/raid1/www/Hosts/bankrupt/TCR_Public/221111.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, November 11, 2022, Vol. 26, No. 314
Headlines
6516 TOMMIE: Dec. 21 Public Auction for West Selma Property Set
96 WYTHE: Trustee Taps Bernstein Redo & Savitsky as License Counsel
A AND N DIAMOND: Court OKs Interim Cash Collateral Access
A&A INVESTMENT: Seeks to Hire Wise Law Firm PLC as Legal Counsel
A&D TESTS INC: Seeks to Hire Joyce W. Lindauer as Legal Counsel
ADVANCED GAS: Case Summary & 15 Unsecured Creditors
AEARO TECHNOLOGIES: Veterans Object to Kirkland Representation
AEMETIS INC: Incurs $69.8 Million Net Loss in Third Quarter
ALMOSTARANCH HOLDINGS: Gets OK to Hire Guidant Law PLC as Counsel
ALTERA INFRASTRUCTURE: Brookfield to Keep Control After Emergence
ALTERA INFRASTRUCTURE: Updates Altera Parent Equity Interests
BAR I LOGGING: Seeks to Tap Douglas Engell as Bankruptcy Counsel
BED BATH & BEYOND: EVP Rafeh Masood to Quit Next Month
BED BATH & BEYOND: Issues Shares in Exchange for Debt
BLACK DIAMOND: Cimarron Country Club Files for Chapter 11
BVM THE BRIDGES: Gets OK to Tap Segal, Cohen & Landis as Counsel
C&L DINERS: Files Emergency Bid to Use Cash Collateral
CALPLANT I: Wins $10.2MM DIP Financing from BOKF
CAMBER ENERGY: Discover Growth Ceases to be 5% Shareholder
CAMBER ENERGY: Investor Waives Rights to Receive Conversion Shares
CINEMA SQUARE: Has Deal on Cash Collateral Access
CITE LLC: Lender Seeks to Prohibit Cash Collateral Access
COSMOS HOLDINGS: Athanasios Kolefas Has 16.49% Stake as of Oct. 20
CRANE MAN: Seeks Cash Collateral Access
CROSSLINKS FAMILY: Hires Rountree Leitman Klein as Counsel
CUSTOM ALLOY: $786,750 DIP Loan from Electric Boat OK'd
DAVIDZON MEDIA: Jan. 5, 2023 Plan Confirmation Hearing Set
E-BOX LLC: Gets Approval to Tap William Watkins, III as Accountant
EAST END: Unsecureds Owed $30M Will Get 1% of Claims in Plan
ELLDAN CORP: Case Summary & 12 Unsecured Creditors
EMMANUEL HEALTH: Seeks to Hire Margaret McClure as Legal Counsel
ENDO INTERNATIONAL: Bid to Withhold Publication of POF Granted
ESSI LLC: Case Summary & 20 Largest Unsecured Creditors
F.R. ALEMAN: Voluntary Chapter 11 Case Summary
FAIRMONT ORTHOPEDICS: Seeks Cash Collateral Access Thru Jan 2023
FAST RADIUS: Seeks Cash Collateral Access
FINTHRIVE SOFTWARE: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
FIRST TO THE FINISH: Wins Cash Collateral Access Thru Nov 23
FREEDOM DRAIN: Wins Interim Use of Cash Collateral
GAUCHO GROUP: Effects 1-for-12 Reverse Common Stock Split
GENEVER HOLDINGS: Venue Transferred to Connecticut Bankr. Ct.
GIRARDI & KEESE: Calif. Bar Saw 205 Complaints Before Disbarment
GIRARDI & KEESE: Lawyers Escape Contempt in Lion Air Funds Case
H. I. D. INTERIORS: Fine-Tunes Plan Documents
HOLONG CS LLC: Seeks to Hire Joyce W. Lindauer Counsel
IBIO INC: Accelerates Transformation to AI-Powered Biotech
INTERPACE BIOSCIENCES: Extends Term of Pittsburgh Lease Until 2028
JM GLOBAL DISTRIBUTION: Hires Tang & Associates as Counsel
JOHNSON & JOHNSON: Kenneth Feinberg Plays Key Role in Cancer Suits
KOPIN CORP: Reports Revised Third Quarter Net Loss of $6.1 Million
LEVINSON & SANTORO: Voluntary Chapter 11 Case Summary
LHOTSE CIS LLC: Seeks to Tap Joyce W. Lindauer as Counsel
LIVEONE INC: Falls Short of Nasdaq Minimum Bid Price Requirement
LUCIEN H. MARIONEAUX JR: Move for Issuance of Stay Denied
LUMILEDS HOLDING: Plan Effective Date Occurred October 31
MANZELLA PROPERTIES: Case Summary & Four Unsecured Creditors
MAROVITCH CONCESSIONS: Taps Professional Management as Accountant
MIDWEST OVERNITE: Taps Blackman and Associates as Accountant
MO-PAT SUNRISE: Seeks to Hire Joyce W. Lindauer as Legal Counsel
MONDACO ASSOCIATES: Stuyvesant's Motion for New Trial Denied
MOUNTAIN PROVINCE: Fitch Lowers Issuer Default Rating to 'C'
NATIONAL CINEMEDIA: Falls Short of Nasdaq Bid Price Requirement
NEPTUNE BIDCO: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
NEXTPLAY TECHNOLOGIES: Thai Unit Gets US$400K Bridge Loan
NORTH FORK: Seeks to Hire MacConaghy & Barnier as Legal Counsel
NORTHCREST INC: Fitch Affirms 'BB+' Issuer Default Rating
NUMERICAL CONTROL: Files Subchapter V Case
NUZEE INC: Appoints Interim Chief Financial Officer
OFF-SPEC SOLUTIONS: Unsecureds Will Get 72% of Claims in 59 Months
PEGASUS MERGER: Fitch Assigns 'B(EXP)' LongTerm IDR, Outlook Stable
PEPPERONI GRILL: Seeks to Hire Caldwell & Riffee as Counsel
PEPPERONI GRILL: Seeks to Hire Lisa Wells as Manager
PEPPERONI GRILL: Seeks to Hire Michelle Steele as Bookkeeper
PEPPERONI GRILL: Seeks to Tap Joseph Caldwell as Bankruptcy Counsel
PHARMASTRATEGIES LLC: Case Summary & Seven Unsecured Creditors
PHUNWARE INC: Amends Bylaws to Reduce Meeting Quorum Requirement
PIPELINE HEALTH: Board Hires McDonald Hopkins as Special Counsel
PIPELINE HEALTH: Hires Ankura Consulting as Financial Advisor
PIPELINE HEALTH: Hires Arent Fox Schiff LLP as Special Counsel
PIPELINE HEALTH: Seeks to Hire Jackson Walker as Co-Counsel
PIPELINE HEALTH: Seeks to Hire Jefferies LLC as Investment Banker
PIPELINE HEALTH: Seeks to Hire Kirkland & Ellis as Counsel
PRECIPIO INC: To Hold Third Quarter Conference Call on Nov. 14
PUERTO RICO: Judge Warns Board as PREPA Debt Plan Deadline Nears
PWM PROPERTY: SL Green Convinces Judge to Reject Plan
QUOTIENT LIMITED: Effects Reverse Common Stock Split
QUOTIENT LTD: Perceptive Advisors, Two Others No Longer Own Shares
RAKKI LLC: Seeks Use of Cash Collateral
RUSSIAN MEDIA: Amends TD Bank Secured Claims Pay Details
SAMN LLC: Files Emergency Bid to Use Cash Collateral
SAMN LLC: Seeks to Hire Tran Singh LLP as Bankruptcy Counsel
SEARS HOLDINGS: KSI and Goldberger Debts Remain General Unsecured
SENSITIVE HOME: Case Summary & 20 Largest Unsecured Creditors
SHILO INN: Case Summary & Nine Unsecured Creditors
SITEK PRODUCTIONS: Wins Cash Collateral Access Thru Dec 8
SMART AND SASSY: Gets Approval to Hire Andrew Berg as Accountant
SOUND HOUSING: Court Approves Trustee's Disclosure Statement
SPARTAN POOLS: Unsecured Creditors to Split $65K over 3 Years
SPRING MOUNTAIN: Seeks to Hire Greenspoon Marder as Legal Counsel
SPRING MOUNTAIN: Taps Abbott & Kindermann as Real Estate Counsel
SPRING MOUNTAIN: Taps Allen Wine as Ordinary Course Professional
SPRING MOUNTAIN: Taps Cohen Tauber Spievack & Wagner as Counsel
SPRING MOUNTAIN: Taps Getzler Henrich to Provide CRO & Services
SPRING MOUNTAIN: Taps Jigsaw to Provide Winery Management Services
SPRING MOUNTAIN: Taps Stanzler Law Group as Litigation Counsel
ST. THERESE HEALTHCARE: Voluntary Chapter 11 Case Summary
STONEMOR INC: Completes Merger With Axar Subsidiary
STORED SOLAR: Bid to Use Cash Collateral Denied
STORED SOLAR: Committee Hires Drummond Woodsum as Counsel
STORED SOLAR: Court Okays Appointment of Chapter 11 Trustee
TEXSTAR COUNTRY STORE: Seeks Cash Collateral Access
TRANSPORTATION DEMAND: Reaches Agreement with Gillis & Parkview
TREES CORP: To Acquire Assets of GMC for $2.7M Cash
TROIKA MEDIA: Blue Torch Extends Limited Waiver Period
VIVAKOR INC: CEO to Get $1M Worth of Shares as Annual Salary
VPR BRANDS: Inks Deal to Sell $300K Future Receivables
WESTERN URANIUM: Grants 1.7M Stock Options to D&Os, Employees
WILLIAMS LAND: Hires Country Boys Auction as Valuation Consultant
WRIGHT AGENCY: Seeks to Hire Lawrence Willis as Legal Counsel
[^] BOOK REVIEW: The Story of The Bank of America
*********
6516 TOMMIE: Dec. 21 Public Auction for West Selma Property Set
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In accordance with applicable provisions of the Uniform Commercial
Code enacted in New York, the agent under certain loan agreement(s)
("secured party") will offer at public auction all member and other
equity interest in and 100% of the limited liability company
interests in 6516 Tommie Hotel LLC ("pledged securities"), which
entity, directly or indirectly owns, leases and operates the real
property located at 6516-6526 West Selma Avenue, Los Angeles,
California.
The public auction will be held on Dec. 21, 2022, at 12:00 p.m.
(EST), by remote auction via the Cisco WebEx Platform
All potential bidders will be required to comply all federal and
state securities laws in effect in respect of the submission of
bids and actual purchases of the pledged securities.
Interested parties must execute a standard confidentiality and
non-disclosure agreement. To review and execute the
confidentiality agreement, visit https://bit.ly/3sTSDOz.
For questions and inquiries, contact: Melissa Gugale of Eastdil
Secured at mgugale@eastdilsecured.com or Jasmine Khaneja of Milbank
LLP at jkhaneja@milbankcom
96 WYTHE: Trustee Taps Bernstein Redo & Savitsky as License Counsel
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Stephen Gray, the appointed trustee in the Chapter 11 case of 96
Wythe Acquisition LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Bernstein
Redo & Savitsky PC as special liquor license counsel.
Bernstein's services will include, but will not be limited to:
(a) oversee the trustee's applications to the New York Liquor
Authority (NYSLA), including a near-term Endorsement Application;
and
(b) prepare and file the renewal application for the Debtor's
liquor license at The Williamsburg Hotel.
The hourly rates of the firm's counsel and staff are as follows:
Partners/Counsel $430 - $575
Paralegals $190 - $200
In addition, the firm will seek reimbursement for expenses
incurred.
Donald Bernstein, Esq., a member at Bernstein Redo & Savitsky,
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:
Donald M. Bernstein, Esq.
Bernstein Redo & Savitsky, PC
1177 Avenue of the Americas, 5th Floor
New York, NY 10036
Telephone: (212) 651-3100
Email: Donald@brpclaw.com
About 96 Wythe Acquisition
96 Wythe Acquisition, LLC operates the Williamsburg Hotel, an
eight-story hotel located at 96 Wythe Ave., Brooklyn, N.Y.
96 Wythe Acquisition sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22108) on Feb. 23,
2021, disclosing zero assets and $79,990,206 in liabilities. CRO
David Goldwasser signed the petition.
Judge Sean H. Lane oversees the case.
The Debtor tapped Backenroth Frankel & Krinsky, LLP and Mayer
Brown, LLP as bankruptcy counsels; Fern Flomenhaft, PLLC as
insurance counsel; and B. Riley Advisory Services as litigation
support consultant. Getzler Henrich & Associates, LLC and Hilco
Real Estate, LLC serve as the Debtor's financial advisors.
Stephen Gray was appointed as Chapter 11 trustee. The trustee
tapped Togut, Segal & Segal, LLP; Fragomen Del Rey Bernsen & Loewy,
LLP; and Bernstein Redo & Savitsky PC as bankruptcy counsel,
special counsel, and special liquor license counsel, respectively.
Verdolino & Lowey PC is the trustee's tax accountant.
A AND N DIAMOND: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized A and N Diamond, Inc. to use the
cash collateral of Suntrust/Truist Bank on an interim basis in
accordance with the budget.
The Debtor requires the use of cash collateral to continue
operating the business and pay salaries.
As of the Petition Date, the Debtor was indebted to the Lender in
the approximate amount of $1.326 million. The Debtor's obligation
is evidenced by a Promissory Note, Security Agreement, Financing
Statement, and Chattel Mortgage executed on April 18, 2018,
pursuant to which the Lender provided funds to the Debtor.
As adequate protection, the Lender is granted a replacement lien to
the same nature, priority, and extent that the Lender may have had
immediately prior to the date that this case was commenced nunc pro
tunc to the Petition Date. Further, the Lender is granted a
replacement lien and security interest on property of the
bankruptcy estate to the same extent and priority as that which
existed pre-petition on all of the cash accounts, accounts
receivable and other assets and property acquired by the Debtor's
estate or by the Debtor on or after the Petition. The replacement
lien in the Post-Petition Collateral will be deemed effective,
valid and perfected as of the Petition Date, without the necessity
of filing with any entity of any documents or instruments otherwise
required to be filed under applicable non-bankruptcy law.
The Debtor is ordered to pay Adequate Protection payments as
follows:
a. $0 per month to the Lender commencing November 1, 2022, and
on the 1st of the month thereafter or further Court Order;
b. All other UCC-1 receivable lenders will receive no adequate
protection at this time.
As additional adequate protection of the Lender's interest in the
cash collateral, the Debtor will (a) maintain all necessary
insurance coverage on the Lender's collateral and under no
circumstances will the Debtor allow its insurance coverage to
lapse, (b) continue to pay such monthly insurance payment in a
timely manner, and (c) within two days of the request of the
Lender, the Debtor will provide to the Lender's counsel a written
statement supported by evidence of Debtor's compliance with the
foregoing.
The Debtor will pay $1,000 to the SubChapter V Trustee prior to the
continued cash collateral hearing scheduled on November 16, 2022.
The Debtor's authority to use the cash collateral will terminate
immediately and upon the earlier of (a) order of the Court; (b) the
conversion of the case to a Chapter 7 case or the appointment of a
Chapter 11 trustee without the consent of the Lender; (c) the entry
of an Order that alters the validity or priority of the replacement
liens granted to the Bank; (d) the Debtor ceasing to operate all
or substantially all of its business; (e) the entry of an order
granting relief from the automatic stay that allows any entity to
proceed against any material assets of the Debtor that constitute
cash collateral; (f) the entry of an Order authorizing a security
interest under section 364(c) or 364(d) of the Bankruptcy Code in
the collateral to secure any credit obtained or debt incurred that
would be senior to or equal to the replacement lien; or (g) the
dismissal of the Chapter 11 case.
A continued hearing on the matter is set for November 16 at 9:30
a.m.
A copy of the order is available at https://bit.ly/3TotZAq from
PacerMonitor.com.
About A and N Diamond, Inc.
A and N Diamond, Inc. owns express lube and car wash business
located in Brunswick, Ga., valued at $588,700. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
M.D. Fla. Case No. 22-01859) on September 14, 2022. In the petition
signed by Elia Hawara, president, the Debtor disclosed $598,773 in
assets and $2,369,348 in liabilities.
Judge Jacob A. Brown oversees the case.
Brian K. Mickler, Esq., at Law Offices of Micker and Mickler, LLP,
is the Debtor's counsel.
A&A INVESTMENT: Seeks to Hire Wise Law Firm PLC as Legal Counsel
----------------------------------------------------------------
A&A Investment LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to employ the Wise Law Firm
PLC as its counsel.
The firm will render these services:
(a) advise and consult with the Debtor concerning questions
arising in the conduct of the administration of the estate and its
rights and remedies with regard to the estate's assets and the
claims of secured, preferred and unsecured creditors and other
parties in interest;
(b) appear for, prosecute, defend and represent the Debtor's
interest in suits arising in or related to this case;
(c) assist in the preparation of legal papers;
(d) negotiate with creditors and parties in interest in this
case;
(e) prepare, file and obtain a confirmation of a plan of
reorganization; and
(f) assist in such other matters as the Debtor may require.
In October 2022, the firm received a retainer in the amount of
$36,092.26 from the Debtor.
The firm's counsel and staff will be billed as follows:
Joseph Langone, Esq. $375
Associate $225
Paralegal $175
Mr. Langone 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:
Joseph M. Langone, Esq.
Wise Law Firm PLC
10640 Page Avenue, Suite 320
Fairfax, VA 22030
Telephone: (703) 579-5724
Facsimile: (703) 934-6379
Email: jlangone@wiselaw.pro
About A&A Investment
A&A Investment LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 22-11373) on Oct. 13,
2022. In the petition signed by its corporate officer, Carla
Aranibar, the Debtor disclosed up to $10 million in assets and up
to $50,000 in liabilities. Joseph M. Langone, Esq., at the Wise Law
Firm PLC serves as the Debtor's counsel.
A&D TESTS INC: Seeks to Hire Joyce W. Lindauer as Legal Counsel
---------------------------------------------------------------
A&D Tests, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to employ Joyce W. Lindauer Attorney,
PLLC as its legal counsel.
The Debtor requires legal assistance to effectuate a
reorganization, propose a plan of reorganization, and effectively
move forward in its Chapter 11 proceeding.
The firm will be paid at these rates:
Joyce W. Lindauer, Esq. $450 per hour
Austin Taylor, Associate $275 per hour
Sydney Ollar, Associate Attorney $250 per hour
Larry Boyd, Law Clerk $195 per hour
Dian Gwinnup, Paralegal $195 per hour
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer of $9,238, which included the filing
fee of $1,738, from Teresa L. Siefker, an employee of the Debtor.
Joyce Lindauer, Esq., the owner of the firm, disclosed in a court
filing that her firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.com
About A&D Tests
A&D Tests, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-60436) on October 3,
2022. In the petition signed by Clanci Mitchell, vice president,
the Debtor disclosed up to $500,000 in both assets and
liabilities.
Judge Michael M. Parker oversees the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is
the Debtor's counsel.
ADVANCED GAS: Case Summary & 15 Unsecured Creditors
---------------------------------------------------
Debtor: Advanced Gas Product Inc.
7552 Reynolds Cir.
Huntington Beach, CA 92647
Business Description: Advanced Gas Products in Huntington Beach,
California, is a locally owned and family-
operated packaged gas and welding supply
dealer.
Chapter 11 Petition Date: November 9, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-11918
Debtor's Counsel: Angela Schmidt, Esq.
LAW OFFICE OF ANGELA SCHMIDT
628 18th St.
Huntington Beach, CA 92648-3808
Tel: (714) 390-3766
Email: angelainternational@mail.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael J. Allen, chief executive
officer.
A copy of the Debtor's list of 15 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/4ROTVQI/Advanced_Gas_Product_Inc__cacbke-22-11918__0001.1.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4V6VOSI/Advanced_Gas_Product_Inc__cacbke-22-11918__0001.0.pdf?mcid=tGE4TAMA
AEARO TECHNOLOGIES: Veterans Object to Kirkland Representation
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A group of veterans is objecting to Aearo Technologies' decision to
tap Kirkland & Ellis as its bankruptcy counsel on grounds that the
law firm's representation of Aearo parent company 3M presents
"irreconcilable conflict."
Their objection, filed Nov. 2, 2022, in the US Bankruptcy Court for
the Southern District of Indiana, followed a similar objection
filed Oct. 21 by the Justice Department's bankruptcy watchdog, the
US Trustee, according to Bloomberg.
"There is an irreconcilable conflict at the heart of these Cases --
K&E conceived of and implemented these Cases in its capacity as
counsel to 3M Company, the Debtors' ultimate parent and
equityholder. It was K&E's work as counsel to 3M in a "litigation
risk management" matter code-named "Project Crane" -- which is not
disclosed in the Application or supporting declaration -- that led
to the filing of these Cases. K&E, in its capacity as counsel to
3M, developed the strategy of putting the Debtors into bankruptcy,
seeking a preliminary injunction to stay CAEv2 litigation against
3M, and attempting to resolve 3M's CAEv2 liability via non-debtor
releases and a permanent injunction in a plan funded by 3M. To that
end, K&E (then on behalf of 3M) drafted the single most important
document in these Cases -- the Funding Agreement. In that
document, 3M makes an uncapped commitment to fund creditor claims
and the costs of these Cases, thereby further enmeshing K&E in a
conflict of interest between its two concurrent clients," the Tort
Claimants said in court filings.
"The Debtors are asking this Court to approve their retention of
K&E as bankruptcy counsel to the Debtors notwithstanding that K&E
has served, and continues to serve, as counsel to 3M in other
matters and as counsel to the 3M and the Debtors for years in the
very same ongoing tort litigation that the Debtors filed these
Cases to address. As the Court is aware, K&E concurrently
represents 3M and the Debtors in tort litigation and related
Eleventh Circuit appeals arising from the use of Combat Arms
Earplugs Version 2 ("CAEv2") by hundreds of thousands of active
duty service members, veterans, military contractors, and
civilians. That concurrent representation continues today, even
after the filing of these Cases."
About Aearo Technologies
Aearo Technologies -- https://earglobal.com/en -- is a 3M company
that designs, manufactures, and sells personal protection
equipment. The Company offers prescription and non-prescription
safety eye wear, face shields, hard hats, and respirators. Aearo
serves customers worldwide.
To address claims related to the Combat Arms Earplugs Version 2,
Aearo Technologies LLC and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case
No. 22-02890) on July 26, 2022. In the petition filed by John R.
Castellano, as authorized signatory, Aearo Technologies estimated
assets and liabilities between $1 billion and $10 billion each.
3M is not a debtor in the Chapter 11 cases. 3M has committed $1
billion to fund a trust allocated for Combat Arms claims.
Kirkland & Ellis LLP is serving as legal counsel and AlixPartners
LLP is serving as restructuring advisor to Aearo Technologies. Ice
Miller LLP, is serving as bankruptcy co-counsel to the Debtors.
Kroll is the claims agent.
PJT Partners is serving as financial advisor and White & Case LLP
is serving as legal counsel to 3M.
AEMETIS INC: Incurs $69.8 Million Net Loss in Third Quarter
-----------------------------------------------------------
Aemetis, Inc. announced its financial results for the three and
nine months ended Sept. 30, 2022.
For the three months ended Sept. 30, 2022, Aemetis reported a net
loss of $69.84 million on $71.83 million of revenues compared to a
net loss of $17.60 million on $49.89 million of revenues for the
three months ended Sept. 30, 2021.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $88.35 million on $189.78 million of revenues compared
to a net loss of $46.27 million on $147.58 million of revenues for
the nine months ended Sept. 30, 2021.
As of Sept. 30, 2022, the Company had $198.87 million in total
assets, $186.09 million in total current liabilities, $200.67
million in total long term liabilities, and a total stockholders'
deficit of $187.89 million.
Cash at the end of the third quarter of 2022 was $251,000, compared
to $7.8 million at the close of the fourth quarter of 2021.
Investments in capital projects of $13.7 million were made during
the third quarter of 2022 further highlighting the Company's
commitment to build ultra-low carbon projects.
"We are pleased with the milestones accomplished during 2022,
including the transfer to Aemetis of operational management of the
125-acre Riverbank Industrial Complex for our sustainable aviation
fuel (SAF) and renewable diesel (RD) plant projects; the purchase
of 24 acres at the Riverbank site for carbon capture and
sequestration injection wells; and completion of off-take
agreements for $3.8 billion of sustainable aviation fuel with major
airlines and $3.2 billion of renewable diesel to fully contract the
SAF/RD plant volumes for project financing," said Eric McAfee,
Chairman and CEO of Aemetis. "The Aemetis Biogas RNG project is on
schedule for an expected Q1 2023 In Service acceptance of several
components of the project, including: five additional dairy
digesters; the Aemetis 40-mile biogas pipeline is completing
construction and testing; the centralized biogas-to-RNG production
facility is now in test and commissioning; and the RNG gas pipeline
interconnection with PG&E is currently being tested," added McAfee.
"Importantly, we closed and received funding of about $50 million
from two lower-interest-rate credit facilities that provide up to
$100 million of new financing in the aggregate, subject to
availability terms, to fund the pre-project financing of the carbon
reduction projects at the Keyes ethanol plant and to fund the
pre-project financing of land, engineering, permitting, test wells
and related equipment for the renewable jet/diesel plant and the
pre-project financing of two CO2 sequestration wells," McAfee
stated.
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/738214/000165495422014623/amtx_ex991.htm
About Aemetis
Headquartered in Cupertino, California, Aemetis, Inc. --
http://www.aemetis.com-- is an international renewable natural
gas, renewable fuels and byproducts company focused on the
acquisition, development and commercialization of innovative
technologies that replace traditional petroleum-based products.
The Company operates in two reportable geographic segments: "North
America" and "India."
Aemetis reported a net loss of $47.15 million for the year ended
Dec. 31, 2021, compared to a net loss of $36.66 million for the
year ended Dec. 31, 2020. As of June 30, 2022, the Company had
$178.45 million in total assets, $60.36 million in total current
liabilities, $240.80 million in total long-term liabilities, and a
total stockholders' deficit of $122.71 million.
ALMOSTARANCH HOLDINGS: Gets OK to Hire Guidant Law PLC as Counsel
-----------------------------------------------------------------
Almostaranch Holdings, LLC received approval from the U.S.
Bankruptcy Court for the District of Arizona to employ Guidant Law
PLC as bankruptcy counsel.
Guidant Law will render these services:
(a) advise the Debtor with respect to all legal matters in
connection with the continued operation of its business;
(b) reject executory contracts;
(c) make new contracts;
(d) prepare pleadings and applications;
(e) develop the relationship of the status of the Debtor to
the claims of creditors;
(f) advise the Debtor of its rights, duties and obligations in
this Chapter 11 case;
(g) take all necessary action incident to the proper
preservation and administration of the bankruptcy estate; and
(h) advise the Debtor in the formulation and presentation of a
plan of reorganization pursuant to Chapter 11 of the Bankruptcy
Code.
The hourly rates of the firm's counsel and staff are as follows:
Gary Michael Smith, Attorney $400
J. Phillip Glassrock, Attorney $430
Sam Saks, Attorney $415
D. Lamar Hawkins, Attorney $475
Scott T. Jensen, Attorney $425
JoAnn Falgout, Associate Attorney $350
Stephen Cundiff, Associate Attorney $285
Senior Paralegal $150
Paralegal $125
Clerk 1 $100
Clerk 2 $90
Clerk 3 $80
The Debtor will pay the firm a deposit fee of $10,000 plus the
filing fee of $1,167.
D. Lamar Hawkins, Esq., an attorney at Guidant Law, 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:
D. Lamar Hawkins, Esq.
JoAnn Falgout, Esq.
Guidant Law PLC
402 E. Southern Ave.
Tempe, AZ 85282
Telephone: (602) 888-9229
Facsimile: (480) 725-0087
Email: lamar@guidant.law
joann.falgout@guidant.law
About Almostaranch Holdings
Almostaranch Holdings, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 22-07236) on
Oct. 27, 2022. In the petition signed by Jay Kentera, member, the
Debtor disclosed up to $1 million in both assets and liabilities.
Guidant Law PLC serves as the Debtor's counsel.
ALTERA INFRASTRUCTURE: Brookfield to Keep Control After Emergence
-----------------------------------------------------------------
Altera Infrastructure won court approval of its bankruptcy plan,
which allows Brookfield Asset Management to retain ownership of the
company by swapping debt for equity.
According to Bloomberg, US Bankruptcy Judge Marvin Isgur in a
hearing said he would sign off on the plan pending creditor review
of some last-minute additions to the underlying documents.
The Debtors won approval Nov. 4, 2022, of a Plan that will
deleverage the Debtors' balance sheet by equitizing more than $1
billion in junior debt obligations, pay administrative and priority
claims in full, and render general unsecured claims at subsidiary
debtors unimpaired.
The Debtors sought Chapter 11 protection after reaching an
agreement with Brookfield (in its capacity as equity sponsor and
holder of 100% of the IntermediateCo Obligations) and 71% of the
bank lenders on terms of the Debtors' restructuring. Brookfield
agreed to equitize $769 million of IntermediateCo Obligations in
exchange for 100% of the common equity in reorganized Altera
Parent. Holders of Altera Parent unsecured notes were to receive
5-year warrants convertible into a portion of 7.6% of new common
stock.
The Plan was later amended to provide for the unsecured bondholders
to share up to 13% of the post-bankruptcy stock in Altera as well
as rights to buy additional stock, part of a compromise struck in
mediation late last September 2022. Brookfield, as holder of the
IntermediateCo Notes, will receive (x) 87% of the new common stock
of Altera, subject to dilution on account of the management
incentive plan, the new warrants, and the rights offering, and (y)
100% of the new GP common stock.
The Debtors will conduct a rights offering for new common stock in
an aggregate amount up to $96.51 million. The new common stock
purchased pursuant to the rights offering will be at a 40% discount
to settlement plan equity value of $363 million.
About Altera Infrastructure L.P.
Westhill, United Kingdom-based Altera Infrastructure L.P. (NYSE:
ALIN-A) is a global energy infrastructure services partnership
primarily focused on the ownership and operation of critical
infrastructure assets in the offshore oil regions of the North Sea,
Brazil and the East Coast of Canada. Altera has consolidated assets
of approximately $3.8 billion comprised of 44 vessels, including
floating production, storage and offloading (FPSO) units, shuttle
tankers, floating storage and offtake (FSO) units, long-distance
towing and offshore installation vessels and a unit for maintenance
and safety (UMS). The majority of Altera's fleet is employed on
medium-term, stable contracts.
After agreeing to a debt-for-equity plan with bank lenders and
owner Brookfield, Altera Infrastructure LP and 37 affiliates sought
Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90130) on
Aug. 12, 2022. Judge Marvin Isgur oversees the cases.
As of the petition date, the Debtors were liable for approximately
$1.6 billion in aggregate principal amount of funded debt.
Kirkland & Ellis LLP, Jackson Walker LLP, and Quinn Emanuel
Urquhart & Sullivan LLP serve as the Debtors' lead counsel, local
counsel, and special counsel, respectively. The Debtors also
tapped Evercore Group LLC as investment banker and
PricewaterhouseCoopers LLP as tax compliance, tax consulting, and
accounting advisory services provider. David Rush, senior managing
director at FTI Consulting, Inc., serves as restructuring advisor
to the Debtors. Stretto is the claims agent.
The DIP Lenders are represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP, as counsel to the DIP Lenders, Ducera Partners LLC,
as financial advisor, and Porter & Hedges LLP, as their Texas
counsel.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors on Aug. 22, 2022. The unsecured creditors
committee tapped Friedman Kaplan Seiler & Adelman, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsel; and
AlixPartners, LLP as financial advisor.
A committee of coordinators was appointed under and as defined in
the appointment letter originally dated May 6, 2022, among Altera
Infrastructure LP and each member of the CoCom. The CoCom is
represented by Norton Rose Fulbright US, LLP and Norton Rose
Fulbright, LLP as legal counsel and PJT Partners (UK) Ltd. As
financial advisor.
The Noteholder Ad Hoc Group tapped Vinson & Elkins LLP and
Wachtell, Lipton, Rosen & Katz as its attorneys.
ALTERA INFRASTRUCTURE: Updates Altera Parent Equity Interests
-------------------------------------------------------------
Altera Infrastructure L.P., et al., submitted a Third Amended Joint
Chapter 11 Plan of Reorganization dated November 3, 2022.
The Debtors propose this joint chapter 11 plan of reorganization
for the resolution of the outstanding claims against, and equity
interests in, the Debtors.
Class 13 consists of all Existing Common Equity Interests in Altera
Parent. On the Effective Date, each Existing Common Equity Interest
in Altera Parent shall be cancelled, released, and extinguished
without any distribution, and will be of no further force or
effect, and each holder of an Existing Common Equity Interest in
Altera Parent shall not receive or retain any distribution,
property, or other value on account of its Existing Common Equity
Interest in Altera Parent. Class 13 is Impaired under the Plan.
Like in the prior iteration of the Plan, each holder of a General
Unsecured Claim at Debtors other than Altera Parent and Altera
Finance Corp. shall receive, at the Debtors' option and with the
consent of the Consenting Sponsor: (a) payment in full in Cash; (b)
reinstatement pursuant to section 1124 of the Bankruptcy Code; or
(c) such other treatment rendering such Claim unimpaired in
accordance with section 1124 of the Bankruptcy Code.
Each of the Credit Agreement Claims shall be Allowed in the
following principal amounts (which, for avoidance of doubt, does
not include accrued and unpaid interest, fees, costs, and expenses
as of the Petition Date): (a) Credit Agreement Claims arising under
or in connection with the Knarr Facility, $290,624,999.90; (b)
Credit Agreement Claims arising under or in connection with the
Petrojarl I Facility, $43,750,000.00; (c) Credit Agreement Claims
arising under or in connection with the Gina Krog Facility,
$52,026,864.56; (d) Credit Agreement Claims arising under or in
connection with the Suksan Salamander Facility, $12,500,000.00; (e)
Credit Agreement Claims arising under or in connection with the
Arendal Facility, $8,500,000.00; (f) Credit Agreement Claims
arising under or in connection with the 6x ALP Facility,
$42,544,000.00; and (g) Credit Agreement Claims arising under or in
connection with the 4x ALP Facilities, $101,705,413.00.
The Debtors and the Reorganized Debtors, as applicable, shall fund
distributions under the Plan with: (1) Cash on hand, including Cash
from operations, the DIP Facility, and the proceeds of the Rights
Offering; (2) the New Common Stock; (3) the New GP Common Stock and
(4) the New Warrants, as applicable.
A full-text copy of the Third Amended Joint Plan dated November 3,
2022, is available at https://bit.ly/3EgZI2a from PacerMonitor.com
at no charge.
Proposed Co-Counsel to the Debtors:
Matthew D. Cavenaugh, Esq.
Kristhy M. Peguero, Esq.
Rebecca Blake Chaikin, Esq.
Victoria N. Argeroplos, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
E-mail: mcavenaugh@jw.com
kpeguero@jw.com
rchaikin@jw.com
vargeroplos@jw.com
- and -
Joshua A. Sussberg, Esq.
Brian Schartz, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: joshua.sussberg@kirkland.com
brian.schartz@kirkland.com
- and -
John R. Luze, Esq.
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: john.luze@kirkland.com
About Altera Infrastructure L.P.
Westhill, United Kingdom-based Altera Infrastructure L.P. (NYSE:
ALIN-A) is a global energy infrastructure services partnership
primarily focused on the ownership and operation of critical
infrastructure assets in the offshore oil regions of the North Sea,
Brazil and the East Coast of Canada. Altera has consolidated assets
of approximately $3.8 billion comprised of 44 vessels, including
floating production, storage and offloading (FPSO) units, shuttle
tankers, floating storage and offtake (FSO) units, long-distance
towing and offshore installation vessels and a unit for maintenance
and safety (UMS). The majority of Altera's fleet is employed on
medium-term, stable contracts.
After agreeing to a debt-for-equity plan with bank lenders and
owner Brookfield, Altera Infrastructure LP and 37 affiliates sought
Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90130) on
Aug. 12, 2022. Judge Marvin Isgur oversees the cases.
As of the petition date, the Debtors were liable for approximately
$1.6 billion in aggregate principal amount of funded debt.
Kirkland & Ellis LLP, Jackson Walker LLP, and Quinn Emanuel
Urquhart & Sullivan LLP serve as the Debtors' lead counsel, local
counsel, and special counsel, respectively. The Debtors also
tapped Evercore Group LLC as investment banker and
PricewaterhouseCoopers LLP as tax compliance, tax consulting, and
accounting advisory services provider. David Rush, senior managing
director at FTI Consulting, Inc., serves as restructuring advisor
to the Debtors. Stretto is the claims agent.
The DIP Lenders are represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP, as counsel to the DIP Lenders, Ducera Partners LLC,
as financial advisor, and Porter & Hedges LLP, as their Texas
counsel.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors on Aug. 22, 2022. The unsecured creditors
committee tapped Friedman Kaplan Seiler & Adelman, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsel; and
AlixPartners, LLP as financial advisor.
A committee of coordinators was appointed under and as defined in
the appointment letter originally dated May 6, 2022, among Altera
Infrastructure LP and each member of the CoCom. The CoCom is
represented by Norton Rose Fulbright US, LLP and Norton Rose
Fulbright, LLP as legal counsel and PJT Partners (UK) Ltd. As
financial advisor.
The Noteholder Ad Hoc Group tapped Vinson & Elkins LLP and
Wachtell, Lipton, Rosen & Katz as its attorneys.
BAR I LOGGING: Seeks to Tap Douglas Engell as Bankruptcy Counsel
----------------------------------------------------------------
Bar I Logging, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Mississippi to employ the Law Offices
of Douglas M. Engell, Inc. as its counsel.
The firm will render these services:
(a) advise and consult with the Debtor regarding questions
arising from certain contract negotiations which will occur during
the operation of its business;
(b) evaluate and attack claims of various creditors who may
assert security interests in the assets and who may seek to disturb
the continued operation of the Debtor;
(c) appear in, prosecute, or defend suits and proceedings, and
to take all necessary and proper steps and other matters and things
involved in or connected with the affairs of the estate of the
Debtor;
(d) represent the Debtor in court hearings and to assist in
the preparation of legal papers;
(e) advise and consult with the Debtor in connection with any
reorganization plan; and
(f) perform such other legal services on behalf of the Debtor
as they become necessary in this proceeding.
The hourly rates of the firm's counsel and staff are as follows:
Douglas M. Engell, Esq. $395
Paralegals $110
The firm received a retainer fee of $14,762 from the Debtor.
Douglas M. Engell, Esq., an attorney at the Law Offices of Douglas
M. Engell, 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:
Douglas M. Engell, Esq.
Law Offices of Douglas M. Engell, Inc.
P.O. Box 309
Marion, MS 39342
Telephone: (601) 693-6311
Email: dengell@dougengell.com
About Bar I Logging
Bar I Logging, LLC filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Miss. Case No. 22-51261) on Oct. 31, 2022, with up to $500,000
in both assets and liabilities. Judge Katharine M. Samson oversees
the case. The Law Offices of Douglas M. Engell, Inc. serves as the
Debtor's counsel.
BED BATH & BEYOND: EVP Rafeh Masood to Quit Next Month
------------------------------------------------------
Rafeh Masood, executive vice president, chief customer & technology
officer of Bed Bath & Beyond Inc., notified the Company of his
resignation effective as of Dec. 2, 2022.
Mr. Masood's resignation was not the result of any disagreement
with the Company on any matter relating to the Company's
operations, policies or practices or financial statements, as
disclosed in a Form 8-K filed with the Securities and Exchange
Commission.
About Bed Bath & Beyond
Bed Bath & Beyond Inc. and subsidiaries is an omnichannel retailer
selling a wide assortment of merchandise in the Home, Baby, Beauty
& Wellness markets and operate under the names Bed Bath & Beyond,
buybuy BABY, and Harmon, Harmon Face Values. The Company also
operates Decorist, an online interior design platform that provides
personalized home design services.
The Company reported a net loss of $559.62 million for the fiscal
year ended Feb. 26, 2022, a net loss of $150.77 million for the
year ended Feb. 27, 2021, and a net loss of $613.82 million for the
year ended Feb. 29, 2020. As of Aug. 27, 2022, the Company had
$4.66 billion in total assets, $5.24 billion in total liabilities,
and a total shareholders' deficit of $577.65 million.
* * *
As reported by the TCR on Oct. 20, 2022, S&P Global Ratings lowered
its issuer credit rating on Union, N.J.-based specialty home
retailer Bed Bath & Beyond Inc. (BBBY) to 'CC' from 'CCC'. This
action follows the Company's announcement of exchange offers for
its outstanding unsecured notes due 2024, 2034, and 2044. S&P
views the proposed exchanges as distressed.
Also in October 2022, Moody's Investors Service downgraded Bed Bath
& Beyond Inc.'s corporate family rating to Ca from Caa2. "The
downgrades reflects governance considerations which include the
company's announcement that it may pursue liability transactions
which Moody's would likely view as a distressed exchange to address
its $284 million of senior unsecured notes due in August 2024 in
light of the continuing pressures on Bed Bath's operations and
credit metrics," said Christina Boni, senior vice president.
BED BATH & BEYOND: Issues Shares in Exchange for Debt
-----------------------------------------------------
Bed Bath & Beyond Inc. (NASDAQ: BBBY) on Nov. 9, 2022, announced
that it has entered into a privately negotiated exchange agreement
with an existing holder of its 4.915% Senior Notes due 2034 (the
"2034 notes") and 5.165% Senior Notes due 2044 (the "2044 notes").
The existing holder owns $9.5 million aggregate principal amount of
2034 notes and $22.0 million aggregate principal amount of 2044
notes. Bed Bath & Beyond will issue an aggregate of 2.8 million
shares of common stock to the existing holder, consisting of the
issuance of (a) 1.8 million shares in exchange for the exchange
notes, (b) 0.1 million shares in satisfaction of including accrued
and unpaid interest thereon the exchange notes, and (c) 0.9 million
shares in exchange for a cash payment from the existing holder of
$3.5 million.
Sue Gove, Bed Bath & Beyond's President and CEO said, "We continue
to demonstrate progress towards securing a stronger financial
position and enabling our strategic repositioning to better serve
our customers and gain market share. Today's announcement outlines
a strong framework and compelling opportunity to improve our
balance sheet and liquidity by reducing long-term debt, lowering
interest expense, and adding an infusion of new capital for equity.
This transaction, in conjunction with our overall enhanced
liquidity via our ABL Facility, FILO and current ATM program,
underscores our ability to achieve greater stability and
flexibility in our business. We remain committed to capturing
value for our financial stakeholders and appreciate the support of
our holders as we execute our turnaround plans."
3.749% Notes
Bloomberg News reported Nov. 3, 2022, that a group of Bed Bath &
Beyond creditors is seeking better terms on part of a bond swap the
retailer proposed last month in a bid to reduce its debt load,
according to people with knowledge of the matter. Members of the
group hold more than 30% of the company's 3.749% notes due 2024 are
asking for changes to the swap as a condition of participation,
according to the people, who asked not to be named discussing
private communications. Their requests include a higher exchange
price on a class of new second-lien 2027 notes the company is
offering.
Some Vendors Still Halt Shipments
After securing financing, and just days after hosting around 500
vendors for a summit outlining its new strategy, some suppliers say
they are restricting or halting shipments, Bloomberg reported Nov.
4.
During the recent vendor summit, newly named Bed Bath & Beyond CEO
Sue Gove outlined the company's plans for reversing its years-long
revenue declines, which includes closing stores, trimming staff and
returning to a national brand focus.
One of the main issues Gove addressed during the meeting was
overdue payments to suppliers, saying the company had recently
caught up on those bills. One source of funding for merchandise
shipments is the $500 million Bed Bath & Beyond secured in
financing for incremental liquidity, including an expanded
asset-based loan facility of $1.13 billion and $375 million in the
form of a first-in, last-out loan.
But suppliers speaking anonymously to Bloomberg said they were
disappointed by the meeting, saying Bed Bath & Beyond simply
reiterated what they'd already said publicly.
According to a report from Bloomberg, Dbest Products Inc. -- which
has sold its rolling carts to the retailer for more than a decade
-- and longtime kitchen storage product supplier YouCopia both
halted merchandise shipments to the embattled retailer.
"We requested to alter our payment terms to payment in advance and
they said no-- politely," Dbest Products CEO Richard Elden told
Bloomberg. "We'd rather keep our product for customers that we
expect will pay us with no issues and no problems."
Bankruptcy Near?
"I'm not surprised by the vendor announcement, and I expect Bed
Bath & Beyond to file for chapter 11 before the end of the year,"
Drew McManigle, founder and CEO of MACCO told the Troubled Company
Reporter, in reaction to the Bloomberg report.
"In fact, the company has already retained bankruptcy counsel and
petitions are most likely already drafted. To this point, Bed Bath
& Beyond management has tried to run out the clock and avoid
bankruptcy, but vendors are rightfully upset and this is a
devastating blow heading into one of the most important shopping
seasons of the year where it seems they may have trouble even
stocking their shelves. One of the most poignant parts of this
news was that a vendor of more than 10 years was now asking for
full payment upfront. The fact of the matter is that Bed Bath &
Beyond has had years to change their focus and reacquire relevancy
in today's shopping market, but they did not act quickly enough."
About Bed Bath & Beyond Inc.
The Union, NJ-based Bed Bath & Beyond Inc., together with its
subsidiaries, is an omnichannel retailer selling a wide assortment
of merchandise in the Home, Baby, Beauty & Wellness markets and
operates under the names Bed Bath & Beyond, buybuy BABY, and
Harmon, Harmon Face Values. The Company also operates Decorist, an
online interior design platform that provides personalized home
design services.
The Company reported a net loss of $559.62 million for the fiscal
year ended Feb. 26, 2022, a net loss of $150.77 million for the
year ended Feb. 27, 2021, a net loss of $613.82 million for the
year ended Feb. 29, 2020, and a net loss of $137.22 million for the
year ended March 2, 2019. As of May 28, 2022, the Company had
$4.94 billion in total assets, $5.16 billion in total liabilities,
and a total stockholders' deficit of $220.30 million.
Much of Bed Bath & Beyond's bonds and loans are trading at
distressed levels.
In August 2022, Bloomberg reported that Bed Bath hired law firm
Kirkland & Ellis to help it address a debt load that's become
unmanageable, and is late on its payments to vendors, leading some
to restrict shipments or halt them altogether. Kirkland, typically
known for its dominance in restructuring and bankruptcy situations,
was tapped to advise the retailer on options for raising new money,
refinancing existing debt, or both.
BLACK DIAMOND: Cimarron Country Club Files for Chapter 11
---------------------------------------------------------
Black Diamond Developers LP and affiliate CCC Operations, LLC,
filed for chapter 11 protection in the Southern District of Texas.
Each Debtor elected on its voluntary petition to proceed under
Subchapter V of chapter 11 of the Bankruptcy Code.
The Debtors together operated a golf course and country club called
The Cimarron
Country Club, in Mission, Texas. The Debtors were forced to shut
down the golf course for financial reasons but kept the country
club open to the members of the club.
In its schedules, Black Diamond disclosed $2,947,683 in total
assets against $169,349 in liabilities. The Debtor's property and
improvements at Cimarron Country Club, in City of Mission, Hidalgo
County, Texas, is valued at $2,355,873. It also owns property at
Palm Valley Groves, UT, valued at $346,057, and another property
worth $23,922.
According to court filings, Black Diamond says it has 1 to 49
creditors, and that funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Dec. 7, 2022, at 10:00 AM at US Trustee Corpus Christi
Teleconference. Proofs of claim are due by March 7, 2023.
About Black Diamond Developers LP
Black Diamond Developers LP owns and operates a golf course and
country club called The Cimarron Country Club, in Mission, Texas.
Black Diamond Developers LP and affiliate CCC Operations, LLC,
filed for relief under Subchapter V of chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 22-70179 and 22-70181) on Nov. 3,
2022. In the petition filed by Maria del Pilar Kamel, as general
partner, Black Diamond reported assets between $1 million and $10
million and liabilities between $100,000 and $500,000.
Catherine Stone Curtis has been appointed as Subchapter V trustee.
The Debtors are represented by Matthew Brian Probus of The Probus
Law Firm.
BVM THE BRIDGES: Gets OK to Tap Segal, Cohen & Landis as Counsel
----------------------------------------------------------------
BVM The Bridges, LLC and BVM Coral Landing, LLC received approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Segal, Cohen & Landis, PC as special counsel.
The Debtors need a special counsel to assist and provide advice on
all aspects of the proof of claims filed by the Internal Revenue
Service (IRS) in this Chapter 11 case.
The firm will charge for its legal services rendered on behalf of
the Debtors on an hourly basis in accordance with its ordinary and
customary hourly rates for services of this type and nature.
In addition, the firm will also seek reimbursement for expenses
incurred.
Samuel Landis, Esq., a shareholder of Segal, Cohen & Landis,
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:
Samuel Landis, Esq.
Segal, Cohen & Landis, PC
9100 Wilshire Boulevard, Ste. 601 East Tower
Beverly Hills, CA 90212
Telephone: (310) 285-3999
Facsimile: (310) 285-9876
Email: info@scltaxlaw.com
About BVM The Bridges
BVM The Bridges, LLC operates an 87-bed/69-unit assisted living
facility known as The Bridges Assisted Living & Memory Care and The
Claridge House at the Bridges located at 11202 Dewhurst Drive in
Riverview, Florida, since 2014. The Debtor's average census is 70
residents.
BVM The Bridges, LLC and BVM Coral Landing, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 22-00345) on January 28, 2022. In the petition signed by John
Bartle, president, BVM The Bridges disclosed up to $10 million in
assets and up to $50 million in liabilities.
Judge Michael J. Williamson oversees the cases.
The Debtors tapped Alberto F. Gomez, Jr., Esq., at Johnson, Pope,
Bokor, Ruppel & Burns, LLP as bankruptcy counsel and Samuel Landis,
Esq., at Segal, Cohen & Landis, PC as special counsel.
C&L DINERS: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
C & L Diners, LLC, Pacific Restaurants, LLC and C & L Hartford, LLC
ask the U.S. Bankruptcy Court for the District of Connecticut,
Bridgeport Division, for authority to use cash collateral on an
interim basis in accordance with the budget and provide adequate
protection to McLane Foodservice Distribution, Inc.
The Debtors require the use of cash collateral to immediately pay
their employees' pre-petition wages, related expenses, benefits,
and taxes.
Four non-insider entities possess a security interest in the
Debtors' cash collateral which are:
a) McLane (fka Meadowbrook Meat Company, Inc.);
b) Stearns Bank (lien only on store 7614);
c) Pawnee Leasing; and
d) Merlin Business Bank.
Herman Li, an insider, also has a lien on the Debtors' cash
collateral. He consents to the Debtor use of cash collateral.
Previously PNC Equipment Finance LLC possessed a lien on cash
collateral. PNC assigned its claim against the Debtors to ADP
Investments I LLC.
No timely continuation statement was filed and as such ADP does not
possess a lien on the Debtors' cash collateral.
The Non-Insider Secured Creditors are entitled to receive adequate
protection to the extent of any diminution in value of their
interest in the prepetition collateral as a result of the
imposition of the automatic stay.
The Debtors contend the interests of the Non-Insider Secured
Creditors in the cash collateral will be adequately protected
pursuant to the Proposed Interim Order. As indicated by the
Proposed Budget, the Debtors' operations will allow the payment of
administrative expenses during the period covered therein after
payment of essential expenses and expenses related to the
administration of these subchapter V cases.
A copy of the motion is available at https://bit.ly/3ArxbEX from
PacerMonitor.com.
About C & L Diners, LLC
C & L Diners, LLC and affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Conn. Lead Case No.
22-50599) on November 8, 2022. In the petition filed by Herman Li,
operating member, the Debtors disclosed up to $10 million in both
assets and liabilities.
Ira S. Greene, Esq. and Tara L. Trifon, Esq., at Locke Lord LLP,
represent the Debtors as legal counsel.
CALPLANT I: Wins $10.2MM DIP Financing from BOKF
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
CalPlant I Holdco, LLC and its debtor-affiliates to, among other
things, use cash collateral and issue senior, secured, priming,
"last in, first out" debtor-in-possession bonds, on a final basis.
Debtor CalPlant I, LLC sought to issue senior, secured, priming,
LIFO debtor-in-possession bonds in an aggregate principal amount of
$10.2 million pursuant to an Indenture dated November 2022 between
CalPlant, as issuer, and BOKF, NA, as trustee to holders of bonds
issued under the Existing DIP Facility.
The LIFO DIP Facility would be provided on substantially the same
terms as the Existing DIP Facility but would have senior priority.
The Debtors are permitted to issue senior, secured, priming, "last
in, first out," debtor-in-possession bonds pursuant to the terms,
conditions, and provisions of the LIFO DIP Order and the LIFO DIP
Facility Documents in an aggregate amount not to exceed $10.2
million; provided, however, that the Debtors will use the proceeds
of the LIFO DIP Bonds solely in compliance with the Budget.
The proceeds of the LIFO DIP Bonds will be used solely for: (i) the
necessary operation and maintenance costs associated with the plant
in the amounts and categories and time set forth in the Budget; and
(ii) other costs and expenses of administration of the Chapter 11
Cases as set forth in the Budget and the LIFO DIP Order.
Pursuant to the (i) Final Order (I) Authorizing Debtors in
Possession to Obtain Postpetition Financing; (II) Authorizing
Debtors in Possession to Use Cash Collateral; (III) Providing
Adequate Protection; (IV) Granting Liens, Security Interests, and
Superpriority Claims; and (V) Granting Related Relief, (ii) Order
Amending the Final DIP Order, Authorizing the Debtors to Obtain
Additional DIP Financing, and Granting Related Relief, and (iii)
Second Order Amending the Final DIP Order, Authorizing the Debtors
to Obtain Additional DIP Financing, and Granting Related Relief,
the Debtors were authorized to obtain up to $70.7 million of
post-petition financing on the terms and conditions set forth in
the Existing DIP Orders and the indentures and other documents
executed in connection therewith. As of the date hereof, the
Debtors have borrowed $60.5 million through the issuance of bonds
under the Existing DIP Facility.
The Debtors have provided adequate protection to (a) the Collateral
Agent in respect of their use of the Prepetition Senior Bond
Collateral (including Cash Collateral) and (b) the holders of any
other existing liens against the Debtors' assets as of the Petition
Date pursuant to the terms of the Existing DIP Orders.
The funding authorized by the LIFO DIP Order serves as additional
adequate protection for the Collateral Agent with respect to the
Prepetition Senior Bond Collateral, the holders of any other
existing liens against the Debtors' assets as of the Petition Date,
and the Existing DIP Trustee with respect to the liens securing the
Existing DIP Facility, and no further adequate protection to such
parties is required at this time.
A copy of the order is available at https://bit.ly/3NVwr0b from
PacerMonitor.com.
About CalPlant
CalPlant I, LLC -- http://www.eurekamdf.com/-- is a Northern
California-based company focused on manufacturing sustainably
sourced building products, including the creation of the world's
first no-added-formaldehyde, rice straw-based medium density
fiberboard, Eureka MDF. CalPlant and its predecessor company,
CalAg, LLC, have spent many years researching, developing, and
patenting a process to make high-quality MDF using annually
renewable rice straw as the feedstock, the disposal of which has
posed environmental issues in California for decades.
CalPlant I and CalPlant I Holdco, LLC sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11302) on Oct. 5, 2021. The cases
are handled by Honorable Judge John T. Dorsey.
CalPlant I Holdco listed up to $100 million in assets and up to
$50,000 in liabilities as of the bankruptcy filing while CalPlant I
listed as much as $500 million in both assets and liabilities.
The Debtors tapped Morrison & Foerster, LLP as bankruptcy counsel;
Morris James, LLP as local bankruptcy counsel; Paladin Management
Group as financial advisor; and KCoe Isom, LLP as auditor and tax
services provider. Kroll's Restructuring Administration practice,
formerly known as Prime Clerk, is the claims, noticing and
administrative agent.
CAMBER ENERGY: Discover Growth Ceases to be 5% Shareholder
----------------------------------------------------------
Discover Growth Fund, LLC disclosed in a Schedule 13G/A filed with
the Securities and Exchange Commission that as of Nov. 3, 2022, it
has ceased to be the beneficial owner of more than five percent of
Camber Energy, Inc.'s shares common stock. A full-text copy of the
regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1309082/000121390022069184/ea168018-13ga2discover_camb.htm
About Camber Energy
Based in Houston, Texas, Camber Energy, Inc. --
http://www.camber.energy-- is a growth-oriented diversified
energy
company. Through its majority-owned subsidiary, Camber provides
custom energy & power solutions to commercial and industrial
clients in North America and owns interests in oil and natural gas
assets in the United States. The Company's majority-owned
subsidiary also holds an exclusive license in Canada to a patented
carbon-capture system, and has a majority interest in: (i) an
entity with intellectual property rights to a fully developed,
patent pending, ready-for-market proprietary Waste Treatment system
using Ozone Technology; and (ii) entities with the intellectual
property rights to fully developed, patent pending,
ready-for-market proprietary Electric Transmission and Distribution
Open Conductor Detection Systems.
Camber Energy reported a net loss attributable to the company of
$169.68 million for the year ended Dec. 31, 2021, compared to a net
loss attributable to the company of $52.01 million for the nine
months ended Dec. 31, 2020. As of June 30, 2021, the Company had
$25 million in total assets, $55.45 million in total liabilities,
and a total stockholders' deficit of $30.45 million.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated May 19, 2022, citing that the Company has a
significant working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
CAMBER ENERGY: Investor Waives Rights to Receive Conversion Shares
------------------------------------------------------------------
Camber Energy, Inc. has entered into an agreement with an investor
with rights and entitlements associated with shares of Series C
redeemable convertible preferred stock of the Company, according to
a Form 8-K filed with the Securities and Exchange Commission. The
Investor also holds certain promissory notes previously executed by
the Company in favor of the Investor.
Pursuant to the Agreement, the Investor absolutely and
unconditionally waived and released any and all rights to receive
further or additional shares of the Company's common stock with
respect to any and all shares of Series C Preferred Stock
previously converted by the Investor including, but not limited to,
the right to deliver additional notices for more Conversion Shares
under the Fifth Amended and Restated Certificate of Designations of
Preferences, Powers, Rights and Limitations of Series C Redeemable
Convertible Preferred Stock filed by the Company with the Secretary
of State of Nevada on Nov. 8, 2021, as amended on Oct. 28, 2022.
The Investor also absolutely and unconditionally waived and
released any and all rights to convert all or any part of any Notes
into shares of the Company's common stock, and agreed not to
convert or attempt to convert any portion of any Notes, at any
particular price or at all.
The Investor entered into the Agreement in order to help facilitate
implementation of the Company's business plans and continued
trading on the NYSE American LLC and in exchange for the release
and indemnity as provided in the Agreement.
About Camber Energy
Based in Houston, Texas, Camber Energy, Inc. --
http://www.camber.energy-- plans to engage in the acquisition,
exploration, development and production of oil and natural gas
properties, both individually and through collaborative
partnerships with other companies in this field of endeavor. The
Company's majority-owned investee, Viking Energy Group, Inc., has
relationships with industry experts and formulated an acquisition
strategy, with emphasis on acquiring under-valued, producing
properties from distressed vendors or those deemed as non-core
assets by larger sector participants.
Camber Energy reported a net loss attributable to the company of
$169.68 million for the year ended Dec. 31, 2021, compared to a net
loss attributable to the company of $52.01 million for the nine
months ended Dec. 31, 2020. As of June 30, 2021, the Company had
$25 million in total assets, $55.45 million in total liabilities,
and a total stockholders' deficit of $30.45 million.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated May 19, 2022, citing that the Company has a
significant working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
CINEMA SQUARE: Has Deal on Cash Collateral Access
-------------------------------------------------
Cinema Square, LLC and Wilmington Trust, National Association -- as
Trustee, for the benefit of the Holders of COMM 2016-DC2 M01igage
Trust Commercial Mortgage Pass Through Certificates, Series
2016-DC2 -- advised the U.S. Bankruptcy Court for the Central
District of California, Northern Division, that they have reached
an agreement regarding the Debtor's use of cash collateral and now
desire to memorialize the terms of this agreement into an agreed
order.
The parties agree that the Debtor may continue to use cash
collateral through January 30, 2023. All other terms and conditions
of the Cash Collateral Stipulation remains unchanged.
A continued hearing on the matter is set for January 24, 2023 at
11:30 a.m.
A copy of the stipulation is available at https://bit.ly/3ULNvYQ
from PacerMonitor.com.
About Cinema Square, LLC
Cinema Square, LLC is the owner of a small shopping center located
at 6917 El Camino Real, Atascadero, CA 93422. There are several
tenants, the primary tenant is a movie theater, the Galaxy
Theater.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10634) on June 14,
2021. In the petition signed by Jeffrey C. Nelson, president, the
Debtor disclosed up to $50 million in assets and up to $10 million
in liabilities.
Judge Deborah J. Saltzman oversees the case.
William C. Beall, Esq., at Beall & Burkhardt, APC is the Debtor's
counsel.
CITE LLC: Lender Seeks to Prohibit Cash Collateral Access
---------------------------------------------------------
A. Robert Abboud and Company asks the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, for entry of an
order terminating the further use of cash collateral by Robert
Handler, the Subchapter V Trustee of Cite LLC.
On February 11, 2022, ARACO filed a proof of claim in the Chapter
11 Case, asserting $1,004,516 in claims as of the Petition Date,
secured pursuant to judgment liens on real and personal property of
the Debtor as of the Petition Date.
Pursuant to the Debtor's Schedule A/B: Assets – Real and Personal
Property, as of the Petition Date, the Debtor had, among other
assets, cash on hand of $4,400 and cash or cash equivalents in
various deposit accounts totaling $159,447, for total assets of
$163,847.
ARACO is secured by, among other things, a citation lien on the
Pre-Petition Cash Collateral.
Since the Petition Date, the Debtor, and subsequently the Trustee,
and the Secured Creditors have negotiated consensual monthly cash
collateral budgets and orders.
In the weeks prior to the Sale Closing -- including prior to entry
of the Cash Collateral Order and Budget -- ARACO and other
parties-in-interest were informed that the Trustee was negotiating
a post-closing lease with the Buyer to continue operating the
Restaurant for a five-month term.
While ARACO was concerned about whether a lease would provide any
material benefit to the estate absent a purchase price increase, it
reserved final decision on whether to support such a lease pending
proposed agreed-upon final lease terms.
On October 21, 2022, five days before the October 26 cash
collateral hearing, the Trustee's counsel indicated that a lease
had been drafted and suggested to ARACO's counsel that most
material lease terms were agreed to by the parties, with a few open
issues including a potential increase in the purchase price for the
Sale Property.
On November 3, 2022, via a Zoom meeting, the Trustee and his
counsel advised ARACO and other participating parties-in-interest
that the Buyer no longer wished to pursue a lease, and therefore,
the Trustee expected to shut down the Restaurant on November 9.
During the meeting, ARACO's counsel expressed concerns about the
impact of that decision on the Budget, in terms of the anticipated
receipts, disbursements and resulting cash burn. The Trustee and
his counsel suggested that they anticipated filing a motion to
amend the Cash Collateral Order and Budget in light of the change
in circumstances, including to account for certain employee
benefits and other wind-down expenses. ARACO's counsel requested a
proposed amended November budget as soon as possible.
By email the evening of November 4, Trustee's counsel notified
ARACO and other key parties-in-interest the Trustee decided to shut
down the Restaurant at the close of business on Sunday, November 6.
ARACO is not requesting immediate payment of any amounts as
adequate protection. ARACO understands its claim remains subject to
the right of parties-in-interest to object, and/or to challenge the
validity, priority and extent of its citation lien. ARACO should
be provided with adequate protection sufficient to pay the value of
the Pre-Petition Collateral, if and to the extent its citation lien
is ultimately determined, or not otherwise challenged, as valid and
entitled to priority over the Designated Collateral.
While ARACO has made good-faith efforts to reach agreement with the
Trustee on additional adequate protection, the efforts have, to
date, been rebuffed.
ARACO submits that, in light of the Restaurant's shutdown, absent
additional adequate protection vis-a-vis the Designated Collateral,
it cannot be sufficiently protected and the cash burn that has and
will continue. ARACO therefore requests that, to the extent the
Trustee's use of cash collateral is not terminated outright, that
further use be premised on the adequate protection requested.
A copy of the motion is available at https://bit.ly/3NSFPSj from
PacerMonitor.com.
About Cite LLC
Cite LLC, an American restaurant business, filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ill. Case No. 21-13730) on Dec. 3, 2021. In the petition
signed by Evangeline Gouletas, managing member, the Debtor
disclosed $5,517,547 in total assets and $7,945,223 in total
liabilities.
Judge Janet S. Baer oversees the case.
The Golding Law Offices, PC serves as the Debtor's counsel.
Robert Handler has been appointed as Subchapter V Trustee of Cite
LLC.
COSMOS HOLDINGS: Athanasios Kolefas Has 16.49% Stake as of Oct. 20
------------------------------------------------------------------
Athanasios Kolefas, a private investor, disclosed in a Schedule 13D
filed with the Securities and Exchange Commission that as of Oct.
20, 2022, he beneficially owns 15,562,085 shares of common stock of
Cosmos Holdings, Inc., representing 16.49 percent of the shares
outstanding, based on 84,184,905 shares issued and outstanding on
Oct. 25, 2022.
On Oct. 20, 2022, Mr. Kolefas purchased 5,000,000 shares of Common
Stock, together with 5,000,000 Series A Common Warrants and
5,000,000 Series B Common Warrants pursuant to Registration
Statement Nos. 333-267505 and 333-267917. Between Oct. 21, 2022
and Oct. 31, 2022, Mr. Kolefas sold an aggregate of 2,024,530
shares of Common Stock on Nasdaq at prices ranging from $0.073 to
$0.1107 per share with an average price of $0.08602 per share.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1474167/000147793222008160/cosm_sc13d.htm
About Cosmos Holdings
Cosmos Holdings Inc., together with its subsidiaries, is an
international pharmaceutical company with a proprietary line of
nutraceuticals and distributor of branded and generic
pharmaceuticals, nutraceuticals, over-the-counter (OTC) medications
and medical devices through an extensive, established EU and UK
distribution network.
Cosmos Holdings reported a net loss of $7.96 million for the year
ended Dec. 31, 2021, compared to net income of $820,786 for the
year ended Dec. 31, 2020. As of June 30, 2022, the Company had
$47.84 million in total assets, $39.69 million in total
liabilities, $3.02 million in mezzanine equity, and $5.13 million
in total stockholders' equity.
San Francisco, California-based Armanino LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 15, 2022, citing that the Company has suffered
recurring losses and cash used in operations that raises
substantial doubt about its ability to continue as a going concern.
CRANE MAN: Seeks Cash Collateral Access
---------------------------------------
Crane Man, Inc. asks the U.S. Bankruptcy Court for the Southern
District of West Virginia for authority to use cash collateral.
The Debtor requires the use of cash collateral to fund operations
and pay for materials needed on jobs.
Truist is a secured creditor of the Debtor with respect to three
accounts:
a. Promissory Note dated February 22, 2017, in the original
principal amount of $75,000 with an existing loan balance as of
September 9, 2022 of $74,572 due and owing with future accrued
interest. The Security Agreement for Note dated July 12, 2019,
granted Truist a security interest in the assets of Debtor.
b. Promissory Note and Security Agreement for Note dated July
12, 2019, in the original principal balance of $142,903 with an
existing loan balance as of September 9, 2022, as of $51,494 due
and owing with future accrued interest. The Security Agreement for
Note of that date granted Truist a security interest in the assets
of the Debtor.
c. Promissory Note dated February 7, 2020, in the original
principal amount of $81,700 with an existing loan balance as of
September 9, 2022, of $47,019 due and owing with future accrued
interest. The Security Agreement for Note dated July 12, 2019,
granted Truist a security agreement in the Debtor's assets.
Truist has properly perfected its security interest granted under
the Security Agreements by filing a UCC-1 Financing Statement with
the West Virginia Secretary of State.
The equipment and personal property scheduled by the Debtor shows
the total value is $70,950.
In addition to the Debtor's equipment and personal property the
Security Agreement extends to the Debtor's accounts receivables and
bank deposits in the approximate net aggregate amount of $98,759.
A copy of the motion is available at https://bit.ly/3UrJokD from
PacerMonitor.com.
About Crane Man, Inc.
Crane Man, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 2:22-bk-20172) on
November 8, 2022. In the petition signed by Stephen Clegg,
president, the Debtor disclosed up to $500,000 in both assets and
liabilities.
Andrew S. Nason, Esq., at Pepper and Nason, is the Debtor's
counsel.
CROSSLINKS FAMILY: Hires Rountree Leitman Klein as Counsel
----------------------------------------------------------
Crosslinks Family Practice LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Rountree Leitman Klein & Geer, LLC as its counsel.
The firm will render these legal services:
(a) give the Debtor legal advice with respect to its powers and
duties in the management of its property;
(b) prepare legal papers;
(c) assist in examination of the claims of creditors;
(d) assist with formulation and preparation of the disclosure
statement and plan of reorganization and with the confirmation and
consummation thereof; and
(e) perform all other legal services for the Debtor as may be
necessary herein.
The hourly rates of the firm's attorneys and staff are as follows:
William A. Rountree, Attorney $495 per hour
Will B. Geer, Attorney $495 per hour
Michael Bargar, Attorney $495 per hour
Hal Leitman, Attorney $425 per hour
David S. Klein, Attorney $425 per hour
Alexandra Dishun, Attorney $425 per hour
Benjamin R. Keck, Attorney $425 per hour
Barret Broussard, Attorney $395 per hour
Ceci Christy, Attorney $350 per hour
Elizabeth A. Childers, Attorney $350 per hour
Caitlyn Powers, Attorney $275 per hour
Zach Beck, Law clerk $195 per hour
Sharon M. Wenger, Paralegal $195 per hour
Megan Winokur, Paralegal $150 per hour
Catherine Smith, Paralegal $150 per hour
Yasmin Alamin, Paralegal $150 per hour
The firm received a pre-petition retainer of $25,000 from the
Debtor.
William A. Rountree, Esq., a partner at Rountree Leitman Klein &
Geer, 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:
William A. Rountree, Esq.
Will B. Geer, Esq.
Caitlyn Powers, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wrountree@rlkglaw.com
wgeer@rlkglaw.com
cpowers@rlkglaw.com
About Crosslinks Family Practice
Crosslinks Family Practice, LLC is a family practice medical office
located in Tucker, Georgia. Dr. Zavier Ash is its sole shareholder
and serves as the medical director and sole physician for the
business. Dr. Ash began the Business in 2003 with his wife, Alicia
Ash, who is the COO.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20957) on September
23, 2022. In the petition filed by Zavier C. Ash, the Debtor
disclosed up to $50,000 in assets and up to $1 million in
liabilities.
William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, is
the Debtor's counsel.
CUSTOM ALLOY: $786,750 DIP Loan from Electric Boat OK'd
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Custom Alloy Corporation and CAC Michigan, LLC to enter into a
Supplier Fund Agreement with Electric Boat Corporation which would
provide $786,750 to the Debtors.
Under the agreement, Electric Boat will be granted a senior secured
post-petition purchase money security interest in certain equipment
to be acquired by the Debtors described as a Schloemann 4,000 ton
Double Acting Extrusion Press Line, TrueForge Re: 25511.
The Debtors explain they have an immediate and critical need to
obtain postpetition financing under the SDF Agreement to acquire
the SDF Equipment. The Debtors need the SDF Equipment to fulfill
its contracts with EB. The Debtor's contracts with EB are critical
to the national defense. The funding for the SDF Equipment comes
through a special program that the United States Navy has
established in connection with the 2019 and 2020 National Defense
Authorization Act. Under the SDF program, the Navy has provided
certain funding to EB to distribute to its subcontractors and the
recipient of the funds are required to grant EB a lien in the
equipment that is acquired.
Under the purchase orders for the SDF Equipment, the Debtors must
pay $786,750 by no later than November 7, 2022, for the SDF
Equipment to be shipped from Korea. Without this payment, the SDF
Equipment will not ship. An additional $146,330 will be due when
the SDF Equipment arrives in the U.S. and is ready to be
transported to the Debtor's North Carolina facility.
Each of these events constitutes an "Event of Default":
a. Failure by the Debtor to comply with any provision of the
Order or the SDF Credit Documents;
b. The Debtor will take any material action in the Chapter 11
Cases that is adverse to EB or its interests in the SDF Equipment;
c. Any of the Chapter 11 Cases are dismissed or converted to a
chapter 7 case, or a chapter 11 trustee, a responsible officer, or
an examiner with enlarged powers relating to the operation of the
Debtors' business is appointed in any of the Chapter 11 Cases;
d. The Court enters an order granting relief from the
automatic stay to the holder or holders of any security interest to
permit an exercise of remedies with respect to any of the Debtors'
assets;
e. An order is entered reversing, amending, supplementing,
staying, vacating, or otherwise modifying the Order without the
consent of EB; or
f. The Debtors create, incur or suffer to exist any
postpetition liens or security interests in the SDF Equipment.
As security for the obligations created under the SDF Agreement, EB
is granted a valid, enforceable, unavoidable, and fully perfected
security interests in and liens and mortgages upon the SDF
Equipment.
A final hearing on the matter is set for December 1 at 11:30 a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3A23YQz from PacerMonitor.com.
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.
DAVIDZON MEDIA: Jan. 5, 2023 Plan Confirmation Hearing Set
----------------------------------------------------------
On August 5, 2022, Davidzon Media, Inc., filed with the U.S.
Bankruptcy Court for the Eastern District of New York a Revised
Second Amended Disclosure Statement for the Plan of
Reorganization.
On Nov. 3, 2022, Judge Elizabeth S. Stong approved the Revised
Second Amended Disclosure Statement and ordered that:
* Jan. 5, 2023, at 10:30 A.M. at the United States Bankruptcy
Court for the Eastern District of New York, 271-C Cadman Plaza
East, Brooklyn, New York, Courtroom 3585 is the hearing for
confirmation of the Plan.
* Dec. 23, 2022, at 4:00 p.m., is fixed as the last day to
submit all ballots voting in favor of or against the Plan.
* Dec. 23, 2022, at 4:00 p.m., is fixed as the last day to
submit objections to confirmation of the Plan.
* Dec. 28, 2022, at 12:00 p.m. is fixed as the last day for
the Debtor to file a ballot tally and an affidavit and/or brief in
support of confirmation.
A copy of the order dated November 3, 2022, is available at
https://bit.ly/3A4jnQt from PacerMonitor.com at no charge.
Attorney for the Debtor Davidzon Media, Inc.:
Alla Kachan, Esq.
2799 Coney Island Ave, Ste. 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-315
E-mail: alla@kachanlaw.com
About Davidzon Media
Brooklyn, N.Y.-based Davidzon Media, Inc., and its affiliates filed
voluntary petitions for Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 21-40308) on Feb. 8, 2021. At the time of the filing, Davidzon
Media listed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Elizabeth S. Strong oversees the cases.
The Law Offices of Alla Kachan, PC and Wisdom Professional
Services, Inc. serve as the Debtors' legal counsel and accountant,
respectively.
E-BOX LLC: Gets Approval to Tap William Watkins, III as Accountant
------------------------------------------------------------------
E-Box, LLC received approval from the U.S. Bankruptcy Court for the
Western District of Tennessee to employ William Watkins, III, CPA,
an accountant at Watkins Uiberall, PLLC.
The accountant will render these services:
(i) prepare Internal Revenue Service (IRS) Form 941 and the
Tenn. state unemployment premium and wage report for the following
periods ended:
(1) 3/31/2021
(2) 6/30/2021
(3) 12/31/2021
(4) 3/31/2022
(5) 6/30/2022
(6) 9/30/2022
(7) 12/31/2022;
(ii) prepare IRS Form 940 for the year ended 12/31/2021 and
12/31/2022; and
(iii) prepare W-2s for the year ended 12/31/2022.
Watkins Uiberall's fees for these services will be the following:
1. IRS Form 941 and the TN state unemployment premium and wage
report - $500 per quarter
2. IRS Form 940 - $650 per year
3. Federal W-2s - $500 per year
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Watkins 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:
William Watkins, III, CPA
Watkins Uiberall, PLLC
1661 Aaron Brenner Drive, Suite 300
Memphis, TN 38120
Telephone: (901) 761-2720
Facsimile: (901) 683-1120
Email: twatkins@wucpas.com
About E-Box LLC
E-Box, LLC, an electronic manufacturing company in Collierville,
Tenn., sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. W.D. Tenn. Case No. 22-23526) on Aug. 23, 2022. In the
petition signed by Byron Brown, member, the Debtor disclosed up to
$50 million in assets and up to $10 million in liabilities.
Judge M. Ruthie Hagan oversees the case.
The Law Offices of Craig M. Geno, PLLC and Payne Law Firm serve as
the Debtor's legal counsels. William Watkins, III, CPA, at Watkins
Uiberall, PLLC is the accountant.
EAST END: Unsecureds Owed $30M Will Get 1% of Claims in Plan
------------------------------------------------------------
East End Bus Lines, Inc., et al., submitted an Amended Disclosure
Statement describing Amended Plan of Reorganization dated November
3, 2022.
KTJ Bus Company, LLC will be acquiring 100% of the stock in the
Reorganized Debtors in exchange for the financial accommodations.
The Debtors strongly urge their creditors to vote in favor of their
Plan as it will result in continuation of the Debtors' business;
will permit the Debtors' 476 employees to retain their positions;
and insure competition in the school bus transportation business.
The Debtors have entered into an agreement with KTJ Bus Company,
LLC, which has agreed to provide a capital infusion of $400,000.00
to the Debtors in exchange for 100% of the stock of the Reorganized
Debtors. KTJ Bus Company, LLC is owned by Jennifer Thomas. Ms.
Thomas has been a senior officer of the Debtors for the last
several years concentrating on human resources and operations.
The Debtors' largest creditors have consented to this arrangement,
which would ensure continued orderly operation of the Debtors'
business, especially considering the relationship that Mr. Mensch
has developed with the school districts, which will ensure
continued provision of the services to the school districts and not
require any modification in those operations. A change in ownership
and management requires school district approval and that approval
will be obtained.
The Debtors believe that they have streamlined their operations,
and with the necessary capital infusion, that they will be able to
improve their profitability and meet their obligations to their
creditors under the Plan.
Class 10, which is impaired, will consist of all Allowed Unsecured
Claims against Montauk Service, including claims arising from the
rejection of executory contracts and unexpired leases. There are 13
claims asserted in the aggregate of $30,745.529.18 and will be paid
a pro rata share of the sum of $200,000.00, which is approximately
1% of the claims, as follows: (a) $40,000.00 on the Effective Date,
$40,000.00 on or before January 15, 2023, $40,000.00 on or before
January 15, 2024, $40,000.00 on or before January 15, 2025, and
$40,000.00 on or before January 15, 2026. Any payment to be made
pursuant to this section may be prepaid in whole or in part at any
time by the Reorganized Montauk Service in its sole discretion
without penalty.
Class 7, which is impaired, will consist of all Allowed Unsecured
Claims against Montauk Student, including claims arising from the
rejection of executory contracts and unexpired leases. There are 8
claims asserted in the aggregate of $20,993,698.00 and will be paid
a pro rata share of the sum of $100,000.00, which is approximately
1/2 of 1% of claims, as follows: (a) $20,000.00 on the Effective
Date, $20,000.00 on or before January 15, 2023, $20,000.00 on or
before January 15, 2024, $20,000.00 on or before January 15, 2025
and $20,000.00 on or before January 15, 2026. Any payment to be
made pursuant to this section may be prepaid in whole or in part at
any time by the Reorganized Montauk Student in its sole discretion
without penalty.
Class 9, which is impaired, will consist of all Allowed Unsecured
Claims against East End, including claims arising from the
rejection of executory contracts and unexpired leases. There are 28
claims asserted in the aggregate of $36,903,590.00 and will be paid
a pro rata share of the sum of $200,000.00, which is approximately
1/2 of 1% of claims, as follows: (a) $40,000.00 on the Effective
Date, $40,000.00 on or before January 15, 2023, $40,000.00 on or
before January 15, 2024, $40,000.00 on or before January 15, 2025
and $40,000.00 on or before January 15, 2026. Any payment to be
made pursuant to this section may be prepaid in whole or in part at
any time by the Reorganized East End in its sole discretion without
penalty.
Class 3, which is impaired, will consist of all Allowed Unsecured
Claims against Montauk Transit, including claims arising from the
rejection of executory contracts and unexpired leases. There are 4
claims asserted in the aggregate of $18,788,023.18 and will be paid
a pro rata share of the sum of $12,500.00, which is approximately
1/10th of 1% of the claims, as follows: (a) $2,500.00 on the
Effective Date, $2,500.00 on or before January 15, 2023, $2,500.00
on or before January 15, 2024, $2,500.00 on or before January 15,
2025 and $2,500.00 on or before January 15, 2026. Any payment to be
made pursuant to this section may be prepaid in whole or in part at
any time by the Reorganized Montauk Transit in its sole discretion
without penalty.
Class 3, which is impaired, will consist of all Allowed Unsecured
Claims against EEB Service, including claims arising from the
rejection of executory contracts and unexpired leases. There are 4
claims asserted in the aggregate of $18,788,023.00 and will be paid
a pro rata share of the sum of $12,500.00, which is approximately
1/10th of 1% percent of the claims, as follows: (a) $2,500.00 on
the Effective Date, $2,500.00 on or before January 15, 2023,
$2,500.00 on or before January 15, 2024, $2,500.00 on or before
January 15, 2025 and $2,500.00 on or before January 15, 2026. Any
payment to be made pursuant to this section may be prepaid in whole
or in part at any time by the Reorganized EEB Service in its sole
discretion without penalty.
A full-text copy of the Amended Disclosure Statement dated Nov. 3,
2022, is available at https://bit.ly/3tgbW4D from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Marc A. Pergament, Esq.
WEINBERG, GROSS & PERGAMENT LLP
400 Garden City Plaza, Suite 309
Garden City, NY 11530
Tel: (516) 877-2424 ext. 226
About East End Bus Lines
East End Bus Lines Inc. and its subsidiaries --
https://www.eastendbus.com/ -- offer bus transportation services
for students. East End Bus Lines and Montauk Student Transport are
dedicated to providing cost-effective solutions for transportation
requirements for private schools, public schools, charter trips,
and camping events. Founded in 2007, East End Bus Lines was later
joined by Montauk Student Transport under the guidance of John
Mensch.
East End Bus Lines and its subsidiaries, namely, Montauk Student
Transport LLC, and Montauk Transit Service LLC, filed voluntary
Chapter 11 petitions (Bankr. E.D. N.Y. Lead Case No. 18-76176) on
Sept. 13, 2018.
In the petitions signed by John Mensch, president, East End Bus
Lines and Montauk Student Transport estimated up to $50,000 in
assets and $10 million to $50 million in liabilities while Montauk
Transit Service estimated up to $50,000 in assets and $1 million to
$10 million in liabilities.
The Debtors tapped Weinberg, Gross & Pergament LLP as their legal
counsel, and Giambalvo, Stalzer & Company, CPA's, PC as their
accountant. The Debtors hired Littler Mendelson PC, as special
counsel to represent them in labor relations matters.
No official committee of unsecured creditors has been appointed.
ELLDAN CORP: Case Summary & 12 Unsecured Creditors
--------------------------------------------------
Debtor: Elldan Corp.
15313 Greenhaven Ln Apt. 102
Burnsville, MN 55306
Business Description: The Debtor is a provider of personal care
services.
Chapter 11 Petition Date: November 10, 2022
Court: United States Bankruptcy Court
District of Minnesota
Case No.: 22-31870
Judge: Hon. Kesha L. Tanabe
Debtor's Counsel: John D. Lamey III, Esq.
LAMEY LAW FIRM, P.A.
980 Inwood Ave N
Oakdale, MN 55128-7094
Tel: 651-209-3550
Fax: 651.209.3550
Fax: 651.789.2179
Email: jlamey@lameylaw.com
Total Assets: $102,895
Total Liabilities: $1,277,041
The petition was signed by Kevin Steele as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ISTQK2A/ELLDAN_CORP__mnbke-22-31870__0001.0.pdf?mcid=tGE4TAMA
EMMANUEL HEALTH: Seeks to Hire Margaret McClure as Legal Counsel
----------------------------------------------------------------
Emmanuel Health Homecare, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Margaret McClure, Esq., an attorney practicing in Houston, Tex., to
handle its Chapter 11 case.
Ms. McClure will render these legal services:
(a) advise the Debtor regarding its powers and duties in the
continued operation of its business and management of its property;
and
(b) perform all other necessary legal services.
The attorney will be paid at her hourly rate of $400 and paralegal
will be paid at hourly rate of $150, plus reimbursement of expenses
incurred.
Ms. McClure received a retainer of $25,000 from the Debtor on
October 11, 2022.
Ms. McClure disclosed in a court filing that she is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The attorney can be reached at:
Margaret McClure, Esq.
909 Fannin, Suite 3810
Houston, TX 77010
Telephone: (713) 659-1333
Facsimile: (713) 658-0334
Email: margaret@mmmcclurelaw.com
About Emmanuel Health Homecare
Emmanuel Health Homecare, Inc., is a home health care services
provider in Houston, Texas. The company is a small business debtor
as defined in 11 U.S.C. Section 101(51D).
Emmanuel Health Homecare filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy (Bankr. S.D. Tex. Case No. 22-
33207) on Oct. 28, 2022. In the petition signed by Joyce Jones,
R.N., CEO, the Debtor disclosed under $1 million in both assets and
liabilities.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Margaret Maxwell McClure, Esq., as bankruptcy
counsel.
ENDO INTERNATIONAL: Bid to Withhold Publication of POF Granted
--------------------------------------------------------------
Bankruptcy Judge James L. Garrity, Jr., grants Endo International
PLC and its debtor-affiliates' request to withhold publication of
proofs of claim, and allows the Debtors to provide unredacted
versions of the proofs of claim to the Court.
The Debtors have filed a motion seeking various forms of relief
relating to the noticing of creditors in these Chapter 11 Cases.
Part of the relief that the Debtors are seeking in the Motion is
the Court's authorization (i) to redact the home addresses and
email addresses of certain Individual Non-Litigation Claimants and
Equity Holders located in the United States, Canada, the United
Kingdom, and the European Union; and (ii) to redact the names, home
addresses, and email addresses of certain Individual Litigation
Claimants located in the US, Canada, the UK, the EU, and Australia,
from any document filed with the Court and/or otherwise made
publicly available by the Debtors and the Claims and Noticing
Agent, including the List of Creditors, the Claims Registers and
Schedules and Statements. The Debtors also seek authorization to
provide, under seal, unredacted copies of those documents to the
Court, the U.S. Trustee, the Official Committee, and any other
party designated by the Court.
The Debtors contend that the Court should grant them relief from
the order prohibiting the disclosure of personal information
because they are unfamiliar with the personal circumstances of each
of their creditors to know with sufficient certainty whether a
release of their personal information could potentially jeopardize
their safety or violate any foreign jurisdictions' privacy data
protection regulations.
The Debtors also contend that certain employees' personal
circumstances, including circumstances unrelated to their
employment, would be negatively impacted by the disclosure of their
residential addresses, and that disclosure of personal addresses
would likely hinder the Debtors' efforts to attract and retain the
employees necessary to preserve the value of the Debtors' estates.
In its Objection to the Motion, the U.S. Trustee raises three
points in support of its objection. First, it contends that the
relief that the Debtors are seeking in the Motion runs afoul of
section 107(c) because, among other things, the Debtors do not
define or otherwise limit the scope of "personally identifiable
information." Second, the U.S. Trustee contends that the Debtors
overstate the scope of the constraints on the disclosure of
"personally identifiable information" under the General Data
Protection Regulation ("GDPR") and that the unredacted information
in the Debtors' bankruptcy filings meet the "necessary" standard of
Article 49(1)(e) of the GDPR. Third, the U.S. Trustee contends that
the Bankruptcy Code, not the GDPR, controls the scope of the
disclosure of personally identifiable information for individuals
in these Chapter 11 Cases, and that the GDPR's privacy restrictions
far exceed those contained in section 107(c).
The Court takes judicial notice of the fact that identity theft is
a world-wide problem, and that 10 percent of persons 16 years of
age and over reported being a victim of identity theft during a
12-month period. And the Court mentions that Section 107(c)
protects personally identifiable information from disclosure,
including home addresses, because it is taken as a "given" that
publishing such information facilitates an identity thief's search
for data and a stalker's or abuser's ability to find his or her
target.
The Court determines that the home addresses and email addresses of
Individual Non-Litigation Claimants and Equity Holders were
protected from disclosure under section 107(c) of the Bankruptcy
Code. Thus, the Court finds good reason for authorizing the Debtors
to redact the home addresses and email addresses as requested
because the Debtors have demonstrated that the risks of identity
theft, stalking, and intimate partner violence are real, not
theoretical.
In addition, the Court recognizes that the right of public access
to judicial records gives rise to a "strong presumption and public
policy in favor of public access to court records," but the Court
may protect private information in a judicial record if the privacy
interests outweigh the public interest.
Here, the Debtors intend to seek a Bar Date Order that would
approve a tailored individual claim form and specific procedures
designed to prevent the unintentional disclosure of sensitive
personal health information in any proofs of claims filed by
individuals and they also want to withhold publication of claims
filed by personal injury claimants until entry of any Bar Date
Order.
The Court grants the Debtors' request to withhold publication of
individuals' proofs of claims to prevent the inadvertent disclosure
of personally identifiable information, until such time as any Bar
Date Order is entered.
A full-text copy of the Memorandum of Decision and Order dated Nov.
2, 2022, is available at https://tinyurl.com/4kb267h8 from
Leagle.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 legal counsels, and Ducera Partners, LLC
as investment banker.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Sept. 2, 2022. The committee tapped Kramer
Levin Naftalis & Frankel as legal counsel; Lazard Freres & Co. LLC
as investment banker; and Dundon Advisers, LLC and Berkeley
Research Group, LLC as financial advisors.
ESSI LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: ESSI, LLC
d/b/a Engineered Security Systems
1 Indian Lane East
Towaco, NJ 07082
Business Description: ESSI, LLC is a life safety and security firm
that designs, installs, and monitors
integrated systems.
Chapter 11 Petition Date: November 10, 2022
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 22-18943
Judge: Hon. Vincent F. Papalia
Debtor's Counsel: John S. Mairo, Esq.
PORZIO, BROMBERG & NEWMAN, P.C.
100 Southgate Parkway
Morristown, NJ 07962-1997
Tel: 973-538-4006
Fax: 973-538-5146
Email: jsmairo@pbnlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven San Filippo as chief
restructuring officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/Y3IBY7Q/ESSI_LLC__njbke-22-18943__0001.0.pdf?mcid=tGE4TAMA
F.R. ALEMAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: F.R. Aleman and Associates, Inc.
10305 NW 41st St #200
Miami, FL 33178
Chapter 11 Petition Date: November 10, 2022
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 22-18696
Judge: Hon. Laurel M. Isicoff
Debtor's Counsel: Michael S. Hoffman, Esq.
HOFFMAN, LARIN & AGNETTI, P.A.
909 N. Miami Beach Blvd., Ste. 201
Miami, FL 33162
Tel: 305-653-5555
Email: mshoffman@hlalaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Yvette A. Aleman as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BO5CNCA/FR_Aleman_and_Associates_Inc__flsbke-22-18696__0001.0.pdf?mcid=tGE4TAMA
FAIRMONT ORTHOPEDICS: Seeks Cash Collateral Access Thru Jan 2023
----------------------------------------------------------------
Fairmont Orthopedic Sports Medicine, PA asks the U.S. Bankruptcy
Court for the District of Minnesota for authority to use cash
collateral and provide adequate protection through January 27,
2023.
The Debtor requires the use of cash collateral to, among other
things, pay their regularly occurring bills.
The secured lenders in the case are Profinium, Inc. and the United
States Small Business Administration.
The financial issues suffered by the Debtor are primarily COVID
related, and the Debtor is well on its way to recovering from that
momentary dip in its finances. Prior to the filing of the Chapter
11, the Debtor's principal lender obtained a judgment for various
loans taken out by the Debtor and related entities. Although
several months of negotiations were entered into by owner Dr. Corey
Welchlin and his learn, no compromise could be reached, and the
Debtor made the reluctant decision to file for reorganization. The
Debtor hopes its reorganization will allow it to keep serving the
public in several small towns in Minnesota and Iowa, which often
have trouble bringing in and keeping medical specialty services
such as those offered by the Debtor.
Profinium made a loan to Fairmont Orthopedic Sports Medicine, PA,
as borrower, in the principal amount of $1,320,349.
On January 17, 2019, Profinium also advanced a Line of Credit to
FOSM, as borrower, with a maximum principal amount of $300,000. On
January 17, 2019, FOSM executed and delivered a promissory note to
Profinium. FOSM also executed and delivered a Change in Terms
Agreement dated May 13, 2020, to Profinium.
Due to the lack of business during the COVID-19 crisis, the Debtor
defaulted on its obligations to Profinium. On February 18, 2022,
Profinium obtained a judgment in Minnesota State Court against the
Debtor and related parties and guarantors for the amount owing
under the terms of the FOSM note and the FOSM Credit Line.
Upon information and belief, as of June 3, 2022, the following
amounts were due to Profinium by the Debtor:
-- FOSM Note XXXX1973: $1,315,910 with additional amounts
accruing daily of $294.
-- FOSM Credit Line XXXX7908: $366,321 with additional amounts
accruing daily at $92.
On June 1, 2020, the Debtor obtained an Emergency Injury Disaster
Loan from the United States Small Business Administration in the
amount of $150,000.
The SBA Security Agreement was perfected by recording a UCC-l
Financing Statement, against FOSM in the records maintained by the
office of the Minnesota Secretary of State as Filing No.
1161643202301 June 3, 2020.
The monthly payment due under the SBA EIDL is $731 and interest
accrues at 3.75% per annum.
No payments were made on the EIDL by the Debtor pre-petition even
though payments were due as of June of 2021. The Debtor is in
arrears on its payments to the SBA due to its financial issues. The
SBA Stipulation provides for continued payments of $731 per month
until the plan of reorganization is confirmed.
As adequate protection to Profinium, the Debtor proposes to:
(i) grant replacement liens in their collateral;
(ii) report and account for the use of any cash proceeds by the
Debtor on a monthly basis;
(iii) keep the cash and other personal property collateral
insured; and
(iv) provide a payment to Profinium of $5,000 per month.
The Debtor proposes to grant Profinium and the SBA replacement
liens in any new post-petition assets generated by Debtor having
the same dignity, priority and extent as existed on the Petition
Date.
A hearing on the matter is set for November 16, 2022 at 11 a.m.
A copy of the motion is available at https://bit.ly/3tiHoiR from
PacerMonitor.com.
About Fairmont Orthopedics
Fairmont Orthopedics & Sports Medicine, P.A., treats injuries and
diseases of the knee, hip, back, shoulder, hand and foots. The
Company offers pain management, surgery, orthopedics, podiatry,
back and spine, physical therapy, and other related services.
Fairmont Orthopedics serves customers in the State of Minnesota.
Fairmont Orthopedics & Sports Medicine filed a petition for relief
under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Minn. Case No. 22-30926) on June 9, 2022. In the
petition filed by Corey Welchlin MD, as president, the Debtor
estimated assets and liabilities between $1 million and $10 million
each.
The case is assigned to the Hon. Bankruptcy Judge Katherine A.
Constantine.
Kenneth C. Edstrom, Esq., at Sapientia Law Group, is the Debtor's
counsel.
Steven B. Nosek has been appointed as Subchapter V trustee.
FAST RADIUS: Seeks Cash Collateral Access
-----------------------------------------
Fast Radius, Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to use cash
collateral and provide adequate protection.
The Debtor requires the use of cash collateral for (i) working
capital, general corporate purposes, and administrative costs and
expenses of the Debtors incurred in these Cases, and (ii) adequate
protection payments to the Prepetition Lenders, subject to a Carve
Out.
The Debtors' prepetition marketing efforts culminated in the
receipt of an indication of interest on October 7, 2022. Following
almost two weeks of negotiations, an exclusivity agreement was
executed on October 19, 2022, for a potential acquisition of the
Debtors through a cash tender with proceeds potentially sufficient
to yield a return to equity. After two weeks of granular diligence,
however, the counterparty abruptly withdrew its offer late on
November 2, 2022. The Debtors were left with limited liquidity and
forced to pivot to an expedited chapter 11 filing.
As of the Petition Date, the Debtors have approximately $23.8
million in total funded debt obligations, consisting of
approximately $7.4 million in aggregate principal amount
outstanding under the SVB Facility and $16.5 million in aggregate
principal amount outstanding under the SVB Capital Facility.
Fast Radius Operations, Inc. (f/k/a Fast Radius, Inc.) and Silicon
Valley Bank, as lender, are parties to the Loan and Security
Agreement dated as of December 29, 2020.
The SVB Loan Agreement provides for a senior secured, two tranche
term loan facility with a maximum principal availability of $10
million.
As of the Petition Date, Fast Radius is liable and indebted to the
SVB Lender in the aggregate principal amount of not less than $7.3
million, plus any other amounts due and payable under the "Loan
Documents" as defined in the 2020 SVB Loan Agreement.
Fast Radius and SVB Innovation Credit Fund VIII, L.P. are parties
to the Loan and Security Agreement dated as of September 10, 2021.
Under the SVB Capital Loan Agreement, SVB Capital made two $10
million senior secured term loans.
As of the Petition Date, Fast Radius is liable and indebted to SVB
Capital in the approximate aggregate principal amount of $16.5
million, plus any other amounts due and payable under the Loan
Documents.
In the ordinary course of business, the Debtors incur unsecured
indebtedness to various suppliers, trade vendors, utility
providers, and services providers, among others. As of the Petition
Date, the Debtors' estimated outstanding trade payables are
approximately $6 million.
As of the Petition Date, the Debtors have approximately $6.2
million in available cash.
As adequate protection, the Lenders will be granted continuing,
valid, binding, enforceable, non-avoidable, and automatically and
properly perfected postpetition adequate Protection Liens on
substantially all of their encumbered and unencumbered assets, and
all proceeds, rents, profits, products, and substitutions, if any,
of any of thereof.
As further adequate protection, the Lenders will have an adequate
protection superpriority claim with priority over all other
administrative expenses claims and unsecured claims against the
Debtors or their estates, now existing or hereafter arising, of any
kind or nature whatsoever.
The proposed Interim Order includes these Milestones:
(i) On or before November 15, 2022, the Debtors will obtain
the Court's approval of procedures governing a Sale Transaction;
(ii) The Debtors will have received a Qualifying Bid on or
before December 5, 2022; and
(iii) On or before December 12, 2022, the closing date for the
Sale Transaction will have occurred and the proceeds of the Sale
Transaction will have been paid to the Prepetition Lenders in cash
until the SVB Loan Obligations and the SVB Credit Loan Obligations
are indefeasibly paid in full.
A copy of the motion is available at https://bit.ly/3NRvZjA from
PacerMonitor.com.
About Fast Radius, Inc.
Fast Radius, Inc. is a cloud manufacturing and digital supply chain
company. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr.D. Del. Case No. 22-11051) on November 7,
2022. In the petition signed by Patrick McCusker, authorized
signatory, the Debtor disclosed $69.329 million in assets and
$55.212 in liabilities.
The Debtor tapped DLA Piper LLP (US) as legal counsel, Bayard, P.A.
as co-counsel, Lincoln Partners Advisors LLC as investment banker,
Alvarez & Marsal North, America, LLC as financial advisor, and
Stretto, Inc. as claims, administrative, solicitation, and
balloting agent.
FINTHRIVE SOFTWARE: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of FinThrive Software Intermediate Holdings, Inc. (FinThrive)
at 'B-'. Fitch has also affirmed FinThrive's senior secured
first-lien rating at 'B+'/'RR2' and the senior secured second lien
rating at 'CCC'/'RR6'. The Rating Outlook is Stable. Fitch's
actions affect $2.1 billion of outstanding and committed debt.
Since the carve-out in 2021, FinThrive has completed the necessary
acquisitions to weave together a comprehensive RCM software
platform, positioning the company for potentially accelerated
growth. However, the credit profile is at risk to rising interest
rates that are likely to constrain FCF. While liquidity is
sufficient to absorb moderate pressures, negative ratings action
may be warranted if extraordinary spend and capital intensity are
not reduced sufficiently to produce positive FCF.
KEY RATING DRIVERS
Supportive Secular Drivers: Fitch expects FinThrive to benefit from
strong secular trends in U.S. healthcare spending and utilization.
The Centers for Medicare and Medicaid Services (CMS) forecasts
national health expenditure growth of 5.6% per year through 2026
due to long-standing trends including an aging demographic, medical
procedure/drug-cost inflation and utilization growth.
In addition, increased regulatory burdens, claims processing
complexity and pressures on provider profitability serve as strong
tailwinds for continued software adoption by providers. Fitch
believes the secular tailwinds provide a dependable growth
trajectory that benefits the credit profile.
Growth Rates Below Peers: FinThrive has experienced growth rates in
the low to mid-single digits relative to the double-digit rate of
peers and the HCIT sector broadly. Fitch expects continued
near-term subdued growth as the company primarily targets the fully
penetrated large hospital system customer segment, leaving
cross-sell efforts as the primary mechanism for future growth.
However, Fitch believes the company may be poised for accelerated
growth in FY 2024 and beyond now that the necessary acquisitions to
bring an end-to-end RCM software platform to market are complete.
Currently, typical large hospital systems engage dozens of software
tools to address the patient billing cycle. Successful integration
of acquired offerings and deployment of a comprehensive platform
may accelerate cross-selling opportunities while also improving
competitive positioning.
Low Cyclicality: Fitch expects FinThrive, which maintained
consistent growth though the pandemic, to continue to exhibit low
cyclicality as global macroeconomic pressures rise. Fitch believes
the company will exhibit strong correlation to overall U.S.
healthcare spend and utilization, which is highly nondiscretionary
and has experienced uninterrupted growth since at least 2000,
according to CMS.
In addition, risks for material revenue declines are low as the
company's strong retention rates are supported by high switching
costs that involve staff retraining, implementation costs, business
interruption risks and reduced productivity when swapping vendors.
As a result, Fitch believes the credit profile will demonstrate
minor sensitivity to macroeconomic cycles.
Recurring Revenue and Margin Profile: FinThrive's software
offerings are delivered through a multi-tenant, single-instance
cloud platform with 92% of revenue generated from
subscription-based revenue that is predominantly comprised of
fixed-fee products. The high degree of recurring revenue promotes
visibility and is further supported by 99% gross retention rates.
FinThrive maintains strong profitability metrics with EBITDA
margins above the 39% average and 13%-45% range for Fitch-rated
HCIT peers and poised for additional expansion as cost-reduction
actions begin to run-rate. The strong margin profile is supported
by a highly variable cost structure typical of software developers.
Fitch believes the strong margins contribute to the ability to
sustain elevated leverage.
High Leverage: Following its acquisition by PE sponsor, Clearlake,
FinThrive has pursued a primarily debt-financed acquisitive
strategy that has seen the 8.2x Fitch calculated pro forma leverage
at the time of ratings initiation increase to a forecast level of
12.0x in FY 2022, well above the nearly 8.0x median for Fitch-rated
healthcare IT issuers. Fitch forecasts modest deleveraging to 11.0x
over the ratings horizon. Fitch believes further leverage reduction
is constrained by the limited EBITDA growth opportunity with
margins that already benchmark well relative to peers, the low to
mid-single-digit revenue growth profile, accruing PIK interest on
the preferred stock, and the PE ownership that is unlikely to
promote voluntary debt repayment. However, Fitch believes elevated
leverage is supported by the company's dependable growth prospects,
strong margin profile, declining capital intensity and low
cyclicality.
Rising Rates Pressure FCF: Fitch believes FinThrive is vulnerable
to the rapidly rising interest rate environment as an issuer of
primarily floating rate debt. Fitch forecasts cash interest expense
will increase by nearly two-fold on a pro forma run-rate basis,
resulting in a deterioration in coverage metrics to below 1.5x and
to potentially negative FCF. Fitch is currently forecasting
approximately neutral FCF in FY 2022 and modest cash burn FY 2023,
returning to mid-single digit FCF margins thereafter, well below
its prior base case that contemplated FCF margin in the mid-teens.
Nevertheless, Fitch believes there are further downside risks to
FCF as management must successfully execute on plans to reduce
extraordinary spend related to the carve-out process, acquisition
integration, and negative working capital trends. Despite the
reduced FCF outlook, Fitch believes the company has abundant
liquidity, approaching $300 million, to absorb the potential for
sustained pressures over the intermediate term. Due to the
liquidity position and its base case forecast for improvement in
FCF and credit protection metrics, Fitch believes the affirmation
of the rating is warranted.
Strategic Risks: Fitch notes risk in the go-to-market strategy that
targets large hospital systems, which positions FinThrive in direct
competition with larger RCM providers, such as Change Healthcare,
Inc. and Experian Information Solutions, Inc., who could quickly
scale up investment in product and sales efforts. In addition,
large Electronic Health Records (EHR) providers, such as Cerner
Corp., which was acquired by Oracle Corp (BBB+/Negative) in 2021,
or EPIC Systems Corp., are thoroughly entrenched in hospital IT
systems and may leverage their position to vertically integrate
their software stack by expanding into RCM capabilities. This risk
is partially mitigated by the substantial switching costs involved
in replacing an RCM vendor, evidenced by the company's historical
retention rates near 100%.
DERIVATION SUMMARY
Fitch is evaluating FinThrive following its acquisitions of
TransUnion Healthcare, Inc. (TUHC) and Pelitas as management
progresses through their integration and value-creation strategies,
positioning the company for a potential acceleration in growth over
the intermediate term.
Fitch believes the company benefits from a favorable growth
opportunity as healthcare billing processing volumes continue to
expand due to long-standing trends in the U.S. healthcare sector
including, an aging demographic, medical procedure/drug cost
inflation and utilization growth. In addition, Fitch expects
healthcare-centered software will continue to experience rising
adoption as healthcare providers seek to efficiently address
increased regulatory burdens, claims processing complexity and
profitability pressures.
While Fitch views the demand trends positively, new client growth
prospects are partially limited relative to HCIT peers given the
company's target market of large hospital system customers. This
segment is characterized by high software adoption rates nearing
full penetration, rapid consolidation that reduces the set of
potential customers, and higher competitive intensity with larger
scale software providers and entrenched EHR software providers
seeking to expand wallet share. As a result, the company primarily
depends on cross-selling to the existing client base in pursuit of
growth.
Fitch believes the past acquisitions enhance growth prospects as
complimentary product offerings can be integrated in the
development of a true end-to-end RCM software platform, whereas
large hospital systems currently typically engage dozens of
software tools to address the patient billing cycle. Successful
deployment of a comprehensive offering may accelerate cross-selling
opportunities while also improving competitive positioning.
Fitch believes growth is further ensured by a high degree of
recurring revenue, strong client retention rates, high switching
costs and robust sales efforts. Finally, similar to the company's
continued positive organic growth during the pandemic-led downturn,
Fitch expects the company to demonstrate minimal cyclicality and
durable resistance to economic cycles due to the nondiscretionary
nature of healthcare spend.
The company scores positively on profitability metrics with Fitch
forecasting EBITDA margins currently well above the 39% average for
Fitch-rated HCIT peers and poised for additional expansion over the
ratings horizon. However, similar to peers that are predominantly
PE-owned as well, Fitch expects significant deterioration in FCF,
compared to its prior expectation for consistent mid-teens FCF
margins, as rising rates lead to a rapid step-up in cash interest
expense. Fitch is now forecasting approximately neutral FCF in FY
2022 and modest cash burn FY 2023. Fitch believes a return to
positive FCF is achievable in FY 2024 as extraordinary spend
related to the carve-out process and acquisition integration is
reduced, negative working capital trends abate, and capital
intensity declines post the completion of certain growth
investments in product and infrastructure, leading to FCF margin
expansion to mid-single-digits. Fitch believes a return to positive
FCF will be sustainable due the robust profitability, low
cyclicality, and a rapid cash conversion cycle.
Due to the attractive characteristics of the business model, Fitch
believes higher levels of leverage are tolerable. Fitch calculates
pro forma FY 2022 leverage of 12.0x, exceeding the 4.5x-10.0x range
for Fitch-rated HCIT issuers, and forecasts modest deleveraging to
11.0x over the ratings horizon as further reduction is constrained
by the limited revenue growth opportunity, EBITDA margins that
already benchmark well relative to peers, accruing PIK interest on
the preferred stock, and the PE ownership that is unlikely to
promote voluntary debt repayment. Fitch views the elevated leverage
and reduced FCF as the primary determinants of the rating at 'B-'.
No country-ceiling, parent/subsidiary or operating environment
aspects had an impact on the rating. Fitch applied its hybrid
criteria to the expected issuance of preferred equity as part of
the transaction and determined that no equity credit should be
assigned.
Hybrids Treatment and Notching
The transaction to acquire TUHC included the issuance of a new
series of $460 million of preferred equity. The entity incurring
the obligation is MedAssets Software Preferred Intermediate
Holdings, Inc. The terms of the preferred equity include a
provision that would trigger mandatory redemption in the event of a
change in control with no other remedy provided. Under Fitch's
hybrid criteria, any clause that provides for mandatory redemption
resulting from a change in control that cannot be otherwise
remedied would result in no equity credit. Fitch has thus
determined to treat the preferred equity as debt. In March 2022,
the company issued an additional $40 milliin of this series of
preferred equity as part of the financing for the Pelitas
acquisition.
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that FinThrive would be reorganized
as a going-concern in bankruptcy rather than liquidated;
- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation (EV). Fitch contemplates a scenario in which
elevated competition from larger RCM providers results in increased
client churn and decreased revenue growth, as well as increased
sales and R&D expenses to address the challenges. As a result,
Fitch expects that FinThrive would likely be reorganized with a
similar product strategy and higher than planned levels of
operating expenses as the company reinvests to ensure customer
retention and defend against competition.
- Under this scenario, Fitch believes EBITDA margins would decline
such that the resulting GC EBITDA is approximately 10% below pro
forma 2022 forecast EBITDA.
- An EV multiple of 7x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization EV. The choice of this multiple
considered the following factors:
Comparable Reorganizations: In Fitch's 13th edition of its
"Bankruptcy Enterprise Values and Creditor Recoveries" case study,
the agency notes seven past reorganizations in the technology
sector, where the median recovery multiple was 4.9x. Of these
companies, only two were in the software subsector: Allen Systems
Group, Inc. and Aspect Software Parent, Inc., which received
recovery multiples of 8.4x and 5.5x, respectively. Fitch believes
the Allen Systems Group, Inc. reorganization is highly supportive
of the 7.0x multiple assumed for FinThrive given the mission
critical nature of both companies' offerings.
M&A Precedent Transaction: A study of M&A in the healthcare IT
industry from 2015 to 2020 that included an examination of 42
transactions involving RCM providers established a median EV/EBITDA
transaction multiple of 15x. More recent comparable M&A such as the
buyouts of athenahealth, Waystar and eSolutions continue to support
similar transaction multiples.
Fitch evaluated a number of qualitative and quantitative factors
that are likely to influence the GC valuation:
- Secular trends and regulatory environment are highly supportive
as increased regulatory burdens, claims processing complexity and
reimbursement pressures promote demand growth;
- Barriers to entry are high relative to software issuers as deep
domain and regulatory expertise are required to develop solutions
for automated claims processing;
- FinThrive is a top-five RCM software provider to large hospital
systems, but is still of significantly smaller scale than certain
competitors such as Change Healthcare, Inc. and Experian
Information Solutions, Inc.;
- Revenue and cash flow outlook are favorable as long-standing
secular trends in health expenditures are supportive of revenue
growth while strong profitability and low capital intensity promote
FCF margins in the mid-teens;
- Revenue certainty is high as a result of the 92% recurring
revenue profile;
- EBITDA margins are near the top of the 13%-50% range for
Fitch-rated HCIT peers;
- Operating leverage is durable given a highly variable cost
structure typical of software developers. Fitch believes these
factors reflect a particularly attractive business model that is
likely to generate significant interest, resulting in a recovery
multiple at the high-end of Fitch's range.
The recovery model implies a 'B+' and 'RR2' Recovery Rating for the
company's first-lien senior secured facilities, reflecting Fitch's
belief that lenders should expect to recover 71%-90% in a
restructuring scenario. The recovery model also implies a rating of
'CCC'/'RR6' to the second lien term loan reflecting Fitch's belief
that lenders should expect to recover 0%-10% of their value in a
restructuring scenario.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
- Organic revenue growth of 2%-3% in FY 2022 and FY 2023,
consistent with 1H YTD results and bookings trends; growth of 5.5%
per year thereafter, due to cross selling efforts, new logo growth
and increasing medical procedure volumes, consistent with
end-market forecasts;
- EBITDA margins expansion of 240 bps over the rating horizon due
to synergy and cost-reduction realization, facilities
consolidation, scaling efficiencies and reduced one-time costs;
- Capital intensity of 9% in fiscal 2022 due to completion of
product and infrastructure investments, gradually declining toward
7.5% relative to 6.5% average of HCIT peers;
- Extraordinary costs related to carve-out process and acquisition
integration gradually declining to $5 million per annum.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- (Cash flow from operations-capex)/total debt with equity credit
sustained above 5%;
- Reduction in debt leading to total debt with equity
credit/operating EBITDA sustained below 7.5x;
- Revenue growth consistently in excess of Fitch's forecasts;
- Strengthened competitive positioning and increased scale.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Revenue declines resulting from market share losses or
deterioration in competitive position;
- Sustained break-even or negative FCF;
- FFO interest coverage sustained below 1.5x;
- No near-term prospect of recovery in liquidity score above 1.0x
and funding sources subject to material execution risk.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: FinThrive has grown its liquidity position to
$290 million as of 2Q22, consisting of $140 million of cash and the
$150 million undrawn RCF. Fitch believes liquidity levels are more
than sufficient to absorb potential temporary or sustained moderate
cash burn levels resulting from increased interest rates. Under
Fitch's base case, which contemplates negative FCF in FY 2023 with
an inflection the following year, Fitch expects liquidity to
decline modestly to $285 million over the ratings horizon. In
comparison, under a stressed scenario, Fitch believes cash burn
would be limited to less than $10 million per annum on average.
With the exception of financing costs, Fitch believes liquidity
requirements are moderate given low operating expense base, a
highly variable cost structure, a short cash conversion cycle due
to monthly billing, and gradually declining capital intensity.
ISSUER PROFILE
FinThriveis a provider of healthcare RCM software solutions,
serving more than 900 clients, including 37 of the top 40 U.S.
health systems.
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
----------- ------ -------- -----
Finthrive Software
Intermediate
Holdings, Inc. LT IDR B- Affirmed B-
senior secured LT B+ Affirmed RR2 B+
Senior Secured
2nd Lien LT CCC Affirmed RR6 CCC
FIRST TO THE FINISH: Wins Cash Collateral Access Thru Nov 23
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Illinois
authorized Michael E. Collins, the Chapter 11 Trustee for First to
the Finish Kim and Mike Viano Sports Inc., to use cash collateral
on an interim basis in accordance with the budget, with a 10%
variance.
The Chapter 11 Trustee requires the use of cash collateral to
minimize the disruption of the Debtor's business, operate the
business in an orderly manner, maintain business relationships with
vendors, suppliers, and customers, pay employees, and satisfy other
operational as well as working capital needs.
CNB Bank & Trust, N.A., Nike USA, Inc., and the Bank of Springfield
have asserted a perfected security interest in the Debtor's
bankruptcy estate.
The Secured Lenders object and do not consent to the use by the
Trustee of the Prepetition Collateral, including the cash
collateral, except to preserve the status quo until the contested
cash collateral hearing on November 23, 2022.
The Trustee may access cash collateral through the termination
date, which is the earlier of:
(i) November 23, 2022;
(ii) the entry of an Order, on a "final" basis approving the
Trustee's use of cash collateral;
(iii) five business days after notice by any Secured Lender to
the Trustee of any "Termination Event," unless within the
five-business day-period the Trustee has cured the Termination
Event or unless waived by that Secured Lender,
(iv) the date of the dismissal of the Debtor's bankruptcy case
or the conversion of the Debtor's bankruptcy case to a case under
Chapter 7 of the Bankruptcy Code,
(v) the date a sale of substantially all of the Estate's
assets is consummated after being approved by the Court,
(vi) the effective date of any confirmed chapter 11 plan.
As adequate protection, the Secured Lenders will be granted access
to examine the books and records of the Debtor and take an
inventory of assets of the Estate. The parties will use their best
efforts to coordinate on mutually available dates and times to
avoid duplication and disruptions on the operations.
As further adequate protection, and only to the extent of (a) the
diminution of value of a Secured Lender's interest in the
Prepetition Collateral occurring from the Petition Date to the
Termination Date, and (b) the prepetition validity and priority of
each the Secured Lender's respective security interests in the
Prepetition Collateral, the Secured Lenders are granted valid and
perfected, security interests in, and liens including, but not
limited to, replacement liens on all of the right, title, and
interest of the Estate.
As further adequate protection, the Chapter 11 Trustee will take
reasonable steps to preserve any and all rights of the Estate in
FTTF Health Supply, LLC from the sale of personal protective
equipment and related items and will seek documentation regarding
any receivables held by FTTF Health Supply, Inc.
A final telephonic hearing on the matter is set for November 23 at
10 a.m.
A copy of the order is available for free at https://bit.ly/3hpT1Sl
from PacerMonitor.com.
About First to the Finish Kim
and Mike Viano Sports Inc.
First to the Finish Kim and Mike Viano Sports Inc. sells sporting
goods, hobbies, and musical instruments.
First to the Finish Kim and Mike Viano Sports filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ill. Case No. 20-30955) on October 7, 2020. The petition was
signed by Mike Viano, president. At the time of filing, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Laura K. Grandy oversees the case.
The Debtor is represented by Carmody MacDonald P.C.
The Chapter 11 Trustee, Michael E. Collins, is represented by
Manier & Herod, P.C.
CNB Bank & Trust, N.A., as secured lender, is represented by Silver
Lake Group, Ltd. Nike USA, Inc., also a secured lender, is
represented by A.M. Saccullo Legal, LLC.
FREEDOM DRAIN: Wins Interim Use of Cash Collateral
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Freedom Drain Cleaning and Pipe Services LLC to use cash collateral
on an interim basis in accordance with the budget.
The Debtor has an immediate need to use the cash collateral to,
among other things, continue operating its business, maintain the
confidence of its customers, vendors and employees, and preserve
its going concern value.
Pre-petition, the Debtor entered into merchant agreements with
these entities: (i) National Funding, Inc.; (ii) Revenued, LLC;
(iii) EBF Holdings, LLC d/b/a Everest Business Funding and (iv)
First Electronic Bank aka Fundbox.
The Debtor is permitted to use cash collateral in a manner
consistent and in accordance with and subject to the Budget,
including, without limitation, for: (i) working capital
requirements; (ii) general corporate purposes; and (iii) the costs
and expenses of administering the Case.
As adequate protection, the Merchant Lenders are granted additional
and replacement valid, binding, enforceable, non-avoidable, and
automatically perfected postpetition security interests in and
liens upon the Post-Petition Collateral.
The Replacement Liens will be junior only to any other valid,
binding, enforceable, non-avoidable, and perfected security
interests in or liens on any PrePetition Collateral existing as of
the Petition Date or existing immediately prior to the Petition
Date that are perfected after the Petition Date solely to the
extent permitted by section 546(b) of the Bankruptcy Code.
As further adequate protection, the Merchant Lenders are granted an
allowed administrative expense claim ahead of and senior to any and
all other administrative claims in the Case to the extent of any
post-petition Lien Diminution in Value.
A hearing on the matter is set for November 30, 2022, at 2:30 p.m.
A copy of the order is available at https://bit.ly/3V2kPej from
PacerMonitor.com.
About Freedom Drain Cleaning and Pipe Services LLC
Freedom Drain Cleaning and Pipe Services LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 22-11013) on October 28, 2022. In the petition signed by Israel
J. Martinez, Jr., managing member, the Debtor disclosed up to
$500,000 in both assets and liabilities.
Judge Brendan L. Shannon oversees the case.
Frederick B. Rosner, Esq., at The Rosner Law Group, LLC, represents
the Debtor as counsel.
GAUCHO GROUP: Effects 1-for-12 Reverse Common Stock Split
---------------------------------------------------------
Gaucho Group Holdings, Inc. said in a press release that its Board
of Directors has approved a 1-for-12 reverse stock split of the
Company's common stock. The reverse stock split became effective
at 12:01 a.m. (Eastern Time) on Nov. 4, 2022.
The reverse stock split is primarily intended to bring the Company
into compliance with the minimum bid price requirements for
maintaining its listing on the Nasdaq Capital Market. The new
CUSIP number following the reverse stock split will be 36809R305.
As a result of the reverse stock split, every 12 shares of the
Company's common stock issued and outstanding or held by the
Company as treasury stock will be automatically reclassified into
one new share of common stock. The reverse stock split will not
modify any rights or preferences of the shares of the Company's
common stock. Proportionate adjustments will be made to the
exercise prices and the number of shares underlying the Company's
outstanding equity awards, as applicable, and warrants, as well as
to the number of shares issued and issuable under the Company's
equity incentive plans. The common stock issued pursuant to the
reverse stock split will remain fully paid and non-assessable. The
reverse stock split will not affect the number of authorized shares
of common stock or the par value of the common stock. The reverse
stock split was approved by the Company's stockholders at a special
meeting of stockholders held on Aug. 30, 2022 at a ratio in the
range of 1-for-2 and 1-for-20, such ratio to be determined by the
Board of Directors and included in a public announcement. On Nov.
3, 2022, the Company's Board of Directors approved the reverse
stock split at the ratio of 1-for-12.
No fractional shares will be issued in connection with the reverse
stock split and no cash or other consideration will be paid in
connection with any fractional shares. Stockholders who would
otherwise would have held a fractional share after giving effect to
the reverse stock split will instead own one whole share of the
post-reverse stock split common stock.
Continental Stock Transfer and Trust Company, the Company's
transfer agent, will act as the exchange agent for the reverse
stock split. Stockholders of record holding certificates
representing pre-split shares of the Company's common stock will
receive a letter of transmittal from Continental with instructions
on how to surrender certificates representing pre-split shares.
Stockholders should not send in their pre-split certificates until
they receive a letter of transmittal from Continental.
Stockholders with book-entry shares or who hold their shares
through a bank, broker or other nominee will not need to take any
action. Stockholders of record who held pre-split certificates
will receive their post-split shares book-entry and will be
receiving a statement from Continental regarding their common stock
ownership post-reverse stock split.
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.
GENEVER HOLDINGS: Venue Transferred to Connecticut Bankr. Ct.
-------------------------------------------------------------
Bankruptcy Judge James L. Garrity, Jr., grants the joint motion
filed by Genever Holdings LLC and Luc A. Despins, in their capacity
as trustee for Ho Wan Kwok, seeking an order transferring the venue
of the Debtor's chapter 11 case to the Connecticut Bankruptcy
Court.
The NY State Court Action
On April 18, 2017, Pacific Alliance Asia Opportunity Fund L.P.
("PAX") brought an action against Mr. Kwok in the New York State
Supreme Court. On Sept. 15, 2020, the NY State Court granted PAX's
motion for summary judgment on its breach of contract claim against
Mr. Kwok in that lawsuit and awarded PAX a judgment in the amount
of $116.4 million. On Sept. 30, 2020, at the request of PAX, the NY
State Court issued a temporary restraining order preventing Mr.
Kwok "from making or causing any sale, assignment, transfer or
interference with any property in which he has an interest. . . ."
On Oct. 15, 2020, the NY State Court entered a restraining order
specifying that "Mr. Kwok and/or the registered owners of (1) the
Residence at the Sherry Netherland Hotel in New York and (2) the
yacht, the Lady May, are restrained from making or causing any
sale, assignment, transfer, or interference with those assets." At
the time the NY State Court entered the Restraining Order in
October 2020, the Lady May had left the jurisdiction and was
heading to the Bahamas (and later Europe). On Feb. 9, 2022, the NY
State Court ordered Mr. Kwok to pay $134 million in contempt fines
for failing to return the Lady May. Mr. Kwok commenced the
Individual Debtor Case in the Connecticut Bankruptcy Court on Feb.
15, 2022.
The Genever (US) Case
Genever (US) filed for chapter 11 bankruptcy on Oct. 12, 2020
before the New York Bankruptcy Court, and has five creditors that
filed proofs of claim: The Sherry-Netherland, Inc.; PAX; Bravo Luck
Limited; Golden Spring (New York) Ltd.; and Qiang Guo (Mr. Kwok's
son). On March 5, 2021, Bravo Luck filed its claim against the
Debtor, asserting that it paid $76,296,746 in connection with the
Debtor's acquisition of the Sherry-Netherland Apartment and that it
is the beneficial owner of the Apartment. Bravo Luck also contends
that it entered into a Trust Agreement with the Debtor, Mr. Kwok,
and Genever Holdings Corporation ("Genever (BVI)") to make clear
that Mr. Kwok, as the trustee, was holding the shares of the Debtor
and Genever (BVI) and any assets held in their names, the income,
profits, and dividends thereof (if any) in trust for Bravo Luck as
the beneficial owner of the Debtor and Genever (BVI) and, thus, the
Sherry-Netherland Apartment. Sometime in February 2021, PAX, Bravo
Luck, and Genever (US) entered into that certain settlement
agreement related to, with limitation, the marketing and sale of
the Sherry-Netherland Apartment ("Genever Settlement Agreement").
On Oct. 8, 2021, the Court approved the Genever Settlement
Agreement. Thereafter, Genever (US) filed its Chapter 11
liquidating plan of reorganization on Jan. 6, 2022 — the Plan
provides the mechanism to implement the [Genever Settlement
Agreement] and sell the [Sherry-Netherland Apartment] pending
resolution of the Ownership Dispute. On Sept. 26, 2022, Bravo Luck
filed its own Chapter 11 liquidating plan of reorganization and
disclosure statement.
The Genever (BVI) Case
Genever (US) is a wholly owned subsidiary of Genever (BVI), and, in
turn, Genever (BVI) is wholly owned by Mr. Kwok. On Oct. 11, 2022,
Genever (BVI) filed it voluntary petition for relief under chapter
11 of the Bankruptcy Code in the Connecticut Bankruptcy Court.
The Court determines that Genever (US)'s principal assets are the
Sherry-Netherland Apartment in New York and a related security
deposit for a total scheduled value of approximately $73 million.
The Court also determines that the Debtors did not file their
respective chapter 11 cases with the goal of rehabilitating their
businesses. Indeed, none of them operates as a business.
Genever (US) commenced its chapter 11 case in order to monetize the
Sherry-Netherlands Apartment and took steps to address that issue
through the Genever Settlement Agreement as there is now an asset
sale process underway that is being overseen by the Debtor's Sales
Officer. Mr. Kwok filed for chapter 11 to centralize the many
claims against him and his assets in a one forum, and hopefully to
reach consensus with his creditors on a fair and equitable
resolution of claims. Genever (BVI), on the other hand, commenced
its chapter 11 case to avoid time-consuming litigation in the BVI
court and to address all issues relating to Sherry-Netherland
Apartment in a comprehensive and efficient manner.
The Court finds that the "gating issue" in the Genever (US),
Genever (BVI) and Mr. Kwok's chapter 11 cases is the question of
which creditor group will be entitled to share in the value of the
Sherry-Netherland Apartment. The record reflects that the BVI
Litigation has not progressed in a material way because the BVI
Litigation has been automatically stayed as against Genever (BVI)
and Mr. Kwok. To the extent the Genever (US) could be viewed as a
necessary party to that litigation, the automatic stay likewise
bars suit against it.
The Court finds no merit to Bravo Luck's contentions that the BVI
Court should decide the Ownership Dispute. Although well qualified,
the Court believes that the BVI Court is not best suited to address
the gating issues in these cases.
In addition, the Court finds no support to Bravo Luck's contention
that the resolution of which creditor group is entitled to share in
the value of the Sherry-Netherland Apartment should be divided up
between three different courts: (1) the BVI court should determine
Bravo Luck's ownership interest in the Sherry-Netherland Apartment
and the validity of the Trust Agreement (an agreement governed by
U.S. law); (2) this Court should resolve the distribution of
proceeds to Genever (US)'s creditors; and (3) the Connecticut
Bankruptcy Court should resolve the distribution of proceeds (if
any) as it relates to the Individual Debtor's creditors.
The Movants assert and the Court agrees the Connecticut Bankruptcy
Court is the most appropriate forum for resolving the ownership
issues of the Sherry-Netherland Apartment. The Movants assert that
they have neither any intention of delaying the sale process of the
Sherry-Netherland Apartment, nor of halting the work of the Sales
Officer, who was appointed in accordance with the Genever
Settlement Agreement. Thus, the Movants have no intention of
stopping the very process created by the terms of the Genever
Settlement Agreement, which Bravo Luck states "substantively
resolved" the issues in the Genever (US) Case.
The Court finds that there is a substantial overlap in issues and
parties between the Genever (US) Case and Mr. Kwoks Case which
necessitates their coordination in one forum. The Court also finds
that the moving parties have met their burden of demonstrating that
the venue of the Genever (US) Case should be transferred to the
Connecticut Bankruptcy Court.
A full-text copy of the Memorandum Decision and Order dated Nov. 3,
2022, is available at https://tinyurl.com/4yyk7jw5 from
Leagle.com.
About Genever Holdings
Genever Holdings LLC is the owner of the entire 18th floor
apartment and auxiliary units in the Sherry Netherland Hotel
located at 781 Fifth Ave., New York
Genever Holdings filed its voluntary petition for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 20-12411) on Oct. 12, 2020,
listing up to $100 million in both assets and liabilities. Judge
James L. Garrity, Jr. oversees the case.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP,
serves as the Debtor's legal counsel.
GIRARDI & KEESE: Calif. Bar Saw 205 Complaints Before Disbarment
----------------------------------------------------------------
On Nov. 3, 2022, the State Bar of California released information
about disciplinary matters that were opened and closed over the
past 40 years involving now-disbarred attorney Thomas V. Girardi.
According to the State Bar, over the past 40 years, the State Bar
opened 205 disciplinary matters about Girardi. Of the 205 matters,
approximately 120 involved allegations relating to client trust
account violations. The remaining disciplinary matters involved
various allegations ranging from failure to communicate with
clients to failure to perform, as well as misrepresentations to
courts and clients, among others. Of these 205 disciplinary
matters, the State Bar received 69 complaints on or after December
18, 2020, when a petition was filed to force Girardi's law firm
into bankruptcy.
Nearly 60 of those recent complaints alleged client trust account
violations. Three of the 205 disciplinary matters resulted in
Girardi's disbarment earlier this year. An additional 64 matters
were thereafter closed due to his disbarment -- after a disbarment,
there is no further disciplinary action the State Bar can take.
Before his disbarment, Girardi was never publicly disciplined by
the State Bar. Thirteen other matters were previously resolved
through non-public measures at the investigation, prefiling, or
post filing stages.
The remaining 125 matters were handled as follows:
* 60 complaints, or 48 percent, were closed at intake;
* Another 61 complaints, or just under 49 percent, were closed
after investigation; and
* 4 complaints, or just over 3 percent, were closed at the
prefiling stage.
The State Bar acknowledged that the handling of the Girardi matters
brought to light serious failures in the State Bar's attorney
discipline system, failures that have contributed to a lack of
confidence in the State Bar's ability to carry out its core
responsibility of protecting the public.
"There is no excuse being offered here; Girardi caused irreparable
harm to hundreds of his clients, and the State Bar could have done
more to protect the public. We can never allow something like this
to happen again.
I speak on behalf of the entire Board of Trustees when I say that
we want the public to know that we take our statutory mission to
protect the public seriously," said Ruben Duran, Chair of the Board
of Trustees.
Bar-Initiated Investigations
The State Bar began the process of righting the wrongs brought to
light by the Girardi matters in 2021, when we conducted an audit of
all closed disciplinary matters concerning Girardi. That was
followed by the launch of a comprehensive investigation (still
ongoing), into prior actions
taken by any staff or other State Bar affiliated persons, to
determine whether the State Bar's handling of matters involving
Girardi was affected by his connections to, or relationships or
influence with these individuals.
"As I have said previously about this investigation, we are
pursuing the facts as vigorously as possible under the law and will
go where the evidence leads us. We will share more information
about both the audit and the investigation when the latter is
completed," Mr. Duran said.
Girardi Disbarment
The Chief Trial Counsel sought disbarment of Girardi in 2021;
following a default, Girardi was disbarred by the Supreme Court in
June 2022. Also in 2021, even before Girardi was disbarred, the
State Bar's Client Security Fund began making payments to his
victims on an accelerated basis.
Reforms to Attorney Discipline System
Under the Board's leadership, the State Bar has developed and
implemented much-needed reforms to the attorney discipline system.
Among the important steps it has taken thus far is the creation of
the new Client Trust Account Protection Program, which was approved
by the California Supreme Court last month. This program will be
in effect at the commencement of the 2023 annual license renewal
cycle. The program will empower the State Bar—for the first
time—to require licensed attorneys to
report information about all of their client trust accounts
annually, as well as provide the State Bar with new tools to
enhance accountability and oversight of client trust accounts and
deter misconduct. The Program includes resources and tools to
assist licensees in complying with the new requirements.
The Board of Trustees also appointed George S. Cardona, a former
federal prosecutor, as the State Bar's Chief Trial Counsel, who was
confirmed by the Senate earlier this year -- the first such
confirmation in ten years. The new leadership team was further
bolstered by the hiring of Ellin Davtyan as the State Bar's new
general counsel.
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
GIRARDI & KEESE: Lawyers Escape Contempt in Lion Air Funds Case
---------------------------------------------------------------
Joyce E. Cutler of Bloomberg Law reports that former Girardi Keese
attorneys David Lira and Keith Griffin will not be held in contempt
for their involvement in the Lion Air crash litigation during which
millions of dollars due to victims was stolen, a Chicago federal
judge said, adding that Edelson PC, prosecutors, and the state bars
will "bring bad actors to account."
Judge Thomas M. Durkin, US District Court for the Northern District
of Illinois on Wednesday, November 2, 2022, denied in a contempt
motion filed by Chicago-based Edelson—Girardi Keese's local
counsel in the class-action litigation in the 2018 crash of a
Boeing Co. 737 Max 8 airliner that killed 189 passengers and crew.
The court held a three-day hearing in December on the motion as it
pertained to Lira and Griffin one year after issuing an order
finding since-disbarred plaintiffs lawyer Thomas Girardi and his
firm in contempt and entering a judgment against them in the amount
of the outstanding payments.
"Girardi took advantage of vulnerable people at their most
vulnerable moments, and he used the prestige of his profession, the
reputation of American courts, and the imprimatur of this Court to
do it," Durkin said. "It is nearly impossible to mend such a breach
of trust."
"The best we can do is demonstrate that the legal system Girardi
besmirched has the ability to rectify its errors and bring bad
actors to account. With the hearings and settlements initiated by
the Edelson firm, a step has been taken in that direction," Durkin
said.
Durkin already found Girardi in contempt for taking clients’
money. Girardi has since been disbarred in California. The man and
the firm are in involuntary bankruptcy. The Edelson firm earlier
this year brokered a settlement with its insurance carrier
resulting in the clients being paid in full.
"Evaluation of counsel's conduct is now left to more proper
authorities, whether they be a state bar, criminal prosecutors, or
one of the several ongoing civil proceedings addressing the
relationship between these parties specifically or Girardi's
actions more generally," the judge said.
Attorneys' Response
While the court didn't grant all the relief the Edelson firm
sought, "we are gratified that the Court found that we proved that
Girardi was 'operating a Ponzi scheme with client money,'" Jay
Edelson said in an email.
"We look forward to continuing to do our part, through our civil
cases and public advocacy, to usher in some badly needed reform,"
Edelson said. "We do hope that, at some point, the California bar
stops being a shield protecting those who participated in Tom's
criminal scheme and instead does the job it was established to
do."
Edelson separately sued the firm, Girardi, Erika Girardi, attorneys
David Lira, and Keith Griffin and others alleging they engaged in a
Ponzi scheme that stole more than $100 million from clients,
co-counsel, and others.
"Tom Girardi's conduct and treatment of the Lion Air clients is
inexcusable. He should be held accountable for his actions as the
sole owner and principal of Girardi Keese," Ryan Saba, with Rosen
Saba LLP representing Griffin, said in an email. "Mr. Griffin is
grateful that the victims of the Lion Air crash have been made
whole and is sympathetic for the ordeal imposed upon them."
Michael D. Monico, with Monico & Spevack representing Girardi,
didn’t immediately respond to an email seeking comment.
Durkin said Wednesday that it wasn't credible Griffin and Lira, who
is Girardi’s son-in-law, "were so completely unaware of the prior
disputes over client payments that they had no suspicions of
Girardi’s conduct and motives."
"In short, it is difficult to believe Griffin and Lira were unaware
that Girardi was running a Ponzi scheme with client money, which in
fact he was," the court said.
Edith R. Matthai, with Robie & Matthai representing Lira, said "we
are not making comments on the court proceedings involving David."
The case is In re Lion Air Flight JT 610 Crash, N.D. Ill., No.
1:18-cv-07686, opinion 11/2/22.
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
H. I. D. INTERIORS: Fine-Tunes Plan Documents
---------------------------------------------
H. I. D. Interiors, Inc., submitted a Second Amended Plan of
Reorganization for Small Business.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $100,500.00. The final
Plan payment is expected to be paid on August 15, 2027.
This Plan of Reorganization proposes to pay creditors of the Debtor
from net proceeds of business operations.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 14 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
This Plan has no statutory fees are anticipated, and no quarterly
fess are anticipated.
Like in the prior iteration of the Plan, each holder of a Class 3
Non-priority Unsecured Claim will receive its pro rata share of the
Debtor's projected disposable income available after payment of
senior classes, if any. At present, it appears unsecured creditors
may receive approximately 14.3 cents on the dollar.
Plan payments shall be funded by net income generated by the
Debtor's business operations for a period of 60 months following
the date the first payment is due under the Plan. Debtor's
projections show funds will be available to pay creditors under the
Plan in an amount that exceeds the Chapter 7 liquidation amount.
All recurring payments under the Plan will be made on a quarterly
basis.
In the event that Debtor fails to make a payment required under the
Plan and such default remains uncured for 14 days, the payee
suffering the default or the United States Trustee or any party in
interest may request that the Bankruptcy Court order the
liquidation of the Debtor's remaining assets sufficient to cure
such default.
A full-text copy of the Second Amended Plan dated November 3, 2022,
is available at https://bit.ly/3TrlvbL from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Craig E. Dywer, Esq.
8745 Aero Drive, Suite 301
San Diego, CA 92123
Tel: (858) 268-9909
Fax: (619) 582-1980
Email: craigedwyer@aol.com
About H. I. D. Interiors
H. I. D. Interiors Inc., doing business as H.I.D. Drywall, operates
in the business services industry. It holds a Drywall license
according to the California license board.
H. I. D. Interiors filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No.
22-01228) on May 9, 2022, listing as much as $1 million in both
assets and liabilities. Barbara R. Gross serves as Subchapter V
trustee.
Judge Margaret M. Mann oversees the case.
Craig E. Dwyer, Esq., a practicing attorney in San Diego, Calif.,
represents the Debtor in its Chapter 11 case.
HOLONG CS LLC: Seeks to Hire Joyce W. Lindauer Counsel
------------------------------------------------------
Holong CS, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Joyce W. Lindauer
Attorney, PLLC as its legal counsel.
The Debtor requires legal assistance to effectuate a
reorganization, propose a plan of reorganization, and effectively
move forward in its Chapter 11 proceeding.
The firm will be paid at these rates:
Joyce W. Lindauer, Esq. $450 per hour
Austin Taylor, Associate $275 per hour
Sydney Ollar, Associate Attorney $250 per hour
Paralegals/Legal Assistants $65 to $195 per hour
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer from the Debtor in the amount of
$15,000.
Joyce Lindauer, Esq., the owner of the firm, disclosed in a court
filing that her firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.com
About Holong CS
Holong CS LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-32935) on Oct. 3,
2022. In the petition filed by Jack Kaphle, as manager, the Debtor
reported assets and liabilities between $1 million and $10
million.
Jarrod B Martin has been appointed as Subchapter V trustee.
The Debtor is represented by Joyce Williams Lindauer of Joyce W.
Lindauer Attorney, PLLC.
IBIO INC: Accelerates Transformation to AI-Powered Biotech
----------------------------------------------------------
iBio, Inc. announced it is seeking to divest its contract
development and manufacturing organization (iBio CDMO, LLC) in
order to complete its transformation into an antibody discovery and
development company. Proceeds and cost-savings from the
divestiture of the CDMO facility and reduction in operations will
be invested in advancing the Company's lead immuno-oncology assets
towards the clinic, as well as the continued development of the
RubrYc Discovery Engine, the artificial intelligence platform used
to create the majority of iBio's therapeutic candidates, and
intended to extend the Company's cash runway.
"We currently possess valuable assets in both biomanufacturing and
biotech," said Tom Isett, CEO of iBio. "We believe focusing our
efforts on drug discovery and development to be the path to
greatest value-creation for shareholders, especially given the
recent addition of RubrYc Therapeutics' pipeline and tools to
engineer precision-targeting antibodies. Concurrently, given the
strong demand for biomanufacturing capacity, we are providing the
opportunity for another organization to more fully utilize the
advanced bioanalytical and bioprocess capacity resident in our
large-scale cGMP biologics production facility located in the
growing Southeast Texas 'Biocorridor'. We are expecting to
complete the CDMO divestiture in 2023, while we focus on advancing
our lead preclinical program and our expanding pipeline and
partnership opportunities."
Following a detailed review of its pipeline and growth
opportunities, iBio will focus its resources on the continued
development of its lead immuno-oncology assets including, IBIO-101,
an immunotherapy for the depletion of regulatory T cells, and two
differentiated, antibody candidates emanating from its antibody
discovery platform, EGFRvIII and CCR8. In pre-clinical research,
each demonstrates specificity for its target and a high degree of
cell-killing capability, with potentially reduced off-target
effects.
In order to fund further pipeline and platform development, a
global life science transaction firm has been engaged to lead the
sale of the assets of the CDMO. This includes the
130,000-square-foot cGMP facility, which is configurable for a
variety of large-scale bioproduction systems and iBio's proprietary
FastPharming Expression System and GlycaneeringTM Technology. The
Company expects it may be able to complete a transaction in 2023,
although there is no assurance as to when, or for how much, iBio
may be able to sell its CDMO assets.
In conjunction with the divestment, iBio has commenced a
comprehensive workforce reduction of approximately 60% of the
current Company staffing levels, primarily focused on the workforce
located at the cGMP facility in Bryan, Texas. After the conclusion
of the workforce reduction, the majority of the Company is expected
to operate out of the new Drug Discovery Center in San Diego, CA,
which opened in September of this year.
"While parting with members of our 'WeBio' team will be incredibly
difficult, we do so with the knowledge that demand for their
talents in the Texas Biocorridor area is high," commented Michael
Jenkins, iBio's VP, Operations. "On behalf of the CDMO site
leadership team, we thank our colleagues who have invested so much
in our Bryan/College Station facility – and whose dedication to
our mission has helped build the Company and developed iBio's
proprietary FastPharming Expression System and Glycaneering
Technology."
The transition to a focused AI-Biotech business is expected to
reduce iBio's monthly burn rate by approximately half, or
approximately $2.5-3.0 million per month. Assuming an asset sale
at levels comparable with other similar cGMP facilities, the
Company believes that cost reductions in conjunction with proceeds
from asset sales could provide cash runway into the first half of
calendar year 2024.
Considering its announced change in geographic location, iBio will
commence a search for a new CEO. It is expected that Mr. Isett
will continue as CEO of iBio through this transformation. In order
to maintain consistency, William D. (Chip) Clark was appointed by
the Board of Directors to assume the role of Chairman.
"On behalf of the Board of Directors, we want to thank Tom for his
ongoing service to iBio. Tom's experience will help us guide the
Company through this strategic transformation," said Mr. Clark,
Chairman of iBio.
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com-- is a plant-based biologics
manufacturing company. Its FastPharming System combines vertical
farming, automated hydroponics, and novel glycosylation
technologies to rapidly deliver high-quality monoclonal antibodies,
vaccines, bioinks and other proteins. iBio is developing
proprietary products which include biopharmaceuticals for the
treatment of cancers, as well as fibrotic and infectious diseases.
The Company's subsidiary, iBio CDMO LLC, provides FastPharming
Contract Development and Manufacturing Services along with
Glycaneering Development Services for advanced recombinant protein
design.
iBio reported a net loss attributable to the Company of $50.30
million for the year ended June 30, 2022, a net loss attributable
to the Company of $23.21 million for the year ended June 30, 2021,
a net loss attributable to the company of $16.44 million for the
year ended June 30, 2020, and a net loss attributable to the
Company of $17.59 million for the year ended June 30, 2019. As of
June 30, 2022, the Company had $99.41 million in total assets,
$35.92 million in total liabilities, and $63.48 million in total
equity.
INTERPACE BIOSCIENCES: Extends Term of Pittsburgh Lease Until 2028
------------------------------------------------------------------
Interpace Biosciences, Inc. has entered into a fourth amendment to
its existing Pittsburgh laboratory lease for 20,000 leasable square
feet of space located at 2515 Liberty Avenue, Pittsburgh,
Pennsylvania with Saddle Lane Realty, LLC to exercise the Company's
first option and right to extend the term of the Lease to June 30,
2028.
Total minimum rent payments during this extended term equal
$550,000 per year. In addition, the Amendment contains a
conditional tenant rent credit clause whereby if the Company
completes certain tenant renovations on or before July 31, 2024 and
such renovations exceed $250,000, the Landlord will provide a
tenant improvement allowance equal to $200,000 to be credited
against rent in twenty-four monthly installments of $8,333
commencing on the month following the date the Company provides
evidence of such tenant improvements. The Amendment also grants
the Company a right of first refusal under certain circumstances to
an additional 4,632 leasable square feet of space.
The Lease was entered into on March 31, 2017, and was previously
amended on Sept. 26, 2017, March 15, 2018 and Feb. 22, 2019.
About Interpace
Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a
Interpace Diagnostics Group, Inc. -- http://www.interpace.com--
offers specialized services along the therapeutic value chain
including early diagnosis and prognostic planning.
Interpace Biosciences reported a net loss of $14.94 million for the
year ended Dec. 31, 2021, compared to a net loss of $26.45 million
for the year ended Dec. 31, 2020. As of June 30, 2022, the Company
had $35.49 million in total assets, $36.90 million in total
liabilities, $46.54 million in redeemable preferred stock, and a
total stockholders' deficit of $47.95 million.
Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
operating losses, has negative operating cash flows and is
dependent upon its ability to generate profitable operations in the
future and/or obtain additional financing to meet its obligations
and repay its liabilities arising from normal business operations
when they come due. These conditions raise substantial doubt about
its ability to continue as a going concern.
JM GLOBAL DISTRIBUTION: Hires Tang & Associates as Counsel
----------------------------------------------------------
JM Global Distribution, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Tang & Associates to serve as legal counsel in its Chapter 11
case.
The firm's services include:
(a) advise the Debtor on matters relating to administration of
the Estate, and on the Debtor's rights and remedies with regard to
the Estate's assets and the claims of secured and unsecured
creditors;
(b) appear for, prosecute, defend, and represent the Debtor's
interest in suits arising in or related to this case, including any
adversary proceedings against the applicant;
(c)assist in the preparation of such pleadings, applications,
schedules, orders, and other documents as are required for the
orderly administration of this Estate; and
(d) represent the Debtor in any adversary proceeding to recover
assets of the bankruptcy estate.
The firm charges $400 per hour for attorney's services and $200 per
hour for paralegal and law clerk services. The retainer fee is
$6,898.
Kevin Tang, Esq., at Tang & Associates, disclosed in a court filing
that his firm is a "disinterested person" as that term is defined
in the Bankruptcy Code.
The firm can be reached through:
Kevin Tang, Esq.
Tang & Associates
17011 Beach Blvd, Suite 900
Huntington Beach, CA 92647
Tel: (714) 594-7022
Fax: (714) 594-7024
Email: kevin@tang-associates.com
About JM Global Distribution
JM Global Distribution, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 22-15131) on September 20,
2022, disclosing under $1 million in both assets and liabilities.
The Debtor is represented by TANG & ASSOCIATES.
JOHNSON & JOHNSON: Kenneth Feinberg Plays Key Role in Cancer Suits
------------------------------------------------------------------
Steven Church of Bloomberg News reports that the same lawyer who
oversaw payments to victims of the Sept. 11 terrorist attacks has
become a crucial factor in Johnson & Johnson's fight against tens
of thousands of cancer lawsuits.
Kenneth R. Feinberg was approved Monday, October 31, 2022, to
continue as mediator for two bankrupt companies that supplied J&J
with talc for its baby powder. In a separate case in New Jersey, a
federal judge has asked Feinberg to estimate J&J's liability in
about 40,000 lawsuits alleging tainted talc causes cancer. J&J
disputes claims that the talc it used to making baby powder and
other products is harmful.
In the Chapter 11 cases of IMERYS TALC AMERICA, INC., et al., and
CYPRUS MINES CORPORATION, the U.S. Bankruptcy Court for the
District of Delaware approved on Oct. 31, 2022, a stipulation
continuing through Dec. 31, 2022, the mediation among (i) the
Imerys Debtors; (ii) the Imerys TCC; (iii) the Imerys FCR; (iv) the
Cyprus Debtor; (v) the Cyprus TCC; (vi) the Cyprus FCR
(collectively, the "Estate Mediation Parties"); and (vii) Cyprus
Amax Minerals Company ("CAMC").
On Nov. 30, 2021, the Delaware Court ordered that Mr. Feinberg is
authorized to serve as mediator for the purpose of mediating any
and all issues related to the settlement entered into by and among
the Cyprus Debtor, Cyprus Amax Minerals Company, the Imerys Debtors
and other parties and related issues and the resolution of disputes
over the obligations of certain insurers that issued insurance
policies to the Cyprus Debtor and its past and present affiliates.
The term of the Mediation has been extended on multiple occasions,
and the parties believe that another extension is likely to be
productive and, as such, is worth the continued time and expense to
each of the Cyprus Estate and the Imerys Estates.
About Johnson & Johnson
Johnson & Johnson is an American multinational corporation founded
in 1886 that develops medical devices, pharmaceuticals, and
consumer packaged goods. It is the world's largest and most
broadly based healthcare company.
Johnson & Johnson is headquartered in New Brunswick, New Jersey,
the consumer division being located in Skillman, New Jersey. The
corporation includes some 250 subsidiary companies with operations
in 60 countries and products sold in over 175 countries.
The corporation had worldwide sales of $82.6 billion in 2020.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time
of the filing, the Debtor was estimated to have $1 billion to $10
billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee
for Regions 3 and 9 reconstituted the talc claimants' committee and
appointed two separate committees: (i) the official committee of
talc claimants I, which represents ovarian cancer claimants, and
(ii) the official committee of talc claimants II, which represents
mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
KOPIN CORP: Reports Revised Third Quarter Net Loss of $6.1 Million
------------------------------------------------------------------
Kopin Corporation filed an amended Form 8-K with the Securities and
Exchange Commission to amend the Company's Current Report on Form
8-K, furnished with the SEC on Nov. 1, 2022, solely to correct
information reported in the press release furnished as Exhibit 99.1
to the original filing.
As revised, the Company reported a net loss of $6.15 million on
$11.73 million of revenues for the three months ended Sept. 24,
2022, compared to a net loss of $2.13 million on $10.89 million of
revenues for the three months ended Sept. 25, 2021.
For the nine months ended Sept. 24, 2022, the Company reported a
net loss of $13.17 million on $35.22 million of revenues compared
to a net loss of $10.16 million on $32.47 million of revenues for
the nine months ended Sept. 25, 2021.
As of Sept. 24, 2022, the Company had $49.48 million in total
assets, $15.12 million in total current liabilities, $1.39 million
in other long-term liabilities, $2.75 million in operating lease
liabilities (net of current portion), and $30.21 million in total
stockholders' equity.
A full-text copy of the Revised Press Release is available for free
at:
https://www.sec.gov/Archives/edgar/data/771266/000115752322001468/a52958407_ex991.htm
About Kopin
Kopin Corporation -- http://www.kopin.com-- is a developer and
provider of innovative display and optical technologies sold as
critical components and subassemblies for military, industrial and
consumer products. Kopin's technology portfolio includes
ultra-small Active Matrix Liquid Crystal displays (AMLCD), Liquid
Crystal on Silicon (LCOS) displays and Organic Light Emitting Diode
(OLED) displays, a variety of optics, and low-power ASICs.
Kopin reported a net loss of $13.47 million for the year ended Dec.
25, 2021, a net loss of $4.53 million for the year ended Dec. 26,
2020, and a net loss of $29.37 million for the year ended Dec. 28,
2019. As of Dec. 25, 2021, the Company had $63.01 million in total
assets, $23.38 million in total liabilities, and $39.63 million in
total stockholders' equity.
LEVINSON & SANTORO: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Levinson & Santoro Electric Corp.
18-20 130th Street
College Point, NY 11356
Business Description: The Debtor provides electrical work and
services.
Chapter 11 Petition Date: November 9, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 22-42814
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: dkirby@kacllp.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Fred Levinson as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/AIFWFMA/Levinson__Santoro_Electric_Corp__nyebke-22-42814__0001.0.pdf?mcid=tGE4TAMA
LHOTSE CIS LLC: Seeks to Tap Joyce W. Lindauer as Counsel
---------------------------------------------------------
Lhotse CIS, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Joyce W. Lindauer
Attorney, PLLC as its legal counsel.
The Debtor requires legal assistance to effectuate a
reorganization, propose a plan of reorganization, and effectively
move forward in its Chapter 11 proceeding.
The firm will be paid at these rates:
Joyce W. Lindauer, Esq. $450 per hour
Austin Taylor, Associate $275 per hour
Sydney Ollar, Associate Attorney $250 per hour
Paralegals/Legal Assistants $65 to $195 per hour
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer from the Debtor in the amount of
$15,000.
Joyce Lindauer, Esq., the owner of the firm, disclosed in a court
filing that her firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.com
About Lhotse CIS
Lhotse CIS LLC operates a Country Inn & Suites located in Houston,
Texas. The Debtor filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
22-bk-32937) on Oct. 3, 2022. In the petition filed by Jack
Kaphle, as manager, the Debtor reported assets and liabilities
between $1 million and $10 million.
Chris Quinn has been appointed as Subchapter V trustee.
The Debtor is represented by Joyce Williams Lindauer of Joyce W.
Lindauer Attorney, PLLC.
LIVEONE INC: Falls Short of Nasdaq Minimum Bid Price Requirement
----------------------------------------------------------------
LiveOne, Inc. received a notification letter from the Listing
Qualifications Department of The Nasdaq Stock Market, LLC on Oct.
28, 2022, notifying the Company that, based on the closing bid
price for the previous 30 consecutive business days, the listing of
the Company's shares of common stock was not in compliance with
Nasdaq Listing Rule 5550(a)(2) to maintain a minimum bid price of
$1.00 per share.
The letter from Nasdaq has no immediate effect on the listing of
the Company's common stock on The Nasdaq Capital Market. In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has
a period of 180 calendar days from Oct. 28, 2022, to regain
compliance with the Bid Price Rule. To regain compliance during
this 180-day compliance period, the closing bid price of the
Company's shares of common stock must be at least $1.00 for a
minimum of ten consecutive business days.
In the event that the Company does not regain compliance with the
Bid Price Rule prior to the expiration of the 180-day compliance
period, the Company may be eligible for an additional 180-day
compliance period. To qualify, the Company will be required to
meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for The Nasdaq
Capital Market, with the exception of the Bid Price Rule, and will
need to provide written notice of its intention to cure the
deficiency during the second compliance period, by effecting a
reverse share split, if necessary. If the Company is not able to
meet these requirements, the Company will receive written
notification from Nasdaq that the Company's shares are subject to
delisting. At that time, the Company may appeal the relevant
delisting determination to a hearings panel pursuant to the
procedures set forth in the applicable Nasdaq Listing Rules.
However, there can be no assurance that, if the Company does appeal
the delisting determination by Nasdaq to the panel, that such
appeal would be successful.
The Company said it will continue to actively monitor the closing
bid price of its common stock and will evaluate available options
to resolve the deficiency and regain compliance with the Bid Price
Rule. The Company added there can be no assurance that it will be
able to regain compliance with the Bid Price Rule and thereby to
maintain the listing of its common stock on The Nasdaq Capital
Market.
About LiveOne
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ:
LVO) (formerly known as LiveXLive Media, Inc.) is a creator-first,
music, entertainment and technology platform focused on delivering
premium experiences and content worldwide through memberships and
live and virtual events.
LiveOne reported a net loss of $43.91 million for the year ended
March 31, 2022, compared to a net loss of $41.82 million for the
year ended March 31, 2021. As of June 30, 2022, the Company had
$72.37 million in total assets, $82.15 million in total
liabilities, and a total stockholders' deficit of $9.78 million.
Los Angeles, California-based BDO USA, LLP, the Company's former
auditor, issued a "going concern" qualification in its report dated
June 29, 2022, citing that the Company has suffered recurring
losses from operations, negative cash flows from operating
activities and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
LUCIEN H. MARIONEAUX JR: Move for Issuance of Stay Denied
---------------------------------------------------------
Bankruptcy Judge John S. Hodge denies the Debtor Lucien Harry
Marioneaux, Jr.'s request for issuance of a stay pending appeal.
The Debtor's aunt, Mary Sue Marioneaux, holds a state court
judgment exceeding $8 million against Debtor, his father's
Succession and others for breaches of trust, mismanagement of
funds, failure to account and fraud. The judgment is currently on
appeal in a Louisiana Appellate Court.
Then, the Debtor's aunt appears in this case in her individual
capacity as a judgment creditor, as co-trustee of her trust (which
is also a judgment creditor) and as provisional administrator of
the Debtor's father's succession. She reached a settlement with the
Bankruptcy Trustee to resolve all her claims. Among other things,
the Compromise would (a) dismiss the appeal pending in the
Louisiana Appellate Court; (b) transfer money and property to the
bankruptcy estate which could be used to satisfy allowed claims
held by non-settling parties; and (c) provide for the allowance of
the full amount of the proof of claim filed by the judgment
creditors. The Court approved the Compromise between the chapter 11
Trustee and Debtor's aunt.
More than 14 days following the approval of the compromise, the
Settling Parties substantially consummated their compromise by: (a)
executing a compromise agreement; (b) transferring $500,000 to the
Trustee (which was wired prior to Debtor's filing the motion for
stay); (c) assigning certain membership interests in LHM Holdings,
LLC to the Trustee; and (d) filing a joint motion to dismiss the
appeal pending in the Louisiana First Circuit.
The Debtor timely filed a notice of appeal of the order approving
the compromise and filed the instant motion to stay the order
pending his appeal.
In his motion, the Debtor largely reasserts the arguments advanced
in his original opposition to the Trustee's motion to compromise
— that was already rejected by the Court. The Debtor does not
argue that the bankruptcy court applied the wrong legal standards
in determining whether it should approve the Compromise Agreement.
He simply disagrees with the conclusions reached by the bankruptcy
court regarding: (1) the probability of success in litigating the
claims subject to settlement, with due consideration for the
uncertainty in fact and law; (2) the complexity and likely duration
of the compromised litigation and any attendant expense,
inconvenience, and delay, and (3) all other factors bearing on the
wisdom of the compromise. In view of foregoing, the Court finds
that the Debtor has not established a substantial likelihood of
success on his appeal.
The Debtor also asserts that he will suffer irreparable harm if the
Court denies the stay. First, the Debtor contends that, if the stay
is not granted, the Trustee will argue that the appeal will be moot
once the parties fully consummate the settlement — the Court
rejects this argument. Second, the Debtor argues that if the
Louisiana Appellate Court dismisses the pending appeal, the Debtor
will need to resume litigation in the discharge and
dischargeability adversary proceeding pending before the Court
(Adversary Case No. 22-1004, Marioneaux et al. v. Marioneaux).
On the other hand, the Trustee argues — and the Court agrees —
that if the stay will be granted, it will cause substantial harm to
the bankruptcy estate and its creditors by preventing the
consummation of a very favorable settlement. The Court finds that a
stay would cause a significant delay in the administration of the
estate. Moreover, the Court notes that the Settling Parties already
filed a motion to dismiss the appeal pending in state court which,
if granted, would resolve the pending litigation involving the
estate. The Court maintains that unwinding a settlement that is
already consummated would harm the estate.
In addition, the Court finds that the public interest is served by
denying a stay because the efficient administration of bankruptcy
proceedings serves the public interest. The Court concludes that
granting a stay at this juncture — after the trustee has taken
substantial actions pursuant to the order approving the Compromise
— would result in an inefficient administration of the bankruptcy
proceedings contrary to the public interest.
A full-text copy of the Memorandum Ruling dated Nov. 4, 2022, is
available at https://tinyurl.com/3an2d35d from Leagle.com.
The Chapter 11 case is In re Lucien Harry Marioneaux, Jr., Chapter
11, Debtor, Case No. 21-10421 (Bankr. W.D. La.).
LUMILEDS HOLDING: Plan Effective Date Occurred October 31
---------------------------------------------------------
The Second Amended Joint Prepackaged Chapter 11 Plan of
Reorganization filed by Lumileds Holding B.V. and its
debtor-affiliates was substantially consummated, and the Plan
became effective on Oct. 31, 2022.
As reported by the Troubled Company Reporter on Oct. 20, 2022,
Lumileds Holding B.V., a global leader in innovative lighting
solutions, on Oct. 14 disclosed that the United States Bankruptcy
Court for the Southern District of New York has confirmed the
Company's Plan of Reorganization (the "Plan"). Lumileds plans to
emerge from the chapter 11 process ("Chapter 11") the week of
October 31 following the satisfaction of certain administrative
items before the Plan becomes effective.
Under the terms of the Plan, Lumileds will complete a comprehensive
restructuring transaction which will reduce the Company's funded
debt by approximately $1.4 billion, provide capital to accelerate
Lumileds' growth, and enable further investment in innovation that
will allow the Company to pursue additional strategic
opportunities.
Prior to commencing their Chapter 11, the Company announced the
execution of a Restructuring Support Agreement (the "RSA"), whereby
the Company obtained the necessary support from its lenders to
confirm the Plan. The Company's narrowly focused prepackaged
Chapter 11 filing was then commenced on August 29, 2022 and was
limited to involving only Lumileds U.S. and Dutch Lumileds.
Following the solicitation period, approximately 92% of Lumileds'
first lien lenders voted in favor of the Plan and over 99% of the
first lien lenders ultimately executed the RSA. Under the terms of
the Plan, the pre-petition first lien lenders provided the Company
with commitments for up to $275 million in new capital, first as
part of the DIP Facility which was then converted into a five-year
exit facility.
"Throughout this process we continue to maintain our sharp focus on
driving innovation and developing new products and solutions for
our customers, and we are excited by the opportunities ahead for
Lumileds," said Matt Roney, CEO of Lumileds. "With the
confirmation of our plan of reorganization, we will implement our
financial restructuring to deleverage our balance sheet,
significantly increase our liquidity and even better position
ourselves for long-term growth and innovation. We thank all our
stakeholders for their ongoing support and confidence in our
market-leading position in the specialty lighting industry, which
has allowed us to reach this significant milestone so quickly and
on schedule."
For more information on Lumileds' restructuring, including access
to Court documents, please visit https://dm.epiq11.com/Lumileds or
contact Epiq Corporate Restructuring, LLC, the Company's noticing
and claims agent at +1 800-497-9116 (for toll-free domestic calls)
and +1 503-520-4495 (for tolled international calls) or email
Lumiledsinfo@epiqglobal.com.
Evercore is acting as investment banker for the Company, Latham &
Watkins is acting as restructuring counsel to Lumileds and
AlixPartners, LLP is acting as financial advisor. PJT Partners is
acting as financial advisor for an ad hoc group of Lumileds'
lenders, and Gibson, Dunn & Crutcher LLP is acting as the ad hoc
group's legal counsel.
About Lumileds Holding B.V.
Lumileds Holding B.V. is a global manufacturer of innovative
lighting solutions. In the 1960s, the Company expanded its
offerings to also include state-of-the-art LED devices alongside
the automotive lighting technologies that it had continued to
innovate. Today, the Company continues to develop and manufacture
high-tech lighting products for the automotive, mobile device,
consumer, general lighting, and industrial markets.
Lumileds Holding and several affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-11155) on Aug. 29, 2022. In the petition signed by Johannes
Paulus Teuwen, chief financial officer, Lumileds Holding disclosed
up to $100 million in assets and up to $500 million in
liabilities.
Judge Lisa G. Beckerman oversees the case.
The Debtor tapped Latham & Watkins LLP as legal counsel, Paul,
Weiss, Rifkind, Wharton & Garrison LLP as special financing and
employee compensation counsel, AlixPartners, LLP as financial
advisor, and Evercore Inc. as investment banker, and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
Davis Polk & Wardwell LLP serves as counsel to the DIP Lenders.
The Secured Lender Group retained Gibson Dunn & Crutcher LLP,
Loyens & Loeff N.V., Roland Berger LP, and PJT Partners LP, as
counsel or financial advisor.
MANZELLA PROPERTIES: Case Summary & Four Unsecured Creditors
------------------------------------------------------------
Debtor: Manzella Properties, LLC
101 East Imperial Highway
Brea, CA 92821
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: November 9, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-11915
Debtor's Counsel: Tracy Green, Esq.
FENNEMORE WENDEL
1111 Broadway, 24th Floor
Oakland, CA 94607
Tel: 510-622-7515
Email: tgreen@fennemorelaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph Manzella as authorized person.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/YJ3CY7A/MANZELLA_PROPERTIES_LLC__cacbke-22-11915__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Four Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Finlayson Toffer Attorneys' Fees $8,733
Roosevelt & Lilly
15615 Alton Parkway
Suite 270
Irvine, CA 92618
2. Lawrence Bartels LLP Attorneys' Fees $100,000
7700 Irvine Center Drive
#800
Irvine, CA 92618
3. Miller Giangrande Accounting $100,000
915 West Imperial Highway Fees
Brea, CA 92821
4. Salisian Lee LLP Judgment $3,145
Attn: The Mahoney Firm, APC
2381 Rosecrans Avenuie
Suite 405
El Segundo, CA 90245
MAROVITCH CONCESSIONS: Taps Professional Management as Accountant
-----------------------------------------------------------------
Marovitch Concessions LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Professional
Management Systems, Inc. as accountant.
The Debtor needs an accountant to provide tax advice and
accounting/bookkeeping services and assist in completing monthly
operating reports.
Georgia Evans, a member of Professional Management Systems, will be
billed at an hourly rate of $85 for all services.
Ms. Evans 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:
Georgia Evans
Professional Management Systems, Inc.
512 Pennsylvania Ave.
Lynn Haven, FL 32444
Telephone: (850) 381-1213
About Marovitch Concessions
Marovitch Concessions LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-03261) on Sep. 9, 2022, listing up to $50,000 in assets and up
to $1 million in liabilities.
Judge Jason A. Burgess presides over the case.
The Debtor tapped Byron Wright, III, Esq., at Bruner Wright PA as
counsel and Georgia Evans at Professional Management Systems, Inc.
as accountant.
MIDWEST OVERNITE: Taps Blackman and Associates as Accountant
------------------------------------------------------------
Midwest Overnite Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Nebraska to employ Blackman and Associates P.C.
as accountant.
The firm's services include:
a. giving the Debtor bookkeeping services, payroll, and
financial advice with respect to business operations;
b. assisting the Debtor in reviewing, reconciling, preparing and
maintain financial statements and records;
c. assisting the Debtor in the preparation of tax filings; and
d. performing all other related accounting services for the
Debtor as may be reasonably requested by Debtor and as are
reasonably necessary.
The firm will be paid a flat monthly fee for the services rendered
by the firm.
Dennis Blackman, owner of Blackman and Associates P.C., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Dennis Blackman
Blackman and Associates P.C.
17445 Arbor Street, Suite 200
Omaha, NE 68130
Tel: (402) 330-1040
Fax: (402) 333-9189
Email: info@blackmanandassoc.com
About Midwest Overnite
Omaha-based Midwest Overnite, Inc. operates in the general freight
trucking industry.
Midwest Overnite sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Neb. Case No. 22-80737) on Oct. 6, 2022,
with up to $1 million in assets and up to $10 million in
liabilities. Chris Horn, Sr., president of Midwest Overnite, signed
the petition.
Judge Thomas L. Saladino oversees the case.
Patrick R. Turner, Esq., at Turner Legal Group, LLC, is the
Debtor's counsel.
MO-PAT SUNRISE: Seeks to Hire Joyce W. Lindauer as Legal Counsel
----------------------------------------------------------------
Mo-Pat Sunrise Mall, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of District to employ Joyce W.
Lindauer Attorney, PLLC as its legal counsel.
The Debtor requires legal assistance to effectuate a
reorganization, propose a plan of reorganization, and effectively
move forward in its Chapter 11 proceeding.
The firm will be paid at these rates:
Joyce W. Lindauer, Esq. $450 per hour
Austin Taylor, Associate $275 per hour
Sydney Ollar, Associate Attorney $250 per hour
Paralegals/Legal Assistants $65 to $195 per hour
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer from the Debtor in the amount of
$12,000.
Joyce Lindauer, Esq., the owner of the firm, disclosed in a court
filing that her firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.com
About Mo-Pat Sunrise Mall
On Oct. 3, 2022, MO-PAT Sunrise Mall LLC filed for chapter 11
protection (Bankr. S.D. Tex. Case No. 22-20244). The Debtor
reported assets of $1 million to $10 million and liabilities of $1
million to $10 million. The petition states that funds will be
available to unsecured creditors.
MO-PAT Sunrise Mall filed a petition for relief under Chapter 11 of
the Bankruptcy Code on Oct. 3, 2022. In the petition filed by
Thomas E. Morris, as managing member, the Debtor reported assets
and liabilities between $1 million and $10 million.
The Debtor is represented by Joyce Williams Lindauer of Joyce W.
Lindauer Attorney, PLLC.
MONDACO ASSOCIATES: Stuyvesant's Motion for New Trial Denied
------------------------------------------------------------
In the case styled FAUSTO CAMPOS GOMEZ, Plaintiff, v. 162
STUYVESANT REALTY LLC, and MONDACO ASSOCIATES LLC, Defendants,
Index No. 509123/2017, Motion Seq. No. 007, (U.S.), the Kings
County Supreme Court denies Defendant 162 Stuyvesant Realty LLC's
motion to set aside the verdict and enter judgment in its favor, or
alternatively, for an order declaring a mistrial and for a new
trial due to alleged errors in the trial court's rulings during.
This action arises from a work-related accident which took place on
March 16, 2017. The Plaintiff's complaint avers that "solely as a
result of Defendants' negligence, carelessness and recklessness,
Fausto Campos Gomez, was caused to be seriously injured when he
fell as a result of an improperly maintained and/or unsecured
boards used as a make-shift ramp, which was provided to him during
the course of his duties." At the time of his accident, the
Plaintiff was employed by EZ Rubbish Removal NY Inc. who was
engaged in demolition work at the Premises.
On April 7, 2022, the jury reached a verdict on liability and
determined that the Defendants had violated the Labor Law by
violating the Industrial Code, and that these violations were each
a substantial factor in bringing about the Plaintiff's accident.
They found that the plaintiff was not negligent at all, and that he
bore no responsibility for the accident. Following the trial, the
court dismissed the third-party action against EZ Rubbish. The
damages trial followed, and on April 21, 2022, the jury rendered a
verdict which awarded the Plaintiff damages for past pain and
suffering, for future pain and suffering, for past medical expenses
and for future medical expenses, for past lost earnings and for
future lost earnings. During the damages trial, the court was
informed that Defendant Mondaco Associates LLC (the general
contractor) had filed a Chapter 11 Bankruptcy petition and the
Plaintiff consented to an order severing the claims as against
Mondaco and allowing the trial to proceed solely against Stuyvesant
— the property owner.
In its motion, Stuyvesant asks that the jury's verdict be set aside
and judgment be directed to its favor. In the alternative,
Stuyvesant asks the court to declare a mistrial and to retry the
case with a new jury. Stuyvesant claims that the court made several
errors related to the admission of evidence during the trial, and
that these errors were so significant that Stuyvesant is entitled
to a dismissal of the complaint, or at least a new trial in the
alternative.
Stuyvesant argues that these alleged errors warrant a new trial on
all issues because they "were unfair to Stuyvesant, and taken as a
whole, substantially and materially prejudiced Stuyvesant's ability
to present a defense."
The Court rejects Stuyvesant's claim that the Plaintiff's pleadings
should not have been conformed to the evidence. The Court rules
that the Defendants had fully argued this claim years before the
trial — in their untimely summary judgment motion — with the
affidavits from EZ Rubbish employees who signed them without
understanding what they said.
With regard to the Stuyvesant's claim that specified items were not
admitted into evidence, the Court finds that none of the referenced
items were included by the movant in the motion papers. Apparently,
Stuyvesant wanted to use these documents in the liability phase of
the trial to impeach the Plaintiff's testimony that he slipped and
fell on the sidewalk.
Stuyvesant also argues that the court was not impartial, because
the Plaintiff was permitted to admit evidence which Stuyvesant was
not permitted to introduce. The Court finds this argument
completely illogical considering that each item offered as evidence
was considered in accord with the rules applicable to the admission
of evidence.
The Court concludes that these asserted errors did not prevent
substantial justice from being done, and it is not likely that the
verdict was in any way affected by this Court's rulings. Viewing
the evidence adduced at trial and the effect of prejudice, if any,
arising from the rulings at issue here, the Court finds that
neither of the Defendants (liability) nor Stuyvesant (damages) were
deprived of a fair trial, and justice was not subverted.
Meanwhile, the Court believes that a motion to reduce the verdict
for deviating materially from reasonable compensation for the
injuries that the Plaintiff sustained as a result of the accident
might have had more success than this motion.
A full-text copy of the Decision/Order dated Nov. 2, 2022, is
available at https://tinyurl.com/4ryfh5ye from Leagle.com.
About Mondaco Associates
Mondaco Associates LLC sought Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 22-40789) on April 15, 2022. In the petition
signed by Isaiah Mon Desir (Owner's representative), the Debtor
estimated less than $50,000 in assets and $1 million to $10 million
in liabilities.
MOUNTAIN PROVINCE: Fitch Lowers Issuer Default Rating to 'C'
------------------------------------------------------------
Fitch Ratings has downgraded Mountain Province Diamonds Inc.'s
Issuer Default Rating (IDR) to 'C' from 'CC'. Fitch has also
downgraded the senior secured notes to 'C'/'RR4' from 'CC'/'RR4'.
The downgrade follows the announcement of its planned exchange of
its 8% senior secured second lien notes due December 2022 in what
Fitch views as a distressed debt exchange (DDE). Mountain Province
has executed a non-binding term sheet with certain holders of the
existing notes to exchange approximately USD190 million aggregate
principal amount of the existing notes for about USD196 million of
new notes with similar security, ranking and a 9% coupon to mature
in 2025. The remaining roughly USD84 million in notes are expected
to be repaid with cash. The proposed transaction is not expected to
involve the issuance of new equity.
Following the planned note exchange closing, Fitch anticipates
downgrading the IDR to 'RD' and a re-rating the resulting capital
structure.
KEY RATING DRIVERS
Distressed Debt Exchange: Fitch views the planned notes exchange as
a DDE as the extension of maturity for exchanging noteholders
results in a material reduction in terms for existing noteholders
and the exchange would be conducted to avoid payment default or
bankruptcy.
Fitch will reassess the credit profile of the resulting capital
structure, which would benefit from lower debt and longer
maturities.
Supportive Majority Shareholder: Dermot Desmond is the company's
largest beneficial shareholder and would be the beneficial holder
of roughly one-third of the new notes should the proposed exchange
close. Dunebridge Worldwide Ltd., a company controlled by Mr.
Desmond, purchased diamonds directly from Mountain Province when
the rough diamond market was severely disrupted by COVID-19 in 2020
and further provided various credit facilities directly to Mountain
Province beginning with taking an assignment, in full, from
existing lenders, of the company's USD25 million senior secured
revolving credit facility in September 2020. Dunbridge is the
lender under the USD50 million junior revolving credit facility due
December 2027.
Near-Term Maturities Pressure Liquidity: Fitch views repayment of
USD84 million in notes would result in fairly weak liquidity as, as
of June 30, 2022, cash on hand was CAD29 million and USD40 million
was available under the USD50 million junior revolving credit
facility due December 2027. Fitch believes Mr. Desmond will likely
continue to be supportive but that a period of low prices or
business underperformance could quickly erode liquidity.
Stable Production Profile: The Gahcho Kué (GK) mine is located in
Canada's Northwest Territories, a mining-friendly and politically
stable jurisdiction. Mountain Province has a five-year track record
with the GK mine, but De Beers Canada, Inc., the majority owner and
operator of the GK mine, has extensive mining history, which helps
mitigate risk. Mountain Province's small size and limited operating
history is also offset by a relatively long life of mine (LOM)
plan, which extends to 2030. All mining at the GK mine is currently
open pit, which also reduces operational risk. Fitch expects
Mountain Province's share of annual diamond production to average
around 2.8 million carats over the next four years, barring any
unexpected production curtailments.
Strong Margins: Fitch expects solid margins and manageable capital
spending at relatively stable prices to result in relatively
neutral FCF generation on average. Strong EBITDA margins driven by
relatively high-grade and low-cost mining.
Low Leverage Anticipated: Outside of 2020, MPVD's leverage had been
fairly low for the rating. Fitch anticipates leverage will continue
to be low for the rating if the planned transaction closes.
However, Fitch views continued shareholder support, liquidity and a
successful exchange as more important to the rating at this level.
Kennady Provides Potential Flexibility: Fitch believes adding
Kennady resources to the LOM plan would be positive, given it
provides the opportunity to extend the mine life and complements
the GK mine assets. Mountain Province completed an all-share
acquisition of Kennady Diamonds Inc., an advanced diamond
exploration project, on April 13, 2018. The acquisition added 13.62
million carats of indicated resources in 8.50 million tonnes at a
grade of 1.60 carats/tonne and value of USD63/carat.
DERIVATION SUMMARY
Mountain Province is smaller than copper producers Taseko Mines
Limited (B-/Stable) and Ero Copper Corp. (B/Stable) although it has
comparable margins and leverage; however, Mountain Province's
projected leverage profile is highly dependent on the ability to
complete the debt exchange. Mountain Province is also smaller and
less diversified than Eldorado Gold Corp. (B+/Stable), although
Eldorado has some operations in higher regulatory risk
jurisdictions.
KEY ASSUMPTIONS
- The secured notes due December 2022 are exchanged as planned;
- Average diamond selling prices decline over the rating horizon;
- Production averages roughly 2.8 million carats per year over the
next four years, declining through 2024;
- Minimal exploration spending;
- No dividends or share repurchases.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes MPVD would be considered a going
concern (GC) in bankruptcy, and the company would be reorganized
rather than liquidated. Assumptions for the GC approach include:
Fitch assumes a bankruptcy scenario exit-GC EBITDA of CAD50
million. The EBITDA estimate is reflective of variable production
levels that tend to fluctuate with kimberlite mix shifts. The GC
EBITDA estimate incorporates a scenario of prolonged weakness in
the diamond market and also reflects the volatility and
unpredictability of diamond prices.
Fitch applies EBITDA multiples generally ranging from 4x-6x for
mining issuers, given the cyclical nature of commodity prices.
MPVD's 4x multiple is at the low end of the range, reflecting its
short operating history, operation of a single mine and
single-commodity concentration.
Fitch applies a GC EBITDA of CAD50 million and a 4x enterprise
value multiple, which results in an enterprise value of CAD200
million and compares closely with Fitch's estimated liquidation
value. Fitch assumes a USD:CAD exchange rate of 1.35 and a 10%
administrative claim in the recovery analysis, which results in a
'C'/'RR4' rating for the current senior secured notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch will reassess Mountain Province's capital structure,
liquidity and credit risk profile if the planned note exchange and
repayment is successful to determine its IDR and instrument
ratings.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Following the planned note exchange outcome, Fitch anticipates
downgrading the IDR to 'RD';
- Payment default.
LIQUIDITY AND DEBT STRUCTURE
Minimal Headroom: As of June 30, 2022, Mountain Province had cash
and cash equivalents of roughly CAD29 million and USD40 million
available under its USD50 million junior revolving credit facility.
Fitch believes any shortfall in business performance may quickly
exhaust remaining liquidity.
ISSUER PROFILE
MPVD holds a 49% interest in the Gaucho Kue diamond mine, 51% owned
and operated by De Beers Canada. MPVD also owns a 100% interest in
the Kennady North diamond project located in Canada's Northwest
Territories, adjacent to the GK mine.
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
----------- ------ -------- -----
Mountain Province
Diamonds Inc. LT IDR C Downgrade CC
Senior Secured
2nd Lien LT C Downgrade RR4 CC
NATIONAL CINEMEDIA: Falls Short of Nasdaq Bid Price Requirement
---------------------------------------------------------------
National CineMedia, Inc. said it received on Oct. 28, 2022, written
notice from The Nasdaq Stock Market LLC indicating that the Company
is not in compliance with the $1.00 minimum bid price requirement
for continued listing on The Nasdaq Global Market, as set forth in
Listing Rule 5450(a)(1).
In accordance with Listing Rule 5810(c)(3)(A), the Company has a
period of 180 calendar days, or until April 26, 2023, to regain
compliance with the Bid Price Rule. To regain compliance, the
closing bid price of the Company's common stock must meet or exceed
$1.00 per share for a minimum of ten consecutive business days
during this 180-day period. If at any time before April 26, 2023,
the bid price of the Company's common stock closes at $1.00 per
share or more for a minimum of ten consecutive business days,
Nasdaq will provide the Company with a written confirmation of
compliance with the Bid Price Rule.
If the Company does not regain compliance with the Bid Price Rule
by April 26, 2023, the Company may be eligible for an additional
180-day compliance period. To qualify, the Company would be
required to meet the continued listing requirement for market value
of publicly held shares and all other initial listing standards for
the Nasdaq Capital Market, with the exception of the Bid Price
Rule, and would need to provide written notice of its intention to
cure the bid price deficiency during the second compliance period.
If the Company does not regain compliance with the Bid Price Rule
when required, Nasdaq will provide written notification to the
Company that its common stock is subject to delisting. At that
time, the Company may appeal the delisting determination to a
Nasdaq hearings panel.
The notice from Nasdaq has no immediate effect on the listing of
the Company's common stock and its common stock will continue to be
listed under the symbol "NCMI". The Company is currently
evaluating available options for regaining compliance, including
but not limited to, implementing a reverse stock split in
connection with a special meeting of the stockholders or the
Company's 2023 annual meeting of the stockholders to regain
compliance with the Bid Price Rule. There can be no assurance that
the Company will regain compliance with the Bid Price Rule or
maintain compliance with any of the other Nasdaq continued listing
requirements.
About National CineMedia Inc.
National CineMedia Inc. (NCM) is a cinema advertising network in
the U.S. NCM's Noovie pre-show is presented exclusively in 50
leading national and regional theater circuits including AMC
Entertainment Inc. (NYSE:AMC), Cinemark Holdings, Inc. (NYSE:CNK)
and Regal Entertainment Group (a subsidiary of Cineworld Group PLC,
LON: CINE). NCM's cinema advertising network offers broad reach
and audience engagement with over 20,600 screens in over 1,600
theaters in 195 Designated Market Areas (all of the top 50). NCM
Digital and Digital-Out-Of-Home (DOOH) go beyond the big screen,
extending in-theater campaigns into online, mobile, and place-based
marketing programs to reach entertainment audiences. National
CineMedia, Inc. (NASDAQ:NCMI) owns a 47.4% interest in, and is the
managing member of, National CineMedia, LLC.
National Cinemedia reported a net loss attributable to the company
of $48.7 million compared to a net loss attributable to the company
of $65.4 million for the year ended Dec. 31, 2020. As of June 30,
2022, the Company had $789.9 million in total assets, $1.22 billion
in total liabilities, and a total deficit of $431.3 million.
NEPTUNE BIDCO: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned Neptune Bidco US Inc. (Nielsen) a
Long-Term Issuer Default Rating (IDR) of 'B+' for the first time
with a Stable Rating Outlook. Fitch has also assigned issue-level
ratings of 'BB'/'RR2' for Nielsen's undrawn revolver and secured
notes. Nielsen's leading market position and scale as well as
significant cash flow potential over the rating horizon support the
rating. The debt of the take-private transaction weighs on the
rating until management and the sponsors demonstrate prudent
capital allocations.
The fragmented media landscape and ongoing complexity poses
significant operational challenges. Nielsen is well positioned to
address these challenges, but it is unlikely that Nielsen can
dominate online media measurement the way that it has dominated TV
measurement for the past 50 years. The management team has been
executing well since the sale of the Nielsen Connect business (now
NielsenIQ), and the cost savings plan should lead to additional
margin expansion.
KEY RATING DRIVERS
Stable Operations: Nielsen's PF 2020 revenue declined 1.4%, but the
company recovered from the pandemic with 5% growth in 2021. A high
percentage of legacy revenue is recurring, and the contracts are
typically renewed several quarters in advance. Further, Nielsen has
a diversified customer base, contracted with major industry
players, which helped in stabilizing the impact from small business
shutdowns during the pandemic. Fitch projects that Nielsen's core
business will continue to grow modestly.
Cost Cutting and EBITDA Margin Execution: Nielsen instituted
cost-cutting measures prior to the sale of their Connect business
and has executed well. The company finished 2021 with adjusted
EBITDA of 44%, slightly better than projected. As of 6/30/2022 the
LTM margin had contracted slightly, but Fitch expects the second
half of 2022 to be stronger. As part of the take-private
transaction, management and the sponsors are planning for a new
cost-saving plan to reduce expenses in the range of $180 million to
$200 million. Given management's recent track record, Fitch is
generally optimistic that they can execute the plan but is not yet
including this in its model.
High FCF Generation: Fitch expects adjusted FCF margins in the high
single to low double digits during the rating horizon, assuming
CapEx in the range of $300 million per year. Fitch's projection is
in line with run-rate 1Q22 results. Previously, the company had a
volatile FCF profile, hampered by both the Connect segment and an
aggressive capital allocation policy. As Nielsen continues to
modernize its technology platform, capital expenditures may require
a higher percentage of available cash. The overall capital
allocation plan remains an open question, in light of new
ownership.
Global scale and brand: Fitch believes Nielsen's Media business
remains well positioned, as the Company's ratings are the primary
metrics used to determine the value of programming and advertising
in the US TV advertising marketplace and in 30 countries outside
the U.S. The company has invested heavily in several innovative
platforms: Nielsen ONE, a cross-media measurement solution, and
also a partnership with Roku to integrate relevant products.
However, these investments have not yet established Nielsen as the
standard in the current media landscape (in contrast to how Nielsen
was and is the standard for TV measurement). The company's top 10
clients have been Nielsen customers for an average of over 30
years.
Changing Media Landscape: Nielsen is facing digitization of media
(video-on-demand/cord cutting/ad free streaming) as clients want
new products to support streaming services as well as new outcomes
measures. Nielsen is actively investing to meet the changing media
landscape by increasing capital expenditures to enhance its digital
measurement capabilities. Specifically, the company has invested in
a media data lake, a Nielsen ID platform, partnerships with Roku
and most importantly opened the discussion with customers to
determine what type of data analytics products are needed in
today's environment.
Fitch does not believe Nielsen will ever dominate cross-media
measurement the way it has traditional TV. There is too much
complexity and too many variables outside Nielsen's control.
Nielsen recognizes that an audience-based advertising strategy is
what its clients want, but it is still operating a
demographic-based business. Nonetheless, Nielsen is a market leader
and should be successful at taking a serious chunk of the expanding
pie.
DERIVATION SUMMARY
Nielsen's credit profile is supported by scale relative to smaller
niche competitors, stronger margins post-connect segment
divestiture, and recent strategic investments to bolster
competitive positioning within cross-media measurement solutions.
Proforma for the take-private transaction the company's leverage is
elevated relative to historical levels and to its closest peers.
Fitch considers that Nielsen's industry leading position within
both legacy and high-growth subsectors of audience measurement
solutions positions the company well against non-Fitch rated
competitors such as comScore and newer entrants.
KEY ASSUMPTIONS
- Revenue growth is mixed with new sources of revenue growing more
quickly (e.g., digital measurement, analytics offerings, targeting
DMP) than the traditional business; however, since the traditional
business is still much larger, the overall revenue growth is in the
2% range, which is below management expectations;
- Overall EBITDA margin in the mid 40% range over the rating
horizon;
- CapEx increases to 10% of revenue as Nielsen continues to develop
its "Nielsen One" platform.
KEY RECOVERY RATING ASSUMPTIONS
For entities rated 'B+' and below, where default is closer and
recovery prospects are more meaningful to investors, Fitch
undertakes a tailored, or bespoke, analysis of recovery upon
default for each issuance. The resulting debt instrument rating
includes a Recovery Rating or published 'RR' (graded from RR1 to
RR6) and is notched from the IDR accordingly. In this analysis,
there are three steps: (i) estimating the distressed enterprise
value (EV); (ii) estimating creditor claims; and (iii) distribution
of value. Fitch assumes Nielsen would emerge from a default
scenario under the going concern (GC) approach versus liquidation.
Fitch's GC EBITDA is in the range of $1.1 billion, which is an
output of the analysis not a starting point or input.
An EV multiple of 7x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Demonstration of success in its cross-media measurement goals and
modernization of its operations, leading to sustained revenue
growth and continued strong competitive positioning;
- Gross leverage (total debt with equity credit/Operating EBITDA)
sustained below 5.5x;
- (CFO - CapEx)/total debt with equity credit sustained above 5%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Inability to generate positive organic revenue growth leading to
market-share loss;
- Failure to pay down debt due to alternate uses of capital, such
as acquisitions or shareholder returns;
- (CFO - CapEx)/total debt with equity credit sustained below 5%.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: The take-private transaction will leave more
than $300 million of cash on the balance sheet and $650 million of
availability on its undrawn revolver. Fitch expects strong FCF in
2023 even after allowing for increased capital expenditures.
Assuming incremental top-line growth and steady or improving
margins, the company's cash conversion should also grow providing
additional liquidity.
Manageable Debt Maturities: The earliest significant maturity is
six years in the future at which time the company will face a
maturity wall of ~$8 billion. Depending on its capital allocation
plan the company has the ability to pay down debt, and the
maturities are far enough in the future to not be a concern.
ISSUER PROFILE
Nielsen measures viewership of TV and other video content for the
advertising industry. Almost three quarters of the company's
revenue is in this business segment. The company has a long history
and significant brand recognition. This segment has EBITDA margins
approaching 50% and generates significant cash. Nielsen's other
revenue streams (25% to 27%) are adjacent and provide some
diversification for the company.
For example, its Gracenote enables audiences to find content (via
metadata) and provides content creators information about where
their content is being played (both audio and video). Another
example is an analytics offering that enables advertisers to plan
their media spend and connect it with Nielsen's measurement data.
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
----------- ------ --------
Neptune BidCo US Inc. LT IDR B+ New Rating
senior secured LT BB New Rating RR2
NEXTPLAY TECHNOLOGIES: Thai Unit Gets US$400K Bridge Loan
---------------------------------------------------------
HotPlay (Thailand) Company Limited, a wholly owned subsidiary of
NextPlay Technologies, Inc., has entered into a loan agreement with
Tree Roots Entertainment Group Company Limited, pursuant to which
Tree Roots agreed to loan HotPlay THB 15,500,000 (approximately
US$400,000), according to a Form 8-K filed with the Securities and
Exchange Commission. The Bridge Loan incurs interest at a rate of
15% per annum and is due and payable in full on Nov. 11, 2022.
Additionally, as partial consideration for the Bridge Loan, the
Company agreed to repay convertible notes previously entered into
with Tree Roots, in the aggregate amount of TBH 10,598,356
(approximately US$280,000), on the Maturity Date.
The Bridge Loan is secured by 2,266,082 shares of Company common
stock beneficially owned by Nithinan Boonyawattanapisut, the
Company's chief executive officer. In the event that HotPlay is
unable to repay the Bridge Loan in full on the Maturity Date, Ms.
Boonyawattanapisut may elect to repay the Bridge Loan through the
transfer of the Guarantee Shares to Tree Roots, in which case the
Loan Agreement will be assigned to Ms. Boonyawattanapisut or her
designee and she or her designee will be entitled to all rights
provided to Tree Roots under the Loan Agreement. In the event that
Ms. Boonyawattanapisut transfers any Guarantee Shares to Tree
Roots, the Company shall be obligated to issue Ms.
Boonyawattanapisut the same number of shares of common stock as
replacement shares. If the Replacement Shares are not issued six
months from the date of the Loan Agreement, then the interest rate
on the Bridge Loan shall increase to 17% per annum.
Tree Roots is a significant shareholder of the Company; as a
result, the Bridge Loan constitutes a related party transaction.
The Bridge Loan was considered and approved in advance by the
Company's board of directors and audit committee.
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.
NORTH FORK: Seeks to Hire MacConaghy & Barnier as Legal Counsel
---------------------------------------------------------------
North Fork Community Power, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
the law firm of MacConaghy & Barnier, PLC as its legal counsel.
The firm will render these services:
(a) advise the Debtor regarding matters of bankruptcy law;
(b) represent the Debtor in proceedings or hearings in the
Bankruptcy Court;
(c) assist the Debtor in the preparation and litigation of
appropriate applications, motions, adversary proceedings, answers,
orders, reports, and other legal papers;
(d) advise the Debtor concerning the requirements of the
Bankruptcy Code and Rules relating to the administration of this
case and the operation of its business;
(e) assist the Debtor in the negotiation, preparation,
confirmation, and implementation of a plan of reorganization; and
(f) perform all other legal services for the Debtor as may be
necessary herein.
The hourly rates of the firm's counsel and staff are as follows:
John H. MacConaghy $525
Jean Barnier $475
Prior to the petition date, the firm received a retainer in the
amount of $75,000 from the Debtor.
John MacConaghy, Esq., principal at MacConaghy & Barnier, 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:
John H. MacConaghy, Esq.
Jean Barnier, Esq.
MacConaghy & Barnier, PLC
645 First St. West, Suite D
Sonoma, CA 95476
Telephone: (707) 935-3205
Facsimile: (707) 935-7051
Email: macclaw@macbarlaw.com
About North Fork Community Power
North Fork Community Power LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-41001) on
Oct. 11, 2022. In the petition signed by Gregory J. Stangl,
authorized agent, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Roger L. Efremsky oversees the case.
John H. MacConaghy, Esq., and Jean Barnier, Esq., at MacConaghy &
Barnier, PLC, serve as the Debtor's attorneys.
NORTHCREST INC: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed Northcrest, Inc.'s (IA) series 2018A
bonds issued by the Iowa Finance Authority on behalf of Northcrest,
Inc. at 'BB+'. In addition, Fitch has affirmed Northcrest's Issuer
Default Rating at 'BB+'.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a pledge of gross revenues, a mortgage on
Northcrest's property and a debt service reserve fund.
ANALYTICAL CONCLUSION
The affirmation of the 'BB+' rating reflects Northcrest's history
of very strong demand and adequate operating performance offset by
a high debt burden. The recent expansion project was completed in
2020 and included 48 new independent living units (ILUs -- fully
occupied), 32 new assisted living units (ALUs) and re-aligned
Northcrest's nursing facility (NF) to 24 units from 40 and added
other amenities to the community. The additional revenues from the
expansion has helped support improvement in profitability and
liquidity metrics and is a good indication of the community's
strong demand profile.
However, even with the additional revenues from the expansion
units, debt service coverage metrics remain soft and the
community's small size and narrow operations render it susceptible
to operating pressure during the economic volatility assumed in
Fitch's stress case scenario. Fitch expects Northcrest to meet its
1.2x maximum annual debt service (MADS) covenant once it begins
testing in 2022 as MADS coverage was about 1.3x in fiscal 2021. The
community's small revenue base remains a qualitative constraint on
the rating given the weak debt service coverage, but Fitch believes
Northcrest has solid liquidity cushion at the higher end of the
'BB' category.
KEY RATING DRIVERS
Revenue Defensibility: 'a'
Single-Site LPC with Strong Demand
Northcrest is a single-site life plan community operating in a good
service area with favorable economic indicators and moderate
competition. The strong revenue defensibility reflects its history
of solid demand with ILU occupancy averaging 97% over the last four
years. As of June 30, 2022, ILU occupancy was 92.2%%, ALU 95%, NF
95.1% and memory care 80%.
Further indication of Northcrest's strong revenue defensibility is
the waitlist of well over 330 prospective residents. Management
reports that the recent expansion project's improvements to
amenities have further increased demand. Northcrest's weighted
average entrance fees are approximately $326 thousand which is
highly affordable relative to local real estate prices and resident
wealth levels. The community has a history of regular entrance fee
and monthly service fee price increases, which further supports the
strong revenue defensibility assessment.
Operating Risk: 'bb'
Adequate Operations, High Debt Burden
Fitch assesses Northcrest's operating risk as weaker, reflecting
its Type-A contract mix, history of adequate operating performance
and, weak capital-related metrics.
Northcrest's profitability has been somewhat weaker in recent years
due to disruptions from the coronavirus pandemic and the large
expansion project. Through the first half of fiscal 2022, the
operating ratio, net operating margin (NOM), and NOM-adjusted were
approximately 113.1%, 9.4%, and 32.6%, respectively, after
averaging 102.4%, 1.3%, and 20.2% in fiscal years 2017 through
2021. Management expects to end fiscal 2022 near budgeted levels as
a result of their strong occupancy despite inflationary pressures
and contract labor expenses. Fitch believes the additional revenues
from the expansion project and history of strong demand should
support solid operating performance going forward.
Northcrest's debt burden remains high following the 2018 bond
issuance, which has contributed to softer capital-related metrics.
MADS of about $2.7 million translated to a high 24.6% of fiscal
2021 revenues, and revenue-only MADS coverage was a weak 0.2x. Debt
to net available was also a weak 11.2x in fiscal 2021. These
metrics are expected to moderate now that the revenues from the
recent expansion project are coming online. Fitch expects
Northcrest to meet its 1.2x MADS covenant once it begins testing in
2022 as MADS coverage was approximately 1.3x in fiscal 2021.
Following the recent completion of the IL and AL expansion projects
capital spending is expected to be routine in the near term.
Financial Profile: 'bb'
Leveraged but Resilient Financial Profile
In context of Northcrest's strong revenue defensibility and weaker
operating risk assessments, Fitch assesses its financial profile as
'bb'. Northcrest ended FY21 with adequate cash-to-adjusted debt of
78.9% and MADS coverage of 1.3x. Additionally, Northcrest had 1,089
days cash on hand in FY21, which is neutral to Fitch's assessment
of Northcrest's financial profile.
Fitch's forward-looking scenario analysis shows Northcrest's
balance sheet remaining resilient through a stress scenario but
indicates MADS coverage could be susceptible to operating pressure
during a period of economic volatility, falling below 1.2x coverage
in the early years before recovering back above 1.2x in the out
years. The forward-look assumes routine capex and no additional
debt.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A sustained period of weaker operating performance where MADS
coverage is sustained below 1.2x
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- An improvement in coverage metrics to levels that offset
Northcrest's comparatively smaller size, with MADS coverage
sustained above 1.5x.
CREDIT PROFILE
Northcrest is a Type A (life care) continuing care retirement
community with 158 ILUs (42 townhomes and 116 apartments), 32
assisted ALUs, 14 memory care units and a 24-bed NF. Northcrest's
NF does not accept Medicaid or Medicare, but its on-campus
residents have access to short-term rehabilitation and therapy
services provided by an outside contractor. Residents are offered
life care contracts with entrance fees that become non-refundable
after 50 months of occupancy. Northcrest opened in 1965 and is
located on about 27 acres approximately 35 miles north of Des
Moines, IA in Ames. Total operating revenues in fiscal 2021 were
about $10.8 million.
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 Prior
----------- ------ -----
Northcrest, Inc. (IA) LT IDR BB+ Affirmed BB+
Northcrest, Inc.
(IA) /General
Revenues/1 LT LT BB+ Affirmed BB+
NUMERICAL CONTROL: Files Subchapter V Case
------------------------------------------
Numerical Control Support Inc. filed for chapter 11 protection in
the District of Kansas. The Debtor elected on its voluntary
petition to proceed under Subchapter V of chapter 11 of the
Bankruptcy Code.
The Debtor operates a manufacturing business in Lenexa, Kansas.
The Debtor says it intends to continue operations and has filed
motions to use cash collateral and pay employee wages. On the
Petition Date, the Debtor employs approximately 24 persons based on
fluctuations.
The Debtor's secured creditors are Core First Bank and Trust,
Rolling Bridge Lender I, LLC, LLC, and the U.S. Small Business
Administration.
In its schedules, the Debtor disclosed $1.44 million in total
assets against $3.098 million in total liabilities. The Debtor
doesn't own any real property.
According to court filings, Numerical Control said it has 50 to 99
creditors, and that funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Nov. 29, 2022, at 2:00 PM at Conf Call by US Trustee. Proofs of
claim are due by Jan. 12, 2023.
About Numerical Control Support Inc.
Numerical Control Support Inc. -- https://www.ncsmanufacturing.com
-- is a supplier of Aerospace Components.
Numerical Control Support Inc. filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Kan.
Case No. 22-21075) on November 3, 2022. In the petition filed by
Joshua Peterson, as CEO and president, the Debtor reported assets
and liabilities between $1 million and $10 million.
The Debtor is represented by:
Colin N. Gotham
Evans & Mullinix, P.A.
21945 West 83rd Street
Lenexa, KS 66227
NUZEE INC: Appoints Interim Chief Financial Officer
---------------------------------------------------
In connection with Patrick Shearer's resignation as Nuzee, Inc.'s
chief financial officer, the Board of Directors of the Company
approved the appointment of Shana Bowman as the Company's interim
chief financial officer, with such appointment to be effective on
Jan. 4, 2023. Ms. Bowman will serve as the Company's principal
financial officer and principal accounting officer on an interim
basis.
Ms. Bowman, 47, has served as the Company's controller since
December 2020. Before joining the Company, Ms. Bowman served as
the Director of Accounting and Finance at Trade Star Energy, Inc.
from July 2017 to April 2019. During this time, Ms. Bowman was
responsible for building the company's accounting and finance teams
and improving the company's finance functions to comply with the
rules governing public companies, such as the Sarbanes-Oxley Act of
2002. Following her role with Trade Star Energy, Ms. Bowman served
as U.S. Financial Controller at National Oilwell Varco from April
2019 to October 2020. In this role, Ms. Bowman was responsible for
overseeing several of the company's U.S. business units, managing
forecasts in relation to market changes during the COVID-19
pandemic, and overseeing all cost accounting for business units,
among other responsibilities. Ms. Bowman earned a Bachelor of
Business Administration degree in accounting from the University of
Houston.
On Nov. 4, 2022, the Company and Ms. Bowman entered into that
certain Second Amended and Restated Employment Agreement, providing
for Ms. Bowman's continued employment as the Controller until the
Effective Date, and thereafter as interim chief financial officer.
Pursuant to the Employment Agreement, commencing on the Effective
Date, Ms. Bowman is entitled to an annual base salary of $185,000,
with an annual target bonus opportunity equal to 20-30% of the Base
Salary, the amount and terms of such Annual Bonus to be determined
in the sole and absolute discretion of the Compensation Committee
of the Company's Board of Directors. The Employment Agreement
provides for $15,000 of the Base Salary to be paid as of the date
of the Employment Agreement. Ms. Bowman is also eligible to
participate in any equity compensation plan of the Company and to
receive future equity awards at the Compensation Committee's
discretion.
Pursuant to the Employment Agreement, Ms. Bowman's employment with
the company is an at-will relationship that may be terminated at
any time by her or the Company, for any reason, provided that the
Company must give Ms. Bowman at least 14 days' written notice of
any termination without cause and Ms. Bowman shall give the Company
at least 60 days' written notice of any voluntary resignation. If
Ms. Bowman's employment is terminated by the Company without
"cause," as defined in the Employment Agreement, and subject to the
delivery of Ms. Bowman's release of claims in favor of the Company,
Ms. Bowman is entitled to receive payment equal to one month of her
base salary for each full year of her employment with the Company
and all appropriate benefits mandated by the Consolidated Omnibus
Reconciliation Act of 1985.
Mr. Shearer notified the Company of his resignation as the
Company's chief financial officer, effective on Jan. 4, 2023. On
the Effective Date, Mr. Shearer will cease to serve as the
Company's principal financial officer and principal accounting
officer. Mr. Shearer's resignation is not the result of any
dispute or disagreement with the Company, including any matters
relating to the Company's accounting practices or financial
reporting, according to a Form 8-K filed with the Securities and
Exchange Commission.
Resignation of CSO and CSCO
On Oct. 31, 2022, Jose Ramirez notified NuZee, Inc. of his
resignation as the Company's chief sales officer and chief supply
chain officer, effective as of Dec. 2, 2022. Mr. Ramirez's
resignation is not the result of any dispute or disagreement with
the Company.
About NuZee
NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company
and a single-serve pour-over coffee pouch producer and co-packer.
The Company owns packing equipment developed in Asia for single
serve pour over production. It co-packs single-serve pour-over
coffee and tea bag style coffees for customers in the U.S. market
and also co-packs for the South Korean market.
NuZee reported a net loss of $18.55 million for the year ended
Sept. 30, 2021, a net loss of $9.52 million for the year ended
Sept. 30, 2020, and a net loss of $12.21 million for the year ended
Sept. 30, 2019. Nuzee reported a net loss of $2.80 million for the
three months ended Dec. 31, 2021. As of June 30, 2022, the Company
had $12.39 million in total assets, $2.21 million in total
liabilities, and $10.18 million in total stockholders' equity.
OFF-SPEC SOLUTIONS: Unsecureds Will Get 72% of Claims in 59 Months
------------------------------------------------------------------
Off-Spec Solutions, LLC, d/b/a Cool Mountain Transport, filed with
the U.S. Bankruptcy Court for the District of Idaho a Chapter 11
Plan of Reorganization under Subchapter V dated November 3, 2022.
Cool Mountain is a limited liability company formed under the laws
of Delaware. As of the Petition Date, Cool Mountain owned and
operated 79 trucks nationally across the lower 48 states.
The immediate cause for this Chapter 11 filing was the need to
restructure Cool Mountain's tractor truck fleet and reduce expenses
to achieve profitable operations. The reorganization calls for a
hard pivot to tighter geography servicing the Pacific Northwest and
California instead of the entire lower 48 states.
Since its bankruptcy filing, the Debtor has reduced its tractor
fleet from 79 to 41 tractors and its employees from 82 to 54. These
changes have substantially reduced the Debtor's operating expenses,
while maintaining strong sales and revenues. The Debtor has further
been implementing its safety overhaul and has seen much improvement
in its safety record and related lower costs.
The Debtor's financial projections are based on projected sales of
the Debtor's trucking operations and show that the Debtor will have
projected disposable income of approximately $4,400,000.00 for
payment to unsecured creditors, depending on the allowed nature of
unsecured creditor claims. Based on the anticipated class of
unsecured creditors, the Debtor projects general unsecured
creditors will receive approximately 72% of their allowed claim
amount, provided all claim objections are resolved and the disputed
claims disallowed.
The final Plan Payment is expected to be paid on or around December
31, 2027.
This Plan of Reorganization proposes to pay the Debtor's creditors
from cash flow from Cool Mountain's trucking operations.
Non-priority unsecured creditors holding allowed claims will
receive pro rata distributions of funds totaling approximately
$4,400,000.00 to the class. This Plan also provides for the payment
of administrative and priority claims. The Plan also provides for
payment of lower level non-priority unsecured claims (i.e., tardy
unsecured claims).
Class 14 shall consist of all timely-filed (or not required to be
filed) unsecured claims. This Class 14 includes the disputed
general unsecured claims asserted by Daniel Salvador (Claim No. 22)
and Christopher Salvador (Claim No. 23) (collectively, the
"Salvadors"). If not resolved by settlement, the Debtor will file
an objection to the claims asserted by the Salvadors. Class 14 also
includes the undisputed scheduled claims for The Central Valley
Fund II and The Central Valley Fund III.
The projected disposable income of the Debtor shall be paid during
the life of this Plan (59 months) to creditors holding allowed
claims in this class, and on a pro rata basis, until such allowed
claims are paid in full. Depending on the outcome of various claim
objection proceedings, the Debtor projects payment of approximately
72% of the allowed claims in this class provided that the disputed
claims are disallowed.
Class 16 consists of Equity Security Holders. The Equity Security
Holders (owners) of the Debtor shall retain all ownership rights in
the Debtor. To the extent there is sufficient disposable income
from the operation of the Debtor's business to pay all allowed
claims in the other classes, the balance of such disposable income
shall be paid to this Class.
Transportation Investors LLC (approximately 99.9%) and the
Salvadors (approximately .1%) are the current owners of the Debtor.
After confirmation of this Plan, the current owners shall remain as
owners of the Debtor. The Debtor shall remain governed by its
current Operating Agreement, as amended. Richard Coyle shall remain
as President and Chief Executive Officer of the Debtor, who will
continue to provide services to the Debtor unless replaced. Mr.
Coyle does not own any interest in the Debtor and shall be paid a
salary for his services.
The Debtor will continue to operate as a trucking company. The
income from operating the Debtor's trucking company will be used to
fund this Plan.
A full-text copy of the Plan of Reorganization dated Nov. 3, 2022,
is available at https://bit.ly/3DYoLpe from PacerMonitor.com at no
charge.
Attorneys for Debtor:
Matthew T. Christensen, Esq.
Chad R. Moody, Esq.
Johnson May
199 N. Capitol Blvd., Suite 200
Boise, ID 83702
Phone: (208) 384-8588
Fax: (208) 629-2157
Email: mtc@johnsonmaylaw.com
crm@johnsonmaylaw.com
- and -
Jason E. Rios, Esq.
Jennifer E. Niemann, Esq.
Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP
500 Capitol Mall, Suite 2250
Sacramento, CA 95814
Telephone: (916) 329-7400
Facsimile: (916) 329-7435
Email: jrios@ffwplaw.com
jniemann@ffwplaw.com
About Off-Spec Solutions
Off-Spec Solutions LLC, doing business as Cool Mountain Transport,
is a trucking company located in Nampa, Idaho.
Off-Spec Solutions filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code on (Bankr. D. Idaho Case No.
22-00346) on Aug. 5, 2022, with between $1 million and $10 million
in both assets and liabilities. Matthew W. Grimshaw of Grimshaw
Law Group, P.C., has been appointed as Subchapter V trustee.
Judge Noah G. Hillen oversees the case.
The Debtor tapped Matthew Todd Christensen, Esq., at Johnson May,
PLLC, as legal counsel, and CFO Solutions, LLC, doing business as
Ampleo, as consultant.
PEGASUS MERGER: Fitch Assigns 'B(EXP)' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'B(EXP)' to Pegasus Merger Co. (Pegasus), an affiliate of funds
managed by Apollo Global Management, Inc. (Apollo) that will merge
with and into Tenneco Inc. (Tenneco) (B+/Rating Watch Negative) to
effectuate Apollo's acquisition of Tenneco.
Fitch has also assigned a rating of 'BB-(EXP)'/'RR2' to Pegasus'
proposed first lien secured revolving credit facility, term loans
and notes. Fitch has assigned a rating of 'CCC+(EXP)'/'RR6' to
Pegasus' proposed issuance of senior unsecured notes. Proceeds from
the term loans and notes will be used to cover a portion of the
acquisition costs and to refinance most of Tenneco's existing
capital structure.
Fitch's expected ratings apply to a proposed $600 million secured
revolving credit facility, a $1.3 billion secured term loan A, a
$1.4 billion secured term loan B, $1.75 billion of senior secured
notes and $1.0 billion of senior unsecured notes.
Conversion of the expected ratings to final ratings is contingent
on the transactions closing as contemplated and receipt of final
documents conforming materially to preliminary documentation
reviewed, including sizing of the new debt instruments.
KEY RATING DRIVERS
Ratings Overview: Pegasus' IDR reflects Fitch's expected pro forma
post-acquisition credit profile of Tenneco. Tenneco's leverage will
increase upon the closing of the acquisition and the refinancing of
its capital structure. However, Fitch expects the company could
have options to accelerate debt reduction over the intermediate
term as it realizes incremental benefits from its expected cost
savings initiatives.
Also incorporated into the IDR are the inherent risks and
cyclicality of the global auto supply industry, including risks of
longer-term technological change, as over 35% of Tenneco's
value-added revenue is related to light vehicle internal combustion
engine (ICE) products. That said, Fitch expects demand for
ICE-related products to remain relatively solid over the
intermediate term, while the cash they generate will provide
Tenneco with resources to invest in growth technologies. Fitch also
expects demand for emission control equipment to grow in the global
commercial truck and off-highway sectors as emission regulations
for covering those engines continue to tighten.
Apollo Acquisition: In February 2022, Tenneco entered into a
definitive agreement to be acquired by funds managed by affiliates
of Apollo in an all-cash transaction that values the company at an
enterprise value of about $7.1 billion. The acquisition will allow
Tenneco to continue restructuring its business without the
complexities of operating as a public company, and Apollo has
identified additional cost savings initiatives that will help to
grow margins over the next several years.
Profit Improvement Initiatives: In addition to Tenneco's existing
Accelerate+ plan, which aimed to reduce run-rate annual costs by
$265 million by YE 2021, the company has identified an incremental
$400 million of run-rate cost savings that it plans to implement
over the next two years. The most significant cost savings will
come from improving direct material cost pass-throughs and
increasing manufacturing efficiencies. Other savings will come from
optimizing overhead costs and increasing productivity, as well as
eliminating public company costs. The cost to implement the savings
is estimated at about $300 million. If the initiatives are
successful, Fitch expects Tenneco's margins to improve, and the
savings could help to mitigate potential pressures on the business
resulting from weakening macroeconomic conditions.
Potential FCF Growth: Fitch expects FCF (based on Fitch's
calculations) could grow over the next several years if Tenneco
realizes benefits from its cost savings initiatives. FCF over the
intermediate term will also be supported by benefits from actions
the company has taken over the past couple of years to manage
working capital and improve capex efficiency. However, higher cash
interest costs related to the new debt, as well as costs to attain
the aforementioned cost savings, will offset a portion of these
benefits in the near term.
Fitch expects capex to run at about 2% of gross revenue going
forward, down from historical levels closer to 4%, as the company
focuses on improved capital utilization. Going forward, Fitch
expects Tenneco to generate low-single digit value-added FCF
margins once operating conditions stabilize.
Elevated Initial Leverage: Fitch expects Tenneco's gross leverage
to rise upon closing of the acquisition, with the amount of new
debt expected to be over $400 million higher than the company's
existing debt at Sept. 30, 2022. As such, Fitch expects gross
EBITDA leverage (debt, including off-balance sheet
factoring/EBITDA), based on Fitch's calculations, to be in the
mid-6x range at YE 2022. Fitch expects leverage to decline over the
next couple of years if the company's cost savings initiatives are
successful and EBITDA rises. A substantial portion of the new debt
will be in the form of pre-payable term loans, which could also
provide the company with flexibility to reduce leverage more
quickly.
Reduced Liquidity: With the proposed new revolver sized at only
$600 million, Tenneco will have materially less liquidity following
the acquisition. The company's current revolver is $1.5 billion.
Although the size of the new revolver will be adequate to help the
company manage a period of moderate stress in its business, it
could be more concerning in a severe economic downturn. Concerns
about the smaller revolver could be mitigated somewhat if Tenneco
chooses to carry larger cash balances going forward.
DERIVATION SUMMARY
Tenneco has a relatively strong competitive position focusing on
powertrain, clean air and ride performance technologies for
original equipment manufacturers (OEMs) of passenger vehicles,
commercial vehicles and off-road equipment. It also has a large
presence in branded automotive aftermarket parts and components.
The company's Tier 1 technologies are likely to grow in demand over
the intermediate term as OEMs increasingly focus on ways to improve
powertrain fuel efficiency, reduce emissions and improve vehicle
ride quality. At the same time, the company's aftermarket business
insulates it somewhat from the heavier cyclicality of the Tier 1
business while providing growth opportunities as the on-road
vehicle fleet ages in both developed and developing markets.
Although the company's clean air and powertrain businesses will
likely be pressured over the longer term as the global auto
industry increasingly focuses on electrification, in the
intermediate term, tightening emissions regulations in the global
commercial truck and off-highway sectors will likely drive
increased demand for Tenneco's emission control products for
internal combustion engines. At the same time, growing demand for
increasingly sophisticated suspensions is likely to result in
higher demand for the ride control business' more profitable active
suspension systems. However, compared with auto suppliers that
focus on high-technology, software-based vehicle safety and
automation systems, such as Aptiv PLC (BBB/Stable) or Visteon
Corporation, Tenneco's business remains more tied to engine and
suspension products that affect vehicle performance
characteristics.
Tenneco is among the largest U.S. auto suppliers, but it is smaller
than the largest global auto suppliers, such as Continental AG
(BBB/Stable), Magna International Inc. or Robert Bosch GmbH
(A/Stable). Over the intermediate term, Fitch expects Tenneco's
margins to be roughly consistent with issuers in the 'BB' range,
although they will be pressured in the near to intermediate term by
weaker macro conditions. Fitch expects Tenneco's credit protection
metrics, particularly leverage and coverage, will be more
consistent with a 'B'-range IDR for an extended period.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- The acquisition by Apollo is completed in the fourth quarter of
2022;
- Global light vehicle production rises about 3% in 2022, 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;
- EBITDA margins rise over the next several years on higher
business levels, cost savings initiatives and a more stable
operating environment;
- Capex runs at about 2% of revenue over the next several years;
- The FCF margin is slightly negative in 2022, then it turns
positive and grows in subsequent years as the global production
environment stabilizes and the company achieves cost savings
benefits;
- The company maintains a solid liquidity position over the next
several years, including cash and credit facility availability.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that Tenneco would be reorganized as
a going-concern in bankruptcy rather than liquidated.
Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
Tenneco's recovery analysis estimates a GC EBITDA at $1.18 billion,
which reflects Fitch's view of a sustainable, post-reorganization
EBITDA level upon which the valuation of the company would be based
following a hypothetical default. The sustainable,
post-reorganization EBITDA is for analytical valuation purposes
only and does not reflect a level of EBITDA at which Fitch believes
the company would fall into distress. The GC EBITDA considers
Tenneco's customer supply agreements with most major global OEMs,
with its products embedded in the powertrains and suspension
systems of many global vehicles; the critical nature of its
emission control technologies; and the less-cyclical nature of its
branded aftermarket products. The $1.18 billion ongoing EBITDA
assumption is 2.6% above Tenneco's actual EBITDA of $1.14 billion
(according to Fitch's calculations) in 2021.
Fitch has used a 5.0x multiple to calculate a post-reorganization
valuation. According to the "Automotive Bankruptcy Enterprise
Values and Creditor Recoveries" report published by Fitch in
January 2022, 52% of auto-related defaulters had exit multiples
above 5.0x, with 30% in the 5.0x to 7.0x range. However, the median
multiple observed across 23 bankruptcies was only 5.1x. Within the
report, Fitch observed that 87% of the bankruptcy cases analyzed
were resolved as a GC. Automotive defaulters were typically weighed
down by capital structures that became untenable during a period of
severe demand weakness, either due to economic cyclicality or the
loss of a significant customer, or they were subject to significant
operational issues.
Fitch utilizes a 5.0x enterprise value (EV) multiple based on
Tenneco's global market position, including its position as a
supplier to a number of top global vehicle platforms, and the
non-discretionary nature of its aftermarket products. For
comparison, Apollo's purchase price for Tenneco implies an EV of
about 4.6x Tenneco's LTM pro forma EBITDA (according to Apollo's
EBITDA calculation) as of March 31, 2022.
Consistent with Fitch's criteria, the recovery analysis assumes
that off-balance-sheet factoring is replaced with a super-senior
facility that has the highest priority in the distribution of
value. Fitch also assumes a full draw on the company's proposed
$600 million secured revolver. The revolver, secured term loans and
secured notes receive second priority in the distribution of value
after the factoring. As such, the first lien secured debt,
excluding factoring, totals about $5.05 billion, which results in a
Recovery Rating of 'RR2' with a waterfall generated recovery
computation (WGRC) in the 71%-90% range.
The $1.0 billion of senior unsecured notes have the lowest priority
in the distribution of value. This results in a Recovery Rating of
'RR6' with a WGRC in the 0%-10% range, owing to the significant
amount of secured debt positioned above it in the hierarchy.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Realization of the company's $400 million cost savings target;
- A sustained value-added FCF margin of 0.5% on a consistent
basis;
- Sustained decline in gross EBITDA leverage to 4.0x;
- Sustained increase in EBITDA interest coverage above 4.0x and FFO
interest coverage above 3.0x.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Liquidity pressure arising as a result of the company's smaller
revolver;
- Sponsor-initiated actions that reduce the company's financial
flexibility;
- A sustained negative value-added FCF margin;
- Sustained gross EBITDA leverage above 5.0x without a clear path
to de-levering;
- Sustained EBITDA interest coverage below 2.5x and FFO interest
coverage below 1.5x.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects Tenneco to maintain adequate
liquidity following its acquisition by Apollo. As of Sept. 30,
2022, the company had $415 million of unrestricted cash and cash
equivalents (excluding Fitch's adjustments for not readily
available cash) and about $1.4 billion of availability on its
secured revolver after accounting for $39 million and $69 million
of LOCs. As part of the refinancing of the company's capital
structure, Tenneco will have access to a $600 million secured
revolver following the acquisition, compared with a $1.5 billion
revolver currently. Despite having a smaller revolver, Fitch
expects Tenneco to have adequate liquidity to meet its financial
obligations.
Following the acquisition and the changes to its capital structure,
Tenneco will have no significant debt maturities until 2028, when
its proposed secured notes and the majority of its secured term
loans will mature. That said, the maturity of the new secured
revolver is expected to be in 2027.
According to its criteria, Fitch has treated $320 million of
Tenneco's cash and cash equivalents as not readily available for
purposes of calculating net metrics. This is based on Fitch's
estimate of the amount of cash the company needs to keep on hand to
cover seasonality in its business.
Debt Structure: Following the overhaul of its capital structure,
Tenneco's debt will primarily consist of $2.7 billion of borrowings
on its new secured term loans, $1.75 billion of senior secured
notes and $1.0 billion of senior unsecured notes.
In addition to its balance sheet debt, Fitch expects Tenneco to
continue with about $1.0 billion to $1.3 billion of off-balance
sheet factoring that Fitch treats as debt. As of Sept. 30, 2022,
Tenneco had $1.1 billion of off-balance sheet factoring
outstanding.
Tenneco's off-balance sheet factoring includes the effect of
supply-chain financing programs with some of the company's
aftermarket customers with whom it has entered into extended
payment terms. If the financial institutions involved in these
programs were to curtail or end their participation, Tenneco might
need to borrow from its revolver to offset the effect, but it could
also mitigate at least a portion of the effect by exercising its
contractual right to shorten the payment terms with these
particular aftermarket customers.
ISSUER PROFILE
Pegasus is an affiliate of funds managed by Apollo that will merge
with Tenneco to effectuate Apollo's acquisition of Tenneco. Tenneco
is a global automotive supplier that sells products to both
original equipment manufacturers and the automotive aftermarket.
ESG Considerations
Tenneco has an ESG Relevance Score of '4[+]' for GHG Emissions &
Air Quality due to the company's positioning as a top supplier of
products that reduce vehicle emissions from internal combustion
engines, which has a positive impact on the credit profile and is
relevant to the ratings in conjunction with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery
----------- ------ --------
Pegasus Merger Co. LT IDR B(EXP) Expected Rating
senior secured LT BB-(EXP) Expected Rating RR2
senior unsecured LT CCC+(EXP) Expected Rating RR6
senior secured LT BB-(EXP) Expected Rating RR2
PEPPERONI GRILL: Seeks to Hire Caldwell & Riffee as Counsel
-----------------------------------------------------------
Pepperoni Grill, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to employ Joseph
Caldwell, Esq. at Caldwell & Riffee, as counsel.
The firm's services include:
(a) providing the Debtor with legal advice regarding its powers
and duties under the Bankruptcy Code;
(b) filing adversary proceedings to challenge certain financial
contracts entered into by the Debtor prior to its bankruptcy filing
at alleged unfair terms;
(c) assisting the Debtor in negotiating adequate protection
payments;
(d) providing and preparing disclosure statement and Chapter 11
plan; and
(e) performing other necessary legal services for the Debtor.
The firm will be paid at an hourly rate of $350, and will also be
reimbursed for reasonable out-of-pocket expenses incurred.
Mr. Caldwell disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
Mr. Caldwell can be reached at:
Joseph W. Caldwell, Esq.
Caldwell & Riffee
P.O. Box 4427
Charleston, WV 25364
Phone: (304) 925-2100
Email: jcaldwell@caldwellandriffee.com
About Pepperoni Grill
Pepperoni Grill, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. W.V. Case No. 22-20161) on October 15, 2022,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Joseph W. Caldwell, Esq., at Caldwell &
Riffee.
PEPPERONI GRILL: Seeks to Hire Lisa Wells as Manager
----------------------------------------------------
Pepperoni Grill, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to employ Lisa Wells as
manager.
Ms. Wells will assist the Debtor in the day-to-day supervision of
the operation of the business, purchasing supplies, payroll, and
payment of operating expenses.
Ms. Wells will be paid $5,000 per month.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
About Pepperoni Grill
Pepperoni Grill, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. W.V. Case No. 22-20161) on October 15, 2022,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Joseph W. Caldwell, Esq., at Caldwell &
Riffee.
PEPPERONI GRILL: Seeks to Hire Michelle Steele as Bookkeeper
------------------------------------------------------------
Pepperoni Grill, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to employ Michelle
Steele, a professional based in West Va., as its bookkeeper.
Ms. Steele will render these services:
(a) review all financial statements;
(b) prepare and assist in the preparation and filing of the
Debtor's Monthly Operating Reports;
(c) assist the Debtor's counsel in preparation of financial
projections to be used in connection with a Disclosure Statement
and Plan; and
(d) prepare weekly payroll and prepare quarterly payroll tax
returns and pay weekly payroll taxes.
Ms. Steele will be billed at an hourly rate of $65 for her
services.
As disclosed in court filings, Ms. Steele does not represent
interests adverse to the Debtor or the estate in the matters upon
which she has been engaged.
The professional can be reached at:
Michelle Steele
Michelle Steele Accounting Solutions, Inc.
5306 Dalewood Drive
Cross Lanes, WV 25313
Telephone: (304) 553-2294
About Pepperoni Grill
Pepperoni Grill, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. W. Va. Case No.
22-20161) on Oct. 14, 2022, listing under $1 million in both assets
and liabilities. Jo A. Roderick, sole member, signed the petition.
Judge B. McKay Mignault oversees the case.
The Debtor tapped Joseph W. Caldwell, Esq., as counsel and Michelle
Steele as bookkeeper.
PEPPERONI GRILL: Seeks to Tap Joseph Caldwell as Bankruptcy Counsel
-------------------------------------------------------------------
Pepperoni Grill, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to employ Joseph
Caldwell, Esq., an attorney practicing in West Va., as its
counsel.
Mr. Caldwell will render these services:
(a) advise the Debtor with respect to its powers and duties;
(b) assist the Debtor in the operations of the bankruptcy
estate property;
(c) assist the Debtor in negotiating adequate protection
payments with its secured creditor;
(d) prepare a Disclosure Statement and Plan under the
provisions of a single asset real estate case; and
(e) perform such other legal services as necessary.
Mr. Caldwell will be billed at an hourly rate of $350.
As disclosed in court filings, the attorney does not represent
interests adverse to the Debtor or the estate in the matters upon
which he has been engaged.
The attorney can be reached at:
Joseph W. Caldwell, Esq.
P.O. Box 4427
Charleston, WV 25364
Telephone: (304) 925-2100
Email: jcaldwell@caldwellandriffee.com
About Pepperoni Grill
Pepperoni Grill, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. W. Va. Case No.
22-20161) on Oct. 14, 2022, listing under $1 million in both assets
and liabilities. Jo A. Roderick, sole member, signed the petition.
Judge B. McKay Mignault oversees the case.
The Debtor tapped Joseph W. Caldwell, Esq., as counsel and Michelle
Steele as bookkeeper.
PHARMASTRATEGIES LLC: Case Summary & Seven Unsecured Creditors
--------------------------------------------------------------
Debtor: PharmaStrategies, LLC
PO Box 711
Black Hawk, CO 80422
Chapter 11 Petition Date: November 10, 2022
Court: United States Bankruptcy Court
District of Colorado
Case No.: 22-14405
Judge: Hon. Michael E. Romero
Debtor's Counsel: David V. Wadsworth, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street
Suite 200
Littleton, CO 80120
Tel: 303-296-1999
Email: dwadsworth@wgwc-law.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Larry Krug as member/manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZEFPHRY/PharmaStrategies_LLC__cobke-22-14405__0001.0.pdf?mcid=tGE4TAMA
PHUNWARE INC: Amends Bylaws to Reduce Meeting Quorum Requirement
----------------------------------------------------------------
Phunware, Inc., by resolution of its board of directors, adopted
amended and restated bylaws solely to reduce the quorum required to
hold meetings of the Company's stockholders, as disclosed in a Form
8-K filed with the Securities and Exchange Commission. Section 2.6
of the Amended Bylaws reduces the Quorum Requirement from holders
of a majority to holders of one-third of the stock issued and
outstanding and entitled to vote, and present in person or
represented by proxy.
The Company said it reduced the Quorum Requirement to ensure that
it may achieve quorum at the Company's subsequent meetings of
stockholders. The Company does not anticipate that the reduced
Quorum Requirement will have any effect on the Company's business,
aside from making it easier to hold stockholder meetings.
Adjourns Annual Meeting
On Nov. 4, 2022 at 11:00 a.m. Eastern Time, the Company re-convened
its Annual Meeting. At that time, there were not present or
represented by proxy a sufficient number of shares of the Company's
common stock to constitute a quorum as required under the Amended
and Restated Bylaws in effect at the time. Accordingly, the
Company adjourned the Annual Meeting without any business being
conducted. The adjourned meeting will reconvene virtually today at
11:00 a.m. Eastern Time, to vote on the proposals described within
the proxy statement filed with the Securities and Exchange
Commission on Aug. 31, 2022. The record date of the close of
business on Aug. 17, 2022 remains unchanged for the determination
of stockholders of the Company entitled to vote at the reconvened
Annual Meeting, however, the new Quorum Requirement reflected in
the Amended Bylaws will be in effect.
During the period of adjournment, the Company will continue to
solicit proxies from its stockholders with respect to the proposals
set forth in the Company's proxy statement. Proxies previously
submitted in respect of the Annual Meeting will be voted at the
adjourned meeting unless properly revoked.
No changes have been made in the proposals to be voted on by
stockholders at the Annual Meeting. The Company's proxy statement
and supplemental information relating to the change to the Quorum
Requirement effected by the Amended Bylaws can be obtained at the
SEC's website at www.sec.gov.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $53.52 million for the year ended
Dec. 31, 2021, a net loss of $22.20 million for the year ended Dec.
31, 2020, a net loss of $12.87 million for the year ended Dec. 31,
2019, and a net loss of $9.80 million for the year ended Dec. 31,
2018. As of June 30, 2022, the Company had $61.24 million in total
assets, $25.54 million in total liabilities, and $35.69 million in
total stockholders' equity.
PIPELINE HEALTH: Board Hires McDonald Hopkins as Special Counsel
----------------------------------------------------------------
Pipeline Health System, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ McDonald Hopkins LLC as special counsel to Jonathan Foster
and Matthew Ray (the "Disinterested Managers"), and independent
members of the board of managers of Pipeline Health System, LLC
(the "Board").
The firm's services include:
(a) investigating and determining whether any matter constitutes
a Conflict Matter;
(b) any release or settlement of potential claims or causes of
action of the Company, if any, against any Related Party;
(c) any decision regarding all or part of a transaction to the
extent it constitutes a Conflicts Matter; and
(d) any other transaction implicating the Company in which a
Related Party has an interest.
The firm will be paid at these rates:
Members $390-$1,020 per hour
Of Counsel $345-$990 per hour
Associates $265-$585 per hour
Paralegals $180-$360 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David A. Agay, Esq., a partner at McDonald Hopkins LLC, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David A. Agay, Esq.
McDonald Hopkins LLC
300 North LaSalle Street, Suite 1400
Chicago, IL 60654
Tel: (312) 280-0111
Fax: (312) 280-8232
Email: dagay@mcdonaldhopkins.com
About Pipeline Health System, LLC
Pipeline Health Systems, LLC is an independent, community-focused
healthcare network that offers a wide range of medical services to
the communities it serves, including maternity care, cancer
treatment, behavioral health, rehabilitation, general surgery, and
hospice care. Headquartered in El Segundo, California, Pipeline's
operations include seven safety net hospitals across California,
Texas, and Illinois, with approximately 310 physicians and over
1,150 beds to serve patients, and a company-wide workforce of over
4,200.
Pipeline Health Systems and its affiliates sought Chapter 11
protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In
the petition signed by Andrei Soran, authorized signatory, Pipeline
Health Systems disclosed $500 million to $1 billion in assets and
liabilities.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura
Consulting Group, LLC as restructuring advisor; and Jefferies, LLC,
as financial advisor and investment banker. Epiq Corporate
Restructuring, LLC, is the claims agent.
PIPELINE HEALTH: Hires Ankura Consulting as Financial Advisor
-------------------------------------------------------------
Pipeline Health System, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Ankura Consulting Group, LLC as financial advisor.
The firm will provide these services:
(a) provide financial advisory services to the Debtors,
including assisting in (i) securing use of cash collateral and
developing budgets related thereto, (ii) the orderly and efficient
reorganization of their assets, (iii) the formulation, development,
negotiation, and approval of a plan of reorganization, and (iv)
preparing reporting required by the Bankruptcy Code and the Court;
and
(b) designate Russell A. Perry as Chief Transformation Officer.
The firm will be paid at these rates:
Sr. Managing Directors/Managing Directors $815 to $995 per hour
Senior Directors/Directors $550 to $710 per hour
Senior Associates/Associates $300 to $475 per hour
Paraprofessionals $150 to $250 per hour
The firm received unapplied advance payments from the Debtors in
the amount of $100,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Russell A. Perry, a senior managing director at Ankura Consulting
Group, LLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Russell A. Perry
Ankura Consulting Group, LLC
485 Lexington Avenue, 10th Floor
New York, NY 10017
Tel: (212) 818 1555
Mobile: (917) 273 9748
Email: russell.perry@ankura.com
About Pipeline Health System
Pipeline Health Systems, LLC is an independent, community-focused
healthcare network that offers a wide range of medical services to
the communities it serves, including maternity care, cancer
treatment, behavioral health, rehabilitation, general surgery, and
hospice care. Headquartered in El Segundo, California, Pipeline's
operations include seven safety net hospitals across California,
Texas, and Illinois, with approximately 310 physicians and over
1,150 beds to serve patients, and a company-wide workforce of over
4,200.
Pipeline Health Systems and its affiliates sought Chapter 11
protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In
the petition signed by Andrei Soran, authorized signatory, Pipeline
Health Systems disclosed $500 million to $1 billion in assets and
liabilities.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura
Consulting Group, LLC as restructuring advisor; and Jefferies, LLC,
as financial advisor and investment banker. Epiq Corporate
Restructuring, LLC, is the claims agent.
PIPELINE HEALTH: Hires Arent Fox Schiff LLP as Special Counsel
--------------------------------------------------------------
Pipeline Health System, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Arent Fox Schiff LLP as special regulatory counsel.
The Debtor needs the firm's legal assistance in connection with the
sale of the Debtors' Illinois assets to AUM Global Healthcare
Management LLC ("Resilience") and Ramco Healthcare Holdings, LLC
("Ramco").
The firm will be paid at these rates:
Partners $520 - $1,050 per hour
Of Counsel $450 - $1,045 per hour
Associates $415 - $665 per hour
Paraprofessionals $140 - $395 per hour
Prior to the Petition Date, the Debtors retained and employed Arent
Fox to represent the Debtors in regulatory matters related to the
Illinois Sale. As of the Petition Date, Arent Fox is owed
$301,269.83 for professional services performed relating to these
matters and related costs.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anne Murphy, Esq., a partner at ArentFox Schiff LLP, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Anne Murphy, Esq.
ArentFox Schiff LLP
800 Boylston Street
Boston, MA 02199
Tel: (617) 973-6246
Fax: (617) 249-0718
Email: anne.murphy@arentfox.com
About Pipeline Health System
Pipeline Health Systems, LLC is an independent, community-focused
healthcare network that offers a wide range of medical services to
the communities it serves, including maternity care, cancer
treatment, behavioral health, rehabilitation, general surgery, and
hospice care. Headquartered in El Segundo, California, Pipeline's
operations include seven safety net hospitals across California,
Texas, and Illinois, with approximately 310 physicians and over
1,150 beds to serve patients, and a company-wide workforce of over
4,200.
Pipeline Health Systems and its affiliates sought Chapter 11
protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In
the petition signed by Andrei Soran, authorized signatory, Pipeline
Health Systems disclosed $500 million to $1 billion in assets and
liabilities.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura
Consulting Group, LLC as restructuring advisor; and Jefferies, LLC,
as financial advisor and investment banker. Epiq Corporate
Restructuring, LLC, is the claims agent.
PIPELINE HEALTH: Seeks to Hire Jackson Walker as Co-Counsel
-----------------------------------------------------------
Pipeline Health System, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Jackson Walker LLP as co-counsel.
The firm will provide these services:
-- provide legal advice and services regarding local rules,
practices, and procedures, including Fifth Circuit law;
-- provide certain services in connection with administration of
the chapter 11 cases, including, without limitation, preparing
agendas, hearing notices, and witness and exhibit lists, and
coordinating with chambers;
-- review and comment on proposed drafts of pleadings to be
filed with the Court;
-- at the request of the Debtors, appear in Court and at any
meeting with the U.S. Trustee, and any meeting of creditors at any
given time on behalf of the Debtors as their bankruptcy local and
conflicts co-counsel;
-- perform all other services assigned by the Debtors to the
Firm as bankruptcy local and conflicts co-counsel; and
-- provide legal advice and services on any matter on which
Kirkland may have a conflict or as needed based on specialization.
The firm will be paid at these rates:
Partners $765 to $1,075 per hour
Associates $535 to $750 per hour
Paraprofessionals $230 to $250 per hour
The Debtor paid the firm a retainer of $214,306.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jackson Walker also provided the following in response to the
request for additional information set forth in Paragraph D.1 of
the U.S. Trustee Fee Guidelines.
Question: Did the firm agree to any variations from, or
alternatives to, the firm's standard billing arrangements for this
engagement?
Answer: No. The firm and the Debtors have not agreed to any
variations from, or alternatives to, the firm's standard billing
arrangements for this engagement. The rate structure provided by
the firm is appropriate and is not significantly different from (a)
the rates that the Debtors charge for other non-bankruptcy
representatives or (b) the rates of other comparably skilled
professionals.
Question: Do any of the firm professionals in this engagement
vary their rate based on the geographical location of the Debtors'
Chapter 11 cases?
Answer: No. The hourly rates used by the firm in representing the
Debtors are consistent with the rates that the firm charges other
comparable Chapter 11 clients, regardless of the location of the
Chapter 11 case.
Question: If the firm has represented the Debtors in the 12
months prepetition, disclose the firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If the firm's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: My hourly rate is $1,045. The rates of other
restructuring attorneys in the firm range from $535 to $1,075 an
hour and the paraprofessional rates range from $230 to $250 per
hour. The firm represented the Debtors during the weeks immediately
before the petition date, using the foregoing hourly rates.
Question: Have the Debtors approved the firm's budget and
staffing plan, and if so, for what budget period?
Answer: The firm has not prepared a budget and staffing plan.
Matthew D. Cavenaugh, a partner at Jackson Walker, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew D. Cavenaugh, Esq.
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
About Pipeline Health System
Pipeline Health Systems, LLC is an independent, community-focused
healthcare network that offers a wide range of medical services to
the communities it serves, including maternity care, cancer
treatment, behavioral health, rehabilitation, general surgery, and
hospice care. Headquartered in El Segundo, California, Pipeline's
operations include seven safety net hospitals across California,
Texas, and Illinois, with approximately 310 physicians and over
1,150 beds to serve patients, and a company-wide workforce of over
4,200.
Pipeline Health Systems and its affiliates sought Chapter 11
protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In
the petition signed by Andrei Soran, authorized signatory, Pipeline
Health Systems disclosed $500 million to $1 billion in assets and
liabilities.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura
Consulting Group, LLC as restructuring advisor; and Jefferies, LLC,
as financial advisor and investment banker. Epiq Corporate
Restructuring, LLC, is the claims agent.
PIPELINE HEALTH: Seeks to Hire Jefferies LLC as Investment Banker
-----------------------------------------------------------------
Pipeline Health System, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Jefferies LLC as their investment banker.
The firm will provide these services:
a. provide advice and assistance to the Debtors in connection
with analyzing, structuring, negotiating and effecting (including
providing valuation analyses as appropriate), and acting as
exclusive financial advisor to the Debtors in connection with, any
restructuring, reorganization, recapitalization, repayment or
material modification of the Debtors' outstanding indebtedness,
however achieved, including, without limitation, through any offer
by the Debtors with respect to any outstanding Debtor indebtedness,
a solicitation of votes, approvals, or consents giving effect
thereto (including with respect to a prepackaged or prenegotiated
plan of reorganization or other plan pursuant to the Bankruptcy
Code), the execution of any agreement giving effect thereto, an
offer by any party to convert, exchange or acquire any outstanding
Debtor indebtedness, or any similar balance sheet restructuring
involving the Debtors (any such transaction considered in this
paragraph is hereinafter referred to as a "Restructuring");
b. perform the following financial advisory services, among
others, for the Debtors in connection with a Restructuring: (a)
becoming familiar with, to the extent Jefferies deems appropriate,
and analyzing, the business, operations, properties, financial
condition and prospects of the Debtors; (b) advising the Debtors on
the current state of the "restructuring market"; (c) assisting and
advising the Debtors in developing a general strategy for
accomplishing a Restructuring; (d) assisting and advising the
Debtors in implementing a Restructuring; (e) assisting and advising
the Debtors in evaluating and analyzing a Restructuring, including
the value of the securities or debt instruments, if any, that may
be issued in any such Restructuring; and (f) rendering such other
financial advisory services as may from time to time be agreed upon
by the Debtors and Jefferies;
c. provide the Debtors with financial advice and assistance in
connection with a possible sale, disposition or other business
transaction or series of transactions involving all or a material
portion of the equity or assets of one or more entities comprising
the Debtors, whether directly or indirectly and through any form of
transaction, including, without limitation, merger, reverse merger,
liquidation, stock sale, asset sale, asset swap, recapitalization,
reorganization, consolidation, amalgamation, spin-off, split-off,
joint venture, strategic partnership, license, a sale under section
363 of the Bankruptcy Code (including any "credit bid" made
pursuant to section 363(k) of the Bankruptcy Code and including
under a prepackaged or pre-negotiated plan of reorganization or
other plan pursuant to the Bankruptcy Code) or other transaction
(any of the foregoing, an "M&A Transaction"); and
d. act as sole and exclusive financial advisor in connection
with any of the following (each, a "Financing"): (i) the sale
and/or placement, whether in one or more public or private
transactions, of (A) common equity, preferred equity, and/or
equity-linked securities of the Debtors (regardless of whether sold
by the Debtors or their securityholders), including, without
limitation, convertible debt securities (individually and
collectively, "Equity Securities"), and/or (B) notes, bonds,
debentures and/or other debt securities of the Debtors, including,
without limitation, mezzanine and asset-backed securities
(individually and collectively, "Debt Securities"), and/or (ii) the
arrangement and/or placement of any bank debt and/or other credit
facility of the Debtors including debtor-in-possession financing
(individually and collectively, "Bank Debt").
The firm will be paid as follows:
(a) A monthly fee (the "Monthly Fee") equal to $100,000 per
month until the termination of this Agreement. The first Monthly
Fee shall be payable as of the date of the Prior Agreement, and
each subsequent Monthly Fee shall be payable in advance on each
monthly anniversary thereafter. Fifty percent (50%) of all Monthly
Fees actually paid to Jefferies after the payment of $300,000 in
Monthly Fees shall be credited once, without duplication, against
any Restructuring Fee or Credit Bid Transaction Fee (each as
defined below), if any, subsequently payable to Jefferies by the
Company; provided that one hundred percent (100%) and not fifty
percent (50%) of any Monthly Fees actually paid Jefferies after the
payment of $600,000 in Monthly Fees shall be credited once, without
duplication, against any Restructuring Fee or Credit Bid
Transaction Fee, if any, subsequently payable to Jefferies by the
Company.
(b) Promptly upon the consummation of a Restructuring, a fee
(the "Restructuring Fee") in an amount equal to $2,500,000;
provided, however, that, in such event, Jefferies shall not be paid
any Credit Bid Transaction Fee, and in no event shall Jefferies be
paid both a Restructuring Fee and a Credit Bid Transaction Fee.
(c) Promptly upon the consummation of an M&A Transaction
involving a credit bid for any of the Company's non-Illinois
operations, a fee (the "Credit Bid Transaction Fee") in an amount
equal to $2,500,000;
(d) To the extent the Company requests assistance from Jefferies
in connection with any M&A Transaction(s) not covered by Section
4(c) above, including, without limitation, the Illinois Sale (other
than in the event of a private sale pursuant to section 363 of the
Bankruptcy Code, except to the extent that the Company requests
that Jefferies provide testimony in support of such private sale,
in which case the applicable fee will be mutually determined in
good faith by the Company and Jefferies and will be based on the
prevailing market for similar services for global, full-service
investment banks), promptly upon the consummation of any such M&A
Transactions(s), a fee (the "M&A Transaction Fee") in an amount
equal to the greater of (i) $750,000 and (ii) 2.5% of the
Transaction Value (as defined below) of such M&A Transaction(s).
Notwithstanding the foregoing, (A) the M&A Transaction Fee with
respect to any Illinois Sale that is consummated pursuant to any
bidding procedures approved by the Bankruptcy Court (as defined
below) shall be in an amount equal to $500,000 and (B) to the
extent all or substantially all of the Company's operations are
sold pursuant to one or more M&A Transactions, Jefferies shall be
entitled to a fee on account of such M&A Transactions in an amount
equal to the greater of (i) the aggregate amount of M&A Transaction
Fees payable under this Section 4(d) and (ii) $2,500,000; provided,
however, that in the event that Jefferies is paid M&A Transaction
Fees in accordance with clause (B) above, Jefferies shall not be
entitled to and shall not be paid any Restructuring Fee or Credit
Bid Transaction Fee. Additionally, in the event that M&A
Transactions involving all or substantially all of the Company's
non-Illinois operations do not occur but one or more M&A
Transaction Fees are actually paid to Jefferies, then seventy-five
percent (75%) of any M&A Transaction Fee actually paid to Jefferies
on account of such M&A Transactions shall be credited once, without
duplication, against any Restructuring Fee or Credit Bid
Transaction Fee, if any, subsequently payable to Jefferies by the
Company. In addition, for the avoidance of doubt, it is expressly
understood that a separate M&A Transaction Fee shall be payable in
respect of each M&A Transaction in the event that more than one M&A
Transaction shall occur.
During the 90-day period prior to the commencement of these Chapter
11 Cases, the firm was paid $115,000 on September 30, 2022 on
account of a $100,000 Monthly Fee payable as of September 19, 2022
and a $15,000 expense advance.
Jeffrey Finger, a managing director at Jefferies, 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:
Jeffrey Finger
Jefferies LLC
520 Madison Avenue
New York, NY 10022
Tel: (212) 284-2300
About Pipeline Health System
Pipeline Health Systems, LLC is an independent, community-focused
healthcare network that offers a wide range of medical services to
the communities it serves, including maternity care, cancer
treatment, behavioral health, rehabilitation, general surgery, and
hospice care. Headquartered in El Segundo, California, Pipeline's
operations include seven safety net hospitals across California,
Texas, and Illinois, with approximately 310 physicians and over
1,150 beds to serve patients, and a company-wide workforce of over
4,200.
Pipeline Health Systems and its affiliates sought Chapter 11
protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In
the petition signed by Andrei Soran, authorized signatory, Pipeline
Health Systems disclosed $500 million to $1 billion in assets and
liabilities.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura
Consulting Group, LLC as restructuring advisor; and Jefferies, LLC,
as financial advisor and investment banker. Epiq Corporate
Restructuring, LLC, is the claims agent.
PIPELINE HEALTH: Seeks to Hire Kirkland & Ellis as Counsel
----------------------------------------------------------
Pipeline Health System, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP
as their legal counsel.
The firm's services include:
(a) advising the Debtors with respect to their powers and duties
in the continued management and operation of their businesses and
properties;
(b) advising and consulting on the conduct of the cases,
including all of the legal and administrative requirements of
operating in Chapter 11;
(c) attending meetings and negotiating with representatives of
creditors and other parties in interest;
(d) taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which they are involved;
(e) preparing pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estates;
(f) representing the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;
(g) advising the Debtors in connection with any potential sale
of assets;
(h) appearing before the bankruptcy court and any appellate
courts;
(i) advising the Debtors regarding tax matters;
(j) taking any necessary action on behalf of the Debtors to
negotiate, prepare and obtain approval of a disclosure statement
and confirmation of a Chapter 11 plan; and
(k) other necessary legal services including (i) analyzing the
Debtors' leases and contracts and the assumption and assignment or
rejection thereof; (ii) analyzing the validity of liens against the
Debtors; and (iii) advising the Debtors on corporate and litigation
matters.
The firm will be paid at these rates:
Partners $1,135 - $1,995 per hour
Of Counsel $805 - $1,845 per hour
Associates $650 - $1,245 per hour
Paraprofessionals $265 - $495 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtors paid the firm advance payment retainer totaling
$2,900,000 in the aggregate.
Steven Serajeddini, Esq., president of Steven N. Serajeddini, P.C.,
a partner of Kirkland, disclosed in court filings that Kirkland is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.
Mr. Serajeddini also made the following disclosures in response to
the request for additional information set forth in Paragraph D.1
of the Revised U.S. Trustee Guidelines:
a. Question: Did Kirkland agree to any variations from, or
alternatives to, Kirkland's standard billing arrangements for this
engagement?
Answer: No. Kirkland and the Debtors have not agreed to any
variations from, or alternatives to, Kirkland's standard billing
arrangements for this engagement. The rate structure provided by
Kirkland is appropriate and is not significantly different from (a)
the rates that Kirkland charges for other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals.
b. Question: Do any of the Kirkland professionals in this
engagement vary their rate based on the geographic location of the
Debtors' Chapter 11 cases?
Answer: No. The hourly rates used by Kirkland in representing
the Debtors are consistent with the rates that Kirkland charges
other comparable Chapter 11 clients regardless of the location of
the case.
c. Question: If Kirkland has represented the Debtors in the 12
months prepetition, disclose Kirkland's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If Kirkland's
billing rates and material financial terms have changed
postpetition, explain the difference and the reasons for the
difference.
Answer: Kirkland's current hourly rates for services rendered
on behalf of the Debtors range as follows:
Billing Category U.S. Range
Partners $1,135 - $1,995 per hour
Of Counsel $805 - $1,845 per hour
Associates $650 - $1,245 per hour
Paraprofessionals $265 - $495 per hour
d. Question: Have the Debtors approved Kirkland's budget and
staffing plan, and, if so, for what budget period?
Answer: Yes, pursuant to the DIP Order, professionals proposed
to be retained by the Debtors are required to provide weekly
estimates of fees and expenses incurred in these chapter 11 cases.
Kirkland can be reached through:
Steven N. Serajeddini, Esq.
Steven N. Serajeddini, P.C.
601 Lexington Avenue
Kirkland & Ellis LLP and
Kirkland & Ellis International LLP
New York, NY 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: steven.serajeddini@kirkland.com
About Pipeline Health System
Pipeline Health Systems, LLC is an independent, community-focused
healthcare network that offers a wide range of medical services to
the communities it serves, including maternity care, cancer
treatment, behavioral health, rehabilitation, general surgery, and
hospice care. Headquartered in El Segundo, California, Pipeline's
operations include seven safety net hospitals across California,
Texas, and Illinois, with approximately 310 physicians and over
1,150 beds to serve patients, and a company-wide workforce of over
4,200.
Pipeline Health Systems and its affiliates sought Chapter 11
protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In
the petition signed by Andrei Soran, authorized signatory, Pipeline
Health Systems disclosed $500 million to $1 billion in assets and
liabilities.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura
Consulting Group, LLC as restructuring advisor; and Jefferies, LLC,
as financial advisor and investment banker. Epiq Corporate
Restructuring, LLC, is the claims agent.
PRECIPIO INC: To Hold Third Quarter Conference Call on Nov. 14
--------------------------------------------------------------
Precipio, Inc. will be hosting its Q3-2022 shareholder update call
on Monday, November 14th at 5:00 p.m. ET. The call will include
updates on the Company's current core businesses.
The conference call may be accessed by calling 844-695-5519
(international callers dial 1-412-902-6760). All callers should
ask for the Precipio Inc. conference call. Participants may also
pre-register for the conference call at
https://dpregister.com/sreg/10173003/f504ba2427. For those that
pre-register for the shareholder call, the host service will send a
calendar invitation and a direct dial-in number for the call to
your email used during registration, which will allow for the
registrant to bypass the operator.
Listeners interested in submitting questions in advance should
email their questions to investors@precipiodx.com and management
will do its best to address those questions during the call.
A replay of the call will be available approximately 24 hours after
the call and may be accessed via the investors page located on
Precipio's website or at http://www.precipiodx.com/investors.html.
About Precipio
Omaha, Nebraska-based Precipio, Inc., formerly known as
Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare
solutions company focused on cancer diagnostics. Its business
mission is to address the pervasive problem of cancer misdiagnoses
by developing solutions to mitigate the root causes of this problem
in the form of diagnostic products, reagents and services.
Precipio reported a net loss of $8.52 million for the year ended
Dec. 31, 2021, compared to a net loss of $10.60 million for the
year ended Dec. 31, 2020. As of June 30, 2022, the Company had
$25.98 million in total assets, $5.41 million in total liabilities,
and $20.56 million in total stockholders' equity.
Hartford, CT-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
30, 2022, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
PUERTO RICO: Judge Warns Board as PREPA Debt Plan Deadline Nears
----------------------------------------------------------------
John Nancarrow and Michelle Kaske of Bloomberg News report that a
judge overseeing the five-year bankruptcy case for Puerto Rico's
main power utility is pressuring island officials to come up with a
debt-cutting plan by Dec. 1, saying she aims to complete the
workout by June.
US District Court Judge Laura Taylor Swain on Wednesday, November
2, 2022, warned Puerto Rico's financial oversight board, which is
managing the bankruptcy, that if it fails to submit a confirmable
debt proposal by Dec. 1, 2022 her response could be far-reaching.
The warning is a signal that she may be prepared to dismiss the
case altogether.
As reported in the TCR in early October 2022, US District Court
Judge Laura Taylor Swain approved a request by the island's
Congressionally appointed oversight board to litigate how much of
the power utility's revenue bondholders are entitled to. She also
decided that court-ordered mediation should continue and set the
Dec. 1, 2022 deadline for a new plan to reduce
$9 billion of Puerto Rico Electric Power Authority debt.
The Financial Oversight and Management Board for Puerto Rico
announced Sept. 16, 2022, that it has reached an impasse in
mediations with bondholders over the restructuring of PREPA's debt
and filed a required schedule with the U.S. District Court for the
District of Puerto Rico to resume litigation against PREPA
bondholders.
The Oversight Board filed its proposed litigation schedule in
compliance with a prior court order requiring it to file, among
other options, an expedited litigation schedule for various
disputes with PREPA's creditors. The Oversight Board also
encouraged further mediation and negotiations with all parties as
the litigation progresses.
The litigation will focus on whether the bondholders' security
interest securing their bond claims is limited to the money PREPA
deposits in accounts the bond trustee created pursuant to the trust
agreement governing the issuance of the bonds. The trust agreement
requires PREPA to deposit money into these accounts only after
PREPA pays its operating expenses. The Oversight Board asserts the
trust agreement limits the bondholders' security interest to monies
in this fund, and that bondholders have no claim against PREPA that
is not satisfied by the money currently in the fund.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ('PROMESA').
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017. On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
* * *
Title III plans of adjustment have been confirmed for the
Commonwealth and COFINA debtors.
PWM PROPERTY: SL Green Convinces Judge to Reject Plan
-----------------------------------------------------
Alex Wolf of Bloomberg Law reports that SL Green Realty Corp.
prevailed in its bid to prevent the bankruptcy plan approval of a
Chicago office tower developer that's backed by China-based HNA
Group Co., after a judge found that the plan would potentially
imperil SL Green's ability to collect on a $185 million judgment.
Judge Mary F. Walrath of the US Bankruptcy Court for the District
of Delaware said she couldn't "in good conscience" approve PWM
Property Management LLC's Chapter 11 reorganization plan.
In the plan, PWM proposed transferring ownership interest of its
181 West Madison building in Chicago's West Loop neighborhood to a
separate and non-bankrupt company.
On Nov. 3, 2022, at the hearing on confirmation of the Plan, after
consideration of the Plan and the SLG Member plan objection, the
Court denied confirmation of the Plan, stating that it would not
approve the Plan's proposed transfer of the equity in Eternal Fame
held by PWM Property back to HNA Capital Leasing to restore that
status quo ante.
The SLG Member opposed the restoration of the status quo ante with
respect to the Equity Transfers provided by the Plan and the West
Madison Mortgage Loan Amendment because it holds the Judgment
against non-debtor HNAI that it is seeking to enforce, including by
having the Judgment domesticated in Delaware and garnishing HNAI's
"shares" in HNA NORTH AMERICA LLC ("HNA NA"), the immediate parent
of HNA GNA.
That garnishment is being sought in the action in the SUPERIOR
COURT OF THE STATE OF DELAWARE in the judgment domestication case
bearing no. N22J-02644, styled 245 Park Member LLC v. HNA Group
(International) Company Limited (the "Delaware Judgment Action"),
wherein the Praecipe filed therein on October 18, 2022, and the
Attachment Fieri Facias Garnishment attached thereto issued by that
court's Prothonotary to the SHERIFF OF NEW CASTLE COUNTY, dated
October 19, 2022 have been sought and obtained by SLG Member.
In seeking confirmation of the Plan, the West Madison Debtors noted
that they recently reached a settlement with the West Madison
Mortgage Lender. The settlement provides for consensual
reinstatement of the West Madison Mortgage Loan Claims subject to
certain loan modifications and the payment of $3.5 million plus
certain special servicer and professional fees to the West Madison
Mortgage Lender in full and final resolution of its objection to
confirmation of the Plan with respect to the West Madison Debtors.
A material term of the settlement is that the equity interests in
Eternal Fame Investment Limited, the non-debtor parent company of
181 West Madison Holding LLC (the parent company of West Madison
Owner), which are owned by PWM Property Management LLC, must be
returned to non-debtor HNA Capital Leasing & Holding LLC.
The only party that has objected to confirmation of the Plan is SLG
Member. SLG Member accuses the West Madison Debtors of seeking to
“perpetrate an actual fraud upon creditors” by transferring the
equity interests in Eternal Fame to HNA Capital Leasing through the
Plan. But the Debtors insist that the claims are without merit.
The proposed reinstatement of HNA Capital Leasing's ownership of
Eternal Fame is not a fraudulent transfer or an attempt to
frustrate SLG Member's collection efforts against HNAI, but rather
a prerequisite for the West Madison Debtors to implement a
consensual modification of the West Madison Mortgage Loan
Agreement. The Plan proposes to return the ownership structure of
West Madison Owner to substantially the position it was in on Nov.
27, 2019, more than a year after SLG Member received its guaranty
from HNAI. According to the Debtors, SLG Member did not invest
with any expectation that HNAI had an ownership interest in 181
West Madison.
About PWM Property Management
PWM Property Management LLC, et al., are primarily engaged in
renting and leasing real estate properties. They own two premium
office buildings, namely 245 Park Avenue in New York City, a
prominent commercial real estate assets in Manhattan's prestigious
Park Avenue office corridor, and 181 West Madison Street in
Chicago, Illinois.
On Oct. 31, 2021, PWM Property Management LLC and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
21-11445). PWM estimated assets and liabilities of $1 billion to
$10 billion as of the bankruptcy filing.
The cases are pending before the Honorable Judge Mary F. Walrath
and are being jointly administered for procedural purposes under
Case No. 21-11445.
The Debtors tapped White & Case LLP as restructuring counsel; Young
Conaway Stargatt & Taylor, LLP as local counsel; and M3 Advisory
Partners, LP as restructuring advisor. Omni Agent Solutions is the
claims agent.
QUOTIENT LIMITED: Effects Reverse Common Stock Split
----------------------------------------------------
Quotient Limited announced that a reverse split of its ordinary
shares, nil par value, at a ratio of 1-for-40 became effective
following close of trading on the Nasdaq Global Market on Nov. 2,
2022. The Company's Ordinary Shares began trading on a
split-adjusted basis when the market opens on Nov. 3, 2022 under
the existing trading symbol, "QTNT."
The reverse stock split is primarily intended to bring the Company
into compliance with the minimum bid price requirement for
maintaining its listing on the Nasdaq Global Market. The new CUSIP
number for the Ordinary Shares following the reverse stock split is
G73268149.
As a result of the reverse stock split, every forty shares of the
Company's Ordinary Shares issued and outstanding was automatically
reclassified into one Ordinary Share. The reverse stock split did
not modify any rights or preferences of the Ordinary Shares.
Shareholders holding Ordinary Shares through a brokerage account
will have their Ordinary Shares automatically adjusted to reflect
the 1-for-40 reverse stock split. It is not necessary for
shareholders holding Ordinary Shares in certificated form to
exchange their existing share certificates for new share
certificates of the Company in connection with the reverse stock
split, although stockholders may do so if they wish. No fractional
shares will be issued in connection with the reverse split. The
Company's transfer agent will aggregate all fractional shares held
by the Company's shareholders into whole shares and arrange for
them to be sold on the open market at prevailing prices. In lieu
of fractional shares, shareholders will receive a cash payment
equal to their allocable share of the total proceeds of these
sales.
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
Quotient Limited reported a net loss of $125.13 million for the
year ended March 31, 2022, compared to a net loss of $111.03
million for the year ended March 31, 2021. As of June 30, 2022,
the Company had $174.59 million in total assets, $325.67 million in
total liabilities, and a total shareholders' deficit of $151.08
million.
Belfast, United Kingdom-based Ernst & Young LLP, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated June 28, 2022, citing that the Company has incurred
recurring net losses and negative cash flows from operations, its
planned expenditures exceed available funding, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
QUOTIENT LTD: Perceptive Advisors, Two Others No Longer Own Shares
------------------------------------------------------------------
Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life
Sciences Master Fund, Ltd. disclosed in a Schedule 13G/A filed with
the Securities and Exchange Commission that as of Oct. 31, 2022,
they beneficially own zero ordinary shares of Quotient Limited. A
full-text copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1224962/000119312522276931/d411720dsc13ga.htm
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
Quotient Limited reported a net loss of $125.13 million for the
year ended March 31, 2022, compared to a net loss of $111.03
million for the year ended March 31, 2021. As of June 30, 2022,
the Company had $174.59 million in total assets, $325.67 million in
total liabilities, and a total shareholders' deficit of $151.08
million.
Belfast, United Kingdom-based Ernst & Young LLP, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated June 28, 2022, citing that the Company has incurred
recurring net losses and negative cash flows from operations, its
planned expenditures exceed available funding, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
RAKKI LLC: Seeks Use of Cash Collateral
---------------------------------------
Rakki LLC asks the U.S. Bankruptcy Court for the Northern District
of Texas, Fort Worth Division, for authority to use cash collateral
in accordance with the budget, with a 5% variance.
The Debtor requires the use of cash collateral for materials,
payroll and general operating expenses. Revenue is generated
through the Debtor's restaurant business.
A search in the Texas Secretary of State shows that allegedly
secured positions are held by:
-- On Deck (UCC Filing No. 22-0032336344);
-- MCA Servicing Company (UCC Filing No. 22-0033184326);
-- Kalamata (UCC filing No. 22-0036657667);
-- LiquidBee (UCC filing No. 22-0047333701);
-- Torro (UCC filing No. 22-0047399167);
-- Family Business Fund (UCC filing No. 22-0048507725);
-- Gel Funding/Bridge Funding (UCC filing No. 22-0051894152);
and
-- Spring Funding (UCC filing No. 22-0053533992).
The loans are secured by current and future accounts receivables,
various pieces of inventory and equipment at Debtors' businesses,
pursuant to the filed UCC liens that have been filed.
A copy of the motion is available at https://bit.ly/3fUg3Aw from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/3hux8l5 from
PacerMonitor.com.
The Debtor projects $360,928 in cash receipts and $340,370 in total
cash disbursements for 30 days.
About Rakki LLC
Rakki LLC sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Tex. Case No. 22-42669) on November 4, 2022. In
the petition signed by Viet Nguyen, managing member, the Debtor
disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Robert C. Lane, Esq., at The Lane Law Firm, is the Debtor's legal
counsel.
RUSSIAN MEDIA: Amends TD Bank Secured Claims Pay Details
--------------------------------------------------------
Russian Media Group LLC, d/b/a RTN-WMND, submitted an Amended
Disclosure Statement describing Amended Chapter 11 Plan of
Reorganization dated November 3, 2022.
The Debtor is a Russian-language television network providing
television network services.
Class I consists of the impaired secured claim of TD Bank, N.A. in
the amount of $35,115.56. The Parties agree that the current
outstanding balance of $26,697.57 to be repaid at a rate of 7.24%,
at a monthly payment of $722.74 for 42 months. Further, the current
attorneys' fee of $9,468.50 to be paid as follows: $4,734.25 can be
paid now per cash collateral order and the remaining balance
$4,734.25 can be paid by January 2023, and any additional
attorneys' fees thereafter can be paid on the 42nd month.
The Plan offers the general unsecured claims a distribution of 10%
to be paid by equal monthly installments within 60 months
commencing on the effective date.
Grigory Davidzon and Sam Katsman, the equity interest holders,
shall retain their interest in the Debtor following Confirmation,
in consideration of a new value contribution, being made by them as
the equity holders, toward the payment of general unsecured
creditor claims. Grigory Davidzon and Sam Katsman will contribute
funds in installments over the life of the plan, on as needed basis
up to the full amount of $200,000.00, representing the principal's
new value contribution.
Grigory Davidzon, as Debtor's president and 67% shareholder, will
continue to be employed by the reorganized debtor, without monthly
compensation.
Sam Katsman, as a Debtor's Vice-president and 23% shareholder, will
continue to be employed by the reorganized debtor, without monthly
compensation.
The Plan will be financed from continuing operating income,
reorganized business operations of the Debtor, from the timely
collections of outstanding receivables, as well as from funds
accumulated in the Debtor's in Possession accounts.
A full-text copy of the Amended Disclosure Statement dated November
3, 2022, is available at https://bit.ly/3UI40F5 from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Alla Kachan, Esq.
Law Offices of Alla Kachan, P.C.
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-3156
Email: alla@kachanlaw.com
About Russian Media Group
Russian Media Group, LLC, a Brooklyn, N.Y.-based company doing
business as TRN-WMNB, filed a petition for Chapter 11 protection
(Bankr. E.D.N.Y. Case No. 21-41741) on July 1, 2021, listing
$625,956 in assets and $1,532,402 in liabilities. Sam Katsman,
vice-president of Russian Media Group, signed the petition.
Judge Elizabeth S. Stong oversees the case.
The Law Offices of Alla Kachan, P.C. and Wisdom Professional
Services Inc. serve as the Debtor's legal counsel and accountant,
respectively.
SAMN LLC: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------
Samn, LLC asks the U.S. Bankruptcy Court for the Southern District
of Texas, Houston Division, for authority to use cash collateral in
accordance with the budget and provide adequate protection.
The Debtor requires the use of cash collateral to fund its ongoing
operations.
SAMN's financial difficulties began in 2020 due to the COVID-19
pandemic. Samn has been able to continue paying its bills. However,
Samn was forced to file for bankruptcy due the amounting cost of
litigation in the 344th Judicial District Court in Chambers
County.
The creditors asserting an interest in the cash and receivables of
SAMN are:
-- American First National Bank based on the UCC-1 Financing
Statement filed with the Texas Secretary of State on April 13,
2015, indicating a purported interest in all accounts, contract
rights, inventory, equipment, fixtures, instruments, chattel paper,
general intangibles, documents, investment property, deposit
accounts, and financial assets; and
-- the U.S. Small Business Administration based on the UCC-1
Financing Statement filed with the Texas Secretary of State on July
26, 2020, indicating a purported interest in all tangible and
intangible personal property.
As adequate protection for the diminution in value of cash
collateral, SAMN will (i) provide monthly adequate protection
payments as provided in the Budget, (ii) maintain the value of its
business as a going concern, (iii) provide replacement liens upon
now owned and after-acquired cash to the extent any diminution in
value of cash collateral, and (iv) provide super priority
administrative claims to the extent any diminution of value of cash
collateral.
Additionally, SAMN intends to provide further adequate protection,
to the extent of any diminution in value, to AFNB and the SBA for
the use of cash collateral by providing to AFNB and the SBA
post-petition replacement liens pursuant to 11 U.S.C. section
361(2) in account receivables, including cash generated or received
by SAMN subsequent to the Filing Date, but only to the extent AFNB
and the SBA had value, perfected prepetition liens and security
interests in such collateral as of the Filing Date. The priority of
any post-petition replacement liens granted to AFNB and the SBA
will be the same as existed as of the Filing Date.
The Debtor asserts a basis for emergency relief exists because SAMN
faces immediate and irreparable harm to the estate absent emergency
consideration of the relief requested.
A copy of the Debtor's motion is available at
https://bit.ly/3G916VQ from PacerMonitor.com.
About Samn LLC
Samn LLC provides geophysical survey services. The Company
specialize in geospatial data solutions such as land and
hydrographic surveying, airborne, mobile, aerial mapping, utility
coordination, and construction phase services.
Samn LLC sought sought protection under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33023) on
Oct. 11, 2022. In the petition filed by Amrut Bhakta, as managing
member, the Debtor reported assets and liabilities between $1
million and $10 million.
Judge Eduardo V. Rodriguez oversees the case.
Jarrod B. Martin has been appointed as Subchapter V trustee.
The Debtor is represented by Susan Tran Adams of Tran Singh LLP.
SAMN LLC: Seeks to Hire Tran Singh LLP as Bankruptcy Counsel
------------------------------------------------------------
Samn LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to employ Tran Singh, LLP as its legal
counsel.
The firm will render these services:
(a) analyze the financial situation and render advice and
assistance to the Debtor;
(b) advise the Debtor with respect to its rights, duties, and
powers in this case;
(c) represent the Debtor at all hearings and other
proceedings;
(d) prepare and file all appropriate legal papers as
necessary;
(e) represent the Debtor at any meeting of creditors and such
other services as may be required during the bankruptcy
proceedings;
(f) represent the Debtor in all proceedings before the court
and in any other judicial or administrative proceeding where the
rights of the Debtor may be litigated or otherwise affected;
(g) prepare and file a Disclosure Statement, if required, and
Subchapter V Plan of Reorganization;
(h) assist the Debtor in analyzing the claims of the creditors
and in negotiating with such creditors; and
(i) assist the Debtor in any matters relating to or arising
out of the captioned case.
The hourly rates of the firm's counsel are as follows:
Susan Tran Adams $475
Brendon Singh $500
Mayur Patel $425
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a pre-petition retainer in the amount of $25,000
from the Debtor.
Susan Tran, Esq., an attorney at Tran Singh, 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:
Susan Tran Adams, Esq.
Tran Singh, LLP
2502 La Branch Street
Houston TX 77004
Telephone: (832) 975-7300
Facsimile: (832) 975-7301
Email: stran@ts-llp.com
About Samn LLC
Samn LLC provides geophysical survey services. The Company
specialize in geospatial data solutions such as land and
hydrographic surveying, airborne, mobile, aerial mapping, utility
coordination, and construction phase services.
Samn LLC sought sought protection under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 22-33023)
on Oct. 11, 2022, with between $1 million and $10 million in both
assets and liabilities. Jarrod B. Martin has been appointed as
Subchapter V trustee.
Judge Eduardo V. Rodriguez oversees the case.
Susan Tran Adams, Esq., at Tran Singh LLP serves as the Debtor's
counsel.
SEARS HOLDINGS: KSI and Goldberger Debts Remain General Unsecured
-----------------------------------------------------------------
Bankruptcy Judge Sean H. Lane denies Kingdom Seekers Inc. ("KSI")
and Aron Goldberger's motion to be listed as a priority debt in the
bankruptcy cases of Sears Holdings Corporation and its related
debtor entities.
The Movants have a prior history in the Chapter 11 cases. On Oct.
19, 2021, the Debtors filed their Thirty-Sixth Claims Objection,
requesting the reclassification of the Movants' proofs of claim
number 26515 and 26517 from priority status to general unsecured
status. The Claims Objection specified that: (a) the Claims were
not secured by a valid lien on property of the Debtors' estates,
and (b) the Claims did not otherwise satisfy the requirements for
administrative expense or statutory priority under Sections 503(b)
and 507(a) of the Bankruptcy Code.
The Movants opposed the relief sought in the Claims Objection. On
Nov. 10, 2021, the Court held a hearing on the Claims Objection,
but the Movants did not appear at the hearing. Subsequently, the
Court granted the relief requested by the Debtors which
reclassified the Movants' Claims in their entirety as general
unsecured claims ("Reclassification Order").
The Movants did not appeal the Reclassification Order, instead they
submitted a letter to the Court requesting asking for the Court to
rule that the Claims had priority and administrative expense status
pursuant to Sections 507(a)(2) and 507(a)(1) of the Bankruptcy
Code. The Court construed the Letter as a motion to reconsider the
Reclassification Order and denied the same, stating that the
Movants failed to meet the standard under Rule 60(b).
("Reconsideration Order")
Now, the Movants file the instant Motion, in which they request the
Court list the Claims as priority debts of the Debtors. They
allege, among other things, wage theft on the part of Sears and an
assault by one of the Debtors' employees.
Since the Motion seeks the same relief previously addressed in the
Reclassification Order and the Reconsideration Order, the Court
construes the Motion as a request for reconsideration of the
Court's prior order denying reconsideration and of the original
Reclassification Order.
Judge Lane mentions two rules that are often cited when
reconsideration of a court's prior decision is sought: "Rule 59(e)
and Rule 60(b) of the Federal Rules of Civil Procedure. . . Rule
59(e) is strict, and a motion to amend the judgment will be granted
only if the movant presents matters or controlling decisions which
the court overlooked that might have materially influenced its
earlier decision. . . Rule 60(b) lists six grounds upon which a
court may relieve a party from a final judgment, order or
proceeding: (1) mistake, inadvertence, surprise, excusable neglect;
(2) newly discovered evidence, (3) fraud, misrepresentation or
misconduct by an opposing party; (4) the judgment is void; (5) the
judgment has been satisfied, released, or discharged; and (6) any
other reason that justifies relief."
The Movants' Motion raises neither new matters nor controlling
decisions that the Court overlooked that would have materially
influenced its prior decisions regarding the Claims, as required
under Rule 59(e). Nor have the Movants asserted a mistake,
inadvertence, surprise or excusable neglect as required under Rule
60(b)(1), offered new evidence to satisfy the requirements of Rule
60(b)(2), or provided a legally supportable basis for
reconsideration under Rule 60(b)(3) through 60(b)(6). As such,
Judge Lane finds that the Movants have not met the burden necessary
for reconsideration of either the Reclassification Order or the
Reconsideration Order.
A full-text copy of the Memorandum of Decision and Order dated Nov.
3, 2022, is available at https://tinyurl.com/2p8aa67p from
Leagle.com.
About Sears Holdings Corp.
Sears Holdings Corporation -- http://www.searsholdings.com/--
began as a mail ordering catalog company in 1887 and became the
world's largest retailer in the 1960s. At its peak, Sears was
present in almost every big mall across the U.S., and sold
everything from toys and auto parts to mail-order homes. Sears
claims to be a market leader in the appliance, tool, lawn and
garden, fitness equipment, and automotive repair and maintenance
retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings left it with 687 retail
stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands
as of mid-October 2018. At that time, the Company employed 68,000
individuals.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets against $11.33 billion in total liabilities.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018. The Hon. Robert D. Drain is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.
The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and Houlihan
Lokey Capital, Inc. as investment banker.
The U.S. Trustee for Region 2 on July 9, 2019, appointed five
retirees to serve on the committee representing retirees with life
insurance benefits in the Chapter 11 cases.
* * *
In February 2019, Bankruptcy Judge Robert Drain authorized Sears
Holdings approval to sell the business to majority shareholder and
CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL
Investments, Inc., won an auction to acquire substantially all of
Sears' assets, including the "Go Forward Stores" on a going-concern
basis. The proposal allowed 425 stores to remain open and provided
ongoing employment to 45,000 employees.
The new parent is Transform SR Brands LLC, doing business as
Transformco, referred to as "New Sears". Transform is an American
privately held company formed on Feb. 11, 2019, to acquire some of
the assets of Sears Holdings Corporation. The new company is owned
by Eddie Lampert's ESL Investments.
SENSITIVE HOME: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sensitive Home Inc.
336 Bon Air Center #515
Greenbrae, CA 94904
Business Description: Sensitive Home offers home cleaning products
especially for those with skin, respiratory,
and chemical sensitivities.
Chapter 11 Petition Date: November 10, 2022
Court: United States Bankruptcy Court
District of Delaware
Case No.: 22-11063
Judge: Hon. John T. Dorsey
Debtor's Counsel: Mark M. Billion, Esq.
1073 s. Governors Ave.
Dover, DE 19904
Tel: 302-428-9400
Email: markbillion@billionlaw.com
Total Assets: $317,207
Total Liabilities: $1,333,593
The petition was signed by Stuart Dawson Chrisp as director.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/23EIQBA/Sensitive_Home_Inc__debke-22-11063__0001.0.pdf?mcid=tGE4TAMA
SHILO INN: Case Summary & Nine Unsecured Creditors
--------------------------------------------------
Debtor: Shilo Inn, Portland/205, LLC
11707 NE Airport Way
Portland, OR 97220
Chapter 11 Petition Date: November 9, 2022
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 22-41459
Judge: Hon. Mary Jo Heston
Debtors' Lead
Bankruptcy
Counsel: NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
Debtor's
Local
Bankruptcy
Counsel: Bryan T. Glover, Esq.
STOEL RIVES LLP
600 University Street, Suite 3600
Seattle, WA 98101
Tel: (206) 624-0900
Email: bryan.glover@stoel.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Larry Chank as authorized
representative.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/EZBVHUA/Shilo_Inn_Portland205_LLC__wawbke-22-41459__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Nine Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. City of Portland $72,577
Transient Tax
PO Box 4216
Portland, OR
97208-4216
Tel: (503) 865-2857
2. City of Portland $46,731
PO Box 4216
Portland, OR
97208-4216
Tel: (503) 823-7770
3. City of Portland $6,660
PO Box 4216
Portland, OR
97208-4216
Tel: (503) 823-7770
4. Ecolab $12,041
PO BOX 100512
Pasadena, CA
91189-0512
Tel: (800) 352-5326
5. En Pointe Technologies Sales $752
PO Box 740545
Los Angeles, CA
90074-0545
Tel: (310) 337-5200
6. NW Natural $3,309
PO Box 6017
Portland, OR
97228-6017
Tel: (503) 721-2512
7. Recology Portland $1,169
PO Box 515830
Los Angeles, CA
90051-3130
Tel: (503) 283-2015
8. State of Oregon $2,213
Lodging Tax
PO Box 14110
Oregon Department
of Revenue
Salem, OR
97309-0910
Tel: (503) 945-8120
9. TK Elevator Corporation $4,012
PO Box 3796
Carol Stream, IL
60132-3796
Tel: (503) 255-0079
SITEK PRODUCTIONS: Wins Cash Collateral Access Thru Dec 8
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Sitek Productions, Inc. and Sitek
Logistics, Inc. to use cash collateral on an interim basis pending
a further hearing set for December 8, 2022, at 10:30 a.m.
The Debtor is permitted to use cash collateral in accordance with
the budget, with a 10% variance.
As previously reported by the Troubled Company Reporter, the Small
Business Administration is owed approximately $87,300 based on a
loan made to SPI on July 14, 2020. The SBA may assert a lien on
SPI's accounts receivable.
The Debtors also believe these merchant capital advance lenders may
assert liens on and security interests in the accounts receivable:
Approximate Balance
MCA Lender as of Petition Date
---------- -------------------
Sofia Grey, LLC $167,355
d/b/a eFinancial Tree
QFS Capital, LLC $59,052
Lending Valley, Inc. $41,833
Kalamata Capital Group $100,600
Fox Capital Group, Inc. $58,800
Delta Bridge Funding, LLC $97,576
As adequate protection with respect to the SBA's and the MCA
lenders' interests in the cash collateral, the SBA and the MCA
lenders are granted a replacement lien in and upon all of the
categories and types of collateral in which they held a security
interest and lien as of the Petition Date to the same extent,
validity and priority that they held as of the Petition Date.
The Debtors are directed to maintain insurance coverage for the
collateral in accordance with the obligations under the loan and
security documents.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3G5Mqaa from PacerMonitor.com.
The budget provides for total operating expenses, on a weekly
basis, as follows:
$33,777 for the week ending October 24, 2022;
$46,700 for the week ending October 31, 2022;
$30,000 for the week ending November 7, 2022;
$125,870 for the week ending November 14, 2022; and
$34,111 for the week ending November 21, 2022.
About Sitek Productions, Inc.
Sitek Productions, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03141) on August
31, 2022. In the petition signed by Justin J. Peace, president, the
Debtor disclosed up to $1 million in both assets and liabilities.
Judge Grace E. Robson oversees the case.
Edward J. Peterson, Esq., at Stichter, Riedel, Blain & Postler PA
is the Debtor's counsel.
SMART AND SASSY: Gets Approval to Hire Andrew Berg as Accountant
----------------------------------------------------------------
Smart and Sassy, LLC received approval from the U.S. Bankruptcy
Court for the District of Nebraska to employ Andrew Berg, an
accountant at Berg Advisors.
The Debtor needs an accountant to properly operate and assist with
its plan, disclosure statement and reorganization efforts.
Andrew Berg's hourly rate ranges from $100 - $250. His current
fixed fee for fully wrapped services is $1,000 per month.
Mr. Berg represents no interests adverse to the Debtor or the
estate and the matters upon which he is to be engaged.
The accountant can be reached at:
Andrew Berg, CPA
Berg Advisors
980 Jolly Road, Suite 112
Blue Bell, PA 19422
Telephone: (610) 667-0900
Facsimile: (610) 667-6703
Email: megan@bergpartners.com
About Smart and Sassy
Smart and Sassy LLC, doing business as Smartass and Sass, filed a
petition for relief under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. D. Neb. Case No. 22-40874) on October 6,
2022, with between $1 million and $10 million in both assets and
liabilities. James A. Overcash has been appointed as Subchapter V
trustee.
Judge Thomas L. Saladino oversees the case.
The Debtor tapped John A. Lentz, Esq., at Lentz Law, PC, LLO as
counsel and Andrew Berg, CPA, at Berg Advisors as accountant.
SOUND HOUSING: Court Approves Trustee's Disclosure Statement
------------------------------------------------------------
Judge Marc Barreca has entered an order approving the Chapter 11
Trustee's Second Amended Disclosure Statement for Sound Housing,
LLC, filed on October 10, 2022.
The hearing on confirmation of the Trustee's Plan will be held on
Dec. 15, 2022, at 9:30 AM before the Honorable Marc L. Barreca,
United States Bankruptcy Court, Courtroom 7106, 700 Stewart St.,
Seattle, WA.
Objections to the Plan must be served and filed by no later than
Dec. 8, 2022.
Dec. 8, 2022, is fixed as the last day for filing written
acceptances or rejections of the Plan.
Attorney for Trustee Stuart Heath:
Manish Borde, Esq.
BORDE LAW PLLC
600 Stewart Street, Suite 400
Seattle, WA 98101
Telephone: (206) 531-2722
E-mail: mborde@bordelaw.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.
SPARTAN POOLS: Unsecured Creditors to Split $65K over 3 Years
-------------------------------------------------------------
Spartan Pools, LLC filed with the U.S. Bankruptcy Court for the
District of Nevada a Plan of Reorganization for Small Business
dated November 3, 2022.
The Debtor is a Nevada limited liability company that was formed on
October 21, 2014. Carlos J. Tapia is the Debtor's sole officer,
director, and shareholder. The Debtor operates as a pool builder in
the Las Vegas area, and is licensed by the Nevada State Contractors
Board.
The purpose of the Chapter 11 Case was to preserve and protect the
Debtor's business, and to allow it to continue operating in the
ordinary course, restructure its debts, finish its remaining
projects, continuing serving its customers, and commence payments
to creditors over time. The Debtor fully intends on finishing all
pending jobs in accordance with its existing contracts.
The Debtor's filed bankruptcy schedules, as may be amended from
time to time, list total liabilities as follows: 2 secured
creditors, consisting of lenders in several trucks used in the
operation of the business and totaling approximately $128,945,
approximately $30,000 of priority unsecured claims consisting of
sales commissions payable to 2 parties; and approximately $428,000
in general unsecured claims, but excluding the contingent,
unliquidated claims of Mr. Ansell at issue in the pre-petition
state court litigation.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of a total of $65,359 over
the next 3 years. The final Plan payment is expected to be paid by
January 2026, assuming the Plan is confirmed and goes effective in
January 2023.
This Plan of Reorganization proposes to pay the Debtor's creditors
from cash flow from ongoing and future operations.
Non-priority general unsecured creditors holding Allowed claims
will receive distributions, which the proponent of this Plan has
valued at approximately $0.13 on the dollar (assuming an estimated
$500,000 of allowed general unsecured claims, and a $65,359 total
distribution to that class per the Plan. This Plan also provides
for the payment in full of Allowed administrative and priority
claims.
Class 2 consists of the Secured Claim of BMO Harris Bank. The
holder of the Class 2 Allowed secured claim shall retain its lien
in and to any of its collateral, and monthly payments of $1,428
until any remaining balance is paid in full. Class 2 is unimpaired
and is deemed to accept the Plan.
Class 3 consists of the Secured Claim of Navistar Capital. The
holder of the Class 3 Allowed secured claim shall retain its lien
in and to any of its collateral, and monthly payments of $1,427
until the remaining balance is paid in full. Class 3 is unimpaired
and is deemed to accept the Plan.
Class 4 consists of Other Secured Claims. Each Holder of such an
Allowed Claim, if any, shall receive, on account of, and in full
and complete settlement, release and discharge of and in exchange
for such Allowed secured claim, at the election of the Debtor or
Reorganized Debtor, (a) such treatment in accordance with
Bankruptcy Code § 1124 as may be determined by the Bankruptcy
Court; (b) payment in full, in Cash, of such Allowed secured claim;
(c) satisfaction of any such Allowed secured claim by delivering
the collateral securing any such Claims; or (d) providing such
Holder with such treatment in accordance with § 1190 and 1191 of
the Code as may be determined by the Bankruptcy Court.
Class 5 consists of Non-Priority General Unsecured Creditors. Each
holder of an Allowed general unsecured, non-priority claim shall
receive its pro rata share of the sum of Debtor's disposable income
in the total amount of $65,359.00 over the term of this Plan, or
such greater amount as the Court may require at the confirmation
hearing, which sum shall be paid in equal payments of $5,447.00 per
calendar quarter, which quarterly payments shall be made every
calendar quarter starting with the first quarter after the
Effective Date and on each of April 15th, July 15th, October 15th,
and January 15th, and so on, during the term of the Plan, until
that entire fixed sum of disposable income is distributed in full,
which shall be in full satisfaction of all Allowed general
unsecured claims. Class 5 is impaired.
The Holders of Class 6 Equity Interests shall retain their Equity
Interests, subject to the terms and conditions of this Plan. Class
6 is unimpaired and is deemed to accept the Plan.
This Plan will be funded through cash flow generated from future
operations of the Debtor's business.
A full-text copy of the Plan of Reorganization dated November 3,
2022, is available at https://bit.ly/3hvOgXB from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Zachariah Larson, Esq.
Larson & Zirzow, LLC
850 E. Bonneville Ave.
Las Vegas, NE 89101
Telephone: (702) 382-1170
Facsimile: (702) 382-1169
Email: zlarson@lzlawnv.com
About Spartan Pools
Spartan Pools LLC is a Nevada limited liability company that was
formed on October 21, 2014. The Debtor sought protection from the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13244-nmc) on
Sept. 9, 2022. In the petition signed by Carlos Tapia, manager,
the Debtor disclosed up to $1 million in both assets and
liabilities. Zachariah Larson, Esq., at Larson & Zirzow, LLC, is
the Debtor's counsel.
SPRING MOUNTAIN: Seeks to Hire Greenspoon Marder as Legal Counsel
-----------------------------------------------------------------
Spring Mountain Vineyard Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Greenspoon Marder LLP as general bankruptcy counsel.
Greenspoon Marder will render these services:
(a) prepare bankruptcy schedules and statement of affairs;
(b) comply with U.S. Trustee requirements;
(c) represent the Debtor at initial debtor interview with the
United States Trustee, and at the section 341(a) meeting of
creditors;
(d) negotiate with MGG and address issues relating to MGG's
cash collateral;
(e) examine claims of creditors in order to determine their
validity;
(f) employ necessary professionals to assist the Debtor in
this bankruptcy case;
(g) advise the Debtor in connection with legal issues;
(h) negotiate with creditors holding secured and unsecured
claims;
(i) various "first day" motions designed, among other things,
to facilitate the smooth administration of the Debtor's case and
minimize disruption relating to the commencement of this case;
(j) prepare and present a plan of reorganization and
disclosure statement;
(k) object to claims as may be appropriate;
(l) review, analysis, legal research, and prepare documents,
correspondence, and other communications with regard to the
foregoing matters;
(m) commence and prosecute avoidance actions and other
adversary proceedings;
(n) comply with the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, the Local Bankruptcy Rules, the requirements
and guidelines of the United States Trustee, and any orders of this
court; and
(o) in general, act as counsel on behalf of the Debtor in all
bankruptcy law and related matters which may arise in the course of
this case.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $475 - $750
Paraprofessionals $250
Mark S. Horoupian, Esq. $695
Steven F. Werth, Esq. $610
Steve Burnell, Esq. $475
Karen Files, Paralegal $250
In addition, the firm will seek reimbursement for expenses
incurred.
Greenspoon received a prepetition retainer in the total amount of
$250,000 from the Debtor.
Victor Sahn, Esq., a partner at Greenspoon Marder, 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:
Victor A. Sahn, Esq.
Mark S. Horoupian, Esq.
Steven F. Werth, Esq.
Greenspoon Marder LLP
333 South Grand Ave., Suite 3400
Los Angeles, CA 90071
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
Email: victor.sahn@gmlaw.com
mark.horoupian@gmlaw.com
steven.werth@gmlaw.com
About Spring Mountain Vineyard
Spring Mountain Vineyard Inc. is a privately owned estate comprised
of four vineyards. Spring Mountain Vineyard's beneficial owner is
Jacob Safra, who also owns Encyclopaedia Britannica, Inc., the
company that holds the famed Encyclopedia Britannica and
Merriam-Webster dictionary and thesaurus, with an estimated value
of $450 million to $550 million.
Spring Mountain Vineyard sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10381) on
September 29, 2022. In the petition signed by Constantine S.
Yannias, president, the Debtor disclosed up to $500 million in both
assets and liabilities.
Judge Charles Novack oversees the case.
The Debtor tapped Greenspoon Marder, LLP as bankruptcy counsel;
Cohen Tauber Spievack & Wagner PC, Stanzler Law Group, PC, and
Abbott & Kindermann, Inc. as special counsel; and Allen Wine Group
LLP as an ordinary course professional. Jigsaw Advisors LLC and
Getzler Henrich & Associates LLC are tapped to provide outside
winery operations and management services and interim management
services, respectively.
SPRING MOUNTAIN: Taps Abbott & Kindermann as Real Estate Counsel
----------------------------------------------------------------
Spring Mountain Vineyard Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Abbott & Kindermann, Inc. as special land use, environmental, and
real estate counsel.
Abbott & Kindermann will assist the Debtor with land use and permit
matters as follows:
(1) prepare and submit the conditional use permit (CUP)
application;
(2) work with the Debtor's other professionals to address
issues that will arise if the maximum daily number of customers at
the Miravalle vineyard is increased, including septic and
wastewater issues;
(3) address potential traffic mitigation obligations on Spring
Mountain Road as a result of increased traffic;
(4) prepare the numerous California Environmental Quality Act
(CEQA) analyses that must be submitted to Napa County in connection
with the CUP Application; and
(5) discuss costs for Napa County staff time to process the
application and address CEQA Compliance.
The firm will also assist the Debtor with the access agreement
associated with the City Restoration Plan, including:
(1) negotiate, revise and complete the access agreement; and
(2) work with Debtor's other professionals and the Regulatory
Agencies to address issues with installation and monitoring of
sediment management mitigation measures in York Creek.
The firm further assist the Debtor with the raw water rights
agreement with the City of St. Helena, including:
(1) negotiate, revise, and complete the access agreement; and
(2) work with the Debtor's other professionals and the City of
St. Helena to finalize and obtain City Council approval of a raw
water use agreement with the City of St. Helena.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $200 - $430
Paraprofessionals $100 - $150
Diane Kindermann, Esq. $430
In addition, the firm will seek reimbursement for expenses
incurred.
Abbott Kindermann holds a retainer of $2,506.29 as of the petition
date.
Diane Kindermann, Esq., a shareholder at Abbott & Kindermann,
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:
Diane G. Kindermann
Abbott & Kindermann, Inc.
2100 21st Street
Sacramento, CA 95818
Telephone: (916) 456-9595
Facsimile: (916) 456-9599
About Spring Mountain Vineyard
Spring Mountain Vineyard Inc. is a privately owned estate comprised
of four vineyards. Spring Mountain Vineyard's beneficial owner is
Jacob Safra, who also owns Encyclopaedia Britannica, Inc., the
company that holds the famed Encyclopedia Britannica and
Merriam-Webster dictionary and thesaurus, with an estimated value
of $450 million to $550 million.
Spring Mountain Vineyard sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10381) on
September 29, 2022. In the petition signed by Constantine S.
Yannias, president, the Debtor disclosed up to $500 million in both
assets and liabilities.
Judge Charles Novack oversees the case.
The Debtor tapped Greenspoon Marder, LLP as bankruptcy counsel;
Cohen Tauber Spievack & Wagner PC, Stanzler Law Group, PC, and
Abbott & Kindermann, Inc. as special counsel; and Allen Wine Group
LLP as an ordinary course professional. Jigsaw Advisors LLC and
Getzler Henrich & Associates LLC are tapped to provide outside
winery operations and management services and interim management
services, respectively.
SPRING MOUNTAIN: Taps Allen Wine as Ordinary Course Professional
----------------------------------------------------------------
Spring Mountain Vineyard Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Allen Wine Group LLP as an ordinary course professional.
Allen Wine Group will provide these services:
(a) reconciliation of bank accounts;
(b) reporting disbursements;
(c) financial data gathering;
(d) assistance with analyzing financial statements;
(e) analyzing standard costing procedures;
(f) making journal entries; and
(g) providing general bookkeeping services.
Allen Wine Group was paid a post-petition advance of $25,000 from
non-Debtor funds.
The firm's hourly rates range from $95 for staff accountants to
$345 for its managing director, Timothy Allen.
Timothy Allen, managing partner at Allen Wine Group, 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:
Timothy Allen
Allen Wine Group LLP
120 Stony Point Road, Suite 230
Santa Rosa, CA 95401
Telephone: (707) 528-3860
Facsimile: (707) 286-5521
About Spring Mountain Vineyard
Spring Mountain Vineyard Inc. is a privately owned estate comprised
of four vineyards. Spring Mountain Vineyard's beneficial owner is
Jacob Safra, who also owns Encyclopaedia Britannica, Inc., the
company that holds the famed Encyclopedia Britannica and
Merriam-Webster dictionary and thesaurus, with an estimated value
of $450 million to $550 million.
Spring Mountain Vineyard sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10381) on
September 29, 2022. In the petition signed by Constantine S.
Yannias, president, the Debtor disclosed up to $500 million in both
assets and liabilities.
Judge Charles Novack oversees the case.
The Debtor tapped Greenspoon Marder, LLP as bankruptcy counsel;
Cohen Tauber Spievack & Wagner PC, Stanzler Law Group, PC, and
Abbott & Kindermann, Inc. as special counsel; and Allen Wine Group
LLP as an ordinary course professional. Jigsaw Advisors LLC and
Getzler Henrich & Associates LLC are tapped to provide outside
winery operations and management services and interim management
services, respectively.
SPRING MOUNTAIN: Taps Cohen Tauber Spievack & Wagner as Counsel
---------------------------------------------------------------
Spring Mountain Vineyard Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Cohen Tauber Spievack & Wagner PC as its insurance litigation
counsel.
The Debtor needs a special counsel to provide legal representation
in connection to two insurance claims lawsuits: Spring Mountain
Vineyards, Inc. v. Landmark American Ins. Co., Case No. 22CV000270,
in Napa County, California Superior Court; and Mt. Hawley Ins. Co.
v. Spring Mountain Vineyards, Inc., Case No. 1:22-cv-03191-GHW, in
the Southern District of New York.
The firm will bill at hourly rates ranging from $475 to $730 for
attorneys and $200 for paraprofessionals.
Jay Spievack, Esq., a partner at Cohen Tauber Spievack & Wagner,
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:
Jay Spievack, Esq.
Cohen Tauber Spievack & Wagner PC
The Graybar Building
420 Lexington Ave., Suite 2400
New York, NY 10170
Telephone: (212) 586-5800
Facsimile: (212) 586-5095
Email: jspievack@ctswlaw.com
About Spring Mountain Vineyard
Spring Mountain Vineyard Inc. is a privately owned estate comprised
of four vineyards. Spring Mountain Vineyard's beneficial owner is
Jacob Safra, who also owns Encyclopaedia Britannica, Inc., the
company that holds the famed Encyclopedia Britannica and
Merriam-Webster dictionary and thesaurus, with an estimated value
of $450 million to $550 million.
Spring Mountain Vineyard sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10381) on
September 29, 2022. In the petition signed by Constantine S.
Yannias, president, the Debtor disclosed up to $500 million in both
assets and liabilities.
Judge Charles Novack oversees the case.
The Debtor tapped Greenspoon Marder, LLP as bankruptcy counsel;
Cohen Tauber Spievack & Wagner PC, Stanzler Law Group, PC, and
Abbott & Kindermann, Inc. as special counsel; and Allen Wine Group
LLP as an ordinary course professional. Jigsaw Advisors LLC and
Getzler Henrich & Associates LLC are tapped to provide outside
winery operations and management services and interim management
services, respectively.
SPRING MOUNTAIN: Taps Getzler Henrich to Provide CRO & Services
---------------------------------------------------------------
Spring Mountain Vineyard Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Getzler Henrich & Associates LLC to provide interim management
services, designate Kevin Krakora as chief restructuring officer
(CRO), and provide additional personnel for related financial and
operational support services.
Getzler Henrich will render these financial and operational support
services:
(a) develop an initial assessment of the current situation;
(b) assist with completing current financial reporting and
relevant analyses;
(c) assist with updated financial forecasts and projections,
including 13-week cash flow forecasting, if requested;
(d) identify areas for improvement in the financial and
accounting organization;
(e) in the normal course of the firm's work and analysis,
identify potential areas for future discussion and analysis, as
appropriate; and
(f) prepare initial report for the Debtor regarding
preliminary findings, observations, and a plan-forward.
The firm will also render these CRO services:
(a) provide Krakora to serve as CRO, appointed by the Debtor's
board of directors and reporting directly to the board of
directors;
(b) manage and oversee the Debtor's overall resources and
operations;
(c) develop, evaluate, and make recommendations in connection
with business plans, restructuring options and strategic
alternatives;
(d) communicate with the board of directors regarding
financial performance and strategic initiatives;
(e) communicate directly with the Debtor's lender regarding
financial and operational issues;
(f) identify all licenses held by the Debtor and take steps to
preserve same; and
(g) require the Debtor and its personnel to provide full and
unfettered access to the books and records of the Debtor and all of
the Debtor's personnel.
On July 5, 2022, the firm charged the Debtor a fixed fee of $25,000
per week for four months or until earlier termination in
accordance with the provisions of the agreement.
The hourly rates of the firm's professionals are as follows:
Principal/Managing Director $595 - $725
Director/Specialists $475 - $695
Associate Professionals $175 - $475
Kevin Krakora $650
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the Petition Date, the firm received a $50,000 retainer
from the Debtor.
Kevin Krakora, a managing director at Getzler Henrich & Associates,
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:
Kevin Krakora
Getzler Henrich & Associates LLC
295 Madison Avenue, 20th Fl.
New York, NY 10017
Telephone: (212) 697-2400
Facsimile: (212) 697-4812
About Spring Mountain Vineyard
Spring Mountain Vineyard Inc. is a privately owned estate comprised
of four vineyards. Spring Mountain Vineyard's beneficial owner is
Jacob Safra, who also owns Encyclopaedia Britannica, Inc., the
company that holds the famed Encyclopedia Britannica and
Merriam-Webster dictionary and thesaurus, with an estimated value
of $450 million to $550 million.
Spring Mountain Vineyard sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10381) on
September 29, 2022. In the petition signed by Constantine S.
Yannias, president, the Debtor disclosed up to $500 million in both
assets and liabilities.
Judge Charles Novack oversees the case.
The Debtor tapped Greenspoon Marder, LLP as bankruptcy counsel;
Cohen Tauber Spievack & Wagner PC, Stanzler Law Group, PC, and
Abbott & Kindermann, Inc. as special counsel; and Allen Wine Group
LLP as an ordinary course professional. Jigsaw Advisors LLC and
Getzler Henrich & Associates LLC are tapped to provide outside
winery operations and management services and interim management
services, respectively.
SPRING MOUNTAIN: Taps Jigsaw to Provide Winery Management Services
------------------------------------------------------------------
Spring Mountain Vineyard Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Jigsaw Advisors LLC to provide outside winery operations and
management services.
Jigsaw will render these services:
(a) oversee and manage the day-to-day operations of the winery
and vineyards; and
(b) manage the accounting and back-office teams and assist the
chief restructuring officer (CRO) team with financial reporting and
analyses necessary to support the restructuring and Chapter 11
process.
The hourly rates of the firm's professionals are as follows:
Partners/Managing Directors $495 - $575
Directors $275 - $375
Associates $150 - $225
In addition, the firm will seek reimbursement for expenses
incurred.
William Brinkman, a partner at Jigsaw Advisors, 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:
William R. Brinkman
Jigsaw Advisors LLC
3581 Mt. Diablo Blvd., Suite 215
Lafayette, CA 94549
Telephone: (415) 218-3439
Email: bill.brinkman@jigsawadvisors.com
About Spring Mountain Vineyard
Spring Mountain Vineyard Inc. is a privately owned estate comprised
of four vineyards. Spring Mountain Vineyard's beneficial owner is
Jacob Safra, who also owns Encyclopaedia Britannica, Inc., the
company that holds the famed Encyclopedia Britannica and
Merriam-Webster dictionary and thesaurus, with an estimated value
of $450 million to $550 million.
Spring Mountain Vineyard sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10381) on
September 29, 2022. In the petition signed by Constantine S.
Yannias, president, the Debtor disclosed up to $500 million in both
assets and liabilities.
Judge Charles Novack oversees the case.
The Debtor tapped Greenspoon Marder, LLP as bankruptcy counsel;
Cohen Tauber Spievack & Wagner PC, Stanzler Law Group, PC, and
Abbott & Kindermann, Inc. as special counsel; and Allen Wine Group
LLP as an ordinary course professional. Jigsaw Advisors LLC and
Getzler Henrich & Associates LLC are tapped to provide outside
winery operations and management services and interim management
services, respectively.
SPRING MOUNTAIN: Taps Stanzler Law Group as Litigation Counsel
--------------------------------------------------------------
Spring Mountain Vineyard Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Stanzler Law Group, PC as insurance litigation local counsel.
Stanzler Law Group will assist the Debtor's special counsel, Cohen
Tauber Spievack & Wagner PC, to represent the Debtor in the
insurance claims lawsuit styled Spring Mountain Vineyards, Inc. v.
Landmark American Ins. Co., Case No. 22CV000270, in Napa County,
California Superior Court.
The hourly rates of the firm's counsel and staff are as follows:
Jordan Stanzler $475
Sharran Rodd $130
Jordan Stanzler, Esq., a partner at Stanzler Law Group, 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:
Jordan S. Stanzler, Esq.
Stanzler Law Group PC
390 Bridge Parkway, Suite 220
Redwood City, CA 94065
Telephone: (650) 739-0200
Email: jstanzler@stanzlerlawgroup.com
About Spring Mountain Vineyard
Spring Mountain Vineyard Inc. is a privately owned estate comprised
of four vineyards. Spring Mountain Vineyard's beneficial owner is
Jacob Safra, who also owns Encyclopaedia Britannica, Inc., the
company that holds the famed Encyclopedia Britannica and
Merriam-Webster dictionary and thesaurus, with an estimated value
of $450 million to $550 million.
Spring Mountain Vineyard sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10381) on
September 29, 2022. In the petition signed by Constantine S.
Yannias, president, the Debtor disclosed up to $500 million in both
assets and liabilities.
Judge Charles Novack oversees the case.
The Debtor tapped Greenspoon Marder, LLP as bankruptcy counsel;
Cohen Tauber Spievack & Wagner PC, Stanzler Law Group, PC, and
Abbott & Kindermann, Inc. as special counsel; and Allen Wine Group
LLP as an ordinary course professional. Jigsaw Advisors LLC and
Getzler Henrich & Associates LLC are tapped to provide outside
winery operations and management services and interim management
services, respectively.
ST. THERESE HEALTHCARE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: St. Therese Healthcare, Inc.
D/B/A Alliance Home Healthcare Services
3680 Grant Drive, Ste. B
Reno, NV 89509
Chapter 11 Petition Date: November 9, 2022
Court: United States Bankruptcy Court
District of Nevada
Case No.: 22-50597
Debtor's Counsel: William D. Cope, Esq.
WILLIAM D. COPE, ESQ.
545 Mogul Mountain Drive
Reno, NV 89523
Tel: (775) 333-0838
Fax: (775) 786-3066
E-mail: william@copebklaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Monette Wilday as president.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6CDPOHY/ST_THERESE_HEALTHCARE_INC_DBA__nvbke-22-50597__0001.0.pdf?mcid=tGE4TAMA
STONEMOR INC: Completes Merger With Axar Subsidiary
---------------------------------------------------
StoneMor Inc. announced the completion of the merger contemplated
by the previously announced Agreement and Plan of Merger, dated as
of May 24, 2022, by and among the Company, Axar Cemetery Parent
Corp., a Delaware corporation and an indirect wholly-owned
subsidiary of Axar Capital Management, LP, and Axar Cemetery Merger
Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), pursuant to which Merger Sub was merged with
and into the Company, with the Company surviving the Merger as the
surviving corporation and becoming a wholly-owned subsidiary of
Parent.
At a special meeting of the Company's stockholders held on Nov. 1,
2022, the proposal to adopt the Merger Agreement was approved by
(i) holders of a majority of the issued and outstanding shares of
the Company's common stock at the close of business on Sept. 15,
2022 and (b) holders of a majority of the issued and outstanding
shares of the Company's common stock on the Record Date other than
(i) shares of common stock held by Parent and its wholly-owned
subsidiaries or beneficially owned by any affiliate of Parent and
(ii) shares of common stock held by members of the Company's Board
of Directors, the officers of the Company (as defined by Rule
16-1(f) under the Securities Exchange Act of 1934, as amended) and
any immediate family members of a Board member or officer.
The Merger became effective at 4:05 p.m. EDT on Nov. 3, 2022. No
stockholder validly demanded appraisal of such stockholder's shares
pursuant to Section 262 of the Delaware General Corporation Law.
At the Effective Time, each outstanding share of common stock,
other than (i) Axar Shares and (ii) shares of common stock held by
the Company was cancelled and converted into the right to receive
$3.50 in cash per share, without interest. As a result of the
Merger, the Company became an indirect wholly-owned subsidiary of
Axar. The Company's common stock was delisted from and, as of
prior to the opening of trading on Nov. 4, 2022, no longer trades
on, the New York Stock Exchange. The Company intends to file with
the Securities and Exchange Commission a notice on Form 15 of
termination of registration of the Common Stock, and suspension of
the Company's reporting obligations, under the Exchange Act.
At the Effective Time, each holder of outstanding shares of Common
Stock, other than the Axar Shares and the Treasury Shares, ceased
to have any rights as a stockholder of the Company other than the
right to receive the Merger Consideration. Stockholders will
receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the Merger
Consideration. Stockholders should wait to receive the letter of
transmittal before surrendering their share certificates.
Stockholders of the Company that hold shares in street name will
receive the Merger Consideration in their brokerage or similar
accounts.
In connection with the consummation of the Merger, effective as of
the Effective Time, Andrew Axelrod, Spencer E. Goldenberg, David
Miller and Joseph M. Redling were appointed by Parent to serve as
directors of the Surviving Corporation. Accordingly, at the
Effective Time, Stephen J. Negrotti, Kevin D. Patrick and Patricia
D. Wellenbach ceased to be directors of the Company.
In addition, the Company's executive officers as of the Effective
Time became the initial executive officers of the Surviving
Corporation, except that Lilly Donohue was appointed by Parent to
succeed Joseph M. Redling as president and chief executive officer
of the Surviving Corporation.
Ms. Donohue, age 50, served as chief executive officer of Holiday
Retirement, an independent senior living owner and operator, from
2016 to 2022. She also currently serves as a member of the Board
of Directors of Synthesis Health Inc., a radiology software company
focused on superior patient and practice outcomes, the Dean's
Advisory Board of Boston University's Questrom School of Business,
and the Senior Living Management Advisory Board of University of
Central Florida's Rosen College of Hospitality Management.
Previously, Ms. Donohue served for over 18 years in various roles
at Fortress Investment Group, a leading investment firm, including
as president of Fortress Investment Group China, and before that as
managing director and member of the Management Committee. Ms.
Donohue holds a B.S. in Business Administration from Boston
University.
About StoneMor Inc.
StoneMor Inc. (http://www.stonemor.com),headquartered in Bensalem,
Pennsylvania, is an owner and operator of cemeteries and funeral
homes in the United States, with 304 cemeteries and 72 funeral
homes in 24 states and Puerto Rico. StoneMor's cemetery products
and services, which are sold on both a pre-need (before death) and
at-need (at death) basis, include: burial lots, lawn and mausoleum
crypts, burial vaults, caskets, memorials, and all services which
provide for the installation of this merchandise.
StoneMor reported a net loss of $55.28 million for the year ended
Dec. 31, 2021, a net loss of $8.36 million for the year ended Dec.
31, 2020, and a net loss of $151.94 million for the year ended Dec.
31, 2019. As of June 30, 2022, the Company had $1.80 billion in
total assets, $1.97 billion in total liabilities, and a total
stockholders' deficit of $174.67 million.
STORED SOLAR: Bid to Use Cash Collateral Denied
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Maine denied the
motion for authority to use cash collateral filed by Stored Solar
Enterprises, Series LLC based on the findings and conclusions made
on the record during the hearing on November 4, 2022.
Hartree Partners, LP, the Debtor's lender, requested conversion of
the case to a liquidation under Chapter 7 of the Bankruptcy Code.
"This continues a longstanding pattern, which began before the
petition date, of the Debtor trying to weaponize the chapter 11
process for the benefit of its equity owner and to the detriment of
creditors -- conduct that flies in the face of basic bankruptcy
principles. Given this ongoing gross mismanagement and abuse of the
process, substantial value and time have been irrevocably lost, and
Hartree is simply not in a position to extend further financing.
Hartree is left with no choice but to move to convert the case so
that the estate can be liquidated in an orderly fashion under
chapter 7, outside of the control of Stored Solar and its
bankruptcy counsel," the lender argued.
Hartree and the official committee of unsecured creditors
subsequently agreed to the appointment of a Chapter 11 trustee to
oversee the Debtor's affairs. Anthony J. Manhart has been named as
Chapter 11 trustee.
As previously reported by the Troubled Company Reporter, the Debtor
sought authority to use cash collateral to operate its electric
generating plants. The Debtor's predecessors borrowed funds from
Hartree and executed promissory notes, security agreements,
mortgages, and guarantees in favor of Hartree. Under the Loan
Documents, Hartree has a first priority lien, mortgage and security
interest in all operating assets of the Debtor, including its
generating machinery and equipment, its biomass fuel inventory, its
accounts receivable, its RECs, and its contracts with or issued by
ISO-NE.
In addition, the Debtor has borrowed $900,000 from Hartree, of
which $450,000 was utilized to pay a loan fee to Hartree, pursuant
to the Interim DIP Order. Hartree claims a first priority security
interest in the Debtor's cash collateral.
The Debtor also disclosed that other creditors may claim an
interest in certain assets of the Debtor, but not its accounts or
proceeds thereof:
-- Coastal Enterprises, Inc., the debt to which is secured by
the Debtor's equipment; and
-- the United States Small Business Administration, the debt
to which is secured by certain personal property of Stored Solar.
Except with respect to Hartree, the Debtor has not conceded the
validity, perfection, allowability or value of any Secured
Creditor's claims.
The Debtor is a series limited liability company organized pursuant
to the Delaware Limited Liability Company Act, Title 6, Chapter 18
of the Delaware Code. Its principal place of business is West
Enfield, Maine. As a series limited liability company, it is
comprised of eight separate series.
Series One comprises the general executive and administrative
operations of the combined enterprise. It employs all personnel who
work for Stored Solar and maintains the executive and
administrative offices in West Enfield, Maine for all of the
operating entities, that is, each operating Series, of the Debtor.
It maintains separate books and records of account for all Series
of the Debtor, collecting all accounts receivable for each Series,
and disbursing collected funds to or for the account of each of the
Series so that each may satisfy its payables.
Each of the remaining seven Series, Series Two through Eight, is
comprised of a single operating Plant. Presently, the Plants are
capable of producing substantial amounts of electric power; helping
to satisfy the electricity needs of millions of New England homes
and businesses without resorting to the use of fossil fuels.
About Stored Solar Enterprises, Series LLC
Stored Solar Enterprises, Series LLC owns and operate seven
biomass-fueled, renewable energy generating facilities located in
Maine, Massachusetts and New Hampshire. The Plants produce electric
energy which is transmitted into, and earns payments from, the ISO
New England power grid. Stored Solar has 87 employees.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Maine Case No. 22-10191) on September
14, 2022. In the petition signed by William Harrington, manager,
the Debtor disclosed up to $100 million in assets and up to $50
million in liabilities.
Judge Michael A. Fagone oversees the case.
George J. Marcus, Esq., at Marcus Clegg, is the Debtor's counsel.
Counsel to Hartree Partners, LP:
James S. LaMontagne, Esq.
SHEEHAN PHINNEY BASS & GREEN PA
1000 Elm Street, 17th Floor
Manchester, NH 03101
Telephone: 603-627-8102
Facsimile: 603-641-2385
Email: jlamontagne@sheehan.com
- and -
Evan R. Fleck, Esq.
Michael Price, Esq.
Alexander B. Lees, Esq.
MILBANK LLP
55 Hudson Yards
New York, NY 10001
Telephone: 212-530-5000
Facsimile: 212-530-5219
Email: efleck@milbank.com
mprice@milbank.com
alees@milbank.com
STORED SOLAR: Committee Hires Drummond Woodsum as Counsel
---------------------------------------------------------
The official committee of unsecured creditors of Stored Solar
Enterprises Series LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maine to employ Drummond Woodsum as
counsel.
The firm's services include:
(a) advising the Committee on motions, borrowing, proposed
sales, chapter 11 plans, and other matters filed in the Debtor’s
chapter 11 case and any related adversary proceedings;
(b) representing the Committee at all hearings in the case;
(c) negotiating with the Debtor, its lender(s), and other
constituencies on behalf of the Committee in the case; and
(d) serving as legal counsel and secretary pro tem at all
Committee meetings.
The firm will be paid at the rate of $350 to $450 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeremy R. Fischer, an attorney at Drummond Woodsum, assures the
court that the firm does not hold or represent any interest adverse
to the committee, the Debtor, or the Debtor's estate; and is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jeremy R. Fischer, Esq.
Drummond Woodsum
84 Marginal Way #600
Portland, ME 04101
Tel: (207) 772-1941
About Stored Solar Enterprises Series
Stored Solar Enterprises, Series LLC owns and operate seven
biomass-fueled, renewable energy generating facilities located in
Maine, Massachusetts, and New Hampshire. The plants produce
electric energy, which is transmitted into, and earns payments
from, the ISO New England power grid. Stored Solar has 87
employees.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Me. Case No. 22-10191) on Sept. 14,
2022. In the petition signed by its manager, William Harrington,
the Debtor disclosed up to $100 million in assets and up to $50
million in liabilities.
Judge Michael A. Fagone oversees the case.
The Debtor tapped George J. Marcus, Esq., at Marcus Clegg as its
legal counsel and Spinglass Management Group, LLC as its
restructuring advisor.
STORED SOLAR: Court Okays Appointment of Chapter 11 Trustee
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine approved the
appointment of Anthony Manhart, Esq., of Preti Flaherty LLP, as
Chapter 11 trustee for Stored Solar Enterprises, Series, LLC.
The appointment follows the court's Nov. 4 approval of a
stipulation between the official unsecured creditors' committee and
Stored Solar's secured lender, Hartree Partners, LP, which granted,
in part, the committee's motion to give control of the company's
estate to a bankruptcy trustee.
Last week, the creditors' committee sought the appointment of a
bankruptcy trustee after Stored Solar abandoned a deal that would
have resulted in "meaningful" recovery for unsecured creditors and
slowed the incurrence of fees in the company's bankruptcy case.
Stored Solar is currently pursuing new financing through another
lender, Legalist Inc., which is not expected to close until
mid-December. In its pursuit of new financing, the company
defaulted on its obligations under its loan agreement with Hartree
and was no longer allowed to use cash collateral.
"Although the new proposed financing purports to pay Hartree in
full, it comes with substantial fees and no protections for [Stored
Solar's] unsecured creditors," said the committee's attorney,
Jeremy Fischer, Esq., at Drummond Woodsum.
"[Stored Solar's] backtracking has all but ensured the failure of
the business and significant harm to unsecured creditors. The
bankruptcy case has become untenable in its current state, and
appointment of a Chapter 11 trustee, who can execute the negotiated
deal, is the only viable path forward," Mr. Fischer said.
About Stored Solar Enterprises
Stored Solar Enterprises, Series LLC owns and operate seven
biomass-fueled, renewable energy generating facilities located in
Maine, Massachusetts, and New Hampshire. The plants produce
electric energy, which is transmitted into, and earns payments
from, the ISO New England power grid. Stored Solar has 87
employees.
Stored Solar sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Me. Case No. 22-10191) on Sept. 14,
2022. In the petition signed by its manager, William Harrington,
the Debtor disclosed $50 million to $100 million in assets and $10
million to $50 million in liabilities.
Judge Michael A. Fagone oversees the case.
The Debtor tapped George J. Marcus, Esq., at Marcus Clegg as its
legal counsel and Spinglass Management Group, LLC as its
restructuring advisor.
TEXSTAR COUNTRY STORE: Seeks Cash Collateral Access
---------------------------------------------------
Texstar Country Store, LLC asks the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, for authority to use
cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to, among other
things, continue the operation of the business in an orderly
manner, maintain business relationships with vendors, suppliers and
customers, pay employees and satisfy other working capital and
operation needs.
Mulligan Funding LLC asserts it is secured by a lien on and
security interest in substantially all of the Debtor's Equipment,
Accounts and Inventory.
As adequate protection, the Secured Lender will be granted
replacement security liens on and replacement liens on all of the
Debtor's Equipment, Inventory and Accounts.
The Replacement Liens are exclusive of any avoidance actions
available to the Debtor's bankruptcy estate.
Further, the Replacement Liens will be equal to the aggregate
diminution in value of the respective Collateral, if any, that
occurs from and after the Petition Date. The Replacement Liens will
be of the same validity and priority as the liens of Secured Lender
on the respective prepetition Collateral.
The Replacements Liens will be subject and subordinate to: (a)
professional fees and expenses of the attorneys, financial advisors
and other professionals retained by any creditors committee if and
when one is appointed; and (b) any and all fees payable to the
United States Trustee pursuant to 28 U.S.C. section 1930(a)(6), the
Subchapter V Trustee, and the Clerk of the Bankruptcy Court.
A copy of the Debtor's motion and budget is available at
https://bit.ly/3G4nEqI from PacerMonitor.com.
The Debtor projects $90,808 in total income and $22,746 in total
expenses.
About Texstar Country Store, LLC
Texstar Country Store, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-32114) on
November 8, 2022. In the petition signed by Jan Dombach, managing
member, the Debtor disclosed up to $500,000 in both assets and
liabilities.
Robert T. DeMarco, Esq., at DeMarco Mitchell, PLLC, is the Debtor's
legal counsel.
TRANSPORTATION DEMAND: Reaches Agreement with Gillis & Parkview
---------------------------------------------------------------
Transportation Demand Management, LLC ("TDM") and Transportation
Demand Management Holdings, LLC, submitted a Second Amended
Combined Disclosure Statement and Chapter 11 Plan of Reorganization
dated November 3, 2022.
This Plan is a reorganizing plan. If confirmed, the Plan will bind
all Creditors provided for in the Plan, whether or not they file a
proof of Claim, accept the Plan, object to confirmation, or have
their Claims allowed.
Parkview and the Debtors agreed and had an order entered that the
plans be due on October 6, 2022. Parkview and the Debtors have
reached an agreement and pursuant thereto, the Debtors are filing a
single plan that reflects such agreement.
The Debtors have also reached agreement with its preferred equity
holders Gillis and Parkview. This agreement will resolve and avoid
protracted and expensive litigation and chart a path for
Reorganized TDM going forward.
Class 1 consists of the Secured Claim 1st Security Bank, ("FSB").
[Secured pursuant to (i) a first position UCC-1 filing against
Reorganized TDM with respect to all of the assets that FSB had a
lien on prior to the Petition Date, (ii) liens against certain
vehicles in the Debtor's fleet, and (iii) replacement liens granted
as a condition to the use of FSB's cash collateral.] The FSB Claim
in the amount of $3,921,881.34 shall be paid in full at the rate of
4.1% in the first 5 years of Plan in equal monthly installments.
The Reorganized TDM shall execute loan modification documents in a
form acceptable to FSB as soon as is practicable ("Restated Loan
Documents").
Class 4A consists of General Unsecured Claims. All unsecured
creditors with an allowed unsecured claim less than $10,000.00
shall be paid in full on the Effective Date. Pursuant to an
agreement with the Debtors, Caine & Weiner has agreed to accept
$5,000 in full satisfaction for its claim in the amount of $17,980.
Accordingly, its claim will be classified in Class 4A. Class 4A is
unimpaired under the Plan.
Class 4D consists of the General Unsecured Claim of Michael Gibson.
Gibson shall receive an allowed unsecured claim in the amount of
$272,955.00 to be paid in equal monthly installments commencing on
the Effective Date and continuing until the end of the Plan Term.
In connection with this treatment, Gibson shall consent to (i) the
cancellation and termination of Gibson's and/or CVG's Interests in
the Debtors and (ii) the amendments to each of the Debtors'
corporate governance documents contemplated under the Plan. For the
avoidance of doubt, neither CVG or Gibson will retain any equity
interests in the Debtors or have any role in Reorganized TDM. Class
4D is impaired under the Plan.
Class 4E consists of the General Unsecured Claim of Gladys Gillis.
Gillis's allowed unsecured claim shall be settled pursuant to the
terms of this Plan in further consideration for the distribution of
membership interests in Reorganized TDM. For the avoidance of
doubt, Gillis will not receive payment on her unsecured claim.
Class 4E is impaired under the Plan.
Class 5 consists of Class A Preferred Units. The Class A Preferred
Units of TDMH shall be cancelled in exchange for membership
interests in Reorganized TDM. Parkview shall be distributed 62.5%
of the membership interests of Reorganized TDM. Gillis shall be
distributed 27.5% of the membership interest of Reorganized TDM.
Pritchett shall be distributed 10% of the membership interests of
Reorganized TDM. Class 5 is impaired under the Plan.
Class 6 consists of Class A Common Units. Upon the Effective Date,
all Class A Common Units shall be cancelled and holders of Class A
Common Units shall receive no property or distribution under the
Plan. Class 6 is impaired under the Plan.
Class 7 consists of Class B Common Units. Upon the Effective Date,
all Class B Common Units shall be cancelled and holders of Class B
Common Units shall receive no property or distribution under the
Plan. Class 7 is impaired under the Plan.
Upon the Effective date and as reflected in the amended and
restated TDM LLC Agreement contained in the Plan Supplement, the
composition of Reorganized TDM's Board shall be as follows: (i)
Gillis; (ii) Jacob Walthour, Jr.; (iii) Brad Southern; (iv) Rebecca
Pritchett; and (v) the Neutral Director, which will be disclosed in
the Plan Supplement.
On the Effective Date, TDMH shall merge and be substantively
consolidated into TDM for all purposes. The surviving entity will
be the post-Effective Date Reorganized TDM. All of the Debtors'
property, including all claims, rights and causes of action and any
property acquired by any of the Debtors shall vest in Reorganized
TDM free and clear of all Claims, liens, charges, other
encumbrances and Interests except liens, charges and other
encumbrances which any of the Debtors are required to grant or
continue pursuant to this Plan.
All distributions to creditors under the Plan will be funded as
follows by the current operations of the Debtors and available cash
on hand. The Debtors' budget makes clear that they have or will
have sufficient funds to make all required payments under the
Plan.
A full-text copy of the Second Amended Combined Disclosure
Statement and Plan dated November 3, 2022, is available at
https://bit.ly/3DWp1VI from PacerMonitor.com at no charge.
Attorney for Debtors:
Nathan T. Riordan, Esq.
Wenokur Riordan PLLC
600 Stewart St #1300
Seattle, WA 98101
Phone: +1 206-724-0846
About Transportation Demand Management
Transportation Demand Management, LLC is a motorcoach and minibus
operator in the Pacific Northwest with a fleet of over 90
motorcoaches and mini buses of varying size generating more than
$15M in annual sales.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-10482-MLB) on March
26, 2022. In the petition signed by Gladys Gillis, chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Marc Barreca oversees the case.
Nathan T. Riordan, Esq., at Wenokur Riordan PLLC is the Debtor's
counsel.
TREES CORP: To Acquire Assets of GMC for $2.7M Cash
---------------------------------------------------
TREES Corporation and its newly-formed subsidiary have entered into
an Asset Purchase Agreement with GMC, LLC and certain equity
holders of GMC, pursuant to which the Company agreed to purchase
substantially all of the assets of GMC, including two cannabis
licenses held by GMC, certain inventory, contracts and other
related assets.
As disclosed in a Form 8-K filed with the Securities and Exchange
Commission, the purchase price in connection with the GMC
Acquisition consists of cash equal to $1,200,000 payable at
closing; 4,494,382 shares of common stock of the Company, issuable
to the GMC members upon closing; and an amount equal to $83,333.33
per month, commencing on the 12-month anniversary of the closing,
and continuing each month thereafter for a total of 18 months, for
a total additional consideration of $1,500,000.
The GMC Acquisition is subject to certain conditions, including
regulatory approval of the Colorado Marijuana Enforcement
Division.
About Trees Corp
Headquartered in Denver, Colorado, Trees Corporation (formerly
known as General Cannabis Corp) -- provides services and products
to the regulated cannabis industry. The Company is a trusted
partner to the cultivation, production and retail sides of the
cannabis business.
General Cannabis reported a net loss of $8.87 million for the year
ended Dec. 31, 2021, compared to a net loss of $7.68 million for
the year ended Dec. 31, 2020. As of June 30, 2022, the Company had
$22.99 million in total assets, $12.58 million in total
liabilities, and $10.41 million in total stockholders' equity.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 25, 2022, citing that the Company has suffered
recurring losses from operations and has negative working capital
that raise substantial doubt about its ability to continue as a
going concern.
TROIKA MEDIA: Blue Torch Extends Limited Waiver Period
------------------------------------------------------
Blue Torch Finance LLC and Troika Media Group, Inc. have entered
into a further limited waiver of all events of default that are
continuing under the Financing Agreement dated March 21, 2022, by
and among the Company, the lenders, and Blue Torch, as collateral
agent and administrative agent for the Lenders. The Limited Waiver
is set to expire on Nov. 11, 2022.
As disclosed in a Form 8-K filed with the Securities and Exchange
Commission, the Limited Waiver concerns events of default that
relate to the Company's failure to satisfy certain financial and
non-financial covenants under the Financing Agreement. The Company
is currently engaged in good faith negotiations with Blue Torch, as
agent for the Lenders, to amend the Financing Agreement and cure
the events of default, although the Company cannot give assurance
that it will be successful in doing so. If the Company is
unsuccessful in renegotiating the Financing Agreement and curing
the continuing events of default by the expiration of the Waiver
Period, the Company intends to seek further Limited Waivers with
Blue Torch, although the Company cannot give assurance that Blue
Torch would be willing to grant additional waivers.
About Troika
Troika Media Group, Inc. (fka M2 nGage Group, Inc.) --
www.thetmgrp.com -- is a professional services company that
architects and builds enterprise value in consumer facing brands to
generate scalable performance driven revenue growth. The Company
delivers three solutions pillars that: CREATE brands and
experiences and CONNECT consumers through emerging technology
products and ecosystems to deliver PERFORMANCE based measurable
business outcomes.
Troika Media reported a net loss of $38.69 million for the year
ended June 30, 2022, a net loss of $16 million for the year ended
June 30, 2021, and a net loss of $14.45 million for the year ended
June 30, 2020.
VIVAKOR INC: CEO to Get $1M Worth of Shares as Annual Salary
------------------------------------------------------------
Vivakor, Inc. has entered into an executive employment agreement
with James Ballengee with respect to his appointment as the
Company's chief executive officer and chairman of the Board of
Directors.
Pursuant to the Employment Agreement, Mr. Ballengee will receive
annual compensation of $1,000,000 payable in shares of the
Company's common stock, priced at the volume weighted average price
(VWAP) for the five trading days preceding the date of the
Employment Agreement and each anniversary thereof. The CEO
Compensation will be subject to satisfaction of Nasdaq rules, the
provisions of the Company's equity incentive plan and other
applicable requirements and shall be accrued if such issuance is
due prior to satisfaction of such requirements. Additionally, Mr.
Ballengee will be eligible for a discretionary performance bonus.
The Employment Agreement may be terminated by either party for any
or no reason, by providing a five days' notice of termination.
Pursuant to the Employment Agreement, Mr. Ballengee is granted the
right to nominate two additional directors for appointment to the
Board in his sole discretion, as well as a third additional
director upon issuance of the Note Payment Shares, subject to such
directors passing a background check.
Mr. Ballengee combines more than two decades of experience in
midstream oil and gas senior management roles. Previously, he had
been involved in two major private equity portfolio companies
holding positions including chief commercial officer, chief
financial officer, chief executive officer, and Chairman of the
Board. From 1997 through 2010, Mr. Ballengee served first as chief
financial officer, then chief executive officer, then chief
commercial officer of Taylor Logistics, LLC, a Halifax Group-backed
private equity portfolio company focused on crude oil marketing and
logistics, which he led through a successful sale to Gibson Energy,
Inc. (TSX: GEI). From 2010 to 2013, he was chief executive officer
and Chairman of the Board of Bridger Group, LLC, a private crude
oil marketing firm. From 2013 to 2015, he was a board member and
chief commercial officer of Bridger, LLC, a Riverstone
Holdings-backed private equity portfolio company focused on crude
oil marketing and logistics, which he led through a successful sale
to Ferrellgas Partners, LP (NYSE: FGP). Mr. Ballengee currently
manages an exempt family office, which in turn holds and manages
investments principally in the oil and gas, sports and
entertainment, and real estate sectors. He has an undergraduate
degree in accounting from Louisiana State University—Shreveport.
The Board believes that Mr. Ballengee's experience in management
and operations and his extensive knowledge in the midstream
petroleum industry makes him ideally qualified to help lead the
Company towards continued growth and success.
Vivakor disclosed that Mr. Ballengee does not have a family
relationship with any of the current officers or directors of the
Company.
Membership Interest Purchase Agreement - Note Amendment
As previously disclosed in the Current Report on Form 8-K filed
with the Securities and Exchange Commission on June 22, 2022, the
Company entered into a Membership Interest Purchase Agreement with
Jorgan Development, LLC, a Louisiana limited liability company, and
JBAH Holdings, LLC, a Texas limited liability company, as the
equity holders of Silver Fuels Delhi, LLC, a Louisiana limited
liability company and White Claw Colorado City, LLC, a Texas
limited liability company. As previously disclosed in the Current
Report on Form 8-K filed with the SEC on Aug. 5, 2022, the
transaction documented by the MIPA closed on Aug. 1, 2022 and, as a
result, the Company acquired all of the issued and outstanding
membership interests in each of SFD and WCCC, making SFD and WCCC
wholly-owned subsidiaries of the Company. The purchase price for
the Membership Interests was approximately $37.4 million, subject
to post-closing adjustments, payable by the Company in a
combination of shares of the Company's common stock, secured
three-year promissory notes made by the Company in favor of the
Sellers, and the assumption of certain liabilities of SFD and WCCC.
The shares of the Company's common stock and the Notes will have
an aggregate value of approximately $32,942,939.
On Oct. 28, 2022, in connection with the Employment Agreement, the
Company and the Sellers entered into an agreement amending the
Notes, whereby, as soon as is practicable, following and subject to
the approval of the Company's shareholders, and provided there are
no applicable prohibitions under the rules of The Nasdaq Capital
Market or other restrictions, the Company will issue 7,042,254
restricted shares of the Company's common stock in exchange for the
forgiveness and cancellation of $10,000,000 of principal under the
Notes on a pro rata basis, reflecting a conversion price of $1.42
per share. 6,971,831 shares will be issued to Jorgan and
$9,900,000 of principal owed to Jorgan will be cancelled and 70,423
shares will be issued to JBAH and $100,000 of principal owed to
JBAH will be cancelled.
No later than 30 days following the date the Note Payment and the
Note Payment Shares are approved by the Company's shareholders, the
Company shall use its reasonable best efforts to prepare and file
with the SEC, a registration statement on Form S-1 or any other
available form for an offering to be made on a continuous basis
pursuant to Rule 415 of the Securities Act or any successor thereto
registering the resale from time to time all of the Note Payment
Shares. The Company shall use its reasonable best efforts to cause
the Registration Statement to be declared effective by the SEC as
soon as possible after filing. The Company shall further use its
reasonable best efforts to keep the Registration Statement
continuously effective and to be supplemented and amended to the
extent necessary to ensure that such Registration Statement is
available. Once the Registration Statement is declared effective
by the SEC, the Note Payment will count against the Threshold
Payment Amount, as defined in the Notes and the MIPA.
Related Party Transactions
Jorgan Development, LLC was the manager of SFD and WCCC at the time
the Company purchased such entities. Mr. Ballengee is the sole
manager of Jorgan Development, LLC and is the principal beneficiary
of the trust that owns Jorgan Development, LLC.
About Vivakor Inc.
Coralville, Iowa-based Vivakor, Inc., is an operator, acquirer and
developer of clean energy technologies and environmental solutions,
primarily focused on soil remediation. Th Company specializes in
the remediation of soil and the extraction of hydrocarbons, such as
oil, from properties contaminated by or laden with heavy crude oil
and other hydrocarbon-based substances.
Vivakor reported a net loss attributable to the company of $5.48
million for the year ended Dec. 31, 2021, compared to a net loss
attributable to the company of $2.18 million for the year ended
Dec. 31, 2020. As of June 30, 2022, the Company had $51.70 million
in total assets, $17.84 million in total liabilities, and $33.86
million in total stockholders' equity.
VPR BRANDS: Inks Deal to Sell $300K Future Receivables
------------------------------------------------------
VPR Brands, LP has entered into a purchase agreement by and between
the Company and BRMS, LLC, according to a Form 8-K filed with the
Securities and Exchange Commission.
Pursuant to the terms of the Purchase Agreement, the Company agreed
to sell, and BRMS agreed to purchase, the Company's right, title
and interest in and to $300,000 of the Company's future
receivables, for a purchase price of $250,000.
The Purchase Agreement contains customary representations,
warranties and covenants.
About VPR Brands
Headquartered in Ft. Lauderdale, FL, VPR Brands, LP --
http://www.VPRBrands.com-- is company engaged in the electronic
cigarette and personal vaporizer business.
As of June 30, 2022, the Company had $1.26 million in total assets,
$3.45 million in total liabilities, and a total partners' deficit
of $2.19 million.
Los Angeles, California-based Paris Kreit & Chiu CPA's LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated April 15, 2022, citing that the
Company has an accumulated deficit of $10,214,999 and a working
capital deficit of $1,834,867 at Dec. 31, 2021. These factors,
among others, raise substantial doubt regarding the Company's
ability to continue as a going concern.
WESTERN URANIUM: Grants 1.7M Stock Options to D&Os, Employees
-------------------------------------------------------------
Western Uranium & Vanadium Corp. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that it had granted an
aggregate of 1,665,000 stock options to purchase common shares to
officers, directors, and employees of the Company under its
Incentive Stock Option Plan. The options have an exercise price of
C$1.60, and each option is exercisable to acquire one common share
for a five-year term commencing on the applicable vesting date.
The options vest in two equal installments beginning on the date of
grant and thereafter on April 30, 2023.
The Company granted the options in reliance on the private offering
exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended.
About Western Uranium & Vanadium
Western Uranium & Vanadium Corp. is engaged in the business of
exploring, developing, mining and production from its uranium and
vanadium resource properties.
Western Uranium reported disclosing a net loss of $2.07 million for
the year ended Dec. 31, 2021, compared to a net loss of $2.39
million for the year ended Dec. 31, 2020. As of June 30, 2022, the
Company had $34.25 million in total assets, $4.11 million in total
liabilities, and $30.13 million in total shareholders' equity.
Mississauga, Canada-based MNP LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 15, 2022, citing that the Company has incurred continuing
losses and negative cash flows from operations and is dependent
upon future sources of equity or debt financing in order to fund
its operations. These conditions raise substantial doubt about
the
Company's ability to continue as a going concern.
WILLIAMS LAND: Hires Country Boys Auction as Valuation Consultant
-----------------------------------------------------------------
Williams Land Clearing, Grading, and Timber Logger LLC seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
North Carolina to employ Country Boys Auction & Realty Company,
Inc. as valuation consultant.
The firm will assist in the valuation of certain equipment and
vehicles owned by the Debtor.
The firm will be paid $100 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mike Gurkins, a partner at Country Boys Auction & Realty Company,
Inc., disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Mike Gurkins
Country Boys Auction & Realty
Company, Inc.
1211 West Fifth Street
Washington, NC 27889
Tel: (252) 946-6007
About Williams Land Clearing, Grading,
and Timber Logger
Williams Land Clearing, Grading and Timber Logger, LLC is an
excavating contractor in Raleigh, N.C.
Williams Land sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02094) on Sept. 16,
2022, with between $10 million and $50 million in assets and
between $1 million and $10 million in liabilities. Lamonte
Williams, manager, signed the petition.
Judge Pamela W. Mcafee oversees the case.
The Debtor tapped William P, Janvier, Esq., at Stevens Martin
Vaughn & Tadych, PLLC as bankruptcy counsel, and Burns, Day &
Presnell, P.A. as special counsel.
WRIGHT AGENCY: Seeks to Hire Lawrence Willis as Legal Counsel
-------------------------------------------------------------
A Wright Agency Limited Liability Company seeks approval from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
employ Lawrence Willis, Esq., an attorney practicing in Pittsburgh,
Pa., to handle its Chapter 11 case.
Mr. Willis will be paid at an hourly rate of $350.
Prior to the petition date, Mr. Willis received a retainer in the
amount of $7,500 from the Debtor.
Mr. Willis disclosed in a court filing that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The attorney can be reached at:
Lawrence W. Willis, Esq.
201 Penn Center Blvd., Suite 310
Pittsburgh, PA 15235
Telephone: (412) 235-1721
Facsimile: (412) 542-1704
Email: lawrencew@westernpabankruptcy.com
About A Wright Agency
A Wright Agency Limited Liability Company sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No.
22-10479) on October 27, 2022. Judge Jeffery A. Deller oversees the
case. Lawrence W. Willis, Esq., serves as the Debtor's counsel.
[^] BOOK REVIEW: The Story of The Bank of America
-------------------------------------------------
Author: Marquis James and Bessie R. James
Publisher: Beard Books
Softcover: 592 pages
List Price: $31.80
Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981459/internetbankrupt
The Bank of America began as the Bank of Italy in 1904. A. P.
Giannini was motivated to found the Bank out of his indignation
over the neglect by other banks of the Italian community in San
Francisco's North Beach area. Local residents were quickly drawn to
Giannini's new type of bank suited for their social circumstances,
financial needs, and plans and aspirations. Before Giannini's Bank
of Italy, the field was dominated by large, well-connected, and
politically influential banks typified by the magnate J. P.
Morgan's House of Morgan catering to corporations and the wealthy
industrialists and their families of the Gilded Age.
Giannini's Bank proved to be a timely enterprise with great
potential far beyond its founder's original aims. The early 1900s
following the Gilded Age was a time of spreading democratization in
American society with large numbers of immigrants being
assimilated. It was also a time of considerable industrial growth
after the heyday of the tycoons such as Morgan, Rockefeller, and
Carnegie in the latter 1800s. Giannini's idea was also helped by
the growth of California in its early stages of becoming one of the
most prosperous and most populous states. As California grew, so
did the Bank of America.
A. P. Giannini was the perfect type of individual to oversee the
growth of a bank that stood in sharp contrast to the House of
Morgan and which reflected broad changes in American society and
business. Giannini followed the quick success of his North Beach
bank with Bank of Italy branches elsewhere in San Francisco. With
the success of these followed branches throughout California's
agricultural valleys and Los Angeles as Giannini reached out to
populations of other average persons generally ignored by the
traditional banks. Throughout the rapid growth of his bank,
Giannini never lost touch with his original motive for creating a
bank suited for the average individual. When he died at 80 years of
age in 1949, he lived in the same house as he did when he opened
the original Bank of Italy; and his estate was less than half a
million dollars.
Throughout all the stages of the Bank of America's growth, business
recessions and depressions, and changes in American society,
including increased government regulation, the Bank continued to
reflect its founder's purposes for it. In the 1920s, the Bank of
Italy became a part of the corporation Transamerica. In 1930, the
Bank was merged with the Bank of America of California. The newly
formed bank was given the name the Bank of America National Trust
and Savings Association, with Giannini appointed as chairman of the
committee to work out the details of the merger. In 1930, he
selected Elisha Walker to head Transamerica so he could be free to
pursue his interest of establishing a national bank with the same
goals and nature as his original Bank of Italy. But becoming
alarmed over Walker's proposed measures for dealing with the
pressures of the Depression, Giannini waged a battle involving
board members, stockholders, and allies he had worked with in the
past to regain control of Transamerica. In 1936, A. P. Giannini's
son, Lawrence Mario, succeeded his father as president of Bank of
America, with A. P. remaining as chairman of the board.
The story of Bank of America is largely the story of A. P.
Giannini: his ideas, his values, his ambitions, his goals, his
personality. The co-authors follow the stages of the Bank's growth
by focusing on the genteel, yet driven and innovative, A. P.
Giannini. There's a balance of basic business material such as
stock prices, rationale of momentous business decisions, and
balance-sheet data, with portrayals of outsized characters of the
time. Among these, besides Giannini, are the federal government
official Henry Morgenthau and Charles Stern, California's
superintendent of banks in the early 1900s. With this balance, The
Story of the Bank of America is an engaging and informative work
for readers of more technical business books and human-interest
business stories alike.
*********
Monday's edition of the TCR delivers a list of indicative prices
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obtained by TCR editors from a variety of outside sources during
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however, be complete or accurate. The Monday Bond Pricing table
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are not intended to reflect actual trades. Prices for actual
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then-ending.
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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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.
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*** End of Transmission ***