/raid1/www/Hosts/bankrupt/TCR_Public/221005.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 5, 2022, Vol. 26, No. 277
Headlines
100 ORCHARD: Wins Interim Access to Brick Moon Cash Collateral
10421 NORTHVALE: Case Summary & Three Unsecured Creditors
7910 MAIN STREET: Unsecured Creditors to Recover 100% in 5 Years
ADVANCED INTEGRATION: Seeks Cash Collateral Access
ADVANCED REIMBURSEMENT: Gets OK to Hire Allen Barnes as Counsel
ADVANCED REIMBURSEMENT: Taps Bryan Perkinson of Sonoran as CRO
AITEON 1 LLC: Voluntary Chapter 11 Case Summary
ANTI APPAREL: Seeks Approval to Hire Angie Smith as Realtor
BANI ENTERPRISES: Case Summary & Three Unsecured Creditors
BARNES ENTERPRISES: Case Summary & Seven Unsecured Creditors
BAY AREA: Seeks to Hire Haberbush LLP as Bankruptcy Counsel
BENSALZ PRODUCTIONS: Seeks to Tap Kirby Aisner & Curley as Counsel
CARESTREAM HEALTH: S&P Upgrades ICR to 'B-', Outlook Negative
CELSIUS NETWORK: Founder Mahinsky Resigns as CEO
CINEMA SQUARE: Court Approves Disclosure Statement
CINEWORLD GROUP: Oct. 31 Final Hearing on Barclays DIP Loan
CLAIM JUMPER: Down to 25 Branches, Seeks Buyer in Chapter 11
COBRA PIPELINE: Seeks to Hire Advantage Real Estate as Broker
COLQUITT 2008: Case Summary & One Unsecured Creditor
COMPUTE NORTH: Blames Generate Capital for Woes
DARLING INGREDIENTS: Moody's Ups CFR to Ba1, Outlook Stable
DIOCESE OF CAMDEN: Touts $87 Million Chapter 11 Plan
DIVISION MANAGEMENT: Clams to be Paid From Sale of Assets
DIXWELL PHARMACY: Seeks Cash Collateral Access
DURAN TRANSFER: Taps Knox McLaughlin Gornall & Sennett as Counsel
EAST END: Unsecureds Owed $30M to Get $200K in Plan
ENDLESS POSSIBILITIES: Unsecureds Owed $1M to Get Excess Cash
FEI HUANG: May Use Cash Collateral Thru Nov 1
FERRELLGAS PARTNERS: Reaps First Annual Profit in 7 Years
FIRST GUARANTY: U.S. Trustee Questions Chapter 11 Disclosures
FRONT SIGHT: Committee Balks at Disclosures, Plan
FRONT SIGHT: UST Questions Injunction, Releases in Plan
GARUDA HOTELS: Wins Interim Cash Collateral Access Thru Oct 31
GWG HOLDINGS: Taps Financial Advisor for Independent Directors
HOLONG CS: Case Summary & One Unsecured Creditor
IMPACT ENERGY: Taps Law Firm of John A. Vos as Bankruptcy Counsel
INNER CITY: Seeks to Tap The Pope Law Firm as Bankruptcy Counsel
INTERSTATE UNDERGROUND: Class 14 Creditor Airs Disclosure Objection
ISCM HOLDINGS: Taps Stichter, Riedel, Blain & Postler as Counsel
JGR GROUP: Wins Cash Collateral Access Thru Nov 3
JOGI PACK: Gets Approval to Hire E&S Bookkeeping as Accountant
KABBAGE INC: Case Summary & 30 Largest Unsecured Creditors
KEYWAY APARTMENT: Wins Cash Collateral Access Thru Nov 4
LHOTSE CIS: Case Summary & One Unsecured Creditor
MEDICAL DEPOT: Moody's Lower CFR to Caa2, Outlook Stable
METROHAVANA TOWN: Claims to Be Paid From Sale/Refinancing
MONTROSE MULTIFAMILY MEMBERS II: Voluntary Chapter 11 Case Summary
MONTROSE MULTIFAMILY: Voluntary Chapter 11 Case Summary
MORRIS RAIL: Case Summary & One Unsecured Creditor
NATIONAL CINEMEDIA: Lenders Hire Banker Amid Murky Outlook
NATIONAL CINEMEDIA: S&P Lowers ICR to 'CCC' on Refinancing Risk
NEWAGE INC: Cash Collateral Access, $16MM DIP Loan OK'd
NIVO 1 LLC: Voluntary Chapter 11 Case Summary
NORFOLK PARTNERS: Voluntary Chapter 11 Case Summary
PACKABLE HOLDINGS: Seeks to Hire Cooley LLP as Bankruptcy Counsel
PG&E CORP: Faces Federal Criminal Probe Into Mosquito Fire
PHOENIX SERVICES: In Chapter 11 to Redo Customer Contracts
PHOENIX SERVICES: Moody's Lowers CFR to Ca on Bankruptcy Filing
RB SIGMA LLC: Commences Subchapter V Case
REARDEN STEEL: Court OKs Interim Cash Collateral Access
SILGAN HOLDINGS: Moody's Alters Outlook on 'Ba2' CFR to Positive
SOUTHGATE TOWN: Taps Cropper Accountancy Corporation as Accountant
SPG HOSPICE: Trustee Seeks to Tap Terry Dake as Special Counsel
STORED SOLAR: Taps Marcus, Clegg, Bals & Rosenthal as Counsel
VILLAS OF COCOA: Seeks to Hire Winderweedle as Bankruptcy Counsel
VOYAGER DIGITAL: FTX US Selected as Winning Bidder for Assets
VOYAGER DIGITAL: Panel Taps Epiq as Noticing and Information Agent
VOYAGER DIGITAL: Says Sale to FTX Still Needs Approvals
WESTMORELAND PARTNERS: Voluntary Chapter 11 Case Summary
[*] Bankruptcy Judge Shelley Chapman Rejoins Willkie Farr
*********
100 ORCHARD: Wins Interim Access to Brick Moon Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 100 Orchard Street LLC d/b/a Blue Moon Hotel to use the
cash collateral of Brick Moon Capital LLC and the U.S. Small
Business Administration, nunc pro tunc and effective as of the
Petition Date, on an interim basis in accordance with the budget,
with a 10% budget.
As previously reported by the Troubled Company Reporter, Brick has
a duly perfected senior lien and security interest in all of the
Debtor's pre-petition assets, including the Debtor's real property,
the Hotel and all room revenues collected by the Hotel. To perfect
its interests in the collateral, Brick filed a UCC-1 financing
statement with the New York Secretary of State. As of the Petition
Date, Brick asserts the total amount the Debtor owes is at least
$10 million.
The SBA has a duly perfected junior lien and security interest in
the Debtor's personal property. To perfect its interests in the
Collateral, the SBA filed a UCC-1 financing statement with the New
York Secretary of State. As of the Petition Date, the SBA asserts
the total amount the Debtor owes is approximately $500,000.
As adequate protection to protect the Lenders from the diminution
in value of the cash collateral, the Lenders are granted (a)
replacement liens and security interests in all of the Debtor's
assets acquired post-petition including cash to the extent that
said liens were valid, perfected and enforceable as of the Petition
Date, subject to (i) the claims of Chapter 11 professionals duly
retained and to the extent awarded pursuant to sections 330 and 331
of the Bankruptcy Code, (ii) United States Trustee fees pursuant to
28 U.S.C. section 1930, and interest pursuant to 31 U.S.C. Section
3717, and (iii) the payment of any allowed claim of any
subsequently appointed chapter 7 trustee to the extent of $10,000;
and will not extend to estate causes of action and the proceeds of
any recoveries of estate causes of action under Chapter 5 of the
Bankruptcy Code.
The Replacement Liens and security interests granted in
post-petition room revenues and cash are automatically deemed
perfected upon entry of the Order without the necessity of the
Lenders taking possession, filing financing statements or other
documents, or taking any other action to validate or perfect the
liens and security interests granted by the Order.
The Court will schedule a final hearing on the matter via video
conference.
A copy of the Court's order is available at https://bit.ly/3EgeAOH
from PacerMonitor.com.
About 100 Orchard St. LLC
100 Orchard St. LLC operates a 22-room boutique hotel known as the
"Blue Moon Hotel," located in the lower east side of Manhattan, at
100 Orchard Street. The Hotel is a historical building built in
1879. Beginning in 2002, 100 Orchard redesigned the five-story
tenement and restored the building to function as a stately
eight-story hotel. It was a five-year art preservation and design
project that received an award by National Geographic, acknowledged
by the Historic Districts Council, and written up in 50 major
articles. The Hotel was instrumental in revitalizing commerce south
of Delancey Street.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10358) on March 23,
2022.
In the petition signed by Randy Settenbrino, president and managing
member, the Debtor disclosed $25,341,713 in assets and $11,166,747
in liabilities.
Judge David S. Jones oversees the case.
Scott S. Markowitz, Esq., at Tarter Krinsky and Drogin, LLP is the
Debtor's counsel.
10421 NORTHVALE: Case Summary & Three Unsecured Creditors
---------------------------------------------------------
Debtor: 10421 Northvale LLC
12991 NW 1st Street #106
Pembroke Pines, FL 33028-3207
Business Description: The Debtor is engaged in activities related
to real estate. The Debtor owns a vacant
residential lot located at 10421 Northvale
Rd., Los Angeles, CA 90064 valued at $3.5
million.
Chapter 11 Petition Date: October 3, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-15398
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Thomas B. Ure, Esq.
URE LA FIRM
800 West 6th Street, Suite 940
Los Angeles, CA 90017
Tel: 213-202-6070
Fax: 213-202-6075
Email: tom@urelawfirm.com
Total Assets: $3,500,000
Total Liabilities: $1,013,136
The petition was signed by Guillermo Montero as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/7YOGWTY/10421_Northvale_LLC__cacbke-22-15398__0001.0.pdf?mcid=tGE4TAMA
7910 MAIN STREET: Unsecured Creditors to Recover 100% in 5 Years
----------------------------------------------------------------
7910 Main Street Property, LLC, submitted a Plan of Reorganization
and a Disclosure Statement.
The Debtor owns and leases a commercial/retail building located at
7910 Main Street, Stanton, CA. The Debtor was formed in September
2013 by Florence Woolbright, its sole member, to purchase the
property. Over the subsequent years, the Debtor made over $100,000
in improvements to the Property. The property was purchased for
$560,000 by through funds from Florence Woolbright Trust by way of
a 1031 exchange.
The Debtor's financial conditions have improved since filing
Chapter 11 by way of leases being signed (subject to court
approval) between the Debtor and MVW Graphic Enterprises Inc., for
$6,500 per month NNN, and Darien Causer Productions, LLC for $2,000
per month NNN.
Under the Plan, Class 4 General Unsecured claims total $56,377.
Class 4 creditors will be paid 100% of their allowed claims in
equal monthly payments over five years commencing on the Effective
Date of the Plan. Class 4 is impaired.
Payments will be made through the rental income generated by the
Stanton Property.
The hearing on Disclosure Statement will be held on Nov. 16, 2022,
at 1:30 PM in Courtroom 5C, 411 West Fourth Street, Santa Ana, CA
92701-4593 or by Zoom.gov.
Attorney for 7910 Main Street Property, LLC:
Eric Bensamochan, Esq.
THE BENSAMOCHAN LAW FIRM INC.
9025 Wilshire Blvd. Suite 215
Beverly Hills, Ca 90211
Tel: (818) 574-5740
Fax: (818) 230-1931
E-mail: eric@eblawfirm.us
A copy of the Disclosure Statement dated September 23, 2022, is
available at https://bit.ly/3fhdMP4 from PacerMonitor.com.
About 7910 Main Street Property
7910 Main Street Property LLC is a Single Asset Real Estate (as
defined in 11 U.S.C. Sec. 101(51B)).
7910 Main Street Property sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10877) on May
27, 2022. The case is assigned to Honorable Bankruptcy Judge Scott
C Clarkson.
Eric Bensamochan, of The Bensamochan Law Firm, Inc., is the
Debtor's counsel.
ADVANCED INTEGRATION: Seeks Cash Collateral Access
--------------------------------------------------
Advanced Integration Systems Inc. asks the U.S. Bankruptcy Court
for the Middle District of Florida, Orlando Division, for authority
to use cash collateral and provide adequate protection to ODK
Capital, LLC, and, to the extent necessary, the holder of inferior
position security interests in the Debtor's collateral, Corporation
Service Company, in a representative capacity.
The Debtor initially started suffering cash flow and operational
problems due to supply chain issues stemming from the pandemic,
which made it difficult for the Debtor to obtain materials for its
construction projects. Additionally, the Debtor experienced slow
payments from customers after March 2020 and lost money on several
jobs due to an increase in the cost of materials, but the Debtor
was unable to recoup this increased cost from its customers due to
the lack of a contractual provisions that allowed for material
price escalation to cover the increased cost in materials. These
losses caused the Debtor to become behind on its debt payments.
As of the Petition Date, the Debtor has approximately $24,588 of
cash in deposit accounts and is owed approximately $32,850 in
accounts receivable. The Debtor's other personal property
(consisting of a vehicle, office furniture, and equipment) is
valued at approximately $54,000.
On November 3, 2021, Secured Lender Solutions (as Representative)
filed a UCC against the Debtor's assets. It appears that this UCC
is related to On Deck -- ODK Capital, LLC -- to which the Debtor
owes approximately $32,846. However, based on information and
belief, On Deck does not have a deposit control agreement with the
Debtor, and therefore its lien on the Debtor's deposit accounts is
unenforceable. The Debtor believes the property against which On
Deck holds a valid lien has a value of approximately $6,170.
A UCC Statement was filed by Corporation Service Company, "as
Representative" on February 16, 2022; however, the Debtor is unsure
who this creditor is or whether this UCC is valid. It appears this
lien is not valid or should be terminated. In any event, it appears
that, if valid, this lien would be wholly unsecured pursuant to 11
U.S.C. section 506.
CSC may claim an inferior interest in the Debtor's accounts
receivable and inventory by virtue of alleged liens on the Debtor's
personal property.
The Debtor believes the Interior Interests are wholly unsecured due
to the outstanding amounts owed to creditors with superior security
interests in the Debtor's property, or due to disputes over the
basis for such creditors' respective alleged security interests.
As adequate protection for the use of cash collateral (if any), the
Debtor proposes to grant the Secured Creditors replacement liens to
the same validity, extent, and priority as their respective
prepetition lien(s), if any.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3Csck5F from PacerMonitor.com.
The budget provides for total operating expenses, on a monthly
basis, as follows:
$54,328 for October 2022;
$54,328 for November 2022;
$54,328 for December 2022;
$54,328 for January 2023;
$54,328 for February 2023;
$54,328 for March 2023;
$54,328 for April 2023;
$54,328 for May 2023;
$54,328 for June 2023;
$54,328 for July 2023; and
$54,328 for August 2023.
About Advanced Integration Systems Inc.
Advanced Integration Systems Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03524)
on September 27, 2022. In the petition signed by Christopher
Brijbasu, owner/president, the Debtor disclosed up to $500,000 in
both assets and liabilities.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's
counsel.
ADVANCED REIMBURSEMENT: Gets OK to Hire Allen Barnes as Counsel
---------------------------------------------------------------
Advanced Reimbursement Solutions, LLC and American Surgical
Development, LLC received approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Allen Barnes & Jones, PLC as
their legal counsel.
The firm will render these legal services:
(a) advise the Debtors regarding their duties in this Chapter
11 case;
(b) represent the Debtors in negotiations and litigation
involving creditors and other parties-in-interest;
(c) attend hearings set by the court on behalf of the Debtors;
and
(d) prepare legal papers.
The hourly rates of the firm's counsel and staff are as follows:
Thomas H. Allen, Member $485
Hilary L. Barnes, Member $450
Michael A. Jones, Member $450
Philip J. Giles, Member $360
David B. Nelson, Associate $315
Legal Assistants and Law Clerks $135 - $205
Prior to the petition date, the firm received a retainer of $60,000
from Advanced Reimbursement Solutions, LLC and $55,000 from
American Surgical Development, LLC.
Philip Giles, Esq., a member of Allen Barnes & Jones, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Philip J. Giles, Esq.
David B. Nelson, Esq.
Allen Barnes & Jones, PLC
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Telephone: (602) 256-6000
Facsimile: (602) 252-4712
Email: pgiles@allenbarneslaw.com
dnelson@allenbarneslaw.com
About Advanced Reimbursement Solutions
Advanced Reimbursement Solutions, LLC is a full cycle revenue
management enterprise specializing in out-of-network (OON) medical
services, patient advocacy, and proprietary billing software. The
company is based in Scottsdale, Ariz.
Advanced Reimbursement Solutions and its affiliate, American
Surgical Development, LLC, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 22-06372)
on Sept. 23, 2022. In the petitions signed by Bryan Perkinson,
chief restructuring officer, the Debtors disclosed between $10
million and $50 million in both assets and liabilities.
The Debtors tapped Allen Barnes & Jones, PLC as legal counsel and
Bryan Perkinson, Sonoran Capital Advisors' managing director, as
chief restructuring officer.
ADVANCED REIMBURSEMENT: Taps Bryan Perkinson of Sonoran as CRO
---------------------------------------------------------------
Advanced Reimbursement Solutions, LLC and American Surgical
Development, LLC received approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Bryan Perkinson, Sonoran
Capital Advisors' managing director, as chief restructuring
officer.
Mr. Perkinson and Sonoran will render these services:
(a) complete a financial review of Debtors;
(b) identify and, if applicable, implement, cost reduction and
operations improvement opportunities as well as manage the Debtors'
relationships with vendors and suppliers;
(c) assist the Debtors' other engaged professionals with the
development of restructuring or liquidating plans or strategic
alternatives intended to maximize the enterprise value of the
Debtors;
(d) develop and implement cash management strategies, tactics
and processes;
(e) direct the Debtors' counsel as to bankruptcy actions, and
retain or terminate other professionals as necessary for the
Debtors' benefit;
(f) liaise creditor constituencies;
(g) oversee cash collateral budgeting, and creation of
statements and schedules;
(h) manage the financial dealings of the Debtors following the
filing of the Chapter 11 bankruptcy petition;
(i) oversee and participate in initial debtor interview,
meeting of creditors, and other interaction with the U.S. Trustee;
(j) oversee and sign monthly operating reports (MORs);
(k) oversee, as necessary, the creation of plan and/or sale
and/or settlement projections, analyses, and related court
requirements;
(l) appear as the Debtors' corporate representative at any
hearing or proceeding scheduled in the Chapter 11 case;
(m) provide testimony as may be required in connection with
any of the foregoing or may otherwise be required in a Chapter 11
case; and
(n) perform such other services as may be reasonably requested
by authorized personnel.
The hourly rates of the firm's professionals are as follows:
Bryan Perkinson $495
Managing Directors $425 - $495
Senior Consultants $395
Senior Associates $295
Associates $250
Analysts $100 - $195
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received $213,804.75 from the
Debtors as payment for CRO, financial advisory, and management
services. The Debtors also paid Sonoran a retainer of $20,000.
Mr. Perkinson disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Bryan Perkinson
Sonoran Capital Advisors, LLC
1733 N. Greenfield Rd., Suite 104
Mesa, AZ 85205
Phone: (480) 825-6650
Email: bperkinson@sonorancap.com
About Advanced Reimbursement Solutions
Advanced Reimbursement Solutions, LLC is a full cycle revenue
management enterprise specializing in out-of-network (OON) medical
services, patient advocacy, and proprietary billing software. The
company is based in Scottsdale, Ariz.
Advanced Reimbursement Solutions and its affiliate, American
Surgical Development, LLC, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 22-06372)
on Sept. 23, 2022. In the petitions signed by Bryan Perkinson,
chief restructuring officer, the Debtors disclosed between $10
million and $50 million in both assets and liabilities.
The Debtors tapped Allen Barnes & Jones, PLC as legal counsel and
Bryan Perkinson, Sonoran Capital Advisors' managing director, as
chief restructuring officer.
AITEON 1 LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Aiteon 1, LLC
2011 Echo
Los Angeles, CA 90026
Business Description: Aiteon 1, LLC is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: October 4, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-15412
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Paul E. Manasian, Esq.
LAW OFFICE OF PAUL MANASIAN
1810 65th Street
Emeryville, CA 94608
Tel: (415) 730-3419
Email: manasian@mrlawsf.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anne Kihagi as manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/2M5PDBA/LLC_Aiteon_1_llc__cacbke-22-15412__0001.0.pdf?mcid=tGE4TAMA
ANTI APPAREL: Seeks Approval to Hire Angie Smith as Realtor
-----------------------------------------------------------
Anti Apparel Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Angie Smith, a
realtor at Offerpad Brokerage, LLC.
The Debtor needs a realtor to assist in the sale of its real
property located at 665 Laurel Wood Dr., S.W., Marietta, Cobb
County, Ga.
The realtor will receive a sales commission of a maximum of 5
percent of the sales price.
Ms. Smith disclosed in a court filing that she is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Angie Smith
Offerpad Brokerage, LLC
5801 Peachtree Dunwoody Rd., Ste. B200
Atlanta, GA 30328
Telephone: (844) 388-4539
Email: Angie.Smith@offerpad.com
About Anti Apparel Group
Anti Apparel Group, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-55011) on
July 1, 2022, with up to $1 million in both assets and liabilities.
Judge Sage M. Sigler oversees the case.
Howard Rothbloom, Esq., at The Rothbloom Law Firm serves as the
Debtor's counsel.
BANI ENTERPRISES: Case Summary & Three Unsecured Creditors
----------------------------------------------------------
Debtor: Bani Enterprises, LLC
4525 Church Road
Mount Laurel, NJ 08054
Business Description: Bani Enterprises owns and operates gasoline
stations.
Chapter 11 Petition Date: October 4, 2022
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 22-17883
Debtor's Counsel: Douglas G. Leney, Esq.
ARCHER & GREINER, P.C.
1717 Arch Street
Suite 3500
Philadelphia, PA 19103
Tel: 215-246-3151
Email: dleney@archerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sukhchain Singh as managing member.
A copy of the Debtor's list of three unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SNSNKNI/Bani_Enterprises_LLC__njbke-22-17883__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/SCLM3ZQ/Bani_Enterprises_LLC__njbke-22-17883__0001.0.pdf?mcid=tGE4TAMA
BARNES ENTERPRISES: Case Summary & Seven Unsecured Creditors
------------------------------------------------------------
Debtor: Barnes Enterprises, LLP
4660 Riverside Park Blvd.
Macon, GA 31210
Chapter 11 Petition Date: October 3, 2022
Court: United States Bankruptcy Court
Middle District of Georgia
Case No.: 22-51155
Debtor's Counsel: Matthew S. Cathey, Esq.
STONE & BAXTER, LLP
577 Third Street
Macon, GA 31201
Tel: 478-750-9898
Fax: 478-750-9899
Email: mcathey@stoneandbaxter.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by William S. Barnes, M.D. as managing
partner.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/YJRODLI/Barnes_Enterprises_LLP__gambke-22-51155__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Seven Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Clayton & Company, PC Accounting $0
479 Cherry Street Services
Macon, GA 31201
2. NSF Leasing, Inc. $205,055
900 Cummings Center
Suite 226-U
Beverly, MA 01915
3. Samuel Wade McCord Taxes $116,021
Macon - Bibb
County Tax
Commissioner
P.O. Box 4724
Macon, GA
31208-4724
4. Samuel Wade McCord Real Property $91,312
Macon - Bibb Taxes
County Tax
Commissioner
P.O. Box 4724
Macon, GA
31208-4724
5. Samuel Wade McCord Personal $944
Macon - Bibb Property
County Tax Taxes
Commissioner
P.O. Box 4724
Macon, GA
31208-4724
6. Samuel Wade McCord Real Property $872
Macon - Bibb Taxes
County Tax
Commissioner
P.O. Box 4724
Macon, GA
31208-4724
7. Smith Hawkins Legal Services $12,991
Hollingsworth & Reeves
P.O. 6495
Macon, GA
31208-6495
BAY AREA: Seeks to Hire Haberbush LLP as Bankruptcy Counsel
-----------------------------------------------------------
Bay Area Development Co. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Haberbush,
LLP as bankruptcy counsel.
The firm will render these services:
(a) advise, consult, prosecute for and defend the Debtor
concerning issues arising from the conduct of the estate, the
Debtor's rights and remedies about the estate's assets, and the
claims of creditors;
(b) appear for and represent the Debtor's interest in
obtaining court approvals for the hiring of professionals and
assist the Debtor regarding the liquidation of the estate's
property;
(c) investigate and prosecute fraudulent transfer and other
actions arising under the Debtor's avoiding powers, should such
cause of action exist;
(d) assist in the preparation of such pleadings, applications
and orders as are required for the orderly administration of the
estate;
(e) advise, consult and represent the Debtor in such legal
actions as are necessary concerning the use and disposition of the
estate's property;
(f) advise, prosecute for, and defend the Debtor concerning
claims made against the estate or claims made by the estate;
(g) advise, consult, and prosecute the approval of a plan of
reorganization; and
(h) advise, consult, and assist the Debtor with the guidelines
of the U.S. Trustee, the Local Bankruptcy Rules of this court,
Title 11 of the U.S. Code, and the Federal Rules of Bankruptcy
Procedure.
The hourly rates of the firm's counsel and staff are as follows:
David R. Haberbush, Esq. $495
Richard A. Brownstein, Esq. $495
Louis A. Altman, Esq. $440
Vanessa M. Haberbush, Esq. $275
Lane K. Bogard, Esq. $250
Alexander H. Haberbush, Esq. $200
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $15,000 from the Debtor.
David Haberbush, Esq., a partner at Haberbush, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David R. Haberbush, Esq.
Haberbush, LLP
444 West Ocean Blvd., Ste. 1400
Long Beach, CA 90802
Telephone: (562) 435-3456
Facsimile: (562) 435-6335
Email: dhaberbush@lbinsolvency.com
About Bay Area Development Co.
Bay Area Development Co., a loan agency in California, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Calif. Case No. 22-15031) on Sept. 15, 2022. In the petition
filed by Leslie Klein, president and CEO, the Debtor reported
between $1 million and $10 million in both assets and liabilities.
David R. Haberbush, Esq., at Haberbush, LLP serves as the Debtor's
legal counsel.
BENSALZ PRODUCTIONS: Seeks to Tap Kirby Aisner & Curley as Counsel
------------------------------------------------------------------
Bensalz Productions, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Kirby Aisner
& Curley, LLP as its legal counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its powers and duties in the
continued management of its property and affairs;
(b) negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan;
(c) prepare legal papers;
(d) appear before the bankruptcy court to protect the interest
of the Debtor and its estate;
(e) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(f) advise the Debtor in connection with any potential sale of
the business and its assets;
(g) take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of liquidation;
and
(h) perform all other legal services for the Debtor which may
be necessary for the preservation of the Debtor's estate and to
promote the best interests of the Debtor, its creditors and its
estate.
The hourly rates of the firm's counsel and staff are as follows:
Partners $450 - $550
Associates $295
Paraprofessionals $150
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the total amount of $15,000.
Dawn Kirby, Esq., an attorney at Kirby Aisner & Curley, 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:
Dawn Kirby, Esq.
Kirby Aisner & Curley LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Telephone: (914) 401-9500
Email: dkirby@kacllp.com
About Bensalz Productions
Bensalz Productions, LLC filed a Chapter 7 voluntary petition
(Bankr. S.D. Fla. Case No. 21-21018) on Nov. 19, 2021, with up to
$50,000 in both assets and liabilities. The case was converted to
one under Subchapter V of Chapter 11 on Dec. 13, 2021, and the U.S.
Trustee for Region 21 appointed Maria Yip as Subchapter V trustee.
On Aug. 9, 2022, the case was transferred to the U.S. Bankruptcy
Court for the Southern District of New York (Bankr. S.D.N.Y. Case
No. 22-11093). Judge David S. Jones oversees the case.
Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP is the Debtor's
legal counsel.
CARESTREAM HEALTH: S&P Upgrades ICR to 'B-', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Carestream
Health Inc. to 'B-' from 'D'. S&P assigned a 'B-' issue-level
rating on the new first-lien debt with a recovery rating of '3'
(rounded estimate: 60%).
Carestream emerged from Chapter 11 reorganization. The financial
restructuring reduces debt by about $500 million, improves its debt
maturity profile, and lowers its mandatory annual debt
amortization.
Under the new capital structure, S&P projects S&P Global
Ratings-adjusted leverage of mid-4x by the end of 2022, a material
reduction compared to over 8x as of the second quarter of 2022 when
the company filed for Chapter 11.
S&P's negative outlook reflects its view that, despite the lower
leverage post-emergence, the unfavorable macroeconomic environment
will continue pressuring the company's growth and profitability,
increasing the risk that it will not generate sufficient FOCF to
meet its annual debt amortization over the next few years.
S&P's upgrade reflects its expectation that the new capital
structure with significantly less debt will enable Carestream to
focus on improving its business.
Carestream's new capital structure includes a new $85 million of
asset-based revolving credit facility ($47 million drawn at
closing) and a new $541 million senior secured first-lien term
loan. The entire existing second-lien term loan is converted into
common equity. The terms for the new capital structure reduce
annual debt amortization to 2.5% from 5% under the previous credit
agreement, and delay amortization payments to the beginning of the
third quarter of 2023. S&P projects S&P Global Ratings-adjusted
leverage of about 4.5x by the end of 2022. It also expects the
company to generate minimal positive free operating cash flow
(FOCF) in 2023.
The financial restructuring reduces debt by about $500 million,
improves Carestream's debt maturity profile, and lowers its
mandatory debt amortization. S&P believes the new capital structure
will provide sufficient headroom for the company to strategically
reposition itself for future growth.
S&P's view on Carestream's business prospects deteriorated given
the unfavorable macroeconomic environment and continued secular
decline in its digital print film business.
S&P's vulnerable business risk assessment reflects the company's
niche focus on diagnostic imaging, a material sales concentration
in the declining digital print film business, competition with
products from larger and stronger companies such as Koninklijke
Philips N.V. and General Electric Co., and uncertainty around
Carestream's prospects for sustained long-term growth. These
factors are partially offset by Carestream's leading market
position in digital print film, especially in China, where
physicians and patients continue to rely on printed images. The
installed base of printers and equipment also provide recurring
revenue on the consumables and associated services.
Except for 2021, when Carestream's revenue base remained flat, its
reported top line had been consistently declining since at least
2014. One major reason, other than divestitures and other
go-to-market changes, was its 40% revenue concentration in digital
print film, a business in secular decline in developed markets, and
S&P views this concentration as a key credit risk.
S&P said, "In addition, we believe growth prospects in Carestream's
digital radiography (DR) business are somewhat limited.
Carestream's sales in DR temporarily experienced higher growth in
2020 due to the demand for mobile DR equipment related to the
COVID-19 pandemic. However, in 2021, the DR business declined
following peak demand in 2020. In addition, Carestream's DR
products compete with much larger companies such as Philips and GE,
which we believe makes it harder for the company to reposition
itself and its DR business for sustained long-term growth.
"With respect to pricing, we project that inflation-driven price
increases in the DR business will offset some decline in the film
business in 2022, but we don't expect them to be a reliable source
of long-term revenue growth. In addition, while the impact from
China's volume-based procurement policy (VBP) has been less
pronounced over the past few years, we expect there still will be
about 2%-3% annual price declines on China print film in the
projected years. We project that the pricing pressure on digital
print film, along with global inflation and continued restructuring
costs, will drive the EBITDA margin down by about 300 basis points
(bps) in 2022. We also expect the challenging macroeconomic
conditions to continue pressuring Carestream's profitability in
2023, but project that the adjusted EBITDA margin will improve to
about 15% in 2023 when a material portion of restructuring costs
rolls off.
"Although the current S&P Global Ratings-adjusted leverage
projection averages about 4x in the next two years, we do not
believe it is sustainable long-term.
"Given its deteriorating film business, we believe Carestream may
have to pursue acquisitions, likely debt-funded, to offset the
decline. We also expect its financial-sponsor ownership to
influence its financial policies, which we believe will favor
shareholder returns over debt repayment, thereby preventing S&P
Global Ratings-adjusted leverage from sustaining below 5x in the
long run.
"Our negative outlook reflects our view that, despite the lower
leverage post-emergence, the unfavorable macroeconomic environment
will continue pressuring Carestream's growth and profitability,
increasing the risk that it won't generate sufficient FOCF to meet
its annual debt amortization over the next few years.
"We could lower the rating if Carestream performs worse than our
base-case projection with more severe revenue and EBITDA declines
such that FOCF remains below debt amortization requirements,
leading us to believe the capital structure is unsustainable.
"We could consider revising the outlook to stable if Carestream
demonstrates a track record of organic revenue growth that we
believe is sustainable and maintains EBITDA margins of mid-teens
percent and generates FOCF sufficient to cover debt amortization."
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis. Our assessment of
Carestream's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, in line with our view of the majority of rated
entities owned by private-equity sponsors. Our assessment also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns."
CELSIUS NETWORK: Founder Mahinsky Resigns as CEO
------------------------------------------------
Celsius Network Ltd. CEO Alex Mashinsky, who founded the crypto
startup and served as pitchman for the sky-high yields it promised
to its thousands of investors, is stepping down as the company
works its way through bankruptcy.
Celsius Network announced Sept. 27 that Mashinsky has submitted his
letter of resignation, effective immediately, to the Special
Committee of the Board of Directors of Celsius Network Limited.
"I elected to resign my post as CEO of Celsius Network today.
Nevertheless, I will continue to maintain my focus on working to
help the community unite behind a plan that will provide the best
outcome for all creditors – which is what I have been doing since
the Company filed for bankruptcy," Mr. Mashinsky said. He
continued: "I believe we all will get more if Celsians stay united
and help the UCC with the best recovery plan. I remain willing and
available to continue to work with the Company and their advisors
to achieve a successful reorganization."
The text of Mr. Mashinsky's resignation letter reads as follows:
Effective immediately, please accept my resignation as CEO of
Celsius Network Ltd, as well as my directorships and other
positions at each of its direct and indirect subsidiaries, with the
exception of my director position at Celsius Network Ltd. I regret
that my continued role as CEO has become an increasing distraction,
and I am very sorry about the difficult financial circumstances
members of our community are facing. Since the pause, I have worked
tirelessly to help the Company and its advisors put forward a
viable plan for the Company to return coins to creditors in the
fairest and most efficient way. I am committed to helping the
Company continue to flesh out and promote that plan, in order to
help account holders become whole.
Cadwalader, Wickersham & Taft LLP represents Mr. Mashinsky.
The Hoboken, NJ-based company said it appointed Chief Financial
Officer Chris Ferraro, a JPMorgan Chase & Co. veteran, to the role
of chief restructuring officer and interim CEO.
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
CINEMA SQUARE: Court Approves Disclosure Statement
--------------------------------------------------
Judge Deborah J. Saltzman has entered an order approving the
Amended Disclosure Statement of Cinema Square, LLC.
A hearing on confirmation of the First Amended Chapter 11 Plan will
be held on Dec. 14, 2022, at 10:30 a.m. in Courtroom 202 of this
court.
Any objection to confirmation of the Plan must be filed on or
before Nov. 16, 2022.
Ballots voting on confirmation of the Plan must be returned no
later than Nov. 16, 2022.
The debtor's ballot summary, brief in support of confirmation, and
any reply to an objection to confirmation must be filed no later
than Nov. 30, 2022.
Any party may give notice of its intention to cross examine a
declarant at the confirmation hearing no later than Dec. 7, 2022.
The status conference is continued to Dec. 14, 2022.
Attorneys for the Debtor:
William C. Beall, Esq.
Eric W. Burkhardt, Esq.
Carissa N. Horowitz, Esq.
BEALL & BURKHARDT, APC
1114 State Street
La Arcada Building, Suite 200
Santa Barbara, CA, 93101
Tel: (805) 966-6774
Fax: (805) 963-5988
About Cinema Square, LLC
Cinema Square, LLC is the owner of a small shopping center located
at 6917 El Camino Real, Atascadero, CA 93422. There are several
tenants, the primary tenant is a movie theater, the Galaxy
Theater.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10634) on June 14,
2021. In the petition signed by Jeffrey C. Nelson, president, the
Debtor disclosed up to $50 million in assets and up to $10 million
in liabilities.
Judge Deborah J. Saltzman oversees the case.
William C. Beall, Esq., at Beall & Burkhardt, APC is the Debtor's
counsel.
CINEWORLD GROUP: Oct. 31 Final Hearing on Barclays DIP Loan
-----------------------------------------------------------
Cineworld Group PLC and affiliates are slated to appear before the
U.S. Bankruptcy Court for the Southern District of Texas, Houston
Division, on October 31 for a final hearing on their request to use
cash collateral and obtain postpetition financing arranged by
Barclays Bank PLC, as administrative agent and collateral agent.
The Debtors last month obtained interim Court approval to tap a
portion of the $1.935 billion DIP loan and use cash collateral to
finance their business operations during the Chapter 11
proceedings.
Cineworld obtained a senior secured superpriority priming U.S.
dollar term loan facility in the aggregate principal amount of
$1.935 billion, consisting of:
-- $664 million that the Debtors may use for working capital;
-- $1 billion, which will be used to refinance, in full, all
outstanding obligations under the Credit Agreement, dated as of
November 23, 2020 among Crown UK HoldCo Limited, Crown Finance US,
Inc., the lenders party thereto, and Barclays Bank PLC, as
Administrative Agent; and
-- $271 million to effectuate a "take-out" of the outstanding
principal amount of the EUR122.910 million euro and $112.500
million Facilities Agreement, dated 19 June 2020, as amended, by
and among Crown NL Holdco B.V., as Topco, Cinema City Holding B.V.,
as Parent, Cinema City Finance B.V., as Borrower, Kroll Agency
Services Limited, as administrative and collateral agent, the
obligors from time to time party thereto, and the lenders from time
to time party thereto, pursuant to which an approximately EUR 123
million term loan facility and an approximately $112.5 million term
loan facility were made available to RoW Borrower.
The parties to the Senior Superpriority Secured Debtor-in
Possession Credit Agreement are Crown Finance, as borrower, Crown
UK HoldCo Limited, as holdings, the guarantors party thereto,
Barclays Bank PLC, as administrative agent and collateral agent,
and the Prepetition Legacy Facility Lenders that are members of the
ad hoc group represented by Arnold & Porter Kaye Scholer LLP and
Houlihan Lokey, Inc. that execute a backstop commitment agreement,
and their respective successors and assigns and the Prepetition
Legacy Facility Lenders that, after the Closing Date agree to
participate in the DIP Facility.
The Debtors have a need to use cash collateral on an interim basis
and obtain credit in an amount equal to the Interim Amount pursuant
to the DIP Facility in order to, among other things, enable the
orderly continuation of their operations and to administer and
preserve the value of their estates.
Under the Interim Court order, the Debtor is permitted to obtain
up to $1.785 billion of DIP Loans consisting of (a) $514 million of
Working Capital Loans, (b) $1 billion of which will be used to
consummate the Priming Loan Refinancing, and (c) $271 million of
which will be used to effectuate the RoW Loan Transaction.
Pursuant to the Credit Agreement, dated as of February 28, 2018,
the Prepetition Legacy Facility Secured Parties led by Barclays
Bank PLC, as Administrative Agent, agreed to extend loans and other
financial accommodations to, and issue letters of credit for the
account of, the Borrower, consisting of (A) $3.325 billion in U.S.
dollar-denominated term loans, (B) EUR607.643 million of euro
denominated term loans, (C) $350.7 million in revolving credit
commitments, and (D) $650 million in incremental U.S.
dollar-denominated term loans.
As of the Petition Date, the applicable Debtors owed the
Prepetition Legacy Facility Secured Parties an aggregate principal
amount of approximately $3.939 billion plus all accrued and unpaid
interest thereon and any additional fees, expenses.
Pursuant to the Credit Agreement, dated as of November 23, 2020
providing for (A) Initial Term B-1 Loans in the original principal
amount of $450 million, (B) Initial Term B2 Loans in the original
principal amount of $110 million and (C) 2021 Incremental Term B-1
Loans in the original principal amount of $200 million, entered
into by and between (a) Crown UK HoldCo Limited, (b) Crown Finance,
as borrower, (c) the lenders party thereto, and (d) Barclays Bank
PLC, as Administrative agent, the Prepetition Priming Facility
Secured Parties agreed to extend loans and other financial
accommodations to the Borrower pursuant to the Prepetition Priming
Facility Loan Documents.
As of the Petition Date, the applicable Debtors owed the
Prepetition Priming Facility Secured Parties an aggregate principal
amount of approximately $855 million plus all accrued and unpaid
interest thereon and any additional fees and expenses.
Subject to the Carve-Out, to the extent there is a Diminution in
Value of the Prepetition Collateral, the Prepetition First Lien
Agents, for the benefit of all the Prepetition First Lien Secured
Parties, are granted valid, binding, enforceable and perfected
replacement liens on and security interests in the DIP Collateral.
Subject only to the Carve-Out and the DIP Superpriority Claim, to
the extent of Diminution in Prepetition First Lien Collateral
Value, the Prepetition First Lien Secured Parties are further
granted an allowed superpriority administrative claim.
The Carve-Out means the sum of (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; all reasonable fees and expenses up to $150,000
incurred by a trustee under 11 U.S.C. section 726(b); (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 11 U.S.C.
section 327, 328, or 363 and the Creditors' Committee pursuant to
11 U.S.C. section 328 or 1103; and (iv) Allowed Professional Fees
of Professional Persons in an aggregate amount not to exceed
$12,000,000 incurred after the first business day following
delivery by the DIP Agent of the Carve Out Trigger Notice.
The Debtors covenant with the DIP Lenders to, until the DIP
Obligations are Paid in Full:
-- strictly perform in accordance with the Budget, subject to
the Variance Limit: and
-- keep the total amount of unrestricted cash held by the
Debtors that are DIP Obligors -- excluding, for the avoidance of
doubt, any cash held by the obligors on the RoW Credit Facility --
as of the last Business Day of each calendar week, to be at least
$30 million; it being agreed that (i) any cash that is used to the
fund the Carve Out,the Funded Reserve Account, the Priming Loan
Refinancing Escrow Amount, or the Priming Loan Refinancing Escrow
shall not be included as Liquidity for purposes of any calculation
of the Liquidity Requirement and (ii) all cash held in the Funding
Account (other than the Priming Loan Refinancing Amount) shall be
included as Liquidity for purposes of the Liquidity Requirement,
except that until the later of (x) the date the Additional Final
Amount Conditions are satisfied and (y) January 1, 2023, no portion
of the Final Amount that is held in the Funding Account shall be
included as Liquidity for purposes of the any calculation of the
Liquidity Requirement.
A copy of the Interim Order is available at https://bit.ly/3BaQqlq
from PacerMonitor.com.
About Cineworld Group PLC
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the US.
According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).
The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.
Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt.
Judge Marvin Isgur oversees the case.
PJT Partners LP is providing financial advice, Kirkland & Ellis LLP
and Slaughter and May are acting as legal counsel and AlixPartners
LLP is serving as restructuring advisor to Cineworld. Jackson
Walker LLP is the co-bankruptcy counsel. Kroll is the claims
agent.
CLAIM JUMPER: Down to 25 Branches, Seeks Buyer in Chapter 11
------------------------------------------------------------
Claim Jumper Acquisition Company, LLC, which has already closed
more than half of its 62 restaurant locations, has sought Chapter
11 protection, hoping to find a sponsor or a buyer for the
business.
The Debtors operate brick-and-mortar restaurants under four
well-known brand concepts, Claim Jumper Steakhouse & Bar, Joe's
Crab Shack, Brick House Tavern + Tap, and Nashville Hot Chicken
Shack, that offer a variety of high-quality food and beverages in a
distinctive, casual, high-energy atmosphere. The Debtors license
the right to operate under the Claim Jumper, Joe's and Brick House
concepts from Landry's Inc., who owns the concepts, including the
intellectual property associated therewith. The Chicken Shack
concept is owned by a non-debtor affiliate, which permits the
Debtors to operate under the brand.
As of the Petition Date, the Debtors operate 25 restaurant
locations spread across 10 states: 16 Claim Jumpers, 4 Joe's, 4
Brick Houses, and 1 Chicken Shack. The Debtors employ 1,129
employees, consisting of 1,060 hourly employees and 69 salaried
employees.
The Debtors also operate "ghost kitchens" or virtual restaurants
out of their physical restaurant locations under various restaurant
concepts developed and owned by their non-debtor affiliates.
The Debtors all are directly or indirectly majority owned by
non-debtor Del Mar Group, LLC.
The Debtors have no secured funded indebtedness. As of the
Petition Date, the Debtors' significant debt obligations comprise:
* Trade claims totaling $12.7 million.
* Claims of taxing authorities total $11.2 million.
* Outstanding balance for rent due under leases of
$4.1 million.
* Miscellaneous unsecured claims totaling $12.2 million.
More Than Half of Restaurants Closed
The Debtors began operating in October 2017 and acquired 62
restaurant locations between that time and February 2019, prior to
the start of the COVID-19 pandemic. Specifically, in October 2017,
the Debtors acquired 29 restaurant locations, including 13 Brick
House and 13 Joe's locations from Ignite Restaurant Group, Inc., in
connection with Ignite's chapter 11 bankruptcy proceedings. In
February 2019, the Debtors acquired 32 Claim Jumper locations and 1
Joe's location from Landry's in a private sale.
Since the beginning of the COVID-19 pandemic, the Debtors have
struggled through a challenging business environment. Despite
significant efforts to address the situation, the Debtors
ultimately have not been able to overcome the difficulties from the
COVID-19 pandemic, greatly exacerbated by regulatory responses to
the pandemic, soaring food costs and a tight labor market.
The Debtors were ultimately forced to close 37 of their 62
restaurant locations and are in the process of closing seven more.
Within the last 180 days, the Debtors closed nine locations and
terminated approximately 220 employees associated with operations
at those locations. Although the Debtors were able to renegotiate
their lease obligations with respect to certain locations, several
landlords, who were also affected by the pandemic, refused. And
some have initiated legal proceedings against the Debtors for rent
due under the applicable leases. Accordingly, the Debtors have
determined, in their business judgment, to reject the leases for
the Closed Locations. To that end, the Debtors intend to file an
omnibus motion seeking to reject such leases nunc pro tunc to the
Petition Date.
Marketing Process
The Debtors and their advisors are preparing to commence a robust
marketing process to seek a plan sponsor or one or more purchasers
to maximize value for creditors and to facilitate the Debtors'
emergence from these chapter 11 cases. The Debtors will accept
bids in the form of either a purchase of the Debtors' assets or as
a plan sponsor proposal, resulting in either an asset sale
restructuring, whereby the Debtors will enter into a sale
transaction for the sale or disposition of the Debtors' assets, or
a plan of reorganization. Permitting the Debtors' restructuring to
take the form of either an asset sale or plan of reorganization
provides the Debtors with the latitude necessary to negotiate the
precise terms of their ultimate emergence from chapter 11.
During the chapter 11 cases, the Debtors intend to maximize the
value of their estates by closing additional underperforming
restaurant locations, rejecting leases associated with such
locations that are not marketable, and abandoning furniture,
fixtures and equipment of de minimis value.
Michael Wyse, managing partner of Wyse Advisors LLC, was retained
by the Debtors immediately prior to the Petition Date to assist the
Debtors in their restructuring. The Debtors and Mr. Wyse are
developing a list of potential purchasers or plan sponsors.
Shortly, the Debtors will begin distributing a teaser to
prospective purchasers, sponsors, and lenders, and soon expect to
start executing confidentiality agreements. The Debtors and Mr.
Wyse will work with all interested parties, provide necessary
diligence materials, and will continue to actively seek potential
interested purchasers, sponsors, and lenders.
Having the option to accept bids in the form of a purchase of the
Debtors' assets and or a plan sponsor proposal provides the Debtors
flexibility to pursue a restructuring in the form that best
maximizes value for the Debtors' estates and recovery to
creditors.
About Claim Jumper
Claim Jumper Acquisition Company, LLC, and its affiliates operate
four restaurant concepts, Claim Jumper Steakhouse & Bar, Joe's Crab
Shack, Brick House Tavern + Tap, and Nashville Hot Chicken Shack,
that offer a variety of food and beverages in a distinctive,
casual, high-energy atmosphere.
Claim Jumper closed 29 of 62 stores and then on Oct. 3, 2022, filed
for Chapter 11 protection (Bankr. W.D. Pa. Lead Case No. 22-21941)
along with 7 affiliates, including C Jumper Restaurant, Inc.
Claim Jumper Acquisition estimated assets of $1 million to $10
million and liabilities of $10 million to $50 million.
The Hon. Gregory L. Taddonio is the case judge.
The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as general
bankruptcy counsel; Whiteford, Taylor & Preston, L.L.P. as local
bankruptcy counsel; and Wyse Advisors LLC as restructuring advisor.
Stretto is the claims agent.
COBRA PIPELINE: Seeks to Hire Advantage Real Estate as Broker
-------------------------------------------------------------
Cobra Pipeline Co., Ltd. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to employ Advantage Real
Estate as its broker.
The Debtor requires a broker to assist in the sale of its real
property in Washington County, Ohio.
Advantage Real Estate will be paid a commission of 6 percent of the
property's gross sales price.
Desni Crock, a licensed real estate broker at Advantage Real
Estate, disclosed in a court filing that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Desni Crock
Advantage Real Estate
103 Putnam Street
Marietta, OH 45750
Telephone: (740) 374-7325
Facsimile: (740) 374-2174
About Cobra Pipeline
Cobra Pipeline Co., Ltd., an Ohio-based intrastate natural gas
pipeline company, filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
19-15961) on Sept. 25, 2019. In the petition signed by Jessica
Carothers, general manager, the Debtor disclosed up to $50,000 in
assets and up to $50 million in liabilities.
Judge Arthur I. Harris oversees the case.
Thomas W. Coffey, Esq., at Coffey Law LLC serves as the Debtor's
counsel.
COLQUITT 2008: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: Colquitt 2008, LP
1215 Gessner Rd
Houston, TX 77055
Chapter 11 Petition Date: October 4, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 22-90325
Judge: Hon. David R. Jones
Debtor's Counsel: Susan Tran Adams, Esq.
TRAN SINGH, LLP
2502 La Branch St.
Houston, TX 77004
Tel: (832) 975-7300
Email: stran@ts-llp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christopher Bran as manager of CBMJ
Investments & Development, LLC, Managing Partner of Debtor.
The Debtor listed DLP Capital as its only unsecured creditor
holding a claim of $220,213.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WBLWETY/Colquitt_2008_LP__txsbke-22-90325__0001.0.pdf?mcid=tGE4TAMA
COMPUTE NORTH: Blames Generate Capital for Woes
-----------------------------------------------
Computer North Holdings Inc. and its affiliates have sought Chapter
11 protection.
Founded in 2017, Compute North is a leader in data centers, focused
on delivering sustainable, cost-effective infrastructure for
customers in the blockchain, cryptocurrency mining and distributed
computing space. With operations across the United States, Compute
North brings a unique combination of data center, energy, and
technology expertise to meet the growing demand for purpose-built
infrastructure solutions for highly specialized computing needs.
Harold Coulby, CFO, explained in court filings that a confluence of
events has created a liquidity crisis that has severely impeded
Compute North's ability to complete the development of several new
facilities that Compute North commenced when the market and
financial conditions for Compute North's business were far more
favorable. In particular, cryptocurrency prices have collapsed --
bitcoin prices recently hit lows that were almost 75% below its
all-time highs in late 2021 -- while the rates charged for the
electricity required to mine bitcoin have essentially doubled over
the past year.
In addition to these adverse market conditions, Compute North has
faced severe challenges from an interplay of supply chain issues
and challenges in the working relationship with one of Compute
North's primary lenders, Generate Lending, LLC, an affiliate of
Generate Capital.
With respect to supply chain issues, Compute North's business model
relies on ordering specialized long-lead-time inventory that is
necessary to complete the buildout of facilities in development and
bring them on line. To obtain this inventory for projects expected
to come on line in 2022, Compute North expended significant capital
in 2021 in the form of advance payments. While this made sense at
the time, it was based, in part, on having a long term source of
financing to assist in funding the remaining development costs.
In February 2022, Generate agreed to lend up to $300 million in
project financing to pay for project development costs at certain
of Compute North's facilities. Generate also purchased about 1% of
the preferred equity in Holdings. As part of the Prepetition
Generate Facility, Generate obtained a right of first refusal to
finance all of Compute North's future projects and the right to
appoint a director to Holdings' board of directors.
In July 2022, in the absence of any payment default, Generate
asserted several technical events of default under the Prepetition
Generate Facility. These technical defaults formed a basis for
Generate to exercise remedies to take control of material assets of
Compute North, disrupting Compute North's business operations.
Compute North rebutted many of the defaults alleged by Generate and
entered into a dialogue with Generate regarding a potential
forbearance. Following an exchange of forbearance proposals,
Generate elected to exercise pledged voting rights over CN
Borrower, LLC ("CN Borrower"), a non-Debtor and the owner of the
entities that own the Kearney Facility and the Wolf Hollow Facility
. Generate also took control of the bank accounts of those
non-Debtor entities, which at the time contained approximately
$23.6 million.
Generate also utilized the voting rights to amend the limited
liability company agreement of CN Borrower, install a board of
managers at CN Borrower and appoint managers to such board (the
"Generate Managers"). Accordingly, Compute North lost control over
CN Borrower and its subsidiaries, which own the Kearney Facility
and the Wolf Hollow Facility (collectively, the "Generate
Entities"). The Generate Managers and Generate also executed an
amendment to the Prepetition Generate Facility that improved the
terms of the loan for Generate.
As a result, none of the Generate Entities are Debtors in the
Chapter 11 Cases. Compute North's loss of control over the
Generate Entities contributed to business disruptions leading up to
the commencement of these Chapter 11 Cases.
As a result of the foregoing factors, Compute North lacked the
liquidity needed to continue funding the development of data
centers that were being built out, despite the fact that Compute
North had already invested millions of dollars in those development
projects. Compute North explored all available alternatives,
including, among other things, negotiating with key stakeholders
for additional capital, marketing certain projects still in
development for sale, and engaging in lengthy negotiations with
Generate regarding a resolution with respect to Compute North's
liquidity issues and a long term solution regarding ownership and
management of the Generate Entities.
Although in the weeks leading up to these Chapter 11 Cases Compute
North engaged in advanced negotiations with Generate and other
prospective counter-parties to solve its liquidity crisis by
selling certain of its assets or obtaining new financing, none of
these sale or financing transactions were able to be consummated
within the time frame available to Compute North to effectuate an
out-of-court restructuring. Facing the threat of ongoing
degradation to the value of its business, including the potential
termination of contracts that Compute North may be able to assign
in a sale transaction, Compute North had no choice but to commence
the Chapter 11 Cases in order to preserve and maximize the value of
its assets.
About Compute North Holdings
Computer North Holdings Inc. -- https://www.computenorth.com/ -- is
a crypto mining data center company. Compute North has four
facilities in the U.S. -- two in Texas and one in both South Dakota
and Nebraska, according to its website.
While cryptocurrency prices skyrocketed during the pandemic (with
bitcoin surging by 300% in 2020), the Federal Reserve's decision to
curb rising inflation by hiking interest rates has since ushered in
some of the crypto market's biggest losses in history. After
amassing a record value above $3 trillion in November 2021, the
cryptocurrency market posted its worst first half ever --
plummeting more than 70% through July. Terra's luna token, a once
top cryptocurrency worth more than $40 billion, lost virtually all
its value within a week in May after sister token TerraUSD, a
stablecoin meant to hold a price of $1, broke its dollar peg as
markets collapsed.
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 include crypto lenders Celsius Network,
Three Arrows Capital, Voyager Digital, and crypto mining firm
Compute North.
Compute North Holdings and 18 affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 22-90273) on Sept. 22, 2022. In the petition filed by Harold
Coulby, as authorized signatory, the Debtor reported assets and
liabilities between $100 million and $500 million.
Compute North tapped PAUL HASTINGS LLP as bankruptcy counsel;
JEFFERIES LLC as investment banker; and PORTAGE POINT PARTNERS as
financial advisor. EPIQ CORPORATE RESTRUCTURING LLC is the claims
agent.
DARLING INGREDIENTS: Moody's Ups CFR to Ba1, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Darling Ingredients Inc.'s
Corporate Family Rating to Ba1 from Ba2 and Probability of Default
Rating to Ba1-PD from Ba2-PD. Moody's additionally upgraded the
company's senior secured bank credit facility to Baa3 from Ba1 and
the senior unsecured notes to Ba2 from Ba3. Darling's SGL-1
Speculative Grade Liquidity Rating ("SGL") is unchanged and the
outlook has changed to stable from positive.
The upgrade reflects Darling's improved credit metrics with
debt/EBITDA of 3.0x as of June 30, 2022, pro-forma for the recent
acquisition of Valley Proteins, Inc. and FASA Group. Darling
acquired Valley Proteins in May 2022 for $1.1 billion and FASA
Group in August 2022 for $543 million. Although Darling funded
these acquisitions with cash and incremental debt which is viewed
as a credit negative, Moody's believes that the addition of these
two rendering companies (32 facilities in total) will help Darling
expand its rendering capacity and supply more low carbon waste
fats which can be used by Diamond Green Diesel ("DGD"), its joint
venture with Valero Energy Corporation (Baa2 Stable). On a combined
basis, Moody's estimates that these two acquisitions will
contribute approximately $200 million in incremental EBITDA.
In addition to Darling's improvement in debt/EBITDA leverage, the
upgrade also reflects the increasing asset value of the company's
Diamond Green Diesel joint venture with Valero Energy Corporation.
Moody's expects DGD to continue to become an increasingly
important and significant contributor to Darling's reported
operating income, operating cash flows and deleveraging plans. Cash
distributions from DGD are nevertheless volatile and dependent on
DGD's reinvestment plans. With the commencement of Diamond Green
Diesel 3 ("DGD3") anticipated in 4Q22, Moody's expects Darling to
begin receiving annual cash distributions from DGD in 2023, which
it can utilize to further reduce its debt. For fiscal 2023, Moody's
is forecasting Darling to receive between $600 million and $625
million in cash dividends from DGD.
The Speculative Grade Liquidity Rating remains unchanged at SGL-1
which reflects Moody's projection for modest free cash flow
generation over the next 12 months. Cash of $147 million as of July
2, 2022, $1.45 billion of undrawn capacity on the $1.5 billion
revolver expiring in 2026, and $800 million of availability on two
delayed draw term loans due 2026 provide very good coverage of cash
needs including the minimal $16.5 million of required annual term
loan amortization. Moody's also projects considerable cushion
within maximum 5.5x debt-to-EBITDA and minimum 3.0x
EBITDA-to-interest expense covenants.
The following ratings/assessments are affected by the action:
Upgrades:
Issuer: Darling Ingredients Inc.
Corporate Family Rating, Upgraded to Ba1 from Ba2
Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD
Senior Secured 1st Lien Bank Credit Facility, Upgraded to Baa3
(LGD2) from Ba1 (LGD2)
Senior Unsecured Notes, Upgraded to Ba2 (LGD5) from Ba3 (LGD5)
Issuer: Darling Global Finance B.V.
Backed Senior Unsecured Notes, Upgraded to Ba2 (LGD5) from Ba3
(LGD5)
Outlook Actions:
Issuer: Darling Ingredients Inc.
Outlook changed to stable from positive
RATINGS RATIONALE
Darling's Ba1 CFR reflects manageable financial leverage, good
geographic and end market diversity, and use of raw material
pricing formulas to help reduce volatility in the majority of its
businesses. The credit profile also reflects some exposure to raw
material price swings and exogenous raw material supply risk. DGD's
asset value is meaningful, but there is some uncertainty regarding
the cash flow effects on Darling given DGD's high reinvestment
levels and event risk surrounding DGD's ownership structure.
Moody's expects the current DGD ownership positions to remain in
place for at least the next several years, and that DGD's operating
cash flow will continue to expand and increase the distribution
potential to Darling. Moody's also anticipates Darling will remain
focused on reducing leverage through earnings growth and debt
repayment through cash generated from the recycling/rendering
businesses and any cash distributions received from DGD.
Moody's expects the market for renewable diesel to grow, but DGD
has different business risk than Darling's recycling/rendering
businesses including high investment needs for capacity expansion,
volatility related to energy prices, and business economics that
are influenced by regulatory policies. Once Darling begins to
receive cash distributions from DGD, Moody's believes Darling will
utilize this cash to deleverage its balance sheet. With the
commencement of DGD3 expected in 4Q 2022, Moody's is forecasting
Darling to receive approximately $600 million to $625 million from
DGD on annual basis, which it can use for debt reduction.
Darling Ingredient's ESG Credit Impact score is moderately negative
(CIS-3), reflecting its moderately negative exposure to
environmental, social, and governance risks. The main environmental
risks for Darling stem from the company's Diamond Green Diesel
assets, which are susceptible to hurricanes given their location in
Louisiana, and the company's reliance on animal products for its
rendering operation. The main social risks for Darling stem from
the health and safety of its employees, who work in manufacturing
facilities, and the responsible production of its products which
are used in many different industries. Darling has conservative
financial policies, very good liquidity, sound governance
practices, and good transparency as a publicly traded company.
Credit exposure to environmental risks is moderately negative
(E-3). This is driven by the company's moderately negative exposure
to physical climate risk. Darling owns a 50% interest in a
renewable diesel company, Diamond Green Diesel, which has assets in
Louisiana and is susceptible to weather related hazards such as
hurricanes. Natural capital risk is also moderately negative given
Darling's indirect reliance on animals for its rendering business.
Darling's rendering and DGD operations have characteristics that
contribute to stronger environmental IPS than most protein and
agriculture companies. Recycling/rendering reduces waste that would
otherwise need to be stored, and thus reduces landfill usage and
the potential negative effects on the environment. Renewable diesel
reduces pollutants and greenhouse gas emissions relative to
carbon-based energy sources. The production processes of both
Darling and DGD nevertheless require energy and water usage that
must be managed carefully to minimize the environmental impact. In
addition, the raw materials used in Darling's production processes
are potentially dangerous and the company must invest to ensure
proper handling to avoid pollution.
Darling has moderately negative exposure to social risks (S-3).
Customer relations risks is moderately negative as the company has
very limited direct relationships with consumers and does not face
labeling and disclosure risks. Human capital risk is also
moderately negative as Darling has nearly 14,000 employees and the
health and safety risk of these employees is a social risk given
the handling of potentially hazardous materials. Responsible
productions risk is also moderately negative but viewed as posing
less risk that most other protein and agriculture companies as a
result of the company's rendering business. The company must source
and safely manage animal byproducts to develop its products but
this also helps reduce animal waste.
Credit exposure to governance considerations is moderately negative
(G-3). Darling's financial policies are conservative. The company
targets reducing debt-to-EBITDA (based on the company's calculation
incorporating the company's proportionate share of DGD's cash
distributions) to less than 2.5x over the long term. Darling's 50%
ownership of Diamond Green Diesel is an organizational structure
weakness, given its size and potential contribution to cashflows
relative to Darling's core business. The JV also poses governance
risks since good continued collaboration between Darling and Valero
with respect to DGD's operations, financial decisions and ownership
structure are necessary for a successful partnership.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that Darling will
successfully integrate its recent acquisitions. It also
incorporates Moody's expectation of some earnings and cashflow
volatility stemming from that portion of its business exposed to
commodity prices.
The ratings could be upgraded if Darling provides greater clarity
about the long term strategic role of the Diamond Green Diesel
joint venture ("JV") for the company, there is a demonstration of
consistent results from the energy JV through cycles and clarity
around the longer term demand for renewable diesel fuel, sustained
profitability and cash flow stability of Darling's core feed/food
rendering businesses excluding the JV, improved financial and
liquidity flexibility through the ability to transition to an
unsecured debt structure, and debt to EBITDA is sustained below
3.0x.
The ratings could be downgraded if earnings or cashflow decline,
liquidity weakens, there is an increase in the volatility of
earnings and cash flows, or debt to EBITDA is sustained above 3.5x
(including cash distributions from DGD in EBITDA).
The principal methodology used in these ratings was Protein and
Agriculture published in November 2021.
Darling Ingredients Inc., headquartered in Irving Texas, provides
rendering and recycling services to the food industry. The company
processes food waste such as animal by-products, used cooking oil,
and commercial bakery residuals into ingredients used in diverse
applications in the food, pet food, pharmaceutical, feed, fuel and
fertilizer industries. Ingredients include gelatin, tallow, feed
grade fats, meat and bone meal, poultry meal, yellow grease, fuel
feed stocks, natural casings and hides. The company's operations
are primarily located in North America and Europe with a modest
presence in China, South America, and Australia. Darling also owns
a 50% interest in the Diamond Green Energy joint venture with
Valero Energy Corporation. The publicly-traded company generates
annual revenue of about $5.5 billion excluding DGD, and DGD's
revenues for fiscal year ended December 2021 were $2.3 billion.
DIOCESE OF CAMDEN: Touts $87 Million Chapter 11 Plan
----------------------------------------------------
The Diocese of Camden, New Jersey, has filed a brief in support of
its proposed Chapter 11 plan.
The Diocese, backed by its Official Committee of Tort Claimant
Creditors, is asking the Court to confirm their Joint Eighth
Amended Plan of Reorganization over objections by insurers that
include Certain Underwriters at Lloyd's, London and Century
Indemnity Company.
The Diocese, parishes and other Catholic Entities have agreed to
fund an $87.5 million sexual abuse claim settlement fund that will
to provide recoveries to the hundreds of tort claimants in the
case.
With respect to the Abuse Claims and Unknown Abuse Claims, the
Trust will be funded with: (i) $87.5 million by the Diocese and the
Other Catholic Entities; (ii) any proceeds held by the Diocese or
the Reorganized Debtor on account of Insurance Settlement
Agreements; and (iii) the Transferred Insurance Interests.
"With respect to the Abuse Claims, the Plan sets forth a fair and
equitable process for distribution of funds to the over 300 claims
filed. This process protects all Abuse Claims from the "race to the
courthouse" which this proceeding was meant to protect against. In
addition, the Diocese and Other Catholic Entities, by making the
contributions set forth in the Plan, are avoiding years of
contentious litigation with the Abuse Claimants, which would affect
the Diocese's ability to continue its mission in Southern New
Jersey," the Diocese said.
Interstate Fire & Casualty Company, et al., have argued that the
Plan cannot be confirmed without ensuring that all rights, claims
and defenses of the Insurers are expressly preserved, and they have
the ability to assert the same defenses and are afforded the same
procedural protections that they would otherwise have had the
Debtor's bankruptcy filing never occurred.
"The Plan impermissibly assigns defined "Transferred Insurance
Interests" (but not the insurance policies themselves) to a Trust,
effectively separating the benefits and the burdens of those
policies to the prejudice of the Insurers. Such assignments are not
only prohibited by the Bankruptcy Code, which requires contracts to
be assigned cum onere, but also New Jersey law, which prohibits the
assignment of insurance policies where such assignment would
frustrate the original expectations of the parties," Interstate
said in court filings.
About The Diocese of Camden, NJ
The Diocese of Camden, New Jersey is a nonprofit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. The Diocese is the secular legal embodiment of the
Roman Catholic Diocese of Camden, a juridic person recognized under
Canon Law.
The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
The petition was signed by Reverend Robert E. Hughes, vicar General
and vice president. At the time of the filing, the Debtor had
total assets of $53,575,365 and liabilities of $25,727,209. Judge
Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland &
Baumann, LLC, is the Debtor's legal counsel.
DIVISION MANAGEMENT: Clams to be Paid From Sale of Assets
---------------------------------------------------------
Division Management, LLC, submitted a Plan of Liquidation and a
Disclosure Statement.
The primary objective of the Debtor's Plan is to provide a
mechanism for completing the liquidation of the Debtor's assets,
including causes of action, if any, held by, or in favor of, the
Debtor, reconciling and fixing the claims asserted against the
Debtor and distributing the net liquidation proceeds in conformity
with the distribution scheme provided by the Bankruptcy Code.
Because the Plan is a plan of liquidation, pursuant to section
1141(d)(3) of the Bankruptcy Code, the Debtor will not receive a
discharge, and will not engage in business after a Final Decree has
been entered and its chapter 11 case is closed. All equity
interests in the Debtor will be canceled and these equity interest
will not receive a distribution under the Plan.
Under the Plan, Class 2 Non-priority Unsecured Claims, estimated to
exceed $500,000, are impaired. Holders of general unsecured claims
without priority which are Allowed Claims as determined on or
before the Effective Date of the Plan shall be paid a pro rata
distribution from the Liquidation Fund Liquidation Fund to be
established or depending upon the total amount of allowed unsecured
claims from future operations of the Debtor. No holders of allowed
general unsecured claims shall be entitled to receive post-petition
interest on its allowed claim.
Class 3 Non-Priority Unsecured Claims - Mississippi Claimant 3
consist of all general unsecured claims related to the case styled
Meridian Downtown Hotels, LLC, et al., v. Division Management, LLC
d/b/a Eagle Access, LLC, et al.; Case No. 20-CV133(CW), which is
pending in the Circuit Court of Lauderdale County, Mississippi
(hereinafter "Mississippi Litigation"). This class consists of the
following general unsecured creditors each of whose claim is
contingent, unliquidated and disputed: Ascent Hospitality
Management Co. LLC; Meridian Downtown Hotels, LLC; and Tampa
Enterprises, Inc. (collectively "the Tampa Parties"). All such
claims are impaired. The total amount of these general unsecured
claims exceeds $500,000 although the actual amount, if any, is
unknown. In the event that a claim of one or more of the Tampa
Parties claim(s) is subsequently Allowed as determined herein, said
Allowed Claim Holder in this Class shall be paid a pro rata
distribution from either the Liquidation Fund to be established or
depending upon the amount of said claims from future operations of
the Debtor. No holder of an Allowed Claim in this Class shall be
entitled to receive post-petition interest on its Allowed Claim.
Class 4 Non-Priority Unsecured Claims – Louisiana Claimant 4
consist of all general unsecured claims related to the case styled
Cameron Soule v. Woodward Design + Build, LLC, et al., Case No.
2018-00935 which is pending in the Civil District Court for the
Parish of Orleans, State of Louisiana ("Louisiana Litigation").
Chad Bondlow, Sr. ; Chad Bondlow, Jr. (Minor); Bernard Curtis;
Brenda Curtis; Clarence Burks, Jr.; Michael Habisreitinger Jr.;
Duane Dean; Christy Dean; Cameron Sole; Melvin Barnica; Ciriaco
Pina; Amalia Farretiz-Barron; Francisco Castillo; Louisiana Workers
Compensation Corporation; and Woodward Design + Build, LLC. All
claims held by these persons are contingent, unliquidated and
disputed claims arising from or related to the Louisiana
Litigation. All such claims are impaired. The total amount of these
general unsecured claims exceed $10,000,000 although the actual
amount, if any, is unknown. Those Louisiana Claimants whose claims
are subsequently Allowed as determined herein shall be paid a pro
rata distribution from the Liquidation Fund or depending upon the
total amount of Allowed unsecured claims from future operations of
the Debtor. No holder of an Allowed Claim in this Class shall be
entitled to receive post-petition interest on its Allowed Claim.
In the event the Debtor pursues a sale depending on the amount of
allowed unsecured claims, the Debtor will solicit bids to purchase
its Assets for an approximate amount of $500,000 with entities that
have expressed interest in purchasing the Debtor's Assets; however,
the Debtor does not have a formal offer to purchase its Assets at
this time.
In the event Debtor does not receive a signed purchase agreement
for the sale of its assets through an arm's-length transaction on
or before Dec. 31, 2022, the Debtor shall sell in whole or in part
its assets, through an auction process:
* The Debtor intends to sell its Assets and invite interested
parties from the industry to submit bids for all, or any
identifiable part, of its Assets, including, without limitation,
any competing bids for the Assets.
* All interested bidders must deliver a fully signed contract
setting forth its offer to Kevin D Heard, Heard Ary & Dauro, LLC,
303 Williams Avenue SW Suite 921 Huntsville, Alabama 35801, fax
number 256-535-0818, e-mail address kheard@heardlaw.com, as counsel
for the Debtor, on or before 11:59 P.M., December 31, 2022.
The proceeds of the Sale of the Assets will be the primary funding
for the Plan. The Plan Administrator will use the proceeds from
the Sale to repay the Class 1 Allowed Secured Claims as well as
certain closing and other expenses related to the Debtor's
operations, the Sale, and the Debtor's bankruptcy including
Administrative Claims. The remaining proceeds will be distributed
to the remaining Allowed Unsecured Claims pursuant to the Plan and
Confirmation Order.
Attorney for the Debtor:
Kevin D. Heard, Esq.
HEARD, ARY & DAURO, LLC
303 Williams Avenue SW, Park Plaza Suite 921
Huntsville, AL 35801
Tel: (256) 535-0817
Fax: (256) 535-0818
E-mail: kheard@heardlaw.com
A copy of the Disclosure Statement dated September 23, 2022, is
available at https://bit.ly/3UBOaMW from PacerMonitor.com.
About Division Management
Division Management LLC, doing business as Eagle Access LLC, is
engaged in commercial and industrial machinery and equipment rental
and leasing business.
Division Management sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ala. Case No. 22-80896) on May 26,
2022. In the petition signed by Eugene R. Sak, manager, the Debtor
disclosed $1,005,874 in assets and $463,781 in liabilities.
The case is assigned to Honorable Bankruptcy Judge Clifton R.
Jessup Jr..
Kevin D. Heard,of Heard, Ary & Dauro, LLC, is the Debtor's counsel.
DIXWELL PHARMACY: Seeks Cash Collateral Access
----------------------------------------------
Dixwell Pharmacy, LLC asks the U.S. Bankruptcy Court for the
District of New Jersey in Newark for authority to use cash
collateral in accordance with the budget and provide adequate
protection.
The Debtor requires the use of cash collateral to fund management
fees, payroll and payroll taxes, maintain its relations with
vendors and suppliers, or pay for inventory, supplies, overhead,
insurance and other necessary expenses.
The creditors that hold or might assert a lien or security interest
in the Debtor's cash collateral are Live Oak Banking Company and
Apex Pharmacy & Home Care Center, LLC.
A UCC Search of the Debtor reveals that each of these parties filed
UCC-1 Financing Statements against the Debtor in 2014 and UCC-3
Continuation Statements in 2019.
On November 1, 2014, Dixwell purchased the pharmacy business from
Apex Pharmacy & Home Care Center, LLC and Annex Pharmacy Home Care
& Nutritional Center, LLC for the price of $5,245,641. Live Oak
provided the primary financing for the Debtor and holds a UCC lien,
asserting a security interest in the Debtor's personal property. It
is owed approximately $2,400,000 as of the petition date.
The value of the Debtor's tangible personal property has been
appraised at $33,755 with inventory in the approximate amount of
$23,565. The total of the Debtor's deposits as of the petition date
is approximately $113,000; its total collectable accounts
receivable as of the petition date is approximately $376,412. Under
Bankruptcy Code Sec. 506(a), Live Oak's secured claim is secured by
the cash collateral to the extent of the value of the cash
collateral, and Apex's claim is an unsecured claim, not secured by
the cash collateral or any other property of the Debtor.
The Debtor proposes to provide adequate protection to Live Oak and
Apex for its use of cash collateral by (1) making monthly payment
to M&T Bank in the amount of $10,570, and (2) granting a
replacement lien to Live Oak on all of the Debtors' present and
after acquired property, to the extent of any diminishment of the
value of the cash collateral after the petition date.
The replacement liens granted will be junior in priority only to
any fees payable to the clerk of the court or to the United States
Trustee pursuant to 28 U.S.C. Sec. 1930.
These events constitute an "Event of Default:"
1. The Debtor fails to honor any duty or obligation imposed
upon it by the cash collateral order, or has otherwise violated any
condition of its use of cash collateral,
2. The Debtor moves to dismiss or convert the case to one
under chapter 7, or
3. Entry of an order vacating the automatic stay as to the
collateral covered by the replacement lien(s).
A copy of the motion is available at https://bit.ly/3rqEA2c from
PacerMonitor.com.
About Dixwell Pharmacy, LLC
Dixwell Pharmacy, LLC operates a locally owned pharmacy and medical
supply store in Hamden, Connecticut.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 22-17834) on October 3,
2022.
Judge Vincent F. Papalia oversees the case.
Brian G. Hannon, Esq., at Norgaard, O'Boyle and Hannon, is the
Debtor's counsel.
DURAN TRANSFER: Taps Knox McLaughlin Gornall & Sennett as Counsel
-----------------------------------------------------------------
Duran Transfer, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to employ Knox McLaughlin
Gornall & Sennett, PC as its legal counsel.
The firm will render these services:
(a) advise regarding the Debtor's powers and duties under
Chapter 11, Subchapter V;
(b) prepare the Debtor's schedule of assets, schedule of
liabilities and statement of financial affairs;
(c) prepare and confirm a Chapter 11, Subchapter V plan of
reorganization and disclosure statement;
(d) perform other legal actions, as necessary, to avoid liens,
object to claims, enforce the automatic stay, recover preferences
and defend motions and/or complaints against the Debtor;
(e) prepare and file legal papers; and
(f) perform other 1ega1 services for the Debtor as may be
necessary and appropriate in connection with the case.
The firm received $26,528.50 from the Debtor for pre-bankruptcy
services.
Guy Fustine, Esq., a member of Knox McLaughlin Gornall & Sennett,
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:
Guy C. Fustine, Esq.
Knox McLaughlin Gornall & Sennett, PC
120 West Tenth Street
Erie, PA 16501-1461
Telephone: (814) 459-2800
Email: gfustine@kmgslaw.com
About Duran Transfer
Duran Transfer, Inc. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-10431) on
Sept. 23, 2022, with up to $1 million in both assets and
liabilities. William G. Krieger has been appointed as Subchapter V
trustee.
Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, PC
serves as the Debtor's counsel.
EAST END: Unsecureds Owed $30M to Get $200K in Plan
---------------------------------------------------
East End Bus Lines, Inc., et al., submitted an Amended Disclosure
Statement.
KTJ Bus Company, LLC will be acquiring 100% of the stock in the
Reorganized Debtors in exchange for financial accommodations. The
Debtors strongly urge their creditors to vote in favor of their
Plan as it will result in continuation of the Debtors' business,
will permit the Debtors' 476 employees to retain their positions,
and insure competition in the school bus transportation business.
The Debtors have entered into an agreement with KTJ Bus Company,
which has agreed to provide a capital infusion of $400,000 to the
Debtors in exchange for 100% percent of the stock of the
Reorganized Debtors. KTJ Bus Company, LLC is owned by Jennifer
Thomas.
Pursuant to the agreement between KTJ Bus Company, LLC and the
Debtors, John Mensch, who has been the chief executive officer of
the Debtors from inception, will continue in that position and
oversee the operation of the Debtors with a total compensation of
$350,000 per year, plus health insurance and related benefits.
The Debtors' largest creditors have consented to this arrangement,
which would ensure continued orderly operation of the Debtors'
business, especially considering the relationship that Mr. Mensch
has developed with the school districts, which will ensure
continued provision of the services to the school districts and not
require any modification in those operations. A change in ownership
and management requires school district approval and that approval
will be obtained.
Under the Plan, Class 10 Montauk Service, will consist of all
Allowed Unsecured Claims, including claims arising from the
rejection of executory contracts and unexpired leases. There are
13 claims asserted in the aggregate of $30,745,529 and will be paid
a pro rata share of the sum of $200,000 as follows: (a) $40,000 on
the Effective Date, $40,000 on or before January 15, 2023, $40,000
on or before January 15, 2024, $40,000 on or before January 15,
2025, and $40,000 on or before Jan. 15, 2026. Any payment to be
made pursuant to this section may be prepaid in whole or in part at
any time by the Reorganized Montauk Service in its sole discretion
without penalty. Class 10 is impaired.
Attorneys for the Debtors:
Marc A. Pergament, Esq.
WEINBERG, GROSS & PERGAMENT LLP
400 Garden City Plaza, Suite 309
Garden City, NY 11530
Tel: (516) 877-2424 ext. 226
A copy of the Amended Disclosure Statement dated September 23,
2022, is available at https://bit.ly/3C7G8nS from
PacerMonitor.com.
About East End Bus Lines
East End Bus Lines Inc. and its subsidiaries --
https://www.eastendbus.com/ -- offer bus transportation services
for students. East End Bus Lines and Montauk Student Transport are
dedicated to providing cost-effective solutions for transportation
requirements for private schools, public schools, charter trips,
and camping events. Founded in 2007, East End Bus Lines was later
joined by Montauk Student Transport under the guidance of John
Mensch.
East End Bus Lines and its subsidiaries, namely, Montauk Student
Transport LLC, and Montauk Transit Service LLC, filed voluntary
Chapter 11 petitions (Bankr. E.D. N.Y. Lead Case No. 18-76176) on
Sept. 13, 2018.
In the petitions signed by John Mensch, president, East End Bus
Lines and Montauk Student Transport estimated up to $50,000 in
assets and $10 million to $50 million in liabilities while Montauk
Transit Service estimated up to $50,000 in assets and $1 million to
$10 million in liabilities.
The Debtors tapped Weinberg, Gross & Pergament LLP as their legal
counsel, and Giambalvo, Stalzer & Company, CPA's, PC as their
accountant. The Debtors hired Littler Mendelson PC, as special
counsel to represent them in labor relations matters.
No official committee of unsecured creditors has been appointed.
ENDLESS POSSIBILITIES: Unsecureds Owed $1M to Get Excess Cash
-------------------------------------------------------------
Endless Possibilities, LLC, d/b/a Regymen Fitness submitted an
Amended Plan of Reorganization.
The Debtor must also show that it will have enough cash over the
life of the Plan to make the required plan payments. The Debtor's
financial projections, which are attached hereto as Exhibit B and
incorporated herein by reference, show that the Debtor will be able
to distribute projected disposable income (as defined by s 1191(d)
of the Bankruptcy Code) to the holders of allowed administrative,
priority tax, secured, and unsecured creditors, as set forth in
Article 3 and 4. The Debtor will make payments to holders of
priority tax claims and secured claims beginning on the 15th day of
the month following the Effective Date and payments will continue
on the 15th day of each month. Unsecured creditors holding allowed
unsecured claims (Class 8) shall receive their pro-rata share of
the Quarterly Unsecured Creditor Payment, which shall be made on a
quarterly basis over a period of 5 years or 20 quarters, commencing
3 days after the Effective Date. The Plan also provides for
projected disposable income to be distributed by the Debtor on a
quarterly basis. The Debtor anticipates that the Plan will be
confirmed in June of 2022. If the Plan is confirmed in June of
2022, the first Quarterly Unsecured Payment to unsecured creditors
will be made on July 15, 2022, and the final Quarterly Unsecured
Payment to unsecured creditors will be made on July 15, 2027. The
distributions under the Plan will be derived from (i) existing cash
on hand on the Effective Date, and (ii) revenues generated by
continued business operations.
This Plan of Reorganization under chapter 11 of the Bankruptcy Code
proposes to pay creditors of Endless Possibilities, LLC from its
net disposable income.
Under the Plan, Class 8 All Non- priority Unsecured Claims totaling
$1,269,493.85 shall receive their pro-rata share of the Excess Cash
Distribution.
Payments required under the Plan will be funded from (i) existing
cash on hand on the Effective Date, and (ii) revenues generated by
continued operations.
Attorneys for the Debtor:
Scott A. Stichter, Esq.
Edward J. Peterson, Esq.
STICHTER RIEDEL BLAIN & POSTLER, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Tel: (813) 229-0144
E-mail: sstichter@srbp.com
A copy of the Amended Plan of Reorganization dated September 23,
2022, is available at https://bit.ly/3dBP8Zf from
PacerMonitor.com.
About Endless Possibilities
Endless Possibilities, LLC, d/b/a Regymen Fitness, operates a
fitness studio with specialized instructors.
Endless Possibilities sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00259) on Jan.
21, 2022. In the petition signed by Gretchen Mitchell, managing
member, the Debtor disclosed up to $10 million in liabilities.
Judge Catherine Peek McEwen oversees the case.
Scott A. Stichter, Esq., at Stichter, Riedl, Blain and Poster, P.A.
is the Debtor's counsel.
FEI HUANG: May Use Cash Collateral Thru Nov 1
---------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Western Division, authorized Fei Huang, LLC to use cash collateral
on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to pay its operating
expenses.
The Debtor may use cash collateral until the earlier of (i)
November 1, 2022, and (ii) the occurrence of a Termination Event.
Prior to the Petition Date, the Debtor and Silver Hill Funding, LLC
entered into a Business Loan Agreement pursuant to which Silver
Hill agreed to extend a loan to the Debtor in the amount of
$1,350,000, evidenced by that certain Promissory Note, dated
February 26, 2020, executed and delivered by Debtor to Silver
Hill.
As security for repayment of the Note, the Debtor executed and
delivered to Silver Hill an Open-End Mortgage, dated February 26,
2020, recorded with the Lucas County Recorder's Office on February
28, 2020 as Instrument No. 20200228-0008652. The Mortgage granted
Silver Hill a mortgage security interest, in the real property
commonly known as 1100 North McCord Road, Toledo, Ohio 43615, PPN
6546277, as more fully described in the Mortgage.
As further security for the obligations owing pursuant to the Note,
the Debtor executed and delivered to Silver Hill an Assignment of
Rents, dated February 26, 2020, recorded with the Lucas County
Recorder's Office on February 28, 2020, as Instrument No.
20200228-000865. Pursuant to the Assignment, the Debtor assigned to
Silver Hill all of its title, right and interest to any and all
income or proceeds derived from the Mortgaged Property.
As evidenced by the allonge attached to the Note, the Corporate
Assignment of Mortgage, executed by Silver Hill in favor of
Community Loan Servicing, LLC, dated September 8, 2021 and recorded
with the Lucas County Recorder's Office on September 15, 2021 as
Instrument No. 20210915-0049003; and the Assignment of Assignment
of Rents, executed by Silver Hill in favor of Lender, dated
September 8, 2021 and recorded with the Lucas County Recorder's
Office on September 15, 2021 as Instrument No. 20210915-0049004,
the Loan Documents were assigned by Silver Hill to the Lender.
Prior to the Petition Date, the Debtor failed to make payments
pursuant to the terms of the Note, thereby defaulting on its
obligations pursuant to the Note and other Loan Documents.
As of the Petition Date, the Debtor was indebted and liable to the
Lender in the aggregate principal amount of $1,334,192, exclusive
of accrued and unpaid interest, escrows, reserves, fees, costs, and
expenses.
The Debtor acknowledges that the proceeds of the Mortgaged
Property, including the rents, are the cash collateral of the
Lender.
As adequate protection, the Lender is granted valid, binding,
continuing, enforceable, unavoidable and fully perfected,
postpetition Liens on all of the Debtor's rights in tangible and
intangible assets, in the same order and priority as existed as to
the cash collateral as of the Petition Date.
As additional adequate protection to the Lender, the Debtor will
make monthly adequate protection payments to the Lender in the
amount of $1,500 to be made on or before the 9th calendar day of
each calendar month. Each Adequate Protection Payment shall be
applied to the Obligations in accordance with the Loan Documents.
These events constitute an "Event of Default:"
a. The occurrence of the date that is three business days
after written notice by counsel to Lender to counsel for the Debtor
that the Debtor has failed to make any Adequate Protection Payment
required by the Interim Order when due and the outstanding payment
is not made within such three business days;
b. The occurrence of the date that is three business days
after written notice by counsel to Lender to counsel for the Debtor
that a Budget Variance Report shows a variance that is a Prohibited
Variance.
c. The occurrence of the date that is three business days
after written notice by counsel to Lender to counsel for the Debtor
that the Debtor failed to timely provide the Adequate Protection
Information, in a form reasonably acceptable to the Lender;
d. The Debtor's failure to file on or before October 28, 2022
(i) a motion seeking approval of a compromise among the Debtor
Webworld Entertainment, LLC, Nicholas Prodonovich, and Lender; (ii)
a motion to reject the Debtor's Assignment of Lease dated September
15, 2019, (iii) an adversary proceeding seeking to avoid the
Purported Assignment; and/or (iv) such other or further relief as
the Debtor deems appropriate in its business judgment and in form
and substance acceptable to Lender seeking to resolve the
outstanding issues relating to rent payments from Nicholas
Prodonovich and Webworld Entertainment, LLC;
e. The Debtor's failure to file an application or applications
seeking employment of a (i) reputable and experienced property
manager and (ii) broker for the sale of the Mortgaged Property,
reasonably acceptable to Lender, by October 7, 2022;
f. The Debtor's failure to obtain entry of a Final Order by
November 4, 2022; or
g. The Debtor's post-petition execution of a lease with a
tenant for the terms that are less than $13/square foot, triple net
terms, unless otherwise approved by prior written consent of the
Lender.
A final hearing on the matter is set for November 1 at 1:30 p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3SscwHD from PacerMonitor.com.
The budget provides for total expenses, on a monthly basis, as
follows:
$4,354 for October 2022; and
$3,904 for November 2022.
About Fei Huang LLC
Fei Huang, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-31129) on Aug. 2,
2022. In the petition filed by Mike Dong, manager, the Debtor
disclosed between $1 million and $10 million in both assets and
liabilities.
Judge John P. Gustafson oversees the case.
Matthew Thomas Gilmartin, Esq., at Mike Jaafar Law Firm, is the
Debtor's counsel.
FERRELLGAS PARTNERS: Reaps First Annual Profit in 7 Years
---------------------------------------------------------
Liberty, Kansas-based propane company Ferrellgas Partners, L.P.
reported net earnings of $148.86 million for its 2022 fiscal year,
which ended July 31. Ferrellgas lost $69.1 million in 2021.
For the fourth fiscal quarter ended July 31, 2022, the Company
reported a net loss of $19.8 million compared to a net loss of
$19.2 million in the prior year period.
Revenues increased $52.4 million or 16% for the fourth fiscal
quarter while fiscal 2022 revenues increased $360.2 million or
21%.
"Our success for the fourth fiscal quarter and fiscal 2022 is due
to our smart, engaged, and empowered employees executing all the
important roles necessary in a company like ours," James E.
Ferrell, Chief Executive Officer and President said.
"Our people have continued to invest in the development of
themselves, their teams, and in the vision of our company. Across
the country our hard working, dedicated employee-owners continue to
win. I could not be more proud."
Ferrellgas employs nearly 4,500 people.
The Kansas City Business Journal notes that Ferrellgas Partners
posted its first profitable fiscal year since 2015 after completing
a prepackaged Chapter 11 bankruptcy restructuring.
The Journal recounts that before completing the restructuring in
May 2021, Ferrellgas faced serious financial problems, mainly
stemming from the $837.5 million acquisition of Bridger Logistics
in 2015. Ferrellgas sold most of Bridger for $92 million in 2018.
The Bridger transactions left Ferrellgas with about $1.5 billion in
debt, and it started defaulting on loan covenants.
Under the prepackaged bankruptcy, Ferrellgas established a $350
million senior secured revolving credit facility, issued $1.475
billion in new senior unsecured notes due in 2026 and 2029, and
sold $700 million in senior preferred equity. The senior preferred
equity financing was led by funds managed by the Private Equity
Group and the Credit Group of Ares Management Corporation. The
proceeds of the transactions were used to satisfy all existing debt
obligations, allowing the company to emerge from Chapter 11
protection.
About Ferrellgas Partners
Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., and subsidiaries, serves propane customers in all
50 states, the District of Columbia, and Puerto Rico. Ferrellgas
employees indirectly own 22.8 million common units of the
partnership, through an employee stock ownership plan. On the Web:
http://www.ferrellgas.com/
Ferrellgas Partners LP and Ferrellgas Partners Finance filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 21-10021 and 21-10020) on Jan. 11,
2021. James E. Ferrell, chief executive officer and president,
signed the petitions.
Judge Mary F. Walrath oversaw the cases.
Squire Patton Boggs (US) LLP served as legal counsel to Ferrellgas
and Moelis & Company LLC served as financial advisor and placement
agent. Chipman, Brown, Cicero & Cole, LLP, was the local
bankruptcy counsel. Ryniker Consultants was the financial advisor.
Prime Clerk LLC was the claims, noticing & solicitation agent.
Davis Polk & Wardwell LLP served as legal counsel and Ducera
Partners LLC as financial advisor advised the ad hoc group of
holders of the Holdings Notes.
Sullivan & Cromwell LLP served as legal counsel to Ares.
* * *
Ferrellgas Partners, L.P. announced March 30, 2021, the successful
completion of its restructuring transactions that strengthen its
balance sheet while allowing it to continue as an employee-owned
enterprise.
FIRST GUARANTY: U.S. Trustee Questions Chapter 11 Disclosures
-------------------------------------------------------------
The U.S. Trustee's Office objected Sept. 26, 2022, to the Chapter
11 disclosure statement of First Guaranty Mortgage Corp., saying
the document lacks adequate information about the Debtor's assets
and its exposure to an employee layoff suit.
The U.S. Trustee said in its objection to conditional approval of
the Plan and Disclosures:
"The Combined Disclosure Statement and Chapter 11 Plan of First
Guaranty Mortgage Corporation and Debtor Affiliate (D.I. 405) does
not contain adequate information. It does not describe with
specificity what assets the Debtors have left to liquidate. It
does not tell general unsecured creditors what recovery percentage
they can expect to receive, and when they can expect to receive it.
It does not describe the WARN Act adversary proceeding that was
filed against the Debtors on the petition date, or the risks it
poses. The Debtors terminated about 471 of their 600 employees
shortly before the petitions initiating the above-captioned cases
were filed. If the termination-related claims of those former
employees are allowed under Section 507(a)(4)/(5), that could add
$7 million to the estimated $1.5 million in priority non-tax claims
in class 1."
"The WARN Act adversary proceeding may render the Combined Plan not
feasible under Section 1129(a)(11). Priority claims totaling $7
million would be massively consequential in cases that recently had
about $23.1 million cash on hand, and where the insider cash-flow
DIP lender is expected to receive a 10%-35% recovery. Put
differently, if the Combined Plan depends on the Debtors'
successful future defense of the WARN Act adversary proceeding,
then the Combined Plan is not feasible because its success is only
possible, not reasonably likely."
"Finally, the Combined Plan has non-consensual third-party
releases. Unimpaired creditors, creditors who abstain from voting,
and creditors who vote to reject but do not opt out of the
third-party releases would be deemed to give third-party releases.
Those releases are nonconsensual and should be denied. They should
be addressed now, because they may affect the forms of ballot."
About First Guaranty Mortgage
First Guaranty Mortgage Corporation -- https://fgmc.com -- was a
full service, non-bank mortgage lender, offering a full suite of
residential mortgage options tailored to borrowers' different
financial situations. It was one of the leading independent
mortgage companies in the United States that originated residential
mortgages through a national platform.
Just before the bankruptcy filing, as a result of an extreme and
unanticipated liquidity crisis and resultant inability to obtain
additional capital, FGMC ceased all of its mortgage loan
origination activity and separated nearly 80% of its workforce.
FGMC and an affiliate commenced Chapter 11 Cases to evaluate their
options, accommodate their customers, and maximize and preserve
value for all stakeholders.
First Guaranty Mortgage Corporation sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10584)
on June 30, 2022. Affiliate Maverick II Holdings, LLC also sought
bankruptcy protection (Bankr. D. Del. Case No. 22-10583). In the
petition signed by Aaron Samples, chief executive officer, FGMC
disclosed up to $1 billion in both assets and liabilities.
Judge Craig T. Goldblatt oversees the cases.
Dentons US LLP and Pachulski Stang Ziehl, and Jones LLP represent
the Debtors as counsel. FTI Consulting, Inc. and Strategic
Mortgage Finance Group, LLC serve as chief restructuring officer
(CRO) provider and investment banker, respectively. Kurtzman Carson
Consultants, LLC is the claims and notice agent.
LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by
lawyers at Greenberg Traurig, LLP. The Cash Flow DIP Lender is an
indirect subsidiary of a private investment managed by Pacific
Investment Management Company LLC. B2 FIE IV LLC, an affiliate of
the DIP Lender, owns 100% of the equity interests of FGMC.
Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser
while Barclays Capital Inc. serves as DIP MSFTA Counterparty. They
are represented by Hunton Andrews Kurth LLP and Potter Anderson &
Corroon LLP.
FRONT SIGHT: Committee Balks at Disclosures, Plan
-------------------------------------------------
The Official Committee of Unsecured Creditors filed an objection to
Front Sight Management LLC's motion for an order approving the
Disclosure Statement with Respect to the Debtor's Chapter 11 Plan.
The Committee points out that the Disclosure Statement describes a
plan sponsored by an affiliate of the DIP lender that provides for
the Debtor's owner, Dr. Ignatius Piazza, to retain potentially
significant value and, by virtue of the Reorganized Debtor's
retention of all insider claims, receive the functional equivalent
of a release. At the same time, all memberships will be cancelled
and unsecured creditors will receive only a fractional recovery on
their significant claims. The Committee is therefore concerned
about whether the proposed plan is confirmable under these
circumstances. At this stage, however, the Committee's primary
issues rest solely with the inadequacies of the Disclosure
Statement.
The Committee further points out that the Disclosure Statement
fails to provide any information supporting the legality of the
Debtor's retention of insider claims without fair compensation to
unsecured creditors, which the Debtor describes as an "important
component" of the PrairieFire consideration. This thinly veiled
release does not obviate the need for (i) the Plan to comport with
controlling Ninth Circuit precedent prohibiting third-party
releases; or (ii) the Disclosure Statement to include information
regarding the nature of the claims being "retained" and the outcome
of the investigation, if any, undertaken by the Debtor to determine
their value. As this Court is aware, LVDF has made several
allegations regarding potentially improper distributions and other
mismanagement by Piazza, which were at the center of the four-year
state court litigation that pushed the Debtor into bankruptcy in
the first place. The Committee is undertaking an investigation into
potential claims against Piazza and his affiliated insiders, which
it intends to discuss with the Debtor as part of a broader
conversation regarding its plan concerns.
According to the Committee, the impropriety of the insider release
is exacerbated by the fact that Piazza stands to retain substantial
value under the plan. To the extent unsecured creditors are
impaired and vote against the plan, Piazza's retention of value
violates the absolute priority rule. The Disclosure Statement must
provide an explanation of the basis for this disparate treatment.
The Committee asserts that the Disclosure Statement is similarly
deficient with respect to any meaningful information regarding the
anticipated financial condition of the Debtor upon emergence from
bankruptcy. Given the uncertainty regarding the go-forward
membership, it is unclear whether and to what extent the
Reorganized Debtor will be able to generate operating income from
new memberships. Further, there is no detail in the Disclosure
Statement regarding whether $500,000 is sufficient to fund
go-forward operations. Without a go-forward business plan,
including financial projections, unsecured creditors are being
asked to support future operations with no way to assess whether
the Reorganized Debtor will have sufficient liquidity to implement
a viable exit strategy.
The Committee points out that the Disclosure Statement also fails
to accurately provide creditors with information regarding what
they will get under the Plan. Although the Disclosure Statement
estimates a claims pool of $10 million to $30 million, it is
unclear how the Debtor arrived at this estimate given $1.25 billion
of claims, not including claims from membership terminations.
The Committee has concerns regarding whether the solicitation
proposed by the Debtor is adequate in this circumstance. While the
Committee recognizes the budgetary constraints in this case, the
last thing the Committee wants is for a solicitation issue to arise
when the Court is considering plan confirmation.
The Committee asserts that the Disclosure Statement should be
revised so that it adequately and properly discloses the requisite
information for unsecured creditors to assess the transactions
contemplated by the plan, the related risks, the treatment
creditors are being afforded and the Reorganized Debtor's go
forward operations.
Nevada Counsel to the Official Committee of Unsecured Creditors:
Candace C. Carlyon, Esq.
Dawn M. Cica, Esq.
Tracy M. O'steen, Esq.
CARLYON CICA CHTD.
265 E. Warm Springs Road, Suite 107
Las Vegas, NV 89119
Tel: (702) 685-4444
Fax: (725) 220-4360
E-mail: CCarlyon@CarlyonCica.com
DCica@CarlyonCica.com
TOSteen@CarlyonCica.com
Counsel to the Official Committee of Unsecured Creditors:
Robert L. Lehane, Esq.
Jason R. Adams, Esq.
Lauren S. Schlussel, Esq.
KELLEY DRYE & WARREN LLP
3 World Trade Center, 175 Greenwich Street
New York, NY 10007
Phone: (212) 808-7800
Fax: (212) 808-7897
E-mail: RLehane@kelleydrye.com
JAdams@kelleydrye.com
LSchlussel@kelleydrye.com
About Front Sight Management
Front Sight Management LLC specializes in providing courses in gun
training, self-defense martial arts training, and personal safety
-- with firearms or without.
Front Sight filed a voluntary petition for under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-11824) on May 24,
2022. In the petition signed by Ignatius Piazza, manager, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge August B. Landis oversees the case.
The Debtor tapped Steven T. Gubner, Esq., at BG Law LLP as
bankruptcy counsel; Greenberg Traurig, LLP as special counsel;
Province, LLC as financial advisor; and Lucas Horsfall as
accountant. Stretto, Inc. is the claims, noticing and solicitation
agent.
FS DIP, LLC, as DIP agent, is represented by Samuel A. Schwartz,
Esq., and Bryan A. Lindsey, Esq., at Schwartz Law, PLLC.
FRONT SIGHT: UST Questions Injunction, Releases in Plan
-------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 17, filed an
objection to Front Sight Management LLC's motion for an order
approving the First Amended Disclosure Statement with Respect to
the Debtor's Chapter 11 Plan.
The U.S. Trustee points out that the Debtor's Disclosure Statement
fails to contain adequate information and the Motion does not
provide creditors or parties in interest with adequate notice.
The U.S. Trustee further points out that the Disclosure Statement,
Plan, and Confirmation Hearing Notice sections that include a
discussion of Exculpations, Releases, Injunctions or Discharge of
conduct not otherwise enjoined under the Bankruptcy should be in
bold, italic or underlined text.
According to U.S. Trustee, in addition, the Disclosure Statement
should provide more information on what "injunctions" creditors are
consenting to by accepting plan distributions, whether 'accepting'
means voting for the Plan, and the Ballots should have two separate
check boxes for voting in favor of the Plan and for consenting to
"injunctions."
The U.S. Trustee asserts that the Disclosure Statement should
therefore also provide information as to whether non-consensual,
third party, non-debtor releases are permitted under Ninth Circuit
law.
The U.S. Trustee points out that the Disclosure Statement and Plan
should clearly describe whether fees assessed under 28 U.S.C. s
1930 require the filing of a proof of claim and are subject to the
allowance process.
To the extent that the Plan seeks to subject such fees to an
allowance procedure by grouping such fees into the definition of
"Administrative Claim" as set forth in the Plan, the U.S. Trustee
objects.
According to the U.S. Trustee, through the Notice/Bar Date Order,
membership holders who were not listed as creditors were told they
did not have to file proofs of claim. However, the Plan proposes to
terminate their memberships and discusses the process of filing
proofs of claim for termination damages after confirmation. The
Disclosure Statement should provide information on how membership
holders who may become creditors after their memberships are
terminated can seek permission to vote on the Plan, for example, by
requesting provisional ballots pursuant to Fed. R. Bankr. P.
3018(a), or otherwise how persons who may be owed money as a result
of the membership termination under the Plan can vote for or
against it.
The U.S. Trustee asserts that because MORs are an important source
of information in a Chapter 11 bankruptcy case, the Disclosure
Statement should refer creditors to those reports, and in addition,
the Debtor should file supporting bank account statement for all
MORs.
Moreover, the U.S. Trustee points out that the Disclosure
Statement, however, does not describe what investigation the Debtor
did with respect to those causes of action and provides no
information on the potential value of those causes of action.
The U.S. Trustee further points out that, in addition, the
Disclosure Statement does not describe what, if any, consideration
Dr. Piazza contributed as part of that integrated transaction.
The U.S. Trustee asserts that the Disclosure Statement should
provide more than five lines on the risks factors involved in the
Plan, including when the default deadline runs, either in November
29 or December 1, 2022, and what the ramifications are for failing
to secure a final confirmation order by that deadline.
The U.S. Trustee points out that the Disclosure Statement should
also fix the Liquidation Analysis Chart and make clear that
unscheduled claims where the creditor did not receive notice of
this case will not be discharged.
Attorneys for the U.S. Trustee for Region 17 Tracy Hope Davis:
Terri H. Didion, Assistant United States Trustee
Edward M. McDonald Jr., Trial Attorney
UNITED STATES DEPARTMENT OF JUSTICE
Office of the United States Trustee
300 Las Vegas Boulevard, So., Ste. 4300
Las Vegas, NV 89101
Cell: (202) 603-5222
Tel: (702) 388-6600, Ext. 234
Fax: (702) 388-6658
E-mail: edward.m.mcdonald@usdoj.gov
About Front Sight Management
Front Sight Management LLC specializes in providing courses in gun
training, self-defense martial arts training, and personal safety
-- with firearms or without.
Front Sight filed a voluntary petition for under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-11824) on May 24,
2022. In the petition signed by Ignatius Piazza, manager, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge August B. Landis oversees the case.
The Debtor tapped Steven T. Gubner, Esq., at BG Law LLP as
bankruptcy counsel; Greenberg Traurig, LLP as special counsel;
Province, LLC as financial advisor; and Lucas Horsfall as
accountant. Stretto, Inc. is the claims, noticing and solicitation
agent.
FS DIP, LLC, as DIP agent, is represented by Samuel A. Schwartz,
Esq., and Bryan A. Lindsey, Esq., at Schwartz Law, PLLC.
GARUDA HOTELS: Wins Interim Cash Collateral Access Thru Oct 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
authorized Garuda Hotels, Inc. and Welcome Motels II, Inc. to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance and provide adequate protection.
Absent further Court order or written consent of RSS Comm 201-LC15
Y GHI LLC, no payments of cash collateral will be made to insiders
or affiliates including a salary to Jay Bramhandkar, on and after
Augugst 1, 2022.
The Debtors acknowledge that RSS holds a duly perfected senior
security interest in all of their personal property, including the
proceeds thereof, by virtue of a Mortgage Note in the original
principal amount of $7,970,000, secured by, among other things,
liens on the Debtors' real and personal property pursuant to a Loan
Agreement, Mortgage and Assignment of Rents, each dated February
28, 2014 and UCC-1 Financing Statements filed in connection
therewith.
The Court said that, in addition to the existing rights and
interests of RSS and for the purpose of adequately protecting RSS
from diminution in value of the Collateral, RSS is granted
replacement liens in the cash collateral, to the extent the liens
were valid, perfected and enforceable as of the Petition Date and
in the continuing order of priority of the Pre-Petition Liens
without determination as to the nature, extent and validity of said
pre-petition liens and claims, and solely to the extent Collateral
Diminution occurs during the Bankruptcy Cases.
The replacement liens are subject to: (i) any United States Trustee
fees incurred by the Debtors pursuant to 28 U.S.C. Section 1930 and
interest thereon pursuant to 31 U.S.C. Section 3717; (ii) the
payment of any claim of any subsequently appointed Chapter 7
Trustee to the extent of $10,000; and (iii) estate causes of action
and the proceeds of any recoveries of estate causes of action under
Chapter 5 of the Bankruptcy Code. No portion of the cash collateral
may be used to challenge, attack or otherwise seek to avoid RSS's
liens under chapter 5 of the Bankruptcy Code or applicable
non-bankruptcy law.
As additional adequate protection, the Debtors will pay to RSS
monthly payments of interest-only, at the contract (non-default)
rate of interest (per diem of $1,056), as set forth in the RSS Loan
Documents.
To the extent the Replacement Liens fail to adequately protected
RSS for the diminution in the cash collateral, RSS reserves all
rights to request allowance of a superpriority administrative
expense claim to the extent provided in 11 U.S.C. section 07(b),
subject only to the Carve-Outs.
The Replacement Liens and security interests granted are
automatically deemed perfected upon entry of the Order without the
necessity of RSS having to take possession, file financing
statements, mortgages or other typical security documents.
The Debtors' authorization to use cash collateral will immediately
terminate without further Court Order on the earlier of: (a)
October 31, 2022, at 5 p.m. EST; (b) the entry of and order
granting any party relief from the automatic stay with respect to
any property of the Debtors in which RSS claims a lien or security
interest, whether pursuant to this Order or otherwise; (c) the
entry of an order dismissing the Bankruptcy Cases or converting the
proceedings to cases under Chapter 7 of the Bankruptcy Code; (d)
the entry of an order confirming a plan or plans of reorganization;
or (e) the entry of an order by which the Order is reversed,
revoked, stayed, rescinded, modified or amended without the consent
of RSS thereto.
A further hearing on the matter is scheduled for October 27 at
11:30 a.m.
A copy of the order is available at https://bit.ly/3Rto7oF from
PacerMonitor.com.
About Garuda Hotels, Inc.
Garuda Hotels, Inc. is the operator of a Country Inn and Suites
Hotel and owns the real property upon which the hotel is located,
110 Danby Road, Ithaca, NY.
Welcome Motels II, Inc. is the operator of an Econolodge Hotel and
owns the real property upon which the hotel is located, 2303
Triphammer Road, Ithaca, NY.
Garuda sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D.N.Y. Case No. 22-30296) on May 13, 2022. In the
petition signed by Jay Bramhandkar, president, the Debtor disclosed
up to $10 million in both assets and liabilities.
Judge Wendy A. Kinsella oversees the case.
Erica Aisner, Esq., at Kirby Aisner & Curley LLP is the Debtor's
counsel.
GWG HOLDINGS: Taps Financial Advisor for Independent Directors
--------------------------------------------------------------
GWG Holdings, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Province, LLC as
financial advisor for its independent directors.
The Debtor needs the assistance of a financial advisor to provide
independent financial analysis, pursuant to the terms of the
Engagement Letter, in furtherance of the duties of Jeffrey Stein
and Anthony Horton as their independent directors and members of
the Investigations Committee of the Board, and any other actions
deemed necessary for them to fulfill their fiduciary duties in this
Chapter 11 case.
The hourly rates of the firm's professionals are as follows:
Managing Directors and Principals $860 - $1,180
Vice Presidents, Directors, and Senior Directors $580 - $860
Analysts, Associates, and Senior Associates $300 - $580
Paraprofessionals $220 - $300
In addition, the firm will seek reimbursement for expenses
incurred.
Daniel Moses, principal at Province, 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:
Daniel Moses
Province, LLC
2360 Corporate Circle, Suite 340
Henderson, NV 89074
Telephone: (702) 685-5555
Email: dmoses@provincefirm.com
About GWG Holdings
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 disclosed between $1 billion and
$10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the cases.
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.
On June 20, 2022, the Debtors appointed Jeffrey S. Stein and
Anthony R. Horton as their independent directors. The Debtors
tapped Katten Muchin Rosenman, LLP as legal counsel and Province,
LLC as financial advisor for the independent directors.
HOLONG CS: Case Summary & One Unsecured Creditor
------------------------------------------------
Debtor: Holong CS, LLC
a/k/a Comfort Suites Bush Intercontinental Airport
15555 JFK Blvd
Houston, TX 77032
Business Description: The Debtor operates in the traveler
accommodation industry.
Chapter 11 Petition Date: October 3, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 22-32935
Judge: Hon. Christopher M. Lopez
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jack Kaphle as manager.
The Debtor listed Guaranty Bank & Trust, N.A. as its only unsecured
creditor holding a claim of $1.72 million.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/K655IBI/Holong_CS_LLC__txsbke-22-32935__0001.0.pdf?mcid=tGE4TAMA
IMPACT ENERGY: Taps Law Firm of John A. Vos as Bankruptcy Counsel
-----------------------------------------------------------------
Impact Energy Partners, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to employ the Law
Firm of John A. Vos as its bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor regarding matters of bankruptcy law;
(b) represent the Debtor in proceedings or hearing in the
bankruptcy court;
(c) assist the Debtor in the preparation and filing of legal
papers;
(d) advise the Debtor concerning the requirements of the
Bankruptcy Code and the operation of the Debtor's business affairs
as it may relate to bankruptcy;
(e) assist the Debtor in the negotiation, preparation,
confirmation, and implementation of a plan of reorganization; and
(f) perform all other legal services for the Debtor as may be
necessary.
John Vos, Esq., will be paid at his normal hourly rate of 575, plus
expenses.
Prior to the petition date, the Law Firm of John A. Vos received
$15,000 as a retainer from the Debtor.
Mr. Vos disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
John A. Vos, Esq.
Law Firm of John A. Vos
1430 Lincoln Avenue
San Rafael, CA 94901
Telephone: (415) 485-5330
About Impact Energy Partners
Impact Energy Partners, LLC, a company in Mill Valley, Calif.,
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-30476) on Sept. 13,
2022, with up to $50 million in both assets and liabilities.
David Schactschneider, authorized representative, signed the
petition.
The Law Firm of John A. Vos serves as the Debtor's counsel.
INNER CITY: Seeks to Tap The Pope Law Firm as Bankruptcy Counsel
----------------------------------------------------------------
Inner City Builders and Developers, LLC seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
The Pope Law Firm as its legal counsel.
The firm will render these services:
(a) advise the Debtor with respect to its duties in this
Chapter 11 case;
(b) prepare legal papers;
(c) represent the Debtor at the first meeting of creditors and
such other services as may be required during the course of the
bankruptcy proceedings;
(d) represent the Debtor in all proceedings before the court
and in any other judicial or administrative proceeding;
(e) prepare and file a Chapter 11 Plan of Reorganization; and
(f) assist the Debtor in any matters relating to or arising
out of the captioned case.
James Pope, Esq., an attorney at The Pope Law Firm, will be paid at
an hourly rate of $400, plus expenses.
The firm received a retainer of $15,000 from the Debtor.
Mr. Pope disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
James Q. Pope, Esq.
The Pope Law Firm
607 New Bridge Street
Jacksonville, NC 28540
Telephone: (910) 347-9340
Email: jamesp@thepopelawfirm.com
About Inner City Builders and Developers
Inner City Builders and Developers, LLC filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (S.D. Texas Case
No. 22-32616) on Sept. 5, 2022, with up to $1 million in both
assets and liabilities. Creg Thompson, managing member, signed the
petition.
Judge Christopher M. Lopez oversees the case.
James Q. Pope, Esq., at The Pope Law Firm serves as the Debtor's
counsel.
INTERSTATE UNDERGROUND: Class 14 Creditor Airs Disclosure Objection
-------------------------------------------------------------------
Class 14 Creditor, Richard H. Turner ("Turner") objects to the
Interstate Underground Warehouse and Industrial Park, Inc.'s Third
Amended Disclosure Statement.
Turner points out that because of the United States Trustee's
Objection to Krigel & Krigel, P.C.'s Interim Application for
Compensation, there are unresolved issues concerning the
administrative expenses to be paid following compensation. The
Debtor is entitled to competent representation and the Debtor's
counsel is entitled to payments for services rendered. However, the
United States Trustee has since raised questions, to be heard on
the date of confirmation, about the billing practices of debtor's
counsel as well as amounts paid by the Debtor to counsel during the
pendency of this case.
Turner further points out that there is No Discussion of Any
Recovery for Preferential and/or Fraudulent Conveyance Payments As
raised previously by Wayne Reeder in his Objection to the 2nd
Amended Disclosure Statement. There is also no mention of how
failing to seek recovery of such payments is in the best interest
of the estate and creditors. This would presumably include the
$8,000 per month reimbursed living expense (first disclosed in the
3rd Amended Disclosure Statement) for CEO Leslie Reeder, if any
amounts were paid pre-petition as well as compensation to any other
members of the Reeder family in the applicable time frames.
According to Turner, the Disclosure Statement (and Plan) do not
identify where funds will come from to pay the Class 14 Creditors
in full within 60 days of the Effective Date. Class 14 claims total
just over $380,000. The most recent Monthly Operating Report for
August 2022 reflects cash and bank accounts in excess, but does not
identify anticipated monthly operating expenses, any cash that must
be held on reserve, any payments due on United States Trustee or
other administrative costs, or other issues that might prevent
Class 14 creditors from being paid accordingly. Further details are
needed as to how these funds will be paid and what the source will
be if the Debtors' funds in the 60 days following the effective
date fall short of the amount needed.
Turner asserts that the Discussion of the Citizens potential
deficiency claim in Part IV is hearsay and has no support offered
for it. On Page 6 of the Disclosure Statement, the Debtor states
"Citizens' counsel has confirmed with Debtor's counsel that as long
as Debtor retains the cave property, Citizens will not assert a
deficiency claim as part of the unsecured non-priority class (Class
14). However, if the Debtor is forced to sell the cave property,
Citizens will assert a deficiency claim as part of the unsecured
non-priority class (Class 14), which will substantially increase
the total amount of claims in Class 14."
Based on Turner's years of service and familiarity with the
operations of Interstate, he has doubts about the cash flow
projections and liquidation analysis. He also remains concerned
about the consequences of environmental regulations with respect to
the freezer system. Based on these concerns and the issues set
forth above, there is inadequate information provided to creditors
and thus the Disclosure Statement should not be approved. In fact,
Turner moves this Court, should this Disclosure Statement be
denied, to deviate from local practice of preliminarily approving
Disclosure Statements and require any new Disclosure Statement to
be approved first before balloting could proceed on any future
amended plan.
Counsel for the Creditor Richard H. Turner:
Ryan A. Blay, Esq.
WM Law
15095 W. 116th St.
Olathe, KS 66062
Tel: (913) 422-0909
Fax: (913) 428-8549
E-mail: blay@wagonergroup.com
bankruptcy@wagonergroup.com
About Interstate Underground Warehouse
Interstate Underground Warehouse and Industrial Park, Inc., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Mo. Case No. 21 40834) on July 1, 2021. In the petition signed
by CEO Leslie Reeder, the Debtor disclosed up to $10 million in
assets and up to $50 million in liabilities.
Judge Dennis R. Dow is assigned to the case.
Pamela Putnam, Esq., at Armstrong Teasdale LLP, is the Debtor's
legal counsel.
ISCM HOLDINGS: Taps Stichter, Riedel, Blain & Postler as Counsel
----------------------------------------------------------------
ISCM Holdings, LLC and InPatient Care Management Company, LLC seek
approval from the U.S. Bankruptcy Court for the Middle District of
Florida to employ Stichter, Riedel, Blain & Postler, PA as their
counsel.
The firm will render these services:
(a) advise the Debtors regarding their powers and duties;
(b) prepare legal papers;
(c) appear before the bankruptcy court and the Office of the
United States Trustee to represent and protect the interests of the
Debtors;
(d) assist with and participate in negotiations with creditors
and other parties-in-interest in formulating a Chapter 11 plan,
drafting such a plan, and taking necessary legal steps to confirm
such a plan;
(e) represent the Debtors in all adversary proceedings,
contested matters, and matters involving administration of this
case; and
(f) perform all other legal services that may be necessary for
the proper preservation and administration of these Chapter 11
cases.
The Debtors agreed to compensate the firm on an hourly basis and
reimburse for its actual and necessary expenses.
The firm received a retainer of $55,000 from the Debtors.
Daniel Fogarty, Esq., an attorney at Stichter, Riedel, Blain &
Postler, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Daniel R. Fogarty, Esq.
Stichter Riedel Blain & Postler, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Telephone: (813) 229-0144
Email: dfogarty@srbp.com
About ISCM Holdings
ISCM Holdings, LLC's wholly owned subsidiary, InPatient Care
Management Company, LLC, is a physician management company that
provides management and administrative services including billing
and collection services, financial management services, contracting
services, and day-to-day business operating services for surgical
practices in the medical staffing industry. Management provides
these services to a number of physician practices in the medical
staffing industry, including The Surgicalist Group, PLLC and
others, in exchange for a management fee.
ISCM Holdings and InPatient sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 22-03601)
on Sept. 1, 2022. In the petition signed by Mit Desai, MD, chief
executive officer, ISCM Holdings disclosed up to $10 million in
both assets and liabilities.
Judge Roberta A. Colton oversees the cases.
Daniel R. Fogarty, Esq., at Stichter, Riedel, Blain & Postler, PA
is the Debtors' counsel.
JGR GROUP: Wins Cash Collateral Access Thru Nov 3
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized JGR Group, Inc. to use cash collateral on an interim
basis through November 3, 2022.
The Court said the Debtor may only make payments as set forth in
the Second Amended Budget and is not authorized to make any
additional payments without prior Court approval. The Interim Order
as modified will otherwise remain in full force and effect.
On August 13, 2022, the Debtor filed a Statement in Support of
Pending Cash Collateral Motion containing an updated 13 Week Budget
for August 8 to November 6. The updated budget provides for
separate payments to the Debtor's Vice President and the Debtor's
President in lieu of the $30,000 of RGS Payments provided for in
the Amended Budget.
On August 17, 2022, the Court entered a Fourth Amended Emergency
Order (I) Authorizing Debtors Use of Cash Collateral, (II)
Providing Adequate Protection Thereof And (III) Scheduling a Final
Hearing [ECF No. 87] adjourning the Final Hearing for August 30,
2022 at 10 a.m. and authorizing the Debtor to continue to use cash
collateral on an interim basis in accordance with the Emergency
Interim Order as modified therein through August 31, 2022.
The final hearing on the matter is adjourned to November 2 at 1
p.m. via Zoom.
A copy of the order is available at https://bit.ly/3e1uFwW from
PacerMonitor.com.
About JGR Group, Inc.
JGR Group, Inc. is a general contractor focused on residential
renovation. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10710) on June 3,
2022. In the petition signed by Gennadiy Sadykov, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
Leo Jacobs, Esq., at Jacobs PC is the Debtor's counsel.
JOGI PACK: Gets Approval to Hire E&S Bookkeeping as Accountant
--------------------------------------------------------------
Jogi Pack & Ship Services, LLC received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ E&S
Bookkeeping and Tax Services, LLC as its accountant.
The Debtor needs an accountant to provide tax advice and accounting
services, including the preparation of its 2021 tax return.
Sam Singh, owner of E&S Bookkeeping and Tax Services, will charge
$829 for his services.
Mr. Singh disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Sam Singh, CPA
E&S Bookkeeping and Tax Services, LLC
1193 Bedrock Dr.
Orange Park, FL 32065
Telephone: (904) 662-6040
About Jogi Pack & Ship Services
Jogi Pack & Ship Services, LLC, a limited liability company in
Florida, sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla.
Case No. 22-00809) on April 22, 2022, with up to $500,000 in both
assets and liabilities. Divyan N. Patel, managing member,
signed the petition.
Judge Jason A. Burgess oversees the case.
The Debtor tapped Bruner Wright PA as legal counsel and E&S
Bookkeeping and Tax Services, LLC as accountant.
KABBAGE INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Six affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Kabbage, Inc. (Lead Debtor) 22-10951
d/b/a KServicing
d/b/a KService Corp.
d/b/a KServicing, Inc.
Kabbage Platform (used solely in the state of New York)
730 Peachtree Street, Suite 470
Atlanta, Georgia 30308
Kabbage Canada Holdings, LLC 22-10952
Kabbage Asset Securitization LLC 22-10953
Kabbage Asset Funding 2017-A LLC 22-10954
Kabbage Asset Funding 2019-A LLC 22-10955
Kabbage Diameter, LLC 22-10956
Business Description: Kabbage, Inc. is an online loan servicer
founded in 2008.
Chapter 11 Petition Date: October 3, 2022
Court: United States Bankruptcy Court
District of Delaware
Judge:
Debtors'
General
Counsel: Ray C. Schrock, P.C.
Candace M. Arthur, Esq.
Natasha S. Hwangpo, Esq.
Chase A. Bentley, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
E-mail: ray.schrock@weil.com
candace.arthur@weil.com
natasha.hwangpo@weil.com
chase.bentley@weil.com
Debtors'
Local
Counsel: Daniel J. DeFranceschi, Esq.
Amanda R. Steele, Esq.
Zachary I. Shapiro, Esq.
Matthew P. Milana, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
E-mail: defranceschi@rlf.com
steele@rlf.com
shapiro@rlf.com
milana@rlf.com
Debtors'
Financial
Advisor: ALIXPARTNERS LLC
909, Third Avenue,
New York, NY 10022
Debtors'
Provider
of Fraud
Review
Services: KPMG INTERNATIONAL LIMITED
500 Grant St #2300
Pittsburgh, PA 15219
Government
Investigations
Counsel: JONES DAY, LLP
1221 Peachtree St NE
#400, Atlanta, GA 30361
Counsel for
the Board: GREENBERG TRAURIG
3333 Piedmont Road, NE,
Suite 2500, Atlanta, GA 30305
Debtors'
Claims,
Noticing &
Solicitation
Agent: OMNI AGENT SOLUTIONS
Estimated Assets
(on a consolidated basis): $500 million to $1 billion
Estimated Liabilities
(on a consolidated basis): $500 million to $1 billion
The petitions were signed by Laquisha Milner as chief executive
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/3ZA3X5A/Kabbage_Inc__debke-22-10951__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Cross River Bank Customer Undetermined
Attn.: Arlen Gelbard, Esq.,
General Counsel
400 Kelby Street
Fort Lee, New Jersey 07024
Tel: (201) 808‐7189
Email: agelbard@crossriverbank.com
2. Customers Bank Customer Undetermined
Attn.: Sam Sidhu
1015 Penn Avenue, Suite 103
Wyomissing, Pennsylvania 19610
Email: ssidhu@customersbank.com
Customers Bank
Attn.: Jennifer Petsu, Third Party Risk
Management
Attn.: Andrew Sachs, General Counsel
701 Reading Avenue
West Reading, Pennsylvania 19611
Attn.: Jennifer Petsu, Third Party Risk Management
Email: jpetsu@customersbank.com
Attn.: Andrew Sachs, General Counsel
Email: asachs@customersbank.com
3. Federal Reserve Bank Secured Undetermined
of San Francisco Lender
Attn.: Credit Risk Management
101 Market Street, MS 830
San Francisco, California 94105
Tel: (866) 974‐7475
Email: pplfcredit@sf.frb.org
Federal Reserve Bank of San Francisco
Attn.: Credit Risk Management
Attn.: Braden Parker
Attn.: Wallace Young
101 Market Street, MS 830
San Francisco, California 94105
Attn.: Braden Parker
Attn.: Wallace Young
Tel: (866) 974‐7475
Email: braden.parker@sf.frb.org
Email: wallace.young@sf.frb.org
Federal Reserve Bank of San Francisco
c/o Cleary Gottlieb
Counsel to Federal Reserve
Attn.: Lisa Schweitzer
One Liberty Plaza
New York, New York 10006
Tel: (212) 225‐2629
Email: lschweitzer@cgsh.com
4. U.S. Department of Justice ‐
Civil Division, Commercial Litigation
Branch, Fraud Section
Attn.: Sarah Loucks, Esq.
Attn.: Alastair M. Gesmundo
175 N Street NE, Room 10.1806
Washington, District of Columbia 20002
Attn.: Sarah Loucks
Email: sarah.e.loucks@usdoj.gov
Attn.: Alastair M. Gesmundo
Tel: (202) 305‐4659
Email: alastair.m.gesmundo@usdoj.gov
U.S. Attorney's Office for Litigation Undetermined
the District of Massachusetts
Attn.: Sarah Loucks, Esq.
Attn.: Brian LaMacchia, Assistant United
States Attorney
One Courthouse Way, Suite 9200
Boston, Massachusetts 02210
Attn.: Brian LaMacchia
Email: brian.lamacchia@usdoj.gov
Attn.: Betty Young, Esq.
Email: betty.young@usdoj.gov
U.S. Attorney's Office for the Eastern
District of Texas Civil Division
Attn.: Betty Young, Esq.
550 Fannin, Suite 1250
Beaumont, Texas 77701
5. Federal Trade Commission Litigation Undetermined
Attn.: Marguerite Moeller
Attn.: Alan Bakowski
600 Pennsylvania Avenue NW
Washington, District of Columbia 20580
Tel: (202) 326‐2905
Email: mmoeller@ftc.gov
Attn.: Alan Bakowski
Tel: (202) 326‐2222
Email: abakowski@ftc.gov
6. Small Business Bureau Litigation Undetermined
Attn.: Susan Streich
Attn.: Eric Benderson
409 3rd Street SW, Suite 7211
Washington, District of Columbia 20416
Tel: (202) 205‐6641
Email: susan.streich@sba.gov
Attn.: Eric Benderson
Email: eric.benderson@sba.gov
7. American Express Kabbage Inc. Trade $278,000
Attn.: Tara Rajani, Senior Manager
730 Peachtree St NE , #1100
Atlanta, Georgia 30308
Tel: (919) 971‐1122
Email: tara.e.rajani@aexp.co
8. Biz2X LLC Trade $211,000
Attn.: Shweta Mohan
One Penn Plaza, Suite 4530
New York, New York 1011
Tel: (212) 644‐4555
Email: shweta.mohan@biz2credit.com
9. Vital Outsourcing Trade $161,000
Services Inc.
Attn.: Ken Braddock
4775 Peachtree Industrial Blvd.,
Suite 310
Berkley Lake, Georgia 30092
Tel: (678) 381‐4285
Email: kbraddock@vitasolutions.net
10. Vaco LLC Trade $51,000
Attn.: Shannon Gwinner
115 Perimeter Center Place NE, Suite 950
Atlanta, Georgia 30346
Tel: (678) 643‐2427
Email: sgwinner@vaco.com
11. Transunion Risk and Trade $34,000
Alternative Data Solutions
Attn.: Steven Littman
4530 Conference Way South
Boca Raton, Florida 33431
Tel: (561) 208‐9038
Email: steven.littman@transunion.com
12. URS Technologies Solutions LLC Trade $32,000
Attn.: Mukesh Chamedia
1100 Green Street, Suite 203
Iselin, New Jersey 08830
Tel: (908) 241‐0582
Email: mukesh@blucognition.com
13. MorganFranklin Consulting, LLC Trade $31,000
Attn.: Timothy Keefe
7900 Tysons One Place, Suite 300
McLean, Virginia 22102
Tel: (202) 798‐5073
Email: tim.keefe@morganfranklin.com
14. KLDiscovery Ontrack, LLC Trade $27,000
Attn.: Dale Drury
8201 Greensboro Drive, Suite 300
McLean, Virginia 22102
Tel: (952) 937‐1107
Email: dale.drury@kldiscovery.com
15. Amazon Webservices Trade $24,000
Attn.: David A. Zapolsky,
General Counsel
410 Terry Avenue
North Seattle, Washington 98108
Tel: (206) 266‐1000
Email: davidz@amazon.com
Email: zapolsky@amazon.com
16. Google LLC Trade $18,000
Attn.: Kent Walker, Chief Legal Officer
Attn.: Cody Bowlay
1600 Amphitheatre Parkway
Mountain View, California 94043
Tel: (650) 253‐0000
17. Moore Colson Trade $15,000
Attn.: Sarah Parker
600 Galleria Parkway SE, Suite 600
Atlanta, Georgia 30339
Tel: (770) 989‐0028
Email: sparker@moorecolson.com
18. Major, Lindsey & Africa / Trade $15,000
Allegis Group Holdings Inc.
Attn.: Michael A. Albino, Practice Lead
7301 Parkway Drive
Hanover, Maryland 21076
Tel: (404) 875‐1154
Email: malbino@mlaglobal.com
19. RSM US LLP Trade $13,000
Attn.: Ben Brockman
30 South Wacker Drive, Suite 3300
Chicago, Illinois 60606
Tel: (312) 634‐4452
Email: ben.brockman@rsmus.com
20. Goodwin Procter LLP Professional $10,000
Attn.: Dondi Dancy Services
601 Marshall Street
Redwood City, California 94063
Tel: (650) 752‐3100
Email: ddancy@goodwinlaw.com
21. Libra Risk Management Trade $7,000
Attn.: Ian Cox
12 Howard Avenue
Foxborough, Massachusetts 02035
Tel: (781) 975‐8424
Email: icox@kservicecorp.com
22. Slack Technologies, LLC Trade $5,000
Attn.: David Schellhase, General Counsel
500 Howard Street
San Francisco, California 94105
Tel: (415) 579‐9122
23. Option 1 Partners LLC Trade $4,000
Attn.: Jackie Flake
5815 Windward Parkway, Suite 302
Alpharetta, Georgia 30005
Tel: (678) 870‐4343
Email: jackie@option1partners.com
24. Thomas E. Austin Jr., LLC Professional $3,000
Attn.: Thomas E. Austin Jr Services
2625 Piedmont Road NE, Suite 56‐330
Atlanta, Georgia 30324
Tel: (404) 814‐3755
Email: taustin@taustinlaw.com
25. Box, Inc. Trade $3,000
Attn.: David Leeb, Chief Legal Officer
Attn.: Jason Silapachai
900 Jefferson Avenue
Redwood City, California 94063
Tel: (877) 729‐4269
Attn.: Jason Silapachai
Tel: (650) 729‐4269
Email: jsilapachai@box.com
26. TKCG, Inc. Trade $2,000
Attn.: Lisa Williams, Executive Vice
President
981 Joseph Lowery Boulevard NW
Suite 100
Atlanta, Georgia 30318
Tel: (404) 488‐7400
Email: williams@trevelinokeller.com
27. Corporation Service Company Professional $1,480
Attn.: Kevin Hunter Services
Attn.: Jessica Mullenix Woodward
251 Little Falls Drive
Wilmington, Delaware 19808
Attn.: Kevin Hunter
Phone: (800) 927‐9801
Email: accountspecialist@cscglobal.com
Attn.: Jessica Mullenix Woodward
Phone: (800) 927‐9801 Ext. 62993
Email: jessica.woodward@cscgfm.com
28. Microsoft Trade $1,000
Attn.: Hossein Nowbar, General Counsel
One Microsoft Way
Redmond, Washington 98052
Tel: (425) 882-8080
29. Lanier Parking Solutions I, LLC Trade $1,000
d/b/a Reef Parking
Attn.: Elliot Roby
730 Peachtree Street, Mailbox #35
Atlanta, Georgia 30308
Attn.: Elliot Roby
Tel: (404) 888‐0170
Email: elliott.roby@reefparking.com
30. Jason Carr, Vicki Litigation Undetermined
LeMaster, Edward Ford
Services LLC, Carlton Morgan ̧ 365 Sun LLC
and Candice Worthy, individually and as
putative plaintiffs on behalf of the
proposed class
Attn.: MaryBeth V. Gibson, Esq.
Phone: (404) 978‐6971
Email: mgibson@thefinleyfirm.com
Attn.: Justin E. Proper, Esq.
Phone: (215) 864‐7000
Email: properj@whiteandwilliams.com
c/o The Finley Firm, P.C.
Attn.: MaryBeth V. Gibson, Esq.
Piedmont Center
3525 Piedmont Road
Building 14, Suite 230
Atlanta, Georgia 30305
Attn.: Justin E. Proper, Esq.
Phone: (215) 864‐7000
Email: properj@whiteandwilliams.com
c/o White & Williams, LLP
Attn.: Shane R .Heskins, Esq.
Attn.: Justin E. Proper, Esq.
1650 Market Street
One Liberty Place, Suite 1800
Philadelphia, Pennsylvania 19103
Attn.: Shane R. Heskins, Esq.
Phone: (215) 864‐6329
Email: heskins@whiteandwilliams.com
KEYWAY APARTMENT: Wins Cash Collateral Access Thru Nov 4
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, authorized Keyway Apartment Rentals, LLC to use cash
collateral on an interim basis through November 4, 2022.
The Debtor is permitted to use cash collateral to fund the expenses
provided on the budget that are necessary to operate and maintain
the Debtor's real property located at 122, 113 Kinship Road, and
123-133 Willow Spring Road, Dundalk, Maryland 21222.
The Debtor will make monthly payments to the Lender in amount equal
to the nondefault contract rate of interest under the Promissory
Note dated as of April 30, 2018, in the original principal amount
of $4,100,000, executed by the Debtor and now held by the Lender
pursuant to a series of allonges, such monthly payments calculated
by the Lender to be in the amount of $17,957 and to be paid by the
11th of each month.
The Debtor and Wilmington Trust, N.A. -- as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust
20I8-C45, Commercial Mortgage Pass-Through Certificates, Series
20I8-C45 -- stipulated as follows:
a. The Note is secured by a Purchase Money Deed of Trust and
Security Agreement dated as of April 30, 2018 recorded in the Land
Records for Baltimore County at Book 40215, Page 391;
b. The Deed of Trust constitutes a valid, perfected and
continuing first priority lien on and security interest in the
Debtor's Property;
c. The rents generated by the Property constitute the Lender's
"Cash Collateral" as defined in 11 U.S.C. section 363;
d. The Debtor is in default under the terms of the Note and
Deed of Trust; and
e. The Debtor maintains a dispute as to the amount of the
Lender's claim and reserves all of its rights to such dispute.
A final hearing on the matter is scheduled for November 2 at 10
a.m.
A copy of the order is available at https://bit.ly/3REtjpv from
PacerMonitor.com.
About Keyway Apartment Rentals, LLC
Keyway Apartment Rentals, LLC is a Maryland limited liability
company that owns a 63-unit residential apartment complex situated
upon three parcels of real property known as 113 Kinship Road, 122
Kinship Road, and 123 Willow Spring Road in Dundalk, Baltimore
County, Maryland.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 22-13389) on June 21, 2022.
In the petition signed by George Divel, III, as managing member,
the Debtor disclosed $6,653,350 in assets and $4,252,151 in
liabilities.
Judge Michelle M. Harner oversees the case.
Joseph M. Selba, Esq., at Tydings and Rosenberg LLP oversees the
case.
LHOTSE CIS: Case Summary & One Unsecured Creditor
-------------------------------------------------
Debtor: Lhotse CIS, LLC
d/b/a Country Inn & Suites by Radisson
15555 John F Kennedy Blvd #B
Houston, TX 77032
Business Description: The Debtor is part of the traveler
accommodation industry.
Chapter 11 Petition Date: October 3, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 22-32937
Judge: Hon. Christopher M. Lopez
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jack Kaphle as manager.
The Debtor listed Guaranty Bank & Trust, N.A. as its only unsecured
creditor holding a claim of $1.86 million.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/FMW2FCI/Lhotse_CIS_LLC__txsbke-22-32937__0001.0.pdf?mcid=tGE4TAMA
MEDICAL DEPOT: Moody's Lower CFR to Caa2, Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded Medical Depot Holdings, Inc.'s
(d/b/a Drive DeVilbiss Healthcare "Drive" or "Medical Depot")
Corporate Family Rating to Caa2 from Caa1 and Probability of
Default Rating to Caa2-PD from Caa1-PD. Moody's also downgraded the
company's first lien credit facilities due in 2025 to Caa2 from
Caa1 and downgraded the $4 million second lien term loan rating to
Ca from Caa3. Moody's assigned a B2 rating to the new $55 million
super senior secured term loan. The outlook is stable.
The rating action follows the addition of Drive's new $55 million
super senior debt, which will be used to provide liquidity. The
cash supplement should help manage the expected volatility in
working capital during the second half of 2022. Governance risk is
a factor in this rating action. While the transaction provided
liquidity, it also added debt causing leverage and interest expense
to increase.
The downgrade of Drive's ratings reflects Moody's view that the
company will face ongoing volatility in working capital as it
remains under pressure from supply chain issues and inventory
availability. Drive continues to see margin compression due in part
to some product mix shift coming out of Covid coupled with
inflation. As a result, Moody's forecasts Drive will burn cash in
2022 and liquidity remains a concern despite the cash infusion
provided from the new term loan.
In the stable outlook, Moody's expects that with the additional
liquidity, the new term loan provides, the company will be able to
execute on its operating improvement plans and overcome some of the
supply chain shortfalls.
The following rating actions were taken:
Downgrades:
Issuer: Medical Depot Holdings, Inc.
Corporate Family Rating, Downgraded to Caa2 from Caa1
Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD
Senior Secured 1st Lien Termed Out Revolver, Downgraded to Caa2
(LGD4) from Caa1 (LGD3)
Senior Secured 1st Lien Floating Rate Term Loan, Downgraded to
Caa2 (LGD4) from Caa1 (LGD3)
Senior Secured 1st Lien Fixed Rate Term Loan, Downgraded to Caa2
(LGD4) from Caa1 (LGD3)
Senior Secured 2nd Lien Term Loan, Downgraded to Ca (LGD6) from
Caa3 (LGD6)
Assignments:
Issuer: Medical Depot Holdings, Inc.
Senior Secured 1st Lien Super Priority Term Loan, Assigned B2
(LGD2)
Outlook Actions:
Issuer: Medical Depot Holdings, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Drive's Caa2 rating reflects its very high leverage with
debt/EBITDA around 10 times as of June 30, 2022. Supply chain costs
will pressure margins at least over the course of 2022, coupled
with inflation and a mix shift away from some of the higher margin
products. The company will face some headwinds to deleveraging, due
to rising interest rates and that a meaningful portion of its
interest costs are paid in kind.
Drive benefits from its credible market position in the durable
medical equipment industry with approximately $1 billion of
revenue. It is also well diversified by distribution channel and
geography. Further, Moody's anticipates that there is still very
strong demand for Drive's products despite the mix shift in
products.
Moody's expects the company will maintain weak liquidity over the
next 12-18 months. While liquidity is supported by about $100
million of cash pro forma for the transaction, there is no external
revolving credit facility available. Moody's expects Drive will
have negative free cash flow in 2022. There will likely be some
quarter-to-quarter volatility due to swings in working capital,
which will depend on the ongoing supply chain pressures.
The company has (unrated) receivable securitization facilities
which provide for up to $100 million of advances in the United
States and up to GBP20 million in the United Kingdom. The US
facility expires in May 2025 and the UK facility expires in
November 2023 and will be current in late 2022. Moody's expects
that these facilities will be substantially utilized. In view of
the quality of underlying collateral Moody's expect the company
will be able to renew these facilities under reasonable terms.
The B2 on the super senior term loan reflects its priority position
in the capital structure. The Caa2 ratings on the first lien senior
secured credit facilities is the same as the Caa2 Corporate Family
Rating as they represent the preponderance of debt in the company's
capital structure. The obligations under the first lien facilities
are secured by a first priority security interest in substantially
all assets of the borrower, Medical Depot Holdings, Inc. and each
subsidiary guarantor. The Ca rating on the company's $4 million
second lien term loan reflects its junior position relative to the
significant amount of first lien debt in the company's capital
structure.
ESG considerations are material to Drive's credit rating. Drive's
ESG credit impact score is very highly negative (CIS 5). The score
reflects very highly negative governance risk considerations (G-5)
which considers the company's aggressive financial policies and
history of transactions that Moody's deemed to be distressed
exchanges. As a manufacturer and distributor of mobility and
respiratory products, the company has a moderately negative
exposure to social risk and in particular responsible production
associated with regulatory oversight of its products. Medical Depot
has experienced ongoing supply chain challenges, notably higher
freight and raw material costs that have negatively impacted the
company's operations, captured in the risks associated with
demographic and societal trends.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if the company's operating performance
improves evidenced by EBITDA margin expansion. Improvement in
liquidity and a reduced likelihood of default could support an
upgrade.
Ratings could be downgraded if liquidity further erodes, operating
performance deteriorates or the probability of default, including
by way of a transaction that Moody's would deem a distressed
exchange, were to rise.
The principal methodology used in these ratings was Medical
Products and Devices published in October 2021.
Based in Port Washington, New York, Medical Depot (d/b/a Drive
DeVilbiss Healthcare) is a global manufacturer of durable and home
medical equipment. The company manufactures and distributes
mobility products (wheelchairs, canes, walkers and rollators),
respiratory products (oxygen concentrators and nebulizers),
specialty beds, bath and personal care products, and sleep apnea
devices and other products. The company's products are principally
sold to patients through homecare dealers, wholesalers, retailers,
home shopping related businesses and e-commerce companies. Medical
Depot is owned by private-equity firm Clayton, Dubilier & Rice
("CD&R"). Revenues are approximately $1 billion as of June 30,
2022.
METROHAVANA TOWN: Claims to Be Paid From Sale/Refinancing
---------------------------------------------------------
Metrohavana Town Homes, LLC, submitted a Plan and a Disclosure
Statement.
On August 26, 2022, a Judicial Settlement Conference facilitated by
the Honorable Paul G. Hyman, Jr. was conducted, with both Debtor,
NOVIC, LLC, and their respective counsel in attendance. An
agreement was reached. At the moment, the Settlement Agreement is
being edited and finalized by both parties. A Motion for Entry of
Order Pursuant to Rule 9019(a) to Settle Controversy with Creditor
NOVIC, LLC will be filed forthwith, as the global settlement
reached affects the Debtor. As this instant case has not been
formally joined with related case In re Grovehaus, 22-10036- LMI, a
9019 Motion will be filed in each case to assure proper approval by
the Court.
Under the Plan, Class 1 Secured Claim of 850 Southwest 14th Avenue
– 10215686, LLC totaling $1,970,058 will be paid in full through
the proceeds of the sale of the MetroHavana property, or from the
refinance of the MetroHavana property. Adequate Protection has been
paid to Creditor since March 2022 in the amount of $6,460.42 per
month at post-judgment rate of interest (4.25%).
Class 1 Secured Claim of NOVIC, LLC totaling $1,541,096 will be
paid in accordance with the agreement reached at the 8/26/2022
Judicial Settlement Conference attended by the Debtor and NOVIC,
LLC in related case In re Grovehaus, LLC (22-10036 LMI). A motion
in compliance with Rule 9019 of the Federal Rules of Bankruptcy
Procedure will be filed in the instant case and also in related
case so the Court may review the terms of agreement between the
parties. For a detailed account of the loan timeline and the loan's
cross-collateralization of NOVIC LLC's secured claim using Debtor's
MetroHavana Property and two additional properties (details which
contribute to the Claim's impaired status and proposed release
price), see Disclosure Statement. Adequate Protection has been paid
by Debtor to Creditor NOVIC, LLC since March 2022 in the amount of
$2,000.00/month. The secured claim of NOVIC, LLC, in the amount of
$1,541,095.89 shall be paid in accordance with the agreement
reached at the 8/26/2022 Judicial Settlement Conference attended by
the Debtor and NOVIC, LLC in related case In re Grovehaus, LLC
(22-10036 LMI). A motion in compliance with Rule 9019 of the
Federal Rules of Bankruptcy Procedure will be filed in the instant
case and also in related case so the Court may review the terms of
agreement between the parties. For a detailed account of the loan
timeline and the loan's cross-collateralization of NOVIC LLC's
secured claim using Debtor's MetroHavana Property and two
additional properties (details which contribute to the Claim's
impaired status and proposed release price), see Disclosure
Statement. Adequate Protection has been paid by Debtor to Creditor
NOVIC, LLC since March 2022 in the amount of $2,000.00/month.
The Class 1 Claimant is impaired and is entitled to vote on the
Plan.
The Plan does not provide for a class fo general unsecured claims.
The means necessary for the execution of this Plan is the payment
in full of all allowed claims. The sources of the funding for the
payment of all allowed claims shall be from the Debtor's sale of
the MetroHavana property or refinance of the MetroHavana property.
The Debtor, as reorganized, will retain and will be re-vested in
all property of the Estate, excepting property which is to be sold
or otherwise disposed of as provided herein and/or property
transferred to Creditors of the Debtor pursuant to the expressed
terms hereof. In the event that the MetroHavana property is
retained by the Debtor, it shall be used by the Debtor in the
ordinary course of business affairs.
Counsel for the Debtor:
Christina Vilaboa-Abel, Esq.
Vanessa Angulo, Esq.
CAVA LAW, LLC
1390 South Dixie Highway, Suite 1107
Coral Gables, FL 33146
Telephone: (786) 675-6830
A copy of the Disclosure Statement dated September 23, 2022, is
available at https://bit.ly/3r6iJNj from PacerMonitor.com.
About MetroHavana Town Homes
MetroHavana Town Homes, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-11349) on
February 18, 2022. In the petition signed by Kelly Beam, owner, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
Christina Vilaboa-Abel, Esq., at Cava Law, LLC, is the Debtor's
counsel.
MONTROSE MULTIFAMILY MEMBERS II: Voluntary Chapter 11 Case Summary
------------------------------------------------------------------
Debtor: Montrose Multifamily Members II, LLC
4203 Montrose Blvd
Houston, TX 77006
Chapter 11 Petition Date: October 4, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 22-90324
Judge: Hon. David R. Jones
Debtor's Counsel: Susan Tran Adams, Esq.
TRAN SINGH, LLP
2502 La Branch St.
Houston, TX 77004
Tel: (832) 975-7300
Email: stran@ts-llp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christopher Bran as manager for Bran
Enterprises, LLC, Managing Partner of Debtor.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZWZSKBQ/Montrose_Multifamily_Members_II__txsbke-22-90324__0001.0.pdf?mcid=tGE4TAMA
MONTROSE MULTIFAMILY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Montrose Multifamily Members, LLC
4203 Montrose Blvd
Houston, TX 77006
Chapter 11 Petition Date: October 4, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 22-90323
Judge: Hon. David R. Jones
Debtor's Counsel: Susan Tran Adams, Esq.
TRAN SINGH, LLP
2502 La Branch St.
Houston, TX 77004
Tel: (832) 975-7300
Email: stran@ts-llp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christopher Bran as manager of Bran
Enterprises II, LLC, Managing Partner of the Debtor.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QT4G6YQ/Montrose_Multifamily_Members_LLC__txsbke-22-90323__0001.0.pdf?mcid=tGE4TAMA
MORRIS RAIL: Case Summary & One Unsecured Creditor
--------------------------------------------------
Debtor: Morris Rail Real Estate, LLC
11125 Lawnhaven
Dallas, TX 75230
Business Description: Morris Rail is a Single Asset Real Estate
as defined in 11 U.S.C. Section 101(51B).
The Debtor owns a property located at 5142
Vanderbilt, Dallas valued at $1.2 million.
Chapter 11 Petition Date: October 3, 2022
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 22-31841
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road
Suite 850
Dallas, TX 75251
Tel: 972-991-5591
Fax: 972-991-5788
Email: eric@ealpc.com
Total Assets: $1,200,000
Total Liabilities: $950,000
The petition was signed by Sameer Mohan as managing member.
The Debtor listed Dallas County located at P.O. Box 139066
Dallas, TX 75313 as its only unsecured creditors holding a claim of
$0.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KBMVQNI/Morris_Rails_Real_Estate_LLC__txnbke-22-31841__0001.0.pdf?mcid=tGE4TAMA
NATIONAL CINEMEDIA: Lenders Hire Banker Amid Murky Outlook
----------------------------------------------------------
Rachel Butt of Bloomberg Law reports that a group of National
CineMedia Inc.'s creditors have hired Centerview Partners to
explore options as some debt maturities are fast approaching and
the outlook for theaters remains cloudy, according to people with
knowledge of the situation.
Gibson Dunn & Crutcher has been providing legal advice to the group
of lenders which mainly consists of term loan holders and also
includes some secured bondholders, said the people, who asked not
to be identified because the matter is private.
Representatives at National CineMedia and Centerview declined to
comment. Gibson Dunn didn't respond to request for comment.
About National CineMedia, Inc.
National CineMedia (NCM) is a cinema advertising network in the
U.S., the Company unites brands with the power of movies and engage
movie fans anytime and anywhere. NCM's Noovie pre-show is
presented exclusively in 50 leading national and regional theater
circuits including AMC Entertainment Inc. (NYSE:AMC), Cinemark
Holdings, Inc. (NYSE:CNK) and Regal Entertainment Group (a
subsidiary of Cineworld Group PLC, LON: CINE). NCM's cinema
advertising network offers broad reach and audience engagement with
over 20,700 screens in over 1,600 theaters in 195 Designated Market
Areas (all of the top 50). NCM Digital and Digital-Out-Of-Home
(DOOH) go beyond the big screen, extending in-theater campaigns
into online, mobile, and place-based marketing programs to reach
entertainment audiences. National CineMedia, Inc. (NASDAQ:NCMI)
owns a 48.3% interest in, and is the managing member of, National
CineMedia, LLC. On the Web: HTTP://www.ncm.com/ and
HTTP://www.noovie.com/
National Cinemedia reported a net loss attributable to the company
of $48.7 million in 2021, compared to a net loss attributable to
the company of $65.4 million for the year before. For the six
months ended June 30, 2022, the Company reported a net loss
attributable to the company of $25.9 million on $103 million of
revenue compared to a net loss attributable to the company of $42.1
million on $19.4 million of revenue for the six months ended
July 1, 2021.
As of June 30, 2022, the Company had $789.9 million in total
assets, $1.22 billion in total liabilities, and a total deficit of
$431.3 million.
* * *
In July 2022, S&P Global Ratings affirmed all its ratings on
National CineMedia Inc. (NCM), including the 'B-' issuer credit
rating, and revised
its outlook to negative from stable.
The negative outlook reflects the risk that the expected recovery
in theater attendance and in-theater advertising could be slower
than expected, leading to revenues remaining below 65% of 2019
levels, elevated leverage, and negative free operating cash flows
(FOCF). It also reflects the risk that the company cannot amend
and extend its revolving credit facilities well ahead of when they
become due in June 2023.
S&P said, "We expect the domestic box office to recover
substantially through 2023, but attendance trends lag our prior
expectations. We recently revised our domestic box office
expectations to reflect year-to-date performance and the favorable
film slate over the next 12 months. While lower than our previous
expectations, we believe the 2022 domestic box office could reach
$7.5 billion-$8 billion and rise above $9 billion in 2023. This
solid recovery is helped by our expectations for elevated average
ticket prices over the next two years. However, attendance will be
a laggard in this recovery, with 2022 attendance over 65% of 2019
levels and approaching 80% in 2023, lower than the recovery of the
overall box office. As an in-theater advertiser that charges
clients based on cost per thousand impressions, NCM's revenues will
likewise lag the recovery of the overall box office."
NATIONAL CINEMEDIA: S&P Lowers ICR to 'CCC' on Refinancing Risk
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating to 'CCC' from
'B-' on National Cinemedia Inc. to reflect the increased risk of a
default event due to upcoming debt maturities and expected covenant
breaches over the next 12 months.
S&P lowered its issue-level ratings on the secured debt to 'CCC'
from 'B-' and the unsecured debt to 'CC' from 'CCC'.
The negative outlook reflects the risk that despite its
expectations for a modest recovery in in-theater advertising
revenues and profitability, the company faces an increased risk of
a payment default, restructuring, or distressed exchange if it
cannot amend its covenants and extend its revolving debt maturities
at par before they become due in June 2023.
A payment default or subpar debt restructuring is looking
increasingly likely for National Cinemedia Inc. based on mid-2023
maturities, difficult debt capital market conditions, and S&P's
view that a recession is inevitable next year. The company's $175
million and $50 million capacity revolvers are both due in June
2023. NCM cannot service these fully drawn facilities with its cash
balances and will need to pursue an extension to avoid a liquidity
shortfall. Further, NCM is subject to a net total leverage and net
senior secured leverage covenant. The net senior secured leverage
covenant is in effect if the revolvers have an outstanding balance.
The leverage covenant test has been amended and has been waived
until the first quarter of 2023. The net total leverage covenant is
tested at 9.25x in March 2023 and steps down throughout the year to
6.25x in December 2023. The net senior secured leverage covenant is
tested at 7.25x in March 2023 and steps down throughout the year to
4.5x in December 2023. NCM must maintain a minimum of $55 million
in liquidity through the end of 2023. S&P doesn't believe the
company can comply with its leverage covenants over the next 12
months.
The company successfully worked with its lenders during the
pandemic to amend its credit facilities and raise incremental debt.
However, S&P believes that current challenges including the
potential for reduced demand for in-theater advertising in a
recession, inhospitable debt capital markets, and uncertainty
surrounding the bankruptcy proceedings of Cineworld (one of NCM's
partners and owners) have increased the risk that the company may
not be able to resolve its upcoming debt maturities and covenant
issues without some type of restructuring, including a distressed
exchange. If the company is not able extend its debt maturities it
faces a traditional payment default in June 2023. If it can't amend
its covenants, it may be subject to an event of default under its
credit agreements once it breaches its covenant tests by the first
half of 2023.
S&P Global expects a U.S. recession next year, which is likely to
limit growth in spending for in-theater advertising. S&P Global
economists expect a U.S. recession in 2023 due to ongoing
macroeconomic challenges such as inflation and rising interest
rates. The advertising market is historically heavily correlated to
GDP growth, and S&P believes discretionary advertising spending
such as in-theater scatter advertising is at an increased risk from
a recession. Advertising clients will likely moderate their
spending on advertising for noncore platforms such as cinema. This
is especially untimely for NCM because the company's up-front deal
volume has not yet returned to pre-pandemic levels due to an
uncertain recovery in the box office. The company is not only
exposed to potential cancelations in upfront advertising but is
also subject to market demand for its scatter-based advertising
offerings, which has a short lead time and is subject to budget
concerns or changes in plans from both national and local
advertising clients. What's more, visibility in real-time client
demand for in-theater advertising is very limited and is not as
correlated with box office revenues as it's been historically, thus
reducing the predictability of the company's revenues.
Lagging attendance trends mean NCM's operating performance will
trail overall domestic box office recovery. S&P said, "We believe
the 2022 domestic box office could reach $7.5 billion to $8 billion
and rise above $9 billion in 2023, primarily due to our
expectations for elevated average ticket prices over the next two
years. Conversely, attendance will be a laggard in this recovery,
with expected 2022 attendance just over 65% of 2019 levels and
approaching 80% in 2023, lower than the recovery of the overall box
office. NCM's revenues will likewise lag the recovery of the
overall box office because it is an in-theater advertiser that
charges clients based on cost per thousand impressions. 2022
spending by advertising clients has been more sluggish than
expected. Despite strong rebounds in year-to-date box office
performance due to tent pole films, advertisers haven't responded
as quickly as we expected to the return of audiences to theaters.
In our view, the pace of advertising spending remains uncertain and
heavily dependent on individual advertising client plans." As a
result of these attendance patterns, combined with our tempered
expectations for the advertising market over the next 12 months, we
expect NCM revenues to reach about 60% of 2019 levels in 2022 and
about 75% in 2023.
In addition, lagging revenue recovery means NCM will be less able
to effectively leverage its cost base, which includes fixed items
such as theater access fees. Before the COVID-19 pandemic, NCM
achieved over 50% S&P Global Ratings-adjusted EBITDA margins due to
higher revenue and efficient operating performance. S&P said, "Now,
even though revenue is recovering, we don't expect NCM can achieve
anything close to these levels over the next 12 to 18 months. NCM
continues to manage its variable costs such as marketing expenses,
but even so we expect its EBITDA margins will only reach 25% in
2022 and about 40% in 2023. Cash flows will also suffer from not
only lower profitability but also rising interest rates. NCM will
have a heavy interest burden of over $65 million in 2022, which is
likely to increase in 2023 as rates continue to rise and the
company refinances some of its debt at higher rates."
S&P said, "As a result, we expect leverage will be very high, in
the 17x area, in 2022 and decline to the low-8x area in 2023. Free
operating cash flow (FOCF) to debt will remain negative in 2022 and
improve to the 1%-3% range in 2023.
"The negative outlook reflects the risk that despite our
expectations for a modest recovery in in-theater advertising
revenues and profitability, the company faces an increased risk of
a payment default, restructuring, or distressed exchange if it
cannot successfully amend its covenants and extend its revolving
debt maturities at par before they become due in June 2023."
S&P could lower its rating one notch if:
-- S&P believes there is a substantial risk of a payment default,
restructuring, or distressed exchange within the next six months.
S&P could lower the rating multiple notches if:
-- S&P believes a payment default, restructuring, or distressed
exchange is a virtual certainty.
S&P could raise its rating one notch over the next 12 months if:
-- NCM successfully amends its covenants and extends the maturity
to its revolving credit facilities at par such that it does not
expect any risk of a liquidity event or a distressed exchange in
the next 12 months.
ESG credit indicators: E-2, S-3, G-2
NEWAGE INC: Cash Collateral Access, $16MM DIP Loan OK'd
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
NewAge, Inc. and affiliates to use cash collateral and obtain
postpetition financing, on a final basis.
The Debtors obtained senior secured debtor-in-possession financing
consisting of a senior secured superpriority priming term loan
credit facility in the aggregate principal amount not to exceed $16
million pursuant to the terms and conditions of the Senior Secured
Debtor-in-Possession Term Loan among:
i. the Debtor, NewAge, Inc., as borrower,
ii. each of the Debtors, Ariix LLC, Morinda Holdings, Inc., and
Morinda, Inc., as guarantors, and
iii. DIP Financing, LLC, a Wyoming limited liability company, or
its assignee, as lender.
The DIP Facility is available as a multi-draw term loan to the
Debtors:
-- upon entry of the Interim DIP Order and satisfaction of the
other conditions set forth in the DIP Loan Documents in an initial
amount equal to $4 million; and
-- upon meeting certain requirements set forth in the DIP Loan
Documents, a second amount equal to $5 million; and
-- the remainder of the DIP Facility (up to $7 million)
available upon entry of the Final DIP Order and satisfaction of the
other conditions set forth in the DIP Loan Documents.
The Debtors require the use of cash collateral to permit, among
other things, maintain, administer and preserve their businesses
and maximize the value of their assets.
On March 11, 2022, NA Inc. entered into a Loan and Security
Agreement with East West Bank, which provides for a $12 million
revolving loan facility. As part of the Prepetition Loan
Agreement, the Prepetition Lender required the Prepetition Loan
Parties to maintain certain deposit and/or investment accounts in
the People’s Republic of China to secure the Prepetition Secured
Obligations.
The Prepetition Lender is entitled, pursuant to sections 361 and
363(e) of the Bankruptcy Code and nunc pro tunc to the Petition
Date, to adequate protection of its interests in the Prepetition
Collateral, including the cash collateral, in an amount equal to
the aggregate diminution in value of the Prepetition Lender's
interests in the Prepetition Collateral from and after the Petition
Date.
The DIP Facility will terminate, and the DIP Loans and all other
DIP Obligations will mature and be due and owing, upon the DIP
Lender's election, at the earliest to occur of:
a. the date on which the DIP Lender provides written notice to
the Debtors and counsel for any official committee of the
occurrence of an Event of Default under the DIP Loan Documents;
b. the date of the acceleration of any outstanding extension
of credit under the DIP Facility;
c. the effective date of a confirmed plan in the Chapter 11
Cases;
d. the entry of an order converting the Chapter 11 Cases to a
case under chapter 7 of the Bankruptcy Code;
e. the entry of an order dismissing the Chapter 11 Cases;
f. the entry of an order appointing a chapter 11 trustee or an
examiner with expanded powers in the Chapter 11 Cases;
g. the failure to comply with any of the Milestones set forth
in the DIP Loan Agreement;
h. the date of the commencement of the Final Hearing, if the
Interim DIP Order is modified at the Final Hearing in a manner
unacceptable to the DIP Lender;
i. the date that the Debtors propose or support any challenge
by any party in interest to seek to limit or prevent the DIP Lender
from exercising its credit bid rights in connection with the sale
of any assets of the Debtors;
j. if, prior to the payment in full of the DIP Facility, the
date the Debtors propose or support any chapter 11 plan or sale of
all or substantially all of the Debtors' assets, or order
confirming such plan or approving such sale, that is not
conditioned upon the payment of the DIP Obligations (other than
indemnities then due and payable) in full in cash and the payment
of the Debtors' obligations with respect to the adequate protection
hereunder, in full in cash, without the written consent of the DIP
Lender; and
k. 145 days after the Petition Date. Written notice of the
occurrence of a DIP Termination Event may be given by electronic
mail (or other electronic means) to counsel to the Debtors, counsel
to any official committee appointed in the Chapter 11 Cases, and
the Office of the United States Trustee.
A copy of the order is available at https://bit.ly/3fFgfmK from
PacerMonitor.com.
About NewAge, Inc.
NewAge, Inc. is a developer, seller, and distributor of health and
nutritional products which predominantly sells through a sales
network of brand partners. NewAge, Inc. and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Lead Case No. 22-10819) on August 30, 2022. In the petition
signed by Lawrence Perkins, chief restructuring officer, NewAge,
Inc. disclosed $310,902,000 in assets and $149,447,000 in
liabilities.
Judge Laurie Selber Silverstein oversees the case.
NewAge, Inc. tapped Greenberg Traurig, LLP as legal counsel,
SierraConstellation Partners LLC as financial advisor, and Stretto
as claims/noticing agent.
NIVO 1 LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Nivo 1, LLC
5958 Carlton Way
Los Angeles, CA 90028
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51 B)).
Chapter 11 Petition Date: October 4, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-15414
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Paul E. Manasian, Esq.
LAW OFFICE OF PAUL MANASIAN
1810 65th Street
Emeryville, CA 91608
Tel: (415) 730-3419
Email: manasian@mrlawsf.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anne Kihagi as manager.
The Debtor failed to include in the petition a list of its 20
largest usnecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LKFC2HQ/Nivo_1_llc__cacbke-22-15414__0001.0.pdf?mcid=tGE4TAMA
NORFOLK PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Norfolk Partners, LLC
4203 Montrose Blvd Suite 400
Houston, TX 77006
Chapter 11 Petition Date: October 4, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 22-90329
Judge: Hon. Marvin Isgur
Debtor's Counsel: Susan Tran Adams, Esq.
TRAN SINGH, LLP
2502 La Branch St.
Houston, TX 77004
Tel: (832) 975-7300
Email: stran@ts-llp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christopher Bran as manager of CBMJ
Investments & Development, LLC, Managing Partner of Debtor.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6VMRYNQ/Norfolk_Partners_LLC__txsbke-22-90329__0001.0.pdf?mcid=tGE4TAMA
PACKABLE HOLDINGS: Seeks to Hire Cooley LLP as Bankruptcy Counsel
-----------------------------------------------------------------
Packable Holdings, LLC, formerly known as Entourage Commerce, LLC,
and its affiliates seek approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Cooley, LLP as counsel.
The firm will render these services:
(a) advise the Debtors of their rights, powers, and duties
under Chapter 11 of the Bankruptcy Code;
(b) prepare, on behalf of the Debtors, all necessary legal
papers be filed in these cases;
(c) advise the Debtors concerning, and prepare responses to,
legal papers that may be filed and served in these cases;
(d) advise the Debtors with respect to, and assist in the
negotiation and documentation of, financing agreements and related
transactions;
(e) review the nature and validity of any liens asserted
against the Debtors' property and advise the Debtors concerning the
enforceability of such liens;
(f) advise the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit of their
estates;
(g) counsel the Debtors in connection with any sale of assets
and related documents;
(h) counsel the Debtors in connection with any Chapter 11 plan
and related documents;
(i) advise and assist the Debtors in connection with any
potential property dispositions;
(j) advise the Debtors concerning executory contract and
unexpired lease assumptions, assignments, and rejections;
(k) assist the Debtors in reviewing, estimating, and resolving
claims asserted against the Debtors' estates;
(l) commence and conduct litigation necessary or appropriate
to assert rights held by the Debtors, protect assets of the
Debtors' estates, or otherwise further the goal of completing the
Debtors' Chapter 11 plan;
(m) provide corporate, employee benefit, litigation, tax, and
other general non-bankruptcy services to the Debtors; and
(n) perform all other necessary or appropriate legal services
in connection with these cases.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,180 - $1,450
Counsel $1,160 - $1,165
Associates $920 - $1,155
Paralegals $350 - $380
Professional Staff $150 - $385
In addition, the firm will seek reimbursement for expenses
incurred.
On Aug. 9, the Debtors paid Cooley a general retainer in the amount
of $250,000.
Cooley provided the following in response to the request for
additional information set forth in Paragraph D.1. of the U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: Cooley represented the Debtors' during the 12 months
prepetition in connection with the bankruptcy preparation, as well
as in unrelated matters.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Cooley has submitted a staffing plan and budget that
covers the time period from August 28, 2022 through November 30,
2022 to the Debtors. The Debtors approved the staffing plan and
budget.
Michael Klein, Esq., a partner at Cooley, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Klein, Esq.
Erica Richards, Esq.
Summer M. McKee, Esq.
Paul Springer, Esq.
Cooley LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 479-6000
Facsimile: (212) 479-6275
Email: mklein@cooley.com
erichards@cooley.com
smckee@cooley.com
pspringer@cooley.com
About Packable Holdings
Packable Holdings LLC -- https://www.packable.com/ -- is a leading
multi-marketplace e-commerce enablement platform.
Packable Holdings and five affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
22-10797) on Aug. 29, 2022. In the petition filed by Maria Harris,
chief legal officer, Packable Holdings reported between $100
million and $500 million in both assets and liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Cooley LLP and Potter Anderson & Corroon, LLP as
legal counsels; Alvarez and Marsal North America, LLC as financial
advisor; and Hilco Merchant Resources, LLC as liquidation agent.
Epiq Corporate Restructuring, LLC is the claims agent.
PG&E CORP: Faces Federal Criminal Probe Into Mosquito Fire
----------------------------------------------------------
PG&E Corporation said in a regulatory filing with the Securities
and Exchange Commission that it is facing a federal criminal
investigation of the utility's potential role in causing a major
and ongoing Northern California wildfire known as the Mosquito
fire.
According to the California Department of Forestry and Fire
Protection ("Cal Fire") and the United States Forest Service
("USFS"), on September 6, 2022, a wildfire known as the Mosquito
fire ignited near OxBow Reservoir in Placer County, California.
According to the incident update posted by the USFS, which assumed
command of the 2022 Mosquito fire from Cal Fire, as of September
25, 2022, the fire had consumed 76,781 acres, destroyed 78
structures, damaged 13 structures and was 60% contained. The
incident update did not indicate that injuries or fatalities had
occurred in connection with the fire.
The USFS has indicated to Pacific Gas and Electric Company (the
"Utility"), a subsidiary of PG&E Corporation, an initial assessment
that the fire started in the area of the Utility's power line on
National Forest System lands and that the USFS is performing a
criminal investigation into the 2022 Mosquito fire. On Sept. 24,
2022, the USFS removed and took possession of one of the Utility's
transmission poles and attached equipment. The Utility's
investigation is ongoing.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, faced extraordinary challenges relating to a
series of catastrophic wildfires that occurred in Northern
California in 2017 and 2018. The utility faced an estimated $30
billion in potential liability damages from California's deadliest
wildfires of 2017 and 2018.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). As of Sept.
30, 2018, the Debtors, on a consolidated basis, had reported $71.4
billion in assets on a book value basis and $51.7 billion in
liabilities on a book value basis.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served
as PG&E's legal counsel, Lazard as its investment banker and
AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk
LLC is the claims and noticing agent.
PG&E has appointed James A. Mesterharm, a managing director at
AlixPartners, LLP, and an authorized representative of AP Services,
LLC, to serve as Chief Restructuring Officer. In addition, PG&E
appointed John Boken also a Managing Director at AlixPartners and
an authorized representative of APS, to serve as Deputy Chief
Restructuring Officer.
Morrison & Foerster LLP served as the Debtors' special regulatory
counsel. Munger Tolles & Olson LLP also served as special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
* * *
PG&E Corporation and Pacific Gas and Electric Company announced
July 1, 2020, that PG&E has emerged from Chapter 11, successfully
completing its restructuring process and implementing PG&E's Plan
of Reorganization ("Plan") that was confirmed by the United States
Bankruptcy Court on June 20, 2020.
For the benefit of fire victims, the Plan provided for a Fire
Victim Trust, which was funded with an oft-stated value of $13.5
billion, to be half in cash and half in new company PG&E common
stock. The $6.75 billion in cash was paid. With respect to the
stock consideration, 478 million shares of PG&E stock were
delivered to the Fire Victim Trust in accordance with an agreed-to
formula under the Plan.
PHOENIX SERVICES: In Chapter 11 to Redo Customer Contracts
----------------------------------------------------------
Bloomberg Law reports that Phoenix Services Topco LLC, an
international service provider to steel producers, filed for
Chapter 11 bankruptcy in an attempt to renegotiate customer
contracts it says have become unprofitable due to recent economic
pressures.
The Radnor, Pennsylvania-based company, which employs 2,600 people
around the globe, sought Chapter 11 protection Tuesday, September
27, 2022, in the US Bankruptcy Court for the District of Delaware
with an agreement to borrow $50 million in new financing from its
existing lenders and refinance $150 million in pre-bankruptcy
debt.
Phoenix is controlled by an affiliate of Apollo Global Management
Inc. following a 2017 acquisition.
Phoenix specializes in removing and handling molten slag that has
been separated from steel. The company, which operates at 39
customer sites, also prepares and transports metal scraps, raw
materials, and finished products. It entered bankruptcy with $587
million in funded debt.
Phoenix's contract portfolio has recently become "unsustainable"
due to "inflationary pressures and rising fuel costs, coupled with
suboptimal contract terms," the company said in court papers.
Phoenix has also encountered operational challenges at customer
sites, including equipment failures and management turnover, it
said.
"The contracts and operational challenges, in turn, have placed a
significant strain on the debtors' liquidity, which was further
weakened by capital lease payments, rising interest rates, and
increased capital expenditures," the company said.
The company has developed a strategy to renegotiate or terminate
unprofitable contracts and emerge from bankruptcy in March 2023 "as
a going concern with a sustainable and profitable contract
portfolio," it said.
About Phoenix Services Topco
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.
Phoenix Services Topco, LLC and 8 affiliates, including Phoenix
Services Holdings Corp., sought protection under Chapter 11 of the
U.S. Bankruptcy Code on Sept. 27, 2022. Phoenix Services Topco,
LLC is the lead case (Bankr. D. Del. Lead Case No. 22-10906).
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 Gibson, Dunn & Crutcher LLP.
Credit Suisse Loan Funding LLC, as DIP Lender, is represented by
Pachulski Stang Ziehl & Jones LLP.
PHOENIX SERVICES: Moody's Lowers CFR to Ca on Bankruptcy Filing
---------------------------------------------------------------
Moody's Investors Service downgraded Phoenix Services International
LLC's ("Phoenix Services") Probability of Default Rating to D-PD
from Caa1-PD, its Corporate Family Rating to Ca from Caa1 and the
rating on Phoenix Services Merger Sub, LLC's $65 million senior
secured first lien revolving credit facility and its $465 million
senior secured first lien term loan to Ca from Caa1. The ratings
downgrades were prompted by the company's announcement on September
27, 2022 that it voluntarily filed for relief under Chapter 11 of
the United States Bankruptcy Code. The ratings outlook was changed
to stable from negative.
Downgrades:
Issuer: Phoenix Services International LLC
Corporate Family Rating, Downgraded to Ca from Caa1
Probability of Default Rating, Downgraded to D-PD from Caa1-PD
Issuer: Phoenix Services Merger Sub, LLC
GTD Senior Secured First Lien Revolver Credit Facility, Downgraded
to Ca (LGD3) from Caa1 (LGD3)
GTD Senior Secured First Lien Term Loan, Downgraded to Ca (LGD3)
from Caa1 (LGD3)
Outlook Actions:
Issuer: Phoenix Services International LLC
Outlook, Changed To Stable From Negative
Issuer: Phoenix Services Merger Sub, LLC
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The downgrades follow the announcement that Phoenix Services and
certain of its U.S. affiliates have filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. A
group of the company's first lien lenders have committed to provide
$50 million in new debtor-in-possession ("DIP") financing, subject
to court approval.
Headquartered in Radnor, Pennsylvania, Phoenix Services
International LLC provides on-site steel mill services such as the
removal, handling, and processing of slag, metal recovery, scrap
preparation, material handling, aggregate sales and other ancillary
services and generated about $400 million in revenues for the LTM
period ended June 30, 2022.
The principal methodology used in these ratings was Steel published
in November 2021.
RB SIGMA LLC: Commences Subchapter V Case
-----------------------------------------
RB Sigma LLC filed for chapter 11 protection in the Northern
District of Ohio. The Debtor elected on its voluntary petition to
proceed under Subchapter V of chapter 11 of the Bankruptcy Code.
The Debtor is an Ohio limited liability company located at 6111
Heisley Road, Mentor, Ohio 44060. The sole member is Justin Bloyd.
The Debtor was formed in 2016 as a supply chain management and
project management company that assisted companies with sourcing
and bringing products to market.
At the start of the COVID pandemic, the Debtor used its background
in sourcing to fulfill personal protective equipment ("PPE") orders
from government and healthcare customers that were not able to
acquire product. As a response to the pandemic and respirator
shortages, the Debtor began producing surgical masks and N95
respirators in July 2020.
The Debtor invested most of its cash into respirator manufacturing,
product testing, machine development, and raw materials to produce
masks. When the pandemic started to wind down, the demand for
respirators decreased which has impacted the Debtor's core source
of revenue.
Within the last year and a half, the Debtor has diversified into a
medical products distributor to help offset the drop in respirator
revenue. The company has steady customers that consistently
re-order medical products that are either manufactured by the
Debtor or distributed by it. The Debtor has taken significant
steps to reduce its overhead and believes these steps will allow
the company to stabilize and yield positive cash flow moving
forward.
The Debtor has no secured creditors other than one whose security
interest is limited to inventory. The Debtor's cash and accounts
are not collateral for any creditor.
In addition to Justin Bloyd, who is employed by the Debtor as its
President and general manager, the Debtor employs four salaried
employees, one of whom also receives commissions, and three hourly
employees.
RB Sigma LLC listed debt of at least $1 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
Nov. 3, 2022, at 10:00 AM at remotely.
About RB Sigma LLC
RB Sigma LLC -- https://www.rbsigma.com -- doing business as RB
Medical Supply LLC [trade name], supply mission-critical PPE
Products, provide six sigma training, and consult and set up supply
chains
RB Sigma LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
22-12913) on Sept. 28, 2022. In the petition filed by Justin Bloyd,
as managing member, the Debtor reported assets between $500,000 and
$1 million and liabilities between $1 million and $10 million.
Frederic P. Schwieg has been appointed as Subchapter V trustee.
The Debtor is represented by Richard H. Nemeth of Nemeth &
Associates LLC,
REARDEN STEEL: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized Rearden Steel Manufacturing
LLC to use cash collateral on an interim basis effective as of
September 16, 2022.
The Debtor is permitted to use cash collateral in accordance with
and limited by the budget attached to the motion. Expenditures in
excess thereof will require leave of court. The Debtor is
authorized to use its cash to meet its obligations due to the Clerk
of Court or the United States trustee pursuant to 28 U.S.C. section
1930.
As previously reported by the Troubled Company Reporter, on April
24, 2019, Paradise Bank took a first position mortgage on the
Debtor's real estate, its primary operating facility at 5350 Steel
Boulevard, and took a blanket secured lien interest in all tangible
and intangible assets of the Debtor, including its cash and
receivables. Paradise fully perfected its secured lien interest,
including the filing of a UCC financing statement on April 25,
2019.
The outstanding principal balance remaining to and owing to
Paradise as of the date of filing is approximately $1,931,190. The
value of the building as of the date of filing is estimated to be
approximately $1.8 million and the value of all remaining
collateral of Paradise is estimated to exceed $200,000. Paradise is
fully secured and is in fact an oversecured creditor. The Debtor
should be allowed full and unencumbered access of its cash and
receivables as they are essential to the continued business
operations of the Debtor and any constraint thereon will unduly
prejudice the Debtor and its chances for reorganization.
A final hearing on the matter is set for October 26 at 1:30 p.m.
A copy of the order is available at https://bit.ly/3ruPap2 from
PacerMonitor.com.
About Rearden Steel Manufacturing
Rearden Steel Manufacturing LLC is a metal fabricator in Florida.
Rearden Steel Manufacturing filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla.
Case No. 22-17243) on Sept. 16, 2022. In the petition filed by
Lynn Shepard, as managing member, the Debtor reported assets and
liabilities between $1 million and $10 million.
Judge Erik P. Kimball oversees the case.
Tarek Kirk Kiem has been appointed as Subchapter V trustee.
The Debtor is represented by Julianne R. Frank.
SILGAN HOLDINGS: Moody's Alters Outlook on 'Ba2' CFR to Positive
----------------------------------------------------------------
Moody's Investors Service affirmed Silgan Holdings Inc.'s Corporate
Family Rating at Ba2, Probability of Default Rating at Ba2-PD, and
the rating on its senior unsecured notes at Ba3. The outlook has
been changed to positive from stable. The Speculative Grade
Liquidity Rating is unchanged at SGL-2.
The outlook change to positive reflects momentum in operating
performance from full integration of recent acquisitions and the
realization of cost efficiencies that, if continued, will translate
into an improvement in credit metrics.
"If Silgan continues to execute well, the company's credit metrics
will benefit from successful integration of recent acquisitions,
cost efficiencies, and pricing actions to capture inflationary
costs," said Scott Manduca, Vice President at Moody's.
Affirmations:
Issuer: Silgan Holdings Inc.
Corporate Family Rating, Affirmed Ba2
Probability of Default Rating, Affirmed Ba2-PD
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5)
Outlook Actions:
Issuer: Silgan Holdings Inc.
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
Silgan's Ba2 Corporate Family Rating reflects the company's
diversified portfolio consisting of steady, yet lower growth metal
containers, and higher growth dispensing, closures, and custom
containers. The company has captured operating efficiencies, which
have translated into higher margins and improved credit metrics.
About 90% of the company's revenue is derived from relatively
stable food and beverage, personal and home care, and healthcare
end markets, which helps limit volume fluctuation from economic
conditions and results in predictability of revenue. In addition,
input cost and other inflationary cost pressures are largely passed
along to customers, in a timely manner, reducing margin volatility.
At the same time, the rating reflects Silgan's willingness to
execute debt funded acquisitions to grow and diversify its
portfolio, which is generally followed by steady debt reduction
over the intermediate term.
Silgan is expected to maintain good liquidity. There are no
near-term maturities, free cash flow is expected to improve,
working capital through inventory reduction is to normalize, and
capital expenditures are to remain at traditional levels. Silgan
also has cash on hand, but as is typical with the seasonality of
its business, will use the revolver to fund working capital in the
first half of the year and repay the borrowings by year end.
Silgan's senior unsecured notes are rated Ba3, one notch lower than
its Ba2 CFR. The unsecured notes are contractually subordinated to
the revolving credit facility (unrated), which has a first-lien
stock pledge of substantially all the assets of the company, except
its Canadian assets. The notes are also structurally subordinated
to the non-debt liabilities at Silgan's operating companies, given
they do not benefit from any upstream operating company
guarantees.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if there is a deterioration in
credit metrics caused by aggressive financial policy actions,
including large debt funded acquisitions or shareholder returns.
Specifically, if debt-to-EBITDA (inclusive of Moody's adjustments)
is above 4.25x, EBITDA-to-interest expense is less than 5.0x, and
funds from operations-to-debt is below 15.5%.
The ratings could be upgraded if there is sustained improvement in
credit metrics and good liquidity is maintained. Specifically, if
debt-to-EBITDA (inclusive of Moody's adjustments) is below 3.75x,
EBITDA-to-interest expense is above 5.5x, and funds from
operations-to-debt is over 18%.
Headquartered in Stamford, Connecticut, Silgan is a manufacturer of
metal and plastic consumer goods packaging products. A majority of
the company's sales are generated in the United States with a
smaller presence outside the US (primarily Europe). Silgan is a
public company with about 30% of the outstanding stock owned by its
two founders.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
SOUTHGATE TOWN: Taps Cropper Accountancy Corporation as Accountant
------------------------------------------------------------------
Southgate Town and Terrace Homes, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of California to employ
Cropper Accountancy Corporation as its accountant.
The firm will render these services:
(a) prepare and file tax returns for 2020 and 2021;
(b) assist with the review of monthly operating reports if
necessary;
(c) assist with the potential refinancing of the Debtor's real
property; and
(d) provide audit services for the year 2020 and 2021.
The firm holds a $10,000 deposit for the 2020 audit and it will be
applied upon court approval of fees.
Mary Ann Cropper, CPA, a partner at Cropper Accountancy
Corporation, disclosed in a court filing that her firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Mary Ann Cropper, CPA
Cropper Accountancy Corporation
2700 Ygnacio Valley Rd., Suite 270
Walnut Creek, CA 94598
Telephone: (925) 932-3860
About Southgate Town and Terrace Homes
Southgate Town and Terrace Homes Inc. is a limited equity housing
cooperative per CA Civil Code Section 817. It is a resident-owned
affordable housing community in South Sac, California.
Southgate Town and Terrace Homes sought Chapter 11 bankruptcy
protection (Bankr. E.D. Cal. Case No. 22-20632) on March 16, 2022.
In the petition filed by Mirza Baig, president, the Debtor
disclosed between $1 million and $10 million in both assets and
liabilities.
Judge Fredrick E. Clement oversees the case.
The Debtor tapped Stephen Reynolds, Esq., at Reynolds Law
Corporation, as legal counsel and Cropper Accountancy Corporation
as accountant.
SPG HOSPICE: Trustee Seeks to Tap Terry Dake as Special Counsel
---------------------------------------------------------------
James Cross, the trustee appointed in the Chapter 11 cases of SPG
Hospice, LLC and affiliates, seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to employ Terry A.
Dake, Ltd. as special counsel.
The firm will render these services:
(a) prepare legal documents;
(b) locate, evaluate and/or pursue claims and causes actions
arising under Chapter 5 of the Bankruptcy Code and/or related state
law claims available to the estate;
(c) object to and/or litigate and/or resolve proofs of claim;
(d) assist in proposing and/or obtaining confirmation of a
plan of reorganization; and
(e) perform such other legal services.
The firm's attorney will be paid at an hourly rate of $350.
Terry Dake, a shareholder of Terry A. Dake, Ltd., 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:
Terry A. Dake
Terry A. Dake, Ltd.
P.O. Box 26945
Phoenix, AZ 85068-6945
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
bankruptcy counsel; Terry A. Dake, Ltd. as special counsel; Baldwin
Moffitt Behm, LLP as tax preparer; and Kathy Steadman of
Coppersmith Brockelman, PLC as healthcare personnel and regulatory
compliance specialist.
STORED SOLAR: Taps Marcus, Clegg, Bals & Rosenthal as Counsel
-------------------------------------------------------------
Stored Solar Enterprises, Series LLC seeks approval from the U.S.
Bankruptcy Court for the District of Maine to employ the law firm
of Marcus, Clegg, Bals & Rosenthal, PA as its bankruptcy counsel.
The firm will render these services:
(a) analyze the Debtor's financial situation, advise and
assist the Debtor in determining whether to file a petition under
Chapter 11 of the Code;
(b) prepare and file the Debtor's legal papers;
(c) represent the Debtor at the first meeting of creditors and
responses to individual creditor inquiries;
(d) represent the Debtor in connection with the use of cash
collateral, debtor-in-possession financing, refinancing of existing
secured debt, and the disposition of any of its assets;
(e) develop the Debtor's plan of reorganization, analyze the
feasibility of any such plan, draft, file and negotiate the plan
and related disclosure statement;
(f) review and evaluate the Debtor's executory contracts and
unexpired leases, and represent the Debtor with respect to any
motions to assume or reject such contracts and leases;
(g) represent the Debtor in connection with any adversary
proceedings or automatic stay litigation which may be commenced in
these proceedings;
(h) analyze the Debtor's cash flow and business operations;
(i) review and analyze various claims of the Debtor's
creditors, secured, unsecured, and priority, and the treatment of
such claims;
(j) represent the Debtor regarding post-confirmation
operations and consummation of any plan of reorganization;
(k) represent and advise the Debtor with respect to general
limited liability company matters and general business law issues;
and
(l) represent the Debtor during these bankruptcy proceedings.
The hourly rates of the firm's attorneys are as follows:
George J. Marcus $650
Jennie L. Clegg $485
David C. Johnson $365
John H. Doyle $350
Trey R. Milam $225
In addition, the firm will be reimbursed for expenses incurred.
George Marcus, Esq., an attorney at Marcus, Clegg, Bals &
Rosenthal, 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:
George J. Marcus, Esq.
David C. Johnson, Esq.
Marcus, Clegg, Bals & Rosenthal, PA
16 Middle Street, Unit 501
Portland, ME 04101
Telephone: (207) 828- 8000
Email: bankruptcy@marcusclegg.com
About Stored Solar Enterprises
Stored Solar Enterprises, Series LLC owns and operate seven
biomass-fueled, renewable energy generating facilities located in
Maine, Massachusetts and New Hampshire. The Plants produce electric
energy which is transmitted into, and earns payments from, the ISO
New England power grid. Stored Solar has 87 employees.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Me. Case No. 22-10191) on Sept. 14,
2022. In the petition signed by William Harrington, manager, the
Debtor disclosed up to $100 million in assets and up to $50 million
in liabilities.
Marcus, Clegg, Bals & Rosenthal, PA serves as the Debtor's counsel.
VILLAS OF COCOA: Seeks to Hire Winderweedle as Bankruptcy Counsel
-----------------------------------------------------------------
The Villas of Cocoa Village LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ the
law firm of Winderweedle, Haines, Ward & Woodman, PA as its
counsel.
The firm will render these services:
(a) advise the Debtor regarding its rights and duties in this
case;
(b) prepare pleadings related to this case; and
(c) take any and all other necessary action incident to the
proper preservation and administration of this estate.
The hourly rates of the firm's counsel are as follows:
C. Andrew Roy, Esq. $380
Lauren M. Reynolds, Esq. $305
Prior to the petition date, the Debtor paid an advance of $6,380.69
for post-petition services and expenses.
George Marcus, Esq., an attorney at Marcus, Clegg, Bals &
Rosenthal, 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:
C. Andrew Roy, Esq.
Lauren M. Reynolds, Esq.
Winderweedle, Haines, Ward & Woodman, PA
329 Park Avenue, North, Second Floor
Post Office Box 880
Winter Park, FL 32790-0880
Telephone: (407) 423-4246
Facsimile: (407) 645-3728
Email: aroy@whww.com
lreynolds@whww.com
About The Villas of Cocoa Village
The Villas of Cocoa Village, LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 22-03286) on Sept. 12, 2022, with up to $1 million in
assets and up to $10 million in liabilities. Robert Altman has been
appointed as Subchapter V trustee.
Winderweedle, Haines, Ward & Woodman, PA serves as the Debtor's
counsel.
VOYAGER DIGITAL: FTX US Selected as Winning Bidder for Assets
-------------------------------------------------------------
Voyager Digital Ltd. (OTCPink: VYGVQ) (FRA: UCD2) on Sept. 26
disclosed that after multiple rounds of bidding in a highly
competitive auction process that lasted two weeks, its operating
company Voyager Digital LLC, selected West Realm Shires Inc. ("FTX
US") as the highest and best bid for its assets. The Official
Committee of Unsecured Creditors ("UCC") participated actively in
the competitive auction and supports FTX US's winning bid.
FTX US's bid is valued at approximately $1.422 billion, comprised
of (i) the fair market value of all Voyager cryptocurrency at a
to-be-determined date in the future, which at current market prices
is estimated to be $1.311 billion, plus (ii) additional
consideration that is estimated as providing approximately $111
million of incremental value. The Company's claims against Three
Arrows Capital remain with the bankruptcy estate, which will
distribute any available recovery on such claims to the estate's
creditors.
FTX US's bid maximizes value and minimizes the remaining duration
of the Company's restructuring by providing a clear path forward
for the Debtors to consummate a chapter 11 plan and return value to
their customers and other creditors. FTX US's market-leading,
secure trading platform will enable customers to trade and store
cryptocurrency after the conclusion of the Company's chapter 11
cases.
The asset purchase agreement between Voyager Digital LLC and FTX US
will be presented for approval to the United States Bankruptcy
Court for the Southern District of New York on Wednesday, October
19, 2022 and the objection deadline to the transaction is October
12, 2022 at 4:00 p.m. prevailing Eastern Time. The sale to FTX US
will be consummated pursuant to a chapter 11 plan, which will be
subject to a creditor vote and is subject to other customary
closing conditions. FTX US and the Company will work to close the
transaction promptly following approval of the chapter 11 plan by
the Bankruptcy Court.
The auction follows Voyager's July 5, 2022 entrance into a
voluntary restructuring process aimed at returning maximum value to
customers. Since the Company's chapter 11 filing, in furtherance of
this objective, Voyager has engaged in a dual-track process,
considering both a potential sale and a standalone reorganization.
In-line with the process outlined in court filings, Voyager
received multiple bids contemplating sale and reorganization
alternatives, held an auction and, based on the results of the
auction, has determined that the sale transaction with FTX is the
best alternative for Voyager stakeholders.
Additional information about the timeline and customer access to
crypto will be shared as it becomes available. A copy of the
Bidding Procedures, Bidding Procedures Order, Bidding Procedures
Motion and other pleadings filed in this case may be obtained free
of charge by visiting the Voyager case website
https://cases.stretto.com/Voyager.
Voyager was advised by Kirkland & Ellis LLP, Moelis & Company LLC,
and Berkeley Research Group. FTX US was advised by Sullivan &
Cromwell LLP. The UCC was advised by McDermott Will & Emery LLP and
FTI Consulting.
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through its
subsidiary Coinify ApS, Voyager provides crypto payment solutions
for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, as chief executive officer, the Debtor estimated
assets and liabilities between $1 billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; and Consello Group as strategic
financial advisor. Stretto, Inc., is the claims agent.
VOYAGER DIGITAL: Panel Taps Epiq as Noticing and Information Agent
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Voyager Digital Holdings, Inc. and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ Epiq Corporate
Restructuring, LLC as noticing and information agent.
The firm will render these services:
(a) establish and maintain a website;
(b) provide a call center or other creditor hotline, respond
to creditor inquiries via telephone, letter, email, facsimile, or
otherwise, as appropriate, and related services;
(c) assist the committee with certain administrative tasks;
(d) provide a confidential data room, if necessary;
(e) provide such other claims, noticing, balloting, and
related administrative services as may be requested from time to
time; and
(f) promptly comply with such further conditions and
requirements as the court may at any time prescribe.
The hourly rates of the firm's counsel are as follows:
Clerical/Administrative Support $25 – $55
IT/Programming $55 – $75
Project Managers/Consultants/ Directors $75 – $180
Solicitation Consultant $180
Executive Vice President, Solicitation $190
In addition, the firm will seek reimbursement for expenses
incurred.
Kate Mailloux, a senior director at Epiq, 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:
Kate Mailloux
Epiq Corporate Restructuring, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Telephone: (646) 282-2532
Email: kmailloux@epiqglobal.com
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through its
subsidiary Coinify ApS, Voyager provides crypto payment solutions
for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; and Consello Group as strategic
financial advisor. Stretto, Inc. is the claims agent.
On July 19, 2022, the U.S. Trustee for the Southern District of New
York appointed an official committee of unsecured creditors in
these Chapter 11 cases. The committee tapped Epiq Corporate
Restructuring, LLC as noticing and information agent.
VOYAGER DIGITAL: Says Sale to FTX Still Needs Approvals
-------------------------------------------------------
After conducting an auction for its assets, The Voyager Team
updated its blog site to provide answers to potential questions by
its customers.
"Below, we've provided answers to some key questions. Please read
them all as they include important information about the next
steps—including a required vote on the bid by customers," Voyager
said.
Since Voyager filed for reorganization on July 5th, the Company has
been working diligently toward one goal: maximizing the value of
our platform for customers.
FTX US has been selected as the highest and best bid for Voyager's
assets. The sale is the culmination of several months of
negotiations and discussions with numerous market participants and
a highly competitive multi-week auction process. The Official
Committee of Unsecured Creditors ("UCC") participated actively in
the auction and supports the sale to FTX US.
What is FTX US's bid?
This bid, valued at approximately $1.422 billion, is comprised of
(i) the fair market value of all Voyager cryptocurrency at a
to-be-determined date in the future, which at current market prices
is estimated to be $1.311 billion, plus (ii) additional
consideration which is estimated as providing approximately $111
million of incremental value.
Why was FTX's bid selected?
After multiple bidding rounds in a highly competitive auction
process that lasted two weeks, with active participation from the
Official Committee of Unsecured Creditors (UCC), FTX US was
selected as the highest and best bid for our assets. FTX US’s
bid, which is significantly better for customers than its original
bid, was chosen because it maximizes the value returned to you in
the shortest time.
How was the auction conducted? Could there have been a better
option?
We conducted a rigorous marketing process, reaching out to over 90
interested parties to gauge interest in a potential sale. We also
proposed a stand-alone plan of reorganization and used the plan as
a floor for negotiations with potential acquirers. The multiweek
auction that followed was competitive and featured several rounds
of bids from a number of interested parties.
Does the UCC support FTX US's bid?
Yes. The UCC participated actively in the competitive auction and
supports FTX US's winning bid.
What are the next steps?
There are two approvals required for the bid to be finalized.
First, on October 19th, the asset purchase agreement that
memorializes the terms of the bid will be presented to the court
for approval. Following that anticipated approval, the bid will be
subject to a vote by you and other customers. We will provide
guidance about how and when to vote in the coming weeks.
When will I know how much value will be returned to me?
Following the finalization of the bid, FTX US and Voyager will
provide information about the return of value as soon as possible.
It is important to remember that FTX US's bid was selected above
all others because it was the highest and best bid for Voyager's
assets.
Does the conclusion of the auction impact the claims process?
No. The auction results do not change the Bar Date nor the need for
customers to determine whether to file a claim -- you must still
review how Voyager has listed your account holdings in recent court
filings. Last month, you should have received an email from
"Voyager Digital Restructuring" that lists your account holdings as
of July 5, 2022. Please take the time to review the information in
the email and, if necessary, file a claim before the deadline of
October 3, 2022, at 5:00 p.m. prevailing Eastern Time.
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through its
subsidiary Coinify ApS, Voyager provides crypto payment solutions
for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, as chief executive officer, the Debtor estimated
assets and liabilities between $1 billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; and Consello Group as strategic
financial advisor. Stretto, Inc., is the claims agent.
WESTMORELAND PARTNERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Westmoreland Partners, LLC
4203 Montrose Blvd Suite 400
Houston, TX 77006
Chapter 11 Petition Date: October 4, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 22-90330
Judge: Hon. David R. Jones
Debtor's Counsel: Susan Tran Adams, Esq.
TRAN SINGH, LLP
2502 La Branch St.
Houston, TX 77004
Tel: (832) 975-7300
E-mail: stran@ts-llp.com
Estimated Assets: $10 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Christopher Bran as Manager of CBMJ
Investments & Development, LLC, Managing Partner of Debtor.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/35XFWZY/Westmoreland_Partners_LLC_and__txsbke-22-90330__0001.0.pdf?mcid=tGE4TAMA
[*] Bankruptcy Judge Shelley Chapman Rejoins Willkie Farr
---------------------------------------------------------
Willkie Farr & Gallagher LLP disclosed that Shelley C. Chapman,
former U.S. Bankruptcy Judge for the Southern District of New York
(SDNY), has rejoined the Firm as Senior Counsel.
Judge Chapman will be a member of the Firm's Business
Reorganization & Restructuring Department and Chair of a newly
formed Alternative Dispute Resolution Practice.
A widely-recognized leader of the bankruptcy bar, Judge Chapman
oversaw the Lehman Brothers Holdings bankruptcy case -- the largest
bankruptcy case in history -- and many other chapter 11 mega-cases
and chapter 15 cross-border proceedings, including Boston
Generating, Innkeepers, Ambac, LightSquared, Sbarro, NII Holdings,
Sabine Oil & Gas, Nine West, Century 21, Aeromexico, and Philippine
Airlines.
She has also acted as a court-appointed mediator in numerous
complex chapter 11 cases, including Windstream, Frontier
Communications, OneWeb, Avianca S.A., Purdue Pharma, and Sears, and
is currently serving as the lead mediator in the PROMESA/ Title III
case of The Puerto Rico Electric Power Authority (PREPA)/The
Commonwealth of Puerto Rico. Committed to furthering excellence in
the wider bankruptcy community, she has mentored newly appointed
bankruptcy judges and has hosted hundreds of school-age children in
her courtroom for mock trials.
Before beginning her service on the bench, Judge Chapman was a
partner at Willkie from 2001 - 2010, where her practice included
the representation of debtors, creditors, and other parties in
interest in major chapter 11 cases and out-of-court
restructurings.
Judge Chapman received a B.A. with distinction in all subjects from
Cornell University in 1978 and a J.D. from Harvard Law School, from
which she graduated cum laude in 1981. She served as an editor of
the Harvard Civil Rights-Civil Liberties Law Review.
Judge Chapman can be reached at:
Shelley C. Chapman
Senior Counsel
New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728 8268
E-mail: schapman@willkie.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2022. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
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