/raid1/www/Hosts/bankrupt/TCR_Public/221121.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, November 21, 2022, Vol. 26, No. 324
Headlines
2 MONKEY TRADING: Case Summary & 13 Unsecured Creditors
21st CENTURY: Seeks Approval to Hire GVRE as Real Estate Agent
3B ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
ACCO BRANDS: Moody's Affirms Ba3 CFR & Alters Outlook to Negative
ACPRODUCTS HOLDINGS: US$1.40B Bank Debt Trades at 28% Discount
ADD 2 CART: Hires Latham Luna Eden & Beaudine as Legal Counsel
AEARO TECHNOLOGIES: Kirkland & Ellis Cleared to Represent Debtor
AGNC INVESTMENT: Egan-Jones Retains BB Sr. Unsec. Debt Ratings
AIBUY HOLDCO: Gets OK to Hire Stretto as Claims and Noticing Agent
AINOS INC: Incurs $7.8 Million Net Loss in Third Quarter
AIR METHODS: S&P Downgrades ICR to 'CCC', Outlook Negative
AIR METHODS: US$1.25B Bank Debt Trades at 45% Discount
ALASKA AIR: Egan-Jones Retains B Sr. Unsec. Debt Unsecured Ratings
ALLEN MEDIA: US$660M Bank Debt Trades at 17% Discount
AMERICAN AIRLINES: Egan-Jones Retains B- Sr. Unsec. Debt Ratings
AMYNTA GROUP: S&P Rates New $150MM First-Lien Term Loan 'B-'
APEX SIERRA: Seeks to Hire Eric A. Liepins as Legal Counsel
ARCH RESOURCES: Moody's Hikes CFR to B1 & Alters Outlook to Stable
ARTERA SERVICES: US$135M Bank Debt Trades at 38% Discount
ASHFIELD ACTIVE: Fitch Alters Outlook on 'BB-' IDR to Negative
ASURION LLC: US$1.64B Bank Debt Trades at 21% Discount
ASURION LLC: US$2.68B Bank Debt Trades at 21% Discount
AURORA HOSPITALITY: SARE Files Subchapter V Case
AVEANNA HEALTHCARE: US$860M Bank Debt Trades at 23% Discount
BANROC CORP: Amends District Secured Claims Pay Details
BATH & BODY WORKS: Egan-Jones Retains BB Sr. Unsecured Ratings
BED BATH: Egan-Jones Cuts Foreign Currency Unsec. Rating to CCC
BERWICK CLINIC: Amends Unsecured Claims Pay Details
BLACKBERRY LTD: Egan-Jones Retains CCC Sr. Unsecured Debt Ratings
BLUE DOLPHIN: Posts $6.45 Million Net Income in Third Quarter
BLUE MOON PROPERTY: Files Subchapter V Bankruptcy Case
BLUE SEVEN: Taps Dawn Brady of Essential Bookkeeping as Accountant
BOEING CO: Egan-Jones Lowers Sr. Unsecured Debt Ratings to B+
BOY SCOUTS: Insurers Ask Court to Overturn Chapter 11 Plan
BOYD GAMING: Egan-Jones Hikes Foreign Currency Unsec. Rating to BB-
BRIAR BUILDING: Choudhri Can Raise Release and Waiver Defenses
BRIGHT MOUNTAIN: Posts $1.9 Million Net Loss in Third Quarter
C & L DINERS: Down to 5 Denny's Locations, Files for Chapter 11
CAMMAND MACHINING: Unsecureds Will Get $1K per Year for 5 Years
CANADIAN WESTERN: DBRS Confirms BB(high) on Additional Tier 1 Notes
CANO HEALTH: US$644M Bank Debt Trades at 24% Discount
CARMAX INC: Egan-Jones Retains BB- Sr. Unsec. Debt Ratings
CARTECH SERVICES: Hires Scott R. Schneider as Bankruptcy Counsel
CASTLE US HOLDING: EUR500M Bank Debt Trades at 17% Discount
CEDIPROF INC: Seeks Chapter 11 Bankruptcy Protection
CELSIUS NETWORK: Asks Court to Extend Plan Submission Period
CHESAPEAKE ENERGY: Egan-Jones Ups FC Unsecured Rating to BB-
CHINA FISHERY: CFG Peru Chapter 11 Plan Declared Effective Nov. 7
CHORD ENERGY: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB+
CINEWORLD GROUP: January 2023 Claim Filing Deadline Set
CITY BREWING: US$850M Bank Debt Trades at 37% Discount
CIVITAS RESOURCES: S&P Affirms 'B+' ICR, Outlook Stable
CLOVIS ONCOLOGY: Warns of Possible Bankruptcy Filing
CNX RESOURCES: Egan-Jones Retains B+ Sr. Unsecured Debt Ratings
COMTECH TELECOMMUNICATIONS: Egan-Jones Keeps B- Sr. Unsec. Ratings
CONSOL ENERGY: Moody's Ups CFR to B1 & First Lien Loans to Ba3
CONVERGEONE HOLDINGS: US$1.11B Bank Debt Trades at 41% Discount
CONVERGEONE HOLDINGS: US$275M Bank Debt Trades at 52% Discount
CONVERGEONE HOLDINGS: US$275M Bank Debt Trades at 52% Discount
CORELOGIC INC: US$750M Bank Debt Trades at 32% Discount
CORSICANA BEDDING: Sussman & Moore Represents Utility Companies
CROWN FINANCE US: EUR608M Bank Debt Trades at 70% Discount
CROWN FINANCE: EUR608M Bank Debt Trades at 70% Discount
CROWN FINANCE: US$3.33B Bank Debt Trades at 70% Discount
CROWN HOLDINGS: Egan-Jones Retains BB Sr. Unsec. Debt Ratings
DCIJ BEE HIVE: Amends Citizens Community Secured Claim Pay Details
DECORSTANDARD CORP: Commences Subchapter V Case
DELTA AIR: Egan-Jones Retains 'B-' Sr. Unsecured Ratings
DEXTER GROUP: Case Summary & Three Unsecured Creditors
DIEBOLD NIXDORF: US$475M Bank Debt Trades at 27% Discount
DIOCESE OF BUFFALO: Abuse Survivors Advocate Booted Off Group Deal
DIOCESE OF ROCHESTER: $55M Abuse Settlement Excludes Insurance
DOMINO'S PIZZA: Egan-Jones Retains 'BB-' Sr. Unsec. Debt Ratings
EDUCATIONAL TRAVEL: Gets OK to Hire Nelson Company as Accountant
ELEMENT SOLUTIONS: Moody's Rates $375MM Revolver Loans 'Ba1'
ELWYN INC: S&P Raises 2017 Long-Term Bond Rating to 'BB+'
EMERALD COAST: S&P Lowers 2015A-1 Long-Term Bond Rating to 'BB-'
ENERPLUS CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
FIRSTENERGY CORP: Egan-Jones Retains BB Sr. Unsec. Debt Ratings
FLORIDA MULCH: Starts Subchapter V Case With Owner's Funding
FR BR HOLDINGS: S&P Downgrades ICR to 'CCC+', On Watch Developing
FREON LOGISTICS: Files for Chapter 11 Bankruptcy
FTX: Impact of Collapse on Fin. Markets Seem Limited, Says DBRS
GENERAL ELECTRIC: Egan-Jones Retains BB+ Sr. Unsec. Debt Ratings
GFS INDUSTRIES: Complaint to Determine Dischargeability Dismissed
GLOBAL THERMOSTAT: Failed to Pay Bochner Legal Fees
GOPHER RESOURCE: US$510M Bank Debt Trades at 38% Discount
GRAY LAND: Plan Agent Has Authorization to Auction Equipment
GREENPOINT ASSET: Hearing on Plan Solicitation Bid Set for Dec. 7
GREGORY TE VELDE: Trustee's Summary Judgment Bid Granted in Part
GT REAL ESTATE: Chapter 11 Plan Faces Release Objection
GTT COMMUNICATIONS: US$1.77B Bank Debt Trades at 34% Discount
GTT COMMUNICATIONS: US$1.77B Bank Debt Trades at 34% Discount
HALLIBURTON CO: Egan-Jones Retains BB Sr. Unsec. Debt Ratings
HASBRO INC: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings
HAYES BUSINESS: Hires The Lane Law Firm as Legal Counsel
HCA HEALTHCARE: Egan-Jones Retains BB+ Local Currency Unsec. Rating
HCA INC/OLD: Egan-Jones Retains BB+ Sr. Unsec. Debt Ratings
HELIX ENERGY: Egan-Jones Retains CCC+ Senior Unsecured Ratings
HERTZ GLOBAL: Defeats Early Payoff Fee Demand in Bankruptcy Court
HEXCEL CORP: Egan-Jones Retains BB+ Sr. Unsec. Debt Ratings
HOLLAND & BARRETT: S&P Downgrades ICR to 'SD', Withdraws Rating
HOOK FISH: Gets Interim OK to Tap Brian K. McMahon as Legal Counsel
INFINITE INVESTMENTS: Gets OK to Hire Brian K. McMahon as Counsel
IRIDIUM COMMUNICATIONS: Egan-Jones Keeps B- Sr. Unsecured Ratings
J FRONT: Egan-Jones Retains 'C' Sr. Unsecured Debt Ratings
JOURNEY PERSONAL: US$650M Bank Debt Trades at 33% Discount
JUUL LABS: Prevents Bankruptcy With Fresh Funding, Plans Job Cuts
KABBAGE INC: Ends $65.5 Million Fee Fight With Customers Bank
KATY SALTWATER: Seeks Approval to Hire Joseph Kennedy as Accountant
KATY SALTWATER: Seeks to Hire Shires Law Firm as Bankruptcy Counsel
KB HOME: Egan-Jones Retains BB- Sr. Unsecured Ratings
LAKEPORT CF: Gets OK to Hire DiNatale as Appraiser
LAS VEGAS SANDS: Egan-Jones Retains B+ Senior Unsecured Ratings
LEADING LIFE: Case Summary & 20 Largest Unsecured Creditors
LEARFIELD COMMUNICATIONS: US$864M Bank Debt Trades at 24% Discount
LEARFIELD COMMUNICATIONS: US$864M Bank Debt Trades at 24% Discount
LIBERTY ASSET: Ho's Bid for Attorneys Fees Denied, Case Dismissed
LOYALTY VENTURES: S&P Downgrades ICR to 'CCC+', Outlook Negative
LOYALTY VENTURES: US$500M Bank Debt Trades at 61% Discount
MACK INDUSTRIES: Advanced Home Summary Judgment Bid Granted
MACY'S INC: S&P Raises ICR to 'BB+' on Continued Strong Execution
MATTEL INC: Egan-Jones Retains BB+ Sr. Unsec. Debt Ratings
MAVENIR SYSTEMS: US$585M Bank Debt Trades at 16% Discount
NATIONAL CINEMEDIA: Pays Bond Interest in Grace Period
NCR CORP: Egan-Jones Retains B- Foreign Currency Unsecured Rating
NELSON BROTHERS: U.S. Trustee Unable to Appoint Committee
NEPTUNE BIDCO: Moody's Rates $3.35BB 1st Lien Term Loan 'B2'
NEPTUNE BIDCO: S&P Rates New $1.75MM First-Lien Term Loan B 'B'
NGV GLOBAL: Voluntary Chapter 11 Case Summary
ONETRADEX LTD: Foreign Representative's Move to Close Case Granted
OPEN TEXT: Moody's Cuts CFR to Ba2 & Rates New 1st Lien Notes Ba1
OUR CITY MEDIA: Case Summary & Three Unsecured Creditors
OVERSEAS SHIPHOLDING: Egan-Jones Keeps C Rating on Commercial Paper
PENN ENTERTAINMENT: Egan-Jones Retains B- Unsecured Debt Ratings
PHASEBIO PHARMACEUTICALS: Sued By SFJ Over Drug Ownership
PLAINS END: Fitch Affirms Sub. Secured Bonds at B+, Outlook Stable
PLAYPOWER INC: US$400M Bank Debt Trades at 23% Discount
PURDUE: McKinsey Moves NY Opioid Suits Moved to Bankruptcy Court
RANGE RESOURCES: Egan-Jones Hikes Sr. Unsec. Debt Ratings to BB-
REVERE POWER: US$445M Bank Debt Trades at 17% Discount
REVERE POWER: US$70M Bank Debt Trades at 17% Discount
REVLON INC: Sales Dipped 10% as It Tries to Right Chapter 11
RITE AID: Egan-Jones Lowers Sr. Unsecured Ratings to CCC-
RIVERBED TECHNOLOGY: US$900M Bank Debt Trades at 56% Discount
ROBERTSHAW US: US$510M Bank Debt Trades at 25% Discount
ROCKING M MEDIA: Referral of LMA's Validity Issue to FCC Denied
S3 SPA LLC: Unsecureds Will Get 9.48% of Claims in 36 Months
SARONA PROPERTY: Trust Seeks Chapter 11 Bankruptcy Protection
SCHULDNER LLC: Mr. Green's Bankruptcy Appeals Dismissed
SENSATA TECHNOLOGIES: Egan-Jones Retains BB- Sr. Unsec. Debt Rating
SIGNAL PARENT: US$550M Bank Debt Trades at 34% Discount
SINTX TECHNOLOGIES: Reports $2.7 Million Net Loss for Third Quarter
SMILE STREET: Unsecureds to Recover 4.5% in Subchapter V Plan
SOVOS BRANDS: US$200M Bank Debt Trades at 15% Discount
SP PF BUYER: US$744M Bank Debt Trades at 30% Discount
STONEX GROUP: Egan-Jones Retains B+ Sr. Unsecured Debt Ratings
TARONIS FUELS: Nov. 21 Deadline Set for Panel Questionnaires
TENET HEALTHCARE: Egan-Jones Retains B+ Sr. Unsecured Ratings
TOLL ROAD II: Moody's Affirms Ba1 Rating on $1BB Unsecured Bonds
TORTOISEECOFIN PARENT: S&P Alters Outlook to Neg, Affirms CCC+ ICR
TPC GROUP: Cleared to Solicit Creditor Votes on Revised Ch. 11 Plan
TPC GROUP: US Trustee Warns of Hidden Releases in Plan
TRANSED PARTNERS: DBRS Lowers Issuer Rating to BB
TROPICAL DELIGHT: Unsecureds Will Get 6.5% of Claims in 36 Months
UAL CORP/OLD: Egan-Jones Retains CCC+ Sr. Unsecured Ratings
UNITED AIRLINES: Egan-Jones Retains 'B' Commercial Paper Rating
VERICAST CORP: Moody's Affirms Caa3 CFR & Rates $785MM Loan Caa2
VERITAS US: US$1.7B Bank Debt Trades at 25% Discount
VICTORY BUYER: Moody's Cuts CFR to Caa1, Outlook Stable
VILLAS OF COCOA: U.S. Trustee Appoints Creditors' Committee
WCG PURCHASER: S&P Alters Outlook to Negative, Affirms 'B' ICR
WESCO INT'L: Fitch Hikes LongTerm IDRs to BB, Outlook Positive
WHEEL PROS INC: US$1.18B Bank Debt Trades at 32% Discount
WINESTEAD LLC: Hits Chapter 11 Bankruptcy Protection
WW INTERNATIONAL: S&P Downgrades ICR to 'B-' on Underperformance
XEROX CORP: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B+
XPLORNET COMMUNICATIONS: US$200M Bank Debt Trades at 15% Discount
YAK ACCESS: US$180M Bank Debt Trades at 80% Discount
ZAYO GROUP: US$4.96B Bank Debt Trades at 25% Discount
[^] BOND PRICING: For the Week from November 14 to 18, 2022
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2 MONKEY TRADING: Case Summary & 13 Unsecured Creditors
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Debtor: 2 Monkey Trading, LLC
3601 Vineland Road
Orlando, FL 32811
Chapter 11 Petition Date: November 17, 2022
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 22-04099
Debtor's Counsel: Michael A. Nardella, Esq.
NARDELLA & NARDELLA, PLLC
135 W. Central Blvd
Suite 300
Orlando, FL 32801
Tel: 407-966-2680
Email: mnardella@nardellalaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Douglas Ingalls as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/LH7356Y/2_Monkey_Trading_LLC__flmbke-22-04099__0001.0.pdf?mcid=tGE4TAMA
21st CENTURY: Seeks Approval to Hire GVRE as Real Estate Agent
--------------------------------------------------------------
21st Century Communities, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to employ GVRE, LLC, a
real estate agent, to sell its property located at 276 Seven Dwarfs
Rd., Mt. Charleston, Nev.
The firm will receive a commission equal to 5.5 percent of the
gross selling price.
As disclosed in court filings, GVRE LLC does not represent interest
adverse to the Debtor and its estate.
The firm can be reached through:
Clyde L. Matt
GVRE, LLC
d/b/a Keller Williams Realty, The MarketPlace
2230 Corporate Center #250
Henderson, NV 89074
Phone: 702-456-5959
Email: listings@brenkus.com
About 21st Century Communities
21st Century Communities, Inc. is a company in Mt. Charleston,
Nev., engaged in activities related to real estate.
21st Century Communities sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13005) on Aug. 23,
2022, with up to $10 million in both assets and liabilities. Judge
Natalie M. Cox oversees the case.
The Debtor is represented by Michael J. Harker, Esq., at the Law
Offices of Michael J. Harker.
3B ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 3B Enterprises LLC
3387 Riego Road
Elverta, CA 95626
Chapter 11 Petition Date: November 18, 2022
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 22-22999
Judge: Hon. Christopher M. Klein
Debtor's Counsel: Stephen Reynolds, Esq.
REYNOLDS LAW CORPORATION
424 Second Street Suite A
Davis, CA 95616
Tel: 530- 297 5030
Email: sreynolds@lr-law.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Shawn Hayse as general manager.
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/JNDVVOY/3B_Enterprises_LLC__caebke-22-22999__0001.0.pdf?mcid=tGE4TAMA
ACCO BRANDS: Moody's Affirms Ba3 CFR & Alters Outlook to Negative
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Moody's Investors Service affirmed ACCO Brands Corporation's Ba3
Corporate Family Rating and Ba3-PD Probability of Default Rating.
At the same time, Moody's affirmed the company's senior unsecured
notes due 2029 at B1; the speculative grade liquidity rating is
unchanged at SGL-2. The outlook was changed to negative from
stable.
The rating affirmation reflects Moody's expectation that ACCO's
strong market position and free cash flow generation should
adequately position the company to withstand challenges from
slowing demand across key regions (particularly Europe) and
segments and continued earnings pressure from elevated input costs
including raw materials, labor, and freight as well as foreign
exchange and interest rates. Moody's expects EBITDA (on a Moody's
adjusted basis) to decline 16% year-over-year in 2022 before
modestly improving by approximately 4% in 2023, mostly over the
second half of the year. ACCO's solid market position as a key
supplier of office and school equipment, portfolio of well-known
brands, and strong relationships with major retailers globally will
help support demand as inventory replenishment normalizes
particularly around next year's back-to-school season and volumes
benefit from continued return to work and office trends. Expansion
of PowerA into underpenetrated international markets should help
mitigate the weak demand for highly discretionary gaming
accessories, which is also entering a more mature portion of the
console refresh cycle. Additionally, Moody's expects the EBITDA
margin to show improvement as inflation begins to moderate and the
company benefits from further pricing actions (new round in
January) and cost initiatives. Moody's forecasts debt-to-EBITDA
leverage to increase through mid-2023 as the company utilizes its
revolver capacity to fund seasonal cash needs and earnings weaken.
Leverage should thereafter improve to around 4.6x by the end of
2023 as EBITDA stabilizes and the company pays down revolver
borrowings. The company's long-term 2.0x-2.5x net debt-to-EBITDA
leverage target (company calculation) is below the 3.9x level as of
September 2022, indicating ACCO will remain focused on reducing
leverage. Moody's expects no share repurchases until earnings and
credit metrics improve.
The change in outlook to negative from stable accounts for
increased risk that ACCO's leverage could remain elevated because
of a decline in sales volumes and the EBITDA margin in an
increasingly challenged economic environment. Risks include the
potential for lower demand for office and school supplies,
challenges implementing additional pricing actions amid weaker
demand, continued cost inflation, or if the company is unable to
reaccelerate growth in the gaming business and expand in
international markets. ACCO relies on its revolver to fund seasonal
cash outlays in the first half of the year. ACCO reported net sales
declining 8% (6% excluding FX) year-over-year and management
adjusted EBITDA declining 26.8% in the quarter ending September 30,
2022.
The Speculative Grade Liquidity rating of SGL-2 indicates good
liquidity and is supported by free cash flow of around $75 to $85
million and available capacity on the $600 million asset backed
credit facility ($417.1 million available as of September 30, 2022)
expiring in 2026. ACCO's $78 million of balance sheet cash and free
cash flow is ample to cover cash needs on an annual basis but the
company funds seasonal working capital via its asset back loan
facility. ACCO amended its ABL Credit Agreement on November 7,
2022, to increase the maximum Consolidated Leverage Ratio starting
with the quarter ending December 31, 2022, at 4.5x and peaking to
5.0x for the first and second quarters of 2023 before falling to
4.75x for the quarter ending September 30, 2023, and 4.25x for the
quarter ending Dec 31, 2023. On a longer-term basis the new
agreement will allow for higher Consolidated Leverage in the first
half of the year (4.5x in Q1 and Q2 and 4.0x in the remaining
quarters), coinciding with seasonal cash needs. Moody's views the
new covenant cushion as adequate but the covenant limits overall
financial flexibility and there is a modest risk of a covenant
breach in a downturn if volumes or input costs impact earnings more
acutely.
The following ratings/assessments are affected by the action:
Ratings Affirmed:
Issuer: ACCO Brands Corporation
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5)
Outlook Actions:
Issuer: ACCO Brands Corporation
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
ACCO's Ba3 CFR reflects the company's good scale, well recognized
brands, and solid geographic and product diversification across
office, school, and consumer electronic segments. The company also
has good free cash flow and liquidity. As one of the large global
providers of office and school products, ACCO is a key supplier to
its largest customers, solidifying its market position. The
company's credit profile is constrained by the mature nature of the
office and school supply market, which is further pressured by the
shift to hybrid/remote office environments and increased
digitization. Financial leverage is elevated from acquisitions as
the company invests in new growth verticals to offset these
maturing business lines. Additionally, the majority of ACCO's sales
are tied to discretionary consumer spending, which is typically
negatively impacted by contractions of the economy. The remainder
of sales are driven more by business spending, which is also
subject to cyclicality.
Moody's expects EBITDA to deteriorate through mid-2023 due to
weakening demand and margin pressure from elevated input costs and
FX. Earnings should recover in the second half of 2023 driven by
further pricing, more normal inventory replenishment at retailers,
continued expansion of PowerA into underpenetrated markets, and
moderating inflationary and FX headwinds. ACCO remains focused on
de-leveraging towards its stated leverage goal of 2.0x to 2.5x net
debt/EBITDA (company calculated, vs. 3.91x as of September 30,
2022). Moody's projects leverage will remain above this level
through 2023 and expects debt/EBITDA at 4.6x at year-end 2023
incorporating Moody's adjustments.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects Moody's view that ACCO's earnings and
cash flow will face pressure over the next year and keep leverage
elevated. The negative outlook also reflects that tight covenant
cushion could constrain liquidity.
An upgrade would require continued investment that sustains
profitable growth with a stable to higher EBITDA margin. ACCO would
also need to generate consistent strong free cash flow and maintain
a financial policy that supports debt-to-EBITDA leverage sustained
below 3.5x.
The ratings could be downgraded if operating performance and free
cash flow do not improve as expected by the end of 2023, liquidity
weakens, the company pursues debt-funded acquisitions or
shareholder distributions, or debt-to-EBITDA leverage is sustained
above 4.5x.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE FACTORS
ACCO Brands Corporation's ESG Credit Impact Score is moderately
negative (CIS-3) with ESG factors having a limited impact on the
current rating, with greater potential for future negative impact.
As with most consumer durables companies, the company's exposure to
environmental risks is considered moderately negative. ACCO's
exposure to social risks positions it weakly with highly negative
exposure to changing demographic and social trends. The company's
moderate governance practices carry overall moderately negative
credit risks.
ACCO Brands' exposure to environmental risks is moderately negative
(E-3). The company has moderately negative exposure to carbon
transition, natural capital and waste and pollution. The company's
carbon transition risk reflects the energy used in manufacturing of
some of its products such as laminators, shredders, and Kensington
air purifiers. Investment is necessary to minimize such
environmental risks, and this can increase costs and reduce cash
flow. Moderate natural capital reliance reflects the use of
commodities such as pulp (notebooks), steel (staplers, whiteboards)
chemicals and resins in its products. Waste and pollution risk
reflects the packaging material required and the end-of-life
disposal of some of its electronic products. Moody's view ACCO's
exposure to physical climate risks as neutral to low because the
company has a large number of manufacturing and distribution
facilities throughout the U.S., Mexico, South America, EMEA and
Asia.
ACCO Brands' exposure to social risks positions it weakly, and the
exposure carries highly negative credit risks (S-4). The company
has highly negative exposure to demographic and societal trends
reflecting the mature nature of office and school supply product
demand. Moody's expects an increase in hybrid work in the aftermath
of the pandemic and also a decline in paper-based school supply
demand due to increasing technology-based education. The company is
expanding into higher growth and higher margin electronic-based
products such as its Kensington line of air purifiers and PowerA
gaming controllers. These shifts require investment in product
development, manufacturing capabilities, marketing, and
acquisitions. The company is also moderately negatively exposed to
health and safety risks as a result of its manufacturing operations
and responsible production to manage a complex supply chain that
includes sourcing commodities such as energy, steel, aluminum,
pulp, resins, and other chemicals.
ACCO Brand's exposure to governance considerations carries overall
moderately negative credit risks (G-3). Governance risk is driven
primarily by the use of leverage for debt financed acquisitions.
The company's moderate 2-2.5x net debt-to-EBITDA leverage target is
a partial mitigant though ACCO often exceeds the that target. Other
governance factors have neutral to low risks including good
management credibility and a conservative board structure as seen
with good ability to track to management projections and with a
mostly independent board.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
Headquartered in Lake Zurich, Illinois, publicly-traded ACCO Brands
Corporation ("ACCO") manufactures and supplies office, school,
calendar products and computer and electronic accessories sold
primarily in the US, Europe, Brazil, Australia, Canada and Mexico.
Key brands include AT-A-GLANCE, Esselte(R), Five Star(R), GBC(R),
Kensington(R), Leitz(R), Mead(R), Quartet(R), Rapid(R), Rexel(R),
Swingline(R), and PowerA(R). Revenue was approximately $2.0 billion
for the 12 months ended September 2022.
ACPRODUCTS HOLDINGS: US$1.40B Bank Debt Trades at 28% Discount
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Participations in a syndicated loan under which ACProducts Holdings
Inc is a borrower were trading in the secondary market around 73
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$1.40 billion facility is a term loan. The loan is scheduled
to mature on May 17, 2028. The amount is fully withdrawn and
outstanding.
ACProducts Holdings, Inc. manufactures cabinets. The Company offers
single and multi-family home builders, distributors, home centers,
cabinetry, and other related products.
ADD 2 CART: Hires Latham Luna Eden & Beaudine as Legal Counsel
--------------------------------------------------------------
Add 2 Cart, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to employ Latham Luna Eden &
Beaudine, LLP as its legal counsel.
The firm's services include:
a. advising as to the Debtor's rights and duties in its Chapter
11 case;
b. preparing pleadings related to this case, including a plan of
reorganization; and
c. taking all other necessary actions incident to the proper
preservation and administration of the Debtor's estate.
The firm will charge $475 per hour for attorney's services and $105
per hour for paraprofessional services. In addition, the firm will
seek reimbursement for its out-of-pocket expenses.
The firm received from the Debtor an advance fee of $21,738.
Daniel Velasquez, Esq., a partner at Latham Luna Eden & Beaudine,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Daniel A. Velasquez, Esq.
Latham Luna Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: dvelasquez@lathamluna.com
About Add 2 Cart, LLC
Add 2 Cart, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 22-03790) on October 21, 2022, disclosing under
$1 million in both assets and liabilities. The Debtor is
represented by LATHAM LUNA EDEN & BEAUDINE LLP.
AEARO TECHNOLOGIES: Kirkland & Ellis Cleared to Represent Debtor
----------------------------------------------------------------
An Indiana bankruptcy judge Thursday, November 10, 2022, said
Kirkland & Ellis LLP can represent 3M unit Aearo Technologies in
its Chapter 11 and 3M in the litigation that sparked the
bankruptcy, saying Aearo and 3M's interests aren't currently in
conflict.
A group of veterans on Nov. 2, 2022, filed objections 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 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.
Judge Graham on Nov. 17 entered an order granting the Debtors'
application to employ Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their attorneys effective as of July 26,
2022.
The objections filed by the United States Trustee for Region 10 and
the Official Committee of Unsecured Creditors for Tort Claimants -
Related to the Use of Combat Arms Version 2 Earplugs and the
limited objection filed by the Official Committee of Unsecured
Creditors for Tort Claimants - Related to the Use of Respirators
were overruled by the judge.
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.
AGNC INVESTMENT: Egan-Jones Retains BB Sr. Unsec. Debt Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on October 26, 2022, retained its BB
foreign currency and local currency senior unsecured ratings on
debt issued by AGNC Investment Corp.
Headquartered in Bethesda, Maryland, AGNC Investment Corp. is an
internally-managed real estate investment trust.
AIBUY HOLDCO: Gets OK to Hire Stretto as Claims and Noticing Agent
------------------------------------------------------------------
AiBUY Holdco, Inc. and AiBUY Opco, LLC received approval from the
U.S. Bankruptcy Court for the Northern District of Texas to hire
Stretto, Inc. as their claims and noticing agent.
The Debtors require a claims and noticing agent to serve notices to
creditors, equity security holders and other concerned parties, and
provide computerized claims-related services.
Stretto will bill the Debtor no less frequently than monthly. The
firm will be paid an advance of $15,000 upon execution of its
agreement with the Debtor.
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About Aibuy Holdco
Based in Texas, AiBUY Inc., also known as Cinsay Inc.
[www.aibuy.io], enables a frictionless in-content shopping
experience across the digital ecosystem. With 82 granted patents,
the overlay technology powers an end-to-end e-commerce solution.
AiBUY has integrated with leading e-commerce platforms such as
Shopify, Salesforce, Magento and more, to power shoppable
experiences for clients across sports, entertainment and lifestyle
industries.
An involuntary Chapter 11 petition has been filed against Aibuy
Holdco Inc. (Bankr. N. Texas, Case No. 22-31737) on Sept. 23, 2022.
The petitioners who assert $2.2 million in claims against the
Debtor are Jon Gunderson, John Kutasi and Deposit Inc. The
petitioners' counsel is Katten Muchin Rosenman, LLP.
On Nov. 1, 2022, AiBUY Opco, LLC filed a voluntary petition for
Chapter 11 protection (Bankr. N. Texas, Case No. 22-32077). The
case is jointly administered with Aibuy Holdco's Chapter 11 case.
Judge Stacey G. Jernigan oversees both cases.
The Debtors tapped Foley & Lardner, LLP as legal counsel; CR3
Partners, LLC as restructuring advisor; and Stretto, Inc. as claims
and noticing agent. Greg Baracato, a partner at CR3 Partners,
serves as the Debtors' chief restructuring officer.
AINOS INC: Incurs $7.8 Million Net Loss in Third Quarter
--------------------------------------------------------
Ainos, Inc. has filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $7.82
million on $1.76 million of revenues for the three months ended
Sept. 30, 2022, compared to a net loss of $1.16 million on $363,052
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 $11.87 million on $2.48 million of revenues compared to
a net loss of $2.44 million on $568,164 of revenues for the same
period during the prior year.
As of Sept. 30, 2022, the Company had $39.08 million in total
assets, $2.65 million in total liabilities, and $36.43 million in
total stockholders' equity.
Going Concern
Ainos stated in the filing that, "Our ability to generate product
revenue sufficient to achieve profitability will depend on further
successful development and commercialization of one or more of our
current or future product candidates and programs. In the
near-term, we expect the COVID-19 antigen test kits to generate
organic cash flows while we invest in our other pipeline projects.
We expect to continue to incur significant expenses for the next
few years as we advance our product candidates through preclinical
development, clinical trials and regulatory approval. In addition,
if we obtain marketing approval for any of our product candidates,
we expect to incur significant commercialization expenses related
to product manufacturing, marketing, sales and distribution, and
legal and regulatory compliance. We may also incur expenses in
connection with strategic relationships for the development of
additional product candidates. Furthermore, we expect to continue
to incur costs associated with operating as a public company,
including significant legal, accounting, investor relations and
other expenses.
"Until we can generate significant revenues, if ever, we expect to
finance our operations with business revenues and proceeds from
external sources. We may pursue additional funding that may
include our entry into or expansion of borrowing arrangements;
research and development incentive payments, government grants,
co-financing from pharmaceutical companies and other corporate
sources; and potential future collaboration agreements with
pharmaceutical companies or other third parties. We may be unable
to raise additional funds or enter into such other agreements or
arrangements when needed on favorable terms. If we fail to raise
capital or enter into such agreements as, and when, needed, we may
have to significantly delay, scale back or discontinue the
development and commercialization, potential in-licenses or
acquisitions plans for one or more of our product candidates.
"We are unable to predict the timing or amount of unexpected
expenses or when or if we will be able to achieve or maintain
profitability due to the numerous risks and uncertainties
associated with product development and related legal regulatory
requirements. When we are eventually able to generate additional
product sales, those sales may not be sufficient to become
profitable. If we fail to become profitable or are unable to
sustain profitability on a continuing basis, we may be unable to
continue our operations at planned levels and be forced to reduce
or terminate our operations.
"As of September 30, 2022, we had available cash and cash
equivalents of $2,417,147. We anticipate business revenues and
further potential financial support from external sources to fund
our operations over the next twelve months. We have based this
estimate on assumptions that may prove to be incorrect and we could
exhaust our available capital resources sooner than we expect. To
finance our continuing operations, we will need to raise additional
capital, which cannot be assured."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1014763/000165495422015091/aimd_10q.htm
About Ainos
Ainos, Inc., formerly known as Amarillo Biosciences, Inc., is a
diversified healthcare company engaged in the research and
development and sales and marketing of pharmaceutical and biotech
products. The Company is engaged in developing medical
technologies for point-of-care testing and safe and novel medical
treatment for a broad range of disease indications. The Company is
a Texas corporation incorporated in 1984.
Ainos reported a net loss of $3.89 million for the year ended Dec.
31, 2021, compared to a net loss of $1.45 million for the year
ended Dec. 31, 2020. As of June 30, 2022, the Company had $40.41
million in total assets, $34.41 million in total liabilities, and
$6.01 million in total stockholders' equity.
Houston, Texas-based PWR CPA, LLP, the Company's auditor since
2020, issued a "going concern" qualification in its report dated
March 18, 2022, citing that the Company has negative working
capital at Dec. 31, 2021, has incurred recurring losses and
recurring negative cash flow from operating activities, and has an
accumulated deficit which raises substantial doubt about its
ability to continue as a going concern.
AIR METHODS: S&P Downgrades ICR to 'CCC', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Air Methods
Corp. by two notches to 'CCC' from B-'. At the same time, S&P
lowered its issue-level rating on the company's first-lien secured
debt to 'CCC' from 'B' and revised its recovery rating to '3' from
'2'. In addition, S&P lowered its issue-level rating on its
unsecured notes to 'CC' from 'CCC'.
S&P said, "The negative outlook reflects our view that Air Methods
will likely to default in the next 12 months, which could take the
form of a distressed exchange, below-par debt redemption, or
payment default.
"We expect the company to generate negative FOCF over the next
couple of years, which we believe will render its capital structure
unsustainable. Air Methods' net revenue per transport (NRPT) is
trending weaker than we had anticipated due to the effects of the
NSA, changes in its payer mix, and the write-offs associated with
an evaluation of its collection rates by payer. Given that the
company's operating costs are mostly fixed and it continues to face
air medical staffing shortages and wage pressures, we expect its
S&P Global Ratings-adjusted EBITDA will be more than 60% lower than
in 2021--or our previous expectations for 2022 at the start of the
year. While we expect Air Methods will improve its EBITDA next year
as its margins and NRPT recover, we estimate its S&P Global
Ratings-adjusted EBITDA margins will be in the low-teens percent
area, which compares with our previous assumption of the mid- to
high-teens percent area. Furthermore, rising short-term interest
rates contributed to higher prospective interest costs in our
forecast based on our estimate that about two-third of the
company's outstanding debt is variable rate. Under our forecast, we
assume negative S&P Global Ratings-adjusted FOCF of $170
million-$180 million in 2022, negative FOCF of $120 million-$140
million in 2023, and negative FOCF of $60 million-$80 million in
2024. This is prior to incorporating the scheduled annual debt
amortization of about $29 million and annual capital lease payments
of $40 million-$50 million we estimate in 2023.
"The company's weaker cash flow prospects, combined with our weak
view of its liquidity position, makes a default increasingly likely
in the next 12 months. Air Methods had about $5 million of cash as
of Sept. 30, 2022, an undrawn $125 million revolving credit
facility due April 2024, and about $13 million available under its
$125 million trade receivables securitization facility due July
2025 (entered into in July 2022). Given the magnitude of the
anticipated free cash flow deficits over the next 12 months, we
estimate that the company will likely exhaust its available
liquidity absent an unforeseen positive development. Furthermore,
we estimate that Air Methods will have little headroom under its
total secured leverage covenant that springs into effect if it
draws on more than 30% of its revolving credit facility. A covenant
breach could limit the availability under its credit facility and
make a payment default even more likely.
"The negative outlook on Air Methods reflects our view that it will
likely default in the next 12 months, which could take the form of
a distressed exchange, below-par debt redemption, or payment
default. This incorporates our view of the company's weak liquidity
position and our expectation for negative FOCF generation over the
next couple of years, which we believe render its capital structure
unsustainable.
"We could lower our issuer credit rating on Air Methods if we view
a payment default, distressed exchange, or below-par redemption as
inevitable in the next six months absent unanticipated favorable
changes. This could occur if the company breaches a financial
covenant or its cash flow prospects deteriorate further. We could
also lower our rating if Air Methods announces its intention to
undertake an exchange offer or similar restructuring, including a
below-par redemption of its outstanding debt, that we would
consider a default.
"We could raise our issuer credit rating on Air Methods if we
believe the likelihood of a distressed exchange or redemption has
declined in the next 12 months. This could occur if the company's
EBITDA and FOCF prospects improve, potentially due to a recovery in
its NRPT or a significant reduction in its operating costs."
ESG credit indicators: E-2, S-3, G-3
S&P said, "Social and governance factors are a moderately negative
consideration in our credit rating analysis of Air Methods. We
believe the No Surprises Act, which went into effect in 2022, is
contributing to lower-than-anticipated net reimbursement rates in
the company's out-of-network business and presumably weaker
negotiating power when arriving at its recent in-network
agreements. The lower reimbursement rate and our expectation for
payment delays under the new internal dispute resolution process
contributes to Air Methods' weaker cash flow prospects and
liquidity relative to our previous estimates. Our analysis also
incorporates the relative unprofitability of its Medicare and
Medicaid business, which comprise about 65% of its net transport
revenue. This could adversely affect the company's pricing and
billing practices and reduce the profitability of emergency
transport firms. That said, we believe regulators appreciate the
social benefits these companies provide by saving lives.
"Our assessment of the company's financial risk profile as highly
leveraged reflects its corporate decision-making that prioritizes
the interests of its controlling owners, in line with our view of
the majority of rated entities owned by private-equity sponsors.
Our assessment also reflects the generally finite holding periods
and a focus on maximizing shareholder returns."
AIR METHODS: US$1.25B Bank Debt Trades at 45% Discount
------------------------------------------------------
Participations in a syndicated loan under which Air Methods Corp is
a borrower were trading in the secondary market around 54.6
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$1.25 billion facility is a term loan. The loan is scheduled
to mature on April 21, 2024. About US$1.19 billion of the loan is
withdrawn and outstanding.
Air Methods Corporation provides ambulance services.
ALASKA AIR: Egan-Jones Retains B Sr. Unsec. Debt Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on October 24, 2022, retains B foreign
currency and local currency senior unsecured ratings on debt issued
by Alaska Air Group Inc.
Headquartered in SeaTac, Washington, Alaska Air Group, Inc. is an
airline holding company.
ALLEN MEDIA: US$660M Bank Debt Trades at 17% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Allen Media LLC is
a borrower were trading in the secondary market around 83.5
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$660 million facility is a term loan. The loan is scheduled
to mature on February 10, 2027. The amount is fully withdrawn and
outstanding.
Allen Media LLC operates as a media company. The Company
specializes in video production, photography, senior pictures,
business portraits, graphic design work, photo editing, and
screenplay analysis services.
AMERICAN AIRLINES: Egan-Jones Retains B- Sr. Unsec. Debt Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on October 25, 2022, retained its B-
foreign currency and local currency senior unsecured ratings on
debt issued by American Airlines Group Inc.
EJR also retained its B foreign currency and local currency ratings
on commercial paper issued by the Company.
Headquartered in Fort Worth, Texas, American Airlines Group Inc.
operates an airline.
AMYNTA GROUP: S&P Rates New $150MM First-Lien Term Loan 'B-'
------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue rating to Amynta Group's
proposed $150 million first-lien term loan due in 2025. The
recovery rating is '3', indicating S&P's expectation for meaningful
(40%-60%; rounded estimate: 55%) recovery of principal in the event
of default.
S&P expects the company to use the proceeds to repay its existing
$42.5 million revolver draw and add additional cash to the balance
sheet to support future acquisitions.
The existing issue ratings on Amynta's first-lien credit facility
and the long-term issuer credit ratings (both rated 'B-') are
unaffected by the incremental debt raise.
Amynta is a collection of warranty and specialty risk companies
that underwrites and administers non-life contracts. The company's
business mix allowed it to have 4.6% growth year to date (3.0%
organic) as its managing general agent (MGA) and specialty risk
businesses were more than enough to offset weaknesses in warranty.
Its leading business, managing general agent, underwrites various
commercial lines of business, representing approximately 59.1% of
net revenues. This segment had benefitted from generally strong
pricing and favorable exposure growth trends. The second largest
segment is warranty, which includes approximately 29.9% of net
revenues, has contracted year to date as supply chain disruptions
and cooling consumer spending affect growth opportunities.
Specialty risk, which makes up the remaining 11% of net revenues,
had strong growth year to date. S&P said, "While we expect the
negative pressures facing the warranty business will persist, we
believe better performance from the MGA and specialty risk
businesses will help offset the pressures. As a result, we also
expect modest expansion in EBITDA margins."
S&P said, "Our assessment of the company's financial risk profile
assumes a highly leveraged capital structure given the ownership by
financial sponsor Madison Dearborn Partners. Its pro-forma leverage
ratio, including the present value of operating leases and
potential earn-out liabilities, was approximately 6.5x for the 12
months ended Sept. 30, 2022. We expect pro forma leverage to rise
modestly to about 7.0x and expect it to stay relatively flat by the
end of 2022. As the company demonstrated in the past, we expect
business to grow through acquisitions (last two deals in the
warranty space) with future acquisitions to be more focused within
MGA. As a result, we expect modest improvement to leverage in the
near-term, as the recently raised funds are deployed and leverage
is expected to increase as the company continues to seek inorganic
expansion opportunities. We expect pro-forma EBITDA interest
coverage around 1.5x, as higher benchmark rates and a wider spread
for the newly issued debt increased interest expense faster than
EBITDA. We also expect the company to operate within the range of
our base-case expectations with debt to EBITDA of 7.0x-7.5x and
coverage of 1.2-1.7x."
APEX SIERRA: Seeks to Hire Eric A. Liepins as Legal Counsel
-----------------------------------------------------------
Apex Sierra Hermosa TX, LP seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Eric A. Liepins,
PC as its bankruptcy counsel.
The Debtor requires legal assistance to liquidate its assets,
reorganize claims of the estate, and determine the validity of
claims asserted against the estate.
The hourly rates of the firm's attorney and staff are as follows:
Eric A. Liepins $275 per hour
Paralegals and Legal Assistants $30 - $50 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $7,500, plus the filing fee.
Eric Liepins, Esq., the firm's sole shareholder, 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:
Eric A. Liepins, Esq.
Eric A. Liepins, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About Apex Sierra Hermosa TX
Fort Worth, Texas-based Apex Sierra Hermosa TX, LP sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Tex. Case No. 22-42638) on Nov. 1, 2022, with up to $50
million in assets and up to $10 million in liabilities. Aron
Puretz, representative of the Debtor's general partner, signed the
petition.
Judge Mark Mullin oversees the case.
Eric A. Liepins, Esq., is the Debtor's legal counsel.
ARCH RESOURCES: Moody's Hikes CFR to B1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded Arch Resources, Inc.'s corporate
family rating to B1 from B2, and the probability of default rating
to B1-PD from B2-PD. The rating on its senior secured first lien
term loan, and the rating on its senior secured revenue bonds for
WEST VIRGINIA ECONOMIC DEVELOPMENT AUTHORITY have been affirmed at
B2. The Speculative Grade Liquidity Rating ("SGL") of SGL-1 is
unchanged. The rating outlook has been revised to stable from
positive.
"The upgrade of Arch's CFR to B1 reflects significant gross debt
reduction this year using free cash flow that resulted from a
strong price environment for both thermal and metallurgical coal",
said Sandeep Sama, Moody's Vice President – Senior Analyst and
lead analyst for Arch Resources, Inc., adding "the affirmation of
the instrument ratings at B2 reflects the priority and proportion
of secured debt now ahead of the rated instruments in the debt
capital structure."
Governance considerations under Moody's ESG framework – including
financial strategy – were key drivers of the rating action.
Upgrades:
Issuer: Arch Resources, Inc.
Corporate Family Rating, Upgraded to B1 from B2
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Affirmations:
Issuer: Arch Resources, Inc.
Senior Secured First Lien Term Loan B, Affirmed B2 (LGD4)
Issuer: WEST VIRGINIA ECONOMIC DEVELOPMENT AUTHORITY
Senior Secured Revenue Bonds, Affirmed B2 (LGD4)
Outlook Actions:
Issuer: Arch Resources, Inc.
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
Arch's B1 CFR reflects its diverse portfolio of seven coal mining
assets in the US, with exposure to both metallurgical and thermal
coal, low gross debt levels following significant debt paydown this
year, strong cash flow generation potential of its portfolio, and
the cash reserve established towards the reclamation costs for
their thermal assets. The rating is constrained by concentration of
earnings and cash flow around three mines – Black Thunder thermal
coal mine in the PRB, the Leer mining complex in Northern
Appalachia, and the new Leer South mining complex in Northern
Appalachia. The rating also reflects the inherent volatility in met
coal prices, as well as the ongoing secular decline in domestic
demand for thermal coal.
Owing to the strong pricing environment for both thermal and
metallurgical coal over the past 12 months, Arch generated a
significant amount of free cash flow, and allocated a majority of
it towards gross debt reduction. Arch was able to reduce unadjusted
gross debt from $605 million at year-end 2021, to $178 million at
September 30, 2022. Additionally, Arch has set aside $130 million
towards the funding for long-term asset retirement obligation
associated with its thermal assets.
Moody's believes that investor concerns about the coal industry's
ESG profile are still intensifying and, notwithstanding current
strength in coal pricing and better debt trading levels, coal
producers will be increasingly challenged by access to capital
issues in the 2020s. An increasing portion of the global investment
community is reducing or eliminating exposure to the coal industry
with greater emphasis on moving away from thermal coal. A shift
toward metallurgical coal, compared to a legacy position more
focused on thermal coal, is an emerging positive factor from an ESG
standpoint. Moody's expects that Arch will shift in this direction
but maintain substantial thermal coal operations with a slow but
steady scale down to occur in the coming years. The aggregate
impact on the credit quality of the coal industry is that debt
capital will become more expensive over this horizon, particularly
in the public bond markets and other business requirements, such as
surety bonds, which together will lead to much more focus on
individual coal producers' ability to fund their operations and
articulate clearly their approach to addressing environmental,
social, and governance considerations -- including reducing net
debt in the near-to-medium term.
The SGL-1 reflects Moody's expectation for very good liquidity to
support operations over the next 12-18 months. Moody's expects that
the company will generate significant free cash flow in 2023.
The primary source of liquidity beyond internally-generated free
cash flow is the company's cash balance combined with modest
availability under an accounts receivables securitization facility
and an unrated inventory-based revolving credit facility.
The stable outlook reflects Moody's expectation that business
conditions will remain strong over the next 12-18 months, allowing
Arch to continue to generate strong free cash flow, although it
will predominantly be allocated towards shareholder distributions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating with continued strength in the
coal pricing, and any material reduction in non-debt liabilities.
However, the magnitude of rating upside remains constrained by the
ESG and funding challenges faced by the sector over the long-run.
Moody's could downgrade the rating with weakening in metallurgical
coal pricing below long-term averages, expectations for available
liquidity to fall materially, or any meaningful operational issues
at the company's Black Thunder or Leer mines.
Arch Resources is one of the largest coal producers in the United
States. The company has two mining complexes in the Powder River
Basin, four mining complexes in Appalachia, and one mine in
Colorado. The company generated about $3.7 billion of revenue over
the LTM period ending September 30, 2022.
The principal methodology used in these ratings was Mining
published in October 2021.
ARTERA SERVICES: US$135M Bank Debt Trades at 38% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Artera Services LLC
is a borrower were trading in the secondary market around 63
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$135 million facility is a term loan. The loan is scheduled
to mature on March 6, 2026. The amount is fully withdrawn and
outstanding.
Artera Services, LLC provides utility line construction services.
The Company offers installation, repair, and maintenance of gas and
electric distribution lines, as well as civil excavation,
feasibility studies, horizontal directional drilling, and pollution
prevention planning services.
ASHFIELD ACTIVE: Fitch Alters Outlook on 'BB-' IDR to Negative
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the $118 million
Industrial Development Authority of the City of Kirkwood, Missouri
series 2017A bonds issued on behalf of Ashfield Active Living and
Wellness Communities, Inc. d/b/a Aberdeen Heights (Aberdeen) at
'BB-'. Fitch has also affirmed Aberdeen's Issuer Default Rating
(IDR) at 'BB-'.
Fitch has revised the Rating Outlook to Negative from Stable.
Entity/Debt Rating Prior
----------- ------ -----
Ashfield Active Living
and Wellness Communities,
Inc. dba Aberdeen Heights
(MO) LT IDR BB- Affirmed BB-
Ashfield Active Living
and Wellness Communities,
Inc. dba Aberdeen Heights
(MO)/General Revenues/1 LT LT BB- Affirmed BB-
SECURITY
The bonds are secured by a pledge of unrestricted receivables, a
first deed of trust lien on certain property and a debt service
reserve fund.
ANALYTICAL CONCLUSION
The affirmation of the 'BB-' rating reflects Aberdeen's very weak
financial profile in Fitch's forward-looking scenario analysis
coupled with a history of solid operating profitability and
demonstrated financial support from its parent company, which
provides a limited cushion to weather further volatility.
The Negative Outlook reflects Aberdeen's five-year trend of
declining independent living unit (ILU) occupancy, which continued
in fiscal 2022 (fiscal year-end June 30) to a very low 76.5%, which
due to challenges in backfilling vacated ILUs in the face of a high
level of resident turnover.
Although Aberdeen has implemented strategies to help with marketing
and sales, Fitch has a healthy degree of skepticism that these
strategies will be effective in improving ILU occupancy in light of
the declining numbers and high degree of competition in the
community's primary market area (PMA). Over the next year, Aberdeen
will need to clearly demonstrate that these strategies are working
in order for Fitch to have the confidence that the community's
financial performance and balance sheet cushion will stabilize,
even if at a very weak level, and continue to support the 'BB-'
rating.
KEY RATING DRIVERS
Revenue Defensibility: 'bb'
Weakened ILU Occupancy
Fitch assesses Aberdeen's revenue defensibility as weak, which
reflects the continued trend of weakening ILU occupancy over the
last five years. After averaging in well above 90% in prior years,
management reports ILU occupancy began declining in 2017 due to
heightened transitions through the continuum of care, attributable
to an aging resident population and community maturation, with
Aberdeen having opened in 2011.
Occupancy further deteriorated during the coronavirus pandemic due
to restrictions on move-ins and potential new resident visits,
falling to 81% in fiscal 2021 from 86% in fiscal 2020. Although
move-ins have picked up since restrictions were lifted, transitions
through the continuum continue and competition in the PMA has
increased, pressuring Aberdeen's ability to rebuild ILU occupancy.
As of June 30, 2022, ILU occupancy was 76.5%, assisted living unit
(ALU) occupancy 86.7%, skilled nursing facility (SNF) occupancy
100%, and memory care (MC) occupancy 100%.
Aberdeen's weighted average entrance fees are approximately $683
thousand, which is affordable relative to resident net worth levels
and local real estate values. However, it operates in a highly
competitive market with eight other life plan communities (LPCs)
and a number of standalone ILUs, ALUs, and SNFs in its primary
market area (PMA). Management reports that a competitor's ILU
expansion came online in recent years, further impacting Aberdeen's
ability to fill ILUs.
In order to address falling occupancy, management recently
restructured its contract prices and provided additional sales
training provided to Aberdeen staff in fiscal 2022. Management
reports leads and sales activity have increased since the staff
training and contract restructuring, but it is uncertain at this
time whether these strategies will successfully rebuild and
stabilize ILU occupancy over the next few years.
Operating Risk: 'bb'
Adequate Operations; Weak Capital-Related Metrics
Fitch assesses Aberdeen's operating risk as weaker, primarily
reflecting its weak capital-related metrics, as its weakening
revenues and cash flows have pressured the community's already high
debt burden. MADS of about $7.8 million translated to a very high
35.4% of fiscal 2022 revenues, and revenue-only MADS was a weak
0.5x.
While certain of Aberdeen's profitability metrics have historically
been strong, with five-year average net operating margin (NOM) and
NOM-adjusted averaging 20.5% and 31.6%, its operating ratio has
trended softer, averaging 106.2% over the same period. Operating
metrics weakened in fiscal 2022 as a result of ILU occupancy
pressures; unaudited results show 11.7% NOM, 30.3% NOMA and 116.2%
operating ratio.
Management reports Aberdeen's potential expansion plans are on hold
until existing ILU occupancy recovers. Any ILU future expansion
would be limited to a maximum of 14 cottages. Aberdeen is also
exploring adding more skilled nursing and memory care units (MCUs)
to address strong demand for those service lines. Aberdeen has no
debt capacity at the current rating level, and debt issuance
associated with an expansion would pressure the rating.
Financial Profile: 'bb'
Weak Financial Profile
In the context of Aberdeen's weak revenue defensibility and weak
operating risk assessments, Fitch assesses its financial profile as
'bb'. Aberdeen ended fiscal 2022 with thin cash-to-adjusted debt of
approximately 29.5%. In fiscal 2021 despite a sizeable $2 million
transfer from the parent company, MADS coverage of 1.1x was below
the 1.2x debt service covenant which triggered a management
report.
Unaudited fiscal 2022 results show Aberdeen meeting its debt
service coverage requirement of 1.2x and management expects to meet
its debt service coverage requirement in fiscal 2023. Aberdeen had
423 days cash on hand, which provides an adequate liquidity cushion
and is neutral to the rating. Given its thin financial cushion,
Aberdeen's balance sheet is susceptible to further pressure if ILU
occupancy does not improve over the next year.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A failure to improve and sustain ILU occupancy over the next
year;
- MADS coverage trending below the 1.2x rate covenant requirement
in fiscal 2023;
- Any decline in liquidity or a debt issuance that weakens
Aberdeen's cash-to-debt to any degree.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- A recovery in ILU occupancy to above 90% coupled with substantial
growth in Aberdeen's cash-to-adjusted debt.
CREDIT PROFILE
Aberdeen is a Type-A CCRC located on a 21.7-acre site in Kirkwood,
MO. Its current unit mix consists of 234 ILUs, 30 ALUs, 15 MCUs,
and 38 SNF beds. Most resident agreements include 90%-95%
refundable entrance fee contracts. The refundable portion of the
entrance fee is refunded upon re-occupancy of the unit and receipt
of sufficient proceeds from re-sale. Aberdeen had total revenues of
$20.7 million in fiscal 2022 (unaudited).
Aberdeen is a controlled affiliate of PMMA. Presbyterian Manors,
Inc. (PMI) is another controlled affiliate of PMMA, which owns 15
of the PMMA managed communities and two hospices. The Salina
Presbyterian Manor Endowment Fund is also under the PMI structure.
Day-to-day supervision and management of the community transitioned
from Greystone Management Services Company, LLC to PMMA, with a new
management team taking over in July 2019.
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.
ASURION LLC: US$1.64B Bank Debt Trades at 21% Discount
------------------------------------------------------
Participations in a syndicated loan under which Asurion LLC is a
borrower were trading in the secondary market around 79
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$1.64 billion facility is a term loan. The loan is scheduled
to mature on February 3, 2028. The amount is fully withdrawn and
outstanding.
Asurion, LLC provides wireless handset insurance services. The
company offers replacement of lost, stolen, damaged, and
malfunctioning devices, as well as roadside assistance programs,
technical support, mobile security devices, and electronics
protection.
ASURION LLC: US$2.68B Bank Debt Trades at 21% Discount
------------------------------------------------------
Participations in a syndicated loan under which Asurion LLC is a
borrower were trading in the secondary market around 79
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$2.68 billion facility is a term loan. The loan is scheduled
to mature on January 15, 2029. The amount is fully withdrawn and
outstanding.
Asurion, LLC provides wireless handset insurance services. The
company offers replacement of lost, stolen, damaged, and
malfunctioning devices, as well as roadside assistance programs,
technical support, mobile security devices, and electronics
protection.
AURORA HOSPITALITY: SARE Files Subchapter V Case
------------------------------------------------
Aurora Hospitality Group LLC filed for chapter 11 protection in
Chicago, Illinois, without stating a reason. The Debtor elected on
its voluntary petition to proceed under Subchapter V of chapter 11
of the Bankruptcy Code.
The Debtor, a Single Asset Real Estate, says its principal asset is
located at Route 59 (Lots 4 and 5) on Drexel Ave. Aurora, IL
60504.
According to court filings, Aurora Hospitality Group estimates $1
million to $10 million in total debt to 1 to 49 creditors. The
petition states that funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Dec. 7, 2022 at 01:30 PM at Appear by Telephone 341s only.
About Aurora Hospitality Group
Aurora Hospitality Group LLC is a Single Asset Real Estate (as
defined in 11 U.S.C. Sec. 101(51B)).
Aurora Hospitality Group LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Case No. 22-12930) on November 7, 2022. In the petition filed by
Kenneth Moore, as manager, the Debtor reported assets and
liabilities between $1 million and $10 million each.
William B Avellone has been appointed as Subchapter V Trustee.
The Debtor is represented by the Law Offices of David Freydin Ltd.
AVEANNA HEALTHCARE: US$860M Bank Debt Trades at 23% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Aveanna Healthcare
LLC is a borrower were trading in the secondary market around 77.3
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$860 million facility is a term loan. The loan is scheduled
to mature on July 15, 2028. About US$851 million of the loan is
withdrawn and outstanding.
Aveanna Healthcare LLC provides health care services.
BANROC CORP: Amends District Secured Claims Pay Details
-------------------------------------------------------
Banroc Corp, d/b/a Solara Homes, submitted a Second Amended Plan of
Liquidation for Small Business under Chapter 11, Subchapter V,
dated November 14, 2022.
The Debtor anticipates that the Court will grant the 9019 Motion
and approve the Settlement prior to the hearing to confirm this
Plan. This Second Amended Plan of Liquidation for Small Business
Under Chapter 11, Subchapter V is the culmination of the Debtor's
efforts in the Case. The Plan incorporates the terms of the
Settlement and provides for a sale of the Real Property.
This Plan proposes to sell the following property to Lend More by
way of credit bid on its allowed secured claim2, and in full
satisfaction of all claims that Lend More has against the estate:
(i) the Townhome Lots; (ii) Lot 87; and (iii) Lot 88 (collectively,
the "Fully Encumbered Property"). Importantly, Lend More will be
purchasing the Fully Encumbered Property free and clear all liens,
claims, and encumbrances except those that are senior to Lend
More's claim.
As part of the Settlement, Lend More will also purchase the
following: (i) Lot 85; (ii) Lot 86; and (iii) Lot 89 (collectively,
the "Lightly Encumbered Property") free and clear of all liens,
claims and encumbrances. Lend More's purchase of the Lightly
Encumbered Property will be for $90,000.00 per lot for a total of
$270,000.00. This sale shall be subject to any higher or better
offers that are received by the Debtor for the purchase of the
Lightly Encumbered Property. The proceeds of sale from the Lightly
Encumbered Property will be used to pay those creditors who have
valid and enforceable liens on such property.
Class 3 consists of the Secured Claims of Babcock Ranch Community
Independent Special District ("The District"). Class 3 consists of
the following 2 secured proofs of claim in this Case, both secured
by the Townhome Lots, Lot 85, Lot 86, Lot 87, Lot 88, and Lot 89:
(i) Proof of Claim No. 5 in the amount of $25,740.00; and (ii)
Proof of Claim No. 6 in the amount of $12,065.63. The past due
amounts owed to the District, as asserted in the proof of claims
filed by the District, shall be paid by Lend More in full within 14
calendar days of the sale of the "Collateral" (as defined in the
Settlement Agreement).
In addition, the sale and conveyance of the Collateral and Sale
Property shall not be free and clear of the existing Debt
Assessments and ongoing and future O&M Assessments, Solid Waste
Assessments and Utility Charges (collectively, the "Assessments"),
all of which shall continue as obligations of any purchaser of the
Collateral or Sale Property. At this time, however, the District
has confirmed no Assessments are past due for the Sale Property.
Any order confirming the Plan and any order approving the sale of
the Collateral or the Sale Property free and clear of liens will
provide that any transferee of the Collateral or Sale Property
shall take title to these properties subject to the District's
continuing rights to assess these properties with the Assessments
after such court approved sale or transfer and that the District's
rights to assess these properties with the Assessments after the
entry of any order of this Court approving such sale or transfer
shall be unimpaired.
Class 14 consists of General Unsecured Claims. The Debtor intends
to make a lump sum distribution to the holders of allowed Class 14
claims from the Liquidation Proceeds after all allowed secured
creditors with valid liens on Lot 85, Lot 86, and Lot 89 are paid
in full and all administrative expenses of the estate are paid in
full. The Debtor anticipates that such lump sum payment will be
made within 6 months of the Effective Date. At this time the Debtor
does not anticipate a distribution to holders of allowed Class 14
Claims.
Class 15 is comprised of all equity interests in the Debtor, which
are owned by Mr. Bandinel. All equity interests in the Debtor will
be terminated on the Effective Date, and no holder of an equity
interest shall receive a distribution unless and until all allowed
claims in Classes 1 through 14 are paid in full.
Payments required under the Plan will be funded from the
Liquidation Proceeds.
A copy of the Second Amended Plan of Liquidation dated November 14,
2022, is available at https://bit.ly/3Ofr7oA from
PacerMonitor.com.
Counsel for Banroc Corp d/b/a Solara Homes:
Michael R. Dal Lago, Esq.
Christian Garrett Haman, Esq.
Jennifer M. Duffy, Esq.
DAL LAGO LAW
999 Vanderbilt Beach Road, Suite 200
Naples, FL 34108
Telephone: (239) 571-6877
Email: mike@dallagolaw.com
chaman@dallagolaw.com
jduffy@dallagolaw.com
About Banroc Corp.
Banroc Corp. is a Naples, Fla.-based company engaged in real estate
business.
Banroc Corp. filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01258) on Sept. 22,
2021, listing $2,925,000 in assets and $4,261,913 in liabilities.
Debra Jackson serves as Subchapter V trustee.
Judge Caryl E. Delano oversees the case.
Mike Dal Lago, Esq., at Dal Lago Law and NJ Law, PLLC, serve as the
Debtor's bankruptcy counsel and special litigation counsel,
respectively.
BATH & BODY WORKS: Egan-Jones Retains BB Sr. Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on October 18, 2022, retained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Bath & Body Works Inc.
Bath & Body Works, Inc. is an American specialty retailer based in
Columbus, Ohio.
BED BATH: Egan-Jones Cuts Foreign Currency Unsec. Rating to CCC
---------------------------------------------------------------
Egan-Jones Ratings Company, on October 19, 2022, lowered the
foreign currency senior unsecured rating on debt issued by Bed Bath
& Beyond Inc. to 'CCC' from 'CCC+'. EJR retained its 'CCC' local
currency senior unsecured rating on debt issued by the Company.
EJR also retained its 'C' foreign currency and local currency
ratings on commercial paper issued by the Company.
Headquartered in Union, New Jersey, Bed Bath & Beyond Inc. operates
a nationwide chain of retail stores.
BERWICK CLINIC: Amends Unsecured Claims Pay Details
---------------------------------------------------
Berwick Clinic Company, LLC, submitted a Third Amended Small
Business Plan of Reorganization under Subchapter V dated November
14, 2022.
Prepetition, the Debtor operated 6 clinics at various locations in
the Berwick Pennsylvania area. Shortly after the petition date,
Debtor closed various locations that were not cost-effective or did
not have sufficient professionals. Dr. John Guerriero has opened a
vascular clinic in his own name at the same location with the same
staff as of November 1, 2022.
Postpetition until the vascular clinic ceased operating by seeing
patients, the vascular clinic in Berwick, Pennsylvania employed
approximately 10 employees, 1 Nurse Practitioner, and 1 employed
physician. On the date of the filing of this Plan, November 14,
2022, 1 nurse practitioner, who is overseen by Dr. Guerriero, and 2
other staff for the patient transition protocol, work for the
Debtor.
Prepetition, Debtor was a party to lawsuits by 2 of the former
nurse practitioners for unpaid wages. These Pennsylvania state
Court lawsuits were, Gregor v Debtor, Case No. 2022-570, and Hall v
Debtor, Case No. 2022-571, both of which are stayed and pending.
Postconfirmation, the Debtor believes that the lawsuits will be
resolved in light of the Debtor's bankruptcy plan. The Debtor
believes that Mr. Gregor is entitled to a priority claim in the
amount of the statutory maximum of $15,150.00, and Ms. Hall is
entitled to a priority claim of $15,150.00.
The Debtor does not anticipate objecting to the proofs of claim
filed by Mr. Gregor and Ms. Hall. Mr. Gregor has claimed
$124,968.00 ($15,150 priority and $109,818 general unsecured)[Proof
of Claim No. 8], and Ms. Hall has claimed $137,013.85 ($15,150
priority and $121,863.85 general unsecured) [Proof of Claim No.
7].
General unsecured Claims are not secured by property of the estate
and are not entitled to priority under § 507(a) of the Code. The
Class GUC shall be paid pursuant to the Plan in full satisfaction
of their claims. Because it is unclear as to the base amount of
claims, it cannot be determined what percentage unsecured creditors
will receive. In any event, general unsecured creditors will
receive a greater distribution than they would in a chapter 7
liquidation.
Plan payments will be made by the Debtor directly. Debtor
anticipates that the allowed amount of general non priority
unsecured claims will be approximately $529,157.33 after the PPP
loans are forgiven and the insider claims are subordinated for
purposes of payment but not voting. Upon the Effective Date,
$25,000 shall be distributed for payment of the general unsecured
creditor class, to be distributed pro rata. Debtor shall also pay
all net receivable proceeds to the general unsecured class, in an
additional amount of up to $28,000, on a quarterly basis while it
continues to collect receivables.
The Debtor shall submit quarterly collection reports to the
Subchapter V Trustee who shall monitor the collections, in addition
to the reports required by the Office of the United States
Trustee's guidelines. Any post-confirmation fees incurred by the
Subchapter V Trustee shall be paid by the Debtor without the
necessity for the Subchapter V Trustee to file a fee application.
The Effective Date shall be 60 days after the Order Confirming Plan
becomes a final Order not subject to appeal.
The bankruptcy case shall remain open for at least 12 months after
the Effective Date to allow the Debtor to continue to collect on
receivables and provide the Subchapter V Trustee with sufficient
collection information, unless the Debtor and the Subchapter V
Trustee agree that keeping the case open for collections for that
period of time is not cost-effective or otherwise prudent, and
agree that the case should be closed sooner, after Court approval.
The financial projections which are attached project out income and
expenses through the end of 2024. It is unlikely that it will be
cost effective for the Debtor to continue to collect receivables
for more than through the end of 2024, and thus projections are not
provided after the end of 2024.
Fayette Holdings, Inc., which is owned solely by Priyam Sharma, is
the sole equity holder of the Debtor. Notwithstanding anything else
in this Plan or 11 U.S.C. § 1141(d)(1)(B), Priyam Sharma shall
retain her equity interest through Fayette Holdings in the Debtor
in the same manner, nature, and extent as prior to the Petition
Date. Upon the completion of the Plan Payments, Ms. Sharma shall
own the Debtor free and clear of all liens, claims and encumbrances
as the Plan Payments shall be in full satisfaction of all claims
and administrative expenses.
On the Effective Date, Priyam Sharma shall contribute sufficient
funds in cash to fund the Plan Payments (the "Exit Financing") in
addition to cash on hand and the collection of receivables. Priyam
Sharma shall also loan Debtor $23,000 without interest to assist in
making the Plan Payments, which shall be repaid without interest
over the Plan Term. Upon the payment of the Plan Payments, all
liens, claims, encumbrances and expenses as to Debtor shall be
deemed satisfied and Priyam Sharma shall own the Debtor free and
clear of all liens, claims and encumbrances.
It is contemplated that the amount of the Exit Financing will be
$103,000 in cash based upon current estimates as to, inter alia,
the initial cash balance.
As of the Effective Date the Operating Agreement of Berwick Clinic
Company, LLC ("Operating Agreement") and any other organizational
documents of Debtor shall be modified and amended to the extent
required by Section 1123(a)(6) and Section 1123(a)(7) of the
Bankruptcy Code and all reorganized Debtor interests issued by
Debtor to equity holders of Debtor shall be subject to such
Operating Agreement and organizational documents, as amended, and
shall not be modified during the Plan term. For purposes of
clarification, Priyam Sharma shall continue to be the sole officer
and manager of the Debtor postconfirmation, and Debtor shall not
issue any further equity interests during the Plan term. Debtor
believes that these provisions are consistent with the interests of
creditors and equity security holders and with public policy with
respect to the manner of selection of Ms. Sharma as the sole
officer and manager of Debtor postconfirmation.
A full-text copy of the Third Amended Plan dated November 14, 2022,
is available at https://bit.ly/3V2K7J0 from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Robert Bassel, Esq.
P.O. Box T
Clinton, MI 49236
Phone: (248) 835-7683
Email: bbassel@gmail.com
About Berwick Clinic Company
Berwick Clinic Company, LLC, operates a health-care business in
Bloomfield Hills, Mich.
Berwick Clinic filed a Chapter 11 petition (Bankr. E.D. Mich. Case
No. 22 45589) on July 18, 2022, disclosing $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. Priyam
Sharma, a principal at Berwick Clinic, signed the petition.
Judge Lisa S. Gretchko oversees the case.
Berwick Clinic tapped Robert Bassel, Esq., a practicing attorney in
Clinton, Mich., to handle its Chapter 11 case.
BLACKBERRY LTD: Egan-Jones Retains CCC Sr. Unsecured Debt Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on October 20, 2022, retained its CCC
foreign currency and local currency senior unsecured ratings on
debt issued by BlackBerry Ltd.
EJR also retained its C foreign currency and local currency ratings
on commercial paper issued by the Company.
Headquartered in Waterloo, Canada, BlackBerry Limited provides
intelligent security software solutions.
BLUE DOLPHIN: Posts $6.45 Million Net Income in Third Quarter
-------------------------------------------------------------
Blue Dolphin Energy Company has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing
a net income of $6.45 million on $128.27 million of total revenue
from operations for the three months ended Sept. 30, 2022, compared
to a net loss of $2.93 million on $80.39 million of total revenue
from operations for the three months ended Sept. 30, 2021.
"We reported another quarter of strong operational performance as
refining fundamentals remained strong," said Jonathan P. Carroll,
chief executive officer of Blue Dolphin Energy Company.
For the nine months ended Sept. 30, 2022, the Company reported a
net income of $22.34 million on $375.07 million of total revenue
from operations compared to a net loss of $10.20 million on $209.24
million of total revenue from operations for the same period in
2021.
As of Sept. 30, 2022, the Company had $89.80 million in total
assets, $88.80 million in total liabilities, and $1 million in
total stockholders' equity.
Bankruptcy Warning
Blue Dolphin stated, "Management determined that certain factors
raise substantial doubt about our ability to continue as a going
concern. These factors include defaults under secured loan
agreements, substantial current debt, margin volatility, historical
net losses and working capital and equity deficits...Our
consolidated financial statements assume we will continue as a
going concern and do not include any adjustments that might result
from this uncertainty. Our ability to continue as a going concern
depends on sustained positive operating margins and adequate
working capital for, amongst other requirements, purchasing crude
oil and condensate and making payments on long-term debt. If we
are unable to process crude oil and condensate into sellable
refined products or make required debt payments, we may consider
other options. These options could include selling assets, raising
additional debt or equity capital, cutting costs, reducing cash
requirements, restructuring debt obligations, or filing a petition
for bankruptcy."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/793306/000165495422015280/bdco_10q.htm
About Blue Dolphin
Headquartered in Houston, Texas, Blue Dolphin Energy Company --
http://www.blue-dolphin-energy.com-- is an independent downstream
energy company operating in the Gulf Coast region of the United
States. The Company's subsidiaries operate a light sweet-crude,
15,000-bpd crude distillation tower with approximately 1.2 million
bbls of petroleum storage tank capacity in Nixon, Texas. Blue
Dolphin was formed in 1986 as a Delaware corporation and is traded
on the OTCQX under the ticker symbol "BDCO."
Blue Dolphin reported a net loss of $12.84 million for the 12
months ended Dec. 31, 2021, compared to a net loss of $14.46
million for the 12 months ended Dec. 31, 2020. As of March 31,
2022, the Company had $67.69 million in total assets, $87.84
million in total liabilities, and a total stockholders' deficit of
$20.15 million.
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated April 1, 2022, citing that the Company is in default under
secured and related party loan agreements and has a net working
capital deficiency. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.
BLUE MOON PROPERTY: Files Subchapter V Bankruptcy Case
------------------------------------------------------
Blue Moon Property Group LLC filed for chapter 11 protection in the
District of Oregon. The Debtor elected on its voluntary petition
to proceed under Subchapter V of chapter 11 of the Bankruptcy
Code.
According to court filings, Blue Moon Property Group LLC estimates
$1 million to $10 million in debt to 1 to 49 creditors. The
petition states that funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Dec. 14, 2022, at 1:00 PM at 341 Meeting via Telephone (UST). Dial
866-564-0532, passcode 8835427.
Proofs of claim are due by Jan. 18, 2023.
About Blue Moon Property Group
Blue Moon Property Group LLC is a real estate company in
Marylhurst, Oregon.
Blue Moon Property Group LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Or.
Case No. 22-31873) on November 9, 2022. In the petition filed by
Mark Allen, as manager, the Debtor reported assets and liabilities
between $1 million and $10 million
Amy E Mitchell has been appointed as Subchapter V trustee.
The Debtor is represented by:
DOUGLAS R RICKS
17600 Pacific Hwy Unit 338
Marylhurst, OR 97036
BLUE SEVEN: Taps Dawn Brady of Essential Bookkeeping as Accountant
------------------------------------------------------------------
Blue Seven, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire Dawn Brady of Essential
Bookkeeping Solutions to provide accounting services.
Ms. Brady, president of Essential Bookkeeping Solutions, has agreed
to be compensated at a rate of $145 per hour.
In court filings, Ms. Brady disclosed that her firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
Ms. Brady can be reached at:
Dawn Brady
Essential Bookkeeping Solutions
925 Park Ave Ste. 3
Orange Park, FL 32073
Phone: +1 904-284-2188
Email: Dawn@ebsqb.com.
About Blue Seven
Blue Seven, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00776) on April
17, 2022, with up to $500,000 in both assets and liabilities. Judge
Jason A. Burgess oversees the case.
The Debtor tapped Adina L Pollan, Esq., at Pollan Legal as
bankruptcy counsel; the Law Office of John E. Terrel, P.A. as
special counsel; and Dawn Brady of Essential Bookkeeping Solutions
as accountant.
BOEING CO: Egan-Jones Lowers Sr. Unsecured Debt Ratings to B+
-------------------------------------------------------------
Egan-Jones Ratings Company, on October 31, 2022, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Boeing Co/The to B+ from BB-.
Headquartered in Arlington, Virginia, Boeing Company operates as an
aerospace company.
BOY SCOUTS: Insurers Ask Court to Overturn Chapter 11 Plan
----------------------------------------------------------
Rick Archer of Law360 reports that a group of 15 insurers Monday,
November 7, 2022, asked a Delaware district judge to overturn the
Boy Scouts of America's Chapter 11 plan, saying the Scouts had been
"strong-armed" by tens of thousands of dubious sexual abuse claims
into granting a windfall to mass tort lawyers at their expense.
As reported in the TCR, more than a dozen insurers that opposed the
Chapter 11 plan of the Boy Scouts of America filed notices of
appeal Sept. 21, 2022, in Delaware's bankruptcy court, with respect
to the order confirming the Boy Scout's bankruptcy-exit plan.
To recall, on Sept. 8, 2022, the Bankruptcy Court approved the Boy
Scouts' chapter 11 plan of reorganization, establishing the overall
framework for a survivor trust that will evaluate and pay claims.
Plan approval comes more than two and half years after the case was
filed and after parties agreed to a sex abuse victims fund of
around $2.7 billion for 82,000 adults who allege they were sexually
abused in their youth as scouts.
Insurers that did not join the settlements and are appealing
approval of the Plan are:
* National Union Fire Insurance Company of Pittsburgh, Pa.,
Lexington Insurance Company, Landmark Insurance Company, and The
Insurance Company of the State of Pennsylvania;
* Travelers Casualty and Surety Company, Inc. (f/k/a Aetna
Casualty & Surety Company), St. Paul Surplus Lines Insurance
Company and Gulf Insurance Company;
* The Continental Insurance Company and Columbia Casualty
Company;
* Allianz Global Risks US Insurance Company, National Surety
Corporation, and Interstate Fire & Casualty Company;
* Argonaut Insurance Company and Colony Insurance Company;
* Arrowood Indemnity Company;
* Liberty Mutual Insurance Company;
* Old Republic Insurance Company;
* General Star Indemnity Company;
* Indian Harbor Insurance Company, on behalf of itself and as
successor in interest to Catlin Specialty Insurance Company;
* Munich Reinsurance America, Inc., formerly known as American
Re-Insurance Company;
* Arch Insurance Company;
* Great American Assurance Company f/k/a Agricultural Insurance
Company, Great American E&S Insurance Company f/k/a Agricultural
Excess and Surplus Insurance Company, and Great American E&S
Insurance Company;
* Gemini Insurance Company; and
* Traders and Pacific Insurance Company, Endurance American
Specialty Insurance Company, and Endurance American Insurance
Company.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor.
Omni Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOYD GAMING: Egan-Jones Hikes Foreign Currency Unsec. Rating to BB-
-------------------------------------------------------------------
Egan-Jones Ratings Company, on October 18, 2022, raised the foreign
currency senior unsecured rating on debt issued by Boyd Gaming Corp
to 'BB-' from 'B+'. EJR on the other hand retained the 'BB-' local
currency senior unsecured rating on debt issued by Boyd Gaming
Corp.
Headquartered in Las Vegas, Nevada, Boyd Gaming Corporation owns
and operates several gaming properties throughout the United
States.
BRIAR BUILDING: Choudhri Can Raise Release and Waiver Defenses
--------------------------------------------------------------
Bankruptcy Judge Eduardo Rodriguez grants in part the Motion to
Reconsider filed by the Defendant Mohammad Ali Choudhri in the
adversary case styled IN RE: BRIAR BUILDING HOUSTON LLC, Chapter
11, Debtor. GEORGE M LEE, Plaintiff, v. MOHAMMAD ALI CHOUDHRI,
Defendant, Case No. 18-32218, Adversary No. 20-3395, (Bankr. S.D.
Tex.).
On April 4, 2021, the Court entered its Comprehensive Scheduling,
Pre-Trial & Trial Order affirming and incorporating the Joint
Discovery/Case Management Plan ("26(f) Order") — which required
the parties to serve their initial disclosures under Federal Rule
of Civil Procedure 26(a), including documents in support of the
party's claims or defenses, no later than April 9, 2021. The 26(f)
Order identified the close of the discovery period as Feb. 1,
2022.
During the May 25, 2022 evidentiary hearing on the Plaintiff's
Motion to Compel and Motion to Compel Supplement, the Court granted
in part the Plaintiff's Motion, and among other things, struck all
of Defendant's Affirmative Defenses.
The Court observes that the Defendant has engaged in a routine
pattern of unwillingness to cooperate with basic discovery requests
since the inception of this case and only began to produce
documents with regard to his Affirmative Defenses on May 23, 2022,
two days before the Court's hearing on the Motion to Compel to
Compel Discovery and more than a year after the Court's 26(f) Order
deadline to produce these documents. Furthermore, the Defendant
waited until Sept. 27, 2022, over four months after the Court
issued its Sanctions Order, to file this Motion to Reconsider.
After careful consideration of evidence taken at the Hearing, the
Court carves out two exceptions under its broad authority to revise
his orders pursuant to Rule 54(b). Notwithstanding the Defendant's
failure to timely turn over documents relating to his Affirmative
Defenses, the Court finds that the Defendant's Initial Disclosures
do make reference to the "records of proceedings in the related
bankruptcy cases as well as the forbearance agreement entered into
May 11, 2018."
In addition, the Court finds that the Plaintiff is also intimately
familiar with the May 11, 2018 Forbearance Agreement, as he was a
party to this agreement and this agreement constitutes a
significant part of the present case. As such, the Court is
convinced that the Plaintiff was sufficiently on notice that the
Defendant would use the May 11, 2018 Forbearance Agreement in his
defense and that it would not be prejudicial to allow the Defendant
to raise Affirmative Defenses two and nine, waiver and release
respectively, as they relate to the May 11, 2018 Forbearance
Agreement. The Plaintiff also conceded this point at the Hearing.
Accordingly, the Court grants the Defendant's Motion to Reconsider
in part. The Court will reform its Sanctions Order to allow the
Defendant to raise his release and waiver Affirmative Defenses as
it relates to the May 11, 2018 Forbearance Agreement. However, the
rest of the Court's Sanctions Order will remain in effect.
A full-text copy of the MEMORANDUM OPINION dated Nov. 14, 2022, is
available at https://tinyurl.com/2p8vt9xu from Leagle.com.
About Briar Building Houston
Briar Building Houston LLC is a real estate company whose principal
assets are located at 50 Briar Hollow Lane Houston, Texas. Briar
Building Houston sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32218) on April 30,
2018. In the petition signed by George Lee, managing member, the
Debtor estimated assets of $10 million to $50 million and
liabilities of $10 million to $50 million. Judge Eduardo V.
Rodriguez presided over the case. The Debtor tapped Locke Lord LLP
as its legal counsel.
BRIGHT MOUNTAIN: Posts $1.9 Million Net Loss in Third Quarter
-------------------------------------------------------------
Bright Mountain Media, Inc. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1.92 million on $5.24 million of revenue for the three
months ended Sept. 30, 2022, compared to a net loss of $2.89
million on $3.80 million of revenue for the three months ended
Sept. 30, 2021.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $5.22 million on $14.42 million of revenue compared to
a net loss of $9.09 million on $8.64 million of revenue for the
same period in 2021.
As of Sept. 30, 2022, the Company had $30.28 million in total
assets, $41.80 million in total liabilities, and a total
shareholders' deficit of $11.52 million.
Going concern
Historically, the Company has incurred losses, which has resulted
in an accumulated deficit of approximately $111.4 million as of
Sept. 30, 2022. Cash flows used in operating activities were $3.1
million and $4.7 million for the nine months ended September 30,
2022, and 2021, respectively. As of Sept. 30, 2022, the Company
had approximately a $12.7 million in working capital deficit,
inclusive of $412,000 in cash and cash equivalents to cover
overhead expenses.
Bright Mountain said, "The Company's ability to continue as a going
concern is dependent on its ability to meet its liquidity needs
through a combination of factors including but not limited to, cash
and cash equivalents, working capital, the ongoing increase in
revenue through increased sales and strategic capital raises. The
ultimate success of these plans is not guaranteed.
"In considering our forecast for the next twelve months and the
current cash and working capital as of the filing of this Form 10Q,
such matters create a substantial doubt regarding the Company's
ability to meet our financial needs and continue as a going
concern."
Management Commentary
Matt Drinkwater, chief executive officer of Bright Mountain Media,
Inc., stated, "despite macro-economic signals that could impact
advertising budgets, we continue to execute on our strategy and
plan. I am thrilled that our team has delivered another stellar
quarter. We monitor risks to our business and don't guarantee
immunity from such forces, however, we believe our plan to build a
diverse portfolio of digital assets helps us withstand shifts in
any one segment."
"In the third quarter, our Publishing division saw strong demand
from advertisers promoting their back-to-school initiatives. One
reason we love the "parenting" vertical is that our audience of
household purchase decision makers have consumer staple products
they need for the family. These purchases have to happen in a
family, even if shifting from a premium to a value brand, for
example. We have less exposure to consumer discretionary
advertising categories and that proved out in the third quarter.
Looking ahead, "we see strong momentum in our Technology division
that we believe will carry us through the fourth quarter. We have
several initiatives and announcements planned as we bolster our
Technology division, which is a complement to our Publishing
division. We have seen strong and growing demand for CTV inventory
and our Technology continues to perform very well for CTV
publishers."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1568385/000149315222031650/form10-q.htm
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
www.brightmountainmedia.com -- is engaged in operating a
proprietary, end-to-end digital media and advertising services
platform designed to connect brand advertisers with
demographically-targeted consumers -- both large audiences and more
granular segments -- across digital, social and connected
television publishing formats. The Company defines "end-to-end" as
its process for taking ad buying from beginning to end, delivering
a complete functional solution, usually without requiring any
involvement from a third party.
Bright Mountain reported a net loss of $12 million for the year
ended Dec. 31, 2021, a net loss of $72.71 million for the year
ended Dec. 31, 2020, a net loss of $4.17 million for the year ended
Dec. 31, 2019, and a net loss of $5.22 million for the year ended
Dec. 31, 2018. As of June 30, 2022, the Company had $30.70 million
in total assets, $40.38 million in total liabilities, and a total
shareholders' deficit of $9.68 million.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2021, issued a "going concern"
qualification in its report dated June 10, 2022, citing that the
Company has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
C & L DINERS: Down to 5 Denny's Locations, Files for Chapter 11
---------------------------------------------------------------
C & L Diners LLC and affiliates Pacific Restaurants, LLC, and C & L
Hartford, LLC, filed for chapter 11 protection in the District of
Connecticut. The Debtor elected on its voluntary petition to
proceed under Subchapter V of chapter 11 of the Bankruptcy Code.
The Debtors collectively own and operate five Denny's restaurants
throughout New England, Connecticut, pursuant to franchise
agreements with Denny's Corporation.
C & L Diners has operating locations in Danbury, Conn.; Holyoke,
Mass., and Southington, Conn. Over the past 6 months, it has
closed locations in West Haven, Conn.; Enfield, Mass., Chicopee,
Mass., and Wethersfield, Conn. Pacific operates a store in
Warwick, R.I., and Hartford operates a store in Hartford, Conn.
The Debtors sought Chapter 11 protection due to the same reasons
that other franchise foods restaurants in the casual dining space
have had to file. It is a mixture of shutdowns related to
Covid-19, an increase in food and labor costs, and the fact that
consumers are not visiting casual dining restaurants in the current
economic environment.
According to court filings, C & L Diners LLC estimates $1 million
to $10 million in debt to 1 to 49 creditors. The petition states
that funds will be available to unsecured creditors.
About C & L Diners LLC
C & L Diners LLC, Pacific Restaurants, LLC, and C & L Hartford,
LLC, collectively own and operate five Denny's restaurants
throughout New England.
C & L Diners LLC and affiliates Pacific Restaurants, LLC, and C & L
Hartford, LLC, each filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No.
22-50599 to 22-50601) on Nov. 9, 2022. In the petition filed by
Herman Li, as operating member, C & L Diners reported assets and
liabilities between $1 million and $10 million.
Timothy D. Miltenberger has been appointed as Subchapter V
trustee.
Tara Lynn Trifon of Locke Lord LLP is serving as counsel to the
Debtors.
The 11 U.S.C. Sec. 341(a) meeting of creditors is slated for Dec.
12, 2022.
CAMMAND MACHINING: Unsecureds Will Get $1K per Year for 5 Years
---------------------------------------------------------------
Cammand Machining, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of Michigan a Subchapter V Plan of
Reorganization dated November 14, 2022.
The Debtor proposes this plan of reorganization for the resolution
of outstanding claims against and interest in the Debtor.
The Debtor continues to manage and operate its business as
debtor-in-possession.
Class I consists of the secured claim of Huntington National Bank
in the amount of $1,466,897 ("Secured Amount"). The Subchapter V
Trustee, Counsel for Debtor and Huntington National Bank had
extensive negotiations regarding the treatment of Huntington's
Claims prior to the filing of this Plan. The treatment has been
preliminarily approved by Huntington. At the time of filing the
plan, Huntington is seeking final approval.
Payments of the Secured Amount owed to Huntington, including
interest, costs and attorney fees. The full Secured Amount is due
within 3 years of the effective date of the Plan. Balloon payment
of all principal, interest, costs and attorneys' fees owed to
Huntington due at the end of year 3.
Class II consists of the secured claim of Small Business
Association/Tri County Bank related to a Paycheck Protection
Program. The Debtor's forgiveness of said loan was denied and the
Debtor subsequently appealed, which appeal is currently still
pending.
Class IV consists of the Holders of Allowed Unsecured Claims.
Debtor shall pay $1,000.00 per year for 5 years as set forth in
Plan Projections. The payments will be due on November 1 of each
year of the plan. A Creditor in this class shall receive a pro rata
distribution incident to its allowed general unsecured claim. The
claim of MAC R LLC will not receive a pro rata distribution as an
unsecured claim because the lease is being assumed.
Class V shall consist of the Interests of the equity security
holders in the Debtor. Equity Security Holders shall retain their
interests in the Debtor and Reorganized Debtor.
On the effective date, all of the Debtor's rights, titles, and
interests in and to all Assets shall re-vest in the Debtor to be
operated and distributed by the Debtor pursuant to the provisions
of this Plan.
A full-text copy of the Subchapter V Plan dated November 14, 2022,
is available at https://bit.ly/3GtsG0e from PacerMonitor.com at no
charge.
Counsel for Debtor:
Scott M. Kwiatkowski, Esq.
Goldstein, Bershad & Fried, P.C.
4000 Town Center, Suite 1200
Telephone: (248) 355-5300
Email: scott@bk-lawyer.net
About Cammand Machining
Cammand Machining, LLC, specializes in CNC machining, gun drilling,
and surfacing and design. It is based in Romeo, Mich.
Cammand Machining sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-46398) on Aug. 16,
2022, with up to $50,000 in assets and up to $10 million in
liabilities. Clarence Meltzer, managing member, signed the
petition.
Judge Mark A. Randon oversees the case.
Scott M. Kwiatkowski, Esq., at Goldstein Bershad & Fried PC, is the
Debtor's counsel.
CANADIAN WESTERN: DBRS Confirms BB(high) on Additional Tier 1 Notes
-------------------------------------------------------------------
DBRS Limited (DBRS Morningstar) confirmed its ratings on Canadian
Western Bank (CWB or the Bank), including the Bank's Long-Term
Issuer Rating at A (low) and its Short-Term Issuer Rating at R-1
(low). The trend on all ratings is Stable. The Bank's Intrinsic
Assessment (IA) of A (low) and Support Assessment (SA) of SA3 are
unchanged. The SA3 designation, which reflects no expectation of
timely external support, results in the final rating being
equivalent to the IA.
KEY RATING CONSIDERATIONS
The rating confirmations and Stable trends recognize CWB's
well-established and growing franchise, operating in the
middle-market commercial space across Canada. Furthermore, the Bank
is expanding nationally, particularly into Ontario through organic
growth and targeted loan and wealth portfolio acquisitions. The
ratings also consider the Bank's relatively high exposure to the
real estate sector, including development projects in Western
Canada, ongoing material reliance on brokered deposits and limited
fee-based revenues.
RATING DRIVERS
DBRS Morningstar would upgrade the ratings if CWB were to further
diversify its revenue mix with a material and sustainable increase
in the level of noninterest income. Increased diversification of
the loan book, including a material reduction in the relative
exposure to real estate related finance, while lowering the
proportion of brokered deposits, would also result in a ratings
upgrade.
Conversely, a ratings downgrade would also occur should there be
significant losses in the loan portfolio, especially as a result of
unforeseen weakness in underwriting and/or risk management.
Furthermore, operational issues that would negatively affect the
Bank's implementation of its various organizational systems and
data projects or a reduction in capitalization to levels closer to
regulatory minimums would also result in a ratings downgrade.
RATING RATIONALE
Franchise Combined Building Block (BB) Assessment: Good/Moderate
With assets of $40.4 billion as of July 31, 2022, CWB is Canada's
eighth-largest Schedule I bank by assets, specializing in
commercial lending, leasing, and franchise finance to middle-market
clients. In addition, CWB is active in the Alt-A residential
mortgage space through its CWB Optimum Mortgage business, which
represents below 10% of the total loan book. A large portion of
CWB's commercial lending activities remains within its traditional
markets in Western Canada, although the Bank has been actively
expanding into Eastern Canada over the last decade and has opened
its second banking centre in Markham, Ontario, in July 2022.
Ontario accounted for more than 33% of the total loan growth year
over year (YOY) during the first nine months of F2022 (9M 2022),
largely in the strategically targeted general commercial portfolio.
The Bank expects to further expand its presence in the province
with the opening of a Toronto downtown location in F2023.
Earnings Combined Building Block (BB) Assessment: Good/Moderate
Despite a 13.0% increase in noninterest expense, CWB posted a 2.2%
growth YOY in common shareholders' net income to $242.6 million for
9M 2022. Net interest income grew 5.6% YOY to $699.8 million for 9M
2022 as higher interest revenue more than offset rising interest
expense. However, because of the impact of stronger growth in
lower-yielding portfolios as well as higher interest expense, the
net interest margin declined 7 basis points (bps) YOY to 2.47% for
the same period. In recent years, the Bank has modestly increased
its proportion of noninterest income, which stood at about 12% of
total revenue as of July 31, 2022. CWB's efficiency ratio of 52% is
one of the lowest among its peers because of the Bank's focus on
commercial middle-market lending and its relatively small branch
footprint.
Risk Combined Building Block (BB) Assessment: Strong/Good
CWB has proportionally higher exposure to commercial loans than its
Canadian bank peers as they account for 81% of the Bank's
portfolio, with the real estate sector accounting for 30% of total
loans. The Bank maintains prudent underwriting standards, and these
loans are largely secured. CWB's asset quality remains sound with
impaired loans averaging 0.65% of gross loans over F2017–21. The
ratio further fell to 0.53% during nine months of F2022 compared
with the recent years' peak level of 0.85% in F2020 because of
lower impaired loan formations and an increase in loans returning
to performing status post-pandemic. Nevertheless, DBRS Morningstar
remains cautious that the Bank's concentration risk in the loan
book, including relatively high exposure to real estate related
lending makes it more susceptible to asset-quality deterioration in
the event of a sustained economic downturn compared with its
peers.
Funding and Liquidity Combined Building Block (BB) Assessment:
Good
CWB's funding has been resilient throughout the pandemic, and the
Bank maintained prudent levels of liquidity. The Bank continued to
strengthen its funding profile by increasing directly sourced
deposits, wholesale funding, and use of securitization. Total
deposits, including capital markets increased by 9% to $32.4
billion in the nine months of F2022 compared with $29.6 billion in
the same period of F2021. Branch-raised deposits, primarily
generated in demand and notice products, comprise 63% of total
deposits. Approximately 55% of deposits are fixed term as of Q3
2022, broadly aligning with CWB's loan portfolio.
Capitalization Combined Building Block (BB) Assessment:
Good/Moderate
As with other banks using the standardized approach, CWB's capital
ratios are above regulatory minimums but remain below peer
averages. As of July 31, 2022, CWB's CET1 ratio increased by 10 bps
to 8.9% compared with the same period in 2021. This was primarily
due to retained earnings growth and common shares issued under the
at-the-market equity (ATM) program, which more than offset
risk-weighted asset growth and the accumulated other comprehensive
income loss related to fair value through other comprehensive
income (FVOCI) securities. Capital ratios are expected to improve
as the Bank switches to the Advanced Internal Rating-Based (AIRB)
methodology for capital and risk management. Nevertheless, DBRS
Morningstar is cognizant that the Bank remains exposed to
operational risk as it implements the various projects that would
enable the migration to AIRB. Issuance of additional shares under
its ATM program, however, could help mitigate potential pressures.
All figures are in Canadian dollars unless otherwise noted.
Canadian Western Bank
Debt Rated Rating Trend Action
---------- ------ ----- ------
Long-Term Issuer Rating A (low) Stb Confirmed
Short-Term Issuer Rating R-1 (low) Stb Confirmed
Long-Term Deposits A (low) Stb Confirmed
Long-Term Senior Debt A (low) Stb Confirmed
Short-Term Instruments R-1 (low) Stb Confirmed
NVCC Subordinated Debt BBB (low) Stb Confirmed
NVCC Preferred Shares Pfd-3 Stb Confirmed
NVCC Additional Tier 1
(AT1) Limited Recourse
Capital Notes BB (high) Stb Confirmed
CANO HEALTH: US$644M Bank Debt Trades at 24% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Cano Health LLC is
a borrower were trading in the secondary market around 75.8
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$644 million facility is a term loan. The loan is scheduled
to mature on November 23, 2027. About US$640 million of the loan
is withdrawn and outstanding.
Cano Health, LLC operates primary care centers and supports
affiliated medical practices.
CARMAX INC: Egan-Jones Retains BB- Sr. Unsec. Debt Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on October 19, 2022, retained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by CarMax Inc.
Headquartered in Richmond, Virginia, CarMax, Inc. retails
automobiles.
CARTECH SERVICES: Hires Scott R. Schneider as Bankruptcy Counsel
----------------------------------------------------------------
Cartech Services Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Scott R. Schneider
PC as its bankruptcy counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its powers and duties in the
continued management of its property;
(b) represent the Debtor before the bankruptcy court and at all
hearings on matters pertaining to its affairs;
(c) advise and assist the Debtor in the preparation a
negotiation of a plan of reorganization with its creditors;
(d) prepare legal papers; and
(e) perform all other legal services for the Debtor which may be
desirable and necessary.
The Debtor paid the firm a retainer fee of $10,000, plus $1,717 for
the filing fee.
The firm will be paid at these rates:
Partners $450 per hour
Associates $275 per hour
Paralegals $90 per hour
The firm will be paid a retainer of $4,400.
Scott Schneider, Esq., 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:
Scott R. Schneider, Esq.
Law Offices of Scott R. Schneider PC
117 Broadway
Hicksville, NY 11801
Telephone: (516) 614-4390
About Cartech Services Inc.
Cartech Services Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 22-72982) on October 26, 2022, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by LAW OFFICES OF SCOTT R. SCHNEIDER P.C.
CASTLE US HOLDING: EUR500M Bank Debt Trades at 17% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Castle US Holding
Corp is a borrower were trading in the secondary market around 83
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The EUR500 million facility is a term loan. The loan is scheduled
to mature on January 29, 2027. The amount is fully withdrawn and
outstanding.
Castle US Holding Corporation provides database tools and software
to public relations and communications professionals.
CEDIPROF INC: Seeks Chapter 11 Bankruptcy Protection
----------------------------------------------------
The Center for the Development and Innovation of Pharmaceutical
Products (Cediprof, in Spanish) filed for Chapter 11 bankruptcy
protection at the US Bankruptcy Court in San Juan, listing $33.7
million in debt.
Located in Caguas, Cediprof was established in 2014 as a research,
experimentation, and development center for generic pharmaceutical
products in Puerto Rico. It is a part of the Neolpharma
Pharmaceutical Group family of companies.
At the time, generics pharmaceutical firm Neolpharma invested $12
million in machinery and construction equipment to establish the
2,000 square-foot plant and a 4,000 square-foot warehouse.
Its list of secured creditors is headed by Oriental Bank, which is
owed $3.2 million. The list of unsecured creditors includes
International Finance Corp., to which it owes $15 million, and
Sandoz Inc., which is owed closed to another $15 million.
Over the years, Cediprof has manufactured several generic drug
products. In 2020, Cediprof entered into an interim exclusive
supply and distribution agreement with Philadelphia-based Lannett
Company Inc. for Cediprof's FDA approved Levothyroxine Sodium
Tablets USP, according to a press release.
The interim agreement ended July 31, 2022, at which time, a
previously announced 10-year exclusive supply and distribution
agreement with Cediprof kicked in. That distribution agreement set
off a lawsuit by Sandoz, which claimed breach of a marketing and
distribution contract related to a partnership of 17 years.
In the bankruptcy filing, Cediprof lists some $28 million in
assets.
About CEDIPROF INC
CEDIPROF INC. is a pioneer center for the development of generic
phamaceutical products in solid dosage forms than include tablets,
capsules and controlled release beads.
CEDIPROF INC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 22-03198) on Nov. 4, 2022.
In the petition filed by Marco Monrouzeau Bonilla, as president,
CEO and assistant, the Debtor reported $33.7 million in debt and
$28 million in assets.
The Debtor is represented by CARMEN D CONDE TORRES of C. Conde &
Associates,
CELSIUS NETWORK: Asks Court to Extend Plan Submission Period
------------------------------------------------------------
Celsius Network and its affiliates filed a motion to extend their
exclusive right to file a chapter 11 plan by 141 days through and
including March 31, 2023, and to solicit votes thereon by 142 days
3 through and including May 31, 2023.
The Debtors request an extension of the Exclusivity Periods to
allow the Debtors to begin the plan confirmation process without
the costly disruption that would occur if competing plans were to
be proposed. The Debtors say that their actions to date, and their
projected course for the coming weeks and months, clearly meet the
standards articulated in the Bankruptcy Code and relevant case law
for extending the Exclusivity Periods.
Following their recent leadership changes, the Debtors are
committed to rebuilding trust by engaging and cooperating with all
key stakeholders in these chapter 11 cases, while simultaneously
developing a plan of reorganization that returns cryptocurrency
assets to stakeholders. To accomplish their goal, the Debtors are
currently pursuing a dual-track path of marketing their assets for
sale and developing a standalone reorganization plan.
The Debtors and their advisors, in collaboration with other parties
in interest, are actively developing the structure for a standalone
reorganization that will focus on Celsius' areas of strength and
potential growth, while eliminating noncompliant and unprofitable
offerings. In parallel, the Debtors are running a robust marketing
process for a sale of some or all of the Debtors' assets, and
recently obtained approval for their bidding procedures.
The Debtors remain optimistic that consensus can be built in the
coming months, and the proposed extensions will allow the Debtors
the latitude to continue to pursue the dual‑track process.
In the first four months of these chapter 11 cases, the Debtors and
their advisors have made substantial progress to set the stage for
further discussions surrounding the value-maximizing path forward,
including:
* stabilizing the Debtors' business operations following their
transition into chapter 11 by obtaining relief to continue
operating in the ordinary course of business, including approval of
a number of "first day" and "second day" motions after resolving
issues raised by the Committee and the U.S. Trustee;
* obtaining relief to improve operational liquidity to navigate
through these chapter 11 cases, including relief to monetize mined
Bitcoin in the ordinary course of the Debtors' business and
approving expedited procedures for the sale or abandonment of
certain De Minimis Assets;
* addressing numerous questions, concerns, and issues raised by
employees, vendors, account holders, and other parties in
interest;
* pursuing actions against various counterparties, such as KeyFi
and Prime Trust, in order to maximize available assets of the
Debtors’ estates for the benefit of creditors;
* implementing a number of prudent, cost-cutting measures to
optimize the Debtors' working capital expenditures, including
instituting a number of reductions in force, rejecting burdensome
executory contracts and unexpired leases, resulting in
approximately $70 million of annual headcount cost savings and $80
million of non–headcount annual cost savings;
* negotiating more favorable go-forward terms with vendors,
which has led to the reduction of non–mining expenditures from
approximately $6.1 million to $1.6 million per month and reductions
of mining expenditures from approximately $21.3 million to $13
million per month;
* addressing the concerns of and questions from the Committee,
U.S. Trustee, and the Court regarding the Debtors' cash management,
crypto security, and business operations, among other things, and
developing cash and cryptocurrency reporting and security
protocols;
* transitioning many employee roles in connection with headcount
reduction efforts, at the direction of the Special Committee of the
Board of Directors for Celsius Network Ltd.;
* transitioning to a new senior leadership team following the
resignation of Celsius founder Alex Mashinsky;
* conducting an internal investigation led by the Special
Committee, facilitating the investigation being conducted by the
Committee, answering inquiries from state and federal regulators,
and working with the Examiner while she conducts her examination;
* preparing and filing the Debtors' schedules of assets and
liabilities and statements of financial affairs, which totaled
approximately 30,000 pages, following the review and analysis of
information related to hundreds of thousands of claims, assets, and
contracts of each of the Debtors;
* engaging with and responding to diligence requests from the
Committee, the U.S. Trustee, the ad hoc groups, and the Examiner,
which has resulted in over 100,000 documents produced, over 450
diligence requests answered, weekly calls with the Committee, daily
interactions between the Debtors' advisors and the Committee, and
two in-person meetings with the Committee;
* holding three weekly calls between the Debtors' management
team and their advisors to review, coordinate and produce diligence
responses as quickly as possible;
* engaging with the Committee and other parties in interest on
strategic alternatives;
* filing a motion to permit access to certain custody and
withhold assets to customers, which resulted in a comprehensive
briefing schedule and initial declaration filed;
* filing a motion to permit the Debtors to sell stablecoins for
U.S. dollars, which will provide liquidity as these chapter 11
cases progress;
* working with advisors to develop a business plan that will
form the fundamental underpinnings for a standalone reorganization
and engaging with the Committee and regulatory agencies regarding
possible go–forward strategies;
* advancing the sale and marketing processes for both the sale
of the GK8 assets and substantially all of the Debtors' assets,
executing confidentiality agreements with approximately thirty
interested parties, convening approximately twenty meetings between
management and prospective buyers, and providing over 550 documents
to potential bidders;
* preparing for and participating in seven hearings and status
conferences regarding critical operational relief and threshold
legal questions; and
* filing a motion to establish the claims bar dates in these
chapter 11 cases to facilitate the timely administration of the
Debtors' claims pool, which features a novel noticing regime
tailored to the contours of the cryptocurrency industry.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case
No.22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as legal counsels; Centerview Partners, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Stretto, the claims agent and administrative
advisor, maintains the page https://cases.stretto.com/celsius
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.
CHESAPEAKE ENERGY: Egan-Jones Ups FC Unsecured Rating to BB-
------------------------------------------------------------
Egan-Jones Ratings Company, on October 18, 2022, raised the foreign
currency senior unsecured rating on debt issued by Chesapeake
Energy Corp to BB- from CCC. EJR also raised the local currency
senior unsecured rating on debt issued by the Company to BB- from
B-.
Headquartered in Oklahoma City, Oklahoma, Chesapeake Energy
Corporation produces oil and natural gas.
CHINA FISHERY: CFG Peru Chapter 11 Plan Declared Effective Nov. 7
-----------------------------------------------------------------
Michael Foreman, plan administrator for CFG Peru Investment Pte.
Limited (Singapore), by his attorney, Skadden, Arps, Slate, Meagher
& Flom LLP, filed a notice of effective date of the Chapter 11
pan.
On June 10, 2021, the U.S. Bankruptcy Court for the Southern
District of New York entered the Order Confirming Creditor Plan
Proponents' Chapter 11 Plan for CFG Peru Investments Pte. Ltd.
(Singapore).
All conditions precedent to the Effective Date, including that the
entities party to the UK Proceeding have consummated the UK
Proceeding and the transactions contemplated thereby, have been
satisfied or waived as provided in Article IX of the Chapter 11
Plan, such that the Chapter 11 Plan was substantially consummated,
and the Effective Date occurred, on Nov. 7, 2022.
As reported by the Troubled Company Reporter on June 14, 2021,
Burlington Loan Management DAC and Monarch Alternative Capital LP
(solely on behalf of certain advisory clients and related entities
that hold claims), as Creditor Plan Proponents, filed with the
Bankruptcy Court on June 4, 2021 a Chapter 11 Plan for CFG Peru
Investments Pte., Ltd. (Singapore).
As of the Confirmation Date:
a. the Plan Administrator is appointed as the foreign
representative of CFGI and/or CFG Peru to enforce the Plan, the UK
Proceeding, and/or the Singapore Scheme, under Singapore, English,
Peruvian, Cayman Islands, or other applicable non-United States
law; and
b. the Creditor Plan Proponents, CFG Peru and the Plan
Administrator are each authorized to appoint provisional
liquidators pursuant to Cayman Islands law as they deem necessary
in order to effectuate or support the transactions under the Plan,
the UK Proceeding, and/or the Singapore Scheme.
Following the Confirmation Date, but not later than the Effective
Date, CFG Peru and the Plan Administrator shall cause one or more
Interim Distributions to be made by the Peruvian OpCos for at least
$75 million in the aggregate, provided that the Plan Administrator
may reduce the Interim Distribution Aggregate Amount.
On and after the Effective Date, the Plan Administrator will be
authorized, subject to the Wind-Down Budget, to implement the Plan,
to wind down and dissolve CFG Peru's Estate.
As soon as practicable after the Effective Date, the Plan
Administrator shall:
(1) cause CFG Peru to comply with the terms of the UK Proceeding,
the terms of the Singapore Scheme, and any other documents
contemplated thereby;
(2) appoint a liquidator pursuant to Singaporean law, as
necessary;
(3) to the extent applicable, file a certificate of dissolution or
equivalent document, together with all other necessary corporate
and company documents, to effect the dissolution of CFG Peru under
the applicable laws of the jurisdiction of incorporation or
formation (as applicable).
A copy of the Amended Plan is available for free at
https://bit.ly/2U1th3f from Epiq, claims agent.
Counsel for Burlington Loan Management DAC and Monarch Alternative
Capital LP, as Creditor Plan Proponents (solely on behalf of
certain advisory clients and related Entities that hold Claims):
Patrick J. Nash, Jr., P.C.
Heidi M. Hockberger, Esq.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Email: heidi.hockberger@kirkland.com
- and -
Gregory Pesce, Esq.
White & Case LLP
111 South Wacker Drive, Suite 5100
Chicago, IL 60606
Telephone: (312) 881-5360
Facsimile: (312) 881-5450
Email: gregory.pesce@whitecase.com
About China Fishery Group
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016.
In the petition signed by CEO Ng Puay Yee, China Fishery Group was
estimated to have assets at $500 million to $1 billion and debt at
$10 million to $50 million.
The cases are assigned to Judge James L. Garrity Jr. Weil, Gotshal
& Manges LLP has been tapped to serve as lead bankruptcy counsel
for China Fishery and its affiliates other than CFG Peru
Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer,
Suozzi, English & Klein, P.C., the law firm initially hired by the
Debtors. The Debtors have also tapped Klestadt Winters Jureller
Southard & Stevens, LLP, as conflict counsel; Goldin Associates,
LLC, as financial advisor; RSR Consulting LLC as restructuring
consultant; and Epiq Bankruptcy Solutions, LLC, as administrative
agent. Kwok Yih & Chan serves as special counsel.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one on
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
CHORD ENERGY: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB+
----------------------------------------------------------------
Egan-Jones Ratings Company, on October 21, 2022, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Chord Energy Corp to BB+ from BB.
Chord Energy Corporation is a company engaged in hydrocarbon
exploration and hydraulic fracturing in the Williston Basin in
North Dakota and Montana. It is organized in Delaware and
headquartered in Houston, Texas, with an office in Williston, North
Dakota. The company was formerly known as Oasis Petroleum.
CINEWORLD GROUP: January 2023 Claim Filing Deadline Set
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas set
Jan. 17, 2023, at 5:00 p.m., prevailing Central Time, as last date
and time for persons and entities to file their proofs of claims
against Cineworld Group PLC and its debtor-affiliates.
The Court also set March 6, 2023, at 5:00 p.m., prevailing Central
Time, as deadline for governmental units to file their claims
against the Debtors.
Each proof of claim must be filed or submitted, including
supporting documentation, through any of these methods: (a)
electronic submission through PACEr (Public Access to Court
Electronic Records at https://ecftxsb.uscourts.gov/), (b)
electronic submission using the interface available on the claims
and noticing agent's website at https://cases.ra.kroll/cineworld,
or (c) if submitted through non-electronic means, by U.S. mail or
other hand delivery system, so as to be actually received by the
claims and noticing agent on before the claims bar date,
governmental bar date, or any applicable bar date, as applicable
at, if by first-class mail hand delivery or overnight mail:
Cineworld Group PLC
Claims Processing Center
c/o Kroll Restructuring Administration LLC
850 3rd Avenue, Suite 412
Brooklyn, NY 11232
Further information regarding the claims process and to obtain a
copy of the bar date notice, a proof of claim form or related
documents, contact by (a) calling the Debtors' restructuring
hotline at (844) 64805574 (Toll Free U.S.) or (845) 295-5705
(Non-U.S. Parties); and (b) visiting the Debtors' restructuring
website at https://cases.ra.kroll/cineworld.
About Cineworld Group
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the United States.
According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).
The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.
Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt. Judge Marvin
Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsels; PJT Partners, LP as investment banker;
AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP
as tax services provider. Kroll Restructuring Administration, LLC
is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23,
2022. The committee tapped Weil, Gotshal & Manges, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI
Consulting, Inc. as financial advisor; and Perella Weinberg
Partners, LP as investment banker.
CITY BREWING: US$850M Bank Debt Trades at 37% Discount
------------------------------------------------------
Participations in a syndicated loan under which City Brewing Co LLC
is a borrower were trading in the secondary market around 63.3
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$850 million facility is a term loan. The loan is scheduled
to mature on April 5, 2028. The amount is fully withdrawn and
outstanding.
City Brewing Company, LLC operates as a brewery company. The
Company produces beverages by contract, including beer, malts,
teas, and energy drinks.
CIVITAS RESOURCES: S&P Affirms 'B+' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Colorado-based oil and gas exploration and production (E&P) company
Civitas Resources Inc.
S&P said, "At the same time, we affirmed our 'BB-' issue-level
rating on the company's $400 million senior unsecured notes. The
recovery rating of '2' indicates our expectation for substantial
(70%-90%; rounded estimate: 85%) recovery of principal in the event
of payment default.
"The stable outlook reflects our expectation that Civitas will
continue to navigate the Colorado permitting process while
maintaining positive DCF. We project Civitas' debt to EBITDA to be
well below 1x and funds from operations (FFO) to debt above 100% in
2023."
Civitas successfully integrated its roll-up of Extraction Oil & Gas
and Crestone Peak in November 2021, in addition to acquiring
smaller in-basin peer Bison Oil & Gas in March 2022.
The Denver-Julesburg (DJ) Basin pure play produced about 176,000
barrels of oil equivalent (boe) (45% oil) in the third quarter of
2022 and had year-end 2021 proved reserves of approximately 400
million boe (80% proved developed). In 2023, S&P expects the
company to have a 0%-5% production decline by maintaining a two to
three rig program focused on its eastern and southern acreage
funded by a roughly flat capital budget of $1 billion. The southern
acreage is a mix of suburban and rural locations that offers
inventory leading returns yet exposes production and permitting to
additional regulatory risk.
Permitting remains challenged; however, the recently approved Box
Elder comprehensive area plan (CAP) is poised to provide an
additional year of permitted runway.
Although Civitas has a proved reserve life of five years, it only
has eight months of fully permitted drilling runway after
aggressively developing into 2022's high price environment. With
50% of the 2023 program permitted, the abbreviated runway makes
obtaining timely permit approvals a key risk around production
levels. However, Box Elder CAP's recent approval provides line of
sight for about 150 locations, representing 12 months of drilling,
beginning in the fourth quarter 2023 or early 2024. Furthermore,
the company recently submitted its second CAP, Lowry Ranch (about
175 locations), which we expect to serve as its 2025 development
program. S&P expects Civitas to continue its permitting momentum
into 2023 as it works to address the non-contiguous permit runway.
S&P expects Civitas will continue its low-debt,
high-shareholder-return strategy.
S&P said, "After repaying $100 million of debt in 2022, we expect
leverage will be well below 1x in 2023, with the next debt maturity
being its $400 million unsecured notes due 2026. The company is
minimally hedged in 2023, and we expect Civitas will continue
returning at least 50% of free cash flow after the base dividend to
shareholders in the form of a variable dividend. Nevertheless, the
company's relatively large base dividend, expected at $170 million
per year after a recent 8% increase, will weigh on discretionary
cash flow (DCF) under our long term price assumptions of $50 per
barrel (bbl) for West Texas Intermediate (WTI) crude oil and $2.75
per million Btu (mmbtu) for Henry Hub natural gas.
"The stable outlook reflects our expectation that Civitas will
continue to navigate the Colorado permitting process while
maintaining positive DCF. We expect 2023 production to moderate
slightly as the pace of development normalizes, and we anticipate
Civitas will execute its shareholder return strategy that stays
within cash flows and does not substantially increase leverage. We
project Civitas' debt to EBITDA to be well below 1x and FFO to debt
above 100% in 2023."
S&P could lower the rating if FFO to debt approached 45%. This
would most likely occur if:
-- Commodity prices declined below our assumptions and Civitas did
not take steps to reduce capital spending;
-- Civitas adopted a more aggressive financial policy that
resulted in leveraging acquisitions and/or debt-funded shareholder
returns; or
-- It could not successfully navigate the Colorado regulatory
environment, leading to a material negative effect on development
plans.
S&P could raise the rating if the company improved its permit
runway or materially increased diversification and scale, while
maintaining FFO to debt above 60% and positive DCF.
ESG credit indicators: E-4, S-3, G-2
S&P said, "Environmental factors are a negative consideration on
our credit rating analysis on Civitas Resources Inc. as the
exploration and production industry contends with an accelerating
energy transition and adoption of renewable energy sources. We
believe falling demand for fossil fuels will lead to declining
profitability and returns for the industry as it fights to retain
and regain investors that seek higher returns. To help address
these concerns, Civitas announced it is carbon neutral on a scope 1
and 2 basis from day one of its recently completed merger. Social
factors are moderately negative given Civitas' material exposure to
Colorado's more stringent environmental regulations relative to
overall assets, which raises the potential for higher costs or more
limited drilling locations versus peers in industry friendly states
such as Texas. Governance is a neutral consideration given that the
Chairman and CEO roles are separate, and the board of directors
will be primarily compensated in stock tied to total shareholder
return."
CLOVIS ONCOLOGY: Warns of Possible Bankruptcy Filing
----------------------------------------------------
Clovis Oncology Inc. says it will not have enough cash to keep
operating beyond January and that a "potential bankruptcy filing in
the very near term looks increasingly probable," according to a
filing.
"We require significant cash resources to execute our business
plans. Based on our current cash and cash equivalents, together
with current estimates for revenues to be generated by sales of
Rubraca, we will not have sufficient liquidity to maintain our
operations beyond January 2023. Given the recent regulatory
developments that may have significant impact on current revenues
and the commercial potential of Rubraca and the continuing
challenges we face in raising additional capital, including as a
result of the uncertain market potential of Rubraca, a potential
bankruptcy filing in the very near term looks increasingly probable
as a way to preserve the value of our business and assets for the
benefit of our stakeholders, though we continue to evaluate our
strategic options and continue to discuss in and out of bankruptcy
financing options with our creditors and other parties," the
Company said in its Form 10-Q for the quarter ended Sept. 30,
2022.
The Company reported a net loss of $187.5 million on $97.05 million
of revenue for the nine months ended Sept. 30, 2022, following a
net loss of $200.1 million on $112.8 million of revenue for the
same period in 2021.
The Company had $346.8 million in assets against $746.7 million in
liabilities as of Sept. 30, 2022.
About Clovis Oncology
Clovis Oncology Inc. is a biopharmaceutical company focused on
acquiring, developing and commercializing innovative anti-cancer
agents in the United States, Europe and additional international
markets.
CNX RESOURCES: Egan-Jones Retains B+ Sr. Unsecured Debt Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on October 31, 2022, retained its B+
foreign currency and local currency senior unsecured ratings on
debt issued by CNX Resources Corp.
Headquartered in Canonsburg, Pennsylvania, CNX Resources
Corporation operates as a natural gas exploration and production
company.
COMTECH TELECOMMUNICATIONS: Egan-Jones Keeps B- Sr. Unsec. Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on October 19, 2022, retained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Comtech Telecommunications Corp.
EJR also retained its 'B' foreign currency and local currency
ratings on commercial paper issued by the Company.
Headquartered in Huntington, New York, Comtech Telecommunications
Corp. Comtech Telecommunications Corp. designs, develops, and
manufactures technology electronic products and systems.
CONSOL ENERGY: Moody's Ups CFR to B1 & First Lien Loans to Ba3
--------------------------------------------------------------
Moody's Investors Service upgraded CONSOL Energy Inc.'s corporate
family rating to B1 from B2, its probability of default rating to
B1-PD from B2-PD, the ratings on its senior secured first lien
revolving credit facilities and term loan to Ba3 from B1, the
ratings on its senior secured second lien notes to B3 from Caa1 as
well as its solid waste disposal bonds for Pennsylvania Economic
Dev. Fin. Auth. to B3 from Caa1. The Speculative Grade Liquidity
Rating ("SGL") is upgraded to SGL-2 from SGL-3. The rating outlook
remains stable.
"The upgrade of CONSOL's ratings reflects gross debt reduction
progress to date, with the potential for more next year as higher
contracted prices translate into strong free cash flow", said
Sandeep Sama, Moody's Vice President – Senior Analyst and lead
analyst for CONSOL.
Governance considerations, including financial strategy under
Moody's ESG framework, were key drivers of the rating action.
Upgrades:
Issuer: CONSOL Energy Inc.
Corporate Family Rating, Upgraded to B1 from B2
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
GTD Senior Secured First Lien Revolver Credit Facility, Upgraded
to Ba3 (LGD3) from B1 (LGD3)
GTD Senior Secured First Lien Term Loan B, Upgraded to Ba3 (LGD3)
from B1 (LGD3)
Senior Secured Regular Bond/Debenture, Upgraded to B3 (LGD5) from
Caa1 (LGD5)
Issuer: Pennsylvania Economic Dev. Fin. Auth.
Senior Secured Revenue Bonds, Upgraded to B3 (LGD5) from Caa1
(LGD5)
Outlook Actions:
Issuer: CONSOL Energy Inc.
Outlook, Remains Stable
RATINGS RATIONALE
CONSOL's B1 CFR is supported by its solid contract position, its
low-cost longwall mines, relatively stable customer base, good
access to export markets through its ownership of the CONSOL Marine
Terminal, and improved credit profile following significant debt
repayment year-to-date. Despite the company's good business
position, CONSOL is fairly concentrated compared to other coal
companies with reliance on a single mining complex with three
operating coal mines for the majority of its earnings and cash
flow, although the diversification will improve slightly with the
start-up of the Itmann met coal mine. The rating is also
constrained by meaningful legacy liabilities, consistent with many
rated coal companies, although CONSOL has reduced this position
significantly following the sale of certain assets.
CONSOL generated cumulative unadjusted free cash flow of around
$570 million since YE2020, reduced unadjusted gross debt by around
$260 million (pro-forma for the payments in 4Q22 to-date), and
increased its cash balance by around $220 million over that
timeframe. CONSOL has indicated a gross debt target of $300 million
compared to the current balance of around $400 million (pro-forma
for the payments in 4Q22 to-date), which Moody's expect they will
be able to achieve next year, assuming continued prioritization of
free cash flow for debt pay down.
The SGL-2 rating reflects good liquidity. CONSOL had an
unrestricted cash balance of $269 million at September 30, 2022,
and $272 million of availability under its revolving credit
facility. However, CONSOL's revolver capacity drops to $260 million
from $400 million in March 2023 through its maturity in July 2026.
CONSOL has been carrying a higher unrestricted cash balance in
order to offset the liquidity impact of this reduced revolver
capacity. CONSOL's revolver is subject to covenants including
maximum first lien gross leverage ratio, maximum total net leverage
ratio, and minimum fixed charge coverage ratio. Additionally,
CONSOL has an Accounts Receivable Securitization facility (due July
2025) with a maximum capacity of $100 million. At September 30,
2022, the facility had borrowing capacity of $61 million, almost
all of which was utilized by outstanding letters of credit.
Moody's also believes that investor concerns about the coal
industry's ESG profile are intensifying and coal producers will be
increasingly challenged by access to capital issues in the early
2020s. An increasing portion of the global investment community is
reducing or eliminating exposure to the coal industry with greater
emphasis on moving away from thermal coal. The aggregate impact on
the credit quality of the coal industry is that debt capital will
become more expensive over this horizon, particularly in the public
bond markets, and other business requirements, such as surety
bonds, which together will lead to much more focus on individual
coal producers' ability to fund their operations and articulate
clearly their approach to addressing environmental, social, and
governance considerations -- including reducing net debt in the
near-to-medium term.
The stable outlook reflects Moody's expectation for continued
strong free cash flow generation over the next 12-18 months due to
a highly contracted position, with majority of the proceeds going
towards reducing gross debt to -$300 million, before increasing the
allocation towards shareholder distributions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating with improved longer-term demand
outlook for thermal coal along with better revenue visibility,
continued reduction in gross debt levels, and any progress towards
a meaningful reduction in non-debt liabilities.
Moody's could downgrade the rating with expectations for adjusted
financial leverage above 2.00x, negative free cash flow,
substantive deterioration in liquidity, or further intensification
of ESG concerns that call into question the company's ability to
handle upcoming financing requirements or access capital markets on
economic terms.
CONSOL Energy Inc. is a coal producer created through the
separation of CONSOL's coal and natural gas assets in November
2017. The company has 100% economic ownership and operational
control of the Pennsylvania Mining Complex ("PAMC", consisting of
three underground mines - Bailey, Enlow Fork, and Harvey - and
related infrastructure), 100% ownership of the CONSOL Marine
Terminal, and 100% ownership of approximately 1.4 billion tons of
undeveloped reserves and resources. The company generated $1.8
billion in revenues during the LTM period ending September 30,
2022.
The principal methodology used in these ratings was Mining
published in October 2021.
CONVERGEONE HOLDINGS: US$1.11B Bank Debt Trades at 41% Discount
---------------------------------------------------------------
Participations in a syndicated loan under which ConvergeOne
Holdings Inc is a borrower were trading in the secondary market
around 59.0 cents-on-the-dollar during the week ended Friday,
November 18, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$1.11 billion facility is a term loan. The loan is scheduled
to mature on January 4, 2026. About US$1.09 billion of the loan
is withdrawn and outstanding.
ConvergeOne Holdings, Inc. operates as a holding company. The
Company, through its subsidiaries, provides managed cloud, cyber
security, enterprises networking, data center, application and
software development, security infrastructure, and hosted
collaboration solutions.
CONVERGEONE HOLDINGS: US$275M Bank Debt Trades at 52% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which ConvergeOne
Holdings Inc is a borrower were trading in the secondary market
around 48.4 cents-on-the-dollar during the week ended Friday,
November 18, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$275 million facility is a term loan. The loan is scheduled
to mature on January 4, 2027. The amount is fully withdrawn and
outstanding.
ConvergeOne Holdings, Inc. operates as a holding company. The
Company, through its subsidiaries, provides managed cloud, cyber
security, enterprises networking, data center, application and
software development, security infrastructure, and hosted
collaboration solutions.
CONVERGEONE HOLDINGS: US$275M Bank Debt Trades at 52% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which ConvergeOne
Holdings Inc is a borrower were trading in the secondary market
around 48 cents-on-the-dollar during the week ended Friday,
November 18, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$275 million facility is a term loan. The loan is scheduled
to mature on January 4, 2027. The amount is fully withdrawn and
outstanding.
ConvergeOne Holdings, Inc. operates as a holding company. The
company, through its subsidiaries, provides managed cloud, cyber
security, enterprises networking, data center, application and
software development, security infrastructure, and hosted
collaboration solutions.
CORELOGIC INC: US$750M Bank Debt Trades at 32% Discount
-------------------------------------------------------
Participations in a syndicated loan under which CoreLogic Inc is a
borrower were trading in the secondary market around 68
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$750 million facility is a term loan. The loan is scheduled
to mature on June 4, 2029. The amount is fully withdrawn and
outstanding.
CoreLogic, Inc. provides consumer, financial and property
information, analytics and services. The Company combines public,
contributory and proprietary data to develop predictive decision
analytics, as well as offers mortgage and automotive credit
reporting, property tax, valuation, flood deter mination, and
geospatial analytics and services.
CORSICANA BEDDING: Sussman & Moore Represents Utility Companies
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
Weldon L. Moore, III of Sussman & Moore, LLP submitted a verified
statement to disclose that it is representing the utility companies
in the Chapter 11 cases of Corsicana Bedding, LLC, et al.
The names and addresses of the Clients represented by the Firm
are:
a. Aquagenics Technologies, Inc.
905 S. Woodland Ave.
Michigan City, IN 46360
b. Salt River Project
Attn: Diana Greer/ISB 197
2727 E. Washington St.
Phoenix, AZ 85034-1403
c. Virginia Electric and Power Company
d/b/a Dominion Energy Virginia
Attn: Sheny Ward
701 East Cary St.
One James River Plaza, 19th floor
Richmond, VA 23219
The nature and the amount of claims of the Clients, and the times
of acquisition thereof are as follows:
a. The following Utility Clients have unsecured claims against
the above- referenced Debtors arising from prepetition utility
usage: Salt River Project and Virginia Electric and Power Company
d/b/a Dominion Energy Virginia. Aquagenics Technologies, Inc. has
an unsecured claim arising from moveout expenses to restore leased
property.
b. For more information regarding the claims and interests of
the Utility Clients in these jointly-administered cases, refer to
the Motion and Memorandum of Certain Utility Companies to: (A)
Vacate, and/or Reconsider, and/or Modify Order (I) Approving the
Debtors' Proposed Adequate Assurance Deposit, for Future Utility
Services, (II) Prohibiting Utility Providers from Altering,
Refusing, or Discontinuing (III) Approving the Debtors' Proposed
Procedures for Resolving Adequate Assurance Requests, and (IV)
Granting Related Relief; and (B) Determine Adequate Assurance of
Payment as to the Utilities filed in the above-captioned,
jointly-administered, bankruptcy cases. For more information
regarding the claim and interest of Aquagenics in these
jointly-administered cases, refer to the Proof of Claim filed by
Aquagenics in the above-captioned bankruptcy case.
Sussman & Moore, LLP was retained to represent the foregoing
Utility Clients in July 2022 and Aquagenics in October of 2022. The
circumstances and terms and conditions of employment of the Firm by
the Companies is protected by the attorney-client privilege and
attorney work product doctrine.
The Firm can be reached at:
Weldon L. Moore, III, Esq.
SUSSMAN & MOORE, L.L.P.
2911 Turtle Creek Blvd., Ste.
1100 Dallas, Texas 75219
Tel: 214-378-8270
Fax: 214-378-8290
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3V7lo73.
About Corsicana Bedding
Corsicana Bedding, LLC, is a U.S.-based manufacturer of mattresses
and foundations. The Company is headquartered in Texas and
operates
manufacturing facilities located in Texas, Arizona, Connecticut,
Florida, North Carolina, Tennessee, Washington, and Wisconsin.
Corsicana Bedding and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 22-90016) on June 25,
2022.
Corsicana Bedding disclosed total assets of $151 million against
total liabilities of $260 million as of May 30, 2022.
The Hon. Edward L. Morris is the case judge.
The Debtors tapped Haynes and Boone, LLP as bankruptcy counsel;
and
Houlihan Lokey, Inc. and CR3 Partners, LLC, as financial advisors.
Donlin Recano & Company, Inc., is the claims agent.
CROWN FINANCE US: EUR608M Bank Debt Trades at 70% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 29.6
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The EUR608 million facility is a term loan. The loan is scheduled
to mature on February 28, 2025. About EUR177 million of the loan
is withdrawn and outstanding.
Crown Finance US, Inc. operates as a movie theater.
CROWN FINANCE: EUR608M Bank Debt Trades at 70% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 30
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The EUR608 million facility is a term loan. The loan is scheduled
to mature on February 28, 2025. About EUR177 million of the loan
is withdrawn and outstanding.
Crown Finance US, Inc. operates as a movie theater.
CROWN FINANCE: US$3.33B Bank Debt Trades at 70% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 30
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$3.33 billion facility is a term loan. The loan is scheduled
to mature on February 28, 2025. About US$2.63 billion of the loan
is withdrawn and outstanding.
Crown Finance US, Inc. operates as a movie theater.
CROWN HOLDINGS: Egan-Jones Retains BB Sr. Unsec. Debt Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on October 27, 2022, retained its BB
foreign currency and local currency senior unsecured ratings on
debt issued by Crown Holdings Inc.
Headquartered in Philadelphia, Pennsylvania, Crown Holdings, Inc.
designs, manufactures and sells packaging products for consumer
goods through plants located in countries around the world.
DCIJ BEE HIVE: Amends Citizens Community Secured Claim Pay Details
------------------------------------------------------------------
DCIJ Bee Hive, LLC, submitted a First Amended Subchapter V Plan of
Reorganization dated November 14, 2022.
Debtor's receivables/expenditures occur on a monthly basis. After
accounting for expenditures that are necessary for continued
operation of the Debtor's business, the projected annual disposable
income totals $35,800.00.
Funds available for allowed unsecured claims is based on the
monthly disposable income for years 2023, 2024 and 2025 and as
further provided for in this Plan, less expenses related to the
annualized secured and priority claim payment itemization.
The length of the plan is 3 years from the effective date of the
plan. Payments to allowed secured claims shall continue beyond the
3-year plan length as indicated in this Plan.
Debtor estimates that the amount owing to the Subchapter V Trustee
will total $5,500.00, including fees and costs through the final
hearing on confirmation, which shall be paid in full on the (a)
Effective Date, or (b) at the approximate rate of $152.77.
Class 1 consists of the claim of Citizens Community Federal, N.A.
CCF holds a secured claim in the approximate amount of
$4,972,208.92. This claim shall be amortized over 25 years at the
rate of 6.5% per annum with principal and interest payments
(estimated monthly payment of $33,572.70) commencing on the
Effective Date and paid monthly thereafter with said amount payable
in full on the 3rd anniversary of the Effective Date. CCF shall
retain all of its interests and liens in the property secured to it
by virtue of the Debtor's loan documents with CCF until the above
amount is paid in full.
Like in the prior iteration of the Plan, all non-priority unsecured
claims will be paid pro rata from remaining net disposable income,
if any, after disbursements made to secured and priority claims
have been paid. Distributions will be made on a pro rata basis.
The funds necessary for the payment of creditor's claims will be
derived from the Debtor's future gross income less ordinary and
necessary operational expenses.
A full-text copy of the First Amended Plan of Reorganization dated
November 14, 2022, is available at https://bit.ly/3hSD2g3 from
PacerMonitor.com at no charge.
Attorney for Debtor:
Evan M. Swenson, Esq.
Swenson Law Group, LLC
118 E. Grand Avenue
Eau Claire, WI 54701
Telephone: (715) 835-7779
Facsimile: (715) 835-2573
Email: evan@swensonlawgroup.com
About DCIJ Bee Hive
DCIJ Bee Hive, LLC, is a limited liability company that was
organized on September 6, 2016. DCIJ has operated as an assisted
living service provider in Eau Claire, Wisconsin since its
inception. Daniel Pekol is the sole owner/managing member of
DCIJ.
DCIJ Bee Hive sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wis. Case No. 22-10427) on March 25,
2022. In the petition signed by Daniel Peko, managing member, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Catherine J. Furay oversees the case.
Evan M. Swenson, Esq., at Swenson Law Group, LLC, is the Debtor's
counsel.
DECORSTANDARD CORP: Commences Subchapter V Case
-----------------------------------------------
Decorstandard Corp filed for chapter 11 protection in the District
of New Jersey. The Debtor elected on its voluntary petition to
proceed under Subchapter V of chapter 11 of the Bankruptcy Code.
According to court filings, Decorstandard Corp estimates $1 million
to $10 million in debt to 1 to 49 creditors. The petition states
that funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Dec. 12, 2022, at 01:00 p.m. at Telephonic. Proofs of claim are
due by Jan. 18, 2023.
About Decorstandard Corp
Decorstandard Corp. is the U.S. leading designer, manufacturer and
distributor of peel and stick home decoration solutions.
DecorStandard gives you easy-to-use self-adhesive home decoration
solutions for both commercial and residential properties.
Decorstandard Corp. filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No.
22-18899) on Nov.9, 2022. In the petition filed by Willard Palmer,
as president and sole member, the Debtor reported assets and
liabilities between $1 million and $10 million each.
Nancy Isaacson has been appointed as Subchapter V trustee.
The Debtor is represented by:
Jose R. Torres
Law Office of Jose R. Torres
161 Woodbine Street
Unit D-1
Bergenfield, NJ 07621
DELTA AIR: Egan-Jones Retains 'B-' Sr. Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company, on October 18, 2022, retained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Delta Air Lines Inc.
Headquartered in Atlanta, Georgia, Delta Air Lines, Inc. provides
scheduled air transportation for passengers, freight, and mail over
a network of routes.
DEXTER GROUP: Case Summary & Three Unsecured Creditors
------------------------------------------------------
Debtor: Dexter Group Investments, Inc.
f/k/a Dexter Group, Inc.
1442 E. Lincoln Avenue, Ste. 378
Orange, CA 92865
Chapter 11 Petition Date: November 18, 2022
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 22-04113
Debtor's Counsel: Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Majib Ghorban as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/GM6Q5NQ/Dexter_Group_Investments_Inc__flmbke-22-04113__0001.0.pdf?mcid=tGE4TAMA
DIEBOLD NIXDORF: US$475M Bank Debt Trades at 27% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Diebold Nixdorf Inc
is a borrower were trading in the secondary market around 72.7
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$475 million facility is a term loan. The loan is scheduled
to mature on November 6, 2023. About US$377 million of the loan
is withdrawn and outstanding.
Diebold Nixdorf, Incorporated provides automatic teller machines,
financial, and point of sale (POS) services.
DIOCESE OF BUFFALO: Abuse Survivors Advocate Booted Off Group Deal
------------------------------------------------------------------
Jay Tokasz of The Buffalo News reports that an outspoken critic of
the Buffalo Catholic Diocese's handling of childhood sex abuse
cases has been removed without explanation from the committee of
unsecured creditors that represents abuse survivors in the
diocese's Chapter 11 bankruptcy case.
Kevin Brun, who confronted diocese leaders in bankruptcy court
about pension payments for priests who were credibly accused of
abuse and other issues, was dismissed amid the committee's ongoing
mediated settlement negotiations with the diocese and its insurers,
parishes and schools.
Brun sued the diocese in 2019, alleging a priest molested him in a
Washington, D.C., hotel room when he was 16. He was named to the
creditors committee in 2020 with six other people who have
childhood sex abuse claims against the diocese.
The committee is responsible for examining the diocese's assets,
liabilities, operations and claims made against it and acting as
fiduciary for all abuse survivors in negotiating a settlement.
"The trustee has reconstituted the committee without Kevin as a
participant," said Brun's attorney, Paul Barr.
Changes to creditors committees in the middle of a Chapter 11
bankruptcy are unusual but not unprecedented. In June 2022, two
committee members were replaced as the committee began mediated
settlement negotiations in the Archdiocese of New Orleans
bankruptcy.
Barr said he couldn't reveal why Brun was no longer involved, other
than to say it was "an unfortunate turn of events."
"I thought Kevin's voice was important and remains important for
his support of survivors," said Barr.
Ilan Scharf, lead attorney for the creditors committee, confirmed
that Brun was no longer part of the committee but declined to
comment on why. No one was being added to the committee as a
replacement, multiple sources said.
Brun said on Monday, November 7, 2022, that he wanted to continue
as part of the committee, and he declined to comment on what
brought about the change.
In a 2020 interview, Brun told The News he had sought to be on the
committee to act on behalf of all abuse survivors and to honor the
memory of his son, Patrick, who died at age 21 in 2019. Patrick
Brun found a letter about the abuse that his father had written to
the diocese and accidentally left in plain view in their West
Seneca home. Brun said his son encouraged him to seek justice. A
day later, Patrick Brun died by suicide, and Brun has worried that
his son's reading the letter may have been a contributing factor.
"Not following it through to the end, I still hold some type of
feeling that I did let someone down -- not only survivors, but my
son," Brun said Monday, November 7, 2022.
Committee members are held to strict confidentiality requirements,
and the work of the committee is largely done in private. Brun
worked within those confines, but he also didn't shy away from
commenting publicly on how the diocese handled childhood sex abuse
allegations and priests who were credibly accused of abuse.
He has been especially vocal in urging diocese officials to make
public any internal documents they have regarding abuse allegations
against priests -- a stance that many other abuse survivors share.
"If the bishop and diocese were truly committed to total
transparency, they'd release the secret files to the public so they
could see for themselves the damage that was inflicted by employees
of the Diocese of Buffalo," Brun said Monday, November 7, 2022.
About The Diocese of Buffalo, N.Y.
The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics
in eight counties in Western New York. The territory of the
diocese is co-extensive with the counties of Erie, Niagara,
Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus, and Allegany in
New York State, comprising 161 parishes. There are 144 diocesan
priests and 84 religious priests who reside in the Diocese.
The diocese through its central administrative offices (a) provides
operational support to the Catholic parishes, schools, and certain
other Catholic entities that operate within the territory of the
Diocese "OCE"; (b) conducts school operations through which it
provides parish schools with financial and educational support; (c)
provides comprehensive risk management services to the OCEs; (d)
administers a lay pension trust and a priest pension trust for the
benefit of certain employees and priests of the OCEs; and (e)
provides administrative support for St. Joseph Investment Fund,
Inc.
Dealing with sexual abuse claims, the Diocese of Buffalo sought
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb.
28, 2020. The diocese was estimated to have $10 million to $50
million in assets and $50 million to $100 million in liabilities as
of the bankruptcy filing.
The Honorable Carl L. Bucki is the case judge.
Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is
the diocese's counsel; Connors LLP and Lippes Mathias Wexler
Friedman LLP are its special litigation counsel; and Phoenix
Management Services, LLC is its financial advisor. Stretto is the
claims agent, maintaining the page:
https://case.stretto.com/dioceseofbuffalo/docket
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on March 12, 2020. The committee is represented by
Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese &
Weishaar, PC.
DIOCESE OF ROCHESTER: $55M Abuse Settlement Excludes Insurance
--------------------------------------------------------------
Andrew G. Simpson of Insurance Journal reports that the Roman
Catholic Diocese of Rochester will pay $55 million to survivors of
sexual abuse committed by clergy members under a settlement
announced by Rochester Bishop Salvatore Matano last week.
The $55 million from the upstate New York diocese, its parishes,
and other Catholic entities will go towards creation of a trust to
cover claims by abuse survivors. The plan calls for insurance
policies to be assigned to the trust. However, insurers are not
part of the settlement at this point and their contributions are
not yet known.
The settlement was negotiated with the Official Creditors
Committee, which represents about 475 sexual abuse survivors.
In exchange for the settlement payment, the diocese will receive a
discharge in bankruptcy and be released of all liabilities for the
sexual abuse claims. The deal should reduce litigation-related
delays and costs for claimants and the diocese. Perpetrators and
non-affiliates of the diocese, such as religious orders, are not
included in the settlement and will not be released.
After two and one-half years of mediation, the Official Creditors
Committee and insurers have been unable to agree on a deal over
insurance payments. Thus the restructuring plan as currently
written assigns the diocese’s insurance policies to the trust so
that it may then pursue a “more substantial recovery from the
insurers” than has been offered to date, according to the
attorney for the survivors’ committee, Ilan Scharf of Pachulski
Stang Ziehl & Jones.
“The Committee has sought a fair and reasonable resolution for
Rochester’s survivors for over three years. The Committee has
stood strong and united in its efforts to represent the interests
of their fellow survivors. It will continue to do so as we move
into the next phase of this process, which will seek an appropriate
payment from the Diocese’s insurers,” said Scharf.
Rochester Diocese, Insurers Plan for January Hearing on Sexual
Abuse Settlement
The diocese declared bankruptcy in 2019 after hundreds of lawsuits
were filed against it under the state’s Child Victims Act. Almost
500 sexual abuse claims have been filed in this case. The claims
relate to instances of abuse that occurred many years ago, some of
them and decades ago.
U.S. Bankruptcy Judge Paul R. Warren, who is overseeing the
bankruptcy, has already approved moving ahead with the plan, which
is called a Restructuring Support Agreement. The $55 million
settlement will be incorporated into a plan of reorganization that
survivors will have an opportunity to vote on. Scharf expects that
process to take approximately six months to complete.
The diocese, which had previously offered to contribute $40.5
million, said that with this latest plan it hopes that it can
ultimately emerge from Chapter 11 sometime mid-summer to early fall
2023.
"We believe that this Restructuring Support Agreement represents
the fairest approach for the survivors and most viable path forward
for the Diocese and its related Catholic entities to continue our
shared mission of healing and reconciliation," Bishop Matano stated
in a "Letter to the Faithful" on Nov. 3.
Insurance Proceeds
The diocese said that it was forced to come up with a settlement
despite the absence of an insurance agreement after the survivors'
committee rejected insurance proposals aimed at breaking the log
jam in its Chapter 11 bankruptcy case. The first proposal, which
included certain London Market Companies, Interstate Fire and
Casualty Co. and National Surety Corp., was denied by the court in
July 2021.
The diocese then moved for approval this past May on a settlement
with each of the diocese primary insurers -- LMI, Interstate,
certain Underwriters at Lloyd’s, London and Continental Insurance
Co. (CNA) -- for about $107 million. This is scheduled for a trial
in January 2023.
Noting that both insurance settlements have been "strenuously
opposed" by the Official Creditors Committee, the diocese stated it
is "keenly aware of the significant challenges" that it may face in
achieving confirmation of a Chapter 11 plan that meets the
requirements of the second insurance proposal but does not have the
support of the survivors' committee or the vast number of survivors
of sexual abuse.
Attorney Jeffrey Anderson, whose firm represents 175 of the
claimants against the Rochester diocese, called the ability for the
survivors to legally prosecute all insurers of the diocese
"groundbreaking." "This is a historic day with a historic deal,"
Anderson said.
Mitchell Garabedian, who represents 96 of the claimants, told The
Associated Press that the settlement "allows many clergy sexual
abuse victims to deservedly obtain validation, self-worth and a
sense of accomplishment."
Individual parishes of the Rochester diocese were not part of the
Chapter 11 filing. However, they have been named in individual
lawsuits and face potential liability in individual state court
actions that could be channeled to the trust under the plan,
according to the diocese.
The deal also calls for non-monetary commitments from the diocese,
including child protection measures and disclosure of certain
documents.
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the
petition, the diocese was estimated to have $50 million to $100
million in assets and at least $100 million in liabilities.
Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as
the committee's legal counsel and financial advisor, respectively.
DOMINO'S PIZZA: Egan-Jones Retains 'BB-' Sr. Unsec. Debt Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on October 19, 2022, retained 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Domino's Pizza Inc.
Headquartered in Ann Arbor, Michigan, Domino's Pizza, Inc. operates
a network of company-owned and franchise Domino's Pizza stores,
located throughout the United States and in other countries.
EDUCATIONAL TRAVEL: Gets OK to Hire Nelson Company as Accountant
----------------------------------------------------------------
Educational Travel Services, Inc. received approval from the U.S.
Bankruptcy Court for the District of Oregon to hire Nelson Company,
LLC as its accountant.
The Debtor requires an accountant to prepare its tax returns and
other financial documents necessary for its Chapter 11 case.
The firm will bill $350 per hour for its services.
As disclosed in court filings, Nelson Company does not hold
interests adverse to the Debtor's estate.
The firm can be reached through:
Tyler Nelson
Nelson Company, LLC
7155 SW Varns St., Suite 120
Tigard, OR 97232
Phone: 503-670-8080
Fax: 503-620-9065
Email: tnelson@nelsontax.com
About Educational Travel
Gladstone, Ore.-based Educational Travel Services, Inc. sought
Chapter 11 protection (Bankr. D. Ore. Case No. 22-31272) on Aug. 5,
2022, with $516,453 in assets and $1,419,136 in liabilities. Judge
David W. Hercher oversees the case.
Ted A. Troutman, Esq., at Troutman Law Firm P.C. is the Debtor's
counsel.
ELEMENT SOLUTIONS: Moody's Rates $375MM Revolver Loans 'Ba1'
------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Element
Solutions Inc's $375 million senior secured revolving credit
facility maturing in November 2027, which replaces the existing
$330 million revolving credit facility due 2024. Element Solutions'
Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating,
Ba1 senior secured term loan and B1 senior unsecured notes ratings
are unchanged. The Speculative Grade Liquidity (SGL) rating of
SGL-1 remains the same. The outlook is stable.
The assigned rating is subject to no material changes in the terms
and review of the final documentation.
"The new revolving credit facility extends the maturity while the
incremental borrowing capacity offers additional flexibility to an
already strong liquidity profile," said Domenick R. Fumai, Moody's
Vice President and lead analyst for Element Solutions.
Assignments:
Issuer: Element Solutions Inc
GTD Senior Secured Revolving Credit Facility, Assigned Ba1 (LGD3)
RATINGS RATIONALE
Element Solutions' Ba2 rating considers its strong liquidity,
attractive margins, variable cost structure and asset-light
business model that enables the company to consistently generate
healthy free cash flow. Element Solutions also benefits from high
barriers to entry given its technical expertise and extensive
qualification testing required by customers. The credit profile
further incorporates its solid, globally diversified business with
leading positions in niche segments and exposure to favorable
long-term trends in 5G technology, semiconductors, increased
electronic content in automobiles, electric vehicles and the
Internet of Things (IoT). The rating also considers expectations
that cash balances will continue to be prudently managed.
The rating is constrained by Element Solutions' significant
exposure to the cyclical automotive and electronics industries. The
company has demonstrated sufficient progress in adhering to its
financial policy following the sale of Arysta and subsequent
recapitalization. However, the public commitment to maintain net
leverage below 3.5x according to management's calculation, is
tempered by expectations that future free cash flow generation will
be used for share repurchases, dividends and bolt-on M&A, rather
than additional debt reduction.
STRUCTURAL CONSIDERATIONS
The Ba1 rating assigned to the senior secured revolving credit
facility and existing Ba1 rating on the term loan reflects their
priority ranking in the capital structure. The term loan is secured
by a first lien on the assets of the borrower and guarantors, which
include domestic subsidiaries. The term loan does not contain any
financial maintenance covenants. The revolver has a springing first
lien net leverage ratio covenant of 5.0x if it is more than 30%
drawn at the end of the quarter, which Moody's expect the company
to remain in compliance with over the next 12 months. The B1 rating
on the senior unsecured debt, two notches below the CFR, reflects
its effective subordination to the secured debt in the capital
structure and relatively sizable amount of secured debt, which
would limit recovery in a default scenario.
The stable outlook reflects expectations that credit metrics will
remain appropriate for the rating and that the company will
continue to maintain a strong liquidity profile with a good balance
between shareholder-friendly actions and M&A.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade would be contingent on financial leverage, including
Moody's standard adjustments, sustained below 2.5x, maintaining
retained cash flow-to-debt (RCF/Debt) above 25%, continued
adherence to financial policies that balance the interests of
shareholders and creditors and the demonstrated ability to generate
a sustained growth trend in sales and earnings through a
combination of bolt-on acquisitions and organic growth without the
need for a larger transaction.
Moody's would likely consider a downgrade if leverage is sustained
above 3.5x, free cash flow is negative for a sustained period, or
the company makes a large debt-financed acquisition or
extraordinary dividend payment.
ESG CONSIDERATIONS
Element Solutions' ESG credit impact score is moderately negative
(CIS-3). ESG attributes have a limited impact on the current
rating, with greater potential for future negative impact over
time. The credit impact score is in-line with the broader chemical
sector and reflects moderately negative exposure to environmental
risk, social risk and governance risk
Exposure to environmental risks is moderately negative (E-3) and
reflects risks consistent with the chemical sector but is somewhat
mitigated by low greenhouse gas emissions (GHG) given its
formulation capabilities.
Social risks are moderately negative (S-3) but are consistent with
other chemical companies. Element Solutions' exposure to social
risks stems from human capital, where it is important for the
company to continue attracting highly qualified employees given the
nature of formulation. However, demographic and societal trends are
neutral-to-low given the company's exposure to end markets such as
5G and electric vehicles.
Governance risks are characterized as moderately negative (G-3)
reflecting the company's speculative grade capital structure.
Management credibility and track record is a positive consideration
that reflects consistently exceeding public guidance and
successfully achieving synergies and integration on M&A.
The principal methodology used in this rating was Chemicals
published in June 2022.
Headquartered in Fort Lauderdale, FL, Element Solutions Inc
produces a wide array of specialty chemicals and materials
primarily sold into the automotive, electronics and industrial
markets with leading positions in a number of niche markets. The
company operates in two business segments: Electronics and
Industrial & Specialty. Element Solutions had sales of
approximately $2.6 billion for the last twelve months ended
September 30, 2022.
ELWYN INC: S&P Raises 2017 Long-Term Bond Rating to 'BB+'
---------------------------------------------------------
S&P Global Ratings raised its long-term rating to 'BB+' from 'BB'
on Delaware County Authority, Penn.'s series 2017 bonds, issued for
Elwyn, Inc. of Pennsylvania and Delaware (Elwyn). The outlook is
stable.
"The raised rating reflects our view of Elwyn's successful
turnaround strategies leading to a more financially stable
organization, as evidenced by a trend of improving operations
supporting higher coverage and a stronger overall debt profile,"
said S&P Global Ratings credit analyst Wendy Towber.
Elwyn is a niche organization providing essential services to
people with special needs since 1852. Elwyn is a pioneer in
developing and providing day and residential programs, special
education, and behavioral health, vocational, and social
rehabilitation services to developmentally disabled persons as well
as individuals without developmental disabilities with operations
primarily in Pennsylvania, Delaware, New Jersey, and California but
also Maine, Massachusetts, North Carolina, Rhode Island, and
Virginia with the acquisition of FHR.
EMERALD COAST: S&P Lowers 2015A-1 Long-Term Bond Rating to 'BB-'
----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB-' from 'BB'
on the Town of Shalimar, Fla.'s series 2015A-1 bonds, issued for
Emerald Coast Housing II Inc. (ECH II - Captains Quarters, LLC
Project). The outlook is stable.
Year-to-date debt service coverage (DSC) as of June 30 is 1.02x,
falling marginally from already slim 1.05x coverage of maximum
annual debt service in fiscal 2021. "The downgrade reflects our
view of Emerald Coast's very weak financial profile and near-term
pressure on earnings due to property damage and the resulting
vacancies," said S&P Global Ratings credit analyst Marian Zucker.
S&P said, "We assess management and governance as weak, due to the
lack of a formal strategic plan, board members' limited relevant
experience to provide effective oversight and to ensure effective
governance, and an absence of formal monitoring policies. While
management successfully accessed outside resources when available
during the COVID-19 pandemic, its struggle to collect on insurance
proceeds has plagued the properties' performance.
"The stable outlook reflects our expectation that Emerald Coast's
operating performance will remain in line with the rating during
the one-year outlook period. Specifically, while we believe DSC
will be weak until the rebuilding effort is completed, we expect it
will remain above 1x.
"If these properties continue to demonstrate low and eroding DSC,
we could further lower the rating during the outlook period.
Specifically, if DSC were to drop below 1x, the rating would be
capped at 'B+'.
"If financial performance were to exceed current projections, with
net operating income returning on a recurring basis to 2017 levels,
we could revise the outlook to positive."
ENERPLUS CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
------------------------------------------------------------
Egan-Jones Ratings Company, on October 24, 2022, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Enerplus Corp to BB+ from BB-.
Headquartered in Menomonee Falls, Wisconsin, Enerpac Tool Group
Corp. operates as an industrial tools and services company.
FIRSTENERGY CORP: Egan-Jones Retains BB Sr. Unsec. Debt Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on October 27, 2022, retained its BB
foreign currency and local currency senior unsecured ratings on
debt issued by FirstEnergy Corp.
Headquartered in Akron, Ohio, FirstEnergy Corp. operates as a
public utility holding company.
FLORIDA MULCH: Starts Subchapter V Case With Owner's Funding
------------------------------------------------------------
Florida Mulch Inc. filed for chapter 11 protection in the Middle
District of Florida. The Debtor elected on its voluntary petition
to proceed under Subchapter V of chapter 11 of the Bankruptcy
Code.
Florida Mulch is a closely held Florida for-profit corporation
formed in 1978. The Debtor's core business involves the
production, delivery and installation of quality ground cover
products including multiple blends and colors of mulch, pine bark,
pine straw, and enviro mulch products.
Prior to the Petition Date, the Debtor obtained financing from
United Community Bank d/b/a/ Seaside Bank and Trust, as successor
by merger to Seaside National Bank & Trust which is purportedly
secured by a lien on the Debtor's cash and/or cash equivalents.
United Bank may assert a first priority security interest in the
Debtor's cash and cash equivalents by virtue of a UCC-1 Financing
Statement filed with the State of Florida on Sept. 28, 2016. The
outstanding balance owed to United Bank in connection with a line
of credit of approximately $1,500,000.
Shortly after the Petition Date, the Debtor's senior secured lender
(United Community Bank) cutoff the Debtor's line of credit which it
used to support daily operations.
The Debtor accordingly filed a motion to obtain an unsecured
postpetition loan from Mr. Willard Palmer, to assist the Debtor
with funding its daily operations. Mr. Palmer is the 100% owner of
the Debtor. The advances made under the DIP Loan Agreement shall
be available to pay the Debtor's ordinary course operating expenses
as set forth in the agreed upon budget, discussed infra.
Mr. Palmer will advance up to $250,000 to cover all amounts
necessary to cover any expenses reflected in Debtor's operating
budget that cannot otherwise be paid from Debtor’s cash on hand.
The loan shall be repaid upon the later of confirmation of the
Debtor's Plan of Reorganization or payment of all other non-insider
unsecured claims in full. The DIP Loan is a non-interest-bearing
loan.
According to court filings, Florida Mulch Inc. estimates $1 million
to $10 million in debt to 50 to 99 creditors. The petition states
that funds will be available to unsecured creditors.
The meeting of creditors will be held telephonically on Dec. 12,
2022, at 2:00 p.m. The telephone conference line is: 877-801-2055
(participant passcode: 8940738#).
About Florida Mulch Inc.
Florida Mulch Inc. -- https://www.floridamulchonline.com --
provides Mulch manufactured & custom installed, Pine Bark, Mulch
Manufactured, Delivered & Custom Installation and more to NC, SC
and all
Florida Mulch Inc. filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-04018) on November 9, 2022. In the petition filed by Willard
Palmer, as president and sole member, the Debtor reported assets
and liabilities between $1 million and $10 million each.
Robert Altman has been appointed as Subchapter V trustee.
The Debtor is represented by:
Daniel A Velasquez
Latham, Luna, Eden & Beaudine, LLP
P.O. Box 110189
Palm Bay, FL 32911-0189
FR BR HOLDINGS: S&P Downgrades ICR to 'CCC+', On Watch Developing
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on FR BR
Holdings LLC to 'CCC+' from 'B-' and placed it on CreditWatch with
developing implications.
At the same time, S&P lowered the issue-level ratings on the senior
secured term loan to 'CCC+' from 'B-'. The '3' recovery rating was
unchanged.
The CreditWatch status reflects the uncertainty around the timing
of FR BR's refinancing of its $460 million term loan.
S&P said, "The downgrade reflects our expectation that FR BR may
face difficulties in refinancing its upcoming maturity on its $460
million outstanding term loan B.In our view, FR BR will not have
sufficient liquidity to repay its term loan in 2023. As of Sept.
30, the company had approximately $2 million of cash on hand. We
expect FR BR will look to pursue a refinancing transaction before
the maturity date, but the timing of any future transaction remains
uncertain at this time. We believe the company is dependent on
favorable market conditions to refinance the upcoming maturity at
satisfactory terms.
"We now expect adjusted debt to EBITDA to be about 9.8x in 2022 and
8.5x-9.0x in 2023.Our expectation of elevated adjusted debt to
EBITDA at FR BR Holdings reflects the reduced distributions from
its investee company, Blue Racer. According to the partnership
agreement, when Blue Racer's leverage covenant is greater than 4x,
Blue Racer is required to only distribute the minimal required
amount to its owners, which equates to about $45 million-$50
million in total annual distributions to FR BR. We now expect
distributions of about $45 million-$50 million in 2022 and $50
million-$55 million in 2023 as Blue Racer continues to retain
excess cash flow while leverage remains above 4x. This compares
with our previous expected of annual distributions between $65
million and $70 million. In addition, we expect interest coverage
at FR BR to have limited cushion at about 1.1x-1.2x over the next
two years. The elevated financial measures could limit the
company's ability to successfully refinance its 2023 debt at
satisfactory terms. That said, Blue Racer's financial measures have
improved, with forecast 2023 adjusted EBITDA in the $320
million-$340 million range compared with our expectation of 2022
adjusted EBITDA of about $280 million.
"The CreditWatch placement reflects the uncertainty around the
timing of FR BR's refinancing of its $460 million outstanding term
loan B due Dec. 14, 2023. If FR BR does not refinance or extend its
term loan maturity in 90 days, we could lower the rating.
Alternatively, if FR BR improves its liquidity by completing a
refinancing transaction in the next few months, we could raise our
rating."
ESG credit indicators: E-3, S-2, G-2
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of FR BR Holdings LLC.
FR BR holds 50% interest in Blue Racer Midstream, a natural gas
gathering and processing company operating in Ohio and West
Virginia. The company is exposed to climate transition risk, which
could affect its volumes in the long term (however, unlikely before
2030, in our view). In addition, environmental risks may also arise
from natural gas leakage and carbon dioxide emission resulting from
the operation of compression stations."s
FREON LOGISTICS: Files for Chapter 11 Bankruptcy
------------------------------------------------
Freon Logistics has filed for chapter 11 bankruptcy protection but
expects its transportation business to continue.
Freon Logistics operates a transportation business throughout the
U.S. and the Debtor's principal business is located in Bakersfield,
California. The Compnay has 500 employees in its business.
The business generated gross income of $60.19 million and had costs
of goods sold of $43.27 million and other expenses of $15.94
million from Jan. 1, 2022, through June 30, 2022.
The Company said in court filings that it intends to file a Plan of
Reorganization and it expects its business to be profitable during
its Chapter 11 case.
The Debtor filed a motion to maintain its bank accounts, pay
employee wages, and assume a factoring agreement with RTS Fianncial
Services, Inc. The Debtor warned that it may be forced to close
its business if the Debtor is not allowed to assume the factoring
agreement, and sell its postpetition accounts receivable to RTS.
According to court filings, Freon Logistics estimates $50 million
to $100 million in debt to 50 to 99 creditors. The petition states
that funds will be available to unsecured creditors.
About Freon Logistics
Freon Logistics is a licensed and DOT registred trucking company
running freight hauling business from Bakersfield, California.
Freon Logistics filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-11907) on Nov. 8 ,
2022. In the petition filed by Hardeep Singh, as chief executive
officer, the Debtor reported assets and liabilities between $50
million and $100 million each.
The Debtor is represented by Leonard K. Welsh of the Law Office of
Leonard K. Welsh.
FTX: Impact of Collapse on Fin. Markets Seem Limited, Says DBRS
---------------------------------------------------------------
The failure on 11 November of FTX, a "cryptocurrency exchange" that
has filed for Chapter 11 bankruptcy protection, is having only a
limited impact on the broader financial markets, DBRS says in a
statement.
Unlike traditional exchanges, where client monies are segregated
and strictly audited, cryptocurrency exchanges are largely
unregulated and provide little or no client protection. The
collapse of FTX has affected confidence in other cryptocurrency
exchanges and cryptoassets, however systemic market participants
appear to have little or no exposure to the exchange and
consequently the impact on the financial system appears limited.
Some of the elements that have contributed to the collapse include
an opaque corporate structure (with FTX's founder holding a wide
range of investments including a trading firm, Alameda Research,
which in turn invested in the FTX exchange's FTT token), client
deposits being moved from the exchange to the trading firm, as well
as excessive leverage provided by non-bank sources and a weak
liquidity risk management framework.
Those exposed to FTX through investment capital or client deposits
include both hedge funds and retail investors. One of the seed
investors includes a traditional asset manager, Ontario Teachers'
Pension Plan (OTPP, rated AAA by DBRS Morningstar), although at USD
95 million, the investment is still relatively small and represents
less than 0.05% of their total assets.
This high profile collapse in the fast-growing crypto market could
potentially dampen future cryptoasset activity and at the very
least provide a clear warning to smaller retail investors of the
high risks from investing in cryptocurrency. Global regulators have
issued frequent public communications about the risks associated
with cryptocurrency and have taken varied approaches regarding
their level of intervention in these markets. More recently, the
U.S. Federal Deposit Insurance Corporation issued an order to
several cryptocurrency exchanges to cease implying to investors
that their money was insured by the federal government. The crypto
markets are largely unregulated, although due to concerns that
cryptocurrencies could facilitate money laundering operations, a
number of countries have put in place powers to supervise how
cryptoasset businesses manage the risk of money laundering and
counter-terrorist financing. Another possible development from the
failure of FTX is that it leads regulators to take more steps
towards regulating the cryptocurrency markets to protect consumers
and avoid systemic financial contagion.
GENERAL ELECTRIC: Egan-Jones Retains BB+ Sr. Unsec. Debt Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on October 28, 2022, retained its BB+
foreign currency and local currency senior unsecured ratings on
debt issued by General Electric Co.
Headquartered in Boston, Massachusetts, General Electric Company is
a globally diversified technology and financial services company.
GFS INDUSTRIES: Complaint to Determine Dischargeability Dismissed
-----------------------------------------------------------------
Chief Bankruptcy Judge Craig A. Gargotta, on November 10, 2022,
issued an order granting GFS Industries, LLC'S motion to dismiss
Avion Funding, LLC's complaint in the adversary case styled IN RE:
GFS INDUSTRIES, LLC, Chapter 11, Debtor. AVION FUNDING, LLC,
Plaintiff, v. GFS INDUSTRIES, LLC, Defendant.
Case No. 22-50403-cag, Adv. No. 22-05052-cag (Bank. W.D. Tex.).
The Debtor GFS Industries, LLC provides cleaning and environmental
services to commercial tenants. As a result of the COVID pandemic,
GFS anticipated that the increased demand for sanitation and
cleaning services would enable its business to grow. GFS attempted
to expand its business to meet the forecasted demand. With the
burden of increased administrative costs, GFS resorted to seeking
funding through Merchant Cash Advances ("MCA").
The instant adversary proceeding was filed by one of GFS' MCA
lenders, Avion Funding, LLC. Avion alleges that GFS made material
misrepresentations concerning whether a bankruptcy filing was
imminent and failed to disclose the existence of other, more
senior, MCA lenders from which GFS obtained funding. As a result of
these misrepresentations and nondisclosures, Avion claims that it
has been harmed and seeks relief in the form of a declaration that
the debt GFS owes to Avion be deemed nondischargeable.
Now, GFS' seeks to dismiss with prejudice Avion's Complaint,
alleging that Avion's claims under Section 523 must be dismissed as
a matter of law because Section 523(a) applies only to individual
debtors, not corporate debtors. Avion, on the other hand, argues
that Section 1192's use of the generic term "debtor" means that for
Subchapter V purposes, Section 523(a) applies to both individual
and corporate debtors.
The pertinent statutes requiring interpretation are Sections 1192
and 523(a). Section 1192 states, "the court shall grant the debtor
a discharge of all debts provided in section 1141(d)(1)(A)." The
statute goes on to except from discharge those debts that are "of
the kind specified in section 523(a) of this title." On its face,
Section 1192(2) seeks to incorporate the list of debts that are
deemed nondischargeable found in Section 523(a), without regard for
the character of the debtor. Section 523(a) contains limiting
language, stating that "[a] discharge under section 727, 1141,
1192, 1228(a), 1228(b), or 1328(b) of this title does not discharge
an individual debtor from any debt. . . ."
Based on this language, the Court makes three observations
concerning the interplay between Sections 1192 and 523. First,
Section 1192(2)'s reference to Section 523(a) only incorporates the
list of nondischargeable debts, without expanding it. Because
Section 523(a) unequivocally applies only to individuals, the
language of Section 1192(2) does not empower Section 523(a) to cast
a wider net than the text of § 523(a) permits. Second, the fact
that Congress added Section 1192 into Section 523 demonstrates that
Congress intended Section 1192(2) to limit the Section 523
exceptions in Subchapter V to individuals only. Third, corporate
debtors proceeding under Chapter 11 historically have been immune
to dischargeability actions under Section 523(a). It is
well-settled law in this circuit that the Section 523 exceptions to
discharge apply only to individuals, not to corporations.
The Court determines that the interplay between Sections 1192(2)
and 523(a) compels the conclusion that in the Subchapter V context,
only individuals, not corporations, can be subject to Section
523(a) dischargeability actions.
Avion also brings three claims under Section 727(a)(3), (4), and
(5), respectively, seeking a determination that GFS be denied a
discharge of any debts. GFS argues that these claims should be
dismissed as a matter of law because Section 727 applies only to
Chapter 7 proceedings. In response, Avion argues that Section
1141(d)(3)(C) incorporates Section 727 into Chapter 11 proceedings,
and thus GFS is subject to its discharge exclusions.
Section 1141(d)(3)(C) states: "(3) the confirmation of a plan does
not discharge a debtor if— . . . (C) the debtor would be denied a
discharge under section 727(a) of this title if the case were a
case under Chapter 7 of this title." The plain language of this
provision imports Section 727 liability into Chapter 11 cases.
However, Avion ignores, that Section 1181(c) makes Section 1141
inapplicable to this particular case because the confirmed plan is
nonconsensual.
Here, the Court confirmed GFS' plan of reorganization under Section
1191(b) because it was a nonconsensual plan. Accordingly, the Court
determines that Section 727's limits on dischargeability do not
apply to GFS. Therefore, the Court dismisses all causes of action
under Section 727 under Rule 12(b)(6) for failure to state a claim
upon which relief can be granted.
A full-text copy of the ORDER dated Nov. 10, 2022, is available at
https://tinyurl.com/4y7b4jyd from Leagle.com.
About GFS Industries, LLC
GFS Industries, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-50403-cag) on April
21, 2022. In the petition filed by Gary Hellmann, manager, the
Debtor disclosed up to $1 million in both assets and liabilities.
Robert C. Lane, Esq., at the Lane Law Firm is the Debtor's
counsel.
GLOBAL THERMOSTAT: Failed to Pay Bochner Legal Fees
---------------------------------------------------
Emily Lever of Law360 reports that New York firm, Bochner IP PLLC,
sued environmental company Global Thermostat in New York state
court Friday over allegedly skipping out on a $102,000 bill for its
work on intellectual property transactions aimed at fending off
bankruptcy, saying Global Thermostat "never intended to pay" in
full.
About Global Thermostat
Global Thermostat is a research and product development company in
Colorado that commercializes its advanced, multi-patented
technology to transform Carbon Dioxide from a global liability into
an immense profit.
GOPHER RESOURCE: US$510M Bank Debt Trades at 38% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Gopher Resource LLC
is a borrower were trading in the secondary market around 61.7
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$510 million facility is a term loan. The loan is scheduled
to mature on March 6, 2025. About US$473 million of the loan is
withdrawn and outstanding.
Gopher Resource, LLC provides recycling services.
GRAY LAND: Plan Agent Has Authorization to Auction Equipment
------------------------------------------------------------
In the adversary case styled In re GRAY LAND & LIVESTOCK, LLC,
Debtors. CRITICAL POINT ADVISORS, LLC, a Washington Limited
Liability Company, Plaintiff, v. COLUMBIA STATE BANK, a Washington
state chartered bank, Rick T. Gray, a resident of Washington, and
GRAY LAND & FARMING, LLC, a Washington Limited Liability Company,
Defendants, Main Case No. 19-00467-FPC11, Adversary Case No.
22-80021, (Bankr. E.D. Wash.), Bankruptcy Judge Frederick P. Corbit
issued a Findings of Fact and Conclusions of Law in support of his
order determining interest and authorizing Plan Agent's auction of
equipment.
Rick T. Gray was an owner and manager of: (a) Gray Land &
Livestock, LLC (the "Debtor"); (b) Gray Land & Farming, LLC; (c)
Gray Farms & Cattle Company, LLC; and (d) Gray Holdings, LLC. The
Debtor filed a voluntary petition for bankruptcy under Chapter 11
of the Bankruptcy Code on Feb. 28, 2019. Mr. Gray signed the
Petition as the authorized representative of Gray Land & Livestock,
LLC.
On March 29, 2019, Mr. Gray signed under penalty of perjury the
Statement of Financial Affairs, where he listed a single asset
owned by Tom and Lynda Gray. The Statement contains "Part 11,"
entitled "Property the Debtor Holds or Controls that the Debtor
Does Not Own." Notably absent from the list of property that the
Debtor holds or controls are the vehicles and equipment Mr. Gray
now claims are owned by Darrell Downing, Miland Walling, Rick Gray
(individually), Gray Holdings, LLC, Gray Farms & Cattle Company,
LLC, Gray Land & Farms, LLC, Tom Gray, and the Orville Thomas Gray
and Lynda Lee Gray Living Trust. The Debtor never amended the
Statement of Financial Affairs.
Also, the Debtor's First Amended Disclosure Statement filed on
April 2, 2020, provided that all the real property and equipment
that had been owned by Mr. Gray, Gray Farms & Cattle Company, LLC,
and Gray Holdings, LLC had been transferred into the Debtor.
On June 19, 2020, the Court confirmed Columbia State Bank's Second
Amended Chapter 11 Plan, which provides that: "upon the effective
date, all assets of the Estate shall transfer to the Debtor. Upon
such transfer, all assets shall be transferred from the Debtor and
shall vest in the Grantor Trust under the terms of both the Plan
and the Grantor Trust Agreement." The Plan requires the Plan Agent
to liquidate trust assets. The Grantor Trust authorizes the Plan
Agent to sell the trust assets. Critical Point Advisors issued a
notice of sale on Jan. 25, 2022, indicating the Plan Agent's intent
to sell trust assets, including equipment and vehicles in a public
auction.
During trial, the Plan Agent offered and the Court admitted Exhibit
112, a Proposed Order as to the Sale of Items of Equipment and
Distribution of Sale Proceeds. Attached to the Proposed Order was
Exhibit A — an itemized list of personal property and equipment
(the equipment was used by the Debtor for farming operations and
was properly transferred to the Grantor Trust under the terms of
the Plan).
Asserting that he is the owner of the debtor-in-possession, Mr.
Gray opposes the Plan Agent's Notice of Auction on the grounds that
certain items included in the auction were not trust assets.
However, Mr. Gray's objection provided no substantive evidence to
support the allegations. In addition, despite Mr. Gray's
allegations, no objections were filed by Miland Walling, Mr.
Downing, Lynda Gray, or the trustee of the Orville Thomas Gray and
Lynda Lee Gray Living Trust.
The Court finds and concludes that Mr. Gray may not represent the
interests of any corporate entity because he is not a licensed
attorney — he also lacks standing to object to the sale on the
basis that the property or equipment in the proposed sale belongs
to other individuals, such as Miland Walling, Mr. Downing, Mr.
Gray's deceased father or his mother Lynda Gray.
During trial, Mr. Gray's current assertion about the ownership of
estate property is directly inconsistent with his previous
assertions (in the Debtor's Statement of Financial Affairs and
during the emergency cash collateral hearing) about the ownership
of that same property. Now, Mr. Gray adopts a contradictory
position, that if adopted by the Court, would allow him to derive
an unfair advantage and impose an unfair detriment on Columbia
State Bank.
Accordingly, the Court finds and concludes that Mr. Gray is
precluded from asserting an ownership interest in the equipment and
personal property listed in Exhibit A under the doctrine of
judicial estoppel. Under the doctrine, a party may not prevail in
one phase of a case on an argument and then rely on a contradictory
argument to prevail in another phase of the case.
Likewise, the titles attached to Proof of Claim 14 filed by
Columbia State Bank, conclusively establish that for the titled
vehicles listed in Exhibit A, Columbia State Bank is the legal
owner, and the Debtor is the registered owner. Hence, the Court
overrules Mr. Gray's objections to the sale finding no good faith
grounds for Mr. Gray's assertions that certain items listed in
Exhibit A are owned by people or entities other than the Debtor.
A full-text copy of the FINDINGS OF FACT AND CONCLUSIONS OF LAW
dated Nov. 10, 2022, is available at https://tinyurl.com/3z669c3b
from Leagle.com.
About Gray Land & Livestock
Gray Land & Livestock is a privately held company that operates in
the animal food manufacturing industry. Gray Land & Livestock
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Wash. Case No. 19-00467) on Feb. 28, 2019. At the time of the
filing, the Debtor was estimated to have assets of less than
$50,000 and liabilities of $1 million to $10 million. The case is
assigned to Judge Frederick P. Corbit. The Debtor tapped Bailey &
Busey LLC as its legal counsel.
GREENPOINT ASSET: Hearing on Plan Solicitation Bid Set for Dec. 7
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin is
set to hold a hearing on Dec. 7 to consider the motion filed by
Greenpoint Asset Management II, LLC to extend to Feb. 28 the period
during which the company can solicit votes on its proposed plan to
exit Chapter 11 protection.
Greenpoint requires an extension of the solicitation period while
it waits for the resolution of the adversary case it filed against
a certain Erick Hallick, and the case brought against the company
by the Securities and Exchange Commission.
In late July, the SEC case (W.D. Wis. 19-CV-809) resulted in a jury
verdict adverse to the company. The court overseeing the case is
determining the appropriate remedies from the verdict. The
determination may affect the company and until appropriate remedies
are resolved, the company's ability to fund its proposed plan is
uncertain.
Meanwhile, the only issue remaining in the Hallick case after
partial summary judgment was granted in Greenpoint's favor is
solvency. The company does not anticipate the case to be resolved
before January or February 2023.
Greenpoint filed its Chapter 11 plan of reorganization and
disclosure statement on March 7. The deadline for soliciting
acceptances for the plan is Nov. 17.
About Greenpoint Asset
Greenpoint Asset Management II, LLC is the managing member
Greenpoint Tactical Income Fund, LLC and GP Rare Earth Trading
Account, LLC. It is based in Oconomowoc, Wis.
Greenpoint filed a petition for Chapter 11 protection (Bankr. E.D.
Wis. Case No. 21-25900) on Nov. 11, 2021, listing $3,474,579 in
assets and $69,147,986 in liabilities. Michael G. Hull, manager,
signed the petition.
Judge G. Michael Halfenger oversees the case.
Jerome R. Kerkman, Esq., at Kerkman & Dunn and Kopecky Schumacher
Rosenburg, LLC serve as the Debtor's bankruptcy counsel and special
counsel, respectively. Armed Accountants, Inc. is the Debtor's
accountant.
The Debtor filed its plan of reorganization and disclosure
statement on March 7, 2022.
GREGORY TE VELDE: Trustee's Summary Judgment Bid Granted in Part
----------------------------------------------------------------
Bankruptcy Judge René Lastreto, II grants in part the second
motion for summary judgment filed by Plaintiff Randy Sugarman,
chapter 11 liquidating trustee, in the adversary case titled RANDY
SUGARMAN, Ch. 11 Trustee, Plaintiff, v. IRZ CONSULTING, LLC (aka)
IRZ Construction Division LLC, Defendant. IRZ CONSULTING, LLC (aka)
IRZ Construction Division LLC, Third-Party Plaintiff, v. U.S. FARM
SYSTEMS; 4 CREEKS, INC., JOHN FAZIO (dba Fazio Engineering);
DARI-TECH, INC.; LASER LAND LEVELING, INC.; MAAS ENERGY WORKS,
INC.; GEORGE CHADWICK (dba George Chadwick Consulting); VALMONT
NORTHWEST, INC.; NUCOR BUILDING SYSTEMS UTAH LLC, Third-Party
Defendants, Adv. Proceeding No. 19-1033, (Bankr. E.D. Cal.).
The Trustee asks the Court for partial summary judgment against the
Defendant IRZ Consulting, LLC ("IRZ"), declaring that the
limitation of damages provisions contained in the Sept. 30, 2015
Work Order and the Nov. 17, 2015 Project Management Services for
Greg Tevelde Willow Creek Dairy Construction Project purporting to
limit Trustee's damages to $550,000 are unenforceable.
On Sept. 30, 2015, the Debtor Gregory te Velde and IRZ Construction
Division—"an Oregon limited liability company" ("ICD") executed a
Work Order providing that ICD would provide certain construction
design services to Debtor for the "Willow Creek Dairy" on a time
and material basis — the price was not to exceed $100,000. The
Work Order was signed by the Debtor and Fred Ziari, as an agent of
ICD. Although the Contract expressly refers to ICD, it is signed by
Ziari as President of IRZ Consulting, LLC (a duly licensed Oregon
contractor and a duly organized Oregon limited liability company).
On Nov. 17, 2015, the Debtor and Ziari executed a Contract, which
provided that Defendant would perform 21 separate construction
related tasks for the Willow Creek Dairy. The second part of the
agreement contains the following limitation on damages in Section
6.01: "A. ICD LIABILITY: It is agreed by OWNER and ICD that ICD may
be liable for damages directly caused by negligent acts, errors,
and omissions made by ICD. Under no circumstances shall that amount
exceed $500,000 or the amount of ICD's fees, whichever is lower.
Under no circumstances shall ICD be liable for negligent acts,
errors and omissions of OWNER or SUB-CONTRACTORS."
The Defendant maintains that a plain reading of the Work Order and
Contract indicate that both exculpatory clauses contemplated
limiting the damages for a cause of action based on its alleged
acts and omissions, which includes breach of contracts damage.
Judge Lastreto sustains Trustee's argument that breach of contract
damages are available because the limitation of liability clauses
used by ICD and the Defendant expressly use the word "negligence."
Based on a plain reading of the agreements, the reasonable
interpretation of the two clauses at issue is that they are limited
in scope to encompass only "acts, errors, or omissions" relating to
negligence. Based on this language, Judge Lastreto cannot conclude
that the parties "clearly and unequivocally" intended for that
language to be broader and encompass all types of acts, errors, or
omissions.
In addition, Judge Lastreto determines that there is nothing in
either contract that releases ICD/Defendant from liability for
general and consequential damages for breach of contract. He also
notes that the Defendant undertook a contractual obligation "to
make sure that the project is designed and constructed to operate
at maximum efficiencies while using quality materials and qualified
personnel to minimize costs and achieve a long lasting and
sustainable project."
Hence, Judge Lastreto grants in part the Trustee's motion for
summary judgment as to the effect of the limitation of liability
clauses in the Work Order and the Contract. According to Judge
Lastreto, Trustee's breach of contract claim can proceed since the
language of the limitation of liability clauses refers specifically
to "negligent acts, errors, and omissions" only — and not breach
of contract. "It will be up to the Trustee at trial to present
proof of the alleged breaches of contract," he adds.
In addition, the Trustee insists that the agreements affected the
public welfare since the Defendant provided "design and engineering
services" to build a dairy that required a Confined Animal Feeding
Operation ("CAFO") permit issued by the Oregon Department of
Agriculture to, in part, protect local ground water, and the
Defendant's alleged mismanagement of the project resulted in the
need for environmental remediation.
Judge Lastreto finds nothing in the Work Order or the Contract that
would suggest that the Defendant has a duty of public service to
either the State of Oregon or the Trustee. In addition, Judge
Lastreto notes that the CAFO permit was between the Debtor and the
State of Oregon — the Debtor's obligations to the State of Oregon
are not the Defendant's obligations.
Next, the Trustee argues that the Sept. 30, 2015 Work Order is void
because ICD is an unlicensed entity. The Trustee maintains that the
Work Order was an illegal contract which cannot be enforced against
the estate. The Trustee's evidence seems to prove that IRZ
Consulting, LLC has been licensed by the Oregon Construction
Contractors Board ("CCB") since 2011. The November 2015 Contract
identifies the contracting parties as Debtor TeVelde and IRZ
Construction Division "a division of IRZ Consulting LLC." The
earlier Work Order between the parties identified ICD as "IRZ
Construction Division, an Oregon limited liability company." But it
apparently was not a limited liability company when the Work Order
was signed. Since the record itself contains conflicting
information, Judge Lastreto finds a genuine factual dispute on this
material issue.
Lastly, the Trustee argues that the limitation of liability
provisions do not bar Trustee's claims for relief under the
doctrine of procedural unconscionability. The Defendant responds
that Trustee has failed to provide any evidentiary support that the
limitation of liability language was "bargained for" that Trustee
had a lack of meaningful choice, or that the consequential damages
waiver was hidden in a manner that caused surprise.
Judge Lastreto denies the remainder of Trustee's claims, finding
that there exist a genuine issues of material fact with respect to
(1) whether the Work Order and Contract affect the public welfare,
(2) whether ICD was performing unlicensed contractor's services,
and (3) whether the limitation of liability provisions are
procedurally unconscionable due to their lack of conspicuousness,
and whether they were bargained for, or called to the Debtor's
attention.
A full-text copy of two Report and Recommendation dated Nov. 10,
2022, is available at https://tinyurl.com/n399rm68 and
https://tinyurl.com/2ama8enr from Leagle.com.
About Gregory John te Velde
Tipton, California-based Gregory John te Velde filed for Chapter 11
bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018.
In his Chapter 11 petition, the Debtor estimated both assets and
liabilities between $100 million and $500 million. Mr. te Velde
does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost
Valley Farm. He formerly did business as Willow Creek Dairy.
Judge Fredrick E. Clement oversees the bankruptcy case.
Mr. te Velde is represented by Riley C. Walter, Esq., who has an
office in Fresno, California.
GT REAL ESTATE: Chapter 11 Plan Faces Release Objection
-------------------------------------------------------
The Office of the United States Trustee objected Tuesday, Nov. 8,
2022, to the proposed Chapter 11 plan of a development firm tied to
the Carolina Panthers and their owner, saying the plan would
include claim channeling injunctions found in mass tort cases.
The Debtor's proposed plan implements the terms of the Plan Support
and Sponsorship Agreement with the Debtor's parent and DIP Lender,
DT Sports Holding, LLC ("Plan Sponsor"). Under the Plan, among
other things, priority contractor claims and secured contractor
claims will be channeled to a $60 million settlement trust (the
"Settlement Trust") funded by the Plan Sponsor, while general
unsecured claims (including unsecured contractor claims) are also
channeled to the Settlement Trust and will receive payment from (i)
a $500,000 cash pool and (ii) remaining funds in the Settlement
Trust. The Plan also provides for the implementation of the Class
5 Trust, which will be funded with certain causes of action, as
well as the real estate comprising the project site (the "Project
Site"). In turn, the Debtor's liability for all Class 5 Claims
will be channeled to the Class 5 Trust.
"By such channeling injunction, as well as by the broad third-party
release provision, the Plan extinguishes direct claims against
non-debtors held by all Holders of Claims and their Related
Parties, without their consent, and without regard to whether such
Holders voted to accept or reject the Plan, did not return a
ballot, or did not have the right to vote. Neither the Plan nor
solicitation procedures provided any way for Holders of Claims to
avoid giving such releases," Andrew R. Vara, United States Trustee
for Region 3, points out.
"The Plan's proposed channeling injunctions resemble the
injunctions that have historically been featured in chapter 11
cases involving asbestos or other product liability claims
for which injuries and claims are expected to arise indefinitely
into the future. However, this case does not involve tort claims,
making the proposed channeling injunctions unusual and
unnecessary. The Bankruptcy Code expressly allows channeling
injunctions under Section 524(g) only in cases involving asbestos
liability. While certain courts have confirmed plans that include
channeling injunctions of non-asbestos claims, such cases have
involved mass tort liability with a vast and unknown number of
present and future claimants holding claims in an unquantifiable
amount. No such factual hallmarks exist here."
The U.S. Trustee objects to confirmation of the Plan on the
following grounds:
* First, the Plan's channeling injunctions and non-consensual
third-party release is not authorized by any provision of the
Bankruptcy Code.
* Second, the Plan's non-consensual release does not comply with
Third Circuit precedent.
* Third, the Plan's debtor release includes a non-consensual
third-party release of claims held by the Debtors' Related Parties.
* Fourth, the debtor release and third-party release fail to
exclude known or unknown claims of fraud, gross negligence and
willful misconduct, even with respect to releases of estate
fiduciaries.
* Fifth, the Plan impermissibly seeks to treat the Plan as a
"settlement" subject to the standards of Federal Rule of Bankruptcy
Procedure 9019.
* Sixth, the Plan contravenes applicable law with respect to
quarterly fee liability.
About GT Real Estate Holdings
GT Real Estate Holdings is a real estate company owned by David
Tepper. It was created to own and develop a mixed-use,
pedestrian-friendly community, sports, and entertainment venue,
that would also include a new headquarters and practice facility
for the Carolina Panthers, a National Football League team,
situated on a 234-acre site located in Rock Hill, South Carolina.
The company suspended further development of the Project in March
2022.
GT Real Estate Holdings sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10505) on June 2,
2022. In the petition filed by Jonathan Hickman, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $100 million and $500 million each.
The Hon. Karen B. Owens is the case judge.
The Debtor tapped White & Case LLP as restructuring counsel; Farnan
LLP, as Delaware counsel; and Alvarez & Marsal as financial
advisor. Kroll Restructuring Administration LLC is the claims
agent.
GTT COMMUNICATIONS: US$1.77B Bank Debt Trades at 34% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which GTT Communications
Inc is a borrower were trading in the secondary market around 66.2
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$1.77 billion facility is a term loan. The loan is scheduled
to mature on May 31, 2025. About US$866 million of the loan is
withdrawn and outstanding.
GTT Communications, Inc. offers telecommunications services.
GTT COMMUNICATIONS: US$1.77B Bank Debt Trades at 34% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which GTT Communications
Inc is a borrower were trading in the secondary market around 66
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$1.77 billion facility is a term loan. The loan is scheduled
to mature on May 31, 2025. About US$866 million of the loan is
withdrawn and outstanding.
GTT Communications, Inc. offers telecommunications services. The
Company does not own the infrastructure over which services are
provided. GTT Communications designs and integrates data transfer
and connectivity solutions and offers access to the networks and
technologies of its vendor partners.
HALLIBURTON CO: Egan-Jones Retains BB Sr. Unsec. Debt Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on October 26, 2022, retained its BB
foreign currency and local currency senior unsecured ratings on
debt issued by Halliburton Co.
Headquartered in Houston, Texas, Halliburton Company provides
energy and engineering and construction services, as well as
manufactures products for the energy industry.
HASBRO INC: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on October 20, 2022, retained its BB+
foreign currency and local currency senior unsecured ratings on
debt issued by Hasbro Inc.
Headquartered in Pawtucket, Rhode Island, Hasbro, Inc. designs,
manufactures, and markets toys, games, interactive software,
puzzles, and infant products internationally.
HAYES BUSINESS: Hires The Lane Law Firm as Legal Counsel
--------------------------------------------------------
Hayes Business Solutions, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ The
Lane Law Firm, PLLC as its legal counsel.
The firm will render these legal services:
(a) assist, advise and represent the Debtor relative to the
administration of the Chapter 11 case;
(b) assist, advise and represent the Debtor in analyzing its
assets and liabilities, investigating the extent and validity of
lien and claims, and participating in and reviewing any proposed
asset sales or dispositions;
(c) attend meetings and negotiate with the representatives of
the secured creditors;
(d) assist the Debtor in the preparation, analysis, and
negotiation of any plan of reorganization and disclosure statement
accompanying any plan of reorganization;
(e) take all necessary action to protect and preserve the
interests of the Debtor;
(f) appear, as appropriate, before this court, the appellate
courts, and other courts in which matters may be heard and to
protect the interests of the Debtor; and
(g) perform all other necessary legal services in this case.
The hourly rates of the firm's counsel and staff are as follows:
Robert C. Lane $550 per hour
Supervising Attorneys $350 per hour
Associate Attorneys $350 to $400 per hour
Paraprofessionals $125 to $175 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received from the Debtor a retainer of $20,000.
Robert Lane, Esq., an attorney at The Lane Law Firm, 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:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
The Lane Law Firm, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
Joshua.gordon@lanelaw.com
About Hayes Business Solutions, LLC
Hayes Business Solutions, LLC sought protection under Chapter 11 of
the U.S. Bankruptcuy Code (Bankr. S.D. Tex. Case No. 22-33190) on
October 27, 2022. In the petition filed by Timothy Hayes,
president, the Debtor disclosed up to $100,000 in assets and up to
$500,000 in liabilities.
Judge Christopher Lopez oversees the case.
Robert C Lane, Esq., at the Lane Law Firm, represents the Debtor as
legal counsel.
HCA HEALTHCARE: Egan-Jones Retains BB+ Local Currency Unsec. Rating
-------------------------------------------------------------------
Egan-Jones Ratings Company, on October 26, 2022, retained its BB+
local currency senior unsecured rating on debt issued by HCA
Healthcare Inc.
Headquartered in Nashville, Tennessee, HCA Healthcare, Inc. offers
health care services.
HCA INC/OLD: Egan-Jones Retains BB+ Sr. Unsec. Debt Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on October 26, 2022, retained its BB+
foreign currency and local currency senior unsecured ratings on
debt issued by HCA Inc/Old.
Headquartered in Nashville, Tennessee, HCA Inc. of Delaware owns,
manages, and operates hospitals.
HELIX ENERGY: Egan-Jones Retains CCC+ Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on October 27, 2022, retained its CCC+
foreign currency and local currency senior unsecured ratings on
debt issued by Helix Energy Solutions Group Inc.
EJR retained its B foreign currency and local currency ratings on
commercial paper issued by the Company.
Headquartered in Attleboro, Massachusetts, Sensata Technologies
Holding N.V. develops, manufactures, and sells sensors and
controls.
HERTZ GLOBAL: Defeats Early Payoff Fee Demand in Bankruptcy Court
-----------------------------------------------------------------
Steven Church of Bloomberg News reports that Hertz Corp. does not
have to pay bondholders nearly $224 million as a penalty for paying
off debt early when the car renter restructured its balance sheet
in bankruptcy last 2021, a federal judge ruled Nov. 9, 2022.
The ruling by U.S. Bankruptcy Judge Mary Walrath is likely to be
appealed by bondholders to the Third Circuit Court of Appeals in
Philadelphia, both sides said at the end of the hearing.
At the hearing Nov. 9, 2022, Judge Walrath heard, (i) Plaintiff
Wells Fargo Bank, N.A.'s Motion for the Court to Reconsider Its
Motion to Dismiss Decision; and (ii) Wells Fargo Bank, N.A.'s
Motion for Summary Judgment.
Judge Walrath said, "I think the best way to proceed here is for me
to deny the Motion for Reconsideration and certify a direct appeal
of my decision to the Third Circuit and see if this will help
resolve this issue. I think that ultimately this decision has to
be decided either by the Supreme Court or by Congress..."
The case is Wells Fargo Bank, National Association v. The Hertz
Corporation et al, Adv. Pro. No. 1:21-ap-50995, In re RENTAL CAR
INTERMEDIATE HOLDINGS, LLC (Bankr. D. Del. Case No. 20-11247).
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. They also operate a
vehicle leasing and fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases.
The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis
& Co. as investment banker, and FTI Consulting as financial
advisor. The Debtors also retained the services of Boston
Consulting Group to assist the Debtors in the development of their
business plan. Prime Clerk LLC is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC, as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
* * *
Hertz Global and its subsidiaries emerged from Chapter 11
bankruptcy at the end of June 2021. Hertz won approval of a Plan
of Reorganization that unimpaired all classes of creditors (who are
legally deemed to have accepted it) and was approved by more than
97% of voting shareholders. The Plan provided for the existing
shareholders to receive more than $1 billion of value.
Recovery by shareholders of close to $8 a share was made possible
after a fierce competition among bidders for control in the
company. Initial offers from potential bidders for Hertz in its
bankruptcy offered nothing for equity. Hertz in May 2021 selected
investment firms Knighthead Capital Management LLC and Certares
Management LLC, joined by other investors including Apollo Global
Management Inc. and a group of existing shareholders, as the
winning bidders for control of the bankrupt company. A rival group
that included Centerbridge Partners LP, Warburg Pincus LLC and
Dundon Capital Partners LLC was outbid at auction.
Hertz's Plan eliminated over $5 billion of debt, including all of
Hertz Europe's corporate debt, and will provide more than $2.2
billion of global liquidity to the reorganized Company. Hertz also
emerged with (i) a new $2.8 billion exit credit facility consisting
of at least $1.3 billion of term loans and a revolving loan
facility, and (ii) an $7 billion of asset-backed vehicle financing
facility, each on favorable terms.
HEXCEL CORP: Egan-Jones Retains BB+ Sr. Unsec. Debt Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on October 28, 2022, retained its BB+
foreign currency and local currency senior unsecured ratings on
debt issued by Hexcel Corp.
Headquartered in Stamford, Connecticut, Hexcel Corporation
develops, manufactures, and markets reinforcement products,
composite materials, and engineered products.
HOLLAND & BARRETT: S&P Downgrades ICR to 'SD', Withdraws Rating
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Holland &
Barrett to 'SD' (selective default) from 'CC'.
S&P also lowered its issue rating on Holland & Barrett's senior
secured debt to 'D' from 'CC'.
S&P has subsequently withdrawn all its ratings on Holland and
Barrett and its debt at the company's request.
S&P said, "We understand that L1R HB Finance Ltd., parent company
of U.K. retailer Holland & Barrett, has closed the below-par debt
repurchase transaction announced on Sept. 20, 2022, comprising the
GBP450 million B1 loan, EUR415 million B2 loan, and GBP75 million
revolving credit facility.
"As per our previous publication on Sept. 22, 2022, we consider
this transaction as distressed and tantamount to default."
Rating Action Rationale
The downgrade follows the completion of the debt repurchase
transaction on the terms announced on Sept. 20, 2022. S&P views the
completed debt repurchase as tantamount to default since lenders
are receiving less than the face value of these obligations.
S&P has subsequently withdrawn its ratings on Holland & Barrett at
the company's request.
HOOK FISH: Gets Interim OK to Tap Brian K. McMahon as Legal Counsel
-------------------------------------------------------------------
Hook, Fish and Chicken Express, LLC received interim approval from
the U.S. Bankruptcy Court for the Southern District of Florida to
hire Brian K. McMahon, PA to handle its Chapter 11 case.
The firm's services include:
(a) advising the Debtor with respect to its powers and
duties;
(b) advising the Debtor with respect to its responsibilities
in complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) preparing legal papers;
(d) protecting the interest of the Debtor in all matters
pending before the court; and
(e) representing the Debtor in negotiation with its creditors
in the preparation of a Chapter 11 plan.
Brian McMahon, Esq., the firm's attorney, will bill $400 per hour
for his services. His firm received a retainer in the amount of
$7,500.
In court filings, Mr. McMahon disclosed that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. McMahon holds office at:
Brian K. McMahon, Esq.
Brian K. McMahon, PA
1401 Forum Way, 6th Floor
West Palm Beach, FL 33401
Telephone: (561) 478-2500
Facsimile: (561) 478-3111
Email: brian@bkmbankruptcy.com
About Hook, Fish and Chicken Express
Hook, Fish and Chicken Express, LLC sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-18419) on Oct. 31. 2022, with up to $1 million in both assets
and liabilities. Judge Erik P. Kimball oversees the case.
Brian K. McMahon, Esq., at Brian K. McMahon, PA serves as the
Debtor's counsel.
INFINITE INVESTMENTS: Gets OK to Hire Brian K. McMahon as Counsel
-----------------------------------------------------------------
Infinite Investments & Rental, LLC received interim approval from
the U.S. Bankruptcy Court for the Southern District of Florida to
hire Brian McMahon, Esq., an attorney at Brian K. McMahon, PA to
handle its Chapter 11 case.
The firm's services include:
(a) advising the Debtor with respect to its powers and
duties;
(b) advising the Debtor with respect to its responsibilities
in complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) preparing legal papers;
(d) protecting the interest of the Debtor in all matters
pending before the court; and
(e) representing the Debtor in negotiation with its creditors
in the preparation of a Chapter 11 plan.
Mr. McMahon 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 firm can be reached through:
Brian K. McMahon, Esq.
Brian K. McMahon, PA
1401 Forum Way, 6th Floor
West Palm Beach, FL 33401
Telephone: (561) 478-2500
Facsimile: (561) 478-3111
Email: brian@bkmbankruptcy.com
About Infinite Investments & Rental
Infinite Investments & Rental, LLC sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-18421) on Oct. 31, 2022, with up to $1 million in both assets
and liabilities. Judge Erik P. Kimball oversees the case.
Brian K. McMahon, Esq., at Brian K. McMahon, PA represents the
Debtor as counsel.
IRIDIUM COMMUNICATIONS: Egan-Jones Keeps B- Sr. Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on October 25, 2022, retained its B-
foreign currency and local currency senior unsecured ratings on
debt issued by Iridium Communications Inc.
EJR also retained its B foreign currency and local currency ratings
on commercial paper issued by the Company.
Headquartered in McLean, Virginia, Iridium Communications Inc.
offers mobile satellite communications services.
J FRONT: Egan-Jones Retains 'C' Sr. Unsecured Debt Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on October 19, 2022, retained its 'C'
foreign currency and local currency ratings on commercial paper
issued by J Front Retailing Co Ltd.
EJR also retained its 'B-' foreign currency and local currency
senior unsecured ratings on debt issued by the Company.
Headquartered in Tokyo, Japan, J. Front Retailing Co., Ltd. is a
holding company established through the merger of Daimaru and
Matsuzakaya.
JOURNEY PERSONAL: US$650M Bank Debt Trades at 33% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Journey Personal
Care Corp is a borrower were trading in the secondary market around
67 cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$650 million facility is a term loan. The loan is scheduled
to mature on March 1, 2028. The amount is fully withdrawn and
outstanding.
Journey Personal Care Corp. is a manufacturer and distributor of
personal care products.
JUUL LABS: Prevents Bankruptcy With Fresh Funding, Plans Job Cuts
-----------------------------------------------------------------
Rachel Butt of Bloomberg Law reports Juul Labs Inc. is getting a
financial lifeline from two longtime shareholders and is no longer
preparing to file for bankruptcy, but plans to cut around 400 jobs
as part of a reorganization, according to a person with knowledge
of the situation.
Nick Pritzker, the Hyatt Hotels heir and founder of Tao Capital
Partners LLC, and Riaz Valani, a partner at Global Asset Capital
LLC, have agreed to inject cash into the troubled e-cigarette
company, according to the person, who asked not to be identified
because the matter is private.
About Juul Labs Inc.
JUUL Labs, Inc., formerly known as Pax Labs, Inc., is an American
electronic cigarette company, with its principal place of business
in San Francisco, California.
Marlboro cigarette maker Altria Group Inc (MO.N) paid $12.8 billion
in 2018 for a 35% stake in Juul. Altria valued that stake at $450
million as of June 30, 2022.
Juul had been the market leader in e-cigarettes since 2018,
according to Euromonitor International. As of 2020, the company
held 54.7% share of the $9.38 billion U.S. e-vapor market.
On June 23, 2022, the U.S. Food and Drug Administration ordered
Juul to remove its e-cigarettes from the U.S. market effective
immediately, saying that Juul had failed to show the sale of its
products would be appropriate for public health.
The Columbia Circuit Court of Appeals on June 24, 2022, granted
Juul's emergency request for a stay, pending its appeal of the
decision. The FDA later said it was withholding the ban as it was
doing an additional review of the company's marketing application.
In July 2022, reports said that Juul was considering its options,
including bankruptcy, and reportedly hired Kirkland & Ellis and
Alvarez & Marsal, as well as bankers at Centerview Partners.
On Sept. 6, 2022, Juul agreed to pay $438.5 million to settle
claims by 34 U.S. states and territories over its marketing and
sales practices, including that it improperly courted teenage
buyers.
On Sept. 20, 2022, Juul Labs sued the FDA in a federal court in
Washington, D.C., over the agency's refusal to disclose documents
supporting its order banning the company from selling e-cigarettes.
The case is Juul Labs Inc v Food & Drug Administration, U.S.
District Court, District of Columbia, No. 22-02853.
KABBAGE INC: Ends $65.5 Million Fee Fight With Customers Bank
-------------------------------------------------------------
Steven Church of Bloomberg News reports that small business loan
servicer Kabbage, Inc. won court permission to settle its fight
with Customers Bank over unpaid servicing fees, which will bring
enough cash into bankrupt Kabbage for it to finish winding down.
US Bankruptcy Judge Craig Goldblatt gave Kabbage, which operated
under the name KServicing, permission to sign a deal with Customers
that cuts $8 million off the $65.5 million that Customers allegedly
owed the company. Under the agreement, Customers will pay $23
million to Kabbage, while Kabbage will be allowed to retain $35
million it allegedly owed Customers.
About Kabbage Inc.
Founded in 2010 and headquartered in Atlanta, Georgia, Legacy
Kabbage (a predecessor of KServicing) -- http://www.kservicing.com/
-- was one of the leading fintech providers of working capital to
small businesses for over a decade. Legacy Kabbage began as a
proprietary online lending platform for small businesses, providing
loan services to over 250,000 American small businesses, many of
which were businesses that struggled to receive adequate funding
through traditional banking institutions. From 2020-2021, the
Company provided and facilitated necessary funding to small
business owners through PPP loans during the COVID-19 pandemic.
The Company's existing technology infrastructure spearheaded its
PPP work, which led to a total of $7 billion in loans being
originated by the Company.
The origination and servicing of PPP Loans and small business loans
to eligible borrowers was critical during a time of unprecedented
health and economic uncertainty brought about by the COVID-19
pandemic. On Aug. 16, 2020, much of the Company's business was sold
to American Express Travel Related Services Company, Inc. As a
result of the merger, KServicing now operates in a limited capacity
as (i) a servicer and subservicer of PPP Loans, (ii) a software
services provider for lenders of PPP Loans, and (iii) a servicer of
a minor portfolio of non-PPP small business loans.
To implement the wind down of their businesses, on Oct. 3, 2022,
Kabbage, Inc. d/b/a KServicing and certain of its affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-10951). Judge Craig T. Goldblatt oversees the cases.
Kabbage Inc. estimated $500 million to $1 billion in assets and
debt as of the bankruptcy filing.
The Debtors tapped Weil, Gotshal & Manges, LLP as general counsel;
Richards, Layton & Finger, PA as local counsel; AlixPartners, LLC
as financial advisor; KPMG International Limited as fraud review
services provider; and Jones Day, LLP as government investigations
counsel. Greenberg Traurig is counsel to the Debtors' board of
directors. Omni Agent Solutions, Inc. is the claims agent and
administrative advisor.
KATY SALTWATER: Seeks Approval to Hire Joseph Kennedy as Accountant
-------------------------------------------------------------------
Katy Saltwater Disposal Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to hire Joseph
Kennedy, a practicing accountant in Longview, Texas.
Mr. Kennedy will charge $100 per hour for his services, plus
reimbursement of out-of-pocket expenses.
As disclosed in court filings, Mr. Kennedy neither represents nor
holds any interest adverse to the Debtor and its estate.
Mr. Kennedy can be reached at:
Joseph Kennedy
P.O. Box 6176
Longview, TX 75608
Phone: 903-236-2405
About Katy Saltwater Disposal Company
Katy Saltwater Disposal Company, Inc., a waste management service
provider in Carthage, Texas, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D. Texas Case No. 22-60360) on
Aug. 23, 2022, with $500,000 to $1 million in both assets and
liabilities. Clay Etheridge, president of Katy Saltwater Disposal
Company, signed the petition.
Judge Joshua P. Searcy oversees the case.
The Debtor tapped the services of William Stephen Shires, Esq., at
Shires Law Office and Joseph Kennedy, a practicing accountant in
Longview, Texas.
KATY SALTWATER: Seeks to Hire Shires Law Firm as Bankruptcy Counsel
-------------------------------------------------------------------
Katy Saltwater Disposal Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to hire Shires
Law Firm to handle its Chapter 11 case.
The firm will be paid $250 per hour for its services and will be
reimbursed for its out-of- pocket expenses. The retainer fee is
$3,500,
As disclosed in court filings, Shires Law Firm neither holds nor
represents any interest adverse to the Debtor and its estate.
The firm can be reached through:
Stephen Shires, Esq.
Shires Law Office
1316 Louisianna Street
P.O. Box 2224
Centers, TX 75935
Phone: (936) 598-3203
Fax: (936) 570-1171
Email: stephe@shireslawfirm.com
About Katy Saltwater Disposal Company
Katy Saltwater Disposal Company, Inc., a waste management service
provider in Carthage, Texas, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D. Texas Case No. 22-60360) on
Aug. 23, 2022, with $500,000 to $1 million in both assets and
liabilities. Clay Etheridge, president of Katy Saltwater Disposal
Company, signed the petition.
Judge Joshua P. Searcy oversees the case.
The Debtor tapped the services of William Stephen Shires, Esq., at
Shires Law Office and Joseph Kennedy, a practicing accountant in
Longview, Texas.
KB HOME: Egan-Jones Retains BB- Sr. Unsecured Ratings
-----------------------------------------------------
Egan-Jones Ratings Company, on October 19, 2022, retained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by KB Home.
Headquartered in Los Angeles, California, KB Home builds
single-family homes in the United States, primarily targeting
first-time and first-move-up homebuyers.
LAKEPORT CF: Gets OK to Hire DiNatale as Appraiser
--------------------------------------------------
Lakeport CF, LLC received approval from the U.S. Bankruptcy Court
for the District of Colorado to hire DiNatale Water Consultants, an
appraiser based in Boulder, Colo.
The Debtor requires an appraiser to prepare an evaluation of water
rights it holds in conjunction with its real property, and
potentially provide expert witness testimony concerning the
evaluation.
As disclosed in court filings, DiNatale is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matt Bliss
DiNatale Water Consultants
Lakeshore Building
5777 Central Ave #228
Boulder, CO 80301
Phone: +1 303-709-7044
Email: ciao@dinatalewater.com
About Lakeport CF
Lakeport CF, LLC, a company in Elbert County, Colo., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Colo. Case No. 22-11941) on May 31, 2022, with $10 million to $50
million in both assets and liabilities.
Judge Michael E. Romero oversees the case.
Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor,
PC and Fairfield and Woods P.C. serve as the Debtor's bankruptcy
counsel and special counsel, respectively.
LAS VEGAS SANDS: Egan-Jones Retains B+ Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on October 27, 2022, retained its B+
foreign currency and local currency senior unsecured ratings on
debt issued by Las Vegas Sands Corp.
Headquartered in Las Vegas, Nevada, Las Vegas Sands Corporation
owns and operates casino resorts and convention centers.
LEADING LIFE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Leading Life Senior Living, Inc.
1475 Rolling Links Drive
Milton, GA 30004
Business Description: The Debtor is a not-for-profit Texas
corporation that owns two memory care
facilities in Oklahoma. The facilities were
purchased in 2017 by the Debtor from Edmond
Memory Care LLC and Southwest Oklahoma City
LLC. The Edmond facility was opened in 2014
and has 42 beds. The Oklahoma City facility
was opened in 2015 and has 44 beds.
Chapter 11 Petition Date: November 18, 2022
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 22-42784
Debtor's Counsel: Rachael L. Smiley, Esq.
Alex Campbell, Esq.
Kevin Barnett, Esq.
FERGUSON, BRASWELL, FRASER, KUBASTA PC
2500 Dallas Parkway, Suite 600
Plano, TX 75093
Tel: 972-378-9111
Fax: 972-378-9115
Email: rsmiley@fbfk.law
acampbell@fbfk.law
kbarnett@fbfk.law
Debtor's
Claims
Agent: OMNI AGENT SOLUTIONS
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Joseph V. Pegnia as chief restructuring
officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BXFZOOQ/Leading_Life_Senior_Living_Inc__txnbke-22-42784__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Synergy Home Care Staffing $63,647
770 E Britton Rd
Oklahoma City, OK 73114
Tel: 405-254-3046
Email: weamakassem@synergyhomecare.com
2. Jasmine Estates OK Management $46,982
1904 College Pkwy
Flower Mound, TX 75028
3. Sooner Medical Staffing Staffing $24,087
P.O. Box 6341
Norman, OK 73105
Tel: 405-735-8383
Email: lsmith@turnkeyhealthclinics.com
4. MedNoc Staffing Solutions Staffing $20,740
2828 NW 57th St, Ste 120
Oklahoma City, OK 73112
Email: MedNocStaffingSolutions@gmail.com
5. On-Site Staffing Staffing $18,964
2524 N Broadway, Ste 485
Edmond, OK 73034
Tel: 580-713-4088
Email: cbattle@on-sitehealthcarellc.com
6. James Denny $17,374
P.O. Box 2184
Frisco, TX 75036
Email: james@imagineseniorlivingllc.com
7. Weaver and Tidwell, LLP Accountant $16,603
2821 W 7th St, Ste 700
Ft Worth, TX 76107
Tel: 817-882-7740
Email: accountsreceivable@weaver.com
8. Ben E Keith Company Food $10,000
601 E 7th St
Ft Worth, TX 76102
Tel: 405-753-7769; 405-323-6479
Email: phboudreaux@benekeith.com
9. Water Heater Man, LLC Plumbing $7,000
1709 S Fretz Ave, Ste 130
Edmond, OK 73013
Tel: 405-844-8265
Email: whmokc@yahoo.com
10. Lane Powell Law Firm Law $6,134
P.O. Box 91302
Seattle, WA 98111
Tel: 206-223-6288
Email: josh@mcfarlin-group.com
11. Complete Computer Services IT $5,600
3445 Poplar, Ste 10
Memphis, TN 38111
Tel: 901-327-8120
Email: Sylvia@completecomputersvcs.com
12. A Place For Mom Placement $3,500
999 3rd Ave
P.O. Box 913241
Seattle, WA 98104
Tel: 866-333-0960
Email: AR@aplaceformom.com
13. Craft & Communicate, LLC Internet $3,500
4017 Tamworth Rd Marketing
Ft Worth, TX 76116
Tel: 817-456-3221
Email: jen@craftandcommunicate.com
14. HealthCare Interactive, Inc On-Line Training $3,398
8800 W Hwy 7, Ste 331
Minneapolis, MN 55426
Tel: 952-928-7722
Email: ljoly@hcinteractive.com
15. Imagine Senior Living $2,446
P.O. Box 2184
Frisco, TX 75035
16. ABC Home & Commercial Services Pest $2,132
997 Grandys Ln
Lewisville, TX 75077
Tel: 469-549-7300
Email: dallas@evolveone.com
17. Medline Industries, LP Med Supplies $1,388
Dept 1080
P.O. Box 121080
Dallas, TX 75312-1080
Tel: 800-388-2147
18. Kirby Restaurant & Supplies $1,200
Chemical Supply
809 S Eastman Rd
Longview, TX 75602
Tel: 903-757-2723
Email: margarets@kirbysupply.com
19. CK Power $1,027
P.O. Box 790379
St Louis, MO 63179
Tel: 314-868-8620
Email: ar@ckpower.com
20. Facilitec Southwest $904
P.O. Box 161699
Ft Worth, TX 76161
Tel: 866-466-3339
LEARFIELD COMMUNICATIONS: US$864M Bank Debt Trades at 24% Discount
------------------------------------------------------------------
Participations in a syndicated loan under which Learfield
Communications LLC is a borrower were trading in the secondary
market around 76.3 cents-on-the-dollar during the week ended
Friday, November 18, 2022, according to Bloomberg's Evaluated
Pricing service data.
The US$864 million facility is a term loan. The loan is scheduled
to mature on December 1, 2023. About US$862 million of the loan
is withdrawn and outstanding.
Learfield Communications provides sports radio broadcasting
services.
LEARFIELD COMMUNICATIONS: US$864M Bank Debt Trades at 24% Discount
------------------------------------------------------------------
Participations in a syndicated loan under which Learfield
Communications LLC is a borrower were trading in the secondary
market around 76 cents-on-the-dollar during the week ended Friday,
November 18, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$864 million facility is a term loan. The loan is scheduled
to mature on December 1, 2023. About US$862 million of the loan is
withdrawn and outstanding.
Learfield Communications provides sports radio broadcasting
services.
LIBERTY ASSET: Ho's Bid for Attorneys Fees Denied, Case Dismissed
-----------------------------------------------------------------
Bankruptcy Judge Ernest M. Robles issued a memorandum of decision
denying Tsai Luan Ho's motion for attorneys' fees and dismissing
without prejudice the adversary proceeding titled In re: Liberty
Asset Management Corporation, Debtor. Bradley D. Sharp, Plan
Administrator for Liberty Asset Management Corporation, Plaintiff,
v. Tsai Luan Ho, Defendant, Case No. 2:16-bk-13575-ER, Adv. No.
2:16-ap-01374-ER, (Bankr. C.D. Cal.)
On Aug. 16, 2016, the Official Committee of Unsecured Creditors for
Liberty Asset Management Corporation's estate commenced this action
against Tsai Luan Ho and Benjamin Kirk. The Court approved a
stipulation dismissing the claims against Kirk with prejudice on
April 17, 2018.
The Court confirmed the Debtor's First Amended Chapter 11 Plan on
June 18, 2018. The Plan appointed Bradley D. Sharp of Development
Specialists, Inc. as the Plan Administrator. In this action, the
Plan Administrator seeks to avoid, as actually and constructively
fraudulent, transfers made from the Debtor to Ho. The Plan
Administrator seeks damages against Ho in excess of $11 million.
The trial of the claims against Ho was initially scheduled to
commence on May 29, 2018 but did not go forward because Ho filed a
voluntary Chapter 7 petition.
The Plan Administrator filed a Proof of Claim in the Ho Bankruptcy
Case based upon the allegations asserted in this action. The
Chapter 7 Trustee in the Ho Bankruptcy Case liquidated assets with
a value of $357,558, and the Plan Administrator received a
distribution of $17,757 in connection with its Proof of Claim. The
Northern District Bankruptcy Court found that Ho was not entitled
to a discharge, because she "has, for years, been involved in large
and sophisticated transactions" involving real estate, but failed
to maintain adequate financial records of those transactions. This
was affirmed by the District Court.
On May 25, 2022, the Court issued an Order requiring the Plan
Administrator and Oversight Committee to show cause why this
adversary proceeding should not be dismissed. The Plan
Administrator, with the approval of the Oversight Committee,
requested that the Court dismiss this action without prejudice.
Consequently, the Plan Administrator sent Ho a proposed stipulation
providing for dismissal of the adversary proceeding with prejudice.
But Ho refused to execute the stipulation, asserting that the
estate should pay Ho's attorney's fees. Ho asserts that she is
entitled to attorneys' fees in the amount of $50,000, as the
prevailing party in this action. Ho's assertion is based upon a fee
clause in two deeds of trust referenced in the Plan Administrator's
Complaint — one in favor of Bank SinoPac and the other in favor
of Northern California Mortgage Fund VII.
The Plan Administrator contends that Ho is not entitled to
attorneys' fees because this action was not an action "on a
contract," and therefore the fee clause in the deeds of trust was
not triggered.
The Court finds that Ho is not entitled to attorneys' fees because
the Plan Administrator's fraudulent transfer claims against Ho did
not arise from the Deeds of Trust. The Court explains that "the
Plan Administrator was not a party to the Deeds of Trust and did
not accede to any rights granted under the Deeds of Trust in
pursuing the fraudulent transfer claims. Rather than arising from
the Deeds of Trust, the Plan Administrator's fraudulent transfer
claims arise from a Profit Sharing Agreement entered into between
the Debtor and Ho's company Great Vista on Oct. 17, 2009. . . The
Plan Administrator relied upon the Deeds of Trust only to establish
the manner in which title to the various properties at issue was
transferred from the Debtor to entities controlled by Ho. In sum,
the fraudulent transfer claims are unrelated to the terms of the
Deeds of Trust."
Accordingly, the Court finds and concludes that Ho cannot avail
herself of the attorneys' fees clauses in the Deeds of Trust, which
were intended for the benefit of the lenders, simply because the
Deeds of Trust were included among the many exhibits that the Plan
Administrator would have introduced had the case proceeded to
trial.
A full-text copy of the MEMORANDUM OF DECISION dated Nov. 14, 2022,
is available at https://tinyurl.com/3esurkzf from Leagle.com.
About Liberty Asset Management
Before ceasing operations, West Covina, California-based Liberty
Asset Management Corporation was a real estate management company.
Its mission was to seek out real estate opportunities throughout
Northern and Southern California, invest in such opportunities, and
manage them.
Liberty Asset Management Corporation filed for Chapter 11
protection (Bankr. C.D. Cal. Case No. 16-13575) on March 21, 2016.
The Debtor estimated assets at $100 million to $500 million and
debt at $50 million to $100 million. The petition was signed by
Benjamin Kirk, CEO.
The Debtor tapped Leven Neale Bender Yoo & Brill LLP, as counsel.
The Debtor also engaged SierraConstellation Partners LLC, as
restructuring management advisor, and Lawrence R. Perkins, as chief
restructuring officer.
The Office of the U.S. Trustee on April 27, 2016, appointed three
creditors to serve on an official committee of unsecured creditors.
The Committee tapped Jeremy V. Richards, Esq., John D. Fiero, Esq.,
Gail S. Greenwood, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as
counsel. Development Specialists Inc. serves as the Committee's
financial advisor.
LOYALTY VENTURES: S&P Downgrades ICR to 'CCC+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Dallas-based
Loyalty Ventures Inc. (LVI) to 'CCC+' from 'B-'. S&P also revised
its liquidity assessment on the company to less than adequate from
adequate.
S&P said, "At the same time, we lowered the issue-level ratings on
LVI's term loan to 'CCC+' from 'B-'. The '3' recovery rating on the
term loan is unchanged and reflects our expectation for meaningful
(50%-70%; rounded estimate: 60%) recovery in an event of default.
"The negative outlook reflects the chance of a subsequent downgrade
if LVI's cash flow position continues to deteriorate, and we
estimate that LVI will not be able to sustain its high debt service
costs and interest payments with internal cash flows further
stressing liquidity.
"We believe LVI's capital structure is unsustainable and dependent
on favorable business and economic conditions to meet financial
commitments. LVI is facing challenges in both its AIR MILES®
Reward Program division and Brand Loyalty business segment. The AIR
MILES division is in transition because its competitive environment
is intensifying with coalition partners (Sobeys Inc., The Jean
Coutu Group Inc.) joining other loyalty programs. Similarly, within
the company's Brand Loyalty segment, headwinds, geopolitical
tensions, changing consumer affordability, and an escalated cost
environment persisted through third-quarter 2022, which we expect
will continue for the next few months.
"A combination of ongoing weakness in EBITDA, higher inventory (for
Brand Loyalty) than optimal levels, and ongoing working capital
investments have led to greater-than-expected cash flow usage.
Therefore, LVI's free cash flow deficits widened for last 12 months
to Sept. 30, 2022. We anticipate cash usage will continue in
fourth-quarter 2022, albeit at a slower pace, as we expect some
working capital unwinds primarily in the month of December. We now
estimate the company will exit 2022 with free cash flow deficits of
about US$40 million-US$45 million, which is a meaningful revision
from about low-single-digit amounts in our previous expectation. We
expect the debt-to-EBITDA ratio will be in the 7.0x-7.5x range
through 2023. We anticipate that the rate of cash burn should
somewhat moderate in 2023 as the company successfully executes its
revised campaigns at its Brand Loyalty segment and is able to
generate cash from operations. However, against the backdrop of
inflationary headwinds and looming risks of a recession, given that
LVI has a sizable debt amortization and weak EBITDA, we think that
the company's capital structure is unsustainable and dependent on
favorable business and economic conditions.
"The rating action reflects significant risks of continued cash
burn should LVI face delays in its working capital cash conversion.
We view the Bank Of Montreal and Shell contract extensions as a
positive but not effective for near-term EBITDA generation. We also
note that coalition partners that are retailers could continue to
launch proprietary loyalty programs or join other loyalty programs,
a factor that amplifies the risks and uncertainties about LVI's
ability to onboard new sponsors and establish longer-term
relationships. LVI's ability to improve its operating performance
hinges on the company's ability to continue to add strong partners
to its loyalty program, succeed in its cost-saving initiatives, and
improve campaign programs to increase customer appeal within the
Brand Loyalty segment.
"LVI's liquidity cushion could be stressed should there be
unforeseen circumstances. We estimate LVI's fixed charges (interest
expense, capital expenditure, and amortization) of about US$140
million-US$145 million for the next 12 months. We forecast that LVI
will not be able to adequately cover its fixed charges with
internally generated EBITDA. In addition, a high interest rate
environment exacerbates the risks of higher cash outflow for
mandatory interest payments. We believe, LVI will rely on
balance-sheet cash and revolver availability to cover cash flow
deficits. Although LVI's liquidity cushion (consisting of cash of
US$73 million and revolver drawing capacity of about US$70 million
as estimated to maintain covenant compliance) is sufficient, there
is risk of a shortfall should unforeseen circumstances arise that
demand a higher need for liquidity. Furthermore, LVI's term loan is
trading significantly below par at 39 cents as of Nov. 14, 2022,
signaling constrained debt market access. Should the company choose
to reevaluate the capital structure, S&P Global Ratings may take a
subsequent rating action appropriately.
"The negative outlook reflects the chance of a subsequent downgrade
if LVI's cash flow position continues to deteriorate and we
estimate that LVI will not be able to sustain its high debt service
costs and interest payments with internal cash flows further
stressing liquidity. In such a scenario, we would likely assess
that LVI could consider a distressed exchange offer or redemption
in the next 12 months.
"We could lower the ratings if LVI's cash flow position continued
to deteriorate, fixed charges remained high, and the company's
liquidity position deteriorated due to greater reliance on the
revolver to meet LVI's interest and amortization.
"A situation of tight liquidity could lead us to believe that LVI
could pursue capital structure actions or debt restructuring
actions within the next 12 months. Should the company choose to
reevaluate the capital structure, S&P Global Ratings may take a
subsequent rating action appropriately.
"Although unlikely within the next 12 months, we could raise the
rating on LVI if the company demonstrates meaningful improvement in
cash flow position, growth in its sponsor/coalition partner profile
that contributes to meaningful revenues, and EBITDA growth and
working capital efficiencies."
ESG credit indicators: E-2, S-3, G-2
S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of LVI. Pandemic-related travel
restrictions had an impact on the company's historical loyalty
points redemption patterns, reducing operating performance such
that EBITDA dropped by 15% for year-end 2020. Partially offsetting
this risk is the diversity in avenues for points redemption, such
as groceries, which support LVI's revenues and EBITDA."
LOYALTY VENTURES: US$500M Bank Debt Trades at 61% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Loyalty Ventures
Inc is a borrower were trading in the secondary market around 40
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$500 million facility is a term loan. The loan is scheduled
to mature on November 3, 2027. About US$472 million of the loan is
withdrawn and outstanding.
Loyalty Ventures Inc. provides tech-enabled, data-driven consumer
loyalty solutions.
MACK INDUSTRIES: Advanced Home Summary Judgment Bid Granted
-----------------------------------------------------------
Bankruptcy Judge Carol A. Doyle grants the motion for summary
judgment filed by Advanced Home Remodeling Inc. in the adversary
proceeding captioned In re: Mack Industries, Ltd., et. al., Chapter
7, Debtor. Ronald R. Peterson, as chapter 7 trustee, Plaintiff, v.
Advanced Home Remodeling Inc., Defendant, Case Nos. 17 B 09308,
(Jointly Administered), 19 A 00578, (Bankr. N.D. Ill.).
Ronald R. Peterson, as chapter 7 trustee of Mack Industries, Ltd.
filed this adversary proceeding against the Defendant Advanced Home
Remodeling Inc. seeking to avoid and recover alleged fraudulent
transfers made by Mack to the Defendant. The Trustee alleged that
Mack hired and paid the Defendant to perform construction work on
properties that Mack did not own. The Trustee contends that those
transfers were part of a scheme to deplete Mack's assets to defraud
its largest creditor. The Trustee seeks to avoid approximately $2
million in payments to the Defendant as fraudulent based on
constructive fraud and actual fraud. The Trustee also seeks to
avoid a $30,000 payment to the Defendant as a preferential
transfer.
The Defendant moved for summary judgment, arguing that it is
entitled to judgment on the constructive fraud claim because it is
beyond dispute that it gave reasonably equivalent value for the
payments it received from Mack. The Defendant argues that the
transfers were made in satisfaction of antecedent debt — the
obligation to pay under the contracts it entered with Mack.
The Court sustains the Defendant's arguments that the Trustee
cannot prove his claim based on constructive fraud and that it is
entitled to judgment on both of the fraudulent transfer claims
based on Trustee's affirmative defense. The Court determines that
the Defendant is also entitled to judgment on the preference claim
because the trustee has offered no evidence to support it.
The Court finds that (1) Mack entered into contracts with the
Defendant for it to improve properties, (2) Mack paid the Defendant
for the work performed, (3) the Defendant performed work as
requested by Mack and invoiced Mack, and (4) Mack paid the
invoices. In addition, the Trustee admits that each transfer paid a
debt owed by Mack — facts that demonstrate that the transfer in
question is not a preference. Thus, the Court concludes that Mack
received reasonably equivalent value for the transfers it made to
the Defendant regardless of whether the work ultimately benefitted
Mack or others.
The Trustee briefly raises another argument to try to avoid the
conclusion that Mack's satisfaction of an antecedent debt provided
value as a matter of law. The Trustee seeks to avoid Mack's
incurring of the obligations — entering into the contracts
themselves — as constructively fraudulent. He argues that the
contracts with the Defendant can be avoided as fraudulent because
they did not benefit Mack.
The Defendant also seeks summary judgment on the preference claim.
The Trustee seeks to recover $30,000 transferred by Mack to the
Defendant 80 days before the petition date. The Defendant argues
that the Trustee made a judicial admission in the amended complaint
that the payment was a loan advance from Mack to the Defendant and
that a loan advance is not a preference as a matter of law. The
Trustee responds that his allegation should not be treated as a
judicial admission that the payment was a loan advance. The Court
need not decide whether the Trustee's allegation should be
considered a judicial admission because the Trustee loses in any
event — he has presented no evidence to support her preference
claim.
The Court denies the Trustee's leave to amend her amended complaint
because the request is undeveloped and unsupported. The Court notes
that five and a half years after the Mack bankruptcy cases were
filed, and three and a half years after the adversaries were filed
on the eve of the expiration of the statute of limitations, the
Trustee now seeks to allege completely different claims based on
unidentified facts with no legal support.
A full-text copy of the MEMORANDUM OPINION dated Nov. 10, 2022, is
available at https://tinyurl.com/5hx9ju6c from Leagle.com.
About Mack Industries
Headquartered in Tinley Park, Illinois, Mack Industries, Ltd. --
http://www.mackcompanies.com/-- provides real estate management
services. Mack owns, develops, constructs, leases, and manages
real estate properties. MACK serves customers in the State of
Illinois.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 17-09308) on March 24, 2017, estimating its assets at
$1 million to $10 million and liabilities at $10 million to $50
million.
Judge Carol A. Doyle presides over the case.
Eric G. Zelazny, Esq., at the Law Offices of Eric G. Zelazny, has
served as the Debtor's bankruptcy counsel.
On May 11, 2017, the court approved the appointment of Ronald R.
Peterson as Chapter 11 trustee for the Debtor. Jenner & Block LLP
is the Trustee's bankruptcy counsel.
MACY'S INC: S&P Raises ICR to 'BB+' on Continued Strong Execution
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on New
York-based department store Macy's Inc. to 'BB+' from 'BB'.
Concurrently, S&P raised its issue-level ratings on Macy's Retail
Holdings LLC senior unsecured notes to 'BB+'.
The company's commercial paper rating remains 'B'.
The stable outlook reflects faster-than-expected debt reduction, as
well as good inventory management through fiscal 2022 and
conservative capital allocation priorities.
Macy's has made material progress toward improving liquidity and
operating performance while maintaining credit metrics well below
our upside leverage threshold of 3x, even in this volatile year for
apparel and department store companies. The company posted third
quarter ended Oct. 29 2022 today, reaffirming sales guidance and
raising earnings guidance for 2022. S&P is expecting a muted but
profitable holiday season, with the inclusion of Toys R Us and
clean merchandise positions.
While pandemic performance in 2020 was weak, it also brought more
business to the company's e-commerce platform, possibly for the
long run, as has the company's Polaris operational enhancement
strategy. S&P expects lease-adjusted leverage to remain below 2x
for the fiscal year ending January 2023 (fiscal 2022) and low-1x
leverage on a reported debt basis for 2022, given more than 60% of
debt is leases.
S&P said, "We forecast flat sales but 150 basis points (bps) of
gross margin compression in fiscal 2022. We expect about 300 bps of
reported EBITDA margin compression for full-year 2022, but note
last year was unusually strong for the company, and this brings the
company back to more normalized pre-pandemic levels.
"We expect fourth-quarter 2022 EBITDA to decline 35% from the
year-ago period. We believe it would take a much steeper decline
next quarter to get to S&P Global Ratings' lease-adjusted 3x
leverage in fiscal 2022. This would be a significant miss that we
see as unlikely. We expect a softer holiday amid recessionary
pressures with some downside, but do not believe it will be an
invisible season compared to last year. We also note that while
third-quarter adjusted EBITDA by company calculations is down to
$439 million from $765 million a year ago, that number was $159
million in third-quarter 2020.
"We believe management is committed to staying well below S&P
Global Ratings' lease-adjusted leverage of 3x in fiscal 2023 and
beyond, with a public leverage target of 2x or below on its
adjusted basis. Macy's has made significant progress deleveraging
its balance sheet in recent years. We believe it will pay down more
of its notes should debt to EBITDA rise above 2x in 2023. We expect
the company to have at least $700 million-$800 million in balance
sheet cash this year and next.
"We note Macy's completed about $600 million of share buybacks in
the first quarter of 2022. It has $1.4 billion authorized for the
year and said today its outlook does not consider the impact of any
potential future share repurchases associated with its current
share repurchase authorization.
"The company's capital structure is now mainly unsecured and it is
our understanding that management's priorities in order are
liquidity, deleveraging, organic growth and Polaris, mergers and
acquisitions (M&A), dividends, and then share buybacks. We note the
company has proactively managed its debt maturity profile with
nothing material due in the next 5 years.
"We also expect Macy's to continue to outperform many peer
retailers this year, with a disciplined approach to inventory
management. Inventory turnover this third quarter 2022, on a
trailing twelve-month basis, was relatively flat to 2021, while
many competitors' inventory is up double-digit percent this year
compared with prior ones. We believe the company is planning
inventory very conservatively for the first two quarters of 2023.
As a result of this strong operational effectiveness, we revised
our management and governance score up one notch to satisfactory
from fair.
"The stable outlook reflects our view that Macy's will be able to
navigate a potentially challenging fiscal 2023 successfully,
capitalizing on its strong merchandise and capital allocation
strategies and maintaining S&P lease adjusted leverage between 2x
to 3x over the coming year."
S&P could lower the ratings if:
-- A worsening macroenvironment or operational misstep causes
weaker performance compared with our base case.
-- This results in sales and EBITDA margin decline beyond S&P's
expectations; or
-- Financial policy becomes more aggressive, with leverage above
3x on a sustained basis.
S&P could revise the outlook to positive if:
-- Performance expands beyond our base-case expectations,
including gaining traction in growth initiatives to support a
better view of the overall business.
-- This includes positive comparable sales and EBITDA margin gains
even through a soft economic environment; and
-- S&P expects the company to continue to maintain its
conservative financial policy, supporting adjusted leverage
comfortably below 2x on a sustained basis.
ESG credit indicators: E-2, S-2, G-2
MATTEL INC: Egan-Jones Retains BB+ Sr. Unsec. Debt Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on October 28, 2022, retained its BB+
foreign currency and local currency senior unsecured ratings on
debt issued by Mattel Inc.
Headquartered in El Segundo, California, Mattel, Inc. designs,
manufactures, and markets a broad variety of children's toy
products on a worldwide basis.
MAVENIR SYSTEMS: US$585M Bank Debt Trades at 16% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Mavenir Systems Inc
is a borrower were trading in the secondary market around 84
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$585 million facility is a term loan. The loan is scheduled
to mature on August 18, 2028. About US$579 million of the loan is
withdrawn and outstanding.
Mavenir Systems, Inc. provides software-based networking solutions.
The Company offers internet protocol based voice, videos,
communication, and messaging services, as well as multimedia
subsystem, evolved packet core, and session border controller.
NATIONAL CINEMEDIA: Pays Bond Interest in Grace Period
------------------------------------------------------
National CineMedia Inc. made an overdue interest payment on its
5.875% notes due 2028 prior to the expiration of the grace period,
the company said in its quarterly report.
During October 2022, in order to preserve NCM LLC's liquidity in
light of the Minimum Liquidity Requirement, NCM LLC elected not to
make an interest payment in the amount of $11.8 million, $0.8
million of which relates to notes held by NCM, Inc., due Oct. 17,
2022 under the Senior Secured Notes due 2028, and entered a 30-day
grace period under the indenture governing the Senior Secured Notes
due 2028. The Company made this payment on November 4, 2022, prior
to the end of the applicable grace period.
Cost Control Methods
In its Form 10-Q for the quarter ended Sept. 29, 2022, the Company
said that the impacts from the COVID-19 Pandemic have had and
continue to have an effect on the world and its business. The
movie slate for 2022 has improved from prior years but continues to
be limited by post-production delays and major motion picture
release schedule changes. The attendance level has increased from
the prior year, but it has not met historical levels and has not
been consistent throughout the year due to timing of major motion
picture releases. In-theater advertising revenue for the year
ended December 30, 2021 and the nine months ended September 29,
2022 also remained below historical levels due in part to a lag
between the recovery of attendees and advertisers, as well as
current macroeconomic factors.
On Sept. 7, 2022, Cineworld Group plc, the parent company of Regal,
and certain of its subsidiaries, including Regal, Regal Cinemas,
Inc., a party to the ESA with NCM LLC, and Regal CineMedia
Holdings, LLC, a party to other agreements with NCM LLC and NCM,
Inc., filed petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code in the Southern District of Texas.
On Oct. 21, 2022, Regal filed a motion to reject the ESA without
specifying an effective date for the rejection and indicated that
Regal currently plans on negotiating with the Company regarding the
ESA. NCM LLC has also filed a complaint against Regal seeking
declaratory relief and an injunction prohibiting Regal from
breaching certain exclusivity, non-compete, non-negotiate and
confidentiality provisions in the ESA by entering into a new
agreement with a third party or bringing any of the services
performed by NCM LLC in-house. The Company believes these rights
will survive any attempted rejection in the bankruptcy court by
Regal. In the event that NCM LLC's or NCM, Inc.'s agreements with
Regal and its affiliates are rejected, it could have a materially
negative impact on the Company's operations or financial
condition.
To ensure sufficient liquidity during the recovery from the impacts
of the COVID-19 Pandemic, the Company managed its liquidity
position through various cost control methods:
* Since the beginning of the COVID-19 Pandemic, the Company has
significantly reduced payroll related costs through a combination
of temporary measures as well as a headcount reduction of
approximately 44% as of September 29, 2022, as compared to
headcount levels prior to the COVID-19 Pandemic.
* On January 5, 2022, NCM LLC entered into the Credit Agreement
Third Amendment. Among other things, the Credit Agreement Third
Amendment provides for: (i) certain modifications to and extensions
to modifications of the affirmative and negative covenants therein;
(ii) the suspension of the consolidated net total leverage and
consolidated net senior secured leverage financial covenants
through the fiscal quarter ending December 29, 2022; and (iii) the
consolidated net total leverage ratio and consolidated net senior
secured leverage ratio financial covenants to be set to 9.25 to
1.00 and 7.25 to 1.00, respectively, for the fiscal quarter ending
on or about March 30, 2023, 8.50 to 1.00 and 6.50 to 1.00,
respectively, for the fiscal quarter ending on or about June 29,
2023, 8.00 to 1.00 and 6.00 to 1.00, respectively, for the fiscal
quarter ending on or about September 28, 2023, and 6.25 to 1.00 and
4.50 to 1.00, respectively, for the fiscal quarter ending on or
about December 28, 2023 and each fiscal quarter thereafter.
* On Jan. 5, 2022, NCM LLC also entered into the Revolving
Credit Agreement 2022 among NCM LLC, the lenders party thereto and
Wilmington Savings Fund Society, FSB, as administrative agent and
collateral agent. The Revolving Credit Agreement 2022 provides for
revolving loan commitments of $50.0 million of secured revolving
loans, the entire amount of which was funded on January 5, 2022.
The Revolving Credit Agreement 2022 provides for (i) a cash
interest rate of term SOFR plus 8.00%, with a 1.00% floor, (ii) a
maturity date of June 20, 2023 and (iii) a termination premium if
NCM LLC terminates the commitments under the Revolving Credit
Agreement 2022 at any time before maturity. The Revolving Credit
Agreement 2022 also contains covenants, representations and
warranties and events of default that are substantially similar to
the Credit Agreement.
About National CineMedia
National CineMedia Inc. (NCM) is a cinema advertising network in
the U.S., the Company unites brands with the power of movies and
engage movie fans anytime and anywhere. NCM's Noovie pre-show is
presented exclusively in 50 leading national and regional theater
circuits including AMC Entertainment Inc. (NYSE:AMC), Cinemark
Holdings, Inc. (NYSE:CNK) and Regal Entertainment Group (a
subsidiary of Cineworld Group PLC, LON: CINE). NCM's cinema
advertising network offers broad reach and audience engagement with
over 20,700 screens in over 1,600 theaters in 195 Designated Market
Areas (all of the top 50). NCM Digital and Digital-Out-Of-Home
(DOOH) go beyond the big screen, extending in-theater campaigns
into online, mobile, and place-based marketing programs to reach
entertainment audiences. National CineMedia, Inc. (NASDAQ:NCMI)
owns a 48.3% interest in, and is the managing member of, National
CineMedia, LLC. On the Web: HTTP://www.ncm.com/ and
HTTP://www.noovie.com/
National Cinemedia reported a net loss attributable to the company
of $48.7 million in 2021, compared to a net loss attributable to
the company of $65.4 million for the year before. For the six
months ended June 30, 2022, the Company reported a net loss
attributable to the company of $25.9 million on $103 million of
revenue compared to a net loss attributable to the company of $42.1
million on $19.4 million of revenue for the six months ended July
1, 2021.
As of June 30, 2022, the Company had $789.9 million in total
assets, $1.22 billion in total liabilities, and a total deficit of
$431.3 million.
* * *
In July 2022, S&P Global Ratings affirmed all its ratings on
National CineMedia Inc. (NCM), including the 'B-' issuer credit
rating, and revised its outlook to negative from stable.
The negative outlook reflects the risk that the expected recovery
in theater attendance and in-theater advertising could be slower
than expected, leading to revenues remaining below 65% of 2019
levels, elevated leverage, and negative free operating cash flows
(FOCF). It also reflects the risk that the company cannot amend
and extend its revolving credit facilities well ahead of when they
become due in June 2023.
S&P said, "We expect the domestic box office to recover
substantially through 2023, but attendance trends lag our prior
expectations. We recently revised our domestic box office
expectations to reflect year-to-date performance and the favorable
film slate over the next 12 months. While lower than our previous
expectations, we believe the 2022 domestic box office could reach
$7.5 billion-$8 billion and rise above $9 billion in 2023. This
solid recovery is helped by our expectations for elevated average
ticket prices over the next two years. However, attendance will be
a laggard in this recovery, with 2022 attendance over 65% of 2019
levels and approaching 80% in 2023, lower than the recovery of the
overall box office. As an in-theater advertiser that charges
clients based on cost per thousand impressions, NCM's revenues will
likewise lag the recovery of the overall box office."
NCR CORP: Egan-Jones Retains B- Foreign Currency Unsecured Rating
-----------------------------------------------------------------
Egan-Jones Ratings Company, on October 31, 2022, retained its B-
foreign currency senior unsecured rating on debt issued by NCR
Corp.
EJR also retained its B foreign currency and local currency ratings
on commercial paper issued by the Company.
Headquartered in Atlanta, Georgia, NCR Corporation provides
transaction management systems.
NELSON BROTHERS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The U.S. Trustee for Region 2 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Nelson Brothers West Seneca Investor Units,
LLC.
About Nelson Brothers West Seneca Investor Units
Nelson Brothers West Seneca Investor Units, LLC filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
W.D.N.Y. Case No. 22-10980) on Oct. 19, 2022, with up to $10
million in both assets and liabilities. Brian Nelson, an authorized
representative, signed the petition.
Judge Carl L. Bucki oversees the case.
James C. Thoman, Esq., at Hodgson Russ, LLP is the Debtor's legal
counsel.
NEPTUNE BIDCO: Moody's Rates $3.35BB 1st Lien Term Loan 'B2'
------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Neptune Bidco US
Inc.'s (d/b/a "Nielsen" or the "company") existing bank credit
facilities, comprising the: (i) $650 million multi-currency
revolving credit facility (RCF) due 2027; (ii) approximately $2.498
billion senior secured first-lien term loan A due 2028; (iii) $3.35
billion senior secured first-lien term loan B due 2029; and (iv)
EUR510 million senior secured first-lien term loan B due 2029.
Neptune Bidco US Inc.'s B3 Corporate Family Rating and stable
outlook remain unchanged.
The company recently offered to syndicate to the broader loan
market $1.75 billion of the existing $3.852 billion term loan B
(combined amount) that was funded by the underwriting banks to help
finance the $16 billion take-private LBO of Nielsen Holdings
Limited ("Nielsen Holdings", f/k/a "Nielsen Holdings plc"). The
transaction closed on October 11, 2022 and was led by private
equity sponsors Evergreen Coast Capital Corporation and Brookfield
Business Partners L.P.
The existing bank credit facilities were issued by the same
borrower, secured on a first-lien pari passu basis by the same
collateral package and guaranteed by the same subsidiary guarantors
as the $1.96 billion 9.29% senior secured first-lien notes due 2029
(the "2029 Notes") rated B2 and $44 million of Nielsen Holdings'
rollover senior notes (the "Holdings Rollover Notes") (unrated and
now secured and pari passu with the first-lien debt obligations).
The existing bank credit facilities, 2029 Notes and Holdings
Rollover Notes also benefit from a downstream guarantee from
Neptune Intermediate Jersey Limited, a direct holding company
parent of the issuer.
Following is a summary of the rating actions:
Assignments:
Issuer: Neptune Bidco US Inc.
$650 Million Gtd Senior Secured First-Lien Revolving
Credit Facility due 2027, Assigned B2 (LGD3)
$2,497.65 Million Gtd Senior Secured First-Lien
Term Loan A due 2028, Assigned B2 (LGD3)
$3,350 Million Gtd Senior Secured First-Lien Term
Loan B due 2029, Assigned B2 (LGD3)
EUR510 Million Gtd Senior Secured First-Lien Term
Loan B due 2029, Assigned B2 (LGD3)
The assigned ratings are subject to review of final documentation
and no material change to the size, terms and conditions of the
transaction as advised to Moody's.
RATINGS RATIONALE
Nielsen's B3 CFR reflects: (i) the company's elevated pro forma
financial leverage in the 7.6x area (Moody's adjusted) resulting
from the recent LBO; (ii) projected negative free cash flow (FCF)
(Moody's adjusted) over the next 12-18 months, chiefly due to the
sizable interest expense burden associated with the debt-heavy
capital structure amid a rising interest rate environment; and
(iii) Moody's expectation for minimal deleveraging over the next
two years. Moody's also considers Nielsen's high revenue exposure
to ad spend in the lower growth linear TV sub-segment compared to
the company's low exposure to faster growth digital. The business
is global with revenue and profitability geographically
concentrated in the US, offset by high EBITDA margins and potential
for mid-single digit organic revenue growth longer-term. While
cyclical and secular ad spending pressures exist, Nielsen's sizable
contractual revenue provides some cushion against reduced client
spend in short-cycle products and verticals that are more
vulnerable in a recessionary environment.
At the same time, the B3 CFR reflects Nielsen's: (i) leading
positions within its business segments, comprising Audience
Measurement (73% of revenue), Impact (20%) and Gracenote content
services (7%); (ii) incumbency within the US advertising and media
markets that have long-term secular growth tailwinds driven by fast
growth digital ad spend; (iii) relatively high entry barriers with
high client switching costs; (iv) long-standing customer
relationships of which roughly 80% of client revenue is contracted
at the start of each year with annual fixed price escalators; and
(v) high EBITDA margins in the 40% range (Moody's adjusted).
Nielsen's ratings are the foremost metrics used to determine the
value of programming and advertising in US television and streaming
advertising markets, and the industry's benchmark on which
advertising is bought and sold. Approximately 95% of linear TV
spend transacts using the company's metrics. Nielsen's market
position is solidified by its importance as an independent
third-party measurement gold standard, or currency, which is
accepted by advertisers and media companies. Moody's also considers
the company's investments in new product offerings that adapt to
shifts in advertising spend and consumer viewing habits beyond
traditional platforms; however, expected negative FCF generation
due to the heavy interest expense burden could restrain the pace of
future investments.
The stable outlook reflects Moody's view that Nielsen's operating
model will remain fairly resilient with good, albeit modest, EBITDA
growth, even if economy experiences a mild recession and inflation
remains high over the coming quarters. This is supported by highly
visible and predictable contractual revenue from leading
advertising and media clients combined with the company's
leadership position as the industry's measurement currency of
choice. Moody's expects the company will continue to effectively
manage operating expenses, achieve up to $185 million of cost
synergies by year end 2024 and maintain positive organic revenue
growth, albeit potentially slowing over the rating horizon. The
outlook considers Moody's current macroeconomic forecast of
decelerating economic growth and persistently high inflation,
leading to moderating advertising demand in H2 2022 and 2023.
Though Nielsen has minimal exposure to Russia and Ukraine, Moody's
continues to expect some macroeconomic spillover from the military
conflict in that region. The magnitude of the effects will depend
on the length and severity of the crisis. Moody's currently
projects US GDP growth will decelerate to 1.8% in 2022 (3.0% in
Euro area) and 0.4% in 2023 (-0.6% in Euro area), while US
inflation is forecast to remain high at 7.2% by December 2022,
declining to 2.9% by year end 2023.
Over the next 12-18 months, Moody's expects Nielsen will maintain
good liquidity supported by cash balances of at least $130 - $150
million offset to some degree by projected negative FCF in the
range of -$100 million to -$150 million (as calculated and adjusted
by Moody's) over the next year. External liquidity is supported by
a $650 million multi-currency revolving credit facility (RCF) due
2027. While the RCF was undrawn at closing, Moody's expects it may
be used over the next 12 months to support short-term liquidity
needs and investments. The facility has a springing maximum
first-lien net leverage covenant set at approximately 35% cushion
to closing date first-lien net leverage (estimated to be 6.5x as
defined in the credit agreement) that is triggered when more than
40% of the RCF is drawn. The first-lien term loans are
covenant-lite and have a mandatory 1% amortization per annum (i.e.,
$63.5 million), which Moody's expects Nielsen will pay via internal
sources.
STRUCTURAL CONSIDERATIONS
The B2 ratings assigned to the existing bank credit facilities and
2029 Notes are based on the Probability of Default (PDR) of the
company, which is B3-PD, as well as the Loss Given Default (LGD) of
the debt instruments (LGD3). The B2 rating is driven by the
first-lien debts' senior position in Nielsen's debt capital
structure relative to trade payables, operating lease obligations
and the second-lien term loan. The existing bank credit facilities
and 2029 Notes are rated one notch above the CFR, as they have a
first-priority lien on substantially all of the assets of the
company and guarantors, and receive support from the second-lien
term loan.
As proposed, the credit agreement for first-lien credit facilities
is expected to provide covenant flexibility that if utilized could
negatively impact creditors. Notable terms include the following:
Incremental debt capacity up to the greater of: (i) $1.692 billion;
and (ii) 100% of Consolidated EBITDA calculated for the most recent
LTM period, plus any unused amounts under the general indebtedness
basket, plus unlimited amount so long as the pro forma First Lien
Leverage Ratio does not exceed the greater of (x) 4.80x and (y) the
First Lien Leverage Ratio immediately prior to such debt incurrence
transaction (if pari passu secured).
Additional debt is permitted for incremental facilities that are
secured on a junior lien basis to the First Lien Credit Facilities
so long as: (I) the pro forma Consolidated Interest Coverage Ratio
is greater than or equal to the lesser of 2.00x and the
Consolidated Interest Coverage Ratio immediately prior to such debt
incurrence; and/or (II) the pro forma Senior Secured Leverage Ratio
(as defined) does not exceed the greater of (x) 6.25x and (y) the
Senior Secured Leverage Ratio immediately prior to such
transactions.
Additional incremental debt capacity up to the greater of $846
million and 50% of Consolidated EBITDA may be incurred as permitted
alternative security debt which will be guaranteed by non-Loan
Parties or secured by non-Collateral.
Amounts up to the greater of $2.115 billion and 125% of
Consolidated EBITDA, along with any incremental facilities incurred
in connection with a permitted acquisition or other investment may
be incurred with an earlier maturity date than the initial term
loans.
For purposes of determining Consolidated EBITDA or compliance with
the Financial Covenant (as defined) or any other financial ratios
or baskets, the results of operations and debts of unrestricted
subsidiaries will not be taken into account (Moody's estimates
Consolidated EBITDA currently represents roughly 93% of total
company EBITDA).
The credit agreement permits the transfer of assets to unrestricted
subsidiaries, up to the carve-out capacities, subject to "blocker"
provisions which are expected to contain limitations restricting
the ability of any restricted subsidiary to be designated as an
unrestricted subsidiary if, immediately after giving effect, such
restricted subsidiary would own or have exclusive license to
material intellectual property (IP) at the time of such designation
(note: this mirrors the special limitation on transfers of material
IP to unrestricted subsidiaries provided in the second-lien term
loan credit agreement).
Exceptions to investments in subsidiaries include: (i) unlimited
intercompany investments, subject to a cap on investments in any
restricted subsidiary that is not the Borrower or a Guarantor, that
are the greater of $1.269 billion and 75% of Consolidated EBITDA;
and (ii) permitted unlimited investments so long as the pro forma
Total Leverage Ratio shall not exceed 5.60x.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, subject to
"customary limitations as to the automatic release of Guarantors
that cease to be wholly-owned subsidiaries".
The credit agreement provides some limitations on up-tiering
transactions, including the requirement that directly and adversely
affected lenders consent to the subordination of liens with respect
to all or substantially all of the value of the Collateral securing
the credit facilities, subject to customary exceptions.
The proposed terms and the final terms of the credit agreement may
be materially different.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade is unlikely over the near-term given the
expectation for weak debt protection measures. Over time, an
upgrade could occur if Nielsen demonstrates: (i) further client
penetration into AVOD, non-ad supported and mobile/social media
digital content streaming services such that digital exposure
approaches a third of revenue; (ii) constant currency organic
revenue growth in the mid-single digit percentage range; and (iii)
increasing adjusted EBITDA margins approaching the 45% area
(Moody's adjusted). An upgrade would also be considered if
financial leverage as measured by restricted group total debt to
EBITDA is sustained below 6x (Moody's adjusted) and free cash flow
as a percentage of total debt is sustained in the 2%-4% range
(Moody's adjusted). The company would also need to maintain a good
liquidity profile and exhibit prudent financial policies to be
considered for upward ratings pressure.
Ratings could experience downward pressure if restricted group
total debt to EBITDA leverage is sustained above 8x (Moody's
adjusted), EBITDA less capex interest coverage decreases below 1x
(Moody's adjusted) or liquidity deteriorates such that free cash
flow remains negative. Ratings could also be downgraded as a result
of market share and/or customer losses, competitive pressures, lack
of organic revenue growth and new product rollout delays resulting
in sustained operating margin erosion. Aggressive financial
policies that include debt-financed acquisitions and/or shareholder
distributions that increase leverage could also lead to a
downgrade.
Neptune Bidco US Inc. is a newly-formed entity created to acquire
the assets of Nielsen Holdings Limited via a take-private LBO led
by private equity sponsors Evergreen Coast Capital Corporation and
Brookfield Business Partners L.P. With headquarters in Oxford,
England and New York, NY, and operations in more than 55 countries,
Nielsen is a global measurement and data analytics company
providing Audience Measurement, Impact and Gracenote content
solutions. Revenue totaled approximately $3.54 billion for the
twelve months ended September 30, 2022.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
NEPTUNE BIDCO: S&P Rates New $1.75MM First-Lien Term Loan B 'B'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '2'
recovery rating to Neptune Bidco US Inc.'s (doing business as
Nielsen) proposed $1.75 billion first-lien term loan B due 2029,
which it will split between dollar- and euro-denominated tranches.
The '2' recovery rating indicates S&P's expectation for meaningful
(70%-90%; rounded estimate: 80%) recovery of principal in the event
of a payment default. The company intends to use the proceeds from
this issuance to replace its existing bridge loan debt, which it
incurred as part of its acquisition in October 2022.
S&P said, "All of our existing ratings on Nielsen, including our
'B-' issuer credit rating, are unchanged. The stable outlook
reflects our expectation that the company will maintain its
leadership position in audience measurement while increasing its
revenue by 3%-5% and generating an S&P Global Ratings-adjusted
EBITDA margin in the mid- to high-30% area."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's default risk factors include the following: a shift in
the competitive landscape stemming from the proliferation of media
outlets and increased audience fragmentation, intensifying
competition, higher-than-expected capital expenditure to boost the
company's technical capabilities to ensure customer satisfaction
and preserve its competitive position, and financial strain from
underperforming, debt-financed acquisitions.
-- Nielsen's debt capitalization includes about $8.3 billion of
senior secured first-lien debt and $2.2 billion of senior secured
second-lien debt pro forma for the proposed transaction. Neptune
Bidco US Inc. is the borrower under the credit facilities and is
the issuer of the senior notes. The credit facilities are secured
by a lien on substantially all the co-borrowers and guarantors'
capital stock and tangible and intangible property. The first-lien
debt benefits from a priority claim on the collateral. S&P assumes
the first-lien collateral accounts for about 60% of its estimated
unimpaired emergence value.
-- S&P said, "In our simulated default scenario, we estimated the
value of foreign subsidiaries to be about 10% of our estimate of
the distressed enterprise value. We further assumed that some of
the recovery attributable to unsecured noteholders is from the
capital stock of foreign subsidiaries that is not pledged to
secured lenders. We value Nielsen on a going-concern basis given
our expectation that, in the event of a bankruptcy, the reorganized
company would benefit from its large market presence in TV audience
measurement, the inherent value of its client relationships, and
its organizational knowledge and expertise in audience measurement
and data analytics."
Simulated default assumptions
-- Year of default: 2024
-- Jurisdiction/jurisdiction ranking assessment: U.S./Group A
-- EBITDA at emergence: $1.15 billion
-- Implied enterprise value multiple: 7.0x
Simplified waterfall
-- Gross enterprise value: $8.1 billion
-- Valuation split (obligors/nonobligors): 90%/10%
-- Net recovery value after administrative costs: $7.7 billion
-- Total value available to secured debt: $7.4 billion
-- Total first-lien debt: $9.2 billion
--Recovery expectations: 70%-90% (rounded estimate: 80%)
NGV GLOBAL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
NGV Global Group, Inc. 22-42780
10733 Spangler Road
Dallas, TX 75222
Natural Gas Vehicles Texas, Inc. 22-42781
10733 Spangler Road
Dallas, TX 75222
Natural Gas Supply, LLC 22-42782
10733 Spangler Road
Dallas, TX 75222
Natural Gas Logistics Inc. 22-42783
10733 Spangler Road
Dallas, TX 75222
Business Description: NGV Global Group is a global technology
company that designs, manufactures,
distributes and supports natural gas
operated medium and heavy duty commercial
vehicles sold worldwide. The Company
manufactures natural gas engines, fuel
storage units and fueling systems for
application in its own products and for sale
to third party companies interested in the
conversion of trucks and buses to operate on
natural gas completely (dedicated) or in
conjunction (duel-fuel) with diesel fuel.
The Company also owns and operates a gas
transportation company which is registered
with the US Department of Transportation
(DOT) allowing the Company to safely
transport multiple substances across the
U.S. including: CNG, LNG, Hydrogen, Oxygen,
Nitrogen and other hazardous materials and
gases.
Chapter 11 Petition Date: November 17, 2022
Court: United States Bankruptcy Court
Northern District of Texas
Judge: Hon. Edward L. Morris
Debtors' Counsel: Jeff P. Prostok, Esq.
FORSHEY PROSTOK, LLP
777 Main St., Suite 1550
Fort Worth, TX 76102
Tel: 817-877-4223
Email: jprostok@forsheyprostok.com
NGV Global Group's
Estimated Assets: $10 million to $50 million
NGV Global Group's
Estimated Liabilities: $50 million to $100 million
Natural Gas Vehicles'
Estimated Assets: $10 million to $50 million
Natural Gas Vehicles'
Estimated Liabilities: $50 million to $100 million
Natural Gas Supply's
Estimated Assets: $10 million to $50 million
Natural Gas Supply's
Estimated Liabilities: $50 million to $100 million
Natural Gas Logistics'
Estimated Assets: $50 million to $100 million
Natural Gas Logistics'
Estimated Liabilities: $50 million to $100 million
The petitions were signed by Farroukh Zaidi as CEO.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/K4SPBKA/NGV_Global_Group_Inc__txnbke-22-42780__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/T2UUKOA/Natural_Gas_Vehicles_Texas_Inc__txnbke-22-42781__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/QE6HAJI/Natural_Gas_Supply_LLC__txnbke-22-42782__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/QATL6OI/Natural_Gas_Logistics_Inc__txnbke-22-42783__0001.0.pdf?mcid=tGE4TAMA
ONETRADEX LTD: Foreign Representative's Move to Close Case Granted
------------------------------------------------------------------
Chief Bankruptcy Judge Martin Glenn, on Monday, Nov. 14, 2022,
issued a memorandum opinion and order granting the Foreign
Representative's motion to close the Chapter 15 case styled In re
OneTRADEx, Ltd. (In Provisional Liquidation), Chapter 15, Debtor in
a Foreign Proceeding, Case No. 19-13257 (MG), (Bankr. S.D. N.Y.)
pursuant to Bankruptcy Rule 5009(c).
Kenneth Krys, the Foreign Representative for the foreign debtor,
OneTRADEx, Ltd., filed a Final Report and Motion for an Order
Closing the Chapter 15 Case, claiming that there are no longer
assets in the United States to protect and nothing left for him to
do in the Chapter 15 Case. He also claims that other than the
instant Motion, no other matters remain in the Chapter 15 Case that
relate to the Cayman Action or relief sought in this proceeding.
Finally, the Foreign Representative claims that the remaining items
to be completed in the Cayman Action are largely administrative,
including approval of the Joint Provisional Liquidators's ("JPL")
fees and expenses, distribution of recovered assets, return of any
reserved amounts not used to pay the JPL's fees and expenses, and
closing of the liquidation.
Thus, the Foreign Representative submits that the Chapter 15 case
has been fully administered. He requests that the case be closed
pursuant to Rule 5009 of the Federal Rules of Bankruptcy
Procedure.
This Chapter 15 Case arises from the Debtor's foreign main
proceeding commenced by the Cayman Islands Monetary Authority
("CIMA") pursuant to section 104(3) of the Companies Law in the
Financial Services Division of the Grand Court of the Cayman
Islands. On Sept. 30, 2019, the Cayman Court entered an order
appointing Krys and Angela Barkhouse as Joint Provisional
Liquidators ("JPLs") of the Debtor in the Cayman Action.
On Oct. 9, 2019, the JPLs commenced the Chapter 15 Case to protect
the Debtor's assets while it pursued liquidation in the Cayman
Islands because a majority of the Debtor's client accounts and
assets were held by custodian Interactive Brokers LLC ("IB") in the
United States.
The Debtor has not been a party to any litigation in the U.S. but
was aware of two U.S. actions where property under the Debtor's
control was at issue. The first case, In the Matter of Dick Family
Trust No. 1 and Dick Family Trust No. 2, JAG No. 2016-0426, was
pending in the Probate Court for Jefferson County, Colorado. The
assets held by Debtor at issue in that action have been distributed
in accordance with that court's Nov. 9, 2018, order requiring the
beneficial owner of certain family trust stock to transfer the
same.
The second case, Simpson v. Melissa Gayheart as trustee of MSJJ
Retirement Group Trust, Case No. 18-8673 (PGG), was pending in the
U.S. District Court for the Southern District of New York. The
Plaintiffs alleged that the Debtor held assets of party MSJJ
Retirement Group Trust ("MSJJ") as a broker. The court in that
action entered an order on July 25, 2019, requiring MSJJ to turn
over assets to the plaintiff in that action. The Foreign
Representative claims that Debtor itself was not subject to the
order. The Foreign Representative also reports that the assets were
ultimately rejected by the Dutch tax authorities and that an appeal
is currently pending that is futile because Dutch tax authorities
are seeking to reclaim other amounts and there is no trustee for
the assets in question.
On Jan. 20, 2020, the Grand Court of the Cayman Islands entered an
order allowing the JPLs to transfer all the assets that were held
by IB in the United States to certain clients, and any reserves
were directed to be transferred and held at a Cayman Islands' bank.
Subsequently, the Foreign Representatives asked the Court and was
granted with authority to: "(a) distribute client assets in
accordance with the Cayman Order . . . and (b) be entrusted with
those assets in the Debtor Accounts; provided, however, that such
assets are hereby subjected to the jurisdiction and administration
of the Cayman Court in the pending Cayman Action."
On March 7, 2022, the Grand Court of the Cayman Islands entered an
Order directing the Foreign Representatives to abandon, forfeit or
disclaim all assets held in Debtor's accounts with IB. The Foreign
Representative is in the process of closing the remaining accounts.
The Court finds and concludes that this case can be closed pursuant
sections 1517(d) and 350 of the Bankruptcy Code because the case
has been fully administered and has met its purpose. Based on its
review of the docket, the Court agrees with the Foreign
Representative's claim that "no other matters remain in the Chapter
15 Case that relate to the Cayman Action or relief sought in this
proceeding." The Foreign Representative has adequately shown that
the administrative claims have been fully administered and there
are no outstanding motions, contested matters, or adversary
proceedings to sift through.
Finally, the Court determines that the status of the Cayman Action
supports closing the case, as the Foreign Representative claims
that the remaining items in the case will be administrative, and
not require the involvement of the Court — what remains is
largely administrative: approval of the JPL's fees and expenses,
distribution of recovered assets, return of any reserved amounts
not used to pay the JPL's fees and expenses, and closing of the
liquidation.
A full-text copy of the Memorandum Opinion and Order dated Nov. 14,
2022, is available at https://tinyurl.com/bdhmcw8x from
Leagle.com.
About OneTRADEx Ltd
OneTRADEx Ltd., based in Cayman Islands, is a fully-licensed broker
dealer that offers online discount trading services to individual
investors, traders, hedge fund managers, and family offices.
The Debtor filed for Chapter 15 protection (Bankr. S.D. N.Y. Case
No.: 19-13257) on Oct. 15, 2019. The Chapter 15 Case arises from
the Debtor's foreign main proceeding commenced by the Cayman
Islands Monetary Authority ("CIMA") pursuant to section 104(3) of
the Companies Law in the Financial Services Division of the Grand
Court of the Cayman Islands: FSD Cause: 166 of 2019, Financial
Svcs. Div., Grand Court of Cayman Is. Judge Martin Glenn is
assigned to the case.
Kenneth Krys & Angela Barkhouse of KRyS Global were appointed as
Foreign Representatives of the Debtor. They tapped FOLEY & LARDNER,
LLP as counsel.
OPEN TEXT: Moody's Cuts CFR to Ba2 & Rates New 1st Lien Notes Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded Open Text Corp.'s Corporate
Family Rating to Ba2, from Ba1, the ratings for its existing senior
secured credit facilities to Ba1, from Baa2, and the ratings for
its senior unsecured notes to Ba3, from Ba2. Moody's also assigned
a Ba1 rating to Open Text's proposed senior secured notes and
affirmed the Ba1 rating for the company's senior secured delayed
draw term loan. The proceeds from the proposed notes and delayed
draw term loan will be used toward the financing of the acquisition
of Micro Focus International plc ("Micro Focus"). The ratings have
a stable outlook. Open Text's SGL-1 Speculative Grade Liquidity
rating is unaffected by the rating action. These actions conclude
the review of certain of Open Text's ratings that was initiated on
August 29, 2022, following Open Text's announcement that it plans
to acquire Micro Focus in an all-cash transaction for approximately
$6 billion. Open Text expects to close the acquisition in the first
calendar quarter of 2023.
Downgrades:
Issuer: Open Text Corp.
Corporate Family Rating, Downgraded to Ba2 from Ba1, Previously
Under Review for Downgrade
Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD,
Previously Under Review for Downgrade
Senior Secured Revolving Credit Facility, Downgraded to Ba1 (LGD3)
from Baa2 (LGD2), Previously Under Review for Downgrade
Senior Secured Term Loan B, Downgraded to Ba1 (LGD3) from Baa2
(LGD2), Previously Under Review for Downgrade
Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3 (LGD5)
from Ba2 (LGD4), Previously Under Review for Downgrade
Issuer: Open Text Holdings Inc.
Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3 (LGD5)
from Ba2 (LGD4), Previously Under Review for Downgrade
Affirmations:
Issuer: Open Text Corp.
Senior Secured 1st Lien Delayed Draw Term Loan, Affirmed Ba1
(LGD3)
Assignments:
Issuer: Open Text Corp.
Senior Secured 1st Lien Global Notes, Assigned Ba1 (LGD3)
Outlook Actions:
Issuer: Open Text Corp.
Outlook, Changed To Stable From Rating Under Review
Issuer: Open Text Holdings Inc.
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
The downgrade of the CFR to Ba2 reflects Open Text's elevated
execution risk and its weaker financial profile following the
acquisition of Micro Focus. Open Text's high financial risk
tolerance is a key driver of the rating action. Open Text's gross
leverage was high at 3.6x (Moody's adjusted) prior to the
acquisition and Moody's expects it to increase to mid 4x, pro forma
for the acquisition, before the remaining cost savings under Micro
Focus's standalone cost savings program and the $100 million of
incremental cost savings from the combination that Open Text has
targeted, are included. Cash and marketable securities, relative to
total adjusted debt will decline from 38% at fiscal quarter ended
September 2022 (F1Q '23), to about 9%. Moody's expects deleveraging
after the acquisition will primarily come from debt reduction.
Based on Moody's assumption that Open Text will build-up its cash
balances to $1.7 billion – its average year-end levels over the
past three years – Open Text's Moody's adjusted total debt to
EBITDA will remain above mid 3x at least through fiscal year ending
June 2024.
The execution risk will be elevated as both companies generate a
large share of their revenues from declining and mature products
and the challenges are compounded by the highly competitive
software segments they operate in that are increasingly adopting
cloud software solutions. Organic growth at both companies has
significantly lagged the growth of the enterprise software
industry. While Moody's expects stand-alone Open Text's organic
growth of about 2% to 3% over the next 12 to 24 months driven by
growth in its cloud portfolio, Micro Focus' revenues are declining
at about mid-single digits on a constant currency and continuing
operations basis, and Moody's expects Micro Focus' revenue declines
to persist over the next 2 to 3 years. Micro Focus' revenues and
profitability have underperformed Moody's expectations since the
company acquired HP Enterprises' software businesses in 2017. Open
Text plans to stabilize Micro Focus's revenue declines by improving
retention rates for its software support services and accelerating
its shift toward private- and public-cloud subscription offerings
by leveraging Open Text's own experiences in executing that
transition. However, the effectiveness of this strategy will need
to be demonstrated.
Open Text's Ba2 CFR is supported by its larger scale and its
strong, prospective free cash flow after the acquisition. It has
good product and geographic revenue diversity, and approximately
75% of the revenue for the combined companies will come from
recurring software maintenance and subscription services. Open Text
has a good track record of integrating numerous acquisitions, and
improving profitability and deleveraging after larger acquisitions.
Even before considering the targeted cost savings, Open Text will
have strong profitability. The high revenue to free cash flow
conversion rates in the software business further supports Open
Text's credit profile and provides capacity to reduce debt. At the
same time, Open Text's low organic growth and reliance on
debt-financed acquisitions to drive cash flow growth limits
potential upside to credit metrics, despite its strong free cash
flow.
The new senior notes will be secured by first priority security
interests in substantially all of Open Text's assets and will be
guaranteed on a senior secured basis by the company's subsidiaries
that will be guarantors or co-obligors under its senior secured
credit facilities. All of the new debt to finance the acquisition
of Micro Focus will be senior secured, and as a result, the
proportion of senior secured debt to total debt will increase
significantly.
The stable rating outlook reflects Moody's expectation that Open
Text will prioritize debt reduction and reduce net debt to EBITDA
(as reported by the company) toward its target of less than 3x
within eight quarters of closing the acquisition of Micro Focus.
The SGL-1 Speculative Grade Rating reflects Open Text's very good
liquidity comprising more than $850 million of cash balances (pro
forma for the acquisition), partial availability under the $750
million revolving credit facility and Moody's expectations for
about $1.1 billion in annual free cash flow (after dividends)
following the acquisition.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given Open Text's elevated financial leverage after the close of
the acquisition of Micro Focus, a ratings upgrade is unlikely in
the next 12 to 18 months. Moody's could upgrade Open Text's ratings
over time if: (i) the company generates sustained organic revenue
and EBITDA growth in the low to mid-single digits, and, (ii)
Moody's expects Open Text will maintain total debt to EBITDA
(Moody's adjusted) below mid 3x and free cash flow (after
dividends) of about 15% of total adjusted debt. Conversely, Moody's
could downgrade Open Text's ratings if shareholder-friendly
financial policies, integration challenges, or weak organic growth
result in total debt to EBITDA (Moody's adjusted) sustained above
4.5x or free cash flow weakens to less than 10% of total adjusted
debt.
Open Text Corp. is a leading provider of Information Management
software and services.
The principal methodology used in these ratings was Software
published in June 2022.
OUR CITY MEDIA: Case Summary & Three Unsecured Creditors
--------------------------------------------------------
Debtor: Our City Media of Florida, LLC
f/d/b/a Our City Media
400 Sawgrass Corporate Parkway
Suite 200C
Sunrise, FL 33325
Business Description: The Debtor publishes several editions of
local community news magazines throughout
South Florida.
Chapter 11 Petition Date: November 17, 2022
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 22-18896
Judge: Hon. Scott M. Grossman
Debtor's Counsel: Robert Furr, Esq.
FURR COHEN
2255 Glades Road, Suite 419A
Boca Raton, FL 33431
Tel: (561) 395-0500
Email: rfurr@furrcohen.com
Total Assets: $154,782
Total Liabilities: $2,154,633
The petition was signed by Terrance P. Jaillet as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/PIZFMUA/Our_City_Media_of_Florida_LLC__flsbke-22-18896__0001.0.pdf?mcid=tGE4TAMA
OVERSEAS SHIPHOLDING: Egan-Jones Keeps C Rating on Commercial Paper
-------------------------------------------------------------------
Egan-Jones Ratings Company, on October 21, 2022, retained its C
foreign currency and local currency ratings on commercial paper
issued by Overseas Shipholding Group Inc/Old.
EJR also retained its B- foreign currency and local currency senior
unsecured ratings on debt issued by the Company.
Headquartered in New York, New York, The Company charters its ships
to oil majors, traders, and United States, and international
governmental agencies.
PENN ENTERTAINMENT: Egan-Jones Retains B- Unsecured Debt Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on October 26, 2022, retained its B-
foreign currency and local currency senior unsecured ratings on
debt issued by Penn Entertainment Inc.
Penn Entertainment, Inc., formerly Penn National Gaming, is an
American entertainment company and operator of integrated
entertainment, sports content, and casino gaming.
PHASEBIO PHARMACEUTICALS: Sued By SFJ Over Drug Ownership
---------------------------------------------------------
James Nani of Bloomberg Law reports that SFJ Pharmaceuticals X Ltd.
is countersuing bankrupt PhaseBio Pharmaceuticals Inc., seeking
court recognition of its equity stake in their co-development
program for the antibody drug bentracimab.
SFJ, which is backed by the Blackstone Group, also asked the
Delaware bankruptcy court to recognize that it owns the data
generated by clinical trials of the drug it funded.
The lawsuit could stymie PhaseBio's efforts to sell the drug to
raise proceeds for paying back its creditors, PhaseBio says.
PhaseBio's sued SFJ Oct. 31, 2022, asking the bankruptcy court to
confirm its ownership of the drug's clinical trial and related
data.
About PhaseBio Pharmaceuticals
PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is
focused on the development and commercialization of novel therapies
to treat orphan diseases, with an initial focus on cardiopulmonary
indications.
PhaseBio Pharmaceuticals filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on
October. 24, 2022. In the petition filed by Jonathan Mow, as chief
executive officer, the Debtor reported $17,970,000 in assets and
$21,320,000 in debt as of Aug. 31, 2022.
The Debtor tapped COOLEY LLP as lead bankruptcy counsel; RICHARDS,
LAYTON & FINGER, P.A., as Delaware bankruptcy counsel;
SIERRACONSTELLATION PARTNERS LLC as financial advisor; and MILLER
BUCKFIRE & CO. as investment banker. OMNI AGENT SOLUTIONS is the
claims agent.
PLAINS END: Fitch Affirms Sub. Secured Bonds at B+, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Plains End Financing, LLC's senior
secured bonds at 'BB+' and subordinated secured bonds at 'B+'. The
Outlooks are Stable.
RATING RATIONALE
The ratings reflect Fitch's expectations of continued stable
operational and cost profiles. Plains End benefits from fixed-price
tolling-style power purchase agreements (PPAs) with an
investment-grade counterparty. However, the cash flow profile is
susceptible to fluctuations in project dispatch, operating costs,
increases in property taxes, and remaining major maintenance works,
resulting in an average rating case debt service coverage ratio
(DSCR) of 1.31x for the senior bonds until maturity in 2028.
The subordinated debt's three-notch rating difference reflects
structural subordination, and a minimum consolidated rating case
coverage of 1.05x until maturity in July 2023.
KEY RATING DRIVERS
Operational Stability Mitigates Cost Increases - (Operation Risk:
Midrange)
The project consists of two peaking facilities (PEI and PEII)
designed to provide backup generation for nearby wind projects due
to the intermittency of wind resources. Operating costs fluctuate
based on the level of dispatch, and in the past, heightened
dispatch has substantially accelerated the timing of planned major
maintenance events. However, dispatch has decreased from the 2008
high and future operating risk is somewhat mitigated by strong
availability and a stabilized cost profile.
Low Supply Risk - (Supply Risk: Stronger)
The tolling-style PPAs are with Public Service Company of Colorado
(PSCo; A-/Stable). Under the contracts, all variable fuel expenses
are passed through to PSCo, subject to heat rate adjustments. The
contracts represent a stronger attribute that limits the fuel
supply risk to the project.
Stable Contracted Revenues - (Revenue Risk: Midrange)
The project benefits from stable and predictable revenues under two
20-year fixed price PPAs with a strong utility counterparty, PSCo.
Under the PPAs, PEI and PEII receive substantial capacity payments
that account for nearly 90% of consolidated revenues. However,
energy margins may not sufficiently fund accelerated overhaul
expenses resulting from increased dispatch.
Typical Structural Features - (Debt Structure (Senior): Midrange)
Plains End's senior debt has standard structural features,
including a forward- and backward-looking dividend lock-up at 1.20x
consolidated DSCR, a six-month debt service reserve, and is both
fully amortizing and fixed rate.
Subordinated Bonds Paying Off 2023 - (Debt Structure (Subordinate):
Revised from Weaker to Midrange)
Fitch has revised this assessment from Weaker to Midrange. While
the subordinated debt previously featured the ability to pay only
minimal amortization, the project has met all target amortization
to date, and management has confirmed the final principal payment
will be made in July 2023.
Financial Summary
Historical average coverage ratios have remained consistent with
Fitch's base case metrics. Fitch's rating case incorporates lower
availability, recent property tax assessments, as well as a 10%
increase in fixed operating costs above the base case. For this
annual review, Fitch increased the rating case operations and
maintenance (O&M) stress by 5% to 10% to capture the expectation of
higher costs and also increased property taxes by around USD1
million from 2023 following the latest property tax assessment. The
average rating case senior DSCR is 1.31x with a minimum of 1.24x in
2023. The consolidated DSCR for the subordinated bonds for the
final debt payment in July 2023 is 1.05x.
PEER GROUP
Mackinaw Power, LLC (BBB-/Stable) is a portfolio of natural
gas-fired plants that operates under tolling-style PPAs similar to
Plains End. However, Mackinaw benefits from adequate cost recovery
during higher dispatch, as well as substantially funded
forward-looking maintenance reserve to facilitate stable operations
and low variability in costs, which result in the higher rating.
Other privately rated projects with higher ratings typically
exhibit lower sensitivity to operational stresses and have higher
rating case coverages.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Sustained increased dispatch that results in additional major
maintenance above that already planned, or any increase in costs
that negatively impacts cash flow and financial metrics to below
its rating case expectations.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- For the senior bonds, confirmation of the actual cost of the
remaining maintenance works and a positive outcome of the property
tax appeal resolution or any other material improvements to cash
flow resulting in coverage exceeding 1.40x on average in the rating
case.
- For the subordinated bonds, the rating is unlikely to be upgraded
given the remaining time to maturity.
CREDIT UPDATE
Operating performance was favorable in 2021 and mostly in line with
Fitch's base case expectations, with overall dispatch at 1.1% as
renewable facilities in the region were generally stable. Plant
availability remained high at 99.9%, and capacity payments, the
project's largest source of income, remained stable at about 87% of
total revenues.
Through the first three quarters of 2022, the project's operational
and financial performance remained stable. Total operating revenues
are as expected, while operating expenses are under budget by
around 4%. The project's availability and capacity factor are in
line with budget at 99.9% and 1.0%, respectively. The management
forecasts dispatch to remain at or below 1% next year. The
maintenance activities are within expectations, with no significant
delays or disruptions. Fitch views Plains End's performance
positively, and believes that the project's fiscal 2022 performance
is likely to represent another year of favorable financial and
operational performance.
Opex is generally lower than budgeted, but management is appealing
property tax payments that in 2022 are roughly USD1.0 million
higher than initially anticipated due to a new tax assessment for
Plains End, which is expected to impact the project's cash flows
from next year.
Plains End had a letters of credit (LCs) facility with a notional
amount of USD31.75 million, which expired on 12 December 2021. The
LCs were subsequently extended with a new expiration date of 7
December 2024 and the same notional amount.
The Fitch-calculated 2021 DSCR of 1.38x (senior) and 1.12x
(consolidated) is in line with Fitch's base case expectations for
the period. End-2022 performance is anticipated to be close to
Fitch's base case expectations of 1.43x.
FINANCIAL ANALYSIS
Fitch Cases
Fitch's base case assumes a forced outage rate of 0.80%, 99.2%
availability, an average heat rate of 9,036 Btu/kWh (9,336 Btu/kWh
for PEI and 8,735 Btu/kWh for PEII), and a consolidated plant
capacity factor of 1.6%. The resulting profile produces an average
senior DSCR of 1.46x and minimum of 1.40x in 2023 when a deposit to
the major maintenance reserve is assumed to finance outstanding
works in 2024 related to emissions controls systems. On a
consolidated basis for evaluation of the subordinated bonds, the
2023 DSCR is 1.19x.
Fitch's rating case assumes a forced outage rate of 1.0%, 99.0%
availability, consolidated plant capacity factor of 1.6%, increased
property taxes by around USD1 million from 2023 and elevated costs
10% above the base case (Fitch increased the rating case O&M stress
by 5% compared with the previous year). The resulting profile
produces an average senior DSCR of 1.31x and minimum of 1.24x in
2023, which is adequate for the 'BB+' rating. For the 'B+' rated
subordinated bonds, the final year DSCR in 2023 is 1.05x.
ASSET DESCRIPTION
Plains End consists of two internal combustion gas peaking
facilities located in Arvada, Jefferson County, Colorado with a
combined capacity of 228.6 MW, used primarily as a back-up for wind
generation, as well as other generation sources. The project is
indirectly owned by Tyr Energy (50%), John Hancock (35%) and
Prudential (15%). Combined cash flows from both plants service the
obligations under two bond issues.
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
----------- ------ -----
Plains End Financing, LLC
Plains End Financing,
LLC/Debt/1 LT LT BB+ Affirmed BB+
Plains End Financing,
LLC/Debt/2 LT LT B+ Affirmed B+
PLAYPOWER INC: US$400M Bank Debt Trades at 23% Discount
-------------------------------------------------------
Participations in a syndicated loan under which PlayPower Inc is a
borrower were trading in the secondary market around 76.8
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$400 million facility is a term loan. The loan is scheduled
to mature on May 10, 2026. The amount is fully withdrawn and
outstanding.
PlayPower, Inc. provides commercial recreational and leisure
products.
PURDUE: McKinsey Moves NY Opioid Suits Moved to Bankruptcy Court
----------------------------------------------------------------
McKinsey & Co. won an order moving a pair of New York state court
suits over its alleged role in Purdue Pharma's opioid marketing
efforts to bankruptcy court after saying there is a "strong
interconnection" between the cases and Purdue's Chapter 11 case.
On Sept. 27, 2022, Plaintiffs Alma, Georgia, et al., filed a
Complaint in the Supreme Court of the State of New York, County of
New York: Commercial Division, against the McKinsey Defendants. In
the Complaint, Plaintiffs allege that the McKinsey Defendants
advised Purdue Pharma L.P. how to increase the sales of its opioid
products by researching, designing, and implementing marketing and
promoting strategies. Despite McKinsey's unique role as an outside
consultant, which, unlike Purdue (and other similarly situated
defendants in the sprawling opioid litigations across the country),
never manufactured, distributed, sold, or prescribed any opioids,
Plaintiffs nevertheless assert claims against the McKinsey
Defendants for deceptive acts and practices, violations of the
Georgia Drug Dealer Liability Act, negligence, negligent
misrepresentation, fraud and deceit, and unjust enrichment.
Defendants McKinsey & Company, Inc., McKinsey Holdings, Inc.,
McKinsey & Company, Inc. United States, and McKinsey & Company,
Inc. Washington D.C. on Nov. 7, 2022, filed a notice of removal of
the action pending in the Supreme Court of the State of New York,
County of New York: Commercial Division, to the United States
District Court for the Southern District of New York.
McKinsey argued, "[T]his Court has subject matter jurisdiction
under 28 U.S.C. Sec. 1334(b), which provides that "the district
courts shall have original but not exclusive jurisdiction of all
civil proceedings arising under title 11, or arising in or related
to cases under title 11," because the Plaintiffs' claims in this
Action are "related to" Purdue's bankruptcy case under title 11
pending in the United States Bankruptcy Court for the Southern
District of New York."
According to McKinsey, the strong interconnection between the
Plaintiffs' claims in this Action and Purdue's Bankruptcy Case is
demonstrated by the filing by each of the individual Plaintiffs in
this Action of proofs of claim in the Bankruptcy Case relating to
the same alleged conduct and damages sought here. Plaintiffs'
proofs of claim collectively total more than 74 million dollars.
McKinsey on Nov. 7 subsequently filed a notice of relatedness,
stating "The newly filed case and the earlier filed case involve
the same transactions and events, and have substantial factual
overlap. Broadly speaking, plaintiffs in both actions allege claims
arising from consulting work that McKinsey performed for Purdue
Pharma L.P. relating to the marketing and sales of opioids
manufactured by Purdue. Although the earlier filed case is now
part of MDL 2996 in the Northern District of California, it was
transferred there solely for pretrial coordination and remains
subject to retransfer to Judge Broderick for trial (or other
purposes determined by the JPML). Therefore, absent assignment of
the newly filed case to Judge Broderick, multiple related cases
will potentially be referred back to mulitple SDNY judges during or
at the conclusion of MDL proceeding."
On Nov. 9, 2022, District Judge Judge Loretta A. Preska entered an
order referring the case to Bankruptcy Court as related to
Bankruptcy Court Case No. 19-23649 (RDD). "Pursuant to 28 U.S.C.
Section 157(a) any or all cases under title 11 and any or all
proceedings arising under title 11 or arising in or related to a
case under title 11 are referred to the bankruptcy judges for this
district," according to the order.
The first case is Alma, Georgia et al v. McKinsey & Company, Inc.
et al, Case No. 1:22-cv-09514 (S.D.N.Y.). The old case is Anita
Whigham, individually, and on behalf of her minor son, J.C. vs.
McKinsey & Company, Inc., Case No. 1:21-cv-05328-VSB (S.D.N.Y.).
The second case removed by the Debtor is Bayonne, New Jersey et al
v. McKinsey & Company, Inc. et al Case No. 1:22-cv-09519
(S.D.N.Y.).
About Purdue Pharma
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as
legal counsels; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk, LLC, is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The deal
resolves some 3,000 lawsuits filed by state and local governments,
Native American tribes, unions, hospitals and others who claimed
the company's marketing of prescription opioids helped spark and
continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rhode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
In early March 2022, Purdue Pharma reached a nationwide settlement
over its role in the opioid crisis, with the Sackler family members
boosting their cash contribution to as much as $6 billion. The
settlement was hammered out with attorneys general from the eight
states -- California, Connecticut, Delaware, Maryland, Oregon,
Rhode Island, Vermont and Washington -- and D.C. who had opposed
the previous settlement.
RANGE RESOURCES: Egan-Jones Hikes Sr. Unsec. Debt Ratings to BB-
----------------------------------------------------------------
Egan-Jones Ratings Company, on October 27, 2022, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Range Resources Corp to BB- from B+.
Headquartered in Fort Worth, Texas, Range Resources Corporation is
an independent oil and gas company that explores, develops, and
acquires oil and gas properties.
REVERE POWER: US$445M Bank Debt Trades at 17% Discount
------------------------------------------------------
Participations in a syndicated loan under which Revere Power LLC is
a borrower were trading in the secondary market around 83
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$445 million facility is a term loan. The loan is scheduled
to mature on March 29, 2026. The amount is fully withdrawn and
outstanding.
Revere Power LLC is a project-financed entity that wholly owns and
controls three combined cycle gas plants in New England with a
combine winter capacity of 1,143 megawatts (MW).
REVERE POWER: US$70M Bank Debt Trades at 17% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Revere Power LLC is
a borrower were trading in the secondary market around 83
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$70 million facility is a term loan. The loan is scheduled
to mature on March 29, 2026. About US$46 million of the loan is
withdrawn and outstanding.
Revere Power LLC is a project-financed entity that wholly owns and
controls three combined cycle gas plants in New England with a
combine winter capacity of 1,143 megawatts (MW).
REVLON INC: Sales Dipped 10% as It Tries to Right Chapter 11
------------------------------------------------------------
Ben Unglesbee of Retail Dive reports that Revlon's sales fell 10.1%
year over year to $468.4 million in the third quarter, while its
gross margin shrunk by nearly 2 percentage points, according to a
press release.
The cosmetics giant, which is trying to firm up its finances and
relationships with suppliers and retailers while in bankruptcy, saw
its operating income more fall by more than half from Q3 last
2021.
Revlon's net loss nearly tripled to $152.8 million. The increase
was due in large part to $85 million in costs from the bankruptcy
process, as well as operating income declines and losses from
unfavorable currency exchange rates.
Dive Insight
According to Retail Dive, Revlon and its attorneys have been busy
since the company filed for bankruptcy in June. With a complicated
business, lender infighting and a tough economic climate, there is
plenty of work ahead yet.
When Revlon filed for Chapter 11, the company described dire
possibilities ahead. Under a cash crunch, it was struggling to
secure materials and supplies to make its products, with many
vendors tightening up terms. As it struggled to fill orders on the
sales side of its business, Revlon was at risk of losing shelf
space to competitors.
Since filing, according to court papers from late October, Revlon
reached agreements with around 240 suppliers and executed 143 trade
agreements, which the company said "assisted [Revlon] in restarting
their supply chain and have substantially improved their trade
credit and liquidity position." At the time, vendor negotiations
with others were ongoing.
Revlon has also won court clearance to pay bonuses to certain
employees deemed by the company to be critical to its operations,
as well as potentially millions for its executives.
As it works to right the ship, the company is trying to figure out
its future post-bankruptcy, including the question of who will own
it. Revlon said it has been evaluating multiple inbound proposals
for M&A transactions, sales and other "opportunities." According
to Reuters, the company's attorneys said at a hearing that Revlon
was talking with potential buyers and has begun sending
nondisclosure agreements to interested parties.
A company sale would provide one path out of bankruptcy if approved
by the court and lenders.
Meanwhile, Revlon has also come under fire from a large group of
lenders over financial transactions in recent years meant to help
the ailing company. In a lawsuit, plaintiffs alleged the financing
deals improperly used collateral that had backed an earlier loan.
That lawsuit, too, could have an impact on how Revlon's bankruptcy
case plays out.
In the meantime, Revlon is still losing sales and profits in a
tough consumer environment.
About Revlon Inc.
Revlon Inc. (NYSE: REV) manufactures, markets and sells an
extensive array of beauty and personal care products worldwide,
including color cosmetics; fragrances; skin care; hair color, hair
care and hair treatments; beauty tools; men's grooming products;
anti-perspirant deodorants; and other beauty care products. Today,
Revlon's diversified portfolio of brands is sold in approximately
150 countries around the world in most retail distribution
channels, including prestige, salon, mass, and online.
Since its breakthrough launch of the first opaque nail enamel in
1932, Revlon has provided consumers with high-quality product
innovation, performance and sophisticated glamour. In 2016, Revlon
acquired the iconic Elizabeth Arden company and its portfolio of
brands, including its leading designer, heritage and celebrity
fragrances.
Revlon is among the leading global beauty companies, with some of
the world's most iconic and desired brands and product offerings in
color cosmetics, skin care, hair color, hair care and fragrances
under brands such as Revlon, Revlon Professional, Elizabeth Arden,
Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy
Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos,
Christina Aguilera and AllSaints.
Revlon, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 22-10760) on June 15, 2022. Fifty affiliates, including Almay,
Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also
sought bankruptcy protection on June 15 and June 16, 2022.
Revlon disclosed total assets of $2,328,093,000 against total
liabilities of $3,689,240,395 as of April 30, 2022.
The Hon. David S. Jones is the case judge.
PJT Partners is acting as financial advisor to Revlon and Alvarez &
Marsal is acting as restructuring advisor. Paul, Weiss, Rifkind,
Wharton & Garrison LLP is acting as legal advisor to the Company.
Mololamken, LLC, is the conflicts counsel. Kroll, LLC, is the
claims agent.
RITE AID: Egan-Jones Lowers Sr. Unsecured Ratings to CCC-
---------------------------------------------------------
Egan-Jones Ratings Company, on October 20, 2022, lowered the
foreign currency and local currency senior unsecured ratings on
debt issued by Rite Aid Corp to CCC- from CCC.
EJR also lowered the foreign currency and local currency ratings on
commercial paper issued by the Company to D from C.
Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
operates a retail drugstore chain in various states and the
District of Columbia.
RIVERBED TECHNOLOGY: US$900M Bank Debt Trades at 56% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Riverbed Technology
Inc is a borrower were trading in the secondary market around 44
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$900 million facility is a payment-in-kind term loan. The
loan is scheduled to mature on December 7, 2026. The amount is
fully withdrawn and outstanding.
Riverbed Technology, Inc. provides software solutions. The company
offers application performance monitoring, cloud migration, network
performance monitoring, and security solutions.
ROBERTSHAW US: US$510M Bank Debt Trades at 25% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Robertshaw US
Holding Corp is a borrower were trading in the secondary market
around 74.5 cents-on-the-dollar during the week ended Friday,
November 18, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$510 million facility is a term loan. The loan is scheduled
to mature on February 28, 2025. The amount is fully withdrawn and
outstanding.
Robertshaw US Holding Corp. designs and manufactures
electro-mechanical solutions, mechanical combustion systems, and
electrical controls primarily for use in residential and commercial
appliances, HVAC and transportation applications.
ROCKING M MEDIA: Referral of LMA's Validity Issue to FCC Denied
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas denies the
Rocking M Media, LLC's request that the issue of the validity and
enforceability of the Local Programming, Marketing, and Option
Agreement ("LMA") be immediately referred to the Federal
Communication Commission.
The Debtors are a family-owned business operating radio stations
and other media platforms throughout Kansas since 2007. In 2014,
Christopher Miller, the son of principals Doris and Merle Miller,
was named president of Rocking M Media, LLC ("RMM"). In March 2019,
Christopher was removed as president and shortly thereafter formed
his own company, Meridian Media, LLC.
The Local Programming, Marketing, and Option Agreement ("LMA") is a
contract whereby RMM (as the FCC licensee of two radio stations)
agreed to assign certain radio stations to Meridian in exchange for
Meridian's assumption of certain debt and granted Meridian an
option to purchase the stations after expiration of the LMA. In
addition, there were discussions about RMM and Meridian entering
into involving two additional stations, KXUH, in Minneapolis,
Kansas, and KVOB, in Lindsborg, Kansas. However, RMM sent Meridian
a termination letter dated Dec. 2, 2021, and demanded a full
accounting of revenue and expenses, and took the Proposed LMA
Stations off the air.
Consequently, Meridian commenced litigation for injunctive relief
in the District Court of McPherson County, Kansas and filed for a
declaratory ruling before the FCC. Meridian asserts that the LMA
was valid and RMM wrongfully terminated the LMA.
RMM and three related entities filed for relief under Chapter 11 on
March 26, 2022 and filed a Motion for an Order Authorizing the
Rejection of Certain Executory Contracts. As to the LMA, the
Debtors assert that the prepetition breaches by Meridian caused
damage to the Debtors and cannot be cured. Rejection of the LMA
with Meridian is sought as "just a confirmation of that
termination" to facilitate sale of the two Proposed LMA Stations.
In support of their motion to reject, the Debtors argue, in the
alternative, that they never agreed to the LMA, the LMA was
terminated prepetition, and if it was in force on the date of
filing, the LMA may be rejected under Section 365.
Meridian objects to the Motion, contending that RMM agreed to the
LMA, RMM's prepetition attempt to terminate the LMA was a breach of
contract, and the LMA was a valid, enforceable contact on the date
the Debtors' bankruptcy case was filed. Meridian further contends
that as a threshold issue, the Court must determine if the LMA was
an executory contact on the date of filing that is subject to
rejection. Second, assuming the LMA was executory, Meridian
contends rejection was not the correct business judgment.
The parties do not agree on the statement of the "legal
jurisdiction issues" to be determined. The Court rules that: (1)
the FCC does not have exclusive jurisdiction to determine the
validity and enforceability of the LMA; (2) federal communications
law does not preclude the application of state contract law; and
(3) under the doctrine of primary jurisdiction, the Court will in
the future decide whether some factual issues will be referred to
the FCC.
The FCC does not have exclusive jurisdiction over the validity and
enforceability of the LMA. The Court rejects the suggestion that
exclusive jurisdiction as to the validity and enforceability of the
LMA follows from the fact that the FCC has jurisdiction over
various types of transfers of control. RMM does not explain how the
existence of agency jurisdiction is equivalent to exclusive
jurisdiction. The Court also finds that unlike the cases relied on
by RMM, this case does not challenge actions taken by the FCC. Here
the communications law issues are asserted in response to an
objection to a motion to reject an executory contract, a dispute
between private parties that does not challenge actions of the
FCC.
In addition, RMM's arguments overlook established law that FCC
jurisdiction over the transfer of FCC licenses does not result in
the displacement of state contract law issues. The FCC recognizes
that an alleged violation of the Federal Communications Act and the
FCC's rules "is an issue separate and distinct from the issue of
whether [a contract] is enforceable under state contract law." As
the FCC has stated, a party to a local management agreement may
properly bring a "private contractual dispute seeking monetary
damages before a local court of competent jurisdiction." The FCC
lacks the resources and expertise to fully adjudicate state law
breach of contract issues, it defers to local courts in such
matters — including bankruptcy courts.
FCC jurisdiction over the transfer of radio licenses does not
result in local courts losing jurisdiction over contract law
issues. In this case, both the Debtors and Meridian have asserted
positions that must be resolved under contract law by the Court.
In this case, the validity and enforceability of the LMA under
state law is challenged. Whether Meridian actually acted in the
manner alleged to constitute improper control over the stations is
not known. There is no factual basis to inform the Court's
discretion when applying the doctrine of primary jurisdiction.
Absent unforeseen events, the Court believes that deciding whether
to refer issues in this controversy to the FCC should be reserved
until after trial on the merits.
A full-text copy of the Memorandum Opinion and Order dated Nov. 10,
2022, is available at https://tinyurl.com/mr3m44nb from
Leagle.com.
About Rocking M Media
Rocking M Media, LLC and its affiliates own and operate radio
stations, radio networks, and digital media platforms that provide
music, news, sports, and weather to its listeners and viewers.
Rocking M Media supports local, regional, and national businesses
and organizations across the State of Kansas as well as Nebraska,
Colorado, Oklahoma, and Texas.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 22-20242) on March 26,
2022. In the petition signed by Monte M. Miller, chief executive
officer, the Debtors disclosed up to $1 million in assets and up to
10 million in liabilities.
Judge Dale L. Somers oversees the cases.
The Debtors tapped Sharon L. Stolte, Esq., at Sandberg Phoenix &
von Gontard PC as legal counsel and AdamsBrown, LLC as accountant.
Creditors Kansas State Bank of Manhattan, Belate LLC, and Farmers
and Merchants Bank of Colby are represented by Stinson LLP, Spencer
Fane LLP, and Hite, Fanning & Honeyman LLP, respectively.
The U.S. Trustee for Region 20 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on July 7,
2022. Loeb & Loeb, LLP and Dundon Advisers, LLC, serve as the
committee's legal counsel and financial advisor, respectively.
S3 SPA LLC: Unsecureds Will Get 9.48% of Claims in 36 Months
------------------------------------------------------------
S3 Spa, LLC, filed with the U.S. Bankruptcy Court for the District
of Arizona a Small Business Plan of Reorganization under Subchapter
V dated November 14, 2022.
The Debtor is a day spa and wellness center that offers services
including a variety of massages, facials, chemical peels, waxing,
and yoga classes. The Debtor was founded in 2014 in one room in
Downtown Tempe and has grown with the vision of owner and founder
Kiera Stroup, into a business unique in its offerings and inclusive
to all.
The Debtor filed bankruptcy seeking relief and an opportunity for
reorganization due to the economic downturn caused by the Omicron
variant of COVID.
The Debtor identified $256,240.41 of potential claims. Based upon
the proofs of claims that were filed, the Debtor has $35,846.44 of
secured claims with significantly less than this amount in
collateral value such that $13,607.96 would be the value of the
secured claims. The Debtor believes and asserts that Hydrafacial is
in first position on its equipment which is worth slightly more
than its $4,400.00 claim as of the petition date, and that PayPal
is in first position on all other collateral that the Debtor values
at $9,207.96.
There is presently a potential of $52,769.40 of unsecured
creditors, including deficiency claims of secured creditors, based
upon proofs of claims that were filed by the claim bar date. The
Debtor also has administrative claims owing to the subchapter V
trustee and its bankruptcy counsel. However, the Debtor or other
parties-in-interest may have objections to any proof of claim that
will be brought when necessary. Any distribution to general
unsecured creditors would be greater than what they receive in a
Chapter 7 proceeding (which would be $0.00).
The Debtor is dedicating $5,000.00 to pay unsecured creditors over
the life of the Plan, so that all secured, administrative, and
priority creditors will be paid in full, and unsecured creditors
will receive a distribution that is better than unsecured creditors
would receive in a Chapter 7 liquidation. The Debtor estimates that
the percentage return to unsecured creditors will be 9.48%.
The final Plan payment to unsecured creditors is expected to be
paid 36 months after confirmation of the Plan. The Debtor's Plan
requires the $5,000.00 to be paid out to the creditors with Allowed
Unsecured Claims on a pro-rata basis over the three years after
administrative and priority claims are paid, but the Debtor has an
option to borrow these funds from outside resources to fund its
Plan early and before the end of three years. Further, the Debtor
may pre-pay any Plan obligations at any time.
This Plan of Reorganization under chapter 11 of the Bankruptcy
Code, Subchapter V, proposes to pay creditors of the Debtor from
cash flow from continued business operations.
Non-priority, unsecured creditors holding allowed claims will
receive a pro rata share of $5,000 after all administrative,
priority, and secured creditors payments, on a quarterly basis.
While the Debtor is not obligated to make any distribution to
general unsecured creditors based upon the liquidation analysis,
the Debtor wants to pay a recovery to its general unsecured
creditors over the life of the Plan.
Class 3 consists of Non-priority unsecured. The creditors with
Allowed Unsecured Claims in Class 3 shall be paid quarterly their
pro rata share of funds paid into the Plan Fund after all
administrative, priority, and secured claims are paid in full,
their pro-rata share of a total of $5,000. These payments shall be
in full satisfaction of any obligation of the Debtor and any
guarantor of the obligations. This Class is impaired.
Class 4 consists of Equity. The Debtor shall retain all assets not
distributed to creditors pursuant to the Plan, and such assets
shall be revested in the Debtor upon confirmation of the Plan, if
the Plan confirmation is consensual, or upon closing of the case,
if the Plan confirmation is non-consensual. The Debtor's Equity
shall retain ownership in the Debtor, subject to the payment
obligations set forth in the Plan.
A full-text copy of the Plan of Reorganization dated November 14,
2022, is available at https://bit.ly/3AmN6E7 from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
D. Lamar Hawkins, Esq.
Guidant Law, PLC
402 E. Southern Ave.
Tempe, AZ 85282
Tel: (602) 888-9229
Fax: (480) 725-0087
Email: lamar@guidant.law
About S3 SPA LLC
S3 SPA, LLC filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 22-05439) on Aug. 17,
2022, listing up to $50,000 in assets and up to $500,000 in
liabilities. Jody Corrales serves as Subchapter V trustee.
Judge Paul Sala oversees the case.
D. Lamar Hawkins, Esq., at Guidant Law, PLC, is the Debtor's
counsel.
SARONA PROPERTY: Trust Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
The Sarona Property Land Trust UAD filed for chapter 11 protection
in the Southern District of Florida.
The Debtor is a land trust which owns parcels of real property
located at 850 NW 11th Ave., Hallandale Beach, FL 33009; 860 NW
11th Ave., Hallandale Beach, FL 33009; and 1042 Foster Road,
Hallandale Beach, FL 33009, which is used as rental property.
The Debtor was unable to refinance and/or sell the subject real
property parcels because it was unable to resolve certain liens
imposed by the City of Hallandale Beach that prevented the Debtor's
ability to convey marketable title to a seller and/or refinance.
As a result, the Debtor was unable to satisfy its mortgage
obligations.
According to court filings, the Debtor estimates $500,000 to $1
million in total debt to 1 to 49 creditors. The petition states
that funds will be available to unsecured creditors.
About the Land Trust
The Sarona Property Land Trust UAD is the fee simple owner of three
properties located in Hallandale Beach, Florida having an aggregate
value of $2.12 million.
The Sarona Property Land Trust UAD filed a petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-18621) on Nov. 6, 2022. In the petition filed by Nazy Ben
Amram, as Trustee, the Debtor reported assets between $1 million
and $10 million and liabilities between $500,000 million and $1
million.
on states funds will be available to Unsecured Creditors.
The Debtor is represented bythe Law Office of Adam I. Skolnik,
P.A., in Sunny Isles Beach, Fla.
SCHULDNER LLC: Mr. Green's Bankruptcy Appeals Dismissed
-------------------------------------------------------
District Judge Katherine Menendez grants the motion to dismiss
filed by Wilmington Trust, N.A. in the appealed case styled Carl
Green, Appellant, v. Steven B Nosek; Wilmington Trust N.A., as
Trustee for the Benefit of the Holders of B2R Mortgage Trust 2016-1
Mortgage Pass-Through Certificates, Appellees, Case No. 22-cv-972
(KMM), (D. Minn.).
This appeal involves the bankruptcy proceedings of the Debtor
Schuldner, LLC. Carl Green is the sole shareholder of Schuldner and
Wilmington Trust, is the principal creditor that holds a lien on
all of the Debtor's properties. Schuldner has filed several
previous petitions in bankruptcy court. The U.S. Trustee has
accused Mr. Green of "abusing the bankruptcy process [and] . . .
the protections that the Bankruptcy Code offers to honest but
unfortunate debtors" through his "15 different forays into the
bankruptcy court." Most recently and relevant to this appeal, the
Debtor filed a petition under Chapter 11 in July 2021, and a
subchapter V bankruptcy trustee, Steven B Nosek, was appointed.
Schuldner's properties have been in the possession of a
court-appointed receiver since October 2018, shortly after
Wilmington Trust initiated a state-court receivership proceedings.
Appellant Carl Green filed this appeal, challenging several orders
entered by Chief Judge Katherine A. Constantine of the U.S.
Bankruptcy Court for the District of Minnesota.
Appellee Wilmington Trust, has filed a motion to dismiss this
appeal, arguing that Mr. Green's appeal should be dismissed for two
reasons: First, Mr. Green waived his right to appeal by failing to
object to the motions underlying the Sale Orders in the bankruptcy
court. Second, Mr. Green's Second Motion for Reinstatement or
Dismissal and his Motion for Evidentiary Hearing are not "final
judgments, orders, and decrees" that would vest the Court with
jurisdiction.
In this case, Mr. Green sought to stay the sales pending his
various appeals. On May 31, 2022, he filed a Motion for Adequate
Protection and Motion to Suspend Sales. On the day of the scheduled
hearing for his Motion to Suspend Sales, June 22, 2022, Mr. Green
filed another motion, this one expressly seeking a stay of all
sales. The bankruptcy court issued an order the day after the
hearing on his Motion to Suspend Sales in which it denied the
motion, among others. In this order, the bankruptcy court noted
that Mr. Green did not attend the hearing. Mr. Green appealed the
bankruptcy court's denial of a stay to the Eighth Circuit
Bankruptcy Appellate Panel ("BAP"), which dismissed his appeal as
part of its Aug. 18, 2022 ruling for failure to prosecute.
In response to Wilmington Trust's motion, Mr. Green contends that
he "objected to the relief in the appeals orders more than once."
The Court, however, agrees with Wilmington Trust that Mr. Green
failed to object. The Court notes that even if Mr. Green objected
to two of the earlier motions to sell that were granted by the
bankruptcy court, he did not object to the motions underlying the
specific orders that he appeals to this Court.
In fact, the BAP dismissed one of Mr. Green's four appeals on the
grounds that he forfeited his appeal of other sale orders by not
objecting to the underlying motions to sell. The BAP has held that
a "party that fails to object to a motion cannot seek review of an
adverse decision on that motion on appeal." The same conclusion
applies here.
Additionally, the Court finds grounds to dismiss Mr. Green's appeal
of the Sale Orders as moot because the sales subject to those
orders have been consummated. The Court notes that in its July 12
Motion to Convert the Case, the U.S. Trustee's confirmed that Mr.
Nosek closed on the last properties as of July 8, meaning that all
of the sales orders have now been consummated after securing the
approval of the bankruptcy court.
Consequently, the Court dismisses Mr. Green's appeal of the
bankruptcy court's Sale Orders as moot because the Sale Orders that
he appeals to this Court have not been stayed by any party. And
although Mr. Green makes accusations against the U.S. Trustee and
the subchapter V trustee, the Court has determined that Mr. Green
has not alleged that the purchasers were not acting in good faith.
It is Wilmington Trust's position that the Court lacks jurisdiction
over Mr. Green's appeals of the bankruptcy court orders denying his
Second Motion for Reinstatement and his Motion for Evidentiary
Hearing because those orders are not final orders of the bankruptcy
court.
When the orders denying Mr. Green's motions are properly viewed as
interlocutory orders, the Court has no hesitation in finding that
it lacks jurisdiction. The Court only has jurisdiction to hear
appeals from interlocutory orders "with leave of the court." But
Mr. Green did not seek leave from this Court to appeal
interlocutory orders entered by the bankruptcy court. Though the
Court has the discretion to construe Mr. Green's Notice of Appeal
as a motion for leave to appeal an interlocutory order, it chooses
not to exercise that discretion because Mr. Green's Notice of
Appeal does not contain the necessary contents of the motion, as
outlined by the Bankruptcy Rules. In fact, Mr. Green has submitted
nothing in support of his appeal since filing the Notice of Appeal.
For these reasons, the Court holds that it lacks jurisdiction to
hear Mr. Green's appeal of the orders denying his Second Motion for
Reinstatement or Dismissal and his Motion for Evidentiary Hearing.
A full-text copy of the Order dated Nov. 10, 2022, is available at
https://tinyurl.com/59j9pxmz from Leagle.com.
About Schuldner LLC
Schuldner LLC is a privately held company engaged in activities
related to real estate. It owns 15 single-family rental homes in
Duluth, Minn., with a total appraised value of $1.8 million.
Schuldner filed for Chapter 11 protection (Bankr. D. Minn. Case No.
18-43739) on Nov. 30, 2018. In the petition signed by Carl L.
Green, president, the Debtor disclosed $1,806,000 in assets and
$1,035,000 in debt. The Hon. Katherine A. Constantine is the case
judge. The Debtor hired Joseph W. Dicker, P.A., as counsel.
SENSATA TECHNOLOGIES: Egan-Jones Retains BB- Sr. Unsec. Debt Rating
-------------------------------------------------------------------
Egan-Jones Ratings Company, on October 28, 2022, retained its BB-
foreign currency and local currency senior unsecured ratings on
debt issued by Sensata Technologies Holding NV.
Headquartered in Attleboro, Massachusetts, Sensata Technologies
Holding N.V. develops, manufactures, and sells sensors and
controls.
SIGNAL PARENT: US$550M Bank Debt Trades at 34% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Signal Parent Inc
is a borrower were trading in the secondary market around 65.7
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$550 million facility is a term loan. The loan is scheduled
to mature on April 1, 2028. About US$543 million of the loan is
withdrawn and outstanding.
Signal Parent, Inc. is affiliated with Irvine, Calif.-based
Interior Logic Group, a provider of design center management and
interior installation services, operating through 110 design
studios (64 of which are homebuilder-branded), 109 warehousing and
logistics centers, and nine countertop fabrication facilities
across the United States. The company's customers include
single-family homebuilders (approximately 82% of revenue),
multi-family, and commercial builders as well as multi-family
property owners and big box retailers. Primary products that the
company sources include flooring, cabinets, countertops, and window
treatments. The Blackstone Group is the company's financial
sponsor.
SINTX TECHNOLOGIES: Reports $2.7 Million Net Loss for Third Quarter
-------------------------------------------------------------------
SINTX Technologies, Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $2.72 million on $426,000 of total revenue for the three months
ended Sept. 30, 2022, compared to a net loss of $2.34 million on
$239,000 of total revenue for the three months ended Sept. 30,
2021.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $8.08 million on $796,000 of total revenue compared to
a net loss of $7.17 million on $441,000 of total revenue for the
nine months ended Sept. 30, 2021.
As of Sept. 30, 2022, the Company had $14.56 million in total
assets, $5.15 million in total liabilities, and $9.41 million in
total stockholders' equity.
SINTX said, "To date, the Company's operations have been
principally financed from proceeds from the issuance of preferred
and common stock and, to a lesser extent, cash generated from
product sales. It is anticipated that the Company will continue to
generate operating losses and use cash in operating activities.
The Company's continuation as a going concern is dependent upon its
ability to increase sales, and/or raise additional funds through
the capital markets. Whether and when the Company can attain
profitability and positive cash flows from operations or obtain
additional financing is uncertain.
"The Company is actively generating additional scientific and
clinical data to have it published in leading industry
publications. We believe the publication of such data would help
sales efforts as the Company approaches new prospects. The Company
continues to make changes to the sales strategy, including a focus
on revenue growth by expanding the use of silicon nitride in other
areas outside of spinal fusion applications. The Company has also
acquired equipment and certain proprietary know-how for the purpose
of developing, manufacturing and commercializing armored plates
made from boron carbide and a composite of boron carbide and
silicon carbide for military, law enforcement and other civilian
uses. We also expect the acquisition of TA&T will further broaden
the Company's sources of revenue.
"Although the Company is seeking to obtain additional equity and/or
debt financing, such funding is not assured and may not be
available to the Company on favorable or acceptable terms and may
involve significant restrictive covenants. Any additional equity
financing is also not assured and, if available to the Company,
will most likely be dilutive to its current stockholders. If the
Company is not able to obtain additional debt or equity financing
on a timely basis, the impact on the Company will be material and
adverse.
"These uncertainties create substantial doubt about our ability to
continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1269026/000149315222031835/form10-q.htm
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. --
https://ir.sintx.com -- is an OEM ceramics company that develops
and commercializes silicon nitride for medical and non-medical
applications. The core strength of SINTX Technologies is the
manufacturing, research, and development of silicon nitride
ceramics for external partners. The Company presently manufactures
advanced ceramics powders and components in its FDA registered, ISO
13485:2016 certified, and ASD9100D certified manufacturing
facility.
SINTX reported a net loss of $8.78 million for the year ended Dec.
31, 2021, a net loss of $7.03 million for the year ended Dec. 31,
2020, and a net loss of $4.79 million for the year ended Dec. 31,
2019. As of June 30, 2022, the Company had $17.49 million in total
assets, $5.45 million in total liabilities, and $12.05 million in
total stockholders' equity.
SMILE STREET: Unsecureds to Recover 4.5% in Subchapter V Plan
-------------------------------------------------------------
Smile Street Dental, LLC, filed with the U.S. Bankruptcy Court for
the District of Maryland a Subchapter V Plan dated November 14,
2022.
Smile Street Dental, LLC is a sole member Limited Liability Company
in the State of Maryland. The sole member of the business is Dr.
Amber Royal who also is an officer in the business.
Smile Street Dental, LLC was set to open its doors for business at
the beginning of the Covid-19 Coronavirus Pandemic, around early
April 2020. As such, the pandemic caused the debtor to eventually
default on its lease payments and ultimately default on its Bank of
America N.A., project finance loan due to low patient volume and
lack of revenue. As a newly opened office, Smile Street Dental's
lack of a pre-Covid financial history severely restricted the
organization from receiving Covid Relief financial packages, after
many attempts. This resulted in Debtor being unable to meet its
financial goals and maintain current payments on its loan.
Bank of America N.A., accelerated the note of which Debtor was
unable to pay in a lump sum. Thus, Bank of America N.A., offered
Debtor short-term loan modifications and forbearance agreements
with the provision that Debtor would refinance the loan with
another lender. Debtor was unable to refinance the Bank of America
N.A., business loan. Further, Debtor's landlord pursued eviction
and suit against Debtor which lead the Debtor to seek protection
under the Federal Bankruptcy Code.
During the term of this Plan, the Debtor shall submit the
disposable income (or value of such disposable income) necessary
for the performance of this plan to the supervision and control of
the Subchapter V Trustee or debtor for distribution to claimants.
If the plan is a consensual plan the debtor will supervise and
control the disposable income and make plan payments under the
plan. If the plan in a non-consensual plan the Subchapter V Trustee
will supervise and control the disposable income and make payments
under the plan.
The term of this Plan begins on the confirmation date of this Plan
and ends on the 36th month subsequent to that date or upon
completion of plan funding, which is approximately $202,660.25.
The value of the property to be distributed under the Plan during
the term of the Plan is not less than the Debtor's projected
disposable income for that same period. Unsecured creditors holding
allowed claims will receive distributions, which the Debtor has
valued at approximately 0.045 cents on the dollar. The Plan also
provides for the payment of secured, administrative, and priority
claims in accordance with the Bankruptcy Code.
Class 3 consists of the Allowed Unsecured Claim of Meadows Shopping
Center, LLC Lease arrears. This Class shall receive Monthly
payments $1,540 to begin upon effective date. This Class will
receive a distribution of 100% of their allowed claims.
Class 4 consists of Allowed General Unsecured Claim. After payments
of Classes 1, 2, and 3, pro-rata to unsecured. General unsecured
claimants will receive distributions in month 24 (April 2024).
Distributions to unsecured claimants are based on projections. The
actual distribution to unsecured claimants will vary and will be
based on debtor's actual disposable income. This Class is Impaired.
This Class will receive a distribution of 4.5% of their allowed
claims.
The Debtor expects that projected disposable income will fluctuate
throughout the plan term because Debtor's business is cyclical.
Revenues consistently drop during the months October through
December as industrial trends have shown that parents generally do
not like to take children out of school this time of year to have
dental procedures, and most adult patients and families plan
holiday travel/events during Q4. However, Debtor expects to balance
out the losses during this part of the year from increase revenues
throughout the remaining months in the year, including taking
additional insurances in office such as some adult Medicaid.
Although revenues may fluctuate even while we learn to live in a
Covid-19 environment, the Debtor is confident that Debtor will be
able maintain projected disposable income of $1,460.00 monthly. In
the latter years of the plan the Debtor projects that revenues will
increase slightly but does not expect any significant change.
Debtor offers monthly operating reports from the date of filing and
up to plan confirmation as support for these assumptions.
A full-text copy of the Subchapter V Plan dated November 14, 2022,
is available at https://bit.ly/3hP7hnY from PacerMonitor.com at no
charge.
Debtor's Counsel:
Frank Morris II, Esq.
MorrisMargulies, LLC
8201 Corporate Drive, Suite 260
Landover, MD 20785
Phone: 301-731-1000
Fax: 301-731-1206
Email: frankmorrislaw@yahoo.com
About Smile Street Dental
Smile Street Dental, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No.
22-12046) on April 18, 2022, listing as much as $1 million in both
assets and liabilities. Dr. Amber Royal, member, signed the
petition.
Judge David E. Rice oversees the case.
Frank Morris II, Esq., at MorrisMargulies, LLC serves as the
Debtor's counsel.
SOVOS BRANDS: US$200M Bank Debt Trades at 15% Discount
------------------------------------------------------
Participations in a syndicated loan under which Sovos Brands
Intermediate Inc is a borrower were trading in the secondary market
around 85 cents-on-the-dollar during the week ended Friday,
November 18, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$200 million facility is a term loan. The loan is scheduled
to mature on June 8, 2029. The amount is fully withdrawn and
outstanding.
Sovos Brands Intermediate, Inc. operates as a food and beverage
company. The Company acquires and builds food brands.
SP PF BUYER: US$744M Bank Debt Trades at 30% Discount
-----------------------------------------------------
Participations in a syndicated loan under which SP PF Buyer LLC is
a borrower were trading in the secondary market around 70.2
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$744 million facility is a term loan. The loan is scheduled
to mature on December 21, 2025. About US$744 million of the loan
is withdrawn and outstanding.
SP PF Buyer LLC does business as Pure Fishing, a Columbia, South
Carolina-based company that primarily designs, manufactures and
sells fishing equipment, including rods, reels, lures, artificial
bait, and related fishing tackle, across the globe. Since December
2018 the company is owned by private equity sponsor Sycamore
Partners.
STONEX GROUP: Egan-Jones Retains B+ Sr. Unsecured Debt Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on October 19, 2022, retained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by StoneX Group Inc.
EJR also retained its 'B' foreign currency and local currency
ratings on commercial paper issued by the Company.
Headquartered in New York, New York, StoneX Group Inc. is an
institutional-grade financial services network that connects
companies, organizations, and investors to the global markets
ecosystem through digital platforms, end-to-end clearing, and
execution services.
TARONIS FUELS: Nov. 21 Deadline Set for Panel Questionnaires
------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case of Taronis Fuels, Inc.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://bit.ly/3ENqAqF and return by email it to Linda
Casey -- Linda.Casey@usdoj.gov -- at the Office of the United
States Trustee so that it is received no later than 4:00 p.m., on
Nov. 21, 2022.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Taronis Fuels
Taronis Fuels, Inc. manufactures and distributes industrial,
medical, specialty and beverage gases and associated welding and
safety supplies. Currently, the Debtors operate 15 retail
locations, three gas fill plants, and have approximately 92
employees, serving retail customers in four states. The Debtors
supply their customers with products ranging from bulk quantities
of cryogenic gases to individual packaged cylinders.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr.D. Del. Case No. 22-11121) on November 11,
2022. In the petition signed by R. Jered Ruyle, chief executive
officer, the Debtor disclosed $10 million to $50 million in
estimated assets and $10 million to $50 million in estimated
liabilities.
The Debtor tapped Potter Anderson & Corroon LLP as general
bankruptcy counsel, Aurora Management Partners, Inc. as
restructuring advisor, and Donlin Recano & Company Inc. as Debtor's
claims & noticing and administrative agent.
TENET HEALTHCARE: Egan-Jones Retains B+ Sr. Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on October 25, 2022, retained its B+
foreign currency and local currency senior unsecured ratings on
debt issued by Tenet Healthcare Corp.
Headquartered in Dallas, Texas, Tenet Healthcare Corporation,
through its subsidiaries, owns or operates general hospitals and
related health care facilities serving communities in the United
States.
TOLL ROAD II: Moody's Affirms Ba1 Rating on $1BB Unsecured Bonds
----------------------------------------------------------------
Moody's Investors Service Inc. has revised Toll Road Investors
Partnership II, L.P.'s (TRIP II, the project, or the toll road)
rating outlook to negative from stable and affirmed the Ba1
underlying rating on about $1 billion of outstanding long-term
senior unsecured bonds.
Affirmations:
Issuer: Toll Road Investors Partnership II, L.P.
Underlying Senior Unsecured Regular Bond/Debenture, Affirmed Ba1
Outlook Actions:
Issuer: Toll Road Investors Partnership II, L.P.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The negative outlook reflects the protracted recovery from the
pandemic shock to traffic and revenue that appears to be worse than
Moody's originally forecast and is unlikely to change absent a
material rate increase, a change to the toll rate structure or a
change in the debt profile. Traffic and revenue for the first three
quarters of 2022 were 29% and 24%, respectively, below 2019 levels,
which is weaker than most of Moody's rated toll roads and relates
to the increased ability of prior users to work from home, as well
as improvements on the competing free roads. Furthermore, the
Dulles Toll Road 25% average rate increase scheduled for January
2023 will dampen demand for the Dulles Greenway as was the case in
2019 when Dulles Toll Road implemented a similarly sized one-time,
large toll rate increase. While Moody's understand that TRIP II
desires a change in its tolling regime and regulatory framework, it
remains uncertain if this will occur in 2023, leaving the filing of
an annual toll rate case for Virginia State Corporation
Commission's approval as its only option to raise rates in the near
term. The outcome of both the rate filing and a potential change in
the tolling regime remains uncertain and even if positive, a
material increase in toll revenue will be needed to return forecast
performance to pre-pandemic levels.
The affirmation of the Ba1 rating reflects TRIP II's strong
liquidity profile that offsets the weaker toll revenue performance
to date and for several more years if a strong rebound does not
occur. However, larger than expected draws on these funds to pay
scheduled debt service payments will result in a more rapid
depletion of this liquidity if TRIP II's toll revenues do not
materially increase over the next few years. Moody's do expect some
level of toll rate increase to be approved and implemented, yet
traffic growth may remain more muted as more users work from home
in the region, reducing commuting needs. The toll road is located
in one of the wealthiest counties in the US, so future toll rate
increases are not expected to have a material impact on traffic
given the toll road's user base has proven to be inelastic to past
gradual toll rate increases.
The lack of direct control over toll rates and the finite nature of
the concession through 2056 remain credit weaknesses. The rating
also incorporates the standard project financing features including
trustee held security and administered cash flow waterfall, typical
ring-fencing provisions, a debt service reserve fund sized at
maximum annual debt service (MADS), an early redemption reserve
fund maintained at 50% of MADS, a limit on business activities, a
limit on additional indebtedness, and a limit on the distribution
of excess cash flow.
RATING OUTLOOK
The negative outlook reflects Moody's expectation that TRIP II will
continue to draw down its liquidity reserves to pay scheduled debt
service to offset its weaker forecast traffic and revenue levels,
even if moderate toll rate increases are implemented in the
near-term.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE
Tolling regime change that results in material toll revenue growth
in the near-term
Materially higher traffic and revenue growth with an expectation
of future growth
Increased certainty around long-term toll rate increases
Annual toll rate increases implemented and approved without
material user elasticity
FACTORS THAT COULD LEAD TO A DOWNGRADE
Traffic recovery remains weak resulting in continued use of
liquidity
Inability to implement adequate toll rate increases or toll regime
change to grow revenues to cover all costs including the escalating
debt service requirements
Additional leverage or unexpectedly high capital reinvestment
requirements
PROFILE
Toll Road Investors Partnership II, L.P. (TRIP II) is a special
purpose company that has the right to develop, construct, own and
operate the Dulles Greenway, a 14-mile long toll road extending
westward through Loudoun (County of) VA (Aaa, stable) from Dulles
International Airport to the Leesburg (Town of) VA (Aaa, stable),
and to charge and retain tolls pursuant to a Certificate of
Authority granted by the Virginia State Corporation Commission,
which currently expires on the earlier of the final payment of the
bonds or ten years after the last maturity date. Atlas Arteria
(ALX) holds 100% of the economic interest in TRIP II and is
publicly traded on the Australian Securities Exchange.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Privately
Managed Toll Roads Methodology published in December 2020.
TORTOISEECOFIN PARENT: S&P Alters Outlook to Neg, Affirms CCC+ ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on TortoiseEcofin Parent
Holdco LLC to negative from stable. At the same time, S&P affirmed
its 'CCC+' issuer credit rating and 'CCC' senior secured debt
rating. The recovery rating on the company's debt is unchanged at
'5', indicating a modest (25%) recovery in the event of default.
S&P said, "The outlook revision reflects Tortoise's lower interest
coverage. Specifically, we now expect coverage, as measured by
interest to adjusted EBITDA, to be below 1.0x over the next 12
months. With about $297 million on the term loan due in January
2025 and our estimates of annual EBITDA of $14 million to $16
million, we believe leverage will be 20.0x–22.0x over the next 12
months.
"As interest rates rise, we expect interest payments on the
company's floating rate debt to increase, further straining
coverage. Given Tortoise's currently high leverage, this represents
added financial risk for the company."
Somewhat offsetting the impact to coverage from higher interest
rates is the growth in earnings year to date. Supported by positive
energy market trends, assets under management (AUM) increased to
$8.8 billion as of third quarter 2022 from $8.5 billion at year-end
2021, resulting in higher revenue. S&P expects energy markets to
continue to perform well in 2023. That said, Tortoise saw continued
net outflows in its energy and power infrastructure strategies
year-to-date 2022.
S&P views liquidity as adequate, and sources exceed uses by over
1.2x. The company's sources of liquidity include cash, equity
securities, and working capital inflows. Uses include minimal
capital expenditures and negative cash flows from operations.
However, the company's cash balance has decreased over time, and
the equity securities balance can be volatile because it is tied to
the market, leading to some decline in Tortoise's liquidity
position over the past year. While S&P views liquidity as adequate
over the next 12 months, Tortoise, in its view, has little ability
to absorb further macroeconomic, industry, or market shocks, as its
capital structure remains unsustainable long-term.
S&P said, "The negative outlook reflects our expectation that
Tortoise's leverage will remain pressured over the next 12 months
as it rises above 20.0x, and interest coverage is below 1.0x.
"We could downgrade the company over the next 12 months if
liquidity deteriorates such that the risks of being unable to fund
operations or make interest payments increase. We could also lower
the ratings if either net outflows or declines in security prices
strain AUM.
"We could revise the outlook to stable if interest coverage remains
above 1.0x through business improvement and earnings growth."
TPC GROUP: Cleared to Solicit Creditor Votes on Revised Ch. 11 Plan
-------------------------------------------------------------------
Leslie A. Pappas of Law360 reports that TPC Group Inc. overcame
objections from a creditor on Wednesday, November 9, 2022, to win
court approval of supplemental disclosures on changes to its
Chapter 11 plan, putting the insolvent Houston-based petrochemical
maker on track for a confirmation hearing at the end of November
2022.
The Court ruled that the Supplemental Disclosure is approved as
containing "adequate information" with respect to the modified plan
terms incorporated into the Plan in accordance with Section
1125(a)(1) of the Bankruptcy Code.
The Court approved these dates and deadlines in connection with the
solicitation of votes on the Plan:
* Mail Plan and Supplemental Disclosure to Voting Parties and
Mail Revised Ballots to Class 4 General Unsecured Claimants:
November 10, 2022
* Deadline to File Plan Supplement: November 15, 2022
* Deadline to Object to Any New Contracts Added to Amended
Rejection Schedule: 14 days following filing of amended Rejection
Schedule
* Deadline to Object to Assumption of Executory Contracts and
Unexpired Leases, including Cure Amounts: November 14, 2022 at 4:00
p.m. (ET)
* Deadline to Object to Confirmation Solely with Respect to Plan
Modifications: November 22, 2022 at 4:00 p.m. (ET)
* Voting Deadline: November 22, 2022 at 4:00 p.m. (ET)
* Deadline to File Voting Certification November 28, 2022 at
12:00 p.m. (ET)
* Deadline to File Confirmation Brief/Replies to Objections to
Confirmation and Declarations in Support of Confirmation: November
28, 2022 at 12:00 p.m. (ET) or Two Business Days prior to any
adjourned Confirmation Hearing
* Deadline to File Proposed Confirmation Order Confirmation
Hearing November 30, 2022 at 10:00 a.m. (ET).
About TPC Group
TPC Group, headquartered in Houston, is a producer of value-added
products derived from petrochemical raw materials such as C4
hydrocarbons, and provider of critical infrastructure and logistics
services along the Gulf Coast. The Company sells its products into
a wide range of performance, specialty and intermediate markets,
including synthetic rubber, fuels, lubricant additives, plastics
and surfactants. With an operating history of more than 75 years,
TPC Group has a manufacturing facility in the industrial corridor
adjacent to the Houston Ship Channel and operates product terminals
in Port Neches, Texas and Lake Charles, Louisiana.
TPC Group Inc. and its subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 22-10493) on June 1, 2022. TPC Group
estimated assets and debt of $1 billion to $10 billion to $10
billion.
The Hon. Craig T. Goldblatt is the case judge.
Baker Botts L.L.P. is the Debtors' counsel; Morris, Nichols, Arshtn
& Tunnell LLP is the co-counsel; Moelis & Company LLC is the
investment banker; and FTI Consulting is the financial advisor.
Simpson Thacher & Bartlett LLP is the special finance counsel.
Kroll Restructuring Administration is the claims agent.
Eclipse Business Capital LLC is advised by Goldberg Kohn Ltd.
Paul Hastings LLP, and Stroock & Stroock & Lavan LLP are serving as
counsel to the Ad Hoc Noteholder Group that supports the Debtors'
restructuring. Evercore Group L.L.C., is the Group's financial
advisor. Young Conaway Stargatt & Taylor, LLP is local counsel to
the Ad Hoc Noteholder Group. The Supporting Noteholders are funds
controlled by FIG LLC and Fortress Capital Finance III(A) LLC,
Monarch Alternative Capital LP., PGIM Inc., Redwood Capital
Management LLC, and Strategic Value Partners LLC.
Pachulski Stang Ziehl & Jones LLP, Proskauer Rose LLP, and Selendy
Gay Elsberg PLLC are serving as counsel to an Ad Hoc Group of
Non-Consenting Noteholders, led by Bayside Capital, Inc., and
Cerberus Capital Management, L.P. Milbank LLP previously served as
the group's counsel but was later replaced by Pachulski and SGE.
TPC GROUP: US Trustee Warns of Hidden Releases in Plan
------------------------------------------------------
The U.S. Trustee's Office asked a Delaware bankruptcy judge to
reject TPC Group's proposed Chapter 11 plan.
Andrew R. Vara, the United States Trustee for Region 3 objects to
confirmation of the Second Amended Joint Chapter 11 Plan of TPC
Group Inc. and Its Debtor Affiliates for these reasons:
* The Debtor Release and the Third-Party Release each explicitly
discharge non-debtors, contrary to Section 524(e) of the Code, and
each includes what could be hidden, non-consensual third-party
releases;
* The Plan includes an impermissibly broad exculpation clause
that (a) does not make an exception for gross negligence, (b)
protects numerous non-fiduciaries, (c) fails to include the
necessary temporal scope, (d) includes a non-consensual third-party
release, and (e) sets forth findings of fact that are not
appropriate in a Plan;
* The claims allowance process is contrary to Section 502(a) of
the Bankruptcy Code and Local Rule 3002-1(a);
* The Plan contravenes Section 1129(a)(4) with respect to the
payment of fees and expenses of certain secured creditors;
* The Plan provides for the assumption of employment agreements
which may circumvent Section 503(c);
* The Plan proposes a case closing procedure that runs afoul of
Federal Rule of Bankruptcy Procedure 3022 and Local Rule 3022-1;
and
* The Plan Supplement was not timely filed under Local Rule
3016-2.
About TPC Group
TPC Group, headquartered in Houston, is a producer of value-added
products derived from petrochemical raw materials such as C4
hydrocarbons, and provider of critical infrastructure and logistics
services along the Gulf Coast. The Company sells its products into
a wide range of performance, specialty and intermediate markets,
including synthetic rubber, fuels, lubricant additives, plastics
and surfactants. With an operating history of more than 75 years,
TPC Group has a manufacturing facility in the industrial corridor
adjacent to the Houston Ship Channel and operates product terminals
in Port Neches, Texas and Lake Charles, Louisiana.
TPC Group Inc. and its subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 22-10493) on June 1, 2022. TPC Group
estimated assets and debt of $1 billion to $10 billion to $10
billion.
The Hon. Craig T. Goldblatt is the case judge.
Baker Botts L.L.P. is the Debtors' counsel; Morris, Nichols, Arshtn
& Tunnell LLP is the co-counsel; Moelis & Company LLC is the
investment banker; and FTI Consulting is the financial advisor.
Simpson Thacher & Bartlett LLP is the special finance counsel.
Kroll Restructuring Administration is the claims agent.
Eclipse Business Capital LLC is advised by Goldberg Kohn Ltd.
Paul Hastings LLP, and Stroock & Stroock & Lavan LLP are serving as
counsel to the Ad Hoc Noteholder Group that supports the Debtors'
restructuring. Evercore Group L.L.C., is the Group's financial
advisor. Young Conaway Stargatt & Taylor, LLP is local counsel to
the Ad Hoc Noteholder Group. The Supporting Noteholders are funds
controlled by FIG LLC and Fortress Capital Finance III(A) LLC,
Monarch Alternative Capital LP., PGIM Inc., Redwood Capital
Management LLC, and Strategic Value Partners LLC.
Pachulski Stang Ziehl & Jones LLP, Proskauer Rose LLP, and Selendy
Gay Elsberg PLLC are serving as counsel to an Ad Hoc Group of
Non-Consenting Noteholders, led by Bayside Capital, Inc., and
Cerberus Capital Management, L.P. Milbank LLP previously served as
the group's counsel but was later replaced by Pachulski and SGE.
TRANSED PARTNERS: DBRS Lowers Issuer Rating to BB
-------------------------------------------------
DBRS Limited (DBRS Morningstar) downgraded the Issuer Rating of
TransEd Partners General Partnership (ProjectCo) and the rating on
its Series A Bonds to BB while maintaining its status as Under
Review with Negative Implications. ProjectCo is the special-purpose
entity created to design, build, finance, maintain, and perform the
lifecycle obligations of the Valley Line light-rail transit Stage 1
project (the Project) under a 34.8-year project agreement (PA) with
the City of Edmonton (the City).
The downgrade of the ratings is a result of a further delay to the
construction schedule. Prior to this further delay, the forecast
Service Commencement Date was September 4, 2022; the PA Longstop
Date is October 31, 2022. The current delay to the construction
schedule is for the repair of cracks in the elevated guideway piers
that were initially discovered in July 2022. The repair work must
be completed before testing and commissioning of the trains can be
resumed on the elevated guideways. Therefore, ProjectCo was not
able to achieve the Service Commencement Date of September 4, 2022,
as planned and the PA Longstop Date of October 31, 2022, was
breached, triggering a Termination Event under the PA and an Event
of Default under the financing agreements. DBRS Morningstar notes
that no termination has occurred and ProjectCo is expected to enter
into discussions for a resolution with the relevant parties on
these issues. DBRS Morningstar understands the cost of repairs will
be borne by the Design Build Joint Venture (DBJV) and the revised
construction schedule is being discussed by ProjectCo and the City
but has not been finalized. ProjectCo also indicated that some of
the repair work has already commenced and the overall repair work
is currently 31% complete.
DBRS Morningstar's expectation remains that the parties will work
together and eventually arrive at a solution and it does not expect
termination of the PA at this time. Further, there has been no
payment default and no cash flow shortage is expected with the DBJV
responsible for paying of the liquidated damages. The $200 million
credit facility (not rated by DBRS Morningstar) maturity is on
December 22, 2022, and ProjectCo would require amendments to extend
the maturity date to avoid a default on the facility.
DBRS Morningstar may take further negative rating actions if the
discussions with the City and lenders do not conclude
satisfactorily. In addition, there is a greater likelihood of
further downgrades if the time buffer between the revised Service
Commencement Date and the date when liquidated damages or other
sources of cash are expected to be exhausted, is reduced
significantly, or if the exercise of rights by the parties is
expected to negatively affect ProjectCo or the rated debt. The
ratings may be removed from Under Review with Negative Implications
after the Project achieves Service Commencement.
TROPICAL DELIGHT: Unsecureds Will Get 6.5% of Claims in 36 Months
-----------------------------------------------------------------
Tropical Delight 1, Inc., filed with the U.S. Bankruptcy Court for
the Middle District of Florida a Plan of Reorganization dated
November 14, 2022.
Debtor is a S-Corporation formed under the laws of the State of
Florida. It has one shareholder and the corporate entity is in
business of owning and operating a small restaurant.
Class 1 consists of the Internal Revenue Service priority claim in
the amount of $20,607.57. The Debtor shall pay this claim at
$572.43 per month at 0.00% interest over 36 months from the
effective date of this plan.
Class 2 consists of the U.S. Small Business Administration secured
claim. The Debtor will value this claim at $12,942. The foregoing
amount shall be paid together with interest at the rate of 4.00%
per annum simple interest by 36 payments of $382.10 per month.
Class 3 consists of the General Unsecured Claims, specifically,
this class consists of General Unsecured Claim of the Internal
Revenue Service, Unsecured portion of U.S. Small Business
Administration, Creditors 24 Capital Funding, Everest Business
Funding, Highpoint Capital SPE1, LLC, and Kinetic Direct Funding,
LLC. The holders of Class 3 General Unsecured Claims shall receive
6.50% of the amount owed pre-petition in 36 months, paid in at a
total of $310.00 per month commencing on the effective date of the
Plan.
There shall be no distribution on account of disputed claims until
such objection or dispute is resolved by final order. The Debtor
shall, however, reserve funds to make the proportionate
distribution to such creditors until such time as all claims
objections have been finally determined. All funds reserved on
account of disallowed claims shall be distributed pro-rata to the
holders of allowed unsecured claims at the conclusion of the claims
objection process.
All shareholders of the Debtor shall retain their full equity
interest in the same amounts, percentages, manner and structure as
existed on the Petition Date.
The Debtor will retain all property of the estate and such property
shall re-vest in the Debtor at discharge. Thereafter, the Debtor
may use, acquire and dispose of their property free of any
restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the
Bankruptcy Court. As of the effective date of this Plan, all
property retained by the Debtors and sold shall be free and clear
of any all liens and interests except as specifically provided in
the Plan or the order confirming the Plan.
A full-text copy of the Plan of Reorganization dated Nov. 14, 2022,
is available at https://bit.ly/3OlfQ6k from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Rehan N. Khawaja, Esq.
Bankruptcy Law Offices of Rehan N. Khawaja
817 North Main Street
Jacksonville, FL 32202
Telephone: (904) 355-8055
Facsimile: (904) 355-8058
Email: Khawaja@Fla-Bankruptcy.com
About Tropical Delight 1
Tropical Delight 1, Inc., filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-01612) on Aug. 14, 2022, listing as much as $1 million in both
assets and liabilities.
Robert Altman has been appointed as Subchapter V trustee.
The Bankruptcy Law Offices of Rehan N. Khawaja is the Debtor's
counsel.
UAL CORP/OLD: Egan-Jones Retains CCC+ Sr. Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on October 20, 2022, retained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by UAL Corp/Old.
EJR also retained its 'B' rating on commercial paper issued by the
Company.
Headquartered in Chicago, Illinois, UAL Corporation is a holding
company. The Company, through United Air Lines, Inc., is the
holding company for the air carrier United Airlines.
UNITED AIRLINES: Egan-Jones Retains 'B' Commercial Paper Rating
---------------------------------------------------------------
Egan-Jones Ratings Company, on October 20, 2022, retained its 'B'
local currency rating on commercial paper issued by United Airlines
Holdings Inc.
EJR also retained its 'CCC+' local currency senior unsecured rating
on debt issued by the Company.
United Airlines Holdings, Inc. is a publicly traded airline holding
company headquartered in the Willis Tower in Chicago. UAH owns and
operates United Airlines, Inc.
VERICAST CORP: Moody's Affirms Caa3 CFR & Rates $785MM Loan Caa2
----------------------------------------------------------------
Moody's Investors Service affirmed Vericast Corp.'s corporate
family rating at Caa3 and its $439 million senior secured second
lien notes rating at Ca. Moody's also affirmed the company's
probability of default rating at Caa3-PD and appended a "/LD"
designation reflecting the completed debt exchange transaction
which is considered a distressed exchange and therefore a default
under Moody's definition. The "/LD" designation appended to the PDR
will be removed in approximately three business days. Concurrently,
Moody's upgraded Vericast's $38 million senior secured term loan
stub due 2023 and the $1.2 billion senior secured first lien notes
due 2026 to Caa2 from Caa3. Moody's rated Vericast's new $785
million senior secured first lien term loan at Caa2, and its new
$283 million senior secured second lien notes at Ca. The outlook
remains negative.
Moody's withdrew the Caa3 rating on the $1.1 billion senior secured
first lien term loan due 2026 following the completion of the debt
exchange.
On November 7, 2022, Vericast completed an exchange offer to
exchange its $1.1 billion senior secured first lien term loan due
2026 for $283 million in newly-issued second lien secured notes due
2027 and $785 million of the newly issued first lien term loan due
in 2026.
The affirmation of Caa3 CFR reflects Moody's view that despite
near-term liquidity relief provided by the debt exchange, the
transaction did not reduce the very high debt burden, and the
company's capital structure remains unsustainable absent a
significant operational turnaround that is unlikely in the current
economic environment.
Vericast's debt exchange reduced near-term cash needs by
rescheduling the next four quarterly first lien term loan
amortization payments (around $68 million combined) to a single
payment due in May 2025 but this amount will be partially offset by
the higher interest cost on the second lien debt. The exchange
reduced the stub term loan due November 2023 but there remains
about $38 million still outstanding after the exchange. Because the
stub term loan due November 2023 remains in place, the company
still faces a springing ABL revolver maturity in August 2023. The
ABL had $75 million outstanding as of 1 October 2022, out of $178
million borrowing base at Q3 quarter-end.
Moody's took the following rating actions:
Affirmations:
Issuer: Vericast Corp.
Corporate Family Rating, Affirmed Caa3
Probability of Default Rating, Affirmed Caa3-PD /LD (/LD
appended)
Senior Secured 2nd Lien Global Notes, Affirmed Ca (LGD5 from
LGD6)
Upgrades:
Issuer: Vericast Corp.
Senior Secured 1st Lien Term Loan, Upgraded to Caa2 (LGD3) from
Caa3 (LGD3)
Senior Secured 1st Lien Notes, Upgraded to Caa2 (LGD3) from Caa3
(LGD3)
Assignments:
Issuer: Vericast Corp.
Senior Secured 1st Lien Term Loan, Assigned Caa2 (LGD3)
Senior Secured 2nd Lien Global Notes, Assigned Ca (LGD5)
Outlook Actions:
Issuer: Vericast Corp.
Outlook, Remains Negative
RATINGS RATIONALE
Vericast's Caa3 corporate family rating reflects its highly levered
capital structure that Moody's view as untenable and a significant
level of business risk because of secular declines in both its
check and print based advertisements businesses. The company's high
leverage and heavy debt service costs limit its ability to
effectively mitigate the structural business risks. Vericast's
leverage, with Moody's adjusted Debt/EBITDA at 6.6x at Q3 2022 (up
from 5.6x a year ago), is high, particularly considering a business
model that faces secular pressures. Moody's projects that the
company's leverage will rise to the 7x-8x range by the end of 2023,
despite continued restructuring and cost cuts. The ratings continue
to garner support from the company's large scale, strong
relationships with its clients and multiyear contracts varying
between 2-4 years for most of its clients, and strong market
positions in the print advertisement and check printing
businesses.
The Caa3 CFR also reflects governance risks, including an
aggressive financial strategy, concentrated ownership by MacAndrew
& Forbes Holdings, Inc. (MacAndrews) and lack of board diversity
and independence. Vericast has a track record of sponsor friendly
transactions that have continued even as the company had
underperformed expectations. Vericast also has had several related
party transactions with its sponsor which have effectively diverted
funds from the operating entity to the sponsor, including
dividends, meaningful financial advisory fees and termination of a
loan to MacAndrews without repayment in the past.
Moody's views Vericast liquidity as weak, constrained by Moody's
expectation of negative free cash flow in 2022 and 2023, near term
debt maturities, high debt service costs and a potential springing
maturity of the ABL revolver in August 2023. Moody's projects that
existing cash ($21 million as of 1 October 2022) and effective
availability on the ABL may not be sufficient to fund projected
negative free cash flow (approaching -$190 million in 2022 and
nearly half of that in 2023), repay the $38 million term loan stub
in November 2023, fund capital expenditures around $50 million, and
pay mandatory debt amortization of around $13 million in Q4 2023,
working capital, and basic cash needs over the next twelve months.
The company's ABL facility provides for borrowings of up to $250
million subject to a borrowing base. As of October 1, 2022,
Vericast had $75 million drawn, leaving $94 million of availability
after giving effect to the issuance of $8.9 million of outstanding
letters of credit. The ABL revolver is subject to a springing fixed
charge coverage ratio test of 1.0x that applies if excess
availability falls below certain threshold. The threshold is
calculated as the greater of (a) $15 million or (b) 10.0% of either
the ABL commitment or borrowing base at such time, whichever is
less. Moody's estimates that the deferral of the first lien term
loan amortization will help improve the fixed charge ratio over the
next for quarters but the headroom over the covenant requirement
will be tight, should the covenant be tested in 2023.
STRUCTURAL CONSIDERATIONS
The first lien senior secured note due 2026 and the first lien
secured term loans due 2023 and 2026 are rated Caa2 reflecting
Vericast's probability of default rating, an average expected
family recovery rate of 50% at default given the mix of first and
second lien secured debt and the particular instruments' ranking in
the capital structure. The second lien senior secured notes due
2027 are rated Ca reflecting their junior position in the capital
structure.
The negative outlook reflects Moody's view that the risk of default
remains high and recovery prospects could deteriorate if the
company is unable to demonstrate progress turning around the
business and improving free cash flow over the coming year. The
depressed earnings as a result of weak advertising demand and
inflationary pressure coupled with weak liquidity elevate the
company's refinancing and default risks.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be downgraded if earnings or liquidity continue to
erode, if there is an increasing likelihood of a preemptive balance
sheet restructuring, such as a distressed exchange, or a
deterioration in creditors' recovery prospects.
The ratings could be upgraded if leverage materially declines and
liquidity improves driven by improved operating results or due to a
sustained improvement in the capital structure.
The principal methodology used in these ratings was Media published
in June 2021.
Headquartered in San Antonio, TX, Vericast Corp. (Vericast) is a
provider of check and check related products, direct marketing
services and customized business and home office products. The
company's LTM 3Q 2022 revenue was $2.4 billion. Vericast is owned
by MacAndrews & Forbes Holdings, Inc. (MacAndrews), a wholly owned
entity controlled by Ronald O. Perelman.
VERITAS US: US$1.7B Bank Debt Trades at 25% Discount
----------------------------------------------------
Participations in a syndicated loan under which Veritas US Inc is a
borrower were trading in the secondary market around 74.8
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$1.70 billion facility is a term loan. The loan is scheduled
to mature on September 1, 2025. The amount is fully withdrawn and
outstanding.
Veritas US Inc. designs and develops enterprise software solutions.
VICTORY BUYER: Moody's Cuts CFR to Caa1, Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded the ratings of Victory Buyer
LLC (dba "Vantage"), including the Corporate Family Rating and
Probability of Default Rating to Caa1 and Caa1-PD, respectively
from B3 and B3-PD. Concurrently, Moody's downgraded Vantage's first
lien senior secured bank credit facility ratings to B3 from B2. The
ratings outlook is stable.
The ratings downgrade is driven by Moody's expectation of financial
leverage in the 9 to 10x range over the next 12 to 18 months
(including Moody's standard adjustments) amid lower margins and
free cash flow than previously anticipated as a consequence of
inflationary cost pressures and supply chain headwinds.
Moody's expects leverage will remain above the levels expected for
the B3 rating, over the next 12 to 18 months despite modest revenue
growth and margin improvement over that time. Additionally, rising
interest rates will consume incremental cash flow which will
constrain debt repayment and meaningful deleveraging.
The following rating actions were taken:
Downgrades:
Issuer: Victory Buyer LLC
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured 1st Lien Multi Currency Revolving Credit
Facility, Downgraded to B3 (LGD3) from B2 (LGD3)
Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3)
from B2 (LGD3)
Outlook Actions:
Issuer: Victory Buyer LLC
Outlook, Remains Stable
RATINGS RATIONALE
Vantage's Caa1 CFR is constrained by its very high financial
leverage and modest revenue scale. Vantage also faces broader
manufacturing sector related headwinds, including supply chain
constraints, as well as inflationary pressures brought on by
elevated commodity, transportation and labor costs which weaken
margins and constrict free cash generation. Also, given the
company's primarily floating rate debt structure, increasing
interest rates further weaken free cash flow while reducing
interest coverage. Moody's believes that working capital
improvements and price increases that effectively pass-through
these higher costs will be important to prevent further credit
deterioration.
At the same time, Vantage's healthy EBITDA margins are reflective
of its brand strength and importance to independent elevator
maintenance and safety service providers. Further, the large
aftermarket portion of revenue and non-discretionary nature of
Vantage's products contributes to a relatively stable, recurring
revenue stream. Favorable industry dynamics include: an aging
installed base of elevators and need for modernization, increased
outsourcing by large elevator Original Equipment Manufacturers
(OEMs) for parts, and the regulated nature of the elevator
industry.
Moody's expects that Vantage will maintain adequate liquidity over
the next twelve to eighteen months, underscored by good
availability under the company's $85 million revolving credit
facility, expectation of good covenant compliance and breakeven
free cash flow.
The stable outlook recognizes that despite high financial leverage,
the company will continue to take proactive actions to improve
profitability and cash generation through positive pricing actions
and other actions to lower costs as well as improved working
capital management that should be realized over the next year. The
stable outlook also incorporates Moody's expectation that the
company will maintain adequate liquidity over the next 12 to 18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The company's ratings could be downgraded if the company cannot
successfully manage through the current challenging supply chain
and inflationary cost environment through price increases and
operational efficiencies, resulting in further weakening in margins
and free cash flow. A ratings downgrade could also result if
Moody's views Vantage's capital structure to be unsustainable, or
if the probability of a debt restructuring or distressed exchange
increases.
Conversely, the ratings could be upgraded if the company
meaningfully improves and sustains its profitability and free cash
flow. A reversion to positive and consistent positive free cash
flow, debt/EBITDA that declines below 7.5 times and EBITA/interest
sustained over 1.0 times could also support an upgrade.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Headquartered in the Bronx, New York, Vantage, the collective
operating entities under Victory Buyer LLC, is an independent
manufacturer of elevator components and systems for new equipment
applications, equipment upgrade projects, and service replacement
parts.
VILLAS OF COCOA: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 21 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of The Villas
of Cocoa Village, LLC.
The committee members are:
1. Jim Stripling
41 River Ridge Drive
Rockledge, FL 32955
Telephone: (321) 427-2825
Email: jim@stripling.org
2. Ryan & Amy Moreau
c/o Daniel A. Velasquez, Esq.
201 S. Orange Ave., Ste. 1400
Orlando, FL 32801
Telephone No.: (407) 481-5807
Email: dvelasquez@lathamluna.com
3. Bart Berghuis & Natalie Rymer
c/o Daniel A. Velasquez, Esq.
201 S. Orange Ave., Ste. 1400
Orlando, FL 32801
Telephone No.: (407) 481-5807
Email: dvelasquez@lathamluna.com
4. Nancy Elliott
c/o Aldo G. Bartolone, Jr., Esq.
13506 Summerport Village Pkwy, Suite 325
Windermere, FL 34786
Telephone No.: (407) 294-4440
Email: aldo@bartolonelaw.com
5. Gwendolyn & Michael Anello
c/o Daniel A. Velasquez, Esq.
201 S. Orange Ave., Ste. 1400
Orlando, FL 32801
Telephone No.: (407) 481-5807
Email: dvelasquez@lathamluna.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About The Villas of Cocoa Village
The Villas of Cocoa Village LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 22-03286) on Sept. 12, 2022. In the petition filed by
Robert D. Harvey, authorized member, the Debtor disclosed between
$500,000 and $1 million in assets and between $1 million and $10
million in liabilities. Robert Altman has been appointed as
Subchapter V trustee.
Judge Tiffany P. Geyer oversees the case.
Winderweedle, Haines, Ward & Woodman, PA serves as the Debtor's
counsel.
WCG PURCHASER: S&P Alters Outlook to Negative, Affirms 'B' ICR
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating and
issue-level ratings on WCG Purchaser Corp.'s revolver and
first-lien debt.
The negative outlook reflects weak cash flow for the rating and the
risk that the slowdown in clinical trial starts is more persistent
limiting annual cash flow generation to below 2.5% of debt (about
$45 million) in 2023.
S&P expects a 10%-15% reduction in new clinical trial starts and
the company's capital spending initiatives to pressure margins and
cash flow over the next several quarters.
Staffing challenges at clinical trial sites globally have caused
delays in active trials and a significant slowdown in new clinical
trial starts over the past several months. This has been
exacerbated by the war in Ukraine and the tight COVID-19 lockdown
policies in China.
This pressure is exacerbated by rising interest rates and about
$1.4 billion of floating-rate debt outstanding, notwithstanding
WCG's interest rate cap on about $900 million of floating-rate debt
extending through October 2023.
The company's adjusted EBITDA margins have declined by about 1,000
basis points (bps) over the past two years, primarily from the
recent slowdown, but also because of a lower level of profitability
in the research solutions segment, which has been growing rapidly
(accelerated by acquisitions).
The 'B' rating is supported by S&P's assessment of the company's
good competitive position and our expectation for constrained
spending on mergers and acquisitions for at least the next one to
two years, despite the current pressures.
The company has a market leading position in the institutional
review board (IRB) space through its review solutions segment and
differentiated offerings and leadership in several clinical trial
services within its research solutions segment. This is
demonstrated by the company's above-average profitability and
history of robust free cash flow generation. That said, the
company's business strength is constrained by its limited scale and
narrow focus.
From 2016-2021, WCG spent an average of over $170 million annually
on acquisitions. While the company has not made any significant
acquisitions in 2022, restructuring and integration costs related
to multiple large acquisitions in 2021 continue to burden cash
flow. S&P expects the new management team to limit acquisition
spending and to prioritize organic growth over the next 12-24
months. However, given the company's involvement in nearly all
clinical trials (in some capacity), the opportunity to grow
acquired revenues by cross-selling, and its financial sponsor
ownership, S&P expects acquisition spending will likely resume,
once the business returns to healthy free cash flow generation.
S&P sees heightened risk to its base case for a quick recovery.
While WCG's fundamentals, including its backlog and contract win
rate appear sound, ultimately its success depends on both the
demand of the pharmaceutical industry and the capacity of sites to
meet that demand. S&P will monitor the company's performance over
the next few quarters, looking for sequential improvement to
support its base case scenario.
The negative outlook reflects cash flow that is weak for the rating
and the risk that the slowdown in clinical trial starts persists,
limiting annual free cash flow generation to below 2.5% of its debt
(about $45 million) in 2023.
S&P could lower the rating if it expect the ratio of free cash flow
to debt to remain below 2.5% in 2023.
S&P could revise the outlook to stable if it expects the ratio of
free cash flow to debt to be sustained above 2.5%.
WESCO INT'L: Fitch Hikes LongTerm IDRs to BB, Outlook Positive
--------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Ratings
(IDRs) of WESCO International, Inc. and WESCO Distribution, Inc.
(collectively, WESCO) to 'BB' from 'BB-'. The Rating Outlook is
Positive. Fitch has also upgraded WESCO Distribution's ABL facility
to 'BBB-'/'RR1' from 'BB+'/'RR1', WESCO Distribution's senior
unsecured notes to 'BB'/'RR4' from 'BB-'/'RR4', Anixter Inc.'s
senior unsecured notes at 'BB'/'RR4' from 'BB-'/'RR4', and WESCO
International's preferred stock at 'B+'/'RR6' from 'B'/'RR6'.
The upgrade and Positive Outlook reflects Fitch's expectation that
the company's leverage (Debt to EBITDA) will decline below 4x, the
prior positive leverage sensitivity, by YE 2022 due to EBITDA
expansion with room for further deleveraging as the operating
environment and supply chain bottlenecks improve and the company's
inventory levels normalize. The company's scale, strong market
position and stable free cash flow are supporting factors of the
rating.
KEY RATING DRIVERS
Deleveraging on Track: WESCO's post acquisition deleveraging is on
track with Fitch calculated leverage (Debt to EBITDA) forecasted at
approximately 3.6x at YE 2022, from 7.9x at YE 2020, driven by
continued growth in EBITDA. Fitch believes debt reduction will be
deprioritized over the forecast period but will remain within the
company's guidance of net leverage target of 2.0x to 3.5x. The
company has already announced plans to return capital to
shareholders through dividends and share repurchase.
Secular Trends Support Growth: Fitch expects WESCO's sales to grow
by about 15% to $20.9 billion as demand in industrial,
non-residential construction, utility and other end markets remains
strong. The company realized 17% organic growth in 3Q22 and saw its
backlog grow by more than 60% yoy. Long-term secular trends in
electrification, automation and grid-modernization are expected to
lead to revenue growth in the low- to mid-single digits in the
medium term. WESCO could realize additional upside if it is able to
capture meaningful revenue synergies.
Fitch expects WESCO's EBITDA margin to reach to 7.5% in 2022. WESCO
has been able to expand its EBITDA margin from 5.1% in 2019 to 6.5%
in 2021 as the company improves its gross margin, successfully
passing on higher costs from suppliers, and executes on cost
synergies.
FCF Hurt by Higher Inventory: WESCO has historically generated
stable and strong FCF, which Fitch views as a positive credit
driver. Cash generation is typically counter-cyclical for
distributors as they have the flexibility to unload inventory while
scaling back purchases in periods of downturn. WESCO's FCF turned
negative in 2021 and will widen further in 2022 as the company's
investments in inventory led to considerable working capital
outflow. The outflow was exasperated by supply chain disruptions as
the company needed to hold products and materials in inventory for
longer than expected. Fitch expects working capital outflow to
normalize over the forecast horizon and believes long-term FCF
margins will recover to between 2% and 3% of annual revenue in 2023
and 2024.
Diversified Business Profile: WESCO serves a balanced mix of end
markets including industrial, construction, utilities and data
communications. The company's diversification helps offset the
cyclicality of end markets and its exposure to residential
construction is minimal. WESCO also has well diversified product
lines, suppliers and customers. The company has approximately
140,000 customers with its top 10 customers accounting for just 11%
of 2021 sales.
Strong Market Position: Fitch believes WESCO 's leading market
position in the electrical and data communication distribution
industry in North America is a strong positive factor of the credit
profile. The overall market remains highly fragmented, with few
competitors with meaningful market share. WESCO expects to benefit
from further industry consolidation with market share gains
contributing to growth in the medium. Fitch expects that WESCO will
strengthen its market position and accelerate its growth through
acquisitions such as its recent acquisition of Rahi Systems
Holding, Inc. for $217 million.
Significant size and scale: WESCO 's size and scale is a positive
factor of the company's operating and credit profile. Fitch
believes there are competitive advantages including operational
leverage and increased market position defensibility through broad
customer and supplier relationships.
DERIVATION SUMMARY
WESCO has an operating profile similar to IT focused distributors
such as Avnet, Inc. (BBB-/Stable), Ingram Micro Inc. (BB-/Stable)
and Arrow Electronics, Inc. (BBB-/Stable) with EBITDA margins in
the mid-single digits and counter-cyclical free cash flow. The
company has successfully deleveraged, mainly through EBITDA growth,
following the integration of Anixter, Inc. but remains higher than
Avnet, Inc. and Arrow Electronics, Inc. Compared to more industrial
focused distributors such as HD Supply, Inc., WESCO has greater
scale, lower profitability margins, slightly higher leverage and
comparable end-market cyclicality.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
- Revenue reach $20.9 billion in 2022 but growth falls to 1% in
2023 before rebounding in the low- to mid-single digits growth
annually in medium term;
- EBITDA margins of around 7%;
- Working capital outflows moderate in 2023
- Capex of about $120 million per annum mostly centered around IT
investments;
- Common stock dividends of $80 million per annum beginning in 2023
with additional capital returned to shareholders though share
repurchases
- FCF margins improve to around 2% and 3% in 2023 and 2024,
respectively;
- Excess cash flow is used to moderately repay AR and ABL facility
borrowings;
- Preferred stock dividend of $57 million per year and preferred
shares redeemed in 2025.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Demonstrated commitment to gross debt reduction and synergy
execution leading to Debt to EBITDA sustained below 3.5x, including
paying down the revolver;
- A normalization in the operating environment leading to an
improvement in working capital management;
- Clearly established strategic objectives and capital allocation
plans that enhance the operating profile and facilitate the
retention of financial flexibility.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Shift in financial polity that leads to Debt to EBITDA sustained
above 4.0x;
- A deterioration in the operating profile or working capital
management leading to heightened variability or a sustained
contraction in FCF margin;
- An inability to implement or execute on management strategy
leading to a deterioration in the operating profile, higher costs,
or loss of market share.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of Sept. 30, 2022, WESCO had total
liquidity of approximately $834 million comprised of $234 million
of available cash and $600 million of revolver availability, net of
$883 million in borrowings, letters of credit and borrowing base
reserves. In Oct. 31, 2022, the company has increased its revolving
credit and receivables facility by a total of $300 million of
incremental borrowing capacity to $1,725 and $1,625 million,
respectively, to help finance the company's working capital needs
and its acquisition of Rahi Systems.
Debt Structure: WESCO 's debt structure as of Sept. 30, 2022
consisted of $883 million outstanding on a $1,525 million revolving
ABL facility, $1,525 million outstanding on its AR securitization
facility, and $2.89 billion of senior unsecured notes.
The company's subsidiary, WESCO Distribution, Inc. is the issuer of
$1.5 billion of 7.125% unsecured notes due 2025 and $1.325 billion
of unsecured notes due 2028. The company has $58.6 million of 5.5%
unsecured notes due 2023 and $4.2 million of 6% unsecured notes due
2025 issued by Anixter Inc. outstanding as of Sept. 30, 2022.
Additionally, the company had approximately $6.7 million
outstanding on other international lines of credit.
Fitch also assigns 50% equity credit to the $540.3 million
liquidation preference of WESCO's Series A Preferred Stock.
ISSUER PROFILE
WESCO International is a global distributor of electrical and
communications products and provider of logistics and supply chain
services.
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
----------- ------ -------- -----
WESCO Distribution,
Inc. LT IDR BB Upgrade BB-
senior unsecured LT BB Upgrade RR4 BB-
senior secured LT BBB- Upgrade RR1 BB+
WESCO International,
Inc. LT IDR BB Upgrade BB-
preferred LT B+ Upgrade RR6 B
Anixter Inc.
senior unsecured LT BB Upgrade RR4 BB-
WHEEL PROS INC: US$1.18B Bank Debt Trades at 32% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Wheel Pros Inc is a
borrower were trading in the secondary market around 67.7
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$1.18 billion facility is a term loan. The loan is scheduled
to mature on May 11, 2028. The amount is fully withdrawn and
outstanding.
Wheel Pros, Inc. manufactures vehicle wheels. The Company
distributes wheels, tires, suspension, and accessories for
vehicles.
WINESTEAD LLC: Hits Chapter 11 Bankruptcy Protection
----------------------------------------------------
Winestead LLC filed for chapter 11 protection in the Central
District of California.
Winestead is a California limited liability company engaged in the
business of the manufacturing and selling of wine. Beyond Douglas
G. Wiens (insider and voting member), Deborah Israel (insider and
voting member), Stephen Israel (insider) and Joseph Wiens
(insider), it has 49 employees who assist in the manufacturing of
wine, bottling wine, wine tasting and performing various restaurant
duties.
According to court filings, Winestead estimates $1 million to $10
million in debt to 1 to 49 creditors. The petition states that
funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Dec. 14, 2022, at 1:30 PM at UST-RS1, TELEPHONIC MEETING.
CONFERENCE LINE:1-866-822-7121, PARTICIPANT CODE:6203551.
About Winestead LLC
Winestead LLC -- https://www.orangecoastwinery.com -- d/b/a Wine
Ranch Grill and Cellars, is a restaurant known for offering great
lunch, dinner and brunch.
Winestead LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14222) on Nov. 8,
2022. In the petition filed by Douglas G. Weins, as manager, the
Debtor reported assets between $500,000 and $1 million and
liabilities between $1 million and $10 million.
The Debtor is represented by Robert B Rosenstein of Rosenstein &
Associates.
WW INTERNATIONAL: S&P Downgrades ICR to 'B-' on Underperformance
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on New
York-based WW International Inc. to 'B-' from 'B'.
S&P said, "Concurrently, we lowered our issue-level rating on the
company's senior secured debt to 'B' from 'B+'. The recovery rating
remains '2', reflecting our expectation for substantial (70%-90%;
rounded estimate: 70%) recovery in the event of a payment default.
"The stable outlook reflects our expectation that the company will
continue to generate satisfactory levels of free operating cash
flow (FOCF) and maintain adequate liquidity despite challenging
industry dynamics and an uncertain macroeconomic environment. We
expect these headwinds will continue in 2023 such that leverage
deteriorates to above 7x."
WW's shift back to emphasizing weight loss as its key value
proposition, rather than overall wellness, may not be enough to
reverse declining demand and member retention rates. Several years
ago, the company intentionally moved away from emphasizing weight
loss in favor of holistic wellness. S&P said, "In our opinion, this
strategic shift signaled business model challenges in an age of
numerous weight loss options, including apps, competitive diet
plans, pharmaceuticals, dietary supplements, meal replacement
products, and fitness centers. Management's core strategic change
to address mounting subscriber losses entails simplifying and
innovating its offering to drive engagement, as well as moving away
from holistic wellness initiatives that did not resonate with
subscribers. The company's current total subscriber base of 3.8
million users across workshops and digital is at its lowest level
since 2017.It is our view that it will be difficult to expand the
member base in 2023, especially given weak economic conditions and
the continued growth in competitive alternatives available to
potential subscribers. We expect revenue from the company's studio
business to contract about 44% in 2022, with a two-year stacked
decline of 65%. We also believe that WW's digital offering, which
is typically a growth driver, will be down about 6% in 2022 due to
cancelations and lower year-over-year sign-ups. Switching costs for
WW's members are low because they can easily cancel after an
initial commitment period to seek other weight loss solutions. WW
is an entity in transition, and we expect that the turn-around
strategy--if successful--will take time."
S&P said, "We expect challenging industry dynamics will remain a
headwind in 2023. We believe demand in the category is at least
temporarily declining due to the discretionary nature of weight
loss products, deteriorating macroeconomic conditions and
persistent inflation, and post-pandemic weight loss indifference.
For the addressable market that is continuing to seek weight
management services, there is a preference shift trend to "do it
yourself" strategies, as well as a more clinical approach through
pharmaceuticals options. We believe pharmaceuticals remain a small
part of the market in part due to the high cost but represent an
emerging threat. There have been recent breakthroughs with certain
diabetes drugs that are being approved for the weight loss
indication--namely Novo Nordisk's Wegovy (semaglutide; presently
approved for weight loss), followed by Eli Lilly's Mounjaro
(tirzepatide), which is in the process of being approved for weight
loss and has shown the most statistically significant clinical data
of the diabetes drugs.
"In an effort to stave off these category alternatives, WW is
evolving its program by investing in its user interface and app
experience while launching simplified food programs. We recognize
that these initiatives may be a step in the right direction for
prioritizing core competencies; however, the evolving landscape of
the weight management space includes many options that could result
in further share loss.
"The stable outlook reflects our expectation that the company will
maintain stable cash flow generation to support the business amid
category weakness and operating performance challenges as it
attempts to navigate a strategic turnaround."
S&P could lower the ratings if it believes WW's financial
commitments appear unsustainable or if the company's liquidity
position deteriorates substantially. This could occur if:
-- The company's turn-around initiatives are not successful, its
subscriber base continues to decline, and profits erode; or
-- Cash flow pressures result in a need for utilization of the
company's revolver and the likelihood of the leverage covenant tied
to the revolver springing increases.
S&P could also lower the rating to selective default ('SD') if the
company buys back its debt at levels well below par, and it deems
the transaction or transactions to be a distressed exchange and not
opportunistic.
Although unlikely over the next 12 months, S&P could raise the
ratings if strategic changes result in subscriber growth, and
leverage is sustained below 7x. This could occur if:
-- The company is able to drive revenue and profit growth from
effective product innovations and marketing campaigns while
maintaining operating margins at current levels; and
-- The company effectively competes with category alternatives.
ESG credit indicator: E-2, S-2, G-2
XEROX CORP: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B+
-----------------------------------------------------------
Egan-Jones Ratings Company, on October 27, 2022, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Xerox Corp to B+ from BB-.
Headquartered in Norwalk, Connecticut, Xerox Corporation develops
document management technology solutions.
XPLORNET COMMUNICATIONS: US$200M Bank Debt Trades at 15% Discount
-----------------------------------------------------------------
Participations in a syndicated loan under which Xplornet
Communications Inc is a borrower were trading in the secondary
market around 85 cents-on-the-dollar during the week ended Friday,
November 18, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$200 million facility is a term loan. The loan is scheduled
to mature on October 1, 2029. The amount is fully withdrawn and
outstanding.
Xplornet Communications Inc. operates as a broadband service
provider. The Company offers voice and data communication services
through wireless and satellite networks. The Company's country of
domicile is Canada.
YAK ACCESS: US$180M Bank Debt Trades at 80% Discount
----------------------------------------------------
Participations in a syndicated loan under which Yak Access LLC is a
borrower were trading in the secondary market around 19.6
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$180 million facility is a term loan. The loan is scheduled
to mature on July 11, 2026. The amount is fully withdrawn and
outstanding.
Yak Access LLC provides construction services. The Company offers
matting solutions, installation and removal of temporary roads,
construction of permanent access roads, and civil services.
ZAYO GROUP: US$4.96B Bank Debt Trades at 25% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Zayo Group Holdings
Inc is a borrower were trading in the secondary market around 75.0
cents-on-the-dollar during the week ended Friday, November 18,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$4.96 billion facility is a term loan. The loan is scheduled
to mature on March 9, 2027. The amount is fully withdrawn and
outstanding.
Zayo Group Holdings, Inc. is a privately held company headquartered
in Boulder, Colorado, in the U.S. with European headquarters in
London. The company provides communications infrastructure
services, including fiber and bandwidth connectivity, colocation
and cloud infrastructure.
[^] BOND PRICING: For the Week from November 14 to 18, 2022
-----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
AMC Entertainment
Holdings Inc AMC 10.000 37.532 6/15/2026
AMC Entertainment
Holdings Inc AMC 5.750 37.966 6/15/2025
AMC Entertainment
Holdings Inc AMC 5.875 28.831 11/15/2026
AMC Entertainment
Holdings Inc AMC 6.125 27.093 5/15/2027
AMC Entertainment
Holdings Inc AMC 10.000 38.034 6/15/2026
AMC Entertainment
Holdings Inc AMC 10.000 38.241 6/15/2026
Air Methods Corp AIRM 8.000 49.811 5/15/2025
Air Methods Corp AIRM 8.000 49.643 5/15/2025
Applied Optoelectronics AAOI 5.000 66.545 3/15/2024
Audacy Capital Corp CBSR 6.500 25.767 05/01/2027
Audacy Capital Corp CBSR 6.750 24.662 3/31/2029
Audacy Capital Corp CBSR 6.750 25.153 3/31/2029
Avaya Holdings Corp AVYA 2.250 23.000 6/15/2023
BPZ Resources Inc BPZR 6.500 3.017 03/01/2049
Bank of America Corp BAC 2.936 95.475 12/10/2058
Bed Bath & Beyond Inc BBBY 3.749 34.202 08/01/2024
Buckeye Partners LP BPL 6.375 80.301 1/22/2078
Citigroup Global
Markets Holdings
Inc/United States C 7.500 77.570 4/26/2032
Citigroup Inc C 3.673 98.844 11/27/2022
Clovis Oncology Inc CLVS 4.500 5.000 08/01/2024
Clovis Oncology Inc CLVS 4.500 58.450 08/01/2024
Clovis Oncology Inc CLVS 1.250 3.000 05/01/2025
Cooper-Standard
Automotive Inc CPS 5.625 38.185 11/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 16.786 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 3.593 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 7.500 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 17.148 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 3.905 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 6.222 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 16.783 8/15/2026
Diebold Nixdorf Inc DBD 8.500 49.541 4/15/2024
EI du Pont de Nemours
and Co CTVA 4.286 100.000 2/15/2038
EnLink Midstream
Partners LP ENLK 6.000 82.500 N/A
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Transfer LP ET 6.250 85.500 N/A
Envision Healthcare Corp EVHC 8.750 30.195 10/15/2026
Envision Healthcare Corp EVHC 8.750 30.326 10/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 23.802 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 10.000 65.121 7/15/2023
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 24.392 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 10.000 65.121 7/15/2023
Federal Farm Credit
Banks Funding Corp FFCB 0.090 77.736 11/18/2022
Federal Home Loan Banks FHLB 6.000 98.925 10/25/2027
Federal Home Loan Banks FHLB 6.000 99.138 10/25/2027
Federal Home Loan
Mortgage Corp FHLMC 0.200 99.354 11/23/2022
Federal Home Loan
Mortgage Corp FHLMC 0.180 77.724 11/18/2022
GNC Holdings Inc GNC 1.500 0.819 8/15/2020
GTT Communications Inc GTTN 7.875 5.803 12/31/2024
GTT Communications Inc GTTN 7.875 6.750 12/31/2024
General Electric Co GE 4.200 78.790 N/A
Granite Point
Mortgage Trust Inc GPMT 5.625 99.750 12/01/2022
ION Geophysical Corp IO 8.000 11.000 12/15/2025
Lannett Co Inc LCI 7.750 26.855 4/15/2026
Lannett Co Inc LCI 4.500 30.537 10/01/2026
Lannett Co Inc LCI 7.750 27.392 4/15/2026
Lightning eMotors Inc ZEV 7.500 64.000 5/15/2024
MAI Holdings Inc MAIHLD 9.500 29.875 06/01/2023
MAI Holdings Inc MAIHLD 9.500 29.875 06/01/2023
MAI Holdings Inc MAIHLD 9.500 29.875 06/01/2023
MBIA Insurance Corp MBI 15.339 11.000 1/15/2033
MBIA Insurance Corp MBI 15.935 10.426 1/15/2033
Macquarie
Infrastructure
Holdings LLC MIC 2.000 94.050 10/01/2023
Marsh & McLennan Cos Inc MMC 3.300 99.381 3/14/2023
Morgan Stanley MS 1.800 70.693 8/27/2036
NOA Bancorp Inc NOABAN 6.700 76.588 11/01/2028
NOA Bancorp Inc NOABAN 6.700 76.588 11/01/2028
National CineMedia LLC NATCIN 5.750 11.038 8/15/2026
OMX Timber Finance
Investments II LLC OMX 5.540 0.850 1/29/2020
Occidental Petroleum OXY 8.000 107.019 7/15/2025
Party City Holdings Inc PRTY 8.750 37.964 2/15/2026
Party City Holdings Inc PRTY 8.061 33.750 7/15/2025
Party City Holdings Inc PRTY 6.125 35.000 8/15/2023
Party City Holdings Inc PRTY 6.625 31.343 08/01/2026
Party City Holdings Inc PRTY 8.750 38.269 2/15/2026
Party City Holdings Inc PRTY 6.125 34.986 8/15/2023
Party City Holdings Inc PRTY 6.625 31.343 08/01/2026
Party City Holdings Inc PRTY 8.061 36.230 7/15/2025
Quotient Technology Inc QUOT 1.750 95.020 12/01/2022
Renco Metals Inc RENCO 11.500 24.875 07/01/2003
RumbleON Inc RMBL 6.750 34.146 01/01/2025
Sears Holdings Corp SHLD 8.000 1.040 12/15/2019
Sears Holdings Corp SHLD 6.625 7.272 10/15/2018
Sears Holdings Corp SHLD 6.625 8.627 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 7.500 1.500 10/15/2027
Sears Roebuck
Acceptance Corp SHLD 7.000 5.876 06/01/2032
Sears Roebuck
Acceptance Corp SHLD 6.750 3.024 1/15/2028
Sears Roebuck
Acceptance Corp SHLD 6.500 2.000 12/01/2028
Shift Technologies Inc SFT 4.750 20.350 5/15/2026
Spirit AeroSystems Inc SPR 3.950 99.333 6/15/2023
TPC Group Inc TPCG 10.500 60.000 08/01/2024
TPC Group Inc TPCG 10.500 59.500 08/01/2024
Talen Energy Supply LLC TLN 6.500 53.535 9/15/2024
Talen Energy Supply LLC TLN 6.500 53.535 9/15/2024
TerraVia Holdings Inc TVIA 5.000 4.644 10/01/2019
Tricida Inc TCDA 3.500 8.375 5/15/2027
US Renal Care Inc USRENA 10.625 38.798 7/15/2027
US Renal Care Inc USRENA 10.625 41.178 7/15/2027
UpHealth Inc UPH 6.250 30.254 6/15/2026
WeWork Cos Inc WEWORK 7.875 53.992 05/01/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 46.692 07/10/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 47.339 07/10/2025
Wesco Aircraft Holdings WAIR 13.125 25.445 11/15/2027
Wesco Aircraft Holdings WAIR 8.500 51.309 11/15/2024
Wesco Aircraft Holdings WAIR 13.125 25.445 11/15/2027
Wesco Aircraft Holdings WAIR 8.500 50.000 11/15/2024
Wilton Re Finance LLC WILTON 5.875 77.291 3/30/2033
Wilton Re Finance LLC WILTON 5.875 77.291 3/30/2033
Wilton Re Finance LLC WILTON 5.875 77.291 3/30/2033
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
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