/raid1/www/Hosts/bankrupt/TCR_Public/221205.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, December 5, 2022, Vol. 26, No. 338
Headlines
1205 5TH AVE: Voluntary Chapter 11 Case Summary
18 BRENNAN BROKE: Van Winkle Advises PS Funding, 2 Others
1ST HOSPITALITY: Returns to Chapter 11 Bankruptcy
243 FOOD LLC: Hits Chapter 11 Bankruptcy Protection
AAD CAPITAL: Affiliate Taps RobertDouglas as Investment Banker
ABRAXAS PETROLEUM: Appoints Kenneth Cooper as Class III Director
ACETO CORP: Court Says Ryan's Video-Taped Deposition Admissible
ADLI LAW: Fine-Tunes Plan Documents
ALERISLIFE INC: Falls Short of Nasdaq Minimum Bid Price Requirement
ALFRED MILLER: U.S. Trustee Appoints Creditors' Committee
ALLISON TRANSMISSION: Fitch Hikes IDR to 'BB+', Outlook Stable
ANDREW YOUNG: Gary Sanitary District Buying Gary Property for $3K
ASP LS ACQUISITION: US$455M Bank Debt Trades at 36% Discount
ASTRA ACQUISITION: US$500M Bank Debt Trades at 16% Discount
AVEANNA HEALTHCARE: US$415M Bank Debt Trades at 35% Discount
AVENTIV TECHNOLOGIES: US$1.02B Bank Debt Trades at 16% Discount
BALTIMORE HARLEM: Unsecureds Will Get 100% of Claims in Plan
BAUSCH + LOMB: S&P Upgrades ICR to 'B-', Outlook Positive
BDF ACQUISITION: S&P Upgrades ICR to 'B', Outlook Stable
BELVIEU BRIDGE: Midfield Buying Baltimore Property for $3-Mil.
BERNARD L. MADOFF: Credit Suisse Must Defend v $333M Clawback Suit
BERNARD L. MADOFF: Grosvenor Defendants Must Face Clawback Suit
BERNARD L. MADOFF: Vontobel Defendants' Move to Dismiss Case Denied
BIJOU-CENTURY LLC: Continued Operation & ERTC Recovery to Fund Plan
BLUE RIBBON: US$368M Bank Debt Trades at 20% Discount
BLUE WAVE: Amazing Blue Buys Imperial Beach Property for $4.95-Mil.
BORREGO COMMUNITY: Sets Bid Procedures for Substantially All Assets
BSPV-PLANO: Seeks Continued Cash Collateral Access Thru Dec 31
BUCKHARDT TECHNOLOGIES: Wins Cash Collateral Access Thru Jan 2023
BULLSTRAP LLC: Wins Cash Collateral Access Thru Dec 14
CAMECO TECHNOLOGIES: Court OKs Cash Collateral Access Thru Dec 29
CANO HEALTH: US$644M Bank Debt Trades at 29% Discount
CARMEN RIVERA: Selling Residential Property in Rockville for $480K
CASELLA WASTE: S&P Ups ICR to 'BB' on Stronger 2022 Performance
CELSIUS NETWORK: Troutman 3rd Update on Withhold Account Holders
CG ACQUISITIONS: Bankruptcy Appeal Will Proceed as a Right
CHARLES DEWEESE: Keith Weiner Advises Ford Motor, Ally Bank
CHARLES DEWEESE: Keith Weiner Updates on Ford Motor, Ally Bank
CHECKOUT HOLDING: US$125M Bank Debt Trades at 18% Discount
COMMUNITY CARE HEALTH: US$330M Bank Debt Trades at 20% Discount
CONFLUENCE TECHNOLOGIES: Moody's Alters Outlook on B3 CFR to Neg.
COVENANT SURGICAL: US$100M Bank Debt Trades at 18% Discount
CUSTOM ALLOY: Russell, Cullen Represent Utility Companies
DEALER ACCESSORIES: Creditors to Get Proceeds From Liquidation
DEBOER AGRICULTURAL: O & B Farms Buys Hamilton Property for $1.16MM
DESERT INSTITUTE: Trustee Sells Scottsdale Property for $1.55-Mil.
DGS REALTY: Seeks to Continue Using Cash Collateral Thru Feb 2023
DIMENSIONS IN SENIOR LIVING: Seeks Chapter 11 Bankruptcy
DOCUPLEX INC: Seeks Approval to Hire Hewitt & Behr as Accountant
DODGE DATA & ANALYTICS: US$130M Bank Debt Trades at 26% Discount
DOSHI ASSOCIATES: Starts Subchapter V Bankruptcy Case
DRY MORE: Files Emergency Bid to Use Cash Collateral
DUNTOV MOTOR: Seeks Second Order Approving $80K Corvette Sale
EAGLE PARENT: $75MM Incremental Loan No Impact on Moody's B2 CFR
EAST RIDGE RETIREMENT: Fitch Lowers Issuer Default Rating to RD
ECO PRESERVATION: Hires Hubbard McIlwain as Special Attorney
EDWARD D. HIRSCH MD: Amends Hirsch IRS & Unsecured Claims Pay
ELECTRONICS FOR IMAGING: US$875M Bank Debt Trades at 28% Discount
ELEVATE TEXTILES INC: US$125M Bank Debt Trades at 73% Discount
ENVISION HEALTHCARE: US$5.45B Bank Debt Trades at 68% Discount
FAST RADIUS: Sets Bidding Procedures for Substantially All Assets
FCG ACQUISITIONS: $90MM Loan Add-on No Impact on Moody's B3 CFR
FIRST LINE: Case Summary & 10 Unsecured Creditors
FLEXSYS HOLDINGS: US$475M Bank Debt Trades at 22% Discount
FOREST CITY: Moody's Lowers CFR to B2 & Alters Outlook to Negative
FRANCHISE GROUP: Moody's Alters Outlook on 'B1' CFR to Negative
FTX GROUP: SBF Says Collateral Crashed by $51 Billion as FTX Fell
FUSION PROMOTIONS: Unsecureds to Get Share of Income for 3 Years
GAGE'S GRANITE: Seeks to Hire Glast Phillips & Murray as Counsel
GARDNER DENVER: Moody's Alters Outlook on 'Ba1' CFR to Positive
GLOBAL PROCESSING: U.S. Trustee Appoints Creditors' Committee
GOLDEN SEAHORSE: Court OKs Interim Access to Cash Collateral
GOPHER RESOURCE: US$510M Bank Debt Trades at 34% Discount
GRACE COMMUNITY: Eagle Eye Buying Kennesaw Property for $3.7-Mil.
GROUPE SOLMAX: US$660M Bank Debt Trades at 16% Discount
GTT COMMUNICATIONS: US$1.77B Bank Debt Trades at 37% Discount
GWG HOLDINGs: Has $630MM Replacement DIP Loan from Vida
HAL LUFTIG COMPANY: Case Summary & Three Unsecured Creditors
HELIX FITNESS: Court OKs Cash Collateral Access Thru Feb 2023
HINTONS5 LLC: Neuah Buying Middletown Commercial Property for $325K
HOLONG CS LLC: Wayside Investment Buying Houston Property for $5.5M
HORNBLOWER SUB: US$60M Bank Debt Trades at 30% Discount
I&A DEVELOPMENT: Files for Chapter 11 Bankruptcy
IKON WEAPONS: Unsecureds Will Get 100% via Quarterly Payments
INDRA HOLDINGS: US$50M Bank Debt Trades at 29% Discount
INFINITE SYNERGY: Starts Subchapter V Bankruptcy Proceedings
INNOVATIVE DESIGNS: Reappoints RW Group as Auditor
INVESTMENTS SWK: Files Subchapter V Case
J&C MAY PROPERTIES: Sets Bidding Procedures for All Assets
JAMES LARRY BAIN: Public Auction of Cullman County Property Granted
JASON GROUP: US$77M Bank Debt Trades at 17% Discount
JOHN STACY DAVIDSON: FHS LLC Offers $99K for Flowood Property
JOHN V. GALLY: Disposable Income & Reserve Account to Fund Plan
JOYCARE THERAPY: Voluntary Chapter 11 Case Summary
JVNLDG LLC: Seeks to Hire Hemmings & Snell as Bankruptcy Counsel
KNIGHT HEALTH HOLDINGS: US$450M Bank Debt Trades at 37% Discount
KS WORLD: Unsecured Creditors Will Get 50% of Claims in 60 Months
KUBERLAXMI LLC: Seeks Cash Collateral Access
LACHAETINERIA LLC: Case Summary & One Unsecured Creditor
LATHAN EQUIPMENT: Wins Cash Collateral Access Thru Feb 2023
LEXARIA BIOSCIENCE: Incurs $7.4M Net Loss for Year Ended Aug. 31
LEXARIA BIOSCIENCE: MaloneBailey Replaces Davidson & Co. as Auditor
LHOTSE CIS LLC: Wayside Buying Houston Property for $5.5 Million
LIGADO NETWORKS: US$118M Bank Debt Trades at 61% Discount
LIGCEDB LLC: JJ Capital Buys Los Angeles Property for $1.06-Mil.
LIGHTNING TECHNOLOGIES: Judge Abstains From Hearing Adversary Case
LIQUIGUARD TECHNOLOGIES: Unsecureds Will Get 23.82% Over 5 Years
LONESOME VALLEY: Disposable Income to Fund Plan
LOYALTY VENTURES: US$500M Bank Debt Trades at 55% Discount
MACTAVISH PUBS: Piper's Pub Seeks Chapter 11 Bankruptcy
MARTINEZ QUALITY: Wins Cash Collateral Access Thru Dec 23
MATRIX PARENT: US$160M Bank Debt Trades at 18% Discount
MED PARENTCO LP: US$360M Bank Debt Trades at 25% Discount
MENACHEM LAND: Richtop Property Buying 590 Acres of Land for $4.26M
MESQUITE GENERATION: Moody's Affirms B1 Rating on Sr. Secured Debt
MIDWEST OVERNITE: Court OKs Interim Cash Collateral Access
MIRACLE CENTER: Continued Operation to Fund Plan Payments
MITCHELL INTERNATIONAL: US$525M Bank Debt Trades at 16% Discount
MULVADI CORPORATION: Case Summary & 20 Largest Unsecured Creditors
NEP GROUP: US$240M Bank Debt Trades at 19% Discount
NIKKYO LLC: Unsecureds Will Get 100% of Claims over 5 Years
NOVA CHEMICALS: S&P Alters Outlook to Negative, Affirms 'BB' ICR
NRP VENTURES: Buckmiller Boyette Advises Oak City, PRR
NRP VENTURES: Ellis & Winters Represents Mallard Road Sellers
NRP VENTURES: Narron Wenzel Advises Johnson, Shannon
NUTEX HEALTH: Secures $100M Investment Commitment From Lincoln Park
OSCEOLA FENCE: Sale of Vehicles to Pay Off Ally Bank Claims Granted
PAHRUMP 161: 2010 & 2020 California Judgments Upheld
PECF USS INTERMEDIATE: US$2.00B Bank Debt Trades at 18% Discount
PILATES AND YOGA: Wins Final Cash Collateral Access
PLATFORM II LAWNDALE: Wins Cash Collateral Access Thru Dec 30
PLUS THERAPEUTICS: Gets 180-Day Extension to Comply With Nasdaq
PLUTO ACQUISITION: US$873M Bank Debt Trades at 25% Discount
PREMIER BRANDS: Moody's Lowers CFR to Caa3, Outlook Negative
PROFESSIONAL DIVERSITY: Appeals Nasdaq Delisting Determination
QUOTIENT LIMITED: Regains Compliance With Nasdaq Bid Price Rule
RAGSTER INVESTMENT: Starts Subchapter V Bankruptcy Case
RAKKI LLC: Wins Final Cash Collateral Access
REVERSE MORTGAGE: Seeks Cash Collateral Access, $20MM DIP Loan
REVLON INC: Davis Polk, Kobre 2nd Update on Brandco Lenders
REVLON INC: DIP Lenders Extend RSA Milestone to Dec. 15
RIGHT ON BRANDS: Agrees Not to Use "Endo" Mark in Products
SKY INN: Jan. 9, 2023 Plan Confirmation Hearing Set
SURGERY PARTNERS: S&P Alters Outlook to Positive, Affirms 'B-' ICR
SYMBIONT.IO LLC: Voluntary Chapter 11 Case Summary
SYNDIGO LLC: US$160M Bank Debt Trades at 28% Discount
TALEN ENERGY: Reaches Global Settlement, Amends Plan
TATOOSH DISTILLERY: 9700 B4 Buys Intellectual Property for $85K
TG INTEGRATION: Unsecureds to Split $25K in Liquidating Plan
THREE STAR: Proposes Private Sale of 1997 M&W Trailer for $10.5K
TIMOTHY D. RIEDEL: Selling Phoenix Property to JTCJ LLC for $735K
TUFF TURF: Case Summary & 20 Largest Unsecured Creditors
TURNER OAKWOOD: Court OKs Interim Cash Collateral Access
V.N.D. LLC: $2.9-Mil. Sale of Jamestown Property to KLC Approved
VALLEY TRANSPORTATION: Unsecureds Get $17K Per Quarter for 3 Years
VENUS CONCEPT: Completes $6.72 Million Private Placement Financing
VEREGY CONSOLIDATED: US$248M Bank Debt Trades at 16% Discount
VEREGY INTERMEDIATE: S&P Alters Outlook to Neg., Affirms 'B-' ICR
VERNER D. NELSON: Sells Excess Personal Property Thru Turning Point
VISION DEMOLITION: May Use Cash Collateral Thru Dec 8
VISTAGEN THERAPEUTICS: Chief Medical Officer Resigns
W.A. LYNCH CONSTRUCTION: Case Summary & Top Unsecured Creditors
WESTERN GLOBAL: Moody's Affirms B2 CFR & Alters Outlook to Negative
WHITE RABBIT: Wins Cash Collateral Access Thru Jan 3
WILLIAM HOLDINGS: Has Deal with SBA on Cash Collateral Access
WILLIAMS LAND: Parker Poe Advises on PNC Bank, Balboa Capital
WILLIE J. MINGO: Seeks to Sell Monroe Township Property for $750K
WINC INC: Case Summary & 30 Largest Unsecured Creditors
WOLVERINE WORLD: Moody's Alters Outlook on 'Ba2' CFR to Negative
XPLORNET COMMUNICATIONS: US$995M Bank Debt Trades at 18% Discount
YAK ACCESS: US$680M Bank Debt Trades at 46% Discount
ZAYO GROUP: US$4.96B Bank Debt Trades at 22% Discount
[^] BOND PRICING: For the Week from Nov. 28 to Dec. 2, 2022
*********
1205 5TH AVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 1205 5th Ave. LLC
1205 5th Avenue
Spring Lake, NJ 07762
Case No.: 22-19545
Description: The Debtor is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: December 1, 2022
Court: United States Bankruptcy Court
District of New Jersey
Debtor's Counsel: Andrew J. Kelly, Esq.
THE KELLY FIRM, P.C.
1011 Highway 71
Suite 200
Spring Lake, NJ 07762
Tel: 732-449-0525
Email: akelly@kbtlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by John R.H. Wright as authorized
representative.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/5FBBPNI/1205_5th_Ave_LLC__njbke-22-19545__0001.0.pdf?mcid=tGE4TAMA
18 BRENNAN BROKE: Van Winkle Advises PS Funding, 2 Others
---------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Van Winkle, Buck, Wall, Starnes and Davis, P.A.
submitted a verified statement to disclose that it is representing
PS Funding, Inc., Emmylou Monroe Norfleet, and Andrew Franklin
Penley in the Chapter 11 cases of 18 Brennan Broke Me, LLC.
As of Nov. 30, 2020, the following lien creditors and their
disclosable economic interests are:
PS FUNDING, INC.
2121 Park Place, Suite 250
El Segundo CA, 90245
* Property: 18 Brennan Brook Drive, Asheville, NC
* Promissory Note executed on or about 12/10/2019 with an
approximate balance due of $581,460.71, secured by a Deed of
Trust recorded in the Office of the Register of Deeds for
Buncombe County, NC, in Book 5842, at Page 981 and assigned to
PS Funding, Inc. No Proof of Claim has been filed in this case.
EMMYLOU MONROE NORFLEET
c/o Mark A. Pinkston
The Van Winkle Law Firm
11 N. Market Street
Asheville, NC, 28802
* Property: 168 Avondale Road Asheville, NC
* Promissory Note executed on or about 12/08/2021 with an
approximate balance of principal and interest due of $227,071.88
with a daily rate of interest at $59.96, secured by a Deed of
Trust recorded in the Office of the Register of Deeds for
Buncombe County, NC, in Book 6159, at Page 78. No Proof of Claim
has been filed in this case.
ANDREW FRANKLIN PENLEY
c/o David Matney Matney & Associates PA
22 S Pack Square
Asheville, NC, 28801
* Property: 165 Avondale Road Asheville, NC
* Promissory Note executed on or about 06/03/2021 with an
approximate balance of principal and interest due of
$381,000.00, secured by a Deed of Trust recorded in the Office
of the Register of Deeds for Buncombe County, NC, in Book 605,
at Page 1777. No Proof of Claim has been filed in this case.
This firm was retained by PS Funding, Inc. on 18 Brennan Brook
Drive. At PS Funding's request, this firm continued with
representation in the prior Chapter 11 proceeding of the Debtor
filed in the Western District of North Carolina and bearing Case
Number 21-10142. As allowed by the Court in the Western District
Chapter 11 proceeding, the applicable foreclosure of the Deed of
Trust was resumed, and this firm continued with representation of
PS Funding. PS Funding has requested that this firm represent it in
this case.
This firm was retained by Emmylou Monroe Norfleet for the purpose
of foreclosing on 168 Avondale Road in Buncombe County, NC. At Ms.
Norfleet's request, this firm continued with representation of her
in this case.
This firm was retained by Andrew Franklin Penley for the purpose of
filing a response supporting the Motion Pursuant to 28 U.S.C. §
1412 and Fed. R. Bankr. P. 1014(a)(1) to Transfer Case to the
Western District of North Carolina. Asheville, NC, counsel
representing Mr. Penley in the foreclosure of the applicable Deed
of Trust in Buncombe County, NC, is not admitted in the Eastern
District of North Carolina. Continued representation of Mr. Penley
will be determined after this Court's ruling on the Motion.
Counsel for Creditor can be reached at:
VAN WINKLE, BUCK, WALL, STARNES AND DAVIS, P.A.
Mark A. Pinkston, Esq.
Max E. Pennington, Esq.
PS Funding, Inc.
11 North Market Street
P.O. Box 7376
Asheville, NC 28802
Tel: (828) 258-2991
Fax: (828) 257-2767
E-mail: mpinkston@vwlawfirm.com
mpennington@vwlawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3XWSW9o
About 18 Brennan Broke Me
18 Brennan Broke Me, LLC filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
22-02472) on Oct. 31, 2022, with as much as $10 million in both
assets and liabilities. Julie Nash, manager, signed the petition.
Judge Pamela W. McAfee oversees the case.
J.M. Cook, Esq., at J.M. Cook, PA serves as the Debtor's counsel.
1ST HOSPITALITY: Returns to Chapter 11 Bankruptcy
-------------------------------------------------
1st Hospitality LLC filed for chapter 11 protection in the U.S.
Bankruptcy Court for the District of Nebraska for the second time
in four years.
According to court filings, 1st Hospitality LLC estimates $1
million to $10 million in debt owed to 1 to 49 creditors. The
petition states that funds will not be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Dec. 21, 2022, at 11:00 AM BY PHONE. Proofs of claim are due by
Jan. 31, 2023.
About 1st Hospitality
1st Hospitality LLC is the fee simple owner of a real property
located 117 Cody Avenue, Alliance, NE 69301 with a revenue-based
valuation of $1.62 million.
1st Hospitality previously sought Chapter 11 protection (Bankr. D.
Neb. Case No. 18-41602) on Sept. 29, 2018. The Plan was confirmed
on Nov. 1, 2019.
1st Hospitality filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Neb. Case No. 22-41002) on Nov. 22,
2022. In the petition filed by Anupam Dave, as authorized member,
the Debtor reported assets and liabilities between $1 million and
$10 million each.
The Debtor is represented by:
Patrick Raymond Turner, Esq.
Turner Legal Group, LLC
117 Cody Ave Alliance
Alliance, NE 69301
243 FOOD LLC: Hits Chapter 11 Bankruptcy Protection
---------------------------------------------------
243 Food LLC and 1134 Food LLC filed for chapter 11 protection in
the U.S. Bankruptcy Eastern District of New York.
The Debtors are supermarkets located at 1134 E. New York Avenue,
Brooklyn, New York, and 143-50 243rd Street, Rosedale, New York.
Debtor 243 Food, which owns a retail supermarket in Brooklyn, says
it has 35 employees. Secured creditors AFS Capital LLC and
Associated Supermarket Group, LLC, are owed $5 million. Assets
pledged to the secured creditors have an approximate value of $4
million.
The Debtors filed a motion to use cash collateral and pay employee
wages.
About 1134 Food LLC
243 Food LLC and 1134 Food LLC are supermarkets in Brooklyn, New
York, and Rosedale, New York.
243 Food LLC and 1134 Food LLC each filed a petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-42912 and 22-42913) on Nov. 22, 2022. In the petition filed by
Mazen A. Dayem, as manager, 1134 Food reported assets up to $50,000
and liabilities between $100,000 and $500,000.
The Debtors are represented by:
Marc A Pergament, Esq.
Weinberg, Gross, & Pergament, LLP
1134 East New York Avenue
Brooklyn, NY 11212
AAD CAPITAL: Affiliate Taps RobertDouglas as Investment Banker
--------------------------------------------------------------
Market Street Shreveport, LLC, an affiliate of AAD Capital
Partners, LLC, seeks approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to hire RobertDouglas as its
investment banker and broker.
The firm will assist the Debtor in the refinancing, sale or
recapitalization of its commercial properties.
The firm will charge these hourly fees:
Managing Director $625 per hour
Senior Vice President $500 per hour
Vice President $400 per hour
Associate/Analyst $300 per hour
As disclosed in court filings, RobertDouglas is disinterested as
the term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Douglas Hercher
RobertDouglas
350 5th Ave #5310
New York, NY 10118
Phone: +1 212-993-7424
Email: info@robert-douglas.com
About AAD Capital Partners
AAD Capital Partners, LLC, doing business as Peachtree Battle
Business Services, is a domestic limited liability company.
AAD Capital Partners and its affiliate, Market Street Shreveport,
LLC, filed petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Lead Case No. 22-58223) on Oct. 12, 2022. At
the time of the filing, the Debtors reported between $10 million
and $50 million in both assets and liabilities.
Judge James R. Sacca oversees the cases.
The Debtors are represented by Scroggins & Williamson, P.C. and
Faegre Drinker Biddle & Reath, LLP.
Arena Limited SPV, LLC, a secured creditor, is represented by Eric
W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP and R.
Joseph Naus, Esq., at Wiener, Weiss & Madison, a Professional
Corporation.
ABRAXAS PETROLEUM: Appoints Kenneth Cooper as Class III Director
----------------------------------------------------------------
The Board of Directors of Abraxas Petroleum Corporation appointed
Mr. Kenneth R. Cooper to the Board as a Class III director. Mr.
Cooper was elected to the Board to fill the vacancy created by Mr.
Brian L. Melton's resignation from the Board. The Board will
determine which committees, if any, Mr. Cooper will be appointed to
at the first Board meeting following his election.
Mr. Cooper is also an independent director of Biglari Holdings Inc.
The Company and Holdings consummated the transactions contemplated
by an Exchange Agreement, dated Sept. 27, 2022, pursuant to which
the Company issued shares of its common stock to Holdings in
exchange for Holdings' shares of the Company's Series A Preferred
Stock, which entitled Holdings to vote approximately 90% of the
total voting power of the Company's outstanding capital stock.
As a non-employee director of the Company's Board, Mr. Cooper will
be compensated for his Board membership in the same manner as the
Company's other non-employee directors.
About Abraxas
San Antonio, TX-based Abraxas Petroleum Corporation --
www.abraxaspetroleum.com -- is an independent energy company
primarily engaged in the acquisition, exploration, development and
production of oil and gas.
Abraxas Petroleum reported a net loss of $44.57 million for the
year ended Dec. 31, 2021, a net loss of $184.52 million for the
year ended Dec. 31, 2020, and a net loss of $65 million for the
year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had
$88.15 million in total assets, $15.03 million in total
liabilities, and $73.12 million in total stockholders' equity.
ACETO CORP: Court Says Ryan's Video-Taped Deposition Admissible
---------------------------------------------------------------
In the adversary case styled KAVOD PHARMACEUTICALS LLC (f/k/a
RISING PHARMACEUTICALS, LLC, f/k/a RISING PHARMACEUTICALS, INC.)
and TRI HARBOR HOLDINGS CORPORATION (f/k/a ACETO CORPORATION),
Plaintiffs, v. SIGMAPHARM LABORATORIES, LLC, Defendant, Adv. Pro.
No. 19-2053 (VFP), (Bankr. D.N.J.), Bankruptcy Judge Vincent F.
Papalia denies without prejudice the motion filed in limine by the
Plaintiffs Kavod Pharmaceuticals LLC, f/k/a Rising Pharmaceuticals,
LLC f/k/a Rising Pharmaceuticals, Inc., and Tri Harbor Holdings
Corp., f/k/a Aceto Corporation.
The Plaintiffs filed in limine motion to exclude the use at trial
or any related hearing the video recording of the deposition of the
Plaintiffs' financial expert, Ms. Laureen M. Ryan, conducted on
March 11, 2022, by the Defendant Sigmapharm Laboratories, LLC.
On March 1, 2022, Sigmapharm's Counsel emailed the Plaintiffs'
Counsel: "I am assuming we were going to do the two expert deps
remotely by video conference, the same as we did the 30(b)(6) deps
and send up the exhibits for the day before to be opened on video.
Am I correct?"
On March 2, 2022, the Plaintiffs' Counsel responded: "That works.
We should also agree to follow the stipulation in place for the
30(b)(6) depositions, which I attach here. Please advise. Are you
going to use the same reporting service (Magna)? If so, I'd like to
set up a prep session about its remote platform, so please share a
contact when you have one. I will do the same."
On March 2, 2022, Sigmapharm's Counsel responded, "Yes to the
stipulation."
The Parties' Counsel concur that their informal email exchange of
March 1-2, 2022, was adequate to schedule the depositions of their
forensic experts, Ms. Laureen M. Ryan for Plaintiffs and Mr.
Gregory H. Cowhey for Sigmapharm.
The Plaintiffs ask the Court to bar Sigmapharm's use of the video
recording of Ms. Ryan's March 11, 2022 deposition at trial on the
grounds that:
(i) Sigmapharm did not give Plaintiffs adequate advance notice
of the method of recording; and
(ii) Counsels' email exchange on March 1-2, 2022 did not
constitute Plaintiffs' consent to video recording.
Sigmapharm objected on the grounds that:
(i) there is no requirement under Stipulations About Discovery
Procedure, or Fed. R. Civ. P. 30 that a deposition notice be a
formal, standalone document; a deposition may be scheduled and
stipulated by email;
(ii) the Plaintiffs did consent in the March 1-2, 2022 email
exchange to using the same deposition and recording format that
they had used for the prior corporate representative depositions;
and
(iii) the Plaintiffs' objection is premature and can be raised
at trial, in the event that Ms. Ryan passes the challenge under
Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579, 592-93
(1993) but is unavailable to testify in trial, the only scenario in
which Sigmapharm can foresee resorting to the video recording;
Sigmapharm would otherwise expect to cross-examine Ms. Ryan from
the written transcript.
The Court finds that the email correspondence between the Parties,
while perhaps less than crystal clear, generally provides that the
expert depositions would be conducted in the same manner (without
distinguishing between method and means) as the Fed.R.Civ.Proc.
Rule 30(b)(6) depositions. And it is clear that the depositions of
the 30(b)(6) designees were video recorded. Thus, as to the
30(b)(6) witnesses, the Court concludes that there was prior notice
of the video recording, and those depositions were in fact video
recorded.
Thus, the Court finds that Sigmapharm was acting within its rights
in video recording Ms. Ryan's deposition. The fact that the
Plaintiffs chose not to record Mr. Cowhey's deposition does not
alter this determination, as the Plaintiffs could have video
recorded Mr. Cowhey's deposition, but did not do so. Further, the
Court notes that if the Plaintiffs' Counsel had decided not to
proceed with the deposition of Ms. Ryan on the basis of the video
recording, Sigmapharm could have sent a supplemental notice that
eliminated any doubt as to this issue.
Accordingly, the Court denies the Plaintiffs' request to exclude
the use of the video recording of Ms. Ryan's testimony, but will be
subject to the Plaintiffs' right to object to the introduction of
such video recording under the Federal Rules of Evidence, the
Federal Rules of Civil Procedure or other applicable law (except on
the ground that the video recording was not properly noticed). On
the other hand, Sigmapharm may seek to introduce at trial or any
related hearing the video recording of Ms. Ryan's testimony to the
extent permissible under the Federal Rules of Evidence, the Federal
Rules of Civil Procedure or other applicable law. For purposes of
clarity, Sigmapharm's right to seek to introduce the written
transcript of Ms. Ryan's testimony and the Plaintiffs' right to
object thereto are expressly preserved (except as to the notice
issue).
A full-text copy of the Memorandum Opinion dated Nov. 22, 2022, is
available at https://tinyurl.com/2r35djmp from Leagle.com.
About Aceto Corporation
ACETO Corporation, incorporated in 1947, was focused on the global
marketing, sale and distribution of Human Health products (finished
dosage form generics and nutraceutical products), Pharmaceutical
Ingredients (pharmaceutical intermediates and active pharmaceutical
ingredients) and Performance Chemicals (specialty chemicals and
agricultural protection products). ACETO distributed over 1,100
chemical compounds used principally as finished products or raw
materials in the pharmaceutical, nutraceutical, agricultural,
coatings, and industrial chemical industries.
Aceto and eight affiliates sought Chapter 11 protection (Bankr.
D.N.J. Lead Case No. 19-13448) on Feb. 19, 2019. ACETO disclosed
assets of $753,159,000 and liabilities of $702,848,000 as of Dec.
31, 2018.
The Hon. Vincent F. Papalia is the case judge.
The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons &
Simmons as foreign counsel; PJT Partners LP as an investment banker
and financial advisor; AP Services LLC as restructuring advisor;
and Prime Clerk LLC as claims and noticing agent.
The U.S. Trustee, on Feb. 28, 2019, appointed five members to the
official committee of unsecured creditors. Counsel for the
Committee is Stroock & Stroock & Lavan LLP and Porzio, Bromberg &
Newman, P.C. Houlihan Lokey Capital, Inc., is the Committee's
investment banker. GlassRatner Advisory & Capital Group, LLC, as
its financial advisor.
During the bankruptcy, Aceto sold its chemicals business to an
affiliate of New Mountain Capital LLC for about $422 million, along
with the assumption of certain liabilities and payment of cure
costs. The Debtor used a portion of the proceeds to fully repay
$234.6 million of the outstanding principal, unpaid interest and
fees owed to lenders under two credit agreements, while it used
another $2.6 million of the proceeds to repay a mortgage loan from
JPMorgan Chase Bank.
Aceto also closed the sale of its unit Rising Pharmaceuticals Inc.
to Shore Suven Pharma Inc. for about $15 million.
On June 17, 2019, the Debtors filed their Plan of Liquidation and
related Disclosure Statement. On July 26, 2019, the Bankruptcy
Court entered an order approving the Disclosure Statement. On
September 18, 2019, the Bankruptcy Court entered an order
confirming the Plan. On October 1, 2019, the Effective Date of the
Plan occurred, and the Plan was consummated.
Aceto changed its name to Tri Harbor Holdings Corporation.
ADLI LAW: Fine-Tunes Plan Documents
-----------------------------------
Adli Law Group P.C. submitted a Third Amended Plan of
Reorganization for Small Business dated November 28, 2022.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $300,000.00.
The final Plan payment is expected to be paid on December 31, 2025,
the first day of the thirty-sixth month following the estimated
January 1, 2023 effective date of the plan.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at between approximately nominal and 8.5 cents on the dollar,
depending on the resolution of disputed claims and the amount of
insurance available to pay insured claims. The debtor estimates
that, after all disputed claims are resolved, the total amount of
allowed Class 3(A) (including the uninsured portion of any
previously disputed allowed malpractice claims) will range between
$3.5 million and $115 million. If the disputed malpractice claims
are allowed in a larger aggregate amount, the distributions to all
holders of allowed unsecured claims could be materially lower. This
Plan also provides for the payment of administrative and priority
claims.
The distributions that are required to be made on or after the
Effective Date of this Plan will be funded from (a) the Debtor's
cash balances existing on the Effective Date, (b) the cash
generated from the reorganized Debtor's ongoing business
operations, (c) if the reorganized Debtor sells any assets, the
proceeds generated from such asset sale(s), (d) if the reorganized
Debtor secures an investor, the cash from any infusion of capital,
(e) the amounts received under the settlement agreement with
Dariush Adli, and (f) any other lawful source.
This Plan will be funded with quarterly payments of $25,000
totaling $300,000 over the three-year life of the plan. From those
funds, payments will be made to creditors in the following order of
priority over time: (a) first to pay the fees and expenses of the
Disbursing Agent, (b) then to pay approximately $53,000 in priority
taxes (inclusive of estimated interest, but only if objections
thereto are overruled) in 12 quarterly installments, with the
balance of approximately $240,000 to be distributed pro rata to the
holders of general unsecured claims (Class 3A).
General unsecured claims against the estate total approximately
$124,000,000. The vast majority of that claim total is composed of
a very few, very large disputed malpractice claims that have all
been tendered to the Debtor's various malpractice insurers. The
Debtor has filed or intends to file timely objections to these and
several other disputed claims; and reserves the right to seek
estimation of some or all of those claims. The Debtor currently
believes that only $582,000 of the scheduled and filed claims
(Class 3A) are and should be treated as allowed claims.
In regard to Class 3B, this class consists of alleged malpractice
claims against the Debtor. To the Debtor's knowledge, such claims
have been tendered to the Debtor's malpractice carrier(s) who
issued a policy covering such claim(s). Each of the policies issued
by an insurer has a $1.0 million cap in coverage, which coverage is
reduced by the costs of defense. Once all claims insured by a
specific policy have been liquidated in amount, the claimants
holding such liquidated malpractice claims will share pari passu in
the remaining amount available under such policy, unless the Court
orders otherwise.
On or before the last business day of the given calendar quarter,
the Debtor shall pay to the Disbursing Agent the sum of $25,000.00
("Funding Payment").
A full-text copy of the Third Amended Plan dated November 28, 2022,
is available at https://bit.ly/3H428D5 from PacerMonitor.com at no
charge.
Attorney for the Debtor:
Dean G. Rallis Jr., Esq.
Hahn & Hahn LLP
301 E. Colorado Blvd., 9th Floor
Pasadena, CA 91101-1977
Tel.: (626) 796-9123
Fax: (626) 449-7357
Email: drallis@hahnlawyers.com
About Adli Law Group P.C.
Adli Law Group, P.C., a full-service law firm in Los Angeles, filed
a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No.
21-18572) on Nov. 10, 2021, listing $4,552,705 in assets and
$4,538,284 in liabilities. Dariush G. Adli, president of Adli Law
Group, signed the petition.
Judge Sheri Bluebond oversees the case.
The Debtor tapped Dean G. Rallis Jr., Esq., at Hahn & Hahn, LLP, as
legal counsel.
ALERISLIFE INC: Falls Short of Nasdaq Minimum Bid Price Requirement
-------------------------------------------------------------------
AlerisLife Inc. said it received a notification letter from The
Nasdaq Stock Market LLC informing the Company that, for the last 30
consecutive business days, the bid price of its shares of common
stock, par value $0.01 per share, had closed below $1.00 per common
share, which is the minimum required closing bid price for
continued listing on Nasdaq pursuant to Listing Rule 5550(a)(2).
Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 days,
or until May 8, 2023, to regain compliance with the minimum bid
price continued listing standard. To regain compliance, the
closing bid price of the common shares must meet or exceed $1.00
per common share for a minimum of 10 consecutive business days
during the 180 calendar day grace period.
If the Company is not in compliance by May 8, 2023, it may be
afforded a second 180 calendar day grace period. To qualify for
this additional time, the Company will be required to meet the
continued listing requirement for market value of publicly held
shares and all other initial listing standards for Nasdaq with the
exception of the minimum bid price requirement. If the Company
does not regain compliance within the allotted periods, including
any extensions that it may receive, Nasdaq will provide notice that
the common shares will be subject to delisting.
The Company is monitoring the bid price of the common shares and is
considering its options to achieve compliance with the minimum bid
price continued listing standard.
About AlerisLife
AlerisLife Inc., formerly known as Five Star Senior Living Inc.,
collectively with its consolidated subsidiaries, is a holding
company incorporated in Maryland and substantially all of its
business is conducted by its two segments: (i) residential
(formerly known as senior living) through its brand Five Star
Senior Living, or Five Star, and (ii) lifestyle services (formerly
known as rehabilitation and wellness services) primarily through
its brands Ageility Physical Therapy Solutions and Ageility
Fitness, or collectively Ageility, as well as Windsong Home
Health.
AlerisLife reported a net loss of $29.93 million for the year ended
Dec. 31, 2021, and a net loss of $7.59 million for the year ended
Dec. 31, 2020, and a net loss of $20 million for the year ended
Dec. 31, 2019. As of Sept. 30, 2022, the Company had $382.54
million in total assets, $126.13 million in total current
liabilities, $102.08 million in total long-term liabilities, and
$154.33 million in total shareholders' equity.
ALFRED MILLER: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------
David Asbach, Acting U.S. Trustee for Region 5, appointed an
official committee to represent unsecured creditors in the Chapter
11 case of Alfred Miller Contracting Company.
The committee members are:
1. Star Service, Inc. of Baton Rouge
Robert Miller
527 N. Acadian Thruway
Baton Rouge, LA 70806
Phone: 225-383-0306
Email: robertmiller@star-service.com
2. Kaough & Jones Electric Company, Inc.
Hunter Jones
328 15th Street
Lake Charles, LA 70601
3. Prestique, Inc. d/b/a/ Ranger Roofing & Construction
John George
9335B FM 1960
Dayton TX 77535
4. Sigma Engineers, Inc.
Dr. Sina Nejad
4099 Calder Ave.
Beaumont TX 77706
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Alfred Miller Contracting Co.
Alfred Miller Contracting Company offers general contracting,
fireproofing, specialty precast manufacturing, and field services.
It is based in Lake Charles, La.
Alfred Miller sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. La. Case No. 22-20400) on Nov. 14, 2022, with
between $10 million and $50 million in both assets and liabilities.
Judge John W. Kolwe oversees the case.
Brooke W. Altazan, Esq., at Stewart Robbins Brown & Altazan, LLC is
the Debtor's legal counsel.
ALLISON TRANSMISSION: Fitch Hikes IDR to 'BB+', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Ratings of
Allison Transmission Holdings, Inc. (Allison) and its Allison
Transmission, Inc. (ATI) subsidiary to 'BB+' from 'BB'. Fitch has
also upgraded the ratings on ATI's senior unsecured notes to
'BB+'/'RR4' from 'BB'/'RR4'. Fitch has affirmed the ratings on
ATI's secured revolver and term loan at 'BBB-'/'RR1'.
The ratings of Allison and ATI apply to a $650 million secured
revolving credit facility, $627 million of secured term loan B
borrowings and $1.9 billion of senior unsecured notes.
The Rating Outlook is Stable.
The upgrade of Allison's ratings reflects Fitch's expectation that
earnings and FCF will remain strong over the intermediate term,
even if margins over the next several years do not fully rise back
to pre-pandemic levels. The company's core commercial vehicle
automatic transmission business dominates its category, and the
company is investing in electric vehicle (EV) technology to prepare
for the shift to electrification.
KEY RATING DRIVERS
Strong Market Position: Allison continues to lead the global market
for fully automatic transmissions for commercial vehicles, off-road
equipment and military vehicles. In 2021, 87% of the school buses
and 77% of the class 6 and class 7 commercial trucks manufactured
in North America were delivered with the company's transmissions,
along with 77% of the class 8 straight trucks and 50% of the Class
A motorhomes. Allison's transmissions command a price premium,
which is unusual for a Tier 1 supplier, and Fitch expects the
overall market for commercial vehicle automatic transmissions in
North America to increase over time.
Outside North America, the penetration of commercial vehicle
automatic transmissions remains relatively low. However, acceptance
is growing, particularly in certain emerging markets, where Allison
is well positioned for future growth opportunities.
Electrification Investments: The shift toward greater use of
electric powertrains in commercial vehicles could pose a
longer-term risk to Allison's core transmission business. EVs,
including hydrogen fuel cell vehicles, do not typically incorporate
automatic transmissions in their drivetrains. Although the
technological limitations of commercial EVs will likely result in a
slower transition to electrification than in the light vehicle
sector, it nonetheless poses a risk to Allison's traditional
business.
To mitigate this risk, Allison is one of several commercial vehicle
driveline suppliers investing significantly in EV propulsion
systems for commercial vehicles. Allison made two acquisitions
specializing in electrification technology in 2019, and, in 2021,
it signed a global collaboration partnership agreement with
Jing-Jin Electric, a Chinese producer of electric motors and
inverters.
Allison has been awarded a number of EV-related supply agreements
with manufacturers of commercial vehicles, off-highway equipment
and military vehicles over the past several years, and it has a
strong market position as one of the largest producers of
hybrid-electric propulsion systems for city buses, but it remains
too soon to tell how the electrification transition will affect
Allison's business over the long term.
High Profitability: Prior to the pandemic, Allison produced very
strong EBITDA margins in the 40% range. However, since the pandemic
began, the company's EBITDA margins have generally been running in
the low- to mid-30% range due to supply chain challenges, volatile
customer production schedules, inflationary pressures and
development costs associated with its EV programs.
With many of these issues likely to remain in place for the next
few years, Fitch expects Allison will continue to produce EBITDA
margins in the mid-30% range. Although this level of margin
performance is down from pre-pandemic levels, it is nonetheless
very strong relative to most capital goods and auto suppliers and
about double the level seen at many investments grade-rated auto
suppliers.
Declining Leverage: Allison's leverage has continued to decline in
2022, following the pandemic-driven rise seen a couple years ago.
Lower leverage is primarily the result of increased EBITDA, as
Fitch expects debt to be roughly flat at around $2.5 billion over
the next several years. Fitch expects EBITDA leverage (gross
debt/EBITDA, as calculated by Fitch) to decline to the upper-2x
range by YE 2022 and to fall further, toward the mid-2x range, by
YE 2023.
Strong FCF: Allison has produced solidly positive FCF in every
quarter since becoming a public company in 2012, including every
quarter since the pandemic began in 2020. Fitch expects Allison's
post-dividend FCF margin will decline a bit in 2022, to around
13.5%, primarily due to inflationary pressures, inconsistent
customer production schedules and above-average capex spending.
Beyond 2022, Fitch expects Allison's FCF grow, with FCF margins
rising back toward the upper-teens over the next several years.
This compares with pre-pandemic FCF margins in the low- to mid-20%
range.
Although FCF margins are likely to be lower than pre-pandemic
levels for several years, Fitch expects they will continue to be
more than 8x higher than most investment grade-rated capital goods
or auto suppliers. Fitch expects capex as a percentage of revenue
to run at about 6.5% in 2022 as the company invests in new
technologies, and then to fall back toward the 5% range over the
next several years.
Key Rating Concerns: Aside from the lingering effects of the
pandemic, rating concerns include the heavy cyclicality of the
global commercial vehicle and off-highway equipment markets,
volatile raw material costs and the company's primary focus on one
major product category. The shift toward commercial vehicle
electrification is also a rating concern.
DERIVATION SUMMARY
Allison is among the smaller public capital goods suppliers, with a
more focused and less diversified product offering. Compared with
suppliers such as Cummins, Inc. or Dana Incorporated
(BB+/Negative), Allison is smaller, with sales that are less
geographically diversified, as over three-quarters of Allison's
revenue is derived in North America. That said, its share in many
of the end-markets in which it competes is very high, with well
over 50% penetration in certain end-markets.
Compared with other suppliers in the 'BB' rating category, such as
The Goodyear Tire and Rubber Company (BB-/Stable), Allison's EBITDA
leverage is lower, and its EBIT and FCF margins are much stronger.
Notably, its strong EBITDA margins are more than double those of
many investment-grade capital goods or auto supply issuers, such as
BorgWarner Inc. (BBB+/Stable), Aptiv PLC (BBB/Stable) and Lear
Corporation (BBB/Stable), while its post-dividend FCF margins are
more than 8x higher than many of those higher-rated issuers.
Fitch has used its Parent and Subsidiary Linkage Rating Criteria to
assign ratings to ATI using the stronger subsidiary approach. Based
on the criteria, Fitch has concluded that ring fencing and access
and control are both open. As such, Fitch rates Allison and ATI at
the consolidated level with no notching between the entities.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Agency's Rating Case for the
Issuer:
- Revenue increases about 13% in 2022 on improved demand
conditions, new business wins and some pricing improvement. Revenue
growth moderates to the low-single-digit range in 2023, due to
weakening global macroeconomic conditions, then rises toward the
mid-single-digit range in the outer years as macroeconomic
conditions improve;
- The EBITDA margin runs in the mid-30% range over the next several
years as the benefits of higher production levels are partially
offset by electrification investments and inflation;
- Debt declines slightly through the forecast period as the company
makes amortization payments on its term loan;
- Capex as a percentage of revenue runs at about 6% over the next
couple of years as the company invests in new product programs.
Beyond 2023, capex as a percentage of revenue runs in the 5.0%-5.5%
range;
- Dividend spending is roughly flat through the forecast;
- The company maintains a solid cash position, with excess cash
used for share repurchases or occasional acquisitions.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade: --An increase in the global diversification
of Allison's revenue base and/or growth in under-represented
end-market segments;
- Successfully growing the e-powertrain business;
- Demonstrated commitment to financial policy resulting in
Fitch-calculated mid-cycle debt/EBITDA below 2.5x;
- Maintenance of balanced capital allocation plan and financial
flexibility, including a less encumbered capital structure.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A sustained significant decline in EBITDA margins or an extended
period of negative FCF;
- A competitive entry into the market that results in a significant
market share loss;
- Maintaining Fitch-calculated mid-cycle debt/EBITDA above 3.5x;
- A merger or acquisition that results in higher leverage or lower
margins over an extended period.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects Allison's liquidity to remain
adequate over the intermediate term. At Sept. 30, 2022, the company
had $180 million of cash and cash equivalents. In addition, the
company had $645 million available on ATI's $650 million secured
revolver, after accounting for $5 million of letters of credit
backed by the facility.
Based on its criteria, Fitch treats cash needed to cover
seasonality in a company's business as not readily available for
purposes of calculating net metrics. However, Fitch believes that
Allison's operating cash flow is sufficient to cover the company's
primary cash needs, even in the weakest period of a typical year,
so seasonality is not a significant factor. Therefore, Fitch has
treated all of Allison's cash as readily available.
Debt Structure: Allison's debt structure as of Sept. 30, 2022
consisted of ATI's secured term loan B, which had $627 million
outstanding, and three series of senior unsecured notes issued by
ATI: $400 million of 4.75% notes due 2027, $500 million of 5.875%
notes due 2029 and $1.0 billion of 3.75% notes due 2031.
The term loan is secured by substantially all of Allison's assets,
the assets of Allison's U.S. subsidiaries and certain assets of
ATI's direct and indirect domestic and foreign subsidiaries.
ISSUER PROFILE
Allison supplies fully automatic transmissions to the global
on-highway, off-highway and military end-markets. The company also
manufactures hybrid-electric propulsion systems for city buses, as
well as propulsion systems for the emerging electric commercial
vehicle market.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Allison Transmission,
Inc. LT IDR BB+ Upgrade BB
senior unsecured LT BB+ Upgrade RR4 BB
senior secured LT BBB- Affirmed RR1 BBB-
Allison Transmission
Holdings, Inc. LT IDR BB+ Upgrade BB
ANDREW YOUNG: Gary Sanitary District Buying Gary Property for $3K
-----------------------------------------------------------------
Gary II, LLC, an affiliate of Andrew L. Young, asks the U.S.
Bankruptcy Court for the Northern District of Illinois to authorize
the sale of the real property commonly known as 8841-43 E. Dunes
Highway, in Gary, Indiana 46403, consisting of approximately .07 of
an acre, to Gary Sanitary District, for a purchase price of $3,000,
plus outstanding taxes in the amount of $1,327.18, pursuant to the
terms and conditions of the Agreement of Purchase and Sale.
Over the course of the last several months, the Debtor negotiated
the Contract with the Buyer for the sale of the Dunes Highway
Property for a purchase price of $3,000, plus the outstanding taxes
which are $1,327.18 through the second installment of 2021 payable
2022 taxes that were due earlier this month. The Dunes Highway
Property will be sold via quit claim deed "as-is where-is," with no
representations or warranties, free and clear of liens, claims and
encumbrances, subject only to certain permitted exceptions.
Based on a title search obtained by the Buyer, there are no
encumbrances on the property with the exception of taxes. The
Buyer will be responsible for document preparation and any
additional costs associated with closing the transaction. There
are no broker's commissions due related to the sale. The Treasurer
previously indicated no objection to the proposed sale provided
that all outstanding taxes associated with the property are paid
upon closing.
The Debtor proposes that the net proceeds from the sale of the
Dunes Highway Property will be deposited in the Debtor's DIP
account subject to further order of the Court.
The Debtor submits that the proposed sale is in the best interests
of its bankruptcy estate and should therefore be approved by the
Court.
Furthermore, the Debtor will file and serve a report of sale within
seven days of the closing, as required by Fed. R. Bankr. P.
6001(f)(1) and Local Rule B-6004-1(c).
To ensure that the proposed transactions may proceed promptly to
closing following the entry of an approval order, the Debtor
requests that the Court waives the 14-day stay pursuant to Fed. R.
Bankr. P. 6004(h) for good cause.
A copy of the Agreement is available at
https://tinyurl.com/2t8my7p3 from PacerMonitor.com free of charge.
Wadsworth, Illinois-based Andrew L. Young filed for Chapter 11
bankruptcy protection on November 23, 2009 (Bankr. N.D. Ill. Case
No. 09-44322). Gregory K. Stern, Esq., at Gregory K. Stern, P.C.,
assists the Company in its restructuring effort. The Company was
estimated to have assets at $10 million to $50 million in assets
and liabilities at $1 million to $10 million in its Chapter 11
petition.
ASP LS ACQUISITION: US$455M Bank Debt Trades at 36% Discount
------------------------------------------------------------
Participations in a syndicated loan under which ASP LS Acquisition
Corp is a borrower were trading in the secondary market around 64.5
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$455 million facility is a term loan. The loan is scheduled
to mature on May 7, 2029. The amount is fully drawn and
outstanding.
ASP LS Acquisition Corp. was formed to effectuate the acquisition
of LaserShip, Inc. by the private equity firm American Securities.
ASTRA ACQUISITION: US$500M Bank Debt Trades at 16% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Astra Acquisition
Corp is a borrower were trading in the secondary market around 84.4
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$500 million facility is a term loan. The loan is scheduled
to mature on October 25, 2029. The amount is fully drawn and
outstanding.
Astra Acquisition Corp. was formed by the purchase (from Leeds
Capital), announced January 16, 2020, of both Campus Management
Acquisition Corp. and Edcentric Holdings LLC by private equity firm
Veritas Capital.
AVEANNA HEALTHCARE: US$415M Bank Debt Trades at 35% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Aveanna Healthcare
LLC is a borrower were trading in the secondary market around 65.4
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$415 million facility is a term loan. The loan is scheduled
to mature on December 10, 2029. The amount is fully drawn and
outstanding.
Aveanna Healthcare LLC provides health care services. The Company
offers pediatric skilled nursing, therapy, autism, enteral
nutrition, and adult services.
AVENTIV TECHNOLOGIES: US$1.02B Bank Debt Trades at 16% Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Aventiv
Technologies LLC is a borrower were trading in the secondary market
around 84.5 cents-on-the-dollar during the week ended Friday,
December 2, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$1.02 billion facility is a term loan. The loan is scheduled
to mature on November 1, 2024. About US$979 million of the loan is
withdrawn and outstanding.
Aventiv Technologies is a diversified technology company that
provides innovative solutions to customers in the corrections and
government services sectors. Aventiv is the parent company to
Securus Technologies and AllPaid, leading providers of innovative
products and services.
BALTIMORE HARLEM: Unsecureds Will Get 100% of Claims in Plan
------------------------------------------------------------
Baltimore Harlem Park Investment LLC ("BHPI") and Ruby Jude City
LLC ("RJC") (BHPI and RJC being collectively known as the
"Debtors"), filed with the U.S. Bankruptcy Court for the District
of Columbia a First Amended Consolidated Plan of Reorganization for
Small Business dated November 29, 2022.
BHPI is a limited liability company formed pursuant to the laws of
the State of Maryland on April 21, 2014. BHPI was created to engage
in real estate development and management, with its initial
emphasis being on acquiring RJC.
The goal of BHPI is, and always has been, quite clear: resolve the
litigious infighting between and amongst its members, and use
whatever resources it can muster to proceed with monetizing the
remaining encumbered parcels of real estate that have not either
fallen victim to tax deed sales or shown themselves to be
prohibitive on account of the presence of lead paint.
During the course of this bankruptcy proceeding, however, BHPI has
discovered itself to have been not merely the victim of infighting
but, too, the victim of an unscrupulous attorney whose actions
doomed BHPI long before any membership disputes were ever extant.
Discovery undertaken as BHPI has endeavored to quantify its assets
and identify the disposition of various monies has, in turn,
revealed M. Arnold Politzer, Esq. ("Mr. Politzer") – BHPI's
former counsel, and the substitute trustee under the RJC deed of
trust – to have misappropriated substantial monies belonging to
BHPI, to have manipulated his invoices to BHPI, and to have failed
to give either BHPI or RJC notice of certain foreclosure
proceedings impacting assets encumbered by the lien of RJC.
The Debtors' financial projections show that the Debtors will have
projected disposable income remaining after the payment of
administrative expenses of at least $300,000.00.
The final plan payment is expected to be paid on January 31, 2024.
This Plan of Reorganization proposes to pay creditors of Baltimore
Harlem Park Investment, LLC from the general cash flow of the
Debtors.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. The Plan also provides
for the payment of administrative and priority claims.
Class 1 consists of Allowed nonpriority unsecured claims. The
Debtors will make all plan payments, after allowance for the
payment of allowed administrative expenses, to the holders of
allowed nonpriority general unsecured claims, in the sum total of
$267,775.00. It is projected this will amount to a 100%
distribution. This Class is impaired.
Class 2 consists of Equity security holders of the Debtors. Insight
Investment LLC shall retain a 0.025% interest in BHPI; ZTY shall
have its interest in BHPI increased to 49.00%; and Pinehills
Properties LLC shall have its interest in BHPI decreased to
50.975%. BHPI shall remain the sole equity holder of RJC.
Within 20 days of the confirmation of this Plan, BHPI will borrow
from Pinehills Properties LLC or its designee the sum of $35,000.00
(the "Loaned Monies"). The loan will have a maturity date of three
years from the date of its making, will bear interest at the rate
fixed by regulation in accord with the provisions of Section
1274(d) of Title 26 of the United States Code (using the Federal
short-term rate), and will be unsecured.
The Loaned Monies will be used to pay (i) the allowed
administrative expenses of the Debtors' estates; and (ii) expenses
of the litigation – including expert witness expenses.
The Loaned Monies shall be repaid upon maturity of the promissory
note but in no event shall the Loaned Monies be repaid until such a
time as general unsecured creditors are paid in full under this
Plan.
The Debtors anticipate the litigation (inclusive of the making of a
claim with the Maryland Client Protection Fund) and the involuntary
bankruptcies will, cumulatively (if not individually) produce funds
sufficient to make all payments called for. The Debtors reasonably
believe such payments can be made within 13 months of the date on
which this Plan is confirmed.
A full-text copy of the Consolidated Plan dated November 29, 2022,
is available at https://bit.ly/3gUMu2n from PacerMonitor.com at no
charge.
Counsel for the Debtors:
Maurice B. VerStandig, Esq.
The Belmont Firm
1050 Connecticut Avenue, NW, Suite 500
Washington, DC 20036
Phone: (202) 991-1101
Email: mac@dcbankruptcy.com
About Baltimore Harlem
Baltimore Harlem Park Investment LLC was created to engage in real
estate development and management, with its initial emphasis being
on acquiring Ruby Jude City LLC. The Debtor filed Chapter 11
Petition (Bankr. D.D.C. Case No. 21-00249) on October 7, 2021.
The Debtor is represented by Maurice VerStandig, Esq. of THE
BELMONT FIRM.
BAUSCH + LOMB: S&P Upgrades ICR to 'B-', Outlook Positive
---------------------------------------------------------
S&P Global Ratings raised its ratings on Bausch + Lomb Corp. (B+L),
including the issuer credit rating, by one notch to 'B-' from
'CCC+'.
S&P's view of B+L's credit quality on a stand-alone basis is
unchanged.
The outlook is positive, reflecting the possibility that B+L will
be completely separated from BHC over the next 12 months, which
could lead us to raise the rating by multiple notches.
B+L has been designated an unrestricted subsidiary by parent Bausch
Health Cos. Inc. (BHC).
S&P said, "We view B+L as partially insulated from parent BHC.
While we previously capped our rating on B+L at the level of its
parent BHC, we believe the decision to designate B+L as
unrestricted points to growing independence for the subsidiary.
This is supported by B+L's operating and financial independence
from BHC, our belief that there is a strong economic basis for the
credit strength of B+L to be preserved, and our expectation that a
default at BHC will not lead to a default at B+L. However, given
BHC's 89% ownership of B+L and limited outside shareholder
influence, we believe that B+L's credit quality is still negatively
affected by its parent BHC. Given our view that B+L's stand-alone
credit profile is stronger than that of BHC, we now cap our rating
on B+L at 'B-', one notch above our 'CCC+' rating on BHC.
"On a stand-alone basis, we assess B+L's credit profile at 'bb+',
reflecting its leading position in the eyecare market and our
expectation that the company would maintain leverage between 2x-3x
as an independent company. For more information on B+L's
stand-alone credit quality, please see our research update
published April 20, 2022.
"Our outlook on B+L is positive. The rating is currently capped at
'B-', one notch above parent company BHC given our belief that
B+L's stand-alone credit profile is stronger than that of its
parent.
"We could raise the rating over the next 12 months if we come to
believe that weaker credit quality at BHC no longer poses a risk to
B+L. This could happen if BHC transfers its ownership stake in B+L
to its shareholders. At that point, it's likely we would no longer
tie the rating to that of BHC and we would raise it multiple
notches, potentially as high as B+L's stand-alone credit profile.
We could also raise the rating if we raise the rating on parent
BHC.
"We could revise the outlook to stable if we believed that BHC was
unlikely to further divest from B+L over the near term, which would
leave the rating on the company capped at one notch above the
parent."
ESG credit indicators: E-2, S-3, G-2
S&P said, "The issuer credit rating and ESG credit indicators are
tied to parent company, Bausch Health. Social factors are a
moderately negative consideration in our credit rating analysis of
Bausch Health. Bausch has exposure to elevated interest in drug
price reform in the U.S., where prices and profitability are
highest. We are skeptical the company can offset this pressure by
developing innovative drugs that benefit human health given its
focus in competitive therapeutic areas and its relatively low
proportion of spending on R&D as a percentage of revenue."
BDF ACQUISITION: S&P Upgrades ICR to 'B', Outlook Stable
--------------------------------------------------------
S&P Global Ratings raised its issuer credit rating to 'B' from 'B-'
on U.S.-based specialty furniture retailer BDF Acquisition Corp.
(doing business as Bob's Discount Furniture). The outlook is
stable.
S&P said, "We also raised our issue-level rating on the company's
term loan B to 'B+' from 'B-', reflecting the revised recovery
rating of '2' (70%–90%; rounded estimate: 75%) from '3'.
"The stable outlook reflects our expectation for consistent
positive free operating cash flow (FOCF) and market share
preservation through next year. We also expect the financial
sponsor to maintain its investment without further material
leveraging of BDF Acquisition in fiscal 2023.
"The upgrade reflects paydown of BDF Acquisition's remaining
first-lien 2023 debt and improved credit metrics this year. We
expect S&P Global Ratings-adjusted leverage in the high-3x area in
fiscal 2022 following a cumulative decrease of about $95 million in
the outstanding 2023 term loan. Stronger-than-expected free cash
flow generation in the third quarter and about a $20 million draw
in the asset-based lending (ABL) facility supported the repayment
of the total amount of the stub term loan due in 2023. However,
despite recent improvements in supply chain and operating margins
due to pricing actions, we continue to expect a challenging
macroeconomic backdrop and low consumer confidence, which will
likely lead to deferred spending on discretionary home-related
categories. We forecast FOCF generation in 2023 due to lower
working capital drag and capital expenditure, including for new
stores.
"We expect mid-single-digit percent revenue growth in 2022 coming
from new store contributions. In the third quarter, while
comparable sales were flat, revenue increased 6.8% due to new
stores, a strategy we see slowing in the coming year. In 2023, we
expect comparable sales to remain negative and temporary growth
moderation as the company reduces its store openings pace to
balance long-term growth and operating performance. We expect low-
to mid-single-digit new stores in the coming year compared to a
five-year average of 15. In addition, we expect lower revenue
benefit from customers' backlog, which will likely normalize by the
end of the year.
"We continue to expect free cash flow generation in 2023 and
updated the forecast to reflect current operating performance. BDF
Acquisition reported stronger-than-expected FOCF of $17 million in
the quarter while reported EBITDA was $38 million, a result of
pricing actions and higher delivered sales. However, in our view,
higher costs and intense competition will likely challenge the
company's ability to sustain high operating margins over the next
12 months. Despite some cushion provided by the value-oriented
business model in a weak economic cycle, we view persistent
inflationary pressures as a risk given the price sensitivity of
BDF's customer base and its discretionary products.
"In our view, the company's financial policy will likely remain
aggressive given its financial sponsor ownership. Bain Capital
continues to hold significant ownership of more than 50%, which
weighs on our assessment of the company's financial risk profile.
While not incorporated in our base-case scenario, we believe there
is a risk of releveraging in BDF's capital structure as market
conditions improve and the company resumes its growth strategy.
"The stable outlook reflects our expectation of consistent FOCF and
market share preservation through next year. We also expect the
financial sponsor to maintain its investment without further
material leveraging of BDF Acquisition in fiscal 2023."
S&P could lower the rating if it expects:
-- Leverage to remain above 5x, which could occur if same-store
sales are significantly negative and margins decline, or through
aggressive sponsor-led debt issuance; and
-- The macroeconomic environment to remain challenging with
softening demand or the company's competitive position to weaken,
potentially because new stores are performing poorly, or
competition is heightened.
S&P could raise the rating if the company:
-- Adopts a more conservative financial policy with leverage
sustained in the low-4x area, which would likely require meaningful
exit by the sponsor;
-- Demonstrates a consistent positive same-store sales and track
record of success in its rapid store growth strategy; and
-- Internal cash generation will be sufficient to avoid draws on
the revolver to fund new store growth.
ESG credit indicators: E-2, S-2, G-3
BELVIEU BRIDGE: Midfield Buying Baltimore Property for $3-Mil.
--------------------------------------------------------------
Belvieu Bridge Properties Group, LLC, asks the U.S. Bankruptcy
Court for the District of Maryland to authorize the sale of the
improved real property known as 3915 Belvieu Avenue, in Baltimore,
Maryland 21215, and 4610 Wallington Avenue, in Baltimore, Maryland
21215, to Midfield Properties, LLC for $3 million.
The Debtor owns the Property.
As of the Petition Date, the Property was encumbered by a statutory
lien in favor of the Mayor & City Council of Baltimore for utility
charges in the approximate amount of $23,009.67 (Proof of Claim No.
7) and a mortgage/deed of trust in favor of U.S. Bank National
Association, as Trustee for Velocity Commercial Capital Loan Trust
2017-2 in the approximate amount of $1,515,875.12 (Proof of Claim
No. 3). To the best of the Debtor's knowledge, there are no other
liens or encumbrances on the Property.
Schedule A/B lists the Property as having a value of $731,900. No
formal appraisal has been performed, but the Debtor believes that
any appraisal on the Property will be at or below the proposed
purchase price.
On Nov. 9, 2022, the Debtor entered into a Purchase and Sale
Agreement to sell the Property to the Purchaser for a gross sale
price of $3 million. To the best of the knowledge or information
of Debtor and counsel, the Purchaser is unrelated to any party in
interest in the case.
The Motion is being filed because of the likely request of the
title company for the sale for a "comfort order" approving the
sale.
At closing on the Property, all liens, closing costs, and other
sale and settlement charges will be paid. All administrative
expenses of this case and post-application fees and costs owed the
Counsel and the Subchapter V Trustee will be paid or escrowed
pending further fee applications. Any balance due under the Plan
will be paid. All remaining net proceeds, if any, will be paid to
the Debtor.
The proposed sale is in the interest of the estate because it will
pay all remaining sums due under the Plan.
The Debtor asks the Court to waive the 10-day stay requirement of
Rule 6004(h).
A copy of the Agreement is available at
https://tinyurl.com/2sr2z94x from PacerMonitor.com free of charge.
About Belvieu Bridge Properties Group
Baltimore, Md.-based Belvieu Bridge Properties Group, LLC is the
owner of multi-unit residential apartment buildings located at
3915
Belvieu Avenue & 4610 Wallington Avenue, Baltimore, MD 21215; and
2427-2429 & 2431-2433 Lakeview Avenue, Baltimore, MD 21217. The
company is the owner of fee simple title to the properties, having
a current value of $2.93 million.
Belvieu Bridge Properties Group filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case
No. 21-11452) on March 9, 2021. Zenebe Shewayene, managing
member,
signed the petition. At the time of the filing, the Debtor
disclosed total assets of $3,115,322 and total liabilities of
$3,108,307.
Judge David E. Rice oversees the case. The Weiss Law Group, LLC
serves as the Debtor's legal counsel.
James C. Olson, Esq., represents lender U.S. Bank National
Association, as Trustee for Velocity Commercial Capital Loan Trust
2017-2.
BERNARD L. MADOFF: Credit Suisse Must Defend v $333M Clawback Suit
------------------------------------------------------------------
In the adversary case styled SECURITIES INVESTOR PROTECTION
CORPORATION, Plaintiff-Applicant, v. BERNARD L. MADOFF INVESTMENT
SECURITIES LLC, Defendant. In re: BERNARD L. MADOFF, Debtor. IRVING
H. PICARD, Trustee for the Substantively Consolidated SIPA
Liquidation of Bernard L. Madoff Investment Securities LLC and the
Chapter 7 Estate of Bernard L. Madoff, Plaintiff, v. CREDIT SUISSE
AG; CREDIT SUISSE AG, NASSAU BRANCH; CREDIT SUISSE (LUXEMBOURG) SA;
CREDIT SUISSE INTERNATIONAL; CREDIT SUISSE NOMINEES (GUERNSEY)
LIMITED; CREDIT SUISSE LONDON NOMINEES LIMITED; and CREDIT SUISSE
(UK LIMITED), Defendants, No. 08-01789 (CGM), Adv. Pro. No.
11-02925 (CGM), (Bankr. S.D.N.Y.), Bankruptcy Judge Cecelia G.
Morris denies the motion to dismiss filed by Credit Suisse AG;
Credit Suisse AG, Nassau Branch; Credit Suisse (Luxembourg) SA;
Credit Suisse International; Credit Suisse Nominees (Guernsey)
Limited; Credit Suisse London Nominees Limited; and Credit Suisse
(UK Limited).
The Credit Suisse Defendants seek to dismiss the complaint of
Irving Picard, the trustee for the liquidation of Bernard L. Madoff
Investment Securities LLC. The Defendants seek dismissal for
failure to plead a voidable transfer and failure to plausibly
allege that the Credit Suisse Defendants received BLMIS customer
property. The Credit Suisse Defendants further argue that the Court
should dismiss the complaint due to the affirmative defense of good
faith under Bankruptcy Code Section 550(b) and that Section 546(e)
bars the trustee's claims.
This adversary proceeding was filed on Dec. 12, 2011. The Trustee
seeks to recover approximately $333 million in subsequent transfers
made to the Defendants. The subsequent transfers were derived from
investments with BLMIS made by Fairfield Sentry Limited. Fairfield
Lambda Limited and Fairfield Sigma Limited acted as foreign feeder
funds, facilitating Swiss Franc and Euro investments, respectively,
with BLMIS. Fairfield Sentry, Fairfield Lambda, and Fairfield Sigma
were managed by Fairfield Greenwich Group. The funds are referred
to as "feeder funds" because substantially all of the assets were
invested in BLMIS.
Following BLMIS' collapse, the Trustee filed an adversary
proceeding against Fairfield Sentry and related defendants to avoid
and recover fraudulent transfers of customer property in the amount
of approximately $3 billion. In 2011, the Trustee settled with
Fairfield Sentry. As part of the settlement, Fairfield Sentry
consented to a judgment in the amount of $3.054 billion. The
Trustee then commenced a number of adversary proceedings against
subsequent transferees like the Credit Suisse Defendants to recover
the approximately $3 billion in missing customer property.
The Trustee has pleaded that, based on its investigations to date:
$256.63 million of the money transferred from BLMIS to
Fairfield Sentry was subsequently transferred
by Fairfield Sentry to, or for the benefit of
Credit Suisse AG, Credit Suisse Nassau, Credit
Suisse Luxembourg, Credit Suisse Guernsey,
Credit Suisse London, or Credit Suisse UK;
$73.18 million of the money Fairfield Sigma received from
Fairfield Sentry was transferred to or for the
benefit of Credit Suisse AG, Credit Suisse
Luxembourg, Credit Suisse International,
Credit Suisse Guernsey, Credit Suisse London,
or Credit Suisse UK; and
$3.5 million of the money Fairfield Lambda received from
Fairfield Sentry was transferred to or for
the benefit of Credit Suisse AG, Credit
Suisse Nassau, Credit Suisse Guernsey,
Credit Suisse London, or Credit Suisse UK.
The Credit Suisse Defendants argue that the Trustee's allegations
are implausible because the complaint rests on a "mathematical
impossibility." It is alleged that Fairfield Sentry received only
$3 billion in transfers from BLMIS. Yet, if one were to total all
of the alleged subsequent transfers across all of these BLMIS
adversary proceedings, the Trustee has alleged that Fairfield
Sentry paid out approximately $5 billion. The Credit Suisse
Defendants have asserted that the money they received from
Fairfield Sentry is untainted money that never was invested with
BLMIS simply because the Trustee has filed complaints against other
defendants who may have taken the money first.
In order to determine how Fairfield Sentry spent the billions of
dollars it received from BLMIS, the Court would need review
financial documents in order to trace the monies to all of
Fairfield Sentry's principals, insiders, creditors, and customers.
Undoubtedly, the Court will trace and calculate how Fairfield
Sentry spent its BLMIS (and any non-BLMIS) funds at a later stage
of litigation. At this stage, the Trustee need only assert
allegations that make it seem plausible that the Credit Suisse
Defendants received BLMIS monies.
The Fairfield Complaint, which is incorporated by reference into
this adversary proceeding, alleges the Fairfield Fund was required
to invest 95% of its assets in BLMIS. The Complaint plausibly
alleges that Fairfield Sentry did not have any assets that were not
customer property. In this case, the Trustee is not seeking to
collect $5 billion from the Credit Suisse Defendants. He is seeking
only approximately $333 million, which easily could come from the
$3 billion Fairfield received from BLMIS.
Taking all allegations as true and reading them in a light most
favorable to the Trustee, the Court finds and concludes the
Complaint plausibly pleads the Defendants received customer
property because Fairfield Sentry did not have other property to
give. The calculation of Fairfield Sentry's customer property and
what funds it used to make redemption payments are issues of fact
better resolved at a later stage of litigation. Hence, the Court
will deny the Credit Suisse Defendants' motion to dismiss.
The Credit Suisse Defendants also argue they are entitled to the
"safe harbor" defense, found in 11 U.S.C. Section 546(e), to the
Trustee's allegations concerning the Fairfield Funds transfers. It
is referred to as the safe harbor because it protects a transfer
that is a "settlement payment . . . made by or to (or for the
benefit of) a . . . financial institution or financial
participant," or that is "made by or to (or for the benefit of) a .
. . financial institution or financial participant . . . in
connection with a securities contract." By its terms, the safe
harbor is a defense to the avoidance of the initial transfer.
In light of the safe harbor, the Trustee may only avoid and recover
intentional fraudulent transfers made within two years of the
filing date, unless the transferee had actual knowledge of BLMIS's
Ponzi scheme, or more generally, "actual knowledge that there were
no actual securities transactions being conducted. The safe harbor
was intended, among other things, to promote the reasonable
expectations of legitimate investors.
In a related proceeding captioned as Picard v. Fairfield Inv. Fund
(In re BLMIS), No. 08-01789 (CGM), Adv. No. 09-01239 (CGM), 2021 WL
3477479, at *4 (Bankr. S.D.N.Y. Aug. 6, 2021), the Court has
already determined that the Fairfield Amended Complaint contains
sufficient allegations of Fairfield's actual knowledge to defeat
the safe harbor defense on a Rule 12(b)(6) motion. Indeed, the
district court determined that "those defendants who claim the
protections of Section 546(e) through a Madoff Securities account
agreement but who actually knew that Madoff Securities was a Ponzi
scheme are not entitled to the protections of the Section 546(e)
safe harbor, and their motions to dismiss the Trustee's claims on
this ground must be denied."
Accordingly, the Credit Suisse Defendants are not permitted to
raise the safe harbor defense on its own behalf as a subsequent
transferee. To the extent the Credit Suisse Defendants attempt to
argue whether the initial transfers between BLMIS and Fairfield
fall under the safe harbor, the Court has repeatedly acknowledged
that the Trustee has sufficiently alleged that Fairfield had actual
knowledge that Madoff was not trading securities and thus is not
entitled to the safe harbor defense.
Credit Suisse argues the Court should dismiss the Trustee's
complaint because the complaint establishes the Defendants' "good
faith" defense under section 550(b).
The Court rejects Credit Suisse's attempt to raise a good faith
defense on a motion to dismiss. "Good faith" is an affirmative
defense, and such defenses often require consideration of facts
outside of the complaint and thus are inappropriate to resolve on a
motion to dismiss. Affirmative defenses are fact driven, require a
factual analysis, and a presentation of evidence.
A full-text copy of the Memorandum Decision dated Nov. 21, 2022, is
available at https://tinyurl.com/3rz7hrt9 from Leagle.com.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court’s Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors — Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern — assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of Jan. 31,
2021, and since his appointment in December 2008, the SIPA Trustee
has amassed more than $14.413 billion as a result of recoveries and
settlement agreements. These recoveries exceed similar efforts
related to prior Ponzi scheme recoveries, in terms of dollar value
and percentage of stolen funds recovered. Eligible BLMIS customers
have now received almost 70% of their allowed claims, and the SIPA
Trustee is optimistic that this figure will rise as the Trustee
secure more recoveries and distributions in the future.
BERNARD L. MADOFF: Grosvenor Defendants Must Face Clawback Suit
---------------------------------------------------------------
In the adversary case styled SECURITIES INVESTOR PROTECTION
CORPORATION, Plaintiff-Applicant, v. BERNARD L. MADOFF INVESTMENT
SECURITIES LLC, Defendant. In re: BERNARD L. MADOFF, Debtor. IRVING
H. PICARD, Trustee for the Liquidation of Bernard L. Madoff
Investment Securities LLC, Plaintiff, v. GROSVENOR INVESTMENT
MANAGEMENT LTD., GROSVENOR PRIVATE RESERVE FUND LIMITED, and
GROSVENOR BALANCED GROWTH FUND LIMITED, Defendants, Case No.
08-01789 (CGM), Adv. Pro. No. 12-01021 (CGM), (Bankr. S.D.N.Y.),
Bankruptcy Judge Cecelia G. Morris denies the motion to dismiss
filed by Grosvenor Investment Management Ltd., Grosvenor Private
Reserve Fund Limited, and Grosvenor Balanced Growth Fund Limited.
The Grosvenor Defendants seek to dismiss the complaint of Irving
Picard, the trustee for the liquidation of Bernard L. Madoff
Investment Securities LLC. The Grosvenor Defendants argue that (a)
the safe harbor bars the Trustee's recovery of this transfer, (b)
the Trustee has failed to allege that they hold BLMIS customer
property, (c) the Court lacks personal jurisdiction, (d) the
Trustee has failed to plead a cause of action under Federal Rule of
Civil Procedure 8, and (e) the Trustee has improperly used adoption
by reference.
This is an adversary proceeding commenced in Bankruptcy Court, in
which the main underlying SIPA Proceeding, Adv. Pro. No. 08-01789
(CGM), is pending. The SIPA Proceeding was originally brought in
the U.S. District Court for the Southern District of New York as
Securities Exchange Commission v. Bernard L. Madoff Investment
Securities LLC et al., No. 08-CV-10791, and has been referred to
the Bankruptcy Court.
The Trustee seeks to recover subsequent transfers made to the
Grosvenor Defendants. Grosvenor Management is the fund manager of
Grosvenor Private and Grosvenor Balanced and maintains a place of
business in Bermuda. Grosvenor Private and Grosvenor Balanced are
funds registered in Bermuda.
The subsequent transfers were derived from investments with BLMIS
made by Fairfield Sentry Limited. Fairfield Sentry is considered a
"feeder fund" of BLMIS because the intention of the fund was to
invest in BLMIS.
Following BLMIS' collapse, the Trustee filed an adversary
proceeding against Fairfield Sentry and related defendants to avoid
and recover fraudulent transfers of customer property in the amount
of approximately $3 billion. In 2011, the Trustee settled with
Fairfield Sentry. As part of the settlement, Fairfield Sentry
consented to a judgment in the amount of $3.054 billion. The
Trustee then commenced a number of adversary proceedings against
subsequent transferees like the Grosvenor Defendants to recover the
approximately $3 billion in missing customer property.
The Grosvenor Defendants object to the Trustee's assertion of
personal jurisdiction. In the Complaint, the Trustee argues that
Defendants purposefully availed itself of the laws of the United
States and New York. The Trustee alleges that the Grosvenor
Defendants "knowingly directed funds to be invested with New
York-based BLMIS through [Fairfield Sentry]." The Trustee has also
alleged that Fairfield Sentry invested almost all of its assets in
BLMIS. Additionally, the Trustee has alleged that the Grosvenor
Defendants "entered into subscription agreements with Fairfield
Sentry under which they submitted to New York jurisdiction, sent
copies of the agreements to Fairfield Greenwich Group's New York
City office, and wired funds to Fairfield Sentry through a bank in
New York" and "thus derived significant revenue from New York and
maintained minimum contacts and/or general business contacts with
the United States and New York in connection with the claims
alleged herein."
The Court finds that the Complaint contains allegations that are
legally sufficient to constitute a prima facie showing of personal
jurisdiction with respect to all of the Fairfield Funds subsequent
transfers at issue in his Complaint. The Court concludes that the
Trustee has met his burden of alleging jurisdiction as to each
subsequent transfer that originated with BLMIS by alleging that the
Grosvenor Defendants intentionally invested in BLMIS. Likewise, the
Trustee has met his burden of alleging jurisdiction over each
transfer that received through that New York bank account by
alleging that the Grosvenor Defendants used a New York bank
account.
The Trustee pleaded the avoidability of the initial transfer (from
BLMIS to Fairfield Sentry) by adopting by reference the entirety of
the complaint filed against Fairfield Sentry in the adversary
proceeding titled Picard v. Fairfield Inv. Fund Ltd., Adv. Pro. No.
09-1239, (S.D.N.Y.). The Grosvenor Defendants argue that the
wholesale adoption of the Fairfield Complaint violates Federal Rule
of Civil Procedure 8.
The Court disagrees with Grosvenor Defendants' argument. The Court
maintains that the Defendants have been privy to information that
the Court has not seen. Fairfield Sentry has a complicated
corporate structure with various insiders many of whom are alleged
to have had knowledge of BLMIS' fraud. The Court has reviewed the
Fairfield Complaint, in detail, on numerous occasions, and there is
not much of that document that could be omitted. Thus, insisting
that the Trustee re-allege all of the allegations contained in the
Fairfield Complaint is unnecessary, burdensome, and duplicative. In
fact, the district court has already found that adoption by
reference of the entire Fairfield Complaint is proper. Hence, the
Court will follow the district court's instruction.
The Court rules that Safe Harbor does not bar the avoidance of the
Fairfield Initial Transfers. The Court notes of the district
court's determination that "those defendants who claim the
protections of Section 546(e) through a Madoff Securities account
agreement but who actually knew that Madoff Securities was a Ponzi
scheme are not entitled to the protections of the Section 546(e)
safe harbor, and their motions to dismiss the Trustee's claims on
this ground must be denied." The Court is powerless to reconsider
this issue, agrees with the district court's reasoning.
The Court has already determined that the Fairfield Complaint
contains sufficient allegations of Fairfield Sentry's actual
knowledge to defeat the safe harbor defense on a Rule 12(b)(6)
motion. By its terms, the safe harbor is a defense to the avoidance
of the initial transfer. Hence, the safe harbor is not applicable
to subsequent transfers as in this case.
The Trustee has pleaded that "based on the Trustee's investigation
to date, approximately $13 million of the money transferred from
BLMIS to Fairfield Sentry was subsequently transferred by Fairfield
Sentry to Grosvenor Balanced and/or Grosvenor Management."
Approximately $14.32 million of the money transferred from BLMIS to
Fairfield Sentry was subsequently transferred by Fairfield Sentry
to Grosvenor Private and Grosvenor Management.
The Grosvenor Defendants have asserted that the money they received
from Fairfield Sentry is untainted money that never was invested
with BLMIS simply because the Trustee has filed complaints against
other defendants who may have taken the money first.
In order to determine how Fairfield Sentry spent the billions of
dollars it received from BLMIS, the Court would need to review
financial documents in order to trace the monies to all of
Fairfield Sentry's principals, insiders, creditors, and customers.
Undoubtedly, the Court will trace and calculate how Fairfield
Sentry spent its BLMIS (and any non-BLMIS) funds at a later stage
of litigation. At this stage, the Trustee need only assert
allegations that make it seem plausible that the Grosvenor
Defendant received BLMIS monies. Accordingly, the Court denies
Grosvenor Defendants' motion to dismiss.
A full-text copy of the Memorandum Decision dated Nov. 21, 2022, is
available at https://tinyurl.com/2etxkwz7 from Leagle.com.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court’s Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of Jan. 31,
2021, and since his appointment in December 2008, the SIPA Trustee
has amassed more than $14.413 billion as a result of recoveries and
settlement agreements. These recoveries exceed similar efforts
related to prior Ponzi scheme recoveries, in terms of dollar value
and percentage of stolen funds recovered. Eligible BLMIS customers
have now received almost 70% of their allowed claims, and the SIPA
Trustee is optimistic that this figure will rise as the Trustee
secure more recoveries and distributions in the future.
BERNARD L. MADOFF: Vontobel Defendants' Move to Dismiss Case Denied
-------------------------------------------------------------------
Bankruptcy Judge Cecelia G. Morris denies the motion to dismiss
filed by defendants Bank Vontobel AG f/k/a Bank J. Vontobel & Co.
AG and Vontobel Asset Management Inc. in the adversary case styled
SECURITIES INVESTOR PROTECTION CORPORATION, Plaintiff-Applicant, v.
BERNARD L. MADOFF INVESTMENT SECURITIES LLC, Defendant. In re:
BERNARD L. MADOFF, Debtor. IRVING H. PICARD, Trustee for the
Liquidation of Bernard L. Madoff Investment Securities LLC,
Plaintiff, v. BANK VONTOBEL AG f/k/a BANK J. VONTOBEL & CO. AG, and
VONTOBEL ASSET MANAGEMENT INC. Defendants, Case No. 08-01789 (CGM),
Adv. Pro. No. 12-01202 (CGM), (Bank. S.D.N.Y.).
Irving Picard, the trustee for the liquidation of Bernard L. Madoff
Investment Securities LLC, filed a complaint seeking to recover
approximately $26.9 million in subsequent transfers made to the
Defendants, allegedly consisting of BLMIS customer property. The
subsequent transfers were derived from investments with BLMIS made
by Fairfield Sentry Limited and Fairfield Sigma Limited. Fairfield
Sentry and Fairfield Sigma are "feeder funds" because the intention
of the funds was to invest in BLMIS.
At the time of the alleged transfers, the Defendants were part of
Vontobel Holding AG, a Swiss independent private bank and
international asset manager. Bank Vontobel is a Swiss private bank
with headquarters located in Zurich. Vontobel Management is a New
York Corporation with an address in New York.
The Defendants object to the Trustee's assertion of personal
jurisdiction. But the Trustee argues in the Complaint that the
Defendants purposefully availed themselves of the laws of the
United States and New York by directing funds to be invested with
New York-based BLMIS through the Fairfield Funds and receiving
subsequent transfers of customer property from BLMIS by withdrawing
money from the Fairfield Funds.
The Defendants further argue that the Trustee has failed to allege
sufficient minimum contacts with the United States.
The Complaint suggests otherwise, the Court observes. In the
Complaint, the Trustee alleges that "the Defendants "directed funds
to be invested with New York-based BLMIS through the Fairfield
Funds" and "knowingly received subsequent transfers from BLMIS by
withdrawing money from the Feeder Funds." The Trustee has also
alleged that "Fairfield Sentry invested almost all of its assets in
BLMIS. . . "under Fairfield Sentry's offering memorandum, the
fund's investment manager was required to invest no less than 95%
of the fund's assets through BLMIS. . . The manager has established
a discretionary account for the Fund at Bernard L. Madoff
Investment Securities, Inc. . . . a registered broker-dealer in New
York who utilizes a strategy described as "split strike
conversion", to which it allocates the predominant portion of the
Fund's assets."
In addition, the Trustee has submitted additional evidence in
response to the motion to dismiss: (a) evidence that the Defendants
used bank accounts in New York to send subscription payments to and
receive redemption payments from Fairfield Sentry's bank account at
HSBC in New York; (b) Bank Vontobel communicated with Fairfield
Greenwich Group personnel in New York to discuss investments with
Fairfield Sentry; (c) one fax cover page sent to Bernard Madoff by
Jeffrey Tucker of Fairfield Greenwich Group attests to a meeting in
New York between Bernard Madoff, Fairfield Greenwich Group, and
representatives of several entities including "three people from
Bank Vontobel, Peter Newell, Henry Schlegel and Thomas Wittwer."
The Court finds that the Trustee's subsequent transfer claims
against the Defendants for monies they received from Fairfield
Sentry and Fairfield Sigma are directly related to investment
activities with Fairfield and BLMIS. The Court determines that the
redemption and other payments that the Defendants received as
direct investors in a BLMIS feeder fund arose from the New York
contacts such as sending subscription agreements to New York,
wiring funds in U.S. dollars to New York, sending redemption
requests to New York, and receiving redemption payments from a Bank
of New York account in New York, and were the proximate cause of
the injuries that the Trustee sought to redress. The Court
concludes that this suit is affiliated with the alleged in-state
conduct.
Having found sufficient minimum contacts, the Court determines that
the Defendants are not burdened by this litigation. Bank Vontobel
and Vontobel Management have actively participated in the Court's
litigation for over ten years. They are represented by highly
competent U.S. counsel, filed claims in the SIPA litigation, and
submitted to the jurisdiction of New York courts' when they signed
subscription agreements with Fairfield Sentry. Hence, the forum and
the Trustee both have a strong interest in litigating BLMIS
adversary proceedings in this Court.
Furthermore, the Court believes the Defendants will not be
prejudiced if it allows the Trustee to incorporate the Fairfield
Amended Complaint by reference. On the other hand, the Court
believes that if it will dismiss the Complaint and permit the
Trustee to amend his Complaint to include all of the allegations
that are already contained in the Fairfield Amended Complaint, it
would prejudice all parties by delaying the already overly
prolonged proceedings.
The Trustee pleaded the avoidability of the initial transfers (from
BLMIS to Fairfield Sentry) by adopting by reference the entirety of
the Fairfield Amended Complaint filed against Fairfield Sentry in
Adversary Proceeding No. 09-01239. Through the adoption of the
Fairfield Amended Complaint, the Trustee has adequately pleaded,
with particularity, the avoidability of the initial transfers due
to the Fairfield Funds' knowledge of BLMIS' fraud.
On the issue of the safe harbor, the Court adopts the district
court's reasoning in: Picard v. Fairfield Inv. Fund (In re BLMIS),
No. 08-01789(CGM), Adv. No. 09-01239 (CGM), 2021 WL 3477479, at
*3-*7 (Bankr. S.D.N.Y. Aug. 6, 2021), where the Court held that
"those defendants who claim the protections of Section 546(e)
through a Madoff Securities account agreement but who actually knew
that Madoff Securities was a Ponzi scheme are not entitled to the
protections of the Section 546(e) safe harbor, and their motions to
dismiss the Trustee's claims on this ground must be denied. . . to
the extent that a defendant claims protection under Section 546(e)
under a separate securities contract," this Court was directed to
"adjudicate those claims in the first instance consistent with [the
district court's] opinion."
According to Judge Morris, the burden of proving good faith falls
squarely on the Defendants, and the Court cannot decide on the
Defendants' affirmative defense until after a fact-intensive
inquiry. Having determined that "good faith" cannot be found on the
face of a complaint, the Court must deny the Defendants' motion on
this element.
A full-text copy of the Memorandum Decision dated Nov. 18, 2022, is
available at https://tinyurl.com/28urxbyr from Leagle.com.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of Jan. 31,
2021, and since his appointment in December 2008, the SIPA Trustee
has amassed more than $14.413 billion as a result of recoveries and
settlement agreements. These recoveries exceed similar efforts
related to prior Ponzi scheme recoveries, in terms of dollar value
and percentage of stolen funds recovered. Eligible BLMIS customers
have now received almost 70% of their allowed claims, and the SIPA
Trustee is optimistic that this figure will rise as the Trustee
secure more recoveries and distributions in the future.
BIJOU-CENTURY LLC: Continued Operation & ERTC Recovery to Fund Plan
-------------------------------------------------------------------
Bijou-Century, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of California a Second Amended Plan of
Reorganization for Small Business under Subchapter V.
The Debtor operates a gentleman's club known as "The New Century
Theater" located in the Tenderloin neighborhood of San Francisco
(the "Century").
The Century's business was severely damaged by the Pandemic and the
resulting collapse of the San Francisco convention industry.
Bijou-Century is also the subject of several pending lawsuits and
was entirely unable to support its litigation expenses, its past
litigation settlements and its potential prospective litigation
exposure. Only through a Chapter 11 reorganization will it be able
to survive, continue to employ more than 28 persons and provide for
payment to creditors.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $134,300. The Debtor
expects to fund the full payment required under the Plan within 36
months after the Plan is confirmed.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash on hand, and anticipated Employee Retention Tax Credit
("ERTC") recovery, and cash profits from operations.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan is unable
to value in terms of cents on the dollar because the total amount
of all claims is unknown. This Plan also provides for the payment
of administrative and priority claims.
Class 1 consists of Priority claims. Class 1 is not impaired by
this Plan. Each holder of a Class 1 Priority Claim will be paid in
full, in cash, upon the later of the effective date of this Plan,
or if the claim is the subject of an Objection, the date on which
such claim is allowed by a final non-appealable order.
Class 2 consists of Non-priority unsecured creditors. Allowed
general unsecured claims will receive one or more pro rata
distribution(s) from the GUC Pot.
Class 3 consists of Equity security holders of the Debtor. Equity
holders are unimpaired under this Plan and are deemed to accept
it.
The Reorganized Debtor shall fund timely payment of administrative
and priority claims under the Plan. The Court Required Payment
shall be $472,940.43. The Reorganized Debtor shall pay the entire
amount of the Required Payment by (a) directly paying
administrative and priority claims, and (b) depositing the balance
of the Required Payment into the GUC Pot.
Whenever, from time to time, the Reorganized Debtor's cash on hand
exceeds (a) the face amount of unpaid administrative and priority
claims, and (b) $130,000, it shall deposit such excess to the GUC
Pot. The Reorganized Debtor shall report to the Plan Administrator
from time to time and upon request, to enable the Plan
Administrator to monitor compliance with this provision.
The post-confirmation fees and costs of only the Plan Administrator
shall be paid from the GUC Pot on a current basis, subject to
adjustment upon review by the Court of his final fee application.
A full-text copy of the Plan of Reorganization dated November 29,
2022, is available at https://bit.ly/3B9RsyV from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Michael St. James, Esq.
St. James Law, PC
22 Battery Street, Suite 810
San Francisco, CA 94111
Telephone: (415) 391-7566
Facsimile: (415) 391-7568
Email: michael@stjames-law.com
About Bijou-Century LLC
Bijou-Century, LLC owns and operates an adult theater in San
Francisco, California.
Bijou-Century, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Case No. 22-30126)
on March 13, 2022. The petition was signed by Joseph Carouba as
managing member of the LLC. At the time of filing, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Hannah L. Blumenstiel presides over the case.
Michael St. James, Esq. at ST. JAMES LAW, P.C. serves as the
Debtor's counsel.
BLUE RIBBON: US$368M Bank Debt Trades at 20% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Blue Ribbon LLC is
a borrower were trading in the secondary market around 79.6
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$368 million facility is a term loan. The loan is scheduled
to mature on May 7, 2028. About US$354 million of the loan is
withdrawn and outstanding.
Blue Ribbon, LLC (parent company of Pabst Brewing Company) is one
of the largest privately held independent brewers in the US, though
well behind market leaders in scale, with a portfolio of iconic
American beer brands.
BLUE WAVE: Amazing Blue Buys Imperial Beach Property for $4.95-Mil.
-------------------------------------------------------------------
Blue Wave Enterprise, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to sell the real
property located at 550 Highway 75, in Imperial Beach, CA 91932,
and 624 7th St., in Imperial Beach, CA 91932, which includes three
lots, APNs 625-140-08, 626-070-33 and 626-070-57, outside the
ordinary course of business to Amazing Blue Wave, LLC, for $4.95
million, subject to overbid.
A hearing on the Motion is set for Dec. 12, 2022, at 2:30 p.m.
The Property, comprised of a 3 lots totaling 1.34 acres, mixed use
development, is the Debtor's only asset and with the sale will pay
off commissions, closing costs, its secured loans, and property
taxes. There is a large judgment lien which was recorded within
the preference period and could be avoided through an adversary
action. The Debtor does not have funds to engage in litigation but
will seek to have the Court order the sale free and clear of this
lien pursuant to Bankruptcy Code Section 363(f)(3) & (5).
The estate will benefit from the proposed sale of the Property by
paying the majority of the encumbrances. The proposed sale of the
Property is for the highest and best offer the Debtor has received
in the last several years and based on a proposed sale negotiated
in good faith in an arm's-length transaction without any collusion
by any party.
On Oct. 21, 2022, the Buyer, through its managing member Jeffrey
Fleming, submitted its offer to purchase the Property for the
amount of $4.95 million. This is memorialized by execution of a
Vacant Land Purchase Agreement and Joint Escrow Instructions and
related documents. On Nov. 5, 2022, the Debtor submitted a
Counteroffer No. 1, Addendum No. 1 and Bankruptcy addendum No. 1 to
Counteroffer executed by both managers in response to the Buyer's
Offer. The Buyer accepted these by signing all documents on Nov.
7, 2022.
Addendum No. 1 which included the second address and corrected the
Assessors' Parcel Number given adding correct numbers for all three
lots. The Bankruptcy Addendum removed all contingencies.
The Buyer's offer is the only offer the Debtor has received and is
currently the best option it has. The overbid process will assure
the Debtor receives the highest and best offer possible. Thus, the
sale is in the best interest of the estate.
The terms of the sale include, without limitation, the following:
a. The purchase price of $4.95 million for the Property which
is inclusive of commissions and payable by initial deposit of
$100,000.00, to be deposited in escrow within 24 hours after court
approval of the sale, and the balance of the purchase price due
before the closing date of escrow;
b. Escrow for the sale of the Property will close not later
than 45 days after entry of the order approving the sale;
c. The Property is being sold on an "as is, where is" basis,
without any representations or warranties, with no loan, appraisal
or inspection contingencies;
d. The Buyer warrants its financial resources are as
represented and sufficient to purchase the Property at the agreed
price;
e. The sale is free and clear of liens, encumbrances, and
interests; and
f. The sale is subject to overbids.
g. The Purchase Agreement provides for the sale to close
within 45 days after the entry of the Court Order approving the
Sale. However, Debtor has been advised the sale will close by the
end of this year.
The Debtor will seek to sell the Property subject to the followings
Overbid Procedures:
a. Bid Deadline: No later than 5:00 pm (PST), on the business
day that is at least two days prior to the hearing on the Motion
b. Initial Bid: $5 million (i.e., the current sales price of
the Property plus a $50,000 minimum overbid), cash or certified
check payable to the Debtor
c. Deposit: $50,000 made payable to Blue Wave Enterprises,
LLC
d. Auction: In the event the Debtor receives any Overbid, the
bidder will be able to participate in an auction to be conducted at
the hearing on the Motion as is necessary to increase their bid.
e. Bid Increments: $20,000
The costs of sale include real estate commissions in the amount of
6% of the sales price of the Property to be divided with 3% to the
Seller/Debtor's Agent/Broker and 3% to the Buyer's Agent/Broker.
The proposed sale is free and clear of liens and encumbrances
beyond those covered by the sales price of the Property. All
voluntary liens will be paid from the sale proceeds. Each creditor
should make a demand into escrow for the current amount owed.
However, there is a large judgment lien in the amount of
$2,445,881. The Debtor does not anticipate any objections as the
Purchase Price which will pay all of the first liens, taxes, costs
of sales, commissions, etc.
The Purchase Price is not sufficient to pay all of claimed secured
amount. However, the Abstract of Judgment in favor of Ed Fleming,
no relation to the Buyer's managing member with the same last name,
which created the lien recorded on Feb. 16, 2022, is within the
90-day period before the Petition was filed on April 24, 2022, and
the lien avoidable as a preference and could be treated as
unsecured debt.
In order to complete the sale in the case, and to not miss the
opportunity presented by the sale to Debtor, the estate and its
creditors, the Debtor respectfully requests that the order on the
Motion be effective immediately, notwithstanding the 14-day stay
imposed by FRBP 6004(h).
About Blue Wave
Blue Wave Enterprise, LLC sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. S.D. Cal. Case No. 22-01075) on Apr. 24,
2022, listing up to $10 million in assets and $7,334,897 in
liabilities. The petition was signed by David Brienza, managing
member. Judge Christopher B. Latham oversees the case.
The Debtor tapped Totaro & Shanahan as general insolvency counsel.
BORREGO COMMUNITY: Sets Bid Procedures for Substantially All Assets
-------------------------------------------------------------------
Borrego Community Health Foundation seeks approval from the U.S.
Bankruptcy Court for the Southern District of California of bidding
procedures in connection with the sale of substantially all
assets.
The Debtor and Isaac Lee, of Ankura Consulting Group, LLC, as its
Chief Restructuring Officer, have analyzed its restructuring
options and determined that a sale of substantially all of its
assets is in the best interest of the Debtor, the estates, patients
and stakeholders. Consequently, on Oct. 28, 2022, Ankura created a
data room which will be made available to potential purchasers
following the execution of a confidentiality agreement.
Nine potential purchasers have already signed a confidentiality
agreement and will obtain access to the data room after the filing
of the Motion. The Debtor and Ankura have identified additional
potential buyers for the Purchased Assets and plan to reach out to
these parties regarding the sale. The Debtor and its advisors will
continue to market the Purchased Assets to any interested party
through the Bid Deadline.
The Debtor notes that this proposed sale is contingent on approval
by the Health Resources & Services Administration (HRSA) which must
determine whether the Winning Bidder is Federally Qualified Health
Center. This approval process may take up to six months following
the Court's approval of the sale. The Debtor has taken into
consideration this delay caused by the HRSA approval process in its
proposed bid procedures and sale timeline.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 22, 2022
b. Initial Bid: A good faith, bona fide offer to purchase the
Purchased Assets in accordance with the terms of the Qualified APA
for a proposed purchase price identified in such Qualified APA.
c. Deposit: $200,000 or 10% of the proposed Purchase Price
d. Auction: If the Debtor receives more than one Qualified
Bid, the Debtor will conduct an Auction at the offices of Dentons
US LLP, 601 South Figueroa Street, Suite 2500, Los Angeles,
California 90017 on Jan. 13, 2023, in accordance with the Bidding
Procedures.
e. Bid Increments: $500,000
f. Sale Hearing: Jan. 19, 2023, at 10:00 a.m. (PT)
g. Sale Objection Deadline: TBD at 5:00 p.m. (PM)
h. Break-Up Fee: An amount not to exceed in the aggregate 2.5%
of the proposed Purchase Price of such Bid
The Debtor, in its discretion, after consultation with the
Committee, may agree that a Qualified Bidder which indicated a
willingness to serve as a stalking horse bidder will be afforded
stalking horse status and protections, including a break-up fee and
expense reimbursement in an amount not to exceed in the aggregate
2.5% of the proposed Purchase Price under such Qualified Bidder's
Qualified APA.
Except as explicitly set forth in the Winning Bid APA, the
Purchased Assets will be transferred on an "as is, where is" basis,
with all faults, and without representations or warranties of any
kind, nature or description by the Debtor, its agents or estate.
In evaluating Qualified Bids, the Debtor will give preference to
Qualified Bidders which demonstrate a commitment to operating its
clinics as a FQHC providing continuity of culturally competent care
to its patients.
The Debtor proposes to file with the Court and serve the Procedures
Notice within one business day following entry of the Bidding
Procedures Order on the Procedures Notice Parties.
As part of the Sale, the Debtor also seeks to assume and assign
certain of their executory contracts and unexpired leases. The
Debtor will file with the Court and serve the Cure Notice upon each
counterparty to the Assumed Executory Contracts. The Assumption
Objection Deadline is 20 days after service of the Cure Notice.
The Debtor further submits that it is appropriate to sell the
Purchased Assets free and clear of liens, with any such liens
attaching to the sale proceeds of the Purchased Assets to the
extent applicable.
Finally, the Debtor requests that the Order be effective
immediately by providing that the 14-day stays under Rules 6004(h)
and 6006(d) are waived.
About Borrego Community Health Foundation
Borrego Community Health Foundation offers, among other services,
comprehensive primary care, pediatric care, urgent care,
behavioral
health services, dental services, specialty care, transgender
health, women's health, prenatal care, veteran's health, and
chiropractic services. Borrego Community is a non-profit public
charity, tax-exempt under section 501(c)(3) of the Internal
Revenue
Code. The Foundation, as of Sept. 12, 2022, had 24
brick-and-mortar
sites including administrative sites, two pharmacies and six
mobile
units covering a service area consisting of a 250-mile corridor on
the eastern side of San Diego and Riverside Counties, Calif.
Borrego Community Health Foundation sought protection under
Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No.
22-02384) on Sept. 12, 2022, with between $50 million and $100
million in assets and liabilities. Isaac Lee, chief restructuring
officer, signed the petition.
Judge Laura S. Taylor oversees the case.
The Debtor tapped Tania M. Moyron, Esq., at Dentons US, LLP as
bankruptcy counsel and Hooper Lundy & Bookman, P.C. as special
counsel. Kurtzman Carson Consultants, LLC is the Debtor's claims
and noticing agent.
Jacob Nathan Rubin, the patient care ombudsman appointed in the
Debtor's case, tapped Levene Neale Bender Yoo & Golubchik, LLP as
bankruptcy counsel and Dr. Tim Stacy DNP, ACNP-BC as consultant.
BSPV-PLANO: Seeks Continued Cash Collateral Access Thru Dec 31
--------------------------------------------------------------
BSVP-Plano, LLC asks the U.S. Bankruptcy Court for the Eastern
District of Texas, Sherman Division, for authority to continue
using cash collateral beyond the November 30, 2022 expiration of
the Final Order and to submit a revised budget through December 31,
2022.
On April 21, 2022, following the approval of the Cash Collateral
Motion on an interim basis, the Bankruptcy Court entered the Final
Order (1) Authorizing the Debtor to Use the Cash Collateral of The
Huntington National Bank, as Bond Trustee; (2) Providing The
Huntington National Bank, as Bond Trustee, Adequate Protection; and
(3) Modifying the Automatic Stay, approving the Cash Collateral
Motion on a final basis.
The Final Order has since been amended pursuant to the Order and
Amendment to Final Order (I) Authorizing the Debtor to Use the Cash
Collateral of The Huntington National Bank, as Bond Trustee; (2)
Providing The Huntington National Bank, as Bond Trustee, Adequate
Protection; and (3) Modifying the Automatic Stay and the Order and
Second Amendment to Final Order (I) Authorizing the Debtor to Use
the Cash Collateral of The Huntington National Bank, as Bond
Trustee; (2) Providing The Huntington National Bank, as Bond
Trustee, Adequate Protection; and (3) Modifying the Automatic Stay,
each amending the Final Order as provided in the First and Second
Orders to Amend.
The terms and conditions of the Final Order will remain in full
force and effect without alteration or amendment, except as may
have been amended by order of the Court.
Since the Court's entry of the Final Order and the First and Second
Amendments, BSVP-Plano and the Bank have continued to engage in
ongoing discussions. BSVP-Plano and the Bank jointly believe the
Fourth Amendment will benefit the Debtor and all other
parties-in-interest in the Chapter 11 Case. Moreover, they believe
the Fourth Amendment will preserve valuable resources of the
Debtor's estate, promote judicial economy, and resolve potential
litigation of certain issues.
A copy of the motion is available at https://bit.ly/3H1CY8a from
PacerMonitor.com.
About BSPV-Plano, LLC
BSPV-Plano, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-40276) on March 1,
2022. In the petition signed by Richard Shaw, manager, the Debtor
disclosed up to $100 million in both assets and liabilities.
At the time of filing, BSPV-Plano, LLC was developing a 31.5-acre,
"55+" Independent Senior Luxury Apartment Community with 318 units
of apartment inventory, that is known and branded as "The
Bridgemoor at Plano," and located at 1109 Park Vista Road in Plano,
Texas.
Thomas D. Berghman, Esq., at Munsch Hardt Kopf and Harr, PC, is the
Debtor's counsel.
BUCKHARDT TECHNOLOGIES: Wins Cash Collateral Access Thru Jan 2023
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Buckardt Technologies, Inc., dba
Konsultek, to use cash collateral on an interim basis in accordance
with the budget through January 5, 2023.
BMO Harris Bank, N.A. asserts a senior valid blanket lien upon the
Debtor's assets. It holds a senior security interest in all of the
Debtor's assets by way of a valid lien duly filed of which the
amount due and owing totals no less than $381,719.
The other potential lien holders are Funding Circle, the Small
Business Administration, Internal Revenue Service, and Ingram
Micro, Inc.
In return for the Debtor's continued interim use of cash
collateral, and for any diminution in value of Prepetition Secured
Lender's interest in the cash collateral from and after the
Petition date, the Prepetition Secured Lender will receive an
administrative expense claim pursuant to 11 U.S.C. Section 507(b).
In further return for the Debtor's continued interim use of cash
collateral, the Prepetition Secured Lender is granted a replacement
lien in substantially all of the Debtor's assets, including cash
collateral equivalents and the Debtor's cash and accounts
receivable, among other collateral to the extent and validity as
held prepetition.
The Prepetition Secured Lender and all other subordinate lien
holders are granted replacement liens, attaching to the Collateral,
but only to the extent of their prepetition liens and only to the
extent of priority that existed on the date of filing.
The liens granted will be valid, perfected, and enforceable without
any further action by the Debtor and/or the Prepetition Secured
Lender and need not be separately documented.
A further hearing on the matter is scheduled for January 5 at 11
a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3XRFQdA from PacerMonitor.com.
About Buckardt Technologies, Inc.
Buckardt Technologies, Inc. is an information and security
technology consulting firm. Buckardt sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No.
22-04420) on April 18, 2022. In the petition signed by Judith A.
Buckardt, president, the Debtor disclosed up to $50,000 in assets
and up to $10 million in liabilities.
Judge Lashonda A. Hunt oversees the case.
Richard G. Larsen, Esq., at SpringerLarsenGreene, LLC is the
Debtor's counsel.
BULLSTRAP LLC: Wins Cash Collateral Access Thru Dec 14
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized Bullstrap, LLC to use cash
collateral on an interim basis in accordance with the budget
through the hearing set for December 14, 2022, at 2 p.m.
The Debtor requires the use of cash collateral to maintain its
assets and pay payroll, payroll taxes, inventory suppliers and
other vendors, overhead, costs to administer the Debtor's estate,
and other expenses necessary to maximize the value of the Debtor's
assets.
As previously reported by the Troubled Company Reporter, the
Debtor's primary indebtedness is an Economic Injury Disaster Loan
from the U.S. Small Business Administration. As of August 26, 2022,
the outstanding principal balance due under the Loan was
$1,199,400. The Loan is evidenced by an original note dated May 21,
2020, and security agreement, a First Modification of the Note
dated July 16, 2021, and a Second Modified of Note and Amended
Security Agreement encumbering substantially all of the Debtor's
assets. The Note matured on May 21, 2022.
eCommerce Funding, LLC also asserts an interest in the Debtor's
cash collateral.
Although the extent, validity and priority of the secured positions
of the SBA and eCommerce are not adjudicated by way of the Interim
Order, in addition to existing rights and interests of the SBA and
eCommerce, they are granted valid, automatically perfected and
enforceable security interests and liens equivalent to liens
granted under Bankruptcy Code Sections 361, 363 and 364(c) in and
upon (i) the Collateral; (ii) all property acquired by the Debtor
after the Petition Date that is of the same nature, kind, type, or
character as the Collateral in which the Lenders had an interest
prior to the commencement of the Case (but excluding claims or
causes of action of the Debtor or the estate available through the
exercise of the powers granted pursuant to Sections 542, 544, 547,
548, 549, 550, 551 and 553); and (iii) all cash and receivables
that are proceeds, products, offspring, or profits of the
collateral.
The Replacement Liens granted will:
(i) be in addition to all security interests, liens and rights
of set-off existing in favor of the SBA and eCommerce;
(ii) be valid, perfected, enforceable and effective as of the
date of the entry of the Interim Order without any further action
by the Debtor, SBA, or eCommerce and without the necessity of the
execution, filing or recordation of any financing statements,
security agreements, mortgages or other documents; and
(iii) secure the payment of the indebtedness to the SBA, as the
case may be, in an amount equal to any diminution in the value of
the cash collateral or any other Collateral occurring from and
after the Petition Date.
In addition, the Debtor will pay the SBA $1,500 each month which
will be unallocated until such time as the extent, validity and
amount of the SBA's secured claim is conclusively established in
the case by agreement or by Court order. The first payment will be
due within 30 days of the Petition Date and each following payment
will be paid within 30 days after the deadline of the prior month's
payment. eCommerce reserves all rights regarding additional
adequate protection for the final or a subsequent interim hearing.
The Debtor will maintain, with financially sound and reputable
insurance companies, insurance of the kind covering the Collateral,
and in accordance with and in compliance with the U.S. Trustee
Guidelines and naming the SBA and eCommerce loss payee as it may
request and as its interest may appear.
A copy of the order is available at https://bit.ly/3F1oEtJ from
PacerMonitor.com.
About Bullstrap, LLC
Bullstrap, LLC is a retailer of leather goods, including backpacks,
cellular telephone cases, smart watch wristbands, and other
lifestyle products. Bullstrap has substantial online presence.
Bullstrap sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Fla. Case No. 22-16627) on August 26, 2022. In
the petition signed by Claudio Conte, managing member, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Erik P. Kimball oversees the case.
Chad P. Pugatch, Esq., at Loriun Law, is the Debtor's counsel.
CAMECO TECHNOLOGIES: Court OKs Cash Collateral Access Thru Dec 29
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Cameco Technologies, LLC, d/b/a Cameco Computers, to use cash
colateral on an interim basis in accordance with the budget through
December 29, 2022.
The Debtor is permitted to use cash collateral to prevent immediate
and irreparable harm and to pay payroll, the purchase of inventory,
rent, insurance, billing software, telephone and internet.
The Debtor is authorized to grant the Internal Revenue Service, Fox
Capital Group, Inc., Slate Advance, Spark Funding, LLC d/b/a
Fundamental Capital SPE, LLC and Vivian Capital Group, LLC
replacement liens on all assets of the Debtor-In-Possession to the
extent of use of cash collateral, which replacement liens shall
have the same priority, dignity and effect as the pre-petition
liens held by said creditor. Assets excluded from the replacement
liens are the Debtor's bankruptcy causes of action.
The replacement liens granted will be perfected without filing.
A final hearing on the matter is set for December 29 at 9:30 a.m.
A copy of the order is available at https://bit.ly/3uqrTpq from
PacerMonitor.com.
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.
Judge Katherine A. Constantine oversees the case.
Steven B. Nosek, Esq., at Steven B. Nosek, P.A., is the Debtor's
counsel.
CANO HEALTH: US$644M Bank Debt Trades at 29% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Cano Health LLC is
a borrower were trading in the secondary market around 71.3
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$644 million facility is a term loan. The loan is scheduled
to mature on November 23, 2027. About US$640 million of the loan
is withdrawn and outstanding.
Cano Health, LLC operates primary care centers and supports
affiliated medical practices.
CARMEN RIVERA: Selling Residential Property in Rockville for $480K
------------------------------------------------------------------
Carmen Mercedes Rivera asks the U.S. Bankruptcy Court for the
District of Maryland to authorize her sale of the improved
residential real property known as 416 N. Homers Lane, in
Rockville, Maryland 20850, to Edwin Cedillo, Nataly Melendez, and
Juan Cedillo for $480,000.
On April 8, 2015, the Court (Alquist, J.) issued an Order
Confirming the Debtor's Amended Plan of Reorganization filed Nov.
14, 2014. The Debtor has proceeded under the Plan since
confirmation. The Court issued an Order Closing Chapter 11 Case
dated Aug. 22, 2019.
Pursuant to the Plan, the Debtor was to provide quarterly payments
to creditors over a 10-year period. She intends to complete her
Plan prior to the expiration of the 10-year term. The Court
granted the Debtor's Motion to Reopen and issued an Order Reopening
Case to Complete the Plan and Obtain a Discharge on Oct. 19, 2022.
The Debtor, a Maryland-licensed real estate agent, with Fairfax
Realty Premier, owns the Property. She is selling the Property as
the owner, however, without commission. No commissions will be
paid pursuant to the sale.
On Oct. 11, 2022, the Debtor received a Residential Contract of
Sale. The proposed purchasers have offered to purchase the
Property for $480,000. The Debtor believes that sale of the
Property is in the best interest of creditors and the estate.
Accordingly, by the Motion, she seeks approval to sell the Property
as set forth in the Motion.
Wells Fargo Bank, NA. (WFB) asserts a first priority Allowed
Secured Claim on the Property. Pursuant to the terms of the Plan,
WFB's Allowed Secured Claim was reduced to $260,453. The balance
of WFB's bifurcated claim, will be paid as a Class 7 Allowed
Unsecured Non-Priority Claim under the Plan.
PNC Bank, N.A. asserted a second a priority secured claim on the
Property. The Debtor obtained an Order Granting Motion to Value
Collateral and Determine Secured Status dated Feb. 19, 2014, ruling
that PNC's claim was deemed wholly unsecured, and was to be treated
as a general unsecured non-priority claim under the Debtor's plan
of reorganization. Pursuant to the terms of the Plan, PNC's
Allowed Unsecured Non-Priority Claim was to be paid as a Class 7
Allowed Unsecured Non-Priority Claim under the Plan. Based upon
the projected net proceeds from the sale of the Property, the
Debtor will receive sufficient funds to pay all of the Class 7
Allowed Unsecured Non-Priority Claims in the aggregate amount of
$57,000.
Pursuant to the Residential Contract of Sale, the prospective
purchasers, the Purchasers have agreed to purchase the Property for
$480,000, in accordance with the terms of their Residential
Contract of Sale. The Debtor does not seek to sell free and clear
of liens that WFB and PNC may have on other properties, other than
the Property. Any lien, claim, encumbrance or interest in the
Property that exists immediately prior to the closing of the
proposed sale will attach to the sale proceeds.
The transfer of the Property by the Debtor is an integral and
necessary part of the Debtor's confirmed plan of reorganization.
As a result, the transfer of the Placida Court Property will not be
subject to transfer, stamp, or similar taxes imposed by and
federal, state or local authority. Accordingly, the Debtor
requests that the Sale Order contains a provision implementing the
provisions of section 1146 of the Bankruptcy Code.
The Debtor submits that based upon the benefits of the sale for
both the Debtor and the creditors, cause exists to abrogate the
14-day stay provided for by Rule 6004(h).
A copy of the Contract of Sale is available at
https://tinyurl.com/3m4ha49w from PacerMonitor.com free of charge.
Carmen Mercedes Rivera sought Chapter 11 protection (Bankr. D. Md.
Case 14-10124) on Jan. 15, 2014. The Court confirmed the Debtor's
Amended Plan of Reorganization dated April 7, 2015.
CASELLA WASTE: S&P Ups ICR to 'BB' on Stronger 2022 Performance
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Casella Waste
Systems Inc. to 'BB' from 'BB-', and the issue-level ratings on the
senior unsecured notes to 'B+' from 'B'. The recovery rating
remains '6'.
The stable outlook for Casella reflects S&P's expectation that the
company will continue to improve its operating performance and
maintain appropriate credit metrics for the ratings over the next
12-24 months.
Casella continued to strengthen its EBITDA in 2022 and S&P expects
further improvement into 2023.
In the first nine months of fiscal year 2022, Casella's year over
year revenue has grown about 25%, with adjusted EBITDA improving
more than 20%. The improvement was driven by pricing increases that
were helped combat inflation and high operating costs, cost
improvement initiatives, along with some growth through
acquisitions. S&P said, "A key driver behind the upgrade is our
belief that the improvement in EBITDA is sustainable, and we expect
this business model to remain relatively recession resistant. In
the downturn of 2008-2009, revenues and EBITDA were only modestly
impacted, and since then the company has successfully reduced its
exposure to the more cyclical construction and demolition volumes.
Additionally, we believe the company's focus on operating
efficiency programs and digitization present additional earnings
growth opportunities in 2023.
"We expect financial policies to remain supportive of credit
quality.
"While we expect the company to remain acquisitive, as evidenced by
its pipeline of around $500 million in potential deals, based on
the company's track record we believe this will be done in a
measured fashion. The company has been able to successfully grow
organically and inorganically over the past few years, while
maintaining relatively flat net debt levels. Historically, when the
company has completed deals in succession, they have issued equity
to maintain appropriate debt leverage, and we believe this will
continue. We believe the company will stick to its public net
leverage target of 3.25x when considering funding for potential
acquisitions. We expect the company will prioritize free cash flow
for acquisitions, and thus have not factored in any dividends or
share repurchases in our base case.
"We expect adjusted EBITDA margins to remain relatively stable in
the 23%-25% range through 2023.
"We expect S&P Global Ratings'-adjusted EBITDA margins to remain
flattish in fiscal 2022, driven by the improved economic activity,
better pricing, acquisition synergies, and various cost-saving
initiatives. This is offset by ongoing cost inflation, combined
with labor shortages affecting third-party truckers and some
commercial volumes that are not likely to come back in full for the
foreseeable future. Nevertheless, we expect the adjusted EBITDA
margins to remain stable in the 23%-25% range over the next two
years. As a regional waste service provider, Casella is notably
smaller than its larger, national peers, such as Clean Harbors Inc.
Compared with this overall set, Casella has more limited scale,
scope, and diversity.
"The stable outlook for Casella reflects our expectation that the
company will continue to improve upon its operating performance
through organic and inorganic revenue growth over the next 12-24
months. Additionally, we expect Casella to maintain solid EBITDA
margins in the 23%-25% range. At the current rating, we would
expect the company to maintain a debt to EBITDA ratio of around 3x
on a weighted average basis. Additionally, we would expect the
company to maintain their conservative financial policies, which
include no shareholder rewards, funding acquisitions through a mix
of free cash flow, debt, and equity, and maintaining a target debt
to EBITDA ratio below 3.25x."
S&P could lower its rating on Casella within the next year if:
-- Collection and disposal volumes drop significantly or the
company is not able to sustain its price increases that it has made
in the previous year to combat inflation. In this scenario, S&P
believes weighted-average net debt to EBITDA could rise back to 3x
on a sustained basis. This could occur if revenues are 5% lower
than expectations along with EBITDA margins 200 basis points (bps)
lower than expectations.
-- Casella experiences issues with the remaining lives of their
landfills and is unable to secure new landfills due to difficulty
obtaining permits, thus further limiting their geographic
diversity.
-- The company's financial policies unexpectedly become more
aggressive, such that the company decides to fund acquisitions or
shareholder rewards with debt.
Although unlikely, S&P could raise its rating on Casella within the
next year if:
-- The company expands its geographical presence beyond the
Northeast or can build/extend more landfills in the Northeast to
improve its overall scale and market diversity.
-- Casella is able to maintain recent price increases, along with
stronger-than-expected volume growth. In such a scenario, S&P
believes revenues could be 10% higher than expectations, along with
EBITDA margins 400 bps higher than its base case.
-- The company continues to improve upon its operating efficiency,
keeps operating costs low, and remains consistent with their
conservative financial policies. S&P said, "In such a scenario, we
would expect weighted-average debt to EBITDA to approach 2.0x on a
sustainable basis. Before considering an upgrade, we would have to
believe management is committed to maintaining leverage at these
levels, even after considering it's potential growth initiatives."
ESG credit indicators: E-2, S-2, G-2
S&P said, "ESG factors have no material influence on our credit
rating analysis of Casella Waste Systems Inc. We view Casella's ESG
risks to be in line with those of its environmental services peers.
We base our environment risk assessment on the sector's inherent
exposure to greenhouse gas emissions, climate change impacts,
waste, pollution, toxicity exposure, as well as land use exposure.
Casella has established measurable goals to reduce emissions,
improve fuel efficiency and focus on renewable sources of energy.
Environmental liabilities appear manageable and represent about 10%
of the company's adjusted debt balances.
"We derive our social risk assessment from the sector's exposure to
human capital management and safety management. Safety management
is more relevant to providing environmental and waste management
services, including constructing and operating landfills, and risks
such as truck accidents, equipment defects, malfunctions, and other
failures. The company has a measurable 2030 goal of reducing the
total recordable incident rate to four or less and reduce the
employee turnover ratio to 25% or lower."
CELSIUS NETWORK: Troutman 3rd Update on Withhold Account Holders
----------------------------------------------------------------
In the Chapter 11 cases of Celsius Network LLC, et al., the law
firm of Troutman Pepper Hamilton Sanders LLP submitted a third
supplemental verified statement under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, to disclose an updated list of Ad
Hoc Group of Withhold Account Holders.
As of Dec. 2, 2022, members of the Ad Hoc Group of Withhold Account
Holders and their disclosable economic interests are:
Larry Fulton
* Withhold Account Balance: $96,890.79
* Earn Account Balance: $76.38
Benny Wong
* Withhold Account Balance: $47,085.73
* Earn Account Balance: $24.42
Shane Coolen
* Withhold Account Balance: $23,316.40
* Earn Account Balance: $19.30
Travis Schilling
* Withhold Account Balance: $74,573.19
* Earn Account Balance: $32.35
Robert Riskin
* Withhold Account Balance: $57,858.20
* Earn Account Balance: $95.48
Ryan Holz
* Withhold Account Balance: $138,188.38
* Earn Account Balance: $18.41
Alvaro Drevon
* Withhold Account Balance: $11,354.90
* Earn Account Balance: $14,370.51
Scott Reina
* Withhold Account Balance: $20,638.79
* Earn Account Balance: $16,709.03
Kaveh Bastani
* Withhold Account Balance: $86,841.39
* Earn Account Balance: $83.53
Manuel Martinez
* Withhold Account Balance: $64,895.00
* Earn Account Balance: $67.80
Gavin Hoffman
* Withhold Account Balance: $619,133.08
* Earn Account Balance: $9.83
Chris Lovette
* Withhold Account Balance: $24,513.02
* Earn Account Balance: $29.03
Antonio Johnson
* Withhold Account Balance: $221,136.43
* Earn Account Balance: $166.71
On or about August 1, 2022, the initial members of the Ad Hoc Group
of Withhold Account Holders retained the Troutman Firm to represent
it in connection with the above-captioned Chapter 11 Cases.
Additional members may join the Ad Hoc Group of Withhold Account
Holders on an ongoing basis, and the Troutman Firm will file
additional Statements as necessary to comply with Bankruptcy Rule
2019.
Each member of the Ad Hoc Group of Withhold Account Holders has
consented to the Troutman Firm's representation of the group. The
Troutman Firm does not represent any member of the Ad Hoc Group of
Withhold Account Holders in his or her individual capacity or with
respect to any property interests other than in connection with the
Celsius Withhold Accounts.
Counsel to Ad Hoc Group of Withhold Account Holders can be reached
at:
TROUTMAN PEPPER HAMILTON SANDERS LLP
Deborah Kovsky-Apap, Esq.
875 Third Avenue
New York, NY 10022
Tel: (212) 704-6000
E-mail: deborah.kovsky@troutman.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3UsKN9V at no extra charge.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case
No.22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as legal counsels; Centerview Partners, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Stretto, the claims agent and administrative
advisor, maintains the page https://cases.stretto.com/celsius
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.
CG ACQUISITIONS: Bankruptcy Appeal Will Proceed as a Right
----------------------------------------------------------
In the appealed case styled CARL JENNINGS et al., Appellants, v. CG
ACQUISITIONS, LLC, Appellee, Civil Case No. 22-10510, (E.D. Mich.),
the U.S. District Court for the Eastern District of Michigan denies
the Appellants' Motion for Leave to Appeal Bankruptcy Court Order
because the appeal will proceed as of right.
Carl Jennings, Christopher Lewis, Ron Keil, and Betty Keil moved
the bankruptcy court to dismiss the Debtor CG Acquisitions, LLC's
Chapter 11 bankruptcy filing for lack of corporate authority to
file and bad faith. The bankruptcy court denied the motion to
dismiss. Subsequently, the bankruptcy court also denied the
Appellants' motion for reconsideration.
The bankruptcy court did not provide its reasoning for denying the
motion to dismiss, but it did so in its decision denying the motion
for reconsideration. The bankruptcy court held that, pursuant to a
stock purchase agreement, the Debtor Lapeer Aviation, Inc. was
purchased, and therefore is owned by, the Debtor CG Acquisitions.
Because the Debtor CGA is member operated, and it is undisputed
that there is no operating agreement, the bankruptcy court looked
to the Michigan Limited Liability Act to determine who had the
authority to file for bankruptcy. The bankruptcy court concluded
that Gene Kopzcyk was the sole member of Debtor CGA because of
Appellant Lewis' transfer of rights to Appellant Jennings; and
therefore, he alone had the corporate authority to file bankruptcy
on behalf of the two entities. In making this determination, the
court relied on Michigan Compiled Laws which provides that "a
member ceases to be a member when the member's entire membership
interest is assigned."
Now, the Appellants assert that they are entitled to an appeal as
of right pursuant to 28 U.S.C. Section 158(a)(1), or in the
alternative, should be granted leave to file an interlocutory
appeal pursuant to 28 U.S.C. CGA maintained that the appeal should
be denied for lack of jurisdiction.
The Court finds that the contested matter in this appeal is whether
Kopczyk had the requisite corporate authority to file bankruptcy on
behalf of both the Debtors LAI and CGA. The Court further finds
that the determination regarding Kopczyk's corporate authority is
procedurally complete and determinative of the Appellants'
substantive rights -- which will dictate whether the bankruptcy
case proceeds.
The Court holds that the order on appeal is final for purposes of
28 U.S.C. Section 158(a). Therefore, leave to appeal is not
required and an interlocutory appeal is not applicable.
Accordingly, the denies the Appellants' Motion for Leave to Appeal
Bankruptcy Court Order because the appeal will proceed as of
right.
A full-text copy of the Opinion & Order dated Nov. 21, 2022, is
available at https://tinyurl.com/uauyvask from Leagle.com.
Case Background
On Dec. 26, 2018, creditor Carl Jennings filed a lawsuit against
LAI alleging that LAI owed him certain sums as a result of an
alleged contract which allegedly existed prior to the acquisition
of the LAI shares by CG. LAI defended against this lawsuit and
continues to believe that the claims do not have merit.
After the filing of the state court lawsuit, Mr. Jennings
intentionally and repeatedly interfered with the business
operations of LAI. As a result, LAI filed suit against Mr.
Jennings seeking damages and other relief. On Aug. 26, 2020, Mr.
Jennings received an assignment of any interest in CG and/or LAI
Christopher Lewis may have had. This assignment caused Gene
Kopczyk to be the only member of LAI's only shareholder CG, to the
extent that this was not already the case.
Notwithstanding the fact that he had no right to manage or control
the affairs of LAI or CG, Mr. Jennings attempted to use the
assignment he received in an effort to further interfere with the
Debtors' business operations.
About Lapeer Aviation
and CG Acquisitions
Since 1997, Lapeer Aviation, Inc., has operated as a fixed-based
operator ("FBO") at the "D95" airport in Mayfield Township,
Michigan. D95 is home to runways, hangers, and other
accommodations which LAI operates pursuant to agreement with
Mayfield Township. The FBO offers a wide range of services to
aviators across the country, including but not limited to aircraft
maintenance. LAI also operates a flight school at D95 where
aspiring aviators can take classes in an effort to earn a pilot's
license.
All of the shares of LAI were purchased by CG Acquisitions, LLC, on
June 22, 2018. Since that date, the current member of CG Gene
Kopczyk has been involved with FBO operations. The FBO currently
has 8 full time employees and is a dealer for one of the largest
manufacturers of avionics equipment in the country.
Lapeer Aviation, Inc., filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
21-31500) on Nov. 5, 2021, listing under $1 million in both assets
and liabilities.
CG Acquisitions, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
21-31511) on Nov. 9, 2021, listing under $1 million in both assets
and liabilities.
Gene Kopczyk, as president of LAI and as member of CG, signed the
petitions.
The two cases have been jointly administered. Judge Joel D.
Applebaum oversees the cases. Winegarden, Haley, Lindholm, Tucker &
Himelhoch, PLC serves as the Debtors' counsel.
CHARLES DEWEESE: Keith Weiner Advises Ford Motor, Ally Bank
-----------------------------------------------------------
In the Chapter 11 cases of Charles Deweese Construction, Inc., the
law firm of Keith D. Weiner & Associates Co., L.P.A. submitted a
verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure, to disclose that it is representing Ford
Motor Credit Company LLC and Ally Bank.
The firm of Keith D. Weiner & Associates Co., L.P.A. represents
Ford Motor Credit Company LLC, P.O. Box 62180, Colorado Springs, CO
80962. The firm also represents Ally Bank, PO Box 130424,
Roseville, MN 55113-0004.
The nature and the amount of claims for Ford Motor Credit Company
LLC: three Ford trucks with a total amount due as of the filing of
the petition of $28,000.27.
The nature and amount of claim for Ally Bank: ten Chevrolet trucks
with a secured value of $172,335.52 and one GMC truck with a
secured value of $52,971.03.
Keith D. Weiner & Associates Co., L.P.A. is under contract with
both Ford Motor Credit Company LLC and Ally Bank to provide legal
services. Both creditors have been advised of the situation and
each has agreed to allow counsel to represent them both. Ford Motor
Credit Company LLC and Ally Bank each exclusively financed their
items of collateral. There are no cross-claims amongst these two
creditors nor are there any known cross-claims from these creditors
to other creditors.
Ford Motor Credit Company LLC and Ally Bank are in agreement as to
Keith D. Weiner & Associates Co., L.P.A.'s representation of each
of them, and neither creditor believes there is a conflict by and
amongst themselves.
Keith D. Weiner & Associates Co., L.P.A. does not believe there is
a conflict.
The firm of Keith D. Weiner & Associates Co., L.P.A. sets forth its
Verified Statements in compliance with Bankruptcy Rule 2019.
Counsel for Creditor can be reached at:
Keith D. Weiner & Associates Co., L.P.A.
Thomas L. Canary Jr., Esq.
C.Wesley Pagles, Esq.
1100 Superior Ave East, Suite 1100
Cleveland, Ohio 44114
Tel: (216) 771-6500
Fax: (216) 771-6540
E-mail: bankruptcy@weinerlaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3EWIzKl
About Charles Deweese Construction
Charles Deweese Construction --
https://www.charlesdeweeseconstruction.com/ -- is a construction
and engineering company that provides clients with quality projects
on time and within budget.
Charles Deweese Construction, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 22-10355)
on July 1, 2022. In the petition filed by Charles Weldon Deweese,
as president, the Debtor reports estimated assets and liabilities
between $50 million and $100 million.
Judge Joan A. Lloyd oversees the case.
Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP, is the
Debtor's counsel.
CHARLES DEWEESE: Keith Weiner Updates on Ford Motor, Ally Bank
--------------------------------------------------------------
In the Chapter 11 cases of Charles Deweese Construction, Inc., the
law firm of Keith D. Weiner & Associates Co., L.P.A. submitted an
amended verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure, to disclose an updated list of claims.
The firm of Keith D. Weiner & Associates Co., L.P.A. represents
Ford Motor Credit Company LLC, P.O. Box 62180, Colorado Springs, CO
80962. The firm also represents Ally Bank, PO Box 130424,
Roseville, MN 55113-0004.
The nature and the amount of claims for Ford Motor Credit Company
LLC: three Ford trucks with a total amount due as of the filing of
the petition of $28,000.27.
The nature and amount of claim for Ally Bank: ten Chevrolet trucks
with a secured value of $172,281.52 and one GMC truck with a
secured value of $52,971.03.
Keith D. Weiner & Associates Co., L.P.A. is under contract with
both Ford Motor Credit Company LLC and Ally Bank to provide legal
services. Both creditors have been advised of the situation and
each has agreed to allow counsel to represent them both. Ford Motor
Credit Company LLC and Ally Bank each exclusively financed their
items of collateral. There are no cross-claims amongst these two
creditors nor are there any known cross-claims from these creditors
to other creditors.
Ford Motor Credit Company LLC and Ally Bank are in agreement as to
Keith D. Weiner & Associates Co., L.P.A.'s representation of each
of them, and neither creditor believes there is a conflict by and
amongst themselves.
Keith D. Weiner & Associates Co., L.P.A. does not believe there is
a conflict.
The firm of Keith D. Weiner & Associates Co., L.P.A. sets forth its
Verified Statements in compliance with Bankruptcy Rule 2019.
Counsel for Creditor can be reached at:
Keith D. Weiner & Associates Co., L.P.A.
Thomas L. Canary Jr., Esq.
C.Wesley Pagles, Esq.
1100 Superior Ave East, Suite 1100
Cleveland, Ohio 44114
Tel: (216) 771-6500
Fax: (216) 771-6540
E-mail: bankruptcy@weinerlaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3h4Tutg
About Charles Deweese Construction
Charles Deweese Construction
--https://www.charlesdeweeseconstruction.com/ -- is a construction
and engineering company that provides clients with quality projects
on time and within budget.
Charles Deweese Construction, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 22-10355)
on July 1, 2022. In the petition filed by Charles Weldon Deweese,
as president, the Debtor reports estimated assets and liabilities
between $50 million and $100 million.
Judge Joan A. Lloyd oversees the case.
Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP, is the
Debtor's counsel.
CHECKOUT HOLDING: US$125M Bank Debt Trades at 18% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Checkout Holding
Corp is a borrower were trading in the secondary market around 82.1
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$125 million facility is a term loan. The loan is scheduled
to mature on February 15, 2023. About US$121 million of the loan is
withdrawn and outstanding.
Checkout Holding Corp. operates as a holding company. The Company,
through its subsidiaries, provides market consulting services.
COMMUNITY CARE HEALTH: US$330M Bank Debt Trades at 20% Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Community Care
Health Network LLC is a borrower were trading in the secondary
market around 80.0 cents-on-the-dollar during the week ended
Friday, December 2, 2022, according to Bloomberg's Evaluated
Pricing service data.
The US$330 million facility is a term loan. The loan is scheduled
to mature on February 16, 2025. About US$316 million of the loan
is withdrawn and outstanding.
Community Care Health Network, Inc., doing business as Matrix
Medical Network, provides multidisciplinary care management
services.
CONFLUENCE TECHNOLOGIES: Moody's Alters Outlook on B3 CFR to Neg.
-----------------------------------------------------------------
Moody's Investors Service affirmed Confluence Technologies, Inc.'s
corporate family rating at B3, probability of default rating at
B3-PD, senior secured first lien instrument ratings at B2, and
senior secured second lien term loan rating at Caa2. The outlook
was revised to negative from stable.
The revision of the outlook to negative from stable reflects
Confluence's weaker than expected business performance, including
modest revenue growth and the incurrence of free cash flow
deficits, in the first half of 2022 and the potential for continued
softness in the near term that could further weigh on the company's
weakening liquidity profile.
The following ratings/assessments are affected by the action:
Affirmations:
Issuer: Confluence Technologies, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured 1st Lien Bank Credit Facilities, Affirmed B2
(LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2
(LGD5)
Outlook Actions:
Issuer: Confluence Technologies, Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Confluence's B3 CFR is principally constrained by the company's
elevated debt/EBITDA (Moody's adjusted) of over 10x as of June 30,
2022, a concentrated private equity ownership structure, and
tolerance for aggressive financial strategies that could detract
from deleveraging efforts. Confluence's credit profile is also
negatively impacted by the company's small revenue scale as well as
industry concentration in a very competitive end market comprised
primarily of software providers for asset managers and servicers in
the financial sector. Moreover, the risks presented by
macroeconomic uncertainty and rising interest rates may further
pressure Confluence's limited financial flexibility. These concerns
are partially mitigated by Confluence's established market niche,
large subscriber base, including blue-chip asset managers and
servicers, high customer retention rates, and a predictable,
recurring revenue model as a provider of SaaS based and licensed
software solutions to the financial services sector. The company's
credit profile also benefits from Confluence's strong profitability
rates and modest capital expenditure requirements, which present
the potential for improving free cash flow generation in 2023 with
accelerating revenue growth trends.
Confluence's liquidity profile is considered weak, featuring
reliance upon approximately $46 million of availability (as of June
30, 2022) under the company's $55 million revolving credit facility
expiring 2026. The company's modest cash balance of $11.9 million
as of June 30, 2022 as well as Moody's expectations for negative
free cash flow in 2022 and only nominal free cash flow generation
in 2023 highlight the company's reliance upon its revolver for
liquidity support. Moody's is increasingly concerned that
Confluence's liquidity profile could become even weaker if the
company is unable to realize improved free cash flow generation
over the next several quarters. The company's term loans are not
subject to financial covenants, but the revolving credit facility
has a springing covenant based on a maximum net first lien leverage
ratio of 9x which the company should be in compliance with over the
next 12-15 months.
The instrument ratings reflect the B3-PD PDR and an average overall
recovery of approximately 50% in Moody's assumed default scenario.
The senior secured first lien bank debt facility is rated B2
(LGD3), which is one notch above the B3 CFR given its senior
ranking in the capital structure relative to the company's senior
secured second lien term loan, which provides first loss support to
the senior secured first lien debts. The Caa2 (LGD5) rating
assigned to the senior secured second lien term loan reflects its
junior position in the debt capital structure behind the senior
secured first lien debts.
The negative outlook reflects Moody's concern that although
Confluence's revenues and EBITDA are expected to increase (on an
organic basis) moderately over the coming 12-18 months, resulting
in deleveraging towards the low 9x level, rising interest expense
will constrain free cash flow to nominal levels, pressuring the
company's weakening liquidity profile. The outlook may be revised
to stable if operating performance trends exceed Moody's
expectations, resulting in notable improvement in Confluence's
liquidity profile and debt/EBITDA contracting below 9x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the negative outlook, an upgrade is not considered likely in
the near term. Over the longer term, the ratings could be upgraded
if Confluence maintains consistently strong revenue and EBITDA
growth while adopting and adhering to a more conservative financial
policy which prioritizes debt reduction such that debt to EBITDA
(Moody's adjusted) is sustained below 6.5x and annual free cash
flow is sustained around 5% of debt.
The ratings could be downgraded if Confluence experiences a
weakening competitive position, incurs free cash flow deficits in
2023 or maintains aggressive financial policies that prevent
meaningful debt reduction and deleveraging.
The principal methodology used in these ratings was Software
published in June 2022.
Confluence, which is principally owned by Clearlake Capital Group,
L.P.'s ("Clearlake") and TA Associates Management, L.P. ("TA"),
provides, primarily through a SaaS based sales model, performance
reporting, analytics, regulatory reporting, risk, and data
solutions to capital markets clients. Moody's expects that the
company will generate sales of approximately $245 million in 2023.
COVENANT SURGICAL: US$100M Bank Debt Trades at 18% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Covenant Surgical
Partners Inc is a borrower were trading in the secondary market
around 82.4 cents-on-the-dollar during the week ended Friday,
December 2, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$100 million facility is a term loan. The loan is scheduled
to mature on July 1, 2027. The amount is fully drawn and
outstanding.
Covenant Surgical Partners, Inc. is an owner and operator of
freestanding ambulatory surgery centers.
CUSTOM ALLOY: Russell, Cullen Represent Utility Companies
---------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
Russell R. Johnson III of the Law Firm of Russell R. Johnson III,
PLC and Cullen and Dykman LLP submitted a verified statement to
disclose that they are representing the utility companies in the
Chapter 11 cases of Custom Alloy Corporation, et al.
The names and addresses of the Utilities represented by the Firm
are:
a. Constellation NewEnergy, Inc.
Constellation NewEnergy-Gas Division, LLC
Attn: Mark J. Packel
Assistant General Counsel
b. Jersey Central Power & Light Company
Attn: Kathy M. Hofacre
FirstEnergy Corp.
76 S. Main St., A-GO-15
Akron, Ohio 44308
The nature and the amount of claims of the Utilities, and the times
of acquisition thereof are as follows:
a. The following Utilities have unsecured claims against the
above-referenced Debtors arising from prepetition utility usage:
Constellation NewEnergy, Inc., Constellation NewEnergy — Gas
Division, LLC and Jersey Central Power & Light Company.
b. For more information regarding the claims and interests of
the Utilities in these jointly-administered cases, refer to the
Objection of Constellation NewEnergy, Inc., Constellation
NewEnergy-Gas Division, LLC and Jersey Central Power & Light
Company To the Debtor's Verified Motion For a Bridge Order and a
Final Order (I) Prohibiting Utility Companies From Discontinuing,
Altering, or Refusing Service, (II) Deeming Utility Companies To
Have Adequate Assurance of Payment; and (III) Establishing
Procedures For Resolving Requests For Additional Assurance Pursuant
to II U.S.C. §§ 105(a) and 366 filed in the above-captioned
bankruptcy case.
The Law Firm of Russell R. Johnson III, PLC was retained to
represent the foregoing Utilities in October 2022. The
circumstances and terms and conditions of employment of the Firm by
the Companies is protected by the attorney-client privilege and
attorney work product doctrine.
Co-Counsel for Constellation NewEnergy, Inc., Constellation
NewEnergy-Gas Division, LLC and Jersey Central Power & Light
Company can be reached at:
Michael Kwiatkowski, Esq.
CULLEN AND DYKMAN LLP
100 Quentin Roosevelt Boulevard
Garden City, NY 11530
Tel: (516) 357-3700
Fax: (516) 357-3792
E-mail: mkwiatkowski@cu11enllp.com
- and -
Russell R. Johnson III, Esq.
John M. Craig, Esq.
Law Firm of Russell R. Johnson III, PLC
2258 Wheatlands Drive
Manakin-Sabot, VA 23103
Tel: (804) 749-8861
E-mail: russell@russelljohnsonlawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3B7kT4B
About Custom Alloy Corporation
Custom Alloy Corporation is a manufacturer of specialty metals for
seamless and welded pipe fittings & forgings, predominantly for
customers requiring time-critical maintenance or repair.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N. J. Case No. 22-18143) on Oct. 13,
2022. In the petition signed by Adam M. Ambielli, CEO and
president, the Debtor disclosed up to $50 million in assets and up
to $100 million in liabilities.
Judge Michael B. Kaplan oversees the case.
Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC,
is the Debtor's counsel.
DEALER ACCESSORIES: Creditors to Get Proceeds From Liquidation
--------------------------------------------------------------
Dealer Accessories, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Indiana an Amended Combined Small Business
Chapter 11 Plan of Liquidation and Disclosure Statement dated
November 28, 2022.
Debtor operated a service business that offered high end paint
protection, detailing and window tinting to retail and commercial
customers seeking to enhance their cars. Operating out of rented
facilities in downtown Carmel, Indiana, it employed 21 full time
staff and 6 contractors who offered specialty services.
Operations continued under the supervision of Mr. Kyle Owen.
Developments occurred that made it impossible for him to continue
to operate the business and the Debtor sought and obtained
authority from the Court to sell all of its assets in an auction.
The sale process had some bumps but ultimately the Debtor closed a
sale to a defined buyer.
Being filed at or near the time of this Plan is the Debtor 's
Report of Sale, which documents the sale process and the net
proceeds received from it. Those proceeds are held in trust by
counsel to the Debtor and will be used to make the payments to
creditors described in this Plan. The Debtor ceased operating when
the sale closed on May 13, 2022.
The Debtor shall liquidate any remaining assets and causes of
action and the proceeds generated by those efforts shall first be
used to fund administrative expenses, including professional and
the Sub V Trustee fees and expenses. The Plan pays priority claims
in accordance with the treatment allowed under the Code. After
satisfaction of these claims, general unsecured creditors shall be
paid pro rata out of all remaining Plan payments.
Class 2 Secured Claims Including Deficiency Claims of Under Secured
Creditors:
* 2.1 Toyota Motor Credit Corporation. The Debtor sought and
obtained authority to sell this creditor's collateral and the
proceeds of such sale was used to satisfy this claim in full.
* 2.2 Ford Motor Company. The Debtor amended its schedules
after realizing the Ford F350 XLT it uses to haul vehicles financed
by Ford Motor Company ("FMC") was owned by Kyle Owen personally.
This creditor shall not receive any payments under the Plan.
* 2.3 Indiana Department of Revenue ("IDR") has a claim that
is treated in full as a priority claim, but that is also secured by
a lien on certain unencumbered assets owned by the Debtor and
identified in the Schedules. IDR shall receive its pro rata share
of funds available from the Debtor after satisfaction of
administrative expenses up to the full amount of its claim.
* 2.4 Smarter Merchant. DMKA d/b/a the Smarter Merchant ("SM")
has a claim that it asserts entitles it to a share of the future
accounts receivable generated by the Debtor. The Debtor challenged
that assertion by filing its Complaint to Determine the Extent and
Priority of Liens (the "Priority Litigation") against SM, Bluepoint
Funding, and Capital Advance Services. The Debtor and SM considered
resolving that litigation based on the treatment afforded SM in the
amended plan the Debtor intended to file prior to the sale, but
that resolution required ongoing business operations and future
payments that are now impossible.
* 2.5 Bluepoint Business Funding ("BP") has a claim that it
asserts entitles it to a share of the future accounts receivable
generated by the Debtor. The Debtor challenged that assertion by
the Priority Litigation. The Debtor and BP considered resolving
that litigation based on the treatment afforded BP in the amended
plan the Debtor intended to file prior to the sale, but that
resolution required ongoing business operations and future payments
that are now impossible. The Debtor shall rely on the resolution of
such claim as determined by the Court as part of such litigation,
and shall treat the BP claim accordingly.
* 2.6 Capital Advance Services ("CAS") has a claim that it
asserts entitles it to a share of the future accounts receivable
generated by the Debtor. The Debtor challenged that assertion by
the Priority Litigation. To date, CAS has failed to defend such
lawsuit and has not filed a proof of claim. Under this Plan, CAS
shall be treated as a wholly unsecured creditor and shall release
any purported lien it has. In the event CAS defends the Priority
Lawsuit and it is determined that it has a secured claim, such
claim shall be treated determined by the Court as part of such
litigation and shall treat the CAS claim accordingly.
Class 3 consists of Allowed General Unsecured Claims which claims
shall receive a pro rata payment after satisfaction of the superior
class claims treated under the Plan up to the full amount of the
allowed claim of such creditor. Payment of such claims is expressly
subordinate to the payment of secured and priority claims under
this Plan. Class 3 is impaired and is entitled to vote on the
Plan.
Class 4 consists of the Equity Interests, which interests shall be
retained by existing interest owners.
Debtor shall liquidate all of its assets and causes of action and
shall pay claims from the proceeds held from such liquidation.
A full-text copy of the Amended Combined Plan and Disclosure
Statement dated November 28, 2022, is available at
https://bit.ly/3h2EM65 from PacerMonitor.com at no charge.
Attorney for Debtor:
KC Cohen, Esq.
KC Cohen, Lawyer, PC
151 N. Delaware St., Ste. 1106
Indianapolis, IN 46204
Phone: 317-715-1845
Email: kc@esoft-legal.com
About Dealer Accessories
Dealer Accessories, LLC, doing business as ClearBra Indy, offers
paint protection film designs, professional installations, and
customer service. It is based in Carmel, Ind.
Dealer Accessories sought Chapter 11 protection (Bankr. S.D. Ind.
Case No. 21-03197) on July 12, 2021, with between $100,000 and
$500,000 in assets and between $1 million and $10 million in
liabilities. Kyle Owen, president, signed the petition.
Judge James M. Carr presides over the case.
KC Cohen, Lawyer, PC and Schaaf CPA Group, LLC, serve as the
Debtor's legal counsel and accountant, respectively.
DEBOER AGRICULTURAL: O & B Farms Buys Hamilton Property for $1.16MM
-------------------------------------------------------------------
DeBoer Agricultural Holdings, LLC, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to sell its
real property located in Hamilton County containing a small home
and three large storage buildings to O & B Farms for $1.16
million.
The Debtor owns and operates a small business that specializes in
wastewater treatment, specifically for dairy and rural developments
based in Dublin, Texas. Originally, the business was operated as
two separate sole proprietorships by Durk and Shawna DeBoer.
On April 1, 2017, Shawna and Durk DeBoer and the Debtor executed
that certain Memorandum of Agreement and Act of Contribution of
Assets wherein Mr. and Ms. DeBoer, in exchange for their membership
interests in the Debtor, did transfer $6.3 million in assets to the
Debtor.
This includes real property in two counties: the first is in
Hamilton County (Hamilton Property) containing a small home and
three large storage buildings; and the second is in Erath County
(Erath Properties). The Hamilton Property and the Erath Properties
are
referred to as the Real Property. The Debtor also owns multiple
pieces of equipment and titled vehicles (Equipment). The Motion is
solely regarding sale of the Hamilton Property.
On Oct. 23, 2018, the Debtor and Mr. and Mrs. DeBoer, as
co-obligors, closed a loan transaction with Greater Nevada Credit
Union (GNCU). The Real Estate and Equipment were listed on the
balance sheet for the Debtor for the loan transaction. The titles
to the titled Equipment, which were physically held by the secured
creditor, listed Mr. and Ms. DeBoer as the owners of the Equipment.
The error was inadvertent and not an attempt to retain ownership
of the Equipment by the principals. 2017 and 2018 were very
profitable years for the Debtor.
However, in 2019, business declined, worsened in 2020 by the
pandemic, which continued to impact the business until the
bankruptcy filing. Fortunately, business is improving, and the
value of the Debtor's real estate has increased substantially with
the Texas real estate market boom, giving it business additional
value and promise for a successful reorganization. Currently, the
Debtor has marketed Real Property for sale, and plans to use the
proceeds to pay GNCU's claim in full, while providing for payment
of all other claims over time pursuant to a plan of reorganization.
O & B Farms made an offer of $1.16 million. As of 8:00 a.m. on
Oct. 26, 2022, O& B Farms' offer was the highest offer. Therefore,
the Debtor has decided to accept its offer pursuant to the terms of
their Farm and Ranch Contract. The current offer from O & B Farms
is not contingent upon any financing. The Debtor has received
proof of funds for the purchase of the Hamilton Property from O & B
Farms' bank.
The Debtor engaged Keller Williams Realty Brazos West post-petition
to market the Hamilton Property for sale. The Hamilton Property
was listed for sale at $2.25 million on June 2, 2022 and is still
being actively marketed. Keller Williams will continue to actively
market the Hamilton Property until 8:00 a.m. (CST) on the date of
the hearing on the Motion.
The Hamilton Property includes a several storage barns, grain
storage tanks, and a house. The Proposed Sale under the Agreement
breaks down to approximately $7,103 per square acre.
By the Motion, the Debtor seeks Court approval of the sale of the
Hamilton Property to O & B Farms pursuant to the Agreement. It
also seeks Court approval to distribute the proceeds from the
Proposed Sale to pay customary closing costs, the brokers' fees as
set forth in the Agreement, and pay the Unpaid Taxes.
In the event the Proposed Sale of the Hamilton Property to O & B
Farms does not close as contemplated, the Debtor seeks authority to
either extend the closing date an additional 30 days if necessary
to accommodate O & B Farms, or to amend the Motion to seek approval
of the sale of its Hamilton Property to a new buyer and under a new
contract within a timely fashion.
The Debtor further requests that the Court approves the Proposed
Sale of the Hamilton Property free and clear of liens, claims,
interests and encumbrances. Any property taxes and penalties due
to the Hamilton County Tax Assessor-Collector that accrued
pre-petition will be paid at Closing. Any property taxes accruing
post-petition for 2022 will be prorated according to the Agreement
and any amounts accruing pre-Closing will be credited against the
Purchase Price. O & B will be responsible for paying 2023 taxes
when they are due.
In order to promptly consummate the Proposed Sale and relieve the
estate of ongoing administrative obligations and risk, the Debtor
requests that the Court waives the stay imposed by Bankruptcy Rule
6004(h) and allow the Debtor to consummate the transaction
contemplated.
About DeBoer Agricultural Holdings
DeBoer Agricultural Holdings, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case
No. 22-40633) on March 27, 2022, listing up to $10 million in
both assets and liabilities. Scott M. Seidel serves as
Subchapter V trustee.
Judge Edward L. Morris oversees the case.
The Debtor tapped Vickie L. Driver, Esq., at Crowe & Dunlevy, PC
as legal counsel and Ivan Kahn Consultants as its controller and
business consultant.
DESERT INSTITUTE: Trustee Sells Scottsdale Property for $1.55-Mil.
------------------------------------------------------------------
David A. Birdsell, the chapter 7 trustee of the bankruptcy case of
Duane D.H. Pitt and Desert Institute for Spine Disorders, PC, asks
the U.S. Bankruptcy Court for the District of Arizona to approve
the sale of the real property located at 24325 N. 113th Place, in
Scottsdale, Arizona 85255, to James C. Green for $1.55 million,
subject to higher and better offers.
The Real Property is more particularly described as: Lot 17, Troon
Ridge Estates Unit II, according to Book 315 of Maps, page 14,
records of Maricopa County, Arizona; Except therefrom all coal and
other minerals as reserved in the Patent to said land.
Debtor Duane D.H. Pitt is the owner of the Real Property. The Real
Property is property of the Debtor's bankruptcy estate. The Debtor
has claimed a $250,000 homestead exemption in the Real Property.
The Trustee obtained a title report for the Real Property from Old
Republic Title Agency.
Upon information and belief, the Real Property is encumbered by a
first position lien in the original principal amount of $900,000,
held by, or serviced by, Wilmington Trust, National Association,
not in its individual capacity but solely as successor trustee to
Citibank, N.A. as Trustee to Lehman XS Trust Mortgage Pass-Through
Certificates, Series 2005-8 by its loan servicer, Nationstar
Mortgage LLC.
The Title Report reflects the Real Property is encumbered by a
second position lien recorded after the Petition Date held by CTP
Funding, LLC, an Arizona limited liability company dba Capstone
Financial. The Second Position Lien appears to have been recorded
in connection with the Bankruptcy Court's order dated Sept. 14,
2022, at docket number 73. The Post-Petition Loan Order provides
that under certain situations, the Debtor's Homestead Exemption may
be reduced.
Pursuant to the Bankruptcy Court's Order dated Oct. 4, 2022,
approving a stipulation between the Debtor and Jill Dillon, Ms.
Dillon has the later of Dec. 1, 2022, or 60 days after the
conclusion of the Debtor's Section 341 meeting of creditors to
object to Debtor’s Homestead Exemption. The deadline for the
Trustee to object to the Debtor's Homestead Exemption is no sooner
than 30 days after the conclusion of the Dec. 5, 2022, Section 341
meeting of creditors.
On Aug. 24, 2022, the Bankruptcy Court entered its order
authorizing the employment of Russ Lyon Sotheby's International
Realty to market and sell the Real Property. The Broker procured
the Purchase Agreement from the Buyer.
The Trustee desires to sell the Real Property to the Buyer for
$1.55 million, subject to higher and better offers, on the terms
and conditions set forth in the Purchase Agreement, as modified by
the Motion, and as may be subsequently modified by the Court's
Order approving the Motion at a sale hearing to be conducted by the
Bankruptcy Court at a date and time which will be noticed out to
all parties in interest.
The sale is free and clear of all liens, claims, and interests,
including the First Position Lien, Second Position Lien, the
Homestead Exemption claim of the Debtor, property taxes and HOA
fees. The Buyer will deposit the amount of $25,000 with
the Title Company.
Prior to the Sale Hearing, any competing bidder must (a) provide
Trustee's counsel, Theodore P. Witthoft, proof of their financial
ability to purchase the Real Property, and (b) deposit with the
Trustee or Title Company an Earnest Money Deposit of $25,000 in
certified funds. Any Earnest Money Deposit deposited with the
Trustee will be made payable to "David A. Birdsell, Trustee." The
Trustee requests the Bankruptcy Court set minimum bidding intervals
of $1,000 at the Sale Hearing. The Sale Ojection Deadline is seven
days prior to Sale Hearing on the Motion. The closing of the sale
of the Real Property will occur 30 after entry of the Bankruptcy
Court's order approving the sale of the Real Property.
The Real Property will be sold "as is, where is" without any
representations or warranties of any kind or nature and such sale
is subject to any and all existing conditions. Prospective
purchasers are encouraged to perform their own due diligence.
Title will be conveyed by the Trustee to the buyer by quit claim
deed or trustee’s deed. The sale is subject to Trustee's final
approval.
The proceeds from the sale of the Real Property will be disbursed
by the Title Company as follows:
a. Payment of a 6% commission of the final purchase price to
the Broker which will be split 50/50 with the buyer's broker (if
any);
b. Payment of the Debtor's bankruptcy estate's portion of any
property taxes, HOA fee and closing costs;
c. Payment of the allowed amount of the First Position Lien;
d. Payment of the allowed amount of the Second Position Lien;
e. Disbursement to the Trustee of $250,000 for the Homestead
Exemption to be held in trust pending the expiration of time to
object to the Homestead Exemption, or if an objection(s) is filed,
until such time as the Court enters its order(s) resolving said
objection(s); and
f. All the remaining sale proceeds will be disbursed to the
Trustee.
A copy of the Purchase Contract is available at
https://tinyurl.com/2uz5hk8a from PacerMonitor.com free of charge
About Desert Institute
Desert Institute for Spine Disorders PC is a privately owned and
operated medical group practice, specializing in spine disorders
and neck and lower back pain located in Fountain Hills, Arizona.
Duane D.H. Pitt is the sole shareholder director and sole
physician
of/at DISD.
DISD filed a voluntary petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code on (Bankr. D. Ariz. Case No.
22-05043) on Aug. 1, 2022. In the petition filed by Duane D.H.
Pitt, as president, the Debtor reported assets up to $50,000 and
liabilities between $1 million and $10 million.
Duane D.H. Pitt also filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 22-05046) on Aug. 1, 2022. The case is jointly
administered with DISD's case.
James E. Cross has been appointed as Subchapter V trustee of DISD.
Randy Nussbaum, Esq., at Sacks Tierney P.A., is the Debtors'
counsel.
DGS REALTY: Seeks to Continue Using Cash Collateral Thru Feb 2023
-----------------------------------------------------------------
DGS Realty, LLC asks the U.S. Bankruptcy Court for the District of
New Hampshire for authority to continue using cash collateral and
provide adequate protection to PHH Mortgage Services through
February 28, 2023.
PHH Mortgage Services, as servicer for U.S. Bank National Trust
Association, as Trustee for Lehman Brothers Small Balance
Commercial Mortgage Pass-Through Certificates, Series 2006-3, is
the cash collateral lien holder of the Debtor.
PHH Mortgage holds or claims to hold:
-- a blanket first priority mortgage of record on the real
estate at 74 Regional Drive, and 72 Regional Drive, both in
Concord, New Hampshire; and
-- a collateral assignment of the rents thereof.
The PHH Mortgage First Priority Mortgage and Rent Assignment secure
the payment of $2,078,589, which is evidenced by a promissory note
in the original principal amount of $862,500.
The Debtor proposes not to spend or use more than $10,192 per month
during the period between January 1 and February 28, 2023, without
the written consent of the secured lender, as appropriate.
The cash collateral will be used solely and exclusively for the
purpose of paying the mortgage and taxes of the Debtor in the
ordinary course of business to the extent provided for in the
Budget and such other costs and expenses as may be authorized in
writing by the Secured Lender, as appropriate.
The Debtor will provide PHH Mortgage with adequate protection for
any loss or diminution in value of the cash collateral securing
their claims to the extent such claims qualify as secured claims
under Bankruptcy Code Section 506 pending the further order or
orders of the Court.
PHH Mortgage is being paid $6,750 per month plus real estate tax
escrow in the amount of $3,066 each month as adequate protection
payments beginning on February 1, 2023, and on the same date of
each month thereafter during the Use Term. These are the Debtor's
normal monthly payments.
The Proposed Order includes a "winding down" proviso under which
the Court reserves the right to enter such further orders as may be
necessary regarding the use of cash collateral to provide for
payment of any administrative claims for wage and trade creditors
who have supplied goods or services to the debtor during the period
of operation under the order (and any stipulation) which remain
unpaid at the time of termination of authorized cash collateral
usage, and which goods or services have created additional
collateral for the secured claimant.
A hearing on the matter is set for December 21, 2022 at 11 a.m.
A copy of the motion is available at https://bit.ly/3XVQSyL from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/3Y4qMJY from
PacerMonitor.com.
The Debtor projects $98,148 in total income and $9,816 in total
expenses for January 2023 and $98,708 in total income and $$10,192
in total expenses for February 2023.
About DGS Realty
Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate
limited liability company. Formed around May 10, 2017, the company
is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory
A. Booth, each having a 1/3 interest. The company is an affiliate
of Walter H. Booth Clause 4 Trust, which sought bankruptcy
protection (Bankr. D.N.H. Case No. 16-11598) on Nov. 16, 2016.
DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No.
18-10024) on Jan. 11, 2018. In the petition signed by David H.
Booth, the Manager, the Debtor estimated assets and debts between
$1 million and $10 million. Representing the Debtor is Eleanor Wm
Dahar, Esq., at Victor W. Dahar Professional Association.
DIMENSIONS IN SENIOR LIVING: Seeks Chapter 11 Bankruptcy
--------------------------------------------------------
Dimensions in Senior Living LLC and six affiliates filed for
chapter 11 protection in the U.S. Bankruptcy Court for the District
of Nebraska.
Debtor Dimensions in Senior Living was established in September
2004, as a senior living management company, which oversees and
manages the operations of the Debtor-affiliates. A family-owned
operation, Dimensions over the years acquired and managed a series
of senior living / assisted living facilities in Nebraska, Iowa,
Missouri, and Kansas. At present Dimensions operates, pursuant to
a written management agreement, the following senior living
communities:
* Humboldt Assisted Living, LLC, d/b/a Arrowood Lane Residential
Care, Humboldt, KS
* Wilcox Properties of Fort Calhoun, LLC, d/b/a Autumn Pointe,
Fort Calhoun, NE
* WB Real Estate of Iola, LLC, , d/b/a Greystone Residential
Care, Iola, KS;
* Wilcox Properties of Columbia, LLC, , d/b/a Candlelight Lodge,
Columbia, MO;
* Village Ridge LLC, D, d/b/a Village Ridge Assisted Living,
Marion, IA; and
* Village Place, LLC, d/b/a Village Place Senior Apartments,
Marion, IA.
Road to Chapter 11
Amy Wilcox-Burns, a partial owner and CRO of the Debtors, explains
in court filings that the Debtors, and senior living communities at
large, have faced several challenges in the last 3 years:
* First, in August 2020 Debtors Village Ridge and Village Place
in Marion, IA (which are legally separate but physically connected
facilities) were hit by a severe windstorm, and sustained more than
a million dollars in damages. These Debtors, as a result of the
COVID-19 pandemic, faced several challenges in repairing the severe
damages caused by the storm. Due to the length of time the
necessary repairs took, occupancy at these communities, and thus
income, was greatly affected. In addition, one contractor who
perform worked at the Marion, IA facilities obtained a judgment in
excess of $1,000,000 for unpaid repairs. Currently this creditor
is pursuing collection efforts against certain Debtors and its
owners / managers to collect upon this judgment.
* In addition, the senior living industry was strongly affected
by the COVID-19 pandemic. Restrictions were placed on these
communities, regarding visitors, admission, provision of service,
staffing, and other operations throughout the pandemic. Due to
these restrictions, funding shortfalls, staffing shortages, and a
slew of industry wide challenges, Debtors' occupancy rates and
income were negatively affected (along with thousands of other
senior living facilities nationwide.
* In addition, Wilcox Properties of Columbia, LLC, has been
forced to close its doors. Historically, Columbia is a community
that was built in two stages. A portion of the property is a
4-story historic hotel dating to the 1920's, with an addition built
in the 1980's. Over the past decade, Columbia has shown its age
culminating in many structural, and mechanical issues, which
required constant repairs and improvements to meet current building
code standards. The cost to continue operations at Columbia became
cost prohibitive resulting in the closure of the historic 1920's
portion of the Columbia property. Exacerbating this problem, the
Missouri Department of Health and Senior Services determined that
the historic 1920's portion of the Columbia property could not be
operated in any event due to the lack of, in the State's opinion,
an appropriate fire wall with the 1980's addition. As a result,
the Missouri Department of Health and Senior Services only recently
notified Debtors that Columbia's operating license would not be
renewed and that the community would need to close by Dec. 2, 2022,
following the relocation of all of the residents of Columbia. This
will result in a default of the terms of the loan between Columbia
and ANB (which could trigger an enterprise wide default).
All these challenges have put Debtors' in an operating deficit from
which recovery does not seems likely. As a result, and given the
ongoing consolidation of senior living facilities into fewer and
fewer ownership groups, Debtors made the decision to file these
instant cases to provide Debtors financial relief so it may focus
on liquidating its assets in a controlled manner. To that end,
Debtors have identified a brokerage with a national reach to market
and sell Debtors' operations and assets as a going concern. The
Debtors hope to use the bankruptcy process to provide financial
breathing room while Debtors undergo what hopes to be a quick sale
process.
According to court filings, Dimensions in Senior Living estimates
$1 million to $10 million in debt owed to 1 to 49 creditors. The
Debtors have two main banks: American National Bank ("ANB") and
Fannie Mae. The petition states that funds will not be available
to unsecured creditors.
The Debtors on the Petition Date filed:
a. a motion to use cash collateral;
b. a motion to prohibit utility companies from refusing service;
c. a motion to pay prepetition employee wages.
About Dimensions in Senior Living
Dimensions in Senior Living LLC -- https://www.dimsrivg.com/ --
through a series of entities, owns and manages a series of senior
living / assisted living facilities in Nebraska, Iowa, Missouri,
and Kansas.
Dimensions in Senior Living and six affiliates each filed a
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Neb. Lead Case No. 22-80860) on Nov. 21, 2022. In the petition
filed by Amy Wilcox-Burns, as chief restructuring officer, the
Debtor reported assets and liabilities between $1 million and $10
million.
The Debtors are represented by Patrick Raymond Turner of Turner
Legal Group, LLC.
DOCUPLEX INC: Seeks Approval to Hire Hewitt & Behr as Accountant
----------------------------------------------------------------
Docuplex, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Kansas to hire Hewitt & Behr, PA, as its
accountant.
The Debtor requires an accountant to prepare and file its federal
and state income tax returns.
The firm will be paid as follows:
Amber M. Behr, CPA $150 per hour
Associates $120 - $176 per hour
As disclosed in court filings, Hewitt & Behr and its staff do not
represent interests adverse to the Debtor and its estate.
The firm can be reached through:
Amber M. Behr, CPA
Hewitt & Behr, PA
205 W. 2nd St.
Wichita, KS 67202
Phone: +1 316-269-4500
Fax (316) 269-2005
Email: abehr@hewittcpa.com
About Docuplex Inc.
Docuplex, Inc. owns and operates a print and mailing company,
providing all varieties of commercial printing, finishing, and
direct mailing services. It is one of the largest providers of
these services in Wichita, Kan. Docuplex does not own any real
property but owns a significant amount of furniture, fixtures,
machinery, equipment, rolling stock, and inventory used in the
operation.
Docuplex sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Kan. Case No. 22-10734) on Sept. 2, 2022, with up
to $10 million in both assets and liabilities. Gina Cherry,
controller, signed the petition.
Judge Mitchell L. Herren oversees the case.
David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A. and Hewitt &
Behr, PA serve as the Debtor's legal counsel and accountant,
respectively.
DODGE DATA & ANALYTICS: US$130M Bank Debt Trades at 26% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Dodge Data &
Analytics LLC is a borrower were trading in the secondary market
around 74.5 cents-on-the-dollar during the week ended Friday,
December 2, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$130 million facility is a term loan. The loan is scheduled
to mature on February 23, 2030. The amount is fully drawn and
outstanding.
Dodge Data & Analytics LLC provides software solutions. The Company
offers analytics and software-based workflow integration solutions
for the construction industry. Dodge Data & Analytics serves
customers in the United States.
DOSHI ASSOCIATES: Starts Subchapter V Bankruptcy Case
-----------------------------------------------------
Doshi Associates Inc. filed for chapter 11 protection in the U.S.
Bankruptcy Court for the Eastern District of Michigan. The Debtor
elected on its voluntary petition to proceed under Subchapter V of
chapter 11 of the Bankruptcy Code.
Incorporated in 1992, the Debtor, based in Bloomfield Hills,
Michigan is an architectural and engineering consulting company.
The Debtor is operated by its majority shareholder, Shailesh
Doshi.
The Debtor commenced the Chapter 11 case to facilitate its orderly
restructuring and believes its current efforts will maximize
recovery to all creditors and other parties in interest.
According to court filings, Doshi Associates estimates $1 million
to $10 million in debt owed to 1 to 49 creditors. The petition
states that funds will not be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Dec. 15, 2022, at 11:00 AM. Proofs of claim are due by March 15,
2023.
About Doshi Associates
Doshi Associates Inc. -- https://www.doshigroup.net/ -- is an
architectural and engineering company.
Doshi Associates filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. on E.D. Mich. Case No.
22-49210) on Nov. 22, 2022. In the petition filed by Shailesh
Doshi, as shareholder, the Debtor reported assets between $100,000
and $500,000 and liabilities between $1 million and $10 million.
The Debtor tapped Gold, Lange & Majoros PC as counsel, and O'Keefe
& Associates Consulting, LLC, as accountant.
DRY MORE: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------
Dry More Company asks the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, for authority to use cash
collateral on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to pay operating
expenses, insurance and other ongoing expenses in the ordinary
course of the business.
The creditors that purport to hold liens or security interests in
inventory and accounts are the Small Business Administration;
Veritex Community Bank and David A. Selter.
As adequate protection, the Debtor proposes to adequately protect
the interests of the Purported Lienholders in the collateral in a
number of ways. The Debtor proposes to grant the Purported
Lienholders post-petition replacement liens in the same assets of
the Debtor that the entity had prior to the filing of the chapter
11 bankruptcy case.
In addition, the Debtor will provide the Lenders with information
relating to projected revenues and expenses, actual revenue and
expenses, and variances from the interim budget.
A copy of the order is available at https://bit.ly/3VMegg1 from
PacerMonitor.com.
About Dry More Company
Dry More Company is a water damage restoration services in Houston,
Texas. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33532) on November
30, 2022. In the petition signed by Jessica Lykins, president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Christopher M. Lopez oversees the case.
Reese W. Baker, Esq., at Baker & Associates, is the Debtor's
counsel.
DUNTOV MOTOR: Seeks Second Order Approving $80K Corvette Sale
-------------------------------------------------------------
Duntov Motor Co., LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas to enter a Second Agreed Order approving
the sale of its custom-built Corvette for $80,000 or more.
The parties previously entered into an Agreed Order whereby the
Debtor had authority to close on a sale of the Contested Corvette
Vehicle within 2 weeks for the price of $80,000 or more. The
Debtor was unable to close within that time frame, and seeks
another Order on substantially the same terms that provides an
additional time period to close. The Debtor does not expect any
objections to the Motion, and is hopeful that it can upload a
Second Agreed Order with parties to the prior Agreed Order.
As the Court is well-aware, the Debtor owns a custom-built Corvette
that is the subject of the litigation in Adversary Proceeding No.
21-04030-mxm, referred to in the Debtor's Chapter 11 Plan as the
"Contested Corvette Vehicle." The Chapter 11 Plan expressly
addressed the post-confirmation sale of the Contested Corvette
Vehicle in Sec. 5.8.
The Debtor has been actively soliciting interest in the Contested
Corvette Vehicle with its contacts in its racing community. It has
received an offer to purchase the Contested Corvette Vehicle for
$80,000. It believes that this is a fair price for a custom build
such as this. As reference, the original customer (Radenne) that
ordered the Contested Corvette Vehicle and provided the
specifications allegedly paid approximately $95,000 toward the
purchase price.
The sale will be "as-is where-is" with express language that "there
is no warranty on the Vehicle, and the Seller expressly disclaims
all warranties either expressed or implied, including but not
limited to any implied warranty of merchantability or fitness for
any particular purpose."
The Debtor will provide notice of this sale to the parties that
have asserted interests in the Contested Corvette Vehicle: Franck
Radenne, John Franklin Cooley, Jr., UPS Capital Business Credit,
and Northeast Bank and request such parties to provide higher
offers if they have interest.
About Duntov Motor Company
Duntov Motor Company, LLC filed a petition for Chapter 11
protection (Bankr. N.D. Texas Case No. 21-40348) on Feb. 20, 2021,
listing up to $500,000 in assets and up to $1 million in
liabilities. Behrooz Vida has been appointed as the Subchapter V
trustee in the Debtor's bankruptcy case.
Judge Mark X. Mullin oversees the case.
The Debtor tapped Quilling, Selander, Lownds, Winslett & Moser PC
as bankruptcy counsel, Hahn Law Firm P.C. as special litigation
counsel, and Andy D. Plagens LLC as accountant.
EAGLE PARENT: $75MM Incremental Loan No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service said Eagle Parent Corp.'s (dba
"Restaurant Technologies") B2 Corporate Family Rating, B2-PD
Probability of Default Rating and B2 ratings of the senior secured
bank credit facility, consisting a revolver and a term loan B, are
unchanged following the company's announcement on November 30 that
it plans to raise a $75 million incremental Green First Lien Term
Loan B to fully repay existing revolving credit facility
borrowings.
Although total debt only increased by $25 million following the
transaction and the offering improves liquidity, revolver
borrowings were used to fund free cash flow deficits, which is a
credit negative. Moody's expects the company will use all cash
flows generated from the business as well as borrowing on the
revolver to fund new customer installations and growth projects. To
support business growth, Restaurant Technologies has to incur
upfront investments to support new customer installations.
Moreover, the company expanded its labor force to grow the business
and has experienced significant cost increases in 2022 as a result
of higher labor and fuel costs, as well as higher fleet maintenance
costs as the company cannot replace old fleets quickly due to
supply chain issues. Moody's does not expect the company to
generate free cash flow in the next 12-18 months and a further
EBITDA margin decline could pressure the company's ratings.
Restaurant Technologies has adequate liquidity, supported by over
$25 million cash on hand and a $100 million fully available
revolving credit facility following the transaction.
Restaurant Technologies' B2 CFR and stable outlook are not affected
because the investments are increasing the installed base and
leading to strong revenue growth. The company's high leverage and
margin pressure nevertheless weakly position the company within the
B2 rating category.
The B2 CFR reflects its relatively moderate size with annual
revenue under $900 million, and its high financial leverage of
approximately 7.6x debt-to-EBITDA as of September 2022. Moody's
expects the company's free cash flow generation will be limited
owing to the significant upfront capital spending required to fund
new customer installations. Nevertheless, the company's credit
profile is supported by its leading market position in the
closed-loop oil management industry, its deep entrenchment in
customers' cooking oil supply chains, the high recurring revenue
nature driven by delivery and service fees embedded in customer
contracts, and its high customer retention rates. The company
benefits from its established position in the market in conjunction
with its healthy geographic footprint servicing most major
metropolitan areas. Moreover, the company has limited exposure to
fresh oil commodity price fluctuations because the cost of oil is
passed-through to the customer.
The stable outlook reflects Moody's expectation that Restaurant
Technologies will continue to grow its topline and earnings via new
customer installations and cross selling of services to existing
customers over the next 12-18 months, such that credit metrics will
improve including debt-to-EBITDA declining to a mid 6x range. The
stable outlook also reflects Moody's expectations that the company
will maintain at least adequate liquidity supported by access to
its $100 million undrawn revolving credit facility due 2027, which
provides financial flexibility to fund growth investments.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Mendota Heights, Minnesota, Restaurant
Technologies, Inc. operates as a closed-loop cooking oil
distributor for quick service and casual dining restaurants,
grocery stores, and hospitality customers. The company is acquired
by private equity firm ECP (Sponsor) and co-investors including
Enlightened Hospitality Investments and Conti through a leveraged
buyout in March 2022. Restaurant Technologies, Inc. generated gross
revenue of $889 million for the twelve-month period ended September
30, 2022.
EAST RIDGE RETIREMENT: Fitch Lowers Issuer Default Rating to RD
---------------------------------------------------------------
Fitch Ratings has downgraded East Ridge Retirement Village's (ERRV)
Issuer Default Rating (IDR) to Restricted Default (RD) from 'C'.
Fitch has also downgraded the series 2014 health facilities revenue
bonds issued by the Alachua County Health Facilities Authority, FL
on behalf of ERRV, FL to 'D' from 'C'.
Entity/Debt Rating Prior
----------- ------ -----
East Ridge Retirement
Village (FL) LT IDR RD Downgrade C
East Ridge
Retirement Village
(FL) /General
Revenues/1 LT LT D Downgrade C
East Ridge
Retirement Village
(FL) /General
Revenues/1 LT LT WD Withdrawn D
East Ridge
Retirement Village
(FL) /Issuer
Default Rating/1 LT LT RD Downgrade C
At the same time, Fitch has withdrawn the rating assigned to ERRV's
series 2014 bonds. The rating assigned to the series 2014 bonds has
been withdrawn because ERRV has defaulted on the series 2014
bonds.
SECURITY
The bonds are secured by a pledge of gross revenues and receivables
of the obligated group (OG; ERRV is the only member), a first
mortgage lien on all current and future property of the OG and a
fully-funded debt service reserve fund (DSRF).
ANALYTICAL CONCLUSION
The downgrade of the rating assigned to the series 2014 bonds to
'D' from 'C' reflects ERRV's failure to make full and timely
payment of principal due on its series 2014 bonds on Nov. 15, 2022.
On Sept. 12, 2022, ERRV entered into a forbearance agreement with
the trustee at the direction of the owners of a majority in
aggregate principal amount of the series 2014 bonds outstanding
(the directing holders).
Under the forbearance agreement, the trustee and the directing
holders agreed to defer the $990,000 principal payment due on the
series 2014 bonds on Nov. 15, 2022. Therefore, the principal
payment was not made by funds provided by ERRV, or a draw upon the
DSRF. It is Fitch's view that the principal payment deferral, even
a deferral that is in accordance with the forbearance agreement, is
a payment default that represents a failure to make a payment under
the original contractual terms of the bonds.
The downgrade of the IDR to 'RD' from 'C' indicates that ERRV has
experienced an uncured payment default, but has not entered into
bankruptcy filings or ceased operating.
KEY RATING DRIVERS
Revenue Defensibility: 'b'
Operating Risk: 'bb'
Financial Profile: 'b'
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- ERRV ceases business or enters into bankruptcy filings,
administration, receivership, liquidation or other formal
winding-up procedure.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Material improvement in core operations resulting in strong cash
flow and an improved balance sheet.
CREDIT PROFILE
ERRV is a Type-A life plan community located on 76 acres in the
town of Cutler Bay, FL, approximately 20 miles south of Miami. The
community currently includes 221 independent living units, 75
assisted living units, 31 memory care units and 74 skilled nursing
beds. Independent living unit residents are mostly in lifecare
contracts with nonrefundable entrance fees. ERRV reported total
operating revenues of approximately $27.9 million in fiscal 2021.
ERRV is currently the only OG member. Since March 27, 2008, ERRV
has been controlled by Santa Fe Senior Living (SFSL) via an
affiliation agreement between ERRV and SFSL's corporate parent,
Santa Fe HealthCare (SFHC). Neither SFSL nor SFHC are obligated on
the series 2014 bonds. SFSL opened the Terraces at Bonita Springs
in July 2013 and also operates North Florida Retirement Village, a
rental community in Gainesville, FL.
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.
ECO PRESERVATION: Hires Hubbard McIlwain as Special Attorney
------------------------------------------------------------
Eco Preservation Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Hubbard, McIlwain & Brakefield, P.C. as its special attorney.
The Debtor needs the firm's legal advice with respect to contract
and collection activities, including proceedings in state and
federal courts.
Hubbard will charge $185 per hour for the services of its
associates and partners.
As disclosed in court filings, Hubbard neither holds nor represents
any interest adverse to the Debtor's estate.
The firm can be reached through:
W. Marcus Brakefield, Esq.
Hubbard, Wiggins, McIlwain, & Brakefield, P.C.
808 Lurleen B Wallace N Blvd
Tuscaloosa, AL 35401
Phone: +1 205-345-6789
Email: MBrakefield@hubbardfirm.com
About Eco Preservation
ECO Preservation, LLC is a provider of water, sewage and other
systems. The company is based in Leeds, Ala.
ECO Preservation filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ala. Case No. 22-02429) on Oct. 5,
2022. In the petition filed by its managing member, J. Michael
White, the Debtor reported between $1 million and $10 million in
both assets and liabilities.
The case is jointly administered with the Chapter 11 cases filed by
SERMA Holdings, LLC (Bankr. N.D. Ala. Case No. 22-02430) and Mr.
White (Bankr. N.D. Ala. Case No. 22-02431) on Oct. 5, 2022. SERMA
Holdings listed up to $50,000 in assets and up to $10 million in
debt.
The Debtors are represented by Harry P. Long, Esq., at The Law
Offices of Harry P. Long, LLC.
EDWARD D. HIRSCH MD: Amends Hirsch IRS & Unsecured Claims Pay
-------------------------------------------------------------
Edward D. Hirsch MD, P.A., and Edward David Hirsch submitted an
Amended Joint Subchapter V Plan dated November 29, 2022.
This bankruptcy proceeding was commenced to provide the Debtors
with the opportunity to resolve their issues with the Internal
Revenue Service ("IRS") and restructure business operations going
forward. The Debtors are obligated on IRS obligations. The IRS has
levied against 100 percent of the Debtors' earnings. The IRS levy
has resulted in the Debtors becoming delinquent in personal and
business debts.
Hirsch Bankruptcy Case Claims
Class 4 consists of the Secured claim of the Internal Revenue
Service, in the amount of $3,521.00, as evidenced by claim no. 3-2,
and secured by all of Hirsch's non-exempt assets. Hirsch
anticipates that after the accountant files delinquent tax returns
and quantifies the amount already paid to the Internal Revenue
Service through pre-petition levies, the amount due to the Internal
Revenue Service on this secured claim will be significantly less.
In full satisfaction of this secured claim, the Internal Revenue
Service will receive the liquidation of its collateral of
$3,521.00. The balance of the claim will be treated as a general
unsecured claim of Hirsch in Class 6.
Class 6 consists of non-priority unsecured claims in the Hirsch
Bankruptcy Case. Hirsch shall pay to non-priority unsecured
creditors the sum of $7,500.00 over five years in semiannual
payments commencing on the 180th day following the Effective Date.
These payments will exceed the liquidation value of Hirsch's
unencumbered assets. If the Plan is confirmed on a nonconsensual
basis, the Subchapter V trustee will make all such payments in
accordance with Section 7, unless the Court provides otherwise in
the Confirmation Order. Class 6 is impaired.
In accordance with §5.9.15 of the IRS Manual (IRM) (Payments in
Bankruptcy/Internal Revenue Service), the IRS shall first apply any
payments received on account of its claim in Class 6 to tax year
2017 until such tax year is paid in full, then to the latest
assessed general unsecured, non-priority claim to the earliest
assessed unsecured general class claim in Class 6.
Like in the prior iteration of the Plan, the PA shall pay to
non-priority unsecured creditors in Class 9 the sum of $7,500.00
over 5 years in semiannual payments commencing on the 180th day
following the Effective Date.
The Debtors assert that it will have sufficient net disposable
monthly income due to its future earnings to make the payments
required under this Plan. In order produce the income necessary to
fund the Plan, Hirsch and the PA will continue to run the existing
medical practice and the income generated from the medical practice
will pay a salary to Hirsch, which he will utilize to pay his
ongoing expenses and required Plan payments. The balance of funds
generated by the PA will be utilized to pay the ongoing expenses of
the PA and required Plan payments.
A full-text copy of the Amended Joint Plan dated November 29, 2022,
is available at https://bit.ly/3izOMUS from PacerMonitor.com at no
charge.
Debtors' Counsel:
Alan R. Crane, Esq.
Furr and Cohen, P.A.
2255 Glades Road, Suite 419A
Boca Raton, FL 33431
Tel: (561) 395-0500
Fax: (561) 338-7532
Email: acrane@furrcohen.com
About Edward D. Hirsch MD
Edward D. Hirsch MD, P.A., is a medical practice ran and owned by
Dr. Edward D. Hirsch, MD. Dorctor Hirsch is an infectious disease
specialist in Tamarac, Florida and is affiliated with multiple
hospitals in the area
Edward D. Hirsch MD, P.A., filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-13283) on April 27, 2022, listing as much as $1 million in both
assets and liabilities. Carol Fox, senior managing director at
GlassRatner, serves as Subchapter V trustee.
Edward David Hirsch also commenced his own Chapter 11 case (Bankr.
S.D. Fla. Case No. 22-12337).
Judge Scott M. Grossman oversees the cases.
Alan R. Crane, Esq., at Furr and Cohen, P.A., is the Debtors' legal
counsel.
ELECTRONICS FOR IMAGING: US$875M Bank Debt Trades at 28% Discount
-----------------------------------------------------------------
Participations in a syndicated loan under which Electronics For
Imaging Inc is a borrower were trading in the secondary market
around 71.7 cents-on-the-dollar during the week ended Friday,
December 2, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$875 million facility is a term loan. The loan is scheduled
to mature on July 23, 2026. About US$849 million of the loan is
withdrawn and outstanding.
Electronics for Imaging is a worldwide provider of products,
technology and services leading the transformation of analog to
digital imaging.
ELEVATE TEXTILES INC: US$125M Bank Debt Trades at 73% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Elevate Textiles
Inc is a borrower were trading in the secondary market around 27.0
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$125 million facility is a term loan. The loan is scheduled
to mature on May 1, 2025. The amount is fully drawn and
outstanding.
Elevate Textiles, Inc. manufactures and supplies textile products
worldwide.
ENVISION HEALTHCARE: US$5.45B Bank Debt Trades at 68% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Envision Healthcare
Corp is a borrower were trading in the secondary market around 32.2
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$5.45 billion facility is a term loan. The loan is scheduled
to mature on October 10, 2025. About US$3.75 billion of the loan
is withdrawn and outstanding.
Envision Healthcare Corporation provides health care services. The
Hospital offers surgery, pharmacy, medical imaging, emergency care,
and other related health care services.
FAST RADIUS: Sets Bidding Procedures for Substantially All Assets
-----------------------------------------------------------------
Fast Radius, Inc., and affiliates ask the United States Bankruptcy
Court for the District of Delaware to authorize the bidding
procedures in connection with the sale of substantially all
assets.
In light of growing liquidity challenges, beginning in July of
2022, the Debtors and their advisors commenced an extensive
prepetition marketing process to explore all potential strategic
alternatives, including sales and capital markets solutions. The
Debtors engaged investment bankers Citigroup Global Markets Inc.
and Lincoln Partners Advisors LLC to assist in exploring all
potential strategic alternatives.
The Debtors and their advisors continue to market the Debtors'
business with hopes of identifying a strategic or market
participant to serve as a stalking horse bidder or other bidder in
a chapter 11 process. In conjunction with their exploration of
strategic alternatives, the Debtors have established and maintained
consistent communication with key stakeholders, including their
secured lenders.
The Debtors seek to establish certain bidding procedures for the
marketing and, potentially, the sale of all or substantially all of
their assets.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 5, 2022, at 4:00 p.m. (ET)
b. Initial Bid: The Purchase Price should be a single point
value in U.S. dollars for the total enterprise value of the Assets
the Potential Bidder seeks to acquire on a cash-free, debt-free
basis.
c. Deposit: 10% of the aggregate value of the cash and
non-cash consideration of the Bid to be held in an escrow account
d. Auction: An Auction may be held on Dec. 7, 2022, at 9:00
a.m. (ET) via live auction and/or remote video
e. Bid Increments: $250,000
f. Sale Hearing: Dec. 9, 2022 at (TBD) (ET)
g. Sale Objection Deadline: Dec. 8, 2022, at 4:00 p.m. (ET)
h. Closing: Dec. 12, 2022
i. Credit Bid: Any Secured Creditor will have the right to
credit bid all or a portion of the value of such Secured Creditor's
claims within.
At this time, the Debtors have not identified a Stalking Horse
Bidder. If they select a Stalking Horse Bidder, no later than one
business day after selecting a Stalking Horse Bidder, the Debtors
will file with the Court and serve the Stalking Horse Notice on the
Notice Parties.
As soon as practicable after entry of the Bidding Procedures Order,
the Debtors will cause the Sale Notice.
The Debtors also seek approval of the Procedures to facilitate the
fair and orderly assumption, assumption and assignment, or
rejection of certain of their Contracts in connection with the
Sale. Within two business days after entry of the Order, the
Debtors shall file with the Court and serve the Cure Notice on the
Contract Counterparties. The Cure Objection Deadline is Dec. 8,
2022 at 4:00 p.m. (ET).
To implement the foregoing successfully, the Debtors seek a waiver
of the notice requirements under Bankruptcy Rule 6004(a) and the
14-day stay of an order authorizing the use, sale or lease of
property under Bankruptcy Rule 6004(h).
About Fast Radius
Fast Radius, Inc. (Nasdaq: FSRD) -- https://www.fastradius.com/ --
is a cloud manufacturing and digital supply chain company in
Chicago, Ill.
Fast Radius, Inc. and affiliates, Fast Radius Operations, Inc. and
Fast Radius PTE Ltd., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11051) on
Nov. 7, 2022. In the petition signed by Patrick McCusker,
authorized signatory, Fast Radius, Inc. disclosed $69.3 million in
assets and $55.2 million in liabilities.
The Debtors tapped DLA Piper LLP (US) and Bayard, P.A. as legal
counsel; Lincoln Partners Advisors, LLC as investment banker;
Alvarez & Marsal North, America, LLC as financial advisor; and
Stretto, Inc. as claims, administrative, solicitation, and
balloting agent.
The U.S. Trustee for Region 3 has appointed an official committee
of unsecured creditors in the Chapter 11 cases of Fast Radius,
Inc.
and its affiliates. Potter Anderson & Corroon LLP serves as the
committee's counsel.
FCG ACQUISITIONS: $90MM Loan Add-on No Impact on Moody's B3 CFR
---------------------------------------------------------------
Moody's Investors Service said FCG Acquisitions, Inc.'s ("FCG",
"Flow Control Group") B3 corporate family rating, B2 first lien
senior secured credit facility and Caa2 second lien senior secured
credit facility ratings and stable outlook are unaffected by the
company's proposed $90 million first lien term loan add-on. The
proceeds provided by the term loan will be used to fund future
acquisitions, pay down the outstanding balance on the revolving
credit facility and cover transaction expenses. The company plans
to use the incremental first lien facility to fund about $66
million in acquisitions currently under letters of intent.
Moody's estimates FCG's debt-to-EBITDA at approximately 7.3x based
on earnings as of the last twelve months ending September 30, 2022.
Pro forma for FCG's four proposed acquisitions that will be funded
with this incremental term loan, this measure is closer to 7.6x.
Moody's considers Flow Control Group's roll-up model, characterized
by a continuous pace of acquisitions, as a key credit risk. Since
its April 2021 leveraged buyout (LOB) by KKR & Co. Inc. (KKR), FCG
has completed thirty acquisitions totaling over $474 million,
funded primarily through incremental drawings on its first and
second lien term loan facilities.
Headquartered in Charlotte, North Carolina, Flow Control Group is a
distributor of industrial products and services. Revenues are
approximately $1.2 billion.
FIRST LINE: Case Summary & 10 Unsecured Creditors
-------------------------------------------------
Debtor: First Line Tactical LLC
d/b/a Steel City Ammo
643 Merchant Street
Ambridge, PA 15003
Case No.: 22-22395
Business Description: The Debtor offers guns, ammunition sales &
training services in Pittsburgh, Pa.
Chapter 11 Petition Date: December 2, 2022
Court: United States Bankruptcy Court
Western District of Pennsylvania
Debtor's Counsel: Brian C. Thompson, Esq.
THOMPSON LAW GROUP, P.C.
125 Warrendale-Bayne Road
Suite 200
Warrendale, PA 15086
Tel: 724-799-8404
Fax: 724-799-8409
Email: bthompson@thompsonattorney.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nathan Swierkosz as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/OOS54FY/First_Line_Tactical_LLC_dba_Steel__pawbke-22-22395__0001.0.pdf?mcid=tGE4TAMA
FLEXSYS HOLDINGS: US$475M Bank Debt Trades at 22% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Flexsys Holdings
Inc is a borrower were trading in the secondary market around 78.4
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$475 million facility is a term loan. The loan is scheduled
to mature on November 1, 2028. The amount is fully drawn and
outstanding.
The Company is domiciled in the United States.
FOREST CITY: Moody's Lowers CFR to B2 & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has downgraded Forest City Enterprises,
LP's ("Forest City" or "the REIT") corporate family rating to B2
from B1 as a result of growing concern about its financial
flexibility due to low transaction volume in the commercial real
estate market, and the potential for meaningful decline in its
fixed charge coverage ratio in a higher rate environment. In the
same rating action, the ratings of the REIT's senior secured bank
credit facility were downgraded to B3 from B2.
The negative rating outlook reflects the REIT's modest liquidity
position and deteriorating fixed charge coverage ratio. Meaningful
exposure to office real estate in coastal markets contending with
challenging operating environments is another consideration.
The following ratings have been downgraded:
Downgrades:
Issuer: Forest City Enterprises, LP
Corporate Family Rating, Downgraded to B2 from B1
Senior Secured Bank Credit Facility, Downgraded to B3 from B2
Outlook Actions:
Issuer: Forest City Enterprises, LP
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Forest City's B2 corporate family rating reflects its high-quality
portfolio of multi-family, office and retail properties in urban
locations, its long operating track record, its fully encumbered
asset base, and the finite life of its owner, Brookfield's "BRSEP
III" investment fund. Other significant rating considerations are
its modest fixed charge coverage, high proportion of variable rate
debt, elevated leverage ratios- specifically secured leverage, and
implicit support from Brookfield Asset Management Inc. (BAM).
The REIT's scale and portfolio diversity have declined with asset
sales, as can be expected for a finite life vehicle. Exposure to
the office segment has increased with the sale of the life science
exposure and some multi-family properties since YE 2020. The share
of its office segment could further increase over the next 12-18
months given continued investor preference for multifamily assets
relative to office properties. Buildings in New York and San
Francisco account for 74% of the REIT's office portfolio and the
market conditions remain challenging in both those cities. However,
the REIT's newer and high-quality assets will likely outperform the
market.
Forest City' aggregate leverage metrics would likely remain
elevated over the next few quarters with secured debt remaining the
likely source of the new financing. With floating rate debt
accounting for 73% of aggregate debt, the fixed charge coverage
ratio will decline over the next few quarters; the extent would
depend on disposition volume and related debt repayments.
The REIT's liquidity position has weakened in large part due to
the slowdown in the CRE transaction market and material upcoming
debt maturities, approximately $1.3 billion of debt, Forest City's
share not including extension options. Additional capital needs,
related to development projects and leasing, would also be
meaningful relative to its available liquidity of $423 million,
from cash and revolver capacity, at the end of Q3 2022. The REIT's
$400 million revolver matures in Q4 2023.
The negative rating outlook considers the potential for
deterioration in the REIT's liquidity due to its fully encumbered
portfolio, dividend obligations and upcoming debt maturities. The
outlook also reflects the risks related to its floating rate debt
exposure and, to a lesser extent, the operating performance of the
office segment.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if fixed charge coverage remains
below 1.1x or if liquidity remains weak with insufficient reliable
sources to meet capital needs over the next 12 months.
Rating upgrades are unlikely and would require fixed charge
coverage above 1.7x on a sustained basis, net debt to EBITDA below
10x, and meaningful improvement in liquidity.
Headquartered in Cleveland Ohio, Forest City Realty Trust, Inc.
(NYSE: FCE.A) is currently an independent real estate investment
trust (REIT) primarily engaged in the ownership, development,
management and acquisition of office, retail and apartment real
estate throughout the United States. Forest City reported gross
assets of approximately $6.4 billion as of September 30, 2022.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2022.
FRANCHISE GROUP: Moody's Alters Outlook on 'B1' CFR to Negative
---------------------------------------------------------------
Moody's Investors Service changed Franchise Group, Inc.'s outlook
to negative from stable and downgraded the company's speculative
grade liquidity rating (SGL) to SGL-3 from SGL-2. At the same time,
Moody's downgraded the company's senior secured first lien term
loan rating to B1 from Ba3. All other ratings were affirmed,
including the B1 corporate family rating, B1-PD probability of
default rating, and the B3 senior secured second lien term loan
rating.
The outlook change to negative reflects Franchise Group's weaker
than expected operating performance and credit metrics mostly
resulting from a challenging home furnishing environment and poor
execution at American Freight, with increased discounting driving
softer revenue and lower profitability. When coupled with ongoing
capital spending, dividends and the continuation of providing its
customers financing options, free cash was highly negative for the
first nine months of 2022. Franchise Group also repurchased $77.9
million of common stock in its most recent quarter. The company is
still in the process of reviewing different options to transition
Badcock's customer financing program to a third party, and the
timing of this transition remains uncertain. Per Moody's estimates,
when including earnings, interest and debt related to consumer
lending, Moody's adjusted debt/EBITDA was around 4.4x for the
twelve month period ended November 3, 2022, and EBITA/interest was
1.0x, a level that is weak for the rating.
The downgrade to SGL-3 reflects Franchise Group's negative free
cash flow and Moody's expectation that while expected to
significantly improve from current levels, free cash flow will
remain negative over the very near term. Despite this, liquidity
remains adequate, with approximately $73 million of balance sheet
cash and $265 million of availability under its $400 million
asset-based ("ABL") revolving credit facility as of September 24,
2022 which is projected to more than cover expected cash flow needs
over the next 12 months. Moody's also expects the company to
maintain adequate cushion under financial maintenance covenants
despite contractual tightening of its net leverage covenant in
2023.
The downgrade of Franchise Group's senior secured first lien term
loan rating to B1 from Ba3 reflects the increase in size of the
company's ABL to $400 million from $250 million and the expectation
that the company will continue to draw under the facility to fund
cash flow needs. While Franchise Group's senior secured first lien
term loan is secured by substantially all assets of the company, it
has a second lien position to the ABL on more liquid assets,
including accounts receivable and inventory.
Downgrades:
Issuer: Franchise Group, Inc.
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Senior Secured 1st Lien Term Loan, Downgraded to B1 (LGD3) from
Ba3 (LGD3)
Affirmations:
Issuer: Franchise Group, Inc.
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Senior Secured 2nd Lien Term Loan, Affirmed B3 (LGD5)
Outlook Actions:
Issuer: Franchise Group, Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Franchise Group's B1 CFR incorporates governance factors including
the company's aggressive financial policies, including an
acquisitive growth strategy and the use of significant amount of
free cash flow to pay dividends and, more recently, repurchase
shares. Franchise Group's rapid acquisition activity increases
operating risk and diminishes the visibility of near term earnings.
However, this is balanced against a more moderate leverage policy,
with a recent track record of issuing equity to help fund
acquisitions and significant debt reduction following transactions.
The rating is supported by the strategic benefits of recent
acquisitions, including increased scale, industry and product
diversification, and synergy realization. Franchise Group operates
in five separate retail segments and one services segment, with no
one segment representing more than 28% year-to-date revenue.
While Moody's continues to expect Franchise Group to maintain
moderate leverage levels over the longer term, future acquisitions
could once again temporarily increase leverage. Franchise Group's
limited operating history with ownership of the recently acquired
groups is also a key consideration. Given that the company has
rapidly grown through many successive acquisitions since being
formed in July 2019, it has yet to prove that its business
strategies and financial policies are sustainable over the longer
term. The December 2021 acquisition of Badcock came on the heels of
the debt-funded Pet Supplies Plus, LLC acquisition in March 2021
and Sylvan cash acquisition in September 2021. While having
successfully paid down acquisition debt using proceeds from asset
sales, the integration of Badcock remains incomplete because it has
not transitioned customer financing to a third party as planned.
The timing of this transition remains uncertain.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if operating performance or credit
metrics deteriorate, through sales or profit declines or more
aggressive financial policies, such as maintaining higher leverage
through significant debt-funded shareholder returns or
acquisitions, or retaining its customer financing business longer
term. Any deterioration in liquidity, such as through continued
negative free cash flow or an emergence of financial covenant
concerns, could also lead to a downgrade. Specific metrics include
Moody's debt/EBITDA maintained above 4x or EBIT/interest expense
below 2x.
Ratings could be upgraded over time if Franchise Group demonstrates
steady revenue and profit growth, successful acquisition
integration and synergy realization, and positive free cash flow.
An upgrade would also require a balanced financial policy that
allows the company to maintain Moody's debt/EBITDA below 3x and
EBIT/interest expense above 2.5x.
Franchise Group, Inc. (NASDAQ: FRG), through its subsidiaries,
operates franchised and franchisable businesses including The
Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture &
More, American Freight, Buddy's Home Furnishings and Sylvan
Learning Systems, Inc. Revenue for the twelve month period ended
November 2021 is approximately $4.2 billion.
The principal methodology used in these ratings was Retail
published in November 2021.
FTX GROUP: SBF Says Collateral Crashed by $51 Billion as FTX Fell
-----------------------------------------------------------------
Joanna Ossinger of Bloomberg News reports that Sam Bankman-Fried,
disgraced founder of the now collapsed crypto exchange FTX and
trading house Alameda Research, apologized to employees in a letter
that outlined a crash in "collateral" to $9 billion from $60
billion.
"I didn't mean for any of this to happen, and I would give anything
to be able to go back and do things over again," he wrote in the
message sent to employees Tuesday, Nov. 22, 2022, and obtained by
Bloomberg News.
A slide in digital-asset markets in spring roughly halved
collateral to $30 billion, while liabilities were $2 billion, he
said.
A combination of a credit squeeze, a further selloff in virtual
coins, and a "run on the bank" left collateral at $9 billion ahead
of FTX's Nov. 11 bankruptcy, he wrote. The estimate for
liabilities had reached $8 billion by then, he said.
"I did not realize the full extent of the margin position, nor did
I realize the magnitude of the risk posed by a hyper-correlated
crash," Bankman-Fried said. He didn't give exact details on the
makeup of the collateral or the liabilities.
FTX and Alameda Research, both one-time pillars of the crypto
market, unraveled with astonishing speed in November. Flows of
money between a tangled web of FTX-related entities are at the
heart of whether the exchange misappropriated customer funds.
The bankruptcy proceedings so far have painted a picture of a
business with unusually lax documentation and financial controls,
with payment requests approved by emojis in chatrooms and FTX funds
used to buy homes and other personal items for employees and
advisers.
SBF wrote that "potential interest in billions of dollars of
funding came in roughly eight minutes after I signed the Chapter
11" documents.
While he argued that could have helped save FTX and return "large
value" to customers, the court filings point to a chaotic
organization with deep problems.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal the next day amid reports on FTX regarding mishandled customer
funds and alleged US agency investigations.
At approximately 4:30 a.m. on Nov. 11, Bankman-Fried ultimately
agreed to step aside, and restructuring vet John J. Ray III was
quickly named new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
A total of 102 entities related to FTX have filed for Chapter 11
protection.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
Andrew G. Dietderich, James L. Bromley, Brian D. Glueckstein and
Alexa J. Kranzley at Sullivan & Cromwell LLP in New York, serve as
the Debtors' counsel.
Adam G. Landis, Kimberly A. Brown and Matthew R. Pierce at LANDIS
RATH & COBB LLP in Wilmington serve as local bankruptcy counsel to
FTX Group.
Alvarez & Marsal North America, LLC, is the Debtors' financial
advisor.
Kroll is the claims agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
Lawyers at Paul Weiss represent SBF.
FUSION PROMOTIONS: Unsecureds to Get Share of Income for 3 Years
----------------------------------------------------------------
Fusion Promotions & Marketing LLC filed with the U.S. Bankruptcy
Court for the Northern District of Georgia a Plan of Reorganization
under Subchapter V dated November 28, 2022.
Debtor is located at 3070 Windward Plaza, Suite F *326, Alpharetta,
Georgia 30005 (the "Business"). Debtor vacated its previous
location at 3159 Royal Drive, Suite 300, Alpharetta, GA, 30022, and
the Debtor has rejected the lease at that location under Section
365 of the Bankruptcy Code.
The staffing industry was deeply impacted by the COVID-19 pandemic.
Debtor experienced multiple months with no orders from clients, and
the Debtor was severely diminished as a result. Debtor filed
bankruptcy on August 31, 2022 to reorganize its financial affairs
without the threat of collection.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 4 consists of the Priority Wage Claim of Matthew Burns
(scheduled at $35,000.00). Any priority or secured Class 4 Priority
Wage Claim shall be paid in equal monthly payments of $2,916.66
each commencing on the 28th day of the first full month following
the Effective Date and continuing by the 28th day of each
subsequent month, until paid in full; provided, however, that any
Allowed Class 4 Wage Claim that has not been paid in full on or
before the 5th anniversary of the Filing Date shall be paid with a
final balloon payment on the 5th anniversary of the Filing Date
unless such Holder agrees to a longer payment term, which such
agreement may be communicated by the Holder continuing to accept
monthly payments after August 31, 2027.
Class 5 consists of the Secured Claim of the United States Small
Business Administration (the "SBA") with Synovus Bank as Lender.
SBA filed proof of claim 2 asserting a secured claim in the amount
of $213,725.46 consisting of: (i) principal in the amount of
$199,800.00 (ii) interest in the amount of $6,035.05; and (iii)
Outstanding interest in the amount of $7,890.41 (such amount, or
such amount as allowed by the Court, the "Class 5 Secured Claim").
Debtor will reinstate and cure the SBA Loan Documents by paying the
arrearage due under the non-default terms of the SBA Loan Documents
within 36 months of the Effective Date. On the Effective Date,
Debtor will commence regular monthly installment payments to the
SBA in accordance with the SBA Loan Documents, which will be deemed
current (subject only to the Arrearage Cure) and will continue in
full force and effect.
Class 6 consists of general unsecured claims not otherwise
specifically classified in the Plan. This Class is impaired.
"Administrative and General Unsecured Creditors Payment" means all
of the projected disposable income of the debtor to be received in
the three-year period beginning on the date that the first payment
is due under this Plan, which will be applied to make payments
under the Plan.
Debtor shall pay the Administrative and General Unsecured Creditors
Payment commencing on the 28th day of the first full month
following the Effective Date and continuing by the 28th day of each
subsequent month (or the next Business Day if the 28th day is not a
Business Day); provided, however, that if such payments are to
Class 6 General Unsecured Creditors, Debtor shall make such
payments on a semiannual basis on January 15 and June 15 of each
year on all distributions which become due during the prior six
months.
Class 7 consists of the Interest Claims (i.e. the claim of Debtor's
sole owner based upon ownership of Debtor). FMP Investments, LLC
will retain its 100% interest in the Debtor.
Upon confirmation, Debtor will be charged with administration of
the Case. Debtor will be authorized and empowered to take such
actions as are required to effectuate the Plan. Debtor will file
all post-confirmation reports required by the United States
Trustee's office. Debtor will also file the necessary final reports
and may apply for a final decree after substantial consummation at
such time as Debtor deems appropriate unless otherwise required by
the Bankruptcy Court.
The source of funds for the payments pursuant to the Plan is
Debtor's continued operations.
A full-text copy of the Plan of Reorganization dated November 28,
2022, is available at https://bit.ly/3Urk7Gz from PacerMonitor.com
at no charge.
Attorney for Debtor:
Cameron M. McCord, Esq.
Jones & Walden LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Telephone: (404) 564-9300
Email: cmccord@joneswalden.com
About Fusion Promotions & Marketing
Fusion Promotions & Marketing, LLC is a provider of brand
representation talents. The company is based in Alpharetta, Ga.
Fusion Promotions & Marketing sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-56872) on
Aug. 31, 2022, with up to $50,000 in assets and up to $10 million
in liabilities. Matthew Burns, chief executive officer, signed the
petition.
Judge Paul Baisier oversees the case.
Cameron M. McCord, Esq., at Jones & Walden, LLC is the Debtor's
counsel.
GAGE'S GRANITE: Seeks to Hire Glast Phillips & Murray as Counsel
----------------------------------------------------------------
Gage's Granite LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire Glast Phillips & Murray,
P.C. as its legal counsel.
The firm's services include:
(a) providing legal advice with respect to the Debtor's powers
and duties in the continued operation of its business and the
management of its property;
(b) taking all necessary action to protect and preserve the
Debtor's estate;
(c) preparing legal papers;
(d) assisting the Debtor in preparing and filing a plan of
reorganization;
(e) performing other legal services for the Debtor in
connection with its Chapter 11 case; and
(f) perform such legal services as the Debtor may request with
respect to any matter, including, but not limited to, corporate
finance and governance, contracts, antitrust, labor, and tax.
The firm will charge these hourly fees:
Brandon J. Tittle, Esq. $495 per hour
Partners $450 to $600 per hour
Paralegals $220 per hour
Brandon Tittle, Esq., at Glast, Phillips & Murray, disclosed in
court filings that his firm neither holds nor represents any
interest adverse to the Debtor's estate.
The firm can be reached through:
Brandon J. Tittle, Esq.
Glast, Phillips & Murray, P.C.
14801 Quorum Drive, Suite 500
Dallas TX 75254-1449
Telephone: (972) 419-7186
Facsimile: (972) 419-8329
Email: btittle@gpm-law.com
About Gage's Granite
Gage's Granite, LLC is a family-owned and operated granite
manufacturing company specializing in commercial finish out. It has
been providing quality custom granite and marble countertops to
commercial businesses and home owners in the Dallas/Ft. Worth
metroplex since 2000.
Gage's Granite filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-32010) on Oct.
27, 2022. In the petition signed by its sole member, Christopher
Raines, the Debtor disclosed $1,726,673 in total assets and
$1,538,095 in total liabilities. Katharine B. Clark has been
appointed as Subchapter V trustee.
Judge Stacey G. Jernigan oversees the case.
Brandon J. Tittle, Esq., at Glast, Phillips & Murray, P.C. is the
Debtor's legal counsel.
GARDNER DENVER: Moody's Alters Outlook on 'Ba1' CFR to Positive
---------------------------------------------------------------
Moody's Investors Service has changed the outlook for Gardner
Denver, Inc. (also known as "Ingersoll Rand" or the company) to
positive from stable and affirmed all ratings for the company,
including the Corporate Family Rating and Probability of Default
Rating at Ba1 and Ba1-PD, respectively. Concurrently, Moody's
affirmed the senior secured bank credit facilities of Gardner
Denver, Inc. and Ingersoll-Rand Services Company at Ba1. The
company's speculative grade liquidity remains unchanged at SGL-1.
"Ingersoll Rand has proven its ability to navigate amid challenging
macroeconomic conditions over the last two years while increasing
revenues and cash generation" says Gigi Adamo, Vice President and
Senior Analyst. "Further, debt repayment and strong execution of
its acquisition strategy have resulted in meaningful deleveraging,
which supports a stronger credit profile."
The change in outlook to positive reflects Moody's expectations
that the company will maintain EBITDA margins in excess of 20% over
the next 12 to 18 months, while generating free cash flow in excess
of $700 million annually over the next two years. This will allow
the company to maintain debt-to-EBITDA at below 3.0x over this
period, absent sizable acquisitions.
The affirmation balances the fundamental strength of the business
and strong credit metrics with the currently all secured nature of
the company's capital structure. This constrains upward pressure of
the rating to a degree, as this type of capital structure is highly
unusual for an investment grade company. Moody's expects that, over
time, the company will make progress towards putting in place an
unsecured debt structure.
Moody's took the following rating actions:
Affirmations:
Issuer: Gardner Denver, Inc.
Corporate Family Rating, Affirmed Ba1
Probability of Default Rating, Affirmed Ba1-PD
Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD3)
Issuer: Ingersoll-Rand Services Company
Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD3)
Outlook Actions:
Issuer: Gardner Denver, Inc.
Outlook, Changed To Positive From Stable
Issuer: Ingersoll-Rand Services Company
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
The Ba1 CFR reflects the company's well-established market position
and brand strength in mission critical engineered products
globally. The company sells to diverse markets within both its
Industrial Technologies and Services as well as Precision and
Science Technologies business segments. The company also benefits
from a recurring service and aftermarket business that comprises
over one third of revenue. Moody's expects that the company will
sustain very good liquidity, supported by strong cash flow
attributable to solid operating margins and modest capital
expenditures.
The rating is constrained by execution and integration risk
associated with the significant portfolio transformation that the
company has undertaken in recent years. Following the sizeable 2020
merger with Ingersoll-Rand plc's industrial business, the company
has also made a series of bolt-on acquisitions totaling over $1
billion and meaningful divestitures since 2021. Event risk related
to future acquisitions is also a consideration. Further, the
company is exposed to macroeconomic-related pressures such as
supply chain and inflationary cost pressures, which Moody's expects
will remain a headwind through at least part of 2023. Lastly, the
all secured nature of the company's capital structure is a
constraining factor.
The company's SGL-1 speculative grade liquidity rating reflects
Moody's expectation that the company will maintain strong liquidity
over the next twelve to eighteen months, underscored by strong cash
generation, availability under the company's undrawn and sizable
revolving credit facility and ample covenant headroom. The company
also had ample cash, with $1.5 billion at September 30, 2022.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could experience upward pressure if the company establishes
a primarily unsecured capital structure which would remove a
current ratings constraint. If the company is able to continue to
successfully manage through macroeconomic related supply chain and
cost headwinds, the ratings could be upgraded. A ratings upgrade
could also occur if the company demonstrates the continued
maintenance of a well-balanced financial policy including
sustaining debt/EBITDA at below 3.0x while continuing to expand
EBITDA margins beyond 20% as the company's top line grows.
Successful execution of its acquisition integration and related
synergies could also support an upgrade.
Ratings could experience downward pressure if the company reverts
to a less conservative financial profile with debt/EBITDA sustained
above 4.0x. More aggressive financial policies including
debt-financed share repurchases or a more meaningful recurring
dividend or sizable debt-funded acquisition could also lead to a
ratings downgrade.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Headquartered in Davidson, North Carolina, Ingersoll Rand Inc, the
parent company of Gardner Denver, Inc., is a publicly-traded global
manufacturer of compressors, pumps and blowers used in general
industrial and other markets. Revenues for the last twelve months
ended September 30, 2022 totaled approximately $5.7 billion.
GLOBAL PROCESSING: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------------
Mary Jensen, Acting U.S. Trustee for Region 12, appointed an
official committee to represent unsecured creditors in the Chapter
11 case of Global Processing, Inc.
The committee members are:
1. Nauni Manty, Liquidating Trustee
Pipeline Foods, LLC Liquidating Trust
Manty & Associates, P.A.
150 South Fifth Street, Suite 3125
Minneapolis, MN 55402
Phone: 612-340-7950
Email: Nauni@mantylaw.com
2. Shaun Brooks, President
F.W. Cobs Company, Inc.
P.O. Box 30
Saint Albans Bay, VT 05481
Phone: 888-531-4888 ext. 1
Email: brooks@fwcobs.com
3. James A. Krull
1774 Highway 105
Northwood, IA 50459.
Phone: 641-390-0775
Email: 324jak@gmail.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Global Processing
Global Processing Inc. -- http://www.globalprocessing.org/--
supplies customers around the world with value-added, quality,
farm-grown food products.
Global Processing filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Iowa Case No. 22-00669) on Oct.
24, 2022, with $10 million to $50 million in both assets and
liabilities. David M. Wilcox, president of Global Processing,
signed the petition.
The Debtor tapped Ronald C. Martin, Esq., at Day Rettig Martin, PC
as legal counsel and Gregory DeWeese, a professional practicing in
Minnesota, as financial advisor.
GOLDEN SEAHORSE: Court OKs Interim Access to Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Golden Seahorse LLC, dba Holiday Inn Manhattan Financial
District to use cash collateral on an interim basis in accordance
with the budget.
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.
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. As of the Petition Date, the full amount of the $137.2
million in principal remains outstanding, together with unpaid
interest.
As adequate protection, the Prepetition Lenders are granted
continuing, valid, binding, enforceable, and perfected postpetition
security interests in and liens on the Prepetition Collateral and
any property or property of the estate acquired by the Debtor
post-petition and to the extent provided by section 507(b) of the
Bankruptcy Code, an allowed superpriority administrative expense
claim in the Case or any case under Chapter 7 of the Bankruptcy
Code upon the conversion of any of the Case, or in any other
proceedings superseding or related to any of the foregoing.
The Adequate Protection Liens will be senior to all other security
interests in, liens on, or claims against any of the Collateral;
provided that, the Adequate Protection Liens will be subject to the
Carve Out and will be junior only to, as applicable: (i) the
Permitted Prior Liens and (ii) the Prepetition Liens.
The Adequate Protection Liens and security interests granted are
valid, binding, effective, enforceable, and fully perfected, and no
filing or recordation or other act in accordance with any
applicable local, state, or federal law, rule, or regulation, is
necessary to create or perfect such liens and security interests.
As further adequate protection, the Debtor is authorized to pay in
cash monthly interest at the nondefault rate due under the
Prepetition Documents.
These events constitute an "Event of Default:
a. The failure of the Debtor to be in compliance with the
Budget, subject to a variance in any week of 10% from the amount
set forth in the Budget for such period;
b. The failure of the Debtor to perform, in any material
respect, any of the terms, provisions, conditions, covenants, or
obligations under this Interim Order;
c. The failure of the Debtor to obtain a Final Order on the
Motion on terms acceptable to the Prepetition Lenders on or before
40 days after the Petition Date;
d. The entry of any order by the Court granting, or the
filing by the Debtor of any motion or other request seeking, the
use of the Collateral (including Cash Collateral) for any purpose
other than as permitted in the Interim Order;
e. The filing of a motion by the Debtor to grant any lien
upon or affecting any Collateral;
f. The entry of an order (or the filing by the Debtor of a
motion seeking such an order) reconsidering, amending,
supplementing, staying, vacating or otherwise modifying the Interim
Order or any Final Order entered consistent with subparagraph (c)
above;
g. The appointment of a trustee, receiver or an examiner in
the Case or any Successor Cases with expanded powers to operate or
manage the financial affairs, the business, or reorganization of
the Debtor;
h. The dismissal of the Case, or the conversion of the Case
from one under Chapter 11 to one under Chapter 7 of the Bankruptcy
Code or the Debtor filing a motion or other pleading seeking the
dismissal of the Case under section 1112 of the Bankruptcy Code or
otherwise or the conversion of the Case to Chapter 7 of the
Bankruptcy Code;
i. The filing of a motion seeking, or the Court will enter an
order granting, relief from or modifying the automatic stay of
section 362 of the Bankruptcy Code to allow any creditor to execute
upon or enforce a lien on any Collateral;
j. The existence of any claim or charges, or the entry of any
order of the Court authorizing any claims or charges, entitled to
superpriority administrative expense claim status in any Case
pursuant to section 364(c)(1) of the Bankruptcy Code pari passu
with or senior to the claims of the Prepetition Lender under the
Interim Order;
k. The Debtor will file, or the Debtor will fail to contest in
good faith the filing of, a motion for entry of an order materially
adversely impacting the rights and interests of the Prepetition
Lenders;
l. The Debtor will challenge, support or encourage a
challenge of any payments made to the Prepetition Lenders with
respect to the Prepetition Secured Obligations or any other payment
to the Prepetition Lenders authorized thereunder;
m. The automatic stay will be modified, reversed, revoked or
vacated in a manner that has a material adverse impact on the
rights and interests of the Prepetition Lenders.
A final hearing on the matter is set for December 22, 2022 at 10
a.m.
A copy of the order is available at https://bit.ly/3F1FNmU 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) 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.
GOPHER RESOURCE: US$510M Bank Debt Trades at 34% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Gopher Resource LLC
is a borrower were trading in the secondary market around 65.6
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$510 million facility is a term loan. The loan is scheduled
to mature on March 6, 2025. About US$473 million of the loan is
withdrawn and outstanding.
Gopher Resource, LLC provides recycling services.
GRACE COMMUNITY: Eagle Eye Buying Kennesaw Property for $3.7-Mil.
-----------------------------------------------------------------
Grace Community Baptist Church of Woodstock, Inc., asks the U.S.
Bankruptcy Court for the Northern District of Georgia to approve
the private sale of the real property located at 3737 Stilesboro
Road, NW, in Kennesaw, Georgia 30152, to Eagle Eye of Florida for
$3.7 million.
The Debtor is the record titleholder to the Property.
The purpose of the case is to allow for an orderly sale of the
Debtor's Property, preserve its equity therein, and pay the secured
creditors in full.
GoldStar Trust Co., Access to Capital for Entrepreneurs, Inc., and
U.S. Small Business Administration (Secured Creditors) assert liens
on the Property.
The Debtor has negotiated an all-cash, as-is-sale to Eagle Eye,
with a closing to occur in 22 days. The Purchaser has agreed to
purchase the Property for the total sum of $3.7 million, in
accordance with the terms of the Commercial Purchase and Sale
Agreement with an Amendment to the Agreement.
The Debtor has determined that selling the Property pursuant to the
Agreement is in the best interests of the estate and its creditors
because such a sale will enable it to pay all of its creditors and
emerge from bankruptcy.
The Debtor seeks authority to pay at closing from the proceeds of
sale the usual and customary costs normally paid by the seller in
the State of Georgia are as follows: closing costs, Georgia State
Stamp Tax, title search, and any past due property taxes that may
exist.
It is the Debtor's belief that the following liens and encumbrances
exist on the Property and the Debtor seeks authority to pay same at
closing from the proceeds of sale: Mortgage held by GoldStar Trust
Company in the amount of $2,156,963.07; UCC-1 held by Access to
Capital for Entrepreneurs, Inc., in the amount of $311,059.29; and
U.S. Small Business Association in the amount of $158,826.37. The
Debtor also seeks authority to pay at closing from the proceeds of
sale other costs of sale, including the Broker's commission to Bob
Wolf and the buying agent, and any existing current taxes held by
Cobb County, Georgia.
The sale will be free and clear of liens, and any liens found to be
valid by the Court will attach to the proceeds of sale. The sale
is not in the ordinary course of business.
The Debtor further requests that any order approving this Sale
Motion be effective immediately, thus, waiving the requirement of
Federal Bankruptcy Rule of Procedure 6004(h) staying the effect of
any order 14 days.
A copy of the Purchase Agreement is available at
https://tinyurl.com/3d2w6ef8 from PacerMonitor.com free of charge.
About Grace Community Baptist Church of Woodstock
Grace Community Baptist Church of Woodstock is a tax-exempt
religious organization. Its primary business office and place of
worship is valued at $4.20 million.
Grace Community Baptist Church of Woodstock, Inc. filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 22-55046) on July 4, 2022. The
petition was signed by Christopher Chappell as CEO. At the time of
filing, the Debtor estimated $4,332,713 in assets and $2,730,892
in
liabilities. Sims W. Gordon, Jr., Esq. at The Gordon Law Firm,
P.C.
serves as the Debtor's counsel.
Tamara Ogier was appointed as the Sub V Trustee on July 6, 2022.
GROUPE SOLMAX: US$660M Bank Debt Trades at 16% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Groupe Solmax Inc
is a borrower were trading in the secondary market around 84.5
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$660 million facility is a term loan. The loan is scheduled
to mature on July 23, 2028. The amount is fully drawn and
outstanding.
Groupe Solmax Inc. manufactures polyethylene geomembranes. The
Company offers containment and fluid transportation solutions
including HDPE pipes, valves, fittings and accessories. Groupe
Solmax serves mining, energy, waste management, water, and civil
engineering sectors in Canada. The Company's country of domicile is
Canada.
GTT COMMUNICATIONS: US$1.77B Bank Debt Trades at 37% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which GTT Communications
Inc is a borrower were trading in the secondary market around 63.0
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$1.77 billion facility is a term loan. The loan is scheduled
to mature on May 31, 2025. About US$866 million of the loan is
withdrawn and outstanding.
GTT Communications, Inc., formerly Global Telecom and Technology,
is a multinational telecommunications and internet service provider
company with headquarters in McLean, Virginia, and incorporated in
Delaware.
GWG HOLDINGs: Has $630MM Replacement DIP Loan from Vida
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized GWG Holdings, Inc. and its
debtor-affiliates to, among other things, use cash collateral and
obtain replacement senior secured, superpriority,
debtor-in-possession postpetition financing from Vida Insurance
Credit Opportunity Fund III, GP, LLC, or its designated
affiliate(s), in its capacity as the postpetition administrative
agent and collateral agent, on a final basis.
Chapford has agreed to provide a $630 million debtor-in-possession
credit facility which consists of (a) a $590 million term loan and
(b) a $40 million revolving credit facility.
The Debtors are authorized and directed to draw upon the
Replacement DIP Term Loan and use the proceeds thereof (or cash
collateral) to purchase the RBD Asset from the DLP IV Secured
Parties for $17.85 million in cash.
The Debtors have an immediate and critical need to obtain the
Replacement DIP Facility and use cash collateral, among other
things:
(a) to repay all valid obligations outstanding under the
senior secured, superpriority, debtor-in-possession postpetition
financing facility with Chapford SMA Partnership, L.P. as Existing
DIP Agent, and the lenders party thereto in connection with the
termination of the agreement memorializing the terms of the
Existing DIP Facility and any related documents and instruments
delivered pursuant to or in connection therewith;
(b) to make settlement payments in connection with the
respective credit facilities entered into by DLP IV and the DLP VI
Debtors; and
(c) for (i) working capital and general corporate purposes of
the Borrower, (ii) current interest, fees and expenses under the
Replacement DIP Credit Documents, (iii) costs, fees and expenses
approved under the Replacement DIP Order, and (iv) administrative
costs and expenses related to the administration of the Chapter 11
Cases.
On October 23, 2017, GWGH, GWG Life, and Bank of Utah, as trustee,
entered into an amended and restated indenture, providing for the
issuance from time to time of an unlimited principal amount of L
Bonds. On August 10, 2018, GWGH, GWG Life and the Indenture Trustee
entered into a Supplemental Indenture to add and modify certain
provisions of the A&R Indenture necessary to provide for the
issuance of the Seller Trust L Bonds under which GWGH is the issuer
and GWG Life is the guarantor. The Seller Trust L Bonds were issued
in connection with the exchange of certain assets among GWGH, GWG
Life, The Beneficient Company Group, L.P., and certain trusts.
On December 31, 2020, GWGH, GWG Life and the Indenture Trustee
entered into a Supplemental Indenture to add and modify certain
provisions of the A&R Indenture necessary to provide for the
issuance of the Liquidity Bonds under which GWG Life is the issuer
and GWGH is the guarantor. GWGH's and GWG Life's obligations to the
Bonds under the Indenture are secured by liens granted to the
Indenture Trustee on substantially all of GWGH and GWG Life's
assets.
As security for the Replacement DIP Obligations, the Debtors have
granted to the Replacement DIP Secured Parties, valid, enforceable,
binding, and fully perfected security interests in and liens upon
all present and after-acquired property of the Debtors.
Each of the Replacement DIP Liens will be subject and subordinate
to payment of the Carve-Out, which refers to the sum of (i) all
fees required to be paid to the Clerk of the Court and to the
Office of the U.S. Trustee under 28 U.S.C. section 1930(a) plus
interest at the statutory rate pursuant to 31 U.S.C. section 3717;
(ii) fees and expenses up to $50,000 incurred by a trustee under 11
U.S.C. section 726(b); (iii) to the extent allowed at any time,
whether by interim, final compensation order, or bench ruling all
accrued and unpaid fees and expenses incurred by persons or firms
retained by the Debtors pursuant to 11 U.S.C. section 327, 328 or
363 and the Bondholder Committee appointed in the Chapter 11 Cases
pursuant to 11 U.S.C. section 1103 at any time before or on the day
of the delivery by the Final DIP Agent of a Final DIP Termination
Declaration; and (iv) Professional Fees incurred beginning the day
after the day on which the Final DIP Agent delivers a Final DIP
Termination Declaration, to the extent allowed at any time, whether
by interim order, procedural order, or otherwise in an aggregate
amount not to exceed $6 million.
A copy of the order is available at https://bit.ly/3gWGDcO from
PacerMonitor.com.
About GWG Holdings Inc.
Headquartered in Dallas, Texas, GWG Holdings, Inc., conducts its
life insurance secondary market business through a wholly-owned
subsidiary, GWG Life, LLC and GWG Life's wholly-owned
subsidiaries.
GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 22-90032) on April 20, 2022.
In the petition filed by Murray Holland, as president and chief
executive officer, GWG Holdings listed $1.57 billion in total
assets against $3.64 billion in total liabilities.
The case is assigned to Honorable Bankruptcy Judge Marvin Isgur.
Charles Stephen Kelley, Esq., at Mayer Brown LLP, is the Debtor's
counsel.
National Founders LP, as DIP Lender, is represented by Sidley
Austin LLP.
Cravath, Swaine & Moore LLP serves as counsel to the limited
partners and parties financing the Final DIP Agent, Chapford SMA
Partnership, L.P. Winston & Strawn LL
HAL LUFTIG COMPANY: Case Summary & Three Unsecured Creditors
------------------------------------------------------------
Debtor: Hal Luftig Company, Inc.
117 W 17th St #2C
Attn: Hal Luftig, President
New York, NY 10011-5446
Case No.: 22-11617
Business Description: Hal is a theatrical producer in New York.
Chapter 11 Petition Date: December 1, 2022
Court: United States Bankruptcy Court
Southern District of New York
Judge: Hon. John P. Mastando III
Debtor's Counsel: Sheryl P. Giugliano, Esq.
RUSKIN MOSCOU FALTISCHEK, PC
1425 RXR Plaza 15th Floor
Uniondale, NY 11556
Tel: (516) 663-6600
Email: sgiugliano@rmfpc.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Hal Luftig as president.
A copy of the Debtor's list of three unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/BHWH6LI/Hal_Luftig_Company_Inc__nysbke-22-11617__0005.3.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WDGI6FY/Hal_Luftig_Company_Inc__nysbke-22-11617__0001.0.pdf?mcid=tGE4TAMA
HELIX FITNESS: Court OKs Cash Collateral Access Thru Feb 2023
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Helix Fitness, Inc. to use cash collateral on an interim
basis through February 15, 2023.
The Court said that the Debtor's use of cash collateral will be on
the same terms and conditions as set forth in the Order on Motion
By Debtor for Entry of an Order Authorizing the Interim and
Permanent Use of Cash Collateral, Granting Adequate Protection, and
Related Relief, dated November 9, 2022, except as modified by the
current order.
In addition to the expenses set forth in the budget, the Debtor is
permitted to make the payments to Motivational Marketing Inc. under
the stipulation approved on an interim basis by separate order of
the Court.
A further hearing on the matter is set for February 14 at 10 a.m.
A copy of the order is available at https://bit.ly/3VOfWWA from
PacerMonitor.com.
About Helix Fitness Inc.
Helix Fitness Inc. is engaged in the sale of fitness equipment. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Mass. Case No. 22-11609) on November 7, 2022. In
the petition signed by Leonard Snyderman, president, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Janet E. Bostwick oversees the case.
Andrew G. Lizotte, Esq., at Murphy and King, Professional
Corporation, represents the Debtor as counsel.
HINTONS5 LLC: Neuah Buying Middletown Commercial Property for $325K
-------------------------------------------------------------------
Hintons5 LLC filed with the U.S. Bankruptcy Court for the Southern
District of New York an amended notice of proposed sale of the
commercial real property located at 40-50 Dolson Avenue, in
Middletown, New York 10940, to Marcus Neuah for $325,000, subject
to higher and better offers.
A hearing on the Motion is set for Dec. 6, 2022, at 9:00 a.m.
Objections, if any, must be filed at least seven business days
prior to the hearing.
At the time of the filing of the petition, the Debtor owned (and
continues to own), in fee simple the Property. It desires to sell
it.
The Property is the Debtor's sole asset, upon which a dry cleaning
business operates. Prior to the filing of the Debtor's petition,
in 2016 and 2019, there were chemical spills on the Property, which
to date have not been remediated. On June 2, 2021, the Debtor
commenced an adversary proceeding against Dlugatz Clams, LLC the
first mortgagee and prior owner, seeking a determination by the
Court of alleged claims it has against Dlugatz for failing to
remediate the Property and to determine the disposition of funds
currently held in escrow by Dlugatz' attorney.
The Debtor anticipates filing a liquidating Chapter 11 Plan, which
incorporates the proposed sale of the Property. The proposed sale
of the Property will result in the satisfaction of the real
property tax obligation due and owing to the City of Middletown and
contemplates settlement of the pending adversary proceeding with
Dlugatz and payment of administrative creditors of the Debtor.
In April 2022, the Debtor listed the Property for sale with Re/Max
BenchmarkRealty Group for $950,000.
The Property is encumbered by a real property tax lien heldby the
City of Middletown in the approximate amount of $155,835. This
consists of real property and school taxes due and owing to
Middletown for tax years 2019 through 2022.
The Property is also encumbered by a first mortgage lien held by
DLugatz in the sum of approximately $615,000.
The sale of the Property will not result in prejudice to the
Debtor's creditors, as it is the proceeds of the sale that will be
used to pay closing costs and the real estate property tax lien.
It is contemplated that, after paying ordinary closing costs,
including special counsel for the Debtor and the realtor for the
Debtor, Middletown will be satisfied in full. Further, pursuant to
the Debtor's liquidating Chapter 11 Plan, all administrative costs
of the Chapter 11 case will be paid from the proceeds of the sale
of the Property. The remaining proceeds from the sale, in addition
to the sums currently held in escrow by Dlugatz' counsel, will be
forwarded to Dlugatz, and will represent the full and final payment
to Dlugatz on its claim.
The sale is in the best interest of the estate as it will enable
the Debtor to pay the real property taxes, administrative costs,
will result in a settlement of the adversary proceeding and,
ultimately, confirm its Chapter 11 case.
On May 31, 2022, the Debtor received a cash offer from Solvents &
Petroleum Service on the Property of $50,000. It issued a Notice
of Intended Sale thereafter and received additional bids on the
Property. After auction held on Oct. 19, 2022, the Debtor
determined that the highest and best offer received was from Neuah
in the amount of $325,000. The offer has no contingencies attached
and acknowledges that the Property is being sold on an "as is,
where is" basis. Further, Neuah agrees to execute an
indemnification clause in favor of Dlugatz.
The Debtor makes this Application for an Order authorizing it to
sell its right, title and interest in and to the Property free and
clear of all liens against the Property.
A copy of the Purchase Offer is available at
https://tinyurl.com/42ef4abt from PacerMonitor.com free of charge.
About Hintons5 LLC
Hintons5 LLC, a Middletown, N.Y.-based single asset real estate
corporation, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 20-35871) on Aug. 20, 2020. At the
time of the filing, the Debtor disclosed between $500,001 and $1
million in both assets and liabilities. The Debtor tapped Genova &
Malin as bankruptcy counsel and McCabe & Mack LLP as special
counsel.
HOLONG CS LLC: Wayside Investment Buying Houston Property for $5.5M
-------------------------------------------------------------------
Holong CS, LLC, seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to sell the following to Wayside
Investment Group for $5.5 million, subject to overbid:
a. the Comfort Suites located in Houston, Texas located at
15555 John F Kennedy Blvd, Houston, Texas 77032 ("Property"); and
b. a related Country Inn & Suites located at 15555B John F
Kennedy Blvd, Houston, Texas 77032.
Objections, if any, must be filed within 21 days of the date the
Motion was served.
The Debtor owns and operates the Property. It seeks to sell the
Property and the Country Inn & Suites for $5.5 million, in
accordance with the terms of the Letter of Intent to Purchase. The
Debtor has filed an application to employ the services of NewGen
Advisory CA, Inc., the real estate broker who negotiated the Letter
of Intent to Purchase. The terms and conditions set forth in the
Letter of Intent to Purchase are subject to higher and better bids
via the bidding process.
The sale will be free and clear of all liens, claims and
encumbrances, and such liens, claims and encumbrances will attach
to the sale proceeds. The sale proceeds will be held by the title
company pending an order of distribution approved by the Court.
Guaranty Bank & Trust, NA claims a lien on the Property. The
Property is also encumbered with liens to the taxing authorities
for ad valorem taxes for the 2021 and 2022 tax years.
The reasonable and necessary closing costs associated with the sale
will be paid at the time of closing along with the real estate
broker's commission.
The Debtor requests that the 14-day period following the entry of
an Order allowing the sale be waived.
A copy of the Letter of Intent is available at
https://tinyurl.com/e5etb3ew from PacerMonitor.com free of charge.
The Purchaser:
WAYSIDE INVESTMENT GROUP
8866 Gulf Fwy Suites 250-B
Houston, TX 77017
Attn: Miraj Patel
About Holong CS
Holong CS LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-32935) on Oct. 3,
2022. In the petition filed by Jack Kaphle, as manager, the Debtor
reported assets and liabilities between $1 million and $10
million.
Jarrod B Martin has been appointed as Subchapter V trustee.
The Debtor is represented by Joyce Williams Lindauer of Joyce W.
Lindauer Attorney, PLLC.
HORNBLOWER SUB: US$60M Bank Debt Trades at 30% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Hornblower Sub LLC
is a borrower were trading in the secondary market around 70.5
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$60 million facility is a term loan. The loan is scheduled to
mature on April 29, 2024. About US$0 million of the loan is
withdrawn and outstanding.
Hornblower Sub, LLC is a charter yacht and public dining cruise
operator.
I&A DEVELOPMENT: Files for Chapter 11 Bankruptcy
------------------------------------------------
I&A Development LLC filed for chapter 11 protection in the U.S.
Bankruptcy Court for the Eastern District of New York.
The Chapter 11 Plan and Disclosure Statement are due by May 30,
2023.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Jan. 6, 2023, at 1:00 p.m. at Teleconference - Brooklyn.
The Debtor has filed a motion to set 5:00 P.M. EST on Feb. 27,
2023, as the general claims bar date.
The Debtor disclosed $1.342 million in assets against $2.848
million in liabilities in its schedules. The Debtor owns a
commercial building at 343 Sand Ln, Staten Island, NY 10305, with a
current value of $1.340 million. Secured creditor AJ Partners LLC
has a claim of $2.825 million.
I&A Development says it has 1 to 49 creditors, and that funds will
be available to unsecured creditors.
About I&A Development
I&A Development LLC filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42953) on Nov. 29,
2022. In the petition filed by Greg Fleyshmakher, as president,
the Debtor reported assets and liabilities between $1 million and
$10 million.
The Debtor is represented by:
Alla Kachan, Esq.
Law Offices of Alla Kachan P.C.
343 Sand Ln
Staten Island, NY 10305
IKON WEAPONS: Unsecureds Will Get 100% via Quarterly Payments
-------------------------------------------------------------
Ikon Weapons, LLC filed with the U.S. Bankruptcy Court for the
Middle District of North Carolina a Plan of Reorganization for
Small Business dated November 28, 2022.
Formed on December 15, 2020, the Debtor is a North Carolina limited
liability company that operates as a manufacturer and importer of
firearms.
The Debtor's two members are Suliban Deaza and Lawrence Holt. The
Debtor was required to file bankruptcy due to various reasons which
include, but are not limited to, (i) rejecting certain executory
contracts, (ii) streamline litigation, and (iii) pursue and recover
certain claims.
The Plan Proponent's financial projections show that the Debtor
will have actual disposable income of $237,413.61, which is derived
from the Debtor's projected income and historical expenses. Apart
from the Allowed Priority Claims and Allowed Secured Creditors,
this Plan contemplates a 5 year distribution from the Debtor's
disposable income.
The final Plan Payment is expected to be in July 2027 for General
Unsecured Creditors.
Class 5 consists of the Unsecured Claim of PSA. The Debtor sets the
amount of the Class 5 Claim was $4,504,504.00 as of the Petition
Date. The holder of the Allowed Class 5 Claim shall be paid the
Allowed Amount of its Allowed Claim, at the option of the
Reorganized Debtors: (a) in full, in Cash, on the effective date or
as soon as practicable thereafter; (b) upon such other terms as may
be mutually agreed upon between such holder of an Allowed Secured
Claim and the Reorganized Debtors; (c) in payments in the amount of
$237,413.61 in quarterly payments beginning on July 2023 for second
Quarter 2023 (April through June), which said payments will
comprise of the Debtor's actual disposable income provided however
that the foregoing payments will be made only upon all allowed
Administrative Expense Claimants being satisfied.
To the extent that an Allowed Class 5 Claim has not been paid
within 5 years from the effective date, the holders of Allowed
Class 5 Claim may proceed with further collection efforts to
receive the full extent of their Class 5 Claim as if said claimant
was a judgment creditor. Class 5 is impaired by the Plan.
Class 6 consists of all Allowed General Unsecured Claims. The
Debtor estimates that the amount of the Class 6 Claims is
$302,882.79. The holder of the Allowed Class 6 Claims will receive
distributions in an amount equal to their Pro Rata Share of 100% in
the unsecured creditor pool amount of $302,882.79.
Allowed General Unsecured Creditors shall be paid a Pro Rata share
of the Reorganized Debtor's projected actual income for the years
ending in 2023, 2024, 2025, 2026, and 2027 with quarterly payments
being made on or before the following month of each quarter in
2023, 2024, 2025, 2026, 2027 provided however that the payments
will be made only upon all allowed Administrative Expense Claimants
being satisfied. Said Quarterly payments will begin in July 2023
for the second quarter 2023. Class 6 is impaired.
Class 7 consists of the Equity Interests in the Debtor. The Equity
Interests in the Debtor shall remain with the Debtor's insiders,
Suliban Deaza and Lawrence Holt provided however that Suliban Deaza
continue to be employed with the Debtor for a period of three years
from the effective date and no distributions of equity are made to
or for the benefit of the insiders until the Plan payments
contemplated are made.
The Plan contemplates that distributions will be funded by revenues
generated during the Debtor's post-petition operations, the
Reorganized Debtor's future revenue, recovery from the Debtor's
operations and the A.C. Unity Exclusivity Agreement.
A full-text copy of the Plan of Reorganization dated November 28,
2022, is available at https://bit.ly/3VFJsxK from PacerMonitor.com
at no charge.
Counsel for the Debtor:
John C. Woodman, Esq.
Essex Richards, P.A.
1701 South Boulevard
Charlotte, NC 28203
Tel.: (704) 337-4300
Email: jwoodman@essexrichards.com
About Ikon Weapons
Ikon Weapons, LLC -- https://www.ikonweapons.com/ -- is a small
business specializing in the repair and customization of modern
firearms.
Ikon Weapons sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-30424) on Sept. 2,
2022, with between $1 million and $10 million in both assets and
liabilities. On Oct. 3, 2022, the case was transferred to the U.S.
Bankruptcy Court for the Middle District of North Carolina (Bankr.
M.D.N.C. Case No. 22-10507).
Judge Benjamin A. Kahn oversees the case.
The Debtor is represented by John C. Woodman, Esq., at Essex
Richards, P.A.
INDRA HOLDINGS: US$50M Bank Debt Trades at 29% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Indra Holdings Corp
is a borrower were trading in the secondary market around 70.6
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$50 million facility is a term loan. The loan is scheduled
to mature on December 23, 2024. The amount is fully drawn and
outstanding.
Indra Holdings Corp was founded in 2014. The company's line of
business includes holding or owning securities of companies other
than banks.
INFINITE SYNERGY: Starts Subchapter V Bankruptcy Proceedings
------------------------------------------------------------
Infinite Synergy Insurance Agency LLC filed for chapter 11
protection in the U.S. Bankruptcy Court for the District of Oregon.
The Debtor elected on its voluntary petition to proceed under
Subchapter V of chapter 11 of the Bankruptcy Code.
The Debtor disclosed $1.039 million in total assets against
$689,000 in total liabilities. It owns the property at 16015 SE
Oatfield Rd, Milwaukie, OR 97267, with a current value of $975,000.
Secured creditor U.S. Bank N.A. is owed $683,800.
The petition states that funds will be available to unsecured
creditors.
About Infinite Synergy Insurance Agency
Infinite Synergy Insurance Agency LLC is an insurance company in
Oregon.
Infinite Synergy Insurance Agency filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ore.
Case No. 22-31983) on Nov. 29, 2022. In the petition filed by Mark
Allen, as manager, the Debtor reported assets between $1 million
and $10 million and liabilities between $500,000 and $1 million.
The Debtor is represented by:
Theodore J. Piteo, Esq.
Michael D. O'Brien & Associates
Desiree Magcalas
10517 Burbank Blvd
North Hollywood, CA 91601
INNOVATIVE DESIGNS: Reappoints RW Group as Auditor
--------------------------------------------------
Innovative Designs, Inc. said it was informed that RW Group LLC was
demerging from Isdaner & Company, LLC. On Nov. 28, 2022, the
Company's Board of Directors terminated its relationship with
Isdaner and reappointed RW Group to serve as the Company's
independent registered accounting firm to audit the Company's
financial statements for the fiscal year ended Oct. 31, 2022.
Isdaner did not issue any audit report on the Company's financial
statements for any period.
On March 2, 2021, the Company was informed that RW Group was
transitioning its practice into Isdaner & Company, LLC and was
therefore resigning. The Company's Board of Directors unanimously
approved the engagement of Isdaner to serve as the Company's
independent registered public accounting firm to audit the
Registrant's financial statements for the fiscal year ending
Oct. 31, 2022. The appointment was effective March 2, 2022.
About Innovative Designs
Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc.
operates in two separate business segments: cold weather clothing
and a house wrap for the building construction industry. Both of
its segment lines use products made from INSULTEX, which is a
low-density foamed polyethylene with buoyancy, scent block, and
thermal resistant properties. The Company has a license agreement
directly with the owner of the INSULTEX Technology.
Innovative Designs reported a net loss of $322,732 for the year
ended Oct. 31, 2021, compared to a net loss of $280,743 for the
year ended Oct. 31, 2020. As of July 31, 2022, the Company had
$1.63 million in total assets, $626,524 in total liabilities, and
$1.01 million in total stockholders' equity.
Kennett Square, PA-based RW Group, LLC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
Feb. 14, 2022, citing that the Company had net losses and negative
cash flows from operations for the year ended Oct. 31, 2021 and an
accumulated deficit at Oct. 31, 2021. These factors raise
substantial doubt about the Company's ability to continue as a
going concern for one year from the issuance date of these
financial statements.
INVESTMENTS SWK: Files Subchapter V Case
----------------------------------------
Investments SWK LLC filed for chapter 11 protection in the U.S.
Bankruptcy Court for the Southern District of Florida. The Debtor
elected on its voluntary petition to proceed under Subchapter V of
chapter 11 of the Bankruptcy Code.
According to court filings, Investments SWK LLC estimates $1
million to $10 million in debt owed to 1 to 49 creditors. The
petition states that funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Dec. 20, 2022, at 3:00 PM by TELEPHONE.
Proofs of claim are due by Jan. 31, 2023.
About Investments SWK LLC
Investments SWK filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-18989) on Nov. 22, 2022. In the petition filed by Lorne A.
Wray, as managing member, the Debtor reported assets up to $50,000
and liabilities between $1 million and $10 million.
Maria Yip has been appointed as Subchapter V trustee.
The Debtor is represented by:
Chad T Van Horn, Esq.
370 Camino Gardens Blvd., Suite 330
Boca Raton, FL 33432-5817
J&C MAY PROPERTIES: Sets Bidding Procedures for All Assets
----------------------------------------------------------
J&C May Properties LLC asks the U.S. Bankruptcy Court for the
Eastern District of Arkansas to approve the bidding procedures in
connection with the sale of substantially all assets to Cleburne
County Partners, LLC, for $2.5 million, subject to overbid.
The assets of the Debtor include the following: (a) Furniture,
Fixtures and Equipment, (b) Vehicles, (c) Inventory, (d) Real
Estate and Improvements located at 314 Sylamore Avenue, Mountain
View, Arkansas 72560 ("TD Home Assets"). The Debtor believes it is
in the best interest of its creditors and all parties-in-interest
to conduct an auction sale of substantially all of its assets on an
expedited basis.
The Debtor is currently in default of its loan agreement with
Newtek Small Business Finance LLC and it has experienced inadequate
cash flow to sustain its business operations as a result of ceasing
operations. The sale will provide the best opportunity to realize
top value for the assets.
The Debtor was organized on Sept. 6, 2018, to purchase the assets
of the business assets of TD Home Center pursuant to an Amended
Land Contract dated March 3, 2019, for $5.05 million from TD Home
Center, Inc. and TD Land Co., LLC with a closing date of on March
22, 2019, with a secured loan from Newtek to the Debtor, which, on
information and belief, encumbers substantially all of the Debtor's
assets.
When the Debtor acquired the assets of the business, it sold
lumber, which was a substantial and integral part of its
operations. As a result of deteriorating sales, the Debtor ceased
operations on or about June 24, 2022, and has been actively
soliciting bids and offers from local competitors.
As of the Petition Date, the Debtor had outstanding secured
indebtedness to (a) Newtek on two outstanding loans with the
Debtor,
totaling approximately $4.7 million against which substantially all
of the Debtor's assets serve as collateral, and to the United
States Small Business Administration of approximately $500,000
(COVID-19 EIDL) for which the inventory and FFE (excluding
vehicles) serve as collateral. The Debtor has about $62,000 of
unpaid real estate and personal property taxes for 2021 and 2022
and approximately $80,000 of general unsecured debts.
The Debtor believes it necessary to prepare for a prompt sale of
its assets. It implemented an informal completive bidding process
for the Assets among certain local competitors and other
individuals expressing interests. From those expressing interest,
the Debtor has selected the letter of intent submitted by CCP as
the best offer for its Assets and to serve as "stalking horse"
bidder for the Assets and is in the process of negotiating an Asset
Purchase Agreement with the Stalking Horse Bidder for a purchase
price of $2.5 million for its real estate, inventory, furniture,
fixtures, and equipment, and vehicles.
The Debtor is negotiating an agreement with Newtek for an
acceptable "Short-sale" release amount and to a carve-out of
payment to Keech Law Firm, PA for court approved attorneys' fees up
to $30,000 in the event there are not sufficient funds to pay for
administrative expenses. On information and belief, Newtek is
unperfected as to approximately $109,020 of vehicles listed in its
security agreement, but are not registered or noted on title with
the Arkansas Department of Motor Vehicles, but which titles are in
the possession of Newtek.
To ensure that the Debtor receives maximum value for the Assets,
the Stalking Horse Bidder will be subject to better offers through
the auction process proposed. The Debtor is seeking authority to
grant the Stalking Horse Bidder a break-up fee of up to $50,000.
The other salient terms of the Bidding Procedures are:
a. Bid Deadline: To be set in the Bidding Procedures Order
b. Initial Bid: Provides for a cash purchase price that
exceeds the Purchase Price by at least the sum of the Breakup Fee
and $25,000 (such aggregate amount of the Purchase Price, the
Breakup Fee and such increment
c. Deposit: $75,000
d. Auction: The Auction will be conducted at the offices of
Keech Law Firm P.A., 2011 South Broadway Street, Little Rock,
Arkansas 72206 at 9:00 a.m. (CT), on the date set forth in the Bid
Procedures Order, or such other place and time as the Debtors may
determine.
e. Bid Increments: $100,000
Within one business day after the closing of the Auction, the
Debtor will file with the Bankruptcy Court and serve upon all
Qualified Bidders and entities that have requested notice
identifying the Successful Bidder.
The Debtor filed the Motion to give advance notice of the date of
the Auction, which it requests be set for Dec. 7, 2022, as well as
the sale hearing, which it requests be set for Dec. 13, 2022, and
to establish bidding procedures for Allowed Bidders that may wish
to bid at the Auction. Further, the Debtor requests that within
seven days of the Bid Deadline, the Court schedule a Sale Hearing.
At the Sale Hearing, it requests entry of the Sale Order, granting
proposed sale free and clear of all encumbrances and waiving the
14-day stay of FRBP 6004.
A copy of the proposed Bidding Procedures Order is available at
https://tinyurl.com/22p7jr6y from PacerMonitor.com free of charge.
About J&C May Properties
J&C May Properties LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Ark. Case No. 22-12804) on
October 11, 2022. In the petition filed by Contessa May, as
member,
the Debtor reported assets and liabilities between $1 million and
$10 million each.
The Debtor is represented by Kevin P. Keech of KEECH LAW FIRM, PA.
JAMES LARRY BAIN: Public Auction of Cullman County Property Granted
-------------------------------------------------------------------
Judge James R. Robinson of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized James Larry Bain's sale of
the real property, to-wit: approximately 5.4 acres with a
single-family residence and barn located in Cullman County,
Alabama, PIN 67594, at public auction, virtually or in-person, with
a reserve of $350,000.
The real property is free and clear, subject to no mortgages or
liens.
The most recent tax assessment values the real property at
$350,600.
The sale is not in the ordinary course of the Debtor's business.
The Court approved the Debtor's use of the sale proceeds to fund
plan.
A hearing on the Motion was held on Nov. 17, 2022, at 9:30 a.m.
James Larry Bain sought Chapter 11 protection (Bankr. N.D. Ala.
Case No. 16-41436) on Sept. 2, 2016. The Debtor tapped Tameria S.
Driskill, Esq., as counsel. On Aug. 30, 2018, the Court appointed
Steve Carver and RE/MAX Guntersville as broker.
JASON GROUP: US$77M Bank Debt Trades at 17% Discount
----------------------------------------------------
Participations in a syndicated loan under which Jason Group Inc is
a borrower were trading in the secondary market around 83.5
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$77 million facility is a payment in kind term loan. The loan
is scheduled to mature on August 28, 2025. The amount is fully
drawn and outstanding.
Jason Group Inc. is an industrial manufacturer serving diverse end
markets. Its products generally fall into two categories: the
industrial segment (industrial brushes, buffing wheels and
compounds) and engineered products (static and suspension seating
for motorcycle, construction, agricultural, lawn and turf-care
equipment). The company is owned by pre-petition creditors
including Credit Suisse Asset Management, Monomoy Capital Partners,
and Angel Island Capital.
JOHN STACY DAVIDSON: FHS LLC Offers $99K for Flowood Property
-------------------------------------------------------------
John Stacy Davidson and Laurie Lofton Davidson ask the U.S.
Bankruptcy Court for the Southern District of Mississippi to
approve the sale of their real property described as +/- 2.4 acres
fronting Luckney Road in Flowood, Rankin County, Mississippi, to
FHS, LLC, for $99,000.
The terms of the proposed sale are not expected to materially
deviate from the terms of previous contract.
The Debtors have a mortgage to Cadence Bank in the approximate
amount of $1,734,885, and a HELOC to Cadence Bank in the
approximate amount of $94,971. Additionally, the Internal Revenue
Service has a secured lien on the property in the approximate
amount of $178,765.
The Debtors expect that after payoff of the specified debts, there
will be no net from the sale of the property, but if there is a
net, same will fall under their homestead exemption. They would
show the Court that they would use the funds from the sale of said
property to pay towards the specific debts owed on the property.
The sale proceeds will be deposited into a DIP account and not
distributed without further order of the Court.
The sale will be free and clear of all liens, and the funds from
the sale be used toward payment of the liens thereon.
A copy of the Contracts is available at
https://tinyurl.com/bddstefa from PacerMonitor.com free of charge.
John Stacy Davidson and Laurie Lofton Davidson sought Chapter 11
protection (Bankr. S.D. Miss. Case No. 22-01352) on July 13, 2022.
The Debtors tapped James McGee, Esq., as counsel.
JOHN V. GALLY: Disposable Income & Reserve Account to Fund Plan
---------------------------------------------------------------
The John V. Gally Family Protective Trust Inc. filed with the U.S.
Bankruptcy Court for the District of Arizona a Plan of
Reorganization dated November 28, 2022.
The Debtor is an Arizona business trust, having converted to a
business trust on Aug. 18, 2022. Since the execution of the
original trust instrument in 1993, the Debtor has been in the
business of real estate holdings and sales, as well as leasing.
The Debtor is the sole member of John V. Gally, LLC, which owns the
commercial building located at 208 W. 1st St., Winslow, AZ 86047.
Under the Plan, Class 2 consists exclusively of Green Cross, which
is the only Unsecured Creditor that timely filed a Proof of Claim
by the Claims Bar Date. Green Cross's claim is based on a state
court judgment that Debtor intends to appeal. As such, the Claim
held by Green Cross shall automatically be deemed a Disputed Claim,
without the need for Debtor to file a written objection.
On or before the 25th day after the end of each three-month period
following the Effective Date, and continuing until the End Date,
the Debtor shall deposit into the Reserve Account an amount (the
"Reserved Payment") equal to the product of the Plan Rate
multiplied by the Plan Value and divided by 4.
Upon the date that any judgment in the Green Cross Lawsuit becomes
a Final Non-Appealable Judgment, all funds deposited into the
Reserve Account shall be immediately paid over to Green Cross, up
to the amount it is entitled to under the Final Non-Appealable
Judgment; any funds held in the Reserve Account in excess of that
amount shall be released to Debtor. If the funds in the Reserve
Account are insufficient to pay the Final Non-Appealable Judgment
in full, then:
* If the total amount of the Final Non-Appealable Judgment
equals or exceeds the amount of the GC Pending Judgment, Debtor
shall transfer all of its assets to Green Cross, effective no later
than 30 days after the judgment in favor of Green Cross has become
a Final Non-Appealable Judgment. Notwithstanding the foregoing,
Debtor may withhold from the transfer to Green Cross and pay to the
appropriate taxing authorities any amount necessary to discharge
Debtor's tax liability incurred through the date of the transfer or
which will be incurred as a result of the transfer; or
* If the amount of the Final Non-Appealable Judgment is less
than the GC Pending Judgment, Debtor shall continue to make the
quarterly Reserve Payments directly to Green Cross until the End
Date. If the Final Non-Appealable Judgment has not been satisfied
at least 30 days prior to the End Date, then the Plan Injunction
will terminate, and Green Cross will be authorized to pursue all
lawful remedies for collection of the remaining balance of the
Final Non-Appealable Judgment, and may exercise any of the default
remedies provided for this Plan. The Debtor may pay any portion of
the Final Non-Appealable Judgment at any time without any
pre-payment penalty.
Class 3 consists of Allowed Interests. This Class shall consist of
the holders of all Interests in the Debtor, who shall retain such
Interests.
The Plan shall be funded by the following sources: (1) Debtor's
cash on hand as of the Effective Date; (2) Debtor's Projected
Disposable Income; (3) funds deposited into the Reserve Account;
and (4) the net proceeds from any sale, lease, or other position of
the Debtor's assets on or after the Effective Date.
A full-text copy of the Plan of Reorganization dated November 28,
2022, is available at https://bit.ly/3H80IaH from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Bradley D. Pack, Esq.
Engelman Berger, PC
2800 North Central Avenue, Suite 1200
Phoenix, AZ 85004
Telephone: (602) 271-9090
Facsimile: (602) 222-4999
Email: bdp@eblawyers.com
About The John V. Gally Family Protective Trust
The John V. Gally Family Protective Trust Inc., a domestic business
trust in Ariz., filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 22-05770) on Aug. 30, 2022. In the petition signed by
Caryn K. Mangisi, trustee, the Debtor disclosed between $1 million
and $10 million in both assets and liabilities.
James E. Cross of the Cross Law Firm, PLC was appointed as
Subchapter V trustee.
The Debtor tapped Bradley David Pack, Esq., at Engelman Berger, PC,
as counsel; Stephens & Company, PLLC as accountant; Resolute
Commercial Services, LLC as valuation expert; and Hunter, Humphrey
& Yavitz, PLC as litigation and appellate counsel.
JOYCARE THERAPY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Joycare Therapy, LLC
6440 Sands Point Dr
Houston, TX 77074-3722
Case No.: 22-33581
Business Description: The Debtor is a child health care centre in
Houston, Texas.
Chapter 11 Petition Date: December 2, 2022
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Eduardo V. Rodriguez
Debtor's Counsel: Reese W. Baker, Esq.
BAKER & ASSOCIATES
950 Echo Ln Ste 300
Houston, TX 77024-2824
Email: courtdocs@bakerassociates.net
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Huan Le as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OQ6EMJI/Joycare_Therapy_LLC__txsbke-22-33581__0001.0.pdf?mcid=tGE4TAMA
JVNLDG LLC: Seeks to Hire Hemmings & Snell as Bankruptcy Counsel
----------------------------------------------------------------
JVNLDG, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to hire Hemmings & Snell, LLP to serve
as legal counsel in its Chapter 11 case.
Hemmings & Snell will charge $400 per hour for its services. The
firm received a retainer in the amount of $2,500.
Francis Hemmings, Esq., a principal at Hemmings & Snell, 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:
Francis E. Hemmings, Esq.
Hemmings & Snell, LLP
30 Wall Street, 8th Floor
New York, NY 10005
Phone: (212) 747-9560
Email: general@hemmingssnell.com
About JVNLDG LLC
JVNLDG, LLC sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41899) on Aug. 4,
2022, with up to $500,000 in assets and up to $50,000 in
liabilities. Judge Nancy Hershey Lord presides over the case.
Francis E. Hemmings, Esq., at Hemmings & Snell, LLP serves as the
Debtor's counsel.
KNIGHT HEALTH HOLDINGS: US$450M Bank Debt Trades at 37% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Knight Health
Holdings LLC is a borrower were trading in the secondary market
around 63.5 cents-on-the-dollar during the week ended Friday,
December 2, 2022, according to Bloomberg's Evaluated Pricing
service data.
The US$450 million facility is a term loan. The loan is scheduled
to mature on December 23, 2028. The amount is fully drawn and
outstanding.
Knight Energy Holdings, LLC operates as a holding company. The
Company, through its subsidiaries, provides packages, drilling
jars, inspection, hardbanding, and safety training services to the
oil and gas industry.
KS WORLD: Unsecured Creditors Will Get 50% of Claims in 60 Months
-----------------------------------------------------------------
KS World, Inc. filed with the U.S. Bankruptcy Court for the Central
District of California a Plan of Reorganization for Small Business
dated November 28, 2022.
The Debtor operates a casual Japanese restaurant serving yakitori,
sushi, udon & ramen in Los Angeles, and continues those operations
post-petition.
The Debtor filed a Notice of Removal of one of the wage and hour
cases, Hall et al. v. KS World, Inc. et al, Adversary Case No.
2:22-ap-01204-WB ("Hall Adversary"). The removal was necessary to
ensure that the state court litigation did not continue when none
of the Hall Adversary plaintiffs hold allowable claims in this case
(due to the fact that their claims were scheduled as disputed and
they failed to file proofs of claim in this case). The Debtor
anticipates the dismissal of the removed action.
The Debtor will be borrowing $50,000 from Amagi Management, Inc. on
the Effective Date to cover administrative claims and provide a
cushion for the Debtor’s future operations. This loan will be
repaid over 60 months at 3.75% interest, resulting in monthly
payments of $915.20. Amagi Management, Inc. provides administrative
services to the Debtor pursuant to their pre-petition executory
contract. The executory contract is being assumed. Amagi holds a
pre-petition claim, which is being paid as part of Class 3 general
unsecured claims. In addition, Amagi is owed $17,876.23 for
post-petition services, which it has agreed can be repaid under the
plan at $300 per month for 59 months, with final payment of $176.23
at month 60.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $33,980. The final Plan
payment is expected to be paid on the Effective Date, which is
projected to be 5 years from the Effective Date of the Plan.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 50 cents on the dollar. This Plan also provides
for the payment of administrative and priority tax claims.
Class 3 consists of all non-priority unsecured claims. Total
estimated amount of allowed Class 3 general unsecured claims is
$91,501.92. Class 3 claims are impaired, and will be paid their pro
rata share of $762.52 each month for 60 months, commencing on the
Effective Date, resulting in a payout of 50% of their claims.
Class 4 equity security holders will not receive any distributions
under the Plan. Equity security holders will retain their ownership
interests in the Debtor.
The Plan will be funded from funds on hand with the Debtor on the
Effective Date. The Debtor estimates that it will have $60,000 in
cash on hand, including funds borrowed from Amagi.
A full-text copy of the Plan of Reorganization dated November 28,
2022, is available at https://bit.ly/3Uqt5Eb from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Leslie A. Cohen, Esq.
J'aime K. Williams Esq.
Leslie Cohen Law, PC
506 Santa Monica Blvd., Suite 200
Santa Monica, CA 90401
Tel.: (310) 394-5900
Fax: (310) 394-9280
Email: leslie@lesliecohenlaw.com
jaime@lesliecohenlaw.com
About KS World
KS World Inc. operates a casual Japanese restaurant serving
yakitori, sushi, udon & ramen in Los Angeles. The Debtor filed a
Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No.
22-14751) on Aug. 30, 2022, with up to $1 million in both assets
and liabilities. Judge Julia W. Brand oversees the case.
The Debtor is represented by Leslie Cohen Law, PC.
KUBERLAXMI LLC: Seeks Cash Collateral Access
--------------------------------------------
Kuberlaxmi LLC asks the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, for authority to use cash
collateral from November 26, 2022 through and until January 6,
2023, and final authorization to use cash collateral from November
26, 2022 through and until February 28, 2023, without prejudice to
subsequent extensions.
Kuberlaxmi requires access to its cash collateral in order to
continue work and maintain operations of its hotel located at 1101
Country Club Dr. in Kirksville, Missouri.
Celtic Bank appears to be the relevant pre-petition lienholder with
respect to cash collateral based upon a deed of trust/mortgage
lien.
Celtic Bank will be adequately protected in the use of cash
collateral by the Debtor by the granting of replacement liens
against the property of the estate coextensive with the
pre-petition lanes of Celtic Bank and with the super priority under
Code section 361(2) as set forth in the proposed Interim Order.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3EX0Qas from PacerMonitor.com.
The Debtor projects $22,571 in total expenses for one month.
About Kuberlaxmi LLC
Kuberlaxmi LLC owns and operates a 60-room hotel located at 1101
Country Club Dr. in Kirksville, Missouri and is engaging in the
business of hospitality and related services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-51323) on November
26, 2022.
In the petition signed by Jatin Bhakta, manager, the Debtor
disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Judge Michael M. Parker oversees the case.
Jeff Carruth, Esq., at Weycer, Kaplan, Pulaski and Zuber, P.C., is
the Debtor's counsel.
LACHAETINERIA LLC: Case Summary & One Unsecured Creditor
--------------------------------------------------------
Debtor: Lachaetineria, LLC
2756 Calloway Court
Duluth, GA 30097
Case No.: 22-59772
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: December 2, 2022
Court: United States Bankruptcy Court
Northern District of Georgia
Debtor's Counsel: Leslie Pineyro, Esq.
JONES & WALDEN, LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
Email: info@joneswalden.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by LaShonda Rawls as manager.
The Debtor listed Gwinnett Co. Tax Commissioner as its sole
unsecured creditor holding a claim of $37,435.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KYHOG7Y/Lachaetineria_LLC__ganbke-22-59772__0001.0.pdf?mcid=tGE4TAMA
LATHAN EQUIPMENT: Wins Cash Collateral Access Thru Feb 2023
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Lathan Equipment Co., LLC to use cash collateral in the
ordinary course of business in accordance with the budget, with a
10% variance through February 28, 2023.
The Debtor is directed to deposit cash collateral immediately on
the Debtor's receipt into one or more accounts that will be
established and maintained at an insured and acceptably bonded
financial institution of the Debtor's choice.
Channel Partners Capital LLC asserts a valid and properly perfected
security interest in inter alia the Debtor's accounts receivable.
As adequate protection for use of the cash collateral, Channel
Partners will continue to receive a perfected continuing and
rollover security interest (deemed perfected as of the filing date)
in and to all of its collateral, to the extent the secured
creditor's cash collateral and other collateral, is used and to the
same extent and with the same priority in the Debtor's
post-petition collateral and proceeds thereof that the creditor
held pre-petition, including but not limited to all after acquired
collateral and the proceeds and products thereof, retroactive to
the filing date.
As further adequate protection for use of cash collateral, the
Secured Creditor will receive monthly payments in the amount of
$443, on the 1st day of each month during the Fourth Interim
Period.
Unless otherwise ordered by the Court, the Debtor's authority to
use the pre-petition cash collateral terminates on the earlier of
(i) February 28, 2023; or (ii) the fifth business day following
written notice to the Debtor and its counsel via email that an
Event of Default has occurred.
These events constitute an "Event of Default:"
(a) Failure to timely provide the financial information and
reports required by the Bankruptcy Code;
(b) Failure to comply with the budget; and
(c) The conversion or dismissal of the Debtor's Chapter 11
case, or application or motion by or against the Debtor for such
conversion or dismissal, unless Channel Partners consents to the
dismissal or conversion.
A further hearing on the matter is scheduled for February 28 at
10:30 a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3ivTses from PacerMonitor.com.
The budget provides for total expenses, on a monthly basis, as
follows:
$82,973 for December 2022;
$79,833 for January 2023; and
$82,973 for February 2023.
About Lathan Equipment Co., LLC
Lathan Equipment Co., LLC provides tree services, roll-off services
and equipment sales.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 22-10186) on March 4,
2022. In the petition signed by Andrew J. Lathan, sole
member/president, the Debtor disclosed $1,240,890 in assets and
$675,575 in liabilities.
Judge Carl L. Bucki oversees the case.
David H. Ealy, Esq., at Cristo Law Group LLC is the Debtor's
counsel.
LEXARIA BIOSCIENCE: Incurs $7.4M Net Loss for Year Ended Aug. 31
----------------------------------------------------------------
Lexaria Bioscience Corp. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss and
comprehensive loss of $7.38 million on $255,397 of revenue for the
year ended Aug. 31, 2022, compared to a net loss and comprehensive
loss of $4.19 million on $722,738 of revenue for the year ended
Aug. 31, 2021.
As of Aug. 31, 2022, the Company had $7.83 million in total assets,
$201,437 in total liabilities, and $7.63 million in total
stockholders' equity.
As of Aug. 31, 2022, the Company had cash and cash equivalents of
approximately $5.8 million and carries no significant debt other
than amounts payable in the short term. The Company believes this
will sufficiently enable the Company to fund its operating and R&D
expenses and any capital expenditure requirements through one year
from the issuance date of the audited consolidated financial
statements.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1348362/000164033422002512/lxrp_10k.htm
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a biotechnology company developing the enhancement of the
bioavailability of a broad range of fat-soluble active molecules
and active pharmaceutical ingredients using its patented
DehydraTECHTM drug delivery technology. DehydraTECH combines
lipophilic molecules or APIs with specific long-chain fatty acids
and carrier compounds that improve the way they enter the
bloodstream, increasing their effectiveness and allowing for lower
overall dosing while promoting healthier oral ingestion methods.
Lexaria Bioscience reported a net loss and comprehensive loss of
$4.08 million for the year ended Aug. 31, 2020, and a net loss and
comprehensive loss of $4.16 million for the year ended Aug. 31,
2019.
LEXARIA BIOSCIENCE: MaloneBailey Replaces Davidson & Co. as Auditor
-------------------------------------------------------------------
Davidson & Company LLP advised Lexaria Bioscience Corp. that it
would not stand for re-election as the Company's Certifying
Accountant after completing its audit of the Company's year end
financial statements, according to a Form 8-K filed with the
Securities and Exchange Commission.
Davidson & Co.'s reports on the Company's financial statements for
the fiscal years ended Aug. 31, 2022 and 2021 did not contain any
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended Aug. 31, 2022 and 2021 and through
November 25, 2022, there was no "disagreement" (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K) with Davidson & Co. on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Davidson & Co., would have caused
Davidson & Co. to make reference to the subject matter of such
disagreements in connection with its reports on the financial
statements for such years.
During the fiscal years ended Aug. 31, 2022 and 2021 and through to
Nov. 25, 2022, there was no "reportable event".
New Independent Registered Public Accounting Firm
In accordance with the advice by Davidson & Co. that it was not
seeking re-election, the Audit and Finance Committee of the Board
of Directors of the Company conducted a competitive selection
process to determine the replacement of Davidson & Co. for the
fiscal year ending Aug. 31, 2023. As a result of this process the
Committee, after having reviewed and evaluated several independent
registered accounting firms, approved the recommendation for the
appointment of MaloneBailey LLP. The Board of Directors accepted
this recommendation and approved the appointment of MaloneBailey
effective as of Nov. 25, 2022.
During the two most recent fiscal years and in the subsequent
interim periods through to Nov. 25, 2022, the Company has not
consulted with MaloneBailey with respect to the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that would have rendered
on the Company's consolidated financial statements, or any other
matters set forth in Item 304(a)(1)(iv) or (v) of Regulation S-K.
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a biotechnology company developing the enhancement of the
bioavailability of a broad range of fat-soluble active molecules
and active pharmaceutical ingredients using its patented
DehydraTECHTM drug delivery technology. DehydraTECH combines
lipophilic molecules or APIs with specific long-chain fatty acids
and carrier compounds that improve the way they enter the
bloodstream, increasing their effectiveness and allowing for lower
overall dosing while promoting healthier oral ingestion methods.
Lexaria reported a net loss and comprehensive loss of $7.38 million
for the year ended Aug. 31, 2022, a net loss and comprehensive loss
of $4.19 million for the year ended Aug. 31, 2021, a net loss and
comprehensive loss of $4.08 million for the year ended Aug. 31,
2020, and a net loss and comprehensive loss of $4.16 million for
the year ended Aug. 31, 2019. As of Aug. 31,2 022, the Company had
$7.83 million in total assets, $201,437 in total liabilities, and
$7.63 million in total stockholders' equity.
LHOTSE CIS LLC: Wayside Buying Houston Property for $5.5 Million
----------------------------------------------------------------
Lhotse CIS, LLC, seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to sell the following to Wayside
Investment Group for $5.5 million, subject to overbid:
a. the Country Inn & Suites located at 15555B John F Kennedy
Blvd, Houston, Texas 77032 ("Property"); and
b. the related Comfort Suites located in Houston, Texas
located at 15555 John F Kennedy Blvd, Houston, Texas 77032.
Objections, if any, must be filed within 21 days of the date the
Motion was served.
The Debtor owns and operates the Property. It seeks to sell the
Property and the related Comfort Suites for $5.5 million, in
accordance with the terms of the Letter of Intent to Purchase. The
Debtor has filed an application to employ the services of NewGen
Advisory CA, Inc., the real estate broker who negotiated the Letter
of Intent to Purchase. The terms and conditions set forth in the
Letter of Intent to Purchase are subject to higher and better bids
via the bidding process.
The sale will be free and clear of all liens, claims and
encumbrances, and such liens, claims and encumbrances will attach
to the sale proceeds. The sale proceeds will be held by the title
company pending an order of distribution approved by the Court.
Guaranty Bank & Trust, NA claims a lien on the Property. The
Property is also encumbered with liens to the taxing authorities
for ad valorem taxes for the 2021 and 2022 tax years.
The reasonable and necessary closing costs associated with the sale
will be paid at the time of closing along with the real estate
broker's commission.
The Debtor requests that the 14-day period following the entry of
an Order allowing the sale be waived.
A copy of the Letter of Intent is available at
https://tinyurl.com/5n85899m from PacerMonitor.com free of charge.
The Purchaser:
WAYSIDE INVESTMENT GROUP
8866 Gulf Fwy Suites 250-B
Houston, TX 77017
Attn: Miraj Patel
About Lhotse CIS
Lhotse CIS LLC operates a Country Inn & Suites located in Houston,
Texas. The Debtor filed a petition for relief under Subchapter V
of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
22-bk-32937) on Oct. 3, 2022. In the petition filed by Jack
Kaphle, as manager, the Debtor reported assets and liabilities
between $1 million and $10 million.
Chris Quinn has been appointed as Subchapter V trustee.
The Debtor is represented by Joyce Williams Lindauer of Joyce W.
Lindauer Attorney, PLLC.
LIGADO NETWORKS: US$118M Bank Debt Trades at 61% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Ligado Networks LLC
is a borrower were trading in the secondary market around 38.8
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$118 million facility is a term loan. The loan is scheduled
to mature on May 27, 2023. The amount is fully drawn and
outstanding.
Ligado Networks LLC operates as a special purpose entity. The
Company provides mobile satellite coverage, as well as develops
innovative solutions that will accelerate 5G and IoT network
deployments. Ligado Networks serves customers in the United
States.
LIGCEDB LLC: JJ Capital Buys Los Angeles Property for $1.06-Mil.
----------------------------------------------------------------
LIGCEDB LLC asks the U.S. Bankruptcy Court for the Central District
of California to confirm its sale of a parcel of real property
commonly known as 4351 Victoria Park Place, in Los Angeles, CA
90019, to JJ Capital Partners LLC for $1.06 million, subject to
overbid.
A hearing on the Motion was set for Nov. 30, 2022, at 1:30 p.m.
On March 7, 2022, the Debtor entered into a Commercial and
Residential Listing Agreement with Realty Executives United through
its agent Sandra Hernandez. The Debtor has received an offer from
Buyer to purchase the estate's interest in the Property, which is
memorialized in the Escrow Instructions. It accepted the offer
subject to Court approval.
The proposed sale of the Property is on an "as is" and "where is"
basis, without any warranty or recourse, subject only to Court
approval. The Buyer's purchase of the Property is not subject to
any contingencies other than entry of an order approving the sale
and the closing of the sale. The purchase price for the Property
is $1.06 million.
The Debtor intends to sell the Property to the Buyer free and clear
of all liens and claims, with those liens removed from the Property
and the allowed amounts of certain liens in favor of the Martinez
Family Living Trust, Los Angeles County Tax Assessor,
to be paid through escrow as follows:
1. The Debtor proposes to pay through escrow, the allowable
amount of the liens due to Martinez, which is estimated to be
$386,965.49 plus applicable additional interest per contract;
2. The Debtor proposes to pay, through escrow, all customary
costs of sale;
3. The Debtor proposed to pay, through escrow, commissions
totaling 5% of the sale price;
4. The Debtor proposes to pay, through escrow, any amount
owing to the LA County, estimated to be $45,131.31; and
5. The Debtor will receive the net proceeds of approximately
$557,262.86.
The Debtor requests that the Court approves the sale without
overbid procedures. The proceeds from the proposed sale are
sufficient to pay all creditors in full. Other than the secured
claims, the Debtor has only one disputed unsecured claim in the
amount of $413,564.15. After the close of escrow, it intends to
file an objection to the claim. Even if the Debtor fails to have
its objection sustained, the proceeds from the sale are sufficient
to pay the claim in full. The Debtor has only one other potential
unsecured claim held by decedent Timothy Cullen. Notice of the
claims bar date has been served on the estate of Timothy Cullen and
no claim has been filed. Therefore, any higher bids would not
result in any additional benefit to the estate.
The Debtor also seeks an order from the Court authorizing escrow to
pay a commission to the Broker in the amount of 5% of the sales
price. It anticipates filing a separate motion to employ the
broker.
The Debtor asks the Court to waive the 14-day stay of Bankruptcy
Rule 6004(h) to permit the Purchaser to proceed with the close of
escrow on the sale as soon as possible.
About LIGCEDB LLC
LIGCEDB LLC, doing business as Loveleeds, is the fee simple owner
of a real property located at 4351 Victoria Park Place, Los
Angeles, CA valued at $1.2 million.
The Debtor estimated total assets at $1.2 million and $408,871 in
debt.
The Debtor tapped Thomas B. Ure, Esq., at Ure Law Firm as counsel.
The petition was signed by Rosalinda Barba, managing member.
LIGHTNING TECHNOLOGIES: Judge Abstains From Hearing Adversary Case
------------------------------------------------------------------
In the adversary case styled PALLTRONICS, INC., Plaintiff, v.
PALIoT SOLUTIONS, INC., etc., Defendant, Adv. Pro. No. 22-4114,
(Bankr. E.D. Mich.), Bankruptcy Judge Thomas J. Tucker for the
Eastern District of Michigan grants the motion to dismiss filed by
the Defendant PALIoT Solutions, Inc. and dismisses all of
Palltronics, Inc.'s claims on the ground of abstention.
On May 13, 2021, on a motion by the Chapter 7 Trustee, the Court
entered the Sale Order, authorizing and approving the sale of
substantially all of Lightning Technologies, Inc.'s "Assets" to
Palltronics. The Order provided that the sale of the Debtor's
"Assets" is governed by (1) the terms of an amended asset purchase
agreement between the Chapter 7 Trustee and Palltronics, which the
Court authorized and approved in the Sale Order, and (2) the terms
of Sale Order.
PALIoT also bid on the Debtor's Assets and had entered into a
back-up asset purchase agreement with the Chapter 7 Trustee, which
would have become effective in the event (1) Palltronics failed to
close on the Final APA, and (2) PALIoT delivered "the Purchase
Price specified in the Back-Up APA at Closing and completion of all
other deliveries required of the Back-Up Bidder at Closing under
the Back-Up APA."
Ultimately, however, the sale of the Debtor's Assets was
consummated with Palltronics, not PALIoT. On May 26, 2021, the
Trustee closed the sale of the Assets with Palltronics at the sales
price of $5 million.
On Jan. 28, 2022, Palltronics filed a motion requesting that the
Court find PALIoT in civil contempt, for "its knowing and
intentional violation of the Sale Order." Palltronics alleged that
"PaLIoT was founded by a former employee of the Debtor and is
managed and controlled by former employees of the Debtor" and that
"PalloT has been using and controlling the Debtor's LinkedIn Page
-- which was sold by the Trustee to Palltronics under the Sale
Order and is the exclusive property of Palltronics -- for its own
benefit and gain. Palltronics also alleged that after the closing
of the sale, PALIoT through its Co-Founder, Chief Technology
Officer, and Chief Sustainability Officer, Richard MacDonald, used
the Debtor's username and password to access the Debtor's LinkedIn
Page, and changed the page so that it directed customers to
PALIoT's website and MacDonald's phone number. PALIoT denied the
allegations in Palltonics' Contempt Motion. After having reviewed
the supplemental briefs, the Court entered an Order on July 15,
2022 granting Palltronics Inc.'s Motion to Enforce Sale Order and
Finding of Civil Contempt Against PALIoT Solutions, Inc.
On June 23, 2022, Palltronics filed a six-count complaint against
PALIoT. The complaint alleges PALIoT, having been unsuccessful in
its efforts to buy the Debtor's Assets, stole some of the Assets
that were sold to Palltronics under the Final APA and the Sale
Order. Palltronics alleges PALIoT stole the Debtor's Intellectual
Property and the Debtor's confidential information, including
proprietary information and trade secrets, in order "to set up a
directly competing business to Palltronics" and to usurp any
benefit Palltronics received in the bankruptcy process. The
complaint's six counts: Count I ("Declaratory Judgment Regarding
Violation of the Sale Order"); Count II ("Misappropriation of Trade
Secrets (Defend Trade Secret Act)"); Count III ("Misappropriation
(Michigan's Uniform Trade Secret Act)"); Count IV ("Computer Fraud
and Abuse Act"); Count V ("Unfair Competition (Michigan common
law)"); and Count VI ("Intentional Interference with Prospective
Economic Advantage").
PALIoT seeks dismissal of all six counts of the complaint for lack
of subject matter jurisdiction. Alternatively, PALIoT requests that
the Court "abstain from hearing this dispute pursuant to 28 U.S.C.
Section 1334(c)," if the Court finds that it has subject matter
jurisdiction over any of the counts in the complaint.
The Court notes that in deciding the Contempt Motion in the main
bankruptcy case, the Court entered orders (1) determining that it
had subject matter jurisdiction to enforce the Sale Order, (2)
holding that PALIoT violated the Sale Order by taking the actions
it took with regard to the Debtor's LinkedIn Page; and (3) awarding
Palltronics some of the monetary and injunctive relief it sought
based on PALIoT's actions regarding the Debtor's LinkedIn Page.
The Court further notes that in this adversary proceeding,
Palltronics is indirectly seeking to enforce the Sale Order. In
this indirect sense, the Court finds that granting any relief to
Palltronics in this adversary proceeding necessarily would be
enforcing the Sale Order. The Court determines that Palltronics's
ownership of the LinkedIn page, or the protected computers at
issue, or the other assets at issue, would not exist but for the
Lightning Technologies bankruptcy case, and through the Court's
Sale Order and the related Final APA. Accordingly, the Court
concludes that it has subject matter jurisdiction over all of the
counts in Palltronics' complaint.
Even though the Court concludes that it has "arising in"
jurisdiction, the Court has discretion to abstain from hearing this
claim "in the interests of justice." The Court decides to abstain,
among other reasons, because:
(a) This adversary proceeding is between two non-debtor
parties.
(b) If this Court abstains in this adversary proceeding, there
will be no effect on the administration of the bankruptcy estate in
the Lightning Technologies bankruptcy case.
(c) The issues involved in this adversary proceeding are remote
from the main bankruptcy case. And one of the purposes and desired
results of the Chapter 7 Trustee selling assets of the bankruptcy
estate is to liquidate those assets and thereby remove them from
further involvement in the bankruptcy case.
(d) Admittedly, the Court has determined that it has subject
matter jurisdiction over all six counts in Palltronics's complaint.
But if this Court were to retain and decide those counts, and an
appellate court later disagreed with this Court's jurisdictional
theory, and held that this Court lacked subject matter
jurisdiction. . . all of this Court's work on the merits of the
claims, and the time and effort it took for the parties to obtain
this Court's decision on the merits, could turn out to have been
wasted. The parties would have to start over in litigating the
claims in those counts. If this Court abstains, the possibility of
this type of enormous waste occurring is removed.
(e) The bankruptcy court does not have any particular expertise
in the specialized areas of law involved in this case, compared
with the federal and state nonbankruptcy courts where such areas of
law are more routinely applied.
(f) The issues in this case appear to involve extensive factual
and legal disputes about whether and to what extent Palltronics's
purported trade secrets and intellectual property at issue are
protected as such under applicable nonbankruptcy law, and what
damages and injunctive relief should be awarded for any violations
of Palltronics's rights. These are not bankruptcy-related issues.
(g) Palltronics is plainly incorrect when it argues that
abstention by this Court would mean allowing the theft of assets
from a bankruptcy sale to go unchecked and call into question the
validity and enforceability of future sales under section 363 of
the Bankruptcy Code.64 Abstention merely will mean that Palltronics
must bring its claims and seek to enforce its rights in a different
court -- i.e., a state court or a federal nonbankruptcy court,
rather than in this bankruptcy court.
A full-text copy of the Opinion dated Nov. 21, 2022, is available
at https://tinyurl.com/2732w2u3 from Leagle.com.
About Lightning Technologies Inc.
Lightning Technologies, Inc. operated a business that had "spent
tens of millions of dollars" and more than five years researching
and developing a revolutionary multi-component, extended-use
shipping pallet, which had sections "made of an engineered wood
core structure [held together with proprietary adhesive, rather
than fasteners and] coated with a proprietary polymer [called
Exobond] to give it strength and rigidity." Embedded in the pallets
was a proprietary tracking device that uses a snorkel device which
allows the tracker to be sprayed after its insertion into the
pallet, and that "could monitor the physical location of the
pallet, the temperature and humidity, and shock or vibration."
Lightning Technologies also developed a business plan which
included sources for the necessary materials for the pallets; sets
of customers who would use the pallets; and methods "to track the
movement of the pallets through the supply chain and earn an
accumulation of carbon credits."
On Feb. 5, 2021, an involuntary bankruptcy petition under Chapter 7
was filed against Lightning Technologies by three petitioning
creditors (Bankr. E.D. Mich. Case No. 21-41019). On Feb. 8, 2021,
the Debtor stipulated to the entry of an order for relief under
Chapter 7, the Court entered such an order, and a trustee was
appointed.
LIQUIGUARD TECHNOLOGIES: Unsecureds Will Get 23.82% Over 5 Years
----------------------------------------------------------------
Liquiguard Technologies, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Florida a First Amended Plan of
Reorganization under Sub Chapter V dated November 28, 2022.
The Debtor is an innovator of new and unique coatings for the
protection, preservation and enhancement of all types of materials
used for consumer, commercial and industrial applications.
The main reason for Debtor's filing Chapter 11 was the prosecution
of a suit for money's loaned to, and invested in, the Debtor by
George Gardner who passed away in 2019. In October 2020, Mary
Adams, the personal representative of the Estate of George Gardner
(the "Estate"), filed suit in the Broward County Circuit Court
(Case No. CACE20-018120) against the Debtor and averred that the
decedent, George Gardner had been induced by the fraudulent
behavior of the Debtor and its president, Abbas Sadriwalla to loan
to the Debtor the principal amount of $1,785,000.00 between May
2012 and August 2018 in multiple transactions; and to invest at
total of $995,000.00 in the Debtor between March 2011 and June
2017.
In the state litigation case brought by the Estate, a Motion for
Summary Judgment which was scheduled for a hearing. Additionally,
the Defendants were noticed for depositions. The Debtor/Defendant
and other defendants had been attempting to engage in negotiations
for a settlement with the Estate, but had been unsuccessful.
Therefore, it is the purpose of this Chapter 11 to propose a
feasible plan that will repay the loans owed to the Estate; the
debts owed to other unsecured creditors (Class 2); and provide for
payment for the Debtor's purchase of the Estate’s 40% ownership
interest in the Debtor (Class 3), consistent with the future cash
flow that is available to fund the Plan. Additionally, the Plan
provides for the payment of taxes owed to the Internal Revenue
Service ("IRS") (Priority Claim) and loan made by the U.S. Small
Business Administration ("SBA") to the Debtor during the COVID-19
shutdown (Class 1).
Class 1 consists of the Secured loan of SBA. The SBA has filed a
proof of claim for $162,097.60 (POC-3) for a loan entered into on
May 19, 2020 in the face amount of $150,000.00 at 3.75% for 360
months. Treatment of the secured claim is consistent with the SBA
Note mandating that the loan be repaid at the rate of $731.00 per
month for 360 months. Because the value of SBA's secured interest
in Debtor's assets is only $42,622.00, Debtor will repay that
amount at the rate of $731.00 per month for 58 months or until the
secured claim is paid in full (Class 1). The Debtor has been making
adequate protection payments of $200.00. This class is impaired.
Class 2 consists of General Unsecured Claims. The largest class,
both in number of claims and total dollar mount, is the unsecured
class, which totals $3,233,160.75 (Class 2). Of the twenty-three
claims, the claim of the Estate for $2,886,157.02 (POC-9-2) is the
largest and comprises approximately 89% of the entire class. The
Debtor proposes to pay $750,000.00 to the unsecured class or 23.82%
of the claims over five years in 20 quarterly. The Gardner Estate
holds an 89.26% share of the total class claims, and will receive
$669,450.00 in 20 quarterly payments over five years. This class is
impaired.
The aggregate amounts of claims included in Class 2 is
$3,233,160.75. Based upon the total distribution of $750,000.00
over 20 quarters, the allowed unsecured claimants will receive a
distribution of 23.82%.
Class 3 consists of the Estate of George Gardner (40% stock
ownership of Debtor). Between 2012 and 2018, Gardner made multiple
investments in the Debtor totaling $995,00.00 and in return, was
issued Liquiguard stock. In lieu of calculating the value of the
stock through the use of the procedure set forth in the Agreement,
the Debtor proposes to buy back the Gardner stock for the sum of
$250,000.00.
The mechanics for the Debtor to buy-back the 40% interest in the
Debtor held by the Gardner Estate includes the quarterly
proportional return of stock to the Debtor as monthly payments are
made:
* The Gardner Estate ("Estate") holds 400 shares of stock;
* The total consideration for the buy-back is $250,000.00 or
$625.00 per share;
* The Estate will exchange its stock certificates totaling 400
shares for the following, which the Estate will hold during the
plan payment period: Four stock certificates for 19 shares each
with a value of $11,875.00 for each certificate, for a total value
of $47,500.00; and Eight stock certificates for 40.5 shares each
with a value of $25,312.50 for each certificate, for a total value
of $202,500.00.
* As Debtor, through monthly payments, pays back to the Estate
the agreed value of each share of stock, the Estate will release
stock certificates back to the Debtor on a quarterly basis equal to
the total sum paid for the preceding quarter.
The gross revenue and income stream generated by sales to Debtor's
current customers are trending upward by at least40%. Additionally,
Debtor has four new customers (Galvacote; LensRenu – auto;
LensRenu – solar; and Engineered Protective Coatings, LLC). The
Debtor projects these new customers will generate an additional
$3.4 million in sales resulting in gross sales of $6,756,470.00 in
Year Five of the Plan.
A full-text copy of the First Amended Plan dated November 28, 2022,
is available at https://bit.ly/3FpN9SU from PacerMonitor.com at no
charge.
Attorney for Debtor:
Chad Van Horn, Esq.
Van Horn Law Group, PA
330 North Andrews Avenue, Suite 450
Fort Lauderdale, FL 33301-1012
Telephone: (954) 637-0000
Email: chad@cvhlawgroup.com
About Liquiguard Technologies
Liquiguard Technologies Inc. -- https://www.liquiguard.com/ --
provides specialty protective coatings to help protect, preserve
and enhance the appearance and useful life of all types of everyday
materials.
Liquiguard Technologies previously sought Chapter 11 protection
(Bankr. S.D. Fla. Case No. 18-19449) on Aug. 2, 2018. Liquiguard
Technologies again filed a petition for relief under Subchapter V
of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case
No. 22-15388) on July 14, 2022. In the petition filed by Abbas A.
Sadriwalla, as president, the Debtor estimated assets up to $50,000
and liabilities between $100,000 and $500,000.
Judge Peter D. Russin oversees the case.
Aleida Martinez-Molina has been appointed as Subchapter V trustee.
Chad T. Van Horn, Esq., at Van Horn Law Group, P.A., is the
Debtor's counsel.
LONESOME VALLEY: Disposable Income to Fund Plan
-----------------------------------------------
Lonesome Valley Brewing, Inc., filed with the U.S. Bankruptcy Court
for the District of Arizona a Plan of Reorganization under
Subchapter V dated November 28, 2022.
The Debtor operates two pub-style restaurants in the Prescott area.
Brian and Joanne Cole opened the Brewery in Prescott Valley on
October 31, 2013.
The Debtor filed for reorganization under Chapter 11, Subchapter V
of the Bankruptcy Code on August 29, 2022. The Debtor has taken
advantage of the reorganization to restructure its Pub location.
Prior to the Petition Date, the Debtor's maintained aggregate
financials for its overall operations, with little separation
between its two locations. Since the Petition Date, the Debtor has
focused on separating its financials.
This process has allowed the Debtor to examine the profitability of
the two locations. While the Brewery has demonstrated a trend of
profitability, much of the excess revenue has gone to support the
Pub's operations. To bring the Pub back to profitability, the
Debtor has made much needed adjustments to staffing and operations
at the Pub.
The Debtor continues to make adjustments to its expenses which will
be reflected in the Debtor's 2023 expenses. These reductions will
allow the Debtor to maintain profitability as it enters the
post-holiday winter season, a historically low season for the
Prescott area. Once it enters into the more profitable summer
season, the Debtor will be in a position to begin repaying its
obligations under the Plan.
Class II consists of all Allowed Unsecured Claims against the
Debtor that are not entitled to classification in any other Class,
currently asserted in a total amount of $942,700.86. The Debtors
will investigate proofs of Claim filed in this Case for
objectionable issues and such objections must be filed in
accordance with this Plan.
The Debtor shall pay holders of Allowed Class II Claims their Pro
Rata share of $12,500. The Debtor shall make the following annual
payments beginning on December 31, 2022 and continuing on the same
day each year thereafter until it has made all payments: (i) 2
annual payments of $500 followed by; (ii) 3 annual payments of
$1,000 followed by; (iii) 1 final payment of $8,500. In addition to
the foregoing, the Debtor will pay any proceeds received from
avoided and recovered transfers that remain after the payments and
credits. No prepayment penalty shall apply to Class II. Class II is
impaired.
Class III consists of all Allowed Equity Interests arising by
virtue of a shareholder's ownership interest in the Debtor. Class
III shall retain their Equity Interests in the Debtor to the same
extent and validity and upon the same terms as their pre-petition
Equity Interest. Class III is unimpaired.
Upon the Effective Date, the Debtor will begin making payments to
Creditors under the Plan. The Debtor has timed the Effective Date
to occur as it enters the high season for the Prescott area. This
will allow the Debtor to accumulate additional funds during the low
season without the additional burden of Plan payments. To the
extent practicable, the Debtor will use funds in its Debtor-in
possession account to pay Administrative Claims on the Effective
Date.
In any event, the Debtor will pay all Administrative Claims in full
through regular payments extending no longer than June 30, 2028.
The Debtor anticipates that AB&J will agree to extended repayment
terms to the extent necessary to ensure continued feasibility.
The Debtor will fund the remaining periodic payments due to
Creditors through its post-confirmation operations. The Debtor will
satisfy its substantial Priority Tax Claims through amortized
monthly payments projected to end by December 31, 2028. Further,
the Debtor will return to the 30-year repayment period for which
the Class I(a) Claim originally called. The Debtor will use its
remaining Disposable Income to fund payment to General Unsecured
Creditors.
A full-text copy of the Plan of Reorganization dated November 28,
2022, is available at https://bit.ly/3XQIsZp from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Thomas H. Allen, Esq.
David B. Nelson, Esq.
Allen Barnes & Jones, PLC
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Tel: (602) 256-6000
Fax: (602) 252-4712
Email: tallen@allenbarneslaw.com
dnelson@allenbarneslaw.com
About Lonesome Valley Brewing
Lonesome Valley Brewing, Inc., operates two bar and restaurant
locations in northern Arizona: a craft brewery in Prescott Valley
and a pub in Prescott.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 22-05747) on Aug. 29,
2022. In the petition signed by Joanne Cole, chief financial
officer, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge Brenda K. Martin oversees the case.
Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC is the Debtor's
counsel.
LOYALTY VENTURES: US$500M Bank Debt Trades at 55% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Loyalty Ventures
Inc is a borrower were trading in the secondary market around 44.8
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$500 million facility is a term loan. The loan is scheduled
to mature on November 3, 2027. About US$472 million of the loan is
withdrawn and outstanding.
Loyalty Ventures Inc. provides tech-enabled, data-driven consumer
loyalty solutions.
MACTAVISH PUBS: Piper's Pub Seeks Chapter 11 Bankruptcy
-------------------------------------------------------
Mike Darnay of CBS News Pittsburgh reports that the famous popular
Pittsburgh British pub and soccer bar, Piper's Pub, has filed for
bankruptcy relief and has created a reorganization plan for its
business.
It listed debts of approximately $3 million and its reorganization
plan is due by the end of March 2023.
The pub opened in 1999 and had been closed since May 2021, but it
has a sister restaurant, The Pub Chip Shop, which opened in 2013 is
open for business and situated next door.
About MacTavish Pubs Inc.
MacTavish Pubs Inc., doing business as Piper's Pub, is a famous
popular Pittsburgh British pub and soccer bar.
MacTavish Pubs Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-22310) on Nov. 21,
2022. In the petition filed by Andrew Topping, as president, the
Debtor listed assets up to $50,000 and estimated liabilities
between $1 million and $10 million.
The Debtor is represented by:
Matthew M. Herron
The Debt Doctors, LLC
P.O. Box 42314
Pittsburgh, PA 15203
MARTINEZ QUALITY: Wins Cash Collateral Access Thru Dec 23
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, Charlotte Division, authorized Martinez Quality Painting
& Drywall, Inc. to use cash collateral on an interim basis in
accordance with the budget, with a 10% variance, through December
23, 2022.
The Court held that the pre-judgment attachment freezing the funds
in the Bank of America account is dissolved and Bank of America
will hold uninterrupted $124,000 in the account ending in 9046 and
remit the remaining excess funds to the Debtor so the Debtor may
use the cash consistent with the terms of the court order.
Pursuant to a previous interim order, Carocon Corporation was
directed to pay $187,076 of the $220,785 it was holding in
retainage from the Madison HWY39 project to the Debtor pursuant to
the payment procedures contained under its contract with the
Debtor. The Interim Order also directed that Carocon may pay the
remaining $33,709 of the retainage it holds from the Madison HWY39
project to certain second tier subcontractors of the Debtor. Those
payments are: (i) $28,360 to Sherwin Williams, (ii) $4,723 to H&E
Equipment, and (iii) $626 to Foundation Building Materials.
After entry of the prior Interim Order, Carocon was informed the
Debtor had already paid the $626 it was holding for Foundation
Building Materials and paid the remaining $626 that it was holding
for Foundation Building Materials on the Madison HWY39 project to
the Debtor.
The Debtor was slated to make an adequate protection payment in the
amount of $4,000 on or before December 15 to the Debtor's counsel
to be held in trust for the benefit of EBF Holdings LLC, and any
other creditor asserting a lien on the Debtor's accounts
receivable. The Debtor's counsel will confirm to EBF's counsel when
said payment has been made. Said funds will be distributed pursuant
to the terms of future orders of the court.
As adequate protection, the Creditors, including, but not limited
to, EBF, are granted a replacement lien or other property interest
under 11 U.S.C. section 361 to the extent said parties' collateral
or property is used by the Debtor and to the extent and with the
same priority in post-petition property, and the proceeds thereof,
that the creditors hold in the pre-petition property.
The Debtor will obtain business interruption insurance in an amount
satisfactory to EBF, will name EBF as loss payee, and will provide
proof of said insurance to EBF upon its reasonable request.
A hearing on the matter is scheduled for December 21 at 9:30 a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3EXnsr5 from PacerMonitor.com.
The budget provides for total expenses, on a weekly basis, as
follows:
$91,341 for Week 18;
$91,341 for Week 19; and
$91,341 for Week 20.
About Martinez Quality Painting & Drywall, Inc.
Martinez Quality Painting & Drywall, Inc. is a drywall and painting
contractor serving the residential commercial customers. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D.N.C. Case No. 22-30357) on August 1, 2022. In the
petition signed by Ricardo Martinez, president, the Debtor
disclosed up to $1 million in assets and up to $10 million in
liabilities.
Judge Craig J. Whitley oversees the case.
John C. Woodman, Esq., at Essex Richards, PA, is the Debtor's
counsel.
MATRIX PARENT: US$160M Bank Debt Trades at 18% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Matrix Parent Inc
is a borrower were trading in the secondary market around 82.4
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$160 million facility is a term loan. The loan is scheduled
to mature on March 1, 2030. The amount is fully drawn and
outstanding.
Matrix Parent, Inc. does business as Mobileum. Matrix operates
across four main businesses ranked as following in descending order
by revenue contribution: Roaming and Network Services; Fraud,
Security and Business Assurance; Testing and Service Assurance; and
Engagement and Experience. Matrix pioneered the development of
mobile roaming steering software used broadly among telecom
operators.
MED PARENTCO LP: US$360M Bank Debt Trades at 25% Discount
---------------------------------------------------------
Participations in a syndicated loan under which MED ParentCo LP is
a borrower were trading in the secondary market around 75.4
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$360 million facility is a term loan. The loan is scheduled
to mature on August 30, 2027. The amount is fully drawn and
outstanding.
MED ParentCo., LP. (MyEyeDr) provides management services to
MyEyeDr. O.D. optometrists and their practices. MyEyeDr practices
offer vision care services, prescription eyeglasses and sunglasses,
and contact lenses. MyEyeDr has been controlled by affiliates of
Goldman Sachs Merchant Banking Division since August 2019.
MENACHEM LAND: Richtop Property Buying 590 Acres of Land for $4.26M
-------------------------------------------------------------------
Menachem Land, LLC, asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of interests in the
vacant real property consisting of approximately 590 acres of land
located in Riverside County and San Bernardino County, California,
to Richtop Property Management Corp., dba R.P.M., for $4,263,000.
The sale of the Subject Property includes the sale of certain other
property owned by MJM Ventures, Inc., formerly debtor and DIP in
pending Chapter 11 Case No. 2:22-bk-l4634-SK, converted to Chapter
7 by Order entered on Oct. 31, 2022 ("MJM Ventures Property"). In
order to proceed with the proposed sale, the sale of the MJM
Ventures Property must be the subject of a separate motion to sell
by the Chapter 7 Trustee, Rosendo Gonzalez, in the MJM Ventures
Bankruptcy case. The proposed sale also includes certain property
owned by a third party, Worldyao Resort. Worldyao Resort is not a
debtor in any pending bankruptcy proceeding.
The terms of the sale include:
a. Combined Purchase Price: $4,263,000
b. Overbid: The Sale is not subject to Overbid.
c. Real Estate Commissions: The Sale is not subject to a
broker's commission or finders fee of any kind payable by the
Seller. The Buyer will pay a broker's commission of 1% of the
Purchase Price.
d. Representations & Warranties: The Sale is without Warranty
of Condition and in an "As Is" condition and the Debtor is not
responsible for any modifications prior to close.
e. Condition of Title at Close: Title to the Subject Property
is be conveyed by Grant Deed free and clear of any liens or
encumbrances except as accepted by the Buyer at close or easements
of record thereon.
The sale of the Subject Property will provide sufficient funds to
pay all secured creditors including those secured by deeds of trust
or other liens of record and including real property taxes, in full
at close.
The Purchase Price will be sufficient to provide funds to the
Estate enough to pay all secured, administrative, priority and
unsecured claims in the case and will form the basis for either a
motion to dismiss the case or, in the alternative, the Debtor's
Plan of Reorganization, which will be filed by Dec. 15, 2022 in
accordance with the representations of the Debtor to the Court at
the Initial Status Conference.
The Debtor requests that the Court waives the 14-day stay as set
forth in Bankruptcy Rules 6004(h).
A hearing on the Motion is set for Dec. 6, 2022, at 11:00 a.m.
A copy of the Purchase Agreement is available at
https://tinyurl.com/rhyar98x from PacerMonitor.com free of charge.
About Menachem Land LLC
Menachem Land LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14634) on Aug. 25,
2022. In the petition filed by Jane Un, as managing member, the
Debtor reported assets and liabilities between $1 million and $10
million each.
Stephen R Wade, of The Law Offices of Stephen R Wade, is the
Debtor's counsel.
MESQUITE GENERATION: Moody's Affirms B1 Rating on Sr. Secured Debt
------------------------------------------------------------------
Moody's Investors Service has affirmed the B1 ratings assigned to
Mesquite Generation Holdings LLC's (formerly Lonestar II Generation
Holdings LLC) senior secured debt after considering the planned
amendment to the terms of its credit agreement. The outlook remains
stable.
The affected debt includes the $310 million guaranteed senior
secured term loan B due 2026, the $37.2 million guaranteed senior
secured term loan C due 2026 and the $20 million guaranteed senior
secured revolving credit facility due 2024. Around $312 million of
debt is currently outstanding.
The amendment contemplates the following revisions to the credit
agreement: a $50 million one-time debt prepayment; an $85 million
distribution to sponsors; introduction of quarterly future
permitted tax distributions (PTDs) contingent on EBITDA generation,
plant availability, achievement of a target debt balance and PTDs
paid on a semi-annual basis; changes to the annual 100% cash flow
sweep to a quarterly excess cash flow sweep which occurs after
PTDs; and the introduction of an initial $235 million target debt
balance covering term loans B and C. Mesquite will also need to
hold a minimum $30 million unrestricted cash balance (excluding the
$20 million revolving credit facility) before PTDs can be made.
Affirmations:
Issuer: Mesquite Generation Holdings LLC
Gtd. Senior Secured Bank Credit Facility, Affirmed B1
Outlook Actions:
Issuer: Mesquite Generation Holdings LLC
Outlook, Remains Stable
RATINGS RATIONALE
The rating action takes positively into account Mesquite Generation
Holdings LLC's (Mesquite) solid financial performance for the last
two years owing in large part to good operating performance and
high market prices during winter storm Uri in February 2021 and
during the summer of 2022. As of September 30, 2022, Lonestar had
$168 million of cash on the balance sheet and $40 million in
deposits.
The affirmation and maintenance of a stable outlook also considers
the $85 million one-time distribution to credit sponsors, the
elimination of the 100% annual excess cash flow sweep and the
introduction of PTDs under the amendment of the credit agreement,
which are credit negative changes. While the special dividend will
be funded from internal cash, it concurs with the sponsor's
ownership of the assets for just 12 months and with limited debt
reduction since the issuance of the term loan.
These proposed revisions are mitigated by the portfolio's
consistent operating and strong financial performance leading to
robust credit metrics, the $50 million debt prepayment and the
introduction of a target debt balance covering both term loans B
and C which should support future deleveraging. Moreover, a
permitted tax distribution can only be paid if EBITDA equals or
exceeds $100 million for a twelve month period, a level which
generally has not occurred over the historical life of the loan.
Nevertheless, future PTDs will be allowed prior to debt prepayments
under the excess cash flow sweep, if the EBITDA condition is
satisfied and debt is less or equal to the quarterly target debt
balance.
Financial metrics are currently above levels expected for the B
rating category with a debt service coverage ratio (DSCR) of 6.5x,
CFO/debt of 34.6% and debt/EBITDA of 2.4x for the last twelve
months period September 30, 2022. Despite the low leverage, net
debt reduction has been limited to $30 million since the issuance
of the term loan in 2019 and upsizing in 2020. Outstanding debt
including Term Loan C was around $312 million at the end of the
third quarter 2022.
Market pricing in Electric Reliability Council of Texas, Inc.
(ERCOT) tends to be quite volatile which will continue to impact
future financial results, and financial performance during 2019 and
2020 had been below expectations with market prices often averaging
around $30-$40/MWh outside of the summer months. Because of the
required $50 million debt repayment and the introduction of a
target debt balance, Moody's expects Mesquite will generate strong
credit metrics for 2022 and 2023. Moreover, Moody's anticipates
that should a substantially weaker price environment surface and
persist, Mesquite should generate credit metrics that align with
the B rating category including CFO/debt of at least of 7.5% on
average and DSCR of at least 1.75x.
The change to a quarterly cash flow sweep from an annual cash flow
sweep under the proposed credit amendment will require prudent
liquidity management given the high seasonality of the portfolio's
cash flows. While credit negative, Moody's gains comfort from the
$30 million minimum cash requirement needed before PTDs can be made
and the fact that the depositary agreement and credit agreement
allow for sufficient baskets to keep cash on the balance sheet in
the range of $50-60 million which will be used to manage working
capital needs. Mesquite will continue to have access to incremental
liquidity through a $20 million RCF.
Other credit considerations include the solid operating track
record of the assets; environmental risks associated with the Twin
Oaks coal plant, an increasing maintenance capital investment
profile, and management's strategy to hedge around 25-50% of
Bastrop's and Twin Oak's gross margin. Moody's understand that
Mesquite's hedging strategy does not require incremental collateral
posting requirements.
RATING OUTLOOK
The stable outlook reflects Moody's expectation that Mesquite will
generate at least a DSCR above 1.75x and CFO/debt above 7.5%
through the cycle until maturity of the debt with stronger credit
metrics in 2022 and 2023 owing to required debt reduction and
near-term market price visibility and executed hedges.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE
Hedging strategy that provides excess cash flow generation leading
to debt reduction that results in adjusted debt/EBITDA below 5.0x,
DSCR above 2.0x, and CFO/debt of at least 15% through the cycle.
FACTORS THAT COULD LEAD TO A DOWNGRADE
DSCR below 1.75x on a sustained basis.
CFO/debt below 7.5% on a sustained basis.
Major operational issues at any of the three assets.
No visibility for debt reduction from excess cash flow
generation.
Actions that place shareholder interests ahead of creditors.
PROFILE
Mesquite owns a portfolio of three generating assets in ERCOT with
a combined capacity of 1,108 megawatts (MW). The portfolio is
managed by Kindle Energy, an experienced operator, and Mesquite is
owned by Armadillo Power LLC, an entity controlled by Atlas
Holdings LLC.
The principal methodology used in these ratings was Power
Generation Projects Methodology published in January 2022.
MIDWEST OVERNITE: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska authorized
Midwest Overnite, Inc. authorized Midwest Overnite Inc. to use cash
collateral on an interim basis and provide adequate protection.
The Debtor also acknowledges that all or substantially all of its
assets, subject to the provisions of the Bankruptcy Code, including
applicable avoidance actions, are subject to the liens and security
interests of a number of entities, including:
a. the US Small Business Administration, which filed a UCC-1
financing statement with the Nebraska Secretary of State at Filing
No. 9721311579-8 filed on November 22, 202;
b. Centris Federal Credit Union, which filed a UCC-1 financing
statement with the Nebraska Secretary of State at Filing No.
9821311820-3 at 5:38 PM CST on November 22, 2021;
c. Samson MCA, LLC, which filed a UCC-1 financing statement
with the Nebraska Secretary of State at Filing No. 9722376217-1 on
September 28, 2022; and
d. First Bank & Trust from South Dakota, which possesses
security interest in certain of the Debtor's assets covered by
certificates of title.
Pursuant to the agreement between the Debtor and Centris, and in
order to provide adequate protection for Centris' interests in the
Titled Vehicles pursuant to 11 U.S.C. section 361, the Debtor will
pay Centris adequate protection payments in the amount of $2,971
per week, as set forth in the Budget.
A copy of the order is available at https://bit.ly/3Fob7xG from
PacerMonitor.com.
About Midwest Overnite, Inc.
Midwest Overnite, Inc. operates in the general freight trucking
industry. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Neb. Case No. 22-80737) on October 6,
2022. In the petition signed by Chris Horn, Sr., president, the
Debtor disclosed up to $ 1 million in assets and up to $10 million
in liabilities.
Judge Thomas L. Saladino oversees the case.
Patrick R. Turner, Esq., at Turner Legal Group, LLC, is the
Debtor's counsel.
Centris Federal Credit Union, as lender, is represented by:
Brandon R. Tomjack, Esq.
Baird Holm LLP
1700 Farnam Street, Suite 1500
Omaha, NE 68102-2068
Tel: (402) 636-8347
Email: btomjack@bairdholm.com
MIRACLE CENTER: Continued Operation to Fund Plan Payments
---------------------------------------------------------
Miracle Center Church of Ventura County, Inc., filed with the U.S.
Bankruptcy Court for the Central District of California a Chapter
11 Plan of Reorganization dated November 28, 2022.
The Debtor is a California religious corporation organized under
the California Nonprofit Religious Corporation Law exclusively for
religious purposes.
In seeking to fulfill its purpose, the Debtor entered into a
transaction on March 25, 2016 to purchase real property as a
location to accommodate its religious activities. The property
acquired was located at 38 Teloma Drive, Ventura, Ca. 93003, County
of Ventura Assessors Parcel Number 082-0-120-445 ("Property") and
was purchased from seller The First Christian Church of Ventura
("Seller") for a price of $3,100,000.00.
The state court lawsuit, Ventura County Superior Case Number
56-2021-00-55436-CU-OR-VTA, Miracle Center Church v First
Christian, was filed on May 18, 2021, alleges wrongful foreclosure
("State Court Lawsuit"). This lawsuit is still ongoing in state
court.
The Seller reissued a Notice of Sale of the Property for August 30,
2022. Unable to immediately obtain the necessary funds to cure the
default, the Debtor found it necessary to once again seek
protection under the U.S. Bankruptcy Code in an effort to prevent
foreclosure of the Property and allow the Debtor the opportunity to
reorganize and retain the Property for its religious and charitable
purposes. Through this Chapter 11 Bankruptcy Case, Debtor seeks to
determine the validity and the proper amount of the claim held by
First Christian and the proper amount of arrears owed to First
Christian.
This Chapter 11 Bankruptcy Case was filed to prevent the
foreclosure of the Debtor's Property and provide the Debtor the
opportunity to reorganize its financial affairs and rehabilitate
its operations.
Class 2 consists of Secured Claims:
* The U.S. Small Business Administration holds a UCC-1 and
Security Agreement lien against the business assets of the Debtor.
Claimant has filed Proof of Claim No.2, for the $71,612.94 contract
balance, including interest over the term of the contract, at
2.75%, whereby payments of $291.00 monthly, for 30 years, will
begin January 2023. The Debtor will pay claimant in full, pursuant
to the contract terms, beginning at the inception of the due date
for the first scheduled payment, whereby payments will ultimately
be completed after this Plan's final payment date.
* The First Christian Church of Ventura has filed Proof of
Claim No.3, in the amount of $3,088,622.42, whereby $222,518.64 is
included in the total Claim, as asserted arrears to be cured. Based
on Debtor's arrears calculations of $214,906.05, to be determined
at the hearing on the Objection to the Creditor filed Proof of
Claim, Debtor will pay $3,581.77 per month, not including
to-be-determined interest on these arrears. Based on Creditor's
filed Proof of Claim arrears calculations of $222,518.64, Debtor
will pay $3,708.64 per month, not including to-be-determined
interest on these arrears.
The Debtor's unsecured creditors are receiving a distribution of
$73.36 pursuant to the Plan, which is approximately 100%, as
compared to 0% in a hypothetical Chapter 7 liquidation. The
unsecured creditor (IRS for the portion of POC #1 that is
unsecured) is getting more than would be received in a Chapter 7
liquidation.
The Debtor will fund the Plan from the operation of its business
and the funds that it has/will have accumulated in its DIP bank
accounts.
A full-text copy of the Plan of Reorganization dated November 28,
2022, is available at https://bit.ly/3VQ35mO from PacerMonitor.com
at no charge.
Attorneys for Debtor:
John K. Rounds, Esq.
Randall V. Sutter, Esq.
Rounds & Sutter, LLP
674 County Square Drive, Suite 108
Ventura, CA 93003
Tel: (805) 650-7100
Fax: (805) 832-6315
Email: admin2rslawllp.com
rsutter@rslawllp.com
About Miracle Center Church of Ventura County
Miracle Center Church of Ventura County, Inc. is a tax-exempt
religious organization. The Debtor sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22 10664)
on August 29, 2022. In the petition signed by Alonzo McCowan,
CEO/president, the Debtor disclosed $3,472,792 in assets and
$3,387,733 in liabilities.
Judge Ronald A. Clifford III oversees the case.
John K. Rounds, Esq., at Rounds & Sutter LLP, is the Debtor's
counsel.
MITCHELL INTERNATIONAL: US$525M Bank Debt Trades at 16% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Mitchell
International Inc is a borrower were trading in the secondary
market around 84.1 cents-on-the-dollar during the week ended
Friday, December 2, 2022, according to Bloomberg's Evaluated
Pricing service data.
The US$525 million facility is a term loan. The loan is scheduled
to mature on October 15, 2029. The amount is fully drawn and
outstanding.
Mitchell International, Inc. is an American company based in San
Diego, Calif., which develops software used by the automotive
industry to manage collision and medical claims, parts and labor
estimates, and glass replacement quotes.
MULVADI CORPORATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Mulvadi Corporation
DBA Aloha Granola
DBA Coffee Boulevard
DBA Kona Supremo
DBA Mulvadi Premium Outlet
P.O. Box 235231
Honolulu, HI 96823
Case No.: 22-00855
Business Description: Mulvadi is a coffee manufacturer in
Honolulu, Hawaii. The Company also ships a
variety of Island treats such as granola,
mac nuts, mac nut brittles and many other
traditional island favorites.
Chapter 11 Petition Date: November 30, 2022
Court: United States Bankruptcy Court
District of Hawaii
Judge: Hon. Robert J. Faris
Debtor's Counsel: Chuck C. Choi, Esq.
CHOI & ITO
700 Bishop Street, Suite 1107
Honolulu, HI 96813
Tel: 808-533-1877
Fax: 808-566-6900
Email: cchoi@hibklaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven Mulgrew as president.
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/ZJU23UI/Mulvadi_Corporation__hibke-22-00855__0001.0.pdf?mcid=tGE4TAMA
NEP GROUP: US$240M Bank Debt Trades at 19% Discount
---------------------------------------------------
Participations in a syndicated loan under which NEP Group Inc is a
borrower were trading in the secondary market around 81.3
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$240 million facility is a term loan. The loan is scheduled
to mature on October 19, 2026. The amount is fully drawn and
outstanding.
NEP Group Inc is a United States-based company. The Company
provides broadcasting services. The Company is a supplier to a
broad spectrum of content across both sports and entertainment The
Company offers outside broadcast, studio production, audio,
lighting and media management services.
NIKKYO LLC: Unsecureds Will Get 100% of Claims over 5 Years
-----------------------------------------------------------
Nikkyo, LLC, filed with the U.S. Bankruptcy Court for the Middle
District of Florida a Plan of Reorganization dated November 29,
2022.
The Debtor was incorporated on March 4, 2019. The Debtor
fabricates, sells, and installs custom racking, shelving, and
modular storage systems for commercial use.
The Debtor acquired the name, assets, and intangibles of an entity
named Deluxe Systems of Florida which had operated for several
decades. As of the date of the Petition Date, the Debtor's
principal, Saul Ackovitz, manages the Debtor from 9530 N Trask St,
Tampa, FL 33624 which the Debtor leases from Moshan Management,
Inc.
The Plan under Chapter 11 of the Bankruptcy Code proposes to pay
creditors of the Debtor from the Debtor's current and future
earnings.
This Plan provides for 1 class of priority claims; 4 classes of
secured claims; 1 class of general unsecured claims; and 1 class of
equity security holders. Unsecured creditors holding allowed claims
will receive one hundred percent of their allowed claim payable
over five years. This Plan also provides for the payment of
administrative and priority claims under the terms to the extent
permitted by the Code or by agreement between the Debtor and the
claimant.
Class 2 consists of the Secured Claim of Byline Bank. Byline Bank
filed a claim [Claim 7] in the amount of $1,129,509.12 secured by a
first position blanket lien on the Debtor's non-titled assets.
Claimant's allowed claim will be amortized over 180 months at 5.75%
interest with payments monthly payments of $9,379.56 commencing 30
days from the entry of the Confirmation Order.
Class 3 consists of the Secured Claim of Byline Bank. Byline Bank
filed a claim [Claim 6] in the amount of $272,489.63 secured by a
second position blanket lien on the Debtor's non-titled assets.
Claimant's allowed claim will be amortized 180 months at 5.75%
interest with payments monthly payments of $2,262.78 commencing 30
days from the entry of the Confirmation Order.
Class 4 consists of the Secured Claim of De Lage Landen. De Lage
Landen holds a scheduled claim in the amount of $15,592 secured by
a 2015 Caterpillar GP25N Forklift. Claimant's allowed claim will be
amortized over 60 months at 5.75% interest with payments monthly
payments of $299.63 commencing 30 days from the entry of the
Confirmation Order.
Class 5 consists of the Secured Claim of IPFS Corporation. IPFS
Corporation filed a claim [Claim 6] in the amount of $13,519.50
secured by the Debtor's insurance premiums and any amounts payable
under the Debtor's insurance policies. The Debtor will continue
making payments in accordance with the loan documents. Claimant
will retain its lien to the same extent, validity, and priority as
existed prior to the Petition Date.
Class 6 consists of General Unsecured Creditors. The Debtor will
pay claimants in this class 100% of their allowed claims without
interest, in forty quarterly payments with payments of $6,886.73
commencing on the start of the calendar quarter immediately
following the Effective Date of Confirmation and continuing for a
total of forty consecutive quarters. In the event that this quarter
starts less than 30 days after the entry of the Confirmation Order,
payment shall not commence until the following quarter.
Class 7 consists of Equity Security Holders of the Debtor. Equity
will retain ownership in the Debtor postconfirmation. No
distributions will be made to equity until such time as all
payments in Class 6 have been made.
Current equity will continue to manage the Debtor post
confirmation. The Plan will be funded by the continued operations
of the Debtor.
A full-text copy of the Plan of Reorganization dated November 29,
2022, is available at https://bit.ly/3ulPOq2 from PacerMonitor.com
at no charge.
Attorney for Debtor:
BUDDY D. FORD, P.A.,
Buddy D. Ford, Esq.
Email: Buddy@tampaesq.com
Jonathan A. Semach, Esq.
Email: Jonathan@tampaesq.com
Heather M. Reel, Esq.
Email: Heather@tampaesq.com
9301 West Hillsborough Avenue
Tampa, Florida 33615-3008
Telephone #: (813) 877-4669
Office Email: All@tampaesq.com
About Nikkyo, LLC
Nikkyo, LLC offers racking, shelving, and modular storage systems
for safe, efficient, and effective control of material handling
requirements.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03599) on September
1, 2022. In the petition signed by Saul Ackovitz, managing member,
the Debtor disclosed $589,255 in assets and $2,015,611 in
liabilities.
Judge Catherine Peek McEwen oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. is the Debtor's
counsel.
NOVA CHEMICALS: S&P Alters Outlook to Negative, Affirms 'BB' ICR
----------------------------------------------------------------
S&P Global Ratings revised the outlook on Nova Chemicals Corp. to
negative from stable and affirmed its 'BB' long-term issuer credit
rating on the company as well as the 'BB' issue-level ratings on
its debt.
The negative outlook indicates the potential S&P could lower the
ratings if weak industry conditions persist and result in its view
that Nova's adjusted FFO to debt is unlikely to improve above 20%
on a sustained basis.
S&P said, "The negative outlook reflects our expectation that
credit metrics will remain weak through 2023. Nova generated
materially weaker EBITDA in the third quarter of 2022, which is a
51% decline compared with the second quarter. Slowing demand,
buildup of inventory, high feedstock prices, and new capacity
additions have resulted in significantly lower product prices and
margin compression for producers in the industry. Global demand
considerably slowed in the second half of 2022 amid a backdrop of
macroeconomic uncertainty and recessionary pressures as well as
lockdowns in China. At the same time, a significant amount of
capacity additions in ethylene and polyethylene (PE) have been
added or expected to come online over the next 12 months in North
America, resulting in market imbalance. With persisting higher
feedstock costs (primarily natural gas) and lower product prices,
both in ethylene and PE, we believe the company's margins will be
further stressed in 2023.
"As a result, we project significantly weaker cash flows for Nova
relative to our previous expectations, with adjusted EBITDA likely
to decline by 50% in 2022 compared with 2021 levels and a further
25%-30% in 2023. At these levels, we project the company's adjusted
FFO to debt will average about 15% in 2022 and 2023. We believe
there is the potential for margins to recover in 2024, assuming
demand improves and capacity additions moderate, and Nova also
benefits from the ramp up of its second Advanced SCLAIRTECH (AST2)
facility (950,000 pounds capacity, 20% increase to current
volumes), which is expected to come on stream by June 2023.
Accordingly, we project FFO to debt will improve to about 25% by
2024. That said, a key risk remains that a prolonged recessionary
environment could delay improvement in our anticipated 2024 credit
measures for Nova."
Prudent financial policy measures, specifically gross debt
reduction, will be critical to reducing volatility in credit
measures. Nova's credit measures have recently exhibited
substantive volatility, with adjusted FFO to debt projected to
decline to an average of 15% in 2022 and 2023 from 62% in 2021.
This is unlike that of peers, which focused on absolute debt
reduction in 2021 providing some cushion to the credit measures.
For instance, Dow Chemical Co. (the second-largest PE producer
globally) repaid about 15% of its total debt in 2021. Given Nova's
sensitivity to the inherent volatility in the petrochemical sector,
S&P will closely monitor how management adapts its financial policy
decisions, especially use of the projected free cash flows, in the
current challenging market conditions.
S&P said, "Post-completion of the growth projects (the Corunna
expansion and the AST2 facility), we assume the company's capital
spending in 2023 and beyond will decline significantly, with a more
than 50% drop over 2022 levels. We expect capital spending will be
primarily for maintenance and turnaround expenses, with only a
modest amount allocated to growth spending. Accordingly, we
estimate meaningful positive free cash flows beyond 2022. In 2020,
Nova did not pay dividends but reinstated them in 2021 when it paid
out US$1 billion to its parent, Mubadala Investment Co., and US$200
million during the first quarter of 2022. We believe further
dividends are unlikely through 2023 given the subdued industry
outlook. Accordingly, our forecast assumes that management will
focus on gross debt reduction. Maintenance of the current rating on
Nova will be contingent on the company achieving meaningful debt
reduction, including repaying the US$450 million term loan at
maturity in 2024. We also assume the US$1.05 billion of senior
unsecured notes due 2024 will be refinanced well in advance of
maturity, with no increase to gross debt outstanding.
"Our business risk assessment reflects the company's relatively
good market position, scale, and structurally advantageous cost
position; however, Nova lacks scope and diversity compared with its
larger peers. Nova has a good market position in the North American
ethylene and PE industry and we believe its scale will further
strengthen following completion of the new PE facility in Sarnia,
Ont. (950,000 pounds capacity), by June 2023. The Corunna expansion
was also recently completed in the third quarter (expanding
capacity by 50%). In addition, our assessment factors in the
company's diversified feedstock access and cost-advantaged position
in North America, given access to lower-cost natural gas relative
to that of global peers that use naphtha as an input. We believe
the energy crisis in Europe has further strengthened the company's
competitive advantage. Although we expect margins will weaken in
the fourth quarter and through 2023, we estimate Nova's EBITDA
margins on a weighted-average basis will remain in the top quartile
of our commodity chemicals peer group.
"Partially offsetting these strengths is Nova's relatively limited
product and operational diversity. We believe the company has less
comprehensive scale, scope, and diversity than that of peers such
as Westlake Chemical Corp. and LyondellBasell Industries N.V.,
which are significantly larger and have better product
diversification.
"The negative outlook reflects our view that weakening demand, new
capacity additions, and higher feedstock costs are likely to
pressure margins through at least 2023. Specifically, we project
FFO to debt, on an adjusted basis, will remain weak through 2023,
averaging about 15%. While we project a rebound in 2024 as
supply-demand rebalances, with projected FFO to debt of about 25%;
weaker-than-expected economic conditions in 2024 remain a key risk
to the downside."
S&P could lower the rating over the next six-12 months if any of
the following factors were to materialize:
-- Weak economic conditions persist for a prolonged period,
limiting improvement in credit measures. In this scenario, S&P
would expect Nova's adjusted FFO to debt to remain below 20% on a
sustained basis.
-- S&P's lose conviction that management will reduce gross debt
reduction and/or it believes that additional dividends will be paid
during weak industry conditions.
-- The company is unable to refinance the US$1.05 billion of
senior unsecured notes ahead of the June 2024 maturity.
S&P said, "We revise our assessment of Nova's strategic importance
to its parent company. This could occur if, in our view, the parent
was unlikely to lend support to Nova during stress conditions."
S&P could revise the outlook to stable over the next 12 months if:
-- S&P expects the company's adjusted FFO to debt to improve in
line with its current expectations, with adjusted FFO to debt
improving above 20% on a sustained basis. S&P believes this could
occur if demand rebounded as expected and supported product prices;
and
-- Management limits discretionary spending well within internal
cash flow generation and provides strong indication to lower gross
debt.
ESG credit indicators: E-3, S-2, G-3
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Nova due to
increasing need for petrochemical producers to address challenges
regarding plastic pollution and carbon dioxide (CO2) emissions. The
company's absolute emissions increased by 23% from 2017 to 2021
primarily from acquired assets, while greenhouse gas intensity
increased to 0.65 kilotonnes (kt) in 2021 from 0.63 kt of CO2
emissions in 2017; the recent increase is the result of lower
production levels. The company is taking steps toward a smaller
environmental footprint by engaging in initiatives related to
recycled plastics and improving the recyclability of its plastics;
but the health and environmental impact related to plastic
pollution and inherent volatility in commodity pricing limit any
improvement in the business risk profile. Governance factors are
also a moderately negative consideration and are weaker relative to
the broader industry given the multiple leadership changes recently
as well as litigation-related payments (about US$1.5 billion) to
Dow Chemicals in 2017 and 2019, which had an adverse effect on cash
flow metrics."
NRP VENTURES: Buckmiller Boyette Advises Oak City, PRR
------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Buckmiller, Boyette & Frost, PLLC submitted a
verified statement to disclose that it is representing Oak City
Commercial, LLC and Property Resources of Raleigh, LLC in the
Chapter 11 cases of NRP Ventures, LLC.
BBF, on November 16, 2022, was retained to represent Oak City
Commercial, LLC and Property Resources of Raleigh, LLC in the
above-captioned chapter 11 bankruptcy case filed by the Debtor, BK
Case No. 22-02046-5-DMW.
BBF only represents OCC and PRR in the Bankruptcy Case and they are
the only creditors or parties-in-interest in the Bankruptcy Case
for which BBF is required to file any statement or disclosure
pursuant to Fed. R. Bankr. P. 2019.
In accordance with Fed. R. Bankr. P. 2019, BBF the names,
addresses, and nature and amount of each disclosable economic
interest of those creditors and parties-in-interest represented by
BBF in the Bankruptcy Case are as follows:
a. Oak City Commercial, LLC
Contact: Tim Peters
9051 Strickland Road
Suite 125
Raleigh, North Carolina 27615
b. Property Resources of Raleigh, LLC
Contact: Mark Schweibinz, Manager
7000 Six Forks Road
Suite 100
Raleigh, North Carolina 27615
c. Prepetition, OCC and PRR were engaged by the Debtor
pursuant to the Commission Agreement-Sale, to assist in
the marketing and sale of certain real property consisting
of a 491.2 +/- acre assemblage of tracts of real property
located in Johnston County, North Carolina.
Post-petition, and pursuant to § 327 of the Bankruptcy Code and
Fed. R. Bankr. P. 2014(a), the Debtor sought approval of the
employment of OCC, along with PRR, pursuant to the Application to
Employ and to Approve Commissions to Broker [D.E. 29].
BBF has advised, consistent with N.C. R. Prof. Cond. 1.7, both OCC
and PRR with respect to its concurrent representation in the
Bankruptcy Case, and both OCC and PRR have tendered their informed
consent to the such joint and concurrent representation.
BBF's representation of both OCC and PRR is not prohibited by
applicable North Carolina law, does not involve the assertion of a
claim by either OCC or PRR against one another, and BBF reasonably
believes that it can, and will be able to, provide competent and
diligent representation to both OCC and PRR.
BBF does not hold any claims against, or interest in, the Debtor.
BBF reserves the right to amend or supplement this Verified
Statement in accordance with the requirements of Fed. R. Bankr. P.
2019.
Counsel for Oak City Commercial, LLC and Property Resources of
Raleigh, LLC can be reached at:
BUCKMILLER, BOYETTE & FROST, PLLC
Joseph Z. Frost, Esq.
4700 Six Forks Road
Suite 150
Raleigh, NC 27609
Tel: (919) 296-5040
Fax: (919) 977-7101
E-mail: jfrost@bbflawfirm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3VPvx7Y
About NRP Ventures
NRP Ventures, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
22-02046) on Sept. 11, 2022, with between $1 million and $10
million in assets and between $10 million and $50 million in
liabilities.
Judge Pamela W. McAfee oversees the case.
William H. Kroll, Esq., at Everett Gaskins Hancock, LLP, is the
Debtor's counsel.
NRP VENTURES: Ellis & Winters Represents Mallard Road Sellers
-------------------------------------------------------------
In the Chapter 11 cases of NRP Ventures, LLC, the law firm of Ellis
& Winters LLP, submitted a verified statement under Rule 2019 of
the Federal Rules of Bankruptcy Procedure, to disclose that it is
representing the Mallard Road Sellers.
Ellis & Winters LLP is a North Carolina limited liability
partnership headquartered in Raleigh, North Carolina with an office
located at 4131 Parklake Avenue, Suite 400, Raleigh, NC 27612.
Ellis & Winters LLP represents the following entities who are
potential creditors and otherwise interested parties in the
above-captioned bankruptcy case:
a. Robert Kent Hill and wife Gaye Griffin Hill, and
Karen Hill Crocker and husband Danny Ray Crocker
Robert Kent Hill
4202 Oxford Circle
East Richmond, VA 23221
Karen Hill Crocker
305 Skinner Road
Four Oaks, NC 27577
Description: The owners and sellers of certain real
property. The real property was subject to a purchase
contract with Debtor.
b. William M. Talton and John F. Talton, Trustees of the
William I. Talton Family Estate Trust under will and
Trustees of the Irene Lee Talton Revocable Trust U/A/O
October 29, 2013.
John F. Talton, Trustee
1130 Country Club Road
Smithfield, NC 27577
William M. Talton, Trustee
166 Mallard Road
Smithfield, NC 27577
Description: The owners and sellers of certain real
property. The real property was subject to a purchase
contract with Debtor.
c. Elaine F. Marshall, Trustee of the Julian F. Marshall
Marital Trust Portion One U/A/O May 4, 2007, William C.
Marshall, and Julian Brian Marshall.
Elaine F. Marshall
837 South Brightleaf Boulevard
Smithfield, NC 27577
Description: The owners and sellers of certain real
property. The real property was subject to a purchase
contract with Debtor.
d. Kenneth A. Talton, Trustee of the Kenneth A. Talton Trust
Kenneth A. Talton
2750 Highway 96 North
Selma, NC 27576
Description: The owners and sellers of certain real
property. The real property was subject to a purchase
contract with Debtor.
e. Marshall, Inc.
c/o Elaine F. Marshall
837 South Brightleaf Boulevard
Smithfield, NC 27577
Description: The owners and sellers of certain real
property. The real property was subject to a purchase
contract with Debtor.
Prepetition, the Mallard Road Sellers were parties to certain
purchase contracts for the sale of land to the Debtor. The exact
nature and amount of each disclosable economic interest held in
relation to the Debtor as of the date of this Statement has not
been determined.
The Debtor's schedules list each of the Mallard Road Sellers as
creditors who have claims secured by property and as parties to
executory contracts. ECF No. 24, Schedule D and Schedule G. In
addition, the Debtor's Plan of Reorganization lists each of the
Mallard Road Sellers as unsecured creditors with a "potential
breach of contract" claim. ECF No. 62, p. 12.
On or about September 19, 2022, the Mallard Road Sellers retained
Ellis & Winters LLP to represent them in this Bankruptcy Case.
Consistent with N.C. R. Prof. Cond. Rule 1.7, Ellis & Winters LLP
has advised the Mallard Road Sellers with respect to its concurrent
representation in the Bankruptcy Case and the Mallard Road Sellers
have given informed consent to such joint and concurrent
representation.
Ellis & Winters LLP's representation of the Mallard Road Sellers is
not prohibited by applicable North Carolina law, does not involve
the assertion of a claim by any individual Mallard Road Seller
against any other Mallard Road Seller, and Ellis & Winters LLP
reasonably believes that it can, and will be able to, provide
competent and diligent representation to the Mallard Road Sellers.
Ellis & Winters LLP does not hold, and did not hold at the time of
engagement, any claims against, or interest in, the Debtor.
Ellis & Winters LLP only represents the Mallard Road Sellers in
this Bankruptcy Case and they are the only creditors or
parties-in-interest in the Bankruptcy Case for which Ellis &
Winters LLP is required to file any statement or disclosure
pursuant to Fed. R. Bankr. P. 2019.
Ellis & Winters LLP reserves the right to amend or supplement this
Statement in accordance with Fed. R. Bankr. P. Rule 2019.
Counsel for the Mallard Road Sellers can be reached at:
Ellis & Winters LLP
Charles N. Anderson, Jr., Esq.
P.O. Box 33550
Raleigh, NC 27636
Telephone: (919) 865-7000
Facsimile: (919) 865-7010
E-mail: chuck.anderson@elliswinters.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3H6ETZa
About NRP Ventures
NRP Ventures, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
22-02046) on Sept. 11, 2022, with between $1 million and $10
million in assets and between $10 million and $50 million in
liabilities.
Judge Pamela W. McAfee oversees the case.
William H. Kroll, Esq., at Everett Gaskins Hancock, LLP, is the
Debtor's counsel.
NRP VENTURES: Narron Wenzel Advises Johnson, Shannon
----------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Narron Wenzel, P.A. submitted a verified statement
to disclose that it is representing Connie Johnson and Melissa
Shannon in the Chapter 11 cases of NRP Ventures, LLC.
In September 2022, Connie Johnson and Melissa Shannon retained NW
to represent their interests in this Bankruptcy Case.
NW only represents Johnson and Shannon in this Bankruptcy Case.
In accordance with Rule 2019, the names, addresses, and nature and
amount of each disclosable economic interest of those creditors
represented by NW in the Bankruptcy Case are as follows:
a. Connie Johnson
One Paradise Cove
Hampton, VA 23669
Johnson assisted the Debtor in the marketing and sale of
real estate purchase agreements relating to certain real
property consisting of a 491.2 +/- acre assemblage of real
property in Johnston County, North Carolina. Johnson is
entitled to compensation therefore as expressly promised
by the Debtor. Reference is made to Claim No. 2 filed on
Johnson's behalf, or as it may be amended.
b. Melissa Shannon
112 Woodleaf Drive
Chapel Hill, NC 27516
Shannon loaned at least $1.1 million to the Debtor for use
in furtherance of the Project upon Debtor's express
promise to repay with interest and other incentives.
Reference is made to Claim No. 3 filed on Shannon's
behalf, or as it may be amended.
NW filed Notices of Appearance for Johnson and Shannon on September
26, 2022.
Consistent with N.C. R. Prof. Cond. 1.7, NW has advised Johnson and
Shannon with respect to its concurrent representation in the
Bankruptcy Case and both Johnson and Shannon have given informed
consent to such joint and concurrent representation.
NW's representation of both Johnson and Shannon is not prohibited
by applicable North Carolina law, does not involve the assertion of
a claim by either Johnson or Shannon against one another, and NW
reasonably believes that it can and will be able to provide
competent and diligent representation to both Johnson and Shannon.
NW does not hold any claims against or interest in the Debtor.
NW reserves the right to amend this Verified Statement in
accordance with the requirements of Rule 2019.
The Firm can be reached at:
NARRON WENZEL, P.A.
David F. Mills, Esq.
P.O. Box 1567
102 S. Third Street
Smithfield, NC 27577
Tel: (919) 934-0049
Fax: (919) 938-1058
E-mail: dmills@narronwenzel.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3OYEFFf
About NRP Ventures
NRP Ventures, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
22-02046) on Sept. 11, 2022, with between $1 million and $10
million in assets and between $ 0 million and $50 million in
liabilities.
Judge Pamela W. McAfee oversees the case.
William H. Kroll, Esq., at Everett Gaskins Hancock, LLP, is the
Debtor's counsel.
NUTEX HEALTH: Secures $100M Investment Commitment From Lincoln Park
-------------------------------------------------------------------
Nutex Health Inc. and Lincoln Park Capital Fund, LLC have entered
into a purchase agreement pursuant to which Nutex Health has the
right, in its sole discretion, but not the obligation, to sell
to the Investor up to $100 million worth of shares of its common
stock, par value $0.001 per share, over the 36-month term of the
Agreement, subject to the terms and conditions provided in the
Agreement, including the filing, within 30 days hereof, and
effectiveness of a resale registration statement pursuant to a
registration rights agreement entered into simultaneously with the
Agreement. Nutex Health will control the timing and amount of any
future sales of its Common Stock and the Investor is obligated to
make purchases in accordance with the Agreement, subject to
various limitations including those under the Nasdaq listing
rules.
Nutex Health intends to use the net proceeds from the sale of
its Common Stock under the Agreement for working capital and
general corporate purposes to support its growth.
Regular Purchases: At any time after the satisfaction of certain
conditions including the effectiveness of a related resale
registration statement, the Company has the right, but not the
obligation, to require the Investor to purchase on any particular
trading day up to (i) 300,000 shares of Common Stock provided
that the closing price is not below $0.10; (ii) 600,000
shares if the closing price is not below $0.75 and (iii) 900,000
shares if the closing price is not below $1.50. The Investor's
committed obligation under each Regular Purchase shall not exceed
$3,000,000. For Regular Purchases the purchase price shall be equal
to 97% of the lesser of: (i) the lowest sale price of the Common
Stock during the applicable Purchase Date or (ii) the average of
the three lowest closing sale prices of the Common Stock during
the ten business days prior to the applicable Purchase Date.
Accelerated Purchases: In addition to Regular Purchases and
provided that the Company has directed a Regular Purchase in
full, the Company in its sole discretion may require the Investor
on each Purchase Date to purchase on the following business day
up to the lesser of (i) three times the number of shares
purchased pursuant to such Regular Purchase or (ii) 30% of the
trading volume on the Accelerated Purchase Date at a purchase price
equal to 97% of the lesser of (i) the closing sale price on the
Accelerated Purchase Date or (ii) the Accelerated Purchase
Date's volume weighted average price. The Company shall have
the right in its sole discretion to set a minimum price threshold
for each Accelerated Purchase in the notice provided with
respect to such Accelerated Purchase and the Company may direct
multiple Accelerated Purchases in a day provided that delivery
of shares has been completed with respect to any prior Regular
and Accelerated Purchases that Investor has purchased.
There is no upper limit to the price per share that the Investor
may pay for future issuances of Common Stock under the Agreement,
and the Investor has agreed not to cause or engage in any direct or
indirect short selling or hedging of Nutex Health's Common
Stock. No warrants are being issued the Investor and the
Agreement does not contain any rights of first refusal,
participation rights, penalties, or liquidated damages provisions
in favor of any party.
In connection with the execution of the Agreement, the Company
issued 1,356,318 shares of Common Stock to the Investor as a
commitment fee, in a private transaction exempt from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended.
Under the Agreement, issuances of Common Stock may be suspended
upon the occurrence of customary events, including the
unavailability of the resale registration statement. The Company
has the right at any time for any reason to terminate the
Agreement.
About Nutex
Headquartered in Houston, Texas and founded in 2011, Nutex Health,
Inc. is a healthcare services company with approximately 1500
employees nationwide and is partnered with over 800 physicians.
The Company has two divisions: a Hospital division and a Population
Health Management division. The Hospital division owns and
operates 21 facilities in eight different states. The division
implements and operates different innovative health care models,
including micro hospitals, specialty hospitals and hospital
outpatient departments (HOPDs). The Population Health Management
division owns and operates provider networks such as Independent
Physician Associations (IPAs). Through its Management Services
Organizations (MSOs), the Company provides management,
administrative and other support services to its affiliated
hospitals and physician groups. The Company's cloud-based
proprietary technology platform aggregates clinical and claims data
across multiple settings, information systems and sources to create
a holistic view of patients and providers.
Nutex reported a net loss of $13.67 million for the year ended Dec.
31, 2021, a net loss of $5.65 million for the year ended Dec. 31,
2020, and a net loss of $7.12 million for the year ended Dec. 31,
2019. As of June 30, 2022, the Company had $871.79 million in
total assets, $305.38 million in total liabilities, and $566.41
million in total equity.
OSCEOLA FENCE: Sale of Vehicles to Pay Off Ally Bank Claims Granted
-------------------------------------------------------------------
Judge Lori V. Vaughan of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Osceola Fence Supply, LLC's sale of
2017 Chevrolet Express Passenger Express Van LS 135, VIN
1GCWGAFFSH1307919, and 2017 GMC Sierra 3500HD Crew Cab 2WD, VIN
1GD41VCG5HF212529, to pay off the secured claims of Ally Bank
(Claim Nos. 63 and 65).
Upon the vehicles, individually, being sold, the Debtor will report
the particulars as to the sale, including the name of the
purchaser, relationship, if any, to the Debtor and the sales price.
Attorney Lawrence M. Kosto is directed to serve a copy of the Order
on the 20 largest unsecured creditors who do not receive service by
CM/ECF and to file proof of service within three days of entry of
the Order.
About Osceola Fence Supply
Osceola Fence Supply, LLC, filed its voluntary petition for
Chapter
11 protection (Bankr. M.D. Fla. Case No. 22-00512) on Feb. 14,
2022, listing up to $50,000 in assets and up to $10 million in
liabilities. Anthony Paradiso, managing member, signed the
petition.
Judge Lori V. Vaughan oversees the case.
The Debtor tapped Lawrence M. Kosto, Esq., at Kosto & Rotella, PA
as legal counsel and James C. Hemphill, CPA, at Hemphill
Accounting
Services, Inc. as accountant.
PAHRUMP 161: 2010 & 2020 California Judgments Upheld
----------------------------------------------------
In the appealed case captioned WV 23 Jumpstart, LLC, Plaintiff and
Appellant, v. Tiger Mynarcik, Defendant and Respondent, Case No.
C095046, (Cal. Ct. App.), the Third Division of the California
Court of Appeal reverses the trial court's decision granting Tiger
Mynarcik's motion to quash a 2010 California judgment and a renewed
2020 California judgment.
In January 2009, the original Plaintiffs, Galipeau Associates,
Inc., and A.K. Partners, LLC, filed suit in Clark County, Nevada,
seeking a deficiency judgment against the Defendant Pahrump 161,
LLC and individual Defendants Tiger Mynarcik, James W. Scott, and
Brock E. Metzka. Following a bench trial, the Nevada state court
found that Mynarcik and Metzka guaranteed a $1.8 million loan from
plaintiffs to Pahrump to develop residential real estate in Nevada,
secured by a deed of trust. The individual Defendants, Mynarcik,
Scott, and Metzka, executed guarantees on the loan. Thereafter,
Pahrump defaulted on the loan. In May 2010, the Nevada court
entered a judgment for $1.35 million against Pahrump and the three
guarantors. In August 2010, the Nevada judgment was amended to
include attorney fees, costs, and accrued interest, which increased
the judgment to almost $1.58 million.
In November 2010, seeking to have the judgment domesticated in
California, the Plaintiffs applied for entry of judgment on a
sister-state judgment in the Sacramento County Superior Court
pursuant to Code of Civil Procedure Section 1710.10. Mynarcik was
personally served with the application to domesticate the judgment
and did not challenge it. As required by Section 1710.25, the
Sacramento County Superior Court clerk entered the amended $1.58
million judgment in favor of the Plaintiffs.
Thereafter, Mynarcik's codefendants, Scott and Metzka, settled
their debts to the Plaintiffs for approximately $462,000 and
$39,000, respectively. The remaining co-defendant, Pahrump, filed a
petition for Chapter 7 bankruptcy and paid the Plaintiffs nothing.
In 2016, the Nevada judgment's six-year enforcement period expired
by statute, and the Plaintiffs did not seek to renew it. The
California judgment remained valid and enforceable. However, the
Plaintiffs did not pursue Mynarcik in California to collect on the
judgment.
In May 2020, the Plaintiffs assigned the California judgment to
appellant WV 23 Jumpstart, LLC. Two months later, Jumpstart renewed
the California judgment and then applied to domesticate the renewed
judgment back in Nevada, an action which Mynarcik vigorously
challenged. In response, the Nevada court instructed Jumpstart to
seek an order from the California courts regarding the validity of
the renewed California judgment. In subsequent proceedings here,
the Sacramento County Superior Court granted a motion by Mynarcik
to quash entry of the renewed sister-state judgment for lack of
personal jurisdiction over him.
On appeal, Jumpstart argues the trial court erred in concluding
that where a judgment creditor seeks to register a sister-state
judgment in California, the judgment debtor must have "minimum
contacts" with California. We agree with Jumpstart and therefore
reverse the trial court's order.
There is no dispute that the original judgment obtained by the
Plaintiffs was valid and enforceable in Nevada when it was
registered in California. There is no dispute that the Nevada court
had jurisdiction over Mynarcik. Thus, the Court finds no reason why
this validly obtained judgment could not be registered in
California simply because one or more debtors lack minimum contacts
with this state.
The Court explains that the debtor's due process rights are not
infringed by the Sister State Money Judgments Act's registration
process where a judgment debtor has had the action fully
adjudicated in a court of competent jurisdiction, even where
personal jurisdiction in California might be lacking. The Act does
not require it. Indeed, its text and application indicate that it
was not the Legislature's intent to impose such a constraint.
Moreover, the ministerial act of registration does not "alter a
debtor's substantive rights such that a due process right is
triggered."
The Court concludes that so long as the originating state had
jurisdiction over the parties, the judgment was authorized, and the
litigants were afforded due process, there is no basis to read an
additional jurisdictional requirement into the Act based upon the
ministerial act of registration. In reaching this conclusion, the
Court is persuaded by the Ninth Circuit's rationale in Fidelity
National Financial, Inc. v. Friedman (9th Cir. 2019) 935 F.3d 696
that "registering the federal judgment did not involve "maintenance
of a suit" or otherwise implicate due process concerns, because the
judgment debtor had already received due process in the original
action, and registration was a purely administrative act meant to
facilitate collection of the preexisting judgment."
A full-text copy of the Opinion dated Nov. 21, 2022, is available
at https://tinyurl.com/y822ed7c from Leagle.com.
PECF USS INTERMEDIATE: US$2.00B Bank Debt Trades at 18% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which PECF USS
Intermediate Holding III Corp is a borrower were trading in the
secondary market around 82.1 cents-on-the-dollar during the week
ended Friday, December 2, 2022, according to Bloomberg's Evaluated
Pricing service data.
The US$2.00 billion facility is a term loan. The loan is scheduled
to mature on December 15, 2028. About US$1.99 billion of the loan
is withdrawn and outstanding.
PECF USS Intermediate Holding III Corporation is the issuing entity
for a debt extended to United Site Services Inc., a provider of
portable sanitation and related site services.
PILATES AND YOGA: Wins Final Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized Pilates and Yoga Center, LLC
to use cash collateral on a final basis in accordance with the
budget.
First Citizens Bank & Trust has a valid first position blanket lien
that is properly perfected and enforceable against all of Debtor's
personal property securing aggregate indebtedness.
As adequate protection for the aggregate diminution of the cash
collateral resulting from the Debtor's use thereof, First Citizens
will have, nunc pro tunc as of the commencement of these Chapter 11
cases, a replacement lien pursuant to 11 U.S.C. section 361(2) on
and in all property of the Debtor acquired or generated after the
Petition Date, but solely to the same extent and priority, and of
the same kind and nature, as the property of the Debtor securing
the prepetition obligations to First Citizens under the
Pre-Petition Loan Documents.
In the event of diminution in the value of the cash collateral,
First Citizens will be granted an administrative claim under
section 507(b) of the Bankruptcy Code, with priority over all other
administrative expense claims, subject to a Carve Out.
The Replacement Liens granted are valid and perfected without the
need for the execution or filing of any further documents or
instruments.
On the 15th day of each month, until otherwise ordered by the
Court, the Debtor will make adequate protection payments to First
Citizens in the amount of $500 per month.
The Debtor will maintain insurance coverage for its personal
property and business operations in accordance with the
requirements of the Pre-Petition Loan Documents and will furnish
proof of current coverage to First Citizens within five business
days after entry of the Order.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3ujC7bh from PacerMonitor.com.
The Debtor projects $23,868 in monthly total expenses.
About Pilates and Yoga Center, LLC
Pilates and Yoga Center, LLC owns and operates two pilates and yoga
studios. The studios are operated in leased locations at 901 N
Congress Ave, Unit D-103, Boynton Beach, FL and 223 Sunset Ave, Ste
160, Palm Beach, FL.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-16923-MAM) on
September 6, 2022. In the petition signed by Holly Andronicescu,
managing member, the Debtor disclosed up to $100,000 in assets and
up to $500,000 in liabilities.
Judge Erik P. Kimball oversees the case.
Brian K. McMahon, Esq., at Brian K. McMahon, PA is the Debtor's
counsel.
PLATFORM II LAWNDALE: Wins Cash Collateral Access Thru Dec 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Platform II Lawndale LLC to use cash
collateral on an interim basis in accordance with the budget for
the period from from December 1, 2022 through December 30, 2022.
The Debtor requires the use of cash collateral to maintain and
preserve its self-storage facility in Chicago's West Logan Square
neighborhood through the payment of ordinary and necessary expenses
related to the operation of the Debtor's property as well as
specific extraordinary maintenance and repair expenses.
GreenLake Real Estate Fund, LLC purports to hold a first priority
lien and security interest in the Property, and the Debtor's cash
and cash receipts received from the leasing of storage units
through a security interest and assignment of rents granted by the
Debtor under an Open-End Mortgage, Security Agreement, Assignment
of Rents and Leases and Fixture Filing dated May 18, 2018, and
recorded with the Cook County Recorder of Deeds on May 22, 2018.
These assets secure the repayment of a promissory note dated May
18, 2018, in the original principal sum of $6.250 million.
As adequate protection, Greenlake is granted a replacement lien on
the Debtor's rents, accounts and accounts receivables. As further
adequate protection for Greenlake's interests in the Pre-Petition
Collateral, and consistent with section 552 of the Bankruptcy Code,
the Debtor will grant Greenlake, to the extent not heretofore
granted, a replacement lien on the Debtor's rents, accounts, and
accounts receivables derived from the Property, which are of the
same type or nature as the Pre-Petition Collateral, coming into
existence or acquired by the Debtor respecting the Property on or
after the Petition Date.
The Post-Petition Liens granted to Greenlake under the terms of the
Order will be valid and perfected as of the date of the Order,
without the need for the execution or filing of any further
document or instrument otherwise required to be executed or filed
under applicable non-bankruptcy law.
The Debtor's authority to use Cash Collateral will terminate on the
earlier of (a) the date of entry by the Court of an order modifying
or otherwise altering the effectiveness of the Order, (b) an Event
of Default, or (c) the expiration of the Budget Period.
These events constitute an Event of Default:
a. Entry of an order converting the Debtor's Chapter 11 case
to a case under Chapter 7 of the Bankruptcy Code, which order is
not stayed within 10 days of the entry of such order;
b. The entry of an order dismissing the Debtor's Chapter 11
case, which is not stayed within 10 days of the entry of such
order; and
c. The Debtor's failure to comply with any provision of the
Order.
A copy of the order is available at https://bit.ly/3B1vDBt from
PacerMonitor.com.
About Platform II Lawndale LLC
Platform II Lawndale LLC is an Illinois limited liability company
that owns a self-storage facility at 1750 North Lawndale Avenue in
Chicago's West Logan Square neighborhood. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ill. Case No. 22-07668) on July 11, 2022. In the petition
signed by Scott Krone, manager, the Debtor disclosed up to $50
million in both assets and liabilities.
Judge Deborah L. Thorne oversees the case.
Gregory J. Jordan, Esq., at Jordan & Zito LLC is the Debtor's
counsel.
PLUS THERAPEUTICS: Gets 180-Day Extension to Comply With Nasdaq
---------------------------------------------------------------
Plus Therapeutics, Inc. received a second letter from The Nasdaq
Stock Market LLC advising that the Company had been granted an
additional 180 calendar days, or to May 22, 2023, to regain
compliance with the minimum bid requirement.
On May 24, 2022, Plus Therapeutics received written notice from
Nasdaq that because the closing bid price for the Company's common
stock has fallen below $1.00 per share for 30 consecutive business
days, the Company no longer complied with the minimum bid price
requirement pursuant to Nasdaq Listing Rule 5550(a)(2). The
Notification Letter stated that the Company had 180 days, or until
Nov. 21, 2022, to demonstrate its compliance with the Minimum Bid
Requirement.
The Company intends to continue to actively monitor the closing bid
price of its common stock and will evaluate available options to
regain compliance with the Minimum Bid Requirement. Specifically,
the Company has confirmed to Nasdaq that, if necessary, it will
implement a reverse stock split of its outstanding common stock (if
approved by the Company's stockholders) to attempt to regain
compliance. If the Company does not regain compliance within the
additional compliance period, Nasdaq will provide notice that the
Company's common stock will be subject to delisting. The Company
would then be entitled to appeal that determination to a Nasdaq
hearings panel. There can be no assurance that the Company will
regain compliance with the Minimum Bid Requirement during the
180-day additional compliance period or maintain compliance with
the other Nasdaq listing requirements.
About Plus Therapeutics
Headquartered in Austin, Texas, Plus Therapeutics, Inc. --
http://www.plustherapeutics.com-- is a clinical-stage
pharmaceutical company focused on the discovery, development, and
manufacturing scale up of complex and innovative treatments for
patients battling cancer and other life-threatening diseases.
Plus Therapeutics reported a net loss of $13.40 million for the
year ended Dec. 31, 2021, a net loss of $8.24 million for the year
ended Dec. 31, 2020, a net loss of $10.89 million for the year
ended Dec. 31, 2019, a net loss of $12.63 million for the year
ended Dec. 31, 2018, and a net loss of $22.68 million for the year
ended Dec. 31, 2017. As of Sept. 30, 2022, the Company had $23.10
million in total assets, $11.70 million in total liabilities, and
$11.40 million in total stockholders' equity.
PLUTO ACQUISITION: US$873M Bank Debt Trades at 25% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Pluto Acquisition I
Inc is a borrower were trading in the secondary market around 74.8
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$873 million facility is a term loan. The loan is scheduled
to mature on June 20, 2026. About US$860 million of the loan is
withdrawn and outstanding.
Pluto Acquisition I, Inc. provides health care services. The
Company operates in the United States.
PREMIER BRANDS: Moody's Lowers CFR to Caa3, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Premier Brands Group Holdings
LLC's corporate family rating to Caa3 from Caa1 and probability of
default rating to Caa3-PD from Caa1-PD, and appended the PDR with
the "/LD" (limited default) designation. The company's senior
secured first lien term loan rating was downgraded to Caa3 from
Caa2. The outlook remains negative.
The downgrades reflect the increased risk of default given Premier
Brands' upcoming March 20, 2024 debt maturities, weak overall
liquidity and high leverage of 6.2x Moody's-adjusted debt/EBITDA as
of September 30, 2022. While Premier Brands' revenue and earnings
have grown significantly year-to-date Q3 2022, it is facing a
pull-back in retailer orders in jeanswear, as well as overall
higher promotional activity and increased costs in the apparel
sector. The company also has very high borrowings and limited
excess availability on its asset-based revolver, driven by its high
inventory levels. These challenges increase the risk that the
company may not be able to refinance its debt at par in a timely
and economical manner. The downgrades also reflect governance
considerations, including the company's repurchase of debt at a
significant discount, which Moody's views as a limited default.
Moody's considered Premier Brands' cumulative 2022 debt repurchases
a distressed exchange under Moody's definition of default because
they result in a material economic loss to lenders. In the second
quarter of 2022, the company made a $16 million prepayment of its
$154 million outstanding term loan balance at an approximately 20%
discount, pursuant to a waiver permitting the required 2021 excess
cash flow sweep payment to be made with a discounted debt
repurchase. Subsequently, through open market transactions, the
company repurchased an additional $5 million of the term loan at a
similar discount. Moody's definition of default is intended to
capture events whereby issuers fail to meet debt service
obligations outlined in their original debt agreements. Moody's
will remove the /LD designation from the PDR in three business
days. These transactions do not constitute an event of default
under any of the company's debt agreements.
Moody's took the following rating actions for Premier Brands Group
Holdings LLC:
Corporate Family Rating, Downgraded to Caa3 from Caa1
Probability of Default Rating, Downgraded to Caa3-PD /LD from
Caa1-PD
Gtd Senior Secured 1st Lien Term Loan, Downgraded to Caa3 (LGD4)
from Caa2 (LGD4)
Outlook, Remains Negative
RATINGS RATIONALE
Premier Brands' Caa3 CFR reflects the company's elevated risk of
default given its high leverage and weak liquidity, including the
March 2024 debt maturities. The company's ownership by private
equity funds that are also term loan lenders increases the
likelihood of further aggressive financial strategy actions such as
distressed exchanges. In addition, the company operates mature
brands, which lack meaningful direct-to-consumer presence and are
mainly distributed through the mass, mid-tier and department store
channels. Supporting Premier Brands' value is its diversified range
of products, which mitigates its fashion risk.
The negative outlook reflects the company's weak liquidity and the
risk of a near-term event of default.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the company defaults or if
Moody's recovery estimates deteriorate.
The ratings could be upgraded if the company refinances its debt in
a timely and economical manner. An upgrade would also require an
adequate liquidity profile with increased revolver availability.
Premier Brands Group Holdings LLC (Premier Brands) is a designer,
wholesaler and brand licensor of denim including under the Gloria
Vanderbilt brand, women's apparel including Kasper, and jewelry
through Napier and lonna & lilly. Licensed brands include Anne
Klein, Nine West and Bandolino. The company (formerly named Nine
West Holdings, Inc.) emerged from Chapter 11 bankruptcy in 2019
under the majority equity ownership of CVC Credit Partners and
Brigade Capital. Revenue for the twelve months ended September 30,
2022 was less than $1 billion.
The principal methodology used in these ratings was Apparel
published in June 2021.
PROFESSIONAL DIVERSITY: Appeals Nasdaq Delisting Determination
--------------------------------------------------------------
Professional Diversity Network, Inc. received on Nov. 22, 2022, a
letter from The NASDAQ Stock Market stating that the Company has
not regained compliance with NASDAQ Listing Rule 5550(a)(2) and is
not eligible for a second 180-day extension period. Accordingly,
unless the Company requests an appeal of NASDAQ staff's
determination, NASDAQ staff has determined that the Company's
securities would be scheduled for delisting from The Nasdaq Capital
Market and would be suspended at the opening of business on Dec. 1,
2022, and a Form 25-NSE would be filed with the Securities and
Exchange Commission to remove the Company's securities from listing
and registration on NASDAQ.
On Nov. 24, 2022, the Company filed an appeal of NASDAQ staff's
determination to a hearings panel, pursuant to the procedures set
forth in the Nasdaq Listing Rules. A hearing request will stay the
suspension of the Company's securities and the filing of Form
25-NSE pending the Panel's decision. The Company will be asked to
provide a plan to regain compliance to the Panel. As part of such
plan, the Company is prepared to pursue a reverse stock split and
make other commitments as necessary to regain compliance with the
minimum bid price requirement in order to avoid delisting of the
Company's shares from The Nasdaq Capital Market.
On May 24, 2022, Professional Diversity received a written
notification from NASDAQ Stock Market stating that the Company is
not in compliance with NASDAQ Listing Rule 5550(a)(2) because for
the last 30 consecutive business days the closing bid price of the
Company's common stock was below the $1.00 per share minimum
required for continued listing on NASDAQ.
In order to demonstrate the Company's intention to take definitive
action to regain compliance with the NASDAQ minimum bid price
requirement for continued listing, on Nov. 22, 2022, the board of
directors of the Company adopted resolutions by unanimous written
consent, pursuant to which the Board determined that it is
advisable and in the best interests of the Company to amend
the Certificate of Incorporation of the Company by changing and
reclassifying each of the issued and outstanding shares of
Common Stock into a range of two-thirds to one-fifth of a share of
Common Stock at the direction of the management, such change,
reclassification and combination to be made as a reverse stock
split between the range of 1.5 to 1 and 5 to 1, depending upon
which exact ratio is deemed necessary and desirable to achieve a
minimum share price of at least $1.00 per share in the market
trading price of the Common Stock and which may be done more
than one time to achieve such minimum price, and to cash out
resulting fractional shares. The Board also recommended that the
Reverse Stock Split, including the Amendment, be submitted for
approval by the stockholders of the Company in accordance with
Delaware General Corporation Law.
On Nov. 25, 2022, stockholders holding approximately 56% of the
total issued and outstanding Common Stock executed a written
consent approving the Reverse Stock Split and the Amendment. The
Company plans to file an Information Statement on Schedule 14C with
the SEC as soon as possible. Under the applicable SEC regulations,
the Information Statement must be sent or given at least 20
calendar days prior to the earliest date on which the corporate
action may be taken. The Company plans to file the Amendment with
the Secretary of State of Delaware as soon as such 20-day waiting
period has expired. The Amendment and Reverse Stock Split will not
be effective unless and until the Amendment is filed with the
Secretary of State of Delaware.
About Professional Diversity
Headquartered in Chicago, Illinois, Professional Diversity Network,
Inc. -- https://www.prodivnet.com -- is a global developer and
operator of online and in-person networks that provides access to
networking, training, educational and employment opportunities for
diverse individuals.
Professional Diversity reported a net loss of $2.76 million for the
year ended Dec. 31, 2021, a net loss of $4.35 million for the year
ended Dec. 31, 2020, compared to a net loss of $3.84 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company
had $7.07 million in total assets, $4.38 million in total
liabilities, and $2.68 million in total stockholders' equity.
Wilmington, DE-based Ciro E. Adams, CPA, LLC, the Company's auditor
since 2018, in its report dated March 31, 2022, citing that the
Company has incurred significant losses, and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
QUOTIENT LIMITED: Regains Compliance With Nasdaq Bid Price Rule
---------------------------------------------------------------
Quotient Limited received a letter from The Nasdaq Stock Market
LLC2, stating that because the Company's ordinary shares had a
closing bid price at or above $1.00 per share for a minimum of 10
consecutive business days, the Company's ordinary shares had
regained compliance with the minimum bid price requirement of $1.00
per share for continued listing on The Nasdaq Global Market, as set
forth in Nasdaq Listing Rule 5450(a)(1).
The Company remains subject to a listing deficiency notice for
failure to meet Nasdaq's market value of listed securities
standard, as previously announced on Aug. 9, 2022.
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
Quotient Limited reported a net loss of $125.13 million for the
year ended March 31, 2022, compared to a net loss of $111.03
million for the year ended March 31, 2021. As of Sept. 30, 2022,
the Company had $127.90 million in total assets, $309.99 million in
total liabilities, and a total shareholders' deficit of $182.09
million.
Belfast, United Kingdom-based Ernst & Young LLP, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated June 28, 2022, citing that the Company has incurred
recurring net losses and negative cash flows from operations, its
planned expenditures exceed available funding, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
RAGSTER INVESTMENT: Starts Subchapter V Bankruptcy Case
-------------------------------------------------------
Ragster Investment Group Inc. filed for chapter 11 protection in
the U.S. Bankruptcy Court for the Northern District of Texas. The
Debtor elected on its voluntary petition to proceed under
Subchapter V of chapter 11 of the Bankruptcy Code.
The Debtor filed expedited motions to use cash collateral and pay
employee wages.
According to court filings, Ragster Investment Group estimates $1
million to $10 million in debt owed to 1 to 49 creditors. The
petition states that funds will be available to unsecured
creditors.
About Ragster Investment Group
Ragster Investment Group Inc., doing business as Border 2
Logistics, is a company that operates in the
transportation/trucking/railroad industry.
On Nov. 22, 2022 Ragster Investment Group Inc. filed a petition for
relief under Subchapter V of Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Case No. 22-42825). The petition states funds
will be available to Unsecured Creditors.
Katharine B. Clark has been appointed as Subchapter V trustee.
The Debtor is represented by:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1301 Debbie Lane, Suite 102
PMB 902
Mansfield, TX 76063
RAKKI LLC: Wins Final Cash Collateral Access
--------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Rakki LLC d to use the cash collateral
on a final basis in accordance with the provisions in the projected
budget, with a 10% variance.
As previously reported by the Troubled Company Reporter, a search
in the Texas Secretary of State shows that allegedly secured
positions are held by:
-- On Deck (UCC Filing No. 22-0032336344);
-- MCA Servicing Company (UCC Filing No. 22-0033184326);
-- Kalamata (UCC filing No. 22-0036657667);
-- LiquidBee (UCC filing No. 22-0047333701);
-- Torro (UCC filing No. 22-0047399167);
-- Family Business Fund (UCC filing No. 22-0048507725);
-- Gel Funding/Bridge Funding (UCC filing No. 22-0051894152);
and
-- Spring Funding (UCC filing No. 22-0053533992).
As adequate protection for the use of cash collateral, the parties,
to the extent they have a valid and perfected lien, are granted
replacement liens on all post-petition cash collateral and
post-petition acquired property to the same extent and priority
they possessed as of the Petition Date only as to the diminution in
value of their lien.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3VsvnE5 from PacerMonitor.com.
The Debtor projects $360,928 in cash receipts and $340,370 in total
cash disbursements for 30 days.
About Rakki LLC
Rakki LLC sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Tex. Case No. 22-42669) on November 4, 2022. In
the petition signed by Viet Nguyen, managing member, the Debtor
disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Robert C. Lane, Esq., at The Lane Law Firm, is the Debtor's legal
counsel.
REVERSE MORTGAGE: Seeks Cash Collateral Access, $20MM DIP Loan
--------------------------------------------------------------
Reverse Mortgage Investment Trust Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware, for
authority to use cash collateral and obtain post-petition
financing.
The Debtors seeks to obtain post-petition debtor in possession
financing pursuant to a secured debtor-in-possession new money
facility in an aggregate amount of no less than $20 million from
Leadenhall Capital Partners LLP, as agent on behalf of the
lenders.
The DIP Facility and the Debtors' ability to use cash collateral
are critical to the Debtors' proposed path forward, which centers
on an accelerated, but value-maximizing transfer of the Debtors'
servicing platform to Longbridge Financial, LLC.
As of the time of filing of the Motion, the Debtors remain in
discussions with one of its prepetition warehouse lenders,
Leadenhall Capital Partners, LLP, in addition to BNGL Holdings,
L.L.C. (Parent), The terms of the proposed DIP financing remain
subject to ongoing negotiations between the Debtors, Leadenhall,
Parent, and the Debtors' other stakeholders.
On October 17, 2018, Debtor RMF entered into the Leadenhall MSR
Facility with Leadenhall, which funds the Debtors' reverse
mortgage loan servicing business unit. Through this facility, the
Debtors draw against the market value of their mortgage servicing
rights assets.
On July 13, 2022, RMIT entered into the Prepetition Parent Secured
Loan. In addition, RMF entered into the Prepetition Parent MSR
Facility on November 17, 2022. As adequate protection of
Leadenhall and the Existing Leadenhall Lenders and Parent, the
Prepetition Secured Parties will receive:
a) pursuant to Bankruptcy Code Section 361(2), adequate
protection replacement liens on the Collateral subject to the DIP
Liens and the Existing Loan Liens;
b) a superpriority administrative expense claim as
contemplated by Sections 507(b) and 364(c)(1) of the Bankruptcy
Code, subject to (i) the Carve-Out and (ii) the DIP Superpriority
Claims granted in respect of the DIP Notes obligations;
c) payment to Leadenhall on account of its Existing Loan of
all servicing fees collected from the GNMA MSR [Parties] after the
Petition Date and before the Transfer Date;
d) the assignment to Leadenhall on account of its Existing
Loans of all rights to AAG payments (including, without limitation,
any monthly Premium Recapture Plan component and any AAG Tail GOS
Revenue share payment); and
e) upon entry of the Interim DIP Order, solely payable with
proceeds from the DIP Fee Notes, payment in cash of all reasonable
professional fees and expenses of Leadenhall (Latham & Watkins LLP,
Young, Conaway Stargatt & Taylor LLP, BRG and Moelis).
To the extent not already terminated, the DIP Facility will
automatically and permanently terminate) on the earliest of
following dates:
a) June 1, 2023;
b) 35 days after the Petition Date if the Final DIP Order has
not been entered;
c) the "effective date" of a plan of reorganization filed in
the Chapter 11 Cases that is confirmed pursuant to an order entered
by the Bankruptcy Court; or
d) the date the Chapter 11 Cases are dismissed or converted to
chapter 7 case.
The events that constitute an "Event of Default" include:
a) The filing of any pleading, motion or application seeking,
or the entry of an order authorizing, approving or granting:
(i) conversion of any of the Chapter 11 Cases to a case
under Chapter 7 of the Bankruptcy Code;
(ii) the dismissal of any of the Chapter 11 Cases (or
any subsequent Chapter 7 case);
(iii) appointment of a trustee, examiner or disinterested
person with expanded powers relating to the
operations or the business of any Note Party in the
Chapter 11 Case
(iv) additional post-petition financing or liens on the
Collateral, in each case, without the consent of
Leadenhall and Parent;
(v) any action materially adverse to the DIP Agent or
the DIP Lenders or their rights and remedies in
the Collateral;
(vi) relief from the automatic stay for the benefit of
any other creditor with respect to any material
Collateral without the consent of Leadenhall and
Parent; or
(vii) any Note Party's motion to disallow in whole or
in part the DIP Lenders' claim in respect of the
obligations under the DIP Notes or contest any
material provision of any DIP Notes document;
b) the material failure of any Note Party to comply with any
portion of the DIP Order; and
c) an order is entered by the Bankruptcy Court in any of the
Chapter 11 Cases without the express prior written consent of
Leadenhall and Parent (i) to revoke, reverse, stay, modify,
supplement or amend the DIP Orders in a manner that is inconsistent
with the DIP Notes that adversely affects, and is not otherwise
consented to by, Leadenhall and Parent, (ii) to grant or permit the
grant of a lien on the Collateral.
The Debtors are required to comply with these milestones:
a. By no later December 5, 2022, the Bankruptcy Court will
have approved the DIP Facility on an interim basis.
b. By no later than December 12, 2022, the Bankruptcy Court
has not approved the GNMA MSR Transfer Motion.
c. By no later than December 19, 2022 (unless otherwise
agreed), the deal structure for the GNMA MSR Transfer will be
agreed between the Debtors, Longbridge, Leadenhall, and Ginnie
Mae.
d. By no later than January 3, 2023 (unless otherwise agreed),
the GNMA MSR Transfer will have been consummated.
A copy of the motion is available at https://bit.ly/3iydIfA from
PacerMonitor.com.
About Reverse Mortgage Investment Trust Inc.
Reverse Mortgage Investment Trust Inc. is an originator and
servicer of reverse mortgage loans.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11225) on November
30, 2022.
In the petition signed by Craig Corn, chief executive officer, the
Debtors disclosed up to $50 billion in both assets and
liabilities.
Judge Mary F. Walrath oversees the case.
The Debtors tapped Sidley Austin LLP as general bankruptcy counsel,
Benesch, Friedlander, Coplan, and Aronoff LLO as local bankruptcy
counsel, FTI Consulting Inc. as financial advisor, and Kroll
Restructuring Administration LLC as noticing and claims agent.
Leadenhall Capital Partners LLP, as agent to the postpetition
secured lenders, is advised by Latham & Watkins LLP and Young,
Conaway Stargatt & Taylor LLP, as counsel; BRG, as financial
advisor; and Moelis as investment banker.
REVLON INC: Davis Polk, Kobre 2nd Update on Brandco Lenders
-----------------------------------------------------------
In the Chapter 11 cases of Revlon, Inc., et al., the law firms of
Davis Polk & Wardwell LLP and Kobre & Kim LLP submitted a second
supplemental verified statement under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, to provide an updated list of
holdings by the BrandCo Lenders.
In October 2020, a group formed by lenders under the BrandCo Credit
Agreement, dated as of May 7, 2020, by and among Revlon Consumer
Products Corporation, as borrower, Revlon, Inc. and Jefferies
Finance LLC, as administrative and collateral agent engaged Davis
Polk to represent it in connection with potential transactions with
or any restructuring of the Debtors. In April 2021, Kobre & Kim
entered into an engagement letter to represent the Ad Hoc Group of
BrandCo Lenders as conflicts counsel.
Counsel represents only the Ad Hoc Group of BrandCo Lenders,
certain members of which group are also lenders under the Debtors'
Term DIP Credit Agreement. Each member of the Ad Hoc Group of
BrandCo Lenders is aware of, and has consented to, Counsel's "group
representation" of the Ad Hoc Group of BrandCo Lenders. Counsel
does not represent or purport to represent any entities other than
the Ad Hoc Group of BrandCo Lenders in connection with the Chapter
11 Cases.
On June 16, 2022, Counsel submitted the Verified Statement of Davis
Polk & Wardwell LLP and Kobre & Kim LLP Pursuant to Federal Rule of
Bankruptcy Procedure 2019 [ECF No. 43]. On September 13, 2022,
Counsel submitted the First Supplemental Verified Statement of
Davis Polk & Wardwell LLP and Kobre & Kim LLP Pursuant to Federal
Rule of Bankruptcy Procedure 2019 [ECF No. 698]. Counsel submits
this Second Supplemental Statement to update information contained
in the Initial Verified Statement and the First Supplemental
Statement.
The Members of the Ad Hoc Group of BrandCo Lenders, collectively,
beneficially own, or are the investment advisors or managers for
funds that beneficially own (i) $839,549,823.03 in aggregate
principal amount of the Term B-1 Loans under the BrandCo Credit
Agreement, (ii) $842,036,430.76 in aggregate principal amount of
the Term B-2 Loans under the BrandCo Credit Agreement, (iii)
$14,556,202.87 in aggregate principal amount of the Excess Roll-up
Amount under the BrandCo Credit Agreement, (iv) $22,549,631.76 in
aggregate principal amount of the claim under that certain Term
Credit Agreement, dated as of September 7, 2016, by and among
Revlon Consumer Products Corporation, as borrower, Revlon, Inc. and
Citibank, N.A., as administrative agent and collateral agent, (v)
$19,515,000.00 in aggregate principal amount of 6.25% Senior Notes
due 2024 under that certain Indenture, dated as of August 4, 2016,
by and among Revlon Consumer Products Corporation, as issuer, and
U.S. Bank National Association, as trustee, (vi) $3,829,632.78 in
aggregate principal amount of the Tranche B Term Loans under that
certain Asset-Based Revolving Credit Agreement, dated as of
September 7, 2016, by and among Revlon Consumer Products
Corporation and the local borrowing subsidiaries, as borrowers,
Revlon, Inc., the lenders and issuing lenders party thereto, MidCap
Funding IV Trust, as administrative agent and collateral agent, and
Alter Domus (US) LLC, as tranche B administrative agent, (vii)
$448,456,881.86 in aggregate principal amount of the term loans
under that certain Superpriority Senior Secured
Debtor-in-Possession Credit Agreement, dated as of June 17, 2022,
by and among Revlon Consumer Products Corporation, as borrower,
Revlon, Inc., the lenders party thereto, and Jefferies Finance LLC,
as administrative agent and collateral agent, and (viii)
$160,000.00 of vendor put protection.
As of Nov. 28, 2022, members of the Ad Hoc Group of BrandCo Lenders
and their disclosable economic interests are:
Angelo, Gordon & Co., L.P.
245 Park Ave #26
New York, NY 10167
* $160,499,185.71 in aggregate principal amount of the Term B-1
Loans under the BrandCo Credit Agreement
* $133,764,930.19 in aggregate principal amount of the Term B-2
Loans under the BrandCo Credit Agreement
* $58,724,475.78 in aggregate principal amount of the DIP Term
Loans
* $160,000 of vendor put protection
ASOF Holdings II, L.P.
c/o ASOF Investment Management
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
* $62,677,159.00 in aggregate principal amount of the Term B-1
Loans under the BrandCo Credit Agreement
* $21,968,150.00 in aggregate principal amount of the DIP Term
Loans
Cyrus Capital Partners, L.P.
65 E 55th St
New York, NY 10022
* $47,755,899.00 in aggregate principal amount of the Term B-1
Loans under the BrandCo Credit Agreement
* $57,614,387.00 in aggregate principal amount of the Term B-2
Loans under the BrandCo Credit Agreement
* $30,384,208.00 in aggregate principal amount of the DIP Term
Loans
Deutsche Bank AG Cayman Islands Branch
c/o Deutsche Bank Securities Inc.
One Columbus Circle, 7th Floor
New York, New York 10019
* $19,623,577.00 in aggregate principal amount of the Term B-1
Loans under the BrandCo Credit Agreement
* $170,267.00 in aggregate principal amount of the Term B-2 Loans
under the BrandCo Credit Agreement
* $275,552.00 in aggregate principal amount of the 2016 Term Loan
* $6,757,362.00 in aggregate principal amount of the DIP Term
Loans
Diameter Capital Partners LP
55 Hudson Yards Suite 29B
New York, NY 10001
* $81,905,893.79 in aggregate principal amount of the Term B-1
Loans under the BrandCo Credit Agreement
* $45,957,134.26 in aggregate principal amount of the DIP Term
Loans
Glendon Capital Management L.P.
2425 Olympic Blvd, Suite 500E
Santa Monica, CA 90404
* 88,462,287.70 in aggregate principal amount of the Term B-1
Loans under the BrandCo Credit Agreement
* $189,683,520.99 in aggregate principal amount of the Term B-2
Loans under the BrandCo Credit Agreement
* $11,024,713.51 in aggregate principal amount of the Excess Roll-
up Amount under the BrandCo Credit Agreement
* $9,515,000.00 in aggregate principal amount of the 2024 Senior
Notes
* $3,829,632.78 in aggregate principal amount of the Tranche B
Term Loans under the Asset-Based Revolving Credit Agreement
* $85,108,538.94 in aggregate principal amount of the DIP Term
Loans
King Street Capital Management, L.P.
299 Park Ave #40
New York, NY 10171
* $91,227,289.85 in aggregate principal amount of the Term B-1
Loans under the BrandCo Credit Agreement
* $192,725,452.64 in aggregate principal amount of the Term B-2
Loans under the BrandCo Credit Agreement
* $89,009,810.08 in aggregate principal amount of the DIP Term
Loans
Nut Tree Capital Management, LP
55 Hudson Yards, 22nd Floor
New York, NY 10001
* $42,003,669.00 in aggregate principal amount of the Term B-1
Loans under the BrandCo Credit Agreement
* $121,126,934.00 in aggregate principal amount of the Term B-2
Loans under the BrandCo Credit Agreement
Oak Hill Advisors, L.P.
1 Vanderbilt Ave 16th Floor
New York, NY 10017
* $217,612,998.98 in aggregate principal amount of the Term B-1
Loans under the BrandCo Credit Agreement
* $84,150,580.05 in aggregate principal amount of the Term B-2
Loans under the BrandCo Credit Agreement
* $3,531,489.36 in aggregate principal amount of the Excess Roll-
up Amount under the BrandCo Credit Agreement
* $9,018,808.77 in aggregate principal amount of the 2016 Term
Loan
* $95,957,547.80 in aggregate principal amount of the DIP Term
Loans
Paloma Partners Management Company
Two American Lane
Greenwich, CT 06831
* $33,535,672.89 in aggregate principal amount of the Term B-2
Loans under the BrandCo Credit Agreement
* $13,255,270.99 in aggregate principal amount of the 2016 Term
Loan
* $10,000,000.00 in aggregate principal amount of the 2024 Senior
Notes
140 Summer Partners Master Fund LP
1450 Broadway
New York, NY 10018
* $27,781,863.00 in aggregate principal amount of the Term B-1
Loans under the BrandCo Credit Agreement
* $29,264,686.00 in aggregate principal amount of the Term B-2
Loans under the BrandCo Credit Agreement
* $14,589,655.00 in aggregate principal amount of the DIP Term
Loans
Counsel to the Ad Hoc Group of BrandCo Lenders can be reached at:
DAVIS POLK & WARDWELL LLP
Eli J. Vonnegut, Esq.
Angela M. Libby, Esq.
Stephanie Massman, Esq.
450 Lexington Avenue
New York, NY 10017
Telephone: 212-450-4331
Facsimile: 212-701-5331
E-mail: eli.vonnegut@davispolk.com
angela.libby@davispolk.com
stephanie.massman@davispolk.com
- and -
KOBRE & KIM LLP
Danielle L. Rose, Esq.
Daniel J. Saval, Esq.
800 Third Avenue
New York, NY 10022
Telephone: 212-488-1209
Facsimile: 212-488-1220
E-mail: danielle.rose@kobrekim.com
adam.lavine@kobrekim.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3EZP8vG
About Revlon Inc.
Revlon Inc. (NYSE: REV) manufactures, markets and sells an
extensive array of beauty and personal care products worldwide,
including color cosmetics; fragrances; skin care; hair color, hair
care and hair treatments; beauty tools; men's grooming products;
anti-perspirant deodorants; and other beauty care products. Today,
Revlon's diversified portfolio of brands is sold in approximately
150 countries around the world in most retail distribution
channels, including prestige, salon, mass, and online.
Since its breakthrough launch of the first opaque nail enamel in
1932, Revlon has provided consumers with high-quality product
innovation, performance and sophisticated glamour. In 2016, Revlon
acquired the iconic Elizabeth Arden company and its portfolio of
brands, including its leading designer, heritage and celebrity
fragrances.
Revlon is among the leading global beauty companies, with some of
the world's most iconic and desired brands and product offerings in
color cosmetics, skin care, hair color, hair care and fragrances
under brands such as Revlon, Revlon Professional, Elizabeth Arden,
Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy
Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos,
Christina Aguilera and AllSaints.
Revlon, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 22-10760) on June 15, 2022. Fifty affiliates, including Almay,
Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also
sought bankruptcy protection on June 15 and June 16, 2022.
Revlon disclosed total assets of $2,328,093,000 against total
liabilities of $3,689,240,395 as of April 30, 2022.
The Hon. David S. Jones is the case judge.
PJT Partners is acting as financial advisor to Revlon and Alvarez &
Marsal is acting as restructuring advisor. Paul, Weiss, Rifkind,
Wharton & Garrison LLP is acting as legal advisor to the Company.
Mololamken, LLC, is the conflicts counsel. Kroll, LLC, is the
claims agent.
REVLON INC: DIP Lenders Extend RSA Milestone to Dec. 15
-------------------------------------------------------
Revlon, Inc., and its affiliated debtors have disclosed in a recent
regulatory filing with the Securities and Exchange Commission that
they have obtained an amendment to their DIP credit facility that
extended a required milestone date.
Specifically, the required milestone date for the Debtors to enter
into an Acceptable Restructuring Support Agreement has been
extended from November 15 to December 14. Notwithstanding the DIP
RSA Milestone Extension, the Debtors said they still remain on
target to emerge from Chapter 11 bankruptcy by April 15, 2023.
In connection with their Chapter 11 Cases, the Debtors entered
into:
(i) the Super-Priority Senior Secured Debtor-in-Possession
Asset-Based Credit Agreement, dated June 30, 2022, by and among
Revlon Consumer Products Corporation, as the Borrower, Revlon Inc.,
as Holdings, the lenders party thereto and MidCap Funding IV Trust,
as Administrative Agent and Collateral Agent; and
(ii) the Super-Priority Senior Secured Debtor-in-Possession
Credit Agreement, dated as of June 17, 2022, by and among Products
Corporation, as the Borrower, Revlon, as Holdings, the lenders
party thereto and Jefferies Finance LLC, as Administrative Agent
and Collateral Agent.
On November 13, 2022, the Debtors amended (i) Section 6.20(e) of
the DIP ABL Credit Agreement and (ii) Section 6.17(e) of the DIP
Term Loan Credit Agreement, providing that the required milestone
date for the Debtors to enter into an Acceptable Restructuring
Support Agreement (as defined in the DIP ABL Credit Agreement and
the DIP Term Loan Credit Agreement) has been extended from November
15, 2022 to December 14, 2022.
The DIP Amendments were agreed to by the lenders under the DIP
Credit Agreements as an accommodation to allow the Debtors to
document and further negotiate an agreement in principle on the
terms of a proposed plan of reorganization among the Debtors,
certain of the Company's prepetition lenders under the previously
disclosed 2020 BrandCo Credit Agreement (which lenders also control
the majority of the loans outstanding under the DIP Term Loan
Credit Agreement), certain other constituencies and the Unsecured
Creditors' Committee in the Debtors' Chapter 11 Cases.
About Revlon Inc.
Revlon Inc. (NYSE: REV) manufactures, markets and sells an
extensive array of beauty and personal care products worldwide,
including color cosmetics; fragrances; skin care; hair color, hair
care and hair treatments; beauty tools; men's grooming products;
anti-perspirant deodorants; and other beauty care products. Today,
Revlon's diversified portfolio of brands is sold in approximately
150 countries around the world in most retail distribution
channels, including prestige, salon, mass, and online.
Since its breakthrough launch of the first opaque nail enamel in
1932, Revlon has provided consumers with high-quality product
innovation, performance and sophisticated glamour. In 2016, Revlon
acquired the iconic Elizabeth Arden company and its portfolio of
brands, including its leading designer, heritage and celebrity
fragrances.
The Court denied a request by minority shareholders for appointment
of an official equity holders committee.
RIGHT ON BRANDS: Agrees Not to Use "Endo" Mark in Products
----------------------------------------------------------
Right on Brands, Inc. has signed a settlement and coexistence
agreement with Endo Pharmaceuticals, Inc. Endo objected to the
Company's use of the Endo Brands and Endo Drops brands based on
their ownership of various trademarks with "endo" in them.
The Company agreed to (i) neither use nor apply to register the
Endo Brands in connection with prescription or over-the-counter
pharmaceutical preparations or pharmaceutical goods that require a
prescription, and (ii) not apply for "endo" on its own as a
trademark. Endo agreed not to object to any attempt by the Company
to register a mark not in violation of this agreement and both
parties not to use a use a brand or product with "endo" as part of
its name if it is already being used by the other party.
The geographic scope of the agreement is the United States and its
term is from the reporting date until Endo, or its successor or
assign, expressly abandons the Endo Mark.
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.
SKY INN: Jan. 9, 2023 Plan Confirmation Hearing Set
---------------------------------------------------
Sky Inn Operation, Inc., et al., filed with the U.S. Bankruptcy
Court for the Western District of Texas a Disclosure Statement and
Amended Joint Chapter 11 Plan of Reorganization.
On Nov. 28, 2022, Judge Tony M. Davis approved the Disclosure
Statement and ordered that:
* Jan. 9, 2023, at 2:45 p.m. is the hearing on confirmation of
the Plan.
* Jan. 3, 2023, at 5:00 p.m. is fixed as the last day to file
objections to confirmation, including any objections to proposed
cure amounts identified in the Plan.
* Jan. 3, 2023, at 5:00 p.m. is fixed as the last day to file
ballots accepting or rejecting the plan.
A copy of the order dated Nov. 28, 2022, is available at
https://bit.ly/3H78Hol from PacerMonitor.com at no charge.
Attorneys for Sky Inn Operation, Inc., d/b/a Staybridge Suites
Austin Airport and Austin Airport Suites, LLC:
Kell C. Mercer, Esq.
KELL C. MERCER, P.C.
901 S Mopac Expy Bldg. 1 Ste 300
Austin, TX 78746
Tel: (512) 627-3512
Fax: (512) 597-0767
E-mail: kell.mercer@mercer-law-pc.com
- and -
C. Daniel Roberts, Esq.
C. DANIEL ROBERTS, P.C.
PO Box 6368
Austin, TX 78762
Tel: (512) 494-8448
E-mail: droberts@cdrlaw.net
About Sky Inn Operation and Austin Airport
Sky Inn Operation, Inc., owns real property locally known as the
Staybridge Hotel located at 1611 Airport Commerce Drive, Austin,
Texas. Austin Airport Suites, LLC, an affiliate, is renting the
hotel pursuant to a lease agreement dated June 23, 2008.
Sky Inn Operation and Austin Airport Suites sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Lead Case No.
22-10134) on Feb. 28, 2022.
In their petitions, Sky Inn Operation disclosed up to $50 million
in assets and up to $10 million in liabilities while Austin Airport
disclosed up to $500,000 in assets and up to $10 million in
liabilities. Armando Batarse Cardenas, president of Sky Inn Hotels
& Suites and sole shareholder, signed the petitions.
Judge Tony M. Davis oversees the cases.
C. Daniel Roberts, PC and Kell C. Mercer PC, serve as the Debtors'
legal counsels.
SURGERY PARTNERS: S&P Alters Outlook to Positive, Affirms 'B-' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Surgery Partners Inc. to
positive from stable and affirmed its 'B-' issuer credit rating.
S&P said, "Our positive outlook reflects our view that operating
performance will continue improving, with revenue growth in the
high-single digits to low-double digits over each of the next two
years on higher revenue per case from higher acuity cases,
contribution from acquisitions, and new physician recruitment, and
aided by lower interest expense and a greater likelihood of
sustained free cash flow after several years of cash flow
deficits."
S&P expects Surgery Partners to raise about $886 million through
the sale of common stock.
In addition to the approximate $661 million raised through the
completed public offering, the company is raising another $225
million in a private placement with their largest shareholder Bain
Capital.
S&P expects Surgery Partners to use the majority of the proceeds to
repay debt.
S&P said, "We believe the company will pay down any balance on its
revolving credit facility, pay down a portion of other debt
instruments, and retain about $120 million - $150 million for
general corporate purposes. As a result, we expect S&P Global
Ratings'-adjusted debt to EBITDA will improve to 7.4x in 2023 and
6.8x in 2024. We expect this will lower interest expense by $30
million-$35 million, improving cash flow. We now forecast
discretionary cash flow, after capital expenditures and
distribution to non-controlling interests, of about $70 million-$80
million by the end of 2023, compared with our prior forecast of
about $30 million."
Physician recruiting efforts help drive revenue growth.
A key component of Surgery Partners' growth strategy is to actively
recruit new physicians each year as an increasing percentage of
more complex procedures are being performed at ASCs as opposed to
in hospitals. The company focuses on the most attractive
specialties in their recruiting efforts, particularly
musculoskeletal (MSK) and cardiology.
Surgery Partners has been able to maintain margins despite a
difficult inflationary and labor environment
The company has worked with its Group Purchasing Organization (GPO)
to effectively manage its supply costs amid the current high
inflationary environment. Furthermore, Surgery Partners, like other
ASC providers, is not as adversely affected by contract labor needs
compared with other health care service providers, most notably
hospitals. Still, S&P believes the inflationary environment remains
a headwind and remains a risk to margins.
The company is adequately hedged against interest rate risk.
With the caps and hedges in place, the company has no exposure to
rising interest rates until 2025.
Investment in new sites burdens cash and pressures margins.
In addition to acquisitions supplementing organic growth, the
company employs a de novo strategy to expand its operations and
grow revenue. Opening new facilities, which the company does every
year, burdens cash flow because of working capital needs until the
new sites mature. Similarly, new sites pressure margins for the
first 12 months after they open until they become profitable. The
company has recently indicated it plans to pursue an accelerated
focus on de novo development.
S&P said, "Our positive outlook reflects our view of continued
improved operating performance with revenue growth in the
high-single digits to low-double digits over each of the next two
years on higher revenue per case from higher acuity cases,
contribution from acquisitions, and new physician recruitment. We
also anticipate the company will begin to generate positive cash
flow, after capital expenditures and distributions to
non-controlling interests, after several years of cash flow
deficits.
"We could revise the outlook back to stable if we believe the
company will generate only modest cash flow, after capital
expenditures and distribution to non-controlling interests. This
scenario would entail little to no organic revenue growth and
margin expansion.
"We could raise the rating if we believe Surgery Partners will
generate sustained free cash flow (after distributions to
non-controlling interests) in excess of $40 million."
ESG credit indicators: E-2 S-2 G-2
SYMBIONT.IO LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Symbiont.io, LLC
500 7th Avenue
New York, NY 10018
Case No.: 22-11620
Business Description: The Debtor offers computer systems design
and related services.
Chapter 11 Petition Date: December 1, 2022
Court: United States Bankruptcy Court
Southern District of New York
Judge: Hon. Philip Bentley
Debtor's Counsel: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM PLLC
87 Walker Street
Floor 2
New York, NY 10013
Email: lmorrison@m-t-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Smith as chief executive officer.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IYMCZSQ/Symbiontio_LLC__nysbke-22-11620__0001.0.pdf?mcid=tGE4TAMA
SYNDIGO LLC: US$160M Bank Debt Trades at 28% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Syndigo LLC is a
borrower were trading in the secondary market around 72.4
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$160 million facility is a term loan. The loan is scheduled
to mature on December 15, 2028. The amount is fully drawn and
outstanding.
Syndigo LLC operates as a marketing agency. The Company provides
brands and retailers with an integrated platform that enables the
efficient transfer of core and product attributes between brands
and their customers.
TALEN ENERGY: Reaches Global Settlement, Amends Plan
----------------------------------------------------
Talen Energy Supply, LLC, et al., submitted a Further Revised Joint
Chapter 11 Plan and Disclosure Statement dated November 28, 2022.
The Debtors filed an amended Plan to reflect the following:
* the terms of the Global Plan Settlement that was reached
between (i) the Debtors, (ii) the Consenting Parties, (iii) the CAF
Consenting Parties, (iv) the First Lien Non-CAF Consenting Parties,
(v) the TEC Consenting Parties, (vi) the Creditors' Committee, and
(vii) the GUC Trustee (collectively, the "Global Settlement
Parties") following a successful mediation held by the Honorable
Judge David R. Jones;
* Talen Energy Corporation ("TEC") anticipates filing a
chapter 11 petition to become a Debtor and will join the Plan in
order to effectuate certain Restructuring Transactions, with all of
TEC's creditors to remain unimpaired by the Plan; and
* the removal of provisions in the Plan relating to a
potential Sale Transaction given that the Bid Deadline passed on
November 14, 2022 and the Debtors did not receive any Qualified
Bids, as announced in the Notice of No Qualified Bids and
Cancellation of Auction, filed on November 17, 2022.
Most notably, the Plan contains enhanced recoveries for Holders of
General Unsecured Claims in Class 5A, an increased threshold for
General Unsecured Convenience Claims in Class 6, and improved
treatment for Holders of Claims asserted for damage caused directly
or indirectly by Winter Storm Uri (such timely asserted Claims, the
"Uri Claims"), which have been separated into a new Class 5B
(Classes 5A, 5B, and 6, together with Classes 3A, 3B, and 4,
collectively, the "Voting Classes" or "Voting Claims").
On Nov. 17, 2022, the Global Settlement Parties reached an
agreement in principle with respect to a global settlement of all
of the Creditors' Committee's outstanding issues in these Chapter
11 Cases, including those related to the October 26 Plan and the
settlements contemplated thereunder (the "Global Plan Settlement"
and, collectively with the CAF Settlement, the First Lien Non-CAF
Settlement, and the TEC Global Settlement, the "Plan
Settlements").
Under the Debtors' October 26 Plan, Holders of Allowed General
Unsecured Claims in Class 5 were entitled to an aggregate recovery
of $2 million, as allocated according to the Value Allocation (the
"Value Allocation"). As a result of the Global Plan Settlement,
Holders of Allowed General Unsecured Claims in Class 5A will
receive improved treatment. The Plan, as amended, provides for the
establishment of a trust on the Effective Date to administer,
process, settle, resolve, liquidate, satisfy, and pay General
Unsecured Claims and General Unsecured Convenience Claims (the "GUC
Trust"). The GUC Trust's assets will be comprised of the following:
* $26.05 million in Cash (the "GUC Cash Pool");
* 10% of the net proceeds, if any, recovered by the Debtors
pursuant to the PPL Adversary Proceeding, subject to a cap of $11
million (the "GUC PPL Recovery Pool");
* $200,000 in Cash, which shall be used for purposes of making
distributions to Holders of Allowed General Unsecured Convenience
Claims (the "General Unsecured Convenience Claims Fund"); and
* the Committee Budget Excess, if any (and, collectively with
the GUC Cash Pool, the GUC PPL Recovery Pool, and General Unsecured
Convenience Claims Fund, the "GUC Trust Assets").
Under the Global Plan Settlement, each Holder of an Allowed General
Unsecured Claim will receive an interest in the GUC Trust which
shall entitle such Holder to receive, in full and final
satisfaction of its Allowed General Unsecured Claim, a share of the
GUC Trust Assets net of the General Unsecured Convenience Claims
Fund and after the amounts necessary to administer the GUC Trust
(the "GUC Trust Expenses") have been paid in full or otherwise
reserved for. For the avoidance of doubt, Holders of General
Unsecured Claims will no longer receive New Common Equity or Rights
Offering Subscription Rights on account of their Allowed Claims.
As amended, the Plan provides that Class 6 (General Unsecured
Convenience Claims) will consist of Claims that are Allowed in the
amount of $2,000 or less that would otherwise be Allowed General
Unsecured Claims. Holders of Allowed Claims in Class 6 (General
Unsecured Convenience Claims) will receive a Pro Rata share of a
$200,000.00 cash pool, with such Pro Rata share to be determined
based on the aggregate amount of all Allowed General Unsecured
Convenience Claims against all Debtors.
Pursuant to the RSA First Amendment, on August 26, 2022, the
Debtors launched the Sale Process to solicit, initiate, facilitate,
encourage, develop and negotiate one or more proposals for an
alternative restructuring to the Equitization Transaction. On
October 26, 2022, the Bankruptcy Court entered the Disclosure
Statement Order, approving, among other things, the Bidding
Procedures (the "Bidding Procedures"). The Bidding Procedures set a
deadline for Third-Party Bidders to submit Qualified Bids by
November 14, 2022 at 4:00 p.m. (the "Bid Deadline").
The Debtors did not receive any Qualified Bids by the Bid Deadline,
and therefore elected to cancel the previously scheduled Auction
and to move forward with the Equitization Transaction. Accordingly,
the Debtors have modified the Plan to remove all references to the
Sale Process, Sale Transaction, Post-Sale Estates, Third-Party
Bids, and related terms.
The Debtors have added two additional Classes of Claims and
Interests in connection with TEC's prospective filing of a chapter
11 petition: (i) Class 12, consisting of all TEC Creditor Claims,
which will be Unimpaired; and (ii) Class 13, consisting of all TEC
Existing Equity Interests, which will be extinguished upon the
Effective Date. Holders of TEC Creditor Claims and TEC Existing
Equity Interests will receive a Notice of Non-Voting Status and
Opt-Out Form.
The Debtors or the Reorganized Debtors will continue to defend or
prosecute, at their sole expense, the following litigation matters:
(i) Asbestos Claims; (ii) Kinder Morgan Litigation; (iii) Montana
Hydroelectric Litigation; (iv) Pension Litigation; (v) PPL
Adversary Proceeding; (vi) the action brought in December 2020 by
Richard Burnett and Colstrip Properties, Inc. against Talen Montana
and non-Debtor Does 1–10 seeking compensatory and punitive
damages for personal injury and property damage allegedly caused by
the Colstrip Project, as subsequently amended to add the Co-Owners
and Westmoreland Rosebud Mining LLC as defendants and approximately
100 additional plaintiffs (the "Burnett Litigation"); and (vii) the
Colstrip Arbitration ((i)–(vii) collectively, the "Excluded
Litigation Matters").
Attorneys for the Debtors:
Gabriel A. Morgan, Esq.
Clifford W. Carlson, Esq.
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 1700
Houston, TX 77002
Telephone: (713) 546-5000
Facsimile: (713) 224-9511
- and -
Matthew S. Barr, Esq.
Alexander Welch, Esq.
WEIL GOTSHAL, & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
About Talen Energy Corp.
Allentown, Pennsylvania-based Talen Energy Corp. is an independent
power producer founded in 2015. Riverstone Holdings LLC completed
its acquisition of the remaining 65% stake of Talen Energy in 2016
for $5.2 billion.
Talen Energy Corporation, through subsidiary Talen Energy Supply
LLC, is one of the largest competitive power generation and
infrastructure companies in North America. Through subsidiary
Cumulus Growth, TEC is developing a large-scale portfolio of
renewable energy, battery storage, and digital infrastructure
assets across its expansive footprint. On the Web:
https://www.talenenergy.com/
TES owns and/or controls approximately 13,000 Megawatts of
generating capacity in wholesale U.S. power markets, principally in
the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based TES
runs 18 power generation facilities, at eight of which rely on
natural gas to make electricity.
Talen Energy Supply, LLC, and 71 affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 22-90054) on May 9,
2022. The Hon. Marvin Isgur is the case judge.
Talen Energy Corporation (TEC), its Cumulus Growth subsidiary, and
TES' LMBE subsidiaries are excluded from the in-court process.
TES has retained Weil Gotshal & Manges LLP as its legal advisor,
Evercore as its investment banker and Alvarez & Marsal as its
financial advisor for its restructuring. Kroll is the claims
agent.
TEC is represented by PJT Partners as financial advisors and Vinson
& Elkins as legal counsel.
Cumulus Growth is represented by Ardea Partners and DH Capital as
its investment bankers, and Gibson Dunn as legal counsel.
The Consenting Noteholders are represented by Kirkland & Ellis LLP
and Rothschild & Co US Inc.
TATOOSH DISTILLERY: 9700 B4 Buys Intellectual Property for $85K
---------------------------------------------------------------
Tatoosh Distillery, LLC, asks the U.S. Bankruptcy Court for the
Western District of Washington to approve the sale to 9700 B4
Holdings, LLC, for $85,000 of all tangible and intangible assets,
including the following:
(a) The complete formulas, recipes, know-how, and
instructions to produce and sell all of the Products, including any
proposed or created but not yet implemented changes to any of the
formulas;
(b) Trade name, trademarks, service marks, including but not
limited to U.S. Registered No. 4289334 for TATOOSH DISTILLERY,
design blueprints and layout, and other tangible and intangibles,
technical know-how, and intellectual property related to the
Business, including without limitation, manufacturing (including
label, bottling components, suppliers, glass, etc.), production and
distribution know-how, phone numbers and contact info, database,
correspondences, documentation, records, and all relevant Business
history, including without limitation history of production,
customers, supplies, manufacturers, and distributors;
(c) All other intangibles owned by Company or Owner related
to the Business including good will, websites, domain names,
photos, and labels;
(d) State and Federal process and licensing approvals; and
(e) All relevant costs and budgetary spreadsheets.
Mr. Turner marketed and solicited offers to purchase these assets,
as production by the company itself was no longer economically
feasible. The physical assets of the company were liquidated and
the funds generated were used to pay the majority of the
corporation’s debts. Loans from him covered the shortfall, with
the exception of those few other creditors who remain as part of
this proceeding and who will be paid pursuant to the confirmed Plan
of Reorganization.
The offer received and memorialized in the Asset Purchase Agreement
was the highest and best offer received, was made in good faith,
and the result of an arm's-length negotiation. The Buyer will not
be assuming any currently existing or past liabilities of the
Debtor; it has agreed to cover a limited dollar amount of taxes
incurred as result of the transaction (if any) and only those for
which an amount has been estimated and incorporated into the
proposed Order. Any other tax liability not included in the Order
will be borne by the entity incurring the tax. If the Debtor owes
any tax, it will be paid by the Debtor through the Plan of
Reorganization.
The offer is for fair market value based upon the current market
conditions for resale of this type of IP. In exchange for
acquiring these assets from the Debtor, the Buyer will pay the
Debtor the sum of $85,000. The proceeds of the sale will be
distributed as described in the Plan of Reorganization.
To summarize the terms of the pending Plan: (1) Administrative
Claims and Priority Tax and Wage Claims will be paid 100%; (2)
non-insider general unsecured claims will be paid 100%; (3) insider
priority and general unsecured claims will be subordinated to
non-insider claims, and they will receive a pro rata dividend of
the remaining funds.
The Plan is set for confirmation concurrently with the Motion. The
sale will be closed after confirmation of the Debtor's proposed
Plan. The proceeds will be distributed pursuant to that confirmed
Plan of Reorganization as outlined or as amended prior to
confirmation. On the effective date of the Plan, all property of
the Debtor's estate will vest in the reorganized Debtor, free and
clear of all claims and interests.
The Debtor is working with the Buyer such that the Due Diligence
period will run concurrently with the Notice period for the Motion.
During this Due Diligence period, the Debtor and the Buyer will
work to address certain specific contingencies of the sale.
Those contingencies are:
1. Execution of an employment agreement by and between Troy
Turner and Buyer;
2. The entry of an order by the Bankruptcy Court approving
the sale and transfer of Assets to the Buyer free and clear of all
liens, claims, and interests;
3. Proof that all creditors and interest holders or members
of the Debtor were served with a copy of the Motion to Sell;
4. Findings by the Bankruptcy Court that the Buyer is (i) not
a successor or alter ego to Seller and (ii) Buyer is a good faith
purchaser; and
5. Successful confirmation of a Plan of Reorganization of the
Debtor under Chapter 11 of the Bankruptcy Code.
The Motion (and its Proof of Service) will resolve contingencies 2,
3, and 4. Confirmation of the Plan resolves contingency 5. Upon
delivering the orders approving the Asset Purchase Agreement and an
order confirming the Plan of Reorganization, the sale is expected
to close as soon as Dec. 15, 2022.
For the foregoing reasons, the Debtor respectfully requests that
the Court enters an order approving the sale of the intellectual
property, free and clear of liens and encumbrances, and that the
Debtor be authorized to pay the other expenses, costs, and
obligations described.
A hearing on the Motion was set for Dec. 1, 2022, at 11:00 a.m.
About Tatoosh Distillery
Tatoosh Distillery, LLC filed a voluntary petition for relief
under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Wash.
Case No. 22-11693) on Oct. 19, 2022, with as much as $1 million in
both assets and liabilities. Virginia Andrews Burdette has been
appointed as Subchapter V trustee.
Judge Marc Barreca oversees the case.
Kathryn P. Scordato, Esq., at Vortman & Feinstein serves as the
Debtor's legal counsel.
TG INTEGRATION: Unsecureds to Split $25K in Liquidating Plan
------------------------------------------------------------
TG Integration, LLC, et al., filed with the U.S. Bankruptcy Court
for the Western District of Michigan a Joint Combined Disclosure
Statement and Plan of Liquidation dated November 29, 2022.
The Debtors Integration, Turnkey, and Coatings (the "Gaming
Entities") worked in a linear progression towards the manufacturing
of unique metal products, such as slot machines. Debtor
Manufacturing was originally an automobile parts supplier.
On April 18, 2019, Turnkey, Coatings, and Manufacturing entered
into a loan agreement with Bank of America ("BOA"), under which BOA
made available to these Debtors a line of credit in the original
principal amount of $5,000,000, and a term loan in the original
principal amount of $2,000,000. These obligations were secured by
security agreements against all assets of Turnkey, Coatings, and
Manufacturing, and repayment of the BOA debt was personally
guaranteed by Mr. Achtenberg. The assets of Integration are not
secured by the BOA debt. Turnkey, Coatings, and Manufacturing owe
pre-petition amounts to BOA of approximately $6,167,655.00.
As a result of events, the Debtors and their professionals
determined that a going concern sale of the Gaming Entity assets
was in the best interest of the Debtors, their creditors, and the
bankruptcy estate. After exploration of all reasonable options, the
Debtors, through consultation with its management and
professionals, determined that a going concern sale would allow the
Debtors to maximize the value of its assets, to avoid a disorderly
liquidation that would have likely led to a scenario wherein no
distributions would have been made other than to the secured
creditor, leaving pre-petition tax and employee claims as well as
post-petition claims unpaid.
Ultimately, these efforts resulted in an offer from an independent
unrelated third party, The Owl Group, to purchase the Gaming
Entities (Integration, Turnkey, and Coatings) as a going concern
for substantially all the assets of the Gaming Entity Debtors.
After ongoing negotiations with the Debtors' professionals, and
after extensive efforts to increase the offer price and numerous
rounds of negotiations, a final offer was eventually obtained for
the sum of $777,100.00, plus an additional amount of $100,000.00 to
be used for post-petition employee payroll (total of $877,100). The
Gaming Entity Debtors were sold by Order of the Bankruptcy Court to
a buyer as a going concern, and a closing occurred on July 1, 2022.
The assets of the Debtors have all been sold or liquidated. Secured
Lender Bank of America has a valid first position security interest
and lien on the proceeds of those sales, as previously detailed in
the motions and court orders approving those sales.
The liquidating plan as proposed will pay in full all priority tax
and employee claims, all post-petition payroll claims and known
administrative claims. Unsecured creditors will receive a pro-rata
distribution of $25,000.00, which the secured lender Bank of
America agreed to as a carve out in the early stages of these
proceedings. Professional fees will be paid in at a significantly,
voluntarily reduced compromised amount in order for these proposed
distributions to be made.
Keller & Almassian, PLC, and Gantry Business Solutions LLC
anticipate a write down of their professional fees by a combined
approximate amount of $200,000.00. The professionals and Bank of
America have made significant efforts to ensure the administrative
insolvency of these Estates was avoided. Debtors' estimation of a
distribution to unsecured creditors in a Chapter 7 proceeding would
be $0.
Class 1 consists of all Priority Non-Tax Claims against. This
includes employees of Debtors who have not received full payment of
their pre-petition wages, subject to the statutory cap of $13,650.
This amount is $79,373.49, comprised of a priority wage claim and a
U.S. Custom and Border Protection claim. Unless a different
treatment is agreed upon by the parties that does not conflict with
the Joint Plan or the Bankruptcy Code, each Priority Non-Tax Claim
will be unimpaired under the Joint Plan and will be paid in full on
the Effective Date or as soon as practically possible thereafter.
Class 2 consists of the secured claims of Bank of America and Great
America Financial Services Corporation, as follows:
* Bank of America: Owed pursuant to a Loan Agreement dated
April 18, 2019, as amended by a Waiver and Amendment No. 1 to Loan
Agreement dated January 31, 2020, under which Bank of America
("BOA") made available to Debtors Manufacturing, Coatings, and
Turnkey, a line of credit in the original principal amount of
$5,000,000 (Facility No. 1 Commitment) and a term loan in the
original principal amount of $2,000,000 (Facility No. 4 Commitment)
(as amended, the "Loan Agreement"). BOA has agreed to be paid
$845,000 in full satisfaction of its allowed secured claims. Any
deficiency balance will be treated as a Class 3 General Unsecured
Claim.
* Great America Financial Services: Owed $4,139.21 for the
purchase of a Model 4005 Shredder. Great America Financial Services
will be paid $977.30, on its secured claim. The deficiency balance
will be treated as a Class 3 General Unsecured Claim.
Class 3 consists of all Allowed Unsecured Claims. Each Holder of an
Allowed Unsecured Claim will receive (i) upon the Effective Date, a
release from any liability under Avoidance Actions; plus (ii) upon
the later of the Distribution Date or the date on which all other
Allowed Administrative Expense Claims (professionals will reduce
their fees) and Class 1 Claims have been paid in full, a Pro Rata
share of $25,000. Class 3 Claims are Impaired.
Class 4 consists of all equity interests in Debtor. All interests
will be cancelled. Class 4 interests will not receive any
distribution under the Joint Plan on account of such Equitable
Interests. Class 4 Equitable Interests are Impaired.
The Plan provides for the liquidation and conversion of all of the
Debtors' remaining assets to Cash and the distribution of the net
proceeds realized from the sale of assets to creditors holding
Allowed Claims in accordance with the treatment set forth in the
Plan.
A full-text copy of the Combined Disclosure Statement and Plan
dated November 29, 2022, is available at https://bit.ly/3OZZvEd
from PacerMonitor.com at no charge.
Counsel to Debtors:
A. Todd Almassian, Esq.
Greg J. Ekdahl, Esq.
Nicholas S. Laue, Esq.
KELLER & ALMASSIAN, PLC
230 E. Fulton Street
Grand Rapids, MI 49503
(616) 364-2100
Telephone: talmassian@kalawgr.com
gekdahl@kalawgr.com
nlaue@kalawgr.com
About TG Integration LLC
TG Integration, LLC, sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. W.D. Mich. Case No. 22-00615) on March 27,
2022. In the petition signed by Kevin Kyle, president, the Debtor
disclosed up to $1 million in assets and up to $500,000 in
liabilities.
Judge John T. Gregg oversees the case.
A. Todd Almassian, Esq., at Keller & Almassian, PLC, is serving as
the Debtor's counsel.
THREE STAR: Proposes Private Sale of 1997 M&W Trailer for $10.5K
----------------------------------------------------------------
Three Star Trucking, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Greenville Division, to
authorize the private sale of its 1997 M&W Trailer, VIN
1M9L15925VA024790, to Wilson Trailer Sales & Service, Inc., for
$10,500.
The Debtor's schedules are not yet due to be filed and have not
been filed; however, among its currently owned personal property is
the Trailer.
The Debtor seeks the authority to sell its interest in the Property
by private sale to the Buyer for the gross purchase price of
$10,500.
The proposed sale was procured by the Debtor without the aid of a
broker or auctioneer and does not require employment of
professional persons by the Court. The proceeds from the proposed
sale of the Property would not be subject to auctioneer or broker
fees.
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 liens and/or security interests in favor of
The First Bank and Trust Co.
B. Any and all property taxes due and owing to any City,
County or municipal corporation, and more particularly, to the
Greene County Tax Department.
C. 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, and any and all other taxing
and government authorities.
The described liens will attach to the proceeds of sale, if any.
The net proceeds will be paid to the holders of valid liens and
security interests, in accordance with their respective priority.
Lastly, the Debtor asks that the 14-day stay applicable to orders
authorizing the sale of the Property pursuant to Rule 6004(h) of
the Federal Rules of Bankruptcy Procedure be waived.
About Three Star Trucking, LLC
Three Star Trucking, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02512-5-JNC) on
November 2, 2022. In the petition signed by Charles L. Stokes, Jr,
manager, the Debtor disclosed up to $500,000 in both assets and
liabilities.
George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek,
PLLC, is the Debtor's legal counsel.
TIMOTHY D. RIEDEL: Selling Phoenix Property to JTCJ LLC for $735K
-----------------------------------------------------------------
Timothy Dean Riedel and Ann J. Ridel ask the U.S. Bankruptcy Court
for the District of Arizona to authorize the sale of their real
property located at 5327 E. Pinchot Ave., in Phoenix, AZ 85018,
legally described as Lot 74 Sherwood Towne Tract A MCR 005732, to
JTCJ LLC for $735,000, or such higher offers received.
The Debtors are the sole owners of the Real Property. It was
acquired by Mr. Riedel on Dec. 10, 2004 as his sole and separate
property. Later that same day, Mr. Riedel conveyed the property to
himself and his wife Ann J. Riedel.
On July 3, 2006, a Deed of Trust was issued to "Timothy D. Riedel
and Ann J. Riedel, husband and wife, as community property with
right of survivorship." The property was refinanced on Dec. 13,
2006 to the predecessor of the first mortgage holder. The Deed of
Trust listed the grantors as Timothy D. Riedel and Ann. J. Riedel,
husband and wife.
The Debtors' realtor has found the Buyer for the Real Property at
the price of $735,000. The Real Property consists of a single
family home. There is approximately $386,170.19 owing to Lakeview
Loan Servicing, LLC on the first mortgage. Pending approval by the
Court, the sale transaction is scheduled for Dec. 9, 2022.
JUNO Financial LLC holds a judgment attached as Exhibit F, against
Contigo Products, LLC and Timothy Riedel. Mrs. Riedel is not a
party to the judgment and the marital community is not a party to
the judgment.
Select Portfolio Servicing, Inc will not be paid through the sale.
Maricopa County Treasurer will be paid in full at closing for any
property tax owing.
The proceeds from the sale of the Real Property will be used to pay
in full the following entities at closing:
a. Lakeview Loan Servicing, LLC (Mortgage) - $386,170.19
(pursuant to POC #14) plus accruing interest
b. Maricopa County Treasurer (Property taxes) - $2,655.82
(estimated property tax owing)
The Property will be sold free and clear of the following interests
because it is the Debtors' understanding that these creditors
assert no interest in the property. Indeed, Juno Financial LLC has
filed an unsecured Proof of Claim in this bankruptcy. Further,
Portfolio Servicing Inc. has issued Cancellation of Debt and filed
no Proof of Claim. Therefore, the Motion proposes to pay these
entities nothing from the sale.
There has not been an appraisal of the Real Property. The Real
Property has been on the market since July of 2022. Given the
length of time on the market, the Debtors believe $735,000 is fair
market value for the Real Property given its present condition.
Sean O'Carroll is the Court approved real estate agent. The
contract provides for real estate commissions of 5.4%.
The Debtors respectfully requests entry of an order approving the
sale of the Real Property to the Buyer for $735,000 or such higher
and better offers as may be received; authorizing them to close the
sale transaction in accordance with the terms and conditions of
the Purchase Contract; and authorizing the payment of all closing
costs, escrow fees, property taxes, and real estate commissions,
with the balance of the net sale proceeds to be paid pursuant to
the above Table of Entities Holding Interest in Real Property.
A copy of the Purchase Contract is available at
https://tinyurl.com/yc8e5avx from PacerMonitor.com free of charge.
Timothy Dean Riedel and Ann J Ridel sought Chapter 11 protection
(Bankr. D. Ariz. Case No. 22-04684) on July 18, 2022. The Debtors
tapped Ronald J. Ellett, Esq., at Ellett Law Offices, P.C. as
counsel.
TUFF TURF: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Tuff Turf Inc.
5948 Merriam Dr
Shawnee, KS 66203-3162
Case No.: 22-21176
Business Description: The Debtor is a privately-owned and operated
company that offers commercial property
maintenance and snow and ice management
services.
Chapter 11 Petition Date: December 2, 2022
Court: United States Bankruptcy Court
District of Kansas
Judge: Hon. Dale L. Somers
Debtor's Counsel: Ryan A. Blay, Esq.
Jeffrey L. Wagoner, Esq.
Errin P. Stowell, Esq.
Ryan M. Graham, Esq.
WM LAW, PC
15095 West 116th Street
Olathe, KS 66062
Tel: (913) 422-0909
Fax: (913) 428-8549
Email: blay@wagonergroup.com
jeffwagoner@wagonergroup.com
stowell@wagonergroup.com
graham@wagonergroup.com
Total Assets: $670,640
Total Liabilities: $1,484,129
The petition was signed by Matt Nelson as
vice-president/secretary.
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/X2RMLGY/Tuff_Turf_Inc__ksbke-22-21176__0001.0.pdf?mcid=tGE4TAMA
TURNER OAKWOOD: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized Turner Oakwood Properties,
LLC to use cash collateral on an interim basis for its
post-petition, necessary and reasonable operating expenses, as
detailed in the December 2022 budget.
The Debtor requires access to the cash collateral generated by its
operations in order to allow it to remain in business.
On October 16, 2006, Celeste Turner and Augusta Turner signed a
promissory note in favor of Wells Fargo Bank, N.A., in the original
principal balance of $248,000. The note is secured by a deed of
trust and assignment of rents recorded in Book 12217, at Page 1868,
of the Wake County Registry, which encumbers 404 E. Edenton Street.
Upon information and belief, SN Servicing is the servicer of the
loan.
On October 26, 2006, Celeste Turner and Augusta Turner signed a
promissory note in favor of Countrywide Bank, N.A., in the original
principal balance of $227,500.
The note is secured by a deed of trust and assignment of rents
recorded in Book 12236, at Page 1382, of the Wake County Registry,
which encumbers 6 N. Bloodworth Street. Shellpoint is the servicer
of this loan.
As adequate protection for the Debtor's use of cash collateral, the
Cash Collateral Creditors are granted postpetition replacement
liens on the same assets to which their liens attached
pre-petition, to the same extent, and with the same validity and
priority as existed on the petition date.
These events constitute an "Event of Default:"
a. The Debtor will fail to comply with any of the terms or
conditions of the Order;
b. The Debtor will fail to maintain insurance;
c. The Debtor will use cash collateral other than as agreed in
the Order; or
d. Appointment of a trustee or examiner in this proceeding, or
the conversion of the case to a proceeding under Chapter 7 of the
Bankruptcy Code.
A further hearing on the matter is set for January 9 at 12:30 p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3Vw9yDu from PacerMonitor.com.
The Debtor projects $2,700 in total income and $2,624 in total
expenses for its 404 E. Edenton property.
About Turner Oakwood Properties, LLC
Turner Oakwood Properties, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02049) on
September 12, 2022. In the petition signed by Augusta Bernadette
Turner, manager, the Debtor disclosed up to $1 million in both
assets and liabilities.
Judge David M. Warren oversees the case.
William Kroll, Esq., at Everett Gaskins Hancock LLP, is the
Debtor's counsel.
V.N.D. LLC: $2.9-Mil. Sale of Jamestown Property to KLC Approved
----------------------------------------------------------------
Judge Shon Hastings of the U.S. Bankruptcy Court for the District
of North Dakota enters a Second Amended Order authorizing V.N.D.
LLC's sale of the property located at 410 10th Street SE, in
Jamestown, North Dakota 58401, to KLC Holdings, LLC, or its assigns
for $2.9 million.
The Court approves the Debtor's decision to agree to the terms and
conditions in the Purchase Agreement and to execute the Addendum to
Purchase Agreement. Additionally, it approves the revisions
suggested in the Stipulation to Amend Amended Order.
The Court does not adopt or endorse any legal conclusions included
in the purchase agreement or addendum unless provided in the Order.
The Sale is free and clear of all liens, claims, encumbrances, and
other interests, and such interests will attach to the proceeds of
the sale.
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:
a. NAI Hoffman Broker Fee - 2.5% of purchase price: $72,500
b. Property Resources Group Broker Fee – 2.5% of purchase
price: $72,500
c. The Title Company Closing Costs: $2,500 (approximate)
The Debtor (or a third-party escrow agent) is also authorized to
pay Farmers Insurance Group Federal Credit Union $2 million 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.
All sale proceeds in excess of the sums listed will be deposited in
the Debtor's DIP account.
Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the 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.
VALLEY TRANSPORTATION: Unsecureds Get $17K Per Quarter for 3 Years
------------------------------------------------------------------
Valley Transportation, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of California a Chapter 11 Subchapter V
Plan dated November 29, 2022.
The Debtor is a California "S" corporation that has been in
operation since 1988. VTI has 37 employees. It operates out of two
facilities. One is located in Fresno, where it has its corporate
office, and the other is located in Bakersfield.
One of the significant causes of this Chapter 11 was a suit filed
in August 2022 by Andrew Mendoza claiming he had been wrongfully
discharged in 2021. The suit has a tortured procedural history.
Immediately upon filing this Chapter 11, the Debtor was hit with an
emergency motion for relief from stay. The Court did not initially
grant the motion but ultimately did modify the stay to allow the
Superior Court to handle the liquidation by the disputed Class 5
claim. The liquidation process may take as long as 18-22 months. A
trial date has not been set.
This is an operating plan. From operating revenues, Creditors will
be paid in the order of priority set in the Bankruptcy Code. The
Debtor will commit its net revenues to the Plan for 3 years.
The Debtor will continue its operations and use proceeds to pay its
creditors in the ordinary course of business in the order of
priority set out in the Bankruptcy Code. The Debtor will pay in
full its Administrative Claims, Administrative Convenience Claims
and Priority Claims.
Class 4 consists of Allowed Unsecured Claims of $2,500.00 or less,
or those who have claims for greater than $2,500.00 who elect to
reduce their claim to $2,500.00 or less when completing the ballot.
Within 14 days after the Effective Date, Class 4 claims will be
paid in full.
Class 5 consists of Allowed Unsecured Claims and is impaired under
the Plan. Distributions of $17,100 per quarter will be made on a
pro-rata basis for three years or until all Class 5 claims are
paid, whichever is earlier. Claims will not accrue interest. A
reserve will be maintained for disputed claims. Distributions will
be made pro rata.
Each holder of an Equity Interest will retain such Equity Interest
notwithstanding the Confirmation of the Plan but receive no
distributions on account of Equity Interests until Class 5 is paid
in full.
The Company intends to operate in the ordinary course of business
and from ongoing operations it will pay creditors, having allowed
claims in the order of priority set out in the Bankruptcy Code.
The Debtor's budget of revenues and expenses ("Budget") demonstrate
the best efforts for the period of January 2023 to March 2025.
Quarterly distributions of $17,100 for 3 years beginning 60 days
after the Effective Date on a pro rata basis to Class 5 unsecured
creditors. A reserve for disputed claims will be maintained. The
effective date of the Plan will be 30 days after the Confirmation
Order becomes final.
A full-text copy of the Subchapter V Plan dated November 29, 2022,
is available at https://bit.ly/3HbMUMi from PacerMonitor.com at no
charge.
Attorneys for Debtor:
WANGER JONES HELSLEY
Riley C. Walter, Esq.
Steven K. Vote, Esq.
265 E. River Park Circle, Suite 310
Fresno, California 93720
Telephone: (559) 490-0949
E-Mail: rwalter@wjhattorneys.com
svote@wjhattorneys.com
About Valley Transportation
Valley Transportation, Inc., is a Fresno-based company that
provides pickup and delivery services.
On Sept. 1, 2022, Valley Transportation filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif.
Case No. 22-11540), with between $1 million and $10 million in
assets and between $500,000 and $1 million in liabilities. Deborah
Simpson, chief executive officer of Valley Transportation, signed
the petition.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Holsley as
bankruptcy counsel; Hatmaker Law Group and Raimondo Miller, a Law
Corporation as special counsels; and Dritsas Groom McCormick, LLP
as accountant.
VENUS CONCEPT: Completes $6.72 Million Private Placement Financing
------------------------------------------------------------------
Venus Concept Inc. said it has completed a non-brokered private
placement of convertible preferred stock and common stock of the
Company. Pursuant to the Private Placement, an aggregate of
3,185,000 Preferred Shares and 1,750,000 Common Shares were issued,
resulting in aggregate gross proceeds to the Company of $6.72
million before offering expenses, which will be used for working
capital and general corporate purposes.
The Common Shares were issued at a price of $0.20 per share, and
the Preferred Shares were issued at $2.00 per share. Each
Preferred Share is convertible into 10 Common Shares (i) at the
option of the holder or (ii) at the option of the Company within 30
days following the earlier of (a) the 30-trading day VWAP of the
Common Shares exceeding $1.25 or (b) the Company reporting two
consecutive fiscal quarters of positive free cash flow.
The Preferred Shares portion of the financing was led by the
Company's existing investors: EW Healthcare Partners, Masters
Special Situations, LLC and its affiliates, and HealthQuest
Capital. The Common Shares portion of the financing was led by
Rajiv De Silva, chief executive officer of Venus Concept, Dr.
Hemanth Varghese, president & chief business officer of Venus
Concept, and Dr. S. Tyler Hollmig, an independent director of Venus
Concept.
"We appreciate the continued support from our existing investors
who participated in this capital raise," said Rajiv De Silva, chief
executive officer of Venus Concept. "This financing provides Venus
Concept with additional capital to advance our operating
initiatives, key R&D priorities and the ongoing comprehensive
assessment of the Company, which is currently underway. This
assessment is focused on achieving a profitable and sustainable
growth profile for the Company. We expect to commence
implementation of the transformation plan resulting from the
assessment during the first quarter of 2023. We intend to update
the investment community on our progress as part of our fourth
quarter earnings call in March 2023."
The offer and sale of the foregoing securities are being made in a
transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and will be sold in a private
placement pursuant to Section 4(a)(2) and/or Regulation D of the
Securities Act. The securities may not be offered or sold in the
United States absent registration or pursuant to an exemption from
the registration requirements of the Securities Act and applicable
state securities laws. The Company has agreed to file a
registration statement covering the resale of the Common Shares
acquired by the investors in the private placement, including the
Common Shares issuable upon conversion of the Preferred Shares.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $22.14 million for the year
ended Dec. 31, 2021, compared to a net loss of $82.82 million for
the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company
had $120.63 million in total assets, $110.61 million in total
liabilities, and $10.01 million in total stockholders' equity.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
28, 2022, citing that the Company has reported recurring net losses
and negative cash flows from operations, that raises substantial
doubt about its ability to continue as a going concern.
VEREGY CONSOLIDATED: US$248M Bank Debt Trades at 16% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Veregy Consolidated
Inc is a borrower were trading in the secondary market around 84.5
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$248 million facility is a term loan. The loan is scheduled
to mature on November 3, 2027. About US$243 million of the loan is
withdrawn and outstanding.
Headquartered in Phoenix, Arizona, Veregy provides energy
efficiency design and implementation services primarily for
municipalities, universities, K-12 schools, and hospitals. The
Company is privately held by Court Square Capital Partners.
VEREGY INTERMEDIATE: S&P Alters Outlook to Neg., Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global ratings revised its outlook on Veregy Intermediate Inc.,
a Phoenix, Ariz.-based provider of energy efficiency services, to
negative from stable and affirmed all ratings including the 'B-'
issuer credit rating.
The negative outlook reflects that S&P could lower its ratings over
the next 12 months if EBITDA deteriorates further, tightening
liquidity, or S&P views the capital structure as unsustainable.
Veregy's FOCF has eroded due to EBITDA declines and rising interest
rates, and liquidity could tighten significantly over the next 12
months if EBITDA continues to fall. Veregy has substantially
underperformed our initial expectations since its leveraged buyout
in late 2020. Its small EBITDA base steadily declined about 25% to
roughly $35 million as of Sept. 30, 2022, and we do not forecast
material improvement through 2023. While the company had adequate
liquidity sources as of Sept. 30 of about $72.7 million, we expect
the cash balance to decline in the fourth quarter and Veregy to end
2022 with about $55 million-$60 million total liquidity. We believe
Veregy's liquidity position is at risk to deteriorate more rapidly
over the next 12 months if earnings declines continue over the next
few quarters. In this scenario, the company would begin to burn
through the cash on its balance sheet and credit agreement-defined
net leverage could exceed 8.5x. While Veregy has about $40 million
availability on its revolving credit facility, the facility has a
springing covenant that limits borrowings to 35% (about $15
million) if leverage exceeds 8.5x.
Supply chain constraints continue to pressure margins in 2023.
Veregy's revenue has been impaired by supply chain delays,
increasing lead times and a delay in revenue recognition. Most of
its backlog is fixed-price contracts with municipalities that
require governmental approvals and are funded with taxpayer
dollars. With increased lead times, rising inflation, and little
ability to increase pricing, margins have come under pressure,
declining 100 basis points in 2022. We expect margin pressure to
continue into 2023. While we ultimately expect supply chain
constraints to ease in 2023, the timeframe is uncertain.
Positive industry trends and Veregy's new bookings growth could
provide stability in 2024 if supply chain delays ease. Despite
increased lead times on equipment, signed backlog is up 40% year
over year. Veregy's backlog continues to increase with strong
bookings as the company expands operations into new markets. S&P
said, "Veregy continues strong demand for its services with
regulatory tailwinds such as the Inflation Reduction Act, which we
expect will make energy efficiency projects more affordable through
government subsidies and provide a better return on investment to
Veregy's customers. However, we do not expect these regulatory
initiatives will contribute meaningfully to revenues until 2024."
The negative outlook reflects that S&P could lower its ratings over
the next 12 months if EBITDA deteriorates further, tightening
liquidity, or it views the capital structure as unsustainable.
S&P could lower the ratings if it expects cash flow deficits to
tighten total liquidity sources below $20 million or it determines
the capital structure is unsustainable. This could occur if:
-- Competitive pressure, contract mispricing, cost overruns,
project delays, or project underperformance sustain EBITDA declines
and negative cash flow generation; and
-- Net leverage increases above 8.5x, which would limit revolver
availability to about $15 million.
S&P could revise the outlook to stable if supply chain constraints
ease, allowing the company to:
-- More quickly complete projects in its backlog;
-- Increase EBITDA; and
-- Consistently generate positive FOCF.
ESG credit indicators: E-2, S-2, G-3
VERNER D. NELSON: Sells Excess Personal Property Thru Turning Point
-------------------------------------------------------------------
Verner D. Nelson and Donna L. Nelson ask the U.S. Bankruptcy Court
for the Northern District of Iowa to authorize the sale of their
excess personal property, much of which has been stored at their
various real properties.
The Debtors own the Property. They wish to liquidate some of that
property to generate funds for the estate and avoid the costs and
hassles associated with further storing this property, especially
as their real properties are being liquidated.
The personal property they wish to liquidate includes: wicker
furniture, china, collectibles, antiques, furniture, primitives,
trunks, bathtubs, a butcher block table, light fixtures,
appliances, vintage clothing, windows, children's toys, glassware,
an antique stove, old and new books, lamps, old tools, a dentist
chair, a doctor's patient table, dressers, beds, Christmas decor,
miscellaneous holiday decor, pictures, and shelves.
The Debtors are contemporaneously applying to employ Turning Point
Estate Sales to conduct a tag sale to liquidate this personal
property. Exhibit 1 is the proposed contract between the estate
and Turning Point, including Turning Point's proposed compensation.
The Debtors propose to compensate Turning Point out of the
proceeds of the proposed sales of personal property at a commission
rate of 40% (or a minimum of $1,800 if the sales income is less
than $4,000) and an advertising fee of $45. They do not believe
any entity has a lien on or security interest in this property.
A copy of Exhibit 1 is available at https://tinyurl.com/3xcms3u6
from PacerMonitor.com free of charge.
Verner D. Nelson and Donna L. Nelson sought Chapter 11 protection
(Bankr. N.D. Iowa Case No. 21-00759) on Aug. 18, 2021. The
Debtors
tapped Austin Peiffer, Esq., as counsel.
VISION DEMOLITION: May Use Cash Collateral Thru Dec 8
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana,
Indianapolis Division, authorized Vision Demolition and Excavating,
LLC to use cash collateral in accordance with the provisions of the
prior Interim Cash Use Orders, except as modified, including any
amount held in an account that was subject to a garnishment order
on the Petition Date, in the ordinary course of business on a
continued interim basis through December 8, 2022.
The Debtor is permitted to use cash collateral in accordance with
the budget, with a 10% variance.
The Debtor represented that Commercial Credit Group may have made
loans to the Debtor pursuant to various loan documents.
The Debtor is indebted to the Secured Creditor in total
approximately $732,486.
As adequate protection, the Secured Creditor will be granted valid
and perfected security interests and replacement liens in the cash
collateral and in the post-petition property of the Debtor of the
same nature and to the same extent and in the same priority held in
the cash collateral on the Petition Date. The Adequate Protection
Liens will be valid and fully perfected without any further action
by any party and without the execution or the recordation of any
control agreements, financing statements, security agreements, or
other documents.
As adequate protection to CCG with respect to its interest in
non-cash collateral assets, the Debtor will make monthly adequate
protection payments to CCG in the amount of $21,013, starting on
December 3, 2022 and continuing on the third day of each month
thereafter until the effective date of a confirmed chapter 11
plan.
Unless agreed to by CCG in writing or otherwise extended by the
Court, after notice and hearing, the Debtor's authorization to use
the cash collateral will immediately cease and terminate on the
earliest to occur of: (a) the date on which CCG provides, via
facsimile, e-mail or overnight mail, written notice to the Debtor
or Debtor's counsel, of the occurrence of an Event of Default, and
the expiration of a five business day cure period; or (b) December
8, 2022 or a later date as the Court orders.
These events constitute an "Event of Default:"
a. The removal of the Debtor as debtor-in-possession;
b. The Debtor's Chapter 11 case is converted to a Chapter 7
case or dismissed;
c. The Debtor fails to comply with any term of the Order,
including but not limited to its payment obligations and compliance
with the Budget;
d. The Debtor makes any payment not set forth in the Budget;
and
e. The Debtor fails to comply with any of the adequate
protection or reporting obligations set forth therein.
A final hearing on the matter is set for December 8 at 1:30 p.m.
via Zoom.
A copy of the order is available at https://bit.ly/3VRfSoZ from
PacerMonitor.com.
About Vision Demolition and Excavating, LLC
Vision Demolition and Excavating, LLC is an excavating contractor
specializing in both residential and commercial projects. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Ind. Case No. 22-04156) on October 17, 2022. In
the petition signed by Stacy Payne Miller, president, the Debtor
disclosed $818,300 in assets and $1,060,830 in liabilities.
Judge Jeffrey J. Graham oversees the case.
KC Cohen, Esq., at KC Cohen, Lawyer, PC, is the Debtor's legal
counsel.
VISTAGEN THERAPEUTICS: Chief Medical Officer Resigns
----------------------------------------------------
Dr. Mark A. Smith notified Vistagen Therapeutics, Inc. of his
intention to depart from the Company as chief medical officer,
effective Dec. 1, 2022.
Following his departure, Dr. Smith will serve as a member of the
Company's Clinical and Regulatory Advisory Board and provide
consulting services to the Company regarding the development of its
product candidates, including, but not limited to, PH94B, PH10 and
AV-101.
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics,
Inc. -- http://www.vistagen.com-- is a biopharmaceutical company
committed to developing and commercializing innovative medicines
with the potential to go beyond the current standard of care for
anxiety, depression, and other CNS disorders.
VistaGen reported a net loss and comprehensive loss of $47.76
million for the fiscal year ended March 31, 2022, compared to a
net
loss and comprehensive loss of $17.93 million for the fiscal year
ended March 31, 2021. As of Sept. 30, 2022, the Company had $40.70
million in total assets, $11.10 million in total liabilities, and
$29.60 million in total stockholders' equity.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2006, issued a "going concern"
qualification in its report dated June 23, 2022, citing that the
Company has suffered negative cash flows from operations and
recurring losses from operations since inception, resulting in an
accumulated deficit of $267.6 million as of March 31, 2022, that
raise substantial doubt about its ability to continue as going
concern.
W.A. LYNCH CONSTRUCTION: Case Summary & Top Unsecured Creditors
---------------------------------------------------------------
Debtor: W.A. Lynch Construction, LLC
5323 W. Minnestota Street
Indianapolis, IN 46241
Case No.: 22-04836
Description: W.A. Lynch is a leader in the construction industry
focused on commercial concrete, construction, design,
and build.
Chapter 11 Petition Date: December 1, 2022
Court: United States Bankruptcy Court
Southern District of Indiana
Judge: Hon. Jeffrey J. Graham
Debtor's Counsel: Harley K. Means, Esq.
KROGER, GARDIS & REGAS, LLP
111 Monument Circle
Suite 900
Indianapolis, IN 46204
Tel: 317-692-9000
Fax: 317-264-6832
Email: HMeans@kgrlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by William A. Lynch as president.
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/6YAMMGA/WA_Lynch_Construction_LLC__insbke-22-04836__0001.0.pdf?mcid=tGE4TAMA
WESTERN GLOBAL: Moody's Affirms B2 CFR & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Investors Service affirmed Western Global Airlines, Inc. B2
Corporate Family Rating and B3 long-term senior unsecured rating
and revised the company's outlook to negative from stable.
Affirmations:
Issuer: Western Global Airlines, Inc.
Corporate Family Rating, Affirmed B2
Senior Unsecured Regular Bond/Debenture, Affirmed B3
Outlook Actions:
Issuer: Western Global Airlines, Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Moody's revised Western Global's outlook to negative from stable
due to the company's weakened liquidity position. As of September
30, 2022, Western Global's cash position was a relatively low $27
million, and Moody's estimates that the company will only generate
free cash flow of approximately $20 million in the next 12 months
if capital expenditures normalize. The company's $47.5 million
revolving credit facility, which expires on February 15, 2025, is
also fully drawn, limiting its alternative sources of liquidity.
Western Global's liquidity is also restricted by full asset
encumbrance.
Moody's affirmed Western Global's ratings, reflecting the favorable
operating environment for cargo aircraft lessors and Moody's
expectation that the company's profitability will gradually improve
over the next 12-18 months. Moody's expects that the company will
benefit from additional flying for the US military as well as from
additional earnings from recently conformed aircraft and engines.
In recent periods, the company has faced challenges in its ability
to manage higher operating costs, including fuel expenses.
Western Global's modest scale, aged fleet composition, high
customer concentration (top three customers were 64% of total
revenue as of September 30, 2022) and negative tangible equity
remain credit challenges. The company's customers change rather
frequently, further adding to potential volatility in performance.
For example, in the third quarter of 2022, the top three customers
were Amazon, Kerry Freight, and KPS World Transportation, whereas
in 2020 Western Global relied on Department of Defense, UPS and
Amazon for the majority of its revenue (52%). Western Global
typically has contractual arrangements with its largest customers,
although they are mostly 6-12 months long. Additional challenges
include a potential global economic slowdown and unabating
geopolitical risks.
Moody's anticipates that Western Global's debt-to-EBITDA leverage
(3.4x as of September 30, 2022 incorporating Moody's standard
adjustments and pro forma for the fuel expenses the company had to
incur due to a pilot shortage) will edge lower over the next 12
months as the company reallocates some of its capacity to the US
military in the event that cargo demand subsides and partial debt
repayment with the proceeds from potential asset sales.
Additionally, flying cargo for the US military should result in
reduced fuel expenses for the company. The leverage levels will
also depend on the company's ability to manage its expenses more
efficiently and the debt it will incur to finance its new Boeing
777-F.
A further credit challenge is Western Global's negative tangible
common equity, reflecting $196 million of negative equity
associated with the purchase of a portion of shares from its
existing shareholders on behalf of the employee share ownership
trust. The company makes annual contributions to the ESOP (Employee
Stock Ownership Plan) Trust, which enable it in turn to make annual
loan repayments to the company of the same amount. This process
will eventually eliminate the negative equity position.
Moody's rates Western Global's senior unsecured notes B3, one notch
lower than its CFR, reflecting the notes' unsecured priority
relative to secured term loan A and their higher proportion in
Western Global's capital structure. The senior unsecured notes are
guaranteed on an senior unsecured basis by Western Global and
certain of its restricted subsidiaries.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Western Global increases its scale
and demonstrates a longer-term track record of profitable growth
and effectiveness of its governance arrangements. Maintenance of a
conservative financial policy, including debt-to-EBITDA leverage of
below 5.0x on a sustained basis and a stronger liquidity position,
would also be positive for the ratings.
Unexpected customer losses, increased competition leading to a
decline in market share, or an inability to effectively manage
costs ultimately leading to lower revenue or EBITDA could result in
a ratings downgrade. Acquisitions, shareholder distributions,
delays in the completion of currently contemplated financing that
worsen liquidity, other actions that increase debt-to-EBITDA above
6.0x, or a further deterioration in liquidity could also result in
a ratings downgrade.
Headquartered in Estero, Florida, Western Global Airlines is an air
cargo platform that provides air cargo services to airlines,
logistics companies and U.S. military worldwide. The company had
$400 million in aircraft assets and managed a fleet of 21 aircraft
(17 McDonnel Douglas MD-11 and four Boeing 747-400) as of September
30, 2022.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
WHITE RABBIT: Wins Cash Collateral Access Thru Jan 3
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington at
Vancouver authorized White Rabbit Ventures, Inc., dba Matrix
Roofing, and Home Solutions dba Matrix Roof+Home to use cash
collateral on a further interim basis in accordance with the budget
through January 3, 2023.
The U.S. Small Business Administration is granted a replacement
lien in the Debtor's postpetition assets, to the same extent,
validity, and priority it had in the Debtor's prepetition assets,
excluding any security interests in avoidance actions pursuant to
Sections 506(c), 544, 545, 547, 548, and 549 of the Bankruptcy
Code, and without prejudice to the ability of the Debtor or its
creditors to contest the amount, validity and priority of the
replacement lien.
A continued hearing on the matter is scheduled on January 3 at 9
a.m. via Zoom.
A copy of the order and the Debtor's budget for December 2022 is
available at https://bit.ly/3P0PaYD from PacerMonitor.com.
The Debtor projects 216,587 in total expenses.
About White Rabbit Ventures, Inc.
White Rabbit Ventures, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40173) on
February 14, 2022. In the petition signed by Wendy J. Marvin, chief
executive officer, the Debtor disclosed up to $1 million in assets
and up to $10 million in liabilities.
Judge Mary Jo Heston oversees the case.
Geoffrey Groshong, Esq., at Groshong Law PLLC is the Debtor's
counsel.
WILLIAM HOLDINGS: Has Deal with SBA on Cash Collateral Access
-------------------------------------------------------------
William HOldings, LLC and the U.S. Small Business Administration
advised the U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division, that they have reached an
agreement regarding the Debtor's use of cash collateral and now
desire to memorialize the terms of this agreement into an agreed
order.
Pre-petition, on June 20, 2020, the Debtor executed a U.S. Small
Business Administration Note, pursuant to which the Debtor obtained
an Economy Injury Disaster Loan in the amount of $150,000. The
Original Note was subsequently amended on April 12, 2022,
increasing the SBA Loan amount to a cumulative total of $473,200.
The terms of the Modification of Note require the Debtor to pay
principal and interest payments of $2,402 every month beginning 24
months from the date of the Original Note over the 30-year term of
the SBA Loan, with a maturity date of July 20, 2050. The SBA Loan
has an annual rate of interest of 3.75% and may be prepaid at any
time without notice of penalty.
As evidenced by a Security Agreement executed on June 20, 2020, and
the Amended SBA Loan Authorization and Agreement executed on April
12, 2022, and a validly filed UCC-1 filing on June 29,2020 as
Filing Number 20-7799262822, the SBA Loan is secured by all
tangible and intangible personal property.
The parties agree that the Debtor may use cash collateral through
February 28, 2023 for payment of the ordinary and necessary
expenses.
The Debtor's use of cash collateral may be renewed upon subsequent
stipulation with SBA or by order of this Court on Debtor's Cash
Collateral Motion.
As adequate protection, retroactive to the Petition Date, the SBA
will receive a replacement lien on all post-petition revenues of
the Debtor to the same extent, priority and validity that its lien
attached to the cash collateral. The scope of the replacement lien
is limited to the amount (if any) that cash collateral diminishes
post-petition as a result of the Debtor's post-petition use of cash
collateral.
The SBA will be entitled to a super-priority claim over the life of
the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections
503(b), 507(a)(2) and 507(b), which claim shall be limited to any
diminution in the value of SBA's collateral, pursuant to the SBA
Loan, as a result of Debtor's use of cash collateral on a
post-petition basis.
The Debtor also will remit payments to the SBA in the amounts and
terms as set forth in the applicable SBA Loan documents, with the
first payment due on or before December 20,2022.
A hearing on the matter is set for December 15, 2022 at 11:30 a.m.
A copy of the stipulation is available at https://bit.ly/3umlVpM
from PacerMonitor.com.
About William Holdings LLC
William Holdings LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14708) on August 29,
3033. In the petition filed by Kameron Segal, as CEO, the Debtor
reports estimated assets and liabilities between $10 million and
$50 million each.
The Debtor is represented by the Law Offices of Michael Jay Berger.
WILLIAMS LAND: Parker Poe Advises on PNC Bank, Balboa Capital
-------------------------------------------------------------
In the Chapter 11 cases of Williams Land Clearing, Grading, and
Timber Logger, LLC, the law firm of Parker Poe Adams & Bernstein,
LLP submitted a verified statement under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, to disclose that it is representing
the following entities:
PNC Bank, National Association
655 Business Center Drive
Horsham, Pennsylvania 19044
Balboa Capital Corporation
575 Anton Boulevard, 12th Floor
Costa Mesa, California 92626
Parker Poe represents PNC in its capacity as a creditor and party
in interest.
Parker Poe represents Balboa in its capacity as a creditor and
party in interest.
PNC and Balboa have been informed of the joint representation and
believe that there is no conflict of interest with respect to the
joint representation.
Parker Poe claims no interest or amounts with respect to this case,
but instead represents the clients named herein and its claims
and/or interests.
Counsel for PNC and Balboa can be reached at:
Brian D. Darer, Esq.
Parker Poe Adams & Bernstein LLP
301 Fayetteville Street, Suite 1400
Raleigh, NC 27601
Tel: (919) 828-0564
E-mail: briandarer@parkerpoe.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3ulaFtB
About Williams Land Clearing, Grading,
and Timber Logger
Williams Land Clearing, Grading and Timber Logger, LLC is an
excavating contractor in Raleigh, N.C.
Williams Land sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02094) on Sept. 16,
2022, with between $10 million and $50 million in assets and
between $1 million and $10 million in liabilities. Lamonte
Williams, manager, signed the petition.
Judge Pamela W. Mcafee oversees the case.
The Debtor tapped William P, Janvier, Esq., at Stevens Martin
Vaughn & Tadych, PLLC as bankruptcy counsel; Burns, Day & Presnell,
P.A. as special counsel; and Country Boys Auction & Realty Company,
Inc. as valuation consultant.
WILLIE J. MINGO: Seeks to Sell Monroe Township Property for $750K
-----------------------------------------------------------------
Willie J. Mingo filed with the U.S. Bankruptcy Court for the
District of New Jersey a notice of his proposed sale of the real
property located at 14 Mayer Ct., Monroe Township, Middlesex
County, NJ 08831, to Desiree Mingo for $750,000.
A hearing on the Motion is set for Dec. 8, 2022, at 10:00 a.m.
A copy of the Sales Contract is available at
https://tinyurl.com/4sp5bmwx from PacerMonitor.com free of charge.
The Purchaser:
Desiree Mingo
14 Mayer Ct.
Monroe, NJ 08831
Willie J. Mingo sought Chapter 11 protection (Bankr. D.N.J. Case
No. 21-14623) on June 3, 2021. The Debtor tapped Allen Gorski,
Esq., at Gorski & Knowlton as counsel.
WINC INC: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ -------
Winc, Inc. 22-11238
1751 Berkeley Street, Studio 3
Santa Monica, CA 90404
BWSC, LLC 22-11239
Winc Lost Poet, LLC 22-11240
Business Description: The Debtors develop, produce, and sell
alcoholic beverages through wholesale and
direct to consumer business channels in
conjunction with winemakers, vineyards,
distillers, and manufacturers, both
domestically and internationally. The
Debtors' products are available at
retailers and restaurants throughout the
United States.
Chapter 11 Petition Date: November 30, 2022
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Laurie Selber Silverstein
Debtors'
General
Restructuring &
Bankruptcy
Counsel: Matthew B. Lunn, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington, DE 19801
Tel: 302-571-6600
Email: mlunn@ycst.com
Debtors'
Financial
Advisor: RPA ADVISORS, LLC
Debtors'
Investment
Banker: CANACCORD GENUITY GROUP, INC.
Debtors'
Notice,
Claims,
Solicitation &
Balloting
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
Total Assets as of Sept. 30, 2022: $50,318,000
Total Debts as of Sept. 30, 2022: $36,751,000
The petitions were signed by Brian Smith, interim chief executive
officer and president.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZDBK7OI/Winc_Inc__debke-22-11238__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ZKXNJRQ/BWSC_LLC__debke-22-11239__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ZXQNS7Y/Winc_Lost_Poet_LLC__debke-22-11240__0001.0.pdf?mcid=tGE4TAMA
Consolidated Lis of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Meta Platforms, Inc. Trade Payable $724,162
Facebook, Inc.
Attn: Accounts Receivable
15161 Collections Center Drive
Chicago, IL 60693
Contact: Mark Zuckerberg, Chairman
and Chief Executive Officer
Tel: 650-543-4800
Email: payment@fb.com
2. JF Hillebrand USA Inc. Trade Payable $699,425
(DBA Hillebrand)
1600 St Georges Avenue
Suite 301
Rahway, NJ 07065
Contact: Allison Greiner,
President
Tel: 732-388-4523
Email: d.surujnauth@hillebrand.com
3. Fed-Ex Trade Payable $568,748
ERS PO Box 371741
Pittsburgh, PA 15250-7741
Contact: Rajesh Subramaniam
President, Chief Executive
Officer and Director
Tel: 901-818-7500
4. La Cantina Pizzolato S.R.L. Trade Payable $459,005
Via IV Novembre 12
Villorba (TV) 31020
Italy
Tel: +39 0422 928166
Email: logistica@lacantinapizzolato.com
5. Landsberg Trade Payable $425,895
P.O. Box 101144
Pasadena, CA 91189-1144
Tel: 805-434-9968
Email: bankdeposits@ororagroup.com
6. Langetwins Family Trade Payable $373,174
Winery & Vineyards
1525 E Jahant Road
Acampo, CA 95220
Tel: 209-334-9780
Email: kschopp@langetwins.com
7. Famille Chaudiere Trade Payable $306,940
1365 B Route D Flassan
Mormoiron 84570
France
Tel: +33(0)490619408
Email: laurence@chateaupesquie.com
8. Impact Tech, Inc. Trade Payable $194,731
223 East De La Guerra
Santa Barbara, CA 93101
Contact: Alyssa Hromadaday,
President
Tel: 805-324-6021
Email: breena.beckett@impact.com
9. SP Comino, LLC Trade Payable $180,075
635 Broadway 2nd Floor
Sonoma, CA 95476
Tel: 707-225-7555
Email: kelly@swgnapa.com
10. Michlits Werner GMBH Trade Payable $161,781
Hauptstrasse 86
Pamhagen A-7152
Austria
Contact: Werner Michlits
Managing Director
Tel: +43 2174 2168
Email: office@meinklang.at
11. Total Quality Logistics, LLC Trade Payable $120,800
PO Box 799
Milford, OH 45150
Contact: Kerry Byrne,
President
Tel: 513-831-2600
Email: apayments@tql.com
12. Allegis Group Trade Payable $109,116
Holdings, Inc.
(Aerotek, Inc.)
7301 Parkway Drive
Hanover, MD 21076
Contact: Tomas Kelly, President
Tel: 9044893049
Email: aerotek_regional_efts@aerotek.com
13. Brex Inc. Trade Payable $104,639
153 Townsend Street, 6th Floor
San Francisco, CA 94107
Contact: Gavin Cleaveland, President
Tel: 650-250-6428
Email: support@brex.com
14. Douglas R. Circle Trade Payable $100,702
(DBA Rancho Canada De Los Pinos)
1006 Segovia Circle
Placentia, CA 92870
Tel: 714-630-0299
Email: accounting@circlevision.com
15. Terravant/Summerland Trade Payable $100,134
ACF Finco I LP FBO Terravant
Wine Company Terravant Wine
Company
P.O. Box 845658
Los Angeles, CA 90084-5658
Tel: 805-686-9400
Email: Ap@summerlandwb.com
16. Domo, Inc. Trade Payable $95,000
772 East Utah Valley Drive
American Fork, UT 84003
Contact: John F. Mellor,
Chief Executive Officer,
Director
Tel: 800-899-1000
Fax: 801-805-9501
Email: pr@domo.com;
info@domo.com
17. 8020 Consulting LLC Trade Payable $82,620
6303 Owens Mouth Ave.
6th Floor
Woodland Hills, CA 91367
Contact: David Lewis,
Chief Executive Officer
Tel: 855-367-8020
Email: accounting@8020consulting.com
18. Conexus Search LLC Trade Payable $82,224
5151 California Ave, Suite 100
Irvine, CA 92617
Contact: Stephen Fingal, Owner
Tel: 213-279-7535
Email: accounting@conexusrecruiting.com
19. Google, Inc. Trade Payable $79,631
Dept. 33654
P.O. Box 39000
San Francisco, CA 94139
Tel: 202-346-1241
Fax: 202-346-1101
20. Power Digital Trade Payable $67,250
Marketing, Inc.
2251 San Diego Avenue
Suite A250
San Diego, CA 92110
Tel: (619) 501-1211
Email: ar@powerdigital.com
21. Awesome OS, Inc. Trade Payable $65,698
(Offsourcing, Inc.)
8605 Santa Monica Blvd 30540
Los Angeles, CA 90069
Contact: Helen Lee
Tel: 310-295-9416
Email: billing@awesomeos.com
22. Atticus Publishing, LLC Trade Payable $65,498
2004 Ford St
Austin, TX 78704
Contact: Duncan Penn, Owner
Tel: (818) 618-0569
Email: duncanpenn@gmail.com
23. Laffort USA, Inc. Trade Payable $65,488
1460 Cader LN Ste C
Petaluma, CA 94954
Contact: Shaun Richardson
Tel: 707-775-4530
Fax: 707-775-4537
Email: laffortusa@laffort.com
24. Republic National Trade Payable $52,939
Distributing Company of CA
(RNDC CA)
14402 Franklin Ave
Tustin, CA 92780
Contact: Donnie Miller, Director
Tel: 714-665-1065
Email: brian.roberts@rndc-usa.com
25. Mendocino Wine Co Trade Payable $51,034
501 Parducci Rd
Ukiah, CA 95482
Contact: Jeff Mason, President
Tel: 707-463-5383
Email: janf@mendocinowineco.com
26. Kaiser Consulting, LLC Trade Payable $46,616
34 Grace Drive
Powell, OH 43065
Contact: Sarah Kaiser, Owner
Tel: 614-3000-1088
Email: billing@kaiserconsulting.com
27. Los Angeles Philharmonic Trade Payable $43,300
Assoc
151 S Grand Ave
Los Angeles, CA 90012-3034
Tel: 213-972-7300
Email: ichan@laphil.org
28. Datasite LLC Trade Payable $40,613
733 S. Marquette Ave, Suite 600
Minneapolis, MN 55402
Contact: Rick Atterbuny
President & COO
Tel: 651-632-4014
Email: arremitbackup@datasite.com
29. Vin-Global LLP Trade Payable $37,895
4501 Manatee Ave W Suite 314
Bradenton, FL 34209
Tel: 845-500-7842
Email: accounting@weshipexpress.com
30. Toppan Merrill USA Inc. Trade Payable $36,026
747 Third Avenue, 7th Floor
New York, NY 10017
Tel: 212-419-9519
Email: usaremittance@toppanmerrillllc.com
WOLVERINE WORLD: Moody's Alters Outlook on 'Ba2' CFR to Negative
----------------------------------------------------------------
Moody's Investors Service changed Wolverine World Wide, Inc.'s
outlook to negative from stable. Concurrently, Moody's affirmed all
of the company ratings, including the Ba2 corporate family rating,
Ba2-PD probability of default rating, and Ba3 senior unsecured
notes rating. The SGL-2 speculative grade liquidity rating remains
unchanged.
The change in outlook to negative from stable reflects the risk
that leverage may remain elevated for a prolonged period given the
more promotional retail environment, lower consumer discretionary
spending, and unfavorable foreign currency trends. In Q3 2022,
Wolverine's leverage increased to 5.9x Moody's-adjusted
debt/EBITDA, as the company borrowed on its revolving credit
facility to fund an increase in inventory. Supply chain challenges,
distribution center congestion and a curtailing of retailer orders
resulted in inventory levels more than doubling over the prior year
and a revision in 2022 earnings guidance to reflect promotional
activity. While revolver borrowings will decrease as the company
sells through excess inventory and reduces orders in upcoming
quarters, deleveraging could be delayed amid an uncertain consumer
spending environment.
Moody's took the following rating actions for Wolverine World Wide,
Inc.:
Corporate Family Rating, Affirmed Ba2
Probability of Default Rating, Affirmed Ba2-PD
Senior Unsecured Global Notes, Affirmed Ba3 (LGD5)
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Wolverine's Ba2 CFR benefits from its diversified distribution in
the global footwear industry and the dependable replenishment
demand cycle of the footwear category due to normal product wear
and tear. The company's product portfolio appeals to a broad range
of consumer needs and demographics, further mitigating earnings
volatility. Wolverine's credit profile is also supported by the
strength of its growing global brands Merrell and Saucony, which
represent about 45% of sales. The ratings also benefit from the
company's balanced overall financial strategies and good liquidity.
While cash flow is highly negative for the Q3 2022 year-to-date
period driven by a sizable working capital use, Moody's expects
positive free cash flow over the next 12-18 months, increasing
revolver availability and good covenant cushion.
At the same time, the rating is constrained by Wolverine's
relatively small revenue scale, narrow product focus primarily in
the footwear segment, and fashion risk. Financial leverage is high,
with debt/EBITDA at 5.9x for the twelve months ended October 1,
2022, reflecting the debt from the Q3 2021 Sweaty Betty
acquisition, share repurchases executed in Q4 2021-Q2 2022, and
elevated inventory levels. Moody's projects debt/EBITDA to decline
to high-4x over the next 12 months mainly driven by revolver
paydown. Moody's expects earnings to decline in Q4 2022 and Q1 2023
but recover modestly in the second half of 2023, driven by lower
freight costs and reduced clearance activity. While Wolverine's
overall financial policies are balanced, its growth strategy has
included acquisitions, which introduce event, execution and
financing risk. As a footwear company, Wolverine is also subject to
social and environmental risks related to responsible sourcing,
waste and pollution, the treatment of work force, natural capital
and customer relations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
While unlikely in the near term given the negative outlook, the
ratings could be upgraded if the company achieves and demonstrates
a commitment to maintaining lower financial leverage on a sustained
basis. An upgrade would also require stable or improving revenue
and earnings performance, and at least good liquidity. Quantitative
measures include Moody's-adjusted debt/EBITDA sustained below 3.5x
and EBITA/interest expense sustained above 4x.
The ratings could be downgraded if the company does not
significantly reduce leverage including through revolver repayment,
or if operating performance declines more than anticipated over the
next few quarters. Liquidity deterioration, including continued
negative free cash flow or reduced covenant cushion, or the use of
cash flow for share repurchases or acquisitions prior to
deleveraging could also result in a downgrade. Quantitative
measures include Moody's-adjusted debt/EBITDA sustained above 4.5x
or EBITA/interest expense below 3.0x.
Headquartered in Rockford, Michigan, Wolverine World Wide, Inc. is
a designer and marketer of casual, active lifestyle, work, outdoor
sport, athletic, and uniform footwear and apparel. The company's
portfolio of brands includes Merrell, Saucony, Sperry, Sweaty
Betty, Hush Puppies, Wolverine, Keds, Chaco, Bates, HYTEST and
Stride Rite. The company also is the global footwear licensee of
the Cat and Harley-Davidson brands. Revenue for the latest twelve
months ended October 1, 2022 was $2.7 billion.
The principal methodology used in these ratings was Apparel
published in June 2021.
XPLORNET COMMUNICATIONS: US$995M Bank Debt Trades at 18% Discount
-----------------------------------------------------------------
Participations in a syndicated loan under which Xplornet
Communications Inc is a borrower were trading in the secondary
market around 81.9 cents-on-the-dollar during the week ended
Friday, December 2, 2022, according to Bloomberg's Evaluated
Pricing service data.
The US$995 million facility is a term loan. The loan is scheduled
to mature on October 1, 2028. The amount is fully drawn and
outstanding.
Xplornet Communications Inc. operates as a broadband service
provider. The company offers voice and data communication services
through wireless and satellite networks. The Company’s country of
domicile is Canada.
YAK ACCESS: US$680M Bank Debt Trades at 46% Discount
----------------------------------------------------
Participations in a syndicated loan under which Yak Access LLC is a
borrower were trading in the secondary market around 54.1
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$680 million facility is a term loan. The loan is scheduled
to mature on July 11, 2025. About US$561 million of the loan is
withdrawn and outstanding.
Yak Access, A Platinum Equity Portfolio Company, provides temporary
roadway solutions to remote construction sites, primarily serving
the powerline, oil and gas pipeline, industrials, and renewables
sectors in the United States.
ZAYO GROUP: US$4.96B Bank Debt Trades at 22% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Zayo Group Holdings
Inc is a borrower were trading in the secondary market around 78.3
cents-on-the-dollar during the week ended Friday, December 2, 2022,
according to Bloomberg's Evaluated Pricing service data.
The US$4.96 billion facility is a term loan. The loan is scheduled
to mature on March 9, 2027. The amount is fully drawn and
outstanding.
Zayo Group Holdings, Inc. provides bandwidth infrastructure
services. The company offers dark fiber, wavelengths, SONET,
ethernet, IP, and carrier-neutral colocation and interconnection.
[^] BOND PRICING: For the Week from Nov. 28 to Dec. 2, 2022
-----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
AMC Entertainment
Holdings Inc AMC 10.000 41.236 6/15/2026
AMC Entertainment
Holdings Inc AMC 5.750 40.359 6/15/2025
AMC Entertainment
Holdings Inc AMC 6.125 26.105 5/15/2027
AMC Entertainment
Holdings Inc AMC 5.875 26.577 11/15/2026
AMC Entertainment
Holdings Inc AMC 10.000 41.157 6/15/2026
AMC Entertainment
Holdings Inc AMC 10.000 41.432 6/15/2026
Air Methods Corp AIRM 8.000 20.283 5/15/2025
Air Methods Corp AIRM 8.000 20.412 5/15/2025
Amyris Inc AMRS 1.500 25.000 11/15/2026
Audacy Capital Corp CBSR 6.500 23.870 5/1/2027
Audacy Capital Corp CBSR 6.750 22.283 3/31/2029
Audacy Capital Corp CBSR 6.750 23.178 3/31/2029
Avaya Holdings Corp AVYA 2.250 23.313 6/15/2023
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of America Corp BAC 2.936 69.424 12/10/2058
Bed Bath & Beyond Inc BBBY 3.749 29.002 8/1/2024
Buckeye Partners LP BPL 6.375 80.379 1/22/2078
Carvana Co CVNA 5.625 46.106 10/1/2025
Carvana Co CVNA 5.625 45.132 10/1/2025
Citigroup Global
Markets Holdings
Inc/United States C 7.500 77.570 4/26/2032
Clovis Oncology Inc CLVS 4.500 5.000 8/1/2024
Clovis Oncology Inc CLVS 4.500 7.750 8/1/2024
Clovis Oncology Inc CLVS 1.250 5.050 5/1/2025
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 16.092 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 3.287 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 5.407 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 16.287 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 5.407 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 3.648 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 15.928 8/15/2026
Diebold Nixdorf Inc DBD 8.500 57.330 4/15/2024
EI du Pont de
Nemours and Co CTVA 4.286 100.000 2/15/2038
EnLink Midstream
Partners LP ENLK 6.000 82.625 N/A
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Transfer LP ET 6.250 85.250 N/A
Envision Healthcare Corp EVHC 8.750 30.507 10/15/2026
Envision Healthcare Corp EVHC 8.750 30.419 10/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 16.865 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 10.000 65.139 7/15/2023
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 19.318 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 10.000 65.139 7/15/2023
Federal Home Loan Banks FHLB 2.070 99.894 12/6/2022
Federal Home Loan Banks FHLB 2.670 99.405 12/5/2022
GNC Holdings Inc GNC 1.500 0.819 8/15/2020
GTT Communications Inc GTTN 7.875 2.000 12/31/2024
GTT Communications Inc GTTN 7.875 6.750 12/31/2024
General Electric Co GE 4.200 78.790 N/A
Goldman Sachs
Group Inc/The GS 3.729 99.886 12/6/2023
Goodman Networks Inc GOODNT 8.000 1.077 5/31/2022
ION Geophysical Corp IO 8.000 11.000 12/15/2025
Lannett Co Inc LCI 7.750 27.339 4/15/2026
Lannett Co Inc LCI 4.500 31.123 10/1/2026
Lannett Co Inc LCI 7.750 27.607 4/15/2026
Leonardo US Holding Inc LDOIM 7.375 138.695 7/15/2039
Leonardo US Holding Inc LDOIM 7.375 132.250 7/15/2039
Leonardo US Holding Inc LDOIM 6.250 126.662 1/15/2040
Leonardo US Holding Inc LDOIM 6.250 126.662 1/15/2040
Lightning eMotors Inc ZEV 7.500 64.000 5/15/2024
MAI Holdings Inc MAIHLD 9.500 29.875 6/1/2023
MAI Holdings Inc MAIHLD 9.500 29.875 6/1/2023
MAI Holdings Inc MAIHLD 9.500 29.875 6/1/2023
MBIA Insurance Corp MBI 15.339 9.885 1/15/2033
MBIA Insurance Corp MBI 15.993 10.113 1/15/2033
Macquarie Infrastructure
Holdings LLC MIC 2.000 94.050 10/1/2023
Macy's Retail
Holdings LLC M 6.700 87.207 7/15/2034
Marathon Digital
Holdings Inc MARA 1.000 26.000 12/1/2026
Morgan Stanley MS 1.800 74.227 8/27/2036
NOA Bancorp Inc NOABAN 6.700 75.240 11/1/2028
NOA Bancorp Inc NOABAN 6.700 75.240 11/1/2028
National CineMedia LLC NATCIN 5.750 8.514 8/15/2026
OMX Timber Finance
Investments II LLC OMX 5.540 0.850 1/29/2020
Party City Holdings Inc PRTY 8.750 38.157 2/15/2026
Party City Holdings Inc PRTY 8.061 33.392 7/15/2025
Party City Holdings Inc PRTY 6.625 10.500 8/1/2026
Party City Holdings Inc PRTY 6.125 24.750 8/15/2023
Party City Holdings Inc PRTY 6.625 10.239 8/1/2026
Party City Holdings Inc PRTY 8.750 37.973 2/15/2026
Party City Holdings Inc PRTY 6.125 24.250 8/15/2023
Party City Holdings Inc PRTY 8.061 33.956 7/15/2025
Pepsi-Cola Metropolitan
Bottling Co Inc PEP 5.500 118.244 5/15/2035
Polar US Borrower LLC /
Schenectady
International Group SIGRP 6.750 41.816 5/15/2026
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
RumbleON Inc RMBL 6.750 33.391 1/1/2025
Sears Holdings Corp SHLD 8.000 1.600 12/15/2019
Sears Holdings Corp SHLD 6.625 7.397 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 7.500 2.622 10/15/2027
Sears Roebuck
Acceptance Corp SHLD 7.000 4.263 6/1/2032
Sears Roebuck
Acceptance Corp SHLD 6.750 3.546 1/15/2028
Sears Roebuck
Acceptance Corp SHLD 6.500 4.553 12/1/2028
Shift Technologies Inc SFT 4.750 20.350 5/15/2026
Switch Ltd SWCH 3.750 100.760 9/15/2028
Switch Ltd SWCH 4.125 101.642 6/15/2029
Switch Ltd SWCH 3.750 100.408 9/15/2028
Switch Ltd SWCH 4.125 101.083 6/15/2029
TMX Finance LLC /
TitleMax Finance Corp TMXFIN 11.125 91.533 4/1/2023
TPC Group Inc TPCG 10.500 60.000 8/1/2024
TPC Group Inc TPCG 10.500 59.500 8/1/2024
Talen Energy Supply LLC TLN 10.500 53.750 1/15/2026
Talen Energy Supply LLC TLN 10.500 82.000 1/15/2026
Talen Energy Supply LLC TLN 6.500 49.508 9/15/2024
Talen Energy Supply LLC TLN 6.500 49.508 9/15/2024
Talen Energy Supply LLC TLN 10.500 50.002 1/15/2026
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 9.875 5/15/2027
US Renal Care Inc USRENA 10.625 40.135 7/15/2027
US Renal Care Inc USRENA 10.625 40.110 7/15/2027
UpHealth Inc UPH 6.250 30.001 6/15/2026
WeWork Cos Inc WEWORK 7.875 50.933 5/1/2025
WeWork Cos Inc WEWORK 7.875 51.400 5/1/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 45.133 7/10/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 46.009 7/10/2025
Wesco Aircraft Holdings WAIR 8.500 51.309 11/15/2024
Wesco Aircraft Holdings WAIR 13.125 25.584 11/15/2027
Wesco Aircraft Holdings WAIR 13.125 25.584 11/15/2027
Wesco Aircraft Holdings WAIR 8.500 49.629 11/15/2024
Wilton Re Finance LLC WILTON 5.875 77.342 3/30/2033
Wilton Re Finance LLC WILTON 5.875 77.342 3/30/2033
Wilton Re Finance LLC WILTON 5.875 77.342 3/30/2033
*********
Monday's edition of the TCR delivers a list of indicative prices
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obtained by TCR editors from a variety of outside sources during
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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