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T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, November 1, 2022, Vol. 26, No. 304
Headlines
130 BOWERY ACQUISITION: Seeks to Hire Kirby Aisner as Attorney
130 BOWERY ACQUISITION: Taps Fred L. Seeman as Special Counsel
4E BRANDS: Unsecureds' Recovery Hiked to 21% to 25% in Plan
772 & 720 HOLDING: Seeks to Hire Kirby Aisner & Curley as Counsel
85 FLATBUSH: TH Holdco Plan Confirmation Affirmed on Appeal
ADVANCED REIMBURSEMENT: Creditors to Get Proceeds From Liquidation
AG BROTHERS: Seeks to Hire Allan D. NewDelman as Legal Counsel
AMERICAN DE ROSA: Trustee Selling Personal Property for $30K
APR OPERATING: Bank Debt Trades at 96% Discount
ARBORETUM CROSSING: Trustee Selling Shopping Center in Austin
ARSENAL RESOURCES: Capital Foundry Claim to Remaining Funds Denied
AYTU BIOPHARMA: Inks Deal to Extend Term Loan Interest-Only Period
BRUCE ELIEFF: 9th Circuit Affirms Sale of Debtor's Residence
CANOPY GROWTH: Davis Polk Advised Lenders in Credit Amendments
CELSIUS NETWORK: Assets Sale Bidding Procedures Gets Approval
CELSIUS NETWORK: Examiner Taps Huron as Financial Advisor
CHEMOURS COMPANY: Moody's Alters Outlook on 'Ba3' CFR to Stable
COLEMAN COMMERCIAL: Sale of McCarthy's Sports Bar for $170K Okayed
COMPUTE NORTH: Auction of De Minimis Assets Set for Nov. 1
CONNECTIONS COMMUNITY: Conexio, et al. Gets $72,828 Reimbursement
CROSBY US: Moody's Rates $330MM First Lien Term Loan Add-on 'B2'
CUREPOINT LLC: Sets Bid Procedures for $6-Mil. Business Asset Sale
CUSTOM ALLOY: Nov. 1 Deadline Set for Panel Questionnaires
DBMP LLC: Victims Want to Unwind Co's 'Texas Two-Step'
DEBOER AGRICULTURAL: Riverside Buying Hamilton Property for $1.15MM
DUNTOV MOTOR: Selling Custom-Built Corvette for $80K
EMERALD SEVEN: Unsecured Creditors Will Get 100% of Claims in Plan
ENDO INTERNATIONAL: Seeks to Hire KPMG LLP as Tax Service Provider
ENOVA INTERNATIONAL: S&P Affirms 'B' Rating on Sr. Unsecured Notes
EXWORKS CAPITAL: CIBC Bank Says Amended Plan Unconfirmable
EXWORKS CAPITAL: Luke LaHaie Says Disclosure Statement Deficient
FLAG LUXURY: Bank Debt Trades at 90% Discount
FLY LEASING: S&P Upgrades ICR to 'CCC', Outlook Developing
FREE SPEECH: Sandy Hook Families Seek to Max Out Jones Penalty
GAUCHO GROUP: Board OKs $0.20 Floor Price on Notes Conversion
GIRARDI & KEESE: Attys Ask Judge to Send Illinois Theft Suit to Cal
GOODYEAR TIRE: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
GREEN ACRES: $20K Sale of Nickerson Mobile Home to Frantas Approved
GREEN ACRES: $20K Sale of Nickerson Property to Frantas Deferred
GROUP MANAGEMENT: N.D. Ga. Bankruptcy Court Bans Ware's Pleadings
GROWLIFE INC: Sells $88K Convertible Note to 1800 Diagonal
GT REAL ESTATE: Taps Clarus Properties as Real Estate Broker
HARRELL REALTY: $2.2M Sale of San Francisco Asset to Navarez OK'd
HAWAIIAN HOLDINGS: Incurs $9.3 Million Net Loss in Third Quarter
HAWAIIAN HOLDINGS: Plans to Restate Q1 and Q2 Quarterly Reports
HELLER EHRMAN: Plan Admin Selling All ConfometRx Shares for $126K
IMAGINE! PRINT: Bank Debt Trades at 98% Discount
INNER CITY: Asteria Equities Buying Houston Property for $1.1 Mil.
J.J.W. METAL: Court Junks Carolina Bid to Dismiss Adversary Case
JACQUELINE K. PIETERSE: Judge Remands Case for Further Proceedings
JINZHENG GROUP: Margens Buying Van Nuys Property for $650K
JUMBA LLC: Court Grants Proposed Sale of Six Johnson County Homes
JUMBA LLC: Sale of 6 Constructed Homes in Johnson County Approved
KABBAGE INC: Seeks Approval to Hire Jones Day as Special Counsel
KABBAGE INC: Seeks to Hire Greenberg Traurig as Special Counsel
KC PANORAMA: Selling Weston Property for $8.8M, Subject to Overbid
KEVIN LLOYD CATHCART: $575K Sale of Happy Valley Property Approved
KRONOS ACQUISITION: S&P Alters Outlook to Stable, Affirms 'B-' ICR
LIMETREE BAY TERMINALS: Bank Debt Trades at 29% Discount
MARIBEL C. ALGOOD: $195K Oldsmar Condo Unit Sale to Salernos OK'd
MORA HOUSE: Seeks to Hire Farsad Law Office as Bankruptcy Counsel
MOUNTAIN PROVINCE: Plans to Refinance Outstanding Notes
MTPC LLC: Revised Bid Procedures for Sale of All Assets Approved
NCCD-ORANGE COAST: S&P Raises 2018 Revenue Bond Rating to 'BB+'
NEWAGE INC: Committee Taps Cole Schotz as Legal Counsel
NEWAGE INC: Committee Taps Dundon Advisers as Financial Advisor
NEXTPLAY TECHNOLOGIES: Four Proposals Approved at Annual Meeting
NEXTPLAY TECHNOLOGIES: Posts $12.5M Comprehensive Loss in Q2
NTI-NV INC: Amends Plan to Include Subordinated Claim Details
O'BRIEN FAMILY: Seeks to Hire Trust Larry as Real Estate Broker
OVERLOOK ROAD: Taps Law Offices of E. Vincent Wood as Counsel
PACKABLE HOLDINGS: Auction of Interest in CH/BDG Lease on Nov. 3
PACKABLE HOLDINGS: Committee Taps A.M. Saccullo as Co-Counsel
PACKABLE HOLDINGS: Committee Taps ASK LLP as Litigation Counsel
PACKABLE HOLDINGS: Committee Taps Dundon as Financial Advisor
PACKABLE HOLDINGS: Committee Taps Kelley Drye as Lead Counsel
PACKABLE HOLDINGS: Court Sets Auction of All Assets for November 16
PAR 5 PROPERTY: Macdonald Fernandez Employment as Counsel Revoked
PARK VIEW: Appointment of Receivership Affirmed on Appeal
PLATINUM GROUP: DMRE Junks Appeals vs Waterberg Mining Right Grant
RAYMOND MARK LEICH: Tampa Property Sale Proceeds Distribution OK'd
RONALD A. GOODWIN: $350K Sale of Personal Asset to CONSPEC Denied
SEAHORSE RESTAURANT: Matteo Buying Dockside Grill & Bar for $325K
SERTA SIMMONS: 2023 Bank Debt Trades at 87% Discount
SOUND HOUSING: Trustee Taps Better Homes and Gardens as Broker
STATERA BIOPHARMA: Files 10-Q, Reaches Deal With Silverback, AVOF
TAKATA CORP: Engleman's Attack on Plan Barred by Res Judicata
THOMAS M. DLUGOLECKI: Selling San Diego Residence for $4.5 Million
THOMAS R. MCCONNELL: $225K Sale of Muncie Asset to Clever Girl OK'd
TRINITY STONE: Seeks to Hire Haller Colvin as Bankruptcy Counsel
TRUTH DATA: Seeks Approval to Hire Kelly Owen as Special Counsel
TUNICA HOSPITALITY: Seeks to Hire Cochran Firm-Jackson as Counsel
VITAL PHARMACEUTICALS: Dec. 12, 2022 Claims Bar Date Set
WASHINGTON PLACE: Seeks Approval to Hire Public Adjuster
WILLISTON PARKS: S&P Raises 2012A Revenue Bonds Rating to 'BB-'
WYE RIVER: Seeks to Hire Steven H. Greenfeld as Bankruptcy Counsel
ZOHAR FUNDS: Sale of Stila Styles Subject to Chapter 11 Milestones
[^] Large Companies with Insolvent Balance Sheet
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130 BOWERY ACQUISITION: Seeks to Hire Kirby Aisner as Attorney
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130 Bowery Acquisition LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Kirby Aisner &
Curley, LLP as its attorneys.
The firm will render these services:
a. give advice to the Debtor with respect to its powers and
duties as a Debtor-in-Possession and 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 including, if need be, negotiations with the
creditors and other parties in interest;
c. prepare the necessary answers, orders, reports and other
legal papers required for the Debtor’s protection from its
creditors under Chapter 11 of the Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters pending
before the Court;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtor in connection with any potential
refinancing of secured debt;
g. represent the Debtor in connection with obtaining
post-petition financing, if necessary;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
i. 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.
KAC’s 2022 hourly rates for matters 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 amount of $26,738.
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 130 Bowery Acquisition
130 Bowery Acquisition LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-11109) on August 12, 2022, listing $50,000 in both assets and
liabilities.
Judge John P Mastando III presides over the case.
Dawn Kirby, Esq. at Kirby Aisner & Curley, LLP represents the
Debtor as counsel.
130 BOWERY ACQUISITION: Taps Fred L. Seeman as Special Counsel
--------------------------------------------------------------
130 Bowery Acquisition LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire The Law Offices
of Fred L. Seeman as its special litigation counsel.
The firm will render these services:
a. Represent the Debtor in litigation issues;
b. Advise the Debtor's bankruptcy counsel in connection with
non-bankruptcy legal issues related to the chapter 11 case;
c. Attempt to reach a consensual resolution of all disputes,
including potentially through the Court's mediation process;
d. Represent the Debtor in negotiations and all aspects of
sale up to and through closing of real estate restructuring if new
capital is to be utilized.
e. Represent the Debtor in negotiations of all lease terms
and, or, vacatur with the existing tenant.
f. Represent the Debtor at trial, if necessary.
The Law Offices of Fred L. Seeman will charge $400 per hour for its
services.
Fred Seeman, Esq., at the Law Offices of Fred L. Seeman, disclosed
in a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Fred L. Seeman, Esq.
The Law Offices of Fred L. Seeman
32 Broadway, Suite 1214
New York, NY 10004
Tel: (212) 608-5000
Email: fred@seemanlaw.com
About 130 Bowery Acquisition LLC
130 Bowery Acquisition LLC sought protection for relief under
CHapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-11109) on August 12, 2022, with up to $50,000 in both assets and
liabilities. Judge John P Mastando III presides over the case.
Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP and The Law Offices
of Fred L. Seeman represent the Debtor as bankruptcy counsel and
special litigation counsel, respectively.
4E BRANDS: Unsecureds' Recovery Hiked to 21% to 25% in Plan
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4E Brands Northamerica LLC submitted a First Amended Combined
Disclosure Statement and Joint Plan of Liquidation dated October
25, 2022.
The Plan is a liquidating plan. The Debtor ceased operating its
business prior to the Petition Date and is winding down, including,
first and foremost, by facilitating the destruction of adulterated
hand sanitizer as required by federal regulations following a
voluntary recall pursuant to the Order Authorizing the Debtor's
Destruction Process.
The Plan provides that the Plan Agent will administer and liquidate
all remaining property of the Debtor, including the proceeds of a
compromise pursuant to Bankruptcy Rule 9019 that the Debtor
negotiated with its parent and DIP Lender, 4E Global S.A.P.I. de
C.V. ("4E Global"), as well as the Official Committee of Unsecured
Creditors (the "Committee"), to settle any and all claims the
Debtor and the individual members of the Committee hold against 4E
Global (the "4E Global Settlement").
On October 14, 2022, the Debtor, the Committee, and 4E Global
mediated in person before the Honorable Judge Christopher Lopez
with mediation discussions continuing for approximately the next
week. Ultimately, these discussions culminated in the 4E Global
Settlement, the terms of which are incorporated in this amended
Plan.
The 4E Global Settlement, provides that in exchange for the
releases provided in this Plan, 4E Global agreed to: (a) forgive
the full amount of the outstanding DIP Loan (anticipated to
ultimately be approximately $4.6 million) and the full amount of
approximately $23.5 million in intercompany transfers it made to
the Debtor following the recall and prior to the Petition Date; (b)
payment of 100% of all costs associated with the transportation and
destruction of inventory (and, if such costs are ultimately less
than $2.225 million, any unspent funds may be allocated (in the
Debtor's sole discretion) to the Wind Down Amount or the payment of
Allowed Claims); (c) provide cash up to a cap of $300,000 to fund
wind-down costs, such as post-confirmation rent, quarterly U.S.
Trustee fees, and professional fees; (d) provide cash up to a cap
of $300,000 to supplement the payment of Administrative Expense
Claims, Secured Claims, and Priority Claims under this Plan; (e)
provide cash up to a cap of $100,000 to cover any amounts, such as
deductibles, with respect to Covered Personal Injury Claims to fund
the Insurance Deductible Pool; and (f) $2.6 million to fund the GUC
Pool. The 4E Global Settlement brings into the Estate approximately
$4.9 million in additional cash to satisfy Claims and administer
the wind down of the Estate and forgives approximately $27.7
million in debt.
Further, pursuant to the 4E Global Settlement, the members of the
Committee have agreed to support confirmation of the Plan, submit
amended votes in favor of the Plan, withdraw the Committee's
objection to confirmation, and consent to third party releases of
4E Global and certain related parties. The Committee also
recommends that Holders of Claims eligible to vote on the Plan
submit votes (or change already submitted votes) to accept the
Plan.
Class 3 consists of all Covered Personal Injury Claims. On the
Effective Date of the Plan, the automatic stay and the injunction
imposed by the Plan, as applicable, shall be modified on a limited
basis, solely to permit each Holder of a Covered Personal Injury
Claim to continue or commence an action in state or federal court
against the Debtor in order to determine whether the Debtor has any
liability on account of such Covered Personal Injury Claim and, if
so, the amount of such Covered Personal Injury Claim as of the
Petition Date, with the defense and settlement of such claims
controlled exclusively by the applicable Insurer(s) under the terms
of the applicable Insurance Policies.
In the event there is a settlement or final, non-appealable
judgment of a Covered Personal Injury Claim, such Covered Personal
Injury Claim shall be Allowed under the Plan. All settlements must
have the consent of the applicable Insurer(s). After the
adjudication or settlement of all Covered Personal Injury Claims,
on the applicable Distribution Date, each holder of an Allowed
Covered Personal Injury Claim shall receive:
* if the aggregate amount of Allowed Covered Personal Injury
Claims is greater than the remaining available insurance limits
under the applicable Insurance Policies, their pro rata share of
the total coverage available under the Debtor's Insurance Policies
or if the aggregate amount of Allowed Covered Personal Injury
Claims is less than the remaining available insurance limits under
the applicable Insurance Policies, 100% of their Allowed Covered
Personal Injury Claim, which, in either event, shall be paid
directly by the applicable Insurer(s) under the applicable
Insurance Policies to the Holder of an Allowed Covered Personal
Injury Claim, and (ii) their pro rata share of the Insurance
Deductible Pool, up to the per-claim deductible applicable to such
Allowed Covered Personal Injury Claim, to be remitted to the Holder
of the Allowed Covered Personal Injury Claim by the applicable
Insurer(s) or the Debtor, as applicable; provided that under no
circumstances shall a Holder receive more than 100% of the Allowed
amount of such Holder's Allowed Covered Personal Injury Claim as of
the Petition Date or postpetition interest on such Claim, and
* standing to pursue any cause of action of the Debtor against
an Insurer for non-payment of the foregoing treatment.
For the avoidance of doubt, if the aggregate amount of Allowed
Covered Personal Injury Claims exceeds the available insurance
proceeds under the applicable Insurance Policies, no Insurer shall
be required to fund any amount in excess of the limits of the
applicable Insurance Policy; and if the aggregate amount of Allowed
Covered Personal Injury Claims is less than the available insurance
proceeds under the applicable Insurance Policy, no Insurer shall be
required to fund any amount in excess of the aggregate amount of
the Allowed Covered Personal Injury Claims.
Class 4 consists of all General Unsecured Claims. On the applicable
Distribution Date, each Holder of an Allowed General Unsecured
Claim will receive (i) its Pro Rata share of the GUC Pool and (ii)
a waiver of any Avoidance Action against such Holder. Claims in
Class 4 are Impaired. The allowed unsecured claims total $10.6 -
$12.6 million. This Class will receive a distribution of 21-25% of
their allowed claims.
Except as otherwise provided in the Plan, or any agreement,
instrument, or other document incorporated herein or therein, on
the Effective Date, the Assets shall revest in the Estate for the
purpose of liquidating the Estate, free and clear of all Liens,
Claims, charges, or other encumbrances. On and after the Effective
Date, the Debtor may, at the direction of the Plan Agent, and
subject to the Confirmation Order, use, acquire, or dispose of
property, and compromise or settle any Claims, Interests, or Causes
of Action without supervision or approval by the Bankruptcy Court
and free of any restrictions of the Bankruptcy Code or Bankruptcy
Rules.
On and after the Effective Date, the Debtor shall continue in
existence for purposes of (a) resolving Disputed Claims, (b) making
distributions on account of Allowed Claims as provided hereunder,
(c) establishing and funding the Disputed Claims Reserves, (d)
filing appropriate tax returns, (e) liquidating all assets of the
Debtor and winding down the Estate, and (f) otherwise administering
the Plan.
Gatekeeper Provision
No party may commence, continue, amend, or otherwise pursue, join
in, or otherwise support any other party commencing, continuing,
amending, or pursuing, a claim or cause of action of any kind
against any Released Party that arose or arises from or is related
to the claim or cause of action without first (i) requesting a
determination from the Bankruptcy Court, after notice and a
hearing, that such claim or cause of action represents a colorable
claim against a Released Party and is not a claim that the Debtor
released under the Plan, which request must attach the complaint or
petition proposed to be filed by the requesting party and (ii)
obtaining from the Bankruptcy Court specific authorization for such
party to bring such claim or cause of action against any such
Released Party.
A full-text copy of the First Amended Combined Disclosure Statement
and Plan dated October 25, 2022, is available at
https://bit.ly/3Fv1AoU from STRETTO, claims agent.
Counsel for the Debtor:
Matthew D. Cavenaugh
Veronica A. Polnick
Genevieve M. Graham
Javier Gonzales
JACKSON WALKER L.L.P.
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
Email: vpolnick@jw.com
Email: ggraham@jw.com
Email: jgonzales@jw.com
About 4E Brands North America
4E Brands North America manufactured personal care and hygiene
products. Its brand name products include Blumen Hand Sanitizer,
Assured Hand Sanitizer, and various other hand sanitizers and hand
soaps. It is no longer operating.
4E Brands North America sought Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 22-50009) on Feb. 22, 2022. In the
petition filed by David Dunn as chief restructuring officer, 4E
Brands North America estimated assets up to $50,000 and liabilities
between $10 million and $50 million.
The case is handled by Honorable Judge David R. Jones.
JACKSON WALKER, led by Matthew D. Cavenaugh, is the Debtor's
counsel, and STRETTO is the claims agent.
772 & 720 HOLDING: Seeks to Hire Kirby Aisner & Curley as Counsel
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772 & 720 Holding LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire Kirby Aisner & Curley,
LLP as its legal counsel.
The firm will render these services:
a. give advice to the Debtor with respect to its powers and
duties and 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 including, if need be, negotiations with the
creditors and other parties in interest;
c. prepare the necessary answers, orders, reports and other
legal papers required for the Debtor’s protection from its
creditors under Chapter 11 of the Bankruptcy Code;
d. appear before the bankruptcy court to protect the interest
of the Debtor and to represent the Debtor in all matters pending
before the court;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtor in connection with any potential
refinancing of secured debt;
g. represent the Debtor in connection with obtaining
post-petition financing, if necessary;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
i. 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.
Kirby's 2022 hourly rates 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 amount of $26,738.
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.
Julie Cvek Curley, Esq.
Kirby Aisner & Curley LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Telephone: (914) 401-9500
Email: dkirby@kacllp.com
jcurley@kacllp.com
About 772 & 720 Holding
772 & 720 Holding LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)).
772 & 720 Holding LLC filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42435) on Sept.
30, 2022. In the petition filed by Bao Zhi Liu, as managing member,
the Debtor reported between $10 million and $50 million in both
assets and liabilities.
The Debtor is represented by Kirby Aisner & Curley, LLP.
85 FLATBUSH: TH Holdco Plan Confirmation Affirmed on Appeal
-----------------------------------------------------------
In the appealed case In re 85 FLATBUSH RHO MEZZ LLC, et al.,
Debtors. 85 FLATBUSH RHO MEZZ LLC, et al., Debtors-Appellants, v.
TH HOLDCO LLC, Appellee. 85 FLATBUSH MEZZ LLC, Creditor-Appellant,
v. TH HOLDCO LLC, Appellee, Case Nos. 22-CV-6241 (CS), 22-CV-6233
(CS), (S.D.N.Y.), the U.S. District Court for the Southern District
of New York affirms the order confirming TH Holdco LLC's Second
Amended Chapter 11 Plan.
On appeal, 85 Flatbush RHO Mezz LLC ("Debtor") and 85 Flatbush Mezz
LLC ("Mezz Lender") argues that the bankruptcy court erred in: (A)
confirming the TH Holdco Plan prior to adjudication of the
Adversary Proceeding; (B) in finding that the TH Holdco Plan need
not satisfy 11 U.S.C. Section 1129(a)(8); (C) in finding that the
TH Holdco Plan was proposed in good faith under 11 U.S.C. Section
1129(a)(3); and in finding that TH Holdco was a good faith
purchaser under 11 U.S.C. Section 363(m).
The Court finds that Judge Drain did not err in confirming the TH
Holdco Plan over Mezz Lender's objections related to the Adversary
Proceeding because at the time of the Confirmation Order, Mezz
Lender had not shown that (a) there was a breach, whether the
breach would entitle it to relief, or what the appropriate relief
would be; and (b) it would be irreparably harmed by confirmation,
as it remained (and remains) free to pursue, and seek recovery in,
the Adversary Proceeding or a lawsuit in another court.
The Court concludes that Judge Drain did not err in confirming the
plan over Mezz Lender's objection pursuant to Section
1129(a)(8)—which provides that each class of claims or interests
must accept the plan unless the class is not impaired under the
plan. The Court considers the appropriateness of Judge Drain's
holdings at the Confirmation Hearing that Mezz Lender "has not
established a basis to relieve it of its obligations under Section
9(d) of the Intercreditor Agreement" and that therefore "its vote
which it submitted notwithstanding that provision, would not be
counted." Also, Mezz Lender concedes that, generally, Section 9(d)
permits TH Holdco to vote on behalf of Mezz Lender for purposes of
confirming a chapter 11 plan of reorganization.
The Court finds that Judge Drain considered the declarations of
both Isaac Hager (an equity holder in Debtors' parent company) and
Franco Famularo (Ohana Real Estate Investors LLC's chief investment
officer), as well as Famularo's testimony during the Confirmation
Hearing, in deciding whether TH Holdco acted in good faith, and
ultimately decided that Famularo's version of events was more
credible than Hager's and that TH Holdco did not mislead the
Debtors in purchasing the Senior Loan from Original Lender.
Besides, the Debtors have not provided any reason to regard those
factual findings as clearly erroneous. In addition, the Court finds
that Famularo's decision to end communications with Hager—after
the latter's request to reserve $20 million for the Debtors'
owners—was a reasonable response to a request that Famularo
deemed neither feasible nor reasonable. As Judge Drain observed, if
anyone was acting in bad faith during this process, it was Hager,
who attempted to circumvent Jones Lang LaSalle Americas, Inc.'s
("JLL") sales process by working with Famularo independently while
JLL was marketing the Property. Accordingly, the Court concludes
that the bankruptcy court did not err in finding that the TH Holdco
Plan was proposed in good faith.
To determine a purchaser's good faith, the Court cites Licensing by
Paolo, Inc. v. Sinatra (In re Gucci), 126 F.3d 380, 390 (2d Cir.
1997), where it was held that courts look to "the integrity of his
conduct during the course of the sale proceedings; where there is a
lack of such integrity, a good faith finding may not be made." In
the case at bar, Judge Drain explicitly found that as of
Confirmation Hearing, TH Holdco had not engaged in misconduct,
"didn't violate any non-disclosure agreements," and did not appear
to have "violated any promise of commitment to the debtor or the
debtor's owner." Moreover, Judge Drain explicitly noted at the
Confirmation Hearing that Debtors could still challenge TH Holdco's
ability to credit bid for cause if TH Holdco exhibited misconduct
during the auction process. Accordingly, the Court concludes that
to allow the Debtors to both seek disqualification of TH Holdco on
Section 363(k) grounds and attempt to vacate the Confirmation Order
on the basis that the bankruptcy court should not have applied
Section 363(m) would be inequitable.
The Court finds that the TH Holdco Plan provides for the sale of
the Property to (1) TH Holdco at the price of TH Holdco's credit
bid, or (2) to another bidder who submits a higher bid through the
auction approved by the Bankruptcy Court. In light of this process,
Judge Drain determined that the value of the Property was
irrelevant to TH Holdco's credit bid because a secured creditor is
permitted to bid its full claim, including post-petition interest.
Thus, for purposes of TH Holdco's bid, Judge Drain concluded that
"it doesn't matter how they value the property." In addition, the
Debtors fail to explain how Judge Drain abused his discretion in
determining that their "stale" appraisal was irrelevant given that
JLL had already received bids rendering the $72 million figure
obsolete. Hence, the Court concludes that the bankruptcy court did
not err in determining that a formal valuation hearing was
unnecessary to confirm the TH Holdco Plan.
A full-text copy of the OPINION & ORDER dated Oct. 20, 2022, is
available at https://tinyurl.com/ebw75jat from Leagle.com.
About 85 Flatbush RHO Mezz
85 Flatbush RHO Mezz LLC is the 100% owner of 85 Flatbush RHO Hotel
LLC and 85 Flatbush RHO Residential LLC. RHO Hotel and RHO
Residential collectively own the property located at 85 Flatbush
Extension, Brooklyn, N.Y.
The property is a 132,641-square-foot, 12-story, mixed use property
consisting of a 174-room boutique hotel on the first six floors
known as the Tillary Hotel Brooklyn, a 58,652-square-foot 64-unit
luxury multi-family building and a 5,642-square-foot parking
garage. The residential component of the property has nine studios,
26 one-bedroom units and 29 two-bedroom units.
85 Flatbush RHO Mezz and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-23280) on Dec. 18, 2020. In its petition, 85 Flatbush RHO Mezz
disclosed between $50 million and $100 million in both assets and
liabilities.
Judge Robert D. Drain oversees the cases.
Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck P.C., is the Debtor's legal counsel.
ADVANCED REIMBURSEMENT: Creditors to Get Proceeds From Liquidation
------------------------------------------------------------------
Advanced Reimbursement Solutions, LLC, and American Surgical
Development, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a Disclosure Statement describing Chapter 11
Plan dated October 25, 2022.
ARS is a medical claims billing company that specializes in
handling out-of-network medical claims to insurance
companies/payors on behalf of various types of medical providers.
ASD is a marketing company that operated as a complement to ARS.
ASD introduced providers to ASD-affiliated medical facilities and
gave the option for external providers to refer their patients to
ASD-affiliated medical facilities.
The factors leading to the Debtors' bankruptcy filing include,
without limitation, the litigations between the Debtors and both
Aetna and United in separate proceedings (including the cost of
counsel), concerns regarding the propriety of certain aspects of
the Debtors' business practices, the substantial loss of customers
by ARS and ASD, and circumstances relating to the Covid pandemic.
Prior to the Petition Date, the Debtors entered into a Plan of
Liquidation Support Agreement ("PSA") with Aetna, United, and the
Maldonado Parties. Pursuant to the PSA, the Debtors, Maldonado
Parties, Aetna and United are to engage in good-faith mediation in
an effort to resolve the Debtors' Causes of Action, and United and
Aetna's own claims against Maldonado Parties. The parties
subsequently scheduled a two-day mediation to occur on November
29-30, 2022, in front of the Honorable Judge Collins. Judge Collins
has set a deadline of Nov. 18, 2022, for related briefing.
The Debtors determined that an orderly winddown and liquidation
would preserve the greatest value for Creditors due to the Creditor
Litigation and substantial loss of revenue and clientele.
Recognizing the importance of a consensual winddown and plan
confirmation, the Debtors undertook substantial efforts to resolve
their disputes with Aetna and United through these proceedings.
Fortunately, the Debtors have no secured creditors, so the Debtors
and/or the Liquidating Trustee will be able to liquidate the
Debtors' unencumbered Property for distribution to the Debtors'
Unsecured Creditors. The Debtors believe a chapter 11 winddown will
yield a substantially better return to Creditors than they would
receive in chapter 7.
The Debtors are liquidating their assets. As of October 25, 2022,
the Debtors currently hold free and clear cash in the total amount
of approximately $141,783.47.
This Plan is a liquidating chapter 11 plan and provides the Debtors
and then the Liquidating Trustee will liquidate all assets for the
benefit of creditors.
Class 2 consists of two subclasses comprising all Allowed Unsecured
Claims. After payment of or reservation for Administrative Claims
and Class 1 Claims, the Liquidating Trustee shall distribute a pro
rata share of all funds to all Class 2 Claimants in accordance with
the Liquidating Trust Agreement. Payments shall be made in
accordance with the Liquidating Trust Agreement, and all payments
shall be made no later than the fifth year anniversary of the
Effective Date, unless the Liquidating Trustee obtains an order of
this Court extending this deadline. Class 2 Claims shall not accrue
interest.
Class 2.1 is the TPP unsecured subclass (the "TPP Class") comprised
of (i) the Allowed Claims of Aetna and United and (ii) any other
TPPs that may timely file a proof of Claim, which Allowed Claims in
(i) and (ii) shall not be subject to set-off, recoupment, reduction
or counterclaims of any nature. TPPs that have timely filed proofs
of claims shall have an Allowed Claim equal to the amount
determined in accordance with the Formula.
Holders of Allowed Claims in the TPP Class shall receive
distributions from the Liquidating Trust Assets, other than
proceeds of any Payor Receivables. The Debtors shall use any
proceeds of Payor Receivables to pay the Allowed Administrative
Claims and Allowed Priority Claims. The Liquidating Trustee shall
use any of the proceeds of Payor Receivables to pay the post
Effective Date expenses of the Liquidating Trust. To the extent
that there are insufficient Liquidating Trust Assets to make a full
pro rata distribution to the TPPs holding Allowed Claims given the
foregoing restriction, then such holders shall receive as much of
its/their pro rata distribution as possible using Liquidation Trust
Assets other than Payor Receivables.
Class 2.2 consists of all Allowed Unsecured Claims that are not
entitled to classification in the TPP Class or any other Class of
Claims ("Ramaining Unsecured Class"). Like the TPP Class, the
Remaining Unsecured Class shall receive its pro rata share of
distributions paid to the Allowed Class 2 Claims. The Remaining
Unsecured Class includes the Claim of the Small Business
Administration ("SBA"), which is contingent due to the Debtors'
pending applications for forgiveness of the debt underpinning its
Claim. Any and all distributions intended for the SBA's Claim shall
be held in the Disputed Claim Reserve pending complete adjudication
of the Debtors' applications for loan forgiveness.
Class 3 consists of TPP Subordinated Class. After payment of or
reservation for payment in full of the Allowed Administrative
Claims, Allowed Class 1 Claims, and Allowed Class 2 Claims, the
Liquidating Trustee shall distribute a pro rata share of all funds
to all Class 3 Claimants with an Allowed subordinated Claim in
accordance with the Liquidating Trust Agreement and as provided
herein. Payments shall be made in accordance with the Liquidating
Trust Agreement, and all payments shall be made no later than the
fifth year anniversary of the Effective Date, unless the
Liquidating Trustee obtains an order of this Court extending this
deadline. Class 3 Claims shall not accrue interest.
Class 4 consists of Equity Interests. There shall be no
distribution on account of Class 4 Equity Interests. Upon the
Effective Date, the Equity Interests will be deemed cancelled and
will cease to exist. Holders of Equity Interests will receive no
distribution under the Plan and therefore are deemed to have
rejected the Plan. Accordingly, Holders of Equity Interests are not
entitled to vote.
The Plan will be funded from the Liquidating Trust Assets,
including among other things, the Debtors' cash, accounts
receivable, Causes of Action under Chapter 5 of the Bankruptcy
Code, insurance proceeds, and proceeds from the Employee Retention
Tax Credit benefit. To the extent the Debtors are entitled to a
federal or state tax refund, any amounts refunded shall also be
included in the Liquidating Trust Assets.
On the Effective Date, the Debtors shall cease to exist and the
Debtors' remaining Property interests shall be assigned to and
vested in the Liquidating Trust subject to the terms of the Plan
and the Liquidating Trust Agreement. The Liquidating Trustee shall
continue the liquidation of the Debtors' Property under terms of
the Liquidating Trust Agreement.
A full-text copy of the Disclosure Statement dated Oct. 25, 2022,
is available at https://bit.ly/3TOI1w8 from PacerMonitor.com at no
charge.
Attorneys for Debtors:
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 their chief
restructuring officer, Bryan Perkinson, 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.
AG BROTHERS: Seeks to Hire Allan D. NewDelman as Legal Counsel
--------------------------------------------------------------
AG Brothers' Food Restaurants LLC seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Allan D.
NewDelman, P.C. to serve as legal counsel in its Chapter 11 case.
The firm's hourly rates are as follows:
Allan D. NewDelman, Esq. $475
Roberta J. Sunkin, Esq. $395
Paralegals $150 to $200
NewDelman will also be reimbursed for out-of-pocket expenses
incurred.
Allan NewDelman, Esq., disclosed in a court filing that his firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Allan D. NewDelman, Esq.
Allan D. Newdelman, P.C.
80 East Columbus Avenue
Phoenix, AZ 85012
Tel: (602) 264-4550
Email: anewdelman@adnlaw.net
About AG Brothers' Food Restaurants
AG Brothers' Food Restaurants, LLC --
http://www.mariscoselnuevoaltata.com/-- owns and operates a
restaurant specializing in Mexican cuisine.
AG Brothers' Food Restaurants filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 2:22-bk-06667) on Oct. 4, 2022. In the petition filed by
Guadalupe M. Galaviz Quiroz, as managing member, the Debtor
reported between $1 million and $10 million in both assets and
liabilities.
Dawn Maguire has been appointed as Subchapter V trustee.
The Debtor is represented by Allan D. Newdelman, P.C.
AMERICAN DE ROSA: Trustee Selling Personal Property for $30K
------------------------------------------------------------
Harold A. Corzin, the Chapter 7 Trustee of American De Rosa
Lamparts, LLC, and its affiliates, asks the U.S. Bankruptcy Court
for the Northern District of Ohio, Eastern Division, to approve his
private sale of the following:
a. certain property in the showroom in Dallas Market Center
located at 2100 N. Stemmons, Dallas, Texas 75207 ("Dallas Showroom
Display Items") to Michael Verastique for $10,000; and
b. inventory in a warehouse in a Houston, Texas owned by
Liberty Property Limited Partnership and located at 10735 West
Little York Road, Houston, Texas 77041 ("Houston Inventory") to
Lonestar Electric Supply for $20,000.
The Debtor was in the business of selling certain residential fans,
lighting fixtures, and related parts and products.
To the best of the Trustee's knowledge and belief, PNC Bank, NA has
the first and best lien on substantially all of the Debtor's
tangible and intangible property. Additionally, Resilience Capital
Partners IV & IV-A allege a second lien on the tangible and
intangible property of the Debtor.
PNC is under secured and the liquidation of the Debtor's inventory
and collection of the accounts receivable will be insufficient to
satisfy the outstanding indebtedness owed by the Debtor to PNC.
Despite the relief from stay being obtained by PNC, PNC is not
going to liquidate the Dallas Showroom Display Items the Houston
Inventory.
The Trustee believes the cost associated with moving said items was
impractical and, hence, PNC chose to assign its interest to him so
to allow him to obtain whatever benefit that may be available to
the within bankruptcy estate. He sought the employment of Ronald
Roman of Ronald Roman Auction Co., Ltd. to do a virtual appraisal
of the Houston Inventory and the Dallas Showroom Display Items.
The Report of Appraiser for the Houston Inventory was filed Sept.
27, 2022, and the Report of Appraiser for the Dallas Showroom
Display Items was filed Sept. 29, 2022.
Roman appraised the Houston Inventory between $145,095 and
$193,460. The landlord for the Houston, Texas warehouse, Liberty
Property Limited Partnership has alleged an administrative claim
for the storage of the Houston Inventory and in the event of a
liquidation by the Trustee. Liberty has demanded an amount of no
less than $87,000 to be paid as Chapter 7 administrative rent for
the use of the warehouse space.
Roman appraised the Dallas Showroom Display Items between $9,000
and $12,000, however the landlord, Dallas Market Center, demanded
compensation for Chapter 7 administrative rents. The administrative
rents allegedly exceed the value of Dallas Showroom Display Items.
The Trustee has received an offer from Lonestar to purchase the
Houston, Texas inventory for the net amount of $20,000. The
offeror is a current tenant of Liberty. Movant has negotiated with
Liberty and Lonestar, and Liberty has agreed to take 50% of the
amount offered by Lonestar, to wit: $45,000 less $5,000 to be paid
to a buyer's agent/facilitator. Hence, a division of the net
$40,000: $20,000 to the Trustee for the benefit of the within
estate, and $20,000 to Liberty. Liberty has agreed to accept said
$20,000 as administrative rent and has agreed not make further
requests for any Chapter 7 administrative expenses or
administrative payment demands as set forth in the compromise with
Liberty filed contemporaneously with the Motion.
With regard to the Dallas Showroom Display Items, the Trustee has
received an offer of $10,000 from Verastique and the landlord has
agreed to accept 50% of that amount in full satisfaction of any
administrative claim in this Chapter 7 proceeding. He believes
that predicated upon the relatively low appraised value for the
Dallas Showroom Display Items and the willingness of the landlord
to accept the division of proceeds, that a sale of $10,000 with
$5,000 being paid to the landlord and $5,000 paid to the Trustee
for the benefit and best interest of the estate.
The Trustee seeks to sell the Houston Inventory and Dallas Showroom
Display Items free and clear of all liens, encumbrances and other
interests. He states that with the assignment from PNC that the
liquidation of this property for the benefit of the within estate
free and clear of any junior liens, and specifically the lien of
Resilience Capital Partners IV & IV-A.
About American De Rosa Lamparts, LLC
American De Rosa Lamparts, LLC offers a collection of both
residential lighting fixtures, commercial and industrial lighting
fixtures, along with an expansive line of ceiling fans.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-50654) on June 8,
2022. In the petition signed by Amit Dixit, chief financial
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Alan M. Koschik oversees the case.
Marc B. Merklin, Esq., at Brouse McDowell, LPA is the Debtor's
counsel.
APR OPERATING: Bank Debt Trades at 96% Discount
-----------------------------------------------
Participations in a syndicated loan under which APR Operating LLC
is a borrower were trading in the secondary market around 3.6
cents-on-the-dollar during the week ended Fri., October 28, 2022,
according to Bloomberg's Evaluated Pricing service data.
The $250.0 million facility is a term loan. The loan is scheduled
to mature on May 25, 2024. As of October 28, 2022, the amount is
fully drawn and outstanding.
APR Operating LLC is a privately held exploration and production
company focused on the acquisition and development of oil and gas
properties in the Permian Basin.
ARBORETUM CROSSING: Trustee Selling Shopping Center in Austin
-------------------------------------------------------------
Laurie Dahl Rea, the trustee appointed in the Chapter 11 case of
Arboretum Crossing, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to sell the shopping center
known as "Arboretum Crossing," consisting of real property and
improvements located at 9333-9401 Research Boulevard, U.S. Hwy. 183
and MoPac Expressway, in Austin, Texas.
Before filing the Bankruptcy Case, the Debtor owned and operated
the Arboretum Crossing. Notwithstanding the fact that the Property
is located in a very heavily trafficked area, as of the filing of
the Motion, the Property is largely vacant with an estimated
commercial occupancy of approximately 36%.
The Property is currently encumbered by a secured lien in favor of
the Debtor's post-petition lender, KL Horns Up, LLC. As of Sept.
1, 2022, the DIP Lender was owed approximately $43.4 million;
however, as the DIP loan is in default, it is accruing default
interest corresponding to a daily accrual rate of approximately
$16,773.81.
The Trustee does not have sufficient funds in the estate to satisfy
the obligations owed to the DIP Lender; however, given the current
market, and the prime location of the Property in the Austin
metroplex, she believes that there is considerable equity in the
Property. As such, she believes that a sale of the asset free and
clear of liens, claims, and encumbrances will not only generate
proceeds sufficient to repay the DIP Lender but will also result in
significant funds for the bankruptcy estate.
The Trustee seeks to sell the Property to the highest and / or best
bidder by live auction at a hearing before the Court (on a date to
be determined), with the sale to be "as is, where is," with no
representations or warranties whatsoever except as to title. At
the Auction, prospective purchasers who are Qualified Bidders will
be presented by the Broker and / or the Trustee.
The key terms of the sale are:
- Sale to be conducted by live auction;
- Auction participation limited to Qualified Bidders;
- Starting bid at auction to be $53.5 million;
- Equity owner entitled to "right of first refusal" following
auction;
- Sale to be "as is, where is," with no representations or
warranties except as to title; and
- Buyer will be deemed a "good faith purchaser."
- Initial Bid: $53.75 million
- Bid Increments: $250,000
- The DIP Lender is automatically determined to be a Qualified
Bidder entitled to participate in the Auction.
The key dates of the sale are:
- Bid procedures hearing: TBD
- (1%) deposit due: Five business days prior to Auction date
- Proof of ability to close due: Five business days prior to
Auction date
- Revised purchase agreement due: Five business days prior to
Auction date
- Auction date: TBD
As part of the Bid Procedures, the Trustee asks the Court to limit
the participation of the current equity owner(s) and/or any
affiliate of Natin Paul as follows:
(a) The current equity owner(s) of the Property will be
granted a right of first refusal ("ROFR").
(b) The ROFR will extend to Rising Tide, LLC, or any
affiliate of Natin Paul ("ROFR Entity"), although in no instance
will the ROFR be applicable to more than one entity.
(c) After the Court approves the Winning Bidder and any
Backup Bidder, the ROFR Entity may exercise the option to outbid
the Winning Bidder by bidding $1 million more than the Winning
Bidder at the Auction.
(d) The ROFR Entity's intention to exercise the ROFR must be
made known, in open court, at the conclusion of the Auction.
(e) If the ROFR Entity exercises the ROFR, it will have 10
days from the conclusion of the Auction to close its purchase of
the Property or otherwise fund the acquisition of same.
(f) If the ROFR Entity fails to timely close or otherwise
fund the acquisition of the Property, the Trustee will move to
close with the Winning Bidder.
The Winning Bidder must close within 30 days of the determination
of whether or not the ROFR will be executed. In other words, if
the ROFR is forfeited at the conclusion of the Auction, the Winning
Bidder must close 30 days of the conclusion of the Auction. If the
ROFR is exercised but the ROFR Entity fails to close, the Winning
Bidder has 30 days from receiving notice that the ROFR Entity will
not close to close on the Property. If the ROFR Entity fails to
timely close, the Trustee will file a notice on the docket in
this case, notifying parties of the ROFR Entity's failure to close
and the Trustee's intention to move forward with the Winning
Bidder.
If the Winning Bidder fails to close within 30 days, the Trustee
will file a notice with the Court and proceed to closing with the
Backup Bidder. The Backup Bidder will have 30 days, counting from
the filing date of the Notice of Non-Closure regarding the Winning
Bidder, to close. If the Backup Bidder fails to close, the Trustee
will proceed to close with the Stalking Horse Bid.
The Trustee requests authority to pay the DIP Lender's secured
claim, in full, at closing, including any applicable taxes and
closing costs. She further requests authority to pay Colliers'
commission and marketing expenses at closing as specifically
outlined in the Amended Application to Employ Colliers
International North Texas, LLC as Real Estate Brokers and Order
pertaining thereto.
Within three business days after the Court enters an order
approving the Bid Procedures in this Motion, the Trustee will serve
the Bid Procedures Order and exhibits thereto on the Notice
Parties. Within three business days after the Court enters the Bid
Procedures Order, the Trustee will serve the Assumption Notice.
In the Motion, the Trustee seeks the Court's approval in two steps.
First, she requests a hearing on, and approval of, the bid
procedures, including the form and manner of notice of the sale and
the assumption and assignment of certain executory contracts and
unexpired leases pertaining to the Property.
Second, she requests a (second) hearing at which the Court will
preside over an auction and approve her sale of the Property,
including the assumption and assignment of certain executory
contracts and unexpired leases, to the highest and / or best bidder
free and clear of liens, claims, and encumbrances, as documented by
a sale order. She asks that the Sale Order also grants her the
authority to pay certain closing expenses, fees, and the broker's
commission from the sales proceeds at closing. The proposed sale
will be "as is, where is," with no representations or warranties
whatsoever, except as to title.
Third, the Trustee requests that she be permitted to reject as an
executory contract the Amended and Restated Reciprocal Easement
Agreement ("REA"), which purportedly encumbers the Property.
Finally, she requests that any order approving the Motion be
effective immediately, thereby waiving the 14-day stay imposed by
Bankruptcy Rule 6004 and 6006.
A copy of the Agreement is available at
https://tinyurl.com/2p93ysev from PacerMonitor.com free of charge.
About Arboretum Crossing
Arboretum Crossing, LLC is an Austin, Texas-based company engaged
in renting and leasing real estate properties.
Arboretum Crossing filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
21-10546) on July 6, 2021, listing up to $50 million in both
assets
and liabilities. Natin Paul, authorized agent, signed the
petition.
Judge Tony M. Davis oversees the case.
The Debtor tapped Mark H. Ralston, Esq., at Fishman Jackson
Ronquillo, PLLC as its legal counsel.
Laurie Dahl Rea, the Chapter 11 trustee appointed in the Debtor's
bankruptcy case, is represented by Rochelle McCullough, LLP. The
trustee tapped Lain, Faulkner & Co., PC as accountant.
ARSENAL RESOURCES: Capital Foundry Claim to Remaining Funds Denied
------------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon, on Wednesday Oct. 26,
2022, issued an opinion regarding summary judgment motions filed in
the adversary proceeding In re: ARSENAL RESOURCES DEVELOPMENT
HOLDINGS I LLC, Chapter 11, Reorganized Debtors. ARSENAL RESOURCES
LLC, et al., Plaintiffs, v. BAYOU CITY EQUIPMENT, LLC, et al.,
Defendants, Adv. Pro. No. 19-51169 (BLS), (Bankr. D. Del).
Judge Shannon grants the motion for summary judgment filed by
United Rentals (North America), Inc. and Gwinnup's Restoration and
Environmental Services, Inc., but denies the motion for summary
judgment filed by defendant Capital Foundry Funding, LLC.
Arsenal Resources LLC commenced this adversary proceeding—for
interpleader of funds in the amount of $1,371,569 ("Interpleader
Funds") over which various defendants have competing claims for
work performed under a construction contract. Through a series of
settlements and agreements, a good portion of the Interpleader
Funds have been paid to certain defendants, while the amount of
$223,408 remains.
Three defendants assert claims to the Remaining Funds: (1) Capital
Foundry Funding, LLC, (2) United Rentals (North America), Inc., and
(3) Gwinnup's Restoration and Environmental Services, Inc.
(Gwinnup).
Among other things, the Remaining Defendants have submitted the
following stipulated facts:
(1) the Debtor and Cofano Energy Services, LLC entered into the
Master Service Agreement (MSA) dated Jan. 30, 2019, for the
construction of the Pritt Well Connect Project located in West
Virginia;
(2) Cofano subcontracted with Gwinnup and United Rentals to
perform work on the Project (collectively, the Subcontractors);
(3) Gwinnup supplied labor and materials to Cofano for the
Project, and United Rentals provided rental equipment;
(4) Cofano has been defaulted in this Adversary Proceeding, and
no longer claims any interest in the interpleader funds except
through its assignee, Capital Foundry;
(5) the Subcontractors claim priority to the Remaining Funds
based on an equitable lien on such funds arising out of the supply
of labor and materials;
(6) Capital Foundry claims priority to the Remaining Funds
based on a Loan Agreement, Security Agreement and Promissory Note
between itself and Cofano, as well as an assignment of accounts
receivable from Cofano to Capital Foundry;
(7) United Rentals claims entitlement to $29,137, Gwinnup
claims entitlement to $194,271, and Capital Foundry claims
entitlement to $223,408 of the Remaining Funds.
The final issue before the Court is the allocation of the Remaining
Funds. Capital Foundry maintains that the Subcontractors could have
asserted mechanic's liens, and having failed to do so, they are now
improperly attempting to substitute an equitable remedy for one of
law.
The Court finds that the MSA contains a specific and standard
provision requiring Cofano to prevent any mechanic's liens from
being asserted against the property and permitting the owner to
withhold payment if subcontractors were unpaid. The Court holds
that the Subcontractors enjoy an equitable lien on the Remaining
Funds and are entitled to those monies ahead of Capital Foundry.
Citing the case of Williard, Inc. v. Powertherm Corp., 444 A.2d 93
(Pa. 1982), the Court believes that "equity and justice would
recognize the subcontractors' claims against the contract balance."
In Williard, the court held that the subcontractors maintained
superior rights to the funds because the original contract between
the general contractor and owner allowed the owner to withhold
funds until presented with satisfactory evidence of payment to
subcontractors.
A full-text copy of the OPINION dated Oct. 26, 2022, is available
at https://tinyurl.com/5n8pwrwy from Leagle.com.
About Arsenal Resources
Arsenal Resources -- http://www.arsenalresources.com/-- is an
independent exploration and production company headquartered in
Pittsburgh, Pennsylvania that is engaged in the acquisition,
exploration, development and production of natural gas in the
Appalachian Basin.
Arsenal Resources Development LLC and 16 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 19-12347) on Nov. 8,
2019, to implement terms of a prepackaged Chapter 11 plan of
reorganization.
Arsenal was estimated to have at least $500 million in assets and
liabilities as of the bankruptcy filing.
The Company is represented by Simpson Thacher & Bartlett LLP and
Young Conaway Stargatt & Taylor LLP, as legal counsel, PJT Partners
LP, as investment banker and Alvarez & Marsal North America, LLC,
as restructuring advisor.
AYTU BIOPHARMA: Inks Deal to Extend Term Loan Interest-Only Period
------------------------------------------------------------------
Aytu BioPharma, Inc. has entered into an agreement with Avenue
Venture Opportunities Fund, L.P. to extend the interest-only period
of the Company's existing senior secured loan facility held with
Avenue. This amendment to the original secured loan agreement,
which was executed in January 2022, extends the interest-only
period to January of 2024.
The maturity date of the Avenue secured loan is January 2025 and
remains subject to additional interest-only period extensions upon
the achievement of certain milestones by the Company. The
extension of the interest-only period will conserve cash and save
the Company over $3 million in calendar 2023 principal payments by
deferring those payments into 2024 and 2025. In exchange for this
extension, the Company and Avenue agreed to reset the exercise
price of the warrants issued in conjunction with the original loan
agreement to $0.43, corresponding to the warrant exercise price
associated with the Company's latest equity financing.
Josh Disbrow, chief executive officer of Aytu BioPharma, said, "We
appreciate the ongoing support of Avenue in extending the
interest-only period to help us preserve near-term cash and execute
on our operational plan. Avenue has been an exceptional partner
and has been supportive of the Company as we focus on growing our
commercial businesses and advancing our objectives in order to
achieve positive EBITDA in the first half of 2023."
Chad Norman, senior portfolio manager of the Avenue Venture Debt
Fund, commented, "We have been pleased with the progress of the
Aytu team in executing on its plan. We view this amendment as an
additional way to support the Company as they continue to grow the
business and ramp revenues."
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a specialty
pharmaceutical company with a growing commercial portfolio of
prescription therapeutics and consumer health products. The
company's primary prescription products treat attention deficit
hyperactivity disorder (ADHD) and other common pediatric
conditions. Aytu markets ADHD products Adzenys XR-ODT (amphetamine)
extended-release orally disintegrating tablets, Cotempla XR-ODT
(methylphenidate) extended-release orally disintegrating tablets,
and Adzenys-ER (amphetamine) extended-release oral suspension.
Aytu Biopharma reported a net loss of $110.17 million for the year
ended June 30, 2022, compared to a net loss of $58.29 million for
the year ended June 30, 2021. As of June 30, 2022, the Company had
$137.62 million in total assets, $91.53 million in total
liabilities, and $46.09 million in total stockholders' equity.
Denver, Colorado-based Plante & Moran, PLLC, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Sept. 27, 2022, citing that the Company's operations have
historically consumed cash and are expected to continue to consume
cash, which raises substantial doubt about the Company's ability to
continue as a going concern.
BRUCE ELIEFF: 9th Circuit Affirms Sale of Debtor's Residence
------------------------------------------------------------
In the appealed case In re: BRUCE ELIEFF, Debtor. CITI INVESTMENT
CAPITAL, INC., Appellant, v. HOWARD M. EHRENBERG, Chapter 11
Trustee, Appellee, Case No. 21-56177, (9th Cir.), the U.S. Court of
Appeals for the Ninth Circuit affirms the bankruptcy court's order
authorizing the sale of a residence -- which the court determined
as a property of the bankruptcy estate -- and renders this appeal
equitably moot.
Citi Investment Capital, Inc. appeals the district court's order
affirming the bankruptcy court's order authorizing the sale of a
residence. Citi suggests that the bankruptcy court abused its
discretion when it authorized the sale of the Property because
doing so while Citi's adversary proceeding was still pending
"failed to provide finality on the issue of ownership."
On the other hand, the Trustee asserts that this appeal is
equitably and statutorily moot because Citi did not seek a stay
pending appeal and the sale of the Property to a third party has
been consummated.
By operation of 11 U.S.C. Section 363(m) -- which provides that
reversal or modification of a sale order on appeal does not affect
the validity of a sale to a good-faith buyer unless the sale was
stayed pending appeal, the Ninth Circuit finds this appeal is
statutorily moot.
The Court agrees with the bankruptcy court's conclusion that "there
is no persuasive evidence that Citi holds any legally cognizable
claim to the Property." Though Citi was the winning bidder at a
non-judicial foreclosure sale of the Property prior to the Debtor
filing for bankruptcy, the foreclosure sale was invalid because the
lender accepted reinstatement of the Debtor's loan prior to the
sale. Consequently, title never passed to Citi, and under
California law, the only remedy available to Citi was the return of
its bid funds plus interest.
A full-text copy of the MEMORANDUM dated Oct. 25, 2022, is
available at https://tinyurl.com/ycf72ukj from Leagle.com.
About Bruce Elieff
Bruce Elieff sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 19-13858) on Oct. 2, 2019. The
Debtor tapped Couchot Law, LLP, as its legal counsel. On June 29,
2020, the Court appointed Howard M. Ehrenberg as chapter 11
trustee.
CANOPY GROWTH: Davis Polk Advised Lenders in Credit Amendments
--------------------------------------------------------------
Davis Polk advised certain lenders under Canopy Growth
Corporation's $750 million term loan credit facility in connection
with a reorganization of Canopy's U.S. assets, amendments to its
credit agreement and commencement of an offer to purchase and
prepay $187.5 million of the existing term loans.
Pursuant to the loan purchase offer, which was backstopped by Davis
Polk's client, Canopy agreed to tender $187.5 million of the
principal outstanding amount under the term loan facility at a
discounted price set at 93% of par to be made in two equal
payments: the first on November 10, 2022 and the second on April
17, 2022. The amendment executed in connection with the purchase
offer and the reorganization provides for, among other
modifications, reductions to the minimum liquidity covenant and the
establishment of a new $100 million delayed drawn term loan. As a
part of the asset reorganization transaction, Canopy created U.S.
holding companies with exchangeable shares meant to enable the
company to acquire full ownership of its U.S. cannabis investments
by 2026.
Canopy is a leading diversified cannabis and cannabinoid-based
consumer product company, offering product varieties in
high-quality dried flower, oil, infused beverages and other similar
products. Canopy has entered into the health and wellness consumer
industry spaces in the United States, Canada and Europe.
The Davis Polk restructuring team included partner Eli J. Vonnegut,
counsel Jon Finelli and associates Jonah A. Peppiatt and Mary
Kudolo. Partner Kara L. Mungovan and associate Tyler Scheiner
provided tax advice. All members of the Davis Polk team are based
in the New York office.
About Canopy Growth Corporation
Canopy Growth Corporation -- http://www.canopygrowth.com-- is a
diversified cannabis and cannabinoid-based consumer product
company, driven by a passion to improve lives, end prohibition, and
strengthen communities by unleashing the full potential of
cannabis. Leveraging consumer insights and innovation, the Company
offers product varieties in high quality dried flower, oil, softgel
capsule, infused beverage, edible, and topical formats, as well as
vaporizer devices by Canopy Growth and industry-leader Storz &
Bickel. The Company's global medical brand, Spectrum Therapeutics,
sells a range of full-spectrum products using its colour-coded
classification system and is a market leader in both Canada and
Germany. Through its Tweed and Tokyo Smoke banners, the Company
reaches its adult-use consumers and have built a loyal following by
focusing on top quality products and meaningful customer
relationships. Canopy Growth has entered into the health and
wellness consumer space in key markets including Canada, the United
States, and Europe through BioSteel sports nutrition, and This
Works skin and sleep solutions; and has introduced additional
federally-permissible CBD products to the United States through our
First & Free and Martha Stewart CBD brands.
Canopy reported a net loss of C$320.48 million for the year ended
March 31, 2022, a net loss of C$1.67 billion for the year ended
March 31, 2021, and a net loss of C$1.38 billion for the year ended
March 31, 2020.
* * *
As reported by the TCR on July 11, 2022, Fitch Ratings downgraded
the Long-Term Issuer Default Ratings (IDR) for Canopy Growth
Corporation (Canopy) and 11065220 Canada Inc. to 'C' from 'CCC'.
The downgrade follows Canopy's announcement that it has entered
into privately negotiated exchange agreements with a limited number
of convertible noteholders including Constellation Brands, Inc.,
through its wholly-owned subsidiary to acquire approximately CAD263
million principal amount of the notes in exchange for Canopy common
shares and approximately CAD3 million in cash. Fitch considers the
transaction a distressed debt exchange (DDE) per Fitch's criteria
given the repayment of debt for equity.
Also in July 2022, S&P Global Ratings raised its ICR on Smiths
Falls, Ont.-based Canopy Growth Corp. (CGC) to 'CCC' from 'SD'.
CELSIUS NETWORK: Assets Sale Bidding Procedures Gets Approval
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved bidding procedures in connection with the sale of
substantially all of Celsius Network LLC and its seven affiliated
debtors' assets.
The Court finds that the Bidding Procedures comply with the
Guidelines requirements in that the procedures work to ensure a
fair bidding process and to maximize the sale price of the property
in the auction. The Bidding Procedures also provide procedures for
a back-up bidder. The Revised Proposed order also provides greater
flexibility to interested parties to submit bids that may
creatively maximize value for the Debtors' assets. The Court is
also satisfied that the Debtors' chosen bidding increments of
$500,000 are not so high that they chill further bids, or so low
that they provide insubstantial consideration to the estate.
However, the Court believes that the U.S. Trustee, Examiner and
Consumer Privacy Ombudsman should be able to attend (but not
interfere with) the Auction. Accordingly, the Revised Proposed
Order should be modified to permit the remote attendance of these
additional parties.
As to the Stalking Horse Bidder concern, the Further Revised
Proposed Order requires that the Debtors submit any Stalking Horse
Agreement to the Court for approval. Hence, the Court will have a
chance at that point to address any concerns regarding a stalking
horse bidder and accompanying bid protections. The Court disagrees
to the U.S. Trustee's argument that implementing a Stalking Horse
Agreement prior to receiving bids is necessary. Since the Debtors'
Bidding Procedures are presumed valid, the Court defers to the
Debtors' business judgement on the timing of a Stalking Horse
Agreement.
As to what assets are being sold, the Court is satisfied that at
this stage, the Debtors have provided sufficient clarity about the
Assets being sold. The Motion seeks the authority to sell
substantially all of the Debtors' assets. The Debtors have
clarified in their Reply that the Debtors intend to sell all of
their retail platform, including, without limitation, customer earn
accounts and coin balances, retail and institutional lending
portfolio, swap services, staking platform, Celpay feature and
CelsiusX, as well as any Remaining Assets, including staking and
mining operations and any other Assets not sold in connection with
the Retail Platform Assets Sale. The Debtors have also noted that
they "will not sell or purport to sell any Assets absent a finding
by the Court that they have title and authority to sell the
Assets."
In response to regulatory concerns of certain of the Objectors, the
Court notes that the Revised Proposed Order provides certain
information rights to state regulatory agencies to ensure that,
whichever Successful Bid is selected, a successful purchaser will
have to obtain any necessary regulatory approvals. The Court is
satisfied that these revisions provide adequate safeguards at this
juncture and will closely review any potential sale order for
regulatory issues.
Sale Timeline
The Objectors have raised important questions about the rapid
timeline for bidding. The Bidding Procedures set forth in the
Revised Proposed Order moved the final deadline until Dec. 12, 2022
— after the Examiner's initial report is due, and after the Court
hearing on the custody and withhold account issues. The Court finds
that the resolution of the custody and withhold account issues are
important but involve only a fraction of the potential estate
assets that the Debtors propose to sell. Additionally, a decision
by the Court on those issue is not necessarily the last word, and
any appeals could leave uncertainty for months or years. It is
unrealistic to delay any sale until such issues are finally
resolved. Bids can be structured with these uncertainties in mind.
The Court approves the sale timeline, mindful of the need to push
this case to a prompt conclusion if that is possible.
The Objectors have raised concerns that a sale of the Debtors'
assets before the Court has determined whether custody and withhold
account coins are property of the estate, may not make practical
sense or be likely to produce the highest bid.
In response to these concerns, the Debtors, after discussions with
the Committee and various state agencies, revised the Bidding
Procedures to extend the bidding process until after the Court has
hearings on certain key legal issues in these Chapter 11 Cases to
enable bidders to submit value-maximizing bids for only those
assets that are property of the Debtors' estates. When revising the
relevant deadlines, the Debtors considered the schedules regarding
key legal issues in these Chapter 11 Cases.
The Court agrees with the Debtors that "the timeline, as revised,
balances the needs of adequate notice with the need to run an
expeditious and efficient sale process." The Committee notes, and
the Court agrees, that the Bidding Procedures are flexible enough
to allow for several different types of transactions, so approving
the Bidding Procedures does not force the Debtors into a fire sale,
but rather gives them a chance to evaluate different proposals in
an orderly manner. The Court will also have a chance to evaluate
the Sale Order and the terms of any sale before it is approved —
and to review any deal for the types of concerns that the Objectors
bring up, such as whether there are appropriate securities
disclosures and whether the Debtors are only selling property of
the estate.
The Committee, the statutory representative of unsecured creditors
supports the Motion, so it is certainly not their view that the
sale would only benefit creditors entitled to a higher priority.
Further, this proposed sale is not happening at the request of one
major creditor; it is happening with the support of the Debtors and
the Committee, which is the fiduciary of all unsecured creditors.
Sale "Free and Clear"
The Debtors claim they have satisfied section 363(f)'s requirements
to sell any assets free and clear of encumbrances because "any
encumbrance that will not be an assumed liability satisfies or will
satisfy at least one of the five conditions of section 363(f) of
the Bankruptcy Code," but do not specify which of the provisions
the Sale will satisfy. The Debtors also note that they will provide
adequate protection for all lien holders by either being paid in
full or having the interest attach to the net proceeds of the sale.
At this juncture, the Court finds this representation to be
sufficient, but the Court will expect more detail on exactly which
of section 363(f)'s requirements the sale satisfies in any proposed
sale order.
Form of Notice and Successor Liability
The Court finds the Debtors' form of notice complies with the
Guidelines. The Debtors seek to limit successor liability and have
noted that clearly in their Sale Notice, as required by the
guidelines. The Court notes that the U.S. Trustee argues that
limiting successor liability may violate Section 363(o) of the
Code, which prohibits limits on successor liability for
transactions involving any interest in a consumer transaction.
However, the Court need not make any determinations with regard to
the applicability of Section 363(o) until a proposed sale is before
it.
Waiver of Rule 6004(h)
The Debtors have provided grounds for seeking a waiver of
Bankruptcy Rule 6004(h): any transaction related to the Debtors'
assets should be consummated as soon as reasonably practicable, in
order to maximize value of the estate such that the 14-day stay
should be waived. While the U.S. Trustee complains that the Debtors
have not provided sufficient justification for waiver of the 14
day-stay, the Guidelines require the Debtors to provide the
business ground for the request, which they have done here.
Accordingly, the Court waives the 14 day stay of orders under
Bankruptcy Rule 6004(h).
F. Assumption and Assignment Procedures
The Debtors' Assumption and Assignment Procedures satisfy the
requirements of section 365(b) of the Bankruptcy Code. First, the
requirement that defaults are cured and compensation is given for
any loss associated with the default, is satisfied because the
Assumption and Assignment Procedures provide a clear process to
ensure that all defaults are cured and to resolve any disputes
thereto. Second, the requirement to provide adequate assurance of
future performance, is satisfied because the Bidding Procedures
require the Debtors to evaluate whether bidders have the financial
wherewithal to perform on contracts. Further, the Assumption and
Assignment procedures give the Court and other parties in interest
the ability to challenge the assumption of contracts if there are
concerns about adequate assurance. Accordingly, the Court approves
the Assumption and Assignment Procedures.
G. Appointment of a Consumer Privacy Ombudsman
The Court agrees with the U.S. Trustee that a consumer privacy
ombudsman should be appointed if the Debtors are going to sell
customer lists. The Debtors argue there is no need to appoint an
ombudsman because any sale will comply with the Debtors' privacy
policy. However, the Court has discretion to appoint an ombudsman
if it believes a neutral third party would be helpful, even if a
sale will comply with the Debtors' privacy policy. Given the
significant amount of potential customer data that could be
included in a sale, the Court finds that appointing a neutral
Consumer Privacy Ombudsman early in the sale process will ensure
that any sale adequately protects such customer data. Accordingly,
the Court directs the U.S. Trustee to appoint a disinterested
Consumer Privacy Ombudsman with knowledge and experience with
consumer privacy laws.
A full-text copy of the MEMORANDUM OPINION AND ORDER dated Oct. 24,
2022, is available at https://tinyurl.com/4znev5vz from
Leagle.com.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtor estimated assets and liabilities between $1
billion and $10 billion.
Kirkland & Ellis LLP is serving as legal counsel, Centerview
Partners is serving as financial advisor, and Alvarez & Marsal is
serving as restructuring advisor to Celsius. Stretto, the claims
agent, maintains the page https://cases.stretto.com/celsius
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.
CELSIUS NETWORK: Examiner Taps Huron as Financial Advisor
---------------------------------------------------------
Shoba Pillay, Esq., Chapter 11 examiner of Celsius Network, LLC and
its affiliates, seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to retain Huron Consulting
Services LLC as financial advisor.
The firm will render the following financial advisory services:
a. discharge of duties and responsibilities under the examiner
order, other orders of this court, and applicable law;
b. evaluation and analysis of any financial and valuation
issues raised in connection with the examiner investigation;
c. interviews, examinations, and the review of documents and
other materials in connection with the investigation;
d. preparation of reports and other documents necessary in the
discharge of the examiner’s duties; and
e. additional tasks or duties that the court may direct or
that the examiner may determine are necessary and appropriate in
connection with the discharge of her duties.
The firm will be paid at these rates:
Managing Directors $965 - $1,315 per hour
Senior Directors $920 - $950 per hour
Directors $605 - $770 per hour
Managers $575 per hour
Associates $495 per hour
Huron is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Timothy J. Martin
Huron Consulting Services LLC
92 Hayden Avenue,
Lexington, MA 02421-7951
Phone: (781) 652-7200
Fax: (781) 652-7202
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 Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as legal counsels; Centerview Partners, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Stretto, the claims agent and administrative
advisor, maintains the page https://cases.stretto.com/celsius
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.
CHEMOURS COMPANY: Moody's Alters Outlook on 'Ba3' CFR to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings of The
Chemours Company, including its Ba3 corporate family rating, Ba1
rating on its senior secured credit facilities, and the B1 rating
on its senior unsecured notes. Moody's also changed Chemours'
outlook to stable.
"Moody's still has significant concerns over the company's future
liabilities with regards to PFAS; however, Moody's believe that the
potential for a large cash settlement over the near term is
somewhat remote," according to Joseph Princiotta, Senior Vice
President and lead analyst for Chemours.
Affirmations:
Issuer: Chemours Company, (The)
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD2)
Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5)
Outlook Actions:
Issuer: Chemours Company, (The)
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Chemours' Ba3 CFR reflects its position as a leading global
producer of titanium dioxide ("TiO2") pigments where scale,
technology and ore flexibility allow the company to generate
industry-leading margins, over much of the cycle. The TiO2 segment
accounts for half of the company's sales and EBITDA. The ratings
also reflect its strong market position across much of its
fluoroproducts business, which comprised of two segments - Thermal
& Specialized Solutions ("TSS" or refrigerants) and Advanced
Performance Materials ("APM" or flouropolymers). The TSS segment
continues to have a favorable regulatory driven growth potential
from Opteon, notwithstanding the current headwinds from
black-market imports of older refrigerants in Europe. Chemours'
rating is constrained due to the presence of legacy liabilities
related to per- and polyfluoroalkyl substances ("PFAS") that more
than offset the strong credit metrics at Chemours. LTM credit
metrics as of September 30, 2022, were Debt/EBITDA of 2.3x and
Retained Cash Flow/Debt of 24% on a Moody's adjusted basis.
The stable outlook assumes that any settlements related to PFAS
liabilities will not cause Chemours' balance sheet debt to increase
over the next two years and that credit metrics will remain
strongly supportive of its ratings.
ESG risks are material to the Chemours' credit profile.
Environmental risks are related to past discharges of PFAS
chemicals into the environment near locations where products were
produced, and the costs related to remediating the presence of
these chemicals. Social risks related to PFAS products include
potential tort liability related the pervasive presence of these
chemicals in the environment and aquifers, albeit as very low
concentrations (typically at the parts per trillion level) and the
damage they may have caused to individuals and businesses.
Additionally, health concerns over PFAS are rising and they are
often referred to as "forever chemicals" due to concerns that they
do not breakdown in the environment and bioaccumulate in animals,
including humans, over time.
Chemours credit profile reflects the substantial and growing
litigation risk stemming from the large number of actions filed by
states, environmental regulators, water municipalities, businesses
and private plaintiffs. Over two dozen companies that produced
PFAS, or used PFAS in products they sold, are defendants in these
lawsuits. While the adverse health impact of PFAS chemicals in
humans has not been specifically determined (scientists have found
a higher correlation of certain illnesses in the populations near
where these products were produced), the health concerns of
individuals in locations where PFAS are present are real, due to
the bioaccumulation issue. The US EPA has devbeloped an action plan
to address PFAS concerns but a timeline for completion of all
activities has not been specified. These actions include
establishing maximum contaminant levels, developing groundwater
cleanup recommendations for contaminated sites, designating
specific compounds as hazardous substances" under the Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA")
and the Toxic Release Inventory, and requireing PFAS manufacturers
to conduct testing on sertain compounds pursuant to the Toxic
Substances Control Act ("TSCA"). Also, the large muti-district
litigation in the Federal court in South Carolina is expected to
start its first case in June 2023. Given the number of different
PFAS compounds and companies involved, Moody's believes that any
large settlement to resolve a majority of the existing lawsuits
will take a number of years to materialize and require substantial
upfront costs to determine which compounds are present and the
extent to which specific companies like Chemours may be accountable
for the contamination.
In January 2021, Chemours, DuPont de Nemours, Inc. (Baa1 negative)
and Corteva (rated entity is E.I. du Pont de Nemours and Company at
A3 stable) entered into a memorandum of understanding containing a
cost sharing arrangement to manage potential future legacy PFAS
liabilities. This agreement establishes a $1 billion escrow fund to
cover large settlements related to PFAS claims. The MOU also
addresses the funding for an additional $3 billion in potential
liabilities through 2041. Chemours would be responsible for up to
$2 billion of costs under the MOU. If the liability were to exceed
$4.0 billion, or extend beyond 2041, the legal liability would
shift 100% to Chemours. However, Moody's continues to believe that
Corteva and DuPont will take actions to prevent Chemours from
becoming financially distressed should the PFAS liability rise
meaningfully above $4 billion.
Chemours' SGL-1 rating indicates excellent liquidity due to roughly
$1.1 billion of cash and the expectation for roughly $350 million
of free cash flow over the next four quarters. Secondary liquidity
is provided by about $800 million in revolver availability
(excluding $104 million L/C) at September 30, 2022. The company
also has access to an $150 million accounts receivable facility
with no additional availability as of the same date. The revolver
has a maximum secured Net Debt/EBITDA ratio of 2.0x and is expected
to be in compliance with this covenant over the next 12-18 months.
Working capital typically consumes cash in the first half of the
year but is a significant source of cash in the second half.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider stabilizing or upgrading Chemours ratings if
there's better clarity on the timing and size of its potential
litigation and settlement costs. Moody's would consider a downgrade
in Chemours' rating if litigation and settlement related costs were
expected to be over $4.0 billion in the next 12-18 months and if
there was any concern that DuPont and Corteva would not continue to
support the company. A downgrade would also be considered if cash
balances and liquidity were to deteriorate significantly and at the
same time Debt/EBITDA was expected to exceed 4.0x on a sustained
basis.
ESG CONSIDERATIONS
ESG considerations have a very negative impact (CIS-5) on the
company's ratings with the impact as much as two notches due to
PFAS litigation exposure. The credit profile reflects the
substantial and growing litigation risk stemming from the actions
filed by states, environmental regulators, water municipalities,
businesses and private plaintiffs associated with PFAS.
Chemour's environmental risk is very high (E-5), reflecting very
high risk in Water Management, Waste & Pollution, and high risk in
Natural Capital; these risks stem largely from large quantities of
water discharged historically containing PFAS compounds and
resulting lawsuits, which allege adverse impact on drinking water
supplies and natural systems. The company also faces phase-out risk
in certain PFAS related products and processing aids. Despite the
aforementioned issues, Chemours has announced laudable goals to
reduce GHG emissions by 60%, reduce air and water process emission
of fluorinated organic compounds by 99% and reduce their landfill
volume intensity by 70% by 2030.
Chemours' social risk is high (S-4) reflecting high Health & Safety
and Responsible Production risks, which reflect past releases of
PFAS compounds into the environment and the rising number of
lawsuits claiming damage from PFAS that the company produced.
Additionally, given the rising public concern over PFAS in drinking
water supplies and bioaccumulation of these compounds in humans
over time, their will be greater regulatory oversight on their
production and the phase-out of some PFAS is becoming more likely.
The governance risk for Chemours is moderately negative (G-3),
reflecting moderate balance sheet leverage over the TiO2 cycle, a
favorable track record of results, management's accrual of cash on
the balance sheet and the PFAS escrow litigation account.
Chemours Company (The), headquartered in Wilmington, Delaware, is a
leading global producer of performance chemicals through four
reporting segments: Titanium Technologies, Thermal & Specialized
Solutions, Advanced Performance Materials and Chemical Solutions.
Revenues for the last twelve months ended September 30, 2022 were
roughly $7 billion.
The principal methodology used in these ratings was Chemicals
published in June 2022.
COLEMAN COMMERCIAL: Sale of McCarthy's Sports Bar for $170K Okayed
------------------------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado authorized Coleman Commercial Properties,
Inc.'s sale of its 100% ownership interest in a certain restaurant
known as McCarthy's Sports Bar & Grill located at 15350 E. Smoky
Hill Road, in Aurora, Colorado 80015, to Jeremy Krause for
$170,000, free and clear of liens.
The Debtor may proceed to sell the property, subject to the terms
described in the Motion.
Coleman Commercial Properties
Since May of 2006, Coleman Commercial Properties, Inc. has been
operating as a sports bar and grill in Aurora, Colo. The company
operates as McCarthy Sports Bar & Grill located off Smokey Hill
Road and Chambers Road. It is owned and operated by Edward
Coleman.
Coleman Commercial Properties filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No.
22-10666) on March 1, 2022, listing as much as $1 million in both
assets and liabilities. Mark David Dennis serves as the Subchapter
V trustee.
Judge Michael E. Romero oversees the case.
The Debtor tapped Berken Cloyes PC as legal counsel and Carl J.
Moser as accountant.
COMPUTE NORTH: Auction of De Minimis Assets Set for Nov. 1
----------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas authorized the bidding procedures proposed by
Compute North Holdings, Inc., and its affiliates in connection with
the sales or transfers of the De Minimis Assets in any individual
transaction or series of related transactions to a single buyer or
group of related buyers with an aggregate selling price equal to or
less than $1 million.
Any such transaction(s) will be free and clear of all liens, with
such liens attaching only to the proceeds of such sale or transfer,
if any.
The The De Minimis Asset Sale Notice is approved. At least six
calendar days prior to the proposed closing of any De Minimis Asset
Sale, the Debtors will give the De Minimis Asset Sale Notice upon
the De Minimis Notice Parties. If no written objections from the
De Minimis Notice Parties are filed with the Court within five days
after service of such De Minimis Asset Sale Notice, then the
Debtors are authorized to immediately consummate such De Minimis
Asset Sale.
If any De Minimis Notice Party files a written objection to any
such De Minimis Asset Sale with the Court within five days after
service of such De Minimis Asset Sale Notice, then the relevant De
Minimis Asset will only be sold or transferred upon submission of a
consensual form of order resolving the objection as between the
Debtors and the objecting party or further order of the Court after
notice and a hearing.
The Debtors will provide a written report or reports, within 30
days after each calendar quarter, concerning any De Minimis Asset
Sales (including the names of the purchasing parties and the types
of amounts of the sales) to the parties-in-interest.
The Debtors may withdraw from any De Minimis Sale prior to the
consummation thereof, in their sole discretion.
Notwithstanding any other provision included in this Final Sale
Procedures Order, any Tax Liens of Howard County, Texas and the
Texas Taxing Authorities against any of the De Minimis Assets that
secure any of the Debtors' obligations to the Texas Taxing
Authorities on account of ad valorem taxes, whether for prepetition
or postpetition taxes, will attach to the proceeds of the sale of
such Subject Property.
As adequate protection for the Tax Claims, the Debtors will either
pay such claims directly, or establish an ad valorem tax reserve,
from the proceeds of the sale of the Subject Property equal to the
estimated amount of ad valorem taxes owing by the Debtors to the
Texas Taxing Authorities for Tax Claims based on the 2022 tax year.
All subsequent years' taxes assessed by the Texas Taxing
Authorities against
any of the Debtor's assets remaining unsold as of Jan. 1, 2023, if
any, will be paid by the Debtors in the ordinary course of
business.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 27, 2022, at 5:00 p.m.
b. Initial Bid: In the event that there is a Stalking Horse
Purchaser, the aggregate consideration proposed by the Qualifying
Bidder must equal or exceed the sum of the amount of (i) the
purchase price under the Stalking Horse Agreement, (ii) any
Break-Up Fee, (iii) any Expense Reimbursement, and (iv) the
greater of $100,000 and 1% of the purchase price under the Stalking
Horse Agreement.
c. Deposit: 10% of the cash purchase price
d. Auction: The Auction will commence on Nov. 1, 2022, at
10:00 a.m. (CT), at (i) the offices of Paul Hastings LLP, 600
Travis Street, 58th Floor, Houston, Texas 77002 or (ii) virtually
by videoconference or teleconference, or such other date, time, or
location as the Debtors, after consultation with the Consultation
Parties, may notify Qualifying Bidders who have submitted
Qualifying Bids.
e. Bid Increments: $25,000
f. Sale Hearing: Nov. 7, 2022, at 8:00 a.m. (CT)
g. Sale Objection Deadline: Nov. 3, 2022 at 4:00 p.m. (CT)
h. Closing: Nov. 15, 2022
i. Credit Bid: Any Secured Creditor will have the right to
credit bid all or a portion of the value of such Secured Creditor's
secured claim.
In the event that the Debtors enter into one or more Stalking Horse
Agreements on or prior to the Stalking Horse Designation Deadline,
they will file with the Court and serve on the Motion Notice
Parties a Stalking Horse Notice. If the Stalking Horse
Agreement(s) satisfy the following conditions -- (a) the Break-Up
Fee does not exceed 30% of the cash purchase price; (b) the Expense
Reimbursement does not exceed the greater of $50,000 and 1% of the
cash purchase price; and (c) the Stalking Horse is not an insider
-- the Debtors may submit an order under certification of counsel
and the Court will schedule an emergency hearing on the date that
is two business days following such submission to consider the
approval of the designation of the Stalking Horse Purchaser(s) and
Stalking Horse Agreement(s) as a stalking horse and objections to
such approval, if any, will be filed or raised at or prior to such
emergency hearing.
The Assumption Notice, the form of Rejection Notice, and the Sale
Notice are approved.
This Final Sale Procedures Order will be effective immediately upon
entry and any stay of orders provided for in Bankruptcy Rules
6004(h) or 6006(d) or any other provision of the Bankruptcy Code,
the Bankruptcy Rules, or the Local Rules is expressly waived.
The Debtors are authorized to take all actions necessary to
effectuate the relief granted in this Final Sale Procedures Order
in accordance with the Motion.
A copy of the Bidding Procedures is available at
https://tinyurl.com/mwku5usk from PacerMonitor.com free of charge.
The Debtors 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,
noticing and solicitation agent.
CONNECTIONS COMMUNITY: Conexio, et al. Gets $72,828 Reimbursement
-----------------------------------------------------------------
In the case titled UNITED STATES OF AMERICA, Plaintiff, v.
CONNECTIONS COMMUNITY SUPPORT PROGRAMS, INC.; CATHERINE DEVANEY
MCKAY; WILLIAM NORTHEY; and STEVEN DAVIS, Defendants, Civil Action
No. 21-514-MN, (D. Del.), Magistrate Judge Sherry R. Fallon grants
in part the Respondents' request to compel the Plaintiff for
reimbursement of the costs they incurred in collecting, reviewing,
and producing documents responsive to the Plaintiff United States
of America's subpoenas in the amount of $72,828. However, the
Respondents will be responsible for the balance of the expenses
incurred in the production of said documents.
The Plaintiff filed this case on April 9, 2021 against a number of
defendants, including Connections Community Support Programs, Inc.,
for alleged violations of the Controlled Substances Act. But less
than two weeks later, Connections filed a Chapter 11 bankruptcy
petition. In a May 2021 stipulation among the Plaintiff,
Connections, and other defendants, the parties acknowledged
Connections' intention to sell its assets in bankruptcy.
In July of 2021, the Respondents—Conexio Care Inc., Coras
Wellness and Behavioral Health LLC, and Inperium Inc.—purchased
the assets of Connections in bankruptcy. In January of 2022, the
Plaintiff served third-party subpoenas on the Respondents, seeking
the production of fourteen categories of Connections' documents.
The Respondents asked the Court to shift the burden of this expense
to Plaintiff, along with anticipated costs associated with the
production of documents responsive to the remaining two subpoena
categories. On June 22, 2022, the Court issued the Memorandum Order
denying the Respondents' request for reimbursement of the $52,530
already incurred, but granting the Respondents' request to recoup
anticipated future costs of compliance based on the representations
made in the declaration of Mr. Mark Kasten. The Memorandum Order
relied upon the estimated cost of $16,862 to $23,493 cited in
Respondents' letter motion.
The Respondents now ask the Court to enforce its Memorandum Order
dated June 22, 2022, and to compel the Plaintiff to pay the costs
and expenses incurred in complying with third-party subpoena
requests. The Respondents represent that compliance with the
remaining two subpoena categories entailed the review of 33,715
documents, and the cost of review by a third-party vendor amounted
to $127,300.
The Respondents acknowledge that their June 2022 letter motion
estimated anticipated costs using offshore reviewers, but upon
further consideration, they retained domestic reviewers at a
greater expense due to the sensitivity of the information being
reviewed.
The Court holds that the Respondents' decision to use domestic
reviewers instead of offshore reviewers resulted in a substantial
increase in costs, pointing out that the Memorandum Order in June
2022 was based on Respondents' representation that offshore
reviewers would be used to decrease expenses. Hence, the Court
finds that the Plaintiff should not be compelled to bear the cost
difference of Respondents' more expensive vendor.
A full-text copy of the MEMORANDUM ORDER dated Oct. 21, 2022, is
available at https://tinyurl.com/27k78bcm from Leagle.com.
About Connections Community Support Programs
Connections Community Support Programs Inc. is a multifaceted
not-for-profit 501(c)(3) health and human services organization
operating and founded in Delaware with over 100 locations
throughout Delaware and more than 1,100 employees.
Since its founding in 1985, CCSP has grown from providing
assistance to older adults with lifelong histories of psychiatric
hospitalization to one of Delaware's largest nonprofit
organizations that touches the lives of approximately 10,000 of
Delaware's most vulnerable citizens and their families, dealing
with behavioral health and substance use disorders, housing
challenges, and developmental and intellectual disabilities. The
organization leases 408 properties (including 389 leased facilities
associated with housing and veterans' services) and owns 48
properties.
Connections Community Support Programs filed for Chapter 11
protection (Bankr. D. Del. Case No. 21-10723) on April 19, 2021.
The Debtor had estimated assets and debt of $50 million to $100
million as of the bankruptcy filing.
The Debtor tapped Chipman Brown Cicero & Cole, LLP, led by Mark L.
Desgrosseilliers, Esq., as legal counsel and SSG Advisors, LLC as
investment banker. Robert Katz, managing director at EisnerAmper
LLP, serves as the Debtor's chief restructuring officer. Omni
Agent Solutions is the claims and noticing agent and administrative
agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on May 3, 2021. The committee is represented by
Polsinelli, PC.
On April 26, 2021, the U.S. Trustee for Region 3 appointed Eric M.
Huebscher as patient care ombudsman in this Chapter 11 case. The
ombudsman tapped Leech Tishman Fuscaldo & Lampl, LLC as legal
counsel and Huebscher & Company as consultant.
CROSBY US: Moody's Rates $330MM First Lien Term Loan Add-on 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Crosby US
Acquisition Corp.'s new 1st lien senior secured credit facilities.
The facilities include an amendment to the revolver upsizing
availability by $50 million to $120 million and extending the
expiration of the facility by one year through 2025. The B2 rating
was also assigned to the company's $330 million first lien term
loan add-on. In addition, Moody's assigned a Caa2 rating to a new
$50 million second lien term loan add-on. Moody's also said that
the B3 corporate family rating and B3-PD probability of default
rating are unchanged. In addition, the existing B2 senior secured
term loan facilities ratings and Caa2 second lien term debt rating
are unchanged. Moody's expects the terms and conditions for both
new tranches to be similar to the existing debt securities. The
outlook is stable.
Assignments:
Issuer: Crosby US Acquisition Corp.
Gtd Senior Secured 1st Lien Term Loan, Assigned
B2 (LGD3)
Gtd Senior Secured 1st Lien Revolving Credit Facility,
Assigned B2 (LGD3)
Gtd Senior Secured 2nd Lien Term Loan, Assigned
Caa2 (LGD5)
RATINGS RATIONALE
Proceeds from the issuances will be used to fund the acquisition of
Kito Corporation ("Kito") that was announced on May 16, 2022. Kito
is based in Yamanashi, Japan, and is a manufacturer of material
handling equipment, specializing in lifting, transporting, and
securing operations. The acquisition will be partially funded with
a cash contribution from Kohlberg Kravis Roberts & Co and available
cash. Therefore, Moody's expects financial leverage, measured as
debt-to-LTM EBITDA to improve to about 6.0x at the end of 2022,
from about 8.5x at March 31, 2022, and then decline to about 5.6x
in 2023. The merger significantly increases scale as pro forma
revenue and EBITDA will approximate $1.0 billion and over $175
million (Moody's adjusted), respectively, for the year ending
December 31, 2022. The transaction will lead to greater geographic
diversification and should help to cushion the impact of regional
economic slowdowns as well as reduce its exposure to cyclical
end-markets such as oil and gas and mining.
Crosby's credit profile reflects the high financial leverage for
the company's business risk that considers its exposure to highly
cyclical and capital intensive end markets and a competitive
operating landscape. Post-acquisition, Moody's believes that
leverage will decline owing to recent industrial end market
recovery, increased production efficiencies and the significant
cash component used for the acquisition. Moody's expects that
positive end market fundamentals will continue to support demand
for Crosby's products into 2023 due to the existing backlog and the
recent infrastructure spending bill. This should lead to moderately
better credit metrics over the next year, with improved leverage
and solid EBITA margin, aided by synergies and cross selling
opportunities with Kito.
The fragmented and competitive landscape for Crosby's products
makes bolt-on acquisitions a potential. However, Moody's expects
any acquisitions to be remote at this time until the company has
completed the integration of Kito. Moody's does assume that Crosby
could face margin pressures from labor inflation and commodity
headwinds. The company's adequate liquidity, as well as its
well-recognized brands, diversification by customers, product and
end market and global presence that will be enhanced by the
acquisition, support the credit profile.
The stable outlook reflects Moody's expectation that credit metrics
will continue to strengthen, given the stabilization in most of the
company's end markets. The outlook also reflects Moody's
expectation that the company will maintain adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded with deteriorating liquidity,
including weaker than expected free cash flow or a reliance on
revolver borrowings. The ratings could also be downgraded with
business conditions worsening that lead to deterioration in credit
metrics. A more aggressive financial policy, including debt funded
shareholder distributions or acquisitions that increase leverage,
could also result in a downgrade.
The ratings could be upgraded should market conditions improve
along with the broader macroeconomic environment. Over time, the
ratings could be upgraded with sustained improvement in operating
performance such that Moody's expects debt-to-EBITDA to be
sustained below 5.0x and EBITA-to-interest above 1.5x. Further,
Moody's would expect maintenance of good liquidity, including free
cash flow to debt in the high single-digit range, for a rating
upgrade.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Crosby US Acquisition Corp., based in Richardson, Texas, a
subsidiary of Lifting Holdings Limited (fka Crosby Worldwide Ltd),
is a manufacturer of highly engineered lifting and rigging
equipment, as well as customized material handling solutions.
Revenue was about $413 million for the LTM period ended June 30,
2022. Crosby is owned by affiliates of Kohlberg Kravis Roberts &
Co. L.P. (KKR).
CUREPOINT LLC: Sets Bid Procedures for $6-Mil. Business Asset Sale
------------------------------------------------------------------
Curepoint, LLC, asked the U.S. Bankruptcy Court for the Northern
District of Georgia to authorize the bidding procedures in
connection with the sale of assets used in the operation of its
business to 2406 Cancer Care, LLC, for $6 million, subject to
overbid.
Like so many other small businesses, the Debtor suffered a series
of setbacks at the hands of the pandemic, including seeking out
financing from merchant cash advance companies. It was and
continues to be involved in multiple law suits through which
significant legal fees were incurred. Notwithstanding efforts by
the Debtor to address the issues impacting the operations of the
Debtor, including significant pre-petition litigation initiated by
insider Dr. Mark McCord, it was unable to resolve such issues prior
to filing the Case.
Since the filing of the Case, the Debtor has continued to actively
address the issues that led to the commencement of the case by
exploring viable strategic options. After evaluating alternatives,
the Debtor concluded that it was in the best interests of the
Debtor, its creditors, its employees and other parties in interest
to effectuate a sale of the Purchased Assets. Such a going concern
sale will enable the Purchaser to continue Purchased the business.
The sale of Purchased Assets is to be free and clear of any and all
liens, claims, interests and encumbrances, with these to attach to
the net proceeds. The Purchaser will not be deemed to be a
successor of the Debtor, and will not have any liability or
responsibility for any obligations of the Debtor, other than those
liabilities and obligations expressly assumed in the Agreement.
In order to ensure that asset values are truly maximized, the
Debtor requests that the Court approve the following bid procedures
at the Procedures Hearing.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 17, 2022, at 5:00 p.m. local time
b. Initial Bid: An amount equal to or greater than the sum of
(a) $6 million, plus cash in an amount equal to $50,000 and (b) a
cash deposit of $100,000
c. Deposit: $100,000
d. Auction: The Debtor will conduct an Auction with respect to
the sale of the Purchased Assets on Nov. 18, 2022, beginning at
10:00 a.m. local time, at the offices of counsel for the Debtor,
Rountree, Leitman, Klein & Geer, LLC, 2987 Clairemont Road, Suite
350, Atlanta, Georgia 30329, or at such other location as may be
designated by the Debtor.
e. Bid Increments: $25,000
f. Sale Hearing: TBD
The Debtor proposes and requests to assign the real property lease
with Curepoint Dublin, LLC to the Purchasern, unless the Buyer and
Curepoint Dublin decide to enter into a new lease as part of the
Sale.
AMOA Finance, LLC asserts that the Debtor's 2017 Elekta Infinity
Linear Accelerator, Serial No. 154535 is subject to a lease
agreement. If it is determined that the Linear Accelerator was
financed, AMOA Finance, LLC will receive, from the Purchase Price,
the allowed amount of their secured claim.
The Debtor is also requesting that any objections by parties to the
Lease to assumption and/or assignment (and corresponding Cure
Costs) should be filed by 5:00 p.m. ET seven days prior to the Sale
Hearing, and determined at the Sale Hearing.
Because of the need to close the transactions contemplated as
promptly as possible, the Debtor requests that the Court orders and
directs that the order approving the Motion will not be
automatically stayed for 14 days. No previous request for the
relief sought has been made in this or any other court.
A copy of the Agreement is available at
https://tinyurl.com/3fnrswr2 from PacerMonitor.com free of charge.
About Curepoint LLC
Curepoint, LLC -- https://www.curepointcancer.com/ -- provides
radiation treatment for cancer patients at its facility in Dublin,
Ga.
Curepoint filed a petition for relief under Subchapter V of
Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-56501) on
Aug. 19, 2022, with between $1 million and $10 million in both
assets and liabilities. Todd E. Hennings has been appointed as
Subchapter V trustee.
Judge Jeffery W. Cavender oversees the case.
Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the
Debtor's counsel.
CUSTOM ALLOY: Nov. 1 Deadline Set for Panel Questionnaires
----------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case of Custom Alloy
Corporation.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://bit.ly/3ffd9pO and return by email it to Tina
L. Oppel [ Tina.L.Oppelt@usdoj.gov ] and Neidy Fuentes [
Neidy.Fuentes@usdoj.gov ] at the Office of the United States
Trustee so that it is received no later than 1:00 p.m., on Nov. 1,
2022.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Custom Alloy Corporation
Custom Alloy Corporation is a manufacturer of specialty metals for
seamless and welded pipe fittings & forgings, predominantly for
customers requiring time-critical maintenance or repair.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N. J. Case No. 22-18143) on October 13,
2022. In the petition signed by Adam M. Ambielli, CEO and
president, the Debtor disclosed up to $50 million in assets and up
to $100 million in liabilities.
Judge Michael B. Kaplan oversees the case.
Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC,
is the Debtor's counsel.
DBMP LLC: Victims Want to Unwind Co's 'Texas Two-Step'
------------------------------------------------------
James Nani of Bloomberg News reports that asbestos victims said
that a receiver should be appointed to unwind part of a "Texas
Two-Step" strategy employed by building-materials maker CertainTeed
LLC that allowed the company to place its asbestos claims into
bankruptcy via a newly-created spinoff.
A committee of asbestos tort claimants told a Western North
Carolina bankruptcy court judge on Saturday that the receiver
should be empowered to nullify CertainTeed's "divisional merger"
that created its spinoff, DBMP LLC, and ultimately provide victims
with more direct access to CertainTeed's assets. CertainTeed is a
subsidiary of industrial glassmaker Saint-Gobain SA.
In July 2022, Saint-Gobain and its subsidiary CertainTeed lost
their bid to dismiss a lawsuit by asbestos victims seeking to undo
their pre-bankruptcy "Texas Two-Step" maneuver designed to limit
liability.
CertainTeed faces lawsuits from thousands of people who claim they
developed cancer from asbestos used in the company's building
materials products. CertainTeed took advantage of a Texas corporate
law and divided itself into two companies -- CertainTeed and DBMP
LLC. DBMP then filed bankruptcy in January 2020 to house and
manage thousands of claims for asbestos-related injuries.
The case is Official Committee of Asbestos Personal Injury
Claimants and Sander L. Esserman, in his capacity as Legal
Representative for Future Asbestos Claimants v. DBMP LLC et al,
Adv. Pro. No. 3:21-ap-03023, In re DBMP LLC (Bankr. W.D.N.C. Case
No. 3:20-bk-30080).
Counsel for Official Committee of Asbestos Personal Injury
Claimants:
Davis Lee Wright
Robinson & Cole LLP
Tel: 302-295-5053
E-mail: dwright@rc.com
Jeffrey A. Liesemer
Caplin & Drysdale, Chartered
Tel: 202-862-5007
E-mail: jal@capdale.com
Kevin C. Maclay
Caplin Drysdale Chartered
Tel: 202-862-7841
E=mail: kmaclay@capdale.com
Carrie V. Hardman
Winston & Strawn LLP
Tel: 212-294-6700
E-mail: chardman@winston.com
Todd E Phillips
Caplin & Drysdale
202-862-7850
E-mail: tphillips@capdale.com
Glenn C. Thompson
Hamilton Stephens Steele & Martin
704-227-1067
E-mail: gthompson@lawhssm.com
David Neier
Winston & Strawn LLP
212-294-5318
E-mail: dneier@winston.com
Natalie D Ramsey
Montgomery Mccracken Walker And Rhoads LLP
302-504-7800
E-mail: nramsey@mmwr.com
Sander L. Esserman, in his capacity as Legal Representative for
Future Asbestos Claimants' attorneys:
Edwin J. Harron
Sharon M. Zieg
James L. Patton, Jr.
Young Conaway Stargatt & Taylor, LLP
302-571-6655
szieg@ycst.com
Felton Parrish
Alexander Ricks PLLC
980-334-2001
felton.parrish@alexanderricks.com
About DBMP LLC
DBMP, LLC is a North Carolina limited liability company and the
direct parent company of Millwork & Panel LLC, which manufactures
vinyl siding and polyvinyl chloride (PVC) trim products for the
construction market at facilities it owns in Claremont, N.C. and
Social Circle, Ga. It is a defendant in tens of thousands of
asbestos-related lawsuits pending in courts throughout the United
States.
DBMP sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D.N.C. Case No. 20-30080) on Jan. 23, 2020. At the time
of the filing, the Debtor disclosed assets of between $500 million
and $1 billion and liabilities of the same range.
Judge J. Craig Whitley presides over the case.
The Debtor tapped Jones Day as bankruptcy counsel; Bates White LLC
as consultant; Robinson, Bradshaw & Hinson, P.A. and Schiff Hardin
LLP as special counsel; and Epiq Corporate Restructuring, LLC as
claims, noticing and balloting agent. The Debtor also tapped
Donlin, Recano and Company, Inc., to oversee the submission of
personal injury questionnaires by claimants.
The official committee of asbestos personal injury claimants
appointed in the Debtor's case tapped Robinson & Cole, LLP and
Caplin & Drysdale, Chartered as its bankruptcy counsel. Hamilton
Stephens Steele Martin, PLLC is the committee's local counsel.
The court approved the appointment of Sander L. Esserman as the
future claimants' representative in the Debtor's case. Mr.
Esserman tapped Young Conaway Stargatt & Taylor, LLP and Stutzman,
Bromberg, Esserman & Plifka, a Professional Corporation, as his
bankruptcy counsel. Alexander Ricks PLLC is the FCR's North
Carolina counsel.
DEBOER AGRICULTURAL: Riverside Buying Hamilton Property for $1.15MM
-------------------------------------------------------------------
DeBoer Agricultural Holdings, LLC, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to sell its
real property located in Hamilton County containing a small home
and three large storage buildings to Riverside Ranch, LLC, for
$1.15 million.
A hearing on the Motion is set for Nov. 28, 2022, at 9:30 a.m.
The Debtor owns and operates a small business that specializes in
wastewater treatment, specifically for dairy and rural developments
based in Dublin, Texas. Originally, the business was operated as
two separate sole proprietorships by Durk and Shawna DeBoer.
On April 1, 2017, Shawna and Durk DeBoer and the Debtor executed
that certain Memorandum of Agreement and Act of Contribution of
Assets wherein Mr. and Ms. DeBoer, in exchange for their membership
interests in the Debtor, did transfer $6.3 million in assets to the
Debtor.
This includes real property in two counties: the first is the
Hamilton Property; and the second is in Erath County ("Erath
Properties"). The Debtor also owns multiple pieces of equipment
and titled vehicles ("Equipment").
On Oct. 23, 2018, the Debtor and Mr. and Mrs. DeBoer, as
co-obligors, closed a loan transaction with Greater Nevada Credit
Union ("GNCU"). The Real Estate and Equipment were listed on the
balance sheet for the Debtor for the loan transaction. The titles
to the titled Equipment which were physically held by the secured
creditor, listed Mr. and Ms. DeBoer as the owners of the Equipment.
The error was inadvertent and not an attempt to retain ownership
of the Equipment by the principals. 2017 and 2018 were very
profitable years for the Debtor. However, in 2019, business
declined, worsened in 2020 by the pandemic, which continued to
impact the business until the bankruptcy filing.
Fortunately, business is improving, and the value of the Debtor's
real estate has increased substantially with the Texas real estate
market boom, giving its business additional value and promise for a
successful reorganization. Currently, the Debtor has marketed Real
Property for sale, and plans to use the proceeds to pay GNCU’s
claim in full, while providing for payment of all other claims over
time pursuant to a plan of reorganization.
In early October of 2022, Riverside made an offer of $1.15 million
for the Hamilton Property. The Debtor has decided to accept
Riverside's offer, but its acceptance of the offer is subject to
any offers made above Riverside's offer up until 8:00 a.m. (CST) on
the date of the hearing on the Motion. The parties have proposed a
post-petition Farm and Ranch Contract for the sale of the Hamilton
Property to Riverside. The closing of the sale will be Nov. 15,
2022, or within seven days after objections made have been cured or
waived, whichever date is later.
The Debtor engaged Keller Williams Realty Brazos West post-petition
to market the Hamilton Property for sale. The Proposed Sale under
the Agreement breaks down to approximately $7,000 per square acre.
By the Motion, the Debtor seeks Court approval of the sale of the
Hamilton Property to Riverside pursuant to the Agreement. It also
seeks Court approval to distribute the proceeds from the Proposed
Sale to pay customary closing costs, the brokers' fees as set forth
in the Agreement, and pay the Unpaid Taxes.
In the event the Proposed Sale of the Hamilton Property to
Riverside does not close as contemplated, the Debtor seeks
authority to either extend the closing date an additional 30 days
if necessary to accommodate Riverside, or to amend the Motion to
seek approval of the sale of its Hamilton Property to a new buyer
and under a new contract within a timely fashion.
The Debtor further requests that the Court approves the Proposed
Sale of the Hamilton Property free and clear of liens, claims,
interests and encumbrances. Any property taxes and penalties due
to the Hamilton County Tax Assessor-Collector that accrued prior to
the closing of the Proposed Sale will be paid at Closing.
In order to promptly consummate the Proposed Sale and relieve the
estate of ongoing administrative obligations and risk, the Debtor
requests that the Court waives the stay imposed by Bankruptcy Rule
6004(h) and allows it to consummate the transaction contemplated.
No party will be prejudiced by the requested waiver.
A copy of the Agreement is available at
https://tinyurl.com/5n6s7dks from PacerMonitor.com free of charge.
About DeBoer Agricultural Holdings
DeBoer Agricultural Holdings, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case
No.
22-40633) on March 27, 2022, listing up to $10 million in both
assets and liabilities. Scott M. Seidel serves as Subchapter V
trustee.
Judge Edward L. Morris oversees the case.
The Debtor tapped Vickie L. Driver, Esq., at Crowe & Dunlevy, PC
as
legal counsel and Ivan Kahn Consultants as its controller and
business consultant.
DUNTOV MOTOR: Selling Custom-Built Corvette for $80K
----------------------------------------------------
Duntov Motor Company, LLC, seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to sell its custom-built
Corvette for $80,000.
As the Court is well-aware, the Debtor owns a custom-built Corvette
that is the subject of the litigation in Adversary Proceeding No.
21-04030-mxm, referred to in its Chapter 11 Plan as the "Contested
Corvette Vehicle."
The Chapter 11 Plan (Main Case Docket No. 132) expressly addressed
the post-confirmation sale of the Contested Corvette Vehicle in
Sec. 5.8:
5.8 Class 8 – Claims against the Contested Corvette
Vehicle. Class 8 includes all Claims related to the Contested
Corvette Vehicle that is the subject of the Pending Litigation,
whether such claims have been raised or not, including but not
limited to the Contested Claims and other interests have been or
could be asserted by Franck Radenne, John Franklin Cooley, Jr., the
Debtor, the Texas Department of Motor Vehicles, UPS Capital
Business Credit, or any other party. The respective rights and
obligations of all parties related to the Contested Corvette
Vehicle are all Contested and will be adjudicated by Final Order,
including but not limited to the Contested Claims of Frank Radenne
in Proof of Claim No. 6 and of John Franklin Cooley, Jr. in Proof
of Claim No. 9, and any competing claims of ownership and/or Lien
validity and priority between Franck Radenne, UPS Capital Business
Creditor and John Franklin Cooley, Jr. All Allowed Class 8 Claims
that are not satisfied by acquisition of the Contested Corvette
Vehicle in kind or proceeds from the Contested Corvette Vehicle
will be considered General Unsecured Claims.
In addition to all other sale rights under the Plan, the
Debtor will have the right to sell the Contested Corvette Vehicle
free and clear of all liens, claims, encumbrances, and other
interests pursuant to 11 U.S.C. Section 363(f) after Confirmation
of the Plan at any time, and to deposit the net proceeds remaining
after costs of sale and maintenance into the registry of the
Bankruptcy Court for further disposition following the adjudication
of the parties' rights related to the Contested Corvette Vehicle.
In addition to all other rights to settle Claims in the Plan, the
Debtor will have the right to resolve and settle all alleged liens,
claims, encumbrances, and other interests in or against the
Contested Corvette Vehicle. The Debtor reserves all rights
regarding the Contested Corvette Vehicle and the proceeds from
same, including to surcharge such property under 11 U.S.C. Section
506(b).
As discussed in the related adversary, the Contested Corvette
Vehicle is a specialty, customized vehicle built from vintage body
and chassis, but otherwise using all brand-new or newer
high-performance components. Vehicles like this are typically
conveyed via bill of sale, rather than traditional blue Texas
title.
The Debtor has received an offer to purchase the Contested Corvette
Vehicle for $80,000. It believes that this is a fair price for a
custom build such as this. As reference, the original customer
(Radenne) that ordered the Contested Corvette Vehicle and provided
the specifications allegedly paid approximately $95k toward the
purchase price.
The sale will be "as-is where-is."
The Debtor believes that such offer is fair and reasonable, and
should be consummated in order to allow for the Contested Corvette
Vehicle to be liquidated and proceeds addressed per the Chapter 11
Plan. Accordingly, its position is that it could consummate the
sale without further Court intervention, but in an abundance of
caution files this Motion seeking approval to consummate the sale
of the Contested Corvette Vehicle, and to deposit the proceeds into
the registry of this Court or other account as directed by the
Court.
The Debtor will provide notice of this sale to the parties that
have asserted interests in the Contested Corvette Vehicle: Franck
Radenne, John Franklin Cooley, Jr., UPS Capital Business Credit,
and Northeast Bank and request such parties to provide higher
offers if they have interest.
About Duntov Motor Company
Duntov Motor Company, LLC filed a petition for Chapter 11
protection (Bankr. N.D. Texas Case No. 21-40348) on Feb. 20, 2021,
listing up to $500,000 in assets and up to $1 million in
liabilities. Behrooz Vida has been appointed as the Subchapter V
trustee in the Debtor's bankruptcy case.
Judge Mark X. Mullin oversees the case.
The Debtor tapped Quilling, Selander, Lownds, Winslett & Moser PC
as bankruptcy counsel, Hahn Law Firm P.C. as special litigation
counsel, and Andy D. Plagens LLC as accountant.
EMERALD SEVEN: Unsecured Creditors Will Get 100% of Claims in Plan
------------------------------------------------------------------
Emerald Seven, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California a Disclosure Statement which relates
to accompanying Chapter 11 Plan dated October 25, 2022.
In approximately January of 2018, Debtor entered into a five-year
Commercial Lease Agreement (hereinafter, "Lease Agreement") for the
commercial property located at 8821 Norwalk Boulevard, Whittier, CA
90606 ("Norwalk") with Peter Oh ("Tenant").
Jimmy Duong is the sole managing member, sole director, and sole
owner of the Debtor with the authority to make decisions on behalf
of the Debtor. As a result of Jimmy's medical condition, surgery
and medication prescribed for treatment, he was (and still is)
wheelchair-bound and intermittently hospitalized throughout 2020
and 2021 for ongoing medical treatment. In approximately December
of 2020, Jimmy received the first notice, dated December 1, 2020,
from the CDTFA regarding the alleged cannabis business at the
Premises. The Debtor, through Jimmy, put the Tenant on notice of
their eviction and the Tenant vacated Norwalk on or around January
of 2021.
On Feb. 28, 2022, the Debtor, through his counsel, Omid J. Shirazi,
filed a Verified Complaint which initiated a state court case in
Orange County, California known by case number 22NWCV00135 ("State
Court Action"). However, after speaking with counsel, Debtor
decided to file this bankruptcy in order to preserve its most
valuable asset and reorganize its financial affairs in a Chapter 11
plan.
The Debtor is working with a real estate agent to obtain a new
tenant for Norwalk to generate income for the Debtor to use to
assist in funding a Chapter 11 plan, however, until the CDTFA's
Demurrer and its Motion To Strike Jury Trial Demand are heard on
December 13, 2022, it is hard to know what will happen in this case
and to the Premises.
The Debtor's real estate agent has advised the Debtor that Norwalk
will likely rent for approximately $3,000 per month. The Debtor's
real estate agent has also advised the Debtor that Norwalk would
likely sell for approximately $750,000.00 which the Debtor believes
will be sufficient funds to pay all allowed claims in the case
after he is given the opportunity to litigate the validity of the
CDTFA's claim. Even if the Debtor is unable to rent out the Norwalk
for an amount sufficient to cover a plan payment approved/confirmed
by this Court, Jimmy has advised that he will have the ability to
contribute appropriate funds to fund a plan to pay all allowed
claims in this case in full up to approximately $600,000.00 or will
obtain funds through financing or the sale of Norwalk to pay
allowed claims.
The Debtor's exit strategy in this case is have its day in Court,
to actually have the merits of the CDTFA's claim determined. In
good faith, and to avoid any accusation about forum shopping the
Debtor has not filed a claim objection to the CDTFA's claim in this
case because the State Court Action was and still is pending. If
the Court determines it is more appropriate, to move this matter
along more expeditiously before this Court, the Debtor will bring a
claim objection to the CDTFA claim/Claim 4, within 30 days of the
next hearing before this Court.
Once the CDTFA claim is determined, the Debtor will know whether it
will be proposing to the CDTFA claim over a 60-month plan period,
whether it will have to liquidate Norwalk, or whether it will be
able to obtain financing to pay a portion or all of the claims in
this case/pay a portion of the claims from financing and the
remainder through a monthly payment plan. The Debtor has no assets
other than Norwalk and so long as the Debtor never accidentally
rents to a cannabis selling entity that does not pay its taxes,
there is little to no risk in the proposed Plan.
Either the Debtor will be held liable for the disputed amounts in
the CDTFA's claim and the Debtor will have to pay, refinance, sell
Norwalk, as it could do now, or the CDTFA's claim will be
determined at an amount low enough that the Debtor will be able to
pay all claims in full upon the Effective Date of the Plan.
Class 4 consists of General Unsecured Claims. Class 4 contains all
general unsecured claims that, for convenience, are to be paid in
full on the Effective Date (as permitted by § 1122(b)). Claims in
class 4 will be paid an estimated percentage of 100% but not more
than the liquidation value of property.
Class 5 consists of interests. This class will remain unchanged
unless otherwise provided in the exhibits to the Plan and
Disclosure Statement.
On the Effective Date, all property of the bankruptcy estate will
vest in the reorganized Debtor pursuant to § 1141(b) & (c), free
and clear of all claims and interests except as otherwise provided
in this Plan.
The Debtor's managing member will:
* Contribute personal funds to the plan to pay the required
Chapter 11 plan payment in addition to rents that the DIP brings in
after it acquires a tenant;
* obtain financing, subject to this Court's approval, to pay
the required Chapter 11 plan payments; and/or
* file a motion to sell the real property that is the only
asset of this bankrutpcy estate, to pay the appropriate amount
under the Chapter 11 plan.
Jimmy Duong, the current managing member of the Debtor, will
continue to serve as same and seeks no compensation from the Debtor
for serving in this capacity.
A full-text copy of the Disclosure Statement dated Oct. 25, 2022,
is available at https://bit.ly/3gWGgyw from PacerMonitor.com at no
charge.
Attorney for Debtor:
Summer Shaw, Esq.
SHAW & HANOVER, PC
42-600 Cook Street, Suite 210
Palm Desert, CA 92211
Telephone No:(760) 610-0000
Facsimile No: (760) 687-2800
Email: ss@shaw.law
About Emerald Seven
Emerald Seven, LLC, owns the commercial property located at 8821
Norwalk Boulevard, Whittier, CA 90606. Jimmy Duong is the sole
managing member, sole director, and sole owner of the Debtor with
the authority to make decisions on behalf of Emerald Seven.
Emerald Seven, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 22-10348) on March 1, 2022.
The Debtor is represented by Summer Shaw, Esq. of SHAW & HANOVER,
PC.
ENDO INTERNATIONAL: Seeks to Hire KPMG LLP as Tax Service Provider
------------------------------------------------------------------
Endo International plc and its subsidiaries seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to
employ KPMG LLP to provide tax compliance and tax consulting
services.
The firm will be paid at these rates:
Partners $1,143 per hour
Managing Directors $1,057 per hour
Senior Managers $927 per hour
Managers $784 per hour
Senior Associates $642 per hour
Associates $392 per hour
Paraprofessionals $249 per hour
Rupali Amin, a partner at KPMG, disclosed in a court filing that
her firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Rupali Amin, CPA
Kpmg LLP
1601 Market Street
Philadelphia, PA 19103
Tel: +1 267 256 7000
Fax: +1 267 256 7200
Email: ramin@kpmg.com
About Endo International
Endo International plc is a generics and branded pharmaceutical
company. It develops, manufactures, and sells branded and generic
products to customers in a wide range of medical fields, including
endocrinology, orthopedics, urology, oncology, neurology, and other
specialty areas. On the Web: http://www.endo.com/
On August 16, 2022, Endo International and certain of its
subsidiaries initiated voluntary prearranged Chapter 11 proceedings
(Bankr. S.D.N.Y. Lead Case No. 22-22549). The Company's cases are
pending before the Honorable James L. Garrity, Jr. The Company has
put up a Web site dedicated to its restructuring:
http://www.endotomorrow.com/
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
legal counsel; PJT Partners LP as investment banker; and Alvarez &
Marsal as financial advisor. Kroll is the claims agent.
Roger Frankel, the legal representative for future claimants in
these Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway
Stargatt & Taylor, LLP as counsel and Ducera Partners LLC as
investment banker.
ENOVA INTERNATIONAL: S&P Affirms 'B' Rating on Sr. Unsecured Notes
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Enova
International Inc. and its 'B-' rating on the company's senior
unsecured notes. The outlook remains stable.
S&P said, "We affirmed our 'B' rating on Enova following the
application of our financial institutions rating methodology. Over
the past few years, Enova has transitioned from short-term loans to
longer duration, installment loans and line of credit (100% of
total receivables as of September 2022). To add to its product
offering, in 2020 the company acquired OnDeck Capital to grow its
small business book. Combined, these actions have lowered risk in
the company's loan portfolio, eliminating short-term payday loans
in the U.S. and transitioning to longer-duration, consumer loans.
As a result, we now believe Enova is a better peer to consumer
lenders rated under our financial institutions rating methodology.
"Our rating on Enova is based on the company's increasing tangible
equity, steady operating profitability, reliance on secured funding
to grow its book more than other rated consumer lender peers, and
exposure to nonprime lending, which carries higher net charge-offs
and potential for heightened regulatory scrutiny. Enova operates in
the highly regulated consumer finance industry. It is regulated by
the Consumer Financial Protection Bureau (CFPB) at the federal
level and by states at the local level.
"Enova generates most of its revenues by offering high-yield,
medium-term, unsecured installment loans. While the company
provides an array of consumer financing products, we believe the
customer base and product offering to be homogenous, which lends it
to significant competition. Over the past few years, we have seen
an increase in competition for consumer financing through the
emergence of internet-based platforms from commercial banks,
peer-to-peer providers, and smaller nonbank lending startups. Enova
offers its core products to subprime and near-prime borrowers,
effectively heightening compliance, reputational, and regulatory
risks." Currently, Enova offers its products under two groups:
Consumer: Includes lending to subprime and near-prime customers
through single-pay loans, installment loans, and line of credit
accounts. The subprime loans are $150-$4,000 with a term of two
weeks to 24 months and interest of 100%-450% annualized. The
near-prime installment loans are $500-$10,500 with a term of three
months to 60 months and interest of 34%-240% annualized.
Small Business: Includes receivables purchase agreements (RPAs),
installment loans, term loans, and lines of credit. The loans are
$5,000-$250,000 with interest of 40%-99% annualized.
S&P said, "The stable outlook reflects our expectations that over
the next 12 months, the macroeconomic headwinds will lead to Enova
operating with leverage, as measured by debt to ATE, of 2.75x-3.5x
versus its current level of around 2.5x. Our outlook also considers
Enova's transition to longer-duration loans and small business
lending, its growing tangible equity, no imminent refinancing risk,
and no new regulatory rules or findings.
"We could lower the ratings over the next 12 months if leverage
approaches 4.5x. We could also lower the ratings if Enova's credit
performance significantly deteriorates or it becomes subject to a
material regulatory finding, such that it impedes operating
performance.
"An upgrade is unlikely over the next 12 months. Over time, we
could raise the rating if leverage remains well below 2.75x, credit
quality remains stable, the company shows a longer track record of
underwriting small business loans, and there are no material
regulatory rules or findings that could impede its operating
performance."
Environmental, Social, And Governance
ESG credit indicators: E-2, S-3, G-2
S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of Enova. Enova's consumer borrowers
are subprime, and we believe lending to these customers heightens
compliance, reputational, and regulatory risks. Despite ongoing
U.S. state regulations that limit interest rates charged by
consumer finance companies, we expect Enova to be better positioned
than other companies that rely on short-term payday loans because
it has minimal exposure to single-pay loans. The company is also
complying with the CFPB regarding a Civil Investigation Demand that
was levied on Enova on May 24, 2021, concerning certain loan
processing issues."
EXWORKS CAPITAL: CIBC Bank Says Amended Plan Unconfirmable
----------------------------------------------------------
CIBC Bank USA objects to the motion of Exworks Capital, LLC, for an
order approving the Disclosure Statement.
CIBC is a significant unsecured creditor and it possesses two
claims against the Debtor, both of which have been classified as
Class 5 – General Unsecured Claims: (a) a general unsecured claim
on account of the PPP Loan in the amount of no less than
$735,948.49 and (b) a contingent, unliquidated claim on account of
its interests in the Litigation.
The Debtor estimates that the total amount of Class 5 claims for
voting purposes is $1,842,977. CIBC's claim on account of the PPP
Loan alone equals nearly 40% of this amount. In the event there is
any Litigation Recovery, CIBC's claims would comprise an even more
significant portion of Class 5 claims.
However, the Disclosure Statement fails to provide adequate
information for claimholders such as CIBC to evaluate the Amended
Plan and make a well-informed decision regarding the treatment of
their respective claims and whether to vote in favor of or against
the Amended Plan.
Specifically, the Disclosure Statement fails to provide adequate
information regarding: (a) the estimated amount and recovery of
Class 5 claims, (b) whether the Debtor will pursue forgiveness of
the PPP Loan, (c) the value of Avoidance Actions which the Debtor
proposes to assign to the Liquidating Trust, (d) the Plan Loan and
any alternate financing, (e) the estimated amount of Administrative
Expense Claims and Professional Fee Claims, and (f) proposed
transactions with certain insiders.
In addition, the Debtor seeks to place a de minimis value on CIBC's
contingent, unliquidated claim for voting purposes—in the amount
of $1.00—without disclosing the basis for such designation,
notwithstanding the fact that CIBC would be entitled to a
significant portion of any Litigation Recovery.
CIBC Bank asserts that the Amended Plan elevates the King &
Spalding Claim above the claims of other holders of general
unsecured creditors by, among other things, providing King &
Spalding with a payment of $500,000 on the Effective Date and
potential premiums that not only are unavailable to other holders
of general unsecured claims, but may also substantially reduce the
amount of Litigation Recovery available for distribution to other
general unsecured creditors.
Accordingly, because the Amended Plan is unconfirmable, it would be
futile to approve the Disclosure Statement and the Disclosure
Statement should not be approved.
A full-text copy of CIBC Bank's objection dated October 24, 2022,
is available at https://bit.ly/3DNg42p from PacerMonitor.com at no
charge.
Counsel for CIBC Bank USA:
Jeremy W. Ryan, Esq.
R. Stephen McNeill, Esq.
Sameen Rizvi, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6th Floor
Wilmington, Delaware 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
Email: jryan@potteranderson.com
rmcneill@potteranderson.com
srizvi@potteranderson.com
– and –
Peter A. Siddiqui, Esq.
Stephanie K. Hor-Chen, Esq.
KATTEN MUCHIN ROSENMAN LLP
525 West Monroe Street
Chicago, Illinois 60661-3693
Telephone: (312) 902-5200
Facsimile: (312) 902-1061
Email: peter.siddiqui@katten.com
stephanie.hor-chen@katten.com
About Exworks Capital
ExWorks Capital, LLC is an Oak Brook, Ill.-based company engaged in
financial investment activities.
ExWorks filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Del. Case No. 22-10213) on March 14,
2022, with up to $500,000 in assets and up to $10 million in
liabilities. On Aug. 8, 2022, the court entered an order
redesignating the Debtor's case as an ordinary Chapter 11 case.
Judge Brendan Linehan Shannon oversees the case.
The Debtor tapped Baker & Hostetler, LLP as bankruptcy counsel, and
King & Spalding, LLP as special counsel.
EXWORKS CAPITAL: Luke LaHaie Says Disclosure Statement Deficient
----------------------------------------------------------------
Luke LaHaie objects to the Combined Disclosure Statement and First
Amended Chapter 11 Plan of Liquidation of Exworks Capital, LLC.
LaHaie claims that the principal flaw is that the DS is woefully
deficient with respect to providing any facts or objective analysis
with respect to the real value of the Debtor's principal asset; the
Litigation. The Disclosure Statement equally fails to describe how
the Exit Financing—proposed by insiders—will, if approved,
significantly and negatively affect potential creditor recoveries.
LaHaie points out that the DS falsely claims that "[t]he Debtor
does not believe there is any alternative at this time that would
result in greater recoveries to Holders of Claims than those
described herein." This is simply not true. This Court has stated
that the filing of a plan is an invitation to negotiate.
LaHaie asserts that Plan discriminates unfairly in its treatment of
King & Spalding's general unsecured claim for pre-petition
services. The insurance payments that King & Spalding received are
property of the Debtor's estate. As such, they may only be applied
to pay expenses of administration or ratably to all
priority/general unsecured claims. They cannot be devoted solely to
satisfy King & Spalding's pre-petition fees.
LaHaie further asserts that the DS at Section XIV(B)(1) also
unlawfully seeks to implement a discharge injunction mirroring the
discharge language found in §524(a)(2) and (3). Because this is a
no discharge case, the Debtor is not entitled to a discharge
injunction to implement a discharge.
A full-text copy of LaHaie's objection dated Oct. 24, 2022, is
available at https://bit.ly/3WiYnPt from PacerMonitor.com at no
charge.
Counsel to the Luke LaHaie:
THE ROSNER LAW GROUP LLC
Frederick B. Rosner, Esq.
Zhao (Ruby) Liu, Esq.
824 N. Market Street, Suite 810
Wilmington, DE 19801
Tel: (302) 777-1111
rosner@teamrosner.com
liu@teamrosner.com
About Exworks Capital
ExWorks Capital, LLC, is an Oak Brook, Ill.-based company engaged
in financial investment activities.
ExWorks filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Del. Case No. 22-10213) on March 14,
2022, with up to $500,000 in assets and up to $10 million in
liabilities. On Aug. 8, 2022, the court entered an order
redesignating the Debtor's case as an ordinary Chapter 11 case.
Judge Brendan Linehan Shannon oversees the case.
The Debtor tapped Baker & Hostetler, LLP, as bankruptcy counsel,
and King & Spalding, LLP as special counsel.
FLAG LUXURY: Bank Debt Trades at 90% Discount
---------------------------------------------
Participations in a syndicated loan under which Flag Luxury
Properties LLC is a borrower were trading in the secondary market
around 9.78 cents-on-the-dollar during the week ended Fri., October
28, 2022, according to Bloomberg's Evaluated Pricing service data.
The $140.0 million facility is a term loan that matured in 2011.
As of October 28, 2022, the amount was fully drawn and
outstanding.
New York-based Flag Luxury Properties, LLC operates as a real
estate development company that focuses on hotels and residences,
as well as land-based entertainment and retail projects.
FLY LEASING: S&P Upgrades ICR to 'CCC', Outlook Developing
----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Fly Leasing
Ltd. to 'CCC' from 'SD' (selective default) following its
repurchase of about $100 million of its 7% senior unsecured notes
due 2024 at levels well below par. While the debt repurchases have
had a modest positive effect on the company's credit metrics, its
upcoming maturities over the next two years remain sizeable.
S&P also affirmed its 'CCC+' issue-level rating on Fly Funding II
S.a.r.l's 2012 term loan, revised its recovery rating to '2'
(70%-90%; rounded estimate: 85%) from '1', and removed the rating
from CreditWatch, where S&P placed it with negative implications on
Sept. 2, 2022.
S&P's 'D' issue-level rating on the company's 7% senior unsecured
notes will remain unchanged until it believes the risk of
additional distressed debt repurchases is remote.
The developing outlook reflects the continued uncertainty around
Fly's refinancing plans for its sizeable upcoming debt maturities,
including the Fly Aladdin facility due 2023 and its 7% senior
unsecured notes due 2024.
The 'CCC' rating reflects the refinancing risks associated with
Fly's upcoming debt maturities. S&P said, "The upgrade reflects our
reassessment of our issuer credit rating on the company following
its below-par repurchase of about $100 million of its 7% senior
unsecured notes due 2024. We viewed the repurchase transaction as
distressed because the debtholders received less than they were
promised under the original debt obligations."
Despite the partial repurchase (which has somewhat reduced its debt
and interest expense), Fly's upcoming maturities remain sizeable.
The company is current on the Fly Aladdin facility ($106 million
outstanding as of July 31, 2022) that matures in June 2023 and the
maturity of its 7% senior unsecured notes is about two years away
(about $300 million outstanding after the partial repurchase).
Therefore, S&P continues to assess Fly's liquidity as less than
adequate.
S&P said, "We believe Carlyle Aviation Partners (its parent) would
likely be able to refinance or secure an extension of the Fly
Aladdin facility, given their prior track record and the quality of
the collateral (the facility is currently backed by liquid
narrowbody aircraft). However, due to the current macroeconomic
environment, the terms, pricing, and timing of such a transaction
remain uncertain.
"We also believe the company faces heightened refinancing risks
related to the remaining portion of its 7% senior unsecured notes
due 2024. Carlyle Aviation Partners has historically accessed the
aircraft asset-backed securities (ABS) market to meet its financing
needs. However, we believe Fly's ability to refinance its debt
obligations with the proceeds from a new debt issuance is currently
limited given the volatility in the capital markets and the weaker
macroeconomic environment."
The developing outlook reflects the continued uncertainty around
Fly's refinancing plans for its sizeable upcoming debt maturities,
including the Fly Aladdin facility and its 7% senior unsecured
notes due 2024.
S&P could lower its ratings on Fly if:
-- S&P believes it will be unable to refinance its upcoming debt
maturities, including the Fly Aladdin facility and its 7% notes due
2024; or
-- It engages in another refinancing/exchange transaction that S&P
views as distressed (outside of potential incremental below-par
repurchases of its 7% notes).
S&P could raise its rating on Fly if it successfully refinances its
upcoming maturities at par such that S&P views its liquidity
position as comfortable over the next 12-24 months.
ESG credit indicators: E-2, S-3, G-3
FREE SPEECH: Sandy Hook Families Seek to Max Out Jones Penalty
--------------------------------------------------------------
Laurel Calkins of Bloomberg News reports that Sandy Hook families
said a Connecticut judge should impose "the highest possible
punitive damages" for Alex Jones, suggesting by one calculation
that could be as high as $2.75 trillion.
The families said that additional damages are warranted on top of a
nearly $1 billion jury award because Jones broke a state law
barring the sale of products using false statements. They reached
the trillion-dollar sum by multiplying the state law's up-to $5,000
per-violation fine by the 550 million social media exposures
Jones's audience received on his Facebook, YouTube and Twitter
accounts in the three years following a school shooting.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022. The Debtors agreed to the dismissal of the Chapter 11
cases in June 2022 after the Sandy Hook victim families dismissed
the three bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden has been appointed as Subchapter V trustee.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is the Debtor's counsel.
GAUCHO GROUP: Board OKs $0.20 Floor Price on Notes Conversion
-------------------------------------------------------------
As previously disclosed on Gaucho Group Holdings, Inc.'s Current
Reports on Forms 8-K filed with the Securities and Exchange
Commission on Oct. 4 and 20, 2022, the Board of Directors of Gaucho
Group approved an offering of a series of 7% convertible promissory
notes to accredited investors on Oct. 4, 2022 and amended the
offering on Oct. 19, 2022.
On Oct. 22, 2022, the Board of Directors of the Company approved
the inclusion of a $0.20 floor price on conversion of the Notes as
required by Nasdaq rules. Upon conversion, if applicable, the
price per Unit will be based on a conversion price of the lesser
of, but in no event lower than $0.20: (i) $0.21 per Unit; and (ii)
the three-day volume weighted average closing price (VWAP) of the
Company's common stock beginning on the date that is two days prior
to the conversion date. Assuming full subscription of the Notes,
conversion of the Notes at $0.20, and exercise of all of the
underlying warrants, the Company will raise up to $5,250,000. All
other terms of the Notes remain the same.
As of Oct. 24, 2022, the Company had issued convertible promissory
notes with an aggregate principal amount of $889,000.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its
wholly-owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort. In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Gaucho Group reported a net loss of $2.39 million for the year
ended Dec. 31, 2021, a net loss of $5.78 million for the year ended
Dec. 31, 2020, and a net loss of $6.96 million for the year ended
Dec. 31, 2019. As of June 30, 2022, the Company had $25.01 million
in total assets, $10.25 million in total liabilities and $14.75
million in total stockholders' equity.
GIRARDI & KEESE: Attys Ask Judge to Send Illinois Theft Suit to Cal
-------------------------------------------------------------------
Two ex-Girardi Keese attorneys accused of hiding their former boss'
theft of millions from clients are urging an Illinois federal judge
to send their former co-counsel's fraud and conversion suit against
them to California, where they face similar allegations.
In EDELSON PC, v. THOMAS GIRARDI, GIRARDI KEESE, ERIKA GIRARDI
a/k/a ERIKA JAYNE, EJ GLOBAL LLC, GIRARDI FINANCIAL, INC., DAVID
LIRA, KEITH GRIFFIN, JOHNSTON HUTCHINSON & LIRA LLP, ROBERT
FINNERTY, ABIR COHEN TREYZON SALO, LLP, CALIFORNIA ATTORNEY LENDING
II, INC., STILLWELL MADISON, LLC, and JOHN DOE 1-10, Case No.:
1:20-cv-07115 (N.D. Ill.), defendants DAVID LIRA and KEITH GRIFFIN
are asking the U.S. District Court for the Northern District of
Illinois to enter an order transferring the instant case from the
Northern District of Illinois to the Northern District of
California, or in the alternative, to the Central District of
California.
In seeking the transfer, they explain that Edelson PC has
voluntarily filed two substantially similar lawsuits, alleging the
same primary set of facts, in two separate judicial districts,
initially here in the Northern District of Illinois and
subsequently in the Northern District of California, styled as
Edelson PC v. Lira et al., case number 3:22-cv-03977-JSC
("California Action").
After amending their complaint in the Northern District of Illinois
on Aug. 30, 2022, Edelson PC seeks to recover damages in both cases
which arise from the identical set of underlying liability facts.
In the N.D. Ill. Court, Edelson is seeking damages for its share of
co-counsel fees, alleging claims of conversion, violation of
California Penal Code Sec. 496, and fraud. In the California
action, Edelson purports to recover funds for the Lion Air clients
for which it allegedly accepted an assignment of tort claims in
return. The two lawsuits allege the identical liability story of a
Girardi fraud scheme. Edelson is claim splitting seeking two
separate types of damages for the same alleged wrongful conduct.
The California Action includes additional defendants, including
Erika Jayne (Girardi’s ex-wife) and her company as well as other
third-parties, who are not likely subject to personal jurisdiction
in Illinois.
The Defedants claim that in analyzing the criteria necessary to
support a venue transfer, the factors overwhelmingly favor
transferring the Illinois Action to California, the situs where the
majority of the defendants in both actions reside, the location of
the alleged malfeasance perpetrated by Girardi, and the only
location where all the defendants in both cases are subject to
jurisdiction. Most importantly, the interest of justice in
consolidating two related cases in a single venue, where
jurisdiction is appropriate for all litigants, weighs heavily in
favor of transfer. Further, there will not be any risk of
inconsistent judgments.
The reason why this motion is seeking an alternative request for
transfer to the Central District of California is because all
appearing defendants in the California Action have filed motions to
transfer the action from the Northern District of California to the
Central District of California. Those motions are set to be heard
on Dec. 1, 2022.
Reuters reported that in Edelson PC vs. Lira, et al., No.
22-cv-3977 (N.D. Cal.)., plaintiffs' law firm Edelson in July 2022
sued attorney Tom Girardi’s estranged wife and former members of
Girardi’s law firm in San Francisco federal court, seeking
damages after Edelson covered settlement payments owed to Girardi's
former clients in litigation over the 2018 Lion Air crash. The
lawsuit was filed after a judge in Illinois in April approved a
plan for Edelson to pay five families in the Lion Air case at least
$2 million. The new lawsuit against reality TV star Erika Jayne
Girardi, her company EJ Global and former Girardi Keese attorneys
David Lira and Keith Griffin says the Girardis took settlement
funds intended for clients and used them to bankroll their lavish
lifestyle. The lawsuit also names as defendants legal consultant
George Hatcher, former Girardi Keese chief financial officer Chris
Kamon and the litigation funder California Attorney Lending II.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
Telephone: (310) 640-1200
GOODYEAR TIRE: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed The Goodyear Tire & Rubber Company's
(Goodyear) and its Goodyear Europe B.V. (Goodyear Europe)
subsidiary's Long-Term Issuer Default Ratings (IDRs) at 'BB-'.
Fitch has also affirmed Goodyear's secured ABL revolving credit
facility at 'BB+'/'RR1' and its senior unsecured notes at
'BB-'/'RR4'. Fitch has affirmed Goodyear Europe's secured revolving
credit facility at 'BB+'/'RR2' and its senior unsecured notes at
'BB-'/'RR4'.
Goodyear's ratings apply to a $2.75 billion secured ABL revolver
and $5.0 billion of senior unsecured notes. Goodyear Europe's
ratings apply to an EUR800 million secured revolver and EUR400
million of senior unsecured notes.
The Rating Outlook is Stable.
Goodyear's ratings reflect Fitch's expectation that the company's
credit profile will fall within Fitch's ratings sensitivities over
the intermediate term. Although weakening macroeconomic conditions
could slow global tire demand growth, Goodyear's healthy liquidity,
moderating raw material costs and synergies from the 2021 Cooper
Tire & Rubber Company (Cooper) acquisition will help the company
weather economic uncertainty.
KEY RATING DRIVERS
Long-Term Tire Demand Fundamentals Solid: Over the long term, Fitch
expects global replacement tire shipments to grow with the rising
vehicle population. In addition, the tire industry's shift toward
larger diameter, higher technology premium tires, especially in
emerging markets, will benefit tire manufacturers like Goodyear
that focus on these higher margin products. This dynamic will
accelerate as the population of electric vehicles (EVs) grows,
given the more advanced tire technology requirements of EVs,
especially for premium EVs that will be introduced over the next
few years. Goodyear has won a number of original equipment (OE) EV
fitments that it has begun supplying, particularly in Europe.
Near-Term Margin Contraction: Fitch expects Goodyear's EBITDA
margins to contract somewhat in 2022, largely due to the effect of
inflation on raw materials and other costs. Although the company
has largely been successful in offsetting rising material costs
through higher prices and improved mix, Fitch expects EBITDA
margins could decline by around 100 bps in 2022 vs. the 11.3%
recorded in 2021 (calculated according to Fitch's methodology).
Over the intermediate term, Fitch expects margins to rise as the
company achieves acquisition synergies and benefits from other
restructuring actions. Margins are also likely to be supported over
the intermediate term by moderating raw material costs and volume
growth.
Declining Leverage: Fitch expects Goodyear's gross EBITDA leverage
(debt, including off-balance sheet factoring/Fitch-calculated
EBITDA) to decline toward the upper-3x range by YE 2022, down from
4.0x at YE 2021. Leverage at YE 2021 was affected by timing of the
Cooper acquisition, which closed in June 2021. Fitch expects
leverage to decline further, toward the low-3.0x range, over the
following two years, even with a weaker macroeconomic backdrop, as
operating conditions normalize and the company realizes synergies
from the Cooper acquisition.
Fitch expects debt, including off-balance sheet factoring, to
remain around $7.8 billion, with some intra-year fluctuations
driven by temporary borrowings to fund seasonal working capital
needs.
Improving FCF: Fitch expects Goodyear's FCF will be modestly
negative in 2022, but improved vs. 2021, as the company continues
to replenish its tire inventories, which have remained below the
company's target level due to strong demand following the company's
temporary plant shut-downs in 2020. Beyond 2022, Fitch expects
Goodyear's FCF to turn modestly positive and run in the low-single
digit range as the company realizes acquisition synergies and
working capital normalizes.
Goodyear suspended its common dividend in 2020, and any future
reinstatement of dividends would influence Fitch's FCF calculation.
However, Fitch expects the company will be judicious in deciding
whether to potentially reinstate common dividends.
Fitch expects capex, on a dollar basis, to run higher than
historical levels going forward due to the addition of Cooper's
operations. Capex will also be driven by several global plant
modernization projects, and, over the intermediate term, projects
to expand production in low-cost regions. Fitch expects capex as a
percentage of revenue to generally run in the 5.5%-6.0% range over
the next few years, which would be a little higher than
pre-acquisition levels.
Other Rating Considerations: The pandemic has led to a number of
challenges to global supply chains, and although Goodyear has been
able to manage through these difficulties, persistently elevated
costs associated with these issues could lead to
lower-than-expected margins and FCF. A decline in economic activity
in certain global regions due to high inflation and rising interest
rates could result in further supply chain challenges and reduced
tire demand in those end-markets.
The tire industry also remains highly competitive, and although the
Cooper acquisition has broadened Goodyear's product portfolio,
several of Goodyear's global competitors have stronger credit
profiles and greater financial flexibility to manage through a
potential period of deteriorating tire market conditions. Fitch
generally expects replacement tire demand to hold up in a softer
macroeconomic environment, but a reduction in vehicle miles
traveled could reduce overall tire demand, while weaker consumer
confidence could drive end-customers toward lower priced, lower
quality tires.
DERIVATION SUMMARY
Goodyear has a relatively strong competitive position as the
third-largest global tire manufacturer, with highly recognized
brands and a focus on higher-margin, large-rim diameter premium
tires. The company's geographic diversification continues to grow,
particularly in the Asia Pacific region, as rising incomes in
emerging markets lead to increased demand for premium tires. The
company's product and end-market diversification increased further
with the introduction of Cooper tires to Goodyear's product
offering in mid-2021.
With nearly 80% of the company's tire volume going into the global
replacement tire market, Goodyear's unit sales are somewhat
insulated from economic volatility, similar to other large global
tire manufacturers, such as Compagnie Generale des Etablissements
Michelin (A-/Stable) and Continental AG (BBB/Stable), or vehicle
aftermarket suppliers, such as Clarios International Inc.
(B/Stable) and First Brands Group LLC (BB-/Stable).
Goodyear's margins are roughly consistent with those of the other
large Fitch-rated tire manufacturers, Michelin and Continental, but
Goodyear's leverage is considerably higher, as the other two
companies generally maintain midcycle EBITDA leverage below 1.0x.
Goodyear's midcycle leverage is roughly consistent with that of
auto and capital goods suppliers in the 'BB' category, such as
Dana, Inc. (BB+/Negative) and Allison Transmission Holdings, Inc
(BB/Positive).
Goodyear's margins are relatively strong compared with typical
'BB'-category auto-related issuers, but this is tempered by
seasonal working capital swings that lead to more variability in
FCF over the course of a typical year. FCF margins are also highly
sensitive to raw material costs and capex.
Fitch has used its Parent and Subsidiary Linkage Rating Criteria to
assign ratings to Goodyear Europe, using the stronger subsidiary
approach. Based on the criteria, Fitch has concluded that ring
fencing and access and control are both open. As such, Fitch rates
Goodyear and Goodyear Europe at the consolidated level with no
notching between the entities.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within The Rating Case for the Issuer:
- Fitch's forecast assumes the U.S. enters a mild, short-lived
recession in 2023, while Europe experiences a more significant
recession beginning in late 2022. The Asia Pacific region
experiences moderate economic growth in 2023 as China bounces back
from COVID lockdowns in 2022. Stronger growth is expected in 2024
as the U.S. and European economies recover;
- Global light vehicle production rises about 3% in 2022, including
an 11% increase in North America, with a further modest recovery in
production seen in subsequent years as an improving supply chain is
partially offset by weaker macro conditions in the U.S. and
Europe;
- Global replacement tire demand grows in the low-single digit
range over the next couple years, with stronger growth seen beyond
2024;
- Acquisition synergies continue to ramp up over the next several
quarters and reach a run rate of about $250 million by mid-2023;
- Costs to achieve synergies total about $200 million;
- Capex runs at around 5.5%-6.0% of revenue over the next several
years;
- FCF is modestly negative in 2022, largely due to negative working
capital as the company continues to rebuild inventories, then runs
in the 0.5%-1.5% range over the following years;
- The company maintains a solid liquidity position, including cash
and credit facility availability.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Continued growth in tire unit volumes, market share and pricing;
- Sustained FCF margins of 1.5%;
- Sustained gross EBITDA leverage below 3.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A significant step-down in demand for the company's tires without
a commensurate decrease in costs;
- An unexpected increase in costs, particularly related to raw
materials, that cannot be offset with higher pricing;
- A decline in the company's consolidated cash below $700 million
for several quarters;
- Sustained break-even FCF margin;
- Sustained gross EBITDA leverage above 4.0x.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects Goodyear's liquidity to remain
adequate. As of June 30, 2022, the company had $1.2 billion of cash
and cash equivalents, excluding Fitch's adjustments for not readily
available cash, and $3.2 billion available on its various global
credit agreements, including a total of $2.6 billion available on
its primary U.S. and European revolvers. The company has no
significant debt maturities until 2025, when its $800 million of
9.5% notes come due. The company amended and extended Goodyear
Europe's EUR800 million revolving credit agreement in October 2022,
shifting the maturity to 2028 from 2024.
According to its criteria, Fitch treats $600 million of Goodyear's
cash as not readily available, based on Fitch's estimate of the
amount of cash needed to cover seasonality in the company's
business.
Debt Structure: Goodyear's consolidated debt structure primarily
consists of a mix of secured bank credit facilities and senior
unsecured notes. As of June 30, 2022, Goodyear had $5.0 billion of
senior unsecured notes outstanding. It also had $570 million of
borrowings outstanding on its first-lien secured ABL revolver.
Goodyear Europe's debt structure included $416 million of senior
unsecured notes, $310 million of European revolver borrowings and
$246 million of on-balance sheet accounts receivable securitization
borrowings.
Goodyear also has various borrowings outstanding at certain
non-U.S. operations, including credit facilities in Mexico and
China. The Cooper subsidiary has $117 million in principal value of
senior unsecured notes outstanding that Goodyear does not guarantee
and that Fitch does not rate. (The Cooper notes were recorded at
$133 million on Goodyear's consolidated balance sheet at June 30,
2022 as a result of a fair-value adjustment made in conjunction
with the acquisition closing.)
In addition to its on-balance sheet debt, Fitch treated $597
million of off-balance sheet factoring as debt at June 30, 2022.
ISSUER PROFILE
Goodyear is the third-largest global tire manufacturer. The company
manufactures tires for passenger, commercial and off-highway
vehicles, as well as aircraft. In addition to tires, Goodyear
manufactures rubber-related chemicals and operates tire retail and
service outlets.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Goodyear Tire &
Rubber Company
(The) LT IDR BB- Affirmed BB-
senior secured LT BB+ Affirmed RR1 BB+
senior
unsecured LT BB- Affirmed RR4 BB-
Goodyear Europe
B.V. LT IDR BB- Affirmed BB-
senior
unsecured LT BB- Affirmed RR4 BB-
senior secured LT BB+ Affirmed RR2 BB+
GREEN ACRES: $20K Sale of Nickerson Mobile Home to Frantas Approved
-------------------------------------------------------------------
Judge Thomas L. Saladino of the U.S. Bankruptcy Court for the
District of Nebraska granted Green Acres MHP, LLC's sale of its
mobile home known as the Manufactured Home located on Lot #9, 207
Walnut Street, in Nickerson, Nebraska 68044, to Heather Franta and
Ben Franta for $19,995, nunc pro tunc.
The Franta's will make 120 monthly payments in the amount of
$286.87 at 12% interest to purchase the Property.
The Order does not grant authority for the Debtor to sell the
property free and clear of liens under section 363(f) since it was
not docketed as such and the filing fee was not paid. The Debtor
is responsible for giving notice to parties in interest as required
by rule or statute.
About Green Acres MHP LLC
Green Acres MHP, LLC filed a petition for relief under Subchapter
V
of Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No.
22-80635) on Aug. 25, 2022, listing $500,000 to $1 million in both
assets and liabilities. James A. Overcash has been appointed as
Subchapter V trustee.
Judge Thomas L. Saladino oversees the case.
Patrick Patino, Esq., at Patino King, LLC is the Debtor's
bankruptcy counsel while Croker, Huck, Kasher, DeWitt, Anderson &
Gonderinger, LLC serves as special counsel.
GREEN ACRES: $20K Sale of Nickerson Property to Frantas Deferred
----------------------------------------------------------------
Judge Thomas L. Saladino of the U.S. Bankruptcy Court for the
District of Nebraska deferred Green Acres MHP, LLC's proposed sale
of the mobile home known as the Manufactured Home located on Lot
#9, 207 Walnut Street, in Nickerson, Nebraska 68044, to Heather
Franta and Ben Franta for $19,995, nunc pro tunc, free and clear of
any liens or encumbrances.
The motion fails to provide any information as to the fair market
value of the property that was sold. Further, the motion fails to
state any information about the purchasers, including whether the
purchasers are related to or have any other connection to the
debtor or any of its officers.
The Movant will file a declaration in support of the motion.
Failure to do so will result in denial of the motion.
About Green Acres MHP LLC
Green Acres MHP, LLC filed a petition for relief under Subchapter
V
of Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No.
22-80635) on Aug. 25, 2022, listing $500,000 to $1 million in both
assets and liabilities. James A. Overcash has been appointed as
Subchapter V trustee.
Judge Thomas L. Saladino oversees the case.
Patrick Patino, Esq., at Patino King, LLC is the Debtor's
bankruptcy counsel while Croker, Huck, Kasher, DeWitt, Anderson &
Gonderinger, LLC serves as special counsel.
GROUP MANAGEMENT: N.D. Ga. Bankruptcy Court Bans Ware's Pleadings
------------------------------------------------------------------
Bankruptcy Judge Wendy L. Hagenau, on Monday, Oct. 24, 2022, issued
an order denying all the relief requested by Ulysses Thomas Ware
a/k/a Thomas Ware, whether in his individual capacity or as "legal
representative" of the debtor Group Management Corp.
The Debtor filed a chapter 11 petition under the Bankruptcy Code on
March 18, 2003. The petition was filed by "Thomas Ware" as
attorney for the Debtor and signed by Lamar Sinkfield as CEO. On
March 26, 2003, the Court entered an order requiring GMC to obtain
new counsel because Mr. Ware had been suspended from practicing in
the Northern District of Georgia as of June 29, 1999, for failing
to comply with sanctions orders entered in 1995 and 1996 by the
Bankruptcy Court. The Debtor then retained Sims Gordon to
represent it.
On April 10, 2003, the U.S. Trustee filed a Motion to Dismiss the
bankruptcy case with prejudice or, alternatively, to convert the
case to chapter 7. The U.S. Trustee alleged that the Debtor was
not a Georgia corporation or authorized to transact business in
Georgia, the schedules and statement of financial affairs had not
been timely filed, and the case was filed in bad faith to avoid or
forestall Mr. Ware's arrest under a Contempt Order issued by the
District Court for the Southern District of New York in case no.
02-cv-2219 (S.D.N.Y.) ("SDNY Case").
On May 20, 2003, the Court signed an order granting both the U.S.
Trustee's and the Subscribers' Motions to Dismiss and dismissing
the case. The Order prohibited the Debtor from filing another
bankruptcy petition for a period of 180 days. No one appealed or
challenged the dismissal order, hence, the case was closed on June
3, 2003.
After the expiration of the 180-day period, the Debtor filed a
second bankruptcy case in this district on Dec. 3, 2003, but this
time under chapter 7 of the Bankruptcy Code (Case No. 03-83009).
Mr. Ware was listed as counsel and Lamar Sinkfield signed again as
CEO. The Debtor attended its 341 meeting of creditors. The Debtor
did not receive a discharge. On Sept. 13, 2004, Mr. Ware, as
counsel for the Debtor, filed a Motion for Sanctions against the
Subscribers and Ari Rabinowitz, Michael Finkelstein, and Thomas
Badien, alleging that they violated the stay by continuing
proceedings in the SDNY Case. The matter was not scheduled for
hearing, and the Court entered an order on March 14, 2005 directing
the Debtor to re-serve certain parties and file a certificate of
service. No action was taken by the Debtor. In the meantime, the
Chapter 7 trustee filed a notice of no distribution on Oct. 12,
2004, and the case was closed on May 16, 2005.
Meanwhile, Mr. Ware's legal troubles continued. On May 28, 2003,
and again on June 22, 2004, the court in the SDNY Case entered an
order for Mr. Ware's arrest, and the court referred the matter to
the U.S. Attorney for prosecution of criminal contempt. On Nov.
17, 2004, Mr. Ware was indicted for criminal contempt and violating
18 U.S.C. Sec. 401(3) in Case No. 04-cr-1224 (SDNY). After trial in
November 2007, he was convicted of three counts of criminal
contempt and violating 18 U.S.C. Section 401(3) and sentenced to 97
months in prison on Feb. 2, 2009. His appeals and numerous
requests for reconsideration were unsuccessful.
On Sept. 20, 2005, the United States initiated a criminal complaint
against Mr. Ware for, inter alia, conspiracy to defraud the United
States and use of manipulative and deceptive devices in connection
with the sale of securities He was arrested on Sept. 26, 2005 and
indicted on the charges. After a jury trial, he was convicted on
two counts on April 30, 2007, and ultimately sentenced to 60 months
in prison for Count 1 and 97 months in prison for Count 2. His
appeals and numerous motions to set aside the conviction were all
denied.
The U.S. Bankruptcy Court for the Northern District of Georgia
(Atlanta Division) next heard from Mr. Ware in late 2011 when he
sent letters to Judge Murphy's chambers. Her chambers responded to
Mr. Ware directing him to file appropriate pleadings with the
Bankruptcy Clerk, rather than attempt to communicate directly with
the judge. In July 2012, Mr. Ware submitted to the Bankruptcy Court
an "Emergency Motion for Fraud on the Court Proceedings" seeking
relief from the 2003 dismissal, pursuant to Fed. R. Bankr. P. 9024,
among numerous other requests. He did not seek to reopen the case.
The Bankruptcy Court did not docket the motion, but the Bankruptcy
Clerk sent a letter on July 25, 2012 to Mr. Ware informing him that
the submission did not concern an active bankruptcy case. Mr. Ware
continued to send documents to the Bankruptcy Court, to Judge
Murphy, and to other judges directly.
From 2012 on, Mr. Ware continued sending letters to Judge Murphy
and other judges and to the Bankruptcy Clerk. The letters continued
and increased in frequency. Beginning in 2021, the Court endeavored
to place these communications on the docket, even when they were
not addressed to this Court and were not pleadings in this
bankruptcy case. The letters ask a number of questions which, upon
review, reflect a lack of understanding by Mr. Ware of the
bankruptcy process, this bankruptcy case and its outcome, and the
lack of any effect this bankruptcy case had on his legal issues.
After much review, the Court distills Mr. Ware's concerns:
(A) Question of Standing. Mr. Ware alleges he is a party in
interest under 11 U.S.C. Section 1109(b) and legal representative
of the Debtor. The Court determines that Mr. Ware was not and is
not the legal representative of the Debtor — Mr. Gordon was the
counsel of record for the Debtor. In addition, Mr. Ware is still
not authorized to practice law in this district because he was
disbarred from the practice of law in the State of Georgia on Oct.
6, 2008 — he cannot represent the Debtor as a non-attorney.
Accordingly, the Court concludes that he is not the legal
representative of the Debtor.
(B) Court's "Article III" Jurisdiction of this Case: In Docs.
Nos. 151, 165, 175, 177, and 187, Mr. Ware asks the Court to verify
its Article III jurisdiction, particularly in light of the
dismissal of Case No. 02-cv-2219 (SDNY). The authority to establish
bankruptcy courts is found in Article I of the Constitution. Hence,
this Court has jurisdiction under Article I of the Constitution,
which was invoked when the Debtor voluntarily filed this bankruptcy
case. Nothing that happens in another case in another jurisdiction
can deprive the Court of its jurisdiction over the Debtor and
property of the estate while a case is pending. The dismissal of
Case No. 02-cv-2219 (which, contrary to Mr. Ware's statements, was
without prejudice) had no effect on this Court's jurisdiction of
this case in 2003 when it entered the Dismissal Order.
(C) Court Has Not Maintained an Accurate Docket in this Case.
Mr. Ware contends that the Bankruptcy Clerk should have entered on
the docket every letter or document he sent to the Bankruptcy Clerk
or a judge at any time, as well as his 2012 Motion to Reconsider
and his proposed "Memorandum Decision and Final Order" in this case
sent on July 31, 2022 via email to chambers. Mr. Ware has bombarded
this Court with documents. At least since 2021, Mr. Ware has
emailed documents to this Judge's chambers' email and her courtroom
deputy. The Court receives about one email per day, sometimes more,
sometimes less. The Court has attempted to accommodate Mr. Ware by
reviewing these emails and asking the clerk to place a description
of them on the docket. Mr. Ware has a Pacer account and can
therefore check the docket at will. More recently, the court has
provided Mr. Ware with "Notice of Electronic Filing" so he receives
email confirmation of items reflected on the docket. But none of
this satisfies Mr. Ware. Instead, he has many complaints. The Court
determines the Bankruptcy Clerk was not obligated to docket any
items after the case was closed, including Mr. Ware's 2012 Motion
to Reconsider, actions taken by higher courts or in other
jurisdictions, letters sent to chambers and the Bankruptcy Clerk,
or his proposed order. The Court concludes the Court has accurately
maintained the docket in this case.
(D) Effect of Dismissal of this Bankruptcy Case. This case was
dismissed on May 21, 2003 pursuant to an order agreed to by the
Debtor's counsel. Now Mr. Ware wants the dismissal vacated, seeming
to contend the dismissal had some effect on his other legal issues.
The Court explains that the order of dismissal did not alter the
parties' rights, it merely returned them to their pre-bankruptcy
status — the Debtor's debts and property were thus subject to
general non-bankruptcy laws, unaffected by the bankruptcy. The
Court never decided the validity of the Subscribers' claims or the
Debtor's defenses thereto. Even though the case was dismissed "with
prejudice," it was only as to a refiling by the Debtor for 180 days
and not with prejudice to the Debtor's rights as to the
Subscribers' claims. Hence, nothing in this dismissed bankruptcy
case had any effect on the Subscribers' claims or Mr. Ware's legal
issues arising therefrom.
(E) Effect of Subsequent Litigation and of Subsequent Decisions
by New York Courts on Bankruptcy Case. Mr. Ware contends that
because the SDNY Case was dismissed, the Subscribers do not have a
claim and could not have had a claim in 2003. Similarly, Mr. Ware
argues that decisions of the New York Court of Appeals and the
Second Circuit on criminal usury invalidate the Subscribers'
claims. In each instance, he argues the Subscribers' claims are
somehow retroactively invalidated, such that the Subscribers had no
right to "interfere" in the bankruptcy case. He contends the
Dismissal Order is therefore moot. But the Court finds that the
dismissal of the SDNY Case in 2007 has no bearing on whether
dismissal of the bankruptcy case was warranted in 2003. The Court
explains that the SDNY Case was voluntarily dismissed by the
Subscribers without prejudice in December 2007 — this dismissal
did not adjudicate the Subscribers' claims and does not mean the
Subscribers' claims are or were invalid. Hence, the dismissal of
the SDNY Case and subsequent New York decisions regarding
securities law have no bearing on the bankruptcy case.
(F) Court Should Vacate the Dismissal. The primary relief Mr.
Ware seems to want from the Court is for the Court to vacate the
Dismissal Order. The Court determines that Mr. Ware is not entitled
to this relief and vacating a 19-year-old dismissal of a bankruptcy
case makes no sense. The Court will consider whether the case must
be reopened before the request to vacate the Dismissal Order can be
considered, whether Mr. Ware has standing to request reopening, and
whether reopening is proper.
(G) The Case Must be Reopened. The case was closed on June 3,
2003, after its dismissal. Reopening a case usually occurs to "take
care of some detail that was overlooked or left unfinished at the
time the case was closed. It was not designed as an opportunity to
create, and then enforce, rights that did not exist at the time the
case was originally closed." The Court concludes a motion to reopen
can be filed in a case such as this one. The motion to reopen,
however, will not affect the Dismissal Order, and the case must be
successfully reopened before the Court can entertain a motion to
reconsider under Rule 9024. In considering a motion to reopen,
however, the movant has the burden of establishing that the case
should be reopened and that he has standing to seek the ultimate
relief requested. In this case, Mr. Ware seeks to reopen the case
for the primary purpose of vacating the dismissal of this
bankruptcy case in 2003 and taking other actions personally against
the Subscribers. The Court finds Mr. Ware offers no circumstances
that would constitute grounds for vacating the dismissal order
under Rule 9024. Accordingly, the Court finds no basis to reopen
this case or otherwise vacate the dismissal.
(H) Mr. Ware contends the bankruptcy case should be transferred
to the Southern District of New York. The Court finds that Mr. Ware
has not carried his burden as he has presented no evidence to
support transferring the bankruptcy case. His request to transfer
the case is far from timely, and the Court notes it was Mr. Ware
who initially filed the bankruptcy petition in the Northern
District of Georgia and presumably selected this venue for the
bankruptcy case. In any event, there is no case for the Court to
transfer — the case was dismissed 19 years ago. The Court
therefore finds no basis to transfer the bankruptcy case.
(I) Referral to the Department of Justice, State Bar, SEC, or
Other Investigative Bodies. Mr. Ware asks the Court to refer this
matter to the Department of Justice, to direct the SEC to begin an
enforcement action against the Subscribers and others, and to ask
the Georgia Bar to investigate the Subscribers' attorneys and
others. The Court finds there is no basis to refer this case to the
United States Attorney for prosecution because Mr. Ware lacks
standing to make such a request as there is no private right of
action, and the record is void of any evidence to form a reasonable
belief that any violations of bankruptcy laws have been committed.
The Court also determines Mr. Ware has not set forth a basis for a
referral to the State Disciplinary Board and, accordingly, declines
to ask the State Bar to investigate attorney conduct. Lastly, the
securities issues alleged have been unsuccessfully litigated by Mr.
Ware in other courts, and the Court determines Mr. Ware has not set
forth a basis to direct the SEC to investigate. Accordingly, the
request is denied.
(J) Recusal. Mr. Ware asks that this judge "resign," which the
Court interprets as a request for recusal. Mr. Ware's allegations
seem to be that this judge cannot render a fair judgment. The
Supreme Court has recognized that recusal is not required even if
the judge has formed a negative opinion of the party, except in
rare circumstances. Here, the Court has no knowledge of this case
except through Mr. Ware's pleadings. Mr. Ware's allegations do not
form a legal basis for recusal of the Judge.
(K) Limitation on Future Filings. As described at the outset,
Mr. Ware sends documents to chambers almost daily. Since March
2021, the docket reflects over 200 additional entries. The Court
finds the more than 200 submissions in less than two years in this
case closed since 2003 is abusive and frivolous. These documents
contain incendiary allegations against judges of every court who
come in contact with this case without any basis and some
derogatory and inappropriate language. They misstate what has
happened in other courts. Mr. Ware is a disbarred attorney but,
even so, he knows better. Accordingly, the Court instructs the
Clerk to cease filing documents that are emailed, or that are sent
to chambers, or that are copies of pleadings in other cases, or
correspondence to or from anyone. The Court also believes that Mr.
Ware should be barred from filing any more pleadings, documents or
papers of any kind in this closed bankruptcy case. Because of the
age of the closed case, there is no reason for this Court to permit
filings upon review.
A full-text copy of the ORDER dated Oct. 24, 2022, is available at
https://tinyurl.com/mry4fun2 from Leagle.com.
About Group Management Corp
Group Management Corp. provides a value-added corporate structure
within its two business units, Creative Products and Business
Services, enabling these groups to leverage their competencies and
deploy their business strategies through GPMT corporate resources.
The Company expands its business model through selective
acquisitions and business development. Group Management Corp.
currently trades on the NASD OTC Bulletin Board under the symbol
GPMT.
Group Management Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 03-93031) on March 18,
2003. At the time of the filing, the Debtor disclosed total assets
of $100,000 and total liabilities of $1,500,000. The petition was
signed by Lamar Sinkfield as CEO.
Judge Margaret Murphy oversees the case.
Sims Gordon, Esq., serves as Debtor's bankruptcy counsel.
GROWLIFE INC: Sells $88K Convertible Note to 1800 Diagonal
----------------------------------------------------------
Growlife, Inc. entered into a securities purchase agreement with
1800 Diagonal Lending LLC on Oct. 17, 2022, pursuant to which the
Company sold 1800 Diagonal a convertible promissory note in the
principal amount of $88,000. The Note accrues interest at a rate
of 8% per annum (22% upon the occurrence of an event of default)
and has a maturity date of Oct. 17, 2023. The 1800 Diagonal Note
included an original issue discount of $8,000 and was purchased for
an aggregate of $80,000. The Note was funded by the Investor as on
Oct. 19, 2022.
The Company has the right to prepay the Note at any time during the
first 60 days the Note is outstanding at the rate of 110% of the
unpaid principal amount of the note plus interest and during the
period beginning on the 61st day extending through the 180th day
the Note is outstanding at the rate of 115% of the unpaid principal
amount of the note plus interest. The Note may be prepaid after
the 180th day following the issuance date if the Investor agrees to
such repayment and such terms.
The Investor may in its option, at any time beginning 180 days
after the date of the Note, convert the outstanding principal and
interest on the Note into shares of the Company's common stock at a
conversion price per share equal to 75% of the lowest daily volume
weighted average price ("VWAP") of the Company's common stock
during the 15 trading days prior to the date of conversion. The
Company agreed to reserve five times the number of shares of its
common stock which may be issuable upon conversion of the Note.
The Note provides for standard and customary events of default such
as failing to timely make payments under the Note when due, the
failure of the Company to timely comply with the Securities
Exchange Act of 1934, as amended, reporting requirements and the
failure to maintain a listing on the OTC Markets. The Note also
contains customary positive and negative covenants. The Note
includes penalties and damages payable to 1800 Diagonal in the
event the Company does not comply with the terms of such note,
including in the event the Company does not issue shares of common
stock to the Investor upon conversion of the Note within the time
periods set forth therein. At no time may the Note be converted
into shares of the Company's common stock if such conversion would
result in the Investor, or its affiliates owning an aggregate of
more than 4.99% of the then outstanding shares of its common
stock.
About GrowLife
GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- focuses on
functional mushroom business opportunities. The Company sees a
growing market, intends to service its existing distribution
channel and will build on opportunities in the medicinal mushroom
industry.
GrowLife reported a net loss of $5.47 million for the year ended
Dec. 31, 2021, compared to a net loss of $6.38 million for the year
ended Dec. 31, 2020. As of June 30, 2022, the Company had $3.28
million in total assets, $10.35 million in total current
liabilities, $136,873 in total long term liabilities, and a total
stockholders' deficit of $7.20 million.
Irvine, Calif.-based Macias Gini & O'Connell LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated May 16, 2022, citing that the Company has suffered
recurring losses from operations, incurred negative cash flows from
operating activities, and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.
GT REAL ESTATE: Taps Clarus Properties as Real Estate Broker
------------------------------------------------------------
GT Real Estate Holdings, LLC filed a supplemental application
seeking approval from the U.S. Bankruptcy Court for the District of
Delaware to amend the employment and retention of Clarus
Properties, Inc. dba Colliers International as appraiser.
The Addendum reflects the agreement between the Debtor and Clarus
that grants Clarus the sole and exclusive right to sell additional
real property, identified by Tax Map ## 7000101023 and 7000101026,
Rock Hill, South Carolina, 29730.
Clarus will be compensated for its expanded services under the same
fee structure set forth in the application, 3.5 percent of the
gross price of the real property.
As disclosed in court filings, the firms are "disinterested" within
the meaning of Section 101(14) of the Bankruptcy Code.
Clarus can be reached at:
Bryan T. Johnson
Clarus Properties, Inc.
dba Colliers International
300 W. Summit Avenue, Suite 200
Charlotte, NC 28203.
Tel: (704) 780-0353
Email: bryan.t.johnson@colliers.com
About GT Real Estate Holdings
GT Real Estate Holdings, LLC is a real estate company owned by
David Tepper. It was created to own and develop a mixed-use,
pedestrian-friendly community, sports, and entertainment venue that
would also include a new headquarters and practice facility for the
Carolina Panthers, a National Football League team, situated on a
234-acre site located in Rock Hill, S.C. The company suspended
further development of the project in March 2022.
GT Real Estate Holdings sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10505) on June 2,
2022, listing $100 million to $500 million in both assets and
liabilities. Jonathan Hickman, chief restructuring officer, signed
the petition.
Judge Karen B. Owens oversees the case.
The Debtor tapped White & Case, LLP as bankruptcy counsel; Farnan,
LLP as Delaware counsel; and Alvarez & Marsal North America, LLC as
financial advisor. Jonathan Hickman, managing Director at Alvarez &
Marsal, serves as the Debtor's chief restructuring officer. Kroll
Restructuring Administration, LLC is the claims agent and
administrative advisor.
HARRELL REALTY: $2.2M Sale of San Francisco Asset to Navarez OK'd
-----------------------------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California authorized Harrell Realty Corp.'s private
sale of its sole asset, residentially-zoned real property located
at 940 Haight Street, in San Francisco, California 94117, APN
09-1237-013-01, (Lot: 013 Block 2137) to Jose Nevarez for $2.2
million, in accordance with the terms of the Purchase and Sale
Agreement.
The Debtor is authorized to pay the following undisputed liens at
closing of the sale:
a. City and County of San Francisco County Property Tax -
$1,804.80
b. Franchise Tax Board - $13,288.10
c. Internal Revenue Service - $1,500
d. NVS Investments, Inc. - $1,357,400.15
e. Sukhjeet K. Singh - $279,345.55
f. Title & Escrow Fees Closing - TBD
The Sale is free and clear of liens, claims or interests.
The Debtor, and any escrow agent upon the Debtor's written
instruction, will be authorized to make such disbursements on or
after the closing of the sale as are required by the purchase
agreement or order of the Court. Except as otherwise provided in
the Motion, the Property will be sold, transferred, and delivered
to Buyer on an "as is, where is" or "with all faults" basis.
The Order will be effective immediately upon entry. No automatic
stay of enforcement, pursuant to Rule 62(a) of the Federal Rules of
Civil Procedure, or Bankruptcy Rule 6004(h), applies with respect
to the Order.
About Harrell Realty Corporation
Harrell Realty Corporation, a real estate investment firm, sought
Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No.
22-30362) on July 20, 2022. In the petition filed by Paula J.
Harrel, president, the Debtor listed $1 million to $10 million in
assets and $100,000 to $500,000 in liabilities.
Judge Dennis Montali oversees the case.
Iain A. Macdonald, Esq., at Macdonald Fernandez LLP serves as the
Debtor's counsel.
HAWAIIAN HOLDINGS: Incurs $9.3 Million Net Loss in Third Quarter
----------------------------------------------------------------
Hawaiian Holdings, Inc. reported a net loss of $9.27 million on
$741.15 million of total operating revenue for the three months
ended Sept. 30, 2022, compared to net income of $14.67 million on
$508.85 million of total operating revenue for the three months
ended Sept. 30, 2021.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $189.92 million on $1.91 billion of total operating
revenue compared to a net loss of $52.20 million on $1.10 billion
of total operating revenue for the same period during the prior
year.
As of Sept. 30, 2022, the Company had $4.21 billion in total
assets, $1.16 billion in total current liabilities, $1.57 billion
in long-term debt, $1.12 billion in total other liabilities and
deferred credits, and $347.48 million in total shareholders'
equity.
"We enjoyed strong demand for travel to Hawaii this summer led by
our North America routes and are encouraged to see these trends
continue into the fall, while the relaxation of travel restrictions
in Japan sets the stage for the full restoration of our network in
the months ahead," said Peter Ingram, Hawaiian Airlines president
and CEO. "Our competitive position is strong. And above all else
we continue to have the best team in the business that has taken on
every challenge over the last few years and continues to deliver
outstanding service and hospitality."
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1172222/000117222222000084/exhibit991q32022.htm
About Hawaiian Holdings
Hawaiian Holdings, Inc.'s primary asset is sole ownership of all
issued and outstanding shares of common stock of Hawaiian Airlines,
Inc. The Company is engaged in the scheduled air transportation of
passengers and cargo amongst the Hawaiian Islands (the Neighbor
Island routes) and between the Hawaiian Islands and certain cities
in the United States (the North America routes together with the
Neighbor Island routes, the Domestic routes), and between the
Hawaiian Islands and the South Pacific, Australia, New Zealand and
Asia (the International routes), collectively referred to as its
Scheduled Operations.
Hawaiian Holdings reported a net loss of $144.77 million for the
year ended Dec. 31, 2021, a net loss of $510.93 million for the
year ended Dec. 31, 2020, and net income of $223.98 million for the
year ended Dec. 31, 2019. As of June 30, 2022, the Company had
$4.37 billion in total assets, $1.25 billion in total current
liabilities, $1.60 billion in long-term debt, $1.14 billion in
total other liabilities and deferred credits, and $375.55 million
in total shareholders' equity.
HAWAIIAN HOLDINGS: Plans to Restate Q1 and Q2 Quarterly Reports
---------------------------------------------------------------
The Audit and Finance Committee of the Board of Directors of
Hawaiian Holdings, Inc. concluded, after discussion with the
Company's management, that the Company's consolidated unaudited
financial statements as of and for the quarterly periods ended
March 31, 2022 and June 30, 2022 included in the Quarterly Reports
on Form 10-Q filed with the Securities and Exchange Commission for
the Non-Reliance Periods, (1) should no longer be relied upon due
to an error in accounting for net unrealized losses from equity
securities, and (2) will require restatement. Similarly, any
previously issued or filed reports, press releases, earnings
releases, and investor presentations or other communications
describing the Company's consolidated unaudited financial
statements and other related financial information covering the
Non-Reliance Periods should no longer be relied upon.
During the Non-Reliance Periods, the Company recorded approximately
$19.4 million in net unrealized losses from equity securities into
Other Comprehensive Income instead of as a non-operating expense in
the Company's income statement.
The Company intends to restate the unaudited consolidated financial
statements for the Non-Reliance Periods as soon as practicable by
filing amended Quarterly Reports on Form 10-Q for the Non-Reliance
Periods, including the correction of other immaterial errors
related to income taxes for investment securities. Accordingly,
investors and others should rely only on financial information and
other disclosures regarding the Non-Reliance Periods once the
Company restates its consolidated unaudited financial statements
for the Non-Reliance Periods.
In connection with the restatement, management has concluded that a
material weakness exists in internal control over financial
reporting with respect to controls over the accounting for
unrealized gains and losses on equity securities. Management is
developing a remediation plan for the material weakness that will
be implemented in the fourth quarter of 2022.
Additionally, management reevaluated the effectiveness of the
Company's disclosure controls and procedures as of March 31, 2022,
and June 30, 2022 and concluded that the Company's disclosure
controls and procedures were not effective as of March 31, 2022,
and June 30, 2022 due to this material weakness.
About Hawaiian Holdings
Hawaiian Holdings, Inc.'s primary asset is sole ownership of all
issued and outstanding shares of common stock of Hawaiian Airlines,
Inc. The Company is engaged in the scheduled air transportation of
passengers and cargo amongst the Hawaiian Islands (the Neighbor
Island routes) and between the Hawaiian Islands and certain cities
in the United States (the North America routes together with the
Neighbor Island routes, the Domestic routes), and between the
Hawaiian Islands and the South Pacific, Australia, New Zealand and
Asia (the International routes), collectively referred to as its
Scheduled Operations.
Hawaiian Holdings reported a net loss of $144.77 million for the
year ended Dec. 31, 2021, a net loss of $510.93 million for the
year ended Dec. 31, 2020, and net income of $223.98 million for the
year ended Dec. 31, 2019. As of June 30, 2022, the Company had
$4.37 billion in total assets, $1.25 billion in total current
liabilities, $1.60 billion in long-term debt, $1.14 billion in
total other liabilities and deferred credits, and $375.55 million
in total shareholders' equity.
HELLER EHRMAN: Plan Admin Selling All ConfometRx Shares for $126K
-----------------------------------------------------------------
Michael Burkhart, the plan administrator for liquidating debtor
Heller Ehrman LLP, asks the U.S. Bankruptcy Court for the Northern
District of California to authorize the sale of all of Heller's
shares in ConfometRx, Inc., to ConfometRx for $126,702.
A hearing on the Motion is set for Nov. 4, 2022, at 10:30 a.m.
Liquidating Debtor purchased 63,351 shares of Common Stock issued
by the Company pursuant to a Stock Purchase Agreement executed in
November of 2005. The subject 63,351 shares of the Company
represent approximately 2.0% of the total outstanding shares of
common stock shares. Currently, all of the common stock shares of
the Company are closely held by a small number of inside
shareholders and is not publicly traded.
The Plan Administrator has reached an agreement to sell 63,351
shares of Common Stock of ConfometRx, a Delaware corporation to the
Company for the amount of $126,702. The sale and purchase of the
Stock will be without recourse to the Liquidating Debtor, and
without any representation or warranty by the Liquidating Debtor,
whether express, implied or imposed by law. The terms and
conditions of the sale are more specifically set forth in the
Common Stock Repurchase Agreement.
Because the proposed transaction involves a sale of a small
minority interest in what appears to be a successful biotech firm,
the Plan Administrator requests that the Court entertains overbids
at the hearing.
The Liquidating Debtor requests the adoption of bidding procedures,
summarized as follows:
(a) Overbidding on the proposed sale of the Stock will take
place at the hearing to approve the Motion;
(b) The initial overbid must be at least $150,000. Subsequent
bid increments will be determined by the Court at the hearing on
the Motion;
(c) All due diligence by any potential overbidder must be
completed prior to seven days before the hearing date by the
potential overbidder;
(d) Any potential overbidder must contact the Plan
Administrator seven days before the hearing date and be approved as
a potential overbidder by the Plan Administrator;
(e) Before being permitted to bid, any overbidder must also
deliver to the Plan Administrator a deposit payable to Heller in an
amount of at least $150,000; and
(f) Any overbidder must agree to sign a purchase agreement
for the purchase of the Stock that is substantially similar to the
Sale Agreement and must agree to performance of such terms, which
agreement will include indemnification of the Plan Administrator
and the Liquidating Debtor from any claims arising out of the
shares of the Stock, and that makes clear that the Plan
Administrator is executing the overbid sale agreement in his
representative capacity as Plan Administrator for Heller only, and
will have no personal liability arising from the overbid sale
agreement.
By the Motion, the Plan Administrator requests that the Court:
a. Approves the Proposed Sale pursuant to the terms of the
Sale Agreement after entertaining the opportunity for parties in
interest to overbid at the Sale Hearing;
b. Approves the Overbid Procedures=, including the Deposit
Requirement, prior to entertaining any potential overbids;
c. If appropriate, approves the highest bid in accordance
with the Overbid Procedures at the Court's discretion; and
d. Grants such other relief as is just and appropriate in the
circumstances of the case.
The Liquidating Debtor requests that the Court order authorizing
the sale also waives the 14-day stay period under Rule 6004(h) if
no objection to the sale is filed or made at the sale hearing.
About Heller Ehrman
Headquartered in San Francisco, California, Heller Ehrman, LLP --
http://www.hewm.com/-- was an international law firm of more than
730 attorneys in 15 offices in the United States, Europe, and
Asia.
Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Cal., Case No. 08-32514) on Dec. 28, 2008. Members of the firm's
dissolution committee led by Peter J. Benvenutti approved a plan
dated Sept. 26, 2008, to dissolve the firm.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing. In its bankruptcy
petition, the firm estimated assets and debt at $50 million to
$100
million as of the Petition Date.
The Hon. Dennis Montali presides over the case.
Pachulski Stang Ziehl & Jones LLP assisted the Debtor in its
restructuring effort. The Official Committee of Unsecured
Creditors is represented by Felderstein Fitzgerald Willoughby &
Pascuzzi LLP.
On Aug. 13, 2010, the Court confirmed Heller's Joint Plan of
Liquidation.
IMAGINE! PRINT: Bank Debt Trades at 98% Discount
------------------------------------------------
Participations in a syndicated loan under which Imagine! Print
Solutions Inc. is a borrower were trading in the secondary market
around 1.535 cents-on-the-dollar during the week ended Fri.,
October 28, 2022, according to Bloomberg's Evaluated Pricing
service data.
The $90.0 million facility is a term loan. The loan is scheduled
to mature on June 21, 2023. As of October 28, 2022, the amount
was fully drawn and outstanding.
Imagine! Print Solutions, Inc. is a commercial printer in Shakopee,
Minnesota.
INNER CITY: Asteria Equities Buying Houston Property for $1.1 Mil.
------------------------------------------------------------------
Inner City Builders and Developers, LLC, seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to sell
the real property located at 2408 Pierce Street, in Houston, Texas
77003, to Asteria Equities LLC or its assigns or successors in
interest for $1.1 million.
Objections, if any, must be filed within 21 days of the date the
Motion was served.
The Debtor owns the Property. The Buyer intends to purchase the
Property for a total purchase price of $1.1 million. The Debtor
desires to use the net proceeds of the sale to be applied toward
its creditors. The total amount necessary to pay off the
underlying liens on the Property is currently in dispute, but
should be less than the purchase price.
The Debtor prays the Court issues an Order allowing it to sell the
Property and for such other and further relief to which it may be
justly entitled.
A copy of the Commercial Contract is available at
https://tinyurl.com/camwwhuk from PacerMonitor.com free of charge.
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.
J.J.W. METAL: Court Junks Carolina Bid to Dismiss Adversary Case
----------------------------------------------------------------
In the adversary case titled IN RE: JJW METAL CORP., Chapter 11,
Debtor(s). JJW METAL CORP., Plaintiff(s). MUNICIPIO AUTONOMO DE
CAROLINA, Defendant(s), Adversary Case No. 22-00030-EAG, (Bankr.
D.P.R.), Bankruptcy Judge EDWARD A. GODOY denies the motion to
dismiss filed by the defendant, Municipio Autónomo de Carolina
("Carolina") and grants the motion to amend the complaint of JJW
Metal Corp.
JJW Metal filed this adversary proceeding against Carolina on May
17, 2022, requesting damages for violation of the automatic stay
and to enjoin Carolina from going forward with a local court action
to shut down JJW Metal's operations.
Carolina moves for the dismissal of the complaint for lack of
subject-matter jurisdiction based on its res judicata argument.
Carolina contends that the Puerto Rico Court of Appeals has already
ruled regarding the inapplicability of the automatic stay to the
state court action. Carolina argues that the Puerto Rico Court of
Appeals' determination has res judicata effect and is binding on
the bankruptcy court.
The Court points out that by virtue of the power vested in them by
Congress, federal courts have the final authority to determine the
scope and applicability of the automatic stay. Consequently, the
Puerto Rico Court of Appeal's determination on the automatic stay
is not binding on this court.
Carolina further moves to dismiss on the ground that JJW Metal has
failed to state a claim upon which relief should be granted.
Carolina presents matters outside of the pleadings and the record,
which the Court excludes. The Court also denies Carolina's Rule
12(b)(6) request.
After the filing of the motion to dismiss (on July 11, 2022), JJW
Metal had 21 days to amend its complaint as a matter of course.
That term expired on August 1, 2022. The Court finds that the
one-month delay in filing the amended complaint was not excessive
and does not cause an undue prejudice to Carolina.
In its amended complaint, JJW Metal alleges that Carolina's
violation of the automatic stay commenced during the time when the
stay of section 362(a) was in place. JJW Metal claims that the stay
prevented the enforcement of a consent judgement entered prior to
the commencement of the bankruptcy case. Additionally, JJW Metal
alleges that any action stayed at the filing of the bankruptcy
petition continues to be stayed pursuant to the injunctive
provisions of Article 12.3 of its confirmed plan.
A full-text copy of the OPINION AND ORDER dated Oct. 25, 2022, is
available at https://tinyurl.com/4f5wunkc from Leagle.com.
About J.J.W. Metal Corp.
Palmer, P.R.-based J.J.W. Metal Corp. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-04536)
on Nov. 23, 2020. Jorge Rodriguez Quinones, president, signed the
petition. At the time of the filing, the Debtor disclosed total
assets of $1,649,341 and total liabilities of $1,750,865.
Judge Edward A. Godoy oversees the case.
The Debtor tapped Charles A. Cuprill, P.S.C., Law Offices as
bankruptcy counsel; Luis R. Carrasquillo & Co. P.S.C. as financial
consultant; and Gino Negretti Lavergne, Esq., Frank Inserni Milam,
Esq., and Arroyo Cruz Law Office PSC as special counsel. Risk
Assessment & Management (RAM) Group, Inc., Arturo Vazquez Cancel,
and ISFPE, LLC serve as the Debtor's environmental consultants.
JACQUELINE K. PIETERSE: Judge Remands Case for Further Proceedings
------------------------------------------------------------------
District Judge Paula Xinis dismisses the appealed case JACQUELINE
K. PIETERSE, Appellant, v. TYLER DONEGAN DUNCAN REAL ESTATE
SERVICES, INC., et al. Appellees, Civil Action No.
8:22-cv-00900-PX, (D. Md.) for lack of jurisdiction and remands
this case to the bankruptcy court for further proceedings.
On Jan. 31, 2022, Jacqueline Pieterse filed an amended Disclosure
Statement and proposed Chapter 11 Plan with the bankruptcy court.
Both documents identified Tyler Donegan Duncan Real Estate
Services, Inc. ("TDD") and the law firm Gordon & Simmons, LLC
("GS") as "unimpaired creditors." TDD objected to Pieterse's
characterization of its claims as "unimpaired."
The bankruptcy court held a hearing to discuss with Pieterse
several deficiencies in the Disclosure Statement, including whether
the statement should characterize TDD and GS's claims as
"impaired." After argument from the parties, the court directed
Pieterse that the Disclosure Statement must characterize the claims
as "impaired"—making it clear that once Pieterse amended the
Disclosure Statement, the statement would be approved, and the
Chapter 11 case would proceed. However, Pieterse did not amend the
Disclosure Statement as directed. Given the Debtor's failure to
file a revised disclosure statement and revised Chapter 11 plan,
the court denied the approval of the Disclosure Statement. Now
Pieterse challenges the bankruptcy court's determinations.
TDD argues that the appeal must be dismissed for lack of
jurisdiction because it does not challenge a final judgment, order,
or decree.
Judge Xinis finds that the bankruptcy court's denial of Pieterse's
Disclosure Statement not appealable. She explains that judicial
review of a disclosure statement is performed simply to ensure that
the debtor has provided "adequate information" regarding the
proposed Chapter 11 Plan – which includes a statement regarding
the nature of the claims. But judicial approval or denial of a
disclosure statement is not a final order – it is interlocutory
–a necessary procedural step to ensure that the disclosure
statement includes sufficient information to proceed toward the
final decision on the propriety of the Chapter 11 Plan. Because the
bankruptcy court's decision on whether the claims are "impaired" is
not yet final, rather it is a prerequisite for Plan confirmation,
Judge Xinis concludes that she cannot entertain the appeal.
A full-text copy of the MEMORANDUM OPINION dated Oct. 24, 2022, is
available at https://tinyurl.com/3sd3jeer from Leagle.com.
The bankruptcy case is, In re Jacqueline Kathleen Pieterse, Case
No. 20-17425 (Bankr. D. Md., August 7, 2020).
JINZHENG GROUP: Margens Buying Van Nuys Property for $650K
----------------------------------------------------------
Jinzheng Group (USA), LLC, seeks approval from the U.S. Bankruptcy
Court for the Central District of California to sell the real
property located at 6840 De Celis Place, Apt. 9, in Van Nuys,
California 91406, Assessor Parcel Number 225-001-043, to Emmanuel
D. Margen, Jr., & Analie E. Margen for $650,000, "as is, where is,"
free and clear of liens and encumbrances, to pursuant to their
Purchase and Sale Agreement, subject to overbid.
The Buyers have conducted all due diligence on the Property that
they believe is necessary for the completion of the sale.
Based on a review of the Debtor's schedules, proofs of claim filed
in its case, and a preliminary title report1, the only known liens
and encumbrances against the Property are:
1. A deed of trust in favor of Investment Management Company,
LLC ("IMC"), securing a note in the amount of approximately
$361,768.75. This amount is comprised of a principal debt of
$350,000, default interest charges in the sum of $10,578.75, and
attorneys' fees in the sum of $1,190.
2. A deed of trust in favor of Michael E. Dorff and Shari L.
Dorff, securing a note in the amount of approximately $70,621.89.
This amount is comprised of a principal debt of $50,000, default
interest charges in the sum of $11,287.89, attorneys' fees in the
sum of $8,984, and miscellaneous "Admin" fees in the amount of
$350.
3. A notice of Homeowners Association Assessment Lien in
favor of the De Celis Court Homeowners Association in the amount of
$1,347.20 ("HOA Lien").
The Debtor does not dispute the principal amount and non-default
interest owed under the Property Liens. However, the Debtor
disputes the default interest asserted by IMC and the Dorffs, as
well as the attorneys' fees asserted by the Dorffs, and is
preparing to object to such disputed portions of the Property
Liens. Thus, such disputed portions of the Property Liens are
subject to a bona fide dispute under section 363(f)(4).
Accordingly, the Debtor seeks to sell the Property free and clear
of the Property Liens, including free and clear of the disputed
portions. It intends to sell the Property free and clear of these
liens, satisfy the undisputed amounts owed under the Property Liens
in full from the net sale proceeds, and attach the disputed
portions to the net proceeds of the sale.
The proposed sale is subject to higher and better bids and, by way
of the Motion, the Debtor is requesting that the Court approves the
overbid procedures described in the accompanying memorandum of
points and authorities, summarized as follows:
1. Minimum initial overbid: $660,000 (i.e. $10,000 above the
Buyers' current offer).
2. Minimum overbidding increments: $2,000.
3. Initial overbid deposit: $19,800.
4. Qualification for overbidding: At least three business
days prior to the commencement of the hearing on this Motion, any
party wishing to overbid on the Property must deliver to the
Debtor c/o Danning, Gill, Israel & Krasnoff, LLP, Attn: Zev
Shechtman, 1901 Avenue of the Stars, Suite 450, Los Angeles,
California 90067:
i. a cashier's check payable to Jinzheng Group (USA)
LLC in the amount of $19,800, and
ii. a written, executed overbid.
The Debtor also requests authority to reimburse the costs incurred
by its broker relating to the maintenance of the Property,
including service costs for cleaning and handling of furniture. To
date, its broker has incurred $740 in costs relating to the
maintenance of the Property. The Debtor requests authority to pay
additional reasonable and ordinary costs to the broker, prior to
the closing of the sale, relating to the removal of garbage on the
premises or other maintenance matters.
The opening sale price for the Property is $650,000. The Debtor
proposes to pay a real estate broker's commission of 4.25% of the
sale price of the Property to the brokers as follows: 2.25% to its
broker Avenue 8, and 2% to Vidal Capital Investments, Inc., the
Buyers' broker. If there is a successful overbidder (i.e., not the
Buyers), such successful overbidder will receive the 2% allocated
to the Buyers' broker. If such successful overbidder does not have
a broker, Avenue 8 will receive a total commission of 3% of the
sale price of the Property, as the Debtor's broker. Avenue 8 will
be reimbursed $740 for out of pocket expenses advanced to date,
plus any future out of pocket expenses it may incur prior to the
closing of the Property sale.
The Debtor is inquiring with his tax consultant regarding the
potential tax consequences of the sale. It expects to provide an
update with respect to any tax consequences prior to the hearing on
the Motion.
About Jinzheng Group (USA)
Jinzheng Group (USA) LLC, owner of multiple properties in Los
Angeles County, Cal., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-16674) on Aug. 24,
2021, listing up to $50 million in both assets and liabilities.
Judge Ernest M. Robles oversees the case.
Danning Gill Israel & Krasnoff, LLP, Atkinson Andelson Loya Ruud &
Romo, and Koo, Chow & Company, LLP serve as the Debtor's
bankruptcy
counsel, special counsel and accountant, respectively. Stephen
Eng,
a real estate professional at Convoy Property Management and
Re/Max
of Cerritos, is the Debtor's property manager.
The U.S. Trustee for Region 16 appointed an official committee of
unsecured creditors on Jan. 25, 2022. The committee is represented
by Pachulski Stang Ziehl & Jones, LLP.
JUMBA LLC: Court Grants Proposed Sale of Six Johnson County Homes
-----------------------------------------------------------------
Judge Stacy G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized The Jumba LLC's sale of six
constructed homes on its Johnson County Property, legally described
on Exhibit A, outside the ordinary course of business.
The sale is free and clear of liens, with C&G Realty E, LLC lien
attaching to the net proceeds in addition to the remaining raw land
until the entire secured claim of C&G is paid.
At the time of the closing of each property the net sales proceeds,
in at least the following sums, will be remitted by the escrow
agent, Priority Title, out of the Seller's proceeds to C&G as each
closing occurs, which are to be promptly applied to the secured
claim of C&G:
a. 4130 CR 401-C, Alvarado, TX, Lot #6
Estimated Net: $427,383.08
b. 4160 CR 401-C, Alvarado, TX, Lot #5
Estimated Net: $432,008.38
c. 4190 CR 401-C, Alvarado, TX, Lot #4
Estimated Net: $547,006.33
d. 4210 CR 401-C, Alvarado, TX, Lot #3
Estimated Net: $489,175.41
e. 4240 CR 401-C, Alvarado, TX, Lot #2
Estimated Net: $541,038.38
f. 4270 CR 401-C, Alvarado, TX, Lot #1
Estimated Net: $431,814.83
The total estimated disbursement is $2,868,426.41.
There is no ruling today as to the full amount of the C&G secured
obligation; however, the Debtor has conceded the principal amount
of this obligation was $3,488,001.50 as set forth in Notice to Cure
from C&G admitted as the Debtor's Exhibit J2.
A copy of the Exhibit A is available at
https://tinyurl.com/yuvp56ac from PacerMonitor.com free of charge.
About Jumba LLC
The Jumba LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-31740) on September
23, 2022. In the petition filed by Andrea Vernon, as manager, the
Debtor reported assets between $10 million and $50 million and
liabilities between $1 million and $10 million.
The Debtor is represented by Lyndel Anne Vargas of Cavazos
Hendricks Poirot, P.C.
JUMBA LLC: Sale of 6 Constructed Homes in Johnson County Approved
-----------------------------------------------------------------
Judge Stacy G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized The Jumba LLC's sale of six
constructed homes on lots of approximately 10 acres each, but no
more than 11 acres each, surrounding the existing construction
described in open Court as Lot 1 - Lot 6 on property described as
4240 CR 401-C, Alvarado, TX 76009, being a part of the Johnson
County Property.
The sale is free and clear of liens, with C&G Realty E, LLC lien
attaching to the net proceeds in addition to the remaining raw land
until the entire secured claim of C&G is paid.
At the time of the closing of each property the net sales proceeds,
in at least the following sums, will be remitted by the escrow
agent, Priority Title, out of the Seller's proceeds to C&G as each
closing occurs, which are to be promptly applied to the secured
claim of C&G:
a. 4130 CR 401-C, Alvarado, TX, Lot #6
Estimated Net: $427,383.08
b. 4160 CR 401-C, Alvarado, TX, Lot #5
Estimated Net: $432,008.38
c. 4190 CR 401-C, Alvarado, TX, Lot #4
Estimated Net: $547,006.33
d. 4210 CR 401-C, Alvarado, TX, Lot #3
Estimated Net: $489,175.41
e. 4240 CR 401-C, Alvarado, TX, Lot #2
Estimated Net: $541,038.38
f. 4270 CR 401-C, Alvarado, TX, Lot #1
Estimated Net: $431,814.83
The total estimated disbursement is $2,868,426.41.
There is no ruling today as to the full amount of the C&G secured
obligation; however, the Debtor has conceded the principal amount
of this obligation was $3,488,001.50 as set forth in Notice to Cure
from C&G admitted as the Debtor's Exhibit J2.
The Order is immediately effective and the Bankruptcy Rule 6004(h)
stay is waived.
A copy of the Exhibit A is available at
https://tinyurl.com/frvxcy2t from PacerMonitor.com free of charge.
About Jumba LLC
The Jumba LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-31740) on September
23, 2022. In the petition filed by Andrea Vernon, as manager, the
Debtor reported assets between $10 million and $50 million and
liabilities between $1 million and $10 million.
The Debtor is represented by Lyndel Anne Vargas of Cavazos
Hendricks Poirot, P.C.
KABBAGE INC: Seeks Approval to Hire Jones Day as Special Counsel
----------------------------------------------------------------
Kabbage, Inc., doing business as KServicing, and its affiliates
seek approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Jones Day as their special counsel.
The firm's services include:
(a) representing the Debtors in connection with the Federal
Investigations and providing advice to the Debtors related
thereto;
(b) assisting the Debtors with responding to any information
requests and related matters in connection with the Federal
Investigations; and
(c) providing such other specific services as may be requested
by the Debtors from time to time relating to the Federal
Investigations.
The firm will be paid at these hourly rates:
Partners $1,075 to $1,300
Associates $475 to $950
Paraprofessionals $350 to $600
Andrew Lelling, Esq., a partner at Jones Day, disclosed in court
filings 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:
Andrew E. Lelling, Esq.
Jones Day
100 High Street, 21st Floor
Boston, MA 02110-1781
Tel: +1 617-960-3939
Fax: + 1 617-449-6999
Email: alelling@jonesday.com
About Kabbage Inc.
Founded in 2010 and headquartered in Atlanta, Georgia, Legacy
Kabbage (a predecessor of KServicing) -- http://www.kservicing.com/
-- was one of the leading fintech providers of working capital to
small businesses for over a decade. Legacy Kabbage began as a
proprietary online lending platform for small businesses, providing
loan services to over 250,000 American small businesses, many of
which were businesses that struggled to receive adequate funding
through traditional banking institutions. From 2020-2021, the
Company provided and facilitated necessary funding to small
business owners through PPP loans during the COVID-19 pandemic. The
Company's existing technology infrastructure spearheaded its PPP
work, which led to a total of $7 billion in loans being originated
by the Company.
The origination and servicing of PPP Loans and small business loans
to eligible borrowers was critical during a time of unprecedented
health and economic uncertainty brought about by the COVID-19
pandemic. On Aug. 16, 2020, much of the Company's business was sold
to American Express Travel Related Services Company, Inc. As a
result of the merger, KServicing now operates in a limited capacity
as (i) a servicer and subservicer of PPP Loans, (ii) a software
services provider for lenders of PPP Loans, and (iii) a servicer of
a minor portfolio of non-PPP small business loans.
To implement the wind down of their businesses, on Oct. 3, 2022,
Kabbage, Inc. d/b/a KServicing and certain of its affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-10951). Judge Craig T. Goldblatt oversees the cases.
Kabbage Inc. estimated $500 million to $1 billion in assets and
debt as of the bankruptcy filing.
The Debtors tapped Weil, Gotshal & Manges, LLP as general counsel;
Richards, Layton & Finger, PA as local counsel; AlixPartners, LLC
as financial advisor; KPMG International Limited as fraud review
services provider; and Jones Day, LLP as government investigations
counsel. Greenberg Traurig is counsel to the Debtors' board of
directors. Omni Agent Solutions, Inc. is the claims agent and
administrative advisor.
KABBAGE INC: Seeks to Hire Greenberg Traurig as Special Counsel
---------------------------------------------------------------
Kabbage, Inc., doing business as KServicing, and its affiliates
seek approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Greenberg Traurig, LLP as special counsel to
the board of directors.
The firm will advise the board in connection with the performance
of its fiduciary duties during these Chapter 11 Cases.
The firm will be paid at these hourly rates:
Shareholders $600 - $1,700
Of Counsel $825 - $1,685
Associates $550 - $870
Legal Assistants/Paralegals $340 - $475
The firm received a retainer in the amount of $250,000.
David Kurzweil, Esq., a shareholder at Greenberg Traurig, 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:
David B. Kurzweil, Esq.
Greenberg Traurig, LLP
Terminus 200
3333 Piedmont Road NE, Suite 2500
Atlanta, GA 30305
Tel: +1 678-553-2100
Fax +1 678-553-2212
Email: kurzweild@gtlaw.com
About Kabbage Inc.
Founded in 2010 and headquartered in Atlanta, Georgia, Legacy
Kabbage (a predecessor of KServicing) -- http://www.kservicing.com/
-- was one of the leading fintech providers of working capital to
small businesses for over a decade. Legacy Kabbage began as a
proprietary online lending platform for small businesses, providing
loan services to over 250,000 American small businesses, many of
which were businesses that struggled to receive adequate funding
through traditional banking institutions. From 2020-2021, the
Company provided and facilitated necessary funding to small
business owners through PPP loans during the COVID-19 pandemic. The
Company's existing technology infrastructure spearheaded its PPP
work, which led to a total of $7 billion in loans being originated
by the Company.
The origination and servicing of PPP Loans and small business loans
to eligible borrowers was critical during a time of unprecedented
health and economic uncertainty brought about by the COVID-19
pandemic. On Aug. 16, 2020, much of the Company's business was sold
to American Express Travel Related Services Company, Inc. As a
result of the merger, KServicing now operates in a limited capacity
as (i) a servicer and subservicer of PPP Loans, (ii) a software
services provider for lenders of PPP Loans, and (iii) a servicer of
a minor portfolio of non-PPP small business loans.
To implement the wind down of their businesses, on Oct. 3, 2022,
Kabbage, Inc. d/b/a KServicing and certain of its affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-10951). Judge Craig T. Goldblatt oversees the cases.
Kabbage Inc. estimated $500 million to $1 billion in assets and
debt as of the bankruptcy filing.
The Debtors tapped Weil, Gotshal & Manges, LLP as general counsel;
Richards, Layton & Finger, PA as local counsel; AlixPartners, LLC
as financial advisor; KPMG International Limited as fraud review
services provider; and Jones Day, LLP as government investigations
counsel. Greenberg Traurig is counsel to the Debtors' board of
directors. Omni Agent Solutions, Inc. is the claims agent and
administrative advisor.
KC PANORAMA: Selling Weston Property for $8.8M, Subject to Overbid
------------------------------------------------------------------
KC Panorama, LLC, and its affiliates ask the U.S. Bankruptcy Court
for the District of Massachusetts to authorize them to sell the
real estate located at and known as 5 Concord Road, in Weston,
Massachusetts, to Samuel Slater for $8.8 million, or to another
bidder submitting a higher or better offer.
From Feb. 23, 2022 through the date of the Motion, the Concord Road
Property has been aggressively marketed for sale by the Debtors'
employed broker, Gibson Sotheby's International Realty.
According to the Debtor's schedules, the Property had a value of
$11,702,706 at the time of filing the bankruptcy petition.
The Property is subject to the valid and perfected mortgage lien,
held by KHRE SMA Funding, LLC securing the approximate amount of
$11,500,000 (after accounting for amounts paid to KHRE through the
two prior sales of real estate in these cases). Said Mortgage is
recorded with the Middlesex County (Southern District) Registry of
Deeds at Book 70775, Page 103. The Mortgage is secured by the
Property, and was formerly secured by the Congress Street and
Stuart Street Properties as well.
The Debtor received multiple offers to purchase the Property, and
ultimately chose Slater's offer, as, in the Debtor's sound business
judgment, Slater's offer was the highest offered purchase price and
presented the most favorable terms to it. Following negotiations
between the parties, the Debtor has received and, subject to Court
approval, accepted an offer from Slater, together with any nominee,
to purchase the Property for a payment of $8.8 million. The terms
of the sale are set forth in the Commercial Purchase and Sale
Agreement, dated Sept. 20, 2022.
The salient terms of the Agreement are:
a. Purchase Price: $8.8 million
b. Deposit: $400,000 in cash deposit (currently held in escrow
by Gibson Sotheby's)
c. Assets: 5 Concord Road, Weston, MA including all land and
improvements thereon
d. Bankruptcy Court Approval: The sale is conditioned upon
entry of an order by the Bankruptcy Court authorizing the sale free
and clear of liens, claims, encumbrances, and interests.
e. Closing: The purchase is to close on or before the
expiration of 30 days after such purchase is approved by the Court,
unless otherwise agreed in writing by the parties to the Purchase
Agreement.
The Debtor has agreed to pay a total broker commission equal to3%
of the sale price of the Property on completion of a sale of the
Property, to be split equally with the successful bidder's broker,
with fees subject to further Court review. It seeks authority to
pay the brokers' fee. It further seeks authority to pay any
ordinary and necessary closing expenses.
The remaining funds will be applied towards the mortgage held by
KHRE SMA Funding, LLC. In exchange the lien held against the
Property of 5 Concord Road, Weston, MA will be discharged, with the
remainder of the debt subject to ongoing negotiations between the
parties.
The Debtor proposes an initial overbid threshold of at least $8.85
million.
Any counteroffer to purchase the Property shall:
a. Provide for a cash purchase price of at least $8.85
million;
b. Include a cash deposit of at least $400,000;
c. Provide for such bid to be irrevocable until the closing
of the Sale;
d. Be accompanied by a signed purchase and sale agreement
based on Purchase Agreement and a marked version showing any
changes thereto, which changes will not be any less favorable to
the Debtor than the terms of the Purchase Agreement;
e. Not be subject to, or conditioned on, the outcome of
unperformed due diligence by the bidder or upon any financing
contingency; and
f. Include a statement as to the contemplated use of the
Property.
Any bidder will agree to serve as a back-up bidder through the date
of Closing, if such bidder’s counteroffer is determined by the
Debtor, in its sole discretion, to be the second highest and best
offer.
To ensure adequate notice of the Sale, the Debtor seeks approval of
a form of Notice of Sale.
By the Motion, the Debtor requests an interim order, (i) scheduling
a hearing to approve the Sale; (ii) approving the form and manner
of notice of the Motion and the Sale Hearing; and (iii) approving
the proposed overbid threshold of at least $50,000.00 greater than
the accepted offer.
It further requests that, at the Sale Hearing, the Court enters an
order (i) approving the sale to Slater pursuant to the Purchase
Agreement, (ii) approving the Purchase Agreement or a similar asset
purchase agreement applicable to the Purchaser, and (iii)
authorizing the Debtor to sell the Property free and clear of all
liens, claims, encumbrances, and interests as more fully set forth
in the proposed form of Sale Order.
As the Debtor has no business operations beyond the holding of the
Property, it submits that this liquidation of its property provides
the maximum possible value to the estate and, therefore, to
creditors.
Finally, the Debtor asks the Court to enter an Order authorizing
that the Sale will be effective when entered by the Court,
notwithstanding Fed. R. Bankr. P. 6004(g).
The Purchaser:
Sammuel Slater
16 Marlborough Street,
Boston, MA 02116
About KC Panorama
KC Panorama LLC, a Waltham, Mass.-based company engaged in renting
and leasing real estate properties, sought protection under
Chapter
11 of the Bankruptcy Code (Bankr. D. Mass Case No. 21-10827) on
June 4, 2021, listing total assets of $11,703,396 and total
liabilities of $23,507,162. KC Panorama President Kai Zhao signed
the petition. Judge Frank J. Bailey oversees the case. Ravosa
Law
Offices, P.C. is the Debtor's legal counsel.
KEVIN LLOYD CATHCART: $575K Sale of Happy Valley Property Approved
------------------------------------------------------------------
Judge Teresa H. Pearson of the U.S. Bankruptcy Court for the
District of Oregon authorized the proposed sale by Kenneth S.
Eiler, the Trustee of Kevin Lloyd Cathcart, of the real property
located at 9702 SE King Way, in Happy Valley, Oregon 97086, to Paul
Anthony Carey and Louise Elizabeth Carey for $575,000.
The sale is free and clear of liens, encumbrances, and interests,
including the interest of Tatyana Cathcart.
The Trustee is allowed to disburse the sale proceeds to pay the
cost of sale, the realtor's commission, the Trustee's post
confirmation fees and expenses incurred to the date of closing, the
secured claim of the Bank of New York Mellon, the secured claim of
the Internal Revenue Service as provided in the Debtor's confirmed
Plan of Reorganization, and the balance then remaining to allowed
claims as provided in the Debtor's confirmed Plan of
Reorganization, provided however that the Chapter 11 Trustee will
hold back $23,000 from the sale proceeds which will not be
disbursed until further order of the Court.
The bankruptcy case is Kevin Lloyd Cathcart, Case No.
20-30684-thp11 (Bankr. D. Or.).
KRONOS ACQUISITION: S&P Alters Outlook to Stable, Affirms 'B-' ICR
------------------------------------------------------------------
S&P Global Ratings revised the outlook on Concord, Ont.-based
Kronos Acquisition Holdings Inc. to stable from negative. At the
same time, S&P Global Ratings affirmed its 'B-' issuer credit
rating on Kronos.
S&P said, "We also affirmed our issue-level ratings on the
company's senior secured and unsecured debt. The recovery ratings
on the debt are unchanged.
"The stable outlook reflects our expectation that Kronos will
sustain an adjusted debt-to-EBITDA ratio of about 7x over the next
12 months, supported by its improved EBITDA. We believe the
company's operations would benefit from successful pricing
pass-through amid a cost-inflationary environment and deepened
supply-chain disruptions.
"EBITDA generation from successful pricing pass-through will result
in improved credit measures over the next 12 months. The outlook
revision reflects our view of Kronos' ability to maintain
profitability amid a tough cost environment. Demand for the
company's products has remained steady through 2022. However,
similar to industry peers, Kronos faced significant cost headwinds
specifically for raw materials and in-bound freight. The cost
pressures were further exacerbated due to Kronos'
trichloroisocyanuric acid (trichlor) manufacturing facility at Lake
Charles being inoperative. In response to the elevated cost
environment, Kronos has realized price increases close to US$175
million year-to-date fiscal 2022 , and we expect additional gains
in upcoming quarters through 2023. Furthermore, we believe that as
the new and expanded Lake Charles facility becomes fully
operational in early 2023 (given progress to-date), it should
meaningfully ease the company's cost burden. As a result, we now
expect Kronos will sustain a debt-to-EBITDA ratio in the 7.0x-7.5x
range in fiscal 2023 down from about 9.0x in fiscal 2021. We also
expect Kronos will maintain steady EBITDA interest coverage in the
2.0x area through 2023.
"We expect cost inflation pressures on margins will slowly ease
with the reopening of the Lake Charles facility. During fiscal 2021
Kronos experienced deterioration in its EBITDA margin (S&P Global
Ratings-adjusted) of about 400 basis points because its inability
to increase prices outpaced the continued high-cost inflation in
raw material and transportation costs. We expect Kronos' operating
performance will remain susceptible to volatility in input costs, a
rising interest-rate environment, and unexpected costs related to
capacity expansion plans. The higher costs in the company's pool
business will remain as long as Kronos must purchase trichlor at a
premium from third parties. However, as the Lake Charles facility
rebuilding transitions to pre-commissioning phase, we expect cost
savings from in-sourced trichlor. Once these costs subside, we
expect EBITDA margins will normalize in the 13.5%-14.0% range for
fiscal 2023. We also expect Kronos will be able to adequately
absorb potential volatility in input costs and maintain its EBITDA
and margins once Lake Charles' capacity utilization is close to
normalized utilization.
"There is an adequate liquidity cushion through availability, but
free operating cash flow will remain temporarily stressed for
fiscal 2022. Throughout this year, Kronos will continue to rebuild
and repair its Lake Charles facility. The revised capital
expenditure (capex) to make the facility fully operational is
expected to be 25%-30% above the company's initial expectation of
US$195 million. For fiscal year-end 2022, we expect the company
will spend about US$200 million-US$225 million in capital
investments, of which about US$80 million, until second quarter,
has been spent on the Lake Charles rebuilding. For the remainder of
fiscal 2022, we also expect that slightly higher working capital
requirements spurred by increased inventory levels, required to
offset supply-chain disruptions. This will stress the free
operating cash flow which we expect to remain negative in the US$40
million-US$50 million range for fiscal 2022. Once the Lake Charles
facility is fully operational in fiscal 2023, the free operating
cash flow should turn positive.
"The stable outlook reflects our expectation that Kronos will
sustain a debt-to-EBITDA ratio of about 7x over the next 12 months,
supported by its improved EBITDA generation. We believe the
company's operations would benefit from successful pricing
pass-through amid an inflationary environment and deepening
supply-chain disruptions.
"We could lower the ratings on Kronos if adjusted EBITDA interest
coverage approaches 1.5x because of decreased sales volume amid
tight consumer spending and an inability to realize further
decreases in raw material costs. We believe this would also result
if leverage measures further increased and the capital structure
became unsustainable along with a meaningful liquidity shortfall.
"Although unlikely over the next 12 months, we could raise the
ratings on Kronos if EBITDA improves and the company sustains debt
levels such that its debt-to-EBITDA ratio strengthens sustainably
below 6x. This could result from the company's ability to
successfully pass on any further price increases particularly in
fiscal 2023, and the better-than-expected profitability improvement
from reopening of the Lake Charles facility with some control over
the excess raw material costs."
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Kronos Acquisition
Holdings Inc., as is the case for most rated entities owned by
private-equity sponsors. We believe the company's highly leveraged
financial risk profile points to corporate decision-making that
prioritizes the interests of the controlling owners. This also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns."
LIMETREE BAY TERMINALS: Bank Debt Trades at 29% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Limetree Bay
Terminals LLC is a borrower were trading in the secondary market
around 71 cents-on-the-dollar during the week ended Fri., October
28, 2022, according to Bloomberg's Evaluated Pricing service data.
The $465 million facility is a term loan that is scheduled to
mature on February 15, 2024. As of October 28, 2022, $440 million
of the loan amount is outstanding.
Limetree Bay Terminals LLC is an affiliate of Limetree Bay Energy,
a large-scale energy complex strategically located in St. Croix,
U.S. Virgin Islands. The complex consists of Limetree Bay Refining,
a refinery with peak processing capacity of 650 thousand barrels of
petroleum feedstock per day, and Limetree Bay Terminal, a
34-million-barrel crude and petroleum products storage and marine
terminal facility serving the refinery and third-party customers.
Limetree Bay Refining, LLC and its affiliates sought Chapter 11
protection on July 12, 2021. The lead case is In re Limetree Bay
Services, LLC (Bankr. S.D. Texas Case No. 21-32351). Limetree
Bay Terminals, LLC did not file for bankruptcy.
In the petitions signed by Mark Shapiro, chief restructuring
officer, Limetree Bay Services disclosed up to $10 million in
assets and up to $50,000 in liabilities. Limetree Bay Refining,
LLC, estimated up to $10 billion in assets and up to $1 billion in
liabilities.
The Debtors tapped Baker Hostetler as legal counsel and B. Riley
Financial Inc. as restructuring advisor.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' cases on July 26, 2021. The
committee is represented by Pachulski Stang Ziehl & Jones, LLP.
405 Sentinel, LLC serves as administrative and collateral agent for
the DIP lenders.
MARIBEL C. ALGOOD: $195K Oldsmar Condo Unit Sale to Salernos OK'd
-----------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Maribel C. Algood, together with Dr.
John G. Algood, to sell the real property located at 160 Lakeview
Way, in Oldsmar, Florida 34677, and more particularly described as
East Lake Woodlands Unit 5 Condo Bldg. 5, Unit 76, to Joseph M.
Salerno and Alexa M. Salerno for $194,900 in accordance with the
terms of their "As Is" Residential Contract for Sale and Purchase.
The sale is free and clear of any and all liens, claims,
encumbrances and interests.
The Debtor and Dr. Algood as sellers will be responsible for the
usual and customary Closing Costs as further detailed in the
Contract and the commission of the Broker, which will be paid from
the proceeds from the sale at the Closing.
After the payment of Closing Costs and the commission to the
Broker, the Debtor will distribute the sales proceeds to Dr. Algood
as provided for in Class 3 of the Debtor's confirmed Plan of
Reorganization of Maribel C. Algood Under Chapter 11 of Title 11,
United States Code.
Notwithstanding Bankruptcy Rule 6004(h), and 6006(d) and 7062, the
Order is effective and enforceable immediately upon entry, the
14-day stay is voided, and there is no reason for delay in its
implementation.
Maribel C. Algood sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 22-00899) on March 8, 2022. The Debtor tapped David
Steen, Esq., as counsel.
MORA HOUSE: Seeks to Hire Farsad Law Office as Bankruptcy Counsel
-----------------------------------------------------------------
Mora House One, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to hire the Farsad Law
Office, P.C. as its general bankruptcy counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
in the continued operation of the business and management of the
Debtor's property;
b. taking necessary action to avoid any liens against the
Debtor's property, if needed;
c. assisting, advising and representing the Debtor in
consultations with creditors regarding the administration of its
Chapter 11 case, including the creditors holding liens on the
property;
d. advising and taking any action to stay foreclosure
proceedings against any of Debtor's property;
e. preparing legal papers;
f. preparing a disclosure statement and plan of
reorganization, and representing the Debtor at any hearing to
approve the disclosure statement and to confirm the plan;
g. assisting, advising and representing the Debtor in any
manner relevant to a review of any contractual obligations, and
asset collection and dispositions;
h. preparing documents relating to the disposition of assets;
i. advising the Debtor on finance and finance-related matters
and transactions and matters relating to the sale of its assets;
j. assisting, advising and representing the Debtor in any
issues associated with the acts, conduct, assets, liabilities and
financial condition of the Debtor, and any other matters relevant
to this case or to the formulation of a plan;
k. assisting, advising and representing the Debtor in the
negotiation, formulation, preparation and submission of any plan of
reorganization and disclosure statement;
l. providing other necessary advice and services as the Debtor
may require in connection with this case, including advising and
assisting the Debtor with respect to resolving disputes with any
creditor that may arise;
m. preparing status conference statements, and appearing at
all court hearings as necessary, including status conference
hearings before the court; and
n. seeking court approval of the disclosure statement and
solicitation of ballots for plan confirmation.
The firm's hourly rates are as follows:
Arasto Farsad, Esq. $350 per hour
Nancy Weng, Esq. $350 per hour
Paralegal $100 per hour
The Debtor paid $20,000 to the law firm as a retainer fee.
Arasto Farsad, Esq., and Nancy Weng, Esq., disclosed in a court
filing that they are "disinterested persons" as the term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Arasto Farsad, Esq.
Nancy Weng, Esq.
Farsad Law Office, P.C.
1625 The Alameda Suite 525
San Jose, CA 95126
Tel: (408) 641-9966
Fax: (408) 866-7334
Email: farsadlaw1@gmail.com
About Mora House One
Mora House One, LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)).
Mora House One filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No.
22-50917) on Oct. 7, 2022. The petition was signed by Melvin Vaughn
as managing member. At the time of filing, the Debtor estimated $10
million to $50 million in both assets and liabilities.
Arasto Farsad, Esq., at Farsad Law Office, P.C. represents the
Debtor as counsel.
MOUNTAIN PROVINCE: Plans to Refinance Outstanding Notes
-------------------------------------------------------
Mountain Province Diamonds Inc. said it has set a date for a
special meeting of shareholders of Dec. 1, 2022. The record date
for shareholders entitled to receive notice and vote at the Meeting
has been set as Oct. 28, 2022.
The Company continues to engage with certain major existing
bondholders on the potential issuance of a debt instrument to
refinance the Company's outstanding senior secured second lien
notes. These existing bondholders include an entity ultimately
beneficially owned by the Company's largest beneficial shareholder,
Mr. Dermot Desmond. Should the Company and the relevant
bondholders decide to proceed with such a transaction, the Company
will seek disinterested shareholder approval of the proposed
transaction at the Meeting. Any such transaction will also be
subject to regulatory approval.
About Mountain Province
Mountain Province Diamonds Inc. is a Canadian-based resource
company listed on the Toronto Stock Exchange under the symbol
'MPVD'. The Company's registered office and its principal place of
business is 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, ON,
Canada, M5J 2S1. The Company, through its wholly owned
subsidiaries 2435572 Ontario Inc. and 2435386 Ontario Inc., holds a
49% interest in the Gahcho Kue diamond mine, located in the
Northwest Territories of Canada. De Beers Canada Inc. holds the
remaining 51% interest. The Joint Arrangement between the Company
and De Beers is governed by the 2009 amended and restated Joint
Venture Agreement.
Toronto, Canada-based KPMG LLP, the Company's auditor since 1999,
issued a "going concern" qualification in its report dated March
28, 2022, citing that the Company faces liquidity challenges as a
result of liabilities with maturity dates through December 2022 and
short-term financial liquidity needs that raises substantial doubt
about its ability to continue as a going concern.
MTPC LLC: Revised Bid Procedures for Sale of All Assets Approved
----------------------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized the revised/renewed bidding
procedures proposed by MTPC, LLC, PCPT Hamlin, LLC, and the Proton
Therapy Center in connection with the auction sale of substantially
all assets of MTPC and PCPT.
Objections to the sale must be filed seven days before the Sale
Hearing.
The Selling Debtors will file a notice of the APA that will be the
subject of the Sale Hearing with the Court and serve the same on
interested parties known to the Debtors, including the relevant
contract counterparties. Once the Sale Hearing is set, and no
later than three business days after the date is confirmed with the
Court, the Selling Debtors will serve a conformed Sale Hearing and
Auction Notice on the same interested parties.
Any party holding a perfected security interest in the Assets will
be entitled to credit bid all or a portion of its allowed claim for
those Assets, unless otherwise ordered by the Court. All liens on
which any such credit bids are based will be subject to objection
and challenge by the Committee and other parties in interest if
such objection and challenge rights still exist.
The Selling Debtors are authorized to take any and all actions
reasonably necessary or appropriate to implement the Bid Procedures
in accordance therewith. Pursuant to the Bid Procedures, they are
authorized, but not directed, to select one or more bidders to act
as Stalking Horse Bidder(s) and enter into a Stalking Horse APA
with each such Stalking Horse Bidder and are further authorized,
but not directed, to offer the Bid Protections to such Stalking
Horse Bidder(s).
With respect to any particular Stalking Horse APA, (a) the total
Breakup Fee offered will not exceed 3% of the cash purchase price
contemplated by such Stalking Horse APA, (b) the total Expense
Reimbursement will not exceed $300,000 in the aggregate, and (c)
the total Bid Protections will not exceed 4% of the cash purchase
price. After selecting a Stalking Horse Bidder, the Selling
Debtors will file with the Court and serve a notice of the Stalking
Horse in advance of the Auction.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Four business days prior to the Sale Hearing
b. Initial Bid: Each initial bid must be in an amount that
exceeds by $250,000 a combination of (a) the purchase price agreed
to by the Stalking Horse Bidder, plus (b) the Stalking Horse Bid
Protections.
c. Deposit: 10% of the cash purchase price
d. Auction: If more than one timely Qualified Bids are
received by the Qualified Bid Deadline, the Selling Debtors may,
after consultation with the Consultation Parties, conduct an
auction on the date of the Sale Hearing at a time to be determined,
either at the Sale Hearing, or an alternate location and time as
will be timely communicated to all persons entitled to attend the
Auction, as determined by the Selling Debtors in consultation with
the Consultation Parties.
e. Bid Increments: $250,000
f. Sale Hearing: When either Selling Debtor has received a
signed APA that it has accepted/approved, the Selling Debtor(s)
will coordinate with the Court to identify availability for a Sale
Hearing on the Sale Transaction contemplated in the APA and set a
Sale Hearing.
The Auction and Sale Notice, the Initial Assumption and Assignment
Notice, and the Notice of Desired 365 Contract are approved. The
Selling Debtors are directed to post the Auction and Sale Notice on
their case information website at https://cases.stretto.com/MTPC.
The Assumption and Assignment Procedures are approved as well. The
Cure Objection Deadline is seven days prior to the Sale Hearing.
The Adequate Assurance Objection Deadline is one business day prior
to the Sale Hearing.
The Selling Debtors may set a Sale Hearing by conferring with the
Court's clerk and requesting such a hearing and filing a notice of
the Sale Hearing 21 days prior to the date of such a Sale Hearing.
Any and all objections, if any, to any proposed Sale Transaction
must be filed no later than seven business days before the Sale
Hearing.
Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 9014, or
otherwise, the Court, for good cause shown, orders that the terms
and conditions of the Order will be immediately effective and
enforceable upon its entry.
A copy of the Bidding Procedures is available at
https://tinyurl.com/4mk5n5wv from PacerMonitor.com free of charge.
About MTPC LLC
MTPC LLC is a proton-therapy cancer-treatment center that serves a
multi-state area of the Southeastern United States and began
operations in 2018. It is a freestanding center with three active
treatment rooms including one fixed beam and two gantries. MTPC
is
located in a 43,500-square-foot building adjacent to the campus of
the Williamson Medical Center, in Franklin, Tenn.
MTPC's affiliate, The Proton Therapy Center, LLC, is a Tennessee
limited liability company that was organized in 2010. It is a
freestanding center with three active treatment rooms including
one
fixed beam and two gantries. Proton Therapy Center is located in
an 88,000-square-foot building on the campus of the Provision Case
CARES Cancer Center at Dowell Springs, in Knoxville, Tenn., a
comprehensive healthcare campus focusing on cancer treatment,
patient care, research, and education.
PCPT Hamlin, another affiliate of MTPC, is a Florida limited
liability company that was organized in 2018. It includes an
approximately 36,700-square-foot building in the 900-acre Hamlin
planned development in the "Town Center" of the 23,000-acre
"Horizon West" planning area of West Orange County.
MTPC and its affiliates sought Chapter 11 protection (Bankr. M.D.
Tenn. Lead Case No. 20-05438) on Dec. 15, 2020.
As of Aug. 31, 2020, MTPC's unaudited financial statements
reflected total assets of approximately $105.6 million and total
liabilities of approximately $131.2 million. Proton Therapy
Center's unaudited financial statements reflected total assets of
approximately $93.4 million and total liabilities of approximately
$130.2 million. Meanwhile, PCPT Hamlin's unaudited financial
statements reflected total assets of approximately $139.2 million
and total liabilities of approximately $138.5 million.
The Hon. Randal S. Mashburn is the case judge.
The Debtors tapped McDermott Will & Emery LLP as lead bankruptcy
counsel, Waller Lansden Dortch & Davis LLP as co-counsel with
McDermott, Trinity River Advisors LLC as restructuring advisor,
and
CRS Capstone Partners LLC as financial advisor. Stretto is the
claims agent.
The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors on Jan. 8, 2021. The committee is represented
by Sills Cummis & Gross P.C. and Manier & Herod, P.C.
NCCD-ORANGE COAST: S&P Raises 2018 Revenue Bond Rating to 'BB+'
---------------------------------------------------------------
S&P Global Ratings raised its long-term rating to 'BB+' from 'BB'
on California Community College Financing Authority's series 2018
college housing revenue bonds, issued for NCCD-Orange Coast
Properties LLC. The outlook is stable.
"The upgrade reflects improving occupancy, which should ensure that
covenanted debt service coverage is met in future years," said S&P
Global Ratings credit analyst Laura Macdonald.
S&P said, "The stable outlook reflects our expectation that
occupancy will be sustained, generating solid demand and debt
service coverage. It also reflects the healthy relationship between
the project and the Coast Community College District.
"We could lower the rating if current occupancy is not sustained
such that net revenues are not sufficient to meet covenant
compliance and a draw on the debt service reserve fund is
necessary, leaving little cushion for additional pressures."
A higher rating would be predicated on evidence of sustained solid
occupancy; cash flows sufficient to meet covenants and debt service
payments on an ongoing basis in the range of 1.3x or higher; and a
build-up of reserve funds.
NEWAGE INC: Committee Taps Cole Schotz as Legal Counsel
-------------------------------------------------------
The official committee of unsecured creditors of NewAge, Inc., and
its affiliates seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to retain Cole Schotz P.C. as its
counsel.
The firm will render these services:
a. providing legal advice with respect to the Committee’s
powers, rights, duties, and obligations in the Chapter 11 Cases;
b. assisting and advising the Committee in its consultations
with the Debtors regarding the administration of the Chapter 11
Cases;
c. assisting the Committee in reviewing and negotiating terms
for unsecured creditors with respect to (i) the execution of a
debtor-in-possession financing facility and the use of cash
collateral, (ii) the sale of the Debtors’ assets, including
negotiating bid procedures and proposed asset purchase agreements,
(iii) the confirmation of a chapter 11 plan of reorganization or
liquidation, and (iv) other requests for relief which would impact
unsecured creditors;
d. investigating the liens asserted by the Debtors’ lender
and any potential causes of action against the Debtors’ lender;
e. advising the Committee on the corporate aspects of the
Debtors’ reorganization or liquidation and the plan(s) or other
means to effect reorganization or liquidation that may be proposed
in connection therewith, and participation in the formulation of
any such plan(s) or means of implementing reorganization or
liquidation, as necessary;
f. taking all necessary actions to protect and preserve the
estates of the Debtors for the benefit of creditors, including the
investigation of the acts, conduct, assets, liabilities, and
financial condition of the Debtors, the investigation of the prior
operation of the Debtors’ businesses and the investigation and
prosecution of estate claims, causes of action, and any other
matters relevant to the Chapter 11 Cases;
g. preparing on behalf of the Committee all necessary motions,
applications, complaints, answers, orders, reports, papers and
other pleadings and filings in connection with the Committee’s
duties in the Chapter 11 Cases;
h. advising and representing the Committee in hearings and
other judicial proceedings in connection with all necessary
motions, applications, objections and other pleadings, and
otherwise protecting the interests of those represented by the
Committee; and
i. performing all other necessary legal services as may be
required and authorized by the Committee that are in the best
interests of general unsecured creditors.
The hourly rates of the firm are as follows:
Members $485 to $1200
Associates and Special Counsel $325 to $730
Law Clerks $325 to $350
Paralegals $245 to $410
Litigation Support Specialists $380 to $405
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also provided the following in response to the request for
additional information set forth in Section D of the Revised U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: No. Cole Schotz professionals working on this matter will
bill at Cole Schotz's standard hourly rates.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: No.
Question: If you represented the client in the twelve months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the twelve months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and reasons for the difference.
Answer: Cole Schotz did not represent the committee during the 12
months preceding the filing of the Chapter 11 cases.
Question: Has your client approved your respective budget and
staffing plan, and if so, for what budget period?
Answer: The Committee has approved the Cole Schotz budget and
staffing plan for the period of Sep 16, 2022 through Nov 30, 2022.
Seth Van Aalten, Esq., a member at Cole Schotz, 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:
Seth Van Aalten, Esq.
Cole Schotz PC
1325 Avenue of the Americas, 19th Floor
New York, NY 10019
Tel: 212-752-8000
Fax: 212-752-8393
Email: svanaalten@coleschotz.com
About NewAge Inc.
NewAge Inc. (Nasdaq: NBEV) -- http://www.NewAgeGroup.com/-- a
Utah-based company, commercializes a portfolio of organic and
healthy products worldwide primarily through a direct-to-consumer
(D2C) route to market distribution system across more than 50
countries. The company competes in three major category platforms
including health and wellness, inner and outer beauty, and
nutritional performance and weight management.
NewAge Inc. and certain of its subsidiaries, Ariix LLC, Morinda
Holdings, Inc., and Morinda, Inc., sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-10819) on August 30, 2022.
NewAge reported total assets of $310,902,000 against total
liabilities of $149,447,000 as of the bankruptcy filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Greenberg Traurig, LLP as bankruptcy counsel and
SierraConstellation Partners, LLC as financial advisor. Houlihan
Lokey Capital, Inc. conducted the pre-bankruptcy marketing process
for the Debtors. Stretto is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 14,
2022. Cole Schotz P.C. and Dundon Advisers LLC serve as the
committee's legal counsel and financial advisor, respectively.
NEWAGE INC: Committee Taps Dundon Advisers as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of NewAge, Inc., and
its affiliates seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to retain Dundon Advisers LLC as its
financial advisor.
Dundon Advisers will provide these financial advisory services to
the Committee:
-- assist in the analysis, review, and monitoring of the
restructuring process, including, but not limited to, an assessment
of the unsecured claims pool and potential recoveries for unsecured
creditors;
-- develop a complete understanding of the Debtors' businesses
and their valuations;
-- determine whether there are viable alternative paths for the
disposition of the Debtors' assets from those being currently
proposed by the Debtors;
-- monitor and, to the extent appropriate, assist the Debtors
in efforts to develop and solicit transactions which would support
unsecured creditor recovery;
-- assist the Committee in identifying, valuing and pursuing
estate causes of action, including, but not limited to, relating to
prepetition transactions, control person liability and lender
liability;
-- assist the Committee to analyze, classify and address claims
against the Debtors and to participate effectively in any effort in
these Chapter 11 Cases to estimate (in any formal or informal
sense) contingent, unliquidated and disputed claims;
-- assist the Committee to identify, preserve, value and
monetize tax assets of the Debtors, if any;
-- advise the Committee in negotiations with the Debtors,
certain of the Debtors' lenders and third parties;
-- assist the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, cash budgets and
monthly operating reports;
-- assist the Committee in reviewing the Debtors' cost/benefit
analysis with respect to the assumption or rejection of various
executory contracts and leases;
-- Review and provide analysis of the present and any
subsequent proposed debtor-in-possession financing or use of cash
collateral;
-- assist the Committee in evaluating and analyzing avoidance
actions, including fraudulent conveyances and preferential
transfers;
-- review and provide analysis of the present and any
subsequent proposed disclosure statement and chapter 11 plan and,
if appropriate, assist the Committee in developing an alternative
chapter 11 plan;
-- attend meetings and assist in discussions with the
Committee, the Debtors, the secured lenders, the U.S. Trustee and
other parties in interest and professionals;
-- present at meetings of the Committee, as well as meetings
with other key stakeholders and parties;
-- perform such other advisory services for the Committee as
may be necessary or proper in these proceedings, subject to the
aforementioned scope; and
-- provide testimony on behalf of the Committee as and when may
be deemed appropriate.
Dundon Advisers professionals will be billed as follows:
Principals $850 per hour
Managing Directors $760 per hour
Senior Advisers $760 per hour
Senior Directors $700 per hour
Directors $625 per hour
Associate Directors $550 per hour
Senior Associates $475 per hour
Associates $370 per hour
Matthew Dundon, a principal of Dundon Advisers, disclosed in a
court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew Dundon
Dundon Advisers LLC
Ten Bank Street, Suite 1100
White Plains, NY 10606
Telephone: (917) 838-1930
Email: md@dundon.com
About NewAge Inc.
NewAge Inc. (Nasdaq: NBEV) -- http://www.NewAgeGroup.com/-- a
Utah-based company, commercializes a portfolio of organic and
healthy products worldwide primarily through a direct-to-consumer
(D2C) route to market distribution system across more than 50
countries. The company competes in three major category platforms
including health and wellness, inner and outer beauty, and
nutritional performance and weight management.
NewAge Inc. and certain of its subsidiaries, Ariix LLC, Morinda
Holdings, Inc., and Morinda, Inc., sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-10819) on August 30, 2022.
NewAge reported total assets of $310,902,000 against total
liabilities of $149,447,000 as of the bankruptcy filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Greenberg Traurig, LLP as bankruptcy counsel and
SierraConstellation Partners, LLC as financial advisor. Houlihan
Lokey Capital, Inc. conducted the pre-bankruptcy marketing process
for the Debtors. Stretto is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 14,
2022. Cole Schotz P.C. and Dundon Advisers LLC serve as the
committee's legal counsel and financial advisor, respectively.
NEXTPLAY TECHNOLOGIES: Four Proposals Approved at Annual Meeting
----------------------------------------------------------------
NextPlay Technologies, Inc. held its 2023 Annual Meeting of
Stockholders, in a virtual format, at which the stockholders:
(1) elected Nithinan Boonyawattanapisut, William Kerby, Donald
P. Monaco, Athid Nanthawaroon, Carmen L. Diges, Komson Kaewkham,
Yoshihiro Obata, Farooq Moosa, Edward Terrence Gardner, Jr., and
Todd Bonner as directors, each to hold office until the Company's
next annual meeting of stockholders, or until their successors are
duly elected and qualified, subject to prior death, resignation, or
removal;
(2) ratified the appointment of TPS Thayer, LLC as the Company's
independent registered public accounting firm for the fiscal year
ending Feb. 28, 2023;
(3) did not approve an amendment to the exercise price
provisions of those warrants issued in connection with a registered
direct offering of the Company's securities pursuant to that Stock
Purchase Agreement entered into by and among the Company and
certain investors on Nov. 1, 2021, and specifically to remove the
$1.97 floor price of the Warrants such that the exercise price of
the Warrants may be reduced below the Floor Price in the event that
the Company issues or enters into any agreement to issue securities
for consideration less than the then current exercise price of the
warrants;
(4) voted to approve, on a non-binding advisory basis, the
Company's named executive officer compensation; and
(5) voted to authorize the Company's board of directors to
adjourn the Annual Meeting, in the Board's discretion, to permit
the Company's Board to solicit additional proxies in favor of the
proposals voted on at the Annual Meeting.
The Board elected not to adjourn the Annual Meeting to a later date
to solicit additional proxies in favor of the proposals voted on at
the Annual Meeting.
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
-- nextplaytechnologies.com -- is a technology solutions company
offering games, in-game advertising, crypto-banking, connected TV
and travel booking services to consumers and corporations within a
growing worldwide digital ecosystem. NextPlay's engaging products
and services utilize innovative AdTech, Artificial Intelligence and
Fintech solutions to leverage the strengths and channels of its
existing and acquired technologies.
NextPlay reported a net loss of $40.41 million for the year ended
Feb. 28, 2022, compared to a net loss of $1.63 million for the
period from March 6, 2020 to February 28, 2021. As of Aug. 31,
2022, the Company had $101.47 million in total assets, $52.93
million in total liabilities, and $48.54 million in total
stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 17, 2022, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.
NEXTPLAY TECHNOLOGIES: Posts $12.5M Comprehensive Loss in Q2
------------------------------------------------------------
Nextplay Technologies, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a total
comprehensive loss of $12.47 million on $456,397 of total revenue
for the three months ended Aug. 31, 2022, compared to a total
comprehensive loss of $9.53 million on $293,357 of total revenue
for the three months ended Aug. 31, 2021.
For the six months ended Aug. 31, 2022, the Company reported a
total comprehensive loss of $18.83 million on $922,948 of total
revenue compared to a total comprehensive loss of $10.13 million on
$293,357 of total revenue for the six months ended Aug. 31, 2021.
As of Aug. 31, 2022, the Company had $101.47 million in total
assets, $52.93 million in total liabilities, and $48.54 million in
total stockholders' equity.
On Aug. 31, 2022, the Company had $2.72 million of cash and cash
equivalents, which was decreased from $4.28 million as of Feb. 28,
2022 due primarily to cash out flow from investing activities of
$4.82 million for intangible asset acquisition.
NextPlay said, "We have limited financial resources. As of August
31, 2022, we have working capital of $6.75 million. Our monthly
cash requirement is approximately $1.4 million.
"We will need to raise additional capital or borrow loans to
support the on-going operation, increase market penetration of our
products, expand the marketing and development of our technology
driven products, repay debt obligations, provide capital
expenditures for additional equipment and development costs,
payment obligations, and systems for managing the business
including covering other operating costs until our planned revenue
streams from all businesses and products are fully implemented and
begin to offset our operating costs. Our failure to obtain
additional capital to finance our working capital needs on
acceptable terms, or at all, would negatively impact on our
business, financial condition, and liquidity. We currently have
limited resources to satisfy these obligations, and our inability
to do so could have a material adverse effect on our business and
ability to continue as a going concern.
"To date, we have funded our operations with the proceeds from
equity and debt financings and we anticipate we will need to meet
our funding requirements through the sale of additional equity or
debt financing, which funds may not be available on favorable
terms, if at all. We anticipate that we would need several
millions of dollars to properly market our services and fund the
operations for the next 12 months."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1372183/000121390022065815/f10q0822_nextplaytech.htm
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
-- nextplaytechnologies.com -- is a technology solutions company
offering games, in-game advertising, crypto-banking, connected TV
and travel booking services to consumers and corporations within a
growing worldwide digital ecosystem. NextPlay's engaging products
and services utilize innovative AdTech, Artificial Intelligence and
Fintech solutions to leverage the strengths and channels of its
existing and acquired technologies.
NextPlay reported a net loss of $40.41 million for the year ended
Feb. 28, 2022, compared to a net loss of $1.63 million for the
period from March 6, 2020 to February 28, 2021. As of May 31,
2022, the Company had $106.49 million in total assets, $43.34
million in total liabilities, and $63.14 million in total
stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 17, 2022, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.
NTI-NV INC: Amends Plan to Include Subordinated Claim Details
-------------------------------------------------------------
NTI-NV Inc., submitted an Amended Disclosure Statement to accompany
Amended Plan of Reorganization dated October 25, 2022.
The intent is that the creditors will be paid in full. The Debtor
has been doing some restructuring of the business and has decreased
expenses. As a result, the Debtor believes that it will be able to
finance the Amended Plan from the operations of the business.
The filing of the bankruptcy was prompted by the slow business due
to COVID-19. Now that the economy is up and operating the business
has picked up. The problem is the time to catch up on the expenses
based upon the lack of business over several months. There was
also litigation with a partner of the business that caused a
disruption of the business. Those issues have been resolved. The
Debtor plans on paying back the creditors based upon the operation
of the business.
Class 1 consists of all Allowed Secured Claims of Ally. Class 1 is
impaired under the Amended Plan. The Debtor will continue to make
the monthly payments. If the Debtor is behind in any payments,
they will be brought current over a period of 5 years with
quarterly payments until it is current. There will be no interest
on the delinquent amount that is past due.
Class 2 consists of all of the Allowed Secured Claims of Corporate
Fleet Services. Class 2 is impaired under the Amended Plan. The
Debtor will continue to make the monthly payments. If the Debtor
is behind in any payments, they will be brought current over a
period of 5 years with quarterly payments until it is current.
There will be no interest on the delinquent amount that is past
due.
Class 4 shall consist of the Allowed Unsecured Claims for goods
and/or services provided to the Debtors before the Petition Date,
Allowed Unsecured Claims for breach of contract or rejection of
executory contracts and unexpired leases, Allowed Unsecured Claims
for damages, and Allowed Unsecured Claims in respect of the
deficiency Claims. Class 4 will be paid on a pro-rata basis based
on the liquidation value of the Debtor's non-exempt assets.
The first quarter after the effective date, each Allowed Class 4
Claimant will receive a Distribution to bring them into a pro rata
position vis-à-vis all other Creditors with Allowed General
Unsecured Claims. The Debtor shall make quarterly distributions on
the Quarterly Distribution Date of any Remaining Cash Amount, Pro
Rata, to Creditors with Allowed General Unsecured Claims prior to
the Final Distribution Date. On the Final Distribution Date,
Reorganization Debtor shall distribute, Pro Rata, to Creditors with
Allowed General Unsecured Claims, the Remaining Cash Amount.
Class 4.5 consists of Allowed Subordinated Claim. Each holder of an
Allowed Subordinated Claim shall receive, on the applicable
Distribution Date, the Remaining Cash Amount if an only after all
Allowed Claims in Class 10 are paid in full.
A full-text copy of the Amended Disclosure Statement dated October
25, 2022, is available at https://bit.ly/3U5Yqw0 from
PacerMonitor.com at no charge.
Attorneys for Debtor:
David J. Winterton, Esq.
DAVID J. WINTERTON & ASSOC., LTD.
7881 W. Charleston Blvd., Suite 220
Las Vegas, NV 89117
Tel: (702) 363-0317
Facsimile: (702) 363-163
About NTI-NV Inc.
NTI-NV Inc. sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 22-10460) on Feb. 10,
2022, listing up to $50,000 in assets and up to $500,000 in
liabilities. Judge Natalie M. Cox oversees the case.
David J. Winterton, Esq., at David J Winterton & Associates Ltd.,
serves as the Debtor's legal counsel.
O'BRIEN FAMILY: Seeks to Hire Trust Larry as Real Estate Broker
---------------------------------------------------------------
The O'Brien Family Land Trust seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Trust
Larry Real Estate as its broker.
The Debtor is a land trust, which owns a residential real property
located at 2817 N. Atlantic Blvd, Fort Lauderdale FL 33308.
Trust Larry Real Estate will render these services:
(a) implement a successful marketing strategy;
(b) prepare marketing materials;
(c) stage the real property for showing;
(d) negotiate a cash sale with a substantial deposit; and
(f) assist to close the transaction.
The firm will receive compensation equal to 5 percent of the gross
selling price.
As disclosed in court filings, Trust Larry Real Estate is a
disinterested person as defined within Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Larry Revier
Trust Larry Real Estate
311 Bayview Drive
Fort Lauderdale, FL 33306
Phone: +1 954-870-7687
Email: larry@trustlarry.com
About The O'Brien Family Land Trust
The O'Brien Family Land Trust is a Single Asset Real Estate (as
defined in 11 U.S.C. Sec. 101(51B)).
The O'Brien Family Land Trust sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14760) on
June 20, 2022, listing up to $10 million in both assets and
liabilities. Judge Peter D. Russin oversees the case.
Susan D. Lasky, Esq., at Sue Lasky, PA is the Debtor's counsel.
OVERLOOK ROAD: Taps Law Offices of E. Vincent Wood as Counsel
-------------------------------------------------------------
The Overlook Road Los Gatos Development, LLC seeks approval from
the U.S. Bankruptcy Court for the Northern District of California
to employ the Law Offices of E. Vincent Wood as legal counsel.
The firm's services include:
a. consulting with the Debtor concerning its present financial
situation, the Debtor's realistic achievable goals, and the
efficacy of various forms of bankruptcy as a means to achieve its
goals;
b. preparing legal documents;
c. advising the Debtor concerning its duties under the
Bankruptcy Code;
d. identifying, prosecuting, and defending claims and causes
of actions assertable by or against the estate;
e. if necessary, preparing and prosecuting pleadings to avoid
preferential transfers or transfers deemed fraudulent as to
creditors, motions for authority to borrow money, sell property, or
compromise claims and objections to claims; and
f. taking all necessary action to protect and preserve the
estate, and all other legal services requested.
The Law Offices of E. Vincent Wood will be paid at these hourly
rates:
E. Vincent Wood, Attorney $350
Nicole Zorrilla, Paralegal $125
The firm received a retainer of $7,500 for the Chapter 11 case.
E. Vincent Wood, Esq., owner of the firm, assured the court that he
does not have interests materially adverse to Debtor or creditors.
The firm can be reached through:
E. Vincent Wood, Esq.
The Law Offices of E. Vincent Wood
505 14th St Suite 900
Oakland, CA 94612
Tel: (925) 278-6680
Fax: (925) 955-1655
About The Overlook Road Los Gatos
The Overlook Road Los Gatos Development LLC is a Single Asset Real
Estate (as defined in 11 U.S.C. Sec. 101(51B)).
The Overlook Road Los Gatos Development sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No.
22-50557) on June 29, 2022, listing up to $50,000 in assets and up
to $10 million in liabilities. Saul Flores, managing member, signed
the petition.
Stanley A. Zlotoff, Esq., at Stanley A. Zlotoff, A Professional
Corporation is the Debtor's legal counsel.
PACKABLE HOLDINGS: Auction of Interest in CH/BDG Lease on Nov. 3
----------------------------------------------------------------
Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the
District of Delaware authorized Packable Holdings, LLC's bidding
procedures in connection with the auction sale of interest in the
lease with CH/BDG Harvill, LLC, of premises located at 21500
Harvill Avenue, in Perris, California 92570, free and clear of all
liens, claims, and encumbrances.
The Bidding Procedures will govern all Bids and Bid Proceedings
relating to the Asset. The Debtors and their claims agent are
authorized to take any and all actions necessary or appropriate to
implement them.
The sale will be free and clear of all liens, claims, and
encumbrances thereon, with such liens, claims and encumbrances to
attach to the proceeds.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 28, 2022, at 10:00 a.m. (ET)
b. Initial Bid: Bidders must state with specificity the Assets
(including the specific executory contracts and unexpired leases)
they wish to bid on and the liabilities and obligations (including
applicable cure costs) to be assumed in the Sale.
c. Deposit: 10% of the cash consideration of the Bid
d. Auction: If at least two Qualified Bids are received by the
Bid Deadline with regard to any particular Assets, the Debtors will
conduct the Auction. The Auction will take place virtually on Nov.
3, 2022, starting at 10:00 a.m. (ET) or such other time as the
Debtors will designate and notify to all Qualified Bidders.
e. Bid Increments: $100,000
f. Sale Hearing: Nov. 8, 2022, at 10:00 a.m. (ET)
g. Sale Objection Deadline: Nov. 7, 2022, at 4:00 p.m. (ET)
h. Closing: Nov. 30, 2022
Within twenty-four (24) hours following the conclusion of the
Auction, the Debtors will file a notice identifying the Successful
Bidder and the Next-Highest Bidder.
The Debtors will file a form of Sale Order no later than 14 days
before the Sale Hearing.
The form of the Sale Notice is approved. The Debtors will cause
the Sale Notice to Sale Notice Parties as soon as reasonably
practicable after entry of the Order.
The Debtors will not sell, assume or assign any equipment leases
(or the Debtor's interest in same) in connection with the sale of
the interest of Pharmapacks in the California Lease, including, but
not limited to, Kingsbridge Holding, LLC's Lease Schedule Nos.
xx978-006, xx978-007 and xx978-012, unless a separate motion to
assume those equipment leases is filed and approved by the Court.
Notwithstanding any applicability of Bankruptcy Rule 6004(h),
6006(d), 7052 or 9014, the Order will be immediately effective and
enforceable upon its entry. All time periods set forth in the
Order will be calculated in accordance with Bankruptcy Rule
9006(a).
A copy of the Bidding Procedures is available at
https://tinyurl.com/3j86cvpd from PacerMonitor.com free of charge.
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.
PACKABLE HOLDINGS: Committee Taps A.M. Saccullo as Co-Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Packable Holdings,
LLC and its affiliates seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ A.M. Saccullo Legal,
LLC as co-counsel with Kelley Drye & Warren LLP.
The firm's services include:
a. providing legal advice regarding local rules, practices,
and procedures;
b. reviewing and commenting on drafts of documents to ensure
compliance with local rules, practices, and procedures;
c. filing documents as requested by committee counsel and
coordinating for service of documents;
d. preparing certificates of no objection, certifications of
counsel, and related documents;
e. appearing in Court and at any meeting of creditors on
behalf of the committee in its capacity as co-counsel to the
committee;
f. monitoring the docket for filings and coordinating with
Kelley, and any other counsel to the committee, on pending matters
that need responses;
g. assisting the committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims;
h. assisting the committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of the Debtors' businesses;
i. assisting the committee in its investigation of the liens
and claims of the Debtors' lenders and the prosecution of any
claims or causes of action revealed by such investigation;
j. assisting the committee in its analysis of, and
negotiations with, the Debtors or any third-party concerning
matters related to, among other things, the assumption or rejection
of leases of nonresidential real property and executory contracts,
asset dispositions, financing or other transactions, and the terms
of one or more plans of reorganization for the Debtors and
accompanying disclosure statements and related plan documents;
k. assisting and advising the committee in communicating with
unsecured creditors regarding significant matters in these Chapter
11 cases;
l. reviewing and analyzing applications, orders, statements of
operations, and schedules filed with the Court and advising the
committee as to their propriety;
m. maintaining critical dates memorandum to monitor pending
applications, motions, hearing dates and other matters and the
deadlines associated with same and any necessary coordination for
pending matters;
n. performing such other legal services as may be required or
requested or as may otherwise be deemed in the interests of the
committee in accordance with the committee's powers and duties as
set forth in the Bankruptcy Code, Bankruptcy Rules or other
applicable law; and
o. providing additional support to Kelley, and any other
counsel to the committee, as requested.
The firm will be paid at hourly rates ranging from $485 to $550 and
will be reimbursed for out-of-pocket expenses.
Anthony Saccullo, Esq., a member of A.M. Saccullo, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Anthony M. Saccullo, Esq.
A.M. Saccullo Legal, LLC
27 Crimson King Drive
Bear, DE 19701
Tel: (302) 836-8877
Fax: (302) 836-8787
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.
On Sept. 13, 2022, the Office of the United States Trustee
appointed the official committee of unsecured creditors in the
Debtors' cases. The committee selected Kelley Drye & Warren LLP and
A.M. Saccullo Legal, LLC as bankruptcy counsels; ASK LLP as special
litigation counsel; and Dundon Advisers LLC as financial advisor.
PACKABLE HOLDINGS: Committee Taps ASK LLP as Litigation Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Packable Holdings,
LLC and its affiliates seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ ASK LLP as its special
litigation counsel.
The firm will render these services:
a. advise and assist the committee in all respects regarding
its rights, powers and duties in connection with certain matters
adverse to the JPMorgan entities, including, without limitation,
the analysis, negotiation and litigation of any claims or actions
involving the JPMorgan entities in which the committee's lead
counsel, Kelley Drye & Warren LLP, has a potential conflict of
interest other than the investigation into JPMorgan entities'
liens, claims, and interests; and
b. at the committee's request, advise and assist in all
respects regarding other matters in which Kelley Drye has a
potential conflict of interest.
The firm will be paid at these hourly rates:
Partners $550
Associates $395 - $495
Paraprofessionals $295
Edward Neiger, Esq., co-managing partner at ASK, disclosed in a
court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Edward Neiger, Esq.
ASK, LLP
60 East 42nd Street, 46th Floor
New York, NY 10165
Toll Free: (212) 267.7342
Fax: (212) 918.3427
Email: eneiger@askllp.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.
On Sept. 13, 2022, the Office of the United States Trustee
appointed the official committee of unsecured creditors in the
Debtors' cases. The committee selected Kelley Drye & Warren LLP and
A.M. Saccullo Legal, LLC as bankruptcy counsels; ASK LLP as special
litigation counsel; and Dundon Advisers LLC as financial advisor.
PACKABLE HOLDINGS: Committee Taps Dundon as Financial Advisor
-------------------------------------------------------------
The official committee of unsecured creditors of Packable Holdings,
LLC and its affiliates seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Dundon Advisers LLC as
its financial advisor.
The firm will render these services:
-- assist in the analysis, review, and monitoring of the
restructuring and/or liquidation process, including, but not
limited to, an assessment of the unsecured claims pool and
potential recoveries for unsecured creditors;
-- develop a complete understanding of the Debtors' businesses
and their valuations;
-- determine whether there are viable alternative paths for the
disposition of the Debtors' assets from those being currently
proposed by the Debtors;
-- monitor and, to the extent appropriate, assist the Debtors
in efforts to develop and solicit transactions which would support
unsecured creditor recovery;
-- assist the committee in identifying, valuing and pursuing
estate causes of action, including, but not limited to, relating to
prepetition transactions, control person liability and lender
liability;
-- assist the committee to analyze, classify and address claims
against the Debtors and to participate effectively in any effort in
these Chapter 11 Cases to estimate (in any formal or informal
sense) contingent, unliquidated and disputed claims;
-- assist the committee to identify, preserve, value and
monetize tax assets of the Debtors, if any;
-- advise the committee in negotiations with the Debtors,
certain of the Debtors' lenders and third parties;
-- assist the committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, cash budgets and
monthly operating reports;
-- assist the committee in reviewing the Debtors' cost/benefit
analysis with respect to the assumption or rejection of various
executory contracts and leases;
-- review and provide analysis of the present and any
subsequent proposed debtor-in-possession financing or use of cash
collateral;
-- assist the committee in evaluating and analyzing avoidance
actions, including fraudulent conveyances and preferential
transfers;
-- review and provide analysis of the present and any
subsequent proposed disclosure statement and chapter 11 plan and,
if appropriate, assist the committee in developing an alternative
chapter 11 plan;
-- attend meetings and assist in discussions with the
committee, the Debtors, the secured lenders, the U.S. Trustee and
other parties in interest and professionals;
-- present at meetings of the committee, as well as meetings
with other key stakeholders and parties;
-- perform such other advisory services for the committee as
may be necessary or proper in these proceedings, subject to the
aforementioned scope; and
-- provide testimony on behalf of the committee as and when may
be deemed appropriate.
Dundon Advisers professionals will be billed as follows:
Principals $850 per hour
Managing Directors $760 per hour
Senior Advisers $760 per hour
Senior Directors $700 per hour
Directors $625 per hour
Associate Directors $550 per hour
Senior Associates $475 per hour
Associates $370 per hour
Matthew Dundon, a principal at Dundon Advisers, disclosed in a
court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew Dundon
Dundon Advisers LLC
Ten Bank Street, Suite 1100
White Plains, NY 10606
Telephone: (917) 838-1930
Email: md@dundon.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.
On Sept. 13, 2022, the Office of the United States Trustee
appointed the official committee of unsecured creditors in the
Debtors' cases. The committee selected Kelley Drye & Warren LLP and
A.M. Saccullo Legal, LLC as bankruptcy counsels; ASK LLP as special
litigation counsel; and Dundon Advisers LLC as financial advisor.
PACKABLE HOLDINGS: Committee Taps Kelley Drye as Lead Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Packable Holdings,
LLC and its affiliates seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Kelley Drye & Warren
LLP as its lead counsel.
The firm will render these services:
(a) advise the committee with respect to its rights, duties
and powers in this Chapter 11 Case;
(b) assist and advise the committee in its discussions with
the Debtor in connection with the administration of this Chapter 11
Case;
(c) assist the committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtor;
(d) advise and represent the committee in connection with
matters generally arising in this Chapter 11 case, including the
Debtor's motion to obtain post-petition financing, the chapter 11
plan and potential sale of the Debtor's assets;
(e) appear before the bankruptcy court and any other federal
or state court;
(f) prepare, on behalf of the committee, any pleadings,
including motions, memoranda, complaints, objections, and responses
to any of the foregoing; and
(g) perform such other legal services.
The firm will be paid at these hourly rates:
Partners $690 - $1,370
Special Counsel $455 - $885
Associates $475 - $785
Paraprofessionals $135 - $415
Jason Adams, Esq., member of Kelley Dyre, assured the court that
the firm is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Mr. Adams
disclosed that:
-- Kelley has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- No Kelley professional included in the engagement has
varied his rate based on the geographic location of the bankruptcy
case.
-- The firm has not represented the committee in the 12 months
prepetition.
-- The committee has approved the budget and staffing plan for
the period from Sept. 16 to Nov. 30, 2022.
The firm can be reached through:
Jason R. Adams, Esq.
Kelley Drye & Warren, LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
Telephone: (212) 808-7800
Facsimile: (212) 808-7897
Email: JAdams@kelleydrye.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.
On Sept. 13, 2022, the Office of the United States Trustee
appointed the official committee of unsecured creditors in the
Debtors' cases. The committee selected Kelley Drye & Warren LLP and
A.M. Saccullo Legal, LLC as bankruptcy counsels; ASK LLP as special
litigation counsel; and Dundon Advisers LLC as financial advisor.
PACKABLE HOLDINGS: Court Sets Auction of All Assets for November 16
-------------------------------------------------------------------
Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the
District of Delaware authorized Packable Holdings, LLC's bidding
procedures in connection with the auction sale of all or
substantially all assets.
The sale will be free and clear of all liens, claims, and
encumbrances thereon, with such liens, claims and encumbrances to
attach to the proceeds.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 14, 2022, at 12:00 p.m. (ET)
b. Initial Bid: Bidders must state with specificity the Assets
(including the specific executory contracts and unexpired leases)
they wish to bid on and the liabilities and obligations (including
applicable cure costs) to be assumed in the Sale.
c. Deposit: 10% of the cash consideration of the Bid
d. Auction: If at least two Qualified Bids are received by the
Bid Deadline with regard to any particular Assets, the Debtors will
conduct the Auction. The Auction will take place virtually on Nov.
16, 2022, starting at 10:00 a.m. (ET) or such other time as the
Debtors will designate and notify to all Qualified Bidders. The
Auction Objection Deadline is Nov. 18, 2022, at 4:00 p.m. (ET).
e. Bid Increments: To be announced at the auction.
f. Sale Hearing: Nov. 21, 2022, at 10:00 a.m. (ET)
g. Sale Objection Deadline: Nov. 14, 2022, at 4:00 p.m. (ET)
h. Closing: Dec. 1, 2022
Within twenty-four (24) hours following the conclusion of the
Auction, the Debtors will file a notice identifying the Successful
Bidder and the Next-Highest Bidder.
Within two business days of the entry of the Order, the Debtors
will file an Assumption and Assignment Notice. Objections to (a)
the Cure Costs set forth in the Cure Schedule or (b) the assumption
and assignment of any Assumed Contracts must be filed with the
Court, and be served on the Notice Parties no later than 4:00 p.m.
(ET) on the date that is 14 days from the date of service of the
Assumption and Assignment Notice or Amended Assumption and
Assignment Notice, as applicable. Unless otherwise agreed, the
Disputed Cure Amount will be paid to the non-Debtor counterparty on
the later of (i) the closing date of the Sale or (ii) within seven
days of the resolution of the Disputed Cure Amount.
Notwithstanding any applicability of Bankruptcy Rule 6004(h),
6006(d), 7052 or 9014, the Order will be immediately effective and
enforceable upon its entry. All time periods set forth in the
Order will be calculated in accordance with Bankruptcy Rule
9006(a).
A copy of the Bidding Procedures is available at
https://tinyurl.com/466fj79a from PacerMonitor.com free of charge.
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.
PAR 5 PROPERTY: Macdonald Fernandez Employment as Counsel Revoked
-----------------------------------------------------------------
Bankruptcy Judge Fredrick E. Clement revokes the order of
employment of Macdonald Fernandez LLP and the full amount of funds
that the firm received, i.e., $57,157 which will be disgorged.
Since the court believes that both the Debtor's and Prach's
interest in these funds appear to have been extinguished,
disgorgement will be made to Walter Dahl, Subchapter V trustee,
subject to Frank Prach's right to recover some -- or all -- of the
funds that he individually paid.
In late June 2021, Par 5 Property Investments, LLC ("Debtor")
retained Macdonald Fernandez LLP for the purposes of filing a
Subchapter V Chapter 11 bankruptcy and the parties signed a Fee
Agreement. The Parties agreed to a retainer of $35,000 as an
advance payment for attorney's fee as well as costs and expenses,
as well as the court's filing fee of $1,738 for a total retainer of
$36,738. Joseph Frank Prach, the Debtor's managing member,
guarantees the indebtedness of Par 5 Investments referred in the
Fee Agreement.
On July 14, 2021, Macdonald Fernandez LLP sought approval to be
employed as counsel for the Debtor. At the outset, the application
fails to mention the third-party guarantee by Frank Prach. Rule
2014 specifically requires that the application describe "any
proposed arrangement for compensation." Since the Fee Agreement
was not appended to the application, the Court was deprived of the
opportunity of confirming Macdonald Fernandez's representations.
Additionally, the Court finds that the declaration offered in
support of the application states that "Macdonald Fernandez does
not have a prepetition claim against the estate." But this is not
true considering that the firm was owed $7,887 on the petition
date. The Court holds that the existence of a prepetition debt
between the bankrupt debtor and proposed counsel aggregated with
other connections may be a disqualifying interest.
Finally, the Court finds that the source and amount of the retainer
on the date of the petition was inaccurate. As to the source of
payment, the application represents that $35,000 was paid by Frank
Prach. In reality, $10,000 of the retainer was paid by the Debtor
and $27,538 by Prach. The amount of the retainer was also
inaccurate. Macdonald Fernandez represented that it held $26,843 at
the filing date when actually, the firm held $37,538 on the date of
the petition.
The Court determines that Macdonald Fernandez held an interest
adverse to the estate by virtue of its post-petition payment of the
Debtor's prepetition debt ($7,867) to it. Because the law firm had
not drawn down the retainer prior to the filing of the Debtor's
bankruptcy petition, the entire $37,538 was property of the
estate.
The Court believes that all funds Macdonald Fernandez received were
property of the estate because all funds received from the Debtor
and/or Prach -- whether paid from the trust account or
post-petition directly — had been applied to outstanding invoices
for services rendered and costs incurred.
The Court finds that between the date of the petition and the
application for employment, Macdonald Fernandez deducted
prepetition fees from its trust account. It did so without
authorization—and that payment was not disclosed and would be
avoidable. Because the existence of a facially plausible avoidance
action, the Court determines that Macdonald Fernandez is per se
disqualified.
Moreover, on four occasions post-petition, Macdonald Fernandez
affirmatively paid itself from the trust account or received funds
from Prach without court approval: (1) July 9, 2021: $7,867 (monies
withdrawn from trust account); (2) Aug. 10, 2021: $29,672 (monies
withdrawn from trust account); (3) Sept. 16, 2021: $7,423
(application of monies received from Frank Prach without deposit
into the trust account); and (4) Jan. 14, 2022: $12,196
(application of monies received from Frank Prach without deposit
into the trust account).
The Court finds that the firm violated Rule of Professional Conduct
1.15, insofar as Macdonald Fernandez removed the $37,538 from its
own trust account. The Court holds that a professional must obtain
court approval prior to accepting payment. Given the applicant's
long years before the bar and sophistication, the Court infers that
knowledge of the impropriety of his actions and, in turn, willful
disregard of fiduciary obligations weighs in favor of the most
severe remedy.
A full-text copy of the Memorandum dated Oct. 26, 2022, is
available at https://tinyurl.com/y67w6ewn from Leagle.com.
About Par 5 Property Investments
Auburn, Calif.-based Par 5 Property Investments, LLC, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. E.D. Cal. Case No. 21-22404) on June 29, 2021, listing
$3,847,515 in assets and $5,096,824 in liabilities. Walter R. Dahl
serves as Subchapter V trustee.
Judge Fredrick E. Clement oversees the case.
Iain A. Macdonald, and Daniel E. Vaknin, at MacDonald Fernandez,
LLP, served as the Debtor's bankruptcy attorneys.
PARK VIEW: Appointment of Receivership Affirmed on Appeal
---------------------------------------------------------
In the appealed case UMB BANK, NA, Plaintiff/Appellee, v. PARKVIEW
SCHOOL, INC., et al., Defendants/Appellants, Case No. 1 CA-CV
21-0354, (Ariz. Ct. App.), the Arizona Court of Appeals affirms the
superior court's order appointing a receiver for a school-charter
holder (Park View School, Inc.) that defaulted on its obligation to
repay a secured loan funded by bond proceeds.
In 2016, the Industrial Development Authority of the County of Pima
made a secured loan to Park View of $7,620,000 in bond proceeds.
UMB Bank, N.A. is the successor trustee for the loan.
In 2017, and again in 2018, UMB and Park View entered year-long
forbearance agreements based on Park View's ongoing inability to
make required debt service payments. In early 2019, UMB engaged a
consultant to assess Park View's finances, operations, and
management. The consultant opined that Park View was financially
mismanaged and had engaged in related-party dealings without
transparency.
In April 2021, UMB commenced an action for a receiver naming Park
View and The Charter Management Group as defendants. In denying the
Defendants' motion to dismiss, the superior court denied held that
no notice of claim was required because "the only relief presently
before the Court is appointment of a receiver," and that the action
was not time-barred even assuming application of the one-year
limitations period because UMB alleged ongoing failures to make
installment payments. The court held that a receiver was warranted
to "preserve collateral pending further action to collect on the
debt" and to "attempt to place Park View in a financial position
that would allow it to keep operating and satisfy its obligation to
bondholders." The court, however, limited the receiver's authority.
The June 2021 appointment order directed the receiver to pay
"current debt payments owing to the Trustee secured by the Bond
Documents on the Collateral (but not payments for amounts past
due)."
On appeal, the Defendants first contend that the superior court
erred by not applying the notice of claim statute to preclude the
receivership action. UMB responds that the forbearance agreements
functionally satisfied the notice of claim statute, and that the
defendants are waived or estopped from asserting the statute as a
defense both under the express terms of the forbearance agreements
and by its pre-litigation conduct.
But the Court detects no error in the superior court's
determination that the absence of a notice of claim was not fatal.
The Court explains that the statute applies only when monetary
damages are sought — it does not apply to claims for declaratory
or injunctive relief. Here, the Court finds that UMB's complaint
plainly requested a receivership — an equitable remedy which the
court may order "to protect and preserve property or the rights or
parties therein, even if the action includes no other claim for
relief."
The Defendants argue, however, that the notice of claim statute
applied because UMB's request for a receiver was part of a
liquidation plan. They point out that in the factual allegations of
the complaint, UMB alleged that "the total aggregate due and owing
. . . is $9,109,152.77," fifteen paragraphs later asked that the
receiver be authorized and instructed to apply funds to "the
payment of all amounts owed to the Trustee," and still later asked
that the Defendants be ordered to turn over to the receiver "all
monies held or received by the Borrower from and after the date of
the Court Order . . . and grant a constructive trust over all such
monies in favor of the Trustee." They contend that in view of those
allegations, UMB's claim was subject to the notice of claim
statute.
The Court does not agree that the debt-related allegations so
tainted the receivership request as to transform it into a mere
predicate to a damages claim. The Court holds that UMB requested a
receivership for the prospective protection of the bondholders. To
the extent that UMB requested that past-due debt be collected
within the receivership, the Court maintains that the severance of
those requests does not redefine the nature of the action—which
the superior court properly recognized when it ordered a
receivership but limited the receiver to making current debt
payments only.
The defendants next contend that the superior court erred by not
applying the limitations period of Section 12-821 to preclude the
receivership action.
The Court sees no error in the superior court's conclusion that the
receivership action was not time-barred. The Court finds that UMB
premised the receivership action on Park View's failure to satisfy
its obligation to make regular debt payments in full since 2017,
and at all since 2019. Though the older defaults could not form a
proper basis for the action, the Court concludes that the action
was timely under Section 12-821 based on the defaults that occurred
within one year of the complaint. And though the defendants contend
that UMB accelerated the debt because it alleged in the complaint
"the total aggregate due and owing," the Court determines that the
purported acceleration has no bearing on the timeliness of the
receivership action.
The defendants finally contend that the superior court erred by
relying on the Minnesota proceedings to reject their argument that
a third forbearance agreement barred the receivership. The Court
finds that the superior court properly deferred to the Minnesota
court's ruling directing the trustee not to enter the forbearance
agreement.
A full-text copy of the MEMORANDUM DECISION dated Oct. 25, 2022, is
available at https://tinyurl.com/uf56zfr7 from Leagle.com.
About Park View School
Park View School Inc. -- https://www.parkviewschool.org/ -- is a
middle school in Prescott Valley, Arizona.
Park View School Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 22-04720) on July
19, 2022. In the petition signed by Douglas Pike, president, the
Debtor disclosed between $1 million and $10 million in both assets
and liabilities.
Judge Daniel P. Collins oversees the case.
Christopher Dutkiewicz, Esq., at DM Bankruptcy Law Group, LLC,
serves as the Debtor's counsel.
PLATINUM GROUP: DMRE Junks Appeals vs Waterberg Mining Right Grant
------------------------------------------------------------------
Platinum Group Metals Ltd. reports that on Oct. 13, 2022, Minister
Gwede Mantashe of the South African Department of Mineral Resources
and Energy ruled to dismiss a series of appeals filed in 2021
against the grant of the Waterberg Mining Right. The Waterberg
Mining Right was granted on Jan. 28, 2021. The Company
subsequently received several objections and notices of appeal,
filed by individual appellants from local communities, against the
decision of the DMRE granting the Waterberg Mining Right. In his
ruling, the Minister provided the regulatory reasons why each
appeal was denied and also confirmed the DMRE's assessment that
Waterberg JV Resources (Pty) Ltd. has complied with Black Economic
Empowerment requirements and Social and Labour Plan community
consultation processes.
Platinum Group President and CEO, Frank Hallam, stated "We are
pleased with the decision of the DMRE and that due process and
regulatory oversight have been fairly applied. Through our work
and consultation with local communities and their leadership we
have received a great deal of support and encouragement to proceed
with mine development. The Waterberg Project represents an
opportunity for positive economic, social, and community impacts
and the removal of unjustified hurdles is a necessary precursor to
future development."
About Platinum Group Metals
Headquartered in British Columbia, Canada, Platinum Group Metals
Ltd. -- http://www.platinumgroupmetals.net-- is a platinum and
palladium focused exploration, development and operating company
conducting work primarily on mineral properties it has staked or
acquired by way of option agreements or applications in the
Republic of South Africa and in Canada.
Platinum Group reported a loss of $13.06 million for the year ended
Aug. 31, 2021, a loss of $7.13 million for the year ended Aug. 31,
2020, a loss of $16.78 million for the year ended Aug. 31, 2019,
and a loss of $41.02 million for the year ended Aug. 31, 2018. As
of May 31, 2022, the Company had $58.25 million in total assets,
$1.90 million in total liabilities, and $56.34 million in total
shareholders' equity.
RAYMOND MARK LEICH: Tampa Property Sale Proceeds Distribution OK'd
------------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida entered an agreed supplemental order (i)
granting Raymond Mark Leich's sale of the real property located at
the address of 2413 Bayshore Boulevard, Unit 2001, in Tampa,
Florida 33629-7336, for $660,000; and (ii) approving the proposed
distribution of sale proceeds.
On Sept. 13, 2022, the Court entered an order authorizing the
Debtor to sell the Homestead Property for $660,000. Among other
things, the Sale Order directed Bush Ross to hold a portion of the
net sales proceeds in trust pending further order of the Court.
The Sale Order provided any creditor or party in interest with an
opportunity to object to the proposed distributions of the Escrowed
Funds within 14 days from the entry of the Sale Order. If no
objections to the Sale Order were filed, a supplemental order
authorizing Bush Ross to distribute the Escrowed Funds would be
entered by the Court.
Leich has agreed to use a portion of the Operating Reserve to pay
the outstanding quarterly fees of $250 and to fund an escrow in the
amount of $4,750 for payment of future quarterly fees to resolve
the UST Objection. By submission of this Order for entry, the
counsel for Leich represents that the opposing party has approved
the form and content of the Order. Therefore, the Court deems the
proposed distributions of the Escrowed Funds to be unopposed, as
the UST Objection is resolved based on the agreement of the
parties. The Court, having considered the Motion, together with
the record, finds it appropriate to enter a supplemental order
further granting the relief sought by the Motion.
Upon the entry of the Order, Bush Ross is authorized to distribute
the sale proceeds held in trust in accordance with the Sales
Proceed Waterfall, as set forth below:
Recipient Amount
Bush Ross $40,000
Two Barbers $6,000
Unsecured Creditor Distribution Fund $30,000
Vehicle Purchase (Leich) $20,000
Operating Reserve (Leich) $20,000
Payment of Outstanding Quarterly Fees $250
Quarterly Fees Reserve $4,750
(held in trust by Bush Ross)
Equity Rollover to New Homestead (Leich) $77,255.68
Bush Ross will hold the Quarterly Fees Reserve in trust, and Bush
Ross is authorized to disburse the funds to the United States
Trustee as quarterly fees become due and payable. After payment of
all quarterly fees, if any funds remain in the Quarterly Fees
Reserve, upon the earliest of the dismissal, conversion, or entry
of a discharge and final decree in the chapter 11 case, Bush Ross
may apply the balance to any outstanding fees owed to Bush Ross
and, if no amounts are owed to Bush Ross, Bush Ross may refund the
remaining balance to Leich. Bush Ross may assist Leich in making
the distributions to Class 11 General Unsecured Claims in
accordance with the terms of the confirmed Plan.
The Order is effective immediately upon entry, notwithstanding
Bankruptcy Rule 6004(h).
Raymond Mark Leich sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 19-09060) on Sept. 24, 2019. The Debtor tapped Kathleen
L. DiSanto, Esq., at Bush Ross, P.A. as counsel.
RONALD A. GOODWIN: $350K Sale of Personal Asset to CONSPEC Denied
-----------------------------------------------------------------
Judge Dale L. Somers of the U.S. Bankruptcy Court for the District
of Kansas denied the proposed sale by Ronald A. Goodwin and
Michelle L. Goodwin of the following personal property located in
Sedgwick County, Kansas, to CONSPEC, Inc., for $350,000, plus any
and all costs of sale:
a. 2012 KPI-JCI Astec Companies Crusher, S/N: 412078, Model:
FT2650;
b. 2 Powerscreen Radial Stackers;
c. Chieftan 1400 power screen;
d. John Deere 892 ELC Excavator, S/N: FF892EX007207;
e. Caterpillar 325B Excavator, S/N: 2JR01722;
f. SUI Manufacturing Muncher Head, S/N: 46200807, Model:
UMB310/12; and
g. 1974 Kenworth, S/N: 148478S.
The Debtors proposed to sell the Property free and clear of all
liens and encumbrances of record.
Two problems arose: 1) one of the pieces of equipment -- the rock
crusher -- is itself the result of a disputed purchase transaction,
and 2) objections to the private sale were filed by the U.S.
Trustee, an unsecured creditor, and Gator Industrial, LLC -- who
purports to have sold the rock crusher not to Debtors, but to one
of the Debtor's separate business entity.
The Court denies the motion to sell the personal property in the
proposed private sale. It concludes the property should be
auctioned to achieve the highest value for the estate. It also
concludes the postpetition, postconfirmation transaction regarding
the rock crusher was a sale, to both Debtor Ronald Goodwin and his
separate non-debtor LLC, and that the terms of a purported
lease/purchase agreement do not apply to the rock crusher. It
concludes it has jurisdiction over the rock crusher, and the rock
crusher should be included in the Debtors' auction of the items of
personal property.
The Debtors should file the appropriate pleading to employ an
auctioneer to sell the personal property within ten days of the
date of the Order. The Court will require that funds acquired from
any sale of the property be held in trust in the Debtors's
counsel's trust account, pending a distribution order of the Court
thereon. The auction will include the rock crusher, as the Court
concludes it is estate property and it has jurisdiction over that
property.
Gator is owed $41,000 by Mr. Goodwin and Aaron's Auto & Metal
Recycling, LLC for Mr. Goodwin's purchase of the rock crusher, plus
interest. Gator contends if it does not have a secured claim, it
should be entitled to an administrative expense under
Section503(b). If it wishes to pursue this argument, it should
file a claim in the Debtors' bankruptcy case so stating, and the
pleading could then be properly placed before the Court for ruling.
Regarding a separately filed motion to dismiss by the U.S. Trustee,
the Court continues the motion to dismiss to Nov. 9, 2022, by which
time the auction of the personal property should be concluded and a
motion for final decree contemplated.
Ronald A. Goodwin and Michelle L. Goodwin sought Chapter 11
protection (Bankr. D. Kan. Case No. 16-12205) on Nov. 8, 2017.
The Debtors tapped Mark J. Lazzo, Esq., as counsel.
SEAHORSE RESTAURANT: Matteo Buying Dockside Grill & Bar for $325K
-----------------------------------------------------------------
Seahorse Restaurant, LLC, seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to sell its business known
as Dockside Grill & Bar located at 4945 Gulf Blvd., in St. Pete
Beach, Pinellas County, Florida, including all furniture, fixtures,
equipment, accounts receivable (where applicable), goodwill, and
general tangibles, to Matteo Trattoria & Chophouse, LLC, for
$325,000, subject to higher and better offers.
Creditor 4945 Gulf Boulevard, Inc. asserts a secured interest in
all assets of the Debtor.
The Debtor leases the premises from EE Boulevard Properties, LLC.
The Debtor received an offer from the Purchaser to purchase the
Assets for $325,000. The terms of the offer are set forth in their
Asset Purchase Contract, dated Sept. 6, 2022. Consummation of the
proposed sale will incur certain expenses, including title
insurance, and other normal costs of closing, payment of which
should be made from the sale proceeds.
The Debtor will assume the lease with the Landlord, and at closing,
assign the Lease to the Purchaser.
After the payment of the Closing Costs, the Debtor requests that
the Court directs its counsel to escrow the Net Sale Proceeds until
further order of the Court. All interests and liens will attach to
the Net Sale Proceeds.
If the Creditor were to proceed with a foreclosure, the Creditor
would not likely be paid in full. Further, the Creditor's claim
indicates that the Creditor is severely undersecured -- Claim 1-1
(asserting a claim of $244,373.34, with the secured portion of the
claim equally $60,000).
The Debtor requests authority to sell the Assets under the Contract
free and clear of all liens, claims, encumbrances, and interests.
Further, it requests that the sale order becomes effective
immediately upon entry notwithstanding Bankruptcy Rule 6004(g), and
6006(d) and 7062 regarding the 14-day stay.
A copy of the Contract is available at https://tinyurl.com/2p8797u6
from PacerMonitor.com free of charge.
About Seahorse Restaurant
Seahorse Restaurants, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-03707) on Sept. 12, 2022, with up to $1 million in both assets
and liabilities. Ruediger Mueller has been appointed as Subchapter
V trustee.
Judge Roberta A. Colton oversees the case.
Mark F. Robens, Esq., at Stichter, Riedel, Blain & Postler, PA,
serves as the Debtor's legal counsel.
SERTA SIMMONS: 2023 Bank Debt Trades at 87% Discount
----------------------------------------------------
Participations in a syndicated loan under which Serta Simmons
Bedding LLC is a borrower were trading in the secondary market
around 12.7 cents-on-the-dollar during the week ended Fri., October
28, 2022, according to Bloomberg's Evaluated Pricing service data.
The $1.95 billion facility is a term loan. The loan is scheduled
to mature on November 8, 2023. As of October 28, 2022, $843
million of the amount was outstanding.
Headquartered in Atlanta, Georgia, Serta Simmons Bedding, LLC --
https://sertasimmons.com -- is one of the leading mattress
manufacturers in North America with its iconic Serta, Beautyrest,
Simmons and Tuft & Needle brands.
SOUND HOUSING: Trustee Taps Better Homes and Gardens as Broker
--------------------------------------------------------------
Stuart Heath, the Chapter 11 trustee for Sound Housing LLC,
received approval from the U.S. Bankruptcy Court for the Western
District of Washington to hire Better Homes and Gardens RE PC as
his real estate broker.
The broker will assist with the sale of the Debtor's real property
located at 521 and 525 Military Road E., Tacoma, Wash.
As disclosed in court filings, Better Homes and Gardens is
disinterested within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Joe Maxwell
Kyle Milton
Better Homes and Gardens RE PC
Puyallup, WA 98373
Phone: 253-435-5500
Email: joemaxwell@bhcgpc.com
About Sound Housing
Kirkland, Wash.-based Sound Housing, LLC filed a petition for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 21-10341) on Feb.
19, 2021, with as much as $10 million in both assets and
liabilities. Judge Marc Barreca presides over the case.
Jacob D DeGraaff, Esq., at Henry & DeGraaff, P.S., is the Debtor's
legal counsel.
On Sept. 24, 2021, Stuart Heath was appointed Chapter 11 trustee in
the Debtor's case. Manish Borde, Esq., at Borde Law, PLLC and
Richard Ginnis, CPA serve as the trustee's legal counsel and
accountant, respectively.
STATERA BIOPHARMA: Files 10-Q, Reaches Deal With Silverback, AVOF
-----------------------------------------------------------------
Statera Biopharma, Inc. has filed its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2022 with the Securities and
Exchange Commission. With the Q1 Form 10-Q now on file, the
Company is focused on the completion and filing of its Form 10-Q
for the quarter ended June 30, 2022.
Additionally, the Company entered into an agreement with Silverback
Capital Corporation and Avenue Venture Opportunities Fund, L.P.,
pursuant to which Silverback Capital agreed to acquire a $400,000
portion ("Apportioned Note") of the original promissory note in the
aggregate principal amount of $15 million issued by the Company to
AVOF under that certain loan and security agreement, dated April
26, 2021, by and between the Company (f/k/a Cytocom Inc.) and AVOF.
Under the terms of the Agreement, the Apportioned Note will be
evidenced by an amended and restated convertible note due May 1,
2024. The A&R Note accured interest at a variable rate per annum
equal to the sum of (i) the greater of (A) the Prime Rate and (B)
3.25% plus (ii) 7.74% and is convertible in whole or in part from
time to time at the sole discretion of the holder into shares of
the Company's common stock at a conversion price equal to 75% of
the lowest trading price of the common stock during the five
trading day period preceding the conversion date inclusive of the
conversion date.
Michael Handley, chief executive officer of Statera, said, "we are
proud that we continue to make progress towards being compliant
with all NASDAQ rules." Furthermore, Michael Handley stated, "we
are also excited that Silverback Capital has agreed to acquire a
portion of the Original Note and hope they continue to acquire more
of the Oringal Note from AVOF and covert it to equity thereby
improving our balance sheet and putting the Company in a better
financial position."
About Statera
Statera Biopharma, Inc. (formerly known as Cytocom, Inc. and
Cleveland Biolabs) is a pre-clinical and clinical biopharmaceutical
company developing multiple product candidates to address unmet
medical needs for use in diseases involving immune system
dysfunction.
Statera reported a net loss of $101.87 million for the year ended
Dec. 31, 2021, compared to a net loss of $12.09 million for the
year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$21.17 million in total assets, $22.67 million in total
liabilities, and a total stockholders' deficit of $1.51 million.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated Oct. 4, 2022, citing that Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
An involuntary Chapter 11 bankruptcy case was filed against Statera
on Aug. 16, 2022, by three alleged creditors of the Company
alleging they are owed a total of $2.1 million on account of notes,
unpaid wages, and severance.
TAKATA CORP: Engleman's Attack on Plan Barred by Res Judicata
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware overrules
the objections filed by Monique Engleman and the Multiple Claimants
to the Seatbelt Claims Liquidation Motion and denies their
Clarification Motion.
On Feb. 21, 2018, the Court confirmed the Fifth Amended Joint
Chapter 11 Plan of Reorganization of TK Holdings Inc. and Its
Affiliated Debtors. The Plan became effective on April 10, 2018.
The Plan divides personal injury and wrongful death claims related
to Takata Products sold or supplied prior to the Petition Date into
two classes: (i) Class 5 PSAN PI/WD Claims for claims relating to
an injury or death allegedly caused by a PSAN Inflator; and (ii)
Class 7 Other PI/WD Claims for claims other than PSAN PI/WD Claims,
arising out of or relating to an injury or death allegedly caused
by a Takata Product, which includes seatbelts developed,
manufactured, marketed or sold by the Debtors.
Upon the Effective Date, the Takata Airbag Tort Compensation Trust
Fund ("TATCTF") was established by the PSAN PI/WD Trust Agreement
dated March 26, 2018 ("Trust Agreement") to, among other things,
"administer, process, settle, resolve, liquidate and pay Other
PI/WD Claims . . . and only to the extent of the funds available in
the segregated accounts established for such purpose . . . ." Eric
D. Green was appointed as Trustee of the TATCTF.
On Aug. 23, 2021, the Trustee moved for Court approval of a claims
evaluation process for any personal injury or wrongful death claims
allegedly caused by a Takata Product (specifically a Takata
seatbelt) ("Seatbelt Claims"), which was approved on Sept. 23,
2021.
On July 15, 2022, the Trustee filed the Seatbelt Claims Liquidation
Motion seeking approval of a proposed allowed seat belt claim
amounts. The total allowed amount of the Allowed Seatbelt Claims in
the aggregate was determined to be $34,298,500. The Contributions
Distribution Formula requires that a portion of eligible
contributions be designated to Allowed Class 7 Claims, up to an
allowed aggregate claim limit of $10 million.
Several Seatbelt Claimants filed objections to the Seatbelt Claims
Liquidation Motion, including an objection by Monique Engleman
("Objectors"). The Objectors argue that the Court should review the
Trustee's "discretionary" interpretation of the Plan and make a
final decision about the Plan's treatment of their claims.
The Trustee explains that Section 6.3 of the Plan contains the
Contributions Distribution Formula, which is a formula for
allocating the Settlement Contributions into three "buckets" or
"pools" of funds: (i) the PSAN PI/WD Funds for compensable Class 5
Claims; (ii) the Other PI/WD funds for Allowed Class 7 Claims; and
(iii) the Disputed Contributions Reserve account, for claims that
have not yet been allowed. As part of the formula, Section 6.3
states, in relevant part: "that the aggregate amount of Other PI/WD
Claims shall not exceed $10 million for purposes of the
Contributions Distribution Formula."
The Court points out that the language in Section 6.3 of the Plan
does not establish a $10 million fund for payment of Allowed Class
7 Claims but, instead, provides only that "for purposes of the
Contributions Distribution Formula" the aggregate amount of Other
PI/WD Claims shall not exceed $10 million. Similarly, the Seatbelt
Procedures Motion did not establish (or imply that it established)
a $10 million cash fund for Seatbelt Claimants. Moreover, the
Seatbelt Procedures Motion also did not establish (or imply) a
specific recovery for Seatbelt Claimants—it indicated that the
claimants were not expected to receive payments in excess of
approximately 10% of their allowed claims.
The Court concludes that the Trustee is (a) following the specific
language in the Plan regarding the Contributions Distribution
Formula; (b) not using his discretion to change or decrease the
amount available under the Plan for Seatbelt Claims; and (c) bound
by the terms of the confirmed Plan. The Court is satisfied with the
Trustee's explanation of $10 million aggregate claim amount as a
factor in the Contributions Distribution Formula.
The Objectors also assert that limiting the recovery of the
Seatbelt Claims to a pool of approximately $1 million dollars is
unjust compared to the treatment of the other injured claimants.
The Objectors emphasize that many of the Seatbelt Claimants also
suffered severe and catastrophic injuries.
The Court agrees with the Trustee's contention that the Objectors'
argument is effectively a collateral attack on the Order confirming
the Plan. While the Court is certainly sympathetic to the injuries
and losses suffered on account of defective products manufactured
by Takata, the Court maintains that these considerations cannot
authorize or require deviation from the terms of the confirmed
Plan.
The Court holds that the Seatbelt Claimants' request to alter or
amend the Plan's treatment of Class 7 Claims is barred by res
judicata. The Court explains that when it entered the confirmation
order of the 2018 Plan, it renders a final judgment. A confirmation
order is res judicata as to all issues decided or which could have
been decided at the hearing on confirmation—including objections
to the Plan's separate classification and treatment of injured
claimants.
A full-text copy of the MEMORANDUM ORDER dated Oct. 26, 2022, is
available at https://tinyurl.com/mru8fpbv from Leagle.com.
About TAKATA Corp.
Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures, and sells
safety products for automobiles. The Company offers seatbelts,
airbags, steering wheels, child seats, and trim parts.
Headquartered in Tokyo, Japan, Takata operates 56 plants in 20
countries with approximately 46,000 global employees worldwide. The
Company has subsidiaries located in Japan, the United States,
Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea,
China, and other countries. Takata Corp. filed for bankruptcy
protection in Tokyo and the U.S., amid recall costs and lawsuits
over its defective airbags. Takata and its Japanese subsidiaries
commenced proceedings under the Civil Rehabilitation Act in Japan
in the Tokyo District Court on June 25, 2017.
Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S.
and Mexican affiliates each filed voluntary petitions under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11375) on June 25, 2017. Together with the bankruptcy filings,
Takata announced it has reached a deal to sell all its global
assets and operations to Key Safety Systems (KSS) for US$1.588
billion.
Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese
proceedings. Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata. Ernst & Young LLP is
tax advisor. Prime Clerk is the claims and noticing agent. The
Debtors Meunier Carlin & Curfman LLC, as special intellectual
property counsel.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor. UBS Investment Bank also
provides financial advice to KSS.
On June 28, 2017, TK Holdings, as the foreign representative of the
Chapter 11 Debtors, obtained an order of the Ontario Superior Court
of Justice (Commercial List) granting, among other things, a stay
of proceedings against the Chapter 11 Debtors pursuant to Part IV
of the Companies' Creditors Arrangement Act. The Canadian Court
appointed FTI Consulting Canada Inc. as information officer. TK
Holdings, as the foreign representative, is represented by McCarthy
Tetrault LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Trade Creditors and a separate Official Committee of Tort
Claimants.
The Official Committee of Unsecured Creditors has selected
Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F.
Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington,
Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson
Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York;
and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Washington, D.C., as its bankruptcy counsel. The Committee
has also tapped Chuo Sogo Law Office PC as Japan counsel. The
Official Committee of Tort Claimants selected Pachulski Stang Ziehl
& Jones LLP as counsel. Gilbert LLP will evaluate the insurance
policies. Sakura Kyodo Law Offices is serving as special counsel.
Roger Frankel, the legal representative for future personal injury
claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and
Ashby & Geddes PA to serve as co-counsel.
Takata Corporation ("TKJP") and affiliates Takata Kyushu
Corporation and Takata Services Corporation commenced Chapter 15
cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9,
2017, to seek U.S. recognition of the civil rehabilitation
proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the
Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as
Takata's counsel in the Chapter 15 cases. In February 2018, the
U.S. Bankruptcy Court confirmed the Fifth Amended Chapter 11 Plan
of Reorganization filed by TK Holdings, Inc. ("TKH"), Takata's main
U.S. subsidiary, and certain of TKH's subsidiaries and affiliates.
THOMAS M. DLUGOLECKI: Selling San Diego Residence for $4.5 Million
------------------------------------------------------------------
Thomas Michael Dlugolecki asks the U.S. Bankruptcy Court for the
Southern District of California to approve his sale of his
residence located at 7671 Iluminado, in San Diego, California
92127, for over $4.5 million.
The Property is the residence of the Debtor and his wife. The
Debtor declares that he is informed and he believes that the
potential buyers are a husband and wife purchasing for their own
residence. The accepted offer is an "all cash" Agreement. He is
reluctant to disclose the agreed purchase price as it might
prejudice his wife and him in the event this current deal falls
through and they need to return the property to the market.
The Debtor can tell the Court, however, that the buyers made an
initial deposit of $120,000, that the subject Agreement was reached
on Sept. 24, 2022, that there is a 45-day escrow period ending on
Nov. 8, 2022, that there is a 10-day inspection period prior to
removal of the condition contingency, and that the total purchase
price is substantially over $4.5 million.
From such gross sales price, the Debtor and his wife need to pay
commissions of no more than $300,000 and other costs of sale of no
more than $100,000, leaving $4.1 million. The only loan secured by
our home is to US. Bank Trust N.A.. On Sept. 7, 2022 such
creditor's servicing company filed a Proof of Claim in the case
showing $3,407,668 pre-petition debt due. Such creditor has
refused to accept post-petition payments, which will be $60,000 at
most, for a total of $3,467,668 at most. The Debtor believes such
amount is high and will be working to get it down -- but assuming
it is correct, paying such amount will leave more than $632,000 net
proceeds.
He also needs to pay any administrative fees due, including the US.
Trustee's quarterly fees, which will be substantial but easily
payable from such $632,000, as would be my only non-priority
unsecured prepetition debt, being $122 owed to Navy Federal Credit
Union.
As part of the Motion, the Debtor asks that, after the subject sale
escrow is closed, after all the referenced creditors and
administrative claims are paid, after all Monthly Operating Reports
and a Final Report have been filed, that the Court dismisses the
case. He understands that such is not going to happen at the
scheduled Oct. 31, 2022 hearing, as escrow will not have even
closed by that time, but at a further hearing based on his Motion.
After that dismissal, the only creditors which the Debtor will
still have will be the California Franchise Tax Board, which was
scheduled for a disputed $30,000, and the IRS, which was scheduled
for a disputed $120,000. The Debtor and his wife would prefer to
resolve those two disputed debts after the bankruptcy case is
dismissed, and pay them after such resolution.
A copy of the Agreement is available at
https://tinyurl.com/ycy8b2xf from PacerMonitor.com free of charge.
Thomas Michael Dlugolecki sought Chapter 11 protection (Bankr. S.D.
Cal. Case No. 22-01720) on June 30, 2022. The Debtor tapped Bruce
Babcock, Esq. as counsel.
THOMAS R. MCCONNELL: $225K Sale of Muncie Asset to Clever Girl OK'd
-------------------------------------------------------------------
Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized the private sale by Thomas
R. McConnell and Susan K. McConnell of the parcel of real property
located at 2307, 2307 1/2, and 2309 W. Charles Street, in Muncie,
Indiana 47303, to Clever Girl Real Estate Solutions, LLC, for the
aggregate price of $225,000.
The Debtors are authorized to sell the Property under the terms and
conditions set forth in said Motion to Sell and all attachments
thereto, including the two attached Purchase Agreements.
All net proceeds from the sale to which the Debtors either are
and/or otherwise would be entitled, will be paid directly to the
Debtors at closing.
Thereafter, consistent with the Debtors' Amended Chapter 11 Plan of
Reorganization, dated 08/24/2020 and the Order Confirming First
Amended Plan of Reorganization As Modified, dated 10/21/2020, the
Debtors will promptly pay over said net proceeds to those creditors
identified under paragraph 12 of the Motion to Sell, in the amounts
set forth thereunder.
The Debtors will file a Report to the Court advising of the
particulars of the sale contemplated.
Thomas R. McConnell and Susan K. McConnell sought Chapter 11
protection (Bankr. S.D. Ind. Case No. 19-07217) on Sept. 26, 2019.
The Debtors tapped John Woodrow Nelson, Esq., at Law Offices of
John Nelson as counsel. on Oct. 21, 2020, the Court confirmed the
Debtor's Amended Plan of Reorganization.
TRINITY STONE: Seeks to Hire Haller Colvin as Bankruptcy Counsel
----------------------------------------------------------------
Trinity Stone, Ltd. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Indiana to hire Haller Colvin PC as
its legal counsel for the Chapter 11 proceedings.
The firm received $11,395 for pre-petition services for general
financial and bankruptcy counseling.
Haller Colvin represents no interest adverse to the Debtor, or its
estate in the matters upon which it has been engaged, as disclosed
in the court filings.
The firm can be reached through:
ScotT. Skekloff, Esq.
Haller Colvin, P.C.
444 East Main Street
Fort Wayne, IN 46802
Tel: (260) 426-0444
Toll free: (888) 656-6702
Fax: (260) 422-0274)
Email: sskekloff@hallercolvin.com
About Trinity Stone
Trinity Stone, Ltd., is a general contractor in Fort Wayne, Indiana
that provides industry-leading products for multi-unit, student
housing, senior living and town home projects across the United
States.
Trinity Stone, Ltd., filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No.
22-11094) on October 13, 2022. In the petition filed by Pamela
Turner, as secretary and authorized representative, the Debtor
reported assets between $500,000 and $1 million and liabilities
between $1 million and $10 million.
Douglas R. Adelsperger has been appointed as Subchapter V trustee.
The Debtor is represented by Scot T. Skekloff of Haller & Colvin,
PC.
TRUTH DATA: Seeks Approval to Hire Kelly Owen as Special Counsel
----------------------------------------------------------------
Truth Data Insights, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Kelly Owen, Ltd.
as its special counsel.
The Debtor seeks to engage Kelly Owen to act as solicitors under
English law to advise and to represent the Debtor as special
counsel in the pending lawsuits, any amendments and supplements
thereto and in whatever forum such litigation is pending (the
"First England Litigation"), Claim No. CL-2021-001443; Peter
Raymond Henrikson and Truth Data Insights, LLC v. Charles Riley
Constant, David Paul Carlson, Christopher R. Hyland, Kendall Dean
Potter, Truth Data Insights (Holdings) Ltd., Rachel Webster (as
trustee of the Snake River Trust), Register of Companies.
The Debtor seeks permission to immediately pay Kelly Owen
immediately upon court approval the sum of GBP31,000, as a fee
award and not as a retainer, such sum plus value added tax of 20
percent at then current exchange rates for legal representation in
the First England Litigation set Nov. 11, 2022 consisting of the
following:
a. As to Kelly Owen's solicitors services, the sum of
GBP5,000, plus 20 percent VAT, for the following services:
(i) Preparation of court trial bundles -- 5 hours;
(ii) Attendance at hearing -- 8 hours;
(iii) Preparation of costs schedules -- 2 hours;
(iv) Communications with Court Clerks, Counsel, Claimant,
Defendant's counsel -- 3 hours; and
(v) Consideration and revisions to proposed form of
judgment and order -- 3 hours.
b. As to Roger Laville's services billed through Kelly Owen,
the following services:
(i) Assisting with correspondence in the lead up to the
hearing (bundle, listing, security for costs, etc.) and liaising
with instructing solicitors 10 hours, GBP2,500;
(ii) Refreshing recollection of original evidence and
reviewing new evidence, annotating and preparing chronology, 10
hours, GBP2,500
(iii) Considering and advising on new legal issues arising
from further evidence, 10 hours, GBP2,500;
(iv) Preparing written submissions for the hearing on 10
and 11 November, liaising with instructing solicitors, draft order,
20 hours, GBP5,000;
(v) Preparing oral submissions for the hearing on 10 and
11 November, 10 hours, GBP2,500;
(vi) Attending hearing on 10 and 11 November, including
morning/evening work pre/post hearing, 18 hours, GBP4,500; and
(vii) Further work consequent on hearing, work after court,
liaising with instructing solicitors and preparing responsive
submissions, final order, 6 hours, GBP1,500. Total estimate as per
hourly rate - GBP21,000.
Kelly Owen is a "disinterested person" as that term is used in 11
U.S.C. 327 and in any event is not an "insider" as that term is
defined in 11 U.S.C. 101(31).
The firm can be reached through:
Thomas Kelly, Esq.
Anthony Owen, Esq.
Kelly Owen, Ltd.
Tallis House
2 Tallis Street
London, EC47 OAB
Phone: 44 (0)20 7975 1414
About Truth Data Insights
Truth Data Insights, LLC operates an aviation flight data business
and is located at 4200 S. Hulen St., Suite 603, Ft. Worth, Texas.
Truth Data Insights sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 22-41610) on July 20,
2022, listing up to $1 million in assets and up to $10 million in
liabilities. Peter Henrikson, president of Truth Data Insights,
signed the petition.
Judge Mark X. Mullin oversees the case.
The Debtor tapped Weldon L. Moore, III, Esq., at Sussman & Moore,
LLP as bankruptcy counsel; Kelly Owen, Ltd. as special counsel; and
Hatter & Associates, LLP as accountant.
TUNICA HOSPITALITY: Seeks to Hire Cochran Firm-Jackson as Counsel
-----------------------------------------------------------------
Tunica Hospitality & Entertainment LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to hire
The Cochran Firm-Jackson, LLC as its bankruptcy counsel.
The firm will render these services:
a. advise the Debtor with respect to its powers and duties as
debtor-in-possession in the continued management and operation of
its business and property;
b. attend meetings and negotiate with representatives of
creditors and other parties in interest and advising and consulting
on the conduct of this Chapter 11 case, including all the legal and
administrative requirements of operating in Chapter 11;
c. assist the Debtor with the preparation of its schedules of
assets and liabilities and statement of financial afairs;
d. advise the Debtor in connection with any contemplated sales
of assets or business combinations, formulate and implement
appropriate procedures with respect to the closing of any such
transactions, and counsel the Debtor in connection with such
transactions;
e. advise the Debtor in connection with any post-petition
financing arrangements and negotiating and drafting related
documents, providing advice and counsel with respect to prepetition
financing agreements and their possible restructuring;
f. advise the Debtor on matters relating to the assumption,
rejection, or assignment of unexpired leases and executory
contracts;
g. advise the Debtor with respect to legal issues arising in
or relating to the Debtor's ordinary course of business;
h. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against it,
negotiations concerning all litigation in which the Debtor is
involved, and objecting to claims filed against the Debtor's
estate;
i. prepare, on the Debtor's behalf, all motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estate;
j. negotiate and prepare on the Debtor's behalf, if necessary
and advisable under the circumstances, a Chapter 11 plan, related
disclosure statement, and all related agreements and documents and
taking any necessary action on the Debtor's to obtain confirmation
of that plan;
k. attend meetings with creditors and other third parties and
participate in negotiations with respect to the above matters;
l. appear and advance the Debtor's interests before this
Court, any State court, any appellate court, and the US Trustee;
and
m. perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with this
Chapter 11 case.
The firm's legal fee, $200 per hour in this case, is based on a
discount of the customary hourly rate of $350, which is
periodically adjusted.
Cochran Firm-Jackson is a "disinterested person," as that term is
defined in Bankruptcy Code Sec. 101(14), according to court
filings.
The firm can be reached through:
William A. Roland, Esq.
The Cochran Firm-Jackson, LLC
197 Charmant Place, Suite 2
Ridgeland, MS 39157
Tel: (601) 790-7600
Email: wroland@cochranfirmjackson.com
boroland@yahoo.com
About Tunica Hospitality & Entertainment
Tunica Hospitality & Entertainment LLC filed a petition for relief
under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Miss. Case No. 22-01693) on August 25, 2022. In the petition
filed by Don Hewitt, as managing member, the Debtor reported
between $1 million and $10 million in both assets and liabilities.
Craig M. Geno has been appointed as Subchapter V trustee.
The Debtor is represented by William A. Roland, Esq., at The
Cochran Firm-Jackson, LLC.
VITAL PHARMACEUTICALS: Dec. 12, 2022 Claims Bar Date Set
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida set
Dec. 12, 2022, as the deadline for persons and entities to file
their proofs of claim against Vital Pharmaceuticals Inc. and its
debtor-affiliates.
The Court also set April 10, 2023, as the deadline for governmental
units to file their claims against the Debtors.
Claims may be delivered or mailed to:
Vital Pharmaceuticals Inc., et al. Claims Processing
c/o Stretto
410 Exchange, Suite 100
Irvine, CA 92601
Proofs of claim may also be filed electronically via the case
website at: https://cases.stretto.com/VitalPharmaceuticals/
A proof of claim may be obtained at https://www.flsb.uscourts.gov,
any of bankruptcy clerk's office, on the case website at
https://cases.stretto.com/VitalPharmaceuticals/, or by calling the
toll-free information line at (855) 493-7375 or (949) 996-7720
(international).
About Vital Pharmaceuticals
Since 1993, Florida-based Vital Pharmaceuticals, Inc., d/b/a Bang
Energy and as VPX Sports, has developed performance beverages,
supplements, and workout products to fuel high-energy lifestyles.
VPX Sports is the maker of Bang energy drinks, among other consumer
products.
Vital Pharmaceuticals, Inc., along with certain of its domestic
subsidiaries and affiliates, filed voluntary petitions for
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Lead Case No. 22-17842) on Oct. 10, 2022.
VPX estimated $500 million to $1 billion in assets and liabilities
as of the bankruptcy filing.
The Hon. Scott M. Grossman is the case judge.
The Debtors tapped LATHAM & WATKINS LLP as general bankruptcy
counsel; BERGER SINGERMAN LLP as co-bankruptcy counsel; HURON
CONSULTING GROUP INC., as financial advisor; and ROTHSCHILD & CO US
INC. as investment banker. STRETTO is the claims agent.
WASHINGTON PLACE: Seeks Approval to Hire Public Adjuster
--------------------------------------------------------
Washington Place Indiana, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Eastern District of New York to
employ Ayzertech Inc., a public adjuster in Oak Park, Mich.
The firm will represent the Debtor against Nationwide Mutual
Insurance Company relating to an insurance claim based upon damage
caused by vandals to commercial property owned by the Debtor at
10205 E. Washington St., Indianapolis, Ind.
Ayzertech will represent the Debtor on a 10 percent contingency
basis.
As disclosed in court filings, Ayzertech neithert represents nor
holds any interest that is adverse to the estate with respect to
the matters upon which it will be employed.
The firm can be reached through:
Howard Tkatch
Ayzertech Inc.
25900 Greenfield Rd #276
Oak Park, MI 48237
Phone: +1 248-200-5071
Email: htkatch@ayzertech.com
About Washington Place Indiana
Washington Place Indiana, LLC and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case
No. 21-43087) on Dec. 15, 2021. In its petition, Washington Place
Indiana listed as much as $10 million in both assets and
liabilities. David Goldwasser, restructuring officer, signed the
petition.
Judge Jil Mazer-Marino oversees the cases.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and
David Goldwasser, a partner at FIA Capital Partners, LLC serve as
the Debtors' legal counsel and chief restructuring officer,
respectively.
WILLISTON PARKS: S&P Raises 2012A Revenue Bonds Rating to 'BB-'
---------------------------------------------------------------
S&P Global Ratings raised its rating to two notches 'BB-' from 'B'
on Williston Parks and Recreation District (WPRD), N.D.'s series
2012A senior-lien sales tax and gross revenue bonds. The outlook is
stable.
"The two-notch upgrade reflects our view that WPRD has established
a satisfactory record of following bond covenants on both its
senior- and subordinate-lien debt, where it had previously withheld
funds owed under a prior bond indenture due to operating pressure
from declining sales tax receipts. The rating change also reflects
our view that new management is following sufficiently robust
internal controls to ensure accurate tracking of pledged revenues
and their timely deposit with the bond trustee," said S&P Global
Ratings credit analyst Scott Nees.
This rating action is prompted by governance
improvements--specifically, via S&P's assessment of the district's
risk management, culture, and oversight--in our analysis of its
environmental, social, and governance (ESG) credit factors.
The series 2012A bonds are secured by the half-cent "project
portion" of the district's one-cent citywide sales tax and by park
gross revenues and have a senior lien against pledged revenues.
Park gross revenues include all nonsales tax revenues derived from
district facilities and programs, contributions, intergovernmental
revenues, and all other revenues except donations or contributions
restricted by the contributor and revenues that the district holds
on behalf of the park district foundation.
S&P said, "We consider the gross revenue pledge a kind of non-ad
valorem pledge, which we rate under our "Ratings Linked to the
Obligor's Creditworthiness" (RLOC) criteria (published Nov. 20,
2019, on RatingsDirect) and where the rating reflects our view of
the district's general creditworthiness, and the sales tax pledge
falls under our "Priority Lien" criteria (published Oct. 22, 2018).
Since the 2012A bonds are secured by multiple revenue streams, the
rating reflects the application of a strong link analysis between
the sales tax and non-ad valorem pledges. We rate both pledges on
par with one another at 'BB-', as we believe the same basic credit
fundamentals are driving a similar analysis under both the Priority
Lien and RLOC criteria.
"We had previously applied a 'B' rating cap to the 2012A bonds,
reflecting our view that WPRD had demonstrated an unwillingness to
support its debt obligations due to the misapplication of gross
revenues under the terms of the 2012 indenture. Prior to the
district's refinancing and restructuring its then-outstanding
series 2012C subordinate-lien bonds in 2017, the 2012 indenture
included a super sinker structure requiring the application of
pledged gross revenues to the early redemption of a bullet maturity
on the 2012C bonds, such that gross revenues were trapped in the
indenture until the full redemption of the 2012C series. In
separate disclosure filings in 2016 and 2017, the district
indicated that it had withheld several million dollars in gross
revenues over several years, first because of a misunderstanding of
the definition of "park gross revenues" as defined in the
indenture, and subsequently because of financial pressure caused by
the decline in sales tax receipts, its primary source of operating
revenues. The district issued its series 2017A subordinate-lien
bonds to level debt service (removing the single bullet maturity)
and, under the new indenture, to allow excess gross revenues to
flow back to it on satisfying debt service and other requirements
for senior and subordinate debt.
"We understand that since the 2017 restructuring, the district has
made all payments required under the 2012 and 2017 indentures and
has done so while realizing positive general fund results in each
year except 2020. In addition, new management has detailed to us
its internal controls for tracking pledged sales tax and gross
revenues and transferring funds to the bond trustee, and we believe
these are robust enough to mitigate the risk of misapplication of
funds along the lines seen in earlier years."
"Given this now five-year record of full and timely payment on both
senior and subordinate debt and otherwise meeting its obligations
under the 2012 and 2017 bond indentures, the two-notch upgrade
reflects our reassessment of management's ability and willingness
to follow bond covenants. The upgrade is also informed by the
district's more or less stable operating budget following the 2017
debt restructuring and its internal controls around debt
administration," said Mr. Nees.
S&P said, "The 'BB-' rating, however, continues to reflect our view
of the considerable risk in the district's credit profile, both
with respect to the sales tax supporting the 2012A bonds and with
the district's general creditworthiness. In particular, the
district's sales tax receipts have been extremely volatile over the
past decade and have declined considerably from peak levels to the
lowest point ever in 2021. Based on 2021 receipts, project sales
taxes provide coverage of just 1.1x maximum annual debt service
(MADS) on the 2012A bonds, while gross revenues (which, as noted,
we analyze separately under our RLOC criteria) provide an
additional 1.3x coverage. Year-to-date sales tax receipts through
October 2022 have just surpassed 2021 levels, but the near-term
economic outlook points to a likely recession in the first two
quarters of 2023, which we believe could translate to weaker sales
tax performance and weaker debt service coverage within the outlook
horizon."
WPRD's environmental risks are elevated because of the city's oil
and gas concentration, giving rise to increasing regulatory
challenges or costs as some sectors of the global economy
transition to more renewable energy, which could in turn pressure
the local economy and revenue performance. Governance risks have
historically been elevated, though recent improvements in risk
management, culture, and oversight mitigate these risks and support
the two-notch upgrade. Social factors are neutral within the credit
analysis.
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Governance: risk management, culture, and oversight
WYE RIVER: Seeks to Hire Steven H. Greenfeld as Bankruptcy Counsel
------------------------------------------------------------------
Wye River Foods Products LLC seeks approval from the US Bankruptcy
Court for the District of Maryland to hire the Law Offices of
Steven H. Greenfeld, LLC as its counsel.
The firm will render these services:
(a) give the Debtor legal advice with respect to its powers
and duties in the continued management of its business affairs and
property;
(b) prepare legal papers; and
(c) perform all other legal services for the Debtor, which may
be necessary.
Steven Greenfeld, Esq., will be paid at his hourly rate of $475.
Mr. Greenfeld 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:
Steven H. Greenfeld, Esq.
Law Offices of Steven H. Greenfeld, LLC
325 Ellington Boulevard, #610
Gaithersburg, MD 20878
Telephone: (301) 881-8300
Email: steveng@cohenbaldinger.com
About Wye River Foods Products
Wye River Foods Products LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-15641)
on Oct. 12, 2022, listing as much as $1 million on both assets and
liabilities. Steven H. Greenfeld, Esq., at the Law Offices of
Steven H. Greenfeld, LLC represents the Debtor as counsel.
ZOHAR FUNDS: Sale of Stila Styles Subject to Chapter 11 Milestones
------------------------------------------------------------------
A Delaware bankruptcy judge said the post-confirmation entities
tasked with monetizing portfolio companies of the reorganized Zohar
Funds should come to an agreement with Lynn Tilton affiliates on
milestones governing the sale of cosmetics firm Stila Styles.
A hybrid hearing before Bankruptcy Judge Karen Owens in Wilmington,
Delaware was held on Oct. 24, 2022.
On Oct. 6, 2022, the Patriarch Stakeholders filed with the
Bankruptcy Court a motion to (i) enforce the terms of the
Settlement Agreement approved by the Court in November 2018, and
the Timeline Order entered March 2020 (ii) freeze the approximately
$22 million that Stila previously set aside to pay the Tax
Distributions owed to Octaluna III pursuant to Section 4.9 of
Stila's Limited Liability Company Agreement (the "Stila LLC
Agreement"), and bar the Zohar III Asset Recovery Manager from
causing, directing, or otherwise consenting or approving Stila to
make any distributions on account of equity or membership
interests, pending Stila's monetization.
Counsel to the Patriarch Stakeholders argued at the hearing that
the Bankruptcy Court has post-confirmation jurisdiction to dictate
milestones for Stila Styles' monetization process. Counsel for
Styla, on the other hand, argued that while the Court has
jurisdiction on enforcing the Settlement, he noted that Styla is a
non-debtor and the independent fiduciary appointed for Styla
(Ex-Judge Kevin Carey) should have discretion on when to start the
sale process for Styla. Styla said there is no basis for any
injunction or for Patriarch to interfere on how Styla should be
run.
"In an effort to circumvent the jurisdiction of the Court of
Chancery and the Delaware Supreme Court over these issues, and to
obtain relief she either was denied or cannot obtain, Ms. Tilton
has launched what amounts to a collateral attack on the Court of
Chancery's now-affirmed decision," Stila Styles' counsel said in
court filings.
"Should Ms. Tilton have some basis to be dissatisfied with Mr.
Carey's management of Stila, she can seek remedy in the Delaware
courts -- but there is no basis whatsoever for her to seek relief
now, much less in the Bankruptcy Court, when she cannot even point
to an objectionable decision."
Judge Karen Owens ruled in favor of Patriach as to the milestones,
"The time to conduct the sale was a major issue in the case...
Prior to Mr. Carey's appointment, Styla never objected to the sale
milestones. I will direct the parties to meet and confer regarding
the sale schedule for Styla. If the parties couldn't reach an
agreement, we will hold an evidentiary hearing."
The judge, however, said she has no jurisdiction as to the request
to prohibit Mr. Carey from spending the $22 million pending the
monetization.
Dispute With Tilton
To recall, on May 21, 2018, the Bankruptcy Court entered an order
approving a Settlement Agreement between the Debtors, Lynn Tilton,
the Patriarch Stakeholders, MBIA Insurance Corp., and the Zohar III
Controlling Class. On March 20, 2020, the Court entered the
Timeline Order, which was amended on July 2, 2020, establishing
certain timelines and milestones in furtherance of the monetization
process for the Group A and Group B portfolio companies.
On March 9, 2020, Zohar CDO 2003-1, Limited; Zohar II 2005-1,
Limited and Zohar III, Limited filed a complaint, both directly and
derivatively on behalf of certain Portfolio Companies, including
Stila, against certain Patriarch Stakeholders, including Lynn
Tilton individually. The substituted plaintiff in this adversary
proceeding is David Dunn, in his capacity as Litigation Trustee of
the Zohar Litigation Trust-A.
On March 21, 2020, shortly after Zohar had filed the adversary
proceeding, Ms. Tilton abruptly resigned as Manager of Stila.
Before a replacement could be put in place, Ms. Tilton purported to
rescind her resignation on March 26, 2020, refusing to yield
control over Stila, despite Zohar III's objections.
On April 30, 2021, Zohar executed a written consent (the "2021
Written Consent") appointing Kevin Carey, a respected retired
bankruptcy judge from this district, as Manager of Stila. After
Ms. Tilton refused to recognize the validity of the 2021 Written
Consent and yield control to Mr. Carey, on May 1, 2021, Zohar filed
the Stila Chancery Action.
In decisions issued May 31, 2022 and July 11, 2022, after over a
year of hotly-contested litigation, the Court of Chancery confirmed
that (i) Lynn Tilton had no authority to appoint herself as Manager
of Stila and (ii) Kevin Carey, a respected retired bankruptcy judge
from this district, had been duly appointed as Manager of Stila.
These decisions were affirmed in full by the Delaware Supreme Court
on Oct. 13, 2022
On August 9, 2022, Mr. Carey assumed his role as Stila's Manager.
Mr. Carey appointed Michelle Kluz, a highly experienced luxury and
retail goods executive, as Chief Executive Officer of Stila.
Counsel for Stila Styles, LLC:
LANDIS RATH & COBB LLP
Wilmington, Delaware
Rebecca L. Butcher
Adam G. Landis
Daniel B. Rath
Rebecca L. Butcher
Matthew B. McGuire
Jennifer L. Cree
919 Market Street, Suite 1800
Wilmington, DE 19801
Telephone: (302) 467-4400
Facsimile: (302) 467-4450
Email: landis@lrclaw.com
rath@lrclaw.com
butcher@lrclaw.com
mcguire@lrclaw.com
cree@lrclaw.com
- and -
HOGAN LOVELLS US LLP
David Dunn, Esq.
Christopher R. Donoho III, Esq.
Ryan M. Philp, Esq.
390 Madison Avenue
New York, NY 10017
Telephone: (212) 9180-3000
Facsimile: (212) 918-3100
Email: david.dunn@hoganlovells.com
chris.donoho@hoganlovells.com
ryan.philp@hoganlovells.com
Counsel to the Tilton/Patriarch Stakeholders:
COLE SCHOTZ P.C.
Norman L. Pernick
G. David Dean
Patrick J. Reilley
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
E-mail: npernick@coleschotz.com
ddean@coleschotz.com
preilley@coleschotz.com
– and –
GIBSON, DUNN & CRUTCHER LLP
Monica K. Loseman
1801 California Street, Suite 4200
Denver, CO 80202-2642
Telephone: (303) 298-5784
Facsimile: (303) 313-2828
E-mail: mloseman@gibsondunn.com
Mary Beth Maloney
Akiva Shapiro
200 Park Avenue
New York, NY 10166-0193
Telephone: (212) 351-4000
Facsimile: (212) 351-4035
E-mail: mmaloney@gibsondunn.com
ashapiro@gibsondunn.com
About the Zohar Funds
New York-based Patriarch Partners, LLC, is a private equity firm
specializing in acquisition, buyouts, and turnaround investment in
distressed American companies and brands. Patriarch Partners was
founded by Lynn Tilton in 2000. Lynn Tilton and her affiliates
held substantial equity stakes in portfolio companies, which
include iconic American manufacturing companies with tens of
thousands of employees.
The Zohar funds were created to raise money through selling a form
of notes called collateralized loan obligations to investors that
was then used to extend loans to dozens of distressed mid-size
companies, often in connection with the acquisition of those
companies out of bankruptcy.
Patriarch bought "distressed" companies via funding from a series
of collateralized loan obligations (CLOs) marketed through
Patriarch via its $2.5 billion "Zohar" funds. Tilton placed the
funds into bankruptcy in 2018 in an attempt to keep Patriarch's
portfolio from being liquidated by Zohar creditors including bond
insurer MBIA, which insured $1 billion worth of Zohar notes.
Combined debt of the funds is estimated at $1.7 billion.
Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited,
Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp.
(collectively, the "Zohar Funds"), sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to
18-10517) on March 11, 2018. In the petition signed by Lynn
Tilton, director, the Debtors were estimated to have $1 billion to
$10 billion in assets and $500 million to $1 billion in
liabilities.
Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy
counsel.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
7GC & CO HOLD-A VII US 230.8 219.4 -1.2
7GC & CO HOLDING VIIAU US 230.8 219.4 -1.2
ACCELERATE DIAGN AXDX* MM 58.7 -62.0 37.3
AEMETIS INC DW51 GR 178.5 -122.7 -45.3
AEMETIS INC AMTX US 178.5 -122.7 -45.3
AEMETIS INC AMTXGEUR EZ 178.5 -122.7 -45.3
AEMETIS INC AMTXGEUR EU 178.5 -122.7 -45.3
AEMETIS INC DW51 GZ 178.5 -122.7 -45.3
AEMETIS INC DW51 TH 178.5 -122.7 -45.3
AEMETIS INC DW51 QT 178.5 -122.7 -45.3
AERIE PHARMACEUT AERI US 385.3 -141.1 191.7
AERIE PHARMACEUT AERIEUR EU 385.3 -141.1 191.7
AERIE PHARMACEUT 0P0 GR 385.3 -141.1 191.7
AERIE PHARMACEUT 0P0 TH 385.3 -141.1 191.7
AERIE PHARMACEUT 0P0 QT 385.3 -141.1 191.7
AERIE PHARMACEUT 0P0 GZ 385.3 -141.1 191.7
AIR CANADA AC CN 29,754.0 -1,931.0 1,190.0
AIR CANADA ADH2 QT 29,754.0 -1,931.0 1,190.0
AIR CANADA ADH2 GR 29,754.0 -1,931.0 1,190.0
AIR CANADA ACEUR EU 29,754.0 -1,931.0 1,190.0
AIR CANADA ADH2 TH 29,754.0 -1,931.0 1,190.0
AIR CANADA ACDVF US 29,754.0 -1,931.0 1,190.0
AIR CANADA ADH2 GZ 29,754.0 -1,931.0 1,190.0
ALNYLAM PHAR-BDR A1LN34 BZ 3,535.3 -67.6 1,918.1
ALNYLAM PHARMACE ALNY US 3,535.3 -67.6 1,918.1
ALNYLAM PHARMACE DUL GR 3,535.3 -67.6 1,918.1
ALNYLAM PHARMACE DUL SW 3,535.3 -67.6 1,918.1
ALNYLAM PHARMACE DUL TH 3,535.3 -67.6 1,918.1
ALNYLAM PHARMACE DUL GZ 3,535.3 -67.6 1,918.1
ALNYLAM PHARMACE ALNYEUR EZ 3,535.3 -67.6 1,918.1
ALNYLAM PHARMACE ALNYEUR EU 3,535.3 -67.6 1,918.1
ALNYLAM PHARMACE DUL QT 3,535.3 -67.6 1,918.1
ALNYLAM PHARMACE ALNY* MM 3,535.3 -67.6 1,918.1
ALPINE SUMMIT EN ALPS/U CN 247.4 -15.8 -165.4
ALPINE SUMMIT EN ALPS US 247.4 -15.8 -165.4
ALTICE USA INC-A ATUS US 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A 15PA GR 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A 15PA TH 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A ATUSEUR EU 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A 15PA GZ 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A ATUS* MM 33,119.6 -474.6 -1,901.6
ALTICE USA INC-A ATUS-RM RM 33,119.6 -474.6 -1,901.6
ALTIRA GP-CEDEAR MOC AR 33,953.0 -4,232.0 -4,077.0
ALTIRA GP-CEDEAR MOD AR 33,953.0 -4,232.0 -4,077.0
ALTIRA GP-CEDEAR MO AR 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC MOEUR EU 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC MO US 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC MO SW 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC PHM7 TH 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC MO TE 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC PHM7 GR 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC PHM7 GZ 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC 0R31 LI 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC MO CI 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC MO* MM 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC ALTR AV 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC MOUSD SW 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC MOEUR EZ 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC PHM7 QT 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP INC MO-RM RM 33,953.0 -4,232.0 -4,077.0
ALTRIA GROUP-BDR MOOO34 BZ 33,953.0 -4,232.0 -4,077.0
AMC ENTERTAINMEN AMC US 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AH9 GR 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AMC4EUR EU 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AMC* MM 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AH9 TH 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AH9 QT 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AH9 GZ 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AH9 SW 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN AMC-RM RM 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN A2MC34 BZ 9,818.3 -2,326.8 -405.3
AMC ENTERTAINMEN APE* MM 9,818.3 -2,326.8 -405.3
AMERICAN AIR-BDR AALL34 BZ 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE AAL US 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE A1G GR 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE AAL* MM 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE A1G TH 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE AAL11EUR EU 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE AAL AV 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE AAL TE 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE A1G SW 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE 0HE6 LI 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE A1G GZ 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE AAL11EUR EZ 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE A1G QT 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE AAL-RM RM 66,652.0 -7,893.0 -4,593.0
AMERICAN AIRLINE AAL_KZ KZ 66,652.0 -7,893.0 -4,593.0
AMPLIFY ENERGY C 2OQ TH 456.5 -83.4 -78.1
AMPLIFY ENERGY C AMPY US 456.5 -83.4 -78.1
AMPLIFY ENERGY C MPO2EUR EU 456.5 -83.4 -78.1
AMPLIFY ENERGY C 2OQ GR 456.5 -83.4 -78.1
AMPLIFY ENERGY C 2OQ GZ 456.5 -83.4 -78.1
AMPLIFY ENERGY C 2OQ QT 456.5 -83.4 -78.1
AMPRIUS TECHNOLO AMPX US 0.1 -0.0 -0.0
AMYRIS INC AMRS* MM 789.4 -243.6 123.0
AMYRIS INC A2MR34 BZ 789.4 -243.6 123.0
AON PLC-CLASS A AON US 31,223.0 -670.0 488.0
AON PLC-CLASS A 4VK GR 31,223.0 -670.0 488.0
AON PLC-CLASS A 4VK QT 31,223.0 -670.0 488.0
AON PLC-CLASS A AON1EUR EZ 31,223.0 -670.0 488.0
AON PLC-CLASS A AON1EUR EU 31,223.0 -670.0 488.0
AON PLC-CLASS A 4VK TH 31,223.0 -670.0 488.0
AON PLC-CLASS A AONN MM 31,223.0 -670.0 488.0
AON PLC-CLASS A 4VK GZ 31,223.0 -670.0 488.0
ARCH BIOPARTNERS ARCH CN 1.8 -4.0 -0.6
ARENA GROUP HOLD AREN US 186.4 -20.6 -34.2
ASHFORD HOSPITAL AHT US 4,030.2 -44.4 0.0
ASHFORD HOSPITAL AHD GR 4,030.2 -44.4 0.0
ASHFORD HOSPITAL AHT1EUR EU 4,030.2 -44.4 0.0
ASHFORD HOSPITAL AHD TH 4,030.2 -44.4 0.0
ATLAS TECHNICAL ATCX US 523.1 -138.4 80.2
AUTOZONE INC AZ5 GR 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC AZ5 TH 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC AZO US 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC AZOEUR EZ 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC AZ5 GZ 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC AZO AV 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC AZ5 TE 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC AZO* MM 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC AZOEUR EU 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC AZ5 QT 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC AZO-RM RM 15,275.0 -3,538.9 -1,960.4
AUTOZONE INC-BDR AZOI34 BZ 15,275.0 -3,538.9 -1,960.4
AVID TECHNOLOGY AVID US 247.1 -136.4 -14.9
AVID TECHNOLOGY AVD GR 247.1 -136.4 -14.9
AVID TECHNOLOGY AVD TH 247.1 -136.4 -14.9
AVID TECHNOLOGY AVD GZ 247.1 -136.4 -14.9
AVIS BUD-CEDEAR CAR AR 26,095.0 -649.0 -706.0
AVIS BUDGET GROU CAR US 26,095.0 -649.0 -706.0
AVIS BUDGET GROU CUCA GR 26,095.0 -649.0 -706.0
AVIS BUDGET GROU CAR2EUR EZ 26,095.0 -649.0 -706.0
AVIS BUDGET GROU CUCA TH 26,095.0 -649.0 -706.0
AVIS BUDGET GROU CAR* MM 26,095.0 -649.0 -706.0
AVIS BUDGET GROU CAR2EUR EU 26,095.0 -649.0 -706.0
AVIS BUDGET GROU CUCA QT 26,095.0 -649.0 -706.0
AVIS BUDGET GROU CUCA GZ 26,095.0 -649.0 -706.0
BATH & BODY WORK BBWI US 4,901.0 -2,662.0 496.0
BATH & BODY WORK LTD0 TH 4,901.0 -2,662.0 496.0
BATH & BODY WORK LTD0 GR 4,901.0 -2,662.0 496.0
BATH & BODY WORK LBEUR EZ 4,901.0 -2,662.0 496.0
BATH & BODY WORK BBWI* MM 4,901.0 -2,662.0 496.0
BATH & BODY WORK LTD0 QT 4,901.0 -2,662.0 496.0
BATH & BODY WORK BBWI AV 4,901.0 -2,662.0 496.0
BATH & BODY WORK LBEUR EU 4,901.0 -2,662.0 496.0
BATH & BODY WORK LTD0 GZ 4,901.0 -2,662.0 496.0
BATH & BODY WORK BBWI-RM RM 4,901.0 -2,662.0 496.0
BATTALION OIL CO BATL US 449.2 -15.4 -101.0
BATTALION OIL CO RAQB GR 449.2 -15.4 -101.0
BATTALION OIL CO BATLEUR EU 449.2 -15.4 -101.0
BATTERY FUTURE A BFAC/U US 353.5 346.7 0.3
BATTERY FUTURE-A BFAC US 353.5 346.7 0.3
BED BATH &BEYOND BBBY* MM 4,666.6 -577.7 75.7
BED BATH &BEYOND BBY TH 4,666.6 -577.7 75.7
BED BATH &BEYOND BBY GZ 4,666.6 -577.7 75.7
BED BATH &BEYOND BBBY US 4,666.6 -577.7 75.7
BED BATH &BEYOND BBY GR 4,666.6 -577.7 75.7
BED BATH &BEYOND BBBYEUR EZ 4,666.6 -577.7 75.7
BED BATH &BEYOND BBY QT 4,666.6 -577.7 75.7
BED BATH &BEYOND BBBYEUR EU 4,666.6 -577.7 75.7
BED BATH &BEYOND BBBY SW 4,666.6 -577.7 75.7
BED BATH &BEYOND BBBY-RM RM 4,666.6 -577.7 75.7
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BELLRING BRANDS D51 TH 715.1 -389.6 246.1
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BOX INC- CLASS A BOXEUR EZ 1,066.3 -90.6 17.3
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CINEPLEX INC CX0 GR 2,036.3 -256.3 -380.8
CINEPLEX INC CPXGF US 2,036.3 -256.3 -380.8
CINEPLEX INC CGX CN 2,036.3 -256.3 -380.8
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COGENT COMMUNICA CCOI US 1,014.6 -440.2 340.6
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CPI CARD GROUP I PMTSEUR EU 289.7 -107.0 99.4
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CTI BIOPHARMA CO CTIC US 134.5 -5.3 77.6
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DENNY'S CORP DENNEUR EU 392.8 -58.7 -40.9
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DROPBOX INC-A DBX US 2,758.8 -542.9 457.4
DROPBOX INC-A 1Q5 GR 2,758.8 -542.9 457.4
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FERRELLGAS PAR-B FGPRB US 1,608.1 -236.5 194.3
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FLUENCE ENERGY I FLNC US 1,672.6 671.1 556.7
FOREST ROAD AC-A FRXB US 350.8 -18.9 0.2
FOREST ROAD ACQ FRXB/U US 350.8 -18.9 0.2
FORTINET INC FO8 GR 5,294.5 -379.6 318.0
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HEWLETT-CEDEAR HPQD AR 39,247.0 -2,318.0 -3,813.0
HILLEVAX INC HLVX US 341.2 303.2 307.0
HILTON WORLDWIDE HLT US 15,508.0 -914.0 -389.0
HILTON WORLDWIDE HI91 TH 15,508.0 -914.0 -389.0
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HORIZON ACQUISIT HZON/U US 525.7 -19.0 -2.4
HP COMPANY-BDR HPQB34 BZ 39,247.0 -2,318.0 -3,813.0
HP INC HPQ TE 39,247.0 -2,318.0 -3,813.0
HP INC 7HP GR 39,247.0 -2,318.0 -3,813.0
HP INC HPQ US 39,247.0 -2,318.0 -3,813.0
HP INC 7HP TH 39,247.0 -2,318.0 -3,813.0
HP INC HPQ* MM 39,247.0 -2,318.0 -3,813.0
HP INC HPQEUR EU 39,247.0 -2,318.0 -3,813.0
HP INC 7HP GZ 39,247.0 -2,318.0 -3,813.0
HP INC HPQ CI 39,247.0 -2,318.0 -3,813.0
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HP INC HPQEUR EZ 39,247.0 -2,318.0 -3,813.0
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HP INC HPQCL CI 39,247.0 -2,318.0 -3,813.0
IMMUNITYBIO INC NK1EUR EU 317.7 -422.0 -261.1
IMMUNITYBIO INC 26CA GZ 317.7 -422.0 -261.1
IMMUNITYBIO INC NK1EUR EZ 317.7 -422.0 -261.1
IMMUNITYBIO INC IBRX US 317.7 -422.0 -261.1
IMMUNITYBIO INC 26CA GR 317.7 -422.0 -261.1
IMMUNITYBIO INC 26CA TH 317.7 -422.0 -261.1
IMMUNITYBIO INC 26CA QT 317.7 -422.0 -261.1
INHIBRX INC INBX US 193.2 -4.9 157.4
INHIBRX INC 1RK GR 193.2 -4.9 157.4
INHIBRX INC 1RK TH 193.2 -4.9 157.4
INHIBRX INC INBXEUR EU 193.2 -4.9 157.4
INHIBRX INC 1RK QT 193.2 -4.9 157.4
INSEEGO CORP INSG-RM RM 191.3 -43.7 34.3
INSMED INC INSM US 994.8 -30.0 494.5
INSMED INC IM8N GR 994.8 -30.0 494.5
INSMED INC IM8N TH 994.8 -30.0 494.5
INSMED INC INSMEUR EU 994.8 -30.0 494.5
INSMED INC INSM* MM 994.8 -30.0 494.5
INSPIRED ENTERTA 4U8 GR 300.3 -57.1 48.8
INSPIRED ENTERTA INSEEUR EU 300.3 -57.1 48.8
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INTERCEPT PHARMA I4P TH 498.6 -369.8 335.6
INTERCEPT PHARMA ICPT US 498.6 -369.8 335.6
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INTERCEPT PHARMA ICPT* MM 498.6 -369.8 335.6
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J. JILL INC JILL US 460.3 -11.8 22.8
J. JILL INC 1MJ1 GR 460.3 -11.8 22.8
J. JILL INC JILLEUR EU 460.3 -11.8 22.8
J. JILL INC 1MJ1 GZ 460.3 -11.8 22.8
JACK IN THE BOX JBX GR 2,863.8 -767.9 -262.9
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KARYOPHARM THERA KPTI US 256.5 -116.3 179.9
KARYOPHARM THERA 25K GR 256.5 -116.3 179.9
KARYOPHARM THERA 25K TH 256.5 -116.3 179.9
KARYOPHARM THERA 25K QT 256.5 -116.3 179.9
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KARYOPHARM THERA KPTIEUR EU 256.5 -116.3 179.9
KLX ENERGY SERVI KLXE US 415.4 -69.3 54.7
KLX ENERGY SERVI KX4A GR 415.4 -69.3 54.7
KLX ENERGY SERVI KLXEEUR EU 415.4 -69.3 54.7
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KLX ENERGY SERVI KX4A GZ 415.4 -69.3 54.7
L BRANDS INC-BDR B1BW34 BZ 4,901.0 -2,662.0 496.0
LATAMGROWTH SPAC LATG US 134.5 128.0 1.5
LATAMGROWTH SPAC LATGU US 134.5 128.0 1.5
LENNOX INTL INC LII US 2,625.8 -305.2 662.4
LENNOX INTL INC LXI TH 2,625.8 -305.2 662.4
LENNOX INTL INC LXI GR 2,625.8 -305.2 662.4
LENNOX INTL INC LII* MM 2,625.8 -305.2 662.4
LENNOX INTL INC LII1EUR EU 2,625.8 -305.2 662.4
LESLIE'S INC LESL US 1,117.0 -258.8 199.4
LESLIE'S INC LE3 GR 1,117.0 -258.8 199.4
LESLIE'S INC LESLEUR EU 1,117.0 -258.8 199.4
LESLIE'S INC LE3 QT 1,117.0 -258.8 199.4
LINDBLAD EXPEDIT LIND US 849.3 -51.2 -123.9
LINDBLAD EXPEDIT LI4 GR 849.3 -51.2 -123.9
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LINDBLAD EXPEDIT LI4 QT 849.3 -51.2 -123.9
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LOOP MEDIA INC LPTV US 18.1 -2.4 -1.6
LOWE'S COS INC LWE TH 46,725.0 -8,442.0 2,301.0
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LOWE'S COS-BDR LOWC34 BZ 46,725.0 -8,442.0 2,301.0
MADISON SQUARE G MSG1EUR EU 1,345.9 -171.9 -302.1
MADISON SQUARE G MS8 GR 1,345.9 -171.9 -302.1
MADISON SQUARE G MSGS US 1,345.9 -171.9 -302.1
MADISON SQUARE G MS8 TH 1,345.9 -171.9 -302.1
MADISON SQUARE G MS8 QT 1,345.9 -171.9 -302.1
MADISON SQUARE G MS8 GZ 1,345.9 -171.9 -302.1
MANNKIND CORP MNKD US 285.8 -247.1 133.9
MANNKIND CORP NNFN TH 285.8 -247.1 133.9
MANNKIND CORP NNFN GR 285.8 -247.1 133.9
MANNKIND CORP MNKDEUR EZ 285.8 -247.1 133.9
MANNKIND CORP MNKDEUR EU 285.8 -247.1 133.9
MANNKIND CORP NNFN QT 285.8 -247.1 133.9
MANNKIND CORP NNFN GZ 285.8 -247.1 133.9
MARKETWISE INC MKTW* MM 426.6 -359.6 -124.1
MASCO CORP MSQ TH 5,417.0 -416.0 1,040.0
MASCO CORP MAS US 5,417.0 -416.0 1,040.0
MASCO CORP MSQ GR 5,417.0 -416.0 1,040.0
MASCO CORP MAS* MM 5,417.0 -416.0 1,040.0
MASCO CORP MSQ GZ 5,417.0 -416.0 1,040.0
MASCO CORP MAS1EUR EZ 5,417.0 -416.0 1,040.0
MASCO CORP MSQ QT 5,417.0 -416.0 1,040.0
MASCO CORP MAS1EUR EU 5,417.0 -416.0 1,040.0
MASCO CORP MAS-RM RM 5,417.0 -416.0 1,040.0
MASON INDUS-CL A MIT US 503.2 -18.3 -0.2
MASON INDUSTRIAL MIT/U US 503.2 -18.3 -0.2
MATCH GROUP -BDR M1TC34 BZ 4,193.8 -452.1 177.1
MATCH GROUP INC MTCH US 4,193.8 -452.1 177.1
MATCH GROUP INC MTCH1* MM 4,193.8 -452.1 177.1
MATCH GROUP INC 4MGN TH 4,193.8 -452.1 177.1
MATCH GROUP INC 4MGN GR 4,193.8 -452.1 177.1
MATCH GROUP INC 4MGN QT 4,193.8 -452.1 177.1
MATCH GROUP INC MTC2 AV 4,193.8 -452.1 177.1
MATCH GROUP INC 4MGN GZ 4,193.8 -452.1 177.1
MATCH GROUP INC 0JZ7 LI 4,193.8 -452.1 177.1
MATCH GROUP INC MTCH-RM RM 4,193.8 -452.1 177.1
MBIA INC MBJ TH 4,067.0 -735.0 0.0
MBIA INC MBI US 4,067.0 -735.0 0.0
MBIA INC MBJ GR 4,067.0 -735.0 0.0
MBIA INC MBI1EUR EU 4,067.0 -735.0 0.0
MBIA INC MBJ QT 4,067.0 -735.0 0.0
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MCDONALD'S - CDR MCDS CN 49,247.8 -6,369.8 1,439.2
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MCDONALDS - BDR MCDC34 BZ 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MDO TH 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD SW 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD US 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MDO GR 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD* MM 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD TE 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCDEUR EU 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MDO GZ 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD AV 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD CI 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCDUSD SW 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCDUSD EZ 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCDEUR EZ 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP 0R16 LN 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCDUSD EU 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MDO QT 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCD-RM RM 49,247.8 -6,369.8 1,439.2
MCDONALDS CORP MCDCL CI 49,247.8 -6,369.8 1,439.2
MCDONALDS-CEDEAR MCD AR 49,247.8 -6,369.8 1,439.2
MCDONALDS-CEDEAR MCDC AR 49,247.8 -6,369.8 1,439.2
MCDONALDS-CEDEAR MCDD AR 49,247.8 -6,369.8 1,439.2
MCKESSON CORP MCK* MM 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK TH 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK GZ 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK GR 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK US 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK1EUR EZ 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK1EUR EU 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK QT 62,295.0 -1,472.0 -1,818.0
MCKESSON CORP MCK-RM RM 62,295.0 -1,472.0 -1,818.0
MCKESSON-BDR M1CK34 BZ 62,295.0 -1,472.0 -1,818.0
MEDIAALPHA INC-A MAX US 285.9 -59.5 25.0
MICROSTRATEG-BDR M2ST34 BZ 2,568.4 -187.1 -54.4
MICROSTRATEGY MSTR US 2,568.4 -187.1 -54.4
MICROSTRATEGY MIGA GR 2,568.4 -187.1 -54.4
MICROSTRATEGY MSTREUR EU 2,568.4 -187.1 -54.4
MICROSTRATEGY MIGA SW 2,568.4 -187.1 -54.4
MICROSTRATEGY MIGA TH 2,568.4 -187.1 -54.4
MICROSTRATEGY MIGA QT 2,568.4 -187.1 -54.4
MICROSTRATEGY MSTREUR EZ 2,568.4 -187.1 -54.4
MICROSTRATEGY MSTR* MM 2,568.4 -187.1 -54.4
MICROSTRATEGY MIGA GZ 2,568.4 -187.1 -54.4
MICROSTRATEGY MSTR-RM RM 2,568.4 -187.1 -54.4
MICROSTRATEGY MSTR AR 2,568.4 -187.1 -54.4
MONEYGRAM INTERN 9M1N GR 4,504.7 -184.9 -16.6
MONEYGRAM INTERN 9M1N TH 4,504.7 -184.9 -16.6
MONEYGRAM INTERN MGIEUR EU 4,504.7 -184.9 -16.6
MONEYGRAM INTERN MGI US 4,504.7 -184.9 -16.6
MONEYGRAM INTERN 9M1N QT 4,504.7 -184.9 -16.6
MOTOROLA SOL-BDR M1SI34 BZ 11,672.0 -430.0 610.0
MOTOROLA SOL-CED MSI AR 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MTLA GR 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MOT TE 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MSI US 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MTLA TH 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MSI1EUR EU 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MTLA GZ 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MSI1EUR EZ 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MOSI AV 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MTLA QT 11,672.0 -430.0 610.0
MOTOROLA SOLUTIO MSI-RM RM 11,672.0 -430.0 610.0
MSCI INC 3HM GR 4,777.5 -1,077.4 459.7
MSCI INC MSCI US 4,777.5 -1,077.4 459.7
MSCI INC 3HM QT 4,777.5 -1,077.4 459.7
MSCI INC 3HM SW 4,777.5 -1,077.4 459.7
MSCI INC 3HM GZ 4,777.5 -1,077.4 459.7
MSCI INC MSCIEUR EZ 4,777.5 -1,077.4 459.7
MSCI INC MSCI* MM 4,777.5 -1,077.4 459.7
MSCI INC 3HM TH 4,777.5 -1,077.4 459.7
MSCI INC MSCI AV 4,777.5 -1,077.4 459.7
MSCI INC MSCI-RM RM 4,777.5 -1,077.4 459.7
MSCI INC-BDR M1SC34 BZ 4,777.5 -1,077.4 459.7
N/A CTIC1EUR EU 134.5 -5.3 77.6
N/A CC-RM RM 2,884.1 -229.0 259.8
NATHANS FAMOUS NATH US 83.5 -50.8 53.2
NATHANS FAMOUS NFA GR 83.5 -50.8 53.2
NATHANS FAMOUS NATHEUR EU 83.5 -50.8 53.2
NEW ENG RLTY-LP NEN US 389.9 -59.4 0.0
NINE ENERGY SERV NEJ GZ 395.7 -46.3 79.3
NINE ENERGY SERV NINE US 395.7 -46.3 79.3
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NINE ENERGY SERV NINE1EUR EU 395.7 -46.3 79.3
NINE ENERGY SERV NINE1EUR EZ 395.7 -46.3 79.3
NINE ENERGY SERV NEJ TH 395.7 -46.3 79.3
NINE ENERGY SERV NEJ QT 395.7 -46.3 79.3
NORTONLIFELOCK I NLOK US 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYM TH 6,247.0 -299.0 -995.0
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NORTONLIFELOCK I SYM GZ 6,247.0 -299.0 -995.0
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NORTONLIFELOCK I SYM QT 6,247.0 -299.0 -995.0
NORTONLIFELOCK I NLOK-RM RM 6,247.0 -299.0 -995.0
NORTONLIFELOCK I NLOK CP 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYMCGCZK EZ 6,247.0 -299.0 -995.0
NORTONLIFELOCK I SYMCGCZK EU 6,247.0 -299.0 -995.0
NOVAVAX INC NVV1 TH 2,623.0 -417.0 -20.2
NOVAVAX INC NVV1 GR 2,623.0 -417.0 -20.2
NOVAVAX INC NVAX US 2,623.0 -417.0 -20.2
NOVAVAX INC NVAX* MM 2,623.0 -417.0 -20.2
NOVAVAX INC NVV1 GZ 2,623.0 -417.0 -20.2
NOVAVAX INC NVV1 SW 2,623.0 -417.0 -20.2
NOVAVAX INC NVAXEUR EU 2,623.0 -417.0 -20.2
NOVAVAX INC NVV1 QT 2,623.0 -417.0 -20.2
NOVAVAX INC 0A3S LI 2,623.0 -417.0 -20.2
NUTANIX INC - A 0NU GZ 2,365.7 -790.2 507.8
NUTANIX INC - A 0NU SW 2,365.7 -790.2 507.8
NUTANIX INC - A 0NU GR 2,365.7 -790.2 507.8
NUTANIX INC - A NTNXEUR EU 2,365.7 -790.2 507.8
NUTANIX INC - A 0NU TH 2,365.7 -790.2 507.8
NUTANIX INC - A 0NU QT 2,365.7 -790.2 507.8
NUTANIX INC - A NTNXEUR EZ 2,365.7 -790.2 507.8
NUTANIX INC - A NTNX US 2,365.7 -790.2 507.8
NUTANIX INC - A NTNX-RM RM 2,365.7 -790.2 507.8
NUTANIX INC-BDR N2TN34 BZ 2,365.7 -790.2 507.8
O'REILLY AUTOMOT OM6 TH 12,238.0 -1,205.5 -2,080.7
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O'REILLY AUTOMOT ORLYEUR EU 12,238.0 -1,205.5 -2,080.7
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OAK STREET HEALT OSH US 2,063.2 -101.9 507.9
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OAK STREET HEALT HE6 TH 2,063.2 -101.9 507.9
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OAK STREET HEALT HE6 GR 2,063.2 -101.9 507.9
OAK STREET HEALT HE6 QT 2,063.2 -101.9 507.9
OAK STREET HEALT OSH* MM 2,063.2 -101.9 507.9
OMEROS CORP OMER US 345.6 -32.7 154.2
OMEROS CORP 3O8 GR 345.6 -32.7 154.2
OMEROS CORP 3O8 QT 345.6 -32.7 154.2
OMEROS CORP 3O8 TH 345.6 -32.7 154.2
OMEROS CORP OMEREUR EU 345.6 -32.7 154.2
OMEROS CORP 3O8 GZ 345.6 -32.7 154.2
OPTINOSE INC OPTN US 122.8 -60.8 63.0
OPTINOSE INC 0OP GR 122.8 -60.8 63.0
OPTINOSE INC OPTNEUR EU 122.8 -60.8 63.0
ORACLE BDR ORCL34 BZ 130,309.0 -5,449.0 -13,815.0
ORACLE CO-CEDEAR ORCLC AR 130,309.0 -5,449.0 -13,815.0
ORACLE CO-CEDEAR ORCL AR 130,309.0 -5,449.0 -13,815.0
ORACLE CO-CEDEAR ORCLD AR 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCL* MM 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCL US 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORC GR 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORC TH 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCL TE 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORC GZ 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCL CI 130,309.0 -5,449.0 -13,815.0
ORACLE CORP 0R1Z LN 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCL AV 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCLUSD SW 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCLEUR EZ 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCL SW 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCLEUR EU 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORC QT 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCLCL CI 130,309.0 -5,449.0 -13,815.0
ORACLE CORP ORCL-RM RM 130,309.0 -5,449.0 -13,815.0
ORGANON & CO OGN US 10,614.0 -1,137.0 1,378.0
ORGANON & CO 7XP TH 10,614.0 -1,137.0 1,378.0
ORGANON & CO OGN-WEUR EU 10,614.0 -1,137.0 1,378.0
ORGANON & CO 7XP GR 10,614.0 -1,137.0 1,378.0
ORGANON & CO OGN* MM 10,614.0 -1,137.0 1,378.0
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OTIS WORLDWI-BDR O1TI34 BZ 9,342.0 -4,733.0 -163.0
PANAMERA HOLDING PHCI US 0.0 -0.0 -0.0
PAPA JOHN'S INTL PZZAEUR EU 836.3 -232.6 -10.7
PAPA JOHN'S INTL PP1 GR 836.3 -232.6 -10.7
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PAPAYA GROWTH -A PPYA US 295.2 279.9 1.4
PAPAYA GROWTH OP PPYAU US 295.2 279.9 1.4
PAPAYA GROWTH OP CC40 GR 295.2 279.9 1.4
PAPAYA GROWTH OP PPYAUEUR EU 295.2 279.9 1.4
PARATEK PHARMACE PRTK US 163.7 -149.4 97.7
PARATEK PHARMACE N4CN GR 163.7 -149.4 97.7
PARATEK PHARMACE N4CN TH 163.7 -149.4 97.7
PARATEK PHARMACE N4CN GZ 163.7 -149.4 97.7
PET VALU HOLDING PET CN 657.4 -49.4 46.8
PETRO USA INC PBAJ US 0.0 -0.1 -0.1
PHATHOM PHARMACE PHAT US 213.5 -7.0 188.2
PHILIP MORRI-BDR PHMO34 BZ 40,717.0 -7,403.0 -1,737.0
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PHILIP MORRIS IN PM1CHF EU 40,717.0 -7,403.0 -1,737.0
PHILIP MORRIS IN PM1 TE 40,717.0 -7,403.0 -1,737.0
PHILIP MORRIS IN 4I1 TH 40,717.0 -7,403.0 -1,737.0
PHILIP MORRIS IN PM1EUR EU 40,717.0 -7,403.0 -1,737.0
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PLANET FITNESS-A PLNT1EUR EU 2,884.1 -229.0 259.8
PLANET FITNESS-A 3PL QT 2,884.1 -229.0 259.8
PLANET FITNESS-A PLNT1EUR EZ 2,884.1 -229.0 259.8
PLANET FITNESS-A PLNT US 2,884.1 -229.0 259.8
PLANET FITNESS-A 3PL TH 2,884.1 -229.0 259.8
PLANET FITNESS-A 3PL GR 2,884.1 -229.0 259.8
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PRIME IMPACT A-A PIAI US 325.2 -12.3 -0.1
PRIME IMPACT ACQ PIAI/U US 325.2 -12.3 -0.1
PROS HOLDINGS IN PRO US 461.8 -25.1 110.4
PROS HOLDINGS IN PH2 GR 461.8 -25.1 110.4
PROS HOLDINGS IN PRO1EUR EU 461.8 -25.1 110.4
PTC THERAPEUTICS PTCT US 1,576.4 -226.9 97.2
PTC THERAPEUTICS BH3 GR 1,576.4 -226.9 97.2
PTC THERAPEUTICS P91 TH 1,576.4 -226.9 97.2
PTC THERAPEUTICS P91 QT 1,576.4 -226.9 97.2
PTC THERAPEUTICS PTCTEUR EZ 1,576.4 -226.9 97.2
RAPID7 INC RPDEUR EU 1,285.5 -148.2 -53.7
RAPID7 INC RPD US 1,285.5 -148.2 -53.7
RAPID7 INC R7D GR 1,285.5 -148.2 -53.7
RAPID7 INC R7D TH 1,285.5 -148.2 -53.7
RAPID7 INC RPD* MM 1,285.5 -148.2 -53.7
RAPID7 INC R7D GZ 1,285.5 -148.2 -53.7
RAPID7 INC R7D QT 1,285.5 -148.2 -53.7
RED ROCK RESOR-A RRREUR EU 3,070.3 -27.7 143.3
RED ROCK RESOR-A RRK GR 3,070.3 -27.7 143.3
RED ROCK RESOR-A RRK TH 3,070.3 -27.7 143.3
RED ROCK RESOR-A RRR US 3,070.3 -27.7 143.3
REVANCE THERAPEU RVNC US 561.9 -2.6 183.7
REVANCE THERAPEU RTI GR 561.9 -2.6 183.7
REVANCE THERAPEU RVNCEUR EZ 561.9 -2.6 183.7
REVANCE THERAPEU RTI TH 561.9 -2.6 183.7
REVANCE THERAPEU RTI GZ 561.9 -2.6 183.7
REVANCE THERAPEU RVNCEUR EU 561.9 -2.6 183.7
REVANCE THERAPEU RTI QT 561.9 -2.6 183.7
REVLON INC-A RVL1 TH 2,503.7 -2,348.2 220.4
REVLON INC-A REV* MM 2,503.7 -2,348.2 220.4
RIMINI STREET IN RMNI US 386.2 -76.5 -49.8
RIMINI STREET IN 0QH GR 386.2 -76.5 -49.8
RIMINI STREET IN RMNIEUR EU 386.2 -76.5 -49.8
RIMINI STREET IN 0QH QT 386.2 -76.5 -49.8
RITE AID CORP RAD US 8,367.1 -336.4 922.1
RITE AID CORP RTA1 GR 8,367.1 -336.4 922.1
RITE AID CORP RADEUR EU 8,367.1 -336.4 922.1
RITE AID CORP RTA1 TH 8,367.1 -336.4 922.1
RITE AID CORP RTA1 QT 8,367.1 -336.4 922.1
RITE AID CORP RTA1 GZ 8,367.1 -336.4 922.1
ROSE HILL ACQU-A ROSE US 147.5 -10.0 0.5
ROSE HILL ACQUIS ROSEU US 147.5 -10.0 0.5
SABRE CORP SABR US 5,176.7 -606.6 840.9
SABRE CORP 19S GR 5,176.7 -606.6 840.9
SABRE CORP 19S TH 5,176.7 -606.6 840.9
SABRE CORP 19S QT 5,176.7 -606.6 840.9
SABRE CORP SABREUR EU 5,176.7 -606.6 840.9
SABRE CORP SABREUR EZ 5,176.7 -606.6 840.9
SABRE CORP 19S GZ 5,176.7 -606.6 840.9
SBA COMM CORP 4SB GR 10,011.9 -5,398.7 -823.3
SBA COMM CORP SBAC US 10,011.9 -5,398.7 -823.3
SBA COMM CORP 4SB GZ 10,011.9 -5,398.7 -823.3
SBA COMM CORP 4SB TH 10,011.9 -5,398.7 -823.3
SBA COMM CORP SBACEUR EZ 10,011.9 -5,398.7 -823.3
SBA COMM CORP 4SB QT 10,011.9 -5,398.7 -823.3
SBA COMM CORP SBACEUR EU 10,011.9 -5,398.7 -823.3
SBA COMM CORP SBAC* MM 10,011.9 -5,398.7 -823.3
SBA COMMUN - BDR S1BA34 BZ 10,011.9 -5,398.7 -823.3
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SEAGATE TECHNOLO STXN MM 8,611.0 -351.0 602.0
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SEAGATE TECHNOLO 847 TH 8,611.0 -351.0 602.0
SEAGATE TECHNOLO 847 GR 8,611.0 -351.0 602.0
SEAGATE TECHNOLO STX4EUR EU 8,611.0 -351.0 602.0
SEAGATE TECHNOLO 847 GZ 8,611.0 -351.0 602.0
SEAGATE TECHNOLO STXH AV 8,611.0 -351.0 602.0
SEAGATE TECHNOLO 847 QT 8,611.0 -351.0 602.0
SEAGATE TECHNOLO STH TE 8,611.0 -351.0 602.0
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SEAWORLD ENTERTA W2L TH 2,396.6 -401.5 -168.3
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SEAWORLD ENTERTA W2L QT 2,396.6 -401.5 -168.3
SEAWORLD ENTERTA SEASEUR EU 2,396.6 -401.5 -168.3
SEAWORLD ENTERTA W2L GZ 2,396.6 -401.5 -168.3
SHELL MIDSTREAM SHLX US 2,231.0 -441.0 62.0
SILVER SPIKE-A SPKC/U CN 128.3 -6.7 0.6
SIRIUS XM HO-BDR SRXM34 BZ 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN SIRI US 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN RDO GR 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN RDO TH 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN SIRIEUR EU 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN RDO GZ 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN SIRI AV 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN SIRIEUR EZ 10,270.0 -3,579.0 -1,751.0
SIRIUS XM HOLDIN RDO QT 10,270.0 -3,579.0 -1,751.0
SIX FLAGS ENTERT 6FE GR 2,713.8 -537.3 -377.1
SIX FLAGS ENTERT SIX US 2,713.8 -537.3 -377.1
SIX FLAGS ENTERT SIXEUR EU 2,713.8 -537.3 -377.1
SIX FLAGS ENTERT 6FE QT 2,713.8 -537.3 -377.1
SIX FLAGS ENTERT 6FE TH 2,713.8 -537.3 -377.1
SKYX PLATFORMS C SKYX US 29.4 15.4 21.8
SLEEP NUMBER COR SL2 GR 940.8 -437.5 -725.6
SLEEP NUMBER COR SNBR US 940.8 -437.5 -725.6
SLEEP NUMBER COR SNBREUR EU 940.8 -437.5 -725.6
SLEEP NUMBER COR SL2 TH 940.8 -437.5 -725.6
SLEEP NUMBER COR SL2 QT 940.8 -437.5 -725.6
SLEEP NUMBER COR SL2 GZ 940.8 -437.5 -725.6
SMILEDIRECTCLUB SDC* MM 700.6 -258.5 237.4
SPLUNK INC S0U GR 5,209.6 -684.0 1,097.4
SPLUNK INC SPLK US 5,209.6 -684.0 1,097.4
SPLUNK INC S0U TH 5,209.6 -684.0 1,097.4
SPLUNK INC S0U GZ 5,209.6 -684.0 1,097.4
SPLUNK INC SPLKEUR EZ 5,209.6 -684.0 1,097.4
SPLUNK INC SPLKEUR EU 5,209.6 -684.0 1,097.4
SPLUNK INC SPLK* MM 5,209.6 -684.0 1,097.4
SPLUNK INC S0U QT 5,209.6 -684.0 1,097.4
SPLUNK INC SPLK-RM RM 5,209.6 -684.0 1,097.4
SPLUNK INC - BDR S1PL34 BZ 5,209.6 -684.0 1,097.4
SPRAGUE RESOURCE SRLP US 1,334.3 -95.2 -519.7
SQUARESPACE IN-A SQSP US 994.3 -42.1 -74.5
SQUARESPACE IN-A 8DT GR 994.3 -42.1 -74.5
SQUARESPACE IN-A 8DT GZ 994.3 -42.1 -74.5
SQUARESPACE IN-A SQSPEUR EU 994.3 -42.1 -74.5
SQUARESPACE IN-A 8DT TH 994.3 -42.1 -74.5
SQUARESPACE IN-A 8DT QT 994.3 -42.1 -74.5
STARBUCKS CORP SBUX* MM 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SRB GR 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SRB TH 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX US 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX AV 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUXEUR EU 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX TE 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX IM 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX CI 28,156.2 -8,658.9 -1,334.9
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STARBUCKS CORP SRB GZ 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUXEUR EZ 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP 0QZH LI 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX PE 28,156.2 -8,658.9 -1,334.9
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STARBUCKS CORP SBUXCL CI 28,156.2 -8,658.9 -1,334.9
STARBUCKS CORP SBUX_KZ KZ 28,156.2 -8,658.9 -1,334.9
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STONEMOR INC STON US 1,798.0 -174.7 106.4
STONEMOR INC 3V8 GR 1,798.0 -174.7 106.4
STONEMOR INC STONEUR EU 1,798.0 -174.7 106.4
SYMBOTIC INC SYM US 612.8 73.1 146.1
TELA BIO INC TELA US 51.3 -1.5 33.7
TEMPUR SEALY INT TPX US 4,404.4 -180.9 248.1
TEMPUR SEALY INT TPD GR 4,404.4 -180.9 248.1
TEMPUR SEALY INT TPXEUR EU 4,404.4 -180.9 248.1
TEMPUR SEALY INT TPD TH 4,404.4 -180.9 248.1
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TEMPUR SEALY INT TPX-RM RM 4,404.4 -180.9 248.1
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TRANSDIGM - BDR T1DG34 BZ 18,819.0 -2,968.0 4,964.0
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TRAVEL + LEISURE 0M1K LI 6,380.0 -903.0 513.0
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TRIUMPH GROUP TGI US 1,667.5 -805.3 341.5
TRIUMPH GROUP TG7 TH 1,667.5 -805.3 341.5
TRIUMPH GROUP TGIEUR EU 1,667.5 -805.3 341.5
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TUPPERWARE BRAND TUP GR 1,105.9 -159.1 127.3
TUPPERWARE BRAND TUP US 1,105.9 -159.1 127.3
TUPPERWARE BRAND TUP GZ 1,105.9 -159.1 127.3
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TUPPERWARE BRAND TUP1EUR EZ 1,105.9 -159.1 127.3
TUPPERWARE BRAND TUP QT 1,105.9 -159.1 127.3
UBIQUITI INC UI US 844.7 -382.9 310.6
UBIQUITI INC 3UB GR 844.7 -382.9 310.6
UBIQUITI INC UBNTEUR EU 844.7 -382.9 310.6
UBIQUITI INC 3UB TH 844.7 -382.9 310.6
UNISYS CORP USY1 TH 2,154.4 -98.5 308.3
UNISYS CORP USY1 GR 2,154.4 -98.5 308.3
UNISYS CORP UIS US 2,154.4 -98.5 308.3
UNISYS CORP UIS SW 2,154.4 -98.5 308.3
UNISYS CORP UISEUR EU 2,154.4 -98.5 308.3
UNISYS CORP USY1 GZ 2,154.4 -98.5 308.3
UNISYS CORP USY1 QT 2,154.4 -98.5 308.3
UNITI GROUP INC UNIT US 4,955.2 -2,075.2 0.0
UNITI GROUP INC 8XC GR 4,955.2 -2,075.2 0.0
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UNITI GROUP INC 8XC GZ 4,955.2 -2,075.2 0.0
UROGEN PHARMA LT URGN US 146.1 -40.9 121.6
UROGEN PHARMA LT UR8 GR 146.1 -40.9 121.6
UROGEN PHARMA LT URGNEUR EU 146.1 -40.9 121.6
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VECTOR GROUP LTD VGR US 994.6 -830.9 296.9
VECTOR GROUP LTD VGR GR 994.6 -830.9 296.9
VECTOR GROUP LTD VGREUR EU 994.6 -830.9 296.9
VECTOR GROUP LTD VGREUR EZ 994.6 -830.9 296.9
VECTOR GROUP LTD VGR TH 994.6 -830.9 296.9
VECTOR GROUP LTD VGR QT 994.6 -830.9 296.9
VECTOR GROUP LTD VGR GZ 994.6 -830.9 296.9
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VERISIGN INC VRS GR 1,744.4 -1,542.4 -46.6
VERISIGN INC VRSN US 1,744.4 -1,542.4 -46.6
VERISIGN INC VRSNEUR EU 1,744.4 -1,542.4 -46.6
VERISIGN INC VRS GZ 1,744.4 -1,542.4 -46.6
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W&T OFFSHORE INC UWV GR 1,439.8 -124.4 164.2
W&T OFFSHORE INC WTI1EUR EU 1,439.8 -124.4 164.2
W&T OFFSHORE INC WTI US 1,439.8 -124.4 164.2
W&T OFFSHORE INC UWV TH 1,439.8 -124.4 164.2
W&T OFFSHORE INC UWV GZ 1,439.8 -124.4 164.2
WAYFAIR INC- A W US 4,098.0 -2,145.0 242.0
WAYFAIR INC- A W* MM 4,098.0 -2,145.0 242.0
WAYFAIR INC- A 1WF QT 4,098.0 -2,145.0 242.0
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WAYFAIR INC- A WEUR EZ 4,098.0 -2,145.0 242.0
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WAYFAIR INC- A 1WF TH 4,098.0 -2,145.0 242.0
WAYFAIR INC- A WEUR EU 4,098.0 -2,145.0 242.0
WEBER INC - A WEBR US 1,721.7 -243.0 228.7
WEWORK INC-CL A WE* MM 19,638.0 -2,317.0 -889.0
WINGSTOP INC WING1EUR EU 411.0 -406.6 162.4
WINGSTOP INC WING US 411.0 -406.6 162.4
WINGSTOP INC EWG GR 411.0 -406.6 162.4
WINGSTOP INC EWG GZ 411.0 -406.6 162.4
WINMARK CORP WINA US 33.7 -60.4 9.6
WINMARK CORP GBZ GR 33.7 -60.4 9.6
WW INTERNATIONAL WW US 1,390.6 -456.1 57.2
WW INTERNATIONAL WW6 GR 1,390.6 -456.1 57.2
WW INTERNATIONAL WW6 TH 1,390.6 -456.1 57.2
WW INTERNATIONAL WW6 SW 1,390.6 -456.1 57.2
WW INTERNATIONAL WW6 GZ 1,390.6 -456.1 57.2
WW INTERNATIONAL WTWEUR EZ 1,390.6 -456.1 57.2
WW INTERNATIONAL WTW AV 1,390.6 -456.1 57.2
WW INTERNATIONAL WTWEUR EU 1,390.6 -456.1 57.2
WW INTERNATIONAL WW6 QT 1,390.6 -456.1 57.2
WW INTERNATIONAL WW-RM RM 1,390.6 -456.1 57.2
WYNN RESORTS LTD WYNN* MM 11,788.5 -1,374.3 753.9
WYNN RESORTS LTD WYNN US 11,788.5 -1,374.3 753.9
WYNN RESORTS LTD WYR GR 11,788.5 -1,374.3 753.9
WYNN RESORTS LTD WYR TH 11,788.5 -1,374.3 753.9
WYNN RESORTS LTD WYNNEUR EU 11,788.5 -1,374.3 753.9
WYNN RESORTS LTD WYR GZ 11,788.5 -1,374.3 753.9
WYNN RESORTS LTD WYNNEUR EZ 11,788.5 -1,374.3 753.9
WYNN RESORTS LTD WYR QT 11,788.5 -1,374.3 753.9
WYNN RESORTS LTD WYNN-RM RM 11,788.5 -1,374.3 753.9
YELLOW CORP YEL GR 2,503.9 -324.1 255.7
YELLOW CORP YELL US 2,503.9 -324.1 255.7
YELLOW CORP YEL1 TH 2,503.9 -324.1 255.7
YELLOW CORP YRCWEUR EZ 2,503.9 -324.1 255.7
YELLOW CORP YEL QT 2,503.9 -324.1 255.7
YELLOW CORP YRCWEUR EU 2,503.9 -324.1 255.7
YELLOW CORP YEL GZ 2,503.9 -324.1 255.7
YUM! BRANDS -BDR YUMR34 BZ 5,790.0 -8,568.0 246.0
YUM! BRANDS INC TGR TH 5,790.0 -8,568.0 246.0
YUM! BRANDS INC TGR GR 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUM US 5,790.0 -8,568.0 246.0
YUM! BRANDS INC TGR GZ 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUM* MM 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUMUSD SW 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUMEUR EZ 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUM AV 5,790.0 -8,568.0 246.0
YUM! BRANDS INC TGR TE 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUMEUR EU 5,790.0 -8,568.0 246.0
YUM! BRANDS INC TGR QT 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUM SW 5,790.0 -8,568.0 246.0
YUM! BRANDS INC YUM-RM RM 5,790.0 -8,568.0 246.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2022. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***