/raid1/www/Hosts/bankrupt/TCR_Public/221003.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, October 3, 2022, Vol. 26, No. 275
Headlines
129 N WALNUT: May Use $33,000 in Cash Collateral
212 EAST 72ND: Files Amendment to Disclosure Statement
2724 OCEAN: Court Denies Bid Procedures for Corona del Mar Property
5280 AURARIA: Files Emergency Bid to Access Cash Thru Dec 3
772 & 720 HOLDING: Voluntary Chapter 11 Case Summary
942 PENN RR: All Classes Unimpaired in Amended Plan
A AND N DIAMOND: May Use Suntrust's Cash Collateral
ADVANCED REIMBURSEMENT: Seeks Chapter 11 Bankruptcy
ALL SAINTS EPISCOPAL: Exclusivity Period Extended to April 12
ALPINE 4 HOLDINGS: RSM US Replaces MaloneBailey as Auditor
ALTERA INFRASTRUCTURE: $289.2M Unsecured Claims to Get Less Than 1%
ARMSTRONG FLOORING: Exclusivity Period Extended to Jan. 3
AYTU BIOPHARMA: Incurs $110.2 Million Net Loss in FY Ended June 30
BARTECH GROUP: Starts Subchapter V Case
BERWICK HOSPITAL: Voluntary Chapter 11 Case Summary
BLUE JAY COMMUNICATIONS: Wins Cash Collateral Access Thru Nov 15
BSPV-PLANO: Lender Agrees to Cash Collateral Access Thru Oct. 31
CAITHNESS SHEPHERDS: Fitch Affirms BB on Non-Guaranteed Debt
CARESTREAM HEALTH: JPMorgan DIP Loan Wins Final OK
CELSIUS NETWORK: Andersen Supports Appointment of Equity Panel
CELSIUS NETWORK: Preferred Holders Want Official Equity Committee
CHANNEL CLARITY: Claims to be Paid From Operations in 5 Years
CHILD'S TRUCKING: Case Summary & 17 Unsecured Creditors
CHIVINE RESOURCES: May Use $15,500 in Cash Collateral
CITE LLC: Sub V Trustee Has Cash Collateral Access Thru Oct 30
CLAURUS THERAPEUTICS: Hires Goodwin Procter as Lead Counsel
CLAURUS THERAPEUTICS: Hires Potter Anderson as Co-Counsel
CLAURUS THERAPEUTICS: Taps Raymond James as Investment Banker
CLAURUS THERAPEUTICS: Taps SierraConstellation to Provide CRO
CLEARWATER PLAINFIELD: Seeks to Hire r2 advisors as CRO
COASTAL DRILLING: Hires Energy Capital as Investment Banker
COLEMAN COMMERCIAL: Krause Buying McCarthy's Sports Bar for $170K
COLORTEK COLLISION: Wins Interim Cash Collateral Access
CONTINENTAL COUNTRY: Has Continued Access to Sunwest Bank's Cash
CORPORATE COLOCATION: Court OKs Deal on Cash Collateral Access
DISTRICT LIFESTYLE: Case Summary & 20 Largest Unsecured Creditors
DORSEY LEON HAMMOND: $250K Sale of Decatur Property to Agape Okayed
DURAN TRANSFER: Seeks Cash Collateral Access
EASCO BOILER: Sale of Assets to Oil Co. of Brooklyn Approved
EASCO BOILER: Unsecureds' Recovery to Depend on Outcome of Sale
EL JEBOWL: Amends Unsecureds & Veritex Secured Claims Pay Details
ELECTRIC LAST: Trustee Sets Bid Procedures for $55M All Assets Sale
EMPIRE PRIME: Unsecured Creditors Will Get 100% in 36 Months
ENVEN ENERGY: S&P Places 'B-' ICR on CreditWatch Positive
ESCALON MEDICAL: Posts $18K Net Income in FY Ended June 30
EVANGELICAL HOMES: Fitch Affirms 'BB' IDR, Outlook Negative
EXPRESSJET AIRLINES: Seeks to Hire Moore Colson as Accountant
EXPRESSJET AIRLINES: Seeks to Hire Morris Nichols as Legal Counsel
F-12 ENTERTAINMENT: Seeks to Hire Steve Hoffman as Special Counsel
F-12 ENTERTAINMENT: Taps Larson & Zirzow as Reorganization Counsel
F-12 ENTERTAINMENT: Taps William Ceravolo, EA as Accountant
FIRST TO THE FINISH: U.S. Trustee Unable to Appoint Committee
FLOORIT FINANCIAL: Case Summary & Eight Unsecured Creditors
FORTRESS TRANSPORTATION: S&P Affirms 'B' ICR, Alters Outlook to Pos
GABHALTAIS TEAGHLAIGH: $450K Sale of Torrington Property Approved
GENOCEA BIOSCIENCES: Claims Bar Date Set for Oct. 31, 2022
GETSWIFT INC: Seeks to Hire WD Numeric Corporate as Accountant
GIGA-TRONICS INC: Hikes Authorized Common Shares to 100 Million
GWG HOLDINGS: Exclusivity Period Extended to Oct. 15
HAMMERTOWN LLC: Continued Operations to Fund Plan
HAN JOE RO: Gets Approval to Hire CBRE Inc. as Appraiser
HAVEN CAMPUS: Exclusivity Period Extended to Nov. 14
HIE HOLDINGS: U.S. Trustee Dissolves Creditors' Committee
HJ DYNAMIC: Can Tap $600,000 from AAVIN DIP Loan
IAZ LAND: Creditors to Get Proceeds From Liquidation
IBIO INC: Reports Preliminary Fiscal Year 2022 Financial Results
INNOVATION PHARMACEUTICALS: Incurs $7M Net Loss in FY Ended June 30
JJS LOGISTICS: Oct. 3 Final Hearing on Sale of Property & Vehicles
JOHN W. MCCRUMMEN: $40K Sale of 3 Coffee County Properties Approved
JOHN'S FAMILY: Seeks Cash Collateral Access
K & I BEAUTY: Disposable Income to Fund Plan Payments
KEYS MEDICAL: Unsecureds to be Paid in Full via Quarterly Payments
KING'S TOWING: Amends Plan to Resolve Secured Claims Issues
KINGS RIVER: Wins Interim Cash Collateral Access
KINTARA THERAPEUTICS: Posts $22.7-Mil. Net Loss in FY Ended June 30
KINTARA THERAPEUTICS: Registers 9M Shares Under 2017 Equity Plan
KRONOS WORLDWIDE: Moody's Affirms 'B1' CFR, Outlook Remains Stable
L&N TWINS: Resolves Maria Balaj's Proof of Claim; Amends Plan
LEONARD BLOOM: $6.5M Sale of San Diego Property to GLDEX Approved
LUCKY STAR-DEER: Proposed Auction of Deer Park Property Denied
MATHIS & MATHIS: Seeks to Hire Hahn & Associates as Accountant
MGA MANAGEMENT: Wins Cash Collateral Access Thru Oct 31
MICROVISION INC: MAVIN DR Dynamic Range Lidar Class 1 Compliant
MIDAS CONSTRUCTION: Seeks Cash Collateral Access
MOBIQUITY TECHNOLOGIES: Raises $532,500 From Securities Sale
MQ LAKEWOOD HILL: Sale of Parkwood Plaza Land to Henbell Approved
MY 2011 GRAND: Sale Hearing on Brooklyn Property Set for October 6
MYOMO INC: No Decision Yet on Benefit Category Change Application
NEW COAT PAINTING: Wins Interim Cash Collateral Access
O'BRIEN FAMILY: $2.71-Mil. Sale of Fort Lauderdale Property Granted
OAKVIEW FARMS: Nov. 2 Hearing on Approval of Disclosure Statement
ONE CALL: Moody's Cuts CFR to Caa1 & Secured First Lien Debt to B2
OVERLOOK ROAD: Unsecureds Likely to Recover 100% in Sale Plan
PHI GROUP: Delays Form 10-K Filing for Review
PHOENIX SERVICES: Oct. 5 Deadline Set for Panel Questionnaires
PHOENIX SERVICES: Seeks Cash Collateral Access, $200MM DIP Loan
PRIME ECO: Seeks to Hire Dick Law as Special Litigation Counsel
RAINBOW LAND: Makes Amendments to Plan Disclosures
RAYMOND MARK LEICH: Proposed $660K Sale of Tampa Property Approved
RHONDA E. REYNOLDS: Selling L.A. Property to Soroudi for $3.65-Mil.
RICHARD C. ANGINO: $15K Sale of Harrisburg Property to Parsons OK'd
RICHARD G. BROWN, SR: Court Approves Sale of Timber for $50K
ROWAN SAWDUST: Unsecureds Owed $300K to Get 100% With Interest
S-TEK 1 LLC: Wins Cash Collateral Access Thru Nov 30
SCHERTZ AERIAL: $10K Sale of Fertilizer Spreader to Sun Ag Approved
SERVICE ONE: Trustee Proposes Sale of Equipment by Auction
SHERRIE A. HEATON: $439K Sale of Golden Eagle Property Approved
SMART BAKING: Resolves Mareth Collective Trusts Claim Issues
SPG HOSPICE: Trustee Delays Disclosures Hearing to Oct. 20
SPRING MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
STATERA BIOPHARMA: Falls Short of Nasdaq Minimum Bid Price Rule
STRAUSS COMPANY: Oct. 27 Plan Confirmation Hearing Set
SUNGARD AS: Court Approves Proposed Sale of Assets to 11:11 Systems
SWAP.COM INC: Auction of Personal Property Set for Oct. 12, 2022
TALEN ENERGY: Exclusivity Period Extended to Dec. 20
TALOS ENERGY: Fitch Puts 'B-' IDR on Watch Pos. Amid EnVen Deal
TASEKO MINES: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
THOMAS R. MCCONNELL: Seeks Shortened Objection Period on Sale
THUNDER INC: Case Summary & 20 Largest Unsecured Creditors
TILTON ROAD: Tawil Buying Vineland City Property for $1.45 Million
TOP LINE GRANITE: Court OKs Cash Collateral Access Thru Dec 1
TOWER HEALTH: Fitch Lowers LongTerm IDR to 'CCC+'
TREETOP DEVELOPMENT: Seeks to Tap GlassRatner as Financial Advisor
TROIKA MEDIA: Signs Exchange Agreement With Preferred Stockholders
TROIKA MEDIA: Widens Net Loss to $38.7 Million in FY Ended June 30
TRX HOLDCO: May Use $303,822 in Cash Collateral
TURNER OAKWOOD: Seeks to Hire Everett Gaskins as Legal Counsel
VANESSA STOLLER: $6.1-Mil. Sale of Hidden Hills Property Approved
VENUE CHURCH: Wins Cash Collateral Access on Final Basis
VIAVI SOLUTIONS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
VOYAGER DIGITAL: Robertson Balks at Placeholder Plan & Disclosures
WESTBANK HOLDINGS: Liberty Park Unsecureds to Recover 40% in 2 Yrs
WHITE RABBIT: Wins Cash Collateral Access Thru Oct 31
WILMER TACORONTE ORTIZ: Creditor OSP Seeks Leave to File Sur-Reply
WOUAFF WOUAFF: Future Income to Fund Plan Payments
ZENTUARY GROUP: Unsecured Creditors to Split $18K over 60 Months
[^] BOND PRICING: For the Week from September 26 to 30, 2022
*********
129 N WALNUT: May Use $33,000 in Cash Collateral
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized 129 N Walnut Street LLC to use cash collateral on an
interim basis in accordance with the budget through November 17,
2022.
The Debtor is permitted to pay post-petition expenses of up to
$33,000 and only to pay actual and necessary expenses of its
operation as set forth in the budget.
To the extent of the diminution in the value of any interest it has
in rents, Basis Multifamily Finance I LLC, is granted a first
priority lien on: (i) all property acquired by the Debtor after the
filing of the case and any proceeds thereof, and (ii) any of the
Debtor's assets not already subject to Basis' alleged security
interest and any proceeds thereof -- in addition to any existing
liens it may hold on the Property and the Rents or otherwise.
As further adequate protection, the Debtor will make payment to
Basis of $27,954, three business days from the date of this order
and again on October 31, which may be paid from the Rents. Basis
will be granted an allowed superpriority administrative expense
claim, pursuant to Section 507(b) of the Bankruptcy Code, with
priority over all administrative expense claims and unsecured
claims against the Debtor, to the extent of the diminution of its
alleged interest in the value of the Rents.
Basis will not have any lien on any avoidance actions under
subchapter 5 of the Bankruptcy Code. Any substitute lien or
adequate protection claim granted will be subordinate to (i)
payment of United States Trustee's fees pursuant to 28 U.S.C. Sec.
1930 (a) (6) plus interest at the statutory rate for any fees not
paid in a timely manner, and any fees payable to the Clerk of the
Bankruptcy Court; and (ii) reasonable fees and expenses of a
Chapter 7 trustee allowable pursuant to 11 U.S.C. section 726 (b)
in an amount not to exceed $10,000.
A copy of the order is available at https://bit.ly/3LTvAMv from
PacerMonitor.com.
About 129 N Walnut Street LLC
129 N Walnut Street LLC owns a 41-unit apartment building in 129 N
Walnut Street LLC. The Property is currently fully occupied. The
Property is the Debtor's sole tangible asset. The Debtor's sole
source of revenue are the rents paid by tenants at the Property.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42104) on September 2,
2022. In the petition signed by Samuel Rosenbaum, managing member,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Elizabeth S. Stong oversees the case.
The Law Offices of Isaac Nutovic is the Debtor's counsel.
212 EAST 72ND: Files Amendment to Disclosure Statement
------------------------------------------------------
Secured creditor 72nd Ninth LLC submitted a First Amended
Disclosure Statement for First Amended Plan of Liquidation for
Debtor 212 East 72nd Street LLC dated September 26, 2022.
The Debtor's exclusive period to file a plan expired on July 20,
2022. To date, the Debtor has been unable to raise sufficient
financing to fund a reorganization. Consequently, the next logical
step was for the Proponent to file the Plan, which provides for the
liquidation of the Debtor by liquidating the Debtor's real property
and improvements thereon, commonly known as and located at 212 East
72nd Street, New York, New York 10021 (Block: 1426, Lot 42) (the
"Property") and use the proceeds from the sale to pay Claims, as
more fully described below and in the Plan.
The Proponent has engaged a broker (the "Broker") Leslie J.
Garfield & Co., Inc. ("Garfield") as its real estate advisor and it
shall market and auction the Property (the "Sale") to obtain the
highest and best price, in accordance with the applicable
provisions of the Bankruptcy Code. The Broker shall be retained
subject to certain conditions set forth in the Broker Engagement
Agreement. The Sale shall be conducted following confirmation of
the Plan, but subject to certain conditions set forth in the Plan.
In the event that the Available Cash on the Effective Date is
insufficient to provide creditors of the Debtor's estate with the
distributions required to be made on the Effective Date, any
shortfall will be funded by the Proponent (by either reducing the
distribution to be made on account of the 72nd Ninth Secured Claim,
or through Cash to be provided the Proponent) with any such
shortfall funding constituting an administrative claim against the
Debtor's estate payable from Cash after the Effective Date.
The Plan provides for the liquidation of the Debtor by selling the
Debtor's only material asset, the Property, to generate proceeds to
pay Allowed Claims of the Debtor's estate.
Class 4 consists of General Unsecured Claims. Each holder of an
Allowed Class 4 General Unsecured Claim will receive on account of
such claim a pro rata distribution of Available Cash after all
payments to Class 1 Claims, the Class 2 Claim, the Class 3 Claims,
and Statutory Fees, and Administrative Claims, with interest from
the Petition Date onwards at the rates set forth in the applicable
Notes as to Claims in Class 2 and interest from the Petition Date
onwards at the Federal Judgment Rate as to Claims in Class 1, Class
3 and Class 4, with interest as to all such Classes being paid in
full prior to any payments being made on account of principal;
provided, however, that if the Proponent is the Successful Bidder
based on a credit bid, the Proponent will provide a distribution of
$13,500.00 to holders of Claims in Class 4 other than the 72nd
Ninth Unsecured Claim, the Proponent agreeing to waive the right to
receive any distribution from such $13,500.00 as a member of this
Class.
Holders of Allowed Class 5 Interests shall continue to retain and
maintain such Interests in the Debtor and the Post-Confirmation
Debtor following the Effective Date of the Plan in the same
percentages as existed as of the Petition Date. Additionally, to
the extent that there is any Available Cash after full payment of
all Statutory Fees, Administrative Claims and all Claims, with
interest from the Petition Date onwards at the rates set forth in
the applicable Notes as to the Claim in Class 2, and interest from
the Petition Date onwards at the Federal Judgment Rate as to Claims
in Class 1, Class 3, and Class 4, with interest as to all such
Classes being paid in full prior to any payments being made on
account of principal, each holder of an Allowed Class 5 Interest
shall receive such remaining Available Cash, pro rata, in
accordance with their respective percentage interests in the
Debtor.
The Plan will be funded by monies made available from the Sale of
the Property. However, the Proponent shall advance such funds as
are necessary to make payments required under the Plan if the Sale
proceeds are insufficient to fund all payments required under the
Plan. As shown by commitment letter the and financial report,
Madison Realty Capital Debt Fund III LP will provide funds to
Proponent to fund the Plan, if necessary.
A full-text copy of the First Amended Disclosure Statement dated
September 26, 2022, is available at https://bit.ly/3E6dF35 from
PacerMonitor.com at no charge.
Attorneys for 72nd Ninth LLC:
Jerold C. Feuerstein, Esq.
Daniel N. Zinman, Esq.
Stuart L. Kossar, Esq.
KRISS & FEUERSTEIN LLP
360 Lexington Avenue, Suite 1200
New York, NY 10017
Tel: (212) 661-2900
About 212 East 72nd Street
212 East 72nd Street, LLC owns and operates a townhome located at
212 East 72nd St., N.Y.
212 East 72nd Street filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-10351) on March 22, 2022, listing as much as $50 million in both
assets and liabilities. Evanthia Koutis, member, signed the
petition.
Judge Lisa G. Beckerman oversees the case.
Leo Fox, Esq., in New York, represents the Debtor in its Chapter 11
case.
2724 OCEAN: Court Denies Bid Procedures for Corona del Mar Property
-------------------------------------------------------------------
Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California denies without prejudice 2724 Ocean
Blvd, LLC's proposed bidding procedures in connection with sale of
the real property located at 2724 Ocean Blvd., in Corona del Mar,
California 92625, APN: 052-040-03, for the reasons stated on the
record.
A hearing on the Motion was held on Sept. 14, 2022, at 1:30 p.m.
About 2724 Ocean Blvd LLC
2724 Ocean Blvd, LLC is a California limited liability company
formed on July 6, 2017. Formerly known as 505 N. Santa Fe, LLC,
the Debtor was formed originally for the purpose of developing the
real property located at 505 N. Santa Fe, Vista, Calif. Instead,
the Debtor purchased the real property located at 2724 Ocean
Boulevard, Corona Del Mar, Calif. On Jan. 11, 2018, the Debtor's
name was changed to 2724 Ocean Blvd, LLC.
2724 Ocean Blvd filed a voluntary petition for Chapter 11
protection (Bankr. C.D. Calif. Case No. 20-12027) on July 20,
2020,
listing as much as $50 million in both assets and liabilities.
Judge Mark S. Wallace oversees the case. Jeffrey I. Golden, Esq.,
at Weiland Golden Goodrich LLP, serves as the Debtor's legal
counsel.
5280 AURARIA: Files Emergency Bid to Access Cash Thru Dec 3
-----------------------------------------------------------
5280 Auraria, LLC asks the U.S. Bankruptcy Court for the District
of Colorado for authority to use cash collateral on an interim
basis in accordance with the budget, with a 15% variance, through
December 31, 2022.
The Debtor requires the use of cash collateral to fund the ordinary
course of its operations, including payroll and utilities.
DB Auraria LLC, an entity formed by Fortress Credit Corp. to
foreclose on the loan and own the Debtor's property, asserts a
senior security interest in all of the Debtor's assets pursuant to
a Deed of Trust, Assignment of Leases and Rents, Assignment of
Management Agreement, Lockbox Deposit Account Control Agreement:
a. On November 20, 2019, Debtor, as borrower, entered into a
Loan Agreement with Cantor Commercial Real Estate Lending, L.P.,
the Original Lender. Under the Loan Agreement, Original Lender
agreed to loan to Debtor $46,500,000.
b. The Loan was made and evidenced by a Promissory Note from
Debtor, as obligor, to Original Lender, as holder, dated November
20, 2019 for $24,000,000; and a second Promissory Note from Debtor,
as obligor, to Original Lender, as holder, dated November 20, 2019
for $22,500,000.
c. Fortress asserts that the Debtor's obligations under the
Loan Agreement and Promissory Notes were secured by, without
limitation, the Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated November 20, 2019
granted by Debtor to the Public Trustee of the City and County of
Denver for the benefit of the Original Lender.
d. A UCC-1 financing statement was filed on November 26, 2019
at Filing Number 20198398617.
e. The Debtor executed (i) an Assignment of Leases and Rents,
dated November 20, 2019, from Debtor to Original Lender, which was
recorded with the Clerk and Recorder for the City and County of
Denver on November 20, 2019 at Reception Number 2019164125, (ii) an
Assignment of Management Agreement and Subordination of Management
Fees, dated November 20, 2019, from Debtor to Original Lender and
consented to by Nelson Property Management, Inc., a California
corporation, (iii) a Lockbox—Deposit Account Control Agreement,
dated November 20, 2019, between Debtor and Original Lender and
KeyBank National Association, (iv) a Cash Management Agreement,
dated November 20, 2019, made by and among Debtor, Original Lender,
and Bank, and (v) a Collateral Assignment of Interest Rate Cap
Agreement, dated November 20, 2019, made by Debtor in favor of
Original Lender, and acknowledged by SMBC Capital Markets, Inc.
f. Fortress asserts that on or about November 5, 2021,
Fortress became the holder of the Promissory Notes through an
Assignment and Assumption Agreement, dated November 5, 2021.
Auraria Stub, LLC also assert a security interest in the Property
that is junior to Fortress's interest. The Mezz Lender asserts it
secured its junior "mezzanine" loan in the original principal
amount of $5,500,000 by a second priority deed of trust on the
Property and by a pledge of 25% of the equity interests in the
Debtor, held by Nelson Partners, LLC.
The Debtor does not believe the Mezz Lender claims that the rents
and receipts generated from the Property are its cash collateral.
The Mezz Lender has not given notice of its intent to claim an
interest in the rents and receipts and assert that such rents and
receipts are its cash collateral within the meaning of 11 U.S.C.
section 363.
The Loan matured on December 9, 2021.
On January 28, 2022, Fortress filed a Verified Complaint for Ex
Parte Appointment of Receiver in the District Court for the County
of Denver, Case No. 2022CV30256.
On January 31, 2022, Fortress filed its Verified Motion for Ex
Parte Appointment of Receiver in the State Court. The State Court
appointed Michael L. Staheli of Cordes & Company LLP as Receiver.
The Receiver took possession of the Property on January 31, 2022.
Fortress sought to foreclose on the Property. In accordance with
Colorado law, the foreclosure sale date was set for June 9, 2022 at
10:00 a.m.
Prior to the foreclosure sale, the Debtor filed for protection
under Chapter 11 of the Bankruptcy Code. The Receiver was in
possession of the Property on the Petition Date.
On June 13, 2022, Fortress filed a Motion to Excuse Receiver's
Compliance with 11 U.S.C. section 543(a) and (b). The Court denied
the motion on September 7, 2022.
The Receiver, the Debtor and Fortress have stipulated to a holdback
budget for the proposed payment of expenses for operation of the
Property through the end of September and certain costs of the
receivership. Other than as agreed to in connection with the
holdback budget, the Debtor is now in possession of the property
turned over by the Receiver, including the Property, and is
responsible for payment of operating expenses from October 1, 2022
going forward.
Now that the receivership is winding down and the Court has ordered
turnover of the Debtor's property, the Debtor must use the rents
and receipts paid to the Debtor by residents at the Property.
A copy of the motion is available at https://bit.ly/3M2zLWf from
PacerMonitor.com.
A copy of the Debtor's 90-day budget is available at
https://bit.ly/3dZ5M52 from PacerMonitor.com.
The budget provides for total operating expenses, on a monthly
basis, as follows:
$153,840 for October 2022;
$144,230 for November 2022; and
$145,230 for December 2022.
About 5280 Auraria
5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building
in downtown Denver aimed at providing housing for college students.
5280 Auraria's sole member and manager is Nelson Partners, LLC, a
Utah limited liability company. The individual principal is
Patrick Nelson.
5280 Auraria sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 22-12059) on June 9, 2022.
In the petition filed by Patrick Nelson, as managing member, the
Debtor listed between $50 million and $100 million in both assets
and liabilities.
Judge Kimberley H. Tyson oversees the case.
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is
the Debtor's counsel.
772 & 720 HOLDING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 772 & 720 Holding LLC
819 52nd Street
Brooklyn, NY 11220
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: September 30, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 22-42435
Judge: Jil Mazer-Marino
Debtor's Counsel: Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: dkirby@kacllp.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Bao Zhi Liu as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MDDDILI/772__720_Holding_LLC__nyebke-22-42435__0001.0.pdf?mcid=tGE4TAMA
942 PENN RR: All Classes Unimpaired in Amended Plan
---------------------------------------------------
942 Penn RR, LLC submitted a Disclosure Statement for First Amended
Plan of Reorganization dated September 26, 2022.
Creative Directions, Inc. ("CDI") is a Florida corporation that is
owned 50% by Raz and 50% by Mendez. Debtor originally listed CDI in
Schedule D as holding an undisputed secured claim in the amount of
$8,675,000.00 and listed the value of the Property at $1,617,630.00
based on the Miami-Dade County, Florida property tax records.
In a good faith effort to try to resolve various issues with the
Trustee, the other creditors and the bankruptcy estate, the CDI
Claim was withdrawn with prejudice on September 7, 2022 and CDI
dismissed Adversary Proceeding No. 22-1214-LMI (in which CDI sought
the entry of a final judgment determining that it had a valid
first-priority lien on the Property over all other secured
creditors) with prejudice.
Thereafter, on September 9, 2022, Debtor filed an Amended Schedule
D which deleted CDI as a creditor. Debtor also withdrew its Joint
Plan and Disclosure Statement.
Because of CDI's waiver of its claim, the total amount of filed
disputed claims in this estate is now $3,780,190.03 ($14,985,190.03
of total filed claim minus the $11,205,000.00 CDI Claim). However,
the scheduled value of the Property is $11,800,000.00.
Accordingly, this estate is solvent with the Debtor being entitled
to any surplus. Baker v. Iles (In re Iles), 2017 Bankr. LEXIS 4360,
*8-9 (Bankr. N.D. Ga. December 21, 2017) ("A pecuniary interest
sufficient to support standing, in the case of objecting to the
sale of property of the estate, is found if the bankruptcy estate
is solvent, with a surplus to be paid to the debtor.").
Class 2 consists of the Secured Claim of Immokalee Real Estate
Holdings LLC. Class 2, the secured claim of Immokalee Real Estate
Holdings LLC in the disputed amount of $1,036,248.89 shall be paid
in full in the amount determined by the Court or at the JSC. The
Class 2 Claimant is unimpaired and is not entitled to vote on the
Plan.
Class 3 consists of the Secured Claim of 1250916 Ontario Limited.
Class 3, the secured claim of 1250916 Ontario Limited in the
disputed amount of $2,365,193.55 shall be paid in full in the
amount determined by the Court or at the JSC. The Class 3 Claimant
is unimpaired and is not entitled to vote on the Plan.
Class 4 consists of the Secured Claim #1 of G. Proulx, LLC. Class
4, the secured claim #1 of G. Proulx, LLC in the disputed amount of
$131,143.09 shall be paid in full in the amount determined by the
Court or at the JSC. The Class 4 Claimant is unimpaired and is not
entitled to vote on the Plan.
Class 5 consists of the Secured Claim #2 of G. Proulx, LLC. Class
5, the secured claim #2 of G. Proulx, LLC in the disputed amount of
$37,642.35 shall be paid in full in the amount determined by the
Court or at the JSC. The Class 5 Claimant is unimpaired and is not
entitled to vote on the Plan.
Class 6 consists of the Secured Claim of Marjam Supply of Florida,
LLC. Class 6, the disputed secured claim of Marjam Supply of
Florida, LLC in the disputed amount of $38,304.77 shall be paid in
full in the amount determined by the Court or at the JSC. The Class
6 Claimant is unimpaired and is not entitled to vote on the Plan.
Class 7 consists of Unsecured Claims, Including Any Deficiency
Claims. Class 7, the unsecured creditors, including holders of any
deficiency claims as determined by the Court after the resolution
of the claims objection process shall be paid in full. The Class 7
Claimants are unimpaired and are not entitled to vote on the Plan.
The sources of the funding for the payment of all Allowed Claims
shall be from: (a) first, from the Debtor's cash as of the Petition
Date along with all accumulated cash from operations since the
Petition Date through the date of turnover of the Property to the
Debtor; (b) second, Raz shall contribute any and all additional
funds to satisfy all remaining Allowed Claims in full no later than
60 days of the Effective Date, through either (x) his personal
funds and/or (y) a thirdparty loan where the loan proceeds will be
paid directly to the holders of the Allowed Claims at closing, with
said loan to be collateralized by the Property, and if necessary,
additional real property owned by Raz individually or through a
business entity such as DRO 15R, LLC.
If the Notice of Plan Funding is not timely filed, no sooner than
60 days after the Effective Date, Mukamal shall seek Court
authorization to retain Jason A. Welt and Trustee Realty, Inc.
("Realtor") to market and sell the Property. Mukamal shall be
responsible for facilitating the Sale and making distributions to
holders of Allowed Claims.
A full-text copy of the Disclosure Statement dated September 26,
2022, is available at https://bit.ly/3rhK1QY from PacerMonitor.com
at no charge.
Counsel for Debtor:
Mark S. Roher, Esq.
Law Office of Mark S. Roher, PA
1806 N. Flamingo Road, Suite 300
Pembroke Pines, FL 33028
Telephone: (954) 353-2200
Email: mroher@markroherlaw.com
About 942 Penn RR
942 Penn RR, LLC is the fee simple owner of a real property also
known as 942 Pennsylvania, Avenue, Miami Beach, Fla., valued at
$1.62 million.
942 Penn RR filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14038) on
May 23, 2022. In the petition filed by Raziel Ofer, manager, the
Debtor disclosed $1,617,630 in total assets and $27,179,541 in
total liabilities.
Judge Robert A. Mark oversees the case.
The Law Office of Mark S. Roher, PA serves as the Debtor's counsel.
A AND N DIAMOND: May Use Suntrust's Cash Collateral
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized A and N Diamond, Inc. to use the
cash collateral of Suntrust/Truist Bank on an interim basis in
accordance with the budget.
The Debtor requires the use of cash collateral to continue
operating the business and pay salaries.
As of the Petition Date, the Debtor was indebted to the Lender in
the approximate amount of $1,326,400. The Debtor's obligation is
evidenced by a Promissory Note, Security Agreement, Financing
Statement, and Chattel Mortgage executed on or about April 18,
2018, pursuant to which the Lender provided funds to Debtor.
As adequate protection, the Lender is granted a replacement lien to
the same nature, priority, and extent that the Lender may have had
immediately prior to the date that this case was commenced nunc
pro tunc to the Petition Date. Further, the Lender is granted a
replacement lien and security interest on property of the
bankruptcy estate to the same extent and priority as that which
existed pre-petition on all of the cash accounts, accounts
receivable and other assets and property acquired by the Debtor's
estate or by the Debtor on or after the Petition. The replacement
lien in the Post-Petition Collateral will be deemed effective,
valid and perfected as of the Petition Date, without the necessity
of filing with any entity of any documents or instruments otherwise
required to be filed under applicable non-bankruptcy law.
The Debtor is Ordered to pay Adequate Protection payments as
follows:
a. $5,527 per month to the Lender commencing November 1, 2022
and on the 1st of the month thereafter or further Order of the
Court;
b. All other UCC-1 receivable Lenders will receive no adequate
protection at this time.
As additional adequate protection of the Lender's interest in the
cash collateral, the Debtor will (a) maintain all necessary
insurance coverage on the Lender's collateral and under no
circumstances will the Debtor allow its insurance coverage to
lapse, (b) continue to pay such monthly insurance payment in a
timely manner, and (c) within two days of the request of the
Lender, the Debtor will provide to the Lender's counsel a written
statement supported by evidence of Debtor's compliance with the
foregoing.
The Debtor's authority to use the cash collateral will terminate
immediately and upon the earlier of (a) order of the Court; (b) the
conversion of the case to a Chapter 7 case or the appointment of a
Chapter 11 trustee without the consent of the Lender; (c) the entry
of an Order that alters the validity or priority of the replacement
liens granted to the Bank; (d) the Debtor ceasing to operate all
or substantially all of its business; (e) the entry of an order
granting relief from the automatic stay that allows any entity to
proceed against any material assets of the Debtor that constitute
cash collateral; (f) the entry of an Order authorizing a security
interest under section 364(c) or 364(d) of the Bankruptcy Code in
the collateral to secure any credit obtained or debt incurred that
would be senior to or equal to the replacement lien; or (g) the
dismissal of the Chapter 11 case.
A continued hearing on the matter is set for November 1 at 2 p.m.
A copy of the order is available at https://bit.ly/3Rp4E8i from
PacerMonitor.com.
About A and N Diamond, Inc.
A and N Diamond, Inc. owns express lube and car wash business
located in Brunswick, Ga., valued at $588,700. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
M.D. Fla. Case No. 22-01859) on September 14, 2022. In the petition
signed by Elia Hawara, president, the Debtor disclosed $598,773 in
assets and $2,369,348 in liabilities.
Judge Jacob A. Brown oversees the case.
Brian K. Mickler, Esq., at Law Offices of Micker and Mickler, LLP,
is the Debtor's counsel.
ADVANCED REIMBURSEMENT: Seeks Chapter 11 Bankruptcy
---------------------------------------------------
Advanced Reimbursement Solutions LLC and affiliate American
Surgical Development, LLC, filed for chapter 11 protection in the
District of Arizona.
The Debtors are affiliated entities, share common management, and
collectively operate medical claims billing company.
The Debtors maintain their headquarters at 8465 North Pima Rd.,
Suite 200, Scottsdale, Arizona 85258.
he Debtors are and have been since June 14, 2022, managed and
controlled by Bryan Perkinson of Sonoran Capital Advisors as their
Chief Restructuring Officer.
Advanced Reimbursement listed total debt of less than $50 million
and between 50 and 99 creditors. The petition states that funds
will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Oct. 25, 2022, at 09:45 AM as a Telephonic Hearing (341).
About Advanced Reimbursement Solutions
Advanced Reimbursement Solutions LLC and affiliate American
Surgical Development, LLC, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 22-06372 and
22-06373) on Sept. 24, 2022. In the petition filed by Bryan
Perkinso, as chief restructuring officer, Advanced Reimbursement
reported assets and liabilities between $10 million and $50
million.
Philip J. Giles of Allen Barnes & Jones, PLC, is the Debtors'
counsel. Sonoran Capital Advisors, LLC, is providing Bryan
Perkinson to serve as CRO of the Debtors.
ALL SAINTS EPISCOPAL: Exclusivity Period Extended to April 12
-------------------------------------------------------------
All Saints Episcopal Church obtained an order from the U.S.
Bankruptcy Court for the Northern District of Texas extending its
exclusive right to solicit acceptances for its proposed Chapter 11
plan of reorganization to April 12 next year.
The extension gives the court more time to rule on the church's
motion for summary judgment and, if necessary, try any remaining
issues before confirmation of the plan, according to All Saints'
attorney, Patrick Neligan, Jr., Esq., at Neligan, LLP.
All Saints filed the summary judgment motion in its case against
the Corporation of the Episcopal Diocese of Fort Worth and a
non-profit religious association, which is set for hearing on Nov.
10. The parties involved in the case intend to request a status
conference in January to discuss the next steps, including the
scheduling of a trial date for any issues that remain after the
court's summary judgment ruling.
About All Saints Episcopal Church
All Saints Episcopal Church, a parish in The Episcopal Church in
North Texas, filed its voluntary petition for Chapter 11 protection
(Bankr. N.D. Texas Case No. 21-42461) on Oct. 20, 2021, listing as
much as $10 million in both assets and liabilities. Christopher N.
Jambor, rector, chairman and president, signed the petition.
Judge Edward L. Morris oversees the case.
Patrick J. Neligan, Jr., Esq., at Neligan LLP represents the Debtor
as legal counsel.
The Debtor filed its Chapter 11 plan of reorganization and
disclosure statement on Feb. 17, 2022. The plan provides for the
Debtor's reorganization and the liquidation of some of its
properties to pay claims of its creditors.
ALPINE 4 HOLDINGS: RSM US Replaces MaloneBailey as Auditor
----------------------------------------------------------
At a special meeting of the Board of Directors held on Sept. 21,
2022, of Alpine 4 Holdings, Inc., upon the recommendation of the
Company's chief financial officer, the members of the Board,
including all of the members of the Company's Audit Committee of
the Board, unanimously approved the dismissal of and terminated the
engagement of MaloneBailey, LLP, as the Company's independent
certifying accountant.
The reports of MB on the Company's consolidated financial
statements for each of the years ended Dec. 31, 2021 and 2020, did
not contain an adverse opinion or a disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or
accounting principles.
MB was appointed by the Board of Directors on Dec. 10, 2015, as the
Company's independent registered public accounting firm, and has
served as the Company's auditor from that date through Sept. 21,
2022.
The Company disclosed that during the period from Dec. 10, 2015,
through Dec. 31, 2020, the year ended Dec. 31, 2021 and the
subsequent interim period through Sept. 21, 2022, there were no
disagreements with MB on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of MB, would
have caused MB to make reference to the subject matter of the
disagreements in connection with their report, and there were no
"reportable events" as that term is defined in Item 304(a)(1)(v) of
Regulation S-K, except for the material weaknesses described in
Item 9A of the Company's Annual Report on Form 10-K for the year
ended Dec. 31, 2021.
On Sept. 21, 2022, at the special meeting of the Board, upon the
recommendation of the Company's chief financial officer, the
members of the Board, including all of the members of the Company's
Audit Committee of the Board, unanimously approved the engagement
of RSM US LLP as the Company's independent registered public
accounting firm.
The Company has not consulted with RSM during the Company's two
most recent fiscal years or during any subsequent interim period
prior to RSM's appointment as the Company’s independent
registered public accounting firm with respect to the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on Registrant's consolidated financial statements, or any
other matter that was either the subject of a disagreement or
reportable event, as defined in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of drivers, stabilizers, and
facilitators. As of April 14, 2021, the Company was a holding
company that owned nine operating subsidiaries: ALTIA, LLC; Quality
Circuit Assembly, Inc.; Morris Sheet Metal, Corp; JTD Spiral, Inc.;
Deluxe Sheet Metal, Inc.; Excel Construction Services, LLC;
SPECTRUMebos, Inc.; Impossible Aerospace, Inc.; and Vayu (US),
Inc.
Alpine 4 reported a net loss of $19.41 million for the year ended
Dec. 31, 2021, compared to a net loss of $8.05 million for the year
ended Dec. 31, 2020. As of March 31, 2022, the Company had $130.38
million in total assets, $62.35 million in total liabilities, and
$68.04 million in total stockholders' equity.
ALTERA INFRASTRUCTURE: $289.2M Unsecured Claims to Get Less Than 1%
-------------------------------------------------------------------
Altera Infrastructure L.P. and Its Debtor Affiliates submitted an
Amended Disclosure Statement for the Joint Chapter 11 Plan of
Reorganization dated September 26, 2022.
The Company is a leading international midstream services provider
to the oil and gas industry, supplying critical infrastructure
assets to its customers primarily in offshore regions of the North
Sea, Brazil, and the East Coast of Canada. With Altera Parent
headquartered in Westhill, Aberdeen, United Kingdom, the Debtors
have expertise in the offshore sector and offer a range of
services—including offshore production, storage, transportation,
and maintenance and safety services.
The restructuring transactions embodied in the Restructuring
Support Agreement and the Plan are a significant achievement for
the Debtors in the wake of a historically challenging operating
environment.
Given the strength of the Debtors' asset base and future potential
and the committed support of Brookfield and the Bank Lenders, the
Debtors are confident that they can implement the restructuring
transactions contemplated by the Plan and Restructuring Support
Agreement to ensure the Debtors' long-term viability. For these
reasons, the Debtors strongly recommend that Holders of Claims
entitled to vote to accept or reject the Plan vote to accept the
Plan.
Class 2 consists of Other Priority Claims. Each holder of an
Allowed Other Priority Claim shall receive treatment in a manner
consistent with section 1129(a)(9) of the Bankruptcy Code. The
allowed claims in this Class total $935,000. This Class will
receive a distribution of 100% of their allowed claims.
Class 3 consists of IntermediateCo Notes Claims. Each holder of an
Allowed IntermediateCo Notes Claim shall receive an allocation of
the IntermediateCo New Common Stock Distribution to be determined
by the Debtors and the Consenting Sponsor (in its sole discretion)
on or before the Effective Date, subject to dilution on account of
the New Warrants, the Rights Offering, and the Management Incentive
Plan. The allowed claims in this Class total $957.1 million. This
Class will receive a distribution of 37.9% of their allowed
claims.
Class 4 consists of IntermediateCo RCF Claims. Each holder of an
Allowed IntermediateCo RCF Claim shall receive (i) cash payments
from proceeds of the Rights Offering, if any, and (ii) for any
portion of the Allowed IntermediateCo RCF Claims not paid in cash
from the proceeds of the Rights Offering, an allocation of the
IntermediateCo New Common Stock Distribution to be determined by
the Debtors and the Consenting Sponsor (in its sole discretion) on
or before the Effective Date, subject to dilution on account of the
New Warrants, the Rights Offering, and the Management Incentive
Plan. The allowed claims in this Class total $12.2 million. This
Class will receive a distribution of 100% of their allowed claims.
Class 5 consists of Credit Agreement Claims Against Subsidiary
Debtors. Each holder of an Allowed Credit Agreement Claim against
the applicable Subsidiary Debtors Altera shall receive: (i) To the
extent the applicable holders of Allowed Credit Agreement Claims in
Classes 5(a)-(g) vote as a class to accept the Plan, the holders of
Claims in such accepting class shall retain the liens on the
collateral securing such claims and receive treatment as provided
for in the Bank Term Sheet. (ii) To the extent the applicable
holders of Allowed Credit Agreement Claims in Classes 5(a)-(g) vote
as a class to reject the Plan, with respect to such rejecting
class, return of any collateral securing such Allowed Credit
Agreement Claims or treatment otherwise in compliance with section
1129(b)(2)(A) of the Bankruptcy Code.
Class 6 consists of Credit Agreement Claims Against Altera. Each
holder of an Allowed Credit Agreement Claim against Altera shall
receive its Pro Rata share (calculated by reference to the
aggregate amount of Allowed Credit Agreement Claims against Altera,
Allowed IntermediateCo Guarantee Claims, and Allowed Altera
Unsecured Notes Claims, and other General Unsecured Claims at
Altera or Altera Finance Corp.) of the New Warrants, subject to
dilution on account of the Management Incentive Plan. The allowed
claims in this Class total $555.0 million. This Class will receive
a distribution of less than 1% of their allowed claims.
Class 7 consists of IntermediateCo Guarantee Claims. Each holder of
an Allowed IntermediateCo Guarantee Claim shall receive its Pro
Rata share (calculated by reference to the aggregate amount of
Allowed Credit Agreement Claims against Altera, Allowed
IntermediateCo Guarantee Claims, and Allowed Altera Unsecured Notes
Claims and other General Unsecured Claims at Altera or Altera
Finance Corp.) of the New Warrants, subject to dilution on account
of the Management Incentive Plan. The allowed claims in this Class
total $969.3 million. This Class will receive a distribution of 0%
to less than 1% of their allowed claims.
Class 8 consists of Altera Unsecured Notes Claims and other General
Unsecured Claims at Altera and Altera Finance Corp. Each holder of
an Allowed Altera Unsecured Notes Claim or other General Unsecured
Claim at Altera or Altera Finance Corp. not otherwise included in
Classes 6(a)–(g) or Class 7 shall receive its Pro Rata share
(calculated by reference to the aggregate amount of Allowed Credit
Agreement Claims against Altera, Allowed IntermediateCo Guarantee
Claims, and Allowed Altera Unsecured Notes Claims and other General
Unsecured Claims at Altera or Altera Finance Corp.) of the New
Warrants, subject to dilution on account of the Management
Incentive Plan. The allowed claims in this Class total $289.2
million. This Class will receive a distribution of less than 1% of
their allowed claims.
Class 9 consists of General Unsecured Claims at Debtors other than
Altera and Altera Finance Corp. Each holder of a General Unsecured
Claim at Debtors other than Altera and Altera Finance Corp. Shall
receive, at the Debtors' option and with the consent of the
Consenting Sponsor: (a) payment in full in cash; (b) reinstatement
pursuant to section 1124 of the Bankruptcy Code; or (c) such other
treatment rendering such Claim unimpaired. The allowed unsecured
claims total $5.6 million. This Class will receive a distribution
of 100% of their allowed claims.
The Debtors and the Reorganized Debtors, as applicable, shall fund
distributions under the Plan with: (1) Cash on hand, including Cash
from operations, the proceeds of the DIP Facility, and the proceeds
of the Rights Offering; (2) the New Common Stock; and (3) the New
Warrants, as applicable.
A full-text copy of the Amended Disclosure Statement dated
September 26, 2022, is available at https://bit.ly/3fyAwud from
PacerMonitor.com at no charge.
Proposed Co-Counsel to the Debtors:
Matthew D. Cavenaugh, Esq.
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
Proposed Co-Counsel to the Debtors:
Joshua Sussberg, Esq.
Brian Schartz, Esq.
John R. Luze, Esq.
Kirkland & Ellis LLP
Kirkland & Ellis International, LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: joshua.sussberg@kirkland.com
brian.schartz@kirkland.com
john.luze@kirkland.com
About Altera Infrastructure
Westhill, United Kingdom-based Altera Infrastructure L.P. (NYSE:
ALIN-A) is a global energy infrastructure services partnership
primarily focused on the ownership and operation of critical
infrastructure assets in the offshore oil regions of the North Sea,
Brazil and the East Coast of Canada. Altera has consolidated assets
of approximately $3.8 billion comprised of 44 vessels, including
floating production, storage and offloading (FPSO) units, shuttle
tankers, floating storage and offtake (FSO) units, long-distance
towing and offshore installation vessels and a unit for maintenance
and safety (UMS). The majority of Altera's fleet is employed on
medium-term, stable contracts.
After agreeing to a debt-for-equity plan with bank lenders and
owner Brookfield, Altera Infrastructure LP and 37 affiliate sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90130) on
Aug. 12, 2022.
As of the Petition Date, the Debtors were liable for approximately
$1.6 billion in aggregate principal amount of funded debt.
Kirkland & Ellis LLP, Jackson Walker LLP, and Quinn Emanuel
Urquhart & Sullivan LLP serve as the Debtors' lead counsel, local
counsel, and special counsel, respectively. The Debtors also tapped
Evercore Group LLC as investment banker and PricewaterhouseCoopers
LLP as tax compliance, tax consulting, and accounting advisory
services provider. Stretto is the claims agent. David Rush, senior
managing director at FTI Consulting, Inc., serves as restructuring
advisor to the Debtors.
The DIP Lenders are represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP, as counsel to the DIP Lenders, Ducera Partners LLC,
as financial advisor, and Porter & Hedges LLP, as their Texas
counsel.
A Committee of Coordinators was appointed under and as defined in
the appointment letter originally dated May 6, 2022, among Altera
Infrastructure LP and each member of the CoCom (as amended,
restated, amended and restated, supplemented, or otherwise modified
from time to time). The CoCom is represented by Norton Rose
Fulbright US LLP and Norton Rose Fulbright LLP as counsel and PJT
Partners (UK) Ltd. as financial advisor.
ARMSTRONG FLOORING: Exclusivity Period Extended to Jan. 3
---------------------------------------------------------
Armstrong Flooring, Inc. received court approval to remain in
control of its bankruptcy until early next year.
Judge Mary Walrath of the U.S. Bankruptcy Court for the District of
Delaware extended the company's exclusive right to file a Chapter
11 plan and solicit acceptances from creditors to Jan. 3 and March
6, respectively.
The company will use the extension to evaluate whether a bankruptcy
plan can be developed in its Chapter 11 case or whether an
alternative exit is more appropriate, and to conduct necessary
negotiations with creditors.
About Armstrong Flooring
Armstrong Flooring, Inc. (NYSE: AFI) --
https://www.armstrongflooring.com/ -- is a leading global
manufacturer of flooring products and one of the industry's most
trusted and celebrated brands. The company continually builds on
its resilient, 150-year legacy by delivering on its mission to
create a stronger future for customers through adaptive and
inventive solutions. Headquartered in Lancaster, Pennsylvania,
Armstrong Flooring safely and responsibly operates eight
manufacturing facilities globally.
Armstrong Flooring and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
22-10426) on May 8, 2022. In the petition signed by Michel S.
Vermette, president and chief executive officer, Armstrong Flooring
disclosed $517,000,000 in assets and $317,800,000 in liabilities.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher and Flom, LLP as
bankruptcy counsel; Riveron Consulting, LP as financial advisor;
and Houlihan Lokey Capital, Inc. as investment banker. Epiq
Corporate Restructuring, LLC is the Debtors' claims and noticing
agent and administrative advisor.
On May 18, 2022, the Office of the U.S. Trustee for Region 3
appointed an official committee to represent unsecured creditors in
the Debtors' Chapter 11 cases. The committee tapped Cole Schotz, PC
as legal counsel and Province, LLC as financial advisor.
On June 17, 2022, the U.S. Trustee appointed a committee of
non-represented retirees. Jenner & Block, LLP and Saul Ewing
Arnstein & Lehr, LLP serve as the committee's legal counsels.
AYTU BIOPHARMA: Incurs $110.2 Million Net Loss in FY Ended June 30
------------------------------------------------------------------
Aytu Biopharma, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$110.17 million on $96.67 million of net product revenue for the
year ended June 30, 2022, compared to a net loss of $58.29 million
on $65.63 million of net product revenue for the year ended June
30, 2021.
As of June 30, 2022, the Company had $137.62 million in total
assets, $91.53 million in total liabilities, and $46.09 million in
total stockholders' equity.
Denver, Colorado-based Plante & Moran, PLLC, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Sept. 27, 2022, citing that the Company's operations have
historically consumed cash and are expected to continue to consume
cash, which raises substantial doubt about the Company's ability to
continue as a going concern.
Management Discussion
"I am extremely pleased with the traction we are achieving in our
commercial operations as we achieved record fourth quarter and
fiscal year net revenues driven by strong growth in our
prescription business and high-single digit growth in our consumer
health segment during the year, despite some short-term supply
chain disruptions on the consumer side of the business," commented
Josh Disbrow, chief executive officer of Aytu BioPharma. "The 28%
prescription growth during the fourth quarter is largely being
driven by execution of our sales force and the leverage we're
gaining through Aytu RxConnect, our proprietary patient access
program that enables affordable, predictable, hassle-free patient
access to Aytu's prescription products. Our sales force is making
incremental strides with our physician and patient centric
messaging, and we are experiencing tailwinds from the growth of our
key prescription markets, particularly within ADHD. Through
operational improvements, commercial execution, and positive market
drivers we have delivered positive adjusted EBITDA in the fourth
quarter within our prescription segment which we believe bodes well
for us as we enter fiscal 2023, particularly as we continue both
our top line growth and margin improvement through the tech
transfer of Adzenys XR-ODT and Cotempla XR-ODT to further improve
our bottom line."
"As we look to the future, I believe Aytu is well positioned as we
expect continued growth in our portfolio of prescription and
consumer health products. This organic growth when coupled with
operational and manufacturing efficiencies, as well as portfolio
prioritization, should drive us towards positive adjusted EBITDA.
As previously reported, we expect to remove approximately $15
million from our cost structure during fiscal 2022 and 2023 which
we remain on target to achieve. This solid base, coupled with the
clinical advancement of AR101 in our Phase 3 PREVEnt clinical trial
of enzastaurin for the treatment of patients with COL3A1-positive
Vascular Ehlers-Danlos Syndrome, provides us with the unique
ability to have a solid fundamentally driven commercial business,
coupled with a high value pipeline opportunity. We look forward to
the future with tremendous optimism."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1385818/000155837022014652/aytu-20220630x10k.htm
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a specialty
pharmaceutical company with a growing commercial portfolio of
prescription therapeutics and consumer health products. The
company's primary prescription products treat attention deficit
hyperactivity disorder (ADHD) and other common pediatric
conditions. Aytu markets ADHD products Adzenys XR-ODT
(amphetamine) extended-release orally disintegrating tablets,
Cotempla XR-ODT (methylphenidate) extended-release orally
disintegrating tablets, and Adzenys-ER (amphetamine)
extended-release oral suspension.
BARTECH GROUP: Starts Subchapter V Case
---------------------------------------
The BarTech Group of Illinois Inc. filed for chapter 11 protection
in the Northern District of Illinois. The Debtor elected on its
voluntary petition to proceed under Subchapter V of chapter 11 of
the Bankruptcy Code.
BarTech is a C corporation with its headquarters in South Holland,
Illinois. It was founded in 2006 and is a minority owned and
operated business. BarTech has 95 employees (during its peak
season usually up to 130 full-time employees), most of whom are
with the Union.
Dwayne Barlow is the 85% shareholder of BarTech and has been
president and CEO since 2014. Ben Garrett is the COO and 15%
shareholder.
BarTech conducts primary lines of businesses as follows:
* electrical construction and maintenance;
* fencing installation and security; and
* quality control services.
During the year, and particularly as a result of Covid, BarTech has
faced significant headwinds in connection with its operations which
have only accelerated during then inflationary environment.
Admittedly, it has run into problems with inability to pay the
taxing authorities and union on a timely basis, had to resort to
hard money lenders at exorbitant rates of interest and is in
default with its primary secured lender, Fifth Third Bank.
The BarTech Group of Illinois listed less than $1 million in total
debt, and 100 and 199 creditors. The petition states that funds
will be available to unsecured creditors.
About The BarTech Group of Illinois Inc.
The BarTech Group of Illinois Inc. -- https://www.bartechgroup.biz
-- is an MBE and DBE certified electrical construction contractor.
The BarTech Group of Illinois Inc. filed a petition for relief
under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ill. Case No. 22-10945) on Sept. 23, 2022. In the petition
filed by Dwayne Barlow, as president, the Debtor reported assets
between $500,000 and $1 million and estimated liabilities between
$1 million and $10 million.
William B Avellone has been appointed as Subchapter V trustee.
Alan L Braunstein of Riemer Braunstein LLP is the Debtor's counsel.
Ringold Financial Management Services, Inc., is the financial
advisor.
BERWICK HOSPITAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Berwick Hospital Company, LLC
3637 Lahser Rd
Bloomfield Hills, MI 48304
Business Description: The Debtor operates in the health care
industry.
Chapter 11 Petition Date: September 30, 2022
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 22-47699
Debtor's Counsel: Robert Bassel, Esq.
ROBERT BASSEL
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Priyam Sharma as principal.
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/AUW2JPA/BERWICK_HOSPITAL_COMPANY_LLC__miebke-22-47699__0001.0.pdf?mcid=tGE4TAMA
BLUE JAY COMMUNICATIONS: Wins Cash Collateral Access Thru Nov 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Western Division, authorized Blue Jay Communications, Inc. to use
cash collateral on an interim basis in accordance with an Agreed
Sixth Amended Order with Huntington National Bank.
The Debtor and the Bank have agreed to the "Agreed Sixth Amended
Order" modifying only the provisions of the Prior Interim Orders.
After adequate notice to the Objectors, Huntington, the United
States Trustee, the Subchapter V Trustee and by regular mail to the
20 largest unsecured creditors and after a hearing to consider
approval of the Motion was held on September 22, 2022, and the
Court having considered the Motion and statements of counsel; and
after consideration of all arguments presented on the record at the
September Hearing; and having considered all objections to the
Motion; and after finding that notice was given to (i) counsel to
HNB, (ii) the United States Trustee, The Subchapter V Trustee and
by ECF overnight mail, email and regular mail to the twenty largest
unsecured creditors listed filed by Debtor and having found that,
under the facts and circumstances of the Debtor's Case, due and
sufficient notice of the Motion was provided by the Debtor in
accordance with the Bankruptcy Rules and all applicable Local
Rules; and it appearing that approval of the relief requested in
the Motion on a sixth interim basis is (1) fair, reasonable and in
the best interest of the Debtor, its creditors, their estates and
all parties in interest, (2) a prudent exercise of the Debtor's
business judgment, and (3) essential for the continued operation of
the Debtor's business and the preservation of the value of its
assets.
The Court said the Debtors' authority to use cash collateral
pursuant to the Order will remain in effect until November 15,
2022, or upon confirmation of a plan, whichever is earlier. The
order will terminate upon confirmation of a plan.
A further hearing on the matter is set for November 9 at 9:30 a.m.
A copy of the order is available at https://bit.ly/3y0y4Ts from
PacerMonitor.com.
About Blue Jay Communications
Blue Jay Communications, Inc. installs telecommunication and
network infrastructure throughout the Midwest with a particular
concentration in northern Ohio, southern Michigan, and Illinois. It
has offices in Cleveland, Marion, Toledo and Youngstown, Ohio; and
St. Charles, Ill. The company serves major telecommunications
companies as its clients.
Blue Jay Communications filed a petition for Chapter 11 protection
(Bankr. N.D. Ohio Case No. 21-31915) on Nov. 9, 2021, disclosing
$5,145,458 in assets and $7,618,110 in liabilities. John F.
Houlihan, president, signed the petition.
Judge Mary Ann Whipple oversees the case.
The Debtor tapped Frederic P. Schwieg, Esq., at Frederic P Schwieg
Attorney at Law as bankruptcy counsel and Gino Pulito, Esq., at
Pulito and Associates, LLC as special counsel. Pease & Associates,
LLC and Newpoint Advisors Corporation serve as the Debtor's
accountant and financial advisor, respectively.
BSPV-PLANO: Lender Agrees to Cash Collateral Access Thru Oct. 31
----------------------------------------------------------------
BSPV-Plano, LLC, and The Huntington National Bank, as Bond Trustee,
ask the U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, to amend the Final Cash Collateral Order, such
that:
* Paragraph P(ii) of the Final Order is amended by deleting
"$3,036,693.75" and replacing it with "$3,892,952.".
* Paragraph 5(ii) of the Final Order is amended by deleting
"August 26, 2022" and replacing it with "October 31, 2022".
* Paragraph 21 of the Final Order is amended by inserting ";
provided, however, that the Debtor agrees that the amount of the
accrued but unpaid interest of the Bonds as of the Petition Date
equals $3,982,952," after the reference to "set forth in P(i) or
(ii) above".
They further request that the Court approve the Debtor's extended
Cash Collateral Budget, which is approved by the Bond Trustee.
Upon entry of the Second Amendment by the Court, the Cash
Collateral Budget will be the Cash Collateral Budget as
contemplated under paragraph 8 of the Final Order.
The terms and conditions of the Final Order will remain in full
force and effect without alteration or amendment, except as have
been amended by order of the Court or as expressly set forth
therein.
* * *
BSPV-Plano and Huntington also have entered into a stipulation to
resolve the Debtor's failure to meet certain milestones under the
Final Cash Collateral Order.
Under the Final Order, Huntington consented to the Debtor using the
$6,191,540.97 in the Project Fund and $1,034,000 in the O&M Fund to
enable the Debtor to complete construction. The Final Order
obligates the Debtor to comply with certain construction
milestones, including obtaining temporary certificates of occupancy
for the Community for the following number of occupants by these
dates:
Number of Units Deadline Date
--------------- -------------
96 May 31, 2022
126 June 30, 2022
156 July 31, 2022
318 August 26, 2022
The Debtor is also required to achieve these number of units
occupied at
the Community by these dates:
Number of Units Deadline Date
--------------- -------------
12 May 31, 2022
22 June 30, 2022
34 July 31, 2022
41 August 26, 2022
The Debtor must have completed construction of the cottages by not
later than May 15, 2022; and the apartment building by not later
than August 15, 2022.
The Debtor failed to meet the May and June Milestones. As of
August 1, 2022, the Debtor admits it has failed to meet the July
Milestones. The Debtor has failed to satisfy the TCO Milestones in
that the Debtor has not obtained 156 TCO by July 31, 2022. As of
July 31, 2022, the Debtor has obtained 40 TCOs. The Debtor also has
failed to satisfy the Occupancy Milestones in that the Debtor does
not have 34 units occupied. As of July 22, 2022, only 21 units are
occupied.
It is unclear when the Debtor will be able to meet its TCO
Milestones. The Debtor indicated that the City of Plano will not
issue any additional TCOs for the Cottages (specifically buildings
6-9, 16-19 and 21-23) until the hydrologist report is completed and
submitted to FEMA. The Debtor has represented that the hydrologist
report is completed and has been submitted to FEMA. The Debtor
expects the City of Plano to begin issuing TCOs again any day now.
In addition, in the Construction Update, the Debtor indicated that
the ongoing railroad culvert issue, which impacts TCOs for Cottage
buildings 1-4, now requires a redesign of the structural
engineering plans and that the "re-drawing will take an estimated
eight weeks, from July, 15th."
The Trustee has received no indication from the Debtor as to when
the railroad culvert issue will be resolved. The Debtor is in the
process of retaining a construction consultant with broad powers to
assist it in resolving these and all other milestone and
construction issues, with the knowledge and support of the Trustee,
but the Trustee has not yet received the engagement terms for the
construction consultant and reserves the right to object to or
withhold consent to the retention of the construction consultant
until it has reviewed and approved the engagement terms.
In connection with ongoing case negotiations between the Debtor and
the Trustee, the parties agreed to amend the Final Order to include
as a further Termination Event under the Final Order "the failure
of the Debtor to provide the Bond Trustee by July 31, 2022 with a
term sheet describing the terms and conditions of a plan that the
Debtor in good faith believes has a reasonable prospect of being
confirmed and which includes, at a minimum, a sale option and a
restructuring option, and that is supported by detailed 10-year
projections."
Although the Debtor timely provided the Trustee with a plan term
sheet on July 31, 2022, the Trustee asserts that the Debtor has
triggered the Termination Event because the Trustee believes and
intended that the Termination Event language regarding the plan
term sheet being "supported by detailed 10-year projections"
required that the Debtor deliver to the Trustee such detailed
10-year projections by July 31, which the Debtor did not do.
The Debtor believes it was not required to provide detailed 10-year
projections to the Trustee by July 31, and that its subsequent
provision to the Trustee of 5-year projections on August 8 and
10-year projections on August 9 satisfied its obligation under the
Termination Event.
The Trustee asserts that the plan outlined by the term sheet cannot
be confirmed without the consent of the Trustee, and thus the
Debtor could not have had a good faith belief when it delivered the
plan term sheet to the Trustee that the plan outlined in the plan
term sheet had a "reasonable prospect of being confirmed."
The Debtor believes it did not trigger the Termination Event
because it believes the plan term sheet is supported by the 10-year
projections that were provided to the Trustee on August 9, and that
it was not required to deliver the projections to the Trustee by
July 31, and the Debtor disputes that it failed to deliver a term
sheet that outlined a plan that it had a good faith belief had a
reasonable prospect of being confirmed because the Debtor believes
that the purpose of the plan term sheet was to initiate
negotiations leading to the Trustee's consent to a plan, and that
it was not required to outline a plan that had a reasonable
prospect of being confirmed on cramdown.
The Trustee and the Debtor have discussed the Debtor's failure to
meet the July Milestones and expect to discuss the plan term sheet
specifically and plan negotiations generally in the coming days and
weeks. At the Debtor's request, the Trustee has agreed to refrain
from declaring a Termination Event, with respect to the Debtor's
current failure to meet the July Milestones and in connection with
the asserted deficiencies around the plan term sheet -- but only on
the condition that such forbearance by the Trustee will not
prejudice the Trustee's rights and remedies under the Final Order
based upon the Debtor's failure to meet the July Milestones and
asserted failure to comply with its agreement concerning the plan
term sheet.
About BSPV-Plano
BSPV-Plano, LLC, a company in Plano, Texas, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
22-40276) on March 1, 2022, listing up to $100 million in both
assets and liabilities. Richard Shaw, manager, signed the
petition.
Judge Brenda T. Rhoades oversees the case.
Thomas D. Berghman, Esq., at Munsch Hardt Kopf and Harr, PC and
Grant Thornton, LLP serve as the Debtor's legal counsel and
financial advisor, respectively.
The Huntington National Bank is represented by:
Kevin J. Walsh, Esq.
Colleen A. Murphy, Esq.
Charles W. Azano, Esq.
GREENBERG TRAURIG, LLP
One International Place, Suite 2000
Boston, MA 02110
Telephone: (617) 310-6000
Facsimile: (617) 310-6001
Email: WalshKe@gtlaw.com
MurphyC@gtlaw.com
AzanoCh@gtlaw.com
- and -
Judith W. Ross, Esq.
Frances A. Smith, Esq.
ROSS & SMITH, PC
700 N. Pearl Street, Suite 1610
Dallas, TX 75201
Telephone: 214-377-7879
Facsimile: 214-377-9409
Email: Judith.ross@judithwross.com
frances.smith@judithwross.com
CAITHNESS SHEPHERDS: Fitch Affirms BB on Non-Guaranteed Debt
------------------------------------------------------------
Fitch Ratings has affirmed Caithness Shepherds Flat LLC's (CSF)
senior secured non-guaranteed debt as follows:
- Shepherds Flat Funding Trust I's $105 million series ($105
million outstanding) A-1-NG senior secured fixed-rate trust
certificates due 2032 at 'BB';
- Shepherds Flat Funding Trust II's $135 million series ($29
million outstanding) A-2-NG senior secured floating rate loan
due 2024 at 'BB'.
The Rating Outlook for the non-guaranteed debt remains Positive.
Fitch has affirmed CSF's senior secured guaranteed debt as
follows:
- Shepherds Flat Funding Trust I's $420 million series ($420
million outstanding) A-1-G senior secured fixed-rate trust
certificates due 2032 at 'AAA';
- Shepherds Flat Funding Trust II's $540 million ($117 million
outstanding) A-2-G senior secured floating rate loan due 2024
at 'AAA'.
The Outlook for the A-1-G and A-2-G tranches is revised to Stable
from Negative. The rating of the guaranteed debt is linked to
Fitch's U.S. Sovereign rating (AAA/Stable).
RATING RATIONALE
The 'BB' rating on the non-guaranteed debt reflects a U.S. wind
power project that earns all revenue from power purchase agreements
(PPAs) with an investment-grade offtaker that eliminates price
risk, use of proven technology, O&M by a highly experienced
contractor that is required to achieve high availability targets,
and exposure to a volatile wind regime.
The Positive Outlook reflects the likelihood of a rating upgrade
based on a planned repowering of nearly all of the project's wind
turbines with new turbine components that is expected to increase
output materially from Fitch's previous expectations without any
additional debt. If the repowering program is successful, Fitch
forecasts that rating case annual debt service coverage ratios
(DSCR) that average 1.38x would support a low investment grade
rating. Rating case assumptions include one-year P90 wind
production based on a new independent wind study that factor in the
repower impact, a moderate haircut to production to reflect a
volatile wind regime, and a 10% increase in non-fixed O&M costs.
FINANCIAL PROFILE
Rating case assumptions after the repower program include P90 (one
year) wind production levels, a 7% haircut to the production
forecast to reflect significant wind regime volatility, a 10%
increase in non-fixed O&M costs, and a six-month delay in
completing the repower project. The annual DSCR from 2023 to 2032
averages 1.38x, with a minimum of 1.33x in 2030.
The 'AAA' rating of the guaranteed notes reflects the U.S.
Department of Energy's (DOE) guarantee for timely debt service
payments on those notes, reflecting Fitch's expectations that the
credit strength of DOE's guarantee is equivalent to Fitch's credit
rating on the United States of America (AAA/Stable). The change in
the Outlook to Stable reflects the Stable Outlook on the United
States.
KEY RATING DRIVERS
Fully Contracted Revenues (Revenue Risk- Price: Stronger)
CSF earns revenue from three fixed-price PPAs with regulated
utility offtaker Southern California Edison ( BBB-/Positive) that
effectively mitigate price and demand risk for the project's output
through debt maturity. CSF's exposure to curtailment risk is
largely mitigated under PPA amendments signed in 2017.
Strong Operating Agreement (Operation Risk: Midrange)
CSF benefits from refreshed full-service O&M agreements (FSA) with
General Electric International (GEI), whose expiration coincides
with PPA maturity. The agreements allocate most O&M risk to GEI and
apply to existing and repower equipment, and include all planned
and unplanned maintenance. FSA terms provide fixed pricing for most
technical O&M efforts which significantly mitigates cost risk. GEI
is subject to penalties for availability below contract
requirements, but Fitch excludes receipt of any penalties since GEI
is not rated by Fitch.
Variable Wind Resource (Revenue Risk- Volume: Midrange)
Wind projections are based on an updated assessment by one of the
project's independent technical experts, DNV-GL, as reported in
April 2020 for the current turbines and as reported in April 2021
for the repowered turbines. The wind resource continues to exhibit
significant volatility. The difference between P50 and P90 (one
year) wind resource is 15.8%, among the highest in Fitch's rated
portfolio.
Repower Program Mostly on Track (Infrastructure Development and
Renewal: Midrange)
A repowering project to expand production capacity materially
involves relatively low risk activities of replacing significant
portions of existing wind turbine generators with newer equipment.
GEI is supplying, installing and commissioning the turbines under
fixed-price, date-certain supply and services contracts that have
significant financial penalties for failure to meet schedule and
performance requirements. There is a contract for each of the three
project phases that make up CSF. began installation in late 2021,
and CSF expects GEI to complete the upgrade in the first half of
2023. General Electric Co (BBB/Stable) guarantee's GEI's
contractual obligations.
DOE Guarantee for 80% of Project Debt (Debt Structure [Guaranteed]:
Stronger):
The 'AAA' rating for the guaranteed A-1-G certificates and A-2-G
loans reflects the certainty of timely debt service payments from
the DOE loan guarantee for 100% of principal and interest on the
guaranteed debt.
Typical Debt Structure (Debt Structure [Non-Guaranteed]:
Midrange):
The portion of non-guaranteed debt benefits from a typical debt
structure for a contracted wind project financing, including
six-month reserves for debt service and O&M, and a 1.20x, 12-month
backward-looking distribution test. All the notes have fixed
interest rates for the life of the debt, including the A-2 loan,
which has a floating to fixed rate hedge.
FINANCIAL PROFILE
Rating case assumptions after the repower program include P90 (one
year) wind production levels, a 7% haircut to the production
forecast to reflect significant wind regime volatility, a 10%
increase in non-fixed O&M costs, and a six-month delay in
completing the repower project. The annual DSCR from 2023 to 2032
averages 1.38x, with a minimum of 1.33x in 2030.
PEER GROUP
CSF shares similar attributes to many rated US wind projects, but
its weaker financial performance has separated it from all other
U.S. wind projects in Fitch's rated portfolio. Once the repower
effort is complete, CSF should compare well to peers. In most
respects, CSF is similar to Alta Wind 2010 Pass-Through Trust (Alta
Wind; BBB-/Positive) which has PPA-driven revenues from a single
site project using proven technology. Alta Wind has experienced
much lower than expected wind resources from time-to-time which has
consistently been below initial P90 (one year) production
estimates. Alta Wind partially mitigates this wind volatility with
financial performance, reflected by rating case DSCRs of about
3.78x average and 1.40x minimum.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A downgrade is unlikely over the next 18 months to 24 months
based on the likelihood that the repowering program will lead
to significant increase in production and thus a much greater
DSCR cushion above downgrade metrics of below 1.15x.
- Any rating action on the U.S. sovereign rating would trigger
the same rating action on the guaranteed debt.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Completion of the repowering project and successful ramp-up to
expected operational performance, providing confidence that
financial performance will improve materially from pre-repower
levels. Rating case DSCRs above 1.3x would likely support an
investment grade rating.
TRANSACTION SUMMARY
CSF is comprised of three wind-powered generation projects with
aggregate original capacity of 845-megawatts located along the
Columbia River Gorge in Gilliam and Morrow Counties, Oregon that
began commercial operation in 2012. Brookfield Asset Management
purchased CSF from Caithness Energy in early 2021. CSF is
undertaking a repowering of the project with new and larger wind
turbine components to increase project capacity to 920MW and to
realize a material increase in energy production.
CREDIT UPDATE
Wind production in 2021 was strong, above Fitch's rating case
assumption by 34%. Fitch's assumptions are based on P90 (one year)
figures with additional haircuts to reflect volatility of the wind
resource. Availability for the year was 97.3%, above the FSA
requirement. Curtailment, for which CFS is fully compensated, was
less than 1%. Costs were in line with Fitch's expectations.
Performance fell off sharply in the first half of 2022. Wind
production for the period was 11.2% below Fitch's rating case
assumptions and 21.5% below the project's own budget. During this
same time availability performance dropped significant at North
Hurlburt, to 90.6%, and South Hurlburt, to 92.6%. Horseshoe Bend
remained more favorable at 96.5%. It seems evident that the large
decline in availability coincides with turbine outage that were
required to complete the repower upgrades, most of which occurred
at North Hurlburt and Horseshoe Bend for the period.
Fitch's rating case assumed a 4% availability decline during the
repower program, so performance appears at or in line with Fitch's
expectations. Thus, it appears that the remaining cause of the
large production shortfall for the quarter is a weaker than
expected wind resource.
The repower program is behind schedule but right on budget.
According to the construction progress report of July 2022, North
Hurlburt is essentially complete, Horseshoe Bend was three weeks
ahead of the required completion date in November 2022, and South
Hurlburt was delayed about four months from its required December
2022 completion date.
FINANCIAL ANALYSIS
Key assumptions in Fitch's base case are electricity production at
the P50 level with a 7% haircut to reflect wind resource
volatility, project availability in line with the recent forecast
from the independent technical expert DNV-GL (DNV) but with an
additional haircut during the repower program to reflect turbine
downtime, and O&M costs in line with current performance and
budget. The wind resource data reflects DNV's updated forecast from
April 2021 which factor in the repower configuration. Based on
these attributes, the DSCR average is 1.69x and minimum is 1.64x
(in 2030) post-repower.
Key assumptions in Fitch's rating case are electricity production
at the P90 (one year) level with a 7% reduction, a 10% increase in
O&M costs not fixed by contracts, and a six-month delay to May 2023
from the approved completion schedule for the repower program. In
this scenario, the DSCR average is 1.39x and minimum in 1.33x (in
2030) post-repower.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
The Outlook on the guaranteed debt was revised to Stable to reflect
the Outlook on the U.S.A.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Debt Rating Prior
---- ------ -----
Caithness Shepherds
Flat, LLC
Caithness Shepherds
Flat, LLC/Debt/2 LT LT BB Affirmed BB
Caithness Shepherds
Flat, LLC/Debt/1 LT LT AAA Affirmed AAA
CARESTREAM HEALTH: JPMorgan DIP Loan Wins Final OK
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Carestream Health, Inc. and affiliates to, among other things, use
cash collateral and obtain postpetition financing on a final
basis.
The Debtors sought authority to obtain postpetition financing and
other financial accommodations in connection with the debtor in
possession financing, comprising, among other things, a
superpriority senior secured multi-draw term loan facility in an
aggregate principal amount of up to $80,000,000 consisting of:
-- $5,000,000 tranche of new money terms loans; and
-- $75,000,000 tranche of new money terms loans.
An initial amount of up to $50,000,000 of the DIP Facility,
consisting of $3,125,000 of Tranche A DIP Loans and $46,875,000 of
Tranche B DIP Loans, is available to the Debtors immediately upon
entry of the Interim Order and in accordance with the terms set
forth in the Senior Secured Superpriority Debtor in Possession
Credit Facility Term Sheet, dated as of August 21, 2022.
The Debtor is permitted to obtain an additional amount of up to
$30,000,000, consisting of:
-- $1,875,000 of Tranche A DIP Loans; and
-- $28,125,000 of Tranche B DIP Loans, in one or more draws,
pursuant to the Final Order.
Under the DIP Term Sheet, JPMorgan Chase Bank, N.A, serves as
administrative and collateral agent.
The Debtors require immediate access to sufficient working capital
and liquidity through the incurrence of the new indebtedness for
borrowed money to avoid irreparable harm by, among other things,
preserving and maintaining the going concern value of the Debtors'
businesses.
On June 7, 2013, the Debtor Carestream Health, Inc. entered into
the Amended and Restated Credit Agreement with Debtor Carestream
Health Holdings, Inc., as Holdings, the subsidiary guarantors
thereunder, Credit Suisse AG, Cayman Islands Branch, as
administrative agent, and the lenders party thereto made loans to
the Borrower, pursuant to which certain First Lien Lenders made
loans to, and participated in Letters of Credit issued for the
benefit of, the Borrower.
As of the Petition Date, the Debtors, were indebted and liable to
the Revolving Lenders in respect of:
-- the Revolving Facility Loans in the aggregate principal
amount outstanding of approximately $77,000,000;
-- approximately $541,593 on account of accrued and unpaid
interest thereon as of the Petition Date; and
-- the aggregate face amount of approximately $5,317,486 on
account of undrawn Letters of Credit issued under the First Lien
Credit Agreement.
As of the Petition Date, the Debtors, were indebted and liable to
the First Lien Term Loan Lenders and the First Lien Agent in
respect of the First Lien Term Loans in the aggregate amount of
approximately $514,955,000, which consists of:
-- approximately $507,719,700 in principal amount of term
loans advanced under the First Lien Credit Agreement; plus
-- approximately $7,235,300 on account of accrued and unpaid
interest thereon as of the Petition Date.
On June 7, 2013, the Debtor Carestream Health Holdings, Inc., as
Holdings, the subsidiary guarantors thereunder, Credit Suisse AG,
Cayman Islands Branch, as administrative agent and the lenders
party thereto, entered into a Second Lien Credit Agreement, which
provided a term loan facility pursuant to which the Second Lien
Lenders made loans to the Borrower. As of the Petition Date, the
aggregate outstanding principal amount owed by the Borrower and the
guarantors under the Second Lien Credit Documents was approximately
$448,235,000.
As adequate protection, the Prepetition First Lien Agent for the
benefit of the First Lien Lenders and the Prepetition Second Lien
Agent for the benefit of the Second Lien Lenders, are granted
additional and replacement valid, binding, enforceable,
non-avoidable, effective and automatically perfected postpetition
security interests in, and liens on, without the necessity of the
execution by the Debtors. The First Lien Adequate Protection Liens
will be subject and junior to the DIP Liens, the Carve Out, and the
L/C Cash Collateral Liens and otherwise be senior to all other
security interests in, liens on, or claims against any of the
Prepetition Collateral.
As further adequate protection, and to the extent provided by 11
U.S.C. sections 503(b) and 507(b), an allowed administrative
expense claim in the Cases of each of the Debtors ahead of and
senior to any and all other Administrative Expense Claims in such
Cases to the extent of any postpetition Diminution in Value, except
the Carve Out and the DIP Superpriority Claims.
The Carve-Out means (i) all fees required to be paid to the Clerk
of the Court and to the Office of the United States Trustee under
28 U.S.C. section 1930(a) plus interest at the statutory rate
(without regard to the notices set forth in (iii) below), (ii) all
reasonable fees and expenses up to $50,000 incurred by a trustee
under 11 U.S.C. section 726(b), which will not be subject to the
Approved DIP Budget, (iii) to the extent allowed at any time,
whether by interim order, procedural order, or otherwise, all
unpaid fees and expenses incurred by persons or firms retained by
the Debtors pursuant to sections 327, 328, or 363 and any official
committee of unsecured creditors pursuant to section 328 or 1103 of
the Bankruptcy Code at any time before or on the first business day
following delivery by the DIP Agent of a Carve Out Trigger Notice,
whether allowed by this Court prior to or after delivery of a Carve
Out Trigger Notice, and (iv) Allowed Professional Fees of
Professional Persons in an aggregate amount not to exceed
$2,500,000 incurred after the first business day following the
delivery by the DIP Agent of the Carve Out Trigger Notice, to the
extent allowed at any time, whether by interim order, procedural
order, or otherwise.
A copy of the order is available at https://bit.ly/3Sw8ttN from
PacerMonitor.com.
About Carestream Health, Inc.
Carestream Health, Inc. is a provider 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.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 22-10778) on August 23,
2022. In the petition signed by Scott Rosa, chief financial
officer, the Debtor disclosed up to $10 billion in both assets and
liabilities.
Judge J. Kate Stickles oversees the case.
The Debtor tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP is general bankruptcy counsel, Pachulksi Stang
Ziehl & Jones LLP as local bankruptcy counsel, AlixPartners, LLC as
restructuring advisor, Houlihan Lokey, Inc. as financial advisor
and investment banker, and Kurtzman Carson Consultants LLC as
claims and noticing agent.
CELSIUS NETWORK: Andersen Supports Appointment of Equity Panel
--------------------------------------------------------------
Andersen Invest Luxembourg S.A SPF has expressed its support for
the appointment of an official committee that will represent
holders of Celsius Network Limited's preferred equity securities.
Susan Adler, Esq., attorney for Andersen, said the appointment is
necessary to ensure "adequate representation" of the interests of
the company's preferred equity holders.
"The resolution of critical issues directly affects the recoveries
of equity holders. Thus, the equity holders require their own
fiduciary with access, standing and resources equal to those
enjoyed by the committee of unsecured creditors to represent their
interests," Ms. Adler said.
Andersen is a 0.05% equity security holder in Celsius Network
Limited.
Andersen can be reached through:
Susan Adler, Esq.
630 Third Avenue
New York, NY 10017
Phone: 212-867-9595
Email: nycsa@aol.com
About Celsius Network
Celsius Network LLC — http://www.celsius.network/— is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they’re lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtor estimated assets and liabilities between $1
billion and $10 billion.
Kirkland & Ellis LLP is serving as legal counsel, Centerview
Partners is serving as financial advisor, and Alvarez & Marsal is
serving as restructuring advisor to Celsius.
Stretto, the claims agent, maintain the page
https://cases.stretto.com/celsius
CELSIUS NETWORK: Preferred Holders Want Official Equity Committee
-----------------------------------------------------------------
Given that the official committee of unsecured creditors in the
case are already representing retail customers, holders of
preferred equity in failed cryptocurrency lender Celsius Network
said they deserve an equal seat at the table while key negotiations
are happening given that equity holders have a substantial
likelihood of meaningful recovery in the cases.
Community First Partners, LLC, Celsius SPV Investors, LP, Celsius
New SPV Investors, LP, and CDP Investissements Inc., as beneficial
holders, or investment advisors or managers of beneficial holders,
of Series B Preferred Shares issued by Celsius Network Limited,
filed documents asking for an order appointing an official
committee of the holders of CNL's preferred equity securities.
"The immediate appointment of an Official Preferred Equity
Committee is necessary to ensure adequate representation of the
interests of CNL's preferred equity holders (the "Equity Holders")
in these cases. The Debtors have repeatedly acknowledged that
certain fundamental issues exist that need to be addressed in the
short term, including, for example, which Debtors are liable with
respect to customer claims, the appropriate allocation of any asset
sale proceeds, and whether the claims of the Debtors' customers
must be determined in United States dollars as of the Petition
Date. The resolution of these issues is necessary to advance any
restructuring negotiations. Indeed, the Debtors and the Official
Committee of Unsecured Creditors (the "UCC") have acknowledged as
much, and they appear to be well on their way to resolving these
key issues. The problem, however, is that the resolution of these
critical issues directly affects the recoveries of the Equity
Holders. And as the Debtors have made clear from the outset of
these cases, they have partnered with the UCC in resolving these
issues and are not taking an adverse position. The Equity Holders
urgently require their own fiduciary -- with the access, standing,
and resources equal to those enjoyed by the UCC -- to represent
their interests," Dennis F. Dunne of MILBANK LLP, counsel to the
preferred holders, said in court filings.
"The need for a fiduciary to pursue the Equity Holders' interests
is particularly critical when one considers the practical realities
of these cases: there are only two groups of real economic
stakeholders – the retail customers and the Equity Holders. The
interests of the customers are being vigorously pursued by the UCC,
which is concededly a committee of customers. Not only is the UCC
laser focused on maximizing value for the customers, without regard
for the Equity Holders, but the Debtors also have made it
abundantly clear that the UCC is their partner, and these cases are
"all about the customer." Thus, there is no stakeholder presently
at the table advocating for the interests of the Equity Holders."
The preferred holders note that the Chapter 11 cases are rapidly
progressing and, without the immediate appointment of an Official
Preferred Equity Committee, the outcome will be skewed in a way
that is greatly prejudicial to the Equity Holders. For example:
a. There are extensive, ongoing discussions between the Debtors
and the UCC regarding a potential restructuring, in which the
Equity Holders are not involved.
b. In fact, the Debtors appear to be well on the way to
formulating an unconfirmable plan, as they have indicated that they
do not plan to "dollarize" claims as of the Petition Date and,
instead, intend to provide in-kind recovery to customers, at the
expense of the Equity Holders and in violation of section 502(b) of
the Bankruptcy Code.
c. The Debtors are in the process of selling (or intend to
sell) mined bitcoin, the equity interests in GK8, and certain "de
minimis assets," which apparently include “equities and stocks”
that are not actually de minimise.
d. The Debtors have given the UCC extensive consent and/or
consultation rights over, among other things, the budget for
intercompany transactions, cryptocurrency transfers, and sales of
assets having value over $300,000 and have agreed to an atypically
expansive reporting protocol. The Equity Holders do not have the
same access to information or diligence on a timely basis and have
not been given any similar consultation rights.
Counsel to Community First Partners, LLC, Celsius SPV Investors,
LP, and Celsius New SPV Investors, LP
Dennis F. Dunne
Nelly Almeida
MILBANK LLP
55 Hudson Yards
New York, NY 10001
Tel: (212) 530-5000
Fax: (212) 660-5219
Email: ddunne@milbank.com
nalmeida@milbank.com
- and -
Andrew M. Leblanc
Melanie Westover Yanez
MILBANK LLP
1850 K Street, NW, Suite 1100
Washington, DC 20006
Tel: (202) 835-7500
Fax: (202) 263-7586
E-mail: aleblanc@milbank.com
mwyanez@milbank.com
Counsel to CDP Investissements Inc.:
Joshua M. Mester
JONES DAY
555 South Flower Street
Fiftieth Floor
Los Angeles, CA 90071
Tel: (213) 489-3939
Fax: (213) 243-2539
E-mail: jmester@jonesday.com
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case
No.22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtor estimated assets and liabilities between $1
billion and $10 billion.
Kirkland & Ellis LLP is serving as legal counsel, Centerview
Partners is serving as financial advisor, and Alvarez & Marsal is
serving as restructuring advisor to Celsius. Stretto, the claims
agent, maintains the page https://cases.stretto.com/celsius
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. On July 29, 2022, the committee voted to
retain White & Case as its counsel. The committee tapped Elementus
as blockchain forensics advisor, M3 as its financial advisor, and
Perella Weinberg Partners LP as its investment banker.
CHANNEL CLARITY: Claims to be Paid From Operations in 5 Years
-------------------------------------------------------------
Channel Clarity Holdings LLC submitted an Amended Plan of
Reorganization.
The Debtor has no secured creditors, Flagstad having withdrawn his
purported secured claim, and Klaas having had his purported secured
claim voided as a preference pursuant to Section 547 of the
Bankruptcy Code. The Debtor maintains no inventory, and its assets
consist almost solely of accounts receivable and cash in the
Debtor's two bank accounts located at Wintrust and Huntington
National Bank. On the Petition Date, the total amount of cash
contained in the Bank Accounts was $168,538. The total amount of
accounts receivable on the Petition Date was $93,658. As of the
filing of this Amended Plan, the Bank Accounts held the sum of
$5,034, and accounts receivable totaled $89,603.
Total unsecured claims, as a result of the allowance of the Klaas
and Flagstad claims, are $3,339,000. Claims filed by Klaas on
behalf of an entity known as Two Screens and the $250,000 claim
filed by the James Streibich Trust, and which holds an equity
interest in the Debtor have been disallowed.
Since the inception of the Chapter 11 case, the Debtor has worked
jointly with the Trustee in preparing and proposing both the
Original Plan and the Amended Plan in the hopes of making it
consensual. At the present time, the efforts of the Debtor and the
Trustee have not resulted in a consensual Amended Plan, but as the
Debtor is committing all of its disposable income to the Amended
Plan, as provided by Subchapter V, a consensual Amended Plan is not
required.
The Amended Plan provides for a percentage payment of all allowed
claims over a 5-year period. The Klaas Claim has been allowed by
the Bankruptcy Court, and as no objection to Flagstad's claim has
been filed, it has been deemed allowed.
The Plan will treat claims as follows:
* Class 1 General Unsecured Claims are impaired The Debtor
estimates that approximately 25 creditors hold Class 1 Claims
aggregating approximately $749,000, excluding the approximate $1.8
million Klaas Claim, and Flagstad's claim of $790,000.00, which
claims are classified separately. Each holder of an Allowed Class
1 Claim will receive its pro rata share, equal in percentage as to
be received by Class 2 and Class 3 Claimants, of quarterly payments
through the fourth quarter of the fifth year following the
Effective Date, if all claims are allowed, with the first
installment payable within 90 days following the Effective Date.
* Class 2 Claims are impaired. Class 2 consists of the Klaas
Claim in the approximate amount of $1.8 million. Distribution on
the Klaas Claim is reserved until a final non-appealable order is
entered with respect to the Appeal, which seeks subordination of
the Klaas Claim. In the event that a final non-appealable order is
entered providing for subordination of the Klaas Claim, the Klaas
Claim will receive no distributions unless and until Classes 1 and
3 are paid in full. In the event that a non-appealable final order
is entered denying such subordination, the Klaas Claim shall be
paid its share pro rata with Classes 1 and 3 in quarterly payments
through the fourth quarter of the fifth year following the
Effective Date with the first installment payable within 90 days
following the Effective Date. The Class 2 is impaired.
* Class 3 Claims are impaired. Class 3 consists of the Flagstad
claim in the approximate amount of $790,000. The Flagstad claim
shall be paid its share pro rata with Classes 1 and 2 in quarterly
payments through the fourth quarter of the fifth year following the
Effective Date with the first installment payable within 90 days
following the Effective Date. On the Effective Date, Flagstad shall
assign his right to distribution, pursuant to this Amended Plan, to
Class 1 Claimants pro rata, said assignment to remain in effect
until Class 1 Claimants are either paid in full, without interest,
or the 5 years of the Amended Plan have been completed, whichever
is earlier. The Class 3 is impaired.
Distributions under the Amended Plan shall be made from proceeds
realized from the continued operation of the Debtor's business by
the Debtor. The Debtor does not intend to borrow funds but
reserves the right to borrow funds in order to make the Amended
Plan payments.
Counsel for the Debtor:
Scott R. Clar, Esq.
CRANE, SIMON, CLAR & GOODMAN
135 S. LaSalle Street, Suite 3950
Chicago, IL 60603
Tel: (312) 641-6777
E-mail: Sclar@cranesimon.com
A copy of the Amended Plan of Reorganization dated September 21,
2022, is available at https://bit.ly/3qYF7YW from
PacerMonitor.com.
About Channel Clarity Holdings
Chicago-based Channel Clarity Holdings, LLC, filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ill. Case No. 21-07972) on June 30, 2021. Brock Flagstad,
managing member, signed the petition. At the time of the filing,
the Debtor disclosed $100,000 to $500,000 in assets and $1 million
to $10 million in liabilities. Judge Lashonda A. Hunt oversees the
case. Crane, Simon, Clar & Goodman is the Debtor's legal counsel.
CHILD'S TRUCKING: Case Summary & 17 Unsecured Creditors
-------------------------------------------------------
Debtor: Child's Trucking, LLC
1050 West Lakes Drive, #225
West Covina, CA 91790
Business Description: The Debtor is a fully licensed and insured
trucking company.
Chapter 11 Petition Date: September 30, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-15362
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Canwar Childs as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/OU5BSBY/Childs_Trucking_LLC__cacbke-22-15362__0001.0.pdf?mcid=tGE4TAMA
CHIVINE RESOURCES: May Use $15,500 in Cash Collateral
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized Chivine Resources Inc. to use cash collateral on an
interim basis in the ordinary course of its business up to the
maximum amount of $15,500, unless the amount is increased by
written consent of Citizens, Inc., to be disbursed for necessary
operating expenses of the Debtor.
The term of the preliminary use of cash collateral will be for a
period of 60 days commencing September 1 and continuing through
October 31, 2022.
As adequate protection, Citizens as secured creditor is granted:
a. A continuing post-petition lien and security interest in
all pre-petition property of the Debtor as it existed on the
Petition Date, of the same type against which the Secured Creditor
held validly protected liens and security interests as of the
Petition Date; and
b. A continuing post-petition lien in all property acquired by
the Debtor after the Petition date. The Replacement Liens will
maintain the same priority, validity and enforceability as the
Secured Creditor's liens on the initial Collateral and will be
recognized only to the extent of any diminution in the value of the
Collateral resulting from the use of cash collateral pursuant to
the Order. The validity, enforceability, perfection and priority of
the Replacement Liens will not be subject to the equities of the
case exception to section 552(b) of the Bankruptcy Code and will
not depend upon filing, recordation, or any other act required
under applicable state or federal law, rule or regulation.
As further adequate protection, the Debtor will pay $2,917 to the
Secured Creditor and $104 to the town of Bloomfield.
A second preliminary hearing on the matter is set for October 27 at
12 p.m.
A copy of the order is available at https://bit.ly/3BTKhKT from
PacerMonitor.com.
About Chivine Resources
Chivine Resources Inc. -- https://chivine-us.com/ -- has been a
supplier of industrial raw materials since 1984.
Chivine Resources filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No.
22-20549) on Aug. 12, 2022. In the petition filed by Vincent N.
Chidozie, as president, the Debtor reported assets and liabilities
of $500,000 to $1 million.
Kara S. Rescia has been appointed as Subchapter V trustee.
Judge James J. Tancredi oversees the case.
Gregory F. Arcaro, Esq., at Grafstein & Arcaro LLC, is the Debtor's
counsel.
CITE LLC: Sub V Trustee Has Cash Collateral Access Thru Oct 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, gave Robert Handler, the Subchapter V Trustee of
Cite LLC, authority to use cash collateral in which A. Robert
Abboud and Company (ARACO) asserts an interest, in accordance with
the budget, with a 10% variance through October 30 2022.
The Subchapter V Trustee is authorized to operate the Debtor's
business, primarily including its restaurant, and use cash (a) for
the disbursements set forth under the Trustee Operating Budget, or
(b) for any disbursement(s) expressly authorized by separate Court
order, to and including October 30. The Debtor may use cash in an
amount equal to up to 10% more than a particular corresponding
"category" in the Budget, measured on a cumulative, monthly basis,
provided that cash is available.
In the event expenses for a particular month come in under the
amount set forth in the Budget, the amounts will roll forward and
be available in future months and may be used to offset any
overages up to 10% for future months, provided the overage
corresponds to a prior month's underage in the same expense
category.
In the event ARACO consents, in writing, to the use of cash in a
manner or amount which does not conform to the Budget, the Debtor
will be authorized pursuant to the Order to expend cash for the
Non-Conforming Use without further Court approval.
As adequate protection for the Debtor's use of cash collateral,
ARACO and Republic Bank are granted post-petition liens, security
interests and mortgages in and on the property of the Debtor and
its estate, including all property acquired by the Debtor or its
estate after the Petition Date, to the same extent, validity,
perfection, enforceability, and priority of the liens, security
interests, and mortgages of the Secured Creditor in the
Pre-petition Collateral as of the Petition Date.
If and to the extent the adequate protection of the interests of
the Secured Creditors, or either of them, in the Post-petition
Collateral pursuant to the order proves insufficient, the Secured
Creditor(s) will be granted an administrative expense claim under
section 507(b) of the Bankruptcy Code.
As further adequate protection, the Trustee will make the adequate
protection payments to the Secured Creditors indicated in the
Budget, in the amounts of $14,000 per month to Republic Bank and
$7,500 per month to ARACO, with the September adequate protection
payments must be received by the Secured Creditors by no later than
October 24.
The matter is continued for status hearing on October 26 at 10 a.m.
via Zoom for Government.
A copy of the order and the Debtor's budget for October 2022 is
available at https://bit.ly/3fuCyv6 from PacerMonitor.com.
The budget provides for total cash disbursements, on a weekly
basis, as follows:
$28,579 for the week starting October 9, 2022;
$120,534 for the week starting October 16, 2022;
$57,091 for the week starting October 23, 2022; and
$51,792 for the week starting October 30, 2022.
About Cite LLC
Cite LLC, an American restaurant business, filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ill. Case No. 21-13730) on Dec. 3, 2021. In the petition
signed by Evangeline Gouletas, managing member, the Debtor
disclosed $5,517,547 in total assets and $7,945,223 in total
liabilities.
Judge Janet S. Baer oversees the case.
The Golding Law Offices, PC serves as the Debtor's counsel.
Robert Handler has been appointed as Subchapter V Trustee of Cite
LLC.
CLAURUS THERAPEUTICS: Hires Goodwin Procter as Lead Counsel
-----------------------------------------------------------
Claurus Therapeutics Holdings and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
Goodwin Procter LLP as their lead restructuring counsel.
The firm's services include:
(a) advising the Debtors with respect to their powers and
duties as debtors and debtors in possession in the continued
management and operation of their business and properties;
(b) attending meetings and negotiating with representatives of
creditors and other parties-in-interest, and advising and
consulting on the conduct of the Chapter 11 Cases, including all of
the legal and administrative requirements of operating in chapter
11;
(c) taking approved necessary action to protect and preserve
the Debtors' estates, including the prosecution of actions on the
Debtors' behalf, the defense of any actions commenced against the
Debtors' estates, negotiations concerning litigation in which the
Debtors may be involved and objections to claims filed against the
Debtors' estates;
(d) preparing on behalf of the Debtors all requested motions,
applications, answers, orders, reports and papers necessary to the
administration of their estates;
(e) advising the Debtors in connection with any sales of
assets;
(f) advising the Debtors concerning executory contract and
unexpired lease assumptions, assignments and rejections;
(g) assisting the Debtors in reviewing, estimating and
resolving claims asserted against the Debtors' estates;
(h) preparing and negotiating on the Debtors' behalf a plan of
reorganization, a disclosure statement and all related agreements
and/or documents and taking any necessary action on behalf of the
Debtors to obtain confirmation of such plan;
(i) appearing before this Court, any appellate courts, and the
U.S. Trustee and protecting the interests of the Debtors' estates
before such courts and the U.S. Trustee; and
(j) performing as requested all other necessary legal services
and providing all other necessary legal advice to the Debtors in
connection with the Chapter 11 Cases.
Goodwin's standard hourly rates are:
Partners $1,020 to $1,945
Counsel $750 to $1,145
Barry Bazian, Esq., a partner with Goodwin, assured the court that
Goodwin is a "disinterested person" within the meaning of
Bankruptcy Code section 101(14), as modified by Bankruptcy Code
section 1107(b).
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Barry
Bazian disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Goodwin's standard billing rates are adjusted annually
based on a careful and comprehensive review of market conditions
and other factors. The material financial terms for the prepetition
engagement remained the same, as the engagement was on an hourly
basis. In August 2022, Goodwin and the Debtors entered into a
supplemental engagement letter by which the Debtors agreed to make
an additional payment to fund the Retainer and the Debtors agreed
that $500,000 of such Retainer would be held by Goodwin as an
evergreen retainer; and
-- the Debtors and Goodwin expect to develop a prospective
budget and staffing plan for these Chapter 11 Cases.
The firm can be reached through:
Barry Z. Bazian, Esq.
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
Phone: +1 212 813 8800
Fax: +1 212 355 3333
Email: bbazian@goodwinlaw.com
About Clarus Therapeutics Holdings, Inc.
Clarus Therapeutics Holdings, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10845)
on September 5, 2022. In the petition signed by Lawrence R.
Perkins, chief restructuring officer, the Debtor disclosed up to
$100,000 in both assets and liabilities.
L. Katherine Good, Esq., at Potter Anderson & Corroon LLP is the
Debtor's counsel.
CLAURUS THERAPEUTICS: Hires Potter Anderson as Co-Counsel
---------------------------------------------------------
Claurus Therapeutics Holdings and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
Potter Anderson & Corroon LLP as their co-counsel.
The firm's services include:
a. providing legal advice and services regarding local rules,
practices, and procedures and providing substantive and strategic
advice on how to accomplish the Debtors' goals in connection with
the prosecution of the Chapter 11 Cases, bearing in mind that the
Court relies on co-counsel such as Potter Anderson to be involved
in all aspects of each bankruptcy proceeding;
b. reviewing, commenting, and/or preparing drafts of documents
to be filed with the Court as Delaware counsel to the Debtors;
c. appearing in Court and at any meeting required by the U.S.
Trustee and any meeting of creditors at any given time on behalf of
the Debtors as their co-counsel;
d. assisting with any disposition of the Debtors' assets, by
sale or otherwise;
e. taking action to protect and preserve the Debtors' estate,
including the prosecution of actions on the Debtors' behalf, the
defense of actions commenced against the Debtors in the Chapter 11
Cases, the negotiation of disputes in which the Debtors are
involved, and the preparation of objections to claims filed against
the Debtors, in coordination with Goodwin Procter LLP;
f. preparing the Debtors' disclosure statement and any related
documents and pleadings necessary to solicit votes on the Debtors'
plan of reorganization or liquidation, in coordination with Goodwin
Procter LLP;
g. prosecuting on behalf of the Debtors a proposed plan and
seeking approval of all transactions contemplated therein and any
amendments thereto, in coordination with Goodwin Procter LLP;
h. performing various services in connection with the
administration of the case, including, without limitation: (i)
preparing agenda letters, certificates of no objection,
certifications of counsel, notices of fee applications and
hearings, and hearing binders of documents and pleadings, (ii)
monitoring the docket for filings and coordinating with Goodwin
Procter LLP on pending matters that need responses, (iii) preparing
and maintaining critical dates memoranda to monitor pending
applications, motions, hearing dates, and other matters and the
deadlines associated with the same, and (iv) handling inquiries and
calls from creditors and counsel to interested parties regarding
pending matters and the general status of the case and coordinating
with Goodwin Procter LLP on any necessary responses;
i. acting as conflicts counsel to the Debtors in the event of
a conflict on the part of Goodwin Procter LLP;
j. providing additional administrative support to Goodwin
Procter LLP, as requested; and
k. performing all other services assigned by the Debtors to
Potter Anderson in connection with the Chapter 11 Cases as may be
required, in consultation with Goodwin Procter LLP.
The firm will be paid at these hourly rates:
Partners $770-$880
Counsel $640
Associates $420-$580
Paraprofessionals $305-$380
L. Katherine Good, Esq., a partner of the firm of Potter Anderson,
assured the court that Potter Anderson is a "disinterested person"
under section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, L.
Katherine Good disclosed that:
a. Potter Anderson has not agreed to a variation of its
standard or customary billing arrangement for this engagement;
b. None of Potter Anderson's professionals included in this
engagement have varied their rate based on the geographic location
of these Chapter 11 Cases;
c. Potter Anderson has only represented the Debtors in
connection with this matter. The billing rates and material terms
of the representation prior to the Petition Date are the same as
the rates and terms described in this Application; and
d. The Debtors and Potter Anderson expect to develop a
prospective budget and staffing plan for Potter Anderson's
engagement for the post-petition period as appropriate. In
accordance with the U.S. Trustee Guidelines, the budget may be
amended as necessary to reflect changed or unanticipated
developments.
The firm can be reached through:
L. Katherine Good, Esq.
Potter Anderson & Corroon LLP
1313 N. Market Street
Wilmington, DE 19801
Tel: 302.984.6049
Fax: 302.658.1192
Email: kgood@potteranderson.com
About Clarus Therapeutics Holdings, Inc.
Clarus Therapeutics Holdings, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10845)
on September 5, 2022. In the petition signed by Lawrence R.
Perkins, chief restructuring officer, the Debtor disclosed up to
$100,000 in both assets and liabilities.
L. Katherine Good, Esq., at Potter Anderson & Corroon LLP is the
Debtor's counsel.
CLAURUS THERAPEUTICS: Taps Raymond James as Investment Banker
-------------------------------------------------------------
Claurus Therapeutics Holdings and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
Raymond James & Associates, Inc. as their investment banker.
The firm will render these services:
a. review and analyze the Debtors' business and financial
condition;
b. evaluate the Debtors' debt capacity, including by advising
the Special Committee generally as to available financing and
assist in the determination of an appropriate capital structure;
c. evaluate potential Transaction alternatives and
strategies;
d. prepare documentation within Raymond James’ area of
expertise that is required in connection with the Transaction
including, but not limited to, a confidential information
memorandum, executive summaries, management presentations and other
diligence materials;
e. coordinate the due diligence process, including
establishment, population and maintenance of the virtual data room
(at the Debtors' expense) and assist with the response to
Interested Parties with respect to their diligence investigation;
f. identify and evaluate potential Interested Parties
regarding one or more particular Transactions and manage
communications with such Interested Parties;
g. contact Interested Parties on behalf of the Debtors and
with only upon the prior written consent by the Special Committee,
which Interested Parties Raymond James, after consultation with the
Special Committee, believes meet certain industry, financial and
strategic criteria and assist the Special Committee in negotiating
and structuring a Transaction;
h. coordinate and assist with the management of the Debtors in
preparing for and hosting management presentations, visits to the
Debtors' facilities and conference and diligence calls, in each
case, with Interested Parties approved by the Special Committee;
i. advise the Special Committee (together with its legal
counsel) with respect to potential transaction, including
structuring, negotiating and consummating a Transaction;
j. assist with the Special Committee and the Debtors' general
management of the Transaction process;
k. cooperate and share information with any other advisors
retained by the Debtors or the Special Committee;
l. advise the Special Committee, and assist senior management
in making presentations to the Special Committee and board of the
directors, with respect to negotiations relating to the proposed
Transactions and its financial implications; and
m. assist the Special Committee and its counsel in the
collection and negotiating of confidentiality agreements between
the Debtors and Interested Parties approved by the Special
Committee.
The firm will be compensated as follows:
a. Monthly Advisory Fee and Database Expense Amount. The
Debtors paid Raymond James a non-refundable cash retainer (the
"Advisory Fee") of $75,000 upon the Debtors' receipt of Raymond
James’s invoice for the Advisory Fee following the execution of
the Engagement Letter and $75,000 on the first business day of
every month thereafter during the term of the Engagement Letter.
Additionally, the Debtors paid Raymond James a flat expense charge
of $1,000 for Raymond James’s access to electronic financial
databases pertinent to this engagement, upon the Debtors' signing
of the Engagement Letter. The third Advisory Fee received by
Raymond James, and each Advisory Fee received thereafter, shall be
credited in full against one Transaction Fee.
b. Financing Transaction Fee. If, during the Term or during
the twelve (12) months following any termination of the Engagement
Letter (other than a termination (A) by Raymond James or (B) by the
Debtors based on actions taken in bad faith or arising out of the
willful misconduct or gross negligence of Raymond James as finally
judicially determined) (the "Tail Period"), any Financing
Transaction closes (the "Financing Transaction Closing") or is
agreed upon and subsequently closes (regardless of when such
Financing Transaction Closing occurs), whether on a stand- alone
basis or to consummate any other Transaction, the Debtors shall pay
Raymond James immediately and directly out of the proceeds of the
placement, at the Financing Transaction Closing of each Financing
Transaction as a cost of sale of each Financing Transaction, a
nonrefundable cash transaction fee (the "Financing Transaction
Fee") equal to the sum of:
(A) one percent of the Proceeds of any
debtor-in-possession financing ("DIP Financing") provided by
Existing Lenders, and 1.5 percent of the Proceeds of any DIP
Financing provided by any Interested Party other than an Existing
Lender, plus;
(B) the greater of (x) $1,000,000 and (y) the sum of
(1) 1.5 percent of the Proceeds of all first lien senior secured
notes and bank debt raised (other than DIP Financing), and (2) 3
percent of the Proceeds of any second lien or junior debt capital
raised (other than DIP Financing), and (3) 6 percent of equity or
equity-linked securities raised (other than DIP Financing).
Provided, however, that to the extent the Financing Transaction
includes an uncommitted accordion or similar credit feature, the
Financing Transaction Fee for such accordion or similar feature
shall be payable upon the commitment of such credit facility or its
funding irrespective of the date of such commitment or funding.
c. Restructuring Transaction Fee. If, during the Term or
during the Tail Period, any Restructuring Transaction closes, or is
agreed upon and subsequently closes, or any amendment to or other
changes in the instruments or terms pursuant to which any Existing
Obligations were issued or entered into becomes effective (as
applicable, a "Restructuring Transaction Closing"), regardless of
when such Restructuring Transaction Closing occurs, the Debtors
shall pay Raymond James a non-refundable cash transaction fee of
$1,300,000 (the "Restructuring Transaction Fee"). The Debtors shall
pay the Restructuring Transaction Fee, as a cost of the
Restructuring Transaction to Raymond James upon the earlier of (i)
the Restructuring Transaction Closing of each Restructuring
Transaction or (ii) the date on which any amendment to or other
changes in the instruments or terms pursuant to which any Existing
Obligations were issued or entered into became effective.
d. Business Combination Transaction Fee. (i) If, during the
Term or during the Tail Period, any Business Combination
Transaction closes (the "Business Combination Closing" and together
with any Financing Transaction Closing or Restructuring Transaction
Closing, each a "Closing") or is agreed upon and subsequently
closes (regardless of when such Business Combination Closing
occurs), the Debtors shall pay Raymond James immediately and
directly out of the proceeds at the Business Combination Closing,
as a cost of sale of such Business Combination Transaction
non-refundable cash transaction fee (the "Business Combination
Transaction Fee" and together with any Financing Fee or
Restructuring Fee, each a "Transaction Fee") based upon the
"Transaction Value" in the Transaction, pursuant to the following
schedule:
Transaction Value Business Combination
Transaction Fee
Equal to or less than The greater of $1,300,000
(the $45,000,000
"Minimum Business Transaction
Fee") or 2.88 percent of
Transaction Value
(as applicable,
the "Tier 1 Fee")
Greater than $45,000,000 Sum of (a) Tier 1 Fee,
and less than or equal to plus (b) 5 percent of the
$60,000,000 incremental Transaction Value
in excess of $45,000,000
and less than or equal
to $60,000,000 (such sum,
the "Tier 2 Fee")
Greater than $60,000,000 Sum of (a) Tier 2 Fee, plus
(b) 6 percent of the incremental
Transaction Value in excess of
$60,000,000 (such sum, the "Tier
3 Fee")
(ii) Notwithstanding the foregoing, in the event the
Business Combination Transaction is an Existing Lender Transaction,
the Business Combination Transaction Fee shall be $1,300,000. In
the event a Business Combination Transaction is effected through an
asset sale, the Debtors retains some assets after consummation of
such Business Combination Transaction and Raymond James has
received the Business Combination Transaction Fee for such Business
Combination Transaction, Raymond James agrees (1) during the Term,
to continue to use reasonable efforts to find a purchaser of such
remaining assets and (2) in the event of the sale of some or all of
such retained assets, such sale shall be combined with the prior
Business Combination Transaction and an aggregate Business
Combination Transaction Fee being calculated therefore and Raymond
James being paid the incremental amount over the Business
Combination Transaction Fee previously paid.
e. Alternative Transaction. Notwithstanding the foregoing, if
in lieu of a Business Combination Transaction, during the Term or
during the Tail Period, any Alternative Transaction (as defined
below) closes (the "Alternative Transaction Closing") or if a
definitive agreement that results in such an Alternative
Transaction is entered into by the Debtors during the term of the
Engagement Letter or within the Tail Period, Raymond James will be
paid a customary advisory fee for transactions of similar size and
nature but in no event less than the Minimum Business Transaction
Fee, as mutually agreed upon by the Parties (the "Alternative
Transaction Fee") and any reference to a "Business Combination
Transaction" in the Engagement Letter (other than under Section
2(b) above) will be deemed to refer to such Alternative
Transaction. Should one or more Alternative Transactions be agreed
upon or close within the Term or the Tail Period that, together
with the previously agreed-upon or closed Alternative Transaction,
constitutes in the aggregate a Business Combination Transaction, an
additional fee will be payable to the extent that the Business
Combination Transaction Fee is greater than the previously paid
Alternative Transaction Fee, provided, however, that in no event
shall the total Alternative Transaction Fees be greater than the
Business Combination Transaction Fee. As used in the Engagement
Letter, "Alternative Transaction" means any transaction or series
or combination of transactions outside of the Debtors' ordinary
course of business, other than a Transaction, with any Interested
Party or Interested Party’s securityholders or affiliates,
including (i) the sale or transfer of less than a majority voting
or economic interest in the Debtors' securities (including
preferred securities and debt) or (outside of the ordinary course
of the Debtors' business) less than a majority of the consolidated
fair market value of the business, revenues, income or assets of
the Debtors or any of it divisions, and/or (ii) a spin-off or
split-off, a joint venture, a strategic alliance or partnership, or
a licensing agreement or arrangement.
f. Break-Up Amount. Additionally, if the Debtors or its
securityholders enters into a Definitive Agreement regarding a
Business Combination Transaction that is later terminated, and the
Debtors or its securityholders receives a "break-up," "termination"
or similar fee or payment including, without limitation, any
judgment for damages or amount in settlement of any dispute as a
result of such termination, the Debtors shall pay Raymond James a
cash fee (the "Break-up Amount") equal to 25 percent of all such
amounts promptly upon receipt by the Debtors or its
securityholders.
Raymond James is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Geoffrey Richards
Raymond James Financial, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
Phone: 727-567-1000
Email: geoffreyrichards@raymondjames.com
About Clarus Therapeutics Holdings, Inc.
Clarus Therapeutics Holdings, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10845)
on September 5, 2022. In the petition signed by Lawrence R.
Perkins, chief restructuring officer, the Debtor disclosed up to
$100,000 in both assets and liabilities.
L. Katherine Good, Esq., at Potter Anderson & Corroon LLP is the
Debtor's counsel.
CLAURUS THERAPEUTICS: Taps SierraConstellation to Provide CRO
-------------------------------------------------------------
Claurus Therapeutics Holdings and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
SierraConstellation Partners, LLC to provide the Debtors with a
chief restructuring officer and additional personnel and
designating Lawrence R. Perkins as the Debtors' CRO.
The firm will render these services:
-- provide oversight and assistance with the preparation of
financial information for distribution to creditors and others,
including, but not limited to, cash flow projections and budgets,
cash receipts and disbursements analysis of various asset and
liability accounts, and analysis of proposed transactions;
-- communicate with lenders directly regarding financial
performance, strategy, and/or other topics relevant to the scope of
this assignment;
-- evaluate and make recommendations in connection with strategic
alternatives as needed to maximize the value of the Debtors;
-- evaluate the cash flow generation capabilities of the Debtors
for valuation maximization opportunities;
-- provide oversight and assistance in connection with
communications and negotiations with constituents including trade
vendors, investors and other critical constituents to the
successful execution of the Debtors' near-term business plan;
-- subject to the direction and instruction of the Boards,
evaluate the possibility of the Debtors commencing the Chapter 11
Cases and emerge from bankruptcy as effectively and efficiently as
possible under the circumstances, and as necessary:
-- preparation and negotiation of cash collateral and/or
Debtor in Possession (DIP) cash flow forecast and resultant cash
and/or financing requirements;
-- assist and support the Debtors in identifying, negotiating,
and closing DIP financing;
-- assist and support the Debtors in identifying, negotiating,
and closing an asset sale;
-- preparation of petitions and schedules and statements for
bankruptcy filing;
-- provide assistance in the management of schedules and
reporting for filing in a court-supervised proceedings;
-- provide testimony and serve as responsible party for
reporting requirements in Delaware;
-- provide interim management support related to the
operations and cash flow management during the bankruptcy process;
-- provide management support in evaluating and responding to
parties during negotiation including landlords, vendors, potential
buyers, and other key constituents;
-- provide analysis and services related to lease assumptions,
rejections, modification or terminations;
-- interact with the unsecured creditor or other committee(s)
(if any) and assist in the preparation of management reports; and
-- assistance related to drafting and confirming a plan of
reorganization, if necessary.
The firm can be reached through:
Lawrence Perkins as CRO $895/hr.
Partners $895/hr. to $1,005/hr.
Managing Directors $640/hr. to $720/hr.
Senior Directors $580/hr. to $640/hr.
Directors $445/hr. to $525/hr.
Senior Associates $350/hr.
The Debtors provided Sierra with a retainer in the amount of
$60,000 and prior to the Petition Date provided Sierra an
additional retainer in the amount of $200,000.
Lawrence Perkins, chief executive officer of SierraConstellation,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Lawrence Perkins
SierraConstellation Partners, LLC
355 S Grand Ave. # 1450
Los Angeles, CA 90071
Tel: (213) 289-9060
Fax: 213 402 3548
Email: info@sierraconstellation.com
About Clarus Therapeutics Holdings, Inc.
Clarus Therapeutics Holdings, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10845)
on September 5, 2022. In the petition signed by Lawrence R.
Perkins, chief restructuring officer, the Debtor disclosed up to
$100,000 in both assets and liabilities.
L. Katherine Good, Esq., at Potter Anderson & Corroon LLP is the
Debtor's counsel.
CLEARWATER PLAINFIELD: Seeks to Hire r2 advisors as CRO
-------------------------------------------------------
Clearwater Collection 15, LLC and Clearwater Plainfield 15, LLC
seek approval from the U.S. Bankruptcy Court for the District of
Colorado to employ r2 advisors llc as their chief restructuring
officer.
The firm will render these services:
a. liquidate the Debtors' assets;
b. oversee and have final authority over the financial
management of the Debtors, including general accounting, financial
reporting and cash management;
c. be the sole authorized signatory on all the Debtors' bank
accounts and any other accounts;
d. work with bankruptcy counsel to assist the Debtors in
evaluating claims filed in the bankruptcy case and objecting to
claims as appropriate;
e. have final authority to negotiate and enter material
contracts, agreements, pleadings or other documents deemed
advisable in meeting the obligations of the Debtors;
f. have final authority to pay expenses of the Debtors;
g. formulate with Debtors' bankruptcy counsel a Plan of
Reorganization or Liquidation, that is compliant with the
Bankruptcy Code, including its distribution priorities;
h. review all financial information and prepare and sign
Monthly Operating Reports;
i. serve as a liquidating trustee under a liquidating plan and
have final authority to bring suit on behalf of or defend any suit
against the Clearwater Collection and/or Clearwater Plainfield and
authority to retain such legal counsel, public accountants and
other experts deemed advisable;
j. have final authority, subject to and as provided in any
court order to make decisions regarding the bankruptcy cases of the
Debtors; and
k. perform such other duties as requested by the Debtors that
are consistent with the foregoing duties;
l. have authority to communicate directly with creditors and
provide them with information and reports with respect to the
matters upon which r2 has been engaged.
The firm will bill these hourly rates:
Senior Director $400
Director $250
Analyst $150
r2 is a "disinterested person" as defined in 11 U.S.C. Sec.
101(14), according to court filings.
The firm can be reached through:
Thomas M. Kim
r2 advisors llc
1518 Blake Street
Denver, CO 80202
Telephone: (303) 865-8460
Email: tkim@r2llc.com
About Clearwater Plainfield 15
Clearwater Plainfield 15, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo.
Case No. 22-11321) on April 19, 2022, listing as much as $50
million in both assets and liabilities. The petition was signed by
Gary Dragul, president, GDA Clearwater Management and GDA Real
Estate Management.
Judge Joseph G. Rosania, Jr. oversees the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C.
represents the Debtor as legal counsel.
COASTAL DRILLING: Hires Energy Capital as Investment Banker
-----------------------------------------------------------
Coastal Drilling Land Company, LLC received approval from the U.S.
Bankruptcy Court for the U.S. Bankruptcy Court for the Southern
District of Texas to hire Energy Capital Solutions, LLC as its
investment banker.
The firm's services include:
a) analyzing and evaluating the Debtor's business, operations
and financial positions;
b) assisting in preparing a comprehensive information
presentation for distribution and presentation to potential
purchasers;
c) assisting in the development, preparation and
implementation of a marketing plan;
d) assisting in the identification, contacting, and screening
of prospective purchasers;
e) assisting in coordinating the due diligence investigations
of prospective purchasers;
f) communicating with the Debtor's representatives and other
parties-in-interest, to discuss the proposed Transaction(s);
g) advising and assisting the Debtor with respect to any form
of Transaction, including the sale of the Debtor's assets, or any
other Transaction resulting in a disposition of the Debtor's
assets; and
h) performing such other advisory and investment banking
services.
The firm will receive compensation as follows:
a) the amount payable by the Debtor to ECS at the closing of a
Transaction (Success Fee) shall be, upon the closing of a
Transaction, 4.5 percent of the "transaction value" with a minimum
Success Fee of $200,000 (Minimum Fee);
b) $20,000 due monthly (Monthly Fee), commencing upon the
execution of the Engagement Letter; provided, however, that the
Debtor's payment of the first Monthly Fee was not made prior to the
Petition Date and is therefore subject to the Court's approval of
the Debtor's payment of a post-petition retainer; and
c) all reasonable out-of-pocket expenses incurred in
performing the services.
Energy Capital does not hold or represent an interest adverse to
the estate and is a "disinterested person," as that term is defined
in section 101(14) of the Bankruptcy Code, as disclosed in the
court filing.
The firm can be reached through:
Scott Trulock
Energy Capital Solutions, LLC
2651 N. Harwood, Suite 410
Dallas, TX 75201
Tel: (214) 219-8200
Email: strulock@nrgcap.com
About Coastal Drilling Land Company
Coastal Drilling Land Company, L.L.C. offers drilling rigs and
services to the South Texas and Gulf Coast regions.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-20204) on August 28,
2022. In the petition signed by CEO Chris McClanahan, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge David R. Jones oversees the case.
Matthew Okin, Esq., at Okin Adams Bartlett Curry LLP is the
Debtor's counsel.
COLEMAN COMMERCIAL: Krause Buying McCarthy's Sports Bar for $170K
-----------------------------------------------------------------
Coleman Commercial Properties, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to sell its 100%
ownership interest in a certain restaurant known as McCarthy's
Sports Bar & Grill located at 15350 E. Smoky Hill Road, in Aurora,
Colorado 80015, to Jeremy Krause for $170,000.
Pursuant to Schedule A/B: Assets - Personal Property, the Debtor
holds a 100% ownership interest in the restaurant. Schedule B
lists the value of equipment and machinery at $155,683 and valued
the Goodwill (value of the company's brand, customer base,
reputation, and length of operations etc.) at $260,000. The Debtor
did not list any secured claims on Schedule D and upon information
and belief, there are no secured claims against its property.
Commencing on Aug. 17, 2022, the Debtor engaged the services of
Ronald Uphouse, a Business Broker with Jordan Business Brokerage
LLC, which does business as We Sell Restaurants, to list the
Debtor’s restaurant for sale.
On Aug. 28, 2022, the Debtor received an offer for the purchase of
McCarthy's Sport's Bar & Grill and executed an Asset Purchase
Contract. Pursuant to the Purchase Contract, executed by the
Debtor and the Buyer, the Buyer agrees to purchase the restaurant
for the sum of $170,000 by and through immediately available funds
at closing. The Purchase Contract establishes a closing date of
November 24, 2022. However, the Buyer has applied for a liquor
license and needs possession of the restaurant by Oct. 1, 2022.
The Purchase Contract speaks for itself. Notably, it is not
contingent on Buyer obtaining financing. It requires earnest money
to be paid by purchaser, funds to be escrowed by a third-party.
In accordance with L.B.R. 6004-1(d), additional matters salient to
the sale:
a. It is the intention of the Buyer and the Debtor to close
prior to Oct. 1, 2022;
b. The Buyer will be assuming no debt of the Debtor;
c. The closing will occur via a third party, CrestPoint Law;
d. The Buyer has performed its due diligence and inspections;
e. The Buyer has met with the Landlord (i.e., The Shops at
Shenandoah, a creditor) and reached a tentative lease agreement,
expected to be reduced to writing within seven days of the Motion,
and filed as a supplement to it upon execution and receipt; and
f. The Buyer has contracted with attorneys Dill and Dill to
represent him to obtain the transfer of the liquor license.
Disposition of proceeds are estimated as follows: Broker's
commission at 12% - $20,400; the Debtor's ("closing legal fees") -
$1,500; the Sellers Misc. costs (Lien Search postage etc.) - $100;
additional holdback by closing Attorney (Cash Sale-45 days) -
$3,500; and Landlord pre-petition arrears and attorney's fees -
$125,000. The estimated remaining proceeds is $19,500.
Estimated remaining proceeds is subject to a future motion for
allowance of fees/administrative expenses. Those funds will be
held in trust by either CrestPoint Law or by undersigned counsel in
his firm's COLTAF account. The funds are subject to further Order
of the Court, i.e., motion for allowance of attorney's
fees/administrative expenses and confirmation of the Chapter 11
plan, to be amended.
With regard to the remaining claims (i.e., Xcel Energy, Shamrock
Foods and Wells Fargo), both Shamrock Foods and Wells Fargo have
withdrawn their respective claims, and on information and belief,
the claim of Xcel Energy has been satisfied. There are no known
additional claims beyond administrative expenses.
Thw Debtor requests authority to sell the restaurant to the Buyer
free and clear of all interests, liens, and encumbrances, and to
disburse funds at closing. Time is of the essence, inasmuch as it
is unlikely the Debtor will secure another Buyer in the short time
it has to sell the restaurant (i.e., in the context of the pending
motion to dismiss filed at Docket No. 69) and that the Debtor,
likely, will not have the funds needed to pay rent due to the
Landlord for October 2022.
Contemporaneously with the Motion, the Debtor is serving notice of
the proposed sale to the Buyer under the Purchase Agreement and
upon all interested parties, in accordance with FED.R.BANKR.P.
6004(a). Given the expedited time frame requested, the Debtor also
files with the Court a request to reduce the objection notice
period from 21 days to 14 days.
A copy of the Contract is available for free at
https://tinyurl.com/6ruyaww4 from PacerMonitor.com free of charge.
Coleman Commercial Properties
Since May of 2006, Coleman Commercial Properties, Inc. has been
operating as a sports bar and grill in Aurora, Colo. The company
operates as McCarthy Sports Bar & Grill located off Smokey Hill
Road and Chambers Road. It is owned and operated by Edward
Coleman.
Coleman Commercial Properties filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No.
22-10666) on March 1, 2022, listing as much as $1 million in both
assets and liabilities. Mark David Dennis serves as the Subchapter
V trustee.
Judge Michael E. Romero oversees the case.
The Debtor tapped Berken Cloyes PC as legal counsel and Carl J.
Moser as accountant.
COLORTEK COLLISION: Wins Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Fayetteville Division, authorized Colortek Collisions and
Customs Inc. to use cash collateral on an interim basis in
accordance with the budget, with a 10% variance.
The Debtor requires the use of cash collateral to continue its
ongoing operations.
The Debtor is permitted to use cash collateral to pay post-petition
necessary and reasonable operating expenses for the month of
October 2022.
As previously reported by the Troubled Company Reporter, the Debtor
is aware of these possible lienholders of its cash collateral:
Method of
Creditor Perfection Filing Date Balance owed
-------- ---------- ----------- ------------
FC Marketplace UCC 8/9/2018 $55,037
FC Marketplace UCC 3/29/2019 $28,348
SBA (Truist
Bank) UCC 5/30/2020 $62,000
As adequate protection, the secured creditors are granted liens in
after-acquired revenue to the same extent and priority as they had
prior to the filing of the case.
A further hearing on the matter is scheduled for October 11, 2022,
at 10:30 a.m.
A copy of the order and the Debtor's October 2022 budget is
available at https://bit.ly/3yp84Sb from PacerMonitor.com.
The Debtor projects $45,000 in revenues and $39,263 in total
expenses for the month.
About Colortek Collisions and Customs Inc.
Colortek Collisions and Customs Inc. operates an autobody shop in
Lindon, North Carolina. The Debtor sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-01178)
on June 1, 2022. In the petition signed by Stephen Beasley,
president, the Debtor disclosed up to $500,000 in both assets and
liabilities.
Judge Pamela W. McAfee oversees the case.
Travis Sasser, Esq., at Sasser Law Firm is the Debtor's counsel.
CONTINENTAL COUNTRY: Has Continued Access to Sunwest Bank's Cash
----------------------------------------------------------------
Judge Eddward P. Ballinger, Jr. authorized Continental Country
Club, Inc., an Arizona non-profit corporation, to use cash
collateral to pay the ordinary, necessary, and essential
post-petition operating expenses, through December 31, 2022,
pursuant to the budget, subject to a 10% variance. The budget
provided for total cash disbursed, on a monthly basis, of:
$306,403 for October
$299,603 for November; and
$298,803 for December 2022.
Sunwest Bank agreed to the Debtor's use of the cash collateral.
A copy of the order is available for free at https://bit.ly/3SwctL0
from PacerMonitor.com.
About Continental Country Club, Inc.
Continental Country Club, Inc., an Arizona non-profit corporation,
owns and operates the Continental Country Club in Flagstaff,
Arizona, for the use and enjoyment of its homeowner members and the
broader general public. The Continental Country Club operates as
full-service country club with golf, tennis, paddleball, swimming,
fitness, clubhouse, and dining amenities for the benefit of its
members, who are primarily comprised of homeowners in the
Association's associated residential developments.
The Association was first developed by the late Charles Keating and
his affiliated development companies in the early 1970s as part of
the broader Continental development in Flagstaff, Arizona. Over the
course of the past 50 years, the Association has been operated as a
non-profit corporation supported by annual assessments paid by its
homeowner members and the business revenues generated through the
ongoing operation of the Club facilities. Under the currently
applicable Amended and Unified Declaration of Restrictions, each
member is required to pay the Association regular annual
assessments and special assessments as authorized under the CC&Rs
and approved by the members.
The Association sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 21-00956) on February 9,
2021. In the petition signed by Jon Held, designated
representative, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Eddward P. Ballinger Jr. oversees the case. Engelman Berger,
P.C. is the Debtor's counsel.
Sunwest Bank, as the lender, is represented by Alissa Brice
Castaneda, Esq. -- Alissa.Castaneda@quarles.com -- at Quarles &
Brady.
CORPORATE COLOCATION: Court OKs Deal on Cash Collateral Access
--------------------------------------------------------------
Corporate Colocation Inc. sought and obtained entry of an order
from the U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division, authorizing the Debtor to use
cash collateral in accordance with its agreement with the U.S.
Small Business Administration.
The Debtor, InMotion Hosting, Inc., and 530 6th Street, LLC have
reached a settlement in the case and have signed settlement
documents that were approved by the Court. The Settlement resolves
all pending disputes among them and the Debtor has filed and is
seeking confirmation of its Plan of Reorganization that will pay
its remaining non-insider creditors which is currently pending for
confirmation on November 16, 2022.
To allow the Debtor to continue to operate its business through the
continued hearing dates, the Parties agree that the court's prior
orders for the use of cash collateral will be extended through and
including January 10, 2023 pursuant to the budget, at which time
the court can consider a further extension if necessary.
The SBA is granted a replacement lien upon all post-petition assets
of the Debtor's estate to the extent of the Debtor's use of cash
collateral during the Budgeted Period. The replacement liens will
have the same validity, extent and priority as SBA's prepetition
interest as of the petition date.
The Court said the stipulation is approved in its entirety.
A continued hearing on the matter is set for January 10, 2023 at 10
a.m.
A copy of the stipulation is available at https://bit.ly/3LWXMOo
from PacerMonitor.com.
A copy of the order is available at https://bit.ly/3LYSqCk from
PacerMonitor.com.
About Corporate Colocation Inc.
Corporate Colocation Inc. -- https://www.corporatecolo.com/ --
operates a large server farm that provides website services to
about 25 subtenants that is located at 530 West Sixth Street, Suite
502 et seq., Los Angeles, California 90014. Corporate Colocation
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 21-12812) on April 7, 2021. In the
petition signed by Jonathan Goodman, president, the Debtor
disclosed $2,284,042 in assets and $5,041,445 in liabilities.
Judge Ernest Robles oversees the case.
Robert M. Yaspan, Esq., at Law Offices of Robert M. Yaspan is the
Debtor's counsel.
530 6th Street, LLC, as landlord, is represented by Jeffrey Lee
Costell, Esq. at Costell & Adelson Law Corporation.
DISTRICT LIFESTYLE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: District Lifestyle Wylie LLC
2535 S. Highway 78
Wylie, TX 75098
Business Description: Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)).
Chapter 11 Petition Date: September 30, 2022
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 22-41280
Debtor's Counsel: Ivan Turingan, Esq.
CURTIS LAW PC
901 Main Street Suite 6515
Dallas, TX 75202
Email: ituringan@curtislaw.net
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Ryan Cole as authorized signatory.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/DCH4FHQ/District_Lifestyle_Wylie_LLC__txebke-22-41280__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. 4X Ventures, LLC/ $4,000,000
JMM Enterprises, LLC
Attn: John Monteiro
1003 Harbor Hideaway
Frisco, TX 75036
2. Brian J. Hurst $8,600
Baker McKenzie LLP
1900 N. Pearl Street
Suite 1500
Dallas, TX 75201
3. CBE Group $3,063
1309 Technology Pkwy
Cedar Falls, IA 50613
4. Collin County Tax $72,449
Assessor-Collector
Collin County
Administration Building
2300 Bloomdale Road
Suite 2324 (Property)
McKinney, TX 75070
5. Counsel Engineers, LLC $9,000
5757 Alpha Rd, Suite 450
Dallas, TX 75240
6. Crestline Makena $7,800,000
Fund, L.P., et al
Attn: John Cochran
201 Main Street
Suite 1900
Fort Worth, TX 76102
7. D. Martinez $4,335
Surveying, Inc.
2611 S. Cooper St.
Suite 151
Arlington, TX 76015
8. Daydra Management, LLC $640,000
Attn: Joe Hathaway
801 S Hwy 78, Suite 307
Wylie, TX 75098
9. Geoscience Engineering & $36,294
Testing, Inc.
2712 Satsuma Dr.
Suite #400
Dallas, TX 75229
10. Gonzalez Concrete $1,396,438
813 Tarrant Dr.
Euless, TX 76039
11. ID Studio 4 $25,212
6201 Campus Cir Dr E
Irving, TX 75063
12. Metropro Construction Group, Inc. $3,380
1818 Breeds Hill Rd.
Garland, TX 75040
13. Monterey Development, LLC $320,000
13310 Escalara Ln
Justin, TX 76247
14. Monterey Development, LLC $320,000
13310 Escalara Ln
Justin, TX 76247
15. North Texas Trucking Inc. $10,200
1400 Maryland Dr.
Irving, TX 75061
16. Post Road Real $34,500,000
Estate Finance LLC
Attn: Jason Carney
2 Landmark Square
Suite 207
Stamford, CT 06901
17. Powerscreen Texas, Inc. $17,991
5680 State Hwy 71
La Grange, TX 78945
18. TaxCORE Lending, LLC $112,927
4849 Greenville Ave
Two Energy Tower
Suite 1620
Dallas, TX 75206
19. Texas Select Erosion $5,572
1199 E Sunset Blvd.
Celina, TX 75009
20. VoidForm Products, LLC $30,659
6151 Cowley Rd
Ft. Worth, TX 76119
DORSEY LEON HAMMOND: $250K Sale of Decatur Property to Agape Okayed
-------------------------------------------------------------------
Judge Jeffery W. Cavender of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Dorsey Leon Hammond's sale
of the real property located at 2251 Verna Drive, in Decatur,
Georgia 30034-2635, to Agape Acquisitions, LLC, for $250,000,
cash.
The Purchase Agreement and all of the terms and conditions therein,
is approved.
The Sale is free and clear of all liens, claims and encumbrances.
Upon closing of the Sale, all liens, claims, and encumbrances on
the Property will attach to the proceeds of the Sale.
The counsel for the Debtor will hold the proceeds from the Sale in
escrow pending further order of the Court.
The Debtor is authorized to take all actions necessary to close the
Sale and to comply with the Purchase Agreement. He is also
authorized to enter into the Lease pursuant to the terms of the
Residential Lease Agreement.
The 14-day stay of Rule 6004(h) is waived and the provisions of the
Order will be immediately effective and enforceable upon its entry.
Dorsey Leon Hammond sought Chapter 11 protection (Bankr. N.D. Ga.
Case No. 22-54243) on June 3, 2022. The Debtor tapped William
Rountree, Esq., as counsel.
DURAN TRANSFER: Seeks Cash Collateral Access
--------------------------------------------
Duran Transfer, Inc. and McClellan Trucking, Inc. ask the U.S.
Bankruptcy Court for the Western District of Pennsylvania for
authority to use cash collateral in accordance with the budget and
provide adequate protection.
The Debtors require the use of their accounts receivable and cash
in order to operate the business. The value of the Debtors'
accounts receivable as of the Petition date was approximately
$178,000.
Citizens Bank of Pennsylvania filed a UCC-1 Financing Statement
with the Pennsylvania Department of State on May 29, 2013 against
Duran at Financing Statement No. 2013052904095, revived on December
6, 2017 at Financing Statement No. 2017120601158. The recorded
financing statement provides public notice the Bank's all-inclusive
security interest in the Debtor's personal property, including
accounts receivable and proceeds. The balance due to Citizens Bank
of Pennsylvania on its secured claim is $24,199.
Commonwealth of Pennsylvania, Department of Revenue filed a
Judgment against McClellan in the Erie County, Pennsylvania Court
of Common Pleas on August 4, 2021 at Case No. 2021-30744. The
judgment is believed to be cross-collateralized by a tax assessment
lien against the Debtor's property, including cash collateral. The
balance due to the Commonwealth of Pennsylvania, Department of
Revenue is approximately $4,047.
Under the protection of Chapter 11, the Debtors are expected to
operate at a profit, pay their administrative expenses and generate
sufficient additional accounts receivable to provide the secured
parties described hereinabove with the indubitable equivalent value
of their claims as of the Petition date, i.e. adequate protection
by virtue of their replacement liens and monthly payments, in
consideration of the value of the Debtors' cash collateral as of
the Petition date and the amount of debt.
The budget provides for adequate protection, monthly payments to
the Respondents on an interim basis, as follows:
Citizens Bank of Pennsylvania -- $1,000
Pennsylvania Department of Revenue -- $500
In addition to the payments, the Debtors propose to provide
adequate protection payments to the Respondents by transferring
their claims and security interests to the Debtors' post-Petition
assets with the same force and effect as their claims and security
interests had attached to the Debtors' pre-Petition assets.
A copy of the motion is available at https://bit.ly/3LTIvhf from
PacerMonitor.com.
About Duran Transfer, Inc.
Duran Transfer, Inc. operate trucking companies providing services
to customers in Pennsylvania, New York, Ohio and Wisconsin. The
Debtors have been in business for over 30 years and employ 23
people.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-10431) on September
23, 2022. In the petition filed by Blaine Duran, president, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Guy C. Fustine, Esq., Knox McLaughlin Gornall & Sennett, P.C., is
the Debtor's counsel.
EASCO BOILER: Sale of Assets to Oil Co. of Brooklyn Approved
------------------------------------------------------------
Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York authorized Easco Boiler Corp.'s sale
of certain mobile boiler and trailer units and related equipment
and materials to Oil Co. of Brooklyn, Inc., pursuant to their Asset
Purchase Agreement dated Sept. 2, 2022.
The auction was held on Aug. 30, 2022.
Duel Fuel Corp., Inc. is the back-up bidder with respect to the
Sale and the Auction.
The Sale is free and clear of all Encumbrances.
The Assigned Contracts are assumed by the Debtor and assigned to
the Buyer pursuant to section 365 of the Bankruptcy Code.
The Back-Up Bidder whose final bid to acquire the Purchased Assets
was in an amount of $824,250 should become the Successful Bid
should the Buyer fail to consummate the purchase of the Purchased
Assets under the terms of the Asset Purchase Agreement.
The Purchase Price will be paid without offset, deductions or
recoupments other than as set forth in the Asset Purchase
Agreement.
With respect to motor vehicles, trailer units, or other assets
subject to registration that constitute Purchased Assets, the
Debtor and/or the Buyer if after Closing, is permitted to apply for
new or duplicate certificates of title in the event any listed
lienholder is already paid in full but not responding to the
Debtor's or the Buyer's request for a release. The registry or
department of motor vehicles or other local, state, or federal
authority will accept the Order for release of any such lien on
trailers or other motor vehicle assets with certificate of title.
With respect to the Purchased Assets with liens delineated on a UCC
search of the Debtor, the Debtor and/or the Buyer are permitted to
file UCC termination statements after Closing with respect to the
Purchased Assets, to the extent permitted by law.
The automatic stay pursuant to Section 362 is lifted with respect
to the Debtor to the extent necessary, without further order of the
Court, to (i) allow the Buyer to deliver any notice provided for in
the Asset Purchase Agreement, and (ii) allow the Buyer to take any
and all actions permitted under the Asset Purchase Agreement in
accordance with the terms and conditions thereof.
The closing of the transactions thereunder will take place at such
location as may be mutually agreed by the parties and the Closing
Date will be no later than two business days after date on which
the Order becomes final, unless the Buyer and the Debtor mutually
agree to close on an earlier day.
Notwithstanding the applicability of Bankruptcy Rules 6004(h),
6006(d), 7062, and 9014, to the extent applicable, the terms and
conditions of the Order will be immediately effective and
enforceable upon its entry.
About Easco Boiler
Founded in 1926, Easco Boiler Corp. is the oldest minority owned
and operated steel boiler and tank manufacturer in the country.
Easco Boiler and affiliate, Leggett Real Estate Holdings, LLC,
filed petitions under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 22-10881) on June 27, 2022. In their
petitions, Easco Boiler listed up to $10 million in assets and up
to $50 million in liabilities while Leggett Real Estate Holdings
listed as much as $50 million in both assets and liabilities.
Tyren Eastmond, president, signed the petitions.
Judge James L. Garrity, Jr. oversees the cases.
The Debtors tapped Riemer & Braunstein, LLP as legal counsel and
ASI Advisors, LLC as financial advisor.
EASCO BOILER: Unsecureds' Recovery to Depend on Outcome of Sale
---------------------------------------------------------------
Leggett Real Estate Holdings, LLC and Easco Boiler Corp. submitted
a Chapter 11 Plan of Liquidation and a Disclosure Statement.
Leggett was formed in September 2015 to own the real estate located
and commonly known as 1169 and 1173-1175 Leggett Avenue and
Grinnell Place, Bronx, New York, 10474 (also described as Bronx
Section 2736 Lots 82, 84, and 86) (the "Real Property"). Leggett's
only business is the management of the Real Property. Leggett
acquired the Real Property pursuant to a certain Bargain and Sale
Deed, dated December 29, 2016, from Easco Boiler Corp., as
successor by merger with A.L. Eastmond & Sons, Inc."
Easco Boiler Corp. is Leggett's only tenant. Easco is the 100%
owner of Leggett, and 1173 Real Estate Holdings, LLC ("1173 RE
Holdings'). As of the Petition Date, Easco was owned by Arlington
Leon Eastmond, Jr., who also owned 1140/530 Equity, LLC ("1140/530
Equity") and Grinnell Equity, LLC ("Grinnell Equity").
The Debtors marketed the Real Property pre-petition and
post-petition. These marketing efforts resulted in the Sale
Agreement for the sale of the Real Property for a purchase price of
$15,250,000, subject to better and higher offers.
The sale transaction pursuant to the bid procedures contemplates
payment of a break-up fee equal to 3% of the ultimate purchase
price, and expense reimbursement not to exceed $150,000, such
amounts are payable in the event that the Bankruptcy Court fails to
approve a sale to the Stalking Horse Buyer and instead approves a
sale of the Real Property to an entity that has submitted a higher
or better counteroffer and such sale is consummated.
As discussed in the Plan, the hearing on the sale and bid
procedures portion of the Sale Motion is scheduled for Sept. 27,
2022. The proposed counteroffer or bid deadline is Oct. 19, 2022
at 5:00 p.m.; the proposed auction date is Oct. 21, 2022 at 10:00
a.m. The proposed sale hearing date for approval of the Sale
Transaction is Oct. 25, 2022 (with a proposed sale objection
deadline of Oct. 24, 2022 at 4:00 p.m.). Such sale hearing may be
adjourned or combined with the hearing on confirmation of the Plan
with the consent of the successful bidder, the Debtor, and the
Lender as set forth in the Sale Agreement.
Pursuant to the Sale Motion, the Debtors request that the
Bankruptcy Court, to the extent necessary, authorize Easco, as
Leggett's sole member and managing member, to act on behalf of
Leggett in entering into the Sale Agreement or substantially
similar asset purchase agreement with the applicable purchaser. To
the extent the approval of the Sale Transaction is incorporated in
the Confirmation Order, similar relief will be appropriate in the
Confirmation Order.
Under the Plan, holders of Class 2 General Unsecured Claims, if
any, will receive, ratably, all money remaining in the Debtor's
estate, if any, until paid in full, after payment in full of (i)
all non-classified Claims of any sort as provided in Article III
herein and after payment from the Sale Transaction closing of all
sums derived from such closing by which the Net Proceeds shall have
been determined, and (ii) the Class 1 Allowed Lender Secured Claim.
If and to the extent that there are proceeds derived from Causes of
Action, if any, net of all costs and expenses related to the
recovery of the same, each holder of an Allowed Class 2 Claim, if
any, shall receive, ratably, all of such net proceeds. Class 2 is
impaired.
The funds needed to make distributions and other payments required
by the Plan shall be from (i) the proceeds related to the Sale
Transaction, and (ii) recoveries from Causes of Action, if any.
Counsel for Easco Boiler Corp. and Leggett Real Estate Holdings,
LLC:
Alan L. Braunstein, Esq.
RIEMER & BRAUNSTEIN LLP
Times Square Tower, Suite 2506
Seven Times Square
New York, NY 10036
100 Cambridge Street, 22nd Floor
Boston, MA 02114
Tel: (617) 880-3516
E-mail: abraunstein@riemerlaw.com
A copy of the Disclosure Statement dated September 21, 2022, is
available at https://bit.ly/3DNFIEp from PacerMonitor.com.
About Easco Boiler
Founded in 1926, Easco Boiler Corp. is the oldest minority owned
and operated steel boiler and tank manufacturer in the country.
Easco Boiler and affiliate, Leggett Real Estate Holdings, LLC,
filed petitions under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 22-10881) on June 27, 2022. In their
petitions, Easco Boiler listed up to $10 million in assets and up
to $50 million in liabilities while Leggett Real Estate Holdings
listed as much as $50 million in both assets and liabilities. Tyren
Eastmond, president, signed the petitions.
Judge James L. Garrity, Jr. oversees the cases.
The Debtors tapped Riemer & Braunstein, LLP as legal counsel and
ASI Advisors, LLC as financial advisor.
EL JEBOWL: Amends Unsecureds & Veritex Secured Claims Pay Details
-----------------------------------------------------------------
El Jebowl, LLC submitted a Third Amended Subchapter V Plan of
Reorganization dated September 26, 2022.
The Debtor scheduled a number of unsecured pre-petition debts. At
least one of the unsecured creditors have filed Proofs of
Claims.The Debtor scheduled non-priority unsecured Claims in the
amount of $122,285.29. The total amount of non-priority unsecured
Claims asserted against the estate is $435,934.29, including any
deficiency claims.
Class 2 consists of the Veritex Community Bank Claim. The Class 2
secured Claim is impaired by this Plan. The Class 2 secured Claim
will be treated under this Plan as follows:
* The Class 2 secured Claim will be allowed in the full amount
provided for under the governing loan documents and which allowed
secured Claim totals $325,394.09 through September 23, 2022.
* The Class 2 Claim will bear interest at the rate of: (i)
5.5% per annum commencing on the Effective Date of the Plan.
* The Class 2 Claim shall be paid in equal monthly
installments amortized over 9 years.
* The Class 2 claimant has agreed that upon confirmation of
the Plan the Class 2 claimant will be prohibited and enjoined from
pursing any and all actions, claims, liens or other remedies
against Craig Spivey arising under or related to the Unconditional
Guarantee executed by Craig Spivey in favor of the Class 2 claimant
unless and until there is a default by the Debtor under the Plan.
In return, Craig Spivey hereby agrees that any state or federal
statute of limitation which could be asserted to bar any action by
Veritex Community Bank taken to enforce the Unconditional
Guarantee, Note, or other Loan Documents shall be tolled for the
period from the Effective Date of the Plan to the later of (i) one
year following the date of any default by the Debtor under the
Plan; or (ii) one year following the expiration of the applicable
limitations period.
Class 5 consists of the unsecured creditors of the Debtor who hold
Allowed Claims. Class 5 shall receive payment of their Allowed
Claims as set forth:
* Holders of Class 5 Allowed Claims shall share on a Pro Rata
basis monies deposited into the Unsecured Creditor Account. Upon
the first fully month following the Effective Date of the Plan and
every month until Administrative Claims are paid in full and then
for the remainder of the Term of the Plan, the Debtor shall deposit
into the Unsecured Creditor Account the Unsecured Creditor Payment.
At the end of each calendar quarter, the balance of the Unsecured
Creditor Account will be distributed to the holders of Allowed
Administrative Claims on a Pro Rata basis until such time as all
holders of Allowed Administrative Claims have been paid in full,
and then will be distributed to Class 5 general unsecured creditors
that hold Allowed Claims on a Pro Rata basis until the earlier of
(a) five years or (b) Class 5 general unsecured creditors are paid
in full.
* To the extent that insider Craig Spivey and/or his spouse
(together, the Spiveys) have made a loan to the Debtor or has any
other obligation owed to them from the Debtor, the Claim of the
Spiveys shall be subordinated to the Allowed Claims of Class 5
creditors other than the Spiveys. The Debtor and the Spiveys can
negotiate the treatment of the Spiveys' Claim after satisfaction of
the obligations to Class 5 creditors holding allowed claims as set
forth in this Plan.
The Debtor shall be empowered to take such action as may be
necessary to perform its obligations under this Plan.
A full-text copy of the Third Amended Subchapter V Plan dated
September 26, 2022, is available at https://bit.ly/3SrvZrP from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Aaron A. Garber, Esq.
Wadsworth Garber Warner Conrardy, PC
2580 West Main Street, Suite 200
Littleton, CO 80120
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: agarber@wgwc-law.com
-and-
Kevin S. Neiman, Esq.
Law Offices of Kevin S. Neiman, PC
999 18th Street, Suite 1230 S
Denver, CO 80202
Telephone: (303) 996-8637
Facsimile: (877) 611-6839
Email: kevin@ksnpc.com
About El Jebowl LLC
El Jebowl, LLC, filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
22-10004) on Jan. 2, 2022, listing up to $100,000 in assets and up
to $500,000 in liabilities. Judge Thomas B. McNamara oversees the
case.
The Law Offices of Kevin S. Neiman, PC and Wadsworth Garber Warner
Conrardy, PC serve as the Debtor's bankruptcy counsels. Sumrall &
Bondy, PC is tapped to provide professional tax and accounting
services.
Judge Thomas B. McNamara oversees the case.
Veritex Community Bank, as lender, is represented by Markus
Williams Young & Hunsicker LLC.
ELECTRIC LAST: Trustee Sets Bid Procedures for $55M All Assets Sale
-------------------------------------------------------------------
David W. Carickhoff, the Chapter 7 trustee of the bankruptcy
estates of Electric Last Mile Solutions, Inc., and affiliates,
files with the U.S. Bankruptcy Court for the District of Delaware
an amended request for approval of proposed bidding procedures in
connection with the sale of substantially all of the Debtors'
assets to Mullen Automotive Inc., subject to overbid.
The aggregate consideration for the sale and transfer of the
Acquired Assets is: (a) Cash in the amount of $55 million; (b) Cure
Amounts; and (c) assumption or payoff of the Land Contract, subject
to adjustment, free and clear of liens, interests, claims, pledges
and encumbrances.
On Sept. 9, 2022, the Trustee filed his original motion to approve
bid procedures and certain related relief. Since filing the
Original Bid Procedures Motion, the Trustee and his professionals
have worked diligently in a continued effort to sign up a stalking
horse bidder for the Assets. Those efforts have been successful
and the Trustee has been able to procure a stalking horse bid with
total consideration of almost $100 million. This represents a
tremendous benefit to the Debtors' Estates and creditors.
The filing of the amended Motion does not represent a seismic
shift, but a slight pivot from the relief requested in the Original
Bid Procedures Motion. In particular, the Trustee is now seeking
approval of a modest break-up fee of 3% of the cash consideration
and is amending the bid procedures to move from a sealed bid
process to an auction process. The material terms of the proposed
bid procedures relief otherwise remain largely the same. The
timeframes have not shifted and, if anything, competing bidders
will now have additional time to submit bids under the amended bid
procedures now that there is no longer a preliminary sealed bid
deadline, but an auction instead (under the amended bid procedures,
bids would now be due on October 3rd as opposed to September 30th,
as set forth in the Original Bid Procedures Motion).
The salient terms of the Stalking Horse APA are:
a. Assets to Be Sold: All Assets of the Debtors
b. Purchase Price: The aggregate consideration for the sale
and transfer of the Acquired Assets is: (a) Cash in the amount of
$55 million; (b) Cure Amounts; and (c) assumption or payoff of the
Land Contract. The Purchase Price may be subject to adjustment as
expressly set forth in the Stalking Horse APA. For the avoidance
of doubt, the Cure Amounts will be paid in addition to and will not
act to offset any portion of the Cash Purchase Price.
c. Deposit: $5.5 million
d. Assumed Contracts: The Stalking Horse Bidder agrees to
assume obligations arising from and after the Closing Date under
the contracts and leases designated by the Stalking Horse Bidder
for assumption and assignment and approved by the Bankruptcy Court
for assumption by the Trustee and assignment to the Stalking Horse
Bidder.
e. Breakup Fee: $1.65 million
f. Closing Date: will take place within 30 days after entry of
the Sale Order
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 3, 2022, at 5:00 p.m. (ET)
b. Initial Bid: Consideration of approximately $93.65 million,
consisting of (a) cash in the amount of $56,650,000 ($55 million,
plus the Break-Up Fee of $1.65 million) and (b) payoff to the
Estates of the Land Contract balance (approximately $37 million) or
assumption of the Land Contract on the same terms set forth in in
the Stalking Horse APA; plus (b) payment to the Estates of all Cure
Amounts.
c. Deposit: 10% of the proposed purchase price
d. Auction: If at least one Qualified Bid other than the
Stalking Horse Bid is received by the Bid Deadline, the Trustee
will hold an auction shortly after the Bid Deadline (Oct. 7, 2022
at 10:00 a.m. (ET)).
e. Bid Increments: $1 million
f. Sale Hearing: Oct. 12, 2022 at 2:00 p.m. (ET).
g. Sale Objection Deadline: Oct. 5, 2022 at 4:00 p.m. (ET).
h. "As-Is, Where Is": Any sale of the Assets will be on an "as
is, where is" basis and without representations of any kind, nature
or description.
Within two business days following the entry of the Bidding
Procedures Order or as soon as reasonably practicable thereafter,
the Trustee will serve a Sale Notice, the Bidding Procedures Order
and the Bidding Procedures upon the Sale Notice Parties.
As part of the Sale, the Trustee seeks authority to transfer,
assume and assign the Assumed Contracts. With respect to any
Assumed Contract, no later than 30 days after the Closing Date, the
Trustee will file with the Court and serve on each party to an
Assumed Contract a Cure Notice identifying each Assumed Contract.
The Cure/Assumption Objection Deadline is 4:00 p.m. (ET) 14 days
after the filing and service of any Cure Notice.
To preserve and maximize the value of the Acquired Assets, and to
avoid ongoing administrative expenses, the Trustee seeks to close
the Sale by the end of October, if possible. Accordingly, waiver
of any applicable stays afforded by the Bankruptcy Rules is
appropriate under the facts and circumstances of these cases.
Given the significant benefits, the Trustee submits that the relief
requested by the Amended Motion is in the best interest of the
Estates, creditors and other parties in interest and should be
granted.
A copy of the Stalking Horse APA is available for free at
https://tinyurl.com/3wtdw9r4 from PacerMonitor.com free of charge.
About Electric Last Mile Solutions
Electric Last Mile Solutions, Inc. (Nasdaq: ELMS) has been focused
on defining a new era in which commercial vehicles run clean as
connected and customized solutions that make businesses more
efficient and profitable. ELMS' first vehicle, the Urban Delivery,
was anticipated to be the first Class 1 commercial electric
vehicle
in the U.S. market. On the Web: http://www.electriclastmile.com/
Troy, Michigan-based Electric Last Mile Solutions, Inc., wholly
owns Electric Last Mile, Inc., the operating subsidiary.
Electric Last Mile Solutions and Electric Last Mile Inc. filed for
Chapter 7 bankruptcy (Bankr. D. Del. Case No. 22-10537 and
22-10538) on June 14, 2022.
Electric Last Mile Inc. estimated $50 million to $100 million in
assets and liabilities as of the bankruptcy filing. Electric Last
Mile Solutions estimated less than $50,000 in assets and debt.
The Debtors' counsel:
Kara Hammond Coyle
Young Conaway Stargatt & Taylor LLP
Tel: (302) 571-6600
E-mail: bankfilings@ycst.com
EMPIRE PRIME: Unsecured Creditors Will Get 100% in 36 Months
------------------------------------------------------------
Empire Prime Capital Investments Inc. filed with the U.S.
Bankruptcy Court for the Northern District of Texas a Plan of
Reorganization under Subchapter V dated September 26, 2022.
The Debtor owns and collects rent from four properties located in
Dallas, Arlington and Garland, Texas. The Debtor's rental revenue
has declined during the COVID-19 pandemic, which led to the
Debtor's inability to fully service its debt and ultimately the
filing of this case.
According to the Debtor's Schedules filed in this Case, the
Debtor's liabilities (excluding Administrative Expense Claims)
totaled $918,468.30 as of the Petition Date. The Texas Comptroller
of Public Accounts filed an Unsecured Claim of $100.00. Additional
Unsecured Claims may be held by Secured Claimants with insufficient
Collateral to cover the full amount of their Claims.
Under this Plan, all Secured Creditors and Unsecured Creditors will
receive payment of 100% of their Allowed Claims. Therefore,
pursuant to the above liquidation analysis all Creditors will
receive at least as much under this Plan as they would in a Chapter
7 liquidation.
Class 1 consists of the Allowed Secured Claims of Tarrant County.
This Claim shall be paid in full in equal monthly installments of
principal with interest thereon at the rate of 12% per annum.
Payments will commence on the first day of the first month
following the Effective Date and continue until the expiration of
60 months from the Petition Date. Interest shall begin to accrue on
the Petition Date. This Claim is Impaired, and the holder of this
Claim is entitled to vote to accept or reject the Plan.
Class 2 consists of the Allowed Secured Claims of Garland ISD. This
Claim shall be paid in full in equal monthly installments of
principal with interest thereon at the rate of 12% per annum.
Payments will commence on the first day of the first month
following the Effective Date and continue until the expiration of
60 months from the Petition Date. Interest shall begin to accrue on
the Petition Date. This Claim is Impaired, and the holder of this
Claim is entitled to vote to accept or reject the Plan.
Class 3 consists of the Allowed Secured Claims of City of Garland.
This Claim shall be paid in full in equal monthly installments of
principal with interest thereon at the rate of 12% per annum.
Payments will commence on the first day of the first month
following the Effective Date and continue until the expiration of
60 months from the Petition Date. Interest shall begin to accrue on
the Petition Date. This Claim is Impaired, and the holder of this
Claim is entitled to vote to accept or reject the Plan.
Class 4 consists of Allowed Secured Claims of Dallas County. This
Claim shall be paid in full in equal monthly installments of
principal with interest thereon at the rate of 12% per annum.
Payments will commence on the first day of the first month
following the Effective Date and continue until the expiration of
60 months from the Petition Date. Interest shall begin to accrue on
the Petition Date. This Claim is Impaired, and the holder of this
Claim is entitled to vote to accept or reject the Plan.
Class 5 consists of Allowed Secured Claims of Silver Hill Funding.
This Claim will be paid in full in 60 equal monthly installments of
principal and interest at the rate of 5.5% per annum. Payments will
commence on the first day of the first month following the
Effective Date and continue on the first day of each month
thereafter until paid in full. This Claim is Impaired, and the
holder of this Claim is entitled to vote to accept or reject the
Plan.
Class 6 consists of Allowed Secured Claims of T Bank, N.A. This
Claim will be paid in full in 60 equal monthly installments of
principal and interest at the rate of 5.5% per annum. Payments will
commence on the first day of the first month following the
Effective Date and continue on the first day of each month
thereafter until paid in full. This Claim is Impaired, and the
holder of this Claim is entitled to vote to accept or reject the
Plan.
Class 7 consists of Allowed Secured Claims of Prime Consulting,
LLC. This Claim will be paid in full in 60 equal monthly
installments of principal and interest at the rate of 5.5% per
annum. Payments will commence on the first day of the first month
following the Effective Date and continue on the first day of each
month thereafter until paid in full. This Claim is Impaired, and
the holder of this Claim is entitled to vote to accept or reject
the Plan.
Class 8 consists of Allowed General Unsecured Claims: Class 8
Claimants shall be paid 100% of their Claims over 36 months from
the Effective Date, without interest. These Claims will be paid in
equal monthly installments of principal and interest commencing on
the first day of the first month following the Effective Date and
continuing on the first day of each month thereafter. These Claims
are Impaired, and the holders of these Claims are entitled to vote
to accept or reject the Plan.
Class 9 consists of Equity Interests. Class 9 Equity Interests
shall be retained.
The Debtor intends to make all payments required under the Plan
from available cash and income from the business operations of the
Debtor.
A full-text copy of the Plan of Reorganization dated September 26,
2022, is available at https://bit.ly/3RH2elX from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About Empire Prime Capital Investments
Empire Prime Capital Investments Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No.
22-31121) on June 27, 2022. In the petition filed by Juan D.
Favela, president, the Debtor estimated assets of $1 million to $10
million and liabilities less than $1 million.
Judge Michelle V. Larson oversees the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC serves
as the Debtor's counsel.
ENVEN ENERGY: S&P Places 'B-' ICR on CreditWatch Positive
---------------------------------------------------------
S&P Global Ratings placed the 'B-' issuer credit rating on
U.S.–based oil and gas exploration and production (E&P) company
Talos Energy Inc. on CreditWatch with positive implications.
S&P placed all its ratings on U.S. offshore peer EnVen Energy
Corp., including its 'B-' issuer credit and 'B+' issue-level
ratings, on CreditWatch with positive implications, the same as
Talos, reflecting the likelihood of a one-notch upgrade following
the close of the transaction, which S&P expects to take place
around year-end 2022.
Talos Energy announced it will acquire EnVen through a cash and
stock transaction valued at $1.1 billion including the assumption
of debt.
The combined entity will be more than three times the size of EnVen
stand-alone based on proved reserves and production, and will
remain focused offshore in the Gulf of Mexico.
The CreditWatch placement reflects the likelihood that S&P will
raise its ratings on EnVen Energy by one notch after the close of
its transaction with Talos, given the combined company's improved
scale and supportive financial measures.
The acquisition includes cash and stock compensation and the
assumption of EnVen Energy debt. Talos will pay $212.5 million of
cash, issue 43.8 million new shares, and assume EnVen Energy's
net-debt (estimated to be around $50 million at year-end 2022) with
the transaction valuing EnVen Energy at $1.1 billion. Talos
shareholders will own approximately 66% of the combined entity,
with EnVen Energy equity holders the remaining 34%. Each company's
board of directors has approved the transaction, which remains
subject to regulatory and shareholder approvals.
The CreditWatch positive placement reflects the likelihood that S&P
will raise the ratings on EnVen by one notch when the deal closes,
expected around year-end 2022, assuming the transaction is
completed as proposed and there are no material changes to the
expected long term capital structure or financial policy
assumptions.
ESCALON MEDICAL: Posts $18K Net Income in FY Ended June 30
----------------------------------------------------------
Escalon Medical Corp. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting net income of
$18,081 on $10.70 million of net revenues for the year ended June
30, 2022, compared to a net loss of $52,023 on $10.47 million of
net revenues for the year ended June 30, 2021.
As of June 30, 2022, the Company had $5.17 million in total assets,
$3.69 million in total liabilities, and $1.48 million in total
shareholders' equity.
Marlton, New Jersey-based Friedman LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
Sept. 28, 2022, citing that the Company's significant accumulated
deficit and recurring losses from operations and negative cash
flows from operating activities in the current year and prior years
raise substantial doubt about the Company's ability to continue as
a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/862668/000086266822000023/esmc-20220630.htm
About Escalon
Headquartered in Wayne, Pennsylvania, Escalon Medical Corp.
operates in the healthcare market, specializing in the
development,
manufacture, marketing and distribution of medical devices for
ophthalmic applications.
EVANGELICAL HOMES: Fitch Affirms 'BB' IDR, Outlook Negative
-----------------------------------------------------------
Fitch Ratings has affirmed at 'BB' approximately $33 million of
series 2013 revenue bonds issued by the Michigan Strategic Fund and
the Economic Development Corporation of the City of Saline, MI on
behalf of the Evangelical Homes of Michigan Obligated Group (EHM
OG, dba EHM Senior Solutions). Fitch has also affirmed EHM OG's
Issuer Default Rating (IDR) at 'BB'.
The Rating Outlook remains Negative.
SECURITY
The bonds are secured by a pledge of unrestricted receivables of
the Obligated Group, a mortgage on the revenue-generating property
and structures on the three campuses, and two separate debt service
reserve funds.
ANALYTICAL CONCLUSION
The 'BB' rating reflects EHM's weakened operating performance
beginning in 2019 related to the write down of aged accounts
receivable, then continuing, although somewhat improving from 2020
through 2022 (unaudited) due to pandemic-related challenges
including occupancy and labor challenges. EHM's business profile
attributes are midrange with historically strong occupancy that has
been impacted by the pandemic and which Fitch expects will continue
to rebound over the next year.
The Negative Outlook reflects ongoing operating pressure as EHM
works to restore occupancy levels and contain costs.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'
Occupancy Levels Rebounding
EHM operates in a favorable market area around Saline, MI and the
broader Washtenaw County, but has had challenges with occupancy
which began with the pandemic. Occupancy levels are steadily
returning with momentum driven by the easing of pandemic-related
restrictions and boosted by a more robust marketing strategy.
Independent living (IL) has experienced steadily increasing
occupancy with a census of 56 and two moves ins scheduled,
translating to an occupancy level of 77% compared to a 2022 average
of just 60%. Assisted living (AL) occupancy has been maintained
near or above 90%, with overall census currently ahead of budget.
Occupancy in EHM's skilled nursing facility (SNF) and memory care
is around 76% and has been constrained by staffing shortages.
Management has focused on reducing vacancies with updated wages and
bonus structure. Fitch expects continued steady ramp up of
occupancy at all levels based on current momentum, the renewed
marketing program, and a satisfactory waitlist.
EHM operates the only full-service rental life plan community (LPC)
in Washtenaw County, and competition stems primarily from two
standalone IL unit (ILU)/ALU facilities and three SNFs. The
competitive landscape has remained generally unchanged over the
last several years.
Demographic indicators in Washtenaw County, which includes Ann
Arbor, are favorable with above average population growth and
income levels. The real estate market in the county is strong,
although, as a rental community EHM is somewhat insulated from real
estate trends.
Operating Risk: 'bb'
Operating Improvement Slow to Materialize
EHM operates a SNF, a rehabilitation center, and a rental contract
retirement community. EHM also offers life care contracts through
its LifeChoices program for community residents who live in their
own homes, providing individual with home-based services as needed.
Existing life care contracts approximate just under 3% of net
revenues.
EMH's operating assessment of 'bb' reflects thin historical
operating performance. Operating cost flexibility is weak with an
average operating ratio of 103.7%, and net operating margin (NOM)
and NOM adjusted of about 1% over the last five years. Fiscal 2019
was a particularly challenging year with an operating ratio of just
under 110% and negative 5.0% NOM and NOM adjusted, primarily
related to a $7 million write-off for receivables greater than 365
days. Since 2019, operating metrics have improved but have been
somewhat inconsistent due to pandemic-related disruption and relief
funding. EHM had an operating ratio of 103% and NOM of 2%, in
fiscal 2021 when including $4.0 million in PPP loans and an
operating ratio of 104.7% and NOM of 1.1% in fiscal 2022
(unaudited).
A maximum annual debt service (MADS) coverage covenant breach in
fiscal 2019 and 2020 (management calculation of 0.4x in fiscal 2019
0.8x in 2020 compared to 1.2x minimum MADS coverage) and
negotiations for a permanent resolution with bondholders resulted
in delayed audited financial statements but, EHM has since released
its audited financial statements for fiscal years 2019 through 2021
with unqualified opinions from the auditor. In fiscal 2021 coverage
was 1.73x when including the PPP loan and in 2022 was 1.26x, both
based on management calculations as per the bond documents on a
rolling 12-month basis.
Capex have been relatively light averaging under 70% of
depreciation since 2019. The average age of plant has increased to
about 15 years as of fiscal 2020, indicating additional spending
may be needed in the longer term.
High levels of Medicaid at the SNF that are a significant
contributor to operating revenues is an asymmetric risk related to
the operating risk assessment. EHM's skilled nursing revenues in
fiscal 2021 account for a high 67% of total resident service
revenues and Medicaid accounts for about 50% of SNF revenues,
exposing EHM to changes in governmental payor reimbursement.
EHM's capital-related metrics are mixed with MADS as a percentage
of revenue that is manageable at 7.8% in fiscal 2022. However,
constrained cash flow has weakened EHM's ability to comfortably
service debt. Debt-to-net available measured a high 20x in fiscal
2020 and 20.7x in 2021. All debt is fixed rate. EHM has an
underfunded defined benefit (DB) Church pension plan. The funded
status is low at 20% at FYE 2021 and the absolute value of the
underfunded status (about $8.5 million at FYE 2021) constrains
financial flexibility.
Financial Profile: 'bb'
High Debt Load
EHM carries a high debt load with about $36.7 million in debt and a
pension obligation of about $6.3 million (capped at 80%). Fitch
expects leverage metrics to remain weak, but stable, with
cash-to-adjusted debt of around 30%. No new debt is planned. EHMs
liquidity profile has rebounded but still presents an asymmetric
risk with days cash on hand of about 100 days in fiscal 2022
(unaudited and calculated by management).
Fitch believes that EHM financial flexibility is sufficient at the
current rating level to absorb any continued pandemic-related
pressure as EHM returns to more stable operating and financial
profiles that are consistent with the 'BB' ratings. EHM's key
leverage metrics steadily improve as occupancy rebounds, remaining
consistent with the 'bb' financial profile assessment through
Fitch's stress case scenario that assumes a portfolio and revenue
stress followed by recovery.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Unrestricted cash and investments deteriorate to where capital-
related metrics and cash to adjusted debt no longer supports
the current rating;
- EMH fails to meet covenant requirements.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Sustained operating improvement with operating ratio at around
100% and NOM at or above 3%;
- Significant improvement in leverage position with cash to
adjusted debt sustained at 40% or higher.
CREDIT PROFILE
EHM operates a SNF, a rehabilitation center (the Redies Center),
and a rental contract retirement community (Brecon Village), all in
Saline, MI. Additional operations include home care and home
support, senior housing, hospice care and memory support services
in southeastern Michigan.
EHM Senior Solutions (the consolidated system of which EHM OG is
the primary member) also includes non-obligated entities, namely
LifeChoice Solutions, providing at home life care. EHM's total
operating revenue measured about $32.4 million in unaudited fiscal
2022 (April 30 YE).
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Debt Rating Prior
---- ------ -----
Evangelical Homes
of Michigan (MI) LT IDR BB Affirmed BB
Evangelical Homes
of Michigan (MI) /
General Revenues/1LT LT BB Affirmed BB
EXPRESSJET AIRLINES: Seeks to Hire Moore Colson as Accountant
-------------------------------------------------------------
ExpressJet Airlines LLC seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Moore, Colson & Company,
P.C., as its financial advisor and accountant.
The firm will render these services:
a. assist with coordinating and preparing the Debtor's
petition, first day motions, schedules of assets and liabilities
and the statement of financial affairs;
b. assist with complying with the Court's monthly financial
and operational reporting;
c. advise on SOP-7 related matters;
d. assist with the creation and vetting of projections and
feasibility analyses;
e. assist with analyzing potential assumption or rejection of
executory contracts;
f. assist with analyses relating to labor contract
negotiations;
g. assist with analyzing, reconciling and administering
claims;
h. assist with the development of a chapter 11 plan and
provide analysis and recommendations regarding plan negotiations;
and
i. provide other services that may be agreed upon as necessary
during the pendency of this case.
Moore Colson currently holds an advance payment balance of
$100,000.
Moore Colson will be paid based on a blended hourly rate not to
exceed $400 per hour. The firm's professionals charge hourly rates
ranging from $125 to $615 per hour.
As disclosed in the court filings, Moore Colson is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code, and as required by section 328(c) of the Bankruptcy Code; and
does not hold or represent an interest materially adverse to the
interests of the Debtor or its estate.
The firm can be reached through:
Christopher Tierney, CTP, CFE
Moore, Colson & Company, P.C.
600 Galleria Pkwy SE, Suite 600
Atlanta, GA 30339
Phone: (770) 989-0028
Email: ctierney@moorecolson.com
About ExpressJet Airlines
ExpressJet Airlines -- https://expressjet.com -- is a regional US
airline headquartered in College Park, Georgia.
ExpressJet Airlines LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10787) on
August23, 2022. In the petition filed by John Greenlee, as
president, the Debtor reported assets and liabilities between $10
million and $50 million.
Morris, Nichols, Arsht & Tunnell LLC is the Debtor's counsel.
Eversheds Sutherland (US) LLP is the Debtor's special corporate &
transactional counsel. Epiq Corporate Restructuring LLC is the
claims agent.
EXPRESSJET AIRLINES: Seeks to Hire Morris Nichols as Legal Counsel
------------------------------------------------------------------
ExpressJet Airlines LLC seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Morris, Nichols, Arsht
& Tunnell LLP as its bankruptcy counsel.
The firm will render these services:
a. perform all necessary services as the Debtors' bankruptcy
counsel, including, without limitation, providing the Debtors with
advice, representing the Debtors, and preparing necessary documents
on behalf of the Debtors in the areas of restructuring and
bankruptcy;
b. take all necessary actions to protect and preserve the
Debtors' estates during these chapter 11 cases, including the
prosecution of actions by the Debtors, the defense of any actions
commenced against the Debtors, negotiations concerning litigation
in which the Debtors are involved and objecting to claims filed
against the estates;
c. prepare or coordinate preparation on behalf of the Debtors,
as debtors in possession, necessary motions, applications, answers,
orders, reports and papers in connection with the administration of
these chapter 11 cases;
d. counsel the Debtors with regard to their rights and
obligations as debtors in possession;
e. coordinate with the Debtors' other professionals in
representing the Debtors in connection with these cases; and
f. perform all other necessary legal services.
Morris Nichols's currently hourly rates are:
Eric D. Schwartz $1,150
Matthew B. Harvey $995
Paige N. Topper $650
Jonathan M. Weyand $525
Sophie Rogers Churchill $485
Legal assistants $345
Paralegals $360
Morris Nichols currently holds a balance of $300,000 as an advance
payment for services to be rendered and expenses to be incurred in
connection with its representation of the Debtors.
Eric Schwartz, Esq., a partner at Morris, disclosed in court
filings that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Eric D. Schwartz, Esq.
Morris, Nichols, Arsht & Tunnell LLP
1201 North Market Street, 16th Floor
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: eschwartz@mnat.com
About ExpressJet Airlines
ExpressJet Airlines -- https://expressjet.com -- is a regional US
airline headquartered in College Park, Georgia.
ExpressJet Airlines LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10787) on August
23, 2022. In the petition filed by John Greenlee, as president, the
Debtor reported assets and liabilities between $10 million and $50
million.
Morris, Nichols, Arsht & Tunnell LLC is the Debtor's counsel.
Eversheds Sutherland (US) LLP is the Debtor's special corporate &
transactional counsel. Epiq Corporate Restructuring LLC is the
claims agent.
F-12 ENTERTAINMENT: Seeks to Hire Steve Hoffman as Special Counsel
------------------------------------------------------------------
F-12 Entertainment Group Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire the Law Office
of Steve Hoffman as its special counsel.
The firm will represent the Debtor in certain California litigation
matters. As of the Petition Date, these matters include: (a) an
action filed by Tarah Leigh Patrick a/k/a Carmen Electra and Sandra
Valencia in the Superior Court of the State of California, County
of San Diego, Case No. 37-2021-0014320-CU-NP-CTL for alleged
misappropriation of publicity, and negligent hiring, supervision
and retention of employees, which remains pending; and (b) a
judgment filed in favor of Timed Out, LLC in the Superior Court of
the State of California, San Diego, Case No.
37-2016-00037494-CU-MC-CTL.
The principal attorney anticipated to work on this matter is Steve
Hoffman, Esq., whose rate for this matter is $375 per hour. Mr.
Hoffman will also seek reimbursement of its expenses, which
generally involve passing through all properly reimbursable
expenses to the client at cost.
Mr. Hoffman assured the court that the firm and its attorneys do
not hold or represent any interest adverse to Debtor's estate with
respect to the specified matters on which it is to be employed.
The firm can be reached through:
Steve Hoffman, Esq.
Law Office of Steve Hoffman
1320 Columbia St #200
San Diego, CA 92101
Phone: +1 619-677-3015
Email: Steven@stevenhoffmanlaw.com
About F-12 Entertainment Group
F-12 Entertainment Group Inc., operates the Cheetahs Gentlemen's
Club, a non-alcohol strip club operating out of leased space
located at 8105 Clairemont Mesa Boulevard, San Diego, California
92111.
F-12 Entertainment Group Inc., doing business as Cheetahs
Gentlemen's Club, sought protection under Chapter 11 Subchapter V
of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13215) on
Sept. 8, 2022. In the petition filed by Richard Buonantony, as
president, the Debtor reported assets between $50,000 and $100,000
and estimated liabilities between $1 million and $10 million.
Larson & Zirzow, LLC, led by Matthw C. Zirzow, is the Debtor's
general bankruptcy counsel. Steve Hoffman is the special counsel,
and William Ceravolo, EA, is the accountant.
Jeanette McPherson was appointed as the Subchapter V trustee.
F-12 ENTERTAINMENT: Taps Larson & Zirzow as Reorganization Counsel
------------------------------------------------------------------
F-12 Entertainment Group Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire Larson &
Zirzow, LLC as its general reorganization counsel.
The firm will render these legal services:
(a) prepare legal papers;
(b) take all necessary or appropriate actions in connection
with a plan of reorganization and the administration of the
Debtor's estate;
(c) take all necessary actions to protect and preserve the
Debtor's estate; and
(d) perform all other necessary legal services in connection
with the prosecution of the Chapter 11 case.
Prior to the petition date, the firm received a total sum of
$35,000 from the Debtor for prepetition services.
The hourly rates of the firm's counsel and staff are as follows:
Matthew C. Zirzow, Attorney $600
Patricia Huelsman, Paralegal $220
In addition, the firm will seek reimbursement for expenses
incurred.
Matthew Zirzow, Esq., an attorney at Larson & Zirzow, 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:
Matthew C. Zirzow, Esq.
Zachariah Larson, Esq.
Larson & Zirzow, LLC
850 E. Bonneville Ave.
Las Vegas, NE 89101
Telephone: (702) 382-1170
Facsimile: (702) 382-1169
Email: mzirzow@lzlawnv.com
zlarson@lzlawnv.com
About F-12 Entertainment Group
F-12 Entertainment Group Inc., operates the Cheetahs Gentlemen's
Club, a non-alcohol strip club operating out of leased space
located at 8105 Clairemont Mesa Boulevard, San Diego, California
92111.
F-12 Entertainment Group Inc., doing business as Cheetahs
Gentlemen's Club, sought protection under Chapter 11 Subchapter V
of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13215) on
Sept. 8, 2022. In the petition filed by Richard Buonantony, as
president, the Debtor reported assets between $50,000 and $100,000
and estimated liabilities between $1 million and $10 million.
Larson & Zirzow, LLC, led by Matthw C. Zirzow, is the Debtor's
general bankruptcy counsel. Steve Hoffman is the special counsel,
and William Ceravolo, EA, is the accountant.
Jeanette McPherson was appointed as the Subchapter V trustee.
F-12 ENTERTAINMENT: Taps William Ceravolo, EA as Accountant
-----------------------------------------------------------
F-12 Entertainment Group Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire William
Ceravolo, Enrolled Agent, as its accountant.
Ceravolo will assist with a variety of accounting and financial
reporting tasks, including assisting in the preparation of monthly
operating reports; general bookkeeping and/or reviewing general
ledger activity; performing account reconciliations and account
analysis; recommending correcting journal entries; and tax return
and compliance work.
The Debtor proposes to pay Ceravolo a "flat fee" of $1,000 per
month.
As disclosed in the court filings, Ceravolo is a "disinterested
person" pursuant to sections 327(a) and 101(14) of the Bankruptcy
Code.
The firm can be reached through:
William Ceravolo, EA
931 Grand Ave
San Diego, CA, 92109
Phone: (858) 274-9093
Email: williamceravolo@yahoo.com
About F-12 Entertainment Group
F-12 Entertainment Group Inc., operates the Cheetahs Gentlemen's
Club, a non-alcohol strip club operating out of leased space
located at 8105 Clairemont Mesa Boulevard, San Diego, California
92111.
F-12 Entertainment Group Inc., doing business as Cheetahs
Gentlemen's Club, sought protection under Chapter 11 Subchapter V
of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13215) on
Sept. 8, 2022. In the petition filed by Richard Buonantony, as
president, the Debtor reported assets between $50,000 and $100,000
and estimated liabilities between $1 million and $10 million.
Larson & Zirzow, LLC, led by Matthw C. Zirzow, is the Debtor's
general bankruptcy counsel. Steve Hoffman is the special counsel,
and William Ceravolo, EA, is the accountant.
Jeanette McPherson was appointed as the Subchapter V trustee.
FIRST TO THE FINISH: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The U.S. Trustee for Region 11 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of First to the Finish Real Estate, LLC.
About First to the Finish Real Estate
First to the Finish Real Estate, LLC filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ill. Case No. 22-30513) on Aug. 19, 2022, with up to $10 million in
both assets and liabilities. Michael Viano, member and manager,
signed the petition.
Judge Laura K. Grandy presides over the case.
Michael J. Benson, Esq., at A Bankruptcy Law Firm, LLC represents
the Debtor as counsel.
FLOORIT FINANCIAL: Case Summary & Eight Unsecured Creditors
-----------------------------------------------------------
Debtor: Floorit Financial, Inc.
1543 Villa Rica Drive
Henderson, NV 89052
Chapter 11 Petition Date: September 30, 2022
Court: United States Bankruptcy Court
District of Nevada
Case No.: 22-13516
Judge: Hon. Mike K. Nakagawa
Debtor's Counsel: Damon K. Dias, Esq.
DIAS LAW GROUP, LTD.
725 S. 8th Street
Suite 100
Las Vegas, NV 89101-7093
Tel: 702-380-3011
Fax: 702-366-1592
Email: ddias@diaslawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Preston D. Smart as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/K37EVPA/FLOORIT_FINANCIAL_INC__nvbke-22-13516__0001.0.pdf?mcid=tGE4TAMA
FORTRESS TRANSPORTATION: S&P Affirms 'B' ICR, Alters Outlook to Pos
-------------------------------------------------------------------
S&P Global Ratings revised its rating outlook to positive from
stable and affirmed the 'B' issuer credit rating on Fortress
Transportation and Infrastructure Investors LLC (FTAI).
S&P also affirmed its 'B' issue-level rating on the company's
senior unsecured notes. The recovery rating remains '3'.
The positive outlook reflects S&P's expectation that FTAI's
profitability metrics and cash flow generation will continue to
improve after the spinoff, supported by continued growth in air
travel demand, despite a slowing global economy.
S&P said, "We expect FTAI's operating performance and credit
metrics to benefit from the spinoff of the infrastructure segment.
In August 2022, FTAI completed the previously proposed spinoff of
its infrastructure segment. Subsequently, the company used $730.3
million of dividend proceeds received from the spun-off entity,
FTAI Infrastructure Inc. (B-/Stable/--), to repay some of its
outstanding debt. Over the last few years, weak operating
contribution from this segment and significant capital spending
toward expanding the various infrastructure projects have weighed
heavily on FTAI's profitability and credit metrics. Therefore, we
expect these metrics to benefit from the spinoff over the next few
years. Specifically, we forecast EBIT interest coverage to improve
to the low-1x area in 2022 (compared with less than 1x in 2021),
and to the mid-1x area in 2023. We expect the ratio of funds from
operations (FFO) to debt to improve to the high-single-digit
percent area in 2022 (compared to about 1% in 2021) and further to
the low-teens percent area in 2023. We forecast debt to capital to
remain above 90% through 2023 (compared with about 78% in 2021).
Our forecasted debt-to-capital ratio is weaker than historical
levels because the spinoff resulted in most of the combined
company's equity being attributed to the infrastructure segments.
We note that credit metrics in 2021 are not directly comparable to
the forecasted metrics since it also includes the infrastructure
operations and associated debt, while 2022 metrics are presented
pro forma for the spinoff.
"We expect FTAI's operating performance over the next two years to
be influenced by the opposing trends of continued recovery in
travel from the COVID-19 pandemic, and weaker macroeconomic
conditions.The COVID-19 pandemic led to airline bankruptcies and
repossessions, lease restructurings, and deferrals, which in turn
had an impact on FTAI's bottom line. However, demand for domestic
leisure traffic has recovered strongly over the past few quarters,
and, as a result, demand and lease rates for narrow-body aircraft
and engines--which FTAI's fleet predominantly comprises--have been
recovering faster than for wide-bodies, which are used mostly on
international routes. Additionally, supply chain disruptions, labor
constraints, and other factors have resulted in significant delays
in the production and delivery of new aircraft and engines. We
expect this to translate into higher demand for FTAI's fleet,
particularly engines, as airline customers seek to overcome these
delays by leasing older aircraft for a longer period and the engine
shortage continues.
"On the other hand, the ongoing recovery in air travel demand (both
domestic and international) could stall amid weakening global
macroeconomic conditions and consumer demand into 2023. We expect
global GDP to grow by 3.1% in 2022 and 2.4% in 2023.
"We continue to view FTAI's aviation leasing operations as somewhat
vulnerable to demand volatility given the relatively old age of its
fleet and shorter lease terms than other rated aircraft leasing
peers. FTAI's aviation fleet is much older than that of other rated
aircraft lessors (we estimate average aircraft age is in the mid-
to high-teens compared with the typical four to eight years).
FTAI's aircraft fleet has a weighted average remaining lease term
of 41 months (as of June 2022), lower than the industry average of
60 to 84 months, while the engines on lease have a remaining term
of 14 months, more in line with industry standards. These
characteristics leave FTAI somewhat vulnerable to re-leasing risks
and lower fleet utilization in periods of lower demand; for
instance, the company's engine fleet utilization was only 42% in
the second quarter of 2020 (compared to the 60%-80% utilization
recorded in 2018-2019, and 59% as of June 2022). The older age of
its fleet also raises the potential for cash flow volatility in a
high-fuel-price environment as airlines could then focus on newer,
more cost-efficient aircraft and engines.
"The positive outlook reflects our expectation that FTAI's
profitability metrics and cash flow generation will continue to
improve after the spinoff of the infrastructure segment, supported
by continued growth in air travel demand, despite a slowing global
economy. We forecast EBIT interest coverage to improve to the
low-1x area in 2022 (compared with below 1x in 2021) and to the
mid-1x area in 2023. We expect FFO to debt to improve to the
high-single-digit percent area in 2022 (compared to about 1% in
2021) and further to the low-teens percent area in 2023. We
forecast debt to capital to remain above 90% through 2023 (compared
with about 78% in 2021).
"We could revise our outlook on FTAI to stable over the next year
if we expect the company's EBIT interest coverage to remain below
1.3x or its FFO to debt to remain below 9%. This could occur if the
company's revenue and cash flow underperformed our expectations
because of lower demand amid weaker macroeconomic conditions, or if
the company increases its debt levels significantly above our
expectations.
"We could raise our ratings on FTAI over the next year if the
company's EBIT interest coverage remains above 1.3x while its FFO
to debt improves to above 9% on a sustained basis." This could
happen if
-- The company's operating performance continues to improve as air
travel demand recovers, despite macroeconomic weakness, and/or
-- The company repays debt significantly beyond S&P's current
expectations.
ESG credit indicators: E-3; S-2; G-2
GABHALTAIS TEAGHLAIGH: $450K Sale of Torrington Property Approved
-----------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Gabhaltais Teaghlaigh, LLC's
private sale of the real property located at 85 Pulaski Street, in
Torrington, Connecticut, to Braham Berg of OV 147 Market LLC, or
its nominee for $450,000.
The Sale is free and clear of all liens and other monetary
interests.
From the proceeds of the sale of the Property to the Buyer, the
Debtor's closing attorney is hereby authorized to pay: (i) all
ordinary and usual closing costs customarily paid by a seller of
real property in Connecticut, including registry fees, deed stamps,
title fees and insurance; (ii) the real estate broker's commission
to the Broker in accordance with the terms of the Application To
Employ Broker and the closing attorney's fee in accordance with the
Application to Employ her; and (iii) the mortgage to Sachem Capital
Corp. consistent with the payoff amount set forth in the Sale
Motion and as represented by the Debtor's counsel at the Hearing.
The balance of the proceeds after payments of the distributions
described will be held in escrow by the counsel to the Debtor
pending further order of the Court upon the motion of the Debtor to
make additional distributions.
Remaining liens on the Property, if any, will attach to or affect
the proceeds of the sale.
Notwithstanding the provisions of Fed. R. Bankr. P. 6004(h), the
Order will be effective as of the date of its entry.
About Gabhaltais Teaghlaigh
Gabhaltais Teaghlaigh, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-10839) on
June 15, 2022. In the petition filed by Virginia Hung, as member,
Gabaltais Teaghlaigh LLC listed under $50,000 in both assets and
liabilities.
The case is assigned to Judge Christopher J. Panos.
David G. Baker, Esq., at Baker Law Offices is the Debtor's
counsel.
GENOCEA BIOSCIENCES: Claims Bar Date Set for Oct. 31, 2022
----------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts set Oct. 31, 2022, 4:30 p.m., as the
deadline for filing of proofs of claim against the estate of
Genocea Biosciences Inc.
A proof of claim will not be deemed filed until it is actually
received and time stamped by the Clerk of the Bankruptcy Court at
the Clerk's Office, U.S. Bankruptcy Court for the District of
Massachusetts, 5 Post Office Square, Suite 1150, Boston,
Massachusetts 02109.
No proof of claim will be required with respect to any claim listed
as liquidated, undisputed and not contingent in the Debtor's
Schedules of Liabilities filed with the Court on Aug. 2, 2022.
The Bar Date will not apply to the following claims:
(i) any claim allowed by order of the Court entered on or
prior to the Bar Date;
(ii) any claim arising against the Debtor after the July 5,
2022;
(iii) any claim arising from the rejection of an unexpired
lease or executory contract, in which case the holder of the claim
will file a proof of claim by the later of (a) the Bar Date, and
(b)30 days after the entry of an order authorizing the rejection of
the unexpired lease or executory contract;
(iv) any Claim newly listed as contingent, unliquidated or
disputed in any amendment to the Debtors' Schedules, in which case
the holder of the Claim will file a proof of Claim by the later of
(a) the Bar Date, and (b) 30 days following the filing of the
amended Schedules; and
(v) any holder of an equity interest.
Any claim against the Debtor for which a proof of claim is
required, but is not timely filed under the terms of the Order,
will be forever disallowed and barred as a claim against the debtor
whether for purposes of voting, sharing in any distribution, or in
any other way participating as a party in interest in this
proceeding.
The Debtor will serve a copy of the Order upon all creditors listed
in the Schedules, and all parties who filed or entered their
appearance in the case, within two business days after the entry of
the Order. Its service will constitute effective notice of the Bar
Date. The Debtor will promptly file a certificate of service with
the Court.
About Genocea Biosciences
Genocea Biosciences, Inc., is a biopharmaceutical company
dedicated
to discovering and developing novel cancer immunotherapies using
its proprietary ATLASTM platform. The ATLAS platform can profile
each patient's CD4+ and CD8+ T cell immune responses to every
potential target or "antigen" identified by next-generation
sequencing of that patient's tumor.
Genocea Biosciences sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 22-10938) on July 5,
2022. In the petition signed by William Clark, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Andrew G. Lizotte, Esq., at Murphy and King, Professional Corp. is
the Debtor's counsel.
The Debtor tapped Ropes and Gray LLP as special corporate counsel,
Rock Creek Advisors, LLC as financial advisor, and Omni Agent
Solutions as notice, claims, and balloting agent and
administrative
advisor.
GETSWIFT INC: Seeks to Hire WD Numeric Corporate as Accountant
--------------------------------------------------------------
GetSwift, Inc. and GetSwift Technologies Limited seeks approval
from the U.S. Bankruptcy Court for the Southern District of New
York to hire WD Numeric Corporate Services as its accountant.
WD will render the following professional services:
a. Bookkeeping, Accounting, and CFO services, including the
following:
i. Corporate accounting, including the preparation of
quarterly unaudited and yearly audited financial statements for
public reporting purposes for the NEO Exchange, meeting IFRS
accounting standards and TSX reporting requirements;
ii. Reconcile bank and credit card accounts;
iii. Close monitoring of accounts payables;
iv. Cash Forecasting; and
v. Miscellaneous tasks relating to any of the foregoing.
The firm will be paid at these hourly rates:
Accounting Coordinator $100 USD
Accountant $150 USD
Accounting Manager $218.75 USD
Chief Financial Officer $250 USD
Michael Willetts, fractional CFO in WD Numeric, assured that WD
does not hold, or represent any interest adverse to the Debtors or
their estate in connection with the Chapter 11 Cases.
The firm can be reached through:
Michael Willetts
WD Numeric Corporate Services
372 Bay Street, Suite 200
Toronto, ON M5H2W9
Canada
Telephone: +1-226-979-3196
Email: mwilletts@getswift.co
About GetSwift, Inc.
GetSwift is a provider of last mile Software as a service (SaaS)
logistics technology.
GetSwift, Inc. and GetSwift Technologies Limited filed their
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 22-11057) on August 2, 2022.
The petitions were signed by Joel MacDonald as presdent and
secretary. At the time of filing, the Debtors estimated $1 million
to $10 million in both assets and liabilities.
Judge Michael E. Wiles presides over the case.
Janice B. Grubin, Esq. at BARCLAY DAMON LLP represents the Debtor
as counsel.
GIGA-TRONICS INC: Hikes Authorized Common Shares to 100 Million
---------------------------------------------------------------
Giga-Tronics Incorporated filed a Certificate of Amendment to the
Articles of Incorporation with the California Secretary of State to
increase the number of shares the Company is authorized to issue to
101,000,000 shares by increasing the number of authorized shares of
common stock from 13,333,333 shares to 100,000,000 shares. The
Amendment became effective upon filing.
About Giga-tronics Inc.
Headquartered in Dublin, California, Giga-Tronics Inc. is a
publicly held company, traded on the OTCQB Capital Market under
the symbol "GIGA". Giga-tronics -- http://www.gigatronics.com--
produces RADAR filters and Microwave Integrated Components for use
in military defense applications as well as sophisticated RADAR and
Electronic Warfare (RADAR/EW) test products primarily used in
electronic warfare test & emulation applications.
Giga-Tronics reported a net loss of $2.72 million for the year
ended March 26, 2022, compared to a net loss of $393,000 for the
year ended March 27, 2021. As of March 26, 2022, the Company had
$8.06 million in total assets, $4.33 million in total liabilities,
and $3.73 million in total shareholders' equity.
San Ramon, California-based Armanino LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated June 24, 2022, citing that the Company's significant
recurring losses and accumulated deficit raise substantial doubt
about its ability to continue as a going concern.
GWG HOLDINGS: Exclusivity Period Extended to Oct. 15
----------------------------------------------------
GWG Holdings, Inc. and its subsidiaries obtained a court order
extending their exclusive right to file a Chapter 11 plan and
solicit acceptances from creditors to Oct. 15 and Dec. 14,
respectively.
The ruling by the U.S. Bankruptcy Court for the Southern District
of Texas allows the companies to pursue their own plan for emerging
from Chapter 11 protection without the threat of a rival plan from
creditors.
The court's previous order approving the $65 million loan that
would help the companies get through bankruptcy contains an Oct. 15
milestone that requires the companies to file a Chapter 11 plan or
documents evidencing a financing or other transaction that provides
for payment in full of the loan.
The way in which the companies satisfy that milestone will be a
material part of any plan, and the requested extension will allow
the companies one month after that milestone to negotiate and
finalize terms of a Chapter 11 plan while also accommodating an
extension of the milestone beyond Oct., according to the companies'
attorney, Kristhy Peguero, Esq., at Jackson Walker, LLP.
About GWG Holdings Inc.
Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH)
conducts its life insurance secondary market business through a
wholly-owned subsidiary, GWG Life, LLC, and GWG Life's wholly-owned
subsidiaries.
GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy
protection (Bankr. S.D. Texas Lead Case No. 22-90032) on April 20,
2022. In the petition filed by Murray Holland, president and chief
executive officer, GWG Holdings estimated assets between $1 billion
and $10 billion and estimated liabilities between $1 billion and
$10 billion.
The cases have been assigned to Judge Marvin Isgur.
The Debtors tapped Mayer Brown, LLP and Jackson Walker, LLP as
bankruptcy counsels; Tran Singh, LLP as special conflicts counsel;
FTI Consulting, Inc. as financial advisor; and PJT Partners, LP as
investment banker. Donlin Recano & Company is the Debtors' notice
and claims agent.
National Founders LP, a debtor-in-possession (DIP) lender, is
represented by Michael Fishel, Esq., Matthew A. Clemente, Esq., and
William E. Curtin, Esq., at Sidley Austin, LLP.
HAMMERTOWN LLC: Continued Operations to Fund Plan
-------------------------------------------------
Hammertown LLC filed with the U.S. Bankruptcy Court for the
Northern District of Texas a Plan of Reorganization dated September
26, 2022.
Hammertown LLC ("GFS") started operations in July 2021. Hammertown
manages and operates an interior design and construction business.
Hammertown purchased the assets and liabilities of another design
and construction company, and elected to file a chapter 11
reorganization as a the best means to resolve those outstanding
debts of the other entity.
Debtor's Plan of Reorganization provides for the continued
operations of the Debtor to make payments to its creditors as set
forth in this Plan. Debtor seeks to confirm a consensual plan or
reorganization so that all payments to creditors required under the
Plan will be made directly by the Debtor to its creditors.
Class 3-1 Fifth Third Bank has a secured claim in the amount of
$36,765.00 on all Schedule B assets of the Debtor. Debtor will pay
the secured claim amount of $36,765.00 at 5.25% interest per annum
in monthly installments and the claim will be paid in full in 60
equal monthly payments. The payments will be $698.02 per month with
the first monthly payment being due and payable on the 15th day of
the first full calendar month following the effective date of the
plan.
Class 4 consists of Unsecured and Disputed Unsecured Claims:
* PayPal Credit. This claim is unimpaired. Debtor currently
owes $1,550.00 to this creditor and shall pay 100% of this debt on
the effective date of the plan.
* Regional Finance. This claim is impaired. Debtor listed this
debt as disputed in its schedules as it does not believe any amount
is still owed to this creditor. However, Debtor shall pay a
one-time settlement payment to this creditor in the amount of
$1,000.00 on the effective date of the plan. The payment of this
amount shall forever resolve this debt and release Debtor from any
further payment obligations that may exist to this Creditor.
Further, by making this payment under this plan, Debtor does not
waive any rights and remedies that may be available to it as it
relates to the nature of this debt.
* Cary Hooper and Melanie Vettimattam. This claim is impaired.
Debtor listed this debt as disputed in its schedules as it does not
believe any amount is still owed to this creditor. However, Debtor
shall pay a one-time settlement payment to this creditor in the
amount of $1,000.00 on the effective date of the plan. The payment
of this amount shall forever resolve this debt and release Debtor
from any further payment obligations that may exist to this
Creditor. Further, by making this payment under this plan, Debtor
does not waive any rights and remedies that may be available to it
as it relates to the nature of this debt.
Class 5 Equity Interest Holders are not impaired under the Plan.
The current owner will receive no payments under the Plan; however,
they will be allowed to retain their ownership in the Debtor. Class
5 Claimants are not impaired under the Plan.
Debtor anticipates the continued operations of the business to fund
the Plan.
The Debtor owes approximately $25,000.00 in administrative claims.
Claims to the administrative creditors must be paid prior to the
unsecured creditors receiving any payment. The amount owed to the
unsecured creditors is approximately $1,550.00. The Debtor's assets
include funds in the bank, office equipment, inventory, and
accounts receivable. Unsecured creditors are receiving at least
100% of their claim if not more under the terms of the Plan.
A full-text copy of the Plan of Reorganization dated September 26,
2022, is available at https://bit.ly/3y1b8TZ from PacerMonitor.com
at no charge.
Debtor's Counsel:
Robert C. Lane, Esq.
The Lane Law Firm PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Tel.: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
About HammerTown LLC
HammerTown, LLC operates an interior design business. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Texas Case No. 22-41429) on June 28, 2022, disclosing
up to $500,000 in both assets and liabilities.
Judge Mark X. Mullin oversees the case
Robert C. Lane, Esq., at The Lane Law Firm is the Debtor's counsel.
HAN JOE RO: Gets Approval to Hire CBRE Inc. as Appraiser
--------------------------------------------------------
Han Joe Ro, LLC received approval from the U.S. Bankruptcy Court
for the Western District of Washington to employ CBRE, Inc. and
Alan M. Jutte as its appraiser.
The Debtor owns and operates two adjacent hotel properties in
Tumwater, Washington. The Debtor believes it is in the best
interests of all stakeholders to engage an appraiser to appraise
the value of the hotels.
The Debtor seeks to pay $8,250 to CBRE in exchange for its
services. If testimony is required at a later date, the hourly fee
for such testimony will be $500.
Mr. Jutte, vice president at CBRE, assured the court that his firm
is a "disinterested person" as that term is defined in section
101(14), as modified by section 1107(b), and as required under
section 327(a) of the Bankruptcy Code.
The firm can be reached through:
Alan M. Jutte
CBRE, Inc.
1420 5th Avenue, Suite 1700
Seattle, WA, 98101
Phone: 206-292-1600
Email: Alan.Jutte@cbre.com
About Han Joe Ro, LLC
Han Joe Ro, LLC is owned and operated by Cham Joe Ro and her
husband, In Kook Ro. Han Joe Ro operates two adjacent properties
which share one parking lot. Until recently, both properties were
operated as hotel franchises.
The OYO Hotel Tumwater, located at 1600 74th Avenue SW, Tumwater,
WA 98501, is a 59-room limited service hotel constructed in 1999
and situated on a 1.81 acre site. Beginning in September 2020, the
OYO Hotel contracted with Thurston County for temporary use of the
entire facility as a COVID-19 recovery center. That contract
terminated on February 28, 2022, and the property has resumed its
normal operations as the OYO Hotel.
Formerly the Comfort Inn Conference Center Tumwater, the adjacent
premises located at 1620 74th Avenue SW, Tumwater, WA 98501 is a
58-room hotel property with conference facilities constructed in
2001 and situated on a 2.14 acre lot. The franchise agreement with
Choice Hotels was terminated at the end of February 2022. On March
1, 2022, the Leased Hotel entered into a lease with the State of
Washington, Department of Health, which initially ran through the
end of 2022 but was amended to run through April 30, 2027, and may
be renegotiated for an additional five years.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40597) on May 12,
2022. In the petition signed by Eric Camm, chief restructuring
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Richard B. Keeton, Esq., at Bush Kornfeld LLP is the Debtor's
counsel.
HAVEN CAMPUS: Exclusivity Period Extended to Nov. 14
----------------------------------------------------
Haven Campus Communities - Starkville, LLC received court approval
to remain in control of its bankruptcy until Nov. 14.
The ruling by Judge Selene Maddox of the U.S. Bankruptcy Court for
the Northern District of Mississippi allows the company to pursue
its own Chapter 11 plan without the threat of a rival plan from
creditors.
Haven Campus' attorney, David Bury, Jr., Esq., at McCraney
Montagnet Quin Noble, PLLC, said the company needs additional time
to prepare and propose a plan if one is determined to be
warranted.
"Now that the sale has closed and Origin Bank, along with various
other creditors involved in the sale, has been paid, [Haven Campus]
is in a position to close this case," the attorney said. "However,
[Haven Campus] is still considering the most efficient and
appropriate manner of closing the case to seek approval of from the
court and whether filing a plan is warranted."
About Haven Campus Communities-Starkville
Atlanta, Ga.-based Haven Campus Communities Starkville, LLC
operates a student housing complex in Starkville at Mississippi
State University known as "Haven 12."
Haven Campus sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Miss. Case No. 21-00844) on May 11,
2021, with up to $50 million in both assets and liabilities. Judge
Katharine M. Samson oversees the case.
Stone & Baxter, LLP and McCraney Montagnet Quin & Noble, PLLC serve
as the Debtor's lead bankruptcy counsel and local counsel,
respectively.
HIE HOLDINGS: U.S. Trustee Dissolves Creditors' Committee
---------------------------------------------------------
Tiffany Carroll, Acting U.S. Trustee for Region 15, disclosed in a
filing with the U.S. Bankruptcy Court for the District of Hawaii
that the official committee of unsecured creditors appointed in HIE
Holdings Inc.'s Chapter 11 case has been dissolved.
About HIE Holdings Inc.
HIE Holdings Inc. is the parent entity of Royal Hawaiian Water Co.,
Ltd., and Hawaiian Isles Kona Coffee Company, Ltd. HIE Holdings
is, in turn, owned by Michael Boulware, Julie Boulware and the
Glenn Boulware Trust.
Royal Hawaiian, doing business as Hawaiian Isles Water Company,
operates a water bottling facility in Halawa, Oahu, while Hawaiian
Isles Kona Coffee, doing business as Hawaii Coffee Roasters,
roasts, packages and distributes coffee.
Royal Hawaiian sought for Chapter 11 bankruptcy protection (Bankr.
D. Hawaii Case No. 22-00524) on July 30, 2022; HIE Holdings (Bankr.
D. Hawaii Case No. 22-00534) on Aug. 3, 2022; and Hawaiian Isles
Kona Coffee (Case No. 22-00546) on Aug. 5, 2022. The cases are
jointly administered under Case No. 22-00534.
At the time of the filing, each of the Debtors reported assets
between $1 million and $10 million and liabilities between $1
million and $10 million.
Judge Robert J. Faris oversees the cases.
Chuck C. Choi, Esq., at Choi & Ito is the Debtors' legal counsel.
HJ DYNAMIC: Can Tap $600,000 from AAVIN DIP Loan
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
HJ Dynamic Holdings, LLC, TS Dynamic Holdings, LLC, Dynamic
Restaurant Acquisition, Inc. d/b/a Happy Joe's Pizza, and TS
Dynamic Acquisition, Inc. to use cash collateral on a final basis
and obtain postpetition financing.
The Debtor is permitted to obtain postpetition financing in an
amount not to exceed $600,000 pursuant to the terms and conditions
of the Term Sheet for Proposed Secured Superpriority Debtor in
Possession Loan Facility by and among the Debtors, as borrowers,
and AAVIN Mezzanine Fund, LP and AAVIN Equity Partners II, LLP as
lenders.
All principal, together with all accrued and unpaid interest, is
due on the earliest of (i) six months after the Petition Date,
assuming the Final Order has been entered as provided therein; (ii)
the date that an Event of Default occurs and has not been cured (if
any cure period is provided); or (iii) the effective date of a plan
of reorganization or liquidation in the Chapter 11 Cases.
As previously reported by the Troubled Company Reporter; the
Debtors' prepetition capital structure primarily consists of:
i. secured loans from Fortress;
ii. secured loans from AAVIN; and
iii. unsecured obligations.
Each of the Debtors and non-debtors Dynamic Restaurant Holdings,
LLC, Dynamic Restaurant Franchising, Inc., and Happy Joe's
Franchising, Inc. as borrowers, and Fortress, as lender, entered
into a Credit Agreement, dated as of October 24, 2017, pursuant to
which Fortress made a term loan to the Fortress Borrowers in the
principal amount of $1,500,000 and a revolving credit loan in the
amount of $500,000. The term loan was evidenced by a Term Loan
Note, dated October 24, 2017. The revolving loan was evidenced by a
Revolving Credit Note, dated October 24, 2017.
The Debtors and non-debtors DRH, DRF and HJF, as borrowers, and
AAVIN as lender, are parties to a Senior Subordinated Loan and
Investment Agreement, also dated as of October 24, 2017, pursuant
to which AAVIN Mezz made a loan to the AAVIN Borrowers in the
principal amount of $1,848,600 and AAVIN Equity made a loan in the
principal amount of $751,400. The loans were evidenced by Senior
Subordinated Notes, each dated October 24, 2017. The parties
subsequently entered into several amendments to the AAVIN Loan and
Investment Agreement, with the most recent amendment dated August
23, 2022, through which, inter alia, additional amounts were loaned
to the AAVIN Borrowers and certain other terms were modified,
including the addition of non-debtor PFRF as an AAVIN Borrower.
AAVIN, as subordinated lenders, and Fortress, as senior lender, are
parties to a Subordination Agreement pursuant to which the AAVIN
Borrowers' obligations to AAVIN are subordinated to the obligations
owed to Fortress Bank, with certain limited exceptions. The
Subordination Agreement also expressly provides that the security
interests of AAVIN are subordinate to the security interests of
Fortress.
As adequate protection, the Prepetition Secured Lenders are granted
continuing valid, binding, enforceable, unavoidable and fully
perfected post-petition replacement liens on and security interests
in, subject to the Carve-Out and the DIP Liens, the DIP Collateral
in their respective priority as exists under the Prepetition Credit
Documents and superpriority administrative expense claims under
sections 503 and 507 of the Bankruptcy Code against the Debtors'
estates to the extent that the Adequate Protection Replacement
Liens do not adequately protect against the diminution in value of
the Prepetition Collateral.
The Adequate Protection Liens will be valid and enforceable against
the Debtors, their estates.
As further adequate protection against any Diminution in Value of
the interests of the Prepetition Secured Parties in the Prepetition
Collateral, the Prepetition Secured Parties are granted allowed
superpriority administrative expense claims in these Bankruptcy
Cases or any Successor Bankruptcy Cases in the amount of the
Adequate Protection Obligations, which will be payable from and
have recourse to all Postpetition Collateral and all proceeds of
Postpetition Collateral.
The Prepetition Liens, the DIP Liens, the DIP Lender Superpriority
Claims, the Adequate Protection Liens and the Adequate Protection
Superpriority Claims, and any other only lien or claim granted in
the Final Order are subject to the following expenses incurred: (i)
all fees required to be paid to the Clerk of the Court and to the
U.S. Trustee under section 1930(a) of title 28 of the United States
Code plus interest at the statutory rate; (ii) all reasonable fees
and expenses incurred by a trustee under section 1183 of the
Bankruptcy Code; (iii) solely upon conversion of these Bankruptcy
Cases to Bankruptcy Cases under chapter 7, all reasonable fees and
expenses up to $10,000 incurred by a trustee under section 726(b)
of the Bankruptcy Code; (iv) to the extent included in the Budget
and allowed at any time, whether by interim order, procedural
order, or otherwise, the payment of all unpaid fees, costs,
disbursements and expenses incurred or earned by persons or firms
retained by the Debtors pursuant to sections 327, 328, or 363 of
the Bankruptcy Code at any time before or on the first business day
following delivery by DIP Lenders of a Carve Out Notice, whether
allowed by the Court prior to, on or after delivery of a Carve Out
Notice; and (v) Allowed Professional Fees of Professional Persons
in an aggregate amount not to exceed $15,000 incurred after the
first business day following delivery by DIP Lenders of the Carve
Out Notice to the Carve Out Notice Parties.
These events constitute an "Event of Default":
(a) Any "Event of Default" as that term is defined in the DIP
Loan Documents;
(b) The Maturity Date under the DIP Loan Documents; or
(c) Any material violation, breach, or default by the Debtors
with respect to any of their obligations under the Interim Order or
any other DIP Loan Document, as modified by the Interim Order, will
constitute a "DIP Termination Event" thereunder unless waived in
writing by the DIP Lenders.
A copy of the order is available at https://bit.ly/3ChgiOu from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/3Ro3SJ1 from
PacerMonitor.com.
The budget provides for total disbursements, on a weekly basis, as
follows:
$50,543 for the week ending October 2, 2022;
$142,383 for the week ending October 9, 2022;
$223,310 for the week ending October 16, 2022;
$82,291 for the week ending October 23, 2022; and
$175,901 for the week ending October 30, 2022.
About HJ Dynamic Holdings, LLC
HJ Dynamic Holdings, LLC, TS Dynamic Holdings, LLC, Dynamic
Restaurant Acquisition, Inc. d/b/a Happy Joe's Pizza, and TS
Dynamic Acquisition, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10837) on
September 2, 2022. In the petition signed by Thomas A. Sacco,
president and CEO, the Debtor disclosed up to $1 million in assets
and up to $10 million in liabilities.
Judge J. Kate Stickles oversees the case.
Mark Minuti, Esq., at Saul Ewing Arnstein & Lehr, LLP is the
Debtor's counsel.
AAVIN Mezzanine Fund, LP and AAVIN Equity Partners II, LLP, as DIP
Lenders, are represented by Reinhart Boerner Van Deuren s.c and
Ashby & Geddes, P.A.
IAZ LAND: Creditors to Get Proceeds From Liquidation
----------------------------------------------------
IAZ Land, LLC, file with the U.S. Bankruptcy Court for the Eastern
District of Michigan a Plan of Liquidation dated September 26,
2022.
Prior to the Petition Date, the Debtor entered into a land contract
with Barrick Properties #40, LLC ("Barrick Properties") for the
purchase of a gas station and car wash located at 6500 and 6530
Gratiot Avenue, Detroit (collectively, the "Real Property").
Also prior to the Petition Date, the Debtor and H&M1, Inc. (the
"Tenant") entered into a month-to-month rental agreement for the
Real Property. Pursuant to the rental agreement, the Tenant was
obligated to pay the Debtor $3,800.00 per month. The Tenant failed
to make the agreed-upon monthly payments to the Debtor. The Debtor
also entered into a purchase agreement with H&M1 Land, LLC (the
"Land Company") to sell the Real Property; however, the Land
Company failed to comply with the terms of the purchase agreement.
Instead, the Tenant and Land Company engaged in litigation in
various courts against the Debtor, Barrick Properties, and Barrick
Enterprises, Inc. ("BEI"). All such litigation against the Debtor
was stayed upon the filing of the Case on the Petition Date. During
the pendency of the Case, the Debtor filed a Motion for Immediate
Turnover of Real and Personal Property as property of the Estate
and for Willful Violation of the Automatic Stay (the "Motion for
Turnover").
Pursuant to the Turnover Order, the Debtor will engage in a sale of
the Real Property and the Debtor's other assets pursuant to 11
U.S.C. § 363. The sale will facilitate an orderly liquidation of
the Debtor's assets and distributions to creditors holding Allowed
Claims. The Debtor believes its efforts will maximize recovery to
all constituents. The Debtor intends to file the Sale Motion and
seek the entry of the Sale Order to effectuate the implementation
of this Plan.
Class II consists of Allowed Secured Claim of BEI. The Debtor (or
Liquidating Debtor as the case may be) shall pay BEI's Allowed
Secured Claim in the amount that is due and owing as of the Closing
Date, in full from the Sale Proceeds on the Distribution Date,
unless BEI and the Debtor agree to alternative treatment of BEI's
Allowed Secured Claim.
Class III consists of the Allowed Secured Claim of Barrick
Properties. The Debtor (or Liquidating Debtor as the case may be)
shall pay Barrick Properties' Allowed Secured Claim in the amount
that is due and owing as of the Closing Date, in full from the Sale
Proceeds on the Distribution Date, unless Barrick Properties and
the Debtor agree to alternative treatment of Barrick Properties'
Allowed Secured Claim.
Class IV consists of all Unsecured Claims. Neither pre-confirmation
interest nor post confirmation interest on Allowed Class IV Claims
will be paid. Holders of Allowed Unsecured Claims in this class
shall receive their pro rata distribution incident to their Allowed
general unsecured claim on the Distribution Date. This distribution
will only be made if funds are remaining after payment of Class I,
class II and Class III. This Class is Impaired.
Class V consists of the Interests of the equity security holders in
the Debtor. Mr. Wassef Zahr is the sole Interest Holder of the
Debtor. The Interest Holder in the Debtor shall receive any
distribution under the Plan after the satisfaction of Allowed Class
IV Claims on the Distribution Date.
On the Effective Date, all of the Debtor's rights, titles, and
interests in and to all Assets shall revest in the Liquidating
Debtor to be operated and distributed by the Liquidating Debtor
pursuant to the provisions of this Plan. All of the liquid tangible
Assets of the Debtor and Liquidating Debtor will be held in the
Stevenson & Bullock, P.L.C. IOLTA Account, unless otherwise agreed
between the Liquidating Debtor and the Liquidating Debtor, and will
include, inter alia, the sale proceeds, any receivables, and any
cash equivalents not otherwise sold pursuant to the Sale Order, and
any recoveries from Avoidance Actions.
The Liquidating Debtor shall have full responsibility for
maintaining and preserving all of the Assets and any other assets
or interests of the Debtor and Liquidating Debtor until all
disbursements are made in accordance with the provisions of the
Plan. Upon entry of the Confirmation Order, Stevenson & Bullock,
P.L.C. shall be authorized to make such distributions pursuant to
this Plan. Mr. Wassef Zahr shall be the responsible person for the
Liquidating Debtor.
A full-text copy of the Liquidating Plan dated September 26, 2022,
is available at https://bit.ly/3EbzqP8 from PacerMonitor.com at no
charge.
Counsel for Debtor:
Ernest M. Hassan, III, Esq.
Elliot G. Crowder, Esq.
Stevenson & Bullock, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Phone: (248) 354-7906
Facsimile: (248) 354-7907
Email: ehassan@sbplclaw.com
Email: ecrowder@sbplclaw.com
About IAZ Land
IAZ Land, LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
22-45083) on June 28, 2022, listing up to $500,000 in assets and up
to $1 million in liabilities. Charles M. Mouranie has been
appointed as Subchapter V trustee.
Ernest M. Hassan, III, Esq., at Stevenson & Bullock, P.L.C. is the
Debtor's counsel.
IBIO INC: Reports Preliminary Fiscal Year 2022 Financial Results
----------------------------------------------------------------
iBio, Inc. announced preliminary unaudited financial results for
the fiscal year ended June 30, 2022, and provides a corporate
update.
"We have continued to take important steps toward achieving our
strategic objective of becoming a leading biotechnology company
with a focus on developing innovative immunotherapies," said Tom
Isett, Chairman & CEO of iBio. "Chief among these was the RubrYc
asset acquisition, which provides us with a differentiated,
AI-powered drug discovery platform and four promising new
candidates to go along with our lead asset, IBIO-101, an IL-2
sparing anti-CD25 antibody. With an expanded portfolio and
increasing technical, regulatory, and market challenges for
COVID-19 vaccine development, we have decided not to proceed with
an IND submission for IBIO-202, our multi-variant COVID-19 vaccine
candidate. We also continue to review options to extend our cash
runway."
Recent Business Developments:
BIOPHARMACEUTICALS
Therapeutics
* iBio acquired substantially all the assets of its partner,
RubrYc Therapeutics, Inc. The transaction included RubrYc's
artificial intelligence-driven Discovery Engine; its proprietary
humanized antibody library; all rights, with no future milestone
payment or royalty obligations, to the two immuno-oncology assets
previously licensed in the partnership; and four new immunotherapy
candidates.
* The AI Discovery Engine is unique as it is the only
proprietary machine-learning platform of its kind to combine
computational biology and 3D-modeling of epitopes for the
identification and engineering of large-molecule drug candidates
based upon subdominant, as well as conformational, epitopes that
have proven hard to target using traditional 'trial-and-error'
screening methods.
* As part of the RubrYc transaction, the Company now
wholly-owns, with no further financial commitments, its lead
immune-oncology asset, IBIO-101; an IL-2 sparing anti-CD25 antibody
aimed at depleting immunosuppressive regulatory T cells without
interfering with T effector cell anti-tumor effects. As iBio
evaluates its recently increased options for the molecule's
development, the Company now expects to file an Investigational New
Drug application for IBIO-101 with the U.S. Food and Drug
Administration in the first half of calendar 2024.
Vaccines
* As previously reported, preclinical studies of IBIO-202, the
Company's vaccine candidate that uses a nucleocapsid ("N") antigen
rather than the more mutable spike ("S") protein of SARS-CoV-2,
demonstrated a robust, antigen-specific, memory T-cell response.
Nevertheless, data derived from recent IND-enabling challenge
studies in immunologically naive hamsters showed that IBIO-202 did
not provide protective effect as an "N-only" vaccine. Accordingly,
iBio has decided not to move forward with the IND submission for
IBIO-202 in 2023.
* A recent preclinical study published in the peer-reviewed
journal, Science Translational Medicine, similarly demonstrated
that N-only vaccination provided modest protection from SARS-CoV-2.
However, the study also showed that combining N with S ("N+S")
induced more robust protection against both Delta and Omicron
variants than S-only vaccination.
* In light of the challenge study data, the continuing need for
a 'last dose', not a 'next dose' of a COVID-19 vaccine, and iBio's
prospects to secure non-dilutive funding and/or partnership
opportunities for the program, iBio is evaluating next steps for
its proprietary N-antigen drug substance.
Recent Corporate Developments:
* At the Company's Special Meeting of Stockholders held on June
30, 2022, iBio's stockholders approved a proposal giving the Board
of Directors the option to effect a 1-for-25 reverse stock split of
the Company's shares of common stock in the event that it deemed it
advisable.
* iBio announced the Board has approved a 1-for-25 reverse stock
split that will become effective Friday, Oct. 7, 2022, upon the
filing of a Certificate of Amendment to the Company's Certificate
of Incorporation, as amended, with the Secretary of the State of
Delaware. On Monday, Oct. 10, 2022, the Company's common stock
will begin trading on a post-reverse split basis on the NYSE
American under the same symbol "IBIO," but with a new CUSIP number
of 451033609.
"The importance of having flexibility to pursue our strategic
objectives with the availability of additional issuable shares was
underscored with the RubrYc transaction, financed upfront with iBio
common stock," said Mr. Isett. "We are pleased that our
shareholders voted in favor of the reverse stock split proposal
that could provide the Company with strategic business management
flexibility."
Preliminary Unaudited Financial Results:
Revenues for the fiscal year ended June 30, 2022, were
approximately $2.4 million, an increase of 1% over fiscal 2021.
R&D and G&A expenses for fiscal 2022 increased $7.7 million and
$12.1 million, respectively, over the comparable period in fiscal
2021. The growth in R&D and G&A reflects the Company's growing
investments in its pipeline, platform technologies, employees, and
related infrastructure. iBio's consolidated net loss for the fiscal
year ended June 30, 2022, was $50.3 million, an increased loss of
$27.1 million compared to 2021 due to increased R&D and
administrative expenses incurred to support the Company's business
strategy and $10.2 million in Fraunhofer USA settlement income in
fiscal 2021 that did not recur in fiscal 2022 offset by $1.8
million in Fraunhofer USA license revenue in fiscal 2022.
iBio held cash, cash equivalents and investments in debt securities
of $39.5 million as of June 30, 2022.
The Company has concluded there is substantial doubt about the
Company's ability to continue as a going concern. Accordingly, the
Company has been informed by its registered public accounting firm
that its audit opinion that will be included in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2022
to be filed with the Securities and Exchange Commission will
include an explanatory paragraph related to the Company's ability
to continue as a going concern. This announcement is made pursuant
to NYSE American LLC Company Guide Section 610(b), which requires
public announcement of the receipt of an audit opinion containing a
going concern paragraph. iBio is evaluating a number of potential
options to expand its cash runway, the implementation of which will
impact its liquidity. Potential options being considered to
increase liquidity include lowering its expenses through decreasing
spending, such as with the IBIO-202 program, and focusing product
development on a select number of product candidates. Additional
options include the sale or out-licensing of certain product
candidates or parts of the business, raising money from capital
markets, grant revenue or collaborations, or a combination
thereof.
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1420720/000142072022000054/ibio-20220927xex99d1.htm
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com-- is a plant-based biologics
manufacturing company. Its FastPharming System combines vertical
farming, automated hydroponics, and novel glycosylation
technologies to rapidly deliver high-quality monoclonal antibodies,
vaccines, bioinks and other proteins. iBio is developing
proprietary products which include biopharmaceuticals for the
treatment of cancers, as well as fibrotic and infectious diseases.
The Company's subsidiary, iBio CDMO LLC, provides FastPharming
Contract Development and Manufacturing Services along with
Glycaneering Development Services for advanced recombinant protein
design.
iBio reported a net loss attributable to the Company of $23.21
million for the year ended June 30, 2021, a net loss attributable
to the company of $16.44 million for the year ended June 30, 2020,
and a net loss attributable to the Company of $17.59 million for
the year ended June 30, 2019. As of March 31, 2022, the Company had
$115.37 million in total assets, $35.99 million in total
liabilities, and $79.38 million in total equity.
INNOVATION PHARMACEUTICALS: Incurs $7M Net Loss in FY Ended June 30
-------------------------------------------------------------------
Innovation Pharmaceuticals Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $7.04 million on $18,000 of revenues for the year ended
June 30, 2022, compared to a net loss of $13.87 million on $0 of
revenues for the year ended June 30, 2021.
As of June 30, 2022, the Company had $10.38 million in total
assets, $5.65 million in total liabilities, and $4.73 million in
total stockholders' equity.
Farmington, Utah-based Pinnacle Accountancy Group of Utah (a dba of
Heaton & Company, PLLC), the Company's auditor since 2018, issued a
"going concern" qualification in its report dated Sept. 28, 2022,
citing that the Company has negative working capital, has suffered
losses and negative cash flow from operations, which raise
substantial doubt about its ability to continue as a going
concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1355250/000147793222007292/ipix_10k.htm
About Innovation Pharmaceuticals
Innovation Pharmaceuticals Inc. (IPIX) -- http://www.IPharmInc.com
-- is a clinical stage biopharmaceutical company developing a
portfolio of innovative therapies addressing multiple areas of
unmet medical need, including inflammatory diseases, cancer,
infectious disease, and dermatologic diseases.
JJS LOGISTICS: Oct. 3 Final Hearing on Sale of Property & Vehicles
------------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida issues an Amended Order authorizing JJS
Logistics of Florida, Inc.'s bidding procedures in connection with
the auction sale of the following:
(1.) the tangible personal property in the form of equipment,
scanners and all of the Debtor's other assets excluding vehicles
identified on Exhibit A, however, including after-market equipment
added to the vehicles (collectively, the "Property"); and
(2.) the Debtor's vehicles identified on Exhibit A free and
clear of liens, claims, encumbrances and interests.
The Amended Order includes changes requested by United States
Trustee's office, including omissions of paragraphs 1B, 1C, 1D, 1F,
1G and 1H, which will be included in the subsequent final sale
order and to set a final hearing for approval of the sale.
The auction, bid and marketing procedures will be as follows:
(1.) Upon acceptance of the Offer and the entry of the Order,
the Buyer's Deposit will be transferred to JME Trust Account.
(2.) Qualified parties will inspect the Property and
Vehicles.
(3.) The Debtor was to accept any offers for the Property
and/or the Vehicles through and including 5:00 p.m. on Sept. 26,
2022. The minimum competing bid will be $440,000.
(4.) All competing bidders will deposit 10% of their bid
price in the JME Trust Account by the Bid Deadline.
(5.) One business day prior to the Auction, all "higher"
bidders will deposit an additional $10,000 in the JME Trust
Account
in cash or immediately available funds.
(6.) On Sept. 28, 2022, at 1:00 p.m., the Debtor was to
conduct an auction for higher bidders to participate in, via Zoom.
(7.) In the event that CBR, LLC is not the final approved
buyer, CBR will be entitled to a break-up fee in the amount of
$20,000 as compensation for running the Debtor's business pending
the sale and will be reimbursed any costs advanced for the benefit
of the Estate.
No sale may take place unless the sale price is sufficient to pay
the liens of Ford Motor Credit Co., LLC in full as to the 2020
FORD
T250 VIN: 1FTBR3XG8LKB65807 and 2020 FORD T350 VIN:
1FTBW3X85LKB58458. For avoidance of doubt, no sale can occur free
and clear of liens as to the Ford vehicles unless Ford is paid in
full or agrees in writing to accept an amount short of their
payoff. The vehicle described as 2020 FORD T350 VIN:
1FTBW3XG5LKB35527 which is subject of a Lease cannot be included in
the sale absent agreement by Ford, in writing, in advance of the
sale. Any buyer at the auction or sale is required to pay the
gross sales price to the Debtor and the Debtor is authorized to
distribute the lien payoff funds directly to Ford as soon as
reasonably practicable after the conclusion of the sale.
A final hearing will be held on Oct. 3, 2022, at 3:00 p.m. to
consider approval of the sale to the bidder making the High Bid
from the Auction, and any objections to approving a final sale of
free and clear of liens, claims, interests and encumbrances.
A hearing on the Motion was held on Aug. 16, 2022 at 1:30 p.m.
A copy of the Exhibit A is available for free at
https://tinyurl.com/mrydc5fj from PacerMonitor.com free of charge.
About JJS Logistics of Florida
JJS Logistics of Florida Inc. is a Florida profit corporation
which provides local FedEx delivery commercial and residential
services in western Pasco County.
JJS Logistics of Florida sought protection under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Court (Bankr. M.D. Fla. Case No.
22-01884) on May 10, 2022, listing as much as $500,000 in both
assets and liabilities. Amy Denton Mayer has been appointed as
Subchapter V trustee.
Judge Catherine Peek McEwen oversees the case.
Daniel E. Etlinger, Esq., at Jennis Morse Etlinger, is the
Debtor's counsel.
JOHN W. MCCRUMMEN: $40K Sale of 3 Coffee County Properties Approved
-------------------------------------------------------------------
Judge Christopher L. Hawkins of the U.S. Bankruptcy Court for the
Middle District of Alabama authorized John Wayne McCrummen's sale
for a total sales price of $40,000 of the following properties:
a. 309 E. Park Ave., Enterprise, Alabama, having a Coffee
County, Alabama parcel number of 16-05-21-1-0003-034.000;
b. 104 Carr St., Enterprise, Alabama, having a having a Coffee
County, Alabama parcel number of 16-05-21-1-0003-018.000; and
c. 309 E. Hildreth Ave., Enterprise, Alabama, having a having
a Coffee County, Alabama parcel number of 16-05-21-1-004-016.001.
The Proceeds are hereby determined to represent a collective fair
market value for the Properties.
There are three encumbrances on the Properties which are enumerated
as follows in the order of priority: a.) The Citizens Bank
(mortgage); b.) SMS Financial Strategic Investments III, LLC
(judgment lien); and, c.) Bonnie C. James (judgment lien). To that
end, the Proceeds are understood to be insufficient to satisfy all
of said encumbrances.
The Proceeds will satisfy outstanding principal debt in favor of
The Citizens Bank, with any difference thereafter being applied to
the secured claim of SMS Financial Strategic Investments III, LLC,
which is partially secured pursuant to its second-priority lien
position. The claim of Bonnie C. James is wholly unsecured as to
the Property and, therefore, will not receive any distribution from
the contemplated sale.
To the extent, the underlying, respective claims of SMS Financial
Strategic Investment III, LLC and/or Bonnie C. James are not
satisfied, such liens are hereby avoided pursuant to 11 U.S.C.
Section 506 vis-a-vie the Properties; and, therefore, the Debtor is
authorized to proceed sell the Properties free and clear of such
liens.
A telephonic hearing on the Motion was held on Sept. 8, 2022, at
1:30 p.m.
John Wayne McCrummen sought Chapter 11 protection (Bankr. M.D. Ala.
Case No. 22-10110) on Feb. 3, 2022.
JOHN'S FAMILY: Seeks Cash Collateral Access
-------------------------------------------
John's Family, Inc. asks the U.S. Bankruptcy Court for the District
of New Jersey for authority to use cash collateral.
The Debtor owns five commercial properties. Specifically, the
Debtor is a borrower under certain notes.
Pre-petition, the Properties were in the possession and control of
a rent receiver, namely Philip J. Lange, with a business address at
Equity 3 LLC, 40 Eisenhower Drive, Paramus, New Jersey, for the
benefit of 100 Mile Northeast, LLC and 100 Mile Fund, LLC.
100 Mile is the secured creditor. The Debtor executed to the Lender
a note in the principal amount of $3,660,000, payable beginning on
September 1, 2017, and on the first day of each and every month
thereafter until the first day of August 2018, with interest
payments in arrears based on an annual rate equal to 12%.
The entire unpaid principal amount of $3,660,000 was due and
payable on August 11, 2018.
To secured payment of the Note, the Debtor executed a Commercial
Mortgage and Security Agreement in favor of the Lender. The
mortgage was recorded on August 17, 2017, in Essex County.
In connection with the mortgage, the Lender filed a Notice of
Settlement giving notice of a contact of sale and/or mortgage
commitment between the Debtor and the Lender. The mortgage
encumbers the Properties.
The mortgage includes a security agreement in favor of the Lender,
its successors and assigns, creating a security interest in any of
the personal property or fixtures. The Lender filed a UCC financing
statement on August 17, 2017.
To further secure the Note, the Debtor executed an Assignment of
Rents and Leases in favor of the Lender. Mr. Kwak, the sole
shareholder of the Debtor, also executed a guaranty to Lender the
prompt and unconditional payment of $3,660,000 and interest.
On January 9, 2018, the Lender made a loan to the Debtor in the
principal amount of $150,000. The Debtor executed a Commercial
Mortgage and Security Agreement in favor of the Lender in the
amount of $150,000. The $150,000 mortgage encumbers the
Properties.
On January 9, 2018, the delivered a Reserve Agreement in favor of
the Lender. The unfunded Reserve Agreement was in the sum of
$50,000. Upon default, the Lender, may apply any sums then present
in the Reserve Account to the payment of sums owed under the
$150,000 note.
Mr. Kwak also executed a guaranty to the Lender to pay the prompt
and unconditional payment of $150,000 and interest.
On March 1, 2019, in connection with the $3,660,000 and $150,000
loans, the Debtor and Mr. Kwak executed to the Lender a Forbearance
Agreement. Pursuant to the Forbearance Agreement, the principal was
increased under the $150,000 loan by $140,113 to a new maximum
principal balance of $240,113 and extended the maturity date from
August 11, 2018 to June 30, 2019.
On March 27, 2019, the Debtor executed a Note and Mortgage
Modification and Extension Agreement. The Modification outlined the
terms of the increased principal.
The Lender will be adequately protected during the pendency of the
Debtor's bankruptcy case. The Debtor proposes to pay interest only
to the Lender for the Properties which is $38,000 monthly. In
addition, the Lender is receiving rents through the rent receiver.
The Debtor asserts that the Properties are worth in excess of $8.6
million according to a December 2021 appraisal prepared by Helix
Real Estate, Inc. The Lender is owed approximately $6.5 million.
The Lender will be adequately protected during the pendency of the
Debtor's bankruptcy case. First, the rents for the Properties are
paid to the Lender. Second, the Debtor's Properties are insured and
maintained. Third, the Debtor proposes to make adequate protection
payments to protect the Lender. The Debtor proposes to pay the
interest only, which is $38,000 per month.
A copy of the motion is available at https://bit.ly/3dRzIQt from
PacerMonitor.com.
About John's Family Inc.
John's Family Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 22-17234) on September 13,
2022. In the petition signed by Kun Kwak, its shareholder, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Stacey L. Meisel oversees the case.
Anthony Sodono, III, Esq., at McManimon, Scotland & Baumann, LLC,
is the Debtor's counsel.
K & I BEAUTY: Disposable Income to Fund Plan Payments
-----------------------------------------------------
K & I Beauty, LLC, filed with the U.S. Bankruptcy Court for the
District of Maryland a Subchapter V Plan of Reorganization dated
September 26, 2022.
The Debtor is a Maryland limited liability company founded in 2012
with its offices and retail locations situated in Montgomery
County, Maryland. The Debtor operates 3 retail salon locations at
Wheaton Mall and Montgomery Mall, all located in Montgomery County
Maryland.
In June of 2022 the landlord in the District Court of Montgomery
County Maryland sought possession of the commercial space through
an eviction action. The debtor then commenced this bankruptcy
proceeding for the purpose of reorganizing the commercial lease
arrears owed to the landlord.
The Debtor anticipates that this bankruptcy will provide it with a
much-needed break from the distractions of the District Court
matter and allow the debtor to emerge with viable and profitable
operations that maximizes value for the Debtor's creditors pursuant
to a plan of reorganization. Iris Granados is the managing co-owner
of the Debtor and oversees the Debtor's business operations.
Class 1 consists of Allowed Unsecured Trade Debt Claims. The Debtor
shall pay the Holders of Allowed Class 1 Claims without interest
their pro-rata share of 40% of all available Disposable Income of
the Debtor. Distributions to Holders of Allowed Class 1 Claims
shall occur on a bi-annual basis, with a maximum of six
distributions in total, which distributions will be made on a bi
annual basis with the first distribution occurring on the later to
occur of: after satisfaction of the Administrative Expense Claims,
and any Priority Tax Claims.
Said installment payments shall continue to be paid on every
February 15th and August 15th thereafter, ending on August 15,
2025. The amount of each of said disbursements shall equal (in the
aggregate) 40% of the Disposable Income for the preceding six full
calendar month period from August to January and February to July
(as applicable), and each Claimant shall receive their pro-rata
portion of said disbursement based on the amount of their Allowed
Claim as it relates to the total of Allowed Claims in Class 1, not
to exceed (individually or in the aggregate) the amount of the
Claimant's Allowed Claim. Class 1 is Impaired.
Class 2 consists of Allowed Interests. On the Effective Date, the
legal, equitable and contractual rights of the Holders of the
Equitable Interests in the Debtor shall be retained unaltered.
Class 2 is Unimpaired.
During the term of this Plan, the Debtor shall pay all available
Disposable Income necessary for the performance of the Plan. The
term of the Plan begins on the Effective Date and ends on the last
day of the 36th full calendar month following October 31, 2025.
A full-text copy of the Subchapter V Plan dated September 26, 2022,
is available at https://bit.ly/3y5Lu0r from PacerMonitor.com at no
charge.
Counsel for Debtor:
Terry E. Morris, Esq.
Morris Palerm, LLC
751 Rockville Pike, Suite 2A
Rockville, MD 20852
Tel: (301) 424-6290
Fax: (301) 424-6294
Email: tmorris@morrispalerm.com
About K & I Beauty
K & I Beauty, LLC is a Maryland limited liability company founded
in 2012 with its offices and retail locations situated in
Montgomery County, Maryland. The Debtor filed a petition for relief
under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.
Md. Case No. 22-13530) on June 28, 2022, listing up to $50,000 in
assets and up to $500,000 in liabilities. Stephen Metz has been
appointed as Subchapter V trustee.
Terry E. Morris, Esq., at Morris Palerm, LLC is the Debtor's
counsel.
KEYS MEDICAL: Unsecureds to be Paid in Full via Quarterly Payments
------------------------------------------------------------------
Keys Medical Staffing, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Georgia a Plan of Reorganization dated
September 26, 2022.
The Debtor is a medical staffing company that places nurses and
other medical staff in healthcare facilities. The three owners of
the Debtor are Dr. Theresa Jones, Dr. Linnie Fletcher and Ms.
Christy Collins.
On June 2, 2020, the Debtor entered into a financing agreement with
ARA, Inc. D/b/a Lone Oak Payroll and executed a Conditional Letter
of Agreement for Factoring and Payroll Services (the "Agreement").
This arrangement worked well for a year, but in July 2021, the
Debtor's largest client, SavaSeniorCare Administrative Services,
requested that the invoices prepared by ARA be produced in a format
that complied with the Centers for Medicare and Medicaid Services
("CMS") requirements.
By May of 2022, the relationship between the Debtor and ARA soured
to the point that both sides terminated the Agreement and the
Debtor had to furlough almost all of its placed staff. With its
revenue stream cut off, the Debtor's once thriving business was on
the verge of collapse and the Debtor was forced to seek bankruptcy
protection.
Since the Petition Date, Sava has paid over approximately
$400,000.00 of the outstanding invoices owed to the Debtor. The
Debtor and ARA estimate that there is $969,148.38 still due and
owing by Sava. In order to collect the outstanding amount, on
September 14, 2022, the Debtor and ARA filed a joint adversary
against Sava and several of its affiliates and subsidiaries,
adversary case number 22-020278-jrs.
The Plan deals with all property of Debtor and provides for
treatment of all Claims against the Debtor and its property.
Class 1 shall consist of the Secured Claim of AEA. ARA has filed a
secured proof of claim for $1,085,832.56. To secure its claim, ARA
asserts a first priority lien upon and security interest in
Debtor's Accounts Receivable and other tangible and intangible
personal property (the "Class 1 Collateral"). The Debtor disputes
the amount owed to ARA and anticipates that the ARA claim will be a
Disputed Claim at the time of the Conformation Hearing.
The Debtor shall pay the Secured Class 1 Claim, in the amount
determined by the Court or agreed to by the parties, as a fully
secured claim. The claim will be in full from the Litigation
Proceeds, to be paid directly by Sava upon the resolution of the
Litigation. Class 1 is impaired.
Class 2 consists of General Unsecured Claims including any
potential deficiency claims. The Debtor shall pay the General
Unsecured Creditors in full in quarterly installments commencing on
the first day of the full quarter immediately following the
Effective Date and continuing on the 1st day of each quarter
through and including 8th quarter following the effective date.
General Unsecured Creditors will receive 8 distributions, totaling
$6,407.82 per quarter. The Claims of the Class 2 Creditors are
Impaired by the Plan.
The source of funds for the payments pursuant to the Plan is the
Debtor's continued business operation and Litigation Proceeds.
A full-text copy of the Plan of Reorganization dated September 26,
2022, is available at https://bit.ly/3C35rq9 from PacerMonitor.com
at no charge.
Attorney for Debtor:
William A. Rountree, Esq.
Will B. Geer, Esq.
Elizabeth A. Childers, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wrountree@rlkglaw.com
wgeer@rlkglaw.com
echilders@rlkglaw.com
About Keys Medical Staffing, LLC
Keys Medical Staffing, LLC is a medical staffing company formed by
Dr. Theresa Jones and Dr. Linnie Fletcher in 2016.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20573-jrs) on June 28,
2022. In the petition filed by Christy Collins-French, chief
operating officer, the Debtor disclosed up to $10 million in assets
and up to $1 million in liabilities.
Judge James R. Sacca oversees the case.
William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC,
serves as the Debtor's counsel.
KING'S TOWING: Amends Plan to Resolve Secured Claims Issues
-----------------------------------------------------------
King's Towing and Recovery, LLC, submitted an Amended Plan of
Reorganization for Small Business under Subchapter V dated
September 26, 2022.
The Debtor previously proposed its Plan of Reorganization on 9th
May 2022. The Debtor is amending its plan to provide for payment to
secured creditors to cure the several objections to confirmation
and to align with the treatment of secured claims per such
objection.
This Amended Plan of Reorganization proposes to pay creditors of
the Debtor from operation of the Debtor's business.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 3 consists of the secured claim of Ascentium Capital LLC
(Claim 5). The amount of claim in this Class total $161,171.55.
This class will be paid $2,530.00 for 72 months with 7% interest
rate. This class is impaired.
Class 4 consists of the secured claims of First National Bank of
Clarksville. The amount of claim in this Class total $32,748.91.
This class will be paid $549.48 for 60 months with 4% interest
rate. This class is impaired.
Class 5 consists of the secured claims of Simmons Bank. The amount
of claim in this Class total $57,095.00. This class will be paid
$782.26 for 72 months with 4% interest rate. This class is
impaired.
Class 6 Unsecured Non-priority Claims. This class of claims is
impaired. The claims of this class total approximately $90,100.00.
This class will be paid in full, and no interest will accrue on the
claims of this class. Payment to this class will be made annually
for the length of the Plan. Payment will be made on the anniversary
date of the Effective Date of this Plan. Payments to this class
shall be pro rata. The annual funding for payments to this class of
claims is $9,010.00 each year of the Plan.
Debtor will continue to engage in the towing and recovery business.
Additional Terms of Treatment of State of Arkansas-Department of
Finance & Administration (Claims 2 and 4/Class 4):
Despite any other provision of this plan to the contrary, any
failure by the Debtor to timely make any payment due under this
plan, or to timely file and pay post-petition taxes shall
constitute an event of default. In the event of Default, Creditor
shall provide the Debtor and counsel with written notice of default
and a 14 day opportunity to cure. Failure to cure the default
within 14 days after notice of the default shall authorize Creditor
to utilize all available remedies to collect the entire amount of
unpaid taxes owed by the Debtor (including those provided for
within this plan) without approval of the court and without further
notice to the Debtor or to the Debtor's counsel.
The Debtor shall only be permitted 3 defaults under the terms of
this plan. If a fourth default occurs, Creditor shall be authorized
to utilize all available remedies to collect the entire amount of
unpaid taxes owed by the Debtor (including those provided for
within this plan) without approval of the Court and without further
notice to the Debtor or to the Debtor's counsel.
A full-text copy of the Amended Plan dated September 26, 2022, is
available at https://bit.ly/3rkl9YX from PacerMonitor.com at no
charge.
About King's Towing and Recovery
King's Towing and Recovery, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Ark. Case No.
21-70549) on April 19, 2021, disclosing as much as $1 million in
both assets and liabilities. M. Randy Rice of Rice & Associates,
P.A. serves as the Subchapter V trustee.
Judge Bianca M. Rucker oversees the case.
The Bond Law Office, led by Stanley V. Bond, Esq., and Parrish
Agency, LLC serve as the Debtor's legal counsel and accountant,
respectively.
KINGS RIVER: Wins Interim Cash Collateral Access
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, authorized Kings River Holdings, Inc. to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance, pending a final hearing.
An immediate and critical need exists for the Debtor to use funds,
including cash collateral, to continue the operation of its
business.
Regions Bank asserts that the Debtor owes it $2,100,000, evidenced
by several Small Business Administration loan, which is secured by
substantially all assets of the Debtor.
As adequate protection, Regions is granted valid, perfected liens
and enforceable post-petition replacement security interests in all
property of the Debtor and the Estate.
The Replacement Lien will be in addition to all other rights of
Regions, including existing prepetition liens on and security
interests in property of the Debtor.
The Replacement Lien will not be subject or subordinated to (a) any
liens arising after the Petition Date, except a tax of a kind
specified in section 507(a)(8), that would be senior in priority to
the Prepetition Liens or (b) any other lien or security interest
under sections 363 or 364 or otherwise absent further order of the
Court; provided, however, that the Replacement Lien will in all
respects be subordinate to the Carve-Out.
As further adequate protection, Regions is granted a superpriority
claim in such amount if and to the extent the Replacement Lien is
insufficient to provide adequate protection against the
diminution.
The Carve-Out means (a) any allowed fees due and owing a Subchapter
V Trustee; (b) court-approved professional fees of the Debtor's
counsel in an amount not exceeding $35,000; and (c) any fees
payable to the Clerk of the Bankruptcy Court.
These events constitute an "Event of Default:"
a. The Debtor fails to timely and punctually perform any of
their obligations in accordance with the terms hereof or otherwise
defaults hereunder or breaches any provision hereof, including (i)
the use of cash collateral other than as permitted herein and in
the Budget; and (ii) the failure to provide any report, document,
or information to Regions as required therein;
b. Any representation or warranty made in any certificate,
report, expense statement, other financial statement, or other
document delivered to Regions after the Petition Date proves to
have been false or misleading in any material respect as of the
time when made or given; or
c. The Replacement Liens granted Regions ceases to convey,
subject to the Carve-Out, a valid and perfected first priority lien
on and security interest in the property of the Debtor.
A final hearing on the matter is set for October 25, 2022 at 10
a.m.
A copy of the order is available at https://bit.ly/3LQghEe from
PacerMonitor.com.
About Kings River Holdings, Inc.
Kings River Holdings, Inc. is a glass/hardware manufacturing and
installation company doing business as Liberty Glass and Mirror.
Kings River provides manufactured glass goods for both residential
and commercial installation.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-41241) on September
23, 2022. In the petition signed by Rhett Yeary, president, the
Debtor disclosed up to $100,000 in assets and up to $10 million in
liabilities.
Judge Brenda T. Rhodes oversees the case.
Thomas D. Berghman, Esq., at Munsch Hardt Kopf and Harr, PC is the
Debtor's counsel.
KINTARA THERAPEUTICS: Posts $22.7-Mil. Net Loss in FY Ended June 30
-------------------------------------------------------------------
Kintara Therapeutics, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$22.66 million for the year ended June 30, 2022, compared to a net
loss of $38.30 million for the year ended June 30, 2021.
"This last quarter was a very productive quarter - on the financing
side we put in place a $20.0 million equity facility with Lincoln
Park to help bolster our balance sheet. On the regulatory front we
received our second Fast Track Designation from the FDA for VAL-083
and the GBM-AGILE Study continues to exceed our expectations,"
commented Robert E. Hoffman, Kintara's president and chief
executive officer. "Moving our REM-001 CMBC program back into the
clinic is also an important step for us to deliver on our mission
of serving cancer patients where there is a clear unmet medical
need. We believe we remain on track to start enrolling patients in
the CMBC study around the end of September 2022."
As of June 30, 2022, the Company had $15.95 million in total
assets, $4.15 million in total liabilities, and $11.79 million in
total stockholders' equity.
At June 30, 2022, Kintara had cash and cash equivalents of
approximately $11.8 million. During the year ended June 30, 2022,
the Company completed two registered direct offerings for aggregate
net proceeds to the Company of approximately $21.6 million.
San Francisco, CA-based Marcum LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
Sept. 27, 2022, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1498382/000095017022018865/ktra-20220630.htm
About Kintara
Located in San Diego, California, Kintara Therapeutics, Inc.
(formerly DelMar Pharmaceuticals) is dedicated to the development
of novel cancer therapies for patients with unmet medical needs.
Kintara is developing two late-stage, Phase 3-ready therapeutics
for clear unmet medical needs with reduced risk development
programs. The two programs are VAL-083 for GBM and REM-001 for
CMBC.
KINTARA THERAPEUTICS: Registers 9M Shares Under 2017 Equity Plan
----------------------------------------------------------------
Kintara Therapeutics, Inc. filed with the Securities and Exchange
Commission a Form S-8 registration statement for the purpose of
registering additional shares of the Company's common stock, par
value $0.001 per share, under the Company's 2017 Omnibus Equity
Incentive Plan.
The amendment to increase the number of shares available for
issuance under the 2017 Plan from 13,000,000 to 22,000,000 was
approved by the Board of Directors of the Company on April 13,
2022, and by the stockholders of the Company on June 21, 2022.
This Registration Statement registers an aggregate of 9,000,000
additional shares of Common Stock available for issuance under the
2017 Plan as a result of the Amendment. A full-text copy of the
prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1498382/000095017022018902/ktra_s-8_sept_2022.htm
About Kintara
Located in San Diego, California, Kintara Therapeutics, Inc.
(formerly DelMar Pharmaceuticals) is dedicated to the development
of novel cancer therapies for patients with unmet medical needs.
Kintara is developing two late-stage, Phase 3-ready therapeutics
for clear unmet medical needs with reduced risk development
programs. The two programs are VAL-083 for GBM and REM-001 for
CMBC.
Kintara reported a net loss of $22.66 million for the year ended
June 30, 2022, compared to a net loss of $38.30 million for the
year ended June 30, 2021. As of June 30, 2022, the Company had
$15.95 million in total assets, $4.15 million in total liabilities,
and $11.79 million in total stockholders' equity.
San Francisco, CA-based Marcum LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
Sept. 27, 2022, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
KRONOS WORLDWIDE: Moody's Affirms 'B1' CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed Kronos Worldwide, Inc.'s
("Kronos") B1 Corporate Family Rating, B1-PD Probability of Default
Rating and the B2 rating on the 400 million senior secured notes
due 2025 issued by Kronos International Inc. At the same time,
Moody's has upgraded the company's Speculative Liquidity Rating to
SGL-1 from SGL-2. The rating outlook remains stable.
The rating affirmation reflects Moody's expectation that Kronos
will maintain a relatively conservative financial philosophy given
the cyclical nature of the TiO2 industry. The company benefits from
being a global producer of both chloride and sulfate TiO2 pigment,
good customer and geographic diversity, as well as back integration
in ilmenite raw materials. Its large cash balance underpins
financial flexibility against the expected slowdown in demand from
paints, coatings and plastics industries and elevated raw material
costs. Although economic headwinds will weaken earnings from recent
highs, Moody's expect its credit metrics to stay within the
boundaries for the B1 CFR. The limited new TiO2 capacities in the
west and international supply chain challenges will keep TiO2
prices elevated in the developed markets where Kronos mainly
operates and blunt the impact of the slowing demand in Europe and
Asia and exports out of China.
Upgrades:
Issuer: Kronos Worldwide, Inc.
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2
Affirmations:
Issuer: Kronos Worldwide, Inc.
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Issuer: Kronos International Inc.
Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD5)
Outlook Actions:
Issuer: Kronos International Inc.
Outlook, Remains Stable
Issuer: Kronos Worldwide, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Kronos has strengthened its financial profile with the reopening of
the economy and demand recovery in the last two years. Its EBITDA
for the LTM ending June 2022 reached three-year high given demand
recovery from the pandemic trough, significant price increases and
nearly full capacity utilization. As a result, adjusted debt/EBITDA
improved to 2.4x at the end of June 2022, from 5.1x at the end of
2020. Moody's calculation for Kronos includes significant
adjustments for underfunded pension plans, without which debt
leverage would be 1.3x at the end of June 2022. In addition, Kronos
maintained a significant cash balance of $371 million, which was
close its reported debt of $417 million at the end of June 2022.
Strong credit metrics and good liquidity indicate financial
flexibility.
Moody's expect a more challenging business environment for TiO2
producers starting in the second half of 2022 and Kronos' earnings
and credit metrics will likely return to mid-cycle levels in 2023
after significant improvement over the last two years. Customers in
the paints and coatings and plastics industries have already
signaled weaker demand amid recessionary concerns. TiO2 exports out
of China have recently increased given the China's slowing economy,
declining freight rates and arbitrage opportunities in the rest of
the world. However, the lack of new capacity investment in the west
will keep TiO2 prices elevated in the developed markets where
Kronos predominantly operates and international supply chain issues
continue to deter a swift rebalancing through global trade.
A key risk for Kronos lies in the high energy costs and demand
contraction in Europe, which accounts for 65% of its TiO2
production capacity and 46% of its sales volume in 2021. A drastic
decline in its overall production and sales volumes, which is not
forecasted by Moody's at this stage, would have a negative
implication on the rating. Moody's continue to monitor the evolving
business conditions in Europe and evaluate the company's
operational responses and financial measures, such as leveraging
its global production capacities and maintaining a large cash
balance, to safeguard its credit profile. The predominance of its
debt in Euro helps hedge against its earnings exposure to Europe.
Kronos' B1 CFR is principally constrained by its heavy exposure to
the highly cyclical TiO2 industry and evidenced variability in the
company's financial performance, including a propensity for cash
consumption and significant increases in financial leverage during
cyclical troughs. Exports of TiO2 out of China could have a
negative effect on western markets as China's chloride capacity
comes online over time and property sector slows. In addition, the
company is exposed to the increasing costs of major feedstocks
including rutile and ilmenite for the 70% non-integrated portion of
its business operation.
The rating is supported by the company's sizable market share in
the TiO2 industry, production facilities for both sulfate and
chloride technologies, geographic diversity with operations in
North America and Europe, about 30% back integration into key raw
material ilmenite, and good liquidity.
The upgrade to SGL-1 Speculative Grade Liquidity Rating reflects
the company's excellent liquidity position, supported by about $600
million of available liquidity, comprised of $371 million in cash
and full availability under its $225 million revolving credit
facility, as well as the expectation for slightly positive free
cash flow. The revolver has a fixed charge coverage ratio that must
be greater than 1.0x at all times during a covenant testing period.
The senior secured notes due 2025 have no maintenance financial
covenants.
The stable outlook assumes that the company's credit metrics will
stay within the boundaries for the rating, i.e. adjusted financial
leverage below 6x, retained cash flow-to-debt above 10%, available
liquidity above $150 million, despite economic headwinds in the
next one to two years.
Kronos' rating has factored in the environmental, social and
governance considerations. The highly negative Credit Impact Score
(CIS-4) is mainly driven by the governance risk associated with the
elevated financial debt and concentrated ownership. The company
also faces high risk exposure to the environmental regulation given
the storage, application and disposal of chlorine and sulfuric
acid, water and air emissions. Social risk exposure is high due to
workplace safety related to its operation of TiO2 production
facilities and two ilmenite mines in Norway, as well as potential
issues from its mostly unionized workforce in Europe.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Achieving an upgrade would require a lower level of debt and more
conservative financial policies, considering significant earnings
volatility. Moody's would consider an upgrade with expectations for
adjusted financial leverage below 2.5x and retained cash flow to
debt above 20%, assuming mid-cycle TiO2 prices.
Moody's would consider a downgrade with expectations for negative
free cash flow in multiple quarters or less than $100 million of
available liquidity.
Kronos Worldwide, Inc. (Kronos), headquartered in Dallas, TX, is a
producer of titanium dioxide (TiO2) pigments and is the fifth
largest producer of TiO2 in the world. As of June 30, 2022, Valhi
Inc. (NYSE: VHI) directly held approximately 50% of KRO's
outstanding common stock and NL Industries, Inc. (NYSE: NL, 83%
owned by VHI), held an additional 31% of KRO's common stock.
Approximately 92% of Valhi's stock is held by Contran Corporation.
Kronos operates six plants (four in Europe operated under Kronos
International Inc. (KII), one in the U.S., one in Canada) and
reported revenues of $2.1 billion for the twelve months ended June
30, 2022.
The principal methodology used in these ratings was Chemicals
published in June 2022.
L&N TWINS: Resolves Maria Balaj's Proof of Claim; Amends Plan
-------------------------------------------------------------
L&N Twins Place, LLC, submitted a Second Amended Disclosure
Statement in connection with the Second Amended Chapter 11 Plan of
Liquidation dated September 26, 2022.
The Plan will be implemented through, and the Distributions
contemplated to be made under the Plan that will be funded by, the
proceeds of the Debtor’s sale of its rights, title and interests
with regard to the real property located at 2-4 Virginia Place,
Pleasantville, New York (the "Property"). The Property was sold
pursuant to Bankruptcy Court Order on August 4, 2017 for a purchase
price of $1,490,000.00. As provided in the sale Order the remaining
net proceeds from the sale are being held in escrow by the law firm
of Reich, Reich & Reich, P.C ("Sale Proceeds").
Under the Plan, the Sale Proceeds will be used to fully pay all
Statutory Fees, Allowed Administrative Claims and Allowed General
Unsecured Claims on the Effective Date of the Plan. David Balaj and
Maria Balaj shall retain their respective 50% interests (i.e.,
equity) in the Debtor/Post Confirmation Debtor, and any surplus
funds remaining in the Estate after full payment of the
aforementioned Allowed Claims and obligations will be distributed
to them pursuant to the Stipulation entered into by and between
David and Maria on July 15, 2022 resolving the Debtor's objection
to Maria's proof of claim.
On July 15, 2022 Maria and David resolved the Claim Objection by
Stipulation. The Stipulation provides, inter alia, the following:
* The Claim will be allowed in the amount of $20,000.00 and
shall be paid as an offset against the $110,960.00 that Maria owes
the Debtor on account of the consensual agreement resolving the
case of L&N Twins Place LLC v. Balaj (Adv. Proc. No. 19-08261-rdd).
The effect of this is that $90,960.00 will be deducted from Maria's
one-half share of the distribution to the members under the Plan by
the disbursing agent;
* Nothing herein shall preclude either David or Maria from
pursuing any and all claims or causes of action that they may hold,
in their individual capacity, against one another in a court of
appropriate jurisdiction; and
* Maria hereby consents and agrees to the immediate payment by
the disbursing agent under the Plan of all distributions due all
classes of creditors.
Class 2 consists of the Allowed General Unsecured Claims, if any,
of: (a) Claim No. 4 filed by Puka Capital Funding asserting a
general unsecured claim in the total amount of $627,501.97 (the
"Puka Claim"). The Puka Claim, as determined by the Bankruptcy
Court's Judgment and has been paid in full, less the charging lien
of its former counsel Delbello, Donellon, Weingarten, Wise &
Wiederkerhr, LLP (the "Delbello Firm") in the amount of $42,123.16.
On April 20, 2020 the Bankruptcy Court entered an Order authorizing
the Debtor to distribute the funds to satisfy the Puka Claim and
the Delbello Firm's charging lien; (b) Amended Claim No. 5 filed by
the Internal Revenue Service asserting a general unsecured claim in
the amount of $20,718.63; (c) Claim No. 6 filed by Alexander
Zadrima, Esq asserting a general unsecured claim in the amount of
$12,500.00; (d) Claim No. 7 filed by Vout, Lohrfink, Magro &
McAndrew, LLP asserting a general unsecured claim in the amount of
$3,120.00 on account of alleged legal fees; (e) Claim No. 8 filed
by Maria Balaj asserting a general unsecured claim in the amount of
$640,000.00 for breach of fiduciary duty and self-dealing which is
resolved by the terms of the Stipulation; and (f) Claim No. 9 filed
by the New York Department of Taxation and Finance asserted an
unsecured priority claim in the amount of $50.00.
Class 3 consists of the Interests of David and Maria in the Debtor
which are not affected by the terms of the Plan. Any surplus funds
remaining in the Estate after full payment of the Statutory Fees,
Administrative Claims, Priority Tax Claims and General Unsecured
Claims under the Plan shall be distributed by the disbursing agent
to David and Maria in accordance with the terms of the Stipulation.
For purposes of the Plan, David and Maria as Class 3 Interest
holders shall be synonymous with the term creditors as it appears
in the Stipulation.
All proceeds of the Sale, including the Sale Proceeds currently
held in escrow by the Reich Firm pursuant to the Sale Order, shall
be paid to Creditors and Interests Holders in order of priority in
accordance with the terms of the Plan. Except as set forth
elsewhere in the Plan, all Distributions required to be made under
the Plan shall be made by the Reich Firm, as Disbursing Agent in
accordance with the terms of the Plan from the Sale Proceeds and
any cash on hand.
A full-text copy of the Second Amended Disclosure Statement dated
September 26, 2022, is available at https://bit.ly/3BZCLxV from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Reich, Reich & Reich, P.C.
Jeffrey A. Reich
235 Main Street, Suite 450
White Plains, New York 10601
Tel: (914) 949-2126
E-mail: jreich@reichpc.com
About L&N Twins
Place
L&N Twins Place, LLC, a single asset real estate, as defined in 11
U.S.C. Section 101(51B), owns a multi-family residential building
located at 2-4 Virginia Place, Pleasantville, New York, valued at
$1.27 million.
L&N Twins Place sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 17-22758) on May 23, 2017. The petition was signed by David
Balaj, managing member. The Debtor disclosed assets at $1.28
million and liabilities at $650,449.
Judge Robert D. Drain is assigned to the case.
The Debtor tapped Jeffrey A. Reich, Esq., at Reich Reich & Reich,
P.C., as counsel.
LEONARD BLOOM: $6.5M Sale of San Diego Property to GLDEX Approved
-----------------------------------------------------------------
Judge Margaret M. Mann of the U.S. Bankruptcy Court for the
Southern District of California authorized Leonard Bloom's private
sale of the real property located at 4605 Yerba Santa Drive, in San
Diego, California 92115, APN: 461-400-18-00, to GLDEX, LLC, for
$6,495,000, free and clear of liens, claims interests, and
encumbrances, pursuant to the terms set forth in the Residential
Purchase Agreement dated Aug. 23, 2022, and the agreement's
Addendum No. 1 dated Aug. 24, 2022.
A hearing on the Motion was set for Sept. 9, 2022, at 10:00 a.m.
Pursuant to the Order Shortening Time, the Court waives the 10-day
requirement of Bankruptcy Rule 6004(h) and Orders any Opposition to
this Notice of Lodgment be instead filed within two business days
pursuant to the Court's Sept. 7, 2022 Tentative Ruling.
All Liens and Encumbrances listed on the Estimated Seller's Closing
Statement will be paid in full through the escrow. Escrow will
remit after paying all liens and encumbrances the remaining net
sale proceeds directly to the Debtor's Debtor-In-Possession
Checking Account, at the close of escrow.
A copy of the Agreement is available for free at
https://tinyurl.com/2x9jvxrx from PacerMonitor.com free of charge.
Leonard Bloom sought Chapter 11 protection (Bankr. S.D. Cal. Case
No. 22-00051-MM11) on Jan. 11, 2022. The Debtor tapped Ahren A.
Tiller, Esq., at Bankruptcy Law Center, APC as counsel.
LUCKY STAR-DEER: Proposed Auction of Deer Park Property Denied
--------------------------------------------------------------
Judge Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York denied the request of Lucky Star-Deer
Park, LLC, for authority to market and sell its real property
commonly known as 377 Carlls Path, in Deer Park, New York, by
public auction, in its entirety.
About Lucky Star-Deer Park
Lucky Star-Deer Park, LLC is a single asset real estate as defined
in 11 U.S.C. Section 101(51B). The company is based in Flushing,
N.Y.
Lucky Star-Deer Park and affiliates, Flushing Landmark Realty LLC
and Victoria Towers Development Corp., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos.
20-73301, 20-73302 and 20-73303) on Oct. 30, 2020. On Nov. 3,
2020,
another affiliate, Queen Elizabeth Realty Corp., filed a Chapter
11
petition (Bankr. E.D.N.Y. Case No. 20-73327). Judge Robert E.
Grossman oversees the cases, which are jointly administered under
Case No. 20-73301.
At the time of the filing, Lucky Star-Deer Park listed up to
$50,000 in assets and up to $500,000 in liabilities.
The Debtors tapped Rosen & Kantrow, PLLC as bankruptcy counsel;
Certilman Balin and The Law Offices of Fred L. Seeman as special
counsels; Joseph A. Broderick, P.C. as accountant; and Miu & Co.
as
audit consultant.
MATHIS & MATHIS: Seeks to Hire Hahn & Associates as Accountant
--------------------------------------------------------------
Mathis & Mathis, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to hire Thomas Hahn, CPA and
Hahn & Associates, P.C. as its accountant.
The firm will take charge of the preparation and filing of federal
and state tax returns that come due during the pendency of the
bankruptcy case.
The Debtor shall pay the firm a flat fee of $4,000 for each year
they prepare and file its federal and state tax returns.
The Debtor believes and represents that the accountant is a
disinterested person within the meaning of 11 U.S.C. Sec. 327.
The firm can be reached through:
Thomas Hahn, CPA
Hahn & Associates, P.C.
313 Park Ave
Falls Church, VA 22046
Phone: +1 703-533-3777
Email: thomas@hahn-cpa.com
About Mathis & Mathis
Mathis & Mathis, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 22-11022) on August
3, 2022. The Debtor disclosed under $50,000 in assets and $100,001
to $500,000 in liabilities. The Debtor is represented by Jonathan
Baird Vivona, Esq., at Vivona Pandurangi, PLC.
MGA MANAGEMENT: Wins Cash Collateral Access Thru Oct 31
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut, Hartford
Division, authorized MGA Management, LLC to use the cash collateral
of SecurityPlus Federal Credit Union on an interim basis in
accordance with the budget, with a 10% variance, through October
31, 2022.
The Debtor assert it is essential to its business and operations,
and the preservation of the value of its assets, that it obtain
interim access to cash receipts to pay business expenses necessary
to avoid irreparable harm to the estate.
As of the Petition Date, the Credit Union made loans to the Debtor
for which it received security interests.
As of November 5, 2019, for valuable consideration received, the
Debtor executed in favor of the Credit Union a Promissory Note in
the original principal amount of $1,600,000. As of the Petition
Date, the Debtor owes at least $1,785,037 on account of the Note.
An itemization of the foregoing is set forth in the Credit Union's
proof of claim, which Claim the Debtor does not contest at this
time.
The Debtor acknowledges (i) as of the Petition Date it owed at
least $1,785,037 to the Credit Union pursuant to the Loan
Documents; (ii) the Prepetition Obligations constitute legal,
valid, binding, and non-avoidable obligations of the Debtors that
are not subject to any challenge or defense pursuant to the Code or
applicable non-bankruptcy law; (iii) the Prepetition Obligations
were validly and properly accelerated by the Credit Union prior to
the Petition Date; (iv) as to the Prepetition Obligations or
payments thereon, the Debtors and their estates have no claims,
objections, challenges, causes of action, and/or choses in action;
(v) any amount owed on account of the Note is secured by valid,
properly perfected, enforceable and unavoidable first priority
security interests and/or liens in or against the all of the
Collateral.
As adequate protection, the Credit Union is granted a continuing
post-petition lien and security interest in all of the Debtor's
prepetition property as it existed on the Petition Date, of the
same type against which the Credit Union held validly perfected
liens and security interests as of the Petition Date; and a
continuing post-petition lien in all property acquired by the
Debtor after the Petition Date of the same type against which the
Credit Union held validly perfected liens and security interests as
of the Petition Date.
The Debtor will also provide a continuing postpetition liens
reflecting the Debtor's Adequate Protection payments of $11,928 as
expressed in the Budget.
The Credit Union's Replacement Liens will maintain the same
priority, validity, extent and enforceability as the Credit Union's
security interest and/or liens and liens had on the Prepetition
Collateral and will be recognized only to the extent of any actual
diminution in the value of the Prepetition Collateral resulting
from the use of cash collateral pursuant to the Order.
A further hearing on the matter is scheduled for October 27 at 2:30
p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3rhuzEl from PacerMonitor.com.
About MGA Management
MGA Management, LLC, is the fee simple owner of a real property
located in Hartford, Connecticut, having a current value of $3
million. MGA Management filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Conn.
Case No. 22-20315) on May 9, 2022. In the petition signed by
Michael Ancona, member, the Debtor listed $3,041,461 in total
assets and $1,452,000 in total liabilities.
Judge James J. Tancredi oversees the case.
Joseph J. D'Agostino, Jr., Esq., serves as the Debtor's counsel.
MICROVISION INC: MAVIN DR Dynamic Range Lidar Class 1 Compliant
---------------------------------------------------------------
MicroVision, Inc.'s MAVIN DR dynamic view lidar system is Class 1
laser product compliant. Class 1 laser products comply with laser
safety standards and present no hazard to the eye or skin,
according to the International Electrotechnical Commission (IEC).
Achieving Class 1 compliance is a key milestone toward securing OEM
partnerships, allowing MicroVision to begin sample sales and
allowing potential customers to develop lean system architectures
with unmatched system level safety guaranteed at lidar level
running in real-time logic. MicroVision believes that this
represents a huge advantage over all other current solutions. In
particular, MicroVision's pixel-by-pixel approach to Class 1
compliance, believed to be a first in the industry, is expected to
meet the high standards of OEMs.
MAVIN DR, MicroVision's lidar sensor featuring a dynamic field of
view, delivers high resolution at all ranges and with low latency,
enabling new ADAS safety features to achieve true highway-pilot
functionality that OEMs demand. To ensure system compliance to
current IEC standards, MicroVision's lidar system incorporates its
patented Automatic Emissions Controls (AEC) methodology. Pulses
that are hardware-encoded and timed within nanoseconds of each
other are used to qualify the safety of each and every pulse
emitted throughout the field of view. This represents the first
implementation of its kind that conforms to IEC specification with
safety compliance inside the lidar unlike other systems that rely
on more expensive sensor fusion implementations that may not be as
robust to IEC requirements.
"Given our 20-plus years of expertise developing products centered
on laser beam scanning technology, the Class 1 compliance process
is not new to the MicroVision team. We have navigated this process
before and are pleased to achieve this important milestone with our
MAVIN technology," said Sumit Sharma, CEO of MicroVision. "Right
from the start, we developed our lidar sensor with safety in mind,
incorporating our proprietary technologies, like AEC, to ensure
safe operation to Class 1 standards. Our team continues to
demonstrate its commitment to on-time delivery at the highest
quality levels, and I am grateful for their hard work."
About MicroVision
Microvision, Inc. -- http://www.microvision.com-- is a pioneering
company in MEMS based laser beam scanning technology that
integrates MEMS, lasers, optics, hardware, algorithms and machine
learning software into its proprietary technology to address
existing and emerging markets. The Company's integrated approach
uses its proprietary technology to provide solutions for automotive
lidar sensors, augmented reality micro-display engines, interactive
display modules and consumer lidar modules.
MicroVision reported a net loss of $43.20 million for the year
ended Dec. 31, 2021, a net loss of $13.63 million for the year
ended Dec. 31, 2020, a net loss of $26.48 million for the year
ended Dec. 31, 2019, and a net loss of $27.25 million for the year
ended Dec. 31, 2018. As of June 30, 2022, the Company had $107.19
million in total assets, $13.09 million in total liabilities, and
$94.10 million in total shareholders' equity.
MIDAS CONSTRUCTION: Seeks Cash Collateral Access
------------------------------------------------
Midas Construction, LLC asks the U.S. Bankruptcy Court for the
District of South Carolina for authority to use cash collateral.
The Debtor requires the use of cash collateral to continue with its
ordinary operations.
On June 21, 2022, the Debtor obtained $28,800 in funding from
Specialty Capital; Pledged accounts receivable and other
intangibles serve as collateral for the loan.
The Debtor contends the accounts receivable and intangibles
securing the obligation owed to Specialty Capital had value of
$2,500 as of the bankruptcy filing date and that those receivables
and intangibles constitute cash collateral.
The Debtor seeks to grant Specialty Capital a replacement lien on
its post-petition accounts receivable and intangibles in the amount
of $2,500.
A hearing on the matter is set for October 26 at 10:30 a.m.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3RnXuBv from PacerMonitor.com.
The budget provides for total expenses, on a monthly basis, as
follows:
$23,660 for October 2022;
$23,660 for November 2022;
$23,660 for December 2022;
$23,660 for January 2023;
$23,660 for February 2023; and
$23,660 for March 2023.
About Midas Construction, LLC
Midas Construction, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 22-02637) on
September 29, 2022. In the petition signed by Demetrie Wigfall, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Richard A Steadman, Jr., Esq., at Steadman Law Firm, P.A, is the
Debtor's counsel.
MOBIQUITY TECHNOLOGIES: Raises $532,500 From Securities Sale
------------------------------------------------------------
In September, 2022, Mobiquity Technologies, Inc. raised $532,500
from the sale of its restricted common stock at $1.25 per share
from several non-affiliated investors, as disclosed by the Company
in a Form 8-K filed with the Securities and Exchange Commission.
Exemption from registration is claimed under Rule 506 of the
Securities Act of 1933, as amended. No commissions were paid in
connection with the sale of common stock.
About Mobiquity
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc. is a
next generation, Platform-as-a-Service (PaaS) company for data and
advertising. The Company maintains one of the largest audience
databases available to advertisers and marketers through its data
services division. Mobiquity Technologies' Advangelists subsidiary
(www.advangelists.com) provides programmatic advertising
technologies and insights on consumer behavior. For more
information, please visit: https://mobiquitytechnologies.com/
Mobiquity reported a net comprehensive loss of $34.95 million for
the year ended Dec. 31, 2021, a net comprehensive loss of $15.03
million for the year ended Dec. 31, 2020, and a net comprehensive
loss of $44.03 million for the year ended Dec. 31, 2019. As of June
30, 2022, the Company had $5.11 million in total assets, $1.91
million in total liabilities, and $3.20 million in total
stockholders' equity.
Lakewood, Co-based BF Borgers CPA PC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
March 29, 2022, citing that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
MQ LAKEWOOD HILL: Sale of Parkwood Plaza Land to Henbell Approved
-----------------------------------------------------------------
Judge Mark X. Mullin of U.S. Bankruptcy Court for the Northern
District of Texas authorized MQ Lakewood Hill, LLC, and its
affiliates to sell to Henbell Properties, LLC, pursuant to their
Purchase and Sale Agreement, including all Amendments, the
following:
(i) real estate consisting of approximately 1.857 acres of
land, and being a portion of the 4.9 acre parcel located within
Parkwood Plaza (TAX account number 42407913), in Fort Worth,
Texas;
(ii) any and all improvements located on the Land; and
(iii) any and all rights, privileges, easements, obligations
and appurtenances benefiting the Land.
The Property does not include any declarant rights, developer
rights or similar rights of Seller to grant consent or approval
under the Declaration of Covenants, Conditions and Restrictions
dated Nov. 19, 2008 recorded under Instrument No. D208433503, the
Declaration of Covenants, Conditions and Restrictions dated Dec.
31, 2008 recorded under Instrument No. D209000023, the Declaration
of Restrictive Covuants and Signage Rights dated Dec. 31, 2008
recorded under Instrument No. D209000025, the Restrictive Covenant
Agreement dated Nov. 19, 2008 recorded under Instrument No.
D208433505, the Restrictive Use Covenant dated Dec. 31, 2008
recorded under Instrument No. D209000024, and any similar agreement
or restriction affecting the Property and certain adjacent real
property owned by the Seller or its affiliates.
The Purchase Price of Property is $970,850, payable to the Seller
in cash or immediately available U.S. funds at Closing. The exact
acreage will be determined by the Plat created during the
Inspection Period. If the Purchaser elects to increase or decrease
the Property size, the Purchase Price will be increased or
decreased at a price of $12 per square foot. Notwithstanding the
foregoing, the Purchase Price will not be less than $900,000.
The Sale is free and clear of all liens of any kind or nature
whatsoever except as set forth in the Order and in the APA, with
all such liens of any kind or nature whatsoever attaching to the
net proceeds of the sale.
Any due and owing any ad valorem property taxes will be paid at
Closing from sale proceeds in accordance with the APA with the
liens that secure all ad valorem property tax amounts ultimately
owed for tax year 2022 remaining attached to the Property and
becoming the responsibility of the Purchaser.
The Debtor is authorized and empowered to take such steps and to
perform such acts as may be necessary to implement and effectuate
the terms of the Order and the APA.
Notwithstanding anything to the contrary in the Motion, no broker
fees or commissions, attorney fees or expenses, operating/closing
costs or other charges and reserves (all as reflected in the
Henbell Waterfall admitted as an exhibit) will be paid in
connection with the closing of the sale of the Debtor's Property,
all of which fees, costs and expenses will be subject to future
order and approval by the Court upon notice and hearing.
The Debtor agrees to provide a draft closing statement to the
Bistum's counsel in advance of closing; and that closing costs will
be agreed to by the Debtor and Bistum and if agreement cannot be
reached, such disagreement will be brought before the Court in
advance of closing.
Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions
of the Order will be immediately effective and enforceable upon the
entry and the Debtor is authorized to immediately close the sale.
About MQ Lakewood Hill
MQ Lakewood Hill, LLC and its affiliates, MQ Lakewood Two, LLC and
MQ Lakewood Three, LLC, filed voluntary petitions for Chapter 11
protection (Bankr. N.D. Texas Lead Case No. 22-40852) on April 18,
2022. In its petition, MQ Lakewood Hill listed as much as $10
million in both assets and liabilities. Donald L. Silverman,
manager, signed the petition.
Judge Mark X. Mullin oversees the case.
Crowe & Dunlevy, P.C. and Elliott Thomason & Gibson, LLP serve as
the Debtor's bankruptcy counsel and special real estate counsel,
respectively.
MY 2011 GRAND: Sale Hearing on Brooklyn Property Set for October 6
------------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York authorized the bidding procedures of My 2011
Grand LLC and S&B Monsey LLCC relating to their auction sale of the
property located at 227 Grand Street, in Brooklyn, New York 11211,
and improvements including, without limitation, the leases with its
tenants and any other assets integral to the operation of the
Property.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Sept. 19, 2022, at 5:00 p.m. (ET)
b. Initial Bid: TBD
c. Deposit: 10% hard deposit
d. Auction: The Auction was to be conducted at 3:30 p.m. (ET)
on Sept. 20, 2022 at the offices of Akerman LLP, 1251 Avenue of the
Americas, 37th Floor, New York, New York.
e. Bid Increments: TBD
f. Sale Hearing: Oct. 6, 2022, at 10:00 a.m. or such other
date and time that the Court may later direct
g. Sale Objection Deadline: Oct. 4, 2022 at 5:00 p.m. (ET)
h. Closing: The he Successful Bidder will close the sale by
Oct. 14, 2022. To the extent the Successful Bidder fails to
consummate the Sale, the Backup Bidder will consummate the Sale in
accordance with the Order and the Bidding Procedures by no later
than Oct. 14, 2022.
227 Grand is deemed to be a Qualified Bidder and its bid is deemed
to be a Qualified Bid and could ultimately qualify as a Successful
Bid and become the Successful Bidder as provided for in the Bidding
Procedures.
Promptly after the conclusion of the Auction, if any, and the
selection of the Successful Bid(s) and Backup Bid(s), the Debtors
will (i) file with the Court the Notice of Auction Results and
serve it upon the parties-in-interest.
The sale will be free and clear of all liens, claims, encumbrances,
and interests.
The Debtors will file a form of order approving the Sale within
three days after the Auction. To the extent the Plan is confirmed,
the terms of the order approving the Sale will be incorporated into
the Plan.
Notwithstanding any Bankruptcy Rule (including, without limitation,
Bankruptcy Rule 6004(h), 7062 or 9014) or Local Rule that might
otherwise delay the effectiveness of the Order, its terms and
conditions will be immediately effective and enforceable upon its
entry.
The Debtors are authorized to take all actions necessary to
effectuate the relief granted pursuant to the Order to implement
the Bidding Procedures.
A copy of the Bidding Procedures is available for free at
https://tinyurl.com/4uh6pt4s from PacerMonitor.com free of charge.
About MY 2011 Grand LLC
MY2011 Grand has an equitable interest in Grand Living LLC II, the
Mezz owner of Grand Living LLC, the owner of the property located
at 227 Grand Street Brooklyn, NY 11211. The current value of the
Debtor's interest is $12.80 million.
S & B Monsey has an equitable interest in Grand Living LLC II, the
Mezz owner of Grand Living LLC, the owner of the property located
at 227 Grand Street Brooklyn, NY 11211. The current value of the
Debtor's interest is $13.2 million.
MY 2011 Grand LLC and S & B Monsey filed voluntary petitions under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No.19-23957) on Nov. 6, 2019. The petitions were signed by David
Goldwasser, authorized signatory of GC Realty Advisors.
At the time of filing, MY2011 Grand and S & B Monsey each
estimated
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.
The Debtors are represented by Mark A. Frankel, Esq. at Backenroth
Frankel & Krinsky, LLP, as counsel.
MYOMO INC: No Decision Yet on Benefit Category Change Application
-----------------------------------------------------------------
The Centers for Medicare and Medicaid Services issued final benefit
category and payment determinations for its first semi-annual
coding cycle for Level II Healthcare Common Procedure Coding System
("HCPCS") codes, which were requested by applying companies and
presented at the HCPCS public meeting in June 2022.
Myomo, Inc. presented its request for a benefit category change for
its MyoPro products at that public meeting. The Company requested
that CMS reclassify the MyoPro as a brace, which is reimbursable on
a lump sum basis, rather than its existing classification as
durable medical equipment, which is reimbursable on a rental basis.
In its determinations, CMS stated that it needs more time to
evaluate the scope of the benefit for arm and leg braces generally
and elected not to make a determination at this time on the
Company's benefit category change application. The full text of
CMS' final determinations has been published and is available from
CMS.
In rulemaking, CMS has indicated that benefit category
determinations under complex circumstances can take several months
until a subsequent coding cycle, which in this case began in July
2022. Final determinations from the current coding cycle are
expected to be published by CMS during the first quarter of 2023.
About Myomo
Headquartered in Cambridge, Massachusetts, Myomo, Inc. --
http://www.myomo.com-- is a wearable medical robotics company
that
offers expanded mobility for those suffering from
neurologicaldisorders and upper limb paralysis. Myomo develops and
markets the MyoPro product line. MyoPro is a powered upper limb
orthosis designed to support the arm and restore function to the
weakened or paralyzed arms of patients suffering from CVA stroke,
brachial plexus injury, traumatic brain or spinal cord injury, ALS
or other neuromuscular disease or injury.
Myomo reported a net loss of $10.37 million for the year ended Dec.
31, 2021, a net loss of $11.56 million for the year ended Dec. 31,
2020, a net loss of $10.71 million for the year ended Dec. 31,
2019, and a net loss of $10.32 million for the year ended Dec. 31,
2018. As of June 30, 2022, the Company had $14.56 million in total
assets, $4.21 million in total liabilities, and $10.35 million in
total stockholders' equity.
NEW COAT PAINTING: Wins Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Gainesville Division, authorized New Coat Painting, Inc. to use
cash collateral on an interim basis in accordance with the budget,
with a 5% variance.
The Debtor requires the use of cash collateral to fund critical
operations.
The Debtor asserts that it has received funding from Advance
Financial Corp., Breakout Capital, LLC, Fundbox, Kabbage, and
Legend Advance Funding II, LLC, who assert security interests in
certain of the Debtor's personal property.
The revenue from the Debtor's business may constitute cash
collateral as that term is defined in 11 U.S.C. section 363. The
Debtor believes AFC, Breakout, and the MCAs may assert an interest
in the cash collateral. The Debtor is not aware of any other
creditor asserting an interest in the cash collateral.
As adequate protection, AFC, Breakout, and the MCAs are granted
valid and properly-perfected liens on all property acquired by the
replacement lien in post-petition collateral of the same Debtor
after the Petition Date to the same extent, validity, and priority
as AFC and the MCAs' respective pre-petition collateral positions,
except that no replacement lien will attach to the proceeds of any
avoidance actions under Chapter 5 of the Bankruptcy Code. The
Adequate Protection Lien will be deemed automatically valid and
perfected upon entry of the Order.
A final hearing on the matter is scheduled for October 6, 2022 at
10:30 a.m.
A copy of the order and the Debtor's four-week budget is available
at https://bit.ly/3SoMHrM from PacerMonitor.com.
The Debtor projects total outflows, on a weekly basis, as follows:
$42,610 for Week 7; and
$42,610 for Week 8.
About New Coat Painting, Inc.
New Coat Painting, Inc. provides commercial and residential
painting and all papering services. Since its inception, Debtor has
operated proudly and profitably until 2021 when a growth explosion
created a strain on the company's financial resources.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20742-jrs) on August
4, 2022. In the petition signed by William Beasley, CFO, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge James R. Sacca oversees the case.
Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the
Debtor's counsel.
O'BRIEN FAMILY: $2.71-Mil. Sale of Fort Lauderdale Property Granted
-------------------------------------------------------------------
Judge Peter D. Russin of the U.S. Bankruptcy Court for the Southern
District of Florida authorized The O'Brien Family Trust's sale of
its residential real property located at 2817 N. Atlantic Blvd., in
Fort Lauderdale, Florida 33308, to Carlo Hermo and Claudia Marcela
Hermo (or related entity) for $2.71 million.
The Property is legally described as LAUDERDALE BEACH 4-2 B LOT 9 E
20.8 LESS S 25 LOT 10 LESS S 25 BLK 7.
The Sale is free and clear of all liens and encumbrances, on the
terms and conditions set forth in the Order and pursuant to the
Debtor's plan of reorganization.
The 14-day requirement set forth in Bankruptcy Rule of Civil
Procedure 6004(h) is waived.
The bankruptcy case is In re: The O'Brien Family Trust, Case No.
22-14760- PDR (Bankr. S.D. Fla.).
OAKVIEW FARMS: Nov. 2 Hearing on Approval of Disclosure Statement
-----------------------------------------------------------------
Judge Eduardo Rodriguez will convene a hearing to consider the
approval of the Disclosure Statement of Oakview Farms, LLC, at the
United States Courthouse, Bob Casey Federal Building, 515 Rusk
Ave., Courtroom #402, Houston, Texas, 77002 on Nov. 2, 2022 at 3:30
p.m. (Central Standard Time).
Oct. 26, 2022, is fixed as the last day for filing and written
objections to the Disclosure Statement.
About Oakview Farms
Oakview Farms, LLC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 22-31588) on June 7,
2022. At the time of the filing, the Debtor listed as much as $10
million in both assets and liabilities.
The case is assigned to Judge Eduardo V. Rodriguez.
Susan Tran Adams, Esq., at Tran Singh, LLP, is the Debtor's
counsel.
ONE CALL: Moody's Cuts CFR to Caa1 & Secured First Lien Debt to B2
------------------------------------------------------------------
Moody's Investors Service downgraded One Call Corporation's
ratings, including the Corporate Family Rating to Caa1 from B3, the
Probability of Default Rating to Caa1-PD from B3-PD and Senior
Secured First Lien Revolving Credit Facility and Senior Secured
First Lien Term Loan B Rating to B2 from B1. Moody's also affirmed
the Senior Secured Second Lien Notes Rating at Caa2. The outlook
remains stable.
The ratings downgrade reflects the company's challenges to grow
earnings and reduce its very high leverage which stood at over 10x
as of June 30, 2022. Despite initiatives to improve operating
performance and preserve cash, and Paying-In-Kind interest on the
second lien notes, Moody's expects One Call to generate small
positive free cash flow which will not allow for material debt
repayment. Without a material improvement in operating performance
and meaningful debt reduction, Moody's expects One Call's capital
structure to become increasingly unsustainable.
Governance risk considerations are material to the rating action.
One Call faces high governance risk reflecting a very aggressive
financial policy with regards to sustained elevated leverage.
Governance risk is further exacerbated by private equity ownership,
which increases the risk of shareholder friendly actions that come
at the expense of creditors. The company had recourse to distressed
exchanges in 2019.
Downgrades:
Issuer: One Call Corporation
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured 1st Lien Revolving Credit Facility, Downgraded to
B2 (LGD2) from B1 (LGD2)
Senior Secured 1st Lien Term Loan B, Downgraded to B2 (LGD2) from
B1 (LGD2)
Affirmations:
Issuer: One Call Corporation
Senior Secured 2nd Lien Notes, Affirmed Caa2 (LGD5)
Outlook Actions:
Issuer: One Call Corporation
Outlook, Remains Stable
RATINGS RATIONALE
The Caa1 CFR reflects One Call's very high financial leverage
(10.8x debt/EBITDA in the twelve months ended June 30, 2022) and
the constraints that high leverage puts on the company's financial
flexibility. The rating also reflects the company's challenges to
grow earnings. The coronavirus pandemic together with the loss of a
large contract have hindered management's efforts to reduce costs
and improve efficiencies. As a result, leverage has remained very
high and free cash flow does not allow for debt repayment. Moody's
believes that absent an improvement in operating performance and a
reduction in financial leverage, the company's capital structure
will become unsustainable. The rating is constrained by the
company's considerable concentration of revenues with its largest
customers. These credit challenges are balanced by One Call's
leading market position in the stable workers' compensation cost
containment services industry and good geographic and product
diversity. The company also maintains good liquidity with no
immediate debt maturities.
Moody's expects One Call to maintain good liquidity and generate at
least $10 million of free cash flow over the next 12 months after
PIK interest. This reflects modest EBITDA growth and capex of $32
million in 2022 and 2023. Liquidity is supported by a $60 million
revolving credit facility that expires in April 2026. The credit
facility was undrawn as of June 30, 2022 that Moody's expect will
be largely unused. Liquidity is further supported by its existing
$75 million A/R facility due 2024 (unused as of June 30, 2022) and
$22 million of cash as of June 30, 2022, and no meaningful debt
maturities until 2026. There are no financial maintenance covenants
under the first lien term loan. However, the revolver features a
springing maximum first lien leverage covenant requirement of 5.5x
that will be tested if revolver borrowings exceed 35% utilization.
Moody's expect the company will have sufficient cushion. Alternate
liquidity sources are limited, as the company's assets are fully
encumbered by the senior secured credit facility.
The $700 million first lien term loan due April 2027 and $60
million first lien revolver due April 2026 are rated B2, two
notches above the Caa1 CFR, benefiting from the relatively large
proportion of second lien debt in the capital structure. The $450
million second lien notes due November 2028 are rated Caa2,
reflecting their junior position relative to the first lien debt.
ESG considerations are material to One Call's credit profile. One
Call's credit exposure to governance considerations is highly
negative reflecting a very aggressive financial policy with regards
to sustained elevated leverage. Governance risk is further
exacerbated by private equity ownership, which increases the risk
of shareholder friendly actions that come at the expense of
creditors and has used debt exchanges and recapitalization
transaction. Positive social considerations include the growing
demand from payors to improve the value of care while controlling
their costs. In this respect, One Call has a strong track record of
managing physical therapy claims at a significantly lower cost than
many insurers or PPO networks.
The rating outlook is stable. Moody's expects One Call will manage
to grow earnings modestly over the next 12-18 month and that
leverage will remain above 9x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if liquidity deteriorates, or
Moody's believes that the company's capital structure is becoming
unsustainable. The ratings also could be downgraded if the company
fails to generate enough earnings to cover all of its fixed
charges. The ratings could be upgraded if One Call improves
operating results, consistently generates positive free cash flow,
or in case of a cash infusion from its shareholders.
Quantitatively, the ratings could be upgraded is leverage is
sustained below 7.5 times.
One Call Corporation provides cost containment services related to
workers' compensation claims. The company acts as an intermediary
between healthcare providers, payors and patients. Customers
include insurance carriers, third-party administrators,
self-insured employers, and state funds in the workers compensation
industry. Revenues are approximately $1.1 billion. The company is
owned by affiliates of KKR, Blackstone Credit, and funds managed by
Chatham Asset Management LLC. One Call does not publicly disclose
its financial results.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
OVERLOOK ROAD: Unsecureds Likely to Recover 100% in Sale Plan
-------------------------------------------------------------
The Overlook Road Los Gatos Development, LLC, filed with the U.S.
Bankruptcy Court for the Northern District of California a Combined
Chapter 11 Plan of Reorganization and Disclosure Statement.
In 2018, Debtor was created for the purpose of purchasing,
improving, and selling Overlook. Debtor's owners are James
McClenahan and Ali Abiani.
The Overlook project was financed by a $2.2 million construction
loan from Anchor loans, and, as needed, by additional loans from
the individuals and entities identified as Class 1 secured
creditors. The Overlook property is situated on one acre, located
on a hillside above downtown Los Gatos, enjoying a view of the
Santa Clara Valley.
Overlook is completely framed and 85% completed. The project fell
behind schedule on account of increased costs. This Chapter 11 was
filed to stop a trustee's sale that had been published by secured
creditor Northpoint Capital Fund, LLC.
Funding to complete the Overlook project will be provided by
McClenahan and/or Eagle Home Loans, Inc., an entity owned by
McClenahan. The estimated cost to complete is $352,300.
Debtor owns a 100% fee interest in Overlook. The Property consists
of a single family residence, a spec home, that is under
construction, but nearing completion. Debtor expects to sell
Overlook at or near its fair market value and pay all Class 1
claims in full from an escrow that will be open. The estimated time
for completion of the project and sale of Overlook is nine months.
Post-confirmation interest on all Class 1 claims shall accrue
interest at 10% per year from and after the Effective Date of the
Plan.
Class 2(a) consists of General Unsecured Claims. Creditors will
receive a pro-rata share, likely to result in a 100.00% recovery of
allowed claims, of a fund created by the Sale Proceeds. Pro-rata
means the entire amount of the fund divided by the entire amount
owed to creditors with allowed claims in this class. A lump sum
distribution will be made within 60 days after the sale and escrow
closing of Overlook.
Estimated Amount of Unsecured Claims including disputed claims
total $37,632.
Debtor shall retain its current ownership interests, and Saul
Flores, Debtor's manager, shall retain his position without
compensation.
On the Effective Date, all property of the estate and interests of
the Debtor will vest in the reorganized Debtor pursuant to §
1141(b) of the Bankruptcy Code free and clear of all claims and
interests except as provided in this Plan.
Debtor is informed and believes that Anchor Loans commissioned an
appraisal of Overlook, and that, based on the comparable sales
used, resulted in an average price per square foot of $1,314.
Applying that number against Overlook's projected square footage of
5,328 yields a value of $7 million. Backing out costs to complete,
Debtor estimates that the as-is value of Overlook to be $6.2
million.
A full-text copy of the Combined Plan and Disclosure Statement
dated September 26, 2022, is available at https://bit.ly/3E76s38
from PacerMonitor.com at no charge.
Debtor's Counsel:
Stanley A. Zlotoff, Esq.
Stanley A. Zlotoff, A Professional Corporation
300 S. First St. Suite 215
San Jose, CA 95113
Tel: (408) 287-5087
Fax: (408) 287-7645
Email: zlotofflaw@gmail.com
About The Overlook Road Los
Gatos
The Overlook Road Los Gatos Development LLC is a Single Asset Real
Estate (as defined in 11 U.S.C. Sec. 101(51B)).
The Overlook Road Los Gatos Development sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No.
22-50557) on June 29, 2022, listing up to $50,000 in assets and up
to $10 million in liabilities. Saul Flores, managing member, signed
the petition.
Stanley A. Zlotoff, Esq., at Stanley A. Zlotoff, A Professional
Corporation is the Debtor's legal counsel.
PHI GROUP: Delays Form 10-K Filing for Review
---------------------------------------------
PHI Group, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its Annual
Report on Form 10-K for the year ended June 30, 2022.
The Company is unable to file, without unreasonable effort and
expense, its Form 10-K due to the requirement for additional time
by the auditors to review its financial information to be included
in the referenced Form 10-K.
About PHI Group
Headquartered in Irvine, California, PHI Group, Inc.
(www.phiglobal.com) primarily focuses on advancing PHILUX Global
Funds, a group of Luxembourg bank funds organized as "Reserved
Alternative Investment Fund", and building the Asia Diamond
Exchange in Vietnam. The Company also engages in mergers and
acquisitions and invests in select industries and special
situations that may substantially enhance shareholder value.
PHI Group reported a net loss of $6.55 million for the year ended
June 30, 2021, a net loss of $1.32 million for the year ended June
30, 2020, and a net loss of $2.93 million for the year ended June
30, 2019. As of March 31, 2022, the Company had $5.29 million in
total assets, $6.24 million in total liabilities, and a total
stockholders' deficit of $946,420.
Bangalore, India-based M.S. Madhava Rao, the Company's auditor,
issued a "going concern" qualification in its report dated Nov. 7,
2021, citing that the Company has an accumulated deficit of
$50,563,530 and had a negative cash flow from operations amounting
to $79,446 for the year ended June 30, 2021. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
PHOENIX SERVICES: Oct. 5 Deadline Set for Panel Questionnaires
--------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case Phoenix Services Topco,
LLC, et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a Questionnaire
available at https://bit.ly/3rjHUMF and return by email it to
Linda Casey -- Linda.Casey@usdoj.gov -- at the Office of the
United States Trustee so that it is received no later than 4:00
p.m., on Oct. 5, 2022.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Phoenix Services
Phoenix Services provides mission-critical services to leading,
global steel-producing companies. This suite of customer services
primarily includes the removal, handling, and processing of molten
slag at customer sites, as well as the preparation and
transportation of metal scraps, raw materials, and finished
products.
On Sept. 27, 2022, Phoenix Services Holdings Corp. and 8 affiliates
sought Chapter 11 bankruptcy protection. The lead case is In re
Phoenix Services Topco, LLC (Bankr. D. Del. Lead Case No.
22-10906).
The Hon. Mary F. Walrath is the case judge.
Phoenix Services estimated $500 million to $1 billion in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Weil, Gotshal & Manges LLP as attorneys;
Richards, Layton & Finger, P.A., as Delaware counsel; AlixPartners
as financial advisor, and PJT Partners Inc. as investment banker.
Stretto is the claims agent.
PHOENIX SERVICES: Seeks Cash Collateral Access, $200MM DIP Loan
---------------------------------------------------------------
Phoenix Services Topco, LLC and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware, for authority to use cash
collateral and obtain postpetition financing.
The Debtors seek to obtain postpetition financing and approval of
their entry into a superpriority senior secured
debtor-in-possession credit facility in an aggregate principal
amount of up to $200 million provided by Credit Suisse Loan Funding
LLC, and agented by Wilmington Savings Fund Society, FSB, which
consists of:
* a $50 million new money term loan facility; and
* a $150 million roll-up term loan facility.
Under the New Money Facility, the Debtors may draw up to $25
million on an interim basis. The remaining amount will be
available subject to satisfaction of certain milestones and
conditions precedent.
The DIP Loan Agreement provides for certain milestones related to
the Chapter 11 Cases, including:
a. Entry of the Interim Order;
b. Filing a Disclosure Statement and an Acceptable Plan;
c. Entry of an order approving the Disclosure Statement, and
such order to be in form and substance satisfactory to the Required
Lenders; and
d. Entry of an order confirming an Acceptable Plan, and such
order to be in form and substance satisfactory to the Required
Lenders.
The DIP Credit agreement will be in effect through earliest of:
a. the date that is 6 months after the Closing Date, as such
date may be extended as described below;
b. the date on which all Loans are accelerated and all
unfunded Commitments (if any) have been terminated in accordance
with the DIP Credit Agreement, by operation of law or otherwise,
c. the date the Bankruptcy Court orders a conversion of the
Chapter 11 Cases to a chapter 7 liquidation or the dismissal of the
chapter 11 case of any Debtor,
d. the closing of any sale of assets pursuant to Section 363
of the U.S. Bankruptcy Code, which when taken together with all
other sales of assets since the Closing Date, constitutes a sale of
all or substantially all of the assets of the Loan Parties and;
e. the Plan Consummation Date.
The agreement includes these financial covenants:
a. Domestic Minimum Liquidity: Commencing with the first full
calendar week after the Petition Date, the Debtors shall maintain
Domestic Liquidity of not less than $5,000,000 as of the last
business day of each calendar week.
b. Permitted Variance: The Debtors shall not permit: (i) for
the rolling four-week period ending on any Testing Date, the
Debtors' Actual Disbursements (in the aggregate) to be more than
115% of the projected disbursements (in the aggregate) as set forth
in the Approved Budgets with respect to such period; and (ii) for
the rolling four-week period ending on any Testing Date, the
Debtors’ Actual Receipts (in the aggregate) to be less than 80%
of the projected receipts (in the aggregate) as set forth in the
Approved Budgets with respect to such period. For the avoidance of
doubt, for purposes of budget variance testing, (w) the
amounts set forth in the Approved Budget under "Professional Fees",
(x) the amounts set forth in the Approved Budget under "Debt
Services", (y) adequate protection costs and (z) the amounts set
forth in the Approved Budget under "Capital Expenditures -- Growth"
shall be excluded.
As of the Petition Date, the Debtors have approximately $6 million
in cash on hand and require immediate access to the DIP Financing
and cash collateral to ensure that they have sufficient liquidity
to operate their business while in bankruptcy.
The Debtors other than Phoenix Topco and Phoenix Services Parent,
LLC have outstanding first lien secured debt obligations under that
certain First Lien Credit Agreement, dated as of March 1, 2018,
among Phoenix Services International LLC (as successor by merger to
Phoenix Services Merger Sub, LLC), as borrower, Phoenix Services
Holdings Corp., Barclays Bank PLC, as administrative agent for the
lenders, and the lenders and issuing banks party thereto from time
to time. As of the Petition Date, the aggregate principal amount
outstanding under the First Lien Credit Agreement is approximately
$510 million.
The First Lien Revolving Facility is fully drawn as of the Petition
Date and includes undrawn letters of credit in the amount of $6
million. The First Lien Revolving Facility matures on March 1,
2023, while the First Lien Term Loans mature on March 1, 2025.
The Debtors require immediate access to debtor-in-possession
financing and cash collateral to ensure (a) sufficient working
capital to operate their business and to administer their estates,
(b) the Debtors execute their strategy with respect to the
re-negotiation of the Customer Contracts prior to exiting
bankruptcy, and (c) the ability to timely pay administrative
expenses incurred during the chapter 11 cases.
As security for any Diminution in Value, the Lenders will be
granted additional and replacement, valid, binding, enforceable,
non-avoidable, and effective and automatically perfected
postpetition security interests in and liens as of the date of the
Interim Order, without the necessity of the execution by the
Debtors.
As further adequate protection, the Lenders will be granted allowed
administrative expense claims in each of the Cases ahead of and
senior to any and all other administrative expense claims in such
Cases to the extent of any postpetition Diminution in Value, but
junior to the Carve Out and the DIP Superpriority Claims.
The "Carve Out" means the sum of (i) all fees required to be paid
to the Clerk of the Court and to the United States Trustee under 28
U.S.C. section 1930(a) plus interest at the statutory rate; (ii)
all reasonable fees and expenses up to $50,000 incurred by a
trustee under section 726(b) of the Bankruptcy Code; (iii) all
accrued and unpaid fees and expenses incurred by persons or firms
retained by the Debtors and the Committee pursuant to sections 328
or 1103 of the Bankruptcy Code at any time before or on the first
business day following delivery by the DIP Agent; and (iv)
Professional Fees of Professional Persons in an aggregate amount
not to exceed $1,000,000 incurred after the first business day
following delivery by the DIP Agent of the Carve Out Trigger
Notice.
A copy of the motion is available at https://bit.ly/3Rh00ta from
PacerMonitor.com.
About Phoenix Services Topco, LLC
Phoenix Services Topco, LLC provides a suite of services to global
steel-producing companies, primarily including the removal,
handling, and processing of molten slag at customer sites, as well
as the preparation and transportation of metal scraps, raw
materials, and finished products.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 22-10906) on September 27,
2022. Nine affiliates concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code. Phoenix Services
Topco, LLC is the lead case.
In the petitions signed by Robert A. Richard, chief financial
officer, the Debtor disclosed up to $1 billion in both assets and
liabilities.
Judge Mary J. Walrath oversees the case.
The Debtors tapped Weil, Gotshal, and Manges LLP as legal counsel,
AlixPartners, LLP as financial advisor, PJT Partners Inc. as
investment banker, and Stretto as claims and noticing agent.
Barclays Bank PLC, as DIP/First Lien Group lender, is represented
by:
Scott Greenberg, Esq.
Steven A. Domanowski, Esq.
Matthew Williams, Esq.
Jason Goldstein, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York 10166
Credit Suisse Loan Funding LLC, as DIP Lender, is represented by:
Laura Davis Jones, Esq.
Pachulski Stang Ziehl & Jones LLP
919 N. Market Street, 17th
Floor, P.O. Box 8705
Wilmington, DE 19899
PRIME ECO: Seeks to Hire Dick Law as Special Litigation Counsel
---------------------------------------------------------------
Prime Eco Group, Inc. and Prime Eco Supply, LLC seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire Dick Law Firm as its special litigation counsel.
The firm's representation include the Debtors' representation in
all legal aspects to prosecute any and all of Debtors' claims
against any insurance company (or responsible third-parties as
determined solely by the Attorney) for damages relating to the
insurance policies owned or maintained by the Debtors.
The firm charges a contingency fee of 33 1/3 percent of all the
total recovery before deducting expenses, fees are increased to 40
percent of gross recovery if a lawsuit is filed, and 45 percent
after completion of appraisal, which includes all expenses relative
to the representation of the Debtors.
Dick Law represents no interest adverse to the estate in the
matters upon which has been or is to be engaged, according to court
filings.
The firm can be reached through:
Eric B. Dick, Esq.
DICK LAW FIRM, PLLC
3701 Brookwoods Dr
Houston, TX 77092
Telephone: (844) 447-3234
About Prime Eco Group and Prime Eco Supply
Prime Eco Group, Inc. is a manufacturer of specialty chemicals in
Wharton, Texas.
Prime Eco Group and its affiliate, Prime Eco Supply, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 21-32560) on July 30, 2021. At the time of the
filing, Prime Eco Group disclosed $3,057,685 in assets and
$3,587,476 in liabilities while Prime Eco Supply disclosed $107,969
in assets and $527,681 in liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped the Law Office of Margaret M. McClure as
bankruptcy counsel, Edgardo E. Colon P.C. as special counsel,
Abunden LLC as financial advisor, and Wells & Bedard P.C. as
accountant.
RAINBOW LAND: Makes Amendments to Plan Disclosures
--------------------------------------------------
Rainbow Land & Cattle Company, LLC, filed a Third Amendment to the
Disclosure Statement explaining its Chapter 11 Plan.
The Debtor's Disclosure Statement shall be amended as follows:
1. Section 5.1 of the Disclosure Statement shall be deleted in
its entirety and replaced with the following:
5.1 Administrative Claims
(A) Attorneys Fees. The Debtor will be obligated to pay
attorneys fees and costs owed to Estes Law, P.C. and Allison
MacKenzie, subject to Court approval. Estes Law, P.C., has a
current outstanding balance for fees and costs the amount of
$33,644.16. The Debtor estimates that Estes Law, P.C., will incur
another $10,000 in fees and costs through plan confirmation. Estes
Law, P.C. is currently holding a $29,368.32 retainer in its trust
account. Allison MacKenzie has a current outstanding balance for
fees and costs in the amount of $30,351.65. The Debtor does not
estimate that Allison MacKenzie will incur any further fees and
costs. Allison MacKenzie is currently holding a $5,000 retainer in
its trust account.
(B) Experts. The Debtor has retained experts in relation to
its Plan of Reorganization. The Debtor has retained B. Kent Vollmer
as its real property appraiser and valuation expert. The Debtor
believes that B. Kent Vollmer will be owed $6,200.00 through plan
confirmation, and Mr. Vollmer is holding a retainer in the amount
of $3,200.00. The Debtor has retained Arthur Hill as its RV Park
feasibility expert. The Debtor anticipates that Mr. Hill will be
owed $3,000.00. Mr. Hill is holding a retainer in the amount of
$1,800.00. The Debtor has retained Timothy Nelson as its interest
rate and plan feasibility expert. The Debtor anticipates that Mr.
Nelson will be owed $6,000.00. Mr. Nelson is currently holding
$3,500.00 as a retainer.
(C) U.S. Trustee Fees. All fees required to be paid to the
United States Trustee will be paid in full upon the Effective Date
of the Debtor's Plan. U.S. Trustee fees due in this case have been
paid.
2. Exhibit "C" to the Debtor's Disclosure Statement shall be
deleted and replaced with the Exhibit "C" attached hereto. Exhibit
"D" to the Debtor's Disclosure Statement shall be deleted and
replaced with the Exhibit "D" with the following link:
https://bit.ly/3fjo2qd attached hereto.
3. Section 4.1 of the Debtor's Disclosure Statement shall be
deleted in its entirety and replaced with the following:
4.1 Description of Real Property
The Debtor owns 491.36 acres of undeveloped real property
located in Caliente, Nevada, along with approximately 497.60 acre
feet of water rights.
4. Exhibit "E" to the Debtor's Disclosure Statement shall be
deleted and replaced with the Exhibit "E" with the following link:
https://bit.ly/3C7oxwo attached hereto.
5. The interest rate under sections 8.2.1(c) and 8.2.2(c) shall
be amended and changed from 3.25% to 5.5%.
The hearing will be on October 5, 2022 at 9:30 a.m.
Counsel for the Debtor:
Holly E. Estes, Esq.
ESTES LAW, P.C.
605 Forest Street
Reno, NV 89509
Telephone: (775) 321-1333
Facsimile: (775) 321-1314
E-mail: hestes@esteslawpc.com
A copy of the Third Amendment to Debtor's Disclosure Statement
dated Sept. 21, 2022, is available at https://bit.ly/3faKuS9 from
PacerMonitor.com.
About Rainbow Land & Cattle Company
Rainbow Land & Cattle Company, LLC, a privately held company
engaged in activities related to real estate, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
19-50627) on May 30, 2019. The petition was signed by John H.
Huston, its managing member. The Debtor previously sought
bankruptcy protection (Bankr. D. Nev. Case No. 12-14009) on April
4, 2012.
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
The case has been assigned to Judge Bruce T. Beesley. The Debtor
tapped Holly E. Estes, Esq., at Estes Law, P.C., as legal counsel,
Timothy W. Nelson as an interest rate expert, Arthur J. Hill as a
feasibility expert, and B. Kent Vollmer as real estate appraiser
and valuation expert.
RAYMOND MARK LEICH: Proposed $660K Sale of Tampa Property Approved
------------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Raymond Mark Leich's sale of the
real property located at the address of 2413 Bayshore Boulevard,
Unit 2001, in Tampa, Florida 33629-7336, for $660,000.
The notice period provided in Bankruptcy Rule 2002 is shortened to
facilitate emergency consideration of the Motion.
The Reorganized Debtor is authorized to sell any interest in the
Homestead Property, which is more particularly described as: Unit
2001, The Atrium on the Bayshore, a Condominium, according to the
Declaration thereof as recorded in Official Records Book 3965, Page
652, and any amendments thereto and being further described in the
map or plat thereof as recorded in Condominium Plat Book 4, Page
44, Public Records of Hillsborough County, Florida.
The Reorganized Debtor is authorized to execute any contracts,
agreements, or other documents necessary to effectuate the sale of
the Homestead Property. The anticipated net sales price is
sufficient to pay Barclays Mortgage in full, and the rights of
Barclays Mortgage will not be impaired in any manner by the sale of
the Homestead Property. To the extent that the sale contemplated
by the pending sale contract does not close, any sale of the
Homestead Property will be in an amount sufficient to satisfy in
full the claim of Barclays Mortgage. Barclays Mortgage will be
paid in full directly by the title company concurrent with the
closing of the sale of the Homestead Property.
Counsel for Leich will provide counsel for Barclays Mortgage a copy
of the HUD-1 statement prior to closing. Leich will use best
efforts to continue to make the payments due to Barclays Mortgage
under the confirmed Plan until Barclays Mortgage is paid in full at
the closing of the sale, and nothing in the Order will modify the
Agreed Order Granting Barclays Mortgage Trust 2021-NPL1,
Mortgage-Backed Securities, Series 2021-NPL1, by U.S. Bank National
Association, as Indenture Trustee’s Motion for Relief from the
Automatic Stay.
The Plan and Confirmation Order vested all property in the
Reorganized Debtor free and clear of all liens, claims, and
encumbrances unless specifically preserved by the Plan. The
judgment liens of Moody Capital, Inc., Two Barbers, Inc., and
Destination Studios, LLC were avoided by the Confirmation Order,
and the Homestead Property may be sold free and clear of any lien,
claim, encumbrance or interest of Moody Capital, Two Barbers, or
Destination.
After payment in full of the claim of Barclays Mortgage, customary
closing costs, and the broker's commission, Leich is authorized to
pay to the Sale Proceeds Distribution Waterfall, and Sale Proceeds
Distribution Waterfall is approved. To the extent the net sale
proceeds are not sufficient to pay the amounts contemplated by the
Sale Proceeds Distribution Waterfall, the Equity Rollover to New
Homestead will be reduced or eliminated. If the net sale proceeds
are not sufficient to pay all of the distributions contemplated by
the Sale Proceeds Distribution Waterfall, the distributions will be
reduced or eliminated in the following order: (i) Operating
Reserve, (ii) Vehicle Purchase, (iii) Unsecured Creditor
Distribution Fund, (iv) Destination, (v) Two Barbers, (vi) First
Citrus Bank, and (vii) Bush Ross, P.A.
The closing agent or title agent is authorized to make the
following distributions at closing contemplated by the Sale
Proceeds Distribution Waterfall to pay (i) the Broker's Commission,
(ii) all customary closing costs, (iii) Barclays Mortgage, (iv)
First Citrus Bank, and (v) Destination. The amounts provided in
the Sales Proceeds Distribution Waterfall for (i) Bush Ross, (ii)
Two Barbers, (iii) the Unsecured Creditor Distribution Fund, (iv)
the Vehicle Purchase, (v) the Operating Reserve, and (vi) the
Equity Rollover to New Homestead (collectively, "Escrowed Funds")
will be distributed to Bush Ross at closing, and Bush Ross will
hold such funds in trust pending further order of the Bankruptcy
Court.
Any creditor or party in interest, including but not limited to Two
Barbers or Moody Capital, may file an objection to the proposed
distributions of the Escrowed Funds within 14 days from the entry
of the Order. In the event that no such objections are filed, the
Court will enter a supplemental order authorizing Bush Ross to
distribute the sale proceeds held in trust in accordance with the
Sales Proceed Waterfall. Following the entry of the Disbursement
Order, Bush Ross may assist Leich in making the distributions to
Class 11 General Unsecured Claims in accordance with the terms of
the confirmed Plan.
Because of the imminent need to sell the Homestead Property, good
cause exists to waive the 14-day stay of the effectiveness of the
Order under Bankruptcy Rule 6004(h), to the extent it applies. The
Order is effective immediately upon entry, notwithstanding
Bankruptcy Rule 6004(h).
Raymond Mark Leich sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 19-09060) on Sept. 24, 2019. The Debtor tapped Kathleen
L. DiSanto, Esq., at Bush Ross, P.A. as counsel.
RHONDA E. REYNOLDS: Selling L.A. Property to Soroudi for $3.65-Mil.
-------------------------------------------------------------------
Rhonda E. Reynolds filed with the U.S. Bankruptcy Court for the
Central District of California a notice of her proposed sale of all
of the estate's right, title and interest in a parcel of real
property commonly known as 10850 Portofino Place, in Los Angeles,
California 90077, to Shahram Soroudi, Trustee of The Souroudi
Trust, for $3.65 million.
A hearing on the Motion is set for Oct. 6, 2022 at 10:00 a.m.
On Aug. 28, 2022, the Debtor entered into a Residential Listing
Agreement with Andrew Gulyas of Destination Home, Inc. The
Property was successfully marketed. The current buyer is an
investor who visited the property twice before making an offer on
Aug. 28, 2022.
The terms and conditions of the sale of the Property to the Buyer
are memorialized in the Sale Escrow Instructions. The purchase
price for the Property is $3.65 million. The Debtor has received
an offer from the Buyer to purchase the estate's interest in the
Property. She accepted the offer subject to Court approval. The
proposed sale of the Property is on an "as is" and "where is"
basis, without any warranty or recourse, subject only to Court
approval. The Buyer's purchase of the Property is not subject to
any contingencies other than entry of an order approving the sale
and the closing of the sale.
The Debtor is informed and believes that the liens against the
Property consist of the following: (i) U.S. Bank Trust Natinoal
Association as Trustee of the Chalet Series III Trust, 5/8/2008 -
$1,425,481.01; (ii) Agoura Hills Financial, Inc., 1/18/2019 -
$1,121,978.81; (iii) Dedicated Financial Services, 1/29/2019 -
$85,000; and (iv) Dedicated Financial Services, 1/29/2019 -
$85,000.
The Debtor intends to sell the Property to the Buyer free and clear
of all liens and claims, with those liens removed from the Property
and the allowed amounts of certain liens in favor of the SN
Servicing Corp., Agoura Hills Finacial, Inc., and Dedicated
Financial Services, Los Angeles County Tax Assessor, to be paid
through escrow as follows: The Debtor proposes to pay through
escrow (i) the allowable amount of the liens due to SN, which is
estimated to be $1,425,481.01 plus additional daily interest and
fees since the filing of its Proof of Claim; (ii) the allowable
amount of the liens due to Agoura, which is estimated to be
$1,121,978.81 plus additional daily interest and fees since the
filing of its Proof of Claim; (iii) the allowable amount of the
liens due to Dedicated, which is estimated to be $85,000; (iv) all
customary costs of sale; (v) commissions totaling 4.25% of the
sale; and (vi) any amount owing to the LA County, estimated to be
$8,093.66. The Debtor will receive the net proceeds of
approximately $622,616.89.
Sufficient surplus funds will be available to cover any possible
capital gains taxes resulting from the sale.
Any objection to the Motion must be filed and served not later than
14 days before the hearing.
The Debtor requests that the Court approves the sale without
overbid procedures. The proceeds from the proposed sale are
sufficient to pay all creditors in full. Any higher bids would not
result in any additional benefit to the estate.
The Debtor also seeks an order from the Court authorizing escrow to
pay a commission to the Broker in the amount of 4.25% of the sales
price.
A copy of the Sale Escrow Instruction is available for free at
https://tinyurl.com/4bp9bkbd from PacerMonitor.com free of charge.
Rhonda E. Reynolds sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 21-17874) on Oct. 12, 2021. The Debtor tapped Thomas Ure,
Esq., as counsel.
RICHARD C. ANGINO: $15K Sale of Harrisburg Property to Parsons OK'd
-------------------------------------------------------------------
Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania authorized Richard C. Angino and Alice K.
Angino to sell the real property located at and known as 2 Acres,
Fishing Creek Valley Road, in Harrisburg, Dauphin County,
Pennsylvania, to Alex Parson and Meghan Parson for $15,000, subject
to various costs of sale.
The Debtors are authorized to perform all of its obligations under
the Agreement.
The counsel to the Debtors will be provided with a draft of the
Settlement Statement prior to closing.
Pursuant to the Agreement, the Debtors will pay costs and expenses
associated with the sale of the Real Property at closing as
follows:
a. Any notarization or incidental filing charges required to
be paid by the Debtors.
b. All other costs and charges apportioned to the Debtors;
c. All costs associated with the preparation of the
conveyance instruments and normal services with respect to closing,
including payment of $5,000 on account of legal fees and expenses
owed to Cunningham, Chernicoff & Warshawsky, P.C., professionals,
in connection with implementation of the sale, the presentation and
pursuit of the Motion consummation of closing and otherwise in
connection with this case, and in accordance with the Plan Order.
All fees and expenses payable to Cunningham, Chernicoff &
Warshawsky, P.C. will be subject to such approval as the Bankruptcy
Court may require.
d. Past due real estate taxes and present real estate taxes
pro-rated to the date of closing on the sale.
e. Any municipal charges and liens, pro-rated to the date of
closing on the sale.
f. A commission at the rate of 6% payable to Howard Hanna
Company - Harrisburg, on a co-broker arrangement.
g. Payment of outstanding United States Trustee's Fees, if
any, resulting from the transaction.
No transfer tax is owed as it is a sale and transfer made pursuant
to the Debtor's confirmed Chapter 11 Plan of Reorganization.
Subsequent to the payment of costs of sale as set forth, the
Debtors will place the remaining proceeds in escrow with
Cunningham, Chernicoff & Warshawsky, P.C., to be applied to real
estate taxes owed by King Drive Corp.
Subject to the distributions set forth in the Order, all Liens and
Claims will be transferred and attach to the net proceeds obtained
for the Real Property.
The Order will be effective immediately upon its entry, and the
stay imposed by Bankruptcy Rule 6004 is declared inapplicable and
waived.
Richard C. Angino and Alice K. Angino sought Chapter 11 protection
(Bankr. M.D. Pa. Case No. 20-00031) on Jan. 6, 2020. The Debtors
tapped Robert Chernicoff, Esq., as counsel.
RICHARD G. BROWN, SR: Court Approves Sale of Timber for $50K
------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida approved Richard G. Brown, Sr.'s sale of at
least part of the timber on his homestead property in Section 25,
Range 5 West, Township 1 South Range 5 West, Liberty County,
Florida, to North Florida Woodlands, Inc., for less than $50,000,
in accordance with their contract.
The Sale is free and clear of all liens, claims, encumbrances, and
interests.
The Debtor has made sufficient allegations and a request in the
Motion to waive the 14-day stay requirement of Bankruptcy Rule
6004(h). No objections being raised, the 14-day stay requirement
of Rule 6004(h) is lifted immediately upon execution of the Order.
The Debtor is authorized to execute and deliver such documents and
perform all things necessary to effectuate the sale.
Richard G. Brown, Sr. sought Chapter 11 protection (Bankr. N.D.
Fla. Case No. 22-40149) on May 12, 2022. The Debtor tapped Robert
Bruner, Esq., at Bruner Wright, P.A. as counsel.
ROWAN SAWDUST: Unsecureds Owed $300K to Get 100% With Interest
--------------------------------------------------------------
Rowan Sawdust and Shavings, LLC submitted a Plan of Reorganization
and a Disclosure Statement.
The Plan provides for the Debtor to pay in full administrative
expenses and all allowed secured, priority unsecured, and general
unsecured claims, with interest as required.
With respect to each class and holder of allowed unsecured claims,
this Plan provides that they shall not be discriminated against
unfairly and shall be treated in a fair and equitable manner in
that they shall receive under the Plan on account of such claim
property of a value as of the effective date of the Plan that is
not less than the amount such holder would so receive or retain if
Debtor were liquidated under Chapter 7, Title 11, United States
Code.
Under the Plan, Class I Internal Revenue Service filed claim #8 in
the amount of $900,554.09, bifurcated into priority unsecured
$783,595.10 and general unsecured $116,958.99. The amended claim
for pre-petition tax debt filed by IRS on May 18, 2022 in the above
amount shall be allowed as filed. The amount of the claim shall be
amortized over a period of 120 months at the Internal Revenue Code
interest rate of 5.00%. Debtor shall remit a monthly payment to IRS
in the sum of $8,311.24. The first monthly payment shall be due on
the Effective Date of the plan and subsequent monthly installments
due on the same date of each month thereafter until said claim is
paid in full. In the event Debtor fails to remit any monthly
installment due on the amended claim amount as set forth herein,
the automatic stay will terminate and the IRS may proceed with its
legal and/or administrative remedies to collect any and all sums
due on its amended claim amount.
Class XVI. Allowed general unsecured claims in the amount of
$331,262.53, and any additions thereto as provided herein, shall be
paid 100%, with an interest factor of 5.25%, and a promissory note
issued in substantially the same form as attached to the Disclosure
Statement as Exhibit "G". The note shall be dated as of the
effective date of the Plan. Each promissory note shall provide for
reservation of the right but not the obligation to pay additional
sums as available funds permit, so as to pay these claims in less
than 60 months. Debtor proposes to pay the sum of $6,289.35 monthly
pro rata to the holders of allowed general unsecured claims for a
total of 60 monthly payments. This class includes claim #5 of
JPMorgan Chase Bank, N.A. in the amount of $61,282.57, claim #6 of
USA Energy Co. LLC dba Warrior Energy in the amount of $133,041.73,
claim #15 of Capital One Bank (USA), N.A. in the amount of
$19,979.24, and $116,958.99 as the general unsecured portion of
claim #8 filed by Internal Revenue Service.
Attorney for the Debtor:
Tameria S. Driskill, Esq.
WILLIAMS, DRISKILL, HUFFSTUTLER & KING
2100 Club Drive, Ste 150
Gadsden, AL 35901
Tel: (256) 442-0201
A copy of the Disclosure Statement dated September 21, 2022, is
available at https://bit.ly/3fhQgRT from PacerMonitor.com.
About Rowan Sawdust and Shavings
Rowan Sawdust and Shavings, LLC, an Altoona, Ala.-based company
that offers animal bedding and transport services, filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ala. Case No. 22-40262) on March 21, 2022,
listing up to $50,000 in assets and up to $10 million in
liabilities. Kevin Rowan, manager, signed the petition.
Judge James J. Robinson oversees the case.
Tameria S. Driskill, Esq., at Williams Driskill Huffstutler & King,
serves as the Debtor's legal counsel.
S-TEK 1 LLC: Wins Cash Collateral Access Thru Nov 30
----------------------------------------------------
Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the
District of New Mexico approved the motion of S-Tek 1 LLC for
authority to use cash collateral from October 1 through November
30, 2022, on the same terms and under the same conditions as set
forth in the Stipulated Order Granting Debtor Authority to Use Cash
Collateral for the Period from July 1, 2022 Through September 30,
2022.
As previously reported by the Troubled Company Reporter, the Debtor
will use cash collateral to maintain its various business
operations and other expenses incident to the administration of its
bankruptcy.
Surv-Tek, Inc. asserts a putative interest in the Debtor's cash
collateral.
The Debtor sought permission to use cash collateral under adequate
protection conditions that vary from prior cash collateral orders.
The changes include:
a. The Debtor is not necessarily required to file a "Cash
Collateral Report". Instead, the Debtor will be required to file a
list of its accounts receivable with each monthly operating report,
with a designation of which receivables constitute Eligible
Receivables, and only Eligible Receivables will be reported in Part
25 of the monthly operating report. The Debtor's attainment, vel
non, of the Cash Collateral Base by the end of the month is
sufficiently clear from the monthly operating report; the
requirement to prepare and file an additional Cash Collateral
Report is disproportionately burdensome to the Debtor in comparison
to the marginal increase in adequate protection that this process
affords Surv-Tek, Inc.
b. The Debtor may file a Cash Collateral Report for the
purpose of verifying that it restored its cash collateral and
Eligible Receivables to the Cash Collateral Base by the 21st of the
following month, if the Debtor did not attain the Cash Collateral
Base by the end of the month for which a monthly operating report
has been prepared. This allows the Debtor to verify that it has
restored cash collateral levels if the Debtor's monthly operating
reports do not verify this.
c. Surv-Tek, Inc. may designate five, not ten, receivables for
an agreed-upon procedure to be performed by the Debtor's accountant
regarding these receivables. This reduction arises from both the
burden of responding to Surv-Tek, Inc.'s designation of receivables
and the fact that none of the receivables designated by Surv-Tek,
Inc. thus far have ever not been verified by the Debtor's
accountant.
d. The Debtor's accountant will not "review" the Designated
Receivables but will rather perform an agreed-upon procedure that
consists of cross-checking the receivables against invoices and
making inquiries of the Debtor's management. Any receivable that is
not verified under this agreed-upon procedure will not be deemed an
Eligible Procedure. The shift from "review" to "agreed-upon
procedure" responds to the position previously maintained by
Surv-Tek, Inc. that the report of the review of Debtor's accountant
is insufficient to verify that the Designated Receivables have been
properly checked.
e. If a Designated Receivable is not verified under the
agreed-upon procedure, then S-Tek will have to pay Surv-Tek the
amount of the receivable, which payment will result in an
adjustment of the Required Cash Collateral Base Amount. This
eliminates the punitive requirement in the third quarter of 2022
Cash Collateral Order and prior orders that required either
Debtor's managing member or the Debtor itself to pay a $5,000
penalty to Surv-Tek, Inc. for any receivable mis-classified as an
Eligible Receivable.
As adequate protection, Surv-Tek will continue to have a lien on an
all pre-petition cash collateral, as that term is defined in 11
U.S.C. section 363(a), upon which it had a lien pre-petition, and
it will have a replacement lien on property acquired post-petition
by the Debtor as proceeds of the Debtor's pre-petition cash
collateral. This lien will be to the same extent, and subject to
the same defenses, as Surv-Tek's pre-petition lien in the Debtor's
cash collateral. Additionally, for the Cash Collateral Period,
Surv-Tek will have replacement liens in the Debtor's post-petition
collateral, of the same type in which Surv-Tek had a lien
pre-petition, to the extent of diminution in value of the Debtor's
accounts receivable, cash on deposit, cash on hand, and other cash
equivalents since the Petition Date.
A copy of the order is available at https://bit.ly/3SoLCjI from
PacerMonitor.com.
About S-Tek 1 LLC
S-Tek 1 LLC, also known as SurvTek -- https://www.survtek.com -- is
a land surveying and consulting firm providing services to both the
private and public sectors throughout New Mexico. It is based in
based in Albuquerque, N.M.
S-Tek 1, filed a Chapter 11 petition (Bankr. D.N.M. Case No.
20-12241) on Dec. 2, 2020. In its petition, the Debtor disclosed
$355,177 in assets and $2,251,153 in liabilities. Randy Asselin,
managing member, signed the petition.
Judge Robert H. Jacobvitz presides over the case.
The Debtor tapped Nephi D. Hardman Attorney at Law, LLC as its
bankruptcy counsel and FPM & Associates, LLC as its accountant.
SCHERTZ AERIAL: $10K Sale of Fertilizer Spreader to Sun Ag Approved
-------------------------------------------------------------------
Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central
District of Illinois authorized Schertz Aerial Service, Inc.'s sale
of its Adams HLS-6-2W, 200 cu ft fertilizer spreader to Sun Ag Inc.
for $10,000.
The Sale is free and clear of all liens, claims, encumbrances, and
interests.
The sales proceeds from the Sale will be paid over to Compeer
within seven days of the Sale pursuant to Compeer's first priority
lien.
No later than two business days after the date of the Order, the
Debtor will serve a copy of the Order and will file a certificate
of service no later than 24 hours after service.
About Schertz Aerial Service
Schertz Aerial Service, Inc., a company in Hudson, Ill., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. C.D. Ill. Case No. 22-70128) on March 16, 2022, listing
$10,001,710 in assets and $5,706,926 in liabilities. Steven M.
Wallace serves as Subchapter V trustee.
Judge Mary P. Gorman oversees the case.
The Debtor tapped Carmody Macdonald, P.C. as bankruptcy counsel
and
Insight CPAs & Financial, LLC as accountant.
SERVICE ONE: Trustee Proposes Sale of Equipment by Auction
----------------------------------------------------------
Mark A. Weisbart, the Subchapter V Trustee for the estate of
Service One LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Texas to authorize the sale of equipment by auction.
Objections, if any, must be filed within 21 days from the date of
service.
Due to disputes between the Debtor’s two members, Sandra Perry
and Charles Tomasello, each of whom own a 50% membership interest
in the Debtor, on April 25, 2022, the Debtor filed its Motion to
Remove the Debtor from Possession and Authorize Subchapter V
Trustee to Operate the Business of the Debtor seeking to be removed
as the DIP pursuant to section 1185 of the Bankruptcy Code and
requesting that the Trustee be authorized to manage and operate the
Debtor's business.
By Order entered on April 29, 2022, the Court granted the Removal
Motion and vested the Trustee with authority to operate the
Debtor's business and manage its assets. The business operations
have since ceased.
On May 18, 2022, Schedules A/B, D, E/F, G and H; and a Statement of
Financial Affairs ("SOFA") were filed on behalf of the Debtor.
As of the Petition Date, the Debtor was owner of certain trash
bins, i.e, dumpsters, and haulers ("Equipment") it purchased from
Nationwide Trailers FTW in the summer and fall of 2020. The
Equipment consists of nine 14-yard dumpsters and two goose neck
haulers.
The Debtor purchased the Equipment for the purpose of leasing it to
an affiliate entity, Trash Chomper, LLC ("TCLLC"). The Equipment
has recently been returned to the Debtor by TCLLC.
Perry claims the Equipment is owned by TCLLC and that she holds
liens in and to the Equipment. Despite multiple requests to her
and her counsel neither Perry nor her counsel has to date provided
no document or other information substantiating her claim that the
Equipment is owned by TCLLC or that they are subject to liens for
her benefit.
Notwithstanding Perry's lien claims, the Trustee seeks to sell the
Equipment free and clear of liens, claims and encumbrances with
such liens claims and encumbrances to attach to sales proceeds.
The Trustee has engaged Rosen Systems, Inc. to conduct an auction
of the Equipment at its offices located at 2323 Langford St,
Dallas, Texas 75208. He believes that since the Debtor's
operations have ceased that it is in the best interest of its
estate and its creditors to market and sell the Equipment through
an auction process. He believes that such sale is necessary to
maximize a return to the estate and its creditors. The proposed
sale by auction is the most expeditious and cost-effective means to
dispose of the Equipment.
The Trustee requests that the Court authorizes the sale of the
Equipment (1) through one or more auctions conducted under such
procedures and at the time and place deemed necessary and
appropriate by the Trustee upon advice of Rosen, and (2) be made
"as is, where is" without any representations or warranties
concerning the condition or suitability of the Equipment.
By the Motion, the Trustee requests approval of the relief sought.
Pursuant to Bankruptcy Rule 6004(f)(1), sales of property outside
the ordinary course of business may be by private sale or auction.
The Trustee believes that good cause exists to sell the Equipment
by auction. This will enable him to obtain the highest and best
offer(s) for the Equipment thereby maximizing its value for the
benefit of the estate of its creditors.
Finally, the Trustee seeks a waiver of the 14-day stay under
Bankruptcy Rule 6004(h).
About Service One
Service One, LLC specializes in construction, roofing, insurance
estimating and claims, construction and property management, and
renovation services. The company is based in Addison, Texas.
Service One filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-40503) on Apr. 21,
2022, listing as much as $10 million in both assets and
liabilities. Mark A. Weisbart serves as Subchapter V trustee.
Judge Brenda T. Rhoades oversees the case.
Christopher J. Moser, Esq., at Quilling, Selander, Lownds,
Winslett & Moser, PC and Lain, Faulkner & Co., PC serve as the
Debtor's legal counsel and accountant, respectively.
SHERRIE A. HEATON: $439K Sale of Golden Eagle Property Approved
---------------------------------------------------------------
Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central
District of Illinois authorized Sherrie A. Heaton's private sale of
her improved residential real estate known as 45 Golden Eagle
Drive, in Golden Eagle, Illinois 62036, to Norman and Andrea
Balentine for $439,000, in accordance with the terms of their
Contract To Purchase of Real Estate.
The Property is more particularly described as "Lot 9 in WINNEBERG
SUBDIVISION-PHASE 1 lying in Fractional Section 6, Township 14
South, Range 1 West of the Fourth Principal Meridian, as shown on
the Plat and Survey thereof recorded on October 20, 1997 in Plat
Cabinet A, Slide 66, Doc No. 49471A, in the Recorder's Office of
Calhoun County, Illinois. Situated in Calhoun County, Illinois.
Permanent Real Estate Index Number: 07-17-06-100-001-I."
The Sale is free and clear of all interests, liens and
encumbrances, but with the Mortgage lien of 1st MidAmerica Credit
Union to attach to the net proceeds from the sale.
A realtor's commission of 5% will be required to be paid at closing
to Wendi Mielke of Coldwell Banker Brown Realtors. Additional
costs include pro-rated real estate taxes of approximately $44,855,
a title search and title insurance fees estimated to be $2,000,
transfer taxes and recording fees estimated to be $750, and legal
costs of preparation of real estate contracts and transfer
documents estimated to be $1,500, following payment of which the
net proceeds of such sale will be used to retire the mortgage lien
of 1st MidAmerica Credit Union, as aforesaid. The remaining
balance of proceeds will be deposited in the Debtor's bankruptcy
estate Debtor-in-Possession account.
Sherrie A. Heaton sought Chapter 11 protection (Bankr. C.D. Ill.
Case No. 21-70578) on Aug. 6, 2021.
SMART BAKING: Resolves Mareth Collective Trusts Claim Issues
------------------------------------------------------------
Smart Baking Company, LLC, submitted an Amended Plan of
Liquidation dated September 26, 2022.
In May 2019 and August 2019, Mr. Mareth offered two separate loans
to the Debtor to assist with operations and expansion. Mr. Mareth
made the loans through an entity he controls, the Mareth Collective
Trusts ("Trusts"). The current CEO of the Trusts is Anthony
Septich. Trusts made $250,000.00 loan in May 2019 and advances up
to $4,400,000.00 starting in August 2019 (collectively, the
"Loans"). The Debtor made timely payments on the Loans until June
2022.
In June 2022, the Debtor attempted to renegotiate the terms of the
Loans with the Trusts and Mr. Mareth. Mr. Mareth negotiated a
buyout of the Trusts' interest in the Debtor or buyout of the
Founder's and other members' interest in the company. The Board and
the members did not agree to the proposal by the Trusts. While such
discussions were occurring, the Trusts filed suit against the
Debtor in Seminole County for breach of notes, foreclosure of
security interests, and the appointment of a receiver.
On July 6, 2022, the Debtor filed an Emergency Motion to Compel
Turnover of Property of the Estate ("Emergency Motion to Compel"),
seeking an order compelling the Receiver to turn over the assets of
the Debtor in their entirety. Recently, the Debtor and Trusts have
agreed to terms resolving a number of contested matters and
resolves claim treatment under the instant Plan.
Class 1 consists of the Allowed Secured Claim of the Mareth
Collective Trusts in the amount of $4,368,007.39. The Allowed Class
1 Claim is secured by a first priority lien on all of the Debtor's
personal property (the "Assets"). The Levanthal Family Trust shall
purchase, and the Trusts have agreed to sell, the Allowed Class 1
Claim no later than the Effective Date for a lump sum payment of
One Million Dollars and No Cents ($1,000,000.00) (the "Payment").
The Debtor's plan shall not become effective until the Trusts is
paid by the Levanthal Family Trust. In full satisfaction of the
Trusts' Allowed Secured Claim, the Trusts shall retain their lien
on the Debtor's personal property until the closing of the Sale.
Simultaneously, at Closing, the Debtor shall transfer all its
Assets to the Levanthal Family Trust. In addition to the foregoing,
the Trusts will receive the Debtor's cash on hand at the time of a
Closing. If the cash on hand at the time of Closing is less than
$200,000.00, Leventhal Family Trust shall pay any difference
between the Debtor's cash on hand at Closing and $200,000.00
directly to Trusts. The balance of any Allowed Class 1 Claim,
totaling approximately $3,1000,000.00, shall be deemed an Allowed
Class 3 Claim for distribution purposes. Class 1 is impaired.
Class 2 consists of the Allowed Secured Claim of the United States
Small Business Administration (the "SBA"). The Allowed Class 2
Claim is secured by a second priority lien on all of the Debtor's
personal property. The Allowed Class 2 Claim is fully unsecured
based on the value of the collateral. In full satisfaction of the
SBA's Allowed Secured Claim, the SBA shall receive an Allowed Class
3 Claim. Class 2 is impaired.
Class 3 consists of all Allowed General Unsecured Claims against
the Debtor. Holders of Class 3 Claims shall receive pro rata
distributions of: (i) the Levanthal Contribution of $50,000.00; and
(ii) the net of recoveries from all Causes of Action after payment
of professional fees and costs associated with such collection
efforts, and after Administrative Claims and Priority Claims are
paid in full. The maximum Distribution to Class 3 Claimholders
shall be equal to the total amount of all Allowed Class 3 General
Unsecured Claims. Class 3 is Impaired.
Funds generated from operations through the Effective Date will be
used for Plan Payments; however, the Debtor's cash on hand as of
Confirmation will be available for payment of Administrative
Expenses.
The Debtor shall operate the business in the ordinary course until
the closing of the Sale. To fund this Plan of Liquidation, Debtor
shall sell (the "Sale") all its Assets, excluding cash on hand, to
the Leventhal Family Trust (also known as the "Buyer"). The Buyer's
consideration for the Sale consists of (1) the acquisition of the
Class 1 Claim; (2) the payment of all Allowed Administrative
Claims; and (3) the Fifty Thousand Dollar ($50,000.00) contribution
to the Class 3 Claimholders. The Buyer will file any motion to
assume or reject the real property leases of the Debtor prior to
confirmation.
The Sale will be free and clear of all claims, liens, encumbrances,
and interests. The Sale shall close by the Effective Date at the
Law Offices of Latham, Luna, Eden & Beaudine, LLP. The Buyer has
already deposited a non-refundable deposit in the amount of
$100,000.00 with the Debtor's counsel's Trust Account. There shall
be no due diligence. The Buyer shall not receive its Deposit back
absent a non-pandemic related force majeure event prior to the
Effective Date. If the Buyer fails to close by the Effective Date,
the Deposit shall be available to the Debtor to make Plan Payments.
Additionally, various interested parties have executed the attached
Release to complement the Sale.
A full-text copy of the Amended Liquidating Plan dated September
26, 2022, is available at https://bit.ly/3SyoUWz from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Justin M. Luna, Esq.
Latham Luna Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
About Smart Baking Company
Smart Baking Company, LLC, is a food manufacturer in Florida. It
offers snack cakes, hamburger buns and breakfast items.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02365) on July 5,
2022. In the petition signed by Harvey F. Heuvel, chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP, is the
Debtor's counsel.
SPG HOSPICE: Trustee Delays Disclosures Hearing to Oct. 20
----------------------------------------------------------
Judge Eddward P. Ballinger Jr. granted a request by the Chapter 11
trustee of SPG Hospice, LLC, et al., to continue the hearing to
consider the approval of the Disclosure Statement explaining the
Trustee's Plan to October 20, 2022, at 10:00 a.m.
James E. Cross, the duly appointed Chapter 11 Trustee, said
continuing the hearing from Sept. 29, 2022, to Oct. 20 will allow
the Trustee time to work with all of the parties who have filed
objections to the Disclosure Statement to resolve the issues set
forth in the various objections located at Docket Nos. 221, 223,
224, 226, and 225. Trustee is informed that counsel for some of
the objecting parties will be out of town for two weeks following
the original
scheduled hearing, and the court has advised that October 20th is
the first available date thereafter.
About SPG Hospice
SPG Hospice, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-02385) on April
19, 2022. At the time of filing, the Debtor listed up to $50,000 in
assets and up to $500,000 in liabilities.
Jonathan P. Ibsen, Esq., at Canterbury Law Group, LLP, serves as
the Debtor's legal counsel.
James Cross is the Chapter 11 trustee appointed in the Debtor's
Chapter 11 case. The trustee tapped Cross Law Firm, PLC as legal
counsel; Baldwin Moffitt Behm, LLP as tax preparer; and Kathy
Steadman of Coppersmith Brockelman, PLC as healthcare personnel and
regulatory compliance specialist.
SPRING MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Spring Mountain Vineyard Inc.
2805 Spring Mountain Road
Saint Helena, CA 94574
Business Description: The Debtor is a privately owned estate
comprised of four vineyards.
Chapter 11 Petition Date: September 29, 2022
Court: United States Bankruptcy Court
Northern District of California
Case No.: 22-10381
Judge: Hon. Charles Novack
Debtor's Counsel: Victor A. Sahn, Esq.
GREENSPOON MARDER LLP
333 S Grand Ave Suite 3400
Los Angeles, CA 90071
Tel: (213) 626-2311
Email: victor.sahn@gmlaw.com
Debtor's
Special
Litigation
Counsel: COHEN TAUBER SPIEVACK & WAGNER P.C.
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Constantine S. Yannias as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/CAK6FAQ/Spring_Mountain_Vineyard_Inc__canbke-22-10381__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Allen Group $10,000
120 Stony Point Rd. #230
Santa Rosa, CA 95401
2. Bartelt Engineering $16,231
1303 Jefferson St.
#200B
Napa, CA 94559
3. Belkorp AG LLC $39,489
1856 Lincoln Ave.
Calistoga, CA 94515
4. Bradley Saunders $5,267
1153 Pinewood Dr.
Napa, CA 94558
5. Brown's Auto Parts $7,609
Attn: Dan Beltramai, Owner
1218 Main St.
Saint Helena, CA 94574
6. Castino Restaurant $6,749
Equipment And Supply,
50 Utility Ct.
Rohnert Park, CA 94928
7. Central Valley $21,778
1100 Vintage Ave.
Saint Helena, CA 94574
8. CHN Capital Dept. $10,980
1801104747435
P.O. Box 78004
Phoenix, AZ 85062
9. Chubb Group of $17,406
Insurance Companies
P.O. Box 777-1630
Philadelphia, PA 19175
10. Constantine Yannis $2,538,867
2120 Lincoln Park W
Chicago, IL 60614
11. Elite Brokerage $36,870
3238 Old Heather Rd,
San Diego, CA 92111
12. ETS Laboratories $4,455
c/o Marjorie Burns
899 Adams Street #A
Saint Helena, CA
94574-1160
13. Famille Sylvain $23,002
855 Bordeaux Way
#239
Napa, CA 94559
14. Francois Freres USA Inc. $21,380
1403 Jefferson St.
Napa, CA 94559
15. Getzler Henrich $52,524
295 Madison Avenue
20th Fl.
New York, NY 10017
16. IPFS $1,873,376
49 Stevenson St.
#127
San Francisco, CA 94105
17. Napa County Treasurer $223,989
1195 3rd St. #108
Napa, CA 94559
18. Napa Ford Lincoln $28,830
170 Soscol Ave.
Napa, CA 94559
19. Napa Valley Petroleum $13,985
P.O. Box 2670
Napa, CA 94558
20. Wilbur | Ellis $8,350
Company LLC
c/o Registered Agent
Solutions Inc.
720 14th St.
Sacramento, CA 95814
STATERA BIOPHARMA: Falls Short of Nasdaq Minimum Bid Price Rule
---------------------------------------------------------------
Statera Biopharma, Inc. received notice from the Listing
Qualifications Staff of The Nasdaq Stock Market LLC on Sept. 22,
2022, indicating that the Company's continued non-compliance with
the minimum bid price requirement, as set forth in Nasdaq Listing
Rule 5550(a)(1), could serve as an additional basis for the
delisting of the Company's securities from Nasdaq.
As disclosed by the Company's Current Report on Form 8-K as filed
with the Securities and Exchange Commission on Sept. 9, 2022, on
Sept. 1, 2022, the Staff notified the Company that the Staff had
determined to delist the Company's securities based upon the
Company's non-compliance with the filing requirement set forth in
Nasdaq Listing Rule 5250(c)(1). In response thereto, the Company
requested and was granted a hearing before the Nasdaq Hearings
Panel, which hearing will be held on Oct. 6, 2022, with the Panel
subsequently granting a further stay of any suspension or delisting
action by the Staff at least pending completion of the hearing and
the expiration of any extension that may be granted to the Company
by the Panel following the hearing.
At the hearing, the Company will present its plan to regain
compliance with the minimum bid price requirement and all other
applicable requirements for continued listing on Nasdaq along with
its request for a specific period of time to do so. There can be
no assurance, however, that the Panel will determine to continue
the Company's listing or that the Company will be able to evidence
compliance with the applicable listing criteria within any
extension period that may be granted by the Panel.
About Statera
Statera Biopharma, Inc. (formerly known as Cytocom, Inc. and
Cleveland Biolabs) is a clinical-stage biopharmaceutical company
developing novel immunotherapies targeting autoimmune,
neutropenia/anemia, emerging viruses and cancers based on a
proprietary platform designed to rebalance the body's immune system
and restore homeostasis.
The Company reported a net loss of $2.44 million for the year ended
Dec. 31, 2020, a net loss of $2.69 million for the year ended Dec.
31, 2019, a net loss of $3.71 million for the year ended Dec. 31,
2018, and a net loss of $9.84 million for the year ended Dec. 31,
2017. As of Sept. 30, 2021, the Company had $98.04 million in
total assets, $23.84 million in total liabilities, and $74.19
million in total stockholders' equity.
An involuntary Chapter 11 bankruptcy case was filed against Statera
on Aug. 16, 2022, by three alleged creditors of the Company
alleging they are owed a total of $2.1 million on account of notes,
unpaid wages, and severance.
STRAUSS COMPANY: Oct. 27 Plan Confirmation Hearing Set
------------------------------------------------------
On Aug. 5, 2022, the Strauss Company, Inc. filed with the U.S.
Bankruptcy Court for the Eastern District of Tennessee an Amended
Disclosure Statement and Chapter 11 Plan.
On Sept. 26, 2022, Judge Shelley D. Rucker approved the Disclosure
Statement and ordered that:
* Oct. 27, 2022, in Courtroom A, Historic United States
Courthouse, 31 East 11th Street, Chattanooga, Tennessee is the
hearing on the confirmation of the debtor's plan.
* Oct. 25, 2022, is fixed as the last day to file objections
and acceptances or rejections of the Plan.
* Oct. 26, 2022, is fixed as the last day for submitting
ballots and a ballot summary.
A copy of the order dated Sept. 26, 2022, is available at
https://bit.ly/3rkN4rB from PacerMonitor.com at no charge.
Attorney for Strauss Company, Inc.:
Jerrold D. Farinash, Esq.
FARINASH & STOFAN
100 W. MLK Blvd. #816
Chattanooga, TN 37402
Tel: (423) 805-3100
E-mail: jdf@8053100.com
About The Strauss Company
Creditors Truitt Ellis, Carrie Ellis, Kathleen Pennington, VanBuren
LLC, and Germantown Hammer LLC filed an involuntary Chapter 7
petition against The Strauss Company, Inc. (Bankr. E.D. Tenn. Case
No. 18-12972) on July 6, 2018. The petitioning creditors are
represented by R. Mark Donnell Jr., Esq.
The Chapter 7 case was converted to one under Chapter 11 upon
request by the Debtor. Judge Shelley D. Rucker presides over the
case.
The Debtor tapped Farinash & Stofan as its legal counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 21, 2018. The committee tapped
Waypoint Law PLLC as its legal counsel.
SUNGARD AS: Court Approves Proposed Sale of Assets to 11:11 Systems
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Sungard AS New Holdings, LLC, and its
affiliates to sell the assets they owned, held, or used primarily
in the conduct of the business to 11:11 Systems, Inc., in
accordance with the terms of their Asset Purchase Agreement dated
Aug. 21, 2022.
In consideration for the Purchased Assets, the Buyer shall, in
addition to the assumption of the Assumed Liabilities, including
the assumption of the obligation to pay the counterparties of the
applicable Purchased Contracts the Cure Costs payable by the Buyer
pursuant to Section 2.05, pay to the Debtor at the Closing an
amount equal to $1 in cash.
The Sale Hearing was held on Sept. 14, 2022, at 12:30 p.m. (CT).
The Debtors are authorized and directed to perform under the Asset
Purchase Agreement and all ancillary documents filed therewith or
described therein.
The Sale is free and clear of Encumbrances (other than Assumed
Liabilities and Permitted Liens), that all remaining Encumbrances
will attach to the proceeds of the 11:11 Sale Transaction. The
holders of claims related solely to the Assumed Liabilities will
have the right to seek payment directly from the Buyer on account
of the Assumed Liabilities.
In accordance with the Bidding Procedures Order, the Buyer will
establish a cash reserve with respect to any disputed Cure Costs
that are subject to a Preserved Cure Objection.
The automatic stay pursuant to Bankruptcy Code section 362 is
modified with respect to the Debtors to the extent necessary,
without further order of the Court, to allow the Buyer to deliver
any notice provided for in the Asset Purchase Agreement and allow
the Buyer to take any and all actions permitted or required under
the Asset Purchase Agreement in accordance with the terms and
conditions thereof.
Notwithstanding Bankruptcy Rules 6004(h), 6006(d) and 7062, the
Sale Order will be effective and enforceable immediately upon entry
and its provisions will be self-executing.
Within one business day of the occurrence of the Closing Date of
the 11:11 Sale Transaction, the Debtors will file and serve a
notice of same.
The Debtors are authorized to take all actions necessary or
appropriate to effectuate the relief granted in respect of the
Purchased Assets pursuant to the Sale Order.
The requirements set forth in the Bankruptcy Rule 6004(a) and the
Local Rule 6004-1 are satisfied.
A copy of the Agreement is available for free at
https://tinyurl.com/4u9wjbwk from PacerMonitor.com free of charge.
About Sungard AS New Holdings
Sungard Availability Services is a Wayne, Pa.-based
information-technology services provider owned by Angelo Gordon,
Blackstone Credit, FS/KKR Advisor LLC and Carlyle Group Inc. It
provides disaster recovery services, colocation and network
services, cloud and managed services and workplace recovery to
customers in North America, Europe and Asia.
The company and its affiliates filed for Chapter 11 protection
twice in three years.
Sungard filed for Chapter 11 bankruptcy in 2019 with a prepackaged
plan that was approved by a New York bankruptcy court one day
after it was filed.
Sungard AS New Holdings, LLC and affiliates, including Sungard
Availability Services, LP, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-90018) on April
11, 2022. Judge David R. Jones oversees the case.
In the petition signed by Michael K. Robinson, CEO and president,
Sungard AS disclosed up to $1 billion in both assets and
liabilities.
Sungard Availability Services (UK) Limited, an indirect subsidiary
of Holdings, entered into administration in the UK on March 25,
2022. Meanwhile, Sungard Canada filed an application for
recognition in Canada under the Companies Creditors' Arrangement
Act of its Chapter 11 case.
Akin Gump Strauss Hauer & Feld LLP and Jackson Walker serve as
legal counsel to the Debtors. Cassels Brock & Blackwell LLP,
serves as their Canadian legal counsel. DH Capital, LLC and
Houlihan
Lokey, Inc., act as investment bankers. FTI Consulting, Inc.
serves as financial and restructuring advisor.
Alvarez & Marsal Canada Inc., serves as Canadian court-appointed
information officer and is represented by Bennett Jones, LLP as
counsel in connection with the Canadian proceedings.
Kroll Restructuring Administration, LLC serves as notice and
claims agent.
Proskauer Rose, LLP and Gray Reed & McGraw, LLP serve as counsel
to Acquiom Agency Services LLC, the Term Loan DIP agent, and
Term Loan DIP lenders.
PNC Bank, National Association, serves as administrative agent and
collateral agent, under the DIP ABL facility. PNC is represented
by Thompson Coburn Hahn & Hessen LLP as counsel.
SWAP.COM INC: Auction of Personal Property Set for Oct. 12, 2022
----------------------------------------------------------------
Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized Swap.com, Inc.'s
private sale of personal property to Helpsy Holdings PBC for
$250,000, free and clear of liens, claims, encumbrances, and
interests, subject to overbid.
Helpsy will serve as Stalking Horse Bidder for the sale of the
Property on the terms set forth in the Order, including without
limitation Exhibit A thereto.
The proposed Bidding Procedures are approved.
Payment of a break-up fee in the amount of 4% of the final court
approved purchase price is approved in the event Helpsy is not the
successful bidder.
The minimum overbid will be in an amount equal to 10% of the
proposed Purchase Price, resulting in a minimum overbid from other
Qualified Bidders in an amount of at least $275,000.
The Purchase Agreement will be subject to a 14-day Overbid Period
from the date of the Order to allow Qualified Bidders to submit a
qualifying bid to the counsel for the Debtor.
The Court approves the proposed qualifications for Qualified
Bidders, including without limitation the form of the Overbid
Purchase Agreement.
If one or more Qualified Bidders submit a qualifying overbid, the
Property will be auctioned at 1:00 p.m. (EST) on Oct. 12, 2022 in
the United States Bankruptcy Court, 2nd Floor Courtroom in
Greenville, North Carolina. Regardless of whether any qualifying
overbids are submitted, a Final Sale Hearing will be held before
the Court at 2:00 p.m. (EST) on Oct. 12, 2022.
A copy of the APA and Bidding Procedures is available for free at
https://tinyurl.com/2cj3knkp from PacerMonitor.com free of charge.
About Swap.com, Inc.
Swap.com, Inc. -- https://www.swap.com/-- is a consignment company
that helps consumers find affordable, quality secondhand apparel
for the whole family..
Swap.com, Inc., filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
22-01314) on June 16, 2022. In the petition filed by Gray King, as
president and chief executive officer, the Debtor reports
estimated assets and liabilities between $1 million and $10
million
each.
Jason L. Hendren, of Hendren Redwine & Malone, PLLC, is the
Debtor's counsel.
TALEN ENERGY: Exclusivity Period Extended to Dec. 20
----------------------------------------------------
Talen Energy Supply, LLC and its affiliates have been given more
time to file a plan for emerging from Chapter 11 protection.
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas extended to Dec. 20 the companies' exclusive
right to file its Chapter 11 plan of reorganization and solicit
votes in favor of the plan.
The companies will use the extension to complete the process that
was implemented to solicit bids and consider proposals for a sale
of their business; make any necessary modifications to their
proposed plan; and negotiate with the unsecured creditors'
committee regarding a potential settlement.
The committee did not oppose the exclusivity extension but said it
will object to the proposed plan if its concerns are not resolved
by the companies. The committee argued, among other things, that
the plan imposes improper requirements on potential sale
transactions, and that it is premised on inappropriate settlements
of claims that could bring substantial value into the estates.
On Sept. 9, the companies filed a plan of reorganization, which
contemplates the implementation of a restructuring deal to reduce
their pre-bankruptcy debt of $4.46 billion through a
debt-for-equity exchange under which new common equity to be issued
will be distributed; or through a sale transaction in which one or
more bidders will acquire either the new common equity or assets of
the companies.
About Talen Energy
Allentown, Pennsylvania-based Talen Energy Corp., the parent
company of Talen Energy Supply, LLC, is an independent power
producer founded in 2015. Riverstone Holdings, LLC completed its
acquisition of the remaining 65% stake of TEC in 2016 for $5.2
billion.
TEC, through Talen Energy Supply, is one of the largest competitive
power generation and infrastructure companies in North America.
Through subsidiary Cumulus Growth, TEC is developing a large-scale
portfolio of renewable energy, battery storage, and digital
infrastructure assets across its expansive footprint. On the Web:
https://www.talenenergy.com/
TES owns or controls approximately 13,000 Megawatts of generating
capacity in wholesale U.S. power markets, principally in the
Mid-Atlantic, Texas and Montana. Woodlands, Texas-based Talen
Energy Supply runs 18 power generation facilities, eight of which
rely on natural gas to make electricity.
Talen Energy Supply and 71 affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 22-90054) on May 9, 2022,
disclosing $10 billion to $50 billion in both assets and
liabilities on a consolidated basis. The Hon. Marvin Isgur is the
case judge.
TEC and its Cumulus Growth subsidiary, and Talen Energy Supply's
LMBE subsidiaries are excluded from the in-court process.
Talen Energy Supply and its debtor affiliates retained Weil Gotshal
& Manges, LLP as legal counsel; Evercore Group, LLC as investment
banker; and Alvarez and Marsal North America, LLC as financial
advisor for their restructuring. Kroll Restructuring
Administration, LLC is the claims agent.
TEC is represented by Vinson & Elkins as legal counsel and PJT
Partners as financial advisor.
Cumulus Growth is represented by DH Capital as legal counsel and
Ardea Partners as investment banker.
The consenting noteholders are represented by Kirkland & Ellis, LLP
and Rothschild & Co US, Inc.
On May 23, 2022, the Office of the U.S. Trustee for Region 7
appointed an official committee of unsecured creditors. The
committee tapped Milbank, LLP as legal counsel; FTI Consulting,
Inc. as financial advisor; and Moelis & Company, LLC as investment
banker.
TALOS ENERGY: Fitch Puts 'B-' IDR on Watch Pos. Amid EnVen Deal
---------------------------------------------------------------
Fitch Ratings has placed the Long-Term Issuer Default Rating (IDR)
of Talos Energy Inc. (Talos) and Talos Production Inc. on Rating
Watch Positive. Fitch has also placed the first-lien revolver and
the senior second-lien notes on Rating Watch Positive. The rating
action follows Talos' announcement that it is acquiring EnVen
Energy Corporation (EnVen). The IDR is currently rated 'B-', the
first lien revolver is rated 'BB-'/'RR1' and the second lien notes
are rated 'B'/'RR3'.
Talos' ratings reflect its higher margin, liquids-focused asset
profile with current production in the low- to mid-60 thousand
barrels of oil equivalent per day (mboepd). The ratings also
consider a positive FCF profile over the forecasted period;
conservative balance sheet; attractive exploitation and exploration
inventory, and adequate liquidity. This is offset by potentially
significant environmental remediation costs and relatively higher
operating costs.
The Rating Watch Positive reflects the credit accretive nature of
the acquisition and increased production scale.
KEY RATING DRIVERS
Credit-Friendly Acquisition: Talos recently announced that it has
entered into an agreement to acquire EnVen for $1.16 billion. The
acquisition will be funded by the issuance of 43.8 million of Talos
shares to the selling shareholders, $215 million of cash, and the
assumption of net debt (approximately $50 million). The acquisition
increases production scale by 30%, is credit accretive given the
large equity component, provides for $30 million of expected
synergies, and adds assets contiguous to Talos' existing portfolio.
Fitch views the action as a credit positive to Talos, which may
lead to an upgrade upon the close of the acquisition.
Enhanced Gulf of Mexico Position: Pro forma, Talos will materially
expand the combined company's size and scale in the Gulf of Mexico
with total net acreage of 947k (35% increase) and expected proforma
2022 production of 85Mboepd (72% liquids). Talos' focus in the
offshore Gulf of Mexico results in an asset profile that is
different from the typical shale-driven onshore exploration and
production (E&P) issuer. Differences include relatively low asset
acquisition costs, which may be offset by higher plugging and
abandonment (P&A) obligations; lower decline rates; and typically,
higher oil-price realizations. Challenges associated with the
business model include execution risk associated with new
exploration projects; substantial capital requirements; longer spud
to first oil times; materially higher environmental remediation
costs; the need to post significant financial assurances to third
parties to guarantee remediation work; and the tail risks from
hurricane activity and potential oil spills.
Improving Liquidity Situation: Talos has taken actions to improve
its liquidity position, including the note refinancing in late-2020
and the note add-on stock offering in early-2021. The company has
reduced borrowings under the credit facility by $175 million in
2022, and further reductions are expected. The next note maturity
is not until 2026, and the revolver matures in 2024. Fitch
estimates Talos will be FCF positive over the forecasted horizon
and expects excess cash to be used to reduce revolver borrowings.
Although Talos was able to access both the debt and equity capital
markets over the past year, the bonds trade at a material discount
to other energy issuers, which may limit future access.
Capex Supports FCF Generation: Talos is expected to generate
positive FCF based on Fitch's price deck ($95/bbl - 2022; $81/bbl -
2023; $62/bbl - 2024). The low decline rate of its wells provides
for enhanced capital efficiency that somewhat offsets the effects
during a period of low oil prices and helps protect cash flow. The
company's normalized unit economics coupled with lower
capital-intensive projects, such as asset management, in-field
drilling and exploitation, result in a cash flow profile that
supports discretionary, exploratory capital, which may potentially
transform the longer-term asset base in better commodity price
environments. The capital program should support low, single-digit
near-term production growth on average through the forecast, while
maintaining longer term exploration upside.
Substantial Decommissioning Costs: Due to the company's focus on
mature offshore assets and an active M&A strategy, Talos'
environmental remediation costs for P&A are elevated compared with
onshore peers. Asset retirement obligations (AROs) as of June 30,
2022 totaled $452 million. Fitch expects annual P&A costs of $60
million over the forecasted horizon. Fitch believes there is
potential for reduced outlays to the degree the company is able to
extend the lives of fields through recompletions and workovers.
Carbon Capture and Storage: Talos is creating a subsidiary to
explore opportunities in Carbon Capture and Storage (CC&S) and use
its expertise in conventional oil and gas geology, engineering and
project delivery. The company has announced a letter of intent to
develop a CC&S project with Freeport LNG Development, L.P. and was
awarded a second project by the state of Texas. The subsidiary
would be deemed unrestricted and non-recourse to Talos debt.
Management plans to fund the venture with project financing debt,
although there may be some equity contributions from the parent.
The venture does not benefit the restricted group's credit profile
directly, but Fitch sees potential benefits in that it may assuage
investor ESG concerns, provides a new growth prospect, adds
diversification.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- WTI oil prices of $95/bbl in 2022, $81/bbl in 2023, $62/bbl in
2024 and $50/bbl in the long term;
- Henry Hub natural gas prices of $7.00 per thousand cubic feet
(mcf) in 2022, $5.00/mcf in 2023, $4.00/mcf in 2024 and
$3.00/mcf in 2025;
- Premium differentials of $2.00 to WTI through the forecast;
- Production slightly lower in 2022 due to drydocking and mid,
single-digit increases thereafter;
- Capex including P&A of $465 million 2022, and $450 million
throughout the forecast;
- FCF allocated toward paydown of revolver.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that Talos Energy, Inc. would be
reorganized as a going-concern in bankruptcy rather than
liquidated. Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
Fitch assumed a bankruptcy scenario exit EBITDA of $300 million.
This estimate considers a prolonged commodity price downturn
($32/WTI and $2.00/mcf gas lows in 2024, increasing to $42/bbl WTI
and $2.25/mcf gas in 2025) causing liquidity constraints and
inability to access capital markets to refinance debt. The GC
EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which we base the enterprise
valuation.
An EV multiple of 3.75x is applied to the GC EBITDA to calculate a
post-reorganization enterprise value versus the historical energy
upstream sub-sector multiple of 2.8x-5.6x for recent E&P
bankruptcies, and median EV/EBITDA multiples in observed offshore
transactions in the 2.0x-4.0x range. The lower multiple also
reflects the impact of Asset Retirement Obligations and Surety
bonds.
These assumptions lead to an EV of $1,125 million, greater than the
liquidation valuation.
Liquidation Approach
The liquidation estimate reflects Fitch's view of the value of the
company's E&P assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors. Fitch used historical transaction
data for the GoM blocks on a $/bbl, $/1P, $/2P, $/acre and PDP
PV-10 basis to attempt to determine a reasonable sale, based on
Talos' recent M&A transactions, other recent offshore M&A
transactions, and valuations from emerging, offshore bankruptcies
of Fieldwood Energy, Stone Energy and Arena Energy.
Fitch assumed a 25% advance rate on A/R given that in a pro-longed
downturn, A/R would likely decrease. Fitch valued the oil & natural
gas assets at $1,094 million.
Waterfall Analysis
Fitch assumed the $806 million revolving credit facility was drawn
at 80% to account for downward borrowing base redeterminations as
the company approaches a bankruptcy scenario. The senior secured
revolver recovers at an 'RR1' level while the second lien notes
recovers at an 'RR3' level.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Upon completion of the EnVen acquisition, Talos' rating will
likely be upgraded;
- Material reduction of the revolving credit facility through
proceeds from FCF generation;
- Increased size and scale evidenced by production trending above
75mboepd-100mboepd;
- Demonstrated ability to manage P&A obligations and reduced AROs
per flowing barrel or proved reserves;
- Midcycle debt/EBITDA sustained below 2.5x and FFO leverage
below 3.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Loss of operational momentum, evidenced by production trending
below 45mboepd;
- Reduction in liquidity due to lower bank commitments or
increased revolver borrowings;
- Midcycle debt/EBITDA above 3.5x on a sustained basis and FFO
leverage above 4.0x;
- Unfavorable regulatory changes, such as increased bonding
requirements, or accelerated P&A spending;
- Implementation of a more aggressive growth strategy operating
outside FCF;
- Inability to manage P&A obligations.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity, Clear Maturities: The second-lien notes
issuance in late 2020 and early 2021 extends the next bond maturity
to 2026, while reducing borrowings under the credit facility. The
reserve-based loan (RBL) matures in November 2024 and Fitch
believes Talos' strong asset coverage should allow for an
extension. The RBL has a borrowing base of $1.1 billion and current
commitments of $806.3 million. As of June 30, 2022, there was $200
million outstanding on the credit facility, a reduction of $175
million in 2022.
Fitch expects Talos will generate positive FCF over the forecasted
horizon and use proceeds to further reduce the outstanding amounts
on the revolver. Management stated that capital budgets would be
determined on the ability to generate FCF even in commodity price
declines. The company's hedging program provides some protection,
but an enhanced program would provide more comfort.
ISSUER PROFILE
Talos is a publicly traded, technically driven independent
exploration and production company with operations in the U.S. Gulf
of Mexico (GoM) and offshore Mexico. The company's focus in the GoM
is the exploration, acquisition, exploitation and development of
deep and shallow water assets near existing infrastructure.
ESG CONSIDERATIONS
Talos Energy Inc. has an ESG Relevance Score of '4' for Waste &
Hazardous Materials Management; Ecological Impacts due to the
enterprise-wide solvency risks that an offshore oil spill poses for
an E&P company.
Talos Energy Inc. has an ESG Relevance Score of '4' for Energy
Management that reflects the company's cost competitiveness and
financial and operational flexibility due to scale, business mix,
and diversification.
These factors have a negative impact on the credit profile, and is
relevant to the ratings in conjunction with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Debt Rating Recovery Prior
---- ------ -------- -----
Talos Production Inc. LT IDR B- Rating Watch On B-
senior secured LT BB- Rating Watch On RR1 BB-
Senior Secured
2nd Lien LT B Rating Watch On RR3 B
Talos Energy Inc. LT IDR B- Rating Watch On B-
TASEKO MINES: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Taseko Mines Limited's (Taseko)
Long-Term Issuer Default Rating at 'B-', the senior secured notes
at 'B-'/'RR4', and the senior secured revolver at 'BB-'/'RR1'.
The ratings reflect Taseko's small size, concentration on one
operation and cost position in the fourth quartile of the global
copper cost curve. The Gibraltar mine benefits from a stable
production profile, a favorable mining jurisdiction and a 23-year
mine life.
The Stable Rating Outlook reflects Fitch's view that the Florence
project is likely to go forward and that Florence project financing
will be limited to USD50 million. Fitch expects cash on hand and
FCF would be used to deleverage should the project not go forward.
KEY RATING DRIVERS
Weak Business Profile: Taseko is relatively small and undiversified
by operation and metal. It owns 75% of one large-scale operating
copper mine in a favorable mining jurisdiction but with costs in
the fourth quartile of CRU's cost curve (Gibraltar in British
Columbia [BC], Canada) and a near-term development copper project
(Florence in Arizona). Fitch estimates the development of Florence
would reduce the company's overall cost position by about 15% and
increase production by about two-thirds.
Modest Florence Execution Risk: Fitch expects the Florence
permitting process to conclude in late 2022/early 2023 and that
cash on hand, modest capital raises at the Florence level and FCF
from Gibraltar will be sufficient to support remaining development.
Taseko reports that there were 27 participants at the Sept. 15,
2022 hearing on the draft Underground Injection Control permit,
each supporting the project and issuance of the final permit.
The project is designed to use in-situ copper recovery rather than
conventional mining, and will take about 18 months to construct and
18 months to ramp up. Execution risk has been reduced by the 2018
construction and subsequent operation of a production test
facility. Detailed engineering and design for the commercial
production facility was completed in 2021 and Taseko made most of
the initial deposits and awarded the key contract for the major
processing equipment associated with the SX/EW plant.
Minimal Other Longer-Term Development: Fitch does not expect
material spending on other development until after Florence has
ramped up. The company is evaluating the Yellowhead copper project
in BC, and other early-stage projects include: Aley (niobium), and
New Prosperity (gold and copper) each in BC. Subsidiaries owning
Yellowhead, Aley and New Prosperity are unrestricted subsidiaries
under the notes.
Copper Sensitivity: Taseko reports that a USD0.25/lb. increase in
copper prices increases annual cash flow by USD25 million. Fitch
notes that cash flow from operations after interest paid was CAD137
million in 2021. Fitch assumes the 2022 average copper price will
be about USD3.95/lb., decreasing to about USD3.63/lb. in 2023 and
USD3.40/lb. in 2024 and 2025. This compares with Taseko's 1H22
average realized copper price of USD4.37/lb. and current copper
prices are about USD3.53/lb.
Taseko enters into copper option contracts to reduce short-term
copper price volatility. As of Aug. 8 2022, the company had collars
covering 35 million lbs, of copper maturing from August to December
2022, and 30 million lbs. of copper maturing from January to June
2023, at a USD3.75/lb. floor price. These volumes compare with
Taseko's share of 2022 Gibraltar sales volume guidance range of
about 82 million-91 million lbs.
High Near-Term Leverage: Fitch expects total debt/operating EBITDA
to peak over 5.0x in 2022 given 1H22 lower production and higher
costs and to trend toward 4.0x in 2023 and 2024 as Gibraltar's
crusher move is completed and grades improve and to about 4.0x in
2024 and 2025 with first production from Florence. If Florence does
not go forward, cash on hand would be sufficient to deleverage to
levels consistent with the ratings. Consolidated total debt
excluding finance leases of CAD524 million was 3.0x LTM June 30,
2022 operating EBITDA of CAD177 million.
DERIVATION SUMMARY
Taseko is smaller, less operationally diversified and less
profitable than HudBay Minerals Inc. (BB-/Stable) and Ero Copper
Corp. (B/Stable). Taseko is higher levered than HudBay and Ero
Copper, but similarly levered compared with much larger and
diversified First Quantum Minerals Ltd. (B+/Positive). Development
of the low-cost Florence project would bring size, better
profitability and leverage below positive sensitivities. Should the
Florence project be canceled, Fitch would expect the company to
deleverage from cash on hand, but for the company to remain less
diversified than peers.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
Include:
- Taseko's 75% of Gibraltar production is at lower end of
guidance;
- Copper prices incorporate hedges and Fitch assumptions of
USD8700/tonne in 2022, in USD8,000 in 2023, and USD7,500/tonne
in 2024 and 2025;
- Gibraltar operating expenses declining from USD3.03/lb. in 2022
to USD2.20/lb. longer term;
- Taseko's share of Gibraltar capex at roughly CAD60 million in
each of 2022 and 2023, and CAD45 million thereafter;
- Florence copper project goes forward roughly in line with the
technical report dated Feb. 28, 2017;
- Other than modest Florence debt, no other financing activities.
Key Recovery Rating Assumptions
The recovery analysis assumes that Taseko Mines Ltd. would be
reorganized as a going-concern in bankruptcy rather than
liquidated. Fitch notes that Florence Copper Inc. provides an
unsecured guarantee of the notes but may be partially financed on a
secured basis, take 18 months to construct and a further 18 months
to fully ramp-up.
Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
Taseko's GC EBITDA assumption comprises it's 75% interest in
Gibraltar calculated at copper prices of USD3.00/lb. and cash
operating costs at USD2.15/lb. The GC EBITDA assumption for 100% of
Gibraltar is CAD107 million.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation.
An Enterprise Value (EV) multiple of 4.0x EBITDA is applied to the
Gibraltar GC EBITDA to calculate a post-reorganization EV to
reflect Gibraltar's higher cost position as well as solid reserve
life and low country risk. The choice of this multiple considered
similar public companies trade at EBITDA multiples in the 4x-6x
range.
Gibraltar has secured equipment loans which are deemed to be
recovered by Gibraltar before the new revolver and notes at the
Taseko level.
The residual adjusted post-reorganization EV of Gibraltar after the
recovery of Gibraltar obligations becomes CAD372 million (residual
value).
75% of the residual value results in outstanding recovery
corresponding to the 'RR1' rating on Taseko's revolver assuming
full utilization and average recovery corresponding to the 'RR4'
rating on Taseko's senior secured notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- The Florence copper project is well advanced, project capex is
around USD280 million, project debt is around USD50 million and
expected to be nonrecourse, annual production is expected to be
around 80 million lbs. and cash costs are in the first quartile
of the global cost curve;
- Financial policies in place resulting in consolidated total
debt/EBITDA after minority distributions sustained below 3.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A weakening FCF outlook;
- Increased costs or material disruption at Gibraltar;
- Addition of senior secured debt that weakens recovery
prospects;
- Consolidated total debt/EBITDA after minority distributions
sustained above 4.5x.2
LIQUIDITY AND DEBT STRUCTURE
Supportive Liquidity: Taseko will has an undrawn USD50 million
revolving credit maturing April 3, 2025 and available cash on hand
was CAD177 million at June 30, 2022. The Gibraltar joint venture
also has an uncommitted CAD15 million credit facility to provide
LOCs to Gibraltar suppliers to support trade finance. Fitch expects
FCF to be modest from Gibraltar in 2022 and in the CAD30
million-CAD50 million range per year, thereafter.
ISSUER PROFILE
Taseko is a small mining company headquartered in Vancouver, BC
that operates one large-scale, high-cost copper mine in Canada
(Gibraltar) and owns a pipeline of projects including: Florence
(copper), Aley (niobium), Yellowhead (copper) and New Prosperity
(gold and copper). Taseko owns and consolidates 75% of the
Gilbraltar mine. The company is working to advance development of
the low-cost Florence copper project in Arizona. Exploration and
development are expected to be modest at other projects.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch has made no material adjustments that are not disclosed
within the company's public filings.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Debt Rating Recovery Prior
---- ------ -------- -----
Taseko Mines Limited LT IDR B- Affirmed B-
Senior Secured
2nd Lien LT B- Affirmed RR4 B-
senior secured LT BB- Affirmed RR1 BB-
THOMAS R. MCCONNELL: Seeks Shortened Objection Period on Sale
-------------------------------------------------------------
Thomas R. McConnell and Susan K. McConnell ask the U.S. Bankruptcy
Court for the Southern District of Indiana to shorten the objection
period relating to their proposed sale of certain parcels of real
property located at 2307, 2307 1/2, and 2309 W. Charles Street, in
Muncie, Indiana, to Clever Girl Real Estate Solutions, LLC, for a
total purchase price of $225,000.
The proposed terms set forth in the motion to sell are consistent
with the Debtors' Amended Plan of Reorganization and Order
Confirming Plan.
The Debtors do not believe that any creditor or interested party
would be unfairly prejudiced by the granting of their motion to
shorten time. All ascertainable creditors and interested parties
are being served with said motion to sell and the motion to shorten
time.
Time is of the essence with respect to the Court's determination on
the motion to sell. Upon consultation with the parties most
affected by the motion to sell, primarily the Office of the U.S.
Trustee, the filing of objections is not anticipated.
Based on the foregoing, they respectfully request that the Court
shorten the objection period relating to the second amended motion
from 21 to seven days.
Thomas R. McConnell and Susan K. McConnell sought Chapter 11
protection (Bankr. S.D. Ind. Case No. 19-07217) on Sept. 26, 2019.
The Debtors tapped John Woodrow Nelson, Esq., at Law Offices of
John Nelson as counsel. on Oct. 21, 2020, the Court confirmed the
Debtor's Amended Plan of Reorganization.
THUNDER INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Thunder Inc.
d/b/a Escobar Construction
f/k/a Los Angeles Apartment Corporation
5120 W Pico Boulevard
Los Angeles, CA 90019
Business Description: The Debtor is part of the nonresidential
building construction industry.
Chapter 11 Petition Date: September 30, 2022
Court: United States Bankruptcy Court
Central District of Carolina
Case No.: 22-15357
Judge: Hon. Barry Russell
Debtor's Counsel: Raymond H. Aver, Esq.
LAW OFFICES OF RAYMOND H. AVER,
A PROFESSIONAL CORPORATION
10801 National Boulevard, Suite 100
Los Angeles, CA 90064
Tel: (310) 571-3511
Email: ray@averlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald O. Escobar as chief executive
officer.
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/PDLNQ2Y/Thunder_Inc__cacbke-22-15357__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/PFGNQWQ/Thunder_Inc__cacbke-22-15357__0001.0.pdf?mcid=tGE4TAMA
TILTON ROAD: Tawil Buying Vineland City Property for $1.45 Million
------------------------------------------------------------------
Tilton Road Investors, LLC, asks the U.S. Bankruptcy Court for the
District of New Jersey to authorize the sale of a property at 1332
South Delsea Drive, in Vineland City, New Jersey 08360, to Elliot
Tawil, or his assignee, for the sum of $1.45 million.
The Sale will be free and clear of liens and encumbrances and other
claims or interests and transferring such claims to the proceeds of
sale.
The Sale is pursuant to the parties' Contract for Sale of Real
Estate Commercial.
The deposit sum of $72,500 was given at the execution of the
Contract, held by Presidential Title Agency, 1546 Blackwood -
Clementon Road, Blackwood, New Jersey, the title company for the
Buyer in an non-interest bearing escrow account. The balance of
the purchase price, at the time of closing.
The Seller will pay for the drawing of the deed, state bulk sale
escrow, lien discharge fees, the New Jersey Realty Transfer Tax and
one half of the title company attendance fee. Additional searches,
title insurance and other conveyance expenses are to be paid for by
the Buyer. The Buyer will be responsible for the recording of the
deed, Mansion Transfer Tax and one-half of the title company
attendance fee. The Seller will pay at the time of Closing any and
all outstanding municipal assessments which are due for
improvements made to the Property, which have been completed or
commenced on the Property prior to the date of Closing.
The Seller will be responsible for the payment of the real estate
broker's commission. Graham Hear Real Estate is the broker for
this transaction and he will receive a commission of $50,000 from
the Seller, from the proceeds of closing.
The Buyer and Seller agree to adjust the following expenses to the
closing date: taxes, municipal charges and rents, if any.
A copy of the Contract is available for free at
https://tinyurl.com/5a8z3vuw from PacerMonitor.com free of charge.
About Tilton Road Investors, LLC
Tilton Road Investors, LLC, located at 1332 S. Delsea Drive
Vineland, NJ 08361, is a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)). It sought Chapter 11 protection (Bankr.
D.N.J. Case No. 22-15411) on July 5, 2022.
The Debtor estimated assets and liabilities in the range of $1
million to $10 million.
The Debtor tapped E. Richard Dressel, Esq., at Lex Nova Law, LLC as
counsel.
The petition was signed by Louis Sacco as managing member.
TOP LINE GRANITE: Court OKs Cash Collateral Access Thru Dec 1
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Top Line Granite Design Inc. to use cash collateral on a
final basis under the same terms and conditions of the previous
order through the date of the final hearing set for December 1,
2022, at 12:30 p.m.
The Debtor is permitted to use of cash collateral in the ordinary
course of its business to pay all reasonable expenses necessary to
maintain and continue usual business operations, substantially in
accordance with the updated budget dated September 26, 2022.
As adequate protection, the lienholders are granted post-petition
replacement liens and security interests in property of the
Debtor's estate, to the extent of valid perfected security
interests as of the Petition Date not subject to avoidance, in an
amount equivalent to the amount of cash collateral expended by the
Debtor, of the same type, in the same nature and to the same extent
as the Lienholders had in such assets pre-petition to the extent
the Lienholders held validly perfected and unavoidable liens and
security interests as of the Petition Date.
The Post-petition Liens will only secure the amount of any
diminution in the value of the Lienholders' prepetition collateral
constituting cash collateral resulting from the Debtor's use
thereof in the operation of the Debtor's business in the
Post-petition Period.
The Post-petition Liens will have the same priority, validity, and
enforceability as the Lienholders' liens on their pre-petition
collateral.
As further adequate protection, to the extent funds are available,
the Debtor was authorized to make monthly adequate protection
payments to the Lienholders.
A copy of the order is available at https://bit.ly/3fBeCWY from
PacerMonitor.com.
About Top Line Granite Design Inc.
Top Line Granite Design Inc. is a manufacturer of cut stone and
stone products. Top Line offers a selections of kitchen granite,
marble and quartz.
Top Line sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Mass. Case No. 22-40216) on March 25, 2022. In the
petition signed by Edmilson Ramos, president, the Debtor disclosed
up to $10 million in assets and up to $50 million in liabilities.
Judge Christopher J. Panos oversees the case.
Alan L. Braunstein, Esq., at Riemer and Braunstein LLP is the
Debtor's counsel.
TOWER HEALTH: Fitch Lowers LongTerm IDR to 'CCC+'
-------------------------------------------------
Fitch Ratings has downgraded Tower Health System's, PA (Tower)
Long-Term Issuer Default Rating (IDR) to 'CCC+' from 'B+'. Fitch
has also downgraded the following bonds issued by, or on behalf of,
Tower to 'CCC+' from 'B+':
- The Berks County Municipal Authority (Reading Hospital &
Medical Center Project) series 2012A;
- The Berks County Industrial Development Authority revenue bonds
series 2017;
- The Berks County Municipal Authority fixed rate revenue bonds
series 2020A;
- The Berks County Municipal Authority fixed rate revenue put
bonds series 2020B-1;
- The Berks County Municipal Authority fixed rate revenue put
bonds series 2020B-2;
- The Berks County Municipal Authority fixed rate revenue put
bonds series 2020B-3;
- Tower Health taxable fixed rate revenue bonds series 2020.
Fitch does not typically assign Rating Outlooks to the 'CCC'
category.
SECURITY
The bonds are secured by a pledge of gross revenues of the
obligated group (OG). The OG consists of Tower, Reading Hospital
and the acquired CHS hospitals. The OG does not include St.
Christopher's Hospital for Children or the Tower Health Medical
Group. All Tower debt is fixed-rate.
ANALYTICAL CONCLUSION
The three-notch downgrade to 'CCC+' reflects Tower's ongoing
significant financial losses in fiscal 2022 (unaudited YE results
through June 30, 2022), with an operating loss of $195 million, or
a negative 1.8% operating EBITDA margin. Tower Health's
unrestricted liquidity position is also rapidly weakening, falling
to just $341.5 million (when excluding $27.9 million in Medicare
Advance funding), which results in a very weak cash-to-debt ratio
of just 19%.
Tower has made several successful strategic efforts to address
fundamental structural issues. These include an alliance with Penn
Medicine, closure of its Brandywine and Jennersville hospitals, and
a plan to transfer ownership of Chestnut Hill Hospital to an
alliance of Temple Health, Redeemer Health and the Philadelphia
College of Osteopathic Medicine (PCOM). In addition, the Children's
Hospital of Philadelphia (CHOP), Jefferson Health, Temple Health,
PCOM and private donors will provide more than $50 million in
financial support to St. Christopher's Hospital for Children over
the next two years.
Despite these efforts, unexpected expense growth almost exclusively
in added labor costs, yet common for the sector, was significant
and impacted profitability, leaving fiscal operating 2022 results
well below budgeted levels. It is Fitch's opinion that Tower's
pathway to financial stability is much more limited than just two
or three quarters ago. While somewhat improved, the cash burn rate
could result further downgrades if it continues at the current
level.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'
Solid Inpatient Market Share
Tower's revenue defensibility remains 'mid-range' and reflects
their leading inpatient market share in its primary service area
(PSA) of Reading, Pennsylvania, of around 67%. Recent announcements
and divestitures will continue to impact Tower's market-share over
the medium term to an undetermined level, but Fitch does not
believe this will negatively impact Tower's revenue defensibility
assessment. A demographically strong population in the immediate
service area has only moderate levels of Medicaid and self-pay
payor mix of around 20.5% in 2022, well below Fitch's threshold of
25% and consistent with the prior year. Fitch believes there is no
immediate threat of payor mix deterioration in the near term.
Operating Risk: 'b'
Significant Operational Losses Continue
Tower's operating risk profile assessment is 'very weak' based on
the system's negative operating income levels, now for the fifth
year in a row based on fiscal 2022 (unaudited year-end results),
despite a $50 million improvement over fiscal 2021's YE results.
Financial disruption over the last three fiscal years, now total
$854 million in operating losses ($956.6 over the last four), which
can be attributed to the initial CMP integration difficulties, to
the impact of the coronavirus pandemic, and to ongoing volume and
staffing challenges continuing to hamper the organization's ability
to break even on operations.
Both Fitch and Tower's management previously expected more
operational improvement in fiscal 2022. The support for St.
Christopher's, the pending divestiture of Chestnut Hill and the
closure of two hospitals should go a long way towards improving and
stabilizing Tower's operational performance. However, fiscal 2022
is $190.8 million behind budgeted levels (on a system basis) due to
operational losses, and Tower's ongoing cash burn continues largely
unabated.
Tower's capital spending requirements are necessarily curtailed at
this time and are likely to be $50.0 million a year, or just enough
to cover minimal spending for only necessary capital (e.g.,
break/fix related). This could fluctuate with partnerships and
divestitures, but Fitch expects capital spending needs will to grow
over time.
Financial Profile: 'b'
Liquidity Cushion Shows Continued Deterioration
Tower's leverage and liquidity position have further weakened since
Fitch's last review.
Tower had approximately $1.8 billion of total debt outstanding at
unaudited fiscal year-end 2022, which includes long term bond debt,
short-term notes and operating leases. At fiscal year-end 2022, the
system's unrestricted cash fell to $341.5 million from $555.1
million the prior year. The net result is that cash to debt has
fallen to 19%. Days' cash on hand, as measure by Fitch, is 55 days
at fiscal 2022-year end.
Fitch's base case scenario analysis is our best estimate of the
most likely scenario of financial performance over the next five
years given the current economic environment and Fitch's
expectations of Tower's operating performance. Fitch does not
perform a stress case scenario analysis for Tower, given current
stress circumstances.
Its forward-looking analysis reflects Tower's most recent
operational performance and liquidity decline but also its
anticipated operating improvement. Including these factors, Fitch
expects that Tower will have approximately 30 days' cash on hand in
about three years' time, with cash to debt less than 10%. This
scenario analysis does assume some balance sheet improvement
expected from the divestiture of certain assets but does not
consider any further reduction in capital spending, which would
impact this timeline.
Under Fitch's most optimistic analysis with a much more significant
cash preservation scenario due to additional balance sheet
improvement from asset divestitures, market conditions and other
funding sources, Fitch estimates that days' cash on hand will be at
40 days' and cash to debt will be approximately 12% at the same
three-year time period, also given the same assumption in capital
spending levels remaining consistent and not reduced further.
Asymmetric Additional Risk Considerations
No asymmetric risk considerations were considered in this rating
determination.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A failure to hit articulated operating income results in fiscal
2023;
- Further balance sheet dilution (of a material amount) could
result in further negative rating action;
- A declaration of bankruptcy, even if payments are still being
made on time and in full
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Given this rating action and recent operational and liquidity
trajectory, positive rating action will be limited to material
improvements in Tower Health's balance sheet, such that cash to
debt rises above 40%;
- An improvement to operating EBITDA of 5% or greater;
- Significant assistance from a third party that results in
similar leverage and operational financial metrics described
above;
- Structural enhancement from a third party in the form of short
term or long-term debt guarantee.
ESG CONSIDERATIONS
Tower Health (PA) has an ESG Relevance Score of '4' for Management
Strategy given their material steps to return Tower Health to
longer term operational viability, although those steps are still
falling short of intended results, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Debt Rating Prior
---- ------ -----
Tower Health (PA) LT IDR CCC+ Downgrade B+
Tower Health (PA)
/General Revenues
/1 LT LT CCC+ Downgrade B+
TREETOP DEVELOPMENT: Seeks to Tap GlassRatner as Financial Advisor
------------------------------------------------------------------
Treetop Development, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire GlassRatner
Advisory & Capital Group, LLC dba B. Riley Advisory Services as its
financial advisor consultant and expert witness.
The firm's services include:
a. assisting with the assessment, formulation and/or
implementation of financial restructuring strategies, including
assisting with the preparation of financial information for
presentation t one or more lenders/buyers;
b. reviewing, evaluating and participating in various
negotiations with creditors and lenders;
c. assisting in procuring project financing for Debtor;
d. testifying as an expert in Debtor's Chapter 11 case on such
issues as Plan Feasibility and such other issues as Debtor may
request and B. Riley may agree; and
e. otherwise assisting in such matters as will aid in
accomplishing the foregoing.
The firm will be paid at the rates:
J. Michael Issa $575 per hour
Other Consultants $250 to $575 per hour
The firm will receive an evergreen retainer in the amount of
$10,000.
J. Michael Issa, senior managing director of GlassRatner, assured
the court that the firm is a disinterested person as that term is
defined in 11 U.S.C. Sec. 101(14), and has no interest adverse to
the Debtor, its creditors, or the estate.
The firm can be reached through:
J. Michael Issa
GlassRatner Advisory & Capital Group, LLC
dba B. Riley Advisory Services
19800 MacArthur Blvd., Suite 820
Irvine, CA 92612
Phone: (949)407-6620
Email: missa@brileyfin.com
About Treetop Development
Mohamed Anwar Hadid is a Jordanian-American real estate developer.
He is known for building luxury hotels and mansions, mainly in the
Bel Air neighbourhood of Los Angeles and the city of Beverly Hills,
Calif.
Hadid's 901 Strada, LLC, based in Los Angeles, CA, filed a Chapter
11 petition (Bankr. C.D. Cal. Case No. 19-23962) on Nov. 27, 2019.
Strada was entity formed for the purpose of developing and
ultimately selling the real property perched on a hillside, and
with views to the ocean, located at 901 Strada Vecchia Road, Bel
Air, California. 901 Strada sought bankruptcy after the City of
Los Angeles revoked the building permits and a court ordered the
partially finished structures to be towrn down.
Hadid's Coldwater Development, LLC, and Lydda Lud, LLC, filed for
Chapter 11 bankruptcy in January 2021 (Bankr. C.D. Cal. Lead Case
No. 21-10335). Coldwater and Lydda Lud owned six highly prized,
vacant, residential estate lots, totaling 65.63 acres located in
the Santa Monica Mountains above Beverly Hills, California. The
debtors said the property was worth $130 million but was embroiled
in a dispute with the activist group "Friends of the Hastain
Trail", which has pushed for a recreational trail easement through
the property. The cases have since been converted to Chapter 7
liquidation and the property sold by the bankruptcy trustee for
just $1.7 million in April 2022.
Hadid's Treetop Development LLC, owner of a 9650 Cedarbrook Drive
in Beverly Hills, California, which is a planned 78,000-square-foot
home that's currently on the market for $250 million, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Case No. 22-14165) on August 2, 2022. In the petition
filed by Mohamed A. Hadid, as manager, the Debtor reported assets
between $100 million and $500 million and liabilities between
$10million and $50 million.
Lewis R Landau, of LeWis R. Landau Attorney at law, is the Debtor's
counsel.
TROIKA MEDIA: Signs Exchange Agreement With Preferred Stockholders
------------------------------------------------------------------
Troika Media Group, Inc. has entered into an exchange agreement
with each holder of its Series E Preferred Stock pursuant to which
(i) each Series E Holder will exchange its existing warrant to
purchase the Company's common stock, dated March 16, 2022, for new
warrants to purchase of the Company's common stock and (ii) each
Series E Holder consented to changes in the terms of the private
placement effected by the Company on March 16, 2022, including an
amendment and restatement of the terms of the Company's Series E
convertible preferred stock, par value $0.01 per share.
In consideration for the issuance of the New Warrants and the other
New PIPE Terms, the Company filed an Amended and Restated
Certificate of Designation of Preferences, Rights and Limitations
of Series E Convertible Preferred Stock with the Secretary of State
of the State of Nevada.
The New PIPE Terms effect the following changes, among others, to
the rights Series E Holders:
a. New Warrant Exercise Price: The New Warrant exercise price
per share of common stock is $0.55, provided that if all shares of
Series E Preferred Stock issued pursuant to the Certificate of
Designation are not repurchased by the Company on or prior to Nov.
26, 2022, on such date, the exercise price per share of the New
Warrants will revert to $2.00, subject to further adjustment as
set forth in the New Warrant.
b. Series E Conversion Price: The conversion price for the
Series E Preferred Stock shall initially equal $0.40 per share, and
so long as the arithmetic average of the daily VWAPs of the Common
Stock for the calendar week prior to each of the following
respective dates is lower than the Conversion Price at that time,
the Conversion Price shall be downwardly adjusted by $0.01 on each
of Oct. 24, 2022, Oct. 31, 2022, Nov. 7, 2022, Nov. 14, 2022 and
Nov. 21, 2022.
c. Standstill Period: The Company and the Series E Holders will
enter into a 60-day standstill period ending on Nov. 26, 2022,
during which each Series E Holder may convert not more than 50% of
the Series E Preferred Stock held by such holder at the beginning
of the Standstill Period.
d. Series E Buyout. During the Standstill Period the Company
will use commercially reasonable efforts to raise funds to
repurchase all outstanding shares of Series E Preferred Stock held
by the Series E Holders at a purchase price of $100 per share,
subject to the provisions of the Certificate of Designation.
About Troika
Troika Media Group (fka M2 nGage Group, Inc.) -- www.thetmgrp.com
-- is a consumer engagement and customer acquisition consulting and
solutions group based in New York and Los Angeles. Troika's
expertise is in Consumer Products and Services, Entertainment and
Media, Sports and Sports Betting, Financial and Professional,
Education and eSports and Gaming sectors. Its clients include
Apple, Hulu, Riot Games, Belvedere Vodka, Unilever, UFC, Leaf Home,
AT&T, Andersen Windows, Peloton, CNN, HBO, ESPN, Wynn Resorts and
Casinos, IMAX, Netflix, Sony, Yahoo, and Coca-Cola.
Troika Media reported a net loss of $38.69 million for the year
ended June 30, 2022, a net loss of $16 million for the year ended
June 30, 2021, and a net loss of $14.45 million for the year ended
June 30, 2020.
TROIKA MEDIA: Widens Net Loss to $38.7 Million in FY Ended June 30
------------------------------------------------------------------
Troika Media Group, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$38.69 million on $116.41 million of net revenues for the year
ended June 30, 2022, compared to a net loss of $16 million on
$16.19 million of net revenues for the year ended June 30, 2021.
The Company also reported a net loss of $14.45 million for the year
ended June 30, 2020.
As of June 30, 2022, the Company had $204.30 million in total
assets, $193.91 million in total liabilities, and $10.39 million in
total stockholders' equity.
Management Commentary
"The financial results demonstrate great progress since our
acquisition of Converge. We have activated our new integrated
operational model to deliver customer acquisition solutions that
empower businesses to acquire, grow, and retain customers more
efficiently and sustainably. We underwent a business
transformation which has been a catalyst for growth as we have
altered the course of the business following changes in management,
governance, operations, and revenue strategy. The speed and
magnitude of change now sets us up for a future boost to revenue,
GAAP positive earnings, and ongoing growth potential. I am
extremely pleased with the speed in which we have been able to
deliver the reorganization in operations and the efforts of our
management team during this period. Importantly, we have divested
and restructured several legacy parts of the Troika business and
repositioned our resources to fuel growth," said Sid Toama, chief
executive officer of TMG.
"We are now able to take advantage of a disruption in digital and
offline media channels and help businesses reevaluate their
customer acquisition and retention investments. Our diverse
performance business model will also help clients mitigate their
business uncertainties as they continue to try to grow their
customer base. We are continuing to help our clients in home
services, professional services, insurance, and legal services to
offer value offerings to consumers through our performance
marketing solutions model. As an additional value proposition, we
are well-positioned to help our clients measure the impact of their
customer acquisition investments through our data and business
intelligence solutions at a time when return on investment is
paramount."
"We have also redefined our brand strategy and integrated our data,
technology, and customer acquisition functions to create a robust
offering for our current and prospective clients following the
acquisition of Converge. Our outlook for the now integrated
Converge business remains positive, enhancing TMG's value to
clients and delivering performance outcomes through agile creative,
innovative technology, and adaptive intelligence to deliver
financial goals."
"We are keenly focused on building integrated functions across the
businesses to optimize operational efficiencies to drive revenue
and margin, while streamlining internal corporate functions. To
support this, we have relocated our Corporate headquarters to New
York where we have been building our shared services teams.
Additional focus points include removing from the business any
legacy arrangements that are not in line with these core
objectives," said Erica Naidrich, chief financial officer of TMG.
"We are extremely pleased with what we have accomplished in this
fourth quarter of the fiscal year, while working to mitigate the
costs and remove the inefficiencies of the Company's legacy
business model, some of which will continue to burden performance
until we can report a full four quarters of results integrating
Converge business. We are now poised and ready directionally for
where the business is going. The results reflect the early stages
of the strategies and tactics we have implemented to chart a new
direction for the Company."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001021096/000162828022025641/trka-20220630.htm
About Troika
Troika Media Group, Inc. (fka M2 nGage Group, Inc.) --
www.thetmgrp.com -- is a consumer engagement and customer
acquisition consulting and solutions group based in New York and
Los Angeles. Troika's expertise is in Consumer Products and
Services, Entertainment and Media, Sports and Sports Betting,
Financial and Professional, Education and eSports and Gaming
sectors. Its clients include Apple, Hulu, Riot Games, Belvedere
Vodka, Unilever, UFC, Leaf Home, AT&T, Andersen Windows, Peloton,
CNN, HBO, ESPN, Wynn Resorts and Casinos, IMAX, Netflix, Sony,
Yahoo, and Coca-Cola.
TRX HOLDCO: May Use $303,822 in Cash Collateral
-----------------------------------------------
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 a further
interim basis in order to pay the $303,822 of Approved Expenses set
forth in the Second Post-Closing WindDown Budget.
Woodforest National Bank has an interest in the Debtors' cash
collateral. On account of the Debtors' post-petition use of cash
collateral, the Bank is granted adequate protection in the form
of:
(a) a replacement lien against the Debtors' post-petition
assets (excluding any avoidance causes of action), to the extent of
any post-petition diminution in the value of the Bank's collateral
as a result of the Debtors' post-petition use of cash collateral;
and
(b) a superpriority administrative claim pursuant to Section
507(b) of the Bankruptcy Code to the extent of any post-petition
diminution in the value of the Bank's prepetition collateral as a
result of the Debtors' post-petition use of cash collateral. All
replacement liens granted are valid, enforceable and fully
perfected, and no filing or recordation or any other act in
accordance with any applicable local, state, or federal law is
necessary.
A ninth interim hearing on the matter is scheduled for October 26,
2022 at 1:30 p.m.
A copy of the order is available at https://bit.ly/3SMgyul 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.
TURNER OAKWOOD: Seeks to Hire Everett Gaskins as Legal Counsel
--------------------------------------------------------------
Turner Oakwood Properties, LLC asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina, to employ law firm of
Everett Gaskins Hancock LLP as its bankruptcy counsel.
The firm's services include:
a. undertaking any and all steps and actions necessary to
authorize the use of cash collateral pursuant to § 363 of the
Bankruptcy Code, if applicable;
b. advising the Debtor with respect to its powers and duties
as debtor-in-possession in the continued management, operation, and
reorganization of its business;
c. reviewing any and all claims asserted against the Debtor by
its creditors, equity holders, and parties in interest;
d. representing the Debtor's interests at the Meeting of
Creditors under Sec. 341 of the Bankruptcy Code, and at any other
hearing or conference scheduled in the Bankruptcy Case before the
Court related to the Debtor;
e. attending any meetings, conferences, and negotiations with
representatives of creditors and other parties in interest;
f. reviewing and examining, if necessary, any and all
transfers which may be avoided as preferential or fraudulent
transfers under the appropriate provisions of the Bankruptcy Code;
g. taking any and all necessary actions to protect and
preserve the Debtor's estate, including the prosecution of actions
on the Debtor's behalf, the defense of any action commenced against
the Debtor, negotiations concerning all litigation in which the
Debtor is, or may become involved, and objections to any claims
filed against the bankruptcy estate of the Debtor;
h. preparing, on behalf of the Debtor all motions,
applications, answers, orders, reports, and pleadings necessary to
the administration of the bankruptcy estate;
i. preparing, on behalf of the Debtor, any plan of
reorganization, disclosure statement, and all related agreements
and/or documents, and take any necessary actions on behalf of the
debtor to obtain confirmation of such plan of reorganization and
approval of such disclosure statement;
j. representing the Debtor in connection with any potential
post-petition financing;
k. advising the Debtor in connection with the sale or
liquidation, if applicable, of any assets and property to third
parties;
l. appearing before the Court, or any such appellate court,
and the Office of the Bankruptcy Administrator to protect the
interests of the Debtor and the bankruptcy estate;
m. representing the Debtor with respect to any general,
corporate, or transactional matters that arise during the course of
the administration of the Bankruptcy Case; and
n. assisting and advising the Debtor with respect to
negotiation, documentation, implementation, consummation, and
closing of any corporate transactions, including sales of assets,
in the Bankruptcy Case.
The firm will be paid at these hourly rates:
William H. Kroll, Attorney $300
James M. Hash, Attorney $300
Mindy T. Lee, Paralegal $125
Everett Gaskins represents and holds no interest adverse to the
interests of the bankruptcy estate, and is disinterested as that
term is defined in Sec. 101(14) of the Bankruptcy Code as modified
by Sec. 1107(b) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
William H. Kroll, Esq.
Everett Gaskins Hancock LLP
The Historic Briggs Hardware Building
220 Fayetteville Street
P.O. Box 911
Raleigh, NC 27602
Telephone: 919-755-0025
Facsimile: 919-755-0009
Email: bill@eghlaw.com
About Turner Oakwood Properties, LLC
Turner Oakwood Properties, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 22-02049) on
September 12, 2022. In the petition signed by Augusta Bernadette
Turner, manager, the Debtor disclosed up to $1 million in both
assets and liabilities.
William Kroll, Esq., at Everett Gaskins Hancock LLP, is the
Debtor's counsel.
VANESSA STOLLER: $6.1-Mil. Sale of Hidden Hills Property Approved
-----------------------------------------------------------------
Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central
District of California authorized Vanessa Stoller's sale of the
estate's community property ownership interest in the real property
and improvements located at 5747 Hoback Glen Road, in Hidden Hills,
California 91302, to Yair Sisso and Shay Gozlan and/or assignee for
$6,085,000, pursuant to the terms embodied in the Agreement.
The Sale is free and clear of all Liens, if any, to attach to the
sale proceeds.
The Order will be effective immediately. No automatic stay of
execution, pursuant to Rule 62(a) of the Federal Rules of Civil
Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies with
respect to the Order.
A hearing on the Motion was held on Sept. 12, 2022 at 11:00 a.m.
Vanessa Stoller sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 22-10141) on Feb. 8, 2022. The Debtor tapped Terri Kinsley,
Esq., as counsel.
VENUE CHURCH: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Southern Division, entered an order granting in part the motion to
use cash collateral filed by Venue Church, Inc. to allow the Debtor
to use the September 2022 rent payment from Crosswalk Church and
use the October rent from both leases for its October operations.
First Citizens National Bank has objected to the use of cash
collateral as attributable to the proceeds from a lease between the
Debtor and Armstrong Transfer & Storage Company.
At the hearing held on September 28, 2022, the Court found that the
Debtor does have an interest in the Armstrong rent payments and,
having previously found that the Debtor had an interest in the
rents from the Crosswalk lease, the Court held that the rental
payments are cash collateral.
The Court directed the Bank to deliver the September rent promptly
to the Debtor so it may use the funds for the September 30 payroll.
As adequate protection for the use of that cash collateral, the
Court said the Bank has an equity cushion in the real property
securing its debt sufficient to cover the outstanding indebtedness
and addition accruals under its loan documents. In addition, the
Bank is granted a replacement lien in any leases of the property
subject to the Bank's Deeds of Trust in effect and any new leases
or extensions entered into by the Debtor.
The Debtor's budget contemplates making an interest payment to a
new lender in November. Should the Debtor not have obtained a
commitment by October 31, 2022, for new financing, the budgeted
payment for interest will be paid as additional adequate protection
to the Bank unless the Debtor seeks relief from the obligation and
shows cause why it should be allowed to retain the funds.
The authorization to use the cash collateral will end on October
28. The Bank and the Debtor may extend the term of the
authorization to use the rental payments by agreed order to a date
up to January 26, 2023, without the need for further hearing. If
the parties cannot agree to an extension, or if the Debtor wants an
extension beyond January 26, 2023, then the Debtor must request an
extension and set a hearing for the Court's regularly scheduled
Chapter 11 dockets. Alternatively, the Debtor may seek a special
setting on at least one week’s notice.
A copy of the order is available at https://bit.ly/3LWCb90 from
PacerMonitor.com.
About Venue Church Inc.
Venue Church Inc. is a megachurch in Tennessee. Venue Church Inc.
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D. Tenn. Case No. 22-11829) on August 23, 2022. In its
petition, it listed estimated assets less than $5 million and more
than $3 million in mortgage, auto loan, and credit card debt.
The case is overseen by Honorable Bankruptcy Judge Shelley D.
Rucker.
The Debtor is represented by Tom Bible Law as counsel.
VIAVI SOLUTIONS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating of
Viavi Solutions Inc. (VIAVI) at 'BB'. Fitch has also affirmed
VIAVI's senior unsecured notes at 'BB'/'RR4'. The Rating Outlook is
Stable.
The Rating and Outlook reflect VIAVI's leadership position in
wireless and wireline test and measurement sub-sectors that benefit
from secular trends. In addition, relative to peers, the company's
anti-counterfeiting pigments business reduces cyclicality. Under
Fitch's base case, VIAVI's credit protection metrics may test
Fitch's positive rating sensitivities. However, Fitch believes
rating upside is not warranted as the continued commitment to a
gross leverage target of below 3.5x is suggestive of potential for
future leveraging transactions.
KEY RATING DRIVERS
Strong Market Position: VIAVI is a top five provider in the test
and measurement space and enjoys leading market positions in
wireline cable, access, metro and transport, fiber, wireless
RAN-to-core, as well as land-mobile and military radio, navigation,
communication and transponders. Additionally, VIAVI is a leader in
anti-counterfeiting pigment materials as well as 3D sensing optical
filters and diffusers used in mobile phones.
Industry Trends Spur Demand: VIAVI benefits from exposure to both
development and field deployment of wireless and wireline
communication technologies. Increased fiber deployment in homes,
data centers and wireless backhaul increases demand for VIAVI's
test and measurement offerings applicable to client manufacturing
operations and its network management solutions, while development
of 800 Gbit/s and 1.6 Tbit/s ethernet speeds support demand for
module prototype and lab-test solutions.
Similarly, transition to 5G wireless has benefited VIAVI through
relationships with service providers that provide demand growth as
their networks are built out, while 6G development supports deeper
engagement with key wireless equipment providers.
Finally, the company's 3D sensing offering for mobile phone
applications has grown in the iOS ecosystem and the potential for
eventual adoption within android-based phones may significantly
expand market potential. Growth from ADAS automotive applications
should also support demand for VIAVI's optical filters and
diffusers.
Diversification Outweighs Customer Concentration: VIAVI's revenue
composition includes about 70% from the network and service
enablement segment (NSE), inclusive of core test and measurement
and network optimization, and approximately 30% attributed to the
highly entrenched optical security and performance products (OSP)
segment, which primarily provides the anti-counterfeiting pigments
needed for physical currency.
This secondary source of revenue helped to offset demand declines
in the NSE segment during the pandemic. For FY21 NSE segment
revenue declined by 1.4%, while the OSP segment increased by 25.8%,
resulting in overall VIAVI revenue rising by 5.5%. The counter
cyclicality of the anti-counterfeiting business is driven by fiscal
and monetary stimulus support programs that drive bank note growth
during times of macroeconomic stress.
While the government's large stimulus response to the pandemic
cannot be assumed for typical economic downturns, the fundamental
countercyclical nature of the anti-counterfeiting business can be
relied upon to provide some offset to any economic driven demand
fall off in wireless and wireline end-markets. Fitch views this
diversification benefit as partially offsetting the customer
concentration associated with the anti-counterfeiting business.
SICPA Holding SA Company (SICPA) generated 14% of VIAVI's net
revenue in FY22 and the partners maintain a strategic alliance, to
market the anti-counterfeiting pigments developed and manufactured
by VIAVI to monetary authorities globally.
Improved Operating Leverage: Since VIAVI (formerly JDS Uniphase)
separated from Lumentum Holdings, Inc. in 2015, the company has
made meaningful progress in driving operating leverage in its
business, increasing its non-GAAP operating margin from 13% in FY16
to 22% in FY22. Management achieved this through focused
investments in growth areas (fiber, 5G and 3D sensing),
divestitures of non-core businesses, increased operating efficiency
through significant restructuring, and leveraging service provider
networks and channel partners for distribution.
Additionally, increased scale (FY16 revenue of $900 million has
grown to $1.3 billion in FY22) has yielded meaningful operating
leverage, and has contributed to management's recently updated
target model seeking to achieve growth of 4%-6% per annum and
operating margins of 23.5%-25.5% by FY25. Under Fitch's growth and
margin assumptions, which are conservative relative to
management's, VIAVI's operating EBITDA margin is expected to be
sustained over 25%, versus an average of about 20% over the last
five years.
Conservative Financial Policy: VIAVI maintains an explicit gross
leverage target of below 3.5x. Since the time of Fitch's initial
ratings in 2021, VIAVI's gross leverage has remained modestly above
2.0x, well below the company's stated upper threshold and testing
Fitch's positive sensitivity of 2.0x. The current leverage posture
provides meaningful headroom to accommodate investment, end market
cyclicality, and acquisitions, of which VIAVI has completed $660
million tuck-ins since 2017.
Absent leveraging transactions and under conservative growth and
margin assumptions, Fitch sees VIAVI's credit metrics remaining
above positive rating sensitivities over the medium term. Positive
rating momentum could be warranted as the company completes its
capital structure transition from convertible notes to traditional
high-yield unsecured debt and commits to a firmer leverage target.
However, Fitch believes the company's maintenance of its current
financial policy at its recent analyst day in September of 2022 is
indicative of the desire to maintain the flexibility provided by
the current rating to execute on growth, profitability and balance
sheet strategies over the longer term.
DERIVATION SUMMARY
VIAVI's ratings reflect its market leadership as a test and
measurement provider in certain segments of the communications end
market, as well as complimentary positions in anti-counterfeiting
pigment materials and 3D sensing optical filters. The company is a
competitor of peer Keysight Technologies, Inc. (BBB/Stable), which
enjoys larger overall revenue scale approaching $5 billion versus
$1.3 billion for the FYE period ending July 2, 2022 and higher
operating EBITDA margins above 30% compared with mid 20s.
Additionally, post the note offering executed at the time of
Fitch's initial ratings, VIAVI has maintained a fairly conservative
capitalization, as evidenced by 2.2x total debt with equity credit
to operating EBITDA leverage for FY22, compared with peer Keysight,
where leverage for the FY22 is expected to close at 1.1x. VIAVI
targets gross leverage not to exceed 3.5x, while Keysight targets
2.0x on average.
Peer Coherent Corp. (fka II-VI Incorporated; BB/Stable), is a
competitor of VIAVI's optical security and performance products
segment, which produces optical filters used in 3D sensing. Beyond
optical filters, Coherent's product portfolio bears less in common
with VIAVI. The former also enjoys greater revenue scale than VIAVI
at $3.1 billion, but operating EBITDA margins are roughly in line
in the mid 20's. Coherent's gross leverage is elevated above 4.0x
due to recent acquisitions that will see revenue scale to in excess
of $5.0 billion, with the opportunity to improve the combined
entity's margin to more than 26%.
Fitch believes a 'BB' IDR is warranted as the company's market
leadership position, strong secular gross drivers, diversification
and operating improvements are weighed against financial policies,
potential for leveraging transactions elevated leverage and
operating metrics relative to peers.
No country-ceiling, parent/subsidiary or operating environment
aspects affect the rating.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
- Revenue growth of 1% in FY23 due to reduced service provider
spend partially offset by countercyclicality of OSP segment,
and mid-single digit growth per annum thereafter due to demand
from 5G infrastructure buildout, fiber upgrade cycle, as well
as testing and development of 6G wireless and 800 gigabit/1.6
terabit ethernet;
- Maintenance of a 25% margin, with modest improvement over the
next two to three years, reflecting fairly stable NSE gross
margins, modestly declining OSP margins and improved operating
leverage with growth;
- Capex normalizing to 4%-5% of revenue due to completion of new
Arizona facility;
- Repurchase of remaining 2023 convertible notes and refinancing
of 2024 convertible notes with upsized issuance;
- Opportunistic share repurchases in fulfillment of $300 million
authorization, absent material M&A transactions;
- M&A incremental to the rating case and any corresponding
leverage to be considered within the context of a financial
policy that gross leverage shall not exceed 3.5x and will be
brought back to 3.5x or below within 12-18 months of a
leveraging transaction.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Total debt with equity credit to operating EBITDA sustained
below 2.5x;
- Sustained organic growth approaching mid-single digits;
- Adoption of a more conservative leverage target.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Total debt with equity credit to operating EBITDA sustained
above 3.5x;
- FCF margin approaching neutral;
- Organic growth approaching breakeven;
- Shift to a more aggressive financial policy.
LIQUIDITY AND DEBT STRUCTURE
VIAVI had $560 million in cash and cash equivalents, excluding $1
million of short-term investments and $4 million of restricted cash
at July 2, 2022. The company also had access to an undrawn $300
million ABL revolving credit facility, which matures on Dec. 30,
2026. Liquidity is also supported by Fitch's expectation that VIAVI
will generate in excess of approximately $400 million in aggregate
FCF through FY24, more than sufficient to address upcoming
maturities over the ratings horizon.
ISSUER PROFILE
VIAVI is a provider of network test, monitoring and assurance
solutions as well as optical solutions for hard currency
anti-counterfeiting pigments and 3D sensing.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Debt Rating Recovery Prior
---- ------ -------- -----
Viavi Solutions Inc. LT IDR BB Affirmed BB
senior unsecured LT BB Affirmed RR4 BB
VOYAGER DIGITAL: Robertson Balks at Placeholder Plan & Disclosures
------------------------------------------------------------------
Pierce Robertson, a creditor, submitted an objection to Disclosure
Statement Relating to the First Amended Joint Plan of
Reorganization Of Voyager Digital Holdings, Inc. In support of this
objection.
Robertson points out that the Disclosure Statement is little more
than a placeholder disclosure statement and lacks the most basic
information -- let alone "adequate information" within the meaning
of section 1125 of the Bankruptcy Code -- such as a liquidation
analysis, the results of the investigation by the Special
Committee, a description of pending litigation, and a description
of the claims to be released under the Plan.
Robertson further points out that in addition to the lack of
adequate information contained in the Disclosure Statement, the
non-consensual third party releases contained in the Plan render it
patently unconfirmable. As a result, the Debtors should not be
authorized to waste estate resources soliciting a plan until this
Court is comfortable that the proposed releases are more likely
than not confirmable over the objection of a dissenting creditor.
Robertson asserts that the solicitation playbook being followed by
the Debtors is not uncommon in current chapter 11 practice -- file
a placeholder plan and disclosure statement at the outset of the
case and start the clock. However, in this instance, the Disclosure
Statement requires material modifications to meet the requirements
of section 1125 of the Bankruptcy Code and the Plan requires
material modifications to the releases. Under these circumstances,
the Motion and Disclosure Statement should be denied in their
entirety.
Robertson is the lead plaintiff in the putative class-action
litigation filed in the United States District Court for the
Southern District of Florida (the "Florida District Court"),
captioned Roberson, et al. v. Cuban, et al., No. 1:22-cv-22538-RKA
(S.D. Fla. Aug. 10, 2022) (the "Robertson Class Action"). The
current defendants in the Robertson Class Action are Stephen
Ehrlich, Mark Cuban, and the Dallas Basketball Limited d/b/a Dallas
Mavericks. The Robertson Class Action asserts various causes of
action against Mr. Ehrlich, Mr. Cuban, and the Dallas Mavericks,
including aiding and abetting the Debtors' alleged fraud claimed in
the Cassidy Class Action and violations under federal and state
securities law and violations of state consumer-protection laws.
Counsel to Creditor Pierce Robertson:
Richard M. Pachulski, Esq.
Alan J. Kornfeld, Esq.
Debra I. Grassgreen, Esq.
Jason H. Rosell, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Boulevard, 13th Floor
Los Angeles, CA 90067
Telephone: (310) 277-6910
E-mail: rpachulski@pszjlaw.com
akornfeld@pszjlaw.com
dgrassgreen@pszjlaw.com
jrosell@pszjlaw.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 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
listed $1 billion to $10 billion in both assets and liabilities.
The Debtors tapped Kirkland & Ellis as general bankruptcy counsel;
Berkeley Research Group, LLC as financial advisor; Moelis & Company
as investment banker; and Consuelo Group as strategic financial
advisor. Stretto, Inc. is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases on
July 19, 2022. The committee tapped McDermott Will & Emery, LLP as
bankruptcy counsel; Cassels Brock & Blackwell, LLP as Canadian
counsel; and FTI Consulting, Inc. as financial advisor.
WESTBANK HOLDINGS: Liberty Park Unsecureds to Recover 40% in 2 Yrs
------------------------------------------------------------------
Joshua L. Bruno, sole member of Westbank Holdings, LLC, Cypress
Park Apartments II, LLC, Forest Park Apartments, LLC, Liberty Park
Apartments, LLC, Washington Place, LLC, and Riverview Apartments,
LLC (collectively, "Debtors") filed a Disclosure Statement for
Plans of Reorganization dated September 26, 2022.
Each of the Debtors is a limited liability company organized under
the laws of the State of Louisiana. The sole member and manager of
each Debtor is Joshua L. Bruno. He has over twenty-two years'
experience in the operation of businesses and properties similar to
those of the Debtors.
The Properties are mixed-income apartment buildings which provide
affordable housing to residents of New Orleans. Each property has a
laundry room located at the site. Amenities of the properties
include security cameras, Wi-Fi, landscaping, and courtyards. The
apartments within the properties include appliances and granite
countertops. The Debtors' primary source of cashflow is the
collection of rents of the apartments at the respective properties.
The primary purpose of the Plan is to reorganize the debts of the
Debtors and make distributions to holders of Allowed Claims.
The Plan contemplates payments to all holders of Allowed Claims
against the Debtor based upon the cash flow created through the
business operations of the Debtor. The holders of Equity Interests
will not receive any distribution until all other Allowed Claims
have been paid in accordance with the Plan.
Plan Filed by Westbank Holdings, LLC:
* Class 4 General Unsecured Convenience Class. Holders of
General Unsecured Claims of $4,500.00 or less will be a member of
this class. Allowed Class 4 Claims will be paid 90% of the claim on
the Effective Date from the Plan Fund in full satisfaction of its
claim. Holders of General Unsecured Claims with claims in excess of
$4,500.00 can elect to reduce its claim to $4,500.00 and receive
90% of the claim on the Effective Date from the Plan Fund in full
satisfaction of its claim. The total estimate of Class 4 Claims is
$20,707.
* Class 7 General Unsecured Claims. Holders of Allowed Class 7
General Unsecured Claims will be paid 20% of their Allowed Claim
over a period of 5 years without interest. Monthly payments will
commence on the fifteenth day of the second month after the
Effective Date, with payments continuing the 15th day of each
successive calendar month. Holders of Allowed Class 7 Claims shall
also receive proceeds of Retained Avoidance Actions, Pro Rata Share
with Holders of Allowed Class 5 and 6 Claims. The total estimate of
the Class 3 Claim is $11,284,624 general unsecured deficiency claim
of Fannie Mae.
Plan Filed by Cypress Park Apartments II, LLC:
* Class 4 General Unsecured Convenience Class. Holders of
General Unsecured Claims of $4,500.00 or less will be a member of
this class. Allowed Class 4 Claims will be paid 90% of the claim on
the Effective Date from the Plan Fund in full satisfaction of its
claim. Holders of General Unsecured Claims with claims in excess of
$4,500.00 can elect to reduce its claim to $4,500.00 and receive
90% of the claim on the Effective Date from the Plan Fund in full
satisfaction of its claim. The total estimate of Class 4 Claims is
$3,348.
* Class 7 General Unsecured Claims. Holders of Allowed Class 7
General Unsecured Claims will be paid 25% of their Allowed Claim
over a period of 5 years without interest. Monthly payments will
commence on the fifteenth day of the second month after the
Effective Date, with payments continuing the 15th day of each
successive calendar month. Holders of Allowed Class 7 Claims shall
also receive proceeds of Retained Avoidance Actions, Pro Rata Share
with Holders of Allowed Class 5 and 6 Claims. The total estimate of
the Class 3 Claim is $1,079,419.07 general unsecured deficiency
claim of Fannie Mae.
Plan Filed by Forest Park Apartments, LLC:
* Class 4 General Unsecured Convenience Class. Holders of
General Unsecured Claims of $4,500.00 or less will be a member of
this class. Allowed Class 4 Claims will be paid 90% of the claim on
the Effective Date from the Plan Fund in full satisfaction of its
claim. Holders of General Unsecured Claims with claims in excess of
$4,500.00 can elect to reduce its claim to $4,500.00 and receive
90% of the claim on the Effective Date from the Plan Fund in full
satisfaction of its claim. The total estimate of Class 4 Claims is
$4,038.67.
* Class 7 General Unsecured Claims. Holders of Allowed Class 7
General Unsecured Claims will be paid 40% of their Allowed Claim
over a period of 2 years without interest. Monthly payments will
commence on the fifteenth day of the second month after the
Effective Date, with payments continuing the 15th day of each
successive calendar month. Holders of Allowed Class 7 Claims shall
also receive proceeds of Retained Avoidance Actions, Pro Rata Share
with Holders of Allowed Class 5 and 6 Claims. The total estimate of
the Class 3 Claim is $93,137.77 general unsecured deficiency claim
of Fannie Mae.
Plan Filed by Liberty Park Apartments, LLC:
* Class 4 General Unsecured Convenience Class. Holders of
General Unsecured Claims of $4,500.00 or less will be a member of
this class. Allowed Class 4 Claims will be paid 90% of the claim on
the Effective Date from the Plan Fund in full satisfaction of its
claim. Holders of General Unsecured Claims with claims in excess of
$4,500.00 can elect to reduce its claim to $4,500.00 and receive
90% of the claim on the Effective Date from the Plan Fund in full
satisfaction of its claim. The total estimate of Class 4 Claims is
$4,537.33.
* Class 7 General Unsecured Claims. Holders of Allowed Class 7
General Unsecured Claims will be paid 40% of their Allowed Claim
over a period of 2 years without interest. Monthly payments will
commence on the fifteenth day of the second month after the
Effective Date, with payments continuing the 15th day of each
successive calendar month. Holders of Allowed Class 7 Claims shall
also receive proceeds of Retained Avoidance Actions, Pro Rata Share
with Holders of Allowed Class 5 and 6 Claims. The total $141,541.73
general unsecured deficiency claim of Fannie Mae.
Plan Filed by Washington Place, LLC:
* Class 4 General Unsecured Convenience Class. Holders of
General Unsecured Claims of $4,500.00 or less will be a member of
this class. Allowed Class 4 Claims will be paid 90% of the claim on
the Effective Date from the Plan Fund in full satisfaction of its
claim. Holders of General Unsecured Claims with claims in excess of
$4,500.00 can elect to reduce its claim to $4,500.00 and receive
90% of the claim on the Effective Date from the Plan Fund in full
satisfaction of its claim. The total estimate of Class 4 Claims is
$5,034.84.
* Class 7 General Unsecured Claims. Holders of Allowed Class 7
General Unsecured Claims will be paid 40% of their Allowed Claim
over a period of 2 years without interest. Monthly payments will
commence on the fifteenth day of the second month after the
Effective Date, with payments continuing the 15th day of each
successive calendar month. Holders of Allowed Class 7 Claims shall
also receive proceeds of Retained Avoidance Actions, Pro Rata Share
with Holders of Allowed Class 5 and 6 Claims. The total $545,391.19
general unsecured deficiency claim of Fannie Mae.
Plan Filed by Riverview Apartments, LLC:
* Class 4 General Unsecured Convenience Class. Holders of
General Unsecured Claims of $4,500.00 or less will be a member of
this class. Allowed Class 4 Claims will be paid 90% of the claim on
the Effective Date from the Plan Fund in full satisfaction of its
claim. Holders of General Unsecured Claims with claims in excess of
$4,500.00 can elect to reduce its claim to $4,500.00 and receive
90% of the claim on the Effective Date from the Plan Fund in full
satisfaction of its claim. The total estimate of Class 4 Claims is
$2,936.
* Class 7 General Unsecured Claims. Holders of Allowed Class 7
General Unsecured Claims will be paid 25% of their Allowed Claim
over a period of 5 years without interest. Monthly payments will
commence on the fifteenth day of the second month after the
Effective Date, with payments continuing the 15th day of each
successive calendar month. Holders of Allowed Class 7 Claims shall
also receive proceeds of Retained Avoidance Actions, Pro Rata Share
with Holders of Allowed Class 5 and 6 Claims. The total estimate of
the Class 3 Claim is $1,200,691.82 general unsecured deficiency
claim of Fannie Mae.
The Debtor's ability to make the payments and distributions
required under the Plan depends upon repairing and leasing
apartments in the future that generates sufficient available cash
flow to pay all operational expenses and to make the payments and
distributions required under the Plan.
A full-text copy of the Disclosure Statement dated September 26,
2022, is available at https://bit.ly/3SLJHpq from PacerMonitor.com
at no charge.
Attorneys for Joshua L. Bruno:
CONGENI LAW FIRM, LLC
LEO D. CONGENI
650 Poydras Street, Suite 2750
New Orleans, LA 70130
Telephone: 504-522-4848
Facsimile: 504-910-3055
Email: leo@congenilawfirm.com
About Westbank Holdings
Westbank Holdings, LLC is a New Orleans, La.-based company
primarily engaged in renting and leasing real estate properties.
Westbank Holdings and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La.
Lead Case No. 22-10082) on Jan. 27, 2022. In its petition, Westbank
Holdings listed as much as $50 million in both assets and
liabilities. Joshua Bruno, manager, signed the petition.
Judge Meredith S. Grabill oversees the cases.
Frederick L. Bunol, Esq., at The Derbes Law Firm, LLC, Alvendia
Kelly & Demarest, LLC and G Rowland CPA & Associates serve as the
Debtors' bankruptcy counsel, special counsel and accountant,
respectively. Richard W. Cryar, a partner at F M Reed Company, is
the Debtors' chief restructuring officer.
Dwayne M. Murray, the Chapter 11 trustee appointed in the Debtors'
cases, tapped Fishman Haygood, LLP as counsel and Patrick J. Gros,
CPA, as accountant.
WHITE RABBIT: Wins Cash Collateral Access Thru Oct 31
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington at
Vancouver authorized White Rabbit Ventures, Inc., dba Matrix
Roofing, and Home Solutions dba Matrix Roof+Home to use cash
collateral on a further interim basis in accordance with the budget
through October 31, 2022.
The U.S. Small Business Administration is granted a replacement
lien in the Debtor's postpetition assets, to the same extent,
validity, and priority it had in the Debtor's prepetition assets,
excluding any security interests in avoidance actions pursuant to
Sections 506(c), 544, 545, 547, 548, and 549 of the Bankruptcy
Code, and without prejudice to the ability of the Debtor or its
creditors to contest the amount, validity and priority of the
replacement lien.
A continued hearing on the matter is scheduled October 24 at 9 a.m.
by telephone.
A copy of the order and the Debtor's budget for October 2022 is
available at https://bit.ly/3BTXof8 from PacerMonitor.com.
The Debtor projects $233,058 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.
WILMER TACORONTE ORTIZ: Creditor OSP Seeks Leave to File Sur-Reply
------------------------------------------------------------------
OSP Consortium, LLC, creditor of Wilmer Tacoronte Ortiz, asks the
U.S. Bankruptcy Court for the District of Puerto Rico for leave to
file a sur-reply to the Debtor's Reply to Opposition Motion to Sell
at Private Sale Real and Personal Property of the Estate pursuant
to Section 363 of the Bankruptcy Code, Free and Clear of all Liens,
Claims, Interests and Encumbrances
On Aug. 22, 2022, Tacoronte filed the Sale Motion. On Sept. 1,
2022, OSP filed an Opposition to the Sale Motion, to which
Tacoronte filed a Reply to the Opposition to Sale Motion on Sept.
12, 2022.
In compliance with PR L. Civ. R. 7(c), OSP requests leave to file a
sur-reply to the Tacoronte's Reply within 14 days, through and
including Sept. 30, 2022. Its sur-reply will be strictly limited
to the Debtors' allegations in their Reply.
OSP respectfully prays the Court to grant leave sought, and issue
any further remedy that is fair and equitable.
Wilmer Tacoronte Ortiz sought Chapter 11 protection (Bankr. D. P.R.
Case No. 19-01178) on March 2, 2019. The Debtor tapped Damaris
Quinones Vargas, Esq., at Bufete Quinonez Vargas & Asoc. as
cousel.
WOUAFF WOUAFF: Future Income to Fund Plan Payments
--------------------------------------------------
Wouaff Wouaff, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Plan of Reorganization for Small
Business dated September 26, 2022.
The Debtor is a Florida Limited Liability company with its
principal place of business at 4906 North Manhattan Ave., Tampa, FL
33614. The Debtor is a mobile dog and cat grooming service serving
the Tampa Bay Area.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $1,243,333.00. The final
Plan payment is expected to be paid on December 01, 2027.
The Debtor's gross revenues for 12 months following confirmation is
expected to be $1,533,000.00, which is in line with the performance
of the Debtor in recent months. T
This Plan of Reorganization proposes to pay creditors of the Debtor
from operations or future income.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 2 consists of the secured claims of Sterns Bank, Huntington
Bank and Crestmark. The secured claims will be amortized over 60
months at 0% with monthly payments of $82.81 per month to Sterns
Bank, $248.02 to Huntington Bank and $2,111.78 per month to
Crestmark commencing 30 days from the entry of the confirmation
order.
Class 3 consists of the secured claims of Daimler Trust, Channel
Partners and Mercedes Benz Financial Services. Secured claims of
Daimler Trust will be paid at 0% interest in accordance with their
terms; the claims of Mercedes Benz will be paid in accordance with
their terms at 0% interest and the claim of Channel Partners will
be paid in accordance with their terms at 0% interest.
Class 4 consists of the secured claims of the Small Business
Administration and Bluevine. These claims will be paid in
accordance with their contractual terms at 0% interest.
Class 5 consists of the claim of Prospereum and Fox Capital Group.
Beginning on the 5th day of the first full month following the
effective date of the Plan and continuing on the 5th day of each
month for a total of 60 consecutive months, the Debtor will pay to
those creditors an amount consisting of 1.66% of their claim $66.91
to Prospereum. Beginning on the 5th day of the first full month
following the effective date of the Plan and continuing on the 5th
day of each month, the Debtor will pay to these Creditors an amount
consisting of $1.66 of their claim $662.91 to Prospereum and
$612.50 to Fox Capital Group.
Post Confirmation all Plan payments will be funded by the Debtor's
cash flow. The Debtor will continue to be owned and operated by its
members, Christophe Sevin; Juloian M. Mackenzie and Deborah
Ferrari.
A full-text copy of the Plan of Reorganization dated September 26,
2022, is available at https://bit.ly/3fmZzA6 from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
Marshall G. Reissman, Esq.
The Reissman Law Group, P.A.
1700 66th Street North, Suite 405
St. Petersburg, FL 33710
Tel: 727-322-1999
Email: marshall@reissmanlaw.com
About Wouaff
Wouaff
Wouaff Wouaff, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01595) on
April 21, 2022, listing up to $50,000 in assets and up to $500,000
in liabilities. Ruediger Mueller serves as Subchapter V trustee.
Judge Michael G. Williamson oversees the case.
Marshall G Reissman, Esq., at The Reissman Law Group, represents
the Debtor .
ZENTUARY GROUP: Unsecured Creditors to Split $18K over 60 Months
----------------------------------------------------------------
Zentuary Group, LLC filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Plan of Reorganization under
Subchapter V dated September 26, 2022.
The Debtor is a Florida limited liability company that was formed
in 2015. The company started operations in 2017 at 803 N Tampa
Street (the "Downtown Tampa location").
While the Downtown Tampa restaurant did well and was profitable,
the COVID-19 pandemic, coupled with delayed construction at the
Westshore location, caused the Debtor to take on various merchant
cash advances with an aggressive repayment schedule.
Class One represents the secured claim of Small Business
Administration of $500,00.00. The Debtor contends the claim is
partially secured under § 506 and will file a motion to determine
the secured status of the claim absent agreement of the claimant.
The Small Business Administration will retain all liens it held
prepetition, and the secured claim of $26,503.00 will be paid with
interest accruing at five percent per annum (5%) on a five-year
amortization and term. Monthly payments of $500.14 shall commence
90 days from the effective date.
Class Two represents the scheduled claim of Channel Partners
Equipment Finance of $31,955.44. The Debtor contends that the claim
is fully unsecured under § 506 and will file a motion to determine
the secured status of the claim absent agreement of the claimant.
The Class Two claim will participate and receive a pro rata
distribution in Class Five.
Class Three represents Proof of Claim No. 6 filed by Torro in the
amount of $22,373.73. The Debtor contends that the claim is fully
unsecured under § 506 and will file a motion to determine the
secured status of the claim absent agreement of the claimant. The
Class Three claim will participate and receive a pro-rata
distribution in Class Five.
Class Four represents the scheduled claim of Idea Financial of
$31,085.32. The Debtor contends that the claim is fully unsecured
under § 506 and will file a motion to determine the secured status
of the claim absent agreement of the claimant. The Class Four claim
will participate and receive a pro-rata distribution in Class Five.
Class Five represents allowed general unsecured claims in the case.
The Debtor proposes to pay a pot plan paying allowed Class Five
unsecured claims in $18,000.00 without interest on a prorata basis
in sixty equal monthly installments of $300.00. The initial payment
will commence on the 90th day after the Effective Date of the Plan.
The Plan contemplates that the Reorganized Debtor will continue to
operate as a restaurant at the 803 N Tampa Street location. During
the pendency of the Bankruptcy Case, the Debtor has closed two
locations that were less profitable to decrease costs and focus on
the remaining profitable location. The Debtor believes that
continued earnings through business operations will be sufficient
to fund the payments required to be made under the Plan.
A full-text copy of the Plan of Reorganization dated September 26,
2022, is available at https://bit.ly/3St0y0q from PacerMonitor.com
at no charge.
Attorneys for Debtor:
James W. Elliot, Esq.
McIntyre Thanasides Bringgold Elliott Grimaldi Guito &
Matthews, P.A.
500 E. Kennedy Blvd., Suite 200
Tampa, FL 33602
Tel: (813) 223-0000
Fax: (813) 899-6069
Email: James@mcintyrefirm.com
About Zentuary Group LLC
Zentuary Group LLC, doing business as Farmacy Vegan Kitchen, is a
quick service restaurant offering a well-rounded, 100% plant-based
menu.
Zentuary Group LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02594) on June 28,
2022. In the petition filed by Charles Rumph, as president, the
Debtor estimated liabilities between $500,000 and $1 million
compared to estimated assets up to $50,000.
James W Elliott, Esq., at McIntyre Thanasides Bringgold Elliott, et
al, is the Debtor's counsel.
[^] BOND PRICING: For the Week from September 26 to 30, 2022
------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Ahern Rentals Inc AHEREN 7.375 67.531 5/15/2023
Ahern Rentals Inc AHEREN 7.375 69.374 5/15/2023
Air Methods Corp AIRM 8.000 50.293 5/15/2025
Air Methods Corp AIRM 8.000 50.223 5/15/2025
Audacy Capital Corp CBSR 6.500 24.222 05/01/2027
Audacy Capital Corp CBSR 6.750 23.693 3/31/2029
Audacy Capital Corp CBSR 6.750 23.372 3/31/2029
Avaya Holdings Corp AVYA 2.250 42.75 6/15/2023
BPZ Resources Inc BPZR 6.500 3.017 03/01/2049
Basic Energy Services BASX 10.750 8 10/15/2023
Basic Energy Services BASX 10.750 3.749 10/15/2023
Bed Bath & Beyond Inc BBBY 3.749 30.944 08/01/2024
Buckeye Partners LP BPL 6.375 80.706 1/22/2078
Buffalo Thunder
Development
Authority BUFLO 11.000 54.859 12/09/2022
Citigroup Global
Markets Holdings
Inc/United States C 3.550 97.553 10/25/2022
Clovis Oncology Inc CLVS 4.500 57.505 08/01/2024
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 19.162 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 6.46 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 7.5 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 18.951 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 6.012 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 6.884 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 19.859 8/15/2026
Diebold Nixdorf Inc DBD 8.500 52.409 4/15/2024
Dollar General Corp DG 3.250 99.96 4/15/2023
EnLink Midstream
Partners LP ENLK 6.000 72 N/A
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Transfer LP ET 6.250 83.03 N/A
Envision Healthcare EVHC 8.750 32.638 10/15/2026
Envision Healthcare EVHC 8.750 32.972 10/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 29.863 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 10.000 65.496 7/15/2023
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 29.695 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 10.000 65.496 7/15/2023
Federal Home
Loan Banks FHLB 0.170 99.731 10/05/2022
GNC Holdings Inc GNC 1.500 0.772 8/15/2020
GTT Communications Inc GTTN 7.875 7.75 12/31/2024
GTT Communications Inc GTTN 7.875 8.125 12/31/2024
General Electric Co GE 4.200 80 N/A
Goldman Sachs
Group Inc/The GS 5.000 92.88 N/A
ION Geophysical Corp IO 8.000 28.151 12/15/2025
JPMorgan Chase & Co JPM 4.625 93.504 N/A
Lannett Co Inc LCI 7.750 28.07 4/15/2026
Lannett Co Inc LCI 4.500 29.551 10/01/2026
Lannett Co Inc LCI 7.750 27.915 4/15/2026
MAI Holdings Inc MAIHLD 9.500 30.29 06/01/2023
MAI Holdings Inc MAIHLD 9.500 30.29 06/01/2023
MAI Holdings Inc MAIHLD 9.500 30.29 06/01/2023
MBIA Insurance Corp MBI 13.772 11.395 1/15/2033
MBIA Insurance Corp MBI 13.772 11.395 1/15/2033
Morgan Stanley MS 1.800 68.275 8/27/2036
National CineMedia LLC NATCIN 5.750 21.157 8/15/2026
OMX Timber Finance
Investments II LLC OMX 5.540 0.85 1/29/2020
Party City Holdings PRTY 6.125 71.988 8/15/2023
Party City Holdings PRTY 6.125 71.988 8/15/2023
Peninsula Pacific
Entertainment LLC /
Peninsula Pacific
Entertainment
Finance In PENIPA 8.500 107.221 11/15/2027
Peninsula Pacific
Entertainment LLC /
Peninsula Pacific
Entertainment
Finance In PENIPA 8.500 107.005 11/15/2027
Peninsula Pacific
Entertainment LLC /
Peninsula Pacific
Entertainment
Finance In PENIPA 8.500 108.66 11/15/2027
Peninsula Pacific
Entertainment LLC /
Peninsula Pacific
Entertainment
Finance In PENIPA 8.500 108.66 11/15/2027
Plains All American
Pipeline LP PAA 6.125 81.5 N/A
Renco Metals Inc RENCO 11.500 24.875 07/01/2003
Revlon Consumer
Products Corp REV 6.250 14 08/01/2024
Rolta LLC RLTAIN 10.750 0.973 5/16/2018
RumbleON Inc RMBL 6.750 48.631 01/01/2025
Sears Holdings Corp SHLD 8.000 1.15 12/15/2019
Sears Holdings Corp SHLD 6.625 5.172 10/15/2018
Sears Holdings Corp SHLD 6.625 5.576 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 7.500 1.5 10/15/2027
Sears Roebuck
Acceptance Corp SHLD 7.000 1.297 06/01/2032
Sears Roebuck
Acceptance Corp SHLD 6.500 2 12/01/2028
Sears Roebuck
Acceptance Corp SHLD 6.750 1.988 1/15/2028
Shift Technologies Inc SFT 4.750 20.35 5/15/2026
TPC Group Inc TPCG 10.500 54.03 08/01/2024
TPC Group Inc TPCG 10.500 53.5 08/01/2024
TerraVia Holdings Inc TVIA 5.000 4.644 10/01/2019
UpHealth Inc UPH 6.250 31.5 6/15/2026
Wesco Aircraft
Holdings Inc WAIR 8.500 51.894 11/15/2024
Wesco Aircraft
Holdings Inc WAIR 13.125 30.547 11/15/2027
Wesco Aircraft
Holdings Inc WAIR 8.500 51.894 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.
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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.
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