/raid1/www/Hosts/bankrupt/TCR_Public/230111.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, January 11, 2023, Vol. 27, No. 10
Headlines
55 PULASKI REALTY: Unsecureds Owed $277K Unimpaired in Plan
6200 NE 2ND AVENUE: Liquidating Plan Confirmed by Judge
A & T AUTO: Files Emergency Bid to Use Cash Collateral
ACPRODUCTS INC: Calamos LSEDIT Marks $24,500 Loan at 29% Off
ACPRODUCTS INC: Calamos LSEDIT Marks $74,200 Loan at 29% Off
AKOUSTIS TECHNOLOGIES: Registers 6M Shares Under 2018 Stock Plan
ALTERA INFRASTRUCTURE: Exclusivity Period Extended to March 10
ASCEND LEARNING: Fidelity Fund Marks $14.5M Loan at 15% Off
ASP BLADE HOLDINGS: TCW Marks $556,000 Loan at 19% Off
ASP LS ACQUISITION: Fidelity Fund Marks $11.6M Loan at 22% Off
ASURION LLC: TCW Marks $100,000 Loan at 29% Off
AT HOMEGROUP: Fidelity Fund Marks $18.3M Loan at 21% Off
AYTU BIOPHARMA: Implements 1-for-20 Reverse Stock Split
BAUSCH HEALTH: Calamos LSEDIT Marks $44,000 Loan at 25% Off
BED BATH: S&P Ups ICR to 'CC' on Terminated Debt Exchange Offer
BLOCKFI INC: Taps Genova Burns as Local Counsel for Bankruptcy Case
BUFFALO STATION: Court Okays Appointment of Chapter 11 Trustee
CANOO INC: Tony Aquila Reports 19.2% Stake as of Jan. 4
CENTERPOINTE HOTELS: Files Emergency Bid to Use Cash Collateral
CENTERPOINTE PARTNERS: Files Bare-Bones Chapter 11 Petition
CINEWORLD GROUP: Denies Negotiations With AMC Over Cinemas' Sale
CORE SCIENTIFIC: To Close More Than 37,000 Celsius Crypto Rigs
CRYPTO CO: Borrows Additional $125K From AJB Capital
DIEBOLD NIXDORF: S&P Upgrades ICR to 'CCC+', Outlook Positive
DNATRIX INC: Seeks Approval to Hire Michael Lack as CRO
E QUALCOM: Seeks Court Approval to Hire Appraiser
EAST BROADWAY: UST Says Secured Creditor's Disclosure Inadequate
ECOARK HOLDINGS: William Hoagland Quits as Unit CEO, Director
EMS BILLING: Seeks to Hire Berken Cloyes as Bankruptcy Counsel
ENTERCOM MEDIA: Calamos LSEDIT Marks $284,000 Loan at 23% Off
FAIRPORT BAPTIST: PCO Raises Concern Over Limited Cash Reserves
FINASTRA USA: Fidelity Fund Marks $13.7M Loan at 27% Off
FTX TRADING: Bail Guarantors Face Risks If Identified, Says SBF
FTX TRADING: Committee Has Jefferies, FTI as Financial Advisors
FTX TRADING: Sam Bankman-Fried Blocked from Accessing Assets
GIRARDI & KEESE: Trustee Shows How Erika Spent Firm's $25M
GREENWORKS SERVICE: Gets OK to Hire Lane Law Firm as Counsel
GREENWORKS SERVICE: Wins Final Nod to Use Cash Collateral
GTT COMMUNICATIONS: Begins 2023 on New Path
GTT COMMUNICATIONS: Fidelity Fund Marks $17.9M Loan at 31% Off
HARLAND CLARKE: Fidelity Fund Marks $15.2M Loan at 31% Off
HILLENBRAND INC: S&P Affirms 'BB+' ICR, Outlook Stable
HOMAGE INDUSTRIAL KITCHEN: Owner to File for Bankruptcy
INVESTMENTS SWK: Court OKs Interim Cash Collateral Access
JO-ANN STORES: Fidelity Fund Marks $14.7M Loan at 33% Off
JOURNEY PERSONAL: Fidelity Fund Marks $15M Loan at 37% Off
KANSAS CITY RVS: Files Emergency Bid to Use Cash Collateral
KNOW LABS: Granted Patent for High Performance Glucose Sensor
KUBERLAXMI LLC: Gets OK to Hire Stephen W. Cook CPA as Accountant
LATHAN EQUIPMENT: Feb. 9 Plan & Disclosure Hearing Set
LIGADO NETWORKS: On the Brink of Bankruptcy, Says Lawsuit
LIMETREE BAY: Fidelity Fund Marks $16.6M Loan at 32% Off
LITTCO METALS: Voluntary Chapter 11 Case Summary
LOVING KINDNESS: U.S. Trustee Appoints Sara Flasher as PCO
LV OPPORTUNITY ZONE: Taps Steven Yarmy as Bankruptcy Attorney
MICHAELS COMPANIES: Fidelity Fund Marks $42.5M Loan at 23% Off
MOBIQUITY TECHNOLOGIES: Receives Noncompliance Notice From Nasdaq
MORAN FOODS: S&P Upgrades ICR to 'CCC+', Outlook Negative
MYMD DIRECT: Gets OK to Hire Caja Holdings as Accountant
NATIONAL ASSOC. OF TELEVISION: Assets Sold in Bankruptcy Auction
NAUTICAL SOLUTIONS: Voluntary Chapter 11 Case Summary
NUMERICAL CONTROL: U.S. Trustee Unable to Appoint Committee
OPULENT AMERICAS: Seeks to Hire Northen Blue as Bankruptcy Counsel
PACESETTER MANUFACTURING: Files Bid to Use Cash Collateral
PATAGONIA HOLDCO: Calamos LSEDIT Marks $180,000 Loan at 19% Off
PATAGONIA HOLDCO: Fidelity Fund Marks $22.7M Loan at 20% Off
PAYA HOLDINGS: S&P Places 'B' ICR on Watch Positive on Nuvei Deal
PHIO PHARMACEUTICALS: Stockholders OK Reverse Stock Split Proposal
PHUNWARE INC: Grants 1.5M Restricted Stock Units to New CEO
PHUNWARE INC: Has Plan to Repurchase $5M Worth of Common Stock
PHUNWARE INC: Registers Additional Shares Under 2018 Plan, ESPP
POWER TEAM: Fidelity Fund Marks $1.4M Loan at 19% Off
PROJECT ALPHA: S&P Places 'B' ICR in Watch Negative on Talend Deal
QUOTIENT LIMITED: Case Summary & Eight Unsecured Creditors
QUOTIENT LTD: Files for Chapter 11 With Plan to Cut Debt by $140M
QUOTIENT LTD: In Chapter 11 Amid Cash Woes, Failure to Find Buyer
RACKSPACE TECHNOLOGY: Fidelity Fund Marks $33.3M Loan at 27% Off
RAGSTER INVESTMENT: Court OKs Interim Cash Collateral Access
RODA EXPRESS: Unsecureds Will Get 100% of Claims in 60 Months
RW WELDING: Seeks to Hire Eric A. Liepins as Legal Counsel
SANIBEL REALTY: Gets OK to Hire Mancuso Law as Bankruptcy Counsel
SECURUS TECHNOLOGIES: Fidelity Fund Marks $36M Loan at 17% Off
SMARTPAC INC: Taps Herren Dare & Streett as Legal Counsel
SPG HOSPICE: Trustee Seeks to Tap Terry A. Dake as General Counsel
STRONHOLD DIGITAL: Wants to Erase $18 Million Debt
SUNNY MILLS: Unsecured Creditors Will Get 80% in Plan
TEAM HEALTH: Calamos LSEDIT Marks $822,000 Loan at 16% Off
TENTRR INC: Glamping Platform Starts Subchapter V Case
THREE ARROWS: Co-Founder Davies Can be Subpoenaed Through Twitter
TOMS KING: Burger King Franchisee Files for Chapter 11
TRANSOCEAN TITAN: S&P Rates New $500MM Senior Secured Notes 'B-'
TRINITY LEGACY: Taps Lewis Roca Rothgerber as Special Counsel
TRU GRIT FITNESS: Taps James Wong of Armory Consulting as CRO
TUFF TURF: U.S. Trustee Unable to Appoint Committee
UNITED FURNITURE: Chapter 7 Bankruptcy Sought by Wells Fargo
UNITED PF HOLDINGS: Fidelity Fund Marks $34.8M Loan at 15% Off
URBAN COMMONS: Taps Newmark, Rosewood Realty Group as Brokers
VA TECHNOSOLUTIONS: Case Summary & Four Unsecured Creditors
VIRGIN PULSE: Fidelity Fund Marks $745,000 Loan at 19% Off
VMR CONTRACTORS: Gets OK to Hire FactorLaw as Bankruptcy Counsel
VOLEL PROFESSIONAL: Seeks Cash Collateral Access
VOYAGER DIGITAL: Taps Potter Anderson & Corroon as Delaware Counsel
VOYAGER DIGITAL: TopCo Unsecureds to Recover 64% in Binance Plan
W&T OFFSHORE: S&P Places 'CCC+' ICR on CreditWatch Positive
WEBER-STEPHEN: Fidelity Fund Marks $8.4M Loan at 18% Off
WEIRD VENDING: Wins Final Cash Collateral Access
WH INTERMEDIATE: S&P Upgrades ICR to 'B', Outlook Stable
WORLDWIDE EXPRESS: Fidelity Fund Marks $4.9M Loan at 17% Off
WW INTERNATIONAL: Calamos LSEDIT Marks $316,000 Loan at 35% Off
ZAYO GROUP: Fidelity Fund Marks $58.9M Loan at 19% Off
*********
55 PULASKI REALTY: Unsecureds Owed $277K Unimpaired in Plan
-----------------------------------------------------------
55 Pulaski Realty LLC and Quincy Bedford I LLC filed a Plan and a
Disclosure Statement.
From the outset, the goal of this Chapter 11 case has been to
retain ownership (to whatever extent possible) of neighboring
residential multi-family walk-up buildings located at 22 Hart
Street, Brooklyn, NY and 55 Pulaski Street, both in Brooklyn, NY
(collectively, the "Properties"). The Properties are subject to a
single spreader mortgage in the principal sum of $2,187,300 (the
"Mortgage") which was originally issued by Customers Bank, and
later assigned to Hart and Pulaski Street Lender LLC (the
"Lender"). Pre-petition, in April of 2019 Customers Bank commenced
an action to foreclose the Mortgage. Lender then purchased the
Mortgage from Customers Bank and continued to prosecute the
foreclosure action. The Chapter 11 was filed to provide a forum in
which the Debtors could challenge the default interest claim of the
Lender. The Lender currently alleges that it is owed $4,068,687.00
as of the Petition Date. The centerpiece of the Plan is the
implementation of a proposed settlement with the Lender for a
reduced payment of interest. In the first instance, the proposed
settlement contemplates the anticipated sale of 22 Hart being sold
for $2,700,000 to Leizer Klar (The Debtors' Principal) and a New
investor Benjamin Sternberger (the "Sale"). After the completion of
the sale of 22 Hart, Lender will sell the note and assign the
Mortgage on 55 Pulaski to a newlender "Premier Trade Captal LLC" or
to another lender chosen by the Debtor who will pay $500,000 to the
Lender Hart and Pulaski Street Lender LLC. In total, Lender will
receive the total sum of $3,200,000 based on a discounted pay-off
of 2 the underlying mortgage debt of the total sum of
$4,068,687.00, (including all pre-petition and post-petition
principal, accrued interest and default interest, and fees and
expenses).
The Sale of 22 Hart must be completed by January 26, 2023 or by 14
days after the court's approval of the sale, whichever is later;
the 55 Pulaski Note sale to Premier Trade Capital LLC must be
completed by February 6, 2023 or by 10 business days after the sale
of 22 Hart is complete, whichever is later.
If the Lender does not timely receive the First Payment or the
Second Payment, then it shall be permitted to file a motion seeking
relief from the automatic stay pursuant to 11 U.S.C. s 362(d) to
permit Lender to exercise all rights available to it under
applicable law with respect to the Properties, and to permit the
Lender to take any other legal action necessary to enforce its
rights in connection with the underlying Note and Mortgage, whether
at law or in equity, including, but not limited to completing the
underlying foreclosure action. The Debtors hereby waive any right
to object to any such application made by Lender and consent to the
automatic stay being vacated so as to permit Lender to proceed with
all of its rights and remedies with respect to the Properties and
the Note and Mortgage, including the continued prosecution of the
underlying foreclosure action.
Under the Plan, Class 4 Unsecured Claims total $277,500.00.
Through Premier Trade Capital LLC or such other lender chosen by
Debtor, a line of credit will be created in order to fund any
additional funds. Creditors shall be paid in full in cash of the
allowed amounts within 30 days of the Effective Date or within a
reasonable time frame agreed to by some of the creditors. Class 4
is unimpaired.
The main goal of the Plan is to retain the Properties (to whatever
extent possible). In the first instance, the proposed settlement
with the Lender contemplates the anticipated sale (the "Sale") of
the 22 Hart to Mr. Benjamin Sternberger (investor) and Leizer Klar
(the Debtors' principal) (the "Purchaser") in the sum of $2,700,000
and the Note sale for 55 Pulaski in the sum of $500,000 to the Hard
money lender which totals $3.2 million. The Hard money lender will
also fund the amount necessary to pay the unsecured creditors in
full as well as the Receiver and priority claims.
The Debtors will pay all Allowed Administrative Expenses, Priority
Tax Claims and Allowed General Unsecured Claims in full. All told,
the Debtors project that a total pool of $3,678,408.03 will be
required on the Effective Date to consummate the Plan.
Counsel for the Debtor:
Rachel S. Blumenfeld, Esq.
LAW OFFICE OF RACHEL S. BLUMENFELD PLLC
26 Court Street, Suite 2220
Brooklyn, NY 11242
A copy of the Disclosure Statement dated Dec. 30, 2022, is
available at https://bit.ly/3ZfWfcP from PacerMonitor.com.
About 55 Pulaski
Realty
55 Pulaski Realty, LLC, a company in Brooklyn, N.Y., filed its
voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 21-42997) on Dec. 1, 2021, listing $1.9 million in assets and
$2.54 million in liabilities. David Goldwasser, manager and
restructuring officer, signed the petition.
Judge Nancy Hershey Lord oversees the case.
Goldberg Weprin Finkel Goldstein, LLP is the Debtor's legal
counsel. David Goldwasser, a partner at FIA, serves as the chief
restructuring officer.
6200 NE 2ND AVENUE: Liquidating Plan Confirmed by Judge
-------------------------------------------------------
Judge Robert A. Mark has entered findings of fact, conclusions of
law and order confirming the Fourth Amended Combined Plan of
Liquidation and Disclosure Statement of 6200 NE 2nd Avenue, LLC, et
al.
The Plan has been proposed in good faith and not by any means
forbidden by law. The Plan does not discriminate unfairly, and is
fair and equitable, with respect to each class of claims and
interests.
The Debtors, their Manager and their counsel: (i) have acted in
good faith in negotiating, formulating, and proposing the Plan and
any agreements, compromises, settlements, transactions and
transfers contemplated thereby, and (ii) will be acting in good
faith in proceeding to (a) consummate the Plan and the agreements,
compromises, settlements, transactions, and transfers contemplated
thereby, and (b) take the actions authorized and directed or
contemplated by this Confirmation Order.
The Plan is predicated on the auction sale of all Debtor
Properties. The auction sale was authorized by the Amended Order:
(1) Authorizing Debtors to Proceed with Preauction and Auction
Sales of Debtors' Properties; (2) Approving Marketing, Bidding and
Sale Procedures; (3) Approving Form and Manner of Notice of Sales;
(4) Reserving § 506(C) Potential Surcharge Rights; and (5)
Approving the Sale of Debtors' Interests in Debtors' Real
Properties Free and Clear of Liens, Claims and Encumbrances
Pursuant to § 363(F) and the related Orders pertaining to the
auction sale (collectively the "Sale Order").
The Debtors and LHGH have resolved the Debtors' surcharge demand.
The settlement, provides, inter alia, that upon the occurrence of
certain conditions, LHGH will contribute $230,000.00 to the estate
and the Debtors will agree to accept payment of less than the full
amount of administrative expenses on the Effective Date in order to
confirm the Plan. As a result, the administrative claims in this
case will be paid in full, as compromised, on the Effective Date.
Benworth also has agreed to contribute a total of $10,000.00
towards the resolution of the administrative claims in this case.
The Debtors, LHGH and Benworth also have agreed to resolve certain
of the objections to Plan confirmation filed by LHGH and Benworth
upon the terms set forth in this Order, and the remaining
objections have been resolved by the Court.
Additionally, LHGH and Benworth have agreed to modify their votes
rejecting the Plan and have agreed to accept the Plan.
A copy of the Confirmation Order dated January 5, 2023 is available
at https://bit.ly/3ITZtgn from PacerMonitor.com at no charge.
Attorneys for the Jointly Administered Debtors:
Geoffrey S. Aaronson, Esq.
Tamara D. McKeown, Esq.
AARONSON SCHANTZ BEILEY P.A.
One Biscayne Tower, 2 S. Biscayne Blvd., 34th Floor
Miami, Florida 33131
Tel: 786.594.3000
Fax: 305.424.9336
E-mail: gaaronson@aspalaw.com
tmckeown@aspalaw.com
About 6200 NE 2nd Avenue
6200 NE 2nd Avenue, LLC, and its affiliates are Florida limited
liability companies, which, together, own 14 parcels of real
property in the Little Haiti/Upper East Side neighborhood largely
on the Northeast 2nd Avenue corridor of Miami. Several of these
properties are not generating income largely as a result of the
COVID-19 pandemic, and after certain properties were gutted in
anticipation of renovation and the failure of an investor to raise
and invest sufficient funds to complete the renovations.
6200 NE 2nd Avenue and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
22-10385) on Jan. 18, 2022. In the petition signed by Mallory
Kauderer, manager, 6200 NE 2nd Avenue disclosed up to $50,000 in
assets and up to $10 million in liabilities.
Judge Robert A. Mark oversees the cases.
Steven Beiley, Esq., at Aaronson Schantz Beiley P.A., is the
Debtors' legal counsel.
A & T AUTO: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
A & T Auto, LLC asks the U.S. Bankruptcy Court for the Western
District of Missouri for authority to use cash collateral through
March 31, 2023, or until the Plan of Reorganization is confirmed.
The Debtor requires the use of cash collateral to operate its
business.
The Debtor's cash collateral is security for Car Financial
Services, Central Bank of Boone County, Kinetic Advantage, NextGear
Capital, and Westlake Financial Floor Plan. The UCC filings of
these creditors all also take liens against the vehicles on the
lot. The equity in the vehicles provides adequate protection for
all but Central Bank of Boone County, who does not have a lien on
the vehicles.
The Debtor proposes paying Central Bank of Boone County the monthly
sum of $2,000 beginning on January 28 and continuing the 28th day
of the month thereafter as adequate protection payment.
The Debtor employs seven people who will need to be paid
post-petition wages, although all prepetition wages were paid
before the bankruptcy filing. Without access to the cash
collateral, the Debtor will not be able to pay these wages.
A copy of the motion is available at https://bit.ly/3CDAOZm from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/3X20R4r from
PacerMonitor.com.
The budget provides for total costs, on a monthly basis, as
follows:
$244,458 for January 2023;
$192,958 for February 2023; and
$192,958 for March 2023.
About A & T Auto, LLC
A & T Auto, LLC is a used car dealer. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case
No. 23-20001) on January 2, 2023. In the petition signed by Adrian
Ahuja, owner, the Debtor disclosed up to $500,000 in assets and up
to $1 million in liabilities.
Justin Coke, Esq., at Coke Law Firm, is the Debtor's legal counsel.
ACPRODUCTS INC: Calamos LSEDIT Marks $24,500 Loan at 29% Off
------------------------------------------------------------
Calamos Long/Short Equity & Dynamic Income Trust has marked its
$24,500 loan extended to ACProducts, Inc to market at $17,283, or
71% of the outstanding amount, as of October 31, 2022, according to
a disclosure contained in Calamos LSEDIT's Form N-CSR for the
fiscal year ended October 31, 2022, filed with the Securities and
Exchange Commission on December 29.
Calamos LSEDIT extended a Bank Loan that carries a 7.924% interest
(3 mo. LIBOR + 4.25%) to ACProducts, Inc. The loan is scheduled to
mature on May 17, 2028.
Calamos LSEDIT was organized as a Delaware statutory trust on
September 21, 2017 and is registered under the Investment Company
Act of 1940, as a diversified, closed-end management investment
company. The Fund commenced operations on November 29, 2019.
Calamos Advisors LLC serves as the investment manager and
administrator for the Fund.
ACProducts, Inc., headquartered in The Colony, Texas, is a national
manufacturer and distributor of kitchen and bathroom cabinetry.
American Industrial Partners, through its affiliates, is the
primary owner of ACProducts, having acquired it in 2012.
ACPRODUCTS INC: Calamos LSEDIT Marks $74,200 Loan at 29% Off
------------------------------------------------------------
Calamos Long/Short Equity & Dynamic Income Trust has marked its
$74,250 loan extended to ACProducts, Inc to market at $52,377, or
71% of the outstanding amount, as of October 31, 2022, according to
a disclosure contained in Calamos LSEDIT's Form N-CSR for the
fiscal year ended October 31, 2022, filed with the Securities and
Exchange Commission on December 29.
Calamos LSEDIT extended a Bank Loan that carries a 7.127% interest
(6 mo. LIBOR + 4.25%) to ACProducts, Inc. The loan is scheduled to
mature on May 17, 2028.
Calamos LSEDIT was organized as a Delaware statutory trust on
September 21, 2017 and is registered under the Investment Company
Act of 1940, as a diversified, closed-end management investment
company. The Fund commenced operations on November 29, 2019.
Calamos Advisors LLC serves as the investment manager and
administrator for the Fund.
ACProducts, Inc., headquartered in The Colony, Texas, is a national
manufacturer and distributor of kitchen and bathroom cabinetry.
American Industrial Partners, through its affiliates, is the
primary owner of ACProducts, having acquired it in 2012.
AKOUSTIS TECHNOLOGIES: Registers 6M Shares Under 2018 Stock Plan
----------------------------------------------------------------
Akoustis Technologies, Inc. has filed with the Securities and
Exchange Commission a Form S-8 registration statement to register
an additional 6,000,000 shares of the Company's common stock, par
value $0.001 per share, for offer and sale under the Akoustis
Technologies, Inc. 2018 Stock Incentive Plan, as amended, pursuant
to an amendment to the Plan approved by the Company's stockholders
on Nov. 10, 2022.
After taking into account the shares added by the Plan Amendment,
the aggregate number of shares of Common Stock that may be issued
under the Plan is 12,000,000, which includes 3,000,000 shares of
Common Stock registered under the Registration Statement on Form
S-8, File No. 333-235665, filed with the SEC on Nov. 4, 2019 and
3,000,000 shares of Common Stock previously registered under the
Registration Statement on Form S-8, File No. 333-228451, filed with
the SEC on Nov. 16, 2018, plus any shares subject to any award
granted under the Company's previous compensation plans that are
forfeited, cancelled, terminated expire or lapse for any reason
without the issuance of shares or pursuant to which such shares are
reacquired by the Company. A full-text copy of the prospecut is
available for free at:
https://www.sec.gov/Archives/edgar/data/1584754/000121390023000664/ea171144-s8_akoustis.htm
About Akoustis Technologies
Headquartered in Huntersville, NC, Akoustis Technologies, Inc. is
focused on developing, designing, and manufacturing innovative RF
filter products for the mobile wireless device industry, including
for products such as smartphones and tablets, cellular
infrastructure equipment, and WiFi premise equipment.
Akoustis reported a net loss of $59.19 million for the year ended
June 30, 2022, a net loss of $44.15 million for the year ended June
30, 2021, a net loss of $36.14 million for the year ended June 30,
2020, and a net loss of $29.25 million for the year ended June 30,
2019. As of Sept. 30, 2022, the Company had $144.66 million in
total assets, $57.97 million in total liabilities, and $86.68
million in total stockholders' equity.
ALTERA INFRASTRUCTURE: Exclusivity Period Extended to March 10
--------------------------------------------------------------
Altera Infrastructure, L.P. received court approval to remain in
control of its bankruptcy while it continues to work to consummate
its Chapter 11 plan of reorganization.
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas extended the company's exclusive right to file a
bankruptcy plan to March 10 and solicit votes on the plan to May
9.
On Nov. 4 last year, the bankruptcy judge confirmed the company's
reorganization plan, which allows Brookfield Asset Management to
retain ownership of the company by swapping debt for equity.
About Altera Infrastructure
Westhill, United Kingdom-based Altera Infrastructure L.P. (NYSE:
ALIN-A) is a global energy infrastructure services partnership
primarily focused on the ownership and operation of critical
infrastructure assets in the offshore oil regions of the North Sea,
Brazil and the East Coast of Canada. Altera has consolidated assets
of approximately $3.8 billion comprised of 44 vessels, including
floating production, storage and offloading (FPSO) units, shuttle
tankers, floating storage and offtake (FSO) units, long-distance
towing and offshore installation vessels and a unit for maintenance
and safety (UMS). The majority of Altera's fleet is employed on
medium-term, stable contracts.
After agreeing to a debt-for-equity plan with bank lenders and
owner Brookfield, Altera Infrastructure LP and 37 affiliates sought
Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90130) on
Aug. 12, 2022. Judge Marvin Isgur oversees the cases.
As of the petition date, the Debtors were liable for approximately
$1.6 billion in aggregate principal amount of funded debt.
Kirkland & Ellis LLP, Jackson Walker LLP, and Quinn Emanuel
Urquhart & Sullivan LLP serve as the Debtors' lead counsel, local
counsel, and special counsel, respectively. The Debtors also tapped
Evercore Group LLC as investment banker and PricewaterhouseCoopers
LLP as tax compliance, tax consulting, and accounting advisory
services provider. David Rush, senior managing director at FTI
Consulting, Inc., serves as restructuring advisor to the Debtors.
Stretto is the claims agent.
The DIP Lenders are represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP, as counsel to the DIP Lenders, Ducera Partners LLC,
as financial advisor, and Porter & Hedges LLP, as their Texas
counsel.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors on Aug. 22, 2022. The unsecured creditors
committee tapped Friedman Kaplan Seiler & Adelman, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsel; and
AlixPartners, LLP as financial advisor.
A committee of coordinators was appointed under and as defined in
the appointment letter originally dated May 6, 2022, among Altera
Infrastructure LP and each member of the CoCom. The CoCom is
represented by Norton Rose Fulbright US, LLP and Norton Rose
Fulbright, LLP as legal counsel and PJT Partners (UK) Ltd. as
financial advisor.
The Noteholder Ad Hoc Group tapped Vinson & Elkins LLP and
Wachtell, Lipton, Rosen & Katz as its attorneys.
ASCEND LEARNING: Fidelity Fund Marks $14.5M Loan at 15% Off
-----------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $14,580,000 loan extended to Ascend Learning LLC to
market at $12,338,000 or 85% of the outstanding amount, as of
October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a second lien term loan that
carries a 9.5039% interest (1 month U.S. LIBOR + 5.750%) to Ascend
Learning LLC. The loan is scheduled to mature on December 10,
2029.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Ascend Learning is a provider of online educational content,
software and analytics in the healthcare, fitness/wellness and
other licensure-driven professions. The company has been owned by
private equity sponsors Blackstone Group and Canada Pension Plan
Investment Board since the leveraged buyout transaction in July
2017.
ASP BLADE HOLDINGS: TCW Marks $556,000 Loan at 19% Off
------------------------------------------------------
TCW Funds Inc has marked its $556,047 loan extended to ASP Blade
Holdings Inc to market at $453,178, or 81% of the outstanding
amount, as of October 31, 2022, according to a disclosure contained
TCW Funds Inc.'s Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
29.
TCW Funds Inc., through its TCW High Yield Bond Fund, extended an
Initial Term Loan that carries a 7.67% interest (3 mo. USD LIBOR +
4.000%) to ASP Blade Holdings Inc. The loan is scheduled to mature
on October 15, 2028.
TCW Funds, Inc., a Maryland corporation, is an open-end management
investment company registered under the Investment Company Act of
1940, as amended, that currently offers 18 no-load mutual funds.
TCW Investment Management Company LLC is the investment advisor to
and an affiliate of the Funds and is registered under the
Investment Advisers Act of 1940, as amended.
ASP Blade Holdings, Inc. operates as Oregon Tool, Inc. and formerly
known as Blount International, Inc. Oregon Tool, Inc.,
headquartered in Portland, Oregon, is a global manufacturer and
distributor of professional-grade, consumable parts and attachments
for use in forestry, agriculture, lawn and garden and other cutting
applications. Platinum Equity, through its affiliates, is the owner
of Oregon Tool.
ASP LS ACQUISITION: Fidelity Fund Marks $11.6M Loan at 22% Off
--------------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $11,655,000 loan extended to ASP LS Acquisition Corp
to market at $9,149,000, or 78% of the outstanding amount, as of
October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche B first lien term
loan that carries a 7.3769% interest (1 month U.S. LIBOR + 4.500%)
to ASP LS Acquisition Corp. The loan is scheduled to mature on
April 30, 2028.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
ASP LS Acquisition Corp. was formed to effectuate the acquisition
of LaserShip, Inc. by the private equity firm American Securities.
ASURION LLC: TCW Marks $100,000 Loan at 29% Off
-----------------------------------------------
TCW Funds Inc. has marked its $100,000 loan extended to Asurion LLC
to market at $70,938, or 71 % of the outstanding amount, as of
October 31, 2022, according to a disclosure contained TCW Funds
Inc.'s Form N-CSR for the fiscal year ended October 31, 2022, filed
with the Securities and Exchange Commission on December 29.
TCW Funds Inc., through its TCW High Yield Bond Fund, extended a
2nd Lien Term Loan that carries a 9.00% interest (1 mo. USD LIBOR +
5.250%) to Asurion LLC. The loan is scheduled to mature on March 2,
2028.
TCW Funds, Inc., a Maryland corporation, is an open-end management
investment company registered under the Investment Company Act of
1940, as amended, that currently offers 18 no-load mutual funds.
TCW Investment Management Company LLC is the investment advisor to
and an affiliate of the Funds and is registered under the
Investment Advisers Act of 1940, as amended.
Asurion LLC provides wireless handset insurance services. The
company offers replacement of lost, stolen, damaged, and
malfunctioning devices, as well as roadside assistance programs,
technical support, mobile security devices, and electronics
protection.
AT HOMEGROUP: Fidelity Fund Marks $18.3M Loan at 21% Off
--------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $18,388,000 loan extended to At Home Group, Inc. to
market at $14,435,000 or 79% of the outstanding amount, as of
October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche B first lien term
loan that carries a 7.7429% interest (1 month U.S. LIBOR + 4.000%)
to At Home Group, Inc. The loan is scheduled to mature on July 24,
2028.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
At Home Group Inc. owns and operates home decor stores. The Company
offers furniture, home furnishings, wall decor and decorative
accents, rugs, and housewares.
AYTU BIOPHARMA: Implements 1-for-20 Reverse Stock Split
-------------------------------------------------------
Aytu BioPharma, Inc. announced a 1-for-20 reverse stock split of
its outstanding common stock, which became effective at 12:01 a.m.
Eastern time on Jan. 6, 2023.
At the Company's Special Meeting of Stockholders held on Oct. 5,
2022, the Company's stockholders approved a proposal to amend the
Company's Certificate of Incorporation to effect a reverse stock
split of its common stock at a ratio of up to 1:20, as determined
by the Company's Board of Directors. On Jan. 4, 2023, the Board of
Directors approved a 1-for-20 reverse split, and the Company filed
a Certificate of Amendment to its Certificate of Incorporation to
effect the reverse stock split effective as of Jan. 6, 2023.
The Company's Board of Directors implemented the reverse stock
split with the objective of regaining compliance with the $1.00
minimum bid price requirement of The Nasdaq Capital Market. The
Company has until May 22, 2023 to comply with this requirement. To
comply with this requirement, the closing bid price of the
Company's common stock must be at least $1.00 per share for a
minimum of 10 consecutive business days prior to May 22, 2023.
The Company's shares of common stock will continue to trade on the
NASDAQ under the symbol "AYTU." The new CUSIP number for the
Company's common stock post-reverse stock split is 054754858.
Upon the effectiveness of the reverse stock split, every 20 shares
of the Company's issued and outstanding common stock will
automatically be converted into one share of common stock. A cash
payment will be made to each stockholder in lieu of any fractional
interest in a share to which each stockholder would otherwise be
entitled as a result of the reverse stock split. The reverse stock
split will reduce the number of shares of outstanding common stock
from approximately 68.8 million shares to approximately 3.4 million
shares. As a result of the reverse stock split, proportional
adjustments will be made to the company's outstanding warrants,
options, and equity plan pool.
The company's transfer agent, Issuer Direct Corporation, is acting
as the exchange agent for the reverse stock split. The Transfer
Agent will provide instructions to stockholders of record regarding
the exchange of stock certificates. Stockholders who hold their
shares in brokerage accounts or "street name" are not required to
take any action to effect the exchange of their shares.
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a
pharmaceutical company commercializing a portfolio of commercial
prescription therapeutics and consumer health products. The
Company's prescription products include Adzenys XR-ODT
(amphetamine) extended-release orally disintegrating tablets and
Cotempla XR-ODT (methylphenidate) extended-release orally
disintegrating tablets for the treatment of attention deficit
hyperactivity disorder (ADHD), as well as Karbinal ER
(carbinoxamine maleate), an extended-release antihistamine
suspension indicated to treat numerous allergic conditions, and
Poly-Vi-Flor and Tri-Vi-Flor, two complementary fluoride-based
prescription vitamin product lines available in various
formulations for infants and children with fluoride deficiency.
Aytu's consumer health segment markets a range of over-the-counter
medicines, personal care products, and dietary supplements
addressing a range of common conditions including diabetes,
allergy, hair regrowth, and gastrointestinal conditions. Aytu
Biopharma reported a net loss of $110.17 million for the year ended
June 30, 2022, compared to a net loss of $58.29 million for the
year ended June 30, 2021. As of Sept. 30, 2022, the Company had
$150 million in total assets, $96.09 million in total liabilities,
and $53.91 million in total stockholders' equity.
Denver, Colorado-based Plante & Moran, PLLC, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Sept. 27, 2022, citing that the Company's operations have
historically consumed cash and are expected to continue to consume
cash, which raises substantial doubt about the Company's ability to
continue as a going concern.
BAUSCH HEALTH: Calamos LSEDIT Marks $44,000 Loan at 25% Off
-----------------------------------------------------------
Calamos Long/Short Equity & Dynamic Income Trust has marked its
$44,438 loan extended to Bausch Health Companies Inc to market at
$33,392, or 75% of the outstanding amount, as of October 31, 2022,
according to a disclosure contained in Calamos LSEDIT's Form N-CSR
for the fiscal year ended October 31, 2022, filed with the
Securities and Exchange Commission on December 29.
Calamos LSEDIT extended a Bank Loan that carries an 8.624% interest
(1 mo. SOFR + 5.25%) to Bausch Health Companies Inc. The loan is
scheduled to mature on February 1, 2027.
Calamos LSEDIT was organized as a Delaware statutory trust on
September 21, 2017 and is registered under the Investment Company
Act of 1940, as a diversified, closed-end management investment
company. The Fund commenced operations on November 29, 2019.
Calamos Advisors LLC serves as the investment manager and
administrator for the Fund.
Bausch Health Companies develops drugs for unmet medical needs in
central nervous system disorders, eye health and gastrointestinal
diseases, as well as contact lenses, intraocular lenses, ophthalmic
surgical equipment, and aesthetic devices.
BED BATH: S&P Ups ICR to 'CC' on Terminated Debt Exchange Offer
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Union,
N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to
'CC' from 'SD' (selective default) and its issue-level rating on
its still outstanding unsecured notes to 'C' (recovery rating: '6')
from 'D'.
S&P said, "The 'CC' rating and negative outlook on BBBY reflects
our view that while not actively in default, the company is highly
vulnerable and a distressed transaction or broader restructuring is
a virtual certainty based on its deteriorating liquidity position,
challenging operating conditions, and the looming maturities of its
outstanding 2024 notes.
"BBBY remains burdened with notes maturing in 2024 while we view
its capital structure as unsustainable owing to persistently weak
operating performance and cash burn. The company terminated its
debt exchange offer that it initiated in October 2022 because the
conditions of the offer were not satisfied. As a result, about $215
million of the company's senior notes due Aug. 1, 2024, remain
outstanding along with other debt due 2034 and 2044. Meanwhile, the
company's rapid sales and profit decline (sales were down 33% in
the third quarter of 2022) leads us to believe its capital
structure and operating model are heavily impaired. We believe the
company's excessive cash burn could lead to a liquidity shortfall,
necessitating a distressed transaction or restructuring. The
company's doubt regarding its ability to continue as a going
concern amid current operating conditions and its current
considerations include seeking bankruptcy protection support our
view.
"We believe the likelihood of other strategic alternatives, such as
asset sales, have significantly diminished. In our view, the
company's rapid cash burn and ongoing inventory challenges reflect
worsening vendor relationships that are unlikely to be resolved
without an immediate and large injection of capital. We believe an
asset sale, such as divestment of its buybuyBABY banner, remains a
possibility. However, it is unlikely at this point to provide
sufficient timely capital to allow BBBY to execute a turnaround and
meet its financial commitments.
"Meanwhile, given the company's inability to complete its recent
debt exchange offer and its dwindling share price, we believe
raising additional debt or equity in a non-distressed exchange is
highly unlikely. Furthermore, its turnaround prospects remain dim
as customers increasingly turn away from its stores, and we believe
it is unlikely to reverse its negative cash flow trends. In our
view, the extent of recent cash burn and profit erosion amid an
increasingly challenging macroeconomic environment reflect that the
company is unlikely to sufficiently address its operating model and
cost structure.
"The negative outlook reflects our view of BBBY's weak business
recovery prospects and the company's indication that it is
considering obtaining relief under the U.S. Bankruptcy Court. We
believe the company is likely to pursue a broad restructuring of
its capital structure.
"We could lower the rating on BBBY to 'SD' or 'D' upon the
completion of a bankruptcy filing, debt exchange, or restructuring
transaction.
"Although unlikely, we could raise the rating on BBBY if it
successfully secures capital needed to fund its operations and we
no longer believe a distressed transaction is a virtual
certainty."
ESG credit indicators: E-2, S-2, G-5
BLOCKFI INC: Taps Genova Burns as Local Counsel for Bankruptcy Case
-------------------------------------------------------------------
Matthew Fazelpoor of NJBiz reports that as beleaguered Jersey City
cryptocurrency lender BlockFi continues its Chapter 11 proceedings,
Genova Burns LLC announced January 3, 2023 it will serve as local
counsel in the bankruptcy case.
Newark-based Genova Burns will work with the national bankruptcy
and cryptocurrency groups at Brown Rudnick LLP, primary counsel to
the creditor's committee.
Daniel Stolz, chair of Genova Burns' Bankruptcy, Reorganization &
Creditors' Rights practice, said the firm is honored to be retained
in this landmark Chapter 11 case.
"Our team is looking forward to working diligently to provide
creditors of BlockFi with the largest possible recovery," said
Stolz.
"This is another step towards firmly establishing Genova Burns as a
key player in the bankruptcy and restructuring space, and as an
emerging player in the world of cryptocurrency disputes," added
James Burns, managing partner of Genova Burns, in a statement.
About BlockFi
BlockFi is building a bridge between digital assets and traditional
financial and wealth management products to advance the overall
digital asset ecosystem for individual and institutional
investors.
BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in
its early days had backing from influential Wall Street investors
like Mike Novogratz and, later on, Valar Ventures, a Peter
Thiel-backed venture fund as well as Winklevoss Capital, among
others. BlockFi made waves in 2019 when it began providing
interest-bearing accounts with returns paid in Bitcoin and Ether,
with its program attracting millions of dollars in deposits right
away.
BlockFi grew during the pandemic years and had offices in New York,
New Jersey, Singapore, Poland and Argentina.
BlockFi worked with FTX US after it took an $80 million hit from
the bad debt of crypto hedge fund Three Arrows Capital, which
imploded after the TerraUSD stablecoin wipeout in May 2022.
BlockFi had significant exposure to the companies founded by former
FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a
$400 million credit line from FTX US in an agreement that also gave
FTX the option to acquire BlockFi through a bailout orchestrated by
Bankman-Fried over the summer. BlockFi also had collateralized
loans to Alameda Research, the trading firm co-founded by
Bankman-Fried.
BlockFi is the latest crypto firm to seek bankruptcy amid a
prolonged slump in digital asset prices. Lenders Celsius Network
LLC and Voyager Digital Holdings Inc. also filed for court
protection this year. Kirkland & Ellis is also advising Celsius
and Voyager in their separate Chapter 11 cases.
BlockFi Inc. and eight affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on
Nov. 28, 2022. In the petitions signed by their chief executive
officer, Zachary Prince, the Debtors reported $1 billion to $10
billion in both assets and liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors taped Kirkland & Ellis and Haynes and Boone, LLP as
general bankruptcy counsels; Walkers (Bermuda) Limited as special
Bermuda counsel; Cole Schotz, P.C. as local counsel; Berkeley
Research Group, LLC as financial advisor; Moelis & Company as
investment banker; and Street Advisory Group, LLC as strategic and
communications advisor. Kroll Restructuring Administration, LLC is
the notice and claims agent.
BUFFALO STATION: Court Okays Appointment of Chapter 11 Trustee
--------------------------------------------------------------
Judge Edward Morris of the U.S. Bankruptcy Court for the Northern
District of Texas approved the appointment of David Wallace as
Chapter 11 trustee for Buffalo Station, LLC and its affiliates.
The appointment comes upon the application filed by the U.S.
Trustee for Region 6 to appoint a bankruptcy trustee in the
companies' Chapter 11 cases.
Mr. Wallace disclosed in a court filing that he does not have any
connection with the companies, creditors and other "parties in
interest."
A copy of the appointment order is available for free at
https://bit.ly/3GL8W8b from PacerMonitor.com.
About Buffalo Station
Buffalo Station, LLC -- https://buffalostationapts.com/ -- doing
business as Winchester, is a Single Asset Real Estate (as defined
in 11 U.S.C. Sec. 101(51B)).
Buffalo Station, LLC and its affiliates filed petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Lead
Case No. 22-42943) on Dec. 5, 2022. In the petition filed by its
managing member, Bo Fontana, Buffalo Station reported between $1
million and $10 million in both assets and liabilities.
The Debtors are represented by Joyce W. Lindauer Attorney, PLLC.
CANOO INC: Tony Aquila Reports 19.2% Stake as of Jan. 4
-------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, these entities and individuals reported beneficial
ownership of shares of common stock of Canoo Inc. as of Jan. 4,
2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
AFV Partners SPV-4 LLC 12,509,387 3.9%
AFV Partners SPV-7 LLC 35,273,268 10.9%
AFV Partners SPV-7/A LLC 3,450,000 1.1%
AFV Partners SPV-10 LLC 4,504,505 1.4%
AFV Management Advisors LLC 55,737,160 17.2%
Tony Aquila 62,479,217 19.2%
The 62,479,217 shares are owned as follows: (i) 12,509,387 shares
of the Issuer's Common Stock by AFV-4, (ii) 35,273,268 shares of
the Issuer's Common Stock by AFV-7, (iii) 3,450,000 shares of the
Issuer's Common Stock by AFV-7/A, and (iv) 4,504,505 shares of the
Issuer's Common Stock by AFV-10. Mr. Aquila is the managing member
of AFV, which exercises ultimate voting and investment power with
respect to the shares held by (i) AFV-4, (ii) AFV-7, (iii) AFV-7/A
and (iv) AFV-10. Mr. Aquila may be deemed to hold voting and
dispositive power with respect to the securities held indirectly by
AFV, and held of record by (i) AFV-4, (ii) AFV-7, (iii) AFV-7/A and
(iv) AFV-10.
In addition to the Issuer's Common Stock held by AFV-4, AFV-7,
AFV-7/A and AFV-10, the amount includes 6,742,057 shares of Issuer
Common Stock held directly by Mr. Aquila.
The percentages were calculated based on 324,500,887 shares of the
Issuer's Common Stock outstanding as of Nov. 3, 2022, as reported
on the Issuer's Form 10-Q filed on Nov. 9, 2022.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1750153/000110465923001910/tm232495d1_sc13da.htm
About Canoo
Torrance, California-based Canoo -- www.canoo.com -- is a mobility
technology company with a mission to bring electric vehicles to
everyone and provide connected services that improve the vehicle
ownership experience. The Company is developing a technology
platform that it believes will enable the Company to rapidly
innovate and bring new products, addressing multiple use cases, to
market faster than its competition and at lower cost.
Canoo reported a net loss and comprehensive loss of $346.77 million
in 2021 following a net loss and comprehensive loss of $86.69
million in 2020. For the nine months ended Sept. 30, 2022, the
Company reported a net loss and comprehensive loss of $407.46
million. As of Sept. 30, 2022, the Company had $444.78 million in
total assets, $216.91 million in total liabilities, and $227.87
million in total stockholders' equity.
"We require substantial additional capital to develop our EVs and
services and fund our operations for the foreseeable future. We
will also require capital to identify and commit resources to
investigate new areas of demand. Until we can generate sufficient
revenue from vehicle sales, we are financing our operations through
access to private and public equity offerings and debt financings.
Management believes substantial doubt exists about the Company's
ability to continue as a going concern for twelve months from the
date of issuance of the financial statements included in this
Quarterly Report on Form 10-Q," Canoo stated in its Form 10-Q filed
with the Securities and Exchange Commission on Nov. 9, 2022.
CENTERPOINTE HOTELS: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------------
CenterPointe Hotels @ Texas II, LP and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, for authority to use cash collateral and provide
adequate protection.
CenterPointe Hotels requires the use of cash collateral to ensure
there are no lapses in operation, no matter how transitory, that
could have a devastating impact on the value of the Debtors'
business and efforts to effectuate a reorganization.
The Debtors were formed in 2013 in connection with a planned
two-phase hotel development project, referred to as the "City East
Development," for the construction of four hotel properties in
total. The Debtor CenterPointe Partners @ Texas, LLC was
established as Texas limited liability company, with its initial
members being, Lou Ann Guillory and DCG Hotel Partners, LLC, an
affiliated entity owned by L. Guillory, James Guillory, Sr., and
James Guillory, Jr., to act as general partner and manager of
certain subsidiary investment vehicle entities, including Debtor
CenterPointe Hotels @ Texas II, L.P.
CP Hotels was established as Texas limited partnership, with CP
Partners being its General Partner, acquire and real property
located east of downtown Houston at 10505 East Freeway, Houston,
Texas 77029, and to construct and lease the initial hotel built in
phase one of the City East Development – the Hampton Inn Houston
I-10 East.
The real property and improvements upon and in which the Hotel
operates is leased to CP Partners. CP Partners owns the
license/franchise authorizing the operation of the Hotel as a
Hampton branded hotel pursuant to a Franchise License Agreement by
and between Hampton Inns Franchise LLC and CP Partners. Hotel
operations are managed by HarDam Hospitality, LLC, a non-debtor
affiliate of the Debtors, and Gibson Hotel Management, Inc.
Shortly after the formation of CP Hotels, the Debtors with DCG
Partners acting as sponsor and organizer, raised approximately $1.8
million through a private offering of Class A Special Limited
Partner Units. The Class A Interests are held by CP Partners and
Jack Lee, Paul Lee, George Lee, and Agama Properties, LLC.
To finance the acquisition and construction of the Hotel, CP
Partners obtained a SBA-guaranteed 504 loan in the aggregate amount
of $8 million. Pursuant to the terms of the SBA Authorization for
Debenture Guarantee, the SBA 504 Financing consisted of two
separate loans: (i) a senior secured loan in the amount of $4.657
million from ZB, N.A. dba Amegy Bank f/k/a Amegy Bank National
Association; and (ii) a $3.344 million subordinated loan funded by
a debenture issued by Greater Texas Capital Corporation and
guaranteed by the U.S. Small Business Administration.
The First Lien Debt is evidenced by that October 11, 2013,
Promissory Note in the original principal amount of $4.5 million
and increased and modified to $4.657 million pursuant to a series
of written Note and Lien Modification, Renewal and Extension
Agreements, with the fifth and last such written modification
recorded in Harris County at RP-2020-635702.
The 504 Loan is evidenced by an October 11, 2013, Promissory Note
in the original principal sum of $3.344 million, which is secured
by a second lien Deed of Trust, Security Agreement, Financing
Statement and Assignment of Rents, which was recorded in Harris
County on January 20, 2016, under RP-2016-23188.
While CP Partners is a guarantor of the SBA 504 Financing, CP
Partners is not a borrow and its guaranty is unsecured, except to
the extent that CP Partners owns any of the FFE Collateral.
The SBA 504 Financing is currently owned and held by ZSBNP, LLC.
In 2020, the SBA established its COVID-19 Economic Injury Disaster
Loan (EIDL) program to help small business stay in operations and
recover from the economic impact of the COVID-19 pandemic. Pursuant
to the EIDL program, CP Partners received loan from the SBA in the
amount of $500,000. The EIDL Loan is evidenced by May 19, 2020,
Note, as modified by that 1st Modification Note dated March 10,
2022 and is secured by liens in and to property then owned or
thereafter acquired by CP Partners. CP Hotels is neither a
borrower nor a guarantor under the EIDL Loan.
The Debtors intend to provide adequate protection, to the extent of
the aggregate diminution in value of cash collateral from and after
the Petition Date, to the secured lenders, for the use of the cash
collateral by:
a. maintaining the going concern value of the collateral by
using the cash collateral to continue to operate the business and
administer the Chapter 11 Cases;
b. servicing the EIDL Loan by making monthly payments to the
SBA at the contract rate on the EIDL Note; and
c. servicing the SBA 504 Financing Debt by making interest
only payments to the holder in the amount of $18,100 per month.
A copy of the motion is available at https://bit.ly/3k7JYXL from
PacerMonitor.com.
About CenterPointe Hotels @ Texas II, LP
CenterPointe Hotels @ Texas II, LP is primarily engaged in renting
and leasing real estate properties.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30023) on January 2,
2023. In the petition signed by James O. Guillory Jr., president,
the Debtor disclosed up to $50 million in assets and up to $10
million in liabilities.
David L. Curry, Jr., Esq., at Okin Adams Bartlett Curry LLP,
represents the Debtor as counsel.
CENTERPOINTE PARTNERS: Files Bare-Bones Chapter 11 Petition
-----------------------------------------------------------
CenterPointe Partners @ Texas LLC filed for chapter 11 protection
in the Southern District of Texas without stating a reason.
According to court filings, CenterPointe Partners @ Texas LLC
estimates between $1 million and $10 million in debt owed to 1 to
49 creditors. The petition states that funds will be available to
unsecured creditors.
About CenterPointe Partners
CenterPointe Partners @ Texas LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 23-30025) on January 3, 2022. In the petition filed by
Mark Allen, as manager, the Debtor reported assets and liabilities
between $1 million and $10 million.
The Debtor is represented by:
David L Curry, Jr, Esq.
Okin Adams, LLP
10505 East Fwy
Houston, TX 77029
CINEWORLD GROUP: Denies Negotiations With AMC Over Cinemas' Sale
----------------------------------------------------------------
The Guardian reports that the bankrupt chain Cineworld has denied
it attempted to break up the business and sell some of its cinemas
to the owner of its rival Odeon, saying it was holding out hope for
a buyer interested in acquiring the entire business.
The denial comes after reports claimed the world's second-largest
cinema chain, which filed for bankruptcy protection in the US in
September 2022, had been in talks to offload some of its cinemas in
the US and Europe to AMC Entertainment.
"Cineworld would like to clarify that neither it nor its advisers
have participated in discussions with AMC Entertainment Holdings
Inc regarding the sale of any of its cinema assets," the company
said on Jan. 3, 2023. It also denied that any of its lenders were
in talks with the Odeon owner.
The British cinema firm, which also owns the Picturehouse brand,
emphasised it was focused on selling the business as a whole,
rather than seeking buyers for individual assets, and planned to
approach interested parties later this month.
The company was forced to file for bankruptcy protection in the US
in the autumn, after it failed to bounce back from closures during
the Covid outbreak. Lockdowns, which forced most of its 751 sites
to close, contributed to a $708 million (GBP592 million) loss last
2022, and the accumulation of $4.8 billion in debts.
The bankruptcy filing process, known as chapter 11, is meant to
give companies time to negotiate with creditors and reach a deal
over how to reduce their debt.
Cineworld had also been grappling with the financial fallout of its
abandoned takeover of the rival chain Cineplex, which left the
company with a $1bn bill meant to compensate the Canadian firm for
the failed bid.
"Cineworld has been in a perilous state financially after
undertaking an aggressive expansion plan that saw it move into the
US, quickly followed by an aborted deal in Canada", Russ Mould, the
investment director at AJ Bell, said.
"Covid then struck, leaving the business gathering dust while its
debts still needed to be paid. The reopening of the cinema industry
post-pandemic has not gone smoothly and Cineworld has found itself
on borrowed time."
About Cineworld Group PLC
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the US.
According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).
The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.
Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt.
PJT Partners LP is providing financial advice, Kirkland & Ellis LLP
and Slaughter and May are acting as legal counsel and AlixPartners
LLP is serving as restructuring advisor to Cineworld. Jackson
Walker LLP is the co-bankruptcy counsel. Kroll is the claims
agent.
About AMC
Entertainment
AMC Entertainment Holdings, Inc., is engaged in the theatrical
exhibition business. It operates through theatrical exhibition
operations segment. It licenses first-run motion pictures from
distributors owned by film production companies and from
independent distributors. The Company also offers a range of
food and beverage items, which include popcorn; soft drinks; candy;
hot dogs; specialty drinks, including beers, wine and mixed drinks,
and made to order hot foods, including menu choices, such as curly
fries, chicken tenders and mozzarella sticks.
AMC operates over 900 theatres with 10,000 screens globally,
including over 661 theatres with 8,200 screens in the United States
and over 244 theatres with approximately 2,200 screens in Europe.
The Company's subsidiary also includes Carmike Cinemas, Inc.
AMC was forced to shutter its theaters when the Covid-19 pandemic
struck in March 2020. But the cinema industry struggling to
recover from the pandemic with 2021 and 2022 attendance still below
pre-pandemic levels.
AMC, the world's biggest theater chain, warned in October 2020 that
liquidity will be largely depleted by the end of 2020 or early 2021
if attendance doesn't pick up, and it's exploring actions that
include asset sales and joint ventures.
However, AMC managed to raise $1.8 billion in 2021, capitalizing on
the rally triggered by retail investors' interest in meme stocks.
* * *
In December 2022 , S&P Global Ratings lowered its issuer credit
rating on AMC Entertainment Holdings Inc. to 'CC' from
'CCC+'. In addition, S&P also lowered its issue-level rating on
the second-lien notes due 2026 to 'CC' from 'CCC-'. The negative
outlook reflects S&P's expectation that it will lower its issuer
credit rating on the company to 'SD' (selective default) upon the
completion of the proposed exchange offer. AMC had announced it is
exchanging $100 million of its second-lien notes due 2026 for
preferred equity. S&P said it views the debt-for-equity exchange
as distressed and tantamount to default.
CORE SCIENTIFIC: To Close More Than 37,000 Celsius Crypto Rigs
--------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that Celsius Network LLC has
agreed to let Core Scientific Inc. shut off more than 37,000 crypto
mining rigs that the bankrupt digital-asset lender hasn't been
fully paying for, resolving a months-long conflict.
Core, a Bitcoin miner that hosts rigs for third parties, itself
filed for bankruptcy last December 2022 and partially blamed
non-payment by Celsius for its downfall. Their hosting deal allows
Core to pass on some power costs to Celsius, but the company hasn't
been paying those bills since it filed for Chapter 11 protection in
July 2022, according to lawyers for Core Scientific.
Core Scientific provides hosting solutions for third parties,
including Celsius Mining, LLC, f/k/a Celsius Core, LLC, and also
operates its own digital asset mining machines.
Core Scientific filed in Bankruptcy Court a motion to reject: (i)
the 2020 Master Services Agreement (the "2020 MSA") by and between
Debtor Core Scientific Operating Company (formerly known as Core
Scientific, Inc.) ("Core") and Celsius, (ii) the 2021 MSA between
Core and Celsius (the "2021 MSA"), and (iii) Order Nos. 1–10 to
the 2020 MSA2 and Order No. 1A to the 2021 MSA.
In seeking emergency approval of its motion, Core explained that
for each day that the Debtors continue performing under the Celsius
Contracts, the Debtors anticipate losing a projected $28,840 in
power costs that Celsius improperly refuses to pay. Compounding
this loss, the Celsius Contracts also prevent the Debtors from
using the hosting capacity currently allocated to the Celsius
machines -- which is at a premium given that the Debtors do not
have enough hosting capacity to cover demand -- for other
profitable opportunities that are immediately available to the
Debtors and would generate an estimated $2 million per month in
incremental revenue for the Debtors' estates. As a result,
rejecting the Celsius Contracts will also have a positive impact on
the Debtors' liquidity.
About Core Scientific
Core Scientific, Inc. (NASDAQ: CORZ) is the largest U.S.
publicly-traded Bitcoin mining company in computing power. Core
Scientific, which was formed following a business combination in
July 2021 with blank check company XPDI, is a large-scale operator
of dedicated, purpose-built facilities for digital asset mining
colocation services and a provider of blockchain infrastructure,
software solutions and services. Core mines Bitcoin, Ethereum and
other digital assets for third-party hosting customers and for its
own account at its six fully operational data centers in North
Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core
was formed following a business combination in July 2021 with XPDI,
a blank check company.
In July 2022, one of the Company's largest customers, Celsius
Mining LLC, filed for Chapter 11 bankruptcy in New York.
With low Bitcoin prices depressing mining revenue to a record low,
Core Scientific first warned in October 2022 that it may have to
file for bankruptcy if the company can't find more funding to repay
its debt that amounts to over $1 billion.
Core Scientific did not make payments that came due in late October
and early November 2022 with respect to several of its equipment
and other financings, including its two bridge promissory notes.
Core Scientific Inc. filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-90340) on Dec.
21, 2022.
As of Sept. 30, 2022, the Company had total assets of US$1.4
billion and total liabilities of US$1.3 billion.
The Company hired Weil, Gotshal & Manges LLP, as legal advisers,
PJT Partners LP, as investment banker, and AlixPartners LLP as
financial advisor. Stretto is the claims agent.
A group of Core Scientific convertible bondholders is working with
restructuring lawyers at Paul Hastings.
CRYPTO CO: Borrows Additional $125K From AJB Capital
----------------------------------------------------
The Crypto Company disclosed in a Form 8-K filed with the
Securities and Exchange Commission it entered into a First
Amendment to Promissory Note to amend certain terms of a Promissory
Note originally issued by the Company on or about May 3, 2022 in
favor of AJB Capital Investments, LLC.
Pursuant to the Amendment, AJB loaned the Company an additional
$125,000 (resulting in proceeds to the Company of $100,000 after
giving effect to an original issue discount of $25,000), and, as a
result the Amendment served to increase the face amount of the Note
to $1,125,000 to give effect to the additional funds loaned to the
Company. All transaction documents originally entered into by the
parties in connection with the issuance of the Note were amended to
cause the term "Principal" to mean the sum of $1,125,000. Except
as amended by the Amendment all of the original terms and
conditions of the Note remain as set forth in the original
transaction documents.
The Company used proceeds of the additional loan amount, in part,
to satisfy in full all remaining obligations owed by the Company
pursuant to a promissory note in the principal amount of $79,250
issued in favor of 1800 Diagonal Lending, LLC in July 2022. As a
result, the July Diagonal Note is satisfied in full and was
terminated.
About Crypto Company
Malibu, CA-based The Crypto Company -- www.thecryptocompany.com --
is in engaged in the business of providing consulting services and
education for distributed ledger technologies, for the building of
technological infrastructure, and enterprise blockchain technology
solutions.
Crypto Company reported a net loss of $785,630 for the 12 months
ended Dec. 31, 2021, compared to a net loss of $2.82 million for
the 12 months ended Dec. 31, 2020. As of Sept. 30, 2022, the
Company had $2.49 million in total assets, $4.85 million in total
liabilities, and a total stockholders' deficit of $2.36 million.
DIEBOLD NIXDORF: S&P Upgrades ICR to 'CCC+', Outlook Positive
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
ATM and point-of-sale provider Diebold Nixdorf Inc. to 'CCC+' from
'SD'.
S&P also assigned its 'CCC+' and 'CCC-' issue-level ratings to its
new extended term loans due 2025 and exchanged second-lien notes
due 2026, respectively. The recovery ratings are '4' and '6'
respectively.
S&P said, "The positive outlook reflects our expectation that the
company's increased backlog, price increases and cost-cutting
efforts coupled with supply chain efficiencies will materially
improve EBITDA margins and reduce leverage toward the mid-8x area
by the end of 2023. We also expect this will improve prospects for
growing free cash flow generation to support FOCF to debt in the
low-single–digit percent area over the next 12 months.
"Company faces business restructuring, high execution risk, and
sluggish growth given difficult industry conditions coupled with
significant debt load; but we recognize the company's history of
taking out costs Diebold now carries higher leverage after
completing its TSA as well as increased annualized cash interest
burden of around $20 million. While the longer maturity runway and
increased liquidity provide further short-term financial
flexibility, we still expect Diebold to have high leverage with S&P
Global Ratings'-adjusted leverage near 8.5x by year-end 2023.
Considering Diebold's weak performance in recent quarters, we see
such leverage as unsustainable over the longer term absent
significant improved operating performance, including a return to
more stable profitability and cash flow generation. In fiscal 2023,
we project Diebold will generate FOCF between $50 million and $55
million, which equates to adjusted FOCF/debt in the
low-single-digit area. That includes the benefits of paid-in-kind
(PIK) interest of about $28 million. However, its cumbersome debt
balance ensures that it has little room to underperform over the
next year or it will risk facing challenges similar to those in
2022.
"Diebold has a long history of incurring high restructuring costs
although it has a good track record of realizing the benefit of its
savings plan, albeit at a slow pace. We expect the company to incur
around $68 million in restructuring payments in 2023, which we do
not add back to our EBITDA calculation. There is the risk that some
of these restructuring costs could spill over into 2024 while also
being higher than originally expected, which could delay the pace
of margin accretion.
"The positive outlook reflects our expectation that the company's
increased backlog, price increases and cost-cutting efforts coupled
with supply chain efficiencies will materially improve EBITDA
margins and reduce leverage toward the mid-8x area by the end of
2023. We also expect this will improve prospects for growing free
cash flow generation to support FOCF to debt in the
low-single–digit percent area over the next 12 months.
"We could revise our outlook to stable if high restructuring costs
persist such that adjusted leverage remains above 7.5x and FOCF
remains weak. This could occur if the company does not achieve cost
reduction and profit goals, and continues to experience large
negative working capital outflows because of supply chain
headwinds."
S&P could raise its ratings if:
-- The company achieves and sustains revenue growth;
-- Easing supply chain pressures and cost restructuring efforts
support sustained EBITDA margin expansion to high single digits
range and growing FOCF levels.
ESG credit indicators: E-2, S-3, G-2
S&P said, "Social factors are a modestly negative consideration in
our credit rating analysis because we expect the role of physical
cash as a means of exchange to decline over time. Access to other
methods of payments, such as wire transfers and mobile-to-mobile
payments, is rising and we expect the need for ATM hardware will
decline as the use of alternative payments expands."
DNATRIX INC: Seeks Approval to Hire Michael Lack as CRO
-------------------------------------------------------
DNAtrix, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Michael Lack, a consultant in
California, as its chief restructuring officer.
The CRO's services include:
a. assessing the Debtor's business, financial obligations,
operational needs, assets, business plan, reorganization or
liquidation strategy and operating forecasts, and assessing
go-forward options with respect to same;
b. evaluating the Debtor's strategic and financial
alternatives;
c. evaluating and planning for a potential Section 363 sale or
other sale of the Debtor's assets (in whole or in part);
d. determining the amount of funding, and soliciting,
negotiating and securing debtor-in-possession financing or other
funding alternatives;
e. creating a business or liquidation plan to present to the
Debtor's stakeholders to address the Debtor's re-payment of or
distribution plan for its outstanding debt;
f. advising the Debtor on developing, evaluating, structuring
and negotiating the terms and conditions of a plan of liquidation
or for such other type of restructuring or liquidation;
g. communicating with the Debtor's stakeholders;
h. making employment-related decisions following consultation
with the Debtor's board, management and counsel;
i. overseeing litigation related to claims asserted by and
against the Debtor;
j. monitoring daily cash allocation and cash management
processes;
k. other services, which may include, without limitation,
advising the Debtor concerning obtaining additional financing,
recruiting personnel, and the implementation of a turnaround plan.
Mr. Lack's standard hourly rate is $500.
In addition, the CRO will receive reimbursement for work-related
costs and expenses.
As disclosed in court filings, Mr. Lack neither holds nor
represents any interest adverse to the Debtor's estate.
The CRO holds office at:
Michael Lack
168 Sycamore Ave
Carlsbad, CA 92008
About DNAtrix Inc.
DNAtrix Inc. -- https://www.dnatrix.com -- is a clinical stage,
biotechnology company in Carlsbad, Calif., which develops
virus-driven immunotherapies for cancer. Its lead product,
DNX-2401, is a modified common cold virus that targets and kills
cancer cells selectively.
DNAtrix filed a petition for relief under Subchapter V of Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-11193) on
Nov. 16, 2022, with between $1 million and $10 million in both
assets and liabilities. Jami B. Nimeroff has been appointed as
Subchapter V trustee.
Judge Brendan Linehan Shannon oversees the case.
The Debtor tapped Bielli & Klauder, LLC as bankruptcy counsel;
Dwyer Murphy Calvert, LLP as corporate counsel; and Griffin
Financial Group, LLC as investment banker. Michael Lack, a
consultant in California, is the Debtor's chief restructuring
officer.
E QUALCOM: Seeks Court Approval to Hire Appraiser
-------------------------------------------------
E Qualcom, Corp. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Jorge Luis Canellas, a
certified general appraiser in Miami, Fla.
The Debtor requires an appraiser to:
a) give advice with respect to its real estate financial
condition and duties as a debtor-in-possession;
b) prepare an appraisal of the Debtor's real property;
c) give advice with respect to the present value, market
opportunities and market conditions; and
d) assist legal counsel in protecting the interests of the
Debtor.
Mr. Canelllas disclosed in a court filing that he does not
represent any interest adverse to the Debtor.
Mr. Canellas can be reached at:
Jorge L Canellas
18062 NW 87th Court,
Miami, FL, 33018
Mobile: 786-277-0061
Office: 305-512-1420
Fax: 305-512-1420
About E Qualcom Corp.
E Qualcom, Corp. filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-15957) on Aug. 1, 2022, with as much as $10 million in both
assets and liabilities. Aleida Martinez-Molina has been appointed
as Subchapter V trustee.
Judge Peter D. Russin oversees the case.
David W. Langley, Attorney At Law is the Debtor's counsel.
EAST BROADWAY: UST Says Secured Creditor's Disclosure Inadequate
----------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2,
objects to the Disclosure Statement and the proposed Chapter 11
Plan of Reorganization filed by secured creditor, Bank of Hope (the
"BOH"), for Debtor East Broadway Mall, Inc.
The Plan and Statement are premised on a term sheet (the "Term
Sheet") negotiated between and among BOH, the City of New York (the
"City"), and Broadway East Group, LLC ("BEG"), the proposed
assignee of the Debtor's interest in a lease (the "Lease") for land
beneath the Manhattan Bridge, originally designated as 59-77
Division Street, Manhattan, and later redesignated as 88 East
Broadway, which Term Sheet is not attached to the Plan, the
Statement, or any other filing before this Court.
The United States Trustee claims that there are numerous references
in the Statement to the Term Sheet and in the Plan, and BOH clearly
relies on the terms negotiated with BEG in order to confirm the
Plan. However, without filing a copy of the Term Sheet or the
revised Lease, the Statement does not adequately describe the terms
of the Plan or provide adequate information to evaluate the
feasibility of the Plan.
Furthermore, it is unclear how priority tax claimants will be paid
under the Plan, let alone be paid the total value of their claims
within five years of the commencement of this case. Accordingly,
the Plan may not comply with section 1129(a)(9)(C) of the
Bankruptcy Code, which requires, among other things, priority tax
claims to be paid the total value of their claim, as of the
effective date, over a period not exceeding 5 years after the
commencement of the case. The Statement should address how, if at
all, the Plan complies with section 1129(a)(9)(C) of the Bankruptcy
Code.
The United States Trustee also objects to the broad exculpation
clause that does not make an exception for fraud, protects numerous
non-fiduciaries, and fails to include the necessary temporal scope.
Finally, the exculpation provision should be clear that exculpated
parties shall not have any liability to any holder of a claim for
any claims arising between the Petition Date and the Effective
Date.
A full-text copy of the United States Trustee's objection dated
January 5, 2023 is available at https://bit.ly/3Gy5Cfn from
PacerMonitor.com at no charge.
About East Broadway Mall
East Broadway Mall, Inc., operates a commercial mall located at 88
East Broadway in the City, County and State of New York. On March
1, 1985, Debtor entered into a 50-year lease commercial lease, with
the City through the New York City Department of General Services
for use of land beneath the Manhattan Bridge. Upon execution of
the Lease in 1985, the Debtor expended more than one million
dollars to construct a mall on the land.
East Broadway Mall, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12280) on July 12,
2019. In the petition signed by its president, Grace Chan, the
Debtor was estimated to have assets and debts of less than $50,000.
The Debtor hired Sferrazza & Keenan, PLLC, as counsel, and The
Carey Group LLC, as special counsel.
ECOARK HOLDINGS: William Hoagland Quits as Unit CEO, Director
-------------------------------------------------------------
William Hoagland, chief executive officer and a director of Agora
Digital Holdings, Inc., an approximately 89 percent majority owned
subsidiary of Ecoark Holdings, Inc., has resigned from his
positions as an officer and director of Agora to pursue other
interests.
According to the Company's Form 8-K filed with the Securities and
Exchange Commission, Mr. Hoagland's departure from Agora was
amicable and he was in good standing at the time of his
resignation. As a result of his resignation from his positions
with Agora, Mr. Hoagland is no longer an employee or director of
the Company or any subsidiary.
In connection with Mr. Hoagland's resignation, Daniel Koehler,
Agora's president and Britt Swann its chief financial officer, will
be the principal executive officers of Agora going forward.
About Ecoark Holdings
Rogers, Arkansas-based Ecoark Holdings, Inc., is a diversified
holding company incorporated in 2007. Through Ecoark's
wholly-owned subsidiaries, the Company has subsidiaries focused on
three areas: (i) oil and gas, including exploration, production and
drilling operations on approximately 30,000 cumulative acres of
active mineral leases in Texas, Louisiana, and Mississippi and
transportation services, (ii) Bitcoin mining, and (iii)
post-harvest shelf-life and freshness food management technology.
The Company also had operations providing financial services until
June 17, 2022 when it sold Trend Discovery Holdings LLC to a third
party.
Ecoark reported a net loss of $10.55 million for the year ended
March 31, 2022, a net loss of $20.89 million for the year ended
March 31, 2021, a net loss of $12.14 million for the year ended
March 31, 2020, and a net loss of $13.65 million for the year ended
March 31, 2019. As of Sept. 30, 2022, the Company had $46.62
million in total assets, $9.32 million in total liabilities, $9.21
million in series A convertible redeemable preferred stock, and
$28.08 million in total stockholders' equity.
EMS BILLING: Seeks to Hire Berken Cloyes as Bankruptcy Counsel
--------------------------------------------------------------
EMS Billing Solutions, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to hire Berken Cloyes, P.C. as
its legal counsel.
The firm's services include:
a. providing legal advice to the Debtor with respect to its
powers and duties;
b. advising the Debtor with respect to its responsibilities to
comply with the U.S. Trustee's Operating Guidelines and Reporting
Requirements as well as the rules of the court;
c. preparing legal documents necessary in the administration
of the Debtor's Chapter 11 case;
d. protecting the interests of Debtor in all matters pending
before the court;
e. representing the Debtor in negotiation with its creditors
to prepare a plan of reorganization or other exit plan;
f. negotiating with third-parties expressing interest in
purchasing the assets of the Debtor as a going-concern; and
g. assisting the Debtor in the preparation of reports of
operation and other relevant financial disclosures.
The firm will be paid at these rates:
Stephen Berken $350 per hour
Sean Cloyes $350 per hour
Joshua Sheade $350 per hour
Paralegals $125 per hour
As disclosed in court filings, Berken Cloyes is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Stephen E. Berken, Esq.
Sean Cloyes, Esq.
Berken Cloyes PC
1159 Delaware Street
Denver, CO 80202
Phone: 303-623-4359
Email: stephenberkenlaw@gmail.com
sean@berkencloyes.com
About EMS Billing Solutions
EMS Billing Solutions, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
22-15088) on Dec. 30, 2022, with $50,001 to $100,000 in assets and
$500,001 to $1 million in liabilities. Gaylene Garcia-Kabel,
president of EMS Billing Solutions, signed the petition.
Judge Elizabeth E. Brown oversees the case.
Sean Cloyes, Esq., at Berken Cloyes, PC represents the Debtor as
legal counsel.
ENTERCOM MEDIA: Calamos LSEDIT Marks $284,000 Loan at 23% Off
-------------------------------------------------------------
Calamos Long/Short Equity & Dynamic Income Trust has marked its
$284,000 loan extended to Entercom Media Corp to market at $220,033
or 77% of the outstanding amount, as of October 31, 2022, according
to a disclosure contained in Calamos LSEDIT's Form N-CSR for the
fiscal year ended October 31, 2022, filed with the Securities and
Exchange Commission on December 29.
Calamos LSEDIT extended a Bank Loan that carries a 6.132% interest
(1 mo. LIBOR + 2.50%) to Entercom Media Corp. The loan is scheduled
to mature on November 18, 2024.
Calamos LSEDIT was organized as a Delaware statutory trust on
September 21, 2017, and is registered under the Investment Company
Act of 1940, as a diversified, closed-end management investment
company. The Fund commenced operations on November 29, 2019.
Calamos Advisors LLC serves as the investment manager and
administrator for the Fund.
Entercom Media Corp is in the broadcasting industry.
FAIRPORT BAPTIST: PCO Raises Concern Over Limited Cash Reserves
---------------------------------------------------------------
Eric Huebscher, the court-appointed patient care ombudsman, filed a
fourth report regarding the quality of patient care provided at the
nursing home operated by Fairport Baptist Homes and its affiliates.
In his report, which covers the period from Nov. 3, 2022 to Jan. 4,
2023, the PCO cited the refusal of the companies to share their
updated weekly financial forecasts and budgets. Based on the
limited financial forecast provided to him, the PCO is concerned
that the companies are at risk of depleting their cash reserves by
the last week of February or the first week of March.
The PCO requested to be contemporaneously included in
communications between and among the companies, the buyer and the
State of New York regarding the regulatory filings for the change
in ownership. The timeline of ownership change overlaps with the
companies' financial ability to continue to fund operations,
according to the PCO.
The PCO also noted that the companies' health services profile has
changed considerably with the elimination of the rehabilitation
unit and the cessation of admissions. The companies' decision in
this regard was based on matching the incumbent workforce with the
patient needs. The PCO does not believe that patient care is
compromised or has declined since the last reporting period.
A copy of the fourth PCO report is available for free at
https://bit.ly/3GLifFa from PacerMonitor.com.
About Fairport Baptist Homes
Fairport Baptist Homes and its affiliates, Fairport Baptist Homes
Adult Care Facility, Inc., FBH Community Ministries and FBH
Distinctive Living Communities, Inc., operate skilled nursing care
facilities.
Fairport Baptist Homes owns a New York-licensed 142-bed residential
health care facility at the FBH campus in Fairport, N.Y., and 42
independent living units known as Deland Acres.
On May 6, 2022, Fairport Baptist Homes and its affiliates sought
Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Lead Case No.
22-20220). In the petition filed by Fairport President Thomas H.
Poelma, Fairport Baptist Homes listed $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
The Debtors tapped John A. Mueller, Esq., at Lippes Mathias, LLP as
bankruptcy counsel and Pullano & Farrow, PLLC as special counsel.
Epiq Corporate Restructuring, LLC is the claims and noticing
agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on June 2,
2022. Dentons US, LLP and ToneyKorf Partners, LLC serve as the
committee's legal counsel and financial advisor, respectively.
Eric M. Huebscher, the patient care ombudsman appointed in the
Debtors' cases, is represented by Kelly C. Griffith, Esq., at
Harris Beach, PLLC.
FINASTRA USA: Fidelity Fund Marks $13.7M Loan at 27% Off
--------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $13,700,000 loan extended to Finastra U.S.A. Inc.
to market at $10,027,000 or 73% of the outstanding amount, as of
October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche second lien term
loan that carries a 10.6207% interest (3 month U.S. LIBOR + 7.250%)
to Finastra U.S.A. Inc. The loan is scheduled to mature on June 13,
2025.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Finastra USA, Inc. provides financial software solutions,
specializing in retail and transaction banking, lending, and
treasury and capital markets. Finastra USA serves customers in the
United States.
FTX TRADING: Bail Guarantors Face Risks If Identified, Says SBF
---------------------------------------------------------------
Chris Dolmetsch of Bloomberg News reports that FTX founder Sam
Bankman-Fried asked a judge to keep confidential the identities of
two people who will help secure his bail to protect them from
public scrutiny and potential harassment.
Lawyers for Bankman-Fried filed a letter seeking redactions of the
names of the two people who intend to sign on as sureties to his
$250 million bail package, saying there is no need for public
disclosure. Their request was granted Tuesday by US District Judge
Lewis A. Kaplan in New York, after Bankman-Fried pleaded not guilty
to eight criminal charges. A trial date was set for Oct. 2, 2023.
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 4:30 a.m. on Nov. 11, 2022, 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.
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.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
Lawyers at Paul Weiss represented SBF but later renounced
representing the entrepreneur due to a conflict of interest.
Morris, Nichols, Arsht & Tunnell LLP and Eversheld Sutherland (US)
LLP are representing the Ad Hoc Group of Non-U.S. Customers of
FTX.com.
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel.
FTX TRADING: Committee Has Jefferies, FTI as Financial Advisors
---------------------------------------------------------------
Soma Biswas and Jonathan Randles of The Wall Street Journal report
that the committee of FTX customers chosen to represent the
interests of all exchange users in its chapter 11 case hired
Jefferies and FTI Consulting Inc. as financial advisers, according
to people familiar with the matter.
The official committee earlier brought on the law firm Paul
Hastings LLP. Made up of nine members, the official committee is
the sole customer group that can currently bill its legal and
advisory fees to FTX.
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 4:30 a.m. on Nov. 11, 2022, 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.
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.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
Lawyers at Paul Weiss represented SBF but later renounced
representing the entrepreneur due to a conflict of interest.
Morris, Nichols, Arsht & Tunnell LLP and Eversheld Sutherland (US)
LLP are representing the Ad Hoc Group of Non-U.S. Customers of
FTX.com.
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel.
FTX TRADING: Sam Bankman-Fried Blocked from Accessing Assets
------------------------------------------------------------
Sindhu Sundar and Jacob Shamsian of Yahoo! Finance report that Sam
Bankman-Fried has been blocked from accessing and making transfers
involving Alameda and FTX assets, after a recent report in
Cointelegraph that indicated that some Alameda crypto assets had
been moved around in December.
U.S. District Judge Lewis Kaplan, who presided over Bankman-Fried's
arraignment in early January in which the FTX and Alameda founder
pleaded not guilty, granted prosecutors' request to restrain him
from such transactions.
Bankman-Fried, who has been released and staying with his parents
in California under the terms of a $250 million bail agreement, had
tweeted on Friday that he wasn't involved in any of the
transactions referenced in the Cointelegraph report.
"I'm not and couldn't be moving any of those funds; I don't have
access to them anymore," he wrote.
At the hearing Jan. 3, 2023, assistant US attorney Danielle Sassoon
said that while she could not be sure who accessed the Alameda
accounts, the transfers had now moved those funds outside the
government's reach for the purpose of asset forfeiture.
Sassoon said that prosecutors had little reason to believe
Bankman-Fried's tweet, and that he lied in previous tweets where he
denied using FTX customer funds and had tried to move
cryptocurrency assets to foreign regulators in order to avoid the
consequences of FTX's bankruptcy.
"We don't put much stock in that," she said.
Bankman-Fried's attorney Mark Cohen vehemently opposed the
condition. He said that the transfers were done at the order of a
court in the Bahamas, where FTX is undergoing bankruptcy
proceedings parallel to ongoing proceedings in Delaware, and that
Bankman-Fried wasn't involved.
Kaplan's ruling blocks Bankman-Fried from those transactions,
though it allows him to come to an agreement with prosecutors about
a possible different arrangement.
"It seems to me that the condition is reasonable," Kaplan said.
Judge Kaplan set Oct. 2 as a date for a trial, though Bankman-Fried
could work with prosecutors to negotiate a plea deal before then.
He is facing eight counts including wire fraud and conspiracy
charges.
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 4:30 a.m. on Nov. 11, 2022, 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.
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.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
Lawyers at Paul Weiss represented SBF but later renounced
representing the entrepreneur due to a conflict of interest.
Morris, Nichols, Arsht & Tunnell LLP and Eversheld Sutherland (US)
LLP are representing the Ad Hoc Group of Non-U.S. Customers of
FTX.com.
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel.
GIRARDI & KEESE: Trustee Shows How Erika Spent Firm's $25M
----------------------------------------------------------
Yahoo! Entertainment reports that Real Housewives of Beverly Hills
star Erika Jayne has been fighting a $25 million lawsuit since last
summer regarding the money her company, EJ Global, allegedly
received from ex-Tom Girardi's former legal firm.
The dismantled Girardi Keese law firm is currently in a bankruptcy
lawsuit under the supervision of a trustee. The trustee followed
"fraudulent transfers" in the amount of $25,592,261 to Erika's
company EJ Global and brought a lawsuit against her.
In a recent update by RealityBlurb!, criminal defense and civil
litigation attorney Ronald Richards revealed a detailed spending
report of the $25 million in question. The six-page document spans
the years between 2008 and 2020. All of Erika's alleged splurges
during that twelve year period are listed as the "Summary of Net
Payments Charged to EJ Global Receivable Account."
Ronald shared the document on his social media on December 23,
2022. "We have attached the list and breakdown of the $25,000,000
that was spent on Erika, her career, and her lifestyle," Ronald
wrote. "The Trustee has also deposed her. We will post the lawsuits
when they are done being processed." He continued, "As an adjunct
to yesterday's, January 3, 2023, filings, numerous new lawsuits are
being filed against some of Erika´s vendors. We deposed her on
them and now the Trustee is going to try and get the money
returned. They will hopefully cooperate and provide information
regarding these expenses," Ronald added.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese.
It served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
Telephone: (310) 640-1200
GREENWORKS SERVICE: Gets OK to Hire Lane Law Firm as Counsel
------------------------------------------------------------
Greenworks Service Company received approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ The
Lane Law Firm as its legal counsel.
The firm's services include:
a. advising the Debtor regarding the administration of its
Chapter 11 case;
b. assisting the Debtor in analyzing its assets and
liabilities, investigating the extent and validity of lien and
claims, and participating in and reviewing any proposed asset sales
or dispositions;
c. attending meetings and negotiating with representatives of
secured creditors;
d. assisting the Debtor in the preparation, analysis and
negotiation of any plan of reorganization and disclosure statement
accompanying the plan;
e. taking all necessary actions to protect and preserve the
interests of the Debtor;
f. appearing in courts; and
g. performing all other necessary legal services for the
Debtor.
Lane Law Firm will be paid at these rates:
Partners $550 per hour
Senior Associates $475 per hour
Associates $350 to $400 per hour
Paralegals $125 to $175 per hour
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
The retainer is $25,000.
Robert Lane, Esq., a partner at The Lane Law Firm, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
The Lane Law Firm
6200 Savoy, Suite 1150
Houston, TX 77036
Tel: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
Joshua.gordon@lanelaw.com
About Greenworks Service Company
GreenWorks Service Company provides inspections, structural
engineering, environmental testing, handyman services, and pest
control services for residential and commercial properties. The
company is based in Dallas, Texas.
GreenWorks Service Company sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 22-32290) on
Dec. 7, 2022. In the petition signed by its member, Harmony Brown,
the Debtor disclosed up to $500,000 in assets and up to $10 million
in liabilities.
Judge Michelle V. Larson oversees the case.
Robert C. Lane, Esq., at the Law Lane Firm, is the Debtor's
counsel.
GREENWORKS SERVICE: Wins Final Nod to Use Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Greenworks Service Company to use cash
collateral on a final basis in accordance with the budget, with a
10% variance.
The Debtor requires the use of cash collateral to finance its
operation.
As previously reported by the Troubled Company Reporter, a search
in the Texas Secretary of State shows that allegedly secured
positions are held by Libertas Funding LLC (UCC Filing No.
22-0043655835); Rapid Finance (UCC Filing No. 22- 0044880523) and
Fundomate Technologies, Inc. (UCC filing No. 22-0057670675).
The loans are allegedly secured by a blanket lien on all accounts
and property of the Debtor's businesses, pursuant to the filed UCC
liens that have been filed.
As adequate protection, the parties 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, if
any.
Libertas Funding, LLC, which is in Position One according to its
UCC lien, will receive $3,000 in adequate protection payments
beginning February 1, 2023 and continuing monthly thereafter
pending further order of the Court. Such adequate protection
payments made will be applied to reduce the amounts due to Libertas
Funding, LLC.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3Gwq6oB from PacerMonitor.com.
The Debtor projects $650,000 in cash receipts and $596,390 in cash
disbursements for one month.
About GreenWorks Service Company
GreenWorks Service Company provides inspections, structural
engineering, environmental testing, handyman services, and pest
control services for residential and commercial properties.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-32290) on December 7,
2022. In the petition signed by Harmony Brown, member, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Michelle V. Larson oversees the case.
Robert C. Lane, Esq., at the Law Lane Firm, is the Debtor's
counsel.
GTT COMMUNICATIONS: Begins 2023 on New Path
-------------------------------------------
GTT Communications Inc., a leading global provider of managed
network and security services to multinational organizations,
announced Jan. 3, 2022, that the Company has successfully completed
its financial restructuring process and emerged from its chapter 11
cases. The transformed company is repositioned to focus on
providing customers with industry-leading managed network and cloud
security services that leverage the company's global Tier 1 IP
network.
"Today marks the beginning of an important new chapter for GTT,"
said Ernie Ortega, Chief Executive Officer of GTT, in the Jan. 3
statement. "Over the past two years, we have concentrated
relentlessly on transforming our business into a customer-focused,
managed services provider with a culture of continuous improvement.
As we begin 2023 on a new path, I'm tremendously excited about the
opportunities ahead."
"We have more exciting developments to share in the coming weeks,
but right now I want to thank our employees, customers, and
partners, whose confidence in GTT has underpinned our commitment to
realizing this Company's incredible potential. Thanks to these
stakeholders, GTT has succeeded in completing its financial
restructuring with a renewed focus on customer experience,
operational efficiency, and providing the best of what our industry
can offer to customers and partners across the globe," Mr. Ortega
said.
GTT's managed services portfolio includes market-leading
Software-Defined Wide Area Network (SD-WAN) and Secure Access
Service Edge (SASE) solutions, as well as global networking and
connectivity solutions. The Company has introduced new automation
to streamline processes and continuously improve the customer
experience and launched new services, including GTT Secure Connect
which extends and strengthens network protection for businesses
adapting to hybrid working environments.
GTT also continues to operate one of the world's largest Tier 1 IP
networks and recently announced a phased 400G rollout to address a
continued, double-digit increase in customer IP traffic across its
core IP network, which connects more than 260 cities on six
continents.
Through GTT's sale of its infrastructure division in 2021 and its
financial restructuring process, GTT reduced its debt by $2.8
billion, or approximately 80%. With an enhanced capital structure
and new investor leadership as a privately held company, GTT stands
well-positioned to continue its transformation as a
customer-focused, managed services provider delivering world-class
service to its global customer base and execute on continuous
operational improvement opportunities.
GTT previously announced a new board of directors for the
reorganized company, including a new Chairman of the Board, Tony
Abate, on April 6, 2022. With GTT's completion of its financial
restructuring process, Beau Harbour, Managing Director at Lone
Star, and Alex Grau, Managing Director at Hudson Advisors L.P., an
investment advisor to Lone Star, have joined GTT’s Board of
Directors.
"The Company's Board and new owners are looking forward to working
with Ernie and the entire GTT team to build on the Company's
momentum and our shared vision to serve businesses with network,
security and communications needs across multiple locations
globally," Mr. Abate said.
"GTT is well-positioned to capture the growing demand for
bandwidth, cyber-security and managed services as enterprises
optimize the performance of their own SaaS and cloud-based
applications anywhere in the world."
Affiliates managed by Lone Star Funds, Anchorage Capital Group,
Fidelity Management & Research Co., and Cheyne Capital,
collectively, comprise the new investor leadership and own a
majority of GTT's reorganized equity.
GTT's legal advisor in connection with the restructuring was Akin
Gump Strauss Hauer & Feld LLP. Alvarez & Marsal North America, LLC
served as its restructuring advisor, and TRS Advisors, a group
within the investment banking division of Piper Sandler & Co.,
served as its investment banker for the restructuring.
About GTT Communications
Headquartered in McLean, Virginia, GTT Communications, Inc. --
http://www.gtt.net/-- owns and operates a global Tier 1 Internet
network and provides a comprehensive suite of cloud networking
services.
GTT and its affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11880) on Oct. 31, 2021, to implement a
prepackaged Chapter 11 plan.
GTT had total assets of $2.8 billion and total debt of $4.1 billion
as of June 30, 2021. As of the petition date, the Debtors had
pre-bankruptcy funded indebtedness totaling $2.015 billion.
Judge Michael E. Wiles oversees the cases.
Akin Gump Strauss Hauer & Feld, LLP and Kelley Drye & Warren, LLP
served as the Debtors' bankruptcy counsel and special counsel,
respectively. The Debtors also tapped TRS Advisors as financial
advisor and investment banker; CohnReznick, LLP as independent
auditor; KPMG, LLP as tax service provider; and Alvarez & Marsal,
LLC as restructuring advisor. Brian Fox, Alvarez & Marsal's
managing director, served as the Debtors' chief restructuring
officer. Prime Clerk, LLC, was the claims agent and administrative
advisor.
GTT COMMUNICATIONS: Fidelity Fund Marks $17.9M Loan at 31% Off
--------------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $17,918,000 loan extended to GTT Communications,
Inc. to market at $12,339,000 or 69% of the outstanding amount, as
of October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche B term loan that
carries a 10% interest (3 month U.S. LIBOR + 4.750%) to GTT
Communications, Inc. The loan is scheduled to mature on May 31,
2025.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
About GTT Communications
Headquartered in McLean, Va., GTT Communications, Inc. --
http://www.gtt.net/-- owns and operates a global Tier 1 Internet
network and provides a comprehensive suite of cloud networking
services.
GTT and its affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11880) on Oct. 31, 2021, to implement a
prepackaged Chapter 11 plan. GTT had total assets of $2.8 billion
and total debt of $4.1 billion as of June 30, 2021. As of the
petition date, the Debtors had pre-bankruptcy funded indebtedness
totaling $2.015 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Akin Gump Strauss Hauer & Feld, LLP as legal
counsel; TRS Advisors as financial advisor and investment banker;
The Siegfried Group, LLP as accounting and financial resource
services provider; Ernst & Young LLP as tax, valuation and
accounting and advisory services provider; and Alvarez & Marsal,
LLC as restructuring advisor. Brian Fox, Alvarez & Marsal's
managing director, serves as the Debtors' chief restructuring
officer. Prime Clerk, LLC is the claims agent and administrative
advisor.
In December 2022, the Bankruptcy Court confirmed the Second Amended
Third Modified Joint prepackaged Chapter 11 Plan of Reorganization
of GTT Communications Inc. and its debtor-affiliates. The Plan
became effective on Dec. 30, 2022.
HARLAND CLARKE: Fidelity Fund Marks $15.2M Loan at 31% Off
----------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $15, 246,000 loan extended to Harland Clarke
Holdings Corp to market at $10,552,000, or 69% of the outstanding
amount, as of October 31, 2022, according to a disclosure contained
in the Fidelity Fund's Form N-CSR for the fiscal year ended October
31, 2022, filed with the Securities and Exchange Commission on
December 21.
Fidelity Advisor Value Fund extended a first lien term loan that
carries an 11.4241% interest (1 month U.S. LIBOR + 7.750%) to
Harland Clarke Holdings Corp. The loan is scheduled to mature on
June 16, 2026.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Harland Clarke Holdings Corp., headquartered in San Antonio, Texas,
provides check and checks related products, direct marketing
services and customized business and home office products to
financial services, retail and software providers as well as
consumers and small businesses.
HILLENBRAND INC: S&P Affirms 'BB+' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed all its ratings, including its 'BB+'
issuer credit rating, on Batesville, Ind.-based industrial
manufacturer Hillenbrand Inc.
S&P said, "The stable outlook reflects our forecast that proceeds
from the asset sale and the contribution of recent acquisitions
will allow the company to maintain S&P Global Ratings-adjusted
leverage in the high-2x area, despite a modest reduction in EBITDA.
Such leverage provides sufficient cushion to absorb potential
operating weakness or moderately more acquisitions this year.
"The sale of Batesville does not affect our forecast for
Hillenbrand to maintain strong cushion relative to our thresholds
for the rating. We forecast Hillenbrand's S&P Global
Ratings-adjusted leverage to increase to the high-2x area in fiscal
2023 (ended Sept. 30) from 2.5x at the end of fiscal 2022.
Nevertheless, leverage in the high-2x area still provides ample
cushion relative to our 4x downgrade threshold. This incorporates
our expectation for S&P Global Ratings-adjusted EBITDA to decline
about 10% in 2023, driven in part by the loss of Batesville EBITDA,
which recent acquisitions will partially offset. We also assume
corporate operating expenses will increase at least in line with
inflation. Further, while debt balances increased in early fiscal
2023 to fund the $590.8 million acquisition of LINXIS Group SAS,
Hillenbrand has publicly stated it intends to use the approximate
$500 million in net proceeds from the sale of Batesville to reduce
debt balances. Therefore, we do not believe there will be a
significant impact on adjusted leverage.
"We believe the sale of Batesville only moderately increases
Hillenbrand's business risks. Recent acquisitions will replace at
least half of the cash flow lost from the sale of Batesville,
translating into only a modest reduction in scale. Fiscal 2022
revenue, pro forma for the sale and including a full-year
contribution of acquisitions completed (or signed) to date in
fiscal 2023, is about 8% lower compared to actual 2022 revenue.
This included about a quarter year contribution from Gabler
Engineering GmbH, a relatively small acquisition, and only one
month of Herbold Meckesheim GmbH. While the impact to EBITDA from
the expected sale is more pronounced--because recent acquisitions
have a lower margin than Batesville--we expect that over the next
few years Hillenbrand will continue to generate around $500 million
in S&P Global Ratings-adjusted EBITDA, in line with similarly rated
peers.
"We also believe Hillenbrand will maintain a leading position in
many of the markets it serves, particularly in large, highly
engineered systems for the plastics and chemicals end markets. We
believe they will benefit from positive long-run secular trends
including increasing demand for durable plastics.
Further, recent acquisitions have focused on companies that serve
the recycling and food end markets, which are less cyclical than
industrial and consumer-driven end markets that Hillenbrand's
Advanced Process Solutions (APS) and Molding Technology Solutions
(MTS) segments largely serve. While Batesville was a stable source
of cash flow, we believe recent acquisitions will help partially
mitigate cyclicality in the remaining businesses.
"Nevertheless, recently acquired companies have a lower segment
EBITDA margin than Batesville. Their contribution to total EBITDA
will be lower, at least in the coming fiscal year. Therefore, in
the next year or two, Hillenbrand will derive a larger portion of
EBITDA from more cyclical end markets, resulting in potentially
greater volatility. We believe, however, that over time Hillenbrand
will modestly improve EBITDA margins of acquired companies, which
should help mitigate potential volatility.
"We expect Hillenbrand to continue to generate good free operating
cash flow (FOCF) and use cash for bolt-on acquisitions.
Notwithstanding our forecast for EBITDA to decline in fiscal 2023,
in part due to the sale of Batesville, we expect FOCF to increase
to between $220 million and $300 million in 2023 from $140 million
in 2022 due to lower working capital requirements. Although we do
not incorporate additional acquisitions in 2023 aside from LINXIS
and Peerless Food Equipment, we expect Hillenbrand will pursue
bolt-on acquisitions of up to $200 million starting in fiscal 2024.
We believe FOCF generation and modest excess cash on hand will be
sufficient and that any further excess cash would be used for share
repurchases.
"The stable outlook reflects our forecast that proceeds from the
asset sale and the contribution of recent acquisitions will allow
Hillenbrand to maintain S&P Global Ratings-adjusted leverage in the
high-2x area, despite a modest reduction in EBITDA. Such leverage
provides sufficient cushion for the company to absorb some
potential operating weakness or moderately more acquisitions this
year."
S&P could lower its ratings on Hillenbrand if it expects its
adjusted leverage to increase above 4x on a sustained basis. This
could occur if:
-- Adjusted EBITDA is about 25% lower than our current forecast
for 2023; or
-- The company pursues acquisitions that drive leverage above 4x
and we do not believe there is a clear and swift path to return
there.
S&P could raise its ratings on Hillenbrand if:
-- The company continues to demonstrate a track record of steady
profitability;
-- S&P expects it would maintain adjusted leverage under 3x even
when incorporating acquisitions or potential operating weakness;
and
-- S&P is confident that maintaining S&P Global Ratings-adjusted
leverage under 3x is aligned with the company's financial policy,
even when incorporating acquisitions.
ESG credit indicators: E-2, S-2, G-2
ESG factors are neutral overall. Hillenbrand derives over 30% of
its revenue from the plastics industry, though its equipment
predominantly is used to produce durable goods. It has very limited
exposure to single-use plastics and is increasing its exposure to
recycled and biodegradable plastics, which represent only a small
portion of revenue.
z
HOMAGE INDUSTRIAL KITCHEN: Owner to File for Bankruptcy
-------------------------------------------------------
Sophie Peel of Willamette Week reports that the owner of a "ghost
kitchen" that advertises over 75 brands on food delivery apps and
prepares food in the old Pok Pok building in Northwest Portland
told his employees Dec. 31, 2022, in a Saturday message that the
company would be filing for bankruptcy.
John Wirtz wrote the following to his employees on Sunday, January
1, 2023, evening, a little over two weeks after WW wrote in a Dec.
15, 2022 story about his business and his 2018 felony conviction in
Washington County of raping a 14-year old girl.
A former employee shared a screenshot of the message with WW.
"For all of those asking, I do not have any good answers for you,
next week Homage Industrial Kitchen will be entering chapter 11
bankruptcy and restructuring," Wirtz wrote. "Off this skeleton crew
we will try to run the business the best we can in January and
hopefully have some answers for its future. If not the business
will enter into a liquidation faze where all debts and liabilities
will be taken care of."
Wirtz added: "One of the things this means is anyone that has
company property or keys needs to turn them in as they will be
registered into the court filings and need to be tracked."
Reached for comment by WW, Wirtz offered a statement that read, in
part: "The intent of creating [our company]...has been to add value
to the community in as positive a way as possible...and your
actions and words have been very hurtful not to me but [to] about
43 other good people that every time this gets drug up they have to
explain to their families and friends I'm the type of person I am
and trying to continue to be rather than what happened in my
past."
Over the past two years, seven former employees of Wirtz's filed
complaints with the Oregon Bureau of Labor & Industries, alleging
withheld paychecks, unpaid overtime and stolen tips. All complaints
remained under investigation in mid-December 2022.
When WW spoke to Wirtz in mid-December 2022, he touted his business
model as "business by numbers." (He also claimed that Homage was
producing the most food of any ghost kitchen in the entire world.)
"Let's say you have a new person go on to DoorDash and they don't
recognize any of the brands," Wirtz said at the time. "If there
are 10 brands on there, and you own five of them, you have a 50%
chance of them picking you."
He told WW that 85% of the menu for his brands with similar
cuisines -- say, Breakfast Burrito Fetish and Blessed Burrito
Bowls—is identical.
The ghost kitchen model rose to relevance when the pandemic shut
in-person dining down in 2020. Much like Wirtz, but on a
nationwide scale, the Miami-based Reef Technology capitalized on
the burgeoning market. But a recent investigation by WW found that
Reef's footprint in Portland is rapidly shrinking.
Some of Wirtz's 70 brands listed on apps like Grubhub and DoorDash
on Monday, January 2, 2022, afternoon were listed as temporarily
closed. The profile for one of those brands on Doordash, Panini
Dreamin', listed that it was not accepting orders "due to high
demand."
About Homage Industrial Kitchen
Homage Industrial Kitchen is a food processing facility fulfilling
the demand for quality to-go food.
INVESTMENTS SWK: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized Investments SWK, LLC to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance.
The Debtor requires the use of cash collateral for the continued
maintenance and operations of its commercial property.
As previously reported by the Troubled Company Reporter, Wildstein
Investments, Inc. and 9287-0245 Quebec Inc. hold a joint first
mortgage in the combined amount of $4.6 million. Additionally, the
Joint Mortgagees hold a security interest in the Debtor's tangible
personal property pursuant to a UCC-1 Financing statement. The
UCC-1 is secured by personal property valued at $565,542; and two
open insurance claims for damages cause by (i) a water leak (loss
estimated at $445,321); and (ii) non-permitted work (loss estimated
at $100,000).
Gianna Lahainer Lombardi Investments II, LLC is the holder of a
second mortgage in the amount of $1.5 million.
Pursuant to 11 U.S.C. section 361, the Debtor will provide adequate
protection payments to the secured lenders on a monthly basis as
follows:
(a) $10,000 per month total to the first mortgagees with
$5,000 per month payable to Wildstein Investments, Inc.; and $5,000
per month payable to 9287-0245 Quebec Inc; and
(b) $2,000 per month to be held in trust by the Van Horn Law
Group, P.A. until such time as it is determined whether Guido
Lombardi a/k/a George Lombardi or Gianna Lahainer Lombardi
Investments II, LLC is the actual second mortgage lender.
The Adequate Protection Payments will commence on January 1, 2023,
and are due and payable on the same day each month thereafter.
The Debtor will maintain insurance on the Commercial Property
including, but not limited to, general liability, property,
hurricane, wind and flood, with the Joint Mortgagees and GLLI as
"Loss Payee" with the U.S. Trustee as "Additional Interest", and
will provide proof of such insurance to each lender, its counsel,
and the U.S. Trustee.
There will be a carveout in the Budget, and from the Joint
Mortgagees and GLLI's collateral, for the inclusion of fees due the
clerk of court and/or the Subchapter V Trustee pursuant to 28
U.S.C. section 1930.
A copy of the order is available at https://bit.ly/3GWtcUw from
PacerMonitor.com.
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.
Judge Mindy A. Mora oversees the case.
Maria Yip has been appointed as Subchapter V trustee.
The Debtor is represented by Chad T. Van Horn, Esq., at Van Horn
Law Group, P.A.
JO-ANN STORES: Fidelity Fund Marks $14.7M Loan at 33% Off
---------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $14,781,000 loan extended to Jo-Ann Stores LLC to
market at $9,840,000 or 67% of the outstanding amount, as of
October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche B first lien term
loan that carries a 9.0769% interest (1 month U.S. LIBOR + 4.750%)
to Jo-Ann Stores LLC. The loan is scheduled to mature on July 7,
2028.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Jo-Ann Stores, LLC retails fabric and craft products. The Company
offers apparel, home decorating fabrics, notions, seasonal
accessories, floral, and framing products.
JOURNEY PERSONAL: Fidelity Fund Marks $15M Loan at 37% Off
----------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $15,025,000 loan extended to Journey Personal Care
Corp to market at $9,478,000, or 63% of the outstanding amount, as
of October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche B first lien term
loan that carries a 7.9241% interest (1 month U.S. LIBOR + 4.250%)
to Journey Personal Care Corp. The loan is scheduled to mature on
March 1, 2028.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Journey Personal Care Corp. is a manufacturer and distributor of
personal care products.
KANSAS CITY RVS: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
Kansas City RVs, LLC asks the U.S. Bankruptcy Court for the Western
District of Missouri for authority to use cash collateral and
provide adequate protection, through March 31, 2023.
The Debtor requires the use of cash collateral to pay normal and
necessary expenses of its business.
At the time of filing, the Debtor had bank account balances of
approximately $2,000, minimal personal property, and consignment
contracts with approximately 30 customers. The Debtor has minimal
cash collateral as it sells recreational vehicles on consignment
and does not own any inventory currently.
While the Debtor has not fully analyzed all of the Creditor's
liens, the Debtor does believe one or more of the Creditors hold
duly perfected liens on the Debtor's accounts receivables,
inventory, and accounts.
The Debtor's secured and priority unsecured creditors are:
a. Secured Debt
i. Legacy Bank and Trust - blanket lien
ii. United States Small Business Administration (SBA) - blanket
lien
iii. NBKC - mortgage on property located at 12 E. 110th Street,
Kansas City, MO
iv. There are additional factoring companies and floor plan
lenders that may assert a secured status, but there is no
collateral to support such claims.
b. Priority Unsecured Debt
i. Internal Revenue Service
ii. Missouri Dept of Revenue
The Debtor asserts the SBA does not have a claim to cash collateral
because of prior lien of Legacy Bank.
The Debtor previously operated a larger facility at 11900 East
State Route 350, Raytown, MO, from February 2022 to October 2022
with more complicated floor plan financing arrangements. The Debtor
did not believe the business could continue to cash flow and closed
the Raytown facility and moved back to its current Grain Valley
location. The Debtor surrendered the inventory collateral to the
floor plan finance companies (Wells Fargo, Floorplan Express, and
Northpoint Commercial Finance) prior to the filing of the case.
The Debtor proposes, effective as of the Petition Date, that each
of the Creditors is granted replacement security interests in, and
liens on, all post-Petition Date acquired property of the Debtor
and the Debtor's bankruptcy estate that is the same type of
property that the specific Creditor holds a pre-petition interest,
lien or security interest to the extent of the validity and
priority of such interests, liens, or security interests, if any.
The amount of each of the Replacement Liens will be up to the
amount of any diminution of each of the Creditors' respective
collateral positions from the Petition Date. The priority of the
Replacement Liens will be in the same priority as each of the
Creditors pre-petition interests, liens and security interests in
similar property.
The Debtor further proposes paying Legacy Bank the monthly sum of
$500 beginning February 28, 2023 and continued the 28th day of the
month thereafter for its adequate protection payment.
The Debtor does not propose paying SBA any adequate protection
payment as there is no collateral that protects the SBA lien.
The Debtor proposes to pay NBKC the regular monthly mortgage
payment of $1,550 on the property located at 12 E. 110th Street,
Kansas City MO.
A copy of the motion is available at https://bit.ly/3ZkAuZn from
PacerMonitor.com.
About Kansas City RVs, LLC
Kansas City RVs, LLC is in the business of recreational vehicle
sales and services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-40026) on January 9,
2023. In the petition signed by JE Cornwell, president, the Debtor
disclosed $256,500 in assets and $2,002,880 in liabilities.
Judge Cynthia A. Norton oversees the case.
Colin Gotham, Esq., at Evans & Mullinix, P.A., is the Debtor's
legal counsel.
KNOW LABS: Granted Patent for High Performance Glucose Sensor
-------------------------------------------------------------
Know Labs, Inc. announced it has been granted a new foundational
patent that equates the Company's Bio-RFIDTM diagnostic technology
to a current reference standard for glucose monitoring, widely used
by diabetes researchers, hospital labs and glucose meter
manufacturers, and establishes a specific, superior benchmark range
of clinical accuracy, known as the MARD or Mean Absolute Relative
Difference.
The new patent extends the Know Labs IP portfolio to nearly 90
patents issued and pending, reinforcing the Company's position as
the top worldwide IP holder in non-invasive blood glucose
monitoring.
"Intellectual property development is a critical pillar of our
success," said Ron Erickson, Know Labs founder and chairman. "We
make significant investments in the strategic development of our IP
Portfolio, which creates long-term value for our shareholders,
improves our competitive position and accelerates our efforts to
bring the first FDA-cleared, truly non-invasive glucose monitoring
device to the market."
U.S. Patent No. 11,529,077, titled "High Performance Glucose
Sensor," was just issued by the United States Patent and Trademark
Office. This patent explicitly designates a MARD range of 5.0% to
9.9% for Know Lab's non-invasive diagnostics technology platform.
MARD is an industry and FDA-accepted benchmark of clinical
accuracy. The range patented for Know Labs' Bio-RFID platform is
equal to or superior to the MARD readings of any FDA-cleared blood
glucose monitoring products, highlighting its importance for Know
Labs' future and its already robust IP Portfolio.
Know Labs Bio-RFID technology approaches blood glucose reading very
differently than FDA-cleared devices currently available on the
market. Radio frequency spectroscopy, enhanced by time-frequency
synchronization and decoupled antenna designs, allows the Bio-RFID
technology to collect a massive amount of data signals across real
time glucose concentrations in the interstitial fluid, capillary
and venous blood, and cellular tissue. Based on internal
estimates, at 16mW at 2.5 GHz, Know Labs' sensor penetrates to an
average 0.5 inches. In contrast, current micro-filaments used by
minimally invasive devices, such as Dexcom G6 and G7 and Abbott
FreeStyle Libre systems are limited to readings of only the
interstitial fluid typically within 0.2 inches of the skin
surface.
The patent also states that Know Labs' non-invasive diagnostic
technology could become the new reference standard for glucose
testing. The current "gold standard," the YSITM Glucose Analyzer,
measures only capillary blood. "The high accuracy of the [Know
Labs] non-invasive glucose sensor described herein, when compared
to lower accuracy glucose sensors such as minimally invasive CGMs
and fingerstick glucose sensors, means that the [Know Labs']
non-invasive glucose sensor can be used as a standard or reference
sensor against which the accuracy of other glucose sensors are
gauged. In one embodiment, readings from the non-invasive glucose
sensor described herein can be used in place of readings obtained
by a YSI glucose analyzer."
"We believe this is the first and only patent granted with a MARD
range in its claims," Erickson said. "This is a significant
milestone for Know Labs and for the non-invasive glucose monitoring
industry, as it sets a new benchmark for MARD among all glucose
sensors, invasive or not. We remain highly confident in our plans
as we continue executing toward the FDA clearance process. To
build something that has never been done before, we need to
approach the problem from a different angle. This patent shows we
are doing that and validates that we are on the right track. There
is more to be done. We believe our technology platform will
transform the medical diagnostics industry and significantly
improve the lives of millions of people worldwide."
Know Labs will continue to provide updates on its intellectual
property portfolio as patents are issued, along with progress
toward clinical trials and FDA clearance of its non-invasive
glucose monitoring devices. Know Labs' Technology is in
development. Internal testing has demonstrated that Bio-RFID can
deliver a MARD under 10%. The Company continues to test and refine
Bio-RFID's hardware and algorithms in preparation for the FDA
clearance process. There is no assurance Bio-RFID development and
clearance will have a successful outcome.
About Know Labs
Know Labs, Inc. is focused on the development and commercialization
of proprietary biosensor technologies which, when paired with its
AI deep learning platform, are capable of uniquely identifying and
measuring almost any material or analyte using electromagnetic
energy to detect, record, identify and measure the unique
"signature" of said materials or analytes. Know Labs call this its
"Bio-RFID" technology platform, when pertaining to radio and
microwave spectroscopy, and its "ChromaID" technology platform,
when pertaining to optical spectroscopy. The data obtained with
the Company's biosensor technology is analyzed with its trade
secret algorithms which are driven by its AI deep learning
platform.
Know Labs reported a net loss of $20.07 million for the year ended
Sept. 30, 2022, a net loss of $25.36 million for the year ended
Sept. 30, 2021, a net loss of $13.56 million for the year ended
Sept. 30, 2020, and a net loss of $7.61 million for the year ended
Dec. 31, 2019. As of Sept. 30, 2022, the Company had $13.76
million in total assets, $3.81 million in total current
liabilities, $87,118 in total non-current liabilities, and $9.86
million in total stockholders' equity.
KUBERLAXMI LLC: Gets OK to Hire Stephen W. Cook CPA as Accountant
-----------------------------------------------------------------
Kuberlaxmi, LLC received approval from the U.S. Bankruptcy Court
for the Western District of Texas to employ Stephen W. Cook, CPA,
PLLC as its accountant.
The Debtor requires an accountant to:
a. prepare and assist with various accounting, bookkeeping, and
compliance requirements, assist in the workout process with
creditors and other business services directly related to the
business operations of the Debtor or its Chapter 11 proceedings;
b. prepare monthly operating reports and undertake all necessary
preparatory work related thereto;
c. prepare Missouri income tax and occupancy/sales tax; and
d. other necessary accounting services.
The firm will be paid at the rate of $300 per hour.
Stephen Cook, a partner at Stephen W. Cook, CPA, disclosed in a
court filing that her firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Stephen W. Cook
Stephen W. Cook, CPA, PLLC
415 Shannon Lee
San Antonio, TX 78216
Tel: (210) 495-4424
About Kuberlaxmi LLC
Kuberlaxmi, LLC is engaged in the business of hospitality and
related services. It owns and operates a 60-room hotel located at
1101 Country Club Dr., Kirksville, Mo.
Kuberlaxmi sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Texas Case No. 22-51323) on Nov. 26,
2022. In the petition signed by its manager, Jatin Bhakta, 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. and
Stephen W. Cook, CPA, PLLC serve as the Debtor's legal counsel and
accountant, respectively.
LATHAN EQUIPMENT: Feb. 9 Plan & Disclosure Hearing Set
------------------------------------------------------
On December 27, 2022, Debtor Lathan Equipment Co., LLC filed with
the U.S. Bankruptcy Court for the Western District of New York a
Disclosure Statement and Plan.
On January 5, 2023, Judge Carl L. Bucki conditionally approved the
Disclosure Statement and ordered that:
* February 9, 2023 at 2:00 P.M. is the hearing on final
approval of the Disclosure Statement and the hearing on
confirmation of the Plan.
* February 7, 2023 is fixed as the last day for filing and
serving written objections to the Disclosure Statement and
confirmation of the Plan.
* February 9, 2023 is fixed as the last day for filing proofs
of claim.
* February 9, 2023 is fixed as the last day for filing proofs
of claim for governmental unit creditors.
* Ballots accepting or rejecting the Plan may be filed at any
time before the confirmation hearing.
A copy of the order dated January 5, 2023 is available at
https://bit.ly/3Gux911 from PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
David H. Ealy, Esq.
Trevett Cristo P.C.
Two State Street, Suite
1000 Rochester, NY 14614
Phone: (585) 454-2181
Email: dealy@trevettcristo.com
About Lathan Equipment
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.
LIGADO NETWORKS: On the Brink of Bankruptcy, Says Lawsuit
---------------------------------------------------------
Russ Niles of AVWeb reports that Ligado, the cellular service
provider whose proposed 5G network may interfere with GPS
transmissions, is allegedly on the ropes financially. Ligado has
until the end of the first week of January 2023 to respond to a
lawsuit filed in the New York Supreme Court by Inmarsat, the
British satellite communications company that owns the radio
spectrum that Ligado intends to use for its network. The suit was
first reported by Forbes. Inmarsat says Ligado has missed a $395
million payment due January 1, 2023 to maintain a "cooperation
agreement" that will allow it to use a slice of radio spectrum
Inmarsat controls.
In the suit, filed on Dec. 15, Inmarsat claims that "Ligado has
failed to get its business off the ground, and has stated
unequivocally that it cannot and will not pay Inmarsat the amounts
due on January 1, 2023." Inmarsat also says Ligado has said it will
file for bankruptcy if it doesn't get an extension on the payment.
The $395 million is in addition to a $60 million-a-year payment
plan over the next 85 years, says Inmarsat.
The suit says Ligado has recently alleged that Inmarsat has failed
to uphold its end of the deal by refusing to harden its own
equipment against potential interference from the 5G signals.
Inmarsat rejects that claim, saying that requirement was waived in
an earlier amendment to the cooperation agreement. Inmarsat is
asking for the court to award it the money it's owed, restore
Inmarsat’s control of the radio spectrum and kick out Ligado's
claims about the interference agreement.
In 2020, the FCC approved Ligado's use of radio spectrum next to
frequencies used by satellites to transmit GPS timing signals to
receivers on Earth. The decision prompted protests from
GPS-dependent industries concerned the much more powerful cellular
signals would jam GPS. As we reported earlier, a study by the
National Academies of Sciences found that most commercial GPS
equipment is safe from interference but some of the gear used by
the U.S. military could be significantly affected by the 5G
signals.
About Ligado Networks
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.
LIMETREE BAY: Fidelity Fund Marks $16.6M Loan at 32% Off
--------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $16,654,000 loan extended to Limetree Bay Terminals
LLC to market at $11,401,000, or 68% of the outstanding amount, as
of October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche B first lien term
loan that carries an 8.8148% interest (3 month U.S. LIBOR + 4.000%)
to Limetree Bay Terminals LLC. The loan is scheduled to mature on
February 15, 2024
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Limetree Bay Terminals operates oil terminals. The Company's
country of domicile is Virgin Islands.
LITTCO METALS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: LITTCO Metals, LLC
d/b/a LITTCO Metals
d/b/a LITTCO Metals Equipment Leasing, Inc.
d/b/a LITTCO Metals Management Co.
6593 Hwy 45 At. South
West Point, MS 39773
Business Description: The Debtor manufactures metals for
residential, commercial, industrial, or
agricultural purposes.
Chapter 11 Petition Date: January 10, 2023
Court: United States Bankruptcy Court
Northern District of Mississippi
Case No.: 23-10069
Debtor's Counsel: J. Walter Newman IV, Esq.
NEWMAN & NEWMAN
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: 601-948-0586
Email: wnewman95@msn.com
Estimated Assets: $1 million to 10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jason R. Littrell 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/MKTVR2A/LITTCO_Metals_LLC__msnbke-23-10069__0001.0.pdf?mcid=tGE4TAMA
LOVING KINDNESS: U.S. Trustee Appoints Sara Flasher as PCO
----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Sara Flasher as
patient care ombudsman for Loving Kindness Healthcare Systems,
LLC.
The appointment follows an order from the U.S. Bankruptcy Court for
the Western District of Pennsylvania directing the Justice
Department's bankruptcy watchdog to appoint a PCO who will monitor
the quality of care provided to patients by Loving Kindness
Healthcare Systems.
Ms. Flasher disclosed in a court filing that she does not have any
connection with the company, creditors and other "parties in
interest."
About Loving Kindness Healthcare Systems
Loving Kindness Healthcare Systems, LLC, a home health care service
in Pittsburgh, Pa., filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 22
22092) on Oct. 22, 2022. In the petition signed by Scott Taylor,
director, the Debtor disclosed up to $50,000 in assets and up to
$10 million in liabilities.
Judge Jeffery A. Deller oversees the case.
Brian C. Thompson, Esq., at Thompson Law Group serves as the
Debtor's counsel.
LV OPPORTUNITY ZONE: Taps Steven Yarmy as Bankruptcy Attorney
-------------------------------------------------------------
LV Opportunity Zone LLC, Series 5 seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to employ Steven Yarmy,
Esq., a practicing attorney in Las Vegas, to handle its Chapter 11
case.
The Debtor requires an attorney to:
(a) examine the preparation of records and reports as required
by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and
Local Bankruptcy Rules;
(b) prepare applications and proposed orders to be submitted
to the court;
(c) identify and prosecute claims of action assertable by the
Debtor on behalf of the estate;
(d) examine proofs of claim anticipated to be filed and
prosecute objections to certain claims, if necessary;
(e) advise the Debtor and prepare documents in connection with
the contemplated ongoing operation of its business, if any;
(f) assist and advise the Debtor in performing other official
functions; and
(g) prepare a plan of reorganization, disclosure statement and
related documents, and seek confirmation of the plan.
Mr. Yarmy will be paid an hourly fee of $350 while
paraprofessionals assisting him will be paid an hourly fee of
$225.
The attorney received from the Debtor a retainer of $5,000.
Mr. Yarmy disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Yarmy can be reached at:
Steven L. Yarmy, Esq.
7464 W Sahara Ave, STE 8
Las Vegas, NV 89117
Tel: (702) 586-3513
Fax: (702) 586-3690
Email: sly@stevenyarmylaw.com
About LV Opportunity Zone LLC, Series 5
LV Opportunity Zone LLC, Series 5 filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 22-14100) on Nov. 16, 2022, with
as much as $1 million in both assets and liabilities. Judge Mike K.
Nakagawa oversees the case.
The Debtor is represented by Steven L. Yarmy, Esq., a practicing
attorney in Las Vegas.
MICHAELS COMPANIES: Fidelity Fund Marks $42.5M Loan at 23% Off
--------------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $42,582,000 loan extended to Michaels Companies,
Inc. to market at $32,655,000 or 77% of the outstanding amount, as
of October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a first lien term loan that
carries a 7.9241% interest (1 month U.S. LIBOR + 4.250%) to
Michaels Companies, Inc. The loan is scheduled to mature on April
15, 2028.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Michaels Companies, Inc., is a dedicated arts and crafts specialty
retailer. The company primarily sells general and children's
crafts, home decor and seasonal items, framing and scrapbooking
products. The company was taken private by Apollo Global Management
Inc. in a transaction valued at about $5.5 billion in April 2021.
MOBIQUITY TECHNOLOGIES: Receives Noncompliance Notice From Nasdaq
-----------------------------------------------------------------
Mobiquity Technologies, Inc. said it received a deficiency
notification from the Listing Qualifications Department of The
Nasdaq Stock Market LLC on Jan. 4 notifying the Company of its
noncompliance with the Nasdaq Listing Rule 5620(a) to hold an
annual meeting of shareholders within no later than one year after
the end of the Company's fiscal year end.
Under Nasdaq Rules, the Company now has 45 calendar days to submit
a plan to regain compliance and up to 180 calendar days from the
fiscal year end, or until June 29, 2023, to regain compliance.
About Mobiquity
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc. is a
next-generation marketing and advertising technology and data
intelligence company which operates through its proprietary
software platforms in the programmatic advertising space. The
Company's product solutions are comprised of two proprietary
software platforms: its advertising technology operating system (or
ATOS) platform; and its data intelligence platform.
Mobiquity reported a net comprehensive loss of $34.95 million for
the year ended Dec. 31, 2021, a net comprehensive loss of $15.03
million for the year ended Dec. 31, 2020, and a net comprehensive
loss of $44.03 million for the year ended Dec. 31, 2019. As of
Sept. 30, 2022, the Company had $4.02 million in total assets,
$1.83 million in total liabilities, and $2.20 million in total
stockholders' equity.
Lakewood, Co-based BF Borgers CPA PC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
March 29, 2022, citing that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
MORAN FOODS: S&P Upgrades ICR to 'CCC+', Outlook Negative
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on
Missouri-based wholesale distributor Moran Foods LLC (doing
business as Save-A-Lot) to 'CCC+' from 'SD' (selective default).
S&P said, "At the same time, we raised our issue-level rating on
Moran Foods' super senior delayed-draw term loan facility due 2026
to 'B' from 'D', our issue-level rating on its first-lien term loan
due 2026 to 'CCC+' from 'D', and our issue-level rating on its
second-lien term loan due 2026 to 'CCC-' from 'D'.
"The negative outlook reflects the potential that we will lower our
rating if we view a specific default scenario, such as a selective
default, as increasingly likely in the subsequent 12 months.
"The upgrade reflects Moran Foods' maturity extension and improved
liquidity position. In December 2022, the company closed an
amendment and extension of its capital structure that we viewed as
a distressed exchange. We consider this transaction to be leverage
neutral and believe it will lead to a reduction in Moran Foods'
average interest expense despite the still-high yields on its debt.
In addition, the company will have a pay-in-kind (PIK) interest
payment option for the first two years on its second-lien term
loan, which it can use to alleviate the pressure on its cash flow
generation. Since the conclusion of its business model
transformation in December 2021, Moran Foods' operating margins
have improved, though its cash flow generation has lagged
performance improvements and remains pressured. To improve its
liquidity and reduce risk, the company plans to monetize part of
its real estate assets, which it will use to reduce its outstanding
debt.
"We view Moran Foods' lack of a track record as a pure wholesale
player as a risk. The company's reported EBITDA has increased since
the conclusion of its transformation plan, rising to $58 million in
the first three quarters of 2022. Despite this, it generated
negative free cash flow of $6 million (not including asset sales)
due to a drag on its working capital and the start of cash interest
payments on its debt. We expect Moran Foods' working capital will
normalize as its operating margins improve over the next 12 months
due to reductions in its overhead costs. However, we view inflation
(in commodity prices and transportation costs, for example) and the
company's lack of track record as a pure wholesale player as
significant risks that could challenge its ability to generate
materially positive free cash flow and sustain its operating
performance improvement. If Moran Foods is unable to sustain the
improvements in its operating performance and positive free
operating cash flow, we believe it will likely once again need to
address its capital structure through a transaction we would
consider a selective default before the new debt becomes current.
"We expect Moran Foods' debt burden will decrease in 2023 as it
monetizes its real estate assets. The company plans to use the
proceeds from over $15 million of near-term asset sales to pay down
its debt and will likely monetize additional non-core real estate
if it faces a delayed improvement in its cash generation.
Therefore, we do not expect Moran will experience a liquidity
shortfall over the next 12 months.
"We believe Moran Foods could benefit from positive sales momentum.
Despite a 5.8% decrease in its revenue in the third quarter, due to
its business conversion, the company's estimated system retail
sales expanded by the mid-single-digit percent area. We believe
Moran Foods' hard discounter operating model could provide it with
a performance cushion amid challenging economic cycles. However,
the food retail industry is fragmented and we view the increasingly
high level of industry competition as a risk because the company
does not have deep pockets, which will likely affect its growth
prospects.
"The negative outlook on Moran reflects the risk that it may be
unable to sustain the improvements in its operating performance,
which could lead it to undertake a restructuring transaction that
we would view as tantamount to a default."
S&P could lower its rating on Moran Foods over the next 12 months
if S&P envisions a specific default scenario occurring over the
subsequent 12 months. This could occur if:
-- S&P expects its liquidity will tighten and the company will be
unable to monetize its real estate assets in a timely manner;
-- The company is unable to sustainably generate positive free
cash flow; or
-- The risk of a covenant breach increases significantly.
S&P could revise its outlook on Moran to stable if:
-- The company demonstrates a sustained improvement in its
operating performance, including material and sustainable positive
FOCF generation, consistent operating margins, and increasing
revenue; and
-- It maintains leverage of less than 6x.
Environmental, Social, And Governance
ESG credit indicators: E-2, S-2, G-3
S&P said, "We continue to view governance factors as a moderately
negative consideration in our credit rating analysis due to the
company's slower-than-anticipated turnaround and the risks related
to management ability to sustain its performance under the new
business model."
MYMD DIRECT: Gets OK to Hire Caja Holdings as Accountant
--------------------------------------------------------
MyMD Direct, PLLC received approval from the U.S. Bankruptcy Court
for the Western District of North Carolina to employ Caja Holdings
as its accountant and bookkeeper.
The Debtor needs the firm's assistance in preparing financial
projections and related information for its Chapter 11 plan.
The firm will be paid $150 per hour for its services.
Carolina Aponte, a partner at Caja Holdings, disclosed in a court
filing that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Carolina Aponte
Caja Holdings
2101 Sardis Rd N STE 116
Charlotte, NC 28227
Tel: (704) 951-4126
Email: info@cajaholdings.com
About MyMD Direct
MyMD Direct, PLLC provides personalized, one-on-one and
comprehensive medical care. The company is based in Charlotte,
N.C.
MyMD Direct filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-30573) on
Nov. 22, 2022, with $737,150 in assets and $1,143,679 in
liabilities. David B. Mabry, member-manager, signed the petition.
Judge J. Craig Whitley presides over the case.
The Debtor tapped Anna S. Gorman, Esq., at Grier Wright Martinez,
PA as legal counsel and Caja Holdings as its accountant and
bookkeeper.
NATIONAL ASSOC. OF TELEVISION: Assets Sold in Bankruptcy Auction
----------------------------------------------------------------
Etan Vlessing of The Hollywood Reporter reports that NATPE Miami is
set to return with an early 2024 event after the assets of The
National Association of Television Program Executives, or NATPE,
were acquired by Brunico Communications, the Toronto-based operator
of the Banff World Media Festival.
The winning bid from the Canadian company followed NAPTE filing for
bankruptcy protection in Oct. 2022 after running into a financial
wall due to the forced cancellations of the 2021 and 2022 U.S. TV
markets amid the pandemic. Terms of the acquisition deal with
Brunico were not disclosed, but it's understood the Canadian
company put forth an initial $150,000 stalking horse bid for the
NATPE assets, which included taking on outstanding debt.
A U.S. bankruptcy court has approved the acquisition by Brunico of
NATPE Global, NATPE Budapest, NATPE Streaming+, and the Brandon
Tartikoff Legacy Awards, with the transaction expected to close
before the end of January. Brunico plans a return of NATPE
Budapest, the organization’s European marketplace, from June 26
to 28, 2023 at the Intercontinental Hotel.
That will be followed by NAPTE Global, the flagship U.S. TV market,
returning in early 2024 just as the TV industry has been upended by
the proliferation of streaming platforms and accelerating
cord-cutting. That disruption is expected to unleash another round
of industry consolidation as streaming subscriber revenues fail to
offset linear TV losses.
NAPTE traditionally secured key revenues from its annual
conferences and marketplaces. NAPTE Global has traditionally been
held in Miami, and was scheduled to take place in the Bahamas this
month, before that event was cancelled amid the trade group's
bankruptcy filing.
In a statement, Brunico, after prevailing in a formal Dec. 14, 2022
court-directed auction of the bankrupt NATPE assets, said it "plans
to invest significant resources in building the NATPE brand, in
particular NATPE Global, which is the premier U.S.-based content
marketplace."
Besides picking up the operating rights to the Banff World Media
Festival in 2016, Brunico also operates the Realscreen Summit and
Kidscreen Summit conferences and has long experience operating
markets and conferences in the U.S. and elsewhere outside of
Canada.
"The international content community has been waiting patiently for
the return of NATPE, and we are very excited to welcome back our
new clients and delegates. Brunico will be reaching out to all
NATPE partners in short order to discuss the transition and our
plans for the future," Brunico president and CEO Russell Goldstein
added in his own statement.
About NATPE
The National Association of Television Program Executives (NATPE)
is a professional association of television and emerging media
executives established in 1963.
NATPE filed a petition for relief under Subchapter V of Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-bk-11181) on
Oct. 11, 2022. The Debtor estimated assets of less than $50,000
and debt of less than $1 million.
The Debtor's counsel:
Leslie A Cohen
Leslie Cohen Law PC
310-394-5900
leslie@lesliecohenlaw.com
NAUTICAL SOLUTIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Nautical Solutions, L.L.C. (Lead Case) 23-90002
16201 East Main Street
Cut Off LA 70345
Nautical Solutions (Texas), LLC 23-90001
1999 Bryan Street, Suite 900
Dallas, TX 75201
Business Description: The Debtors are providers of vessel services
to the offshore oil and gas exploration and
production, oilfield service, and
construction sectors. The Debtors' services
include transportation of personnel and
supplies to fixed and floating drilling and
production rigs and platforms, surface
support for subsea installation activities,
and support and supply of offshore
accommodation units.
Chapter 11 Petition Date: January 9, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Christopher M. Lopez
Debtors'
Local
Bankruptcy
Counsel: Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
Victoria Argeroplos, Esq.
Javier Gonzalez, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
Email: mcavenaugh@jw.com
jwertz@jw.com
vargeroplos@jw.com
jgonzalez@jw.com
Debtors'
General
Bankruptcy
Counsel: Patrick J. Nash, Jr., P.C.
John R. Luze, Esq.
Jeffrey T. Michalik, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, IL 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: patrick.nash@kirkland.com
john.luze@kirkland.com
jeff.michalik@kirkland.com
Debtors'
Investment
Bankers: JEFFERIES LLC
Debtors'
Financial
Advisors: ANKURA CONSULTING GROUP
Debtors'
Notice &
Claims
Agent: KURTZMAN CARSON CONSULTANTS LLC
Each Debtor's
Estimated Assets: $500 million to $1 billion
Each Debtor's
Estimated Liabilities: $500 million to $1 billion
The petitions were signed by Charles F. Comeaux as chief financial
officer.
The Debtors stated that prior to the Petition Date, they paid all
known general unsecured claims that were due and payable, as
reflected in the Debtors' accounts payable system, as of the
Petition Date. In the ordinary course of the Debtors' business,
all invoices must be vouchered in order to be included in the
Debtors' accounts payable system. The Debtors have received
certain invoices that are in the process of being vouchered and
are not yet reflected in the Debtors' accounts payable system.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SLX2DLI/Nautical_Solutions_LLC__txsbke-23-90002__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/7E4IS4Y/Nautical_Solutions_Texas_LLC__txsbke-23-90001__0001.0.pdf?mcid=tGE4TAMA
NUMERICAL CONTROL: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The U.S. Trustee for Region 20 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Numerical Control Support, Inc.
About Numerical Control Support
Numerical Control Support, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 22-21075) on
Nov. 3, 2022, with $1,440,773 in assets and $3,097,661 in
liabilities. Joshua Peterson, chief executive officer and
president, signed the petition.
Judge Robert D. Berger oversees the case.
Colin Gotham, Esq., at Evans & Mullinix, P.A. serves as the
Debtor's legal counsel while Taylor Group, LLC is the Debtor's
accountant.
OPULENT AMERICAS: Seeks to Hire Northen Blue as Bankruptcy Counsel
------------------------------------------------------------------
Opulent Americas, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to hire Northen
Blue, LLP as its bankruptcy counsel.
The firm's services include:
a. advising the Debtor regarding its duties and powers;
b. assisting the Debtor in the sale of the member interests in
New Energy, LLC, an evaluation of the ability of the Debtor to
restructure its financial obligations through means other than a
sale of the member interests in New Energy, the ability and means
by which some or all of the Debtor's assets could be refinanced or
liquidated to generate cash for the payment of such claims as may
be allowed in the Debtor's Chapter 11 proceeding, and any other
matter relevant to the case or to the formulation of a Chapter 11
plan;
c. assisting the Debtor in the preparation and filing of all
necessary schedules, statement of financial affairs, reports and
legal papers;
d. assisting and advising the Debtor in the examination and
analysis of the conduct of its affairs and the causes of
insolvency;
e. assisting and advising the Debtor regarding communications
to the general creditor body regarding any matters of general
interest and any proposed plan of reorganization;
f. preparing, reviewing or analyzing all applications, orders,
statements of operations, and schedules filed with the court by the
Debtor or other third parties, giving advice to the Debtor as to
their propriety, and after approval by the Debtor, consenting to
orders; and
g. other necessary legal services.
Northen Blue will be paid at these rates:
John A. Northen, Esq. $620 per hour
Vicki L. Parrott, Esq. $510 per hour
The firm received a retainer in the amount of $50,000.
As disclosed in court filings, Northen Blue is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
John A. Northen, Esq.
Northen Blue, LLP
1414 Raleigh Road, Suite 435
Chapel Hill, NC 27517
Tel: (919) 968-4441
Emai: jan@nbfirm.com
About Opulent Americas
Opulent Americas, Inc. develops products for the LED lighting,
automation, and IoT industries. The company is based in Raleigh,
N.C.
Opulent Americas filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
22-02997) on Sept. 29, 2022, with $583,105 in assets and $3,450,384
in liabilities. Russell Shaver, president of Opulent Americas,
signed the petition.
Judge David M. Warren presides over the case.
John A. Northen, Esq., at Northen Blue, LLP represents the Debtor
as counsel.
PACESETTER MANUFACTURING: Files Bid to Use Cash Collateral
----------------------------------------------------------
Pacesetter Manufacturing, Inc. asks the U.S. Bankruptcy Court for
the District of Arizona for authority to use cash collateral and
provide adequate protection.
The secured creditors asserting an interest in the Debtor's cash
collateral are ENGS Commercial Capital, LLC, EAVF II ARB
Aggregator, LLC, assignee of Wingspire Equipment Finance, LLC,
,formerly known as Liberty Commercial Finance LLC, and the U.S.
Small Business Administration.
The Debtor needs to pay its rent and its employees and officers on
January 13, 2023, for the one-week prepetition period prior to
January 6, 2023. It is also imperative that the Debtor be placed in
position to purchase replacement raw materials for its
manufacturing process, or run the risk of impairing important
relationships with its customers and impairing going concern value.
On March 12, 2021, the Debtor and its affiliates entered into a
Revolving Inventory Loan and Security Agreement, including a
factoring agreement referenced in the Summary of Factoring Facility
Terms . The security agreement was perfected by filing with the
Arizona Secretary of State on February 10, 2021. This creditor's
security interest is in first position on the Debtor's raw
materials, work in process, inventory, receivables, and cash
collateral.
As the Debtor incorporates its raw materials into inventory, sells
its inventory, and receives cash payments from its sale of invoices
to ENGS, ENGS will be granted a replacement security interest in
newly acquired raw materials, work in process, and finished product
manufactured after the date of the Petition, as well as accounts
receivable created post-petition and sold to ENGS, consistent with
ENGS and the Debtor's practices since March 2021.
A copy of the motion is available at https://bit.ly/3vQyCK7 from
PacerMonitor.com.
About Pacesetter Manufacturing, Inc.
Pacesetter Manufacturing, Inc. is an automotive aftermarket
supplier of catalytic converters.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00093) on January 6,
2023. In the petition signed by Robert J. Perret, president and
CEO, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Daniel P. Collins oversees the case.
James F. Kahn, Esq., at Kahn & Ahart, PLLC, represents the Debtor
as legal counsel.
PATAGONIA HOLDCO: Calamos LSEDIT Marks $180,000 Loan at 19% Off
---------------------------------------------------------------
Calamos Long/Short Equity & Dynamic Income Trust has marked its
$180,000 loan extended to Patagonia Holdco LLC to market at
$144,900, or 81% of the outstanding amount, as of October 31, 2022,
according to a disclosure contained in Calamos LSEDIT's Form N-CSR
for the fiscal year ended October 31, 2022, filed with the
Securities and Exchange Commission on December 29.
Calamos LSEDIT extended a Bank Loan that carries an 8.386% interest
(3 mo. SOFR + 5.75%) to Patagonia Holdco LLC. The loan is scheduled
to mature on August 1, 2029.
Calamos LSEDIT was organized as a Delaware statutory trust on
September 21, 2017 and is registered under the Investment Company
Act of 1940, as a diversified, closed-end management investment
company. The Fund commenced operations on November 29, 2019.
Calamos Advisors LLC serves as the investment manager and
administrator for the Fund.
Patagonia Holdco LLC is a holding company fully owned and
established by Stonepeak Partners LP, a private equity firm
specializing in infrastructure and real estate investments, to hold
the Latin American assets acquired from Lumen Technologies, Inc.
PATAGONIA HOLDCO: Fidelity Fund Marks $22.7M Loan at 20% Off
------------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $22,785,000 loan extended to Patagonia Holdco LLC to
market at $18,313,000 or 80% of the outstanding amount, as of
October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche B first lien term
loan that carries an 8.386% interest (CME Term SOFR 1 Month Index +
5.750%) to Patagonia Holdco LLC. The loan is scheduled to mature on
August 1, 2029.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Patagonia Holdco LLC is a holding company fully owned and
established by Stonepeak Partners LP, a private equity firm
specializing in infrastructure and real estate investments, to hold
the Latin American assets acquired from Lumen Technologies, Inc.
PAYA HOLDINGS: S&P Places 'B' ICR on Watch Positive on Nuvei Deal
-----------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Paya Holdings Inc.,
including its 'B' issuer credit rating and 'B+' issue-level ratings
on its senior secured debt, on CreditWatch with positive
implications.
Paya announced it has entered into a definitive agreement to be
acquired by Nuvei Corp. for $9.75 per share in an all-cash
transaction that values the enterprise at $1.3 billion.
S&P said, "The CreditWatch placement reflects our view that the
transaction will enhance the company's credit position because it
is being acquired by a higher-rated entity. We expect to resolve
the CreditWatch placement or discontinue our ratings on Paya after
the close of the proposed acquisition depending on whether any of
its rated obligations remain outstanding.
"The positive CreditWatch placement reflects our belief that the
combined company will have a more favorable credit profile than
Paya does as a stand-alone company. As of the close of the
transaction, we expect Nuvei will repay Paya's outstanding debt.
The transaction has been approved by the boards of directors of
both companies. Paya's board intends to recommend the transaction
to its stockholders, though it remains subject to customary closing
conditions.
"We expect to resolve the CreditWatch when Nuvei closes the
acquisition in the first quarter of 2023. We anticipate that we
will discontinue our ratings on Paya at that time because we expect
Nuvei will repay Paya's debt. If the transaction is not completed,
we would reassess the company and most likely affirm our ratings."
ESG credit indicators: E-2, S-2, G-2
PHIO PHARMACEUTICALS: Stockholders OK Reverse Stock Split Proposal
------------------------------------------------------------------
Phio Pharmaceuticals Corp. held a special meeting of its
stockholders on Jan. 4 at which the stockholders approved an
amendment to the Company's Amended and Restated Certificate of
Incorporation to effect a reverse stock split of the outstanding
shares of the Company's common stock, at a ratio of not less than
1-for-2 and not greater than 1-for-25, with the exact ratio and
effective time of the reverse stock split to be determined by the
Board of Directors of the Company.
The Company had 13,667,973 shares of common stock and one share of
Series D preferred stock issued and outstanding at the close of
business on Nov. 17, 2022, the record date for eligibility to vote
at the Special Meeting, and there were present at the Special
Meeting (in person virtually or represented by valid proxy) a total
of 6,500,381 shares of common stock and one share of Preferred
Stock.
As previously described in the Company's Proxy Statement, the
holder of record of the one outstanding share of Preferred Stock
was entitled to 17,500,000 votes, had the right to vote only on the
Reverse Stock Split Proposal, and such votes were automatically
voted in the same proportion as the shares of common stock voted on
the Reverse Stock Proposal. Holders of the Company's common stock
were entitled to one vote per share.
The ratio and effective date of the reverse stock split will be
reported on a separate Current Report on Form 8-K once approved by
the Company's Board of Directors.
About Phio Pharmaceuticals
Marlborough, Massachusetts-based Phio Pharmaceuticals Corp. --
http://www.phiopharma.com-- is a clinical stage biotechnology
company whose proprietary INTASYL RNAi technology makes immune
cells more effective in killing tumor cells. INTASYL is the only
self-delivering RNAi technology focused on immuno-oncology
therapeutics. INTASYL drugs precisely target specific proteins that
reduce the body's ability to fight cancer, without the need for
specialized formulations or drug delivery systems.
Phio reported a net loss of $13.29 million for the 12 months ended
Dec. 31, 2021, compared to a net loss of $8.79 million for the 12
months ended Dec. 31, 2020, and a net loss of $8.91 million for the
12 months ended Dec. 31, 2019. As of Sept. 30, 2022, the Company
had $15.79 million in total assets, $2.26 million in total
liabilities, and $13.53 million in total stockholders' equity.
PHUNWARE INC: Grants 1.5M Restricted Stock Units to New CEO
-----------------------------------------------------------
Phunware, Inc. said it made an inducement grant to Mr. Russell
Buyse in connection with his employment as the Company's new chief
executive officer, effective Dec. 28, 2022. Such grant was made
under the Phunware, Inc. 2022 Inducement Plan, which was approved
and adopted on Jan. 4, 2023 by the Company's Board of Directors.
The Board granted Mr. Buyse an aggregate of 1,470,588 restricted
stock units under the Inducement Plan.
The grant was approved by Phunware's Compensation Committee on Jan.
4, 2023 pursuant to a delegation by the Board and was issued as an
equity grant pursuant to Nasdaq Listing Rule 5635(c)(4), as an
inducement material to Mr. Buyse entering into employment with the
Company. The restricted stock units granted are subject to a
vesting schedule that commenced on Dec. 28, 2022, with one-third of
the restricted stock units vesting on each anniversary of the
commencement date, subject to Mr. Buyse's continued employment.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $53.52 million for the year ended
Dec. 31, 2021, a net loss of $22.20 million for the year ended Dec.
31, 2020, a net loss of $12.87 million for the year ended Dec. 31,
2019, and a net loss of $9.80 million for the year ended Dec. 31,
2018. As of Sept. 30, 2022, the Company had $68.48 million in
total assets, $35.70 million in total liabilities, and $32.78
million in total stockholders' equity.
PHUNWARE INC: Has Plan to Repurchase $5M Worth of Common Stock
--------------------------------------------------------------
Phunware, Inc. announced its Board of Directors has authorized a
Stock Repurchase Plan under which the Company may repurchase up to
$5,000,000 of the Company's outstanding common stock, par value
$0.0001 per share.
"We believe repurchasing our common stock is an attractive use of
capital, given recent market prices," stated Russ Buyse, chief
executive officer of the Company.
The Stock Repurchase Plan is expected to be completed over the next
12 months.
The shares may be repurchased from time to time in open market
transactions at prevailing market prices. The actual timing,
number and value of shares repurchased under the plan will be
determined by management at its discretion and will depend on a
number of factors, including the market price of the Company's
common stock, general market and economic conditions, and
applicable legal requirements. The Company has no obligation to
repurchase any shares under the Stock Repurchase Plan and may
suspend or discontinue at any time.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $53.52 million for the year ended
Dec. 31, 2021, a net loss of $22.20 million for the year ended Dec.
31, 2020, a net loss of $12.87 million for the year ended Dec. 31,
2019, and a net loss of $9.80 million for the year ended Dec. 31,
2018. As of Sept. 30, 2022, the Company had $68.48 million in
total assets, $35.70 million in total liabilities, and $32.78
million in total stockholders' equity.
PHUNWARE INC: Registers Additional Shares Under 2018 Plan, ESPP
---------------------------------------------------------------
Phunware, Inc. has filed a Form S-8 registration statement with the
Securities and Exchange Commission for the purpose of registering
the offer and sale of an additional annual increase of 5,157,666
shares of common stock of the Company, par value $0.0001 per share,
issuable to eligible persons under the Phunware, Inc. 2018 Equity
Incentive Plan (Amended and Restated as of Nov. 11, 2022), an
additional 2,108,164 shares of Common Stock, issuable to eligible
persons under the 2018 Plan, as approved by the Company's
stockholders at its Annual Meeting held on Nov. 11, 2022, an
additional increase of 818,824 shares of Common Stock, issuable to
eligible persons under the Phunware, Inc. 2018 Employee Stock
Purchase Plan and 1,470,588 shares of Common Stock, issuable to a
grantee under the Phunware, Inc. 2022 Inducement Plan.
The number of shares of Common Stock reserved and available for
issuance under the 2018 Plan is subject to an automatic annual
increase on each January 1st, by an amount equal to 5% of the
number of shares of Common Stock issued and outstanding on the
immediately preceding December 31st or such lesser number of shares
of Common Stock as approved by the Administrator (as defined in the
2018 Plan). Accordingly, on Jan. 1, 2023, the number of shares of
Common Stock reserved and available for issuance under the 2018
Plan increased by 5,157,666 shares. At the 2022 Annual Meeting of
Stockholders held on Nov. 11, 2022, the Company's stockholders
approved an increase of an additional 2,108,164 shares of Common
Stock to be reserved and available for future issuance under the
2018 Plan.
The number of shares of Common Stock reserved and available for
issuance under the 2018 ESPP is subject to an automatic annual
increase on each January 1st, by the lesser of (i) 818,824 shares
of Common Stock, (ii) 1.5% of the number of shares of Common Stock
issued and outstanding on the immediately preceding December 31st,
or (iii) such lesser number of shares of Common Stock as determined
by the Administrator (as defined in the 2018 ESPP). Accordingly,
on Jan. 1, 2023, the number of shares of Common Stock reserved and
available for issuance under the 2018 ESPP increased by 818,824
shares.
On Dec. 30, 2022, the Company's board of directors adopted the
Phunware, Inc. 2022 Inducement Plan pursuant to which the Company
reserved 1,470,588 shares of Common Stock to be used exclusively
for a grant of equity-based awards to an individual who was not
previously an employee or director of the Company, as an inducement
material to the individual's entry into employment with the
Registrant within the meaning of Rule 5635(c)(4) of the Marketplace
Rules of the Nasdaq Stock Market. The Inducement Plan provides for
the grant of equity-based awards in the form of non-statutory stock
options, stock appreciation rights, restricted stock awards and
restricted stock unit awards. The Inducement Plan was adopted by
the Company's board of directors without stockholder approval
pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq
Stock Market.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1665300/000162828023000665/phun-20230106xformsx8.htm
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $53.52 million for the year ended
Dec. 31, 2021, a net loss of $22.20 million for the year ended Dec.
31, 2020, a net loss of $12.87 million for the year ended Dec. 31,
2019, and a net loss of $9.80 million for the year ended Dec. 31,
2018. As of Sept. 30, 2022, the Company had $68.48 million in
total assets, $35.70 million in total liabilities, and $32.78
million in total stockholders' equity.
POWER TEAM: Fidelity Fund Marks $1.4M Loan at 19% Off
-----------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $1,473,000 loan extended to Power Team Services LLC
to market at $1,195,000 or 81% of the outstanding amount, as of
October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a first lien term loan that
carries a 6.9241% interest (3 month U.S. LIBOR + 3.250%) to Power
Team Services LLC. The loan is scheduled to mature on March 5,
2025.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Headquartered in Atlanta, Georgia, PowerTeam is a domestically
focused natural gas distribution, transmission and electric
services company for natural gas and electric utilities and
midstream operators offering a wide array of services that help
maintain and upgrade their infrastructure and operate more
efficiently and reliably.
PROJECT ALPHA: S&P Places 'B' ICR in Watch Negative on Talend Deal
------------------------------------------------------------------
S&P Global Ratings placed its 'B' issuer credit rating on Project
Alpha Intermediate Holding Inc. (doing business as Qlik) and its
'B' issue-level rating on its first-lien term loan and revolving
credit facility on CreditWatch with negative implications.
S&P will resolve the CreditWatch placement once Qlik closes the
acquisition. At that time, S&P will review the pro forma company's
capital structure, group structure, integration plan, synergy
details, and its appetite for further acquisitions.
The CreditWatch placement follows Qlik's announcement that it
intends to acquire data integration and management solution
provider Talend. S&P does not know the details of the company's
planned capital structure. It will reassess the rating after a
review of the company's proposed capital structure, group
structure, operating plan, and our updated forecast.
S&P said, "Even if the capital structures remain separate under a
single holding company, we could lower Qlik's rating if we view the
group credit profile including Talend to be 'b-' and we do not view
Qlik as an insulated subsidiary. If we believe there is some risk
the group could pull resources from Qlik to support Talend in case
of credit stress (regardless of how remote this possibility may
be), we would not view Qlik as insulated. In making this
determination, we would look more to the owner's long term
operating strategy than to specific terms of the current credit
agreements.
"We will resolve the CreditWatch placement once Qlik closes the
acquisition and we review its capital structure, group structure,
integration plan, synergy details, and appetite for further
acquisitions."
QUOTIENT LIMITED: Case Summary & Eight Unsecured Creditors
----------------------------------------------------------
Debtor: Quotient Limited
Business Park Terre Bonne, Route de Crassier 13,
1262 Eysins, Switzerland
Business Description: Quotient Limited operates as a holding
company for its direct and indirect wholly
owned subsidiaries, which are engaged
primarily in the development, manufacture,
and sale of products for the global medical
diagnostics market. The Company operates
two primary lines of business: (a) the
development, manufacture, and sale of
conventional reagent products used primarily
to identify blood group antigens and
antibodies in donor and patient blood and to
perform daily quality assurance testing for
third-party blood grouping instrument
platforms; and (b) the development and
commercialization of the Company's own
diagnostic instrument platform, named
MosaiQ, for the autoimmune and allergy
clinical diagnostic markets.
Chapter 11 Petition Date: January 10, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-90003
Judge: Hon. David R. Jones
Debtor's Counsel: James T. Grogan III, Esq.
PAUL HASTINGS LLP
600 Travis Street, 58th Floor
Houston,TX 77002
Tel: (713) 860-7300
Email: jamesgrogan@paulhastings.com
Debtor's
Financial
Advisor: PERELLA WEINBERG PARTNERS L.P.
Debtor's
Notice,
Claims Agent &
Administrative
Advisor: KROLL RESTRUCTURING ADMINISTRATION LLC
Total Assets as of Sept. 30, 2022: $127,905,000
Total Debts as of Sept. 30, 2022: $309,995,000
The estimated amount of assets and liabilities are provided on a
consolidated basis including Quotient Limited's non-Debtor
subsidiaries.
The petition was signed by Ali Kiboro as chief financial officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/R3Q4MMI/Quotient_Limited__txsbke-23-90003__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Eight Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Wilmington Savings Bond Debt $105,761,979
Fund Society, FSB, as
trustee under the
Convertible Notes Indenture
Attn: Bart Pisella, Joon P. Hong
c/o Chapman and Cutler LLP
1270 Avenue of the Americas
New York, NY 10020
Email: bpisella@chapman.com;
joonhong@chapman.com
2. Carey Olsen Advisor Fees $193,875(GBP)
James Willmott
47 Esplanade
St Helier
Jersey, Channel Islands JE1 0BD
United Kingdom
Tel: 44 1534 822307
Email: James.Willmott@careyolsen.com
3. Clifford Chance Advisor Fees $125,361
John A. Healy
31 West 52nd Street
New York, NY 19170‐6805
Tel: (212) 878 8281
Email: john.healy@cliffordchance.com
4. LaLive SA Advisor Fees $48,763(CHF)
Matthias GSTOEHL
Stampfenbachplatz 4
P.O. Box 212
8042 Zurich
Switzerland
Tel: 41 58 105 2100
Email: mgstoehl@laliv.law
5. Continental Stock Transfer & Transfer Agent $19,571
Trust Co. Fees
Henry Farrell
One State Street Plaza, 30th Floor
New York, NY 10004
Tel: 212‐509‐4000 EXT. 510
Email: hfarrell@continentalstock.com
6. Donnelly Financial LLC Advisor Fees $16,293
Beryl Silver
PO Box 842282
Boston, MA 02284‐2282
Tel: (917) 273 0345
Email: beryl.silver@dfinsolutions.com
7. Intrado Digital Media LLC Advisor Fees $10,107
c/o West Corporation
P.O. Box 74007143
Chicago, IL 60674‐7143
Tel: 833‐559‐2635
Email: billing.support@notified.com
8. JTC Jersey Ltd. Advisor Fees $5,501(GBP)
Tim Knight
PO Box 1075
28 Esplanade
St Helier, Jersey JE2 3QA
United Kingdom
Tel: 44 1534 700 004
Email: jersey@jtcgroup.com
QUOTIENT LTD: Files for Chapter 11 With Plan to Cut Debt by $140M
-----------------------------------------------------------------
Quotient Ltd., a publicly traded blood transfusion diagnostics
company, filed for Chapter 11 bankruptcy in Texas on Tuesday with a
debt-for-equity plan to cut debt by $140 million.
The Company said in a regulatory filing it has filed a series of
first day motions with the Bankruptcy Court that seek authorization
to continue to conduct its business without interruption. These
motions are designed primarily to minimize the effect of bankruptcy
on the Company's operations.
None of Quotient's subsidiaries intend to file voluntary petitions
for relief under the Bankruptcy Code, and each of those
subsidiaries expects to continue to operate its respective business
in the ordinary course unaffected by the Chapter 11 Case.
The bankruptcy filing was contemplated under the A&R Transaction
Support Agreement as part of a comprehensive restructuring to
de-lever the Company's consolidated balance sheet by reducing debt
by approximately $140 million and provide new cash for ongoing
operations.
As of the Petition Date, the Debtor has $252 million outstanding in
principal debt obligations, exclusive of applicable interest, fees,
or other charges, consisting of: (a) $10,000,000 of outstanding
principal under the Bridge Notes; (b) $136,904,167 of outstanding
principal under the Senior Secured Notes; (c) $105,000,000 of
outstanding principal under the Convertible Notes; and (d) $489,353
in General Unsecured Claims.
The Company and 100% of its Senior Secured Noteholders and
Convertible Noteholders have executed a Transaction Support
Agreement, which provides the Company with a clear and expedited
path to a confirmable chapter 11 plan of reorganization, additional
funding, and a significantly deleveraged balance sheet, all without
impairing unsecured claims.
Chapter 11 Plan
Pursuant to the A&R TSA, all of the holders of the Senior Secured
Notes (including the Bridge Notes) and the Convertible Notes have
agreed to vote in favor of the Plan. The TSA and the Plan,
contemplate, among other things, a debt-to-equity recapitalization
transaction. In sum: (a) Holders of Senior Secured Notes Claims
and Convertible Notes Claims will receive 100% of the Newco
Partnership Interests in exchange for the contribution of new funds
through the Private Placements, (b) Holders of Bridge Notes Claims
and Senior Secured Notes Claims will receive the Finance Co Notes
in exchange for extinguishing the obligations remaining under the
Bridge Notes and Senior Secured Notes, and (c) the Convertible
Noteholders will extinguish the obligations under the Convertible
Notes for no consideration other than the right to participate in
the Convertible Noteholder Private Placement.
The TSA, as implemented pursuant to the Plan, provides for payment
in full of administrative, priority, and general unsecured claims.
The transactions set forth in the Plan and the TSA will provide the
Company a fresh start and a stable platform to grow post-emergence,
infuse additional capital, and deleverage its balance sheet, all
while preserving hundreds of jobs and allowing the Company to
continue to serve the critical needs of hospitals, donor collection
agencies, and independent testing laboratory customers throughout
the United States.
Transaction Support Agreement
On Jan. 9, 2023, Quotient entered into an amended and restated
transaction support agreement -- A&R TSA -- with holders of all of
the Debtors':
(i) outstanding senior secured notes issued under the
Indenture, dated as of Oct. 14, 2016, by and among the Company, the
guarantors party thereto, and U.S. Bank Trust Company, National
Association, as trustee, and
(ii) convertible notes issued under that certain Indenture,
dated as of May 26, 2021, by and among the Company, the guarantors
party thereto, and Wilmington Savings Fund Society, FSB, as
trustee.
The A&R TSA amends and restates in its entirety the transaction
support agreement entered into by the parties on Dec. 5, 2022. The
A&R TSA updates and modifies certain steps effectuating the
transactions pursuant to which the Company will undergo a
comprehensive restructuring of its balance sheet, removes
references to the potential creditor schemes of arrangement in
England, enhances the diligence available for the benefit of the
Consenting Noteholders, provides for automatic termination (rather
than termination only after receipt of written notice) upon certain
events, and reduces the threshold of approval necessary to extend
certain milestones set forth in the A&R TSA. The A&R TSA is
otherwise substantially the same as the Original TSA.
The A&R TSA provides for these milestones:
(i) Commencement of the Bankruptcy Case on or before Jan. 10,
2023;
(ii) Entry of an order by the Bankruptcy Court approving
solicitation procedures with respect to the Plan on or before 14
days after the Petition Date (or such later date as may be
necessary to accommodate the Bankruptcy Court's calendar);
(iii) Entry of the Confirmation Order on or before 40 days after
the Petition Date (or such later date as may be necessary to
accommodate the Bankruptcy Court's calendar); and
(iv) Completion of all steps of either the Implementation Steps
Memo or such other transaction structure or means of implementation
as directed by the Requisite Consenting Holders in their sole
discretion, by no later than May 31, 2023.
A copy of the A&R TSA is available at:
https://www.sec.gov/Archives/edgar/data/1596946/000119312523005670/d165499dex101.htm
Counsel to the Consenting Holders:
Ryan Preston Dahl, Esq.
Sam Badawi, Esq.
Jonathan Gill, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
E-mail: ryan.dahl@ropesgray.com
sam.badawi@ropesgray.com
jonathan.gill@ropesgray.com
- and -
Joshua D. Morse, Esq.
John A. Pintarelli, Esq.
Pillsbury Winthrop Shaw Pittman LLP
Four Embarcadero Center, 22nd Floor
San Francisco, CA 94111-5998
E-mail: joshua.morse@pillsburylaw.com
john.pintarelli@pillsburylaw.com
About Quotient Ltd.
Building on over 30 years of experience in transfusion diagnostics,
Quotient is a commercial-stage diagnostics company committed to
delivering solutions that it believes reshape the way diagnostics
are practiced. The MosaiQ solution, Quotient's proprietary
multiplex microarray technology, offers the world's first fully
automated, consolidated testing platform, allowing for multiple
tests across different modalities.
Quotient filed a voluntary petition for relief under chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90003) on Jan.
10, 2023.
The Debtor disclosed total assets of $127,905,000 and total debt of
$309,995,000 as of Sept. 30, 2022.
The Hon. David R. Jones is the case judge.
The Debtor tapped PAUL HASTINGS LLP as counsel; and PERELLA
WEINBERG PARTNERS L.P. as financial advisor. KROLL RESTRUCTURING
ADMINISTRATION LLC is the claims agent.
QUOTIENT LTD: In Chapter 11 Amid Cash Woes, Failure to Find Buyer
-----------------------------------------------------------------
Quotient Ltd., a publicly traded blood transfusion diagnostics
company, said that as a result of the liquidity constraints,
inability to make scheduled interest payments, and other
challenges, it reached an agreement with senior secured noteholders
and the convertible noteholders on the Company's Chapter 11 filing
to restructure the Company's financial obligations.
In filings with the U.S. Bankruptcy Court for the Southern District
of Texas, CEO Manuel O. Mendez explains the Company has incurred
net losses and negative cash flows from operations in each year
since it commenced operations in 2007. As of September 30, 2022,
the Company had an accumulated deficit of $809.8 million and
expected operating losses to continue for at least the remainder of
the fiscal year ending March 31, 2023 while continuing investment
in the commercialization of its MosaiQ technology. For the six
month period ended September 30, 2022, the Company's total revenue
was $17.7 million and its net loss was $84.8 million.
Adverse conditions in the U.S. and global capital markets, made the
Company's pursuit of necessary, additional capital very difficult.
The Company's access to liquidity has been further impacted by the
suspension of redemptions by two funds managed by Credit Suisse
Asset Management ("CSAM") in which the Company has previously
invested an aggregate of approximately $110.35 million. CSAM has
begun the process of liquidating these funds and the Company has
since recovered a portion of its investments (approximately $89
million as of September 30, 2022), but further recovery remains
uncertain.
Failure to Make Interest Payments
The Company was unable to make certain interest payments on the
Senior Secured Notes and the Convertible Notes that were due on
October 15, 2022 and November 15, 2022, respectively. Prior to the
expiration of the grace periods provided under the Senior Secured
Notes Indenture and the Convertible Notes Indenture, as applicable,
the Company reached agreements with the Senior Secured Noteholders
and the Convertible Noteholders to avoid a default under the Senior
Secured Notes Indenture or the Convertible Notes Indenture.
Nasdaq Delisting
On May 24, 2022, the Company announced it received written notice
from the Nasdaq Stock Market LLC that on May 20, 2022, the average
closing price of the Debtor's ordinary shares over the prior 30
consecutive trading days had fallen below $1.00 per share.
On Nov. 2, 2022, the Company implemented a reverse split of the
Debtor's ordinary shares in an effort to satisfy the Bid Price
Requirement. However, on Nov. 22, the closing bid price for the
Company's ordinary shares fell below the $1.00 minimum bid price
required to maintain listing on the Nasdaq Global Market. While
Nasdaq had not formally notified the Company of this deficiency
because, under Nasdaq's rules, such a notice is given only after
the deficiency has continued for 30 consecutive business days, the
Company's board of directors ultimately determined that it would
not be able to regain compliance with the Bid Price Requirement or
the Minimum Market Value Requirement and, on December 6, 2022,
approved the voluntary withdrawal as soon as practicable of the
Debtor's ordinary shares from listing on the Nasdaq Global Market
Prepetition Marketing Process
In the months preceding the Petition Date, and facing limited
liquidity and ongoing debt service obligations, the Debtor, with
the assistance of its advisors, evaluated various potential
strategic alternatives and restructuring scenarios to preserve the
value of the Company.
In August 2022, the Debtor retained Perella Weinberg Partners as
its investment banker to pursue a potential sale of the Company.
Subsequent to the management presentations, the Debtor received two
indications of interest, both of which were only for the Alba
business. These two indications of interest for the Alba business
proposed a range of valuation up to $130 million. However, the
party that submitted the indication of interest with the highest
proposed valuation withdrew from the process.
Perella Weinberg spoke with representatives from this party about
the process and learned that the timing of any transaction with
this party was well outside of the timeframe required by the
Company. The proposal of the remaining interested party was
determined by the Company and its advisors to be too low given that
it was significantly less than the aggregate of the amounts
outstanding under the Senior Secured Notes and Convertible Notes.
Perella Weinberg pursued further discussion with this bidder,
proposing that they consider making a bid for the entire
Company or an additional investment to fund the Company's
development of MosaiQ, but these proposals were declined.
No indications of interest were received for the entire Company for
a sale or a commercial partnership. In addition, no potential
buyers expressed interest in acquiring the Company's MosaiQ product
as a stand-alone product/business at any price, which suggests that
in its present state MosaiQ has no or no material saleable value.
Chapter 11 Plan
As indicated in the Company's quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2022, filed Nov. 14, 2022, the board of
directors of the Company approved a change in strategy in which the
Company would suspend its activities focused on the
commercialization of its transfusion diagnostics products and would
instead focus in the near term on development and commercialization
of MosaiQ products for the autoimmune and allergy clinical
diagnostics markets. As a result of this shift in strategy and
after confirmation of the Transaction Support Agreement, the
Company implemented a material reduction in its workforce by
approximately 100 positions. The majority of workforce reductions
are expected to be substantially completed by the first quarter of
calendar year 2023.
The Company and its advisors have engaged in discussions with the
Senior Secured Noteholders and the Convertible Noteholders and
their advisors regarding a restructuring of the Company's financial
obligations. Those discussions culminated in the execution of the
Transaction Support Agreement -- supported by 100 percent of the
Senior Secured Noteholders and Convertible Noteholders -- on
December 5, 2022, which provides the Company with a clear and
expedited path to a confirmable chapter 11 plan of reorganization,
additional funding, and a significantly deleveraged balance sheet,
all without impairing unsecured claims.
About Quotient Ltd.
Building on over 30 years of experience in transfusion diagnostics,
Quotient is a commercial-stage diagnostics company committed to
delivering solutions that it believes reshape the way diagnostics
are practiced. The MosaiQ solution, Quotient's proprietary
multiplex microarray technology, offers the world's first fully
automated, consolidated testing platform, allowing for multiple
tests across different modalities.
Quotient filed a voluntary petition for relief under chapter 11 of
the Bankruptcy Code on Jan. 10, 2023 (Bankr. S.D. Tex. Case No.
23-90003).
The Debtor disclosed total assets of $127,905,000 and total debt of
$309,995,000 as of Sept. 30, 2022.
The Hon. David R. Jones is the case judge.
The Debtor tapped PAUL HASTINGS LLP as counsel; and PERELLA
WEINBERG PARTNERS L.P. as financial advisor. KROLL RESTRUCTURING
ADMINISTRATION LLC is the claims agent.
RACKSPACE TECHNOLOGY: Fidelity Fund Marks $33.3M Loan at 27% Off
----------------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $33,304,000 loan extended to Rackspace Technology
Global, Inc. to market at $20,991,000 or 63% of the outstanding
amount, as of October 31, 2022, according to a disclosure contained
in the Fidelity Fund's Form N-CSR for the fiscal year ended October
31, 2022, filed with the Securities and Exchange Commission on
December 21.
Fidelity Advisor Value Fund extended a Tranche B first lien term
loan that carries a 5.6167% interest (1 month U.S. LIBOR + 2.750%)
to Rackspace Technology Global, Inc. The loan is scheduled to
mature on February 15, 2028
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Rackspace Technology Global, Inc., supports and manages cloud
platforms, as well as offers managed hosting, colocation, security,
data processing, and enterprise application development.
RAGSTER INVESTMENT: Court OKs Interim Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Ragster Investment Group, Inc. to use
cash collateral on an interim basis in accordance with the budget.
The Debtor has an immediate need to use the cash collateral of VFS
US, LLC, Sumitomo Mitsui Finance & Leasing Co., Ltd., BMO Harris
Bank, N.A., and Quantum 222 Trust, the secured creditors claiming
liens on the Debtor's personal property including cash and
accounts.
The Debtor requires the use of cash collateral to continue the
operation of its business.
The Secured Lenders are granted valid, binding, enforceable, and
perfected liens co-extensive with the Secured Lenders' pre-petition
liens in all currently owned or hereafter acquired property and
assets of the Debtor.
As adequate protection for the diminution in value of the interests
of the Secured Lenders, the Secured Lenders are granted replacement
liens and security interests, in accordance with Bankruptcy Code
Sections 361, 363, 364(c)(2), 364(e), and 552, co-extensive with
their pre-petition liens.
The replacement liens granted to the Secured Lenders are
automatically perfected without the need for filing of a UCC-1
financing statement with the Secretary of State's Office or any
other such act of perfection.
A further hearing on the matter is set for February 2, 2023 at 1:30
p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3W16izi from PacerMonitor.com.
The Debtor projects $200,000 in income and $91,181 for one month.
About Ragster Investment Group, Inc.
Ragster Investment Group, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-42825) on
November 22, 2022. In the petition signed by Timothy Ragster, chief
executive officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Edward L. Morris oversees the case.
Joyce Lindauer, Esq., at JOYCE W. LINDAUER ATTORNEY, PLLC, is the
Debtor's legal counsel.
RODA EXPRESS: Unsecureds Will Get 100% of Claims in 60 Months
-------------------------------------------------------------
RODA Express Logistics, L.L.C. filed with the U.S. Bankruptcy Court
for the Southern District of Texas a Plan of Reorganization dated
January 8, 2023.
This Plan of Reorganization proposes to pay creditors of the Debtor
from the sale of assets, future income from the cash flow from
operations, and recovery on fraudulent transfer and preference
actions.
This Plan provides for one class of priority claims; two classes of
secured claims; one class of unsecured claims; and one class of
equity security holders. Unsecured creditors holding allowed claims
will receive distributions, which the proponent of this Plan has
valued at approximately 100 cents on the dollar.
This Plan provides for the payment of administrative claims on or
before 30 days after the Effective Date, save and except for
Debtor's Attorney's fees and costs will be paid per agreement
between the Reorganized Debtor and counsel after the approval of
said fees and costs by the Court.
Class 1 shall consist of all allowed unsecured claims of drivers
who were hired as contract employees to drive for the Debtor in the
180 days preceding the bankruptcy case. These claims total
$137,267.61. To the extent Debtor has a valid current address for a
driver, Debtor will pay the allowed unsecured claim of the driver
on or before the 60th day after the Effective Date. To the extent
the Debtor does not have a current valid address for a driver (an
"Unlocated Driver"), Debtor will establish a DIP account to hold
the amount of the Unlocated Driver's claim and will pay the driver
when he contacts the Debtor.
Class 2 shall consist of the allowed secured claims of mechanics
having possessory liens on the Debtor's trucks for parts and
services. These claims are divided into three subclasses. Subclass
1 consists of Creditors with allowed secure claims for Mechanic's
liens on trucks the Debtor will retain and operate. Subclass 2
consists of Creditors with allowed secured claims for Mechanic's
liens on trucks that are sold prior to confirmation of the plan.
Subclass 3 consists Creditors with allowed secured claims for
Mechanic's liens on Trucks that are to be abandoned to Forza.
The total of Class 2 Claims is $146,466.27. The Debtor will pay the
claims of Subclass 1 from its operational income as it begins to
operate again. The Debtor will pay the claims in Subclass 2 from
sales proceeds of each truck sold. Subclass 3 Claimants will retain
their liens on the abandoned vehicles and will be free to exercise
their state court remedies for collection against the vehicle
abandoned.
Class 3 shall consist of the allowed secured claims of Forza
Transportation Services, Inc., for the purchase price owed by
Debtor on each truck RODA is buying from Forza. The Class 3 claims
are divided into three subclasses as follows:
* Subclass 1: Forza for the balance owed to Forza on the
Trucks Debtor intends to retain and operate. Debtor will begin to
make the regular monthly payments required on each of the contracts
for the trucks it intends to retain and operate on the Effective
Date. These payments will go into an account (the "Litigation
Escrow Account") to be maintained by the Subchapter V Trustee for
her to hold pending the entry of a final order in the Fraudulent
and Preferential Transfer Litigation. Any recovery by the
Reorganized Debtor in the Fraudulent and Preferential Transfer
Litigation will be offset against the funds on deposit in the
Subchapter V Trustee's Litigation Escrow Account.
* Subclass 2: Forza for the balances owe on the trucks that
are sold prior to confirmation of the plan. The balance owed on
trucks sold before confirmation will be paid from the proceeds of
the sale of each truck, unless the sales price is not sufficient to
cover a mechanics' lien, if any, on the truck and pay the Forza
balance as well. In such a case the Truck will not be sold unless
Forza agrees to the sale. Any truck not sold for this reason will
be abandoned to Forza and covered by the provisions for Class 4,
Subclass 3.
* Subclass 3: Forza for the balances owed on the Trucks that
are abandoned to Forza. Forza will receive the value of their
secured claim in any truck abandoned to them. Any unpaid balance of
the purchase price will become an unsecured claim that will
participate pro-rata in the Class 5 claims.
Class 4 shall consist of all allowed unsecured claims. The total
amount of these claims at the time this plan is filed is
approximately $896,000. This amount will change if a truck is sold
for less than the amount of the debt secured by it, and as trucks
are sold or abandoned to Forza. Any Forza balance remining unpaid
will become part of the unsecured Class 4 claims.
Debtor will pay the unsecured claims over thirty-six months at no
interest by applying its disposable income to the claims. The
Debtor's disposable income will change as Debtor moves from
reopening its operations, through operating ten trucks, to
operating eighteen trucks. The projected income should be enough to
pay all unsecured claims 100% of their claims. The initial payment
will be made on the 30th day following the Effective Date. Class 4
is impaired.
Class 5 shall consist of all Prepetition Equity Interests.
Prepetition Equity Interests in the Debtor will be deemed Allowed
Equity Interests. On the Effective Date, the Equity Interests in
the Debtor shall automatically convert to Equity Interests in the
Reorganized Debtor. Class 5 is unimpaired.
The primary assets available for payment of administrative,
priority and unsecured claims under the Plan are the equity in the
Debtor's trucks, and cash flow from the Debtor's business once
Debtor can get back into operation.
Debtor has also listed litigation claims against Forza and Roberto
Perez, Jr., as assets of the estate. These claims remain to be
litigated. Any recovery on these claims will be applied to the
payments of the unsecured claims under the plan.
Debtor has filed an application for authority to sell twenty-two
trucks. Debtor believes the trucks can be sold for more than the
amount of the debt owed on each truck. The difference between sales
price and debt is the equity value of each truck. Debtor would use
the equity from each truck sold to fund the costs of getting back
into business and becoming operational again with the twenty trucks
that it will retain. Debtor is keeping eighteen trucks that it was
buying from Forza, and has two other trucks that have nothing to do
with Forza.
A full-text copy of the Plan of Reorganization dated January 8,
2023 is available at https://bit.ly/3QqlwNi from PacerMonitor.com
at no charge.
Counsel for Debtor:
Carl M. Barto, Esq.
Law Office Of Carl M. Barto
817 Guadalupe
Laredo, TX 78040
Telephone: (956) 725-7500
Email: cmblaw@netscorp.net
About RODA Express Logistics
RODA Express Logistics LLC is a licensed trucking company running
freight hauling business from Laredo, Texas.
RODA Express Logistics filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.
22-50069) on Oct. 10, 2022, with between $1 million and $10 million
in both assets and liabilities. Catherine Stone Curtis has been
appointed as Subchapter V trustee.
Judge David R. Jones oversees the case.
The Debtor is represented by Carl Michael Barto, Esq., at the Law
Office of Carl M. Barto.
RW WELDING: Seeks to Hire Eric A. Liepins as Legal Counsel
----------------------------------------------------------
RW Welding and Construction, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Eric A.
Liepins, PC as its bankruptcy counsel.
The Debtor requires legal assistance to liquidate its assets,
reorganize the claims of the estate, and determine the validity of
claims asserted in the estate.
The hourly rates of the firm's counsel and staff are as follows:
Eric A. Liepins $275
Paralegals and Legal Assistants $30 - $50
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $5,000, plus filing fee.
Mr. Liepins, the sole shareholder of the firm, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About RW Welding and Construction
RW Welding and Construction, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
22-32431) on Dec. 30, 2022, with as much as $1 million in both
assets and liabilities. Judge Scott W. Everett oversees the case.
Eric A. Liepins, Esq., at Eric A. Liepins, P.C. represents the
Debtor as counsel.
SANIBEL REALTY: Gets OK to Hire Mancuso Law as Bankruptcy Counsel
-----------------------------------------------------------------
Sanibel Realty Trust, LLC received approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Mancuso Law, P.A. to serve as legal counsel in its Chapter 11
case.
The firm's services include:
a. giving advice to the Debtor with respect to its powers and
duties and the continued management of its business operations;
b. advising the Debtor with respect to its responsibilities in
complying with the Office of the U.S. Trustee's Operating
Guidelines and Reporting Requirements and with the rules of the
court;
c. preparing adversary proceedings and legal documents;
d. protecting the interests of the Debtor in all matters pending
before the court; and
e. representing the Debtor in negotiation with its creditors in
the preparation of a Chapter 11 plan.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
Nathan Mancuso, Esq., a partner at Mancuso Law, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Nathan G. Mancuso, Esq.
Mancuso Law, P.A.
7777 Glades Rd., Suite 100
Boca Raton, FL 33434
Tel: (561) 245-4705
Fax: (561) 226-2575
Email: ngm@mancuso-law.com
About Sanibel Realty Trust
Sanibel Realty Trust, LLC, a company in Miami, Fla., filed a
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 22-18729) on Nov. 11, 2022. In the petition
filed by its manager, Javier Perez, the Debtor reported between $1
million and $10 million in both assets and liabilities.
Judge Robert A. Mark oversees the case.
The Debtor is represented by Nathan G. Mancuso, Esq., at Mancuso
Law, P.A.
SECURUS TECHNOLOGIES: Fidelity Fund Marks $36M Loan at 17% Off
--------------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $36,090,000 loan extended to Securus Technologies
Holdings to market at $29,961,000 or 83% of the outstanding amount,
as of October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche B term loan that
carries an 8.1741% interest (3 month U.S. LIBOR + 4.500%) to
Securus Technologies Holdings. The loan is scheduled to mature on
November 1, 2024.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Based in Dallas, Texas, Securus Technologies Holdings, Inc. is one
of the largest providers of telecommunication services to
correctional facilities, with a presence in 50 states, Washington
DC, and Canada. Securus is owned and controlled by the private
equity firm Platinum Equity, LLC.
SMARTPAC INC: Taps Herren Dare & Streett as Legal Counsel
---------------------------------------------------------
Smartpac, Inc. received approval from the U.S. Bankruptcy Court for
the Eastern District of Missouri to employ Herren Dare & Streett as
its legal counsel.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
powers and duties in its Chapter 11 proceedings;
b. preparing adversary proceedings and legal papers;
c. assisting the Debtor in effectuating a plan of
reorganization;
d. assisting the Debtor in overseeing the continued operation of
its business and management of its property;
e. assisting the Debtor with landlord-tenant issues;
f. advising the Debtor with respect to the possible
subordination of claims; and
g. providing other necessary legal services.
Herren Dare & Streett will be paid at the rate of $350 per hour and
will be reimbursed for out-of-pocket expenses incurred.
The firm received from the Debtor a retainer of $30,000.
David Dare, Esq., a partner at Herren Dare & Streett, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David M. Dare, Esq.
Herren Dare & Streett
439 S Kirkwood Road, Suite 204
Kirkwood, MO 63122
Tel: (314) 965-3373
Fax: (314) 965-2225
Email: hdsstl@hdsstl.com
About Smartpac Inc.
Smartpac Inc. is a manufacturer of food and drink packaging in the
foodservice industry. The company is based in Bridgeton, Mo.
Smartpac filed its voluntary petition for Chapter 11 protection
(Bankr. E.D. Mo. Case No. 22-43840) on Dec. 9, 2022, with
$2,854,593 in assets and $6,484,063 in liabilities. Cary Edwards,
owner of Smartpac, signed the petition.
Judge Bonnie L. Clair oversees the case.
David M. Dare, Esq., at Herren Dare & Streett serves as the
Debtor's legal counsel.
SPG HOSPICE: Trustee Seeks to Tap Terry A. Dake as General Counsel
------------------------------------------------------------------
James Cross, the trustee appointed in the Chapter 11 cases of SPG
Hospice, LLC and affiliates, filed an amended application seeking
approval from the U.S. Bankruptcy Court for the District of Arizona
to employ Terry A. Dake, Ltd. as general counsel.
The court previously approved the retention of Terry A. Dake, Ltd.
as special counsel since the estate had other counsel to assist
with general administration matters. However, since the other
counsel had withdrawn, the trustee wants to expand the firm's role
from special counsel to general counsel.
As general counsel, the firm's services will include:
(a) preparing legal documents;
(b) locating, evaluating and pursuing claims and causes of
actions arising under Chapter 5 of the Bankruptcy Code or related
state law claims available to the estate;
(c) objecting to and litigating or resolving proofs of claim;
(d) assisting in proposing or obtaining confirmation of a plan
of reorganization; and
(e) other necessary legal services.
The firm's attorney will be paid at an hourly rate of $350.
Terry Dake, a shareholder of Terry A. Dake, Ltd., disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Terry A. Dake, Esq,
Terry A. Dake, Ltd.
11811 N. Tatum Blvd., Suite 3031
Phoenix, AZ 85028- 1621
Phone: (602) 368 5200
Fax: (602) 494-4729
About SPG Hospice
Established in 2018, SPG Hospice, LLC provides hospice services
throughout Arizona but primarily located in the Phoenix
metropolitan area.
SPG Hospice's affiliate, Scottsdale Physicians Group, PLC, provides
hospitalist staffing services for hospitals and physician staffing
services to skilled nursing facilities and other post-acute
settings. Its workforce is comprised of medical providers and
disease support personnel.
Meanwhile, United Telehealth Corp., another SPG Hospice affiliate,
provides advanced virtual care medical services to patients in
their homes throughout Arizona. It combines the remote provider
aspect of traditional telemedicine with an in-person medical
technician "Tech" who is physically present with the patient in
their home or facility.
SPG Hospice, Scottsdale and United Telehealth Corp. sought
protection for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Ariz. Lead Case No. 22-02385) on April 19, 2022. At the
time of the filing, SPG Hospice listed up to $50,000 in assets and
up to $500,000 in liabilities.
Judge Eddward P. Ballinger, Jr. oversees the cases.
Jonathan P. Ibsen, Esq., at Canterbury Law Group, LLP serves as the
Debtors' legal counsel.
James Cross, the court-appointed Chapter 11 trustee for the
Debtors, tapped Cross Law Firm, PLC as bankruptcy counsel; Terry A.
Dake, Ltd. as special counsel; Baldwin Moffitt Behm, LLP as tax
preparer; and Kathy Steadman of Coppersmith Brockelman, PLC as
healthcare personnel and regulatory compliance specialist.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' bankruptcy cases.
STRONHOLD DIGITAL: Wants to Erase $18 Million Debt
---------------------------------------------------
Ben Strack of BlockWorks reports that Stronghold Digital Mining is
looking to free up its cash flows on the heels of its chief
executive buying about $1 million of stock that has since sunk by
about 75%.
The bitcoins the company mines, meanwhile, have hovered for a week
in the $16,000 range — the latest indicator of downward pressure
for the mining sector.
Stronghold’s solution is to issue a debt-stock swap, which would
erase nearly $18 million of the operation's debt and ensuing
interest by floating fresh stock valued at roughly $23 million.
The struggling bitcoin miner had on hand a mere six bitcoins --
worth a tick short of $100,000, as of publication -- plus $12.4
million of cash with no string attached, through year end. Through
Oct. 31 of 2022, the company had on hand 62 bitcoins and some $30
million in cash.
The new equity, a Series C preferred stock option, would give
investors the option to convert to Stronghold common stock at $0.40
per share. The stock has dropped by about 97% over the last 2022.
Stronghold lenders set to opt into the convertible options include
Adage Capital, Continental General Insurance Company and Parallaxes
Capital, according to public disclosures.
The latest in a string of efforts
The move marks the latest effort by a crypto miner to free up cash
as bitcoin has traded in a sideways, downward range over the past
few weeks.
Stronghold CEO Greg Beard agreed in September to buy 602,609 shares
of his company's stock at $1.66 — a value of roughly $1 million.
Those shares are now worth about a quarter of that.
An unspecified institutional investor around the same time snapped
up five million shares of Stronghold for $1.60 per share. Proceeds
were earmarked for "general corporate purposes," including buying
bitcoin mining rigs.
The chief executive's buy came about a month before Stronghold
finished extinguishing roughly $67 million of debt in October 2022
tied to equipment financed by NYDIG and the Provident Bank by
returning 26,000 bitcoin miners.
Beard, in a statement at the time, said the company was planning on
"opportunistically" building its mining capabilities back up and
would look to "improve financial flexibility in what remains a
dynamic, challenging market."
A struggling sector
The move comes as industry watchers are eyeing the likely
possibility that even more crypto miners go bankrupt in 2023.
The deal is intended to allow Stronghold to free up cash to keep
its business lines humming through an extended crypto winter — by
alleviating some of the pain from coughing up interest on its
substantial amount of debt.
"This is a necessary move to preserve cash, reduce our financial
obligations, and when coupled with our ability to sell power,
better position the company to survive a potentially prolonged
crypto market downturn," CEO Greg Beard told Blockworks via email.
The agreement is expected to close in February, at which point the
company expects to have less than $55 million in total principal
amount of outstanding debt.
Core Scientific filed for bankruptcy last month after data center
operator Compute North lodged its own bankruptcy in September
2022.
Argo Blockchain, which warned last month of holding "insufficient
cash," said last week that it is selling its flagship Texas-based
Helios plant to Galaxy Digital for $65 million.
"The market is currently under a huge amount of stress, so
comprehensive alignment among existing Stronghold shareholders and
the noteholders is critical, and this agreement brings that," Beard
said.
About Stronghold Digital Mining
Stronghold Digital Mining, Inc. (NASDAQ: SDIG), a crypto asset
mining company, focuses on mining Bitcoin in the United States. It
also operates coal refuse power generation facility. The company
was incorporated in 2021 and is headquartered in New York, New
York.
SUNNY MILLS: Unsecured Creditors Will Get 80% in Plan
-----------------------------------------------------
Sunny Mills, LLC filed with the U.S. Bankruptcy Court for the
Southern District of Florida a Disclosure Statement in support of
Plan of Reorganization dated January 8, 2023.
The Debtor is a real estate holding company. The Debtor acquired
its sole asset, a single-family residence and commercial building
on March 1, 2018 for the sum of $825,000.00 utilizing approximately
$165,000.00 of contributed money from the Debtor's principals and a
purchase money mortgage of $660,000.00.
Initially the Debtor's applied for a conventional commercial
mortgage but time constraints under the purchase contract forced
the Debtor to accept a hard-equity loan or lose the substantial
escrow deposit placed on the property.
Multiple, protracted negotiations with the secured creditor,
Bayway, failed to culminate in any compromise of the default post
maturity interest assessed by the Secured Creditor where the Debtor
was incurring 18% interest per annum and the state default interest
rate pursuant to the Initial Final Judgment and every subsequent
amended Final Judgment thereafter was, and is, only 4.25%.
The Debtor seeks to refinance the subject Property in a fair and
equitable manner, repaying the Secured Creditor's investment and
not attempting to reclaim the difference between either the note
rate or lesser judgment rate versus the default interest accrual.
Confirmation of this plan and reaffirmation of the Debtor's rights
granted as a Debtor-in-Possession, should enable the Debtor's
Principal to complete its long-term goal while expunging the debt
over the life of the plan for its fair market value.
Secured Creditors Bayway Investment, LLC and Skyway Capital
Management, LLC, as Assignee, has $660,000.00 claim amount. This
Claims shall be payable in the amount of 80% of the Final Judgment
within 6 months of the plan's acceptance, via refinance, with the
value over the life of the plan and with the remainder of the final
judgment amount deemed unsecured. Should Debtor not be able to
effectuate this payoff, then Debtor will seek the sale of Property
to liquidate its debts. $660,000.00 payable at 4.25% in the amount
of $2,475.00 for a period of 6 months, ballooning at $660,000.00 on
or about July 5, 2023.
Priority Creditor Seminole County Tax Collector has $60,402.38
(Secured alleges payment of 2018 and 2019 taxes in the amount of
$33,306.17 which may reduce this priority amount) priority amount.
This Claim shall be paid in full within 6 months the Effective Date
of the Plan, via refinance.
The allowed unsecured claims total $370,771.00. This Claim shall
receive 80% treatment after Secured Creditor refinanced within 6
months.
Equity Interest Holder Aida Johanna Montanez shall receive 80%
treatment after Secured Creditor and Unsecured Creditors paid via
refinance within 6 months.
The Debtor, as reorganized, will retain and will be re-vested in
all property of the Estate, excepting property which is to be sold
or otherwise disposed of as provided herein, executory contracts
which are rejected pursuant to this Plan. The Debtor believes that
the current value of the Real Property and its' non-exempt personal
property is $901,212.00, pursuant to the Seminole County Tax
Collector.
The Debtor's principal, family and investors have contributed
substantial cash on hand prior to the Effective Date of the Plan to
make the New Value Contribution because of new potential equity
investors or partners.
A full-text copy of the Disclosure Statement dated January 8, 2023
is available at https://bit.ly/3ionu4i from PacerMonitor.com at no
charge.
Counsel for Debtor:
Marilyn L. Maloy, Esq.
Maloy Law Group, LLC
540 N.W. 165 Street Road, Suite 210
Miami, FL 33169
Tel: (786) 483-7541
Fax: (305) 402-0204
Email: service@maloylaw.com
About Sunny Mills
Sunny Mills, LLC is a real estate holding company. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Case No. 22-14770) on June 20, 2022, with as much
as $1 million in both assets and liabilities. Judge Scott M.
Grossman oversees the case.
Marilyn L. Maloy, Esq., at Maloy Law Group, LLC is the Debtor's
legal counsel.
TEAM HEALTH: Calamos LSEDIT Marks $822,000 Loan at 16% Off
----------------------------------------------------------
Calamos Long/Short Equity & Dynamic Income Trust has marked its
$822,886 loan extended to Team Health Holdings, Inc to market at
$689,167, or 84% of the outstanding amount, as of October 31, 2022,
according to a disclosure contained in Calamos LSEDIT's Form N-CSR
for the fiscal year ended October 31, 2022, filed with the
Securities and Exchange Commission on December 29.
Calamos LSEDIT extended a Bank Loan that carries an 8.979% interest
(1 mo. SOFR + 5.25%) to Team Health Holdings, Inc. The loan is
scheduled to mature on March 2, 2027.
Calamos LSEDIT was organized as a Delaware statutory trust on
September 21, 2017 and is registered under the Investment Company
Act of 1940 as a diversified, closed-end management investment. The
Fund commenced operations on November 29, 2019. Calamos Advisors
LLC serves as the investment manager and administrator for the
Fund.
Team Health Holdings, Inc. is a provider of physician staffing and
administrative services to hospitals and other healthcare providers
in the U.S.
TENTRR INC: Glamping Platform Starts Subchapter V Case
------------------------------------------------------
Tentrr Inc. filed for chapter 11 protection in the District of
Delaware. The Debtor elected on its voluntary petition to proceed
under Subchapter V of chapter 11 of the Bankruptcy Code.
The Debtor was incorporated as a Delaware corporation in 2015 to
take advantage of the burgeoning interest in "glamping". Glamping
is a type of outdoor camping experience wherein many of the camping
amenities are provided to the camper.
The Debtor has two principal sources of revenue: building campsites
for landowners, and booking campers into campsites for a booking
fee while acting as collection agent for the landowner. Although
the Debtor does not have any continuing obligations to the
landowner once the campsite is built, the Debtor maintains an
electronic platform through which potential campers can book a stay
at campsites listed thereon.
The Debtor's business is run by 19 full-time employees, 4 hourly
employees, and numerous independent contractors who are paid hourly
and are generally used regionally to inspect and maintain
campsites.
As of Oct. 31, 2022, the Debtor had assets with a book value of
$7,287,387. The book value of current liabilities is $8,269,516
but this includes a disputed lease liability to Farnam of
$6,793,173.
In addition to its equity capitalization, the Debtor borrowed $1.5
million principal amount from Decathlon Alpha IV, L.P., secured by
a valid, perfected first priority lien on substantially all of the
assets of the Debtor. Currently, in connection with this loan, the
Debtor owes Decathlon $1,835,540.
Prior to the pandemic, it had always gotten the equipment through a
financial arrangement with Farnam Financial) pursuant to
documentation which purported to be a lease of the equipment.
Currently, the Debtor is buying the equipment that it needs, but
the overhang from the Farnam "leases" are causing severe financial
hardship for the Debtor. Farnam, which holds a security deposit of
$781,832, expects the Debtor to pay millions of dollars over the
remaining life of the so-called leases for equipment which is of
nominal or no value. The pressures of the Farnam financial
arrangement are another factor leading to the filing of the
Subchapter V Case, and Debtor disputes Farnam's claims.
In order to move forward, the Debtor needs to attract new
investment. Although several of the Debtor's existing shareholders
continue to believe in the Debtor's business model and would like
to invest, they are hesitant to do so until some of the Debtor's
financial problems are cleaned up. The Debtor believes it will be
able to attract the capital it needs to move forward only by filing
a Chapter 11 proceeding.
Because all of the Debtor's assets are liened to Decathlon, the
Debtor had an extremely difficult time finding the financing it
needed to pursue chapter 11. A group of shareholders, including
CEO Anand Subramanian, stepped up to provide $500,000 of DIP
financing, without which the Subchapter V Case would not have been
possible. Decathlon agreed to subordinate its lien to the lien of
the DIP Lenders. This agreement was critical to obtaining DIP
financing.
About Tentrr Inc.
Tentrr Inc. -- https://www.tentrr.com/ -- offers the best places to
camp in the U.S. It provides spacious tent camps and fully set up
campsites for camping on private land or state parks.
Tentrr Inc. filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
23-10000) on Jan. 3, 2022.
In the petition filed by Anand Subramanian, as CEO, the Debtor
reported assets and liabilities between $1 million and $10 million.
The petition states that funds will be available to unsecured
creditors.
David M. Klauder has been appointed as Subchapter V trustee.
The Debtor is represented by:
Frederick Brian Rosner, Esq.
The Rosner Law Group LLC
25 West 39th Street
Suite No. 7007
New York, NY 10018
THREE ARROWS: Co-Founder Davies Can be Subpoenaed Through Twitter
-----------------------------------------------------------------
Jonathan Randles of The Wall Street Journal reports that a Three
Arrows Capital Ltd. co-founder, Kyle Davies, accused of hiding his
whereabouts from court-appointed liquidators investigating the
collapse of the cryptocurrency hedge fund can be subpoenaed through
his Twitter account, a New York bankruptcy judge ruled.
U.S. Bankruptcy Judge Martin Glenn said Dec. 29, 2022, that the
unusual request to serve legal notice through a social-media site
was warranted in part because Three Arrows co-founder Kyle Davies
has been tweeting recently.
About Three Arrows Capital
Three Arrows Capital Ltd. was an investment firm engaged in
short-term opportunities trading, and is heavily invested in
cryptocurrency, funded through borrowings.
As of April 2022, the Debtor was reported to have over $3 billion
of assets under its management.
Three Arrows Capital Ltd. was incorporated as a business company
under the laws of the British Virgin Islands. Its sole shareholder
owning all of its "management shares" is Three Arrows Capital Pte.
Ltd., which previously operated as a regulated fund manager in
Singapore until 2021, when it shifted its domicile to the BVI, as
part of a global corporate plan to relocate operations to Dubai.
The Debtor borrowed digital and fiat currency from multiple lenders
to fund its cryptocurrency investments. After cryptocurrency lost
99% of its value, and then prices of other cryptocurrencies had
rapid declines, the Debtor reportedly defaulted on its obligations.
On June 24, 2022, one of the Debtor's many creditors -- DRB Panama
Inc. -- filed an application to appoint joint provisional
liquidators -- and thereafter, full Liquidators -- in the Eastern
Caribbean Supreme Court in the High Court of Justice (Commercial
Division) located in BVI. The application was assigned claim
number VIHCOM2022/0117.
Subsequently, on June 27, 2022, the Debtor filed its own
application for the appointment of joint liquidators before the BVI
Commercial Court.
On June 29, 2022, the Honorable Mr. Justice Jack of the BVI
Commercial Court appointed Russell Crumpler and Christopher Farmer
of Teneo (BVI) Limited as joint liquidators of Three Arrows Capital
Ltd.
On July 1, 2022, liquidators of Three Arrows Capital filed a
Chapter 15 bankruptcy in the U.S. (Bankr. S.D.N.Y. Case No.
22-10920) to seek recognition of the BVI proceedings. Judge Martin
Glenn is the case judge. Latham & Watkins, led by Adam J. Goldberg
is counsel in the U.S. case.
The law firm of Ogier, led by Grant Carroll, is advising the
liquidators in the BVI proceedings.
TOMS KING: Burger King Franchisee Files for Chapter 11
------------------------------------------------------
A Palatine, Illinois-based Burger King franchisee has put its units
operating 90 stores in Chapter 11 bankruptcy.
The Chapter 11 filings submitted Jan. 2, 2023, by TOMS King
Holdings LLC's operating units reveal they owe about $35.5 million
in secured debt to lenders led by Bank of America, as
administrative agent and lender. The Debtors also have $14 million
of unsecured debt to certain vendors, landlords and Burger King
Corp.
The Debtors constitute one of the largest current franchisees of
Burger King restaurants. The Debtors operate 90 Burger King
restaurants. The restaurants span four states: Illinois, Ohio,
Pennsylvania and Virginia.
According to the filings in the US Bankruptcy Court for the
Northern District of Ohio, over the past several years, and
particularly as a result of the COVID-19 pandemic, the Debtors'
business suffered significantly from loss of foot traffic,
resulting in declining revenue without proportionate decreases in
rental obligations, debt service, and other liabilities. Recent
increases in costs of shipping and food, decreased availability of
labor, and inflation generally have exacerbated the Debtors' cash
flow issues. As a result, although certain of the Restaurants have
remained profitable, others have been operating at a loss,
resulting in the Debtors' inability to meet their obligations and
achieve the financial metrics required under their Prepetition
Credit Agreement.
Consequently, in or around March 2022, the Debtors and their
Prepetition Lender entered into negotiations for the deferral of
certain principal payments due under the Prepetition Credit
Agreement. On March 31, 2022, the Debtors and the Prepetition
Lender entered into a Deferral Agreement, wich was later amended,
deferring the Debtors' upcoming principal payments, upon the terms
and conditions set forth in the Deferral Agreement, through April
30, 2022, which was subsequently extended through the maturity
date. On May 13, 2022, the Prepetition Lender notified the Debtors
that they were in default under the Prepetition Credit Agreement
for, among other things, failure to meet certain financial
covenants. Further negotiations ensured and, on September 1, 2022,
the Debtors and the Prepetition Lender entered into a Forbearance
and Modification Agreement, which was modified pursuant to that
certain First Amendment to Forbearance and Modification Agreement,
dated as of October 21, 2022.
In July 2022, M3 Partners were retained to perform a financial
analysis of the performance of the Debtors, their stores, and
operations in an effort to determine a path forward for the
company. The Debtors' key stakeholders reviewed agreed that a
chapter 11 process would be the best approach to maximize the value
of the Debtors' assets. To that end, in early November 2022, the
Debtors appointed RJ Dourney as independent manager of TOMS King
LLC, TOMS King (Ohio II) LLC, and TOMS King III LLC and
MorrisAnderson CEO Daniel F. Dooley as Chief Restructuring Officer
for each of the Debtors.
The Debtors also engaged ReInvest Capital to conduct marketing of
the Debtors' assets and to run a competitive bidding process.
Having worked with ReInvest to market the assets for the period
prior to the Petition Date, the Debtors are now in a position to
complete a sale or reorganization process in an expedited manner
through the Chapter 11 cases.
ReInvest has contacted over 200 potential purchaser prospects and
will continue such marketing efforts during the bidding process.
The Debtors are also able to fund such a process through the use of
cash collateral with permission from its Prepetition Lender. The
Prepetition Lender required certain case milestones be achieved
during the sale and/or restructuring process, however, the Debtors
believe the milestones are reasonable and leave sufficient time to
conduct a fulsome and robust marketing and sale process.
About TOMS King
TOMS King LLC is a franchisee of Burger King restaurants. TOMS
King and its affiliates operate 90 Burger King restaurants spanning
four states: Illinois, Ohio, Pennsylvania, and Virginia.
TOMS King (Ohio) LLC and six affiliates, including TOMS King LLC,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Lead
Case No. 23-50001) on Jan. 2, 2022. In the petition filed by Daniel
F. Dooley, as chief restructuring officer, the Debtor reported
assets up to $50,000 and liabilities between $10 million and $50
million.
Attorneys at Allen Stovall Neuman & Ashton LLP and Womble Bond
Dickinson (US) LLP are advising the Debtors. Omni Agent Solutions,
Inc., is the claims agent.
TRANSOCEAN TITAN: S&P Rates New $500MM Senior Secured Notes 'B-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '1'
recovery rating to Transocean Titan Financing Ltd.'s (Cayman
Islands-based subsidiary of offshore drilling contractor Transocean
Ltd.) proposed $500 million senior secured notes due 2028. The '1'
recovery rating indicates S&P's expectation for very high
(90%-100%; rounded estimate: 95%) recovery to creditors in the
event of a payment default. The notes are secured by the eighth
generation ultra-deepwater drillship Deepwater Titan, which was
delivered to the company in December 2022. The rig is under a
five-year contract with Chevron through the second quarter of 2028
at a day rate of $455,000. The notes are fully and unconditionally
guaranteed by parent companies Transocean Inc., Transocean Ltd.,
and the collateral rig-owning subsidiary.
S&P said, "We expect the company to use the proceeds from these
notes primarily to replenish its liquidity after making its final
milestone payment to the shipyard for the construction of the
Deepwater Titan and additional related costs.
"At the same time, we affirmed our 'B-' issue-level rating on
Transocean's existing secured debt (including its secured credit
facility), our 'CCC+' issue-level rating on its super priority
unsecured senior notes with subsidiary guarantees, and our 'CCC+'
issue-level rating on its priority unsecured senior notes with
subsidiary guarantees. We also affirmed the 'CCC' issue-level
rating on its unsecured debt without guarantees and its unsecured
debt issued by Global Marine, and revised our recovery rating to
'4' from '3'. Our 'CCC' issuer credit rating on Transocean Ltd. is
unchanged."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P estimates that for the company to default it would require
sustained minimal demand for offshore contract drilling services.
This would likely occur due to sustained low oil prices or a
permanent shift toward onshore resources and away from offshore
resources.
-- S&P values Transocean on a discrete asset value basis based on
its net book value and its estimated appraisal values for the
company's fleet.
S&P said, "We apply a 5% annual dilution rate and between 25%-75%
realization factor to the estimated $17 billion in gross asset
value. We also apply about 50% shrinkage to the company's accounts
receivable, materials, and supplies, and 100% shrinkage to cash.
"We base our recovery analysis on a net enterprise value (net of 7%
administrative expenses) of about $7.8 billion. In our hypothetical
default scenario, where the offshore drilling market does not
recover sufficiently and the company needs to pursue other
alternatives, we believe Transocean's creditors would realize
greater value through reorganization rather than liquidation of its
assets.
"Our analysis assumes Transocean's secured credit facility has a
first-priority security interest in the following rigs: Deepwater
Asgard, Deepwater Invictus, Deepwater Skyros, Dhirubhai Deepwater
KG2, Discoverer Inspiration, Deepwater Orion, Deepwater Mykonos,
Deepwater Corcovado, and Development Driller III UDW, Transocean
Barents, and Transocean Spitsbergen. We also assume its secured
notes have a first-priority security interest in the rigs Deepwater
Proteus, Deepwater Thalassa, Deepwater Pontus, Deepwater Poseidon,
and Deepwater Titan drillships, Transocean Encourage, Transocean
Enabler, Transocean Endurance, and Transocean Equinox harsh
environment rigs. Parents Transocean Inc. and Transocean Ltd.
guarantee each secured note.
"We also assume the company's 11.5% notes with subsidiary
guarantees, 2.5% exchangeable notes due in 2027, and 4.0% notes due
2025 have structural priority over all existing unsecured notes
(with and without subsidiary guarantees)."
Simulated default assumptions
-- Simulated year of default: 2024
-- Jurisdiction (Rank A): Although Transocean Ltd. is
headquartered in Switzerland, S&P believes it would most likely
file for bankruptcy protection in the U.S. or restructure under the
U.S. bankruptcy code given its nexus in the country.
-- S&P assumes Transocean's current $774 million revolving credit
facility is 60% utilized with total outstanding borrowings at the
time of its hypothetical default of about $475 million.
Simplified waterfall
Secured debt recovery:
-- Net enterprise value*: $7.8 billion
-- Revolver and secured note debt outstanding: $4.0 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
Super priority unsecured senior notes with subsidiary guarantees:
-- Net recovery value: $3.8 billion
-- Priority unsecured senior debt outstanding at hypothetical
default: $1.3 billion
--Recovery expectations: capped 70%-90% (rounded estimate:
85%)
Priority unsecured senior notes with subsidiary guarantees:
-- Net recovery value: $2.6 billion
-- Unsecured senior debt outstanding at hypothetical default: $1.9
billion
--Recovery expectations: capped 70%-90% (rounded estimate:
85%)
Residual value available: $0.6 billion
-- Unsecured non-guaranteed debt outstanding at default: $1.6
billion
--Recovery expectations: 30%-50% (rounded estimate: 40%)
Global Marine senior notes:
-- Net recovery value from Global Marine: $26.1 million
-- Recovery from Transocean Inc. guarantee: $94 million
-- Global Marine unsecured debt outstanding: $261 million
--Recovery expectations: 50%-70% (rounded estimate: 45%)
Note: Assumes six months of accrued and unpaid interest on funded
debt and any scheduled amortization is paid to the default year.
Ratings List
TRANSOCEAN LTD.
Issuer Credit Rating CCC/Negative/-- CCC/Negative/--
NEW RATING
TO FROM
TRANSOCEAN TITAN FINANCING LTD.
Senior Secured
US$500 mil sr notes due 2028 B-
Recovery Rating 1(95%)
RATINGS AFFIRMED; RECOVERY EXPECTATIONS REVISED
GLOBAL MARINE INC.
Senior Unsecured CCC CCC
Recovery Rating 4(45%) 3(65%)
TRANSOCEAN INC.
Senior Unsecured CCC CCC
Recovery Rating 4(40%) 3(65%)
ISSUE-LEVEL RATINGS AFFIRMED
TRANSOCEAN INC.
Senior Unsecured CCC+ CCC+
Recovery Rating 2(85%) 2(85%)
TRANSOCEAN GUARDIAN LTD.
TRANSOCEAN INC.
TRANSOCEAN PHOENIX 2 LTD.
TRANSOCEAN PONTUS LTD.
TRANSOCEAN POSEIDON LTD.
TRANSOCEAN PROTEUS LTD.
TRANSOCEAN SENTRY LTD.
Senior Secured B- B-
Recovery Rating 1(95%) 1(95%)
TRINITY LEGACY: Taps Lewis Roca Rothgerber as Special Counsel
-------------------------------------------------------------
Trinity Legacy Consortium, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Mexico to employ Lewis
Roca Rothgerber Christie, LLP as special counsel.
The Debtor needs the firm's legal assistance in connection with a
pending case (Case No. 2022CA2076) filed in the Colorado Court of
Appeals.
The firm will be paid at the hourly rate of $350 for attorneys, and
$150 per hour for law clerks. The retainer fee is $30,000.
Kendra Beckwith, Esq., a partner at Lewis Roca Rothgerber Christie,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Kendra N. Beckwith, Esq.
Lewis Roca Rothgerber Christie, LLP
201 East Washington St. Suite 1200
Phoenix, AZ 85004
Tel: (303) 628-9537
Email: kbeckwith@lewisroca.com
About Trinity Legacy Consortium
Trinity Legacy Consortium, LLC operates a construction and home
building business with locations in Farmington, NM and Wallowa,
Oregon.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.M. Case No. 22-10973) on December 7,
2022. In the petition signed by Jan Swift and Jacob Swift, managing
members, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Judge Robert H. Jacobvitz oversees the case.
Dennis A. Banning, Esq., at NM Financial Law, P.C. and Lewis Roca
Rothgerber Christie, LLP serve as the Debtor's bankruptcy counsel
and special counsel, respectively.
TRU GRIT FITNESS: Taps James Wong of Armory Consulting as CRO
-------------------------------------------------------------
Tru Grit Fitness, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Nevada to hire Armory Consulting Co. to provide
financial advisory and management services, and to designate James
Wong, the firm's principal, as its chief restructuring officer.
Mr. Wong and his firm will render these services:
a. provide general bankruptcy financial strategy, including
negotiating with prospective buyers;
b. be the signatory on the Debtor's bank accounts and review
or approve disbursements;
c. prepare a 13-week or other periodic cash collateral budgets
or continuing forecasts, which may be subject to a post-petition
lender's approval;
d. liaise with prospective debtor-in-possession (DIP)
financing institutions, respond to due diligence requests, and
assist in negotiating terms and conditions;
e. manage the preparation of required reporting;
f. spearhead the "sale process" with EFP Funding or its
affiliates, and any other potentially interested party including
coordinating with the Debtor to establish, populate and maintain a
virtual data room with respect to such sale;
g. assist in negotiating and serving as a liaison between the
Debtor and its creditors or their representatives;
h. provide testimony, including deposition testimony before
the bankruptcy court on matters with Armory's expertise and
consistent with the firm's scope of services, including attending
meetings with the U.S. Trustee;
i. communicate with EFP or its advisors, the unsecured
creditors committee's advisors, lessors, landlords or any other
interested party;
j. evaluate the possible rejection of any executory contracts
and unexpired leases;
k. assist in the evaluation and analysis of avoidance actions
and causes of actions;
l. oversee analysis of creditors' claims;
m. review and make recommendations to the Debtor regarding its
personnel and staffing needs; and
n. render additional services as may be mutually agreed upon
in writing between the Debtor and Armory.
In addition, Armory will report to the Debtor's board of directors
and will be invited to attend any such board meetings during the
terms of the agreement. Armory's team will endeavor to be onsite at
the Debtor's premises or to be present remotely as needed.
The firm will charge these hourly fees:
Principal $575
Associates $275 - 375
Mr. Wong 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:
James Wong
Armory Consulting Co.
3943 Irvine Blvd., Suite 253
Irvine, CA 92602
Phone: (714) 222-5552
Email: jwong@armoryconsulting.com
About Tru Grit Fitness
Tru Grit Fitness, LLC is a Las Vegas-based company that offers
fitness equipment.
Tru Grit Fitness sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 22-14320) on Dec. 7, 2022.
In the petition signed by its chief executive officer, Brandon
Hearn, the Debtor disclosed $10 million to $50 million in assets
and $50 million to $100 million in liabilities.
Judge August B. Landis oversees the case.
The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC
as legal counsel and Armory Consulting Co. as restructuring
advisor. James Wong, principal at Armory, is the Debtor's chief
restructuring officer.
TUFF TURF: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
The U.S. Trustee for Region 20 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Tuff Turf, Inc.
About Tuff Turf Inc.
Tuff Turf, Inc. -- https://www.tuffturfkc.com/ -- provides
landscaping services. It is based in Shawnee, Kan.
Tuff Turf filed a petition for relief under Subchapter V of Chapter
11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 22-21176) on
Dec. 2, 2022, with between $500,000 and $1 million in assets and
between $1 million and $10 million in liabilities. Kent L. Adams
has been appointed as Subchapter V trustee.
Judge Dale L. Somers oversees the case.
The Debtor is represented by Wagoner Bankruptcy Group, P.C., doing
business as W M Law.
UNITED FURNITURE: Chapter 7 Bankruptcy Sought by Wells Fargo
------------------------------------------------------------
Richard Craver of Winston-Salem Journal reports that Wells Fargo &
Co. and two other creditors have filed a petition to force United
Furniture Industries Inc. into liquidating its assets as part of an
involuntary federal bankruptcy protection case.
The filing was submitted and posted Friday in the Northern District
of Mississippi. It requests a Chapter 7 bankruptcy case, which
typically results in liquidation of company assets.
"The abrupt shutdown of United Furniture Industries, Inc. ("UFI")
by company owners has adversely affected thousands of UFI's
employees, vendors, customers, and creditors," Wells Fargo said in
a statement.
"Wells Fargo has been diligently working to help those impacted by
UFI's disorderly closure. After analyzing all possible options, we
have determined the best way to proceed is through an organized and
formal court process to properly handle all issues that have come
to light after the company's decision to close its doors. Our hope
is that with court supervision, everyone impacted will be treated
fairly."
Wells Fargo listed in the involuntary petition that United "is
generally not paying its debts as they become due," though it said
there could be bona fide reasons such as a dispute over liability.
The bank also has filed a motion for an expedited appointment of an
interim bankruptcy trustee for potential additional relief. A
hearing on Dec. 27, 2022 was set.
Wells Fargo said it has notified other potential United creditors
of both filings.
United officials had not submitted a formal reply as of Monday,
January 2, 2022.
The manufacturer has not filed for federal bankruptcy protection
since unexpectedly shutting down the business in the early morning
of Nov. 22, 2022 ending the employment and health benefits --
effective immediately -- of about 530 Triad workers and about 2,700
overall in three states.
United made promotional- to mid-priced upholstered furniture in the
U.S. under its brand and the Lane Home Furnishings brand. The
manufacturer also imported wooden bedroom and dining furniture.
Wells Fargo listed being owed at least $30,000 in a revolving
credit claim.
The other creditors participating in the bankruptcy petition are:
Security Associates of Mississippi/Alabama, claiming it is owed
$265,000; and V&B International Inc., which claims it is owned
$30,486 for purchase orders.
Ohio businessman David Belford, United's owner, said in a statement
to media outlets in Columbus, Ohio, that United staff is working
with lenders to wind down the company and liquidate assets. Belford
indicated that some of the proceeds will be distributed to former
employees and creditors.
According to the Ohio media reports, Wells Fargo was involving in
efforts to return trucks and equipment to vendors and paying for
security to protect these assets.
About United Furniture Industries
United Furniture Industries manufactures and sells upholstery. It
offers bonded leather and upholstery fabric recliners, reclining
sofas and loveseats, sectionals, and sofa sleepers, as well as
stationary sofas, loveseats, chairs, and ottomans.
United Furniture Industries was subject to an involuntary Chapter 7
bankruptcy petition (Bankr. N.D. Miss. Case No. 22-13422) filed on
Dec. 30, 2022. The petition was signed by alleged creditors Wells
Fargo Bank, National Association, Security Associates of
Mississippi Alabama LLC, and V & B International, Inc.
Wells Fargo is represented by:
R. Spencer Clift, III
901-526-2000
sclift@bakerdonelson.com
Security Associates is represented by:
Andrew C Allen
The Law Offices Of Andrew C. Allen
aallen@acallenlaw.com
UNITED PF HOLDINGS: Fidelity Fund Marks $34.8M Loan at 15% Off
--------------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $34,898,000 loan extended to United PF Holdings LLC
to market at $29,632,000, or 85% of the outstanding amount, as of
October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a first lien term loan that
carries a 7.6741% interest (1 month U.S. LIBOR + 4.000%) to United
PF Holdings LLC. The loan is scheduled to mature on December 30,
2026.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Headquartered in Austin, Texas, United PF is the U.S.'s largest
Planet Fitness franchisee.
URBAN COMMONS: Taps Newmark, Rosewood Realty Group as Brokers
-------------------------------------------------------------
Urban Commons 2 West, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Rosewood Realty Group and Newmark & Company Real Estate,
Inc. as their real estate brokers and consultants.
The brokers will perform the services necessary for the Debtors to
evaluate their property at 2 West St., New York. These services
include:
a. meeting with the Debtors and other parties-in-interest,
including the appropriate lenders and creditors (including their
advisors or legal counsel), gathering appropriate information, and
ascertaining the goals, objectives and financial parameters;
b. preparing and implementing a marketing plan, offering
materials and information necessary for implementation of the
marketing plan;
c. preparing an offering memorandum or similar document
describing the property, the financial performance and operating
prospects, major contracts and leases, market information and other
pertinent information;
d. developing a list of potential purchasers who will be
contacted directly by the advisors;
e. compiling a data room of the appropriate documents related
to a sale of the property;
f. coordinating the execution of confidentiality agreements
for potential purchasers;
g. soliciting offers from potential purchasers;
h. advising and assisting the Debtors and the court in
structuring the sale and negotiating the requisite purchase and
sale agreements;
i. negotiating the sale, assignment or other disposition of
the property and assisting the court and the Debtors at an auction,
if needed;
j. participating in court hearings and providing testimony in
connection with any hearings before the court, if necessary;
k. providing an appraisal of the property; and
l. periodically reporting to the appropriate parties regarding
the status of the sale effort.
Newmark and Rosewood Realty Group are entitled to compensation of
$800,000 base fee and 3 percent of that portion of the sale price
that exceeds $130 million.
As disclosed in court filings, both firms are "disinterested
persons" within the meaning of Bankruptcy Code Section 101(14).
The firms can be reached through:
Greg Corbin
Rosewood Realty Group
38 E 29th St 5th floor
New York, NY 10016
Phone: +1 212-359-9904
-- and --
Adam Etra
Newmark & Company Real Estate, Inc.
125 Park Avenue
New York, NY 10017
Phone: 212.372.2250
Email: adam.etra@nmrk.com
About Urban Commons 2 West
Urban Commons 2 West, LLC, a company in Corona Del Mar, Calif., and
its affiliates, filed voluntary petitions for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 22-11509) on Nov. 15, 2022. At the
time of the filing, Urban Commons 2 West listed as much as $100
million to $500 million in both assets and liabilities.
Judge Philip Bentley oversees the cases.
Davidoff Hutcher & Citron, LLP and Getzler Henrich & Associates,
LLC serve as the Debtor's legal counsel and restructuring advisor,
respectively. Mark Podgainy, a partner at Getzler, is the Debtor's
chief restructuring officer.
VA TECHNOSOLUTIONS: Case Summary & Four Unsecured Creditors
-----------------------------------------------------------
Debtor: VA Technosolutions and Services, LLC
2032 NW 135th Ave
Miami, FL 33182
Business Description: The Debtor is a merchant wholesaler of
professional and commercial Equipment and
supplies.
Chapter 11 Petition Date: January 10, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 23-10161
Judge: Hon. Robert A. Mark
Debtor's Counsel: Tarek K. Kiem, Esq.
KIEM LAW, PLLC
8461 Lake Worth Rd Ste 114
Lake Worth, FL 33467-2476
Tel: (561) 600-0406
Email: tarek@kiemlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Victor M. Arias as managing
member/president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ONT72NA/VA_Technosolutions_and_Services__flsbke-23-10161__0001.0.pdf?mcid=tGE4TAMA
VIRGIN PULSE: Fidelity Fund Marks $745,000 Loan at 19% Off
----------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $745,000 loan extended to Virgin Pulse Inc to market
at $607,000, or 81% of the outstanding amount, as of October 31,
2022, according to a disclosure contained in the Fidelity Fund's
Form N-CSR for the fiscal year ended October 31, 2022, filed with
the Securities and Exchange Commission on December 21.
Fidelity Advisor Value Fund extended a second lien term loan that
carries an 11.0039% interest (1 month U.S. LIBOR + 7.250%) to
Virgin Pulse Inc. The loan is scheduled to mature on April 6,
2029.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Virgin Pulse, Inc. operates as a digital health, wellbeing, and
engagement company. The Company focuses on engaging users every day
in building and sustaining healthy behaviors and driving measurable
outcomes for employees, employers, and health plans. Virgin Pulse
serves customers worldwide.
VMR CONTRACTORS: Gets OK to Hire FactorLaw as Bankruptcy Counsel
----------------------------------------------------------------
VMR Contractors, Inc. received approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire FactorLaw as
its bankruptcy counsel.
The firm's services include:
a. advising and consulting with the Debtor regarding its
powers, rights and duties;
b. attending meetings and negotiating with creditors and other
parties and their respective representatives;
c. advising and consulting with the Debtor on the conduct of
its Chapter 11 case, including all the legal and administrative
requirements of operating under Chapter 11 of the Bankruptcy Code;
d. taking all necessary action to protect and preserve the
estate, including but not limited to, prosecuting or defending all
motions and proceedings on behalf of the Debtor and the estate;
e. preparing, filing and defending adversary proceedings or
other litigation involving the Debtor or its interests in
property;
f. preparing legal papers;
g. preparing and negotiating a Chapter 11 plan, disclosure
statement and all related agreements and documents, and taking any
necessary action to obtain confirmation of a plan; and
h. other necessary legal services.
FactorLaw will charge these hourly fees:
William J. Factor Partner $400
Jeffrey K. Paulsen Partner $400
Danielle Ranallo Legal Assistant $100
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
William Factor, Esq., a partner at FactorLaw, 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 at:
William J. Factor, Esq.
Jeffrey K. Paulsen, Esq.
FactorLaw
105 W. Madison Street, Suite 1500
Chicago, IL 60602
Tel: (847) 239-7248
Fax: (847) 574-8233
Email: wfactor@wfactorlaw.com
jpaulsen@wfactorlaw.com
About VMR Contractors
VMR Contractors, Inc. supplies and installs rebar for road
construction projects. The company is based in Hazel Crest, Ill.
VMR Contractors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14211) on Dec. 8,
2022, with up to $1 million in assets and up to $10 million in
liabilities. Vincent Roberson, president of VMR Contractors, signed
the petition.
Judge Benjamin Goldgar oversees the case.
William J. Factor, Esq., at Factor Law, is the Debtor's legal
counsel.
VOLEL PROFESSIONAL: Seeks Cash Collateral Access
------------------------------------------------
Volel Professional Pharmacist Association, P.A., asks the U.S.
Bankruptcy Court for the Middle District of Florida, Tampa
Division, for authority to use cash collateral retroactive to the
petition date.
The Debtor says it requires access to cash collateral to remain in
business.
The creditors that may claim blanket liens against the Debtor's
assets are the U.S. Small Business Administration, Cardinal Health
110 LLC as Agent, AmerisourceBergen Drug Corp., ASD Specialty
Healthcare, LLC, Velocity Capital Group, and Corporation Service
Company, as Representative.
The Debtor estimates the collective claims of the Secured Creditors
are secured by $472,160. The Secured Creditor Assets include
$459,960 in cash and accounts receivables which the Debtor expects
to collect.
As adequate protection for the use of cash collateral, the Debtor
offers the Secured Creditors:
a. Post-petition replacement liens on the Secured Creditor
Assets to the same extent, validity, and priority as existed
pre-petition;
b. The right to inspect the Secured Creditor Assets on 48
hours' notice, provided that said inspection does not interfere
with the operations of the Debtor; and
c. Copies of monthly financial documents generated in the
ordinary course of business and other information as the Secured
Creditors reasonably request with respect to the Debtor's
operations.
A copy of the motion is available at https://bit.ly/3WZXmM3 from
PacerMonitor.com.
About Volel Professional Pharmacist Association
Volel Professional Pharmacist Association, P.A. operates a pharmacy
in Winter Haven, Florida. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-05123) on December 29, 2022. In the petition signed by Paul
Volel, Jr., president, the Debtor disclosed $504,659 in total
assets and $5,945,305 in total liabilities.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is the Debtor's legal
counsel.
VOYAGER DIGITAL: Taps Potter Anderson & Corroon as Delaware Counsel
-------------------------------------------------------------------
Voyager Digital Holdings, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Potter Anderson & Corroon, LLP.
The firm will serve as the Debtors' Delaware counsel in connection
with the Chapter 11 bankruptcy proceedings of FTX Trading Ltd. and
its affiliates (Case No. 22-11068) pending in the U.S. Bankruptcy
Court for the District of Delaware.
Potter Anderson & Corroon will charge these hourly fees::
Partners $830 - $950 per hour
Associates $440 - $640 per hour
Counsel $705 per hour
Paralegals/Administrative $330 - $350 per hour
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
Christopher Samis, Esq., a partner at Potter Anderson & Corroon,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Samis disclosed that:
-- Potter Anderson & Corroon has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements for this engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Potter Anderson & Corroon has not represented the Debtors
in the 12 months prior to the Debtors' bankruptcy filing; and
-- the Debtors and Potter Anderson & Corroon expect to develop
a prospective budget and staffing plan for the firm's engagement
for the post-petition, as appropriate.
The firm can be reached at:
Christopher M. Samis, Esq.
Potter Anderson & Corroon, LLP
1313 N. Market Street, 6th Floor
Wilmington, DE 19801
Tel: (302) 984-6000
Fax: (302) 658-1192
Email: csamis@potteranderson.com
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through its
subsidiary Coinify ApS, Voyager provides crypto payment solutions
for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; Consello Group as strategic
financial advisor; Deloitte Tax, LLP as tax services provider; and
Deloitte & Touche, LLP as accounting advisor. Stretto, Inc. is the
claims agent.
On July 19, 2022, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in these Chapter 11
cases.
The committee tapped McDermott Will & Emery, LLP as bankruptcy
counsel; FTI Consulting, Inc. as financial advisor; Cassels Brock &
Blackwell, LLP as Canadian counsel; and Epiq Corporate
Restructuring, LLC as noticing and information agent. The committee
also tapped the services of Harney Westwood & Riegels, LP in
connection with Three Arrows Capital Ltd.'s liquidation proceedings
in British Virgin Islands.
VOYAGER DIGITAL: TopCo Unsecureds to Recover 64% in Binance Plan
----------------------------------------------------------------
Voyager Digital Holdings, Inc., et al., submitted a Revised Second
Amended Disclosure Statement relating to the Third Amended Joint
Plan dated January 8, 2023.
Since the Petition Date, the Debtors have worked tirelessly to
identify the most value-maximizing transaction for their customers
and other creditors on an expedited timeline. Following good faith,
arm's length negotiations with several such alternative transaction
parties, the Debtors elected to accept the bid submitted by BAM
Trading Services Inc. ("Binance.US" or the "Purchaser").
The Debtors value Binance.US's offer at approximately $1.022
billion, comprising (i) the fair market value of Cryptocurrency on
the Voyager platform as of a date to be determined, which as of
December 19, 2022, is estimated to be $1.002 billion plus (ii)
additional consideration equal to $20 million of incremental value.
Relative to all currently available alternatives, the Binance.US
bid can be effectuated quickly, provides meaningfully greater
recovery to creditors, and allows the Debtors to facilitate an
efficient resolution of these chapter 11 cases, after which
Binance.US's market-leading, secured trading platform will enable
customers to trade and store cryptocurrency.
Under the Asset Purchase Agreement, Binance.US will acquire certain
assets relating to the Debtors' cryptocurrency custody and exchange
business and will receive all or substantially all Cryptocurrency
on the Voyager platform for distribution to Account Holders
(subject to certain potential exceptions set forth in the Asset
Purchase Agreement with respect to Cryptocurrency withheld for the
purpose of satisfying the Debtors' obligations under the Plan)
(such Cryptocurrency, "Acquired Coins") in exchange for Purchaser's
payment obligations set forth in the Asset Purchase Agreement and
Purchaser's commitment to distribute the Acquired Coins to Account
Holders and cash to Holders of Opco General Unsecured Claims
pursuant to the Asset Purchase Agreement.
The Debtors believe that the Plan maximizes stakeholder recoveries
in the Chapter 11 Cases. In particular, the Sale Transaction with
Binance.US that the Plan contemplates represents, relative to all
currently available alternatives, meaningfully greater and faster
recovery to creditors.
Class 3 consists of Account Holder Claims. This Class will receive
a distribution of 51% under Sale Transaction and 45% under the
Liquidation Transaction. Each Holder of an Allowed Account Holder
Claim will receive in exchange for such Allowed Account Holder
Claim:
* If the Sale Transaction is consummated by the Outside Date:
-- its Net Owed Coins, as provided in and subject to the
requirements of the Asset Purchase Agreement; provided that for
Account Holders in Unsupported Jurisdictions and only to the extent
that the Purchaser does not obtain the Unsupported Jurisdiction
Approval for the jurisdiction in which such Account Holder resides
within 6 months following the Closing Date (as defined in the Asset
Purchase Agreement), such Account Holders shall receive, after
expiration of such time period, value in Cash at which such Net
Owned Coins allocable to such Account Holder are liquidated;
-- its Pro Rata share of any Additional Bankruptcy
Distributions, in Cryptocurrency or Cash as provided in and subject
to the requirements of the Asset Purchase Agreement;
-- its Pro Rata share of Distributable OpCo Cash; and
-- to effectuate distributions from the Wind-Down Entity, its
Pro Rata share of the Wind-Down Entity Assets or Wind-Down Trust
Units on account of any recovery of Wind-Down Trust Assets
attributable to OpCo; provided that any distributions on account of
the Wind-Down Entity Assets or Wind-Down Trust Units shall only be
made following payment in full of, or reserve for, Allowed
Administrative Claims, Allowed Priority Tax Claims, Allowed Secured
Tax Claims, and Allowed Other Priority Claims.
* If the Sale Transaction is not consummated by the Outside Date
or the Asset Purchase Agreement is terminated:
-- its Pro Rata share of Distributable Cryptocurrency, which
such Account Holder shall be able to withdraw in kind, alternative
Cryptocurrency, and/or Cash for a period of 30 days after the
Effective Date through the Voyager platform or, if elected by
Seller pursuant to the Asset Purchase Agreement, through the
Binance.US Platform; and
-- to effectuate distributions from Wind-Down Entity, its Pro
Rata share of the Wind-Down Entity Assets or Wind-Down Trust Units
on account of any recovery of Wind-Down Trust Assets attributable
to OpCo; provided that any distributions on account of Wind-Down
Entity Assets or Wind-Down Trust Units shall only be made following
payment in full of, or reserve for, Allowed Administrative Claims,
Allowed Priority Tax Claims, Allowed Secured Tax Claims, and
Allowed Other Priority Claims.
Class 4A consists of OpCo General Unsecured Claims. This Class will
receive a distribution of 51% under Sale Transaction and 45% under
the Liquidation Transaction. Each Holder of an Allowed OpCo General
Unsecured Claim will receive in exchange for such Allowed OpCo
General Unsecured:
* If the Sale Transaction is consummated by the Outside Date:
-- its Pro Rata share of Distributable Cryptocurrency in
Cash;
-- its Pro Rata share of Additional Bankruptcy Distributions,
in Cryptocurrency or Cash as provided in and subject to the
requirements of the Asset Purchase Agreement; and
-- to effectuate distributions from the Wind-Down Entity, its
Pro Rata share of the Wind-Down Entity Assets or Wind-Down Trust
Units on account of any recovery of Wind-Down Trust Assets
attributable to OpCo;
* If the Sale Transaction is not consummated by the Outside Date
or the Asset Purchase Agreement is terminated:
-- its Pro Rata share of Distributable Cryptocurrency in Cash;
-- to effectuate distributions from the Wind-Down Entity, its
Pro Rata share of the Wind-Down Entity Assets or Wind-Down Trust
Units on account of any recovery of Wind-Down Trust Assets
attributable to OpCo.
Class 4B consists of HoldCo General Unsecured Claims. This Class
will receive a distribution of 6% under Sale Transaction and 6%
under the Liquidation Transaction. Each Holder of an Allowed HoldCo
General Unsecured Claim will receive in exchange for such Allowed
HoldCo General Unsecured Claim:
* its Pro Rata share of Distributable HoldCo Cash; and
* to effectuate distributions from the Wind-Down Entity, its
Pro Rata share of the Wind-Down Entity Assets or Wind-Down Trust
Units on account of any recovery of Wind-Down Trust Assets (if
applicable) attributable to HoldCo; provided that any distributions
on account of the Wind-Down Entity Assets or Wind-Down Trust Units
shall only be made following payment in full of, or reserve for,
Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed
Secured Tax Claims, and Allowed Other Priority Claims.
Class 4C consists of TopCo General Unsecured Claims. This Class
will receive a distribution of 64% under Sale Transaction and 64%
under the Liquidation Transaction. Each Holder of an Allowed TopCo
General Unsecured Claim will receive in exchange for such Allowed
TopCo General Unsecured Claim:
* its Pro Rata share of Distributable TopCo Cash; and
* to effectuate distributions from the Wind-Down Entity, its
Pro Rata share of the Wind-Down Entity Assets or Wind-Down Trust
Units on account of any recovery of the Wind-Down Trust Assets
attributable to TopCo; provided that any distributions on account
of the Wind-Down Entity Assets or the Wind-Down Trust Units shall
only be made following payment in full of, or reserve for, Allowed
Administrative Claims, Allowed Priority Tax Claims, Allowed Secured
Tax Claims, and Allowed Other Priority Claims.
Distributions under the Plan shall be funded by (i) the proceeds of
Purchaser's payment obligations under the Asset Purchase Agreement,
(ii) distributions of Acquired Coins pursuant to the Asset Purchase
Agreement, and (iii) the Wind-Down Entity or Wind-Down Trust from
the Wind-Down Entity Assets or Wind-Down Trust Assets; provided,
however, that Allowed Professional Fee Claims shall be paid from
the Professional Fee Escrow Account in the first instance. The
Wind-Down Trust Entity Assets or Wind-Down Trust Assets shall be
used to pay the Wind-Down Trust Entity Expenses (including the
compensation of the Wind-Down Trustee and any professionals
retained by the Wind-Down Trust), and to satisfy payment of Allowed
Claims and Interests as set forth in the Plan.
Accordingly, the Debtors urge all Holders of Claims entitled to
vote to accept the Plan by returning their ballots so that Stretto
actually receives such ballots by February 22, 2023 at 4:00 p.m.
(the "Voting Deadline"). Assuming the Plan receives the requisite
acceptances, the Debtors will seek the Bankruptcy Court's approval
of the Plan at a hearing on March 2, 2023 (the "Confirmation
Hearing").
A full-text copy of the Revised Second Amended Disclosure Statement
dated January 8, 2022, is available at https://bit.ly/3QBhKAH from
Stretto, Inc., claims agent.
Counsel to the Debtors:
Joshua A. Sussberg, Esq.
Christopher Marcus, Esq.
Christine A. Okike, Esq.
Allyson B. Smith, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through its
subsidiary Coinify ApS, Voyager provides crypto payment solutions
for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; and Consello Group as strategic
financial advisor. Stretto, Inc. is the claims agent.
On July 19, 2022, the U.S. Trustee for the Southern District of New
York appointed an official committee of unsecured creditors. The
Committee tapped McDermott Will & Emery as counsel, and FTI
Consulting as financial advisor. Epiq Corporate Restructuring,
LLC, is the Commitee's noticing and information agent.
W&T OFFSHORE: S&P Places 'CCC+' ICR on CreditWatch Positive
-----------------------------------------------------------
S&P Global Ratings placed its 'CCC+' issuer credit rating on
Houston-based oil and gas exploration and production company W&T
Offshore Inc. and all issue-level ratings on CreditWatch with
positive implications, reflecting the expected improvement in its
debt maturity profile as well as continued improvement in credit
measures.
S&P said, "We also assigned a 'B' issue-level rating to the
company's new $275 million second-lien notes due 2026 and placed
the rating on CreditWatch positive.
"We expect to resolve the CreditWatch once the refinancing has been
executed, likely over the next few weeks, and will likely raise all
the ratings by one notch.
"We placed our ratings on W&T Offshore on CreditWatch positive
following the launch of its new $275 million second lien notes due
2026. The company plans to use the proceeds from the offering along
with cash on hand to repay it's $552.5 million 2023 second lien
notes in full, which addresses near-term maturities and lowers
leverage. We'll likely raise the ratings one notch following the
successful refinancing and repayment of the 2023 second-lien notes.
A full refinancing of the notes will both improve liquidity and
help drive improved financial measures, including funds from
operations (FFO) to debt of over 40% and debt to EBITDA below 2x.
"At the same time, we assigned a 'B' issue-level rating and '1'
recovery rating to W&T's new $275 million senior secured notes due
2026 and placed the rating on CreditWatch positive. The '1'
recovery rating reflects our expectation for very high recovery
(90%-100%; rounded estimate: 95%) of principal in the event of a
payment default. We expect to raise the rating on the notes to 'B+'
at the close of the transactions.
"The positive CreditWatch placement reflects the likelihood we will
raise the ratings on W&T by one notch following its successful
refinancing of its $552.5 million second-lien notes due November
2023. As proposed, the transactions would both alleviate the
near-term 2023 maturity risk and materially reduce debt. The
positive CreditWatch placement is further supported by solid
financial measures post refinancing, including expected average FFO
to debt of over 40%.
"We expect to raise the issuer credit rating to 'B-' and proposed
$275 million second lien-notes to 'B+' when we resolve the
CreditWatch placement, which is expected within the next few weeks
once the redemption of the 2023 senior notes is completed as
proposed. If the transactions fail to adequately address the 2023
notes or materially weaken liquidity, we would likely remove the
ratings from CreditWatch and retain the 'CCC+' issuer credit rating
and 'B' senior secured debt rating."
WEBER-STEPHEN: Fidelity Fund Marks $8.4M Loan at 18% Off
--------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $8,411,000 loan extended to Weber-Stephen Products
LLC to market at $6,923,000 or 82% of the outstanding amount, as of
October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche B first lien term
loan that carries a 7.0039% interest (1 month U.S. LIBOR + 3.250%)
to Weber-Stephen Products LLC. The loan is scheduled to mature on
October 30, 2027.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Headquartered in Palatine, Illinois, Weber-Stephen Products LLC is
a global manufacturer, marketer and distributor of barbecue grills
and accessories.
WEIRD VENDING: Wins Final Cash Collateral Access
------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Weird Vending, LLC to use cash
collateral on a final basis.
The Court on December 16, 2022, entered an order confirming the
Debtor's Final Plan of Reorganization, which governs the Debtor's
obligations to creditors and authorizes the Debtor's continued
operation and use of its cash and cash equivalents.
As previously reported by the Troubled Company Reporter, prior to
the Petition Date, the Debtor obtained financing from Vend Lease
which is purportedly secured by substantially all of the assets of
Weird Vending, including its accounts and cash equivalents. Vend
Lease may assert a first priority security interest in the Debtor's
cash and cash equivalents by virtue of a UCC-1 Financing Statement
filed with the State of Florida on March 18, 2022. The outstanding
balance owed to Vend Lease is approximately $90,000.
The Inferior Interests may claim an inferior interest in the
Debtor's cash and cash equivalents by virtue of alleged liens on
the Debtor's personal property. The Debtor believes the Inferior
Interests are wholly unsecured due to the outstanding amounts owed
to the senior secured lender with a superior interest in the
Debtor's property, or due to disputes over the basis for such
creditors' respective alleged security interests.
A copy of the order is available at https://bit.ly/3CDAdXL from
PacerMonitor.com.
About Weird Vending, LLC
Weird Vending, LLC is a closely held Florida limited liability
company organized on May 29, 2020. It operates a vending machine
company that specializes in the placement of vending machines
carrying unique, nostalgic, and uncommon products designed to
provide entertainment value to patrons of bars, restaurants and
other social establishments. Weird Vending has deployed 81 vending
machines in four primary locations which include Orlando; Tampa/St.
Petersburg/Sarasota; Dallas, Texas; and Denver, Colorado.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02772) on August 2,
2022. In the petition signed by Michael Williams, president the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Grace E. Robson oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden and Beudine LLP is
the Debtor's counsel.
WH INTERMEDIATE: S&P Upgrades ICR to 'B', Outlook Stable
--------------------------------------------------------
S&P Global Ratings upgraded all of its ratings on WH Intermediate
LLC (WHP Global; WHP), including its issuer and issue-level credit
ratings, to 'B' from 'B-', given its expectation for leverage to
remain below 6.5x while it gains significant scale from the
transaction.
Concurrently, S&P removed the rating from CreditWatch, where it
placed them with positive implications on Dec. 9, 2022, and
assigned a 'B' issue-level rating to the proposed incremental
first-lien term loan with a '3' recovery rating.
The stable outlook reflects our belief that WHP will successfully
manage its new partnership as credit metrics continue to improve
over the next 12 months through incremental EBITDA. S&P expects
leverage to remain above 5x due to its acquisitive growth strategy
and the potential for additional debt-funded acquisitions and
dividends to the financial-sponsor owners.
WHP announced in December 2022 its investment in an intellectual
property joint venture with Express Inc. for $260 million. The
company plans to fund the transaction with a combination of an
incremental term-loan raise of $150 million (subject to final
terms), revolver borrowings, WHP's portion of the prepaid Express
guaranteed minimum royalty and balance sheet cash.
WHP's partnership with Express is a transformational step in its
acquisitive growth strategy, providing the company with a dedicated
retail licensee operation that should expand its revenue base.
S&P said, "Following the transaction, we expect WHP's partnership
with Express to provide the company with access to a dedicated
retail operating partner that will expand its size and scale and
add diversity. The acquisition will involve the transfer of
Express' intellectual property (IP) into a new IP joint venture
with an implied value of approximately $400 million that will be
60% owned by WHP and 40% by Express. WHP will also make a private
investment in public equity (PIPE investment) to acquire 5.4
million newly issued shares of Express at $4.60 per share,
representing an approximate pro forma ownership of 7.4%. Express
will remain public and own 100% of its operations. It will also
enter into an exclusive long-term license agreement with multiple
renewal options as part of the joint venture, allowing WHP to
receive guaranteed minimum royalties from Express that will
increase the company's scale, a key constraint for our ratings.
"The transaction will also create new opportunities to further grow
royalty revenue via new global geographic licenses thanks to
Express' large retail footprint of stores. We expect cash earnings
in the venture to be distributed quarterly to both parties on a pro
rata basis, depending on each company's share of ownership in the
partnership."
Despite the incremental debt WHP will take on to fund its
partnership with Express, leverage will remain below 6.5x due to
its asset-light licensing model that generates predictable revenue
streams and EBITDA margins over 60%.
S&P said, "We expect WHP will fund the transaction with a proposed
combination of a $150 million incremental term loan, revolver draw,
WHP's portion of the prepaid Express guaranteed minimum royalty and
cash on balance sheet. Despite the additional debt to fund the
transaction, we believe incremental EBITDA from its higher-royalty
revenues will largely offset the impact to its credit metrics,
effectively remaining leverage-neutral to its S&P Global
Ratings-adjusted pro forma leverage of 5.2x for the 12 months ended
Sept. 30, 2022. We expect the acquisition will increase WHP's size
and scale while maintaining leverage below 6.5x. We also expect WHP
will continue to manage leverage over 5x given the company's
financial-sponsor ownership and acquisitive growth strategy."
WHP's licensing business model provides guaranteed minimum
royalties for use of its owned brands through multiyear contracts.
The royalty-based licensing business model is predicated on
providing brand management strategy and marketing for the
licensees, which generate a predictable stream of royalty income
for WHP, the licensor. As part of the relationship, WHP is
responsible for introducing the brand to new categories, channels,
and geographies (for example, the Toys "R" Us partnership with
Macy's). This model generates very significant margins since the
licensee is responsible for design, manufacturing, logistics, and
working-capital management. S&P forecasts EBITDA margins to be at
least 60% through 2024 given its licensing model. Additionally, low
levels of capital expenditures (capex) support good free operating
cash flow (FOCF) generation of at least $40 million per year, which
will be used to fund acquisitions.
Although S&P still thinks its high growth strategy could entail
significant risk, WHP continues to build its track record of
growing brands as it gains scale.
S&P said, "Given its portfolio of brands and its acquisitive growth
strategy as a brand manager, we believe the company will continue
to deploy cash and issue debt to add new brands and scale
consistently. This could increase leverage and add complexity and
execution risk to managing new brands. However, we believe the
company's success of its Toys "R" Us license and partnership with
Macy's demonstrated its ability to manage brands. Toys "R" Us is
WHP's largest brand and has now fully penetrated 440 plus Macy's
locations across the U.S., which is up from 400 stores in the
original plan. The acquisition of Toys "R" Us also doubled the size
of the company to $119 million as of September 2022 from $45
million for the same period in 2021. Pro forma for its partnership
with Express, revenue will increase to approximately $140 million
at close and will further diversify its revenue base. Although WHP
improved its scale, it is still small relative to other consumer
products peers, particularly Authentic Brands Group, a main
competitor it competes against for acquisition targets.
"The stable outlook reflects our belief that the company will
successfully manage its new partnership as credit metrics continue
to improve over the next 12 months through incremental EBITDA from
its recently acquired brands and its IP partnership with Express.
We expect leverage to remain above 5x due to the company's
acquisitive growth strategy and the potential for additional
debt-funded acquisitions and dividends to the financial-sponsor
owners."
S&P could lower its ratings if leverage remains higher than 6.5x.
This could occur if WHP:
-- Adopts a more aggressive financial policy by funding large,
debt-financed acquisitions or dividends;
-- Cannot generate expected levels of royalty income due to
difficulties in integrating recent acquisitions or fails to renew
some of its key licenses; or
-- Issues more debt without sufficient incremental EBITDA from
acquisitions
Although unlikely given WHP's financial-sponsor ownership and its
strategy of augmenting growth through acquisitions, S&P could raise
its ratings if:
-- The company reduces and sustains leverage below 5x as a result
of organic growth and paying debt with cash flows; and
-- The company demonstrates a commitment to a financial policy
consistent with maintaining leverage below 5x.
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance is a moderately negative consideration. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of the controlling owners, in line with our view of the
majority of rated entities owned by private-equity sponsors. Our
assessment also reflects the generally finite holding periods and a
focus on maximizing shareholder returns."
WORLDWIDE EXPRESS: Fidelity Fund Marks $4.9M Loan at 17% Off
------------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $4,920,000 loan extended to Worldwide Express,
Inc.to market at $4,059,000 or 83% of the outstanding amount, as of
October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a Tranche B second lien term
loan that carries a 7.6741% interest (1 month U.S. LIBOR + 4.000%)
to Worldwide Express, Inc. The loan is scheduled to mature on July
22, 2028.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Worldwide Express, Inc. provides logistics services. The Company
offers cargo insurance, export documentation, air transportation,
trucking, freight forwarding, invoices, and shipping services.
Worldwide Express conducts its business in the United States.
WW INTERNATIONAL: Calamos LSEDIT Marks $316,000 Loan at 35% Off
---------------------------------------------------------------
Calamos Long/Short Equity & Dynamic Income Trust has marked its
$316,575 loan extended to WW International Inc to market at
$206,169, or 65% of the outstanding amount, as of October 31, 2022,
according to a disclosure contained in Calamos LSEDIT's Form N-CSR
for the fiscal year ended October 31, 2022, filed with the
Securities and Exchange Commission on December 29.
Calamos LSEDIT extended a Bank Loan that carries a 7.260% interest
(1 mo. LIBOR + 3.50%) to WW International Inc. The loan is
scheduled to mature on April 18, 2028.
Calamos LSEDIT was organized as a Delaware statutory trust on
September 21, 2017 and is registered under the Investment Company
Act of 1940 as a diversified, closed-end management investment
company. The Fund commenced operations on November 29, 2019.
Calamos Advisors LLC serves as the investment manager and
administrator for the Fund.
WW International Inc., formerly Weight Watchers International Inc.,
offers weight loss and maintenance, fitness, and mindset services
such as the weight watchers comprehensive diet program.
ZAYO GROUP: Fidelity Fund Marks $58.9M Loan at 19% Off
------------------------------------------------------
Fidelity Advisor Value Fund, a fund of Fidelity Advisor Series I,
has marked its $58,966,000 loan extended to Zayo Group Holdings,
Inc. to market at $47,645,000 or 81% of the outstanding amount, as
of October 31, 2022, according to a disclosure contained in the
Fidelity Fund's Form N-CSR for the fiscal year ended October 31,
2022, filed with the Securities and Exchange Commission on December
21.
Fidelity Advisor Value Fund extended a first lien term loan that
carries 6.7539% interest (1 month U.S. LIBOR + 3.000%) to Zayo
Group Holdings, Inc. The loan is scheduled to mature on March 9,
2027.
Fidelity Advisor Value Fund is a fund of Fidelity Advisor Series I,
a Trust that is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company
organized as a Massachusetts business trust. Fidelity Management &
Research Company LLC (FMR) serves as investment manager.
Zayo Group Holdings, Inc., is a privately held company
headquartered in Boulder, Colorado, U.S. with European headquarters
in London, England. The company provides communications
infrastructure services, including fiber and bandwidth
connectivity, colocation and cloud infrastructure.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
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