/raid1/www/Hosts/bankrupt/TCR_Public/230120.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, January 20, 2023, Vol. 27, No. 19
Headlines
55 PULASKI: Seeks to Hire Rachel S. Blumenfeld as New Counsel
6014 AH: Taps Law Office of Michael Walker as Bankruptcy Counsel
96 WYTHE: Williamsburgh Hotel Selects Quadrum's $96 Million Bid
ACTION PROPERTY: Gets OK to Hire Van Horn Law Group as Counsel
ADVANCED GAS: Seeks to Hire Law Office of Angela Schmidt as Counsel
AFTERSHOCK COMICS: U.S. Trustee Appoints Creditors' Committee
ALPHARETTA LIFEHOPE: Seeks to Hire Rountree as Legal Counsel
AMERIGAS PARTNERS: Moody's Alters Outlook on 'Ba3' CFR to Negative
ATLAS CUSTOM HOMES: Seeks to Hire Eric A. Liepins as Legal Counsel
ATLAS LITHIUM: Closes $4.05M Underwritten Public Offering
AVAYA HOLDINGS: Cuts Europe Staff in Latest Cost-Reduction Effort
AVAYA HOLDINGS: Intends to Reduce Europe Workforce
BIOSTAGE INC: Removes Interim Tag From CEO David Green's Title
BOMBARDIER INC: Moody's Rates New Senior Unsecured Notes 'B3'
BON WORTH: May Use $55,000 of Cash Collateral Thru Jan 26
BONA VISTA 1606: Exclusivity Period Extended to March 22
BPB DRUGS: Seeks Approval to Hire Schectman & Co. as Broker
BPB DRUGS: Seeks Approval to Hire White & Wolnerman as Counsel
BURKE BRANDS: Taps GGG Partners as Financial Advisor
BVM THE BRIDGES: Lenders Seek to Prohibit Cash Collateral Access
C & A TRANSPORTATION: Taps Stone & Baxter as Bankruptcy Counsel
C S I ROOF REMOVAL: Gets OK to Hire Stutz Law Office as Counsel
CELSIUS NETWORK: Announces $1.3 Million Equipment Sale
CESIUM LLC: Gets OK to Hire Falcone Law Firm as Bankruptcy Counsel
CHERRY MAN: Court OKs Continued Cash Collateral Access
CHESAPEAKE ENERGY: Egan-Jones Retains BB Sr. Unsecured Ratings
CLEAN HARBORS: Moody's Rates New Senior Unsecured Notes 'Ba3'
CORE SCIENTIFIC: Shareholders Seek Formal Bankruptcy Committee
CORNELL WEST 34: Exclusivity Period Extended to March 1
COSMOS HEALTH: Extends Agreement to Acquire Cana Until May 31
COUNTER CORTE: Taps Binder & Malter as Legal Counsel
CRESTWOOD MIDSTREAM: Moody's Rates New Sr. Unsecured Notes 'Ba3'
DESSERT HOLDINGS: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg.
DEXTER GROUP: Gets OK to Hire Duerr & Cullen CPAs as Accountant
DIAMOND CREEK: Seeks to Hire Macdonald Fernandez as Legal Counsel
DISPENSER BEVERAGES: Starts Subchapter V Bankruptcy Proceeding
EAST BROADWAY: Secured Creditor Files Liquidating Plan
ECO-PRESERVATION SERVICES: Taps Carr Riggs & Ingram as Accountant
ECO-PRESERVATION SERVICES: Taps Jim Pino as Special Counsel
EMB BILLING: Has Deal on Cash Collateral Access
FAITH BRIDGE: Case Summary & 20 Largest Unsecured Creditors
FARAJI ENTERPRISE: Taps Williamson Realty as Property Manager
FARMA SCI LIFE: Files Emergency Bid to Use Cash Collateral
FIGUEROA MOUNTAIN: Court OKs 18th Cash Collateral Stipulation
FTX TRADING: New Leadership Rectifying Operational Failures
FTX TRADING: Says $5.5 Billion of Liquid Assets Identified
FTX TRADING: Xclaim Has Platform for Monetizing Crypto Claims
GAGE'S GRANITE: Taps EW Tax and Valuation as Financial Advisor
GAME COURT SERVICES: Gets OK to Hire Geri Lyons Chase as Counsel
GENESIS ENERGY: Moody's Rates New Senior Unsecured Notes 'B2'
GENESIS ENERGY: S&P Rates $400MM Senior Unsecured Notes 'B'
GIGAMONSTER NETWORKS: Seeks Approval of $5.8MM DIP Loan
GREENBOOK REALTY: Seeks to Hire Jones & Walden as Legal Counsel
HEADQUARTERS INVESTMENTS: Taps Latham Luna Eden as Attorney
HELIX FITNESS: Feb. 28 Plan Confirmation Hearing
HENRRY DELIVERY: Taps Buddy D. Ford as Legal Counsel
HIGH STREET: Gets OK to Tap Kirby Aisner & Curley as Legal Counsel
HIGHWAY 30: Seeks to Hire Daniel L. Freeland as Legal Counsel
JAJE ONE: Exclusivity Period Extended to March 28
JAX SERVICE: Gets OK to Hire Orville & McDonald Law as Counsel
KABBAGE INC: Lacks Information About Loan Servicers, Says SBA
KABBAGE INC: UST Says Plan's Opt Out Procedures Not Permissible
KANSAS CITY RVS: Court OKs Interim Cash Collateral Access
LAKEVIEW ELECTRICAL: Taps Williams Driskill Huffstutler as Counsel
LTL MANAGEMENT: Talc Claimants Blast Finance Details Request
MACERICH CO: Egan-Jones Retains BB+ Senior Unsecured Ratings
MEMORY LANE: Unsecureds Owed $2.7M to Recover 13.48% in Plan
MIDLAND COGENERATION: S&P Raises Debt Rating at 'BB-', Off UCO
MKS REAL ESTATE: Seeks Approval to Hire Hilco as Real Estate Agent
MONTROSE MULTIFAMILY: Taps Bran Realty as Real Estate Consultant
MORAN FOODS: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg.
MOUNTAIN MOVING: Court OKs Cash Collateral Access Thru Feb 16
MULLEN AUTOMOTIVE: Widens Net Loss to $740.3M in FY Ended Sept. 30
MUSCLEPHARM CORP: Taps Portage Point as Advisor, Appoints CRO
NEW YORK INN: Seeks Cash Collateral Access
NGL ENERGY: GP's Executive VP to Receive $500K Annual Salary
NORMAN'S INVESTMENTS: Seeks to Tap Jones & Walden as Legal Counsel
NORTHWEST SENIOR: Wins Cash Collateral Access, $15.5MM DIP Loan
OLYMPIA SPORTS: Hilco to Auction IP Assets on February 9
OLYMPIA SPORTS: Intellectual Property Headed for Auction
ONE IMPORTERS: Seeks to Hire Paul E. Saperstein Co as Auctioneer
ORTHOPAEDIC SURGICAL: Taps Daniel L. Freeland as Legal Counsel
OVERSEAS SHIPHOLDING: Egan-Jones Retains B- Sr. Unsecured Ratings
PACKABLE HOLDINGS: Court OKs Deal on Cash Collateral Access
PARAMOUNT AIR: Seeks Approval to Hire Iron Horse as Auctioneer
PENN ENTERTAINMENT: Egan-Jones Retains B- Sr. Unsecured Ratings
PIPELINE HEALTH: Gets Court Approval to Exit Bankruptcy
POLERCOASTER LLC: Taps Latham Luna Eden & Beaudine as Counsel
PRINCIPLE ENTERPRISES: Exclusivity Period Extended to March 8
QUOTIENT LIMITED: Feb. 15 Combined Hearing on Plan & Disclosures
RAYONIER ADVANCED: Moody's Rates New $325MM Sr. Secured Notes 'B3'
REPLICEL LIFE: Andrew Schutte Has 16.4% Stake as of Dec. 30
RJRAMDHAN GROUP: Court OKs Interim Cash Collateral Access
RUBY PIPELINE: Obtains Court Okay to Exit Bankruptcy, Sell Pipeline
SEALED AIR: Moody's Gives Ba2 Rating to New Senior Unsecured Notes
SEARS AUTHORIZED: Court OKs Cash Collateral Access on Final Basis
SOUTHWESTERN ENERGY: S&P Alters Outlook to Pos., Affirms 'BB+' ICR
STEM HOLDINGS: All Five Proposals Passed at Annual Meeting
STEM HOLDINGS: Incurs $17.5 Million Net Loss in FY Ended Sept. 30
STOWERS TRUCKING: Exclusivity Period Extended to March 2
SUPERIOR REAL ESTATE: Taps Superior Real Estate as Listing Agent
SUREFUNDING LLC: Exclusivity Period Extended to Feb. 24
SYMBIONT.IO: Finds Interim Financing for Chapter 11 Case
TELEGRAPH SQUARE II: Gets More Time for Bankruptcy Plan
TEXAS MADE SPORTS: Taps Venice Gamble as Consultant
TORTOISEECOFIN BORROWER: Moody's Cuts CFR to Caa1, Outlook Negative
TREASURE ISLAND: Seeks to Hire Anthony & Partners as Legal Counsel
TRICIDA INC: Files for Chapter 11 in Search of Buyer
TRICIDA INC: Gets Conditional Okay to Fast-Track Bankruptcy Auction
US THRILLRIDES: Taps Latham Luna Eden & Beaudine as Legal Counsel
VOYAGER DIGITAL: Taps Katten Muchin Rosenman as Special Counsel
W.A. LYNCH: Wins Cash Collateral Access Thru Feb 15
WADE3 INC: Gets OK to Hire J.C. White Law Group as Counsel
WANG LEE: Seeks Approval to Hire Chen & Associates as Counsel
WILDCAT MET: Seeks to Hire Caldwell & Riffee as Legal Counsel
WILDCAT MET: Seeks to Hire Lorie Smith Meadows as Accountant
WINDOW SELECT: Plans to File Chapter 11 Bankruptcy Protection
WINDSTREAM HOLDINGS: Not Connected to Allianz Wrongdoers
WOLVERINE WORLD: S&P Cuts ICR to 'BB-' on Rising Adjusted Leverage
[*] Lee Pacchia, Joan Vollero Join ICR's Special Situations Group
[^] BOOK REVIEW: THE ITT WARS
*********
55 PULASKI: Seeks to Hire Rachel S. Blumenfeld as New Counsel
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55 Pulaski Realty, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of New York to
employ the Law Office of Rachel S. Blumenfeld, PLLC to substitute
for Fox Goldberg Weprin Finkel Goldstein, LLP.
Blumenfeld will provide these services:
a. give advice to the Debtors with respect to their powers and
duties in the continued management of their property and affairs;
b. negotiate with creditors of the Debtors and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan;
c. prepare legal papers;
d. appear before the bankruptcy court;
e. represent the Debtors, if need be, in connection with
obtaining post-petition financing;
f. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
g. perform all other legal services for the Debtors.
The firm will be paid at these rates:
Rachel S. Blumenfeld, Esq. $525
Of counsel $525 per hour
Paraprofessional $150 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Blumenfeld received a retainer payment in the sum of $25,000.
Rachel Blumenfeld, Esq., a partner at the Law Office of Rachel S.
Blumenfeld PLLC, 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:
Rachel S. Blumenfeld, Esq.
Law Office of Rachel S. Blumenfeld PLLC
26 Court Street, Suite 2220
Brooklyn, NY 11242
Tel: (718) 858-9600
Email: rblmnf@aol.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, with $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.
6014 AH: Taps Law Office of Michael Walker as Bankruptcy Counsel
----------------------------------------------------------------
6014 AH LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to hire The Law Office of Michael
Walker as its bankruptcy counsel.
The firm's services include:
a. advising the Debtor of its rights, powers, and duties in
operating and managing its business and property under Chapter 11
of the Bankruptcy Code;
b. preparing legal documents and reviewing financial reports;
c. assisting in the negotiation of financial agreements;
d. reviewing the validity of any liens asserted against the
Debtor's properties;
e. assisting in the formulation of plans of reorganization;
g. commencing and conducting litigation; and
h. providing non-bankruptcy services.
Michael Walker, Esq., the firm's attorney who will be representing
the Debtor, charges an hourly fee of $400.
Mr. Walker disclosed in a court filing that he does not represent
any interest adverse to the Debtor.
Mr. Walker holds office at:
Michael L. Walker, Esq.
The Law Office of Michael Walker
Second Floor
9052 Fort Hamilton Parkway
Brooklyn, NY 11209
Phone: +1 718-680-9700
Email: mwalker@michaelwalkerlaw.com
About 6014 AH
6014 AH, LLC sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42996) on Dec. 1,
2022, with up to $50,000 in assets and $100,001 to $500,000 in
liabilities.
Judge Elizabeth S Stong presides over the case.
Michael L. Walker, Esq., at The Law Office of Michael Walker
represents the Debtor as counsel.
96 WYTHE: Williamsburgh Hotel Selects Quadrum's $96 Million Bid
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James Nani of Bloomberg Law reports that real estate development
and investment firm Quadrum Development Corp. won an auction for
Brooklyn's boutique Williamsburg Hotel for $96 million, a
bankruptcy trustee said. The proceeds from the sale of sale of the
10-story, 147-room hotel would be used to pay back creditors,
including secured lender Benefit Street Partners Realty Operating
Partnership LP.
Quadrum also holds interests in three boutique hotels in Manhattan
under the "Arlo" brand name, according to its website.
About 96 Wythe Acquisition
96 Wythe Acquisition, LLC, operates the Williamsburg Hotel, a hotel
located at 96 Wythe Ave., Brooklyn, N.Y.
96 Wythe Acquisition sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22108) on Feb. 23,
2021, disclosing $79,990,206 in liabilities. CRO David Goldwasser
signed the petition.
Judge Sean H. Lane oversees the case.
The Debtor tapped Backenroth Frankel & Krinsky, LLP and Mayer
Brown, LLP as bankruptcy counsels; Fern Flomenhaft, PLLC as
insurance counsel; and B. Riley Advisory Services as litigation
support consultant. Getzler Henrich & Associates, LLC and Hilco
Real Estate, LLC serve as the Debtor's financial advisors.
Stephen Gray was appointed as Chapter 11 trustee. The trustee
tapped Togut, Segal & Segal, LLP; Fragomen Del Rey Bernsen & Loewy,
LLP; and Bernstein Redo & Savitsky PC as bankruptcy counsel,
special counsel, and special liquor license counsel, respectively.
Verdolino & Lowey PC is the trustee's tax accountant.
ACTION PROPERTY: Gets OK to Hire Van Horn Law Group as Counsel
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Action Property SVCES, Inc. received approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ Van
Horn Law Group, P.A. as its legal counsel.
The firm's services include:
(a) advising the Debtor regarding its powers and duties in the
continued management of its business operations;
(b) advising the Debtor regarding its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) preparing legal papers;
(d) protecting the interest of the Debtor in all matters
pending before the court; and
(e) representing the Debtor in negotiation with its creditors
in the preparation of a Chapter 11 plan.
The firm will be paid at hourly rates ranging from $150 to $450. In
addition, the firm will receive reimbursement for expenses
incurred.
The Debtor paid the firm a retainer of $7,700 plus $1,738 for the
filing fee.
Chad Van Horn, Esq., an attorney at Van Horn Law Group, 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:
Chad Van Horn, Esq.
Van Horn Law Group, PA
330 North Andrews Avenue, Suite 450
Fort Lauderdale, FL 33301-1012
Telephone: (954) 637-0000
Email: chad@cvhlawgroup.com
About Action Property SVCES
Action Property Svces. Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 22-19389) on Dec. 8, 2022, with as much
as $1 million in both assets and liabilities. Judge Peter D. Russin
oversees the case.
The Debtor is represented by Chad Van Horn, Esq., at Van Horn Law
Group, PA.
ADVANCED GAS: Seeks to Hire Law Office of Angela Schmidt as Counsel
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Advanced Gas Products, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire the Law Office
of Angela Schmidt to assist in the Chapter 11 proceedings.
The firm will be paid at these rates:
Attorney $350 per hour
Paralegals $250 per hour
The Debtor has agreed to pay an initial retainer of $8,500.
As disclosed in court filings, the Law Office of Angela Schmidt
does not represent interests adverse to the Debtor's estate.
The firm can be reached through:
Angela Schmidt, Esq.
Law Office of Angela Schmidt
628 18th St.
Huntington Beach, CA 92648-3808
Tel: (714) 390-3766
Email: angelainternational@mail.com
About Advanced Gas Products
Advanced Gas Products, Inc. is a locally owned and family-operated
packaged gas and welding supply dealer in Huntington Beach, Calif.
Advanced Gas Products filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
22-11918) on Nov. 9, 2022. At the time of filing, the Debtor
estimated $100,001 to $500,000 in assets and $1,000,001 to $10
million in liabilities.
Judge Theodor Albert presides over the case.
Angela A Schmidt, Esq., at the Law Office of Angela Schmidt
represents the Debtor as counsel.
AFTERSHOCK COMICS: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------------
The U.S. Trustee for Region 16 appointed two separate committees to
represent unsecured creditors in the Chapter 11 cases of AfterShock
Comics, LLC and Rive Gauche Television.
The members of the committee appointed in AfterShock Comics' case
are:
1. AC Comics Ltd.
23 High Street
Pewsey, Wiltshire, UK
SN9 5AF
Attention: Simon Fawcett
Tel: 1 (323) 317-1538
Email: simon@atlanticscreengroup.com
2. Imprimerie L'Empreinte, Inc.
4177 Boulevard Industriel
Laval, QC, Canada
H7LOG7
Attention: Jean-Pierre Rose
Tel: 514-961-1223
Email: jprose@empreinte.qc.ca
The members of the committee appointed in Rive Gauche's case are:
1. Indigo Films Entertainment Group
3001 Bridgeway, Suite K. #374
Sausalito, CA 94965
Attention: David Frank
Tel: 415-444-1700
Email: dfrank@indigofilms.com
2. Lower Canada Productions Inc.
468 Queen St. East, Suite 301
Toronto, Ont., Canada
M5A IT7
Attention: Martin Katz
Tel: (416) 926-0853
Email: Martin.katz@prosperopictures.com
3. Ottera, Inc.
13836 Gilmore St.
Van Nuys, CA 91401
Attention: Brendan Pollitz
Tel: 707-263-0123
Email: brendan@ottera.tv
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About AfterShock Comics
AfterShock Comics, LLC -- https://Aftershockcomics.com -- is an
American comic book publisher launched in 2015. The company is
based in Sherman Oaks, Calif.
AfterShock Comics and affiliate Rive Gauche Television filed
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. Lead C.D. Calif. Case No. 22-11456) on Dec. 19, 2022.
At the time of the filing, AfterShock Comics reported $10 million
to $50 million in both assets and liabilities while Rive Gauche
reported $50 million to $100 million in assets and $10 million to
$50 million in liabilities.
Judge Martin R. Barash oversees the cases.
The Debtors are represented by David L. Neale, Esq., at Levene,
Neale, Bender, Yoo & Golubchik L.L.P.
ALPHARETTA LIFEHOPE: Seeks to Hire Rountree as Legal Counsel
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Alpharetta Lifehope Land SPE, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire
Rountree, Leitman, Klein & Geer, LLC as its legal counsel.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
powers and duties in the management of its property;
b. preparing legal papers;
c. assisting with the examination of the claims of creditors;
d. assisting with the formulation and preparation of a
disclosure statement and plan of reorganization and with the
confirmation and consummation thereof; and
e. other legal services.
The hourly rates of the firm's attorneys and staff are as follows:
William A. Rountree, Attorney $595
Will B. Geer, Attorney $595
Michael Barge, Attorneyr $535
Hal Leitman, Attorney $495
David S. Klein, Attorney $495
Alexandra Dishun, Attorney $425
Benjamin R. Keck, Attorney $425
Ceci Christy, Attorney $425
Barret Broussard, Attorney $395
Elizabeth Childers, Attorney $395
Caitlyn Powers, Attorney $325
Sharon M. Wenger, Paralegal $225
Megan Winokur, Paralegal $175
Catherine Smith, Paralegal $150
Rountree received a pre-bankruptcy retainer of $25,000.00 from a
non-debtor entity, FPC Land LLC.
William Rountree, Esq., a partner at Rountree Leitman Klein & Geer,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
William A. Rountree, Esq.
Will B. Geer, Esq.
Elizabeth A. Childers, GA, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wrountree@rlkglaw.com
wgeer@rlkglaw.com
echilders@rlkglaw.com
About Alpharetta Lifehope Land SPE
Alpharetta Lifehope Land SPE, LLC is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
Alpharetta Lifehope Land SPE filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga.
Case No. 22-59887) on Dec. 5, 2022. The petition was signed by
Scott Honan as manager. At the time of the filing, the Debtor
listed up to $50,000 in assets and $10 million to $50 million in
liabilities.
Judge Paul W. Bonapfel oversees the case.
Rountree Leitman Klein & Geer, LLC represents the Debtor as
counsel.
AMERIGAS PARTNERS: Moody's Alters Outlook on 'Ba3' CFR to Negative
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Moody's Investors Service changed AmeriGas Partners, L.P.'s outlook
to negative from stable. Concurrently, Moody's affirmed AmeriGas'
Corporate Family Rating at Ba3 and senior unsecured notes ratings
at B1. AmeriGas' Speculative Grade Liquidity (SGL) rating remains
unchanged at SGL-3.
"The change in AmeriGas' outlook to negative reflects elevated
financial leverage that needs to decline to levels that remain
supportive of the rating as well as refinancing needs for a series
of debt maturities beginning 2024 against the backdrop of higher
interest rates," commented Jonathan Teitel, a Moody's analyst.
Affirmations:
Issuer: AmeriGas Partners, L.P.
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD4)
Outlook Actions:
Issuer: AmeriGas Partners, L.P.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The change in AmeriGas' outlook to negative from stable reflects
execution risks in the company reducing financial leverage,
refinancing needs for annual debt maturities beginning in 2024, and
the accompanying negative implications of higher interest rates on
cash flow.
AmeriGas' Ba3 CFR reflects high financial leverage, limited product
offering, and weather-dependent volumes offset by large size,
strong market position and broad geographic footprint in US propane
distribution that supports economies of scale. AmeriGas benefits
from broad diversification across customers and end markets. As of
September 30, 2022, debt/EBITDA was in the mid-5x area, up from
roughly 5x twelve months earlier, primarily due to lower retail
volumes and higher operating and administrative expenses. AmeriGas
completed its business transformation initiatives program, which
included reducing certain costs, and increasing operating, sales
and transportation efficiencies.
Key to offsetting longer-term decline in propane demand and to
increase market share are continued long-term growth in volumes
from AmeriGas Cylinder Exchange (ACE), Cynch home delivery and
National Accounts programs, and continued reduction in customer
churn following efforts to address customer service issues.
Challenging organic growth is the highly competitive nature of the
propane distribution market. AmeriGas intends to drive growth in
part by resuming its roll-up acquisition strategy, providing
benefits from economies of scale and synergies, leveraging its
transportation and logistics infrastructure with increased service
area density. The rating considers that AmeriGas' parent company,
UGI Corporation, depends on cash flow from its subsidiaries to
service its own debt, to support its commitment to dividend growth,
and to reallocate capital for growth across its businesses.
The SGL-3 rating reflects Moody's expectation that AmeriGas will
maintain adequate liquidity into 2024. The company's $600 million
revolver due September 2026 has a springing maturity 91 days prior
to the maturity of the senior notes due May 2024, May 2025 or
August 2026 if more than $150 million of any of these notes are
outstanding 91 days prior to their maturities. Consequently,
maintaining adequate liquidity is predicated in part on the company
proactively refinancing its senior notes due 2024, thereby avoiding
the springing maturity of its revolver. As of September 30, 2022,
AmeriGas had $11 million of cash and $131 million of borrowings
outstanding on its $600 million revolver ($2 million in letters of
credit were outstanding). Average daily and peak borrowings on the
revolver during the fiscal year ended September 30, 2022, were $181
million and $388 million, respectively. Revolver financial
covenants are comprised of maximum leverage ratios and a minimum
interest coverage ratio. Moody's expects that covenant compliance
cushion could remain tight absent further progress in reducing
financial leverage.
AmeriGas' $2.575 billion of senior unsecured notes due 2024, 2025,
2026 and 2027 are rated B1. The notes are not guaranteed by
AmeriGas Propane, L.P., the principal operating subsidiary.
Consequently, the notes are structurally subordinated to AmeriGas
Propane, L.P.'s $600 million senior unsecured revolver which
results in the notes being rated one notch below the Ba3 CFR.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to a downgrade include debt/EBITDA
remaining above 5x, weakening liquidity, or significant negative
free cash flow, or larger than expected distributions to UGI
Corporation.
Factors that could lead to an upgrade include debt/EBITDA declining
toward 4x on a sustained basis, growth of less weather-dependent
volumes, and conservative financial policies. The financial
policies and liquidity at AmeriGas' parent company, UGI
Corporation, will also be considered.
AmeriGas is distributor of propane and related equipment and
supplies in the US. It is a subsidiary of publicly traded UGI
Corporation, a holding company.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
ATLAS CUSTOM HOMES: Seeks to Hire Eric A. Liepins as Legal Counsel
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Atlas Custom Homes, Inc. 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 Atlas Custom Homes
Atlas Custom Homes, Inc., a company in Fort Worth, Texas, filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 23-40023) on Jan. 3, 2023, with up
to $50,000 in assets and $1 million to $10 million in liabilities.
Douglas Haley, president of Atlas Custom Homes, signed the
petition.
Eric A. Liepins, Esq., at Eric A. Liepins, P.C. represents the
Debtor as counsel.
ATLAS LITHIUM: Closes $4.05M Underwritten Public Offering
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Atlas Lithium Corporation announced the closing of its underwritten
public offering of 675,000 shares of common stock and Nasdaq
uplisting. In addition, the underwriters exercised their
over-allotment option to purchase an additional 101,250 shares of
common stock. The shares began trading on the Nasdaq Capital
Market under the ticker symbol "ATLX" on Jan. 10, 2023.
The Company had priced the underwritten public offering of 675,000
shares of common stock at a public offering price of $6.00 per
share, for aggregate gross proceeds of approximately $4.05 million,
prior to deducting underwriting discounts, commissions, and other
offering expenses.
EF Hutton, division of Benchmark Investments, LLC, acted as sole
book-running manager for the offering.
The Company's registration statement on Form S-1 (File No.
333-262399) relating to the offering was declared effective by the
U.S. Securities and Exchange Commission on Jan. 9, 2023. A final
prospectus relating to the offering was filed with the SEC on
January 10, 2023 and is available on the SEC's website at
www.sec.gov. Electronic copies of the final prospectus relating to
this offering, when available, may be obtained from EF Hutton,
division of Benchmark Investments, LLC, 590 Madison Avenue, 39th
Floor, New York, NY 10022, Attention: Syndicate Department, or via
email at syndicate@efhuttongroup.com or telephone at (212)
404-7002.
About Atlas Lithium
Atlas Lithium Corporation is focused on advancing and developing
its 100%-owned hard-rock lithium project which consists of 52
mineral rights spread over 56,078 acres (227 km2) and is located
primarily in the Lithium Valley of the state of Minas Gerais in
Brazil. Atlas Lithium also has a separate second lithium project
located in Brazil's Northeast region. In total, Atlas Lithium has
100% ownership of mineral rights for almost all battery metals
including lithium (293 km2), nickel (222 km2), rare earths (122
km2), titanium (89 km2), and graphite (56 km2), in addition to
mining concessions for gold, diamonds, and sand. The Company also
owns approximately 45% of Apollo Resources Corp. (private company;
iron) and approximately 28% of Jupiter Gold Corp. (OTCQB: JUPGF;
gold and quartzite).
Brazil Minerals reported a net loss of $4.03 million for the year
ended Dec. 31, 2021, a net loss of $1.55 million for the year ended
Dec. 31, 2020, a net loss of $2.08 million for the year ended Dec.
31, 2019, and a net loss of $1.85 million for the year ended Dec.
31, 2018. As of Sept. 30, 2022, the Company had $5.56 million in
total assets, $2.96 million in total liabilities, and $2.59 million
in total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
March 25, 2022, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
AVAYA HOLDINGS: Cuts Europe Staff in Latest Cost-Reduction Effort
-----------------------------------------------------------------
Avaya Holdings Corp. said in a Form 8-K filed with the Securities
and Exchange Commission it authorized a reduction in force with
respect to its employees in Europe in connection with the Company's
cost-reduction actions.
The reduction in force is aimed at aligning the size of Avaya's
workforce with its operational strategy and cost structure. The
Company estimates that it will incur approximately $45 million to
$51 million in pre-tax restructuring charges in connection with
this reduction in force, all of which are expected to be in the
form of cash-based expenditures and substantially all of which are
expected to be related to employee severance and other termination
benefits. The Company expects to complete the most recently
authorized reduction in force and recognize substantially all of
these pre-tax restructuring charges during the balance of fiscal
2023.
The charges that the Company expects to incur in connection with
this workforce reduction are estimates and subject to a number of
assumptions, and actual results may differ materially due to
various factors. The foregoing estimated amounts do not include
any non-cash charges associated with stock-based compensation, or
any cash expenditures or other charges not currently contemplated.
The Company also expects to operationalize additional cost
reduction actions that may include supplementary workforce
reductions as well as other cost reduction actions unrelated to
workforce reductions. Any such actions are expected to trigger
incremental restructuring charges beyond those noted above as they
are finalized.
The Company remains engaged in ongoing constructive discussions
with its financial stakeholders to reach a comprehensive resolution
to strengthen its balance sheet and position the business for
long-term success.
About Avaya Holdings
Avaya Holdings Corp. offers digital communications products,
solutions and services for businesses of all sizes delivering its
technology predominantly through software and services.
Avaya reported a net loss of $13 million for the year ended Sept.
30, 2021, a net loss of $680 million for the year ended Sept. 30,
2020, and a net loss of $671 million for the year ended Sept. 30,
2019.
* * *
As reported by the TCR on Dec. 20, 2022, S&P Global Ratings lowered
its issuer credit rating on Avaya Holdings Corp. to 'CC' from
'CCC-'. S&P said, "We think Avaya, lacking alternative options to
strengthen its balance sheet, is very likely to pursue a debt
restructuring, which we consider tantamount to, or filing for,
bankruptcy protection."
In August 2022, Moody's Investors Service downgraded the Corporate
Family Rating of Avaya Holdings Corp. to Caa2 from B3. Moody's
said Avaya's Caa2 CFR reflects the Company's unsustainably high
financial leverage, sustained cash burn, and increased near term
performance challenges that may worsen substantially as customers
reassess Avaya's financial standing.
AVAYA HOLDINGS: Intends to Reduce Europe Workforce
--------------------------------------------------
Avaya Holdings Corp. said in a U.S. regulatory filing that on
January 11, 2023, it authorized a reduction in force with respect
to its employees in Europe in connection with the Company's
cost-reduction actions. The reduction in force is aimed at
aligning the size of Avaya's workforce with its operational
strategy and cost structure.
The Company estimates that it will incur $45 million to $51 million
in pre-tax restructuring charges in connection with this reduction
in force, all of which are expected to be in the form of cash-based
expenditures and substantially all of which are expected to be
related to employee severance and other termination benefits. The
Company expects to complete the most recently authorized reduction
in force and recognize substantially all of these pre-tax
restructuring charges during the balance of fiscal 2023.
The Company remains engaged in ongoing constructive discussions
with its financial stakeholders to reach a comprehensive resolution
to strengthen its balance sheet and position the business for
long-term success.
About Avaya Holdings
Avaya Holdings Corp. offers digital communications products,
solutions and services for businesses of all sizes delivering its
technology predominantly through software and services.
Avaya Inc. and 17 of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089)
on Jan. 19, 2017. Its Plan of Reorganization was declared
effective and Avaya exited bankruptcy on Dec. 15, 2017. In that
case, the Debtors tapped Kirkland & Ellis LLP as legal counsel;
Centerview Partners LLC as investment banker; and Zolfo Cooper LLC
as restructuring advisor. Morrison & Foerster was the creditors
committee's counsel. Stroock & Stroock & Lavan LLP and
Rothschild, Inc., served as advisors to the Ad Hoc Crossholder
Group.
Avaya Holdings reported a net loss of $13 million for the year
ended Sept. 30, 2021, a net loss of $680 million for the year ended
Sept. 30, 2020, and a net loss of $671 million for the year ended
Sept. 30, 2019.
* * *
In August 2022, Moody's Investors Service downgraded the Corporate
Family Rating of Avaya Holdings Corp. to 'Caa2' from 'B3'. Moody's
said Avaya's Caa2 CFR reflects the Company's unsustainably high
financial leverage, sustained cash burn, and increased near term
performance challenges that may worsen substantially as customers
reassess Avaya's financial standing.
As reported by the TCR on Dec. 20, 2022, S&P Global Ratings lowered
its issuer credit rating on Avaya Holdings Corp. to 'CC' from
'CCC-'. S&P said, "We think Avaya, lacking alternative options
to strengthen its balance sheet, is very likely to pursue a debt
restructuring, which we consider tantamount to, or filing for,
bankruptcy protection."
BIOSTAGE INC: Removes Interim Tag From CEO David Green's Title
--------------------------------------------------------------
Biostage, Inc. announced that effective as of Jan. 11, 2023, the
Company entered into an Amended and Restated Employment Agreement
with David Green, the chief executive officer of the Company, to
remove the interim designation from his chief executive officer
title effective immediately, and also amend certain terms of Mr.
Green's existing Employment Agreement.
Mr. Green stated, "I am very pleased to be continuing with
Biostage, which I founded in 2008, as its Chief Executive Officer
and taking Biostage to the net level by initiating our FDA-approved
clinical trial and expanding the pipeline of clinical indications
that we may be able to treat with our next-generation technology
for regenerating organs inside the body. I am an investor in
Biostage and most of my compensation will be in the form of stock
options. Hence my interests are aligned with those of our
shareholders in making Biostage successful."
Mr. Green's annual base salary is set at $300,000, and is subject
to annual review, provided that such base salary shall not be
decreased without Mr. Green's consent. In addition and in lieu of
additional cash salary, on the earlier to occur of: (i) the first
trading day after the closing of the Company's first public
offering after the Commencement Date or (ii) Feb. 28, 2023 (the
Grant Date), Mr. Green will receive a nonqualified stock option to
purchase a share amount determined based on Black-Scholes value of
$200,000 as of the Grant Date, which subject to continued
employment, shall vest monthly on each monthly anniversary of the
Grant Date for twelve months following the Grant Date, with the
first vesting to be in an amount equal to 1/4 of the aggregate
share amount and then the remaining amount to vest in eleven
substantially equal amounts thereafter. Thereafter, following each
anniversary of the Commencement Date so long as Mr. Green continues
to be employed as Chief Executive Officer, the Company will grant
Mr. Green on the first trading day following such anniversary an
option to purchase shares of Common Stock in a share amount
determined based on Black-Scholes value of $200,000 as of the grant
date. Subject to continued employment, each such additional annual
grant shall vest monthly in twelve substantially equal monthly
installments on each monthly anniversary of the respective grant
date. In the event that Mr. Green's base salary is increased
during the term of employment, the grant amount of $200,000 shall
be reviewed by the Company's Board of Directors to determine if
such amount shall be adjusted as determined in its discretion.
About Biostage
Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a clinical-stage biotech company that uses cell therapy to
regenerate organs inside the human body to treat cancer, trauma and
birth defects. The Company's technology is based on its
proprietary cell-therapy platform that uses a patient's own stem
cells to regenerate and restore function to damaged organs.
Biostage reported a net loss of $7.98 million for the year ended
Dec. 31, 2021, compared to a net loss of $4.87 million for the year
ended Dec. 31, 2020. As of June 30, 2022, the Company had $5.16
million in total assets, $2.14 million in total liabilities, $4.02
million in series E convertible preferred stock, and a total
stockholders' deficit of $997,000.
Flushing, New York-based Wei, Wei & Co., LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit, uses
cash flows in its operations, and will require additional financing
to continue to fund its operations. This raises substantial doubt
about the Company's ability to continue as a going concern.
BOMBARDIER INC: Moody's Rates New Senior Unsecured Notes 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Bombardier Inc.'s
proposed senior unsecured notes due 2029. Proceeds will be used to
finance the company's redemption of its notes due in December 2024,
and to finance the tender offer for its notes due March 2025. The
company's B3 corporate family rating, B3 senior unsecured, and
stable outlook remain unchanged.
Assignments:
Issuer: Bombardier Inc.
Senior Unsecured Global Notes, Assigned B3 (LGD4)
RATINGS RATIONALE
Bombardier continues to demonstrate improvement in its operations,
with the company having generated positive free cash flow in each
quarter since June 2021. Revenue visibility has improved and book
to bill was 1.4x in 2022. Additionally, Bombardier continues to
repay debt, repaying $1.1 billion in 2022.
Bombardier is constrained by 1) high leverage (10.5x at Q3 2022),
2) high fixed charges of about $800 million per year (interest and
capital expenditures) that constrain the company's free cash flow,
3) its participation in the cyclical business jet market which has
a number of strong competitors, and 4) a significant maturity
schedule with $5.5 billion due between December 2024 through to
February 2028. Bombardier benefits from 1) good liquidity over the
next year, 2) significant scale, 3) a strong market position within
the business jet market, and 4) a $14.8 billion backlog.
Bombardier has good liquidity over the next year (SGL-2), with
about $1.9 billion of available liquidity sources versus about $200
million of uses. Sources are cash of about $1.3 billion at Q4/22,
a committed $300 million secured revolving credit facility (expires
November 2027) that is undrawn and about $300 million in free cash
flow through to the end of 2023. Bombardier has no maturities over
the next 12 months. Uses are about $200 million of financial
liabilities (excluding term debt but including items such as lease
liabilities, liabilities related to various divestitures and
government refundable advances).
The B3 rating for Bonbardier's senior unsecured notes is in line
with Bombardier's B3 CFR, reflecting that the notes constitute the
preponderance of the company's debt. The company has an up to $300
million revolving secured credit facility expiring in November 2027
that ranks senior to the company's unsecured notes.
The stable outlook reflects Moody's expectation that Bombardier
will continue to be cash flow generative and improve performance
and leverage in 2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be downgraded if Bombardier does not address its
refinancing needs well in advance of maturity dates, or concerns
are developed regarding the adequacy of the company's liquidity.
Quantitatively, the rating could also be downgrade if leverage is
expected to be sustained above 8x (debt to EBITDA).
Factors that could lead to an upgrade include less debt with
adjusted financial leverage below 6x (debt to EBITDA) and continued
sustainable free cash flow generation.
The principal methodology used in this rating was Aerospace and
Defense published in October 2021.
Headquartered in Montreal, Quebec, Canada, Bombardier Inc. is a
manufacturer of business jets. Revenues in 2021 were $6.1 billion.
BON WORTH: May Use $55,000 of Cash Collateral Thru Jan 26
---------------------------------------------------------
Bon Worth Holdings, Inc. sought and obtained entry of an order from
the U.S. Bankruptcy Court for the Eastern District of New York
authorizing the use of $75,000 in cash collateral on an emergency
basis through January 26, 2023.
The Debtor requires the immediate use of cash collateral to, among
other things, permit the orderly continuation of the operation of
its business, minimize the disruption of its business operations,
and preserve and maximize the value of the assets of the Debtor's
bankruptcy estate.
The party with an interest in the cash collateral is Crossroads
Funding II, LLC.
As of the Petition Date, the Debtor was a party to the Loan and
Security Agreement by and between the Debtor and the Lender, dated
November 12, 2019, in the original maximum advance amount of $2
million as amended by the First Amendment to Loan and Security
Agreement dated October 1, 2022 and all other agreements, documents
and instruments executed and/or delivered with, to, or in favor of
the Lender.
As of the Petition Date, the Debtor was indebted to the Lender in
an aggregate outstanding principal amount of not less than $1.757
million.
These events constitute an "Event of Default":
a. The failure by the Debtor to perform, in any respect, any
of the terms, provisions, conditions, covenants, or obligations
under the Interim Order;
b. The entry of any order by the Court granting relief from or
modifying the automatic stay of Bankruptcy Code section 362(a);
c. Dismissal of the Chapter 11 case or conversion of the
Chapter 11 case to a Chapter 7 case, or appointment of a Chapter 11
trustee, or examiner with enlarged powers, or other responsible
person; and/or
d. A default by the Debtors in reporting financial or
operational information as and when required under the Emergency
Order or Existing Loan Agreements that is not cured within two
business days after written notice to the Debtor and its counsel.
The Lender is authorized to transfer cash collateral in an amount
not to exceed $75,000 currently held in depository account ending
in -5908 maintained at CIBC Bank USA by the Lender for the benefit
of the Debtor to the deposit accounts maintained by the Debtor as
of the Petition Date in accordance with the pre-petition cash
management arrangements between the Debtor and the Lender pursuant
to the Existing Loan Agreements.
As adequate protection, the Lender is granted valid, perfected and
enforceable security interests to the same extent that they existed
as of the Petition Date.
The Lender is also granted as and to the extent provided by section
507(b) of the Bankruptcy Code an allowed superpriority
administrative. The Adequate Protection Superpriority Claim will
have priority over all administrative expense claims and unsecured
claims against the Debtor and its Estate now existing or hereafter
arising, of any kind or nature whatsoever.
A copy of the order is available at https://bit.ly/3XxBojy from
PacerMonitor.com.
About Bon Worth Holdings, Inc.
Bon Worth Holdings, Inc. operates a retail clothing business and
owns 28 brick and mortar stores and 1 online store and maintains an
office in Brooklyn, New York City.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-43213) on December 29,
2022. In the petition signed by Dan Young, president, the Debtor
disclosed up to $50,000 in assets and up to $20 million in
liabilities.
Judge Jil Mazer-Marino oversees the case.
Lawerence F. Morrison, Esq., at Morrison Tenenbaum PLLC, is the
Debtor's legal counsel.
BONA VISTA 1606: Exclusivity Period Extended to March 22
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
extended the time Bona Vista 1606, LLC can keep exclusive control
of its Chapter 11 case, giving the company until March 22 to file a
bankruptcy plan and until May 22 to solicit votes on that plan.
The ruling allows the company to pursue its own plan and negotiate
with creditors without the threat of a rival plan from creditors.
About Bona Vista 1606
Bona Vista 1606, LLC filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 22-16461) on Aug. 22, 2022, with up to $1
million in both assets and liabilities. Judge Robert A. Mark
oversees the case.
The Debtor is represented by Joel M. Aresty, P.A.
BPB DRUGS: Seeks Approval to Hire Schectman & Co. as Broker
-----------------------------------------------------------
BPB Drugs, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire Schectman & Co., LLC as
its broker.
The Debtor requires a broker to market and sell its assets
consisting of saleable inventory, prescription records, patient
files and telephone and facsimile numbers.
The firm will receive a commission equal to 5 percent of the gross
purchase price.
As disclosed in court filings, Schectman has no adverse interest to
the Debtor's estate.
The firm can be reached through:
Donald Poczik
Schectman & Co. LLC
27010 Grand Central Parkway, Suite 23E
Floral Park, NY 11005
Phone: (718) 631-3262
About BPB Drugs
BPB Drugs, Inc. owns and operates a pharmacy in New York.
BPB Drugs filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11656) on Dec.
9, 2022, with $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Johnny D. Lee, member and director,
signed the petition.
Judge Philip Bentley presides over the case.
Randolph E. White, Esq., at White & Wolnerman, PLLC represents the
Debtor as counsel.
BPB DRUGS: Seeks Approval to Hire White & Wolnerman as Counsel
--------------------------------------------------------------
BPB Drugs, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire White & Wolnerman, PLLC
as its legal counsel.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
powers and duties in the continued operation of its business and
management of its property;
b. negotiating, drafting and pursuing confirmation of a plan
of reorganization and approval of an accompanying disclosure
statement;
c. preparing legal papers;
d. appearing in court;
e. assisting with any disposition of the Debtor's assets by
sale or otherwise;
f. attending meetings and negotiating with representatives of
creditors, the U.S. Trustee, and other parties-in-interest; and
g. other necessary legal services.
The firm's hourly rates are:
Randolph E. White $505
David Y. Wolnerman $505
Natasha Ahuja $385
The retainer fee is $27,738, inclusive of filing fees.
Randolph White, Esq., a partner at White & Wolnerman, disclosed in
court filings that his firm is "disinterested" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Randolph E. White, Esq.
White & Wolnerman, PLLC
950 Third Avenue, 11th Floor
New York, NY 10022
Tel: (212) 308-0604
Email: rwhite@wwlawgroup.com
About BPB Drugs
BPB Drugs, Inc. owns and operates a pharmacy in New York.
BPB Drugs filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11656) on Dec.
9, 2022, with $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Johnny D. Lee, member and director,
signed the petition.
Judge Philip Bentley presides over the case.
Randolph E. White, Esq., at White & Wolnerman, PLLC represents the
Debtor as counsel.
BURKE BRANDS: Taps GGG Partners as Financial Advisor
----------------------------------------------------
Burke Brands, LLC received interim approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Katie
Goodman of GGG Partners, LLC as its financial advisor.
The Debtor requires a financial advisor to:
a. give advice with respect to finances and guide the Debtor
in making sound financial decisions for its operations to ensure it
reaps the benefits of reorganization and will be able to continue
its operations and comply with the rules of the court;
b. prepare financial documents; and
c. provide financial advice to the Debtor in negotiation with
its creditors and in the preparation of a confirmable Chapter 11
plan.
GGG Partners will be paid at these rates:
Managing Partner $395 per hour
Partner $350 per hour
In addition, the firm will be paid a post-petition retainer of
$10,000.
Katie Goodman, managing partner at GGG Partners, disclosed in a
court filing that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
GGG Partners can be reached at:
Katie Goodman
GGG Partners, LLC
3155 Roswell Rd NE, Suite 120
Atlanta, GA 30305
Office: (404) 256-0003 ext. 225
Direct: (404) 293-0137
Email: kgoodman@gggpartners.com
About Burke Brands
Burke Brands LLC, a privately owned coffee company in Miami, filed
its voluntary petition for relief under Chapter 11 of the
bankruptcy Code (Bankr. S.D. Fla. Case No. 22-19932) on Dec. 29,
2022. The petition was signed by Darron Burke as manager. At the
time of filing, the Debtor estimated $1 million to $10 million in
both assets and liabilities.
Judge Robert A. Mark oversees the case.
Aaron A. Wernick, Esq., at Wernick Law, PLLC and GGG Partners, LLC
serve as the Debtor's legal counsel and financial advisor,
respectively.
BVM THE BRIDGES: Lenders Seek to Prohibit Cash Collateral Access
----------------------------------------------------------------
CPIF Lending, LLC and U.S. Bank National Association ask the U.S.
Bankruptcy Court for the Middle District of Florida, Tampa
Division, to prohibit BVM The Bridges, LLC from using cash
collateral to make any payment to AmeriCare Indiana Group, LLC, BVM
Lakeshore, LLC and US Lifestyle, LLC.
CPIF and the Bank have requested relief from the automatic stay in
order to proceed with state court foreclosure proceeding filed
prepetition against Bridges, including seeking the appointment of a
receiver. As set forth in the Stay Relief Motion, the rationale for
the continuation of the Bridges' bankruptcy case, to the extent it
ever existed, no longer exists.
It is unclear whether Bridges will agree to stay relief.
Bridges' affiliate, BVM Coral Landings, LLC, previously agreed to
CPIF and the Bank being granted stay relief to proceed with the
state court foreclosure proceeding filed prepetition against Coral
Landing, including seeking the appointment of a receiver. On
January 13, 2023, the state court presiding over the Coral Landing
foreclosure entered an Agreed Order on Plaintiffs' Renewed Motion
for Appointment of Receiver.
CPIF and the Bank tell the Court they do not, in any way, seek to
interfere with the care being provided to the Bridges' residents.
However, they are concerned with substantial payments being made to
parties related to the Bridges' principal, John Bartle.
Specifically, according to the last adequate protection information
provided by Bridges, during November 2022, Bridges paid over
$62,000 to AmeriCare Indiana Group, LLC, BVM Lakeshore, LLC and US
Lifestyle, LLC, all of which are owned by, or related to, Bartle:
a. AmeriCare Indiana Group, LLC -- $16,001
b. BVM Lakeshore, LLC -- $2,200
c. US Lifestyle LLC -- $44,000
During this same time period, Coral Landing made over $26,000 in
payments to the Bartle Companies:
a. AmeriCare Indiana Group, LLC – $7,343
b. BVM Lakeshore, LLC – $2,699
c. US Lifestyle LLC – $16,798
CPIF and the Bank request the Court to require the Debtor to retain
in a segregated account any monies that would otherwise be payable
to the Bartle Companies pending further review.
A copy of the motion is available at https://bit.ly/3ksdyHl from
PacerMonitor.com.
About BVM The Bridges, LLC
BVM The Bridges, LLC operates an 87-bed/69-unit assisted living
facility known as The Bridges Assisted Living & Memory Care and The
Claridge House at the Bridges located at 11202 Dewhurst Drive in
Riverview, Florida, since 2014. The Debtor's average census is 70
residents.
BVM The Bridges, LLC and BVM Coral Landing LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead
Case No. 22-00345) on January 28, 2022. In the petition signed by
John Bartle, president, Each of the Debtors disclosed up to $10
million in assets and up to $50 million in liabilities.
Judge Caryl E. Delano oversees the jointly administered cases.
Alberto F. Gomez, Jr., Esq., at Johnson, Pope, Bokor, Ruppel &
Burns, LLP is the Debtor's counsel.
Counsel for CPIF Lending LLC:
Mark A. Salzberg, Esq.
SQUIRE PATTON BOGGS (US) LLP
2550 M Street, N.W.
Washington, DC 20037
Telephone: 202-457-6000
Facsimile: 202-457-6315
Email: mark.salzberg@squirepb.com
- and -
Jonathan R. Weiss, Esq.
SQUIRE PATTON BOGGS (US) LLP
200 S. Biscayne Blvd., Ste. 3400
Miami, FL 33131
Telephone: 305-577-7000
Facsimile: 305-577-7001
Email: jonathan.weiss@squirepb.com
Counsel for U.S. Bank National Association:
W. Keith Fendrick, Esq.
Holland & Knight LLP
100 North Tampa Street, Suite 4100
Tampa, FL 33602
Telephone: 813-227-6707
Facsimile: 813-229-0134
Email: keith.fendrick@hklaw.com
C & A TRANSPORTATION: Taps Stone & Baxter as Bankruptcy Counsel
---------------------------------------------------------------
C & A Transportation Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Georgia to hire Stone & Baxter,
LLP as its bankruptcy counsel.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
powers and duties in the continued operation of its business and
management of its properties;
b. preparing legal papers;
c. continuing existing litigation, if any, to which the Debtor
may be a party, and conducting examinations incidental to the
administration of its estate;
d. taking all necessary actions for the proper preservation
and administration of the estate;
e. assisting the Debtor in the preparation and filing of its
statement of financial affairs, schedules and lists;
f. taking necessary actions with reference to the use by the
Debtor of its property pledged as collateral, including cash
collateral;
g. asserting, as directed by the Debtor, all claims that the
Debtor has against others;
h. assisting the Debtor in connection with claims for taxes
made by governmental units;
i. assisting the Debtor in preparation of its Plan of
Reorganization and confirmation thereto; and
j. performing all other legal services for the Debtor.
The firm will be paid at these rates:
Attorneys $175 to $475 per hour
Paralegals $135 per hour
In addition, the firm will be reimbursed for out-of-pocket expenses
incurred.
Gregory Daniel Taylor, Esq., a partner at Stone & Baxter, 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:
Gregory Daniel Taylor, Esq.
Stone & Baxter, LLP
577 Mulberry Street, Suite 800
Macon, GA 31201
Tel: (478) 750-9898
Fax: (478) 750-9899
Email: dbury@stoneandbaxter.com
About C & A Transportation
C & A Transportation Inc. -- https://www.catransportation.com/ --
is a professional commercial carrier.
C & A Transportation filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No.
22-51583) on Dec. 23, 2022, with $1 million to $10 million in both
assets and liabilities. Audrey Tidwell, president of C & A
Transportation, signed the petition.
Robert Matson, Esq., has been appointed the Subchapter V Trustee.
The Debtor is represented by R. Braden Copeland, Esq. at Stone &
Baxter, LLP.
C S I ROOF REMOVAL: Gets OK to Hire Stutz Law Office as Counsel
---------------------------------------------------------------
C S I Roof Removal, Inc. received approval from the U.S. Bankruptcy
Court for the Eastern District of California to hire Matthew
DeCaminada of the Stutz Law Office, P.C. as its bankruptcy
counsel.
The firm will render these services:
a. prepare and file complete schedules and statements in
support of relief under Chapter 11 of the United States Code;
b. advise and represent the Debtor in its Chapter 11 case;
c. obtain employment of professionals as necessary for the
proper administration of the estate and case;
d. communicate with and negotiate as necessary with the
creditors and other parties of interest in this case;
e. obtain court authority for any and all actions necessary to
the administration of the estate, including funding;
f. propose and obtain confirmation of a Plan of
Reorganization; and
g. all other actions necessary for the proper administration
of the estate.
The firm received a retainer in the amount of $7,500.
The firm will be paid at these hourly rates:
Matthew DeCaminada $300
Paraprofessionals $150
Stutz Law Office P.C. and its associates are disinterested persons
within the meaning of Sections 101(14) and 327 of the Bankruptcy
Code, according to court filings.
The firm can be reached through:
Matthew DeCaminada, Esq.
Stutz Law Office, P.C.
9343 Tech Center Dr Suite 160
Sacramento, CA 95826
Phone: +1 916-884-2235
About C S I Roof
C S I Roof Removal, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 22-23186) on Dec. 9,
2022, with between $50,001 and $100,000 in assets and between
$100,001 and $500,000 in liabilities. Judge Fredrick E. Clement
oversees the case.
The Debtor is represented by Matthew J. DeCaminada, Esq., at Stutz
Law Office, P.C.
CELSIUS NETWORK: Announces $1.3 Million Equipment Sale
------------------------------------------------------
Turner Wright of Coin Telegraph reports that te mining arm of
crypto lender Celsius Network has issued a notice for the sale of
$1.3 million worth of mining equipment as part of its bankruptcy
case.
In a January 11, 2023 filing with the U.S. Bankruptcy Court of the
Southern District of New York, Celsius says it will be selling
2,687 MicroBT M30S ASIC rigs to investment firm Touzi Capital.
Touzi, which invests in real estate and blockchain, will pay
Celsius Mining more than $1.3 million for the miners, located at a
Texas facility.
According to Celsius, Touzi made the best offer for the miners
following discussions with "several brokers and market
participants." The lending firm announced in January that Core
Scientific had shut down more than 37,000 Celsius-owned mining rigs
the firm had been hosting.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case
No.22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as legal counsels; Centerview Partners, LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Stretto, the claims agent and administrative
advisor, maintains the page https://cases.stretto.com/celsius
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP, as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP, as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.
CESIUM LLC: Gets OK to Hire Falcone Law Firm as Bankruptcy Counsel
------------------------------------------------------------------
Cesium, LLC received approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to employ The Falcone Law Firm,
P.C. as its counsel.
The firm's services include:
a. advising the Debtor regarding its rights, powers and duties
in the administration of its Chapter 11 case and assets of the
bankruptcy estate;
b. assisting the Debtor in connection with the analysis of its
assets, liabilities, financial condition and other matters related
to its business;
c. assisting in the preparation, negotiation and
implementation of a plan of reorganization;
d. advising the Debtor with regards to objections to or
subordination of claims and other litigation matters;
e. representing the Debtor in the investigation of the
desirability and feasibility of the rejection and potential
assignment of any executory contracts or unexpired leases;
f. advising the Debtor with regard to all applications,
motions or complaints concerning reclamation, adequate protection,
sequestration, relief from stays, use of cash collateral,
disposition or other use of assets of the estate and other similar
matters;
g. assisting the Debtor in the sale or disposition of assets
of its bankruptcy estate;
h. preparing legal papers and conducting examinations;
i. providing assistance to the Debtor with regard to the
proper receipt, disbursement and accounting of funds and property
of the estate; and
j. other legal services related to the Debtor's Chapter 11
case.
The firm will be paid at these rates:
Senior Attorneys $400 per hour
Associates $250 per hour
Paralegals $175 per hour
Staffs $75 per hour
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $25,000.
Ian Falcone, Esq., a partner at Falcone 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:
Ian M. Falcone, Esq.
Falcone Law Firm, P.C.
363 Lawrence Street
Marietta, GA 30060
Tel: (770) 426-9359
Email: Imffalconefirm.com
About Cesium LLC
Cesium, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga.
Case No. 22-60181) on Dec. 14, 2022, with as much as $1 million in
both assets and liabilities. Judge Barbara Ellis-Monro oversees the
case.
The Debtor is represented by Ian M. Falcone, Esq., at Falcone Law
Firm, P.C.
CHERRY MAN: Court OKs Continued Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Hamid R. Rafatjoo, the Chapter 11
Trustee of Cherry Man Industries, Inc., to use cash collateral on a
final basis, subject to the terms, including but not limited to the
provisions of adequate protection, as set forth in the Cash
Collateral Stipulation as modified by a Seventh Supplement.
The Court held a hearing on the Debtor's Emergency Motion for Order
Authorizing Interim Use of Cash Collateral; Granting Adequate
Protection as affected by the Stipulation Authorizing Use of Cash
Collateral; Granting Adequate Protection, as modified by the Sixth
Supplement to Stipulation Authorizing Use of Cash Collateral;
Granting Adequate Protection, which the Court previously approved
on November 30, 2022.
Since then, Rafatjoo and Cathay Bank have entered into a Seventh
Supplement to the Cash Collateral Stipulation to which the U.S.
Small Business Administration does not object.
A continued hearing on the matter is set for February 7, 2023, at 2
p.m.
A copy of the order is available at https://bit.ly/3GKhKKa from
PacerMonitor.com.
About Cherry Man Industries
Cherry Man Industries, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-11471) on March
17, 2022, listing $100 million to $500 million in assets and $10
million to $50 million in liabilities. Frank Lin, president of
Cherry Man Industries, signed the petition. El Segundo,
Calif.-based Cherry Man was started in 2002 by Frank Lin. Cherry
Man is one of the largest nationwide importers and distributors of
office furniture case goods. It has five distribution centers
across the United States.
Judge Neil W. Bason oversees the case.
The Law Offices of Michael Jay Berger serves as the Debtor's legal
counsel.
An official committee of unsecured creditors has been appointed in
the case. The Committee has retained Kelley Drye & Warren LLP as
counsel.
Hamid R. Rafatjoo has been appointed as Chapter 11 Trustee and is
represented by David Golubchik, Esq., at LEVENE, NEALE, BENDER, YOO
& GOLUBCHIK, L.L.P.
Secured creditor Cathay Bank is represented by Michael J. Gomez,
Esq. and Gerrick M. Warrington, Esq., at FRANDZEL ROBINS BLOOM &
CSATO, L.C.
CHESAPEAKE ENERGY: Egan-Jones Retains BB Sr. Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company on January 3, 2023, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by by Chesapeake Energy Corp.
Chesapeake Energy Corporation is an American exploration and
production company, which is headquartered in Oklahoma City,
Oklahoma.
CLEAN HARBORS: Moody's Rates New Senior Unsecured Notes 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Clean Harbors,
Inc.'s ("CLH") proposed senior unsecured notes. CLH's existing
ratings, including the Ba2 corporate family rating, Ba2-PD
probability of default rating, as well as the Ba1 senior secured
debt rating and Ba3 senior unsecured debt rating are unchanged.
The outlook is stable.
Proceeds of the new $500 million unsecured notes, along with $114
million of revolver borrowings and cash will be used to repay the
company's term loan B due 2024, of which approximately $614 million
remains currently outstanding.
Moody's took the following actions:
Assignments:
Issuer: Clean Harbors, Inc.
Senior Unsecured Regular Bond/Debentures, Assigned Ba3 (LGD5)
LGD Adjustments:
Issuer: Clean Harbors, Inc.
Senior Secured Bank Credit Facility, LGD Adjusted to (LGD2) from
(LGD3)
RATINGS RATIONALE
The ratings reflect Moody's expectation that CLH will remain
well-positioned as a leading service provider across several North
American hazardous waste end markets. The company's unique
collection of high-value assets generates a stable recurring
revenue stream in key operating sub-segments and provides
formidable barriers to entry. The acquisition of HydrochemPSC (in
Q4 2021) has increased CLH's scale and Moody's anticipates the
company will remain focused on executing the integration and
achieving targeted synergies.
CLH is exposed to the energy cycle and volatility in its industrial
and field services operations, which have shown wide swings in
results in prior years, though tempered by diversification. The
company is benefiting from favorable base oil market conditions
driven by a supply imbalance. However, its blended oil products
continue to face additive shortages affecting the industry.
Moody's expects favorable pricing and cost measures to help offset
impacts from slowing economic growth through at least 2023. These
factors and higher value waste streams flowing into CLH's disposal
facilities should also temper inflationary and supply chain
pressures.
The stable outlook reflects Moody's expectation for CLH to maintain
healthy operating results over the next year, anchored by a
well-positioned collection of assets, cost measures and positive
pricing, despite macro headwinds and supply chain pressures that
will continue for some time. Moody's also anticipates that
supportive demand from key end markets will continue to drive
higher value waste streams through the company's disposal
facilities. The outlook also reflects Moody's expectation for CLH
to maintain good liquidity and no meaningful debt funded
acquisitions in the near term, although part of the company's
longer term growth strategy.
Moody's expects CLH to maintain good liquidity over the next 12 to
18 months, reflected by its SGL-2 speculative grade liquidity
rating. This is based on expectations of healthy cash balances,
ample revolver availability and positive free cash flow, with
pricing actions and cost controls tempering the impacts of cost
inflation and higher capex investment for growth and interest
expense. The company had $449 million of unrestricted cash at
September 30, 2022. The $400 million asset-based lending revolving
facility had approximately $180 million available to borrow, pro
forma for the $114 million draw to support the term loan
refinancing, net of letters of credit. Mandatory term loan
amortization payments of approximately $10 million annually on the
company's term loan B maturing in 2028 should be manageable.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded with more stability and sustained
strength in key industrial sectors (chemical, manufacturing and
energy) such that asset utilization rates increase and landfill and
incineration tonnage trend higher. Margin improvement, including
EBITDA margin expected to remain above 20%, as well as free cash
flow-to-debt sustained above 10% and debt-to-EBITDA below 3x could
support a ratings upgrade. Reduced vulnerability to energy sector
and oil prices would also be viewed favorably, as would a
demonstrated track record of a well-balanced financial policy.
The ratings could be downgraded with a decline in base business
revenue and earnings, a materially lower incinerator utilization
rate (typically in the high-80% range), or inability to
successfully execute the integration of acquisitions. A
deterioration in liquidity and aggressive shareholder friendly
initiatives or debt financed acquisitions that weaken the metrics
could also lead to a ratings downgrade. Deteriorating margins,
weakening EBIT-to-interest, debt-to-EBITDA expected to remain above
4x, and/or free cash flow to debt approaching 5% could also drive
downward rating pressure.
The principal methodology used in this rating was Environmental
Services and Waste Management Companies published in April 2018.
Clean Harbors, Inc. provides environmental, energy and industrial
services throughout North America with services ranging from the
collection, packaging, transportation, recycling, treatment and
disposal of hazardous and non-hazardous waste; emergency spill
response; cleaning/remediation activities and oil re-refining. The
company operates through two main segments: Environmental Services
and Safety-Kleen Sustainability Solutions, with the latter focused
on oil re-refining by producing and selling recycled base oil and
blended oil products. Revenue for the twelve months ended September
30, 2022, was approximately $5 billion.
CORE SCIENTIFIC: Shareholders Seek Formal Bankruptcy Committee
--------------------------------------------------------------
Jeremy Hill and Rachel Butt of Bloomberg News report a group of
Core Scientific Inc. shareholders wants to form an official
committee in the Bitcoin miner's bankruptcy, arguing stockholders
are likely owed recoveries, according to a letter seen by Bloomberg
News.
The committee, if appointed, would have its legal and other
professional fees paid for by Core Scientific. Such committees are
not often formed in bankruptcy because stockholders typically
recover nothing.
The case of Core is unusual in that a tentative restructuring deal
struck with some creditors prior to bankruptcy calls for recoveries
to shareholders.
The United States Trustee has so far appointed an official
committee of unsecured creditors in the case.
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. and its affiliates filed petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 22-90340) on Dec. 21, 2022. As of Sept. 30, 2022, Core
Scientific had total assets of US$1.4 billion and total liabilities
of US$1.3 billion.
Judge David R. Jones oversees the cases.
The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; 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.
CORNELL WEST 34: Exclusivity Period Extended to March 1
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended the period during which Cornell West 34 Holder, LLC has
the exclusive right to file a Chapter 11 plan and solicit votes on
the plan to March 1 and May 1, respectively.
The ruling allows the company to keep exclusive control of its
bankruptcy case while awaiting a district court's decision on its
bid to intervene in a foreclosure action involving 257-263 W 34th
Street LLC's real property.
Cornell indirectly owns 15.03% of the property, which is a
commercial building located in Midtown Manhattan. Last year, the
company filed a motion to intervene in the foreclosure action.
Although the motion has been fully briefed before the district
court, no decision has been rendered and the matter remains sub
judice.
About Cornell West 34 Holder
Cornell West 34 Holder, LLC is engaged in activities related to
real estate. It is a Brooklyn-based holding company whose sole
asset is its ownership of 15.03% of 257-263 W 34th Street JV LLC.
JV's sole asset is its ownership of 100% of the equity in 257-263 W
34th Mezz LLC. Mezz's sole asset is its ownership of 99.99% of
257-263 W 34th Street LLC. 257-263 W 34th Street's sole asset is
the real property located at 257-263 W 34th Street in Midtown
Manhattan improved by a commercial building.
Cornell West 34 Holder filed for Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 22-41888) on Aug. 3, 2022. In the petition filed
by its manager, David Goldwasser, the Debtor reported $1 million to
$10 million in both assets and liabilities.
Judge Elizabeth S. Stong oversees the case.
Goldberg Weprin Finkel Goldstein, LLP is the Debtor's counsel.
COSMOS HEALTH: Extends Agreement to Acquire Cana Until May 31
-------------------------------------------------------------
Cosmos Health, Inc. said it has extended and updated its previously
issued binding letter of intent to acquire Pharmaceutical
Laboratories CANA S.A., a Greek pharmaceutical company that
manufactures, sells, distributes, and markets original branded
products researched and developed by leading global pharmaceutical
and healthcare companies.
Cosmos Health has successfully renegotiated the acquisition price
of Cana to achieve much improved payment terms. The updated letter
of intent will remain effective until May 31, 2023.
Greg Siokas, chief executive officer of Cosmos Health stated, "We
are excited to hopefully bring Cana into Cosmos' family of products
and services. This proposed acquisition exemplifies our commitment
to grow via strategic M&As. Our recently strengthened balance
sheet enables us to execute on our growth plans. We believe this
acquisition would not only allow us to realize numerous synergies,
but would also be transformative for Cosmos by strengthening our
vertical integration and expanding our product portfolio. Cana's
extensive commercial experience and diversified customer base will
also prove to be invaluable as we continue relaunching and
expanding several brands. Importantly, we are satisfied with the
renegotiated price of the acquisition, as we are always looking to
increase our returns on investment."
Founded in 1928, Cana has manufactured and distributed a broad
range of proprietary pharmaceutical and health related products.
Furthermore, it has operated as a trusted partner of multinational
pharmaceutical companies such as AstraZeneca, Janssen, Merck and
Viatris as well as some of the largest Fast Moving Consumer Goods
(FMCG) companies such as Nestle, Unilever and P&G. In the last
decade, Cana Laboratories' activities also ventured into medical
devices, representing major medical technology companies such as
Medtronic, Stryker and others in the Greek market.
Cana's 54,000 sq. ft owned production facility located in Athens,
Greece, is licensed under European Good Manufacturing Practices
(GMP) and certified by EMA to manufacture pharmaceuticals, food
supplements, cosmetics, biocides and medical devices. It has a
variety of production lines that can produce solids, orals, semi
solids and liquids. The company is ISO 9001:2015 certified.
Cana's diversified customer base includes public & private
hospitals, pharmacies, supermarkets, wholesalers, etc.
Furthermore, its proprietary product portfolio includes
pharmaceuticals, dermocosmetics, antiseptics, and food supplements,
as well as an infant care organic product line, Biobebe.
About Cosmos Health Inc.
Cosmos Health Inc. (Nasdaq: COSM), formerly known as Cosmos
Holdings, is a global healthcare group that was incorporated in
2009 and is headquartered in Chicago, Illinois. Cosmos Health is
engaged in the nutraceuticals sector through its own proprietary
lines of products "Sky Premium Life" and "Mediterranation."
Additionally, the Company is operating in the pharmaceutical sector
through the provision of a broad line of branded generics and OTC
medications and is involved in the healthcare distribution sector
through its subsidiaries in Greece and UK serving retail pharmacies
and wholesale distributors. Cosmos Health is strategically focused
on the R&D of novel patented nutraceuticals (IP) and specialized
root extracts as well as on the R&D of proprietary complex generics
and innovative OTC products. Cosmos has developed a global
distribution platform and is currently expanding throughout Europe,
Asia and North America. Cosmos Health has offices and distribution
centers in Thessaloniki and Athens, Greece and Harlow, UK. More
information is available at www.cosmoshealthinc.com and
www.skypremiumlife.com.
Cosmos Holdings reported a net loss of $7.96 million for the year
ended Dec. 31, 2021, compared to net income of $820,786 for the
year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had
$45.62 million in total assets, $40.46 million in total
liabilities, $1.71 million in preferred stock, and $3.44 million in
total stockholders' equity.
San Francisco, California-based Armanino LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 15, 2022, citing that the Company has suffered
recurring losses and cash used in operations that raises
substantial doubt about its ability to continue as a going concern.
COUNTER CORTE: Taps Binder & Malter as Legal Counsel
----------------------------------------------------
The Counter Corte Madera LP seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to employ Binder &
Malter, LLP to handle its Chapter 11 case.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
The Debtor paid the firm a retainer of $60,338.
As disclosed in court filings, Binder & Malter is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Heinz Binder, Esq.
Robert G. Harris, Esq.
Binder & Malter, LLP
2775 Park Avenue
Santa Clara, CA 95050
Tel: (408) 295-1700
Fax: (408) 295-1531
Email: Heinz@bindermalter.com
Rob@bindermalter.com
About The Counter Corte Madera
The Counter Corte Madera LP filed its voluntary petition for
Chapter 11 protection (Bankr. N.D. Calif. Case No. 22-30686) on
Dec. 14, 2022, with $272,574 in assets and $1,467,285 in
liabilities. Peter Katz, manager of CI Management LLC, signed the
petition.
Judge Dennis Montali oversees the case.
Binder & Malter, LLP serves as the Debtor's legal counsel.
CRESTWOOD MIDSTREAM: Moody's Rates New Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service rated Crestwood Midstream Partners LP's
(CMLP) new senior unsecured notes Ba3, in line with the issuer's
existing senior unsecured notes. CMLP is a wholly owned subsidiary
of Crestwood Equity Partners LP (CEQP, or together with CMLP,
Crestwood). CEQP's ratings, including the Ba2 Corporate Family
Rating, remain unchanged. The rating outlooks for both entities are
stable.
The proceeds from the proposed notes offering will be used to repay
borrowings under CMLP's revolving credit facility, and therefore
this transaction is essentially debt neutral with limited impact on
Crestwood's interest coverage. The credit facility under Crestwood
Permian Basin Holdings LLC will then be terminated using borrowings
under CMLP's revolving credit facility soon thereafter, and that
entity will become a restricted subsidiary and guarantor of CMLP's
proposed and existing notes.
Assignments:
Issuer: Crestwood Midstream Partners LP
Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)
RATINGS RATIONALE
CMLP's proposed and existing senior notes are rated Ba3 and are
unsecured, effectively subordinated to the claims by its $1.75
billion senior secured revolving credit facility on the company's
assets. The substantial amount of secured debt in the capital
structure results in the notes being one notch below the Ba2 CFR.
CEQP's preferred units are structurally subordinated to the
company's other debt obligations and are rated B1.
Crestwood's Ba2 CFR reflects its basin diversification, good
distribution coverage, and a contract profile with a high portion
of fixed fee and some take-or-pay contracts. The company benefits
from its moderate leverage compared to its peers and its ability to
generate significant free cash flow that will allow the company to
further reduce its debt. Crestwood is constrained by its inherent
volumetric risks in its gathering and processing business, modest
customer counterparty risk and concentration in Bakken Shale.
The stable outlook reflects Crestwood's strong cash flow visibility
underpinned by fee-based contracts that will help the company
maintain its low debt leverage and good distribution coverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Crestwood's ratings could be upgraded if the company increases its
scale while also improving its business profile by reducing
volumetric risk and maintaining cash flow stability. Debt/EBITDA
below 3.5x and good distribution coverage would also be supportive
of an upgrade.
A downgrade of Crestwood's ratings is possible if the company
aggressively increases shareholder returns, engages in debt-funded
acquisitions, or weakens its business profile. Debt/EBITDA above
4.5x could result in a ratings downgrade.
CEQP is a master limited partnership based in Houston, Texas, and
develops, acquires, owns or controls, and operates primarily
fee-based assets and operations with the midstream sector through
its subsidiaries. Its primary operations are in the Bakken shale
and the Powder River and Permian basins.
The principal methodology used in this rating was Midstream Energy
published in February 2022.
DESSERT HOLDINGS: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of BCPE North Star
US Holdco 2 ("Dessert Holdings") including the company's Corporate
Family Rating to Caa1 from B3, Probability of Default Rating to
Caa1-PD from B3-PD, existing first lien senior secured revolver and
term loan ratings to B3 from B2, and existing second lien senior
secured term loan ratings to Caa3 from Caa2. The rating outlook is
negative.
The rating downgrades reflect the company's weaker than expected
operating performance since the Steven Charles acquisition in
December 2021, along with an aggressive acquisition strategy that
has resulted in high leverage and weak liquidity. The company's
EBITDA margin has declined since the Steven Charles acquisition and
debt/EBITDA leverage remains elevated at 9.4x (on a Moody's
adjusted basis) for the 12 month period ended October 1, 2022.
Operating pressure has largely been a result of pricing lagging
commodity cost increases and supply chain disruptions that have
caused manufacturing inefficiencies. The company's liquidity also
deteriorated as the company drew down approximately $68 million on
its revolver over the nine month period ended October 1, 2022,
reducing availability on its $155 million revolver to $64 million.
Despite the company's high leverage and weaker liquidity, Dessert
Holdings completed another acquisition on October 28, 2022 of
Dianne's Fine Desserts for $190 million. This transaction was
relatively leverage neutral based on management's EBITDA estimate
as it was partially financed with rollover equity from management
and new equity from Bain Capital Private Equity, but it consumed a
majority of the company's liquidity as it drew down $50 million on
the revolver to partially fund the acquisition. The drawdown
reduced pro forma availability on the revolver to $14 million.
Moody's views this transaction as very aggressive from a financial
policy standpoint given the use of the revolver and reduction of
liquidity, leaving the company vulnerable with weak liquidity in a
still uncertain operational environment.
In terms of recent performance, the company's topline has been
strong as the company reported 19% revenue growth for the nine
months ended October 1, 2022 compared to the prior year nine month
period (pro forma for the Steven Charles acquisition), which
included an 8% volume contribution, with the remainder driven by
pricing. However, the company's EBITDA margin has been negatively
impacted by inflationary pressure across inputs, transportation,
and labor. Supply chain disruptions, including raw material
availability issues and labor shortages have also negatively
impacted operating performance. Moody's projects revenues to grow
at a slower rate over the next 12-18 months, driven mainly by carry
over pricing and additional pricing taken early in 2023 to offset
inflation. Volumes are projected to grow at a slower rate as
Moody's expects weaker demand in a more challenging macro
environment, particularly in the casual dining channel. Moody's
expects the company's EBITDA margin to improve as pricing catches
up to inflation and manufacturing efficiency improves. However,
certain inputs such as dairy and eggs are still elevated and could
lead to margin and liquidity pressure.
The negative outlook reflects the execution risk that Dessert
Holdings faces to improve its liquidity, restore positive free cash
flow, and materially reduce its debt/EBITDA leverage. Moody's
expects debt/EBITDA leverage to decline over the next 12-18 months
as earnings recover, but to a still elevated level and Moody's
expects liquidity to be very tight in the first half of 2023.
Dessert Holding's weak liquidity reflects limited availability on
its $155 million revolving credit facility, with only $14 million
of availability as of October 1, 2022, pro forma for the Dianne's
acquisition. The company's liquidity is supported by cash on the
balance sheet of roughly $22 million as of October 1, 2022.
Moody's expects free cash flow to be relatively flat in 4Q22,
resulting in projected negative free cash flow of roughly $40
million in fiscal 2022, and a cash balance of $15-20 million at the
end of the year. Moody's projects free cash flow to improve in
fiscal 2023 to positive $10-20 million, which would largely be used
to fund the required $9 million annual term loan amortization and
the roughly $10 million remaining consideration related to the
Steven Charles earnout. Moody's projection of positive free cash
flow in 2023 reflects a full year's contribution from Dianne's,
along with its expectation of an earnings rebound and less of a
cash drag from working capital as inventory is expected to end
fiscal 2022 at a better level than it did in 2021. The company also
benefits from meaningful interest rate hedges that partially
mitigate the impact of rising rates.
However, Moody's expects liquidity to be very tight in 1Q23 due to
a potential working capital cash drag and an estimated $10 million
payment related to the Steven Charles earnout, resulting in a
significant reduction of liquidity (including cash and revolver
availability). If working capital needs or operating performance
are worse than expected, the company's liquidity may not be
sufficient to meet its cash needs. Alternative sources of liquidity
are limited as the company completed a sale leaseback transaction
on four of its manufacturing facilities in December 2021 that
generated roughly $100 million of proceeds. However, the Dianne's
acquisition added two additional facilities to the company's
manufacturing footprint that could be used for liquidity through a
sale leaseback transaction. While this type of transaction would
reduce collateral available to lenders, it could improve the
company's tight liquidity.
The company has no meaningful debt maturities until the revolving
credit facility expires in June 2026. The revolving credit facility
contains a springing first lien net leverage covenant that is
triggered when drawings exceed 35% of the amount of the revolver
size, or approximately $54 million. Moody's expects the covenant to
be triggered over the next 12 months, but expects the company to be
in compliance due to a highly adjusted credit agreement EBITDA
calculation, including the ability to add-back projected cost
savings. The company's capital structure includes a significant
amount of second lien debt that is not included in the covenant
calculation. The term loans have no financial maintenance
covenants.
The following ratings/assessments are affected by the action:
Downgrades:
Issuer: BCPE North Star US Holdco 2
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD
from B3-PD
Senior Secured 1st Lien Revolving Credit Facility,
Downgraded to B3 (LGD3) from B2 (LGD3)
Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3)
from B2 (LGD3)
Senior Secured 1st Lien Delayed Draw Term Loan,
Downgraded to B3 (LGD3) from B2 (LGD3)
Senior Secured 2nd Lien Delayed Draw Term Loan,
Downgraded to Caa3 (LGD6) from Caa2 (LGD6)
Senior Secured 2nd Lien Term Loan, Downgraded to
Caa3 (LGD6) from Caa2 (LGD6)
Outlook Actions:
Issuer: BCPE North Star US Holdco 2
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The Caa1 CFR reflects the company's high financial leverage and
weak liquidity, including weak free cash flow and limited
availability on its $155 million revolving credit facility. Pro
forma for the Dianne's acquisition, the company's debt/EBITDA
leverage remains very high in the mid 9x range for the 12 month
period ended October 1, 2022, with availability on the revolver of
only $14 million and cash on hand of $22 million. The company's
high leverage is of particular concern given the company's small
size and relatively narrow product focus. The credit profile also
reflects Dessert Holdings' aggressive acquisition strategy under
private equity ownership. The company's weak credit metrics are
largely a result of the company's aggressive financial strategy and
the negative impact from inflationary pressures and supply chain
disruptions. These credit challenges are partially balanced by the
company's solid EBITDA margin, leading position in narrowly defined
bakery categories, and strong customer base with long-standing
relationships. The company's solid EBITDA margin is primarily the
result of the company's ability to differentiate itself by offering
premium desserts at scale to its in-store bakery and foodservice
customers.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A rating upgrade could occur if Dessert Holdings is able to improve
operating performance, including generating a higher EBITDA margin,
and improve liquidity, highlighted by increased revolver
availability and consistently positive free cash flow. Dessert
Holdings would need to also decrease its debt/EBITDA leverage
towards 7.0x or below.
A rating downgrade could occur if Dessert Holding's weak liquidity
position deteriorates further, free cash flow remains negative,
earnings fail to recover, or the company pursues a more aggressive
financial policy. A downgrade could also occur if debt/EBITDA
leverage remains elevated.
ESG CONSIDERATIONS
ESG considerations have a highly negative credit impact (CIS-4) on
Dessert Holdings' rating. The CIS score reflects the weight placed
on Dessert Holdings' governance, including its private equity
ownership and Moody's expectation for an aggressive financial
policy. The company is also moderately negatively exposed to
environmental and social risks.
Dessert Holdings' credit exposure to environmental risks is
moderately negative (E-3). Moderately negative exposure to natural
capital risks reflects the company's reliance on many agricultural
inputs (including dairy products, sugar and others) that require
use of land and fertilizers that could harm the environment, and
which could additionally be affected by climate change. The company
also has moderately negative exposure to waste and pollution risks
as it creates waste in food manufacturing, packaging, and disposal.
Regulations and consumer preferences are likely to evolve to reduce
packaging or improve recyclability or biodegradability of
packaging, which could increase the cost of compliance in the
future.
Dessert Holdings' credit exposure to social risks is moderately
negative (S-3). Moderately negative exposure to customer relations
and responsible production risks reflects the need to invest in
product development and marketing to maintain relevance with
consumers and minimize exposure to potential litigation related to
product labeling, marketing, recalls, and contamination. A majority
of Dessert Holdings' business is private label, where brand
perception is less of a risk, but product quality is a key
attribute that retail and foodservice partners look for when
choosing a supplier, so reputational risk important. Moderately
negative health & safety risks reflect Dessert Holdings' exposure
as a food manufacturer to protect employees from workplace injuries
and from health concerns that could arise from contact with raw
materials and chemicals. The company has neutral-to-low exposure to
demographic and societal trends as social trends toward healthier
lifestyles and food consumption could weaken demand for the
company's products, partially offset by consumers' desire for
premium and clean label foods.
Dessert Holdings' credit exposure to governance risks is highly
negative (G-4). This reflects Dessert Holdings' private equity
ownership by Bain Capital and Moody's expectation for an aggressive
financial policy, including high leverage along with the potential
for debt funded acquisitions and dividends. Concentrated decision
making creates potential for event risk and decisions that favor
shareholders over creditors.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
BCPE North Star US Holdco 2 ("Dessert Holdings") based in St. Paul,
Minnesota is a leading manufacturer of premium frozen desserts. The
company sells dessert cakes, cheesecakes, cake pops, brownies,
bars, and cookies to retail and foodservice customers across the US
and Canada. Dessert Holdings operates under five brands: The
Original Cakerie, Lawler's Desserts, Atlanta Cheesecake Company,
Steven Charles, and Dianne's Fine Desserts. The company was
acquired by investment funds associated with Bain Capital Private
Equity in June 2021.
DEXTER GROUP: Gets OK to Hire Duerr & Cullen CPAs as Accountant
---------------------------------------------------------------
Dexter Group Investments, Inc. received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Duerr
& Cullen CPAs, P.A. as its accountant.
The Debtor requires an accountant to prepare its tax returns and
provide general accounting and tax consulting services.
Duerr & Cullen will be paid $250 per hour for senior accountants,
and $100 per hour for junior accounting staffs. The firm received
an advance retainer of $10,000.
As disclosed in court filings, Duerr & Cullen is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
John Cullen, CPA
Duerr & Cullen CPAs, P.A.
1304 N. Maitland Avenue
Maitland, FL 32751
Tel: (407) 644-6968
Fax: (407) 644-6946
Email: admin@dccpas.net
About Dexter Group Investments
Dexter Group Investments, Inc. owns a multiple-unit commercial
building consisting of retail stores located at 319 Brevard Avenue,
Cocoa, Fla.; and residential real property located at 2909 Carver
St., Mims, Fla., with a 1,218-square-foot multiple living unit
(duplex).
Dexter Group Investments filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 22-04113) on Nov. 18, 2022, with between $1 million and
$10 million in both assets and liabilities. Aaron R. Cohen has been
appointed as Subchapter V trustee.
Judge Grace E. Robson oversees the case.
Justin M. Luna, Esq., at Latham, Luna, Eden & Beaudine, LLP and
Duerr & Cullen CPAs, P.A. serve as the Debtor's legal counsel and
accountant, respectively.
DIAMOND CREEK: Seeks to Hire Macdonald Fernandez as Legal Counsel
-----------------------------------------------------------------
Diamond Creek Villa LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to hire Macdonald
Fernandez LLP as its general bankruptcy counsel to assist it in
administering the estate.
The Debtor has determined to substitute Macdonald Fernandez LLP in
place of Paul E. Manasian of Law Offices of Paul E. Manasian, who
has agreed to the substitution.
The firm will be paid at these hourly rates:
Partners $550
Associate Attorneys $335 - $450
Paralegals $175
Macdonald Fernandez LLP is a "disinterested person" within the
meaning of 11 U.S.C. Sec. 101(14) and as required by 11 U.S.C. Sec.
327(a), according to court filings.
The firm can be reached through:
Iain A. Macdonald, Esq.
Macdonald Fernandez LLP
221 Sansome Street, 3rd Floor
San Francisco, CA 94104
Tel. (415) 362-0449
Fax (415) 394-5544
Email: iain@macfern.com
About Diamond Creek Villa
Diamond Creek Villa LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-51125) on
Dec. 14, 2022. In the petition filed by Mark Allen, as manager,
the Debtor reported assets and liabilities between $10 million and
$50 million.
The case is overseen by Honorable Bankruptcy Judge M. Elaine
Hammond.
The Debtor is represented by Macdonald Fernandez LLP.
DISPENSER BEVERAGES: Starts Subchapter V Bankruptcy Proceeding
--------------------------------------------------------------
Dispenser Beverages Inc. filed for chapter 11 protection in the
Middle District of Florida. The Debtor elected on its voluntary
petition to proceed under Subchapter V of chapter 11 of the
Bankruptcy Code.
The Debtor operates a beverage distribution and dispenser beverage
machine servicing company with a primary business address of 3810
Drane Field Road, Bays 1-2, Lakeland, Florida 33811. DBI owns and
services dispenser beverage machines that it leases or rents to
customers throughout the United States. DBI also offers customers
proprietary coffee and other beverages through Anthem Brands, a
wholly owned subsidiary of DBI.
DBI operates primarily out of 3810 Drane Field Road, Bays 1-2,
Lakeland, Florida 33811, which it leases.
The global COVID-19 pandemic upended DBI's business model and the
dispenser beverage industry in general. Pre-COVID, a significant
portion of the Debtor's customers operated large cafeteria-style
restaurants and eateries. During the pandemic, those customers
either shut down operations entirely, or they significantly scaled
down their operations, causing DBI to lose significant revenue.
Additionally, the dispenser beverage industry has also changed
recently. There has been an unbundling of the equipment, service,
and beverage supply components of the business. DBI previously
offered one-stop-shopping: a customer could have a dispenser
machine installed by DBI, which DBI would then service on a monthly
basis, and DBI would be the exclusive provider of all beverages run
through its equipment. Now, customers have de-coupled the
equipment and service component from the beverage supply (often in
direct violation of their contractual agreements with DBI).
The confluence of these factors has led to a steep decline in DBI's
revenues since 2020, causing DBI to be unable to make payments to
many of its creditors. Most notably, after DBI defaulted on its
loan with BankUnited, BankUnited engaged in scorched earth and
costly litigation, which remains pending as of the Petition Date.
Recently, multiple smaller creditors have obtained judgments and
pursued various post-judgment collection remedies, including
garnishing a DBI bank account multiple times.
In sum, DBI needs the breathing room afforded by the automatic stay
to re-establish positive cash flow, assess its business plan, and
to propose a plan of reorganization to deal with all of its
liabilities.
According to court filings, Dispenser Beverages estimates $1
million to $10 million in debt to 50 to 99 creditors. The petition
states that funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Feb. 15, 2023, at 2:30 PM. Call in Number: 866-910-0293. Passcode:
7560574.
Proofs of claim are due by March 23, 2023.
About Dispenser Beverages
Dispenser Beverages Inc. operates a beverage distribution and
dispenser servicing company with a primary business address of 3810
Drane Field Road, Bays 1-2, Lakeland, Florida 33811. Dispenser
Beverages is a provider of "one stop" beverage solutions for those
in the Education, Military, Healthcare, and Hospitality industries.
The Company's DispenServe service offers managed service programs
for the installation, repair and maintenance of beverage
dispensers.
All Florida Safety Institute filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 23-00088) on Jan. 12, 2023. In the petition filed by
Vincent Bacolini, as director, the Debtor reported assets and
liabilities between $1 million and $10 million.
Michael C Markham has been appointed as Subchapter V trustee.
The Debtor is represented by:
Christopher R Thompson, Esq.
Burr & Forman, LLP
3810 Drane Field Road, Bay 1
Lakeland, FL 33811
EAST BROADWAY: Secured Creditor Files Liquidating Plan
------------------------------------------------------
Bank of Hope f/k/a BBCN Bank, secured creditor for the chapter 11
estate of East Broadway Mall, filed a proposed Plan of Liquidation
and a Disclosure Statement for the Debtor.
The Plan provides the mechanism, timing, and details of all
treatment and payment of creditor claims. It is the blueprint for
the liquidation and distribution of the Debtor's assets for the
benefit of the Debtor's creditors.
The Plan provides for the assumption and assignment of the Debtor's
remaining interest in the Lease to the Approved New Tenant in
accordance with the provisions of the Term Sheet and the June 21,
2022 Stipulation and Order. In late summer 2022, the Debtor
submitted a revised proposal to the City and BOH for the Debtor to
be permitted to remain as the tenant under the Lease pursuant to
certain proposed amendments. BOH has been advised that as of
December 6, 2022, the City has determined to reject the Debtor's
revised proposal, and prefers to go forward with the assignment to
Broadway East Group, LLC as the Approved New Tenant, as set forth
in the Plan. BOH has filed the Plan in order to effectuate the
transaction with Broadway East Group, LLC as the Approved New
Tenant.
BOH reserves the right to propose additional changes to this Plan
in accordance with a Plan Supplement that will be filed prior to
the hearing on confirmation of the Plan. The Plan Supplement will
include the term sheet and/or the new lease, if they have not been
provided earlier.
BOH believes the Plan will provide the best possible return to
Holders of Claims and Interests and is in the best interests of the
Debtor, its Creditors, and Interest Holders.
Under the Plan, Class 3 Priority Unsecured Claims total $8,794,245.
The IRS alleges it has a Priority Tax Claim under 11 U.S.C.
507(a)(8) for estimated taxes in the amount of $283,912.00, which
is; NYS Department of Taxation and Finance alleges that a portion
of its claim is a Priority Tax Claim for estimated taxes in the
amount of $14,007.22; NYC Department of Finance alleges it has a
Priority Tax Claim under 11 U.S.C. 507(a)(8) for unpaid taxes in
the amount of $665,731.12; these alleged claims are in Class 3A.
BOH is unaware of any other Priority Claims. However, if any
non-tax Priority Claims are filed, those Claims will be in Class
3B.
Class 4 Non-Priority Unsecured Claims total $35,231.00 and consists
of unsecured claims that are not "priority" unsecured claims,
including the Super-Priority adequate protection claim of BOH
(Class 4A), the Claim of the City, which will be waiving its Claim
in order to allow other Unsecured Creditors to receive Distribution
under the Plan, and any other any other unsecured Claims that are
not "priority" unsecured claims, including the unsecured deficiency
claim of BOH and any unsecured claims listed in Debtor's Petition
under Schedule F approximately in the amount of $35,000 and for any
other filed Proofs of Claims that become allowed Claims (Class 4B).
Class 4C is a convenience class for any Creditor in classes 2, 3,
or 4 that elect to receive a 10% distribution on its Allowed Claim
capped at $2,000.
The Plan Administrator shall, in an expeditious but orderly manner
liquidate and convert to cash the assets of Debtor, make timely
Distributions, and not unduly prolong the duration of Debtor. In
so doing, the Plan Administrator shall exercise its reasonable
business judgment in liquidating the assets of Debtor to maximize
recoveries. The liquidation of such assets of Debtor may be
accomplished through the sale of the assets of Debtor (in whole or
in combination, and including the sale of any Causes of Action),
through the prosecution, compromise and settlement, abandonment, or
dismissal of any or all claims or Causes of Action, or otherwise.
A hearing on the confirmation of the Plan is scheduled for March 1,
2023 at 10:00 a.m. at the United States Bankruptcy Court for the
Southern District of New York, 1 Bowling Green, New York, NY 1004.
The deadline to vote on the plan is February 22, 2023at 4:00 p.m.
(prevailing Eastern Time).
The deadline to object to the Plan is February 22, 2023, at 4:00
p.m. (prevailing Eastern Time).
Attorneys for Bank of Hope:
James M. Sullivan, Esq.
Robert J. Malatak, Esq.
WINDELS MARX LANE & MITTENDORF, LLP
156 West 56th Street
New York, NY 10019
Telephone: (212) 237-1000
E-mail: jsullivan@windelsmarx.com
rmalatak@windelsmarx.com
A copy of the Disclosure Statement dated Jan. 11, 2023, is
available at https://bit.ly/3XqF6v1 from PacerMonitor.com.
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.
ECO-PRESERVATION SERVICES: Taps Carr Riggs & Ingram as Accountant
-----------------------------------------------------------------
ECO-Preservation Services, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Carr Riggs & Ingram, LLC as its accountant.
The Debtor requires an accountant to assist with financial
record-keeping; gather tax basis information needed for purposes of
income tax preparation; and prepare necessary returns.
The firm will be paid at these rates:
Ben J. Schillaci $345 per hour
Managers $260 per hour
Supervising Seniors $200 to $250 per hour
Senior Managers $300 per hour
Staff Accountants $160 to $180 per hour
Clerical Staffs $80 to $125 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Ben Schillaci, a certified public accountant at Carr Riggs &
Ingram, disclosed in court filings 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:
Ben J. Schillaci
Carr Riggs & Ingram, LLC
3700 Colonnade Parkway, Suite 300
Birmingham, AL 35243
Tel: (205) 933-7822
About ECO-Preservation Services
ECO-Preservation Services, LLC is a provider of water, sewage and
other systems. The company is based in Leeds, Ala.
ECO-Preservation Services filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 22-02429) on
Oct. 5, 2022. In the petition filed by its managing member, J.
Michael White, the Debtor reported between $1 million and $10
million in both assets and liabilities.
The case is jointly administered with the Chapter 11 cases filed by
SERMA Holdings, LLC (Bankr. N.D. Ala. Case No. 22-02430) and Mr.
White (Bankr. N.D. Ala. Case No. 22-02431) on Oct. 5, 2022. SERMA
Holdings listed up to $50,000 in assets and up to $10 million in
debt.
Judge D. Sims Crawford oversees the Debtor's bankruptcy case.
The Law Offices of Harry P. Long, LLC, Jim Pino & Associates, PC,
and Carr Riggs & Ingram, LLC serve as the Debtor's bankruptcy
counsel, special counsel and accountant, respectively.
ECO-PRESERVATION SERVICES: Taps Jim Pino as Special Counsel
-----------------------------------------------------------
ECO-Preservation Services, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ Jim
Pino & Associates, PC as special counsel.
The Debtor needs the firm's legal assistance in lawsuits currently
filed against it and on appeal to the 11th Circuit.
The firm will be paid at the rate of $350 per hour.
Jim Pino, Esq., a partner at Jim Pino & Associates, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jim Pino, Esq.
Jim Pino & Associates, PC
363 Canyon Park Drive
Pelham, AL 35214
Tel: (205) 663-1581
About ECO-Preservation Services
ECO-Preservation Services, LLC is a provider of water, sewage and
other systems. The company is based in Leeds, Ala.
ECO-Preservation Services filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 22-02429) on
Oct. 5, 2022. In the petition filed by its managing member, J.
Michael White, the Debtor reported between $1 million and $10
million in both assets and liabilities.
The case is jointly administered with the Chapter 11 cases filed by
SERMA Holdings, LLC (Bankr. N.D. Ala. Case No. 22-02430) and Mr.
White (Bankr. N.D. Ala. Case No. 22-02431) on Oct. 5, 2022. SERMA
Holdings listed up to $50,000 in assets and up to $10 million in
debt.
Judge D. Sims Crawford oversees the Debtor's bankruptcy case.
The Law Offices of Harry P. Long, LLC, Jim Pino & Associates, PC,
and Carr Riggs & Ingram, LLC serve as the Debtor's bankruptcy
counsel, special counsel and accountant, respectively.
EMB BILLING: Has Deal on Cash Collateral Access
-----------------------------------------------
EMS Billing Solutions, Inc., a Colorado corporation, Funding Circle
aka FC Marketplace and Bankers Health Group advise the U.S.
Bankruptcy Court for the District of Colorado that they have
reached an agreement regarding the Debtor's use of cash collateral
and now desire to memorialize the terms of this agreement into an
agreed order.
As of the Petition Date, the Debtor had in its possession $13,405
in accounts. Of that portion, approximately $4,481 represents
likely collectable funds "less than net 90 days." Additionally, the
Deposit Account balances reflect the approximate amount of $50,433.
Of that amount, approximately $30,000 are funds held for clients pr
customers (funds owed to medical providers).
The Lenders consent to the Debtor's use of the cash collateral and
the Debtor agrees to pay the Lenders, each, $225 per month
commencing February 5, 2023, as a form of adequate protection. Per
the Court's order of January 17, 2023, the Debtor may use up to
$16,826. Thereafter, subject to a final hearing, the Lenders
consent to the use of cash collateral established by the Court, and
up to 15% in excess of that amount, without further Court order.
As adequate protection, the Lenders will be granted valid, first
priority and automatically perfected postpetition replacement liens
and security interests in all property which the Debtor or the
estate had as of, or may acquire after, the Petition Date and upon
which the Lenders did not have a perfected lien or security
interest, subject only to statutory tax liens to the extent
provided by applicable non-bankruptcy law, in the amount and only
to the extent of a diminution in the value of the cash collateral
following the Petition Date.
The liens and security interests granted will be automatically
valid, perfected and enforceable against the replacement lien
collateral as of the Petition Date and thereafter without further
filing or recording of any document or instrument or the taking of
any further action.
As further adequate protection, the Lenders will be granted a
super-priority administrative expense claim under section 507(b) of
the Bankruptcy Code to the extent that the provision of adequate
protection by virtue of the provision of replacement liens, monthly
payments and security interests are insufficient to compensate for
any diminution in the value of Lenders' interest in the cash
collateral measured as of the Petition Date.
The replacement liens and security interests granted and any
super-priority administrative expense claim awarded or afforded to
Lenders will be subordinate and subject to the payment of any fees
and expenses incurred and awarded to (a) Debtor's professionals
retained pursuant to Bankruptcy Court order and (b) Mark Dennis,
Subchapter V Trustee, as well as fees owed pursuant to 28 U.S.C.
section 1930(a)(6) and subject to any post-petition expenses
actually paid during the course of the Chapter 11 case.
The Debtor's right to use cash collateral will expire upon any of
these events:
a. Entry of an order under Bankruptcy Code section 1191,
including conversion of the case to a case under Chapter 7 or
dismissal of the case;
b. Entry of an order under Bankruptcy Code section 362(d) in
favor of any person other than Lenders and materially affecting any
of the property constituting part or all of Lenders' collateral or
materially affecting Lenders' liens;
c. Entry of an order under Bankruptcy Code section 364 granting
any person a lien on any assets of the estate equal to or senior to
Lenders' liens, without the Lenders' express prior written consent
or Court Order; and
d. Closing of a sale of all or substantially all of the assets
of Debtor and/or the estate under Bankruptcy Code section 363,
which sale includes the Building or a substantial portion thereof,
with the amounts owing under the Loan Documents and the Agreement
not being paid in full in full at such closing.
A copy of the stipulation is available at https://bit.ly/3XpnxvN
from PacerMonitor.com.
About EMS Billing Solutions, Inc.
EMS Billing Solutions, Inc. is engaged in the business of medical
billing. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 22-15088) on December 30,
2022. In the petition signed by Gaylene Garcia-Kabel, president,
the Debtor disclosed up to $100,000 in assets and up to $1 million
in liabilities.
Bankruptcy Judge Elizabeth E. Brown oversees the case.
Sean Cloyes, Esq., at Berken Cloyes, PC, represents the Debtor as
legal counsel.
FAITH BRIDGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Faith Bridge, Inc.
d/b/a Christian Planner
91 Willow Avenue
Huntington, NY 11743
Business Description: Faith Bridge is a publisher of Christian
Planner line of organizer products.
Chapter 11 Petition Date: January 19, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-70198
Judge: Hon. Robert E. Grossman
Debtor's Counsel: Michael J. Kasen, Esq.
KASEN & KASEN, P.C.
115 Broadway
5th Floor
New York, NY 10006
Tel: 646-397-6226
Fax: 646-786-3611
Email: mkasen@kasenlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Victor Delacruz as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/33FVMZQ/Faith_Bridge_Inc__nyebke-23-70198__0001.0.pdf?mcid=tGE4TAMA
FARAJI ENTERPRISE: Taps Williamson Realty as Property Manager
-------------------------------------------------------------
Faraji Enterprise, lLLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire Williamson
Realty Solutions. Inc. as its property manager.
The Debtor requires the assistance of a property management company
to collect amounts owed and to oversee the maintenance of common
areas.
The firm's services include:
a. collecting monthly assessments and other charges due to the
Debtor for the operation of its property;
b. collecting rental or other payments from unit owners and
tenants;
c. collecting payments due from third parties to the Debtor;
d. maintaining a comprehensive report of payment delinquencies
for assessments and other charges due and providing the same to the
Debtor;
e. paying obligations incurred by the Debtor with respect to
the maintenance and operation of the condominium property;
f. maintaining monthly records showing all receipts and
disbursements and provide the same to the Debtor;
g. preparing annual summary of receipts and disbursements;
h. preparing recommended budget prior to each fiscal year;
i. maintaining common areas and elements of the condominium
property;
j. hiring, paying and supervising association staff;
k. negotiating and administering contracts for services,
improvements, maintenance, utilities, and repairs to the
condominium property;
l. maintaining insurance coverages on behalf of the Debtor;
and
m. investigating and making written reports as to all
accidents and claims for property damage and personal injury.
The firm will charge a flat fee of $1,200 per month.
Williamson is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Kim Williamson
Williamson Realty Solutions Inc
900 E 162nd St Ste 207
South Holland, IL 60473
Phone: (708) 596-6771
About Faraji Enterprise
Faraji Enterprise, lLLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14998) on
Dec. 30, 2022, with $500,001 to $1 million in assets and $100,001
to $500,000 in liabilities. Judge Deborah L. Thorne oversees the
case.
William E. Jamison, Jr., Esq., at the Law Office William E. Jamison
& Associates represents the Debtor as counsel.
FARMA SCI LIFE: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
Farma Sci Life, Inc. asks the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, for
authority to use cash collateral in accordance with the budget,
with a 10% variance, for a period of thirty days from the entry of
an interim order.
The Debtor requires the use of cash collateral to fund the
necessary operating expenses of its business.
The creditors that may have an interest in the Debtor's cash
collateral are:
(a) Headway Capital;
(b) Everest Funding Group;
(c) Pearl Funding;
(d) BRMS, LLC;
(e) TD Bank, N.A;
(f) Fountainhead SBF, LLC; and
(g) the United States Small Business Administration.
In order to finance its operations, the Debtor previously entered
into a series of agreements with several providers of merchant cash
advances, wherein such providers purported to take a security
interest in the Debtor's accounts and/or other assets. The Debtor
has listed prepetition debts—which the Debtor disputes—to the
following providers of merchant cash advances:
a. Headway Capital - $76,346;
b. Everest Funding Group - $115,000;
c. Pearl Funding - $154,000; and
d. BRMS, LLC - $100,000.
While several UCC-1 financing statements have been filed in the
Florida Secured Transaction Registry listing the Debtor, none have
been filed listing any of the MCA's as a secured party. Moreover,
the Debtor believes that the debts asserted by the MCA's are
unenforceable due to the terms of the agreements being criminally
usurious. Accordingly, it is unclear which, if any, of the MCA's
have a perfected security interest in any of the Debtor's assets
and cash collateral.
As of the Petition Date, the Debtor estimates: (a) the book value
of its accounts receivable at $549,920; (b) the book value of its
inventory at $713,349; and (c) the book value of its furniture and
equipment at $106,521.
The Debtor is also obligated to the United States Small Business
Administration for $2 million after having received an Economic
Injury Disaster Loan from the SBA. Finally, the Debtor received,
pre-Petition, forgivable Paycheck Protection Program loans from TD
Bank, N.A and Fountainhead SBF, LLC in the respective amounts of
$512,500 and $460,360, which the Debtor has listed as contingent
claims. However, neither the SBA nor the PPP Lenders are listed as
secured parties in any financing statements filed in the Florida
Secured Transaction Registry listing the Debtor, and as such, it
does not appear that the SBA or the PPP Lenders have a perfected
security interest in any of the Debtor's assets and cash
collateral.
All creditors which may claim an interest in cash collateral are
adequately protected by virtue of the fact that the Debtor will be
operating on a cash flow positive basis, and additional adequate
protection is proposed in the form of replacement liens.
The Debtor also requests the court to conduct a hearing on the
matter on or before January 20, 2023.
A copy of the motion is available at https://bit.ly/3WndC8D from
PacerMonitor.com.
About Farma Sci Life, Inc.
Farma Sci Life, Inc. manufactures, distributes and engages in the
online sale of cannabidiol (CBD) and Delta 8 tetrahydrocannabinol
consumer products sold under the Blue Moon Hemp brand name.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10398) on January 18,
2023. In the petition signed by John M. Maloney, Jr., president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the
Debtor as legal counsel.
FIGUEROA MOUNTAIN: Court OKs 18th Cash Collateral Stipulation
-------------------------------------------------------------
Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central
District of California approved the 18th stipulation between
Figueroa Mountain Brewing, LLC, on the one hand, and secured
creditors, White Winston Select Asset Funds, LLC and SCS
Acquisition LLC, as successor in interest to Montecito Bank &
Trust, on the other hand, over the Debtor's use of cash
collateral.
The Debtor is authorized to use cash collateral, on a final basis,
through the earlier of (a) January 31, 2023, or (b) the date on
which the Debtor's cash on hand falls below the Cash Floor set at
$500,000.
During the period, the Debtor is permitted to use cash collateral
solely to pay ordinary business expenses, taxes, expenses owing to
the Clerk of the Bankruptcy Court and fees owing the Office of the
United States Trustee as they come due, roughly in accordance with
prior Budgets attached to previous approved cash collateral
stipulations among the Parties.
White Winston and SCS will continue to receive replacement liens in
post-petition collateral, as adequate protection, pursuant to the
terms of the 18th Stipulation.
A copy of the order is available for free at https://bit.ly/3wa1Q6W
from PacerMonitor.com.
About Figueroa Mountain Brewing LLC
Founded in 2020, Figueroa Mountain Brewing, LLC --
https://www.figmtnbrew.com/ -- is in the business of manufacturing
beer with principal place of business in Buellton, Calif.
Figueroa Mountain Brewing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11208) on Oct. 5,
2020. Jaime Dietenhofer, the company's manager, signed the
petition.
At the time of filing, the Debtor had estimated assets of between
$1 million and $10 million and liabilities of the same range.
Judge Martin R. Barash oversees the case.
Lesnick Prince & Pappas LLP is the Debtor's legal counsel.
FTX TRADING: New Leadership Rectifying Operational Failures
------------------------------------------------------------
Haute Lawyer reports that during a Delaware bankruptcy hearing, a
judge approved procedures to market some assets of bankrupt
cryptocurrency exchange FTX, with attorneys claiming the company
has located an additional $5 billion in cash and liquid crypto
assets since filing for bankruptcy in November.
During the second-day hearing in Wilmington, Delaware, FTX attorney
Andrew G. Dietderich updated the bankruptcy court on steps new
leadership has taken to rectify the operational failures that led
the digital asset exchange to seek Chapter 11.
These steps include identifying more than nine million customer
portfolios holding about $20 billion of various digital assets.
Those located funds exclude almost $450 million in digital assets
currently in the custody of the Securities Commission of The
Bahamas.
"The debtors filed for Chapter 11 60 days ago. The level of
activity since has been extraordinary," Dietderich explained to
U.S. Bankruptcy Judge John T. Dorsey. "This will put us in a
position to describe the financial results of the debtors
accurately for the first time."
Sam Bankman-Fried, co-founder and former CEO, is currently free on
a $250 million bond after being indicted, arrested and extradited
from the Bahamas to the U.S. on charges of wire and securities
fraud and money laundering.
"Maybe it was only four people who committed this allegedly massive
fraud of billions of dollars and no one else at the organization
knew about it," Sarkessian argued. "But there needs to be an
investigation before those causes of action are sold."
Dietderich said the debtors have yet to make a decision on any
sales and will be entertaining offers from interested bidders to
determine the appropriate track forward.
"We have not made a decision to sell anything and we're not asking
for your permission to sell anything today," Dietderich stated.
"This is part of a process to look across all of our options with a
difficult set of assets."
The court also granted a contested motion from the debtor to file
certain documents under seal to protect the personal information of
creditors and customers, saying FTX had adequately shown there are
extraordinary circumstances that justify the redactions of the
information. Specifically, Judge Dorsey agreed to allow for the
redaction for the next three months — down from the six months
requested by the debtor -- to allow parties to try and decipher
which creditors are customers of FTX and which are more traditional
creditors.
Judge Dorsey made this decision after outlining how said customer
information is a valuable asset of the debtor that comprises
sensitive trade secrets in the case.
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 amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
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.
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel.
FTX TRADING: Says $5.5 Billion of Liquid Assets Identified
----------------------------------------------------------
FTX Trading Ltd. and its affiliated debtors (together, the "FTX
Debtors") on Jan. 17, 2023, disclosed that their top level
management and advisors met with the members of and advisors to the
Official Committee of Unsecured Creditors (the "UCC") in their
chapter 11 cases as part of their ongoing efforts to share
preliminary information obtained since the commencement of the
chapter 11 cases on November 11, 2022 (the "Petition Date"), and to
provide an update regarding asset recovery efforts to date.
A presentation was used in the meeting with the UCC, which the FTX
Debtors will file on the docket in the chapter 11 cases. The
presentation highlights that a total of approximately $5.5 billion
of liquid assets have been identified, comprised of $1.7 billion of
cash, $3.5 billion of crypto assets and $0.3 billion of securities.
The presentation also provides details with respect to the assets
and property of the FTX Debtors, including cash, digital assets,
investment securities, real estate, investments, businesses and
other property. All stakeholders are invited to review the
presentation, which the UCC is doing as well.
The FTX Debtors also confirmed that, based on current estimates of
the amount of digital assets associated with the FTX.com and FTX US
exchanges as of the Petition Date, there is a substantial shortfall
of digital assets at both exchanges.
With respect to FTX.com, the FTX Debtors have identified
approximately $1.6 billion of digital assets associated with
FTX.com as of the Petition Date, $323 million of which was subject
to unauthorized third-party transfers post-petition, $426 million
of which was transferred to cold storage under the control of The
Securities Commission of The Bahamas, $742 million of which is in
cold storage under the control of the FTX Debtors, and $121 million
of which is pending transfer to cold storage under the control of
the FTX Debtors. The assets identified as of the Petition Date are
substantially less than the aggregate third-party customer balances
suggested by the electronic ledger for FTX.com.
With respect to the FTX US exchange, the FTX Debtors have
identified approximately $181 million of digital assets associated
with FTX US as of the Petition Date, $90 million of which was
subject to unauthorized third-party transfers post-petition, $88
million of which is in cold storage under the control of the FTX
Debtors, and $3 million of which is pending transfer to cold
storage under the control of the FTX Debtors. The assets identified
as of the Petition Date are substantially less than the aggregate
third-party customer balances suggested by the electronic ledger
for FTX US.
All dollar values noted herein were determined by the FTX Debtors
using preliminary pricing information from the FTX order book at
the Petition Date. The FTX Debtors continue to attempt to secure
assets that may be associated with the exchanges and to trace
digital assets back to the exchanges wherever possible.
"We are making important progress in our efforts to maximize
recoveries, and it has taken a Herculean investigative effort from
our team to uncover this preliminary information," said John J. Ray
III, the Chief Executive Officer and Chief Restructuring Officer of
the FTX Debtors. "We ask our stakeholders to understand that this
information is still preliminary and subject to change. We will
provide additional information as soon as we are able to do so."
More information, including the presentation shared during this
meeting, can be found on the docket of the chapter 11 cases and
posted on the quick links section of the FTX Debtors Kroll site at
https://cases.ra.kroll.com/FTX/.
All information in the presentation and referenced above is
preliminary and subject to material change.
Advisors
The FTX Debtors are represented by Sullivan & Cromwell LLP as legal
counsel and are assisted by Alvarez & Marsal North America, LLC as
financial advisor, Perella Weinberg Partners LP as investment
banker, Quinn Emanuel Urquhart & Sullivan, LLP as special counsel
and Landis Rath & Cobb LLP as Delaware counsel. The UCC is
represented by Paul Hastings LLP as legal counsel, FTI Consulting
as financial advisor, Jefferies LLC as investment banker and Young
Conaway Stargatt & Taylor LLP as Delaware counsel.
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: Xclaim Has Platform for Monetizing Crypto Claims
-------------------------------------------------------------
Xclaim, the only independent trading platform for crypto assets
locked by bankruptcy, on Jan. 19 disclosed that thousands of
customers of several bankrupt crypto exchanges, including FTX,
BlockFi, Celsius and Voyager have listed their accounts for sale,
representing more than $200 million of crypto assets. Xclaim
enables crypto account holders to recover the market value of
accounts that are inaccessible during the pendency of a
bankruptcy.
Founded in 2018 by Matthew Sedigh, Xclaim operates a marketplace
for crypto traders to unlock the value of their frozen accounts by
settling their account for cash. While bankruptcy can be a
painstakingly slow and complex process, Xclaim offers a
market-based solution for account holders to access immediate
liquidity.
Currently, approximately $30 billion of crypto bankruptcy claims
are held by more than 15 million account holders globally. By
connecting the buyers and sellers of these frozen accounts in a
competitive marketplace, Xclaim ensures that market participants
have access to the most accurate data and are transacting at
open-market prices.
"I've spent my entire career helping parties navigate how to
recover maximum value in difficult, complex situations," says
Matthew Sedigh. "Bankruptcy is usually a painful process,
especially for those that have to wait years to recover their own
property. Our mission at Xclaim is to provide a new alternative to
that frustration. We are giving people a choice to act for their
own best interest."
About Xclaim
Xclaim -- http://www.x-claim.com-- operates the only independent
online trading platform for crypto bankruptcy claims. With the
largest network of buy-side traders, crypto account holders can
trust the competitive and transparent solution of an open-market
platform to deliver the highest price and most favorable terms.
Xclaim is relentlessly focused on helping its customers unlock
value and better allocate risk amid rapidly changing market
conditions.
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.
GAGE'S GRANITE: Taps EW Tax and Valuation as Financial Advisor
--------------------------------------------------------------
Gage's Granite, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ EW Tax and Valuation
Group, LLP as financial advisor.
The firm's services include:
(a) assistance with the review of financial-related
disclosures required by the court, including schedules of assets
and liabilities, the statement of financial affairs and monthly
operating reports;
(b) assistance with the assessment and monitoring of the
Debtor's short-term cash flow, liquidity and operating results;
(c) assistance with the review of the Debtor's proposed
employee compensation and benefits programs;
(d) assistance with the review of the Debtor's potential
disposition or liquidation of both core and non-core assets;
(e) assistance with the review of the Debtor's cost/benefit
analysis with respect to the assumption or rejection of various
executory contracts and leases;
(f) assistance with the review and monitoring of the asset
sale process;
(g) assistance with the review of any tax issues associated
with, but not limited to, claims/stock trading, preservation of net
operating losses, refunds due to the Debtor, plans of
reorganization, and asset sales;
(h) assistance with the review of the claims reconciliation
and estimation process;
(i) assistance with the review of other financial information
prepared by the Debtor, including but not limited to, cash flow
projections and budgets, business plans, cash receipts and
disbursement analysis, asset and liability analysis, and the
economic analysis of proposed transactions for which court approval
is sought;
(j) attendance at meetings and assistance in discussions with
the Debtor, potential investors, banks, other secured lenders, the
Subchapter V trustee, the U.S. Trustee, other parties in interest
and professionals hired by the same, as requested;
(k) assistance with the review or preparation of information
and analysis necessary for the confirmation of a Chapter 11 plan
and related disclosure statement;
(l) assistance with the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers; and
(m) other general business consulting services.
The firm will be paid at these rates:
Partners $350 to $350 per hour
Associates $120 to 225 per hour
Administrative/Paraprofessionals $95 to $110 per hour
Jason Pedigo, a partner at EW Tax and Valuation Group, 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:
Jason Pedigo
EW Tax and Valuation Group, LLP
16660 Dallas Parkway, Suite 2400
Dallas, TX 75248
Tel: (972) 250-9959
About Gage's Granite
Gage's Granite, LLC is a family-owned and operated granite
manufacturing company specializing in commercial finish out. It has
been providing quality custom granite and marble countertops to
commercial businesses and home owners in the Dallas/Ft. Worth
metroplex since 2000.
Gage's Granite filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-32010) on Oct.
27, 2022. In the petition signed by its sole member, Christopher
Raines, the Debtor disclosed $1,726,673 in total assets and
$1,538,095 in total liabilities. Katharine B. Clark has been
appointed as Subchapter V trustee.
Judge Stacey G. Jernigan oversees the case.
Brandon J. Tittle, Esq., at Glast, Phillips & Murray, P.C. and EW
Tax and Valuation Group, LLP serve as the Debtor's legal counsel
and financial advisor, respectively.
GAME COURT SERVICES: Gets OK to Hire Geri Lyons Chase as Counsel
----------------------------------------------------------------
Game Court Services, LLC received approval from the U.S. Bankruptcy
Court for the District of Maryland to employ the Law Office of Geri
Lyons Chase as counsel.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
powers and duties in the continued management of its property and
operation of its affairs;
b. preparing bankruptcy schedules, statement of financial
affairs and legal papers;
c. taking the necessary steps to stay any action by creditors
seeking liens, attachments, or other advantages by legal process or
non-judicial process;
d. negotiating and preparing a plan of reorganization; and
e. other legal services.
The firm will be paid at the rate of $350 per hour and will be
reimbursed for out-of-pocket expenses incurred. The retainer is
$6,800.
Geri Lyons Chase, Esq., a partner at the Law Office of Geri Lyons
Chase, 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:
Geri Lyons Chase, Esq.
Law Office of Geri Lyons Chase
2007 Tidewater Colony Drive, Suite 2B
Annapolis, MD 21401
Tel: (410) 573-9004
Email: gchase@glchaselaw.com
About Game Court Services
Game Court Services, LLC is in the business of selling,
constructing, maintaining and servicing game courts to primarily
homeowners in the Maryland, Virginia and the District of Columbia.
Game Court Services sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 22-16824) on Dec. 7, 2022.
In the petition signed by its managing member, Paul Ribb, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Judge Michelle M. Harner oversees the case.
Geri Lyons Chase, Esq., at the Law Office of Geri Lyons Chase, is
the Debtor's bankruptcy counsel.
GENESIS ENERGY: Moody's Rates New Senior Unsecured Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Genesis Energy,
L.P.'s (GEL) proposed senior unsecured notes. Proceeds from the new
notes issuance will be used to refinance the company's 2024 notes,
repay borrowings under its revolving credit facility and for
general partnership purposes. GEL's existing ratings are unchanged,
including the B1 Corporate Family Rating and B2 ratings on the
existing senior unsecured notes. The rating outlook is negative.
"Genesis Energy's proposed notes issuance will improve its
liquidity by addressing its next maturity of notes and repaying
revolver borrowings," stated James Wilkins, Moody's Vice President.
"The financing will be leverage neutral."
Assignments:
Issuer: Genesis Energy, L.P.
Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD4)
RATINGS RATIONALE
The proposed senior unsecured notes are rated B2, the same as GEL's
other senior unsecured notes issues and one notch below GEL's B1
CFR. The notes are contractually subordinated to the secured
obligations under the senior secured credit facility. The size of
the secured credit facility debt relative to the unsecured notes
results in the notes being rated one notch below the B1 CFR.
GEL's B1 CFR reflects its high leverage and Moody's expectation
that the company will generate negative free cash flow in the
near-term as it continues to incur elevated capital expenditures.
The company's leverage (Moody's adjusted debt to EBITDA of 6.4x as
of September 30, 2022) improved in 2022 with the rise in earnings,
but remains high for the rating. The Offshore Pipeline
Transportation segment saw higher volumes from new US Gulf of
Mexico wells entering service (Argos / Mad Dog 2 and King's Quay
developments) and the Sodium Minerals and Sulfur Services Segment
realized higher soda ash prices. Furthermore, GEL will produce
higher soda ash volumes from its Granger mine legacy operations
that restarted on January 1, 2023, and the Granger capacity
expansion when it enters service in Q3 2023. However, until that
time, GEL will likely continue to generate negative free cash flow,
as it spends on its soda ash expansion project. This could
potentially lead to higher debt balances. In the past, GEL has
engaged in small assets sales.
GEL has scale in its primary businesses, a meaningful proportion of
fee-based cash flow, and a high degree of business line
diversification for a company of its size with offshore pipelines,
sodium minerals and sulfur services, marine transportation, and
onshore facilities & transportation operations. The company is a
large US producer of natural soda ash, which enjoys cost advantages
over synthetic soda ash production and generates relatively steady
cash flow. Historically, it has also shown a willingness to issue
common equity and preferred equity to fund acquisitions and
projects, limiting the impact of growth investments on its
leverage.
The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation that GEL will have adequate liquidity through early
2024 supported by cash flow from operations and unused availability
under its $650 million revolving credit facility due in March 2024.
The $650 million revolver had $71.4 million of borrowings
outstanding as of September 30, 2022 (pro forma for the debt
offering), and availability will be subject to letters of credit
outstanding ($4.5 million as of September 30, 2022) and compliance
with financial covenants.
The credit facility has three financial covenants: (1) a maximum
Debt to EBITDA ratio of 5.5x; (2) a maximum Senior Secured Debt to
EBITDA ratio of 2.5x; and (3) a minimum interest coverage ratio
(EBITDA / Interest Expense) of 2.5x. Moody's expects GEL to remain
in compliance with its financial covenants through year-end 2023.
(The covenant metric calculated for compliance purposes under the
credit agreement excludes from debt the Alkali senior secured notes
due 2042 and allows for certain adjustments such as for in-process
projects). The company's next notes maturity (following the
repayment of notes due 2024 with proceeds from the proposed debt
offering) are the senior unsecured notes due 2025 ($535 million
outstanding as of September 30, 2022). Substantially all of GEL's
assets are currently pledged as security under the revolver which
limits the extent to which asset sales could provide a source of
additional liquidity, if needed.
The negative outlook reflects GEL's still high leverage despite
recent growth in earnings, as well as uncertainty over the extent
and durability of the recovery in its earnings and the timing and
amount of future contributions to earnings from new projects.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be downgraded if GEL's core business fundamentals
are weaker than expected, it generates greater than expected
negative free cash flow or does not execute on growth projects, or
Debt to EBITDA remains above 5.5x on a sustained basis. An upgrade
is unlikely at this time given the high leverage, but the CFR could
be upgraded if Moody's expects GEL's businesses to exhibit steady
earnings growth and Debt to EBITDA is sustained below 5.0x.
Genesis Energy, L.P., headquartered in Houston, Texas, is a master
limited partnership (MLP) with midstream assets located in the US
Gulf Coast region and soda ash operations in Wyoming. The company
conducts a wide variety of operations through four different
business segments: offshore pipeline transportation, sodium
minerals & sulfur services, onshore facilities & transportation,
and marine transportation.
The principal methodology used in this rating was Midstream Energy
published in February 2022.
GENESIS ENERGY: S&P Rates $400MM Senior Unsecured Notes 'B'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Genesis Energy L.P.'s (GEL) senior unsecured
notes. The '3' recovery rating indicates its expectation of
meaningful (50%-70%; rounded estimate: 50%) recovery in the event
of a default.
The company will use proceeds from this issuance to fully redeem
its 2024 notes and for general corporate purposes, including
repaying a portion of the revolver borrowings outstanding under its
credit facility.
The issuer credit rating on GEL is 'B' with a stable outlook. S&P
expects GEL's S&P Global Ratings-adjusted leverage will remain
about 6.5x through 2023. S&P also expects the company will maintain
adequate liquidity for the next 12 months.
GIGAMONSTER NETWORKS: Seeks Approval of $5.8MM DIP Loan
-------------------------------------------------------
GigaMonster Networks, LLC and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to use cash
collateral and obtain postpetition financing.
The Debtors seek to obtain secured postpetition financing on a
superpriority basis in the amount of $5.8 million pursuant to the
terms and conditions of the Superpriority Secured
Debtor-in-Possession Credit Agreement by and among (i) GigaMonster
Networks, (ii) the other Debtors, and (iii) M/C Partners VIII,
L.P., as agent and lender. About $3.5 million of the committed
amount will be made available upon the entry of the interim order.
The DIP Facility proceeds and cash collateral will be used for (a)
working capital and general corporate purposes of the Debtors, (b)
bankruptcy-related costs and expenses and (c) any other purposes
agreed upon in the DIP Loan Documentation, in each case in
accordance with the Approved Budget.
The DIP Loan matures through the earliest to occur of:
(a) 60 calendar days after the Petition Date;
(b) The date that is 30 calendar days after the Petition Date
if the Final DIP Order has not been entered by the Bankruptcy Court
on or before such date;
(c) The termination of the Asset Purchase Agreement for any
reason without the prior written consent of the DIP Lender and the
Buyer other than a termination as a result of a default by the
Buyer or a termination for the Debtors to pursue approval of an
alternative transaction that results in the indefeasible payment in
full in cash of the DIP Obligations at or before maturity as of the
closing of such alternative transaction;
(d) The substantial consummation of a plan of reorganization
filed in the Chapter 11 Cases that is confirmed pursuant to an
order entered by the Bankruptcy Court;
(e) The date of acceleration of the DIP Loans and the
termination of the DIP commitments upon the occurrence of an Event
of Default;
(f) Entry of an order by the Bankruptcy Court approving (A) a
motion seeking conversion or dismissal of any or all of the Chapter
11 Cases or (B) a motion seeking the appointment or election of a
trustee, a responsible officer or examiner with enlarged powers
relating to the operation of the Debtors' business;
(g) The date the Bankruptcy Court orders the conversion of the
bankruptcy case of any of the Debtors to a chapter 7 liquidation;
and
(h) Dismissal of the bankruptcy case of any Debtor.
GigaMonster Networks and the other Debtors as guarantors are party
to the Loan and Security Agreement dated as of October 23, 2020
with Barings Asset-Based Income Fund (US), LP, as collateral agent
and certain financial institutions parties thereto from time to
time as lenders. To support growth and ongoing operations, the
Prepetition Credit Agreement was amended several times in 2021 and,
again most recently, in September 2022, to provide the Debtors with
additional liquidity to fund their day-to-day operations, pay
employees, to continue to work to identify a suitable buyer of
their assets, and to bridge to the filing of the Chapter 11 Cases.
In addition, as a result of numerous events of default under the
Prepetition Loan Documents, the Prepetition Lenders agreed, on
multiple occasions, to forbear from exercising rights and remedies
against the Debtors. The last forbearance expired on October 31,
2022. Therefore, as of the Petition Date, the Debtors were in
default under the Prepetition Loan Documents. The total outstanding
amount under the Prepetition Loan Documents is at least $44 million
in principal, plus interest, fees and costs, all of which was due
and payable as of the Petition Date.
As adequate protection, the Prepetition Lenders will be granted
valid, perfected, postpetition security interests and liens in and
on all of the DIP Collateral, with a priority subject and
subordinate only to (i) the DIP Liens, the DIP Superpriority Claim,
and the Termination Payment and (ii) prior payment of the
Carve-Out.
As further adequate protection, the Prepetition Agent, for itself
and for the benefit of the other Prepetition Lenders, will be
granted a superpriority claim to the extent of any Diminution,
which claim will have priority over all other administrative
expense claims and unsecured claims against the Debtors or their
estates.
"Carve-Out" means (i) all fees required to be paid to (A) the clerk
of the Bankruptcy Court and (B) the Office of the United States
Trustee under section 1930(a) of Title 28 of the United States
Code, plus interest required to be paid on any past due amount at
the statutory rate; (ii) all reasonable fees and expenses, up to
$50,000, incurred by a trustee under section 726(b) of the
Bankruptcy Code; (iii) to the extent allowed at any time, all
unpaid fees and expenses of persons or firms retained by the
Debtors pursuant to sections 327, 328, or 363 of the Bankruptcy
Code or by any Creditors' Committee pursuant to sections 328 or
1103 of the Bankruptcy Code.
The Debtors are required to meet these milestones:
(i) No later than three Business Days after the Petition Date,
obtain entry of the Interim Order;
(ii) No later than 21 calendar days after the Petition Date,
obtain entry by the Court of an order approving the Bid Procedures
Motion, which order will be in form and substance reasonably
acceptable to the DIP Lender and the Prepetition Secured Parties;
(iii) No later than 30 calendar days after the entry of the
Interim Order, entry by the Bankruptcy Court of the Final Order;
(iv) No later than two business days prior to the auction,
submission of qualified bids in respect of the Sale;
(v) No later than two business days prior to the sale hearing,
assuming that at least one qualifying overbid is timely received,
hold an auction for the sale of the Debtors' assets pursuant to the
Bid Procedures Order;
(vi) No later than 45 calendar days after the Petition Date,
entry by the Court of a sale order, which order will provide for
repayment in full of the DIP Obligations at closing and will
otherwise be in form and substance acceptable to the DIP Lender in
its sole discretion and reasonably acceptable to the Prepetition
Secured Parties; and
(vii) No later than 60 calendar days after the Petition Date,
consummation of a sale in accordance with the Bidding Procedures
Order is approved by the Court.
A copy of the motion is available at https://bit.ly/3GTilsS from
PacerMonitor.com.
About GigaMonster Networks, LLC
GigaMonster Networks, LLC and affiliates develop and deploy
universal access networks in multi-family and commercial real
estate properties, providing internet, video and other network
services to approximately 400 customer properties and nearly 35,000
end-user subscribers. The Debtors contract with property owners to
set up UANs in their buildings and also provide internet services
to subscribers in those buildings.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10051) on January
16, 2023. In the petition signed by Rian Branning, chief
restructuring officer, the Debtor disclosed up to $100 million in
both assets and liabilities.
The Debtors tapped Pachulski Stang Ziehl and Jones LLP as legal
counsel, Novo Advisors LLC as restructuring advisor, Bank Street
Group, LLC as investment banker, and Kroll Restructuring
Administration as claims and noticing agent.
GREENBOOK REALTY: Seeks to Hire Jones & Walden as Legal Counsel
---------------------------------------------------------------
Greenbook Realty Partners, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire Jones
& Walden, LLC as its legal counsel.
The firm's services include:
(a) preparing pleadings and applications;
(b) conducting examination;
(c) advising the Debtor of its rights, duties and
obligations;
(d) consulting with and representing the Debtor with respect
to a Chapter 11 plan;
(e) performing legal services incidental and necessary to the
day-to-day operations of the Debtor's business; and
(f) taking all other actions incident to the proper
preservation and administration of the Debtor's estate and
business.
The firm will be paid at these rates:
Attorneys $250 - $425 per hour
Paralegals $110 - $200 per hour
Leslie Pineyro, Esq., a partner at Jones & Walden, 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:
Leslie M. Pineyro, Esq.
Jones & Walden, LLC
699 Piedmont Ave NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: lpineyro@joneswalden.com
About Greenbook Realty Partners
Greenbook Realty Partners, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
22-60619) on Dec. 30, 2022, with $500,001 to $1 million in both
assets and liabilities. Leslie M. Pineyro, Esq., at Jones & Walden,
LLC represents the Debtor as counsel.
HEADQUARTERS INVESTMENTS: Taps Latham Luna Eden as Attorney
-----------------------------------------------------------
Headquarters Investments, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Latham
Luna Eden & Beaudine, LLP as its legal counsel.
The firm's services include:
a. advising as to the Debtor's rights and duties in its
Chapter 11 case;
b. preparing pleadings, including a plan of reorganization;
and
c. taking all other necessary actions incident to the proper
preservation and administration of the Debtor's estate.
Latham will charge $250 to $475 per hour for attorney's services
and $105 per hour for paraprofessional services. Benjamin Taylor,
Esq., and Justin Luna, Esq., the attorneys primarily working on
this matter, charge $250 per hour and $475 per hour, respectively.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
The firm received from the Debtor an advance fee of $30,000.
Justin Luna, Esq., a partner at Latham Luna Eden & Beaudine,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Justin M. Luna, Esq.
Latham Luna Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
About Headquarters Investments
Headquarters Investments, LLC filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-04542) on Dec. 27, 2022. In the petition filed by Timothy F.
Majors as manager, the Debtor reported assets between $10 million
and $50 million and liabilities between $50 million and $100
million.
Judge Grace E. Robson oversees the case.
The Debtor is represented by Latham, Luna, Eden & Beaudine, LLP.
HELIX FITNESS: Feb. 28 Plan Confirmation Hearing
------------------------------------------------
Judge Janet E. Bostwick will convene a hearing to consider
confirmation of the Plan of Helix Fitness, Inc. on Feb. 28, 2023,
at 11:00 a.m. in person in Courtroom 3, J.W. McCormack Post Office
& Court House, 5 Post Office Square, 12th Floor, Boston,
Massachusetts 02109. The hearing will be an evidentiary hearing.
Objections to confirmation of the Plan must be filed and served on
or before Feb. 14, 2023. Any party objecting to the confirmation
will be required to be present at the confirmation hearing.
To be counted, ballots for accepting or rejecting the Plan must be
submitted to Debtor's counsel by regular or electronic mail so as
to be received no later than Feb. 14, 2023.
The Debtor shall by Feb. 21, 2023, file: (a) a Certificate of Votes
reflecting the acceptances and rejections of the Plan; (b) an
Affidavit in Support of Confirmation of the Plan setting forth the
Debtor's evidence in support of the requirements for confirmation
of the Plan; and (c) a proposed confirmation order.
About Helix Fitness
Helix Fitness Inc. is engaged in the sale of fitness equipment. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Mass. Case No. 22-11609) on November 7, 2022. In
the petition signed by Leonard Snyderman, president, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Janet E. Bostwick oversees the case.
Andrew G. Lizotte, Esq., at Murphy and King, Professional
Corporation, represents the Debtor as counsel.
HENRRY DELIVERY: Taps Buddy D. Ford as Legal Counsel
----------------------------------------------------
Henrry Delivery Service, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Buddy
D. Ford, P.A. as its legal counsel.
The firm's services include:
(a) analyzing the financial situation of the Debtor;
(b) advising the Debtor regarding its powers and duties in the
continued operation of its business and management of its
property;
(c) preparing and filing the Debtor's schedules of assets and
liabilities, statement of affairs, and other documents required by
the court;
(d) representing the Debtor at the Section 341 creditors'
meeting;
(e) advising the Debtor with respect to its responsibilities
in complying with the United States Trustee's Operating Guidelines
and Reporting Requirements and with the rules of the court;
(f) preparing legal papers;
(g) protecting the interest of the Debtor in all matters
pending before the court;
(h) representing the Debtor in negotiation with its creditors
in the preparation of a Chapter 11 plan; and
(i) other necessary legal services.
The firm will be paid at these rates:
Buddy D. Ford, Esq. $450 per hour
Senior Associate Attorneys $400 per hour
Junior Associate Attorneys $350 per hour
Senior Paralegal Services $150 per hour
Junior Paralegal Services $100 per hour
In addition, the firm will receive reimbursement for expenses
incurred.
The Debtor paid the firm an advance fee of $7,000.
Buddy Ford, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Telephone: (813) 877-4669
Email: Buddy@tampaesq.com
Jonathan@tampaesq.com
Heather@tampaesq.com
About Henrry Delivery Services
Henrry Delivery Services, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 22-04921) on Dec. 14, 2022,
with as much as $1 million in both assets and liabilities. Judge
Catherine Peek Mcewen oversees the case.
The Debtor is represented by Buddy D. Ford, P.A.
HIGH STREET: Gets OK to Tap Kirby Aisner & Curley as Legal Counsel
------------------------------------------------------------------
The High Street, Inc. received approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Kirby Aisner &
Curley, LLP as its legal counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
and the continued management of its property and affairs;
b. negotiating with creditors of the Debtor and working out a
plan of reorganization, and taking the necessary legal steps in
order to effectuate such a plan;
c. preparing legal papers;
d. appearing before the bankruptcy court;
e. attending meetings and negotiating with representatives of
creditors and other parties in interest;
f. advising the Debtor in connection with any potential
refinancing of secured debt;
g. representing the Debtor in connection with obtaining
post-petition financing, if necessary;
h. taking any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
i. other necessary legal services.
The firm will be paid at these rates:
Partners $450 to $550 per hour
Associates $295 per hour
Paraprofessionals $150 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer payment in the amount of $20,000.
Julie Cvek Curley, Esq., an attorney at Kirby Aisner & Curley,
disclosed in a court filing that her firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Julie Cvek Curley, Esq.
Kirby Aisner & Curley, LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Phone: (914) 401-9502
Email: jcurley@kacllp.com
About The High Street
The High Street, Inc. sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11655) on Dec.
9, 2022, with up to $50,000 in assets and $100,001 to $500,000 in
liabilities.
Judge Martin Glenn presides over the case.
Julie Cvek Curley, Esq., at Kirby Aisner & Curley, LLP serves as
the Debtor's counsel.
HIGHWAY 30: Seeks to Hire Daniel L. Freeland as Legal Counsel
-------------------------------------------------------------
Highway 30 Physical Therapy and Rehabilitation, LLC seeks approval
from the U.S. Bankruptcy Court for the Northern District of Indiana
to hire Daniel L. Freeland & Associates, P.C. as its legal
counsel.
The firm's services will include:
(a) advising the Debtor regarding its power and duties;
(b) defending complaints and motions for relief to stay filed
by creditors of the Debtor;
(c) protecting the Debtor's interest in any executory
contracts;
(d) preparing legal papers;
(e) preparing and filing Chapter 11 plans, disclosures and
other legal papers; and
(f) other legal services.
The services will be provided mainly by Daniel Freeland, Esq., who
will be paid at the rate of $400 per hour. The hourly rates for
the firm's associates range from $300 to $400.
The firm received a retainer of $10,000 prior to the filing of the
bankruptcy case.
Daniel L. Freeland neither holds nor represents any interest
adverse to the Debtor and its estate, according to a court filing.
The firm can be reached through:
Daniel L. Freeland, Esq.
Daniel L. Freeland & Associates, P.C.
9105 Indianapolis Blvd.
Highland, IN 46322
Telephone: (219) 922-0800
Facsimile: (219) 922-1261
Email: dlf9601@aol.com
About Highway 30 Physical Therapy
Highway 30 Physical Therapy and Rehabilitation, LLC, doing business
as OSC Physical Therapy, filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No.
22-21920) on Dec. 31, 2022. The petition was signed by John J.
Pomponi as member. At the time of filing, the Debtor estimated $1
million to $10 million in assets and $100,000 to $500,000 in
liabilities.
Daniel L. Freeland, Esq. at Daniel L. Freeland & Associates, P.C.
represents the Debtor as counsel.
JAJE ONE: Exclusivity Period Extended to March 28
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
extended the time Jaje One, LLC can keep exclusive control of its
Chapter 11 case, giving the company until March 28 to file a
bankruptcy plan and until May 28 to solicit acceptances for that
plan.
The ruling allows the company to pursue its own plan and negotiate
with creditors without the threat of a competing plan from
creditors.
About Jaje One
Jaje One, LLC, a company in Miami Beach, Fla., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case
No. 22-16629) on Aug. 28, 2022, with up to $10 million in assets
and up to $1 million in liabilities. Judge Robert A. Mark oversees
the case.
The Debtor is represented by Joel M. Aresty, Esq., at Joel M.
Aresty, P.A.
JAX SERVICE: Gets OK to Hire Orville & McDonald Law as Counsel
--------------------------------------------------------------
Jax Service Center, LLC received approval from the U.S. Bankruptcy
Court for the Northern District of New York to employ Orville &
McDonald Law, PC as its legal counsel.
The firm's services include:
(a) advising the Debtor regarding its powers and duties in the
continued operation of its business and in the management of its
property;
(b) taking necessary action to avoid liens against the
Debtor's property, remove restraints against its property and such
other actions to remove any encumbrances or liens which are
avoidable;
(c) taking necessary action to enjoin and stay until final
decree any attempts by secured creditors to enforce liens upon the
Debtor's property;
(d) representing the Debtor in any proceedings, which may be
instituted in the bankruptcy court by creditors or other parties;
(e) preparing legal papers; and
(f) other necessary legal services.
The firm will be paid at these rates:
Peter A. Orville $350 per hour
Zachary D. McDonald $250 per hour
Non-lawyer Staff $125 per hour
In addition, the firm will be reimbursed for work-related expenses
incurred.
The retainer fee is $10,000.
Zachary McDonald, Esq., an attorney at Orville & McDonald Law,
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:
Zachary D. McDonald, Esq.
Orville & McDonald Law, PC
30 Riverside Dr.
Binghamton, NY 13905
Telephone: (607) 770-1007
About Jax Service Center
Jax Service Center, LLC operates an automobile service center,
dealership and transport company.
Jax Service Center sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D.N.Y. Case No. 22-30821) on Dec. 13,
2022, with up to $500,000 in assets and up to $1 million in
liabilities. Sean Smith, owner of Jax Service Center, signed the
petition.
Judge Wendy A. Kinsella oversees the case.
The Debtor tapped Peter A. Orville, Esq., at Orville & McDonald
Law, PC as legal counsel and Peter VanderWoude, CPA, at Equus
Advisors-Accounting and Tax Professionals as accountant.
KABBAGE INC: Lacks Information About Loan Servicers, Says SBA
-------------------------------------------------------------
The United States of America, on behalf of itself and the U.S.
Small Business Administration ("SBA"), submitted a reservation of
rights and a limited objection regarding the adequacy of the
Amended Disclosure Statement for the Amended Joint Chapter 11 Plan
of Liquidation of Kabbage, Inc. (d/b/a KServicing) and Its
Affiliated Debtors.
According to the United States, the Disclosure Statement must
include information about how Third-Party Loan Servicers will be
able to access necessary information to continue servicing loans.
Although Debtors included significant disclosures about ongoing
obligations for their PPP business and some discussion of risks
associated with their business and industry, the Disclosure
Statement still lacks substantive information that would be
relevant for creditors to make an informed voting decision.
The Disclosure Statement is silent on how Debtors will ensure that
any third-party loan servicer will have access to AmEx-held loan
documentation that is necessary to service the loans. As already
noted in the Disclosure Statement, Debtors appear to be having
difficulty "retrieving documents from AmEx," including on the "AmEx
Platform," and "responses are often delayed and incomplete."
Whether a third-party servicer has access to the loan documentation
on the AmEx platform for Debtor-serviced loans impacts the value of
the servicing rights for those loans because those documents will
likely aid in collecting the outstanding amounts. Hence, the
disclosure of Debtors' efforts to ensure any third-party servicer
would have access to the documents on the AmEx platform is an item
that a creditor would consider in assessing the likelihood of its
recovery under the Plan and in making an informed voting decision.
According to the United States, the Debtors should amend the
Disclosure Statement to address how Debtors intend to properly
transition servicing, including providing access to PPP loan
borrower information, such as the "necessary and critical" "books
and records" on the AmEx Platform.
About Kabbage Inc. d/b/a KServicing
Founded in 2010 and headquartered in Atlanta, Ga., Legacy Kabbage,
a predecessor of Kabbage Inc. (doing business as KServicing) --
http://www.kservicing.com/-- was one of the leading fintech
providers of working capital to small businesses for over a decade.
Legacy Kabbage began as a proprietary online lending platform for
small businesses, providing loan services to over 250,000 American
small businesses, many of which were businesses that struggled to
receive adequate funding through traditional banking institutions.
From 2020-2021, the company provided and facilitated necessary
funding to small business owners through PPP loans during the
COVID-19 pandemic. The company's existing technology
infrastructure spearheaded its PPP work, which led to a total of $7
billion in loans being originated by the company.
The origination and servicing of PPP Loans and small business loans
to eligible borrowers was critical during a time of unprecedented
health and economic uncertainty brought about by the COVID-19
pandemic. On Aug. 16, 2020, much of the company's business was
sold to American Express Travel Related Services Company, Inc. As a
result of the merger, KServicing now operates in a limited capacity
as (i) a servicer and subservicer of PPP Loans, (ii) a software
services provider for lenders of PPP Loans, and (iii) a servicer of
a minor portfolio of non-PPP small business loans.
To implement the wind down of their businesses, on Oct. 3, 2022,
Kabbage, Inc. d/b/a KServicing and certain of its affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-10951). Judge Craig T. Goldblatt oversees the cases.
Kabbage Inc. estimated $500 million to $1 billion in assets and
debt as of the bankruptcy filing.
The Debtors tapped Weil, Gotshal & Manges, LLP as general counsel;
Richards, Layton & Finger, PA as local counsel; AlixPartners, LLC
as financial advisor; KPMG International Limited as fraud review
services provider; Jones Day, LLP as government investigations
counsel; and Marc Sullivan, managing director at Phoenix Executive
Services, LLC, as chief financial officer. Omni Agent Solutions,
Inc. is the Debtors' claims agent and administrative advisor.
Greenberg Traurig, LLP, serves as counsel to the Debtors' board of
directors.
KABBAGE INC: UST Says Plan's Opt Out Procedures Not Permissible
---------------------------------------------------------------
Andrew R. Vara, the United States Trustee for Region 3, objects to
the motion seeking approval of Kabbage, Inc.'s Amended Disclosure
Statement because it proposes a solicitation procedure which does
not allow many claimants the opportunity to "opt-out" of the third
party-releases in the Amended Plan.
According to the U.S. Trustee, the DS Approval Motion proposes a
procedure which only provides a narrow swath of creditors the
ability to "opt-out" of the Third-Party Release thereby rendering
the "opt-out" mechanism meaningless. Those creditors with an
ability to "opt-out" at the solicitation stage are: (1) creditors
entitled to vote on the Amended Plan, who vote to reject the
Amended Plan and opt-out of the Third-Party Release by indicating
same on the ballot; and (2) creditors entitled to vote on the
Amended Plan, who elect not to vote to accept or reject the and
opt-out of the Third-Party Release by indicating same on the
ballot.
The following creditors have no ability to "opt-out" of the
Third-Party Release at the solicitation stage; (1) unimpaired
claimants; (2) claimants deemed to reject; (3) claimants entitled
to vote on the Amended Plan who vote to accept the Amended Plan;
(4) "all holders of Claims or Interests with notice and an
opportunity to object to the releases"; and (5) claimants entitled
to vote on the Amended Plan who fail to return a ballot.
According to the U.S. Trustee, the Amended Disclosure Statement and
accompanying voting procedures provide no explanation as to why
some creditors get to "opt-out" of the Third-Party Release at the
solicitation stage and others do not.
About Kabbage Inc. d/b/a KServicing
Founded in 2010 and headquartered in Atlanta, Ga., Legacy Kabbage,
a predecessor of Kabbage Inc. (doing business as KServicing) --
http://www.kservicing.com/-- was one of the leading fintech
providers of working capital to small businesses for over a decade.
Legacy Kabbage began as a proprietary online lending platform for
small businesses, providing loan services to over 250,000 American
small businesses, many of which were businesses that struggled to
receive adequate funding through traditional banking institutions.
From 2020-2021, the company provided and facilitated necessary
funding to small business owners through PPP loans during the
COVID-19 pandemic. The company's existing technology
infrastructure spearheaded its PPP work, which led to a total of $7
billion in loans being originated by the company.
The origination and servicing of PPP Loans and small business loans
to eligible borrowers was critical during a time of unprecedented
health and economic uncertainty brought about by the COVID-19
pandemic. On Aug. 16, 2020, much of the company's business was
sold to American Express Travel Related Services Company, Inc. As a
result of the merger, KServicing now operates in a limited capacity
as (i) a servicer and subservicer of PPP Loans, (ii) a software
services provider for lenders of PPP Loans, and (iii) a servicer of
a minor portfolio of non-PPP small business loans.
To implement the wind down of their businesses, on Oct. 3, 2022,
Kabbage, Inc. d/b/a KServicing and certain of its affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-10951). Judge Craig T. Goldblatt oversees the cases.
Kabbage Inc. estimated $500 million to $1 billion in assets and
debt as of the bankruptcy filing.
The Debtors tapped Weil, Gotshal & Manges, LLP as general counsel;
Richards, Layton & Finger, PA as local counsel; AlixPartners, LLC
as financial advisor; KPMG International Limited as fraud review
services provider; Jones Day, LLP as government investigations
counsel; and Marc Sullivan, managing director at Phoenix Executive
Services, LLC, as chief financial officer. Omni Agent Solutions,
Inc. is the Debtors' claims agent and administrative advisor.
Greenberg Traurig, LLP, serves as counsel to the Debtors' board of
directors.
KANSAS CITY RVS: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Kansas City RVs, LLC to use cash collateral on an
interim basis in accordance with the budget through March 31,
2023.
The Debtor requires the use of cash collateral to pay its operating
and business expenses.
While the Debtor has not fully analyzed all of its creditors'
liens, the Debtor does believe Legacy Bank and Trust holds duly
perfected liens on the Debtor's accounts receivables, inventory,
and accounts.
The Debtor is indebted to Legacy Bank and Trust, who asserts a
security interest in and liens upon Debtor's assets.
Legacy Bank and Trust claims a secured interest in cash collateral
of the Debtor by virtue of Liens filed on various dates.
The Debtor will make the following adequate protection payments:
a. Legacy Bank and Trust, $5000 a month beginning February 28,
2023 and the 28th of each month until further Order of the Court
b. NBKC, regular monthly mortgage payment of $1550.
Legacy Bank and Trust 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 Legacy Bank and Trust hold a pre-petition interest,
lien or security interest to the extent of the validity and
priority of such interests, liens, or security interests. The
amount of each of the Replacement Liens will be up to the amount of
any diminution of Legacy Bank and Trust's Collateral positions from
the Petition Date. The priority of the Replacement Liens will be in
the same priority as Legacy Bank and Trust's pre-petition
interests, liens and security interests in similar property.
To the extent that the Replacement Liens prove inadequate to
protect Legacy Bank and Trust from a demonstrated diminution in
value of Collateral positions from the Petition Date, Legacy Bank
and Trust is granted an administrative expense claim under Code
section 503(b) with priority in payment under Code section 507(b).
A copy of the order and the Debtor's budget is available at
https://bit.ly/3XqEkyz from PacerMonitor.com.
The Debtor projects $15,500 in total income and $15,473 in total
expenses.
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.
LAKEVIEW ELECTRICAL: Taps Williams Driskill Huffstutler as Counsel
------------------------------------------------------------------
Lakeview Electrical Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Alabama to hire
Williams Driskill Huffstutler King, LLC as its legal counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties;
b. negotiating and formulating a plan of reorganization or
liquidation under Chapter 11 acceptable to the creditors or
approved by the bankruptcy court over objection;
c. dealing with secured claim holders regarding adequate
protection and arrangements for payment of the Debtor's debts or
contesting the validity of claims and liens;
d. preparing legal documents;
e. other legal services, which may become necessary in the
Debtor's Chapter 11 case.
Williams will bill $325 per hour for its services.
The firm received a retainer in the amount of $15,000.
Williams is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Tameria S. Driskill, Esq.
Williams Driskill Huffstutler King, LLC
2100 Club Dr #150
Gadsden, AL 35901
Phone: 256-442-0201
Email: bankruptcy@williamsattorneyatlaw.com
About Lakeview Electrical Services
Lakeview Electrical Services, LLC sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No.
23-40006) on Jan. 3, 2023, with up to $50,000 in both assets and
liabilities. Judge James J. Robinson presides over the case.
Tameria S. Driskill, Esq., at Williams Driskill Huffstutler King,
LLC represents the Debtor as counsel.
LTL MANAGEMENT: Talc Claimants Blast Finance Details Request
------------------------------------------------------------
A group representing asbestos exposure claimants is objecting to a
bankrupt Johnson & Johnson unit's attempts to get more information
about their litigation funding, alleging the health care giant is
trying to cast doubts about who's actually steering the plaintiffs'
agenda.
LTL Management LLC, a unit created by J&J to house its liabilities
from talc product sales, has filed a motion to direct plaintiff law
firms representing claimants on the Official Committee of Talc
Claimants (collectively, the "Plaintiff Law Firms") to disclose to
the Bankruptcy Court, the co-mediators, the Court-appointed expert,
the Debtor, the Official Committee of Talc Claimants (the "TCC"),
and the legal representative for future talc claimants (the "FCR")
any financing arrangements with third parties that are secured, in
whole or part, by the firms' contingency fees on talc claims
against the Debtor.
"As courts and commentators have recognized, third-party litigation
funding may impact a law firm's decisions about litigation.
Disclosure of the terms of the funding agreements and the
outstanding amounts of any loans will show the extent that the
Funders (i) are the real parties in interest with actual control
over decisions made in this case, (ii) have the right to be
consulted about or influence such decisions, or (iii) have extended
financing on terms that create an impediment to a resolution of
this bankruptcy case that is in the best interests of the
claimants," the Debtor said in its Motion filed Dec. 28, 2022.
The Official Committee of Talc Claimants, however, counters that
the Debtor’s Motion appears to be little more than a vehicle for
the Debtor to push a false narrative that the Plaintiff Law Firms
have been the obstacle to mediation success as a result of supposed
relationships with litigation funders.
"Nothing could be further from the truth, and the specious and
unsupported innuendo underlying that narrative is nonsensical,
absurd and meritless," the Talc Claimants tell the Court.
"For the Debtor's argument that litigation funding agreements are a
barrier to resolution to have any validity, it would have to be the
case that: (1) the Debtor has actually made an offer that is,
objectively, in the best interest of the TCC’s claimant
constituency; and (2) the offer has been rejected due to terms of
litigation funding agreements and untoward influences by the
funders. Both are patently false."
The TCC asserts that for a number of independent reasons, set forth
below, the Motion should be denied:
* First, the Debtor claims that the purpose of the Motion is to
benefit the ongoing mediation and enable a "consensual resolution
of this chapter 11 case." The requested information, according to
the Debtor, is a "necessary corollary to the court-ordered
mediation." But, to the TCC's knowledge, none of the mediators
have asked for this information or suggested it is important to
their roles and functioning. And at least one of the mediators in
this case, Judge Joel Schneider (retired), would appear to disagree
with the Debtor. Nor does the Debtor's purported concern for the
mediation process here pass the straight-face test. If a
successful mediation were really the Debtor's goal, it long ago
would have provided the settlement data and other requested
discovery that it readily admitted at the outset of this case was
necessary for the mediation to have any meaningful chance to
progress.
* Second, the Debtor's sordid attacks here on litigation
funding agreements is reckless and hollow. The Debtor offers no
evidence whatsoever for its insinuation that the Plaintiff Law
Firms may be compromised and conflicted -- that they somehow cannot
live up to their fiduciary duties to represent their clients
independently and vigorously because they have ceded control over
decision-making to funders. There is not a shred of evidence that
any Plaintiff Law Firm here has ceded any control whatsoever to any
funder. Nor is there any basis to support the Debtor’s bald
assertion that the Plaintiff Law Firms "are making decisions on
behalf of the TCC members pursuant to proxy arrangements."
* Third, the Debtor also requests that the information it seeks
be provided to the Claims Estimator in this case, Kenneth Feinberg,
asserting that it is important for the estimation process and
necessary for Mr. Feinberg to do his job. As the case with the
mediators, the TCC is not aware that the Estimator has ever sought
or asked for this information or suggested that it is at all
relevant to his Court-appointed tasks.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc
claimants II is represented by the law firms of Cooley LLP, Bailey
Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP,
and Sherman Silverstein Kohl Rose & Podolsky P.A.
MACERICH CO: Egan-Jones Retains BB+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company on January 5, 2023, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by The Macerich Company.
Headquartered in Santa Monica, California, The Macerich Company is
a real estate investment trust that invests in shopping centers.
MEMORY LANE: Unsecureds Owed $2.7M to Recover 13.48% in Plan
------------------------------------------------------------
Memory Lane Music Group LLC, et al. submitted a Second Amended
Joint Subchapter V Plan of Reorganization.
The Debtors' assets consist of music copyrights that can be broken
down into two distinct categories:
1. "Owned copyrights" – i.e., copyrights in musical
compositions that the Debtors own, in whole or in part – with a
term of the current life of the copyright; and
2. "Administered copyrights" – i.e., copyrights in musical
works that are owned or controlled, in whole or in part, by others
on whose behalf the Debtors administer certain rights – with the
owners of song titles that are unmanaged for the copyright owners
for a finite period of time.
The valuation of owned copyrights is based on several factors,
including but not limited to, past earnings history, consistency of
earnings over time, time left on the term of the copyright, and
song quality. A multiple between 8- and 12-times earnings is used
to determine the sale price of the song/catalog. Over the past two
years, Memory Lane and its subsidiaries have generated an average
of approximately $34,000 per year in Net Publishers' share for its
owned copyrights. The Debtors will present expert testimony at the
Confirmation Hearing that the value of the copyrights is $329,000.
A majority of the music assets that Memory Lane Music and its
subsidiaries control are through short-term administration
contracts. These contracts are usually less than three years in
length when originally signed and automatically renew each year
thereafter unless terminated by the copyright owner. The income
from these agreements generates approximately $85,000 per year.
However, due to the nature of contract terms, that they can be
terminated at the end of every year, and these administration
contracts are not saleable. The Debtors' experience has been that
no third party will purchase the rights to music copyrights
administration contracts knowing that there is a probability that
the contract will be terminated within a year. The contracts have
value to Memory Lane and the Subsidiary Debtors, but not to a
non-affiliated third party. The Debtors will present expert
testimony at the Confirmation Hearing that the value of the
administration agreements on a going forward basis is $24,000.
The total value of the copyrights and administration agreements is
$353,000. The Debtors' expert has concluded that in a liquidation,
the value of the administration agreements would be zero, and that
there would be approximately $80,000 is associated selling costs
for the copyrights. This results in a liquidation value for the
assets of approximately $249,000.
Under the Plan, holders of Class 3 Allowed General Unsecured Claims
will receive a Pro Rata Distribution on the initial Distribution
Date after Distributions have been made to all unclassified Claims
and funding of the Post-Confirmation Reserve. Class 3 Claims are
Impaired and Holders are entitled to vote on the Plan.
The Bunch Creditors will be Allowed Class 3 Claims in the amounts
set forth in the Settlement Agreement dated January 10, 2023, and
will be paid pursuant to the terms of the Settlement Agreement.
The Debtors estimate that the Allowed General Unsecured Claims will
be $2,781,549.04, and the Holders are projected to receive Pro Rata
Distributions of approximately 13.48% of the Allowed amounts of
their Claims.
The essential terms of the Settlement Agreement are as follows:
* $520,279.50, plus interest as described below, paid as
follows:
(a) $250,279.50 payment in cash within five business days
after execution of the Settlement Agreement.
(b) Allowance of the Bunch Creditors' claims in Class 3 in the
aggregate filed amounts of $765,616.35, which will be paid pursuant
to the terms of the Settlement Agreement.
(c) Quarterly payments of $13,500 comprised of Plan
Distributions with the balance paid by the Non-Debtor Defendants.
This totals $270,000 over five years.
(d) Interest on the Non-Debtor Defendants' portion of the
payments will be paid quarterly based upon a 5-year amortization
schedule of $270,000 principal with simple interest at 5%. At the
end of the third and fourth years, there will be true-ups based
upon the difference between interest paid under the Base Line
Amortization Schedule (the "Paid Interest") and the actual interest
due based on the principal paid by the Non-Debtor Defendants during
each true-up period (i.e., years one through three and year four)
(the "Actual Interest Due"). If the Paid Interest is greater than
the Actual Interest Due in each true-up period, then the excess
interest paid by the Non-Debtor Defendants will be credited against
quarterly payments to be made by the Non-Debtor Defendants during
the year following the true-up period. There will be a final
true-up made with the last payment in year five, which will be
adjusted accordingly.
* First position pledge of Memory Lane's interest in its owned
copyrights to secure the balance in (c) plus interest.
* The Bunch Creditors will withdraw their objection to
confirmation and vote in favor of the Plan.
* The claims against the Debtors in the Adversary Proceeding and
the alter-ego claims against the Non Debtor Defendants in the State
Court Action will be dismissed with prejudice.
* The parties will exchange full releases conditioned upon all
payments being made under the Settlement Agreement.
The Reorganized Debtors shall make the first Distribution within 30
days after the Effective Date, or as soon as reasonably practicable
thereafter, with payments being made to Administrative Claims and a
Pro Rata Distribution to the Holders of Class 3 Claims. Thereafter,
the Reorganized Debtors shall make quarterly Distributions for the
5 year period from and after the initial Distribution on the same
day of each month as the initial Distribution beginning three
months after the date of the initial Distribution.
Attorneys for the Debtors:
Jeffrey N. Rich, Esq.
Howard P. Magaliff, Esq.
R3M LAW, LLP
335 Madison Avenue, 9th Floor
New York, NY 10017
Tel: 646.453.7851
A copy of the Second Amended Joint Subchapter V Plan of
Reorganization dated Jan. 11, 2023, is available at
https://bit.ly/3XbQviO from PacerMonitor.com.
About Memory Lane Music Group
Memory Lane Music Group, LLC --
https://www.memorylanemusicgroup.com/ -- is a worldwide independent
music publishing company established in 1923 by Larry Spier Sr.
Memory Lane Music Group sought Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 22-70838) on April 25, 2022, listing up
to $1 million in both assets and liabilities. On June 14, 2022,
Memory Lane's subsidiaries Scion Three Music, LLC, Scion Four
Music, LLC and Larry Spier Music, LLC filed Chapter 11 petitions.
The cases are jointly administered under Case No. 22-70838.
Judge Alan S. Trust oversees the cases.
The Debtors tapped Rich Michaelson Magaliff, LLP as legal counsel
and OEM Capital Corp. as financial advisor.
MIDLAND COGENERATION: S&P Raises Debt Rating at 'BB-', Off UCO
--------------------------------------------------------------
S&P Global Ratings completed the review for Midland Cogeneration
Venture L.P. and Panoche Energy Center LLC after their ratings were
placed under criteria observation (UCO) Dec. 14, 2022. S&P raised
its issue-level rating on Midland by one notch to 'BB+' from 'BB'
and affirmed its issue-level rating on Panoche at 'BB-'.
S&P removed both projects from UCO, and the outlooks are stable. On
Dec. 14, 2022, we published our revised criteria for rating project
finance transactions, "General Project Finance Rating Methodology"
and "Sector-Specific Project Finance Rating Methodology," and
concurrently placed the ratings of certain project finance issues
under UCO.
Midland Cogeneration Venture L.P.
S&P said, "We raised our issue-level rating on Midland's senior
secured notes due March 2025 to 'BB+' from 'BB'. Under the revised
criteria, the forecasted minimum debt service coverage ratio (DSCR)
of around 1.26x (occurring in the last 12 months ending March 2025)
maps to a higher preliminary stand-alone credit profile, and we
view the business risk unchanged. About 90% of gross margins come
from capacity payments from investment grade off-takers with no
price or dispatch risk. Midland contracted up to 1,240 megawatts
(MW) of the asset's energy and capacity to Consumers Energy Co.
through a power purchase agreement (PPA) that expires in 2030. The
PPA includes a fixed capacity payment, a fixed energy payment, and
a variable energy payment that passes through the cost of
production such as fuel, a long-term service agreement (LTSA), and
other costs. The project also has a steam and electric power
agreement with Corteva Inc. through March 2035 and a steam
agreement with Dow Silicones. The fully amortizing rated debt has
no interest rate risk, and the unrated pari passu debt has a
floating interest rate that is 75% hedged."
Panoche Energy Center LLC
S&P said, "We also affirmed Panoche's senior secured bond rating at
'BB-'. This incorporates a positive adjustment related to the
median DSCR under our base-case forecast that maps two rating
categories higher than that of minimum DSCR (0.52x). The positive
adjustment reflects our view that the project benefits from robust
coverage resiliency against ongoing carbon obligation under
California law for the remainder of its debt term. This offsets the
rating impact of weak DSCRs that fall below 1x in years the project
makes large, forecasted carbon payments, which would cause Panoche
to use reserves.
"Under the new criteria, Panoche's liquidity level is no longer a
positive adjustment because its liquidity ratio is below 2.0x in
some years of our forecast due to large carbon payments. However,
holistically, our application of the new methodology does not
impact the rating. We affirm the recovery rating at '2' (80%)."
Midland Cogeneration Venture L.P.—Outlook
S&P said, "The stable outlook reflects Midland's
majority-contracted revenue position, in which it receives capacity
and the majority of its revenue at fixed rates through the debt
term, reducing downside risk. We expect the project to continue to
meet availability requirements under its PPA and manage fixed
operations and maintenance (O&M) costs and capital expenditure
(capex). This should generate a minimum DSCR of around 1.26x in the
last 12 months (LTM) due March 2025 and median DSCRs of around 1.5x
until March 2025, when the $560 million 6% notes mature. (We do not
rate the term loan, but we include it in our DSCRs as it is also
senior secured debt and pari passu with the 6% notes.) We expect a
lower DSCR in 2024 and 2025 as we project lower dispatch levels
than in 2022 and 2023. Higher dispatch levels boost the variable
energy component of the PPA."
Downside scenario
A downgrade is unlikely because the project's maturing notes are
just several years off and operations have been stable. S&P said,
"However, we could lower the rating if we anticipate a minimum DSCR
approaching 1.15x on a sustained basis. Given that the fixed
capacity payment will remain $6.14 per MW-hour, the DSCR could
lower if the project's revenues under the variable component of the
PPA are lower than we anticipate." This would likely occur due to
higher-than-expected O&M expenses, or operational problems.
Upside scenario
S&P said, "We could raise the rating if Midland's financial
performance under our base case results in a minimum DSCR above
1.3x through the remainder of the rated debt term. This would most
likely occur if operating expenses substantially decrease without
affecting operating performance, as most of revenues are already
fixed under the PPA, or the PPA's variable component is higher than
anticipated, most likely because of lower gas prices."
Midland Cogeneration Venture L.P.--Rating Score Snapshot
Operations phase SACP (senior debt)
-- Asset class operating stability: 5
-- Operations phase business assessment: 5
-- Preliminary operations phase SACP: bb
-- Downside resiliency assessment and impact: +1 notch (moderate)
-- Liquidity impact: Neutral
-- Counterparty assessment impact: Not capped
-- Operations phase SACP: bb+
-- Parent linkage and external influences (senior debt)
-- Parent linkage: Delinked
-- Project SACP: bb+
-- Extraordinary government: None
-- Sovereign rating limits: None
-- Full credit guarantees: None
-- Senior debt issue rating: BB+
-- Panoche Energy Center LLC--Rating Score Snapshot
-- Operations phase SACP (senior debt)
-- Asset class operating stability: 5
-- Operations phase business assessment: 6
-- Preliminary operations phase SACP: b-
-- Downside resiliency assessment and impact: +2 notches
(moderate)
-- Median DSCR impact: +1 notch
-- Liquidity impact: Neutral
-- Counterparty assessment impact: Not capped
-- Operations phase SACP: bb-
-- Parent linkage and external influences (senior debt)
-- Parent linkage: Delinked
-- Project SACP: bb-
-- Extraordinary government: None
-- Sovereign rating limits: None
-- Full credit guarantees: None
-- Senior debt issue rating: BB-
Ratings List
UPGRADED
TO FROM
MIDLAND COGENERATION VENTURE L.P.
Senior Secured BB+/Stable BB/Stable
Recovery Ratings 2(85%) 2(85%)
AFFIRMED
PANOCHE ENERGY CENTER LLC
Senior Secured BB-/Stable BB-/Stable
Recovery Rating 2(80%) 2(80%)
MKS REAL ESTATE: Seeks Approval to Hire Hilco as Real Estate Agent
------------------------------------------------------------------
MKS Real Estate, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Hilco Real Estate, LLC
as its real estate agent.
The firm's services include:
a. development of a sales strategy with the Debtor;
b. solicitation of interested parties for the sale of the
Debtor's property and marketing of the property for sale through a
managed qualifying bid process; and
c. conducting negotiations, at the Debtor's direction, for the
sale of the property.
Hilco will receive a commission equal to 5 percent of the gross
sale proceeds.
Hilco is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Sarah Baker
Hilco Real Estate, LLC
5 Revere Drive, Suite 320
Northbrook, IL 60062
Tel: (847) 418-2703
Fax: (847) 897-0826
About MKS Real Estate
MKS Real Estate, LLC owns and operates an office building valued
at$14.4 million. It is based in Fort Worth, Texas.
MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Texas Case
No. 21-40424) on March 1, 2021. On Oct. 28, 2021, the court
entered an agreed order dismissing the bankruptcy case for one year
or until such time that the claim was paid in full, or the property
is foreclosed, whichever was later. In consideration for the
Debtor being given one year to sell the real property, the court
ordered "that [Cadence (formerly known as BancorpSouth)] will have
the right to post the real property for non-judicial foreclosure
and proceed with the foreclosure on Nov. 1, 2022 in the event the
claim is not paid in full on or before Oct. 31, 2022."
MKS Real Estate again filed a Chapter 11 petition (Bankr. N.D.
Texas on Case No. 22-42618) on Oct. 31, 2022. In the petition
filed by Olufemi Ashadele as owner, the Debtor reported assets
between $10 million and $50 million and liabilities between $1
million and $10 million.
Judge Edward L. Morris oversees the 2022 case.
The Debtor is represented by M. Jermaine Watson, Esq., at Cantey
Hanger, LLP.
MONTROSE MULTIFAMILY: Taps Bran Realty as Real Estate Consultant
----------------------------------------------------------------
Montrose Multifamily Members, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Jeremy Bran of Bran Realty Group, LLC as its real estate
consultant and property manager.
The firm's services include real estate consulting; financial
analysis and modeling; investor relations; and asset management.
Bran Realty shall be compensated $12,000 each month. This fee shall
be payable in less than two payments for a total of $12,000.
As disclosed in a court filing, Bran Realty Group, LLC is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Jeremy Bran
Bran Realty Group, LLC
25700 I-45 North, Suite #470
Spring, TX 77386
Phone: (832) 910-9088
About Montrose Multifamily Members
Montrose Multifamily Members, LLC owns and manages 14 multi-family
apartment complexes in the Montrose neighborhood of Houston,
Texas.
Montrose and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90323)
on Oct. 4, 2022. In the petition signed by its managing partner,
Christopher Bran, Montrose disclosed up to $10 million in both
assets and liabilities.
Judge David R. Jones oversees the cases.
Susan Tran Adams, Esq., at Tran Singh, LLP, is the Debtors' legal
counsel.
MORAN FOODS: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg.
--------------------------------------------------------------
Moody's Investors Service downgraded Moran Foods LLC's, the parent
company of Save-a-Lot Holdings, LLC, corporate family rating to
Caa1 from B3 and its probability of default rating to Caa1-PD/LD
from B3-PD. At the same time, Moody's also, appended a limited
default designation ("\LD") to the PDR. The "\LD" designation
follows the change in terms under the company's recently amended
and extended 2nd lien term loan that reinstates the option for
interest payments to be paid-in-kind ("PIK"). Moran's prior PIK
option had previously expired in April 2022. The /LD designation
reflects Moody's view that the reinstatement of the ability to PIK
interest payments is a distressed exchange and a limited default
under Moody's definition. Moody's will remove the "\LD" designation
from the company's PDR in 3 business days.
Moody's also assigned a Caa1 rating to Moran's new amended and
extended senior secured first lien term loans; a B3 rating to the
company's senior secured delayed draw term loan, super senior; a
Caa3 rating to its senior secured second lien term loan maturing in
2026, and a Caa3 rating to its senior secured second lien term loan
maturing 2024. Proceeds from the amended and extended credit
facilities and balance sheet cash were used to repay outstanding
borrowings under the company's asset backed credit facility ("ABL";
unrated), refinance its existing term loans and to pay fees and
expenses. Moody's downgraded the previous senior secured second
lien term loans rating due 2024 and 2025 to Caa3 from Caa1, senior
secured first lien term loan to Caa1 from B3 and the senior secured
delayed draw term loan, super senior due 2023 to B3 from B1, and
these ratings will be withdrawn. Moody's changed the rating outlook
to negative from stable.
The new facilities include an increase to the company's ABL to $180
million from $150 million, a reduction to its first in last out
credit facility ("FILO"; unrated) to $20 million from $50 million,
an increase to the first lien term loans to $250.21 million from
$138.9 million and a reduction to the 2nd lien term loan to $148.76
million from $180.03 million. The new facilities extended Moran's
maturity profile, including its ABL to 2027 from 2023 and the term
loans to 2026 from 2024 except for $22 million of non-extended 2nd
lien term loan which is due in October 2024. At close there was $53
million drawn and $23 million of letters of credit issued under the
ABL, leaving roughly $83 million available which is weak when
considering the $22 million debt maturity in October 2024 and
Moran's modest free cash flow. The ABL borrowings maintain a
priority claim on certain current assets, thus ranking the facility
ahead of the first lien term loan in Moody's Loss Given Default for
Speculative-Grade Companies Methodology (LGD Methodology).
The downgrades reflects Moody's belief that Moran's weak liquidity
and high financial leverage will not meaningfully improve over the
next 12 months. Moran will not generate sufficient cash flow to
repay the $22 million 2nd lien term loan due 2024 and will
therefore have to draw down on its ABL to repay the loan, which
will further weaken liquidity over the next 12 months. Moran's
progress at improving operations following its debt restructuring
and announced transformation program in 2020 has been slow, and
Moody's expects weak organic growth over the next year. Thus,
leverage reduction will largely depend on asset sales and cost
reduction initiatives, which carry high execution risk.
The change in outlook to negative from stable reflects Moody's view
that Moran's credit metrics and liquidity will remain weak. Delays
in realizing asset sales and cost synergies could lead to further
downgrades.
Downgrades:
Issuer: Moran Foods LLC
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to
Caa1-PD /LD from B3-PD
Backed Senior Secured Delayed Draw Term Loan, Super
Senior, Downgraded to B3 (LGD3) from B1 (LGD3)
Backed Senior Secured 1st Lien Term Loan, Downgraded
to Caa1 (LGD4) from B3 (LGD3)
Backed Senior Secured 2nd Lien Term Loan, Downgraded
to Caa3 (LGD5) from Caa1 (LGD5)
Assignments:
Issuer: Moran Foods LLC
Backed Senior Secured Delayed Draw Term Loan, Super
Senior, Assigned B3 (LGD3)
Backed Senior Secured 1st Lien Second Out Term Loan,
Assigned Caa1 (LGD4)
Backed Senior Secured 1st Lien Term Loan, Assigned Caa1 (LGD4)
Backed Senior Secured 2nd Lien Term Loan, Assigned Caa3 (LGD5)
Outlook Actions:
Issuer: Moran Foods LLC
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Moran Foods' Caa1 CFR reflects its weak liquidity and credit
metrics with debt to EBITDA of about 5.8x and EBITA to interest of
about 1.1x, which assumes full payment of cash interest. High
leverage and low coverage reflect earnings and cash flow weakness
as the company's performance has taken longer than expected to
improve. Moody's expects leverage to increase to about 6.6x and
EBITA coverage of interest to remain weak at about 1.0x. This
reflects the high execution risk associated with debt reduction,
which is highly contingent on asset sales, and cost reduction
initiatives to improve earnings. EBITA interest of coverage also
reflects Moody's assumption that the company will pay all interest
obligations in cash. Moody's continues to believe that the hard
discount food retail sector is well positioned for growth relative
to other retail channels given its low price points and relative
resistance to economic cycles and e-commerce, albeit still in a
very highly competitive operating environment.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if the company's operating earnings,
cash flow and liquidity do not improve. Ratings could also be
downgraded if the likelihood of default increases for any reason or
should recovery rates erode. Debt redemption at a discount would be
considered a distressed exchange and a default under Moody's
methodology. Quantitatively ratings could be downgraded if EBITA to
interest is sustained below 1.0x or should the company fail to
generate positive free cash flow.
Ratings could be upgraded if the company materially improves
operating earnings, cash flow and liquidity. Quantitatively,
ratings could be upgraded if debt to EBITDA is sustained below 5.5x
and EBITA to interest is sustained above 1.5x.
Moran Foods LLC is the parent of Save-A-Lot Holdings, LLC
("Save-A-Lot"). Moran Foods is a wholesaler to about 839 retail
partner licensed stores and 18 retail stores under the Save-A-Lot
banner. The company is majority owned by its lenders including JP
Morgan, Voya, CDPQ and Arbour Lane Capital and generates about $2.6
billion in annual revenue.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
MOUNTAIN MOVING: Court OKs Cash Collateral Access Thru Feb 16
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia,
Harrisonburg Division, authorized Mountain Moving LLC to use cash
collaeral on an interim basis in accordnce with the budget through
February 16, 2023.
These entities may assert a claim against the Debtor's personal
property interests, including its accounts, inventory, goods,
and/or equipment:
a. On Deck Capital
b. Rapid Finance
c. LG Funding, LLC
d. Cloudfund, LLC
e. RDM Capital Funding, LLC dba FinTap
f. White Road Capital/GFE Holdings
g. Funding Metrics, LLC dba Lendini
As adequate protection, the Lienholders will receive replacement
liens against postpetition Debtor deposit accounts and accounts
receivable through February 16, 2023.
In addition to the payments set forth in the Budget, the Debtor
will be authorized and ordered to remit to White Road Capital the
total sum of $1,500 every two weeks, in exchange for White Road
Capital's consent to the relief authorized.
A final hearing is set for February 16 at 11 a.m.
A copy of the order is available at https://bit.ly/3ktoS63 from
PacerMonitor.com.
About Mountain Moving LLC
Mountain Moving LLC, a Virginia limited liability company, provides
freight transport services on a regional basis. Its sole member is
Thomas Powell.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Va. Case No. 22-50561) on December 16,
2022. The Debtor disclosed up to $100,000 in assets and up to $1
million in liabilities.
Judge Rebecca B. Connelly oversees the case.
Hannah W. Hutman, Esq., at Hoover Penrod, PLC, represents the
Debtor as legal counsel.
MULLEN AUTOMOTIVE: Widens Net Loss to $740.3M in FY Ended Sept. 30
------------------------------------------------------------------
Mullen Automotive, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$740.32 million for the year ended Sept. 30, 2022, compared to a
net loss of $44.24 million for the year ended Sept. 30, 2021.
As of Sept. 30, 2022, the Company had $302.59 million in total
assets, $145.64 million in total liabilities, and $156.95 million
in total stockholders' equity.
As of Sept. 30, 2022, the Company's cash, restricted cash and cash
equivalents amounted to approximately $84.4 million and our total
debt amounted to approximately $9.0 million.
Fort Lauderdale, Florida-based Daszkal Bolton LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated Jan. 13, 2023, citing that the Company has sustained
net losses, has indebtedness in default, and has a deficiency in
working capital of approximately $36.0 million at Sept. 30, 2022,
which raise substantial doubt about its ability to continue as a
going concern.
Mullen stated, "To date, we have yet to generate any revenue from
our business operations. We have funded our capital expenditure
and working capital requirements through the sale of equity and
debt securities...Our ability to successfully commence commercial
operations and expand our business will depend on many factors,
including our working capital needs, the availability of equity or
debt financing and, over time, our ability to generate cash flows
from operations."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1499961/000155837023000273/muln-20220930x10k.htm
About Mullen
Mullen Automotive Inc. (fka Net Element Inc.) operates a Southern
California-based electric vehicle company that operates in various
verticals of businesses focused within the automotive industry.
During 2021, the Company completed a merger with Net Element, Inc.,
a Delaware-incorporated company. The Company changed its name from
"Net Element, Inc." to "Mullen Automotive Inc."
MUSCLEPHARM CORP: Taps Portage Point as Advisor, Appoints CRO
-------------------------------------------------------------
MusclePharm Corp. seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to hire Portage Point Partners, LLC as its
restructuring advisor and designate Jeffrey Gasbarra as chief
restructuring officer.
The Debtor requires a restructuring advisor to:
a. assist in evaluating and developing a short-term cash flow
model and related liquidity management tools for general corporate
purposes or as may be required by the Debtors or their various
constituents;
c. assist in the evaluation and development of a business plan
and such other related forecasts as may be required by the
Debtors;
d. assist in evaluating and developing various strategic
alternatives and financial analyses as requested by the Debtors;
e. assist in evaluating and implementing contingency planning
related to a Chapter 11 proceeding;
f. assist in working and negotiating with the Debtors'
constituents including, but not limited to, meeting with the
constituents, developing presentations and providing management
with financial analytical assistance necessary to facilitate such
negotiations;
g. assist in the development and distribution of information
required by the Debtors' constituents;
h. assist in obtaining and presenting information required by
parties in interest in the Debtors' bankruptcy process;
i. assist in other business, financial and reporting aspects
of a Chapter 11 proceeding including, without limitation, the
development and execution of asset sales, disclosure statement and
plan of reorganization; and
j. assist with such other matters as may be requested that
fall within Portage Point's expertise and that are mutually
agreeable.
Portage Point's hourly rates are:
Managing Partner $945
Service Line Leader $875
CRO $790
Managing Directors $765 - 795
Director $645 - 695
Vice President $545 - 630
Associate $390 - 425
Mr. Gasbarra disclosed in court filings that Portage Point is a
"disinterested person" as defined by Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jeffrey Gasbarra
Portage Point Partners, LLC
300 North LaSalle, Suite 1420
Chicago, IL 60654
Phone: (312) 781-7525
Fax: (312) 533-0645
Email: mray@pppllc.com
About MusclePharm Corp.
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- is a lifestyle company that
develops, manufactures, markets and distributes branded nutritional
supplements. It offers a broad range of performance powders,
capsules, tablets, gels and on-the-go ready to eat snacks that
satisfy the needs of enthusiasts and professionals alike.
MusclePharm filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
22-14422) on Dec. 15, 2022. In the petition filed by its chief
executive officer, Ryan Drexler, the Debtor reported assets and
liabilities between $10 million and $50 million.
The Honorable Natalie M. Cox is the case judge.
The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC
as legal counsel, and Portage Point Partners, LLC as restructuring
advisor. Jeffrey Gasbarra of Portage Point Partners serves as the
Debtor's chief restructuring officer.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's case. Matthew C.
Zirzow, Esq., is the committee's attorney.
NEW YORK INN: Seeks Cash Collateral Access
------------------------------------------
New York Inn Inc. asks the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, for authority to use cash
collateral and provide adequate protection.
The Debtor has an immediate need to use the cash collateral of
Spectra Bank and the U.S. Small Business Administration, the
Debtor's secured creditors claiming liens on the Debtor's personal
property including room rents.
The Debtor will use the cash collateral to continue its ongoing
operations.
The Debtor can adequately protect the interests of the Secured
Lenders by providing the Secured Lenders with post-petition liens,
a priority claim in the Chapter 11 bankruptcy case, and cash flow
payments.
A copy of the motion is available at https://bit.ly/3XEfATk from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/3IZxyvq from
PacerMonitor.com.
The Debtor projects $21,251 in total income and $16,079 in total
expenses for January 2023.
About New York Inn
A group of creditors including AP Interior, Prateek Desai and
Wajattat Ali Khan filed an involuntary Chapter 11 petition against
Arlington, Texas-based New York Inn Inc. (Bankr. N.D. Texas Case
No. 21-30958) on May 21, 2021. The creditors are represented by
Bill Rielly, Esq.
Judge Michelle V. Larson oversees the case.
New York Inn tapped Joyce W. Lindauer Attorney, PLLC as bankruptcy
counsel.
NGL ENERGY: GP's Executive VP to Receive $500K Annual Salary
------------------------------------------------------------
NGL Energy Partners LP filed an Amendment No. 1 on Form 8-K/A to
its Current Report on Form 8-K with the Securities and Exchange
Commission on Jan. 3, 2023, to amend and restate the Original
Report to provide information about the compensatory arrangements
related to the appointment of Brad Cooper.
NGL Energy announced the appointment of Brad Cooper to serve as the
executive vice president and chief financial officer of NGL Energy
Holdings LLC, the general partner of the Partnership, effective
Jan. 13, 2023. Mr. Cooper will succeed Linda Bridges, who notified
the Partnership on Dec. 30, 2022, that she has resigned from her
position of executive vice president and chief financial officer
effective Jan. 13, 2023 to pursue other interests.
Mr. Cooper, 47, joined the Partnership in June 2021 as the
Partnership's senior vice president of Administration and Risk
Management. Mr. Cooper has over 20 years of experience in the
energy space working for public companies with experience across
upstream, midstream and downstream sectors. Most recently prior to
joining the Partnership, Mr. Cooper spent 10 years with WPX Energy
where he was vice president of Finance and treasurer. Prior to WPX
Energy, he was at The Williams Companies where he held various
corporate finance and risk management leadership roles.
In connection with the appointment of Mr. Cooper as the executive
vice president and chief financial officer of the General Partner,
the Board of Directors of the General Partnership authorized a
compensation arrangement that provides that during the term of his
role as executive vice president and chief financial officer, he
receives an annual base salary of $500,000, effective Jan. 13,
2023.
The Company stated Mr. Cooper does not have any family
relationships with any director, executive officer, or any person
nominated to become a director or executive officer, of the General
Partner and there are no arrangements or understandings between Mr.
Cooper and any other person pursuant to which Mr. Cooper was
appointed as the executive vice president, chief financial
officer.
About NGL Energy
NGL Energy Partners LP is a diversified midstream energy
partnership that transports, treats, recycles and disposes of
produced water generated as part of the energy production process
as well as transports, stores, markets and provides other logistics
services for crude oil and liquid hydrocarbons. Originally formed
in September 2010, the Company is a Delaware master limited
partnership and its business is currently organized into the
following three segments: (a) Water Solutions segment; (b) Crude
Oil Logistics segment; and (c) Liquids Logistics segment.
NGL Energy reported a net loss of $184.10 million for the year
ended March 31, 2022, a net loss of $639.19 million for the year
ended March 31, 2021, and a net loss of $398.78 million for the
year ended March 31, 2020.
* * *
As reported by the TCR on Nov. 25, 2022, S&P Global Ratings lowered
its issuer credit rating (ICR) on NGL Energy Partners L.P. (NGL) to
'CCC+' from 'B-'. S&P said, "The downgrade reflects our
expectation that although NGL has sufficient cash flow to pay down
the $400 million of 2023 senior unsecured notes before they mature,
liquidity is tight."
NORMAN'S INVESTMENTS: Seeks to Tap Jones & Walden as Legal Counsel
------------------------------------------------------------------
Norman's Investments Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire Jones
& Walden, LLC as its legal counsel.
The firm's services include:
(a) preparing pleadings and applications;
(b) conducting examination;
(c) advising the Debtor of its rights, duties and
obligations;
(d) consulting with and representing the Debtor with respect
to a Chapter 11 plan;
(e) performing legal services incidental and necessary to the
day-to-day operations of the Debtor's business; and
(f) taking all other actions incident to the proper
preservation and administration of the Debtor's estate and
business.
The firm will be paid at these rates:
Attorneys $225 - $425 per hour
Paralegals $110 - $250 per hour
Leon Jones, Esq., a partner at Jones & Walden, 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:
Leon S. Jones, Esq.
Jones & Walden, LLC
699 Piedmont Ave NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: ljones@joneswalden.com
About Norman's Investments Services
Norman's Investments Services, LLC sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-10010) on Jan. 2, 2023, with $500,001 to $1 million in both
assets and liabilities. Leon S. Jones, Esq., at Jones & Walden, LLC
represents the Debtor as counsel.
NORTHWEST SENIOR: Wins Cash Collateral Access, $15.5MM DIP Loan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Northwest Senior Housing Corporation
and its debtor-affiliates to continue using cash collateral and
obtain postpetition financing on a final basis.
The Court said the aggregate amount of the DIP Facility will be
increased by $5.4 million from $10.1 million to $15.5 million, and
all references to the "DIP Facility" and "DIP Loans" in the Final
DIP Order will include the Increased DIP Amount.
The Debtors are permitted to continue using cash collateral
constituting proceeds of accounts and revenues from operations of
the Community through and including the Maturity Date in accordance
with the terms of the Final Order. Cash collateral will include,
without limitation, the advances under the DIP Facility, but will
not include any other funds received by the Debtors during these
proceedings.
As previously reported by the Troubled Company Reporter, the
Debtors have requested UMB Bank, NA to provide advances up to an
aggregate amount of $10.1 million, inclusive of amounts approved
under interim court orders, which funds will be used by the Debtors
solely to the extent provided in the Budget.
Pursuant to the Interim Orders, as reaffirmed by the Final Order,
the Debtors admitted, stipulated, and agreed that NSHC is obligated
to the Trustee for the benefit of the beneficial holders of the
tax-exempt Bonds, authorized and issued by the Tarrant County
Cultural Education Facilities Finance Corporation, including:
(i) the Retirement Facility Revenue Bonds (Northwest Senior
Housing Corporation - Edgemere Project) Series 2015A in the
original aggregate principal amount of $53.6 million and the
Retirement Facility Revenue Bonds (Northwest Senior Housing
Corporation - Edgemere Project) Series 2015B in the original
aggregate principal amount of $40.590 million, issued pursuant to
an Indenture of Trust, dated as of May 1, 2015, by and between the
Issuer and The Bank of New York Mellon Trust Company, National
Association, as the prior bond trustee; and
(ii) the Retirement Facility Revenue Bonds (Northwest Senior
Housing Corporation - Edgemere Project), Series 2017 in the
original aggregate principal amount of $21,685,000, issued pursuant
to the Indenture of Trust, dated as of March 1, 2017, by and
between the Issuer and the Prior Bond Trustee.
The Debtors admitted, stipulated, and agreed that the Issuer loaned
the proceeds of the Bonds to NSHC pursuant to that certain Loan
Agreement, dated as of May 1, 2015, by and between the Issuer and
NSHC and that Loan Agreement, dated as of March 1,2017, by and
between the Issuer and NSHC. The bonds were primarily to:
(i) finance or refinance the cost of the acquisition,
construction, renovation and equipping of the Community, including
capital expenditures;
(ii) fund various accounts and funds held by the Trustee; and
(iii) pay certain costs associated with the issuance of the
Bonds.
As of the Petition Date, the amounts due and owing by NSHC with
respect to the Bonds and the obligations under the Bond Documents
are as follows:
a. Unpaid principal on the Bonds in the amount of
$109,185,000;
b. Accrued but unpaid interest on the Bonds in the amount of
$2,543,919 as of April 13,2022; and
c. unliquidated, accrued and unpaid fees and expenses of the
Trustee and its professionals incurred through the Petition Date.
Such amounts, when liquidated, will be added to the aggregate
amount of the Bond Claim.
The Final DIP Order, as amended will remain in full force and
effect in accordance with its terms.
A copy of the order is available at https://bit.ly/3kom0aI from
PacerMonitor.com.
About Northwest Senior Housing
Northwest Senior Housing Corporation d/b/a Edgemere is a Texas
nonprofit corporation and is exempt from federal income taxation as
a charitable organization described under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended. Northwest Senior Housing
Corporation was formed for the purpose of developing, owning and
operating a senior living community now known as Edgemere.
Northwest Senior Housing Corporation, et al. sought Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 22-30659) on April
14, 2022. The petitions were signed by Nick Harshfield, treasurer.
Northwest Senior estimated assets and liabilities between $100
million to $500 million and $100 million to $500 million each.
Polsinelli PC serves as the Debtors' bankruptcy counsel. FTI
Consulting Inc. is the Debtors' business advisor. Kurtzman Carson
Consultants LLC is the Debtors' notice, claims and balloting agent
as well as administrative advisor.
OLYMPIA SPORTS: Hilco to Auction IP Assets on February 9
--------------------------------------------------------
Hilco Streambank, an intellectual property advisory firm
specializing in the valuation and sale of intangible assets, on
Jan. 17 announced the sale of the intellectual property and related
assets of the Olympia Sports, Clever Training, and Surf Outfitter
brands. The assets available for sale include trademarks, customer
data, 50+ domain names, and more. The assets can be sold
individually or as a package.
Offers to acquire the intellectual property and related assets are
due by February 7, 2023, and an auction will be held on February 9,
2023.
Established in 1975 with its first store in South Portland, Maine,
Olympia Sports provided smaller communities across the northeast
and mid-Atlantic region with access to high quality sports
equipment, fitness gear and apparel, athletic shoes, casual wear,
and sports accessories. Over the past 45+ years, it expanded across
14 states, operating over 230 brick-and-mortar stores at its peak
in 2012 and over 150 in 2019, and the e-commerce site
OlympiaSports.net, which generated more than 16.3 million visits
between January 2020 and May 2022.
CleverTraining.com was an e-commerce specialty retailer focused on
providing the latest high performance, innovative athletic training
gear for the active lifestyle enthusiast across a wide range of
sports and outdoor activities. Peak sales, all generated through
CleverTraining.com, were $11.8 million.
Surf Outfitter, through its e-commerce channel at SurfOutfitter.com
and one store in Tampa, Florida, provided a hand-selected
collection of apparel, equipment, and accessories that catered to
the surf and waterman lifestyle, with sales of $2 million in 2020.
"Olympia Sports has been a staple of the Northeast for decades and
has garnered a loyal customer base including over 415,000 customers
who have made a purchase in the last 2 years," remarked Hilco
Streambank Senior Vice President Richelle Kalnit. "The successful
expansion into e-commerce contributed to retail and e-commerce
combined sales of over $61 million in 2020 and $75 million in 2021.
A buyer of Olympia's intellectual property has the opportunity to
leverage a brand known for its quality and reliability when it
comes to sporting goods, equipment, and accessories, and to engage
with a customer base seeking a trusted outlet for its sporting
goods needs."
Kalnit continued, "The additional specialty retail brands add
unique value to the offering. Each one has gained a reputation as a
trusted leader in its respective niche, with a strong history of
select, high-quality product lines, representing communities that
are committed to these passions and lifestyles."
Parties interested in learning more about the assets and sale
process can click here or contact Hilco Streambank directly using
the contact information provided below.
David Peress
Executive Vice President
dperess@hilcoglobal.com
617.642.1909
Richelle Kalnit
Senior Vice President
rkalnit@hilcoglobal.com
212.993.7214
Stella Silverstein
Analyst
ssilverstein@hilcoglobal.com
646.651.1953
About Hilco Streambank
Hilco Streambank is a market leading advisory firm specializing in
intellectual property disposition and valuation. Having completed
numerous transactions including sales in publicly reported Chapter
7 and 11 bankruptcy cases, private transactions, and online sales
through IPv4.Global, Hilco Streambank has established itself as the
premier intermediary in the consumer brand, internet, and telecom
communities. Hilco Streambank is part of Northbrook, Illinois based
Hilco Global, the world's leading authority on maximizing the value
of business assets by delivering valuation, monetization and
advisory solutions to an international marketplace. Hilco Global
operates more than twenty specialized business units offering
services that include asset valuation and appraisal, retail and
industrial inventory acquisition and disposition, real estate and
strategic capital equity investments.
About Olympia Sports
Olympia Sports Acquisitions, LLC, is a sporting goods retail
company that maintains brick and mortar locations across the East
Coast, including Maine, New Hampshire, Vermont, New
York,Massachusetts, Rhode Island, and New Jersey.
On Sept. 11, 2022, Olympia Sports and several affiliates,
including, RSG Acquisitions, LLC, Project Running Specialties,
Inc., and The Running Specialty Group, LLC, sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10853).
Olympia Sports estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million as of the bankruptcy
filing.
The Debtors tapped Shulman Bastian Friedman & Bui LLP as general
bankruptcy counsel; Morris James LLP as local counsel; and Force 10
Partners as financial advisor. BMC Group is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in Debtors' cases on
Sept. 23, 2022. Kelley Drye & Warren, LLP, Emerald Capital
Advisors, and Potter Anderson & Corroon, LLP as lead bankruptcy
counsel, financial advisor and Delaware counsel, respectively.
OLYMPIA SPORTS: Intellectual Property Headed for Auction
--------------------------------------------------------
Nate Delesline III of Retail Dive reports Olympia Sports'
intellectual property is up for sale after the Maine-based sporting
goods retailer filed for Chapter 11 bankruptcy in September 2022,
according to a news release shared with Retail Dive.
Hilco Streambank, an advisory firm that specializes in Chapter 7
and Chapter 11 bankruptcy cases and intellectual property
dispositions, is handling the sale. Hilco is seeking offers through
Feb. 7 and plans to take the IP to auction on February 9, 2023.
However, the sale is subject to the approval of the U.S. Bankruptcy
Court for the District of Delaware.
The IP of two other brands, Clever Training and Surf Outfitter, is
also for sale, along with customer data and domain names.
Olympia Sports went out of business in September 2022 after 47
years.
Established in 1975 in South Portland, Maine, Olympia sold sports
equipment, fitness gear and apparel, athletic shoes, casual wear
and athletic accessories. At the time of its closure, the company
had a footprint of about 35 stores and 324 employees.
At its peak in 2012, Olympia Sports had 230 stores in New England
and the mid-Atlantic. However, the company’s growth and success
began to stall after that. In response, Olympia Sports closed
unprofitable stores between 2013 and 2019 as leases expired.
After an acquisition by private equity firm CriticalPoint Capital
in 2019, Olympia’s brick-and-mortar footprint shrank to 75
stores. That deal marked the start of a time of turbulence at the
company. In April 2022, Olympia decided to liquidate 22 stores to
generate cash flow, the company said in court documents. Despite
various turnaround efforts, Olympia ultimately filed for bankruptcy
just ahead of 2022’s fourth quarter.
Olympia Sports generated $65.2 million in retail and $9.8 million
in e-commerce sales in 2021. Gross revenues that year were about
$74 million with a negative EBITDA of about $1.5 million. Through
July 31, 2022, Olympia's gross revenues were about $28 million with
a negative EBITDA of $7.8 million, the company said in court
filings.
Sales of intellectual property can generate tens of millions -- or
even hundreds of millions -- of dollars, and potentially bring
defunct brands back to life. In the last decade or so, some of the
well-known IPs on the market included Toys R Us, Circuit City and
Pier 1. Hilco also handled the recent sale of Stein Mart's
intellectual property.
In Olympia's case, the assets available for sale include
trademarks, customer data for 640,000 people, an owned image
library, and more than 50 domain names, including
OlympiaSports.net, CleverTraining.com, SurfOutfitter.com,
RunColorado.com and ClothesBuy.com. Hilco said the assets can be
sold individually or as a package.
"Olympia Sports has been a staple of the Northeast for decades and
has garnered a loyal customer base including over 415,000 customers
who have made a purchase in the last two years," Hilco Streambank
Senior Vice President Richelle Kalnit said in a news release shared
with Retail Dive.
"The successful expansion into e-commerce contributed to retail and
e-commerce combined sales of over $61 million in 2020 and $75
million in 2021," Kalnit continued. "A buyer of Olympia's
intellectual property has the opportunity to leverage a brand known
for its quality and reliability when it comes to sporting goods,
equipment, and accessories, and to engage with a customer base
seeking a trusted outlet for its sporting goods needs."
Olympia's e-commerce site OlympiaSports.net generated more than
16.3 million visits between January 2020 and May 2022. But due to
shipping costs and competition, e-commerce "turned out to be an
unprofitable venture" for Olympia, according to bankruptcy-related
court documents. Olympia ended its e-commerce operations in April
2022.
CleverTraining.com was an e-commerce specialty retailer. It focused
on providing high-performance athletic training gear for active
lifestyle enthusiasts. SurfOutfitter.com offered a hand-selected
collection of apparel, equipment, and accessories that catered to
people in the surf and waterman lifestyles. Surf Outfitter also
operated one retail store in Tampa, Florida. Clever Training's
peak sales reached $11.8 million, while Surf Outfitter recorded $2
million in 2020, Hilco said.
"The additional specialty retail brands add unique value to the
offering," Kalnit said. "Each one has gained a reputation as a
trusted leader in its respective niche, with a strong history of
select, high-quality product lines, representing communities that
are committed to these passions and lifestyles."
About Olympia Sports Acquisitions
Olympia Sports Acquisitions, LLC, is a sporting goods retail
company that maintains brick and mortar locations across the East
Coast, including Maine, New Hampshire, Vermont, New
York,Massachusetts, Rhode Island, and New Jersey.
On Sept. 11, 2022, Olympia Sports and several affiliates,
including, RSG Acquisitions, LLC, Project Running Specialties,
Inc., and The Running Specialty Group, LLC, sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10853).
Olympia Sports estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million as of the bankruptcy
filing.
The Debtors tapped Shulman Bastian Friedman & Bui LLP as general
bankruptcy counsel; Morris James LLP as local counsel; and Force 10
Partners as financial advisor. BMC Group is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in Debtors' cases on
Sept. 23, 2022. Kelley Drye & Warren, LLP, Emerald Capital
Advisors, and Potter Anderson & Corroon, LLP as lead bankruptcy
counsel, financial advisor and Delaware counsel, respectively.
ONE IMPORTERS: Seeks to Hire Paul E. Saperstein Co as Auctioneer
----------------------------------------------------------------
One Importers and Distributors, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Holbrook-based auctioneer, Paul E. Saperstein Co., Inc., to sell
its vehicle.
The auctioneer's fee will be 10 percent of the gross sales price of
the vehicle. In addition, the firm will charge a "buyer’s
premium" equal to 15 percent of the gross sales price if the
vehicle is purchased online and 12 percent of the gross sales price
if the vehicle is purchased onsite.
Paul E. Saperstein Co and its employees neither hold nor represent
any interest adverse to the Debtor, according to court filings.
The firm can be reached through:
Michael Saperstein
Paul E. Saperstein Co., Inc
144 Centre Street
Holbrook, MA 02343-1011
Phone: 617-227-6553
Fax: 781-767-9686
Email: msaperstein@pesco.com
About One Importers and Distributors
One Importers and Distributors, LLC operates a wholesale commercial
bakery at 100 Weymouth St., Unit # G2, Rockland, Mass.
One Importers and Distributors sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-11592) on
Nov. 11, 2022. In the petition signed by its manager, Maria Betania
Damota, the Debtor disclosed up to $1 million in both assets and
liabilities.
Judge Christopher J. Panos oversees the case.
Marques C. Lipton, Esq., at Lipton Law Group, LLC, is the Debtor's
counsel.
ORTHOPAEDIC SURGICAL: Taps Daniel L. Freeland as Legal Counsel
--------------------------------------------------------------
Orthopaedic Surgical Consultants, P.C. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Indiana to hire
Daniel L. Freeland & Associates, P.C. as its legal counsel.
The firm's services will include:
(a) advising the Debtor regarding its power and duties;
(b) defending complaints and motions for relief to stay filed
by creditors;
(c) protecting the Debtor's interest in any executory
contracts;
(d) preparing legal papers;
(e) preparing and filing Chapter 11 plans, disclosures and
other papers; and
(f) performing all other legal services for the Debtor.
The services will be provided mainly by Daniel Freeland, Esq., who
will be paid at the rate of $400 per hour. The hourly rate for the
firm's associates is $300.
The firm received a retainer of $25,000 prior to the filing of the
bankruptcy case.
Daniel L. Freeland & Associates neither holds nor represents any
interest adverse to the Debtor and its estate, according to a court
filing.
The firm can be reached through:
Daniel L. Freeland, Esq.
Daniel L. Freeland & Associates, P.C.
9105 Indianapolis Blvd.
Highland, IN 46322
Telephone: (219) 922-0800
Facsimile: (219) 922-1261
Email: dlf9601@aol.com
About Orthopaedic Surgical Consultants
Orthopaedic Surgical Consultants, P.C. filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ind. Case No. 22-21919) on Dec. 31, 2022, with $1 million to $10
million in both assets and liabilities. John Pomponi, member of
Orthopaedic Surgical Consultants, signed the petition.
Daniel L. Freeland, Esq., at Daniel L. Freeland & Associates, P.C.
represents the Debtor as counsel.
OVERSEAS SHIPHOLDING: Egan-Jones Retains B- Sr. Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company on January 5, 2023, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Overseas Shipholding Group, Inc. EJR also maintained
its C rating on commercial paper issued by the Company.
Headquartered in New York, New York, Overseas Shipholding Group,
Inc. is the operator of a fleet of twenty-four oil tankers and oil
tug-barges.
PACKABLE HOLDINGS: Court OKs Deal on Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Packable Holdings, LLC f/k/a Entourage Commerce, LLC, to continue
using cash collateral on a final basis in accordance with its
agreement with JPMorgan Chase Bank, N.A. on behalf of itself and
the ABL Lenders.
The Court said the Debtor may continue using cash collateral
through the earlier of (a) March 3, 2023, and (b) the deadline to
object to confirmation of a chapter 11 plan. The extension is
without prejudice to the right of the statutory committee to seek
further extensions of the Challenge Period in connection with any
further interim or final approval of the use of cash collateral in
the chapter 11 cases.
A final hearing on the matter is set for February 15, 2023.
Objections are due February 8.
As previously reported by the Troubled Company Reporter, Debtors
Holdings and Pharmapacks, LLC are borrowers under a Credit
Agreement, dated as of July 24, 2020, by and among Holdings and
Pharmapacks, JPMorgan Chase Bank, N.A. as agent and lender, and the
additional lenders from time to time party thereto in an aggregate
principal amount not to exceed $60 million, with availability based
on the value of certain of the Debtors' accounts receivable and
inventory, less certain offsets, reserves, and availability blocks.
The ABL Facility matures on January 15, 2023.
All obligations under the ABL Facility are guaranteed on a senior
secured first-lien basis by each of Packable's wholly owned
domestic subsidiaries. Pursuant to a Pledge and Security agreement
dated as of July 24, 2020, the ABL Facility is secured by first
priority security interests in and liens on the "Collateral", which
is comprised of substantially all of the Debtors' assets, including
intellectual property. In addition, the ABL Lenders have cash
dominion over Packable's operating accounts and, in specified
circumstances, over its investment account.
On April 14, 2022, contemporaneously with the closing of the Term
Loan Facility, the ABL Lenders and Packable entered into a
forbearance agreement to address certain defaults by Packable and
an agreed-upon forbearance by the ABL Lenders. The ABL Forbearance
Agreement required Packable to maintain minimum liquidity of at
least $10 million at all times, and to deposit cash into a
restricted cash account to cure any deficiency in the borrowing
base in the event the borrowing base fell below $47 million.
On April 14, 2022, Holdings entered into the Term Loan Credit
Agreement, which governs a multi-tranche term loan facility with
Alter Domus (US) LLC, and certain Term Loan Lenders to the Debtors
comprised of $86,652,935 in Tranche A loans and $8,715,000 in
bridge loans. As of the Petition Date, the aggregate principal
amount outstanding under the Term Loan Facility was $95,367,935.
The Interim Cash Collateral Order will remain in full force and
effect, and will not extend the Challenge Period with respect to
any Challenge against the Secured Parties for any party other than
the Committee.
A copy of the order is available at https://bit.ly/3GKgiaG from
PacerMonitor.com.
About Packable Holdings LLC
Packable Holdings LLC -- https://www.packable.com/ -- is a
multi-marketplace e-commerce enablement platform.
Packable Holdings LLC and 5 affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
22-10797) on August 29, 2022. In the petition filed by Maria
Harris, as chief legal officer, the Debtor reported assets and
liabilities between $100 million and $500 million each.
Judge Craig T. Goldblatt oversees the case.
Cooley LLP and Potter Anderson & Corroon LLP serve as the Debtors'
attorneys. Alvarez and Marsal North America, LLC, is the financial
advisor. Epiq Corporate Restructuring, LLC, is the claims agent.
Hilco Merchant Resources, LLC, is the liquidation agent.
PARAMOUNT AIR: Seeks Approval to Hire Iron Horse as Auctioneer
--------------------------------------------------------------
Paramount Air Solutions, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of North Carolina to hire
Iron Horse Auction Company, Inc. to assist with the sale of its
HVAC equipment and other items.
The firm will charge a buyer's premium of 15 percent.
William Lilly, Jr., president of Iron Horse, disclosed in a court
filing that he and his firm are "disinterested persons" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
William B. Lilly Jr.
Iron Horse Auction Company, Inc.
174 Airport Rd
Rockingham, NC 28379
Phone: 910-997-2248
Fax: 910-895-1530
Email: will@ironhorseauction.com
About Paramount Air Solutions
Paramount Air Solutions, LLC offers residential and light
commercial HVAC maintenance, emergency service, repairs and system
change outs. It currently has 215 service plan customers who hold
maintenance agreements with the company, with Paramount performing
routine HVAC maintenance biannually. The company services customers
from South Charlotte, Gastonia, Waxhaw, the Lake Norman area and
the Piedmont Triad.
Paramount sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. M.D.N.C. Case No. 22-10635) on Dec. 16, 2022. In the
petition signed by its member-manager, Jeramy Lee Goodman, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Lena M. James oversees the case.
Samantha K. Brumbaugh, Esq., at Ivey, McClellan, Siegmund,
Brumbaugh & McDonough, LLP is the Debtor's legal counsel.
PENN ENTERTAINMENT: Egan-Jones Retains B- Sr. Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company on January 6, 2023, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Penn Entertainment Inc. EJR also downgraded the
rating on commercial paper issued by the Company to B from A3.
Headquartered in Wyomissing, Pennsylvania, Penn Entertainment,
Inc., formerly Penn National Gaming, is an American entertainment
company and operator of integrated entertainment, sports content,
and casino gaming.
PIPELINE HEALTH: Gets Court Approval to Exit Bankruptcy
-------------------------------------------------------
Pipeline Health System LLC won bankruptcy court approval of a
Chapter 11 exit plan that cuts the community hospital operator's
debt by more than $330 million.
According to Bloomberg, Judge Marvin Isgur of the US Bankruptcy
Court for the Southern District of Texas approved Pipeline's
Chapter 11 plan during a hearing Friday, Jan. 13, 2023, calling it
a "remarkable achievement" that the company and its creditors
worked together to keep its facilities "open for their
communities."
Pipeline, based in El Segundo, Calif., negotiated a fully
consensual Chapter 11 plan resolution after filing for bankruptcy
in early October 2022.
Pipeline said in a statement announcing the plan confirmation that
it expects to emerge from Chapter 11 in the coming weeks.
Pipeline's executive leadership team and hospital CEOs worked
through a strategic restructuring process relatively quickly. In
that process, and with the guidance of legal experts and business
consultants, Pipeline has:
* Successfully completed the sale of the two Chicago hospitals
with public and legislative support.
* Evaluated all vendor contracts to ensure affordability and
service excellence to meet the company's needs.
* Developed a high-level strategic business plan that sets
realistic financial goals to balance the budget and ensure the
company’s future success.
* Secured financial agreements with key stakeholders who want to
support Pipeline Health going forward.
In a memo to employees and physicians, Pipeline Chief Executive
Officer Andrei Soran characterized the announcement as "excellent
news for our employees, physicians and the patients we serve," as
the company prepares to "embark on a new path forward."
In announcing the filing, Pipeline leadership stated that the
company's goal was to work through some difficult industry-wide
financial challenges -- exacerbated by the COVID-19 pandemic -- and
emerge as a stronger organization early in the new year.
Meanwhile, in the weeks ahead and with an orderly transition,
Pipeline Health will have a new chief executive officer at the helm
as current Chief Financial Officer Bob Allen, an experienced
healthcare executive, becomes CEO. Four executive leaders will be
stepping away from their duties to pursue other healthcare
opportunities as their commitment to a successful restructuring has
been fulfilled. Those individuals include: CEO Soran; Joe
Badalian, chief operating officer; Traci Bowen, chief human
resources officer; and Dr. Bob Frank, chief medical officer.
Soran noted, "We owe a debt of gratitude to our Pipeline corporate
leaders, physicians, our hospital CEOs and management teams and
others who have collaborated in this challenging restructuring
process. I am proud of the work we have done together."
About Pipeline Health System
Pipeline Health Systems, LLC is an independent, community-focused
healthcare network that offers a wide range of medical services to
the communities it serves, including maternity care, cancer
treatment, behavioral health, rehabilitation, general surgery, and
hospice care. Headquartered in El Segundo, California, Pipeline's
operations include seven safety net hospitals across California,
Texas, and Illinois, with approximately 310 physicians and over
1,150 beds to serve patients, and a company-wide workforce of over
4,200.
Pipeline Health Systems and its affiliates sought Chapter 11
protection (S.D. Texas Lead Case No. 22-90291) on Oct. 2, 2022. In
the petition signed by Andrei Soran, authorized signatory, Pipeline
Health Systems disclosed $500 million to $1 billion in assets and
liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura
Consulting Group, LLC as restructuring advisor; and Jefferies, LLC,
as financial advisor and investment banker. Epiq Corporate
Restructuring, LLC, is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' bankruptcy cases. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as legal
counsel and FTI Consulting, Inc. as financial advisor.
Susan Nielsen Goodman, the patient care ombudsman appointed in the
Debtors' cases, is represented by Crowe & Dunlevy, P.C.
POLERCOASTER LLC: Taps Latham Luna Eden & Beaudine as Counsel
-------------------------------------------------------------
Polercoaster, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire Latham Luna Eden & Beaudine,
LLP as its legal counsel.
The firm's services include:
a. advising as to the Debtor's rights and duties in its
Chapter 11 case;
b. preparing pleadings, including a plan of reorganization;
and
c. taking all other necessary actions incident to the proper
preservation and administration of the Debtor's estate.
Latham will charge $250 to $475 per hour for attorney's services
and $105 per hour for paraprofessional services. Benjamin Taylor,
Esq., and Justin Luna, Esq., the attorneys primarily working on
this matter, charge $250 per hour and $475 per hour, respectively.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
The firm received from the Debtor an advance fee of $30,000.
Justin Luna, Esq., a partner at Latham Luna Eden & Beaudine,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Justin M. Luna, Esq.
Latham Luna Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
About Polercoaster LLC
Polercoaster, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04496) on Dec.
21, 2022, with up to $50,000 in assets and $500,001 to $1 million
in liabilities. Latham, Luna, Eden & Beaudine, LLP represents the
Debtor as counsel.
PRINCIPLE ENTERPRISES: Exclusivity Period Extended to March 8
-------------------------------------------------------------
Principle Enterprises, LLC obtained a court order extending the
period during which it has the exclusive right to file a Chapter 11
plan and solicit votes on the plan to March 8 and May 7,
respectively.
The ruling by the U.S. Bankruptcy Court for the Western District of
Pennsylvania allows the company to remain in control of its
bankruptcy and pursue its own plan without the threat of a
competing plan from creditors.
The extension will benefit creditors by avoiding the drain on
estate assets attendant to a competing plan, according to the
company's attorney, Daniel Schimizzi, Esq., at Whiteford, Taylor &
Preston, LLP.
"The extension is intended to allow [Principle Enterprises] to
continue to work cooperatively with key parties toward the goal of
confirming and implementing the combined plan in the most
cost-efficient manner possible," Mr. Schimizzi said, referring to
the combined disclosure statement and plan of reorganization filed
by the company on Dec. 6 last year.
The plan proposes to pay general unsecured creditors 10% of their
allowed claims. Each general unsecured creditor will receive cash
in an amount equal to its pro rata share of the general unsecured
recovery pool.
About Principle Enterprises
Principle Enterprises, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-21779) on
Sept. 9, 2022, with up to $50 million in both assets and
liabilities. Angelo Mark Papalia, president of AMP Holdings, sole
member, signed the petition.
Judge Gregory L. Taddonio oversees the case.
Daniel R. Schimizzi, Esq., at Whiteford, Taylor & Preston, LLP is
the Debtor's counsel.
The Debtor filed its proposed combined Chapter 11 plan and
disclosure statement on Dec. 6, 2022.
QUOTIENT LIMITED: Feb. 15 Combined Hearing on Plan & Disclosures
----------------------------------------------------------------
In Quotient Limited's case, Judge David R. Jones is slated to hold
a combined hearing at which time the Court will consider, among
other things, the adequacy of the Disclosure Statement and
confirmation of the Plan on Feb. 15, 2023, at 2:00 p.m. (prevailing
Central Time).
The Debtor must file with the Court the Plan Supplement on or
before February 3, 2023.
The voting deadline will be on February 7, 2023, at 4:00 p.m.
(prevailing Central Time).
Any responses or objections to the adequacy of the Disclosure
Statement or confirmation of the Plan must be filed and served no
later than 4:00 p.m. (prevailing Central Time) on February 10,
2023.
The Opt-Out deadline will be on February 10, 2023, at 4:00 p.m.
(prevailing Central Time).
The Debtor must, on or before February 13, 2023, file with this
Court (i) the Voting Declaration, (ii) any replies in support of
the Disclosure Statement or the Plan, (iii) the Confirmation Order,
and (iv) the Confirmation Brief.
Cause exists to extend the time by which the Debtor must file the
Schedules, Statements, and 2015.3 Reports until February 22, 2023,
without prejudice to the Debtor's rights to request further
extensions thereof. If the Plan is confirmed on or prior to
February 22, 2023, any requirement that the Debtor files Schedules,
Statements, and 2015.3 Reports shall be permanently waived.
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.
RAYONIER ADVANCED: Moody's Rates New $325MM Sr. Secured Notes 'B3'
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Rayonier Advanced
Materials Inc.'s (RYAM) proposed $325 million senior secured notes
due 2028. At the same time, Moody's affirmed the company's B3
corporate family rating and B3-PD probability of default rating.
Moody's downgraded RYAM's existing senior secured notes to B3 from
B1. The company's speculative grade liquidity rating remains
unchanged at SGL-2. The outlook was changed to positive from
stable.
Proceeds from the proposed notes issuance will be used to refinance
RYAM's senior unsecured $334 million notes (currently outstanding)
due June 2024. Pro-forma for the transaction, RYAM will have two
classes of debt, the priority-ranking $200 million ABL credit
facility due 2025 and $800 million (currently outstanding) B3-rated
senior secured notes due 2026 and 2028. The downgrade of the
existing senior secured notes to the B3 corporate family rating is
driven by the senior secured notes now making up the bulk of the
capital structure.
"The positive outlook reflects Moody's expectation for EBITDA
growth to support deleveraging toward 5x, however Moody's recognize
there is some execution risk to achieve this," said Aziz Al
Sammarai, Moody's analyst. "The proposed refinancing transaction
enhances RYAM's maturity profile and the company's improved
reliability will support a more stable operating performance," he
added.
Affirmations:
Issuer: Rayonier Advanced Materials Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Assignments:
Issuer: Rayonier Advanced Materials Inc.
Senior Secured Regular Bond/Debenture, Assigned B3 (LGD3)
Downgrades:
Issuer: Rayonier Advanced Materials Inc.
Senior Secured Regular Bond/Debenture, Downgraded to B3 (LGD3)
from B1 (LGD3)
Outlook Actions:
Issuer: Rayonier Advanced Materials Inc.
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
RAYM's B3 CFR is constrained by exposure to volatile pulp pricing;
limited growth in markets of acetate-based specialty cellulose (SC)
pulp, which is primarily used to manufacture cigarette filters; and
several high-cost assets that are challenged to generate cash
during cyclical downturns. The rating benefits from a leading
global market position as a SC pulp manufacturer; operational and
geographic diversity through four SC facilities located in the US,
Canada and France; end-market and product diversity with one
consumer paper packaging mill, and one high yield commodity pulp
mill; and good liquidity.
RYAM has good liquidity (SGL-2) with about $240 million of sources
of cash to cover about $40 million of uses over the next twelve
months. Pro-forma for the transaction, Moody's estimates cash on
hand at year end 2022 of around $130 million in addition to close
to $110 million of availability (after letters of credit and
accounting for noncompliance with the springing covenant) under the
company's $200 million ABL facility maturing November 2025.
Although Moody's does not expect the company to use the revolver,
RYAM is currently unable to draw on the full amount ($128 million
at Q3-22) because it would not be in compliance with the ABL's
springing fixed charge covenant of 1x, which is applicable if
availability falls below 15% of the line cap. Moody's forecasts
that the company will remain outside of the covenant threshold,
however Moody's does not expect it to be applicable. Moody's
forecasts negative free cash flow of about $25 million and around
$10 million in mandatory debt payments during 2023. Most the
company's assets are encumbered, and asset sale proceeds would be
used to reduce debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company is able to sustain
adjusted Debt/EBITDA below 5.5x and EBITDA/Interest above 1.5x
while generating meaningful positive free cash flow. The ratings
could be downgraded if the company's liquidity profile or operating
performance deteriorates or if adjusted Debt/EBITDA is expected to
remain at or above 7x.
Rayonier Advanced Materials Inc., headquartered in Jacksonville,
Florida, is a leading global producer of specialty cellulose pulp.
RYAM also produces commodity pulp and consumer paper packaging.
The principal methodology used in these ratings was Paper and
Forest Products published in December 2021.
REPLICEL LIFE: Andrew Schutte Has 16.4% Stake as of Dec. 30
-----------------------------------------------------------
Andrew Schutte, a director of Replicel Life Sciences Inc.,
disclosed in an amended Schedule 13D filed with the Securities and
Exchange Commission that as of Dec. 30, 2022, he beneficially owns
8,864,037 common shares of Replicel, representing 16.41 percent of
the shares outstanding.
The percentage was calculated based on the aggregate of 54,020,215
common shares, which consists of: (i) 51,169,215 common shares
outstanding as of Dec. 30, 2022; and (ii) 2,851,000 common shares
that may be issuable on exercise of warrants, all within 60 days,
pursuant to Rule 13d-3 of the Act. A full-text copy of the
regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1205059/000108503723000002/schedule13djan2023.htm
About Replicel
RepliCel Life Sciences Inc. is a regenerative medicine company
focused on developing cell therapies for aesthetic and orthopedic
conditions affecting what the Company believes is approximately one
in three people in industrialized nations, including
aging/sun-damaged skin, pattern baldness, and chronic tendon
degeneration. These conditions, often associated with aging, are
caused by a deficit of healthy cells required for normal tissue
healing and function. These cell therapy product candidates are
based on RepliCel's innovative technology, utilizing cell
populations isolated from a patient's healthy hair follicles.
Replicel Life reported a net loss and comprehensive loss of C$4.07
million for the year ended Dec. 31, 2021, compared to a net loss
and comprehensive loss of C$1.58 million for the year ended Dec.
31, 2020. As at Dec. 31, 2021, the Company had C$591,794 in total
assets, C$7.43 million in total liabilities, and a total
shareholders' deficiency of C$6.84 million.
Vancouver, British Columbia-based BDO Canada LLP, the Company's
auditor since 2010, issued a "going concern" qualification in its
report dated June 28, 2022, citing that the Company has accumulated
losses of $42,231,642 since its inception and incurred a loss of
$4,073,315 during the year ended Dec. 31, 2021. These events or
conditions, along with other matters, indicate that a material
uncertainty exists that may cast substantial doubt about its
ability to continue as a going concern.
RJRAMDHAN GROUP: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Rjramdhan Group, LLC to use cash
collateral on an interim basis in accordance with the budget.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the US
Trustee for quarterly fees; (b) the current and necessary expenses
set forth in the budget, plus an amount not to exceed 10% for each
line item; and (c) such additional amounts as may be expressly
approved in writing by Vivian C. Holley, the secured creditor.
The Debtor is authorized to make adequate protection payments to
the Secured Lender in the amount of $3,843, with the first payment
commencing November 1, 2022, and the first day of each month
thereafter.
As adequate protection, each creditor with a security interest in
cash collateral will have a perfected post-petition lien against
cash collateral to the same extent and with the same validity and
priority as the prepetition lien, without the need to file or
execute any document as may otherwise be required under applicable
non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the Secured Creditor.
A final hearing on the matter is set for March 22, 2023 at 10:30
a.m.
A copy of the order is available at https://bit.ly/3XJtofj from
PacerMonitor.com.
About RJRamdhan Group
RJRamdhan Group LLC is in the business of retreading semi-trucks
tires, operating from its owned premises located at 2060 W 21st
Street Jacksonville, FL 32209.
RJRamdhan Group LLC filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01998) on Oct. 4,
2022. In the petition filed by Jonathan Ramdhan, as manager, the
Debtor reported assets between $500,000 and $1 million and
liabilities between $1 million and $10 million.
Judge Jason A. Burgess oversees the case.
The Debtor is represented by Chad T. Van Horn, Esq., at Van Horn
Law Group PA.
RUBY PIPELINE: Obtains Court Okay to Exit Bankruptcy, Sell Pipeline
-------------------------------------------------------------------
Ruby Pipeline received court approval of a bankruptcy-exit plan,
centered on using the proceeds from its $282.5 million natural gas
pipeline sale to pay back creditors.
James Nani of Bloomberg Law notes that the Plan, approved Friday,
January 13, 2023, by the US Bankruptcy Court of District of
Delaware, calls for paying secured and general unsecured creditors
with the sale proceeds and Ruby's $135 million settlement with its
co-owners.
All non-insider creditors will be paid in full, the Plan said.
Ruby Pipeline LLC, co-owned by Kinder Morgan Inc. and Pembina
Pipeline Corp., filed for Chapter 11 in March 2022 to address its
high debt load.
The Debtor's Chapter 11 Plan is built around a $282 million sale of
its assets to Tallgrass Energy LP. Tallgrass, a Blackstone Group
company, will acquire a 680-mile pipeline that is used to transport
natural gas from the Rocky Mountains to Northern California and the
Pacific Northwest.
Ruby Pipeline will use cash from that sale, as well as a $135
million contribution from its equity owners Kinder Morgan Inc and
Pembina Pipeline Corp and $162.8 million in its existing cash
accounts, to repay creditors and wind down its business.
About Ruby Pipeline
Ruby Pipeline, LLC, a Houston-based natural gas pipeline company,
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
22-10278) on March 31, 2022. In the petition filed by Will W.
Brown, as commercial vice-president, Ruby Pipeline listed $500
million to $1 billion in both assets and liabilities.
Judge Craig T. Goldblatt oversees the case.
Richards, Layton & Finger, P.A., and Weil Gotshal & Manges, LLP are
the Debtor's bankruptcy counsels while PJT Partners, LP, is the
investment banker. Kroll Restructuring Administration, LLC,
formerly known as Prime Clerk, LLC, is the claims and noticing
agent and administrative advisor.
Counsel to the Ad Hoc Group and Special Counsel to the Indenture
Trustee are Morris, Nichols, Arsht & Tunnell LLP, and Davis Polk &
Wardwell LLP.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on April 19, 2022. Brown Rudnick, LLP and
Benesch, Friedlander, Coplan & Aronoff LLP serve as the committee's
bankruptcy counsel and Delaware counsel, respectively.
SEALED AIR: Moody's Gives Ba2 Rating to New Senior Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new senior
unsecured notes of Sealed Air Corp. The Ba1 corporate family
rating, the Ba1-PD probability of default rating, all other
instrument ratings, the SGL-2 rating, and the stable outlook for
Sealed Air Corp. remain unchanged. The instrument rating assigned
to Sealed Air Limited, a subsidiary of Sealed Air Corp. also
remains unchanged. The proceeds will be used to finance the
acquisition of the "bag-in-box" fluids and liquids packaging
business of Liqui-Box Holdings, Inc. (B3 stable) and to refinance
the existing 4.5% Euro senior unsecured notes due 2023.
"The transaction is in line of Moody's expectation when Moody's
affirmed Sealed Air's ratings following its acquisition
announcement in November 2022," said Motoki Yanase, VP - Senior
Credit Officer at Moody's.
Assignments:
Issuer: Sealed Air Corp.
Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5)
The ratings are subject to the transaction closing as proposed and
receipt and review of the final documentation
RATINGS RATIONALE
Sealed Air Corp.'s Ba1 CFR reflects the company's focus on
value-added products used for perishable foods and product
protection, which supports its high margins, and steady demand from
food markets and growth in e-commerce and industrial markets. In
addition, a meaningful installed base of automated equipment on
customer premises drives recurring materials and services sales.
These credit strengths of the company are counterbalanced with
weaknesses, including the cyclicality in some of its end markets
(industrial, transportation) and event risk in fresh foods such as
meat. Sealed Air is an innovative leader in the markets it serves;
yet, it operates in a fragmented and competitive packaging industry
that has many private, unrated competitors and strong price
competition, particularly on the protective packaging side of the
business.
The stable outlook reflects Moody's expectation that credit metrics
will be supported by the company's high exposure to stable end
markets, a continued focus on innovation and the company's stated
goal to maintain net debt to EBITDA at 3.5x or lower.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
A ratings upgrade requires a commitment to an investment grade
financial profile including an unencumbered capital structure.
Additionally, upgrade would require a sustainable improvement in
credit metrics. Specifically, the ratings could be upgraded if debt
to EBITDA is below 3.5x, EBITDA margin is above 22% and free cash
flow to debt is above 12%.
The ratings could be downgraded if there is deterioration in credit
metrics, the competitive environment or liquidity. Additionally, a
large, debt financed acquisition or shareholder return could lead
to a downgrade. Specifically, the ratings could be downgraded if
debt to EBITDA is above 4.25x, EBITDA margin is below 18.0% or FCF
to debt drops below 8.0%.
The principal methodology used in this rating was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
Headquartered in Charlotte, North Carolina, Sealed Air Corp. (NYSE:
SEE) is a global manufacturer of automated packaging equipment,
services and sustainable materials for various food, e-commerce,
and industrial applications. Sealed Air reports in two segments,
Food and Protective as of the twelve months that ended September
2022.
SEARS AUTHORIZED: Court OKs Cash Collateral Access on Final Basis
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Sears Authorized Hometown Stores, LLC and affiliates to use cash
collateral on a final basis.
The Debtors require immediate access to liquidity to ensure they
are able to continue operating their businesses during the Chapter
11 cases, preserve the value of their estates for the benefit of
all parties-in-interest, and administer a value-maximizing chapter
11 process.
On October 23, 2019, SHO, SAHS, and SHAS and Transform Merger
Corporation as "Guarantor" -- which merged on such date with and
into SHO, with SHO surviving -- and PNC Bank, National Association,
as agent and sole Lender, entered into the Revolving Credit and
Security Agreement which provided the Borrowers with an asset-based
revolving loan credit facility.
The Credit Facility consists of a $27.5 million revolving credit
facility, a $7.5 million subfacility for the issuance of letters of
credit, which were provided by the Prepetition Secured Parties to
the Debtors in accordance with the Credit Agreement, including a
purchasing card facility of up to $50,000.
As of the December 9, 2022, the Debtors were indebted in the
aggregate principal amount of not less than:
(A) approximately $22.7 million in respect of loans and other
financial accommodations made by PNC, comprised of the principal
amount of Revolving Loans outstanding under the RC Facility, plus
(B) an amount of no less than $14 million under the PCard
Facility, plus
(C) an aggregate amount of $199,867 with respect to the face
amount of issued and outstanding Letters of Credit issued for the
benefit of the Borrowers, pursuant to, and in accordance with, the
Credit Agreement and other Prepetition Loan Documents, plus accrued
and unpaid interests, fees, costs and expenses.
On January 26, 2022, the Borrowers, and Transform SR Acceptance LLC
entered into the Loan Agreement, which provided the Borrowers with
a loan in the principal amount of $15 million.
The Debtors' authority to access cash collateral may terminate on
these events:
1. March 25, 2023;
2. The Debtors' failure to obtain a Final Court Order, in form
and substance acceptable to the Agent, including Bankruptcy Code
section 506(c) and 552 waivers, within 30 days of the Petition
Date, unless otherwise agreed in writing by the Agent;
3. The failure by the Debtors to make, or cause to be made,
any payment under the Interim Order to the Agent or Prepetition
Secured Parties when due;
4. The failure by the Debtors to deliver to the Agent any of
the material documents or other material information required to be
delivered pursuant to the Interim Order when due or any documents
or other information shall contain a material misrepresentation;
and
5. The failure by the Debtors to comply with any Approved
Budget covenants.
As adequate protection, the Debtors propose to grant the Agent an
additional and replacement valid, binding, enforceable,
non-avoidable, and automatically perfected, nunc pro tunc to the
Petition Date, postpetition security interest in and first priority
senior lien.
The Agent, for the benefit of itself and the other Prepetition
Secured Parties, will be granted, subject only to the Carve-Out, an
allowed superpriority administrative expense claim as provided for
in section 507(b) of the Bankruptcy Code, payable from and having
recourse to all prepetition and postpetition property of the
Debtors and all proceeds thereof.
The Carve-Out means (a) statutory fees payable to the U.S. Trustee
pursuant to 28 U.S.C. section 1930(a)(6) with respect to the
Debtors; (b) the reasonable fees and costs of the Debtors' claims
and noticing agent; and (c) the allowed fees and expenses actually
incurred by persons or firms retained by the Debtors or any
Committee on or after the Petition Date.
A copy of the order is available at https://bit.ly/3GOJmh9 from
Stretto, the claims agent.
About Sears Authorized Hometown Stores, LLC
Sears Authorized Hometown Stores, LLC distributes products through
approximately 121 "Sears Hometown Stores," which are locally owned
and operated businesses that offer a selection of the trusted names
in home appliances, lawn and garden equipment, and tools.
Sears Authorized Hometown Stores, LLC and Sears Hometown Stores,
Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 22-11303) on December 12, 2022.
In the petition signed by Elissa Robertson, CEO, Sears Authorized
Hometown disclosed up to $50 million in assets and up to $100
million in liabilities.
Judge Laurie Selber Silverstein oversees the cases.
Saul Ewing LLP is the Debtors' legal counsel. The Debtors tapped
Gray & Company, LLC as financial advisor and Stretto as claims and
noticing agent.
SOUTHWESTERN ENERGY: S&P Alters Outlook to Pos., Affirms 'BB+' ICR
------------------------------------------------------------------
S&P Global Ratings revised its rating outlook on U.S.-based
exploration and production company Southwestern Energy Co. to
positive from stable and affirmed its 'BB+' issuer credit rating on
the company and its 'BB+' issue-level rating on its unsecured
debt.
The positive outlook reflects S&P's expectation that the company
will continue to generate free cash flow with a continued focus on
debt reduction and as a result, credit measures will continue to
improve under its long-term pricing assumptions.
The rating on Southwestern is supported by its position as the
largest independent dual-basin natural gas operator.
The company's operations stretch across 257,000 net acres in the
Haynesville Basin and 768,000 net acres in Appalachia.
Southwestern's position in the Haynesville exposes it to multiple
sales locations, namely the Gulf Coast, where the company can
achieve higher pricing, mitigate the potential for widening
differentials in Appalachia, and gain connectivity to international
liquefied natural gas (LNG) markets. In addition, the company added
a total of 500 million cubic feet per day (MMcf/d) of new firm
transportation starting in 2024 to the LNG corridor on Momentum's
New Generation Gas Gathering system and DT Midstream's LEAP
pipeline. Across both basins, the company produces approximately
4.7 billion cubic feet per day (Bcfe/d)-4.8 Bcfe/d.
Southwestern Energy Co. benefits from its vertically integrated
business operations.
Southwestern maintains its presence across the natural gas value
chain via its integrated oilfield service (OFS) capabilities. The
company manages a fleet of seven drill rigs and two pressure
pumping spreads. This integration allows for greater asset
utilization rates, as well as capital and operating cost
flexibility throughout changing commodity price environments.
However, Southwestern is primarily gas focused, with natural gas
accounting for 88% of its reserves and daily production. As such,
the company has lower price realizations and is less profitable
than other similarly rated liquid rich peers.
S&P expects Southwestern Energy Co. to generate positive free cash
flow in 2023 and continue to reduce absolute debt levels.
The company has a track record of maintaining a disciplined
approach with its financial policy and capital allocation strategy,
prudently managing its discretionary cash flow spending in a manner
that best serves its balance sheet objectives. S&P said, "We expect
Southwestern to generate significant free cash flow over the next
two years and dedicate its excess cash toward maintenance capital
investments, debt reduction, and discretionary share repurchases,
in that order. Southwestern recently streamlined its capital
structure by taking-out its term loan B on Dec. 30, 2022 with $305
million of cash on hand and $250 million on the revolving credit
facility. It is our expectation that Southwestern will continue to
pay down absolute debt levels until it achieves its stated total
debt target of $3 billion-$3.5 billion. Our model forecasts that
FFO to debt will average well above 60% and debt to EBITDA will
average between 0.5x and 1.5x over the next two years."
S&P said, "The positive outlook on Southwestern reflects our
expectation that its financial measures will sustainably improve
based on our expectation that the priority for free cash flow will
continue to be debt reduction followed by shareholder initiatives.
We expect Southwestern to focus on debt reduction relative
toshareholder returns until it reaches its total slated debt target
of $3 billion-$3.5 billion, a level we expect could sustain strong
financial measures under our long-term price assumptions. We expect
FFO to debt to average more than 60% and debt to EBITDA in the
0.5x-1.5x range over the next two years.
"We could revise our outlook on Southwestern to stable if, contrary
to our expectations, it adopted a more aggressive financial policy
that favored shareholder returns over debt repayment such that we
expected its FFO to debt would fall below 60% under our long-term
price assumptions.
"We could raise our rating on Southwestern if its credit metrics
continued to improve relative to our base case scenario such that
additional debt reduction helped it sustain FFO to debt comfortably
above 60% and debt to EBITDA of below 1.5x under our long-term oil
and natural gas price assumptions. This would most likely occur if
crude oil and natural gas prices remained strong, supporting the
company's free cash flow and leading to further debt reduction. We
expect management to maintain financial policies in line with
investment-grade peers."
E-4, S-2, G-2
STEM HOLDINGS: All Five Proposals Passed at Annual Meeting
----------------------------------------------------------
Stem Holdings, Inc. held its 2022 Annual Meeting of Shareholders at
which the shareholders:
(1) elected Matthew Cohen, Robert Diener, and Roger Rai as
directors for terms expiring at the Annual Meeting in 2023;
(2) approved a proposal to ratify the Audit Committee's
appointment of LJ Soldinger LLC as the Company's independent
registered public accounting firm for the year ending Sept. 30,
2022; and
(3) approved a proposal to authorize a reverse split of the
Company's outstanding Common Shares, at the discretion of the Board
of Directors, within a range of one post-split common share for
each 10 pre-split common shares outstanding on the record date and
100 pre-split common shares outstanding on the record date, at any
time within one year of the approval of the Proposal by the
Company's shareholders;
(4) approved an advisory, non-binding vote the compensation of
the Company's named executive officers; and
(5) approved an advisory, non-binding vote regarding the yearly
frequency of future advisory votes regarding the Company's
executive compensation.
About Stem Holdings
Headquartered in Boca Raton, Florida, Stem Holdings, Inc. --
http://www.stemholdings.com-- is a multi-state, vertically
integrated, cannabis company that, through its subsidiaries and its
investments, is engaged in the manufacture, possession, use, sale,
distribution or branding of cannabis, and holds licenses in the
adult use and medical cannabis marketplace in the states of Oregon,
Nevada, California, Oklahoma and Massachusetts.
Stem Holdings reported a net loss of $64.6 million for the year
ended Sept. 30, 2021, compared to a net loss of $11.5 million for
the year ended Sept. 30, 2020. As of June 30, 2022, the Company
had $41.93 million in total assets, $14.67 million in total
liabilities, and $27.26 million in total shareholders' equity.
Deer Park, IL-based LJ Soldinger Associates, LLC, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated Jan. 13, 2022, citing that the Company, and its
affiliates, had net losses of $64.4 million and $11.5 million,
negative working capital of $2.954 million and $9.235 million and
accumulated deficits of $115.750 million and $51.386 million as of
and for the year ended Sept. 30, 2021 and 2020, respectively. In
addition, the Company has commenced operations in the production
and sale of cannabis and related products, an activity that is
illegal under United States Federal law for any purpose, by way of
Title II of the Comprehensive Drug Abuse Prevention and Control Act
of 1970, otherwise known as the Controlled Substances Act of 1970.
These facts raise substantial doubt as to the Company's ability to
continue as a going concern.
STEM HOLDINGS: Incurs $17.5 Million Net Loss in FY Ended Sept. 30
-----------------------------------------------------------------
Stem Holdings, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$17.53 million on $16.56 million of revenues for the year ended
Sept. 30, 2022, compared to a net loss of $64.61 million on $20.94
million of revenues for the year ended Sept. 30, 2021.
As of Sept. 30, 2022, the Company had $30.98 million in total
assets, $13.94 million in total liabilities, and $17.04 million in
total shareholders' equity.
Deer Park, IL-based LJ Soldinger Associates, LLC, the Company's
auditor since 2017, issued a "going concern" qualification in its
report date Jan. 13, 2023, citing that the Company had a net loss
of approximately $17.5 million, negative working capital of $0.8
million and an accumulated deficit of $133.1 million as of and for
the year ended Sept. 30, 2022. In addition, the Company has
commenced operations in the production and sale of cannabis and
related products, an activity that is illegal under United States
Federal law for any purpose, by way of Title II of the
Comprehensive Drug Abuse Prevention and Control Act of 1970,
otherwise known as the Controlled Substances Act of 1970. These
facts raise substantial doubt as to the Company's ability to
continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1697834/000149315223001481/form10-k.htm
About Stem Holdings
Headquartered in Boca Raton, Florida, Stem Holdings, Inc. --
http://www.stemholdings.com-- is an omnichannel,
vertically-integrated cannabis branded products and technology
company with state-of-the-art cultivation, processing, extraction,
retail, distribution, and delivery-as-a-service (DaaS) operations
throughout the United States. The Company purchases, improves,
leases, operates, and invests in properties for use in the
production, distribution and sales of cannabis and cannabis-infused
products licensed under the laws of the states of Oregon, Nevada,
and California. Stem has ownership interests in 23 state issued
cannabis licenses including nine licenses for cannabis cultivation,
three licenses for cannabis processing, two licenses for cannabis
wholesale distribution, three licenses for hemp production and six
cannabis dispensary licenses.
STOWERS TRUCKING: Exclusivity Period Extended to March 2
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia extended to March 2 the period during which Stowers
Trucking, LLC has the exclusive right to file a bankruptcy plan.
The ruling allows the company to keep exclusive control of its
Chapter 11 case while it waits for the Internal Revenue Service to
file amended proofs of claim.
The company has already drafted a plan but a substantial portion of
its debt to be paid under the plan are claims of the IRS, some of
which are based on estimated taxes rather than actual returns
filed.
The IRS did not post the tax returns filed by the company during an
audit that was conducted prior to its Chapter 11 filing because an
appeal of the audit results was pending. Following its bankruptcy
filing, the company waived the appeal to allow the IRS to file
amended proofs of claim that the company will use in its plan.
About Stowers Trucking
Stowers Trucking, LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D. W. Va. Case No. 22-20125) on July 7, 2022, with up to
$500,000 in both assets and liabilities. Judge B. Mckay Mignault
oversees the case.
James M. Pierson, Esq., at Pierson Legal Services is the Debtor's
legal counsel.
SUPERIOR REAL ESTATE: Taps Superior Real Estate as Listing Agent
----------------------------------------------------------------
Superior Real Estate Solutions LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Arkansas to hire Erica
Isben of Charlotte Jones Co. as its listing agent.
The firm will represent the Debtor with regard to the sale of these
contiguous properties:
a. 1516 Kanis Village Drive, Little Rock, AR 72204; and
b. 707 Loyola Drive, Little Rock, AR 72211.
The firm will receive a commission equal to 6 percent of the gross
amount of any accepted real estate contract. If co-brokerage
applies, said fee will be divided 3.6 percent of the gross purchase
price to the listing firm and 2.4 percent of the gross purchase
price to the selling firm.
Charlotte Jones and its employees neither hold nor represent any
interest adverse to the Debtor or the estate, according to court
filings.
The firm can be reached through:
Erica Isben
Charlotte Jones Co.
5813 Kavanaugh
Little Rock, AR 72207
Office: 501 664 5646
Mobile: 501 804 2584
Email: Erica@charlottejohn.com
About Superior Real Estate Solutions
Superior Real Estate Solutions LLC owns and manages residential and
commercial real estate.
Superior Real Estate Solutions filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No.
22-13494) on Dec. 15, 2022. In the petition filed by Alvin Franks
Jr. as authorized signatory, the Debtor reported assets and
liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Bianca M. Rucker handles the case.
The Debtor is represented by Kevin P. Keech, Esq. at KEECH LAW
FIRM, PA.
SUREFUNDING LLC: Exclusivity Period Extended to Feb. 24
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended the
time SureFunding, LLC can keep exclusive control of its Chapter 11
case, giving the company until Feb. 24 to file a bankruptcy plan
and until April 25 to solicit votes on that plan.
The ruling allows the company to pursue its own plan for emerging
from Chapter 11 protection without the threat of a rival plan from
creditors.
SureFunding will use the extension to negotiate with certain
noteholders on the formulation of a plan once their motion to
convert the company's case to Chapter 7 is resolved.
About SureFunding LLC
Las Vegas-based SureFunding, LLC was founded by Jason and Justin
Abernathy in 2014 as a private investment vehicle. It opened in
2015 to outside investors, many of which were family, friends and
business acquaintances. Its investments are in short-term,
high-yield assets.
SureFunding sought Chapter 11 protection (Bankr. D. Del. Case No.
20-10953) on April 14, 2020, with $10 million to $50 million in
both assets and liabilities. Judge Laurie Selber Silverstein
oversees the case.
The Debtor tapped Carl N. Kunz, III, Esq., and Jeffrey R. Waxman,
Esq., at Morris James, LLP as bankruptcy attorneys; Carlyon Cica
Chtd. as special litigation counsel; and Ted Gavin of
Gavin/Solmonese, LLC as chief restructuring and liquidation
officer.
Bayard, P.A. represents the ad hoc committee of SureFunding
noteholders.
SYMBIONT.IO: Finds Interim Financing for Chapter 11 Case
--------------------------------------------------------
Ledger Insights reports that on Jan. 9, 2023, Symbiont told the
bankruptcy court that a deal was pending to provide interim funding
of $6 million for the blockchain startup while it pursues
additional equity funding. The company entered into Chapter 11
bankruptcy at the start of December 2022 after it was unable to
repay $2.3 million relating to a secured loan from LM Funding.
In the past, Symbiont raised $56 million in funding from the likes
of Citi, Nasdaq Ventures and Broadridge, with high profile clients
including Vanguard, Nasdaq, SWIFT and State Street.
Planned merger and funding
There's a non-binding letter of intent from Morse Labs, which aims
to merge with Symbiont and inject $6 million as bridging funding to
acquire or settle the LM Funding debt and pay other creditors,
which totals another $2.3 million. It also aims to reinstate and
pay the 30 employees currently on furlough.
The merged company will be called Symbiont and then pursue an
equity funding round to raise $12-$15 million at a valuation of $75
million.
In the meantime, the funding will wipe out Symbiont common stock
shareholders including founders and the seed round, leaving
“Morse’s sole stockholder” with two thirds of the equity and
the balance going to Symbiont preferred stockholders from its
Series A and B.
Based on our research, this likely means an organization controlled
by Symbiont's current chairman Shivan Govindan will own two thirds
of the merged company.
White knight is Symbiont's chairman
In the bankruptcy filing, Symbiont's lawyer described Morse Labs as
a client of Symbiont's for two years.
"Morse Labs is an existing licensee of Symbiont and has an tech
team that has been working with the Symbiont team for approximately
two (2) years," wrote the lawyers in a letter to the court. "They
are well versed in the technology and applications. As such, Morse
brings with it technical expertise, access to its own customer
base, and a complimentary set of products, which makes them an
ideal strategic partner to grow the Debtor (Symbiont) following the
conclusion of this proceeding."
There's little record of Morse Labs on the internet. A Symbiont
insider told Ledger Insights there was a project called Morse,
which is developing a blockchain payment system for credit unions
in Colorado. The company behind the project already provides a
payment system to credit unions and blockchain is being used to
upgrade it.
The Morse payments project was associated with Helios Companies,
which provides compliance software solutions to community banks and
is led by Symbiont's Chairman, Shivan Govindan.
The Helios connection is reinforced by the Morse Letter of Intent
to merge with Symbiont, signed by an executive who is also a board
member of Helios Companies and Helios Holdings. Last year Helios
Holdings raised funding of $8.4 million, according to an SEC
filing.
Meanwhile, in late December 2021, Symbiont settled a court case
with IHS Markit's IPREO in which it received $53 million. The
secured loan from LM Funding was just before the settlement.
However, much of the settlement went towards litigation funding,
leaving only $25 million, which was spent on operations during
2022.
About Symbiont.IO LLC
Symbiont.IO LLC is a leading technology company focused on solving
complex global finance problems using a novel enterprise blockchain
solution.
Symbiont.IO LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bank. S.D.N.Y. Case No. 22-11620) on Dec. 1, 2022.
In the petition filed by Mark Smith, as CEO, the Debtor reported
assets and liabilities between $1 million and $10 million.
The case is overseen by Honorable Bankruptcy Judge Philip Bentley.
The Debtor is represented by:
Lawrence Morrison, Esq.
64 Bleeker Street, #165
New York, NY 10012
TELEGRAPH SQUARE II: Gets More Time for Bankruptcy Plan
-------------------------------------------------------
A bankruptcy court extended the period during which Telegraph
Square II, a Condominium Unit Owners Association has the exclusive
right to file a bankruptcy plan and solicit votes on that plan to
April 12 and June 12, respectively.
The ruling by the U.S. Bankruptcy Court for the Eastern District of
Virginia gives the association more time to remain in control of
its bankruptcy while allowing its appeal of a lower court's order
to conclude.
Last year, the Circuit Court of Fairfax County, Virginia issued an
order awarding judgment in the amount of $812,709 against the
association and in favor of the plaintiff, 7205 Telegraph Square,
LLC, one of the association's unit owners. The association appealed
the judgment before the Court of Appeals of Virginia.
About Telegraph Square II
Telegraph Square II, a Condominium Unit Owners Association is
engaged in activities related to real estate. The association is
based in Fairfax, Va.
Telegraph Square sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 22-10302) on March 16,
2022, with $248,032 in assets and $1,129,919 in liabilities.
Stephanie Tavares, secretary and treasurer, signed the petition.
Judge Klinette H. Kindred oversees the case.
The Debtor tapped Robert M. Marino, Esq., at Redmon Peyton &
Braswell, LLP as bankruptcy counsel; Reed Smith, LLP as special
counsel; and Analytic Financial Group, LLC, doing business as
Corporate Matters, as financial services provider.
TEXAS MADE SPORTS: Taps Venice Gamble as Consultant
---------------------------------------------------
Texas Made Sports Development, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ Venice
Gamble, an investment banker, as its consultant and expert
witness.
Mr. Gamble will provide corporate transactional and investment
banking services as well as execution capabilities in a variety of
areas, including restructuring, turnaround management, performance
improvement, and crisis management.
As disclosed in court filings, Mr. Gamble neither holds nor
represents any interest adverse to the Debtor and its estate.
Mr. Gamble holds office at:
Venice J. Gamble
1832 E. Poinsettia Street
Long Beach, CA 90805
Phone: (562) 277-2924
Email: venicegamble@gmail.com
About Texas Made Sports Development
Texas Made Sports Development, Inc. owns and operates an ice
facility in Austin, Texas, for figure skaters, hockey fans, and
kids' camps. It conducts business under the name Chaparral Ice.
Texas Made Sports Development filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No.
22-10172) on March 18, 2022, with up to $50 million in assets and
up to $10 million in liabilities. Ryan Raya, president of Texas
Made Sports Development, signed the petition.
Judge H. Christopher Mott oversees the case.
The Debtor tapped Hayward, PLLC as legal counsel; Pittenger CPA, PC
as bookkeeper and accountant; and Venice Gamble, an investment
banker, as consultant.
TORTOISEECOFIN BORROWER: Moody's Cuts CFR to Caa1, Outlook Negative
-------------------------------------------------------------------
Moody's Investors Service downgraded TortoiseEcofin Borrower LLC's
Corporate Family Rating to Caa1 from B3 and Probability of Default
Rating to Caa1-PD from B3-PD. Moody's also downgraded the ratings
on the senior secured credit facilities to Caa1 from B3. The
outlook remains negative.
The downgrade reflects the sustained weakness in the company's
credit metrics including its interest coverage ratio that is now
below 1x. The downgrade also incorporates the rating agency's
concern over TortoiseEcofin's ability to grow its revenue base amid
the challenging market environment and increased risk of a US
recession.
RATINGS RATIONALE
TortoiseEcofin's Caa1 CFR reflects its extremely high financial
leverage, small revenue scale and weak profitability.
The company's assets under management remains well below
pre-pandemic levels despite a modest recovery in 2022 supported by
positive midstream energy market performance. Investor flows have
also improved recently but Moody's expects the company's asset
flows to remain volatile, particularly in its sustainable investing
strategies which have not been immune to negative investor
sentiment. TortoiseEcofin's net revenue for the last twelve months
ended September 30, 2022 was a modest $68 million which is
consistent with Moody's expectations for Caa-rated asset managers.
Financial leverage (debt-to-EBITDA including Moody's standard
adjustments) is in excess of 17x.
TortoiseEcofin has adequate liquidity but rising leverage costs has
reduced interest coverage and further weakened the company's
financial flexibility. On September 30, 2022, the company's
liquidity consisted of approximately $47 million in cash and $34
million in investments the value of which will be volatile as they
are exposed to market risk. The company's term loan ($302.8 million
outstanding) does not mature for two more years (January 2025) and
does not have financial covenants.
The negative outlook reflects Moody's view that operating
performance could remain pressured over the next 12-18 months if
markets remain volatile, which could further weaken cash flow and
liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
TortoiseEcofin's ratings could be upgraded if: 1) net asset inflows
result in meaningful organic growth that improve the company's
asset resiliency above its rating profile; 2) financial leverage is
sustained at or below 5 times debt-to-EBITDA as calculated by
Moody's; or 3) operating performance returns to profitability such
that GAAP pre-tax income margins are in the single-digit percentage
range.
Conversely, factors that could lead to a further downgrade of
TortoiseEcofin's ratings include: 1) a deterioration in the
company's cash generation or liquidity profile; 2) persistent
client redemptions that further weaken asset resiliency; 3)
inability to refinance the term loan outstanding or financial
leverage is sustained above levels expected for Caa-rated issuers;
or 4) operating strategy fails to address growth limiting
headwinds.
TortoiseEcofin, established in 2002, is majority owned by private
equity manager, Lovell Minnick LLC. The company specializes in
providing investment products and solutions focused on the US
midstream and energy infrastructure sectors and social impact
strategies.
The principal methodology used in these ratings was Asset Managers
Methodology published in November 2019.
TREASURE ISLAND: Seeks to Hire Anthony & Partners as Legal Counsel
------------------------------------------------------------------
Treasure Island Yacht and Tennis Club of Pinellas County, LLC seeks
approval from the U.S. Bankruptcy Court for the Middle District of
Florida to hire Anthony & Partners, LLC to handle its Chapter 11
case.
The hourly rates of Anthony & Partners' personnel are:
John A. Anthony, Senior Partner $515
Stephenie Biernacki Anthony, Senior Partner $450
Cameryn R. Lackey, Associate Attorney $185
Ellen Uzonwanne, Paralegal $115
Catherine Gay, Paralegal $115
Lori Wright, Paralegal $115
Anna Dzouenko, Paralegal $105
The Debtor paid a retainer of $100,000 to Anthony & Partners as a
pre-bankruptcy retainer.
As disclosed in court filings, Anthony & Partners is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Stephenie Biernacki Anthony, Esq.
Anthony & Partners, LLC
100 S. Ashley Drive, Suite 1600
Tampa, FL 33602
Tel: 813-273-5616
Email: santhony@anthonyandpartners.com
About Treasure Island Yacht
Treasure Island Yacht and Tennis Club of Pinellas County, LLC filed
its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-05052) on Dec. 22,
2022. At the time of filing, the Debtor estimated $1 million to $10
million in assets and $10 million to $50 million in liabilities.
Stephenie Biernacki Anthony, Esq., at Anthony & Partners, LLC
represents the Debtor as counsel.
TRICIDA INC: Files for Chapter 11 in Search of Buyer
----------------------------------------------------
Tricida Inc. filed for chapter 11 protection in the District of
Delaware while it continues to find a buyer for its assets.
The Debtor said in court filings it commenced a Chapter 11 case to
facilitate a timely and efficient process aimed at maximizing the
value of the Debtor's estate for the benefit of all stakeholders.
Following a prepetition marketing process, the Debtor determined,
in consultation with Miller Buckfire & Co., LLC and Stifel,
Nicolaus & Company (collectively, "Stifel-MB") and the Debtor's
other advisors, that an expedited sale process under chapter 11 of
the Bankruptcy Code is the best path forward to consummate a
value-maximizing sale of its assets. A marketing and sale process
under section 363 of the Bankruptcy Code provides the Debtor with
certain advantages that were not available to the Debtor during the
prepetition marketing process.
Accordingly, the Debtor filed proposed bidding procedures while it
works to identify a stalking horse bidder. A stalking horse
bidder, if one can be identified, permits the Debtor to secure a
bid that will serve as a floor for all other potential bids.
The Debtor is a clinical-stage pharmaceutical company focused on
the development and commercialization of veverimer, a new chemical
entity discovered by the Debtor utilizing its own proprietary
technology, to slow the progression of chronic kidney disease
("CKD") through the treatment of chronic metabolic acidosis. The
Debtor's intellectual property portfolio consists of not only
veverimer, but also 233 patents in 52 different countries,
including compositions-of-matter, dosage unit forms,
methods-of-treatment, medical use, and methods of manufacture.
According to court filings, Tricida estimates between $100 million
and $500 million in debt owed to 200 to 999 creditors. The
petition states that funds will be available to unsecured
creditors.
Road to Chapter 11
Beginning in late October 2022, following the unsuccessful Phase 3
clinical study, the Debtor determined that it was necessary to
explore strategic alternatives aimed at maximizing optionality
while containing costs wherever possible to best preserve available
liquidity and maximize the value of the assets for all its
stakeholders.
On Nov. 3, 2022, the Debtor retained Stifel-MB, and on Nov. 14,
2022, Stifel-MB launched a marketing process for the assets.
Stifel-MB contacted or received inbound interest from approximately
53 strategic and financial parties regarding a potential
transaction for the Debtor or the Assets, primarily comprised of
large-cap and mid-cap public and private companies with strategic
interests in nephrology or renal and metabolic therapeutic
categories.
Despite the best efforts of the Debtor and its advisors, the
strategic alternative exploration and evaluation
process—including the marketing process -- did not produce a
satisfactory stalking horse offer to purchase the company as a
going concern or to purchase the assets outside of the protections
afforded by a chapter 11 process. Without a clear out-of-court
solution to maximize value, the Debtor pivoted to preparing for a
chapter 11 filing and sale process under Section 363 of the
Bankruptcy Code.
The proposed Bid Procedures contemplate a February 10, 2023
deadline for initial bids and an auction on Feb. 15, 2023.
About Tricida Inc.
Tricida Inc. -- https://www.tricida.com/ -- is a pharmaceutical
company working to turn the tide on metabolic acidosis and
progression of chronic kidney disease.
Tricida Inc. filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 23-10024) on Jan. 12,
2023.
The Debtor disclosed $93,879,000 in total assets against
$229,977,000 in total debt as of Sept. 30, 2022.
The Debtor tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, as counsel;
SIERRACONSTELLATION PARTNERS, LLC, as financial advisor; and
STIFEL, NICOLAUS & COMPANY, INC., and MILLER BUCKFIRE, LLC, as
investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims
agent.
TRICIDA INC: Gets Conditional Okay to Fast-Track Bankruptcy Auction
-------------------------------------------------------------------
Leslie A. Pappas of Law360 reports that bankrupt San Francisco
biotech company Tricida Inc. got conditional approval Friday,
January 13, 2023, for an expedited sale process in Chapter 11,
overcoming skepticism from a Delaware bankruptcy judge and
objections from the U.S. Trustee's Office that there were no
"compelling circumstances" to justify a fast track.
The Debtor has filed a motion for approval of proposed bidding
procedures in connection with the sale or sales of all or
substantially all of the Debtor's assets or any portion thereof.
The Court has granted the Debtor's motion to shorten the time for
notice of the hearing to consider approval of the Motion. The
hearing to consider the Motion will be held on January 26, 2023 at
2:00 p.m. (ET). Objections to the relief requested in the Motion,
if any, shall heard at the Hearing.
The Bidding Procedures contemplate a Feb. 10, 2023 deadline for
initial bids, and an auction for Feb. 15, 2023. The Debtor may, at
any time prior to the auction, designate a stalking horse bidder.
About Tricida Inc.
Tricida Inc. -- https://www.tricida.com/ -- is a pharmaceutical
company working to turn the tide on metabolic acidosis and
progression of chronic kidney disease.
Tricida Inc. filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 23-10024) on Jan. 12,
2023.
The Debtor disclosed $93,879,000 in total assets against
$229,977,000 in total debt as of Sept. 30, 2022.
The Debtor tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, as counsel;
SIERRACONSTELLATION PARTNERS, LLC, as financial advisor; and
STIFEL, NICOLAUS & COMPANY, INC., and MILLER BUCKFIRE, LLC, as
investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims
agent.
US THRILLRIDES: Taps Latham Luna Eden & Beaudine as Legal Counsel
-----------------------------------------------------------------
US Thrillrides, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire Latham Luna Eden &
Beaudine, LLP as its legal counsel.
The firm's services include:
a. advising as to the Debtor's rights and duties in its
Chapter 11 case;
b. preparing pleadings, including a plan of reorganization;
and
c. taking all other necessary actions incident to the proper
preservation and administration of the Debtor's estate.
Latham will charge $250 to $475 per hour for attorney's services
and $105 per hour for paraprofessional services. Benjamin Taylor,
Esq., and Justin Luna, Esq., the attorneys primarily working on
this matter, charge $250 per hour and $475 per hour, respectively.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
The firm received from the Debtor an advance fee of $30,000.
Justin Luna, Esq., a partner at Latham Luna Eden & Beaudine,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Justin M. Luna, Esq.
Latham Luna Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
About US Thrillrides
US Thrillrides, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04495) on Dec.
21, 2022, with up to $50,000 in assets and $500,001 to $1 million
in liabilities. Justin M. Luna, Esq., at Latham, Luna, Eden &
Beaudine, LLP represents the Debtor as counsel.
VOYAGER DIGITAL: Taps Katten Muchin Rosenman as Special Counsel
---------------------------------------------------------------
Voyager Digital Holdings, Inc. and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Katten Muchin Rosenman, LLP as special counsel.
The firm will provide legal advice to the Debtors' independent
director in connection with the Chapter 11 cases, including
investigating certain transactions between Voyager Digital Holdings
and its subsidiaries.
The firm will be paid at these rates:
Partners $835 - $1,795 per hour
Associates $300 - $935 per hour
Counsel and Special Staff $460 - $1,230 per hour
Of Counsel $735 - $1,440 per hour
Paralegal $90 - $650 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Steven Reisman, Esq., a partner at Katten Muchin Rosenman,
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:
Steven J. Reisman, Esq.
Katten Muchin Rosenman, LLP
50 Rockefeller Plaza
New York, NY 10020-1605
Tel: (212) 940-8700
Email: sreisman@katten.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.
W.A. LYNCH: Wins Cash Collateral Access Thru Feb 15
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana,
Indianapolis Division, authorized W.A. Lynch Construction, LLC to
use cash collateral on an interim basis in accordance with the
budget through February 15, 2023.
The Debtor is permitted to use cash collateral up to a maximum of
$100,000 during the 60-day period beginning December 1, 2022;
provided that the Debtor's expenditures made under the Court's
Order for any category of expenses included in the Budget, with a
10% variance.
The Debtor requires the use of cash collateral to continue to
operate its business and to attempt a successful reorganization
pursuant to the provisions of Chapter 11 of the Bankruptcy Code.
The Debtor acknowledges it entered into transactions with WeFund,
True Business Funding, LLC, Vivian Capital Group, LLC and Pinnacle
Business Funding, LLC pre-petition and that the Funders assert they
purchased receivables from the Debtor under those transactions and,
as a result, the receivables are not property of the bankruptcy
estate and cannot be used by the Debtor as cash collateral.
The Debtor is required to pay the Funders $30,000 on or before
December 30, 2022. The Funders will determine how such funds will
be disbursed among them prior to December 30.
The Funders and all parties with an interest in the cash collateral
will be granted replacement liens in the cash collateral and in the
post-petition property of the Debtor of the same nature and to the
same extent and in the same priority held in the cash collateral on
the Petition Date. The adequate protection liens will be valid and
fully perfected without any further action by any party and without
the execution or the recordation of any control agreements,
financing statements, security agreements, or other documents.
The Debtor's authorization to use the cash collateral will
immediately terminate on the earlier to occur of: (a) the date on
which any creditor provides, via facsimile, e-mail or overnight
mail, written notice to the Debtor or Debtor's counsel, of the
occurrence of an Event of Default, and the expiration of a
10-business day cure period; or (b) January 6, 2023.
These events constitute an Event of Default:
i. The Debtor's case case is converted to a Chapter 7 case or
dismissed;
ii. The Debtor fails to comply with any term of the Order,
including but not limited to its payment obligations and compliance
with the Budget;
iii. The Debtor makes any payment not set forth in the Budget;
iv. The Debtor fails to comply with any of the adequate
protection or reporting obligations set forth therein.
A final hearing on the matter is set for February 14 at 10 a.m.
A copy of the order is available at https://bit.ly/3GNoozn from
PacerMonitor.com.
About W.A. Lynch Construction, LLC
W.A. Lynch Construction, LLC is in the construction industry
focused on commercial concrete, construction, design, and build.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-04836) on December 1,
2022. In the petition signed by William A. Lynch, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Jeffrey J. Graham oversees the case.
Harley K. Means, Esq., at Kroger, Gardis & Regas, LLP, represents
the Debtor as legal counsel.
WADE3 INC: Gets OK to Hire J.C. White Law Group as Counsel
----------------------------------------------------------
Wade3, Inc. received approval from the U.S. Bankruptcy Court for
the Eastern District of North Carolina to employ J.C. White Law
Group, PLLC as its bankruptcy counsel.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
duties and powers;
b. assisting the Debtor in the preparation and filing of all
necessary schedules, statements of financial affairs, reports,
disclosure statement and Chapter 11 plan;
c. assisting and advising the Debtor in the examination and
analysis of the conduct of its affairs and the causes of its
insolvency;
d. assisting and advising the Debtor with regard to
communications with creditors;
e. preparing, reviewing or analyzing all applications, orders,
statements of operations, and schedules filed with the court by the
Debtor or other third parties; and
f. other necessary legal services.
The firm will be paid at the rate of $410 per hour and will be
reimbursed for out-of-pocket expenses incurred. The retainer is
$5,000.
James White, Esq., a partner at J.C. White Law Group, 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:
James C. White, Esq.
J.C. White Law Group PLLC
100 Europa Drive, Suite 401
Chapel Hill, NC 27517
Tel: (919) 246-4676
Fax: (919) 246-9113
Email: jwhite@jcwhitelaw.com
About Wade3 Inc.
Wade3, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 22-02873) on Dec. 13, 2022, with as much as $1 million in
both assets and liabilities. Judge Pamela W. Mcafee oversees the
case.
The Debtor is represented by James C. White, Esq., at J.C. White
Law Group, PLLC.
WANG LEE: Seeks Approval to Hire Chen & Associates as Counsel
-------------------------------------------------------------
Wang Lee, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire the Law Offices of Chen &
Associates, P.C. as its legal counsel in the Chapter 11 case.
The firm will be paid at these rates:
Members $410 to $1,050 per hour
Associates $285 to $670 per hour
Law Clerks $225 to $290 per hour
Paralegals $215 to $345 per hour
As disclosed in court filings, Chen & Associates does not represent
any entity having an adverse interest in connection with the
Debtor's Chapter 11 case.
The firm can be reached through:
Yimin Chen, Esq.
Law Offices of Chen & Associates, P.C
37-12 Prince Street, Suite 9D
Flushing, NY 11354
Phone: 718-886-4858
Email: chenattorney@yahoo.com
About Wang Lee
Wang Lee, Inc. sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11363) on Oct. 11,
2022, with up to $50,000 in assets and$500,001 to $1 million in
liabilities. Judge Michael E Wiles presides over the case.
Yimin Chen, Esq., at Chen & Associates, PC represents the Debtor as
counsel.
WILDCAT MET: Seeks to Hire Caldwell & Riffee as Legal Counsel
-------------------------------------------------------------
Wildcat Met Mining, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of West Virginia to employ Caldwell
& Riffee, PLLC as its legal counsel.
The firm's services include:
(a) providing the Debtor with legal advice regarding its powers
and duties under the Bankruptcy Code;
(b) filing adversary proceedings to challenge certain financial
contracts entered into by the Debtor prior to its bankruptcy filing
at alleged unfair terms;
(c) assisting the Debtor in negotiating adequate protection
payments;
(d) providing and preparing disclosure statement and Chapter 11
plan; and
(e) other necessary legal services.
The firm will be paid at an hourly rate of $350 and will be
reimbursed for out-of-pocket expenses incurred.
Joseph Caldwell, Esq., at Caldwell & Riffee, disclosed in a court
filing that he is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Joseph W. Caldwell, Esq.
Caldwell & Riffee, PLLC
P.O. Box 4427
Charleston, WV 25364
Tel: (304) 925-2100
Fax: (304) 925-2193
Email: jcaldwell@caldwellandriffee.com
About Wildcat Met Mining
Wildcat Met Mining, Inc., a company in Princeton, W.Va., filed its
voluntary petition for Chapter 11 protection (Bankr. S.D.W.V. Case
No. 22-10080) on Dec. 3, 2022, with $1 million to $10 million in
both assets and liabilities. James Trent, president of Wildcat Met
Mining, signed the petition.
Judge B. Mckay Mignault oversees the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, PLLC and Lorie
Smith Meadows, PLLC serve as the Debtor's legal counsel and
accountant, respectively.
WILDCAT MET: Seeks to Hire Lorie Smith Meadows as Accountant
------------------------------------------------------------
Wildcat Met Mining, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of West Virginia to employ Lorie
Smith Meadows, PLLC as its accountant.
The Debtor requires an accountant to prepare its monthly operating
reports and assist in the preparation of financial projections.
The firm will be paid at the rate of $150 per hour.
As disclosed in court filings, Lorie Smith Meadows is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Lorie Meadows
Lorie Smith Meadows, PLLC
13059 Winfield Rd
Winfield, WV 25213
Phone: (304) 586-9677
Email: lsmpllc@frontier.com
About Wildcat Met Mining
Wildcat Met Mining, Inc., a company in Princeton, W.Va., filed its
voluntary petition for Chapter 11 protection (Bankr. S.D.W.V. Case
No. 22-10080) on Dec. 3, 2022, with $1 million to $10 million in
both assets and liabilities. James Trent, president of Wildcat Met
Mining, signed the petition.
Judge B. Mckay Mignault oversees the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, PLLC and Lorie
Smith Meadows, PLLC serve as the Debtor's legal counsel and
accountant, respectively.
WINDOW SELECT: Plans to File Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Alex Groth of Milwaukee Journal Sentinel reports that Menomonee
Falls-based Window Select has confirmed they'll be filing for
Chapter 11 bankruptcy after hundreds of customers say they were
scammed while purchasing windows and doors that were never
completed.
"We are reaching out to every Window Select customers (sic) in the
next 3 days starting today," Window Select's third-party management
firm Cogent Analytics President Rob Braiman said in an email on
Thursday, January 12, 2023. "I can assure you we are trying to make
sure every Wisconsinite has an opportunity to be taken care of and
receive their orders."
The company will be filing for Chapter 11 bankruptcy on or around
Jan. 23, 2023, it confirmed in a message being shared with
customers.
Company officials said they can't share the details of the
bankruptcy filing, but in the message shared with customers said,
"the reality is that Window Select is effectively beyond repair as
a business entity regardless of all the efforts of its third-party
business advisors over the last year," and that Window Select is
entering into a Chapter 11 bankruptcy to provide protection from
creditors while the business is re-organized.
About Window Select
Window Select is a window installation service provider in
Menomonee Falls, Wisconsin.
WINDSTREAM HOLDINGS: Not Connected to Allianz Wrongdoers
--------------------------------------------------------
Piper Hudspeth Blackburn of Law360 reports that telecom company
Windstream Holdings has told the Federal Communications Commission
that it should not be disqualified from an exemption to foreign
ownership caps, insisting that the firm that would own a stake in
Windstream following its bankruptcy reorganization was not involved
with misconduct carried out by a group of Allianz portfolio
managers.
About Windstream Holdings
Windstream Holdings, Inc., and its subsidiaries provide advanced
network communications and technology solutions for businesses
across the United States. They also offer broadband, entertainment
and security solutions to consumers and small businesses primarily
in rural areas in 18 states.
Windstream Holding Inc. and its subsidiaries filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25,
2019.
The Debtors had total assets of $13,126,435,000 and total debt of
$11,199,070,000 as of Jan. 31, 2019.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as counsel; PJT Partners LP as financial advisor
and investment banker; Alvarez & Marsal North America LLC as
restructuring advisor; and Kurtzman Carson Consultants as notice
and claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on March 12, 2019. The committee tapped
Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP, as
its financial advisor, and Perella Weinberg Partners LP as
investment banker.
WOLVERINE WORLD: S&P Cuts ICR to 'BB-' on Rising Adjusted Leverage
------------------------------------------------------------------
S&P Global Ratings lowered S&P's issuer credit rating to 'BB-' from
'BB' on U.S–based footwear company Wolverine World Wide Inc. At
the same time, S&P lowered its issue-level rating on the senior
secured credit facilities, including the $1 billion revolver and
$200 million term loan, to 'BB' from 'BBB-'. The recovery rating on
the senior secured credit facility is revised to '2' from '1' due
to the increase in priority debt.
S&P also lowered its issue-level rating on the $550 million senior
unsecured notes to 'B+' from 'BB-'. The recovery rating is
unchanged at '5'.
The stable outlook reflects S&P's expectation that the company will
improve its operating performance by prioritizing growth brands and
focusing on profit improvement, such that adjusted leverage falls
below 5x by the end of 2023.
The downgrade reflects Wolverine's weakening operating performance
over the past few quarters and our revised forecast for leverage
sustained above 4x.
Wolverine's operating performance for the past few quarters was
considerably below S&P's expectations due to deteriorating
macroeconomic conditions, heightened promotional activities, and
ongoing supply chain disruptions. Sales in U.S. wholesale,
Wolverine's largest channel, were below expectations as shipment
delays due to logistics and warehouse congestion hurt the company's
brands, such as its namesake, Sperry, Keds, Sweaty Betty, and
Saucony. Many of Wolverine's wholesale customers are experiencing
higher inventory levels and warehouse constraints, which led to
order cancelations and additional discounting. In addition,
challenging macroeconomic conditions in the U.K. put pressure on
Sweaty Betty's performance.
Adjusted EBITDA declined more than 10% year over year for the last
12 months ended Oct. 1, 2022, due to lower-than-expected revenue,
higher promotions, and higher logistic expenses. Debt levels are
currently elevated due to above-average seasonal borrowings on the
revolver from increased inventory. These factors led to adjusted
leverage of low-6x for the last 12 months ended Oct. 1, 2022.
The company is working to reduce its elevated inventory levels,
including liquidating end-of-life inventory and reducing forward
purchases with suppliers. S&P said, "We expect this liquidation to
hurt margins in the near term, especially the fourth quarter of
2022. Additionally, we forecast modest demand but costs to remain
elevated, leading to adjusted leverage of high-5x by the end of
2022, meaningfully above our previous downgrade trigger at 4x."
Wolverine announced profit improvement initiatives and two
potential asset sales to improve credit metrics, but S&P forecasts
leverage will be mid-4x by the end of 2023.
As part of the company's strategy to reduce organizational
complexity and prioritize growth brands to improve profit, it
started a formal process to divest or license the Keds brand and
its Wolverine Leathers business, both of which are low-profit
contributors. S&P said, "We expect the company to use the proceeds
to pay down debt if it sells both businesses. In addition, we
expect some cost savings from the workforce reduction in connection
with these planned portfolio changes, organizational synergies, and
supply chain cost savings."
However, even with all these initiatives, we expect adjusted
leverage of mid-4x. S&P said, "We revised down our revenue and
EBITDA forecast for 2023 and now expect flattish to a slight
decline in revenue in 2023, excluding Keds (assuming the sale
happens this year). We expect EBITDA margins to stay pressured in
the first half of 2023 but gradually improve through the year as
the company reduces its inventory. We expect Wolverine's inventory
to return to more normal levels by mid-2023."
The company's senior unsecured notes were trading at about $0.70
after the third-quarter earnings, modestly improving to $0.82
recently, compared with $0.90 at the beginning of the 2022.
Wolverine has not previously repurchased portions of its bonds,
however, S&P is uncertain if that could be a possibility given
where its notes are trading.
The stable outlook reflects S&P's expectation that over the next 12
months, the company will improve its operating performance by
prioritizing growth brands and focusing on profit improvement such
that adjusted leverage falls to and is sustained below 5x.
S&P could lower its ratings if the company cannot improve its
operating performance and sustains adjusted leverage above 5x. This
could occur if Wolverine:
-- Cannot improve profitability and realize cost savings as
planned;
-- Does not sell its assets at attractive prices or does not apply
the proceeds towards debt reduction; or
-- Pursues aggressive financial policy with debt-funded share
repurchases and acquisitions while leverage is elevated.
S&P could raise its ratings if the company improves its operating
performance and sustains adjusted leverage below 4x. This could
occur if:
-- Consumer demand remains healthy and the company improves profit
through its margin improvement and cost saving initiatives;
-- Wolverine prioritizes debt repayment from asset sale proceeds
and from free cash flow generation; and
-- The company demonstrates a track record of maintaining leverage
below 4x, even after a debt-funded acquisition.
ESG credit indicators: E-3, S-2, G-2
[*] Lee Pacchia, Joan Vollero Join ICR's Special Situations Group
-----------------------------------------------------------------
ICR, a leading strategic communications and advisory firm, on Jan.
19 disclosed that it has hired senior industry veterans Lee
Pacchia, Esq. and Joan Vollero as Managing Directors in its Special
Situations Practice Group. They will join a growing team of
communications advisors, where Mr. Pacchia will focus on bankruptcy
and corporate restructuring and Ms. Vollero will focus on
litigation support communications.
ICR's Special Situations Group provides comprehensive strategic
communications around crises and other corporate events such as
M&A, activist defense, proxy contests, and executive transitions
that require dedicated teams of experts to help inform, educate and
persuade key stakeholders to achieve critical company objectives.
With their deep category expertise and proven advisory backgrounds,
the addition of Mr. Pacchia and Ms. Vollero will complement the
existing Special Situations team and strengthen their ability to
provide premier advisory services across of ICR's client base of
more than 1,000 public and private companies.
"To protect reputation and valuation in times of crisis,
corporations must deploy a team of advisors with the range of
experience to manage all aspects of the issue at hand," said Tom
Ryan, Co-Founder & CEO, ICR. He added, "Our multifaceted teams
regularly advise clients on how to address complex situations. Our
Special Situations team helps clients manage through challenging
situations, whether it is a reduction in force, an out-of-court
restructuring, distressed M&A, complex litigation, or another
unplanned event. Adding Lee and Joan to our team is another key
step in our commitment to helping our clients manage the
communications around those situations."
"We are excited to have Joan and Lee join ICR. They will be
valuable additions to our Special Situations team and they will
provide us the opportunity to represent an increasingly wider
spectrum of clients across a broad range of communications needs.
In the current business climate where companies are increasingly
facing restructurings, litigation and other crisis situations,
their experience and expertise will be of great value to our
clients," stated Phil Denning, head of ICR's Special Situations
Group.
Mr. Pacchia has nearly 20 years of experience in the bankruptcy and
restructuring industry having most recently served as a Director at
Traxi, a consulting firm specializing in providing financial and
operational advisory services to organizations in bankruptcy,
restructuring, turnaround and crisis. Following completion of his
law degree, Mr. Pacchia clerked for the U.S. Bankruptcy Court
before joining Bloomberg as a journalist covering bankruptcy and
the legal industry where he also established a multimedia group
within Bloomberg Law, a leading media platform in legal journalism.
Mr. Pacchia earned a bachelor's degree from Wesleyan University, a
law degree from New York Law School and was admitted to the bar in
New York and New Jersey.
Ms. Vollero has over 20 years of experience in communications and
public affairs, most recently focusing on crisis and litigation
support as Senior Vice President at communications firm Prosek
Partners. She brings significant experience navigating clients
through criminal and civil court matters, particularly relating to
class- and mass-action. Prior to her career in public relations,
Ms. Vollero spent 11 years in the Manhattan District Attorney's
Office, where she was a senior advisor to Manhattan District
Attorney Cyrus R. Vance, Jr. during his three terms in office],
leading communications and external affairs. Joan also ran
Prosecutors Against Gun Violence, a national, non-partisan
organization of 50 leading prosecutors Ms. Vollero began her career
in broadcast journalism, serving as a political producer for NY1
News. She earned a bachelor's degree from Tufts University and a
master's degree from the Medill School of Journalism at
Northwestern University.
About ICR
Established in 1998, ICR -- http://www.icrinc.com/-- partners with
its clients to execute strategic communications and advisory
programs that achieve business goals, build awareness and
credibility, and enhance long-term enterprise value. The firm's
highly-differentiated service model, which pairs capital markets
veterans with senior communications professionals, brings deep
sector knowledge and relationships to approximately 1,000 clients
across more than 20 industry groups. ICR's healthcare practice
operates under the Westwicke brand (www.westwicke.com). Today, ICR
is one of the largest and most experienced independent
communications and advisory firms in North America, maintaining
offices in New York, Norwalk, Boston, Baltimore and Beijing.
[^] BOOK REVIEW: THE ITT WARS
-----------------------------
THE ITT WARS: An Insider's View of Hostile Takeovers
Author: Rand Araskog
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
http://www.beardbooks.com/beardbooks/the_itt_wars.html
This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of businesses:
insurance, hotels, and industrial, automotive, and forest products.
ITT owned Sheraton Hotels, Caesars Gaming, one half of Madison
Square Garden and its cable network, and the New York
Knickerbockers basketball and the New York Rangers hockey teams.
The corporation had rebounded from its troubles of the previous two
decades.
Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Greenen, successor to ITT's
founder and champion of "growth as business strategy," ITT's sales
had grown from $930 million in 1961 to $8 billion in 1970 and $22
billion in 1979. It had made more than 250 acquisitions and had
2,000 working units. (It once acquired some 20 companies in one
month.)
ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiments against conglomerates became endemic; the
merger became its target and was eventually abandoned. Next came a
variety of allegations, some true, some false, all well publicized:
funding of Salvador Allende's opponents in Chile's 1970
presidential elections; influence peddling in the Nixon White
House; underwriting the 1972 Republican National Convention. ITT's
poor handling of several antitrust cases was also making
headlines.
Then came recession in 1973. ITT's stock plummeted from 60 in early
1973 to 12 in late 1974. Geneen found himself under fire and, in
Araskog's words, the "succession wars" among top ITT officers
began. Geneen was forced out in 1977, and Araskog, head of ITT's
Aerospace, Electronics, Components, and Energy Group, with more
than $1 billion in sales, won the CEO prize a year later.
Araskog inherited a debt-ridden corporation. He instituted a plan
of coherent divesting and reorganization of the company into more
manageable segments, but was cut short by one of the first hostile
bids by outside financial interests of the 1980's, by businessmen
Jay Pritzker and Philip Anschutz. This book is the insider's story
of that bid.
The ITT Wars reads like a "Who's Who" of U.S. corporations in the
1970s and 1980s. Araskog knew everyone. His writing reflects his
direct, passionate, and focused management style. He speaks of
wars, attacks, enemies within, personal loyalty, betrayal, and love
for his company and colleagues. In the book's closing sentences,
Araskog says, "We fought when the odds are against us. We won, and
ITT remains one of the most exciting companies of the twentieth
century, we hope to keep the wagon train moving into the
twenty-first century and not have to think about making a circle
again. Once is enough."
Araskog wrote a preface and postlogue for the Beard Books edition,
and provide us with ten years of perspective as well as insights
into what came next. In 1994, he orchestrated the breakup of ITT
into five publicly traded companies. Wagon circling began again in
early 1997 when Hilton Hotels made a hostile takeover offer to ITT
Corporation. Araskog eventually settled for a second-best victory,
negotiating a friendly merger with the Starwood Corporation, in
which ITT shareholders became majority owners of Starwood and
Westin Hotels, with the management of Starwood assuming management
of the merged entity.
Rand Araskog served as CEO of ITT Corporation until 1998. He later
headed his own investment company RVA Investments. He also served
on the Board of Directors of Cablevision and the Palm Beach Civic
Association. Araskog was born in Fergus Falls, Minnesota, in 1931.
He died August 9, 2021, in Palm Beach, Florida.
*********
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.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***