii, Esq., at Kutner Brinen Dickey Riley, P.C., is the
Debtor's counsel.
SENIOR CARE LIVING: Wins Cash Collateral Access Thru Aug 22
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized Senior Care Living VII, LLLC to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance.
The Debtor is permitted to use cash collateral until the earlier of
August 22, 2022, or the occurrence of a Termination Event, but only
on the terms of the Interim Order. The Debtor's cash collateral
access will be limited solely to the amounts, times, and categories
of expenses listed in the Budget.
Validus Senior Living will remain as manager of the Debtor's
assisted living facility.
As adequate protection of the Trustee's interests in its
collateral, the Trustee will have a valid, perfected, and
enforceable replacement lien and security interest in all assets of
the Debtor existing on or after the Petition Date of the same type
as set forth in the Bond Documents.
The Debtor will provide, or will cause Validus to provide, the
Trustee with (a) a weekly census of residents residing at the ALF
and (b) a weekly summary of all receipts and disbursements as
compared to the Budget. The Weekly Reporting will be provided to
the Trustee by 5 p.m. E.T. on the second business day of each week
with respect to the week ending the prior Friday.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the Trustee. The Debtor will provide proof of
insurance upon written request.
A Termination Event will be deemed to have occurred three days
after written notice sent by the Trustee to the Debtor, its
counsel, and the United States Trustee of the occurrence of any of
the following pursuant to the Order:
a. The Debtor fails to comply with the Budget (subject to the
Permitted Variance) and terms governing the Budget;
b. The Debtor terminates Validus as manager of the ALF and/or
fails to satisfy its postpetition payment obligations to Validus;
or
c. The Debtor fails to comply with, keep, observe, or perform
any of its agreements or undertakings under the Interim Order.
A further hearing on the matter is scheduled for August 22 at 1:30
p.m.
A copy of the order is available at https://bit.ly/3JBVnHI from
PacerMonitor.com.
About Senior Care Living VII
Senior Care Living VII, LLC sought Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 22-00103) on Jan. 10, 2022, listing
up to $50 million in both assets and liabilities.
Judge Caryl E. Delano oversees the case.
Michael C. Markham, Esq., at Johnson Pope Bokor Ruppel & Burns, LLP
is the Debtor's legal counsel while SC&H Group, Inc. serves as the
Debtor's financial advisor.
SPEAKEASY CANNABIS: To Restructure Under CCAA; CM&C as Monitor
--------------------------------------------------------------
On July 27, 2022, Speakeasy Cannabis Club Ltd. and 10161233
Canada Ltd. ("Companies") obtained a court order ("Initial Order")
from the Supreme Court of British Columbia pursuant to the
Companies' Creditors Arrangement Act ("CCAA"). Crowe Mackay &
Company Ltd. has been appointed as Monitor.
According to court documents, the Companies are currently in a
liquidity crisis, which has made it necessary for them to pursue
restructuring and solicit the sale of the business as a
going-concern. The Companies said they have debts in excess of $5
million. They are insolvent and are unable to meet their
obligations as they are generally become due, The Companies added.
The Initial Order provides, inter alia, a stay of proceedings until
and including Aug. 5, 2022 ("Stay Period") and may be extended by
the Court. During the Stay Period, all parties are prohibited from
commencing or continuing legal action against the Companies and all
rights and remedies of any party against or in respect of the
Companies or its assets are stayed and suspended pursuant to the
terms set out in the Initial Order.
A comeback hearing was scheduled for 10AM (Pacific) on Aug. 5,
2022.
To date, no claims procedures have been approved by the Court.
Accordingly, creditors are not required at this time to submit a
proof of claim.
For further information, please contact the Monitor at:
Crowe MacKay & Company Ltd.
1100-1177 West Hastings Street
Vancouver, British Columbia V6E 4T5
Nelson Allan, CPA
Tel: (604) 697-5209
Email: nelson.allan@crowemackay.ca
Derek Lai, CPA, CMA, CIRP, LIT, CFE
Telephone: (604) 697-5257
Email: derek.lai@crowemackay.ca
Counsel for Companies:
Clark Wilson LLP
Attn: Christopher Ramsay
Katie G. Mak
Nick Carlson
Jaime Landa (Assistant)
900 - 885 West Georgia Street
Vancouver, BC V6C 3H1
Tel: 604-687-5700
Fax: 604-687-6314
Email: CRamsay@cwilson.com;
KMak@cwilson.com;
NCarlson@cwilson.com;
JLanda@cwilson.com
Counsel to the Monitor:
Dentons Canada LLP
Attn: Jordan Schultz
Emma Newbery
Avic Arenas
Ramez Ali
Barristers & Solicitors
20th Floor - 250 Howe Street
Vancouver, BC V6C 3R8
Tel: (604) 687-4460
Fax: (604) 683-5214
E-mail: jordan.schultz@dentons.com
emma.newbery@dentons.com
avic.arenas@dentons.com
ramez.ali@dentons.com
The Monitor has made the initial order available at:
https://www.crowemackaryco.ca/engagements/recent-engagements.
Speakeasy Cannabis Club Ltd. -- https://speakeasygrowers.com/ -- is
a legal cannabis harvester in Canada producing from Western
Canada's largest outdoor growing space.
STL HOLDING: S&P Raises Senior Unsecured Notes Rating to 'B+'
-------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Louisiana-based
STL Holding Co. LLC's senior unsecured notes to 'B+' from 'B' and
revised its recovery rating on the notes to '2' from '3'.
S&P's 'B' issuer credit rating and stable outlook on STL Holding
Co. LLC. (doing business as DSLD) remain unchanged.
S&P said, "The stable outlook reflects our expectation for ongoing
EBITDA growth on the modest volume and price gains inherent in its
small, existing, and adjacent Southeastern markets. Given our
anticipation that its overall debt will remain slightly above $200
million, we estimate it will sustain leverage in the 2.0x-2.5x
range through 2022."
STL Holding Co., owner of DSLD Homes, increased its cash balance
and reduced the outstanding borrowings on its warehouse credit
facilities, which has improved the recovery prospects for its
debt.
S&P said, "The recovery prospects for DSLD's debt are improving. We
raised our issue-level rating on the company's $225 million of
senior notes by one notch to 'B+' and revised our recovery rating
to '2'. The improvement in the notes' recovery prospects reflects
DSLD's increasing cash balance, which rose to about $220 million in
March 2022 from about $55 million in March 2020, as well as our
expectation it will maintain similar cash levels next year. The
company also reduced the amount of outstanding borrowings on its
warehouse credit facilities by about $13 million over the last
year. Because we use a discrete asset valuation approach in our
recovery analyses for homebuilders, a larger cash balance and lower
priority debt support a higher enterprise value, which led to an
improvement in the notes' recovery prospects."
DSLD has a significant geographic concentration in the southeastern
U.S. The company does the majority of its business in Louisiana,
with about 70% of its closings in the state and 50% in east
Louisiana alone. Overall, DSLD operates in just five southeastern
states and 12 markets and has a total of 114 active communities.
S&P said, "Our rating on DSLD reflects its small scale relative to
most other rated homebuilders. Given that the company completes all
of its sales in the Southeast, we view it as being among the
smaller rated homebuilders by both revenue ($933 million in 2021)
and number of closings (3,692 in 2021). Even though we anticipate
DSLD's continued expansion will enable it to increase in
penetration in its smaller existing markets and adjacent
states--reducing its heavy concentration in Louisiana--we continue
to forecast its debt to EBITDA will remain at or below 2.5x, which
suggests a relatively conservative organic expansion. The company's
homes cater predominately to first-time (about 60% of closings in
2021) and move-up buyers (40%). Although management has proven
adept at expanding its operations, the company's future expansion
may be more difficult because it intends to generate a portion of
its growth from outside of its current markets even as the housing
cycle matures.
"The stable outlook on DSLD reflects our expectation for ongoing
EBITDA growth on the modest volume and price gains inherent in its
small, existing, and adjacent Southeastern markets. Given our
anticipation that its overall debt will remain slightly above $200
million, we estimate it will sustain leverage in the 2.0x-2.5x
range through 2022.
"We think the company will maintain stronger credit metrics than we
would typically associate with the current rating. Therefore, we
would lower our rating over the next 12 months if we expect its
debt to EBITDA to exceed 5x, which would require more than a 700
basis point (bps) decline in its gross margins when compared with
our base-case forecast. We believe this could occur if the economy
enters a sustained recession.
"We believe an upgrade is highly unlikely over the next 12 months.
Still, we would upgrade DSLD if we believe it will maintain debt to
EBITDA of less than 2x. We consider this unlikely because we view
management as more intent on sustaining growth than boosting the
company's margins or reducing its debt in the current environment
and at this relatively early stage in its life cycle."
ESG credit indicators: E-3, S-2, G-3
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of DSLD. The company is
subject to a variety of local, state, and federal statutes,
ordinances, rules, and regulations concerning health and
environmental protection. Governance factors are also a moderately
negative consideration based on our assessment of its board's lack
of independence."
TRADER CORP: Moody's Alters Outlook on 'B2' CFR to Negative
-----------------------------------------------------------
Moody's Investors Service has affirmed Trader Corporation's B2
corporate family rating and B2-PD probability of default rating. In
addition, Moody's has affirmed the B2 senior secured first lien
term loan rating and the B2 senior secured revolving credit
facility rating. The outlook has been changed to negative from
stable.
"While the ratings affirmation reflects Moody's expectation that
Trader's stable operating performance will support steady credit
metrics over the next 12 to 18 months, the change in outlook to
negative reflects the growing refinancing risk ahead of the first
lien term loan due on September 28, 2023. " says Dion Bate, a
Moody's Vice President and Senior Analyst.
Affirmations:
Issuer: Trader Corporation
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)
Senior Secured Revolving Credit Facility, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: Trader Corporation
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The negative outlook reflects Trader's weak liquidity because there
is C$647 million (US$362 million and C$193 million outstanding as
of Q1 2022 ending March, 31) of term loan debt due in September
2023 as well as the C$50 million (undrawn) revolving credit
facility that expires in March 2023. While Moody's projects Trader
to generate around C$60 million of free cash flow through to
September 2023 and has a sizable cash balance of around C$130
million as of Q1 2022, it will not have sufficient liquidity
sources to repay the term loan and will have to access the debt
capital market to refinance the term loan. The outlook could be
stabilized once Trader has addressed the term loan maturity.
Moody's believes that Trader should be able to refinance the term
loan, given its good performance to date with revenue growing by
about a third over the last 12 months to March 31, 2022, high
EBITDA margins of over 40% and moderate leverage with adjusted debt
/ EBITDA of 4.8x that will fall to around 4.5x. However, market
conditions have delayed refinancing and the rising interest rate
environment will likely increase the company's cost of borrowing.
Trader's good free cash flow generation and healthy interest
coverage (EBITA/ interest expense) of 3.9x provides a good buffer
to absorb a higher cost of borrowing.
Governance is a key consideration given Trader's sizable debt
maturities that will become current at the end of September 2022
that has not yet been addressed.
Trader's B2 CFR benefits from (1) its strong digital marketplace
position in the Canadian used automobile advertising market with a
well-recognized brand in Canada (autotrader); (2) good
subscription-based recurring revenue from automobile dealerships
and manufacturers; and (3) track record of positive free cash flow
generation given its asset light business model and high EBITDA
margins of over 40%.
The company is constrained by (1) a narrowly-focused business
servicing the cyclical auto industry; (2) its small scale compared
to rated peers; (3) potential for increased competition from
existing and new automobile online marketplace peers; and (4)
private equity ownership, which could lead to a highly-leveraged
capital structure.
Trader's liquidity is weak. The company's sources of liquidity are
approximately C$190 million and uses include the C$647 million
(equivalent) first lien term loan due on September 28, 2023.
Sources of liquidity consist of around C$130 million of cash as of
Q1 2022 and Moody's expectation of around C$60 million of free cash
flow to September 2023. While the C$50 million revolving credit
facility is undrawn, Moody's does not give any benefit because it
expires in less than 12 months. The company has limited ability to
generate liquidity from asset sales because its assets are
encumbered.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could downgrade the ratings by potentially more than one
notch if the term loan becomes current and Trader has not made
sufficient progress to alleviate the approaching refinancing risk.
In addition, a downgrade could occur if Trader's performance
weakens, or it engages in debt-funded distributions to its
financial sponsor or leveraging acquisitions, such that adjusted
Debt/EBITDA is sustained above 6.5x or EBITA/Interest falls
sustainably below 1.5x.
Moody's would consider an upgrade following a material enhancement
to its scale; there is a clearly defined financial policy from the
financial sponsor; and adjusted Debt/EBITDA is sustained below 4.5x
and EBITA/Interest is sustainably above 4x.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Trader Corporation, headquartered in Toronto, Canada, primarily
operates the autoTrader.ca website for the purchase and sale of
autos/trucks, mostly by dealers, but also individuals, and
augmented with advertising from automobile manufacturers. Trader
provides a marketplace platform for automobile listings, web
traffic and solution services as well as inventory management
services. The company is owned by Thoma Bravo, a private equity
firm.
TREETOP DEVELOPMENT: Mohamed Hadid Property Seeks Chapter 11
------------------------------------------------------------
Treetop Development LLC, another entity owned by Mohamed Hadid, has
sought Chapter 11 bankruptcy protection.
According to Casablanca Grand LLC, the sole member and manager of
the Debtor, the Chapter 11 filing was triggered by plans of a
purported secured creditor to foreclose on all assets of Treetop on
Aug. 2, 2022.
Mohamed Anwar Hadid is a Jordanian-American real estate developer.
He is known for building luxury hotels and mansions, mainly in the
Bel Air neighbourhood of Los Angeles and the city of Beverly Hills,
California.
Hadid's Coldwater Development, LLC and Lydda Lud, LLC, previously
filed for Chapter 11 bankruptcy in January 2021 (Bankr. C.D. Cal.
Lead Case No. 21-10335). Coldwater and Lydda Lud owned six highly
prized, vacant, residential estate lots, totaling 65.63 acres
located in the Santa Monica Mountains above Beverly Hills,
California. The debtors said the property was worth $130 million
but was embroiled in a dispute with the activist group "Friends of
the Hastain Trail", which has pushed for a recreational trail
easement through the property. The cases have since been converted
to Chapter 7 liquidation and the property sold by the bankruptcy
trustee for just $1.7 million in April 2022.
According to court filing, Treetop Development estimates between 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors of Treetop under 11 U.S.C. Section 341(a) is
slated for Sept. 6, 2022, at 9:30 AM at UST-LA2, TELEPHONIC
MEETING. CONFERENCE LINE:1-866-816-0394, PARTICIPANT CODE:5282999.
About Treetop Development
Treetop Development LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14165) on August
2, 2022. In the petition filed by Mohamed A. Hadid, as manager of
manager, the Debtor reports estimated assets between $100 million
and $500 million and estimated liabilities between $10 million and
$50 million.
Lewis R Landau, of LeWis R. Landau Attorney at law, is the Debtor's
counsel.
TRX HOLDCO: Wins Cash Collateral Access Thru Aug 28
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, authorized TRX Holdco, LLC and Fitness Anywhere
LLC, dba TRX and TRX Training, to use cash collateral on an interim
basis in accordance with the budget, with a 15% variance, through
August 28, 2022.
The Debtors are permitted to use cash collateral to pay:
(a) quarterly fees to the United States Trustee and any
required Court costs;
(b) in the ordinary course of business, the expenses set forth
in the Debtors' Third Updated Budgets; and
(c) up to $50,000 for the purchase of new inventory.
Woodforest National Bank has an interest in the Debtors' cash
collateral. On account of the Debtors' post-petition use of cash
collateral, the Bank is granted adequate protection in the form
of:
(a) a replacement lien against the Debtors' post-petition
assets (excluding any avoidance causes of action), to the extent of
any post-petition diminution in the value of the Bank's collateral
as a result of the Debtors' post-petition use of cash collateral;
and
(b) a superpriority administrative claim pursuant to Section
507(b) of the Bankruptcy Code to the extent of any post-petition
diminution in the value of the Bank's prepetition collateral as a
result of the Debtors' post-petition use of cash collateral. All
replacement liens granted are valid, enforceable and fully
perfected, and no filing or recordation or any other act in
accordance with any applicable local, state, or federal law is
necessary.
A seventh interim hearing on the matter is scheduled for August 18
at 10 a.m.
A copy of the order is available at https://bit.ly/3zBYnPX from
PacerMonitor.com.
About TRX Holdco, LLC
TRX Holdco, LLC and Fitness Anywhere LLC, dba TRX and TRX Training,
provide sporting and athletic goods. They sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Lead Case
No. 22-10948) on June 8, 2022. In the petition signed by Brent
Leffel, chairman of the Board of Managers of TRX Holdco, LLC, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Scott C. Clarkson oversees the case.
Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchick LLP,
is the Debtor's counsel.
UPLAND SOFTWARE: S&P Alters Outlook to Negative, Affirms 'B' ICR
----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Upland Software
Inc. to negative from stable based on increased leverage of over
7x, which S&P believes reduces flexibility and increases the risk
of financial stress should the business underperform.
At the same time, S&P affirmed its 'B' issuer credit rating on
Upland and 'B' rating on the company's senior secured term loan.
The recovery rating remains '3'.
This $115 million issuance will raise pro forma leverage to about
7.8x to help Upland fund continued growth acquisitions. S&Ps aid,
"Although the new preferred equity does not have a contractual
maturity date and Upland has the option to pay its 4.5% dividend in
kind rather than in cash, we treat this instrument as debt-like.
This is primarily because of its issuance to a single investor,
HGGC, which will have a seat on Upland's board. We generally view
hybrid instruments issued to a concentrated holder group as less
likely to serve as loss-bearing capital due to greater influence by
holders on management decision-making. We believe Upland will pay
the required dividends in kind rather than cash due to restrictions
on payments under the credit agreement for its secured loan
facilities." Although this instrument will not impair cash
generation over the near term, growing dilution over time could
lead to pressure to replace the preferreds with other funding
sources, limiting the company's financial flexibility, particularly
as the dividend yield steps up to 7% after seven years.
S&P said, "Nevertheless, we believe that proceeds from the issuance
of the preferred shares are likely to accelerate Upland's top-line
growth through its long-standing acquisition-driven growth
strategy, which slowed moderately during and after the height of
the COVID-19 pandemic. Should management continue to successfully
identify, acquire, and integrate additional accretive software
businesses over the next year, leverage could decline under 7x and
we could revise our outlook to stable. We expect Upland will
continue to grow revenue in the mid- to high-single-digit
percentage area and improve S&P Global Ratings-adjusted EBITDA
margin in the next 12-24 months.
"The negative outlook on Upland reflects our view that the issuance
of $115 million of preferred equity will increase the risk that
missteps in its acquisition strategy or other weakness in its
existing product portfolio could lead to leverage sustained over 7x
or impaired cash generation. We anticipate the company will
continue its acquisition strategy (approximately $100 million-$200
million per year in acquisitions with $25 million-$50 million in
annualized recurring revenue) and maintain its expanding recurring
revenue base to support cash flow."
S&P could lower its rating on Upland if:
-- Performance suffers from acquisition integration missteps;
-- Revenue growth and EBITDA margins are weaker than we previously
forecast, such that the company sustains leverage of more than 7x;
or
-- Free cash flow deteriorates significantly from current levels.
S&P could revise the outlook to stable if:
-- Upland is able to reduce leverage under 7x within 12 months
through either organic revenue growth, successful integration of
EBITDA accretive acquisitions, or repayment of debt; or
-- Growing free cash flow generation to support a stable outlook.
ESG credit indicators: E-2, S-2, G-2
VAL PROPERTIES: WesBanco Bank Says Amended Disclosure Insufficient
------------------------------------------------------------------
WesBanco Bank, Inc., objects to the Amended Disclosure Statement of
VAL Properties, LLC.
WesBanco Bank, Inc. is a secured creditor of the Estate, holding
the first two mortgages on the Property, with that debt totaling
$1,619,997.73 as of July 27, 2022.
In its objection to the initial Disclosure Statement, WesBanco
raised the issue that there was no specific, verifiable guaranteed
source of non-estate assets, or sources of revenue to pay any
potential shortfall. While arguably, the Debtor has now identified
a source, there is no verifiable evidence of the funds emanating
from that source.
Specifically, to the best of WesBanco's knowledge, information and
belief, the non-debtors identified in the Amended Disclosure
Statement have not applied for nor been granted any sort of home
equity loan or line of credit, nor have they refinanced their
existing home loan.
WesBanco claims that in any event, there is no guaranty, or even
assurance, that should they be given a loan against the equity of
the personal residence, the amount of the loan would be sufficient
to cover any shortfall resulting from the sale of the Property.
WesBanco asserts that without having some idea of the amount the
sale would generate, and the amount available for any potential
shortfall, very relevant and pertinent information is lacking.
WesBanco further asserts that the Debtor's failure to disclose how
the Plan may ultimately be consummated is both fatal to the
confirmation of the Plan and does not provide sufficient
information in the Amended Disclosure Statement.
A full-text copy of WesBanco's objection dated August 2, 2022, is
available at https://bit.ly/3dbvi6q from PacerMonitor.com at no
charge.
Attorneys for WesBanco:
MEYER, UNKOVIC & SCOTT, LLP
Jeffrey R. Lalama, Esquire
PA ID No. 52709
jl@muslaw.com
535 Smithfield Street
Suite 1300
Pittsburgh, PA 15222
412-456-2876 Telephone
412-456-2864 Facsimile
About VAL Properties
VAL Properties, LLC, sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-22384) on Nov.
3, 2021, listing up to $50,000 in assets and up to $1 million in
liabilities. Judge Carlota M. Bohm oversees the case. Donald R.
Calaiaro, Esq., at Calaiaro Valencik, is the Debtor's legal
counsel.
VOYAGER DIGITAL: Chapter 11 Moving Too Fast, Say Texas Regulator
----------------------------------------------------------------
Warning that creditors and investors are being kept in the dark as
crypto broker Voyager Digital Holdings Inc. moves toward a quick
sale of its assets, a Texas securities agency urged a New York
bankruptcy court to hit the brakes.
In a limited objection filed Monday, August 1, 2022, in the U.S.
Bankruptcy Court for the Southern District of New York, the Texas
State Securities Board said scheduling of bid procedures and sales
activities should be delayed until the company issues its initial
schedules of assets and liabilities, statements of financial
affairs, and other disclosures.
"While the SSB appreciates the Debtors' desire to consummate a sale
quickly to ensure the continued viability of the Debtors' business,
as it currently stands,32 the unnecessarily abbreviated timeframe
set forth in the Scheduling Motion, if approved, will result in the
sale of all the assets of the Debtors in just two months into this
case -- a case that sets forth new and novel issues in bankruptcy,"
the SSB said in court filings.
"Further, the proposed timeline deprives the creditors and parties
in interest an adequate opportunity to review the Debtors'
Schedules and Statements Affairs or to question the Debtors at the
Sec. 341 Meeting. Finally, the deadlines do not allow sufficient
time for creditors and parties in interest to determine that, inter
alia, the Debtors or Potential Counterparties meet regulatory
requirements required to do business or whether the sale is the
best value-maximizing path for the Debtors' customers and all
parties in interest."
The current deadline to file the Debtors' schedules and statements
is August 18, 2022, and the Sec. 341 Meeting is scheduled to occur
on August 30, 2022.
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.
VOYAGER DIGITAL: Gets Multiple Bids Higher Than FTX Offer
---------------------------------------------------------
Jeremy Hill of Bloomberg News reports that Voyager Digital Ltd. has
already received multiple bids for its assets in excess of an
earlier offer from FTX and Alameda, an attorney for the bankrupt
crypto lender said in court Thursday.
Crypto billionaire Sam Bankman-Fried last July 2022 offered to buy
Voyager's crypto in cash at market value and offer customers an
option to receive their share of claims by opening a new account at
FTX. Voyager rejected the offer, calling it a low-ball liquidation
bid.
Of the offers received by Voyager so far, FTX's is "actually the
lowest," Joshua Sussberg of Kirkland & Ellis said.
The Debtors are conducting a marketing process. The proposed
bidding procedures contemplate an Aug. 26 deadline for initial bids
and an Aug. 29 auction.
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.
WATCHGUARD TECHNOLOGIES: Moody's Assigns First Time 'B3' CFR
------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to WatchGuard
Technologies, Inc., including a B3 Corporate Family Rating, B3-PD
Probability of Default Rating and B2 ratings to the proposed $550
million senior secured first lien term loan and $75 million
revolving credit facility. The outlook is stable.
The net proceeds from the proposed credit facilities, together with
a $200 million second lien term loan (unrated) and a portion of new
cash from fund advised by Vector Capital, as well as the rollover
equity from Vector Capital and management will be used to finance
the acquisition of WatchGuard.
Assignments:
Issuer: WatchGuard Technologies, Inc.
Probability of Default Rating, Assigned B3-PD
Corporate Family Rating, Assigned B3
Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
Senior Secured 1st Lien Multi-Curr Revolving Credit Facility,
Assigned B2 (LGD3)
Outlook Actions:
Issuer: WatchGuard Technologies, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
WatchGuard's B3 CFR reflects the company's very high leverage at
the close of the acquisition. Adjusted for multiple non-recurring
expenses WatchGuard's debt/EBITDA is around 10x (or around 8x on a
cash-based leverage including the change in deferred revenue and
stock-based compensation minus change in deferred commission) as of
March 31, 2022. Moody's expects that revenue growth in the
mid-single digit range, similar to historic growth rates, as well
as actioned and planned cost savings will allow WatchGuard to
reduce its cash adjusted leverage to around 7x by the end of 2023.
The rating is also constrained by the company's small scale and the
highly competitive network security market with short product
cycles and rapidly evolving technologies.
The rating is supported by WatchGuard's good niche market position
serving managed service providers (MSPs) in a growing network
security market and portfolio of integrated security products for a
diverse customer base of small and medium-sized businesses (SMB) as
well as distributed enterprises. The company's MSP-centric model
provides operating leverage to cost efficiently reach new customers
and expand its offerings with existing customers. The company also
benefits from the recurring nature of the subscription revenue base
(about 85% in the LTM period ended March 31, 2022). WatchGuard's
typical subscription contract ranges from one to three years with
upfront client billings, which support the company's cash flow
generation. With a significant increase in debt balance and rising
interest rates, Moody's projects WatchGuard's free cash flow to
debt in the low single digit range over the next 12 to 18 months.
As a software company, WatchGuard's exposure to environmental risks
is neutral-to-low. Social risks are moderately negative in line
with the software sector. Broadly, the main credit risks stemming
from social issues are linked to data security, diversity in the
workplace and access to highly skilled workers. As a provider of
network and endpoint security products, WatchGuard faces risk of
reputational harm from potential vulnerabilities in its
cybersecurity offerings. Governance considerations are highly
negative and include the company's tolerance for high financial
risk and Moody's expectation for shareholder friendly financial
policies.
WatchGuard has adequate liquidity, supported by $20 million of cash
at the close of the transaction, a $75 million undrawn revolving
credit facility due 2027, and Moody's expectation of free cash flow
to debt in the low single digit range over the next 12 to 18
months. The proposed revolving credit facility is expected to
contain a first lien net leverage covenant of 8.5x triggered when
37.5% or more is outstanding. Moody's does not anticipate the
covenant to be tested and expects that WatchGuard will maintain
strong cushion over at least the next 12 months.
The stable outlook reflects Moody's expectation that WatchGuard
will generate organic revenue growth in the mid-single digit
percentage range over the next 12 to 18 months and will maintain at
least adequate liquidity. Moody's further expects the company's
cash adjusted leverage to decline to around 7x by the end of 2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if WatchGuard's revenue and EBITDA
continue to grow with cash adjusted leverage expected to remain
below 6x while free cash flow to debt exceeds 5%.
The ratings could be downgraded if WatchGuard's revenue growth
slows significantly, leverage stays above 8x debt/EBITDA (on a cash
adjusted basis), or free cash flow to debt becomes negative.
STRUCTURAL CONSIDERATIONS
The B2 rating on WatchGuard's proposed senior secured first lien
term loan due 2029 and revolving credit facility due 2027 reflects
the debt's senior position in the company's capital structure,
above the $200 million senior secured second lien term loan
(unrated) due 2030.
Headquartered in Seattle, WA, WatchGuard Technologies, Inc. is a
global provider of network security, endpoint security, secure
Wi-Fi and multi-factor authentication. Primarily focusing on the
SMB and distributed enterprises, WatchGuard sells its products
through a channel of more than 17,000 MSP partners. WatchGuard
generated around $295 million of pro forma revenue in the LTM ended
March 31, 2022. The company is owned by affiliates of Vector
Capital, strategic coinvestors, and management.
The principal methodology used in these ratings was Software
published in June 2022.
WATER WIND: Ground Lease of Property Sale Proceeds to Fund Plan
---------------------------------------------------------------
Water Wind and Sky LLC filed with the U.S. Bankruptcy Court for the
Western District of Washington a Disclosure Statement for Plan of
Reorganization dated August 2, 2022.
The Debtor is a developer of real property with a focus on multi
family apartment buildings. In 2016, the Debtor purchased 1.39
acres of real property located at 1943 Wheaton Way, Bremerton,
Washington 98310 (the "Property"). The Property is the Debtor's
primary asset.
The Debtor intended to develop the Property into 111 waterfront
multi-family apartment units totaling approximately 120,000 square
feet, which would include an underground parking structure for 115
vehicles and amenity spaces (the "Beacon Project").
In December 2021, the Debtor obtained a written loan commitment
from a third-party lender who would provide take out financing for
the Property. At that time, the Debtor notified MGP Beacon and
Kullen that it would tender $2,779,518.30 to MGP Beacon to pay the
Loan in full. This amount included the principal amount of
$2,250,000, interest of $486,369.86, and $41,491.80 in attorneys'
fees related to the alleged default (despite the Debtor's position
that no such attorney fees were owed). MPG Beacon refused to accept
anything less than its inflated payoff demand in excess of
$3,540,000, and the third-party lender withdrew its commitment.
The Debtor filed its Chapter 11 bankruptcy to preserve the
Property, and to provide the Debtor with an opportunity to realize
the significant value of the Property for the benefit of its
creditors and equity holders, and to pursue its objection to the
MGP Beacon claim as well as to pursue affirmative damage claims
against MGP Beacon.
As detailed in the Plan, each claimant in Classes 1 and 2 will be
paid in full, with interest accruing at the rate specified in the
Plan, from the proceeds of a ground lease to be entered into
between the Debtor and a third-party developer, including
anticipated proceeds from sale of that ground lease. If an
acceptable ground lease cannot be consummated, Plan payments will
be made through sale of the Property (in either case, a
"Transaction").
The Plan specifies the time periods within which the Debtor must
consummate a ground lease, otherwise the Debtor will list the
Property for sale. The Plan also provides for use of the proceeds
of loan repayments from MBGco.Biz, LLC and Tziviah and Mark
Goldberg, with such proceeds applying first to Allowed
Administrative Claims then to Class 1 and/or Class 2 claims.
The Class 1 Secured Claim shall be restructured as set forth in the
Plan and paid from the proceeds of the ground lease, the proceeds
of sale of the ground lease, proceeds of loan repayments, and/or
the proceeds of sale of the Property.
Class 2 Unsecured claims shall be paid as follows. To the extent
that proceeds are available from ground lease rent after payment of
the monthly payment to the Class 1 Secured Claim, 50% of the
available ground lease rent will be paid quarterly to Class 2
Claims pro rata. Class 2 Claims shall be paid in full from the net
proceeds available from the sale of the ground lease and/or the
Property, after payment in full of the Class 1 Secured Claim.
The Holders of the Equity Interests shall retain their interests
following Confirmation and will continue to own, manage and
preserve the Property and shall be at all times responsible for
pursuing, negotiating, documenting and closing a Transaction in
accordance with the terms of the Plan.
The Plan provides for Allowed Claims to be paid in full from the
proceeds of either a ground lease or a sale of the Property. The
Reorganized Debtor shall have until February 28, 2023 to enter into
a ground lease that provides for annual lease payments of no less
than $300,000. The Debtor will pay Allowed Claims in full from the
Ground Lease Payments. Fifteen percent (15%) of each Ground Lease
Payment will be paid pro rata on Administrative Claims. Up to 85%
of each Ground Lease Payment will be paid on the Allowed Class 1
Claim until paid in full. After payment in full of the Class 1
Claim, up to 50% of excess ground lease payments will be used make
quarterly distributions on a pro-rata basis on Class 2 Claims until
paid in full.
If the Debtor secures the ground lease, it will market and sell the
ground lease in exchange for a lump sum payment sufficient to pay
Allowed Claims in full. If the Debtor does not secure a ground
lease, the Debtor will market the Property for sale and will have
an additional 24 months following the ground lease deadline to
consummate a sale of the Property for an amount sufficient to pay
all Allowed Claims in full.
A full-text copy of the Disclosure Statement dated August 2, 2022,
is available at https://bit.ly/3bD744v from PacerMonitor.com at no
charge.
About Water Wind & Sky
Water Wind & Sky, LLC is a domestic limited liability company in
Seattle, Wash.
Water Wind & Sky sought Chapter 11 bankruptcy protection (Bankr.
W.D. Wash. Case No. 22-10752) on May 5, 2022. In the petition
filed by Mark Goldberg, as managing member, Water Wind & Sky listed
as much as $10 million in both assets and liabilities.
Judge Timothy W. Dore oversees the case.
Armand J. Kornfeld, Esq., at Bush Kornfeld, LLP is the Debtor's
counsel.
According to court documents, Water Wind & Sky has approximately 49
unsecured creditors. The petition states that funds will be
available to unsecured creditors.
WEIRD VENDING: Vending Machine Company Seeks Chapter 11
-------------------------------------------------------
Weird Vending LLC filed for chapter 11 protection in the Middle
District of Florida.
Weird Vending is a closely held Florida limited liability company
organized on May 29, 2020. The Debtor operates a vending machine
company which specializes in the placement of vending machines
carrying unique, nostalgic, and uncommon products designed to
provide entertainment value to patrons of bars, restaurants and
other social establishments.
Weird Vending has deployed 81 vending machines in four primary
locations which include Orlando; Tampa/St. Petersburg/Sarasota;
Dallas, Texas; and Denver, Colorado.
Issue With Nayax
The Debtor immediately filed with the Bankruptcy Court a motion to
compel NAYAX Ltd. to turn over funds owned by the estate.
Prior to the Petition Date, Weird Vending entered into a payment
processing agreement with Nayax whereby Nayax agreed to process
credit card payments made through the Debtor's vending machines.
Nayax is holding (or will be holding as of August 12, 2022) $71,000
which is property of the Debtor's bankrupt estate required to fund
Debtor's continued operation, including but not limited to Debtor's
payroll obligations.
Both prior to and after the Petition Date, Nayax received
correspondence from two purported creditors of the Debtor demanding
that Nayax turnover all funds Nayax was holding for the Debtor's
account.
The purported creditors asserting competing claims to the Debtor's
property held by Nayax are (i) Skyfall Funding and (ii) Avion
Funding, LLC -- two creditors who purportedly engaged in loan
transactions with the Debtor disguised as asset sales, and who
purportedly obtained liens on the Debtor's assets prior to the
Petition Date and within the applicable preference period. If
anything, Skyfall and Avion retain wholly unsecured claims against
the Debtor by virtue of their inferior security interests in the
Debtor's property and are not entitled to the recovery of the Funds
from Nayax under any authority. To date, neither Skyfall nor Avion
have rescinded their turnover demands despite prior communication
attempts by Nayax's to have the creditors approve the turnover of
Funds and release Nayax of any liability. Skyfall and Avion have
simply failed to provide the Debtor or Nayax with a substantive
response.
In light of the actions of Skyfall and Avion who complicated the
Debtor's business relationship with Nayax, the Debtor had no
alternative but to file a motion asking the Court to compel Nayax
to turnover the funds to the Debtor. The Debtor needs access to
its revenues in order to continue operations for the benefit of its
creditors and estate.
* * *
According to court documents, Weird Vending LLC estimates between 1
and 49 unsecured creditors. The petition states funds will be
available to unsecured creditors.
About Weird Vending LLC
On Weird Vending LLC -- https://www.mysteryvending.com/ -- is a
limited liability company in Florida.
Weird Vending LLC filed for chapter 11 protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02772) on
August 2, 2022. In the petition filed by Michael Williams, as
president, the Debtor reported assets between $100,000 and $500,000
and liabilities between $500,000 and $1 million.
Daniel A Velasquez, of Latham, Luna, Eden & Beaudine, LLP, is the
Debtor's counsel.
WOODFORD EXPRESS: S&P Places 'B' ICR on CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings placed its ratings on Woodford Express LLC,
including the 'B' issuer credit rating and 'B' issue-level rating,
on CreditWatch with positive implications.
The CreditWatch placement reflects S&P's expectation that
Woodford's assets will be core to Energy Transfer on the close of
the acquisition. S&P expects to resolve the CreditWatch after the
proposed acquisition closes, which is expected at the end of
third-quarter 2022 subject to customary regulatory approvals.
Woodford announced on Aug. 3, 2022, that they have entered into a
definitive agreement to sell Woodford's assets to Energy Transfer
L.P. (Energy Transfer; BBB-/Stable/A-3) for an enterprise value of
about $485 million.
S&P said, "We placed our ratings on Woodford on CreditWatch with
positive implications to reflect our expectation that, on the close
of the acquisition, Woodford will be fully integrated into Energy
Transfer and that its assets will be core to Energy Transfer. Both
companies' boards have approved the transaction, which is still
subject to customary closing conditions and regulatory approvals.
"The CreditWatch Positive reflects the likelihood that we will
raise our ratings on Woodford to match our rating on Energy
Transfer upon close of the acquisition. We expect to resolve the
CreditWatch at or near the transactions closing, which is expected
to be at the end of the third quarter of 2022. We expect that
Energy Transfer will fully integrate the company into its business
following the acquisition."
ZOHAR FUNDS: Investor Clear on Strategy, Tilton Tells Jury
----------------------------------------------------------
Rachel Scharf of Law360 reports that distressed debt maven Lynn
Tilton returned to the witness stand in a $45 million civil fraud
trial over her troubled Zohar funds, telling a New York state jury
that she was upfront about the funds' business model when a German
bank invested in the early 2000s.
Ms. Tilton resumed her testimony as she and her Patriarch Partners
companies square off against Hanover, Germany-based Norddeutsche
Landesbank Girozentrale, or Nord/LB, in a long-awaited trial that
opened July 14 before New York State Supreme Court Justice Joel M.
Cohen.
A full-text copy of the article is available at
https://www.law360.com/bankruptcy/articles/1516977/tilton-tells-jury-zohar-investor-was-clear-on-strategy
About the Zohar Funds
New York-based Patriarch Partners, LLC, is a private equity firm
specializing in acquisition, buyouts, and turnaround investment in
distressed American companies and brands. Patriarch Partners was
founded by Lynn Tilton in 2000. Lynn Tilton and her affiliates
held substantial equity stakes in portfolio companies, which
include iconic American manufacturing companies with tens of
thousands of employees.
The Zohar funds were created to raise money through selling a form
of notes called collateralized loan obligations to investors that
was then used to extend loans to dozens of distressed mid-size
companies, often in connection with the acquisition of those
companies out of bankruptcy.
Patriarch bought "distressed" companies via funding from a series
of collateralized loan obligations (CLOs) marketed through
Patriarch via its $2.5 billion "Zohar" funds. Tilton placed the
funds into bankruptcy in 2018 in an attempt to keep Patriarch's
portfolio from being liquidated by Zohar creditors including bond
insurer MBIA, which insured $1 billion worth of Zohar notes.
Combined debt of the funds is estimated at $1.7 billion.
Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited,
Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp.
(collectively, the "Zohar Funds"), sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to
18-10517) on March 11, 2018. In the petition signed by Lynn
Tilton, director, the Debtors were estimated to have $1 billion to
$10 billion in assets and $500 million to $1 billion in
liabilities.
Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy
counsel.
[*] Cohen Seglias Launches Creditors' Rights & Bankruptcy Group
---------------------------------------------------------------
Cohen Seglias said Will Buchanan and Bill Firth have been named
co-chairs of the firm's newly formed Creditors' Rights & Bankruptcy
Group.
"Our firm continuously works to anticipate and meet our clients'
needs, and we have been working to strategically expand our
bankruptcy capabilities with key hires such as Will Buchanan and
Bill Firth," said managing partner George Pallas. "The formation
of this group highlights the breadth of our capabilities as well as
our commitment to providing exceptional service to our clients."
The Creditors' Rights & Bankruptcy Group works with clients to
enforce their rights as creditors and interested parties, ensure
priority and distribution rights, and navigate debt collections.
The team is composed of attorneys who work with clientele of all
sizes across various industries, with experience in
reorganizations, receiverships, workout and forbearance agreements,
commercial foreclosures and insolvency proceedings. The group also
handles matters involving the Uniform Commercial Code (UCC) and
represents parties in secured transactions under Article 9.
"I am proud to help lead this group and to collaborate with our
colleagues to establish ways to best serve our clients from across
a diverse range of industries," said Buchanan, a partner in Cohen
Seglias' Pittsburgh office.
Firth, a partner in the firm's Wilmington office, added, "I'm
pleased to be a part of a team with the experience to assist
clients with issues involving creditors' rights, bankruptcy and
related litigation while drawing on an existing array of experience
in construction, real estate and manufacturing to tailor our
approach for each client."
Firth joined Cohen Seglias in November 2021 and Buchanan joined in
February 2022, both citing the firm's culture and cross-practice
collaboration as catalysts for their respective moves. Members of
the new team come from across firm offices and include Edward
Altabet (New York City), Brian Lawton (Pittsburgh), James McNally
(Pittsburgh) and Steven Williams (Harrisburg).
Founded in 1988, Cohen Seglias -- https://www.cohenseglias.com/
--is a law firm with 80 lawyers in offices across Pennsylvania, New
Jersey, New York, Delaware, Washington, DC, and in Kentucky. The
firm provides client service on a national basis in areas including
business transactions, commercial litigation, construction,
creditors rights & bankruptcy, energy & utilities, financial
services, government contracting, labor & employment, government
law & regulatory affairs, insurance coverage & risk management,
real estate, research misconduct, student defense, Title IX, wealth
preservation, white collar defense & internal investigations.
The co-chairs can be reached at:
William M. Buchanan
Partner
COHEN SEGLIAS
Pittsburgh
E-mail: wbuchanan@cohenseglias.com
Tel: (412) 227-5946
- and -
William R. Firth, III
Partner
COHEN SEGLIAS
Wilmington
E-mail: wfirth@cohenseglias.com
Tel: (302) 462-3607
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
7GC & CO HOLD-A VII US 230.8 216.5 -0.9
7GC & CO HOLDING VIIAU US 230.8 216.5 -0.9
ACCELERATE DIAGN AXDX* MM 70.4 -56.8 52.9
AEMETIS INC DW51 GR 166.5 -128.6 -46.6
AEMETIS INC AMTX US 166.5 -128.6 -46.6
AEMETIS INC AMTXGEUR EZ 166.5 -128.6 -46.6
AEMETIS INC AMTXGEUR EU 166.5 -128.6 -46.6
AEMETIS INC DW51 GZ 166.5 -128.6 -46.6
AEMETIS INC DW51 TH 166.5 -128.6 -46.6
AEMETIS INC DW51 QT 166.5 -128.6 -46.6
AERIE PHARMACEUT AERI US 385.3 -141.1 191.7
AERIE PHARMACEUT AERIEUR EU 385.3 -141.1 191.7
AERIE PHARMACEUT 0P0 GR 385.3 -141.1 191.7
AERIE PHARMACEUT 0P0 TH 385.3 -141.1 191.7
AERIE PHARMACEUT 0P0 QT 385.3 -141.1 191.7
AERIE PHARMACEUT 0P0 GZ 385.3 -141.1 191.7
AIR CANADA AC CN 30,364.0 -1,458.0 1,369.0
AIR CANADA ADH2 GR 30,364.0 -1,458.0 1,369.0
AIR CANADA ACEUR EU 30,364.0 -1,458.0 1,369.0
AIR CANADA ADH2 TH 30,364.0 -1,458.0 1,369.0
AIR CANADA ACDVF US 30,364.0 -1,458.0 1,369.0
AIR CANADA ACEUR EZ 30,364.0 -1,458.0 1,369.0
AIR CANADA ADH2 QT 30,364.0 -1,458.0 1,369.0
AIR CANADA ADH2 GZ 30,364.0 -1,458.0 1,369.0
AIRSPAN NETWORKS MIMO US 170.9 -39.4 61.7
ALTICE USA INC-A 15PA GZ 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A ATUS US 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A 15PA TH 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A 15PA GR 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A ATUSEUR EU 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A ATUS* MM 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A ATUS-RM RM 33,119.6 -474.6 -1,901.6
ALTIRA GP-CEDEAR MOC AR 36,746.0 -2,403.0 -4,225.0
ALTIRA GP-CEDEAR MOD AR 36,746.0 -2,403.0 -4,225.0
ALTIRA GP-CEDEAR MO AR 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC MO US 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC MO SW 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC PHM7 TH 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC MO TE 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC MOEUR EU 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC MO CI 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC PHM7 QT 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC MO* MM 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC PHM7 GR 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC ALTR AV 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC PHM7 GZ 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC 0R31 LI 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC MOUSD SW 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC MOEUR EZ 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP INC MO-RM RM 36,746.0 -2,403.0 -4,225.0
ALTRIA GROUP-BDR MOOO34 BZ 36,746.0 -2,403.0 -4,225.0
AMC ENTERTAINMEN AMC US 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AH9 GR 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AMC4EUR EU 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AMC* MM 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AH9 TH 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AH9 QT 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AH9 GZ 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AMC-RM RM 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN A2MC34 BZ 9,818.3 -2,326.8 -405.3
AMERICAN AIR-BDR AALL34 BZ 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE A1G QT 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE A1G GR 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE AAL* MM 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE AAL US 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE A1G TH 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE AAL11EUR EU 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE AAL AV 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE AAL TE 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE A1G SW 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE 0HE6 LI 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE A1G GZ 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE AAL11EUR EZ 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE AAL-RM RM 67,963.0 -8,422.0 -4,245.0
AMERICAN AIRLINE AAL_KZ KZ 67,963.0 -8,422.0 -4,245.0
AMPLIFY ENERGY C AMPY US 456.5 -83.4 -78.1
AMPLIFY ENERGY C 2OQ TH 456.5 -83.4 -78.1
AMPLIFY ENERGY C MPO2EUR EU 456.5 -83.4 -78.1
AMPLIFY ENERGY C 2OQ GR 456.5 -83.4 -78.1
AMPLIFY ENERGY C MPO2EUR EZ 456.5 -83.4 -78.1
AMPLIFY ENERGY C 2OQ GZ 456.5 -83.4 -78.1
AMPLIFY ENERGY C 2OQ QT 456.5 -83.4 -78.1
AMYRIS INC AMRS* MM 898.4 -125.9 204.7
AMYRIS INC A2MR34 BZ 898.4 -125.9 204.7
ARCH BIOPARTNERS ARCH CN 2.0 -3.9 -0.5
ARENA GROUP HOLD AREN US 171.3 -11.1 -16.1
ASHFORD HOSPITAL AHT US 4,030.2 -44.4 0.0
ASHFORD HOSPITAL AHD GR 4,030.2 -44.4 0.0
ASHFORD HOSPITAL AHT1EUR EU 4,030.2 -44.4 0.0
ASHFORD HOSPITAL AHD TH 4,030.2 -44.4 0.0
ATLAS TECHNICAL ATCX US 510.4 -138.7 83.4
AUTOZONE INC AZO US 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZ5 GR 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZ5 TH 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZOEUR EU 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZ5 QT 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZ5 GZ 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZOEUR EZ 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZO AV 14,520.6 -3,387.2 -1,809.4
AUTOZONE INC AZ5 TE 14,520.6 -3,387.2 -1,809.4
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BATTERY FUTURE A BFAC/U US 353.4 344.1 1.0
BATTERY FUTURE-A BFAC US 353.4 344.1 1.0
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BAUSCH HEALTH CO BHC US 29,090.0 -141.0 1,062.0
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BELLRING BRANDS D51 TH 715.1 -389.6 246.1
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BELLRING BRANDS D51 QT 715.1 -389.6 246.1
BENEFITFOCUS INC BNFT US 245.0 -20.6 38.8
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BIOCRYST PHARM BO1 GR 510.5 -213.2 399.5
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BRIDGEBIO PHARMA 2CL GR 862.2 -1,015.0 630.1
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CINEPLEX INC CX0 GR 2,062.4 -260.2 -393.0
CINEPLEX INC CPXGF US 2,062.4 -260.2 -393.0
CINEPLEX INC CGX CN 2,062.4 -260.2 -393.0
CINEPLEX INC CGXEUR EU 2,062.4 -260.2 -393.0
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CINEPLEX INC CX0 GZ 2,062.4 -260.2 -393.0
CLOVIS ONCOLOGY C6O SW 392.9 -367.7 63.7
COGENT COMMUNICA OGM1 GR 1,014.6 -440.2 340.6
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COMPOSECURE INC CMPO US 143.5 -376.6 49.9
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CPI CARD GROUP I PMTS US 289.7 -107.0 99.4
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CTI BIOPHARMA CO CTIC US 131.4 -27.9 4.4
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DENNY'S CORP DENNEUR EU 392.8 -58.7 -40.9
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DROPBOX INC-A DBX AV 2,758.8 -542.9 457.4
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DROPBOX INC-A 1Q5 TH 2,758.8 -542.9 457.4
DROPBOX INC-A DBXEUR EU 2,758.8 -542.9 457.4
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EMBECTA CORP EMBC US 833.5 -967.5 257.6
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FERRELLGAS PAR-B FGPRB US 1,772.5 -112.3 328.2
FERRELLGAS-LP FGPR US 1,772.5 -112.3 328.2
FLUENCE ENERGY I FLNC US 1,500.9 725.5 641.1
FOREST ROAD AC-A FRXB US 350.7 -22.2 0.3
FOREST ROAD ACQ FRXB/U US 350.7 -22.2 0.3
FORTINET INC FTNT US 5,294.5 -379.6 318.0
FORTINET INC FO8 GR 5,294.5 -379.6 318.0
FORTINET INC FO8 TH 5,294.5 -379.6 318.0
FORTINET INC FO8 SW 5,294.5 -379.6 318.0
FORTINET INC FTNTEUR EZ 5,294.5 -379.6 318.0
FORTINET INC FTNT* MM 5,294.5 -379.6 318.0
FORTINET INC FTNTEUR EU 5,294.5 -379.6 318.0
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FORTINET INC FTNT-RM RM 5,294.5 -379.6 318.0
FORTINET INC FTNT_KZ KZ 5,294.5 -379.6 318.0
FORTINET INC-BDR F1TN34 BZ 5,294.5 -379.6 318.0
GARTNER INC GGRA GZ 6,590.6 -142.9 -1,197.1
GARTNER INC GGRA TH 6,590.6 -142.9 -1,197.1
GARTNER INC IT1EUR EU 6,590.6 -142.9 -1,197.1
GARTNER INC GGRA QT 6,590.6 -142.9 -1,197.1
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GARTNER-BDR G1AR34 BZ 6,590.6 -142.9 -1,197.1
GCM GROSVENOR-A GCMG US 517.2 -53.3 121.0
GODADDY INC -BDR G2DD34 BZ 6,904.1 -445.3 -905.9
GODADDY INC-A GDDY US 6,904.1 -445.3 -905.9
GODADDY INC-A 38D TH 6,904.1 -445.3 -905.9
GODADDY INC-A GDDY* MM 6,904.1 -445.3 -905.9
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GOGO INC GOGO US 723.6 -145.6 208.3
GOGO INC G0G GR 723.6 -145.6 208.3
GOGO INC G0G QT 723.6 -145.6 208.3
GOGO INC G0G TH 723.6 -145.6 208.3
GOGO INC GOGOEUR EU 723.6 -145.6 208.3
GOGO INC GOGOEUR EZ 723.6 -145.6 208.3
GOGO INC G0G GZ 723.6 -145.6 208.3
GOOSEHEAD INSU-A GSHD US 291.3 -58.7 24.9
GOOSEHEAD INSU-A 2OX GR 291.3 -58.7 24.9
GOOSEHEAD INSU-A GSHDEUR EU 291.3 -58.7 24.9
GOOSEHEAD INSU-A 2OX TH 291.3 -58.7 24.9
GOOSEHEAD INSU-A 2OX QT 291.3 -58.7 24.9
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HERBALIFE NUTRIT HOO QT 2,802.5 -1,415.4 375.7
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HEWLETT-CEDEAR HPQ AR 39,901.0 -1,898.0 -5,391.0
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HILLEVAX INC HLVX US 114.7 -168.4 -171.2
HILTON WORLD-BDR H1LT34 BZ 15,382.0 -789.0 -355.0
HILTON WORLDWIDE HLT US 15,382.0 -789.0 -355.0
HILTON WORLDWIDE HI91 QT 15,382.0 -789.0 -355.0
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HILTON WORLDWIDE HLT* MM 15,382.0 -789.0 -355.0
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HOME DEPOT - BDR HOME34 BZ 76,567.0 -1,709.0 3,480.0
HOME DEPOT INC HD TE 76,567.0 -1,709.0 3,480.0
HOME DEPOT INC HDI TH 76,567.0 -1,709.0 3,480.0
HOME DEPOT INC HDI GR 76,567.0 -1,709.0 3,480.0
HOME DEPOT INC HD US 76,567.0 -1,709.0 3,480.0
HOME DEPOT INC HD* MM 76,567.0 -1,709.0 3,480.0
HOME DEPOT INC HD CI 76,567.0 -1,709.0 3,480.0
HOME DEPOT INC HD SW 76,567.0 -1,709.0 3,480.0
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HORIZON ACQUIS-A HZON US 525.6 -30.7 -2.1
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HP COMPANY-BDR HPQB34 BZ 39,901.0 -1,898.0 -5,391.0
HP INC HPQ TE 39,901.0 -1,898.0 -5,391.0
HP INC 7HP TH 39,901.0 -1,898.0 -5,391.0
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HP INC HPQ US 39,901.0 -1,898.0 -5,391.0
HP INC HPQ CI 39,901.0 -1,898.0 -5,391.0
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IMMUNITYBIO INC NK1EUR EU 389.6 -337.6 -168.7
IMMUNITYBIO INC 26C GZ 389.6 -337.6 -168.7
IMMUNITYBIO INC NK1EUR EZ 389.6 -337.6 -168.7
IMMUNITYBIO INC 26CA TH 389.6 -337.6 -168.7
IMMUNITYBIO INC IBRX US 389.6 -337.6 -168.7
IMMUNITYBIO INC 26CA GR 389.6 -337.6 -168.7
IMMUNITYBIO INC 26CA QT 389.6 -337.6 -168.7
IMPINJ INC PI US 304.4 -11.3 213.7
IMPINJ INC 27J TH 304.4 -11.3 213.7
IMPINJ INC 27J GZ 304.4 -11.3 213.7
IMPINJ INC 27J QT 304.4 -11.3 213.7
IMPINJ INC PIEUR EU 304.4 -11.3 213.7
IMPINJ INC 27J GR 304.4 -11.3 213.7
IMPINJ INC PIEUR EZ 304.4 -11.3 213.7
INSEEGO CORP INSG-RM RM 204.2 -34.2 42.7
INSPIRED ENTERTA INSE US 332.2 -70.5 49.2
INSPIRED ENTERTA 4U8 GR 332.2 -70.5 49.2
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INTERCEPT PHARMA ICPT* MM 498.6 -369.8 335.6
INTERCEPT PHARMA ICPT US 498.6 -369.8 335.6
INTERCEPT PHARMA I4P GR 498.6 -369.8 335.6
INTERCEPT PHARMA I4P GZ 498.6 -369.8 335.6
J. JILL INC JILL US 463.6 -30.3 0.6
J. JILL INC 1MJ1 GR 463.6 -30.3 0.6
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KARYOPHARM THERA KPTI US 256.5 -116.3 179.9
KARYOPHARM THERA 25K TH 256.5 -116.3 179.9
KARYOPHARM THERA 25K GR 256.5 -116.3 179.9
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KARYOPHARM THERA 25K QT 256.5 -116.3 179.9
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KENSINGTON CAPIT KCAC/U US 0.1 -0.0 -0.0
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L BRANDS INC-BDR B1BW34 BZ 4,860.0 -2,658.0 512.0
LA JOLLA PHARM LJPC US 96.4 -70.5 46.9
LA JOLLA PHARM LJPP QT 96.4 -70.5 46.9
LATAMGROWTH SPAC LATGU US 134.6 126.4 1.8
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LENNOX INTL INC LII US 2,659.0 -401.3 661.4
LENNOX INTL INC LXI GR 2,659.0 -401.3 661.4
LENNOX INTL INC LII* MM 2,659.0 -401.3 661.4
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LESLIE'S INC LESL US 1,117.0 -258.8 199.4
LESLIE'S INC LE3 GR 1,117.0 -258.8 199.4
LESLIE'S INC LESLEUR EU 1,117.0 -258.8 199.4
LESLIE'S INC LE3 TH 1,117.0 -258.8 199.4
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LIGHT & WONDER I TJW TH 7,952.0 -2,137.0 829.0
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LINDBLAD EXPEDIT LIND US 849.3 -51.2 -123.9
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LOWE'S COS INC LWE GR 49,725.0 -6,877.0 3,780.0
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MADISON SQUARE G MSGS US 1,363.8 -177.9 -190.4
MADISON SQUARE G MSG1EUR EU 1,363.8 -177.9 -190.4
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MANNKIND CORP NNFN TH 308.3 -232.1 130.8
MANNKIND CORP MNKD US 308.3 -232.1 130.8
MANNKIND CORP NNFN GR 308.3 -232.1 130.8
MANNKIND CORP MNKDEUR EZ 308.3 -232.1 130.8
MANNKIND CORP NNFN QT 308.3 -232.1 130.8
MANNKIND CORP MNKDEUR EU 308.3 -232.1 130.8
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MARKETWISE INC MKTW US 416.4 -394.0 -141.0
MARKETWISE INC MKTW* MM 416.4 -394.0 -141.0
MARTIN MIDSTREAM MMLP US 636.2 -30.9 89.6
MASCO CORP MSQ TH 5,467.0 -541.0 892.0
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MASCO CORP MAS* MM 5,467.0 -541.0 892.0
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MASON INDUS-CL A MIT US 500.8 -25.6 0.6
MASON INDUSTRIAL MIT/U US 500.8 -25.6 0.6
MATCH GROUP -BDR M1TC34 BZ 4,193.8 -452.1 177.1
MATCH GROUP INC MTCH US 4,193.8 -452.1 177.1
MATCH GROUP INC 4MGN TH 4,193.8 -452.1 177.1
MATCH GROUP INC MTCH1* MM 4,193.8 -452.1 177.1
MATCH GROUP INC 4MGN QT 4,193.8 -452.1 177.1
MATCH GROUP INC 4MGN GR 4,193.8 -452.1 177.1
MATCH GROUP INC MTC2 AV 4,193.8 -452.1 177.1
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MATCH GROUP INC 0JZ7 LI 4,193.8 -452.1 177.1
MATCH GROUP INC 4MGN GZ 4,193.8 -452.1 177.1
MATCH GROUP INC MTCH-RM RM 4,193.8 -452.1 177.1
MBIA INC MBJ TH 4,443.0 -552.0 0.0
MBIA INC MBI US 4,443.0 -552.0 0.0
MBIA INC MBJ GR 4,443.0 -552.0 0.0
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MCDONALD'S - CDR MCDS CN 49,247.8 -6,369.8 1,439.2
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MCDONALDS - BDR MCDC34 BZ 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MDO TH 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD SW 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD US 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD* MM 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MDO GR 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD TE 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD CI 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MDO QT 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCDEUR EU 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MDO GZ 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD AV 49,247.8 -6,369.8 1,439.2
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MCDONALDS CORP MCDEUR EZ 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP 0R16 LN 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD-RM RM 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCDCL CI 49,247.8 -6,369.8 1,439.2
MCDONALDS-CEDEAR MCD AR 49,247.8 -6,369.8 1,439.2
MCDONALDS-CEDEAR MCDC AR 49,247.8 -6,369.8 1,439.2
MCDONALDS-CEDEAR MCDD AR 49,247.8 -6,369.8 1,439.2
MCKESSON CORP MCK* MM 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK TH 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK1EUR EU 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK QT 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK GR 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK US 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK GZ 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK1EUR EZ 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK-RM RM 62,295.0 -1,472.0 -1,818.0
MCKESSON-BDR M1CK34 BZ 62,295.0 -1,472.0 -1,818.0
MEDIAALPHA INC-A MAX US 285.9 -59.5 25.0
MICROSTRATEG-BDR M2ST34 BZ 2,568.4 -187.1 -54.4
MICROSTRATEGY MSTR US 2,568.4 -187.1 -54.4
MICROSTRATEGY MIGA GR 2,568.4 -187.1 -54.4
MICROSTRATEGY MIGA SW 2,568.4 -187.1 -54.4
MICROSTRATEGY MSTREUR EU 2,568.4 -187.1 -54.4
MICROSTRATEGY MIGA TH 2,568.4 -187.1 -54.4
MICROSTRATEGY MIGA QT 2,568.4 -187.1 -54.4
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MICROSTRATEGY MSTR* MM 2,568.4 -187.1 -54.4
MICROSTRATEGY MIGA GZ 2,568.4 -187.1 -54.4
MICROSTRATEGY MSTR-RM RM 2,568.4 -187.1 -54.4
MICROSTRATEGY MSTR AR 2,568.4 -187.1 -54.4
MONEYGRAM INTERN 9M1N GR 4,504.7 -184.9 -16.6
MONEYGRAM INTERN 9M1N QT 4,504.7 -184.9 -16.6
MONEYGRAM INTERN MGI US 4,504.7 -184.9 -16.6
MONEYGRAM INTERN 9M1N TH 4,504.7 -184.9 -16.6
MONEYGRAM INTERN MGIEUR EU 4,504.7 -184.9 -16.6
MOTOROLA SOL-BDR M1SI34 BZ 11,672.0 -430.0 610.0
MOTOROLA SOL-CED MSI AR 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MOT TE 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MSI US 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MTLA TH 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MTLA GR 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MTLA QT 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MSI1EUR EU 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MTLA GZ 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MSI1EUR EZ 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MOSI AV 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MSI-RM RM 11,672.0 -430.0 610.0
MSCI INC MSCI US 4,833.4 -1,026.4 368.8
MSCI INC 3HM GR 4,833.4 -1,026.4 368.8
MSCI INC 3HM SW 4,833.4 -1,026.4 368.8
MSCI INC 3HM QT 4,833.4 -1,026.4 368.8
MSCI INC 3HM GZ 4,833.4 -1,026.4 368.8
MSCI INC MSCIEUR EZ 4,833.4 -1,026.4 368.8
MSCI INC MSCI* MM 4,833.4 -1,026.4 368.8
MSCI INC 3HM TH 4,833.4 -1,026.4 368.8
MSCI INC MSCI AV 4,833.4 -1,026.4 368.8
MSCI INC MSCI-RM RM 4,833.4 -1,026.4 368.8
MSCI INC-BDR M1SC34 BZ 4,833.4 -1,026.4 368.8
N/A TCDAEUR EU 140.4 -90.3 103.0
N/A CTIC1EUR EU 131.4 -27.9 4.4
N/A CC-RM RM 2,992.4 -210.9 289.6
NATHANS FAMOUS NATH US 83.5 -50.8 53.2
NATHANS FAMOUS NFA GR 83.5 -50.8 53.2
NATHANS FAMOUS NATHEUR EU 83.5 -50.8 53.2
NEW ENG RLTY-LP NEN US 389.9 -59.4 0.0
NORTONLIFEL- BDR S1YM34 BZ 6,247.0 -299.0 -995.0
NORTONLIFELOCK I NLOK US 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYM TH 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYM GR 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYMC TE 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYM QT 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYMCEUR EU 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYM GZ 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYMC AV 6,247.0 -299.0 -995.0
NORTONLIFELOCK I NLOK* MM 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYMCEUR EZ 6,247.0 -299.0 -995.0
NORTONLIFELOCK I NLOK-RM RM 6,247.0 -299.0 -995.0
NUTANIX INC - A 0NU GZ 2,355.9 -721.9 540.5
NUTANIX INC - A 0NU GR 2,355.9 -721.9 540.5
NUTANIX INC - A NTNXEUR EU 2,355.9 -721.9 540.5
NUTANIX INC - A 0NU TH 2,355.9 -721.9 540.5
NUTANIX INC - A 0NU QT 2,355.9 -721.9 540.5
NUTANIX INC - A NTNXEUR EZ 2,355.9 -721.9 540.5
NUTANIX INC - A NTNX US 2,355.9 -721.9 540.5
NUTANIX INC - A NTNX-RM RM 2,355.9 -721.9 540.5
NUTANIX INC-BDR N2TN34 BZ 2,355.9 -721.9 540.5
O'REILLY AUT-BDR ORLY34 BZ 12,067.7 -1,107.4 -1,613.3
O'REILLY AUTOMOT OM6 TH 12,067.7 -1,107.4 -1,613.3
O'REILLY AUTOMOT OM6 QT 12,067.7 -1,107.4 -1,613.3
O'REILLY AUTOMOT ORLYEUR EU 12,067.7 -1,107.4 -1,613.3
O'REILLY AUTOMOT OM6 GZ 12,067.7 -1,107.4 -1,613.3
O'REILLY AUTOMOT ORLY AV 12,067.7 -1,107.4 -1,613.3
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O'REILLY AUTOMOT ORLYEUR EZ 12,067.7 -1,107.4 -1,613.3
O'REILLY AUTOMOT ORLY* MM 12,067.7 -1,107.4 -1,613.3
O'REILLY AUTOMOT ORLY-RM RM 12,067.7 -1,107.4 -1,613.3
OAK STREET HEALT OSH US 2,063.2 -101.9 507.9
OAK STREET HEALT HE6 GZ 2,063.2 -101.9 507.9
OAK STREET HEALT OSH3EUR EU 2,063.2 -101.9 507.9
OAK STREET HEALT HE6 TH 2,063.2 -101.9 507.9
OAK STREET HEALT HE6 GR 2,063.2 -101.9 507.9
OAK STREET HEALT HE6 QT 2,063.2 -101.9 507.9
OMEROS CORP OMER US 369.3 -4.9 175.2
OMEROS CORP 3O8 GR 369.3 -4.9 175.2
OMEROS CORP 3O8 QT 369.3 -4.9 175.2
OMEROS CORP 3O8 TH 369.3 -4.9 175.2
OMEROS CORP OMEREUR EU 369.3 -4.9 175.2
OMEROS CORP 3O8 GZ 369.3 -4.9 175.2
OPTINOSE INC OPTN US 133.8 -44.9 78.4
OPTINOSE INC 0OP GR 133.8 -44.9 78.4
OPTINOSE INC OPTNEUR EU 133.8 -44.9 78.4
OPTINOSE INC 0OP GZ 133.8 -44.9 78.4
ORACLE BDR ORCL34 BZ 109,297.0 -5,768.0 12,122.0
ORACLE CO-CEDEAR ORCLC AR 109,297.0 -5,768.0 12,122.0
ORACLE CO-CEDEAR ORCL AR 109,297.0 -5,768.0 12,122.0
ORACLE CO-CEDEAR ORCLD AR 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORC GR 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCL US 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORC TH 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCL TE 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCL* MM 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCL CI 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCL SW 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCLEUR EU 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORC QT 109,297.0 -5,768.0 12,122.0
ORACLE CORP 0R1Z LN 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCL AV 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORC GZ 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCLUSD SW 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCLEUR EZ 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCLCL CI 109,297.0 -5,768.0 12,122.0
ORACLE CORP ORCL-RM RM 109,297.0 -5,768.0 12,122.0
ORGANON & CO OGN US 10,614.0 -1,137.0 1,378.0
ORGANON & CO OGN-WEUR EU 10,614.0 -1,137.0 1,378.0
ORGANON & CO 7XP TH 10,614.0 -1,137.0 1,378.0
ORGANON & CO 7XP GR 10,614.0 -1,137.0 1,378.0
ORGANON & CO OGN* MM 10,614.0 -1,137.0 1,378.0
ORGANON & CO 7XP GZ 10,614.0 -1,137.0 1,378.0
ORGANON & CO 7XP QT 10,614.0 -1,137.0 1,378.0
ORGANON & CO OGN-RM RM 10,614.0 -1,137.0 1,378.0
OTIS WORLDWI OTIS US 9,913.0 -4,752.0 -188.0
OTIS WORLDWI 4PG GR 9,913.0 -4,752.0 -188.0
OTIS WORLDWI OTISEUR EU 9,913.0 -4,752.0 -188.0
OTIS WORLDWI 4PG GZ 9,913.0 -4,752.0 -188.0
OTIS WORLDWI OTISEUR EZ 9,913.0 -4,752.0 -188.0
OTIS WORLDWI OTIS* MM 9,913.0 -4,752.0 -188.0
OTIS WORLDWI 4PG TH 9,913.0 -4,752.0 -188.0
OTIS WORLDWI 4PG QT 9,913.0 -4,752.0 -188.0
OTIS WORLDWI OTIS AV 9,913.0 -4,752.0 -188.0
OTIS WORLDWI OTIS-RM RM 9,913.0 -4,752.0 -188.0
OTIS WORLDWI-BDR O1TI34 BZ 9,913.0 -4,752.0 -188.0
PAPA JOHN'S INTL PZZA US 836.3 -232.6 -10.7
PAPA JOHN'S INTL PP1 GR 836.3 -232.6 -10.7
PAPA JOHN'S INTL PZZAEUR EU 836.3 -232.6 -10.7
PAPA JOHN'S INTL PP1 GZ 836.3 -232.6 -10.7
PAPA JOHN'S INTL PP1 TH 836.3 -232.6 -10.7
PAPA JOHN'S INTL PP1 QT 836.3 -232.6 -10.7
PAPAYA GROWTH -A PPYA US 295.3 279.9 1.7
PAPAYA GROWTH OP PPYAU US 295.3 279.9 1.7
PAPAYA GROWTH OP CC40 GR 295.3 279.9 1.7
PAPAYA GROWTH OP PPYAUEUR EU 295.3 279.9 1.7
PET VALU HOLDING PET CN 614.6 -74.9 33.3
PETRO USA INC PBAJ US 0.0 -0.1 -0.1
PHATHOM PHARMACE PHAT US 213.5 -7.0 188.2
PHILIP MORRI-BDR PHMO34 BZ 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PM US 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN 4I1 GR 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PM1CHF EU 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PM1 TE 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN 4I1 TH 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PM1EUR EU 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PMI SW 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PMIZ EB 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PMIZ IX 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN 4I1 QT 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PMOR AV 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN 0M8V LN 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN 4I1 GZ 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PM1CHF EZ 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PM1EUR EZ 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PM* MM 40,960.0 -7,260.0 -2,171.0
PHILIP MORRIS IN PM-RM RM 40,960.0 -7,260.0 -2,171.0
PHOENIX BIO-CL A PBAX US 1.1 -8.0 0.9
PHOENIX BIOTECH PBAXU US 1.1 -8.0 0.9
PLANET FITNESS I P2LN34 BZ 2,992.4 -210.9 289.6
PLANET FITNESS-A PLNT1EUR EU 2,992.4 -210.9 289.6
PLANET FITNESS-A 3PL QT 2,992.4 -210.9 289.6
PLANET FITNESS-A PLNT1EUR EZ 2,992.4 -210.9 289.6
PLANET FITNESS-A PLNT US 2,992.4 -210.9 289.6
PLANET FITNESS-A 3PL TH 2,992.4 -210.9 289.6
PLANET FITNESS-A 3PL GR 2,992.4 -210.9 289.6
PLANET FITNESS-A 3PL GZ 2,992.4 -210.9 289.6
POTBELLY CORP PBPB US 245.8 -8.9 -42.3
POTBELLY CORP PBPBEUR EZ 245.8 -8.9 -42.3
PRIME IMPACT A-A PIAI US 324.9 -15.2 -0.0
PRIME IMPACT ACQ PIAI/U US 324.9 -15.2 -0.0
PROS HOLDINGS IN PH2 GR 461.8 -25.1 110.4
PROS HOLDINGS IN PRO US 461.8 -25.1 110.4
PROS HOLDINGS IN PRO1EUR EU 461.8 -25.1 110.4
PTC THERAPEUTICS PTCT US 1,804.1 -182.2 127.3
PTC THERAPEUTICS BH3 GR 1,804.1 -182.2 127.3
PTC THERAPEUTICS P91 TH 1,804.1 -182.2 127.3
PTC THERAPEUTICS P91 QT 1,804.1 -182.2 127.3
RADIUS HEALTH IN RDUS US 154.1 -265.9 65.3
RADIUS HEALTH IN 1R8 GR 154.1 -265.9 65.3
RADIUS HEALTH IN 1R8 TH 154.1 -265.9 65.3
RADIUS HEALTH IN 1R8 QT 154.1 -265.9 65.3
RADIUS HEALTH IN RDUSEUR EU 154.1 -265.9 65.3
RADIUS HEALTH IN RDUSEUR EZ 154.1 -265.9 65.3
RAPID7 INC R7D SW 1,285.5 -148.2 -53.7
RAPID7 INC RPDEUR EU 1,285.5 -148.2 -53.7
RAPID7 INC R7D TH 1,285.5 -148.2 -53.7
RAPID7 INC RPD US 1,285.5 -148.2 -53.7
RAPID7 INC R7D GR 1,285.5 -148.2 -53.7
RAPID7 INC RPD* MM 1,285.5 -148.2 -53.7
RAPID7 INC R7D GZ 1,285.5 -148.2 -53.7
RAPID7 INC R7D QT 1,285.5 -148.2 -53.7
RAPID7 INC-BDR R2PD34 BZ 1,285.5 -148.2 -53.7
REALREAL INC/THE 6RR GR 698.4 -69.3 284.5
REALREAL INC/THE 6RR GZ 698.4 -69.3 284.5
REALREAL INC/THE REAL2EUR EU 698.4 -69.3 284.5
REALREAL INC/THE 6RR TH 698.4 -69.3 284.5
REALREAL INC/THE REAL US 698.4 -69.3 284.5
REDBOX ENTERTAIN RDBX US 361.5 -102.0 -79.8
REVLON INC-A RVL1 GR 2,374.8 -2,078.6 196.5
REVLON INC-A REV US 2,374.8 -2,078.6 196.5
REVLON INC-A REVEUR EU 2,374.8 -2,078.6 196.5
REVLON INC-A RVL1 TH 2,374.8 -2,078.6 196.5
REVLON INC-A REV* MM 2,374.8 -2,078.6 196.5
RIMINI STREET IN RMNI US 386.2 -76.5 -49.8
RIMINI STREET IN 0QH GR 386.2 -76.5 -49.8
RIMINI STREET IN RMNIEUR EU 386.2 -76.5 -49.8
RIMINI STREET IN 0QH QT 386.2 -76.5 -49.8
RITE AID CORP RTA1 GR 8,549.8 -8.4 741.2
RITE AID CORP RAD US 8,549.8 -8.4 741.2
RITE AID CORP RTA1 QT 8,549.8 -8.4 741.2
RITE AID CORP RTA1 TH 8,549.8 -8.4 741.2
RITE AID CORP RADEUR EU 8,549.8 -8.4 741.2
RITE AID CORP RADEUR EZ 8,549.8 -8.4 741.2
RITE AID CORP RTA1 GZ 8,549.8 -8.4 741.2
ROSE HILL ACQU-A ROSE US 147.6 -9.9 0.8
ROSE HILL ACQUIS ROSEU US 147.6 -9.9 0.8
SABRE CORP SABR US 5,176.7 -606.6 840.9
SABRE CORP 19S TH 5,176.7 -606.6 840.9
SABRE CORP 19S GR 5,176.7 -606.6 840.9
SABRE CORP 19S QT 5,176.7 -606.6 840.9
SABRE CORP SABREUR EU 5,176.7 -606.6 840.9
SABRE CORP SABREUR EZ 5,176.7 -606.6 840.9
SABRE CORP 19S GZ 5,176.7 -606.6 840.9
SBA COMM CORP SBAC US 10,011.9 -5,398.7 -823.3
SBA COMM CORP 4SB GR 10,011.9 -5,398.7 -823.3
SBA COMM CORP 4SB GZ 10,011.9 -5,398.7 -823.3
SBA COMM CORP SBAC* MM 10,011.9 -5,398.7 -823.3
SBA COMM CORP 4SB QT 10,011.9 -5,398.7 -823.3
SBA COMM CORP SBACEUR EU 10,011.9 -5,398.7 -823.3
SBA COMM CORP 4SB TH 10,011.9 -5,398.7 -823.3
SEAWORLD ENTERTA W2L GR 2,396.6 -401.5 -168.3
SEAWORLD ENTERTA W2L TH 2,396.6 -401.5 -168.3
SEAWORLD ENTERTA W2L QT 2,396.6 -401.5 -168.3
SEAWORLD ENTERTA SEASEUR EU 2,396.6 -401.5 -168.3
SEAWORLD ENTERTA SEAS US 2,396.6 -401.5 -168.3
SEAWORLD ENTERTA W2L GZ 2,396.6 -401.5 -168.3
SHELL MIDSTREAM SHLX US 2,231.0 -441.0 62.0
SHOALS TECHNOL-A SHLS US 474.5 -1.4 99.0
SHOALS TECHNOL-A SHLS-RM RM 474.5 -1.4 99.0
SILVER SPIKE-A SPKC/U CN 128.4 -8.3 0.8
SIRIUS XM HO-BDR SRXM34 BZ 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN RDO GR 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN RDO TH 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN SIRI US 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN SIRI SW 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN RDO QT 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN SIRIEUR EU 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN RDO GZ 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN SIRI AV 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN SIRIEUR EZ 10,270.0 -3,579.0 -1,751.0
SIX FLAGS ENTERT 6FE GR 2,884.0 -515.7 -11.0
SIX FLAGS ENTERT SIXEUR EU 2,884.0 -515.7 -11.0
SIX FLAGS ENTERT SIX US 2,884.0 -515.7 -11.0
SIX FLAGS ENTERT 6FE QT 2,884.0 -515.7 -11.0
SIX FLAGS ENTERT 6FE TH 2,884.0 -515.7 -11.0
SK GROWTH OPPORT SKGRU US 0.6 -0.0 -0.5
SKYX PLATFORMS C SKYX US 30.7 17.5 25.2
SLEEP NUMBER COR SNBR US 950.1 -443.0 -723.4
SLEEP NUMBER COR SL2 GR 950.1 -443.0 -723.4
SLEEP NUMBER COR SNBREUR EU 950.1 -443.0 -723.4
SLEEP NUMBER COR SL2 TH 950.1 -443.0 -723.4
SLEEP NUMBER COR SL2 QT 950.1 -443.0 -723.4
SLEEP NUMBER COR SL2 GZ 950.1 -443.0 -723.4
SMILEDIRECTCLUB SDC* MM 710.2 -203.5 226.9
SPLUNK INC SPLK US 5,210.0 -661.9 763.8
SPLUNK INC S0U GR 5,210.0 -661.9 763.8
SPLUNK INC S0U QT 5,210.0 -661.9 763.8
SPLUNK INC S0U GZ 5,210.0 -661.9 763.8
SPLUNK INC SPLK* MM 5,210.0 -661.9 763.8
SPLUNK INC SPLKEUR EZ 5,210.0 -661.9 763.8
SPLUNK INC SPLKEUR EU 5,210.0 -661.9 763.8
SPLUNK INC S0U TH 5,210.0 -661.9 763.8
SPLUNK INC SPLK-RM RM 5,210.0 -661.9 763.8
SPLUNK INC - BDR S1PL34 BZ 5,210.0 -661.9 763.8
SPRAGUE RESOURCE SRLP US 1,334.3 -95.2 -519.7
SQUARESPACE -BDR S2QS34 BZ 994.3 -42.1 -74.5
SQUARESPACE IN-A SQSP US 994.3 -42.1 -74.5
SQUARESPACE IN-A 8DT GR 994.3 -42.1 -74.5
SQUARESPACE IN-A SQSPEUR EU 994.3 -42.1 -74.5
SQUARESPACE IN-A 8DT GZ 994.3 -42.1 -74.5
SQUARESPACE IN-A 8DT TH 994.3 -42.1 -74.5
SQUARESPACE IN-A 8DT QT 994.3 -42.1 -74.5
STARBUCKS CORP SRB GR 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SRB TH 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX* MM 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX CI 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX SW 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SRB QT 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX AV 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX TE 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUXEUR EU 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX IM 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX US 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUXUSD SW 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SRB GZ 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUXEUR EZ 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP 0QZH LI 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX PE 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX-RM RM 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUXCL CI 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX_KZ KZ 28,156.2 -8,658.9 -1,334.9
STARBUCKS-BDR SBUB34 BZ 28,156.2 -8,658.9 -1,334.9
STARBUCKS-CEDEAR SBUXD AR 28,156.2 -8,658.9 -1,334.9
STARBUCKS-CEDEAR SBUX AR 28,156.2 -8,658.9 -1,334.9
STONEMOR INC STON US 1,785.5 -157.5 120.7
STONEMOR INC 3V8 GR 1,785.5 -157.5 120.7
STONEMOR INC STONEUR EU 1,785.5 -157.5 120.7
SYMBOTIC INC SYM US 612.8 73.1 146.1
TEMPUR SEALY INT TPX US 4,404.4 -180.9 248.1
TEMPUR SEALY INT TPD GR 4,404.4 -180.9 248.1
TEMPUR SEALY INT TPXEUR EU 4,404.4 -180.9 248.1
TEMPUR SEALY INT TPD TH 4,404.4 -180.9 248.1
TEMPUR SEALY INT TPD GZ 4,404.4 -180.9 248.1
TEMPUR SEALY INT T2PX34 BZ 4,404.4 -180.9 248.1
TEMPUR SEALY INT TPX-RM RM 4,404.4 -180.9 248.1
TERRAN ORBITAL C LLAP US 170.0 -34.2 57.7
TG THERAPEUTICS TGTX US 251.7 -1,438.2 187.6
TG THERAPEUTICS NKB2 GR 251.7 -1,438.2 187.6
TG THERAPEUTICS NKB2 TH 251.7 -1,438.2 187.6
TG THERAPEUTICS NKB2 QT 251.7 -1,438.2 187.6
TG THERAPEUTICS NKB2 GZ 251.7 -1,438.2 187.6
TORRID HOLDINGS CURV US 567.2 -254.9 -74.5
TRANSDIGM - BDR T1DG34 BZ 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP TDG US 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP T7D GR 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP TDG* MM 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP T7D TH 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP T7D QT 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP TDGEUR EU 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP TDGEUR EZ 18,841.0 -2,893.0 5,263.0
TRANSDIGM GROUP TDG-RM RM 18,841.0 -2,893.0 5,263.0
TRAVEL + LEISURE TNL US 6,477.0 -846.0 521.0
TRAVEL + LEISURE WD5A TH 6,477.0 -846.0 521.0
TRAVEL + LEISURE WD5A GR 6,477.0 -846.0 521.0
TRAVEL + LEISURE 0M1K LI 6,477.0 -846.0 521.0
TRAVEL + LEISURE WD5A QT 6,477.0 -846.0 521.0
TRAVEL + LEISURE WYNEUR EU 6,477.0 -846.0 521.0
TRAVEL + LEISURE WD5A GZ 6,477.0 -846.0 521.0
TRAVEL + LEISURE TNL* MM 6,477.0 -846.0 521.0
TRICIDA INC TCDA US 140.4 -90.3 103.0
TRICIDA INC 1T7 GR 140.4 -90.3 103.0
TRICIDA INC 1T7 TH 140.4 -90.3 103.0
TRICIDA INC 1T7 QT 140.4 -90.3 103.0
TRICIDA INC TCDAEUR EZ 140.4 -90.3 103.0
TRICIDA INC 1T7 GZ 140.4 -90.3 103.0
TRIUMPH GROUP TG7 GR 1,667.5 -805.3 341.5
TRIUMPH GROUP TGI US 1,667.5 -805.3 341.5
TRIUMPH GROUP TG7 TH 1,667.5 -805.3 341.5
TRIUMPH GROUP TGIEUR EU 1,667.5 -805.3 341.5
TRIUMPH GROUP TG7 GZ 1,667.5 -805.3 341.5
UBIQUITI INC UI US 759.7 -335.0 301.9
UBIQUITI INC 3UB GR 759.7 -335.0 301.9
UBIQUITI INC UBNTEUR EU 759.7 -335.0 301.9
UBIQUITI INC 3UB TH 759.7 -335.0 301.9
UNISYS CORP USY1 TH 2,154.4 -98.5 308.3
UNISYS CORP USY1 GR 2,154.4 -98.5 308.3
UNISYS CORP UIS SW 2,154.4 -98.5 308.3
UNISYS CORP UIS US 2,154.4 -98.5 308.3
UNISYS CORP UISEUR EU 2,154.4 -98.5 308.3
UNISYS CORP USY1 GZ 2,154.4 -98.5 308.3
UNISYS CORP USY1 QT 2,154.4 -98.5 308.3
UNISYS CORP UISEUR EZ 2,154.4 -98.5 308.3
UNITI GROUP INC 8XC TH 4,955.2 -2,075.2 0.0
UNITI GROUP INC UNIT US 4,955.2 -2,075.2 0.0
UNITI GROUP INC 8XC GR 4,955.2 -2,075.2 0.0
UNITI GROUP INC 8XC GZ 4,955.2 -2,075.2 0.0
UROGEN PHARMA LT UR8 GR 165.7 -17.1 141.4
UROGEN PHARMA LT URGNEUR EU 165.7 -17.1 141.4
UROGEN PHARMA LT URGN US 165.7 -17.1 141.4
USD PARTNERS LP USDP US 233.8 -30.7 0.9
VECTOR GROUP LTD VGR US 912.6 -840.7 291.7
VECTOR GROUP LTD VGR GR 912.6 -840.7 291.7
VECTOR GROUP LTD VGR QT 912.6 -840.7 291.7
VECTOR GROUP LTD VGREUR EU 912.6 -840.7 291.7
VECTOR GROUP LTD VGREUR EZ 912.6 -840.7 291.7
VECTOR GROUP LTD VGR TH 912.6 -840.7 291.7
VECTOR GROUP LTD VGR GZ 912.6 -840.7 291.7
VERISIGN INC VRS TH 1,762.5 -1,455.0 -5.0
VERISIGN INC VRSN US 1,762.5 -1,455.0 -5.0
VERISIGN INC VRS GR 1,762.5 -1,455.0 -5.0
VERISIGN INC VRS QT 1,762.5 -1,455.0 -5.0
VERISIGN INC VRSNEUR EU 1,762.5 -1,455.0 -5.0
VERISIGN INC VRS GZ 1,762.5 -1,455.0 -5.0
VERISIGN INC VRSN* MM 1,762.5 -1,455.0 -5.0
VERISIGN INC VRSNEUR EZ 1,762.5 -1,455.0 -5.0
VERISIGN INC VRSN-RM RM 1,762.5 -1,455.0 -5.0
VERISIGN INC-BDR VRSN34 BZ 1,762.5 -1,455.0 -5.0
VERISIGN-CEDEAR VRSN AR 1,762.5 -1,455.0 -5.0
VIVINT SMART HOM VVNT US 2,713.2 -1,753.9 -540.0
VIVINT SMART HOM V2VN34 BZ 2,713.2 -1,753.9 -540.0
VMWARE INC-BDR V2MW34 BZ 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A BZF1 GR 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A BZF1 TH 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A VMW US 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A VMWEUR EU 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A BZF1 QT 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A BZF1 GZ 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A VMW* MM 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A VMWEUR EZ 27,434.0 -411.0 -2,249.0
VMWARE INC-CL A VMWA AV 27,434.0 -411.0 -2,249.0
W&T OFFSHORE INC UWV GR 1,439.8 -124.4 164.2
W&T OFFSHORE INC WTI US 1,439.8 -124.4 164.2
W&T OFFSHORE INC WTI1EUR EU 1,439.8 -124.4 164.2
W&T OFFSHORE INC UWV TH 1,439.8 -124.4 164.2
W&T OFFSHORE INC UWV GZ 1,439.8 -124.4 164.2
WAYFAIR INC- A W US 4,098.0 -2,145.0 242.0
WAYFAIR INC- A 1WF GR 4,098.0 -2,145.0 242.0
WAYFAIR INC- A 1WF TH 4,098.0 -2,145.0 242.0
WAYFAIR INC- A WEUR EU 4,098.0 -2,145.0 242.0
WAYFAIR INC- A W* MM 4,098.0 -2,145.0 242.0
WAYFAIR INC- A 1WF QT 4,098.0 -2,145.0 242.0
WAYFAIR INC- A 1WF GZ 4,098.0 -2,145.0 242.0
WAYFAIR INC- A WEUR EZ 4,098.0 -2,145.0 242.0
WEBER INC - A WEBR US 1,878.4 -194.1 274.3
WEWORK INC-CL A WE US 19,638.0 -2,317.0 -889.0
WEWORK INC-CL A WE1EUR EU 19,638.0 -2,317.0 -889.0
WEWORK INC-CL A 9WE GR 19,638.0 -2,317.0 -889.0
WEWORK INC-CL A 9WE TH 19,638.0 -2,317.0 -889.0
WEWORK INC-CL A 9WE QT 19,638.0 -2,317.0 -889.0
WEWORK INC-CL A 9WE GZ 19,638.0 -2,317.0 -889.0
WEWORK INC-CL A WE* MM 19,638.0 -2,317.0 -889.0
WINGSTOP INC WING1EUR EU 395.4 -415.5 156.8
WINGSTOP INC WING US 395.4 -415.5 156.8
WINGSTOP INC EWG GR 395.4 -415.5 156.8
WINGSTOP INC EWG GZ 395.4 -415.5 156.8
WINMARK CORP GBZ GR 27.1 -68.8 2.0
WINMARK CORP WINA US 27.1 -68.8 2.0
WW INTERNATIONAL WW US 1,390.6 -456.1 57.2
WW INTERNATIONAL WW6 GR 1,390.6 -456.1 57.2
WW INTERNATIONAL WTWEUR EU 1,390.6 -456.1 57.2
WW INTERNATIONAL WW6 QT 1,390.6 -456.1 57.2
WW INTERNATIONAL WW6 TH 1,390.6 -456.1 57.2
WW INTERNATIONAL WW6 GZ 1,390.6 -456.1 57.2
WW INTERNATIONAL WTWEUR EZ 1,390.6 -456.1 57.2
WW INTERNATIONAL WTW AV 1,390.6 -456.1 57.2
WW INTERNATIONAL WW-RM RM 1,390.6 -456.1 57.2
WYNN RESORTS LTD WYR TH 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNN* MM 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNN US 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYR GR 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYR QT 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNNEUR EU 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYR GZ 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNNEUR EZ 12,179.3 -1,033.3 1,511.4
WYNN RESORTS LTD WYNN-RM RM 12,179.3 -1,033.3 1,511.4
WYNN RESORTS-BDR W1YN34 BZ 12,179.3 -1,033.3 1,511.4
YELLOW CORP YEL GR 2,503.9 -324.1 255.7
YELLOW CORP YELL US 2,503.9 -324.1 255.7
YELLOW CORP YEL1 TH 2,503.9 -324.1 255.7
YELLOW CORP YRCWEUR EZ 2,503.9 -324.1 255.7
YELLOW CORP YEL QT 2,503.9 -324.1 255.7
YELLOW CORP YRCWEUR EU 2,503.9 -324.1 255.7
YELLOW CORP YEL GZ 2,503.9 -324.1 255.7
YUM! BRANDS -BDR YUMR34 BZ 5,790.0 -8,568.0 246.0
YUM! BRANDS INC TGR TH 5,790.0 -8,568.0 246.0
YUM! BRANDS INC TGR GR 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUMEUR EU 5,790.0 -8,568.0 246.0
YUM! BRANDS INC TGR QT 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUM SW 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUM* MM 5,790.0 -8,568.0 246.0
YUM! BRANDS INC TGR GZ 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUM US 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUMUSD SW 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUMEUR EZ 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUM AV 5,790.0 -8,568.0 246.0
YUM! BRANDS INC TGR TE 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUM-RM RM 5,790.0 -8,568.0 246.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2022. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***