/raid1/www/Hosts/bankrupt/TCR_Public/221201.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, December 1, 2022, Vol. 26, No. 334
Headlines
3333 ALPHARETTA: Taps Rountree, Leitman, Klein & Geer as Counsel
3B ENTERPRISES: Seeks to Hire Reynolds Law Corporation as Counsel
937 SECOND AVE: Taps Rosenberg, Musso & Weiner as Legal Counsel
ACTIVA RESOURCES: Plan Confirmation Hearing Set for Dec. 20
ADAPTIVE IDENTITY: Seeks to Hire Frazee Law Group as Counsel
ALPINE 4 HOLDINGS: Delays Filing of Quarterly Report
AMERICAN PURCHASING: Trustee's Bid to Extend 546 Deadline Denied
ARIS WATER: S&P Upgrades ICR to 'B+', Outlook Stable
ARMATA PHARMACEUTICALS: Shareholders Elect Seven Directors
ASA ROOFING: Court OKs Interim Cash Collateral Access
ATKORE INC: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
ATLAS CC: Moody's Cuts CFR & First Lien Sr. Secured Debt to Caa1
AVAYA HOLDINGS: Becky Roof Appointed Interim CFO
AXYEHHO CORPORATION: Plan Outline OK'd; Plan Hearing on Dec. 29
AYTU BIOPHARMA: Gets 180-Day Extension to Comply With Nasdaq Rule
BEAZER HOMES: Egan-Jones Retains B+ Sr. Unsecured Debt Ratings
BED BATH & BEYOND: CEO to Receive $1.4 Million Annually
BEN'S GARDEN: Taps Dynamic Business as Consultant
BIONIK LABORATORIES: Borrows $400K From Director's Affiliate
BITNILE HOLDINGS: Unit to Buy Assets of Circle 8 Crane for $40M
BOTEILHO HAWAII: Seeks to Hire Choi & Ito as Bankruptcy Counsel
BOTEILHO HAWAII: Seeks to Tap Dentons as Special Litigation Counsel
BRETHREN VILLAGE: Fitch Affirms LongTerm IDR at BB+, Outlook Stable
BUCKEYE TECHNOLOGIES: Egan-Jones Retains BB- Unsecured Debt Ratings
BUCKINGHAM HEIGHTS: Seeks to Extend Exclusivity Period to Jan. 31
BULGARIAN BAR: Creditor Opposes Bid to Extend Exclusivity Period
CAMECO TECHNOLOGIES: Hearing Today on Cash Collateral Access
CARDINAL HEALTH: Egan-Jones Retains BB+ Unsecured Debt Ratings
CARVANA CO: Cuts Workforce by 1,500
CHARLES DEWEESE: Court Asked to Shorten Exclusivity Period
CLEARPOINT NEURO: Leases Office Space in California
CLUB 121: Seeks to Hire Global Accounting Services as Accountant
CUREPOINT LLC: Trustee Sets Bid Procedures for Sale of All Assets
EASTGATE WHITEHOUSE: To Fund Plan Payments From Sale of NY Property
EBIX INC: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
EQUINIX INC: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
EQUINOX HOLDINGS: Moody's Affirms 'Caa3' CFR, Outlook Negative
EVERCOMMERCE SOLUTIONS: Moody's Alters Outlook on B1 CFR to Stable
FELIX QUIROZ, JR: Selling Midland County Subdivision Lot for $60K
FOSSIL GROUP: Egan-Jones Retains B- Sr. Unsecured Debt Ratings
FTAI AVIATION: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
FULL CIRCLE: Selling Two Nissan 2021 NV200 Vans for $25K Each
GARDEN VIEW: Disclosure Statement Hearing Set for Jan. 12
GAUCHO GROUP: Posts $4.7 Million Net Loss in Third Quarter
GEX MANAGEMENT: To File More Disclosures of 2021 Note Transaction
GLOBAL MEDICAL: S&P Downgraded ICR to 'B-', Outlook Stable
GOLDEN SEAHORSE: Case Summary & 20 Largest Unsecured Creditors
GOLDEN SEAHORSE: Seeks Access to $1.5MM in Cash Collateral
HANESBRANDS INC: Egan-Jones Retains B+ Sr. Unsecured Debt Ratings
HOLY GROUND: Seeks to Tap Kutner Brinen Dickey Riley as Counsel
HONX INC: Exclusivity Period Extended to Jan. 31
HORIZON GLOBAL: Jay Goldbaum Quits as Gen. Counsel, CCO & Secretary
HOUSTON AMERICAN: Signs Deal to Sell $3.5M Worth of Common Shares
I&A DEVELOPMENT: Case Summary & Two Unsecured Creditors
INFINITE SYNERGY: Case Summary & Six Unsecured Creditors
ISF PROPERTIES: Case Summary & One Unsecured Creditor
ISTAR INC: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
KEMPER CORP: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings
L'ADRESSE LLC: Case Summary & 16 Unsecured Creditors
L'ADRESSE LLC: Seeks Access to $190,000 Thru Dec 7
L7 FM ELEVATOR: Taps Wadsworth Garber Warner Conrardy as Counsel
LANNETT CO: Signs Sub-License Agreement With Ypsomed AG
LBM ACQUISITION: Moody's Cuts CFR to B3, Outlook Stable
LM ENDEAVOR: Plan Confirmation Hearing Set for Jan. 12
LONGHORN PAVING: Trustee Loses Bid to Recoup Intangible Assets
MARRIOTT INT'L: Egan-Jones Ups FC Unsecured Rating to BB+
MCO GENERAL: Seeks Cash Collateral Access
MESQUITE GENERATION: S&P Affirms 'B' Debt Rating, Outlook Stable
MICHAEL JAY FLESHER: $22K Sale of Fitzgerald Property to Wests OK'd
MICHAEL JAY FLESHER: Sale of 2013 Dodge Durango to Stepmother OK'd
MOBILESMITH INC: Proposes Auction of All Physical Tangible Assets
MONARCH PCM: Auction of $1.8-Mil. Assets Set for December 13
MONARCH PCM: Sets Bid Procedures for Substantially All Assets
MURPHY OIL: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB+
NEPHROS INC: Posts $3.2 Million Net Loss in Third Quarter
NICAS GROUP: Rocket Homes Buying Des Moines Property for $970K
NORWICH ROMAN: Exclusivity Period Extended to Jan. 11
OMNIQ CORP: 2 Cities Select Q Shield AI-Based System to Beat Crime
OUR CITY MEDIA: Seeks to Hire Furr and Cohen as Bankruptcy Counsel
PACIFIC GREEN: Eric Prouty Resigns as Director
PBF ENERGY: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB-
PENTECOSTAL ASSEMBLIES: U.S. Trustee Unable to Appoint Committee
PG&E CORP: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
PHASEBIO PHARMACEUTICALS: Chiesi Buying Bentracimab-Related Assets
PHASEBIO PHARMACEUTICALS: Seeks Okay to Hire Restructuring Advisor
PHASEBIO PHARMACEUTICALS: Seeks to Hire Cooley LLP as Lead Counsel
PHASEBIO PHARMACEUTICALS: Seeks to Hire KPMG as Tax Consultant
PHASEBIO PHARMACEUTICALS: Seeks to Tap Omni as Administrative Agent
PHASEBIO PHARMACEUTICALS: Taps Miller Buckfire as Investment Banker
PHASEBIO PHARMACEUTICALS: Taps Richards Layton & Finger as Counsel
PHILLIP B. SCOTT: $269K Sale of Rock Island Asset to Radicle OK'd
PIER 1 IMPORTS: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB
PLATINUM GROUP: Posts US$8.2 Million Net Loss in FY Ended Aug. 31
REAL BRANDS: Incurs $255K Net Loss in Third Quarter
REO HOLDINGS: Family Trust's Case Remanded for New Trial
RIGHT ON BRANDS: Incurs $96K Net Loss in Second Quarter
RLI SOLUTIONS: Exclusivity Period Extended to Feb. 13
SC BEACH: Case Summary & Nine Unsecured Creditors
SENIOR CARE LIVING VII: Exclusivity Period Extended to Jan. 9
SPARKLES BEAUTY: Court OKs Interim Cash Collateral Access
STATERA BIOPHARMA: Avenue Assigns $400K Note Portion to Silverback
STATERA BIOPHARMA: Expects to Raise $800K in Private Placement
SUZANNE V FERRY: $2.95-Mil. Sale of Mammoth Lakes Property Approved
SWAP.COM INC: Jay Buying Equipment, Furniture and Fixtures for $8K
SYNIVERSE CORP: S&P Alters Outlook to Negative, Affirms 'B-' ICR
TD HOLDINGS: To Sell $57.5M Worth of Shares to CEO, Other Investors
TOP LINE: Counsel to Submit Proposed Order on All Assets Sale
TUPPERWARE BRANDS: Egan-Jones Retains BB- Sr. Unsecured Ratings
V.N.D. LLC: Amended Order on Approved Jamestown Property Sale OK'd
VENTURE GLOBAL: S&P Alters Outlook to Positive, Affirms 'BB' ICR
VICKERY CREEK: Seeks Cash Collateral Access
VITAL PHARMACEUTICALS: Appointment of Non-Trade Committee Sought
VOYAGER DIGITAL: Exclusivity Period Extended to Jan. 2
WERNER FINCO: Moody's Lowers CFR to Caa2 & Unsecured Notes to Caa3
WESTERN URANIUM: Incurs $528K Net Loss in Third Quarter
WINDSTREAM SERVICES: Fitch Rates $250MM 2027 Incremental Loan 'BB'
WISHING WELL: Murieens Buying Las Vegas Property for $450K
YUNHONG CTI: Incurs $969K Net Loss in Third Quarter
ZOTEC PARTNERS: S&P Alters Outlook to Negative, Affirms 'B-' ICR
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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3333 ALPHARETTA: Taps Rountree, Leitman, Klein & Geer as Counsel
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3333 Alpharetta Lifehope 10 Acre Land, LLC seeks approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to
employ Rountree, Leitman, Klein & Geer, LLC as its counsel.
The firm will render these legal services:
(a) give the Debtor legal advice with respect to its powers
and duties in the management of its property;
(b) prepare legal papers;
(c) assist in examination of the claims of creditors;
(d) assist with formulation and preparation of the disclosure
statement and plan of reorganization and with the confirmation and
consummation thereof; and
(e) perform all other legal services for the Debtor as may be
necessary herein.
The hourly rates of the firm's attorneys and staff are as follows:
William A. Rountree, Attorney $495
Will B. Geer, Attorney $495
Michael Bargar, Attorney $495
Hal Leitman, Attorney $425
David S. Klein, Attorney $425
Alexandra Dishun, Attorney $425
Benjamin R. Keck, Attorney $425
Barret Broussard, Attorney $395
Ceci Christy, Attorney $350
Elizabeth A. Childers, Attorney $350
Caitlyn Powers, Attorney $325
Zachary Beck, Attorney $275
Sharon M. Wenger, Paralegal $195
Kayte Moore, Paralegal $175
Megan Winokur, Paralegal $150
Catherine Smith, Paralegal $150
The firm received a pre-bankruptcy retainer of $25,000 from the
Debtor.
William Rountree, Esq., a partner at Rountree Leitman Klein & Geer,
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:
William A. Rountree, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wrountree@rlkglaw.com
About 3333 Alpharetta Lifehope 10 Acre Land
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 Sept. 23, 2022. In the petition signed by its
designated manager, Scott C. Honan, the Debtor disclosed up to $100
million in assets and up to $50 million in liabilities.
Judge Lisa Ritchey Craig oversees the case.
William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC
serves as the Debtor's counsel.
3B ENTERPRISES: Seeks to Hire Reynolds Law Corporation as Counsel
-----------------------------------------------------------------
3B Enterprises, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of California to employ Reynolds Law
Corporation as its counsel.
The firm will render these services:
(a) prepare and file complete schedules and statements in
support of relief under Chapter 11 of the U.S. Code;
(b) advise and represent the Debtor within the present Chapter
11 case;
(c) obtain employment of professionals as necessary for the
proper administration of the estate and case;
(d) communicate with and negotiate as necessary with the
creditors and other parties of interest in this case;
(e) obtain court authority for any and all actions necessary
to the administration of the estate;
(f) propose and obtain confirmation of a plan of
reorganization; and
(g) all other actions necessary for the proper administration
of the estate.
Stephen Reynolds, Esq., an attorney at the firm, will be paid at
his normal hourly rate of $400.
The firm received $35,000 from the Debtor as a pre-bankruptcy
retainer.
Mr. Reynolds 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:
Stephen Reynolds, Esq.
Reynolds Law Corporation
424 Second Street, Suite A
Davis, CA 95616
Telephone: (530) 297-5030
Email: sreynolds@lr-law.net
About 3B Enterprises
3B Enterprises, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No.
22-22999) on Nov. 18, 2022, with up to $10 million in both assets
and liabilities. Shawn Hayse, general manager, signed the
petition.
Judge Christopher M. Klein oversees the case.
Stephen Reynolds, Esq., at Reynolds Law Corporation serves as the
Debtor's counsel.
937 SECOND AVE: Taps Rosenberg, Musso & Weiner as Legal Counsel
---------------------------------------------------------------
937 Second Ave Corp., doing business as Barnacho, seeks approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ the firm of Rosenberg, Musso & Weiner as its
counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued operation of its business and management of its
property;
(b) prepare legal papers; and
(c) perform all other legal services for the Debtor.
The firm received a retainer fee of $12,000 from Anthony Cullinan,
the Debtor's president.
The hourly rates of the firm's counsel are as follows:
Partners $700
Associates $600
Bruce Weiner, a partner at the firm of Rosenberg, Musso & Weiner,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Bruce Weiner, Esq.
Rosenberg, Musso & Weiner
26 Court Street, Suite 2211
Brooklyn, NY 11242
Telephone: (718) 855-6840
Facsimile: (718) 625-1966
Email: courts@nybankruptcy.net
About 937 Second Ave Corp.
937 Second Ave Corp. filed a petition for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 22-11467) on Nov. 4, 2022, with up to $1
million in both assets and liabilities. Anthony Cullinan,
president, signed the petition.
Judge Michael E. Wiles oversees the case.
Bruce Weiner, Esq., at the firm of Rosenberg, Musso & Weiner serves
as the Debtor's counsel.
ACTIVA RESOURCES: Plan Confirmation Hearing Set for Dec. 20
-----------------------------------------------------------
Judge Michael Parker of the U.S. Bankruptcy Court for the Western
District of Texas is set to hold a hearing on Dec. 20 to consider
confirmation of the joint Chapter 11 plan of reorganization of
Activa Resources, LLC and Tiva Resources, LLC.
The bankruptcy judge set a Dec. 15 deadline for filing objections
to the proposed plan and for filing written acceptances or
rejections of the plan. The deadline for filing and serving
responses to plan objections is on Dec. 19.
Activa Resources and Tiva Resources on Nov. 16 filed the latest
version of the proposed plan, under which each holder of Class 7
allowed general unsecured claims will receive (i) a payment equal
to 33% of the claim at the end of the 10th full month after the
effective date of the plan; (ii) a second payment equal to 33% of
the claim at the end of the 11th month; and (iii) a payment equal
to 34% of the claim at the end of the 12 month after the effective
date. Allowed general unsecured claims total $222,000.
The plan proposes to fund payments to creditors by continuing the
companies' business operations and by investing in drilling new
wells to monetize the companies' oil and gas reserves, which will
ultimately improve the value of the companies' oil and gas assets,
enterprise value and net cash flows and allow the companies to
refinance their secured debt with a new lender in approximately
four years, according to the companies' disclosure statement, which
the court approved on Nov. 18.
A copy of the disclosure statement dated Nov. 16, 2022, is
available at https://bit.ly/3tFLJwJ from Donlinrecano.com, the
claims agent.
About Activa Resources and Tiva Resources
Activa Resources, LLC and Tiva Resources, LLC operate in the oil
and gas extraction industry. Both companies are based in San
Antonio, Texas.
On Feb. 3, 2022, Activa Resources and Tiva Resources sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Texas Lead Case No. 22-50117). In the petitions signed by John
Hayes, president, Activa Resources disclosed as much as $50 million
in both assets and liabilities while Tiva Resources disclosed up to
$10 million in assets and up to $50 million in liabilities.
Judge Michael M. Parker oversees the cases.
The Debtors tapped Bernard R. Given II, Esq., at Loeb and Loeb, LLP
as legal counsel, and Haynie & Company as accountant and auditor.
Donlin, Recano & Company, Inc. is the claims, noticing and
solicitation agent.
On Aug. 19, 2022, the Debtors filed their proposed joint Chapter 11
plan of reorganization and disclosure statement.
ADAPTIVE IDENTITY: Seeks to Hire Frazee Law Group as Counsel
------------------------------------------------------------
Adaptive Identity Systems, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Frazee Law Group as its bankruptcy counsel.
The firm will render these legal services:
(a) advise the Debtor regarding matters of bankruptcy law and
concerning the requirements of the Bankruptcy Code and Bankruptcy
Rules;
(b) represent the Debtor in proceedings and hearings in the
court involving matters of bankruptcy law;
(c) assist in compliance with the requirements of the Office
of the United States trustee;
(d) advise the Debtor with respect to its powers and duties in
the continued operation of its business and management of property
of the estate;
(e) assist the Debtor in the administration of the estate's
assets and liabilities;
(f) prepare legal papers;
(g) advise the Debtor concerning the claims of secured and
unsecured creditors, prosecution and/or defense of all actions;
and
(h) prepare, negotiate, prosecute and attain confirmation of a
plan of reorganization.
The hourly rates of the firm's counsel and staff are as follows:
RoseAnn Frazee, Attorney $400
Denali Purvis, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
RoseAnn Frazee, Esq., an attorney at Frazee Law Group, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
RoseAnn Frazee, Esq.
Frazee Law Group
5133 Eagle Rock Blvd.
Los Angeles, CA 90041
Telephone: (323) 274-4287
Facsimile: (323) 967-7600
Email: roseann@frazeelawgroup.com
About Adaptive Identity Systems
Adaptive Identity Systems, LLC filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
22-13940) on Oct. 19, 2022. In the petition filed by its managing
member, Hilario D. Gonzales, the Debtor reported up to $50 million
in both assets and liabilities.
Judge Mark D. Houle oversees the case.
RoseAnn Frazee, Esq. at Frazee Law Group serves as the Debtor's
counsel.
ALPINE 4 HOLDINGS: Delays Filing of Quarterly Report
----------------------------------------------------
Alpine 4 Holdings, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission with respect to its Quarterly Report on Form
10-Q for the period ended Sept. 30, 2022.
The Company's Quarterly Report on Form 10-Q for the period ended
Sept. 30, 2022, could not be filed without unreasonable effort or
expense within the prescribed time period because management
requires additional time to compile and verify the data required to
be included in the report. The report will be filed within five
days of the date the original report was due.
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of drivers, stabilizers, and
facilitators. As of April 14, 2021, the Company was a holding
company that owned nine operating subsidiaries: ALTIA, LLC; Quality
Circuit Assembly, Inc.; Morris Sheet Metal, Corp; JTD Spiral, Inc.;
Deluxe Sheet Metal, Inc.; Excel Construction Services, LLC;
SPECTRUMebos, Inc.; Impossible Aerospace, Inc.; and Vayu (US),
Inc.
Alpine 4 reported a net loss of $19.41 million for the year ended
Dec. 31, 2021, compared to a net loss of $8.05 million for the year
ended Dec. 31, 2020. As of March 31, 2022, the Company had $130.38
million in total assets, $62.35 million in total liabilities, and
$68.04 million in total stockholders' equity.
AMERICAN PURCHASING: Trustee's Bid to Extend 546 Deadline Denied
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
denied the Chapter 7 Trustee's motion for an extension of his
statutory deadlines to commence certain actions under Bankruptcy
Code sections 108, 546, and 549.
Marc P. Barmat, the chapter 7 trustee in the bankruptcy case of
debtors American Purchasing Services, LLC; DVSS Acquisition
Company, LLC; AMD Pennsylvania, LLC; and American Medical Depot
Holdings, LLC, requested that the Court extend his statutory
deadlines for an additional 60 days, through and including Feb. 9,
2023.
The Trustee asserts that these deadlines all expire on Dec. 11,
2022, but the Trustee and his professionals require more time to
investigate, and if actionable, prosecute estate claims against
additional litigation targets, who are identified in "Exhibit B" to
his motion. The Trustee further argues that because secured
creditor Wells Fargo's claim is secured by all of the Debtors'
assets, any litigation or investigation could only benefit Wells
Fargo absent an agreement otherwise. Because the Trustee has not
yet reached an agreement with Wells Fargo on funding any litigation
and how to split any proceeds, the Trustee seeks a 60-day extension
of his deadlines to preserve all potential claims under 11 U.S.C.
Sections 108, 546, and 549, against any party until then.
However, at the Nov. 16, 2022 hearing on the motion, the Trustee
retreated and stated that he was only seeking to extend the Section
546(a) deadline as to those potential litigation targets to whom
copies of the motion and notice of hearing were sent. The Trustee
also withdrew his request to extend the Sections 108 and 549
deadlines altogether, rendering that request moot. None of the
potential litigation targets filed any objections to the motion or
appeared at the hearing.
The Court cites a 2005 decision in In re International
Administrative Services, Inc., 408 F.3d 689 (11th Cir. 2005), where
the Eleventh Circuit held that "a bankruptcy court can extend a
trustee's statutory deadline under Bankruptcy Code section 546(a)
to commence certain adversary proceedings. But just because a
bankruptcy court has this authority does not mean that in every
case an extension is warranted."
The Court reads International Administrative Services narrowly and
based on a specific set of facts. International Administrative
Services permits -- but does not require -- the Court to extend the
section 546(a) deadline under appropriately egregious
circumstances. It does not give a trustee authority to obtain a
blanket extension of the section 546(a) deadline as to all
potential litigation targets whenever a trustee is not yet ready --
or professes to be unable -- to bring his claims. Rather, a trustee
must demonstrate sufficiently egregious actions by the litigation
targets or those in concert with them to obtain such extraordinary
relief.
However, the record in this case fails to come anywhere close to
making this showing, the Court says. Indeed, the only proffered
reason for the requested extension is that the Trustee is still
negotiating with the secured creditor -- which is a far cry from
the egregious circumstances present in International Administrative
Services. Accordingly, the Court denies (a) the Trustee's request
for an extension of the 11 U.S.C. Sections 108, 549 and 546(a)
deadline.
A full-text copy of the Order dated Nov. 21, 2022, is available at
https://tinyurl.com/nhf2mvha from Leagle.com.
About American Purchasing Services
American Purchasing Services, LLC, which conducts business under
the name American Medical Depot, is a distributor of medical,
surgical, dental and laboratory supplies and equipment. It is
owned 100% by American Medical Depot Holdings, LLC.
American Purchasing Services and its affiliates, including DVSS
Acquisition Company, LLC, AMD Pennsylvania, LLC and American
Medical Depot Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-23495) on Dec.
11, 2020.
At the time of filing, the Debtors disclosed up to $50 million in
assets and up to $100 million in liabilities.
Judge Scott M. Grossman oversees the cases.
The Debtors tapped Berger Singerman LLP as their legal counsel, CR3
Partners LLC as restructuring advisor, and Prime Clerk LLC as
notice and claims agent.
The case was later converted to Chapter 7 and Marc P. Barmat was
appointed the chapter 7 trustee.
ARIS WATER: S&P Upgrades ICR to 'B+', Outlook Stable
----------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Texas-based
Aris Water Solutions Inc. to 'B+' from 'B'. The outlook is stable.
S&P said, "At the same time, we raised our issue-level rating on
Aris' $400 million senior unsecured notes to 'B+' from 'B'. Our '4'
recovery rating is unchanged, indicating our expectation for
average (30%-50%; rounded estimate: 45%) recovery in the event of
default.
"The stable outlook reflects our expectation that Aris will
maintain volumes across its systems near term, benefit from recent
acquisitions, and continue to pursue organic growth while managing
S&P Global Ratings-adjusted leverage below 4x through 2023."
Aris has increased in size and scale due to recent asset
acquisitions and organic growth on stronger supply, driving higher
volumes and EBITDA generation.
Volumes have increased to 947,000 barrels of water per day (kbwpd)
in 2021 from 685 kbwpd in 2020. S&P expects throughput to further
increase to 1,280 kbwpd in 2022. As a result, it expects EBITDA to
increase to approximately $150 million in fiscal 2022, a 30%
increase from the prior year and 164% increase since 2020. Growth
of Aris' integrated water system will continue to be a competitive
advantage in its acreage area as a ramp-up of recycled barrels
support stronger margins relative to produced water operations.
Increased environmental considerations of upstream producers that
look to improve their water sustainability footprint will support
growth in recycled volumes.
Volume and subsequent EBITDA growth will improve leverage in 2022,
with adjusted EBITDA of approximately $150 million in 2022 and
between $130 million and $150 million in 2023.
S&P said, "We expect Aris to continue to have negative free
operating free cash flow (FOCF) through our forecast period as a
result of significant capital spending. We forecast capital
expenditures of $150 million in 2022 and declining in 2023. We
expect the resulting adjusted debt to EBITDA to be approximately
3.5x in fiscal 2022 and below 4x in 2023. We conservatively assume
higher leverage in 2024 resulting from weakening commodity prices
and reduced volumes. Our debt calculation includes an adjustment
for tax receivable agreement (TRA) liabilities of about $80 million
as of Sept. 30, 2022. The TRA requires 85% of the accumulated tax
savings to be shared with pre-IPO owners. As legacy owners of
Solaris LLC units redeem them for shares of class A common stock,
we expect TRA liabilities to increase and affect our adjusted
leverage metrics. The TRA contains an acceleration provision for
change in control, however the pre-IPO holders cannot request an
acceleration of payment on demand and are only to be paid as the
accumulated deferred tax assets are used.
"Our improved view of Aris' governance and financial policy is due
to reduced financial sponsor ownership.
"Financial sponsor ownership since the IPO has reduced to 18% from
58%. Public shareholders own a 52% stake while Yorktown Partners
LLC holds 18%. As a result, we no longer view Aris as a financial
sponsor-owned company and believe this structure enhances its
financial policy framework and reduces risk for significant
releveraging events. We revised our governance indicator to G-2
from G-3.
"The stable outlook reflects our view that Aris will maintain
stable volumes across its systems in the near term, benefit from
recent acquisitions, and continue to pursue organic growth. We
expect leverage of approximately 3.5x in 2022 and between 3.5x and
4x in 2023."
S&P could lower the rating if adjusted leverage increases to above
5x on a sustained basis. This could occur if:
-- A sharp decline in crude oil prices leads to sustained reduced
drilling activity;
-- The company pursues a more aggressive financial policy;
TRA liabilities increase; or
-- More rigorous environmental or regulatory factors impair
operations.
Although unlikely at this time, S&P could take a positive rating
action if the company:
-- Significantly increases size, scale, and geographic footprint;
and
-- Sustains leverage below 4x.
ESG credit indicators: E-3, S-2, G-2
S&P revised its consideration of governance to neutral (G-2) from
the moderately negative (G-3) in our credit rating analysis of Aris
following significant divestment from financial sponsors.
Environmental factors remain a moderately negative consideration.
Aris owns and operates water infrastructure systems related to the
gathering and disposal of produced water and the supply of recycled
produced water in the Permian Basin. As the energy transition
gathers pace, Aris' volumes may decrease due to a decline in oil
and natural gas drilling and production activities. That said, the
company recognizes sustainability-related risks and opportunities
and has identified reducing water stress through water recycling as
one of its primary goals. Aris is the leading independent provider
of recycled produced water for multiple users in the Permian.
ARMATA PHARMACEUTICALS: Shareholders Elect Seven Directors
----------------------------------------------------------
At the Annual Meeting of Shareholders, the shareholders of Armata
Pharmaceuticals, Inc. elected seven members to the Company's board
of directors, each for a one-year term expiring at the annual
meeting of shareholders in 2023, as follows:
* Brian Varnum, Ph. D.
* Jules Haimovitz
* Odysseas D. Kostas, M.D.
* Robin C. Kramer
* Joseph M. Patti, Ph. D.
* Todd C. Peterson, Ph. D.
* Sarah Schlesinger, M.D.
Also at the Meeting, the shareholders approved, on a non-binding
advisory basis, Armata's 2021 executive compensation and ratified
the appointment of Ernst & Young LLP as the Company's independent
registered public accounting firm for the fiscal year ending Dec.
31, 2022.
About Armata Pharmaceuticals
Marina del Rey, CA-based Armata Pharmaceuticals, Inc. is a
clinical-stage biotechnology company focused on the development of
pathogen-specific bacteriophage therapeutics for the treatment of
antibiotic-resistant and difficult-to-treat bacterial infections
using its proprietary bacteriophage-based technology. Armata is
developing and advancing a broad pipeline of natural and synthetic
phage candidates, including clinical candidates for Pseudomonas
aeruginosa, Staphylococcus aureus, and other pathogens. In
addition, in collaboration with Merck, known as MSD outside of the
United States and Canada, Armata is developing proprietary
synthetic phage candidates to target an undisclosed infectious
disease agent. Armata is committed to advancing phage with drug
development expertise that spans bench to clinic including in-house
phage specific GMP manufacturing.
Armata reported a net loss of $23.16 million for the year ended
Dec. 31, 2021, compared to a net loss of $22.18 million for the
year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had
$92.88 million in total assets, $47.30 million in total
liabilities, and $45.58 million in total stockholders' equity.
San Diego, California-based Ernst & Young LLP, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated March 17, 2022, citing that the Company has suffered
recurring losses and negative cash flows from operations and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
ASA ROOFING: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division, authorized ASA Roofing, Inc. to use cash
collateral on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to continue
operating its business.
Prior to the bankruptcy filing, the Debtor entered into a secured
loan agreement with the Small Business Administration on May 21,
2020, in the total loan amount of $349,600.
The Note and the obligations owing to SBA thereunder are secured by
a UCC Financing Statement was properly filed with the Office of the
Clerk, Virginia State Corporation Commission on May 29, 2020,
encumbered property, or rights to property belonging to the Debtor
and secured the future Note obligations owed by the Debtor.
Pursuant to the Security Agreement, the Debtor granted the SBA a
blanket lien on, among other things, the Debtor's personal
property, including but not limited to, equipment, inventory,
accounts, general intangibles and receivables and the lien against
the Collateral constitutes a first position, properly perfected
security interest in the Debtor's property.
The Debtor has been using the SBA's cash collateral from the
Petition Date through the date of the Order without the SBA's
consent or Court authorization.
As of Petition Date, the Debtor owed the SBA $370,801.
The Court order provides that the lien and security interest
granted to the SBA pursuant to the SBA Loan Documents are valid,
perfected, enforceable, non-voidable, liens and security interests
in all of the Collateral and other assets of the Debtor described
therein, with the possible exception of the Debtor's vehicles and
potentially subject to claims pursuant to the Perishable
Agricultural Commodities Act, 7 U.S.C. section 499a, et seq.
The Debtor stipulates and agrees, for all purposes and without the
need for any additional evidence or proof, that as of the Petition
Date, (i) its cash on hand was at least $8,000; (ii) its
collectible accounts receivable were at least $91,652.
The Debtor's authority to use cash collateral terminates on the
earlier to occur of one of these "Termination Event":
i. The entry of an order authorizing the Debtor to incur
post-petition indebtedness;
ii. Non-compliance by the Debtor with any term, covenant or
provision in the Budget or the Order, after having received
written notice of the noncompliance and given 10 days to cure
such non-compliance, except SBA's cash Collateral may be used
solely up to the amounts stated for in any line item in the Budget,
plus 10% for each line item, during the respective monthly periods
and for the purposes identified in the Budget;
iii. The appointment of a trustee or of an examiner for the
Debtor or the property of the estates of the Debtor (other than the
continued appointment of the Subchapter V Trustee);
iv. The entry of a final order authorizing the Debtor's use of
cash collateral that is not identical with respect to material
terms, conditions and provisions contained in the Order;
v. The entry of an order staying, vacating, amending,
supplementing or modifying this Order or otherwise affecting the
validity, priority, extent, or enforceability of any of the liens
or claims granted herein; and/or
vi. Conversion or dismissal of the Debtor's Chapter 11 Case.
As partial adequate protection for the Debtor's use and consumption
of the Prepetition Collateral and cash collateral from and after
the Petition Date, all pre-petition liens and security interests of
SBA are reaffirmed to the same extent and priority as such liens
and security interests existed immediately prior to the Petition
Date and to further secure the SBA Prepetition Debt, the SBA is
granted and conveyed a fully perfected security interest in and
replacement lien upon all of the Debtor's now owned or hereafter
acquired assets.
As additional partial adequate protection to the SBA for the
Debtor's use and consumption of the Prepetition Collateral and cash
collateral from and after the Petition Date, the SBA is granted a
superpriority claim in the Debtor's chapter 11 case as provided for
in section 507(b) of the Bankruptcy Code with priority over any and
all other administrative expenses in the case of any kind payable
or allowed pursuant to any provision of the Bankruptcy Code.
As additional partial adequate protection to the SBA for the
Debtor's use and consumption of the Prepetition Collateral and cash
collateral from and after the Petition Date, the Debtor will make
monthly payments to the SBA of $1,766 on the 15th day of each
successive month starting December 15, 2022, until the occurrence
of a Termination Event.
A copy of the order is available at https://bit.ly/3Fdf8EZ from
PacerMonitor.com.
About ASA Roofing
ASA Roofing, Inc. is a roofing contractor serving commercial and
residential clients in the Alexandria, Arlington and Northern
Virginia areas.
ASA Roofing filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 22-11555) on
Nov. 14, 2022, with up to $50,000 in assets and up to $10 million
in liabilities.
Judge Brian F. Kenney oversees the case.
Richard G. Hall, Esq., serves as the Debtor's legal counsel.
ATKORE INC: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Atkore Inc.'s (Atkore) Ba1
corporate family rating, its Ba1-PD probability of default rating
and the Ba2 rating on its $400 million senior unsecured notes. At
the same time, Moody's downgraded the rating on the senior secured
term loan B issued by Atkore International, Inc. to Ba1 from Baa3
due to the correction of an error in Moody's prior analysis. The
ratings outlook remains stable.
Downgrades:
Issuer: Atkore International, Inc.
Senior Secured 1st Lien Bank Credit Facility, Downgraded to Ba1
(LGD3) from Baa3 (LGD3)
Affirmations:
Issuer: Atkore Inc.
Corporate Family Rating, Affirmed Ba1
Probability of Default Rating, Affirmed Ba1-PD
Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5)
Outlook Actions:
Issuer: Atkore Inc.
Outlook, Remains Stable
Issuer: Atkore International, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The affirmation of Atkore's Ba1 corporate family rating reflects
the company's low leverage, robust interest coverage, high profit
margins, large market share in key products, attractive position in
certain end markets, its focus on core product categories, pricing
discipline and operational efficiencies, and its very good
liquidity profile. The rating also reflects Atkore's moderate scale
and limited diversity versus higher rated companies in the
manufacturing sector and its reliance on non-residential
construction activity, which is expected to soften in the near term
due to higher interest rates and weaker economic growth. The rating
also considers the highly competitive market in which the company
operates, its limited product differentiation, its acquisitive
history and plans to use its free cash flow to fund organic growth,
acquisitions and share repurchases and not to pay down debt.
The downgrade of the rating on Atkore's senior secured term loan
results from the correction of an error in Moody's prior analysis.
The LGD model waterfall used in the May 25, 2022 rating action
incorporated an incorrect estimate for the lease rejection claim.
This has been corrected, and the Ba1 rating assigned to the senior
secured term loan is in line with Atkore's Ba1 corporate family
rating since this loan has a second lien on the ABL collateral, and
benefits from a first priority lien on the tangible and intangible
assets not securing the ABL revolver. It is also supported by the
loss absorbing buffer provided by other unsecured claims and by the
unsecured notes, which are rated Ba2 due to their junior ranking
position in relation to the term loan and the ABL facility.
Atkore's operating performance has materially strengthened over the
past two fiscal years and is expected to remain historically robust
in the near-term due to significantly improved product pricing
driven by the company's ability to meet demand despite raw material
and product shortages, particularly in PVC electrical conduit and
fittings and to a lesser extent metal electrical conduit and
fittings. This has enabled the company to substantially widen the
spreads between the cost of its raw materials and its finished
products prices, while also benefitting from the contributions from
acquired companies, strategic pricing initiatives, productivity
improvements and continued steady demand in certain nonresidential
end markets. As a result, Atkore generated adjusted EBITDA of $1.33
billion in fiscal 2022 (ended September 2022) and $904 million in
fiscal 2021 versus $320 million - $340 million in fiscal years
2019-2020. Moody's anticipate the company will continue to produce
historically strong operating results in fiscal 2023, even as it
gives back a portion of its recent pricing benefits and demand
softens in certain residential and nonresidential end markets, and
will generate adjusted EBITDA in the range of $800 - $900 million.
The recent strong operating performance along with effective
working capital management has enabled the company to generate free
cash flow of $508 in fiscal 2021 and $651 million in fiscal 2022
and to raise its cash balance to $389 million while repaying about
$40 million of debt, repurchasing $635 million of its common stock
and completing $351 million of acquisitions. Moody's expect fiscal
2023 free cash flow to remain historically strong and anticipate
the company will continue to focus on using this cash to fund
organic growth, acquisitions and share repurchases while
maintaining relatively conservative financial policies.
Atkore's substantially improved operating performance and its debt
paydowns in fiscal years 2019-2021 has resulted in materially
stronger credit metrics. Atkore's adjusted leverage ratio
(debt/EBITDA) declined to 0.6x in September 2022 from 2.6x in
September 2020 while its interest coverage (EBITA/Interest) rose to
37.5x from 6.6x. Moody's expect these metrics to weaken along with
its operating performance in fiscal 2023 as raw material and
product availability improves, product pricing declines and higher
interest rates and inflationary cost pressures weigh on
construction spending. However, its credit metrics are likely to
remain strong for its Ba1 corporate family rating. Further upside
ratings potential is possible if the company's credit profile
remains strong during this economic downturn, it maintains
relatively conservative financial policies and indicates an
intention to modify its capital structure and predominantly issue
unsecured debt.
Atkore's speculative grade liquidity rating of SGL-1 reflects its
very good liquidity profile and its consistent free cash
generation. The company had $389 million of cash and $313 million
of borrowing availability on its $325 million asset based revolving
credit facility as of September 2022. Atkore had $12 million of
letters of credit issued and no outstanding borrowings on the
revolver which has historically been used for seasonal and cyclical
working capital support and to fund acquisitions, but it is
unlikely to be used in the near term considering the company's
sizeable cash balance and strong free cash flow. The ABL matures in
May 2026.
Atkore's stable ratings outlook reflects Moody's expectation that
its operating results will materially weaken but remain
historically robust in fiscal 2023, and that its credit metrics
will continue to support its rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Atkore's moderate scale, somewhat limited end market
diversification versus other higher rated companies in the
manufacturing sector and the secured debt in its capital structure
all act as a headwind and raise the bar for a ratings upgrade.
However, the company's rating could be upgraded if its leverage
ratio (Debt/EBITDA) is sustained at less than 2.0x, EBITA margins
above 16%, its credit profile remains strong during this economic
downturn, it maintains relatively conservative financial policies
and indicates an intention to modify its capital structure and
predominantly issue unsecured debt.
Atkore's rating could be downgraded if Debt/EBITDA exceeds 3.25x or
EBITA margins fall below 12% on a sustained basis. A material
contraction in liquidity could also result in a downgrade.
Atkore Inc., headquartered in Harvey, Illinois is a manufacturer of
Electrical products primarily for the non-residential construction
and renovation markets and to a lesser extent the residential
construction market, and Safety & Infrastructure solutions for the
construction and industrial markets. These products include steel
and PVC electrical conduit and fittings, armored and metal-clad
cable and metal framing and support structures such as cable trays,
ladders and wire baskets, as well as galvanized mechanical tubes.
The company operated 47 manufacturing facilities as of September
30, 2022 and has two reportable segments: Electrical (about 75% of
sales) and Safety & Infrastructure Solutions (25%). Atkore's
revenues for the trailing twelve months ended September 30, 2022
were approximately $3.9 billion. Atkore International, Inc.
(Atkore) is a wholly owned subsidiary of Atkore International
Holdings Inc., which in turn is 100% owned by Atkore Inc.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
ATLAS CC: Moody's Cuts CFR & First Lien Sr. Secured Debt to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings assigned to Atlas
CC Acquisition Corp (dba "Cubic") including the Corporate Family
Rating to Caa1 from B3 and the Probability of Default Rating to
Caa1-PD from B3-PD. Concurrently, Moody's downgraded Cubic's first
lien senior secured rating to Caa1 from B3 and the term loan C
rating to B1 from Ba3. The ratings outlook is stable.
The ratings downgrades reflect Moody's expectation of continuing
weak free cash flow and sustained weak credit metrics. Moody's
expects supply chain constraints and rising interest rates to
continue to pressure cash generation for at least the first half of
fiscal 2023 (year ending September 30).
The stable outlook reflects Moody's expectation of improving
operating performance and cash flow in the second half of fiscal
2023. The stable outlook also reflects Moody's expectations for
adequate liquidity in fiscal 2023, supported by cash on hand and
the currently undrawn $225 million revolver.
Downgrades:
Issuer: Atlas CC Acquisition Corp
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured 1st Lien Revolving Credit Facility, Downgraded to
Caa1 (LGD3) from B3 (LGD3)
Senior Secured 1st Lien Term Loan B, Downgraded to Caa1 (LGD3)
from B3 (LGD3)
Senior Secured 1st Lien Term Loan C, Downgraded to B1 (LGD1) from
Ba3 (LGD1)
Outlook Actions:
Issuer: Atlas CC Acquisition Corp
Outlook, Remains Stable
RATINGS RATIONALE
Cubic's Caa1 CFR reflects its high financial leverage and lower
revenue, operating earnings and cash flows compared to Moody's
expectations at the completion of the acquisition by Veritas
Capital in May 2021. Longer than expected contract startup periods
with its municipal customers and supply chain constraints that
delay production and implementation of its hardware and software
products remain pressure points in Moody's view. However, customer
demand has remained steady.
Cubic's leading position in fare management systems for public
transportation networks worldwide and its C4ISR (command, control,
communication, computers, intelligence, surveillance and
reconnaissance) services for the US Department of Defense and its
allies should promote a steady stream of new business, potentially
mitigating pressure on the rating from the current weak financial
profile.
Despite Moody's expectation for tight free cash flow, liquidity
will remain adequate over the next twelve to eighteen months,
supported by cash of about $154 million at June 30, 2022 and an
undrawn $225 million revolving credit facility. Higher cash
interest expense from the company's mostly floating rate debt
structure will weigh on cash generation, all else equal in 2023;
however, the company does have an interest rate hedging strategy in
place to mitigate the impact.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company sustains positive free
cash flow and financial leverage approaches 7x or EBITA/interest
approaches 1.5x. The ratings could be downgraded if free cash flow
remains negative, resulting in erosion of the company's
unrestricted cash and utilization of the revolving credit facility.
Loss of important customers could also lead to a ratings
downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Atlas CC Acquisition Corp serves transportation, defense command,
control, communication, computers, intelligence, surveillance and
reconnaissance (C4ISR), and defense training customers globally.
Cubic sells integrated payment and information systems,
expeditionary communications, cloud-based computing and
intelligence delivery, as well as training and readiness solutions.
Last twelve months' revenue through June 2022 was $1.4 billion. The
company is majority-owned by entities of Veritas Capital.
AVAYA HOLDINGS: Becky Roof Appointed Interim CFO
------------------------------------------------
Avaya Holdings Corp. announced certain changes to its executive
team as the Company continues executing on its transformation to
subscription and cloud-delivered services. Kieran McGrath will
retire as executive vice president and chief financial officer.
Becky Roof, managing director at global consulting firm
AlixPartners, LLP, has been appointed as interim chief financial
officer. These changes were effective Nov. 9, 2022, and Mr.
McGrath has agreed to continue with Avaya in an advisory capacity
until Dec. 1, 2022 to ensure a smooth transition.
Additionally, the Company announced that Shefali Shah, executive
vice president and chief administrative officer, will take on
responsibilities in connection with strategic initiatives being
implemented by Alan Masarek, the Company's president and chief
executive officer. In connection with Ms. Shah's assumption of
these responsibilities, Vito Carnevale, the Company's general
counsel, who oversees Avaya's legal, compliance and security
functions, will report to Mr. Masarek.
"Avaya's transformation to subscription and cloud-delivered
services is well underway, and we have made tremendous progress
enhancing operating efficiency and delivering on our cost-reduction
initiatives," Mr. Masarek said. "I thank Kieran for his
contributions to Avaya, including delaying his retirement to
support my transition to the Company, and wish him all the best in
his retirement. As we continue positioning the business for the
long term, I look forward to benefitting from Becky's expertise.
We remain focused on continuing to provide our global customers
with outstanding communications solutions and support, and
investing in our long-range product roadmaps."
Avaya has retained an outside executive search firm to help
identify a permanent chief financial officer.
Ms. Roof is a certified public accountant and seasoned financial
executive with over 20 years of experience at global consulting
firm AlixPartners, LLP. In her role as managing director, she
provides advisory and C-suite interim management services to
publicly traded companies and has previously served in an interim
CFO capacity at a number of public and private companies.
In addition, Ms. Roof currently serves on the advisory board of
Texas Wall Street Women and is a member of the United Way Women's
Initiative in Houston, Texas.
In connection with Ms. Roof's appointment, the Company entered into
an Agreement for the Provision of Interim Management Services with
AP Services, LLC, a subsidiary of AlixPartners, LLP. The
Management Services Agreement provides that Ms. Roof will serve as
the Company's interim chief financial officer at a rate of $225,000
per month.
About Avaya Holdings
Avaya offers digital communications products, solutions and
services for businesses of all sizes delivering its technology
predominantly through software and services.
Avaya reported a net loss of $13 million for the year ended Sept.
30, 2021, a net loss of $680 million for the year ended Sept. 30,
2020, and a net loss of $671 million for the year ended Sept. 30,
2019.
* * *
As reported by the TCR on Aug. 15, 2022, S&P Global Ratings lowered
its issuer credit rating on Avaya Holdings Corp. to 'CCC-' from
'CCC'. The negative outlook reflects that S&P could lower its
rating on Avaya if it concludes a distressed restructuring or
payment default are a virtual certainty.
Also in August 2022, Moody's Investors Service downgraded the
Corporate Family Rating of Avaya Holdings Corp. to Caa2 from B3.
Moody's said Avaya's Caa2 CFR reflects the Company's unsustainably
high financial leverage, sustained cash burn, and increased near
term performance challenges that may worsen substantially as
customers reassess Avaya's financial standing.
AXYEHHO CORPORATION: Plan Outline OK'd; Plan Hearing on Dec. 29
---------------------------------------------------------------
Judge Scott Grossman of the U.S. Bankruptcy Court for the Southern
District of Florida approved the disclosure statement for the
Chapter 11 plan proposed by AXYEHHO Corporation to exit bankruptcy
protection.
The bankruptcy judge is set to hold a hearing on Dec. 29, at 9:30
a.m., to consider confirmation of the proposed plan of
reorganization. The deadline for filing objections to the plan and
for filing ballots accepting or rejecting the plan is on Dec. 15.
About AXYEHHO Corporation
AXYEHHO Corporation is a Fort Lauderdale, Fla.-based company
engaged in activities related to real estate.
AXYEHHO filed its voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14717) on June
17, 2022, with up to $50,000 in assets and up to $10 million in
liabilities. Ekaterina Pushkarshkaya, president of AXYEHHO, signed
the petition.
Judge Scott M. Grossman presides over the case.
Stephen Breuer, Esq., at Breuer Law, PLLC represents the Debtor as
counsel.
AYTU BIOPHARMA: Gets 180-Day Extension to Comply With Nasdaq Rule
-----------------------------------------------------------------
Aytu BioPharma, Inc. said it received written notification from the
Listing Qualifications Department of The Nasdaq Stock Market, LLC,
granting the Company's request for a 180-day extension to regain
compliance with Nasdaq's minimum bid price requirement under Nasdaq
Listing Rule 5550(a)(2). The Company has until May 22, 2023 to
meet the requirement. If at any time prior to May 22, 2023, the
bid price of the Company's Common Stock closes at $1.00 per share
or more for a minimum of 10 consecutive business days, the Company
will regain compliance with the Bid Price Rule.
The Company intends to actively monitor the closing bid price of
its Common Stock and may, if appropriate, consider implementing
available options to regain compliance with the Bid Price Rule
under the Nasdaq Listing Rules, including enacting a reverse stock
split. On Oct. 5, 2022, the Company's stockholders approved an
amendment to its Certificate of Incorporation to effect a reverse
stock split at a ratio of any whole number up to 1-for-20. Any
reverse split would be determined by and at the discretion of the
Company's board of directors, and be permissible at any time before
Oct. 4, 2023.
If the Company does not regain compliance with the Bid Price Rule
during the additional 180-day extension, Nasdaq will provide
written notification to the Company that its Common Stock will be
delisted. At that time, the Company may appeal the relevant
delisting determination to a hearings panel pursuant to the
procedures set forth in the applicable Nasdaq Listing Rules.
However, there can be no assurance that, if the Company does appeal
the delisting determination by Nasdaq to the hearings panel, that
such appeal would be successful.
Nasdaq's extension notice has no immediate effect on the listing or
trading of the Company's Common Stock, which will continue to trade
on the Nasdaq Capital Market under the symbol "AYTU".
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a
pharmaceutical company commercializing a portfolio of commercial
prescription therapeutics and consumer health products. The
Company's prescription products include Adzenys XR-ODT
(amphetamine) extended-release orally disintegrating tablets and
Cotempla XR-ODT (methylphenidate) extended-release orally
disintegrating tablets for the treatment of attention deficit
hyperactivity disorder (ADHD), as well as Karbinal ER
(carbinoxamine maleate), an extended-release antihistamine
suspension indicated to treat numerous allergic conditions, and
Poly-Vi-Flor and Tri-Vi-Flor, two complementary fluoride-based
prescription vitamin product lines available in various
formulations for infants and children with fluoride deficiency.
Aytu's consumer health segment markets a range of over-the-counter
medicines, personal care products, and dietary supplements
addressing a range of common conditions including diabetes,
allergy, hair regrowth, and gastrointestinal conditions.
Aytu Biopharma reported a net loss of $110.17 million for the year
ended June 30, 2022, compared to a net loss of $58.29 million for
the year ended June 30, 2021. As of Sept. 30, 2022, the Company
had $150 million in total assets, $96.09 million in total
liabilities, and $53.91 million in total stockholders' equity.
Denver, Colorado-based Plante & Moran, PLLC, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Sept. 27, 2022, citing that the Company's operations have
historically consumed cash and are expected to continue to consume
cash, which raises substantial doubt about the Company's ability to
continue as a going concern.
BEAZER HOMES: Egan-Jones Retains B+ Sr. Unsecured Debt Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on November 16, 2022, retained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Beazer Homes USA, Inc.
Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. designs,
builds, and sells single family homes in the Southeast, Southwest,
and South Central regions of the United States.
BED BATH & BEYOND: CEO to Receive $1.4 Million Annually
-------------------------------------------------------
In connection with Ms. Sue Gove's appointment as the president and
chief executive officer of Bed Bath & Beyond Inc., the Company
entered into an employment agreement with Ms. Gove on Nov. 12,
2022. The Employment Agreement and the compensation package were
approved by the Compensation Committee of the Board, which worked
with its independent compensation consultant to design a
competitive compensation framework that aligns with the
compensation design pillars described in the Company's 2022 proxy
statement. The key terms of the Employment Agreement are as
follows:
* Term. The Employment Agreement has an initial term of two
years commencing on the Effective Date. After the expiration of
the Initial Term, the Employment Agreement automatically renews on
an annual basis until either party provides 90 days' notice of
intent not to renew.
* Cash Compensation. Ms. Gove's annual base salary will equal
$1,400,000, and, in fiscal year 2022, Ms. Gove will be eligible to
receive a cash performance bonus pursuant to the Company's 2022
"2nd Half" Short-Term Incentive Program with a target 2022 Second
Half Bonus of 105% of her base salary. For each completed fiscal
year thereafter, Ms. Gove will be eligible for a target annual
bonus of 150% of her base salary, to be earned based upon the
achievement of performance objectives to be determined by the
Committee.
* Long-Term Equity Incentives. As soon as reasonably
practicable after the Effective Date, Ms. Gove will be eligible to
receive a long-term, performance-based equity incentive award with
a target value at grant of $2,700,000, under the Company's 2018
Incentive Compensation Plan. The performance criteria for LTI
Awards will be consistent with the performance criteria for LTI
Awards granted to other executive officers in fiscal 2022, and the
LTI Awards will be subject to the terms and conditions of the 2018
Plan and any applicable award agreements.
* Benefits. Ms. Gove will be eligible to participate in the
Company's employee benefit plans, policies and arrangements
applicable to other executive officers generally. Ms. Gove will
also be entitled to reimbursement on a tax neutral basis for all
reasonable out-of-pocket business, entertainment and travel
expenses incurred by her in connection with the performance of her
duties.
* Termination without Cause or for Good Reason. The Employment
Agreement provides that if the Company terminates Ms. Gove's
employment other than for "cause," or in the event Ms. Gove
terminates with "good reason," in each case, not in connection with
a "change in control" (as defined in the 2018 Plan), then Ms. Gove
will receive severance pay equal to the sum of two times Ms. Gove's
base salary and her target annual bonus (payable over the 24 months
following her termination date), any earned but unpaid annual bonus
for the year prior to the year of termination, and up to 24 months
of COBRA benefits at active employee rates. Severance pay will be
paid in accordance with normal payroll. The definitions of "cause"
and "good reason" are set forth in the Employment Agreement. In
the event that Ms. Gove experiences an "involuntary termination"
(as such term is defined in the Company's Executive Change in
Control Severance Plan), Ms. Gove will be entitled to the severance
payments and benefits provided for under the ESP pursuant to the
terms and conditions therein. Ms. Gove is required to deliver a
formal release of all claims prior to, and as a condition of, her
receipt of any of the severance payments and other post-employment
benefits described in the Employment Agreement.
* Restrictive Covenants. The Employment Agreement also provides
for non-competition, non-solicitation and non-interference during
the term of employment and for two years thereafter, and
non-disparagement and confidentiality during the term of employment
and surviving the end of the term of employment.
About Bed Bath & Beyond
Bed Bath & Beyond Inc. and subsidiaries is an omnichannel retailer
selling a wide assortment of merchandise in the Home, Baby, Beauty
& Wellness markets and operate under the names Bed Bath & Beyond,
buybuy BABY, and Harmon, Harmon Face Values. The Company also
operates Decorist, an online interior design platform that provides
personalized home design services.
The Company reported a net loss of $559.62 million for the fiscal
year ended Feb. 26, 2022, a net loss of $150.77 million for the
year ended Feb. 27, 2021, and a net loss of $613.82 million for the
year ended Feb. 29, 2020. As of Aug. 27, 2022, the Company had
$4.66 billion in total assets, $5.24 billion in total liabilities,
and a total shareholders' deficit of $577.65 million.
* * *
As reported by the TCR on Nov. 16, 2022, S&P Global Ratings lowered
its issuer credit rating on Union, N.J.-based specialty home
retailer Bed Bath & Beyond Inc. (BBBY) to 'SD' (selective default)
from 'CC'. This action follows the Company's announcement of
privately negotiated exchanges of over $150 million par value of
its senior unsecured notes for the company's common stock. S&P
views the exchange as distressed and not opportunistic.
Also in October 2022, Moody's Investors Service downgraded Bed Bath
& Beyond Inc.'s corporate family rating to Ca from Caa2. "The
downgrades reflects governance considerations which include the
company's announcement that it may pursue liability transactions
which Moody's would likely view as a distressed exchange to address
its $284 million of senior unsecured notes due in August 2024 in
light of the continuing pressures on Bed Bath's operations and
credit metrics," said Christina Boni, Moody's senior vice
president.
BEN'S GARDEN: Taps Dynamic Business as Consultant
-------------------------------------------------
Ben's Garden Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Dynamic Business
Consultants, LLC as financial and operational consultant.
The firm will render these services:
(a) work within NetSuite to review and, as necessary, assist
in updating financial information for years 2018 to 2021;
(b) review monthly accounting data to maintain accurate
reflection in NetSuite;
(c) strategize major decisions and future business endeavors;
(d) assist with daily deliverables as needed;
(e) provide projections as needed; and
(f) recognize that the role and needs will continuously evolve
as Ben's Garden evolves when potential future business
opportunities arise.
The firm will be compensated as follows:
(a) flat fee of $5,120, to be paid in three equal installments
over three consecutive months; and
(b) $4,160 per month for strategic advice and guidance.
Kenneth Pischel, founder and managing member of Dynamic Business
Consultants, 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:
Kenneth Pischel
Dynamic Business Consultants
46 Franklin St.
Northport, NY 11768
Telephone: (631) 834-7919
Email: kpischel@gmail.com
About Ben's Garden
Ben's Garden Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-72391) on Sept. 12, 2022, with $50,000 to $100,000 in assets and
$1 million to $10 million in liabilities. Benjamin Busko,
president, signed the petition.
Judge Louis A. Scarcella oversees the case.
The Debtor tapped Certilman Balin Adler & Hyman, LLP as legal
counsel and Dynamic Business Consultants, LLC as financial and
operational consultant.
BIONIK LABORATORIES: Borrows $400K From Director's Affiliate
------------------------------------------------------------
Bionik Laboratories Corp. issued a convertible promissory note and
borrowed $400,000 from an affiliate of Remi Gaston-Dreyfus, a
director of the Company. The Holder subscribed to the Note
pursuant to a Subscription Agreement.
The Company intends to use the net proceeds from the Loan for the
Company's working capital and general corporate purposes.
The Note bears interest at a fixed rate of 1% per month, computed
based on a 360-day year of twelve 30-day months and will be
payable, along with the principal amount, on the two year
anniversary of the issue date.
The Note will be convertible into equity of the Company upon the
following events on the following terms:
* On the Maturity Date without any action on the part of the
Holder, the outstanding principal and accrued and unpaid interest
under the Note will be converted into shares of common stock at a
conversion price equal to the closing price of the Company's common
stock on the Maturity Date.
* Upon the consummation of the next equity or equity linked
round of financing of the Company for cash proceeds, without any
action on the part of the Holder, the outstanding principal and
accrued and unpaid interest under the Note will be converted into
the securities (or units of securities if more than one security
are sold as a unit) issued by the Company in one or more tranches
in the context of the Qualified Financing, based upon the issuance
(or conversion) price of such securities.
The Note contains customary events of default, which, if uncured,
entitle the Holder to accelerate the due date of the unpaid
principal amount of, and all accrued and unpaid interest on, the
Note.
About BIONIK Laboratories
Bionik Laboratories Corp. -- http://www.BIONIKlabs.com-- is a
robotics company focused on providing rehabilitation and mobility
solutions to individuals with neurological and mobility challenges
from hospital to home. The Company has a portfolio of products
focused on upper and lower extremity rehabilitation for stroke and
other mobility-impaired patients, including three products on the
market and three products in varying stages of development.
Bionik reported a net loss and comprehensive loss of $10.41 million
for the year ended March 31, 2022, compared to a net loss and
comprehensive loss of $13.62 million for the year ended March 31,
2021. As of Sept. 30, 2022, the Company had $3.83 million in total
assets, $3.31 million in total liabilities, and $523,018 in total
stockholders' equity.
Toronto, Canada-based MNP LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 9,
2022, citing that the Company has experienced losses and has a
working capital deficiency and an accumulated deficit. These
conditions, along with other matters, raise substantial doubt about
Company's ability to continue as a going concern.
BITNILE HOLDINGS: Unit to Buy Assets of Circle 8 Crane for $40M
---------------------------------------------------------------
BitNile Holdings, Inc. said that Circle 8 Newco LLC, a newly formed
indirect subsidiary of Ault Alliance, Inc., a wholly owned
subsidiary of the Company, has entered into an asset purchase
agreement with Circle 8 Crane Services LLC, providing for the
acquisition of substantially all of Circle 8's operating assets and
recapitalization of the business into Circle 8 Newco for an
aggregate consideration of approximately $40 million. The
Acquisition will be funded with $16 mm in cash and approximately
$24 mm of asset-based debt will be assumed.
Circle 8 is a crane rental and lifting solutions provider founded
in 2007 and headquartered in Corpus Christi, TX with multiple
locations throughout the South Central region of the U.S. It
maintains a large modern fleet of mobile cranes for its customers'
heavy lifting needs. In particular, Circle 8 provides crane
operators, engineering, custom rigging and transportation services
for oilfield, construction, commercial and infrastructure markets.
Circle 8 maintains an industry leading safety record.
As BitNile has disclosed in prior announcements to the public, it
intends to have Ault Alliance become a separate reporting public
company in the first half of 2023. BitNile has also disclosed that
Ault Alliance is a diversified holding company focused on Bitcoin
mining, data center operations, commercial lending, activist
investing, oil exploration, hotel operations and other commercial
real estate holdings. Circle 8 Newco, including the Assets
acquired from Circle 8 at the closing of the Acquisition,
constitutes an entity within Ault Alliance, and hence it will be
included within any filing made with the Securities and Exchange
Commission by Ault Alliance.
Ault Alliance is partnering with equipment rental specialist
private equity group, Paramount Lifting Solutions LLC and existing
management, Phillip and Allen Bryson, in the investment. Ault
Alliance, Paramount, and management will own approximately 64%,
20%, and 16%, respectively, on a fully diluted basis, of Circle 8
Holdco LLC, a newly formed entity that is the sole member of Circle
8 Newco.
The closing of the Acquisition is expected to occur on or prior to
Dec. 9, 2022. The consummation of the transactions contemplated by
the Agreement are subject to various customary closing conditions
and the receipt of certain third party consents. In addition to
customary closing conditions, the closing of the Acquisition is
also conditioned upon the receipt by Circle 8 Newco of financing in
an amount sufficient to consummate the transaction.
"We are very excited to partner with the Brysons and Paramount as a
platform for future growth," said Christopher Wu, president of Ault
Alliance. Mr. Wu continued, "this Acquisition is in line with Ault
Alliance's strategy of investing in enterprises that provide
current cash flows which we believe will increase through the
provision of additional equipment and technology to create
shareholder value. Based on current market conditions and presuming
the closing of the Acquisition, Circle 8 Newco is forecasted to
generate more than $40 million of annual revenue in 2023."
"On behalf of the Circle 8 employees and management team, we are
pleased to partner with the Ault Alliance and Paramount teams.
Their global network and extensive industry knowledge will lay the
foundation for sustained growth and innovation," said Phillip
Bryson, CEO of Circle 8.
About BitNile Holdings
BitNile Holdings, Inc. (formerly known as Ault Global Holdings,
Inc.) -- www.BitNile.com -- is a diversified holding company
pursuing growth by acquiring undervalued businesses and disruptive
technologies with a global impact. Through its wholly and
majority-owned subsidiaries and strategic investments, the Company
owns and operates a data center at which it mines Bitcoin and
provides mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial, automotive,
telecommunications, medical/biopharma, and textiles. In addition,
the Company extends credit to select entrepreneurial businesses
through a licensed lending subsidiary. BitNile's headquarters are
located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas,
NV.
BitNile reported a net loss of $23.97 million for the year ended
Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec.
31, 2020, a net loss of $32.94 million for the year ended Dec. 31,
2019, and a net loss of $32.98 million for the year ended Dec. 31,
2018. As of June 30, 2022, the Company had $596.27 million in
total assets, $133.98 million in total liabilities, $116.89 million
in redeemable noncontrolling interests in equity of subsidiaries,
and $345.40 million in total stockholders' equity.
BOTEILHO HAWAII: Seeks to Hire Choi & Ito as Bankruptcy Counsel
---------------------------------------------------------------
Boteilho Hawaii Enterprises, Inc., doing business as Cloverleaf
Dairy, seeks approval from the U.S. Bankruptcy Court for the
District of Hawaii to employ Choi & Ito to handle its Chapter 11
case.
The hourly rates of the firm's attorneys are as follows:
Chuck C. Choi $450
Allison A. Ito $275
Prior to the petition date, the firm received $22,761.78 from the
Debtor for pre-bankruptcy services.
Chuck Choi, a partner at Choi & Ito, disclosed in a court filing
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Chuck C. Choi, Esq.
Allison A. Ito, Esq.
Choi & Ito
700 Bishop Street, Suite 1107
Honolulu, HI 96813
Telephone: (808) 533-1877
Facsimile: (808) 566-6900
Email: cchoi@hibklaw.com
aito@hibklaw.com
About Boteilho Hawaii Enterprises
Boteilho Hawaii Enterprises, Inc. operates the Cloverleaf Dairy in
North Kohala, near Hawi, on the northern tip Hawaii island. The
Boteilho family has operated it continuously since 1962. The Debtor
is the last remaining commercial dairy farm in Hawaii.
Boteilho Hawaii Enterprises sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 22-00827) on
Nov. 21, 2022, with up to $10 million in both assets and
liabilities. Edward Boteilho, Jr., president, signed the petition.
Judge Robert J. Faris oversees the case.
The Debtor tapped Chuck C. Choi, Esq., at Choi & Ito, as bankruptcy
counsel and Dentons US, LLP as special litigation counsel.
BOTEILHO HAWAII: Seeks to Tap Dentons as Special Litigation Counsel
-------------------------------------------------------------------
Boteilho Hawaii Enterprises, Inc., doing business as Cloverleaf
Dairy, seeks approval from the U.S. Bankruptcy Court for the
District of Hawaii to employ Dentons US, LLP as special litigation
counsel.
The Debtor needs a litigation counsel to assist in an adversary
proceeding for turnover of the estate's property and such other
litigation matters.
Paul Alston, Esq., a partner at Dentons, will be billed at his
hourly rate of $880.
Mr. Alston 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:
Paul Alston, Esq.
Dentons US, LLP
1001 Bishop Street, Suite 1800
Honolulu, HI 96813
Telephone: (808) 524-1800
Facsimile: (808) 524-4591
About Boteilho Hawaii Enterprises
Boteilho Hawaii Enterprises, Inc. operates the Cloverleaf Dairy in
North Kohala, near Hawi, on the northern tip Hawaii island. The
Boteilho family has operated it continuously since 1962. The Debtor
is the last remaining commercial dairy farm in Hawaii.
Boteilho Hawaii Enterprises sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 22-00827) on
Nov. 21, 2022, with up to $10 million in both assets and
liabilities. Edward Boteilho, Jr., president, signed the petition.
Judge Robert J. Faris oversees the case.
The Debtor tapped Chuck C. Choi, Esq., at Choi & Ito, as bankruptcy
counsel and Dentons US, LLP as special litigation counsel.
BRETHREN VILLAGE: Fitch Affirms LongTerm IDR at BB+, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued by Lancaster County Hospital Authority, PA on behalf of
Brethren Village (BV):
- $88.39 million revenue bonds, series 2017;
- $8.97 million revenue bonds, series 2015.
Fitch has also affirmed BV's Issuer Default Rating (IDR) at 'BB+'.
The Rating Outlook is Stable.
Entity/Debt Rating Prior
----------- ------ -----
Brethren Village (PA) LT IDR BB+ Affirmed BB+
Brethren Village
(PA) /General
Revenues/1 LT LT BB+ Affirmed BB+
SECURITY
The bonds are secured by a mortgage on BV's main campus, a security
interest in pledged assets (including gross receipts) and debt
service reserve funds.
ANALYTICAL CONCLUSION
The affirmation of the 'BB+' rating reflects BV's continued stable
demand for independent living units (ILUs) and still solid,
although slightly softer, census for assisted living units (ALUs)
through the pandemic, reflecting BV's favorable service area, long
operating history and expansive service offerings. Good cost
management, solid IL occupancy and federal relief funding have kept
operating metrics consistent with the mid-range operating risk
assessment through the pandemic and the current environment of
sector wide staffing and inflationary pressure.
Leverage remains high, but BV demonstrates adequate financial
flexibility through Fitch's forward-looking scenario analysis with
adequate maximum annual debt service (MADS) coverage and sufficient
liquidity that supports the 'BB+' rating.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'
Stable Demand Profile
BV's expansive service offerings, favorable service area and long
operating history have translated into strong demand across all
service lines despite a competitive market area. Over the last
three fiscal years, BV has averaged a robust 93% occupancy in its
ILUs and 91% in the ALUs. SNF occupancy continues to rebound
following pandemic-related softening and is 89% in fiscal 2022
compared to just 70% and 74% in fiscal 2020 and 2021.
BV differentiates itself from the competition through its solid
reputation for health care and nursing, various price offerings,
resident engagement and a favorable location within the service
area. It has a history of regular fee increases, and
weighted-average entrance fees are consistent with prevailing
housing prices in the market.
Located in Lancaster PA, BV's demographics are in line with or
slightly stronger than state and national averages, with stable
population growth. BV maintains a robust waitlist and has pricing
flexibility as demonstrated by a history of regular entrance fee
and rate increases.
Operating Risk: 'bbb'
Increased Operating Pressure related to Labor Costs
BV's mid-range operating risk assessment is based on a track record
of adequate cost management and solidly mid-range operating
metrics. BV currently offers 90% refundable and nonrefundable
entrance fee residency agreements, with fee-for-service, modified
lifecare and lifecare contracts for its ILU residents.
BV's strong ILU and ALU demand and pricing flexibility has
supported sufficient profitability levels for its rating level in
recent years. SNF occupancy has recovered some but remains slightly
below pre-pandemic levels. Over the last five fiscal years, BV has
averaged 99.2% operating ratio, 9.7% NOM, and 19.8% NOMA, all
consistent with the mid-range operating risk assessment, but with a
trend toward softer ratios in recent years related to the
disruption from the pandemic and labor and wage pressures. BV's
performance in fiscal 2022 shows a 102.4% operating ratio and a 18%
NOMA.
Fitch expects sector wide staffing shortages and inflation will
continue to pressure operating performance in 2023, and then
margins will gradually return to performance consistent with
historical levels, with the operating margin stabilizing around
99%.
Capital spending has averaged about 96% of depreciation over the
last five years, peaking at over 300% in fiscal 2018 with the ILU
expansion project. Capital plans include expansion and renovation
of public spaces and the addition of a third dining area.
Improvements will be funded from capital contributions, as BV has
resumed its capital campaign with a goal of raising $6.5 million,
which Fitch believes is achievable. The average age of plant has
reached about 14 years following reduced spending over recent
years.
BV currently has refundable entrance fee contracts totaling just
over $7 million in refund liability that were part of the 2009
campus expansion project, relative to about $34 million in total
refund liabilities, with the timing of those refunds being somewhat
unpredictable as these ILUs turnover due to normal attrition. This
could cause temporary fluctuations in cash flow and coverage
levels, but given BV's strong demand indicators and continued
diligence in monitoring this matter, Fitch does not believe the
liability will significantly impair MADS coverage. However, any
unexpected large call of refunds in a given period could lead to
brief coverage covenant violations. Fitch believes solid core
operations will mitigate potential fluctuations in entrance fee
cash flows. MADS to revenue has averaged about 18% and debt to net
available has averaged 9.4x over the past five years.
Financial Profile: 'bb'
Elevated Debt Burden
BV's debt burden remains elevated given capital projects in recent
years funded with bond proceeds. MADS coverage has averaged 1.5x
over the past five years and unrestricted cash and investments at
$37.5 million represents 33.5% cash-to-debt at YE 2022.
Unrestricted cash represented 320 days cash on hand in 2022, which
is neutral to the assessment of BV's financial profile.
Fitch's stress scenario includes a revenue and portfolio stress and
also includes the potential impact of a portion of refundable
entrance fees coming due over the next five years. Fitch expects BV
will maintain a financial profile that is consistent with the 'bb'
assessment through the economic and financial volatility assumed in
Fitch's stress case scenario, within the context of BV's mid-range
revenue defensibility and mid-range operating risk assessment.
Asymmetric Additional Risk Considerations
No asymmetric factors were applied in this rating determination.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A significant decline in unrestricted liquidity due to
underperforming operations, resulting in DCOH falling below 250 and
cash-to-debt sustained below 25%;
- Unexpectedly high turnover of ILUs covered under refundable 2009
contracts coupled with lower-than-expected sales to refill vacated
units that results in unresolved debt service coverage violations.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Improved, sustained operating performance that results in an
operating ratio of 95%-97% and net operating margin-adjusted (NOMA)
of 23%-25%;
- While Fitch believes this would take several years, reaching
65%-70% cash-to-adjusted debt.
CREDIT PROFILE
BV operates a life plan community with 577 ILUs, 141 ALUs, 120
skilled nursing facility (SNF) beds, and a 20-bed short-stay
rehabilitation center. It is located on a 96-acre campus in Manheim
Township, PA, about four miles north of the city of Lancaster. BV
currently offers 90% refundable and non-refundable entrance fee
residency agreements, with three types of contracts for its ILU
residents: fee-for-service, modified lifecare and lifecare. A
majority of ILU residents have non-refundable entrance fee
agreements and about 92% of units are on fee-for-service
contracts.
In addition to BV, Rehabilitation Center at Brethren Village, a
limited liability company owned by BV that operates the short-stay
rehabilitation center, is a member of the obligated group. Three
other BV affiliates that operate affordable housing complexes and
own real estate are not obligated group members. The obligated
group represents about 97% of total system assets and 98% of total
system revenues.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
BUCKEYE TECHNOLOGIES: Egan-Jones Retains BB- Unsecured Debt Ratings
-------------------------------------------------------------------
Egan-Jones Ratings Company on November 16, 2022, retained the 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Buckeye Technologies Inc.
Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
manufactures and markets specialty cellulose and absorbent
products.
BUCKINGHAM HEIGHTS: Seeks to Extend Exclusivity Period to Jan. 31
-----------------------------------------------------------------
Buckingham Heights Business Park (a California Limited Partnership)
is seeking court approval to remain in control of its bankruptcy
until early next year.
In its motion, Buckingham asked the U.S. Bankruptcy Court for the
Central District of California to extend the period during which it
has the exclusive right to file a Chapter 11 plan to Jan. 31, 2023,
and solicit votes on the plan to April 3, 2023.
Buckingham will use the extension to pursue renewed effort to
market for sale its lease estate in the Buckingham Heights Business
Park, an industrial and commercial business park in Culver City,
Calif. It will also use the extension to continue focusing on the
plan process.
Buckingham filed a plan of reorganization on Oct. 13, which
envisions two possibilities: a liquidation option based on a
pre-confirmation or post-confirmation sale, and a reorganization
option based on the assumption by Buckingham of the lease and
continued operation of the subleasing business at the property.
"To allow the exclusive periods to terminate so that a competing
plan could be filed would disrupt the reorganization process and
potentially derail the entire case, to the detriment of all
stakeholders in [Buckingham's] estate," said Michael Lauter, Esq.,
one of the attorneys at Sheppard, Mullin, Richter & Hampton, LLP
who represents Buckingham in its Chapter 11 case.
About Buckingham Heights Business Park
Culver City, Calif.-based Buckingham Heights Business Park (a
California Limited Partnership) filed a petition for Chapter 11
protection (Bankr. C.D. Calif. Case No. 21-17060) on Sept. 8, 2021,
with up to $50 million in assets and up to $500,000 in liabilities.
Judge Sheri Bluebond oversees the case.
Sheppard, Mullin, Richter & Hampton, LLP and KB&T Tax & Consulting,
Inc. serve as the Debtor's legal counsel and accountant,
respectively.
The Debtor filed its proposed Chapter 11 plan of reorganization and
disclosure statement on Oct. 13, 2022.
BULGARIAN BAR: Creditor Opposes Bid to Extend Exclusivity Period
----------------------------------------------------------------
The lawyer representing a creditor and former employee of Bulgarian
Bar, Inc. asked the U.S. Bankruptcy Court for the Eastern District
of New York to deny the company's bid to extend the time it can
keep exclusive control of its bankruptcy case.
"[Bulgarian Bar] has failed to identify any steps that demonstrate
a reasonable likelihood that the court will approve a plan in a
reasonable time period or that it has been diligent in trying to
get a plan approved," Josef Nussbaum, Esq., lawyer for Ketevan
Chichinadze, said in a filing with the court.
Ms. Chichinadze filed a complaint against her former employer
alleging claims of unpaid wages and violations of the New York City
Human Rights Law.
According to Mr. Nussbaum, Bulgarian Bar waited over six months to
contact his client although the company had only 10 months to
settle her claim. Moreover, the company did not show up during a
meeting with the proposed mediator to resolve the matter, the
attorney said.
Bulgarian Bar on Nov. 4 filed a motion to extend the period during
which it has the exclusive right to file a Chapter 11 plan to March
13 next year. The motion is on the court's calendar for Dec. 7.
Mr. Nussbaum can be reached at:
Josef Nussbaum, Esq.
Joseph & Kirschenbaum, LLP
32 Broadway, Suite 601
New York, NY 10004
Tel: 212.688.5640
Fax: 212.688.2548
Email: jnussbaum@jk-llp.com
About Bulgarian Bar
Bulgarian Bar, Inc. sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40264) on Feb.
15, 2022, listing as much as $500,000 in both assets and
liabilities. Judge Jil Mazer-Marino presides over the case.
Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and
Wisdom Professional Services, Inc. serve as the Debtor's legal
counsel and accountant, respectively.
CAMECO TECHNOLOGIES: Hearing Today on Cash Collateral Access
------------------------------------------------------------
Cameco Technologies, LLC asks the U.S. Bankruptcy Court for the
District of Minnesota for authority to use cash collateral and
provide adequate protection.
An expedited hearing on the matter is set for December 1, 2022 at
11 a.m.
The final hearing is on December 29 at 9:30 a.m.
The Debtor is proposing to use cash collateral to pay essential
operating expenses.
The Debtor's pre-bankruptcy assets consist of accounts receivable,
cash, notes receivable, inventory and some equipment. Four
creditors purport to claim and may allege an interest in cash
collateral:
(1) Vivian Capital Group, LLC, through a loan made in March
2022 with an approximate balance of $109,000;
(2) Fox Capital Group, Inc. advanced funds to the Debtor
through a loan in January 2022, with an approximate balance of
$51,000;
(3) Spark Funding d/b/a Fundamental Capital SPE, LLC made a
loan to the Debtor in February 2022, with an approximate balance of
$41,000; and
(4) Slate Advance advanced funds to the Debtor through a loan
in March 2022, with an approximate balance of $11,000.
In addition, a federal tax lien was filed on October 5, 2022, in
the approximate amount of $41,000.
The Debtor's counsel has conducted a UCC Search, which revealed the
existence of the federal tax lien and the filing of four UCC-1
Financing Statements with the Minnesota Secretary of State.
The Debtor filed Chapter 11 bankruptcy due to lawsuits commenced by
creditors. The case was also filed due to the federal tax lien by
the Internal Revenue Service. Fox Business Funding also attempted
to divert funds due to the Debtor by Amazon from the Debtor and
have those funds paid to Fox. Prior to bankruptcy, the Debtor
attempted to renegotiate payment agreements with several of its
creditors but was not successful in this regard. The Debtor needs
the protection of chapter 11 to avoid collection activities and
judgment levies.
As adequate protection, the Debtor proposes to grant replacement
liens to the IRS, Fox Capital, Slate Advance, Spark Funding and
Vivian Capital.
The replacement liens would have the same priority, dignity and
effect as the pre-petition liens held by said creditors, all
pending the final hearing on the Debtor's Motion.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3XGGB9n from PacerMonitor.com.
The Debtor projects $42,000 in gross revenue and $24,575 in total
expenses for the period from November 23 to December 23, 2022.
About Cameco Technologies, LLC
Cameco Technologies, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 22-31938) on
November 23, 2022. In the petition signed by Serge Ngouambe,
president, the Debtor disclosed up to $500,000 in assets and up to
$1 million in liabilities.
Steven B. Nosek, Esq., at Steven B. Nosek, P.A., is the Debtor's
counsel.
CARDINAL HEALTH: Egan-Jones Retains BB+ Unsecured Debt Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on November 16, 2022, retained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Cardinal Health, Inc.
Headquartered in Dublin, Ohio, Cardinal Health, Inc. provides
complementary products and services to healthcare providers and
manufacturers.
CARVANA CO: Cuts Workforce by 1,500
-----------------------------------
Carvana Co. announced a workforce reduction of approximately 1,500
employees across multiple groups, including corporate, technology,
and operations, to better match the company's size with the current
environment.
All impacted team members will have the opportunity to receive six
weeks of pay plus an additional week for every year they have been
with Carvana. Impacted team members will also have the opportunity
to receive extended healthcare coverage, pay equal to early vesting
of certain previously granted equity awards, recruiting and resume
support, and continuing participation in certain other company
programs.
"We believe these decisions, while extremely difficult, will help
Carvana achieve its financial goals," the Company stated in a Form
8-K filed with the Securities and Exchange Commission.
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars.
Carvana Co. reported a net loss of $287 million in 2021, a net loss
of $462 million in 2020, a net loss of $365 million in 2019, a net
loss of $254.74 million in 2018, and a net loss of $164.32 million
in 2017. As of June 30, 2022, the Company had $10.50 billion in
total assets, $9.64 billion in total liabilities, and $864 million
in total stockholders' equity.
* * *
As reported by the TCR on Nov. 14, 2022, S&P Global Ratings revised
its outlook on Carvana Co. to negative from stable and affirmed its
'CCC+' issuer credit rating. S&P said, "The negative outlook
reflects Carvana's weak operating performance and continuing
macroeconomic headwinds which could extend weaker profitability and
sustain or increase negative cashflows."
Moody's Investors Service changed Carvana Co.'s outlook to negative
from stable and at the same time affirmed Carvana's Caa1 corporate
family rating. Moody's said, "The change in outlook to negative
from stable reflects Carvana's persistent lack of profitability and
negative free cash flow generation that has consistently fallen
short of Moody's expectations," as reported by the TCR on Nov. 25,
2022.
CHARLES DEWEESE: Court Asked to Shorten Exclusivity Period
----------------------------------------------------------
Paul Randolph, Acting U.S. Trustee for Region 8, urged a bankruptcy
court to shorten the time Charles Deweese Construction, Inc. can
keep exclusive control of its bankruptcy case.
In a court filing, the Justice Department's bankruptcy watchdog
asked the U.S. Bankruptcy Court for the Western District of
Kentucky to shorten the period during which the company has the
exclusive right to pursue its own plan to Dec. 31.
Mr. Randolph said the company's bid to extend the exclusivity
period until early next year is not reasonable due to the "limited
transparency" in its Chapter 11 case.
"[Charles Deweese] has repeatedly admitted that the schedules as
filed need to be amended and thus the ability to rely thereon is
limited and has failed to file timely operating reports including
the report due for the period of September 2022 and has only
provided other limited other information or disclosures," Mr.
Randolph said.
Charles Deweese on Nov. 1 proposed to extend the exclusive filing
period to Jan. 30, 2023, and the plan solicitation period to May 1,
2023. The company said it needs additional time to work with
concerned parties "to analyze all relevant issues" before a plan
can be filed.
About Charles Deweese Construction
Charles Deweese Construction, Inc. --
https://www.charlesdeweeseconstruction.com/ -- is a construction
and engineering company that provides clients with quality projects
on time and within budget. It is based in Franklin, Ky.
Charles Deweese Construction sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 22-10355) on
July 1, 2022, with between $50 million and $100 million in both
assets and liabilities. Charles Weldon Deweese, president, signed
the petition.
Judge Joan A. Lloyd oversees the case.
Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP, is the
Debtor's legal counsel.
The U.S. Trustee for Region 8 appointed an official committee to
represent the Debtor's unsecured creditors on July 25, 2022. The
committee is represented by Dentons Bingham Greenebaum, LLP.
Counsel for Franklin Bank & Trust Company:
Scott A. Bachert, Esq.
Kerrick Bachert PSC
1025 State Street
Bowling Green, KY 42102
Telephone: (270) 782-8160
Email: sbachert@kerricklaw.com
Counsel for AVT-Kentucky, L.P., AVT Leasing Fund III, LLC and
Avtech:
Laura M. Brymer, Esq.
Fultz Maddox Dickens PLC
101 S. Fifth Street, Suite 2700
Louisville, KY 40202
Telephone: (502) 588-2000
Email: lbrymer@fmdlegal.com
CLEARPOINT NEURO: Leases Office Space in California
---------------------------------------------------
ClearPoint Neuro, Inc. entered into a lease agreement with the
Hedda Marosi Living Trust and the Stella Feder Trust, pursuant to
which the trusts leases to the Company an approximately
19,462-square-foot industrial building located at 6349 Paseo Del
Lago, Carlsbad, CA 92011. The Company will use the Leased Premises
as an office and manufacturing facility.
The lease term commences on June 1, 2023 and ends on May 31, 2033.
The base rent payable under the Lease Agreement is $36,977.80 per
month. The base rent is subject to annual increases of 3.5% during
the Lease Term. In addition to the base rent, the Company is
responsible for certain costs and charges, including insurance,
operating, and tax expenses. The Company also has two options to
extend the Lease Term for 36 months or 60 months, at the fair
market rental value.
About ClearPoint Neuro
ClearPoint Neuro, Inc. formerly MRI Interventions, Inc. --
http://www.clearpointneuro.com-- is a medical device company that
develops and commercializes innovative platforms for performing
minimally invasive surgical procedures in the brain under direct,
intra-procedural magnetic resonance imaging, or MRI, guidance.
Applications of the Company's current product portfolio include
deep-brain stimulation, laser ablation, biopsy, neuro-aspiration,
and delivery of drugs, biologics, and gene therapy to the brain.
Clearpoint Neuro reported a net loss of $14.41 million for the year
ended Dec. 31, 2021, a net loss of $6.78 million for the year ended
Dec. 31, 2020, a net loss of $5.54 million for the year ended Dec.
31, 2019, and a net loss of $6.16 million for the year ended Dec.
31, 2018. As of Sept. 30, 2022, the Company had $57.74 million in
total assets, $17.86 million in total liabilities, and $39.88
million in total stockholders' equity.
CLUB 121: Seeks to Hire Global Accounting Services as Accountant
----------------------------------------------------------------
Club 121 Inc., successor by merger with Kimtifco Ltd., seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
New York to employ Global Accounting Services CPA, PC as
accountant.
The Debtor needs an accountant to assist in fulfilling its
obligation to submit periodic reports to the bankruptcy court and
in preparing the necessary tax returns required by the state and
federal governments.
The firm will charge $375 per hour for partners and $65 to $135 per
hour for administrative and support staff, depending on experience
and expertise.
Paul Iadanza, president and owner of Global Accounting Services
CPA, disclosed in a court filing that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Paul Iadanza
Global Accounting Services CPA, PC
500 Bi-County Boulevard, Suite 217N
Farmingdale, NY 11735
Telephone: (631) 694-5000
Facsimile: (631) 396-1265
About Club 121 Inc.
Club 121 Inc. is the fee simple owner of a commercial building and
real property located at 121 W. Oak Street, Amityville, NY 11701
valued at $4 million.
Club 121 sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 22-73005) on October 27, 2022. In
the petition signed by Bruce A. Payne, president and CEO, the
Debtor disclosed $4,004,100 in assets and $2,571,612 in
liabilities.
Judge Louis A. Scarcella oversees the case.
The Debtor tapped Robert L. Pryor, Esq., at Pryor & Mandelup, LLP,
as legal counsel and Global Accounting Services CPA, PC as
accountants.
CUREPOINT LLC: Trustee Sets Bid Procedures for Sale of All Assets
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David A. Wender, solely in his capacity as the chapter 11 trustee
for Curepoint, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Georgia to authorize the bidding procedures in
connection with the sale of substantially all of the Debtor's
assets.
Since his appointment in mid-October, the Trustee has conducted a
thorough review of the Debtor's operations, assets and liabilities;
the facts and circumstances that led to commencement of the Case;
and the Debtor's previous efforts to reorganize its business. He
has concluded that, given the Debtor's liquidity position and other
challenges facing it in the near term, an expedited sale process is
necessary to preserve and maximize the value of its estate.
Through this Motion, the Trustee is seeking to expand and improve
upon the Debtor's prior sale efforts over the last few months to
establish an expedited sale process that will preserve the value of
the Sale Assets during a precarious liquidity period, while still
providing potential purchasers with adequate information and time
to evaluate the Sale Assets.
To facilitate this sale process, the Trustee has already engaged
with SOLIC Capital Advisors, LLC, which the Trustee will seek to
formally retain by separate motion, to market the Sale Assets to
prospective purchasers. The Bidding Procedures and the Sale
Procedures Order contemplates an open and competitive sales process
and Auction and provides the Trustee with the option to designate a
Stalking Horse Bidder before the Bid Deadline.
The salient terms of the Bidding Procedures are:
a. Deadline to Object to Stalking Horse Bidder Designation &
Bid Deadline: Dec. 9, 2022, at 4:00 p.m. (EST)
b. Initial Bid: The Stalking Horse Bid, if applicable, will be
the first bid at the Auction. If the Trustee
did not identify a Stalking Horse Bidder, immediately prior to the
commencement of the Auction, he will announce the highest and/or
best offer of a Qualified Bidder selected, in consultation with
SOLIC. An "Overbid" is any Bid made at the Auction after the
Stalking Horse Bid or Initial High Bid (as applicable).
c. Deposit: (x) $250,000 or (y) 10% of the purchase price
d. Auction: In the event the Trustee receives more than one
Qualified Bid, he will conduct an auction to be held at the office
of the Trustee (Eversheds Sutherland (US) LLP, 999 Peachtree
Street, NE, Suite 2300, Atlanta, GA 30309-3996) and will commence
on Dec. 13, 2022 at 9:30 a.m. (EST).
e. Bid Increments: To be announced at the auction
f. Sale Hearing: Dec. 15, 2022, at 11:00 a.m. (EST)
g. Sale Objection Deadline: Dec. 10, 2022, at 4:00 p.m. (EST)
h. Closing: Dec. 30, 2022
In addition, the Trustee seeks the authority, in his discretion, to
enter into a Stalking Horse APA with a Stalking Horse Bidder. As
is customary, to enable him to enter into a Stalking Horse APA, the
Trustee foresees that it may be necessary to afford one Stalking
Horse Bidder certain bid protections such as a break-up fee and
expense reimbursement.
The Breakup Fee will not exceed 2% of the total purchase price
provided for under the Stalking Horse APA. The Expense
Reimbursement will not exceed $75,000. The Bid Protections will
only be paid to a Stalking Horse Bidder in the event that it is not
designated as the Winning Bidder at conclusion of the Auction.
By 4:00 p.m. (EST) on Dec. 10, 2022, the Stalking Horse Bidder must
provide to the Trustee a detailed accounting of the qualifying
out-of-pocket expenses that the Stalking Horse Bidder contends
should be included in the Expense Reimbursement and failure to do
so will result in forfeiture of the Stalking Horse Bidder's right
to the Expense Reimbursement.
The Trustee also requests authority, in an exercise of his
discretion, to modify the dates and deadlines set forth in the
Bidding Procedures if doing so, in his discretion, would serve to
maximize the value of the Sale Assets by filing and service of an
amended Notice of Auction and Sale Hearing on the Service Parties.
The Trustee is also requesting the authority to assume and assign
those Contracts designated by the Winning Bidder in accordance with
the final APA under the Sale Order. The Winning Bidder will have
until the Sale Closing to designate any Contracts to be assumed by
the Trustee and assigned to the Winning Bidder or otherwise be
rejected by the Trustee.
The proposed Contract Procedures provide that on Dec. 1, 2022, the
Trustee will provide a notice to all of the non-debtor
counterparties to the Contracts that he may seek to assume and
assign to the Winning Bidder. He will send a Rejection Notice
within two days of the Sale Closing to any counterparty to a
Contract designated as a Rejected Contract as of the Sale Closing.
To preserve the value of the Debtor's estate and to limit the costs
of administrating the Sale Assets, it is crucial the Sale close as
soon as possible. Accordingly, the Trustee requests that the Court
waives the stay periods imposed under Bankruptcy Rules 6004(h) and
6006(d) in entering the Sale Procedures Order and Sale Order.
A copy of the Bidding Procedures is available at
https://tinyurl.com/2fvujtun from PacerMonitor.com free of charge.
About Curepoint LLC
Curepoint, LLC -- https://www.curepointcancer.com/ -- provides
radiation treatment for cancer patients at its facility in Dublin,
Ga.
Curepoint filed a petition for relief under Subchapter V of
Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-56501) on
Aug. 19, 2022, with between $1 million and $10 million in both
assets and liabilities. Todd E. Hennings has been appointed as
Subchapter V trustee.
Judge Jeffery W. Cavender oversees the case.
Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the
Debtor's counsel.
EASTGATE WHITEHOUSE: To Fund Plan Payments From Sale of NY Property
-------------------------------------------------------------------
Eastgate Whitehouse, LLC filed with the U.S. Bankruptcy Court for
the Southern District of New York a disclosure statement for its
proposed Chapter 11 plan dated Nov. 16, 2022.
Eastgate Whitehouse is the owner of the improvements located at 939
First Ave., N.Y., which it intends to sell to fund payments under
the plan. The property is a mixed-use commercial and multi-family
residential building, which the company leases to tenants.
Under the plan, each holder of a Class 6 general unsecured claim
will receive its pro rata payment of the remaining cash from the
sale proceeds (i) 30 days after the effective date of the plan; or
(ii) three business days after such claim becomes an allowed claim.
Class 6 is impaired.
Holders of Class 6 general unsecured claims, together, assert
$487,085.127. This amount includes Rosenberg & Estis' claim in the
amount of $302,232.69 and SEIU 32BJ's claim in the amount of
$100,000. In addition to these filed unsecured claims, Class 6
will include any allowed deficiency claims of all holders of
"allowed other secured claims" in Class 4.
Payments under the plan will be funded through the sale proceeds or
cash of Eastgate Whitehouse. The sale will be implemented pursuant
to a bid process, according to the disclosure statement.
A copy of the disclosure statement dated Nov. 16, 2022, is
available at https://bit.ly/3V4pL24 from PacerMonitor.com.
About Eastgate Whitehouse
Eastgate Whitehouse, LLC, a company in Rye, N.Y., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case
No. 22-22635) on Aug. 19, 2022. In the petition filed by its
managing member, William W. Koeppel, the Debtor reported assets
between $10 million and $50 million and liabilities between $10
million and $50 million.
Joel Shafferman, Esq., at Shafferman & Feldman, LLP and the Law
Office of Christopher J. Alvarado, P.C. serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
EBIX INC: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company on November 17, 2022, retained the 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Ebix, Inc.
Headquartered in Atlanta, Georgia, Ebix, Inc. supplies software and
electronic commerce solutions to the insurance industry.
EQUINIX INC: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on November 16, 2022, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Equinix, Inc.
Headquartered in Redwood City, California, Equinix, Inc. operates
as a real estate investment trust.
EQUINOX HOLDINGS: Moody's Affirms 'Caa3' CFR, Outlook Negative
--------------------------------------------------------------
Moody's Investors Service affirmed Equinox Holdings, Inc.'s
ratings, including the Caa3 Corporate Family Rating, the Caa2
rating for its first lien credit facilities (revolver and term
loan) and Ca rating for its second lien term loan. Concurrently,
Moody's downgraded the Probability of Default Rating from Caa3-PD
to Ca-PD. The outlook remains negative.
The affirmation of the Caa3 CFR and the downgrade of the PDR to
Ca-PD reflect Moody's view that the probability of a near term
balance sheet restructuring and distressed exchange is very high
due to a slower than expected recovery in earnings, high debt load,
weak liquidity as well as looming maturities. Equinox faces
significant refinancing risk with the $76 million fully drawn
revolver expiring in March 2023, the $1,193 million first lien term
loan maturing in March 2024, and a $200 million second lien term
loan due in September 2024. Given the extremely challenging debt
market environment, the company's refinancing risk is very high.
The company's revenue as of 3Q FY22 is trending in the low 70% vs
pre-pandemic. However, EBTIDA was barely breakeven in 3Q. The
interest burden is also high and increasing (expect to be about
$115 million in FY23 inclusive of income from interest swap) and a
likely increase in cash interest on newly issued debt would further
weaken free cash flow. Moody's lease adjusted debt-to-EBITDA
leverage was in the high teens for the LTM period ended September
30, 2022. Given the slow recovery in earnings, challenging
macroeconomic environment with looming recession risk in 2023,
Moody's expects leverage will remain high in the low teens by the
end of FY23 and views the company's capital structure with $1.47
billion funded debt as unsustainable in its current form.
The downgrade of the PDR additionally reflects Moody's view that
while the maturities elevate default risk, the family recovery rate
expectation is above average. The company's valuable brand and
premier locations and facilities attracts an affluent membership
base that supports revenue. The Caa2 first lien debt ratings
reflect a one notch override to the Caa1 outcome implied by the
loss given default model. The override reflects Moody's view that
the likelihood that lease rejection claims would be low in a
restructuring given the valuable locations and would provide more
limited loss absorption cushion to the secured debt than implied by
the LGD model.
Equinox's liquidity will remain weak over the next year and Moody's
expects a continued free cash flow deficit in FY23. Year to date as
of September 30, 2022, Equinox generated negative cash flow from
operations of about $109 million, and negative free cash flow of
about out $142 million after capital spending. The company was able
to bridge the cash shortfall with a $110 million equity
contribution from owners year to date. Cash was about $48 million
at the end of 3Q. The company does not have the cash on hand to pay
the $76 million revolver if this does not get extended beyond March
2023. The $1.19 billion first lien term loan maturing in March 2024
adds to refinancing risk. Equinox also has $161 million
unpaid/deferred rent as of September 30, 2022, which will be
another use of liquidity over the next couple of years.
Moody's took the following ratings actions:
Issuer: Equinox Holdings, Inc.
Corporate Family Rating, affirmed Caa3
Probability of Default Rating, downgraded to Ca-PD from Caa3-PD
Senior Secured First Lien Credit Facilities (revolver and term
loan), affirmed Caa2 (LGD3)
Senior Secured Second Lien Term Loan, affirmed Ca (LGD5)
Outlook Actions:
Issuer: Equinox Holdings, Inc.
Outlook, remains Negative
RATINGS RATIONALE
Equinox's Caa3 CFR reflects the high likelihood of a near term
balance sheet restructuring or distressed exchange due to a slow
recovery in earnings, high debt load, weak liquidity as well as
looming maturities. Leverage is very high with Moody's lease
adjusted debt-to-EBITDA in the high teens multiple for the LTM
period ended September 30, 2022. Moody's expects leverage will
decline although it will remain high in a low to mid teens multiple
through FY 2023. The rating is also constrained by the highly
fragmented and competitive fitness club industry leading to high
business risk given its low barriers to entry, exposure to cyclical
shifts in discretionary consumer spending, and high attrition
rates. In addition, the rating reflects the company's geographic
concentration in New York City and coastal California. However, the
rating is supported by Equinox's well-recognized brand names and
market position among upscale fitness clubs.
Equinox's ESG credit impact score is very highly negative (CIS-5).
Equinox has moderately negative environmental risk exposure and
social risk exposure, with the overall CIS-5 largely reflecting
very highly negative governance risk exposure due to high leverage
and concentrated control under private ownership.
Equinox's environmental Issuer Profile Score (IPS) risk is
moderately negative (E-3) due to the moderately negative physical
climate risk. The company has exposure to changing weather that
could result from climate shifts and the company's geographic
concentration in New York and California.
Equinox's social issuer profile score (IPS) risk is moderately
negative (S-3). Social risk exists primarily due to customer
relations relating to service quality, brand image and data
privacy. High customer churn requires continual investment in
equipment, amenities and service offerings, as well as advertising
to attract and retain consumers. These issues are magnified since
high service quality is critical to the premium market position and
pricing. Fitness clubs also have sensitive customer data including
information related to health, workout schedules, and credit cards.
Protecting data security is thus important to attracting and
retaining customers. Demographic and societal trends toward health
and wellness are positive social factors supporting demand growth,
but growing use of technology-oriented workout services is creating
increasing competition for traditional facilities based fitness
providers.
Equinox's governance issuer profile score (IPS) risk is very highly
negative (G-5) due to aggressive financial policies under ownership
by individuals and entities affiliated with Related Companies,
L.P., management and private equity firm L. Catterton.
Historically, there were meaningful related party transactions due
to the ownership structure including an Equinox guarantee of Soul
Cycle (under common ownership), an amendment of which during the
pandemic contributed to a distressed exchange default. Compliance
and reporting is moderately negative since financial reporting is
more limited than public companies. Board structure, policies and
procedures is highly negative as the composition of the board of
directors consists mostly of representatives from the controlling
shareholders and management. Concentrated decision making creates
potential for event risk and decisions that favor shareholders over
creditors.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects the high likelihood for a near term
balance sheet restructuring or distressed exchange given Equinox's
very high debt level, slow recovery in earnings. weak liquidity,
and looming maturities.
Ratings could be upgraded if earnings and liquidity improve
significantly and the company successfully address its maturities.
The ratings could be downgraded if operating performance weakens,
the potential for a distressed exchange or other default increases
for any reason, or estimated recovery values weaken.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Equinox Holdings, Inc., headquartered in New York, NY, operates 106
fitness facilities across the US, Canada and the UK. Equinox is
majority-owned by individuals and entities affiliated with Related
Companies, L.P. ("Related"), a privately held New York real estate
firm, with L Catterton and members of management holding a minority
interest. Equinox's revenues were approximately $780 million for
the trailing twelve months ended September 30, 2022.
EVERCOMMERCE SOLUTIONS: Moody's Alters Outlook on B1 CFR to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed EverCommerce Solutions Inc.'s
corporate family rating at B1 and probability of default rating at
B1-PD. Concurrently, Moody's affirmed the B1 rating on the
company's senior secured first lien credit facility, comprised of a
term loan ($544.5 million outstanding as of September 30, 2022) and
a $190 million revolver, while also maintaining the speculative
grade liquidity rating ("SGL") at SGL-1. The ratings outlook was
revised to stable from negative.
The revision of the outlook to stable from negative reflects
EverCommerce's strong business performance in the first nine months
of 2022, characterized by pro forma revenue growth (accounting for
acquisitions) of 16.1%, driving Moody's expectation for debt/EBITDA
to contract to below 5x in 2023.
Affirmations:
Issuer: EverCommerce Solutions Inc.
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)
Outlook Actions:
Issuer: EverCommerce Solutions Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
EverCommerce's B1 CFR is constrained by the company's high trailing
debt/EBITDA of approximately 6x (Moody's adjusted) and the
potential for material customer losses due to intensifying
competitive pressures or macroeconomic cyclicality. Although
publicly-traded since 2021, EverCommerce's parent company remains
majority owned by private equity sponsors, which presents risks
with respect to the potential for aggressive financial strategies,
including debt funded acquisitions, which may slow the pace of
deleveraging efforts. While the company has not completed any
acquisitions so far in 2022, EverCommerce has historically been an
active acquirer, with an average annual spend of $360 million on
such transactions from 2019 through 2021. EverCommerce also
repurchased approximately $20 million of its stock thus far in 2022
under its recently augmented $100 million share purchase program.
The company's continued utilization of equity-based compensation
(nearly 5% of revenues) may increase the possibility of aggressive
stock repurchase programs to offset dilution going forward.
However, Moody's expects that the company will focus on reducing
debt leverage and not increase its outstanding debt from current
levels to fund additional share repurchases or acquisitions through
2023. The company's credit profile is supported by a solid presence
within its target markets and healthy long term secular growth
prospects fueled by accelerating adoption of digital technologies
by SMBs to enhance customer marketing, billing, payment processing,
and overall operational effectiveness. The company's primarily
subscription-driven business model and highly diversified client
base contribute to EverCommerce's good revenue predictability.
Despite increased near term macroeconomic uncertainty and the
potential for further increases in operating costs (sales and
marketing, product development), Moody's expects EverCommerce to
realize strong organic revenue, EBITDA and free cash flow growth
over the next 12-18 months.
EverCommerce's very good liquidity profile, as indicated by the
SGL-1 rating, is supported by its unrestricted cash balance of
approximately $92 million as of September 30, 2022. Moody's expects
the company to generate annual free cash flow approaching 10% of
total debt over the coming 12-15 months, which should comfortably
cover the company's required annual debt amortization of
approximately $5.5 million. The company's liquidity profile is also
supported by full availability under EverCommerce's $190 million
revolving credit facility expiring July 2026. While the term loan
is not subject to financial covenants, the revolving credit
facility has a springing covenant based on a maximum net first lien
leverage ratio of 7.5x (with no step-downs) which the company
should be comfortably in compliance with if it is tested over the
next 12-15 months.
The B1 ratings assigned to EverCommerce's senior secured first lien
bank debt reflect the company's B1-PD PDR and a loss given default
("LGD") assessment of LGD3. The B1 bank debt ratings are consistent
with EverCommerce's CFR as these debt instruments account for the
preponderance of the company's debt capitalization.
The stable outlook reflects Moody's expectation that EverCommerce
will generate organic annual revenue growth of approximately 10% as
well as strong EBITDA gains over the next 12 to 18 months.
Concurrently, Moody's expects debt/EBITDA will contract to below 5x
during this period.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if EverCommerce generates meaningful
revenue growth and expands profitability margins while adhering to
a conservative financial policy with declining private equity
ownership, maintaining a very good liquidity profile and sustaining
debt/EBITDA (Moody's adjusted) below 3.5x.
The ratings could be downgraded if EverCommerce were to experience
weakening operating performance or the company adopts more
aggressive financial policies such that debt/EBITDA (Moody's
adjusted) is sustained above 5x and annual free cash flow to debt
is sustained below 10%.
The principal methodology used in these ratings was Software
published in June 2022.
EverCommerce, through its parent company EverCommerce, Inc
("EVCM"), is headquartered in Denver, Colorado and majority-owned
by Providence Strategic Growth ("PSG") and Silver Lake Alpine
("SLA"). The company provides SaaS-based integrated solutions for
business management, billing, payment processing, customer
engagement and marketing principally for SMBs globally. Moody's
anticipates that the company will generate sales of approximately
$680 million in 2023.
FELIX QUIROZ, JR: Selling Midland County Subdivision Lot for $60K
-----------------------------------------------------------------
Felix Quiroz, Jr., and Maria E. Quiroz filed with the U.S.
Bankruptcy Court for the Western District of Texas their second
amended request for authority to sell their Subdivision Lot
described as Lot 1, Block 13, El Montecito Estates, according to
the map or plat recorded in Cabinet M, Page 122 of the Plat Records
of Midland County, Texas, to Ronald Peraza and Teresa Leyva for
$60,000, cash.
The original of this Motion was filed on Sept. 6, 2022, to sell the
Property for $80,190. The Lot did not appraise for enough to
qualify for the buyers' loan application. Accordingly the Motion
was amended, down to a selling price of $75,000. The lot still has
not appraised at a value high enough to qualify for the buyers'
loan application. Hence the buyers have amended their offer down
to $69,201.
The Debtors request that the sale be authorized for a minimum
amount of $60,000. The sale will probably close for more, but
$60,000 is the "fail-safe" price.
At a sale price "floor" at least $60,000, the following
distribution of the sale proceeds would take place:
a. To the Internal Revenue Service, $40,000;
b. To the lien of Stewart Title Co., $4,000;
c. To the Debtors' attorney E.P. Bud Kirk, $5,000;
d. To the Subchapter V Trustee Brad W. Odell, $2,500.
e. To the ad valorem taxes on the Property, owed to Midland
Central Appraisal District, Midland County, Midland County
Utilities District, and Greenwood Independent School District, as
their interests appear. The liens for the post-closing balance of
the current year taxes would remain on the Property;
f. To West Texas Abstract & Title Co. for the title policy and
routine closing costs;
g. To the broker Ernesto Calderon, a commission of 5%;
h. To the Debtors for up to $3,250 in approved domestic
expenses identified in the "cash collateral" order in the case;
and
i. Any residual to be paid on the IRS' secured claim.
The minimum price authorized would be $60,000. If the sale does
not close within 30 days of the approving order, the Debtors ask
for approval of any backup contract for at least $60,000 in cash.
They ask that the sale be approved free and clear of liens and
interests.
Felix Quiroz, Jr. and Maria E. Quiroz sought Chapter 11 protection
(Bankr. W.D. Tex. Case No. 22-70058) on May 6, 2022. The Debtors
tapped E.P. Bud Kirk, Esq., as counsel.
FOSSIL GROUP: Egan-Jones Retains B- Sr. Unsecured Debt Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on November 17, 2022, retained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Fossil Group, Inc. EJR also retained its 'B' rating
on commercial paper issued by the Company.
Headquartered in Richardson, Texas, Fossil Group, Inc. designs,
develops, markets, and distributes consumer fashion accessories.
FTAI AVIATION: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
----------------------------------------------------------------
Moody's Investors Service affirmed FTAI Aviation Ltd.'s Ba2
Corporate Family Rating and long-term senior unsecured ratings. The
outlook remains stable.
Affirmations:
Issuer: FTAI Aviation Ltd.
Corporate Family Rating, Affirmed Ba2
Senior Unsecured Regular Bond/Debenture, Affirmed Ba2
Outlook Actions:
Issuer: FTAI Aviation Ltd.
Outlook, Remains Stable
RATINGS RATIONALE
Moody's affirmed FTAI's ratings because the company's financial
performance continues to benefit from the air travel recovery,
supported by good demand for the current generation of narrow-body
aircraft, such as the Boeing 737 and Airbus A320 family of
aircraft, as well as the engines that power these models, with the
latter being a focus of FTAI's investment strategy in the sector.
In the third quarter of 2022, the earnings from FTAI's leasing
segment declined moderately as the company had to forego rent
revenues on the sale of five aircraft and 30 engines; however,
FTAI's earnings profile is benefitting from a continued focus on
the aerospace aftermarket products and is generally improving. The
aerospace products segment benefits from FTAI's partnerships with
Lockheed Martin Corporation (Lockheed Martin, A3 stable) and AAR
Corp. (NYSE: AIR), a global aerospace and defense aftermarket
solutions company.
Additionally, FTAI's Moody's-adjusted debt-to-EBITDA leverage
significantly improved to 6.3x as of September 30 from 11.2x (based
on trailing-12 months' EBITDA through June 30, 2022), primarily due
to the repayment of the company's bridge loans, revolving credit
facility and the retirement of $200 million in senior unsecured
notes with the proceeds received from the spin-off of
infrastructure assets on August 1, 2022.
Moody's affirmed the ratings with the expectation that leverage, as
measured by debt to tangible common equity, will also improve in
the next 12-18 months. While Moody's believes that the company is
continuing to benefit from the air travel recovery, FTAI's leverage
was high at approximately 13.6x (adjusted for the impairment of
aircraft stranded in Russia and Ukraine) as of September 30, 2022.
The stable outlook reflects Moody's expectation that FTAI will
continue its growth trajectory while maintaining its EBITDA margin
broadly in line with pre-COVID-19 levels and that its leverage will
improve in the next 12-18 months. The stable outlook also
incorporates the risk associated with FTAI's opportunistic asset
acquisitions and periodic debt-financed dividends that can at times
pressure its capital strength.
The Ba2 rating for FTAI's senior unsecured notes is in line with
FTAI's Ba2 CFR, reflecting that the notes constitute the
preponderance of the company's debt. The company also has a $300
million revolving credit facility expiring in December 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade FTAI's ratings if the company achieves and
maintains profitability measured as the ratio of net income to
average assets above 1% and strengthens its capitalization, while
maintaining debt-to-EBITDA leverage of less than 4.5x, and
demonstrates effective balancing of shareholder and debt holder
interests in its financial policy decisions.
Moody's could downgrade FTAI's ratings if the company's operating
results deteriorate, its capital or liquidity profiles weaken as a
result of debt-financed acquisitions or shareholder dividends, or
if the company loses a material customer or suffers a business
disruption that weakens its financial prospects. A lack of
improvement in FTAI's leverage, as measured by debt to tangible
common equity, could also result in a rating downgrade.
FTAI is an aircraft leasing company with total aviation assets of
$2.0 billion as of September 30, 2022. FTAI is a publicly-traded
entity and is externally managed by FIG LLC, also a Fortress
affiliate.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
FULL CIRCLE: Selling Two Nissan 2021 NV200 Vans for $25K Each
-------------------------------------------------------------
Full Circle Technologies, LLC, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to sell its two
Nissan 2021 NV200 vans, VINs 3N6CMOKN7MK698404 and
3N6CMOKN1MK697961, for $25,000 each, subject to better and higher
bids.
The Debtor owns the Vans and no longer needs them. It purchased
the Vans specifically for work being performed in Austin, Texas and
has ceased all operations in Austin, Texas. Additionally, the sale
will reduce insurance costs paid by the Debtor.
The Debtor desires to sell the Vans to have funds to help in the
reorganization.
There are currently no liens against the Vans. The Debtor has been
advised by a local car dealer that they will pay $25,000 per Van.
Based upon its review on line of the value of the Vans, the Debtor
believes the offered price of $25,000 per Van is a fair price. The
Motion is subject to better and higher bids.
The Debtor believes the sale of the Vans is in the best interest of
its creditors. It seeks an Order approving the Sale with the net
proceeds and be held pending further Order of the Court.
About Full Circle Technologies
Full Circle Technologies, LLC, a Dallas-based company, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. N.D. Texas Case No. 22-31660) on Sept. 9, 2022, with
$1,040,000 in assets and $3,265,341 in liabilities. Areya Holder
Aurzada serves as Subchapter V trustee.
Judge Scott W. Everett oversees the case.
Eric A. Liepins, Esq., at Eric A. Liepins, P.C. represents the
Debtor as counsel.
GARDEN VIEW: Disclosure Statement Hearing Set for Jan. 12
---------------------------------------------------------
Judge Robert Mark of the U.S. Bankruptcy Court for the Southern
District of Florida is set to hold a hearing to consider approval
of the disclosure statement of Garden View Condominium Apartments
Association, Inc. on Jan. 12, 2023, at 11:30 a.m. The hearing will
be conducted via video conference using the services of
zoomgov.com.
The last day for filing and serving objections to the disclosure
statement is on Jan. 5, 2023.
About Garden View Condominium
Apartments Association
Miami-based Garden View Condominium Apartments Association, Inc.
filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-21650) on Dec. 13,
2021, listing up to $500,000 in assets and up to $10 million in
liabilities. Joseph Varela, president, signed the petition.
Judge Robert A. Mark oversees the case.
John Paul Arcia, Esq., at John Paul Arcia, P.A. and Boyd, Richards,
Parker & Colonnelli, P.L. serve as the Debtor's bankruptcy counsel
and litigation counsel, respectively.
The Debtor filed its disclosure statement and Chapter 11 plan on
Nov. 10, 2022.
GAUCHO GROUP: Posts $4.7 Million Net Loss in Third Quarter
----------------------------------------------------------
Gaucho Group Holdings, Inc. reported a net loss of $4.73 million on
$440,939 of sales for the three months ended Sept. 30, 2022,
compared to a net income of $931,207 on $2.60 million of sales for
the three months ended Sept. 30, 2021.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $12.29 million on $1.27 million of sales compared to a
net loss of $1.53 million on $3.22 million of sales for the nine
months ended Sept. 30, 2021.
As of Sept. 30, 2022, the Company had $25.39 million in total
assets, $6.86 million in total liabilities, and $18.53 million in
total stockholders' equity.
Gaucho Group stated, "we have generated significant losses which
have resulted in a total accumulated deficit of approximately
$107.9 million at September 30, 2022, raising substantial doubt
that we will be able to continue operations as a going concern.
"Our ability to execute our business plan is dependent upon our
generating cash flow and obtaining additional debt or equity
capital sufficient to fund operations. If we can obtain additional
debt or equity capital (of which there can be no assurance), we
hope to acquire additional management as well as increase the
marketing of our products and continue the development of our real
estate holdings.
"On November 8, 2022, we entered into a new equity line of credit
agreement (the "Purchase Agreement") with an Underwriter, pursuant
to which we will have the ability (but not the obligation) to sell,
from time to time, up to an aggregate of up to $44,308,369 of newly
issued shares to the Underwriter, at a price equal to 95% of the
lowest daily volume weighted average price per share during the
three consecutive days immediately following the date we direct the
Underwriter to purchase such shares. The commencement of the
equity line of credit is contingent upon the satisfaction of
certain conditions in the Purchase Agreement. As of the date of
this filing, these conditions have not been satisfied, and we are
not yet able to sell securities pursuant to the Purchase
Agreement.
"Our business strategy may not be successful in addressing our
liquidity issues and there can be no assurance that we will be able
to obtain any additional capital. If we cannot execute our
business plan on a timely basis (including acquiring additional
capital), our stockholders may lose their entire investment in us,
because we may have to delay vendor payments and/or initiate cost
reductions and possibly sell certain company assets, which would
have a material adverse effect on our business, financial condition
and results of operations, and we could ultimately be forced to
discontinue our operations, liquidate and/or seek reorganization
under the U.S. bankruptcy code. The conditions outlined above
indicate that there is substantial doubt about our ability to
continue as a going concern within one year after the financial
statement issuance date."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1559998/000149315222032872/form10-q.htm
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its
wholly-owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort. In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Gaucho Group reported a net loss of $2.39 million for the year
ended Dec. 31, 2021, a net loss of $5.78 million for the year ended
Dec. 31, 2020, and a net loss of $6.96 million for the year ended
Dec. 31, 2019. As of June 30, 2022, the Company had $25.01 million
in total assets, $10.25 million in total liabilities and $14.75
million in total stockholders' equity.
GEX MANAGEMENT: To File More Disclosures of 2021 Note Transaction
-----------------------------------------------------------------
The Board of Directors of GEX Management, Inc. resolved to file
additional disclosures related to a convertible note transaction
executed in Q4 2021, in order to satisfy certain covenant
requirements related to the note.
On Nov. 10, 2021, GEX Management, Inc., in the ordinary course of
its business and pursuant to its ongoing plan of operations to fund
its business by the use of convertible note transactions, entered
into a Securities Purchase Agreement with Jefferson Street Capital,
LLC, an institutional investor and the Lead Investor dated Nov. 10,
2021.
Pursuant to the terms of the SPA, the Company issued and sold to
JSC an 8% Senior Convertible Note dated Nov. 10, 2021 in the
principal amount of $137,500, due and payable on Nov. 10, 2022.
About GEX Management
GEX Management, Inc. -- http://www.gexmanagement.com-- is a
management consulting company providing Strategy and Enterprise
Technology Consulting solutions to public and private companies
across a variety of industry sectors. GEX Management is
strategically purposed to provide tailored business service
products and services to its clients.
GEX Management reported a net loss of $6.05 million for the year
ended Dec. 31, 2021, compared to a net loss of $224,947 for the
year ended Dec. 31, 2020. As of June 30, 2022, the Company had
$277,779 in total assets, $5.50 million in total liabilities, and a
total shareholders' deficit of $5.22 million.
Houston, Texas-based Hudgens CPA, PLLC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
July 20, 2022, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
GLOBAL MEDICAL: S&P Downgraded ICR to 'B-', Outlook Stable
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on air and
ground medical transport service provider Global Medical Response
Inc. (GMR) to 'B-' from 'B'. The outlook is stable.
At the same time, S&P lowered its issue-level ratings on the
company's first-lien secured debt to 'B-' from 'B'. The '3'
recovery rating is unchanged.
The stable outlook primarily reflects S&P's expectation that
adjusted debt to EBITDA will meaningfully improve over the next
couple of years and for the company to resume generating positive
FOCF later next year.
S&P said, "Profitability within GMR's ground operations has been
trending much weaker than we had expected owing primarily to
inflationary pressures. Ground transport volumes and revenue have
been generally stable over the past few quarters and roughly in
line with what we had expected. However, significant inflationary
pressures within the segment, including from wages and fuel costs,
have considerably weakened its profitability. We expect the
segment's EBITDA in 2022 to be down more than 80% from 2021. Since
most of the company's EBITDA is generated from its emergent air
transport business, the weak performance within its ground
operations has less of an impact on consolidated results. Overall,
we assume S&P Global Ratings-adjusted EBITDA to be down 40%-45% in
2022 from 2021 (or about 35% if we exclude government grants
received in 2021). As a result, we now forecast adjusted debt to
EBITDA of close to 11x in 2022 and about 8x in 2023 with adjusted
FOCF to debt that should remain below 4% until at least 2024. These
credit measures are meaningfully weaker than we had previously
projected, contributing to the downgrade.
"We assume that the weakness within its ground operations business
is temporary and credit measures should significantly improve over
the next couple of years, with adjusted debt to EBITDA approaching
7x in 2024 and adjusted FOCF to debt of about 3% in 2024. The
company has undertaken several initiatives to address the weak
performance within its ground operations business. These include
exiting unprofitable markets to reduce overhead and address
staffing shortages, billing process enhancements, and other
cost-reduction initiatives. We assume most of the unprofitable
markets the company will be exiting are on the non-emergent side,
which we consider more competitive and less differentiated than GMR
emergent markets. We estimate these initiatives will contribute to
realized annual adjusted EBITDA improvement of at least $100
million by the end of 2023.
"Higher short-term interest rates further constrain prospective
FOCF. As of Sept. 30, 2022, GMR had about $5.4 billion of reported
debt outstanding, excluding leases, of which about 80% is variable
rate. We assume the average benchmark interest rate on this debt
will increase by close to 300 basis points in 2023, driving up cash
interest costs on its debt by $110 million to $120 million and
reducing FOCF generation by the same amount. We assume short-term
interest rates will modestly decline beyond 2023 but remain well
above where they were last year.
"We anticipate some headwinds on GMR's emergent air operations from
implementation of the No Surprises Act (NSA). The NSA went into
effect at the beginning of 2022 and prohibits health care companies
that provide an out-of-network service from billing the patient for
an insurer's underpayment. If a dispute occurs, the case is
assigned to a third-party arbitrator to decide what the appropriate
payment is. The arbiter considers the Qualifying Payment Amount
(QPA), prior contract rates, provider training, complexity of care,
and market share to make its determination. We estimate that
reimbursement rates following the internal dispute resolution (IDR)
process are likely to be lower, on average, than what GMR was
receiving from commercial payors before NSA went into effect. We
expect this will contribute to a modest decline in net revenue per
transport in 2023 and 2024. We also expect there to be a delay
collecting those receivables by a few months, resulting in working
capital usage over at least the next 12 months as more cases go
through the IDR process. That said, GMR's exposure to these
disputes is limited based on our estimate that only about 30% of
GMR emergent air transports are from commercial insurance and that
about 30% of these are out of network. On a fully consolidated
basis, we assume this accounts for less than 5% of GMR's annual
revenue and a larger share of EBITDA due to the relatively higher
margins generated from those services.
"Despite headwinds from the No Surprises Act, we think the emergent
air operations will generate flat to slightly positive EBITDA
growth over the next couple of years. This stems from our
assumption that the modest decline in net revenue per transport
will be offset by steady requests for emergent air transports and
an improvement in its capture rate as pilot shortages and other
COVID-19-related disruptions ease. The capture rate is the
percentage of requests the company fills and has generally been
below historical levels since the pandemic began. This is due in
part to staffing shortages that led to an uptick in crew-related
cancelations.
"The stable outlook reflects our expectation that adjusted debt to
EBITDA will meaningfully improve over the next couple of years and
for the company to resume generating positive FOCF later next
year.
"We could lower our ratings on the company within the next 12
months if we consider the company's capital structure unsustainable
over the long term. This could occur if we expect the company to
sustain operating cash flow generation that is insufficient to
cover its mandatory capital expenditures, debt amortization, and
principal portion of lease payments. This could occur if the
company fails to execute on its cost saving initiatives, likely
resulting in weaker-than-expected EBITDA margins.
"We could raise our ratings on the company within the next 12
months if we expect adjusted FOCF to debt to be above 4% and
adjusted debt to EBITDA below 7x for a sustained period. This could
occur if the company restores its consolidated adjusted EBITDA
margin percentage to around what it was in 2021 while maintaining
flat to growing revenue."
ESG credit indicators: E-2, S-3, G-3
S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of Global Medical Response. We
believe the No Surprises Act that went into effect in 2022 is
likely to pressure reimbursement rates on emergency air medical
services from out-of-network providers, which we estimate comprise
less than 5% of GMR's annual revenue, and delay the receipt of
payment for those services if the reimbursement rates are disputed.
Furthermore, GMR generates 40%-45% of its transport revenue from
the relatively less-profitable services paid by Medicare and
Medicaid. That said, we believe that regulators appreciate the
social benefits these companies provide by saving lives. Governance
factors are a moderately negative consideration in our credit
rating analysis. Our assessment of the company's financial risk
profile as highly leveraged reflects corporate decision-making that
prioritizes the interests of the controlling owners, in line with
our view of the majority of rated entities owned by private-equity
sponsors. Our assessment also reflects the generally finite holding
periods and a focus on maximizing shareholder returns."
GOLDEN SEAHORSE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Golden Seahorse LLC
DBA Holiday Inn Manhattan Financial District
99-103 Washington Street
New York, NY 10006
Case No.: 22-11582
Business Description: The Debtor operates the Holiday Inn
Manhattan Financial District, a full-service
hotel located at 99 Washington Street in New
York, NY. In addition to the Hotel,
the Debtor also owns an adjacent neighboring
property at 103 Washington Street in New
York,
NY, whereby the Debtor leases space to
the Amazon Restaurant and Bar dba St. George
Tavern among other retailers and residents.
Chapter 11 Petition Date: November 29, 2022
Court: United States Bankruptcy Court
Southern District of New York
Judge: Hon. Philip Bentley
Debtor's Counsel: Scott S. Markowitz, Esq.
Rocco A. Cavaliere, Esq.
TARTER KRINSKY & DROGIN LLP
1350 Broadway
11th Floor
New York, NY 10018
Tel: (212) 216-8000
Email: smarkowitz@tarterkrinsky.com
rcavaliere@tarterkrinsky.com
Total Assets as of Nov. 15, 2022: $177,602,462
Total Liabilities as of Nov. 15, 2022: $143,304,900
The petition was signed by Jubao Xie, managing member of Hysendal
USA LLC, Sole Member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/P5HR5YA/Golden_Seahorse_LLC__nysbke-22-11582__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. H.I. Wall Street Hotel Investo Loan $4,000,000
Manhattan Regional Center
158-13 72nd Ave, Suite 2D
Fresh Meadows, NY 11365
2. Intercontinental License Fees $350,994
Hotels Group
PO Box 101074
Atlanta, GA 30392
3. NYS Sales Tax Processing Sales Taxes $270,000
PO Box 15172
Albany, NY 12212
4. NYC Department of Hotel $220,000
Finance Occupancy
P.O. Box 3646 Taxes
New York, NY 10008
5. U.S. Small Business EIDL Loan $189,000
Administration
409 Third St. SW
Washington, DC 20416
6. General Personnel Trade $92,258
Services Inc
3907 Prince Street #5BB
Flushing, NY 11354
7. Ritz Hotels Services Trade $61,906
179 Lafayette St.
Paterson, NJ 07501
8. Oracle America Inc. Trade $29,433
PO Box 203448
Dallas, TX 75320
9. Constellation New Utility $21,903
Energy, Inc.
PO Box 4640
Carol Stream, IL 60197
10. Jai Mon Tour Trade $19,788
1350 Rue Royale
Trios Rivieres QB G9A 4J4
11. HD Supply Facilities Trade $19,720
Maintenance
P.O. Box 509058
San Diego, CA 92150
12. Expedia Group Trade $18,784
1111 Expedia Group Way
Seattle, WA 98119
13. Crescent Hotels & Management $17,855
Resorts LLC Agreement
10306 Eaton Place
Suite 430
Fairfax, VA 22030
14. Marsh USA Inc. Trade $17,381
PO Box 846015
Dallas, TX 75284
15. BOOKING.COM BV Trade $14,932
5295 Paysphere Circle
Chicago, IL 60674
16. NYC Water Board Water Charges $13,286
PO Box 11863
Newark, NJ 07101
17. Casey Fire Systems Inc. Trade $10,311
39-27 59th Street
Woodside, NY 11377
18. Agoda International Trade $8,300
USA Inc.
PO Box 735562
Dallas, TX 75373
19. Bigintel FSS & Trade $8,291
Security Manage
47-46 45th Street
Suite 3F
Woodside, NY 11377
20. Hewlett-Packard Trade $6,777
Financial Serv
PO Box 402582
Atlanta, GA 30384
GOLDEN SEAHORSE: Seeks Access to $1.5MM in Cash Collateral
----------------------------------------------------------
Golden Seahorse LLC, dba Holiday Inn Manhattan Financial District,
asks the U.S. Bankruptcy Court for the Southern District of New
York for authority to use cash collateral and provide adequate
protection.
The Debtor seeks to use the cash collateral in which these entities
may assert an interest: Wilmington Trust, as Trustee for the
benefit of the Registered Holders of Commercial Mortgage
Pass-Through Certificates Series 2019-C6, Wells Fargo Commercial
Mortgage Trust 2018-C47, Commercial Mortgage Pass-Through
Certificates, Series 2018-C47 and CSAIIL 2018-C14 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-C14 and Hi Fidi B Note Owner LLC, an affiliate of
Triangle Capital Group LLC.
The Debtor requires access to cash collateral to maintain and
preserve its business operations and preserve approximately 94 jobs
of employees retained by an unaffiliated third-party management
company and an unaffiliated housekeeping staffing company, pending
either a confirmable plan or resolution of disputes with Wilmington
Trust.
The bankruptcy case was precipitated by the need to preserve the
Debtor's business for the benefit of all creditors and other
stakeholders after entry of a state court order dated September 27,
2022, appointing a receiver pursuant to a provision in the Loan.
The receiver has not taken control of the Debtor's operations as of
the Petition Date. Meanwhile, the Debtor's current management has
successfully steered the Debtor to profitability after overcoming
significant challenges presented by the COVID-19 pandemic.
The Debtor constructed the Holiday Inn hotel between 2010 and 2014
and it opened for business in October 2014. Pursuant to a
license/franchise agreement dated October 15, 2014, the Hotel
operates under the Holiday Inn flagship/brand. The Hotel is 50
stories, the tallest Holiday Inn in the world and consists of 492
rooms and includes a full-service restaurant at the Hotel. The
Hotel is managed by Crescent Hotels & Resorts, a third-party
unaffiliated management company that is known as one of the leading
hotel management companies in the industry. As is customary, most
of the Hotel's employees are employed by Crescent and the Hotel
advances funds to Crescent to cover the payroll and related
expenses. Crescent receives a management fee of 1.5% of the Hotel's
revenues. In addition, the Hotel is a party to a contract with
General Personnel LLC, an entity that provides the Hotel with
approximately 60 housekeeping employees.
In September 2018, the Hotel obtained a $137.2 million loan from
Ladder Capital Finance LLC. The Loan was ultimately split into four
separate tranches and as of the Petition Date, three tranches in
the amount of roughly $87 million are held by Wilmington Trust and
one tranche in the amount of roughly $50 million is held by Note B
Lender. The Loan matures in September 2028. The non-default
interest rate under the Loan is 5.259%, which equates to roughly
$620,000 in monthly interest payments. The Debtor was current on
all payments under the Loan up until the onset of the COVID-19
pandemic in March 2020. As of the Petition Date, the full amount of
the $137.2 million in principal remains outstanding, together with
unpaid interest.
The COVID-19 pandemic devastated the New York City hotel industry,
and the Debtor, like most of the New York City hotels, was closed
from March 2020 through July 2020. Although the Debtor reopened the
Hotel at the end of July 2020, occupancy levels in late 2020 were
significantly below pre-pandemic levels requiring the Debtor's
ownership to lend millions of dollars to the Debtor to cover the
Hotel's operating expenses. The Hotel then experienced another
setback in late December 2021 with the proliferation of the new
Omicron variant, causing another shutdown of the tourism industry,
forcing the Hotel to close yet again from January 2022 to April
2022.
As a direct result of the COVID-19 pandemic, the Debtor defaulted
on the Loan.
In 2021, Wilmington Trust swept all of the Debtor's funds in its
separate cash management account that included sales taxes due to
New York State and Hotel's occupancy taxes due the City of New
York. The Debtor attempted to reach a consensual resolution with
Midland Loan Services, the special servicer to Wilmington Trust
but, unfortunately, the special servicer rejected the Debtor's
overtures and proceeded to commence an action in March 2022 to,
among other things, (i) foreclose on the mortgage, (ii) appoint a
receiver and (iii) enjoin the Debtor from taking certain actions.
By Decision and Order dated September 27, 2022, the Honorable
Frances A. Kahn, III granted Wilmington Trust's motion to appoint a
receiver but denied Wilmington Trust its request for injunctive
relief finding it had not satisfied the factors for a preliminary
injunction and that such relief was, in any event, superfluous, to
the appointment of a receiver.
The Hotel's operations have greatly improved over the last six
months and the Hotel's occupancy rate was approximately 92% in
September 2022 and approximately 90% in October 2022 with an ADR of
over $200. The Debtor's current cash flow is sufficient to meet the
debt service at the non-default rate.
As adequate protection, the Prepetition Lenders will receive
replacement liens in the Debtor's post-petition room revenues and
cash equal to any diminution in value of their security interests
and liens in the room revenues and cash.
The Debtor's proposed use of cash collateral will generate
additional room revenues post-petition of at least equivalent value
to those room revenues used under the Budget.
The Debtor intends to make its monthly interest payments at the
non-default rate of approximately $620,000 per month.
In addition to the preservation of the Debtor's business and
assets, replacement liens, and adequate protection payments, the
Debtor submits the Prepetition Lenders are further adequately
protected by virtue of the significant value of the Hotel at this
time. The Debtor believes the value of the Hotel is at least $165
million, an amount greater than the $137.2 million in principal,
together with accrued interest, due the Prepetition Lenders.
The Debtor also requests the Court to hold a preliminary hearing no
later than December 1, 2022, as salaries of outside employees are
paid to the management company on or before December 2 and numerous
other necessary expenses need to be paid on a postpetition basis.
At the preliminary hearing, the Debtor will request authority to
utilize cash collateral in the amount of up to $1.5 million on an
interim basis, subject to the Budget, pending a final hearing on
the approval of use of cash collateral.
A copy of the motion is available at https://bit.ly/3ucPzxE from
PacerMonitor.com.
About Golden Seahorse LLC
Golden Seahorse LLC dba Holiday Inn Manhattan Financial District
operates the Holiday Inn hotel which is a full-service hotel
located at 99 Washington Street, New York, NY 10016. Golden
Seahorse also owns an adjacent neighboring property at 103
Washington Street, New York, NY 10016, whereby it leases space to
Amazon Restaurant and Bar d/b/a St. George Tavern.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 22-11582-pb) on November
29, 2022. In the petition signed by Jubao Xie, managing mener of
Hysendal USA, LLC, sole member, the Debtor disclosed up to $500
million in both assets and liabilities. The Debtor believes the
value of the Hotel is at least $165 million, an amount greater than
the $137.2 million in principal, together with accrued interest,
due prepetition lenders.
Judge Philip Bentley oversees the case.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP,
represents the Debtor as counsel.
HANESBRANDS INC: Egan-Jones Retains B+ Sr. Unsecured Debt Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on November 16, 2022, retained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Hanesbrands, Inc.
Headquartered in Winston-Salem, North Carolina, Hanesbrands, Inc.
manufactures apparel and clothing products.
HOLY GROUND: Seeks to Tap Kutner Brinen Dickey Riley as Counsel
---------------------------------------------------------------
Holy Ground Tiny Homes, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Kutner Brinen Dickey
Riley, PC as its legal counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties;
(b) aid the Debtor in the development of a plan of
reorganization under Chapter 11;
(c) file the necessary petitions, pleadings, reports, and
actions which may be required in the continued administration of
the Debtor's property under Chapter 11;
(d) take necessary actions to enjoin and stay until final
decree herein continuation of pending proceedings and to enjoin and
stay until final decree herein commencement of lien foreclosure
proceedings and all matters as may be provided under 11 U.S.C. Sec.
362; and
(e) perform all legal services for the Debtor which may become
necessary herein.
The hourly rates of the firm's counsel and staff are as follows:
Jeffrey S. Brinen $500
Jenny Fujii $410
Jonathan M. Dickey $350
Keri L. Riley $350
Paralegal $100
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also requested a post-petition retainer in the amount of
$5,000.
Jonathan Dickey, Esq., an attorney at Kutner Brinen Dickey Riley,
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. Dickey, Esq.
Kutner Brinen Dickey Riley, PC
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Telephone: (303) 832-3047
Email: jmd@kutnerlaw.com
About Holy Ground Tiny Homes
Holy Ground Tiny Homes, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-13918) on
Oct. 10, 2022, while Revelations in Christ Ministries filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 22-13919) on Oct.
7, 2022. The cases are jointly administered under Case No.
22-13918.
At the time of the filing, Holy Ground Tiny Homes listed as much as
$1 million in both assets and liabilities while Revelations in
Christ Ministries listed up to $500,000 in assets and up to $10
million in liabilities.
Judge Elizabeth E. Brown oversees the cases.
Kutner Brinen Dickey Riley, PC serves as the Debtors' legal
counsel.
HONX INC: Exclusivity Period Extended to Jan. 31
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended the time HONX, Inc. can keep exclusive control of its
Chapter 11 case, giving the company until Jan. 31, 2023, to file a
bankruptcy plan and until March 2, 2023, to solicit votes on that
plan.
The ruling allows the company to pursue its own plan for emerging
from Chapter 11 protection without the threat of a rival plan from
creditors.
HONX will use the extension to evaluate and estimate over 400
asbestos claims against the company and its parent, Hess
Corporation. Both companies were defendants to about 580 asbestos
lawsuits in the U.S. Virgin Islands when they filed for Chapter 11
protection.
About HONX Inc.
HONX Inc. is a subsidiary of Hess Corporation, a publicly-traded
global energy company. HONX is the corporate successor of Hess Oil
Virgin Islands Corporation, which owned and operated an oil
refinery in St. Croix, U.S. Virgin Islands from the beginning of
its construction in 1965 until a non-operating entity with minimal
assets consisting primarily of a 50% ownership in a joint venture
from 1998 to 2016, and post-2016 it has continued its corporate
existence solely to manage its alleged asbestos liabilities related
to the refinery.
HONX sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas
Case No. 22-90035) on April 28, 2022. In the petition signed by
Todd R. Snyder, chief administrative officer, the Debtor disclosed
$10 million to $50 million in assets and $500 million to $1 billion
in liabilities.
Judge Marvin Isgur oversees the case.
The Debtor tapped Kirkland & Ellis and Jackson Walker, LLP as
bankruptcy counsels; Piper Sandler Companies/TRS Advisors, LLC as
investment banker and financial advisor; and Bates White, LLC as
asbestos consultant. Stretto, Inc. is the claims, noticing and
solicitation agent.
The Honorable Barbara J. Houser (Ret.) was appointed as the legal
representative for future asbestos claimants in this Chapter 11
case. Ms. Houser tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel; O'ConnorWechsler, PLLC as local counsel; FTI
Consulting, Inc., as financial advisor; and NERA Economic
Consulting as consultant.
HORIZON GLOBAL: Jay Goldbaum Quits as Gen. Counsel, CCO & Secretary
-------------------------------------------------------------------
Jay Goldbaum, currently general counsel, chief compliance officer
and corporate secretary of Horizon Global Corporation, notified the
Company that he was resigning, effective Dec. 2, 2022, to pursue
another opportunity.
The Board expressed its thanks to Mr. Goldbaum for his many
significant contributions to the Company.
About Horizon Global
Horizon Global Corporation -- http://www.horizonglobal.com-- is a
designer, manufacturer, and distributor of a wide variety of
custom-engineered towing, trailering, cargo management and other
related accessory products in North America, Australia and Europe.
The Company serves OEMs, retailers, dealer networks and the end
consumer.
Horizon Global reported a net loss of $33.12 million for the 12
months ended Dec. 31, 2021, compared to a net loss of $37.98
million for the 12 months ended Dec. 31, 2020. As of Sept. 30,
2022, the Company had $410.05 million in total assets, $525.72
million in total liabilities, and a total shareholders' deficit of
$115.67 million.
HOUSTON AMERICAN: Signs Deal to Sell $3.5M Worth of Common Shares
-----------------------------------------------------------------
Houston American Energy Corp. has entered into an At-the-Market
Issuance Sales Agreement with Univest Securities, LLC pursuant to
which the Company may sell, at its option, up to an aggregate of
$3,500,000 in shares of its common stock, par value $0.001 per
share through Univest, as sales agent. Sales of the Shares made
pursuant to the Sales Agreement, if any, will be made under the
Prospectus Supplement, dated Nov. 18, 2022, to the Company's
previously filed and currently effective shelf Registration
Statement on Form S-3 (Registration No. 333-267163). Prior to any
sales under the Sales Agreement, the Company will deliver a
placement notice to Univest that will set the parameters for such
sale of Shares, including the number of Shares to be issued, the
time period during which sales are requested to be made, any
limitation on the number of Shares that may be sold in any one
trading day and any minimum price below which sales may not be
made.
Subject to the terms and conditions of the Sales Agreement, Univest
may sell the Shares, if any, only by methods deemed to be an "at
the market" offering as defined in Rule 415 promulgated under the
Securities Act of 1933, as amended, including, without limitation,
sales made directly through the NYSE American or any other trading
market on which the Company's common stock is listed or quoted or
to or through a market maker. In addition, subject to the terms
and conditions of the Sales Agreement, with the Company's prior
written consent, Univest may also sell Shares by any other method
permitted by law, or as may be required by the rules and
regulations of the NYSE American or such other trading market on
which the Company's common stock is listed or quoted, including,
but not limited to, in negotiated transactions. Univest will use
commercially reasonable efforts consistent with its normal trading
and sales practices to sell the Shares in accordance with the terms
of the Sales Agreement and any applicable placement notice. The
Company cannot provide any assurances that Univest will sell any
Shares pursuant to the Sales Agreement.
The Company made certain customary representations, warranties and
covenants concerning the Company and the offering of the Shares.
Pursuant to the terms of the Sales Agreement, the Company also
provided Univest with customary indemnification rights, including
indemnification against certain liabilities under the Securities
Act. The Company will pay Univest a commission in cash equal to 3%
of the gross proceeds from the sale of the Shares under the Sales
Agreement, if any. In addition, the Company has agreed to
reimburse Univest for its reasonable documented out-of-pocket
expenses incurred in connection with the negotiation and execution
of the Sales Agreement up to a maximum amount of $25,000. The
offering of Shares will terminate upon the earlier of (a) the
second year anniversary of the date of the Sales Agreement, (b) the
sale of all of the Shares subject to the Sales Agreement and (c)
the termination of the Sales Agreement by the Company or Univest.
Either party may terminate the Sales Agreement in its sole
discretion at any time upon written notice to the other party.
About Houston American Energy
Based in Houston, Texas, Houston American Energy Corp. is an
independent oil and gas company focused on the development,
exploration, exploitation, acquisition, and production of natural
gas and crude oil properties. The Company's principal properties,
and operations are in the U.S. Permian Basin. Additionally, it has
properties in the U.S. Gulf Coast region, particularly Texas and
Louisiana, and in the South American country of Colombia.
Houston American reported a net loss of $1.02 million for the year
ended Dec. 31, 2021, a net loss of $4.04 million for the year ended
Dec. 31, 2020, and a net loss of $2.51 million for the year ended
Dec. 31, 2019. As of Sept. 30, 2022, the Company had $10.35
million in total assets, $385,410 in total liabilities, and $9.96
million in total shareholders' equity.
I&A DEVELOPMENT: Case Summary & Two Unsecured Creditors
-------------------------------------------------------
Debtor: I&A Development LLC
343 Sand Ln
Staten Island, NY 10305
Case No.: 22-42953
Business Description: The Debtor owns a commercial building
located at 343 Sand Ln in Staten Island, NY
valued at $1.34 million.
Chapter 11 Petition Date: November 29, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue
Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Email: alla@kachanlaw.com
Total Assets: $1,341,911
Total Liabilities: $2,847,725
The petition was signed by Greg Fleyshmakher as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6GLUQXI/IA_Development_LLC__nyebke-22-42953__0001.0.pdf?mcid=tGE4TAMA
INFINITE SYNERGY: Case Summary & Six Unsecured Creditors
--------------------------------------------------------
Debtor: Infinite Synergy Insurance Agency, LLC
16015 SE Oatfield Rd.
Portland, OR 97267
Case No.: 22-31983
Business Description: The Debtor is the fee simple owner of a
property located at 6015 SE Oatfield Rd.
in Milwaukie, Ore., having a comparable
sale value of $975,000.
Chapter 11 Petition Date: November 29, 2022
Court: United States Bankruptcy Court
District of Oregon
Judge: Hon. Teresa H. Pearson
Debtor's Counsel: Theodore J. Piteo, Esq.
MICHAEL D. O'BRIEN & ASSOCIATES, P.C.
12909 SW 68th Parkway, Suite 160
Portland, OR 97223
Tel: 503-786-3800
Fax: 503-272-7796
Email: enc@pdxlegal.com
Total Assets: $1,038,510
Total Liabilities: $688,881
The petition was signed by Desiree Magcalas as member.
A copy of the Debtor's list of six unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/UZ7ZXCQ/Infinite_Synergy_Insurance_Agency__orbke-22-31983__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/UQPLONI/Infinite_Synergy_Insurance_Agency__orbke-22-31983__0001.0.pdf?mcid=tGE4TAMA
ISF PROPERTIES: Case Summary & One Unsecured Creditor
-----------------------------------------------------
Debtor: ISF Properties LLC
351 Sand Ln
Staten Island, NY 10305
Case No.: 22-42954
Business Description: The Debtor owns a commercial building
located at 351 Sand Ln in Staten Island NY
valued at $3.55 million.
Chapter 11 Petition Date: November 29, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue
Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-3156
Email: alla@kachanlaw.com
Total Assets: $3,551,196
Total Liabilities: $2,837,126
The petition was signed by Greg Fleyshmakher as president.
The Debtor listed the NYC Department of Finance as its only
unsecured creditor holding a claim of $12,126.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/6XUZ2QQ/ISF_Properties_LLC__nyebke-22-42954__0001.0.pdf?mcid=tGE4TAMA
ISTAR INC: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on November 17, 2022, retained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by iStar Inc.
Headquartered in New York, New York, iStar Inc. operates as a real
estate investment company.
KEMPER CORP: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on November 17, 2022, retained its BB+
foreign currency and local currency senior unsecured ratings on
debt issued by Kemper Corporation.
Headquartered in Chicago, Illinois, Kemper Corporation is a
financial services provider.
L'ADRESSE LLC: Case Summary & 16 Unsecured Creditors
----------------------------------------------------
Debtor: L'Adresse LLC
FDBA Coffeemania Bryant Park LLC
1065 6th Avenue
Suite B
New York, NY 10018
Case No.: 22-11583
Business Description: The Debtor operates a restaurant.
Chapter 11 Petition Date: November 29, 2022
Court: United States Bankruptcy Court
Southern District of New York
Judge: Hon. James L. Garrity Jr.
Debtor's Counsel: Heath S. Berger, Esq.
BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP
6901 Jericho Turnpike
Suite 230
Syosset, NY 11791
Tel: 516-747-1136
Email: hberger@bfslawfirm.com/
gfischoff@bfslawfirm.com
Total Assets: $224,904
Total Liabilities: $2,065,915
The petition was signed by Evgeny Zhuravlev as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 16 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/KGXIZ2Y/LAdresse_LLC__nysbke-22-11583__0001.0.pdf?mcid=tGE4TAMA
L'ADRESSE LLC: Seeks Access to $190,000 Thru Dec 7
--------------------------------------------------
L'Adresse, f/k/a Coffeemania Bryant Park, LLC, asks the U.S.
Bankruptcy Court for the Southern District of New York for
authority to use cash collateral on an interim basis in provide
adequate protection.
Specifically, the Debtor is requesting the use of $190,000 in cash
collateral for the interim period through December 7, 2022.
The Debtor requires the use of cash collateral for ordinary and
necessary operating expenses in accordance with the budget.
The Debtor was severely impacted by the COVID-19 pandemic and
shutdown and fell substantially in arrears on its above market
occupancy costs. The Debtor was unable to resolve the rental
arrears with its landlord and on November 22, 2022, the Landlord
obtained a judgment authorizing the issuance of a warrant of
eviction and entry of a money judgment in the amount of $1.18
million.
While business has been on the upswing, the Debtor is unable to
become fully current on its accrued rental arrears, which
necessitated the Chapter 11 filing. The Debtor intends to continue
operating and will continue its efforts to resolve its occupancy
costs in a manner that addresses the needs of all parties.
The Debtor advises has two alleged secured creditors, the U.S.
Small Business Administration and ACE Endie Corporation.
The Debtor has an "EIDL" loan with the SBA in the amount of
$499,900 which accrues interest at 3.75% per annum with a 30-year
repayment term. The loan is allegedly a secured loan.
Due to the expedited nature of the filing, the Debtor has not been
able to determine if the loan is properly perfected and if it is,
to what extent. The Debtor acknowledges the SBA does have a blanket
UCC-1 on file.
ACE, a prior vendor of the Debtor, filed a UCC-1 dated July 29,
2020, which predates the SBA. The Debtor has advised it has a
verbal agreement to pay ACE past due amounts of approximately
$70,000 for supplies. This also needs to be investigated as to its
terms and alleged secured status. The verbal agreement provides for
weekly payments of $4,000. The Debtor proposes, for now, to
discontinue with the payments provided in the alleged verbal
agreement pending a full inquiry into the status.
The Debtor is proposing to pay monthly adequate protection payments
to the SBA calculated as, interest only, on the principal balance
of $499,900 at 3.75% or $1,563 per month, until more information is
obtained.
The Debtor will also grant ACE and the SBA a replacement lien in
all of the Debtor's prepetition and postpetition assets and
proceeds. The Replacement Liens will be subject and subordinate
only to: (a) United States Trustee fees payable under 28. U.S.C.
Section 1930 and 31 U.S.C. Section 3717; (b) professional fees of
duly retained professionals in this Chapter 11 case as may be
awarded pursuant to 11 U.S.C. Sections 330 of 331 or pursuant to
any monthly fee order entered in the Debtor's Chapter 11 case; (c)
the fees and expenses of a hypothetical Chapter 7 trustee to the
extent of $10,000; and (d) the recovery of funds or proceeds from
the successful prosecution of avoidance actions pursuant to 11
U.S.C. sections 502(d), 544, 545,547, 548, 549,550 or 553.
A copy of the motion is available at https://bit.ly/3ESd9EC from
PacerMonitor.com.
About L'Adresse, LLC
L'Adresse, LLC operates a publicly acclaimed restaurant styled as
an "American Bistro" located in Bryant Park in Manhattan (a
separate sister restaurant is located in Nomad and is not part of
the proceeding). It operates seven days a week serving breakfast,
lunch and dinner.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 22-11583-jlg) on
November 29, 2022. In the petition signed by Evgeny Zhuravlev,
managing member, the Debtor disclosed up to $500,000 in assets and
up to $10 million in liabilities.
Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler &
Goodman, LLP, is the Debtor's legal counsel.
L7 FM ELEVATOR: Taps Wadsworth Garber Warner Conrardy as Counsel
----------------------------------------------------------------
L7 FM Elevator, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to employ Wadsworth Garber Warner
Conrardy, PC as its legal counsel.
The firm will render these services:
(a) prepare legal papers;
(b) perform all legal services for the Debtor which may become
necessary herein; and
(c) represent the Debtor in any litigation which is in the
best interest of the estate.
Prior to the petition date, the firm received a retainer in the
amount of $21,000 from the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
David V. Wadsworth $450
Aaron A. Garber $450
David J. Warner $375
Aaron J. Conrardy $375
Lindsay S. Riley $300
Paralegals $125
David Wadsworth, Esq., an attorney at Wadsworth Garber Warner
Conrardy, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
David V. Wadsworth, Esq.
Wadsworth Garber Warner Conrardy, PC
2580 West Main Street, Suite 200
Littleton, CO 80120
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: dwadsworth@wgwc-law.com
About L7 FM Elevator
L7 FM Elevator, LLC sought Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 22-14356) on Nov. 8, 2022, with up to $50,000 in
assets and up to $10 million in liabilities. David Lebsock,
manager, signed the petition.
Judge Thomas B. McNamara oversees the case.
David V. Wadsworth, Esq., at Wadsworth Garber Warner Conrardy, PC
serves as the Debtor's counsel.
LANNETT CO: Signs Sub-License Agreement With Ypsomed AG
-------------------------------------------------------
Lannett Company, Inc. entered into a Sub-License Agreement with
Ypsomed AG, a supplier of the pen injector device to be used in
connection with the biosimilar insulin glargine and biosimilar
insulin aspart products under development by the Company and its
collaboration partner, HEC Pharma company.
The Agreement provides, among other things, that the Company shall
receive a sub-license in exchange for its financial contribution to
a licensing arrangement between Ypsomed and Sanofi-Aventis
Deutschland GmbH, holder of various patents relating to the pen
injector device. The sub-license shall provide the Company and
Partner freedom to operate and a covenant not to sue for the final
assembly, registration, use, sale and offer for sale of the pen
injector device used in connection with Company's insulin products
in the Territories (as defined in the Ypsomed supply agreement,
including the USA). The financial terms of the Agreement are
confidential.
The Company expects to file the Agreement (in redacted form) as an
exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter
ending Dec. 31, 2022.
About Lannett Company
Lannett Company, founded in 1942, develops, manufactures, packages,
markets and distributes generic pharmaceutical products for a wide
range of medical indications. For more information, visit the
company's website at www.lannett.com.
The Company reported a net loss of $231.62 million for fiscal year
ended June 30, 2022, a net loss of $363.47 million for fiscal year
ended June 30, 2021, and a net loss of $33.37 million for fiscal
year ended June 30, 2020. As of Sept. 30, 2022, the Company had
$467.30 million in total assets, $744.86 million in total
liabilities, and a total stockholders' deficit of $277.56 million.
* * *
As reported by the TCR on Feb. 11, 2022, S&P Global Ratings lowered
its issuer-level rating on Lannett Inc. to 'CCC+' from 'B-'. The
outlook is negative. S&P said, "The negative outlook reflects the
possibility of another downgrade if we believed that Lannett were
likely to consider a distressed exchange offer or sub-par
redemption. This could occur if we expected continued pricing
erosion within its key products or delays in new product launches
to meaningfully reduce FOCF prospects and liquidity.
In October 2022, Moody's Investors Service downgraded the ratings
of Lannett Company, Inc., including the Corporate Family Rating to
Ca from Caa1. The downgrade reflects Moody's expectation for
continued deterioration in Lannett's operating performance, as base
portfolio of oral generic drugs will continue to erode due to
intense competitive pricing pressures. Given the forecast of
negative EBITDA over the next year, Moody's views Lannett's debt
levels as unsustainably high, and liquidity as weak, with the
company continuing to burn through cash balance, well into fiscal
year 2024.
LBM ACQUISITION: Moody's Cuts CFR to B3, Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded LBM Acquisition, LLC's (dba US
LBM) Corporate Family Rating to B3 from B2 and Probability of
Default Rating to B3-PD from B2-PD. Moody's also downgraded the
ratings on US LBM's senior secured first lien term loan to B3 from
B2, senior unsecured notes due 2029 to Caa2 from Caa1 and the
rating on BCPE Ulysses Intermediate, Inc.'s (BCPE) senior unsecured
PIK toggle notes due 2027 (PIK notes) to Caa2 from Caa1. BCPE is a
parent holding company of LBM Acquisition, LLC. The outlook remains
stable.
"Bain Capital continues to follow aggressive financial strategies,
evidenced by a return of equity financed with borrowings under US
LBM's revolving credit facility. A material reduction in liquidity
in an environment of declining single-family home construction and
economic uncertainty warrants the rating downgrade," according to
Peter Doyle, a Moody's VP-Senior Analyst. "Bain has now monetized
its entire investment in US LBM, favoring its interests over debt
holders," added Doyle.
The downgrade of US LBM's CFR to B3 from B2 follows the extremely
aggressive financial strategy pursued by Bain Capital Private
Equity, LP (Bain), the owner of US LBM. US LBM paid a debt-financed
dividend to Bain, drawing down on its revolving credit facility.
The dividend of $650 million monetizes all of Bain's remaining
equity investment in US LBM, while reducing liquidity in an
environment of declining demand. Pro forma revolver availability on
September 30, 2022, is about $850 million versus $1.5 billion prior
to the borrowings to finance the dividend. Moody's projects 1.49
million new housing starts in 2023, representing a 7% decline from
a projected 1.60 million for 2022. Further, Moody's Macro Outlook
revised downward its projection for US GDP growth to 0.4% for 2023
(1.3% previous forecast), which likely will pressure US LBM's other
end markets. There is increased risk that domestic GDP may contract
further due to ongoing economic uncertainties. Moody's did not
consider previously such a sizeable dividend in US LBM's credit
profile.
The stable outlook reflects that US LBM has no near-term maturities
and Moody's view that the company is able to generate free cash
flow over the next two years.
The following ratings are affected by the action:
Downgrades:
Issuer: BCPE Ulysses Intermediate, Inc.
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD6)
from Caa1 (LGD6)
Issuer: LBM Acquisition, LLC
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3
(LGD4) from B2 (LGD4)
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5)
from Caa1 (LGD5)
Outlook Actions:
Issuer: BCPE Ulysses Intermediate, Inc.
Outlook, Remains Stable
Issuer: LBM Acquisition, LLC
Outlook, Remains Stable
RATINGS RATIONALE
US LBM's B3 CFR reflects financial policies that tend to favor
shareholders over creditors, which is now the company's greatest
credit challenge. Bain has monetized 100% of its investment in US
LBM, within two years of its original investment in December 2020.
There is the potential for additional debt utilized for dividend
payments, which could be substantial. At the same time, US LBM
faces execution risk to its operating plan amidst strong
competition, making it difficult to increase pricing materially and
maintain current margins.
Providing an offset to the governance challenges facing US LBM is
good profitability. Despite moderating end market dynamics, Moody's
forecasts adjusted EBITDA margins remaining in the range of 10% -
11% over the next two years, which is a key credit strength and
based on revenue of about $10 billion by late 2024. Moody's
forecasts adjusted debt-to-EBITDA near 4.2x by late 2024 and cash
flow in spite of fixed charges, including cash interest, debt
amortization, and operating and finance lease payments, approaching
$390 million per year. Also, interest coverage, measured as
EBITA-to-interest expense, should stay above 3.0x over the same
period, which is reasonable given the large debt service
requirement.
Moody's projects US LBM will have a good liquidity profile over the
next two years, generating good cash flow each year. US LBM has no
material near-term maturities, further supporting the company's
liquidity profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade would be predicated on debt-to-EBITDA remaining 4.5x,
EBITA-to-interest expense is above 3.0x, and preservation of at
least good liquidity. More predictable financial policies regarding
capital deployment would be required to support upward ratings
movement as well.
A downgrade could occur should US LBM adopt an aggressive financial
strategy, particularly with respect to shareholder return
initiatives or acquisitions, or experience a weakening of
liquidity. Negative rating pressure also would result from
debt-to-EBITDA nearing 6.5x or EBITA-to-interest expense trending
towards 1.0x
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
US LBM, headquartered in Buffalo Grove, Illinois, is a North
American distributor of building materials. Bain Capital Private
Equity, LP, through its affiliates, is the owner of US LBM.
LM ENDEAVOR: Plan Confirmation Hearing Set for Jan. 12
------------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas is set to hold a hearing on Jan. 12,
2023, to consider final approval of the disclosure statement and
confirmation of the Chapter 11 plan proposed by LM Endeavor, LLC to
exit bankruptcy protection.
The bankruptcy judge set a Dec. 22 deadline for filing objections
to the disclosure statement and plan, and for submitting votes on
the plan.
Judge Mott on Nov. 17 conditionally approved the disclosure
statement detailing the company's second amended plan of
reorganization filed on Nov. 16.
Under the latest plan, holders of Class 8 general unsecured claims
will be paid 42% or $104,984.59 of the total claims, and will
receive their payments over 84 months with interest at 5.75%.
Monthly payments, which include principal and interest, will be in
the amount of $1,422.96. Class 8 claims total $249,962.93.
LM Endeavor's plan is based on future income, which will be the
sole source of revenue for payment of claims, according to the
disclosure statement.
A copy of the second amended disclosure statement dated Nov. 16,
2022, is available at https://bit.ly/3TS5Cv2 from
PacerMonitor.com.
About LM Endeavor
LM Endeavor, LLC, filed its voluntary petition for relief under
nChapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No.
21-30987) on Dec. 27, 2021, listing up to $500,000 in assets and
up
to $1 million in liabilities. Leonardo Mena, president, signed the
petition.
Judge H. Christopher Mott oversees the case.
Carlos A. Miranda, Esq., and Carlos G. Maldonado, Esq., at Miranda
& Maldonado, PC serve as the Debtor's bankruptcy attorneys.
The Debtor filed its disclosure statement and Chapter 11 plan on
Oct. 3, 2022.
LONGHORN PAVING: Trustee Loses Bid to Recoup Intangible Assets
--------------------------------------------------------------
In the adversary case styled CATHERINE S. CURTIS, Plaintiff, v.
MONTY JEFF AWBREY and LONGHORN SERVICES, INC. and AWBREY
ENTERPRISES, INC., Defendants, Adversary No. 20-7006, (Bankr. S.D.
Tex.), Bankruptcy Judge Eduardo Rodriguez denies all claims
asserted by the Chapter 7 Trustee against debtor Longhorn Paving &
Oilfield Services, Inc., Monty Jeff Awbrey and Awbrey Enterprises,
Inc.
Longhorn Paving was owned by Melissa Awbrey, sister of Monty Jeff
Awbrey Jr. Monty Awbrey previously served as president of the
Debtor but resigned his position as of Feb. 28, 2019. Awbrey
continued to be an employee/consultant and received a regular
salary from the Debtor until Jan. 17, 2020, shortly before the case
was converted on March 25, 2020. He formed Longhorn Services, Inc.
(LSI) on July 31, 2019, and began operating a similar business to
the Debtor.
On Nov. 17, 2020, the Chapter 7 Trustee filed the adversary
proceeding alleging that the Defendants are in possession of
certain intangible assets, including certain receivables, customer
information, customer lists, vendor lists, telephone numbers, the
Debtor's business name, the Debtor's business address, general
intangibles, rights to the Debtor's critical information, and
competitive advantages in the forms of goodwill and specialized
knowledge. The Trustee further argues Awbrey and LSI improperly
exercised control over the Debtor's name and corporate logo, and
any profit generated from Awbrey and LSI's use of the Debtor's name
and corporate logo is thus property of the estate subject to
turnover.
The Trustee presented uncontroverted evidence that the Debtor's
name is "Longhorn Paving and Oilfield Services, Inc." and LSI's
name is "Longhorn Services, Inc." The Court agrees that the Debtor
and LSI's name are quite similar, and that the use of the name
"Longhorn" is not a coincidence. Awbrey himself conceded LSI was
meant to be a continuation of the family business name. However,
the Trustee has failed to demonstrate what property interest the
Debtor has in the name "Longhorn" or the corporate logo under Texas
law such that revenue generated from their use might be subject to
turnover. As such, the Court determines that the Debtor's name and
corporate logo are not property of the estate and the LSI Profit is
not subject to turnover under 11 U.S.C. Section 542.
The Trustee also alleges the Defendants converted the Debtor's
Intangible Assets. Since the parties dispute what law governs
claims for conversion, the Court concludes that the Trustee's claim
for conversion arises under Texas state law, as all of the alleged
transfers took place in Texas and a claim for conversion does not
arise under federal law. A cursory search of Texas conversion law
quickly reveals that one cannot convert intangible assets.
Accordingly, the Court denies Trustee's claim for conversion of
estate property against the Defendants.
The Trustee asserts that under Texas law, Awbrey owed and breached
his fiduciary duty to the Debtor while he served as president of
the Debtor. She further asserts that LSI was used as a tool of
Awbrey for purposes of breaching Awbrey's fiduciary duties to the
Debtor, and as such should be held equally liable for breach. The
Court finds that Awbrey resigned as president of the Debtor on Feb.
28, 2019, but he continued to be an employee/consultant until the
case was converted on March 25, 2020. Notwithstanding his
resignation as the Debtor's president, Awbrey signed, purportedly
as the Debtor's president, the consent to place the Debtor into
bankruptcy on May 31, 2019.
The Court notes that "Awbrey provided his notice of resignation on
Feb. 28, 2019, and that resignation became effective and
irrevocable on that date. . . his signing of the consent to place
the Debtor in bankruptcy was merely ineffective, and not a revival
of his role as the Debtor's president. Therefore, Awbrey did not
owe the Debtor a fiduciary duty as president after his
resignation." The Court concludes that there was no breach of
Awbrey's fiduciary duty to the Debtor when LSI was formed because
Awbrey's competition with Debtor did not begin until July 31,
2019.
The Trustee also asserts that LSI was a knowing participant in
Awbrey's breach of his fiduciary duty to the Debtor. Because the
Court already finds that Awbrey did not breach his fiduciary duty
to the Debtor, LSI also cannot be held liable as a knowing
participant.
The Court overrules the Trustee's claim that Awbrey usurped the
Debtor's corporate opportunities by transferring the Debtor's
goodwill (including name recognition, consumer brand loyalty, or
special relationships with suppliers or clients) to LSI and AEI for
his own personal benefit. Because there was no breach of fiduciary
duty, the Court rules that there was no usurpation of corporate
opportunities either.
The Trustee also asserts that both Awbrey and Awbrey Enterprises
received preferential transfers of estate assets that are
recoverable under Section 547(b). The Court finds that between June
10, 2019 and Jan. 17, 2020, Awbrey received 20 regular salary
disbursements from the Debtor totaling $31,358 -- some of these
salary disbursements included reimbursement for out-of-pocket
travel expenses. The Court also finds that AEI received three
payments from Debtor totaling $17,000 between the period of Nov.
16, 2018 and Dec. 21, 2018.
According to the Court, the Trustee failed to provide any evidence
that the Debtor was insolvent outside the 90-day preference period
as required under Section 547(b)(3) to recover from insiders of the
Debtor. Although the Debtor's Original Schedules and Balance Sheet
do not necessarily represent the real-world liquidation value of
the estate as of the Petition Date, absent evidence to the
contrary, the Court is sufficiently convinced that Awbrey would
have received a 100% distribution on his Pre-Petition Wage
Transfers and AEI would have received a 100% distribution on the
Disputed AEI Transfers if the estate were liquidated on the
Petition Date.
Moreover, the Trustee asserts that the Debtor transferred property
of the estate to Awbrey after the Petition Date via 17 checks
totaling $31,358, without authorization from the Code or the Court
and that these payments can be avoided and can be recovered from
Awbrey. The Court finds that all but one of the Post-Petition Wage
Transfers made to Awbrey between June 10, 2019 and Jan. 17, 2020,
were in fact authorized by the Court. The Court authorized the
Debtor to use cash collateral to pay business expenses, including
payroll, beginning June 17, 2019. The Court's cash collateral order
remained in effect until Jan. 19, 2020. The Court further finds
that the only Post-Petition Wage Transfer that was unauthorized was
check number 1086 dated June 10, 2019 in the amount of $1,500.
But still the Court finds that Check 1086 was made in the ordinary
course of the Debtor's business and according to ordinary business
terms -- to pay Awbrey's regular salary. Evidence in the record
shows that each Post-Petition Wage Transfer was consistent in
amount and frequency to pay Awbrey's salary.
Notwithstanding the Trustee's request that litigation costs be
borne by the Defendants, the Court notes that Section 330 is not a
vehicle for fee shifting. If any award was made under Section 330,
it would come from the estate. In addition, the Court finds that in
light of the complete lack of benefit to the estate, and the lack
of basic evidentiary and legal due diligence from the Trustee in
this adversary, an award of fees would be inappropriate. The Court
also denies the Trustee's request for exemplary damages because she
has failed to show by clear and convincing evidence that the
Defendants have engaged in any behavior amounting to fraud, malice,
or gross negligence as is statutorily required to award exemplary
damages under Texas law.
A full-text copy of the Memorandum Opinion dated Nov. 21, 2022, is
available at https://tinyurl.com/3apes3xa from Leagle.com.
About Longhorn Paving & Oilfield
Longhorn Paving & Oilfield Services, Inc. --
http://www.longhornpavingandoilfield.com/-- was a family-owned
contractor in Edinburg, Texas, that provided services to
commercial, residential, site construction, utilities, asphalt and
concrete paving clients. In addition, the company provided site
construction for oilfield pad sites, and services to drilling,
completion and production companies. Its main yard was located in
Edinburg and it had an additional yard located in Eagle Ford and
West Texas.
Longhorn Paving & Oilfield Services sought Chapter 11 protection
(Bankr. S.D. Tex. Case No. 19-70233) on June 10, 2019. In the
petition signed by Melissa Awbrey, vice president, the Debtor
disclosed $3,733,262 in assets and $3,131,973 in liabilities. Judge
Eduardo V. Rodriguez oversees the case.
The case was later converted to Chapter 7 and Catherine S. Curtis
was appointed as Chapter 7 trustee.
MARRIOTT INT'L: Egan-Jones Ups FC Unsecured Rating to BB+
---------------------------------------------------------
Egan-Jones Ratings Company, on November 17, 2022, upgraded the
foreign currency senior unsecured rating on debt issued by Marriott
International Inc to BB+ from BB.
EJR retained its BB+ local currency senior unsecured rating on debt
issued by the Company.
Headquartered in Bethesda, Maryland, Marriott International Inc. of
Maryland is a worldwide operator and franchisor of hotels.
MCO GENERAL: Seeks Cash Collateral Access
-----------------------------------------
MCO General Maintenance, LLC asks the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, for authority to
use cash collateral and provide adequate protection.
MCO has an immediate need to use the cash collateral of PS Funding,
Inc. to operate the Debtor's property and finance its chapter 11
reorganization.
PS Funding holds a first mortgage lien against the Property by
virtue of the Construction Mortgage, Assignment of Leases and
Rents, Security Agreement and Fixture Filing executed by the Debtor
on October 19, 2019, and recorded as Document No. 1931155124 on
November 7, 2019, in the Cook County Recorder of Deeds.
PS Funding holds a secured claim against the Debtor in the amount
of $111,458.
PS Funding estimates that the value of the Property is $191,000.
PS Funding is an oversecured creditor with a significant equity
cushion protecting its interests in the Property.
The Property recently began generating rental income in the amount
of $1,500 per month.
MCOO says PS Funding is adequately protected by the significant
equity in the Property. The Property is insured, and the Debtor
obtained the court's authority to keep the real estate taxes
current. The Debtor proposes to provide PS Funding with additional
adequate protection by monthly payments in the amount of $1473
commencing on January 1, 2023.
A hearing on the matter is set for December 14, 2022 at 9 a.m.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3EPrQsd from PacerMonitor.com.
The Debtor projects $7,042 in gross profit and $3,566 in total
expenses.
MCO General Maintenance
MCO General Maintenance, LLC is engaged in the business of
providing general maintenance services for the owners of
residential properties. The Debtor sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
22-09454) on Aug. 19, 2022, with up to $500,000 in assets and up to
$100,000 in liabilities.
Judge Timothy A Barnes presides over the case.
Karen J Porter, Esq., at Porter Law Network represents the Debtor
as counsel.
MESQUITE GENERATION: S&P Affirms 'B' Debt Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue-level rating on Mesquite
Generation Holdings LLC's (Mesquite) senior secured credit
facilities.
The '2' recovery rating is unchanged, indicating S&P's expectation
for meaningful (70%-80%, rounded estimate: 75%) recovery in the
event of default.
The stable outlook reflects S&P's expectation that the project will
maintain a minimum debt service coverage ratio (DSCR) of at least
2.2x throughout the life of the assets.
Mesquite includes a coal-fired power plant, Major Oak Power LLC,
and two gas-fired power plants, Bastrop Energy Partners L.P.
(Bastrop) and Paris Generation L.P. (Paris), in the Electric
Reliability Council of Texas (ERCOT) market.
Bastrop is a 552-megawatt (MW) natural gas-fired facility in Cedar
Creek, Texas. It achieved commercial operations in 2002. Bastrop is
connected to the Kinder Morgan Texas Pipeline and Enterprise Texas
Pipeline LLC, and receives firm gas transportation of up to 75,000
million Btu per day (mmBtu/day). The power plant is equipped with
two GE 7FA natural gas-fired gas turbines and a Toshiba DF-408
steam turbine.
Paris is a 248 MW gas-fired peaking facility that provides service
in Lamar County, Texas. The power plant has been in operation since
1990. It is connected to and receives natural gas from the Natural
Gas Pipeline Co. of America, an interstate pipeline system owned by
Kinder Morgan. Paris uses two GE 7EA gas turbines and a GE SAC-STAG
steam turbine.
GE and Toshiba turbines deployed by the two power plants have a
proven track record with operational data for several decades.
Major Oak Power LLC (Twin Oaks) is a 308-MW coal-fired baseload
power plant in Robertson County, Texas. It achieved commercial
operations in 1991 and is equipped with two circulating fluidized
bed boilers and two steam turbines. Adjacent to the power plant is
an open-pit coal mine, Walnut Creek, which provides at-cost coal to
the plant and is part of the collateral package.
Mesquite Generation Holdings LLC (Mesquite) plans to repay $50
million of its $275 million term loan B (TLB) outstanding and
distribute $85 million to its financial sponsor, Armadillo Power
LLC.
The affirmation of the 'B' rating on Mesquite's senior secured TLB
follows the amendment of the credit agreement that the project
announced Nov. 28, 2022. The agreement allows the project to make
tax distributions to its financial sponsor Armadillo Power LLC
subject to the target debt balance and minimum EBITDA requirements.
The amendment will also result in an immediate $50 million debt
paydown and one-time $85 million distribution to the sponsor.
Given that power prices in ERCOT have increased by more than 60%
compared with the previous year, Mesquite accumulated a large
amount of cash on its balance sheet. Based on the upward movement
in the forward curve, we now expect cash flow available after debt
service will average $80 million-$100 million per year. S&P's
forecast a minimum DSCR of 2.2x in the post-refinancing period.
S&P said, "We now expect a loan balance outstanding of about $130
million at maturity in March 2026. However, we don't view
refinancing risk as a material constraint to the rating because our
estimated project life coverage ratio is above 3x, which we
consider high.
"The stable outlook reflects our expected minimum DSCR of 2.2x in
December 2027 supported by the debt paydown of $50 million and our
expected excess cash sweep of about $40 million in 2023.
Significant improvement of forward power prices in ERCOT supports
the project's deleveraging.
"We could take a negative rating action if power price volatility
in ERCOT results in the minimum DSCR falling below 1.5x.
"We could take a positive rating action if the project maintains
minimum DSCR above 2.25x in all years; its downside resilience
improves such that it is commensurate with a 'bb' resilience
stress; and the project does not add material debt."
MICHAEL JAY FLESHER: $22K Sale of Fitzgerald Property to Wests OK'd
-------------------------------------------------------------------
Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle
District of Georgia authorized Michael Jay Flesher's private sale
of the real property known as 930 N. Merrimac Drive Extension, in
Fitzgerald, Georgia 31750, to Tiffany C. West and Michael E. West
for $22,000.
The Debtor is authorized to pay any pro-rated ad-valorem taxes and
any other incidental costs at closing if said charges arise.
The net sales proceeds will be held in the trust account of the
Debtor's attorney until further order from the Court.
The Debtor may sign any document necessary to effectuate the sale
of the Property pursuant to Fed.R.Bankr.P. 6004(g)(2).
The 14-day stay period set forth in Fed.R.Bankr.P. 6004(h) is
waived and inapplicable.
Michael Jay Flesher sought Chapter 11 protection (Bankr. M.D. Ga.
Case No. 22-50787) on July 20, 2022. The Debtor tapped Robert
Matson, Esq., at Akin, Webster & Matson, P.C. as counsel.
MICHAEL JAY FLESHER: Sale of 2013 Dodge Durango to Stepmother OK'd
------------------------------------------------------------------
Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle
District of Georgia authorized Michael Jay Flesher's sale of
interest in a 2013 Dodge Durango to Shellia A. Flesher for no
consideration.
The Buyer was married to the Debtor's father.
The Debtor may sign any document necessary to effectuate the sale
of the Property pursuant to Fed.R.Bankr.P. 6004(g)(2).
The 14-day stay period set forth in Fed.R.Bankr.P. 6004(h) is
waived and inapplicable.
Michael Jay Flesher sought Chapter 11 protection (Bankr. M.D. Ga.
Case No. 22-50787) on July 20, 2022. The Debtor tapped Robert
Matson, Esq., at Akin, Webster & Matson, P.C. as counsel.
MOBILESMITH INC: Proposes Auction of All Physical Tangible Assets
-----------------------------------------------------------------
Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division, approved
MobileSmith, Inc.'s sale of all physical tangible assets, comprised
of personal property in the form of office furniture, including
desks, conference room furniture, break room furniture and office
equipment, including computers, servers, and general office
supplies.
The Debtor reports that it does not have funds to keep these assets
insured or to pay storage of these items and needs to quit its
current leased premises. Therefore, it has determined that it will
be necessary to liquidate these Sale Assets in order to preserve
the estate's interest and the interest of creditors.
The Debtor has determined that the best method to liquidate the
Sale Assets and to expedite the process would be through a public
auction. It has engaged Johnson Properties Realtors & Auctioneers,
Inc. for this purpose and plans to conduct an online auction of the
property. It has filed separate Motions and Notice to seek
authority to implement this plan.
The the Debtor proposes to sell the Sale Assets free and clear of
all liens, encumbrances, rights, interests and claims of record.
The Motion sets forth the following known lien claims: the lien
securing the claim of Comerica Bank and the lien securing the claim
of Hyposwiss Private Bank Geneva Ltd.
After the payment of the costs of sale and compensation to the
auctioneer, the Debtor submits that the liens of lienholders will
attach to the net proceeds subject to later distribution. The
deadline to respond has now passed and no objections have been
filed to the allowance of the Motion.
The gross proceeds of the sale will be subject the payment of the
reasonable, necessary costs and expenses of preserving, or
disposing of such property, to the extent of any benefit to the
holder of an allowed secured claims as provided for by Section
506(c), with such costs and expenses: (i) subject to the approval
of the Court; and (ii)limited to the approved compensation and
expenses of the Auctioneer.
The Debtor asks that its Auctioneer will be authorized to pay its
commission and expenses, subject to final approval by the Court,
before remitting the net proceeds to the counsel for the Debtor;
and that the net proceeds remaining after the payment of these
costs of sale will be turned over to the counsel for the Debtor.
The counsel will hold these funds in trust subject to further
orders of this Court regarding their distribution and/or
confirmation of the Plan.
About MobileSmith Inc.
MobileSmith Inc. -- https://www.mobilesmith.com -- is a leader in
the digital health and mobile development sector.
MobileSmith Inc. filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02319) on October
12, 2022. In the petition filed by Gleb Mikhailov, as chief
financial officer and chief executive officer, the Debtor reported
assets between $100 million and $500 million and liabilities
between $1 million and $10 million.
The Debtor is Represented by J.M. Cook of J.M. Cook, P.A.
MONARCH PCM: Auction of $1.8-Mil. Assets Set for December 13
------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Monarch PCM, LLC's bidding procedures
with respect to the sale of assets to Acella Holdings, LLC, for
$1.8 million, subject to adjustments, subject to overbid.
The Debtor is authorized to take any and all actions necessary to
implement the Bid Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 9, 2022, at 12:00 noon (CT)
b. Initial Bid: The aggregate consideration must equal or be
greater than $2.08 million.
c. Deposit: Not less than $280,000
d. Auction: If a Qualified Bid other than the Purchaser's Bid
is timely received, the Auction will be held on Dec. 13, 2022 at
10:00 a.m.(CT), at the offices of Frost Brown Todd LLC, 2101 Cedar
Springs Rd, Rosewood Court Suite 900, Dallas, TX 75201.
e. Bid Increments: $50,000
f. Sale Hearing: Dec. 16, 2022, at 10 a.m. (CT)
g. Sale Objection Deadline: Dec. 14, 2022 at 12:00 p.m. (CT)
The sale of the Assets will be on an "as is, where is" basis and
without representations or warranties of any kind, nature, or
description. It will also be free and clear of all Interests, with
such Interests to attach to the net proceeds of the sale.
Not later than three days after entry of the Order, the Debtor will
cause the Auction and Sale Notice upon Sale Notice Parties.
The Purchaser is granted a Break-Up fee equal to the sum of (i)
$54,000 and (ii) all reasonable, actual attorneys' fees and
expenses incurred beginning on the Petition Date, not to exceed
$46,000, such fee payable in the event the Court fails to approve a
sale to the Purchaser and instead approves a sale of some or all of
the Assets to an entity that has submitted a Qualified Bid and such
sale closes. The Break Up Fee will be payable at the closing of
the sale in connection with such Bid from the first proceeds of
such sale without further order of the Court.
If the Purchaser elects to participate in bidding at the Auction,
the amount of the Break-Up Fee will be added to its Bid in
determining whether its bid is a higher and better offer for the
Assets. The Purchaser will have the right, but not the obligation,
in its sole and absolute discretion, to match bids made by any
Qualified Overbidder.
Notwithstanding the possible applicability of Bankruptcy Rule
6004(h), the Order will be immediately effective and enforceable
upon its entry.
A copy of the Bidding Procedures is available at
https://tinyurl.com/2p8ur3tu from PacerMonitor.com free of charge.
About Monarch PCM
Monarch PCM, LLC is a Fort Worth-based company engaged in the
business of pharmaceutical and medicine manufacturing.
Monarch PCM filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 22-42687) on Nov. 7,
2022, with up to $10 million in assets and up to $50 million in
liabilities. Behrooz P. Vida has been appointed as Subchapter V
trustee.
Judge Mullin oversees the case.
Mark A. Platt, Esq., at Frost Brown Todd, LLC, is the Debtor's
legal counsel.
MONARCH PCM: Sets Bid Procedures for Substantially All Assets
-------------------------------------------------------------
Monarch PCM, LLC, seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas of proposed bidding and sale
procedures in connection with the sale of substantially all assets
to Acella Holdings, LLC, for $1.8 million cash, subject to
adjustment for Cure Costs, subject to overbid.
Due to the challenging regulatory and economic conditions facing
pharmaceutical companies, which were exacerbated during the
COVID-19 pandemic, the Debtor's business has faced a marked
downturn over the past several years. The Debtor began marketing
its assets in February 2022 by retaining Edward Moore, member of
Frost Brown Todd, the same law firm that is its proposed counsel in
its Chapter 11 Case.
Prior to the Petition Date, the Debtor had direct conversations
with several potential purchasers of the Assets, and ultimately
executed the Stalking Horse Agreement with the Stalking Horse
Bidder. It has determined that implementing the Bidding Procedures
and providing a definite deadline for potential bids and an Auction
is the best method to obtain bids for the Assets that will maximize
the value of its estate.
The Debtor has filed the Motion on an expedited basis to ensure it
is able to complete the sale of the Assets in a timely and
efficient manner. It has limited funds to administer the case,
thus, imperative to conclude a sale process within an expedited
time frame.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 9, 2022, at 10:00 a.m. (CT)
b. Initial Bid: The aggregate consideration must equal or be
greater than $2.08 million.
c. Deposit: Not less than $280,000
d. Auction: The Auction will commence on Dec. 13, 2022, at
10:00 a.m.at 10:00 a.m. (CT) at the offices of Frost Brown Todd
LLC, 2101 Cedar Springs Rd, Rosewood Court Suite 900, Dallas, TX
75201.
e. Bid Increments: $50,000
f. Sale Hearing: Dec. 16, 2022, at 10:00 a.m. (CT)
g. Sale Objection Deadline: Dec. 14, 2022, at 12:00 p.m. (CT)
h. Closing: Dec. 30, 2022
i. Break-Up Fee Added to Bid of Stalking Horse Bidder: The
Break-Up fee will be equal to the sum of (i) $54,000 and (ii) all
reasonable, actual attorneys' fees and expenses incurred by the
Purchaser beginning on the Petition Date, not to exceed $46,000.
The Debtor also seeks authority to assume and assign Executory
Contracts in accordance with the Assignment Procedures as part of a
Sale Transaction. It may amend or supplement the Cure Schedule as
necessary. It will serve a copy of the Cure Schedule, together
with the Assumption/Assignment Notice, on each of the non-debtor
counterparties to the agreements listed on the Cure Schedule.
Lastly, the Debtor requests that, upon entry of a Sale Order, the
Court waives the 14-day stay requirements of Bankruptcy Rules
6004(h) and 6006(d).
A copy of the Bidding Procedures is available at
https://tinyurl.com/ydctdezf from PacerMonitor.com free of charge.
The Purchaser:
ACELLA HOLDINGS, LLC
1880 McFarland Parkway
Suite 110
Alpharetta, GA 30005
Attn: Legal Department
E-mail: legal@acellapharma.com
- and -
NELSON MULLINS RILEY & SCARBOROUGH LLP
One Financial Center
Suite 3500
Boston, MA 02111
Attn: Peter Haley
E-mail: peter.haley@nelsonmullins.com
About Monarch PCM
Monarch PCM, LLC is a Fort Worth-based company engaged in the
business of pharmaceutical and medicine manufacturing.
Monarch PCM filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 22-42687) on Nov. 7,
2022, with up to $10 million in assets and up to $50 million in
liabilities. Behrooz P. Vida has been appointed as Subchapter V
trustee.
Judge Mullin oversees the case.
Mark A. Platt, Esq., at Frost Brown Todd, LLC, is the Debtor's
legal counsel.
MURPHY OIL: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB+
--------------------------------------------------------------
Egan-Jones Ratings Company, on November 18, 2022, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Murphy Oil Corporation to BB+ from BB.
Headquartered in El Dorado, Arkansas, Murphy Oil Corporation is an
independent exploration and production company that conducts its
business through various operating subsidiaries.
NEPHROS INC: Posts $3.2 Million Net Loss in Third Quarter
---------------------------------------------------------
Nephros, Inc. reported a net loss of $3.15 million on $2.41 million
of total net revenues for the three months ended Sept. 30, 2022,
compared to a net loss of $1.16 million on $2.58 million of total
net revenues for the three months ended Sept. 30, 2021, as
disclosed in a Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $6.26 million on $7.42 million of total net revenues
compared to a net loss of $2.83 million on $7.50 million of total
net revenues for the same period last year.
As of Sept. 30, 2022, the Company had $11.33 million in total
assets, $1.75 million in total liabilities, and $9.58 million in
total stockholders' equity.
At Sept. 30, 2022, the Company had an accumulated deficit of $142.0
million and the Company expects to incur additional operating
losses from operations until such time, if ever, that it is able to
increase product sales and/or licensing revenue to achieve
profitability.
Nephros said, "Based on cash that is available for our operations
and projections of our future operations, we believe that our
existing cash resources together with our anticipated revenue, will
be sufficient to fund our current operating plan through at least
the next 12 months from the date of issuance of the condensed
consolidated financial statements in this Quarterly Report on Form
10-Q. Additionally, our operating plans are designed to help
control operating costs, to increase revenue and to raise
additional capital until such time as we generate sufficient cash
flows to fund operations. If there were a decrease in the demand
for our products due to either economic or competitive conditions,
or if we are otherwise unable to achieve our plan or achieve our
anticipated operating results, there could be a significant
reduction in liquidity due to our possible inability to cut costs
sufficiently. In such event, the Company may need to take further
actions to reduce its discretionary expenditures, including further
reducing headcount, reducing spending on R&D projects and reducing
other variable costs."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1196298/000149315222032511/form10-q.htm
About Nephros
South Orange, New Jersey-based Nephros, Inc. -- www.nephros.com --
is a commercial-stage company that develops and sells water
solutions to the medical and commercial markets.
Nephros reported a net loss of $3.87 million for the year ended
Dec. 31, 2021, a net loss of $4.53 million for the year ended Dec.
31, 2020, a net loss of $3.18 million for the year ended Dec. 31,
2019, and a net loss of $3.32 million for the year ended Dec. 31,
2018. As of Sept. 30, 2022, the Company had $11.20 million in
total assets, $1.62 million in total liabilities, and $9.58 million
in total stockholders' equity.
NICAS GROUP: Rocket Homes Buying Des Moines Property for $970K
--------------------------------------------------------------
Nicas Group Capital, LLC, asks approval from the U.S. Bankruptcy
Court for the Middle District of Georgia to sell the real property
located at 28132 8th Avenue South, in Des Moines, WA 98198, to
Rocket Homes Solutions, LLC, for $970,000.
A hearing on the Motion is set for Dec. 20, 2022, at 11:00 a.m.
The Debtor owns the Property.
There is a mortgage lien in first priority position on the
Property, which is held by Finance of America Commercial, LLC as
servicer for Wilmington Savings Fund Society, FSB not in its
individual capacity but solely as owner trustee on behalf of ANTLR
Mortgage Trust 2021-RTL1. The Secured Creditor's claim is listed
in the Debtor's Schedule D as $959,174.40.
Hannibal Construction, Inc. filed a claim of lien against the
Property in the King County, Washington real estate records for
labor, services, materials, or equipment. Hannibal and the Debtor
are currently in litigation regarding the claims underlying the
Hannibal Lien and the Debtor listed Hannibal's claims as
contingent, unliquidated, and disputed in Schedule D at $521,030.
The Debtor is not aware of any other creditors asserting liens on
the Property.
The Debtor requests entry of an order, authorizing it to sell the
Property on the terms set forth in the Purchase Agreement free and
clear of liens, claims, and encumbrances, with all alleged liens or
security interests of the Secured Creditor and Hannibal attaching
to the proceeds of the sale.
As shown in the Real Estate Purchase Agreement, the Debtor proposes
to sell the Property for $970,000 to the Buyer. It submits that
the proposed purchase price amounts to fair market value for the
Property. The closing is scheduled to occur within 60 days or
sooner by mutual agreement of the parties and is subject to the
Bankruptcy Court's approval.
The Debtor will pay the Secured Creditor's claim at closing. As
Hannibal's claims are disputed, the Debtor proposes that its
counsel hold the sales proceeds in excess of closing costs and the
Secured Creditor's claim in its trust account. Its counsel will
not disburse the funds until further order from the Court.
The Debtor has determined that selling the Property pursuant to the
Purchase Agreement is in the best interests of the estate and its
creditors.
Finally, the requests that the order granting the Motion be
effective immediately by providing that the 14-day stays applicable
under Rule 6004(h) of the Bankruptcy Rules be waived.
A copy of the Agreement is available at
https://tinyurl.com/2rafrf8f from PacerMonitor.com free of charge.
About Nicas Group Capital
Nicas Group Capital, LLC -- https://www.nicasgroup.com/ -- is the
real estate arm of the Leap Family. Coming to the U.S. as refugees
from Cambodia, the Leap Family, through hard work and
perseverance,
has created several businesses including Nicas Group Capital.
Nicas Group Capital filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No.
22-30499) on Sept. 19, 2022, with as much as $10 million in both
assets and liabilities. Robert M. Matson has been appointed as
Subchapter V trustee.
Judge James P. Smith oversees the case.
The Debtor is represented by Will Bussell Geer of Rountree,
Leitman, Klein & Geer, LLC.
NORWICH ROMAN: Exclusivity Period Extended to Jan. 11
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut extended
the time The Norwich Roman Catholic Diocesan Corporation can keep
exclusive control of its Chapter 11 case, giving it until Jan. 11,
2023, to file a bankruptcy plan and until March 13, 2023, to
solicit votes on that plan.
The ruling allows Norwich to pursue its own plan for emerging from
Chapter 11 protection without the threat of a competing plan from
creditors.
Norwich will use the extension to continue to engage in mediation
of plan-related issues and negotiate the terms of a consensual
plan.
About The Norwich Roman Catholic
Diocesan Corporation
The Norwich Roman Catholic Diocesan Corporation is a nonprofit
corporation that gives endowments to parishes, schools, and other
organizations in the Diocese of Norwich, a Latin Church
ecclesiastical territory or diocese of the Catholic Church in
Connecticut and a small part of New York.
The Norwich Roman Catholic Diocesan Corporation sought Chapter 11
protection (Bankr. D. Conn. Case No. 21-20687) on July 15, 2021,
with $10 million to $50 million in assets against liabilities of
more than $50 million. Judge James J. Tancredi oversees the case.
The Debtor tapped Ice Miller, LLP, Robinson & Cole, LLP and Gellert
Scali Busenkell & Brown, LLC as bankruptcy counsel, Connecticut
counsel and special counsel, respectively. Epiq Corporate
Restructuring, LLC is the claims and noticing agent.
On July 29, 2021, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in the Chapter 11 case.
The committee tapped Zeisler & Zeisler, PC as its legal counsel.
OMNIQ CORP: 2 Cities Select Q Shield AI-Based System to Beat Crime
------------------------------------------------------------------
OMNIQ Corp. said it has been selected by the Cities of Brooklet,
Georgia and Ellsworth, Iowa, to deploy its Q Shield vehicle
recognition systems (VRS) technology and its cloud based citation
management platform. This technology identifies any vehicle
driving through the city which is on a National Crime Information
Center (NCIC) data base or the cities' local Bureau of
Investigations Database and cites violators who drive through the
city with outstanding traffic violations, as well as other alerts
such as unregistered vehicles.
Q Shield, OMNIQ's AI-based machine vision VRS solution uses
patented Neural Network algorithms that imitate human brains for
pattern recognition and decision-making. More than 17,000 OMNIQ AI
based machine vision sensors are installed worldwide, including
approximately 7,000 in the U.S. Based on superior accuracy and
patented features like identification of make and color combined
with superior accuracy based on the sophisticated algorithm and
machine learning that largely depends on accumulated data provided
by thousands of sensors already deployed.
Shai Lustgarten, CEO commented "Following our initial success with
the City of Adrian, GA our first Q Shield deployment, we have seen
significant interest in our solution. This success produced a
rapid adoption of 12 cities utilizing Q-Shield in less than a year.
We are honored to be selected by the Cities of Brooklet, GA and
Ellsworth IA, bringing our number of deployed cities to 14. We
look forward to improving the everyday lives of the local citizens
by creating safer cities with an unbiased approach. Our core
strategy for Q Shield remains to take care of today's problems
while preventing tomorrow's disasters."
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq reported a net loss of $13.14 million for the year ended Dec.
31, 2021, a net loss of $11.50 million for the year ended Dec. 31,
2020, and a net loss attributable to the company's common
stockholders $5.31 million. As of Sept. 30, 2022, the Company had
$70.34 million in total assets, $77.91 million in total
liabilities, and a total deficit of $7.56 million.
OUR CITY MEDIA: Seeks to Hire Furr and Cohen as Bankruptcy Counsel
------------------------------------------------------------------
Our City Media of Florida, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Furr and Cohen, PA as its counsel.
The firm will render these legal services:
(a) advise the Debtor with respect to its powers and duties in
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 negotiations with creditors in the
preparation of a plan.
The hourly rates of the firm's counsel and staff are as follows:
Robert C. Furr $675
Alvin S. Goldstein $525
Alan R. Crane $525
Marc P. Barmat $525
Jason S. Rigoli $425
Jonathan Crane $250
Paralegals $175
The firm received a retainer of $25,000 from the Debtor.
Robert Furr, Esq., an attorney at Furr and Cohen, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert C. Furr, Esq.
Furr and Cohen, PA
2255 Glades Road, Suite 419A
Boca Raton, FL 33431
Telephone: (561) 395-0500
Facsimile: (561) 338-7532
Email: rfurr@furrcohen.com
About Our City Media of Florida
Our City Media of Florida, LLC publishes several editions of local
community news magazines throughout South Florida.
Our City Media of Florida sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18896) on Nov.
17, 2022, with $154,782 in total assets and $2,154,633 in total
liabilities. Terrance P. Jaillet, president of Our City Media of
Florida, signed the petition.
Judge Scott M. Grossman oversees the case.
Robert Furr, Esq., at Furr Cohen, PA serves as the Debtor's legal
counsel.
PACIFIC GREEN: Eric Prouty Resigns as Director
----------------------------------------------
Eric Prouty resigned as a non-executive director from the board of
directors of Pacific Green Technologies Inc., effective Nov. 14,
2022.
Mr. Prouty's resignation did not result from any disagreement with
the Company regarding its policies, practices, or otherwise,
according to a Form 8-K filed with the Securities and Exchange
Commission.
About Pacific Green Technologies
Pacific Green Technologies, Inc. is focused on addressing the
world's need for cleaner and more sustainable energy. The Company
offers Battery Energy Storage Systems and Concentrated Solar Power
energy solutions to compliment its marine environmental
technologies division.
Pacific Green reported a net loss of $10.75 million for the year
ended March 31, 2022, compared to a net loss of $1.81 million for
the year ended March 31, 2021, and a net loss of $10.38 million for
the year ended March 31, 2020. As of June 30, 2022, the Company
had $32.03 million in total assets, $16.34 million in total
liabilities, and $15.68 million in total equity.
PBF ENERGY: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB-
--------------------------------------------------------------
Egan-Jones Ratings Company, on November 18, 2022, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by PBF Energy Inc. to BB- from B.
Headquartered in Parsippany-Troy Hills, New Jersey, PBF Energy Inc.
operates as an independent petroleum refiner and supplier.
PENTECOSTAL ASSEMBLIES: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of Pentecostal Assemblies, Inc., according to court
dockets.
About Pentecostal Assemblies
Pentecostal Assemblies, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18288) on Oct.
26, 2022, with up to $50,000 in assets and up to $500,000 in
liabilities. Judge Scott M. Grossman oversees the case.
Edward M. Shahady, PA is the Debtor's legal counsel.
PG&E CORP: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on November 17, 2022, retained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by PG&E Corporation.
EJR also retained its 'B' rating on commercial paper issued by the
Company.
Headquartered in San Francisco, California, PG&E Corporation is a
holding company that holds interests in energy-based businesses.
PHASEBIO PHARMACEUTICALS: Chiesi Buying Bentracimab-Related Assets
------------------------------------------------------------------
PhaseBio Pharmaceuticals, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to approve proposed bidding procedures
relating to the sale of substantially all of its
bentracimab-related assets to Chiesi Farmaceutici S.p.A., subject
to overbid.
The Stalking Horse Bidder proposes to acquire the Acquired Assets
for (i) cash of $40 million ("Upfront Payment"); (ii) additional
cash of up to $30 million upon achievement of FDA "Accelerated
Approval" of bentracimab subject to potential offsets; (iii) cash
of up to $30 million upon achievement of FDA "Full Approval" of
bentracimab subject to potential offsets, provided that if
Accelerated Approval is not previously achieved, it will be deemed
to be achieved immediately upon achievement of the "Full Approval,"
in each case, subject to potential offsets; (iv) satisfaction of
cure amounts in connection with the assumption and assignment of
designated executory contracts and leases; (v) assumption of
agreed-upon liabilities; and (vi) entry into a transition services
agreement.
The Debtor has been pursuing development of its lead product
candidate, bentracimab (also known as PB2452), since November 2017.
Bentracimab is a novel reversal agent for the antiplatelet drug
ticagrelor. Ticagrelor is marketed and sold by AstraZeneca under
the brand name "Brilinta," and is widely prescribed to reduce the
rates of death, heart attack and stroke in patients with acute
coronary syndrome, or who have previously experienced a heart
attack.
Based on feedback from the U.S. Food and Drug Administration, the
Debtor intends to seek approval of bentracimab in the United States
through an accelerated approval process to treat patients who
present with uncontrolled bleeding or require surgery. The Debtor
is currently targeting submission of a biologics license
application to the FDA for bentracimab in mid-2023.
Pursuant to the Motion, the Debtor seeks authority to market and
sell substantially all of its bentracimab-related assets to the
Stalking Horse Bidder or to a winning bidder submitting a higher or
otherwise best offer at the Auction for the Acquired Assets.
On Oct. 31, 2022, the Debtor filed its Complaint for
Recharacterization and Declaratory Relief to expeditiously resolve
an ongoing dispute with SFJ Pharmaceuticals X, Ltd. regarding its
bentracimab-related assets. The Adversary Complaint seeks a
determination by the Court that (a) SFJ's investment with the
Debtor under the CDA constitutes an equity contribution; (b) the
security interest purporting to secure the Debtor's obligations
under the CDA, including to pay the Contingent Return-On-Investment
Payments on SFJ's equity contributions, is invalid; and that (c)
the clinical trial and related data associated with its bentracimab
drug program ("Trial Data Package") is property of the Debtor's
estate.
In addition to its bentracimab drug program and related assets
(i.e., the Acquired Assets), the Debtor's assets include other
products, drug candidates, technology, and related assets (i.e.,
the Non-Bentracimab Assets).
On Oct. 3, 2022, the Debtor obtained financing from JMB, which
allowed the Debtor to avoid a potential default with its previous
pre-petition lender, finalize preparations for its chapter 11
filing, and enable it to conduct a competitive process for a
stalking horse bidder.
On Oct. 13, 2022, with assistance from Miller Buckfire and other
advisors, the Debtor received a Non-Binding Proposal for the
Acquired Assets from the Stalking Horse Bidder, a large,
well-capitalized pharmaceutical company. The terms of the Stalking
Horse Bid were ultimately executed by the Debtor on Oct. 17, 2022.
On Nov. 4, 2022, the parties executed the Stalking Horse APA,
which, subject to this Court's approval, outlines the terms by
which Chiesi will be designated the Stalking Horse Bidder.
Under the terms of the Stalking Horse APA, the Stalking Horse
Bidder proposes to acquire the Acquired Assets for (i) cash of $40
million; (ii) additional cash of up to $30 million upon achievement
of FDA "Accelerated Approval" of bentracimab subject to potential
offsets; (iii) cash of up to $30 million upon achievement of FDA
"Full Approval" of bentracimab subject to potential offsets,
provided that if Accelerated Approval is not previously achieved,
it will be deemed to be achieved immediately upon achievement of
the "Full Approval," in each case, subject to potential offsets;
(iv) satisfaction of cure amounts in connection with the assumption
and assignment of designated executory contracts and leases; (v)
assumption of agreed-upon liabilities; and (vi) entry into a
transition services agreement.
The Stalking Horse APA includes various representations, warranties
and covenants by and from the Debtor and the Stalking Horse Bidder.
It also includes provisions for the Break-Up Fee of $2 million and
Expense Reimbursement of up to $750,000 and other Stalking Horse
Bid Protections, a good faith deposit into escrow with the Escrow
Agent in an amount equal to $4 million, certain conditions to the
closing of the contemplated Sale, and customary termination rights.
The Stalking Horse Bid is additionally subject to, among other
things, the transfer of the Acquired Assets free and clear of all
liens, claims and encumbrances.
JMB has consented to the Sale and the Additional Sale free and
clear of its liens, with its liens to attach to the proceeds of
each sale. SFJ's purported interest in the Acquired Assets and
the Non-Bentracimab Assets is subject to a bona fide dispute within
the meaning of section 363(f)(4).
In connection with the filing of the Bidding Procedures, Miller
Buckfire has launched a robust postpetition marketing process,
which will include the parties contacted in the earlier prepetition
process and additional potential interested parties, including SFJ.
The Debtor, with the assistance of its advisors, will continue
marketing the Debtor's Acquired Assets and the Non-Bentracimab
Assets to potential buyers.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 9, 2022, at 5:00 p.m. (ET)
b. Initial Bid: At least: (i) the Purchase Price provided for
in the Stalking Horse APA, plus (ii) the Breakup fee and the
Expense Reimbursement (with such amounts to be paid in cash), plus
(iii) the initial bid increment of $1 million in cash
c. Deposit: 10% of the amount of the proposed purchase price
d. Auction: The Auction will take place beginning at 10:00
a.m. (ET) on Dec. 12, 2022, at the offices of Cooley LLP located at
1299 Pennsylvania Avenue, NW, Suite 700, Washington DC 20004, or
such later date, time and location as designated by the Debtor,
after providing notice to the Notice Parties.
e. Bid Increments: $500,000
f. Sale Hearing: Dec. 15, 2022, at (TBD) (ET)
g. Sale Objection Deadline: Dec. 14, 2022, at 4:00 p.m. (ET)
h. Closing: On or prior to Dec. 21, 2022
i. Credit Bidding: The DIP Lender is authorized to submit a
credit bid for the purchase of all of the collateral on which such
DIP Lender holds a valid, perfected, and unavoidable lien up to the
amount of the outstanding balance under the DIP Facility.
j. The Bidding Procedures Order seeks relief from the 14-day
stay imposed by Bankruptcy Rule 6004(h).
The Debtor also requests approval of the notice of the Bidding
Procedures, Auction, the Sale, the Additional Sale, and the Sale
Hearing. Within five days following entry of the Bidding
Procedures Order, or as soon as reasonably practicable thereafter,
the Debtor will cause the Sale Hearing Notice to be served on the
Notice Parties.
To facilitate the Sale and the Additional Sale, the Debtor seeks
authority to assume and assign to any Successful Bidder the
Assigned Contracts and the Separately Assigned Contracts (as
applicable) in accordance with the Assumption Procedures. By no
later than three business days after the entry of the Bidding
Procedures Order, the Debtor will serve the Contract Assumption
Notice.
A copy of the Bidding Procedures is available at
https://tinyurl.com/59wmtudc from PacerMonitor.com.
About PhaseBio Pharmaceuticals
PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is
focused on the development and commercialization of novel
therapies
to treat orphan diseases, with an initial focus on cardiopulmonary
indications.
PhaseBio Pharmaceuticals filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on
Oct. 24, 2022. In the petition filed by Jonathan Mow, as chief
executive officer, the Debtor reported $17,970,000 in assets and
$21,320,000 in debt as of Aug. 31, 2022.
The Debtor tapped COOLEY LLP as lead bankruptcy counsel; RICHARDS,
LAYTON & FINGER, P.A., as Delaware bankruptcy counsel;
SIERRACONSTELLATION PARTNERS LLC as financial advisor; and MILLER
BUCKFIRE & CO. as investment banker. OMNI AGENT SOLUTIONS is the
claims agent.
JMB Capital Partners Lending, LLC, as DIP lender, is represented
by
Robert M. Hirsh, Esq. and Jordana L. Renert, Esq. at Lowenstein
Sandler LLP.
PHASEBIO PHARMACEUTICALS: Seeks Okay to Hire Restructuring Advisor
------------------------------------------------------------------
PhaseBio Pharmaceuticals, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ
SierraConstellation Partners, LLC to serve as restructuring advisor
and to provide the Debtor with a chief restructuring officer (CRO)
and additional personnel.
Sierra will render these services:
(a) prepare and negotiate any cash collateral and/or Debtor in
Possession (DIP) cash flow forecast and resultant cash and/or
financing requirements;
(b) assist and support the Debtor in identifying, negotiating,
and closing DIP financing;
(c) provide oversight and assistance with the preparation of
financial information for distribution to creditors and others;
(d) communicate with lenders directly regarding financial
performance, strategy, and/or other topics relevant to the scope of
this assignment;
(e) evaluate and make recommendations in connection with
strategic alternatives as needed to maximize the value of the
Debtor;
(f) evaluate the cash generation capabilities of the Debtor
for valuation maximization opportunities;
(g) provide oversight and assistance in connection with
communications and negotiations with constituents; and
(h) subject to the direction and instruction of the Board.
The hourly rates of Sierra's professionals are as follows:
Lawrence Perkins, CRO $895
Partners $750 - $1,005
Managing Directors $640 - $725
Senior Directors $580 - $640
Directors $445 - $580
Senior Associates and Associates $350
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the Debtor provided Sierra retainer
payments in the amount of $295,000.
Lawrence Perkins, founder and chief executive officer of
SierraConstellation Partners, disclosed in a court filing that the
firm is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Lawrence R. Perkins
SierraConstellation Partners, LLC
355 S. Grand Ave., Suite 1450
Los Angeles, CA 90071
Telephone: (213) 289-9060
Facsimile: (213) 402-3548
Email: info@sierraconstellation.com
About PhaseBio Pharmaceuticals
PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is
focused on the development and commercialization of novel therapies
to treat orphan diseases, with an initial focus on cardiopulmonary
indications.
PhaseBio Pharmaceuticals filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on
Oct. 24, 2022. In the petition filed by its chief executive
officer, Jonathan Mow, the Debtor reported $17,970,000 in assets
and $21,320,000 in debt as of Aug. 31, 2022.
The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards,
Layton & Finger, PA as Delaware bankruptcy counsel;
SierraConstellation Partners, LLC as financial advisor; KPMG, LLP
as tax consultant; and Miller Buckfire & Co. as investment banker.
Omni Agent Solutions is the claims, noticing and administrative
agent.
PHASEBIO PHARMACEUTICALS: Seeks to Hire Cooley LLP as Lead Counsel
------------------------------------------------------------------
PhaseBio Pharmaceuticals, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Cooley LLP
as its lead counsel.
Cooley will render these services:
(a) advise the Debtor of their rights, powers, and duties
under Chapter 11 of the Bankruptcy Code;
(b) prepare, on behalf of the Debtor, all necessary legal
papers be filed in this case;
(c) advise the Debtor concerning, and prepare responses to,
legal papers that may be filed and served in this case;
(d) advise the Debtor with respect to, and assist in the
negotiation and documentation of, financing agreements and related
transactions;
(e) review the nature and validity of any liens asserted
against the Debtor's property and advise the Debtor concerning the
enforceability of such liens;
(f) advise the Debtor regarding their ability to initiate
actions to collect and recover property for the benefit of their
estates;
(g) counsel the Debtor in connection with any sale of assets
and related documents;
(h) counsel the Debtor in connection with any Chapter 11 plan
and related documents;
(i) advise and assist the Debtor in connection with any
potential property dispositions;
(j) advise the Debtor concerning executory contract and
unexpired lease assumptions, assignments, and rejections;
(k) assist the Debtor in reviewing, estimating, and resolving
claims asserted against the Debtor's estates;
(l) commence and conduct litigation necessary or appropriate
to assert rights held by the Debtor, protect assets of the Debtor's
estates, or otherwise further the goal of completing its Chapter 11
plan;
(m) provide corporate, employee benefit, litigation, tax, and
other general non-bankruptcy services to the Debtor; and
(n) perform all other necessary or appropriate legal services
in connection with this case.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,175 - $1,925
Counsel $1,160 - $1,440
Associates $620 - $1,155
Paralegals $185 - $560
Professional Staff $150 - $385
In addition, the firm will seek reimbursement for expenses
incurred.
On Oct. 20, 2022, the Debtor paid Cooley a general retainer in the
amount of $500,000.
Cullen Speckhart, Esq., a partner at Cooley, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Cullen Drescher Speckhart, Esq.
Olya Antle, Esq.
Cooley LLP
1299 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004
Telephone: (202) 842-7800
Facsimile: (202) 842-7899
Email: cspeckhart@cooley.com
oantle@cooley.com
About PhaseBio Pharmaceuticals
PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is
focused on the development and commercialization of novel therapies
to treat orphan diseases, with an initial focus on cardiopulmonary
indications.
PhaseBio Pharmaceuticals filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on
Oct. 24, 2022. In the petition filed by its chief executive
officer, Jonathan Mow, the Debtor reported $17,970,000 in assets
and $21,320,000 in debt as of Aug. 31, 2022.
The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards,
Layton & Finger, PA as Delaware bankruptcy counsel;
SierraConstellation Partners, LLC as financial advisor; KPMG, LLP
as tax consultant; and Miller Buckfire & Co. as investment banker.
Omni Agent Solutions is the claims, noticing and administrative
agent.
PHASEBIO PHARMACEUTICALS: Seeks to Hire KPMG as Tax Consultant
--------------------------------------------------------------
PhaseBio Pharmaceuticals, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ KPMG LLP to
provide tax consulting services.
KPMG will render these services:
(a) provide general tax consulting on matters that may arise
for which the Debtor seeks KPMG's advice; and
(b) provide tax consulting services with respect to computing
and documenting the Employee Retention Credit (ERC).
Prior to the petition date, KPMG received $137,500 from the Debtor
for professional services performed and expenses incurred.
KPMG's hourly rates are as follows:
Partners $945 - $1,120
Senior Managers $875
Managers $875
Senior Associates $490
Associates $368
In addition, KPMG will seek reimbursement for costs and expenses
incurred.
John Sasselli, a certified public accountant and a partner at KPMG,
disclosed in court filings that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
John Sasselli
KPMG LLP
1601 Market Street
Philadelphia, PA 19103-2499
Telephone: (267) 256-7000
Facsimile: (267) 256-7200
Email: jsasselli@kpmg.com
About PhaseBio Pharmaceuticals
PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is
focused on the development and commercialization of novel therapies
to treat orphan diseases, with an initial focus on cardiopulmonary
indications.
PhaseBio Pharmaceuticals filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on
Oct. 24, 2022. In the petition filed by its chief executive
officer, Jonathan Mow, the Debtor reported $17,970,000 in assets
and $21,320,000 in debt as of Aug. 31, 2022.
The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards,
Layton & Finger, PA as Delaware bankruptcy counsel;
SierraConstellation Partners, LLC as financial advisor; KPMG, LLP
as tax consultant; and Miller Buckfire & Co. as investment banker.
Omni Agent Solutions is the claims, noticing and administrative
agent.
PHASEBIO PHARMACEUTICALS: Seeks to Tap Omni as Administrative Agent
-------------------------------------------------------------------
PhaseBio Pharmaceuticals, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Omni Agent
Solutions, Inc. as administrative agent.
Omni will render these services:
(a) assist with the preparation of the Debtor's schedules of
assets and liabilities and statement of financial affairs and
gather data in conjunction therewith;
(b) provide a confidential data room, if requested;
(c) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports, as
required;
(d) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting and
other administrative services described in the engagement
agreement.
Prior to the petition date, the Debtor provided Omni with an
advance payment in the amount of $50,000.
Omni will charge the Debtor at rates ranging from $40 to $225 per
hour, plus expenses.
Paul Deutch, executive vice president at Omni, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul H. Deutch
Omni Agent Solutions
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Telephone: (818) 906-8300
Email: pdeutch@omniagnt.com
About PhaseBio Pharmaceuticals
PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is
focused on the development and commercialization of novel therapies
to treat orphan diseases, with an initial focus on cardiopulmonary
indications.
PhaseBio Pharmaceuticals filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on
Oct. 24, 2022. In the petition filed by its chief executive
officer, Jonathan Mow, the Debtor reported $17,970,000 in assets
and $21,320,000 in debt as of Aug. 31, 2022.
The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards,
Layton & Finger, PA as Delaware bankruptcy counsel;
SierraConstellation Partners, LLC as financial advisor; KPMG, LLP
as tax consultant; and Miller Buckfire & Co. as investment banker.
Omni Agent Solutions is the claims, noticing and administrative
agent.
PHASEBIO PHARMACEUTICALS: Taps Miller Buckfire as Investment Banker
-------------------------------------------------------------------
PhaseBio Pharmaceuticals, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Miller
Buckfire & Co., LLC and its affiliate Stifel, Nicolaus & Co., Inc.,
as investment banker.
Miller Buckfire will render these services:
(a) familiarize itself with the business, operations,
properties, financial condition and prospects of the Debtor and
advise and assist the Debtor in structuring and effecting the
financial aspects of the transactions defined in the engagement
letter;
(b) assist in developing and seeking approval of the Debtor's
restructuring plan;
(c) assist in structuring any new securities to be issued
under the plan;
(d) participate or otherwise assist in negotiations with
entities or groups affected by the plan;
(e) assist in structuring and effecting any financing;
(f) identify and contact potential investors;
(g) participate or otherwise assist in negotiations with
investors;
(h) assist with any sale;
(i) identify and contact potential acquirers;
(j) participate or otherwise assist in negotiations with
acquirers;
(k) prepare and develop a Debtor sale memorandum; and
(l) consider with the Debtor the advisability of a financing
offering memorandum and if advisable prepare and develop the
financing offering memorandum.
Miller Buckfire will be compensated based on this fee and expense
structure below:
(a) Monthly fee of $100,000.
(b) Transaction fee of $2,500,000, upon a sale or
restructuring.
(c) Financing fee:
(i) the greater of $250,000 and 1 percent of the gross
proceeds of any debtor-in-possession (DIP) financing; plus
(ii) 1 percent of the gross proceeds of secured indebtedness
financing other than DIP financing; plus
(iii) 2 percent of the gross proceeds of any unsecured
indebtedness financing; plus
(iv) 3 percent of the gross proceeds of any equity or
equity-linked securities or instruments.
(d) Monthly fees paid will be credited to reduce any
transaction fee.
(e) The firm will seek reimbursement for expenses incurred.
Alexander Rohan, a managing director at Miller Buckfire, disclosed
in a court filing that the firm and its affiliate are
"disinterested persons" as that term is defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Alexander V. Rohan
Miller Buckfire & Co., LLC
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 895-1800
Facsimile: (212) 895-1853
About PhaseBio Pharmaceuticals
PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is
focused on the development and commercialization of novel therapies
to treat orphan diseases, with an initial focus on cardiopulmonary
indications.
PhaseBio Pharmaceuticals filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on
Oct. 24, 2022. In the petition filed by its chief executive
officer, Jonathan Mow, the Debtor reported $17,970,000 in assets
and $21,320,000 in debt as of Aug. 31, 2022.
The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards,
Layton & Finger, PA as Delaware bankruptcy counsel;
SierraConstellation Partners, LLC as financial advisor; KPMG, LLP
as tax consultant; and Miller Buckfire & Co. as investment banker.
Omni Agent Solutions is the claims, noticing and administrative
agent.
PHASEBIO PHARMACEUTICALS: Taps Richards Layton & Finger as Counsel
------------------------------------------------------------------
PhaseBio Pharmaceuticals, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Richards,
Layton & Finger, PA as local counsel.
The firm will render these legal services:
(a) advise the Debtor of its rights, powers, and duties under
Chapter 11 of the Bankruptcy Code;
(b) prepare legal papers;
(c) take action to protect and preserve the Debtor's estate;
(d) prepare the Debtor's disclosure statement and any related
motions, pleadings, or other documents necessary to solicit votes
of the Debtor's Chapter 11 plan;
(e) prepare the Debtor's Chapter 11 plan;
(f) prosecute on behalf of the Debtor any proposed Chapter 11
plan and seek approval of all transaction contemplated therein and
in any amendments thereto; and
(g) perform all other necessary and desirable legal services
in connection with this Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Directors $850 - $1,300
Counsel $725 - $750
Associates $425 - $700
Paraprofessionals $315
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the Debtor paid the firm total payments
in the amount of $225,000.
Daniel DeFranceschi, Esq., a director at Richards, Layton & Finger,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Daniel J. DeFranceschi, Esq.
Michael J. Merchant, Esq.
Brendan J. Schlauch, Esq.
Sarah E. Silveira, Esq.
James F. McCauley, Esq.
Richards, Layton & Finger, PA
One Rodney Square
920 N. King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
Email: defranceschi@rlf.com
merchant@rlf.com
schlauch@rlf.com
silveira@rlf.com
mccauley@rlf.com
About PhaseBio Pharmaceuticals
PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is
focused on the development and commercialization of novel therapies
to treat orphan diseases, with an initial focus on cardiopulmonary
indications.
PhaseBio Pharmaceuticals filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on
Oct. 24, 2022. In the petition filed by its chief executive
officer, Jonathan Mow, the Debtor reported $17,970,000 in assets
and $21,320,000 in debt as of Aug. 31, 2022.
The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards,
Layton & Finger, PA as Delaware bankruptcy counsel;
SierraConstellation Partners, LLC as financial advisor; KPMG, LLP
as tax consultant; and Miller Buckfire & Co. as investment banker.
Omni Agent Solutions is the claims, noticing and administrative
agent.
PHILLIP B. SCOTT: $269K Sale of Rock Island Asset to Radicle OK'd
-----------------------------------------------------------------
Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois authorized Phillip B. Scott's sale of
a tract of land in downtown Rock Island, Illinois, known as
"Cabanas," located at 414 2nd Street, in Rock Island, Illinois
61201, to Radicle Venture, LLC, for $269,000, free and clear of
liens.
The Debtor will pay the net proceeds to BankOrion as stated in the
Motion.
The Debtor is required to file a Notice of Sale within 14 days
after the sale. Such sale will occur by December 15, or if the
sale does not take place by then, the Debtor will file an updated
report within 14 days of any delay in sale or within 14 days of
cancellation of the sale if that should occur.
Phillip B. Scott sought Chapter 11 protection (Bankr. C.D. Ill.
Case No. 21-80693) on Sept. 30, 2021. The Debtor tapped Dale G.
Haake, Esq., at Katz Nowinski P.C. as counsel.
PIER 1 IMPORTS: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB
-----------------------------------------------------------------
Egan-Jones Ratings Company, on November 18, 2022, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Pier 1 Imports, Inc. to to BB from BB-.
Headquartered in Fort Worth, Texas, Pier 1 Imports, Inc. is an
importer decorative home furnishings and gifts.
PLATINUM GROUP: Posts US$8.2 Million Net Loss in FY Ended Aug. 31
-----------------------------------------------------------------
Platinum Group Metals Ltd. has filed with the Securities and
Exchange Commission its Annual Report on Form 40-F disclosing a net
loss of US$8.24 million for the year ended Aug. 31, 2022, compared
to a net loss of US$13.06 million for the year ended Aug. 31,
2021.
The Company also reported a net loss of US$7.13 million for the
year ended Aug. 31, 2020, a loss of $16.78 million for the year
ended Aug. 31, 2019, and a loss of $41.02 million for the year
ended Aug. 31, 2018.
The current year loss was lower primarily due to reduced interest
expense of US$1.7 million versus US$5.1 million in fiscal 2021.
All of the Company's US$27.8 million in debt at Aug. 31, 2021 was
paid off during fiscal 2022. General and administrative expenses
during the year were lower at US$4.3 million (Aug. 31, 2021 -
US$5.1 million). Share based compensation was also lower at US$2.2
million (Aug. 31, 2021 - US$3.2 million). The foreign exchange
gain recognized in the current year was US$0.3 million (Aug. 31,
2021 - US$0.7 million gain) due to the to the U.S. Dollar
increasing in value relative to the Canadian Dollar during the
current year.
As of Aug. 31, 2022, the Company had US$53.68 million in total
assets, US$2.12 million in total liabilities, and US$51.55 million
in total shareholders' equity.
A full-text copy of the Form 40-F is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001095052/000106299322022752/exhibit99-2.htm
About Platinum Group Metals
Headquartered in British Columbia, Canada, Platinum Group Metals
Ltd. -- http://www.platinumgroupmetals.net-- is a platinum and
palladium focused exploration, development and operating company
conducting work primarily on mineral properties it has staked or
acquired by way of option agreements or applications in the
Republic of South Africa and in Canada.
REAL BRANDS: Incurs $255K Net Loss in Third Quarter
---------------------------------------------------
Real Brands Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $254,649 on $824 of total revenue for the three months ended
Sept. 30, 2022, compared to a net loss of $304,983 on $2,490 of
total revenue for the three months ended Sept. 30, 2021.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $767,424 on $8,434 of total revenue compared to a net
loss of $1.83 million on $4,035 of total revenue for the nine
months ended Sept. 30, 2021.
As of Sept. 30, 2022, the Company had $1.19 million in total
assets, $1.84 million in total liabilities, and a total
stockholders' deficit of $654,169.
Real Brands said, "The ability of the Company to obtain necessary
financing to build its sales, brand, marketing and distribution and
fund ongoing operating expenses is uncertain. The ability of the
Company to generate sales revenue to offset the expenses and obtain
profitability is uncertain. The Company had a net loss of $767,424
and $1,835,244 for the nine months ended September 30, 2022 and
2021, respectively. These material uncertainties cast doubt on the
Company's ability to continue as a going concern. In the event the
Company's revenues do not significantly increase, the Company will
require additional financing or equity from time to time, which it
intends to obtain through the issuance of common shares, debt,
bonds, grants and other financial instruments. While the Company
has been successful in raising funds through the issuance of common
shares and obtaining debt in the past, there is no assurance that
it will be able to obtain adequate financing in the future or that
such financing will be available on acceptable terms and while the
Company believes that its revenues will increase it does not
currently expect them to generate sufficient cash in the immediate
future."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1084133/000126493122000192/realq322.htm
About Real Brands
Headquartered in North Providence, RI, Real Brands Inc.'s primary
business is hemp CBD oil/isolate extraction, wholesaling of CBD
oils and isolate, and production and sales of hemp-derived CBD
consumer brands. The Company's brand development strategy will be
to leverage existing Company resources into creating online sales,
licensing opportunities and a distribution network for proprietary
legal hemp.
Real Brands reported a net loss of $2.80 million for the year ended
Dec. 31, 2021, compared to a net loss of $6.27 million for the year
ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $1.44
million in total assets, $1.45 million in total liabilities, and a
total stockholders' deficit of $11,951.
Plantation, FL-based L&L CPAS, PA, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 6, 2022, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
REO HOLDINGS: Family Trust's Case Remanded for New Trial
--------------------------------------------------------
In the appealed case styled FAMILY TRUST SERVICES LLC ET AL., v.
GREEN WISE HOMES LLC ET AL., Case No. M2021-01350-COA-R3-CV, (Tenn.
Ct. App.), the Tennessee Court of Appeals reverses the trial
court's denial of the Plaintiffs' motion for new trial and remands
this matter to the trial court for a new trial.
On June 30, 2015, Family Trust Services, LLC, and Billy Gregory
filed a class action complaint in the Davidson County Chancery
Court, naming REO Holdings, LLC; Charles E. Walker; Jon Paul
Johnson; Julie Coone; and Merdan Ibrahim as Defendants.
On Aug. 21, 2015, the defendants, REO; Mr. Walker; Mr. Johnson; Ms.
Coone; and Mr. Ibrahim, along with Nationwide Investments, LLC,
filed a motion to dismiss, asserting that the Plaintiffs lacked
standing and that their complaint failed to state a claim upon
which relief could be granted.
On Oct. 19, 2015, the Plaintiffs, Family Trust Services, LLC;
Steven Reigle; Regal Homes Co.; Billy Gregory; and John Sherrod,
filed a second amended class action complaint against the
Defendants, wherein they identified eleven separate tracts of real
property that they alleged had been fraudulently redeemed by the
Defendants.
On Sept. 30, 2019, Debra A. Irvin sought and was permitted to
intervene as a named Plaintiff in the action. Ms. Irvin alleged
that she had been defrauded by the Defendants and, as a result, had
lost over $70,000 in excess proceeds at the tax sale of her real
property. She specifically claimed that Ms. Coone, Mr. Walker, and
Mr. Johnson had executed forged or fraudulent documents in their
scheme to defraud her.
This appeal involves claims by four Plaintiffs against an attorney,
his business partner, and the attorney's and partner's limited
liability company. The Plaintiffs claim that the Defendants
fraudulently redeemed properties sold via tax sales, utilizing
forged or fraudulent documents.
Following a bifurcated jury trial conducted, the trial court
entered an order on Sept. 21, 2021, in accordance with the jury
verdict forms, finding Mr. Walker liable to Ms. Irvin for damages
in the amount of $53,450. All other claims of the Plaintiffs
against the Defendants were dismissed with prejudice.
Subsequently, the trial court denied a motion for new trial filed
by the Plaintiffs. Hence, the Plaintiffs have appealed.
After considering the trial court's comments articulated during the
motion hearing along with the statements included in its written
order denying the Plaintiffs' motion for new trial, the Appeals
Court concludes that the trial court improperly deferred to the
judgment of the jury concerning the credibility of witnesses and
the weight to be afforded to the evidence presented. The Appeals
Court finds that after questioning the truthfulness of Mr. Walker's
testimony and whether he might have committed perjury, the
chancellor appeared to defer to the jury's decision, relying on the
fact that "no error had been identified" and that the jury had
ruled in a "reasonable" manner.
In addition, the Plaintiffs assert that the trial court erred by
dismissing their claims of unjust enrichment prior to trial. The
Appeals Court notes the Defendants filed pre-trial motions seeking
judgment on the pleadings with respect to certain of Plaintiffs'
claims.
In its April 22, 2020 memorandum and order, the trial court granted
the motions regarding Plaintiffs' claims of unjust enrichment,
concluding that Plaintiffs could not sustain the claims based on
the facts alleged in the Fourth Amended Complaint. The trial court
found that "unjust enrichment claims typically arose when one party
provided valuable goods or services to another without an
enforceable contract, when there was an expectation of payment that
was not fulfilled, and when allowing the receiving party to retain
the benefit would be unjust."
The Appeals Court affirms the trial court's pre-trial determination
that judgment on the pleadings was appropriate concerning the
Plaintiffs' claims of unjust enrichment due to the absence of a
benefit voluntarily conferred upon the Defendants.
The Plaintiffs also contend that the trial court erred by declining
to recognize a common law action for intentional interference with
the right to redeem property following a tax sale.
The Appeals Court take notes of the trial court's conclusion that
"Tennessee has not recognized a civil claim of theft or conversion
of the intangible right of redemption." Given that Tennessee has
declined to recognize a claim of conversion regarding intangible
property, the Appeals Court concludes that the trial court reached
the proper result when it granted judgment on the pleadings
concerning Plaintiffs' conversion claim.
Finally, the Plaintiffs contend that the trial court erred by
granting summary judgment in favor of the Defendants respecting
claims against Mr. Johnson that were predicated on Tennessee Code
Annotated Section 66-22-113 because, according to the Plaintiffs,
Mr. Johnson "notarized certifications used to falsely attest that
forged instruments were genuine."
In this matter, the Defendants showed that Mr. Johnson was
personally acquainted with Mr. Walker and thus would have satisfied
his duties pursuant to the notary statute when notarizing Mr.
Walker's signature insofar as Mr. Walker's identity had been
established. Therefore, according to Defendants, the fact that the
Plaintiffs demonstrated that Mr. Johnson notarized Mr. Walker's
signature on pages that were attached to documents that the
Plaintiffs alleged to be fraudulent and/or forged was of no
consequence.
The Appeals Court affirms the trial court's grant of summary
judgment in favor of the Defendants with respect to the Plaintiffs'
claims concerning violation of Tennessee Code Annotated Section
66-22-113 -- the statute that establishes liability for a notary
public. Considering that the Defendants demonstrated that Mr.
Johnson notarized the signature of a person with whom he was well
acquainted and whose identity was not in question, the Appeals
Court holds that the Defendants affirmatively negated an essential
element of the Plaintiffs' claim of liability pursuant to Tennessee
Code Annotated Section 66-22-113.
Another question raised on appeal concerns whether the trial court
erred by denying Green Wise's pre-trial motion to dissolve the lien
lis pendens entered by the trial court regarding real property that
allegedly had nothing to do with Mr. Chambers or the underlying
litigation.
In this regard, the Appeals Court affirms the trial court's denial
of the Defendant company's motion to dissolve the lien lis pendens
on its property. The record establishes that Mr. Chambers filed a
lien lis pendens on Aug. 1, 2019, affecting parcels of real
property owned by Green Wise. In the abstract relative to the lien
that Mr. Chambers filed in the trial court, he reported that he
sought to secure payment of any damages awarded to him in this
action. Mr. Chambers further asserted that Mr. Walker and Mr.
Johnson had fraudulently transferred the parcels of property to
Green Wise in order to avoid paying damages to Mr. Chambers. The
Appeals Court concludes that the Plaintiffs properly stated a claim
of fraudulent transfer with respect to the real properties
referenced therein. The Court determines that the trial court did
not err by refusing to dissolve the lien until the litigation was
finally concluded.
A full-text copy of the Opinion dated Nov. 21, 2022, is available
at https://tinyurl.com/427xc2ya from Leagle.com.
About REO Holdings LLC
REO Holdings, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tenn. Case No. 16-10414) on Feb. 29, 2016. The Debtor is
represented by Thomas Harold Strawn Jr., Esq.
On May 6, 2016, the case was transferred to the U.S. Bankruptcy
Court for the Middle District of Tennessee.
On July 29, 2016, the bankruptcy court ordered the appointment of
Eva M. Lemeh as trustee. The trustee hired Manier & Herod, P.C.,
as special counsel; and Alexander Thompson Arnold PLLC as
accountant.
On Feb. 29, 2016, Charles E. Walker, who owns a 50% interest in the
Debtor, filed a voluntary petition for relief under Chapter 11 with
the U.S. Bankruptcy Court for the Western District of Tennessee
(Case No. 16-10413). On May 6, 2016, the case was transferred to
the U.S. Bankruptcy Court for the Middle District of Tennessee. On
Aug. 1, 2016, John C. McLemore was appointed to serve as the
Chapter 11 trustee for Mr. Walker.
RIGHT ON BRANDS: Incurs $96K Net Loss in Second Quarter
-------------------------------------------------------
Right On Brands, Inc. reported a net loss attributable to the
company of $96,048 on $241,111 of revenues for the three months
ended Sept. 30, 2022, compared to a net income attributable to the
company of $22,044 on $237,009 of revenues for the three months
ended Sept. 30, 2021.
For the six months ended Sept. 30, 2022, the Company reported a net
income attributable to the company of $97,753 on $549,465 of
revenues compared to a net loss attributable to the company of
$99,925 on $377,540 of revenues for the six months ended Sept. 30,
2021.
As of Sept. 30, 2022, the Company had $250,793 in total assets,
$718,968 in total liabilities, and a total stockholders' deficit of
$468,175.
Right on Brands said, "We have incurred significant operating
losses since inception and have negative cash flow from operations.
As of September 30, 2022, we had a stockholders' deficit of
approximately $15,672,000, a working capital deficit of
approximately $505,000, and incurred net income of approximately
$98,000 for the six months ended September 30, 2022. Additionally,
our operations utilized approximately $108,000 in cash during the
six months ended September 30, 2022, while we received
approximately $92,000 in cash from financing activities. As a
result, our continuation as a going concern is dependent on our
ability to obtain additional financing until we can generate
sufficient cash flows from operations to meet our obligations. We
intend to continue to seek additional debt or equity financing to
continue our operations, but there can be no assurance that such
financing will be available on terms acceptable to us, if at all."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1580262/000147793222008713/rton_10q.htm
About Right on Brands
Right on Brands, Inc.'s business is conducted through its
wholly-owned subsidiaries, Humbly Hemp, Endo Brands, and Humble
Water Company. Humbly Hemp sells and markets a line of hemp
enhanced snack foods. Humble Water Company is in a partnership
with Springhill Water Co. to develop a line of High Alkaline,
Natural Mineral Water, and a bottling and packaging facility. Endo
Brands creates and markets a line of CBD consumer products and
through ENDO Labs, a joint venture with Centre Manufacturing,
creates white label products and formulations for CBD brands.
Right On Brands is at the focus of health and wellness.
Right On Brands reported a net loss attributable to the company of
$257,016 for the year ended March 31, 2022, compared to a net loss
attributable to the company of $1.85 million for the year ended
March 31, 2021. As of June 30, 2022, the Company had $246,856 in
total assets, $618,983 in total liabilities, and a total
stockholders' deficit of $372,127.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated July 8, 2022, citing that the Company has suffered
significant losses from inception and had a significant loss from
operations. These conditions raise substantial doubt about its
ability to continue as a going concern.
RLI SOLUTIONS: Exclusivity Period Extended to Feb. 13
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
extended the time RLI Solutions Company can keep exclusive control
of its Chapter 11 case, giving the company until Feb. 13, 2023, to
file a bankruptcy plan and until April 13, 2023, to solicit votes
on that plan.
The ruling allows the company to pursue its own plan for emerging
from Chapter 11 protection without the threat of a rival plan from
creditors.
RLI will use the extension to assess all its creditors and
formulate an inclusive plan addressing their claims.
About RLI Solutions Company
RLI Solutions Company, doing business as Ronald Lane Inc., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Case No. 22-21375) on July 17, 2022, with as much as $10
million in both assets and liabilities. Christopher Lane, president
of RLI, signed the petition.
Judge Thomas P. Agresti oversees the case.
Donald R. Calaiaro, Esq., at Calaiaro Valencik is the Debtor's
legal counsel.
SC BEACH: Case Summary & Nine Unsecured Creditors
-------------------------------------------------
Debtor: SC Beach Partnership, LLC
DBA Edisto Vacay
189 Kentlands Blvd 3005
Gaithersburg, MD 20878-5446
Case No.: 22-03258
Business Description: The Debtor owns fractional tenant in
common ownership interest in 159 apartment
units of The Yachtsman Resort (Horizontal
Property Regime), located at 1304 N.
Ocean Blvd. in Myrtle Beach, SC. The value
of
Debtor's interest is $993,343.
Chapter 11 Petition Date: November 29, 2022
Court: United States Bankruptcy Court
District of South Carolina
Judge: Hon. Elisabetta Gm Gasparini
Debtor's Counsel: Julio E. Mendoza, Jr., Esq.
NEXSEN PRUET, LLC
1230 Main Street
Suite 700
Columbia, SC 29201
Tel: 803-540-2026
Fax: 803-727-1478
Email: rmendoza@nexsenpruet.com
Total Assets: $1,098,058
Total Liabilities: $2,902,370
The petition was signed by Alexander Krakovsky as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/K3D3ARA/SC_Beach_Partnership_LLC__scbke-22-03258__0001.0.pdf?mcid=tGE4TAMA
SENIOR CARE LIVING VII: Exclusivity Period Extended to Jan. 9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended the time Senior Care Living VII, LLC can keep exclusive
control of its Chapter 11 case, giving the company until Jan. 9
next year to file a bankruptcy plan.
Originally, Senior Care Living was due to file a plan on Nov. 21.
Senior Care Living will use the extension to negotiate with Baxter
Construction, a creditor and potential buyer, concerning its bid
for the company's assets.
The court earlier approved a bid process governing the sale of the
company's assets. Senior Care Living intends to ask for a new date
for the sale hearing in mid-December.
About Senior Care Living VII
Senior Care Living VII, LLC sought Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 22-00103) on Jan. 10, 2022, with up
to $50 million in both assets and liabilities.
Judge Caryl E. Delano oversees the case.
The Debtor tapped Michael C. Markham, Esq., at Johnson Pope Bokor
Ruppel & Burns, LLP as legal counsel; SC&H Group, Inc. as financial
advisor; and Brimmer Burek & Keelan, LLP, as accountant.
SPARKLES BEAUTY: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Sparkles Beauty Bar LLC to use the revenue generated by the
business to provide services to customers, for the purchase of any
goods to be sold, payment of maintenance expenses, insurance
premiums, utilities, or any other necessary business expense, and
for no other purposes.
As previously reported by the Troubled Company Reporter, the Debtor
is under the opinion that there is not any cash collateral but
sought approval for the motion in the event any creditor believes
otherwise.
The Debtor anticipates its revenue and expenses over the next six
months are expected to be more than sufficient to pay for the
purchase of any goods to be sold, payment of maintenance expenses,
insurance premiums, utilities, or any other necessary business
expense.
The Debtor disputes that any secured creditor has cash collateral
rights, as the only scheduled secured creditors are Everest
Business Funding, Fox Business Funding and Premier Capital Funding,
all for separate membership subscriptions. The Debtor does not
believe that any of the secured creditors' alleged claims include a
provision for cash collateral rights.
A copy of the order is available at https://bit.ly/3gPwT3Z from
PacerMonitor.com.
About Sparkles Beauty Bar LLC
Sparkles Beauty Bar LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bakr. D. Nev. Case No. 22-13453) on September
26, 2022. In the petition signed by Stacey Bledsoe, managing
member, the Debtor disclosed up to $500,000 in both assets and
liabilities.
Judge August B. Landis oversees the case.
Seth D. Ballstaedt, Esq., at Fair Fee Legal Services, is the
Debtor's legal counsel.
STATERA BIOPHARMA: Avenue Assigns $400K Note Portion to Silverback
------------------------------------------------------------------
Statera Biopharma, Inc. entered into the Assignment of Promissory
Note with Avenue Venture Opportunities Fund, L.P. and Silverback
Capital Corporation, pursuant to which, in consideration for a cash
payment of $400,000 by Silverback to Avenue Venture, Avenue Venture
assigned to Silverback a $400,000 portion of that certain
Promissory Note in the aggregate principal amount of $15 million
issued by the Company to Avenue Venture, dated as of April 26,
2021, pursuant to the Loan and Security Agreement, dated as of the
even date of the Original Note, by and between the Company and
Avenue Venture, as supplemented and amended.
Pursuant to the Partial Assignment, the Company issued an Amended
and Restated Convertible Note Due May 1, 2024 in the principal
amount of $400,000 to Silverback as of Nov. 7, 2022. The A&R bears
interest at a variable rate of interest per annum equal to the sum
of (i) the greater of (A) the Prime Rate (as defined in the
Supplement) and (B) 3.25% plus (ii) 7.74%. Payment of the
aggregate principal amount of the A&R Note outstanding together
with all accrued interest thereon shall be made on May 1, 2024.
Additionally, Silverback has the right to convert, at any time
until the Maturity Date, all or any portion of the outstanding
principal amount, accrued interest and fees due and payable thereon
into shares of common stock of the Company at a conversion price
equal to 75% of the lowest trading price of the Company's common
stock during the five-trading day period preceding the conversion
date inclusive of the conversion date.
The aforementioned conversion right of Silverback is subject to
certain limitations as set forth in the A&R Note, including, among
others, that (i) Silverback may not convert an amount that would be
convertible into that number of Conversion Shares which would
exceed the difference between the number of shares of common stock
beneficially owned by Silverback and its affiliates and 4.99% of
the outstanding shares of common stock of the Company, and (ii) so
long as the rules of the Nasdaq Stock Market so require, the sum of
the number of shares of the Company's common stock that may be
issued under the A&R Note shall be limited to 19.99% of the shares
of common stock issued and outstanding immediately prior to the
Issue Date, unless stockholder approval is obtained.
The Partial Assignment and Note Issuance follows the partial
assignment of the Original Note and convertible note issuance
conducted on substantially identical terms by and among the
Company, Avenue Capital and Silverback and previously disclosed in
the Company's Current Report on Form 8-K filed with the SEC on Oct.
24, 2022.
About Statera
Statera Biopharma, Inc. (formerly known as Cytocom, Inc. and
Cleveland Biolabs) is a pre-clinical and clinical biopharmaceutical
company developing multiple product candidates to address unmet
medical needs for use in diseases involving immune system
dysfunction.
An involuntary Chapter 11 bankruptcy case was filed against Statera
on Aug. 16, 2022, by three alleged creditors of the Company
alleging they are owed a total of $2.1 million on account of notes,
unpaid wages, and severance.
Statera Biopharma reported a net loss of $101.87 million for the
year ended Dec. 31, 2021, compared to a net loss of $12.09 million
for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the
Company had $12.75 million in total assets, $22.92 million in total
liabilities, and a total stockholders' deficit of $10.17 million.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated Oct. 4, 2022, citing that Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
STATERA BIOPHARMA: Expects to Raise $800K in Private Placement
--------------------------------------------------------------
Statera Biopharma, Inc. entered into a securities purchase
agreement with a number of accredited investors to purchase from
the Company, in a private placement, (i) an aggregate of 10,200,000
shares (the "PIPE Shares") of the Company's common stock, par value
$0.005 per share and (ii) warrants to purchase 20,400,000 shares of
Common Stock at an exercise price of $0.15, with a term of exercise
of five years. Each share of Common Stock was offered with two
accompanying Warrants for a combined purchase price of $0.075. The
aggregate purchase price for the PIPE Shares and Warrants to be
sold in the Private Placement is approximately $0.8 million.
The Warrants are exercisable beginning six months after the date of
issuance. The Warrants may not be sold, assigned, transferred,
pledged or otherwise encumbered without the consent of the Company.
The Company has the right to call the warrants on thirty days'
prior written notice at any time following such time that the
Company has sold shares of Common Stock to a third party at a
post-money company valuation equal to or greater than $100 million.
Upon receipt of such notice, a holder of the Warrants will have 30
days to exercise their Warrants, after which time any unexercised
Warrants will automatically expire.
The Company expected the Private Placement to close on or about
Nov. 15, 2022, subject to the satisfaction of customary closing
conditions. The Company intends to use the net proceeds from the
Private Placement for working capital purposes.
About Statera
Statera Biopharma, Inc. (formerly known as Cytocom, Inc. and
Cleveland Biolabs) is a pre-clinical and clinical biopharmaceutical
company developing multiple product candidates to address unmet
medical needs for use in diseases involving immune system
dysfunction.
An involuntary Chapter 11 bankruptcy case was filed against Statera
on Aug. 16, 2022, by three alleged creditors of the Company
alleging they are owed a total of $2.1 million on account of notes,
unpaid wages, and severance.
Statera Biopharma reported a net loss of $101.87 million for the
year ended Dec. 31, 2021, compared to a net loss of $12.09 million
for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the
Company had $12.75 million in total assets, $22.92 million in total
liabilities, and a total stockholders' deficit of $10.17 million.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated Oct. 4, 2022, citing that Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
SUZANNE V FERRY: $2.95-Mil. Sale of Mammoth Lakes Property Approved
-------------------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Suzanne V. Ferry's sale of the real
property located at 344 Starwood Court, in Mammoth Lakes,
California 93546, to Donald Armstrong, Elizabeth Armstrong and/or
The Don and Liz Armstrong Family Trust dated Oct. 3, 2008, as
amended and restated May 19, 2014, for the sum of $2,949,000.
The Real Property i more particularly described as follows: Lot 47
Starwood Subdivision - Phase II Tract No. 36-171B, a Planned Unit
Development, in the Town of Mammoth Lakes, County of Mono, State of
California, as per Map Recorded in Book 10 Page 47C of Maps, in the
Office of the County Recorder of said County. Parcel No.
033-350-017-000.
The Sale is "as is" and "where is."
The liens of any secured creditors, including Specialized Loan
Servicing, as Trustee for Morgan Stanley Mortgage Loan Trust
2004-4, Mortgage Pass-Through Certificates, Series 2004-4 and Mono
County Tax Collector, will attach to the proceeds from the sale.
The Debtor is authorized to pay all ordinary and necessary closing
expenses normally attributed to a seller of real estate at closing.
The net sale proceeds, after payment of all ordinary and necessary
closing costs, will be held in trust by Debtor’s counsel until
further order of the Court regarding the distribution of the net
sale proceeds.
The Debtor will file a proposed final closing statement within 10
days of entry of the Order. Objections to the final proposed
closing statement will be filed within two days thereafter. If no
objections are filed, the Court will enter an order approving the
distributions as set forth in the proposed final closing statement.
It will set an emergency hearing if any objections are filed.
The Debtor will file a copy of the executed closing statement from
the sale of the Real Property within five days of the closing
date.
The 14-day stay required under Fed. R. Bankr. P. 6004(h) is
waived.
Suzanne V. Ferry sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 22-01866) on May 9, 2022. The Debtor tapped Buddy Ford,
Esq., at Buddy Ford, P.A. as counsel.
SWAP.COM INC: Jay Buying Equipment, Furniture and Fixtures for $8K
------------------------------------------------------------------
Swap.com, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina to authorize the sale of the equipment,
furniture and fixtures described in the appraisal (Exhibit A) to
Jay Group, Ltd., for $8,000.
On Sept. 2, 2022, the Debtor filed an initial sale motion after
Helpsy Holdings PBC, a Delaware public benefit corporation, entered
into an Asset Purchase Agreement ("APA") for the sale of certain
assets of the Debtor ("Sale Motion").
On Oct. 14, 2022, the Court entered a Final Order: (I) Approving
Private Sale of Debtor's Personal Property Free and Clear of Liens,
Claims, Encumbrances, and Interests and (II) Approving Successful
Bidder, where the Court approved the sale of certain personal
property assets of the Debtor to the Buyer pursuant to the terms of
an Overbid Purchase Agreement ("OPA"). The OPA excluded certain
assets, including without limitation the Property referenced.
The Buyer now seeks to purchase the Property from the Debtor. The
sale of the Property will be in the best interest of the estate and
will be made for a sound business purpose.
Although the Debtor is not aware of any liens on the Property, out
of abundance of caution the Debtor asks that the sale of the
Property be made free and clear of any and all liens, encumbrances,
claims, rights and other interests, including but not limited to
the following:
A. Any and all property taxes due and owing to any City,
County or municipal corporation.
B. Any and all remaining interests, liens, encumbrances,
rights and claims asserted against the Property, which relate to or
arise as a result of a sale of the Property, or which may be
asserted against the Buyer of the Property, including, but not
limited to, those liens, encumbrances, interests, rights and
claims, whether fixed and liquidated or contingent and
unliquidated, that have or may be asserted against the Property or
the buyer of the Property by the North Carolina Department of
Revenue, the Internal Revenue Service, the Employment Security
Commission, and any and all other taxing and government
authorities.
These interests, liens, encumbrances, rights and claims will attach
to the proceeds of sale, subject to the relative priorities and in
accordance with the Bankruptcy Code. The proceeds of the sale will
be subject to payment of all reasonable administrative costs of
this proceeding.
The Debtor prays that the Court (i) enters an Order approving the
sale of the Property to the Buyer free and clear of the liens,
claims, encumbrances, rights, and interests of record; (ii) orders
that any applicable liens will attach to the proceeds of the sale;
(iii) orders that the Buyer of the Property does not assume and
will in no manner be responsible for any liabilities or obligations
of the Debtor, whether in rem claims or in personam claims; (iv)
permanently enjoins all creditors and claimants of the Debtor, and
all persons having an interest of any nature derived through the
Debtor, from pursuing any action against the Buyer of the Property
or the Property once acquired by the Buyer; and (v) awards such
other and further relief as the Court deems appropriate.
A copy of the Exhibit A is available at
https://tinyurl.com/2h5hunyt from PacerMonitor.com free of charge.
About Swap.com, Inc.
Swap.com, Inc. -- https://www.swap.com/-- is a consignment company
that helps consumers find affordable, quality secondhand apparel
for the whole family.
Swap.com, Inc., filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
22-01314) on June 16, 2022. In the petition filed by Gray King, as
president and chief executive officer, the Debtor reports
estimated assets and liabilities between $1 million and $10
million each.
Jason L. Hendren, of Hendren Redwine & Malone, PLLC, is the
Debtor's counsel.
SYNIVERSE CORP: S&P Alters Outlook to Negative, Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based Syniverse
Corp. to negative from stable and affirmed all the ratings,
including the 'B-' issuer credit rating on the company and 'B-'
issue-level rating on its secured debt.
The negative outlook reflects its view that the company could be
challenged to reduce leverage over the next year, which could
render the capital structure unsustainable longer-term.
S&P said, "We expect that Syniverse's leverage will be elevated
over the next few years due to weak operating and financial
performance, which could lead to an unsustainable capital
structure. We currently expect Syniverse's adjusted leverage to be
in the low-12x area in 2022 and 9x area in 2023, significantly
higher than our previous base case forecast of leverage in the
high-6x area in 2022 and mid-6x area in 2023. Syniverse's roaming
and messaging businesses across both the carrier and enterprise
segments experienced operating challenges over the past year. In
the roaming segment, revenue declined 3% during the first nine
months of 2022 from the same period the previous year, mainly due
to travel restrictions in the Asia-Pacific (APAC) region. We expect
this trend to continue into next year, particularly if the global
economy enters a recession. In carrier messaging, Syniverse derives
a significant portion of its revenue from one APAC country that
reduced its use of third-party messaging apps by about two-thirds
of its previous annual volume. We do not expect this issue to
resolve itself in the near term and as such, believe that messaging
volumes will remain weak throughout 2023.
"While one-time expenses will wind down in 2023 (which we include
in our EBITDA calculation), we expect overall profitability will
remain weak. We expect the enterprise segment's gross margin to
decline to the mid-20% area this year with limited improvement in
2023 from the low-30% area in 2021 because of the loss of a
one-time benefit during that year. While messaging volumes within
the carrier business, particularly SMS (standard text messages) and
MMS (multimedia messaging) should decline over time, we expect
Syniverse's enterprise business to offset some of that weakness
with mid-single digit percent revenue growth in 2023; however, the
enterprise business has lower margins than Syniverse's legacy
products.
"We expect Syniverse will maintain sufficient liquidity over the
next 12-18 months, but cash flow generation will remain weak. As of
Aug. 31, 2022, the company had about $46 million in cash and cash
equivalents and full availability on both its $150 million and $15
million revolving credit facilities due 2027. We forecast FOCF
deficits of $80 million-$100 million in 2022 and between $20
million and $30 million in 2023. Our base case forecast assumes the
company reduces capital expenditures (capex) by about $10 million
in 2022 and 2023 and pursues other expense reduction initiatives to
conserve cash. We therefore believe that Syniverse's sources will
exceed uses by about 3.3x after mandatory debt amortization of $10
million.
"We believe that inflation and global supply chain issues are
manageable risks for Syniverse. We expect only modest negative
impacts from inflation because of its ability to pass along higher
expenses to its customers while simultaneously optimizing its cost
structure. We estimate that labor makes up about 25%-30% of the
company's cost structure, which has been increasing. However, the
company has been able to offset some of these increases with
headcount reductions. Longer lead times to secure equipment have
modestly hurt operations and contributed to weaker cash flow, but
we do not expect this to meaningfully affect financial performance
over the next year."
S&P Global economists are forecasting a shallow recession in 2023
with GDP down 0.1%. We believe roaming revenue will be negatively
affected by a weaker air travel demand environment in a recession,
and the company's enterprise segment could also be affected by
small and midsize business scaling back operations or going out of
business altogether.
The negative outlook reflects S&P's view that the company could be
challenged to reduce leverage over the next year, which could
render the capital structure unsustainable, in its view.
S&P could lower the rating on Syniverse if:
-- The economy entered a more severe recession than S&P currently
anticipates and this resulted in a significant reduction in travel
and roaming volumes;
-- Operating trends in APAC did not improve; and
-- Leverage remained elevated such that S&P viewed the capital
structure as unsustainable or if the company faced a near-term
liquidity crunch and it was no longer able to access additional
debt or equity funding.
S&P could revise the outlook to stable if:
-- Syniverse stemmed revenue declines over multiple quarters while
stabilizing its margins through cost-reduction initiatives;
-- The company increased revenue while improving margins in the
enterprise segment;
-- It generated positive FOCF; and
-- Leverage improved more than is currently expected.
ESG credit indicators: E-2, S-3, G-3
S&P said, "Social factors are having a prolonged negative effect on
our credit rating analysis of Syniverse. While much of the world's
air travel demand is back to pre-pandemic levels, the APAC region,
from which Syniverse derives 16% of its revenue, remains below
pre-pandemic levels because of severe mobility restrictions in
major markets. As much as 40% of Syniverse's revenue is derived
from roaming and is heavily affected by changes in air travel
demand globally. Should air travel remain weak in APAC, that would
continue to weigh on Syniverse's ability to generate profitability
out of those segments. Even if air travel picks up in APAC, there
is still the potential for staffing shortages and that would
restrict airport capacity, which can limit the benefits of an
uptick in air travel demand.
"Governance is also a moderately negative consideration. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of controlling owners, in line with our view of most
rated entities owned by private equity sponsors. Our assessment
also reflects their generally finite holding periods and a focus on
maximizing shareholder returns."
TD HOLDINGS: To Sell $57.5M Worth of Shares to CEO, Other Investors
-------------------------------------------------------------------
TD Holdings, Inc. entered into that certain securities purchase
agreement with Ms. Renmei Ouyang, chairwoman and chief executive
officer of the Company, and certain other purchasers who are
"non-U.S. Persons" as defined in Regulation S of the Securities Act
of 1933, as amended, pursuant to which the Company agreed to sell
an aggregate of 50,000,000 shares of its common stock, par value
$0.001 per share, at a per share purchase price of $1.15 (the
"Common Stock PIPE"). The gross proceeds to the Company from the
Common Stock PIPE will be $57.50 million. Since Ms. Renmei Ouyang
is an affiliate of the Company, the Common Stock PIPE has been
approved by the Audit Committee of the Board of Directors of the
Company as well as the Board of Directors of the Company.
The parties to the SPA have each made customary representations,
warranties and covenants, including, among other things, (a) the
Investors are "non-U.S. Persons" as defined in Regulation S and are
acquiring the Shares for the purpose of investment, (b) the absence
of any undisclosed material adverse effects, and (c) the absence of
legal proceedings that affect the completion of the transaction
contemplated by the SPA.
The SPA is subject to various conditions to closing including
Nasdaq's completion of its review of the notification to Nasdaq
regarding the listing of the Shares. The Shares to be issued in
the Common Stock PIPE are exempt from the registration requirements
of the Securities Act of 1933, as amended, pursuant to Regulation S
promulgated thereunder.
The net proceeds of the Common Stock PIPE will be used by the
Company in connection with the Company's general corporate
purposes, working capital, or other related business as approved by
the board of directors of the Company.
About TD Holdings
TD Holdings, Inc. is a service provider currently engaging in
commodity trading business and supply chain service business in
China. Its commodities trading business primarily involves
purchasing non-ferrous metal product from upstream metal and
mineral suppliers and then selling to downstream customers. Its
supply chain service business primarily has served as a one-stop
commodity supply chain service and digital intelligence supply
chain platform integrating upstream and downstream enterprises,
warehouses, logistics, information, and futures trading. For more
information, please visit http://ir.tdglg.com.
TD Holdings reported a net loss of $940,357 for the year ended Dec.
31, 2021, a net loss of $5.95 million for the year ended Dec. 31,
2020, and a net loss of $6.94 million for the year ended Dec. 31,
2019. As of Sept. 30, 2022, the Company had $260.98 million in
total assets, $26.51 million in total liabilities, and $234.47
million in total equity.
TOP LINE: Counsel to Submit Proposed Order on All Assets Sale
-------------------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts directs the counsel for Top Line Granite
Design Inc. to submit a proposed order, in Word format, consistent
with the remarks made during the hearing, on proposed bidding
procedures in connection with the sale of substantially all assets
to FDC EPC, LLC, for $2.5 million, subject to overbid.
The counsel is ordered to attach to the proposed order all exhibits
which are referred to in the proposed order.
About Top Line Granite Design
Top Line Granite Design Inc. is a manufacturer of cut stone and
stone products. Top Line offers a selections of kitchen granite,
marble and quartz.
Top Line sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Mass. Case No. 22-40216) on March 25, 2022. In
the petition signed by Edmilson Ramos, president, the Debtor
disclosed up to $10 million in assets and up to $50 million in
liabilities.
Judge Christopher J. Panos oversees the case.
Alan L. Braunstein, Esq., at Riemer and Braunstein LLP is the
Debtor's counsel.
TUPPERWARE BRANDS: Egan-Jones Retains BB- Sr. Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on November 18, 2022, retained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Tupperware Brands Corporation.
Headquartered in Orlando, Florida, Tupperware Brands Corporation
provides houseware products.
V.N.D. LLC: Amended Order on Approved Jamestown Property Sale OK'd
------------------------------------------------------------------
Judge Shon Hastings of the U.S. Bankruptcy Court for the District
of North Dakota granted the request of V.N.D. Limited Liability
Company to amend the order granting the property located at 410
10th Street SE, in Jamestown, North Dakota 58401, for $2.9
million.
The Debtor's Sale is granted with the following conditions as
amended:
A. The Debtor is authorized to sell the Property.
B. The Court approved the Debtor's (i) decision to agree to
the terms and conditions in the Purchase Agreement attached as
Exhibit A to the motion filed as document 150; (ii) decision to
execute the Addendum to Purchase Agreement; (iii) the revisions
suggested in the Stipulation to Amend Amended Order. The Debtor is
authorized to sell Property for the purchase price of $2.9 million.
The Court does not adopt or endorse any legal conclusions included
in the purchase agreement or addendum unless provided in this
Order.
C. The sale of the Property is free and clear of all liens,
claims, encumbrances, and other interests, and such interests will
attach to the proceeds of the sale.
D. The Debtor is authorized to take actions and execute and
deliver additional documents or instruments as reasonably necessary
to effectuate the sale of the property described in the motion and
Purchase Agreement.
E. The Debtor (or a third-party escrow agent) is authorized
to pay from proceeds of the sale of the real property all closing
costs and title fees and expenses, including: NAI Hoffman Broker
Fee (2.5% of purchase price) - $72,500; Property Resources Group
Broker Fee (2.5% of purchase price) - $72,500; and The Title
Company Closing Costs - $2,500 (approximate).
F. The Debtor (or a third-party escrow agent) is also
authorized to pay Farmers Insurance Group Federal Credit Union
$2,000,000 of the sale proceeds, or a sum the Debtor and Farmers
agree represents the undisputed portion of Farmers' secured claim;
provided, however, that the remaining proceeds from the sale will
remain subject to Farmers' security interest pending a further
determination of the Court on the remaining outstanding amounts due
on account of Farmers' secured claim.
G. All sale proceeds in excess of the sums listed in
paragraphs E and F will be deposited in the Debtor's DIP account.
H. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the
Amended Order will be effective and enforceable immediately upon
its entry.
About V.N.D. Limited Liability
V.N.D. Limited Liability Company filed a petition for Chapter 11
protection (Bankr. D. N.D. Case No. 21-30511) on Dec. 21, 2021,
listing as much as $10 million in both assets and liabilities.
Dorothy Flisk, president, signed the petition.
Judge Shon Hastings oversees the case.
The Debtor is represented by Michael L. Gust, Esq., at Anderson,
Bottrell, Sanden & Thompson and Sara E. Diaz, Esq., at Bulie Diaz
Law Office.
VENTURE GLOBAL: S&P Alters Outlook to Positive, Affirms 'BB' ICR
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' rating on Venture Global
Calcasieu Pass LLC's (VGCP) senior notes.
S&P said, "We also revised the outlook to positive from stable
because construction on the project is 99% complete, and we expect
the facility to be fully complete and past teething issues by the
second or third quarter of 2023."
The recovery rating on $3.75 billion senior notes remains '2' (75%
rounded estimate), indicating substantial recovery.
S&P said, "The positive outlook reflects our expectation that we
would raise the rating once construction is fully complete and the
project has successfully passed the 90-day lender reliability test.
We expect a minimum debt service coverage ratio (DSCR) during
operations of 1.54x."
Venture Global is a 10-million metric ton per year (MTPA)
liquefaction facility on the Gulf Coast in Cameron Parish, La. The
project is under construction and was 99% complete as of Oct. 31,
2022, with contractors materially on schedule and within budget.
VGCP is unique because its construction is modular, with
liquefaction modules built in overseas factories and fabrication
yards. VGCP procures natural gas for the conversion and subsequent
sale of liquefied natural gas (LNG) to off-takers under long-term
take-or-pay sales and purchase agreements (SPA).
Key features include:
-- A 10-MTPA nameplate liquefaction facility on the U.S. Gulf
Coast.
-- Situation on approximately 1,000 acres of land with over 1.5
miles of deep-water frontage at the mouth of the Calcasieu shipping
channel adjacent to the Gulf of Mexico.
-- Seven marine offloading sites.
-- Approximately $7 billion in capital deployed in support of this
project as of Sept. 30, 2022.
-- SPAs with 20-year terms (85%) with highly rated counterparties
eliminate the majority of market risk and support the credit
quality of the operations phase
-- There is a significant time buffer (about one year) before the
final COD date required under the SPAs.
-- The project benefits from strong full payment and credit
guarantees from highly rated construction counterparties and
uncapped make goods from Kiewit Corp. and Baker Hughes GE.
-- The chief risk to this project is the completion of the
construction phase and demonstration that the facility can produce
LNG consistently at or above nameplate capacity.
-- About 15% of capacity is contracted under shorter term three-
and five-year contracts, which exposes VGCP to market risk upon
expiration. Although we expect market prices to remain in excess of
currently contracted prices, this would present a risk should spot
LNG prices deteriorate materially.
-- The chief risk during the operations phase is operational risk
and the ability to maintain production at or above 10 mtpa.
-- Largely bullet style debt increases refinancing risk.
Project construction is 99% complete, which drives the outlook
revision. Venture Global Calcasieu Pass is over 99% complete on
construction with limited remaining work left to complete. The
72-hour Baker Hughes performance test was completed and passed on
Oct. 23, 2022. VGCP issued the certificate of Facility Substantial
Completion to Kiewit effective Nov. 18, 2022. All 18 trains are
currently running, and the project has begun exporting cargoes;
however, there are a few relatively minor corrective issues we
expect the contractors to address before initiation of the 90-day
lender reliability test, which S&P expects to begin in the second
quarter of 2023. S&P expects COD to be declared after successful
completion of the lender reliability test, likely in the second or
third quarter of 2023.
S&P said, "We plan to remove the construction phase analysis once
the 90-day lender test is successfully completed and the plant
demonstrates an ability to operate at full capacity with no further
growing pains or technical issues. As a result, we revised the
rating outlook to positive, reflecting our expectation of raising
the rating once the lender reliability test is complete.
"A strong contractual profile supports the stable cash flows. Our
view of the project's credit quality primarily reflects its
long-term, take-or-pay liquefaction contracts with highly rated
off-takers. VGCP has 8.5 million MTPA contracted with Shell, BP,
Repsol, PGNIG, Edison, and Galp for 20-year terms.
"An additional 1 MTPA is contracted via a three-year
intermediate-term take-or-pay SPA with UNIPEC. The remaining 0.5
MTPA was contracted recently with CNOOC Gas & Power Singapore
Trading & Marketing PTE Ltd. (CNOOC) for a period of five years. We
expect the project to recontract this 1.5 MTPA with highly rated
counterparties as these contracts mature. Since we deem the revenue
counterparties replaceable, we take a weighted-average of the
counterparty issuer credit ratings or credit estimates based on the
proportion of revenue to determine the counterparty dependency
assessment of 'a-' (which does not cap the operations phase
assessment). We do not model excess capacity revenues above the 10
MTPA nameplate capacity of the plant. We expect that any excess
sales would be distributed to equity and would not be utilitized to
repay debt. During operations, we expect high utilization rates and
DSCRs that exceed 1.5x in all years based on contracted cash flow.
"We expect VGCP to fully deleverage over its 20-year contract tenor
with an average DSCR of 1.61x. We expect the project to have about
$6 billion of adjusted debt on its balance sheet at year-end 2022.
Given that VGCP's projected cash flow available for debt service
remains largely fixed due to its long-term SPAs, we expect the
project to pay down debt through scheduled amortization on the
construction term loan and maintain strong DSCRs greater than 1.5x
throughout the life of the project. As the project's bonds mature,
we expect them to be refinanced into fully amortizing structures
that are repaid by 2043, the end of the contractual profile. We
also note that the project has about 97% of its construction term
loan facility hedged, insulating it from exposure to increasing
interest rates.
"The positive outlook reflects our expectation that we would raise
the rating once construction is fully complete, and the project has
passed the 90-day lender reliability test. While we expect the
project to declare commercial operations by the third quarter of
2023, we could raise the rating before this if we believed the
project had established a track record of operating at full
capacity as designed and was past any start up issues. We expect a
minimum DSCR during operations of 1.54x.
"We would revise the outlook to stable if the project experienced
material operational issues in operating the facility at full
capacity such that achieving COD were delayed. We consider these
remote possibilities right now.
"We would raise the rating once the project has successfully passed
the 90-day lender reliability test and demonstrated that any
growing pain or mechanical issues have been remedied and the
project can operate at full capacity according to the expected
technical specifications."
VICKERY CREEK: Seeks Cash Collateral Access
-------------------------------------------
Vickery Creek Properties, LLC asks the U.S. Bankruptcy Court for
the Northern District of Georgia, Atlanta Division, for authority
to use cash collateral.
The Debtor requires the use of cash collateral to continue
operating its business.
On April 25, 2006, the Debtor granted a security interest in its
real property and improvements located at 114 Sloan Street and 115
Vickery Street, Roswell GA 30075, including an assignment of rents,
to secure its obligations to Bank of Canton (now Bank of the
Ozarks) in the original principle amount of $750,000. The security
interest was filed on May 15, 2006, and was later modified on
September 26, 2008 and that modification was filed on October 24,
2008; subsequently modified on March 26, 2010 and that modification
was filed on April 2, 2010.
On August 28, 2006, the Debtor granted a security interest in its
real property and improvements located at 352 South Atlanta Street,
Roswell GA 30075, including an assignment of rents, to secure its
obligations to Bank of Canton, now Bank of the Ozarks, in the
original amount of $238,795. The security interest was filed on
August 31, 2006 and was later modified on October 12, 2006 and
filed on October 18, 2006; subsequently modified on March 5, 2010
and filed on April 9, 2010.
On June 20, 2014, an order was entered in the Debtor's previous
Chapter 11 case (case no. 12-61290), which confirmed the Debtor's
plan and further modified the security liens regarding amounts and
payments due. The Debtor successfully completed all payments as
required by the confirmed Chapter 11 plan.
The Debtor will use the cash collateral to make adequate protection
payments to Bank of the Ozarks as allowed, pay real estate taxes
and other operating expenses, as necessary to preserve the real
property pledged as collateral to Bank of the Ozarks.
A hearing on the matter is set for December 14 at 10:15 a.m.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3ita868 from PacerMonitor.com.
The Debtor projects $19,960 in total income and $3,488 in total
expenses.
About Vickery Creek Properties
Vickery Creek Properties, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-58788) on
Oct. 31, 2022. In the petition signed by its chief executive
officer, Jonathan Golden, the Debtor disclosed up to $10 million in
both assets and liabilities.
Kevin J. Cowart, Esq., at Freedom Law, LLC serves as the Debtor's
counsel.
VITAL PHARMACEUTICALS: Appointment of Non-Trade Committee Sought
----------------------------------------------------------------
A group of creditors of Vital Pharmaceuticals, Inc. is seeking the
appointment of a separate committee that will represent creditors
holding non-trade claims against the company.
The creditors are Monster Energy Company, Orange Bang Inc., The
American Bottling Company Inc., Sony Music Entertainment and UMG
Recordings, Inc.
Monster Energy Company, the largest non-trade creditor of Vital
Pharmaceuticals, asserts over $389 million in claims.
In its motion, the group questioned the composition of the official
committee of unsecured creditors appointed in Vital
Pharmaceuticals' Chapter 11 case, which consists mostly of trade
creditors.
"A minority position on a committee dominated by trade creditors
would not be meaningful or appropriate, given the fundamentally
conflicting interests and the much smaller claims of the trade
creditors," said Michael Goldberg, Esq., at Akerman, LLP, one of
the law firms representing the non-trade creditors.
On Nov. 1, the U.S. Trustee for Region 21, which oversees Vital
Pharmaceuticals' bankruptcy, initially appointed a seven-member
committee, all of which are trade creditors. On Nov. 23, the
bankruptcy watchdog reconstituted the committee without consulting
non-trade creditors and without including Monster Energy, according
to Mr. Goldberg.
"The U.S. trustee's reconstitution of the committee to add four
non-trade creditors would not resolve this conflict, as the
non-trade creditors would simply be outvoted both as to official
positions and to such smaller but vital decisions as the agenda and
nature of services to be performed by retained professionals," Mr.
Goldberg said.
"It remains a complete mystery to movants why trade creditors with
comparatively small claims would control the committee while the
creditors with far larger claims whose support is necessary if
there is to be any consensus in these cases have a subordinate
role," the attorney further said.
Six of the seven largest scheduled unsecured claims against Vital
Pharmaceuticals are held by non-trade claimants, which comprise by
far the largest members of the company's unsecured creditor
constituency. The six largest non-trade claims by themselves total
at least $853 million in filed claims, an amount about 12 times the
total amount of trade claims filed in the company's Chapter 11
case, according to court filings.
Monster Energy Company is represented by:
Michael I. Goldberg, Esq.
Eyal Berger, Esq.
Akerman, LLP
201 East Las Olas Boulevard, Suite 1800
Fort Lauderdale, FL 33301
Tel: (954) 463-2700
Fax: (954) 463-2224
Email: michael.goldberg@akerman.com
eyal.berger@akerman.com
- and -
Richard M. Pachulski, Esq.
Ira D. Kharasch, Esq.
Robert J. Feinstein, Esq.
Teddy M. Kapur, Esq.
Steven W. Golden, Esq.
Pachulski Stang Ziehl & Jones, LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067-4003
Tel: (310) 277-6910
Fax: (310) 201-0760
Email: rpachulski@pszjlaw.com
ikharasch@pszjlaw.com
rfeinstein@pszjlaw.com
tkapur@pszjlaw.com
sgolden@pszjlaw.com
Orange Bang is represented by:
G. Steven Fender, Esq.
Fender, Bolling, & Paiva P.A.
P.O. Box 1545
Ft. Lauderdale, FL 33302
Tel: (407) 810-2458
Email: steven.fender@fender-law.com
- and -
Thomas E. Patterson, Esq.
Nir Maoz, Esq.
KTBS Law, LLP
1801 Century Park East
Twenty Sixth Floor
Los Angeles, CA 90067
Tel: (310) 407-4000
Fax: (310) 407-9090
Email: tpatterson@ktbslaw.com
nmaoz@ktbslaw.com
America Bottling Company is represented by:
Marc P. Barmat, Esq.
Robert C. Furr, Esq.
Furr and Cohen, P.A.
2255 Glades Road, Suite 419A
Boca Raton, FL 33431
Tel: (561) 395-0500
Fax: (561) 338-7532
Email: mbarmat@furrcohen.com
rfurr@furrcohen.com
- and -
Russell H. Falconer, Esq.
Gibson, Dunn & Crutcher, LLP
2001 Ross Ave., Suite 2100
Dallas, TX 75201-2923
Tel: (214) 698-3100
Fax: (214) 571-2936
Email: rfalconer@gibsondunn.com
- and -
Matthew G. Bouslog, Esq.
Gibson, Dunn & Crutcher, LLP
3161 Michelson Drive
Irvine, CA 92612-4412
Tel: (949) 451-4030
Fax: (949) 475-4640
Email: mbouslog@gibsondunn.com
Sony Music and UMG are represented by:
James G. Sammataro, Esq.
Brendan Everman, Esq.
Pryor Cashman, LLP
255 Alhambra Circle, 8th Floor
Miami, FL 33134
Tel: (212) 421-4100
Fax: (212) 326-0806
Email: jsammataro@pryorcashman.com
beverman@pryorcashman.com
- and -
Seth H. Lieberman, Esq.
David C. Rose, Esq.
Stephanie P. Chery, Esq.
Sameer M. Alifarag, Esq.
Pryor Cashman, LLP
7 Times Square, 40th Floor
New York, NY 10036-6596
Tel: (212) 421-4100
Fax: (212) 326-0806
Email: slieberman@pryorcashman.com
drose@pryorcashman.com
schery@pryorcashman.com
salifarag@pryorcashman.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.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Nov. 1, 2022. The committee is represented
by Lowenstein Sandler, LLP and Sequor Law, P.A.
VOYAGER DIGITAL: Exclusivity Period Extended to Jan. 2
------------------------------------------------------
Voyager Digital Holdings, Inc. and its affiliates obtained a court
order extending their exclusive right to file a Chapter 11 plan to
Jan. 2, 2023, and solicit votes on that plan to March 1, 2023.
The ruling by Judge Michael Wiles of the U.S. Bankruptcy Court for
the Southern District of New York allows the companies to pursue
their own plan for emerging from Chapter 11 protection without the
threat of a rival plan from creditors.
The companies will use the extension to continue negotiations in
advance of the hearing on confirmation of their proposed
reorganization plan on Dec. 8 and resolve any remaining issues with
their stakeholders.
The companies' latest plan provides for distribution of cash and
other assets to general unsecured creditors. The plan will be
funded with the proceeds from the sale of the companies' assets
value at approximately $1.422 billion.
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through its
subsidiary Coinify ApS, Voyager provides crypto payment solutions
for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; Consello Group as strategic
financial advisor; Deloitte Tax, LLP as tax services provider; and
Deloitte & Touche, LLP as accounting advisor. Stretto, Inc. is the
claims agent.
On July 19, 2022, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped McDermott Will & Emery, LLP as
bankruptcy counsel; FTI Consulting, Inc. as financial advisor;
Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq
Corporate Restructuring, LLC as noticing and information agent. The
committee also tapped the services of Harney Westwood & Riegels, LP
in connection with Three Arrows Capital Ltd.'s liquidation
proceedings in British Virgin Islands.
The Debtors filed their joint Chapter 11 plan of reorganization on
July 6, 2022.
WERNER FINCO: Moody's Lowers CFR to Caa2 & Unsecured Notes to Caa3
------------------------------------------------------------------
Moody's Investors Service downgraded Werner FinCo LP's ratings
including its Corporate Family Rating to Caa2 from B3 and its
Probability of Default Rating to Caa2-PD from B3-PD. Moody's also
downgraded Werner's secured bank credit facility to Caa1 from B2
and unsecured notes to Caa3 from Caa2. The outlook remains
negative.
The downgrade of Werner's CFR to Caa2 and negative outlook reflect
Moody's view that Werner's debt capital structure is untenable.
Moody's forecasts that Werner will remain highly leveraged, with
adjusted debt-to-EBITDA above 9x through 2023.
"Werner's deteriorating profitability and weakening demand is
particularly problematic given the company's term loan maturing in
July 2024 and unsecured notes in July 2025," said Justin Remsen,
Assistant Vice President at Moody's.
"Werner's financial profile is unsustainable as the company faces a
wall of maturing debt with weak liquidity. Debt holders face the
risk of a debt restructuring, including the potential for a
distressed exchange," added Remsen.
Downgrades:
Issuer: Werner FinCo LP
Corporate Family Rating, Downgraded to Caa2 from B3
Probability of Default Rating, Downgraded to Caa2-PD from B3-PD
Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD3)
from B2 (LGD3)
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD5)
from Caa2 (LGD5)
Outlook Actions:
Issuer: Werner FinCo LP
Outlook, Remains Negative
RATINGS RATIONALE
Werner's Caa2 CFR reflects Werner's high debt leverage, low
margins, and looming maturities. Moody's forward view assumes the
company's leverage will decline from over 10x for the twelve months
ending September 2022 through declining commodity costs and
manufacturing efficiencies. Moody's expect free cash flow will
improve from negative $48 million for the twelve months to
September 2022 but will be near breakeven for 2023 and 2024 given
weakening demand, pressured margins, and a growing interest
burden.
The rating also reflects cyclical end markets, where the
residential construction market can contract quickly and have an
acute impact on the company's financial profile. The company has
customer concentration with The Home Depot, Inc. (A2 stable) and
Lowe's Companies, Inc. (Baa1 stable) representing a material
portion of sales. These retailers are high-volume purchasers with
strong bargaining power. Strengths include the company's leading
market position for its products, especially Werner-branded
ladders. The company also has a track record of developing
innovative products that fulfill needs in the marketplace.
Moody's forecasts that Werner will have weak liquidity over the
next 12 to 18 months. As of September 30, 2022, Werner had $35
million of total liquidity available, including $11 million cash
and $24 million availability under the company's $150 million
asset-based lending (ABL) revolver that was $93 million drawn. In
addition to the term loan and notes maturities, the company's ABL
has a springing maturity of 91 days before the term loan. Moody's
anticipates breakeven free cash flow in 2023 and 2024, with margin
and working capital improvements leading to a modest recovery in
cash flow. Moody's projects Werner will maintain limited cushion
under the ABL's fixed charge coverage ratio over the next 12
months.
The Caa1 rating on Werner's senior secured term loan, one notch
above the Caa2 CFR, results from its subordination to the company's
asset based revolving credit facility but priority of payment
relative to the company's senior unsecured notes. The secured
rating also reflects a one-notch downward override to the LGD
indicated outcome reflecting Moody's view of non-debt claims as a
more volatile debt cushion. The Caa3 rating on the company's
senior unsecured notes, one notch below the CFR, results from their
subordination to the company's considerable amount of secured
debt.
ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS
Werner's ESG considerations have a very highly negative (CIS-5)
impact on its rating, reflecting governance considerations, and are
a driver of this rating action.
Werner's exposure to governance risks is very highly negative (G-5
issuer profile score), reflecting aggressive financial policies
under private equity ownership, high financial leverage, and recent
operational underperformance. In addition, the company's controlled
ownership limits the independence of the company's board.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Werner does not improve its
liquidity and debt maturity profile. Extension of maturities,
redemption of debt at discount or conversion of debt for equity
could be considered a distressed exchange and a default per Moody's
methodology.
The ratings could be upgraded if Werner provides a long-term
solution to its debt maturities and demonstrates improvement in
liquidity and operating performance.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Werner, headquartered in Itasda, Illinois, is a global manufacturer
and distributor of ladders, jobsite storage and truck and van tool
storage products and other equipment used in the construction
industry. For the twelve months that ended September 2022, the
company generated $1.3 billion in sales. Triton Partners, through
its affiliates, is primary owner of Werner.
WESTERN URANIUM: Incurs $528K Net Loss in Third Quarter
-------------------------------------------------------
Western Uranium & Vanadium Corp. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $527,525 on $108,547 of revenues for the three months
ended Sept. 30, 2022, compared to a net loss of $830,493 on $16,155
of revenues for the three months ended Sept. 30, 2021.
For the nine months ended Sept. 30, 2022, the Company reported a
net income of $578,422 on $7.61 million of revenues compared to a
net loss of $1.59 million on $48,465 of revenues for the nine
months ended Sept. 30, 2021.
As of Sept. 30, 2022, the Company had $33.71 million in total
assets, $3.96 million in total liabilities, and $29.75 million in
total shareholders' equity.
Western Uranium stated, "With the exception of the quarter ending
June 30, 2022, the Company had incurred losses from our operations.
During the three months ended September 30, 2022, the Company
generated a net loss of $527,525. The Company expects to generate
operating losses for the foreseeable future as it incurs expenses
to bring its mining operations online. As of September 30, 2022,
the Company had an accumulated deficit of $12,583,074 and working
capital of $10,181,380.
"Since inception, the Company has met its liquidity requirements
principally through the issuance of notes and the sale of its
common shares. On January 20, 2022, the Company closed a
non-brokered private placement of 2,495,575 units at a price of CAD
$1.60 per unit. The aggregate gross proceeds raised in the private
placement amounted to CAD $3,992,920 (USD $3,011,878 in net
proceeds). During the nine months ended September 30, 2022, the
Company received $2,620,395 in proceeds from the exercise of
warrants.
"The Company's ability to continue its planned operations and to
pay its obligations when they become due is contingent upon the
Company obtaining additional financing. Management's plans include
seeking to procure additional funds through debt and equity
financing, to secure regulatory approval to fully utilize its
kinetic separation ("Kinetic Separation") technology, and to
initiate the processing of ore to generate operating cash flows.
"There are no assurances that the Company will be able to raise
capital on terms acceptable to the Company or at all, or that cash
flows generated from its operations will be sufficient to meet its
current operating costs. If the Company is unable to obtain
sufficient amounts of additional capital, it may be required to
reduce the scope of its planned product development, which could
harm its financial condition and operating results, or it may not
be able to continue to fund its ongoing operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern to sustain operations for at least one
year from the issuance of these condensed consolidated financial
statements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1621906/000121390022073520/f10q0922_westernuranium.htm
About Western Uranium & Vanadium
Western Uranium & Vanadium Corp. is engaged in the business of
exploring, developing, mining and production from its uranium and
vanadium resource properties.
Western Uranium reported a net loss of $2.07 million for the year
ended Dec. 31, 2021, compared to a net loss of $2.39 million for
the year ended Dec. 31, 2020. As of June 30, 2022, the Company had
$34.25 million in total assets, $4.11 million in total liabilities,
and $30.13 million in total shareholders' equity.
Mississauga, Canada-based MNP LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 15, 2022, citing that the Company has incurred continuing
losses and negative cash flows from operations and is dependent
upon future sources of equity or debt financing in order to fund
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
WINDSTREAM SERVICES: Fitch Rates $250MM 2027 Incremental Loan 'BB'
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Fitch Ratings has assigned a 'BB'/'RR1' rating to Windstream
Services LLC's (WIN) $250 million super senior incremental term
loan due February 2027. Proceeds will be used to pay down its
existing revolver balance of approximately $115 million as of Sept.
30, 2022.
In addition, the company extended the maturity of $475 million of
its existing $500 million super senior secured RCF to 2027 from
2024. As a result, the company's amended revolver will have $500
million of capacity through September 2024, and $475 million
through January 2027. The company also transitioned its existing
first lien term loan to a SOFR-based calculation from a LIBOR-based
calculation.
WIN's and Windstream Holdings II, LLC's Long-Term Issuer Default
Rating is 'B'. The Rating Outlook is Stable.
KEY RATING DRIVERS
Relatively Stable Leverage Anticipated: The ratings reflect Fitch's
expectation of continued revenue pressures due to secular declines
in WIN's legacy products, offset by stabilizing EBITDA and
improving EBITDA margins over the next couple of years supported by
continued cost take-outs and fiber investments resulting in Kinetic
consumer market share gains. Fitch expects adjusted gross leverage
to remain around the mid to high-4x range on a normalized basis.
Adjusted Leverage: Fitch evaluates the company's leverage on a
lease-adjusted basis since a significant portion of WIN's assets
are leased from Uniti Group Inc. (applying an 8x multiple to the
master and other lease payments, adjusted for settlement payments).
Fitch projects adjusted gross leverage (total adjusted
debt/EBITDAR) will remain in mid to high-4x range over the
forecast. WIN's capital structure provides some financial
flexibility as the company accelerates fiber deployment across its
Kinetic footprint and gains market share.
Revenue Pressures Continue: Windstream continues to experience
pressure particularly in Enterprise segment due to declining
legacy-products-related revenue and effects of competition.
However, the strategic Enterprise revenue, comprised of SDWAN and
UCaaS offerings, continues to grow in double digits and offset some
of these underlying pressures. Fitch's base case assumes Enterprise
revenue declines in high-single-digits in 2022 moderating to
mid-single-digits by 2024 supported by growth in strategic
revenue.
Consumer revenue has continued to grow in low to mid-single digits,
aided by sustained broadband customer growth over the last few
years.
High Strategic Execution Risk: Fitch believes there is a meaningful
execution risk to the company's strategy to contain revenue
declines and grow EBITDA over the next few years. While there are
relatively low risk opportunities such as interconnection costs
take-out that will support EBITDA, WIN's ability to gain
residential market share through increased network investments will
be a key driver for future revenue growth. In Fitch's view,
Windstream has limited capacity to mitigate execution risks while
still deleveraging.
GCI Led Increased Spending: As part of the settlement agreement
with Uniti, the latter will reimburse WIN a total of $1.75 billion
in growth capital investments (GCI) through 2030, and pay
Windstream about $400 million over five years, at an annual
interest rate of 9%.
GCI reimbursements will be critical to support WIN's fiber to the
home (FTTH) investment strategy that aims to drive 1GB speed to
approximately half of its ILEC footprint, roughly 2 million homes
by 2026. The company is on-track to exceed 30% coverage by the end
of 2022.
Cost Savings Support Margins: Windstream continues to optimize
costs including realization of cost savings from interconnection
expenses (i/c expenses) as it transitions away from legacy
products. During 2021 and 2020, i/c expenses reduced in high teens.
WIN launched a three-year TDM exit plan in 2020 to migrate almost
all its CLEC customers off of the TDM network to newer
technologies. Fitch believes i/c cost savings along with additional
identified cost saving opportunities will support EBITDA margins
over the rating horizon.
DERIVATION SUMMARY
Windstream is a hybrid in that it has characteristics of both an
incumbent operator with its Kinetic business unit (ILEC business)
operating in primarily rural areas in 18 states and as a business
services provider with its Enterprise and Wholesale units (CLEC),
which compete nationally.
In comparison to Frontier Communications Parent, Inc. (BB-/Stable),
Windstream has less exposure to the residential market. The
residential market held up relatively well during the coronavirus
pandemic but continues to face secular challenges. WIN derives
approximately 25% of revenues from consumers whereas Frontier
generates about 50% of consumer revenues. Frontier has a slightly
larger scale than Windstream and operates at a lower debt leverage
(3.3x at YE 2021) compared with WIN's lease adjusted leverage. Both
Frontier and WIN have similar EBITDA(/R) margins on a like-to-like
basis.
In the enterprise service market, Windstream has a weaker
competitive position based on scale and size of its operations in
the enterprise market. Larger companies, including AT&T Inc.
(BBB+/Stable), Verizon Communications Inc. (A-/Stable), and Lumen
Technologies, Inc. (BB/Stable), have an advantage with national or
multinational companies given their extensive footprints in the
U.S. and abroad. Besides scale, these companies operate at a lower
leverage and have better financial flexibility and FCF profile.
KEY ASSUMPTIONS
- Fitch expects revenue declines averaging near mid-single-digit in
2022 and 2023. 2022 revenue declines due to revenue pressures in
Kinetic and Enterprise segments, partially offset by increasing
Wholesale segment. Kinetic segment is expected to decline in 2022
as a lower RDOF funding replaces CAF II funding. Starting 2023,
Fitch expects revenue growth in low single digits in Kinetic,
partially offsetting declines in Enterprise and Wholesale.
- 2022 EBITDA margins are expected to dip below 20% in 2022 due to
one-time effects from CAF II funding step down effective beginning
of 2022 and Uniti settlement payments for 2022 received in advance
in 4Q21. The margins are expected to normalize in 22% to 23% range
in 2023. The growth in EBITDA margins will be supported by
continued interconnection cost take-outs and other cost saving
measures.
- No dividends are assumed over the forecast.
- Fitch expects adjusted leverage (total adjusted debt/EBITDAR) to
remain in mid-to-high 4x range (on a normalized basis).
Recovery Assumptions:
The recovery analysis assumes that Windstream would be reorganized
as a going-concern in bankruptcy rather than liquidated.
Fitch has assumed a 10% administrative claim. The revolving
facility is assumed to be fully drawn.
WIN's going concern (GC) EBITDA is based on 2Q22 LTM EBITDA
adjusted for advanced settlement payments from Uniti in 2021 and
CAF II to RDOF rollover funding starting in 2022. The GC EBITDA is
assumed roughly 20% lower than the pro forma adjusted LTM EBITDA in
a bankruptcy scenario due to the company's inability to grow
consumer and/or strategic business revenue that is sufficient to
offset declines in legacy revenue. These pressures could stem from
competitive pressures, an unsuccessful fiber deployment strategy or
protracted pressures on enterprise revenue. EBITDA declines faster
than anticipated, eroding benefits from cost cutting measures.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which ech base the enterprise
valuation.
An enterprise value (EV) multiple of 4.5x EBITDA is applied to the
GC EBITDA to calculate a post-reorganization EV. The choice of this
multiple considered the following factors:
The historical bankruptcy case study exit multiples for most
telecom companies ranged from 3x-7x, with a median of 5.4x.
Windstream emerged from bankruptcy in 2020 with a reorganization
multiple of roughly 3.5x.
Fitch uses a 4.5x multiple to reflect WIN's improved capital
structure (reduced debt levels) following the recent restructuring
and the strategic focus on fiber spending to increase market
share.
The recovery analysis produces Recovery Ratings of 'RR1' for all
super senior secured debt, reflecting strong recovery prospects
(100%). The Recovery Rating on the secured first lien debt declined
slightly to 96% but the Recovery Ratings remain 'RR1'. Additional
super senior secured debt in the future could reduce the recovery
of first lien secured debt.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Revenue stabilization achieved through a) continued growth in
broadband subscribers as a result of increased GCI spending and b)
expansion in strategic enterprise revenue.
- Successful execution on cost reduction plans, resulting in EBITDA
margins sustained in low-to-mid 20s range and consistently positive
FCFs.
- Adjusted leverage, defined as total adjusted debt/ operating
EBITDAR, sustained below 4.0x or a positive adjusted (CFO-capex)/
Total debt where capex is adjusted for GCI reimbursements.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Deterioration in operating profile, including inability to
stabilize revenue or offset EBITDA pressure through cost
reductions.
- Aggressive shareholder policies such as dividend recaps resulting
in negative FCFs (adjusted for Uniti GCI reimbursements) on a
sustained basis.
- Adjusted leverage sustained above 5.0x; or adjusted
(CFO-capex)/total debt below -7%.
LIQUIDITY AND DEBT STRUCTURE
Fitch believes Windstream has sufficient liquidity supported by
cash balances and availability under the $500 million revolver. Pro
forma for the refinancing, as of Sept. 30, 2022, there was
approximately $421 million available under the revolving facility
(after taking LCs into consideration). There are no significant
maturities in the near term.
Windstream's pro forma capital structure consists of: (a) a $500
million super senior secured revolving facility (with $475 million
extending to 2027), (b) the new $250 million super senior
incremental term loan maturing February 2027, (c) a $750 million
term loan facility maturing September 2027, and (c) $1,400 million
of senior secured notes due August 2028. The first lien term loan
amortizes at the rate of 1% annually .
The first lien obligations under both the credit agreement and the
indenture are secured by substantially all assets of the company
and its guarantor subsidiaries. The credit facility is also
guaranteed by Windstream Holdings II, LLC. The revolver includes a
financial maintenance covenant of 3.5x total net leverage ratio,
which declines to 3.25x effective June 30, 2024.
Windstream's settlement agreement with Uniti has a 3.0x total
leverage incurrence covenant with respect to Uniti's GCI commitment
obligations. The settlement agreement also provides that Uniti will
not be required to comply with its GCI funding commitment if
Windstream's total leverage ratio exceeds 3.5x (the maintenance
leverage covenant) and Windstream breaches certain conditions on
debt incurrence, dividends and acquisitions amongst other
provisions as provided in the agreement. The maintenance and
incurrence covenant do not apply at certain rating levels, as
defined in the agreement.
ISSUER PROFILE
Windstream offers bundled broadband, voice, digital television and
security solutions to consumers primarily in rural areas in 18
states. As it transforms into an advanced, nationwide network
communications provider, it provides data, cloud solutions, unified
communications and managed services to enterprise clients.
Windstream's fiber-optic network spans approximately 170,000
miles.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery
----------- ------ --------
Windstream Services,
LLC
senior secured LT BB New Rating RR1
WISHING WELL: Murieens Buying Las Vegas Property for $450K
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Wishing Well Property Investments, LLC Series 1 asks the U.S.
Bankruptcy Court for the District of Nevada for authority to sell
the real property located at 1110 Jewel Springs Ln., in Las Vegas,
Nevada 89031, to Michael Alan Murieen and Jennifer Karin Murieen
for $450,000.
The Property was valued at $450,000.
The Debtor's Schedule 'D' lists Bank of New York Mellon as holding
the first mortgage on the Property as owed approximately
$286,764.44.
The Debtor's Plan was confirmed on July 14, 2022. At this time,
the Debtor has and continues to comply with all Bankruptcy filings,
requirements and rules.
The Debtor has not hired a realtor for this sale, only a broker is
being used to sell the Property. It is attempting to it for
$450,000.
After closing costs, commissions, liens and fees, the Debtor still
expects to net approximately $130,000. It plans to use the
proceeds to go towards helping to fix up 2759 Serenidad Dr., Las
Vegas, NV 89123, so he can than sell it.
In light of the foregoing, the Debtor asks the Court to approve the
relief sought.
A copy of the Agreement is available at
https://tinyurl.com/2p92etwt from PacerMonitor.com free of charge.
About Wishing Well Property Investments
Las Vegas-based Wishing Well Property Investments, LLC Series 1
filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 22-10005), disclosing
$2,899,046 in assets and $1,433,401 in liabilities. Russell Roth,
managing member, signed the petition.
Judge August B. Landis oversees the case.
Christopher P. Burke, Esq., at The Law Office of Christopher P.
Burke serves as the Debtor's legal counsel.
YUNHONG CTI: Incurs $969K Net Loss in Third Quarter
---------------------------------------------------
Yunhong CTI Ltd. reported a net loss of $969,000 on $2.26 million
of net sales for the three months ended Sept. 30, 2022, compared to
a net loss of $638,000 on $5.18 million of net sales for the three
months ended Sept. 30, 2021, according to the Company's Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission.
For the nine months ended Sept. 30, 2022, the Company reported a
net loss of $1.39 million on $12.48 million of net sales compared
to a net income of $1.46 million on $17.49 million of net sales for
the nine months ended Sept. 30, 2021.
As of Sept. 30, 2022, the Company had $16.31 million in total
assets, $13.50 million in total liabilities, and $2.81 million in
total stockholders' equity.
The Company has a cumulative net loss from inception to Sept. 30,
2022 of approximately $24 million.
Yunhong CTI stated, "The Company's cash resources from operations
may be insufficient to meet its anticipated needs during the next
twelve months. If the Company does not execute its plan, it may
require additional financing to fund its future planned
operations.
"The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund
operating losses. Management's plans to continue as a going
concern include raising additional capital through sales of equity
securities and borrowing, continuing to focus our Company on the
most profitable elements, and exploring alternative funding sources
on an as needed basis. However, management cannot provide any
assurances that the Company will be successful in accomplishing any
of its plans. The COVID-19 pandemic, supply chain challenges, and
inflationary pressures have impacted the Company's business
operations to some extent and is expected to continue to do so and,
these impacts may include reduced access to capital. The ability
of the Company to continue as a going concern may be dependent upon
its ability to successfully secure other sources of financing and
attain profitable operations. There is substantial doubt about the
ability of the Company to continue as a going concern for one year
from the issuance of the accompanying consolidated financial
statements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1042187/000149315222032813/form10-q.htm
About Yunhong CTI
Lake Barrington, Illinois-based Yunhong CTI Ltd. --
www.ctiindustries.com -- develops, produces, distributes and sells
a number of consumer products throughout the United States and in
over 30 other countries, and it produces film products for
commercial and industrial uses in the United States. Many of the
Company's products utilize flexible films and, for a number of
years, it has been a leading developer of innovative products which
employ flexible films including novelty balloons, pouches and films
for commercial packaging applications.
Yunhong CTI reported a net loss of $7.55 million for the 12 months
ended Dec. 31, 2021, a net loss of $4.29 million for the 12 months
ended Dec. 31, 2020, and a net loss of $8.07 million for the 12
months ended Dec. 31, 2019. As of March 31, 2022, the Company had
$18.26 million in total assets, $14.20 million in total
liabilities, and $4.06 million in total shareholders' equity.
New York, NY-based RBSM LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April
15, 2022, citing that the Company has suffered recurring losses
from operations and will require additional capital to continue as
a going concern. This raises substantial doubt about the Company's
ability to continue as a going concern.
ZOTEC PARTNERS: S&P Alters Outlook to Negative, Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' rating on Carmel, Ind.-based
revenue cycle management (RCM) provider Zotec Partners LLC and
revised the outlook to negative from stable. Issue-level ratings
are unchanged.
The negative outlook reflects elevated refinancing risks with the
revolver and term loan debt maturing within the next 18 months. It
also reflects the downside risk to its base-case forecast, which
assumes Zotec's profitability will significantly increase over the
next 12 months driven by material expense cutting.
S&P said, "The negative outlook reflects elevated refinancing risk
as well as risk to our expectations that the company will generate
positive cash flow in 2023. Zotec's margins have fluctuated for
several years, temporarily elevated in 2021 due in part to a
vaccination management contract and compressed in 2022 due to
significant start-up expenses for a contract. As expenses
normalize, we expect the company to produce EBITDA margins of about
20% (burdened by capitalized software). However, Zotec faces rising
inflationary pressures, potential need for technology investments,
and upfront startup costs for new client wins. Cash flows may also
be impaired by the lengthening of payer reimbursement turnaround
times (as reported by R1 RCM). Cash flow deficits for the past
three quarters are largely due to difficulties with a large client
contract ramp-up, and we expect a free operating cash flow (FOCF)
deficit in 2022 and pressure to our expectations of positive free
cash flows in 2023." Currently, we expect the company's significant
cash balance (about $44.1 million as of September 2022) will be
sufficient to cover cash flow deficits in 2022 and that EBITDA
growth in 2023 will be sufficient to cover mandatory expenses and
produce moderate FOCF.
A recent drop in revenue from the winding down of two large client
contracts does not currently indicate an eroded competitive
position. Zotec's revenue has declined relating to two major
contracts--one client taking its business back to Optum due to a
leadership change and another taking its business in-house in the
third quarter of 2022 after a leveraged buyout. S&P said, "While we
believe both customer losses are one-time events, the transition
highlights that the RCM industry is less sticky than we had
assessed. While net new bookings in 2022 outside of Optum have
exceeded $10 million, accelerated customer losses could lead us to
believe there is an underlying weakness in the business and Zotec's
competitive advantage."
S&P believes the maturing capital structure allows for little
cushion to manage business or financial market related setbacks,
and Zotec's concentration in radiology and emergency medicine
exposes it to some impediments. S&P expects reimbursement pressure
from the Centers for Medicare & Medicaid Services (CMS; Medicare
and Medicaid accounts for about 20% of Zotec's client collections)
due to the expiration of the temporary positive adjustment to the
Medicare Physician Fee Schedule (MPFS) as well as the return of
sequestration. There also remains some uncertainty regarding how
reimbursement rates may evolve under the new internal dispute
resolution process that began this year following passage of the No
Surprises Act, legislation intended for consumer protection in
health care billing. Some practices face reimbursement headwinds as
well as uncertainty from payers trying to impose lower
reimbursement rates by enforcing an Independent Resolution Process
(IDR), a process threatening to delay payments. While reimbursement
pressures and IDR may create some collections hurdles and
fluctuations, it may also create an opportunity for RCMs such as
Zotec to assist struggling practices.
Medicare payment has long been made under the MPFS for the services
of physicians and other billing professionals. The budget
neutrality rule, which requires the Medicare MPFS to be revised to
ensure budget neutrality, determines physician reimbursement. In
2021, CMS streamlined the reporting process for office and
outpatient evaluation and management services and increased
reimbursement. To account for the increase and maintain compliance
with the budget neutrality adjustment, Medicare reimbursements
decreased for many services. While the Consolidated Appropriations
Act modified the 2021 Medicare MPFS, providing a 3.75% increase in
payments, the temporary adjustment has expired. CMS released the
calendar year 2023 MPFS final rule on Nov. 1, 2022, with an
estimated 2% overall decrease in radiology rates. Meanwhile, with
no additional congressional action, a nearly 4.5% Medicare payment
cut to anesthesiologists will take effect on Jan. 1.
Additional pressure may stem from sequestration. In 2014, the
Budget Control Act established an automatic process to produce
savings, in part by the sequester of nonexempt mandatory spending
programs. This sequestration was suspended in May 2020 through the
Coronavirus Aid, Relief, and Economic Security (CARES) Act, and the
suspension was extended several times. The suspension ended March
31, 2022; thus, effective April 1, sequestration began at 1%, and
as of June 30 it increased to 2%. While this sequester is intended
to occur each year through 2029, special rules limit the reduction
of Medicare payments to 2%.
S&P said, "In our view, the company's emergency room concentration
also exposes it to payers continuing to seek ways to reduce
emergency room utilization. Reimbursement risk has been and remains
significant as the industry continues to try to avoid very
expensive emergency room care where possible. We believe the
pricing power of government payers, combined with the desire to
reduce health care costs, should somewhat constrain long-term
revenue growth for emergency room providers. Large and powerful
private third-party payers such as UnitedHealthcare will also
continue to pressure emergency room utilization and payment rates.
"We expect longer payer reimbursement turnaround times for RCM
companies related to labor shortages as well as the normalization
of payer behavior.The volatility of the COVID-19 pandemic
significantly reduced health care spending, which in turn improved
financial performance for many health insurers during 2020. After
the declaration of a public health emergency, payers deployed
financial support and capital to stabilize providers, taking steps
to expand access to health services for both COVID-19 and other
conditions. To ensure patients retained access to health services,
payers expanded eligibility and waived copayments while CMS
required Medicare Advantage organizations to waive certain referral
requirements and cost-sharing policies. To support provider
finances, payers also accelerated payments to providers, advancing
funds in some cases, and eliminated utilization management
protocols or prior authorization in markets experiencing
significant challenges. With the public health emergency set to
expire in January, and medical costs expected to escalate in 2023
due to more normal medical utilization and provider cost inflation,
we expect payers to increase their focus on utilization management
and payment integrity, though Zotec's clients to date have not
experienced longer reimbursement cycles.
"We expect leverage to remain about 7x in 2023, with cash flow
deficits in 2022 turning positive in 2023, and Zotec to maintain
adequate liquidity even without revolver availability. We expect
revenues to decline in 2022, as 2021 benefitted from a vaccination
management contract. We also expect revenues to decline in 2023, as
we do not expect the lost Optum-related revenues to be fully
replaced. The contract, which accounts for about 18% of 2022
revenue, will account for about 5% of 2023 revenue. We expect
low-single-digit percentage organic growth. We expect full-year
margins to be about 15%, improving to about 20% in 2023, burdened
by capitalized software development costs, and that cash flows will
turn positive in the second half of 2023.
"The negative outlook reflects elevated refinancing risks with the
revolver and term loan debt maturing within the next 18 months. It
also reflects the downside risk to our base-case forecast, which
assumes Zotec's profitability will significantly increase over the
next 12 months, driven by material expense cutting."
S&P could lower our rating within the next 12 months if:
-- The company does not address its upcoming debt maturities;
-- Expected improvement in profitability and operating cash flow
doesn't materialize due to poor execution of cost-cutting measures
or ramping up of new contracts; or
-- More contract losses lead S&P to believe they indicate an
underlying weakness of the company.
S&P could revise its outlook to stable if:
-- The company refinances or repays its upcoming debt maturities
and profitability improves, supporting operating cash flow
generation; and
-- S&P expects continuous organic growth and operating cash flow
to be sustained above $10 million.
ESG credit indicators: E-2, S-2, G-5
Governance factors are a very negative consideration in S&P's
credit rating analysis of Zotec. This primarily reflects Zotec's
family-controlled ownership, a board structure that lacks any
independent members, and aggressive shareholder distributions that
could hinder stakeholders.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re 1134 Food LLC
Bankr. E.D.N.Y. Case No. 22-42913
Chapter 11 Petition filed November 22, 2022
See
https://www.pacermonitor.com/view/OOUFEYI/1134_Food_LLC__nyebke-22-42913__0001.0.pdf?mcid=tGE4TAMA
represented by: Marc A. Pergament, Esq.
WEINBERG, GROSS & PERGAMENT LLP
E-mail: mpergament@wgplaw.com
In re 79 Greenlawn, LLC
Bankr. E.D.N.Y. Case No. 22-73260
Chapter 11 Petition filed November 22, 2022
See
https://www.pacermonitor.com/view/OJHIP5Q/79_Greenlawn_LLC__nyebke-22-73260__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Centur Inc Exp
Bankr. D. Wyo. Case No. 22-20393
Chapter 11 Petition filed November 22, 2022
See
https://www.pacermonitor.com/view/IAVEH7Y/Centur_Inc_Exp__wybke-22-20393__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Pizza Tempo. LLC
Bankr. D. Md. Case No. 22-16528
Chapter 11 Petition filed November 22, 2022
See
https://www.pacermonitor.com/view/YS5L63A/Pizza_Tempo_LLC__mdbke-22-16528__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard B. Rosenblatt, Esq.
LAW OFFICES OF RICHARD B. ROSENBLATT, PC
E-mail: rrosenblatt@rosenblattlaw.com
In re Elite Kids Services, Inc.
Bankr. E.D.N.Y. Case No. 22-42915
Chapter 11 Petition filed November 22, 2022
See
https://www.pacermonitor.com/view/KRYHFGI/Elite_Kids_Services_Inc__nyebke-22-42915__0001.0.pdf?mcid=tGE4TAMA
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re Dawg's Sports Bar and Grill, LLC
Bankr. W.D. Pa. Case No. 22-22322
Chapter 11 Petition filed November 22, 2022
See
https://www.pacermonitor.com/view/7GEYV7I/Dawgs_Sports_Bar_and_Grill_LLC__pawbke-22-22322__0001.0.pdf?mcid=tGE4TAMA
represented by: Corey J. Sacca, Esq.
BONONI & COMPANY, P.C.
In re Yolanda Yvette Adams
Bankr. S.D. Tex. Case No. Case 22-33485
Chapter 11 Petition filed November 22, 2022
represented by: Susan Tran Adams, Esq.
In re Laura T. Reis
Bankr. D. Id. Case No. 22-00517
Chapter 11 Petition filed November 22, 2022
represented by: Matthew Christensen, Esq.
JOHNSON MAY
In re Cameco Technologies, LLC
Bankr. D. Minn. Case No. 22-31938
Chapter 11 Petition filed November 23, 2022
See
https://www.pacermonitor.com/view/YM7QJ7Q/Cameco_Technologies_LLC__mnbke-22-31938__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven B. Nosek, Esq.
STEVEN B. NOSEK, P.A.
E-mail: snosek@noseklawfirm.com
In re Mark Booker III Real Estate Corporation
Bankr. D. N.J. Case No. 22-19334
Chapter 11 Petition filed November 23, 2022
See
https://www.pacermonitor.com/view/ZZBBZSA/Mark_Booker_III_Real_Estate_Corporation__njbke-22-19334__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re THK Scottsdale, LLC
Bankr. D. Ariz. Case No. 22-07839
Chapter 11 Petition filed November 22, 2022
See
https://www.pacermonitor.com/view/HPKOIWQ/THK_SCOTTSDALE_LLC__azbke-22-07839__0001.0.pdf?mcid=tGE4TAMA
represented by: Mark J. Giunta, Esq.
LAW OFFICE OF MARK J. GIUNTA
E-mail: markgiunta@giuntalaw.com
In re Patrick Rayshawn Gray
Bankr. M.D. Tenn. Case No. 22-03799
Chapter 11 Petition filed November 23, 2022
represented by: Steven Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ, PLLC
In re Lindell LLC
Bankr. D. Mass. Case No. 22-40838
Chapter 11 Petition filed November 27, 2022
See
https://www.pacermonitor.com/view/7QHKSYI/Lindell_LLC__mabke-22-40838__0001.0.pdf?mcid=tGE4TAMA
represented by: James P. Ehrhard, Esq.
EHRHARD & ASSOCIATES, P.C.
E-mail: ehrhard@ehrhardlaw.com
In re 4137 Clinton Ave, LLC
Bankr. N.D. Ill. Case No. 22-13700
Chapter 11 Petition filed November 28, 2022
See
https://www.pacermonitor.com/view/D7SPNFA/4137_Clinton_Ave_LLC__ilnbke-22-13700__0001.0.pdf?mcid=tGE4TAMA
represented by: Karen Porter, Esq.
PORTER LAW NETWORK
E-mail: porterlawnetwork@gmail.com
In re Rich's Delicatessen & Liquors, Inc.
Bankr. N.D. Ill. Case No. 22-13693
Chapter 11 Petition filed November 28, 2022
See
https://www.pacermonitor.com/view/HM5LICI/Richs_Delicatessen__Liquors_Inc__ilnbke-22-13693__0001.0.pdf?mcid=tGE4TAMA
represented by: David Herzog, Esq.
DAVID R HERZOG
E-mail: drh@dherzoglaw.com
In re Alan R. Layton, DDS
Bankr. W.D. Tex. Case No. 22-51325
Chapter 11 Petition filed November 28, 2022
represented by: William Davis, Esq.
LANGLEY & BANACK, INC.
E-mail: wrdavis@langleybanack.com
In re Dagoberto Rivera
Bankr. D. Conn. Case No. 22-50635
Chapter 11 Petition filed November 28, 2022
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
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are not intended to reflect actual trades. Prices for actual
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then-ending.
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Troubled Company Reporter is a daily newsletter co-published
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