/raid1/www/Hosts/bankrupt/TCR_Public/221128.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 28, 2022, Vol. 26, No. 331
Headlines
129 N WALNUT: May Use $20,000 in Cash Collateral Thru Nov 30
243 FOOD: Court OKs Interim Cash Collateral Access
3333 ALPHARETTA: Wins Cash Collateral Access Thru Dec 7
3B ENTERPRISES: Wins Interim Cash Collateral Access
425 MARCY: DW Marcy to Hold Auction in January 2023
689 ST. MARKS: Unsecureds' Recovery "Unknown" in NPL Fund's Plan
8617 WEST FORT: Gets OK to Hire Steven H. Greenfeld as Counsel
A&A INVESTMENT: Seeks Approval to Hire Litigation Counsel
A&A INVESTMENT: Taps Albert Acquah & Associates as Accountant
A&A INVESTMENT: Taps Hogan & Pritchard as Special Counsel
A&A INVESTMENT: Taps Metropolitan Commercial as Appraiser
ADVANTAGE SALES: US$1.32B Bank Debt Trades at 19% Discount
ALLEN MEDIA: US$110M Bank Debt Trades at 17% Discount
AMC ENTERTAINMENT: US$2B Bank Debt Trades at 43% Discount
ARTERRA WINES: Moody's Cuts CFR to B3 & 1st Lien Term Loan to B2
ASTRA ACQUISITION: Moody's Affirms B3 CFR, Outlook Negative
BED BATH: Moody's Retains 'Ca' CFR, Outlook Remains Stable
BOND EXPRESS INC: Taps Law Offices of Alla Kachan as Counsel
BOND EXPRESS INC: Taps Wisdom Professional Services as Accountant
CANO HEALTH: US$644M Bank Debt Trades at 32% Discount
CASTLE US: EUR500M Bank Debt Trades at 22% Discount
CHARLES K. BRELAND: Hudgens' Claim for Attorney's Fees Denied
CHUB CAY: Amends Class 1 Secured Claims Pay Details
CITY OF CHESTER: Receiver Authorizes Chester Bankruptcy Filing
CONTAINER STORE: Moody's Affirms 'B1' CFR, Outlook Remains Stable
CORELOGIC INC: US$3.75B Bank Debt Trades at 18% Discount
CORSAIR GAMING: Moody's Cuts CFR & Sr. Secured 1st Lien Debt to B2
CROWN FINANCE: EUR608M Bank Debt Trades at 78% Discount
CROWN FINANCE: US$3.33B Bank Debt Trades at 77% Discount
CROWN FINANCE: US$650M Bank Debt Trades at 77% Discount
DAWN ACQUISITIONS: US$550M Bank Debt Trades at 32% Discount
DEXKO GLOBAL: Moody's Lowers CFR to B3 & Alters Outlook to Stable
DLVAM1302 NORTH: Expects Revenue Increase in Rentable Unit by 2023
DRIVEN HOLDINGS: Moody's Cuts CFR to 'B3', Outlook Remains Stable
EMPIRE PRIME: Resolves Dallas & Tarrant Counties' Claim Issues
EMPLOYBRIDGE LLC: US$925M Bank Debt Trades at 18% Discount
FENDER MUSICAL: US$400M Bank Debt Trades at 16% Discount
FINANCIAL INVESTMENTS: Amends Judgment Creditors Secured Claims Pay
FIRST COMMONWEALTH: Granted $383,115 in Default Judgment
FLUOROTEK USA: Creditors to Get Proceeds From Liquidation
GANDYDANCER LLC: Amends Department & Hutchens' Claims Pay
GRAVITY HOLDINGS: Taps Roland Kraushaar as Accountant
GREGORY A. JOHNSON: United Pulse's Clawback Suit Dismissed
HEALTHCHANNELS: US$385M Bank Debt Trades at 26% Discount
HIGHPOINT LIFEHOPE: Unsecureds Will Get 100% of Claims in Plan
IMPERVA INC: US$907M Bank Debt Trades at 19% Discount
JOHNSTONE FAMILY: Unsecureds to Get Share of Income for 3 Years
JON CHRISTIAN AMBERSON: 5th Cir. Affirms Arbitrator's Award
K STREET LLC: Seeks to Hire The Burns Law Firm as Counsel
KALBARRI AUSTRALIA: $4MM Sale to Woodhill Acquisitions to Fund Plan
LEADING LIFE: Court OKs Cash Collateral Access, DIP Loan
LIFEPOINT HEALTH: Moody's Alters Outlook on 'B2' CFR to Negative
LITTLE WASHINGTON: Unsecureds to Get $250,000 & Litigation Proceeds
LOUISVILLE PROCESSING: Dinsmore Advises Republic Bank, United Fire
MED PARENTCO LP: US$360M Bank Debt Trades at 17% Discount
MENACHEM LAND: Unsecureds Will Get 100% of Claims in Sale Plan
MONTROSE MULTIFAMILY: Hires Tran Singh LLP as Legal Counsel
MTPC LLC: Unsecureds' Recovery "Unknown" in Proton Therapy Plan
NASDI LLC: Move to Reconsider September 28 Opinion Denied
NEOVIA LOGISTICS: Moody's Lowers PDR to D-PD
NEW HAPPY FOOD: Unsecured Creditors to Split $1.4M Over 40 Quarters
NEXANT INC: US$56M Bank Debt Trades at 16% Discount
O & A ENTERPRISES: Unsecureds Will Get 100% in Subhchapter V Plan
PATERSON PARKING: Moody's Alters Outlook on 'Ba1' Rating to Stable
PENTA STATE LLC: Taps Spencer Fane as Special Counsel
PINNACLE CONSTRUCTORS: Court Rules on Bond Dispute with Aegis
PLUTO ACQUISITION I: US$873M Bank Debt Trades at 22% Discount
POLAR US BORROWER: US$1.48B Bank Debt Trades at 18% Discount
POWER STOP: US$395M Bank Debt Trades at 26% Discount
PRETIUM PKG: Moody's Cuts CFR to Caa1, Outlook Negative
QUALTEK LLC: Moody's Cuts CFR to Caa1, Outlook Remains Negative
QUALTEK LLC: US$380M Bank Debt Trades at 29% Discount
RACKSPACE TECHNOLOGY: US$2.30B Bank Debt Trades at 32% Discount
REDSTONE HOLDCO: US$450M Bank Debt Trades at 37% Discount
S & J TILE: Unsecureds Will Get 10.5% of Claims in Consensual Plan
SABRINAS ATLANTIC: Taps Nardella & Nardella as Legal Counsel
SHERLOCK STORAGE: Gets OK to Hire Cappis Consulting as Accountant
SNOWBIRD II CONDOMINIUMS: Unsecureds Will Get 100% in Plan
SOMM INC: Unsecured Creditors to Get 100 Cents on Dollar in Plan
SPG HOSPICE: Amends Plan to Include Providers Unsecured Claims Pay
STAT HOME HEALTH-WEST: Hires Gold Weems Bruser as Counsel
SUMMIT II LLC: Unsecureds Will Get 100% in Subchapter V Plan
SUNERGY CALIFORNIA: $25,500 Slashed from Counsel's Fee Award
SURGERY CENTER: Moody's Puts 'B3' CFR on Review for Upgrade
THOMPSON MILLWORK: Wins Cash Collateral Access Thru Nov 30
TORREY HOLDINGS: Amends Several Secured Claims Pay Details
ULTRA SEAL: Seeks to Hire RBT CPAs as Accountant
UNITED COMMERCIAL: A.M. Best Cuts LT Issuer Rating to bb(Fair)
US RENAL CARE: US$1.60B Bank Debt Trades at 43% Discount
US RENAL CARE: US$225M Bank Debt Trades at 42% Discount
VERICAST CORP: US$1.78B Bank Debt Trades at 27% Discount
VERITAS US: EUR749M Bank Debt Trades at 28% Discount
VG IMPERIAL: Taps Law Offices of Alla Kachan as Counsel
VG IMPERIAL: Taps Wisdom Professional Services as Accountant
VIBRANTZ TECHNOLOGIES: US$2.45B Bank Debt Trades at 15% Discount
VISION OF HOPE: Unsecureds to Recover 33% Via Quarterly Payments
VISION SOLUTIONS INC: US$2.48B Bank Debt Trades at 17% Discount
VITAL PHARMACEUTICALS: Four New Committee Members Appointed
VITEC ELECTRONICS: Unsecured Creditors to Split $909K Over 3 Years
W L HOUSTONS BUSINESS: Taps Milledge Law Firm as Bankruptcy Counsel
XPO LOGISTICS: Moody's Affirms Ba2 CFR & Alters Outlook to Positive
YAK ACCESS: US$180M Bank Debt Trades at 85% Discount
YS GARMENTS: Moody's Lowers CFR to Caa1, Outlook Remains Stable
ZAYO GROUP: EUR750M Bank Debt Trades at 21% Discount
ZENITH ENERGY: Moody's Withdraws 'B3' Corporate Family Rating
ZEROHOLDING LLC: Unsecureds to Split $129,600 Over 36 Months
[^] BOND PRICING: For the Week from Nov. 21 to 25, 2022
*********
129 N WALNUT: May Use $20,000 in Cash Collateral Thru Nov 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized 129 N Walnut Street LLC to use cash collateral on an
interim basis in accordance with the budget through November 30,
2022.
The Debtor is permitted to pay post-petition expenses of up to
$20,000 and only to pay actual and necessary expenses of its
operation as set forth in the budget.
To the extent of the diminution in the value of any interest it has
in rents, Basis Multifamily Finance I LLC, is granted a first
priority lien on: (i) all property acquired by the Debtor after the
filing of the case and any proceeds thereof, and (ii) any of the
Debtor's assets not already subject to Basis' alleged security
interest and any proceeds thereof -- in addition to any existing
liens it may hold on the Property and the Rents or otherwise.
As further adequate protection, the Debtor will make payment to
Basis of $27,954, on November 30, which may be paid from the Rents.
Basis will be granted an allowed superpriority administrative
expense claim, pursuant to Section 507(b) of the Bankruptcy Code,
with priority over all administrative expense claims and unsecured
claims against the Debtor, to the extent of the diminution of its
alleged interest in the value of the Rents.
Basis will not have any lien on any avoidance actions under
subchapter 5 of the Bankruptcy Code. Any substitute lien or
adequate protection claim granted will be subordinate to (i)
payment of United States Trustee's fees pursuant to 28 U.S.C. Sec.
1930 (a)(6) plus interest at the statutory rate for any fees not
paid in a timely manner, and any fees payable to the Clerk of the
Bankruptcy Court; and (ii) reasonable fees and expenses of a
Chapter 7 trustee allowable pursuant to 11 U.S.C. section 726 (b)
in an amount not to exceed $10,000.
A copy of the order is available at https://bit.ly/3VxCWZP from
PacerMonitor.com.
About 129 N Walnut Street LLC
129 N Walnut Street LLC owns a 41-unit apartment building in 129 N
Walnut Street LLC. The Property is currently fully occupied. The
Property is the Debtor's sole tangible asset. The Debtor's sole
source of revenue are the rents paid by tenants at the Property.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42104) on September 2,
2022. In the petition signed by Samuel Rosenbaum, managing member,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Elizabeth S. Stong oversees the case.
The Law Offices of Isaac Nutovic is the Debtor's counsel.
243 FOOD: Court OKs Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized 243 Food LLC to use cash collateral on an interim basis
in accordance with the budget.
Specifically, the Debtor is permitted to use the cash collateral of
Associated Supermarket Group, LLC and AFS Capital, LLC on an
emergency basis solely limited to pay for:
a. Purchase of product;
b. Non-insider payroll up to the statutory cap as set out in
Section 507(a) for each employee and payroll taxes;
c. Post-petition rent; and
d. Post-petition utility payments.
As adequate protection, ASG is granted a replacement lien and
administrative claim for the amounts utilized by the Debtor.
The Court said no payment for reimbursement of employee expenses
will exceed the sum of $500.
A further hearing on the matter is set for December 8, 2022 at
10:30 a.m.
A copy of the order is available at https://bit.ly/3AL7EGG from
PacerMonitor.com.
About 243 Food LLC
243 Food LLC operates a retail supermarket. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 22-42912) on November 22, 2022. In the petition
signed by Mazen A. Dayem, manager, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Elizabeth S. Stong oversees the case.
Marc A. Pergament, Esq., at Weinberg, Gross & Pergament, LLP, is
the Debtor's legal counsel.
3333 ALPHARETTA: Wins Cash Collateral Access Thru Dec 7
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, authorized 3333 Alpharetta Lifehope 10 Acre Land
to use cash collateral on an interim basis in accordance with its
agreement with Capital One, N.A., through December 7, 2022.
Pursuant to a Loan Agreement dated as of August 30, 2019, entered
by the Debtor, as borrower, and Capital One, as administrative
agent, collateral agent, and a lender, Capital One provided a
non-revolving loan facility in the maximum principal amount of $32
million to the Borrower.
Capital One asserts that (i) as of the Petition Date, the unpaid
principal balance of the Loan is at least $28.302 million; and (ii)
in addition, accrued and accruing interest (including default
interest), costs, fees (including attorney's fees) and other
amounts chargeable to the Debtor under the Loan Agreement and other
Loan Documents are fully due and owing by the Debtor.
Capital One asserts a first priority security interest in all
rental income derived from the Debtor's medical office building
located at 3333 Old Milton Parkway, Alpharetta, Georgia 30005.
The Court said no later than December 5, the Debtor will pay (i)
the rent payment due under the Ground Lease for December 2022, (ii)
the tax bill owing to Fulton County, Georgia that was due November
15, 2022, (iii) all unpaid bills for post-petition utility service,
and (iv) insurance premium payments for September, October and
November 2022.
In accordance with the Second Interim Order, the Debtor previously
designated a debtor-in-possession deposit account at Wells Fargo
Bank as the "Cash Collateral Account" pursuant to the Second
Interim Order. The Debtor will at all times segregate and sequester
all of the cash collateral in the Cash Collateral Account. The
Debtor may withdraw funds from the Cash Collateral Account only as
necessary to pay authorized expenses in accordance with the
provisions of the Third Interim Order. Without limiting the
foregoing:
a. Continuing the requirement under the Second Interim Order,
the Debtor will promptly (i) deposit all funds it is holding and
other cash collateral into the Cash Collateral Account, (ii) cause
all funds or other cash collateral held for the Debtor by any of
its principals or affiliates to be returned to the Debtor and
deposited into the Cash Collateral Account, and (iii) identify in a
written communication to Capital One any funds held for the Debtor
by any third party.
b. The Debtor will direct all tenants of the Property to make
rent payments directly into the Cash Collateral Account, or will
deposit all such rent payments in the Cash Collateral Account no
later than two business days after receipt by the Debtor.
The Replacement Liens granted to Capital One in the previous
interim order will continue and remain in full force and effect.
A final hearing on the matter is set for December 7 at 10 a.m.
A copy of the motion and the Debtor's four-week budget through the
week of December 9, is available at https://bit.ly/3F38Kjw from
PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$12,443 for the week ending November 11, 2022;
$37,913 for the week ending November 18, 2022;
$4,053 for the week ending November 25, 2022;
$5,959 for the week ending December 2, 2022; and
$35,768 for the week ending December 9, 2022.
About 3333 Alpharetta Lifehope 10 Acre Land, LLC
3333 Alpharetta Lifehope 10 Acre Land, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No.
22-57594) on September 23, 2022. In the petition signed by Scott C.
Honan, designated manager, the Debtor disclosed up to $100 million
in assets and up to $50 million in liabilities.
Judge Lisa Ritchey Craig oversees the case.
Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the
Debtor's counsel.
3B ENTERPRISES: Wins Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized 3B Enterprises, LLC, Inc., to use cash collateral on an
interim basis.
Specifically, the Debtor is authorized, but not required, to use
cash collateral, including the proceeds of sales of its inventory
in accordance with the DIP Budget, and the Debtor will be deemed in
compliance with this requirement so long as the Debtor does not
exceed the DIP Budget by up to 15% on average across all
expenditures during any four-week period.
The Debtor will make adequate protection payments on the Secured
Claims held by the Debtor's Secured Creditors, Ally Financial.
Paradigm, Mechanics Bank Line of Credit, Momentum, CFG Merchant
Solutions, LLC, Cloudrond (Delta Bridge Funding), and the U.S.
Small Business Administration as described in the DIP Budget. In
addition, the Secured Creditors are granted replacement liens in
the same priority, with respect to the same collateral, and to the
same extent, whether valid or not, as the Secured Creditor's
security interests attached before the Petition Date.
The final hearing on the matter is set for January 11, 2023 at 11
a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3XrkRy6 from PacerMonitor.com.
The budget provides for total expenses, on a monthly basis, as
follows:
$937,300 for November 2022;
$620,600 for December 2022;
$555,850 for January 2023;
$1,143,900 for February 2023;
$1,143,900 for March 2023;
$539,300 for April 2023; and
$554,900 for May 2023.
About 3B Enterprises, LLC, Inc.
3B Enterprises, LLC, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-22999) on
November 18, 2022. In the petition signed by Shawn Hayse, general
manager, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Christopher M. Klein oversees the case.
Stephen Reynolds, Esq., at Reynolds Law Corp, represents the Debtor
as legal counsel.
425 MARCY: DW Marcy to Hold Auction in January 2023
---------------------------------------------------
DW Marcy LLC ("secured party") will sell all of the limited
liability company interests held by 415 Marcy Avenue LLC ("debtor")
in 425 Marcy Avenue LLC ("pledged entity") to the highest qualified
bidder at a public sale in accordance with the provisions of the
Uniform Commercial Code as in effect in the State of New York.
The sale will take place on Jan. 6, 2023, at 10:00 a.m., in
satisfaction of an indebtedness in the approximate amount of
$31,529,488, via the Cisco WebEx Platform or web-based video
conferencing and telephonic conferencing program selected by the
Secured Party.
Online bidding will be made available via Cisco WebEx Remote
Meeting, Meeting link: https://bit.ly/415March; Access Code: 2555
904 2720, Password: Bi7Uq (24787 from phone and video systems.
Join by video system: Dial 25559042720@webex.com. You can also
dial 173.243.2.69 and enter your meeting number. Join by Phone:
+1-650-479-3208 United States Toll.
The sale will be conducted by Mannion Auctions LLC, by Matthew D.
Mannion, with offices at 305 Broadway, Suite 200, New York, New
York.
Interested parties who intend to bid on the collateral must contact
Brock Cannon of Newmark at (212) 372-2066, brock.cannon@nmrk.com,
to receive the terms of public sale and bidding instructions.
689 ST. MARKS: Unsecureds' Recovery "Unknown" in NPL Fund's Plan
----------------------------------------------------------------
NPL Fund LLC (the "Secured Creditor" or the "Proponent") filed with
the U.S. Bankruptcy Court for the Eastern District of New York a
Disclosure Statement for Plan of Liquidation for Debtor 689 St.
Marks Avenue Inc.
The Debtor is a corporation that has an address of 264 St. James
Pl. Suite #1, Brooklyn, NY 11236 whose business consists of
ownership and operating of the Property. The Property is a mixed
use apartment and retail building.
The Debtor's exclusive period to file and solicit a plan expired on
May 12, 2022 and July 11, 2022, respectively. To date, the Debtor
has been unable to raise sufficient financing to fund a
reorganization. Consequently, the next logical step was for the
Proponent to file the Plan, which provides for the liquidation of
the Debtor by liquidating the real property and improvements
thereon, commonly known as and located at 689 St. Marks a/k/a 670
680 Nostrand Avenue, Brooklyn, NY 11216 (Block: 1219, Lot: 44) (the
"Property") and owned by the Debtor and use the proceeds from the
sale to pay Claims.
The Proponent has engaged a broker (the "Rosewood Realty Group") as
its real estate advisor and it shall market and auction the
Property and the Property Causes of Action (the "Sale") pursuant to
11 U.S.C. §§ 363, 1123(a)(5)(D), and 1123(b)(4) to obtain the
highest and best price, in accordance with the applicable
provisions of the Bankruptcy Code. The Sale shall be conducted
following confirmation of the Plan.
In the event that the Available Cash on the Effective Date is
insufficient to provide creditors of the Debtor's estate with the
distributions required to be made on the Effective Date, any
shortfall will be funded by the Proponent (by either reducing the
distribution to be made on account of the NPL Fund Secured Claim,
or through Cash to be provided the Proponent) with any such
shortfall funding constituting an administrative claim against the
Debtor's estates payable from Cash after the Effective Date.
The Plan provides for the liquidation of the Debtor by selling the
Debtor's only material asset, the Property, to generate proceeds to
pay Allowed Claims of the Debtor's estates.
Class 1 consists of Other Secured Claims. The holders of the
Allowed Class 1 Other Secured Claims will receive on account of
such claims Available Cash sufficient to pay such Claims in full,
on the Effective Date or as soon thereafter as is reasonably
practicable.
Class 2 consists of NPL Fund Secured Claim. The holder of the
Allowed Class 2 NPL Fund Secured Claim will receive on account of
such claim on or about the Effective Date either a distribution of
Available Cash sufficient to allow for payment in full of the NPL
Fund Secured Claim or the Property following a successful credit
bid; provided, however, that such payment may be reduced in order
to allow for payment in full on the Effective Date of the Claims in
Class 1, the Statutory Fees and Administrative Claims and any other
payments required to be made under the Plan.
Class 3 consists of SBA Secured Claim. The holder of the Allowed
Class 3 SBA Secured Claim will receive on or about the Effective
Date on account of such claim a distribution of Available Cash
after all payments to Class 1 Claims, the Class 2 Claim, Class 4
Claim. Statutory Fees and Administrative Claims, with simple
interest at the Federal Judgment Rate per annum from the Petition
Date, with principal being paid in full prior to any payments being
made on account of such interest; provided, however, that if the
Proponent is the Successful Bidder based on a credit bid, the
Proponent will provide a distribution of $6,446.57 to holders of
Claims in Class 3.
Class 4 consists of Priority Claims. Subject to the provisions of
Article 8 of the Plan with respect to Disputed Claims, and with the
exception of holders of Priority Claims who waive any distribution
under the Plan on account of their Class 4 Priority Claims against
the Debtor, each holder of an Allowed Class 4 Priority Claim will
receive on or about the Effective Date on account of such claim
payment in full from Available Cash.
Class 5 consists of General Unsecured Claims. Each holder of an
Allowed Class 5 General Unsecured Claim will receive on account of
such claim a pro rata distribution of Available Cash after all
payments to Class 1 Claims, the Class 2 Claim, the Class 3 Claim,
and the Class 4 Claims, Statutory Fees and Administrative Claims,
with simple interest at the Federal Judgment Rate per annum from
the Petition Date, with principal being paid in full prior to any
payments being made on account of such interest; provided, however,
that if the Proponent is the Successful Bidder based on a credit
bid, the Proponent will provide a distribution of $2,328.75 to
holders of Claims in Class 5 other than the NPL Fund Unsecured
Claim, the Proponent agreeing to waive the right to receive any
distribution from such $2,328.75 as a member of this Class.
The estimated recovery for General Unsecured Claims is "unknown at
this time", according to the Disclosure Statement.
Class 6 consists of Interest Holders. Holders of Allowed Class 6
Interests shall continue to retain and maintain such Interests in
the Debtor and the Post-Confirmation Debtor following the Effective
Date of the Plan in the same percentages as existed as of the
Petition Date. Additionally, to the extent that there is any
Available Cash after full payment of all Statutory Fees,
Administrative Claims, the Class 1 Claims, the Class 2 Claim, the
Class 3 Claim, the Class Claims, and the Class 5 Claims, the
holders of the Allowed Class 6 Interests shall receive such
remaining Available Cash, pro rata, in accordance with their
respective percentage interests in the Debtor.
The Plan will be funded by monies made available from the Sale of
the Property (and the Property Causes of Action). However, the
Proponent shall advance such funds as are necessary to make
payments required under the Plan if the Sale proceeds are
insufficient to fund all payments required under the Plan.
A full-text copy of the Disclosure Statement dated November 17,
2022, is available at https://bit.ly/3F0TKD6 from PacerMonitor.com
at no charge.
Attorneys for NPL Fund LLC:
KRISS & FEUERSTEIN LLP
Jerold C. Feuerstein, Esq.
Daniel N. Zinman, Esq.
Stuart L. Kossar, Esq.
360 Lexington Avenue, Suite 1200
New York, New York 10017
(212) 661-2900
About 689 St. Marks Avenue
689 St. Marks Avenue, Inc., owner of a 9-unit commercial building
in Brooklyn, N.Y., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40043) on Jan. 12,
2022. At the time of the filing, the Debtor listed as much as $10
million in both assets and liabilities.
Judge Elizabeth S. Stong oversees the case.
Moshe Kalman Silver, Esq., is the Debtor's bankruptcy attorney.
8617 WEST FORT: Gets OK to Hire Steven H. Greenfeld as Counsel
--------------------------------------------------------------
8617 West Fort Foote, LLC received approval from the U.S.
Bankruptcy Court for the District of Maryland to employ the Law
Offices of Steven H. Greenfeld, LLC to handle its Chapter 11 case.
Steven Greenfeld, Esq., a partner at the firm, will be paid at his
hourly rate of $475.
Mr. Greenfeld disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Steven H. Greenfeld, Esq.
Law Offices of Steven H. Greenfeld, LLC
325 Ellington Boulevard, #610
Gaithersburg, MD 20878
Telephone: (301) 881-8300
Email: steveng@cohenbaldinger.com
About 8617 West Fort Foote
8617 West Fort Foote, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 22-16122) on Nov. 2, 2022, with as much as
$1 million in both assets and liabilities. The Debtor is
represented by the Law Offices of Steven H. Greenfeld, LLC.
A&A INVESTMENT: Seeks Approval to Hire Litigation Counsel
---------------------------------------------------------
A&A Investment, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to employ David Wise, Esq., at
the Wise Law Firm, PLLC as litigation counsel.
The Debtor requires legal assistance in connection with two
separate fraud cases it filed styled as A&A Investment LLC, et al.,
v. Rosent Financial LLLP, et al., Case No. CL 2022-5720; and
Aranibar Chinchilla v. Camacho, Case No. CL2022-3603.
Mr. Wise charges an hourly fee of $450 for his services.
In court filings, Mr. Wise disclosed that the firm and its
attorneys neither hold nor represent an interest adverse to the
Debtor and its estate.
.
Mr. Wise can be reached at:
David H. Wise, Esq.
Wise Law Firm PLC
10640 Page Avenue, Suite 320
Fairfax, VA 22030
Telephone: (703) 579-5724
Facsimile: (703) 934-6379
Email: dwise@wiselaw.pro
About A&A Investment
A&A Investment, LLC, a company in Alexandria, Va., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D. Va. Case No. 22-11373) on Oct. 13, 2022. In the petition
signed by its corporate officer, Carla Aranibar, the Debtor
disclosed up to $10 million in assets and up to $50,000 in
liabilities.
Judge Klinette H. Kindred oversees the case.
Joseph M. Langone, Esq., and David H. Wise, Esq., at the Wise Law
Firm, PLC serve as the Debtor's bankruptcy counsel and litigation
counsel, respectively. Albert Acquah & Associates, PC is the
Debtor's accountant.
A&A INVESTMENT: Taps Albert Acquah & Associates as Accountant
-------------------------------------------------------------
A&A Investment, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to employ Albert Acquah &
Associates, PC as accountant.
The firm's services include:
-- assisting in auditing fraudulent accounts in the Debtor's
Chapter 11 case;
-- consulting with the Debtor and his legal counsel;
-- assisting in the analysis of any assets or sale of those
assets;
-- performing valuation analysis of the Debtors' business,
assets, liabilities and, where appropriate, developing and
implementing financing alternatives consistent with a plan of
reorganization;
-- providing expert testimony as required.
The firm will be paid at these rates:
Accountants $160 per hour
Accounting Assistants $100 per hour
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
The retainer fee is $5,000.
Albert Acquah, a partner at Albert Acquah & Associates, 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:
Albert Acquah
Albert Acquah & Associates, PC
5568 General Washington Drive, Suite 204-a
Alexandria, VA 22312
Tel: (703) 916-9053
Email: albert@aacquah.com
About A&A Investment
A&A Investment, LLC, a company in Alexandria, Va., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D. Va. Case No. 22-11373) on Oct. 13, 2022. In the petition
signed by its corporate officer, Carla Aranibar, the Debtor
disclosed up to $10 million in assets and up to $50,000 in
liabilities.
Judge Klinette H. Kindred oversees the case.
Joseph M. Langone, Esq., and David H. Wise, Esq., at the Wise Law
Firm, PLC serve as the Debtor's bankruptcy counsel and litigation
counsel, respectively. Albert Acquah & Associates, PC is the
Debtor's accountant.
A&A INVESTMENT: Taps Hogan & Pritchard as Special Counsel
---------------------------------------------------------
A&A Investment, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to employ Hogan & Pritchard,
PLLC as special counsel.
The Debtor needs the firm's legal assistance in connection with two
separate lawsuits styled as A&A Investment LLC, et al., v. Rosen
Financial LLLP, et al., Case No. CL 2022-5720; and Aranibar
Chinchilla v. Camacho, Case No. CL2022-3603.
The firm will be paid at these rates:
Martin Hogan $450 per hour
Michael Pritchard $375 per hour
Paralegals $100 per hour
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
The firm received a retainer of $50,000.
Martin Hogan, Esq., a partner at Hogan & Pritchard, 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:
Martin P. Hogan, Esq.
Hogan & Pritchard, PLLC
4101 Chain Bridge Road, Suite 300
Tel: (703) 552-4014
Fax: (703) 359-1002
About A&A Investment
A&A Investment, LLC, a company in Alexandria, Va., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D. Va. Case No. 22-11373) on Oct. 13, 2022. In the petition
signed by its corporate officer, Carla Aranibar, the Debtor
disclosed up to $10 million in assets and up to $50,000 in
liabilities.
Judge Klinette H. Kindred oversees the case.
Joseph M. Langone, Esq., at the Wise Law Firm, PLC and Hogan &
Pritchard, PLLC serve as the Debtor's bankruptcy counsel and
special counsel, respectively.
A&A INVESTMENT: Taps Metropolitan Commercial as Appraiser
---------------------------------------------------------
A&A Investment, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to employ Metropolitan
Commercial Valuations to conduct an appraisal of its property
located at 2946 Sleepy Hollow Road, Falls Church, Va.
The firm will be paid at the rate of $300 per hour and will be
reimbursed for out-of-pocket expenses incurred.
John Lansbury, president of Metropolitan Commercial Valuations,
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:
John M. Lansbury
Metropolitan Commercial Valuations
4041 University Drive, Suite 307
Fairfax, VA 22030
Tel: (703) 277-3361
Fax: (703) 277-3362
Email: jlansbury@metropolitanvaluations.com
About A&A Investment
A&A Investment, LLC, a company in Alexandria, Va., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D. Va. Case No. 22-11373) on Oct. 13, 2022. In the petition
signed by its corporate officer, Carla Aranibar, the Debtor
disclosed up to $10 million in assets and up to $50,000 in
liabilities.
Judge Klinette H. Kindred oversees the case.
Joseph M. Langone, Esq., and David H. Wise, Esq., at the Wise Law
Firm, PLC serve as the Debtor's bankruptcy counsel and litigation
counsel, respectively. Albert Acquah & Associates, PC is the
Debtor's accountant.
ADVANTAGE SALES: US$1.32B Bank Debt Trades at 19% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing Inc is a borrower were trading in the secondary market
around 81.3 cents-on-the-dollar during the week ended Friday,
November 25, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$1.32 billion facility is a term loan. The loan is scheduled
to mature on October 28, 2027. About US$1.30 billion of the loan
is withdrawn and outstanding.
Advantage Sales & Marketing Inc. provides marketing services. The
Company offers sales and marketing agency, e-commerce strategy,
data analytics and insights, supply chain management, private
brands programs, merchandising, and business services.
ALLEN MEDIA: US$110M 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 83.3
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$110 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.
AMC ENTERTAINMENT: US$2B Bank Debt Trades at 43% Discount
---------------------------------------------------------
Participations in a syndicated loan under which AMC Entertainment
Holdings Inc is a borrower were trading in the secondary market
around 57 cents-on-the-dollar during the week ended Friday,
November 25, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$2.00 billion facility is a term loan. The loan is scheduled
to mature on April 22, 2026. About US$1.93 billion of the loan is
withdrawn and outstanding.
AMC Entertainment Holdings, Inc. is a theatrical exhibition
company.
ARTERRA WINES: Moody's Cuts CFR to B3 & 1st Lien Term Loan to B2
----------------------------------------------------------------
Moody's Investors Service has downgraded Arterra Wines Canada,
Inc.'s corporate family rating to B3 from B2 and its probability of
default rating to B3-PD from B2-PD. Moody's also downgraded
Arterra's revolving credit facility and the first lien term loan
tranches to B2 from B1. The outlook remains stable.
"The downgrade of Arterra reflects the company's underperformance
relative to Moody's expectations for the first half of fiscal 2023
due to lower volume sales and higher input costs, which has
resulted increased financial leverage with debt/EBITDA above 8x,"
said Moody's analyst Dion Bate. "While Moody's expect financial
leverage to trend back towards 7x, Arterra remains vulnerable to a
tighter consumer environment and ongoing cost inflation." adds Mr
Bate.
Downgrades:
Issuer: Arterra Wines Canada, Inc.
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Secured 1st Lien Term Loan, Downgraded to B2 (LGD3) from B1
(LGD3)
Senior Secured Revolving Credit Facility, Downgraded to B2 (LGD3)
from B1 (LGD3)
Outlook Actions:
Issuer: Arterra Wines Canada, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Arterra's revenue and EBITDA has declined since fiscal 2021 (ending
February) due to lower volumes as consumers buying patterns shifted
back to purchasing alcohol at government liquor board stores;
rising input costs in packaging, labor and freight; and slow price
increases. This has led to Moody's financial leverage (adjusted
debt/EBITDA which includes the shareholder loan as debt) increasing
to 8.4x as of Q2 2023 from 7.1x as of fiscal 2021. Moody's
understands that management has executed on a number of initiatives
which include price increases during Q1 2023; cost efficiency
programs; and an increased focus on the higher margin premium wine
segment to improve margins and EBITDA. As a result, Moody's is
expecting financial leverage to modestly decline toward 7x in
fiscal year 2024. The slow pace of recovery is due to Moody's
expectation of a difficult consumer environment that will constrain
volumes or cause consumers to trade down to more affordable lower
margin wines.
Arterra's rating is constrained by: (1) its small scale relative to
rated alcoholic beverage peers; (2) exposure to foreign currency
fluctuations and logistics challenges as a result of its
international supply chain; (3) ongoing cost inflation and delayed
price recovery; and (4) financial policy risks of private equity
ownership. The rating benefits from: (1) its strong market position
in the Canadian wine industry, supported by a large retail presence
and a portfolio of well-known brands across various price points;
(2) good demand for wine, ciders, and wine-based coolers which will
support modest revenue growth; and (3) highly regulated Canadian
wine industry which creates substantial barriers to entry.
Arterra has good liquidity. Sources are around C$130 million
compared to uses in the form of mandatory term loan amortization of
about C$10 million over the next six quarters to fiscal 2024.
Sources are comprised of cash balances of around C$20 million,
expectations of around C$30 million of free cash flow generation
through fiscal 2024 and full availability on the company's C$80
revolving credit facility due in November 2025. The revolving
credit facility is subject to a springing maximum first lien net
leverage covenant when drawings exceed 35%. Moody's does not expect
the covenant to be breached over the next 12 months, however, if
the covenant were to be active, Moody's expects that compliance
would be tight. Arterra has limited ability to generate liquidity
from asset sales because its assets are encumbered.
Arterra's $445 million and C$118 million first lien term loans due
in November 2027 are rated B2, one notch above the B3 CFR. This
reflects the term loan's pari-passu ranking with the company's
C$80million secured revolving credit facility, also rated B2; its
first-out access to collateral; and loss absorption cushion
provided by the C$102 million shareholder loan, which is considered
junior debt.
The stable outlook reflects Moody's expectations that Arterra will
maintain its strong market position in the Canadian wine industry
and that operating performance will gradually improve and
Moody's-adjusted leverage will stay between 7x and 8x over the next
12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade would be considered if Arterra is able to
successfully execute its business plan that would improve EBITDA
and margins back to pre-covid levels resulting in adjusted
debt/EBITDA sustained below 7x; and maintaining adjusted
EBIT/Interest above 1x.
A ratings downgrade could occur if adjusted Debt/EBITDA is
sustained above 8.5x or adjusted EBIT/Interest is sustained below
1x, or if liquidity weakens.
Arterra Wines Canada, Inc., headquartered in Mississauga, Ontario,
markets, produces and distributes a portfolio of wine brands
through provincial liquor boards, its Wine Rack retail stores and
grocery retailers.
The principal methodology used in these ratings was Alcoholic
Beverages published in December 2021.
ASTRA ACQUISITION: Moody's Affirms B3 CFR, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service upgraded Astra Acquisition Corp.'s
(collectively "Anthology") first lien senior secured credit
facility rating (revolver and term loan) to B1 from B2. At the same
time Moody's affirmed Astra Intermediate Holdings Corp.'s corporate
family rating and probability of default rating at B3 and B3-PD,
respectively. The outlook was changed to negative from stable.
The upgrade of Anthology's first lien senior secured credit
facility (revolver and term loan) rating to B1 from B2 reflects
greater protection afforded to these creditors, as a result of the
change in the company's capital structure following assets
divestitures and repayment of first lien term loan. The B1 rating
on the company's first lien term loan and revolver is two notches
higher than the CFR of B3, reflecting the higher proportion of
junior debt (senior secured second lien term loan and unsecured
obligations) relative to the rated first lien debt in Anthology's
pro forma capital structure. The senior secured second lien term
loan, along with other unsecured obligations provide increased loss
absorption cushion in the event of a default, which warrants an
additional notching relative to the CFR, in accordance with Moody's
Loss Given Default for Speculative-Grade Companies methodology.
The outlook change to negative from stable reflects Moody's
expectation the company will be challenged to generate positive
free cash flow and reduce debt-to-EBITDA leverage to more
sustainable levels over the next 12-18 months. The negative outlook
also assumes that the company will successfully integrate both
businesses, realize all of the remaining synergies, and continue to
deleverage. The outlook could return to stable if the company
deleverages meaningfully and demonstrates sustained positive free
cash flow generation.
Moody's estimates that pro forma for recent non-core asset
divestitures and subsequent debt paydown, debt-to-EBITDA (Moody's
adjusted) was well in excess of 10.0 times as of June 30, 2022.
Moody's projects Anthology's annual free cash flow to remain
negative through June 2024, largely driven by expectation for
higher debt service cost and ongoing integration expenses that will
continue to strain cash flows, but which are nevertheless likely to
diminish over time. Moody's also expects the company's
debt-to-EBITDA will remain elevated above 9.0 times through June
2024.
Anthology's weaker-than expected sales performance and earnings
erosion since its merger with Blackboard in late 2021 has
significantly elevated the company's financial leverage and
increased its credit risk profile. Anthology has been unable to
capitalize on the growing trend in EdTech post-pandemic,
specifically within Blackboard LMS segment, which Moody's believes
resulted in competitive share losses in 2022. Most of the company's
recent wins have come from displacing existing providers on the
SIS/ERP segment, which Moody's expects to contribute to earnings in
2023. It is unclear at this juncture if Anthology can maintain its
competitive position within the LMS for higher-ed, win new
customers, while also continue to transition install base to the
newest Lean SaaS Ultra product.
Despite the company's underperformance in 2022, the integration
proceeded well ahead of plan with roughly $33 million of cost
synergies (60% of plan) have been actioned as of June 30, 2022.
Moody's projects Anthology's quality of earnings and financial
leverage will improve over the next 12-18 months as
merger/integration work winds-down, one-time expenses abate and the
remaining cost synergies are realized.
Upgrades:
Issuer: Astra Acquisition Corp.
Senior Secured 1st Lien Bank Credit Facility, Upgraded to B1
(LGD2) from B2 (LGD3)
Affirmations:
Issuer: Astra Intermediate Holdings Corp.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Outlook Actions:
Issuer: Astra Acquisition Corp.
Outlook, Changed To Negative From Stable
Issuer: Astra Intermediate Holdings Corp.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Anthology's B3 CFR reflects the company's very high debt-to-EBITDA
leverage (Moody's adjusted), estimated well in excess of 10.0x as
of June 30, 2022, Moody's expectation for weak cash flow
generation, operations in the highly competitive and rapidly
evolving technology landscape with a few large and established
competitors, limited track-record of profitable growth as a
combined company, and continued risks posed by the Blackboard
integration. Future growth will depend on cross-selling and the
displacement of incumbent systems that have high switching costs,
given the crucial, embedded nature of such software in an
institution's overall operation and administration. Anthology's
full-suite approach is somewhat novel in the education space, since
its successful competitors, generally, concentrate on either LMS or
SIS/ERP exclusively. Moody's anticipates success at cross-selling
will take time, as the practice of single-point decision making for
administrative and didactic IT functionality at educational
institutions is not widespread.
Nonetheless, Anthology's rating is supported by the company's
meaningful operating scale and unique global market position,
high-single digit revenue growth expectations due to favorable
secular industry trends and solid contract pipeline stemming from
recent new business wins within the SIS/ERP segment, as well as the
highly predictable and recurring subscription and maintenance
revenues (90% recurring) generated from multi-year contracts with
historically high gross retention rates. With the recent
divestitures of non-core assets, Moody's expects management to
increase focus on driving sustained growth across higher education
software solutions and accelerate the conversion of legacy Learn
LMS install base to the Learn SaaS Ultra product.
Moody's expects Anthology to have adequate liquidity over the next
12-15 months. Sources of liquidity consist of more than $150
million of balance sheet cash by the end of December 31, 2022 and
full access to $140 million revolving credit facility due 2026.
Though the business remains highly seasonal, with stronger cash
collections typically occurring during months of July through
September, Moody's does not expect the company to utilize its
revolving credit facility over the next 12-18 months. Anthology has
an all-floating-rate capital structure currently. Moody's projects
the company to generate negative free cash flow over the next 12-15
months and expects cash balances to decline over time. Following
the $125 million prepayment of the first lien term loan in June
2022, Anthology is no longer required to make quarterly
amortization payments going forward. The company is subject to a
consolidated net first lien net leverage covenant ratio of 8.0x,
whenever revolver borrowings are greater than 35% of the total
commitment. The covenant is for the benefit of revolving credit
lenders only. The covenant was not in effect as of June 30, 2022.
Moody's does not expect the covenant to be triggered over the near
term and believes there is ample cushion within the covenant based
on the projected earnings levels for the next 12-15 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Anthology maintains at least
mid-single digit revenue and EBITDA growth, timely completes
integration of Blackboard and realizes all planned cost savings,
and consistently generates positive free cash flow on annual basis.
The ratings upgraded would also require the company to sustain
debt-to-EBITDA below 6.5 times and EBITDA-Capex/Interest expense
above 1.5 times.
The ratings could be downgraded if the company's anticipated
revenue growth and margin expansion fail to materialize, causing
liquidity position weaken materially. Sustained negative free cash
flow or increased revolver usage may lead to a downgrade.
Anthology, headquartered in Boca Raton, FL, provides cloud-based
software solutions, including LMS, SIS and CRM for higher education
institutions. The company is majority owned by funds managed by
private-equity investors Veritas Capital, Providence Equity
Partners and Leeds Equity Partners. Pro forma for 2022 asset
divestitures, Moody's expects the company's annual revenue to be
around $540 million as of June 30, 2022.
The principal methodology used in these ratings was Software
published in June 2022.
BED BATH: Moody's Retains 'Ca' CFR, Outlook Remains Stable
----------------------------------------------------------
Moody's Investors Service appended a limited default designation to
Bed Bath & Beyond Inc. Ca-PD probability of default rating thereby
changing it to Ca-PD/LD. The LD designation reflects Moody's view
that Bed Bath & Beyond's privately negotiated senior notes
exchanges and concurrent private placement of common stock with
several institutional holders is a limited default. Moody's will
remove the "/LD" designation from the company's PDR after three
days. Bed Bath's corporate family rating remains unchanged at Ca
and the outlook remains stable.
Bed Bath & Beyond's Ca corporate family rating reflects the very
high likelihood of further defaults over the next twelve months.
It also reflects governance considerations including the
appointment of new senior management and hiring consultants to
support Bed Bath in its efforts deliver on its operational
turnaround, which include inventory, cash management and balance
sheet optimization. Despite its scale as the largest dedicated
retailer of domestic merchandise and home furnishing with a
national footprint, the company faces considerable default risk.
Bed Bath faces currently $215 million notes maturing in 2024 and
has announced its exploring additional distressed exchanges which
would be viewed by Moody's as an event of default. Despite the
major contraction of its business, the company completed its $1
billion accelerated share repurchase program which included the
buyback of $40 million of common stock in the first quarter of
fiscal 2022. The company's weak demand trends have continued which
has weighed heavily on its profitability. Although Bed Bath has
recently taken actions to improve its liquidity, the company still
needs to stabilize its operating losses and improve its working
capital as it navigates a turnaround in a uncertain consumer
environment. Although the company is not currently pursuing a
sale, the company's buybuyBABY operations, has sales of
approximately $1.4 billion and a could pose a meaningful source of
additional liquidity.
The stable outlook highlights the company's adequate liquidity
which supports their ability to remain current on their obligations
and that the current ratings adequately reflect the expected
probability of default and recovery on the company's debt.
Ratings could be downgraded should Bed Bath fail to make its
interest or principal payments on time including any contractual
grace period or should the company file for bankruptcy.
An upgrade would require that the company maintains adequate
liquidity including addressing its 2024 debt maturity, makes
significant progress in its operational initiatives which results
in positive free cash flow and market share stabilization while the
probability of an event of default decreases.
Headquartered in Union, NJ, Bed Bath & Beyond Inc. is a
omni-channel retailer selling a wide assortment of domestics
merchandise and home furnishings which operates under the names Bed
Bath & Beyond, Harmon, Harmon Face Values or Face Values,
buybuyBABY, and Decorist. LTM revenues for the period ending August
27, 2022 were approximately $6.8 billion.
BOND EXPRESS INC: Taps Law Offices of Alla Kachan as Counsel
------------------------------------------------------------
Bond Express, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ the Law Offices of
Alla Kachan, PC as its counsel.
The firm's services include:
(a) assisting the Debtor in administering its Chapter 11
case;
(b) making such motions or taking such actions as may be
appropriate or necessary under the Bankruptcy Code;
(c) representing the Debtor in prosecuting adversary
proceedings to collect assets of the estate and such other actions
as the Debtor deems appropriate;
(d) taking such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(e) negotiating with creditors in formulating a plan of
reorganization;
(f) drafting and implementing the Debtor's plan of
reorganization; and
(g) rendering such additional services as the Debtor may
require in this case.
The firm will be paid at these rates:
Attorney $475 per hour
Clerks and Paraprofessionals $250 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor paid the firm an initial retainer of $15,000.
Alla Kachan, Esq., a member of the Kachan Law Office, 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:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Bond Express
Bond Express, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 22-42628) on Oct. 21, 2022, with as much as $1
million in both assets and liabilities. Judge Jil Mazer-Marino
oversees the case.
The Law Offices of Alla Kachan, PC and Wisdom Professional
Services, Inc. serve as the Debtor's legal counsel and accountant,
respectively.
BOND EXPRESS INC: Taps Wisdom Professional Services as Accountant
-----------------------------------------------------------------
Bond Express, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Wisdom Professional
Services, Inc. as accountant.
The Debtor requires an accountant to prepare its monthly operating
reports.
The firm will be billed at the rate of $250 per report.
The Debtor paid the firm an initial retainer of $3,000.
Michael Shtarkman, a certified public accountant at Wisdom
Professional Services, 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:
Michael Shtarkman, CPA
Wisdom Professional Services Inc.
626 Sheepshead Bay Road, Suite 640
Brooklyn, NY 11224
Telephone: (718) 554-6672
Facsimile: (718) 954-8994
Email: michael@shtarkmancpa.com
About Bond Express
Bond Express, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 22-42628) on Oct. 21, 2022, with as much as $1
million in both assets and liabilities. Judge Jil Mazer-Marino
oversees the case.
The Law Offices of Alla Kachan, PC and Wisdom Professional
Services, Inc. serve as the Debtor's legal counsel and accountant,
respectively.
CANO HEALTH: US$644M Bank Debt Trades at 32% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Cano Health LLC is
a borrower were trading in the secondary market around 68
cents-on-the-dollar during the week ended Friday, November 25,
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.
CASTLE US: EUR500M Bank Debt Trades at 22% Discount
---------------------------------------------------
Participations in a syndicated loan under which Castle US Holding
Corp is a borrower were trading in the secondary market around 78
cents-on-the-dollar during the week ended Friday, November 25,
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.
CHARLES K. BRELAND: Hudgens' Claim for Attorney's Fees Denied
-------------------------------------------------------------
In the bankruptcy case of Charles Breland Jr., Chief Bankruptcy
Judge Jerry Oldshue for the Southern District of Alabama denies the
motions for allowance of administrative claims for attorney's fees
and costs filed by Attorney Irvin Grodsky, David Hudgens, and
Attorney Julie Hudgens-Haney, as counsel for the Hudgens Creditors.
The Hudgens Creditors' Counsel filed Motions for Allowance of
Administrative Claims asserting that their efforts were compensable
-- because they made a substantial contribution to the success of
the Chapter 11 by obtaining the Trustee Order and challenging
certain proposed actions of the Debtor-in-Possession before the
appointment of a Trustee. Attorney Irvin Grodsky seeks an
administrative claim of $84,710, David Hudgens seeks $29,850, and
Attorney Julie Hudgens Haney seeks $38,132.
Because of the surplus nature of the case, Breland has a vested
interest in the administration of the Chapter 11 and the allowance
of claims. Breland contends the Hudgens Creditors' Administrative
Expense requests are due to be denied because: (1) the Hudgens
Creditors did not provide a substantial contribution to the success
of the Chapter 11; (2) the compensation requested is for services
unrelated to appointment of a Trustee; (3) creditors would have
received the same distribution even without the appointment of a
Trustee; (4) the Hudgens Creditors took actions adverse to the
estate; and (5) there was duplication of efforts.
The Court recognizes that the appointment of the Chapter 11 Trustee
likely facilitated the administration of the case after considering
Breland's conduct and the lengthy, arduous, and often contentious
nature of this proceeding. The Court notes, however, that the
Hudgens Creditors were not the first or the only parties to seek
appointment of a Chapter 11 Trustee or to bring Breland's
unscrupulous activities to light -- record shows that Levada EF
Five LLC's Motion to Dismiss or in the Alternative Appoint a
Chapter 11 Trustee was filed shortly after the Petition, while the
Hudgens' Motions were not filed until approximately eight weeks
later.
The Court further holds that the Hudgens' Motions duplicated and
even directly cited excerpts from Levada's Motion. Additionally,
the Court notes the Bankruptcy Administrator and the United States
also urged the Court for the appointment of a Chapter 11 Trustee.
Thus, the Hudgens Creditors were not the sole impetus to the entry
of the Trustee Order. Furthermore, in light of the Debtor's
flagrantly egregious conduct, there was a plethora of grounds to
support appointment of a Chapter 11 Trustee even absent the Hudgens
Creditors' efforts. Hence, the Court is not convinced that the
Hudgens Creditors' efforts directly and demonstrably benefitted the
estate.
Breland contends the Hudgens Creditors are not due reimbursement
because they took actions detrimental to the estate. He asserts the
Hudgens Creditor's support for two failed motions to compromises
interrupted the reorganization process. Breland further maintains
that if the compromises had been approved, they would have
prevented the proposal of the plan which was ultimately confirmed.
The Court recalls the proceedings and notes that the failed
compromises diverted attention from plan negotiations, caused
unnecessary delay, and increased expenses. Additionally, despite
the Court-ordered mediation and plan negotiations, the dispute
between the Debtor and the Hudgens Creditors has not been resolved.
Instead, the related adversary proceeding was carved out of the
consensual plan and still remains to be adjudicated. The Court
determines that the Hudgens Creditor's actions related to the
compromises impeded or interrupted the reorganization process.
The Court disagrees with the Hudgens Creditors' contention that the
plan proposing a 100% payout on allowed claims stems from their
actions. The Court has previously observed that the administration
of the case was expected to result in a surplus and that has held
true. Hence, any confirmed plan would have necessarily provided a
100% payout on allowed claims. Additionally, the Court observes
that throughout the progression of the case and the parties
eventual proposal of a confirmable plan support finding that the
reorganization was a collaborative effort of many, facilitated by a
court appointed mediator, rather than the efforts of any one party.
Accordingly, the Court does not believe the Hudgens Creditors have
met their burden or that a cost-benefit analysis favors their
requests.
A full-text copy of the Memorandum Order and Opinion dated Nov. 18,
2022, is available at https://tinyurl.com/4p552ppp from
Leagle.com.
About Charles Breland Jr.
Charles K. Breland, Jr., filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Ala. Case No. 16-02272) on July 8, 2016, and is
represented by Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC.
A. Richard Maples, Jr., was appointed as Chapter 11 trustee for the
Debtor. Debtor Osprey Utah, LLC, which is owned and controlled by
Charles K. Breland, Jr., owns real property.
CHUB CAY: Amends Class 1 Secured Claims Pay Details
---------------------------------------------------
Chub Cay LLC submitted an Amended Disclosure Statement describing
Amended Plan of Reorganization dated November 21, 2022.
Debtor has acquired a parcel of commercial real property: Lot 39
Block 9 NCB 8340 FUCD Subdivision, San Antonio, Bexar County, Texas
generally known as 100 St. Cloud, San Antonio, Texas herein
referred to as the "Real Property".
Debtor is in the process of developing the Real Property. Without
positive cash flow, Debtor was unable to make the mortgage payment
and the secured creditor initiated foreclosure proceedings. Debtor
believes there is significant equity in the Real Property and filed
this chapter 11 case to prevent the loss of that equity.
Subject to court approval, Debtor has engaged a real estate broker
to sell the Real Property. Additionally, Debtor has received an
offer to purchase a portion of the Real Estate. The proceeds from
this sale will be sufficient to pay of all creditors in the case.
Debtor believes the Real Property has a value of $ 3,324,123.00.
The source of this value is based on recent comparable sales of
similar commercial real property. As the total of all claims
asserted against the Real Property do not exceed $3,000,000.00,
Debtor believes the sale or liquidation of the Real Property will
generate sale proceeds sufficient to pay all claims and
administrative expenses leaving funds available for Debtor's equity
holders. Debtor has received an offer from a third party buyer to
purchase a portion of the Real Estate.
The Plan provides that Debtor shall have 90 days from October 1,
2022 to sell the Real Property for an amount sufficient to pay the
secured and priority claims asserted against the Debtor. As
required by the Code, the Plan places claims and equity interests
in various classes and describes the treatment each class will
receive. The Plan also states whether each class of claims or
equity interests is impaired or unimpaired. If the Plan is
confirmed, your recovery will be limited to the amount provided by
the Plan.
Class 1 consists of the Secured claims against the Real Property.
At the closing of the refinance loan or the sale of the Real
Property, the Class 1 claim shall be paid in full with interest
accruing from the Petition Date at a rate of 5.75% per annum.
Debtor does not have any General Unsecured Claims.
Payments and distributions under the Plan will be funded from the
closing of the refinance loan or sale of the Real Property.
A full-text copy of the Amended Disclosure Statement dated November
21, 2022, is available at https://bit.ly/3EE4HJg from
PacerMonitor.com at no charge.
Debtor's Counsel:
Morris E. White III, Esq.
Villa & White, LLP
1100 N.W. Loop 410 Ste. 802
San Antonio, TX 78213
Tel: (210) 225-4500
Fax: (210) 212-4649
Email: treywhite@villawhite.com
About Chub Cay
Chub Cay, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Texas Case No. 22-50615) on June 6,
2022, listing as much as $10 million in both assets and
liabilities. The case is assigned to Judge Michael M. Parker.
Morris E. White, III, Esq., at Villa & White, LLP, is the Debtor's
counsel.
CITY OF CHESTER: Receiver Authorizes Chester Bankruptcy Filing
--------------------------------------------------------------
Michael Doweary, Receiver for the City of Chester, made a filing
under Chapter 9 of the United States Bankruptcy Code. Chapter 9
will give the City protection against creditors while it seeks to
resolve its debts and other disputes.
"Since my appointment over two-and-a-half years ago, I have worked
to avoid this day. However, Chester has a severe structural deficit
that cannot be addressed by one-time fixes, has unaffordable
retiree benefit liabilities, and cannot reliably provide vital and
necessary services to its residents," Mr. Doweary said.
Budget projections show at least a $46.5 million deficit in 2023,
including $39.8 million for past due pension payments. Chester has
only avoided running out of cash because of American Rescue Plan
Act funding and $5 million from the Commonwealth of Pennsylvania's
Department of Community and Economic Development.
"Twenty-seven years of efforts to right Chester's ship have not
worked. For Chester to survive and thrive again, it must take bold
and significant steps," Mr. Doweary said.
Act 47, Pennsylvania's distressed municipality law, gives a
receiver the power to file a bankruptcy action and to act on the
municipality's behalf in the proceeding. As part of the filing, the
Receiver has requested the appointment of a judicial mediator in an
effort to reach a consensus solution to Chester's financial and
operational problems.
"Chester's financial and operational problems are by far the worst
that my team of professionals has ever encountered. The status quo
has not worked, is not working, and will not work. The residents of
Chester deserve better," said Mr. Doweary.
CONTAINER STORE: Moody's Affirms 'B1' CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded The Container Store, Inc.'s
speculative grade liquidity rating (SGL) to SGL-3 from SGL-2 and
affirmed all the company's other ratings, including the B1
corporate family rating, B1-PD probability of default rating and B1
senior secured term loan B3 rating. The outlook remains stable.
The SGL change to SGL-3 (adequate) from SGL-2 (good) reflects
Container Store's moderate cash balances, negative free cash flow
in certain quarters as well as Moody's expectation that free cash
flow will be negative after growth capital spending for the full
fiscal year ended March 2023. As of October 1, 2022, the company
had approximately $20 million of balance sheet cash and $103
million of availability under both the $100 million asset based
revolving credit facility (ABL) and the SEK225 million Elfa
revolving credit facility. Container Store is facing a weakening
operating environment. Comparable store sales are expected to turn
negative and operating margins are expected to decline to the
mid-single digits. The earnings decline coupled with capital
investments for store growth and technology enhancements will
result in a free cash flow deficit in fiscal 2023. However,
Container Store has more than ample availability to cover the
expected cash flow deficits. Depending on the level and duration of
the weak operating environment, free cash flow is likely to recover
in 2024.
The CFR, PDR and term loan rating affirmation reflects Moody's
expectation that despite a challenging operating environment, the
company will maintain good credit metrics with moderate leverage.
Downgrades:
Issuer: The Container Store, Inc.
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Affirmations:
Issuer: The Container Store, Inc.
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)
Outlook Actions:
Issuer: The Container Store, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The Container Store's B1 CFR is constrained by the company's small
scale, narrow focus on the niche, cyclical home storage and
organization sector, as well as intense competition from better
capitalized peers and the need for continued investment to sustain
revenue growth. The CFR is supported by Container Store's strong
credit metrics including Moody's adjusted debt/EBITDA of 2.5x and
EBIT/interest expense of 2.5x for the LTM period ended October 1,
2022. While metrics are expected to weaken given the difficult
retail environment, debt/EBITDA is expected to be 2.9x and
EBIT/interest is expected to be 2.0x at the end of the fiscal year
ended March 2023. In addition, the rating benefits from Container
Store's recognized brand name and its value proposition supported
by a highly trained sales force and a sizeable offering of
exclusive and proprietary products, in particular custom closets.
The stable outlook reflects Moody's expectation that The Container
Store will maintain solid credit metrics and adequate liquidity
despite the current challenging operating environment and slowing
demand.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade in the near-term is unlikely due to the company's small
scale and narrow product focus. However, the ratings could be
upgraded if it increases its scale and product diversification
while sustaining conservative financial strategies, solid operating
performance, and good liquidity. Quantitatively, the ratings could
be upgraded if debt/EBITDA is sustained below 3.0x and
EBIT/interest expense is sustained above 2.75x.
The ratings could be downgraded if earnings or liquidity
significantly declines for any reason. Quantitatively, ratings
could be downgraded if debt/EBITDA is sustained above 4.0x or
EBIT/interest below 2.0x.
The Container Store, Inc., is a retailer of storage and
organization products in the United States and Europe. The company
operates in the United States through its 95 specialty retail
stores and website, and in Europe through its wholly owned Swedish
subsidiary, Elfa International AB (Elfa). Net revenue for the LTM
period ended October 1, 2022, was approximately $1.1 billion. The
company is publicly traded since the 2013 IPO.
The principal methodology used in these ratings was Retail
published in November 2021.
CORELOGIC INC: US$3.75B Bank Debt Trades at 18% Discount
--------------------------------------------------------
Participations in a syndicated loan under which CoreLogic Inc is a
borrower were trading in the secondary market around 81.9
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$3.75billion facility is a term loan. The loan is scheduled
to mature on June 2, 2028. About US$3.70 billion of the loan is
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.
CORSAIR GAMING: Moody's Cuts CFR & Sr. Secured 1st Lien Debt to B2
------------------------------------------------------------------
Moody's Investors Service downgraded Corsair Gaming, Inc.'s
Corporate Family Rating to B2 from B1 and Probability of Default
Rating to B2-PD from B1-PD. Additionally, Moody's downgraded
Corsair's senior secured first lien revolving credit facility and
term loan ratings to B2 from B1. Moody's downgraded the company's
Speculative Grade Liquidity rating to SGL-3 from SGL-2. The outlook
is negative.
The rating downgrades are driven by the company's high financial
leverage and weaker cash flow generation than expected. Softening
consumer demand, excess inventory in retail channels and
inflationary pressures are constraining Corsair's profitability.
The company's cash generation is weakening because of
lower-than-expected EBITDA and lower volumes through the first nine
months of 2022. EBITDA margin deterioration, expected to be in the
low single digit by the end of 2022, is attributed to higher
promotional activities, higher logistics expenses carried over from
the prior year, and not yet absorbed, and restructuring actions the
company implemented to align with the much lower revenue
expectations for 2022. Consumer purchases of gaming peripherals,
such as keyboards, headsets, and controllers have declined sharply
in the first half of 2022 as consumers are faced with inflationary
pressures and are deferring purchases of non-essential products.
Moody's expects meaningful improvement in Corsair's revenue and
earnings in 2023, as excess inventory at retailers normalizes and
purchases into the channel resume. Revenue declines pushed
debt-to-EBITDA leverage higher to about 7x as of September 30, 2022
(Moody's adjusted), and while Moody's expects improvement in 2023,
leverage is forecast to fall to only slightly below 5x over the
next 12 months with free cash flow remaining constrained.
Governance risk considerations are material to the rating action
because of lower management credibility and track record related to
multiple material downward revisions to earnings guidance.
Governance risk considerations also include the company's
aggressive financial policies under private equity control
including use of debt and leverage for acquisitions. The company
completed a $75 million equity offering in November to favorably
bolster cash and liquidity. EagleTree Capital, L.P. ("EagleTree")
participated in the company's equity offering through the purchase
of 2.1 million shares, which demonstrates some credit support that
partially mitigate governance risks. The company's Credit Impact
Score was moved to CIS-4 from CIS-3 and the governance issuer
profile score (IPS) to G-4 from G-3.
The following ratings/assessments are affected by the action:
Ratings Downgraded:
Issuer: Corsair Gaming, Inc.
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Senior Secured 1st Lien Bank Credit Facility, Downgraded to B2
(LGD3) from B1 (LGD3)
Outlook Actions:
Issuer: Corsair Gaming, Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Corsair's B2 CFR reflects the company's high financial leverage,
weaker operating margins, and higher interest expense that is
pressuring operating cash flow generation, and uncertainty around
when the company will be able to stabilize its operations and
return to revenue and earnings growth. The ratings also reflect the
company's significant downward revision of revenue and EBITDA
guidance for 2022, which has translated into weaker credit metrics
than initially expected and indicates a rapid weakening of consumer
demand. Corsair guided to its third revision this year, as consumer
sentiment in the US and European markets remains weak and the
company will incur high promotional activity to manage high
inventory levels. Consumer confidence, particularly in Europe, is
expected to remain weak over the next year, as uncertainty in the
region associated with the Russia-Ukraine military conflict remains
prominent and consumers are deferring purchases of gaming
peripherals and deferring discretionary PC builds. As a result,
sales in the Europe and Middle East segment declined 55% as of LTM
September 30, 2022 compared to the prior year. Moody's expects
consumer demand in the region to remain suppressed in the first
half of 2023 with modest growth in the second half of the year.
Obsolescence risk is high, as products tend to have a very short
life cycle, which requires Corsair to maintain a robust research
and development operation to maintain its market position. Corsair
remains a controlled company following its September 2020 initial
public stock offering (private equity firm EagleTree Capital owned
approximately 57% before the equity offering that closed November
17, 2022) and this creates event risk related to EagleTree's exit
including the potential for share repurchases, although unlikely
over the next 12 months. The risks associated with Corsair's credit
profile are partially mitigated by the company's meaningful market
share in gaming memory and gaming components, strong brand
recognition, and geographic diversification. Moody's expects
leverage to decline to below 5.0x and the company to generate
breakeven free cash flow in 2023, as restructuring initiatives
taken during the current year are realized.
The downgrade of the liquidity rating to SGL-3 from SGL-2 reflects
weaker covenant cushion due to earnings declines and
notwithstanding the favorable effects of the November equity
offering. The company raised approximately $73 million of cash
through an equity offering that closed on November 17, 2022.
Moody's believes the cash injection was necessary to avoid a likely
covenant violation over the next year with the additional cash
providing additional net leverage covenant headroom over the next
12 months. Liquidity is supported by Corsair's cash balance of
about $134 million as of September 30, 2022, pro forma for the
equity offering, and an undrawn $100 million revolver. Moody's does
not factor in the company's receivables factoring facility into
liquidity because it is not clear if the facility is committed and
available for more than a year. Moody's expects Corsair to generate
breakeven free cash flow of about $1-$5 million in 2023. The
projections consider rising interest rates and modest working
capital needs. As of September 30, 2022, Corsair had a fully
available $100 million revolver that expires in September 2026.
Moody's forecasts that the revolver will be utilized throughout the
year, as the company will be reliant on its revolving facility,
especially during the first and third quarters when seasonal
working capital needs are high. The company does not have
meaningful debt maturities over the next 24 months. The credit
facility is governed by financial maintenance covenants, including
a minimum EBITDA-to-interest coverage ratio of 3x and maximum total
net debt-to-EBITDA leverage ratio of 3.5x. Corsair obtained an
amendment in July 2022 that temporarily increased its leverage
ratio requirement to 3.5x until March 31, 2023, after which the
covenant level reverts to 3x until maturity. Moody's believes the
leverage covenant headroom will be low over the next 12 months, but
projects Corsair will remain in compliance with the interest
coverage ratio with ample cushion.
The B2 rating on the senior secured first lien credit facility
reflects a one-notch negative override to the B1 Loss Given Default
("LGD") model. The override reflects Moody's opinion that the
accounts payables would not likely provide meaningful loss
absorption cushion in the event of a default because the company
relies on vendors for production of the vast majority of products.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects the uncertainty and challenges
Corsair faces from inflation and demand pressures to materially
reverse the meaningful deterioration in profitability, cash flow
and credit metrics.
The ratings could be upgraded if the company is able to stabilize
revenue and the EBITDA margin, debt/EBITDA (Moody's adjusted) is
maintained below 4.0x or free cash flow to debt is above 5%. The
company would also need to maintain financial policies that sustain
these credit metrics and good liquidity.
The ratings could be downgraded if the company's operating
performance does not improve over the next 12 months, if liquidity
weakens for any reason, or debt-to-EBITDA leverage remains elevated
above 5.0x. The ratings could also be downgraded if the company
pursues debt financed acquisitions or cash distributions to
shareholders.
The principal methodology used in these ratings was Diversified
Technology published in February 2022.
Corsair Gaming, Inc., headquartered in Milpitas, California,
designs and markets desktop computer gaming and streaming
peripherals and components, including high performance computer
memory, gaming headsets, keyboards, controllers, mice, USB
microphones, and streaming gear. Corsair is owned by EagleTree
Capital, L.P. and limited partner co-investors (57%) following a
September 2020 initial public offering, public shareholders, and
Corsair senior management. The company generated revenue of
approximately $1.5 billion in the LTM period ended September 30,
2022.
CROWN FINANCE: EUR608M Bank Debt Trades at 78% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 22
cents-on-the-dollar during the week ended Friday, November 25,
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 77% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 23
cents-on-the-dollar during the week ended Friday, November 25,
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 FINANCE: US$650M Bank Debt Trades at 77% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 23
cents-on-the-dollar during the week ended Friday, November 25,
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 September 20, 2026. The amount is fully withdrawn and
outstanding.
Crown Finance US, Inc. operates as a movie theater.
DAWN ACQUISITIONS: US$550M Bank Debt Trades at 32% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Dawn Acquisitions
LLC is a borrower were trading in the secondary market around 68
cents-on-the-dollar during the week ended Friday, November 25,
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 December 31, 2025. The amount is fully withdrawn and
outstanding.
Dawn Acquisitions LLC, doing business as Evoque Data Center
Solutions, provides digital infrastructure and data center
solutions. The Company offers multi-generational infrastructure,
colocation, connectivity, build-to-suit, and cloud engineering
solutions.
DEXKO GLOBAL: Moody's Lowers CFR to B3 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of DexKo Global,
Inc., including the corporate family rating to B3 from B2 and the
probability of default rating to B3-PD from B2-PD. Concurrently,
Moody's downgraded the company's first lien senior secured rating
to B2 from B1 and the senior unsecured rating to Caa2 from Caa1.
The outlook was revised to stable from negative.
The downgrade reflects Moody's view that DexKo's debt/EBITDA will
remain high through 2023 as the company navigates more challenging
end-market conditions. Moody's believes a broader macroeconomic
slowdown will pressure demand for DexKo's towing related products
in primary end markets, including industrial trailers and
recreational vehicles.
Further, DexKo's available liquidity has been materially reduced
after the use of revolver borrowings to fund the acquisition of
TexTrail in October 2022, but Moody's expects liquidity to be
adequate over the next 12-18 months with consistently strong free
cash flow.
Downgrades:
Issuer: DexKo Global, Inc.
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Secured First Lien Revolving Credit Facility, Downgraded to
B2 (LGD3) from B1 (LGD3)
Senior Secured First Lien Term Loan B, Downgraded to B2 (LGD3)
from B1 (LGD3)
Senior Secured First Lien Delayed Draw Term Loan, Downgraded to B2
(LGD3) from B1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5)
from Caa1 (LGD5)
Issuer: AL-KO Vehicle Technology Group
Senior Secured First Lien Delayed Draw Term Loan, Downgraded to B2
(LGD3) from B1 (LGD3)
Senior Secured First Lien Term Loan B, Downgraded to B2 (LGD3)
from B1 (LGD3)
Outlook Actions:
Issuer: DexKo Global, Inc.
Outlook, Changed To Stable From Negative
Issuer: AL-KO Vehicle Technology Group
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
DexKo's ratings reflect the company's high financial leverage,
exposure to cyclical end markets, and a relatively aggressive
acquisition strategy. Since DexKo's leveraged buyout by Brookfield
in mid-2021, DexKo's debt/EBITDA has improved from in excess of
7.5x to about 6.5x expected at the end of 2022. However, Moody's
does not expect further deleveraging in 2023 as softer demand will
impact earnings. Moody's expects DexKo's organic revenue to be down
in the mid-single digits in 2023 while overall revenues will be up
due to the inclusion of a full year of revenue from the TexTrail
acquisition.
DexKo's business model has historically delivered a strong and
steady earnings margin through various cycles, including a period
of higher input costs over the past 12 months. Moody's expects
DexKo's adjusted EBITA margin to moderately improve to around 14%
in 2023 from an expanded presence in the higher-margin aftermarket
space. In addition, DexKo maintains a highly variable cost
structure, which it is able to flex during downturns.
DexKo has been very active on the acquisition front under
Brookfield's ownership, including its largest acquisition of late
in TexTrail. Brookfield's material equity contribution to the
TexTrail deal limited the impact to debt leverage. Moody's expects
DexKo's pace of acquisitions to slow in 2023. However, acquisitions
will remain a core part of the company's growth over the long-term
given the highly fragmented nature of its industry.
The stable outlook reflects Moody's view that DexKo's debt/EBITDA
will remain high around 6.5x through 2023 while the company
continues to generate good free cash flow.
Moody's expects DexKo to maintain adequate liquidity primarily
supported by good free cash flow. Moody's expects DexKo to generate
free cash flow to adjusted debt of around 4% in 2023. DexKo's
consistent free cash flow reflects its efficient working capital
management that is driven by its relatively short lead times for
production, as well as low maintenance capex. Moody's expects DexKo
to use the majority of free cash flow to pay down outstanding
borrowings on its $275 million asset-based lending (ABL) facility
and $200 million revolving credit facility (both expiring in 2026).
DexKo utilized more than half the availability of these facilities
to fund the TexTrail acquisition in October 2022.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if debt/EBITDA is expected to be
sustained below 6x, inclusive of any further acquisitions. The
ratings could also be upgraded if DexKo maintains good liquidity
with increased availability on its revolving credit facilities and
free cash flow to debt of at least 5%.
The ratings could be downgraded if DexKo's earnings deteriorate
such that debt/EBITDA is expected to be sustained above 7x and
EBITA/interest expense below 1.5x. Further, a material weakening in
free cash flow toward breakeven or increased reliance on its
external credit facilities could result in a downgrade.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
DexKo Global, Inc. is a global manufacturer and distributor of
engineered components for towable and related applications
primarily in North America and Europe. The company serves a variety
of markets including agriculture, commercial, construction, general
industrial, livestock, landscaping, marine, military, energy,
residential, recreation vehicle and many other specialized end-use
segments. In 2021, Brookfield Business Partners L.P. acquired a
majority equity stake in DexKo. Revenue for the twelve months ended
September 30, 2022 was approximately $2.6 billion.
DLVAM1302 NORTH: Expects Revenue Increase in Rentable Unit by 2023
------------------------------------------------------------------
DLVAM1302 North Shore, LLC, submitted a Second Amended Disclosure
Statement describing Second Plan of Reorganization dated November
21, 2022.
The Debtor was incorporated on March 24, 2017. The Debtor generates
its revenue through a duplex which it owns on Ana Maria Island. The
Debtor markets the duplex as a vacation rental. As of the date of
the Petition Date, the Debtor's manager, Floyd Calhoun, manages the
Debtor.
The Debtor, with the assistance of special counsel, litigated the
issue of whether HMC was required to accept $925,103.36 in full
satisfaction of its claim. The Bankruptcy Court lifted the
automatic stay to allow the Circuit Court to rule on the issue.
Ultimately, the Circuit Court ruled in favor of HMC.
Pre-petition, Floyd Calhoun and his wife resided in the A-side unit
of the duplex. As a result, the A-side unit generated no income for
the Debtor. The Debtor has utilized the time since the filing of
the bankruptcy petition to transform the A-side unit into a
rentable unit. The Debtor projects that this change will increase
the Debtor's revenue in 2023 alone by $16,000 per month.
Pursuant to the Plan, each Holder of an Allowed Unsecured Claim
shall receive, on account of such Allowed Claim, a Distribution of
Cash from either the Plan Trust (if applicable) and/or the Debtor.
To the extent the Holder of an Allowed General Unsecured Claim
receives less than full payment on account of such Claim, the
Holder of such Claim may be entitled to assert a bad debt deduction
or worthless security deduction with respect to such Allowed
Unsecured Claim.
To the extent that any amount received by a Holder of an Allowed
Unsecured Claim under the Plan is attributable to accrued but
unpaid interest and such amount has not previously been included in
the Holder's gross income, such amount should be taxable to the
Holder as ordinary interest income. Conversely, a Holder of an
Allowed Unsecured Claim may be able to recognize a deductible loss
(or, possibly, a write-off against a reserve for worthless debts)
to the extent that any accrued interest on the debt instruments
constituting such Claim was previously included in the Holder's
gross income but was not paid in full by the Debtors. Such loss may
be ordinary, but the tax law is unclear on this point.
The Debtor's Plan will be funded by the continued operations of the
Debtor.
The Plan is based upon the Debtor's belief that it will provide a
better repayment to general unsecured creditors and equity than
either party would receive in a liquidation. The present management
and ownership of the corporation will be retained post
confirmation.
The Debtor's Plan has been proposed in good faith and not by any
means forbidden by law. The Debtor's proposed Plan provides for the
continued ownership of the Debtor's business and the continued
operation of the Debtor.
A full-text copy of the Second Amended Disclosure Statement dated
November 21, 2022, is available at https://bit.ly/3GMMGLm from
PacerMonitor.com at no charge.
Attorney for Debtor:
Buddy D. Ford, P.A.
Buddy D. Ford, Esquire
Jonathan A. Semach, Esquire
Heather M. Reel, Esquire
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel.: (813) 877-4669
Fax: (813) 877-5543
Office Email: All@tampaesq.com
E-mail: Buddy@tampaesq.com
Jonathan@tampaesq.com
Heather@tampaesq.com
About DLVAM1302 North Shore
Anna Maria, Fla.-based DLVAM1302 North Shore, LLC filed a petition
for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-05371) on
Oct. 20, 2021, disclosing $1,988,681 in total assets and $1,585,279
in total liabilities. Floyd Calhoun, manager, signed the
petition.
Judge Catherine Peek McEwen oversees the case.
The Debtor tapped Buddy D. Ford, P.A. as legal counsel.
DRIVEN HOLDINGS: Moody's Cuts CFR to 'B3', Outlook Remains Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded Driven Holdings, LLC's
corporate family rating to B3 from B2, its probability of default
rating to B3-PD from B2-PD and its $500 million senior secured term
loan and $300 million revolving credit facility ratings to B3 from
B2. Moody's also changed the speculative grade liquidity rating to
SGL-2 from SGL-1. The outlook remains stable.
The downgrade reflects higher than expected leverage with Moody's
lease-adjusted LTM debt-to-EBITDA as of Q3 2022 of about 8.3x (pro
forma for the $365 million securitization issuance in October 2022
and the revolver paydown of $300 million) which is well above the
previous downgrade trigger of 6.75x. Including the company's
estimate for LTM acquired EBITDA, Moody's lease-adjusted
debt-to-EBITDA of about 7.6x is still above the downgrade trigger.
Downgrades:
Issuer: Driven Holdings, LLC
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
SGL-1
Senior Secured Term Loan B, Downgraded to B3 (LGD3) from B2
(LGD4)
Senior Secured Revolving Credit Facility, Downgraded to B3 (LGD3)
from B2 (LGD4)
Outlook Actions:
Issuer: Driven Holdings, LLC
Outlook, Remains Stable
RATINGS RATIONALE
Driven Holdings' B3 CFR reflects governance considerations,
particularly the company's very aggressive financial strategies
under private equity majority ownership, including its history of
primarily relying on debt to fund rapid company-owned store growth
and a persistently high level of adjustments to earnings. Moody's
expects leverage to be in the mid 7x range over the next 12-18
months, depending on the pace of acquisitions and greenfield
development. Further, integration and financing risks associated
with acquisitions, and industry challenges associated with
staffing, supply chain and product inflation adds downside risks.
Moody's adjusted debt calculation includes standard adjustments for
operating leases and does not net cash on the balance sheet and
Moody's adjusted EBITDA does not add back costs and expenses
permitted under the credit agreement such as acquisition related
costs.
Further, although Moody's views the restricted group, Driven
Holdings, LLC, as having good liquidity, this is largely provided
by its pro forma cash and cash equivalents of approximately $190
million, $300 million revolving credit facility and alternate
liquidity provided by sale-lease back transactions of its
company-owned stores. Cash flow from operations has not been enough
to fully cover the company's significant growth CAPEX investments
and acquisitions to drive store count and earnings higher.
The B3 CFR is supported by Driven Holdings' significant system-wide
revenue scale of over $5 billion, market position as one of the
largest automotive service operators with over 4,700 locations, and
multiple brands across a wide range of industry segments including
paint, collision, glass, oil change, regular maintenance, car wash,
and parts supply. The B3 CFR is also supported by the national
brand recognition of its portfolio companies including Meineke and
Maaco as well as the company's good liquidity profile.
The B3 rating on the term loan reflects the Driven Holdings
restricted group that is highly reliant on the steady distribution
of the residuals and SPV management fees from the whole business
securitization (WBS) entities to support its operations and cash
flows. Other than the car wash assets, Automotive Training
Institute, and certain company-owned store assets which, together,
are not included in the WBS, the WBS has priority claim to
substantially all revenue-generating assets of Driven Brands
including current and future intellectual property for each brand,
royalties, all existing and future franchise and development
agreements, profits from certain maintenance and paint, collision &
glass company-owned locations and related store assets, profits
from certain business in Canada, and hard parts and accessories
distribution margin in the US.
The stable outlook reflects Moody's expectation for good liquidity
over the next 12-18 months and positive free cash flow inclusive of
sale lease back proceeds.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with successful integration of
acquisitions, sustained organic improvement in operating
performance, and a more moderate financial policy that results in
sustained strengthening of credit metrics with debt-to-EBITDA
consistently below 6.75 times and EBITA-to-interest sustained above
1.75 times. A higher rating would also require at least good
liquidity.
The ratings could be downgraded if EBITA-to-interest approaches 1x
and/or if Driven Holdings' financial policy choices result in
failure to produce positive free cash flow inclusive of sale lease
back proceeds and/or if liquidity deteriorates.
Driven Holdings, LLC, is the restricted group borrower subsidiary
of Charlotte, North Carolina-based Driven Brands Holdings Inc.
(Driven Brands). Driven Brands is a large, publicly-traded
automotive services company (NASDAQ: DRVN) operating in North
America and Europe, catering to a range of consumer and commercial
automotive needs, including paint, collision, glass, oil change,
regular maintenance, car wash, and parts supply. Annual revenue is
approximately $2 billion while systemwide sales generated by over
4,700 mostly-franchised/independently-operated locations are over
$5 billion. Driven Brands is majority-owned and controlled by
affiliates of Roark Capital Group, a private equity firm.
The principal methodology used in these ratings was Retail
published in November 2021.
EMPIRE PRIME: Resolves Dallas & Tarrant Counties' Claim Issues
--------------------------------------------------------------
Empire Prime Capital Investments Inc. submitted a First
Modification to First Amended Plan of Reorganization under
Subchapter V dated November 21, 2022.
The Debtor proposes the following First Modification to Amended
Plan to address the concerns raised by Dallas County and Tarrant
County.
The changes proposed are neither material nor adverse to any party
and should be made a part of the Plan approved in this case and are
set forth as follows:
Class 1 consists of the Allowed Secured Claims of Tarrant County.
Notwithstanding any other provisions, Tarrant County is the holder
of a pre-petition claim for ad valorem property taxes for the 2022
tax year, as well as will have an administrative expense claim for
the 2023 ad valorem taxes on January 1, 2023. The Reorganized
Debtor shall pay the 2023 taxes timely pursuant to applicable
non-bankruptcy law. It is not necessary that Tarrant County file an
administrative expense claim or request for payment in order for
these 2023 taxes to be deemed an allowed administrative expense.
The administrative expense taxes are not discharged by entry of the
confirmation order.
The Class 1 Claim of Tarrant County shall be paid in full over the
time period from the Effective Date to the expiration of 5 years
from the Petition Date, with interest thereon from the petition
date through the effective date and from the effective date through
payment in full at the state statutory rate of interest pursuant to
11 U.S.C. Sections 506(b), 511 and 1129. The Claim will be paid in
equal monthly installments of principal and interest, commencing on
the first day of the first month following the Effective Date and
continuing on the first day of each month thereafter. In the event
a Class 1 Claim is disputed, the Debtor shall make plan payments
which shall be applied to the undisputed amount of the claim until
the dispute is resolved. Tarrant County shall retain its pre- and
post-Petition Date statutory Liens securing its Claim until it is
paid in full.
In the event of a sale or the surrender of property that secures
Tarrant County's Claim, the property securing the claim shall also
be surrendered to Tarrant County and the proceeds from the sale of
the applicable property shall be used to pay all amounts owed to
Tarrant County on that property. Failure to pay post-petition ad
valorem property taxes prior to the state law delinquency date
shall constitute an event of default under the plan as to Tarrant
County. This Claim is Impaired, and the holder of this Claim is
entitled to vote to accept or reject the Plan.
Class 4 consists of the Allowed Secured Claims of Dallas County.
Notwithstanding any other provisions contained herein, Dallas
County is the holder of a pre-petition claim for ad valorem
property taxes for the 2022 tax year, as well as will have an
administrative expense claim for the 2023 ad valorem taxes on
January 1, 2023. The Reorganized Debtor shall pay the 2023 taxes
timely pursuant to applicable non bankruptcy law. It is not
necessary that Dallas County file an administrative expense claim
or request for payment in order for these 2023 taxes to be deemed
an allowed administrative expense. The administrative expense taxes
are not discharged by entry of the confirmation order.
The Class 4 Claim of Dallas County shall be paid in full over the
time period from the Effective Date to the expiration of 5 years
from the Petition Date, with interest thereon from the petition
date through the effective date and from the effective date through
payment in full at the state statutory rate of interest pursuant to
11 U.S.C. Sections 506(b), 511 and 1129. The Claim will be paid in
equal monthly installments of principal and interest, commencing on
the first day of the first month following the Effective Date and
continuing on the first day of each month thereafter.
In the event a Class 4 Claim is disputed, the Debtor shall make
plan payments which shall be applied to the undisputed amount of
the claim until the dispute is resolved. Dallas County shall retain
its pre- and post-Petition Date statutory Liens securing its Claim
until it is paid in full. In the event of a sale or the surrender
of property that secures Dallas County's Claim, the property
securing the claim shall also be surrendered to Dallas County and
the proceeds from the sale of the applicable property shall be used
to pay all amounts owed to Dallas County on that property. Failure
to pay post-petition ad valorem property taxes prior to the state
law delinquency date shall constitute an event of default under the
plan as to Dallas County. This Claim is Impaired, and the holder of
this Claim is entitled to vote to accept or reject the Plan.
Class 5 consists of Allowed Secured Claims of Silver Hill Funding.
These Claims will be paid in full according to their current
contractual terms. Payments will continue on these claims as they
have been made and following the Effective Date. These Claims are
Not Impaired, and the holder of these Claims is not entitled to
vote to accept or reject the Plan.
Class 9 consists of Equity Interests. Class 9 Equity Interests
shall be retained 100% by Juan D. Favela.
A full-text copy of the First Modification to First Amended Plan
dated November 21, 2022, is available at https://bit.ly/3gIDhtD
from PacerMonitor.com at no charge.
Attorneys for Debtor:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About Empire Prime Capital Investments
Empire Prime Capital Investments Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No.
22-31121) on June 27, 2022. In the petition filed by Juan D.
Favela, president, the Debtor estimated assets of $1 million to $10
million and liabilities less than $1 million.
Judge Michelle V. Larson oversees the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC serves
as the Debtor's counsel.
EMPLOYBRIDGE LLC: US$925M Bank Debt Trades at 18% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Employbridge LLC is
a borrower were trading in the secondary market around 82.5
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$925 million facility is a term loan. The loan is scheduled
to mature on July 19, 2028. The amount is fully withdrawn and
outstanding.
Employbridge, LLC operates as an industrial staffing company. The
Company offers temporary associates in manufacturing, logistics,
warehousing, and contact centers.
FENDER MUSICAL: US$400M Bank Debt Trades at 16% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Fender Musical
Instruments Corp is a borrower were trading in the secondary market
around 83.7 cents-on-the-dollar during the week ended Friday,
November 25, 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 December 1, 2028. The amount is fully withdrawn and
outstanding.
Fender Musical Instruments Corporation manufactures musical
instruments. The Company offers guitars, basses, amplifiers, and
music accessories. Fender Musical Instruments serves customers
worldwide.
FINANCIAL INVESTMENTS: Amends Judgment Creditors Secured Claims Pay
-------------------------------------------------------------------
Financial Investments and Real Estate, LLC submitted a Second
Amended Disclosure Statement for the Second Amended Plan of
Reorganization dated November 22, 2022.
The Plan is a culmination of events, including efforts to pivot the
intended use of the rental property and address the Debtor's
outstanding and future obligations. The Plan effectuates the
resolution of significant efforts by the debtor to use the premises
in a manner maximizing the return to creditors. Upon the Effective
Date and substantial consummation of the Plan, the Debtor's equity
shall revest in the current ownership structure and the Debtor will
continue business as usual.
Debtor is marketing the rental on various sites to obtain
short-term tenants, in an Airbnb usage, resume mortgage payments,
cure mortgage arrears, and maximize return to creditors.
Essentially, it will operate as an Airbnb.
On October 19, 2022, an objection to the Amended Disclosure
Statement was filed by the Judgment creditors. Counsel for the
Debtor and Judgment creditor communicated prior to the hearing on
the Amended Disclosure Statement and agreed upon changes to the
Amended Disclosure Statement and the Amended Plan which were
relayed to the Court at the October 26, 2022, hearing.
The Debtor has no unsecured claims.
Class 2 consists of the Secured Claims against the Debtor by 3
individual investors/judgment creditors, Monique Moise, Shadonna
Charleston and Rasheeda Lawler. The Debtor's original plan was to
pay these creditors a total of $1,500 per month for 16 months and
then $3,500 per month for 48 months for a total of $192,000
effective and due starting 30 days after confirmation and
continuing monthly thereafter. The Amended Plan still is paying
$1,500 per month for 16 months.
This payment plan was changed in the Second Amended Plan to pay the
post-petition attorney fees pursuant to the note and the judgment
permitting reasonable attorney fees. Those fees will be paid in
equal monthly installments for months 61-63, If Cyndescope pre-pays
the loan due to the Debtor, then those funds will be remitted in
their entirety or to the extent necessary to satisfy the remaining
claim amounts at that time. If that occurs interest over the life
of the plan will be re-calculated to reflect the reduced interest
due to pre-payment.
Debtor reserves the right to contest the reasonableness of any fees
and costs incurred by the judgment creditors. The Judgment
Creditors will retain their lien on the Property, 1203 S. Melville
Street Philadelphia, Pa, until all required payments have been made
in full. Upon completion of the plan payments the judgment will be
satisfied in full against all defendants. The Judgment Creditors
will stay all collection efforts against the Debtor if Debtor is
complying with these terms. There is no co-debtor stay.
Post-Petition Attorney fees incurred by the judgment creditors of
$12,264 shall be paid by debtor in months 61-63 of the Second
Amended Plan in equal monthly installments of $4,088.50.
If Debtor defaults on the terms of this Plan, then Judgment
Creditors shall have the immediate right to file, and serve upon
the Debtor and its counsel, a certification of default
("Certification") stating the basis for the default. Upon the
filing of Certification, any stay or injunction pursuant to the
Bankruptcy Code and/or Plan, shall terminate and the Judgment
Creditors may immediately thereafter herein relief will be granted
to allow the Judgment creditors to be permitted to pursue all
rights and remedies under state law against the Debtor and
co-Defendants.
Except as otherwise provided in the Second Amended Plan, the Debtor
shall continue to exist after the effective date as the same
corporate entities as prior to the Petition Date, with all the
powers of a corporation, pursuant to the applicable law in the
jurisdiction in which such Debtor is incorporated or formed and
pursuant to the certificate of incorporation and bylaws in effect
prior to the effective date without prejudice to any right to
terminate such existence or to modify such documents under
applicable law on or after the effective date.
A full-text copy of the Second Amended Disclosure Statement dated
November 22, 2022, is available at https://bit.ly/3VudFzp from
PacerMonitor.com at no charge.
Counsel to the Debtor and Debtor in Possession:
Michael A. Cataldo, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
1628 JFK Blvd., Suite 1901
Philadelphia, PA 19103
Tel: (215) 238-0015
E-mail: mcataldo@gsbblaw.com
About Financial Investments and Real Estate
Financial Investments and Real Estate, LLC is a Pennsylvania-based
real estate and financial investments company.
Financial Investments and Real Estate sought Chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case No. 22-11150) on May 3, 2022,
listing as much as $500,000 in both assets and liabilities. Kathryn
Anderson, managing member, signed the petition.
The case is assigned to Judge Magdeline D. Coleman.
Michael A. Cataldo, Esq., at Gellert, Scali, Busenkell & Brown, LLC
is the Debtor's counsel.
FIRST COMMONWEALTH: Granted $383,115 in Default Judgment
--------------------------------------------------------
District Judge Sam A. Lindsay of the US District Court for the
Northern District of Texas granted the Motion for Default Judgment
filed by First Commonwealth Bank in the case styled FIRST
COMMONWEALTH BANK, Plaintiff, v. AUTO RESOURCE OF TEXAS LLC,
Defendant, Civil Action No. 3:22-cv-374-L, (N.D. Tex.).
On Feb. 15, 2022, First Commonwealth Bank filed its Complaint
seeking relief against Auto Resource of Texas, LLC for its breach
of the promissory note. Auto Resource is a Texas LLC whose only
members are Johnathan L. Ramirez and Joy A. Ramirez, who executed
guaranty agreements in connection with the Note. The Note was also
secured by a security agreement, which gave First Commonwealth a
security interest in Defendant's equipment, fixtures, and
inventory.
First Commonwealth alleges that "Auto Resource breached its duties
under the Note by, among other things, failing to repay the
indebtedness due. Despite its obligations under the note, Auto
Resource failed to make the required payments, and now owes a
balance of $336,758.10, excluding certain costs, expenses, fees,
and interest." First Commonwealth asserts a claim for breach of
promissory note, and in addition, requested an award of attorney's
fees, costs, prejudgment interest, and postjudgment interest.
Auto Resource was served with process through its registered agent
Johnathan L. Ramirez on March 1, 2022 -- thus, its time to file an
answer or otherwise respond to First Commonwealth's Complaint was
March 22, 2022. After a default was entered against Auto Resource
on March 24, First Commonwealth moved for entry of a default
judgment on its claim against Auto Resource.
The Court determines that First Commonwealth has sufficiently
pleaded each of the elements of its claims and Auto Resource has
failed to file an answer in this action or otherwise appear. Hence,
Auto Resource has accepted these well-pleaded allegations as true.
The Court, therefore, grants First Commonwealth's Motion because
its pleadings and evidence sufficiently show that Auto Resource
executed the Note in question; that First Commonwealth is the
current holder of the Note; that the Auto Resource failed to submit
payment as required by the Note; that Auto Resource breached its
obligations under the promissory note by failing to repay the
indebtedness due; and that as a result of Auto Resource's failure
to make the Note payments, First Commonwealth has suffered damages
in the amount of $340,348.
First Commonwealth also seeks $25,820 in attorney's fees as well as
$3,000 in costs related to enforcing its rights under the Note and
security agreement. Under the Note, First Commonwealth is entitled
to attorney's fees related to expenses incurred "to collect amounts
due under this Note, enforce the terms of this Note or any other
Loan Document, and preserve or dispose of Collateral." In support
of its request for attorney's fees, First Commonwealth submits the
affidavit of Sean M. Affleck. According to Mr. Affleck's affidavit
and the exhibits attached to it, he, along with David M. Clem, both
of the law firm Johnston Clem Gifford PLLC, represented Plaintiff
in connection with this civil action.
The records do not reflect the exercise of billing judgment and the
Court finds that the invoices are "block billed," which prevent the
Court from reviewing the time each attorney spent on each of the
activities billed. Accordingly, the Court finds that a 15%
reduction of attorney fees is reasonable. The Court determines that
First Commonwealth is entitled to $21,947 in reasonable attorney's
fees and $3,000 in costs and expenses, which is the amount
requested, for a total $24,947 in attorney's fees and costs.
Accordingly, the Court will enter a default judgment in favor of
First Commonwealth in the amount of $340,348 in actual damages,
plus $17,819 in prejudgment interest on this amount calculated at a
rate of 7% per annum from Feb. 15, 2022 to Nov. 15, 2022;
reasonable attorney's fees and costs in the amount of $24,947; and
postjudgment interest on the entire amount of the judgment
($383,115) at the current federal rate of 4.74% per annum from the
date of judgment until it is paid in full. The Court also taxes all
reasonable and allowable costs against Auto Resource.
A full-text copy of the Memorandum Opinion and Order dated Nov. 16,
2022, is available at https://tinyurl.com/2p8c6526 from
Leagle.com.
FLUOROTEK USA: Creditors to Get Proceeds From Liquidation
---------------------------------------------------------
Fluorotek USA, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Florida a Disclosure Statement with respect to
Chapter 11 Plan dated November 21, 2022.
The Debtor is a Florida for-profit corporation previously located
at 1301 West 13th Street, Suite A, Riveria Beach, Florida 33404.
Prior to bankruptcy, the Debtor manufactured and sold bumper plates
for weightlifting, in addition to other molded elastomers.
Before filing its petition for bankruptcy, the Debtor operated a
business that manufactured bumper plates for weightlifting. The
Debtor received funding from Sorinex Exercise Equipment Inc. to
expand its operations and to pay for operating expenses.
Ultimately, the Debtor contends that Sorinex, for various reasons
alleged in detail in the Debtor's pleadings and case management
summary, precipitated Debtor's default and insolvency. With no
ability to meet its debt obligations and to pay operating expenses,
Debtor was left with no choice but to terminate its employees,
cease operations and seek bankruptcy relief. Debtor filed for
relief under Chapter 11 of the Bankruptcy Code on June 25, 2021.
Since the start of the case, the Debtor has actively looked for
opportunities to liquidate all of its assets, including the Office
Furniture. After surrendering its leased premise to Sorinex, the
Debtor was not able to remove some of the Office Furniture from the
leased premises, including its lockers, cabinets, refrigerator and
surveillance system. In addition, the Exclusivity Period expired in
February 2022, and no other party has proposed a plan in this case
to liquidate the Office Furniture and disburse the proceeds of the
estate to creditors. Evidently, there is no market for the Office
Furniture.
In order to bring additional value to unsecured creditors, to
mitigate further administrative costs of storage, and to bring
resolution to this bankruptcy estate, Jeff Breitkreutz has agreed
to pay $3,000 for the Office Furniture. Although the Office
Furniture was listed on the Schedules according to its retail value
of $25,450.00, given the lack of any potential buyer or market for
the Office Furniture, or willing professional to auction or sell
the Office Furniture, Debtor's business judgment is that $3,000 is
the highest possible liquidation value of the Office Furniture.
The Plan provides for the orderly payment of Allowed Claims from
the Debtor's cash on hand in its DIP bank account, and through cash
proceeds from the proposed sale of the Office Furniture to Jeff
Breitkreutz for $3,000. The Debtor will pay in full all Allowed
Administrative Claims on the Effective Date, and provide a pro rata
distribution of the remaining cash proceeds to general unsecured
creditors with Allowed Claims. The Debtor will cease to exist after
the Effective Date as a Florida corporation.
The Plan provides for the liquidation of the remainder of Debtor's
Estate and the orderly payment of Allowed Claims.
Class 1 consists of General Unsecured Claims. Any Unsecured Claims
that are not Allowed as of the Effective Date shall be deemed
Disallowed in full, and this Plan and the Confirmation Order shall
be deemed a Final Order disallowing any such claim. Each holder of
an Allowed Unsecured Claim shall receive a distribution equal to
the Holder's Pro Rata Share in the balance of Cash remaining in the
Debtor's debtor-in-possession bank accounts and any net proceeds
from the sale of the Office Furniture after full payment of the
Priority Claim of the Internal Revenue Service and any
Administrative Claims in accordance with the provisions of the
Plan. This Class is impaired. The allowed unsecured claims total
$584,412.85.
Class 2 consists of any and all beneficial and ownership interests
of the Debtor that is property of the Debtor's Estate under Section
541 and 1115 of the Bankruptcy Code. On the Effective Date, All
Holders of Beneficial and ownership interests in the Debtor shall
be cancelled and the Holders of such interests shall receive no
distribution.
Class 3 consists of the IRS Tax Claim. The IRS Tax Claim will be
satisfied in full upon the Debtor's filing its missing tax forms
940 and 941 of the Internal Revenue Service for the year 2015
through the first quarter of 2019. The Debtor is not obligated for
employment taxes for the years 2015 through the first quarter of
2019, during which time the Debtor did not operate and had no
employees. The Debtor has paid its employment taxes for the first
two quarters of 2021.
The Office Furniture will be sold to Purchaser at a private sale,
free and clear of any and all liens, claims, encumbrances, and
interests, subject to the payment by Purchaser of $3,000.00 (the
"Purchase Price"). Upon the Effective Date, Purchaser will transfer
$3,000.00 to the Debtor's debtor-in-possession account. The Plan
and Confirmation Order will serve as the bill of sale evidencing
the transfer of the Office Furniture from the Debtor to Purchaser
and the transfer of the Purchase Price from Purchaser to the
Debtor's debtor-in-possession accounts.
A full-text copy of the Disclosure Statement dated November 21,
2022, is available at https://bit.ly/3u1o4qL from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Jonathan M. Sykes, Esq.
Nardella & Nardella, PLLC
135 W. Central Blvd., Ste. 300
Orlando, FL 32801
Tel: 407-966-2680
Email: jsykes@nardellalaw.com
About Fluorotek USA Inc.
Fluorotek USA, Inc., a Riveria Beach, Fla.-based manufacturer of
rubber products, filed its voluntary Chapter 11 petition (Bankr.
S.D. Fla. Case No. 21-16236) on June 25, 2021, listing $4,171,101
in assets and $7,061,033 in liabilities. David J. Helbi, chief
operating officer, signed the petition.
Judge Mindy A. Mora oversees the case. Nardella & Nardella, PLLC
and John F. Costello C.P.A. P.A. serve as the Debtor's legal
counsel and accountant, respectively.
GANDYDANCER LLC: Amends Department & Hutchens' Claims Pay
---------------------------------------------------------
GandyDancer, LLC, submitted a First Amended Disclosure Statement
describing Plan of Liquidation dated November 21, 2022.
The Debtor, prior to filing this Chapter 11 case, operated a
railroad construction and support company for the BNSF Railroad,
based in Albuquerque, with an additional location in Winslow,
Arizona.
The principals of the corporation are James and Jamin Hutchens. The
principal asset of the corporation, and its source of funding for
the Chapter 11 Plan, is a lawsuit against Rock House CGM, LLC, New
Mexico Terminal Services, and Karl Pergola, which lawsuit is
currently pending in the Second Judicial District Court for the
District of New Mexico. GandyDancer LLC v. Rock House CGM, LLC, et
al., D-202-CV-2015-09230.
The Plan will seek to prosecute the litigation as the most
significant asset of the bankruptcy estate, and utilize the
recovery to provide at least a significant dividend to general
unsecured creditors. The Debtor's principals, James and Jamin
Hutchens, have arranged for financing from another of their wholly
owned subsidiaries, GandyLand, LLC, to fund the Chapter 11
liquidation process. Without this Chapter 11 and the Hutchens's
successful efforts to obtain financing of the litigation as
approved by the Bankruptcy Court, there would be little chance for
any creditor to receive any distribution.
The funds the Debtor has received through the sale of some assets
and the collection of accounts receivable have been used to pay for
the administration of the bankruptcy case. The collection of
accounts receivable turned out to be disappointing due to the
creditors raising various defenses and lack of cooperation due to
the company being out of business.
Class One is the claim of Timothy Chavez/New Mexico Department of
Workforce Solutions ("Department") to pay Timothy Chavez directly
in one lump sum the amount of $8,462.00, through a court-approved
settlement. Pursuant to the settlement, the Department amended its
claim to $8,462.00 (Claim 18-3). The Debtor received notification
that Mr. Chavez died on September 4, 2022, so the acceptance of the
Plan and eventual payment of the claim will be to another party who
represents his estate.
Class two is comprised the claim for reimbursement for James and
Jamin Hutchens for paying $247,545.76 in employment taxes to the
Internal Revenue Service, plus additional penalties. Class Two will
be paid in full, only after the claim in Class One is paid in full,
and all administrative claims and priority tax claims are paid in
full. Class Two will be paid prior to Class Three, when funds
become available.
The United States Trustee has noted that the procedures that Debtor
put in place for loaning money to Debtor were not followed by
Debtor or its principals. As a result, the Court may decide that
Class Two creditors should not be paid ahead of Class Three
creditors. The Debtor takes the position that nothing in Bankruptcy
Code section 509 prevents equity holders from being reimbursed for
paying claims of the Debtor, and that there are valid reasons for
separately classifying this claim.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class three is comprised of the General Unsecured claims.
Class Three will receive a distribution after Classes One and Two
and all administrative and priority tax claims are paid in full. If
funds are insufficient to pay all unsecured creditors in full, the
claims will be paid pro rata, including any subrogation claim. The
Debtor estimates that the allowed unsecured claims, after
objections are filed and determined, will be approximately
$5,000,000.00.
* Class Four is the equity ownership interest of GandyDancer
held by James and Jamin Hutchens. The order confirming the Plan
shall contain a provision dissolving the company once all
distributions are made. James and Jamin Hutchens will receive any
surplus funds only after classes one through three are paid in
full, which seems unlikely at this point.
A full-text copy of the First Amended Disclosure Statement dated
November 21, 2022, is available at https://bit.ly/3F3pAyQ from
PacerMonitor.com at no charge.
Attorney for Debtors:
Don F. Harris, Esq.
Dennis A. Banning, Esq.
NM Financial & Family Law
320 Gold Avenue SW, Suite 1401
Albuquerque, NM 87102
Tel: (505) 503-1637
Email: dfh@nmfinanciallaw.com
dab@nmfinanciallaw.com
About GandyDancer
GandyDancer, LLC provides underground utilities, railroad
construction, maintenance, excavation, heavy-haul transportation,
bridge construction, and demolition services. It is based in
Albuquerque, N.M.
GandyDancer filed a petition for Chapter 11 protection (Bankr. N.M.
Case No. 19-12669) on Nov. 21, 2019, listing up to $50,000 in
assets and up to $10 million in liabilities. Jamin Hutchens,
managing member, signed the petition.
Judge David T. Thuma oversees the case.
Don F. Harris, Esq., and Dennis A. Banning, Esq., at NM Financial &
Family Law serve as the Debtor's bankruptcy attorneys. The Debtor
also tapped Jennings, Haug, Keleher & McLeod, LLP and New Mexico
Law Group, P.C. as its civil litigation counsels. Carr Riggs &
Ingram, LLC serves as the Debtor's accountant.
GRAVITY HOLDINGS: Taps Roland Kraushaar as Accountant
-----------------------------------------------------
Gravity Holdings, Inc. received approval from the U.S. Bankruptcy
Court for the Western District of Louisiana to employ Roland
Kraushaar, a practicing accountant in Alexandria, La.
The Debtor requires an accountant to prepare and file its tax
returns; analyze various financial documents; and handle other
accounting duties.
Mr. Kraushaar will be paid based upon his normal and usual hourly
billing rates.
As disclosed in court filings, Mr. Kraushaar is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Kraushaar can be reached at:
Roland D. Kraushaar, CPA
1406 Texas Ave.
Alexandria, LA 71301
Tel: (318) 445-9855
About Gravity Holdings
Gravity Holdings, Inc., a company in Elmer, La., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D.
La. Case No. 22-80538) on Oct. 26, 2022, with $2,113,100 in assets
and $2,077,503 in liabilities. Lucy G. Sikes has been appointed as
Subchapter V trustee.
Judge Stephen D. Wheelis oversees the case.
The Debtor tapped Thomas Willson, Esq., a practicing attorney in
Alexandria, La., to handle its Chapter 11 case. Roland D.
Kraushaar, CPA is the Debtor's accountant.
GREGORY A. JOHNSON: United Pulse's Clawback Suit Dismissed
----------------------------------------------------------
Bankruptcy Judge Shon Hastings dismissed the adversary case styled
United Pulse Trading Inc. d/b/a AGT Foods USA, Plaintiff, v.
Gregory A. Johnson, Defendant, Adversary No. 21-07004, (Bankr.
D.N.D.) with prejudice.
In this adversary proceeding, United Pulse Trading Inc. claims the
Debtor Gregory A. Johnson willfully and maliciously injured it by
converting $6,576,370 of its property. United Pulse seeks a
determination that this debt is excepted from discharge. United
Pulse offered evidence showing that the Debtor exercised dominion
and control over more than $6.5 million of United Pulse's share of
the United States Department of Agriculture (USDA) contract
proceeds and wrongfully deprived United Pulse of the payments owed
to it by transferring them to North Dakota Port Services, Inc., and
then spending the funds in defiance of United Pulse's rights.
In 1999, Johnson formed Premier Pulses International, Inc. From the
time of its inception, Johnson served as President and Chief
Executive Officer (CEO) of Premier Pulses, and he owned two-thirds
of its shares. In 2007, the Debtor created North Dakota Port
Services, Inc. He served as the President and CEO of this
corporation as well. The Debtor also owned two-thirds of North
Dakota Port Services' shares.
In 2007, United Pulse began contracting with the USDA for the sale
of raw food materials to distribute as international food aid. With
fewer than 500 employees, United Pulse qualified as a small
business from 2007 to 2011. By 2011, United Pulse's business grew
to such a degree that it no longer qualified as a small business.
To circumvent ineligibility for preferential bidding, United Pulse
began contracting with Premier Pulses -- which qualified as a small
business -- to submit bids and to contract with USDA. This
relationship with Premier Pulses proved satisfactory to United
Pulse until March 2014. United Pulse employees noticed that it was
not receiving all the contract proceeds it expected, and the sum
Premier Pulses owed it began growing. They also noticed that
Premier Pulses stopped referencing specific contracts with its
payments to United Pulse.
In 2011, BNSF Railway, a carrier North Dakota Port Services used,
informed North Dakota Port Services that BNSF would begin requiring
intermodal facilities to meet certain standards. The Debtor claimed
that the intermodal shipping comprised the largest and most
profitable percentage of North Dakota Port Services' business from
2011 to 2013. While the Debtor was searching for investors
throughout 2013, Premier Pulses loaned a total of $2,385,000 in 29
separate transactions to North Dakota Port Services -- to generate
funding necessary to maintain operations and to demonstrate
progress in the development of the intermodal facility to potential
investors, North Dakota Port Services continued to borrow
additional funds from both the Debtor and Premier Pulses.
Now, United Pulse argues that the Debtor's "actions in funneling
USDA payments to North Dakota Port Services were malicious" --
highlighting North Dakota Port Services' loss of between $650,000
and $4.6 million each year that Premier Pulses contracted with
United Pulse and claimed "North Dakota Port Services was
hemorrhaging money." United Pulse asserts that the Debtor -- in his
role as President and CEO of Premier Pulses -- transferred funds to
North Dakota Port Services to provide interim financing and
maintain progress on North Dakota Port Services' intermodal
facility development plans.
The Court notes that "when United Pulse inquired about Premier
Pulses' payment arrearages in early 2014, the Debtor told United
Pulse that Premier Pulses used USDA contract proceeds to fund loans
to North Dakota Port Services, and it was apparent that United
Pulse's share of these proceeds comprised a significant part of
these loans. Although United Pulse did not consent to Premier
Pulses using money owed to it to fund additional loans to North
Dakota Port Services, it also did not prohibit Premier Pulses from
making additional loans to North Dakota Port Services. Knowing that
Premier Pulses used money owed to it from the USDA contracts,
United Pulse opted to continue doing business with Debtor and
Premier Pulses, hoping the investment money would come in."
According to Judge Hastings, United Pulse failed to meet its burden
of showing malice under section 523(a)(6). Financial records show
that the Debtor's personal loans to North Dakota Port Services grew
from $570,000 in 2012 to $1,550,121 in 2016. Although United Pulse
suggests that the Debtor's interest in recouping his investment
served as motivation to continue "the charade," the Court finds
that the Debtor's personal investment in North Dakota Port Services
also demonstrates Johnson believed in the business plan and shows
confidence in his ability to generate investment income.
Moreover, the Court finds no evidence that the Debtor used the
money Premier Pulses loaned to North Dakota Port Services to repay
his personal loans to North Dakota Port Services. In fact, North
Dakota Port Services' debt to the Debtor for his personal loans
continued to grow from 2012 to 2016. United Pulse offered no other
evidence suggesting Debtor personally benefited from the
transactions at issue in this case. In addition, the Court finds
that the Debtor's personal investments in North Dakota Port
Services bolster his testimony that he believed North Dakota Port
Services would ultimately solicit the capital it needed to fund the
project and repay creditors and investors.
Given the totality of circumstances, Judge Hastings is not
convinced United Pulse met its burden of showing "socially
reprehensible conduct" or "aggravating circumstances" sufficient to
prove malice. The Debtor never hid the fact that he transferred
some of United Pulse's share of USDA contract proceeds from Premier
Pulses to North Dakota Port Services, and there is no evidence that
he lied to United Pulse about potential investors or his efforts to
generate funds. While the Debtor's conduct unquestionably shows
reckless disregard of United Pulse's economic interests and
expectancies, but absent additional aggravated circumstances, the
Court concludes that the Debtor's knowledge that he was violating
United Pulse's legal rights is insufficient to establish malice.
A full-text copy of the MEMORANDUM AND ORDER dated Nov. 17, 2022,
is available at https://tinyurl.com/nhaxb8tv from Leagle.com.
Gregory A. Johnson sought voluntary Chapter 11 bankruptcy
protection (Bankr. D.N.D. Case No. 20-30578) on Nov. 9, 2020.
HEALTHCHANNELS: US$385M Bank Debt Trades at 26% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Healthchannels
Intermediate Holdco LLC is a borrower were trading in the secondary
market around 74 cents-on-the-dollar during the week ended Friday,
November 25, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$385 million facility is a term loan. The loan is scheduled
to mature on April 3, 2025. The amount is fully withdrawn and
outstanding.
The Company's country of domicile is the United States.
HIGHPOINT LIFEHOPE: Unsecureds Will Get 100% of Claims in Plan
--------------------------------------------------------------
Highpoint Lifehope SPE LLC filed with the U.S. Bankruptcy Court for
the Western District of Texas a Disclosure Statement relating to
Chapter 11 Plan dated November 21, 2022.
The Debtor is a Special Purpose Entity that was formed for the sole
purpose of acquiring and operating Tower 1 and Tower 2,
collectively referred to as the "Project". The Debtor's principals
own and operate over 11 buildings of 1.3 million square feet of
medical office space in Georgia, Texas, and Tennessee, including
the Project.
In this Chapter 11 Case, the Debtor is liquidating its assets -
Tower 1 and Tower 2. The Debtor has identified a buyer for each of
Tower 1 and Tower 2 who are capable of closing their respective
transactions pursuant to the terms of the pertinent agreement and
any order of the Bankruptcy Court. Together with cash on hand as of
the Effective Date, the proceeds from the sales of Tower 1 and
Tower 2 will be sufficient for Debtor to pay all Allowed Claims in
full.
Since the filing, Debtor has been able to retain existing tenants,
retain tenants who had pending leases that had timed out due to
Capital One's failure or refusal to release funds for Tenant
Improvements, and attract new tenants who will enter into leases
following the closing of the sale(s). The stabilized and enhanced
actual and projected rental income for the Project will render a
valuation sufficient to support the proposed purchase prices for
Tower 1 and Tower 2.
The Debtors will use funds from the sale of the Project and ongoing
operations to pay creditors in accordance with the provisions of,
and the priorities established by, the Bankruptcy Code, the Plan,
and further orders of the Bankruptcy Court. The Debtors believe
that the Plan provides fair treatment to, and is in the best
interests of, all classes of Claims and Interests.
The Plan contemplates paying Allowed Claims from the proceeds of
the sale of Debtor's real property located at 8401 Datapoint Drive,
San Antonio, Texas 78229 and 8415 Datapoint Drive, San Antonio,
Texas 78229, as well as cash on hand as of the Effective Date.
Class 4 consists inter alia of any general unsecured trade debt
Claims and any Claims related to security deposits. As of the
filing of the Disclosure Statement, the Class 4 general unsecured
claims total approximately $800,000.00. On, or as soon as
reasonably practicable after, the latest of (i) the Distribution
Date, (ii) the date on which such General Unsecured Claim becomes
an General Unsecured Claim, or (iii) the date on which such General
Unsecured Claim becomes payable pursuant to any agreement between
the Debtor and the holder of such General Unsecured Claim, each
holder of an General Unsecured Claim shall receive, in full
satisfaction, settlement, release and discharge of and in exchange
for such General Unsecured Claim, either (A) Cash equal to the
unpaid portion of such General Unsecured Claim or (B) such
different treatment as to which the Debtor and such holder shall
have agreed upon in writing. This Class is Unimpaired. This Class
will receive a distribution of 100% of their allowed claims.
Class 5 consists of Interests in Debtor which are held by Highpoint
Lifehope JV, LLC (100%). The Interest Holders will retain their
Interests in the Debtor and may receive distributions from the
Debtor in accordance with the Company Agreement only after the
latter date of (i) payment in full of all Allowed Claims in Classes
1-4 and (ii) entry of Final Orders regarding any Disputed Claims in
Classes 1-4.
The source(s) of funding necessary for the treatment of Claims and
Interest as set forth in the Plan will be from the funds generated
from the sale of the Project.
A full-text copy of the Disclosure Statement dated November 21,
2022, is available at https://bit.ly/3i8zJBj from PacerMonitor.com
at no charge.
Counsel for Debtor:
Natalie Wilson, Esq.
Langley & Banack, Inc.
745 E. Mulberry, Suite 700
San Antonio, TX 78212
Telephone: (210) 736-6600
Email: nwilson@langleybanack.com
About Highpoint Lifehope SPE
Highpoint Lifehope SPE LLC, also known as Honan Property Management
- Highpoint, is a Single Asset Real Estate (as defined in 11 U.S.C.
Sec. 101(51B)).
Highpoint Lifehope SPE LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-50929) on
August 22, 2022. In the petition filed by Scott C. Honan, as
manager, the Debtor reports estimated assets and liabilities
between $50 million and $100 million each.
The Debtor is represented by Natalie F. Wilson of Langley & Banack
Inc.
IMPERVA INC: US$907M Bank Debt Trades at 19% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Imperva Inc is a
borrower were trading in the secondary market around 81.3
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$907 million facility is a term loan. The loan is scheduled
to mature on January 10, 2026. The amount is fully withdrawn and
outstanding.
Imperva, Inc. develops protection software and services for
databases and business applications. The Company offers data
security, monitoring, and web application security to the energy,
financial services, government, healthcare, insurance, retail, and
e-commerce industries.
JOHNSTONE FAMILY: Unsecureds to Get Share of Income for 3 Years
---------------------------------------------------------------
Johnstone Family Practice, LLC filed with the U.S. Bankruptcy Court
for the Southern District of Indiana a Small Business Chapter 11
Plan dated November 21, 2022.
JFP is the family medicine practice of Dr. Andrew Alan Johnstone,
who has been providing primary medical care on the south side of
Indianapolis since 1988.
Dr. Andrew Alan Johnstone had been in partnership with other
physicians from 1988 to 1999, at which point he separated to become
independent but operating in association with other physicians as
Central Indiana Medical Group. This venture proved unsuccessful.
Dr. Johnstone was unable to finish out the lease of his portion of
the space after splitting from the other physicians, and
negotiations with the landlord for a delayed pay down failed, so in
2020, during the midst of the CoVid pandemic onset, he was evicted.
As far as the future, the modeling is much more straightforward
with direct-pay versus insurance-based services, because JFP should
be able to track revenues precisely. JFP has a huge demand for
services, as JFP is among the first direct-pay practices on the
south side of Indianapolis and Greenwood, Indiana.
The length of the Plan is three years for the required payments.
Class 2 shall consist of State Bank's allowed claim entitled to
secured treatment. The Debtor's obligations to State Bank are
secured a lien on all of Debtor's assets. As of the Petition Date,
the value of the Debtor's assets was $29,990.00 including the
deposit with the landlord of $3,650.00, for a net value of
$26,340.00. State Bank has not filed a proof of claim. The
schedules of JFP list three obligations to State Bank aggregating
$60,566.00. State Bank shall have an allowed secured claim for the
amount of the net value of JFP's asset of $26,340.00 (the "State
Bank Allowed Secured Claim").
The State Bank Allowed Secured Claim shall be amortized over 5
years with interest at the rate of 6.0% commencing on the January
1, 2023, and paid in equal monthly installments of $510.00
commencing February 1,2032 and continuing on the first day of each
month thereafter until the State Bank Allowed Secured Claim is paid
in full. All underlying loan documents between the Debtor and the
State Bank shall remain in effect and incorporated herein by
reference. State Bank shall retain its lien on the assets of JFP.
Class 3 shall consist of the SBA's allowed claim arising out of an
EIDL loan entitled to secured treatment. The SBA did not file a UCC
statement and the Debtor is uncertain if the SBA asserts that the
obligations to the SBA are secured a lien on the Debtor's assets.
The SBA shall have an allowed unsecured claim for the amount of its
debt. The unsecured claim shall be allowed as part of Class 4 and
treated accordingly.
Class 4 shall consist of the general unsecured claimants of JFP.
The Debtor's schedules disclose unsecured claims totaling
approximately $205,605.00 amongst 11 claimants. The Unsecured
Creditor Class will also include the deficiency claim of State Bank
and the claim of the SBA.
The unsecured creditors shall receive pro-rated distributions from
the projected disposable income of JFP for the 3 year life of the
Plan. Notwithstanding any other provision of the Plan, JFP shall
hold the funds to be paid to General Unsecured Claims 4 in escrow
and not disburse to the General Unsecured Claims until the
conclusion of the Plan, or allowance/disallowance of the claims,
and election rights, of all claimants entitled to participate in
the distribution to the General Unsecured Claims. The claims of
unsecured claimants are impaired and are entitled to vote on this
Plan.
Equity Interest holders are parties who hold an ownership interest
(i.e., equity interest) in the Debtor. The current principal of JFP
shall retain his member interest after confirmation of the Plan.
The source of funds used in this Plan for payments to creditors
shall be the net disposable income of the Debtor for 3 years
resulting from continued, normal business operations of the
Debtor's business. The Debtor shall contribute all net disposable
income toward Plan payments; however, Debtor shall reserve a
portion of the net income to fund a reserve. The Debtor may also
choose the sell equipment or real estate. Further Debtor reserves
the right to pursuing borrowing and investor options for the
payment to the General Unsecured Claims.
A full-text copy of the Small Business Plan dated November 21,
2022, is available at https://bit.ly/3UaoCoW from PacerMonitor.com
at no charge.
Counsel for the Debtor:
David R. Krebs, Esq.
Hester Baker Krebs, LLC
1 Indiana Square, Suite 1600
Indianapolis, IN 46204
Tel: (317) 833-3030
Email: dkrebs@hbkfirm.com
About Johnstone Family Practice
Johnstone Family Practice, LLC filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Ind. Case No. 22-03312) on Aug. 22, 2022,
with up to $1 million in both assets and liabilities. Judge Robyn
L. Moberly oversees the case.
David R. Krebs, Esq., at Hester Baker Krebs, LLC and Potts, Hannah
& Fischer, P.C. serve as the Debtor's legal counsel and accountant,
respectively.
JON CHRISTIAN AMBERSON: 5th Cir. Affirms Arbitrator's Award
-----------------------------------------------------------
In the case styled IN THE MATTER OF: JON CHRISTIAN AMBERSON. JON
CHRISTIAN AMBERSON; JON CHRISTIAN AMBERSON PC; AMBERSON NATURAL
RESOURCES, LLC, Appellants, v. JAMES ARGYLE McALLEN; EL RUCIO LAND
AND CATTLE COMPANY, LLC; SAN JUANITO LAND PARTNERSHIP, LTD.;
McALLEN TRUST PARTNERSHIP, Appellees, Case No. 21-50960, (5th
Cir.), the U.S. Court of Appeals for the Fifth Circuit affirms the
district court's decision upholding the bankruptcy court's
confirmation of an arbitrator's award.
The Debtor-Appellant, Jon Christian Amberson, was and may still be
a practicing lawyer. His former father-in-law is the Appellee,
James Argyle McAllen, a south Texas rancher. McAllen and related
entities own "the 27,000-plus acre McAllen Ranch.
In 2004, McAllen discovered that Forest Oil had secretly been
burying toxic and radioactive waste on his land. Beginning that
same year, McAllen employed Amberson's law firm, Jon Christian
Amberson, P.C., to represent him in the lawsuit against Forest Oil.
Over time, McAllen and the Amberson firm executed three attorney
engagement agreements. Each had language similar to this: "any fee
dispute arising under this agreement and/or the services rendered
for" McAllen by the law firm would be arbitrated.
In January 2015, the Amberson law firm filed suit in Hidalgo County
District Court to compel McAllen to arbitrate a dispute over a
contingency fee related to the Forest Oil litigation. After a
nonsuit and a failed mediation, the Amberson firm refiled its
petition in August 2017. McAllen answered and counterclaimed for
breach of fiduciary duty, fraud, and theft, joining Amberson
individually and Amberson Natural Resources, LLC ("ANR") as
third-party defendants. McAllen also expanded the suit from dealing
only with the law firm's claim for fees relating to the Forest Oil
litigation by counterclaiming for damages relating to the Cannon
Grove transaction.
In October 2017, Amberson filed for summary judgment on the Cannon
Grove claims, raising various affirmative defenses. Simultaneously,
Amberson moved to compel arbitration on all claims except for those
regarding Cannon Grove. After a hearing, the Hidalgo County
District Court in April 2018 ordered all the claims to arbitration
without explanatory analysis. Eight claims among the parties were
then arbitrated. In a lengthy decision issued on April 30, 2020,
the arbitrator awarded McAllen almost $7.3 million and also $2
million in attorneys' fees. Further, Amberson was required to
convey all his Cannon Grove interests to McAllen. Amberson was
awarded nothing. Later, the arbitrator awarded McAllen an
additional $1.75 million.
On May 14, 2020, McAllen moved in Hidalgo County District Court to
confirm the award. On July 20, 2020, the day before a hearing on
the motion, ANR filed a Chapter 11 petition in the Bankruptcy Court
for the Western District of Texas. Three days later, Amberson
himself filed under Chapter 11 in the same court.
In the bankruptcy court, McAllen sought confirmation of the entire
award and Amberson sought vacatur of the part of the award relating
to Cannon Grove. The bankruptcy court concluded that the only
procedure for challenging an order compelling arbitration was by
seeking immediate review through a writ of mandamus, making it too
late to present that argument in a motion to vacate part of the
award. Amberson appealed to the district court, which affirmed the
bankruptcy court's confirmation of the arbitrator's award. Amberson
then timely appealed.
On appeal, Amberson makes no complaint about any part of the
arbitrator's award except for the portion based on the Cannon Grove
claim. He argues that McAllen's counterclaim regarding the Cannon
Grove tax matter was not subject to the arbitration agreements.
First, he relies on the fact that the agreements were between
McAllen and Amberson's law firm, while the parties to the Cannon
Grove transaction were McAllen and Amberson's company, ANR. Second,
even if an alter-ego relation is shown among the Amberson parties,
Amberson insists that the Cannon Grove tax transaction is beyond
the scope of arbitration agreements that solely related to fee
disputes between client and law firm.
The only determination so far as to whether the agreement applied
to the Cannon Grove claim was by the Hidalgo County District Court
when the court compelled arbitration. In brief, in the Cannon Grove
transaction, Amberson borrowed $4.5 million from McAllen in 2009 to
purchase a 90% interest in that property, but in 2014 he claimed
the money had been a gift. The question is whether that dispute is
intertwined with the rest of the arbitration.
The Court finds that "Amberson misappropriated funds from McAllen
during the course of the years-long Forest Oil litigation. Claims
for recovery of those funds clearly were arbitrable. One of the
events discussed by the arbitrator occurred in 2012 when McAllen
satisfied a $2 million loan made by First Community Bank to
Amberson's law firm. Amberson falsely informed McAllen that the
loan had been for Forest Oil litigation expenses. It is undisputed
that McAllen borrowed the $2 million from Bank of America, using
Cannon Grove as collateral. The arbitrator found Amberson had
obtained other financial assistance from McAllen, including a
pledge of over $2 million in 2011 as collateral in order for
Amberson to get a different bank loan, again by misrepresenting the
money was needed for the litigation."
The Court sees no basis for treating each of Amberson's fraudulent
interactions with McAllen as isolated events. The Court determines
that "Amberson received substantial funds from McAllen by falsely
claiming they were for the Forest Oil litigation. McAllen's
payments ostensibly for the litigation were used for other
purposes. Cannon Grove itself was key to one of the improper
payments. Amberson improperly obtained or retained money from
McAllen, using different stratagems at different times, falsely
identifying their purpose and their necessity. Also relevant is
that the arbitrator held that Amberson individually, his law firm,
and ANR formed a civil conspiracy to misappropriate McAllen's
funds. Refusing to return the Cannon Grove money was one act of
misappropriation that benefitted those conspirators."
The Court concludes that the facts surrounding the Cannon Grove
claim "touch matters that are covered by, have a significant
relationship to, are inextricably enmeshed with, or are factually
intertwined with the contract that contains the arbitration
agreement," which makes them arbitrable. The Court finds and
concludes that the arbitration agreement for the Forest Oil
litigation was properly applied to the Cannon Grove claim too.
A full-text copy of the Decision dated Nov. 18, 2022, is available
at https://tinyurl.com/4e3xzfmj from Leagle.com. Circuit Judge
Leslie H. Southwick penned the decision.
Jon Christian Amberson sought voluntary Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Case No. 20-51324) on July 23, 2020.
He is represented by Scott Lawrence, Esq.
K STREET LLC: Seeks to Hire The Burns Law Firm as Counsel
---------------------------------------------------------
K Street, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Columbia to employ The Burns Law Firm, LLC as its legal
counsel.
The firm's services include:
(a) providing the Debtor with legal advice concerning its powers
and duties and assisting from a bankruptcy necessity any ancillary
litigation ongoing with the Debtor;
(b) preparation of legal papers;
(c) filing and prosecution of adversary proceedings against
necessary parties adverse to the Debtor or its estate;
(d) preparation of disclosure statement or plan of
reorganization;
(e) other necessary legal services.
The firm will be paid at these rates:
Partners $495 per hour
Associates $355 per hour
Paralegals $295 per hour
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
John Burns, Esq., a partner at The Burns Law Firm, 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:
John D. Burns, Esq.
The Burns Law Firm, LLC
6303 Ivy Lane; Suite 102
Greenbelt, MD 20770
Tel: (301) 441-8780
Email: info@burnsbankruptcyfirm.com
About K Street LLC
Washington, DC-based K Street, LLC is a single asset real estate
(as defined in 11 U.S.C. Sec. 101(51B)).
K Street filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.D.C. Case No. 22-00198) on Oct. 25, 2022,
with between $10 million and $50 million in assets and between $1
million and $10 million in liabilities. Habte Sequar, president and
member, signed the petition.
Judge Elizabeth L. Gunn oversees the case.
The Debtor is represented by John D. Burns, Esq., at The Burns Law
Firm, LLC.
KALBARRI AUSTRALIA: $4MM Sale to Woodhill Acquisitions to Fund Plan
-------------------------------------------------------------------
Kalbarri Australia, LLC filed with the U.S. Bankruptcy Court for
the Western District of Tennessee a Disclosure Statement describing
Plan of Liquidation dated November 17, 2022.
The Debtor was formed as a Florida limited liability company on
June 14, 2016. At the time of its formation, it was managed by
Timothy Majors.
On July 5, 2017, Timothy Majors, as Seller, and Logistics
Resources, LLC-S Series Memphis ("Logistics Memphis"), an Indiana
Series limited liability company, as purchaser, entered into a Unit
Purchase and Sale Agreement whereby Logistics Memphis purchased the
sole membership interest in the Debtor. The principal asset of the
Debtor is the real property commonly known as 4242 B F Goodrich
Blvd, Memphis, Tennessee (the "Real Property"), which is an
industrial property containing approximately 121,000 square feet.
The Debtor has put forth significant time, effort and expense in
seeking to resolve all disputes with Woodhill Acquisitions LLC
consensually and without the necessity of extensive litigation. On
November 8, 2022, the Debtor and Woodhill entered into the Woodhill
Settlement by the Settlement and Plan Support Agreement, which
incorporated a certain Real Estate Purchase Agreement of the same
date.
The Woodhill Settlement is the foundation and means for
implementing the Plan. The Debtor has agreed to present Woodhill as
the purchaser of the Real Property through the Sale under the Plan.
The purchase price for the Sale is $4,365,549.05, and those
proceeds will pay all administrative expenses, including the United
States Trustee fees, satisfy in full the secured debts of Simmons
Bank, the City of Memphis, and the Shelby County Trustee, establish
a $25,000 Disputed Claims Reserve, and return equity to the
Debtor's sole member.
The Woodhill Settlement requires the Plan and Confirmation Order to
include the following legal protections: (i) the Sale is free and
clear of any and all interests in, or encumbrance on, the Real
Property, (ii) Woodhill is a good faith purchaser, (iii) the
assumption and assignment of the unexpired leases on the Real
Property, and (iv) the exculpation of the Debtor, Woodhill, and
their respective predecessors, successors, affiliates, estate,
heirs, administrators, executors, agents, officers, trustees
employees, directions and assigns for any acts and actions takin in
this Chapter 11 Case.
The Woodhill Settlement contains mutual releases and covenants not
to sue between Woodhill and the Debtor that become effective on the
Effective Date of the Plan. For the avoidance of doubt, the
releases contained in the Woodhill Settlement do not contain any
nonconsensual third party releases. Woodhill supports the approval
of this Disclosure Statement, the confirmation of Plan, and entry
of the Confirmation Order.
Class 1 consists of the Secured Claim of Shelby County Trustee. The
Shelby County Trustee has an allowed secured claim in the amount of
$78,412.32, as evidenced by Proof of Claim No. 1. The claim of
Class 1 shall be paid in full at Closing of the Sale.
Class 2 consists of the Secured Claim of the City of Memphis. The
City of Memphis has an allowed secured claim in the amount of
$198,594.81, as evidenced by Proof of Claim No. 2. The claim of
Class 2 shall be paid in full at Closing of the Sale.
Class 3 consists of the Secured Claim of Simmons Bank. Simmons Bank
has an allowed secured claim in the amount of $2,057,205.36, as
evidenced by Proof of Claim No. 3. The claim of Class 3 shall be
paid in full at the Closing of the Sale.
Class 4 consists of the Claims of Woodhill. Woodhill filed the
Woodhill Complaint, asserting claims against the Debtor. The claim
of Class 4 shall be entitled to the treatment provided for in the
Woodhill Settlement, which principally consists of acquiring the
Real Property at the Sale.
Class 5 consists of General Unsecured Claims. This Class shall
consist of the holders of all Unsecured Claims against the Debtor
not otherwise classified. The Debtor is not aware of any Allowed
Unsecured Claims, does not anticipate the filing of any proofs of
claim by the Claims Bar Date, and to the extent any unsecured claim
is filed, will dispute such claim. To the extent any proofs of
claim are filed by the Bar Date and become Allowed Claims, such
Allowed Claims shall be entitled to participate pro rata in any
distributions from the Disputed Claim Reserve.
Class 6 consists of the Membership Interest of the Debtor. This
Call consists of all membership interests in the Debtor. Logistics
Resources LLC-S Series Memphis is the sole member of the Debtor.
The membership interest of Class 6 shall be entitled to the
proceeds of (A) the Sale at its Closing after payment of (i)
Administrative Expenses, (ii) the Allowed Claims of Classes 1, 2,
and 3, and (iii) the establishment of the Disputed Claim Reserve,
(B) any residual assets of the Disputed Claim Reserve after
distribution to Allowed Claims in Class 5, if any, (C) the Rights
of Actions, and (D) any residual property of the estate not
expressly distributed to another Class under the Plan.
The Plan is being funded by the Sale of the Real Property pursuant
to the Woodhill Settlement, which will generate a purchase price
sufficient to satisfy all Allowed Claims, fund the Disputed Claims
Reserve, and make a distribution to Allowed Interests.
A full-text copy of the Disclosure Statement dated November 17,
2022, is available at https://bit.ly/3AJqMot from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
BUTLER SNOW LLP
Adam M. Langley, Esq.
6075 Poplar Avenue, Suite 500
Memphis, TN 38119
(901) 680-7200
(901) 680-7201 facsimile
Email: adam.langley@butlersnow.com
About Kalbarri Australia
Kalbarri Australia, LLC, a Memphis-based company, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn.
Case No. 22-23562) on Aug. 25, 2022. In the petition filed by
George X. Canno, manager, the Debtor disclosed between $1 million
and $10 million in both assets and liabilities.
Judge Denise E. Barnett oversees the case.
The Debtor tapped Adam M. Langley, Esq., at Butler Snow, LLP as
bankruptcy counsel, and G. Gregory Voehringer, Esq., at Voehringer
Law Firm, PC as special counsel.
LEADING LIFE: Court OKs Cash Collateral Access, DIP Loan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Leading Life Senior Living, Inc. to use
cash collateral in accordance with the budget, with a 10% variance,
and obtain post-petition financing, on an interim basis.
The Debtor has a fiduciary duty to protect and maximize its estate
assets and has an immediate need to obtain the DIP Facility.
The Debtor is permitted to obtain a senior secured super-priority
term loan from a special purpose vehicle affiliated with Berkeley
Alternative Income Fund I, LLC with a special purpose vehicle
affiliated with BAIF as the administrative and collateral agent and
granting adequate protection to the Debtor's prepetition secured
creditor, UMB Bank, N.A., as indenture trustee.
The DIP Facility is a senior secured super-priority delayed draw
term loan facility in an aggregate principal amount of up to an
amount determined, after consultation with the CRO and the Trustee,
in the sole discretion of the DIP Lender and, if such amount
exceeds $2.275 million with the consent of the Trustee, based upon
the Debtor's liquidity needs. The DIP Loan is a delayed draw term
loan and shall not be a revolving credit facility. Therefore, the
DIP Loan will not be available to be re-borrowed. The Commitment
will be made (but not funded to the Debtor) in two draws: (1) in
the initial amount of $1 million, as approved by the Bankruptcy
Court, occurring on the day an interim order is entered (or on such
later date as mutually agreed between the Debtor, the DIP Agent,
and the Trustee, which shall not be more than five business days
following the Petition Date); and (2) an additional undrawn DIP
Loan, subject to the Funding Request, occurring on the day the
Final Order is entered (or on such later date as mutually agreed
between the Debtor, the DIP Agent, and the Trustee). The DIP Loan
will be funded on a weekly basis beginning on the first Monday
after entry of the Interim Order, with the exception of the day of
the entry of the Interim Order, in which case funding will occur on
that day.
The Debtor is obligated to UMB Bank, N.A, solely in its capacity as
trustee under the Indenture for the benefit of the beneficial
holders of the Bonds authorized and issued by the Oklahoma
Development Finance Authority, pursuant to that certain Trust
Indenture, dated as of December 1, 2017 by and between the Issuer
and the Trustee. Pursuant to the Indenture, Issuer issued $30.275
million aggregate principal amount of Revenue Bonds consisting of:
(i) $14.640 million Senior Living Revenue Bonds (Leading Life
Senior Living, Inc. - Autumn Leaves Project) Series 2017A-1 (the
"Series 2017A1 Bonds"); (ii) $3.240 million Senior Living Revenue
Bonds (Leading Life Senior Living, Inc. - Autumn Leaves Project)
Taxable Series 2017A-2; and (iii) $12.395 million Senior Living
Revenue Bonds (Leading Life Senior Living, Inc. - Autumn Leaves
Project) Second Tier Series 2017B.
As of the Petition Date, the amounts due and owing by the Debtor
with respect to the Bonds and the obligations under the Bond
Documents are as follows:
i. Unpaid principal on the Bonds in the amount of $29.680
million;
ii. Accrued but unpaid interest on the Bonds in the amount of
$3.249 million as of November 17, 2022;
iii. unliquidated, accrued and unpaid fees and expenses of the
Trustee and its professionals incurred through the Petition Date.
Such amounts, when liquidated, will be added to the aggregate
amount of the Bond Claim; and
iv. $254,444, as of November 14, 2022, in connection with funds
advanced to the Bond Trustee by Berkeley Capital Partners, LLC, or
its designee, as participating bondholder, under a Liquidity
Support Facility and Backstop Reimbursement Agreement, dated as of
April 6, 2022, and as amended by the First Amendment to the
Liquidity Support Facility and Backstop Reimbursement Agreement,
dated as of November 2, 2022, to provide additional liquidity to
the Debtor.
As adequate protection of the interests of the Trustee in the
Collateral, the Debtor will grant to the Trustee additional valid
and perfected replacement security interests in, and liens on the
Collateral, which will be senior to any and all other
administrative expense claims, but junior only to the Carve-Out
Reserve and DIP Liens. To the extent of a diminution in value and
subject to the Carve-Out Reserve and the DIP Claims, the Trustee,
will be granted pursuant to Sections 503(b) and 507(b) of the
Bankruptcy Code, an allowed super-priority administrative expense
claim in the Case with respect to the Debtor and any successor
cases, which will have priority in the Case under sections
363(c)(1), 503(b) and 507(b) of the Bankruptcy Code and otherwise
over all administrative expense claims and unsecured claims against
the Debtor and its estate, junior only to the Carve Out Reserve,
the DIP Liens, and the DIP Claims.
These events constitute an "Event of Default:"
a. Failure to meet any of the Milestones absent the written
consent and agreement of the DIP Agent and Trustee.
b. Failure to obtain entry of the Interim Order by the 5th
business day following the Petition Date absent the consent and
written agreement of the DIP Agent and Trustee;
c. Failure to obtain entry of the Final Order by the 45th day
following the Petition Date, absent the consent and written
agreement of the DIP Agent and Trustee;
d. Failure to comply with the terms of the Interim Order or
the Final Order;
e. Failure to comply with the Budget (subject to any permitted
variances);
f. Failure of the Debtor to perform (or to cause the
performance of, as applicable), any term, provision, condition,
covenant, or obligation under any DIP Documentation and such
failure not being remedied within five business days; provided that
the foregoing grace period will not apply to (a) entry of a Final
Order and (b) failure to meet any of the Milestones, subject to any
written extension granted in the discretion of the DIP Agent and
the Trustee;
g. So long as the Commitment remains below $2.275 million or
such higher amount as agreed to by the Trustee, without the consent
of the DIP Agent, the filing of any motion by the Debtor seeking
approval of (or the entry of an order by the Bankruptcy Code
approving) adequate protection to the Trustee that is inconsistent
with the Term Sheet or the DIP Order;
h. The filing of any motion by the Debtor seeking to obtain
credit or incur indebtedness, or the obtaining of credit and
incurrence of indebtedness, by any Debtor that is: (i) secured by a
security interest, mortgage or other lien on all or any portion of
the Collateral which is equal or senior to any security interest,
mortgage, or other lien in favor of the DIP Agent described in this
Term Sheet or equal or senior to any security interest, mortgage,
or other lien in favor of the Trustee, or (ii) entitled to
administrative priority status which is equal or senior to the DIP
Claims (other than the Carve-Out Reserve and the break-up fee and
expense reimbursement under the APA) described in the Term Sheet;
i. The filing or commencement of any action or proceeding
(other than an action to enforce the Debtor's rights under any
breach of the DIP Facility, DIP Documents or orders of the
Bankruptcy Court) against the Trustee or the DIP Agent by or on
behalf of the Debtor or any of the Debtor's affiliates or any of
their respective shareholders or agents;
j. The filing or commencement of any action or proceeding for
authority to recover by any person from the Collateral or any
adequate protection liens granted with respect thereto for any
costs of preservation or disposition thereof under section 506(c)
of the Bankruptcy Code or authorizing the use of cash collateral
without consent in writing by the DIP Agent and the Trustee.
k. Institution or support of any judicial proceeding by the
Debtor seeking to challenge the validity of any portion of the DIP
Documentation, the DIP Loans, the Bond Documents, and the related
obligations, or the applicability or enforceability of same, or
which seeks to void, limit, subordinate or otherwise adversely
affect any security interest or lien created by or in relation to
the DIP Documentation, the Prepetition Loan Agreement, or any
payment pursuant thereto;
l. Any lien or security interest purported to be created under
the DIP Documentation or the Bond Documents will cease to be, or
shall be asserted by the Debtor not to be, a valid and perfected
lien on or security interest in any of the Collateral, with the
priority set forth in the Term Sheet and in the related loan
documents;
m. Entry of one or more orders by the Court granting relief
from or modifying the automatic stay to allow any one or more
creditors to execute upon or enforce liens on or security interests
in any assets of the Debtor (other than with respect to those
Debtor for which the DIP Agent and the Trustee provide prior
written consent to such relief);
n. A breach by the Debtor of any of their respective material
post-petition obligations under the DIP Facility and/or DIP
Documentation, including, without limitation, any obligations
arising under any post-petition letter of credit facility;
o. Reversal, vacatur, amendment or modification (without the
consent of the DIP Agent), for a period in excess of five days, of
the Interim Order or Final Order;
p. Dismissal of the Debtor's Case, conversion of any such Case
to a chapter 7 case, or the appointment of a chapter 11 trustee or
of an examiner or responsible officer (in any such case with
expanded powers relating to operation of the business) and the
relevant order therefor will not be reversed or vacated within 10
days;
q. Unless otherwise approved by the DIP Agent, the entry of an
order providing for a change of venue with respect to the Case and
such order will not be reversed or vacated within 10 days;
r. Any material misrepresentation of fact made in writing by
the Debtor to the DIP Agent regarding the financial condition of
the Debtor, or, the nature, extent, location or quality of any
Collateral, or the disposition or use of any Collateral; or
s. Failure of the Debtor to comply with any covenant therein.
A final hearing on the matter is set for December 19 at 1:30 p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3F105hN from PacerMonitor.com.
The budget provides for total operating cash flow, on a weekly
basis, as follows:
$222,120 for the week ending November 18, 2022;
$79,700 for the week ending November 25, 2022;
$275,800 for the week ending December 2, 2022;
$192,700 for the week ending December 9, 2022;
$10,200 for the week ending December 16, 2022;
$163,300 for the week ending December 23, 2022;
$275,800 for the week ending December 30, 2022;
$192,700 for the week ending January 6, 2023;
$10,200 for the week ending January 13, 2023;
$163,300 for the week ending January 20, 2023;
$27,200 for the week ending January 27, 2023;
$102,800 for the week ending February 3, 2023; and
$646,623 for the week ending February 10, 2023.
About Leading Life
Leading Life Senior Living, Inc. 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.
Leading Life Senior Living, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No.
22-42784) on November 18, 2022. In the petition signed by Joseph V.
Pegnia as chief restructuring officer, the Debtor disclosed up to
$10 million to $50 million in assets and up to $10 million to $50
million in liabilities.
Ferguson, Braswell, Fraser, Kubasta PC is the Debtor's counsel.
Omni Agent Solutions is the Debtor's claims agent.
LIFEPOINT HEALTH: Moody's Alters Outlook on 'B2' CFR to Negative
----------------------------------------------------------------
Moody's Investors Service affirmed all ratings of LifePoint Health,
Inc. The ratings affirmed include the B2 Corporate Family Rating,
the B2-PD Probability of Default Rating, the B1 senior secured
ratings and the Caa1 senior unsecured ratings. Moody's revised the
outlook to negative from positive.
The affirmation of the ratings reflects Moody's view that LifePoint
Health will continue to face headwinds that will keep leverage
elevated for the next 12-18 months, but should see leverage
improvement as volumes improve and labor pressures subside later in
fiscal year 2023 and 2024. Moody's calculates leverage to be
roughly 6.5x pro forma for the acquisition, forecasting leverage to
decline to under 6.0x by 2024. Moody's also anticipates that
capital expenditures will decline as IT upgrades and existing
facility improvements are completed. The acquisition of Springstone
Behavioral Health adds diversity as behavioral currently represents
less than 5% of revenue, but also further builds on the higher
margin and faster growing segment. Moody's anticipates margins will
improve resulting from a lower use of contract labor in 2023 and
change in mix with the higher margin behavioral health and
rehabilitation segments comprising roughly 20% of revenue pro forma
for the acquisition.
The negative outlook reflects Moody's expectation that the
company's leverage will remain elevated for the next 12-18 months
given labor pressures and inflation contributing to margin
compression. Additionally, rising interest rates will result in
higher interest expense and lower free cash flow. While Moody's
expects LifePoint will be able to extend its ABL, there is rising
refinancing risk with the ABL due in November 2023.
Affirmations:
Issuer: LifePoint Health, Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured Term Loan B, Affirmed B1 (LGD3)
Senior Secured Notes, Affirmed B1 (LGD3)
Senior Unsecured Notes, Affirmed Caa1 (LGD5)
Outlook Actions:
Issuer: LifePoint Health, Inc.
Outlook, Changed To Negative From Positive
RATINGS RATIONALE
LifePoint's B2 CFR reflects the company's high financial leverage,
with debt to EBITDA at 6.5x pro-forma for the Springstone
transaction. Moody's believes LifePoint's combination of acute
care, rehabilitation and behavioral health translates into a strong
organic growth profile with many opportunities for expansion with
acute care hospitals serving as referral source to its other
business lines. Moody's expects improvement in LifePoint's leverage
and cash flow as labor pressures improve, especially with a decline
in the use of contract labor and change in segment mix with a
higher percentage of behavioral health that carries higher margins.
LifePoint's rating is supported by the company's large scale and
good geographic diversity.
Moody's believes that LifePoint will maintain good liquidity for
the next year. The company has $475 million of cash as of September
30, 2022. Moody's anticipates LifePoint will generate negative cash
flow for the next 12-18 months but should improve in 2024. The
company's $800 million ABL revolver (unrated) is fully available
less about $50 million of LOCs as of September 30, 2022. Moody's
anticipates LifePoint will be able to extend the ABL revolver, but
there is rising refinancing risk as it is due in November 2023.
Absent the revolver, the company has a favorable maturity profile,
with no other maturities due before 2025.
ESG considerations have a highly negative impact on LifePoint's
rating (CIS-4). This reflects LifePoint's highly negative credit
exposure to social risk considerations (S-4) and governance risk
considerations (G-4). As a healthcare provider, LifePoint is
exposed to highly negative social risks that are inherent in the
hospitals sector. As a healthcare services provider, responsible
production, which considers the company's potential liability
related to patient care, is a key risk consideration. In addition,
LifePoint has a highly negative exposure to human capital, as the
company relies on highly specialized labor to provide its services.
The company is also exposed to changes in reimbursement rates by
its payors, which include government payors, as well as a push
towards reducing overall healthcare costs. Governance risk
considerations are highly negative driven by an aggressive
financial strategy and private equity ownership.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if LifePoint returns to organic growth,
improves profitability, and maintains balanced financial policies.
Ratings could be upgraded if debt/EBITDA is sustained at 5 times.
Ratings could be downgraded if integration issues arise or if the
operating environment weakens significantly including ongoing
margin pressure. Ratings could be downgraded if financial policies
became more aggressive including debt-financed dividends or
leveraging acquisitions. Ratings could also be downgraded if the
company's liquidity profile were to erode. Quantitatively ratings
could be downgraded if debt/EBITDA was sustained above 6 times.
LifePoint Health, Inc., headquartered in Brentwood, Tennessee, is
an operator of general acute care hospitals, community hospitals,
regional health systems, physician practices, outpatient centers
and post-acute care facilities in non-urban markets. Inclusive of
Springstone, the company operates 62 community hospitals in 30
states, approximately 30 rehabilitation facilities and 20
behavioral health hospitals, and 200 outpatient centers under the
private ownership of funds affiliated with Apollo Global
Management, LLC. Revenues are approximately $8.5 billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
LITTLE WASHINGTON: Unsecureds to Get $250,000 & Litigation Proceeds
-------------------------------------------------------------------
Little Washington Fabricators, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania a Disclosure
Statement describing Plan of Reorganization dated November 17,
2022.
The Debtor is a larger metal fabricator which provides
miscellaneous and structural steel for construction projects. The
Debtor opened in 2012 in Gordonville, Pennsylvania with a small
shop, 4 employees and one truck.
Starting in April 2020, as a result of the Covid-19 pandemic, the
Debtor began experiencing severe price escalations to its supplies.
This put the Debtor behind on many payments to its suppliers and
the subcontractors that it employed. Consequently, the Debtor began
coming up short on projects.
To further complicate the Debtor's precarious financial situation,
in late 2021, the Debtor learned that Jonas Stoltzfus, an employee,
shareholder and former manager of the Debtor, engaged in conduct
that resulted in the mismanagement of the Debtor. The Debtor
estimates that Stoltzfus conduct has caused over $2,000,000 in
damages to the Debtor. The Debtor's estimation of damages may
increase or decrease as the Stoltzfus Litigation proceeds through
discovery.
As of the Petition Date, the Debtor has seen its revenue grow and
has been paying its debts and when they become due. As of September
2022, the Debtor has received new work in the approximate amount of
$1,080,720.00 and believes it will be able to fund its Plan from
the collection of its receivables, the generation of new work,
collection from the Stoltzfus Litigation and the capital
contribution from Douglas L. Howe. The Debtor has commenced
litigation against companies for nonpayment.
Class 1 consists of Allowed Unsecured Claims. Class 1 is impaired.
Class 1 Claims are estimated at $4,893,012.92, though the Debtor
has indicated the number may decrease based upon any right to
setoff the Debtor may have against certain general contractor's
claims. To the extent that the Debtor has a right to setoff against
any claim, the Debtor reserves such right. The Class 1 Claims will
receive a guaranteed minimum of $250,000.
In addition, the Class 1 claims will receive 50% of the Stoltzfus
Litigation Recovery which amounts shall exclude all legal fees and
costs incurred in the prosecution of the Stoltzfus Litigation.
Class 2 Claim consists of the holders of ownership interest in the
Debtor. The Class 2 Claim is impaired. All current interests,
equity or common stock in the Debtor shall be extinguished. The
Debtor shall issue new interests in the Debtor to Douglas L. Howe
in exchange for the capital contribution of $50,000.00 consistent
with the Plan Budget. In addition, upon confirmation of the Plan,
Douglas L. Howe has agreed to waive 100% of his claim against the
Debtor in the amount of $423,849.00.
The Debtor's Plan shall be funded by the capital contribution of
$50,000.00 from the Debtor's principal, Douglas L. Howe, the
Debtor's operations and new work obtained by the Debtor; and 50% of
the Stoltzfus Litigation Recovery.
A full-text copy of the Disclosure Statement dated November 17,
2022, is available at https://bit.ly/3OxLEol from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Albert A. Ciardi III, Esq.
Nicole M. Nigrelli, Esq.
Ciardi Ciardi & Astin
1905 Spruce Street
Philadelphia, PA 19103
Tel.: (215) 557-3550
Fax: (215) 557-3551
Email: aciardi@ciardilaw.com
nnigrelli@ ciardilaw.com
About Little Washington Fabricators
Little Washington Fabricators, Inc., a company in Wagontown, Pa.,
filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-10695) on March 22,
2022, with as much as $10 million in both assets and liabilities.
Douglas L. Howe, president, signed the petition.
Judge Patricia M. Mayer presides over the case.
The Debtor tapped Albert A. Ciardi III, Esq., at Ciardi Ciardi &
Astin as bankruptcy counsel. Eastburn and Gray, PC, McNees Wallace
& Nurick, LLC and Costigan Law, PLLC serve as special counsels.
LOUISVILLE PROCESSING: Dinsmore Advises Republic Bank, United Fire
------------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Dinsmore & Shohl LLP submitted a verified statement
disclosing that it is representing multiple parties in the Chapter
11 cases of Louisville Processing & Cold Storage, Inc.
The name and addresses of the Parties represented by Dinsmore are:
a. A& Trust Co.
601 W Market Street
Louisville KY 40202
b. United Fire Group
118 2nd Ave SE
Cedar Rapids, IA 52401
Dinsmore represents the Parties in their capacity as creditors and
parties-in-interest.
Each party separately requested that Dinsmore serve as its counsel
in connection with this Chapter 11 case. Each party is aware of,
and has not objected to, Dinsmore's simultaneous representation of
the other Parties in this proceeding.
Dinsmore may undertake additional representations of other parties
in interest in these Chapter 11 cases and Dinsmore reserves the
right to revise and supplement this Verified Statement as
appropriate.
Counsel for United Fire Group and Republic Bank & Trust Co. can be
reached at:
Tyler Powell, Esq.
DINSMORE & SHOHL LLP
100 West Main Street, Suite 900
Lexington, KY 40507
Tel: (859) 425-1000
Fax: (859) 425-1099
E-mail: tyler.powell@dinsmore.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3OCSPM0 from PacerMonitor.com.
About Louisville Processing & Cold Storage, Inc.
Louisville Processing & Cold Storage, Inc. is a one-stop USDA
processing and cold storage service offering USDA Processing,
Co-pack and Private Label Processing services, Fully Cooked
Operations (dry, smoke, steam), and long term or short term
refrigerated and frozen storage. Its sole shareholder is David
Phillips.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Ky. Case No. 22-31479) on August 3,
2022. In the petition signed by David Phillips, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird LLP, is the
Debtor's counsel.
MED PARENTCO LP: US$360M Bank Debt Trades at 17% Discount
---------------------------------------------------------
Participations in a syndicated loan under which MED ParentCo LP is
a borrower were trading in the secondary market around 83.3
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$360 million facility is a term loan. The loan is scheduled
to mature on August 30, 2027. The amount is fully withdrawn and
outstanding.
MED ParentCo., LP. (MyEyeDr) provides management services to
MyEyeDr. O.D. optometrists and their practices. MyEyeDr practices
offer vision care services, prescription eyeglasses and sunglasses,
and contact lenses. MyEyeDr has been controlled by affiliates of
Goldman Sachs Merchant Banking Division since August 2019.
MENACHEM LAND: Unsecureds Will Get 100% of Claims in Sale Plan
--------------------------------------------------------------
Menachem Land, LLC filed with the U.S. Bankruptcy Court for the
Central District of California a Disclosure Statement and Plan of
Reorganization dated November 22, 2022.
The Debtor is organized as a limited liability company. The Debtor
conducted 100% of its business activity in Los Angeles, California
since January 1, 2018. Before this case was commenced on August 24,
2022, the Debtor was in the business of developing real estate.
The Debtor is the owner of fee title to certain real property
located in the Counties of Riverside and San Bernardino Counties
consisting of approximately 590 acres, 5 lots of vacant land in San
Bernardino County and thirteen (11) vacant lots in Riverside
County.
The Debtor has attempted to obtain necessary governmental approvals
for development of a multi-purpose development in conjunction with
a third party, MJM Ventures, Inc. since 2018. An intervening
lawsuit for partial eminent domain and the effects of Covid delayed
that process. In April 2022 a trust deed holder filed foreclosure
on the Debtor's property in Riverside and San Bernardino Counties.
The Debtor attempted to sell the Property to pay this debt but was
unsuccessful in time to stop the foreclosure. This bankruptcy
followed.
The Debtor is escrow with Richtop Property Management, Inc. dba
R.P.M., to sell this property together with certain other property
located adjacent to the Subject Property for the total sum of
$4,238,000 in an all cash sale. These proceeds are not allocated
between the properties, but based upon the Debtor's opinion it
allocates the sum of $1,300,000 for the Subject Property in this
sale.
The Debtor has obtained a buyer for the Property in a sale
scheduled to close late in 2022 and in an amount sufficient to pay
all secured, administrative, priority and unsecured claims in full.
The sale is contingent upon approval of the sale by this Court and
by the Bankruptcy Court for the adjoining property owner. MJM
Ventures Inc. in the Chapter 7 proceeding. The sale is an all cash
sale.
The Plan provides for the liquidation of all, or substantially all,
of the property of the estate.
Class #2b consists of General unsecured claims. Each claimant in
Class #2b will be paid 100% of its claim beginning the first
relevant date after the effective date. The amount each claimant
receives depends on the total amount of allowed claims in this
class. Claimants are entitled to vote to reject or accept the Plan.
Unsecured Creditors include Leodis Matthews with $5,000 amount of
claim and Zhong Law Firm with $2,000 amount of claim.
Under the Plan, Shareholders simply retain their shares of stock.
A full-text copy of the Disclosure Statement dated November 22,
2022, is available at https://bit.ly/3VcnYZk from PacerMonitor.com
at no charge.
Attorney for the Debtor:
The Law Offices of Stephen R. Wade
Stephen R. Wade, Esq.
405 N. Indian Hill Blvd.
Claremont, CA 91711
Telephone: (909) 985-6500
Email: srw@srwadelaw.com
About Menachem Land LLC
Menachem Land LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14634) on Aug. 25,
2022. In the petition filed by Jane Un, as managing member, the
Debtor reported assets and liabilities between $1 million and $10
million each.
Stephen R Wade, of The Law Offices of Stephen R Wade, is the
Debtor's counsel.
MONTROSE MULTIFAMILY: Hires Tran Singh LLP as Legal Counsel
-----------------------------------------------------------
Montrose Multifamily Members, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Tran Singh, LLP as their legal counsel.
The firm's services include:
(a) advising the Debtors with respect to their powers and duties
in the continued management and operation of their businesses and
properties;
(b) advising and consulting on the conduct of the Debtors'
Chapter 11 cases, including all of the legal and administrative
requirements of operating in Chapter 11;
(c) attending meetings and negotiating with representatives of
creditors and other parties in interest;
(d) taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which they are involved, including objections to claims filed
against the estates;
(e) preparing legal papers;
(f) representing the Debtors in connection with obtaining
authority to continue use of cash collateral and post-petition
financing;
(g) advising the Debtors in connection with any potential sale
of their assets;
(h) taking any necessary actions on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a Chapter 11 plan and all related documents;
(i) performing all other necessary legal services for the
Debtors.
The firm will be paid at these rates:
Attorneys $350 to $500 per hour
Paraprofessionals $85 to $95 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Tran Singh received the sum of $85,000 as a pre-bankruptcy
retainer. The Debtors will pay the firm a post-petition retainer in
the amount of $120,000.
Susan Tran, Esq., an attorney at Tran Singh, 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:
Susan Tran Adams, Esq.
Tran Singh, LLP
2502 La Branch Street
Houston TX 77004
Telephone: (832) 975-7300
Facsimile: (832) 975-7301
Email: stran@ts-llp.com
About Montrose Multifamily Members
Montrose Multifamily Members, LLC owns and manages 14 multi-family
apartment complexes in the Montrose neighborhood of Houston, Texas.
Montrose and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90323)
on Oct. 4, 2022. In the petition signed by its managing partner,
Christopher Bran, Montrose disclosed up to $10 million in both
assets and liabilities.
Judge David R. Jones oversees the cases.
Susan Tran Adams, Esq., at Tran Singh, LLP, is the Debtors' legal
counsel.
MTPC LLC: Unsecureds' Recovery "Unknown" in Proton Therapy Plan
---------------------------------------------------------------
The Proton Therapy Center, LLC ("PCPTK"), a Debtor Affiliate of
MTPC, LLC, filed with the U.S. Bankruptcy Court for the Middle
District of Tennessee a Disclosure Statement for the Chapter 11
Plan dated November 21, 2022.
PCPTK is a Tennessee limited liability company that was organized
in 2010. The majority member of PCPTK is Provision Trust, Inc., a
Tennessee nonprofit corporation ("Provision Trust").
In May 2010, the Debtor received a Certificate of Need ("CON") from
the State of Tennessee. The Debtor is located in an 88,000
square-foot building on the campus of the Provision CARES Cancer
Center at Dowell Springs, a comprehensive healthcare campus
focusing on cancer treatment, patient care, research, and
education. The Debtor is a freestanding center with three active
treatment rooms including one fixed beam and two gantries.
The Debtor entered this Chapter 11 Case guided by goals of
preserving value and maximizing value. The Debtor successfully sold
substantially all its tangible Assets. The Debtor's Plan is
proposed to distribute the remaining proceeds from that sale and to
create a Liquidation Trust to liquidate all other assets, including
Causes of Action, and to administer and resolve any outstanding
claims in an effort to maximize the value of its Assets and create
the greatest return to the Debtor's creditors.
The Debtor engaged with a number of interested parties and
ultimately selected Covenant Health as a stalking horse bidder
under the Bid Procedures. The Debtor held an auction on November
30, 2021. Covenant Health was selected as the successful bidder at
the auction and on December 2, 2021, the Debtor filed a notice of
successful bid. Pursuant to the Sale Order and Supplemental Order,
the Debtor and Covenant Health closed the Sale Transaction on July
19, 2022, and Covenant Health funded the purchase price under the
terms of the asset purchase agreement dated as of January 21, 2022,
in the amount of approximately $45 million.
The Plan's goal is to distribute proceeds from the Bankruptcy Court
approved sale of substantially all the Debtor's assets. The Plan
will also create a Liquidation Trust and appoint a Liquidation
Trustee to pursue certain causes of action and wind down the
Debtor's estate.
Class 5 consists of General Unsecured Claim. In full and final
satisfaction, settlement, release, and discharge of and in exchange
for each Class 5 General Unsecured Claim, such holder of each such
Allowed General Unsecured claims shall receive its Pro Rata share
of uncertificated beneficial interests in the Liquidation Trust
representing the right of each holder of an Allowed General
Unsecured Claim to receive Distributions from the Liquidation Trust
in accordance with the Plan and the Liquidation Trust Agreement.
This Class is impaired. The allowed unsecured claims total
$19,230,709.
The estimated recovery for General Unsecured Claims is "unknown at
this time", according to the Disclosure Statement.
Class 9 consists of Interests. On the Effective Date, all Interests
shall be deemed canceled, extinguished and of no further force or
effect, and the holders of Interests shall not be entitled to
receive or retain any property on account of such Interests.
The Plan shall be funded from the Sale Proceeds and the proceeds
from any other Assets available to fund the Plan, including
recoveries from any retained Causes of Action.
A full-text copy of the Disclosure Statement dated November 21,
2022, is available at https://bit.ly/3Vb598L from Stretto, the
claims agent.
Counsel for the Debtor:
Marcus A. Helt, Esq.
Jack G. Haake, Esq.
McDermott Will & Emery LLP
2501 North Harwood Street, Suite 1900
Dallas, TX 75201
Tel: (214) 210-2801
Fax: (972) 528-5765
Email: mhelt@mwe.com
jhaake@mwe.com
David E. Lemke, Esq.
Tyler N. Layne, Esq.
WALLER LANSDEN DORTCH & DAVIS, LLP
511 Union Street, Suite 2700
Nashville, TN 37219
Tel: (615) 244-6380
Fax: (615) 244-6804
Email: David.Lemke@wallerlaw.com
Tyler.Layne@wallerlaw.com
About MTPC LLC
MTPC LLC is a proton-therapy cancer-treatment center that serves a
multi-state area of the Southeastern United States and began
operations in 2018. It is a freestanding center with three active
treatment rooms including one fixed beam and two gantries. MTPC is
located in a 43,500-square-foot building adjacent to the campus of
the Williamson Medical Center, in Franklin, Tenn.
MTPC's affiliate, The Proton Therapy Center, LLC, is a Tennessee
limited liability company that was organized in 2010. It is a
freestanding center with three active treatment rooms including one
fixed beam and two gantries. Proton Therapy Center is located in
an 88,000-square-foot building on the campus of the Provision Case
CARES Cancer Center at Dowell Springs, in Knoxville, Tenn., a
comprehensive healthcare campus focusing on cancer treatment,
patient care, research, and education.
PCPT Hamlin, another affiliate of MTPC, is a Florida limited
liability company that was organized in 2018. It includes an
approximately 36,700-square-foot building in the 900-acre Hamlin
planned development in the "Town Center" of the 23,000-acre
"Horizon West" planning area of West Orange County.
MTPC and its affiliates sought Chapter 11 protection (Bankr. M.D.
Tenn. Lead Case No. 20-05438) on Dec. 15, 2020.
As of Aug. 31, 2020, MTPC's unaudited financial statements
reflected total assets of approximately $105.6 million and total
liabilities of approximately $131.2 million. Proton Therapy
Center's unaudited financial statements reflected total assets of
approximately $93.4 million and total liabilities of approximately
$130.2 million. Meanwhile, PCPT Hamlin's unaudited financial
statements reflected total assets of approximately $139.2 million
and total liabilities of approximately $138.5 million.
The Hon. Randal S. Mashburn is the case judge.
The Debtors tapped McDermott Will & Emery LLP as lead bankruptcy
counsel, Waller Lansden Dortch & Davis LLP as co-counsel with
McDermott, Trinity River Advisors LLC as restructuring advisor, and
CRS Capstone Partners LLC as financial advisor. Stretto is the
claims agent.
The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors on Jan. 8, 2021. The committee is represented
by Sills Cummis & Gross P.C. and Manier & Herod, P.C.
NASDI LLC: Move to Reconsider September 28 Opinion Denied
---------------------------------------------------------
The District Judge Denise Cote of the U.S. District Court for the
Southern District of New York denies the motion for reconsideration
of the Sept. 28, 2020 Opinion filed by NASDI LLC in the case styled
NASDI LLC, Plaintiff, v. SKANSKA KOCH INC. KIEWIT INFRASTRUCTURE
CO. (JV) d/b/a SKANSKA KIEWIT JV, Defendants, Case No. 17cv3578
(DLC), (S.D.N.Y.).
In 2013, the Port Authority of New York and New Jersey selected
Skanska Koch Inc. Kiewit Infrastructure Co. (JV)'s as its general
contractor to demolish and reconstruct the Bayonne Bridge,
connecting Staten Island to Bayonne, New Jersey. In July 2013, SKK
hired NASDI to perform the demolition work on the project, for a
total payment of approximately $20 million. The agreement between
NASDI and SKK contained detailed provisions in Article 7 providing
a process through which the parties could submit a claim for "extra
or additional compensation in money, extension of time . . . or
other relief arising under or relating to the Subcontract."
The reconstruction of the Bayonne Bridge proceeded in four phases.
Phase 4 of the bridge restoration was delayed by almost two years.
In June 2016, before phase 4 began, NASDI submitted a claim for
additional costs it estimated it would incur because of the delay.
On Dec. 21, 2016, NASDI agreed to a schedule that would have it
begin work on phase 4 on Feb. 22, 2017. However, NASDI demanded a
settlement of its June Claim, suggesting it would refuse
performance if its demands were not met. SKK emphasized it was
still a long way from a final settlement with the Port Authority,
but nevertheless provided a "preliminary review" of the June Claim,
determining that, in total, NASDI owed SKK approximately $733,000.
NASDI later provided SKK with a Notice of Termination, asserting
that SKK had abandoned the Subcontract, and that NASDI would
therefore refuse to perform under it.
Consequently, NASDI filed this action on May 12, 2017, bringing
claims for breach of contract, quantum meruit, and breach of the
covenant of good faith and fair dealing. SKK moved for summary
judgment. An Opinion of Sept. 28, 2020 granted summary judgment to
SKK on NASDI's claims and SKK's counterclaims, leaving for trial
the issue of SKK's counterclaim for indemnification, and a
determination of damages on its counterclaim for breach of
contract.
On Oct. 13, 2020, NASDI moved to reconsider the September 28
Opinion. Thereafter, on Dec. 4, 2020, NASDI filed a letter
requesting a stay of proceedings, because an involuntary Chapter 7
bankruptcy petition had just been filed against it.
Through its motion for reconsideration, NASDI challenges the
findings in the September 28 Opinion that SKK was entitled to
summary judgment on its counterclaim that NASDI breached the
Subcontract, and on NASDI's claim for quantum meruit. NASDI argues
that the Subcontract's no-damages-for-delay clause does not bar its
quantum meruit claim because, by phase 4, SKK had abandoned the
Subcontract.
However, as the September 28 Opinion found: "In support of its
argument that SKK abandoned the Subcontract NASDI cites nothing
more than the fact of delay itself. NASDI does not point to any
manifestation by SKK of any intent to relinquish the Subcontract.
It offers no evidence that SKK did not intend to complete the
Project, including the demolition work required in Stage 4."
Furthermore, Judge Cote points out that "even if the contract had
been abandoned, NASDI has not shown that it is entitled to
reconsideration of its quantum meruit claim. . . NASDI has not
established that the no-damages-for-delay clause has been rendered
unenforceable due to "uncontemplated delays." Accordingly, the
September 28 Opinion need not be reconsidered."
NASDI argues that its claim for quantum meruit should be reinstated
because the Subcontract's no-damages-for-delay clause is not
enforceable, because the delay before phase 4 work began was
unreasonable or unforeseeable. But Judge Cote maintains that NASDI
could not recover on its quantum meruit claim nor can NASDI recover
for any damages caused by the delay before phase 4, because it did
not provide evidence that it performed any work in preparation for
phase 4.
In addition, NASDI contends the September 28 Opinion improperly
refused to consider a report from NASDI witness Richard Riggs.
Riggs purported to offer an expert opinion relevant to the issues
of abandonment and uncontemplated delay.
As the September 28 Opinion explained, "the Riggs Report does not
support a finding that SKK abandoned the Subcontract. . . The Riggs
Report does not address the many ways in which the parties
continued to operate under the Subcontract, both before and after
phases 1 and 2, and does not otherwise address issues relevant to
the standard for determining whether a contract has been
abandoned."
Finally, NASDI argues that SKK acted in bad faith in refusing to
provide it with funds from its settlement with the Port Authority.
As evidence of bad faith, NASDI points to SKK's internal revisions
of its assessment of NASDI's claims, the fact that it considered
providing NASDI an incentive payment but then decided not to, the
fact that SSK ended up paying far more for phase 4 than it would
have paid NASDI, and evidence suggesting that SSK knew that NASDI's
completion of phase 4 would likely come at a net loss to NASDI.
But Judge Cote finds that none of these facts suggests bad faith on
the part of SKK. As the September 28 Opinion explained, "SKK
explained in detail its calculation that it did not owe money to
NASDI, and NASDI has pointed to nothing in that calculation
suggesting bad faith. Nor does the fact that SKK revised its
internal estimate downward support NASDI's claim, particularly
where NASDI has failed to point to any specific revision that it
contends indicates bad faith." NASDI provides no argument more than
a conclusory assertion that these facts suggest bad faith."
A full-text copy of the Opinion and Order dated Nov. 15, 2022, is
available at https://tinyurl.com/249ks4jv from Leagle.com.
About NASDI LLC
A group of creditors including IUOE Local 4 Health and Welfare
Fund, IUOE Local 4 Pension Fund and IUOE Local 4 Annuity & Savings
Fund filed a Chapter 7 involuntary petition against NASDI LLC
(Bankr. D. Mass. Case No. 20-12188) on Nov. 5, 2020. The creditors
are represented by Gregory A. Geiman, Esq.
On Dec. 22, 2020, the court ordered the conversion of the case to
one under Chapter 11.  Judge Melvin S. Hoffman oversees the
Debtor's Chapter 11 case.
The Debtor tapped Gary W. Cruickshank, Esq., as bankruptcy attorney
and McAlpine, PC and Megan M. Dart, Esq., as special counsel.
NEOVIA LOGISTICS: Moody's Lowers PDR to D-PD
---------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of Neovia Logistics, LP to D-PD from Ca-PD following the
completion of the company's debt restructuring, which Moody's views
to be a distressed exchange.
Neovia completed a comprehensive restructuring of its entire
capital structure on November 1, 2022 in which all prior debt was
impacted. The out-of-court restructuring, initially announced in
early August 2022, reduces total funded debt by approximately $400
million to a new total of $353 million.
Former holders of the first lien term loan ($336 million
outstanding) received $164 million in new preferred equity and the
remaining balance was exchanged into a new first lien term loan
($248 million outstanding), which matures November 2027. As a
result, the Ca rating on the former first lien term loan was
unchanged and will be withdrawn.
Neovia's Caa3 corporate family rating is also unchanged at this
time. Moody's expects to reevaluate Neovia's CFR over the near term
to reflect its new capital structure and assess the company's
liquidity and business prospects. Moody's will likely raise the CFR
following its review given the company's lower debt burden and
reduced interest costs. Governance risks remain a key
consideration to Neovia's ratings given that the company has a
demonstrated history of completing distressed debt exchanges.
Downgrades:
Issuer: Neovia Logistics, LP
Probability of Default Rating, Downgraded to D-PD from Ca-PD
RATINGS RATIONALE
Neovia's ratings reflect the company's weak liquidity and very high
financial leverage at the time of its default on November 1, 2022.
Despite steady top line growth, Neovia's earnings have been
pressured over the last twelve months given higher labor costs and
upfront build-out costs tied to certain contracts. Free cash flow
has been largely negative given the company's high debt service
costs and cash outlays related to future growth.
Moody's expects Neovia's financial leverage to be materially
improved following the recapitalization. Moody's will evaluate
Neovia's credit profile based on the newly executed capital
structure and future operating profile, including any material
changes to current customer contracts.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if Neovia materially improves its
earnings and liquidity, and Moody's believes there to be no
significant impact to Neovia's customer relationships as a result
of the recapitalization. An upgrade would also require at least
breakeven free cash flow and reduced reliance on external credit
facilities.
Given the recent default, there is no downward pressure on Neovia's
ratings.
The principal methodology used in this rating was Surface
Transportation and Logistics published in December 2021.
Neovia Logistics, LP is a global provider of logistics services.
The company offers integrated supply chain solutions to its
clients, primarily in the automotive, industrial and aerospace
service parts, as well as retail, fulfillment and inbound to
manufacturing logistics. Revenue for the twelve months ended
September 30, 2022 was approximately $854 million.
NEW HAPPY FOOD: Unsecured Creditors to Split $1.4M Over 40 Quarters
-------------------------------------------------------------------
New Happy Food Company ("New Happy"), NHC Food Company Inc.
("NHC"), and You Nay Khao ("Mrs. Khao"), the Debtors (collectively,
the "Debtors") filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a Disclosure Statement for Joint Plan
of Reorganization dated November 22, 2022.
In 1988, Ms. You Nay Khao and her husband began operating a "mom
and pop" grocery store in College Park, Georgia, which has been a
successful business for over three decades. A few years later, the
business was incorporated as New Happy Food Company ("New Happy").
By 2013, the grocery store had become so successful that it had
outgrown its space, and New Happy needed a warehouse. To fill that
need, NHC Food Company Inc was formed in 2013 in order to operate
the warehouse business, which took a few years to get up and
running. Sadly, in 2015, Ms. Khao's husband died, leaving the
business in the hands of Ms. Khao and her oldest son, Danny.
Unfortunately for Ms. Khao and her businesses, her son Danny had a
bit of a gambling problem. Without her knowledge, Danny signed Ms.
Khao's name to over a dozen loans with merchant credit advance
companies ("MCAs"), resulting in the Debtors being saddled with
very expensive debt at extremely high effective interest rates.
Inevitably, the Debtors began having cash flow issues due to the
MCA loans. When the MCAs began filing lawsuits and garnishing bank
accounts, Danny's activities came to light, and Ms. Khao, New
Happy, and NHC were left with no choice but to file for chapter 11
protection to save the businesses and reorganize.
Over the course of this case, the Debtors have steadily maintained
their normal operations and have met all monthly obligations,
including the payment of adequate protection to creditors. The
Debtors' futures are substantially intertwined for several reasons.
First, Mrs. Khao, as the principal of the corporate debtors,
receives all of her income from the operation of the corporate
debtors. Additionally, Mrs. Khao is a guarantor on almost all debts
of both corporate debtors; thus, the Debtors all have substantially
the same creditor body.
The plan provides for the payment in full of all secured, priority,
and general unsecured claims and retention of equity interests in
the Debtors.
Class 13 consists of General Unsecured Claims. The Debtors shall
make payments to the Holders of Class 13 Claims in the approximate
total amount of $1,414,527.31, to be paid in equal quarterly
installments, beginning on the Initial Distribution Date, to be
distributed pro rata to Class 13 Claimants over 120 months or 40
quarters, until the Allowed Class 13 Claims are paid in full. Class
13 is Impaired and entitled to vote on the Plan.
Class 14 consists of Equity Interests. The Reorganized Debtors
shall not make any distributions or pay any dividends related to
any Equity Interests unless and until all distributions related to
all Allowed Claims in Classes 1-13 have been made in full. Holders
of Equity Interests in the Debtors will retain those interests.
Class 14 is Impaired and entitled to vote on the Plan.
The cash distributions contemplated by the Plan shall be funded by
cash generated in the operation of the Reorganized Debtors'
business.
A full-text copy of the Disclosure Statement dated November 22,
2022, is available at https://bit.ly/3gGIItg from PacerMonitor.com
at no charge.
Attorneys for Debtors:
Will Geer, Esq.
William A. Rountree, Esq.
Benjamin R. Keck, Esq.
Rountree Leitman Klein & Geer, LLC
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Tel: (678) 587-8740
Email: wrountree@rlklawfirm.com
bkeck@rlklawfirm.com
tthurman@rlklawfirm.com
About New Happy Food Company
New Happy Food Company operates a grocery store in Atlanta, Ga. Its
affiliate, NHC Food Company Inc. operates a warehouse business.
New Happy Food Company and NHC Food Company sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No.
21-54898) on June 29, 2021. In the petition signed by You Nay Khao,
owner, NHC Food Company disclosed total assets of up to $1 million
and total liabilities of up to $10 million. Meanwhile, New Happy
Food Company listed up to $500,000 in assets and up to $10 million
in liabilities.
The Debtors tapped Rountree, Leitman & Klein, LLC as legal counsel
and Chang Company, CPAs, PC as accountant.
NEXANT INC: US$56M Bank Debt Trades at 16% Discount
---------------------------------------------------
Participations in a syndicated loan under which Nexant Inc is a
borrower were trading in the secondary market around 83.9
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$56 million facility is a term loan. The loan is scheduled
to mature on May 11, 2027. The amount is fully withdrawn and
outstanding.
Nexant, Inc. provides software and consulting services. The Company
offers electric power consulting, large-scale renewables
integration, power network analysis, market design and development,
power system planning, and energy restructuring services. Nexant
serves clients worldwide.
O & A ENTERPRISES: Unsecureds Will Get 100% in Subhchapter V Plan
-----------------------------------------------------------------
O & A Enterprises, LLC filed with the U.S. Bankruptcy Court for the
Southern District of Iowa an Amended Chapter 11 Subchapter V Plan
of Liquidation dated November 17, 2022.
Debtor was founded around 2012 as a joint venture between Eric
O'Leary and Johan Aerts to establish and run a funeral home in
Norwalk, Iowa.
O'Leary was the funeral home director and Aerts provided the
majority of the funding. In 2017 relations between the partners
broke down and O'Leary froze Aerts out of the management. When
O'Leary lost his funeral director's license in late 2021 he knew
his time running Debtor was limited, so in late December 2021 and
early January 2022 he caused Debtor to borrow hundreds of thousands
of dollars at exorbitant rates then promptly embezzled those funds
and much of Debtor's other assets.
On March 12, 2022, O'Leary signed over ownership and control of
Debtor to Aerts after destroying or removing numerous business and
financial records. Once Aerts realized how O'Leary had run Debtor
into the ground he sought legal advice and followed the company's
attorney's recommendation to file bankruptcy.
Since filing bankruptcy Debtor has avoided the mortgage O'Leary
granted on its real property and sold its real property and
substantially all of its tangible personal property. Those sales
closed October 28, 2022.
Debtor proposes a 100% plan that pays creditors what they would be
entitled to under Sec. 726(a)(1)–(5) and revests all remaining
property in the Debtor under § 726(a)(6).
Class 14 consists of General Unsecured Claims. Class 14 consists of
all claims allowed under § 502 of the Bankruptcy Code and not
included in another class, and includes without limitation the
unsecured portion (if any) of the claims in Classes 3–11. Debtor
will pay this class 100% of its claims on the Effective Date with
post petition interest at the federal judgment rate. This class is
unimpaired.
Class 15 consists of Debtor's residual ownership interest in its
assets. On the Effective Date all Debtor's remaining property will
revest in Debtor, free of the estate's control. This includes the
two unencumbered titled motor vehicles, all Debtor's current or
potential causes of action, and any funds not necessary to
implement this Plan, estimated at $98,844.20 as of a projected
Effective Date of December 6, 2022. As disputed claims are resolved
and administrative expenses allowed Debtor will transfer escrowed
funds to the Subchapter V Trustee to pay those claims and expenses
in the amounts allowed and will transfer the balance of any funds
escrowed for those claims out of its DIP accounts.
Since Debtor is seeking nonconsensual confirmation under § 1191(b)
the Subchapter V Trustee will be the disbursing agent. Within 7
days of the Confirmation Date Debtor will pay to the Subchapter V
Trustee the amount estimated as necessary to satisfy all payments
due on the projected Effective Date—currently $429,633.86 for a
projected Effective Date of December 6, 2022, with a per diem of
$28.4971. Promptly after resolution of any disputed claim or the
allowance of any Class 2 administrative expense claims, but no
sooner than the Effective Date, Debtor will pay to the Subchapter V
Trustee the funds necessary to pay the amounts owed for such claim
or claims.
A full-text copy of the Amended Subchapter V Plan dated November
17, 2022, is available at https://bit.ly/3VlODm6 from
PacerMonitor.com at no charge.
Attorney for Debtor:
Joseph A. Peiffer, Esq.
Ag & Business Legal Strategies
P.O. Box 11425
Cedar Rapids, IA 52410-1425
Telephone: (319) 363-1641
Facsimile: (319) 200-2059
Email: joe@ablsonline.com
About O & A Enterprises
O & A Enterprises, LLC is a company in Norwalk, Iowa, offering
funeral and cremation services.
O & A Enterprises filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-00295) on
March 27, 2022, listing up to $10 million in both assets and
liabilities. Robert Gainer serves as Subchapter V trustee.
Judge Anita L. Shodeen oversees the case.
Joseph A. Peiffer, Esq., at Ag & Business Legal Strategies is the
Debtor's legal counsel.
PATERSON PARKING: Moody's Alters Outlook on 'Ba1' Rating to Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed Paterson Parking Authority,
NJ's Ba1 rating and revised the outlook to stable from negative.
The authority has roughly $14.1 million in debt outstanding.
RATINGS RATIONALE
The Ba1 rating reflects the authority's weak finances and moderate
debt. The authority is recovering from material pandemic-related
diminution in revenue as demand for parking slackened. The
recovering demand has allowed the authority's debt service coverage
to rebound and, based on unaudited fiscal 2021 financial results,
meet its rate covenant.
That said, the authority's financial and economic position remains
challenging. The authority retains its effective monopoly on the
provision of parking services in the downtown of the City of
Paterson (Ba1 stable) and benefits from the enduring, but
relatively elastic, nature of parking demand. However, due to the
weak nature of the city's economy, demand has been precarious.
Ongoing efforts to strengthen the city's economy will have a
material knock on effect on the authority's credit profile.
RATING OUTLOOK
The stable outlook reflects Moody's expectations that the
authority's rebounding revenues will be sufficient to meet debt
service but that numerous challenges remain.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
Sustained improvement of annual debt service coverage
Substantially improved local economy and operating
environment
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
Failure to maintain adequate debt service coverage
Substantially declined operating environment and local
economy
LEGAL SECURITY
The 2005 Passaic County Improvement Authority parking revenue bonds
are direct, limited, special obligations of PCIA. The bonds are
ultimately secured by parking authority bond payments to PCIA,
which are backed by a net revenue pledge of the parking authority.
The PCIA bonds are further secured by any additional payments from
the parking authority to PCIA, the funds and accounts established
under both PCIA's and the parking authority's general bond
resolutions, as well as a cash-funded debt service reserve fund.
PROFILE
The parking authority operates approximately 1,300 coin-operated
street meters and 5,000 off-street parking spaces in five garages
and 15 surface lots in the City of Paterson, NJ.
METHODOLOGY
The principal methodology used in this rating was Publicly Managed
Toll Roads and Parking Facilities published in March 2019.
PENTA STATE LLC: Taps Spencer Fane as Special Counsel
-----------------------------------------------------
Penta State, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Spencer Fane, LLP as special counsel.
The Debtors need the firm's legal assistance in connection with an
adversary proceeding (Case No. 22-0330) filed in the bankruptcy
court.
The firm will be paid at these rates:
Sean McKenna, Partner $500 per hour
Karen Olsen, Partner $500 per hour
Luke Wolf, Associate $300 per hour
Lindsey Boudreaux, Paralegal $150 per hour
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
Sean McKenna, Esq., a partner at Spencer Fane, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Sean McKenna, Esq.
Spencer Fane, LLP
2200 Ross Avenue, Suite 4800 West
Dallas, TX 75201
Tel: (214) 459-5895
Fax: (214) 750-3612
Email: smckenna@spencerfane.com
About Penta State
Penta State, LLC is a Tomball, Texas-based company formed by Dr.
Saad Alsaab. Penta State units, Elite Medical Laboratory
Solutions, LLC and Graham Tomball, LLC (each doing business as DIAX
Labs), operate two independent laboratories based near Houston,
Texas. DIAX Labs offers a suite of services, including (a)
toxicology, (b) molecular diagnostics, (c) genetics, and (d) blood
and wellness testing for patients with commercial insurance and
Medicare beneficiaries.
Penta State, along with affiliates Nationwide Laboratory Partners
LLC, Elite Medical Laboratory Solutions, Graham Tomball, and Zayd
Assets, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Texas Lead Case No. 22-90331) on Oct. 11, 2022. Amit Gupta,
president of Penta State, signed the petition. In the petition,
Penta State reported $10 million to $50 million in both assets and
liabilities.
Judge David R. Jones oversees the cases.
Munsch Hardt Kopf & Harr, P.C. and Spencer Fane, LLP serve as the
Debtors' bankruptcy counsel and special counsel, respectively.
PINNACLE CONSTRUCTORS: Court Rules on Bond Dispute with Aegis
-------------------------------------------------------------
In the case styled Hayes Pipe Supply, Inc., Plaintiff, v. Aegis
Security Insurance Company, and Hawkins & Price, LLC, Defendants.
Hawkins & Price, LLC, Plaintiff, v. Aegis Security Insurance
Company, Defendant, Adv. Proc. No. 3:22-ap-90072 (Lead Adversary).,
3:22-ap-90083, (Bankr. M.D. Tenn.), Bankruptcy Judge Randal S.
Mashburn of the Middle District of Tennessee declared that the CUD
Bond and the Marshall County Bond are common law bonds.
Hayes Pipe Supply, Inc. and Hawkins & Price, LLC filed a joint
motion for partial summary judgment on three issues that the
parties agreed were threshold issues that the Court should hear
early in the case. The first issue, whether bonds issued by Aegis
Security Insurance Company are common law bonds or statutory
bonds.
Hayes Pipe and Hawkins & Price have asserted claims on payment
bond, Bond No. B10037030, that Aegis issued in connection with
Debtor Pinnacle Constructors, Inc.'s project for Consolidated
Utility District, in Rutherford County, Tennessee, at the Rocky
Fork Road Water Line Replacement -- Phase 2 (the "CUD Bond").
Likewise, Hawkins & Price asserts a claim on another payment bond,
Bond No. B100337031, that Aegis issued in connection with the
Debtor's project for Water Line Additions for the Marshall County
Board of Public Utilities ("Marshall County Bond").
The Plaintiffs argue that the CUD Bond and Marshall County Bond,
which are identical in material respects, expand upon the statutory
requirements in several ways. These asserted expansion provisions
can be placed in two categories: (i) the coverage provisions and
(ii) the notice and limitations provisions. Aegis conceded during
oral argument that equipment and utility services were expanded
coverage benefits.
Under Tennessee Law, bonds issued in connection with public works
projects may be either common law bonds or statutory bonds.
Tennessee weighs three basic factors in determining whether a bond
will be treated as a common law bond and enforced based on the
contractual terms rather than merely applying the minimum statutory
requirements: (a) Does the bond grant greater rights than required
by statute? (b) Does it refer to the relevant statutes? (c) Does it
contain notice or time limitations?
The Court finds that "the factors considered relevant under
Tennessee law dictate that the Bonds be construed as common law
bonds. There is no doubt that the Bonds provide claimants with
greater rights than the statutory minimums, particularly when it
comes to broadening the coverage to equipment and utilities rather
than merely labor and materials, by imposing no deadline for notice
by certain claimants, and by extending the limitation period for
filing suit to one year. Further, there is no explicit reference to
the Tennessee statutes, and the Bonds include pertinent time and
notice provisions. All the boxes are checked in favor of a finding
that these are common law bonds that should be enforced as
written."
There is no dispute that the Bonds were issued in connection with
public works projects, or that the Bonds were required by Tennessee
law. However, the heart of the Parties' dispute is the meaning and
effect of a single paragraph -- number 13 -- in the Bonds, which
states: "13. When this Bond has been furnished to comply with a
statutory or other legal requirement in the location where the
construction was to be performed, any provision in this Bond
conflicting with said statutory or legal requirement shall be
deemed deleted herefrom and the provisions conforming to such
statutory or other legal requirement shall be deemed incorporated
herein. The intent is that this Bond shall be construed as a
statutory bond and not a common law bond."
The Court says it cannot accept an extreme interpretation that a
single clause in the contract -- which is apparently included to
assure compliance with minimum state standards -- should be
construed as eliminating other significant contractual provisions
that expanded the rights well beyond those minimum requirements.
The Court finds that Paragraph 13 is simply a "savings clause" that
would only supplant a bond term with a statutory term if the bond
term truly conflicted with the statute such that it failed to
satisfy the statutory minimum. The Court declines to address the
other two issues after its finding that the bonds are common law
bonds.
Accordingly, the Court concludes the Bonds are common law bonds
and, therefore, the contractual terms pertinent to the dispute over
sufficiency of notice must be applied. The Court orders that the
written terms of the Bonds must govern, without substitution of
statutory terms.
A full-text copy of the Order and Memorandum Opinion dated Nov. 17,
2022, is available at https://tinyurl.com/yc6m3xa8 from
Leagle.com.
About Pinnacle Constructors
Pinnacle Constructors, Inc., is a construction company that
specializes in underground utility work, site grading, and
equipment hauling. It is based in Westwood Shelbyville, Tenn.
Pinnacle Constructors sought voluntary Chapter 11 bankruptcy
protection (Bankr. M.D. Tenn. Case. No. 22-00670) on March 5, 2022,
listing as much as $10 million in both assets and liabilities.
Kevin Webb, president of Pinnacle Constructors, signed the
petition.
Judge Randal S. Mashburn oversees the case.
Nancy B. King, Esq., at Emergelaw, PLC and Sims Funk, PLC serve as
the Debtor's bankruptcy counsel and special counsel, respectively.
Tortola Advisors, LLC is the Debtor's restructuring and general
business advisor.
Kevin Webb has been appointed as Subchapter V trustee.
PLUTO ACQUISITION I: US$873M Bank Debt Trades at 22% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Pluto Acquisition I
Inc is a borrower were trading in the secondary market around 78.2
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$873 million facility is a term loan. The loan is scheduled
to mature on June 20, 2026. About US$860 million of the loan is
withdrawn and outstanding.
Pluto Acquisition I, Inc. is the parent company of AccentCare,
Inc., one of the largest for-profit home healthcare providers in
the U.S. The Company offers home health, hospice and personal care
services. The company is owned by private equity firm Advent
International.
POLAR US BORROWER: US$1.48B Bank Debt Trades at 18% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Polar US Borrower
LLC is a borrower were trading in the secondary market around 81.9
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$1.48 billion facility is a term loan. The loan is scheduled
to mature on October 15, 2025. About US$1.36 billion of the loan
is withdrawn and outstanding.
Polar US Borrower, LLC is the pass-through entity of ultimate
parent, SK Blue Holdings, LP, an affiliate of private investment
firm, SK Capital Partners. SI Group manufactures performance
additives for use in polymer, rubber, lubricants, fuels, adhesives
applications, surfactants in addition to some specialty chemicals.
POWER STOP: US$395M Bank Debt Trades at 26% Discount
----------------------------------------------------
Participations in a syndicated loan under which Power Stop LLC is a
borrower were trading in the secondary market around 73.9
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$395 million facility is a term loan. The loan is scheduled
to mature on January 26, 2029. The amount is fully withdrawn and
outstanding.
Power Stop LLC manufactures and distributes auto parts. The Company
offers brake pads and calipers, rotor kits, sensors wires, and
other braking systems for cars, trucks, SUVs, duty trucks and tows,
and utility vehicles.
PRETIUM PKG: Moody's Cuts CFR to Caa1, Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded Pretium PKG Holdings, Inc.'s
corporate family rating to Caa1 from B3 and its Probability of
Default Rating to Caa1-PD from B3-PD. Moody's also downgraded
Pretium's first lien senior secured term loan to B3 from B2 and the
second lien senior secured term loan to Caa3 from Caa2. The rating
outlook remains stable.
"The downgrade considers Moody's expectation that Pretium will
generate limited cash flow, before working capital changes, over
the next 12-18 months. While Moody's expect some recovery in
EBITDA, cash flow is negatively constrained by an even more
meaningful increase in interest expense over the same period, which
is reflective of the company's aggressive capital structure," said
Motoki Yanase, VP - Senior Credit Officer at Moody's.
"Moody's also expect the company's leverage to be sustained at a
high level for the next fiscal year, with only limited improvement
from the 9.7x estimated for the fiscal year ending September 2022,"
added Yanase.
Downgrades:
Issuer: Pretium PKG Holdings, Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B2
(LGD3)
Senior Secured 2nd Lien Term Loan, Downgraded to Caa3 (LGD6) from
Caa2 (LGD5)
Outlook Actions:
Issuer: Pretium PKG Holdings, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Nearly a year after the closing of the Alpha Packaging acquisition
in October 2021, Moody's estimates Pretium's leverage to have
remained high for its fiscal year that ended September 2022, at
around 9.7x debt/EBITDA on a gross basis, including Moody's
standard adjustments. During the second half of fiscal 2022,
Pretium was challenged by stagnating inventories at distributors,
which slowed its sales and profit growth relative to Moody's
initial estimate at the announcement of Alpha acquisition.
The company expects that distributors' sales and inventory levels
will start to normalize and support reasonable sales growth and
cash flow recovery in fiscal 2023. However, this improvement may
take time given the slow-down in economic growth Moody's expects in
calendar 2023.
Meanwhile, Moody's also expects that a material increase in
interest expense in calendar 2023 would curb Pretium's funds from
operations, and the company may not make meaningful recovery in
cash flow from operations without a positive contribution from
working capital improvement.
The company still has meaningful liquidity available with an
untapped $100 million ABL revolving facility at September 2022
fiscal year-end. However, Moody's expects the company's dependence
on the revolver will continue to increase in the next 12-18 months
unless the company brings down its inventory levels and recovers
its sales in a timely manner.
The stable outlook reflects the gradual improvement Moody's expects
in Pretium's quarterly sales and high profitability the company has
maintained.
Pretium also has time until its debt matures, which allows the
company to improve its operations and realize the planned synergies
with Alpha Packaging. The nearest maturity is its ABL revolver in
October 2026, followed by the first lien term loan in October 2028
and the second lien term loan in October 2029.
ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS
Moody's changed the governance risk score for Pretium to G-5 (very
highly negative) from G-4 (highly negative) and the credit impact
score to CIS-5 (very highly negative) from CIS-4 (highly negative).
The change in governance risk and credit impact scores reflects
very aggressive financial policies under private equity ownership,
as evidenced by very high debt leverage and significant exposure to
floating rate debt, which limits cushion under the rating category
and leads to a significant negative impact on cash flow under the
rising interest rate environment.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating if the company's sales volume
recovers growth and improves its credit metrics. Specifically, an
upgrade could occur if debt/EBITDA trends below 8x and
EBITDA/interest improves above 1.5x, along with consistently
positive free cash flow generation.
Moody's could downgrade the rating if the company fails to improve
sales volume and cash flow generation. Specifically, Moody's could
downgrade the rating if EBITDA/Interest falls below 1x, the
company's liquidity profile deteriorates, or the likelihood of a
restructuring increases, resulting in a reduced recovery prospects
for creditors or a default.
Headquartered in St. Louis, Missouri, Pretium PKG Holdings, Inc. is
a manufacturer of rigid plastic containers for variety of end
markets, including food and beverage, chemicals, healthcare,
wellness and personal care. Pretium PKG Holdings, Inc. has been a
portfolio company of Clearlake since January 2020.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
QUALTEK LLC: Moody's Cuts CFR to Caa1, Outlook Remains Negative
---------------------------------------------------------------
Moody's Investors Service has downgraded QualTek LLC's Corporate
Family Rating to Caa1 from B3, its Probability of Default Rating to
Caa1-PD from B3-PD, and its senior secured first-lien term loan B
to Caa1 from B3. At the same time, Moody's has assigned a SGL-4
Speculative Grade Liquidity Rating to QualTek given that it's now a
public company. The outlook remains negative.
"The rating downgrade reflects QualTek's tight liquidity, weak
earnings and high debt leverage, despite the company's large order
backlog and pricing actions. In particular, the inflationary
environment and limited available liquidity at the end of Q3 2022
could impact its ability to execute and complete many projects as
planned, which in turn dims the prospect of a swift improvement in
earnings. The likelihood of a financial restructuring is increasing
with rising interest expenses given its high debt leverage and lack
of free cash flow," said Jiming Zou, Moody's Vice President and
lead analyst on QualTek.
Governance considerations under Moody's ESG framework –
including financial strategy & risk management, and management
track record – were key drivers of the rating action. Moody's has
revised QualTek's governance issuer profile score (IPS) to G-5 from
G-4, and its credit impact score (CIS) to CIS-5 from CIS-4 given
the company's weakness in financial risk management and management
track record.
Downgrades:
Issuer: QualTek LLC
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured First Lien Term Loan B, Downgraded to Caa1 (LGD3)
from B3 (LGD4)
Assignments:
Issuer: QualTek LLC
Speculative Grade Liquidity Rating, Assigned SGL-4
Outlook Actions:
Issuer: QualTek LLC
Outlook, Remains Negative
RATINGS RATIONALE
QualTek's credit metrics and liquidity profile deteriorated in the
first 9 months of 2022. Although the company increased its revenues
by 18% year on year in the first nine months of 2022 thanks to 5G
and fiber rollouts, its EBITDA declined to $30 million from $55
million a year ago due to wage and fuel inflation, and muted storm
recovery activities. Debt/EBITDA increased to nearly 10x and
interest coverage declined to about 1x for the last twelve months
ending September 2022. Weak earnings and high working capital
requirements, coupled with additional expenses for being a listed
company, resulted in significant cash outflow in the first nine
months. Liquidity was limited to about $18 million remaining
availability under the revolver and a de minimis cash balance.
Moody's expect the company will engage with lenders to secure
additional liquidity given its under-collateralized accounts
receivables. Its receivables, which amounted to $287 million as of
October 1, 2022, were mainly due from blue-chip customers such as
AT&T, Verizon and T-Mobile. As of October 1, QualTek borrowed
$102.2 million under its $130 million asset-based revolving credit
facility. In September, its lender agreed to increase the ABL
revolver to $130 million from September 15 through December 31 each
year, with $103.5 million unchanged for the remainder of each year.
The ABL revolver due in July 2025 now requires QualTek to meet at
least 1.0x Fixed Charge Covenant Ratio at every quarter end.
Satisfying this covenant will become challenging with rising
interest rates.
The company has a $2.4 billion order backlog mostly related to the
5G and fiber rollout projects by the telecom majors. These projects
provide revenue visibility, but could be delayed due to permitting
or technical issues, or if the company doesn't have enough
liquidity. Earnings potential from the order backlog remains to be
seen. While the company is taking price actions, examining payment
terms and reducing operating expenses, its profitability remains
significantly impacted by the persistent inflation in labor and
fuel costs. Risks also arise from project execution quality,
potential changes in scope for large projects and the unpredictable
nature of its most profitable storm recovery business.
QualTek's rating also reflects its relatively small scale and
limited end market and customer diversity, with the majority of its
revenues generated by providing services to several major
telecommunications, media and power companies. The company benefits
from its solid market position as a provider of services to blue
chip customers in the North American telecommunications and power
sectors, which provide growth opportunities as capital spending
rises in these sectors. In particular, the company has a large
order backlog and is expected to benefit from the accelerated 5G
deployment by telecom majors.
The negative outlook reflects the company's tight liquidity, weak
credit metrics and challenges in improving earnings given the
inflationary environment.
ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS
The changes in the governance IPS and CIS scores reflect QualTek's
highly leveraged capital structure, aggressive business
acquisitions and a history of business underperformance against
management guidance, although financial disclosure is improving as
the company became a listed company in 2022.
Moody's expect that Brightstar Capital Partners and QualTek
management, which hold slightly more than 50% stake in QualTek,
will continue to have a strong influence on the company's business
strategy and financial policy following its IPO via a de-SPAC
transaction in February 2022. Before its IPO, QualTek completed
several bolt-on acquisitions to increase business scale and
diversity in 2021.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upgraded could be considered, if the company improves its earnings,
credit metrics and liquidity. A leverage ratio below 7x, interest
coverage above 1.5x and at least $50 million available liquidity
would be required for an upgrade.
The rating could be downgraded, if the company fails to improve its
liquidity or EBITDA/Interest coverage falls below 1x.
QualTek LLC, headquartered in Blue Bell, PA, provides engineering,
infrastructure assessment, installation, project management,
fulfillment, business continuity and disaster recovery services to
the North American telecommunications and power sectors. The
company generated revenues of about $612 million in 2021.
Brightstar Capital Partners is the majority owner of QualTek.
The principal methodology used in these ratings was Construction
published in September 2021.
QUALTEK LLC: US$380M Bank Debt Trades at 29% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Qualtek LLC is a
borrower were trading in the secondary market around 71
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$380 million facility is a term loan. The loan is scheduled
to mature on July 18, 2025. About US$344 million of the loan is
withdrawn and outstanding.
Qualtek LLC provides communication infrastructure construction
services. The Company offers services such as networking, site
survey, post wiring, lock box installation, pole upgrades, plant
maintenance, and manhole placements
RACKSPACE TECHNOLOGY: US$2.30B Bank Debt Trades at 32% Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Rackspace
Technology Global Inc is a borrower were trading in the secondary
market around 67.9 cents-on-the-dollar during the week ended
Friday, November 25, 2022, according to Bloomberg's Evaluated
Pricing service data.
The US$2.30 billion facility is a term loan. The loan is scheduled
to mature on February 9, 2028. About US$2.27 billion of the loan
is withdrawn and outstanding.
Rackspace Technology Global, Inc., supports and manages cloud
platforms, as well as offers managed hosting, colocation, security,
data processing, and enterprise application development.
REDSTONE HOLDCO: US$450M Bank Debt Trades at 37% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Redstone Holdco 2
LP is a borrower were trading in the secondary market around 63
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$450 million facility is a term loan. The loan is scheduled
to mature on August 6, 2029. The amount is fully withdrawn and
outstanding.
Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of
the buyout of the RSA Security business from Dell Inc.
S & J TILE: Unsecureds Will Get 10.5% of Claims in Consensual Plan
------------------------------------------------------------------
S & J Tile of Central Florida, Inc. filed with the U.S. Bankruptcy
Court for the Middle District of Florida a Second Amended Plan of
Reorganization dated November 15, 2022.
The Debtor provides material and labor services in the commercial
flooring sector. The Debtor generally provides flooring materials
and labor to general contractors. The Debtor operates from 4149
Babbitt Ave., Orlando, Florida, 32833, which is owned by the
Debtor's principal.
Class 1 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired.
* Consensual Plan Treatment: The liquidation value or amount
that unsecured creditors would receive in a hypothetical chapter 7
case is approximately $0.00. Accordingly, the Debtor proposes to
pay unsecured creditors a pro rata portion of $120,000.00; provided
however, Debtor shall contribute such additional funds as necessary
to ensure a pro rata distribution of 10.5% of each total claim to
allowed unsecured creditors. Payments will be made in equal
quarterly payments totaling $10,000.00, except as set forth in the
proceeding sentence. Payments shall commence on the fifteenth day
of the month, on the first month that begins after the Effective
Date and shall continue quarterly for eleven additional quarters.
Pursuant to §1191, the value to be distributed to unsecured
creditors is greater than the Debtor's projected disposable income
to be received in the 3-year period beginning on the date that the
first payment is due under the plan. This Claim shall be paid
directly by the Debtor.
* Nonconsensual Plan Treatment: The liquidation value or
amount that unsecured creditors would receive in a hypothetical
chapter 7 case is approximately $43,618.44. Accordingly, the Debtor
proposes to pay unsecured creditors a pro rata portion of its
Disposable Income. If the Debtor remains in possession, plan
payments shall include the Subchapter V Trustee's administrative
fee which will be billed hourly at the Subchapter V Trustee's then
current allowable blended rate. Plan Payments shall commence on the
fifteenth day of the month, on the first month that is ninety days
after the Effective Date and shall continue quarterly for eleven
additional quarters. The minimum quarterly payment shall be
$3,634.87. During the 3-year period individual officer/insider
compensation shall limited to $100,000.00 per year. This claim
shall be paid directly by the Debtor.
Class 2 consists of any and all membership interests and warrants
currently issued or authorized in the Debtor. This Class is
Unimpaired. Holders of a Class 2 interests shall retain their full
equity interest in the same amounts, percentages, manner and
structure as existed on the Petition Date.
The Debtor shall continue to exist as the Reorganized Debtor, doing
business under the name S &J Tile of Central Florida, Inc.
The Plan contemplates that the Reorganized Debtor will continue to
operate the Debtor's business. Except as explicitly set forth in
this Plan, all cash in excess of operating expenses generated from
operation until the Effective Date will be used for Plan Payments
or Plan implementation, cash on hand as of Confirmation shall be
available for Administrative Expenses.
A full-text copy of the Second Amended Plan dated November 15,
2022, is available at https://bit.ly/3ADfUZg from PacerMonitor.com
at no charge.
Counsel for Debtor:
Jeffrey Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
Flentke Legal Consulting, PLLC, Of Counsel
1501 E. Concord St.
Orlando, FL 32803
Tel: (407) 894-6834
Faxe: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About S & J Tile
S & J Tile of Central Florida, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-02357) on July 1, 2022, listing as much as $1 million in both
assets and liabilities. Robert Altman serves as Subchapter V
trustee.
Judge Lori V. Vaughan presides over the case.
Jeffrey Ainsworth, Esq., and Jacob D. Flentke, Esq., at BransonLaw,
PLLC are the Debtor's bankruptcy attorneys.
SABRINAS ATLANTIC: Taps Nardella & Nardella as Legal Counsel
------------------------------------------------------------
Sabrinas Atlantic Window Cleaning and Pressure seeks approval from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Nardella & Nardella, PLLC as its counsel.
The firm will render these services:
a. give advice to the Debtor with respect to its powers and
duties and the continued management of its business operations;
b. advise 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. prepare legal papers;
d. protect the interest of the Debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in the
preparation of a Chapter 11 plan.
The firm will be paid at these rates:
Attorneys $425 per hour
Paralegals $225 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm will be paid a retainer of $25,000.
Jonathan Sykes, Esq., a partner at Nardella & Nardella, 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:
Jonathan M. Sykes, Esq.
Nardella & Nardella, PLLC
135 W. Central Blvd., Suite 300
Orlando, FL 32801
Telephone: (407) 966-2680
Email: jsykes@nardellalaw.com
About Sabrinas Atlantic Window
Cleaning and Pressure
Sabrinas Atlantic Window Cleaning and Pressure Cleaning, LLC filed
a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No.
22-18568) on Nov. 3, 2022, with as much as $1 million in both
assets and liabilities. Judge Scott M. Grossman oversees the case.
The Debtor is represented by Jonathan M. Sykes, Esq., at Nardella &
Nardella, PLLC.
SHERLOCK STORAGE: Gets OK to Hire Cappis Consulting as Accountant
-----------------------------------------------------------------
Sherlock Storage, LLC received approval from the U.S. Bankruptcy
Court for the District of Montana to employ Cappis Consulting &
Tax, LLC as its accountant.
The firm's services include:
-- assisting in the preparation of yearly tax returns;
-- assisting the Debtor with monthly and year-end accounting
requirements;
-- conducting a survey of the Debtor's books of account to
accurately determine the Debtor's financial condition;
-- providing the Debtor's management with financial statements
for inclusion in the Debtor's Chapter 11 plan;
-- assisting in the preparation of cash flow projections, and
analysis of operations and feasibility of the Debtor's Chapter 11
plan; and
-- other necessary accounting services in connection with the
Debtor's Chapter 11 proceedings.
Cappis will be paid at these rates:
Mark R. Cappis, CPA $150 per hour
Administrative assistants $50 per hour
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
Mark Cappis, a partner at Cappis, 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:
Mark R. Cappis
Cappis Consulting & Tax, LLC
113 7th St S
Great Falls, MT 59405
Tel: (406) 558-4688
About Sherlock Storage
Sherlock Storage, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-90150) on Oct.
4, 2022, with $1 million to $10 million in both assets and
liabilities. Judge Benjamin P. Hursh oversees the case.
Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices and
Cappis Consulting & Tax, LLC serve as the Debtor's legal counsel
and accountant, respectively.
SNOWBIRD II CONDOMINIUMS: Unsecureds Will Get 100% in Plan
----------------------------------------------------------
The Snowbird II Condominiums Association, Inc., filed with the U.S.
Bankruptcy Court for the District of Colorado a Subchapter V Plan
of Reorganization dated November 17, 2022.
The Debtor is a non-profit corporation that was formed in 1980 to
govern the condominium property known as the Snowbird II
Condominiums in Lakewood, Colorado (the "Property").
The Debtor's bankruptcy filing was prompted by an adverse state
court judgment, and the related collection efforts of a judgment
creditor. More particularly, on May 19, 2022, the Jefferson County
District Court, Colorado entered judgment in Case No. 21CV30517
(the "State Court Case") in the favor of Reuben Zeller ("Mr.
Zeller") and against the Debtor and its property management company
and that company's principal, Western States Property Services,
Inc. and Earl Johnson (collectively, "Western"), in the aggregate
amount of $469,948.97, plus applicable interest (the "Judgment").
Class 4 consists of the Unsecured Claim of Western. The Class 4
Claim in the amount of $482,480.97 filed by Western as proofs of
claim nos. 5 and 6 is impaired by this Plan. The Class 4 Claim
shall be allowed to the fullest extent so that the Debtor and
Western may pursue, prosecute, settle, and collect any and all
claims, causes of action, and costs, in law or equity, known or
unknown, whether or not matured or contingent, against or in
relation to (i) Nelson and its affiliates, officers, directors,
employees and agents; and (ii) any applicable insurance, including
insurance policies for director and officer insurance, general
liability insurance, and professional negligence insurance.
To the extent Western obtains the proceeds of any insurance claim
relating to or arising out of the State Court Case or the Judgment
in excess of that Western paid to Mr. Zeller, Western shall
contribute such amount to the Debtor for the Debtor to satisfy up
to the amount of the Debtor's then remaining obligations to Mr.
Zeller. Any such funds shall then be paid to Mr. Zeller and any
funds in excess of that to which Mr. Zeller is entitled shall be
returned to or kept by Western to use in the ordinary course
without any Plan related restriction on its use.
Class 5 consists of the unsecured creditors of the Debtor who hold
Allowed Claims. Holders of Class 5 Allowed Claims shall receive
100% of the Allowed amount of their Claims in six equal quarterly
payments. Class 5 Claims will not bear any interest. The Debtor can
pre-pay the balance of the Class 5 Claims in full or in part at any
time without any pre-payment penalty or fee so long as any such
payments are made pro rata to the holders of such Allowed Claims.
Notwithstanding anything to the contrary in this Article VI, for
administrative convenience, the Debtor may, but need not, pay in
full any holder of a Class 5 Allowed Claim in the Allowed amount of
$500 or less in full satisfaction of such Allowed Claim any time
between the Effective Date and July 30, 2026.
Class 6 includes the Interests in the Debtor, which Interests are
unimpaired by the Plan. Upon confirmation of the Plan, all Class 6
Interest holders will retain their ownership Interests in the
Debtor.
The Debtor shall be empowered to take such action as may be
necessary to perform its obligations under this Plan.
The Debtor is a non-profit corporation. As such, it does not have
disposable income within the meaning of § 1191 of the Code. Even
so, on or before January 31, 2023, the Debtor shall seek and obtain
approval of a special assessment against all the Interest holders
except for Mr. Zeller in an adequate amount, and not less than
$300,000 in the aggregate, assessed monthly (which may also be paid
in a lump sum as each individual Interest holder may prefer) and
over a three-year period commencing not later than April 1, 2023,
to fund the distributions on account of the Class 2 Claim (the
"Special Assessment").
The Debtor believes that the Plan, as proposed, is feasible. The
funding for the Plan will come from the Debtor's Special
Assessment, its annual assessments, and perhaps from insurance
proceeds; however, insurance proceeds are not necessary to
implement the Plan. The Debtor is confident that with appropriate
time and opportunity to communicate with its Interest holders, that
it can garner the adequate support to approve these assessments to
the extent needed. As detailed in the projections, the Debtor will
have sufficient cash on hand during the Term of the Plan to satisfy
its Plan obligations.
A full-text copy of the Subchapter V Plan dated November 17, 2022,
is available at https://bit.ly/3VkGuOQ from PacerMonitor.com at no
charge.
Counsel for the Debtor:
LAW OFFICES OF KEVIN S. NEIMAN, PC
Kevin S. Neiman, Esq.
999 18th Street, Suite 1230 S
Denver, CO 80202
Telephone: (303) 996-8637
Fax: (877) 611-6839
E-mail: kevin@ksnpc.com
About The Snowbird II Condominiums Association Inc.
The Snowbird II Condominiums Association, Inc. filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.
Colo. Case No. 22-13181) on Aug. 23, 2022, listing up to $100,000
in assets and up to $1 million in liabilities. Harvey Sender serves
as Subchapter V trustee.
Judge Thomas B. Mcnamara presides over the case.
Kevin S. Neiman, Esq., at the Law Offices of Kevin S. Neiman, PC
and Levin Sitcoff Waneka, P.C. serve as the Debtor's bankruptcy
counsel and insurance counsel, respectively.
SOMM INC: Unsecured Creditors to Get 100 Cents on Dollar in Plan
----------------------------------------------------------------
Somm, Inc. d/b/a SommSelect filed with the U.S. Bankruptcy Court
for the Northern District of California an Amended Plan of
Reorganization for Small Business dated November 17, 2022.
The Debtor is a California corporation that operates an online
retail wine distribution business. The Debtor's business is located
at 1620 Carneros Meadows Lane, Suite 115, Sonoma, CA 95476 and 1640
Carneros Meadows Lane, Suite 3, Sonoma, CA 95476.
The Plan Proponent's financial projections show that the Debtor
will have projected net/disposable income for the 5 year period of
$944,266. On the Effective Date of the Plan, the Debtor estimates
total payments to creditors under the Plan of $1,595,307, without
taking into account the debtor service payments to the Class 2.1
and 2.2 secured creditors being paid in the ordinary course of
business post-confirmation.
The final Plan payment is expected to be paid on November 30,
2025.
This Plan of Reorganization proposes to pay creditors of Somm, Inc.
dba SommSelect over a period of 5 years from the Effective Date of
the Plan. The funds for payments to creditors will come from
$1,800,000 of unsecured exit financing that will fund on the
Effective Date and cash flow from the Debtor's business
operations.
Non-priority, non-subordinated unsecured creditors holding Allowed
Claims (which include the Debtor's trade creditors and suppliers)
will receive distributions, which the proponent of this Plan has
valued at 100 cents on the dollar. This Plan also provides for the
full payment of Allowed Administrative Claims, Allowed Priority
Claims, and Allowed Secured claims. To the extent Allowed, the
Class 3.3 Subordinated Carneiro Claim will receive a lump sum
distribution of $300,000 on the Effective Date of the Plan.
Class 3.1 consists of all Allowed General Unsecured Customer
Deposits and Claims of the Debtor's customers arising prepetition
in the ordinary course of the Debtor's business from the sale of
wine. All Allowed Class 3.1 General Unsecured Claims and associated
pre-petition customer deposits will be honored by the Debtor in the
ordinary course of business by shipping the wine purchased by the
customer, as and when available, in accordance with the Debtor's
standard practices. Allowed Class 3.1 General Unsecured Claims
shall not, for any purpose under the Plan, include interest on such
Claims from and after the Petition Date. Class 3.1 General
Unsecured Claims are unimpaired. The Debtor estimates total
prepetition Customer Deposits of approximately $1,122,607.67 will
be honored by the Debtor post-petition and under the Plan.
Class 3.2 consists of all Allowed General Unsecured Claims against
the Debtor. Holders of Allowed Class 3.2 Claims will be paid in
full satisfaction of their Allowed Claim: (a) fully and in Cash on
the Effective Date if the Claim is then an Allowed Claim; (b) fully
and in Cash within 7 days after the entry of an order Allowing the
Claim, if the Claim is not an Allowed Claim as of the Effective
Date; or (c) as otherwise agreed in writing by the Creditor holding
the Class 3.2 Claim. Allowed Class 3.2 General Unsecured Claims
shall not, for any purpose under the Plan, include interest on such
Claims from and after the Petition Date. No amounts attributable to
penalties imposed or sought to be imposed by holders of Allowed
Class 3.2 General Unsecured Claims will be paid. Class 3.2 General
Unsecured Claims are unimpaired. The Debtor estimates total
payments of $1,015,467 to General Unsecured Creditors under the
Plan.
Class 3.3 consists of the Carneiro Subordinated Claim against the
Debtor. The Debtor disputes the Carneiro Subordinated Claim. The
Carneiro Subordinated Claim shall be and hereby is subordinated, to
the payment of all other Allowed Claims against the Debtor. In full
and final satisfaction of the Carneiro Subordinated Claim, Carneiro
shall receive a lump sum cash payment in the amount of $300,000 on
the Effective Date of the Plan. The Class 3.3 Carneiro Subordinated
Claim is impaired. The Debtor will make total payments of $300,000
to the holder of the Class 3.3 Carneiro Subordinated Claim under
the Plan, if the Claim is Allowed.
Class 4.0 consists of all Equity Security Interests in the Debtor.
All holders of Equity Security Interests in the Debtor shall retain
such interests under the Plan, subject to dilution based on the
Warrants issued in connection with the exit financing. Class 4.0
Equity Security Interests are impaired under the Plan, but the
Debtor did not solicit votes from the holders of Class 4.0 Equity
Security Interests.
Payments under the Plan will be made from the cash flow of the
Debtor from the continued operation of the business. In addition,
the Debtor has negotiated $1,800,000 of unsecured exit financing to
be provided on the Effective Date.
A full-text copy of the Amended Plan dated November 17, 2022, is
available at https://bit.ly/3U5kbMb from PacerMonitor.com at no
charge.
About Somm Inc.
Somm Inc. is a wine wholesaler and importer in Sonoma, Calif. It
conducts business under the name SommSelect.
Somm filed a petition for relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-10267)
on July 14, 2022, with up to $10 million in both assets and
liabilities. Mark M. Sharf has been appointed as Subchapter V
trustee.
Judge Roger L. Efremsky oversees the case.
The Law Offices of Michael C. Fallon, MCA Financial Group, Ltd. and
Hurwitz Wheeler & Co., Inc. serve as the Debtor's legal counsel,
restructuring advisor and tax accountant, respectively.
SPG HOSPICE: Amends Plan to Include Providers Unsecured Claims Pay
------------------------------------------------------------------
James E. Cross, the Chapter 11 Trustee for SPG Hospice, LLC,
Scottsdale Physicians Group, PLC, and United Telehealth Corp.,
filed a First Amended Chapter 11 Plan dated November 17, 2022.
Trustee continues operating the three Debtors' businesses with the
assistance of current management. Post-Petition management will
remain the same as currently operating the Debtors. Such management
shall remain in place either throughout the life of this Amended
Plan, or until such time as the transition to management by a board
selected as part of any debt-for-equity exchange and infusion of
new capital.
The Plan provides payment in full of allowed claims over a period
of five years with funds derived from the consolidated operations
of the three Debtors. The five-year repayment plan will pay all
allowed claims in order of priority and pay allowed claim holders
more than such creditors would recover under a chapter 7
liquidation. The Debtors will commit a minimum of 75% of quarterly
net income.
Class 2 consist of Secured Claims. The holders of Allowed Class 2
Secured Claims shall receive on account of their Allowed Claim
payment in full either over five years from the Effective Date or
such later date as the Court may fix should the Allowed Secured
Claim holder elect §1111(b) treatment of their Allowed Secured
Claim For Clarity, the only creditors deemed as secured for
purposes of this Plan are those of AZBT and TOPPS, LLC. All liens
supporting such Allowed Secured Claims will continue to the extent
allowed by law until such claims are paid in full, or as otherwise
agreed or ordered by this Court. Further, Allowed Secured Claimants
shall have until the initial hearing on Plan Confirmation to make
any election under 11 U.S.C. § 1111(b). Allowed secured claims
will, thereafter, be paid as set forth herein, unless modified by
this Court. Further, should there be an uncured default of such
payment, existing for more than 90 days, the holder of such Allowed
Secured claim shall provide notice to the Reorganized Debtors and
shall then be entitled to exercise its remedies on such default.
Class 3 consists of the Allowed General Non-Provider Unsecured
Claims. The holders of Allowed Class 3 General Unsecured Claims
shall receive on account of their Allowed Claim a distributions
from the remaining assets of the Estate, recoveries from the
Litigation Trust and operating profits from the Reorganized Debtors
on the later of: (1) no later than five years following the
Effective Date, or (2) within 10 Business Days after such Claim
becomes an Allowed Claim. Payments of allowed claims in this class
will be made quarterly, beginning when the Class 2 claims have been
paid in full. For clarity, no holder of an Allowed Class 3 General
Non Provider Unsecured Claims will be allowed to participate in any
debt-for-equity exchange. Only Holders of Class 4 Allowed Unsecured
claims may elect to exchange their claims for the monetary
equivalent value of equity in the Reorganized Debtors.
Class 4 consists of Allowed Unsecured Claims of Current Providers.
This class shall consist of the Allowed Unsecured Claims of
Providers currently employed by the three Debtors who elect to
convert their debt to equity and make the cash infusion described
below. Any provider holding Allowed Unsecured Claims that is not
currently employed by the Debtors shall be treated as an Allowed
Unsecured Claimholder under Class 3. Allowed Unsecured Claimholders
in this class may elect to receive equity in the Reorganized
Debtors in an amount commensurate with their Allowed Unsecured
Claim. A minimum of 30 Providers must elect to exchange their Debt
for Equity, or this option shall become moot.
Further, in addition to such election, each Provider must
contribute $100,000 additional cash to recapitalize the Debtors.
Should less than thirty Providers make this election, then the
Debtors may cease operations and these Cases may be converted to a
liquidation under Chapter 7 of the Bankruptcy Code. Payments to
holders of allowed claims in this class, who do not participate in
the debt-for-equity exchange, will be made quarterly pursuant to
the treatment of Class 3 claims.
Equity Contribution shall mean the sum of $3,000,000 to be
contributed by the holders of Class 4 Allowed Unsecured Claims of
Current Providers, who elect to exchange their debt for equity. A
minimum of 30 Providers must elect to exchange their Debt for
Equity and each such electing Provider must contribute at least
$100,000 additional cash to recapitalize the Debtors. Should less
than thirty Providers make this election, then the Debtors may
cease operations and these Cases may be converted to a liquidation
under Chapter 7 of the Bankruptcy Code.
A full-text copy of the First Amended Plan dated November 17, 2022,
is available at https://bit.ly/3iaSNPx from PacerMonitor.com at no
charge.
The Chapter 11 trustee can be reached at:
James E. Cross
CROSS LAW FIRM, P.L.C.
7301 N. 16th St., Suite 102
Phoenix, AZ 85020
E-mail: jcross@crosslawaz.com
About SPG Hospice
Scottsdale Physicians Group, PLC, was founded by Nima Ghadimi in
2003. SPG provides hospitalist staffing services for hospitals, as
well as, physician staffing services to skilled nursing facilities
and other post-acute settings. Its workforce is comprised of
medical providers, mostly paid on a 1099 basis, and disease support
personnel, the vast majority of which are paid on a W-2 basis SPG's
income is generated solely from the fees associated from their
medical professionals providing services.
Established in 2018, SPG Hospice, LLC, provides hospice services
throughout Arizona but primarily located in the Phoenix
metropolitan area.
Established in 2019, United Telehealth Corp provides advanced
virtual care medical services to patients in their homes throughout
Arizona. UTC combines the remote provider aspect of traditional
telemedicine with an in-person medical technician "Tech" who is
physically present with the patient in their home or facility.
The U.S. Department of Justice claims that prepetition, the Debtors
violated, among other things, the False Claims Act, 31 U.S.C. Sec.
3729-33 (the "FCA"), by virtue of funds that Debtors received on
account of allegedly false claims for payment that the Debtors
allegedly knowingly submitted or caused to be submitted to the
Medicare Program, Title XVIII of the Social Security Act, 42 U.S.C.
Secs. 1395-1395kkk-1 (Medicare), the TRICARE Program, 32 C.F.R Sec.
199 et seq. (TRICARE).
PG Hospice, LLC, Scottsdale Physicians Group, PLC, and United
Telehealth Corp, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case Nos. 22-02385, 22-02388 and
22-02409) on April 19, 2022. In the petition signed by Nima
Ghadimi, managing member, the Debtor disclosed up to $50,000 in
assets and up to $500,000 in liabilities.
Judge Eddward P. Ballinger Jr. oversees the case.
Jonathan Philip Ibsen, Esq., at Canterbury Law Group, LLP, is the
Debtor's counsel.
STAT HOME HEALTH-WEST: Hires Gold Weems Bruser as Counsel
---------------------------------------------------------
Stat Home Health-West, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Louisiana to employ Gold Weems
Bruser Sues & Rundell, APLC to handle its Chapter 11 case.
The firm will be paid at these rates:
Shareholders $300 to $435 per hour
Associates $265 to $310 per hour
Paralegals $90 per hour
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
The retainer fee is $25,000.
Bradley Drell, Esq., a partner at Gold Weems Bruser Sues & Rundell,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Bradley L. Drell, Esq.
Gold Weems Bruser Sues & Rundell, APLC
P.O. Box 6118
Alexandria, LA 71307-6118
Tel: (318) 445-6471
Fax: (318) 445-6476
Email: bdrell@goldweems.com
About Stat Home Health-West
STAT Home Health-West, LLC is a home health care services provider
in Breaux Bridge, La.
STAT Home Health-West filed its voluntary petition for Chapter 11
protection (Bankr. W.D. La. Case No. 22-50732) on Nov. 3, 2022,
with $820,707 in assets and $11,686,071 in liabilities. Patrick
Mitchel, manager, signed the petition.
Judge John W. Kolwe oversees the case.
Gold Weems Bruser Sues & Rundell, APLC serves as the Debtor's legal
counsel.
SUMMIT II LLC: Unsecureds Will Get 100% in Subchapter V Plan
------------------------------------------------------------
Summit II, LLC filed with the U.S. Bankruptcy Court for the Middle
District of Florida a Subchapter V Plan of Reorganization dated
November 15, 2022.
The Debtor commenced its business on or about February 9, 2021.
Debtor is in the business of buying and developing real estate. The
Debtor's business was established specifically to purchase a
170-acre property in Dade City, Pasco County, Florida from Harry
and Janet Denlinger (the "Denlinger Property").
The Debtor intends to acquire the Denlinger Property to improve and
build out the necessary improvements into a residential 418 lot
subdivision and sell the lots to D.R. Horton, Inc. ("DR Horton")
pursuant to the Lot Purchase Agreement dated May 17, 2021 ("D.R.
Horton LPA").
On or about November 18, 2020, the Denlingers and DR Horton
executed a Land Purchase Contract ("Denlinger LPC") for the sale of
the Denlinger Property to DR Horton, or its assigns, for
$2,856,000.00. On October 26, 2021, the Denlingers filed a four
count Complaint in the Sixth Judicial Circuit for Pasco County,
Florida, Case No. 21-CA-002508 against, the Debtor and DR Horton
seeking to quiet title and to seek declaratory relief asserting
that the Denlinger LPC was terminated, the First and Second
Amendments to the LPC are invalid, and the Assignment is invalid
("Denlinger LPC Litigation").
If the Debtor is successful with respect to the Denlinger LPC, the
Denlinger Property would be sold to the Debtor. The Debtor would
develop the Denlinger Property and sell approximately 418 lots to
DR Horton under the DR Horton LPA. The net proceeds from DR Horton
Escrow Deposit, after payment of the property purchase price to the
Denlingers, in the amount of approximately $211,933.00 and the sale
of the 418 lots to DR Horton would be utilized to fund the Debtor's
plan and pay administrative expense claims in full and unsecured
creditors 100 cents on the dollar upon the Effective Date of the
Plan. If necessary, the Debtor's principals and their affiliates
will then fund the remaining balance necessary to fund a 100%
distribution under the Debtor's Plan on the Effective Date.
The Debtor's Plan will be funded by the net sale proceeds relating
to the Denlinger LPC and the DR Horton LPA, which will among other
things result in (a) pay all administrative expenses of the chapter
11 case which are currently estimated to be $60,000.00 for all
professional fees including the fees of the chapter 11, subchapter
V Trustee and (b) payment of 100% of the allowed claims of
unsecured creditors.
The Plan of Reorganization proposes to pay all creditors of the
Debtor from the net proceeds of the DR Horton Escrow Deposit.
Class 1 consists of all non-priority unsecured claims allowed under
Section 502 of the Code. The Debtor estimates that the total amount
of the unsecured allowed claims is approximately $437,226.00.
In the event that the Debtor is successful with respect to the
Denlinger LPC Litigation, the Denlinger Property would be sold to
the Debtor promptly after the Court's ruling. At closing, the net
proceeds from the DR Horton Escrow Deposit would result in proceeds
of approximately $211,933.00 which would be used to fund the
chapter 11 plan obligations. The Debtor's principals and their
affiliates will then fund the remaining balance necessary to fund a
100% distribution under the Debtor's plan on the Effective Date.
The Debtor would eventually proceed to develop the Denlinger
Property and sell approximately 418 lots to DR Horton under the DR
Horton LPA. All Plan payments totaling 100% of all allowed claims
will be paid in full on the Effective Date. In short, the 100%
distribution to creditors will be paid on the Effective Date and
will not be dependent on the future development and sale of the
lots.
In the event that the Debtor is unsuccessful with respect to the
Denlinger LPC Litigation, the Debtor shall seek to dismiss its
Chapter 11 case because the Debtor would no longer have any assets
of consequence. Absence a sale under the Denlinger LPC, the DR
Horton Escrow Deposit would be returned to DR Horton and the Debtor
would not have the ability to continue to operate.
Class 2 consists of Equity Security Holders. All equity interests,
which consists of D. Weiland with 85% membership interest, N.
Feldman with 5% ownership interest, B. Weiland with 5% ownership
interest, and Summit View, LLC with 5% ownership interest. Class 2
claimants are retaining their equity interests upon confirmation.
The Plan of Reorganization proposes to pay creditors of the Debtor
from the net proceeds of the DR Horton Escrow Deposit in the amount
of $211,932.85 and the contribution from the Debtor's principals or
affiliates.
A full-text copy of the Subchapter V Plan dated November 15, 2022,
is available at https://bit.ly/3ESYlH8 from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Alberto F. Gomez, Jr., Esq.
Johnson Pope Bokor Ruppel & Burns, LLP
Tampa, FL 33602
Tel: (813) 225-2500
Fax: (813) 223-7118
Email: al@jpfirm.com
About Summit II
Summit II, LLC, a limited liability company in Palm Harbor, Fla.,
was established specifically to purchase a 170-acre property in
Dade City, Pasco County from Harry and Janet Denlinger.
Summit II filed a petition for relief under Subchapter V of Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03844) on
Sept. 20, 2022, with $1 million to $10 million in both assets and
liabilities. Kathleen L. DiSanto has been appointed as Subchapter V
trustee.
The Debtor is represented by Alberto F Gomez, Jr., at Johnson Pope
Bokor Ruppel & Burns, LLP.
SUNERGY CALIFORNIA: $25,500 Slashed from Counsel's Fee Award
------------------------------------------------------------
Bankruptcy Judge Christopher M. Klein of Eastern District of
California sustains the U.S. Trustee's objections to the
compensation sought by Sunergy California LLC's counsel, Gonzalez &
Gonzalez Law, P.C.
Gonzalez & Gonzalez Law, P.C., was authorized to be employed to
represent the debtor in its capacity as Debtor-in-possession
performing the duties of the trustee. On July 8, 2021, the official
committee of unsecured creditors asked the Court to appoint a
Chapter 11 Trustee. The Court approved the U.S. Trustee's
appointment of the Chapter 11 Trustee on August 11. The Debtor
appealed the order to appoint a Chapter 11 Trustee and
unsuccessfully sought a stay pending appeal.
The joint plan of liquidation confirmed July 28, 2022, provides for
a Liquidating Trustee.
Now, the Debtor's counsel seeks a final fee award for services
before and after appointment of the chapter 11 trustee -- fees of
$132,540 and costs of $7,046. The U.S. Trustee challenges $25,506
of the requested amount as attributable to services rendered after
appointment of the Chapter 11 Trustee. The Liquidating Trustee
joins the objection of the U.S. Trustee and further objects to the
remainder of the fee application, urging that further investigation
is needed.
The Court finds that the question of fees for services rendered by
the Debtor's counsel after appointment of a Chapter 11 Trustee
warrants bifurcation as a matter of convenience, expedition, and
economy. The Court explains that "issues regarding services
rendered after DIP status ceased upon the Chapter 11 Trustee
appointment are discrete, fully litigated, and appropriate for
final decision. But, incomplete information about actual DIP
services prevents fair determination of the other contested final
fees without better factual development and opportunity for the fee
applicant to explain itself."
The U.S. Trustee argues the $25,506 portion of the fee application
by the Debtor's counsel for the period after appointment of the
Chapter 11 Trustee suffers from two independently fatal errors:
-- the Lamie problem regarding unauthorized employment; and
-- the lack of benefit to the estate.
The Court agrees with the U.S. Trustee's objection which is based
on the Supreme Court's ruling in Lamie v. United States Trustee,
540 U.S. 526 (2004). Based on Lamie reasons, the key disqualifier
is loss of DIP status, regardless of whether it results from
conversion to chapter 7 or appointment of a chapter 11 trustee. The
Court sustains the Lamie objection because the putative services
after appointment of the chapter 11 trustee were rendered without
the benefit of an employment authorization under Section 327.
Even in the absence of the Lamie objection, the Court rules that
the application for payment of compensation for services rendered
after the Chapter 11 Trustee became the representative of the
estate must be denied on account of 11 U.S.C. Section 330(a)(4)(A)
-- which forbids courts from awarding compensation for services
that are not reasonably likely to benefit the estate or necessary
to the administration of the case. The Court determines that the
Debtor's appeal of the order to appoint a Chapter 11 trustee was an
exercise in obstruction -- it had no reasonable likelihood of
benefitting the estate nor was it necessary to the administration
of the estate.
A full-text copy of the Court's Opinion dated Nov. 18, 2022, is
available at https://tinyurl.com/mr3wnm3b from Leagle.com.
About Sunergy California
Sunergy California LLC -- http://www.sunergyus.com/-- is a solar
module supplier. It was founded in 2016 and is headquartered and
has module production facilities in Sacramento, Calif.
Sunergy California filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 21-20172) on Jan. 20, 2021. In the petition signed by Lu
Han, chairman, the Debtor disclosed total assets of $7,629,993 and
total liabilities of $17,226,553. Judge Christopher M. Klein
oversees the case.
Gonzalez & Gonzalez Law, P.C. and RKF Global PLLC serve as the
Debtor's bankruptcy counsel and special counsel, respectively.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors on March 17, 2021. The committee tapped Downey
Brand, LLP as legal counsel and Dundon Advisers, LLC as financial
advisor.
On Aug. 11, 2021, the court approved the appointment of Jeffrey
Perea as Chapter 11 trustee. Nuti Hart, LLP and Conway MacKenzie,
LLC served as the trustee's legal counsel and financial advisor,
respectively.
SURGERY CENTER: Moody's Puts 'B3' CFR on Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Surgery Center
Holdings, Inc.'s (dba Surgery Partners) on review for upgrade.
These include its B3 Corporate Family Rating, B3-PD Probability of
Default Rating, and B1 Senior Secured Bank Credit Facility ratings.
The outlook was changed to rating under review from stable. There
is no action on the SGL-1 Speculative Grade Liquidity Rating.
The review is prompted by the company's announcement of an equity
offering that will be used to repay a portion of the company's
debt. The review will consider the amount of deleveraging and
reduced interest expense resulting from the equity raise. Moody's
will also focus on liquidity following the action.
Governance considerations are considered a factor in this rating
action as the issuance of equity to repay debt will be considered a
positive governance factor.
On Review for Upgrade:
Issuer: Surgery Center Holdings, Inc.
Corporate Family Rating, Placed on Review for Upgrade,
currently B3
Probability of Default Rating, Placed on Review for Upgrade,
currently B3-PD
Senior Secured 1st Lien Bank Credit Facilities, Placed on
Review for Upgrade, currently B1 (LGD2)
Senior Unsecured Notes, Placed on Review for Upgrade,
currently Caa2 (LGD5)
Outlook Actions:
Issuer: Surgery Center Holdings, Inc.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Excluding the review, Surgery Partners' B3 Corporate Family Rating
reflects its high financial leverage and weak interest coverage.
Moody's estimate LTM June 30, 2022 leverage to be 8.5x, declining
to the mid 7x range over the next 12-18 months driven by organic
growth and acquisitions. This would not include the contemplated
debt repayment. The credit profile is also constrained by labor
pressures impacting the industry and the elective nature of many of
the procedures performed in Surgery Partners' ambulatory surgery
centers (ASCs), meaning that patients can delay/forego treatment in
times of economic weakness. Further, the risks stemming from
exposure to government payers could lead to future reimbursement
pressures.
Surgery Partners benefits from its strong market position and
favorable industry fundamentals, as payers including Medicare and
private insurers, continue to drive patients out of hospitals and
into less costly points of care, like ASCs. Growth opportunities
arise from the company's good case mix that favors procedures with
higher reimbursements, and continued investments to enhance its
cardiology and musculoskeletal capabilities. Surgery Partners will
continue to make investments to enhance cardiology and
musculoskeletal capabilities in its facilities through recruitment
of specialists and technological investments (i.e., robotics) which
will add to growth over the coming years.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation of very good liquidity over the next 12-18 months.
Surgery Partners had about $155 million of cash as of September 30,
2022, and substantial availability under its $350 million senior
secured revolving credit facility. Moody's anticipates positive
free cash flow in 2023 following substantial working capital
constraints in 2022. Free cash flow will continue to be constrained
by high fixed costs including interest expense, capital
expenditures and minority interest dividends.
ESG considerations have a highly negative impact on Surgery
Partners' rating driven by governance risk considerations due to
Surgery Partner's aggressive financial strategy including debt
funded acquisitions. Further, even though the company is public,
Bain Capital has about a 55% ownership stake (prior to the equity
offering) in the company making it more at risk to partake in
shareholder friendly policies that can include debt funded
dividends.
Surgery Partner's exposure to social risk considerations is also
highly negative driven by meaningful reliance on government payors.
Surgery Partners faces social risks related to demographic and
societal trends such as the rising concerns around the access and
affordability of healthcare services. Surgery Partners is mostly
reliant on commercial insurance, but still has about 43% of revenue
from government payors. Any changes to reimbursement to Medicare or
Medicaid directly impacts revenue and profitability. Regarding
responsible production, while there is no disclosed litigation or
other contingencies, as a healthcare service provider, the company
remains at risk to government investigations. Surgery Partners is
also exposed to labor pressures and human capital constraints as
the company relies on highly specialized labor to provide its
services.
Surgery Partners Inc, headquartered in Brentwood, TN, is an
operator of 145 short stay surgical facilities in 32 states as of
September 30, 2022. The surgical facilities, which include 126 ASCs
and 19 surgical hospitals, primarily provide non-emergency surgical
procedures across many specialties. Surgery Partners also provides
ancillary services including physician practice services,
anesthesia services, and a specialty pharmacy. Prior to the equity
offering, Surgery Partners is 54.9% owned by Bain Capital Private
Equity, LP and listed on the NASDAQ. Revenue is approximately $2.4
billion LTM September 30, 2022.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
THOMPSON MILLWORK: Wins Cash Collateral Access Thru Nov 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina, Durham Division, authorized Thompson Millwork, LLC to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance.
The Debtor requires the use of cash collateral to pay its
operational needs.
Atlantic Union Bank, formerly known as Xenith Bank, a Division of
Union Bank & Trust of Richmond, Virginia) asserts a blanket lien
against all of the Debtor's personal property. Atlantic Union
Bank's security interest was perfected by the filing of a UCC-1
with the North Carolina Secretary of State on June 14, 2019,
bearing file number 20190063715F. As of the Petition Date, the
aggregate amount outstanding to Atlantic Union Bank on those loans
was approximately $340,000.
Ascentium Capital, LLC asserts a blanket lien against all of the
Debtor's personal property. Ascentium's security interest was
perfected by the filing of a UCC-1 with the North Carolina
Secretary of State on December 24, 2019, bearing file number
20190135727J. As of the Petition Date, the aggregate amount
outstanding to Ascentium on this loan is approximately $14,000.
The U.S. Small Business Administration asserts a blanket lien
against all of the Debtor's personal property, including its cash
revenue and accounts receivable. The SBA's security interest was
perfected by the filing of a UCC-1 with the North Carolina
Secretary of State on June 3, 2020, bearing file number
20200069083A. As of the Petition Date, the aggregate amount owed to
the SBA on this loan is approximately $498,000.
Breakout Capital, LLC asserts a blanket lien against all of the
Debtor's personal property, including its cash revenue and accounts
receivable. Breakout's security interest was perfected by the
filing of a UCC-1 with the North Carolina Secretary of State on
September 28, 2021, bearing file number 20210131632B. As of the
Petition Date, the aggregate amount owed to Breakout on this loan
is approximately $350,000.
Libertas Funding, LLC asserts a blanket lien against all of the
Debtor's personal property. Libertas' security interest was
perfected by the filing of a UCC-1 with the North Carolina
Secretary of State on March 11, 2022, bearing file number
20220032696C. As of the Petition Date, the aggregate amount owed to
Libertas on this loan is approximately $503,613.
The Internal Revenue Service asserts a blanket lien against all of
the of Debtor's personal property, including its cash revenue and
accounts receivable, on account of a Notice of Federal Tax Lien
filed on or about May 11, 2022, with the North Carolina Secretary
of State in the amount of $331,699.
As adequate protection, the Secured Parties are granted
post-petition replacement liens in the Debtor's post-petition
property of the same kind which secured the indebtedness of the
Secured Parties pre-petition, with such liens having the same
validity, priority, and enforceability as the Secured Parties had
against the same kind of such collateral as of the Petition Date.
As additional adequate protection, the Debtor will keep all of its
property insured for no less than the amounts of the pre-petition
insurance, and maintain all other required or customary insurance.
The Debtor will timely pay all insurance premiums related to any
and all of the collateral securing the claims of the Secured
Parties.
The Debtor's obligations are continuing in nature, will survive the
term of the Order, and will remain in effect until the earliest
of:
a. The entry of a final order authorizing the use of cash
collateral;
b. The entry of a further interim order authorizing the use of
cash collateral;
c. November 30, 2022;
d. The entry of an order denying or modifying the use of cash
collateral;
e. The effective date of any confirmed plan in the case;
f. Conversion of the case to another chapter of the Bankruptcy
Code or removal of the Debtor from possession;
g. The entry of further orders of the Court regarding the
subject matter hereof;
h. Dismissal of the proceeding; or
i. Occurrence of an event of default that is not timely
cured.
These events constitute an "Event of Default:"
a. The Debtor will fail to comply with any of the terms or
conditions of the Order;
b. The Debtor will use cash collateral other than as
authorized in the Order;
c. Cancellation or lapse of the Debtor's applicable insurance
coverage; or
d. Cessation of business operations by the Debtor.
As further adequate protection, the Secured Parties are granted an
allowed super-priority administrative expense claim pursuant to
Sections 503(b) and 507(a)(2) of the Bankruptcy Code to the extent
of any diminution in value of the respective Secured Party's
interest in prepetition collateral caused solely by the use of cash
collateral pursuant to the terms of the Order.
A further hearing on the matter is set for November 30 at 2 p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3AIi7mo from PacerMonitor.com.
The Debtor projects $157,241 in revenue and $167,042 in total
expenses for the period from November 16 to November 30.
About Thompson Millwork
Thompson Millwork LLC is a turnkey commercial casework and
specialty millwork provider based in Durham, North Carolina.
Thompson Millwork LLC filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
22-802102) on Oct. 26, 2022. In the petition filed by Matthew
Thompson, as managing member, the Debtor reported assets and
liabilities between $1 million and $10 million.
Brian Richard Anderson has been appointed as Subchapter V trustee.
The Debtor is represented by Philip Sasser, Esq., at Sasser Law
Firm.
TORREY HOLDINGS: Amends Several Secured Claims Pay Details
----------------------------------------------------------
Torrey Holdings, LLC, submitted a First Amended Disclosure
Statement to accompany Plan of Reorganization dated November 22,
2022.
The Debtor proposes this plan of reorganization for the resolution
of Debtor's outstanding Claims and Equity Interests.
On January 24, 2022, secured creditor to NewRez LLC d/b/a
Shellpoint Mortgage Servicing, its assignees and/or successors in
interest ("St. Nazaire Creditor" when referred to as it relates to
the St. Nazaire Property) filed its Motion for Relief from the
Automatic Stay. Thereafter, Debtor and the St. Nazaire Creditor
conducted discussions regarding the valuation and plan treatment
for the St. Nazaire Property and the St. Nazaire Secured Claim.
However, these discussions were unsuccessful. Eventually, the
property was sold at foreclosure on or about November 22, 2022. The
Debtor is still investigating the circumstances of this sale.
Class 1 consists of Appaloosa Secured Claim. Class 1 shall receive
a secured claim in the amount of $360,858.84 pursuant to its
election under Section 1111(b), and shall receive payments
amortized over the term of 30 years, at a fixed rate of 5.25% per
annum, such payment to commence as soon as reasonably practicable
after the later of (i) the Effective Date of the Plan, (ii) the
date such Class 1 Claim becomes Allowed, or (iii) such other date
as may be ordered by the Bankruptcy Court. Class 1 is an Impaired
Class.
Class 2 consists of Flamingo Secured Claim. Class 2 shall receive
title to the Flamingo Property in full satisfaction of any and all
of its claims. Class 2 is an Unimpaired Class. The Holder of an
Allowed Class 2 Claim is not entitled to vote to accept or reject
the Plan.
Class 3 consists of Marathon Secured Claim Class 3 shall receive
monthly principal and interest payments in an amount based upon the
value of the Marathon Property being $64,000.00, amortized over a
term of 30 years, at a fixed rate of 5.25% per annum, such payments
to commence as soon as reasonably practicable after the later of
(i) the Effective Date of the Plan (ii) the date such Class 3
becomes Allowed, or (iii) such other date as may be ordered by the
Bankruptcy Court. Class 3 in an Impaired Class.
Class 4 consists of Pioneer Secured Claim Class 4 shall receive a
secured claim in the amount of $136,776.50 pursuant to its election
under Section 1111(b), and shall receive payments amortized over
the term of 30 years, at a fixed rate of 5.25% per annum, such
payment to commence as soon as reasonably practicable after the
later of (i) the Effective Date of the Plan, (ii) the date such
Class 4 Claim becomes Allowed, or (iii) such other date as may be
ordered by the Bankruptcy Court. Class 4 is an Impaired Class.
Class 6 consists of San Lago Secured Claim Class 6 shall receive
monthly principal and interest payments in an amount based upon the
value of the San Lago Property being $130,000.00, amortized over a
term of 30 years, at a fixed rate of 5.25% per annum, such payments
commence as soon as reasonably practicable after the later of (i)
the Effective Date of the Plan (ii) the date such Class 6 becomes
Allowed, or (iii) such other date as may be ordered by the
Bankruptcy Court. Class 6 in an Impaired Class.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class 10 General Unsecured Claims shall receive payment of
$2,000.00 in cash to be divided amongst each Allowed Claim as soon
as reasonably practicable after the later of (i) the Effective Date
of the Plan, (ii) the date such Class 10 Claim becomes Allowed, or
(iii) such other date as may be ordered by the Bankruptcy Court.
Class 10 is an Impaired Class.
* On the Effective Date of the Plan, Debtor's Equity Interest
Holder will retain its share of Equity Interest in Reorganized
Debtor.
On and after the Effective Date, Reorganized Debtor shall continue
to exist as a separate entity in accord with applicable law and
shall retain all licenses necessary to its operations that existed
as of the Petition Date. Debtor's existing articles of
incorporation, bylaws, corporate resolutions (as amended,
supplemented or modified) will continue in effect for Reorganized
Debtor following the Effective Date, except to the extent such
documents are amended in conformance with this Plan or by proper
corporate action after the Effective Date.
From the Effective Date until the dissolution of Reorganized
Debtor, Debtor's sole managing member and qualified entity, 365
Real Estate Investments, LLC, shall have full authority to make all
decisions and take all actions on behalf of Reorganized Debtor to
effectuate the Plan.
On and after the Effective Date, Reorganized Debtor's parent
company and managing member, 365 Real Estate Investments, LLC, will
provide substantial new value to Reorganized Debtor by infusing
Reorganized Debtor with the necessary funds to may claims, restore
the Property to habitable conditions, and renovate to maximize
income, which Debtor projects will cost at least $400,000.00.
A full-text copy of the First Amended Disclosure Statement dated
November 22, 2022, is available at https://bit.ly/3gCuKbV from
PacerMonitor.com at no charge.
Counsel for Debtor:
Ryan A. Andersen, Esq.
Ani Biesiada, Esq.
Andersen Law Firm, Ltd.
101 Convention Center Drive, Suite 600
Las Vegas, NV 89109
Tel: (702) 522-1992
Fax: (702) 825-2824
Email: ryan@vegaslawfirm.legal
ani@vegaslawfirm.legal
About Torrey Holdings
Based in Las Vegas, Torrey Holdings, LLC, filed a Chapter 11
petition (Bankr. D. Nev. Case No. 20-10449) on Jan. 27, 2020. At
the time of filing, the Debtor had estimated assets of between
$500,001 and $1 million and liabilities of less than $50,000. Judge
Bruce T. Beesley oversees the case. The Debtor tapped Andersen Law
Firm, Ltd., as its legal counsel.
ULTRA SEAL: Seeks to Hire RBT CPAs as Accountant
------------------------------------------------
Ultra Seal Corporation and Ultra-Tab Laboratories, Inc. seek
approval from the U.S. Bankruptcy Court for the Southern District
of New York to employ RBT CPAs, LLP as accountant.
The firm's services include:
a. reviewing and analyzing any proposed transactions for which
the Debtor may seek court approval;
b. reviewing, analyzing and making recommendations regarding any
proposed dispositions of assets;
c. providing financial analysis of any business plan, plan of
reorganization, liquidation analysis and accompanying disclosure
statement, including assistance in negotiations;
d. assisting in the analysis of historical and projected
financial statements;
e. reviewing and analyzing the tax impact of proposed
transactions or plans of reorganization;
f. assisting the Debtor in the analysis of claims;
g. preparing quarterly and year-end financial statements,
including balance sheets, profit and losses, and cash flow
statements;
h. filing local, state and federal tax returns; and
i. assisting in other accounting matters.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Barbara Ostrander, a partner at RBT CPAs, LLP, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Barbara Ostrander
RBT CPAs, LLP
2678 South Road, Suite 101
Poughkeepsie, NY 12601
Tel: (845) 205-7984
Email: bostrander@rbtcpas.com
About Ultra Seal Corporation
Ultra Seal Corporation is a privately owned and operated contract
packager of pharmaceutical products, nutritional supplements and
personal care products located in the heart of New York's Hudson
Valley. Affiliate, Ultra-Tab Laboratories, Inc., is a bulk
manufacturer of those products. Both are regulated by the U.S. Food
and Drug Administration.
Ultra Seal and Ultra-Tab sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-35630) on
Oct. 6, 2022. At the time of the filing, Ultra Seal listed
$8,861,955 in assets and $5,757,027 in liabilities while Ultra-Tab
listed up to $10 million in both assets and liabilities.
Judge Cecelia G. Morris oversees the cases.
Michelle L. Trier, Esq., at Genova, Malin & Trier, LLP and RBT
CPAs, LLP serve as the Debtors' legal counsel and accountant,
respectively.
UNITED COMMERCIAL: A.M. Best Cuts LT Issuer Rating to bb(Fair)
--------------------------------------------------------------
AM Best has downgraded the Long-Term Issuer Credit Rating
(Long-Term ICR) to "bb" (Fair) from "bb+" (Fair) and affirmed the
Financial Strength Rating of B (Fair) of The Order of United
Commercial Travelers of America (UCT) (Columbus, OH). The outlook
of these Credit Ratings (ratings) is stable.
The ratings reflect UCT's balance sheet strength, which AM Best
assesses as adequate, as well as its weak operating performance,
limited business profile and marginal enterprise risk management.
The ratings also reflect UCT's declining level of risk-adjusted
capitalization in support of its insurance and investment risks
(despite a conservative investment portfolio and the extensive use
of reinsurance), a decline in direct premiums written, and
negatively trending net income. The company also maintains an
overall small absolute level of capital, which together with its
limited financial flexibility and lack of diversification has the
potential to magnify the impact of unfavorable operating trends on
risk-adjusted capitalization.
UCT's operating performance has been weak during the past couple of
years due to headwinds from the COVID-19 pandemic and
higher-than-expected claims. The company maintains modest market
positions in a highly competitive accident and health segment in
which many of its competitors enjoy significant scale advantages,
which limits UCT's business profile.
However, AM Best notes that UCT implemented an Insurance Oversight
Board in April 2019 to help manage its strategic planning, mitigate
risks and provide insurance industry expertise. AM Best will
continue to monitor UCT's capital level and operating performance
over the near term as the oversight board works with the company.
AM Best also notes that UCT has been refocusing its dental, vision
and hearing line of business as its primary product line to have it
represent a smaller proportion of its written premiums, and provide
better diversification between the products in its portfolio While
the company has made strategic business shifts in products and
distribution, the full impact has yet to be realized.
The stable Long-Term ICR outlook reflects AM Best's expectation
that the company will maintain an overall balance sheet assessment
in the adequate range over the intermediate term and continue to
focus on improving its weak operating performance.
US RENAL CARE: US$1.60B Bank Debt Trades at 43% Discount
--------------------------------------------------------
Participations in a syndicated loan under which US Renal Care Inc
is a borrower were trading in the secondary market around 58
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$1.60 billion facility is a term loan. The loan is scheduled
to mature on July 26, 2026. About US$1.55 billion of the loan is
withdrawn and outstanding.
U.S. Renal Care is a dialysis provider available for people living
with chronic and acute renal disease.
US RENAL CARE: US$225M Bank Debt Trades at 42% Discount
-------------------------------------------------------
Participations in a syndicated loan under which US Renal Care Inc
is a borrower were trading in the secondary market around 58
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$225 million facility is a term loan. The loan is scheduled
to mature on July 26, 2026. About US$222 million of the loan is
withdrawn and outstanding.
U.S. Renal Care, Inc. provides healthcare services. The Company
offers hemodialysis, peritoneal dialysis, and kidney disease
services.
VERICAST CORP: US$1.78B Bank Debt Trades at 27% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Vericast Corp is a
borrower were trading in the secondary market around 73.4
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$1.78 billion facility is a term loan. The loan is scheduled
to mature on November 3, 2023. About US$38 million of the loan is
withdrawn and outstanding.
Vericast Corp. operates as a marketing company. The Company offers
advertising, marketing, transaction solutions, customer data,
cross-channel campaign management, and intelligent media delivery
services.
VERITAS US: EUR749M Bank Debt Trades at 28% Discount
----------------------------------------------------
Participations in a syndicated loan under which Veritas US Inc is a
borrower were trading in the secondary market around 72
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The EUR749 million 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.
VG IMPERIAL: Taps Law Offices of Alla Kachan as Counsel
-------------------------------------------------------
VG Imperial Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ the Law Offices of Alla
Kachan, PC as its counsel.
The firm's services include:
(a) assisting the Debtor in administering its Chapter 11
case;
(b) making such motions or taking such actions as may be
appropriate or necessary under the Bankruptcy Code;
(c) representing the Debtor in prosecuting adversary
proceedings to collect assets of the estate and such other actions
as the Debtor deems appropriate;
(d) taking such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(e) negotiating with creditors in formulating a plan of
reorganization;
(f) drafting and implementing the Debtor's plan of
reorganization; and
(g) rendering such additional services as the Debtor may
require in this case.
The firm will be paid at these rates:
Attorney $475 per hour
Clerks and Paraprofessionals $250 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor paid the firm an initial retainer of $15,000.
Alla Kachan, Esq., a member of the Kachan Law Office, 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:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About VG Imperial Inc.
VG Imperial Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 22-42627) on Oct. 21, 2022, with as much as $1
million in both assets and liabilities. Judge: Nancy Hershey Lord
oversees the case.
The Law Offices of Alla Kachan, PC and Wisdom Professional
Services, Inc. serve as the Debtor's legal counsel and accountant,
respectively.
VG IMPERIAL: Taps Wisdom Professional Services as Accountant
------------------------------------------------------------
VG Imperial, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Wisdom Professional
Services, Inc. as its accountant.
The Debtor requires an accountant to prepare its monthly operating
reports.
The firm will be billed at the rate of $250 per report.
The Debtor paid the firm an initial retainer of $3,000.
Michael Shtarkman, a certified public accountant at Wisdom
Professional Services, 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:
Michael Shtarkman, CPA
Wisdom Professional Services Inc.
626 Sheepshead Bay Road, Suite 640
Brooklyn, NY 11224
Telephone: (718) 554-6672
Facsimile: (718) 954-8994
Email: michael@shtarkmancpa.com
About VG Imperial Inc.
VG Imperial Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 22-42627) on Oct. 21, 2022, with as much as $1
million in both assets and liabilities. Judge: Nancy Hershey Lord
oversees the case.
The Law Offices of Alla Kachan, PC and Wisdom Professional
Services, Inc. serve as the Debtor's legal counsel and accountant,
respectively.
VIBRANTZ TECHNOLOGIES: US$2.45B Bank Debt Trades at 15% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Vibrantz
Technologies Inc is a borrower were trading in the secondary market
around 84.7 cents-on-the-dollar during the week ended Friday,
November 25, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$2.45 billion facility is a term loan. The loan is scheduled
to mature on April 21, 2029. The amount is fully withdrawn and
outstanding.
Vibrantz Technologies Inc. mines diversified minerals. The Company
offers its services in the United States.
VISION OF HOPE: Unsecureds to Recover 33% Via Quarterly Payments
----------------------------------------------------------------
Vision of Hope Community Church, Inc. filed with the U.S.
Bankruptcy Court for the Northern District of Georgia a Plan of
Reorganization for Small Business.
The Debtor is a non-profit church that operates as a Georgia
corporation. The church owns one real estate asset where the church
holds its worship services and conducts spiritual activities. The
real estate asset is located at 1317 Henrico Rd, Conley, GA 30288
(hereinafter "church campus").
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $15,501. The final Plan
payment for unsecured claims is expected to be paid on February 1,
2026.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash on hand, cash flow from operations, and other future
income.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately cents on the dollar. This Plan also provides for
the payment of administrative and priority claims.
Class 2 consists of the Secured claim of Tower Financial Services,
Inc. Because this claim is under-secured, this claim of Tower
Financial Services, Inc. shall be bifurcated into a secured claim
equal to the amount of the equity attachment of its lien on the
collateral, and an unsecured claim for the remainder of the balance
due. The amount of the allowed secured claim of Tower that is
secured by the First Priority Lien on the Church Campus shall be in
the amount of $210,000.00 (hereinafter the "Tower First Priority
Claim"). Tower shall also have a second unsecured claim in the
amount of $26,984.00 that will be administered as a Class 3 general
unsecured claim.
The secured portion of the Tower First Priority Claim in the amount
of $210,000.00 due on the Tower First Priority Loan will be paid at
11.50% interest as a fully amortized loan for a period of 15 years,
starting on the first day of the first full month following the
Effective Date, but with a balloon payment for the full amount
remaining due payable as the 60th monthly interval payment
following the Effective Date. This will result in the loan being
paid in full 5 years following the first day of the first full
month of the Effective Date.
Class 3 consists of Non-priority unsecured creditors. Class 3
members will be paid a dividend of 33% of their allowed claims with
quarterly payments for the first 36 months following the Effective
Date. Each of the Class 3 Members will be paid on a pro rata basis
together with all other creditors in Class 3. The allowed unsecured
claims total $46,984.
Class 4 consists of the equity security holders of the Debtor. As a
non-profit, there are no equity security holders of the Debtor.
However, under the Plan, the Debtor itself will retain all of its
interests in the property of the estate.
The funding of the Plan will be accomplished through available cash
on the Effective Date of the Plan and future disposable income
obtained through regular and ordinary charitable contributions
received by the church.
The Debtor projects an annual income from for the church from
contributions made to the church in the amount of $44,215. This is
amount will be generated entirely from contributions made to the
church by its members and members of the community where the church
is located.
A full-text copy of the Plan of Reorganization dated November 21,
2022, is available at https://bit.ly/3gJQLoW from PacerMonitor.com
at no charge.
The Debtor is represented by:
Michael Jones, Esq.
M JONES & ASSOCIATES, PC
E-mail: mike@mjonesoc.com
About Vision Of Hope
Vision Of Hope Community Church, Inc. is a non-profit church that
operates as a Georgia corporation. The Debtor filed Chapter 11
Petition (Bankr. N.D. Ga. Case No. 22-55833) on July 31, 2022. The
Debtor is represented by Michael Jones, Esq. of M JONES &
ASSOCIATES, PC.
VISION SOLUTIONS INC: US$2.48B Bank Debt Trades at 17% Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Vision Solutions
Inc is a borrower were trading in the secondary market around 83.5
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The US$2.48 billion facility is a term loan. The loan is scheduled
to mature on May 28, 2028. The amount is fully withdrawn and
outstanding.
Vision Solutions, Inc. designs and develops data recovery software.
The Company offers high availability, disaster recovery, security,
migration, database replication, and cloud solutions. Vision
Solutions serves customers worldwide.
VITAL PHARMACEUTICALS: Four New Committee Members Appointed
-----------------------------------------------------------
The U.S. Trustee for Region 21 appointed four more creditors to
serve on the official committee of unsecured creditors in the
Chapter 11 cases of Vital Pharmaceuticals, Inc. and its
affiliates.
The new members are Matt Blum of Warner Music Group Corp.; W.
Conrad Ragan of PepsiCo., Inc.; Stephen Cole of The American
Bottling Co., Inc.; and Peter Fischer.
As of Nov. 23, the members of the committee are:
1. Clint E. Pyle
Stellar Group, Inc.
2900 Hartley Rd.
Jacksonville, FL 32257-8221
Phone: 904-889-9835
Email: cpyle@stellar.net
2. Mark H. Speiser
Archer Daniels Midland Co.
4666 Faries Parkway
Decatur, IL 62526
Phone: 217-521-3819
Email: mark.speiser@adm.com
3. Douglas Potvin
Trinity Logistics, Inc.
50 Fallon Avenue
Seaford, DE 19973
Phone: 302-253-3919
Email: doug.potvin@trinitylogistics.com
4. Curt Rothlisberger
Ardagh Metal Packaging USA Corp.
8770 W. Bryn Mawr Avenue
Chicago, IL 60631
Phone: 773-490-1864
Email: curt.rothlisberger@ardaghgroup.com
5. Ron Cenderelli
Crown Cork & Seal USA, Inc.
770 Township Line Road
Yardley, PA 19067
Phone: 215-698-5124
Email: Ron.Cenderelli@crowncork.com
6. Marshall J. Wells
QuikTrip Corporation
4705 S. 129th East Ave.
Tulsa, OK 74134
Phone: 918-615-7913
Email: mwells@quiktrip.com
7. Stephanie Penninger
XPO Logistics, L.L.C.
11215 North Community House Road
Charlotte, NC 28277
Phone: 704-956-6028
Email: Stephanie.Penninger@rxo.com
8. Matt Blum
Warner Music Group Corp.
70 Music Sq. W., Ste. 341
Nashville, TN 37203
Phone: 847-899-6274
Email: matt.blum@wmg.com
9. W. Conrad Ragan
PepsiCo., Inc.
1100 Reynolds Blvd.
Winston-Salem, NC 27105
Phone: 336-972-8910
Email: conrad.ragan@pepsico.com
10. Stephen Cole
The American Bottling Co., Inc.
6425 Hall of Fame Ln.
Frisco, TX 75034-1954
Phone: 469-404-8943
Email: Stephen.Cole@kdrp.com
11. Peter Fischer
c/o Daniel F. Harvath
Harvath Law Group, L.L.C.
75 W. Lockwood, Ste. 1
Webster Groves, MO 63119
Phone: 314-550-3717
Email: dharvath@harvathlawgroup.com
About Vital Pharmaceuticals
Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing
business as Bang Energy and as VPX Sports, has developed
performance beverages, supplements, and workout products to fuel
high-energy lifestyles. VPX Sports is the maker of Bang energy
drinks, among other consumer products.
Vital Pharmaceuticals, Inc., along with certain of its domestic
subsidiaries and affiliates, filed voluntary petitions for
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Lead Case No. 22-17842) on Oct. 10, 2022.
VPX estimated $500 million to $1 billion in assets and liabilities
as of the bankruptcy filing.
The Hon. Scott M. Grossman is the case judge.
The Debtors tapped Latham & Watkins, LLP as general bankruptcy
counsel; Berger Singerman, LLP as local counsel; Huron Consulting
Group, Inc. as CTO services provider; and Rothschild & Co US, Inc.
as investment banker. Stretto, Inc. is the notice, claims and
solicitation agent.
VITEC ELECTRONICS: Unsecured Creditors to Split $909K Over 3 Years
------------------------------------------------------------------
Vitec Electronics Corporation filed with the U.S. Bankruptcy Court
for the Southern District of California a Plan of Reorganization
under Subchapter V dated November 21, 2022.
The Debtor is engaged in the business of designing and selling
magnetic electronic components to its customers. It has been
engaged in business in California since 1986, and in San Diego
County since 2001.
The Debtor's business has been and continues to be negatively
impacted by the COVID19 pandemic, including supply chain challenges
caused by the effects of the pandemic in China, which is where the
Debtor's main supplier and sub-manufacturer are located. The
Debtor's business also has been substantially affected by a certain
judgment for approximately $2 million in favor of Schneider
Electric USA, Inc. and Veris Industries, LLC for attorneys' fees
resulting from certain business litigation commenced by the
Debtor.
Due to challenges caused by the effects of the COVID-19 pandemic
and such business litigation (including a bank levy by the judgment
in excess of $300,000), the Debtor filed a voluntary petition for
relief under Chapter 11 (subchapter V) of the Bankruptcy Code on
August 23, 2022.
Class 1 consists of the Claim of Schneider Electric USA, Inc./Veris
Industries, LLC (Claim No. 3) in the amount of $2,048,361.19, of
which $332,372.00 allegedly is secured by funds levied upon and
received by such Creditors within 90 days of the Petition Date. The
Class 1 Claim shall be treated as an Unsecured Claim because the
pre-petition levy by the holder of the Class 1 Claim, and any lien
purportedly created by or in connection with such levy, constitute
transfers that are entirely avoidable pursuant to 11 U.S.C. §
547(b).
Treatment of the Class 1 Claim shall be in accordance with the
treatment of Class 2 Claims, and the amount of any payment on
account of the Class 1 Claim shall be determined as if the Class 1
Claim were a Class 2 Claim. Provided, however, that in accordance
with 11 U.S.C. § 502(c), the Class 1 Claim shall be disallowed,
and nothing shall be paid to the holder of the Class 1 Claim,
unless and until the holder of the Class 1 Claim returns all levied
funds to the Debtor or Reorganized Debtor and any and all liens or
alleged liens in favor of the holder of the Class 1 Claim have been
avoided and/or released. Class 1 is impaired.
Class 2 consists of all Unsecured Claims. The holder of an Allowed
Class 2 Claim shall be paid a Pro Rata share of the Unsecured
Creditor Distribution in installments for a period of three years
(36 months) after the Effective Date. Payment shall be made
quarterly, with the first distribution being made no later than 30
days after the last day of the third calendar quarter ending after
the Effective Date, and each subsequent distribution being made no
later than 30 days after the last day of each subsequent calendar
quarter.
Provided, however, that payments with respect to any Class 2 Claim
for which a Claim objection is contemplated or pending shall be
accrued and held by the Debtor, with the accrued and held amounts
being paid not later than 30 days after the date the Class 2 Claim
becomes an Allowed Claim. To the extent that an Unsecured Claim is
disallowed in whole or in part by a Final Order, the portion of the
Unsecured Creditor Distribution that would have been paid on
account of such wholly or partially disallowed Unsecured Claim
shall be distributed to holders of Allowed Unsecured Claims in the
quarterly distribution that is next due after such disallowance.
Notwithstanding any contrary provision in this Plan, provided that
Allowed Administrative Expense Claims do not exceed $125,000 and
Priority Tax Claims do not exceed $10,000, the Unsecured Creditor
Distribution shall be not less than $909,830 (i.e., Projected
Disposable Income, less $135,000), with each holder of an Allowed
Unsecured Claim receiving a Pro Rata portion thereof, and shall be
paid not later than 30 days after the end of each calendar quarter
after the Effective Date.
Class 3 consists of all stock interests in the Debtor corporation.
The Class 3 interest holder (Lien Lee) shall retain his equity
interest in the Debtor and the rights of the Class 3 interest
holders shall continue to be determined in accordance with the
Debtor's internal governing documents and applicable nonbankruptcy
law. Class 3 is unimpaired.
This Plan is a pot plan whereby the Reorganized Debtor will pay
Allowed Claims (including holders of Administrative Claims,
Priority Claims, and Unsecured Claims) 100% of the projected
disposable income generated from the Debtor's operations.
The Debtor's projected disposable income during Years 1 through 3
under the Plan is $1,044,830. Based on these projections, estimated
administrative expense claims of $125,000, and estimated Priority
Tax Claims of $10,000, the Debtor expects that Unsecured Creditors
will receive under the Plan a total of $909,830 from the
Reorganized Debtor's operations, or an estimated 18.3% of the
allowed amounts of their Claims (unless an Unsecured Creditor has
agreed to a lesser distribution).
A full-text copy of the Plan of Reorganization dated November 21,
2022, is available at https://bit.ly/3igyxfl from PacerMonitor.com
at no charge.
Counsel for Debtor:
K. Todd Curry, Esq.
Curry Advisors
A Professional Law Corporation
185 West F Street, Suite 100
San Diego, CA 92101
Tel: 619-238-0004
Fax: 619-238-0006
Email: tcurry@currylegal.com
About Vitec Electronics Corporation
Vitec Electronics Corporation is an electrical supply store in
Carlsbad, Calif. It designs and manufactures pulse, control, and
interface transformers, power inductors, and PFC chokes.
Vitec Electronics filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No.
22-02205) on Aug. 23, 2022, with between $1 million and $10 million
in both assets and liabilities. Barbara R. Gross has been appointed
as Subchapter V trustee.
Judge Christopher B. Latham oversees the case.
The Debtor is represented by K. Todd Curry of Curry Advisors, A
Prof. Law Corp.
W L HOUSTONS BUSINESS: Taps Milledge Law Firm as Bankruptcy Counsel
-------------------------------------------------------------------
W L Houstons Business Investments, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ The
Milledge Law Firm, PLLC as its legal counsel.
The firm's services include:
(a) providing the Debtor with legal advice concerning its powers
and duties in the continued operation of its business, and
management of its property;
(b) preparing legal papers;
(c) negotiating and submitting a potential plan of arrangement
for the Debtor; and
(d) performing all other necessary legal services in connection
with the Debtor's Chapter 11 case.
The firm will be paid at these rates:
Samuel L. Milledge, Sr., Esq. $400 per hour
Associates $150 to $200 per hour
Law Clerks/ Legal Assistants $60 to $75 per hour
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
Samuel Milledge, Sr., Esq., a partner at Milledge Law Firm,
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:
Samuel L. Milledge, Sr., Esq.
The Milledge Law Firm, PLLC
2500 East T.C. Jester Blvd. Suite 510
Houston, TX 77092
Tel: (713) 812-1409
Fax: (713) 812-1418
Email: milledge@milledgelawfirm.com
About W L Houstons Business Investments
W L Houstons Business Investments, LLC is a single asset real
estate (as defined in 11 U.S.C. Sec. 101(51B)).
W L Houstons Business Investments sought protection under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.
Texas Case No. 22-31575) on June 6, 2022. In the petition filed by
its managing member, Warren Houston, the Debtor reported up to
$50,000 in both assets and liabilities.
Samuel L. Milledge, Esq., at The Milledge Law Firm, PLLC is the
Debtor's counsel.
XPO LOGISTICS: Moody's Affirms Ba2 CFR & Alters Outlook to Positive
-------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of XPO Logistics,
Inc.'s, including the Ba2 corporate family rating and Ba2-PD
probability of default rating. Moody's also affirmed the Ba3 rating
on XPO's remaining outstanding $112 million senior unsecured notes.
Finally, Moody's downgraded the rating on the company's senior
secured term loan to Ba2 from Baa3. The outlook was changed to
positive from stable. Moody's also downgraded the Speculative Grade
Liquidity Rating to SGL-2 from SGL-1.
The affirmation of the CFR and the positive outlook reflect Moody's
expectation that the company will operate with lower leverage
following the significant debt reduction of roughly $4.0 billion
over the past two years. Proceeds were generated from the spin-off
of both GXO Logistics, Inc. (Ba1 stable), RXO, Inc. (Baa3 stable)
and the sale of XPO's intermodal business. Moody's expects a
further reduction in leverage through additional debt repayment
with proceeds from the potential sale of the company's European
business in the next few quarters. Leverage will have improved by
almost two turns, with pro forma debt-to-EBITDA approximating 3.0x
(including Moody's adjustments) at the end of 2022. Moody's
expects that XPO will balance maintaining a prudent capital
structure against achieving profitable growth and stronger credit
metrics in the face of end market headwinds and lost revenue and
EBITDA from divested business.
The downgrade of the rating on the company's senior secured term
loan to Ba2 results from an increased loss given default rate owing
to the repayment of about $408 million of the company's 6.25%
senior unsecured notes that would have absorbed losses ahead of the
term loan. Further, the movement of the rating on the term loan in
line with the CFR reflects the fact that the term loan now makes up
the largest share of the company's obligations.
Downgrades:
Issuer: XPO Logistics, Inc.
Senior Secured Term Loan B, Downgraded to Ba2 (LGD3) from Baa3
(LGD2)
Speculative Grade Liquidity Rating to SGL-2 from SGL-1
Affirmations:
Issuer: XPO Logistics, Inc.
Corporate Family Rating, Affirmed Ba2
Probability of Default Rating, Affirmed Ba2-PD
Senior Unsecured Regular Bond, Affirmed Ba3 (LGD5) from (LGD4)
Outlook Actions:
Issuer: XPO Logistics, Inc.
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
The ratings reflect XPO's leading market position as a significant
player among less-than-truckload ("LTL") transportation operators
in North America. Moody's expects freight market conditions to
remain challenging amid a slowing economy and rising inflationary
costs that could potentially pressure margins in 2023. At the same
time, the company is exposed to the cyclical and competitive
freight trucking industry, which is subject to economic downturns
and rate pressures. The sizeable debt reduction from proceeds of
both spin-offs greatly reduced the company's leverage over the past
18 months. This will improve the company's financial flexibility
given the cyclical and competitive nature of its markets. However,
with both spin-offs completed, the company shed a stable part of
its business, with multiyear contracts, high renewal rates and a
variable cost structure. The divestitures have reduced XPO's
revenue scale and EBITDA, yet the businesses sold were lower margin
and the logistics business required ongoing high capital
expenditures. In the near term, Moody's expects XPO to continue to
achieve organic revenue growth by capturing business from smaller
carriers unable to meet capital requirements on fleet maintenance
and a more disciplined pricing environment among the larger LTL
carriers.
XPO's Credit Impact Score is moderately negative (CIS-3). This
primarily reflects XPO's highly negative environmental risk. The
highly negative environmental risk reflects limited credit impact
to date, but the potential for environmental risk factors to
pressure the rating over time. This will primarily depend on how
effectively the company navigates the industry's transition from
internal combustion engine vehicle platforms to alternative
propulsion vehicle platforms. Governance considerations factored
into the current rating action include management's decision to
focus XPO's business into a pure play less-than-truckload carrier,
away from a diversified transport carrier. In the transition,
management has demonstrated a commitment to operate with lower
leverage.
XPO's liquidity is good, as reflected in the SGL-2 speculative
grade liquidity rating. The speculative grade liquidity rating was
downgraded to SGL-2 from SGL-1 due to the reduction in size of its
ABL to $600 million from $1.0 billion, with about $478 million
available. Additionally, the company has a sizeable cash balance of
about $544 million at September 30, 2022 and a $200 million letters
of credit facility with $15 million available. However, Moody's
expects free cash flow to be modest in 2023 due to elevated capital
expenditures associated with upgrading and adding to its truck
fleet. Free cash flow will return to over $100 million in
subsequent years.
The positive outlook reflects the company's commitment to a
conservative financial policy, including net leverage below 2.0x.
Modest leverage positions the company well to operate in the
slowing and volatile trucking sector, while continuing its growth
strategy through organic revenue expansion.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if XPO continues to practice
conservative financial policies, including further debt repayment
from proceeds generated by the sale of its European business.
Improving operating margin, sustained debt-to-EBITDA of less than
3.0x, and free cash flow to debt of greater than 6% could also
result in an upgrade of the ratings.
The ratings could be downgraded if the company experiences end
market weakness resulting in revenue and operating margin declines
or adopts a more aggressive financial policy, including large debt
financed acquisitions or shareholder distributions. More
specifically, the ratings could be downgraded if adjusted
debt-to-EBITDA approaches 4.0x, free cash flow to debt approaches
3% or EBITDA margin is less than 7%.
The principal methodology used in these ratings was Surface
Transportation and Logistics published in December 2021.
XPO Logistics, Inc., headquartered in Greenwich, CT, is a leading
less-than-truckload carrier to a broad set of customers across
multiple industries including industrial/manufacturing, retail &
e-commerce, consumer goods, and food & beverage. Pro forma gross
revenue for the twelve months ended September 30, 2021 was
approximately $12 billion.
YAK ACCESS: US$180M Bank Debt Trades at 85% Discount
----------------------------------------------------
Participations in a syndicated loan under which Yak Access LLC is a
borrower were trading in the secondary market around 15.5
cents-on-the-dollar during the week ended Friday, November 25,
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.
YS GARMENTS: Moody's Lowers CFR to Caa1, Outlook Remains Stable
---------------------------------------------------------------
Moody's Investors Service downgraded YS Garments, LLC's (dba "Next
Level Apparel") ratings, including its corporate family rating to
Caa1 from B2, probability of default rating to Caa1-PD from B2-PD,
and senior secured bank credit facilities to Caa1 from B2. The
rating outlook remains stable.
The downgrade reflects governance considerations which include the
approaching 2024 debt maturities and the risk that it will not be
refinanced in a timely and economical fashion. In Q3'22 the company
saw its customers significantly pull back on purchases in response
to volatile demand and high inventory levels. As a result, the
company ended the quarter with $29 million drawn on its $50 million
revolving credit facility due February 2024.
Moody's views liquidity as weak because the revolver is likely to
become current while still being utilized as macroeconomic
challenges continue. The company will also need to make progress on
refinancing its term loan due August 2024 in an unfavorable debt
market.
Downgrades:
Issuer: YS Garments, LLC
Corporate Family Rating, Downgraded to Caa1 from B2
Probability of Default Rating, Downgraded to Caa1-PD from B2-PD
Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD3)
from B2 (LGD3)
Outlook Actions:
Issuer: YS Garments, LLC
Outlook, Remains Stable
RATINGS RATIONALE
Next Level's Caa1 CFR reflects its 2024 debt maturities, its small
revenue scale and narrow product focus relative to the global
apparel industry as well as its high concentration of sales with
three large distributor customers. The rating is supported the
company's moderate credit metrics. While Moody's adjusted leverage
is currently low at 2.2x for the LTM period ended September 30,
2022, Moody's expects it to approach 4x over the next 12-18 months.
The rating also reflects Next Level's well-recognized brand name
within the print wear industry, and stable customer relationships
illustrated by strong sales momentum with top customers. The credit
profile also considers the limited fashion risk of premium basic
apparel, the shift in consumer preference towards higher quality
basic apparel designs, fabric, and fit, and reduced-price
differential versus more commoditized basic apparel. Next Level
Apparel has grown rapidly since its creation in 2003, and with an
asset-light and fully outsourced business model, it has achieved
very strong profit margins that are consistent with many premium
apparel brands.
The stable outlook reflects the company's moderate credit metrics
and ability to curtail working capital to support its free cash
flow.
ESG CONSIDERATIONS
Next Level's credit impact score has been lowered to CIS-4 from
CIS-3 reflecting that the governance IPS has been lowered to G-4
from G-3. Despite solid credit metrics, the G-4 acknowledges the
risk that the company's approaching debt maturities may not be
refinanced in a timely or economical fashion and Moody's
expectation that the revolver will become current while being used.
YS Garments also has moderately negative environmental risks
reflecting its exposure to physical climate and carbon transition
as well as its use of natural capital. Social risks are highly
negative related to its exposure to responsible production.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if liquidity improves, including a
timely and economical refinancing of the company's debt maturities
and the ability to generate positive free cash flow.
Quantitatively, the ratings could be upgraded if lease-adjusted
debt/EBITDAR remains below 6.5x and EBITA/Interest remains over
1.5x.
The ratings could be downgraded if the company's liquidity weakens
for any reason or if refinancing risk or probability of default
increases for any reason such as an increased likelihood of a debt
restructuring or distressed exchange. The ratings could also be
downgraded if the deterioration of the company's operating
performance or if the expected recovery is longer than
anticipated.
Headquartered in Torrance, California, Next Level Apparel designs
and provides branded active wear to the premium basic segment of
the US wholesale wearables promotional products industry. Private
equity firm Blue Point Capital partners acquired a majority stake
in the company in August 2018.
The principal methodology used in these ratings was Apparel
published in June 2021.
ZAYO GROUP: EUR750M Bank Debt Trades at 21% Discount
----------------------------------------------------
Participations in a syndicated loan under which Zayo Group Holdings
Inc is a borrower were trading in the secondary market around 79
cents-on-the-dollar during the week ended Friday, November 25,
2022, according to Bloomberg's Evaluated Pricing service data.
The EUR750 million 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. provides bandwidth infrastructure
services. The company offers dark fiber, wavelengths, SONET,
ethernet, IP, and carrier-neutral colocation and interconnection.
ZENITH ENERGY: Moody's Withdraws 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings assigned to
Zenith Energy U.S. Logistics Holdings, LLC.
The following ratings were withdrawn:
Withdrawals:
Issuer: Zenith Energy U.S. Logistics Holdings, LLC
Corporate Family Rating, Withdrawn, previously rated B3
Probability of Default Rating, Withdrawn, previously rated B3-PD
Gtd Senior Secured 1st Lien Term Loan, Withdrawn, previously rated
B3 (LGD3)
Gtd Senior Secured 1st Lien Revolving Credit Facility, Withdrawn,
previously rated B3 (LGD3)
Outlook Actions:
Issuer: Zenith Energy U.S. Logistics Holdings, LLC
Outlook, Changed To Rating Withdrawn From Stable
RATINGS RATIONALE
Moody's has decided to withdraw the ratings for its own business
reasons.
Zenith Energy U.S. Logistics Holdings, LLC is a midstream energy
company which owns crude oil and products storage terminals across
15 US states.
ZEROHOLDING LLC: Unsecureds to Split $129,600 Over 36 Months
------------------------------------------------------------
Zeroholding, LLC filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a Plan of Reorganization under
Subchapter V dated November 17, 2022.
The Debtor is a carpet cleaning business that primarily services
residential locations. Debtor is managed by Phillip Miles. Mr.
Miles owns MEC Capital, LLC, which is a 17% owner of Zeroholding,
LLC.
Through the Plan, Debtor proposes to pay $129,600.00 to unsecured
creditors over a 36-month time frame. There is a question as to
whether Newtek is a secured creditor in this case. Newtek has
raised an issue that they should be equitably subrogated as a
secured creditor because their loan was used to payoff multiple
secured creditors shortly before the Petition Date. Debtor asserts
that this litigation would spill over to a hypothetical Chapter 7.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 8 shall consist of General Unsecured Claims including any
potential deficiency claims. If the Plan is confirmed under 11
U.S.C. § 1191(a), Debtor shall pay the General Unsecured Creditors
$129,600.00 in quarterly installments commencing on the first day
of the full quarter immediately following the Effective Date and
continuing on the 1st day of each quarter through and including the
12th quarter following the Effective Date. General Unsecured
Creditors will receive 12 disbursements totaling $129,600.00.
If the Plan is confirmed under 11 U.S.C. Sec. 1191(b), Class 8
shall be treated the same as if the Plan was confirmed under 11
U.S.C. Sec. 1191(a). The Claims of the Class 8 Creditors are
Impaired by the Plan, and the holders of Class 8 Claims are
entitled to vote to accept or reject the Plan.
Class 9 consists of the Equity Holder of the Debtor. Each equity
security holder will retain his Interest in the reorganized Debtor
as such Interest existed as of the Petition Date. This class is not
impaired and is not eligible to vote on the Plan.
Upon confirmation, Debtor will be charged with administration of
the Plan. Debtor will be authorized and empowered to take such
actions as are required to effectuate the Plan. Debtor will file
all post-confirmation reports required by the United States
Trustee's office or by the Subchapter V Trustee. Debtor will also
file the necessary final reports and may apply for a final decree
as soon as practicable after substantial consummation and the
completion of the claims analysis and objection process. Debtor
shall be authorized to reopen this case after the entry of a Final
Decree to enforce the terms of the Plan including for the purpose
of seeking to hold a party in contempt or to enforce the
confirmation or discharge injunction or otherwise afford relief to
Debtor.
The source of funds for the payments pursuant to the Plan is
Debtor's continued business operations.
A full-text copy of the Plan of Reorganization dated November 17,
2022, is available at https://bit.ly/3AHp2fq from PacerMonitor.com
at no charge.
Attorney for Debtor:
Will B. Geer, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
About Zeroholding LLC
Zeroholding, LLC -- https://www.zeroreznashville.com/ -- is a
carpet cleaning company in Alpharetta, Ga.
Zeroholding filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
22-56502) on Aug. 14, 2022, with between $500,000 and $1 million in
assets and between $1 million and $10 million in liabilities. John
T. Whaley has been appointed as Subchapter V trustee.
Judge Jeffery W. Cavender oversees the case.
Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the
Debtor's legal counsel.
[^] BOND PRICING: For the Week from Nov. 21 to 25, 2022
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Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
AMC Entertainment
Holdings Inc AMC 10.000 36.336 15/06/2026
AMC Entertainment
Holdings Inc AMC 5.750 37.619 15/06/2025
AMC Entertainment
Holdings Inc AMC 6.125 23.598 15/05/2027
AMC Entertainment
Holdings Inc AMC 5.875 25.680 15/11/2026
AMC Entertainment
Holdings Inc AMC 10.000 35.771 15/06/2026
AMC Entertainment
Holdings Inc AMC 10.000 35.615 15/06/2026
Air Methods Corp AIRM 8.000 20.019 15/05/2025
Air Methods Corp AIRM 8.000 19.964 15/05/2025
Applied
Optoelectronics Inc AAOI 5.000 66.663 15/03/2024
Audacy Capital Corp CBSR 6.500 26.470 01/05/2027
Audacy Capital Corp CBSR 6.750 24.662 31/03/2029
Audacy Capital Corp CBSR 6.750 25.153 31/03/2029
Avaya Holdings Corp AVYA 2.250 24.000 15/06/2023
BPZ Resources Inc BPZR 6.500 3.017 01/03/2049
Bank of America Corp BAC 2.936 67.852 10/12/2058
Bed Bath & Beyond Inc BBBY 3.749 33.687 01/08/2024
Buckeye Partners LP BPL 6.375 80.309 22/01/2078
Carvana Co CVNA 5.625 46.113 01/10/2025
Carvana Co CVNA 5.625 45.946 01/10/2025
Citigroup Global
Markets Holdings
Inc/United States C 7.500 77.570 26/04/2032
Citigroup Inc C 3.673 98.843 27/11/2022
Clovis Oncology Inc CLVS 4.500 5.000 01/08/2024
Clovis Oncology Inc CLVS 4.500 58.730 01/08/2024
Clovis Oncology Inc CLVS 1.250 5.050 01/05/2025
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 17.093 15/08/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 4.228 15/08/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 5.488 15/08/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 16.959 15/08/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 4.026 15/08/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 5.488 15/08/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 17.394 15/08/2026
Diebold Nixdorf Inc DBD 8.500 53.605 15/04/2024
EI du Pont de
Nemours and Co CTVA 4.286 100.000 15/02/2038
EnLink Midstream
Partners LP ENLK 6.000 82.188 N/A
Energy Conversion
Devices Inc ENER 3.000 7.875 15/06/2013
Energy Transfer LP ET 6.250 85.500 N/A
Entergy Louisiana LLC ETR 3.300 99.481 01/12/2022
Envision Healthcare EVHC 8.750 30.507 15/10/2026
Envision Healthcare EVHC 8.750 30.419 15/10/2026
Evernorth Health Inc CI 3.050 99.898 30/11/2022
Exela Intermediate LLC
/ Exela Finance Inc EXLINT 11.500 23.157 15/07/2026
Exela Intermediate LLC
/ Exela Finance Inc EXLINT 10.000 64.877 15/07/2023
Exela Intermediate LLC
/ Exela Finance Inc EXLINT 11.500 24.033 15/07/2026
Exela Intermediate LLC
/ Exela Finance Inc EXLINT 10.000 64.877 15/07/2023
Federal Farm Credit
Banks Funding Corp FFCB 0.170 99.847 30/11/2022
Federal Farm Credit
Banks Funding Corp FFCB 0.120 99.820 29/11/2022
Federal Farm Credit
Banks Funding Corp FFCB 0.070 99.630 02/12/2022
Federal Home Loan Banks FHLB 2.000 99.926 29/11/2022
Federal Home Loan Banks FHLB 0.210 99.360 02/12/2022
Federal Home Loan Banks FHLB 0.125 99.818 29/11/2022
Federal Home Loan Banks FHLB 2.730 99.772 30/11/2022
Federal Home Loan Banks FHLB 2.175 99.405 30/11/2022
Federal Home Loan Banks FHLB 0.232 81.423 25/11/2022
GNC Holdings Inc GNC 1.500 0.819 15/08/2020
GTT Communications Inc GTTN 7.875 3.328 31/12/2024
GTT Communications Inc GTTN 7.875 6.750 31/12/2024
General Electric Co GE 4.200 78.790 N/A
Granite Point
Mortgage Trust Inc GPMT 5.625 99.750 01/12/2022
ION Geophysical Corp IO 8.000 11.000 15/12/2025
Lannett Co Inc LCI 7.750 27.339 15/04/2026
Lannett Co Inc LCI 4.500 30.776 01/10/2026
Lannett Co Inc LCI 7.750 27.607 15/04/2026
Lightning eMotors Inc ZEV 7.500 64.000 15/05/2024
MAI Holdings Inc MAIHLD 9.500 29.875 01/06/2023
MAI Holdings Inc MAIHLD 9.500 29.875 01/06/2023
MAI Holdings Inc MAIHLD 9.500 29.875 01/06/2023
MBIA Insurance Corp MBI 15.339 9.885 15/01/2033
MBIA Insurance Corp MBI 15.996 10.406 15/01/2033
Macquarie
Infrastructure
Holdings LLC MIC 2.000 94.050 01/10/2023
Marathon Digital
Holdings Inc MARA 1.000 26.000 01/12/2026
Morgan Stanley MS 1.800 72.487 27/08/2036
NOA Bancorp Inc NOABAN 6.700 76.109 01/11/2028
NOA Bancorp Inc NOABAN 6.700 76.109 01/11/2028
National CineMedia LLC NATCIN 5.750 9.428 15/08/2026
OMX Timber Finance
Investments II LLC OMX 5.540 0.850 29/01/2020
Party City Holdings Inc PRTY 8.750 37.570 15/02/2026
Party City Holdings Inc PRTY 8.061 33.446 15/07/2025
Party City Holdings Inc PRTY 6.625 8.250 01/08/2026
Party City Holdings Inc PRTY 6.125 35.000 15/08/2023
Party City Holdings Inc PRTY 8.750 37.967 15/02/2026
Party City Holdings Inc PRTY 6.625 6.794 01/08/2026
Party City Holdings Inc PRTY 6.125 6.750 15/08/2023
Party City Holdings Inc PRTY 8.061 33.956 15/07/2025
Polar US Borrower
LLC / Schenectady
International
Group Inc SIGRP 6.750 42.240 15/05/2026
Quotient Technology Inc QUOT 1.750 99.072 01/12/2022
Renco Metals Inc RENCO 11.500 24.875 01/07/2003
RumbleON Inc RMBL 6.750 32.108 01/01/2025
Sears Holdings Corp SHLD 8.000 1.604 15/12/2019
Sears Holdings Corp SHLD 6.625 7.397 15/10/2018
Sears Holdings Corp SHLD 6.625 7.638 15/10/2018
Sears Roebuck
Acceptance Corp SHLD 7.500 3.611 15/10/2027
Sears Roebuck
Acceptance Corp SHLD 7.000 4.287 01/06/2032
Sears Roebuck
Acceptance Corp SHLD 6.750 3.546 15/01/2028
Sears Roebuck
Acceptance Corp SHLD 6.500 4.553 01/12/2028
Shift Technologies Inc SFT 4.750 20.350 15/05/2026
Switch Ltd SWCH 4.125 100.651 15/06/2029
Switch Ltd SWCH 3.750 100.479 15/09/2028
Switch Ltd SWCH 3.750 100.267 15/09/2028
Switch Ltd SWCH 4.125 100.290 15/06/2029
TPC Group Inc TPCG 10.500 60.000 01/08/2024
TPC Group Inc TPCG 10.500 59.500 01/08/2024
Talen Energy Supply LLC TLN 6.500 53.987 15/09/2024
Talen Energy Supply LLC TLN 6.500 53.987 15/09/2024
TerraVia Holdings Inc TVIA 5.000 4.644 01/10/2019
Tricida Inc TCDA 3.500 9.875 15/05/2027
US Renal Care Inc USRENA 10.625 38.798 15/07/2027
US Renal Care Inc USRENA 10.625 41.178 15/07/2027
United Airlines
2015-1 Class A
Pass Through Trust UAL 3.700 99.459 01/12/2022
UpHealth Inc UPH 6.250 30.217 15/06/2026
WeWork Cos Inc WEWORK 7.875 51.309 01/05/2025
WeWork Cos Inc WEWORK 7.875 52.179 01/05/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 45.125 10/07/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 46.286 10/07/2025
Wesco Aircraft
Holdings Inc WAIR 8.500 51.309 15/11/2024
Wesco Aircraft
Holdings Inc WAIR 13.125 25.787 15/11/2027
Wesco Aircraft
Holdings Inc WAIR 13.125 25.787 15/11/2027
Wesco Aircraft
Holdings Inc WAIR 8.500 50.000 15/11/2024
Wilton Re Finance LLC WILTON 5.875 77.327 30/03/2033
Wilton Re Finance LLC WILTON 5.875 77.327 30/03/2033
Wilton Re Finance LLC WILTON 5.875 77.327 30/03/2033
*********
Monday's edition of the TCR delivers a list of indicative prices
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