/raid1/www/Hosts/bankrupt/TCR_Public/220905.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, September 5, 2022, Vol. 26, No. 247
Headlines
100 ORCHARD: Wins Interim Access to Cash Collateral
129 W WALNUT: Case Summary & Eight Unsecured Creditors
888 HOLDINGS: Fitch Assigns 'BB-' LongTerm IDR, Outlook Neg.
A.B.C. OF NORTH PALM BEACH: Sept. 28 Plan & Disclosure Hearing Set
A.B.C. OF NORTH PALM BEACH: Unsecureds Unimpaired in Plan
AERKOMM INC: Tristan Kuo Quits as Chief Financial Officer
AG FOODS LLC: Grocery Store Files Subchapter V Case
ALLENA PHARMACEUTICALS: Case Summary & 20 Top Unsecured Creditors
APACHE CORP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
BAYOU POINTE: Unsecured Claims Under $2.5K to be Paid in Full
BCP RENAISSANCE: Fitch Withdraws 'B+' Rating on Sr. Secured Debt
BED BATH: S&P Lowers Senior Unsecured Debt Rating to 'CCC-'
BITNILE HOLDINGS: Unit Invests in Lab-Grown Diamond Manufacturer
BLOCK INC: Fitch Affirms 'BB' LongTerm IDR, Outlook Positive
BRAND 44: Case Summary & 20 Largest Unsecured Creditors
CALCEUS ACQUISITION: S&P Upgrades ICR to 'B-', Outlook Stable
CARESTREAM HEALTH: Sept. 28 Hearing on Plan & Disclosures
CENTRAL FLORIDA CIVIL: Seeks Access to Cash Collateral
CHRISTIAN GOHN: Case Summary & 20 Largest Unsecured Creditors
CINEMA SQUARE: Has Deal on Cash Collateral Access
CLUBHOUSE MEDIA: Incurs $4.9 Million Net Loss in Second Quarter
CM RESORT: Trustee Seeks to Hire Wakeland Property as Broker
COMMUNITY ECO: Covanta Says Plan Disclosures Insufficient
COMMUNITY ECO: Creditors Committee Says Plans Unconfirmable
CONNECT TRUCKING: Unsecured Creditors to Split $30K in Plan
COTTAGE GROVE: Taps Robert Sewall as Accountant
CYTODYN INC: Shareholders OK Hike in Authorized Common Shares
DEALER PRODUCTS: Files Emergency Bid to Use Cash Collateral
DELIVERANCE HOLY: Court Confirms Plan of Reorganization
DJM HOLDINGS: Says Wilmington Objection Time Barred
DOCUPLEX INC: Case Summary & 20 Largest Unsecured Creditors
DULING SONS: Trustee Seeks to Hire Spencer Fane as Counsel
ECOARK HOLDINGS: Inks Deal to Sell Banner Midstream Business
EL CALAMAR: Wins Cash Collateral Access on Final Basis
EMPIRE INVESTMENTS: Taps Nichani Law Firm as Bankruptcy Counsel
EYP GROUP: Disclosures Lacks Adequate Information, LPC Says
FAIRMONT ORTHOPEDICS: Seeks Cash Collateral Access on Final Basis
FEI HUANG: Gets Interim Cash Collateral Access
FINMARK STRATEGY: FG Unsecureds to Get Share of Income for 3 Years
FIRST GUARANTY: Taps Dentons US as Bankruptcy Counsel
FIRST GUARANTY: Taps Kurtzman as Administrative Advisor
FIRST GUARANTY: Taps Pachulski as Co-Counsel
FREE SPEECH: Sandy Hook Parents Want Jones Out of Case
FUSION PROMOTIONS: Hearing Tuesday on Cash Collateral Access
HANJRA TRUCKING: Files Subchapter V Case
HBL SNF: Unsecureds to Get 100 Cents on Dollar in Subchapter V Plan
HJ DYNAMIC: Case Summary & 20 Largest Unsecured Creditors
HOLLIDAY ROAD: Court Confirms Reorganization Plan
HUCKLEBERRY PARTNERS: Oct. 6 Hearing on Disclosure and Plan
IFRESH INC: Eddie Chang Quits as CFO, Replacement Named
IFRESH INC: Jiandong Xu Quits as Director
IKON WEAPONS: Voluntary Chapter 11 Case Summary
INNERSCOPE HEARING: GS Capital Forgives $3.5 Million Debt
INPATIENT CARE: Case Summary & Four Unsecured Creditors
ISCM HOLDINGS: Case Summary & One Unsecured Creditor
J&J CONSTRUCTION: Seeks Cash Collateral Access
J. BOWERS: Wins Cash Collateral Access Thru Sept 24
JACKSON, MS: S&P Lowers Bond Ratings to 'BB-', On Watch Negative
JAGUAR HEALTH: Gets Add'l Capital Through Sale of Royalty Rights
JOHNSON & JOHNSON: Fraud Suits Continue Despite Imerys Ch. 11 Stay
KC PANORAMA: Chapter 11 Case Nearing Dismissal
KCIBT HOLDINGS: S&P Affirms 'CCC' ICR on Tight Liquidity
KEYWAY APARTMENT: Wins Cash Collateral Access Thru Sept 10
KOSSOFF PLLC: Escrow Fight Ends With $4.5M Repayment Order
LAPEER AVIATION: Amends LAI Unsecured Claims Pay Details
LATHAN EQUIPMENT: Wins Cash Collateral Access Thru Nov 30
LGI HOMES: S&P Alters Outlook to Stable, Affirms 'BB-' ICR
LONESOME VALLEY: Brewery & Pub Files for Chapter 11
LOTUS SKY: Case Summary & 15 Unsecured Creditors
MANHATTAN CAPITAL: Taps Ciardi Ciardi & Astin as Legal Counsel
MARINE WHOLESALE: Wins Cash Collateral Access Thru Sept 14
MASTEN SPACE SYSTEMS: Sept. 6 Auction of Substantially All Assets
MIRACLE CENTER: Seeks Cash Collateral Access Thru Dec 31
MONTICELLO HORIZON: Oct. 20 Hearing on Plan & Disclosures
MYLIFE.COM INC: Voluntary Chapter 11 Case Summary
NATURALSHRIMP INC: Incurs $2.2 Million Net Loss in First Quarter
NEPHROS INC: Incurs $1.1 Million Net Loss in Second Quarter
NEPHROS INC: Wes Lobo to Quit as Chief Commercial Officer
OPEN TEXT: S&P Alters Outlook to Negative, Affirms 'BB+' ICR
OSG GROUP: UST Says Exculpation Provision is Inconsistent
PACKABLE HOLDINGS: Wins Interim Cash Collateral Access
QUICKER LIQUOR: Reaches Plan Settlement With Moody
RIGHT ON BRANDS: Settles Dispute With Former Director
ROJESIE INC: Files for Chapter 11 Bankruptcy Along With Owner
ROOF IT BETTER: Wins Interim Cash Collateral Access
SAN JORGE HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
SANDY ROAD: Seeks Approval to Hire CFO Solutions as CRO
SHOPS AT BROAD: Case Summary & 13 Unsecured Creditors
SILVER STATE: Unsecureds Owed $364K Unimpaired in Plan
SITEK PRODUCTIONS: Files Emergency Bid to Use Cash Collateral
STERLING VA: Case Summary & Three Unsecured Creditors
STRATEGIC INNOVATIONS: Voluntary Chapter 11 Case Summary
TEDESCHI & SONS: Court OKs Cash Collateral Access Thru Sept 8
TIMBER PHARMACEUTICALS: Gets Listing Deficiency Notice From NYSE
TRX HOLDCO: Hearing Tuesday on Continued Cash Collateral Access
VALLEY TRANSPORTATION: Voluntary Chapter 11 Case Summary
VOYAGER DIGITAL: Committee Taps FTI Consulting as Financial Advisor
VOYAGER DIGITAL: Committee Taps McDermott Will & Emery as Counsel
WALL012 LLC: Case Summary & 20 Largest Unsecured Creditors
WALL016 LLC: Case Summary & 20 Largest Unsecured Creditors
WALL017 LLC: Case Summary & 20 Largest Unsecured Creditors
WESTMINSTER AT LAKE RIDGE: Fitch Affirms BB on Series 2016 Bonds
WHITE RABBIT: Wins Cash Collateral Access Thru Sept 30
WILLIAMS HOLDINGS: Seeks Chapter 11 Bankruptcy Protection
WYOTRANS LLC: Seeks Continued Cash Collateral Access Thru Oct 31
ZIER PROPERTIES: Unsecureds Likely Out of Money Under Plan
[^] BOND PRICING: For the Week from Aug. 29 to Sept. 2, 2022
*********
100 ORCHARD: Wins Interim Access to Cash Collateral
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 100 Orchard Street LLC d/b/a Blue Moon Hotel to use the
cash collateral of Brick Moon Capital LLC and the U.S. Small
Business Administration, nunc pro tunc and effective as of the
Petition Date, on an interim basis in accordance with the budget.
As previously reported by the Troubled Company Reporter, Brick has
a duly perfected senior lien and security interest in all of the
Debtor's pre-petition assets, including the Debtor's real property,
the Hotel and all room revenues collected by the Hotel. To perfect
its interests in the collateral, Brick filed a UCC-1 financing
statement with the New York Secretary of State. As of the Petition
Date, Brick asserts the Debtor owes it at least $10 million.
The SBA has a duly perfected junior lien and security interest in
the Debtor's personal property. To perfect its interests in the
Collateral, the SBA filed a UCC-1 financing statement with the New
York Secretary of State. As of the Petition Date, the SBA asserts
the total amount the Debtor owes is $500,000.
As adequate protection to protect the Lenders from the diminution
in value of the cash collateral, the Lenders are granted (a)
replacement liens and security interests in all of the Debtor's
assets acquired post-petition including cash to the extent that
said liens were valid, perfected and enforceable as of the Petition
Date, subject to (i) the claims of Chapter 11 professionals duly
retained and to the extent awarded pursuant to sections 330 and 331
of the Bankruptcy Code, (ii) United States Trustee fees pursuant to
28 U.S.C. section 1930, and interest pursuant to 31 U.S.C. Section
3717, and (iii) the payment of any allowed claim of any
subsequently appointed chapter 7 trustee to the extent of $10,000;
and will not extend to estate causes of action and the proceeds of
any recoveries of estate causes of action under Chapter 5 of the
Bankruptcy Code.
The Replacement Liens and security interests granted in
post-petition room revenues and cash are automatically deemed
perfected upon entry of the Order without the necessity of the
Lenders taking possession, filing financing statements or other
documents, or taking any other action to validate or perfect the
liens and security interests granted by the Order.
The Court will schedule a final hearing on the matter via video
conference.
A copy of the Court's order is available at https://bit.ly/3B7N2c9
from PacerMonitor.com.
About 100 Orchard St. LLC
100 Orchard St. LLC operates a 22-room boutique hotel known as the
"Blue Moon Hotel," located in the lower east side of Manhattan, at
100 Orchard Street. The Hotel is a historical building built in
1879. Beginning in 2002, 100 Orchard redesigned the five-story
tenement and restored the building to function as a stately
eight-story hotel. It was a five-year art preservation and design
project that received an award by National Geographic, acknowledged
by the Historic Districts Council, and written up in 50 major
articles. The Hotel was instrumental in revitalizing commerce south
of Delancey Street.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10358) on March 23,
2022.
In the petition signed by Randy Settenbrino, president and managing
member, the Debtor disclosed $25,341,713 in assets and $11,166,747
in liabilities.
Judge David S. Jones oversees the case.
Scott S. Markowitz, Esq., at Tarter Krinsky and Drogin, LLP is the
Debtor's counsel.
129 W WALNUT: Case Summary & Eight Unsecured Creditors
------------------------------------------------------
Debtor: 129 N Walnut Street LLC
3611 14th Avenue
Suite 551
Brooklyn, NY 11218
Business Description: 129 N Walnut Street is engaged in activities
related to real estate.
Chapter 11 Petition Date: September 2, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 22-42104
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Isaac Nutovic, Esq.
LAW OFFICES OF ISAAC NUTOVIC
261 Madison Avenue, 26th Floor
New York, NY 10016
Tel: 917-922-7963
Email: inutovic@nutovic.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Samuel Rosenbaum as managing member.
A copy of the Debtor's list of eight unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/DC4OB6Y/129_N_Walnut_Street_LLC__nyebke-22-42104__0001.4.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/CSO6BFA/129_N_Walnut_Street_LLC__nyebke-22-42104__0001.0.pdf?mcid=tGE4TAMA
888 HOLDINGS: Fitch Assigns 'BB-' LongTerm IDR, Outlook Neg.
------------------------------------------------------------
Fitch Ratings has assigned 888 Holdings Plc (888) a final Long-Term
Issuer Default Rating (IDR) of 'BB-'. The Outlook is Negative.
Fitch has also assigned 888 Acquisitions LLC's and 888 Acquisitions
Limited's debt issues final senior secured ratings of 'BB+' with
Recovery Ratings of 'RR2'.
The 'BB-' IDR reflects the strong combined business profile of 888
and William Hill International (WHI) with a widely recognised
online and retail brand portfolio plus high potential for
synergies. This is balanced against a weak combined financial
profile.
The group has limited geographic diversification of revenue and a
fairly low share of sports-betting operations versus gaming
activities but enjoys strong brand recognition. Its financial
profile is weak for the 'BB' rating category, due to high leverage
and low free cash flow (FCF) generating capacity. The ability to
increase business scale on an EBITDA basis and adherence to a
conservative financial policy that prioritises FCF and deleveraging
will be critical for the rating trajectory.
The Negative Outlook reflects some potential for adverse changes to
the regulatory environment in the core market and a degree of
execution risk related to synergies with WHI, which could delay the
deleveraging trajectory. Fitch expects 888 to be able to deleverage
through organic business growth despite current downside risks,
supported by the group's financial policy with a medium-term net
debt-to-EBITDA target of 3x. Fitch's rating case also assumes
integration synergies at a rate slightly slower than forecast by
management, with up to a USD90 million positive effect on EBITDA in
2025. Failure to achieve synergies, or operating underperformance,
in particular due to worse-than-expected regulatory challenges,
especially in the UK, would be negative for the credit profile.
KEY RATING DRIVERS
Business Scale Boosted by WHI: Larger scale and competitive market
positions are key business factors underpinning the rating. Fitch
said, "We expect that WHI's acquisition will allow 888 to increase
its revenue almost threefold from 2021 to USD2.4 billion by 2023
and USD2.8 billion by 2025. WHI's stronger forecast EBITDAR margin
should also lift EBITDAR for the merged group. We expect 888 to
reach USD0.45 billion EBITDAR by 2025, up from USD123 million in
2021."
Strong Combined Brand Portfolio: Both WHI and 888 enjoy high brand
recognition in the UK market. Fitch said, "We view established
brands as less vulnerable to possible regulatory restrictions on
advertising in gaming. Our forecast assumes that 888 and WHI will
maintain their market positions, supported by marketing synergies
and combined technological and business expertise."
Safe Gambling Measures Impact: Similar to Flutter and Entain, 888
started introducing responsible gaming measures in 2021, ahead of
the release of the UK Gaming Act Review whitepaper. The more
recently introduced measures include ones that materially impact
revenue and profitability - bet limits in online casinos and
affordability checks for deposit limits. This will affect
profitability in 2022. "We now forecast pro forma EBITDAR margin of
15.7% compared with our previous forecast of 16.8%. However, we now
also assume a more muted impact from new regulation in 2023 and a
smoother deleveraging trend for 888," Fitch said.
High Pro-Forma Leverage: The WHI acquisition was funded primarily
by debt, resulting in high pro-forma leverage (assuming full-year
contribution from WHI in 2023) for its rating, versus 888's
debt-free position before the merger. Fitch's rating case assumes
that adjusted net debt/EBITDAR will stay above 6.5x in 2023, before
gradually decreasing to 6.0x by 2025. "We do not incorporate any
other debt-funded acquisitions in our rating case, and further
growth in debt, or even little sign of deleveraging, could
negatively affect 888's rating. Capitalised leases add between 0.1x
and 0.3x to our lease-adjusted leverage," Fitch said.
FCF Affected by Debt Service: Fitch said, "We forecast 888's
pro-forma profitability to be lower than that of close peers,
Flutter Entertainment plc and Entain plc, and to be under pressure
from high interest expenses. We expect the latter to result in
negative low-single digit FCF in 2022-2023, as well as funds from
operations fixed-charge coverage ratios below 2.0x for 2022-2024.
Higher-than-expected capex in core or prospective markets, or
sizeable dividends could lead to sustained negative FCF for 888,
adversely affecting its credit profile. However, full realisation
of identified synergies and the ability to maintain strong
profitability despite regulatory challenges would be beneficial for
888's rating over the medium term."
Potential UK Regulatory Risk: Roughly two-thirds of combined
business's revenue will be generated from the UK market, which is a
substantial increase from 888's 40% pre-merger. This exposes the
group to the upcoming UK Gambling Act Review relative to close
peers. Despite the proactive implementation of responsible gaming
measures in 2021 and 2022, Fitch expects a further 150bp
year-on-year decrease in gross margin in the UK online market in
2023 for 888.
Higher Diversification Into Betting: Fitch said, "We expect the
combined business to generate 35%-40% of revenue from sports
betting (including retail) versus an estimated 13% for 888
pre-merger. We see sports betting as a potentially higher-growth
segment, both in demand and lower regulatory risk. Our forecasts
assume that exposure to sports betting will allow 888 to grow
revenue organically in mid-single digits."
Limited US Exposure: 888 launched its sports betting business in
the US through a partnership with Sports Illustrated in June 2021.
"Although we expect this business to see CAGR of over 50% in
2022-2025, we do not expect its share to exceed 5%-6% of
consolidated revenue by 2025. Given the hefty investments going
into the US market by most market participants, which still yield
mostly negative operating profits, we expect 888's small exposure
to that market to be only marginally detrimental to consolidated
profitability," Fitch said.
ESG Under Scrutiny: 888 has an ESG Relevance Score of '4' for
customer welfare - fair messaging, privacy & data security due to
increasing regulatory scrutiny of the sector, particularly in the
UK, greater awareness around social implications of gaming
addiction and an increasing focus on responsible gaming. Although
we have reflected conservative assumptions on UK online sales and
profitability, ahead of the UK Online Gambling Review, more
punitive legislation than envisaged could put the ratings under
pressure, given 888's high leverage profile.
DERIVATION SUMMARY
888's post-acquisition business profile can be compared with
Flutter's (BBB-/Negative) and Entain's (BB/Positive), given their
similar portfolio of strong brands, but smaller scale and slightly
weaker geographical and product diversification.
However, 888's financial profile over the first two to three years
of merger is expected to be weaker, with higher leverage and lower
profitability, translating into their rating differential. All
three entities have high exposure to the UK market and are
vulnerable to regulatory risk, which is factored into their current
ratings.
Post-acquisition, 888 is slightly larger but also more leveraged
than Allwyn International a.s. (Allwyn, previously SAZKA Group
a.s.; BB-/Stable). Its organic growth potential of online gaming
and betting is offset by higher regulatory risk than Allwyn's
lottery business. Allwyn's strong FCF generation is mitigated by
high acquisitive growth (including using cash flows to increase
stakes in existing businesses) and a more complex group structure.
The resulting credit profiles are broadly comparable, resulting in
the same rating.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Six months of WHI contribution to 888's consolidated results in
2022
- Revenue to slightly decrease in 2022 on a pro-forma basis,
followed by low-to-mid single-digit growth in 2023-2025
- EBITDA margin of 14%-15% (EBITDAR around 16%) over the next
three years, with a trough in 2022 due to responsible gaming
measures taken by the company, in line with peers, in
anticipation of the publication of the Gaming Act Review.
- Fitch's methodology uses an 8x multiple on the rent expense for
the calculation of the lease debt amount as the assets are
located in developed markets. We note the average length of WHI
leases is shorter than 3.5 years, and lease contracts provide
break clauses giving additional operational flexibility for an
earlier exit or refinancing
- No dividends over the forecast period
- Neutral working-capital changes to 2025
- Capex at 4%-5% of revenue to 2025
- Synergies reaching USD90 million at EBITDA level and USD20
million for capex (i.e. reduced joint capex) by 2025
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Evidence of the EBITDAR margin being maintained above 15%
following successful integration of the acquired business
- Sustained positive low single-digit FCF margin (after
dividends)
- Evidence of adjusted net debt/EBITDAR trending towards 5.0x
- FFO fixed charge cover above 2.8x on a sustained basis
Factors that could individually or collectively, lead to the
Outlook being revised to Stable:
- Increased visibility over regulation in key markets and
successful integration of the acquired business
- Neutral to positive FCF (after dividends)
- Visibility that management is adhering to a move conservative
financial policy, as stated in its leverage goal, with adjusted
net debt/EBITDAR trending below 6.5x on a sustained basis
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDAR margin below 12% due to increased regulatory pressure
or failure to effectively integrate the acquired business
- Neutral or negative FCF (after dividends)
- Adjusted net debt/EBITDAR remaining above 6.5x on a sustained
basis
- FFO fixed charge cover maintained below 2.0x
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects satisfactory liquidity for the
combined group on the back of stable cash on balance sheet of
around USD200 million over the next three years. Fitch restricts
USD125 million of cash for working-capital swings, winnings and
jackpots, leaving readily available cash of around USD70
million-USD130 million over the rating horizon.
The group's liquidity and financial flexibility is adequate for the
rating, given additional liquidity from a fully undrawn revolving
credit facility of GBP150 million, and the absence of material debt
repayments expected over the next seven years. However, the group's
fixed charge cover ratio is rather weak for the rating as Fitch
expects operating EBITDAR to interest paid plus rents of 1.7x in
2023, before improving slightly towards 2025.
ISSUER PROFILE
Gibraltar-based gaming operator 888 is a global online gaming
operator (mainly casino and poker) in Europe and north America.
Rating Prior
------ -----
888 Acquisitions
Limited
senior secured LT BB+ New Rating RR2 BB+(EXP)
888 Holdings PLC LT IDR BB- New Rating BB-(EXP)
888 Acquisitions LLC
senior secured LT BB+ New Rating RR2 BB+(EXP)
A.B.C. OF NORTH PALM BEACH: Sept. 28 Plan & Disclosure Hearing Set
------------------------------------------------------------------
On Aug. 26, 2022, A.B.C. of North Palm Beach, Inc., filed with the
U.S. Bankruptcy Court for the Southern District of Florida a
Disclosure Statement for Plan of Liquidation.
On Aug. 29, 2022, Judge Mindy A. Mora conditionally approved the
Disclosure Statement and ordered that:
* Sept. 28, 2022 at 1:30 p.m. in the United States Bankruptcy
Court, Flagler Waterview Building, 1515 North Flagler Drive, 8th
Floor, Courtroom A, West Palm Beach, FL 33401 is the hearing on
final approval ofthe disclosure statement and confirmation ofthe
plan.
* Sept. 21, 2022 is fixed as the last day for filing written
acceptances or rejections of the plan.
* Sept. 21, 2022 is fixed as the last day for filing
objections to confirmation and final approval of the Disclosure
Statement.
A copy of the order dated August 29, 2022, is available at
https://bit.ly/3Rx8ixt from PacerMonitor.com at no charge.
Counsel for Debtor:
Mark S. Roher, Esq.
The Law Office of Mark S. Roher, P.A.
1806 N. Flamingo Road, Suite 300
Pembroke Pines, FL 33028
Telephone: (954) 353-2200
Email: mroher@markroherlaw.com
About A.B.C. of North Palm Beach
A.B.C. of North Palm Beach, Inc., owns the real property located at
763 and 775 Northlake Blvd., North Palm Beach, FL 33408.
To stop foreclosure, A.B.C. of North Palm Beach filed for Chapter
11 protection (Bankr. S.D. Fla. Case No. 22-12797) on April 10,
2022. In the petition filed by My Tran, president, A.B.C. listed
up to $10 million in assets and up to $50,000 in liabilities.
Judge Mindy A. Mora oversees the case.
Mark S. Roher, Esq., at the Law Office of Mark S. Roher, P.A. is
the Debtor's legal counsel.
A.B.C. OF NORTH PALM BEACH: Unsecureds Unimpaired in Plan
---------------------------------------------------------
A.B.C. of North Palm Beach, Inc., submitted a First Amended
Disclosure Statement.
The Debtor's real property located at North Palm Beach, Florida,
will be sold and secured and unsecured creditors will receive a
distribution of 100% of their allowed claim(s).
Under the Plan, holders of Class 7 General Unsecured Claims will be
paid in full at the closing of the sale of the Real Property, which
the Debtor expects to take place prior to Oct. 16, 2022. The total
filed general unsecured claims is $2,700 and the total scheduled
undisputed unsecured claims is $265.02. Class 7 is unimpaired.
The means necessary for the execution of this Plan include the
proceeds from the sale of the Real Property. The Debtor has signed
a Purchase and Sale Agreement with William B. Reichel or his
designated affiliate ("Reichel" or the "Stalking Horse Bidder") for
the purchase price of $2,100,000 subject to higher and better
offers. On Aug. 24, 2022, the Bankruptcy Court approved the
Auction and Bid Procedures and the related relief and has set the
deadline of 5:00 p.m. on Sept. 19, 2022 as the other bidder's
qualification deadline, with a live auction to take place (assuming
there are other qualified bidders) on Sept. 21, 2002 at 11:00 a.m.
at Lorium PLLC, 197 S. Federal Hwy #200, Boca Raton, FL 33432, with
a final hearing in the Bankruptcy Court to approve the sale on
Sept. 28, 2022 at 1:30 p.m.
Objections to the confirmation of the Plan must be filed and served
by Sept. 23, 2022. The ballot must be received by Sept. 14, 2022
or it will not be counted.
Counsel for the Debtor:
Mark S. Roher, Esq.
LAW OFFICE OF MARK S. ROHER, P.A.
1806 N. Flamingo Road, Suite 300
Pembroke Pines, FL 33028
Telephone: (954) 353-2200
Email: mroher@markroherlaw.com
A copy of the First Amended Disclosure Statement dated August 26,
2022, is available at https://bit.ly/3ToZtr8 from
PacerMonitor.com.
About A.B.C. of North Palm Beach
A.B.C. of North Palm Beach, Inc., owns the real property located at
763 and 775 Northlake Blvd., North Palm Beach, FL 33408.
To stop foreclosure, A.B.C. of North Palm Beach filed for Chapter
11 protection (Bankr. S.D. Fla. Case No. 22-12797) on April 10,
2022. In the petition filed by My Tran, president, A.B.C. listed up
to $10 million in assets and up to $50,000 in liabilities.
Judge Mindy A. Mora oversees the case.
Mark S. Roher, Esq., at the Law Office of Mark S. Roher, P.A. is
the Debtor's legal counsel.
AERKOMM INC: Tristan Kuo Quits as Chief Financial Officer
---------------------------------------------------------
Tristan Y. Kuo retired from his position as chief financial officer
of Aerkomm Inc., effective as of Aug. 29, 2022.
Mr. Kuo's resignation was not the result of any disagreement with
the Company on any matter relating to its operation, policies
(including accounting or financial policies) or practices,
according to a Form 8-K filed with the Securities and Exchange
Commission.
On Aug. 29, 2022, the Company entered into an independent
contractor agreement with Mr. Kuo pursuant to which he will assist
and advise the Company during a short period of time until it
transitions to a new chief financial officer. Mr. Kuo will be
assisting the Company with the following matters: SEC reporting,
financial, accounting and SOX issues, and public offering and
financing issues, until Feb. 28, 2023 (unless the agreement is
terminated earlier pursuant to its terms). The Company will pay
Mr. Kuo a fee of $15,000 per month with a one-time $15,000 signing
bonus and will reimburse Mr. Kuo for certain out-of-pocket
expenses.
About Aerkomm
Headquartered in Nevada, USA, Aerkomm Inc. --
http://www.aerkomm.com-- is a full-service development stage
provider of in-flight entertainment and connectivity (IFEC)
solutions, intended to provide airline passengers with a broadband
in-flight experience that encompasses a wide range of service
options. Those options include Wi-Fi, cellular, movies, gaming,
live TV, and music. The Company plans to offer these core
services, which it is currently still developing, through both
built-in in-flight entertainment systems, such as a seat-back
display, as well as on passengers' own personal devices.
Aerkomm reported a net loss of $9.38 million for the year ended
Dec. 31, 2021, compared to a net loss of $9.11 million for the year
ended Dec. 31, 2020. As of June 30, 2022, the Company had $56.58
million in total assets, $25.44 million in total liabilities, and
$31.14 million in total stockholders' equity.
San Mateo, Calif.-based WWC, P.C., the Company's auditor since
2022, issued a "going concern" qualification in its report dated
July 1, 2022, citing that the Company had incurred substantial
losses during the year ended Dec. 31, 2021. As of Dec. 31, 2021,
the Company had a working capital deficit and net cash outflows
from operating activities. Accordingly, as of Dec. 31, 2021, these
factors gave rise to substantial doubt that the Company would
continue as a going concern.
AG FOODS LLC: Grocery Store Files Subchapter V Case
---------------------------------------------------
AG Foods LLC filed for chapter 11 protection in the District of
Arizona. The Debtor filed as a small business debtor seeking
relief under Subchapter V of Chapter 11 of the Bankruptcy Code.
According to court filings, AG Foods LLC estimates between 1 and 49
creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Oct. 4, 2022, at 2:45 PM as a Telephonic Hearing.
Proofs of claims are due by Nov. 7, 2022.
About AG Foods LLC
AG Foods LLC -- https://www.localprescott.com/ -- is a grocery
store in Prescott, Arizona, that showcases selection of fresh
produce and meat.
AG Foods LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
22-05750) on August 29, 2022. In the petition filed by George A.
Singh, as manager, the Debtor reported assets between $100,000 and
$500,000 and estimated liabilities between $1 million and $10
million.
Joseph E. Cotterman has been appointed as Subchapter V trustee.
Thomas H. Allen of ALLEN BARNES & JONES, PLC, is the Debtor's
counsel.
ALLENA PHARMACEUTICALS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Allena Pharmaceuticals, Inc.
142-F North Road
Suite 150
Sudbury, MA 01776
Business Description: Allena is a pre-commercial clinical
biopharmaceutical company dedicated to
discovering, developing and commercializing
first-in-class, oral biological therapeutics
to treat patients with rare and severe
metabolic and kidney disorders such as gout
and kidney stones.
Chapter 11 Petition Date: September 2, 2022
Court: United States Bankruptcy Court
District of Delaware
Case No.: 22-10842
Judge: Hon. Karen B. Owens
Debtor's Counsel: Matthew B. McGuire, Esq.
LANDIS RATH & COBB LLP
919 Market Street
Suite 1800
Wilmington, DE 19801
Tel: (302) 467-4400
Email: mcguire@lrclaw.com
Debtor's
Special
Corporate
Counsel: WILMER CUTLER PICKERING HALE AND DORR LLP
Debtor's
Investment
Banker: SSG ADVISORS, LLC
Debtor's
Notice &
Claims
Agent: STRETTO, INC.
Total Assets as of August 31, 2022: $14,368,000
Total Debts as of August 31, 2022: $3,455,000
The petition was signed by Matthew Foster as chief restructuring
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/DUAXIWY/Allena_Pharmaceuticals_Inc__debke-22-10842__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Medpace Trade Debt $1,819,255
PO Box 844841
Boston, MdA 2284
Kenadie Nance
Tel: (513) 579-9911
Email: k.nance@medpace.com
accountsreceivable@medpace.com
2. Subject Well, Inc. Trade Debt $139,500
8300 N. Mopac Expy
Suite 300
Austin, TX 78759
Bran Hall
Tel: (512) 364-0632
Email: bran.hall@subjectwell.com
3. University of California, San Trade Debt $97,208
Francisco
UCSF Main Depository
PO Box 748872
Los Angeles, CA 90074-4872
Cecila Shao
Tel: (415) 514-3395
Email: cecila.shao@ucsf.edu
cgawardteam@ucsf.edu
4. Donnelly Financial Solutions Trade Debt $91,218
Donnelley Financial, LLC
PO Box 842282
Boston, MA 02284-2282
Gerard Phelan
Tel: (508) 958-8021
Email: gerard.p.phelan@dfinsolutions.com
cashapplications@dfinsolutions.com
5. Alpha Recherche Clinique Trade Debt $84,671
725 Boulevard Lebourgneuf
Suite 206
Quebec, QC G2J 0C4, Canada
Heidi Schafer
Tel: (418) 847-1112
(418) 704-1112
Email: hschafer@alpha-recherche.ca
6. New York University School of Trade Debt $55,017
Medicine
P.O. Box 415026
Boston, MA 02241-5026
Frank Modersitzki
Tel: (212) 686-7500 x 6379
Fax: (646) 754-7430
Email: frank.modersitzki@nyulangone.com
7. Clinical Research Solutions Trade Debt $42,985
26 Stonecreek Circle
Suite C
Jackson, TN 38305
Jennifer Fesmire
Tel: (731) 431-5027
Email: jfesmire@crssites.com
remittance@crssites.com
8. Almac Clinical Services Trade Debt $37,127
25 Fretz Road
Souderton PA 18964
Heather Chambers-Smith
Tel: (984) 243-6870; (215) 660-8500
Email: heather.chambers-
smith@almacgroup.com
9. Broadridge Broadridge ICS Trade Debt $35,897
PO Box 416423
Boston MA 02241-6423
Krista Lambert
Tel: (631) 254-7422
Email: krista.lambert@broadridge.com
10. Data Evolution Trade Debt $35,658
889 Elm Street
Suite 501
Manchester NH 0310
Krista Monfet
Tel: (603) 722-4429
Fax: (978) 275-3875
Email: kmonfet@dataev.com
11. Vanderbilt University Trade Debt $28,367
Medical Center
1161 21st Avenue South
D-3300 Medical Center North
Nashville TN 37232-5445
Mohammed Sika
Tel: (615) 936-2630
Email: mohammed.sika@vumc.org
12. Mayo Clinic - Dr. Keddis Trade Debt $27,441
200 First Street S.W.
Rochester MN 55903
Cathy Nelson
Tel: (507) 293-0001
Email: nelson.cathy@mayo.edu
13. Silverado Research Inc Trade Debt $26,478
1503 Hillside Avenue
Victoria, BC V8T 2C1, Canada
Mackenzie Moody
Tel: (250) 592-9998
Email: mackenzie@silveradoresearch.org
14. BioVectra Inc. Trade Debt $26,182
11 Aviation Avenue
Charlottetown, PE C1E 0A1, Canada
Cassandra Paynter
Tel: (902) 566-9116 x6441
(866) 883-2872
Email: accounting@biovectra.com
amccormick@biovectra.com
15. Regents of the University of Trade Debt $23,609
Michigan
Box 223131
Pittsburgh PA 15251-2131
Robert Johnson
Tel: (734) 764-8922
Email: robjoh@umich.edu
16. University of Alabama at Trade Debt $23,150
Birmingham
1530 3rd Avenue South
Birmingham AL 35294
Melanie Gregg & Sarah Houston
Tel: (205) 234-3852; (205) 234-9993
(205) 645-9656
Email: malaniegregg@uabmc.edu
scarlson@uabmc.edu
17. Duke University Trade Debt $22,871
Duke University AR Lockbox
PO Box 602651
Charlotte NC 28260-2651
Amy Kirkland & Dawn Dempsey
Tel: (919) 613-5792
Email: amy.kirkland@duke.edu
dawn.dempsey@duke.edu
18. University of Rochester Trade Debt $22,435
910 Genesee Street
Suite 200
Rochester NY 14611-384
Renee Strobel and Kim Jones
Tel: (585) 758-7611
Email: kimberly.jones@rochester.edu
rstrobel@finance.rochester.edu
19. FUNDEP Trade Debt $22,336
Fundacao de Desenvolvimento da
Pesquisa
Avenida Antonio Carlos 6627
Belo Horizonte, MG 31270-901
Brazil
Thiago Fernandes
Tel: (31) 3409-6562
Email: financeiropesquisaclinica@gmail.com
20. APHP Hopital Beujon Trade Debt $19,031
100 Bd Du General Leclerc
Clichy Cedex, 92118, France
Wafa Sallem
Tel: 01.80.97.30.00
Email: wafa.sallem@aphp.fr
APACHE CORP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based exploration
and production (E&P) company Apache Corp. to positive from stable
and affirmed its 'BB+' issuer credit rating and its 'BB+'
issue-level rating on its unsecured debt.
The positive outlook reflects the company's reduced debt levels and
improving financial measures.
The positive outlook reflects Apache's improved financial results
supported by its strong free cash flow generation and debt
reduction, as well as higher commodity prices. S&P said, "We expect
the company will maintain modest financial policies that balance
debt repayment with shareholder returns. Apache has significantly
reduced its debt ($2.9 billion in total through June 30, 2022)
since year-end 2020. Additionally, the company plans to call $123
million of notes maturing in January 2023 in the fourth quarter,
which will leave it with a very manageable schedule of debt
maturities over the medium term. Although APA reduced the
outstanding borrowings under its credit facility by approximately
$605 million during the second quarter, it has since drawn on the
facility to finance its $550 million acquisition of properties in
the Delaware Basin. We expect the company will reduce the
outstanding borrowings under its credit facility using its free
cash flow in the back-half of the year."
S&P said, "Our expectation for significant free cash flow over at
least the next 12 months supports our view that Apache will
maintain ample liquidity and strong financial measures. Due to the
company's debt reduction efforts and our higher commodity price
assumptions, we forecast its FFO to debt will exceed 60% while its
debt to EBITDA remains in the 0.5x-1.5x range for at least the next
two years. We expect Apache will generate significant cash flow to
help fund its additional debt reduction and shareholder returns.
Furthermore, the company has an opportunity to increase its free
cash flow through its liquified natural gas (LNG) contract with
Cheniere Energy Inc., which it could use to fund further debt
reduction and shareholder returns. Apache's capital allocation plan
targets applying 60% of its free cash flow toward shareholder
returns and 40% toward the balance sheet (debt reduction) and other
items. We do not expect the company will increase its absolute debt
levels to support additional shareholder returns."
Apache's geographic and commodity diversity support our rating. The
company's operations in the North Sea and Egypt, which are exposed
to Brent crude oil prices, are strong cash generators even at lower
commodity prices. Additionally, Apache plans to activate 15 rigs in
Egypt, which will likely support continued production and reserve
growth. The company's large acreage position in the Permian basin,
including its recent acquisition, further supports its geographic
diversity and provides it with good cash flow, especially as
natural gas prices continue to improve. S&P said, "We expect
Apache's production to be about 45%-50% oil, 15%-20% natural gas
liquids (NGLs), and 35%-40% natural gas in 2022. APA also holds a
claim in the emerging Suriname development where it continues to
report successful exploration and appraisal wells, which will
likely provide it with long-term growth. We note that the Suriname
assets are held in a separate APA Corp. subsidiary."
S&P said, "The positive outlook on Apache reflects our expectation
that its financial measures will sustainably improve following its
debt reduction efforts, supported by our expectation for supportive
commodity prices, with FFO to debt of more than 60% and debt to
EBITDA in the 0.5x-1.50x range over the next two years.
"We could revise our outlook on Apache to stable if, contrary to
our expectations, it adopts a more aggressive financial policy such
that we expect its FFO to debt will fall below 60%. This would
likely occur if it increases its shareholder returns concurrent
with a sustained weakening in crude oil and natural gas prices,
leading to higher debt levels.
"We could raise our rating on Apache if its credit metrics continue
to improve relative to our base-case scenario such that additional
debt reduction helps it sustain FFO to debt comfortably above 60%
and debt to EBITDA of below 1.5x under our long-term oil and
natural gas price assumptions. This would most likely occur if
crude oil and natural gas prices remain strong, supporting the
company's free cash flow and leading to further debt reduction.
Management would also need to maintain financial policies in-line
with investment-grade peers."
ESG credit indicators: E-4, S-2, G-2
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Apache Corp. because the E&P industry
is contending with the accelerating energy transition and adoption
of renewable energy sources. We believe falling demand for fossil
fuels will lead to declining profitability and returns for the
industry as it fights to retain and regain investors that seek
higher return investments. To help address these concerns, Apache
eliminated its routine U.S. onshore flaring in October 2021.
Additionally, in 2021 the company used non-fresh or recycled
produced water for 97% of the water usage in its U.S. hydraulic
fracturing operations."
BAYOU POINTE: Unsecured Claims Under $2.5K to be Paid in Full
-------------------------------------------------------------
Bayou Pointe Villas, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Florida an Amended Subchapter V Plan
dated August 29, 2022.
The Debtor is a 501(c) non-profit organization established for the
purposes of maintaining the condominiums knows as Bayou Point
Villas for the benefit of all owners.
Prior to the filing of this case Bayou Pointe Villas was involved
in litigation stemming from a series of disputes with service
providers linked to remediation and reconstruction following
Hurricane Michael. The Debtor asserts that the cost of this
litigation coupled with the mounting bills and expenses associated
with the work required to be finished on the property and the
expenses of the ordinary course of operation caused a
reorganizational bankruptcy to be a necessity.
The Debtor proposes with the consent of Primary Creditors that
Warren Averett CPAs and Advisors (the "Assessor") be appointed by
the court pursuant to this Plan, the Confirmation Order, and
consistent with the terms set forth herein to perform an analysis
of the Debtor in order to determine the maximum feasible assessment
to be imposed by the Debtor for the term of the plan. As more
particularly described in the consent Application to Appoint filed
concurrent with this plan, the assessor shall perform an unbiased,
neutral assessment of the Debtor in order to determine the MFA to
be imposed by the Debtor upon its unit owners for the life of the
plan. Further, the parties specifically agree that the "Maximum
Feasible Assessment" ["MFA"] shall be defined as follows:
* Maximum Feasible Assessment. The scope of the Assessor is to
determine the MFA, on an unbiased and neutral basis, to be imposed
by the Debtor for the 5-year term of the Plan. The MFA shall be
considered a financial special assessment against the Condominium's
unit owners. The MFA shall be based on the Assessor's analysis and
shall represent the highest dollar value that can reasonably be
paid proportionally by all unit owners according to their ownership
and assessment interest as described in the condominium's governing
documents.
The term of this Plan begins on the date of the first collection of
the special assessment contemplated under this Plan is due and ends
on the 60th month subsequent to that date. Notwithstanding the
foregoing, any Plan payments that are due within the term of this
Plan but collected after the term has concluded shall still be
applied and paid to creditors pursuant to the terms of this Plan.
The value of the property to be distributed under the Plan during
the term of the Plan is not less than the Debtor's projected
disposable income for that same period. Except as otherwise
provided for in this plan, unsecured creditors holding allowed
claims will receive distributions on a pro rata basis based upon
the value of their claims as filed. The Plan also provides for the
payment of secured, administrative, and priority claims in
accordance with the Bankruptcy Code.
Class 2 consists of General Unsecured Creditors holding claims less
than $2,500. All unsecured creditor's having validly filed proofs
of claim worth less than $2500.00 shall have claims paid in full
within 30 days of the date of confirmation in this case.
Class 3 consists of the Unsecured Claims of LHR [POC 3] and RCI
[POC 4] . Debtor has disputes with Lincoln Hancock Restoration
("LHR") and Restoration Contractors Inc. ("RCI") (The Debtor, RCI,
and LHR Collectively referred to as the "Parties") relating to work
performed by and/or contracts entered into with the creditors.
* The Parties consent to the court appointment of Warren
Averett, LLC ("WA") to serve as a special assessor in this case. As
more particularly described in the consent application to appoint
filed concurrent with this plan and incorporated herein by
reference, WA shall perform an unbiased, neutral assessment of the
Debtor in order to determine the MFA to be imposed by the Debtor
upon its unit owners for the life of the plan.
* Following the conclusion of the MFA analysis, the Debtor
shall levy said assessment across all unit owners within Thirty
Days of the report of the assessor.
* Pursuant to the agreement of Creditors in this Class, the
Creditors are entitled to separate distributions. To wit, of all
funds received from the special assessment under the plan, RCI
shall be entitled to 79% of the proceeds and LHR shall be entitled
to 21% of the proceeds.
* The MFA is being levied as a special assessment for purposes
of paying the debts of the Debtor as outlined in the Plan and
corresponding documents. The MFA is in addition to and in no way
replaces the Debtor's standard assessments for maintenance, repair,
upkeep, or operation. The Debtor shall continue to levy its regular
assessments and the MFA shall be in addition thereto. However, the
Parties recognize that from time to time unforeseen circumstances
that cause a financial need above and beyond that which can be
budgeted and accounted for via regular assessments and reserves.
During the term of this Plan, the Debtor shall remit payment to
creditors in accordance with the Payment plan. Said plan shall be
funded by the Debtor's submission of funds from prepetition
accounts in addition to funds received via quarterly special
assessments to be levied on the homeowners.
Debtor's Disposable Income is created by the generation of revenue
raised via assessments – both regular and special. Thus, in this
case, the Debtor is proposing to increase its disposable income by
issuing the MFA. The MFA will increase the Debtor's net Disposable
income for purposes of effectively funding the plan.
Thus, under the presently proposed plan, the Debtor is providing a
vehicle and means that is congruent to if not more robust than that
of what the hypothetical Ch. 7 Trustee would do. That is, the
Debtor is utilizing the expert financial analysis of Warren Averett
to establish a Maximum Feasible Assessment to be imposed. This
assessment will take into consideration a myriad of factors linked
to viability of the Debtor and its owners in order to establish an
amount that is equitable and reasonable for the association to
impose in order to render payment to creditors. The lengths that
Warren Averett as assessor will go through to ensure an accurate
and reliable process exceeds that which would likely be expended by
a Ch. 7 Trustee. In so doing, the Debtor is maximizing its revenue
potential which then benefits all interested parties.
A full-text copy of the Subchapter V Plan dated August 29, 2022, is
available at https://bit.ly/3KEoc7b from PacerMonitor.com at no
charge.
Debtor's Counsel:
Michael A. Wynn, Esq.
Burg Wynn P.A.
FL Bar #112300
215 Harrison Ave
Panama City, FL 32401
Telephone: (850) 526-3520
E-Mail: Michael@burgwynn.com
Secondary E-Mail: Katrina@burgwynn.com
About Bayou Pointe Villas Inc.
Bayou Pointe Villas, Inc., a tax-exempt 501(c) non-profit entity in
Panama City, Fla., filed its voluntary petition for Chapter 11
protection (Bankr. N.D. Fla. Case No. 21-50111) on Nov. 12, 2021,
listing $408,751 in assets and $2,216,188 in liabilities. Jeff
Tripp, president of Bayou Pointe Villas, signed the petition.
Michael A. Wynn, Esq., at Charles M. Wynn Law Offices, P.A. and
Tucker & Green, CPA serve as the Debtor's legal counsel and
accountant, respectively.
BCP RENAISSANCE: Fitch Withdraws 'B+' Rating on Sr. Secured Debt
----------------------------------------------------------------
Fitch Ratings has affirmed the senior secured debt issued by BCP
Renaissance Parent, LLC (BCP) at 'B+'/'RR3'. Concurrently, Fitch
has withdrawn BCP's ratings for commercial reasons.
RATING RATIONALE
BCP's ratings reflect continuing exposure to weak or unrated
counterparties for most revenue at the Rover Pipeline (Rover)
entity, Rover's favorable competitive position, and refinance risk
at BCP in 2024 when the project's original term loan B (TLB)
matures. Counterparty risk is partly mitigated by Rover's favorable
position of offering firm transportation to export natural gas
volumes produced in the Marcellus and Utica regions into higher
priced hubs, though there is competition for this service.
BCP obtained a new TLB in February 2022 and used the proceeds to
repay in full the $65 million TLB (original amount) and to prepay a
large amount of the $1.125 billion TLB (original amount). Under
rating case assumptions, the project life coverage ratio (PLCR) at
the maturity date of BCP's remaining original TLB in late 2024 is
about 1.1x. The recovery rating reflects a default scenario in
which BCP is assumed unable to refinance the remaining balance of
its original TLB at maturity, and in which the recovery valuation
is based on a significant loss of future revenues from shippers
with weak creditworthiness or those that are unrated.
Fitch has withdrawn the debt and recovery ratings on BCP's $1.25
billion TLB due 2024 for commercial reasons.
KEY RATING DRIVERS
Fixed-Price Contracts - Revenue Risk: Midrange
Revenue risk primarily reflects the fixed-price structure of the
take-or-pay shipping contracts at Rover that are intended to
provide revenue stability through 2032. However, most revenues are
earned from shippers with weak creditworthiness or are unrated by
Fitch. In the event a shipper fails to pay commitments, Rover will
have to remarket capacity at prevailing market rates, which could
be well below contract rates and volatile. The potential for a
longer-term reduction in demand or entry of competing pipeline
development could put downward pressure on the pricing of any
remarketed capacity.
Abundant Natural Gas - Supply Risk: Midrange
Fitch believes Rover should be able to remarket capacity based on
the fundamental economics of the Marcellus and Utica shale
production regions, particularly in the near to medium term when
Rover represents one of the only available transportation options
for the contracted shippers. Rover provides shippers with access to
multiple regions of steady industrial demand and gas storage
locations such that shipper netbacks would improve considerably
versus local markets, which are oversupplied due to a lack of
takeaway capacity. The competitive position of Rover should support
full utilization of the pipeline system going forward, through
pricing could be lower than originally contracted following any
potential shipper bankruptcy or due to increased competition.
Established Operating Profile - Operation Risk: Midrange
Operation risk is generally low based the asset's low complexity,
the use of conventional technology, and the operator's extensive
experience. Tempering the otherwise low-risk operating profile is
the lack of risk transfer from the Rover operating company to third
parties.
High Leverage and Refinance Risk - Debt Structure: Weaker
BCP's debt structure includes high leverage, some variable interest
rate risk, and significant refinancing risk under Fitch's case. The
transaction is structured to reduce refinance risk by reducing debt
through a cash flow sweep mechanism for the TLBs. Financial metrics
are generally robust through maturity of the original TLB in late
2024. The project life coverage ratio (PLCR) at the maturity of the
original TLB in late 2024 is 1.1x under rating case assumptions.
The risk of structural subordination of BCP's indebtedness to Rover
is low due to the lack of distribution covenants at Rover in
conjunction with restrictions on additional indebtedness and
capital expenditure activity at the Rover level.
Financial Profile
Annual debt service coverage ratios (DSCR) average 1.7x under
rating case conditions through Oct 2024 when the original TLB
matures. At that maturity date, Fitch estimates a PLCR of 1.1x for
all TLB debt based on forecasts of cash flow available for debt
service through 2037, the extent of the model for the transaction.
The recover analysis applies significant stresses to revenue to
reflect Rover's material reliance on payments from weak producers.
Rover's useful asset life extends well beyond 2037, suggesting that
the PLCR may be underestimated.
PEER GROUP
Fitch has assigned ratings to comparable pipeline systems, such as
Rockies Express Pipeline, LLC (Rockies; BB+/Stable). Rockies
provides bidirectional gas transportation from Wyoming to eastern
Ohio with about 2.6 billion cubic feet per day (bcf/d) in
west-bound export capacity from the Appalachian region. Rockies has
a much larger shipper portfolio than Rover reflecting its much
larger geographical market reach, with an overall credit profile
superior to Rover's. Rockies' leverage is forecast by Fitch to be
around 4.9 by the 2025 period, well below that of BCP in the Fitch
rating case for the same period.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
Negative rating sensitivities do not apply as the rating has been
withdrawn.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
Positive rating sensitivities do not apply as the rating has been
withdrawn.
TRANSACTION SUMMARY
BCP is a special purpose company created to finance and acquire a
minority equity interest in the Rover pipeline project, which
consists of a greenfield 713-mile interstate pipeline designed to
transport 3.425 bcf/d of natural gas. The pipeline is primarily
situated in northern Ohio, extending from the Vector Pipeline
interconnection in southeastern Michigan to Ohio's eastern border,
with laterals reaching into West Virginia and Pennsylvania. The
project has contracted about 83% of the pipeline's capacity with
nine natural gas producers/shippers under long-term take-or-pay
agreements with 15-20-year terms. An affiliate of ETP Legacy, LP is
operating the project.
CREDIT UPDATE
Over the past year, the overall credit quality of Rover's shipper
counterparties improved, and throughout volumes remain essentially
at pipeline capacity. Gulfport Energy Inc. (Gulfport,) which has a
shipping contract with Rover for about 5% of pipeline capacity,
continues its legal efforts to reject its contract with Rover as
part of its earlier bankruptcy process. The Gulfport contract ends
in 2033. In July 2022, the U.S. Court of Appeals for the Fifth
Circuit ruled that such a contract rejection does not require
FERC's consent. Gulfport has not been paying a shipping fee to
Rover since its bankruptcy, and Rover has been marketing related
capacity at short-term spot rates.
Rover appears well positioned to sell Gulfport's capacity given the
continued growth in Marcellus and Utica natural gas production and
the value of export pipelines from the region to other gas markets
with higher prices and limited competition. The U.S. EIA reports
that production from the region increased another 4% for the year
ended May 2022. Rover's significant exposure to low shipper
creditworthiness is partly mitigated by nearly all shippers having
most if not all core operations in the Marcellus and Utica regions.
The only significant competing pipeline on the horizon is the
Mountain Valley Pipeline, which, while beset with regulatory and
legal hurdles, now envisions the pipeline to be operational in
2023.
Rover remains exposed to litigation involving construction related
activities, including alleged violations by Rover related to
spilling drilling fluids and other pollutants into waterways in
Ohio. FERC is also investigating Rover's demolition of a house, the
Stoneman House, a potential historic structure, allegedly without
approval and notification to FERC.
In 2021, Rover's distributions to BCP exceeded Fitch's rating case
expectations by 20%. The overperformance is due to Fitch's
assumptions that revenue from weak or unrated counterparties may be
partially compromised, which has as not yet been the case except
for revenues from Gulfport. The DSCR for 2021 was about 2.3x. BCP
had similar financial performance in the first quarter of 2022.
BCP completed a refinancing in early 2022. It raised $960 million
in a new senior secured TLB due 2026. BCP used the proceeds to
repay in full its $65 million TLB due 2024 and most of its $1.25
billion TLB due 2024.
FINANCIAL ANALYSIS
In its base case, Fitch assumes current levels of contract,
short-term, and spot volumes through TLB maturity in Oct 2024,
reflecting actual performance along with expectations of favorable
market conditions over the near term. Over this period, DSCRs
average 1.9x. After October 2024, Fitch applies a 10% reduction
through 2037 to volumes associated with short-term and spot sales
and to all volumes associated with shippers that are rated below
'BB-' or unrated by Fitch. The post-maturity reduction to volume
sales recognizes the potential for one or more shipper bankruptcies
and inability to remarket lost volumes fully due to competitiveness
issues. At TLB refinance in October 2024, the PLCR based on revenue
through late 2037 is about 1.3x at an 8% discount rate.
Fitch's rating case further stresses the base case assumptions by
increasing O&M costs by 10% and adding another 5% haircut through
2037 to volumes associated with short-term and spot sales and to
all volumes associated with shippers that are rated below 'BB-' or
unrated by Fitch. DSCRs average 1.7x through 2024. At TLB's
refinance in October 2024, the PLCR based on revenue through late
2037 is about 1.1x at an 8% discount rate.
Recovery
Given the completion and strong market performance of Rover and
continued strong growth in production on natural gas from the
Marcellus, the recovery scenario is primarily that Rover
experiences a permanent 30% reduction in volumes from shippers
rated below the 'BB' category or are unrated and from spot sales.
In this scenario, default is assumed to occur at maturity in 2024
when the debt service reserve is exhausted. EBITDA (or rather,
distributed cash from Rover to BCP) is about $85 million, giving an
enterprise value (EV) of $680 million based on an 8x EBITDA
multiple. Total net value for lenders is the EV less 10% for
administrative claims, or $611 million. This EV provides a 67%
return on the $912 million in term loan debt outstanding at
maturity in this scenario.
ESG CONSIDERATIONS
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity, either due to their nature or
to the way in which they are being managed by the entity.
PRIOR
BCP Renaissance Parent L.L.C.
BCP Renaissance Parent
L.L.C./Term Loans/1 LT LT B+ Affirmed RR3
BCP Renaissance Parent
L.L.C./Term Loans/1 LT LT WD Withdrawn B+
BED BATH: S&P Lowers Senior Unsecured Debt Rating to 'CCC-'
-----------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Bed Bath &
Beyond Inc.'s (BBBY's) senior unsecured notes to 'CCC-' from 'CCC'
following the company's issuance of a new first-in, last-out (FILO)
loan and upsizing of its asset-based lending (ABL) facility to
$1.13 billion from $1.0 billion. The downgrade reflects lower
recovery prospects for BBBY's senior unsecured lenders given the
greater amount of priority debt in the company's capital structure.
Accordingly, S&P revised its recovery rating on the unsecured notes
to '5' from '3'. The '5' recovery rating indicates its expectation
for modest (10%-30%; rounded estimate: 15%) recovery for unsecured
noteholders in the event of a default.
S&P said, "We expect the company will use the proceeds from the
FILO facility to pay down some of the ABL borrowings that it
accumulated over the first half of this year. The company reported
$550 million of borrowings under its ABL at the end of the second
quarter ended Aug. 27, 2022. The incremental liquidity should
provide some cushion as the company continues its rapid turnaround
initiative and prepares inventory for the important holiday season.
"Our 'CCC' issuer credit rating and negative outlook on BBBY are
unchanged. Despite its incremental liquidity position, we believe
BBBY's turn-around prospects remain very weak based on its ongoing
cash burn, unfavorable macroeconomic conditions, and our view that
its vendor relationships could be strained."
ISSUE RATINGS-RECOVERY ANALYSIS
Key analytical factors
-- S&P lowered its issue-level rating on BBBY's senior unsecured
debt to 'CCC-'. The recovery rating of 5 indicates its expectation
for modest recovery (10%-30%; rounded estimate: 15%) in the event
of a payment default or bankruptcy.
-- S&P simulates a default in 2023 resulting from a failure to
successfully turn around its performance, leading to ongoing cash
burn and a liquidity shortage.
-- The scenario assumes BBBY would reorganize as a going concern
to maximize lenders' recovery prospects. S&P values the company on
a going-concern basis using a 5x multiple applied to its projected
emergence-level EBITDA to arrive at its gross emergence valuation
of about $1.4 billion.
-- S&P's recovery analysis assumes about $720 million of
borrowings will be outstanding under the ABL facility at default,
which reflects a 75% utilization of the $1.13 billion commitment,
less outstanding letters of credit.
Simulated default assumptions
-- Simulated year of default: 2023
-- EBITDA at emergence: $290 million
-- Implied enterprise value (EV) multiple: 5x
-- Estimated gross EV at emergence: about $1.4 billion
Simplified waterfall
-- Net EV after 5% administrative costs: $1.4 billion
-- Priority and secured debt claims: $1.1 million*
-- Unsecured debt claims: $1.31 billion*
--Recovery expectations: 10%-30%; rounded estimate: 15%
*All debt amounts include six months of prepetition interest.
Unsecured claims include estimated claims for rejected operating
leases.
BITNILE HOLDINGS: Unit Invests in Lab-Grown Diamond Manufacturer
----------------------------------------------------------------
BitNile Holdings, Inc.'s subsidiary, Digital Power Lending, LLC,
has lent $4.1 million to Adamas One Corp. in the form of a senior
secured convertible note. DP Lending also received warrants to
purchase shares of common stock, which are exercisable if DP
Lending elects to convert the note. The Company sees this as a
strategic investment to support Adamas as they seek a public
listing by the end of 2022.
Adamas, using proprietary technology, which includes a portfolio of
patents, is an emerging manufacturer of lab-grown diamonds meant
for consumer and industrial uses. The lab-grown diamond industry
has grown rapidly in recent years as it serves as a viable and
eco-friendly alternative to the traditional mined diamond industry.
The Adamas manufactured lab-grown diamonds have the same chemical,
physical and optical properties as mined diamonds without the
negatives associated with traditionally mined diamonds. Adamas
expects to capitalize on the growing lab-grown diamond industry
through consumer sales and industrial applications of their
products. The Company believes that Adamas' management has the
expertise, experience, and support to capitalize on their
proprietary development techniques.
The Company's founder and executive chairman, Milton "Todd" Ault,
III stated, "I am very excited to be partnering with Adamas as they
explore a public offering. I believe the market for lab-grown
diamonds could grow exponentially in the coming years and Adamas is
well positioned to take advantage of that growth. I look forward
to supporting the company, its management and employees, and its
overall operations as it grows into a leading supplier of ethically
sourced diamonds."
About BitNile Holdings
BitNile Holdings, Inc. (formerly known as Ault Global Holdings,
Inc.) -- www.BitNile.com -- is a diversified holding company
pursuing growth by acquiring undervalued businesses and disruptive
technologies with a global impact. Through its wholly and
majority-owned subsidiaries and strategic investments, the Company
owns and operates a data center at which it mines Bitcoin and
provides mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial, automotive,
telecommunications, medical/biopharma, and textiles. In addition,
the Company extends credit to select entrepreneurial businesses
through a licensed lending subsidiary. BitNile's headquarters are
located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas,
NV.
BitNile reported a net loss of $23.97 million for the year ended
Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec.
31, 2020, a net loss of $32.94 million for the year ended Dec. 31,
2019, and a net loss of $32.98 million for the year ended Dec. 31,
2018. As of June 30, 2022, the Company had $596.27 million in
total assets, $133.98 million in total liabilities, $116.89 million
in redeemable noncontrolling interests in equity of subsidiaries,
and $345.40 million in total stockholders' equity.
BLOCK INC: Fitch Affirms 'BB' LongTerm IDR, Outlook Positive
------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Block, Inc. at 'BB'. The Rating Outlook remains Positive,
reflecting Fitch's view that leverage could decline in the next
couple of years as debt declines and EBITDA scales. Fitch also
affirmed the company's $600 million senior unsecured revolver,
senior unsecured notes and convertible notes at 'BB'/'RR4'. The
ratings affect approximately $4.8 billion of debt outstanding at
June 2022, not including undrawn capacity on the company's revolver
and PPP facility.
Block is among the market leaders in fintech, having grown revenue
substantially since its 2009 founding. The fintech industry is
experiencing secular growth and Block will continue to benefit from
a shift to digital money in the coming years. The company is well
positioned to capitalize on this growth although it faces stiff
competition from a wide range of market participants including
large tech platform providers, incumbent payment fintechs and
startups.
KEY RATING DRIVERS
Afterpay Acquisition: Fitch views the January 2022 Afterpay
acquisition ($15 billion including assumed debt) as credit neutral,
as the all equity financing did not change the leverage profile and
bolstered growth, but there is integration risk and incremental
consumer financing risk. Consumer financing risk is elevated in the
near term given macro uncertainty and BNPL's untested business
model across the cycle. Strategically, Fitch believes the deal fits
in Block's strategy and adds value to both its merchant and
consumer customers. Afterpay nearly doubled its revenue in each of
the two fiscal years prior to acquisition and generated $833
million of revenue in CY 2021.
Growth Profile: Fitch believes Block is well positioned to
capitalize on secular growth areas in payments and consumer
financial services. It is among the market leaders in small
business point of sale (POS) hardware-software solutions and has
quickly become one of the U.S. leaders in peer-to-peer payments and
crypto trading. The company witnessed tremendous growth over the
past decade, with TTM gross profit as of June 2022 of $5.1 billion
versus $65 million in 2012. Gross profit is a key metric to focus
on given the bitcoin trading business grew significantly since 2018
and has skewed reported revenue, with bitcoin transactions reported
on a gross basis.
Beneficiary of Secular Payments Shift: Block benefits from an
industry shift away from cash to electronic forms of payment, which
Fitch believes will provide a continued revenue tailwind in the
coming years. According to The Nilson Report, card usage is
approximately 73% of U.S. payments volumes and will continue to
grow as a portion of overall spending. Block serves the physical
and omni-channel retail POS markets as well as digital app-based
payments that continue to benefit from a broader adoption of
digital and mobile-based payments. Increased reliance by consumers
on electronic payments will drive future revenue growth.
Profitability Below Peers: Fitch views Block's profitability as a
limiting factor for the IDR, as the company continues to invest
heavily to grow its Seller and Cash App businesses. Fitch does not
believe Cash App is materially profitable at the EBITDA level but
will scale over time.
Block publicly guided for material opex growth in 2022 of 54% (30%
excluding Afterpay). However, Fitch believes high incremental
margins typical for payments businesses could improve profit
generation materially over time and EBITDA could exceed $1.5
billion by 2025 (potentially sooner depending on growth
investments), or materially above near breakeven levels in
2015-2016. Like other high-growth technology companies, share-based
compensation is very high as a percentage of revenue and has led to
lower GAAP EBIT and net income profitability.
High, but Evolving Leverage: Gross leverage is high following
pandemic-driven EBITDA pressures and aggressive opex investments
made in 2021-2022. Fitch expects leverage to improve materially
over the next few years and could trend toward 3x or below via a
combination of EBITDA growth and potentially lower debt with
convertible debt maturities. However, the rapidly growing lending
business (both Square Loans and BNPL) will affect financing needs
and leverage over time. The BNPL business is financed via cash flow
and warehouse funding facilities currently. Importantly, Block
operates with net cash although M&A could change this over time.
Financial Flexibility: Fitch views Block as having solid financial
flexibility given: (i) positive FCF generation since 2017 (high
EBITDA conversion), (ii) $6.0 billion of cash and investments, and
(iii) a $600 million senior unsecured revolver. However, the
acquired Afterpay business (BNPL lending) and newer banking
services will require a higher level of funding than Block's core
business and could necessitate a higher level of funding needs over
time as the business scales. The company also has $160 million of
investments in bitcoin and $162 million of non-public equity
securities as of June 2022.
Competitive, Fragmented End Markets: Fitch views Block's end
markets as large and fragmented but also highly competitive. The
Square payments business continues to evolve as more U.S.
merchants, particularly smaller ones that were Square's core
customers historically, adopt card and electronic forms of payment.
The Square business faces competition not only from newer,
software-centric POS providers such as Toast, Clover and others,
but also from legacy merchant acquirers & hardware POS providers,
and ecommerce providers such as PayPal and Stripe. Its Cash App
segment is also very competitive, with Block vying for share from
banks, large tech providers, stock brokerage firms, among others.
Ownership Concentration: Fitch views founder and Chairman/CEO Jack
Dorsey's ownership and control position, with 43% of voting power
at March 2022, as meaningful to the rating. The company has a very
successful track record, but the voting control is an important
credit consideration for investors. There is also key-person risk
if Mr. Dorsey were to leave or be removed from the company. Fitch
views the ownership concentration as a factor in ESG
considerations, with a '4' rating that could negatively affect the
IDR over time.
KEY ASSUMPTIONS
-- Revenue grows by low-30% CAGR through 2025, driven by improved
consumer spending patterns post pandemic, organic growth in
Cash App (including new products), and M&A contribution;
-- EBITDA margin expansion is limited due to significant
projected opex investments. Reported margins are also skewed
lower due to the material scale of bitcoin revenue, which is
reported on a gross transaction value basis;
-- Fitch assumes Block will build cash in the absence of material
acquisitions;
-- Fitch assumes debt and leverage both decline through 2025 as
the company realizes EBITDA growth and gross debt declines
with the PPP facility rolling off and upcoming convertible
note maturities.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- EBITDA sustains at $750 million or higher, while gross
leverage remains within Fitch's bands outlined below;
-- Gross leverage, Fitch-defined as total debt with equity
credit/operating EBITDA, sustained below 4.25x;
-- (CFO-capex)/total debt with equity credit expected to be
sustained at 8% or above.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Gross leverage sustained above 5.25x;
-- (CFO-capex)/total debt with equity credit expected to be
sustained at 6% or below;
-- Significant fundamental shifts in the business that negatively
affect revenue, EBITDA and/or FCF;
-- A significantly lower level of financial flexibility could
also lead Fitch to reassess the rating.
LIQUIDITY AND DEBT STRUCTURE
Robust Liquidity: Block has strong and stable access to liquidity
in various forms, particularly given its net cash position. Fitch
expects its liquidity will improve in the coming years as the
business further scales and margins and FCF improve over time. As
of June 2022, the company had the following key sources of
liquidity: (i) $6.0 billion of cash and investments; (ii) an
undrawn $600 million senior unsecured revolver facility; (iii)
strong FCF generation that ranged from $230 million-$714 million
from 2018-2021 ($28 million in 1H 2022); and (iv) $1.5 billion
available under warehouse funding facilities.
The company also has meaningful capital markets access, albeit
lower than in 2021 due to a significant share price correction. It
also has investments that could be monetized if needed but that
Fitch has not included in our readily available cash nor net
leverage calculations including: (i) approximately $160 million of
bitcoin investments ($220 million cost basis) as of June 2022; and
(ii) $162 million of equity ownership in non-public companies.
Debt Structure: Since its IPO, Block relied upon the convertible
debt market for most of its external capital needs. The company had
roughly $2.6 billion of convertible note issuances outstanding at
June 2022, which are currently out of the money. The company also
has an undrawn $600 million senior unsecured revolver (May 2024
expiration) and $2 billion of senior unsecured notes that mature in
2026 and 2031.
In addition to its revolver and convertible notes, Block has $68
million outstanding on a facility related to the Paycheck
Protection Program (PPP) that Fitch considers as debt for leverage
calculations. Square Capital has acted as a facilitator of loans to
small businesses since April 2020, whereby it borrows from the
Federal Reserve via its PPP facility (capacity up to $1 billion)
and provides loans to merchants that meet certain requirements.
The PPP was created to provide funding for businesses affected by
the coronavirus pandemic. Merchant borrowers may qualify for debt
forgiveness in certain instances. Via the PPP facility, subsidiary
Square Capital provides two- or five-year loans at a 1% fixed
interest rate, while Block pays 0.35% on the facility. Since
inception, Block has retained some of these loans while selling
others to institutional third-party investors. These loans are
non-recourse to Block, secured by a pledge of PPP loans held by
Square Capital, and the Small Business Administration (SBA) has
guaranteed the loans. Block still bears some risk if it fails to
meet certain requirements.
Block also assumed warehouse funding facilities with its Afterpay
acquisition, which are used to finance the BNPL business. The
company has financing agreements (secured against consumer
receivables) with financial institutions in Australia, New Zealand,
the U.S. and the U.K. These facilities have maturities ranging from
September 2023 to December 2024 with $1.7 billion of capacity at
June 2022, of which $0.2 billion was drawn. Pricing on the
facilities is variable.
ISSUER PROFILE
Block is one of the largest and fastest growing U.S. fintech
companies, with various payments and app-based digital money
solutions offered to both consumers and merchants. The company was
founded in 2009 and trades on the NYSE under the ticker SQ.
ESG CONSIDERATIONS
Block, Inc. has an ESG Relevance Score of '4' for Governance
Structure due to its significant control and ownership by CEO and
Chairman Jack Dorsey. Mr. Dorsey has been a key force behind the
company's success historically and will likely remain so in the
years ahead, which presents both key-person risk as well as risks
of misaligned incentives between shareholder and debt holder
interests. This factor was a consideration, in conjunction with
other factors, used in Fitch's rating analysis that could have a
negative impact over time to the overall IDR.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Rating Prior
------ -----
Block, Inc. LT IDR BB Affirmed BB
senior unsecured LT BB Affirmed RR4 BB
BRAND 44: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Brand 44, LLC
4010 Holly Street, Unit 16
Denver, CO 80216
Business Description: The Debtor sells athletic goods.
Chapter 11 Petition Date: September 1, 2022
Court: United States Bankruptcy Court
District of Colorado
Case No.: 22-13369
Judge: Hon. Elizabeth E. Brown
Debtor's Counsel: J. Brian Fletcher, Esq.
ONSAGER FLETCHER JOHNSON LLC
600 17th St. Ste. 425N
Denver, CO 80202
Tel: 305-512-1123
Email: jbfletcher@OFJlaw.com
Debtor's
Broker: IJW & CO., LTD.
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward T. O'Brien III as authorized
rerpesentative.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RIZ6YZI/Brand_44_LLC__cobke-22-13369__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/RMFEXCA/Brand_44_LLC__cobke-22-13369__0001.0.pdf?mcid=tGE4TAMA
CALCEUS ACQUISITION: S&P Upgrades ICR to 'B-', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
Calceus Acquisition Inc. (Cole Haan) to 'B-' from 'CCC+'.
S&P also raised its ratings on the company's senior secured term
loan to ' B-' from 'CCC+'. The recovery rating remains unchanged at
'4', indicating its expectations for average recovery (35%
estimated recovery).
The stable outlook reflects S&P's expectation for revenue and
EBITDA growth to improve throughout fiscal 2023, leading to
positive FOCF and interest coverage over 1.5x. It also incorporates
its view that the company will not face challenges in extending the
maturity of its asset-backed lending (ABL) facility, which will
become current in February 2023.
Higher demand for Cole Haan's products will lead to improvements in
credit metrics over the next 12 months. Cole Haan's EBITDA remained
positive through fiscal 2022 leading to substantial credit metric
improvement, including leverage falling to the low-6x area from 36x
the year prior. Sales and EBITDA remain below pre-pandemic levels,
but we believe there is a path for performance to continue to
improve in fiscal 2023. S&P said, "Specifically, we forecast
leverage to fall to the 4.5x-5.0x range in 2023 as demand remains
less volatile than the past few years and there are less shocks to
its supply chain. We believe the return to office and to in-person
social occasions, and increased travel will fuel revenue growth and
EBITDA growth in 2023. More predictable demand also will lead to
better inventory management and FOCF turning positive in 2023."
Performance continues to rebound and the company should be able to
offset inflation with pricing actions. Fiscal 2022 marked a turning
point in performance for Cole Haan, whose dress and occasion
footwear portfolio was severely hurt by the pandemic restrictions.
S&P said, "Sales grew 23% vs. our prior forecast of 17%, and gross
margins were 48.6%, just behind 2019 levels of 52.6%. The company
is still $100 million below its pre-pandemic sales level, but we
believe this can be recovered in 2023 as consumer mobility
increases. The company's higher-priced products also make it less
susceptible to demand trends for more value-priced offerings--which
are currently unfavorable--as the higher income demographic (their
target customer) is returning to work, traveling, and still
shopping. Its product mix is also comparatively less price elastic,
which should enable further pricing actions to offset rising costs.
Our forecast assumes the company will increase prices to offset
higher freight costs and wage inflation, and that these price
increases will not impair sales volumes significantly, leading to
EBITDA near $100 million in 2023."
A return to positive free operating cash flow in 2023 should enable
the company to extend the maturity of its ABL on a timely basis.
S&P said, "We forecast positive FOCF in 2023 as the company does
not have to build as much inventory to meet demand as last year
because supply chain bottlenecks are easing, requiring less lead
times to order products. We also project the company will increase
its capital expenditures (capex) beyond maintenance levels,
indicating more certainty of its cash flows and no longer being in
a tight liquidity situation. The increase in capex will also
support growth initiatives that had been halted due to the
pandemic. In the near term, the company must address its ABL Feb.
1, 2024, maturity. Given our expectations for positive EBITDA in
every quarter, and positive FOCF, we do not expect the company to
need to use its ABL for the next 12 months, even for its peak
seasonal working capital build. The ratings incorporate our view
that Cole Haan will successfully extend its ABL maturity."
S&P said, "However, we also recognize the volatile macroeconomic
landscape, including uncertainty related to the global logistics
and freight supply chain disruptions, as well as the risk of fuel
and wage costs increasing substantially. Moreover, the company's
small EBITDA base makes its credit metrics particularly vulnerable
if performance misses expectations. If we enter a recession and
inflation persists, eroding consumer spending and weakening demand
for discretionary products such as footwear, the company could miss
our base case forecast. If the company underperforms our base case
and has to draw on its ABL facility to fund operations and it
becomes current, this could negatively impact our liquidity
assessment and our ratings.
"Operating execution has improved. Cole Haan was experiencing
strong sales growth before the COVID-19 pandemic and maintained
elevated inventory levels to support anticipated strong business
growth. However, the company aggressively cleared its old inventory
during fiscal 2021 in order to preserve liquidity. We expect a
strong increase in demand from the company's wholesale customers
and strong volumes in the company's owned retail stores over the
next few quarters, fueled by a more stable operating environment
with less disruptions to consumer mobility. The surge of new
COVID-19 variants over the last few years slowed the pace of
return-to-office and social activity trends, hindering Cole Haan's
full recovery. In addition, the company faced constraints in
fulfilling higher order rates at the end of 2020 and in 2021 given
the very lean inventory balances it maintained after the onset of
the pandemic. Although Cole Haan could face challenges in
replenishing its supply chain in a timely and cost-effective manner
if global logistics constraints and inflationary environment
persist, we expect less volatility and shocks to performance as
supply chain disruptions ease from container availability and
shipping lanes opening up and less COVID restrictions impacting
labor availability.
"The stable outlook reflects our expectation for revenue and EBITDA
growth to improve through fiscal 2023, leading to positive FOCF and
interest coverage over 1.5x. Additionally, it incorporates our view
that the company will not face challenges extending the maturity of
its ABL facility, which will become current in February 2023."
S&P could lower its rating on Cole Haan if the capital structure
becomes unsustainable including interest coverage below 1.5x. This
could occur if:
-- The company is unable to extend the maturity of its revolver
pressuring its liquidity position.
-- Free operating cash flow remains negative due to
higher-than-expected inventory balances either due to slower sales
or supply chain constraints.
-- Demand for its products declines as inflation reduces
consumers' discretionary income and their willingness and ability
to spend on footwear.
S&P could raise the ratings if it expects Cole Haan to sustain
leverage below 7x, while generating positive free operating cash
flow of at least $20 million. This could occur if:
-- The company has sufficient inventories such that it is able to
fulfil increased demand; and
-- Return-to-office trends accelerate and consumers pursue more
outdoor activities and social events.
A positive rating action would be predicated on the company
extending the maturity of its ABL facility.
ESG Credit Indicators: E-2, S-3, G-3
CARESTREAM HEALTH: Sept. 28 Hearing on Plan & Disclosures
---------------------------------------------------------
Judge J. Kate Stickles has entered an order that the combined
hearing, at which time the Court will consider, among other things,
final approval of the adequacy of the Disclosure Statement and
confirmation of the Plan of Carestream Health, Inc., et al. will be
held on Sept. 28, 2022, at 2:00 p.m., prevailing Eastern Time.
Any objections to the adequacy of the Disclosure Statement or
confirmation of the Plan must be filed on or before Sept. 21, 2022,
at 5:00 p.m., prevailing Eastern Time.
Any brief in support of confirmation of the Plan and approval of
the adequacy of the Disclosure Statement (including any reply to
any objections) must be filed no later than Sept. 26, 2022, at
12:00 p.m., prevailing Eastern Time.
Notwithstanding anything to the contrary in the Motion, the ABL
Roll Election Deadline will be Sept. 2, 2022, and is approved.
The Debtors will file an initial Plan Supplement by Sept. 14,
2022.
About Carestream Health
Carestream Health, Inc., and its affiliates are providers of
medical imaging and non-destructive testing products with over 100
years of industry experience. Its products are used by prominent
health systems, hospitals, imaging centers, specialty practices and
industrial companies worldwide.
Carestream Health, Inc., and 8 related entities sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 22-10778) on August 23,
2022, to seek confirmation of a Prepackaged Plan.
The Hon. J. Kate Stickles oversees the cases.
In the petition signed by Scott Rosa, chief financial officer,
Carestream Health disclosed $1 billion to $10 billion in assets and
liabilities.
The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy
counsel; PACHULSKI STANG ZIEHL & JONES LLP as local bankruptcy
counsel; ALIXPARTNERS, LLC, as restructuring advisor; and HOULIHAN
LOKEY, INC., as investment banker. KURTZMAN CARSON CONSULTANTS LLC
is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and GLC Advisors & Co., LCC are
serving as legal counsel and financial advisor, respectively, to a
group of the Company’s first lien and second lien lenders.
CENTRAL FLORIDA CIVIL: Seeks Access to Cash Collateral
------------------------------------------------------
Central Florida Civil, LLC asks the U.S. Bankruptcy Court for the
Middle District of Florida, Jacksonville Division, for authority to
use cash collateral.
The Debtor requires the use of cash collateral to meet
post-petition contractual and tax obligations related to payroll,
inventory and equipment owned by the Debtor and ongoing business
operations.
The Debtor executed a Promissory Note and Chattel Mortgage and
Security Agreement to Mulligan Funding, LLC in the original
principal amount of $150,000 in which the rents, accounts
receivables, chattel paper, contracts, documents, cash, bank
accounts, etc. were pledged as collateral.
The Debtor executed a second Promissory Note and Chattel Mortgage
and Security Agreement to The Fundworks, LLC in the original
principal amount of $150,000 in which the rents, accounts
receivables, chattel paper, contracts, documents, cash, bank
accounts, etc. were pledged as collateral.
The receivables, rents and other property are property of the
Chapter 11 estate of the Debtor pursuant to 11 U.S.C. section
541(a)(1) and (6) and were collaterally pledged to the lender to
ensure payment of the pre-petition obligations.
The Debtor estimates the value of the accounts receivable to be
approximately $300,000 based on a current aging report of
receivables less than 90 days old. Accordingly, the two initial
account receivable liens are fully secured, while the remaining
liens are wholly unsecured and treated as such.
The Debtor is willing to enter into an agreement with the two
primary secured creditors to provide a post-petition replacement
lien of a continuing nature on all post-petition accruing cash
collateral to the secured creditor.
A copy of the motion is available at https://bit.ly/3TBISk2 from
PacerMonitor.com.
About Central Florida Civil, LLC
Central Florida Civil, LLC provides a full range of services
relating to site preparation for commercial projects.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. M.D. Fla. Case No. 22-01736) on August 31,
2022. In the petition signed by Chad M. Converse, manager, the
Debtor disclosed $2,469,641 in assets and $4,873,621 in
liabilities.
Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP is
the Debtor's counsel.
CHRISTIAN GOHN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Christian Gohn
dba Gohn Enterprise, LLC
121 Falcon Drive
Johnstown, PA 15905
Chapter 11 Petition Date: September 2, 2022
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 22-70302
Debtor's Counsel: Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
938 Penn Avenue, 5th Fl.
Suite 501
Pittsburgh, PA 15222
Tel: 412-232-0930
Fax: 412-232-3858
Email: dcalaiaro@c-vlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christian Gohn as managing member.
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/ILGMQSI/Christian_Gohn_dba_Gohn_Enterprise__pawbke-22-70302__0001.0.pdf?mcid=tGE4TAMA
CINEMA SQUARE: Has Deal on Cash Collateral Access
-------------------------------------------------
Cinema Square, LLC and -- Wilmington Trust, National Association,
as Trustee, for the benefit of the Holders of COMM 2016-DC2
M01igage Trust Commercial Mortgage Pass Through Certificates,
Series 2016-DC2 -- advised the U.S. Bankruptcy Court for the
Central District of California, Northern Division, that they have
reached an agreement regarding the Debtor's use of cash collateral
and now desire to memorialize the terms of this agreement into an
agreed order.
The parties agree that the Debtor may continue to use cash
collateral through November 30, 2022. Given the extension of the
Cash Collateral Stipulation, the parties stipulate to continue the
hearing on Debtor's Motion for Use of Cash Collateral to November
15 at 11 :30 a.m.
A copy of the stipulation is available at https://bit.ly/3RB0laJ
from PacerMonitor.com.
About Cinema Square, LLC
Cinema Square, LLC is the owner of a small shopping center located
at 6917 El Camino Real, Atascadero, CA 93422. There are several
tenants, the primary tenant is a movie theater, the Galaxy
Theater.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10634) on June 14,
2021. In the petition signed by Jeffrey C. Nelson, president, the
Debtor disclosed up to $50 million in assets and up to $10 million
in liabilities.
Judge Deborah J. Saltzman oversees the case.
William C. Beall, Esq., at Beall & Burkhardt, APC is the Debtor's
counsel.
CLUBHOUSE MEDIA: Incurs $4.9 Million Net Loss in Second Quarter
---------------------------------------------------------------
Clubhouse Media Group, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $4.93 million on $1.90 million of net total revenue for the
three months ended June 30, 2022, compared to a net loss of $7.31
million on $929,962 of net total revenue for the three months ended
June 30, 2021.
For the six months ended June 30, 2022, the Company reported a net
loss of $8.42 million on $2.71 million of net total revenue
compared to a net loss of $13.11 million on $1.45 million of net
total revenue for the six months ended June 30, 2021.
As of June 30, 2022, the Company had $1.17 million in total assets,
$15.18 million in total liabilities, and a total stockholders'
deficit of $14.01 million.
Management intends to raise additional funds by way of a public or
private offering. Management believes that the actions presently
being taken to further implement its business plan and generate
revenues provide the opportunity for the Company to continue as a
going concern. While the Company believes in the viability of its
strategy to generate revenues and in its ability to raise
additional funds, there can be no assurances to that effect.
According to the Company, its ability to continue as a going
concern is dependent upon its ability to further implement its
business plan and generate revenues. The Company will require
additional cash funding to fund operations. Therefore, the Company
concluded there was substantial doubt about the Company's ability
to continue as a going concern.
Management Commentary
"We are pleased with our second quarter results that continue to
demonstrate our commitment to growing our business in a sustainable
way, while reducing our expenses dramatically," said Amir
Ben-Yohanan, CEO of Clubhouse Media. "The revenue growth was
driven mainly by both the higher quantity and quality of brand and
agency deals with creators, as well as the growth of our Honeydrip
platform. We expect that the further expansion of our sales team
will be a key driver of revenue growth in future quarters."
"I'm excited about the revenue growth this quarter. We were able
to close numerous brand promotional deals with some large and
well-known brands and talent. As we continue to build on and
strengthen these relationships, I'm confident in the growth
opportunities moving forward," added Scott Hoey, chief financial
officer of Clubhouse Media.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1389518/000149315222022896/form10-q.htm
About Clubhouse Media
Las Vegas, Nevada-based Clubhouse Media Group, Inc. offers
management, production, and deal-making services to its handpicked
influencers, a management division for individual influencer
clients, and an investment arm for joint ventures and acquisitions
for companies in the social media influencer space.
Clubhouse Media reported net loss of $22.25 million for the year
ended Dec. 31, 2021, compared to a net loss of $2.58 million for
the period from Jan. 2, 2020 (inception) to Dec. 31, 2020. As of
March 31, 2022, the Company had $855,146 in total assets, $12.11
million in total liabilities, and a total stockholders' deficit of
$11.25 million.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 29, 2022, citing that the
Company has an accumulated deficit, net losses, and negative
working capital. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
CM RESORT: Trustee Seeks to Hire Wakeland Property as Broker
------------------------------------------------------------
John Dee Spicer, the trustee appointed in the Chapter 11 cases of
CM Resort LLC and its affiliates, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire
Wakeland Property Company as his real estate broker.
The trustee requires a real estate broker to market for sale
approximately 1,854 acres of undeveloped land in Palo Pinto County,
Texas.
Wakeland will receive a commission equal to 6 percent of the gross
sales price of the property.
As disclosed in court filings, Wakeland is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Mark Wakeland
Wakeland Property Company
8048 Mcnatt Rd
Aubrey, TX 76227
Phone: 972-740-9472
Email: markw@wakelandproperties.com
About CM Resort
Based in Gordon, Texas, CM Resort LLC, a single asset real estate,
filed a voluntary petition for bankruptcy under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-43168) on Aug. 15,
2018. The case is jointly administered with the Chapter 11 cases
filed by CM Resort Management LLC and nine other companies. Case
No. 18-43168 is the lead case.
In the petition signed by Mark Ruff, member and authorized agent,
CM Resort estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities. Judge Russell F. Nelms
presides over the case.
Gerrit M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C., is CM
Resort's legal counsel.
John Dee Spicer was appointed as Chapter 11 trustee. The trustee
is represented by Cavazos Hendricks Poirot, P.C.
COMMUNITY ECO: Covanta Says Plan Disclosures Insufficient
---------------------------------------------------------
Covanta Projects LLC, and related entities submitted an objection
and reservation of rights in response to Community Eco Power, LLC,
et al.'s Joint Disclosure Statement.
Covanta timely filed a proof of claim in this matter asserting an
aggregate amount owing to Covanta of $740,525 in connection with
various contracts between the Debtors and various Covanta
entities.
According to Covanta, in its current form, the Disclosure Statement
does not contain sufficient information to evaluate a number of
issues germane to the classification and treatment of unsecured
creditors in these cases. In particular, the Debtors have not
provided sufficient analysis as to the availability or propriety of
substantive consolidation, or the allocation of liabilities and
expenses among the different entities. Likewise, the Debtors have
not provided sufficient explanation as to the legal and factual
basis for allowing the claim of SDI, Inc. against each bankruptcy
estate—with no credit for the amounts to be recovered by SDI,
Inc. in each of these cases.
Covanta asserts that in order for the Disclosure Statement to
contain "adequate information" within the meaning of 11 U.S.C.
section 1125, the Debtors should supplement the Disclosure
Statement with further information and analysis sufficient for
unsecured creditors to understand and evaluate alternative recovery
scenarios that may be available in these cases, and to determine
whether the proposed treatment of unsecured creditors is consistent
with the best interests of creditors test codified at 11 U.S.C.
section 1129(a)(7).
Counsel to Covanta Projects LLC, et al.:
Jonathan W. Young, Esq.
LOCKE LORD LLP
111 Huntington Avenue
Boston, MA 02199-7613
Tel: (617) 239-0367
Facsimile: 855-595-1190
E-mail: jonathan.young@lockelord.com
- and -
Michael B. Kind, Esq.
111 South Wacker Drive
Chicago, IL 60606
Telephone: 312-201-2392
Facsimile: 312-443-0336
E-mail: michael.kind@lockelord.com
About Community Eco Power
Community Eco Power, LLC and affiliates, Community Eco Pittsfield,
LLC and Community Eco Springfield, LLC, sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case
No. 21-30234) on June 25, 2021. Their cases are jointly
administered under Community Eco Power, LLC.
On the Petition Date, Community Eco Power disclosed up to $50,000
in assets and up to $10 million in liabilities. Affiliates,
Community Eco Pittsfield and Community Eco Springfield each
disclosed $1 million to $10 million in both assets and
liabilities.
The petitions were signed by Richard Fish, president and chief
executive officer.
D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith,
Esq. at Bernstein, Shur, Sawyer and Nelson, PA, serve as the
Debtor's counsel.
COMMUNITY ECO: Creditors Committee Says Plans Unconfirmable
-----------------------------------------------------------
The Official Committee of Unsecured Creditors submitted an
objection to approval of the Joint Disclosure Statement with
respect to the Plans of Liquidation of Community Eco Power, LLC,
Community Eco Springfield, LLC, and Community Eco Pittsfield, LLC.
According to the Creditors Committee, the Disclosure Statement does
not contain "adequate information" as required by Section 1125 of
title 11 of the United States Code (the "Bankruptcy Code"), and as
a result it should not be approved.
The Committee asserts that at a minimum, the Disclosure Statement
must:
(i) provide additional information concerning certain assets of
and claims against the estates;
(ii) provide estimated potential recoveries for Class 3 creditors
under each Plan;
(iii) provide meaningful feasibility and liquidation analyses;
(iv) disclose additional information regarding the Debtors'
proposed third-party releases;
(v) provide additional information regarding and a business
justification for the Debtors' appointments relating to the
Liquidating Trust and the Debtors' proposed "settlement" with SDI;
and
(vi) be accompanied with an insert or supplement by which the
Committee may share commentary and a recommendation regarding the
Plans, which the Committee cannot prepare until such time as the
substantive disclosure issues are remedied.
In addition to the Committee's Objection to the adequacy of
information contained in the Disclosure Statement, the Committee
submits that the Plans are patently unconfirmable.
"The Committee has grave concerns regarding the Plans and submits
that the Plans are patently unconfirmable for a number of reasons.
These are Plans that seem to be proposed with the aim of racing to
confirmation with sweetheart deals and releases and the
installation of existing management and the Debtors' professionals,
without any checks on the amount of money that they will be allowed
to charge the post-confirmation estates prior to any distributions
to unsecured creditors. The Plans do not appear to be designed for
the sake of the bulk of the estates' creditors or with their best
interests in mind. The Debtors' self-interested appointments
relating to the Liquidating Trust and proposed SDI settlement are
entirely lacking in business judgment. Information reviewed by the
Committee suggests that the actual, indirect benefit conferred by
SDI to each CE Springfield and CE Pittsfield is substantially less
than the full amount of the SDI Deficiency Claim. The result is
that it is possible to propose Plans which would provide for 100%
dividend to unsecured creditors of CE Pittsfield with substantial
additional proceeds that may flow to the Debtors' non-debtor
affiliate or to parent CEP for the benefit of their respective
creditors. A meaningful evaluation of whether substantive
consolidation is appropriate under the circumstances may also be
warranted and necessary. The Plans as proposed simply cannot be
confirmed."
Counsel to the Official Committee of Unsecured Creditors of
Community Eco Power, LLC, et al.:
Andrew C. Helman, Esq.
DENTONS BINGHAM GREENEBAUM LLP
One Beacon Street, Suite 25300
Boston, MA 02108
Tel: (207) 619-0919
E-mail: andrew.helman@dentons.com
- and -
April Wimberg, Esq.
Christopher B. Madden, Esq.
Gina Young, Esq.
DENTONS BINGHAM GREENEBAUM LLP
3500 PNC Tower, 101 S. Fifth Street
Louisville, KY 40202
Tel: (502) 587-3719
E-mail: april.wimberg@dentons.com
chris.madden@dentons.com
gina.young@dentons.com
About Community Eco Power
Community Eco Power, LLC and affiliates, Community Eco Pittsfield,
LLC and Community Eco Springfield, LLC, sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case
No. 21-30234) on June 25, 2021. Their cases are jointly
administered under Community Eco Power, LLC.
On the Petition Date, Community Eco Power disclosed up to $50,000
in assets and up to $10 million in liabilities. Affiliates,
Community Eco Pittsfield and Community Eco Springfield each
disclosed $1 million to $10 million in both assets and
liabilities.
The petitions were signed by Richard Fish, president and chief
executive officer.
D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith,
Esq. at Bernstein, Shur, Sawyer and Nelson, PA, serve as the
Debtor's counsel.
CONNECT TRUCKING: Unsecured Creditors to Split $30K in Plan
-----------------------------------------------------------
Connect Trucking, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Tennessee a Chapter 11 Plan and Disclosure
Statement dated August 29, 2022.
The Plan classifies claims and interests in various classes
according to their right to priority of payments as provided in the
Bankruptcy Code. The Plan states whether each class of claims or
interests is impaired or unimpaired. The Plan provides the
treatment each class will receive under the Plan.
Class 3-A consists of the Secured claim of Ally Bank. This claimant
shall receive its contractual payment of $400.00 which shall bear
interest at the rate of 3.5% per annum. The payments shall continue
until this claim is paid in full. This Class has a total claim
amount of $41,587.99 and a total unsecured balance of $21,587.99.
Class 3-B consists of the Secured claim of CFG Merchants Solution.
This claimant's collateral is being surrendered and this claimant
shall be treated as an unsecured creditor. This Class has a total
claim amount and unsecured balance of $20,371.00.
Class 3-C consists of the Secured claim of First Corporate
Solution. This claimant's collateral is being surrendered and this
claimant shall be treated as an unsecured creditor. This Class has
a total claim amount and unsecured balance of $13,000.00.
Class 3-D consists of the Secured claim of Funding Metrics, LLC.
This claimant's collateral is being surrendered and this claimant
shall be treated as an unsecured creditor. This Class has a total
claim amount and unsecured balance of $17,689.00.
Class 3-E consists of the Secured claim of Kalamata Capital Group,
LLC. This claimant's collateral is being surrendered and this
claimant shall be treated as an unsecured creditor. This Class has
a total claim amount and unsecured balance of $7,500.00.
Class 3-F consists of the Secured claim of Restored 121 Trust. This
claimant's collateral is being surrendered and this claimant shall
be treated as an unsecured creditor. This Class has a total claim
amount and unsecured balance of $76,621.00.
Class 4 consists of General Unsecured Claims. This Class has
$184,634.81 total estimated amount of claims, which includes the
deficiencies from secured creditors and will increase from the
final deficiency from Bush Trucking and Leasing. This claimant
shall receive its contractual payment of $500.00. The payments
shall continue until the total amount paid in this class equals
$30,000.00.
Interest holders in Class 5 will maintain all stock.
The Plan will be funded by the proceeds from operation of the
Debtor's trucking business.
A full-text copy of the Chapter 11 Plan dated August 29, 2022, is
available at https://bit.ly/3CS6lHT from PacerMonitor.com at no
charge.
Counsel to the Debtor:
Steven L. Lefkovitz, Esq.
Lefkovitz & Lefkovitz, PLLC
618 Church Street, Suite 410
Nashville, TN 37219
Telephone: (615) 256-8300
Facsimile: (615) 255-4516
Email: slefkovitz@lefkovitz.com
About Connect Trucking
Connect Trucking, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 22-01713) on May
31, 2022, listing $50,000 in assets and $100,001 to $500,000 in
liabilities. Judge Marian F Harrison presides over the case.
Lefkovitz And Lefkovitz, PLLC represents the Debtor as counsel.
COTTAGE GROVE: Taps Robert Sewall as Accountant
-----------------------------------------------
Cottage Grove Center, LLC, received approval from the U.S.
Bankruptcy Court for the District of Oregon to hire Robert Sewall,
an accountant practicing in Novato, Calif.
The Debtor requires an accountant to prepare tax returns and other
necessary financial documents.
Mr. Sewall will charge an hourly fee of $325 for his services.
Meanwhile, the hourly rates for the services of his office staff
and assistant range from $85 to $185.
In court filings, Mr. Sewall disclosed that he does not hold
interest materially adverse to the interest of the Debtor's estate,
creditors or equity security holders.
Mr. Sewall holds office at:
Robert Sewall, CPA
1122 Grant Ave., Suite B
Novato, CA 94945
Phone: (415) 897-0733
About Cottage Grover Center
Cottage Grove Center, LLC, a company in Cottage Grove, Ore., sought
Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 22-60332)
on March 24, 2022, listing up to $50,000 in assets and up to $10
million in liabilities. Richard J. Gordon, managing member, signed
the petition.
Judge Thomas M. Renn oversees the case.
The Debtor tapped Ted A. Troutman, Esq., at Troutman Law Firm, P.C.
as bankruptcy counsel; Robert Sewall as accountant; and Michael
Gottlieb of Mt. View Real Estate & PM as property manager.
CYTODYN INC: Shareholders OK Hike in Authorized Common Shares
-------------------------------------------------------------
CytoDyn, Inc. held a special meeting of stockholders on Aug. 31,
2022, at which the stockholders approved the proposal to amend the
Company's Certificate of Incorporation to increase the total number
of authorized shares of common stock of the Company from
1,000,000,000 to 1,350,000,000.
About CytoDyn Inc.
Headquartered in Vancouver, Washington, CytoDyn Inc. --
http://www.cytodyn.com-- is a late-stage biotechnology company
focused on the clinical development and potential commercialization
of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection,
with the potential for multiple therapeutic indications.
Cytodyn reported a net loss of $210.82 million for the year ended
May 31, 2022, compared to a net loss of $176.47 million for the
year ended May 31, 2021. As of May 31, 2022, the Company had
$29.19 million in total assets, $123.58 million in total
liabilities, and a total stockholders' deficit of $94.40 million.
DEALER PRODUCTS: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
Dealer Products, Inc. asks the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, for authority to
use cash collateral nunc pro tunc to the petition date.
The Debtor receives its income from selling automotive parts and
products to its customers. At this time, it is the Debtor's
position that one or more lenders, Comerica Bank and the Small
Business Administration, may have liens against inventory,
equipment, and accounts used by the Debtor in the ordinary course
of its business.
The Debtor requires use of cash collateral to pay its commercial
lease, fund payroll, pay utilities, and pay ordinary course
vendors.
As adequate protection for the use of the Income, the Debtor
proposes to offer to alleged secured creditors:
a. a continuing lien or interest, if any, in the property of
Debtor to the same extent as the liens or interests existed
pre-petition; and
b. a continuing lien and security interest in any
post-petition proceeds and products of the Debtor's property to the
same extent as they existed pre-petition; provided however, that
such Continuing Liens will (i) continue to be perfected and
enforceable as they existed pre-petition without the necessity of
further actions, and (ii) will be subject to (a) the fees and
expenses of the Office of the United States Trustee and the Clerk
of the United States Bankruptcy Court for the Northern District of
Texas, and (b) the actual fees and expenses incurred by the Debtor
from all court-approved professionals retained in the case; and
c. the Debtor will only utilize the Income from its operations
for normal and necessary expenses as set forth in the budget.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3RqR2Ke from PacerMonitor.com.
The budget provides for total outflow, on a weekly basis, as
follows:
$34,679 for the week ending September 2, 2022;
$43,824 for the week ending September 9, 2022;
$20,310 for the week ending September 16, 2022;
$18,310 for the week ending September 23, 2022;
$29,290 for the week ending September 30, 2022;
$38,470 for the week ending October 7, 2022;
$22,110 for the week ending October 14, 2022;
$25,287 for the week ending October 21, 2022;
$29,290 for the week ending October 28, 2022;
$16,110 for the week ending November 4, 2022;
$38,470 for the week ending November 11, 2022;
$22,326 for the week ending November 18, 2022;
$25,087 for the week ending November 25, 2022; and
$29,290 for the week ending December 2, 2022.
About Dealer Products Inc.
Dealer Products Inc. -- https://www.dealpro.com -- provides
distribution of motor vehicle supplies and accessories. The
Company offers cabinets, bulbs, bolts, clips, nuts, hoses, hinges,
rivets, rings, screws, washers, and shims, as well as repairs heavy
duty trucks, trailers, gears, and axle. Dealer Products serves
customers in the State of Texas.
Dealer Products Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-41970) on Aug. 29,
2022. In the petition filed by Susan H. Fischer, as vice-president,
the Debtor reported assets and liabilities between $1 million and
$10 million.
The Debtor is represented by M. Jermaine Watson, Esq., at Cantey
Hanger LLP.
DELIVERANCE HOLY: Court Confirms Plan of Reorganization
-------------------------------------------------------
Judge Vincent F. Papalia has entered an order confirming the
Chapter 11 Plan of Reorganization of Deliverance Holy Tabernacle
Church, Inc.
Class 1 Class (PSE&G) is impaired. The treatment of PSE&G Class 1
Claim shall be monthly payments of $240.22 commencing July 1, 2022
ending December 31, 2022 resulting in a total payment of $1,441.32
resulting in a 100% payment of PSE&G's claim.
Class 2 Class (Jocelyn Cruz, as Power of Attorney for Walter Scott;
and Jocelyn Cruz, individually ("Cruz")) is disputed, contingent
and unliquidated. The Class 2 of Cruz is a disputed claim will
receive no distribution. As the record in this proceeding reflects,
no proof of claim was filed; and no motion to vacate the automatic
stay was filed nor granted. Any and all claims are disputed and
claimant is hereby enjoined and barred under the terms of this
Confirmation Order from taking any action against the Debtor's real
and/or personal property.
Class 3 Class (Walter Scott ("Scott")) is disputed, contingent and
unliquidated. The Class 2 of Scott is a disputed claim will receive
no distribution. As the record in this proceeding reflects, no
proof of claim was filed; and no motion to vacate the automatic
stay was filed nor granted. Any and all claims are disputed, and
claimant is hereby enjoined and barred under the terms of this
Confirmation Order from taking any action against the Debtor's real
and/or personal property.
Attorneys for Deliverance Holy Tabernacle Church:
Melinda D. Middlebrooks, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
841 Mountain Avenue, First Floor
Springfield, NJ 07081
Tel: (973)218-6877
E-mail: middlebrooks@middlebrooksshapiro.com
About Deliverance Holy Tabernacle
Deliverance Holy Tabernacle, Inc., is an operating non-profit
church which provides religious services and outreach to an
underserved community in Paterson, New Jersey.
Deliverance Holy Tabernacle filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 21-19784) on Dec. 22, 2021. The Debtor is
represented by Melinda D. Middlebrooks, Esq. of MIDDLEBROOKS
SHAPIRO, P.C.
DJM HOLDINGS: Says Wilmington Objection Time Barred
---------------------------------------------------
DJM Holdings, LLC filed an Amended Chapter 11 Plan of
Reorganization on September 30, 2021. The Amended Plan again
proposes to satisfy Secured Creditor's claim by paying $66,000.00,
an amount not supported by the appraisal.
The secured creditor, Wilmington Savings Fund Society, FSB, doing
business as Christiana Trust, holds a security interest in the
Debtor's real property located at 5611 SOUTH BLVD., MAPLE HTS, OH
44137, by virtue of a Mortgage recorded on December 2, 2005,
Instrument Number 200512020965 of the Public Records of Cuyahoga
County, Ohio. Said Mortgage secures a Note in the amount of
$86,800.
In a filing Aug. 15, 2022, the Secured Creditor says it is renewing
its objection to the proposed plan. Until a final determination on
valuation occurs, it would be premature to consider confirming
Debtor’s Plan. Secured Creditor requests a valuation hearing be
held in order to further its position as to the value compared to
the alleged value used by the Debtors.
On Aug. 26, 2022, DJM Holdings, responded to the Secured Creditor's
renewed objection, saying that the objection was waived by failure
to pursue that objection at confirmation.
DJM notes that Wilmington Savings did not attend or pursue its
rights at Confirmation Hearing, but instead elected not to attend
and not pursue its rights. This creditor should not be permitted
to sleep on its rights. Many cases have commented on failure to
pursue rights at confirmation. Most of them are Chapter 13 cases,
although some Chapter 11 cases have dealt with the issue. As a
general rule, failure to pursue an Objection at Confirmation, or
appeal a Confirmation Order, precludes any further objection.
About DJM Holdings
Concord-based DJM Holdings Ltd is the fee simple owner of 38
properties in Ohio, having a total current value of $1.02 million.
DJM Holdings sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ohio Case No. 21-10483) on Feb. 14, 2021. At the
time of the filing, the Debtor disclosed $1,144,439 in assets and
$2,816,538 in liabilities. Judge Arthur I. Harris oversees the
case. The Debtor is represented by Forbes Law, LLC.
DOCUPLEX INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Docuplex, Inc.
630 N Pennsylvania Avenue
Wichita, KS 67214
Business Description: Docuplex is a printing company that provides
commercial and digital printing.
Chapter 11 Petition Date: September 2, 2022
Court: United States Bankruptcy Court
District of Kansas
Case No.: 22-10734
Judge: Hon. Mitchell L. Herren
Debtor's Counsel: David Prelle Eron, Esq.
PRELLE ERON & BAILEY, P.A.
301 N. Main St., Suite 2000
Wichitat, KS 67202
Tel: (316) 262-5500
Fax: (316) 262-5599
Email: david@eronlaw.net
Total Assets: $0
Total Liabilities: $3,907,595
The petition was signed by Gina Cherry as controller.
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/U2FC7FY/Docuplex_Inc__ksbke-22-10734__0001.0.pdf?mcid=tGE4TAMA
DULING SONS: Trustee Seeks to Hire Spencer Fane as Counsel
----------------------------------------------------------
Elizabeth Lally, the Subchapter V trustee appointed in Duling Sons,
Inc.'s Chapter 11 case, seeks approval from the U.S. Bankruptcy
Court for the District of South Dakota to tap her own firm, Spencer
Fane, LLP, as her legal counsel in the bankruptcy case.
The trustee requires legal assistance in her investigation into the
acts, conduct, assets, liabilities, and financial condition of the
Debtor, the operation of the Debtor's business, and any other
matters relevant to the case or to the formulation of a Chapter 11
plan.
The firm will be paid at these rates:
Elizabeth M. Lally $280 per hour
Tara Holterhaus $270 per hour
Lindsay Doman $270 per hour
Karen Johnson $150 per hour
Partners and Of Counsel $430 - $695 per hour
Associates $300 - $470 per hour
Paralegals and Legal Staff $100 - $270 per hour
In addition, the firm will receive reimbursement for expenses
incurred.
As disclosed in court filings, Spencer Fane is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Elizabeth M. Lally, Esq.
Spencer Fane, LLP
13815 FNB Parkway, Suite 200
Omaha, NE 66154
Tel: 402-800-2299
Email: elally@spencerfane.com
About Duling Sons Inc.
Duling Sons Inc., a company based in Gregory, S.D., filed a
voluntary petition for Chapter 11 protection (Bankr. D. S.D. Case
No. 21-30026) on Dec. 3, 2021, listing up to $50 million in assets
and up to $10 million in liabilities. Raymond Joseph Duling,
president of Duling Sons, signed the petition.
Judge Charles L. Nail, Jr. presides over the case.
Clair R. Gerry, Esq., at Gerry & Kulm Ask, Prof. LLC represents the
Debtor as legal counsel.
Elizabeth M. Lally, the Subchapter V trustee appointed in the
Debtor's case, is represented by Spencer Fane, LLP.
ECOARK HOLDINGS: Inks Deal to Sell Banner Midstream Business
------------------------------------------------------------
Ecoark Holdings, Inc. has executed a definitive agreement to divest
its wholly-owned subsidiary, Banner Midstream Corp, via a reverse
merger into the company, Enviro Technologies US, Inc. Enviro will
issue 12,996,958 shares to Ecoark in exchange for 100% of the
issued and outstanding common stock of Banner to result in a 70%
retained ownership for Ecoark at closing. Ecoark intends to effect
a 4:1 forward stock split of Enviro to allow for an approximately
1-to-1 stock dividend of Enviro to Ecoark's shareholders of a
future to be determined record date. The closing of the
transaction is subject to various regulatory filings required for
reverse mergers which filings will commence followingthe closing.
"We are excited for our shareholders to be able to acquire an
operating business such as Banner which recorded $18.75 million in
revenues for its most recently completed year-end on March 31,
2022," stated John DiBella, CEO of Enviro. "We believe this
acquisition is the first step of fulfilling our goal to enhance our
shareholders value. I plan to stay involved as an advisor to the
Company following the closing of the transaction to work with
Banner's executive team to work to continue to monetize Enviro's
existing water separation technology."
"We scanned the majority of the market for OTC businesses open to
reverse mergers and we were fortunate to be able to find an
operating, current reporting industrial services business to
acquire Banner," stated Randy May, CEO of Ecoark. "This
acquisition is the frst step in Ecoark's goal of building Banner
into an attractive oilfield services company, which will permit
Ecoark to distribute its Enviro common stock to Ecoark's
shareholders."
About Ecoark Holdings
Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a
diversified holding company. Through its wholly-owned
subsidiaries, the Company has operations in three areas: (i) oil
and gas, including exploration, production and drilling operations
and transportation services, (ii) post-harvest shelf-life and
freshness food management technology, and (iii) financial services
including consulting, fund administration and asset management.
Ecoark reported a net loss of $10.55 million for the year ended
March 31, 2022, a net loss of $20.89 million for the year ended
March 31, 2021, a net loss of $12.14 million for the year ended
March 31, 2020, and a net loss of $13.65 million for the year ended
March 31, 2019. As of June 30, 2022, the Company had $43.65
million in total assets, $14.89 million in total liabilities,
$11.81 million in mezzanine equity, and $16.96 million in total
stockholders' equity.
EL CALAMAR: Wins Cash Collateral Access on Final Basis
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, authorized El Calamar, Inc. and the U.S. Small
Business Administration on a final basis.
As previously reported by the Troubled Company Reporter, the
parties agreed that the Debtor may use cash collateral to pay for
the expenses outlined in the Debtor's cash collateral budget.
As adequate protection, the SBA was granted a replacement lien on
all post-petition revenues of the Debtor to the same extent,
priority and validity that its lien attached to the cash
collateral. The scope of the replacement lien is limited to the
amount (if any) that cash collateral diminishes post-petition as a
result of the Debtor's post-petition use of cash collateral. The
replacement lien is valid, perfected and enforceable and will not
be subject to dispute, avoidance, or subordination, and the
replacement lien need not be subject to additional recording.
The SBA's claim under the SBA Loan will be allowed as a secured
claim in the amount of $161,697, including all ongoing accrued
interest.
A copy of the order is available at https://bit.ly/3B8pxje from
PacerMonitor.com.
About El Calamar, Inc.
El Calamar, Inc. is a family-owned Mexican grill and seafood
restaurant in Santa Ana, California. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case
No. 22-11188) on July 17, 2022. In the petition signed by Hugo E.
Camacho, president, the Debtor disclosed up to $500,000 in both
assets and liabilities.
Judge Theodor C. Albert oversees the case.
The Law Offices of Michael Jay Berger is the Debtor's counsel.
EMPIRE INVESTMENTS: Taps Nichani Law Firm as Bankruptcy Counsel
---------------------------------------------------------------
Empire Investments, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to hire Nichani Law
Firm as its bankruptcy counsel.
The firm's services include:
(a) giving the Debtor legal advice with respect to its powers
and duties in the continued management of the estate;
(b) representing the Debtor in reclamation proceedings if
instituted in the court by creditors;
(c) preparing legal papers; and
(d) performing all other necessary legal services for the
Debtor.
Vinod Nichani, Esq., the firm's attorney who will be providing the
services, will be paid at his hourly rate of $425. Legal staff
rates are billed at $120 an hour.
The Debtor paid $21,738 to the firm as a retainer fee.
Mr. Nichani disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Vinod Nichani, Esq.
Nichani Law Firm
111 North Market Street, Suite 300
San Jose, CA 95113
Tel.: 408-800-6174
Fax: 408-290-9802
Email: vinod@nichanilawfirm.com
About Empire Investments
Empire Investments, LLC is a real estate company in California. It
conducts business under the name Empire Investments Team, LLC.
Empire Investments sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-50645) on July 25,
2022, disclosing assets between $1 million and $10 million and
liabilities between $100,000 and $500,000. Teri Nguyen, managing
member, signed the petition.
Judge Stephen L. Johnson oversees the case.
Vinod Nichani, Esq., at Nichani Law Firm, is the Debtor's counsel.
EYP GROUP: Disclosures Lacks Adequate Information, LPC Says
-----------------------------------------------------------
Long Point Capital Partners III, L.P., et al., submitted an
objection to the Motion of EYP Group Holdings, Inc., et al. for
Entry of an Order Approving Disclosure Statement and Granting
Related Relief.
The LPC Parties object to the Disclosure Statement Motion on two
grounds.
First, according to the LPC Parties, the Disclosure Statement lacks
the adequate information needed to allow creditors to make an
informed decision whether to accept or reject the Debtors' proposed
Plan. Among other things, the Disclosure Statement fails to inform
creditors that the LPC Parties' Indemnification Claims are much
larger than the Debtors estimate in their Liquidation Analysis. In
addition, the Disclosure Statement and related solicitation
materials repeatedly reference third-party releases (with respect
to which only voting creditors will be given an opt-out
opportunity). The operative section of the Plan for such releases,
however, does not contain third-party releases.
Second, the Debtors' Plan suffers from several deficiencies that
render it unconfirmable and which can and should be corrected
before the Plan is distributed to creditors for voting purposes.
These deficiencies include the following:
* The Plan improperly characterizes the LPC Note Claim (Class
A1) as unimpaired and denies the holders of these claim the right
to vote on the proposed Plan;
* The Plan fails to provide for the payment of post-petition
interest by EYP, Inc., a solvent debtor, to all holders of
unsecured claims, including holders of the LPC Note Claim, the LPC
Parties' Indemnification Claims, and General Unsecured Claims in
violation of sections 726 and 1129(a)(7) of the Bankruptcy Code;
* The Plan artificially impairs General Unsecured Claims (Class
A3) against EYP, Inc, a solvent debtor who has significant
resources available to pay these claims in full; without paying
such claims in full, the Plan nonetheless provides for substantial
distributions on account of structurally subordinated claims
against EYP Holdings and EYP Group Holdings in violation of the
absolute priority rule in section 1129(b)(2) of the Bankruptcy
Code;
* The Plan falsely states that no distributions will be made on
account of equity interests held by EYP, Inc.'s direct (EYP
Holdings) and indirect (EYP Group Holdings) parents, even though
the Debtors intend to upstream over $30 million from EYP, Inc. to
these Debtors for the purpose of making distributions to holders of
Redemption Note Claims, Group I Note Claims, Group II Note Claims
and SBS Equity Owner Claims (including insiders), all of which are
structurally subordinated to unsecured creditors of EYP, Inc.;
* The Plan purports to strip the LPC Parties of their setoff and
recoupment defenses in violation of section 553 and sections
1129(1) and (2) of the Bankruptcy Code; and
* Assuming that the Debtors intend to include third-party
releases under Section 6.5 of the Plan, the Disclosure Statement
and Plan impermissibly seek to bind holders of claims in an
Unimpaired Class (including the holders of the LPC Note Claim and
LPC Parties' Indemnification Claims) solely on the ground that such
holder, under Section 1126(f) of the Bankruptcy Code, is
conclusively presumed to have accepted the Plan.
Each of these Plan flaws should be corrected before the Plan is
allowed to be distributed to creditors for voting purposes.
Co-Counsel for Long Point Capital Partners III, L.P., Long Point
Capital Fund III, L.P., Long Point Capital, Inc., Ira Starr, Eric
Von Stroh and Norman Scherr:
Patrick J. Reilley, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: (302)-652-3131
E-mail: preilley@coleschotz.com
- and -
Dianne F. Coffino, Esq.
Martin E. Beeler, Esq.
COVINGTON & BURLING LLP
620 Eighth Avenue
New York, NY 10018
Tel: (212) 841-1043
E-mail: dcoffino@cov.com
mbeeler@cov.com
About EYP Group Holdings
EYP Group Holdings, Inc., is an integrated design firm specializing
in higher education, healthcare, government and science and
technology.
EYP Group Holdings and affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 22-10367) on April 24,
2022. In the petition filed by Kefalari Mason, as authorized
officer, EYP Group Holdings estimated assets between $50 million
and $100 million and liabilities between $100 million and $500
million.
The cases are assigned to Judge Mary F. Walrath.
The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel;
Hollingsworth LLP as special counsel; Carl Marks Advisory Group,
LLC as investment banker, and Alex Roque of Berkeley Research
Group, LLC as interim chief financial officer. Epiq Corporate
Restructuring, LLC is the claims and noticing agent and
administrative advisor.
Ault Alliance, Inc., the DIP lender, is represented by Mintz Levin
Cohn Ferris Glovsky and Popeo, P.C. and Morris Nichols Arsht &
Tunnell, LLP.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on May 4, 2022. The committee is
represented by Bernstein Shur Sawyer & Nelson, P.A.
FAIRMONT ORTHOPEDICS: Seeks Cash Collateral Access on Final Basis
-----------------------------------------------------------------
Fairmont Orthopedic Sports Medicine, PA asks the U.S. Bankruptcy
Court for the District of Minnesota for authority to use cash
collateral on a final basis from September 17 through November 15,
2022.
The Debtor requires the use of cash collateral to, among other
things, pay their regularly occurring bills and such adequate
protection to the secured lenders in the case, Profinium, Inc. and
the United States Small Business Administration.
The financial issues suffered by the Debtor are primarily COVID
related, and the Debtor is well on its way to recovering from that
momentary dip in its finances. Prior to the filing of the Chapter
11, the Debtor's principal lender obtained a judgment for various
loans taken out by the Debtor and related entities. Although
several months of negotiations were entered into by Dr. Welchlin
and his team, no compromise could be reached, and the Debtor made
the reluctant decision to file for reorganization. The Debtor hopes
its reorganization will allow it to keep serving the public in
several small-towns in Minnesota and Iowa which often have trouble
bringing in and keeping medical specialty services such as those
offered by the Debtor.
As adequate protection for Profinium, the Debtor proposes to grant
replacement liens in the collateral; report and account for the use
of any cash proceeds by the Debtor on a monthly basis; keep the
cash and other personal property collateral insured; and pay
Profinium $5,000 per month.
As adequate protection for the SBA, the Debtor proposes to grant
replacement liens in the collateral; report and account for the use
of any cash proceeds by the Debtor on a monthly basis; keep the
cash and other personal property collateral insured; and pay the
SBA an amount equal to the payments on the EIDL, a total of $731
per month.
The Debtor projects to be able to maintain the value of the cash
collateral during the course of the case.
The Debtor proposes to grant Profinium and the SBA replacement
liens in any new post-petition assets generated by Debtor having
the same dignity, priority and extent as existed on the Petition
Date.
A hearing on the matter is set for September 14, 2022 at 10:30
a.m.
A copy of the motion is available at https://bit.ly/3Q5fpMA from
PacerMonitor.com.
About Fairmont Orthopedics
Fairmont Orthopedics & Sports Medicine, P.A., treats injuries and
diseases of the knee, hip, back, shoulder, hand and foots. The
Company offers pain management, surgery, orthopedics, podiatry,
back and spine, physical therapy, and other related services.
Fairmont Orthopedics serves customers in the State of Minnesota.
Fairmont Orthopedics & Sports Medicine filed a petition for relief
under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Minn. Case No. 22-30926) on June 9, 2022. In the
petition filed by Corey Welchlin MD, as president, the Debtor
estimated assets and liabilities between $1 million and $10 million
each.
The case is assigned to Honorable Bankruptcy Judge Katherine A.
Constantine.
Kenneth C. Edstrom, Esq., at Sapientia Law Group, is the Debtor's
counsel.
Steven B. Nosek has been appointed as Subchapter V trustee.
FEI HUANG: Gets Interim Cash Collateral Access
----------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Western Division, authorized Fei Huang, LLC to use cash collateral
on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to pay its operating
expenses.
The Debtor may use cash collateral until the earlier of (i)
September 9, 2022, and (ii) the occurrence of a Termination Event.
Prior to the Petition Date, the Debtor and Silver Hill Funding, LLC
entered into a Business Loan Agreement pursuant to which Silver
Hill agreed to extend a loan to the Debtor in the amount of
$1,350,000, evidenced by that certain Promissory Note, dated
February 26, 2020, executed and delivered by Debtor to Silver
Hill.
As security for repayment of the Note, the Debtor executed and
delivered to Silver Hill an Open-End Mortgage, dated February 26,
2020, recorded with the Lucas County Recorder's Office on February
28, 2020 as Instrument No. 20200228-0008652. The Mortgage granted
Silver Hill a mortgage security interest, in the real property
commonly known as 1100 North McCord Road, Toledo, Ohio 43615, PPN
6546277, as more fully described in the Mortgage.
As further security for the obligations owing pursuant to the Note,
the Debtor executed and delivered to Silver Hill an Assignment of
Rents, dated February 26, 2020, recorded with the Lucas County
Recorder's Office on February 28, 2020, as Instrument No.
20200228-000865. Pursuant to the Assignment, the Debtor assigned to
Silver Hill all of its title, right and interest to any and all
income or proceeds derived from the Mortgaged Property.
As evidenced by the allonge attached to the Note, the Corporate
Assignment of Mortgage, executed by Silver Hill in favor of
Community Loan Servicing, LLC, dated September 8, 2021 and recorded
with the Lucas County Recorder's Office on September 15, 2021 as
Instrument No. 20210915-0049003; and the Assignment of Assignment
of Rents, executed by Silver Hill in favor of Lender, dated
September 8, 2021 and recorded with the Lucas County Recorder's
Office on September 15, 2021 as Instrument No. 20210915-0049004,
the Loan Documents were assigned by Silver Hill to the Lender.
Prior to the Petition Date, the Debtor failed to make payments
pursuant to the terms of the Note, thereby defaulting on its
obligations pursuant to the Note and other Loan Documents.
As of the Petition Date, the Debtor was indebted and liable to
Lender in the aggregate principal amount of $1,334,192, exclusive
of accrued and unpaid interest, escrows, reserves, fees, costs, and
expenses.
The proceeds of the Mortgaged Property, including the rents, are
the cash collateral of the Lender.
As adequate protection, the Lender is granted valid, binding,
continuing, enforceable, unavoidable and fully perfected,
postpetition Liens on all of the Debtor's rights in tangible and
intangible assets, in the same order and priority as existed as to
the cash collateral as of the Petition Date.
As additional adequate protection to the Lender, the Debtor will
make monthly adequate protection payments to the Lender, as
follows: (i)a payment in the amount of $1,500 to be made upon entry
of the Interim Order and applied towards the Debtor's obligations
to make an Adequate Protection Payment for August 2022: (ii) a
payment in the amount of $1,500 to be made upon September 9, in
satisfaction of the Debtor's Adequate Protection Payment for
September 2022; and (iii) thereafter, on or before the 9th calendar
day of each subsequent month, a payment in the amount of $9,075
representing the principal and interest payment due under the Loan
Documents at the non default rate.
These events constitute an "Event of Default:"
a. The occurrence of the date that is three business days
after written notice by counsel to Lender to counsel for the Debtor
that the Debtor has failed to make any Adequate Protection Payment
required by the Interim Order when due and the outstanding payment
is not made within such three business days;
b. The occurrence of the date that is three business days
after written notice by counsel to Lender to counsel for the Debtor
that a Budget Variance Report shows a variance that is a Prohibited
Variance.
c. The occurrence of the date that is three business days
after written notice by counsel to Lender to counsel for the Debtor
that the Debtor failed to timely provide the Adequate Protection
Information, in a form reasonably acceptable to the Lender;
d. The Debtor's failure to provide Lender with a term sheet
outlining its proposed treatment of Lender and all other creditors
pursuant to a plan in a manner reasonably accepted to Lender by
September 23, 2022;
e. The Debtor's failure to seek employment of a reputable and
experienced property manager, reasonably acceptable to the Lender,
by September 9, 2022;
f. The Debtor's failure to file a plan implementing the Plan
Term Sheet, or filing a motion seeking to sell all of the Debtor's
assets in a torm reasonably acceptable to Lender by October 7,
2022;
g. The Debtor's failure to obtain entry of a Final Order by
October 7,2022; or
h. The Debtor's post-petition execution of a lease with a
tenant for the terms that are less than $13/square foot, triple net
terms, unless otherwise approved by prior written consent of the
Lender.
A final hearing on the matter is set for October 13 at 2 p.m.
A copy of the motion is available at https://bit.ly/3wSOwop from
PacerMonitor.com.
About Fei Huang LLC
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, manager, the Debtor
disclosed between $1 million and $10 million in both assets and
liabilities.
Judge John P. Gustafson oversees the case.
Matthew Thomas Gilmartin, Esq., at Mike Jaafar Law Firm, is the
Debtor's counsel.
FINMARK STRATEGY: FG Unsecureds to Get Share of Income for 3 Years
------------------------------------------------------------------
Finmark Strategy Partners, LLC and FG Capital Holdings, LLC, filed
with the U.S. Bankruptcy Court for the Middle District of Florida a
Joint Plan of Reorganization dated August 29, 2022.
FG is a Delaware limited liability company located in Naples,
Florida. FG is an investment holding company which was formed to
provide financing to a construction management company in Florida
known as Gates Group, LLC. Finmark is a consulting company and
service-based company.
The Debtors discovered that significant funds had been misdirected
by Gates to some of its related and affiliated entities without the
prior knowledge or consent of, and unbeknownst to, the Debtors. As
a result of the sweep and misdirected funds, Gates was not able to
pay its vendors and subcontractors, which have no relationship to
the Debtors, thereby preventing Gates from funding the completion
of its projects. As a result, these creditors made claims against
Fire under performance and payment bonds.
The Debtors filed the instant case to preserve the going concern
value of its business operations, to restructure its debt
obligations and ultimately allow for a successful reorganization
for all stakeholders, and to continue its mission of providing
financing and obtaining interests in construction management
companies.
Class 1 consists of the Allowed Unsecured Claims against FG. Class
1 Claimholders shall receive a pro rata distribution of FG's
Disposable Income over the term of 3 years from the Effective Date
after Administrative Claims, Priority Claims, and Priority Tax
Claims are satisfied in full. In addition to the receipt of
Debtor's Disposable Income, Class 1 Claimholders shall receive a
pro rata share of the net proceeds recovered from all FG Causes of
Action after payment of professional fees and costs associated with
such collection efforts, and after Administrative Claims, Priority
Claims, and Priority Tax Claims are paid in full. The maximum
Distribution to Class 1 Claimholders shall be equal to the total
amount of all Allowed Class 1 General Unsecured Claims. Class 1 is
Impaired.
Class 2 consists of the Allowed Unsecured Claims against Finmark.
Class 2 Claimholders shall receive a pro rata distribution of the
following: (1) a $50,000.00 one-time cash payment on the Effective
Date (or may be elected to fund the Liquidating Trust); and (2) the
net monthly proceeds of a consulting agreement between Finmark and
Geneva Family Office, LLC. The first monthly payment from the
consulting agreement will occur on the Effective Date.
Additionally, Class 2 Claimholders shall receive a pro rata share
of the net proceeds recovered from all Causes of Action after
payment of professional fees and costs associated with such
collection efforts, and after Administrative Claims, Priority
Claims, and Priority Tax Claims are paid in full. The maximum
Distribution to Class 2 Claimholders shall be equal to the total
amount of all Allowed Class 2 General Unsecured Claims. Class 2 is
Impaired.
Class 3 consists of all equitable interests in FG. Class 3 Interest
Holders shall retain their respective interests in FG in the same
proportions such Interest were held as of the Petition Date. Class
3 is Unimpaired.
Class 4 consists of all equitable interests in Finmark. Class 4
Interest Holders shall retain their respective interests in Finmark
in the same proportions such Interest were held as of the Petition
Date. Class 4 is Unimpaired.
Funds generated from operations through the Effective Date will be
used for Plan Payments; however, the Debtors' cash on hand as of
Confirmation will be available for payment of Administrative
Expenses.
The Plan contemplates that Debtors will continue to manage and
operate their business in the ordinary course, but with
restructured debt obligations. The Debtor shall file any financial
projections related to the Debtor's financial performance at least
14 days prior to any hearing on confirmation of the Plan.
The Plan contemplates that Finmark will enter into a consulting
agreement (the "Agreement") with Geneva Family Office, LLC, and
such Agreement will provide an infusion of cash to the Class 2
Claimholders. Geneva shall pay Finmark a lump-sum payment of
$50,000.00 on the Effective Date in exchange for the services
defined in the Agreement.
Additionally, Geneva shall pay Finmark $5,000.00 per month in
exchange for the services defined in the Agreement for at least a
three-year period with an option, solely by Geneva, to extend on a
year to year basis. If this Plan is not confirmed, the Agreement
will become null and void. The Agreement is explicitly conditioned
upon confirmation of the Plan.
A full-text copy of the Joint Plan of Reorganization dated August
29, 2022, is available at https://bit.ly/3B6ChqC from
PacerMonitor.com at no charge.
Counsel for Debtors:
Justin M. Luna, Esq.
Benjamin R. Taylor, Esq.
Latham Luna Eden & Beaudine LLP
201 S. Orange Avenue Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
About Finmark Strategy Partners
Finmark Strategy Partners LLC provides management, scientific,and
technical consulting services.
Finmark Strategy Partners sought protection under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-00580) on May 31, 2022. In the petition filed by Miguel
Castillo, as manager, Finmark Strategy Partners listed estimated
assets between $1 million and $10 million and estimated liabilities
between $1 million and $10 million.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP is the
Debtor's counsel.
Michael C Markham has been appointed as Subchapter V trustee.
FIRST GUARANTY: Taps Dentons US as Bankruptcy Counsel
-----------------------------------------------------
First Guaranty Mortgage Corp. and Maverick II Holdings, LLC,
received approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Dentons US, LLP to serve as legal counsel in
their Chapter 11 cases.
The firm's services include:
a. providing legal advice with respect to the Debtors' powers
and duties in the continued operation of their business and
management of their property;
b. attending meetings and negotiating with representatives of
creditors and other parties in interest and consulting on the
conduct of the cases, including all of the legal and administrative
requirements of operating in Chapter 11;
c. taking necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on their
behalf, the defense of any actions commenced against the estates,
negotiations concerning all litigation in which the Debtors may be
involved and objections to claims filed against the estates;
d. reviewing and preparing necessary documents and
agreements;
e. reviewing and preparing legal papers;
f. advising the Debtors in connection with any sale of
assets;
g. negotiating and preparing any Chapter 11 plan, disclosure
statement and all related documents, and taking any necessary
action to obtain confirmation of such plan;
h. reviewing and objecting to claims;
i. analyzing, recommending, preparing, and bringing any causes
of action created under the Bankruptcy Code;
j. appearing before the bankruptcy court, any appellate
courts, and the Office of the U.S. Trustee; and
k. performing all other necessary legal services for the
Debtors.
The hourly rates charged by the firm for its services are as
follows:
Partners $535 to $1,385 per hour
Of Counsel $725 to $1,260 per hour
Associates $420 to $730 per hour
Paralegals $360 to $380 per hour
In addition, the firm will seek reimbursement for work-related
expenses.
Dentons received payments in the total amount of $1,556,819 for
pre-bankruptcy services, which included a pre-bankruptcy retainer,
during the year prior to the Debtors' bankruptcy filing.
Samuel Maizel, Esq., a partner at Dentons, disclosed in a court
filing that his firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
Mr. Maizel also made the following disclosures in response to the
request for additional information set forth in Paragraph D.1 of
the Revised U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing arrangements
for this engagement?
Answer: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Answer: No.
Question: If you represented the client in the 12 months
pre-petition, 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 reasons for the difference.
Answer: Dentons represented the client during the 12 month
period pre-petition. The material financial terms for the
pre-petition engagement remained the same as the engagement was
hourly-based subject to economic adjustment. The billing rates and
material financial terms for the post-petition period remain the
same as the pre-petition period subject to an annual economic
adjustment. The standard hourly rates of Dentons are subject to
periodic adjustment in accordance with the firm's practice.
Question: Has your client approved your respective budget and
staffing plan, and, if so, for what budget period?
Answer: The Debtors and Dentons expect to develop a
prospective budget and staffing plan to comply with the U.S.
Trustee's requests for information and additional disclosures,
recognizing that in the course of these large
Chapter 11 cases, there may be unforeseeable fees and expenses that
will need to be addressed by the Debtors and Dentons.
Dentons can be reached at:
Samuel R. Maizel, Esq.
Tania M. Moyron, Esq.
Malka S. Zeefe, Esq.
601 S. Figueroa Street, Suite 2500
Los Angeles, CA 90017
Telephone: (213) 623-9300
Email: samuel.maizel@dentons.com
tania.moyron@dentons.com
malka.zeefe@dentons.com
About First Guaranty Mortgage
First Guaranty Mortgage Corporation -- https://fgmc.com -- was a
full service, non-bank mortgage lender, offering a full suite of
residential mortgage options tailored to borrowers' different
financial situations. It was one of the leading independent
mortgage companies in the United States that originated residential
mortgages through a national platform.
Just before the bankruptcy filing, as a result of an extreme and
unanticipated liquidity crisis and resultant inability to obtain
additional capital, FGMC ceased all of its mortgage loan
origination activity and separated nearly 80% of its workforce.
FGMC and an affiliate commenced Chapter 11 cases to evaluate their
options, accommodate their customers, and maximize and preserve
value for all stakeholders.
FGMC and affiliate, Maverick II Holdings, LLC, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 22-10584) on June 30, 2022. In the petition signed by
Aaron Samples, chief executive officer, FGMC disclosed up to $1
billion in both assets and liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Dentons US, LLP and Pachulski Stang Ziehl and
Jones, LLP as bankruptcy counsels; and FTI Consulting, Inc. as
restructuring advisor. Kurtzman Carson Consultants, LLC is the
claims and notice agent and administrative advisor.
LVS II SPE XXXIV LLC, as cash flow DIP lender, is represented by
lawyers at Greenberg Traurig, LLP. LVS is an indirect subsidiary of
a private investment managed by Pacific Investment Management
Company LLC. B2 FIE IV LLC, an affiliate of the DIP lender, owns
100% of the equity interests of FGMC.
Barclays Bank PLC serves as DIP repo agent and DIP repo prchaser
while Barclays Capital Inc. serves as DIP MSFTA counterparty. They
are represented by Hunton Andrews Kurth, LLP and Potter Anderson &
Corroon, LLP.
FIRST GUARANTY: Taps Kurtzman as Administrative Advisor
-------------------------------------------------------
First Guaranty Mortgage Corp. and Maverick II Holdings, LLC,
received approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Kurtzman Carson Consultants, LLC as their
administrative advisor.
The Debtors require an administrative advisor for its bankruptcy
administrative services, which include:
a. assisting in the preparation of the Debtors' schedules of
assets and liabilities, schedules of executory contracts and
unexpired leases, and statements of financial affairs;
b. assisting in the solicitation, balloting, tabulation and
calculation of votes, and preparing reports in support of
confirmation of any Chapter 11 plan;
c. generating an official ballot certification and testifying,
if necessary, in support of the ballot tabulation results for any
Chapter 11 plan; and
d. generating, providing and assisting with claims objections,
exhibits, claims reconciliation and related matters.
The Debtors provided the firm a retainer in the amount of $70,000
prior to their bankruptcy filing.
Evan Gershbein, executive vice president of Kurtzman's Corporate
Restructuring Services, disclosed in court filings that the firm is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.
Kurtzman can be reached through:
Evan Gershbein
Kurtzman Carson Consultants, LLC
222 N. Pacific Coast Highway, 3rd Floor
El Segundo, CA 90245
Phone: 310.751.1803
Email: egershbein@kccllc.com
About First Guaranty Mortgage
First Guaranty Mortgage Corporation -- https://fgmc.com -- was a
full service, non-bank mortgage lender, offering a full suite of
residential mortgage options tailored to borrowers' different
financial situations. It was one of the leading independent
mortgage companies in the United States that originated residential
mortgages through a national platform.
Just before the bankruptcy filing, as a result of an extreme and
unanticipated liquidity crisis and resultant inability to obtain
additional capital, FGMC ceased all of its mortgage loan
origination activity and separated nearly 80% of its workforce.
FGMC and an affiliate commenced Chapter 11 cases to evaluate their
options, accommodate their customers, and maximize and preserve
value for all stakeholders.
FGMC and affiliate, Maverick II Holdings, LLC, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 22-10584) on June 30, 2022. In the petition signed by
Aaron Samples, chief executive officer, FGMC disclosed up to $1
billion in both assets and liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Dentons US, LLP and Pachulski Stang Ziehl and
Jones, LLP as bankruptcy counsels; and FTI Consulting, Inc. as
restructuring advisor. Kurtzman Carson Consultants, LLC is the
claims and notice agent and administrative advisor.
LVS II SPE XXXIV LLC, as cash flow DIP lender, is represented by
lawyers at Greenberg Traurig, LLP. LVS is an indirect subsidiary of
a private investment managed by Pacific Investment Management
Company LLC. B2 FIE IV LLC, an affiliate of the DIP lender, owns
100% of the equity interests of FGMC.
Barclays Bank PLC serves as DIP repo agent and DIP repo prchaser
while Barclays Capital Inc. serves as DIP MSFTA counterparty. They
are represented by Hunton Andrews Kurth, LLP and Potter Anderson &
Corroon, LLP.
FIRST GUARANTY: Taps Pachulski as Co-Counsel
--------------------------------------------
First Guaranty Mortgage Corp. and Maverick II Holdings, LLC,
received approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Pachulski Stang Ziehl & Jones, LLP as
co-counsel with Dentons US, LLP.
The firm's services include:
a. providing legal advice regarding local rules, practices and
procedures;
b. reviewing and commenting on drafts of documents to ensure
compliance with local rules, practices and procedures;
c. filing documents as requested by co-counsel, Dentons US
LLP, and coordinating with the Debtors' claims agent for service of
documents;
d. preparing agenda letters, certificates of no objection,
certifications of counsel, and notices of fee applications and
hearings;
e. preparing hearing binders of documents and pleadings,
printing of documents and pleadings for hearings;
f. appearing in court and at any meeting of creditors;
g. monitoring the docket for filings and coordinating with
Dentons on pending matters that need responses;
h. preparing and maintaining critical dates memorandum to
monitor pending applications, motions, hearing dates and other
matters and the deadlines associated with same, and distributing
critical dates memorandum with Dentons for review;
i. handling inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the general status
of the cases, and, to the extent required, coordinating with
Dentons on any necessary responses; and
j. providing additional administrative support to Dentons, as
requested.
The hourly rates charged by the firm for its services are as
follows:
Partners $945 to $1,775 per hour
Of Counsel $725 to $1,425 per hour
Associates $675 to $825 per hour
Paraprofessionals $460 to $495 per hour
In addition, the firm will seek reimbursement for work-related
expenses.
Pachulski received payments in the amount of $300,000 during the
year prior to the Debtors' bankruptcy filing.
Laura Davis Jones, Esq., a partner at Pachulski, disclosed in a
court filing that her firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
Ms. Jones also made the following disclosures in response to the
request for additional information set forth in Paragraph D.1 of
the Revised U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing arrangements
for this engagement?
Answer: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Answer: No.
Question: If you represented the client in the 12 months
pre-petition, 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 reasons for the difference.
Answer: Pachulski represented the client during the 12-month
period pre-petition. The material financial terms for the
pre-petition engagement remained the same as the engagement was
hourly-based subject to economic adjustment. The billing rates and
material financial terms for the post-petition period remain the
same as the pre-petition period subject to an annual economic
adjustment. The standard hourly rates of Pachulski are subject to
periodic adjustment in accordance with the firm’s practice.
Question: Has your client approved your respective budget and
staffing plan, and, if so, for what budget period?
Answer: The Debtors and Pachulski expect to develop a
prospective budget and staffing plan to comply with the U.S.
trustee's requests for information and additional disclosures,
recognizing that in the course of these large Chapter 11 cases,
there may be unforeseeable fees and expenses that will need to be
addressed by the Debtors and the firm.
Pachulski can be reached at:
Laura Davis Jones, Esq.
Pachulski Stang Ziehl & Jones, LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
About First Guaranty Mortgage
First Guaranty Mortgage Corporation -- https://fgmc.com -- was a
full service, non-bank mortgage lender, offering a full suite of
residential mortgage options tailored to borrowers' different
financial situations. It was one of the leading independent
mortgage companies in the United States that originated residential
mortgages through a national platform.
Just before the bankruptcy filing, as a result of an extreme and
unanticipated liquidity crisis and resultant inability to obtain
additional capital, FGMC ceased all of its mortgage loan
origination activity and separated nearly 80% of its workforce.
FGMC and an affiliate commenced Chapter 11 cases to evaluate their
options, accommodate their customers, and maximize and preserve
value for all stakeholders.
FGMC and affiliate, Maverick II Holdings, LLC, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 22-10584) on June 30, 2022. In the petition signed by
Aaron Samples, chief executive officer, FGMC disclosed up to $1
billion in both assets and liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Dentons US, LLP and Pachulski Stang Ziehl and
Jones, LLP as bankruptcy counsels; and FTI Consulting, Inc. as
restructuring advisor. Kurtzman Carson Consultants, LLC is the
claims and notice agent and administrative advisor.
LVS II SPE XXXIV LLC, as cash flow DIP lender, is represented by
lawyers at Greenberg Traurig, LLP. LVS is an indirect subsidiary of
a private investment managed by Pacific Investment Management
Company LLC. B2 FIE IV LLC, an affiliate of the DIP lender, owns
100% of the equity interests of FGMC.
Barclays Bank PLC serves as DIP repo agent and DIP repo prchaser
while Barclays Capital Inc. serves as DIP MSFTA counterparty. They
are represented by Hunton Andrews Kurth, LLP and Potter Anderson &
Corroon, LLP.
FREE SPEECH: Sandy Hook Parents Want Jones Out of Case
------------------------------------------------------
Daniel Gill and Alex Wolf of Bloomberg Law reports that Sandy Hook
parents want Alex Jones out of Infowars bankruptcy case.
Sandy Hook victims' families asked a court to remove Alex Jones and
his bankrupt company that runs conspiracy website Infowars from
controlling its operations and Chapter 11 proceedings, arguing that
the right-wing radio host improperly seized millions of dollars in
assets.
"There are no honest debtors here," the victims’ families said in
a filing Thursday at the US Bankruptcy Court for the Southern
District of Texas. "Since the Sandy Hook Families filed their
lawsuits, the Debtor has systematically transferred millions of
dollars to Alex Jones and his relatives and insider entities."
Free Speech Systems LLC, the Jones-controlled company that operates
Infowars, should be removed as "debtor in possession" of its
bankruptcy case, the families said. That would leave an independent
trustee in charge of the case filed under the small business
section of Chapter 11, known as Subchapter V.
Free Speech Systems filed for bankruptcy in July, after some
victims’ families won judgments in their defamation lawsuits
against the company and Jones for his lies that the 2012 school
shooting was a hoax. In one recent case, a jury awarded parents of
a child killed in the shooting nearly $50 million in damages.
Jones himself took between $18 million and $62 million from Free
Speech since the families filed suit—even though the company was
allegedly insolvent—according to the Thursday filing.
A Houston attorney, Melissa Haselden, is working as a
court-appointed trustee in Free Speech's Subchapter V case. But
Haselden should independently be in charge of the case and company
operations, the Sandy Hook families said.
A trustee is automatically appointed in Subchapter V, but the
filing company typically remains in charge of operations.
Bankruptcy laws permit a trustee to take over control in cases of
fraud, dishonesty, or incompetence.
Having a trustee take over the affairs of a corporate debtor
happens from time to time but it's an "extreme remedy" made on a
case-by-case basis, said bankruptcy attorney Bridget M. Dennis of
Shutts & Bowen LLP.
"It should be noted that cause for appointment of a trustee has to
be shown by clear and convincing evidence," she said. "This is a
fairly high standard."
W. Marc Schwartz, appointed by Free Speech as its chief
restructuring officer, and the company have attempted to abuse the
bankruptcy code to avoid paying the Sandy Hook families, the
victims' families said.
Prior to the bankruptcy, the Sandy Hook families sued Jones and
others, alleging that Free Speech transferred its assets to keep
them away from the reach of creditors, including the families.
While the Sandy Hook defamation cases were pending, Free Speech
also "concocted" a $54 million secured debt to PQPR Holdings Ltd.
LLC, a company ultimately owned by Jones and his parents, the
families said. Payments on this debt were "designed to shift assets
and obligations as best suits their needs," they said.
Schwartz, who serves as the purportedly disinterested CRO, "appears
to have performed no inquiry into Jones's transfers" of Free
Speech’s assets to see whether they can be clawed back by the
bankruptcy estate, even though the families have sued to assert
such claims, they said.
The families also claim that Schwartz has a conflict of interest,
having previously served as CRO for three Infowars companies that
previously filed Chapter 11. The debtors in those cases eventually
agreed to dismiss their bankruptcy.
The families also want the court to appoint an official committee
to represent them as holders of tort claims against Free Speech and
Jones. In ordinary Chapter 11 cases, a committee of unsecured
creditors is routinely appointed.
About Free Speech Systems
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 has been appointed as Subchapter V trustee.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is the Debtor's counsel.
FUSION PROMOTIONS: Hearing Tuesday on Cash Collateral Access
------------------------------------------------------------
Fusion Promotions & Marketing LLC asks the U.S. Bankruptcy Court
for the Northern District of Georgia, Atlanta Division, for
authority to use cash collateral in accordance with the budget,
with a 15% variance.
The Debtor requires the use of cash collateral to pay the operating
expenses of its promotion and marketing business.
The U.S. Small Business Administration may assert a lien upon and
security interest in the Debtor's assets as more particularly
described in the UCC Financing Statement number 38-2020-035841,
filed on June 30, 2020 in the records of the Coweta County Clerk of
Superior Court. As adequate protection, the SBA will be granted a
security interest in and lien upon all of Debtor’s assets created
or acquired by Debtor post-petition.
A hearing on the Debtor's request is set for September 6, 2022.
A copy of the motion and the Debtor's September 2022 budget is
available at https://bit.ly/3eiQ5oV from PacerMonitor.com.
The budget provides for $75,425 in gross profit and $68,252 in
total expenses.
About Fusion Promotions & Marketing LLC
Fusion Promotions & Marketing LLC is a provider of brand
representation talents.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-56872) on August 31,
2022. In the petition signed by Matthew Burns, CEO, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Paul Baisier oversees the case.
Cameron M. McCord, Esq. at Jones & Walden, LLC is the Debtor's
counsel.
HANJRA TRUCKING: Files Subchapter V Case
----------------------------------------
Hanjra Trucking Inc. sought bankruptcy protection in New York. The
Debtor filed as a small business debtor seeking relief under
Subchapter V of Chapter 11 of the Bankruptcy Code.
Hanjra Trucking estimates between 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 22, 2022, at 3:00 PM at Room 562, 560 Federal Plaza, CI, NY.
About Hanjra Trucking
Hanjra Trucking Inc. is a licensed and bonded freight shipping and
trucking company running freight hauling business.
Hanjra Trucking Inc. filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-72237). In the petition filed by Kuljinder Mickey Singh Hanjra,
as president, the Debtor reported assets and liabilities between $1
million and $10 million each.
Salvatore LaMonica has been appointed as Subchapter V trustee.
The Debtor is represented by Charles Wertman of Law Offices of
Charles Wertman P.C.
HBL SNF: Unsecureds to Get 100 Cents on Dollar in Subchapter V Plan
-------------------------------------------------------------------
HBL SNF LLC d/b/a Epic Rehabilitation and Nursing at White Plains,
filed with the U.S. Bankruptcy Court for the Southern District of
New York a Chapter 11 Subchapter V Plan of Reorganization dated
August 29, 2022.
The Debtor is a 160-bedroom skilled nursing and rehabilitation
facility located at 120 Church Street, White Plains, New York,
which opened in late 2019.
Although the Debtor is generally financially and operationally
sound, it was forced to file the Chapter 11 Case as a result of
litigation commenced by its landlord, White Plains Healthcare
Properties I, LLC ("WPHP" or the "Landlord"), captioned White
Plains Healthcare Properties I, LLC v. HBL SNF, LLC, et al., Index
No. 60278-20 (N.Y. Sup. Ct. 2020) (the "Landlord Litigation"),
which threatened to terminate the Debtor's real estate lease for
its operating premises.
Following protracted negotiations, the parties' discussions
culminated in a Purchase and Sale Agreement (the "Purchase and Sale
Agreement"), by and among the Landlord, CCC Equities, LLC, the
Congress Companies, Howard Fensterman, and William Nicholson
(collectively, the "WPHP Parties"), on the one hand, and the Debtor
or its newly formed affiliate (the "Purchaser"), Lizer Jozefovic
and Marc Neuman (collectively, the "HBL Parties"), on the other
hand.
Subject to approval by the Bankruptcy Court, and in accordance with
the other terms and conditions of the Purchase and Sale Agreement,
the Landlord agreed to sell, and the Debtor agreed to purchase, fee
simple title to the Premises, all improvements and personal
property thereon, and related rights (the "Purchase"), free and
clear of any and all liens, claims, mortgages and other
encumbrances (except certain limited permitted encumbrances), for a
purchase price of Seventy-Five Million Dollars ($75,000,000.00)
(the "Purchase Price").
The Purchase and Sale Agreement requires the Debtor to meet certain
milestones, including (i) providing notice of the Purchase and Sale
Agreement to the New York State Department of Health upon execution
thereof; (ii) delivering a term sheet for the Debtor's financing of
the Purchase Price on or before September 30, 2022; and (iii)
taking all steps to obtain entry of the Confirmation Order
approving the Plan and the Purchase and Sale Agreement by the
Bankruptcy Court on or before October 17, 2022. Closing of the
Purchase (the "Closing") is required to occur on or before November
30, 2022.
The Purchase and Sale Agreement additionally provides for full and
final resolution of the Landlord Litigation and all related
disputes among the parties. Specifically, upon Closing, the WPHP
Parties and the HBL Parties release each other from any and all
claims that were or could have been asserted relating to any
matters arising at any time through the date of Closing, including
but not limited to the Landlord Litigation and the other pending
litigations and all claims arising out of the transactions that are
the subject matter thereof. Upon Closing, all such pending
litigation will be dismissed with prejudice.
The Debtor believes that the terms of the Purchase and Sale
Agreement are fair and equitable and that entry into the Purchase
and Sale Agreement is in the best interests of the Debtor, its
estate and all creditors. The Purchase and Sale Agreement is the
product of protracted good-faith, arms-length negotiations between
the Debtor and the Landlord. By entry into the Purchase and Sale
Agreement, the Debtor will obtain full and final resolution of the
Landlord Litigation and related disputes and become the owner of
the Premises, allowing Reorganized HBL to continue providing the
highest quality care to its patients upon a successful emergence
from bankruptcy.
The Plan provides that the Debtor or Reorganized HBL will make
distributions for the payment in full of Allowed Administrative,
Allowed Secured and Allowed Priority Tax claims before making any
distributions to Allowed Class 3 General Unsecured Claims. The
Debtor projects that distributions to holders of Allowed General
Unsecured Claims will total 100 cents on the dollar.
Class 3(a) consists of the Landlord General Unsecured Claim.
Pursuant to the Purchase and Sale Agreement, contemporaneously with
the Closing of the Purchase, the Landlord General Unsecured Claim
shall be released, and the Class 3(a) Landlord General Unsecured
Claim shall automatically be deemed disallowed and expunged.
Class 3(b) consists of all other General Unsecured Claims not
otherwise classified. Each holder of a Class 3(b) Claim shall
receive Cash in an amount equal to the Allowed amount of its Class
3 Claim in equal semi-annual installments over a period of 3 years,
or such other time not to exceed 5 years as fixed by the Bankruptcy
Court, beginning on the later of (x) the Effective Date and (y) the
date on which each Class 3(b) Claim becomes an Allowed Claim, or as
soon thereafter as practicable, to be paid from the disposable
income from the Debtor's operations, after payment in full of all
Allowed Claims in Class 1 and Class 2, Priority Tax Claims and
other costs of administration, including Allowed Administrative
Claims.
The treatment and consideration to be received by the holders of
Class 3(a) and Class 3(b) Claims shall be in full and final
satisfaction, release and discharge of their respective Class 3(a)
and Class 3(b) Claims. Class 3(a) and Class 3(b) are Unimpaired
under the Plan.
The holder of Interests in the Debtor shall retain such Interests
in the Debtor and/or Reorganized HBL. The treatment and
consideration to be received by holders of Class 4 Interests shall
be in full settlement and final satisfaction of their respective
Interests. Class 4 is Unimpaired under the Plan.
The filing of the Plan shall constitute a motion for an order of
the Bankruptcy Court approving, and the Confirmation Order shall
constitute the Bankruptcy Court's approval of, the merger of the
Debtor into the Purchaser to form Reorganized HBL as of the
Effective Date. Reorganized HBL shall continue to operate the
business of the Debtor in the ordinary course following the
Effective Date and emergence from the bankruptcy proceedings and
shall continue to make the Distributions and otherwise fulfill the
Debtor's obligations under this Plan.
Except as otherwise provided in the Plan or Confirmation Order, as
of the Effective Date, all property of the Debtor's estate
(including Causes of Action) shall vest in Reorganized HBL, free
and clear of all Liens, Claims, charges or other encumbrances or
interests. Reorganized HBL may operate its business and may use,
acquire and dispose of property and compromise or settle any Claims
or Causes of Action without supervision or approval of the
Bankruptcy Court and free of any restrictions of the Bankruptcy
Code or Rules.
In accordance with Section 1123(b) of the Bankruptcy Code and Rule
9019, the filing of the Plan shall constitute a motion for an order
of the Bankruptcy Court approving, and the Confirmation Order shall
constitute the Bankruptcy Court's approval of, the Debtor's and/or
Reorganized HBL's entry into the Purchase and Sale Agreement, all
documents ancillary thereto or executed in connection therewith,
and all actions necessary or appropriate to consummate the
transactions contemplated thereby, as fair and equitable and in the
best interests of the Debtor's estate. Pending the Closing of the
Purchase, the Debtor shall be authorized to continue to operate,
maintain and preserve the Premises.
Unless otherwise indicated, the funds necessary to finance the
transactions contemplated hereby and make the Distributions and
other payments required by this Plan shall be paid from the
Debtor's or Reorganized HBL's "disposable income" as defined in
Section 1191(d) of the Bankruptcy Code.
A full-text copy of the Subchapter V Plan dated August 29, 2022, is
available at https://bit.ly/3RzxG5S from PacerMonitor.com at no
charge.
Counsel to the Debtor:
Tracy L. Klestadt, Esq.
Stephanie Sweeney, Esq.
Christopher Reilly, Esq.
Klestadt Winters Jureller Southard & Stevens, LLP
200 West 41st Street, 17th Floor
New York, NY 10036
Tel: (212) 972-3000
Fax: (212) 972-2245
Email: tklestadt@klestadt.com
ssweeney@klestadt.com
creilly@klestadt.com
About HBL SNF
HBL SNF, LLC, doing business as Epic Rehabilitation and Nursing at
White Plains, operates a 160-bedroom skilled nursing and
rehabilitation facility located at 120 Church St., White Plains,
N.Y. The facility, which opened in late 2019, provides an array of
healthcare services, including neurological, respiratory,
orthopedic, occupational, psychiatric, and many other medical and
rehabilitative services.
HBL SNF filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22623) on Nov. 1,
2021, listing $9,131,311 in total assets and $20,128,876 in total
liabilities. Heidi J Sorvino, Esq., at White and Williams, LLP
serves as Subchapter V trustee.
Judge Sean H. Lane oversees the case.
The Debtor tapped Klestadt Winters Jureller Southard & Stevens, LLP
as bankruptcy counsel; Michelman & Robinson, LLP as special
litigation counsel; and HMM CPAs, LLP as accountant.
Joseph J. Tomaino has been appointed as Patient Care Ombudsman for
the Debtor.
HJ DYNAMIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
HJ Dynamic Holdings, LLC (Lead Case) 22-10837
5239 Grand Avenue
Davenport, IA 52807
TS Dynamic Holdings, LLC 22-10838
Dynamic Restaurant Acquisition, Inc. 22-10839
TS Dynamic Acquisition, Inc. 22-10840
Business Description: The Debtors (a) own and operate (i) six
Happy Joe's Pizza & Ice Cream restaurants,
a chain of pizza and ice cream restaurants,
and (ii) two Tony Sacco's Coal Oven Kitchen
restaurants; and (b) indirectly franchise
the Happy Joe's concept to thirty-seven
franchisees in both the United States and
the Middle East and the Tony Sacco's concept
to two franchisees in the United States.
Chapter 11 Petition Date: September 2, 2022
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Kate J. Stickles
Debtors' Counsel: Mark Minuti, Esq.
Monique B. DiSabatino, Esq.
SAUL EWING ARNSTEIN & LEHR LLP
1201 N. Market Street, Suite 2300
P.O. Box 1266
Wilmington, DE 19899
Tel: (302) 421-6800
Fax: (302) 421-6813
Email: mark.minuti@saul.com
monique.disabatino@saul.com
- and -
A. Mayer Kohn, Esq.
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, PA 19102
Tel: (215) 972-7700
Fax: (215) 972-7725
Email: mayer.kohn@saul.com
Debtors'
Claims,
Noticing &
Balloting
Agent: OMNI AGENT SOLUTIONS
HJ Dynamic Holdings'
Estimated Assets: $500,000 to $1 million
HJ Dynamic Holdings'
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas A. Sacco as president and CEO.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SR2PQYQ/HJ_Dynamic_Holdings_LLC__debke-22-10837__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. LK Diversified, Inc Loan Obligation $1,163,363
fka Happy Joe's Pizza and
Ice Cream, Inc.
4108 Charles Ct
Bettendorf, IA 52722
Email: ljw60@icloud.com
2. Toan Group 8, LLC Lease Obligation $89,729
Attn: Paul Toan
2837 Fulton St
Berkeley, CA 94705
Email: paul.toan@comcast.ne
3. Steve & Dinah Wang Lease Obligation $44,855
Address Redacted
4. Mall at Great Lakes, LLC Lease Obligation $13,579
c/o Washington Prime Group, LP
Attn: Jess Hart
180 E Broad St
Columbus, OH 43215
Email: jess.hart@washingtonprime.com
5. Toscana Realty, LLC Lease Obligation $9,423
c/o Bradley Company, LLC
Attn: Jamie Demitruk
P.O. Box 540
South Bend, IN 46624-0540
Email: jdemitruk@bradleyco.com
6. Two Men & A Truck Trade Debt $2,700
5000 Tremont Ave, Ste 202
Davenport, IA 52807
Email: info0380@twomen.com
7. Performance Food Group Trade Debt $2,700
5030 Baseline Rd
Montgomery, IL 60538
Email: Erick.Peoples@pfgc.com
8. NNE Enterprise, LLC Lease Obligation $2,680
Attn: Nick Eissa, Manager
16586 E Elm Haven Dr
Hacienda Heights, CA 91745
Email: nickeissa@hotmail.com
9. Sage Software Trade Debt $2,316
14855 Collections Center Dr
Chicago, IL 60693
Email: nicole.dawson@sage.com
10. Ewert Plumbing and Heating Trade Debt $2,000
1316 W 4th St
Davenport, IA 52802
Email: meranda@ewertplumbing.com
11. PepsiCo, Inc Trade Debt $1,234
PepsiCo Sales, Inc & PepsiCola
Advertising & Marketing, Inc
Attn: Division Counsel
700 Anderson Hill Rd
Purchase, NY 10577
Email: julian.walton@pepsico.com
12. Joshen Paper & Packaging Co, Inc Trade Debt $750
5800 Grant Ave
Cuyahoga Heights, OH 44105
Email: psmith@joshen.co
13. Cintas Corporation Trade Debt $700
6800 Cintas Blvd
P.O. Box 625737
Cincinnati, OH 45262
Email: adamsa5@cintas.com
14. Aramark Uniform Services Trade Debt $600
2680 Palumbo Dr
Lexington, KY 40509
15. NuCo2 Inc Trade Debt $500
2800 SE Market Pl
Stuart, FL 34997
Email: customerservice@nuco2.com
16. Millenium Waste Inc Trade Debt $500
13606 Knoxville Rd
Milan, IL 61264
Email: olpmillenniumwaste@wcnx.org
17. Office Depot, LLC Trade Debt $261
6600 N Military Trl
Boca Raton, FL 33496
Fax: 800-685-5010
18. Mason's Window Trade Debt $100
Cleaning Services
934 S 27th St
South Bend, IN 46530
19. Gordon Food Service Trade Debt $76
5440 N Main St
Mishiwaka, IN 46545
Email: holly.sietsema@gfs.com
20. Mack the Knife, LLC Trade Debt $56
P.O. Box 1472
Dayton, OH 45101-1472
HOLLIDAY ROAD: Court Confirms Reorganization Plan
-------------------------------------------------
The Court has entered an order confirming Holliday Road Burgers,
LLC's Amended Plan of Reorganization filed on August 15, 2022,
pursuant to 11 U.S.C. Sec. 1191(a).
All such objections shall be filed within 60 days of the Effective
Date, as defined in the Plan.
Amended Plan
Under its Amended Plan, Holliday Road Burgers proposes to
restructure its current indebtedness and continue its operations to
provide a dividend to the creditors of Debtor.
The Debtor has maintained operations post-petition but has
struggled with labor issues. The Debtor has entered into an Agreed
Order with First Bank and is currently providing adequate
protection payments in the amount of $900 per month. The Debtor is
current on those payments. It is anticipated that after
confirmation, the Debtor will continue in business. Based upon the
projections, the Debtor believes it can service the debt to the
creditors.
These claimants will receive cash payments over a period of time
beginning on the Effective Date.
Under the Plan, holders of Class 4 Allowed Unsecured Claims will
share pro rata in the unsecured creditors pool. The Debtor shall
make monthly payments commencing 30 days after the Effective Date
of $500 into the unsecured creditors' pool. The amount represents
the Debtor's disposable income as that terms is defined in 11
U.S.C. section 1191(d). The Debtor shall make 60 payments into the
unsecured creditors pool. Based upon the Debtor's schedules and
the timely filed Proof of Claim the Class 4 creditors will receive
15% of their Allowed Claims under this Plan. Class 4 is impaired.
Proposed Attorneys for the Debtor:
Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Road, Suite 850
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
A copy of the Amended Plan of Reorganization dated August 24, 2022,
is available at https://bit.ly/3Amxf84 from PacerMonitor.com.
About Holliday Road Burgers
Holliday Road Burgers, LLC, which operates a restaurant known as
Gene's Tasty Burgers in Wichita Falls, Texas, sought Chapter 11
bankruptcy protection (Bankr. N.D. Texas Case No. 22-70053) on
April 4, 2022. In the petition filed by Daine Clay, as management
member, the Debtor disclosed up to $50,000 in estimated assets and
up to $500,000 in estimated liabilities.
Eric A. Liepins, Esq., is the Debtor's counsel.
HUCKLEBERRY PARTNERS: Oct. 6 Hearing on Disclosure and Plan
-----------------------------------------------------------
Judge Grace E. Robson has entered an order conditionally approving
the Disclosure Statement explaining the Plan of Huckleberry
Partners LLC.
A hearing to consider final approval of the Disclosure Statement
and confirmation of Plan will be held on Oct. 6, 2022 at 10:30 a.m.
in Courtroom D, Sixth Floor, of the United States Bankruptcy Court,
400 West Washington Street, Orlando, Florida 32801.
Any party objecting to the disclosure statement or confirmation of
the plan must file its objection no later than 7 days before the
date of the Confirmation Hearing.
Creditors and other parties in interest must file with the clerk
their written acceptances or rejections of the plan no later than 7
days before the date of the Confirmation Hearing.
Debtor's counsel must file a ballot tabulation no later than 2 days
before the date of the Confirmation Hearing.
No later than 28 days before the Confirmation Hearing, Debtor's
counsel must serve by mail the solicitation package upon all
creditors and parties in interest including the Internal Revenue
Service.
An election pursuant to 11 U.S.C. Sec. 1111(b) must be filed no
later than 7 days before the Confirmation Hearing.
About Huckleberry Partners
Huckleberry Partners LLC owns and operates a shopping center called
Waterford Commons, which is located at 12789 Waterford Lakes
Parkway, Orlando, Florida. Huckleberry Partners is a
member-managed company -- the only member with decision making
authority is Henry James Herborn, III.
Huckleberry Partners sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02159). In the
petition filed by Henry James Herborn, Ill, as managing member, the
Debtor estimated assets and liabilities between $1 million and $10
million each. Justin M Luna, Esq., at Latham, Luna, Eden &
Beaudine, LLP, is the Debtor's counsel.
The Debtor's Chapter 11 Plan and Disclosure Statement are due by
Oct. 17, 2022.
IFRESH INC: Eddie Chang Quits as CFO, Replacement Named
-------------------------------------------------------
Eddie Chang resigned as the chief financial officer of iFresh, Inc.
on Aug. 4, 2022.
On Aug. 16, 2022, Ms. Sufen Qin, a director, was appointed as the
CFO of the Company. Ms. Qin will continue to be a director of the
Company.
About iFresh Inc.
Headquartered in Long Island City, New York, iFresh Inc. --
http://www.ifreshmarket.com-- is an Asian American grocery
supermarket chain and online grocer on the east coast of U.S. With
eight retail supermarkets along the US eastern seaboard (with
additional stores in Connecticut opening soon), and one in-house
wholesale business strategically located in cities with a highly
concentrated Asian population, iFresh aims to satisfy the
increasing demands of Asian Americans (whose purchasing power has
been growing rapidly) for fresh and culturally unique produce,
seafood and other groceries that are not found in mainstream
supermarkets. With an in-house proprietary delivery network, online
sales channel and strong relations with farms that produce
Chinese specialty vegetables and fruits, iFresh is able to offer
fresh, high-quality specialty produce at competitive prices to a
growing base of customers.
iFresh Inc. reported a net loss of $8.29 million for the year ended
March 31, 2020, compared to a net loss of $12 million for the year
ended March 31, 2019. As of Dec. 31, 2020, the Company had $131.62
million in total assets, $110.33 million in total liabilities, and
$21.29 million in total shareholders' equity.
Friedman LLP, in New York, the Company's auditor since 2016, issued
a "going concern" qualification in its report dated Aug. 13, 2020,
citing that the Company has incurred significant operating losses,
has negative working capital of $28.6 million and is not in
compliance with its credit agreement. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
IFRESH INC: Jiandong Xu Quits as Director
-----------------------------------------
Jiandong (Peter) Xu resigned as a director of iFresh, Inc. Mr.
Xu's decision did not result from any disagreement with the Company
relating to its operations, policies or practice, according to a
Form 8-K filed with the Securities and Exchange Commission.
On Aug. 16, 2022, Mr. Wenbin Mu was elected to the Company's board
of directors by all members of the Board then in office to fill the
vacancy on the Board resulting from the resignation of Mr. Xu.
There are no family relationships between Mr. Wenbin Mu and any
director or other executive officer of the Company.
Mr. Mu has been employed by Golden Source Capital, Inc., a
crypto-currency company, as the chief marketing officer since
November 2020. He worked as a client relationship manager at
Dennis Law firm from December 2011 to December 2019, and as the
chief marketing officer at SKT Technologies Inc., a company
providing technology and communication services to food delivery
online applications, from January 2019 to May 2020. Mr. Mu worked
for Wanda Group Taiyuan Wanda Real Estate Development Co., Ltd., a
real estate developer, as the chief marketing officer from November
2006 to October 2008. From February 2004 to October 2006, he
worked as the chief marketing officer at Beijing Pengrun Real
Estate Development Co., Ltd. From November 2002 to December 2003,
he was the marketing manager of Jin Dian Group, a real estate
development company. Mr. Mu has an MBA degree from Renmin
University of China.
About iFresh Inc.
Headquartered in Long Island City, New York, iFresh Inc. --
http://www.ifreshmarket.com-- is an Asian American grocery
supermarket chain and online grocer on the east coast of U.S. With
eight retail supermarkets along the US eastern seaboard (with
additional stores in Connecticut opening soon), and one in-house
wholesale business strategically located in cities with a highly
concentrated Asian population, iFresh aims to satisfy the
increasing demands of Asian Americans (whose purchasing power has
been growing rapidly) for fresh and culturally unique produce,
seafood and other groceries that are not found in mainstream
supermarkets. With an in-house proprietary delivery network,
online sales channel and strong relations with farms that produce
Chinese specialty vegetables and fruits, iFresh is able to offer
fresh, high-quality specialty produce at competitive prices to a
growing base of customers.
iFresh Inc. reported a net loss of $8.29 million for the year ended
March 31, 2020, compared to a net loss of $12 million for the year
ended March 31, 2019. As of Dec. 31, 2020, the Company had $131.62
million in total assets, $110.33 million in total liabilities, and
$21.29 million in total shareholders' equity.
Friedman LLP, in New York, the Company's auditor since 2016, issued
a "going concern" qualification in its report dated Aug. 13, 2020,
citing that the Company has incurred significant operating losses,
has negative working capital of $28.6 million and is not in
compliance with its credit agreement. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
IKON WEAPONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ikon Weapons, LLC
234 Liberty Hill Church Rd
Mount Gilead, NC 27306
Business Description: Ikon is a manufacturer FFL07 and importer
of FFL09 firearms.
Chapter 11 Petition Date: September 2, 2022
Court: United States Bankruptcy Court
Western District of North Carolina
Case No.: 22-10132
Judge: Hon. George R. Hodges
Debtor's Counsel: John C. Woodman, Esq.
ESSEX RICHARDS, P.A.
1701 South Blvd.
Charlotte, NC 28203
Tel: 704-377-4300
Fax: 704-372-1357
Email: jwoodman@essexrichards.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Suliban Deaza as member manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OXZ2HKY/IKON_WEAPONS_LLC__ncwbke-22-10132__0001.0.pdf?mcid=tGE4TAMA
INNERSCOPE HEARING: GS Capital Forgives $3.5 Million Debt
---------------------------------------------------------
GS Capital Partners, LLC agreed to forgive certain convertible
promissory notes issued by Innerscope Hearing Technologies, Inc.
Specifically, convertible promissory notes in the following
principal amounts and executed on the following dates were forgiven
in their entirety, and all associated notes, pledge agreements and
security agreements are terminated: (i) a $60,000 convertible
promissory note dated January 30, 2020, (ii) a $195,000 convertible
promissory note dated February 5, 2021, (iii) a $262,000
convertible promissory note dated February 18, 2022, (iv) a
$262,000 convertible promissory note dated March 11, 2022 and (v) a
$262,000 convertible promissory note dated March 30, 2022, (v) a
$262,000 convertible promissory note dated April 13, 2022, (vi) a
$262,000 convertible promissory note dated April 29, 2022, (vii) a
$330,000 convertible promissory note dated May 24, 2022, (viii) two
$600,000 promissory notes dated May 24, 2022, each secured by a
different asset; (ix) a $113,335 promissory note dated June 23,
2022, (x) a $91,750 promissory note dated July 11, 2022, (xi) a
$124,125 promissory note dated July 21, 2022, and (xii) a $124,125
promissory note dated Aug. 4, 2022. In total, debt in the
principal amount of $3,548,335 owed by the Company was forgiven by
GS Capital Partners, LLC. As a result, the Company has no
outstanding convertible promissory notes issued to GS Capital
Partners, LLC or any other financial lender.
About InnerScope
Headquartered in Roseville, Calif., InnerScope --
http://www.innd.com/-- is a technology driven company with
scalable Business to Business ("BTB") and Business to Consumer
("BTC") solutions. The Company offers a BTB SaaS based Patient
Management System (PMS) software program, designed to improve
operations and communication with patients. InnerScope also offers
a Buying Group experience for audiology practice, enabling owners
to lower product costs and increase their margins. The Company will
compete in the DTC (Direct-to-Consumer) markets with its own line
of "Hearables", and "Wearables", including APPs on the iOS and
Android markets. The company also has opened five retail hearing
device clinics and plans on using management's unique and
successful talents on acquiring and opening additional audiological
brick and mortar clinics to be owned and operated by the company.
InnerScope reported a net loss of $4.58 million for the year ended
Dec. 31, 2018, compared to a net loss of $1.91 million for the year
ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $4.22
million in total assets, $8.20 million in total liabilities, and a
total stockholders' deficit of $3.98 million.
D. Brooks and Associates CPA's, P.A., in Palm Beach Gardens, Fla.,
the Company's auditor since 2015, issued a "going concern"
qualification in its report dated April 16, 2019, citing that the
Company has incurred a net loss of $4,585,117 for the year
ended Dec. 31, 2018. Additionally, the Company has a working
capital deficit of $3,088,957 and an accumulated deficit of
$6,372,129 as of Dec. 31, 2018. These and other factors raise
substantial doubt about the Company's ability to continue as a
going concern.
INPATIENT CARE: Case Summary & Four Unsecured Creditors
-------------------------------------------------------
Debtor: Inpatient Care Management Company, LLC
550 N. Reo St., Suite 300 (Room 63)
Tampa, FL 33609
Chapter 11 Petition Date: September 1, 2022
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 22-03602
Debtor's Counsel: Daniel R. Fogarty, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison St.
Suite 200
Tampa, FL 33602
Tel: (813) 229-0144
Email: dfogarty@srbp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mit Desa as chief executive officer.
A copy of the Debtor's list of four unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZX3N2BY/Inpatient_Care_Management_Company__flmbke-22-03602__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZK4JMEI/Inpatient_Care_Management_Company__flmbke-22-03602__0001.0.pdf?mcid=tGE4TAMA
ISCM HOLDINGS: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: ISCM Holdings, LLC
550 N. Reo St., Suite 300 (Room 63)
Tampa, FL 33609
Chapter 11 Petition Date: September 1, 2022
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 22-03601
Debtor's Counsel: Daniel R. Fogarty, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison St.
Suite 200
Tampa, FL 33602
Tel: (813) 229-0144
Email: dfogarty@srbp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mit Desai, MD as chief executive
officer.
The Debtor listed Barnett, Kirkwood, Koche, Long & Foster as its
only unsecured creditor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZFN2E3Y/ISCM_Holdings_LLC__flmbke-22-03601__0001.0.pdf?mcid=tGE4TAMA
J&J CONSTRUCTION: Seeks Cash Collateral Access
----------------------------------------------
Johnson & Johnson Construction Company Corp. asks the U.S.
Bankruptcy Court for the Southern District of Florida, Miami-Dade
Division, for authority to use cash collateral and provide adequate
protection.
The Debtor owns a single family residence located at 2701 NW 10th
Terr, Coral Springs, FL. The Property secures a loan, which has
matured, owed to Civic Real Estate Holdings III, LLC. The Debtor is
attempting to refinance the Property to satisfy the amount owed to
Civic.
The Debtor leases the property to a third party with rental income
of $5,500. Civic has agreed to allow the Debtor to receive the
rental payments. In exchange, the Debtor will pay Civic $3,589 per
month on September 1, 2022, October 1, 2022, and November 1, 2022.
The Debtor requires the use of cash collateral to maintain the
property and pay necessary expenses.
The Debtor will have until November 30 to obtain refinancing and
provide payoff of the amounts due to Civic. Should the Debtor not
obtain refinancing by November 30, or fail to make timely payment
of any adequate protection payment required to Civic within five
days of the due date, Civic will have relief from the automatic
stay to proceed with foreclosure of the property without further
order of the Court.
The Debtor is responsible for taxes and insurance on the Property.
Taxes are $917 per month and insurance is $567 per month. All other
rental proceeds exceeding these expenses will be put aside and be
used to pay administrative expenses upon confirmation. Any excess
will be paid to creditors.
A copy of the motion is available at https://bit.ly/3Baq0Si from
PacerMonitor.com.
About Johnson & Johnson Construction
Johnson & Johnson Construction Co. Corp. is a Florida-based
construction company.
Johnson & Johnson Construction Company Corp. filed a petition for
relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Case No. 22-14226) on May 30, 2022. In the
petition, the Debtor disclosed assets of $500,000 to $1 million and
liabilities of at least $1 million.
The case is assigned to Honorable Bankruptcy Judge Robert A Mark.
Brian K. McMahon, of Brian K. McMahon, PA, is the Debtor's
counsel.
Linda Marie Leali has been named as Subchapter V trustee.
J. BOWERS: Wins Cash Collateral Access Thru Sept 24
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, authorized J. Bowers Construction, Inc. to use
cash collateral on an interim basis in accordance with the budget,
nunc pro tunc from the Petition Date through September 24, 2022.
The Debtors were jointly and severally indebted to Peoples Bank in
the amount of $136,519 for loans taken in 2015. The Debtors also
owe the U.S. Small Business Administration for EIDL loans taken in
2020. Debtor J. Bowers Construction Inc. also was indebted to
Global Merchant Cash, Inc. in the amount of $374,659 for
transactions in 2021 and 2022.
The Prepetition Indebtedness owed to Peoples Bank, the SBA and
Global Merchant Cash is secured by substantially all of the
Debtors' cash, accounts, accounts receivables, inventory,
furniture, fixtures and equipment.
As adequate protection, the Secured Creditors are granted security
interests in property acquired by the Debtors that is of the same
type as the cash collateral against which a lender asserted a lien
prior to the filing of the Debtors' bankruptcy petitions to the
extent of the diminution of the value of the Secured Creditors'
collateral securing the indebtedness. The Replacement Liens will
have the same validity, priority, and extent (if any) as the liens
on cash collateral that existed at the time of the commencement of
the bankruptcy cases. The Replacement Liens granted are deemed
perfected without the necessity for filing or execution of
documents which might otherwise be required under nonbankruptcy
laws for the perfection of security interests. The Replacement
Liens will be subordinate to the payment of the fees of the United
States Trustee, fees of the Subchapter V Trustee, if applicable, as
well as those professional fees of any professionals retained
pursuant to an Order of the Court and fees of any unsecured
creditors committee, if such committee will be formed.
In addition to the Replacement Liens, and in order to provide
additional adequate protection, Global Merchant Cash, Inc. will be
granted an additional security interest in the Debtor's 5.98%
ownership interest of DKI Ventures LLC to the extent of any
diminution of the value of the collateral from and after the
Petition Date. The Additional Replacement Lien granted is deemed
perfected without the necessity for filing or execution of
documents which might otherwise be required under nonbankruptcy
laws for the perfection of security interests. The Additional
Replacement Lien will be subordinate to the payment of the fees of
the United States Trustee, fees of the Subchapter V Trustee, if
applicable, as well as those professional fees of any professionals
retained pursuant to an Order of the Court and fees of any
unsecured creditors committee, if such committee will be formed.
An additional hearing on the matter is scheduled for September 20
at 10:30 a.m.
A copy of the order is available at https://bit.ly/3AHfnoj from
PacerMonitor.com.
About J. Bowers Construction Inc.
J. Bowers Construction, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ohio. Case No. 22-50878) on
July 29, 2022. In the petition filed by Kyle Bowers, authorized
representative, the Debtor disclosed up to $10 million in both
assets and liabilities.
Restoration Services of Akron, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio. Case No.
22-50879) on July 29, 2022.
The Hon. Alan M. Koschik serves as bankruptcy judge.
Peter G. Tsarnas, Esq., at Gertz & Rosen, Ltd. is the Debtors'
counsel.
JACKSON, MS: S&P Lowers Bond Ratings to 'BB-', On Watch Negative
----------------------------------------------------------------
S&P Global Ratings lowered its long-term ratings on various series
of bonds issued by the Mississippi Development Bank and payable by
Jackson, Miss.' water and sewer revenues two notches to 'BB-' from
'BB+'. At the same time, we placed the ratings on CreditWatch with
negative implications.
"The lowered ratings reflect operational and financial
vulnerabilities associated with the late August 2022 flood which
has resulted in an inability to provide water for the customer
base. The history of deferred maintenance issues that we consider
governance weaknesses related to risk management, culture, and
oversight were exacerbated by the acute environmental flooding
event that drove inoperability of the utility's facilities," said
S&P Global Ratings credit analyst Scott Garrigan. S&P views risk
management, culture, and oversight and physical risks as governance
and environmental credit factors under our environmental, social
and governance (ESG) criteria.
In addition, these risks reflect operational deficiencies that, in
S&P's view, expose the city's utility to operating and financial
uncertainties and health and safety concerns related to the lack of
clean drinking water for the service area.
The rating benefits from extraordinary financial support from the
city, including from the general and 1% infrastructure tax funds as
well as from city debt issuance to support the system. President
Biden and the governor of Mississippi have also declared states of
emergency which we believe positions the city well to potentially
receive state and federal support. Given the magnitude of the
deficiencies, the current state of city staffing, and the financial
capacity of the enterprise, third-party intervention will likely be
necessary to avoid further credit deterioration.
The CreditWatch with negative implications indicates that within 90
days the rating could be lowered further. Subsequent rating actions
will be informed by receipt of financial information for at least
the 2021 fiscal year that we consider reliable.
A pledge of net revenues of the water and sewer system for payment
of revenue bonds issued under the 2012 general bond resolution
secures the debt.
Repeated general bond ordinance violations that relate to both
reserve deposit and debt service coverage (DSC) requirements have
occurred since at least 2016, caused by insufficient DSC and
shortfalls in certain reserve fund deposits required under the
general bond ordinance. As of the last audited fiscal year ended
Sept. 30, 2020, it is our understanding that the city was compliant
with its various reserve deposit requirements but not its DSC
requirements.
Severe flooding of the Pearl River starting the last week of August
2022 has led to acute water quality and water treatment
deficiencies. Public reports indicate that the city has had a boil
order since July 2022, but this week additional reports indicated
that city water is unsafe to drink; this prompted a state of
emergency declaration by both the governor and mayor. While water
production from the city's O.B. Curtis Treatment Plant appears to
still be underway, Jackson is having difficulties maintaining
sufficient water quality, pressure, and production to meet all of
its needs. Reports have also indicated that the pumps which help
maintain adequate system pressure have failed and backups are being
used.
While the rating still incorporates the city's ongoing efforts to
remediate its metering infrastructure, stabilize revenues, and
start funding its sewer overflow response plan (SORP), the current
events have exacerbated the challenges to make these plans systemic
and sustainable because of the significant repair and
reprioritization efforts that may follow. The rating also
incorporates vulnerabilities in financial reporting that have led
to numerous material weaknesses, recurring noncompliance with prior
auditor findings, and consistently late audit filings.
S&P said, "While we would expect some level of extraordinary
support to help with fixing the damage in the treatment plant, pump
stations, and distribution system, this significant unexpected
repair burden adds additional financial uncertainties on top of
additional debt likely to be needed to start funding the SORP.
"We believe the ongoing financial support from the city's general
and 1% infrastructure tax funds has prevented imbalances in the
water and sewer fund from being substantially worse. From
2018-2020, these funds have transferred in a total of $14.5 million
while the general fund additionally advanced the water and sewer
fund $7.7 million in 2018 (which was subsequently repaid in 2020
from litigation proceeds). The city issued a general obligation
(GO) note of $7 million in the 2020 fiscal year to directly support
utility operations.
"We incorporate negative considerations for environmental and
governance risks into our credit rating analysis for Jackson's
water and sewer system. Prior to the recent flooding event
(considered an acute physical risk, in our view), the water system
experienced significant deficiencies in asset adequacy that we
believe reflects poor risk management, culture, and oversight given
the substantial deferred maintenance associated with the system.
This was also evident in the sewer system's consent decree that the
city is working to renegotiate, which is related to sanitary sewer
overflows. The flooding event led to the utility's inability to
meet its core mission of providing clean water to the service area,
which raises health and safety social risks for the utility. In
addition, health and safety is compounded by elevated social
capital risks as the service area demographics have led to
difficulty in raising rates to support the utility's infrastructure
requirements. We will monitor these credit risks and they may
become more material in our credit rating analysis on resolution of
the CreditWatch."
JAGUAR HEALTH: Gets Add'l Capital Through Sale of Royalty Rights
----------------------------------------------------------------
Jaguar Health, Inc. has entered into a royalty interest purchase
agreement with Utah-based Streeterville Capital, LLC. Under the
Agreement, Jaguar will immediately receive $4.0 million in
connection with the sale of a royalty interest to Streeterville
entitling Streeterville to receive 3-fold of the royalty purchase
price from future royalties on sales of crofelemer and lechlemer
and certain up-front license fees and milestone payments from
licensees and/or distributors, excluding any fees due to Jaguar
from its crofelemer license for the European territory to Napo
Therapeutics, S.p.A. and will pay interest on the Royalty Payment
Amount at a rate of ten percent in annum until the same is paid in
full. Royalty payments will initiate on Jan. 1, 2024 and will
involve minimum monthly payments.
"We are pleased to have executed this transaction with
Streeterville during difficult capital market conditions," said
Lisa Conte, Jaguar's president and CEO. "This transaction follows
two royalty-based deals Jaguar executed in 2020, both of which also
involved allocating proceeds to progress our ongoing Phase 3
pivotal OnTarget trial of crofelemer for prophylaxis of cancer
therapy-related diarrhea (CTD). In an environment where it is
important to concentrate available resources on initiatives that
offer the most potential near-term value, Jaguar is focused on two
key development milestones that we expect to be transformative and
value-creating within the next approximately 6 to 12 months with
respect to turning core pipeline opportunities into important and
tangible product opportunities. These initiatives include the
completion of enrollment during the first half of 2023 for the
OnTarget trial and the completion in 2022 of an
investigator-initiated proof-of-concept study of crofelemer for
short bowel syndrome (SBS), supporting the potential for reimbursed
expanded patient access through programs in Europe in 2023 for this
devastating and catastrophic disease."
The pivotal OnTarget Phase 3 clinical trial of crofelemer for
prophylaxis of CTD was initiated in October 2020 and is ongoing.
The Company is in the process of adding additional clinical trial
sites - both in the US and outside the US - to accelerate patient
enrollment.
SBS is the core focus of Napo Therapeutics, the Italian corporation
established by Jaguar in Italy in 2021 that focuses on expanding
crofelemer access in Europe. Jaguar is the majority shareholder of
Napo Therapeutics.
"SBS patients with intestinal failure are often on parenteral
nutrition for as long as 20 hours a day, seven days a week. We
have approved the planned investigator-initiated proof-of-concept
trial of crofelemer for SBS, and the third-party investigator is
targeting the presentation in December 2022 of results from the SBS
study at a global GI conference in Dubai," said Conte.
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.
Jaguar Health reported a net loss and comprehensive loss of $52.60
for the year ended Dec. 31, 2021, a net loss and comprehensive loss
of $33.81 million for the year ended Dec. 31, 2020, a net loss and
comprehensive loss of $38.54 million for the year ended Dec. 31,
2019, and a net loss of $32.15 million for the year ended Dec. 31,
2018. As of June 30, 2022, the Company had $49.88 million in total
assets, $47.13 million in total liabilities, and $2.76 million in
total stockholders' equity.
Larkspur, California-based RBSM, LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 11, 2022, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
JOHNSON & JOHNSON: Fraud Suits Continue Despite Imerys Ch. 11 Stay
------------------------------------------------------------------
Vince Sullivan of Law360 reports that a proposed class action in
New Jersey state court that alleges fraud against Johnson & Johnson
can proceed after a Delaware bankruptcy judge ruled Monday, August
29, 2022, that the automatic stay of litigation imposed by the
Chapter 11 filing of Imerys Talc America doesn't apply to J&J.
In an oral bench ruling, U.S. Bankruptcy Judge Laurie Selber
Silverstein said that since the claims being asserted against J&J
aren't tied to the talc injury claims involved in the Imerys
bankruptcy, the stay doesn't apply to the fraud suits filed by the
children of a man who died of asbestosis after working for
Imerys.
About Johnson & Johnson
Johnson & Johnson is an American multinational corporation founded
in 1886 that develops medical devices, pharmaceuticals, and
consumer packaged goods. It is the world's largest and most broadly
based healthcare company.
Johnson & Johnson is headquartered in New Brunswick, New Jersey,
the consumer division being located in Skillman, New Jersey. The
corporation includes some 250 subsidiary companies with operations
in 60 countries and products sold in over 175 countries.
The corporation had worldwide sales of $82.6 billion in 2020.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time
of the filing, the Debtor was estimated to have $1 billion to $10
billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee
for Regions 3 and 9 reconstituted the talc claimants' committee and
appointed two separate committees: (i) the official committee of
talc claimants I, which represents ovarian cancer claimants, and
(ii) the official committee of talc claimants II, which represents
mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
About Imerys Talc America
Imerys Talc America, Inc. and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling and distributing talc. Its
talc operations include talc mines, plants and distribution
facilities located in Montana (Yellowstone, Sappington, and Three
Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and
Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also
utilizes offices located in San Jose, Calif., and Roswell, Ga.
Imerys Talc America and its subsidiaries, Imerys Talc Vermont,
Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The
Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as their legal counsel, Alvarez & Marsal North America,
LLC as financial advisor, and CohnReznick LLP as restructuring
advisor. Prime Clerk, LLC, is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
tort claimants in the Debtors' Chapter 11 cases. The tort
claimants' committee is represented by Robinson & Cole, LLP.
KC PANORAMA: Chapter 11 Case Nearing Dismissal
----------------------------------------------
Judge Janet E. Bostwick has entered an order to KC Panorama LLC, et
al. to show cause at a hearing on September 7, 2022, at 2:30 p.m.,
why this case should not be dismissed or converted to a case under
Chapter 7 for cause pursuant to Section 1112(b)(1) of the
Bankruptcy Code.
Any written response to this order by the Debtor or any other party
in interest, must be filed by Sept. 6, 2022, at 12:00 p.m.
As more fully discussed at the hearing on Aug. 17, 2022, the Debtor
cannot obtain confirmation of any reorganization plan. The Debtor
filed a disclosure statement reflecting that it has only two
creditors (i) the secured creditor KHRE SMA Funding, LLC, and (ii)
an unsecured claim owed the Debtor's principal, Kai Zhao.
Under Section 1129(a)(10) of the Code, a reorganization plan cannot
be confirmed unless there is an impaired class that assents,
excluding any votes by insiders. KHRE is pursuing a motion for
relief for the remaining asset held by the Debtor and has stated
its opposition to any reorganization. Since the only remaining
creditor is an insider, the Debtor is unable to meet the
requirements of Section 1129(a)(10) necessary to confirm a
reorganization plan.
About KC Panorama
KC Panorama LLC, a Waltham, Mass.-based company engaged in renting
and leasing real estate properties, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Mass Case No. 21-10827) on
June 4, 2021, listing total assets of $11,703,396 and total
liabilities of $23,507,162. KC Panorama President Kai Zhao signed
the petition. Judge Frank J. Bailey oversees the case. Ravosa Law
Offices, P.C. is the Debtor's legal counsel.
KCIBT HOLDINGS: S&P Affirms 'CCC' ICR on Tight Liquidity
--------------------------------------------------------
S&P Global Ratings affirmed its ratings on global visa and
immigration services provider KCIBT Holdings L.P.(CIBT), including
its 'CCC' issuer credit rating.
The negative outlook reflects the risk that travel volumes do not
continue to recover, causing a material liquidity shortfall and a
missed interest payment or distressed debt restructuring.
S&P said, "While CIBT's international business travel services
slowly recover from reduced pandemic volumes, we expect liquidity
to remain tight over the next 12 months, presenting the risk of a
liquidity shortfall or distressed debt restructuring. Revenue and
EBITDA margin recovery has been slow, and we believe CIBT relies on
persistent near-term growth in travel services revenue to generate
enough cash to remain in compliance with its $8 million minimum
liquidity covenant and make its interest payments over the next 12
months. We believe CIBT relies on additional travel volume recovery
and consistent cost controls over the next several quarters to
remain compliant with its liquidity covenant and to make its
first-lien interest payments once its partial payment-in-kind (PIK)
period reverts to full cash payments due in the second quarter of
2023. Under a 2021 amendment to its credit agreement, CIBT has paid
in kind most of its quarterly first-lien interest payments. Full
cash payments will increase the company's quarterly cash interest
expense about $7 million-$8 million from its most recent payment.
While we expect CIBT to maintain a very slim margin of compliance
in our base-case forecast, we acknowledge that the pace of
international business travel recovery is difficult to predict. Any
underperformance versus our forecast could result in a liquidity
shortfall."
CIBT's financial sponsor ownership provided equity support in 2020
and 2021 to improve liquidity during the worst of the pandemic. S&P
believes ownership may provide additional equity support or an
equity cure in the event of a breach of the company's minimum
liquidity covenant. Still, ownership support is not guaranteed, and
support may be less likely if cash flow deficits persist.
The negative outlook reflects the risk that travel volumes do not
continue to recover, causing a material liquidity shortfall and a
missed interest payment or distressed debt restructuring.
S&P would likely lower its rating if cash flow deficits indicate a
potential liquidity shortfall such that we foresaw a specific
default scenario or we believed debt restructuring would be
inevitable within the next six months. This could occur due to:
-- Muted travel demand recovery to visa-requiring locations; and
-- Unexpected cost pressures.
Although unlikely over the next 12 months, S&P could raise its
issuer credit rating to 'CCC+' if S&P no longer foresaw:
-- A specific default scenario; or
-- The potential for material cash flow deficits within a year.
This would most likely be due to a steep upswing in international
business travel beyond expectations.
ESG Credit Indicators: E-2, S-5, G-3
S&P said, "Social factors are a negative consideration in our
ratings analysis on KCIBT. The collapse in demand for business air
travel and related visa services due to the pandemic have had a
significant impact on the company's operating performance. Over the
last two years, KCIBT has made two amendments to its term loan
agreements, which we viewed as distressed exchanges. Moreover, we
believe business air travel will not recover to the pre-pandemic
level before 2024 or 2025. Governance is a moderately negative
consideration, as it is for most rated entities owned by
private-equity sponsors. We believe the company's highly leveraged
financial risk profile points to corporate decision-making that
prioritizes the interests of the controlling owners. This also
reflects private-equity sponsors' generally finite holding periods
and focus on maximizing shareholder returns."
KEYWAY APARTMENT: Wins Cash Collateral Access Thru Sept 10
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, authorized Keyway Apartment Rentals, LLC to use cash
collateral on an interim basis through September 10, 2022.
The Debtor is permitted to use cash collateral to fund the expenses
provided on the budget that are necessary to operate and maintain
the Debtor's real property located at 122, 113 Kinship Road, and
123-133 Willow Spring Road, Dundalk, Maryland 21222.
The Debtor will make monthly payments to the Lender in amount equal
to the nondefault contract rate of interest under the Promissory
Note dated as of April 30, 2018, in the original principal amount
of $4,100,000, executed by the Debtor and now held by the Lender
pursuant to a series of allonges, such monthly payments calculated
by the Lender to be in the amount of $17,957 and to be paid by the
11th of each month.
The Debtor and Wilmington Trust, N.A. -- as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust
20I8-C45, Commercial Mortgage Pass-Through Certificates, Series
20I8-C45 -- stipulated as follows:
a. The Note is secured by a Purchase Money Deed of Trust and
Security Agreement dated as of April 30, 2018 recorded in the Land
Records for Baltimore County at Book 40215, Page 39;
b. The Deed of Trust constitutes a valid, perfected and
continuing first priority lien on and security interest in the
Debtor's Property;
c. The rents generated by the Property constitute the Lender's
"Cash Collateral" as defined in 11 U.S.C. section 363;
d. The Debtor is in default under the terms of the Note and
Deed of Trust; and
e. The Debtor maintains a dispute as to the amount of the
Lender's claim and reserves all of its rights to such dispute.
A final hearing on the matter is scheduled for September 12 at 10
a.m. The Lender has until September 9 to respond to the Debtor's
Motion for Use of Cash Collateral and Application to Employ
Property Manager and Authorize Payment in Ordinary Course.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3B7Jdnl from PacerMonitor.com.
The budget provides for $21,797 in total expenses.
About Keyway Apartment Rentals, LLC
Keyway Apartment Rentals, LLC is a Maryland limited liability
company which owns a 63-unit residential apartment complex situated
upon three parcels of real property known as 113 Kinship Road, 122
Kinship Road, and 123 Willow Spring Road in Dundalk, Baltimore
County, Maryland.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 22-13389) on June 21, 2022.
In the petition signed by George Divel, III, as managing member,
the Debtor disclosed $6,653,350 in assets and $4,252,151 in
liabilities.
Judge Michelle M. Harner oversees the case.
Joseph M. Selba, Esq., at Tydings and Rosenberg LLP oversees the
case.
KOSSOFF PLLC: Escrow Fight Ends With $4.5M Repayment Order
----------------------------------------------------------
Grace Dixon of Law360 reports that a New York federal judge has
signed off on an agreement under which disbarred and incarcerated
former New York City real estate attorney Mitchell Kossoff will
return $4.5 million in stolen escrow funds to a former client,
bringing one front of Kossoff's legal woes to a close.
U.S. District Judge Ronnie Abrams signed a proposed order on Friday
night directing Kossoff to return $4. 478 million to Miami-based
real estate investor Gran Sabana Corp. NV, along with pre- and
post-judgment interest and attorney fees.
About Kossoff PLLC
Kossoff PLLC is a real estate law firm based in New York City. It
operated as a law firm with offices located at 217 Broadway in New
York City. The firm held itself out as a law firm that provided
full-service real estate legal services specializing in litigation
and transactional matters, including leasing, sale and acquisition
of real property, commercial landlord tenant matters, real estate
litigation, and city, state and federal agency regulatory matters.
Mitchell H. Kossoff, the firm's founder and only known managing
member, is alleged to have failed to and/or refused to return
millions of dollars of client funds when requested by clients.
Since on or about April 1, 2021, Kossoff's whereabouts have been
unknown, and Kossoffhas ceased all communications with the Debtor's
clients and with the attorneys and staff who were employed by the
Debtor.
Kossoff PLLC is subject to an involuntary petition for Chapter 7
bankruptcy (Bankr. S.D.N.Y. Case No. 21-10699) by creditors on
April 13, 2021. The case is handled by Honorable Judge David S.
Jones.
Gran Sabana Corp NV, Louis & Jeanmarie Giordano, and other former
clients of the Debtor signed the involuntary petition. Carter
Ledyard & Milburn LLP, led by Aaron R. Cahn, represents the
petitioners.
Veteran restructuring lawyer Albert Togut of Togut, Segal & Segal
LLP, was named as Chapter 7 Trustee. He tapped his own firm as
counsel in the case.
LAPEER AVIATION: Amends LAI Unsecured Claims Pay Details
--------------------------------------------------------
Lapeer Aviation, Inc., and with its related debtor entity CG
Acquisitions, L.L.C. submitted a Second Amended Plan of
Reorganization under Subchapter V dated August 29, 2022.
The Plan Proponent's financial projections show that the Debtors
will have projected disposable income of $272,754.00 for LAI.
This Plan proposes to pay Creditors of the Debtor LAI from the
Debtors' cash flow from operations and future income. The Plan also
provides for the structured dismissal of the case filed by CG.
Class I shall consist of the holders of Allowed Unsecured Claims
against LAI. Each Holder of Class I Claims shall receive a Pro Rata
distribution attributable to its Allowed General Unsecured Claim
based on quarterly payments each year by the Debtor from the
Debtor's Projected Disposable Income for a period of 5 years. The
first payment shall be the first day of the month at the beginning
of the second calendar quarter after the Effective Date. Such
payments shall continue to be made quarterly on the first day of
each calendar quarter thereafter for a period of 5 years from the
first payment. Each quarterly payment shall total $13,637.72, to be
divided Pro Rata.
During the 5 year term of this Plan, to the extent that the Debtors
are able to collect amounts which may be owed to them in connection
with the Causes of Action Debtors retain under this Plan, the net
proceeds to Debtors from the Causes of Action shall be distributed
as follows. Before retaining any of the net proceeds from the
Causes of Action, the Debtors shall, after deducting amounts
previously paid to each Holder pursuant to this Plan, make an
additional Pro Rata distribution to the Holders of Allowed
Unsecured Claims in an amount of up to 100% of the remaining
obligation of the Debtors to the Holders of Allowed Unsecured
Claims.
Provided, however, that no distribution associated with a retained
Cause of Action shall be paid to the Person against whom the Cause
of Action was asserted, to whom no additional distribution shall be
made. For the avoidance of doubt, any Holder who receives 100%
payment of the Holder's claim as a result of these additional
distributions shall no longer be entitled to receive future
payments which may have been owed under this Plan. After the
Debtors' obligations to the Holders of Allowed Unsecured Claims are
paid in full, Debtors shall be entitled to retain any amounts
collected in connection with the retained Causes of Action.
Debtor LAI and Reorganized Debtor LAI shall be responsible for
satisfying the Allowed Claims in accordance with the terms and
provisions of this Plan.
The Reorganized Debtor LAI will retain control of and be
responsible for all of Debtor's activities pursuant to this Plan
after the Effective Date. Funding for the administration of the
bankruptcy estates and of this Plan and for the actions necessary
shall come from funds on hand.
A full-text copy of the Second Amended Plan dated August 29, 2022,
is available at https://bit.ly/3RcLnb4 from PacerMonitor.com at no
charge.
Counsel for the Debtor:
John R. Tucker, Esq.
Winegarden, Haley, Lindholm, Tucker & Himelhoch, PLC
9460 S. Saginaw Road, Suite A
Grand Blanc, MI 48439
Telephone: (810) 579-3600
Email: jtucker@winegarden-law.com
About Lapeer Aviation
Lapeer Aviation, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
21-31500) on Nov. 5, 2021, listing under $1 million in both assets
and liabilities. Gene Kopczyk, president, signed the petition.
Judge Joel D. Applebaum oversees the case. Winegarden, Haley,
Lindholm, Tucker & Himelhoch, PLC, serves as the Debtor's legal
counsel.
LATHAN EQUIPMENT: Wins Cash Collateral Access Thru Nov 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Lathan Equipment Co., LLC to use cash collateral in the
ordinary course of business in accordance with the budget, with a
10% variance through November 30, 2022.
The Debtor is directed to deposit cash collateral immediately on
the Debtor's receipt into one or more accounts that will be
established and maintained at an insured and acceptably bonded
financial institution of the Debtor's choice.
Channel Partners Capital LLC asserts a valid and properly perfected
security interest in inter alia the Debtor's accounts receivable.
As adequate protection for use of the cash collateral, Channel
Partners will receive a perfected continuing and rollover security
interest (deemed perfected as of the filing date) in and to all of
its collateral, to the extent the secured creditor's cash
collateral and other collateral, is used and to the same extent and
with the same priority in the Debtor's post-petition collateral and
proceeds thereof that the creditor held pre-petition, including but
not limited to all after acquired collateral and the proceeds and
products thereof, retroactive to the filing date.
As further adequate protection for use of cash collateral, the
Secured Creditor will receive monthly payments in the amount of
$443, on the 1st day of each month during the Fourth Interim
Period.
Unless otherwise ordered by the Court, the Debtor's authority to
use the pre-petition cash collateral terminates on the earlier of
(i) November 30, 2022; or (ii) the fifth business day following
written notice to the Debtor and its counsel via email that an
Event of Default has occurred.
These events constitute an "Event of Default:"
(a) Failure to timely provide the financial information and
reports required by the Bankruptcy Code;
(b) Failure to comply with the budget; and
(c) The conversion or dismissal of the Debtor's Chapter 11
case, or application or motion by or against the Debtor for such
conversion or dismissal, unless Channel Partners consents to the
dismissal or conversion.
A further hearing on the matter is scheduled for November 30 at
10:30 a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3Q9OOxJ from PacerMonitor.com.
The Debtor projects $36,440 in cash on hand and $74,973 in total
expenses for September 2022.
About Lathan Equipment Co., LLC
Lathan Equipment Co., LLC provides tree services, roll-off services
and equipment sales.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. N.Y. Case No. 22-10186) on March 4,
2022. In the petition signed by Andrew J. Lathan, sole
member/president, the Debtor disclosed $1,240,890 in assets and
$675,575 in liabilities.
Judge Carl L. Bucki oversees the case.
David H. Ealy, Esq., at Cristo Law Group LLC is the Debtor's
counsel.
LGI HOMES: S&P Alters Outlook to Stable, Affirms 'BB-' ICR
----------------------------------------------------------
S&P Global Ratings revised its outlook to stable from positive and
affirmed its 'BB-' issuer credit rating on U.S.-based homebuilder
LGI Homes Inc. The 'BB-' issue-level ratings and '3' recovery
rating on the company's unsecured notes are unchanged.
The stable outlook reflects S&P's expectations of lower EBITDA than
last year, resulting in debt to EBITDA in the 2x area and debt to
capital in the 40% area.
A changing macroeconomic environment has slowed housing demand,
which could lead to higher leverage.
During the second quarter of 2022, a rapid increase in mortgage
interest rates resulted from the U.S. Federal Reserve's actions to
stem continued price inflation and reduced housing demand.
Meanwhile, significant supply chain disruptions continued,
extending construction and development cycles and delaying home
closings and opening of new communities. Consequently, the
company's sales revenues declined about 8.6% and home deliveries
decreased 29% year over year. S&P said, "We assume these declines
continue for the remainder of 2022, resulting in about an 8.5%
reduction in EBITDA relative to 2021. In addition, LGIH's debt
balance has also increased, with borrowings under its revolving
credit facility reaching about $868 million as of June 30, 2022,
from $517 million at the end of 2021. With our expectations for
lower EBITDA and a higher debt balance, we expect a slight uptick
in leverage with debt to EBITDA of about 2x (from 1.3x at the end
of 2021) and debt to capital of about 40% (compared to 35%). We do
not anticipate a significant deterioration in credit quality, nor
an improvement that would lead to an upgrade."
LGHI has limited geographic diversification.
S&P said, "We believe LGIH has taken significant efforts to
diversify its business geographically as its central region (Texas
and Oklahoma) accounted for 45% of closings in 2021. This is down
about 46% from 2013, when closings were 84%. However, currently the
U.S. Southeast, excluding Florida, and LGIH's central regions
solely account for almost 67% of its regional exposure. We believe
any change in these market conditions will substantially affect
LGIH's operating performance."
LGIH has smaller size and market share relative to similarly rated
peers.
Its unique business model centers on offering entry-level
homebuyers quality homes at affordable prices. While LGIH is the
10th-largest homebuilder based on closings, it is still smaller
than both Meritage Homes Corp. (BB+/Stable) and KB Home
(BB/Positive), which have mostly entry-level products. They also
generated homebuilder revenues of more than $5 billion each in 2021
compared with LGIH's about $3 billion. LGIH's lower sales
generation is partly due to its lower average selling price (ASP)
than peers'. Entry-level homes tend to be priced lower than other
product types. Still, LGIH has a top-10 share in 11 of the largest
50 markets. However, it does not have a leading share in any of
them. Its highest is third in the 49th-largest market, Greeley,
Colo.
S&P said, "The stable outlook reflects our expectation that LGIH's
adjusted debt to EBITDA will remain in the 2x area over the next 12
months. We also expect debt to capital of 35%-40% during this
period. This scenario considers an expected pullback in housing
demand given sharp increases in mortgage rates and increasing
recessionary risks."
S&P could lower the rating over the next 12 months if debt to
EBITDA began trending above 4x or debt to capital trended above
50%. This could occur if:
-- A sharp decline in demand caused EBITDA to decline to less than
$230 million, about a 50% drop from our 2023 forecast of about $465
million; or
-- Debt-financed shareholder returns increased adjusted debt above
$1.8 billion compared to our forecast of about $920 million.
Despite expected solid credit measures over the next 12 months, S&P
views an upgrade as unlikely due to LGIH's small revenue base
relative to other 'BB' rated homebuilder peers and limited product
and geographic diversity. However, S&P could raise the rating if
the company:
-- Exceeded our growth expectations, such that its revenue base
was more in line with 'BB' rated peers on an extended basis; and
-- Kept debt to EBITDA below 2x.
-- This could occur on much stronger than expected demand in both
existing and new markets.
ESG credit indicators: E-3, S-2, G-2
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of LGIH. The company is
subject to a variety of local, state, and federal statutes,
ordinances, rules, and regulations concerning health and
environmental protection. We view LGIH's ESG exposure as broadly in
line with that of industry peers."
LONESOME VALLEY: Brewery & Pub Files for Chapter 11
---------------------------------------------------
Lonesome Valley Brewing Inc. filed for chapter 11 protection in the
District of Arizona. The Debtor filed as a small business debtor
seeking relief under Subchapter V of Chapter 11 of the Bankruptcy
Code.
The Debtor operates two restaurant/bar locations in Arizona: a
craft brewery in Prescott Valley; and a pub in Prescott. As of the
Petition Date, the Debtor employed 24 people.
The Debtor on the Petition Date filed motions to use cash
collateral and pay outstanding employee wages. Joanne Cole, the
Debtor's CFO, says the first day motions are appropriate and
necessary to facilitate a smooth transition into this Chapter 11
bankruptcy proceeding without major disruption to the
Debtor's operations and practices.
By continuing to operate within the budget, the Debtor believes it
can generate positive cash flow through Sept. 30, 2022.
According to court filing, Lonesome Valley Brewing estimates
between 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Oct. 4, 2022, at 2:00 PM as a Telephonic Hearing. Proofs of claim
are due by Nov. 7, 2022.
About Lonesome Valley Brewing
Lonesome Valley Brewing Inc. is a basic brewpub for house beer
tastings paired with a bar menu of sandwiches, pizzas & pretzels.
Lonesome Valley Brewing filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 22-05747) on August 29, 2022. In the petition filed by
Joanne Cole, as chief financial officer, the Debtor reported assets
between $100,000 and $500,000 and liabilities between $1 million
and $10 million.
The Debtor is represented by Thomas H. Allen of ALLEN BARNES &
JONES, PLC.
LOTUS SKY: Case Summary & 15 Unsecured Creditors
------------------------------------------------
Debtor: Lotus Sky, LLC
a/k/a OYO Hotel Amarillo; aka Red Roof Inn Amarillo
1620 I-40 East
Amarillo, TX 79103
Business Description: The Debtor is part of the traveler
accommodation industry.
Chapter 11 Petition Date: September 2, 2022
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 22-31618
Judge: Hon. Michelle V. Larson
Debtor's Counsel: Joyce Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kunal Patel as owner.
A copy of the Debtor's list of 15 unsecured creditors is available
for free at PacerMonitor.com at:
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PRFCXCI/Lotus_Sky_LLC__txnbke-22-31618__0001.0.pdf?mcid=tGE4TAMA
MANHATTAN CAPITAL: Taps Ciardi Ciardi & Astin as Legal Counsel
--------------------------------------------------------------
Manhattan Capital, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to hire Ciardi
Ciardi & Astin to handle its Chapter 11 case.
The hourly rates of the firm's attorneys and staff are as follows:
Albert A. Ciardi, III $575
Jennifer C. McEntee $425
Sterpahnie Frizlen, Paralegal $100
Albert Ciardi, III, Esq., a partner at Ciardi Ciardi & Astin,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Albert A. Ciardi, III, Esq.
Ciardi Ciardi & Astin
1905 Spruce Street
Philadelphia, PA 19103
Telephone: (215) 557-3550
Email: aciardi@ciardilaw.com
About Manhattan Capital
Manhattan Capital, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. P.A. Case No.
22-12207) on Aug. 23, 2022, listing as much as $50,000 in assets
and $1 million to $10 million in liabilities. Gerald Katzoff,
managing member, signed the petition.
Judge Eric L. Frank presides over the case.
Albert A. Ciardi III, Esq., at Ciardi Ciardi & Astin represents the
Debtor as counsel.
MARINE WHOLESALE: Wins Cash Collateral Access Thru Sept 14
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Marine Wholesale and Warehouse,
Co. to use cash collateral on an interim basis during the period
between entry of the order and September 14, 2022 in accordance
with the budget.
As adequate protection from and against any diminution in the value
of their interests in cash collateral, all persons and entities
that hold perfected security interests in the Debtor's cash
collateral are granted replacement liens in all of the Debtor's
post-petition assets, other than recoveries from avoiding power
actions, which liens will have the same validity, priority and
extent as their prepetition liens.
As additional adequate protection for the liens asserted by the
United States Small Business Administration, the Debtor will make
the monthly payments due the SBA under the parties' prepetition
agreements in cash in the amount of $731 per month, commencing on
August 1, 2022, and continuing on the first business day of each
calendar month thereafter.
As additional adequate protection for the liens asserted by the
Alcohol and Tobacco Tax and Trade Bureau, pending the conclusion of
the Final Hearing, the TTB may continue to hold without penalty the
funds (in the amount of approximately $213,699 that were levied by
the TTB prior to the commencement of the bankruptcy case.
A final hearing on the matter is scheduled for September 13, 2022,
at 10:30 a.m.
A copy of the order is available at https://bit.ly/3cDNrdh from
PacerMonitor.com.
About Marine Wholesale and Warehouse Co.
Marine Wholesale and Warehouse Co. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13785)
on July 12, 2022. In the petition signed by Jennifer Hartry, vice
president and secretary, the Debtor disclosed up to $50 million in
both assets and liabilities.
Judge Sheri Bluebond oversees the case.
David R. Haberbush, Esq., at Haberbush, LLP is the Debtor's
counsel.
MASTEN SPACE SYSTEMS: Sept. 6 Auction of Substantially All Assets
-----------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Masten Space Systems, Inc.'s
bidding procedures in connection with the sale of substantially all
assets to Astrobotic Technology, Inc., subject to overbid.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Sept. 2, 2022 at 4:00 p.m. (ET)
b. Initial Bid: Must exceed (a) the Stalking Horse Bid, plus
(b) the maximum amount of Bid Protections payable to the
Stalking Horse Bidder, plus (c) the minimum Bid increment
of $100,000
c. Deposit: 10% of the aggregate value of the cash and
non-cash consideration of the Bid
d. Auction: The auction will be held on Sept. 6, 2022, at
12:00 p.m., as the date and time of the Auction, if one
becomes necessary, which will be held at the offices of the
proposed counsel for the Debtor, Morris James LLP via Zoom,
or such later time as the Debtor will timely notify the
Stalking Horse Bidder and all other Qualified Bidders and
the official committee of unsecured creditors and their
respective professionals. The Auction Objection Deadline
is Sept. 7, 2022 at 12:00 p.m.
e. Bid Increments: $100,000
f. Sale Hearing: Sept. 8, 2022 at 9:30 a.m.
g. Sale Objection Deadline: Sept. 6, 2022 at 9:00 a.m.
h. Closing: Sept. 9, 2022 at 11:59 p.m.
i. Astrobotic will be entitled to credit bid at the Auction
all or any portion of the outstanding obligations owed by
the Debtor to Astrobotic in connection with that certain
Superpriority Senior Secured Debtor-in-Possession Term
Credit Facility dated Aug. 10, 2022, in accordance with
section 363(k) of the Bankruptcy Code, and nothing in the
Order or in the Sale Procedures will prejudice or impair
such credit bid rights.
j. Bid Protection: If the Stalking Horse Bidder is not the
Successful Bidder, it will receive a break-up fee equal to
3% of the cash portion of the Stalking Horse Bid (including
any credit bid) and an expense reimbursement of up to 2% of
the cash portion of the Stalking Horse Bid (including any
credit bid).
The Sale Notice is approved. As soon as reasonably practicable
following the entry of the Order, the Debtor will cause the Bidding
Procedures and Sale Notice to be filed with the Court and served
upon the Notice Parties.
Following entry of the Sale Order, if the Successful Bidder fails
to consummate the Successful Bid, the Debtor may, after
consultation with the Official Committee of Unsecured Creditors and
its professionals, designate one or more Back-Up Bids to be the new
Successful Bid, and the Debtor may, after consultation with the
Consultation Parties, determine the Back-Up Bidder(s) to be the new
Successful Bidder. The Debtor will be authorized but not required,
to consummate the transaction with the Back-Up Bidder(s) without
further order of the Bankruptcy Court, so long as such Back-Up Bid
will have been approved in connection with the Court's approval of
the Successful Bid, or subject to Court approval if not previously
approved.
The notice of potential assumption and assignment (or novation, as
applicable) to either the Stalking Horse Bidder or other Successful
Bidder(s) of certain of the Debtor's executory contracts and
unexpired leases is approved in its entirety. The Cure Deadline is
Sept. 12, 2022 at 4:00 p.m.
The Debtor is authorized to assume and assign the Scheduled
Contracts to the Successful Purchaser free and clear of all liens,
claims, and encumbrances.
If applicable, the Successful Bidder will be responsible for those
projected obligations totaling $31,315.49 in connection with the
Scheduled Contracts, solely to the extent that such obligations
first become actually due and payable by the Debtor (i) during the
Designation Period and (i) prior to the Successful Bidder notifying
the Debtor or its counsel that a Scheduled Contract has been
removed from the Cure Notice.
In addition to the $31,515.49 in projected obligations, the
Successful Bidder will be responsible for a maximum of $4,684.51 in
additional obligations under any other Scheduled Contract solely to
the extent that such obligations first become actually due and
payable by the Debtor (i) during the Designation Period and (i)
prior to the Successful Bidder notifying the Debtor or its counsel
that a Scheduled Contract has been removed from the Cure Notice.
For the avoidance of doubt, the maximum aggregate cost to the
Successful Bidder for all obligations related to the Scheduled
Contracts remaining on the Cure Notice which become due and payable
by the Debtor during the Designation Period will not exceed
$36,000.
Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions
of the Order are immediately effective and enforceable upon its
entry.
The Debtor is authorized to take all reasonable actions necessary
to effectuate the relief granted in the Order in accordance with
the Motion.
A copy of Bidding Procedures is available for free at
https://tinyurl.com/9nmzv2bm from PacerMonitor.com free of charge.
About Masten Space Systems
Masten Space Systems Inc. -- https://www.masten.aero -- is a space
infrastructure company enabling sustainable access and utilization
of the Moon, Mars, and beyond.
On July 29, 2022, Masten Space Systems Inc. filed for chapter 11
protection (Bankr. D. Del. Case No. 22-10657). In the petition
filed by David Masten, as president and chief technology officer,
the Debtor reported assets and liabilities between $10 million and
$50 million each.
Morris James LLP, is the Debtor's counsel. Alston & Bird LLP is
the Debtor's corporate counsel. Gavin/Solmonese LLC is the
financial advisor.
MIRACLE CENTER: Seeks Cash Collateral Access Thru Dec 31
--------------------------------------------------------
Miracle Center Church of Ventura County, Inc. asks the U.S.
Bankruptcy Court for the Central District of California, Northern
Division, for authority to use cash collateral in accordance with
the proposed budget for the period from August 29 to December 31,
2022.
The First Christian Church of Ventura County is the Debtor's only
secured creditor claiming a security interest in the amount of
approximately $3,208,233 against the Debtor's real property located
at County of Ventura Assessors Parcel Number 082-0-120-445. First
Christian is the sole lienholder against the Property and Debtor
disputes the amount of the claim by First Christian.
First Christian's interest in the Property is protected by an
adequate equity cushion whereby their secured claim amount
(disputed) is $3,208,233 and the estimated fair market value of the
Property is $3,390,299 based on the County of Ventura assessed
valuation as of July 5.
First Christian agreed to allow the Debtor time to initiate a
fund-raising campaign from its congregation to raise the necessary
funds to become current on mortgage but this effort was short-lived
due to the onset of the COVID-19 pandemic that further adversely
affected the Debtor operations. Because of the pandemic
restrictions imposed by national and local government agencies,
First Christian agreed to a forbearance of the monthly note
payments and to forbear any legal actions against the Debtor during
the pendency of the pandemic stating that "payments will resume
after pandemic is over" in a February 3, 2020 Memoranda of
Understanding.
First Christian initiated a foreclosure action. The Debtor found
its only option to prevent foreclosure of the Property was to file
a bankruptcy.
The Debtor continues to increase its revenue through fund raising
campaigns from its members and commitments to increase
contributions from certain donors in order to retain the Property
for its office location, place of worship, and other charitable
functions. In the alternative, the Debtor is actively seeking
refinancing of the note from third party lenders.
The Debtor proposes that it use the cash collateral to pay the
allowed operating expenses pursuant to the Budget from August 29,
2022 to December 31, 2022. The Debtor believes that those expenses
represent the necessary and important expenditures required to
maintain the Debtor's the business operations and maintenance and
preservation of the Property for the Interim Period.
In addition to the adequate equity cushion of First Christian, the
Debtor will make regular monthly postpetition payments of $22,556
in accordance with the terms of the promissory note executed
between the Debtor and First Christian. Based on the foregoing, the
Debtor believes that First Christian will be adequately protected.
The Debtor also requests that the Court waive the objection period
to lodge proposed order pursuant to Local Bankruptcy Rule 9021-1
(Orders and Judgments), and enter an order immediately upon
submission of such order, so that the Debtor may immediately begin
making the payments set forth on the budget.
A copy of the motion is available at https://bit.ly/3B9Lrmv from
PacerMonitor.com.
A hearing on the matter is set for September 6 at 3 p.m.
About Miracle Center Church of Ventura County, Inc.
Miracle Center Church of Ventura County, Inc. is a tax-exempt
religious organization. The Debtor sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10664)
on August 29, 2022. In the petition signed by Alonzo McCowan,
CEO/president, the Debtor disclosed $3,472,792 in assets and
$3,387,733 in liabilities.
John K. Rounds, Esq., at Rounds & Sutter LLP is the Debtor's
counsel.
MONTICELLO HORIZON: Oct. 20 Hearing on Plan & Disclosures
---------------------------------------------------------
Judge Cecelia G. Morris has entered an order conditionally
approving the Disclosure Statement explaining the Plan of
Monticello Horizon Legacy LLC.
The combined hearing to consider final approval of the adequacy of
the Disclosure Statement and confirmation of the Plan will be held
before the Honorable Cecilia G. Morris, United States Bankruptcy
Court for the Southern District of New York, One Bowling Green, New
York, NY 10004 on October 20, 2022 at 9:00 a.m.
Objections, if any, to final approval of the adequacy of the
Disclosure Statement and/or confirmation of the Plan must be filed
no later than October 7, 2022 on the Court's ECF system.
Completed ballots must be submitted by mail, overnight delivery,
email or facsimile so as to be received no later than October 7,
2022.
The Debtor must file (i) a reply to any objection to Confirmation;
(ii) all Declarations and other written submissions upon which the
Debtor intends to rely in support of confirmation of the Plan; and
(iii) a Certification of Balloting with the Clerk of the Court no
later than October 14, 2022.
About Monticello Horizon Legacy
Monticello Horizon Legacy, LLC, owner of 21 residential properties
in Sullivan County, N.Y., filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 20-35665) on June 24, 2020, listing as
much as $10 million in both assets and liabilities. Esther
Loeffler, managing member, signed the petition.
Judge Cecelia G. Morris oversees the case.
Goldberg Weprin Finkel Goldstein, LLP serves as the Debtor's
bankruptcy counsel.
MYLIFE.COM INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Mylife.com Inc.
1100 Glendon Ave.
17th Floor
Los Angeles, CA 90024
Chapter 11 Petition Date: September 2, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-14858
Debtor's Counsel: Leslie Cohen, Esq.
Jamie Williams Kerper, Esq.
LESLIE COHEN LAW PC
1615-A Montana Avenue
Santa Monica, CA 90403
Tel: 310-394-5900
Fax: 310-394-9280
Email: leslie@lesliecohenlaw.com
jamie@lesliecohenlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jeffery Tinsley as CEO.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WAAQWMQ/Mylifecom_Inc__cacbke-22-14858__0001.0.pdf?mcid=tGE4TAMA
NATURALSHRIMP INC: Incurs $2.2 Million Net Loss in First Quarter
----------------------------------------------------------------
Naturalshrimp Incorporated filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $2.20 million on $36,336 of sales for the three months ended
June 30, 2022, compared to a net loss of $2.56 million on $0 of
sales for the three months ended June 30, 2021.
As of June 30, 2022, the Company had $35.45 million in total
assets, $24.71 million in total liabilities, $2.02 million in
series E redeemable convertible preferred stock, $43.61 million in
series F redeemable convertible preferred stock, and a total
stockholders' deficit of $34.89 million.
As of June 30, 2022, the Company had cash on hand of approximately
$664,000 and working capital deficiency of approximately
$16,876,000, as compared to cash on hand of approximately
$1,734,000 and a working capital deficiency of approximately
$17,017,000 as of March 31, 2022. The decrease in working capital
for the three months ended June 30, 2022, is mainly due to the
decrease in cash on-hand, including the escrow account and increase
in accounts payable and accrued expenses, offset by a decrease in
fair value of the derivative and warrant liabilities.
The Company has accumulated losses through the period to June 30,
2022 of approximately $152,758,000 as well as negative cash flows
from operating activities of approximately $2,055,000. Presently,
the Company does not have sufficient cash resources to meet its
plans in the twelve months following the date of issuance of this
filing. The Company said these factors raise substantial doubt
about its ability to continue as a going concern.
Naturalshrimp said, "Management is in the process of evaluating
various financing alternatives in order to finance the continued
build-out of our equipment and for general and administrative
expenses. These alternatives include raising funds through public
or private equity markets and either through institutional or
retail investors. Although there is no assurance that the Company
will be successful with our fund-raising initiatives, management
believes that the Company will be able to secure the necessary
financing as a result of ongoing financing discussions with third
party investors and existing shareholders."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1465470/000149315222023485/form10-q.htm
About NaturalShrimp
NaturalShrimp, Inc. is a publicly traded aqua-tech Company,
headquartered in Dallas, with production facilities located near
San Antonio, Texas. The Company has developed a commercially
viable system for growing shrimp in enclosed, salt-water systems,
using patented technology to produce fresh, never frozen, naturally
grown shrimp, without the use of antibiotics or toxic chemicals.
NaturalShrimp systems can be located anywhere in the world to
produce gourmet-grade Pacific white shrimp.
Naturalshrimp reported a net loss of $86.30 million for the year
ended March 31, 2022, a net loss of $3.59 million for the
year ended March 31, 2021, and a net loss of $4.81 million for the
year ended March 31, 2020. As of March 31, 2022, the Company had
$37.90 million in total assets, $24.88 million in total
liabilities, $2.54 million in series E redeemable convertible
preferred stock, $43.61 million in series F redeemable convertible
preferred stock, and a total stockholders' deficit of $33.13
million.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor, issued a "going concern" qualification in its report dated
June 29, 2022, citing that the Company has suffered significant
losses from inception and has a significant working capital
deficit. These conditions raise substantial doubt about its
ability to continue as a going concern.
NEPHROS INC: Incurs $1.1 Million Net Loss in Second Quarter
-----------------------------------------------------------
Nephros, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $1.14 million
on $2.88 million of total net revenues for the three months ended
June 30, 2022, compared to a net loss of $1.13 million on $2.27
million of total net revenues for the three months ended June 30,
2021.
For the six months ended June 30, 2022, the Company reported a net
loss of $3.10 million on $5.07 million of total net revenues
compared to a net loss of $1.66 million on $5 million of total net
revenues for the six months ended June 30, 2021.
As of June 30, 2022, the Company had $14.95 million in total
assets, $2.47 million in total liabilities, and $12.48 million in
total stockholders' equity.
At June 30, 2022, the Company had an accumulated deficit of $138.8
million and it expects to incur additional operating losses from
operations until such time, if ever, that the Company is able to
increase product sales and/or licensing revenue to achieve
profitability.
Nephros stated, "Based on cash that is available for our operations
and projections of our future operations, we believe that our
existing cash resources together with our anticipated revenue, will
be sufficient to fund our current operating plan through at least
the next 12 months from the date of issuance of the condensed
consolidated financial statements in this Quarterly Report on Form
10-Q. Additionally, our operating plans are designed to help
control operating costs, to increase revenue and to raise
additional capital until such time as we generate sufficient cash
flows to fund operations. If there were a decrease in the demand
for our products due to either economic or competitive conditions,
or if we are otherwise unable to achieve our plan or achieve our
anticipated operating results, there could be a significant
reduction in liquidity due to our possible inability to cut costs
sufficiently. In such event, the Company may need to take further
actions to reduce its discretionary expenditures, including further
reducing headcount, reducing spending on R&D projects and reducing
other variable costs."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1196298/000149315222022929/form10-q.htm
About Nephros
South Orange, New Jersey-based Nephros, Inc. -- www.nephros.com --
is a commercial-stage company that develops and sells water
solutions to the medical and commercial markets.
Nephros reported a net loss of $3.87 million for the year ended
Dec. 31, 2021, a net loss of $4.53 million for the year ended Dec.
31, 2020, a net loss of $3.18 million for the year ended Dec. 31,
2019, and a net loss of $3.32 million for the year ended Dec. 31,
2018. As of March 31, 2022, the Company had $15.53 million in
total assets, $2.13 million in total liabilities, and $13.40
million in total stockholders' equity.
NEPHROS INC: Wes Lobo to Quit as Chief Commercial Officer
---------------------------------------------------------
Wes Lobo, chief commercial officer of Nephros, Inc., notified the
Company that he is resigning his employment with the Company, to be
effective no later than Sept. 30, 2022.
About Nephros
South Orange, New Jersey-based Nephros, Inc. -- www.nephros.com --
is a commercial-stage company that develops and sells water
solutions to the medical and commercial markets.
Nephros reported a net loss of $3.87 million for the year ended
Dec. 31, 2021, a net loss of $4.53 million for the year ended Dec.
31, 2020, a net loss of $3.18 million for the year ended Dec. 31,
2019, and a net loss of $3.32 million for the year ended Dec. 31,
2018. As of June 30, 2022, the Company had $14.95 million in total
assets, $2.47 million in total liabilities, and $12.48 million in
ttoal stockholders' equity.
OPEN TEXT: S&P Alters Outlook to Negative, Affirms 'BB+' ICR
------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'BB+' issuer credit rating on Waterloo, Ont.-based
Open Text Corp. At the same time, S&P placed its 'BB' issue-level
rating on the company's senior unsecured debt on CreditWatch with
negative implications. The issue-level rating on the secured debt
is unchanged at 'BBB-'.
The negative outlook reflects S&P Global Ratings' view that Open
Text's debt to EBITDA (S&P Global Ratings-adjusted) will remain
elevated in the 3.5x-4.0x range for 12 months post-transaction.
Given the size of the transaction, S&P views that there is a higher
execution risk on integration and synergy extraction that could
delay the deleveraging of Open Text.
On Aug. 25, 2022, Open Text announced that it has entered into an
agreement to purchase U.K.-headquartered software firm Micro Focus
International PLC for about US$6 billion. The acquisition is
expected to close in first quarter of calendar 2023.
A large debt-funded acquisition results in elevated leverage
measures for the next 24 months. Open Text plans to acquire Micro
Focus, the largest acquisition in the company's history, and to
fund the US$6 billion acquisition through a US$2.585 billion term
loan, a US$2 billion bridge loan, about a US$600 million draw on
its existing revolving credit facility, and US$1.3 billion in cash.
Following the acquisition close, which is expected in the first
calendar quarter of 2023, Open Text's total net debt (S&P Global
Ratings-adjusted) will more than double to about US$9.3 billion
from about US$3.2 billion in June 2022, while year-over-year EBITDA
will increase to about US$2.3 billion (S&P Global Ratings-adjusted)
from US$1.2 billion in fiscal 2022. Pro forma the transaction, debt
to EBITDA will start at an elevated 3.8x, versus our downside
trigger of 3.0x. S&P said, "Although our forecasts include annual
consolidated revenue growth in the low single digit percentage area
and maintenance of EBITDA margins in the mid-30% area, we believe
Open Text's ability to deleverage to the company's 3.0x target in
two years depends on the successful execution of integration and
synergy generation, which we view as higher risk given the size and
scope of the acquisition."
S&P said, "We believe the large acquisition size increases
integration risk with Micro Focus. Open Text has grown both
organically and through acquisitions, with a good track record of
integration and generating synergies. However, the Micro Focus
acquisition is significantly larger than Open Text's previous
acquisitions and will likely more than double the company's EBITDA
in two years if executed. Nevertheless, we see higher execution
risk in integrating and generating synergies from Micro Focus
compared with previous acquisitions." In addition, Micro Focus has
significant exposure to mature legacy software products, resulting
in a large declining revenue base that has lagged significantly in
terms of growth when compared with that of peers in the enterprise
software industry. As a result, Micro Focus is in the midst of
restructuring where it expects to generate US$300 million in annual
cost savings but also stem revenue decline. For the first half of
2022, Micro Focus was able to generate annualized cost savings of
US$150 million but S&P still expects sizable restructuring in the
medium term for Open Text to hit the cost savings. In addition, the
company will need to invest significantly for the next 12-18 months
with an emphasis on expanding Micro Focus' recurring revenue
business, transitioning the acquisition's cloud business to Open
Text's platform, and accelerating innovation of Micro Focus'
applications. Open Text expects it will take two years for Micro
Focus revenue to stabilize. A successful integration could generate
further synergies of US$100 million. However, given the scale of
the transaction and the time frame needed to hit the targets, S&P
views execution risk as higher compared with Open Text's previous
acquisitions.
The acquisition broadens Open Text's scope to new segments and
doubles the company's total addressable market. The acquisition of
Micro Focus increases Open Text's total addressable market to
US$170 billion from US$92 billion. The successful integration of
Micro Focus will be margin accretive in the long term and enhance
Open Text's digital transformation capabilities. S&P also believes
the acquisition will be beneficial for the company's software and
cloud business, giving it access to a well-established customer
base and global scale, and provide a streamlined go-to-market
strategy. Moreover, the transition of Micro Focus customers to
OpenText's private and public cloud base will create stronger
operations and improve visibility in cash flow generation. Through
Micro Focus, Open Text will not only improve its product and
geographic revenue diversity but also raise the combined annual
recurring revenue share.
S&P said, "With incremental free cash flow generation from Micro
Focus, we expect Open Text will pay down debt and reduce leverage.
We anticipate the repayment of Micro Focus`s significantly
high-interest debt ($4.2 billion at an average interest rate of
4.0%) on transaction close would materialize into incremental
combined free cash flow generation of about US$1.5 billion for
fiscal 2023, some of which would be used to repay debt and
deleverage 12 months post acquisition. We also expect free
operating cash flow generation from the restructuring and
significant tax payments at Micro Focus. As a result, in the next
24 months we expect the overall free cash flow conversion will
improve from Open Text's historical 30% levels.
"The negative outlook indicates that we could lower the ratings if
Open Text is unable to successfully integrate and materialize
synergies as planned from the Micro Focus acquisition due to
operational pressures limiting a reduction in debt leverage over
the next 12-24 months.
"We could lower the ratings in the next 12 months post-acquisition
if leverage measures stay above 3.5x. This would likely occur if
earnings weaken because of integration challenges or operational
underperformance due to customer attrition and market share loss
amid product repositioning.
"We could revise the outlook to stable if the company shows
deleveraging such that it sustains adjusted debt to EBITDA in the
low 3.0x area. In our view, the successful integration with Micro
Focus would likely result in a better business profile for Open
Text that could sustain increased leverage measures. We expect
deleveraging will occur from a combination of EBITDA growth and
debt reduction through free cash flow."
ESG credit indicators: E-2, S-2, G-2
OSG GROUP: UST Says Exculpation Provision is Inconsistent
---------------------------------------------------------
Andrew R. Vara, United States Trustee for Region 3, objects to the
Joint Prepackaged Chapter 11 Plan of Reorganization of OSG Group
Holdings, Inc.
The U.S. Trustee objects to confirmation of the Plan because it
includes an exculpation provision that impermissibly covers
pre-petition activity.
The U.S. Trustee points out that the Plan's Exculpation Provision
is inconsistent with controlling case law because it insulates the
Exculpated Parties from liability for claims or causes of action
related to their actions or inactions prior to the Petition Date in
connection with the restructuring process. It achieves prepetition
exculpation in two ways:
a. The language at the beginning of the Exculpation Provision
provides exculpation, "for any and all claims and causes of action
arising on or after the Petition Date." Plan at section 9.4(b)
(emphasis added). This would include actions and omissions
occurring prior to the Petition Date if the cause of action
relating thereto arose after the Petition Date.
b. The language towards the end of the Exculpation Provision
states that it covers "any transaction, event, or other occurrence
taking place on or before the Effective Date," without also
requiring that such transaction, event, or other occurrence take
place after the Petition Date.
The U.S. Trustee further points out that the record in these cases
indicates that the Debtors and their representatives have been in
negotiations about a restructuring process since February 2022,
long before the Bankruptcy Court had any jurisdiction over the
cases and oversight of the actions (or inactions) taken by the
Debtors and their representatives in connection with the
restructuring process.
According to the U.S. Trustee, the Exculpation Provision purports
to exculpate prepetition conduct that may extend as far back as
February 2022 when there were no bankruptcy estates, no estate
fiduciaries, and no court oversight of the restructuring process.
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.
PACKABLE HOLDINGS: Wins Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Packable Holdings, LLC f/k/a Entourage Commerce, LLC to, among
other things, use cash collateral on an interim basis in accordance
with the budget.
The Debtors require the use of cash to, among other things,
preserve and maximize the value of the assets of each Debtor's
bankruptcy estate.
Debtors Holdings and Pharmapacks, LLC are borrowers under a Credit
Agreement, dated as of July 24, 2020, by and among Holdings and
Pharmapacks, JPMorgan Chase Bank, N.A. as agent and lender, and the
additional lenders from time to time party thereto in an aggregate
principal amount not to exceed $60 million, with availability based
on the value of certain of the Debtors' accounts receivable and
inventory, less certain offsets, reserves, and availability blocks.
The ABL Facility matures on January 15, 2023.
All obligations under the ABL Facility are guaranteed on a senior
secured first-lien basis by each of Packable's wholly owned
domestic subsidiaries. Pursuant to a Pledge and Security agreement
dated as of July 24, 2020, the ABL Facility is secured by first
priority security interests in and liens on the "Collateral", which
is comprised of substantially all of the Debtors' assets, including
intellectual property. In addition, the ABL Lenders have cash
dominion over Packable's operating accounts and, in specified
circumstances, over its investment account.
On April 14, 2022, contemporaneously with the closing of the Term
Loan Facility, the ABL Lenders and Packable entered into a
forbearance agreement to address certain defaults by Packable and
an agreed-upon forbearance by the ABL Lenders. The ABL Forbearance
Agreement required Packable to maintain minimum liquidity of at
least $10 million at all times, and to deposit cash into a
restricted cash account to cure any deficiency in the borrowing
base in the event the borrowing base fell below $47 million.
On April 14, 2022, Holdings entered into the Term Loan Credit
Agreement, which governs a multi-tranche term loan facility with
Alter Domus (US) LLC, pursuant to which certain Term Loan Lenders
to the Debtors in aggregate principal amount of y $95,367,935,
comprised of $86,652,935 in Tranche A loans and $8,715,000 in
bridge loans . As of the Petition Date, the aggregate principal
amount outstanding under the Term Loan Facility was $95,367,935.
As adequate protection, the Prepetition Secured Parties are granted
adequate protection liens and superpriority claims to protect the
Prepetition Secured Parties against any diminution in value
occurring from and after the Petition Date and arising from, among
other things, the Debtors' use, lease, consumption or disposition
of the Prepetition Collateral as of the Petition Date, including
cash collateral.
A copy of the motion is available at https://bit.ly/3q6sgU4 from
PacerMonitor.com.
About Packable Holdings LLC
Packable Holdings LLC -- https://www.packable.com/ -- is a
multi-marketplace e-commerce enablement platform.
Packable Holdings LLC and 5 affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
22-10797) on August 29, 2022. In the petition filed by Maria
Harris, as chief legal officer, the Debtor reported assets and
liabilities between $100 million and $500 million each.
COOLEY LLP and POTTER ANDERSON & CORROON LLP serve as the Debtors'
attorneys. ALVAREZ AND MARSAL NORTH AMERICA, LLC, is the financial
advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent.
HILCO MERCHANT RESOURCES, LLC, is the liquidation agent.
QUICKER LIQUOR: Reaches Plan Settlement With Moody
--------------------------------------------------
Quicker Liquor LLC ("QL") and Nevada Wine Cellars, Inc. ("NWC")
submitted a Second Amended Disclosure Statement to accompany their
Joint Chapter 11 Plan of Reorganization.
NWC owns the real property consisting of the parcel commonly known
as 3810 Winery Road, Pahrump, NV 89048, upon which the Winery and
related facilities are located; as well as the real property
commonly known as 3940 E. Winery Road, Pahrump, NV 89048, which is
usable as a parking lot and potentially for future development.
NWC has cash on hand of approximately $154,000 as of June 30, 2022,
as well as inventory, furnishing, fixtures and equipment. Earnest
W. Moody Trust has undertaken appraisals of the real property and
other assets, including the business operations of NWC, and
determined the total value of NWC to be $6,091,000. QL's assets
consist of its equity ownership of NWC.
On August 15, 2022, the Debtors and Moody negotiated a settlement
with the assistance of Senior Bankruptcy Judge Gregg Zive. While
the Settlement is ultimately to be implemented through confirmation
of the Plan, the Settlement also contains agreements with regard to
the conduct of the Parties prior to confirmation. If the Plan is
not confirmed, neither the Debtors nor Moody are bound to the terms
of the Settlement, and nothing in the Settlement, or otherwise
relating thereto will affect the claims and defenses of the Parties
as they existed prior to August 15, 2022. Subject to confirmation
of the Plan, the terms of the Settlement are as follows:
(a) Moody shall have a claim of $6,091,000, secured by the
assets of the Debtors.
(b) The Parties shall jointly move for approval of the
Settlement by the Bankruptcy Court, requesting a hearing on
shortened time to be held on September 7, 2022.
(c) Pending confirmation, Debtor shall pay only ordinary
course, verifiable expenses, and shall not issue checks payable to
cash.
(d) Moody shall withdraw its pending oppositions to employment
of counsel for the Debtors, shall support plan confirmation, and
shall not take any action adverse to the Debtors (i.e. litigation
standstill).
(e) The Parties shall not disparage the other, shall cooperate
with respect to the implementation of the Settlement, and shall not
interfere with each other's businesses.
(f) If Moody is paid the sum of $6,091,000 on or before 60 days
from the date of entry of the order approving the Settlement (the
"Moody Payoff"), such payment shall be in full and complete
satisfaction of all of Moody’s claims, and Debtors (and related
parties) and Moody (and
related parties) shall fully and finally release each other from
all claims.
(g) If the payment of $6,091,000 is not timely made as provided
above:
i. Moody or its assignee ("Purchaser") shall, through the
Plan, purchase all assets of NWC for a combined price of $250,000
cash and contribution of its $6,091,000 claim (the "Moody
Purchase"). NWP's sale of assets shall include all real, personal,
and intangible property, inventory, equipment, cash (following
payment of ordinary course expenses through closing), records,
claims and causes of action (including, without limitation,
litigation claims against Pahrump and related entities related to
Debtors and their licenses) and intellectual property. Excluded
from the sale are assets owned by JEH (electric vehicle and Ford
F0150 truck) and any personal cause of action that Mr. Hobbs and
Ms. Trout may have, including claims against Pahrump and any
related parties. Purchaser shall transfer to JEH all awards won
from January 2019 through closing.
ii. Purchaser shall assume all secured claims of NWC and
shall continue to make payments due to secured creditors
post-closing. The aggregate amount of all assumed claims shall not
exceed $115,000.
iii. Purchaser shall obtain new liquor licenses. Current
management will close out existing liquor licenses.
iv. Purchaser shall offer a minimum of six months'
employment to all individuals employed by NWC as of August 15,
2022, and still employed immediately prior to closing.
Alternatively, such employees shall be offered a reasonable
severance to such employees, with a minimum of two weeks' pay and
additional amounts commensurate with other factors such as
length of employment.
v. Purchaser shall pay the sum of $450,000 to JEH at or
prior to closing. Such payment shall be made through escrow, and
shall be utilized, first, to pay all allowed administrative
expenses of QL and then the balance to be distributed to JEH.
Under the Plan, holders of Class 7 NWC Allowed General Unsecured
Claims will be paid their pro rata share of the Cash Payment
following payment of administrative and priority claims. Class 7 is
impaired.
The Debtor may raise funds to obtain the Moody Payoff through any
means, including sale of assets, financing, or investor funds. In
the event of a Moody Payoff, payment to other creditors shall be
made from funds obtained in operations. Otherwise, the plan shall
be effectuated through the Moody Purchase. The Moody Purchase shall
include sale of all assets of NWC free and clear of all liens,
claims and interests as provided by 11 U.S.C. section 363(f). The
transfers effectuated through the Moody Purchase shall, pursuant to
11 U.S.C. Sec. 1146(a), be free and clear of all transfer taxes,
stamp taxes, or similar taxes.
Proposed Counsel for Nevada Wine Cellars Inc.:
Candace C. Carlyon, Esq.
Tracy M. O'steen, Esq.
CARLYON CICA CHTD.
265 E. Warm Springs Road, Suite 107
Las Vegas, NV 89119
Telephone: 702) 685-4444
Facsimile: (725) 220-4360
E-mail: ccarlyon@carlyoncica.com
tosteen@carlyoncica.com
Proposed Counsel for Debtor Quicker Liquor:
A.J. Kung, Esq.
Brandy L. Brown, Esq.
KUNG & BROWN
1020 Garces Avenue
Las Vegas, NV 89101
Telephone: (702) 382-0883
Facsimile: (702) 382-2720
E-Mail: ajkung@ajkunglaw.com
bbrown@ajkunglaw.com
A copy of the Second Amended Disclosure Statement dated August 24,
2022, is available at https://bit.ly/3dV2yz6 from
PacerMonitor.com.
About Quicker Liquor
Quicker Liquor, LLC, and its affiliate, Nevada Wine Cellars, Inc.,
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Lead Case No. 22-10331) on Jan. 31,
2022. In their petitions, the Debtors listed as much as $10 million
in both assets and liabilities. Kathy Trout, managing member,
signed the petitions.
Judge Mike K. Nakagawa oversees the cases.
Quicker Liquor and Nevada Wine Cellars are represented by Kung &
Brown and Carlyon Cica Chtd., respectively. The Law Offices of
Timothy Elson serves as the Debtors' special counsel.
The Debtors filed a joint Chapter 11 plan of reorganization on May
31, 2022.
RIGHT ON BRANDS: Settles Dispute With Former Director
-----------------------------------------------------
Right On Brands, Inc. and David A. Youssefyeh have reached a
settlement and dismissed their mutual lawsuits, according to a Form
8-K filed with the Securities and Exchange Commission..
The Company previously disclosed a dispute with Mr. Youssefyeh
regarding his service as a director and officer that involved
litigation. These actions were dismissed or withdrawn as part of a
settlement with Mr. Youssefyeh, effective Aug. 17, 2022, by which
the parties confirmed his removal and provided mutual releases.
Separately, Mr. Youssefyeh entered into private transactions that
transferred all of his share ownership in the Company and in Texas
Endo Hemp Farmers, Inc., which owns the majority voting shares of
the Company, to third-parties unaffiliated with the Company. The
Company acknowledged these private transactions but paid no
monetary consideration to Mr. Youssefyeh or any other person in
connection with the transactions. The Company and Mr. Youssefyeh
both wish each other success in their future endeavors.
About Right on Brands
Right on Brands, Inc.'s business is conducted through its
wholly-owned subsidiaries, Humbly Hemp, Endo Brands, and Humble
Water Company. Humbly Hemp sells and markets a line of hemp
enhanced snack foods. Humble Water Company is in a partnership
with Springhill Water Co. to develop a line of High Alkaline,
Natural Mineral Water, and a bottling and packaging facility.
Endo Brands creates and markets a line of CBD consumer products and
through ENDO Labs, a joint venture with Centre Manufacturing,
creates white label products and formulations for CBD brands.
Right On Brands is at the focus of health and wellness.
Right On Brands reported a net loss attributable to the company of
$257,016 for the year ended March 31, 2022, compared to a net loss
attributable to the company of $1.85 million for the year ended
March 31, 2021. As of June 30, 2022, the Company had $246,856 in
total assets, $618,983 in total liabilities, and a total
stockholders' deficit of $372,127
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated July 8, 2022, citing that the Company has suffered
significant losses from inception and had a significant loss from
operations. These conditions raise substantial doubt about its
ability to continue as a going concern.
ROJESIE INC: Files for Chapter 11 Bankruptcy Along With Owner
-------------------------------------------------------------
Rojesie Inc. filed for chapter 11 protection in the District of
Puerto Rico. The Debtor filed as a small business debtor seeking
relief under Subchapter V of Chapter 11 of the Bankruptcy Code.
Jesus Rogelio Ramos Puente, the president, and sole stockholder of
Rojesie, has also filed his own bankruptcy case (Case No. 22-2527).
Joint administration of the cases has been requested.
According to court filing, Rojesie Inc. estimates between 1 and 49
creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Oct. 3, 2022, at 2:00 PM via Telephonic Conference Information for
AUST/Trial Attys.
Proofs of claim are due by Nov. 8, 2022.
About Rojesie Inc.
ROJESIE INC., doing business as PARADOR VILLAS SOTOMAYOR, sought
protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D.P.R. Case No. 22-02529) on Aug. 29, 2022. In the
petition filed by Jesus Rogelio Ramos Fuente, as president, the
Debtor reported assets and liabilities between $1 million and $10
million.
Carlos G. Garcia Miranda has been appointed as Subchapter V
trustee.
Gloria Justiniano Irizarry, of JUSTINIANO'S LAW OFFICE, is the
Debtor's counsel.
ROOF IT BETTER: Wins Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Roof It Better, LLC to use cash collateral on an interim
basis in accordance with the budget, with a 10% variance.
The Debtor is a party to a UCC-1 with CT Corporation System, as
representative for One Funder in which One may purport to have a
security interest in accounts receivable and other assets of the
Debtor. In support of the foregoing agreement and as perfection of
the purported lien thereunder, the Court finds that a UCC-1
Financing Statement was filed on October 14, 2021, in which One
claims a security interest in the collateral.
The Debtor is a party to a UCC-1 with Forward Financing, LLC in
which Forward purports to have a security interest in the Debtor's
future accounts receivable. In support of the foregoing agreement
and as perfection of the purported lien thereunder, the Court finds
that a UCC-1 Financing Statement was filed on January 17, 2022, in
which Forward claims a security interest in the collateral
described. Both the Debtor and Forward reserve all rights,
including, but not limited to, seeking a determination of the
nature of the Debtor's transaction with Forward, whether the
receivables Forward purports to have purchased are property of the
estate, and whether Section 552 of the Bankruptcy Code applies to
Forward's lien.
As adequate protection, One and Forward are granted, as of the
Petition Date, a replacement lien to the same extent as any
pre-petition lien, pursuant to 11 U.S.C. section 361(2) on the
property set forth in its security agreements, without any
prejudice to any rights of the Debtor to seek to void the lien as
to the extent, validity, or priority of said liens.
The Debtor will also continue to pay Forward $2,000 per month
beginning July 29, 2022 and continuing on the 29th day of each
month as long as the Order is in place. This payment will be
applied in full to the claim owed to Forward as of the Petition
Date.
A further hearing on the matter is set for October 4 at 1:30 p.m.
A copy of the order is available at https://bit.ly/3RcI9o1 from
PacerMonitor.com.
About Roof It Better
Roof It Better, LLC, a residential and commercial roofing
contractor, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14651) on June 15,
2022. In the petition signed by Teresa Mehaffey, manager, the
Debtor disclosed $123,739 in assets and $2,102,056 in liabilities.
Judge Mindy A. Mora oversees the case.
The Debtor tapped Craig I. Kelley, Esq., at Kelley, Fulton, Kaplan
& Eller PL as counsel and Venita Ackerman, CPA, at Ackerman
Rodgers, CPA, PLLC as accountant.
SAN JORGE HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: San Jorge Children's Hospital, Inc.
258 Sasn Jorge Street
San Juan, PR 00910
Business Description: The Debtor operates a hospital specializing
in pediatrics.
Chapter 11 Petition Date: September 1, 2022
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 22-02630
Judge: Hon. Maria De Los Angeles Gonzalez
Debtor's Counsel: Wigberto Lugo Mender, Esq.
LUGO MENDER GROUP, LLC
100 Carr 165 Suite 501
Guaynabo, PR 00968-8052
Tel: (787) 707-0404
Email: wlugo@lugomender.com
Debtor's
External
Auditor &
Tax Consultant: FPV & GALINDEZ
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Edward P. Smith as chief operating
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MKIBALA/San_Jorge_Childrens_Hospital_Inc__prbke-22-02630__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Allergan Sales of $107,922
Puerto Rico
PO Box 195409
San Juan, PR
00919-5409
2. Autoridad Acueductos Y $424,682
Alcantarillado
P.O. Box 14580
Bo. Obrero Station
San Juan, PR
00916-4580
3. Autoridad de Energia $3,062,880
Electrica
PO Box 363508
San Juan, PR
00936-3508
4. Autoridad de Energia $133,422
Electrica
PO Box 363508
San Juan, PR
00936-3508
5. Baxter Sales Corporation $172,075
PO Box 70257
San Juan, PR 00936-0280
6. Capital Building $152,557
Maintenance Inc.
Delta Street #1310
Puerto Nuevo
San Juan, PR 00920
7. Cardinal Health PR $244,138
120 Inc
PO Box 366211
San Juan, PR 00936
8. Cardinal Health PR $129,770
120 Inc.
PO Box 366211
San Juan, PR 00936
9. Ciracet $182,599
P.O. Box 8970
Ponce, PR 00732
10. Edwin Cardona Y Asoc. $249,076
MSC 364 Garden Hills Plaza
Carr 19 1353
Guaynabo, PR
00966-2700
11. Grupo Hospitalistas Pedia $81,186
130 Ave Winston Churchill
PMB #108
San Juan, PR 00926
12. Grupo Intensivo $308,040
Pediatrico San Juan
San Jorge Office
Bld. Ofic. 406
San Juan, PR 00912
13. Isla Lab $103,864
Products LLC
PO Box 361810
San Juan, PR
00936-1810
14. Laboratory Corporation $132,485
PO Box 12140
Burlington, NC
27216-2140
15. P.R. Pathology $138,801
Associates PSC
1760 Calle Loiza
Cond. Madrid
Suite 201
San Juan, PR 00911
16. Perfect Integrate $194,180
Solutions
PMB 115 Ste 112
100 Grand Paseo Blvd
San Juan, PR 00926-5955
17. PG Law, LLC $74,952
PO Box 194302
San Juan, PR
00919-4302
18. Puerto Rico Hospital $180,047
Call Box 158
Carolina, PR
00986-0158
19. Rimaco, Inc. $96,466
P.O. Box 8895
Fenandez Junco Station
San Juan, PR
00910-0895
20. San Jorge $70,576
Building II Inc.
P.O. Box 9642
Carolina, PR 00988
SANDY ROAD: Seeks Approval to Hire CFO Solutions as CRO
-------------------------------------------------------
Sandy Road Farms, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to employ CFO Solutions, LLC, doing
business as Ampleo, as chief restructuring officer.
The firm will render these services:
(a) advise and assist the Debtor with its development of a
plan of liquidation;
(b) advise and assist the Debtor with its Chapter 11 case;
(c) advise and assist the Debtor with its refinement of its
cash management and cash flow forecasting processes;
(d) advise and assist the Debtor in connection with its
communications and negotiations with other parties;
(e) assist the Debtor with its completion of the Statement of
Assets and Liabilities, Statement of Financial Affairs, and other
filings required to be made to the court;
(f) assist the Debtor with its preparation of a creditor and
claims matrix;
(g) assist the Debtor with its preparation of its monthly
operating reports; and
(h) perform such other professional services as may be
necessary for the successful completion of the Debtor's Chapter 11
case.
Glenn Karlberg, a chief financial officer at CFO Solutions, will be
paid at his hourly rate of $275.
The firm has received a retainer of $20,000.
Mr. Karlberg disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Glenn Karlberg
CFO Solutions, LLC dba Ampleo
13601 W. McMillan Rd. #102 PMB 320
Boise, ID 83713
Telephone: (801) 590-7791
About Sandy Road Farms
Sandy Road Farms LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 22-40446) on Aug. 1, 2022.
In the petition signed by Glenn Karlberg, manager, the Debtor
disclosed between $1 million and $10 million in assets and between
$50 million and $100 million in liabilities.
Judge Dale L. Somers oversees the case.
The law firms McDowell Rice Smith & Buchanan and Cairncross &
Hempelmann serve as the Debtor's counsel. Glenn Karlberg at CFO
Solutions, LLC is the chief restructuring officer.
SHOPS AT BROAD: Case Summary & 13 Unsecured Creditors
-----------------------------------------------------
Debtor: Shops at Broad, LLC
1574 E. Broad Street
Mansfield, TX 76063
Business Description: Shops at Broad is primarily engaged in
renting and leasing real estate properties.
Chapter 11 Petition Date: September 2, 2022
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 22-42059
Judge: Hon. Edward L. Morris
Debtor's Counsel: Areya Holder Aurzada, Esq.
HOLDER LAW
901 Main Street Suite 5320
Dallas, TX 75202
Tel: (972) 438-8800
Email: areya@holderlawpc.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Shops of Broad Manager, LLC,
manager/member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MK7HSQQ/Shops_at_Broad_LLC__txnbke-22-42059__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 13 Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Cinnaholic (J&J Journey) Non-Purchase $35,200
1671 E. Broad Street Suite 105 Money
Mansfield, TX 76063
2. Nestle (CSKNB Eats & Sweets) Non-Purchase $78,000
1681 E. Broad Street Suite 105 Money
Mansfield, TX 76063
3. Banefield Pet Hospital Non-Purchase $77,800
1701 E. Broad Street Suite 101 Money
Mansfield, TX 76063
4. Boiling King Crab Non-Purchase $148,000
620 US Hwy 287 N Frontage Road Money
Suite 100
Mansfield, TX 76063
5. Buff City Soap Non-Purchase $157,685
1735 E. Broad Street Money
Mansfield, TX 76063
6. Cold Stone (Flying Lady Bug) Non-Purchase $58,200
620 US Hwy 287 N Frontage Road Money
Suite 120
Mansfield, TX 7606
7. Freedom Chiropractic Non-Purchase $72,750
620 U.S. 287 Frontage Road Money
Unit 108
Mansfield, TX 76063
8. Landcare USA LLC Non-Purchase $35,125
2229 San Felipe Suite 1000 Money
Houston, TX 77019
9. Luxx Nail Salon Non-Purchase $128,000
602 Highway 287 N Money
Mansfield, TX 76063
10. Nixon Jach Hubbard, PLLC Non-Purchase $25,000
JPMorgan International Plaza III Money
14241 Dallas Parkway Suite 575
Dallas, TX 75254
11. Pei Wei Non-Purchase $84,070
1681 E. Broad Street Suite 101 Money
Mansfield, TX 76063
12. SSG 2003 Trust Loans $5,000,000
3232 Wentwood Drive
Dallas, TX 75225
13. Torchy's Tacos (Success Food Non-Purchase $270,000
Management) Money
1547 E. Broad Street
Mansfield, TX 76063
SILVER STATE: Unsecureds Owed $364K Unimpaired in Plan
------------------------------------------------------
Silver State Broadcasting, LLC, et al., submitted a Second Amended
Disclosure Statement.
Under the Plan, Class 1 Claims Allowed Unsecured Claim of Bellaire
Towers Homeowners Association totaling $364,003 will be paid in
full, with statutory judgment interest until paid, by Golden State
on or before the Effective Date of the Plan. Class 1 is
unimpaired.
Class 2C Claims Allowed Unsecured Claims Against Debtor Silver
State totaling $37,645 will be paid in full on the Effective Date
by debtor Silver State, with interest of 1% per annum or lesser
Till rate from the Petition Date until paid. Class 2C is
unimpaired.
The Debtors shall fund the proposed Plan payments through ongoing
Radio Station Group revenues, proceeds of the sale of Golden
State's KREV FM license and related radio station assets, or funds
provided by Edward Stolz and his related Trusts.
Attorneys for Jointly Administered Debtors:
Stephen R. Harris, Esq.
HARRIS LAW PRACTICE LLC
6151 Lakeside Drive, Suite 2100
Reno, NV 89511
Telephone: (775) 786-7600
E-mail: steve@harrislawreno.com
A copy of the Second Amended Disclosure Statement dated August 26,
2022, is available at https://bit.ly/3Ay3eSv from
PacerMonitor.com.
About Silver State Broadcasting
Las Vegas-based Silver State Broadcasting, LLC and its affiliates,
Major Market Radio, LLC and Golden State Broadcasting, LLC, filed
voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead
Case No. 21-14978) on Oct. 19, 2021. Edward R. Stolz, manager of
Silver State Broadcasting, signed the petitions. In its petition,
Silver State listed up to $50 million in assets and up to $1
million in liabilities.
Judge August B. Landis oversees the cases.
Stephen R. Harris, Esq., at Harris Law Practice, LLC, represents
the Debtors.
SITEK PRODUCTIONS: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
Sitek Productions, Inc. and Sitek Logistics, Inc. ask the U.S.
Bankruptcy Court for the Middle District of Florida, Orlando
Division, for authority to use cash collateral to fund their
operating expenses and the costs of administering these Chapter 11
cases in accordance with a proposed budget.
SPI has secured obligations to the Small Business Administration
and merchant cash advance lenders. SLI guaranteed the SBA debt and
purportedly granted liens to certain of the MCA lenders.
The SBA is owed approximately $87,300 based on a loan made to SPI
on July 14, 2020. The SBA may assert a lien on SPI's accounts
receivable.
With respect to the MCA lenders, the Debtors believe these
creditors may assert liens on and security interests in accounts
receivable:
Approximate Balance
MCA Lender as of Petition Date
---------- -------------------
Sofia Grey, LLC $167,355
d/b/a eFinancial Tree
QFS Capital, LLC $59,052
Lending Valley, Inc. $41,833
Kalamata Capital Group $100,600
Fox Capital Group, Inc. $58,800
Delta Bridge Funding, LLC $97,576
In exchange for the Debtors' ability to use cash collateral in the
operation of their businesses, the Debtors propose to grant to
their lenders, as adequate protection, replacement liens to the
same extent, validity, and priority as existed on the Petition
Date. In other words, the Debtors propose that the lenders’
"floating" liens on such assets continue to "float" to the same
extent, validity, and priority as existed on the Petition Date,
notwithstanding Section 552 of the Bankruptcy Code. The Debtors
assert that the interests of the lenders will be adequately
protected by the replacement liens.
The Debtor also requests the court to hold a hearing on the matter
on or before September 2.
A copy of the order is available at https://bit.ly/3wPW37g from
PacerMonitor.com.
About Sitek Productions, Inc.
Sitek Productions, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03141) on August
31, 2022. In the petition signed by Justin J. Peace, president, the
Debtor disclosed up to $1 million in both assets and liabilities.
Edward J. Peterson, Esq., at Stichter, Riedel, Blain & Postler PA
is the Debtor's counsel.
STERLING VA: Case Summary & Three Unsecured Creditors
-----------------------------------------------------
Debtor: Sterling VA Marlin LLC
4606 San Jacinto Street
Houston, TX 77004
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)). The
Debtor is the fee simple owner of a real
property located at 1016 Ward Street
Marlin, Texas valued at $1.75 million
Chapter 11 Petition Date: September 2, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 22-32596
Debtor's Counsel: Samuel L. Milledge, Esq.
THE MILLEDGE LAW FIRM, PLLC
2500 East T.C. Jester Blvd.
Ste. 510
Houston, TX 77008
Tel: (713) 812-1409
Fax: (713) 812-1418
Email: milledge@milledgelawfirm.com
Total Assets: $1,756,070
Total Liabilities: $1,790,525
The petition was signed by Ralphaell V. Wilkins as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/6ABRBSI/STERLING_VA_MARLIN_LLC__txsbke-22-32596__0001.0.pdf?mcid=tGE4TAMA
STRATEGIC INNOVATIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Strategic Innovations LLC
7591 N. Ingram Avenue, Suite 101
Fresno, CA 93711
Chapter 11 Petition Date: September 1, 2022
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 22-11541
Judge: Hon. Jennifer E. Niemann
Debtor's Counsel: David C. Johnston, Esq.,
DAVID C. JOHNSTON
1600 G Street, Suite 102
Modesto, CA 95354
Tel: (209) 579-1150
Email: david@johnstonbusinesslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Royce Newcomb as managing member.
The Debtor failed to include in the petiton a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SVDBDQI/Strategic_Innovations_LLC__caebke-22-11541__0001.0.pdf?mcid=tGE4TAMA
TEDESCHI & SONS: Court OKs Cash Collateral Access Thru Sept 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Tedeschi & Sons Inc. to use cash collateral on a
continued basis through September 8, 2022.
The Debtor is authorized to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the U.S.
Trustee for quarterly fees; (b) the current and necessary expenses
set forth in the budget; and (c) additional amounts as may be
expressly approved in writing by creditor, the U.S. Small Business
Administration, (which approval will not be unreasonably withheld)
within 48 hours of the Debtor's request. The Debtor will be
entitled to prompt court hearings on any disputed proposed
expenditures.
As adequate protection, the SBA will have a perfected post-petition
lien against cash collateral to the same extent and with the same
validity and priority as the pre-petition lien, without the need to
file or execute any documents as may otherwise be required under
applicable nonbankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the SBA.
A continued preliminary hearing on the matter is scheduled for
September 8 at 1:30 p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3ekiGdQ from PacerMonitor.com.
The budget provides for total expenses, on a monthly basis, as
follows:
$11,918 for August 2022;
$11,113 for September 2022; and
$11,738 for October 2022.
About Tedeschi & Sons
Tedeschi & Sons Inc. -- https://www.tedeschitax.com/ -- is an
expert in all areas of accounting, bookkeeping, consulting,
outsourcing, payroll and business services. It takes care of
clients' tax, accounting and bookkeeping needs.
Tedeschi & Sons filed a petition for relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-02046) on June 8, 2022, listing up to $50,000 in assets and up
to $500,000 in liabilities. Jerrett M. McConnell has been appointed
as Subchapter V trustee.
Judge Tiffany P. Geyer oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC is the Debtor's
counsel.
TIMBER PHARMACEUTICALS: Gets Listing Deficiency Notice From NYSE
----------------------------------------------------------------
Timber Pharmaceuticals, Inc. received a deficiency letter from the
NYSE American LLC indicating that the Company is not in compliance
with the NYSE American continued listing standard set forth in
Section 1003(f)(v) of the NYSE American Company Guide because its
shares of common stock have been selling for a substantial period
of time at a low price per share, which NYSE American determined to
be a 30 trading day average price of less than $0.20 per share.
The NYSE American staff determined that the Company's continued
listing is predicated on it demonstrating sustained price
improvement within a reasonable period of time or effecting a
reverse stock split of its common stock, which the staff determined
to be until Feb. 23, 2023, which could be extended to the Company's
next annual meeting of stockholders to be held in 2023. The
Company intends to regain compliance with the NYSE American's
continued listing standards by undertaking a measure or measures
that are for the best interests of the Company and its
stockholders.
The Letter has no immediate effect on the listing or trading of the
Company's common stock and the common stock will continue to trade
on the NYSE American under the symbol "TMBR". Additionally, the
Letter does not result in the immediate delisting of the Company's
stock from the NYSE American. The Company's receipt of the Letter
does not affect the Company's business, operations or reporting
requirements with the Securities and Exchange Commission. The
Company is actively engaged in discussions with the Exchange and is
developing plants to regain compliance with the NYSE American's
continued listing standards within the cure period.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber Pharmaceuticals reported a net loss of $10.64 million for
the year ended Dec. 31, 2021, compared to a net loss of $15.12
million for the year ended Dec. 31, 2020. As of June 30, 2022, the
Company had $9.91 million in total assets, $8.56 million in total
liabilities, and $1.35 million in total stockholders' equity.
Short Hills, New Jersey-based KPMG LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 31, 2022, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
TRX HOLDCO: Hearing Tuesday on Continued Cash Collateral Access
---------------------------------------------------------------
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
September 6, 2022.
The Debtors are permitted to use cash collateral to pay:
(a) quarterly fees to the United States Trustee and any
required Court costs; and
(b) in the ordinary course of business, the expenses set forth
in the Debtors' Third Updated Budgets.
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.
An eighth interim hearing on the matter is scheduled for September
6 at 10 a.m.
A copy of the order is available at https://bit.ly/3KL5Pxl 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.
VALLEY TRANSPORTATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Valley Transportation, Inc.
2837 S. East Ave.
Fresno, CA 93725
Business Description: The Debtor provides pickup and delivery
services.
Chapter 11 Petition Date: September 1, 2022
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 22-11540
Judge: Hon. Rene Lastreto II
Debtor's Counsel: Riley C. Walter, Esq.
WANGER JONES HOLSLEY
265 E. River Park Circle, Ste. 310
Fresno, CA 93720-1563
Tel: (559) 233-4800
Email: rwalter@wjhattorneys.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Deborah Simpson as chief executive
officer.
The Debtor provided an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZDLRGZY/Valley_Transportation_Inc__caebke-22-11540__0001.0.pdf?mcid=tGE4TAMA
VOYAGER DIGITAL: Committee Taps FTI Consulting as Financial Advisor
-------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Voyager Digital Holdings, Inc. and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ FTI Consulting, Inc. as its
financial advisor.
FTI Consulting will render these services:
(a) assist in the review of financial related disclosures
required by the court.
(b) assist with the assessment and monitoring of the Debtors'
short term cash flow, liquidity, and operating results;
(c) assist with the review of the Debtors' proposed key
employee retention and other employee benefit programs;
(d) assist with the review of the Debtors' analysis of core
business assets;
(e) assist with the review of the Debtors' cost/benefit
analysis with respect to the assumption or rejection of various
executory contracts and leases;
(f) assist with the review of the Debtors' identification of
potential cost savings;
(g) assist in the review and monitoring of the asset sale
process;
(h) assist with review of any tax issues;
(i) assist in the review of the claims reconciliation and
estimation process;
(j) assist in the review of other financial information
prepared by the Debtors;
(k) assist in the review and analysis of cryptocurrency and
digital assets;
(l) attend at meetings and assist in discussions with the
Debtors, potential investors, banks, other secured lenders, ad hoc
creditor groups, the committee and any other official committees
organized in these Chapter 11 proceedings, the U.S. Trustee, other
parties in interest and professionals hired by the same, as
requested;
(m) assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan and related
disclosure statement in these Chapter 11 proceedings;
(n) assist in the evaluation and analysis of avoidance
actions;
(o) assist in the prosecution of committee
responses/objections to the Debtors' motions;
(p) render such other general business consulting or such
other assistance as the committee or its counsel may deem
necessary.
The hourly rates of FTI Consulting's professionals are as follows:
Senior Managing Directors $550 - $1,325
Directors/Senior Directors/Managing Directors $390 - $960
Consultants/Senior Consultants $225 - $695
Administrative/Paraprofessionals $160 - $300
In addition, the firm will seek reimbursement for expenses
incurred.
Michael Cordasco, a senior managing director at FTI Consulting,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael Cordasco
FTI Consulting, Inc.
1166 Avenue of the Americas, 15th Floor
New York, NY 10036
Telephone: (212) 247-1010
Email: michael.cordasco@fticonsulting.com
About Voyager Digital Holdings
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, Voyager Digital
Holdings estimated assets and liabilities between $1 billion and
$10 billion.
Judge Michael E. Wiles oversees the cases.
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 administrative advisor.
On July 19, 2022, the U.S. Trustee for the Southern District of New
York appointed an official committee of unsecured creditors in
these Chapter 11 cases. The committee tapped McDermott Will & Emery
LLP as counsel and FTI Consulting, Inc. as financial advisor.
VOYAGER DIGITAL: Committee Taps McDermott Will & Emery as Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Voyager Digital Holdings, Inc. and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ McDermott Will & Emery LLP
as its counsel.
The firm will render these legal services:
(a) advise the committee with respect to its rights, duties,
and powers in the Chapter 11 cases;
(b) assist and advise the committee in its consultations and
negotiations with the Debtors and other parties-in-interest
relative to the administration of the Chapter 11 cases;
(c) solicit information from and provide information to the
general creditor body;
(d) assist the committee in analyzing the claims of the
Debtors' creditors and their capital structure and in negotiating
with holders of claims and equity interests;
(e) assist the committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and their insiders and of the operation of their
businesses;
(f) assist the committee in its analysis of, and negotiations
with, the Debtors or any third-party concerning matters related to,
among other things, the assumption or rejection of certain leases
of non-residential real property and executory contracts, asset
dispositions, financing or other transactions, and the terms of one
or more plans of reorganization for the Debtors and accompanying
disclosure statements and related plan documents;
(g) assist and advise the committee as to its communications
with the general creditor body regarding significant matters in the
Chapter 11 cases;
(h) monitoring international precedings involving the Debtors
and property of the Debtors' estates;
(i) represent the committee at all hearings and other
proceedings before the court;
(j) review and analyze applications, orders, statements of
operations, and schedules filed with the court and advise the
committee as to their propriety and, to the extent deemed
appropriate by the committee, support, join, or object thereto;
(k) advise and assist the committee with respect to any
legislative, regulatory, or governmental activities;
(l) assist the committee in its review and analysis of the
Debtors' various agreements;
(m) prepare legal papers;
(n) investigate and analyze any claims belonging to the
Debtors' estates; and
(o) perform such other legal services as may be required or
are otherwise deemed to be in the interests of the committee.
The hourly rates of the firm's counsel and staff are as follows:
Partners $875 – $1,510
Counsel $755 – $1,300
Associates $545 – $1,190
Paraprofessionals $115 – $650
In addition, the firm will seek reimbursement for expenses
incurred.
Darren Azman, Esq., a partner at McDermott Will & Emery, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Darren Azman, Esq.
McDermott Will & Emery LLP
One Vanderbilt Avenue,
New York, NY 10017-3852
Telephone: (212) 547-5400
Facsimile: (212) 547-5444
About Voyager Digital Holdings
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, Voyager Digital
Holdings estimated assets and liabilities between $1 billion and
$10 billion.
Judge Michael E. Wiles oversees the cases.
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 administrative advisor.
On July 19, 2022, the U.S. Trustee for the Southern District of New
York appointed an official committee of unsecured creditors in
these Chapter 11 cases. The committee tapped McDermott Will & Emery
LLP as counsel and FTI Consulting, Inc. as financial advisor.
WALL012 LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: WALL012, LLC
3926 Vista Woods Drive
Carrollton, TX 75007
Chapter 11 Petition Date: September 1, 2022
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 22-41135
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road
Suite 850
Dallas, TX 75251
Tel: 972-991-5591
Fax: 972-991-5788
Email: eric@ealpc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tim Barton as president of managing
member.
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/ESWI4QQ/WALL012_LLC__txebke-22-41135__0001.0.pdf?mcid=tGE4TAMA
WALL016 LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: WALL016, LLC
3926 Vista Woods Drive
Carrollton, TX 75007
Case No.: 22-41136
Chapter 11 Petition Date: September 1, 2022
Court: United States Bankruptcy Court
Eastern District of Texas
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road
Suite 850
Dallas, TX 75251
Tel: 972-991-5591
Fax: 972-991-5788
Email: eric@ealpc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tim Barton as president of General
Partner.
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/E3PGDIA/WALL016_LLC__txebke-22-41136__0001.0.pdf?mcid=tGE4TAMA
WALL017 LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: WALL017, LLC
3926 Vista Woods Drive
Carrollton, TX 75007
Chapter 11 Petition Date: September 1, 2022
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 22-41137
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road
Suite 850
Dallas, TX 75251
Tel: 972-991-5591
Fax: 972-991-5788
Email: eric@ealpc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tim Barton as president of Managing
Member.
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/FDSEY6I/WALL017_LLC__txebke-22-41137__0001.0.pdf?mcid=tGE4TAMA
WESTMINSTER AT LAKE RIDGE: Fitch Affirms BB on Series 2016 Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Rating on
Westminster Presbyterian Retirement Community, VA d/b/a Westminster
at Lake Ridge (WLR). Fitch has also affirmed the 'BB' rating on the
series 2016 bonds issued by the Industrial Development Authority of
the County of Prince William, Virginia issued on behalf of WLR.
The Rating Outlook has been revised to Stable from Negative.
SECURITY
The bonds are secured by a gross revenue pledge of and security
interest in the gross revenue of the obligated group (WLR is the
only member), a mortgage lien on the community, and a series
specific debt service reserve that is cash funded to maximum annual
debt service (MADS) of $3.34 million.
ANALYTICAL CONCLUSION
The affirmation of the 'BB' rating and revision of the Outlook to
Stable reflects improvement in operating performance in fiscal 2021
ended December 31, with continued improvement through the first
half of fiscal year 2022, ended June 30th. The improvement in
operating performance is driven by stronger occupancy in assisted
living (AL) and the skilled nursing facility (SNF), rate increases
and tight expense controls.
Occupancy in the SNF recovered to over 75% through the first half
of fiscal 2022 which is above budgeted expectations and expected to
remain strong for the remainder of the year. The affirmation also
reflects balance sheet metrics that are in line with Fitch's
expectations during the last review.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'
Steady Demand for ILUs
WLR is a single-site community located approximately 30 miles
southwest of Washington D.C. Approximately 60% of WLR's residents
are from the nearby suburbs slightly closer to D.C. Fairfax County,
Alexandria, Arlington and parts of Prince William County, VA. The
community includes the full continuum of care with independent
living units (ILUs), AL units (ALUs), and SNFs. ILU occupancy has
averaged 95% over the last five years with some softening through
the pandemic, although still in line with the midrange assessment.
ALU and SNF occupancy rates were pressured in recent years by the
pandemic but stabilized in 2022. Management attributes the improved
occupancy in SNF to a new director of admissions who has been
successful in driving referrals from local hospitals.
Competition is limited in the immediate service area, but the
larger region has seen increasing competition. WLR differentiates
itself from other communities as it offers the full continuum of
care on a large open green space. WLR maintains a waitlist of
approximately 100 residents with a $5,000 deposit. Rate increases
have averaged between 3.5% and 4% over the last three years and
weighted average entrance fees are considered affordable relative
to housing prices in the market.
Operating Risk: 'bbb'
Improving Operating Performance
WLR's operating risk is midrange with net operating margin (NOM)
and NOM-adjusted (NOMA) averaging 3.5% and 21.8% over the last five
fiscal years. Performance began to weaken several years ago and was
exacerbated in 2020 by the pandemic. However, management's strong
cost control, annual rate increases and improvement in occupancy
led to better operating performance in fiscal 2021.
Results have improved further through the first half of fiscal 2022
with WLR reporting NOM and NOMA of 10.5% and 22.4%. Management
expects some dilution in operating performance stemming from
expenses pressure for the remainder of the year, but expects that
margins will ultimately be stronger than fiscal 2021 results.
Operating ratio and debt burden are in line with the assessment
while revenue only MADS coverage is light for the rating at just
0.2x as of June 30, 2022.
Capex-to-depreciation has averaged 266% over the last five years as
WLR has invested heavily in the campus, largely focused on
independent living and common areas. Management reports these
strategic investments are completed and it expects to fund capital
expenditures at approximately 50% over the next three years.
However, WLR's long-range plan calls for further updates and
renovation of the SNF and ALUs, but these investments would likely
need to be paired with a successful ILU expansion.
Given the decline in cash and pressured operating results, these
plans are on hold as the system reevaluates its strategy. Capital
related metrics are sufficient for the rating with debt burden and
debt to net available of 14.2% and 12.8x, respectively.
Financial Profile: 'bb'
Constrained Liquidity
Based on year to date 2022 results through June, cash-to-adjusted
debt is sufficient for the 'bb' assessment, given WLR's midrange
revenue defensibility and operating risk assessments, and its
anticipated to gradually improve over time as the community
maintains stronger occupancy levels.
WLR's unrestricted cash and investments totaled $11.1 million as of
June 30, 2022, representing a weak 27% of adjusted debt and 187
days cash on hand. MADS coverage including entrance fees shows a
sound five-year average of 2.1x, which is comfortably in excess of
the 1.2x requirement. Fitch believes that occupancy will continue
to recover across the continuum as management continues to address
the challenges related to the pandemic.
The strategic investments in independent living and the common
areas should allow for stable occupancy and help the community to
remain competitive in its service area. As a result of these
improvements combined with management's efforts to tighten expense
controls Fitch expects incremental improvement in cash flow,
although we do not expect unrestricted cash to grow significantly
from current levels as WLR continues to fund capital needs and debt
obligations. Fitch expects WLR will sustain sufficient
cash-to-adjusted debt and MADS coverage levels through the base
case scenario that are line with the current rating, which factors
in Fitch's standard portfolio stress.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Erosion of liquidity or additional debt with cash to adjust
debt below 30% on a consistent basis;
-- Failure to maintain operating performance improvement.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Sustained improvement in financial performance and
stabilization of occupancy;
-- Stabilization of cash levels at the current levels with cash-
to-adjusted debt maintained comfortably above 30%.
CREDIT PROFILE
WLR is a primarily Type C (fee for service) life plan community
(LPC) with 235 ILU's including a residential center with 140
apartment units and 95 standalone cottages and a healthcare center
consisting of 40 ALUs (34 private and six semi-private units), and
a SNF with all private rooms. WLR closed 16 SNF beds in 2020 due to
operating pressure but reopened 10 beds in 2022, following improved
occupancy level increasing its available beds to 54 from 44.
Occupancy levels are based on the 54 beds. The community was opened
in 1993 and sits on 62 acres in Lake Ridge, VA, about 30 miles
southwest of Washington, D.C. WLR is the sole member of the
obligated group and generated $25.6 million in 2021 (FYE December
31).
WLR's parent, Ingleside, is the sole corporate member of the two
other LPCs, Ingleside at King Farm, MD (B-/Stable) and Ingleside at
Rock Creek in Washington, D.C. as well as a supporting foundation,
a for-profit development company, and non-profit home care service
provider.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Rating Prior
------ -----
Westminster Presbyterian
Retirement Community (VA) LT IDR BB Affirmed BB
Westminster Presbyterian
Retirement Community (VA)
/General Revenues/1LT LT BB Affirmed BB
WHITE RABBIT: Wins Cash Collateral Access Thru Sept 30
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington at
Vancouver authorized White Rabbit Ventures, Inc., dba Matrix
Roofing, and Home Solutions dba Matrix Roof+Home to use cash
collateral on a further interim basis in accordance with the budget
through September 30, 2022.
The U.S. Small Business Administration is granted a replacement
lien in the Debtor's postpetition assets, to the same extent,
validity, and priority it had in the Debtor's prepetition assets,
excluding any security interests in avoidance actions pursuant to
Sections 506(c), 544, 545, 547, 548, and 549 of the Bankruptcy
Code, and without prejudice to the ability of the Debtor or its
creditors to contest the amount, validity and priority of the
replacement lien.
A continued hearing on the matter is scheduled September 22 at 9
a.m. by telephone.
A copy of the order and the Debtor's budget for September 2022 is
available at https://bit.ly/3CS4oLr from PacerMonitor.com.
The Debtor projects $304,054 in total expenses.
About White Rabbit Ventures, Inc.
White Rabbit Ventures, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40173) on
February 14, 2022. In the petition signed by Wendy J. Marvin, chief
executive officer, the Debtor disclosed up to $1 million in assets
and up to $10 million in liabilities.
Judge Mary Jo Heston oversees the case.
Geoffrey Groshong, Esq., at Groshong Law PLLC is the Debtor's
counsel.
WILLIAMS HOLDINGS: Seeks Chapter 11 Bankruptcy Protection
---------------------------------------------------------
William Holdings LLC filed for chapter 11 protection without
stating a reason.
William Holdings estimates between 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Oct. 4, 2022, at 9:15 AM at UST-LA3, TELEPHONIC MEETING. CONFERENCE
LINE:1-866-811-2961, PARTICIPANT CODE:9609127.
Proofs of claim are due by Jan. 2, 2023.
About William Holdings LLC
William Holdings LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14708) on August 29,
2022. In the petition filed by Kameron Segal, as CEO, the Debtor
reported assets and liabilities between $10 million and $50
million.
Michael Jay Berger is the Debtor's counsel.
WYOTRANS LLC: Seeks Continued Cash Collateral Access Thru Oct 31
----------------------------------------------------------------
Wyotrans, LLC asks the U.S. Bankruptcy Court for the District of
Arizona for authority to continue using cash collateral on an
interim basis through October 31, 2022.
Prior to the Petition Date, the Debtor entered into a Factoring
Agreement with England Carrier Services, LLC where by it sold the
rights to collect various receivables subject to the terms and
conditions of the Agreement. England Carrier Services, LLC
perfected its interest in the Debtor's future receivables on May
12, 2021 by recording a first position UCC-1 statement with the
Arizona Secretary of State.
Prior to the Petition Date, the Debtor entered into a Merchant Cash
Advance Agreement with Rival. Rival perfected its interest in the
Debtor's future receivables under the MCA on April 18, 2022 by
recording a second position UCC1 statement with the Wyoming
Secretary of State.
Prior to the Petition Date, the Debtor entered into an Agreement
for the Purchase and Sale of Future Receipts with Fincoast Capital,
LLC. Fincoast asserts that the transaction between it and the
Debtor amounts to an outright sale of certain assets and, as a
result, those assets are not property of the bankruptcy estate.
However, Fincoast has filed a "secured" Proof of Claim.
On June 29, 2022 the Debtor, Rival and Fincoast entered into a
Stipulation for the use of cash collateral. An Order approving that
Stipulation was entered on July 19. Pursuant to the Order, the cash
collateral agreement was subject to extension either by agreement
of the parties or further Order of the Court.
Between the time of the entry of the Order authorizing the use of
cash collateral and the filing of this Motion, the Parties worked
together and, by agreement, extended the authority for the use of
cash collateral through and including August 31.
Through an oversight, the Debtor's Counsel did not reach out to
Rival and Fincoast until August 30, 2022 to seek an agreement to
extend the use of cash collateral through the Confirmation process.
While it is expected that approval of the use of cash collateral
will be forthcoming from both Rival and Fincoast, the Motion was
filed out of an abundance of caution as consent to the use of cash
collateral will technically expire at the end of August 31.
The Debtor proposes to use the budget supplied to Rival and
Fincoast for August, 2022, as the budget for each month, September,
2022 and October, 2022 for the purpose of funding the expenses of
tperating the Debtor's operations, in the ordinary course.
As additional adequate protection of Rivals's security interest and
any interest Fincoast asserts, the Debtor grants to Rival and
Fincoast replacement liens in all categories of assets of the
Debtor's bankruptcy estate.
The Debtor agrees that the use of cash collateral will terminate
immediately and automatically upon an occurrence of the following:
a. Entry of an order dismissing or converting Debtor's chapter
11 case to a chapter 7 case;
b. Entry of an order appointing a chapter 11 trustee with
greater powers than those currently held by the Subchapter V
Trustee; or
c. Written agreement of Debtor and/or Rival and Fincoast to
terminate the use of cash collateral.
A copy of the motion is available at https://bit.ly/3QcdntZ from
PacerMonitor.com.
About WYOTRANS LLC
WYOTRANS LLC, doing business as National Freight Carriers, is a
U.S. Department of Transportation-registered motor carrier.
WYOTRANS, LLC, sought protection under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 22-03353) on
May 25, 2022. In the petition filed by Michelle Allen, as managing
member, WOTRANS LLC listed estimated assets between $100,000 and
$500,000 and estimated liabilities between $500,000 and $1
million.
The case is assigned to the Honorable Bankruptcy Judge Daniel P.
Collins.
Allan D. Newdelman PC, is the Debtor's counsel.
Jennifer A. Giaimo has been appointed as Subchapter V trustee.
ZIER PROPERTIES: Unsecureds Likely Out of Money Under Plan
----------------------------------------------------------
Zier Properties Reverse LLC submitted a Second Amended Disclosure
Statement explaining its Chapter 11 Plan.
Since the Petition Date, the Debtor has been receiving regular
income from rents and has been paying its expenses with that
income. The Debtor leases out the residence at 903 Deschutes. This
is a multi-level duplex with complete separate living areas. The
upper unit is leased to Bart Zier and the second unit is leased to
Lakeview Gardens Adult Home. The upper unit is leased for $2500 a
month and the bottom unit varies depending on the tenants at the
time. However, rents are being raised and it is anticipated that
the upper unit will rent out at $3,850 to Bart Zier and the lower
will be renting out for about $5,500. This rent increase will
begin on Oct. 1, 2022. Historically, Lakeview Gardens has not been
paying direct monthly rent to Zier property, instead Lakeview
Gardens has been depositing the rent money to their own account and
transferring it to the debtor's account money to pay the property
taxes and property insurance when it comes due. However, going
forward, both tenants will directly pay the debtor monthly which
will reflect on the Monthly Operating Reports.
The Plan centers around the restructuring of the Debtors
obligations to B&P to allow the Debtor to make payments on the
principal owed as well as the arrearage with the balance of
arrearage being added to the loan with B&P at the end of the plan
period. B&P will be paid monthly from the rents received from
tenants on The Real Property. The Debtor has provided a budget
showing income and expenses. See Exhibit B with the following link:
https://bit.ly/3R9x5HC. Should rents increase because of the
market rate increases, or if additional renters are engaged, the
increased profits from rents will be applied to the B&P arrearage.
In any event, B&P will be paid at least $3,122 per month which will
be applied to principal and interest and a minimum of $800 per
month toward arrearages. Interest on the arrearage will accrue at
zero percent.
The Plan anticipates that Thurston Counties taxes on The Real
Property which are due for the years 2015-2020 will be paid in
full, at the statutory interest rate. The Thurston County taxes
will be kept current during the pendency of the plan.
All other money received by the Debtor will be collected in a fund
and used to pay monthly expenses of the Debtor as needed and
required.
General Unsecured creditors, which include Sunwest Bank will likely
not receive any payment from the Debtor, considering the large
amount of arrearage that is owed to B&P. This is true even if the
Debtor liquidates The Real Property, which the Debtor does not
anticipate will happen in this case.
The Debtor does not anticipate liquidating the property during the
pendency of the plan, but the Debtor does not preclude that option
and has included such language in the plan.
The Debtor anticipates that any other Voluntary or Involuntary Lien
Holder will be crammed down and/or lien stripped pursuant to the
plan under section1141(c) of the code which will provide that "all
property" of the debtor will vest in the debtor free and clear of
creditor's interest.
The Debtor believes the Plan is conservative, realistic and can be
achieved.
Class 3 General Unsecured Creditors will not receive any
distribution from the Debtor. $38,000 is owed to Donna Zier and
$700,000 is owed to Sunwest. Class 3 is impaired.
The Plan provides for full repayment of the Thurston County
Assessor and partial repayment of the arrearages of B&P over five
years. The Debtor believes the Plan to be reasonable and can be
achieved. As such, the Debtor believes the Plan is feasible as
defined by Bankruptcy Code requirements.
Attorney for the Debtor:
David C. Smith, Esq.
201 Saint Helens Ave.
Tacoma, WA 98402
Tel: (253) 272-4777
Fax: (253) 461-8888
A copy of the Second Amended Disclosure Statement dated August 24,
2022, is available at https://bit.ly/3RchRSp from
PacerMonitor.com.
About Zier Properties Reverse
Olympia, Wash.-based Zier Properties Reverse, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Wash. Case No. 20-42868) on Dec. 31, 2020, listing $1,000,300 in
assets and $2,862,193 in liabilities. Judge Mary Jo Heston oversees
the case. The Debtor is represented by the Law Offices of David
Smith, PLLC.
[^] BOND PRICING: For the Week from Aug. 29 to Sept. 2, 2022
------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Ahern Rentals Inc AHEREN 7.375 76.245 5/15/2023
Ahern Rentals Inc AHEREN 7.375 76.124 5/15/2023
Applied Optoelectronics AAOI 5.000 64.344 3/15/2024
Audacy Capital Corp CBSR 6.500 31.582 05/01/2027
Avaya Holdings Corp AVYA 2.250 35.750 6/15/2023
BPZ Resources Inc BPZR 6.500 3.017 03/01/2049
Basic Energy Services BASX 10.750 8.000 10/15/2023
Basic Energy Services BASX 10.750 15.000 10/15/2023
Bed Bath & Beyond Inc BBBY 3.749 42.123 08/01/2024
Buckeye Partners LP BPL 6.375 80.570 1/22/2078
Buffalo Thunder
Development Authority BUFLO 11.000 54.482 12/09/2022
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 17.835 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 8.130 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 18.417 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 8.647 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 18.480 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 18.417 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 18.973 8/15/2026
Diebold Nixdorf Inc DBD 8.500 61.773 4/15/2024
EnLink Midstream
Partners LP ENLK 6.000 76.750
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Transfer LP ET 6.250 83.970
Envision Healthcare Corp EVHC 8.750 32.190 10/15/2026
Envision Healthcare Corp EVHC 8.750 32.343 10/15/2026
Exela Intermediate
LLC / Exela Finance EXLINT 11.500 31.822 7/15/2026
Exela Intermediate
LLC / Exela Finance EXLINT 10.000 68.220 7/15/2023
Exela Intermediate
LLC / Exela Finance EXLINT 11.500 32.019 7/15/2026
Exela Intermediate
LLC / Exela Finance EXLINT 10.000 68.220 7/15/2023
GNC Holdings Inc GNC 1.500 0.706 8/15/2020
GTT Communications Inc GTTN 7.875 7.797 12/31/2024
GTT Communications Inc GTTN 7.875 8.125 12/31/2024
General Electric Co GE 3.150 99.999 09/07/2022
Goldman Sachs Group GS 5.000 95.250
JPMorgan Chase & Co JPM 4.625 92.000
Lannett Co Inc LCI 7.750 32.831 4/15/2026
Lannett Co Inc LCI 4.500 29.650 10/01/2026
Lannett Co Inc LCI 7.750 33.265 4/15/2026
MAI Holdings Inc MAIHLD 9.500 30.000 06/01/2023
MAI Holdings Inc MAIHLD 9.500 30.000 06/01/2023
MAI Holdings Inc MAIHLD 9.500 30.000 06/01/2023
MBIA Insurance Corp MBI 13.772 11.209 1/15/2033
MBIA Insurance Corp MBI 13.772 11.209 1/15/2033
Metropolitan Life
Global Funding I MET 2.115 99.818 09/08/2022
Moody's Corp MCO 2.625 99.714 1/15/2023
Morgan Stanley MS 1.800 75.550 8/27/2036
OMX Timber Finance
Investments II LLC OMX 5.540 0.850 1/29/2020
Party City Holdings Inc PRTY 6.125 71.486 8/15/2023
Party City Holdings Inc PRTY 6.125 71.486 8/15/2023
Patriot National
Bancorp Inc PNBK 6.250 73.099 6/30/2028
Patriot National
Bancorp Inc PNBK 6.250 73.099 6/30/2028
Plains All American
Pipeline LP PAA 6.125 84.000
Renco Metals Inc RENCO 11.500 24.875 07/01/2003
Revlon Consumer
Products Corp REV 6.250 17.875 08/01/2024
Sears Holdings Corp SHLD 6.625 4.162 10/15/2018
Sears Holdings Corp SHLD 8.000 2.660 12/15/2019
Sears Holdings Corp SHLD 6.625 4.162 10/15/2018
Sears Roebuck Acceptance SHLD 7.000 1.148 06/01/2032
Sears Roebuck Acceptance SHLD 6.500 1.141 12/01/2028
Sears Roebuck Acceptance SHLD 6.750 0.816 1/15/2028
Sears Roebuck Acceptance SHLD 7.500 0.912 10/15/2027
Shift Technologies Inc SFT 4.750 29.750 5/15/2026
TPC Group Inc TPCG 10.500 54.030 08/01/2024
TPC Group Inc TPCG 10.500 53.500 08/01/2024
TerraVia Holdings Inc TVIA 5.000 4.644 10/01/2019
UpHealth Inc UPH 6.250 31.500 6/15/2026
Vroom Inc VRM 0.750 27.750 07/01/2026
Wesco Aircraft Holdings WAIR 8.500 50.623 11/15/2024
Wesco Aircraft Holdings WAIR 13.125 31.205 11/15/2027
Wesco Aircraft Holdings WAIR 8.500 55.024 11/15/2024
*********
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 ***