/raid1/www/Hosts/bankrupt/TCR_Public/230201.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, February 1, 2023, Vol. 27, No. 31
Headlines
11680 ROYAL RIDGE: Gets OK to Hire Rountree as Legal Counsel
225 BOWERY: Seeks Cash Collateral Access
3B ENTERPRISES: Court OKs Final Cash Collateral Access
511 GROUP LLC: Gets OK to Hire Joel M. Aresty as Legal Counsel
5280 AURARIA: Seeks Cash Collateral Access
8TH AVENUE: $100M Bank Debt Trades at 37% Discount
942 PENN RR: Court Approves Trustee's Disclosure Statement
942 PENN RR: Debtor Can Still File Own Plan
ACADEMY SPORTS: S&P Alters Outlook to Positive, Affirms 'BB' ICR
ACADIA HEALTHCARE: S&P Upgrades ICR to 'BB-', Outlook Stable
ACCURIDE CORP: $363M Bank Debt Trades at 17% Discount
ACERUS PHARMACEUTICALS: Chapter 15 Case Summary
ACJK INC: Voluntary Chapter 11 Case Summary
ACORN REAL PROPERTY: Says Creditors Unimpaired in Sale Plan
ACPRODUCTS HOLDINGS: $1.40B Bank Debt Trades at 19% Discount
ADAM LLC: Court OKs Interim Cash Collateral Access
ADAMS 3 LLC: Trustee Hires Odin Feldman & Pittleman as Counsel
ADHERA THERAPEUTICS: Grosses Extra $200K From Securities Offering
ADVANTAGE SALES: $1.32B Bank Debt Trades at 16% Discount
AGILE THERAPEUTICS: Unveils Distribution to Common Stockholders
ALL YEAR HOLDINGS: Exclusivity Period Extended to March 31
AMMON ANALYTICAL: March 28 Plan & Disclosure Hearing Set
AMMON ANALYTICAL: Unsecureds to Get 5% to 7.5% in Plan
AMPHORA FINANCE LTD: GBP301M Bank Debt Trades at 39% Discount
APPALACHIAN VALLEY: Gets OK to Hire Rountree as Legal Counsel
ASTRA ACQUISITION: Fitch Lowers LongTerm IDR to 'B-', Outlook Neg.
AT HOME GROUP: S&P Downgrades ICR to 'CCC+', Outlook Negative
ATLAS PURCHASER: $610M Bank Debt Trades at 25% Discount
AUTO MONEY NORTH: Taps Markham Law Firm as Special Counsel
AVISON YOUNG: $375M Bank Debt Trades at 17% Discount
BED BATH & BEYOND: Board Appoints Carol Flaton as Director
BOWLERO CORP: S&P Rates New $900MM Senior Secured Term Loan 'B'
BROOKLYN COMMISSARY: Taps Silverman Law as Bankruptcy Counsel
BURKE BRANDS: Wins Cash Collateral Access Thru Feb 11
CAMBER ENERGY: To Buy Renewable Diesel Plant in Nevada for $750M
CAMECO TECHNOLOGIES: Gets OK to Tap Siddiqui & Basnet as Accountant
CANO HEALTH: $644.4M Bank Debt Trades at 22% Discount
CASTLE US HOLDING: $1.20B Bank Debt Trades at 33% Discount
CAVALIER PHARMACY: Seeks to Hire Farthing Legal as Counsel
CCO HOLDINGS: S&P Rates New Senior Unsecured Notes 'BB-'
CLARUS THERAPEUTICS: Gets More Time to Retain Control of Bankruptcy
COMPASS POWER: S&P Affirms 'BB-' Rating on $650MM Term Loan B
COMPUTE NORTH: Gets OK to Hire Ferguson as Co-Counsel
COPPER REALTY: Unsecureds Could Get 100% in Plan
CROWN COMMERCIAL: Wins Cash Collateral Access Thru Feb 16
CUMBERLAND RJ: Gets OK to Hire Rountree as Bankruptcy Counsel
CUSTOM ALLOY: Wins Cash Collateral Access Thru Jan 28
DANNY R. BARTEL: Claims be Funded From Dr. Bartel's Employment
DCL HOLDINGS: Gets OK to Hire Ankura as Restructuring Advisor
DCL HOLDINGS: Taps TM Capital Corp as Investment Banker
DEL MONTE FOODS: S&P Affirms 'B' Sec. Term Loan Rating on Add-On
DIAMOND SCAFFOLD: Court OKs Cash Collateral Use Thru April 12
EAGLE MECHANICAL: Seeks Cash Collateral Access
EAGLE VALLEY: Seeks Approval of $600,000 DIP Loan
ELECTRONICS FOR IMAGING: $875M Bank Debt Trades at 28% Discount
EMPLOYEE LOAN: Court OKs Interim Cash Collateral Access
ENVISION HEALTHCARE: $5.45B Bank Debt Trades at 59% Discount
EQUISEK INC: Wins Cash Collateral Access Thru May 8
EYECARE PARTNERS: $110M Bank Debt Trades at 17% Discount
FARMA SCI LIFE: Court OKs Cash Collateral Access Thru Feb 15
FARRAGUT HEALTH: Feb. 23 Hearing in Disclosure Statement
FGV FRESNO: Case Summary & 20 Largest Unsecured Creditors
GASPARILLA MOBILE: Taps Adams and Reese as Bankruptcy Counsel
GIBSON BRANDS: $300M Bank Debt Trades at 21% Discount
GIGAMONSTER NETWORKS: Seeks to Tap Kroll as Administrative Advisor
GIGAMONSTER NETWORKS: Taps Bank Street Group as Investment Banker
GIGAMONSTER NETWORKS: Taps Novo Advisors as Restructuring Advisor
GLOBAL ALLIANCE: Court OKs Deal on Cash Collateral Access
GMP BORROWER: $69.2M Bank Debt Trades at 19% Discount
GOODYHOUSE LLC: Unsecured Creditors Owed $247K to Get 5% in Plan
GREELY LAND: Has Deal on Cash Collateral Access Thru Feb 28
GREER TRANSPORT: Seeks to Use Cash Collateral
GRILLNETICS LLC: Seeks to Hire Allen Barnes & Jones as Counsel
GUNITE MASTERS: Gets OK to Hire Baker & Associates as Legal Counsel
HALO BUYER: S&P Alters Outlook to Developing, Affirms 'CCC+' ICR
HANJRA TRUCKING: Gets OK to Hire Kamini Fox as Legal Counsel
HANSABEN INVESTMENT: City of Fairfield Wants Plan Clarified
HEALTHCHANNELS INTERMEDIATE: $385M Debt Trades at 25% Discount
HERITAGE POWER: $61.1M Bank Debt Trades at 65% Discount
HOLLOWAY CROSSING: Taps Capital Properties Group as Broker
HOMER CITY: $145M Bank Debt Trades at 38% Discount
IKON WEAPONS: Conversion or Dismissal of Case Sought
ISCM HOLDINGS: Unsecureds Get Proceeds of New Value Contribution
JAF 27 LLC: Seeks to Amend Chapter 11 Plan
JAF 27 LLC: Unsecureds' Plan Recovery to Depend on Property Sales
JORGABY FREIGHT: Unsecureds Will Get 100% with Interest in Plan
K&L EXCAVATING: Court OKs Final Cash Collateral Access
LACHAETINERIA LLC: Taps Christian Burwell as Real Estate Agent
LANNETT CO: All Five Proposals Passed at Annual Meeting
LATAM AIRLINES: Gets OK to Expand Scope of Deloitte's Services
LAVISH REMODELS: Gets OK to Hire Rountree as Legal Counsel
LEARFIELD COMMUNICATIONS: $864M Bank Debt Trades at 37% Discount
LTI FLEXIBLE PRODUCTS: $142M Bank Debt Trades at 18% Discount
MAJOSTAN CORP: Case Summary & Four Unsecured Creditors
MARLIN KRIDER: Wins Cash Collateral Access Thru Feb 3
MARTIN MIDSTREAM: S&P Upgrades ICR to 'B-' on Refinancing Plan
MDWERKS INC: Signs Deal to Acquire RF Specialties
MEDCISION LLC: Gets OK to Expand Scope of Bowles & Verna's Services
MEDLY HEALTH: Committee Taps Porzio Bromberg & Newman as Counsel
MEDLY HEALTH: Committee Taps Rock Creek as Financial Advisor
MERIDIAN HOLDING: Case Summary & Four Unsecured Creditors
MOHEGAN TRIBAL: S&P Rates $503MM Senior Unsecured Notes 'CCC+'
NANI WALE O'PUAKO: Bid to Use Cash Collateral Denied
NASSAU PHARMACY: Gets OK to Hire Boyle Legal as Bankruptcy Counsel
NBG ACQUISITION: $260M Bank Debt Trades at 74% Discount
NORTHERN OIL: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
NUVO TOWER: Taps Rosewood Realty Group as Real Estate Advisor
ORBIT ENERGY: Wins Cash Collateral Access Thru Feb 4
PARTY CITY: Seeks Approval to Hire Porter Hedges as Co-Counsel
PARTY CITY: Seeks to Hire AlixPartners, Appoint CRO
PARTY CITY: Taps A&G Realty Partners as Real Estate Consultant
PARTY CITY: Taps Paul Weiss Rifkind Wharton & Garrison as Counsel
PERATON CORP: S&P Alters Outlook to Negative, Affirms 'B+' CCR
PERFORMANCE POWERSPORTS: Seeks to Hire Klehr Harrison as Counsel
PERFORMANCE POWERSPORTS: Seeks to Tap Omni as Administrative Agent
PERFORMANCE POWERSPORTS: Taps Chapter 11 Advisor, Investment Banker
PG MOTORS: Court OKs Interim Cash Collateral Access
PLOURDE SAND: Case Summary & 20 Largest Unsecured Creditors
POSEIDON MOVING: Seeks Cash Collateral Access
PRECAST LLC: Files Emergency Bid to Use Cash Collateral
PRESTIGE CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
PWM PROPERTY: Hearing on Exclusivity Bid Set for Feb. 23
QUOTIENT LIMITED: Seeks to Tap Paul Hastings as Bankruptcy Counsel
QUOTIENT LIMITED: Taps Perella Weinberg as Investment Banker
RAND PARENT: S&P Assigns 'BB-' ICR, Outlook Stable
RED HAT REALTY: Case Summary & Four Unsecured Creditors
REMOTEMD LLC: Seeks Approval to Tap Cooper CPA Group as Accountant
REPLIMUNE GROUP: $200M Bank Debt Trades at 22% Discount
REVERSE MORTGAGE: Seeks to Hire Kroll as Administrative Advisor
REVLON CONSUMER: $1.80B Bank Debt Trades at 83% Discount
RISING TIDE: $400M Bank Debt Trades at 48% Discount
ROCKLEY PHOTONICS: Gets OK to Hire Kroll as Claims Agent
SABRINAS ATLANTIC: Wins Interim Cash Collateral Access
SANOTECH 360: Files Emergency Bid to Use Cash Collateral
SAVVA HOLDINGS: Seeks to Tap Michael Jay Berger as Legal Counsel
SERTA SIMMONS: $851M Bank Debt Trades at 41% Discount
SHILO INN: Court OKs Deal on Cash Collateral Access
SHUTTERFLY LLC: $1.11B Bank Debt Trades at 50% Discount
SIGNAL PARENT: $550M Bank Debt Trades at 28% Discount
SILGAN HOLDINGS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
SPRING MOUNTAIN: Wins Access to $4MM DIP Loan on Final Basis
STRUCTURAL TECHNOLOGY: Court OKs Interim Cash Collateral Access
SYNCHRONY FINANCIAL: S&P Rates $750MM Subordinated Notes 'BB+'
THOMPSON MILLWORK: Unsecured Creditors to Get Nothing in Plan
THORCO INC: Taps Kris A. McLean Law Firm as Special Counsel
TIMES SQUARE: Amends Unsecured Creditors' Claims Details
TREASURE ISLAND: Seeks to Hire Sole Law as Special Counsel
TWO DELUNA: Seeks Approval to Hire Gena Hayes as Accountant
UNCLE DAN'S TIRE: Taps Troutman Law Firm as Bankruptcy Counsel
UNITED FURNITURE: Voluntary Chapter 11 Case Summary
UNITED PF: $116M Bank Debt Trades at 26% Discount
UNITED PF: $525M Bank Debt Trades at 21% Discount
UNLIMITED DEVELOPMENT: Case Summary & One Unsecured Creditor
V&K JACKSON INC: Taps Maples Law Firm as Bankruptcy Counsel
VECTRA CO: $140M Bank Debt Trades at 44% Discount
VOLEL PROFESSIONAL: Seeks to Hire Buddy D. Ford as Legal Counsel
VOYAGER DIGITAL: Exclusivity Period Extended to March 3
WILLIAM HOLDINGS: Gets OK to Hire Hilco as Real Estate Broker
WILLIAM HOLDINGS: Has Deal on Cash Collateral Access
WORLDWIDE EXPRESS: $150M Bank Debt Trades at 17% Discount
XPLORNET COMMUNICATIONS: $995M Bank Debt Trades at 21% Discount
ZAYO GROUP: $4.96B Bank Debt Trades at 16% Discount
*********
11680 ROYAL RIDGE: Gets OK to Hire Rountree as Legal Counsel
------------------------------------------------------------
11680 Royal Ridge Mob1 SPE, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Rountree Leitman Klein & Geer, LLC as its legal counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties in
the management of its property;
(b) preparing legal papers;
(c) assisting in the examination of claims of creditors;
(d) assisting in the formulation and preparation of a disclosure
statement and plan of reorganization and in the consummation
thereof; and
(e) other necessary 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 Bargar, Attorney $535
Hal Leitman, Attorney $495
David S. Klein, Attorney $495
Alexandra Dishun, Attorney $425
Benjamin R. Keck, Attorney $425
Ceci Christy, Attorney $350
Barret Broussard, Attorney $395
Elizabeth A. Childers, Attorney $390
Caitlyn Powers, Attorney $325
Sharon M. Wenger, Paralegal $225
Megan Winokur, Paralegal $175
Catherine Smith, Paralegal $150
The firm received a pre-bankruptcy retainer of $25,000 from the
Debtor.
Will Geer, 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:
Will B. Geer, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
About 11680 Royal Ridge Mob1 SPE
11680 Royal Ridge MOB1 SPE, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-57946) on
Oct. 3, 2022. In the petition signed by Scott C Honan, designated
manager, the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge Paul Baisier oversees the case.
Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the
Debtor's counsel.
Morris, Manning & Martin, LLP is the attorney for lenders RGA
Reinsurance Company and RGA Real Estate Holdings, LLC.
225 BOWERY: Seeks Cash Collateral Access
----------------------------------------
225 Bowery LLC asks the U.S. Bankruptcy Court for the District of
Delaware for authority to use cash collateral and provide adequate
protection.
The Debtor requires the use of cash collateral to pay expenses to
continue operating its hotel property in the ordinary course of
business during the Chapter 11 Case and to prosecute the Chapter 11
Case.
As of the Petition Date, the Debtor's only secured lender with an
interest in the cash collateral is Bank Hapoalim B.M. The Debtor's
loan agreement with BHI closed March 4, 2019, and resulted in $68
million of financing. The BHI Loan is governed by the Loan
Agreement dated March 4, 2019, evidenced by a Consolidated, Amended
and Restated Promissory Note for up to $80 million, and secured by
a Consolidated, Amended and Restated Mortgage, Assignment of Leases
and Rents and Security Agreement.
The Mortgage was recorded with the NYC Department of Finance Office
of the City Register on March 4, 2019, contemporaneously with the
closing of the BHI Loan Documents, and BHI filed a UCC-1 with the
Delaware Secretary of State on March 14, 2019. BHI, as the Debtor's
depository bank, has a perfected security interest in all cash
collateral on deposit in accounts maintained with BHI. As of the
Petition Date, approximately $79.5 million is owed under the BHI
Loan, including $67.1 million in principal, $11.6 million in
interest, and $784,986 in late fees.
On April 28, 2022, BHI commenced a foreclosure action against the
Debtor and certain of its affiliates in the Supreme Court of the
State of New York, County of New York, along with a motion to
appoint a receiver shortly thereafter. The Foreclosure Receivership
Motion was consensually resolved through a stipulation dated May
27, 2022, which limited the Debtor's authority to use cash. Among
other things, pursuant to the Stipulation, the Debtor was required
to (i) deposit all of its funds into its checking account with BHI
(ending in 135501) and (ii) after paying certain approved expenses,
transfer any balance remaining in the Unrestricted Cash Account
above $650,000 to a separate Debtor account with BHI.
As adequate protection for their proposed use of cash collateral,
the Debtor proposes to provide the following to BHI:
a. replacement liens and superpriority administrative claims
for any diminution in value of BHI's Prepetition Collateral;
b. payment of reasonable and necessary legal fees incurred by
BHI subject to standard notice to the Office of the United States
Trustee and any committee appointed in the Chapter 11 Case; and
c. certain reporting obligations to BHI.
The Interim Order provides a "Carve-Out" of statutory fees and
allowed professional fees of the Debtor and any statutory committee
of unsecured creditors appointed pursuant to section 1103 of the
Bankruptcy Code which, upon the occurrence of a Carve-Out Event, is
subject to a Post-Carve-Out Notice Cap of $1 million. The
reasonable fees and expenses incurred by a trustee under section
726(b) of the Bankruptcy Code are capped at $50,000.
The Debtor was formed by David Paz's Omnia Group to acquire and
develop an old brick 10-story tenement building at 225 Bowery
Street in Manhattan's Lower East Side into a micro hotel. Omnia
purchased the property for $30.5 million in 2014.
Omnia partnered with Ace Hotel, a hospitality chain specializing in
artsy, off-the-beaten-path boutiques, to brand and manage the
project as a 200-key "distilled-service micro-hotel," the first in
Ace's "Sister City" line of minimalist accommodations, according to
a report by The Real Deal. In exchange, Ace would receive 3% of
the hotel's annual gross revenue, plus certain performance-based
bonuses. The deal would run for 10 years, with two five-year
extension options for Ace.
Omnia took out an $80 million gap mortgage from Bank Hapoalim in
2019 for the renovation. The hotel opened that month. A year
later, the hotel had to suspend operations due to the pandemic.
According to Real Deal, between June 2020 to June 2021, the hotel
struck a deal with the City of New York to house homeless people.
When the deal ended, the hotel was rebranded as "Untitled at 3
Freeman Alley" and rented rooms individually on Airbnb.
Ace Hotel sued, claiming Omnia violated their contract, which
dictates that only Ace can manage the property. Bank Hapoalim also
initiated foreclosure proceedings after the hotel began missing
payments.
In September 2022, arbitrators awarded Ace $10.4 million and
ordered the hotel owners to stop displaying trademarks associated
with the Sister City brand.
A copy of the motion is available at https://bit.ly/3jcyvG4 from
PacerMonitor.com.
About 225 Bowery LLC
225 Bowery LLC owns a micro hotel in Manhattan's Lower East Side.
225 Bowery LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10094) on January 24,
2023. In the petition signed by Nat Wasserstein, chief
restructuring officer, the Debtor disclosed up to $100 million in
both assets and liabilities.
Alston & Bird LLP and Young Conaway Stargatt and Taylor, LLP,
represent the Debtor as legal counsel.
3B ENTERPRISES: Court OKs Final Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Curt for the Eastern District of California
authorized 3B Enterprises, LLC, Inc., to use cash collateral on a
final basis in accordance with the budget.
Specifically, the Debtor is authorized, but not required, to use
cash collateral, including the proceeds of sales of its inventory
in accordance with the DIP Budget, and the Debtor will be deemed in
compliance with this requirement so long as the Debtor does not
exceed the DIP Budget by up to 15% on average across all
expenditures during any four-week period.
The Debtor will make adequate protection payments on the Secured
Claims held by the Debtor's Secured Creditors, Ally Financial,
Paradigm, Mechanics Bank Line of Credit, Momentum, CFG Merchant
Solutions, Cloudrond (Delta Bridge Funding), and the U.S. Small
Business Administration as described in the DIP Budget. In
addition, the Secured Creditors are granted replacement liens in
the same priority, with respect to the same collateral, and to the
same extent, whether valid or not, as the Secured Creditor's
security interests attached before the Petition Date.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3XJx1Ce from PacerMonitor.com.
The budget provides for total expenses, on a monthly basis, as
follows:
$541,500 for January 2023;
$1,143,900 for February 2023;
$1,143,900 for March 2023;
$539,900 for April 2023; and
$554,900 for May 2023.
About 3B Enterprises, LLC, Inc.
3B Enterprises, LLC, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-22999) on
November 18, 2022. In the petition signed by Shawn Hayse, general
manager, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Christopher M. Klein oversees the case.
Stephen Reynolds, Esq., at Reynolds Law Corp, represents the Debtor
as legal counsel.
511 GROUP LLC: Gets OK to Hire Joel M. Aresty as Legal Counsel
--------------------------------------------------------------
511 Group, LLC received approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Joel M. Aresty, P.A. as
its bankruptcy counsel.
The Debtor requires a bankruptcy counsel to:
(a) give advice with respect to the Debtor's powers and duties
and the continued management of its business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare legal documents;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) negotiate with creditors in the preparation of a Chapter 11
plan.
The firm will be paid at the rate of $440 per hour and will be
reimbursed for out-of-pocket expenses incurred.
The Debtor paid the firm the sum of $4,000 as retainer.
Joel Aresty, Esq., 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:
Joel M. Aresty, Esq.
Joel M. Aresty, P.A.
309 1st Ave S
Tierra Verde FL 33715
Tel: (305) 904-1903
Fax: (800) 899-1870
Email: Aresty@Mac.com
About 511 Group
511 Group, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 22-19644) on Dec. 19, 2022, with up
to $1 million in assets and up to $500,000 in liabilities. Judge
Robert A. Mark oversees the case.
Joel M. Aresty, Esq., at Joel M. Aresty, P.A. is the Debtor's legal
counsel.
5280 AURARIA: Seeks Cash Collateral Access
------------------------------------------
5280 Auraria, LLC asks the U.S. Bankruptcy Court for the District
of Colorado for authority to use cash collateral on an interim
basis in accordance with its agreement with DB Auraria, LLC and and
Auraria Stub, LLC.
The Debtor is in ongoing discussions with DB Auraria, which claims
a first priority lien in the Debtor's cash collateral. Given the
urgent nature of the relief requested, DB Auraria has consented to
entry of an interim order authorizing the Debtor's use of cash
collateral for the month of February 2023 in accordance with the
budget. The Interim Budget uses the Debtor's cash solely for
continued operations, in line with prior budgets submitted to the
Court.
The Debtor seeks permission to use the cash collateral on an
interim basis without any renovation expenses for the month of
February 2023 -- just as it did for the month of January 2023. Te
Debtor also requests authority to use cash collateral for the month
of March 2023 to cover costs associated with the renovations
contemplated in the budget.
DB Auraria asserts a senior security interest in the Debtor's
assets pursuant to a Deed of Trust, Assignment of Leases and Rents,
Assignment of Management Agreement, Lockbox Deposit Account Control
Agreement. DB Auraria asserts a claim for $51.112 million with
$48.5 million of that amount being secured. The Debtor has objected
to DB Auraria's claim (Claim No. 10-1).
Auraria Stub as Mezz Lender also asserts a security interest in the
Debtor's property that is junior to DB Auraria's interest. The
Mezz Lender asserts it secured its junior loan in the original
principal amount of $5.5 million by a second priority deed of trust
on the Property and by a pledge of 25% of the equity interests in
the Debtor, held by Nelson Partners, LLC.
The cash collateral will be used in accordance with the Interim
Budget, subject to a line item variance of no more than 15% per
month and an overall budget variance of no more than 15% in the
aggregate per month.
A copy of the motion is available at https://bit.ly/3XUd9N2 from
PacerMonitor.com.
A copy of the Debtor's March 2023 budget is available at
https://bit.ly/3Y3oIB2 from PacerMonitor.com.
The Debtor projects $285,458 in total revenue and $336,105 in total
expenses.
About 5280 Auraria
5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building
in downtown Denver aimed at providing housing for college students.
5280 Auraria's sole member and manager is Nelson Partners, LLC, a
Utah limited liability company. The individual principal is
Patrick Nelson.
5280 Auraria sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 22-12059) on June 9, 2022.
In the petition filed by Patrick Nelson, as managing member, the
Debtor listed between $50 million and $100 million in both assets
and liabilities.
Judge Kimberley H. Tyson oversees the case.
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is
the Debtor's counsel.
8TH AVENUE: $100M Bank Debt Trades at 37% Discount
--------------------------------------------------
Participations in a syndicated loan under which 8th Avenue Food &
Provisions Inc is a borrower were trading in the secondary market
around 63.5 cents-on-the-dollar during the week ended Friday,
January 27, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $100 million facility is a Term loan that is scheduled to
mature on October 1, 2026. The amount is fully drawn and
outstanding.
8th Avenue Food & Provisions, Inc. provides food catering services.
The Company supplies organic and conventional peanut and other nut
butters, baking nuts, raisins, other dried fruit, and trail mixes
to leading grocery retailers, top food service distributors, and
industrial bakeries.
942 PENN RR: Court Approves Trustee's Disclosure Statement
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
conducted a hearing on Jan. 5, 2023, to consider approval of the
Disclosure Statement in Support of Chapter 11 Plan of Liquidation
filed by Chapter 11 Trustee, Barry E. Mukamal (the "Plan
Proponent"), which the Court conditionally approved pursuant to the
amendments required on the record.
The Trustee subsequently filed the Amended Disclosure Statement in
Support of First Amended Chapter 11 Plan of Liquidation.
The Court finds that the Disclosure Statement contains "adequate
information" regarding the Plan in accordance with 11 U.S.C. Sec.
1125(a). Therefore, pursuant to 11 U.S.C. Sec. 1125(b) and
Bankruptcy Rule 30l7(b), Judge Laurel M. Isicoff on Jan. 19, 2023,
entered an order approving the Disclosure Statement of 942 Penn RR,
LLC filed by Chapter 11 Trustee, Barry E. Mukamal.
The Plan confirmation hearing and hearing on fee applications will
be on March 20, 2023 and March 21, 2023, at 9:00 a.m. in United
States Bankruptcy Court, C. Clyde Atkins United States Courthouse,
301 N. Miami Avenue, Courtroom 8, Miami, FL 33128.
The deadline for objections to claims will be on Feb. 8, 2023. The
deadline for objections to confirmation will be on March 6, 2023.
The deadline for filing ballots accepting or rejecting the Plan
will be on March 6, 2023.
About 942 Penn RR
942 Penn RR, LLC, owns a short-term luxury apartment building
located at 942 Pennsylvania Ave., Miami Beach, Fla.
942 Penn RR filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14038) on
May 23, 2022, with $1,617,630 in total assets and $27,179,541 in
total liabilities. Raziel Ofer, manager, signed the petition.
Judge Robert A. Mark oversees the case.
The Law Office of Mark S. Roher, PA is the Debtor's legal counsel.
On June 29, 2022, the Court appointed Barry E. Mukamal as the
Debtor's Chapter 11 trustee. Bast Amron, LLP and KapilaMukamal,
LLP, serve as the Trustee's legal counsel and accountant,
respectively.
942 PENN RR: Debtor Can Still File Own Plan
-------------------------------------------
Judge Laurel M. Isicoff on Jan. 19, 2023, entered an order denying
942 Penn RR, LLC's motion to extend its time to file an amended
Plan and Disclosure Statement, but the judge noted that "the Debtor
may file any Plan and Disclosure Statement if and when the Debtor
chooses, unless and until any competing plan is confirmed first."
According to the judge, there is no deadline for the Debtor to file
a new plan and Disclosure Statement. The Jan. 19 deadline set by
the Court was only to put any Amended Plan and Amended Disclosure
Statement filed by the Debtor on the parallel track with the
Trustee's plan under the timeline set by the Court at the Jan. 5,
2023 hearing.
If the Debtor files a new Plan and Disclosure Statement, the Court
will address the timeline for that filing at the appropriate time.
About 942 Penn RR
942 Penn RR, LLC, owns a short-term luxury apartment building
located at 942 Pennsylvania Ave., Miami Beach, Fla.
942 Penn RR filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14038) on
May 23, 2022, with $1,617,630 in total assets and $27,179,541 in
total liabilities. Raziel Ofer, manager, signed the petition.
Judge Robert A. Mark oversees the case.
The Law Office of Mark S. Roher, PA is the Debtor's legal counsel.
On June 29, 2022, the Court appointed Barry E. Mukamal as the
Debtor's Chapter 11 trustee. Bast Amron, LLP and KapilaMukamal,
LLP, serve as the Trustee's legal counsel and accountant,
respectively.
ACADEMY SPORTS: S&P Alters Outlook to Positive, Affirms 'BB' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable and
affirmed all ratings, including its 'BB' issuer credit rating. S&P
also affirmed its '3' recovery rating on the 'BB' rated secured
debt but revised the weighted average recovery expectation to 65%
from 55% as a result of lower funded debt.
The positive ratings outlook reflects the potential for an upgrade
if Academy demonstrates consistent performance amid an uncertain
economy while sustaining low S&P Global Ratings-adjusted leverage
of about 1x.
S&P said, "We think Academy's recent $100 million term loan
repayment shows management may pursue a conservative financial
policy long-term. We believe Academy could continue to maintain a
conservative approach to leverage, noting that management has
consistently reduced debt since its October 2020 IPO. For example,
the company repurchased $100 million of its term loan in December
2022, resulting in less than $200 million of principal outstanding.
This compares to less than half of the original $400 million term
loan issuance which ranks pari passu with the outstanding $400
million secured notes. We expect lower debt balances to reduce
interest costs while at the same time increase cash flows over the
next year. The December 2022 repurchase follows a $99 million term
loan repayment in May 2021 that itself came after deleveraging that
occurred with the initial public offering. We believe management
could opportunistically reduce debt in the future using internal
cash generation. We also expect Academy will likely generate
healthy cash flow and project reported free operating cash flow
(FOCF) of more than $600 million annually. For the trailing 12
months ended in October 2022, Academy's S&P Global Ratings-adjusted
leverage was 1.3x, or 0.7x on a reported basis. We project adjusted
leverage will likely stay at low levels around 1x over the next
year. That said, we see meaningful risks that could lead to higher
leverage in the future. This includes an economic slowdown paired
with the company's lack of track record through economic cycles. We
also think excess cash flow could be used for shareholder
initiatives, including share buybacks."
Academy's market position as a value-oriented retailer will likely
help support profitability and ample headroom under the credit
protection metrics amid a potentially challenging macroeconomic
environment. Academy has benefited from its market position as a
value-oriented retailer, leading to elevated customer traffic and
demand for sporting goods and outdoor equipment, along with
capturing trade-down consumers. S&P said, "We believe changes in
consumer habits, including more people working from home and
continuing outdoor hobbies, will likely provide structural
tailwinds to sporting goods demand. We see this all leading to a
low-single-digit percent increase in comparable-store sales in over
the next year or two as compared to expected mid-single-digit
decline in 2022. We also expect an acceleration in new store
openings to boost revenue over the coming year. Moreover, Academy's
S&P Global Ratings-adjusted EBITDA margins will likely remain
around the mid-to-high-17% range over next 12 to 24 months,
somewhat lower than the 18% for trailing-12-months ended October
2022. Margins will likely benefit from good inventory management,
like what management accomplished in 2022, in addition to cost
management and low product promotions. We think these initiatives
and other efficiency efforts, including an enhanced loyalty
program, an improved website, and good merchandising will likely
help sustain margins. We see this occurring despite inflationary
headwinds mitigating efficiency efforts over the coming 18 months .
That said, Academy does not have a long track record operating with
its current strategies. We see this as a potential risk given what
we expect to be a mild recession in 2023 while noting the long-term
volatility in sporting and outdoor goods."
S&P said, "We believe management's operating initiatives will help
Academy maintain good performance. Academy's management team has
strategically employed operating initiatives that have helped the
company maintain growth and sustain robust S&P Global
Ratings-adjusted EBITDA margins. This includes improved in-store
service by increasing customer facing hours, modifying store
layout, enhancing the assortment, and increasing merchandise
localization efforts. Moreover, assortment and store layout
updates, along with good vendor relations, have helped Academy
maintain healthy inventory levels, up just 13% as of the third
quarter ended October 2022 versus the 2021 period.
"In addition, we believe implemented and planned omni-channel
initiatives will help maintain customer engagement. Technology
management has increased and will likely continue to improve
check-out speeds, improve in-store and online search capabilities,
and expand payment options. This includes continual improvements of
the company's website and enhancements to the mobile app. We think
these initiatives and others like data-driven markdown and
merchandising optimization have allowed management to refocus on
expansion strategies. We believe Academy will prudently and
profitably expand its store base over the next few years, as we
project around 10 to 15 new stores annually as compared to
management's target of 80 to 100 new stores by the end of fiscal
2026."
Academy remains a relatively small, but growing, competitor in the
sporting goods retail industry. S&P said, "Academy operates as a
regional sports and outdoor retailer with physical stores located
primarily in Texas and adjacent southern states, and in our view
remains geographically limited in scope. The company positions
itself as an everyday-low-price value player and competes with
significantly larger and better-capitalized competitors, some of
which focus on the mass market or provide specialized sports
products. This includes specialized retailers likes Dick's Sporting
Goods Inc., (BBB/Stable/--) and Great Outdoors Group LLC
(BB-/Positive/--), mass merchants like Walmart Inc.
(AA/Stable/A-1+), and e-commerce competitors like Amazon
(AA/Stable/A-1+). We think competing against these larger
competitors could increase risk of a short-fall in sales and limit
profitability. In addition, online penetration remains lower than
some peers, comprising around 10% of total sales. We think this
creates potential long-term risks for Academy, as the industry
remains prone to product promotions and competitive pricing along
with evolving customer habits. We also believe sporting goods and
related products remain a highly fragmented sector with increasing
competition, including both physical retailers and pure-play
e-commerce competitors. We accordingly maintain our negative
comparative ratings analysis modifier."
S&P said, "The positive ratings outlook reflects the potential for
an upgrade over the next 12 to 18 months if Academy demonstrates
consistent performance amid an uncertain economy while sustaining
low S&P Global Ratings-adjusted leverage of about 1x."
S&P could raise its ratings if Academy demonstrated relatively
steady revenue generation and profitability. This would likely
include:
-- Management's successful execution of its operational strategies
while profitable expanding its store base; and
-- S&P expects that management will sustain a conservative
financial policy, evidenced by low leverage remaining near recent
levels and/or a publicly stated financial target.
S&P could revise its outlook to stable or lower its ratings on
Academy if a worsening macroeconomic environment or operational
misstep results in meaningful weak sales and lower profitability.
This could also occur if the company sustains S&P Global
Ratings-adjusted leverage at around 3x.
ESG credit indicators: E-2, S-3, G-2
Social factors are a moderately negative consideration in our
credit rating analysis of Academy. The company has meaningful
exposure to firearms and ammunition sales, which add volatility to
the company's sales and profitability because of the significant
unpredictability and meaningful fluctuations in demand, especially
before national elections. In addition, regulators and lawmakers
have looked to impose increased restrictions on firearm sales.
While no new legislation has been enacted, potential changes in the
regulatory climate could increase future performance risks.
ACADIA HEALTHCARE: S&P Upgrades ICR to 'BB-', Outlook Stable
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Franklin,
Tenn.-based Acadia Healthcare Co. Inc. to 'BB-' from 'B+'. At the
same time, S&P also raised its issue-level rating on its senior
secured notes to 'BB+' from 'BB'. The '1' recovery rating indicates
its expectation of very high (90%-100%; rounded estimate: 95%)
recovery in the event of a default. S&P also raised its issue-level
rating on its senior unsecured notes to 'B+' from 'B'. The '5'
recovery rating indicates its expectation of modest (10%-30%;
rounded estimate: 10%) recovery in the event of a payment default.
S&P said, "The stable outlook reflects our view that Acadia will
continue to benefit from industry tailwinds while maintaining a
disciplined approach toward its expansion. It also includes our
view the company will generate sufficient operating cash flow, most
of which it will be used toward investment in growth capex.
"We expect Acadia will benefit from strong demand for behavioral
health services as it focuses on expansion.We believe demand will
remain strong at least for the next several years, partly due to
expanded coverage through the Mental Health Parity and Addiction
Equity Act, increased funding to combat opioid and other substance
addiction, societal events like the pandemic, and heightened
awareness of substance abuse and mental illness. Increased societal
acceptance of the need for behavioral health services has also
driven higher demand as well as influenced better reimbursement
rates. Acadia's focus on expansion to meet this growing demand by
opening de novos, existing facility expansions, and joint ventures
will help drive additional volume growth, contributing to our
projection of low mid-single digit organic volume growth. In
addition, Acadia's revenue per day metric has also significantly
improved by 8% to $903 as of Sept. 30, 2022 which is in line with
its peer's, Universal Health Services Inc. (UHS).
"Acadia's geographically diverse market position has enabled it to
limit impact of tight labor market. The behavioral health industry
is facing a shortage of skilled labor, primarily therapists, over
the past several years, and we believe the shortage has become more
pronounced given the increased patient demand following the
pandemic. We expect the shortage of skilled therapists will
continue to limit capacity, constraining growth over the next
several years, particularly in the acute psychiatric sector.
However, Acadia, which operates in 42 states, has benefitted from
geographic and service line diversifications, insulating it from
labor pressures in any one market and enabling it to maintain
adjusted EBITDA margins in the range of 23%-24%.
"Reimbursement exposure remains a key long-term risk. We view
ongoing pressure on reimbursement rates as a key risk, particularly
the company's exposure to government payers. The company derives
approximately 50% of its revenues from Medicaid, 15% from Medicare,
30% from commercial, and 5% from self-pay. However, Acadia's good
geographic diversity within the U.S. somewhat mitigates the risk
from Medicaid, determined on a state-by-state basis. Also, we do
not expect any rate cuts from government payers in the near
future.
"We expect slim cash flow in 2023 and 2024 as Acadia reinvests the
majority of its cash flow in growth expansion. We expect the
company to remain focused on expansion, as it reinvests heavily in
de novos, facility expansions, and JVs, driving its sales growth
beyond its already above industry-average levels. Maintenance
capital requirements are relatively low for this business in the
range of $45 million-$55 million. We also expect minimum impact
from rising interest rates as a majority of its debt is bearing
fixed-interest rates."
Acadia's adjusted leverage is low, at 2.7x (2.1x as per compliance
agreement) as of Sept. 30, 2022. With a stated leverage target of
3.0x-3.5x, the company has a significant cushion for further
expansion. The company could pursue either debt-financed
acquisitions and/or shareholder friendly transactions. However,
with our projections of steadily growing EBITDA, the company should
readily maintain leverage below its stated target.
The stable outlook reflects our expectation that Acadia's
operations will benefit from industry tailwinds resulting in volume
growth and moderate improvement in revenue per day and EBITDA
margins remaining stable in the 23%-24% range, enabling the company
to maintain adjusted leverage well below 4.0x. It also reflects our
belief that while the company will be able to self-fund its heavy
planned growth capex plans, which includes de novos, expansion of
existing facilities, and JVs; previous investments begin to
generate cash flow.
S&P said, "We could lower the rating on Acadia if its adjusted
debt-to-EBITDA leverage increases to more than 4x on a sustained
basis. This could occur if volume trends unexpectedly turn
unfavorable, or adverse reimbursement, or regulatory events leading
to a significant decline in EBITDA margins. We could also lower the
rating if the company adopts more aggressive financial policies for
debt-financed acquisitions and/or shareholder returns that drives
adjusted leverage above 4x.
"We could raise our ratings on Acadia if we believe the company
will maintain leverage below 3x on a sustained basis and free
operating cash flow (FOCF) to debt above 20%. In addition, Acadia's
enhanced scale and improved diversification of services and payer
mix may also lead to an upgrade."
ESG credit indicators: E-2, S-2, G-2
ACCURIDE CORP: $363M Bank Debt Trades at 17% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Accuride Corp is a
borrower were trading in the secondary market around 82.9
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $363 million facility is a Term loan that is scheduled to
mature on November 10, 2023. About $344.9 million of the loan is
withdrawn and outstanding.
Accuride Corporation is a diversified manufacturer and supplier of
commercial vehicle components in North America. Based in Livonia,
Michigan, the company designs, manufactures and markets commercial
vehicle components. Accuride's brands are Accuride Wheels, Gunite
Wheel End Components, and KIC Wheel End Components.
ACERUS PHARMACEUTICALS: Chapter 15 Case Summary
-----------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 15 of the Bankruptcy Code:
Debtor Case No.
------ --------
Acerus Pharmaceuticals Corporation 23-10111
205-7025 Langer Drive
Mississauga Ontario L5L 1J9
Canada
Acerus Pharmaceuticals USA, LLC 23-10110
Acerus Biopharma Inc. 23-10112
Acerus Labs Inc. 23-10113
Business Description: APC is a pharmaceutical company whose
head office is located in Mississauga,
Ontario. Directly and through its
subsidiaries Acerus Biopharma Inc.,
Acerus Labs Inc., and Acerus
Pharmaceuticals USA, LLC, APC holds
intellectual property rights over
pharmaceutical products and various
methods of treatment and manufacturing,
and carries on a business researching,
trialing, and bringing said products to
market for distribution.
Foreign Proceeding: Ontario Superior Court of Justice
(Commercial List), Case No. CV-23-
00693595
Chapter 15
Petition Date: January 29, 2023
Court: United States Bankruptcy Court
District of Delaware
Foreign Representative: Naveed Manzoor, authorized representative
Acerus Pharmaceuticals Corporation
205-7025 Langer Drive
Mississauga Ontario L5L 1J9
Canada
Foreign
Representative's
Counsel: Jennifer R. Hoover, Esq.
Michael J. Barrie, Esq.
Jennifer R. Hoover, Esq.
Steven L. Walsh, Esq.
BENESCH, FRIEDLANDER, COPLAN
& ARONOFF LLP
1313 North Market Street, Suite 1201
Wilmington, DE 19801
Tel: (302) 442-7010
Fax: (302) 442-7012
E-mail: mbarrie@beneschlaw.com
jhoover@beneschlaw.com
swalsh@beneschlaw.com
- and -
William E. Curtin, Esq.
Michael A. Sabino, Esq.
SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, New York 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
Email: wcurtin@sidley.com
msabino@sidley.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of Acerus Pharmaceuticals Corporation's Chapter 15
petition is available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/5NJ2NXY/Acerus_Pharmaceuticals_Corporation__debke-23-10111__0001.0.pdf?mcid=tGE4TAMA
ACJK INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: ACJK, Inc.
2770 Madison Avenue
Granite City, IL 62040
Business Description: ACJK, Inc. dba Medicap Pharmacy is a local
pharmacy that offers services such as
immunizations, medication therapy
management, multi-dose packaging, medication
synchronization, important health
screenings, and expert care.
Chapter 11 Petition Date: January 30, 2023
Court: United States Bankruptcy Court
Southern District of Illinois
Case No.: 23-30045
Judge: Hon. Laura K. Grandy
Debtor's Counsel: Michael J. Benson, Esq.
A BANKRUPTCY LAW FIRM, LLC
815 Lincoln Highway, Suite 107
Fairview Heights, IL 62208
Tel: 618-207-6500
Email: mike@bensonlawfirms.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Albert Pelate as director.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/JFWYGPI/ACJK_Inc__ilsbke-23-30045__0001.0.pdf?mcid=tGE4TAMA
ACORN REAL PROPERTY: Says Creditors Unimpaired in Sale Plan
-----------------------------------------------------------
Acorn Real Property Acquisition, Inc. submitted a Disclosure
Statement.
The Debtor proposes to raise these monies from the proceeds of the
sale of its property -- 100 Unit Apartment Complex located at 3751
Martin Luther King Jr. Drive SW, Atlanta Georgia (the "Property").
The Debtor estimates that the cash required to confirm the Plan
will total approximately $14,500,000. The monies needed on
confirmation consist of the professional fees, estimated
administrative fees which may be owed to either the Office of the
United States Trustee or to the Clerk of the Court at the time of
confirmation, any taxing authority relating to a post-petition tax
obligation, payments to all Class II, Class III and Class IV
creditors.
Class 1 administrative claims, the Class 2 secured claim of Legacy
Lending, LLC, and the Class 3 secured claim of the Fulton County
Tax Collector are not impaired under the Plan.
Under the Plan, Class 4 General Unsecured Claims, which total an
amount yet to be determined, will be paid in full on the Effective
Date. As such, the Debtor will pay the amount of the allowed
claims, as set by the Court, to Class 4 claimants on the Effective
Date. Class 4 is also not impaired and thus, is not entitled to
vote upon the Debtor's Plan.
Attorney for the Debtor:
Richard S. Feinsilver, Esq.
One Old Country Road, Suite 347
Carle Place, NY 11514
Tel: (516) 873-6330
A copy of the Disclosure Statement dated Jan. 20, 2023, is
available at https://bit.ly/3wj9ko6 from PacerMonitor.com
About Acorn Real Property Acquisition
Acorn Real Property Acquisition, Inc. is a single asset real estate
(as defined in 11 U.S.C. Sec. 101(51B)). Acorn is the current
owner in fee of a 100-unit apartment complex located at 3751 Martin
Luther King Jr. Drive SW, Atlanta Georgia.
Acorn Real Property Acquisition filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-42718) on Oct. 31, 2022, with $10 million to $50 million in both
assets and liabilities. Olakunle Apampa, president of Acorn Real
Property Acquisition, signed the petition.
Judge Jil Mazer-Marino oversees the case.
Richard S. Feinsilver, Esq., is the Debtor's legal counsel.
ACPRODUCTS HOLDINGS: $1.40B Bank Debt Trades at 19% Discount
------------------------------------------------------------
Participations in a syndicated loan under which ACProducts Holdings
Inc is a borrower were trading in the secondary market around 80.7
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.40 billion facility is a Term loan that is scheduled to
mature on May 17, 2028. The amount is fully drawn and
outstanding.
ACProducts Holdings, Inc. manufactures cabinets. The Company offers
single and multi-family home builders, distributors, home centers,
cabinetry, and other related products.
ADAM LLC: Court OKs Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
authorized Adam, LLC to use cash collateral to pay: (a) amounts
expressly authorized by the Court, and (b) the current and
necessary expenses set forth in the budget, with a 10% variance.
The Court said the Debtor must timely perform all obligations of a
Debtor-in- possession required by the Bankruptcy Code, Federal
Rules of Bankruptcy Procedure, and the Orders of the Court.
The United States Small Business Administration holds a security
interest in cash collateral and will have a perfected post-petition
lien against the cash collateral to the same extent and with the
same validity and priority as the pre petition 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 copy of the order is available at https://bit.ly/3XQV5mM from
PacerMonitor.com.
About Adam LLC
Adam, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ala.
Case No. 22-11979) on September 26, 2022, disclosing under $1
million in both assets and liabilities.
Judge Jerry Oldshue oversees the case.
The Debtor is represented Frances Hot Hollinger, LLC.
ADAMS 3 LLC: Trustee Hires Odin Feldman & Pittleman as Counsel
--------------------------------------------------------------
Bradley Jones, the Chapter 11 trustee for Adams 3, LLC, received
approval from the U.S. Bankruptcy Court for the District of
Columbia to employ Odin Feldman & Pittleman, P.C. as his legal
counsel.
The trustee requires legal counsel to:
a. give advice concerning legal questions arising in the
administration of the Debtor's estate and concerning the trustee's
legal rights and remedies with regard to the estate's assets and
the claims of creditors;
b. appear for, prosecute and defend, and represent the
interests of the estate, in suits arising in or related to the
Debtor's Chapter 11 case;
c. prosecute preference and other actions arising under the
trustee's avoidance powers;
d. undertake legal action to recover assets of the estate, if
necessary;
e. assist in the preparation of legal papers; and
f. assist in such other legal matters as the trustee may
require.
The firm will be paid at these rates:
Shareholders $225 to $570 per hour
Associates $125 to $200 per hour
Paraprofessionals $115 to $190 per hour
As disclosed in court filings, Odin, Feldman & Pittleman is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Alexander M. Laughlin, Esq.
Odin, Feldman & Pittleman, P.C.
1775 Wiehle Avenue, Suite 400
Reston, VA 20190
Phone: 703-218-2134/703-218-2176
Fax: 703-218-2160
Email: Alex.Laughlin@ofplaw.com
About Adams 3
Adams 3, LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.C. Case No. 22-00205) on Nov. 1, 2022,
with between $1 million and $10 million in both assets and
liabilities. Napoleon Ibiezugbe, Adams 3 officer, signed the
petition.
Judge Elizabeth L. Gunn oversees the case.
Frank Morris, II, Esq., at the Law Office of Frank Morris, II and
Comprehensive Business of Northern Virginia, LLC serve as the
Debtor's legal counsel and accountant, respectively.
Bradley D. Jones is the Chapter 11 trustee appointed in the
Debtor's case. The trustee is represented by Odin, Feldman &
Pittleman, P.C.
ADHERA THERAPEUTICS: Grosses Extra $200K From Securities Offering
-----------------------------------------------------------------
Adhera Therapeutics, Inc. entered into a Securities Purchase
Agreement on Dec. 15, 2022, with an accredited investor pursuant to
which the Company issued and sold the investor a non-convertible
Original Issue Discount Senior Secured Promissory Note in the
principal amount of $110,000 and 158,537 Common Stock Purchase
Warrants for total gross proceeds of $100,000.
On Jan. 18, 2023, the Company closed an additional financing
transaction under substantially similar SPAs, Notes and Warrants
wherein it issued and sold a total of $222,000 of Notes and 452,962
Warrants for total gross proceeds of $200,000 from two accredited
investors, including the same investor which purchased the Notes
and Warrants in the December financing. The proceeds from these
financings were used for working capital purposes.
In connection with the January financing, the Company also agreed
to increase the principal amount of prior Original Issue Discount
Promissory Notes issued to the investors in May 2022 by 25%, from a
total of $1,000,000 in principal to $1,250,000 in principal (not
including accrued and unpaid interest). The Prior Notes rank pro
rata with the new Notes with respect to interest payments.
The Notes are due on the earlier of (i) the 12 month anniversary of
the issuance date, and (ii) the date on which the Company completes
a public offering for cash of common stock and/or common stock
equivalents which results in the listing of the Company's common
stock on a "national securities exchange" as defined in the
Securities Exchange Act of 1934, provided that unless there is an
event of default, the Company may extend the maturity date by six
months in its discretion. The Notes bear interest at 8% per annum,
payable monthly, subject to an increase to 15% in case of an event
of default as provided for therein. Furthermore, at any time
before the 12 month anniversary of the date of issuance of a Note,
the Company may, after providing written notice to the holder,
prepay all of the then outstanding principal amount of the Note for
cash in an amount equal to the sum of 105% of the then outstanding
principal amount of the Note, accrued but unpaid interest and all
liquidated damages and other amounts due in respect of the Note (if
any).
The Notes may, at the discretion of the Company, be converted into
shares of a new class of convertible preferred stock of the Company
on the closing date of the Qualified Financing. In the event of
the conversion, the holder will receive a number of shares of
Convertible Preferred Stock equal to the quotient obtained by
dividing (i) the unpaid principal amount of this Note (together
with any interest accrued but unpaid thereon) by (ii) the closing
price of the securities issued in the Qualified Financing on the
closing date of the Qualified Financing. Upon issuance, the
conversion price of the Convertible Preferred Stock will be equal
to the closing price of the securities issued in the Qualified
Financing, subject to adjustment.
The Notes provide for certain customary events of default which
include failure to maintain the required reserve of shares for the
Warrants, a restatement of the financial statements of the Company
resulting in a reduction to the stock price by an enumerated
threshold, and certain other customary events of default, subject
to certain exceptions and limitations. Upon an event of default,
the Notes will become immediately due and payable at a 125%
premium, which will be reduced to 100% if the event of default
occurs while the Company's common stock is listed on a national
securities exchange.
The Notes contain customary restrictive covenants which apply for
as long as at least 75% of the Notes remain outstanding, including
covenants against incurring new indebtedness or liens, repurchasing
shares of common stock or common stock equivalents, paying
dividends or distributions on equity securities, and transactions
with affiliates, subject to certain exceptions and limitations. In
addition, the SPA imposes certain additional negative covenants and
obligations on the Company, including a prohibition on filing a
registration statement (other than on Form S-8) unless at least 30%
of the Notes have been repaid as of such filing, a prohibition on
incurring new indebtedness at any time while any Notes are
outstanding, and a 90-day restriction against issuing shares of
common stock or common stock equivalents, subject to certain
exceptions and limitations.
Under the SPA, the Company also granted each investor the right to
participate in future financings that are exempt from registration
under the Securities Act of 1933 in an amount equal to 15% of such
financings, which right has a term equal to the earlier of (i) the
24 month anniversary of the SPA, and (ii) the date the Notes are no
longer outstanding. The SPA also provides the investors with
most-favored nations treatment, giving them the right to amend
their securities if the Company issues securities with more
favorable terms while the investor's securities are outstanding,
subject to certain exceptions and limitations.
The Warrants are exercisable for a period of five years and six
months from issuance at an exercise price of $0.82 per share,
subject to certain limitations including beneficial ownership
limitations, and subject to adjustment including downward
adjustment upon a dilutive issuance of securities at a per-share
price that is below the exercise price. Unless the holder's sale
of shares of common stock issuable upon exercise of the Warrants at
prevailing market prices (not at a fixed price) is registered on an
effective registration statement under the Securities Act, the
Warrants may be exercised cashlessly.
The Company's obligations under the Notes are secured by a lien on
all assets of the Company and its subsidiaries pursuant to Security
Agreements each dated the date of the respective SPA.
The SPA requires a reserve of authorized but unissued shares equal
to four times the number of shares issuable to the investors upon
exercise of the Warrants, subject to reduction as the Warrants are
exercised.
Aegis Capital Corp. served as placement agent in the financings and
received a cash commission in the amount of 10% of the gross
proceeds, or $30,000.
Under the SPA the Company reimbursed the investors a total of
$15,000 out of the proceeds from the offerings for fees and
expenses incurred in connection therewith.
About Adhera
Headquartered in Durham, NC, Adhera Therapeutics, Inc. (formerly
known as Marina Biotech, Inc.) -- http://www.adherathera.com-- is
a clinical stage biopharmaceutical company engaged in the
development of novel cancer products and a proprietary vaccine
technology.
Adhera reported a net loss of $6.35 million for the year ended Dec.
31, 2021, compared to a net loss of $3.77 million for the year
ended Dec. 31, 2020. As of June 30, 2022, the Company had $976,000
in total assets, $20.97 million in total liabilities, and a total
stockholders' deficit of $20 million.
Boca Raton, Florida-based Salberg & Company, P.A., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated April 15, 2022, citing that the Company has a net loss
and cash used in operations of approximately $6.4 million and
$665,000 respectively, in 2021 and a working capital deficit,
shareholders' deficit and accumulated deficit of $25.1 million,
$25.1 million and $53 million respectively, at Dec. 31, 2021.
These matters raise substantial doubt about the Company's ability
to continue as a going concern.
ADVANTAGE SALES: $1.32B Bank Debt Trades at 16% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing Inc is a borrower were trading in the secondary market
around 84.3 cents-on-the-dollar during the week ended Friday,
January 27, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $1.32 billion facility is a Term loan that is scheduled to
mature on October 28, 2027. About $1.30 billion of the loan is
withdrawn and outstanding.
Advantage Sales & Marketing Inc. provides marketing services. The
Company offers sales and marketing agency, e-commerce strategy,
data analytics and insights, supply chain management, private
brands programs, merchandising, and business services.
AGILE THERAPEUTICS: Unveils Distribution to Common Stockholders
---------------------------------------------------------------
Agile Therapeutics, Inc. announced its Board of Directors declared
a dividend of one one-thousandth of a share of newly designated
Series C Preferred Stock, par value $0.0001 per share, for each
outstanding share of the Company's common stock held of record as
of 5:00 p.m. Eastern Time on Feb. 6, 2023.
The shares of Series C Preferred Stock will be distributed to such
recipients at 5:00 p.m. Eastern Time on Feb. 7, 2023. The
outstanding shares of Series C Preferred Stock will vote together
with the outstanding shares of the Company's common stock, as a
single class, exclusively with respect to a reverse stock split, as
well as any proposal to adjourn any meeting of stockholders called
for the purpose of voting on the reverse stock split, and will not
be entitled to vote on any other matter, except to the extent
required under the Delaware General Corporation Law. Subject to
certain limitations, each outstanding share of Series C Preferred
Stock will have 1,000,000 votes per share (or 1,000 votes per one
one-thousandth of a share of Series C Preferred Stock).
All shares of Series C Preferred Stock that are not present in
person or by proxy at the meeting of stockholders held to vote on
the reverse stock split as of immediately prior to the opening of
the polls at such meeting will automatically be redeemed by the
Company. Any outstanding shares of Series C Preferred Stock that
have not been so redeemed will be redeemed if such redemption is
ordered by the Company's Board of Directors or automatically upon
the approval by the Company's stockholders of an amendment to the
Company's certificate of incorporation effecting the reverse stock
split at such meeting.
The Series C Preferred Stock will be uncertificated, and no shares
of Series C Preferred Stock will be transferable by any holder
thereof except in connection with a transfer by such holder of any
shares of the Company's common stock held by such holder. In that
case, a number of one one-thousandths of a share of Series C
Preferred Stock equal to the number of shares of the Company’s
common stock to be transferred by such holder would be transferred
to the transferee of such shares of common stock.
About Agile Therapeutics
Agile Therapeutics, Inc. is a women's healthcare company dedicated
to fulfilling the unmet health needs of today's women. The
Company's product and product candidates are designed to provide
women with contraceptive options that offer freedom from taking a
daily pill, without committing to a longer-acting method. Its
initial product, Twirla, (levonorgestrel and ethinyl estradiol), a
transdermal system, is a non-daily prescription contraceptive.
Agile reported a net loss of $74.89 million for the year ended Dec.
31, 2021, a net loss of $51.85 million for the year ended Dec. 31,
2020, and a net loss of $18.61 million for the year ended Dec. 31,
2019. As of Sept. 30, 2022, the Company had $18.46 million in
total assets, $12.20 million in total liabilities, and $6.26
million in total stockholders' equity.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 30, 2022, citing that the Company has generated losses
since inception, used substantial cash in operations, anticipates
it will continue to incur net losses for the foreseeable future,
requires additional capital to fund its operating needs and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
ALL YEAR HOLDINGS: Exclusivity Period Extended to March 31
----------------------------------------------------------
All Year Holdings Limited obtained an order from the U.S.
Bankruptcy Court for the Southern District of New York extending
its exclusive right to file a Chapter 11 plan to March 31 and
solicit votes on the plan to April 28.
The extension is necessary to correspond with the extension of the
outside date for closing under the company's investment agreement
with Paragraph Partners, LLC, according to the company's attorney,
Matthew Goren, Esq., at Weil, Gotshal & Manges, LLP.
All Year Holdings entered into the investment agreement in March
2022 to implement a comprehensive restructuring of the company.
Last year, All Year Holdings also negotiated an agreement to
resolve its disputes with Paragraph Partners relating to the
investment agreement and the company's proposed Chapter 11 plan of
reorganization. As part of the settlement, Paragraph Partners
agreed to extend the outside date for closing under the investment
agreement to March 31.
About All Year Holdings Limited
All Year Holdings Limited is a real estate development company
founded by American real estate developer Yoel Goldman. It operates
as a holding company, which, through its direct and indirect
subsidiaries, focuses on the development, construction,
acquisition, leasing and management of residential and commercial
income producing properties in Brooklyn, N.Y. The company's
portfolio includes 1,648 residential units and 69 commercial units
in Bushwick, Williamsburg, and Bedford-Stuyvesant.
All Year Holdings sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021. At the time of the
filing, the Debtor listed $1 billion to $10 billion in assets and
liabilities. Judge Martin Glenn oversees the case.
Weil, Gotshal & Manges LLP, led by Matthew Paul Goren, Esq., is the
Debtor's bankruptcy counsel while Koffsky Schwalb, LLC and Bartov &
Co. serve as special counsels. Donlin Recano & Company, Inc. is the
Debtor's administrative agent.
On Dec. 16, 2021, the Debtor filed an application under the laws of
the British Virgin Islands with the Eastern Caribbean Supreme Court
in the High Court of Justice, Commercial Division Virgin Islands
(the "BVI Court") seeking the appointment of Paul Pretlove and
Charlotte Caulfield of Kalo (BVI) Limited as joint provisional
liquidators under the applicable provisions of the BVI Insolvency
Act 2003 (the "BVI Proceeding"). The BVI Court entered an order
appointing the JPLs on December 20, 2021 (the "JPL Order").
In addition, on April 14, 2022, with the consent of the JPLs and
the approval of the BVI Court, the Debtor commenced a proceeding in
the District Court of Tel Aviv Yafo for recognition of the Chapter
11 case as a foreign main proceeding under the applicable
provisions of Chapter I, Part C of the Insolvency and
Rehabilitation Law 5778-2018. The Israeli Court entered an order
recognizing the Chapter 11 Case on May 4, 2022.
On May 31, 2022, the Debtor filed its proposed Chapter 11 plan of
reorganization.
AMMON ANALYTICAL: March 28 Plan & Disclosure Hearing Set
--------------------------------------------------------
On Dec. 5, 2022, Ammon Analytical Laboratories, LLC filed with the
U.S. Bankruptcy Court for the District of New Jersey a motion
requesting entry of an order approving adequacy of the Disclosure
Statement.
On January 24, 2023, Judge Stacey L. Meisel granted the motion and
ordered that:
* The Debtor's First Amended Combined Plan of Reorganization
and Disclosure Statement dated January 20, 2023 is conditionally
approved.
* March 28, 2023 at 11:00 a.m. is the Combined Hearing on
Approval of the Disclosure Statement on a Final Basis and
Confirmation of the Plan.
* March 3, 2023, at 4:00 p.m. is the Deadline and Procedures
for Filing Objections to Approval of the Disclosure Statement on a
Final Basis and to Confirmation of the Plan.
* March 3, 2023, at 4:00 p.m. is the deadline to submit
ballots to be counted as a vote to accept or reject the Plan.
A copy of the order dated January 24, 2023 is available at
https://bit.ly/3Y53PW2 from PacerMonitor.com at no charge.
Attorneys for Debtor:
FORMAN HOLT
365 West Passaic Street, Suite 400
Rochelle Park, New Jersey 07662
Tel: (201) 845-1000
Michael E. Holt, Esq
Email: mholt@formanlaw.com
About Ammon Analytical Laboratories
Ammon Analytical Laboratories, LLC -- https://www.ammonlabs.com/ -
provides the highest quality laboratory testing for healthcare
professionals nationwide. Ammon Analytical Laboratories sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D.N.J. Case No. 22-14534) on June 7, 2022. In the petition filed
by Stephen Haupt, managing member and CEO, the Debtor estimated
assets between $1 million and $10 million and liabilities between
$10 million and $50 million.
The case is assigned to the Honorable Bankruptcy Judge Stacey L.
Meisel.
Erin Kennedy, Esq., at Forman Holt, is the Debtor's counsel.
AMMON ANALYTICAL: Unsecureds to Get 5% to 7.5% in Plan
------------------------------------------------------
Ammon Analytical Laboratories, LLC, submitted a First Amended
Combined Plan of Reorganization and Disclosure Statement.
The Plan provides for payment in full, to (i) holders of Allowed
Administrative Expense Claims, and (ii) Priority Tax Claims.
Secured Claims will be modified and reduced to the estimated value
of the collateral securing such claims and will be paid with
interest over seven years. Holders of Allowed General Unsecured
Claims shall receive their pro rata share of $250,000 in
semi-annual payments over seven years. It is estimated that holders
of General Unsecured Claims will receive a distribution of
approximately 5% to 7.5% of their Allowed Claims.
The Plan will be funded through the Reorganized Debtor's
post-confirmation business operations. The Reorganized Debtor
proposes to contribute a total of $2,275,000 plus interest, where
applicable, to creditors over seven years.
The Reorganized Debtor will commence making make monthly payments
to the holders of Allowed Secured Claims on the Effective Date
consistent with the terms of this proposed Plan. The Reorganized
Debtor will make 20 equal quarterly installment payments to the
holders of Allowed Priority Tax Claims over five years commencing
on the Effective Date. The Reorganized Debtor will make 14 equal
semi-annual distributions totaling $250,000 to the holders of
Allowed General Unsecured Claims over seven years commencing on the
Effective Date. In addition, Stephen Haupt, the majority member of
the Debtor, will waive his right to receive a distribution on
account of his General Unsecured Claims against the Debtor of
$1,538,000, and the Debtor's landlord, Northwood Ave. LLC, of which
Stephen Haupt also is the majority member, will waive its right to
receive a distribution on account of its General Unsecured Claims
against the Debtor of approximately $585,000.
The Debtor estimates that Allowed Administrative Expense Claims,
including fees due the Office of the United States Trustee, will
receive $250,000; Allowed Secured Claims will receive $1,300,000
plus applicable interest. Allowed Priority Tax Claims will receive
$505,000 plus applicable interest; and Allowed General Unsecured
Claims will receive approximately $250,000 on account of Allowed
General Unsecured Claims of approximately $4,850,000, subject to a
final determination of the total Allowed Claims after objections
have been filed and resolved as provided herein.
The Debtor estimates that the liquidation value of its assets is
$0.00, and that Priority Tax Claims and Allowed General Unsecured
Claims would receive no distributions in a Chapter 7.
Under the Plan, Class 5 is comprised of the Allowed General
Unsecured Claims against the Debtor, exclusive of the claims by
Stephen Haupt and Northwood Ave LLC. The total claim is
$4,854,085. The Debtor proposes to pay Allowed Class 5 claims a
total of $250,000 pro rata in 14 semi-annual installments over
seven years commencing on the Effective Date.
The Debtor's assets consist of vehicles, equipment, supplies,
furnishings, and other assets used in the operation of the Debtor's
business. The book value of the Debtor's assets as of the Petition
Date was $5,134,127. That amount included accounts receivable of
$1,468,000, the collectability of which was uncertain. The Debtor
believes that the value of its current assets is substantially less
than the book value of those assets and the face amount of the
liens against those assets. In addition, the value of all the
Debtor's assets would be substantially impaired or largely
uncollectable if the Debtor stopped operating.
Attorneys for the Debtor:
Michael E. Holt, Esq.
FORMAN HOLT
365 West Passaic Street, Suite 400
Rochelle Park, NJ 07662
Tel: (201) 845-1000
E-mail: mholt@formanlaw.com
A copy of the First Amended Combined Plan of Reorganization and
Disclosure Statement dated Jan. 20, 2023, is available at
https://bit.ly/3iQZ7fR from PacerMonitor.com.
About Ammon Analytical Laboratories
Ammon Analytical Laboratories, LLC -- https://www.ammonlabs.com/ --
provides the highest quality laboratory testing for healthcare
professionals nationwide. Ammon Analytical Laboratories sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D.N.J. Case No. 22-14534) on June 7, 2022. In the petition filed
by Stephen Haupt, managing member and CEO, the Debtor estimated
assets between $1 million and $10 million and liabilities between
$10 million and $50 million.
The case is assigned to the Honorable Bankruptcy Judge Stacey L.
Meisel.
Erin Kennedy, Esq., at Forman Holt, is the Debtor's counsel.
AMPHORA FINANCE LTD: GBP301M Bank Debt Trades at 39% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Amphora Finance Ltd
is a borrower were trading in the secondary market around 60.8
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The GBP301 million facility is a Term loan that is scheduled to
mature on June 1, 2025. The amount is fully drawn and
outstanding.
Amphora Finance Limited operates as a special purpose entity. The
Company was formed for the purpose of issuing debt securities to
repay existing credit facilities, refinance indebtedness, and for
acquisition purposes. The Company's country of domicile is the
United Kingdom.
APPALACHIAN VALLEY: Gets OK to Hire Rountree as Legal Counsel
-------------------------------------------------------------
Appalachian Valley Transport, Inc. and its affiliates received
approval from the U.S. Bankruptcy Court for the Northern District
of Georgia to employ Rountree Leitman Klein & Geer, LLC as their
legal counsel.
The firm's services include:
a. giving the Debtors legal advice with respect to their
powers and duties in the management of their properties;
b. preparing legal papers;
c. assisting in the examination of claims of creditors;
d. assisting with the formulation and preparation of the
disclosure statement and plan of reorganization and with the
confirmation and consummation thereof; and
e. other necessary 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 Bargar, Attorney $595
Hal Leitman, Attorney $425
David S. Klein, Attorney $425
Alexandra Dishun, Attorney $425
Benjamin R. Keck, Attorney $425
Barret Broussard, Attorney $395
Elizabeth A. Childers, Attorney $350
Ceci Christy, Attorney $350
Caitlyn Powers, Attorney $325
Zach Beck, Law clerk $195
Sharon M. Wenger, Paralegal $195
Lisa Lawson $175
Megan Winokur, Paralegal $150
Catherine Smith, Paralegal $150
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
The firm received a pre-bankruptcy retainer of $20,000 from the
Debtor.
Will Geer, Esq., a partner at Rountree, 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:
Will B. Geer, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
About Appalachian Valley Transport
Appalachian Valley Transport, Inc. is a provider of express
delivery services. The company is based in Newnan, Ga.
Appalachian Valley Transport sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr.. N.D. Ga. Case No. 22-11359) on
Dec. 7, 2022. In the petition signed by its chief executive
officer, Gina Hobbs-Wood, the Debtor disclosed up to $100,000 in
assets and up to $10 million in liabilities.
Judge Paul Baisier oversees the case.
Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the
Debtor's legal counsel.
ASTRA ACQUISITION: Fitch Lowers LongTerm IDR to 'B-', Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has downgraded Astra Acquisition Corp.'s (d.b.a.
Anthology) Long-term Issuer Default Rating (IDR) to 'B-' from 'B'.
In addition, Fitch has affirmed the company's senior secured credit
facility and first lien term loan at 'BB-' and updated the recovery
rating to 'RR1' from 'RR2' due to the repayment of $525 million of
first lien debt. Fitch has also downgraded Astra Intermediate
Holding Corp.'s IDR to 'B-' from 'B'.
The Rating Outlook for both entities is Negative. Astra
Intermediate Holding Corp. is the parent and Astra Acquisition
Corp. is the wholly-owned subsidiary, collectively they are
referred to as "Astra".
The downgrade of the IDRs reflects Fitch's concerns about
significant leverage and weak interest coverage. The rating also
reflects Astra's modestly declining retention rates as it operates
in a highly competitive environment. The company's credit profile
benefits from significant recurring revenues, adequate liquidity
over the rating horizon and from having no near-term maturities.
KEY RATING DRIVERS
Significant Leverage and Weak Coverage: While debt has been reduced
with some of the proceeds from asset sales, leverage is still
projected to be well over 8.0x. With higher interest rates, Fitch
sees interest coverage below 1.0x over the next several quarters
before improving. Astra's significant interest burden is projected
to result in negative free cash flow for the company. Fitch
believes Astra has sufficient liquidity over the forecast horizon
and no near-term maturities, which benefit the credit profile. If
management can successfully enhance EBITDA margins as planned,
Astra's credit metrics could be better than Fitch's projections.
Retention Rates Modestly Declining: For fiscal 2023, the company
projects improvements in gross and net retention rates. The company
expects a 92 % gross retention rate and 99% net retention rate
versus 90% and 95%, respectively for fiscal 2022. Overall retention
rates were modestly down in fiscal 2022. Astra's gross retention
rate was 94% and net retention was 97% in fiscal 2021, while
Blackboard's gross retention rate was 95%, and its net retention
rate 104% during the same period. In the first quarter of fiscal
2023, recurring revenues accounted for 88% of revenues, which is
fairly in line with historical revenues (pro forma for the
Blackboard acquisition).
Competitive LMS Environment: Astra's largest segment is its
Learning Management Systems (LMS) where there is strong
competition, including Canvas, which is owned by Instructure (NYSE:
INST; BB-/Stable) and Brightspace, owned by D2L Inc. (TSE: DTOL;
not rated). The most recent quarterly results from INST and DTOL
show strong revenue growth yoy, whereas Astra showed a very modest
decline (on a pro forma basis adjusted for the sale of assets).
Astra intends to invest in legacy Blackboard LMS solutions as well
as sales and marketing to increase revenues for the long term.
Recent Divestitures: Astra acquired Blackboard in October 2021 and
has since evaluated its portfolio of offerings, making some
strategic decisions. Astra sold Blackboard Collaboration in June
2022 and Blackboard Community Engagement in September 2022. Astra
believes these divestitures will allow the company to focus more on
its higher education software offerings, which should translate
into revenue growth and increased EBITDA longer term. However, the
divested businesses had higher EBITDA margins than the remaining
business. Fitch believes that Astra will have to successfully
execute on its strategic plans to gain market share and grow its
remaining offerings.
Impact of from Divestitures: The company used $525 million of the
proceeds from the September 2022 and June 2022 divestitures of
Blackboard Collaborate and Blackboard Community Engagement to repay
debt. This will help to reduce the company's interest expense
burden, but with higher floating rates, Fitch remains concerned
about the company's interest coverage, while margins from the
remaining businesses are slightly below the recent divestures.
Ownership Could Limit Deleveraging: Anthology is majority owned by
private equity firm Veritas Capital. Fitch believes private equity
ownership is likely to result in the company focusing on growth to
optimize ROE versus focusing on leverage reduction. Recent asset
sale proceeds used to repay debt were in accordance with the credit
agreement. Fitch expects the company to gradually delever through
modest EBITDA growth.
DERIVATION SUMMARY
Astra's ratings are supported by the company's highly recurring
revenues, strong product portfolio and technology platform, as well
as its strong market position in the LMS space. The rating is
constrained by its smaller scale relative to the larger and more
diversified education software peers, such as Ellucian (not rated),
Oracle (ORCL; BBB/Neg), and Workday (not rated). The ratings are
also constrained by the company's significant leverage when
compared to similarly sized Instructure Holdings, Inc. (INST;
BB-/Stable), a direct competitor in the LMS space.
Astra's 'B-' rating is three notches below publicly traded
Instructure. Both have somewhat similar revenues, although
Instructure serves both K-12 and higher ed. With Astra's recent
divestitures, it is largely focused on the higher ed market.
Instructure's credit profile is stronger given its low leverage (as
defined by Fitch), which was 2.8x for the LTM ending 3Q22, whereas
Astra's leverage is expected to be over 10x at the end of fiscal
2023 (fiscal year ends June 30).
Like other Fitch-rated software issuers owned by private equity,
Astra is in the single 'B' rating category reflecting its high
leverage. The ownership structure could optimize ROE, limiting the
prospect for accelerated deleveraging.
KEY ASSUMPTIONS
- In fiscal 2023, revenues increase in the low single
digits (on a pro forma basis) reflecting new bookings
at the end of fiscal 2022;
- Revenues grow in the very low single digits beyond
fiscal 2023;
- Investment in sales and marketing in fiscal 2023
pressure EBITDA margins; however, in fiscal 2024 and
beyond operating expenses decline and EBITDA margins
increase to the low 20's;
- No assumptions are made for acquisitions or dividends.
Recovery Rating Assumptions
- The recovery assumes that Astra would be reorganized
as a going-concern entity in bankruptcy rather than
liquidated.
- A 10% administrative claim and that the $140 million
revolver is fully drawn.
Going-Concern (GC) Approach: Astra's GC EBITDA is assumed to be
$133 million, which is lower than the prior GC EBITDA of $193
million. The lower GC EBITDA considers Astra's divestitures of
Community Engagement and Collaborate. The remaining company has GC
EBITDA that reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise value. This considers that as contracts come up for
renewal, Astra loses market share to other LMS competitors such as
Canvas. Fitch assumes that the company generates $500 million in
revenues and that the company can cut operating expenses during its
rehabilitation period. As a result, Fitch assumes Astra operates
with 26.7% EBITDA margins and the GC EBITDA is $133 million.
GC EV Multiple Rationale: Comparable Reorganizations - Per the 2021
TMT Bankruptcy Study, Fitch notes 10 past reorganizations in the
Technology sector, where the median recovery multiple was 5.1x. Of
these companies, only three were in the Software subsector: Allen
Systems Group, Inc., Avaya, Inc., and Sungard Availability Services
Capital, Inc., which received recovery multiples of 8.4x, 8.1, and
4.6x, respectively. Given Astra's market position but weak
financial metrics, Fitch believes that the GC EV Multiple for the
company would fall somewhere near the center of this range, at
7.0x.
As a result of these considerations, Fitch rates the first lien
credit facility with a recovery rating of 'RR1', up from 'RR2' as a
result of the reduction of first lien debt in Astra's capital
structure. Its instrument rating remains unchanged at 'BB-', up
three notches from above Astra's 'B-' IDR. The second lien debt
remains unrated.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a Stable
Outlook:
- Operating EBITDA interest coverage above 1.2x on a
sustained basis;
- Breakeven or positive free cash flow.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Operating leverage Debt with Equity Credit / EBITDA
sustained below 6.5x;
- Sustained revenue growth of mid-single digits implying
an overall stable market position:
- (CFO-Capex)/Debt with Equity Credit above 5%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Sustained negative revenue growth, signaling material
customer churn amidst competitive pressures;
- (CFO-Capex)/Debt with Equity Credit below 0%;
- Operating EBITDA interest coverage below 1.2x on a
sustained basis;
- Liquidity concerns.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Fitch views Astra's liquidity as sufficient.
As of Sept. 30, 2022, it had $177 million of cash on the balance
sheet and full availability on its $140 million revolver which
extends until 2026.
Debt Structure: Astra has a 1st lien senior secured facility,
including the undrawn $140 million revolver due 2026, and a $772
million term loan due in 2027. In addition, it has $500 million of
2nd lien debt due in 2028.
ISSUER PROFILE
Astra Acquisition Corp. (d.b.a. Anthology) is a provider of
cloud-based software solutions for higher educational institutions.
Its primary software solutions are learning management systems
(LMS) and it offers other products such as student information
systems (SIS) and customer relationship management (CRM) software.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. ESG issues are credit neutral
or have only a minimal credit impact on the entity, either due to
their nature or the way in which they are being managed by the
entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Astra Acquisition
Corporation LT IDR B- Downgrade B
senior secured LT BB- Affirmed RR1 BB-
Astra Intermediate
Holding Corp. LT IDR B- Downgrade B
AT HOME GROUP: S&P Downgrades ICR to 'CCC+', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
home decor retailer At Home Group Inc. to 'CCC+' from 'B-'. S&P
also lowered its ratings on the company's first-lien term loan and
senior secured notes to 'CCC+' from 'B-' and its rating on its
senior unsecured notes to 'CCC-' from 'CCC'; the recovery ratings
are unchanged.
The negative outlook reflects S&P's expectation that credit metrics
and cash flow will remain weak over the next 12 months amid a
challenging operating environment.
The downgrade reflects continuing comparable-sales declines,
depressed profitability, and higher-than-expected cash burn, which
has led to very high leverage. At Home's results have been weaker
than expected as significantly negative comparable store sales and
ongoing inflationary cost pressures continue to strain
profitability and cash flow generation. Elevated freight costs
continue to weigh on profitability, while a weaker economic
environment and slower housing market has dampened consumer
spending on discretionary home merchandise. S&P said, "We believe a
significant demand rebound is unlikely within the next several
quarters, given our expectation for sluggish consumer-spending
growth this year. To mitigate these headwinds, At Home is using
pricing actions and undertaking supply chain initiatives, including
shipping strategies to increase capacity and secure more favorable
rates. While we expect these actions to partially mitigate some
cost pressures, we believe operating results will remain challenged
by a difficult operating environment."
S&P said, "We view the company's capital structure as
unsustainable, forecasting minimal free cash flow generation and
S&P Global Ratings-adjusted leverage remaining around 10x through
fiscal 2024 (ending January 2024). While we expect a substantial
improvement in product margins during the next 12 months from a
moderation in freight costs and pricing actions, we do not
anticipate these benefits will materialize until the second half of
fiscal 2024, leading to constrained EBITDA generation through
fiscal 2024. Moreover, the company's debt burden increased by $338
million year over year to $1.7 billion, driven by higher draws on
its asset-based lending (ABL) facility to fund operations and its
growth initiatives. We expect the company to partially repay the
ABL before year-end but anticipate borrowings will remain elevated
for the next 12 months relative to historical levels. This leads to
our expectation for S&P Global Ratings-adjusted leverage to remain
very high at around 10x. Nevertheless, our base-case scenario
doesn't anticipate a liquidity crisis within the next 12 months.
This is because we forecast a working-capital inflow and
significantly reduced capital-expenditures in fiscal 2024.
"We note the company's revolving credit facility is subject to a
fixed-charge coverage ratio (FCCR) of 1x, while the term loan is
not subject to any financial covenants. We forecast At Home
maintaining adequate room under the FCCR covenant during the next
12 months.
"We expect negative free operating cash flow (FOCF) to exceed $200
million (net of proceeds from sale leasebacks) in fiscal 2023,
turning modestly positive in fiscal 2024. At Home's cash flow
deficit widened significantly to $225 million (net of proceeds from
sale leasebacks) through the first three quarters of fiscal 2023
due to higher freight and logistics costs and lower demand, which
reduced liquidity. Our forecast for very modest positive FOCF in
fiscal 2024 incorporates At Home's ability to slow its store
expansion and generate decent levels of cash, as it did at the
start of the pandemic. Notwithstanding the company's current supply
chain initiatives and moderated store expansion plan, we think the
risk of persistent elevated inflation could cause further
deterioration in At Home's operating performance and challenge its
ability to generate significant free cash flow."
At Home's position as a value retailer should partially offset
slowing demand for home decor merchandise. The company's
every-day-low-price (EDLP) strategy supports its competitive
position, particularly during weaker economic periods, when
consumers often look to trade down their purchases. Moreover, At
Home is stepping up its advertising spending to support brand
awareness in a slowing economic environment. Nevertheless, the
company's merchandise is highly discretionary and S&P expects the
competitive climate to remain intense.
The negative outlook reflects S&P's expectation that At Home's
operating performance will remain pressured amid difficult
operating conditions, leading to weak credit metrics and thin cash
flow.
S&P could lower its rating on At Home again over the next 12 months
if we envision a default scenario over the subsequent 12 months.
This could occur if it does not envision operating margins will
recover to historical levels, limiting prospects for significant
free cash flow generation.
S&P could raise the rating if At Home's operating performance
improved substantially, including:
-- Sustained positive free cash flow supporting the current
capital structure;
-- Positive same-store sales and operating margin improvement
leading to leverage below 7x; and
-- Repayment of most of the outstanding amounts under its
revolver. Given its growth strategy, S&P would expect the company
to fund store growth largely through internally generated cash
flows, reserving the ABL for unplanned liquidity needs.
ESG credit indicators: E-2, S-2, G-3
Governance is a moderately negative consideration, as is the case
for most rated entities owned by private-equity sponsors. S&P
believes At Home Group's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns.
ATLAS PURCHASER: $610M Bank Debt Trades at 25% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Atlas Purchaser Inc
is a borrower were trading in the secondary market around 75
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $610 million facility is a Term loan that is scheduled to
mature on May 18, 2028. The amount is fully drawn and
outstanding.
Atlas Purchaser, Inc., which does business as Alvaria, Inc.,
acquired the assets of Aspect Software in a leveraged buyout in
2021. Aspect is a provider of call center software and solutions.
AUTO MONEY NORTH: Taps Markham Law Firm as Special Counsel
----------------------------------------------------------
Auto Money North, LLC received approval from the U.S. Bankruptcy
Court for the District of South Carolina to employ Markham Law
Firm, LLC as its special counsel.
The firm's services include:
a. advising the Debtor of its rights, powers, and duties as a
creditor in Chapter 7 and Chapter 13 bankruptcies filed by
customers who list the Debtor as a creditor;
b. advising the Debtor regarding consumer bankruptcy cases
pending in the District of South Carolina;
c. preparing legal papers in connection with consumer cases
pending in the District of South Carolina;
d. representing the Debtor at any hearings on matters relating
to consumer bankruptcy cases pending in the District of South
Carolina to protect the interests of the Debtor;
e. prosecuting and defending any objections to proofs of
claims filed by a trustee or consumer debtor; and
f. other necessary legal services.
The firm will be paid at the rate of $250 per hour and will be
reimbursed for out-of-pocket expenses incurred.
Sean Markham, Esq., a partner at Markham Law Firm, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Sean Markham, Esq.
Markham Law Firm, LLC
171 Church St., Suite 330
Charleston, SC 29401
Tel: (843) 284-3646
Email: info@markhambk.com
About Auto Money North
Auto Money North, LLC is a limited liability company that makes
loans secured by motor vehicles, commonly known as "title loans."
It is a supervised lender that is overseen by the South Carolina
Department of Consumer Finance and South Carolina Board of
Financial Institutions, whose lending activities are regulated and
audited by South Carolina. It operates 16 stores and has 47
employees as of Dec. 2, 2022.
Auto Money North sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.S.C. Case No. 22-03309) on Dec. 2, 2022,
with up to $10 million in assets and up to $1 million in
liabilities. Jeremy Blackburn, Auto Money North officer, signed the
petition.
Stanley H. McGuffin, Esq., at Haynsworth Sinkler Boyd, P.A. and
Markham Law Firm, LLC serve as the Debtor's bankruptcy counsel and
special counsel, respectively.
AVISON YOUNG: $375M Bank Debt Trades at 17% Discount
----------------------------------------------------
Participations in a syndicated loan under which Avison Young Canada
Inc is a borrower were trading in the secondary market around 82.5
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $375 million facility is a Term loan that is scheduled to
mature on January 31, 2026. About $361.9 million of the loan is
withdrawn and outstanding.
Avison Young (Canada) Inc. provides real estate services. The
Company offers consulting, advisory, lease administration,
investment and asset management, and mortgage services. Avison
Young (Canada) serves customers worldwide.
BED BATH & BEYOND: Board Appoints Carol Flaton as Director
----------------------------------------------------------
The board of directors of Bed Bath & Beyond Inc. has appointed Ms.
Carol Flaton as a director of the Board, effective Jan. 24, 2023.
The Board of the Company will not appoint Ms. Flaton to any
committees of the Board at this time. The Board has determined
that Ms. Flaton qualifies as an independent director under the
independence requirements set forth under Rule 5605(a)(2) of the
Nasdaq Listing Rules.
Ms. Flaton will receive compensation equal to $30,000 per month
(prorated based on the actual term of service), payable in cash in
advance, for her service as a director of the Board.
About Bed Bath & Beyond
Bed Bath & Beyond Inc., together with its subsidiaries, is an
omnichannel retailer selling a wide assortment of merchandise in
the Home, Baby, Beauty & Wellness markets and operate under the
names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face
Values. The Company also operates Decorist, an online interior
design platform that provides personalized home design services.
The Company reported a net loss of $559.62 million for the fiscal
year ended Feb. 26, 2022, a net loss of $150.77 million for the
year ended Feb. 27, 2021, and a net loss of $613.82 million for the
year ended Feb. 29, 2020. As of Aug. 27, 2022, the Company had
$4.66 billion in total assets, $5.24 billion in total liabilities,
and a total shareholders' deficit of $577.65 million.
As of Nov. 26, 2022, the Company had $4.40 billion in total assets,
$5.20 billion in total liabilities, and a total shareholders'
deficit of $798.64 million.
* * *
As reported by the TCR on Jan. 11, 2023, S&P Global Ratings raised
its issuer credit rating on Union, N.J.-based specialty home
retailer Bed Bath & Beyond Inc. (BBBY) to 'CC' from 'SD' (selective
default). S&P said, "The 'CC' rating and negative outlook on BBBY
reflects our view that while not actively in default, the company
is highly vulnerable and a distressed transaction or broader
restructuring is a virtual certainty based on its deteriorating
liquidity position, challenging operating conditions, and the
looming maturities of its outstanding 2024 notes."
As reported by the TCR on Nov. 28, 2022, Moody's Investors Service
retained Bed Bath's corporate family rating at Ca and the outlook
remains stable. According to Moody's, Bed Bath & Beyond's Ca
corporate family rating reflects the very high likelihood of
further defaults over the next twelve months.
BOWLERO CORP: S&P Rates New $900MM Senior Secured Term Loan 'B'
---------------------------------------------------------------
S&P Global ratings assigned its 'B' issue-level rating and '3'
recovery rating to Bowlero Corp.'s proposed $900 million senior
secured term loan due 2028. The '3' recovery rating indicates its
expectation of meaningful (50%-70%; rounded estimate: 55%) recovery
for lenders in the event of a payment default. Bowlero plans to use
the proceeds from the proposed term loan facility to repay
outstanding balances under its revolving credit facility and to pay
down its existing senior secured term loan B facility due in 2024.
At the same time, the company plans to upsize its existing
revolving credit facility to $200 million from $165 million.
S&P said, "We view this transaction as primarily debt for debt
mostly leverage neutral and it extends the company's maturity
profile and increases its available liquidity. We expect the
company will incur modestly higher borrowing costs based on current
market rates. Because this transaction is only modestly leveraging,
it does not affect our 'B' issuer credit rating.
"We have also moderately increased our base case forecast for the
company's revenue in fiscal 2023 ending in June to reflect the
company's better-than-expected revenue performance in the first
half of its fiscal 2023, which had LTM revenue of over a billion
dollars. EBITDA margin was lower than expected in the first quarter
(ended October 2022) of its 2023 fiscal year. We now believe the
company is likely to end its fiscal 2023 with revenue of about $1
billion compared to about $900 million before, and with reported
EBITDA margin in the high-20% area compared to our expectation for
margin in the low-30% area before, which still translates to EBITDA
at about the same level as our previous base case forecast and
lease-adjusted EBITDA margin over 5% higher than pre-pandemic
levels. Our upwardly revised revenue forecast for fiscal 2023
reflects good top-line growth, as the company's group and events
business returns following the pandemic, and newly opened and
acquired centers. The incremental revenue is partially offset by
higher sales, general, and administrative (SG&A) costs as the
company increases staffing following steep cuts during the COVID-19
pandemic. Despite the current strong growth trend, we assume the
company's revenue growth could begin to slow in mid-calendar 2023
under our base case for a shallow and brief U.S. recession. Under
this base case scenario, we expect the company could end its fiscal
2023 with lease- earn-out and preferred-share adjusted leverage in
the high-5x to low-6x area, which translates to leverage in the
mid-5x area if earnouts are excluded and around 5x if preferred
shares are excluded as well.
"The stable outlook reflects our belief that the company could
maintain adequate cushion compared to our 7x-7.5x downgrade
threshold, even if there is moderate demand pullback and modest
leveraging acquisitions. In addition, we expect the company will
generate modest positive free cash flow in fiscal 2023. We could
lower our rating if we believed the company could sustain lease,
earnout liability, and preferred share-adjusted leverage above
7.5x, or above approximately 7.0x excluding the company's earnout
liabilities, which we currently view as a debt-like obligation but
may be ultimately satisfied with equity. This could occur if the
company experiences a significant pullback in demand or Bowlero
pursues aggressive debt-funded shareholder returns or acquisitions.
While unlikely in the near term, we could raise our rating on
Bowlero if we believed the company could sustain leverage below 5x
even accounting for the possibility of debt-funded acquisitions and
shareholder returns."
Issue Ratings--Recovery Analysis
-- S&P has assigned its 'B' issue-level rating and '3' recovery
rating to Bowlero's proposed $900 million senior secured term loan
due 2028. The '3' recovery rating on the first-lien debt, indicates
its expectation of meaningful recovery (50%-70%; rounded estimate:
55%) in a hypothetical default scenario.
-- S&P has modestly raised its recovery valuation as a result of
the company's larger portfolio of centers.
-- S&P's simulated default scenario contemplates a payment default
in 2026, reflecting a substantial decline in cash flow and
liquidity falling below sufficient levels to cover its fixed charge
obligations including debt-service requirement, minimum capex and
lease obligations. S&P anticipates this resulting from fewer open
games played and lower F&B spending because of greater competition
from other forms of entertainment, continued secular declines in
league participation, and prolonged economic weakness.
-- S&P assumes a reorganization following the default, using an
emergence EBITDA multiple of 5.5x to value the company.
-- S&P said, "In our simulated default scenario we assume a
restructuring would entail center closures, and as such we assumed
about 25% of lease contracts would in turn be rejected in a
bankruptcy case. We believe these lease claims would be unsecured
debt, and do not have an impact on our recovery expectations for
secured lenders."
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence: $115 million
-- EBITDA multiple: 5.5x
-- Cash flow revolver: 85% drawn at default
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $599
million
-- Obligor/nonobligor valuation split: 100%/0%
-- Estimated first-lien debt claims: $1.082 billion
-- Recovery expectation: 50%-70% (rounded estimate: 55%)
*All debt amounts include six months of prepetition interest.
Unsecured claims include estimated claims for rejected operating
leases.
BROOKLYN COMMISSARY: Taps Silverman Law as Bankruptcy Counsel
-------------------------------------------------------------
Brooklyn Commissary NYC, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Silverman Law, PLLC as counsel.
The Debtor requires legal counsel to:
a. give advice regarding the Debtor's rights, powers and
duties in continuing to operate and manage its assets and
business;
b. prepare legal documents;
c. advise the Debtor concerning, and prepare responses to,
legal documents, which may be filed in its Chapter 11 case;
d. advise the Debtor concerning the actions it might take to
collect and recover property for the benefit of its estate;
e. negotiate with creditors in connection with claims and
Chapter 11 plan;
f. review and object to claims; and
g. perform all other legal services, which may be necessary or
appropriate in the administration of the Debtor's Chapter 11 case.
Silverman Law will be paid at the rate of $400 per hour for
attorneys and $90 per hour for paraprofessionals. In addition, the
firm will receive reimbursement for out-of-pocket expenses
incurred.
The retainer is $1,500.
Brett Silverman, Esq., a partner at Silverman Law, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Brett S. Silverman, Esq.
Silverman Law, PLLC
4 Terry Terrace
Livingston, NJ 07039
Tel: (646) 779-7210/(646) 281-6008
Email: Bsilverman@silvermanpllc.com
About Brooklyn Commissary NYC
Brooklyn Commissary NYC, LLC filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 22-42911) on Nov. 21, 2022, with up to
$100,000 in assets and up to $10 million in liabilities. Judge Jil
Mazer-Marino oversees the case.
Brett S. Silverman, Esq., at Silverman Law, PLLC is the Debtor's
legal counsel.
BURKE BRANDS: Wins Cash Collateral Access Thru Feb 11
-----------------------------------------------------
The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, authorized Burke
Brands, LLC, dba Don Pablo Coffee, to use the cash collateral of
Century Bank on an interim basis through February 11, 2023.
The Debtor is permitted to use cash collateral, as defined in 11
U.S.C. section 363(a), including the cash or noncash proceeds of
assets that were not cash collateral on the Petition Date up to the
amounts shown in the Budget, with a 10% variance.
Additionally, on or before February 1, the Debtor is directed to
provide the Lender a (i) comparison between its projected and
actual budget, (ii) projected budget beyond February 11, (iii) list
of receivables that have been redirected to its
Debtor-in-Possession account located at Wells Fargo Bank, and (iii)
list of receivables expected to be re-directed from its prepetition
bank account to its DIP Account.
As adequate protection for the use of cash collateral, the Lender
is granted valid, perfected replacement liens upon, and security
interests in, the Pre-petition Collateral, to the same extent,
validity and priority as Lender's existing prepetition liens on any
and all assets including but not limited to all cash generated
post-petition from the Lender's Pre-Petition Collateral.
In the event the Court ultimately determines Velocity Capital Group
or another Merchant Cash Advance company had a valid ownership or
security interest in the Debtor's receivables on December 29, 2022,
VCG or such other MCA will be granted a valid, perfected
replacement lien upon, and security interest in the Receivables, to
the same extent, validity and priority as any ownership interest
and/or liens of VCG or such other MCA determined by the Court to
have existed prepetition on the Receivables.
These events constitute an "Event of Default":
a. If a trustee is appointed in the Chapter 11 Case;
b. If the Debtor breaches any term or condition of the Order
or any of the Lender's loan documents, other than defaults existing
as of the Petition Date;
c. If the Case is converted to a case under Chapter 7 of the
Bankruptcy Code;
d. If the Case is dismissed; or
e. If any violation or breach of any provision of the Order
occurs.
A continued hearing on the matter is set for February 10 at 10 a.m.
by video conference.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3HCoPOH from PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$104,212 for the week ending January 28, 2023;
$167,551 for the week ending February 4, 2023; and
$177,988 for the week ending February 11, 2023.
About Burke Brands LLC
Burke Brands LLC -- https://www.burkebrands.com/ -- is a privately
owned coffee company.
Burke Brands LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-19932) on Dec. 30, 2022. In the petition filed by Darron Burke,
as manager, the Debtor reported assets and liabilities between $1
million and $10 million.
Judge Robert A. Mark oversees the case.
Linda Marie Leali has been appointed as Subchapter V trustee.
The Debtor is represented by Aaron A Wernick, Esq., at Wernick Law,
PLLC.
CAMBER ENERGY: To Buy Renewable Diesel Plant in Nevada for $750M
----------------------------------------------------------------
Camber Energy, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission it entered into a Membership
Interest Purchase Agreement with seller, RESC Renewables Holdings,
LLC, to acquire all of the membership interests of New Rise
Renewables, LLC.
New Rise owns all of membership interests in New Rise Renewables
Reno, LLC. The Acquired Companies are in the process of
constructing and bringing into commercial operations a processing
plant located near Reno, Nevada, that is designed to produce
renewable diesel.
The purchase price for the Acquired Interests is anticipated to be
$750 million, less the amount of the outstanding liabilities and
indebtedness of the Acquired Companies, which liabilities and
indebtedness are estimated to be approximately $251 million, but
subject to final determination and adjustment pursuant to the
purchase price adjustment mechanism set forth in the MIPA.
The Purchase Price, subject to permitted adjustments, is to be paid
at closing by delivery of a convertible promissory note in favor of
the Seller in the principal amount of the Purchase Price. Under
the form of Note, the Company is required pay at least $100,000,000
of the principal amount of the Note no later than 30 days from the
later of (1) the date the Plant is commercially operational and (2)
the closing date. The form of Note requires the Company to make
additional payments following the achievement of certain production
and sale goals for renewable diesel produced by the Plant.
Payments under the Note may be made in cash or conversions of
principal balance into shares of common stock of the Company,
subject to the 9.99% beneficial ownership limitation provided in
the Note. The Note will be secured pursuant to a Security
Agreement and Pledge, the form of which provides for a first lien
perfected security interest in a portion of the membership
interests in the Acquired Companies equaling the unpaid portion of
the Note.
The MIPA also provides for the Company to make potential earnout
payments to the Seller for the period the Note remains unpaid. The
amount of earnout payments, if any, is determined by the amount of
available cash calculated on a quarterly basis. The amount of
available cash equals the positive net revenue of New Rise Reno
reduced by reserves to cover costs and expenses or to comply with
law or debt instruments relating to the Plant. If there is
available cash for an earnout period, the Company will pay all or a
portion of it to the Seller, as set out in the MIPA.
Each party's obligation to complete the transactions contemplated
by the MIPA is subject to certain conditions, including making
filings and the time period expiring under the Hart-Scott-Rodino
Act, Phillips 66 not exercising a right of first refusal to acquire
the Plant, approval by the Board of Directors of the Company and
its shareholders, agreement from the Company's existing preferred
shareholder to fix the number of underlying Common Shares
associated with its remaining shares of Series C Convertible
Preferred Stock of the Company at an amount agreed upon by such
shareholder, the Company and the Seller, and consents by third
parties. The obligations of the Company are further subject to the
Company completing diligence on the Plant and Acquired Companies to
its satisfaction, receiving an appraisal of the Plant to its
satisfaction, the Plant achieving commercial operations, and
certain other deliverables. The Company said some of these
conditions provide the Company with significant discretion. Other
conditions require compliance by third parties that are outside of
the control of the Company and Seller. Accordingly, the
transactions are subject to substantial risk of completion. In the
event the transaction is not completed, it may result in a material
adverse effect to price of the Common Shares.
The closing date of the acquisition of the Acquired Interests is to
be no later than two business days after the last of the conditions
to closing set out in the MIPA have been satisfied or waived (other
than conditions which, by their nature, are to be satisfied on the
closing date). If the closing has not occurred by May 31, 2023, or
it becomes apparent that the closing conditions will not be
obtained by such date, either party may terminate the agreement,
unless such failure to satisfy the closing conditions is caused by
such party. The Company is also entitled to terminate the MIPA
during a 20-business day inspection period following the receipt by
the Company of all diligence related to the Seller, the Acquired
Companies and the Plant.
The MIPA contains customary representations, warranties,
indemnification obligations and agreements of the Company and the
Seller.
About Camber Energy
Based in Houston, Texas, Camber Energy, Inc. --
http://www.camber.energy-- is a growth-oriented diversified energy
company. Through its majority-owned subsidiary, Camber provides
custom energy & power solutions to commercial and industrial
clients in North America and owns interests in oil and natural gas
assets in the United States. The company's majority-owned
subsidiary also holds an exclusive license in Canada to a patented
carbon-capture system, and has a majority interest in: (i) an
entity with intellectual property rights to a fully developed,
patent pending, ready-for-market proprietary Medical & Bio-Hazard
Waste Treatment system using Ozone Technology; and (ii) entities
with the intellectual property rights to fully developed, patent
pending, ready-for-market proprietary Electric Transmission and
Distribution Open Conductor Detection Systems.
Camber Energy reported a net loss attributable to the company of
$169.68 million for the year ended Dec. 31, 2021, compared to a net
loss attributable to the company of $52.01 million for the nine
months ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had
$37.52 million in total assets, $70.60 million in total
liabilities, and a total stockholders' deficit of $33.08 million.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated May 19, 2022, citing that the Company has a
significant working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
CAMECO TECHNOLOGIES: Gets OK to Tap Siddiqui & Basnet as Accountant
-------------------------------------------------------------------
Cameco Technologies, LLC received approval from the U.S. Bankruptcy
Court for the District of Minnesota to employ Siddiqui & Basnet,
LLC as its accountant.
The Debtor requires an accountant to prepare its balance sheets,
operating statements, monthly operating reports and other financial
documents.
The firm will be paid at these rates:
Santosh Basnet $250 per hour
Bookkeeper Services $125 per hour
Santosh Basnet, a partner at Siddiqui & Basnet, 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:
Santosh Basnet
Siddiqui & Basnet, LLC
2429 University Avenue West 100
St. Paul, MN 55114
Tel: (651) 642-1331
About Cameco Technologies
Cameco Technologies, LLC, doing business as Cameco Computers,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Minn. Case No. 22-31938) on Nov. 23, 2022, with up to
$500,000 in assets and up to $1 million in liabilities. Serge
Ngouambe, president of Cameco Technologies, signed the petition.
Judge Katherine A. Constantine oversees the case.
The Debtor tapped Steven B. Nosek, Esq., at Steven B. Nosek, P.A.
and Siddiqui & Basnet, LLC as legal counsel and accountant,
respectively.
CANO HEALTH: $644.4M Bank Debt Trades at 22% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Cano Health LLC is
a borrower were trading in the secondary market around 78.3
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $644.4 million facility is a Term loan that is scheduled to
mature on November 23, 2027. About $638 million of the loan is
withdrawn and outstanding.
Cano Health, LLC operates primary care centers and supports
affiliated medical practices. The Company specializes in primary
care for seniors, as well as promotes activities and care to
improve both physical health and well-being and offers population
health management programs. Cano Health serves patients in the
United States.
CASTLE US HOLDING: $1.20B Bank Debt Trades at 33% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Castle US Holding
Corp is a borrower were trading in the secondary market around 67.3
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.20 billion facility is a Term loan that is scheduled to
mature on January 29, 2027. The amount is fully drawn and
outstanding.
Castle US Holding Corporation provides database tools and software
to public relations and communications professionals.
CAVALIER PHARMACY: Seeks to Hire Farthing Legal as Counsel
----------------------------------------------------------
Cavalier Pharmacy, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Virginia to employ Farthing
Legal, PC as counsel.
The Debtor requires legal counsel to:
a. negotiate and prepare a plan of reorganization and all
related documents; and
b. take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of actions on the
Debtor's behalf, the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is involved
and the preparation and objections to claims filed against the
estate;
c. prepare legal papers;
d. perform all other necessary legal services in connection
with the Debtor's Chapter 11 bankruptcy case.
The hourly rates charged by the firm's attorneys and
paraprofessionals are as follows:
Scot Farthing, Esq. $300 per hour
Robert Copeland, Esq. $350 per hour
Shane Hiatt, Esq. $200 per hour
Paraprofessionals $50 per hour
The Debtor paid the firm a retainer of $12,000.
Scot Farthing, Esq., a partner at Farthing Legal, 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:
Scot Farthing, Esq.
Farthing Legal, PC
490 West Monroe St.
Wytheville VA 24382
Tel: (276) 625-0222
Email: scotf@sfarthinglaw.com
About Cavalier Pharmacy
Cavalier Pharmacy, Inc. is a small neighborhood drugstore in
Martinsville, Va.
Cavalier Pharmacy filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No.
23-70004) on Jan. 4, 2022, with $1 million to $10 million in both
assets and liabilities. Jennifer McLain McLemore has been appointed
as Subchapter V trustee.
Judge Paul M. Black oversees the case.
The Debtor is represented by Scot Stewart Farthing, Esq., at
Farthing Legal, PC.
CCO HOLDINGS: S&P Rates New Senior Unsecured Notes 'BB-'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '6'
recovery rating to CCO Holdings LLC's proposed senior unsecured
notes. The '6' recovery rating indicates its expectation of minimal
(0%-10%; rounded estimate: 0%) recovery in a simulated default
scenario. The company plans to use the proceeds for general
corporate purposes, including to repay debt as it has $1.5 billion
of maturities in March 2023, and to fund potential share buybacks.
S&P said, "Our issuer credit rating on Charter Communications Inc.
remains 'BB+' because we expect it will maintain debt to EBITDA
around 4.5x over the next two to three years compared with our
downgrade trigger of 5x. We currently project EBITDA growth of
2%-3% per year through 2024 due to broadband average revenue per
user (ARPU) growth, improving wireless economics, and modest growth
in business services despite limited broadband subscriber growth.
However, to the extent that business prospects weaken, such that
EBITDA growth turns sustainably negative, we could re-evaluate our
rating triggers."
Charter will continue to generate healthy levels of free operating
cash flow (FOCF) during the next two to three years, at about $5
billion per year or 5% of total debt. However, this is a modest
reduction compared with $6 billion in 2022 as the company is
increasing capital spending. More specifically, Charter has
committed to invest $5 billion that will cover about 1 million
homes over five years through the Rural Digital Opportunity Fund
(RDOF) program ($1.2 billion will be subsidized). In 2023,
footprint expansion will cost about $4 billion for Charter,
consisting mostly of subsidized rural construction initiatives,
bringing total capital spending to revenue to about 20% (around
$10.5 billion - $11.5 billion) for the next two to three years.
S&P said, "We view Charter's planned network investments favorably
because rural footprint expansion will help drive subscriber growth
over time. We also believe upgrades to the existing network provide
a path toward long-term ARPU growth and can help protect existing
market share. We believe rural footprint expansion can drive
significant EBITDA growth because there is little competition so
customer penetration will likely be above average." Charter has a
clearly communicated leverage target of 4x-4.5x so increased
capital spending will likely come at the expense of share
repurchases, which have averaged between $12 billion and $17
billion the past three years.
However, the size of rural footprint expansion creates uncertainty
around capital spending for 2024 and beyond. The pace and magnitude
of spending related to the $42 billion Broadband Equity, Access,
and Deployment (BEAD) program is difficult to predict as states
have yet to award contracts. However, to the extent that these
investments continue in lieu of share repurchases--such that
financial leverage does not increase--we would likely view them
favorably. S&P said, "Under our current operating assumptions, we
have at least a $5 billion plug for share repurchases in 2024 and
2025 that provides flexibility for Charter to make investments in
the business and maintain its target leverage. Still, we recognize
that elevated capital spending reduces the company's ability to
reduce leverage at this time and could make it more challenging for
the company to manage to its targets if earnings trends
deteriorate."
CLARUS THERAPEUTICS: Gets More Time to Retain Control of Bankruptcy
-------------------------------------------------------------------
Clarus Therapeutics Holdings, Inc. and Clarus Therapeutics, Inc.
obtained a court order extending their exclusive right to file a
Chapter 11 plan to March 6 and solicit votes on the plan to May 4.
The ruling by Judge Mary Walrath of the U.S. Bankruptcy Court for
the District of Delaware allows the companies to remain in control
of their bankruptcy while they continue to liquidate their assets.
The companies sold most of their assets at a two-day auction in
October last year. Following the sale, the companies, together with
the official unsecured creditors' committee, filed a Chapter 11
plan of liquidation, which proposes to pay general unsecured
creditors 0.7% to 13% of their claims.
A court hearing to consider confirmation of the liquidating plan
and final approval of the disclosure statement is scheduled for
Feb. 8.
About Clarus Therapeutics
Clarus Therapeutics Holdings, Inc. operates as a pharmaceutical
company focused on the commercialization of JATENZO (testosterone
undecanoate), the first oral testosterone replacement, or
testosterone replacement therapy, of its kind approved by the U.S.
Food and Drug Administration.
Clarus Therapeutics Holdings, Inc. and Clarus Therapeutics, Inc.
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Case No. 22-10845) on Sept. 5, 2022. In the
petitions signed by Lawrence R. Perkins, chief restructuring
officer, the Debtors disclosed $48,940,000 in total assets and
$62,003,000 in total debts.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Goodwin Procter, LLP as bankruptcy counsel;
Potter Anderson & Corroon, LLP as local and conflicts counsel;
Raymond James & Associates, Inc. as investment banker; and
SierraConstellation Partners, LLC as restructuring advisor.
SierraConstellation CEO Lawrence R. Perkins serves as the Debtors'
chief restructuring officer. Stretto, Inc. is the claims and
noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Sept. 16, 2022. DLA Piper LLP (US) and
Alvarez & Marsal North America, LLC serve as the Debtors' legal
counsel and financial advisor, respectively.
On Dec. 1, 2022, the Debtors and the unsecured creditors' committee
filed a Chapter 11 plan of liquidation.
COMPASS POWER: S&P Affirms 'BB-' Rating on $650MM Term Loan B
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issue credit rating on
Compass Power Generation LLC's $650 million term loan B (TLB) due
2029 and $60 million revolving credit facility due 2027. S&P also
affirmed its recovery rating of '2', indicating its expectations
for substantial recovery (70%-90%; rounded estimate: 75%) in a
default scenario.
Compass Power Generation LLC owns three combined-cycle gas-fired
power plants totaling approximately 1,323 megawatts (MW). The
largest asset, the 921 MW Marcus Hook Energy Center in the Eastern
Mid-Atlantic Area Council (EMAAC) zone of the Pennsylvania-New
Jersey-Maryland (PJM) interconnection, began operating in 2004. Two
smaller assets, the 215 MW Milford plant and the 187 MW Dighton
plant, serve the Southeast New England (SENE) zone of the
Independent System Operator New England (ISO-NE) and began
operating in 1993 and 1999, respectively. Compass upgraded the
Milford plant in May 2019 with installations of combustion turbine
(CT) wet compression and a duct burner as well as upgrades on a
catalyst for nitrogen oxides (NOx) and carbon monoxide (CO) and a
steam turbine with low and high-pressure sections. This increased
the facility's output by 53 MW and reduced summer heat rate to
8,350 Btu/kWh.
The project benefits from capacity contracts through 2030 (Marcus
Hook plant bilateral contract with LIPA) and 2027 (Milford plant
has cleared a seven-year capacity lock) that secure more than $50
million in annual revenues. This is enough to cover the project
operating expenses plus expected capital expenditure (capex) as per
the project's history and sponsor projections.
Marquee asset (Marcus Hook) is based out of the EMAAC zone in PJM
where capacity prices cleared at a premium compared to the RTO zone
in the most recent base residual auction (BRA)
Compass is exposed to market power prices in ISO-NE and PJM, and
will face increased capacity price exposure as its contracts roll
off.
Compass relies materially on cash flow sweeps in order to repay its
TLB and faces refinancing risk, as most of the projects S&P rates
with this debt structure.
S&P said, "Compass' performance has been largely in line with our
expectations. We expect the project's DSCRs to remain robust in the
short to medium term, benefiting from higher spark spreads in the
current commodity price environment. As of Q3 2022, Marcus Hook
exceeded our expectations of operational and financial performance,
driven by an increase in realized energy margins. Year-to-date Q3
2022 realized spark spread of $16/MWh compared with $7.5/MWh for
the same period in 2021.The project swept about $40 million in
2022, exceeding our expectation of TLB repayment of $25 million. We
expect the current momentum in spark spreads to sustain through
2023."
Additionally, Marcus Hook performed well during the weekend of
December 23 – 26, 2022 as it was able to generate above its
committed UCAP. While PJM is still in the process of finalizing
penalties and bonuses, the project expects $13.5 million in net
positive revenue for the weekend period, on a preliminary basis, as
bonus receipts at Marcus Hook are expected to more than offset
little over $1 million in cumulative penalties expected at Milford
and Dighton. Given these bonus payments would be in the nature of
revenue, they would flow through the cash waterfall as usual and
could translate to higher sweeps if the project is trailing its
target debt balance.
S&P said, "We expect the impact from improved sparks to be
partially offset by an increase in debt service. Compass has
partially mitigated (85% of TLB) its floating rate exposure through
interest rate swaps until 2024, the project's TLB is exposed to
interest rate risk thereafter. Given the current interest rate
environment, we forecast the project's annual debt service to be $3
million-$4 million higher compared to our previous forecasts,
partially offsetting the impact from better operational and
financial performance.
"Our rating also reflects the strength of Compass' long-term
bilateral contracts. The project has locked $475 million in
capacity revenues through June 2030, and we expect these amounts to
cover almost all of the project's annual operating expenses,
maintenance capex, and mandatory debt service. Additionally, we
expect Compass to generate around $80 million-$90 million in
average annual energy margins through TLB maturity. We expect
energy margins to decline over time as the assets age and commodity
prices revert from current highs.
"We continue to view the project's lenders' secondary claim to its
primary asset, Marcus Hook as a transaction structure weakness. In
the event of a default, Compass' TLB lenders would have a priority
claim to the assets of Milford and Dighton, but a secondary claim
to the assets of Marcus Hook--the largest and most valuable asset
in the portfolio. We consider this to be a transaction structure
weakness and adjust the preliminary rating downward by one notch.
We also note that even under a downside scenario, we expect robust
residual value from Marcus Hook after the first lien TLA is
repaid.
"The stable outlook reflects our view that DSCRs will remain robust
over the next 12 months, driven by locked-in capacity prices and
our expectation the portfolio will be able to capture spark spreads
of $16/MWh in 2023. We expect a minimum DSCR of 1.81x in 2030. We
forecast around $240 million outstanding on the TLB at maturity in
2029.
"We could lower the rating if the project was unable to maintain
DSCRs above 1.50x in each period of our forecast."
This could stem from:
-- Weaker realized spark spreads, especially at Marcus Hook, or
lower-than-expected capacity prices for the uncleared periods;
-- Unplanned outages that materially affect generation; or
-- Gas plants become economically disadvantaged and capacity
factors fall substantially.
S&P said, "While unlikely at this time, we could raise the rating
if the project swept a material amount of cash within the next few
years such that our forecasted DSCR exceeds 2x in all years. Such
an increase would likely require a pronounced improvement in power
and capacity pricing and TLB repayment that significantly exceeds
our base-case expectations."
COMPUTE NORTH: Gets OK to Hire Ferguson as Co-Counsel
-----------------------------------------------------
Compute North Holdings, Inc. and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Ferguson Braswell Fraser Kubasta, PC as co-counsel with
Paul Hastings, LLP.
The firm's services include:
-- assisting Paul Hastings with analyzing claims filed against
the Debtors' estates and responding or objecting to such claims, as
necessary and appropriate;
-- assisting Paul Hastings in advising the Debtors concerning
preference, avoidance, recovery, or other actions that they may
take to collect and to recover property for the benefit of their
estates and their creditors, whether or not arising under Chapter 5
of the Bankruptcy Code or otherwise, and filing litigation to
recover such property, as necessary;
-- assisting Paul Hastings with preparations for the effective
date of the Debtors' proposed plan of reorganization;
-- working with and coordinating efforts among the Debtors'
other professionals, including Paul Hastings, to avoid duplication
of effort among those professionals within the overall framework of
the Debtors' Chapter 11 cases; and
-- assisting Paul Hastings in performing all other services
assigned by the Debtors to the firm as counsel.
The firm will charge $425 to $485 per hour for attorney's services
and $150 to $200 per hour for paraprofessional services.
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
Rachael Smiley, a partner at Ferguson, 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 through:
Rachel L. Smiley, Esq.
Ferguson Braswell Fraser Kubasta P.C.
2500 Dallas Parkway, Suite 600
Plano, TX 75093
Tel: 972-378-9111
Email: rsmiley@fbfk.law
About Compute North Holdings
Computer North Holdings, Inc. -- https://www.computenorth.com/ --
is a crypto mining data center company. Compute North has four
facilities in the U.S. -- two in Texas and one in both South Dakota
and Nebraska, according to its website.
While cryptocurrency prices skyrocketed during the pandemic (with
bitcoin surging by 300% in 2020), the Federal Reserve's decision to
curb rising inflation by hiking interest rates has since ushered in
some of the crypto market's biggest losses in history. After
amassing a record value above $3 trillion in November 2021, the
cryptocurrency market posted its worst first half ever --
plummeting more than 70% through July. Terra's luna token, a once
top cryptocurrency worth more than $40 billion, lost virtually all
its value within a week in May after sister token TerraUSD, a
stablecoin meant to hold a price of $1, broke its dollar peg as
markets collapsed.
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 include crypto lenders Celsius Network,
Three Arrows Capital, Voyager Digital, and crypto mining firm
Compute North.
Compute North Holdings and 18 affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 22-90273) on Sept. 22, 2022. In the petitions signed by Harold
Coulby, as authorized signatory, the Debtors reported between $100
million and $500 million in both assets and liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Paul Hastings, LLP and Ferguson Braswell Fraser
Kubasta, PC as bankruptcy counsels; Jefferies, LLC as investment
banker; and Portage Point Partners as financial advisor. Epiq
Corporate Restructuring, LLC is the claims, noticing and
solicitation agent.
On Oct. 6, 2022, the Office of the U.S. Trustee for Region 7
appointed an official committee of unsecured creditors. The
committee tapped McDermott Will & Emery LLP as legal counsel; and
Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus &
Co., Inc., as investment banker.
On Nov. 23, 2022, the Debtors filed their proposed joint Chapter 11
liquidating plan and disclosure statement.
COPPER REALTY: Unsecureds Could Get 100% in Plan
------------------------------------------------
Copper Realty LLC submitted an Amended Plan of Reorganization.
Under the Plan, Class 15 claimants consisting of allowed Claims of
Non Insider Unsecured Creditors are impaired. The Allowed Claims
of Unsecured Creditors will share pro-rata in the Unsecured
Creditor's Pool. The Debtor will pay $500 per month for a period of
60 months into the Unsecured Creditors Pool. The Unsecured
Creditors shall be paid quarterly on the last day of each calendar
quarter. Payments to the Unsecured Creditors will commence on the
last day of the first full calendar quarter after the Effective
Date. The Debtor may pre-pay the Unsecured Creditors at any time.
Based upon the Debtor's Schedules that Class 15 Claims will receive
approximately 100% of their claims.
Class 16 Allowed Insider Unsecured Creditors are impaired. The
current owners, Manish Shrivastava and Arvind Sarin have lent money
to the Debtor to sustain operations pre-petition. The Allowed
Unsecured Claims of Manish Shrivastava and Arvind Sarin shall be
subordinated to the Class 15 Non-Insider Unsecured Creditors. The
Class 16 Claimants will not receive payment on their claims under
the Class 15 creditors have been paid in full.
The Debtor's obligations under this Plan will be satisfied out of
the ongoing operations of the Reorganized Debtor.
Attorneys for the Debtor:
Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Road, Suite 850
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
A copy of the Amended Plan of Reorganization dated Jan. 20, 2023,
is available at https://bit.ly/3kyEZ2n from PacerMonitor.com.
About Copper Realty
Copper Realty, LLC, is the fee simple owner of 15 real properties
in Dallas and Irving, Texas, having an aggregate current value of
$2.79 million.
Copper Realty filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-40820) on
July 1, 2022, with $2,832,394 in assets and $2,686,750 in
liabilities. Manish Shrivastava, managing member, signed the
petition.
Judge Brenda T. Rhoades oversees the case.
The Debtor tapped Eric A. Liepins, Esq., as bankruptcy counsel and
Brian Anderson, Esq., at The Anderson Law Firm PLLC as special
counsel.
CROWN COMMERCIAL: Wins Cash Collateral Access Thru Feb 16
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Crown Commercial Real Estate and
Development, LLC to use cash collateral on an interim basis in
accordance with the budget.
The Debtor and Rialto Capital Advisors, LLC, have agreed to the
terms of the twelfth interim order permitting continued cash
collateral access.
Rialto is the Special Servicer and Attorney-in-Fact for secured
creditor U.S. Bank National Association, as Trustee for the benefit
of the holders of Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2012-05.
The Debtor stipulates and agrees to continue operating its business
and pay expenses only in accordance with the terms of the interim
order from January 27 through February 16, 2023.
Bank of America made a loan to the Debtor in the original principal
amount of $27,450,000, pursuant to a loan agreement dated June 26,
2012. The Loan is evidenced by a promissory note dated June 26,
2012, made by the Debtor and payable to the order of the Original
Lender.
To secure repayment of the Loan, the Debtor executed and delivered
to the Original Lender a Mortgage, Assignment of Leases and Rents,
and Security Agreement dated as of June 26, 2012, encumbering the
Debtor's real property, a real property improved by a shopping
center commonly known as Chatham Village Square Shopping Center,
located at 87th Street and Cottage Grove Avenue, Chicago, IL 60619,
recorded with the Cook County Recorder of Deeds on July 20, 2012,
as document number 1220213054.
As further security for the Loan, the Debtor granted the Original
Lender a lien on all of its personal assets. On June 29, 2012, the
Original Lender perfected its security interest in the Debtor's
assets by filing a UCC Financing Statement with the Illinois
Secretary of State identifying Crown Commercial as the debtor and
the Original Lender as the secured party.
On July 2, 2012, the Original Lender negotiated the Note to the
order of Rialto pursuant to an allonge and delivered the Note with
the Allonge to Rialto.
On August 8, 2012, the Original Lender assigned the Mortgage to
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2012-05, by executing and delivering to the
Lender an Assignment of Mortgage, Assignment of Leases and Rents,
and Security Agreement, which was recorded with the Cook County
Recorder of Deeds on September 10, 2012, as document number
1225408405.
On August 30, 2012, Rialto perfected its security interest in the
Debtor's assets by filing a UCC Financing Statement Amendment with
the Illinois Secretary of State identifying the Debtor as the
debtor and the Lender as the secured party, as subsequently
continued by filing of those UCC Financing Statement Amendments on
September 6, 2012, January 11, 2017, and January 18, 2022.
As of the Petition Date, the Debtor owed Rialto $22,874,831.
The Debtor offers, as adequate protection of the Lender's interest
in the cash Collateral, monthly payments of interest as they were
due pre-petition in accordance with the Loan Documents, and the
Court's condition that the Debtor uses the cash collateral only in
accordance with the Twelfth Budget during the Twelfth Interim
Period. Additionally, the Debtor will agree that the Lender's
security interest and liens in the Collateral will create a valid
lien on and security interest in all of the property of the Debtor
acquired or generated after the Petition Date, but solely to the
same validity, extent, and priority, and of the same kind and
nature, as the liens and security interests of the Lender securing
the Obligations to the Lender under the Loan Documents.
The Debtor will ensure the payment of all personal property taxes,
real property taxes, sales taxes, payroll taxes, insurance,
maintenance expenses, and payroll/wages in connection with
preserving the Property coming due during the Interim Period.
As further adequate protection, for the use of cash collateral (in
addition to the payment in the Prior Interim Order), the Debtor
will pay the Lender, on or before , February 16, 2023, one monthly
interest payment in the amount of $83,144.
These events constitute an "Event of Default":
a. The Debtor's failure to maintain appropriate insurance for
the Collateral;
b. Except for disclosed payments made following the Petition
Date through the date of the Order, if the Debtor pays obligations
not showing on the Budget without the Lender's prior written
consent or further Court order or exceeds the Budget amounts by
more than 15%;
c. The Debtor fails to provide, when due, any reports or
accounting information reasonably required by the Agreed Interim
Order;
d. Any termination by the Court of the Debtor's use of cash
collateral; or
e. Failure to make the Adequate Protection Payment when due.
A further interim hearing on the matter is scheduled for February
15, 2023 at 10 a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3WXSEOd from PacerMonitor.com.
The budget provides for total expenses, on a weekly basis, as
follows:
$18,933 for the week ending February 2, 2023;
$19,543 for the week ending February 9, 2023; and
$92,117 for the week ending February 16, 2023.
About Crown Commercial
Real Estate and Development, LLC
Crown Commercial Real Estate and Development, LLC operates shopping
center, located at 87th Street and Cottage Grove Avenue, Chicago,
IL 60619. The Property consists of a shopping center owned and
operated for 25 years by Crown Commercial.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-05113) on May 3,
2022. In the petition signed by Musa P. Tadro, manager, the Debtor
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
The Law Offices of Konstantine Sparagis is the Debtor's counsel.
Judge Janet S. Baer oversees the case.
CUMBERLAND RJ: Gets OK to Hire Rountree as Bankruptcy Counsel
-------------------------------------------------------------
Cumberland RJ, Inc. received approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Rountree
Leitman Klein & Geer, LLC as its legal counsel.
The firm's services include:
a. providing the Debtor with legal advice regarding its powers
and duties in the management of its property;
b. preparing legal papers;
c. assisting with the examination of 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 necessary legal services.
The firm will be paid at these rates:
Attorneys
William A. Rountree $495 per hour
Will B. Geer $495 per hour
Michael Bargar $495 per hour
Hal Leitman $425 per hour
David S. Klein $425 per hour
Alexandra Dishun $425 per hour
Benjamin R. Keck $425 per hour
Barret Broussard $395 per hour
Elizabeth Childers $350 per hour
Ceci Christy $350 per hour
Caitlyn Powers $275 per hour
Paralegals
Sharon M. Wenger $195 per hour
Kayte Moore $175 per hour
Megan Winokur $150 per hour
Catherine Smith $150 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $25,418.
William Rountree, Esq., a partner at Rountree, 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:
William A. Rountree, Esq.
Will Geer, Esq.
Elizabeth A. Childers, Esq.
Rountree, Leitman, Klei & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Tel: (404) 584-1238
Email: wrountree@rlkglaw.com
wgeer@rlkglaw.com
echilders@rlkglaw.com
About Cumberland RJ
Cumberland RJ, Inc. owns and operates a trampoline park. The
company is based in Suwanee, Ga.
Cumberland sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-21039) on Oct. 12,
2022, with up to $50,000 in assets an up to $10 million in
liabilities. Asif Amin Ali, president of Cumberland, signed the
petition.
Judge James R. Sacca oversees the case.
Rountree, Leitman, Klei & Geer, LLC is the Debtor's legal counsel.
CUSTOM ALLOY: Wins Cash Collateral Access Thru Jan 28
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Custom Alloy Corporation and CAC Michigan, LLC to use the cash
collateral of CIBC Bank USA on an interim basis in accordance with
the budget.
Custom and CIBC have entered into secured financing arrangements
pursuant to a Loan and Security Agreement dated as of March 4,
2010. CAC Michigan guaranteed the amounts owed by Custom under the
Prepetition Loan Agreement.
As of the Petition Date, the outstanding aggregate principal amount
of the obligations owing by the Debtors to CIBC under the
Prepetition Documents, exclusive of all accrued interest, fees,
costs, expenses, charges, and other Obligations (including legal
fees and expenses) is not less than $25,966,330.
The cash collateral authorized to be used through the Termination
Date pending a further interim or Final Hearing or entry of a
further interim or final order may not exceed the aggregate amount
of $1,165,463 to pay the Debtors' ordinary, non-insider expenses
from January 22, 2023 through the week ending January 28, 2023, in
accordance with and subject to the terms of the Order, including
the Budget.
The Debtors' authorization -- and CIBC's consent -- to the use of
cash collateral will terminate, at CIBC's election and without
further notice or Court order, upon the earlier of: (i) 11:59 pm on
January 28, 2023; or (ii) the occurrence of an Event of Default; or
(iii) three business days after CIBC has provided written notice to
the Debtors of the occurrence of an Event of Default.
As adequate protection, CIBC is granted a replacement lien under 11
U.S.C. section 361(2) on all assets of the Debtors arising after
the Petition Date in an amount equal to the aggregate diminution in
value (if any) of the Prepetition Collateral resulting from the
sale, lease, or use by Debtors of its Prepetition Collateral, or
the imposition of the automatic stay pursuant to Section 362. The
Replacement Lien granted (i) will be deemed automatically valid and
perfected without any further notice or act by any party and (ii)
will remain in full force and effect notwithstanding any subsequent
conversion or dismissal of either Case.
To the extent the adequate protection provided proves insufficient
to protect CIBC's interest in and to cash collateral, CIBC will
have a super priority administrative expense claim, pursuant to 11
U.S.C. section 507(b), senior to any and all claims against the
Debtors section 507(a), whether in this proceeding or in any
superseding proceeding, subject to payments due under 28 U.S.C.
section 1930(a)(6).
Each of these events constitutes an "Event of Default":
a. Either Debtor fails to perform any of its obligations with
respect to use of cash collateral in accordance with the terms of
the Order;
b. Either Case is converted to a case under chapter 7 of the
Bankruptcy Code; or
c. A trustee is appointed or elected in either of the Cases,
or an examiner with expanded power to operate either of the
Debtor's business is appointed in any of the Debtor's respective
Case.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3DhwH5C from PacerMonitor.com.
The Debtor projects $1,195,070 in total cash receipts and
$1,165,463 in total cash disbursements for the one-week period
ending January 28.
About Custom Alloy Corporation
Custom Alloy Corporation is a manufacturer of specialty metals for
seamless and welded pipe fittings & forgings, predominantly for
customers requiring time-critical maintenance or repair.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 22-18143) on October 13,
2022. In the petition signed by Adam M. Ambielli, CEO and
president, the Debtor disclosed up to $50 million in assets and up
to $100 million in liabilities.
Judge Michael B. Kaplan oversees the case.
An official committee of unsecured creditors has retained Fox
Rothschild LLP as counsel.
Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC,
is the Debtor's counsel.
DANNY R. BARTEL: Claims be Funded From Dr. Bartel's Employment
--------------------------------------------------------------
Danny R. Bartel, M.D., P.A., Danny R. Bartel and Brenda Sue Bartel
submitted a Chapter 11 Plan Small Business Subchapter V Plan
Disclosure Statement, dated January 20, 2023.
General unsecured creditors are classified in Class 6, 7 and 8, and
will receive distributions under the Plan for their allowed
claims.
Under the Plan, Class 6 BBVA USA Claim is impaired and will be paid
through the Danny R. Bartel, MD, PA's Subchapter V. Class 7
McKesson Specialty Claims is impaired and will be paid through the
Care Distribution Danny R. Bartel, MD, Corporation PA's Subchapter
V. Class 8 Daimler Trust Assumed Lease 2021 Mercedes Claim is not
impaired.
Payments and distributions under the Plan will be funded by Dr.
Bartel's employment.
Attorneys for the Debtor:
Craig Douglas Davis, Esq.
DAVIS, ERMIS & ROBERTS, P.C.
1521 N. Cooper, Suite 860
Arlington, TX 76011
Tel: (817) 265-8832
Fax: (972) 262-3264
A copy of the Disclosure Statement dated Jan. 20, 2023, is
available at https://bit.ly/3iWmoNm from PacerMonitor.com.
About Danny R. Bartel, M.D., P.A.
Dr. Danny Bartel M.D. and Brenda Sue Bartel are a married couple
living in Wichita Falls, Texas. Ms. Bartel is a housewife. Dr.
Danny Bartel is a Medical Doctor licensed on August 29, 1976, and a
board-certified Neurologist. His specialty is neurology.
In the 1980's, Dr. Bartel started his private practice in neurology
called Danny R. Bartel MD, PA. In 2011, Dr. Bartel and other
investors decided to start a rehabilitation hospital in Flower
Mound, Texas. On May 18, 2011, Dr. Danny Bartel and Brenda Sue
Bartel and Danny Bartel MD, PA guaranteed an SBA loan for Continuum
Rehabilitation Hospital of North Texas LP in excess of one million
dollars.
The hospital failed and Continuum Rehabilitation Hospital filed for
Chapter 7 Bankruptcy on Dec. 11, 2015 (Bankr. N.D. Tex. Case No.
15-44978). Subsequently, Dr. Danny Bartel and Brenda Sue Bartel and
Danny Bartel MD, PA were sued by Compass Bank, the servicer for the
SBA loan. Compass Bank took an agreed judgment on June 8, 2018. Dr.
Bartel and the P.A. negotiated a payment plan that the Defendants
were paying timely. In June of 2019, Dr. Bartel was financially
doing well and began contemplating retirement, therefore he
voluntarily gave up his Drug Enforcement Administration (DEA)
license.
In March of 2020, the pandemic hit causing closures and
quarantines, therefore specialty patients all over the country
stopped making and attending appointments and Dr. Bartel's practice
was no exception. Revenue significantly decreased and the PA could
not make its payments to
Compass Bank. Dr. Bartel, at this time, knew that retirement was no
longer an option and reapplied for his DEA license. In the Spring
of 2021, Compass Bank started to become aggressive in collecting on
the judgment. On Feb. 9, 2021, Danny Bartel MD, PA had no choice
but to file a Chapter 11 Bankruptcy (Case No. 21-40285). On May 2,
2021, Dr. Bartel and Brenda Bartel had no choice but to file a
personal Chapter 11 bankruptcy (Case No. 21-41082).
Due to the pandemic and government employees working from home, the
DEA did not return Dr. Bartel's DEA license until February of 2022.
Due to the delay in reinstating Dr. Bartel's DEA license, many
insurance companies would not recredential Dr. Bartel. Due to
delay in recredentials, Danny R. Bartel, MD, PA continued to suffer
with the decrease in revenue. Until he had his DEA license
returned and the insurance companies recredentialed Dr. Bartel, he
could not in good faith propose a Chapter 11 Plan in the small
business case of Danny R. Bartel, MD, PA by the deadline therefore
the case was dismissed on April 14, 2022. Once the insurance
companies recredentialed Dr. Bartel, his revenue dramatically
increased and now Danny R. Bartel MD, PA can fund a Chapter 11 Plan
therefore it refiled in June 2022.
Danny R. Bartel, M.D., P.A., filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
22-41407) on June 24, 2022, listing as much as $50,000 in both
assets and liabilities. Danny R. Bartel, president, signed the
petition.
Judge Edward L. Morris oversees the case.
In the new Chapter 11 case, Davis, Ermis & Roberts, P.C., and
Freemon Shapard & Story, CPAs serve as the Debtor's legal counsel
and accountant, respectively.
DCL HOLDINGS: Gets OK to Hire Ankura as Restructuring Advisor
-------------------------------------------------------------
DCL Holdings (USA) Inc. and its affiliates received approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Ankura Consulting Group, LLC and designate Scott Davido and Thomas
Flynn as chief restructuring officer and chief financial officer,
respectively.
As CRO, Mr. Davido is expected to:
a. serve as the Debtors' designated officer in coordinating
the Debtors' turnaround, restructuring and transaction activities;
b. lead the Debtors' management and advisors in informing and
advising the unsecured creditors' committee and the Board of
Directors and their designees, on restructuring options and
recommendations;
c. serve as the Debtors' designee regarding engagement with
internal and external stakeholders; and
d. provide oversight and guidance regarding actions to enhance
and preserve the Debtors' available liquidity.
Meanwhile, the services to be provided by the CFO include:
a. leading the day-to-day finance and accounting operations
and personnel for such activities, including monthly financial
reporting, accounting transaction processing, financial
forecasting, cash management, and other activities managed by the
CFO function;
b. supporting the Debtors' sale transaction, including
managing financial data gathering, diligence requests third-party
vendor management, stakeholder communications and reporting;
c. acting as point person for communication of financial
results, projections and analysis to Board and external parties;
d. supporting the recruiting of a permanent chief financial
officer, including transition services to the extent required;
e. supporting TM Capital Corp., as requested by TM in writing,
with a potential sale transaction for the Debtors;
f. completing an analysis of and advising the Debtors as to
the following with respect to the Debtors preparing to, commencing
cases for reorganization or liquidation under title 11 of the
United States Code or under the Companies' Creditors Arrangement
Act in Canada:
(i) sizing and terms for a debtor-in-possession financing
facility;
(ii) potential claims against the Debtors and the size and
potential classification of such claims, including assessment of
claims that would fall under Sections 503 and 547 of the Bankruptcy
Code; and
(iii) such other professional services as may be requested
by the Debtors and agreed to by Ankura in writing relating to
Chapter 11 and CCAA filings.
g. assisting the CRO in the completion of the CRO's services;
and
h. other professional services.
Other personnel from Ankura will also be tapped to provide
services, which include:
a. managing and refining a rolling 13-week cash flow forecast
model for the Debtors and reporting weekly liquidity performance,
risks and outlook to the Debtors and the Debtors' revolving and
term lenders;
b. leading an accounts receivable collection improvement
initiative for the Debtors, focusing on collection of aged
receivables, improvement of the AR invoicing or collection process
and integration of output into liquidity management;
c. leading an accounts payable (AP) and vendor management
initiative for the Debtors including interim staff to work directly
with the Debtors' AP leadership, focusing on maintaining to the
greatest extent practicable normal or extended trade credit terms
for critical vendors by, among other actions, managing vendor
relations through more proactive and frequent communications with
vendors whose payment terms are being stretched; and
d. assisting the Debtors' management with their aged or excess
inventory liquidation effort.
Ankura will be paid as follows: (i) a non-refundable weekly fee of
$30,000 for the CFO's services; and (ii) an hourly fee of $1,195
for the CRO's services. Meanwhile, the services performed by other
personnel will be billed based on the actual hours expended at the
firm's standard hourly rates.
Scott Davido, a partner at Ankura, 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.
Ankura can be reached at:
Scott Davido
Ankura Consulting Group, LLC
485 Lexington Avenue, 10th Floor
New York, NY 10017
Direct: +1.212.818.1555
Mobile: +1.612.839.7013
About DCL Holdings
DCL Holdings (USA) Inc. -- https://www.pigments.com/ -- offers the
broadest range of colour pigments and preparations for the
coatings, plastics and ink industries worldwide. The company is a
global leader in the supply of color pigments and dispersions for
the coatings, plastics and ink industries, according to its Web
site.
DCL Holdings (USA) and five affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 22-11319) on Dec. 20,
2022. In the petition filed by its chief restructuring officer,
Scott Davido, the Debtor reported between $100 million and $500
million in both assets and liabilities.
The Debtors tapped King & Spalding, LLP as bankruptcy counsel;
Richards, Layton & Finger, P.A. as Delaware counsel; TM Capital
Corp. as investment banker; and Ankura Consulting Group, LLC as
restructuring advisor. Kroll Restructuring Administration, LLC is
the claims and noticing agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Dec. 30, 2022. Quinn Emanuel Urquhart &
Sullivan, LLP, Morris James, LLP and Province, LLC serve as the
committee's bankruptcy counsel, Delaware counsel and financial
advisor, respectively.
DCL HOLDINGS: Taps TM Capital Corp as Investment Banker
-------------------------------------------------------
DCL Holdings (USA) Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ TM
Capital Corp. as investment banker.
The firm's services include preparing descriptive materials;
identifying and contacting prospective acquirers; structuring,
negotiating and closing a proposed transaction; and other services,
which the Debtors may request.
TM Capital will be paid as follows:
(a) A monthly fee of $50,000, payable commencing upon execution
of the Engagement Letter, provided that the monthly fee shall be
reduced to $15,000 following the first three payments. All of the
monthly fees paid following the third month of the engagement shall
be credited, without duplication, against any transaction fee
payable.
(b) If the Debtors consummate a transaction, the firm shall be
paid a fee equal to the greater of $1.5 million and the sum of (i)
2 percent of any consideration paid up to $100 million, plus (ii)
3.5 per cent of any consideration paid in excess of $100 million
but less than $140 million, plus (iii) 5 per cent of any
Consideration paid in excess of $140 million.
Anthony Giorgio, a partner at TM Capital, 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:
Anthony Giorgio
TM Capital Corp.
641 Lexington Avenue 32nd Floor
New York, NY 10022
Tel: (212) 809-1360
Email: agiorgio@tmcapital.com
About DCL Holdings
DCL Holdings (USA) Inc. -- https://www.pigments.com/ -- offers the
broadest range of colour pigments and preparations for the
coatings, plastics and ink industries worldwide. The company is a
global leader in the supply of color pigments and dispersions for
the coatings, plastics and ink industries, according to its Web
site.
DCL Holdings (USA) and five affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 22-11319) on Dec. 20,
2022. In the petition filed by its chief restructuring officer,
Scott Davido, the Debtor reported between $100 million and $500
million in both assets and liabilities.
The Debtors tapped King & Spalding, LLP as bankruptcy counsel;
Richards, Layton & Finger, P.A. as Delaware counsel; TM Capital
Corp. as investment banker; and Ankura Consulting Group, LLC as
restructuring advisor. Kroll Restructuring Administration, LLC is
the claims and noticing agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Dec. 30, 2022. Quinn Emanuel Urquhart &
Sullivan, LLP, Morris James, LLP and Province, LLC serve as the
committee's bankruptcy counsel, Delaware counsel and financial
advisor, respectively.
DEL MONTE FOODS: S&P Affirms 'B' Sec. Term Loan Rating on Add-On
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B'' issue-level rating on Del
Monte Foods Inc.'s senior secured term loan. The company launched a
proposed $100 million add-on to its existing $600 million term loan
B due 2029. S&P expects the add-on to be fungible with the existing
facility. As a result of the debt increase, S&P revised the
recovery rating to '4' from '3', indicating its expectation for
average (30%-50%; rounded estimate: 45%) recovery for lenders in
the event of a payment default. The company intends to use the
proceeds from the transaction to repay a portion of the outstanding
borrowings on its asset-based loan (ABL) facility that it used to
fund the Kitchen Basics acquisition in October 2022.
All of S&P's other ratings on Del Monte, including its 'B' issuer
credit rating on the company, are unaffected by this transaction.
The outlook is positive.
During the first half of fiscal 2023 ended Oct. 30, 2022, Del
Monte's revenues increased 4.3% relative to the same period in 2021
(a 9.3% increase from pricing and product mix, partially offset by
a 5% decline in volume). In addition, Del Monte's gross margin
increased 190 basis points (bps) due to higher pricing, which was
partially offset by unfavorable mix in the retail channel with
shifts to multi-packs. Its EBITDA margin increased 100 bps because
of its higher gross margin and lower marketing expenses. S&P said,
"We estimate pro forma leverage of about 5x for the 12 months ended
Oct. 30, 2022. We expect the company to deleverage over the next
couple of quarters by paying down its ABL revolver. We forecast Del
Monte will generate positive free operating cash flow in fiscal
2024 as a result of profit growth and lower working capital
usage."
ISSUE-RATINGS -RECOVERY ANALYSIS
Key analytical factors
The company's capital structure (proforma for the proposed
transaction) consists of:
-- A $625 million ABL revolver due in 2027 (not rated); and
-- $700 million senior secured term loan due in 2029.
Simulated default assumptions
-- S&P's simulated default scenario contemplates a default in the
first half of 2026 due to sharp declines in demand for the
company's products, leading to constrained liquidity from higher
ABL balances because the company cannot generate the cash flow to
repay its borrowings from its high seasonal working capital needs.
-- S&P assumes the ABL is 65% drawn at default, because of the
company's high seasonal borrowings and intra-year working capital
needs.
-- Debt service assumption: $72.1 million (assumed default year
interest plus amortization)
-- Minimum capital expenditures assumption: $23.3 million
-- EBITDA at emergence: $95.5 million
-- S&P assumes a 35% or $33.4 million operational adjustment
because it expects the company to recoup some lost EBITDA from
productivity measures and regain customers due to its strong
brands.
-- Emergence EBITDA after recovery adjustment: $128.9 million
-- Implied enterprise value multiple: 6x
-- Gross enterprise value: $773.3 million
Simplified waterfall
-- Gross recovery value: $773.3 million
-- Net recovery value for waterfall after administrative expenses
(5%): $734.6 million
-- Obligor/non-obligors valuation split: 100%/0%
-- Collateral value available to priority debt: $734.6 million
-- Estimated priority claims: $415.9 million
-- Collateral value available to secured debt: $318.7 million
-- Estimated senior secured claims: $701.9 million
--Recovery range for senior secured debt: 30%-50% (rounded
estimate: 45%)
DIAMOND SCAFFOLD: Court OKs Cash Collateral Use Thru April 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
authorized Diamond Scaffold Services, LLC to use cash collateral on
an interim basis in accordance with the budget, with a 10%
variance, through April 12, 2023.
The Debtor requires the use of cash collateral to pay its payroll,
payroll taxes, post-petition trade creditors and vendors, fuel and
transportation costs, professionals fees, and other operating
expenses necessary for the continued operation of the Debtor's
business and the management and preservation of the Debtor's assets
and properties.
Prior to June 2021, the Debtor owned scaffolding and leased it to
its customers. It now leases scaffolding from Sertant Capital, SMA
II LP I, LLC, Mazuma Capital, and First Guaranty Bank and subleases
that scaffolding to its customers. Sertant, SMA, Mazuma, and First
Guaranty Bank claim security interests in the scaffolding and in
the proceeds thereof.
Honest Funding, LLC; Cheetah Capital; Dynasty Capital 26, LLC;
Reserve Capital Management; Byrd Capital, LLC; Granite State
Services, LLC; Strategic Investments, LLC; LCF Group, Inc.; and
Imperial Funding -- which the Debtor calls "Cash Advance
Facilitators" -- may also claim to own or to have a security
interest in certain of Debtor's receivables.
Byrd Capital, LLC, Granite State Services, LLC, and Strategic
Investments, LLC are members of 3 Cajuns, LLC and consolidated
their claims against the Debtor into one promissory note in the
principal amount of $875,000 prior to the petition date.
The IRS, Alabama Department of Revenue, and the State of Texas
recorded tax liens against the Debtor prior to the Petition Date,
which may attach to the Debtor's pre-petition accounts receivables.
The IRS, the Alabama Department of Revenue, the Louisiana
Department of Revenue, the State of Texas, and the Funders are the
"Cash Collateral Claimants."\
To provide adequate protection to those of the Equipment Lessors
and Cash Collateral Claimants that have ownership claims to or
valid liens on the Debtor's cash collateral, the Equipment Lessors
and Cash Collateral Claimants are granted, effective as of the date
of the Interim Order, a post-petition security interest and
replacement lien on the Debtor's postpetition receivables to the
same extent, priority, and perfection status as they have valid
prepetition liens.
A copy of the order is available at https://bit.ly/40eplcU from
PacerMonitor.com.
About Diamond Scaffold Services
Diamond Scaffold Services LLC -- https://www.diamondscaffold.com/
-- is an authorized distributor of Ring-lock, Cup-lock, Shoring,
and Frame Scaffold. Diamond Scaffold Services, LLC, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Ala. Case No. 22-11208) on June 21, 2022. In the petition
filed by Jewell Wayne Sumrall, as president, the Debtor estimated
assets between $1 million and $10 million and liabilities between
$10 million and $50 million.
Judge Jerry Oldshue oversees the case.
Alexandra K. Garrett, Esq., at Silver, Voit & Garrett, is the
Debtor's counsel. Jason R. Watkins is serving as special counsel,
representing the Debtor in various litigation.
EAGLE MECHANICAL: Seeks Cash Collateral Access
----------------------------------------------
Eagle Mechanical Inc. asks the U.S. Bankruptcy Court for the
Southern District of Indiana, Indianapolis Division, for authority
to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to permit, among
other things, the orderly and continued operation of Debtor's
operations.
As of the Petition Date, the Debtor believes the value of its
assets, which may be subject to the alleged interests of the
creditors that claim a security interest, exceeds the total amount
owed to First Merchants Bank.
If and to the extent First Merchants Bank has an interest in the
Debtor's cash collateral, the Debtor proposes to provide adequate
protection as follows:
a. First Merchants Bank has filed UCC financing statements in
relation to the property that constitutes cash collateral in the
case, and it may be properly perfected. It is also possible the
Debtor has a basis to challenge the interests asserted by the bank.
As a result, until such time as the parties agree or the Court
determines the bank's relative rights, if any, in the cash
collateral, the Debtor will grant the bank post-petition
replacement liens in the Debtor's cash in the total aggregate
amount of the value of the cash collateral that existed as of the
Petition Date to the same extent and priority as its properly
perfected, prepetition security interest; and
b. The Debtor will use cash collateral only for the operation,
maintenance, and upkeep of all assets and for expenses incurred in
the ordinary course of business and consistent with the budget.
A copy of the motion is available at https://bit.ly/3WSEmOC from
PacerMonitor.com.
About Eagle Mechanical Inc.
Eagle Mechanical Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-00291) on
January 27, 2023. In the petition signed by Rogelio Mancilla Jr.,
chief executive officer, the Debtor disclosed $7,751,209 in assets
and $9,136,761 in liabilities.
Judge James M. Carr oversees the case.
Weston Overturf, Esq., at Overturf Fowler LLP, is the Debtor's
legal counsel.
EAGLE VALLEY: Seeks Approval of $600,000 DIP Loan
-------------------------------------------------
Eagle Valley Energy Partners, LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Texas, Austin
Division, for authority to use cash collateral and obtain
post-petition financing.
The Debtors seek authority to incur post-petition indebtedness from
AB Eagle Holdings, LLC, not to exceed a total of $600,000. On an
interim basis, the Debtors are requesting immediate access to
$125,000, which would fund the Debtors' needs until final approval
of the DIP Commitment.
The DIP agreement matures on the earliest of:
i. April 12, 2023;
ii. the date on which the DIP Lender declares the DIP Note to
be immediately due and payable pursuant to Section 7 thereof;
iii. the date upon which any plan of reorganization becomes
effective in any of the Chapter 11 Cases;
iv. the dismissal of the Chapter 11 Cases -- which dismissal
does not require as a condition to such dismissal the payment in
full in cash of the Debtors -- or conversion of the case to a case
under chapter 7 of the Bankruptcy Code or the Debtors (or any of
them) filing a motion or other pleading seeking the dismissal or
conversion of the Chapter 11 Cases under section 1112 of the
Bankruptcy Code or otherwise without the consent of the DIP
Lender;
v. the appointment of a trustee under chapter 11 of the
Bankruptcy Code, a responsible officer or an examiner with enlarged
powers relating to the operation of the business under section
1106(b) of the Bankruptcy Code, without the consent of the DIP
Lender;
vi. the date upon which net cash proceeds of a sale in an
amount equal to or greater than the aggregate original principal
amount of the DIP Note are made available to the Debtors to cover
estate expenses; and
vii. the filing or support by a Debtor of a plan of
reorganization that is not otherwise acceptable to the DIP Lender
in its reasonable discretion.
The Debtors are required to comply with these milestones:
(1) Within three days from the Petition Date, the Debtors will
file with the Bankruptcy Court the Motion and Plan, which such
motion and plan will be in form and substance acceptable to the DIP
Lender.
(2) Not later than three Business Days after the Petition Date,
the Debtors will obtain entry of the Interim Order, in form and
substance acceptable to DIP Lender, in its reasonable discretion.
(3) By no later than 35 days following the Petition Date, the
Debtors will have obtained entry of the Final DIP Order, in form
and substance acceptable to DIP Lender, in its reasonable
discretion.
(4) By no later than 70 days following the Petition Date, the
Bankruptcy Court will have approved the Plan.
(5) By no later than 84 days following the Petition Date, the
Plan will have become effective.
The Debtors have an immediate need to access the proceeds of the
DIP Loan and the use of cash collateral to, among other things,
satisfy their working capital and operational needs.
Over the last several years, the Debtors have experienced
operational challenges due to cost overruns and technical problems
including the loss of a logging tool in the Debtors' Powell Well
wellbore. Concurrent with these obstacles, the price for oil and
gas dropped precipitously in late 2019 only to be followed by the
ensuing COVID-19 pandemic which contributed to sustained low oil
and gas prices through most of 2020.
The Debtors' inability to timely and efficiently deliver these
wells quickly exhausted the Debtors' liquidity, requiring
continuous equity infusions from the Debtors' members.
Additionally, in October 2022, an arbitration panel issued a $3
million award against the Debtors and in favor of Halliburton
Energy Services, Inc. in relation to a breach of contract claim the
Debtors asserted against HAL for certain service provided by HAL at
their Powell Well.
Prior to the Petition Date, on January 6, 2023 the Debtors sought
and procured financing in the aggregate maximum principal amount of
$830,000 pursuant to the Security Agreement and the Possession
Promissory Note, both agreements among each of the Debtors, as
borrowers, and AB Eagle Holdings, LLC, as lender.
As adequate protection, the Prepetition Lender will receive
adequate protection in exchange for the use of their cash
collateral under the Interim Order. Specifically, the Prepetition
Lender will receive adequate protection in the form of replacement
liens over the DIP Collateral to the same extent, validity, and
priority of the Prepetition Liens of the Prepetition Lender in the
Prepetition Collateral superpriority administrative expense
claims.
A copy of the motion is available at https://bit.ly/3Y4Pmtc from
PacerMonitor.com.
About Eagle Valley Energy Partners, LLC
Eagle Valley Energy Partners, LLC is focused on acquiring,
operating, and drilling in the Gulf Coast and East Texas Basins.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10034) on January 27,
2023. In the petition signed by Gary Barton, chief restructuring
officer, the Debtor disclosed $1,189,566 in assets and $1,348,275
in liabilities.
Judge Tony M. Davis oversees the case.
Tom A. Howley, Esq., at Howley Law PLLC represents the Debtor as
legal counsel.
ELECTRONICS FOR IMAGING: $875M Bank Debt Trades at 28% Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Electronics For
Imaging Inc is a borrower were trading in the secondary market
around 72.3 cents-on-the-dollar during the week ended Friday,
January 27, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $875 million facility is a Term loan that is scheduled to
mature on July 23, 2026. About $846.6 million of the loan is
withdrawn and outstanding.
Electronics for Imaging is a worldwide provider of products,
technology and services leading the transformation of analog to
digital imaging.
EMPLOYEE LOAN: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized Employee Loan Solutions, LLC to use cash collateral on
an interim basis in accordance with the budget through May 31,
2023, and its agreement with Sunrise Banks, National Association.
The Debtor is permitted to use cash collateral to pay post-petition
expenses in accordance with the budget, with a 10% variance.
As adequate protection of its liens and security interests, Sunrise
will be entitled to a monthly payment of $25,122, which will be
made on or before the fifth calendar day of each month. The
adequate protection payment will be deducted by Sunrise from the
payment otherwise due to the Debtor on such date for a particular
month under Section 5.2(a)(i) of the Marketing Agreement dated as
of February 19, 2018. Consistent with the deadline for the closing
of the sale, the parties have agreed to extend the Marketing
Agreement to May 31, 2023. All of the adequate protection payments
made thereunder are defeased and relinquished from the Debtor's
estate.
As adequate protection, Sunrise is granted a postpetition
replacement lien to the full value of its existing collateral.
Sunrise's Postpetition Lien will encumber all assets acquired by
the Debtor postpetition which would have been encumbered by
Sunrise's liens and security interests if the Debtor had not filed
bankruptcy. The Postpetition Lien will be in addition to all
security interests, and liens existing in favor of Sunrise.
The Postpetition Lien will be in the same priority, validity, and
enforceability as any prepetition lien securing the claim of
Sunrise in the same type of assets.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3wEwFAZ from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$155,949 for January 2023;
$160,679 for February 2023;
$162,264 for March 2023;
$160,678 for April 2023; and
$160,678 for May 2023.
About Employee Loan Solutions, LLC
Employee Loan Solutions, LLC is a wholly owned subsidiary of Emp
Loan Holdings Inc. Employee Loan Solutions markets and services a
web-based employee benefit platform called TrueConnect a
trademarked brand since 2016. TrueConnect is an employee financial
wellness benefit offered at no cost or financial risk to
employers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Cal. Case No. 22-03210) on December
16, 2022. In the petition signed by Douglas Farry, CEO, the Debtor
disclosed $38,144,499 in assets and $7,613,600 in liabilities.
Judge Christopher B. Latham oversees the case.
Caroline R. Djang, Esq., at Buchalter, is the Debtor's legal
counsel.
ENVISION HEALTHCARE: $5.45B Bank Debt Trades at 59% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Envision Healthcare
Corp is a borrower were trading in the secondary market around 41.3
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $5.45 billion facility is a Term loan that is scheduled to
mature on October 10, 2025. About $3.73 billion of the loan is
withdrawn and outstanding.
Envision Healthcare Corporation provides health care services. It
offers surgery, pharmacy, medical imaging, emergency care, and
other related health care services. Envision Healthcare serves
patients in the United States.
EQUISEK INC: Wins Cash Collateral Access Thru May 8
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Equisek, Inc. to use cash collateral on an interim basis
in accordance with the budget through May 8, 2023.
UniBank for Savings and the U.S. Small Business Administration
assert an interest in the Debtor's cash collateral.
As adequate protection to UniBank and the SBA:
a. The Debtor will grant to UniBank and the SBA continuing
replacement liens and security interests to the same validity,
extent and priority that each would have had in the absence of the
bankruptcy filing;
b. The Debtor will remain within its Budget, within an overall
margin of 10%.
c. The Debtor will make monthly adequate protection payments
to UniBank in the amount of $1,624;
d. The Debtor will make monthly adequate protection payments
to the SBA in the amount of $2,377;
e. The Debtor make the regular contractual payments due to
Citizens on account of the Vehicle Loan in the amount of $696 per
month; and
f. Application of such payments to principal, interest or
otherwise will be subject to further order of the Court.
A further hearing on the matter is set for May 8 at 10 a.m.
A copy of the order is available at https://bit.ly/3kQmPJu from
PacerMonitor.com.
About Equisek, Inc.
Equisek, Inc. specializes in daily, weekly and monthly rentals of
computer & audio visual technology.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-40048) on January 20,
2023. In the petition signed by Ralph Tirro, president, the Debtor
disclosed $432,840 in assets and $1,066,463 in liabilities.
Judge Elizabeth D. Katz oversees the case.
David B. Madoff, Esq., at Madoff and Khoury LLP, represents the
Debtor as counsel.
EYECARE PARTNERS: $110M Bank Debt Trades at 17% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Eyecare Partners
LLC is a borrower were trading in the secondary market around 82.9
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $110 million facility is a Delay-Draw Term loan that is
scheduled to mature on November 15, 2028.
Eyecare Partners, LLC provides eye care services. The Company
offers eye care practices, treatment, eye wears, lenses, and other
related products and services. Eyecare Partners serves customers in
the United States.
FARMA SCI LIFE: Court OKs Cash Collateral Access Thru Feb 15
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized Farma Sci Life, Inc. to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance, through February 15, 2023.
The Debtor is permitted to use cash collateral to pay all ordinary
and necessary expenses in the ordinary course of its business.
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.
As adequate protection, Headway Capital, Everest Funding Group,
Pearl Funding, BRMS, LLC, TD Bank, N.A, Fountainhead SBF, LLC, and
the SBA are granted postpetition security interests and liens in,
to and against any and all personal property assets of the Debtor,
to the same extent and priority that each such entity held a
properly perfected pre-petition security interest in those assets.
The Court previously authorized Farma Sci Life to use cash
collateral through January 25, 2023.
A further hearing on the matter is set for February 15 at 1:30
p.m.
A copy of the order is available at https://bit.ly/3RdHh3p 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.
Judge Erik P. Kimball oversees the case.
Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the
Debtor as legal counsel.
FARRAGUT HEALTH: Feb. 23 Hearing in Disclosure Statement
--------------------------------------------------------
Judge Suzanne H. Bauknight will convene a hearing on Feb. 23, 2023,
at 10:00 a.m., in Bankruptcy Courtroom 1-C, First Floor, Howard H.
Baker, Jr. United States Courthouse, Knoxville, Tennessee, to
consider and rule on the adequacy of the information contained in
the Disclosure Statement of Farragut Health Care Center, L.P. and
to consider any other matter that may properly come before the
court at that time.
Feb. 16, 2023, is fixed as the last day for filing and serving
written objections to the Disclosure Statement.
About Farragut Health Care Center
Farragut Health Care Center LP sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 22-31595)
on Oct. 20, 2022, with up to $50 million in assets and up to $10
million in liabilities. Judge Suzanne H. Bauknight oversees the
case.
Lynn Tarpy, Esq., at Tarpy, Cox, Fleishman & Leveille, PLLC, serves
as the Debtor's legal counsel.
FGV FRESNO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: FGV Fresno LP
18022 Cowan
Suite 102
Irvine, CA 92614
Business Description: FGV Fresno is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: January 31, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-10170
Judge: Hon. Scott C. Clarkson
Debtor's Counsel: James C. Wolf, Esq.
1320 Van Beurden Drive Second Floor
Los Osos, CA 93412
Tel: 1-805-704-2404
Email: jwolf805@outlook.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scott Krentel, authorized
representative, The Group Companies, Inc., General Partner of FGV
Fresno LP.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/YJYIARY/FGV_Fresno_LP__cacbke-23-10170__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. American Custom Trade Debt $52,000
Private Security
446 E Vine Street
Stockton, CA 95202
Rajesh Patti
Tel: 1 888-217-8020
2. Central Valley Pro Builders Trade Debt $139,500
5552 Bear Creek Dr
Catheys Valley, CA 953056
Brian Keys
Tel: (209) 761-5500
3. Beach Freeman Lim & Cleland Professional $9,209
18022 Cowan, Suite 103 Services
Irvine, CA 92614
Douglas Beach
Tel: (310) 447-1234
4. Dixon & Associates Professional $5,500
620 DeWitt Suite 101 Services
Clovis, CA 93612
Aaron Spray
Tel: (559) 297-4200
5. Valley Remodel & Rehab Inc Trade Debt $10,000
825 Topeka Ave
Fresno, CA 93721
Brian Biglione
Tel: (559) 237-3188
6. Steven Hrdlicka Attorney Professional $7,800
555 W. Shaw Ave. Suite C-1 Services
Fresno, CA 93704
Steven Hrdlicka
Tel: (559) 485-1453
7. Hamilton Pacific Properties Inc. Construction $40,000
2033 San Elijo Ave #143 Mgt
Cardiff by the Sea, CA 92007
Gary Hamilton
Tel: (858) 495-0200
8. River Drive Properties Property $96,000
3174 Collins Dr Suite B Management
Merced CA 95348
Denise Turner
Tel: (209) 455-7122
9. Beaumont 1600, LLC Loan $3,000,000
PO Box 55317
Riverside, CA 92517
Douglas Beach
Tel: (310) 447-1234
10. Fresno County Tax Collection Property $80,000
2281 Tulare St Tax
Fresno, CA 93724
Oscar J. Garcia
Tel: (559) 600-3482
11. Valley Air Conditioning Trade Debt $5,000
& Repair
825 S. Topeka Ave
Fresno, CA 93721
Steve James
Tel: (559) 237-3188
12. PG and E Trade Debt $5,800
P.O. Box 997300
Sacramento, CA 95899
Customer Service
Tel: (800) 743-5000
13. Cruz Ceja Flooring Trade Debt $5,400
1471 N Peach Ave 107
Fresno, CA 93727
Cruz Ceja
14. James Wolf Professional $10,000
P.O. Box 7095 Services
Los Osos, CA 93412
Tel: (805) 416-0509
15. City of Riverside Trade Debt $1,250
Utilities
3901 Orange Street
Riverside, CA 92501
Customer Service
Tel: (951) 782-0330
16. Antony Howell Trade Debt $2,600
5856 W. Garland Ave.
Fresno, CA 93722
Tel: (559) 408-9132
17. Prestige Worldwide Inc. Trade Debt $2,300
DBA Vanguard Cleaning
5301 Office Park Drive
Suite 220
Bakersfield, CA 93309
Customer Service
Tel: (661) 395-3009
18. Sal Bolanos Trade Debt $1,000
PO Box 28307
Fresno, CA 93729
Tel: (559) 660-5363
19. Advanced IPM Trade Debt $1,200
1110 Melody Lane
Roseville, CA 95678
Customer Service
Tel: (800) 655-3993
20. Plaintiffs in McGrue v. Litigation Unknown
Bernaldo Case #19CECG03950
pending in Superior Court
Fresno County, California
Margarett Elder, Esq.
Tel: (559) 317-1008
GASPARILLA MOBILE: Taps Adams and Reese as Bankruptcy Counsel
-------------------------------------------------------------
Gasparilla Mobile Estates, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Adams
and Reese, LLP as its bankruptcy counsel.
The Debtor requires a bankruptcy counsel to:
a) assist and advise relative to the administration of this
Chapter 11 proceeding;
b) advise the Debtor with respect to its powers and duties in
the continued management and operation of its business and
property;
c) represent the Debtor before the bankruptcy court and advise
the Debtor on pending litigation, hearings, motions, and decisions
of the court;
d) review and advise the Debtor regarding applications, orders,
and motions filed by third parties;
e) attend meetings conducted pursuant to Section 341(a) of the
Bankruptcy Code and represent the Debtor at all examinations;
f) communicate with creditors and other parties in interest;
g) assist the Debtor in preparing legal papers;
h) confer with the Subchapter V trustee, U.S. trustee as well as
professionals retained by the Debtor and other parties in
interest;
i) negotiate and prepare the Debtor's Chapter 11 plan, related
disclosure statement, and all related documents, and take any
necessary actions on the Debtor's behalf to obtain confirmation of
the plan;
j) represent the Debtor with respect to any existing or future
inquiries or investigations from the Florida Department of Business
and Professional Regulation, Florida Department of Environmental
Protection, or any other governmental agency; and
k) perform all other necessary legal services.
The firm will be paid at these rates:
Andrew McBride $385 per hour
Edmund Whitson, III $435 per hour
David Bernstein $435 per hour
Kenneth Curtin $435 per hour
Henry Shelton, III $495 per hour
Paralegals $220 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Andrew McBride, Esq., a partner at Adams and Reese LLP, 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:
Andrew J. McBride, Esq.
Adams and Reese, LLP
150 2nd Avenue North, Suite 1700
St. Petersburg, FL 33701
Telephone: (727) 502-8291
Email: Andrew.McBride@arlaw.com
About Gasparilla Mobile Estates
Gasparilla Mobile Estates, Inc. is primarily engaged in renting and
leasing real estate properties. The company is based in Placida,
Fla.
Gasparilla Mobile Estates filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 22-01267) on Dec. 22, 2022, with $10 million to $50
million in assets and $1 million to $10 million in liabilities.
Michael C. Markham has been appointed as Subchapter V trustee.
Judge Caryl E. Delano oversees the case.
The Debtor is represented by Andrew J. McBride, Esq., at Adams and
Reese, LLP.
GIBSON BRANDS: $300M Bank Debt Trades at 21% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Gibson Brands Inc
is a borrower were trading in the secondary market around 78.7
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $300 million facility is a Term loan that is scheduled to
mature on August 13, 2028. The amount is fully drawn and
outstanding.
Gibson Brands, Inc. is an American manufacturer of guitars, other
musical instruments, and professional audio equipment from
Kalamazoo, Michigan, and now based in Nashville, Tennessee. The
company was formerly known as Gibson Guitar Corporation and renamed
Gibson Brands, Inc. on June 11, 2013.
GIGAMONSTER NETWORKS: Seeks to Tap Kroll as Administrative Advisor
------------------------------------------------------------------
GigaMonster Networks, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Kroll
Restructuring Administration LLC as administrative advisor.
Kroll will render these services:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting,
and other administrative services.
Prior to the petition date, the Debtors provided Kroll an advance
payment in the amount of $30,000.
The firm will be compensated at the hourly rates of its
professionals.
In addition, the firm will seek reimbursement for expenses
incurred.
Benjamin Steele, a managing director at Kroll, 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:
Benjamin J. Steele
Kroll Restructuring Administration LLC
55 East 52nd Street, 17th Floor
New York, NY 10055
About GigaMonster Networks
GigaMonster Networks, LLC and affiliates develop and deploy
universal access networks (UANs) 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 Jan. 16,
2023. In the petition signed by its chief restructuring officer,
Rian Branning of Novo Advisors, LLC, GigaMonster Networks 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.
GIGAMONSTER NETWORKS: Taps Bank Street Group as Investment Banker
-----------------------------------------------------------------
GigaMonster Networks, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Bank
Street Group LLC as investment banker.
The firm will render these services:
(a) undertake, in consultation with members of the Debtors'
management, a business and financial analysis of the potential
sale;
(b) assist in the preparation of marketing materials
concerning the Debtors for distribution and presentation to their
prospective acquirers;
(c) assist in the preparation and implementation of a
marketing plan;
(d) assist ire the solicitation of interested prospective
acquirers, the evaluation of proposals received from such
acquirers;
(e) assist in structuring and negotiating the sale;
(f) assist the Debtors and their advisors and lead the auction
process during a potential bankruptcy filing and provide support in
connection with such bankruptcy process; and
(g) be available to meet with the Debtors' Board of Directors
to discuss the transaction and its financial implications.
The firm will be compensated as follows:
(a) a transaction fee equal to 4 percent of the aggregate
consideration;
(b) a cash fee in lieu of the transaction fee equal to the
greater of 25 percent of such fee, judgment, amount or value of
underlying securities or assets;
(c) under no circumstances shall the transaction fee due to
Bank Street be less than $750,000.
In addition, the firm will seek reimbursement for expenses
incurred.
James Henry, a senior managing director at Bank Street, 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:
James H. Henry
Bank Street Group LLC
333 Ludlow Street
South Tower, Third Floor
Stamford, CT 06902
Telephone: (203) 252-2800
Facsimile: (203) 252-2810
Email: jhenry@bankstreet.com
About GigaMonster Networks
GigaMonster Networks, LLC and affiliates develop and deploy
universal access networks (UANs) 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 Jan. 16,
2023. In the petition signed by its chief restructuring officer,
Rian Branning of Novo Advisors, LLC, GigaMonster Networks 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.
GIGAMONSTER NETWORKS: Taps Novo Advisors as Restructuring Advisor
-----------------------------------------------------------------
GigaMonster Networks, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Novo
Advisors, LLC and designate Rian Branning as chief restructuring
officer.
The Debtors require a restructuring advisor to:
(a) review and validate the Debtors' 13-week cash flow
forecast;
(b) develop a budget versus actual (BVA) method to report
against the weekly budget;
(c) develop and summarize a strategic assessment of the
options available to the Debtors;
(d) work with the Debtors' counsel to determine WARN exposure
and make recommendations to mitigate potential exposure;
(e) work with the Debtors' management and the board on hiring
and termination of employment that leads to improved performance;
(f) Mr. Branning will participate in board meetings and
meetings with the Debtors' senior lenders to provide regular
updates and seek input or guidance to improve the performance of
the Debtors and/or in connection with the sale of their assets;
(g) Mr. Branning will perform other typical duties of a CRO,
work collaboratively with all parties-in-interest;
(h) oversee and manage any and all sales offers or proposals
or other financial restructuring initiatives, including, to the
extent necessary, any insolvency proceedings and in or out of court
activities to monetize assets and reduce and/or resolve creditor
obligations; and
(i) provide additional assistance as directed by the board.
The firm's hourly rates range between $200 and $825.
In addition, the firm will seek reimbursement for expenses
incurred.
On Sept. 16, 2022, Novo received an advance payment from the
Debtors in the amount of $50,000.
Mr. Branning 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:
Rian Branning
Novo Advisors, LLC
401 N. Franklin St., Suite 4 East
Chicago, IL 60654
Telephone: (312) 402-2982
Email: RBranning@novo-advisors.com
About GigaMonster Networks
GigaMonster Networks, LLC and affiliates develop and deploy
universal access networks (UANs) 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 Jan. 16,
2023. In the petition signed by its chief restructuring officer,
Rian Branning of Novo Advisors, LLC, GigaMonster Networks 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.
GLOBAL ALLIANCE: Court OKs Deal on Cash Collateral Access
---------------------------------------------------------
Global Alliance Distributors, Inc. sought and obtained entry of an
order from the U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division, authorizing the use of cash
collateral in accordance with its agreement with Kapitus LLC.
The hearing on the matter and the Kapitus Stipulation is continued
from January 26, 2023 at 11:30 a.m. to March 30, 2023 at 11:30
a.m.
The parties agreed that the Debtor is authorized to use receivables
and cash collateral to pay ordinary and necessary operating
expenses in accordance with the terms of the Kapitus Stipulation
and the weekly budget, which amends and replaces the budget
attached to the Kapitus Stipulation, on an interim basis through
March 30, 2023.
During the Interim Period, the Debtor must maintain a combined
balance of all bank accounts of not less than $45,000 every Friday
and is prohibited from withdrawing funds from its accounts if the
withdrawal would result in a combined balance of less than $45,000
on Friday.
As additional adequate protection to other secured parties with an
interest in cash collateral, the parties are granted replacement
liens upon all post-petition assets of the bankruptcy estate, to
the same extent, validity and priority of such parties'
pre-petition liens and security interests in the Debtor's assets.
Such replacement liens are deemed duly perfected and recorded under
all applicable laws without the need for any notice or filings.
A copy of the stipulation is available at https://bit.ly/3H90tuk
from PacerMonitor.com.
A copy of the order is available at https://bit.ly/3R8gDsp from
PacerMonitor.com.
About Global Alliance Distributors
Founded in 2010, Global Alliance Distributors Inc. operates a
distribution center that distributes primarily Latino books and
magazines to approximately 250 supermarkets throughout California,
Nevada, Arizona and Florida. It also distributes seasonal items,
including, but not limited to, school supplies, sporting goods and
equipment, snacks and candies. The Company also operates a logistic
business that provides cargo deliveries using independent
contractors. Its logistical clients are two major distribution
companies, A&C, which is currently the largest international
magazine distributor in the world, and Sally Beauty Supplies, a
national cosmetics manufacturer.
Global Alliance Distributors Inc. sought Chapter 11 bankruptcy
protection (Bankr. C.D. Cal. Case No. 22-12552) on May 5, 2022. In
the petition filed by Alberto Fabara, as CEO, Global Alliance
estimated assets between $500,000 and $1 million and estimated
liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Deborah J. Saltzman presides over
the case.
The Law Offices of Sheila Esmaili is the Debtor's counsel.
GMP BORROWER: $69.2M Bank Debt Trades at 19% Discount
-----------------------------------------------------
Participations in a syndicated loan under which GMP Borrower LLC is
a borrower were trading in the secondary market around 81.4
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $69.2 million facility is a Term loan that is scheduled to
mature on October 28, 2027. About $68.5 million of the loan is
withdrawn and outstanding.
GMP Borrower LLC is the owner of a pipeline system (Glass Mountain
Pipeline) transporting crude oil from the Mississippi Lime, Granite
Wash and STACK oilfields to Cushing, OK, where it has storage
capacity and interconnects to major pipeline systems, as well as to
other destinations.
GOODYHOUSE LLC: Unsecured Creditors Owed $247K to Get 5% in Plan
----------------------------------------------------------------
GoodyHouse LLC submitted a Plan and a Disclosure Statement.
The Debtor has downsized from two restaurant locations to one
restaurant location and has become profitable as a result. The
Debtor plans to continue operations as one restaurant, food truck,
and gift basket sales.
Under the Plan, Class 3 Priority Unsecured Claims will be paid in
full at interest over 60 months. Class 3 is unimpaired.
Class 4 General Unsecured Creditors total $247,5699. The General
Unsecured Creditors of the Debtor will receive approximately 5% of
their allowed claims pursuant to the Plan.
All Plan payments will be made from the ongoing revenue of the
Debtor's business from normal business operations.
Counsel for the Debtor:
Christopher M. Frye Date, Esq.
STEIDL AND STEINBERG, P. C.
Suite 2830 – Gulf Tower, 707 Grant Street
Pittsburgh, PA 15219
Tel: (412) 491-3130
E-mail: chris.frye@steidl-steinberg.com
A copy of the Disclosure Statement dated Jan. 20, 2023, is
available at https://bit.ly/3HwlAbD from PacerMonitor.com.
About GoodyHouse LLC
GoodyHouse, LLC operates as a retail restaurant and food truck in
Western Pennsylvania.
GoodyHouse sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Pa. Case No. 22-20975) on May 23, 2022. In the
petition filed by its managing member, Walter Rainey, GoodyHouse
listed assets between $100,000 and $500,000 and liabilities between
$500,000 and $1 million.
Judge Jeffery A. Deller oversees the case.
Christopher M. Frye, Esq., at Steidl and Steinberg, P.C. and Wilke
& Associates serve as the Debtor's legal counsel and accountant,
respectively.
GREELY LAND: Has Deal on Cash Collateral Access Thru Feb 28
-----------------------------------------------------------
Greeley Land, LLC and creditors Pathfinder 501, LLC and Pathfinder
Crismon, LLC advised 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.
The parties agreed the Debtor may use cash collateral to continue
operating its student housing complex in accordance with a budget,
with a 15% variance, from February 1 to 28, 2023.
Pathfinder 501 asserts a senior security interest in all the
Debtor's assets pursuant to a Deed of Trust, Assignment of Rents,
and Security Agreement.
Crismon also asserts an interest in the cash collateral that is
junior to 501's interest pursuant to a Deed of Trust, Assignment of
Rents, and Security Agreement. The Loan matured on November 1,
2021. On October 20, 2022, Pathfinder filed a Complaint and
Verified Ex Parte Motion for Order Appointing Receiver in the
District Court for Weld County, Case No. 2022CV30788.
On October 24, 2022, the State Court appointed Randel Lewis of
Foundation, Ltd. as Receiver. The Receiver did not take possession
of the Property and instead managed the Debtor's cash, working with
the Debtor's property management team. Specifically, the Receiver
did not replace the Debtor's employees so the Debtor has continued
to use its same property management company.
Crismon sought to foreclose on the Property. In accordance with
Colorado law, the foreclosure sale date was set for December 14,
2022 at 10:00 a.m. Before the foreclosure sale, the Debtor filed
for protection under chapter 11 of the Bankruptcy Code and
initiated the bankruptcy case.
The Receiver was not in possession of the Property on the Petition
Date, but he was (and remains) in possession of the Debtor's cash.
On December 19, 2022, the Debtor filed a Motion to Compel Turnover
of Property by the Receiver. There were no objections to the
motion.
Payment of operating expenses is the Debtor's responsibility now
that the Receiver transferred the Debtor's cash back to the Debtor.
The Debtor has confirmed receipt of the Receiver's payment and
deposited the check in its debtor-in-possession bank account.
A copy of the stipulated motion is available at
https://bit.ly/3WOXM7c from PacerMonitor.com.
About Greeley Land, LLC
Greeley Land, LLC, an apartment building operator, filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 22-14864) on Dec. 13, 2022, with $10
million to $50 million in both assets and liabilities.
Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Amalia Y. Sax-Bolder, Esq., at
Brownstein Hyatt Farber Schreck, LLP are the Debtor's bankruptcy
attorneys.
GREER TRANSPORT: Seeks to Use Cash Collateral
---------------------------------------------
Greer Transport LLC asks the U.S. Bankruptcy Court for the Middle
District of Florida, Jacksonville Division, for authority to use
cash collateral in accordance with the budget.
The U.S. Small Business Administration is the only known creditor
to have a valid enforceable security interest in the cash
collateral of the Debtor.
The SBA made a loan to the Debtor in the amount of $500,000, which
is secured by a lien on all of the Debtor's assets, including cash
accounts and accounts receivable, but excluding all trucks and
trailers certificates of title and real property. The lien rights
of the SBA were perfected by filing a UCC-1 Financing Statement
with the Florida Secured Transaction Registry on May 13, 2021.
There are several creditors who have filed a UCC-1 with Florida
Secured Transaction Registry asserting a security interest in the
cash collateral. However, those creditors' claims are either
unenforceable or inferior to the SBA's security interest. Due to
the limited amount of cash collateral on the petition date and the
amount owed to the SBA, they are almost certainly all unsecured
claims.
The creditors with unenforceable or unsecured claims who have filed
a UCC-1 are:
1. Arsenal Funding
2. BizFund
3. Business Capital Providers
4. CT Corporation System
5. Direct Biz Capital
6. DLP Funding LLC
7. Forward Financing
8. Fox Capital Inc.
9. Fund Box
10. Headway Capital
11. Newco
12. Ondeck Capital Inc.
13. Restored 121 Trust
14. Robin Funding Group
15. Speciality Capital
The Debtor proposes as adequate protection that each creditor
holding a security interest in cash collateral be granted a
replacement lien on the cash collateral equal to the amount of
their allowable claim and subject to the same priority as existed
on the petition date.
The Debtor proposes a reporting requirement as additional adequate
protection requiring Debtor to timely file monthly operating
reports with the United States Trustee with a copy being forwarded
to the SBA together with proof of insurance on its collateral.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3XRdpMq from PacerMonitor.com.
The budget provides for total expenses, on a monthly basis, as
follows:
$296,415 for January 2023;
$347,444 for February 2023;
$347,944 for March 2023; and
$317,594 for April 2023.
About Greer Transport LLC
Greer Transport LLC is a family-owned and operated trucking company
based out of Ocala, FL. The Debtor sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00124)
on January 20, 2023. In the petition signed by Charles A. Greer,
member and manager, the Debtor disclosed $437,242 in assets and
$1,696,803 in liabilities.
Judge Jacob A. Brown oversees the case.
Richard A. Perry, Esq., at Richard A. Perry P.A., represents the
Debtor as legal counsel.
GRILLNETICS LLC: Seeks to Hire Allen Barnes & Jones as Counsel
--------------------------------------------------------------
Grillnetics, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Arizona to employ Allen Barnes & Jones, PLC as its
counsel.
The firm will render these services:
(a) advise the Debtor with respect to its duties in the
Chapter 11 case;
(b) represent the Debtor in negotiations and/or litigation
involving creditors and other parties in interest;
(c) attend hearings set by the court on behalf of the Debtor;
and
(d) prepare legal papers.
The hourly rates of the firm's counsel and staff are as follows:
Thomas H. Allen, Member $485
Michael A. Jones, Member $485
Philip J. Giles, Member $400
David B. Nelson, Associate $325
Legal Assistants and Law Clerks $135 - $215
Prior to the petition date, the Debtor paid the firm a retainer of
$24,238.
Philip Giles, a member of Allen Barnes & Jones, 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:
Philip J. Giles, Esq.
David B. Nelson, Esq.
Allen Barnes & Jones, PLC
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Telephone: (602) 256-6000
Facsimile: (602) 252-4712
Email: pgiles@allenbarneslaw.com
dnelson@allenbarneslaw.com
About Grillnetics LLC
Grillnetics LLC, a company that develops custom outdoor kitchens,
filed its voluntary petition for relief under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No.
23-00374) on Jan. 20, 2023. In the petition signed by its manager,
Andrew Mill, the Debtor disclosed up to $1 million in assets and up
to $10 million in liabilities.
Judge Brenda K. Martin oversees the case.
Allen Barnes & Jones, PLC serves as the Debtor's counsel.
GUNITE MASTERS: Gets OK to Hire Baker & Associates as Legal Counsel
-------------------------------------------------------------------
Gunite Masters of Texas, LLC received approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ Baker
& Associates as its legal counsel.
The firm's services include:
a. analyzing the financial situation and rendering advice and
assistance to the Debtor;
b. advising the Debtor with respect to its duties
c. preparing and filing schedules of assets and liabilities,
statements of affairs and legal papers;
d. representing the Debtor at the first meeting of creditors
and such other services as may be required during the course of its
Chapter 11 proceedings;
e. representing the Debtor in all proceedings before the
court and in any other judicial or administrative proceeding where
the rights of the Debtor may be litigated or otherwise affected;
f. preparing and filing a disclosure statement (if required)
and Chapter 11 plan of reorganization; and
g. assisting the Debtor in any matters related to its
bankruptcy case.
The Debtor will compensate Baker & Associates in accordance with
its normal billing practice and will reimburse the firm for
work-related expenses.
The firm received from the Debtor a retainer of $11,738.
Baker & Associates 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:
Reese W. Baker
Baker & Associates
950 Echo Lane, Ste 300
Houston, TX 77024
Tel: (713) 979-2279
Email: courtdocs@bakerassociates.net
About Gunite Masters of Texas
Gunite Masters of Texas, LLC, a Houston-based company, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Texas Case No. 22-33705) on Dec. 12, 2022. In the petition
signed by its chief operating officer, Scott Hebert, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Jeffrey P. Norman oversees the case.
The Debtor tapped Reese W. Baker, Esq., at Baker and Associates as
legal counsel and Wajid Lodhi, a certified public accountant
practicing in Texas.
HALO BUYER: S&P Alters Outlook to Developing, Affirms 'CCC+' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Illinois-based provider
of promotional products and employee recognition solutions Halo
Buyer Inc. to developing from negative and affirmed all ratings on
the company, including its 'CCC+' issuer credit rating.
S&P said, "The developing outlook reflects that we could affirm,
raise, or lower the rating on Halo depending on the company's
ability to sustain positive free operating cash flow (FOCF)
generation and complete a comprehensive refinancing of its capital
structure.
"The outlook revision to developing from negative reflects Halo's
improved operating performance and cash flow generation and our
view that we could raise the rating to 'B-' if it can sustain FOCF
to debt of at least 2% and successfully complete a comprehensive
refinancing of its capital structure. Still, downside risks remain
as the company's revolver ($49 million outstanding as of Sept. 30,
2022) and first-lien term loan ($326 million outstanding) mature in
June of 2024 and 2025, respectively, and the risk of operational
underperformance and free operating cash flow erosion due to our
forecasted 2023 recession could make a timely refinancing at
sustainable interest rates difficult.
"Halo returned to positive FOCF in 2022 on good operating
performance and strong revenue growth, and we forecast modest
positive FOCF in 2023. Halo's revenue grew by over 30% through the
first three quarters of 2022, driven by new business wins and
revenue from acquisitions. FOCF to debt improved to the low single
digits in 2022, and we expect solid cost management and a healthy
backlog will support steady cash flow in 2023, despite deceleration
in revenue growth and higher interest expense as working capital
and capital expenditure (capex) needs remain low.
"S&P Global Ratings expects a shallow recession and an increase in
the unemployment rate in 2023, which could result in a decreased
customer spending. While Halo has long standing relationships with
a diverse customer base, we believe customer spending on
promotional items and employee uniforms will decrease during a
recession with rising unemployment. We forecast a modest decline in
Halo's organic revenue for the first half of 2023, with its
dropship business likely seeing the largest declines. Still, we
expect modest total revenue growth in 2023 due to revenue
contributions from 2022 acquisitions. We expect good cost control
and the realization of synergies from acquisitions resulting in
modest EBITDA growth.
"Despite Halo's positive operating momentum, our 'CCC+' issuer
credit rating reflects its unsustainable capital structure and the
refinancing risk of its large debt maturities. The company's recent
revolver maturity extension by 12 months to June 2024 from June
2023 alleviated imminent maturity risk. However, the company has a
looming maturity wall and a limited track record of generating
positive FOCF. With our forecast for only modest free operating
cash flow generation in 2023, we expect Halo will have about $35
million outstanding on its revolver when it again becomes current
in June of this year. Additionally, the company's first-lien term
loan ($326 million outstanding) will become current in June of 2024
and a $100 million second-lien term loan is due in 2026.
"While increasing interest rates over the past 12 month have
weakened Halo's cash flow generation and reduced our forecasted
cash flow generation in 2023, a comprehensive refinancing of Halo's
outstanding debt could further stress the company's ability to
sustain positive free operating cash flow generation as we expect
terms would likely include higher interest rates.
"We also believe Halo's sponsor, TPG, is closer to the end of its
hold period given its initial investment in 2018, and could seek to
monetize its investment in the near future, which could delay
refinancing of the capital structure.
"The developing outlook reflects that we could affirm, raise, or
lower the rating on Halo depending on the company's ability to
generate positive free operating cash flow and complete a
comprehensive refinancing of its capital structure."
S&P could raise its ratings if:
-- Halo appears likely to sustain positive FOCF generation, with
FOCF to debt above 2%;
-- The company demonstrates that it can refinance all of its debt
instruments at par in a timely manner;
-- S&P deems the company's liquidity as adequate.
-- S&P could lower its ratings if a default or distressed exchange
appears inevitable within 12 months, absent unanticipated positive
developments.
Environmental, Social, And Governance
ESG credit indicators: E-2, S-2, G-3
ESG factors have an overall negligible influence on S&P's ratings
for Halo. The G-3 indicator reflects governance factors for most
rated entities owned by private-equity sponsors.
HANJRA TRUCKING: Gets OK to Hire Kamini Fox as Legal Counsel
------------------------------------------------------------
Hanjra Trucking, Inc. received approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Kamini Fox,
PLLC to substitute for the Law Offices of Charles Wertman P.C.
The firm's services include:
(a) representing the Debtor in all aspects of its Subchapter V
case;
(b) preparing legal documents;
(c) advising the Debtor of its responsibilities and duties in
the continued management and operation of its financial affairs,
and ensuring that it complies with its responsibilities;
(d) appearing at meetings and court hearings;
(e) representing the Debtor in actions to protect and preserve
its estate, including the prosecution of actions on its behalf, the
defense of any actions commenced against the estate, negotiations
concerning all litigation in which the Debtor may be involved and
objections to claims filed against the estate;
(f) assisting the Debtor in formulating and negotiating a plan
of reorganization; and
(g) other necessary legal services.
The firm will charge $425 per hour for the services of its
attorneys and $125 to $150 per hour for paralegal services.
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The retainer fee is $10,000.
Kamini Fox, Esq., 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:
Kamini Fox, Esq.
Kamini Fox, PLLC
825 East Gate Blvd., Suite 308
Garden City, NY 11530
Tel: (516) 493-9920
Email: kamini@kfoxlaw.com
About Hanjra Trucking
Hanjra Trucking, Inc. is a licensed and bonded freight shipping and
trucking company running freight hauling business. The company is
based in Westbury, N.Y.
Hanjra Trucking filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-72237) on Aug. 29, 2022, with between $1 million and $10 million
in both assets and liabilities. Salvatore LaMonica has been
appointed as Subchapter V trustee.
Judge Robert E. Grossman oversees the case.
The Debtor is represented by Kamini Fox, Esq., at Kamini Fox, PLLC.
HANSABEN INVESTMENT: City of Fairfield Wants Plan Clarified
-----------------------------------------------------------
The City of Fairfield filed a statement in response to Poppy Bank's
Creditor's First Amended Chapter 11 Plan.
The City supports the Plan and the payment of its unpaid priority
TOT tax claim as proposed in Article IV, section 4.1 of the Plan.
The amount of the City's unpaid priority TOT claim is currently
estimated at the amount of $422,912, with portions of that amount
being estimated because the Debtor did not report its gross
receipts to the City for the missing quarters.
However, the timing of the payment to the City in the event of a
sale lacks specificity.
Accordingly, the City requests that the Plan clarify and include
that the City's unpaid priority TOT claim, and any outstanding
administrative and post-confirmation TOT taxes due to the City,
shall be paid to the City at the time of closing of any Sale
Transaction out of escrow. Such language will insure that the City
will receive payment of its claim at the time of any sale as
contemplated by the Plan.
Attorneys for the City of Fairfield:
Zev Shechtman, Esq.
Aaron E. De Leest, Esq.
DANNING, GILL, ISRAEL & KRASNOFF, LLP
1901 Avenue of the Stars, Suite 450
Los Angeles, California 90067-6006
Telephone: (310) 277-0077
Facsimile: (310) 277-5735
E-mail: zs@DanningGill.com
adeleest@DanningGill.com
About Hansaben Investments
Hansaben Investments, LLC, owns the 60-room franchised La Quinta
Inn and Suites located at 316 Pittman Road, Fairfield, CA. The
entity is owned by the Patel Family, and Hitesh Patel is the
manager.
Hansaben Investments sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-30258) on May 25,
2022. In the petition filed by Hitesh Patel, manager, the Debtor
disclosed $10,030,061 in assets and $8,330,389 in liabilities.
Judge Dennis Montali oversees the case. Thomas Willoughby, Esq., at
Felderstein Fitzgerald Willoughby Pascuzzi Rios LLP, is the
Debtor's counsel.
Two other affiliates controlled by the Patel family have sought
Chapter 11 protection: Prithvi Investments, LLC, and Rudra
Investments, LLC.
HEALTHCHANNELS INTERMEDIATE: $385M Debt Trades at 25% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Healthchannels
Intermediate Holdco LLC is a borrower were trading in the secondary
market around 75.4 cents-on-the-dollar during the week ended
Friday, January 27, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $385 million facility is a Term loan that is scheduled to
mature on April 3, 2025. The amount is fully drawn and
outstanding.
Headquartered in Fort Lauderdale, Fla., HealthChannels provides
medical scribing services to hospitals and physician staffing
companies. HealthChannels is majority-owned by private equity firm
Vesey Street Capital Partners, LLC.
HERITAGE POWER: $61.1M Bank Debt Trades at 65% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Heritage Power LLC
is a borrower were trading in the secondary market around 34.6
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $61.1 million facility is a Term loan that is scheduled to
mature on August 2, 2026. The amount is fully drawn and
outstanding.
Heritage Power LLC is an electric utility company in McAllen,
Texas.
HOLLOWAY CROSSING: Taps Capital Properties Group as Broker
----------------------------------------------------------
Holloway Crossing, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Capital
Properties Group, LLC as its real estate broker.
The Debtor requires a real estate broker to:
(a) conduct on-site appraisal inspections of the Debtor's
property, research the real estate markets for relevant and current
market data, market and locate a purchaser for the property; and
(b) testify at any hearing or any deposition regarding its
work product.
The broker will receive a total fee of 4 percent of the property's
sale price. If the sale occurs with an outside broker, 6 percent of
the sale price will be split with the purchaser's broker.
Ed Lee, owner of Capital Properties Group, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ed Lee
Capital Properties Group, LLC
1266 W. Paces Ferry Road, Suite 643
Atlanta, GA 30327
Telephone: (404) 233-8450
Facsimile: (404) 233-8453
Email: capitalpropertiesgroup@gmail.com
About Holloway Crossing
Holloway Crossing, LLC is a single asset real estate (as defined in
11 U.S.C. Sec. 101(51B)).
Holloway Crossing sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-56865) on Aug. 31,
2922. In the petition filed by its manager, Karen Mullins, the
Debtor reported assets between $1 million and $10 million and
liabilities of $100,000 and $500,000.
The Debtor is represented by Leon S. Jones of Jones & Walden, LLC.
HOMER CITY: $145M Bank Debt Trades at 38% Discount
--------------------------------------------------
Participations in a syndicated loan under which Homer City
Generation LP is a borrower were trading in the secondary market
around 62.4 cents-on-the-dollar during the week ended Friday,
January 27, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $145 million facility is a Term loan that is scheduled to
mature on April 6, 2023. About $137 million of the loan is
withdrawn and outstanding.
Homer City Generation L.P. is a special purpose company that owns a
1,884 MW coal-fired plant in Homer City, PA.
IKON WEAPONS: Conversion or Dismissal of Case Sought
----------------------------------------------------
Bankruptcy Administrator William P. Miller has asked a bankruptcy
court to convert the Chapter 11 proceedings of Ikon Weapons, LLC,
to a liquidation under Chapter 7 of the Bankruptcy Code. In the
alternative, Miller asks the Court to dismiss it.
The Hon. Benjamin A. Kahn will consider the request at a hearing
for Feb. 23, 2023, at 9:30 a.m. in Greensboro, N.C.
The Debtor filed a Plan of Reorganization on Nov. 28. However, in
open court on Jan. 24, the Debtor indicated it would not seek
confirmation of the Plan, and the Court denied confirmation in open
court, without prejudice to the filing of a new plan by March 2.
The Debtor has yet to file a new plan.
In seeking conversion or dismissal, the Bankruptcy Administrator
argued there appears to be no reasonable likelihood of
rehabilitation in this case. The Debtor's actual income has
consistently fallen well short of its projections, and the Debtor's
manager, Suliban Deaza, has testified that the Debtor has lost the
business of one of its customers, Classic Firearms, since the
petition date. Furthermore, the Debtor has been unable to obtain a
commitment or further deposit from Black Rain Ordinance to
manufacture firearms using the parts supplied by AC Unity -- and
indeed, Mr. Deaza has testified that the Debtor has not yet
acquired certain parts required to perform under its agreement with
Black Rain if and when Black Rain does commit to proceeding; the
Serbian government has not yet cleared any firearms for export to
the United States, rendering the Debtor unable to perform under
contract 1 with Palmetto State Armory or otherwise realize any
value for those guns; and the Debtor has not obtained a refund from
Izop-K of the amounts paid on contract 2 with Palmetto State
Armory. One or more of these developments, as the Debtor has
conceded, is necessary to generate the income required to fund
future operations and any plan of reorganization; but none of them
has materialized.
The Bankruptcy Administrator pointed out the Debtor's monthly
operating reports show negative net cash flow in the amount of
$35,721.04 in September; negative net cash flow in the amount of
$58,090.62 in October; and negative net cash flow in the amount of
$63,960.36 in November. Only in the month of December has the
Debtor reported positive net cash flow, in the amount of
$25,043.52. In addition, the monthly operating reports show the
Debtor's cash on hand has diminished from $270,829.04 on the
petition date to $138,100.54 at the end of December. The Debtor's
monthly reporting demonstrates substantial or continuing loss to or
diminution of the estate.
The Debtor hopes to enter into an asset purchase agreement with a
third party, Rodney Tucker, that would form the basis of an amended
plan of reorganization or liquidation. The Bankruptcy
Administrator said the Debtor so far has no commitment from Mr.
Tucker, and any plan scenario involving his participation is
speculative. Despite its continued optimism, the Bankruptcy
Administrator said the Debtor's projections for future income and
its hopes for a "white knight" rescue appear to be merely
speculative at this point, and the Debtor's business prospects do
not justify continuance of the reorganization effort -- especially
given the expedited timeframe of subchapter V.
The Bankruptcy Administrator said it has been unable to verify that
the Debtor has sufficient insurance coverage on the contents of
three containers that are located at the Debtor's Albemarle
facility and which Mr. Deaza has previously testified have a retail
value of approximately $1.2 million. The Debtor has coverage on the
building itself, but the policy does not cover contents. Given
their value, the Bankruptcy Administrator believes the failure to
ensure coverage in the event of damage or loss to or theft of the
contents of these containers poses a risk to the estate, and that
cause exists to convert or dismiss the case under 11 U.S.C. section
1112(d)(4)(C).
The Bankruptcy Administrator is informed and believes that the
Debtor has not paid excise taxes on its sales of firearms since the
petition date. To the extent the Debtor has failed to pay any taxes
owed or file any tax return due after the date of the order for
relief, additional cause for conversion or dismissal exists under
section 1112(d)(4)(I). In addition, failure to pay post-petition
taxes presents cause to convert or dismiss for gross mismanagement
under section 1112(b)(4)(B).
The Bankruptcy Administrator further contends the Debtor's failure
to confirm a plan on the expedited time frame of subchapter V may
constitute additional, unenumerated cause to convert or dismiss
this case based upon undue delay that is prejudicial to creditors.
The Bankruptcy Court previously authorized Ikon Weapons to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance, and set further hearing on the matter for Jan. 24
at 9:30 a.m.
The Debtor sought access to cash collateral to maintain its
viability as a business.
The U.S. Small Business Administration asserts an interest in the
cash collateral, pursuant to UCC-1 Financing Statement No.
20210051331K identifying all the Debtor's tangible and intangible
property as collateral. The SBA has filed Proof of Claim 2-1 in the
Debtor's case asserting a fully secured claim in the amount of
$53,972.
The Debtor scheduled Geneva Capital as a secured creditor pursuant
to UCC-1 Financing Statement No. 20220017618M identifying certain
equipment as collateral. Geneva Capital has filed Proof of Claim
3-1 in the Debtor's case asserting an unsecured claim in the amount
of $995 for amounts due under a lease.
PSA asserts an ownership interest in the Debtor's property
including accounts and inventory, which the Debtor disputes,
pursuant to a constructive trust claim, among other claims, which
has been asserted in an Adversary Proceeding No. 22-03041, Palmetto
State Armory, LLC v. IKON Weapons, LLC. PSA has not filed a UCC-1
Financing Statement with respect to any of the Debtor's property.
To the extent any creditor has an interest in cash collateral,
including, but not limited to, the SBA, the Court order held that
that creditor is granted a replacement lien or other property
interest under section 361 of the Bankruptcy Code to the extent of
the diminution in value of cash collateral caused by the Debtor's
use of cash collateral, to the same extent and with the same
priority in postpetition property, and the proceeds thereof, that
such creditor held in pre-petition property.
According to the order, the Debtor's obligations are continuing in
nature, will survive the term of the Order, and will remain in
effect until the earliest of:
a. The entry of a final order authorizing the use of cash
collateral;
b. January 24, 2023;
c. The entry of a further interim order authorizing the use of
cash collateral;
d. The entry of an order denying or modifying the use of cash
collateral;
e. The effective date of any confirmed plan in the case;
f. Conversion of the case to another chapter of the Bankruptcy
Code or removal of Debtor from possession;
g. The entry of further orders of the Court regarding the
subject matter hereof;
h. Dismissal of the proceeding; or
i. Occurrence of an event of default that is not timely
cured.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3iUXNZk from PacerMonitor.com.
The budget provides for total expenses, on a weekly basis, as
follows:
$14,565 for the week ending January 16; and
$19,565 for the week ending January 24.
The Bankruptcy Administrator has objected to the Debtor's request
for continued access to Cash Collateral.
About Ikon Weapons, LLC
Ikon Weapons, LLC operates as weapon manufacturer, purchaser, and
importer. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-30424) on Sept. 2,
2022. In the petition signed by Suliban Deaza, member manager, the
Debtor disclosed up to $10 million in both assets and liabilities.
The Honorable J. Craig Whitley transferred the case to the U.S.
Bankruptcy Court for the Middle District of North Carolina (Bankr.
M.D.N.C. Case No. 22-10507) by order dated Oct. 3, 2022. Judge
Benjamin A. Kahn now oversees the case.
The Debtor has elected to proceed under Subchapter V of the
Bankruptcy Code. Ashley S. Rusher is serving as the Subchapter V
Trustee.
John C. Woodman, Esq., at Essex Richards, P.A. is the Debtor's
counsel.
ISCM HOLDINGS: Unsecureds Get Proceeds of New Value Contribution
----------------------------------------------------------------
ISCM Holdings, LLC and Inpatient Care Management Company, LLC,
submitted a Second Amended Joint Plan of Reorganization.
The Debtors shall continue as the Reorganized Debtors, with ISCM
acting as a holding company for Inpatient Care, and Inpatient Care
continuing to provide management services to the Managed Practices.
The Plan provides for the payment of the Secured Claims of Zions
over time, and provides for distributions to holders of certain
Unsecured Claims from the proceeds of the New Value Contribution.
The Plan provides for the issuance of the Reorganized Debtors
Interests in exchange for the New Value Contribution.
"New Value Contribution" means the amount, equal to $50,000 plus
the amount necessary to satisfy the amounts of Allowed Professional
Administrative Expense Claims net of any retainer funds, to be paid
on or before the Effective Date by the New Value Contributors in
exchange for the issuance of the Reorganized Debtors Interests.
Under the Plan, Class 4 consists of all Allowed Unsecured Claims
not otherwise classified in the Plan. Holders of Allowed Class 4
Unsecured Claims shall be paid on account of their Allowed
Unsecured Claims their Pro Rata Share of $50,000, equal to the
amount of the New Value Contribution. Payments to the Holders of
Allowed Class 4 Unsecured Claims shall be made as soon as
practicable after the occurrence of the Effective Date, and shall
be made in accordance with Article 9 of the Plan. Class 4 is
impaired.
Class 5 consists of all Allowed Unsecured Claims of IT. In
consideration of its (a) agreeing to the assumption of the
executory contact between Inpatient Care and IT on the same terms
as existed under the Prepetition agreement between Inpatient Care
and IT, (b) waiving any other Cure Claim against Inpatient Care or
any Claims against ISCM or the Managed Practices, and (c) making
the IT Agreement non-terminable for the two-year period following
the Petition Date, IT shall be paid a total of $6,000, payable in
three equal annual installments payable starting on the first
anniversary of the Effective Date. Class 5 is impaired.
Class 6 consists of all Allowed Insider Unsecured Claims, including
but not limited to Intercompany Claims. affected by the Plan.
Holders of Insider Unsecured Claims shall not be entitled to any
Distributions until Holders of Allowed Claims have received all
payments provided for under the Plan. Class 6 is impaired.
Attorneys for the Debtors:
Daniel R. Fogarty, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Tel: (813) 229-0144
Fax: (813) 229-1811
E-mail: dfogarty@srbp.com
A copy of the Second Amended Joint Plan of Reorganization dated
Jan. 20, 2023, is available at https://bit.ly/3XOVkhP from
PacerMonitor.com.
About ISCM Holdings, LLC
InPatient Care Management Company, LLC, a wholly owned subsidiary
of ISCM Holdings, LLC, is a physician management company that
provides management and administrative services including billing
and collection services, financial management services, contracting
services, and day-to-day business operating services for surgical
practices in the medical staffing industry. Management provides
these services to a number of physician practices in the medical
staffing industry, including The Surgicalist Group, PLLC and
others, in exchange for a management fee.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Lead Case No 22-03601) on
September 1, 2022. In the petition signed by Mit Desai, MD, chief
executive officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Roberta A. Colton oversees the case.
Daniel R. Fogarty, Esq., at Stichter, Riedel, Blain & Postler, P.A
is the Debtor's counsel.
JAF 27 LLC: Seeks to Amend Chapter 11 Plan
------------------------------------------
JAF 27, LLC, asks the Court to conditionally find that the Amended
Plan provides holders of claims and other parties with sufficient
disclosures, fix a Plan objection deadline, and schedule a
confirmation hearing in March 2023.
After the Chapter 11 Plan Status Conference on Dec. 21, 2022, it
became necessary to modify certain portions of the Chapter 11 Plan
filed on Dec. 6, 2022. The First Amended Chapter 11 Plan reflects
these modifications.
The Court has set a hearing on March 9, 2023, at 11:30 a.m. to
consider a scheduling order for the solicitation and confirmation
of the Plan.
Counsel for the Debtor:
Christopher L. Murray, Esq.
MURRAY LAW FIRM, P.C.
246 Walnut Street, STE 102
Sudbury, MA 02460
Tel: (978) 579-9800
E-mail: Chris@danielmurraylaw.com
About JAF 27 LLC
JAF 27, LLC is a Tewksbury, Mass.-based company engaged in renting
and leasing real estate properties.
JAF 27 filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mass. Case No. 22-40648) on Sept. 7,
2022, with between $1 million and $10 million in both assets and
liabilities. Steven Weiss serves as Subchapter V trustee.
Judge Elizabeth D. Katz oversees the case.
Christopher Murray, Esq., at Murray Law Firm, P.C., is the Debtor's
legal counsel.
JAF 27 LLC: Unsecureds' Plan Recovery to Depend on Property Sales
-----------------------------------------------------------------
JAF 27 LLC submitted a First Amended Chapter 11 Plan of
Reorganization.
On Jan. 2, 2023, the Debtor executed a purchase and sale agreement
(the "P&S") to sell 175 Dalton for $400,000 (the "Purchase Price").
On Jan. 19, 2023, the Debtor filed a Motion (the "Sale Motion")
seeking authority to sell the Property pursuant to P&S (the "Sale")
free and clear, pursuant to 11 U.S.C Sec. 363(f) to Lawrence Carney
(the "Buyer"). As set forth more fully in the Sale Motion and its
Exhibits, the P&S provided for $500 deposit, no financing
contingency and a closing date of Feb. 15, 2023, (the "Closing").
The Motion is currently pending decision of this court.
Both pre-petition and post-petition, the Debtor obtained the
assistance of a Real Estate Broker to market and sell 621 Central
and 44 Billerica. Currently, there is no pending offer or potential
buyer for either of these properties, but the Debtor and Broker are
actively attempting to sell the two properties. Since filing its
petition for relief under Chapter 11, the Debtor has received
$23,400 in rental income from the tenant of 621 Central. At the
time of the filing of this Plan there is $13,800 in outstanding
rent due of 621 Central.
The proceeds from the Sale, along with the eventual sale of 621
Central and 44 Billercia, will be the primary source of funding the
Plan. The Debtor will be receiving rental income from tenants 621
Central on the 1st of each month until the Sale, and this income
will also be a source of funding the Plan.
Under the Plan, Class 2 General Unsecured Claims total $127,851.
Each holder of a General Unsecured Claim shall receive a pro-rata
share of an unsecured pot of funds sourced from the proceeds of any
of Debtor's property sales where funds remain after paying all
secured claims of that respective property in full. Class 2 is
impaired.
This Plan will be funded from the Sale of the Debtor's three
properties, cash on hand and rental revenue from tenants of 621
Central. Upon the closings of the sales for each Property, the
Debtor shall use the sale proceeds to pay creditors in accordance
with Article 4. The Debtor will continue to operate in the
ordinary course of business until the sale of all three Properties.
Pursuant to Sec. 1190(2) of the Bankruptcy Code, the Plan provides
for the submission of all or such portion of the future earnings of
the Debtor as is necessary for the execution of the Plan.
A copy of the First Amended Chapter 11 Plan of Reorganization dated
Jan. 20, 2023, is available at https://bit.ly/3Xv5og5 from
PacerMonitor.com.
About JAF 27 LLC
JAF 27, LLC is a Tewksbury, Mass.-based company engaged in renting
and leasing real estate properties.
JAF 27 filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mass. Case No. 22-40648) on Sept. 7,
2022, with between $1 million and $10 million in both assets and
liabilities. Steven Weiss serves as Subchapter V trustee.
Judge Elizabeth D. Katz oversees the case.
Christopher Murray, Esq., at Murray Law Firm, P.C., is the Debtor's
legal counsel.
JORGABY FREIGHT: Unsecureds Will Get 100% with Interest in Plan
---------------------------------------------------------------
Jorgaby Freight Services, LLC, and its Affiliated Debtors submitted
a Third Amended Plan of Reorganization under Subchapter V dated
January 24, 2023.
The Plan proposes fair and equitable treatment to all creditors and
proposes to return 100% of allowed claims at interest with a total
of disbursements during the Plan term, including payments on
obligations which have a term exceeding the term of the Plan, of
$2,048,065.
The Plan Proponent's financial projections show that the Debtors
will have projected disposable income of $2,943,414.00. After
payment of administrative, priority and secured claims Debtor
projects that it will have funds sufficient to pay 100% of claims
and end the Plan with funds on deposit.
The final Plan payment is expected to be paid on February 1, 2028.
The projections attached as exhibit to this Plan are based upon
certain assumptions. The Projections assume that the allowed
secured Class 2F counsel fees are $30,000 or less and the total of
allowed fees under 506(b) are less than $60,000. These projections
assume that broker prices for available freight loads will adjust
to the market to keep placements of available freight competitive
and fulfilled. The projections reflect an inflation rate in
revenues of 4% per annum and an increases in labor costs, adjusted
every 6 months in the projections, of 6% per annum.
Finally, projections assume that the company is able to continue
utilizing equipment without maintenance and repair costs exceeding
the reasonable cost of replacement. Re-amortization of existing
credit facilities under the plan are at marketable rates and terms.
The Plan assumes that even if any particular unit of rolling stock
is cycled out, with concomitant payment of any secured interest
therein, the debtors will obtain replacement rolling stock at
comparable amortization levels to keep the productive equipment
fleet fully operational.
This Plan of Reorganization proposes to pay creditors of the Debtor
from continued operation of Debtors freight hauling business.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. This Plan provides for
full payment of administrative expenses and priority claims.
Class 1A consists of Priority Claims. Unless the holder and the
Debtor agree upon a less favorable treatment, holders of Class 1A
claims shall be in full in cash as of the latter of the effective
Date of the Plan or the date upon which a final non appealable
order has been entered allowing the claim of the holder. Attorney
Donald Wyatt PC has agreed to accept payment of its final allowed
amount (depicted herein at an estimated $92,000) in payments over
12 months with interest at 3.75%. The holders of Class 1A Claims
are Unimpaired.
Class 1B consists of Ad Valorem Taxes Secured - Non Priority Claim.
Unless the holder and the Debtor agree upon a less favorable
treatment, holders of Class 1B claims shall be paid in full in cash
on the effective date of the Plan. Notwithstanding anything in this
Plan or the Confirmation Order to the contrary, any and all tax
liens securing the prepetition and postpetition ad valorem taxes of
Montgomery County are retained. Montgomery County's allowed tax
claim shall accrue interest at the rate of 12% per annum from the
Petition Date until the tax debt is paid in full pursuant to
applicable non-bankruptcy laws. The Debtor shall pay all
postpetition taxes (tax year 2023 and subsequent) owed to
Montgomery County in the ordinary course of business and prior to
delinquency under Texas law.
Class 2 consists of the Truist RE Claim. Unless the holder and the
Debtor agree upon a less favorable treatment, holders of Class 2
claims shall be paid through the issuance of a Promissory Note,
secured by a Deed of Trust, and Vehicle Security Agreement on
commercially reasonable terms consistent with this Plan agreeable
between the Debtor and the Holder of the Class 2 claim providing
for payment of the allowed secured amount of the Class 2 claims in
monthly installments over a term of 180 months at the Long Term
Real Estate Interest Rate. The Note shall provide for a payment in
the 61st month of the accrued unpaid balance of the note in full.
The titled Vehicles that constitute collateral in this Class shall
continue to be collateral for the allowed secured claims of this
class. The Class 2 holder shall also be paid the accumulated
balance of rents received during the administration of this Chapter
proceeding on the effective date of the Plan, which shall be
deducted from the balance of the allowed secured claim of this
Class on said date. The holders of Class 2 Claims are Impaired.
Class 2A consists of BMO Harris PMSI Claim. Unless the holder and
the Debtor agree upon a less favorable treatment, holders of Class
2A claims shall be paid in monthly installments sufficient to
amortize the allowed secured amount of the Class 2A claim together
with interest thereon at the Commercial Vehicle Interest Rate in
installments equal in number to the term of this Plan. The holder
of this Class of Claims shall continue to hold, and shall be
construed as having been granted, a substitute lien on the
collateral as existed on the Commencement Date of the case with the
same priority. The Class 2A holder shall also be paid the
accumulated balance of adequate protection payments promised during
the administration of this Chapter proceeding on the effective date
of the Plan in the amount of $18,787.21 per month for each month
between Commencement and the Effective Date of the Plan, which
shall be deducted from the balance of the allowed secured claim of
this Class on said date. The holders of Class 2A Claims are
Impaired.
Class 2B consists of the Wells Fargo PMSI Claim. Unless the holder
and the Debtor agree upon a less favorable treatment, holders of
Class 2B claims shall be paid in monthly installments sufficient to
amortize the allowed secured amount of the Class 2B claim together
with interest thereon at the Commercial Vehicle Interest Rate in
installments equal in number to the term of this Plan. The holder
of this Class of Claims shall continue to hold, and shall be
construed as having been granted, a substitute lien on the
collateral as existed on the Commencement Date of the case with the
same priority. The holders of Class 2B Claims are Impaired.
Class 2C consists of Bryn MAWR PMSI Claim. Unless the holder and
the Debtor agree upon a less favorable treatment, holders of Class
2C claims shall be paid in monthly installments sufficient to
amortize the allowed secured amount of the Class 2C claim together
with interest thereon at the Commercial Vehicle Interest Rate in
installments equal in number to the term of this Plan. The holder
of this Class of Claims shall continue to hold, and shall be
construed as having been granted, a substitute lien on the
collateral as existed on the Commencement Date of the case with the
same priority. The holders of Class 2C Claims are Impaired.
Class 2D consists of Daimler PMSI Claim. Unless the holder and the
Debtor agree upon a less favorable treatment, holders of Class 2D
claims shall be paid in monthly installments sufficient to amortize
the allowed secured amount of the Class 2D claim together with
interest thereon at the Commercial Vehicle Interest Rate as defined
herein in installments equal in number to the term of this Plan.
The holder of this Class of Claims shall continue to hold, and
shall be construed as having been granted, a substitute lien on the
collateral as existed on the Commencement Date of the case with the
same priority. The Class 2D holder shall also be paid the
accumulated balance of rents received upon one tractor during the
administration of this Chapter proceeding on the effective date of
the Plan in in amount of $3,105.50 per month, which shall be
deducted from the balance of the allowed secured claim of this
Class on said date. The holders of Class 2D Claims are Impaired.
Class 2E consists of Banc of America - Volvo PMSI Claim. Unless the
holder and the Debtor agree upon a less favorable treatment,
holders of Class 2E claims shall be paid in monthly installments
sufficient to amortize the allowed secured amount of the Class 2E
claim together with interest thereon at the Commercial Vehicle
Interest Rate as defined herein in installments equal in number to
the term of this Plan. The holder of this Class of Claims shall
continue to hold, and shall be construed as having been granted, a
substitute lien on the collateral as existed on the Commencement
Date of the case with the same priority. The Class 2E holder shall
also be paid the accumulated balance of adequate protection
payments promised during the administration of this Chapter
proceeding on the effective date of the Plan in the amount of
$2,923.55 per month for each month between Commencement and the
Effective Date of the Plan, which shall be deducted from the
balance of the allowed secured claim of this Class on said date.
The holders of Class 2E Claims are Impaired.
The Class 2F claim of TBS Factoring Service, LLC will paid in
accordance with the provisions of the Accounts Receivable Purchase
Agreement, dated June 25, 2012, as modified and amended, including
its embedded first lien security interest in the Debtor's non-real
estate assets, the Agreement for Factored Payments Received by
Client, and the filed UCC-1 financing statements, in effect on the
Petition Date for Jorgaby Freight Services, LLC (the "Lending
Documents"), as such Lending Documents are modified, assumed,
allowed, and continued in effect by the Agreed Final Order: (1)
Authorizing Use of Cash Collateral; (2) Approving Debtor in
Possession Financing; (3) Granting Replacement Liens, a
Super-priority Administrative Claim, and other Relief to TBS
Factoring Service, LLC, as Debtor in Possession Lender, entered on
October 3, 2022 (the "Final DIP Financing and Cash Collateral
Order"), as such Final DIP Financing and Cash Collateral Order was
renewed and extended by that certain Notice of Consent to Extend
Cash Collateral Order, filed on December 1, 2022.
On the Effective Date of the Plan, the factoring discount rate paid
by the Debtor to TBS for factored accounts shall revert to the
pre-petition rate for any accounts purchased by TBS after such
Effective Date. The Class 2F claim is over-secured, and TBS is
entitled to reasonable attorneys' fees and cost in accordance with
the Lending Documents, the Final DIP Financing and Cash Collateral
Order, as renewed and extended, and the provisions of 11 U.S.C. §
506(b). The Debtor shall pay TBS's Court approved attorneys' fees
and expenses in 3 equal monthly installments, beginning on the
first day of the calendar month following the approval of TBS's fee
application. The Class 2F Claim is Impaired.
Class 3 consists of Unsecured Claims and Under Secured Claims.
Unless the Holders and the Debtor, or any singular of the holders,
should agree upon a less advantageous treatment, the Class 3 Claims
shall be paid from the projected Disposable Income of the Debtor on
a monthly basis after the payment of all Claims pursuant to
Unclassified Claims through Class 2F. Payments shall be made
directly by the Debtor in an amount sufficient to amortize the
allowed amount of the Claim together with interest thereon at 1%
per annum. The Class 3 claims are impaired and are entitled to vote
on the Plan.
Within 30 days of the effective date, The Debtors will convey all
assets to Jorgaby Freight Services, LLC by instruments pursuant to
applicable non-bankruptcy law and provide each holder of an allowed
secured claim with a commercially reasonable security agreement and
other documents necessary to provide for perfection of said
interest within the parameters set forth in respect of each class
of claims under this Plan.
Jorgaby Freight Services, LLC will continue to operate the Trucking
business to produce revenues sufficient to fund the plan.
A full-text copy of the Third Amended Plan dated January 24, 2023
is available at https://bit.ly/3Du15JX from PacerMonitor.com at no
charge.
Counsel for Debtors:
Donald L. Wyatt, Jr., Esq.
Donald Wyatt PC
431 Nursery Road
The Woodlands, TX 77380
Telephone: (281) 419-8733
Facsimile: (281) 419-8703
Email: don.wyatt@wyattpc.com
About Jorgaby Freight Services
Jorgaby Freight Services LLC, a trucking services provider, filed a
voluntary petition for relief under Subchapter V of Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-32608) on Sept.
5, 2022. In the petition filed by Magdiel Herrera, as chief
operating officer, Jorgaby Freight disclosed between $1 million and
$10 million in assets and between $100,000 and $500,000 in
liabilities. Jarrod B. Martin has been appointed as Subchapter V
trustee.
Judge Jeffrey P. Norman oversees the case.
Donald Wyatt, Jr., Esq., at Donald Wyatt PC, serves as the Debtor's
counsel.
K&L EXCAVATING: Court OKs Final Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana, New
Albany Division, authorized K&L Excavating, LLC to use cash
collateral on a final basis in accordance with the budget.
The Debtor requires the use of cash collateral to operate its
business in the ordinary course of business or maintain its
property.
As previously reported by the Troubled Company Reporter, the Debtor
has performed a preliminary investigation and analysis of UCC
filings, and based upon that investigation, believes -- and without
waiver of rights to challenge the validity, priority, and extent of
the liens -- that the following parties may assert a lien on the
Debtor's cash collateral:
a. First National Bank of Carmi, successor-in-interest to
Heritage State Bank;
b. Commercial Credit Group Inc.;
c. First Corporate Solutions, as Representative;
d. CHTD Company;
e. Corporation Service Company, as Representative;
f. Samson Horus; and
g. U.S. Small Business Administration.
As adequate protection, the Secured Creditors are granted a
replacement lien 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.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3JsMuT4 from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$8,674 for the week ending January 1, 2023;
$17,770 for the week ending January 8, 2023;
$8,762 for the week ending January 15, 2023;
$9,147 for the week ending January 22, 2023; and
$11,831 for the week ending January 29, 2023.
About K&L Excavating LLC
K&L Excavating LLC is a privately owned excavating contractor. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Ind. Case No. 22-91144) on December 14, 2022. In
the petition signed by Kenneth D. Martin II, member, the Debtor
disclosed up to $100,000 in assets and up to $10 million in
liabilities.
Judge Andrea K. McCord oversees the case.
John Allman, Esq., at Hester Baker Krebs, LLC, is the Debtor's
legal counsel.
LACHAETINERIA LLC: Taps Christian Burwell as Real Estate Agent
--------------------------------------------------------------
Lachaetineria, LLC received approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Christian Burwell &
Associates, Realty Atlanta Midtown LLC as real estate agent.
The firm will market and sell the Debtor's real property located at
2756 Calloway Court, Duluth, Ga.
The firm will be paid a commission of 6 percent of the gross sales
price.
Christian Burwell, a partner at Christian Burwell & 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:
Christian Burwell
Christian Burwell & Associates,
Realty Atlanta Midtown LLC
1420 Peachtree Street NE Ste 100
Atlanta, GA 30309
Tel: (404) 750-2827
Fax: (404) 604-3101
About Lachaetineria LLC
Lachaetineria, LLC is a single asset real estate (as defined in 11
U.S.C. Sec. 101(51B)). The company's principal asset is located at
2756 Calloway Court Duluth, Ga.
Lachaetineria filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-59772) on Dec. 2,
2022. In the petition filed by its manager, LaShonda Rawls, the
Debtor reported between $1 million and $10 million in both assets
and liabilities.
Judge Lisa Ritchey Craig oversees the case.
The Debtor is represented by Leslie M. Pineyro, Esq., at Jones and
Walden, LLC.
LANNETT CO: All Five Proposals Passed at Annual Meeting
-------------------------------------------------------
At the Annual Meeting of Stockholders of Lannett Company, Inc., the
stockholders:
(1) elected Patrick G. LePore, John C. Chapman, Timothy C. Crew,
David Drabik and Dr. Melissa Rewolinski to serve as members of the
Company's board of directors until the Company's next Annual
Meeting of Stockholders or until their respective successors have
been duly elected and qualified;
(2) ratified the appointment of Grant Thornton, LLP as
independent auditors;
(3) approved, on a non-binding advisory basis, the Fiscal 2022
compensation of the Company's named executive officers;
(4) approved a proposed amendment to the Company's Certificate
of Incorporation to effect a reverse stock split of the Company's
issued and outstanding shares of common stock, par value $0.001 per
share at a ratio of between 1-for-3 and 1-for-5, inclusive, which
ratio will be selected at the sole discretion of the Board of
Directors at any whole number in the above range, and, if and when
the reverse stock split is effected, a corresponding reduction in
the number of authorized shares of the Company's Common Stock by
the selected Reverse Stock Split ratio; and
(5) approved one or more adjournments of the Annual Meeting to a
later date or dates if necessary or appropriate to solicit
additional proxies if there are insufficient votes to approve the
Reverse Stock Split proposal at the time of the Annual Meeting or
in the absence of a quorum. However, an adjournment of the Annual
Meeting was not necessary because a quorum was achieved and the
Reverse Stock Split was approved by stockholder vote.
About Lannett Company
Lannett Company, founded in 1942, develops, manufactures, packages,
markets and distributes generic pharmaceutical products for a wide
range of medical indications. For more information, visit the
company's website at www.lannett.com.
The Company reported a net loss of $231.62 million for fiscal year
ended June 30, 2022, a net loss of $363.47 million for fiscal year
ended June 30, 2021, and a net loss of $33.37 million for fiscal
year ended June 30, 2020. As of Sept. 30, 2022, the Company had
$467.30 million in total assets, $744.86 million in total
liabilities, and a total stockholders' deficit of $277.56 million.
* * *
As reported by the TCR on Feb. 11, 2022, S&P Global Ratings lowered
its issuer-level rating on Lannett Inc. to 'CCC+' from 'B-'. The
outlook is negative. S&P said, "The negative outlook reflects the
possibility of another downgrade if we believed that Lannett were
likely to consider a distressed exchange offer or sub-par
redemption. This could occur if we expected continued pricing
erosion within its key products or delays in new product launches
to meaningfully reduce FOCF prospects and liquidity.
In October 2022, Moody's Investors Service downgraded the ratings
of Lannett Company, Inc., including the Corporate Family Rating to
Ca from Caa1. The downgrade reflects Moody's expectation for
continued deterioration in Lannett's operating performance, as base
portfolio of oral generic drugs will continue to erode due to
intense competitive pricing pressures. Given the forecast of
negative EBITDA over the next year, Moody's views Lannett's debt
levels as unsustainably high, and liquidity as weak, with the
company continuing to burn through cash balance, well into fiscal
year 2024.
LATAM AIRLINES: Gets OK to Expand Scope of Deloitte's Services
--------------------------------------------------------------
LATAM Airlines Group S.A. and its affiliates obtained an order from
the U.S. Bankruptcy Court for the Southern District of New York
authorizing Deloitte Advisory SpA to provide additional services.
The services include assisting the Debtors in assessing SAP S/4HANA
in relation to the finance business processes through diagnostics
and configuration; and preparing and executing leadership model
training for the Debtors' operational leaders.
The firm will be paid UF $3,978 for the SAP S/4HANA assessment
services, and $970 for the leadership model training services.
Ricardo Briggs Luque, a managing director at Deloitte Advisory SpA,
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:
Ricardo Briggs Luque
Deloitte Advisory SpA
Rosario Norte 407, Floor 16
Las Condes, Santiago, Chile
LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise. It is the largest passenger airline in South
America.
Before the onset of the COVID-19 pandemic, LATAM offered passenger
transport services to 145 different destinations in 26 countries,
including domestic flights in Argentina, Brazil, Chile, Colombia,
Ecuador and Peru, and international services within Latin America
as well as to Europe, the United States, the Caribbean, Oceania,
Asia and Africa.
LATAM and its 28 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in
Chile, Peru, Colombia, Ecuador and the United States are part of
the Chapter 11 filing.
The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.
The Hon. James L. Garrity, Jr., is the case judge.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel, FTI Consulting as restructuring advisor, Lee
Brock Camargo Advogados as local Brazilian litigation counsel, and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel. The Boston Consulting Group, Inc. and The Boston
Consulting Group UK LLP serve as the Debtors' strategic advisors.
Prime Clerk LLC is the claims agent.
The official committee of unsecured creditors formed in the case
tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters
Jureller Southard & Stevens, LLP as conflicts counsel, UBS
Securities LLC as investment banker, and Conway MacKenzie, LLC as
financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is
the committee's Brazilian counsel.
The ad hoc group of LATAM bondholders tapped White & Case, LLP as
counsel.
Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew
Glenn and partner Shai Schmidt, has been retained as counsel to the
ad hoc committee of shareholders.
LAVISH REMODELS: Gets OK to Hire Rountree as Legal Counsel
----------------------------------------------------------
Lavish Remodels, LLC received approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Rountree
Leitman Klein & Geer, LLC as its legal counsel.
The firm's services include:
a. giving the Debtor 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 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 necessary legal services.
Rountree will be paid at these rates:
Attorneys
William A. Rountree $495 per hour
Will B. Geer $495 per hour
Michael Bargar $495 per hour
Hal Leitman $425 per hour
David S. Klein $425 per hour
Alexandra Dishun $425 per hour
Benjamin R. Keck $425 per hour
Barret Broussard $395 per hour
Elizabeth Childers $350 per hour
Ceci Christy $350 per hour
Caitlyn Powers $325 per hour
Paralegals
Sharon M. Wenger $195 per hour
Kayte Moore $175 per hour
Megan Winokur $150 per hour
Catherine Smith $150 per hour
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $30,000.
Will Geer, Esq., a partner at Rountree, 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:
Will B. Geer, Esq.
Caitlyn Powers, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Tel: (404) 584-1238
Email: wgeer@rlkglaw.com
cpowers@rlkglaw.com
About Lavish Remodels
Lavish Remodels, LLC is a company in Buford, Ga., which is engaged
in renting and leasing real estate properties.
Lavish Remodels filed its voluntary petition for Chapter 11
protection (Bankr. N.D. Ga. Case No. 22-60251) on Dec. 16, 2022,
with $50,000 to $100,000 in assets and $1 million to $10 million in
liabilities. Jacinto Huerta, managing member of Lavish Remodels,
signed the petition.
Judge Jeffery W. Cavender oversees the case.
Rountree Leitman Klein & Geer, LLC serves as the Debtor's legal
counsel.
LEARFIELD COMMUNICATIONS: $864M Bank Debt Trades at 37% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Learfield
Communications LLC is a borrower were trading in the secondary
market around 63.3 cents-on-the-dollar during the week ended
Friday, January 27, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $864 million facility is a Term loan that is scheduled to
mature on December 1, 2023. About $862 million of the loan is
withdrawn and outstanding.
Learfield Communications, LLC, dba Learfield IMG College, is an
operator in the collegiate sports multimedia rights and marketing
industry. Atairos Group, Inc. acquired the company in December 2016
from Providence Equity Partners, Nant Capital, and certain members
of management.
LTI FLEXIBLE PRODUCTS: $142M Bank Debt Trades at 18% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which LTI Flexible
Products Inc is a borrower were trading in the secondary market
around 82 cents-on-the-dollar during the week ended Friday, January
27, 2023, according to Bloomberg's Evaluated Pricing service data.
The $142 million facility is a Term loan that is scheduled to
mature on April 17, 2023. The amount is fully drawn and
outstanding.
LTI Flexible Products, Inc., doing business as Boyd Corporation,
provides metal and chemical products. The Company offers acoustic,
seals, molded rubber, gaskets, thermal insulation, cushioning,
shock absorption, bonding systems, and fabricated metal products.
Boyd serves customers worldwide.
MAJOSTAN CORP: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: Majostan Corp.
23-52 31st Street
Astoria, NY 11105
Business Description: Majostan is primarily engaged in renting and
leasing real estate properties. The Debtor
owns a 3-story building located 23-52 31st
Street, Astoria, NY, valued at $2.6 million.
Chapter 11 Petition Date: January 31, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-40331
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Andrew Moulinos, Esq.
LAW OFFICES OF ANDREW MOULINOS
23-52 31st Street
Astoria, NY 11105
Tel: (718) 545-2600
Email: moulinoslaw@cs.com
Total Assets: $2,600,000
Total Liabilities: $676,282
The petition was signed by Andrew Moulinos as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/YTZFQ5Q/MAJOSTAN_CORP__nyebke-23-40331__0001.0.pdf?mcid=tGE4TAMA
MARLIN KRIDER: Wins Cash Collateral Access Thru Feb 3
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, Statesville Division, authorized Marlin Krider Land and
Timber, Inc. to use cash collateral on an interim basis in
accordance with the budget, with a 10% variance, through February
3, 2023.
As previously reported by the Troubled Company Reporter, according
to the North Carolina Secretary of State website, three entities
have filed UCC financing statements against the Debtor to perfect
alleged debts:
a. No. 20180030090E, filed by Skyline National Bank claims a
blanket lien on all the Debtor's equipment. The Debtor believes
this lien -- while not disclosed at the time of signing documents
-- was taken when the Debtor refinanced loans from other lenders
and vendors.
b. No. 20200070418F, filed by the Small Business
Administration claims a blanket lien on all the Debtor's assets.
The Debtor believes this financing statement relates to an Economic
Injury Disaster Loan provided by the SBA during the COVID-19
pandemic.
c. No. 20200172711E, filed by Komatsu Financial Limited
Partnership claims a lien on a Caterpillar 522B Track Feller
Buncher complete with attachments, accessories, replacement parts,
additions and all proceeds thereof.
As adequate protection, the lien holders are granted replacement
liens in postpetition Cash Collateral to the same extent and
priority as existed pre-petition.
A further hearing on the Cash Collateral request has been set for
February 3, 2023, at 11 a.m.
A copy of the order is available at https://bit.ly/3XM4uvQ from
PacerMonitor.com.
About Marlin Krider Land and Timber, Inc.
Marlin Krider Land and Timber, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-50256)
on November 9, 2022. In the petition signed by Marlin Kelly Krider,
owner, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Judge Laura T. Beyer oversees the case.
Thomas C. Flippin, Esq., at the Law Offices of Thomas C. Flippin,
is the Debtor's legal counsel.
MARTIN MIDSTREAM: S&P Upgrades ICR to 'B-' on Refinancing Plan
--------------------------------------------------------------
S&P Global Ratings raised Martin Midstream Partners L.P.'s (MMLP)
issuer credit rating (ICR) to 'B-' from 'CCC'. S&P also assigned a
'B' issue-level rating to MMLP's proposed $400 million second-lien
notes due 2028. The '2' recovery rating indicates significant
recovery prospects (70%-90%; rounded estimate: 70%).
The stable outlook on MMLP reflects S&P's expectation that the
partnership will close on the transaction and maintain leverage
under 5.0x in 2023.
On Jan. 30, 2023, MMLP announced its intention to issue $400
million second-lien notes due 2028. At the same time, MMLP
announced a new first-lien revolving credit facility to replace the
current revolving credit facility due August 2023.
S&P said, "We raised our rating on Martin Midstream L.P. to reflect
the revised capital structure. MMLP's proposed capital structure
will include a $200 million first-lien revolving credit facility
due 2027 and $400 million second-lien notes due 2028. The revolving
credit Facility will step down to $175 million on June 30, 2023,
and further step down to $150 million on June 30, 2024. MMLP will
use net proceeds of the issuance, along with cash flow generated
from the sale of its remaining butane inventory, to repay the
existing 1.5 lien $53.8 million notes due 2024 and second-lien
$291.4 million notes due 2025. MMLP will use the remainder of the
proceeds to repay the existing credit facility, call premiums, and
fees.
"In our view, the new capital structure improves the maturity
profile and solves the near-term maturity risk of the current
revolving credit facility. Liquidity is also improved, pro forma
for the transaction, we view MMLP's liquidity as adequate.
"The stable outlook reflects our expectation that the company will
close on the transaction and maintain leverage below 5.0x in 2023.
"We could revise our rating if the company does not successfully
close on the refinancing transaction, or if lower-than-expected
EBITDA led to unsustainable leverage."
Although unlikely, S&P could consider a positive rating action if:
-- Martin's leverage trended toward 4.0x while it maintained
sizeable headroom under its financial covenants;
-- Martin improved its interest coverage, and;
-- It increased its scale and scope of operations.
ESG credit indicators: E-3, S-2, G-3
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Martin Midstream
Partners L.P. Martin's terminalling and storage, transportation,
and natural gas services are exposed to climate transition risk,
which could affect long-term oil and gas drilling activity and lead
to a decline in demand for Martin's services (although unlikely
before 2030, in our view). Governance factors also are a moderately
negative consideration, the company has faced liquidity pressure
and refinancing risk over the past five years when large portions
of their capital structure became current. We also believe the
company relies on a small number of key managers and a potential
loss of one could affect the execution of its strategy."
MDWERKS INC: Signs Deal to Acquire RF Specialties
-------------------------------------------------
MDwerks, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission it entered into an Exchange Agreement by and
between the Company, RF Specialties LLC and Keith A. Mort as the
sole member of RFS.
Pursuant to the terms of the Exchange Agreement, the Company agreed
to acquire from Mr. Mort, and Mr. Mort agreed to sell to the
Company, 100% of the equity interests and membership interests of
RFS, in exchange for the issuance by the Company to Mr. Mort of
7,500,000 shares of the Company's common stock. Immediately
following the Exchange, RFS will be a wholly owned subsidiary of
the Company.
The shares received by Mr. Mort in the Exchange are subject to a
24-month lock-up; provided, however, that (i) one-third of the
Exchange Shares will be released from the lock-up restrictions on
the 12-month anniversary of the closing of the Exchange, and (ii)
one-third of the Exchange Shares will be released from the lock-up
restrictions on the 18-month anniversary of the closing of the
Exchange. The remaining one-third of the Exchange Shares will be
released from the lock-up restrictions on the 24-month anniversary
of the closing of the Exchange.
The parties have made customary representations, warranties and
covenants in the Exchange Agreement. In addition to certain
customary closing conditions, the obligations of the Company to
consummate the closing of the Exchange are subject to the
satisfaction (or waiver by the Company), at or before the closing
date, of certain conditions, including that (i) RFS will have
provided to the Company audited financial statements for RFS for
each of the two most recently ended fiscal years and unaudited
financial statements for any other required interim periods, and
(ii) the Company will have completed its due diligence review and
examination of RFS to its satisfaction in its sole discretion.
The Exchange Agreement may be terminated on or prior to the closing
date of the Exchange:
(a) By the mutual written consent of all of the parties to the
Exchange Agreement;
(b) By the Company (i) if the closing conditions applicable to
all parties and applicable to the Company as set forth in the
Exchange Agreement, including the Financial Statements Closing
Condition and the Due Diligence Closing Condition, have not been
satisfied or waived by the Company, which waiver the Company may
give or withhold in its sole discretion, by May 31, 2023; provided,
however, that the Company may not terminate the Exchange Agreement
if the reason for the failure of any such condition to occur was
the breach of the terms of the Exchange Agreement by the Company;
or (ii) if there has been a material violation, breach or
inaccuracy of any representation, warranty, covenant or agreement
of RFS or Mr. Mort as set forth in the Exchange Agreement;
(c) By RFS and Mr. Mort acting together (i) if the closing
conditions applicable to all parties and applicable to RFS and Mr.
Mort have not been satisfied or waived by RFS and Mr. Mort, which
waiver RFS and Mr. Mort may give or withhold in their sole
discretion, by the Termination Date; provided, however, that RFS
and Mr. Mort may not terminate the Exchange Agreement if the reason
for the failure of any such condition to occur was the breach of
the terms of the Exchange Agreement by any of RFS or Mr. Mort; or
(ii) if there has been a material violation, breach or inaccuracy
of any representation, warranty, covenant or agreement of the
Company as set forth in the Exchange Agreement;
(d) By any party to the Exchange Agreement, if a court of
competent jurisdiction or other governmental authority shall have
issued an order or taken any other action permanently restraining,
enjoining or otherwise prohibiting the transactions contemplated by
the Exchange Agreement and such order or action shall have become
final and nonappealable; or
(e) By the Company, if the Company, in its sole discretion, at
any time prior to the closing of the Exchange determines that its
due diligence review of RFS is not satisfactory to the Company.
About MDWerks
MDwerks, Inc. is a public shell company seeking to create value for
its shareholders by merging with another entity with experienced
management and opportunities for growth in return for shares of its
common stock. No potential merger candidate has been identified at
this time. The Company does not propose to restrict its search for
a business opportunity to any particular industry or geographical
area and may, therefore, engage in essentially any business in any
industry. The Company has unrestricted discretion in seeking and
participating in a business opportunity, subject to the
availability of such opportunities, economic conditions, and other
factors.
MDwerks reported net income of $37,976 for the year ended Dec. 31,
2021, compared to a net loss of $20,553 for the year ended Dec. 31,
2020. As of June 30, 2022, the Company had zero asset, $239,444 in
total liabilities, and a total stockholders' deficit of $239,444.
As of Sept. 30, 2022, the Company had zero assets, $49,652 in total
liabilities, and a total stockholders' deficit of $49,652.
Diamond Bar, Calif.-based TAAD LLP, the Company's auditor since
2020, issued a "going concern" qualification in its report dated
April 15, 2022, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
MEDCISION LLC: Gets OK to Expand Scope of Bowles & Verna's Services
-------------------------------------------------------------------
MedCision, LLC obtained an order from the U.S. Bankruptcy Court for
the Northern District of California authorizing its litigation
counsel, Bowles & Verna, LLP, to provide additional services.
The Debtor needs the firm's legal assistance in connection with a
pending case (Adversary Proceedings No. 19-03062) styled MedCision,
LLC v. Rolf Ehrhardt (In re MedCision, LLC f/k/a BioCision, LLC).
Bowles & Verna will be compensated for such services on the same
contingency fee basis, which the court approved under its initial
order dated June 20, 2019.
Richard Bowles, Esq., a partner at Bowles & Verna, 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.
Bowles & Verna can be reached at:
Richard T. Bowles, Esq.
Cheryl A. Noll, Esq.
Bowles & Verna, LLP
2121 N. California Blvd., Suite 875
Walnut Creek, CA 94596
Tel: (925) 935-3300
Fax: (925) 935-0371
Email: rbowles@bowlesverna.com
cnoll@bowlesverna.com
About MedCision LLC
MedCision, LLC, formerly known as Biocision, LLC, develops
automation technologies for vital clinical product handling
processes.
MedCision initially filed a voluntary petition for relief pursuant
to Chapter 7 of the Bankruptcy Code on Dec. 20, 2017. By order
dated Feb. 16, 2018, the case was converted to one under Chapter 11
(Bankr. N.D. Calif. Case No. 17-31272).
Judge Hannah L. Blumenstiel oversees the case.
The Debtor tapped Sheppard, Mullin, Richter & Hampton LLP as
bankruptcy counsel; Bowles & Verna LLP, as special litigation
counsel; Three Twenty-One Capital Partners as investment banker;
and Kyle Everett of Development Specialists, Inc. as chief
restructuring officer.
MEDLY HEALTH: Committee Taps Porzio Bromberg & Newman as Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Medly Health Inc.
and its affiliates received approval from the U.S. Bankruptcy Court
for the District of Delaware to employ Porzio Bromberg & Newman,
P.C. as its legal counsel.
The committee requires legal counsel to:
a. give advice with respect to the committee's power and
duties under Bankruptcy Code Section 1103;
b. assist the committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the
Debtors;
c. assist the committee in connection with the Debtors'
proposed sale of their assets;
d. assist the committee in connection with any proposed
Chapter 11 plan or other disposition of the Debtors' Chapter 11
cases;
e. assist the committee in analyzing the claims of creditors
and the Debtors' capital structure and in negotiating with holders
of claims;
f. advise and represent the committee in connection with
matters generally arising in these cases, including motion to
obtain debtor-in-possession financing;
g. review and analyze all legal papers filed with the court by
the Debtors or third parties, advise the committee as to their
propriety, and, after consultation with the committee, take
appropriate action;
h. prepare legal papers on behalf of the committee; and
i. represent the committee at court hearings and communicate
with the committee regarding the issues raised as well as the
decisions of the court.
The firm will be paid at these rates:
Warren J. Martin, Jr., Principal $1,095 per hour
John S. Mairo, Principal $875 per hour
Brett S. Moore, Principal $795 per hour
Robert M. Schechter, Principal $795 per hour
Kelly D. Curtin, Principal $735 per hour
Cheryl A. Santaniello, Principal $735 per hour
Rachel A. Parisi, Principal $735 per hour
David E. Sklar, Associate $595 per hour
Christopher P. Mazza, Associate $550 per hour
Dean M. Oswald, Associate $440 per hour
Maria P. Dermatis, Paralegal $350 per hour
Jessica M. O'Connor, Paralegal $315 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Porzio
disclosed the following:
a. The firm did not agree to a variation of its standard or
customary billing arrangements for this engagement.
b. None of the professionals included in this engagement have
varied their rate based upon the geographic location of these
Chapter 11 cases.
c. The committee retained the firm on Dec. 22, 2022. The billing
rates for the period prior to the committee's application to employ
the firm are the same as indicated in that application.
d. The firm, in conjunction with the committee, is developing a
prospective budget and staffing plan in a reasonable effort to
comply with the Office of the United States Trustee Guidelines and
any additional disclosures.
Warren Martin Jr., Esq., a partner at Porzio, 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:
Warren J. Martin Jr., Esq.
Robert M. Schechter, Esq.
Kelly D. Curtin, Esq.
David E. Sklar, Esq.
Cheryl A. Santaniello, Esq.
Porzio, Bromberg & Newman, P.C.
300 Delaware Avenue, Suite 1220
Wilmington, DE 19801
Tel: (302) 526-1235
Fax: (302) 416-6064
Email: wjmartin@pbnlaw.com
rmschechter@pbnlaw.com
kdcurtin@pbnlaw.com
desklar@pbnlaw.com
casantaniello@pbnlaw.com
About Medly Health Inc.
Medly Health Inc. and affiliates operate four full service digital
pharmacies, 21 brick-and-mortar, full-service specialty pharmacies
serving 20 markets across nine states and one health and wellness
store in Seattle, Washington. Medly Health also operates an
e-commerce business through the "Pharmaca.com" website. It offers
orchestrated consumer services such as delivery, prior
authorization coordination, copay management, refill management and
much more. Its strategic pillars include prescription medications,
health and wellness and order fulfilment, including, where
available, same day delivery.
Medly Health and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11257)
on December 9, 2022. In the petition signed by Richard S. Willis,
chief executive officer and chief financial officer, Medly Health
disclosed up to $500 million in both assets and liabilities.
Judge Karen B. Owens oversees the case.
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Debtor's counsel. Epiq Corporate Restructuring serves as
claims and notice agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on Dec. 21, 2022. Porzio, Bromberg
& Newman, P.C. and Rock Creek Advisors, LLC serve as the
committee's legal counsel and financial advisor, respectively.
MEDLY HEALTH: Committee Taps Rock Creek as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of Medly Health Inc.
and its affiliates received approval from the U.S. Bankruptcy Court
for the District of Delaware to employ Rock Creek Advisors, LLC as
its financial advisor.
The committee requires a financial advisor to:
-- review financial-related disclosures required by the court,
including schedules of assets and liabilities, statement of
financial affairs and monthly operating reports;
-- prepare analyses required to assess any proposed
debtor-in-possession financing or use of cash collateral;
-- assess and monitor the Debtors' short term-cash flow,
liquidity and operating results;
-- review the Debtors' analysis of core business assets and the
potential disposition or liquidation of non-core assets;
-- review the Debtors' cost/benefit analysis with respect to the
affirmation or rejection of various executory contracts and
leases;
-- review the Debtors' identification of potential cost savings,
including overhead and operating expense reductions and efficiency
improvements;
-- review and monitor the asset sale process;
-- review any tax issues associated with, but not limited to,
claims/stock trading, preservation of net operating losses, refunds
due to the Debtors, plans of reorganization, and asset sales;
-- review claims reconciliation and estimation process;
-- review other financial information prepared by the Debtors;
-- attend meetings and participate in discussions;
-- review or prepare information and analysis necessary for the
confirmation of a plan and the related disclosure statement;
-- evaluate and analyze avoidance actions, including fraudulent
conveyances and preferential transfers;
-- file responses or objections to the Debtors' motions, attend
depositions, and provide expert reports and testimony on case
issues as required by the committee; and
-- provide other general business consulting services.
Rock Creek Advisors will be paid at these rates:
Managing Directors $500 to $575 per hour
Consultants/Senior Consultants $275 to $500 per hour
Brian Ayers, managing director at Rock Creek Advisors, 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:
Brian E. Ayers
Rock Creek Advisors, LLC
555 Fifth Avenue
New York, NY 10017
Tel.: (201) 315-2521
Email: bayers@rockcreekfa.com
About Medly Health Inc.
Medly Health Inc. and affiliates operate four full service digital
pharmacies, 21 brick-and-mortar, full-service specialty pharmacies
serving 20 markets across nine states and one health and wellness
store in Seattle, Washington. Medly Health also operates an
e-commerce business through the "Pharmaca.com" website. It offers
orchestrated consumer services such as delivery, prior
authorization coordination, copay management, refill management and
much more. Its strategic pillars include prescription medications,
health and wellness and order fulfilment, including, where
available, same day delivery.
Medly Health and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11257)
on December 9, 2022. In the petition signed by Richard S. Willis,
chief executive officer and chief financial officer, Medly Health
disclosed up to $500 million in both assets and liabilities.
Judge Karen B. Owens oversees the case.
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Debtor's counsel. Epiq Corporate Restructuring serves as
claims and notice agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on Dec. 21, 2022. Porzio, Bromberg
& Newman, P.C. and Rock Creek Advisors, LLC serve as the
committee's legal counsel and financial advisor, respectively.
MERIDIAN HOLDING: Case Summary & Four Unsecured Creditors
---------------------------------------------------------
Debtor: Meridian Holding Group, LLC
950 Jericho Turnpike
Westbury NY 11590
Chapter 11 Petition Date: January 31, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-00388
Debtor's Counsel: Frank Wolff, Esq.
FRANK M. WOLFF LAW P.A.
P.O. box 850
Oakland, FL 34760
Tel: 407-701-9109
Email: frankmwolff@gmail.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Manners as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/L3IRI5I/Meridian_Holding_Group_LLC__flmbke-23-00388__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Four Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Conwell Business Law, LLLP Debt Counseling/ $2,435,133
12610 Racetrack Road Attorneys
Suite 200
Tampa, FL, 33626
2. GT Securities, Inc. Services $750,000
12130 Millennium Drive
Suite 300
Los Angeles, CA, 90094
3. Fair Value Advisors Services $75,978
300 S. Orange Avenue
Suite 1000
Orlando, FL, 32801
4. Steven D and Sheila A Webster $0
12375 White Oak Lane
Collinsville, MS, 39325
MOHEGAN TRIBAL: S&P Rates $503MM Senior Unsecured Notes 'CCC+'
--------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue-level rating to
Mohegan Tribal Gaming Authority's (MTGA) $503 million senior
unsecured notes due in 2027. MTGA issued the notes in exchange for
$477 million of its $500 million senior unsecured notes due in 2024
(also rated 'CCC+) in December.
MTGA is also seeking an extension of its revolving credit facility
maturity to November 2025 from April 2024. S&P's rating on this
$263 million facility remains 'B-', same as its issuer credit
rating on MTGA, because this debt is secured and there are no
material elements of subordination risk.
MTGA executed the above-par exchange of its senior unsecured notes
with a higher coupon, which is callable at par through June 2024
and at specified fixed premiums thereafter. S&P viewed the exchange
as opportunistic and largely leverage neutral since total debt
increased $25 million. Additionally, the exchange and proposed
revolver extension reduce refinancing risk and extend maturities.
However, the new notes have a significantly higher coupon of
13.25%, compared with 7.88% for the replaced notes. This adds
approximately $29 million of annual interest, bringing its annual
cash interest obligation to about $161 million. This total
obligation excludes interest expense on the Inspire Korea debt,
which has an interest reserve to cover debt service for the next
several years.
Mohegan's gaming business benefited from a strong recovery in the
past year like other regional gaming operators. In the fiscal year
ended Sept. 30, 2022, Mohegan's revenue increased 29% and S&P
Global Ratings-adjusted EBITDA increased 22% from fiscal 2021. This
is mostly due to the Niagara casino fully reopening in the second
half of 2021 and strong performance at its other casinos. S&P said,
"However, we expect growth in 2023 to slow significantly as
macroeconomic headwinds, including inflation, will likely affect
gaming customers. S&P Global Ratings' base-case forecast is for
U.S. GDP to decline 0.1% in 2023, with a shallow recession. We
expect fiscal 2023 S&P Global Ratings-adjusted EBITDA to be roughly
flat to low-single-digit percentage growth from fiscal 2022. We
subtract $70 million in annual permitted distributions to the tribe
from our measure of its adjusted forecast EBITDA because
distributions are not available for debt service."
Under S&P's base case, it expects Mohegan's S&P Global
Ratings-adjusted leverage to remain very high at about 9x in fiscal
2023 and adjusted EBITDA interest coverage (excluding interest from
Inspire Korea) above 2x in 2023, which is sufficient cushion to our
downside scenario of 1.5x.
ISSUE RATINGS--SUBORDINATION RISK ANALYSIS
S&P Global Ratings does not assign recovery ratings to Native
American debt issues because there are significant uncertainties
surrounding the exercise of creditor rights against a sovereign
nation. These include whether the U.S. bankruptcy code would apply,
whether a U.S. court would ultimately be the appropriate venue to
settle such a matter, and to what extent a creditor could enforce
judgment against a sovereign nation.
Capital structure:
MTGA's capital structure consists of a $263 million revolving
credit facility due in 2025, $1.175 billion in second-priority
senior secured notes due in 2026, priority distribution bonds
issued by the Mohegan Tribe of Indians of Connecticut, $503 million
in senior unsecured notes due in 2027, and $23 million outstanding
of senior unsecured notes due in 2024, both issued by MTGA.
Analytical conclusions:
-- S&P rates the revolving credit facility 'B-', same as its
issuer credit rating, because this debt is secured and there are no
material elements of subordination risk.
-- Although the second-priority secured notes rank behind the
revolver, S&P rates them 'B-' because it does not believe the size
of or amount outstanding under the revolver ($18 million as of
Sept. 30, 2022) poses a material subordination risk.
-- S&P rates the unsecured notes 'CCC+', one notch below its
issuer credit rating, because they rank behind significant secured
and priority debt.
ESG Credit Indicator: E-2, S-3, G-3
NANI WALE O'PUAKO: Bid to Use Cash Collateral Denied
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii denied the the
Motion for Order Authorizing the Interim Use of Cash Collateral
filed by Nani Wale O'Puako LLC.
On December 16, 2022, Superior Investments XIX, Inc. filed an
Objection to the Motion.
The Court said that based on the Debtors' Motion, Superior
Investments' Objection, and the arguments of counsel, the pleadings
therein, and being advised in the premises and for good cause, the
motion is denied. However, should circumstances change, the Debtors
may reapply for the use of cash collateral, after notice and
hearing to all parties.
A copy of the order is available at https://bit.ly/3Jsdwtt from
PacerMonitor.com.
About Nani Wale O' Puako
Nani Wale O' Puako LLC and its affiliates are Single Asset Real
Estates as defined in 11 U.S.C. Sec. 101(51B).
Nani Wale O' Puako, Nani Wale O' Laika LLC, Nani Wale O' Anahulu
LLC, and Nani Wale O' 'Anaeho' Omalu LLC each filed a petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii
Lead Case No. 22-00899) on Dec. 14, 2022. In the petition filed by
managing member, Brian A. Anderson, Nani Wale O' Puako reported $1
million to $10 million in both assets and liabilities.
Judge Robert J. Faris oversees the cases.
The Debtors are represented by Jerrold K. Guben, Esq., at O'Connor
Playdon & Guben.
NASSAU PHARMACY: Gets OK to Hire Boyle Legal as Bankruptcy Counsel
------------------------------------------------------------------
Nassau Pharmacy, Inc. received approval from the U.S. Bankruptcy
Court for the Northern District of New York to employ Boyle Legal,
LLC as its legal counsel.
The Debtor requires a bankruptcy counsel to:
a. give legal advice with respect to the Debtor's powers and
duties in the continued operation of its business and in the
management of its property;
b. take necessary actions to avoid liens against the Debtor's
property, remove restraints against the property and other actions
to remove any encumbrances and liens, which are avoidable, which
were placed against the property prior to the Debtor's Chapter 11
filing, and at a time when the Debtor was insolvent;
c. take necessary action to enjoin and stay until final decree
any attempts by secured creditors to enforce liens upon property of
the Debtor;
d. represent the Debtor in any proceedings, which may be
instituted in this court by creditors or other parties in interest
during the course of this proceeding;
e. prepare legal papers; and
f. perform other necessary legal services.
The firm will be paid at the rate of $325 per hour and will be
reimbursed for out-of-pocket expenses incurred. The retainer is
$7,500.
Michael Boyle, Esq., a partner at Boyle Legal, 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:
Michael L. Boyle, Esq.
Boyle Legal, LLC
64 2nd Street
Troy NY 12180
Tel: (518) 407-3121
Email: mike@boylebankruptcy.com
About Nassau Pharmacy
Nassau Pharmacy Inc., a pharmacy in Rensselaer County, N.Y., filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 22-11188) on Dec.
22, 2022, with $1 million in both assets and liabilities.
Judge Robert E. Littlefield, Jr. oversees the case.
The Debtor tapped Michael L. Boyle, Esq., at Boyle Legal, LLC as
bankruptcy counsel and Thomas F. Gleason, Esq., at Gleason, Dunn,
Walsh & O'Shea as business counsel.
NBG ACQUISITION: $260M Bank Debt Trades at 74% Discount
-------------------------------------------------------
Participations in a syndicated loan under which NBG Acquisition Inc
is a borrower were trading in the secondary market around 25.7
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $260 million facility is a Term loan that is scheduled to
mature on April 26, 2024. The amount is fully drawn and
outstanding.
NBG Acquisition Inc. was formed by private equity firm Sycamore
Partners to facilitate its acquisition of NB Holdings Corporation,
the indirect parent of NBG Home.
NORTHERN OIL: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating and 'B+'
issue-level rating on Minnesota-based exploration and production
(E&P) company Northern Oil And Gas Inc.'s unsecured debt. S&P's
recovery rating on the issue-level debt remains '2'.
S&P said, "The stable outlook reflects our view that Northern will
maintain credit measures appropriate for the rating over the next
12 months, including funds from operations (FFO) to debt of above
45% and debt to EBITDA comfortably below 2x. We also expect
Northern to maintain adequate liquidity over the next year."
Following the closing of Northern Oil's previously announced
acquisitions of non-operated working interests and S&P Global
Ratings' recent natural gas price deck revision, S&P expects
Northern's credit metrics to remain appropriate for a 'B' rating.
S&P said, "The rating affirmation reflects our expectation of
appropriate near-term credit measures following our price deck
revision and Northern's recently completed acquisitions. Following
the closing of previously announced acquisitions of non-operated
working interests in the core of the Midland Basin and Northern
Delaware Basins, along with our recent downward natural gas price
deck revision, we expect Northern's credit measures to remain
appropriate for a 'B' rating. Based on our current assumptions, we
expect the company's FFO to debt to be above 45%, with debt to
EBITDA of below 2x over the next 12 months.
"We expect recent acquisitions will boost Northern's production in
2023. From the beginning of 2022 through January 2023, the company
has completed over $1 billion in acquisitions, primarily funded
with cash, resulting in pro forma daily production ranging between
80,000 and 90,000 barrels of oil equivalent (boe) per day in 2023.
On a pro forma basis, we expect Northern's product mix to consist
of around 60% oil and 40% natural gas. Despite the modest
improvement in scale, the company's proved developed reserves and
production remain smaller than those of higher-rated peers.
"We expect the company to maintain adequate liquidity. As of Sept.
30, 2022, Northern had around $409 million available under its
reserve-based lending (RBL) credit facility with elected
commitments of $850 million, along with around $9 million of cash
on hand. Following the issuance of $500 million in convertible
notes coupled with the recent increase in borrowing base to $1.6
billion from $1.3 billion, and elected commitments of $1 billion,
we expect the company to maintain adequate liquidity over the next
12 months. However, we estimate the company has about 40%-45% drawn
on its credit facility, which is high relative to peers.
"We continue to view the company's non-operator business model less
favorably compared with that of its peers. Northern's non-operator
business model limits the company's ability to control the
allocation and timing of its development capital spending,
especially in a low commodity price environment. However, the risk
is partially offset by the cost-savings associated with the
non-operator model through lower overhead expenses as well as the
diversification benefits of participating in a greater number of
wells.
"The stable outlook reflects our view that Northern will maintain
credit measures appropriate for the rating over the next 12 months,
including FFO to debt of above 45% and debt to EBITDA comfortably
below 2x. The outlook also reflects our expectation that Northern
will maintain adequate liquidity over the next year.
"We could lower the rating should metrics weaken such that FFO to
debt declines well below 45% on a sustained basis or if the
company's acquisitions and/or shareholder rewards result in a
material weakening of the company's liquidity or free cash flow
profile.
"We could raise the rating if the company's credit metrics improve
such that FFO to debt rises well above 60% and debt to EBITDA
declines below 1.5x on a sustained basis, while its liquidity
profile remains adequate. This would most likely occur if commodity
prices remained strong on a sustained basis and the company
continued to demonstrate prudent funding of future acquisitions
combined with a substantial reduction in its borrowings under its
revolving credit facility. Alternatively, we could raise the rating
should the company increase its proved reserve base and production
to levels in line with higher-rated peers, while maintaining
appropriate credit measures and adequate liquidity profile."
ESG credit indicators: E-4, S-2, G-2
S&P said, "Environmental factors are a negative consideration in
our rating analysis on Northern Oil And Gas Inc. as the exploration
and production industry contends with an accelerating energy
transition and adoption of renewable energy sources. We believe
falling demand for fossil fuels will lead to declining
profitability and returns for the industry as it fights to retain
and regain investors that seek higher return investments. Given its
non-operator status, Northern has less control over its internal
emissions selections but looks for operators that have a high
standard for environmental and safety procedures and is focused on
improving the percentage capture of its gas, targeting 94% in the
Williston Basin."
NUVO TOWER: Taps Rosewood Realty Group as Real Estate Advisor
-------------------------------------------------------------
Nuvo Tower LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Rosewood Realty Group as
special real estate advisor.
The Debtor needs a real estate advisor to assist in either selling
its property at an auction or soliciting and securing a commitment
or commitments for a financing of the property and any subsequent
refinancing.
Rosewood will be paid a commission equal to 4.5 percent of the
gross purchase price of the property or 2.25 percent if the
successful purchaser is on the carve out list to be provided by the
Debtor.
Greg Corbin, a member of Rosewood Realty Group, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Greg Corbin
Rosewood Realty Group
152 West 57th Street, 5th Floor
New York, NY 10019
Telephone: (212) 359-9900
Email: info@rosewoodrealtygroup.com
About Nuvo Tower
Nuvo Tower LLC is a single asset real estate (as defined in 11
U.S.C. Sec. 101(51B)). It owns four contiguous building lots
located at 2954-2958 Brighton 6th St. and 6-7 Brighton Fifth Place
in the Brighton Beach section of Brooklyn, which lots are intended
for construction of 23-unit condominium complex.
Nuvo Tower sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41444) on June 22,
2022, with $1 million to $10 million in both assets and
liabilities. Haim Pinhas, manager, signed the petition.
Judge Nancy Hershey Lord oversees the case.
The Debtor tapped Robert L. Rattet, Esq., at Davidoff Hutcher &
Citron, LLP as legal counsel, and Rosewood Realty Group as special
real estate advisor.
ORBIT ENERGY: Wins Cash Collateral Access Thru Feb 4
----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Orbit Energy & Power, LLC to use cash collateral on an interim
basis in accordance with the budget, with a 10% variance, through
February 4, 2023.
The Debtor requires immediate authority to use cash collateral to
continue its business operations without interruption toward the
objective of formulating an effective plan of reorganization.
The Debtor represents that as of the Petition Date, the claims and
liens of Republic Bank were (a) valid, binding, enforceable,
non-avoidable, and properly perfected and were granted to, or for
the benefit of, Republic Bank for fair consideration and reasonably
equivalent value; (b) senior in priority over any and all other
liens on its prepetition collateral; (c) enforceable in accordance
with the terms of the prepetition loan documents; and (d)
constitute allowed, secured claims within the meaning of sections
502 and 506 of the Bankruptcy Code.
As adequate protection, the Debtor will make $5,000 in monthly
payments.
As further adequate protection, Republic Bank is granted a
replacement perfected security interest under Section 361(2) of the
Bankruptcy Code to the extent the cash collateral is used by the
Debtor, to the extent and validity and with the same priority in
the Debtor's post-petition collateral, and proceeds thereof, that
Republic Bank may have held in the Debtor's pre-petition
collateral.
To the extent the adequate protection provided for proves
insufficient to protect the interest of Republic Bank in and to the
cash collateral, Republic Bank will have a super-priority
administrative expense claim, pursuant to Section 507(b) of the
Bankruptcy Code, senior to any and all claims against the Debtor
under Section 507(a), whether in this proceeding or in any
superseding proceeding, subject to payments due under 28 U.S.C.
section 1930(a)(6).
The replacement liens and security interests granted are
automatically deemed perfected upon entry of the Order without the
necessity of Republic Bank taking possession, filing financing
statements, mortgages or other documents only to the same extent
priority and validity as existed pre-petition.
A further interim hearing on the matter is set for February 2 at 10
a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/405f6Yi from PacerMonitor.com.
The Debtor projects $441,000 in total cash collections and $353,559
in total cash disbursements for the week ending February 3, 2023.
About Orbit Energy & Power, LLC
Orbit Energy & Power, LLC is a renewable energy company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 22-19628) on December 6,
2022. In the petition signed by Sean Angelini, managing member, the
Debtor disclosed up to $10 million in assets and up to $50 million
in liabilities.
Judge Andrew B. Altenburg, Jr., oversees the case.
Abert A. Ciardi III, Esq., at Ciardi Ciardi & Astin, represents the
Debtor as counsel.
PARTY CITY: Seeks Approval to Hire Porter Hedges as Co-Counsel
--------------------------------------------------------------
Party City Holdco, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Porter Hedges, LLP as co-counsel with Paul, Weiss, Rifkind, Wharton
& Garrison, LLP.
The firm will render these services:
(a) provide legal advice and services regarding local rules,
practices, and procedures;
(b) provide certain services in connection with administration
of the Chapter 11 cases;
(c) review and comment on proposed drafts of pleadings to be
filed with the court as bankruptcy co-counsel to the Debtors;
(d) advise the Debtors with respect to their rights and duties
in continued business operations;
(e) assist, advise, and represent the Debtors in analyzing
their capital structure, investigate the extent and validity of
liens, cash collateral stipulations or contested matters;
(f) assist, advise, and represent the Debtors in any cash
collateral and/or post-petition financing transactions;
(g) assist, advise, and represent the Debtors in the
preparation of sale and bid procedures to auction the Debtors'
assets;
(h) assist, advise, and represent the Debtors in any manner
relevant to preserving and protecting the Debtors' estates;
(i) prepare legal papers;
(j) appear in court and to protect the Debtors' interests
before the court;
(k) at the request of the Debtors, appear in court and at any
meeting with the U.S. Trustee and any meeting of creditors at any
given time on behalf of the Debtors as their bankruptcy co-counsel;
and
(l) provide other legal advice and services, as requested by
the Debtors, from time to time.
The hourly rates of the firm's counsel and staff are as follows:
Partners $475 - $1,000
Counsel $435 - $900
Associates/Staff Attorneys $380 - $765
Paraprofessionals $300 - $480
As of the petition date, the firm holds a retainer balance of
$67,496.
In response to the request for additional information set forth in
Paragraph D.1 of the Fee Guidelines, Porter Hedges provided the
following information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: Except as otherwise set forth in the Engagement Letter,
the firm has not agreed to any variations from, or alternatives to,
its standard billing arrangements for this engagement.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments or
discounts offered during the 12 months prepetition. If your billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Response: Porter Hedges was retained in November 2022. The rates
for timekeepers for Porter Hedges' pre-bankruptcy engagement on
this matter were, for the period of Nov. 15, 2022 to January 17,
2023, $475 to $970 for partners, $550 to $870 for counsel, $350 to
$700 for associates and staff attorneys, and $250 to $400 for
paraprofessionals. As part of the firm's normal course annual
revisions, the current 2023 standard hourly rates applicable to
this engagement range from $475 to $1,000 for partners, $435 to
$900 for counsel, $380 to $765 for associates and staff attorneys,
and $300 to $480 for paraprofessionals.
John Higgins, Esq., a partner at Porter Hedges, 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:
John F. Higgins, Esq.
M. Shane Johnson, Esq.
Megan Young-John, Esq.
Porter Hedges LLP
1000 Main St., 36th Floor
Houston, TX 77002
Telephone: (713) 226-6648
Facsimile: (713) 226-6248
Email: jhiggins@porterhedges.com
sjohnson@porterhedges.com
myoung-john@porterhedges.com
About Party City Holdco
Party City Holdco Inc. (NYSE: PRTY) is the global leader in the
celebrations industry, with its offerings spanning more than 70
countries around the world. It is also the largest designer,
manufacturer, distributor, and retailer of party goods in North
America. Party City Holdco had 761 company-owned stores as of
September 2022. It is headquartered in Woodcliff Lake, N.J. with
additional locations throughout the Americas and Asia.
On Jan. 17, 2023, Party City Holdco and its domestic subsidiaries
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Texas Lead Case No. 23-90005). Party City Holdco
disclosed total assets of $2,869,248,000 against total debt of
$3,022,960,000 as of Sept. 30, 2022.
Judge David R. Jones oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as legal counsels; Moelis & Company, LLC as
investment banker; A&G Realty Partners as real estate consultant;
and AlixPartners, LLP as restructuring advisor. David Orlofsky,
managing director at AlixPartners, serves as the Debtors' chief
restructuring officer. Kroll Restructuring Administration, LLC is
the claims, noticing and solicitation agent.
Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and
investment banker, respectively, to the ad hoc group of first lien
holders.
PARTY CITY: Seeks to Hire AlixPartners, Appoint CRO
---------------------------------------------------
Party City Holdco Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
AlixPartners, LLP and designate David Orlofsky, the firm's managing
director, as their chief restructuring officer.
Mr. Orlofsky will assist the Debtors in evaluating and implementing
strategic and tactical options through the restructuring process.
In addition to the ordinary course duties of a CRO, AlixPartners
personnel may provide the following services:
(a) lead the communications regarding the restructuring on
behalf of the Debtors with their various stakeholders and other
related parties;
(b) develop a short-term operating plan designed to minimize
cash requirements while maintaining the efficiency of operations,
sustaining vendor relationships, and minimizing the impact on the
Debtors' customer base;
(c) develop short-term and long-term cash flow forecasting
tools and related methodologies to support negotiations with the
Debtors' stakeholders and capital raising initiatives;
(d) develop the Debtors' revised business plan, and such other
related forecasts as may be required in connection with the
restructuring process or needed by the Debtors for other corporate
purposes;
(e) communicate with, and meet information needs of, the
Debtors' various constituencies;
(f) design, negotiate and implement a restructuring strategy
designed to maximize enterprise value, taking into account the
unique interests of key constituencies;
(g) providing administrative support for the proceeding and
developing the Debtors' plan of reorganization or other appropriate
case resolution, if necessary;
(h) in connection with a bankruptcy, prepare (i) a disclosure
statement and plan of reorganization, (ii) a liquidation analysis,
(iii) statements of financial affairs and schedules of assets and
liabilities, (iv) a potential preferences analysis, (v) a claims
analyses, and (vi) monthly operating reports and other regular
reporting required by the bankruptcy court;
(i) manage the "working group" professionals who are assisting
the Debtors in the reorganization process;
(j) create and communicate materials for diligence purposes
and manage the flow of information to potential capital providers;
(k) render testimony, as requested from time to time,
regarding any matters to which AlixPartners is providing services;
and
(l) assist the Debtors with such other matters as may be
requested by the Debtors and are mutually agreeable.
Mr. Orlofsky will be paid a monthly fixed fee of $175,000.
The hourly rates of the firm's other personnel are as follows:
Managing Director $1,140 - $1,400
Partner $1,115
Director $880 - $1,070
Senior Vice President $735 - $860
Vice President $585 - $725
Consultant $215 - $565
Paraprofessional $360 - 380
AlixPartners will limit its work for the Debtors on lease
renegotiations and restructurings to a total of $375,000 during the
pendency of these cases.
Prior to the petition date, the Debtors paid AlixPartners
$5,246,844.21 in the aggregate for professional services performed
and expenses incurred.
Mr. Orlofsky 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:
David Orlofsky
AlixPartners, LLP
909 Third Avenue
New York, NY 10022
Telephone: (212) 490-2500
Facsimile: (212) 490-1344
Email: dorlofsky@alixpartners.com
About Party City Holdco
Party City Holdco Inc. (NYSE: PRTY) is the global leader in the
celebrations industry, with its offerings spanning more than 70
countries around the world. It is also the largest designer,
manufacturer, distributor, and retailer of party goods in North
America. Party City Holdco had 761 company-owned stores as of
September 2022. It is headquartered in Woodcliff Lake, N.J. with
additional locations throughout the Americas and Asia.
On Jan. 17, 2023, Party City Holdco and its domestic subsidiaries
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Texas Lead Case No. 23-90005). Party City Holdco
disclosed total assets of $2,869,248,000 against total debt of
$3,022,960,000 as of Sept. 30, 2022.
Judge David R. Jones oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as legal counsels; Moelis & Company, LLC as
investment banker; A&G Realty Partners as real estate consultant;
and AlixPartners, LLP as restructuring advisor. David Orlofsky,
managing director at AlixPartners, serves as the Debtors' chief
restructuring officer. Kroll Restructuring Administration, LLC is
the claims, noticing and solicitation agent.
Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and
investment banker, respectively, to the ad hoc group of first lien
holders.
PARTY CITY: Taps A&G Realty Partners as Real Estate Consultant
--------------------------------------------------------------
Party City Holdco Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
A&G Realty Partners, LLC as real estate consultant.
The firm will render these services:
(a) assist the Debtors with retail and non-retail real estate
restructuring strategy development;
(b) consult with the Debtors to discuss their goals,
objectives, and financial parameters in relation to the leases;
(c) provide ongoing advice, guidance, and supporting market
data related to individual financial and non-financial lease
restructuring opportunities;
(d) negotiate with the landlords of the leases on behalf of
the Debtors to obtain lease modifications;
(e) negotiate with landlords on behalf of the Debtors to
obtain Early Termination Rights;
(f) market some or all of the leases, and negotiate with the
landlords and other third parties, to assist the Debtors in
obtaining lease sales;
(g) if requested by the Debtors, negotiate with landlords to
assist the Debtors in obtaining landlord consents;
(h) provide weekly update reports to the Debtors regarding the
status of the services;
(i) work with the Debtors' financial advisors to provide
reporting and supporting market data; and
(j) assist the Debtors and their counsel in the review of
documentation related to lease modifications or lease sales.
The firm will be compensated as follows:
(a) an aggregate security retainer in the amount of $125,000;
(b) a monetary lease modification fee in the amount of 3
percent of the occupancy cost savings per lease during the lease
term and 2 percent of the occupancy cost savings per lease during
the option term of such lease;
(c) a non-monetary lease modification fee of $750 per lease;
(d) an early termination right fee of $1,000 per lease;
(e) a lease sales fee of 5 percent of the gross proceeds; and
(f) a landlord consent fee in the amount of $500 per lease.
Andy Graiser, co-president at A&G Realty Partners, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Andy Graiser
A&G Realty Partners, LLC
445 Broadhollow Road, Suite 410
Melville, NY 11747
Telephone: (631) 465-9506
Email: andy@agrep.com
About Party City Holdco
Party City Holdco Inc. (NYSE: PRTY) is the global leader in the
celebrations industry, with its offerings spanning more than 70
countries around the world. It is also the largest designer,
manufacturer, distributor, and retailer of party goods in North
America. Party City Holdco had 761 company-owned stores as of
September 2022. It is headquartered in Woodcliff Lake, N.J. with
additional locations throughout the Americas and Asia.
On Jan. 17, 2023, Party City Holdco and its domestic subsidiaries
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Texas Lead Case No. 23-90005). Party City Holdco
disclosed total assets of $2,869,248,000 against total debt of
$3,022,960,000 as of Sept. 30, 2022.
Judge David R. Jones oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as legal counsels; Moelis & Company, LLC as
investment banker; A&G Realty Partners as real estate consultant;
and AlixPartners, LLP as restructuring advisor. David Orlofsky,
managing director at AlixPartners, serves as the Debtors' chief
restructuring officer. Kroll Restructuring Administration, LLC is
the claims, noticing and solicitation agent.
Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and
investment banker, respectively, to the ad hoc group of first lien
holders.
PARTY CITY: Taps Paul Weiss Rifkind Wharton & Garrison as Counsel
-----------------------------------------------------------------
Party City Holdco, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as their legal
counsel.
The firm will render these services:
(a) advise the Debtors with respect to their powers and duties
in the continued operation of their business and management of
their properties;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and consult on
the conduct of these Chapter 11 cases;
(c) take necessary action to protect and preserve the Debtors'
estates;
(d) prepare legal papers;
(e) advise and assist the Debtors with financing and
transactional matters as such may arise during the Chapter 11
cases;
(f) appear in court; and
(g) perform all other legal services for the Debtors that may
be necessary and proper in these Chapter 11 cases.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,695 - $2,175
Counsel $1,650
Associates $825 - $1,380
Paraprofessionals $145 - $470
In the 90 days prior to the petition date, the firm received a
total retainer of $4,421,287.63 from the Debtors.
Iin response to the request for additional information set forth in
Paragraph D.1 of the Fee Guidelines, the firm provided the
following information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: The firm provided the Debtors an initial $200,000
credit to account for time spent by its attorneys familiarizing
themselves with the Debtors' agreements and history. Otherwise, the
firm has not agreed to any variations from, or alternatives to, its
standard billing arrangements for this engagement.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments or
discounts offered during the 12 months prepetition. If your billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Response: The firm adjusts its billing rates on an annual basis
effective October 1st of each year. Accordingly, the firm's rates
for timekeepers for its pre-bankruptcy engagement on this matter
were (i) for the period of Aug. 4 to Sept. 31, 2022, $1,330 to
$1,825 for partners, $1,400 for counsel, $700 to $1,185 for
associates, and $125 to $405 for paraprofessionals; and (ii) for
the period of Oct. 1, 2022, to Jan. 17, 2023, $1,695 to $2,175 for
partners, $1,650 for counsel, $825 to $1,380 for associates, and
$145 to $470 for paraprofessionals.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: Yes, from the petition date to April 17, 2023.
Kenneth Ziman, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Paul M. Basta, Esq.
Kenneth S. Ziman, Esq.
Michael M. Turkel, Esq.
Grace C. Hotz, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
Email: pbasta@paulweiss.com
kziman@paulweiss.com
mturkel@paulweiss.com
ghotz@paulweiss.com
About Party City Holdco
Party City Holdco Inc. (NYSE: PRTY) is the global leader in the
celebrations industry, with its offerings spanning more than 70
countries around the world. It is also the largest designer,
manufacturer, distributor, and retailer of party goods in North
America. Party City Holdco had 761 company-owned stores as of
September 2022. It is headquartered in Woodcliff Lake, N.J. with
additional locations throughout the Americas and Asia.
On Jan. 17, 2023, Party City Holdco and its domestic subsidiaries
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Texas Lead Case No. 23-90005). Party City Holdco
disclosed total assets of $2,869,248,000 against total debt of
$3,022,960,000 as of Sept. 30, 2022.
Judge David R. Jones oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as legal counsels; Moelis & Company, LLC as
investment banker; A&G Realty Partners as real estate consultant;
and AlixPartners, LLP as restructuring advisor. David Orlofsky,
managing director at AlixPartners, serves as the Debtors' chief
restructuring officer. Kroll Restructuring Administration, LLC is
the claims, noticing and solicitation agent.
Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and
investment banker, respectively, to the ad hoc group of first lien
holders.
PERATON CORP: S&P Alters Outlook to Negative, Affirms 'B+' CCR
--------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'B+' corporate credit rating on Peraton Corp.
The negative outlook reflects S&P's view of the company's continued
high leverage, which it estimates will be about 8x in fiscal 2022,
along with the potential risk of leverage staying elevated above
7.5x for the next 12 months should its EBITDA scale and debt
repayment fall short of levels needed to improve leverage.
Revenue headwinds in fiscal 2022 has contributed to
higher-than-expected leverage. Peraton's S&P Global Ratings'
adjusted leverage for the last 12 months (LTM) ended September 2022
is 8.3x. This is the first LTM period to include the full
contribution of its 2021 acquisitions. S&P expects leverage in 2022
to be in excess of the 7.5x downgrade threshold as a function of
lower S&P Global Ratings' adjusted EBITDA arising from its
significant revenue shortfall, with the possibility that leverage
could be sustained above 7.5x for the next six to 12 months. The
7.5x leverage threshold was established in May 2021 after it
acquired Perspecta, when Peraton was upgraded to 'B+', driven in
large part by its enhanced scale and capacity to reduced debt.
S&P said, "Excluding the Next Generation Enterprise Network(NGEN)
contract contribution from its 2021 revenue (December fiscal year
end), we believe fiscal 2022 pro forma organic revenue to be about
flat, similar to peers CACI International Inc. (CACI; June fiscal
year end) and Science Applications International Corp. (SAIC;
(January fiscal year end). In our report published in June 2022, we
had expected revenue to grow 6%-7% in 2022. Government information
technology (IT) service providers experienced a challenging
operating environment in calendar year 2022, with most experiencing
contract award delays that stifled revenue." In addition, while
contract protests are not new to the industry, the resolution of
these likely took longer than Peraton had initially anticipated.
Peraton continues to maintain a strong backlog, which we believe is
about $25 billion as of fiscal year-end 2022 (excludes awards under
protest). This compares well to what its peers disclose; $26.5
billion at CACI (as of December 2022) and $24.4 billion at SAIC (as
of October 2022).
The U.S. 2023 National Defense Authorization Act (NDAA) passed in
December, increased spending 10% to $858 billion. S&P said, "The
increase factors in inflation and likely focuses more on hardware
and weapons, so we don't expect a big increase in allocation to IT
service providers. Nevertheless, this will likely enable Peraton to
increase revenues over the next year. Given overall expectations
for the government IT service industry for the next 12 months, we
expect organic revenue growth of about 3% in 2023, in line with
industry peers. Peraton's current LTM book to bill of 2.1x
(excludes awards under protest) remains much higher than what its
peers disclose (CACI 1.5x, SAIC 1.1x). This could enable 2023
revenue growth in excess of our current forecast, though given
Peraton's material underperformance to our forecast in 2022, we are
hesitant to incorporate this metric in our forecast in terms of
outperforming the broader industry at this time."
S&P said, "We believe Peraton can maintain its industry leading
S&PGlobal Ratings' adjusted margins of around 15%-16% in
2023.Management has indicated its gross synergy plan, implemented
in 2021, has been executed well. We don't believe there is
potential for margins to expand further with Peraton's margins as
high as they are given the predominant government agency customer
base. We assume most of these synergies will be reinvested back
into the business to support organic growth opportunities.
"We estimate Peraton will incur about $90 million to $100 million
in overall integration and restructuring costs in 2022. We believe
the integrations have been mostly completed within the past 18
months since its Perspecta acquisition. We anticipate these costs
will decline substantially in 2023, which will be essential for
Peraton to achieve our EBITDA margin forecast in 2023. We note
there may be risk of these costs not rolling off as the sponsor
could look to further optimize business operations. This is a
factor in our negative outlook as this would have implications on
both the scale of EBITDA and its ability to generate sufficient
cash flow to repay debt, which are key to deleveraging below 7.5x.
Strong expected funds from operations (FOCF) and cash balances in
2023 provide opportunities to deleverage in excess of our forecast.
After the Perspecta acquisition we anticipated Peraton's leverage
would improve to 7x-7.5x by the end of fiscal 2022. This assumed
Peraton would prioritize its cash usage toward repaying debt. Over
the past 18 months debt repayment has consisted only of the minimum
amortization required and using $150 million of the proceeds
received from the sale of its Systems Engineering, Integration and
Support Services (SES) business ($300 million received). We do not
net cash against debt due to the sponsor ownership, though we have
a positive view of its large $619 million cash balance as of its
September 2022 quarter, which can help improve Peraton's leverage
metric if the company uses it to repay debt. Due to the sponsor
ownership, a portion or possibly all of its excess cash may be
distributed to the sponsor via a dividend, or to fund future
acquisitions.
"We expect 2022 FOCF to be about $190 million, growing to $285
million in 2023. About $75 million of the increase is attributed to
lower integration-related expenses, with the remainder coming from
EBITDA growth from higher expected revenue. We do not include any
excess debt repayments, shareholder returns, or acquisition in our
2023 assumptions. In this scenario, Peraton's cash balance could
reach about $760 million in 2023, compared to its preferred minimum
operating balance of $300 million. This would provide ample
resources for debt repayment should they choose to. Thus, through a
combination of debt repayment and higher-than-expected EBITDA, we
believe there exists a path to enable leverage to improve below
7.5x.
"However, the negative outlook was assigned in part due to the
uncertainty of the company's uses of cash, a lack of a firm
committed financial policy to prioritize debt repayment, and the
possibility of EBITDA not growing sufficiently to improve leverage
to levels consistent with the rating.
"The negative outlook reflects our view of the company's continued
high leverage, which we estimate will be about 8x in fiscal 2022,
along with the potential risk of leverage staying elevated above
7.5x for the next 12 months should its EBITDA scale and debt
repayment fall short of levels needed to improve leverage.
"We could lower ratings on Peraton if we believe EBITDA will not
decline below 7.5x and, in our opinion, is unlikely to improve
within the next six to 12 months. This could occur if the company
does not use available cash balances to repay debt or fails to
capitalize on broadened service capabilities to win new business
and scale EBITDA.
"We could revise our ratings outlook for Peraton to stable within
the next six to 12 months if the company grows revenue while
maintaining stable margins, and uses its cash balances and excess
FOCF to prioritize debt repayment such that leverage declines below
7.5x."
ESG credit indicators: E2, S2, G3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Peraton, as is the
case for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns."
PERFORMANCE POWERSPORTS: Seeks to Hire Klehr Harrison as Counsel
----------------------------------------------------------------
Performance Powersports Group Investor, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Klehr Harrison Harvey Branzburg, LLP as
counsel.
The firm will render these services:
(a) advise the Debtors regarding local rules, practices,
precedent, and procedures and on how to accomplish their goals in
connection with the prosecution of their Chapter 11 cases;
(b) appear in court, depositions, and at any meeting with the
United States Trustee for the District of Delaware and any meeting
of creditors at any given time on behalf of the Debtors as their
counsel;
(c) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(d) negotiate, draft, review, comment or prepare agreements,
pleadings, documents, and discovery materials to be filed with the
court;
(e) advise and assist the Debtors with respect to the
reporting requirements of the U.S. Trustee;
(f) take all necessary actions to protect and preserve the
Debtors' estates; and
(g) perform various services in connection with the
administration of these cases.
The hourly rates of the firm's counsel and staff are as follows:
Partners $470 - $1,035
Counsel $445 - $565
Associates $340 - $495
Paralegals $270 - $350
In addition, the firm will seek reimbursement for expenses
incurred.
In connection with these cases, the Debtors paid the firm classic
retainers in the total amount of $658,805.53.
In response to the request for additional information set forth in
Paragraph D.1. of the U.S. Trustee Guidelines, Klehr provided the
following:
Question: Did Klehr agree to any variations from, or alternatives
to, Klehr's standard billing arrangements for this engagement?
Answer: No. Klehr and the Debtors have not agreed to any
variations from, or alternatives to, the firm's standard billing
arrangements for this engagement. The rate structure provided by
Klehr is appropriate and is not significantly different from the
rates that the firm charges for other non-bankruptcy
representations or the rates of other comparably skilled
professionals.
Question: Do any of the Klehr professionals in this engagement
vary their rate based on the geographic location of the Debtors'
Chapter 11 cases?
Answer: No. The hourly rates used by Klehr in representing the
Debtors are consistent with the rates that the firm charges other
comparable Chapter 11 clients, regardless of the location of the
Chapter 11 case.
Question: If Klehr has represented the Debtors in the 12 months
prepetition, disclose Klehr's billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If Klehr's billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Answer: Klehr represented the Debtors during the three-month
period before the petition date using the hourly rates effective
Jan. 1, 2022. Commensurate with its annual rate increases,
effective Jan. 1, 2023, Klehr represented the Debtors using the
rates listed below:
Billing Category Range of Hourly Rates
Partners $470 - $1,035
Counsel $445 - $565
Associates $340 - $495
Paralegals $270 - $350
Question: Have the Debtors approved Klehr's budget and staffing
plan, and, if so, for what budget period?
Answer: Yes.
Domenic Pacitti, Esq., a partner at Klehr, 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:
Domenic E. Pacitti, Esq.
Michael W. Yurkewicz, Esq.
Sally E. Veghte, Esq.
Klehr Harrison Harvey Branzburg LLP
919 North Market Street, Suite 1000
Wilmington, DE 19801
Telephone: (302) 426-1189
Facsimile: (302) 426-9193
Email: dpacitti@klehr.com
myurkewicz@klehr.com
sveghte@klehr.com
About Performance Powersports Group Investor
Performance Powersports Group Investor, LLC --
https://colemanpowersportsusa.com/ -- is a leading producer of
entry-level powersports equipment sold through "Big Box" retailers.
Performance Powersports is in the business of adventure, selling
dirt bikes, go-karts, ATVs, golf carts, and the like to retailers
throughout the US.
PPGI and three affiliates, including Performance Powersports Group
Holdings, Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10047) on Jan. 16,
2023.
In the petition signed by its chief financial officer, Ken Vanden
Berg, PPGI disclosed $100 million to $500 million in both assets
and liabilities. The petition states that funds will be available
to unsecured creditors.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Klehr Harrison Harvey Branzburg LLP as legal
counsel and Omni Agent Solutions as claims, noticing and
administrative agent. Triple P RTS, LLC and Triple P Securities,
LLC, wholly owned firms by Portage Point Partners, LLC, are the
Debtors' restructuring advisor and investment banker,
respectively.
Tankas Funding VI, LLC, as DIP lender, is represented by Kirkland &
Ellis LLP.
PERFORMANCE POWERSPORTS: Seeks to Tap Omni as Administrative Agent
------------------------------------------------------------------
Performance Powersports Group Investor, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Omni Agent Solutions as administrative agent.
The Debtors require an administrative agent to:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and preparation of any related reports;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide other processing, solicitation, balloting, and
administrative services.
The Debtors have agreed to pay Omni a retainer of $50,000.
The hourly rates of Omni's professionals are as follows:
Analyst $40 - $65
Consultants $70 - $170
Senior Consultants $175 - $220
Solicitation and Securities Services $225
Technology/Programming $85 - $155
In addition, the firm will seek reimbursement for expenses
incurred.
Paul Deutch, the executive vice president of Omni Agent Solutions,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Paul H. Deutch
Omni Agent Solutions
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Telephone: (818) 906-8300
About Performance Powersports Group Investor
Performance Powersports Group Investor, LLC --
https://colemanpowersportsusa.com/ -- is a leading producer of
entry-level powersports equipment sold through "Big Box" retailers.
Performance Powersports is in the business of adventure, selling
dirt bikes, go-karts, ATVs, golf carts, and the like to retailers
throughout the US.
PPGI and three affiliates, including Performance Powersports Group
Holdings, Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10047) on Jan. 16,
2023.
In the petition signed by its chief financial officer, Ken Vanden
Berg, PPGI disclosed $100 million to $500 million in both assets
and liabilities. The petition states that funds will be available
to unsecured creditors.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Klehr Harrison Harvey Branzburg LLP as legal
counsel and Omni Agent Solutions as claims, noticing and
administrative agent. Triple P RTS, LLC and Triple P Securities,
LLC, wholly owned firms by Portage Point Partners, LLC, are the
Debtors' restructuring advisor and investment banker,
respectively.
Tankas Funding VI, LLC, as DIP lender, is represented by Kirkland &
Ellis LLP.
PERFORMANCE POWERSPORTS: Taps Chapter 11 Advisor, Investment Banker
-------------------------------------------------------------------
Performance Powersports Group Investor, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Triple P RTS, LLC and Triple P Securities, LLC,
wholly owned firms by Portage Point Partners, LLC, as their
restructuring advisor and investment banker, respectively.
The firms' services include:
I. Investment Banking Services
(a) review and analyze the Debtors' business, operations, and
financial projections;
(b) evaluate the Debtors' potential debt capacity in light of
their projected cash flows;
(c) assist in the determination of a capital structure for the
Debtors;
(d) assist in the determination of a range of values for the
Debtors on a going-concern basis;
(e) advise and assist the Debtors in evaluating any potential
financing, and contact potential sources of capital;
(f) assist the Debtors in identifying and evaluating
candidates for any potential sale transaction, advise the Debtors
in connection with negotiations and aid in the consummation of any
sale transaction;
(g) advise the Debtors on the timing, nature, and terms of new
securities, other consideration or other inducement to be offered
pursuant to any restructuring, sale transaction or financing;
II. Restructuring Advisory Services
(h) assist in the evaluation or development of a short-term
cash flow model or related liquidity management tools for the
Debtors for such purposes;
(i) assist in the evaluation or development of a business plan
and other related forecasts and analyses for the Debtors for such
purposes;
(j) assist in the evaluation and implementation of contingency
planning;
(k) assist in obtaining and presenting information required by
parties in interest;
III. General Services
(l) advise the Debtors on tactics and strategies for
negotiating with the constituents;
(m) render financial advice to the Debtors and participate in
meeting or negotiations with the constituents, rate agencies and
other appropriate parties in connection with any restructuring,
sale transaction or financing;
(n) assist the Debtors in preparing documentation within
Portage Point Partners' area of expertise that is required in
connection with any restructuring, sale transaction or financing;
(o) attend meetings of the board of directors of the Debtors;
(p) provide testimony, as necessary; and
(q) provide the Debtors with other financial restructuring
advice as may be specifically agreed upon in writing.
The hourly rates of Portage Point Partners professionals are as
follows:
Managing Partner $975
Service Line Leader $925
Senior Advisor $800 - $925
Managing Director $800 - $875
Director $650 - $725
Vice President $525 - $635
Associate $395 - $435
In addition, Portage Point Partners will seek reimbursement for
expenses incurred.
The Debtors intend to compensate Portage Point Partners for
investment banking services as follows:
(a) A monthly fee of $50,000.
(b) A restructuring fee equal to $1.25 million.
(c) A sale transaction fee equal to the restructuring fee plus
5 percent of the aggregate consideration above $100 million.
(d) A financing fee equal to the applicable percentages of
gross proceeds as follows based on the security type issued in the
financing.
(e) For the avoidance of any doubt, more than one fee may be
payable pursuant to clauses (b), (c) and (d) above; provided,
however, Portage Point Partners will not be paid both a
restructuring fee and a sale transaction fee.
As of the petition date, Portage Point Partners holds an unapplied
residual retainer of $99,184.
Steven Bremer, a managing director at Portage Point Partners,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Steven W. Bremer
Portage Point Partners, LLC
300 North LaSalle, Suite 1420
Chicago, IL 60654
About Performance Powersports Group Investor
Performance Powersports Group Investor, LLC --
https://colemanpowersportsusa.com/ -- is a leading producer of
entry-level powersports equipment sold through "Big Box" retailers.
Performance Powersports is in the business of adventure, selling
dirt bikes, go-karts, ATVs, golf carts, and the like to retailers
throughout the US.
PPGI and three affiliates, including Performance Powersports Group
Holdings, Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10047) on Jan. 16,
2023.
In the petition signed by its chief financial officer, Ken Vanden
Berg, PPGI disclosed $100 million to $500 million in both assets
and liabilities. The petition states that funds will be available
to unsecured creditors.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Klehr Harrison Harvey Branzburg LLP as legal
counsel and Omni Agent Solutions as claims, noticing and
administrative agent. Triple P RTS, LLC and Triple P Securities,
LLC, wholly owned firms by Portage Point Partners, LLC, are the
Debtors' restructuring advisor and investment banker,
respectively.
Tankas Funding VI, LLC, as DIP lender, is represented by Kirkland &
Ellis LLP.
PG MOTORS: Court OKs Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized PG Motors, LLC to use cash collateral on an
interim basis, retroactive to January 9, 2023.
The Debtor is permitted to use cash collateral to pay:
(a) amounts expressly authorized by the Court, including
payments to the Subchapter V Trustee fees;
(b) the current and necessary expenses set forth in the
budget, plus an amount not to exceed 10% for each line item
provided that such variances may not, in the aggregate, exceed 5%
of the monthly amount budgeted; and
(c) additional amounts as may be expressly approved in writing
by the Secured Creditors.
As adequate protection, the Secured Creditors will have perfected
post-petition liens against cash collateral to the same extent and
with the same validity and priority as their pre-petition liens,
without the need to file or execute any document as may otherwise
be required under applicable non bankruptcy law. The liens and
security interests granted thereunder will not be limited or
affected by the termination of the Debtor's authorization to use
cash collateral.
The Debtor is also directed to maintain insurance coverage for its
property in accordance with the obligations under the loan and
security documents with the Secured Creditors and as required under
the Bankruptcy Code and Bankruptcy Rules.
A continued hearing on the matter is set for February 23 at 10
a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/40eGqU5 from PacerMonitor.com.
The Debtor projects $120,000 in income and $99,742 in total
expenses for the period from January to June 2023.
About PG Motors, LLC
PG Motors, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-05081) on December
24, 2022. In the petition signed by Kirk E. Grell,
president/managing member, the Debtor disclosed up to $500,000 in
assets and up to $10 million in liabilities.
Judge Roberta A. Colton oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, PA, is the Debtor's legal
counsel.
PLOURDE SAND: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Plourde Sand & Gravel Co., Inc.
519-523 W. River Rd.
Hooksett, NH 03106
Business Description: The Debtor owns eight properties located
in New Hampshire having an aggregate total
value of $5.34 million.
Chapter 11 Petition Date: January 30, 2023
Court: United States Bankruptcy Court
District of New Hampshire
Case No.: 23-10039
Debtor's Counsel: William S. Gannon, Esq.
WILLIAM S. GANNON PLLC
740 Chestnut Street
Manchester, NH 03104
Tel: 603 621-0833
Email: bgannon@gannonlawfirm.com
Total Assets: $9,192,623
Total Liabilities: $8,072,411
The petition was signed by Daniel O. Plourde as sole shareholder
and vice 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/BK7LDBQ/Plourde_Sand__Gravel_Co_Inc__nhbke-23-10039__0001.0.pdf?mcid=tGE4TAMA
POSEIDON MOVING: Seeks Cash Collateral Access
---------------------------------------------
Poseidon Moving, Inc. asks the U.S. Bankruptcy Court for the
District of Massachusetts for authority to use cash collateral.
The Debtor requires the use of cash collateral to maintain its
property, maintain its business operations and achieve a
substantial financial rehabilitation through the confirmation of a
Chapter 11 Plan of Reorganization under the provisions of
Subchapter V thereof.
On September 27, 2022, the Debtor borrowed some $400,000 from IOU
Financial and, in exchange issued a Promissory Note under it's
former name of "Poseidon Moving, LLC". As part of the Promissory
Note, "Poseidon Moving, LLC" granted to the Creditor under
Paragraph 21 of the same instrument, a security interest to secure
the performance of the terms of the promissory Note, including the
what would constitute "cash collateral" as that term is defined
under 11 U.S.C. section 363(a). The sum of the possible
encumbrances on the Debtor's cash collateral amounts to the
aggregate sum of approximately $28,473 as of the date of the
Debtor's Chapter 11 filing.
On December 6, 2022, the Creditor caused to be filed a UCC-1
Financing Statement with respect to "Poseidon Moving, LLC" claiming
an all-assets security interest in that named entity's property.
No UCC-1 Financing Statement of the Creditor was ever recorded with
respect to the properly-named Debtor, Poseidon Moving, Inc. with
the Massachusetts Secretary of the Commonwealth proper to the
commencement of the case.
Consequently, because the Creditor, IOU Financial, recorded a UCC-1
Financing Statement incorrectly listing the debtor as "Poseidon
Moving, LLC", rather than the proper name as registered with the
Massachusetts Secretary of the Commonwealth, Poseidon Moving, Inc.,
the Creditor's UCC-1 Financing Statement is ineffective to perfect
the security interest claimed under the Promissory Note.
Because the Creditor does not have a perfected security interest as
of the date of the Debtor's bankruptcy filing and the
Debtor-in-Possession effectively holds a perfected property
interest in all of the debtors assets by operation of 11 U.S.C.
section 544(a)(1), the Debtor-in-Possession is not required to
provide "adequate protection" under 11 U.S.C. section 361 to
Creditor IOU Financial against any possible future diminution in
value of its collateral position.
A copy of the motion is available at https://bit.ly/3YpCy0X from
PacerMonitor.com.
About Poseidon Moving
Poseidon Moving, Inc. is in the business of providing moving and
temporary storage services to its customers. The majority of the
Debtor’s business revenues come from payments from retail and
consumer customers.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 23-10031) on Jan. 12,
2023, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Christopher J Panos presides over the case.
Richard N. Gottlieb, Esq. at the Law Offices of Richard N. Gottlieb
and TicTax, LLC serve as the Debtor's legal counsel and accountant,
respectively.
PRECAST LLC: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------
Precast, LLC asks the U.S. Bankruptcy Court for the Northern
District of Indiana, Fort Wayne Division, for authority to use cash
collateral and provide adequate protection.
There is an immediate need for the Debtor to use cash collateral in
the operation of its business including funds presently held in
deposit accounts to maintain operations, pay its employees, and
preserve the value of the ongoing business.
Precast, LLC is indebted to Lake City Bank in the approximate
aggregate amount of $5.526 million. The creditor asserts a blanket
lien on the assets of the Debtor including deposit accounts,
accounts receivable, inventory and proceeds thereof.
The Debtor believes the value of assets subject to the creditors'
security interests is less than the creditors' aggregate claims.
The Debtor believes the value of cash collateral is approximately
$990,000.
As adequate protection for the use of cash collateral, the Debtor
will offer a replacement lien on assets to each secured creditor in
the same priority and to same extent of the value of each
creditor's lien at the commencement of the case. Further, the
Debtor will provide financial reports upon request to each secured
creditor to provide ongoing information as to the status of
operations, sales, and the creation of post-petition cash
collateral assets. The Debtor believes that through continuous
operation, it can maintain and increase the value of accounts
receivable, preserving and maintaining the value of the business
operation and thereby adequately protecting Debtor's use of cash
collateral.
The Debtor requests a preliminary hearing as soon as the Court's
calendar will permit to consider the Debtor's request to use cash
collateral consistent with the Emergency Budget. The Debtor has
certain necessary inventory purchases needed on a weekly basis. The
Debtor's next weekly payroll is February 2, 2023.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3HGqd2K from PacerMonitor.com.
The Debtor projects total expenses, on weekly basis, as follows:
$30,100 for the week of January 30, 2023;
$30,200 for the week of February 6, 2023;
$35,894 for the week of February 13, 2023;
$51,415 for the week of February 20, 2023;
$35,600 for the week of February 27, 2023;
$51,597 for the week of March 6, 2023; and
$68,815 for the week of March 13, 2023.
About Precast, LLC
Precast, LLC operates as a maker of custom precast concrete blocks
used in the construction industry. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bank. N.D. Ind. Case
No. 23-10085) on January 30, 2023. In the petition signed by
William A. Kriesel, president, the Debtor disclosed up to $10
million in both assets and liabilities.
Scot T. Skekloff, Esq., at HallerColvin PC, represents the Debtor
as legal counsel.
PRESTIGE CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Prestige Construction Group of Texas, LLC
4760 Summerville Lane
Prosper, TX 75078
Chapter 11 Petition Date: January 31, 2023
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 23-40170
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road
Suite 850
Dallas, TX 75251
Tel: 972-991-5591
Fax: 972-991-5788
Email: eric@ealpc.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Cory Anderson as managing member.
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/EF6M2OI/Prestige_Construction_Group_of__txebke-23-40170__0001.0.pdf?mcid=tGE4TAMA
PWM PROPERTY: Hearing on Exclusivity Bid Set for Feb. 23
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is set to
hold a hearing on Feb. 23 to consider the motion filed by PWM
Property Management, LLC and 181 West Madison Property, LLC to
extend the time they can keep exclusive control of their bankruptcy
cases.
The motion seeks to extend the period during which the companies
have the exclusive right to file a Chapter 11 plan and solicit
votes on the plan to Feb. 28.
The companies will use the extension to continue the negotiations
with 245 Park Member, LLC as directed by the court, which
previously denied confirmation of their joint Chapter 11 plan of
reorganization. At the same time, the companies will re-launch the
marketing process for the 181 West Madison property so that they
can swiftly pivot to a sale process in case the negotiations fall
through.
"Such a dual-track approach will give the [companies] the best
chance to successfully reorganize either under the current plan,
with minor modifications, or pursuant to an alternative plan
structure to be ascertained through the marketing process," said
Edmond Morton, Esq., at Young Conaway Stargatt & Taylor, LLP.
"A short extension of the exclusive periods will allow the
[companies] to pursue both options without the potential
distraction of a competing plan," the companies' attorney said.
About PWM Property Management
PWM Property Management LLC, et al., are primarily engaged in
renting and leasing real estate properties. They own two premium
office buildings, namely 245 Park Avenue in New York City, a
prominent commercial real estate assets in Manhattan's prestigious
Park Avenue office corridor, and 181 West Madison Street in
Chicago, Illinois.
On Oct. 31, 2021, PWM Property Management LLC and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
21-11445). PWM estimated assets and liabilities of $1 billion to
$10 billion as of the bankruptcy filing.
The cases are pending before the Honorable Judge Mary F. Walrath
and are being jointly administered for procedural purposes under
Case No. 21-11445.
The Debtors tapped White & Case LLP as restructuring counsel; Young
Conaway Stargatt & Taylor, LLP as local counsel; and M3 Advisory
Partners, LP as restructuring advisor. Omni Agent Solutions is the
claims agent.
On June 9, 2022, the Debtors filed a joint Chapter 11 plan of
reorganization.
QUOTIENT LIMITED: Seeks to Tap Paul Hastings as Bankruptcy Counsel
------------------------------------------------------------------
Quotient Limited seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Paul Hastings, LLP as its
legal counsel.
Paul Hastings will render these services:
(a) advise the Debtor of its rights, powers, and duties while
operating and managing its business and properties under Chapter 11
of the Bankruptcy Code;
(b) prepare legal documents;
(c) advise the Debtor concerning, and prepare responses to,
legal papers;
(d) advise the Debtor with respect to, and assist in the
negotiation and documentation of, financing agreements and related
transactions;
(e) review the nature and validity of liens asserted against
the Debtor's property and advise the Debtor concerning the
enforceability of such liens;
(f) advise the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of its
estate;
(g) advise and assist the Debtor in connection with any
potential asset sales and property dispositions;
(h) advise the Debtor concerning executory contract and
unexpired lease assumptions, assignments, and rejections as well as
lease restructurings and recharacterizations;
(i) advise the Debtor in connection with the prosecution,
confirmation, and consummation of a plan or plans of reorganization
and related transactions and transactional documents;
(j) assist the Debtor in reviewing, estimating, and resolving
claims asserted against the Debtor's estate;
(k) negotiate with parties in interest;
(l) commence, conduct or continue litigation necessary and
appropriate to assert rights held by the Debtor, protect assets of
the Debtor's Chapter 11 estate, or otherwise further the goal of
completing the Debtor's successful reorganization; and
(m) provide non-bankruptcy services for the Debtor to the
extent requested by the Debtor.
The hourly rates of Paul Hastings' professionals are as follows:
Partners $1,400 – $2,075
Of Counsel $1,400 – $2,000
Associates $800 – $1,320
Paralegals $275 – $600
In addition, the firm will seek reimbursement for expenses
incurred.
Paul Hastings holds an advance payment retainer in the amount of
approximately $100,000.
In response to the request for information set forth in Paragraph
D.1. of the U.S. Trustee Guidelines, Paul Hastings provided the
following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No. Paul Hastings and the Debtor have not agreed to any
variations from, or alternatives to, Paul Hastings' standard
billing arrangements for this engagement.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: Paul Hastings current hourly rates are set forth above
which rates have been in effect since Jan. 1, 2023 and remain
subject to the firm's customary periodic adjustments. During the
prior calendar year, Paul Hastings used the billing rates set forth
below.
Timekeeper Category U.S. Hourly Rate Range
Partners $1,310 – $1,935
Of Counsel $1,335 – $1,860
Associates $755 – $1,230
Paralegals $250 – $565
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: The Debtor and Paul Hastings have worked together to
prepare a budget for the period from the petition date through Feb.
15, 2023. The Debtor and Paul Hastings will prepare a staffing plan
for the same time period.
Matthew Murphy, Esq., a partner at Paul Hastings, 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:
Matthew M. Murphy
Paul Hastings LLP
71 S. Wacker Dr., Suite 4500
Chicago, IL 60606
Telephone: (312) 499-6036
Facsimile: (312) 499-6136
Email: mattmurphy@paulhastings.com
About Quotient Limited
Building on over 30 years of experience in transfusion diagnostics,
Quotient Limited 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 Limited filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas 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 legal counsel and Perella
Weinberg Partners, L.P. as financial advisor. Kroll Restructuring
Administration LLC is the claims, noticing and solicitation agent.
QUOTIENT LIMITED: Taps Perella Weinberg as Investment Banker
------------------------------------------------------------
Quotient Limited seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Perella Weinberg Partners,
LP as its investment banker.
The firm's services include:
I. General Financial Advisory and Investment Banking Services
(a) familiarize itself with the business, operations,
properties, financial condition, and prospects of the Debtor;
(b) review the Debtor's financial condition and outlook;
(c) assist in the development of financial data and
presentations to the Debtor's Board of Directors, various
creditors, and other parties;
(d) analyze the Debtor's financial liquidity and evaluate
alternatives to improve such liquidity;
(e) evaluate the Debtor's debt capacity and alternative
capital structures;
(f) participate in negotiations among the Debtor and its
creditors, suppliers, lessors, and other interested parties with
respect to any of the transactions contemplated by the Engagement
Letter;
(g) advise the Debtor and negotiate with lenders with respect
to potential waivers or amendments of various credit facilities;
and
(h) provide such other advisory services.
II. Restructuring Services
(i) analyze various restructuring scenarios and the potential
impact of those scenarios on the value of the Debtor and the
recoveries of those stakeholders impacted by the restructuring;
(j) provide strategic advice with regard to restructuring or
refinancing the Debtor's obligations;
(k) provide financial advice and assistance to the Debtor in
developing a Restructuring;
(l) in connection therewith, provide financial advice and
assistance to the Debtor in structuring any new securities to be
issued under a restructuring; and
(m) assist the Debtor or participate in negotiations with
entities or groups affected by the restructuring.
The firm will be compensated as follows:
(a) a monthly fee of $100,000;
(b) a restructuring fee equal to 1 percent of the par value of
any debt obligations of the Debtor.
In addition, the firm will seek reimbursement for expenses
incurred.
In the 90 days prior to the petition date, the Debtor paid the firm
$338,709.68 in fees and $5,088.80 in expenses.
John Cesarz, a partner at Perella Weinberg Partners, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John Cesarz
Perella Weinberg Partners, LP
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 287-3200
About Quotient Limited
Building on over 30 years of experience in transfusion diagnostics,
Quotient Limited 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 Limited filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas 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 legal counsel and Perella
Weinberg Partners, L.P. as financial advisor. Kroll Restructuring
Administration LLC is the claims, noticing and solicitation agent.
RAND PARENT: S&P Assigns 'BB-' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'BB-' issuer credit rating to Rand
Parent LLC, the new parent of Atlas Air Worldwide Holdings Inc.,
and its 'BB' issue-level rating and '2' recovery rating (rounded
estimate: 70%) to its proposed revolving credit facility, term loan
B, and senior secured notes.
The stable outlook indicates S&P's expectation that Atlas's credit
metrics will remain relatively stable through 2024 despite weaker
macroeconomic conditions.
An investor group led by Apollo Global Management Inc. is acquiring
N.Y.-based cargo airline services provider Atlas Air Worldwide
Holdings Inc.
The transaction will be financed with a $800 million senior secured
term loan B, $800 million senior secured notes, $878 million in
preferred equity, and $1.5 billion in common equity, as well as
about $1.6 billion in rolled existing debt. The transaction will
also include a $300 million revolving credit facility, which S&P
expects will be undrawn at close.
S&P said, "We view Atlas as a large global operator in the air
freight transportation services space. Our business risk assessment
of fair incorporates our view of Atlas as a large global operator
in the freight charter and aircraft, crew, maintenance, and
insurance (ACMI) services space. The company is the largest
operator of Boeing 747 freighters globally and operates large
fleets of Boeing 777s, 767s, and 737s. Atlas also provides
passenger charter services (mainly to the U.S. military), which
adds some diversity to its service offerings. The company operated
flights to 300 destinations in 70 countries in 2021, which leads us
to view its business as well-diversified geographically. While we
view the overall air cargo services segment as competitive and
fragmented, we believe the scale of Atlas' operations, the length
of its customer relationships, and its significant global presence
and network indicate its position as a strong operator in this
space. While its customer base is somewhat more diverse than those
of some of its peers in the air cargo services segment, we still
view the company's customer concentration as somewhat high (DHL
accounted for over 20% of revenues in 2021, and the U.S. military
accounted for over 10%)."
Market dynamics for air cargo operators will likely be less
favorable for the next few years amid weaker global macroeconomic
conditions and increased air cargo capacity. Atlas's operations in
2020 and 2021 benefited from the shift away from retail stores
during the COVID-19 pandemic, which accelerated growth in
e-commerce. Additionally, passenger airlines decreased flying
(particularly on long-haul, international routes) in response to
the pandemic, which resulted in much lower availability of belly
capacity (which typically accounts for about 50% of capacity in the
air cargo market). Beginning in late-2020, ocean freight capacity
also became constrained, driving stronger demand for air cargo.
S&P said, "However, we expect the supply constraints to ease in
2023 and beyond as an increase in international air travel results
in the return of more passenger widebody belly capacity. The
industry will also likely see a higher capacity contribution from
new entrants and freighter conversions completed over the past two
years, trends that are continuing. We also expect the availability
of ocean freight capacity to improve as port congestions and supply
chain disruptions ease.
"Additionally, we expect air cargo demand conditions to cool from
very strong levels earlier in 2022, due to weaker global
macroeconomic conditions. We believe the rate of growth in
e-commerce-related freight volumes will likely moderate somewhat
amid weaker consumer spending on goods and higher inventory levels.
S&P Global economists forecast U.S. real GDP to contract by 0.1% in
2023 (following a growth of 1.8% in 2022), and global GDP growth to
moderate to 2.5% in 2023 from 3.5% in 2022.
"Like other air cargo operators, Atlas's business operations are
exposed to fluctuations in global GDP and trade volumes. However,
the company has focused on entering into longer-term ACMI and
charter arrangements with its customers, which we expect will
provide it with some cushion against potential revenue and earnings
volatility during periods of weaker demand.
"We expect Atlas's credit metrics to remain relatively stable
through 2024.We expect capital spending to remain relatively high
at about $600 million to $700 million in 2023, as Atlas takes
deliveries of the remaining Boeing 747-8Fs and Boeing 777Fs on
order, before declining to close to maintenance levels in 2024. We
expect the company's operating performance to remain relatively
stable through 2024, due in part to higher capacity (associated
with the new aircraft in the fleet), offset somewhat by a
moderation in pricing as new and renewed contracts price at lower
levels (compared with the highs of 2020 and 2021).
"Therefore, we forecast FFO to debt in the 15%-20% range in 2023
and 2024. FOCF to debt is forecasted to be close to breakeven in
2023, before improving to about 10% in 2024 amid lower capital
expenditures. We note that credit metrics in 2022 (and before) are
not directly comparable because they do not reflect the new
ownership and capital structure.
"We also view the company's majority ownership by private equity
firm Apollo Global Management as a risk given our belief that
financial sponsors tend to employ debt to fund shareholder returns,
which could result in elevated leverage over the long term.
However, we believe our treatment of the preferred equity (which
will be largely held by Apollo) as equivalent to debt in our credit
metrics already incorporates some of the risk associated with the
sponsor ownership.
"We believe market dynamics for air freight will be less favorable
over the next year, due to weaker macroeconomic conditions and the
higher capacity contribution from belly capacity in passenger
aircraft (as international passenger air travel increases) and from
ocean freight (as port congestions and supply chain constraints
ease). However, we expect Atlas' financial performance to remain
relatively stable through 2024, supported by its relatively longer
ACMI and charter arrangements with its customers, which we expect
will provide it with some cushion against revenue and earnings
volatility. We forecast FFO to debt in the 15%-20% range in 2023
and 2024.
"We could lower our ratings on Atlas over the next year if we
expect its FFO to debt to decline to the 12% area or debt to EBITDA
to weaken to about 5x on a sustained basis."
This could occur if:
-- Aircraft utilization and pricing deteriorates significantly, or
the company has difficulties growing its business amid weaker
macroeconomic conditions; or
-- The company's financial sponsors pursue a more aggressive
financial policy than we expect, including potential debt-financed
dividends.
S&P said, "An upgrade is unlikely over the next 12 months because
we believe the company's financial sponsor ownership precludes
sustained deleveraging. However, we could consider raising our
rating if we expect the sponsors to relinquish control at some
point. We would also need FFO to debt to improve to above 20% and
debt to EBITDA to improve to below 4x on a sustained basis."
ESG Credit Indicators: E-3 S-2 G-3
S&P said, "Environmental factors are a moderately negative
influence on our credit rating analysis of Rand Parent LLC. The
company is an owner and operator of aircraft under ACMI/CMI and
charter contracts, and its exposure to air cargo increases its
environmental risk because of tighter GHG emissions regulation.
Governance factors are a moderately negative consideration in our
ratings analysis. We view financial-sponsor-owned companies with
aggressive or highly leveraged financial risk profiles as
demonstrating corporate decision-making that prioritizes the
controlling owners' interests, typically with finite holding
periods and a focus on maximizing shareholder returns."
RED HAT REALTY: Case Summary & Four Unsecured Creditors
-------------------------------------------------------
Debtor: Red Hat Realty, LLC
40 S. Village Road
Loudon, NH 03307
Business Description: The Debtor is a Single Asset Real Estate
as defined in 11 U.S.C. Section 101(51B)).
The Debtor owns premises located at 40 S.
Village Rd, Loudon NH valued at $326,600.
Chapter 11 Petition Date: January 30, 2023
Court: United States Bankruptcy Court
District of New Hampshire
Case No.: 23-10040
Debtor's Counsel: William S. Gannon, Esq.
WILLIAM S. GANNON PLLC
740 Chestnut Street
Manchester, NH 03104
Tel: 603-621-0833
Email: bgannon@gannonlawfirm.com
Total Assets: $328,700
Total Liabilities: $4,122,989
The petition was signed by Daniel O. Plourde as manager and sole
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/BT4YW7Q/Red_Hat_Realty_LLC__nhbke-23-10040__0001.0.pdf?mcid=tGE4TAMA
REMOTEMD LLC: Seeks Approval to Tap Cooper CPA Group as Accountant
------------------------------------------------------------------
RemoteMD, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Louisiana to employ Cooper CPA Group as
accountant.
The Debtor requires an accountant to prepare federal and state tax
returns for the 2021 tax year; and any bookkeeping entries
necessary in connection with the preparation of the income tax
returns.
The firm anticipates a total cost of $3,000 to $3,500 to prepare
the 2021 federal business tax return and the applicable state
return.
Gary Cooper, chief executive officer of Cooper CPA 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:
Gary Cooper
Cooper CPA Group
1703 W. 12th Street
Houston, TX 77008
Telephone: (713) 243-8590
Facsimile: (713) 243-8595
About RemoteMD LLC
On Oct. 18, 2022, Robert Dudley, Premier Laboratory Services, Inc.,
Steele Strategies, Inc., Securitas Security Services USA, Inc. and
KJG Strategies, filed an involuntary petition against RemoteMD,
LLC. On Nov 4, 2022, the court entered the order converting the
involuntary bankruptcy case to a case under Chapter 11 of the
Bankruptcy Code.
RemoteMD filed an amended voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No.
22-11254) on Nov. 7, 2022. Judge John W. Kolwe oversees the case.
The Debtor tapped Douglas S. Draper, Esq. at the law firm of
Heller, Draper & Horn, LLC as legal counsel and Cooper CPA Group as
accountant.
REPLIMUNE GROUP: $200M Bank Debt Trades at 22% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Replimune Group Inc
is a borrower were trading in the secondary market around 78.4
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $200 million facility is a Delay-Draw Term loan that is
scheduled to mature on October 1, 2027. About $30 million of the
loan is withdrawn and outstanding.
Replimune Group, Inc. operates as a clinical-stage bio-technology
company. The Company discovers and develops oncolytic immunotherapy
for the treatment of patients with cancer diseases. Replimune Group
serves customers in the United States.
REVERSE MORTGAGE: Seeks to Hire Kroll as Administrative Advisor
---------------------------------------------------------------
Reverse Mortgage Investment Trust Inc. and its affiliates received
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Kroll Restructuring Administration, LLC as
administrative advisor.
The Debtors require an administrative advisor to:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports in support
of confirmation of a Chapter 11 plan, and in connection with such
services, process requests for documents;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs, and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide other processing, solicitation, balloting and
administrative services.
The firm will charge these hourly fees:
Director of Solicitation $245
Solicitation Consultant $220
Director $175 - $245
Consultant/Senior Consultant $65 - $195
Technology Consultant $35 - $110
Analyst $30 - $60
The Debtors provided the firm an advance retainer of $75,000.
Brad Weiland, a partner at Kroll, 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:
Brad Weiland
Kroll Restructuring Administration, LLC
55 East 52nd Street, 17th Floor
New York, NY 10055
Tel: (212) 257-5450
About Reverse Mortgage Investment Trust
Reverse Mortgage Investment Trust, Inc. is an originator and
servicer of reverse mortgage loans. It is based in Bloomfield,
N.J.
Reverse Mortgage Investment Trust and affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 22-11225) on Nov. 30, 2022. In the petitions signed by
their chief executive officer, Craig Corn, the Debtors disclosed
$10 billion to $50 billion in both assets and liabilities. It is
based in Bloomfield, N.J.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Sidley Austin LLP as general bankruptcy counsel;
Benesch, Friedlander, Coplan and Aronoff, LLO as local bankruptcy
counsel; FTI Consulting Inc. as financial advisor; and Kroll
Restructuring Administration, LLC as noticing and claims agent and
administrative advisor.
Leadenhall Capital Partners LLP, as agent to the post-petition
secured lenders, is advised by Latham & Watkins, LLP and Young,
Conaway Stargatt & Taylor, LLP as counsel; BRG as financial
advisor; and Moelis as investment banker.
Texas Capital Bank retained Paul, Weiss, Rifkind, Wharton &
Garrison, LLP as counsel.
Longbridge Financial, LLC retained Weil, Gotshal & Manges, LLP,
Lowenstein Sandler, LLP and Richards, Layton & Finger as counsel;
and Houlihan Lokey, Inc. as financial advisor.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' cases on Dec. 13, 2022.
Thompson Coburn Hahn & Hessen, LLP, Blank Rome, LLP and Province,
LLC serve as the committee's lead bankruptcy counsel, Delaware
counsel and financial advisor, respectively.
REVLON CONSUMER: $1.80B Bank Debt Trades at 83% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Revlon Consumer
Products Corp is a borrower were trading in the secondary market
around 16.8 cents-on-the-dollar during the week ended Friday,
January 27, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $1.80 billion facility is a Term loan that is scheduled to
mature on September 7, 2023. About $862.5 million of the loan is
withdrawn and outstanding.
Revlon, Inc., is an American multinational company dealing in
cosmetics, skin care, fragrance, and personal care.
RISING TIDE: $400M Bank Debt Trades at 48% Discount
---------------------------------------------------
Participations in a syndicated loan under which Rising Tide
Holdings Inc is a borrower were trading in the secondary market
around 51.8 cents-on-the-dollar during the week ended Friday,
January 27, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $400 million facility is a Term loan that is scheduled to
mature on June 1, 2028. The amount is fully drawn and
outstanding.
Rising Tide Holdings, Inc. is a specialty marine aftermarket
retailer. Rising Tide is controlled by investment funds affiliated
with L Catterton following a leveraged buyout in May 2021.
ROCKLEY PHOTONICS: Gets OK to Hire Kroll as Claims Agent
--------------------------------------------------------
Rockley Photonics Holdings Limited received approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Kroll Restructuring Administration, LLC as claims and noticing
agent.
The firm will, among other things, oversee the distribution of
notices and will assist in the maintenance, processing and
docketing of proofs of claim filed in the Debtor's Chapter 11
case.
Before the petition date, the Debtor provided Kroll an advance in
the amount of $50,000, which was received by Kroll on Jan. 17. In
addition, on Jan. 19, Kroll received payment in the amount of
$22,336.05 for actual or estimated pre-bankruptcy fees and
expenses.
The hourly rates of the firm's professionals are as follows:
Analyst $30 - $60
Technology Consultant $35 - $110
Consultant/Senior Consultant $65 - $195
Director $175 - $245
Solicitation Consultant $220
Director of Solicitation $245
In addition, the firm will seek reimbursement for expenses
incurred.
Benjamin Steele, a managing director at Kroll, 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:
Benjamin J. Steele
Kroll Restructuring Administration LLC
55 East 52nd Street, 17th Floor
New York, NY 10055
About Rockley Photonics Holdings
Rockley Photonics Holdings Limited specializes in the research and
development of integrated silicon photonics chipsets. The company
has developed a ground-breaking versatile, application specific,
third generation silicon photonics platform specifically designed
for the optical integration challenges facing numerous mega-trend
markets. The Company has partnered with multiple tier-1 customers
across markets to deliver complex optical systems required for
transformational sensors, communications, and medical product
realization.
Rockley Photonics filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y Case No. 23-10081) on Jan. 23, 2023. In the petition signed
by its chief executive officer, Richard A. Meier, the Debtor
disclosed $90,880,000 in assets and $120,733,000 in liabilities.
Judge Lisa G. Beckerman oversees the case.
The Debtor tapped Pillsbury Winthrop Shaw Pittman LLP as bankruptcy
counsel, Jefferies LLC as investment banker, and Alvarez & Marsal,
LLC as financial advisor. Walkers Law Firm is the Cayman Islands
counsel. Kroll Restructuring Administration, LLC is the claims and
noticing agent.
SABRINAS ATLANTIC: Wins Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized Sabrinas Atlantic Window
Cleaning and Pressure Cleaning, LLC to use cash collateral on an
interim basis and provide adequate protection to Vox Funding, LLC,
Funding Metrics, LLC d/b/a Lendini and Financial Advance, LLC, the
MCAs.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including any payments to the
Subchapter V Trustee; (b) the current and necessary expenses set
forth in the budget, plus an amount not to exceed 10% for each line
item; and (c) additional amounts as may be expressly approved in
writing by Vox, Lendini and/or Fora, to the extent any of the MCAs
have an interest in such cash collateral.
This authorization will continue until the effective date of any
confirmed plan of reorganization of the Debtor, or until further
Court order.
The MCAs will have a post-petition interest against cash collateral
to the same extent and with the same validity and priority as its
respective p repetition interest, without the need to file or
execute any document as may otherwise be required under applicable
nonbankruptcy law.
A continued hearing on the matter is set for April 19, 2023 at 1:30
p.m.
A copy of the order is available at https://bit.ly/3HIMPzr from
PacerMonitor.com.
The budget provides for total expenses, on a weekly basis, as
follows:
$38,783 for the week ending February 3, 2023;
$38,200 for the week ending February 10, 2022;
$39,154 for the week ending February 17, 2022; and
$36,500 for the week ending February 24, 2022.
About Sabrinas Atlantic Window Cleaning
Sabrinas Atlantic Window Cleaning and Pressure Cleaning, LLC is in
the business of residential window cleaning and pressure cleaning
with a small portion of its business consisting of commercial
window cleaning and pressure cleaning.
The Debtor sought protection from Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Fla. Case No. 22-18568) on November 3, 2022. In
the petition signed by Rachel Euler, manager, the Debtor disclosed
up to $50,000 in assets and up to $500,000 in liabilities.
Judge Scott M. Grossman oversees the case.
Michael A. Nardella, Esq., at Nardella & Nardella, PLLC, is the
Debtor's counsel.
SANOTECH 360: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
SanoTech 360, LLC asks the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, for authority to use cash
collateral and provide adequate protection.
The Debtor's business originated through E-Mist Innovations, Inc.
in 2009 when a high school in Goldthwaith, Texas, was experiencing
a severe outbreak of the H1N1 flu virus. To avoid closing, the
school needed a faster and more effective means to apply
disinfectant to the many surfaces in the facility. Needing an
innovative solution, the school's administration turned to E-Mist's
more efficient electrostatic sprayer as opposed to the
conventional, more labor-intensive methods. As a result, surfaces
in the school became healthier, children were able to return to
class, and E-Mist was launched to help stop the spread of
unnecessary infections.
During the early years of its operation, E-Mist faced an uphill
battle in convincing customers to abandon traditional, deeply
entrenched disinfection protocols for innovative EMist products,
despite the fact that E-Mist's products were more efficient in
making spaces healthier and safer for people. Prior to E-Mist's
entry into the market, there were no instances of the approval of
wide area electrostatic disinfectant application by the
Environmental Protection Agency or the World Health Organization.
In early 2019 the assets of E-Mist were acquired by the Debtor.
Then, on December 12, 2019, a cluster of patients in China's Hubei
Province, in the city of Wuhan, began to experience the symptoms of
an atypical pneumonia-like illness that did not respond well to
standard treatments. Soon, COVID-19 had spread throughout the
globe, disrupting activities across all economic sectors and
industries. On March 11, 2020, after more than 118,000 cases in 114
countries and 4,291 deaths, the WHO declared COVID-19 a pandemic
and turned the world upside down. As of December 9, 2022, more than
6,654,899 have died worldwide from COVID-19.
The pandemic brought about global economic supply chain
disruptions. Companies around the world poured resources into
stopping COVID-19 and finding new ways to allow businesses to
operate safely. Out of necessity, this included changing the way
people cleaned and disinfected surfaces. Indeed, in the first year
of the pandemic, national health expenditures rose to $4.1
trillion. Not surprisingly, the demand for the Debtor's products
boomed.
The COVID-19 pandemic created a virtually unlimited worldwide
market for disinfectant. In early 2020, in response to demands
arising from the COVID-19 outbreak, the Debtor ramped up its
production capacity to meet the unprecedented global demand for
disinfectants. The Debtor's sales increased from less than $250,000
in 2019 to nearly $59 million in 2020 -- a 23,813% increase in
sales. With no vaccine yet available, the Debtor and many other
companies, including Clorox and Proctor & Gamble, all greatly
increased their capacity to produce disinfectants, a costly process
which included adding additional manufacturing capacity and hiring
more people, to meet the then unlimited global demand for better
and more efficient disinfectants.
On August 23, 2021, the FDA formally approved the first COVID-19
vaccine which had become available under Emergency Use
Authorization during late 2020 and early 2021. The availability of
the vaccines led to a chain of events which again significantly
altered global economies and their response to COVID-19. As the
vaccination of the population became more common, the demand for
sanitizers dropped significantly. Within months, previously scarce
commodities such as hand sanitizers, Clorox cleaning spray, and
paper towels were readily available in excess quantities and, in
many instances, available for free. The Debtor experienced the same
drop in the demand for its products.
The Debtor must now store this excess inventory without any clear
path to liquidating it so that the Debtor may generate cash to fund
operations and pay creditors. In response to these challenges, the
Debtor has implemented a business strategy designed to help offload
the excess inventory, reduce costs, and streamline operations.
The Debtor is the borrower pursuant to a Revolving Loan and
Security Agreement dated August 25, 2020 for a $15 million loan
between SanoTech, as borrower, and Texas Bank and Trust Company as
lender. In connection with the Loan Agreement, the Debtor also
executed a Revolving Note dated August 25, 2020, in the original
principal amount of $15 million payable to Texas Bank. Pursuant to
the Third Loan Modification, Texas Bank's funding commitment under
the Loan was reduced to $9.272 million. The Debtor estimates that
it is currently obligated to Texas Bank pursuant to the Note in the
approximate amount of $8 million.
As adequate protection, the Debtor seeks to grant adequate
protection to the Lender in the form of replacement liens in the
Debtor's assets that serve as prepetition collateral under Lender's
applicable loan documents.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3kY0AkU from PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$7,900 for the week ending February 5, 2023;
$35,025 for the week ending February 12, 2023;
$7,900 for the week ending February 19, 2023; and
$51,125 for the week ending February 27, 2023.
About SanoTech 360, LLC
SanoTech 360, LLC manufactures high-quality, advanced electrostatic
sprayers designed to apply disinfectant more efficiently than
conventional methods.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40261) on January 29,
2023. In the petition signed by George R. Robertson, chief
executive officer, the Debtor disclosed up to $50 million in both
assets and liabilities.
J. Robert Forshey, Esq., at Forshey & Prostok, LLP, represents the
Debtor as legal counsel.
SAVVA HOLDINGS: Seeks to Tap Michael Jay Berger as Legal Counsel
----------------------------------------------------------------
SAVVA Holdings, Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ the Law Offices of
Michael Jay Berger as its bankruptcy counsel.
The firm will render these legal services:
(a) communicate with creditors of the Debtor;
(b) review the Debtor's Chapter 11 bankruptcy petition and all
supporting schedules;
(c) advise the Debtor of its legal rights and obligations in a
bankruptcy proceeding;
(d) work to bring the Debtor into full compliance with
reporting requirements of the Office of the U.S. Trustee;
(e) prepare status reports as required by the court;
(f) respond to any motions filed in the Debtor's bankruptcy
proceeding; and
(g) respond to creditor inquiries;
(h) review proofs of claim filed in the Debtor's bankruptcy
and object to inappropriate claims;
(i) prepare Notices of Automatic Stay in all state court
proceedings in which the Debtor is sued; and
(j) if appropriate, prepare a Chapter 11 Plan of
Reorganization for the Debtor.
The hourly rates of the firm's attorneys and staff are as follows:
Michael Jay Berger, Esq. $595
Sofya Davtyan, Senior Associate Attorney $545
Carolyn M. Afari, Mid-level Associate Attorney $435
Robert Poteete, Mid-level Associate Attorney $435
Gary Baddin, Bankruptcy Analyst/Field Agent $275
Senior Paralegals and Law Clerks $250
Bankruptcy Paralegals $200
The firm received a $15,000 retainer.
Michael Jay Berger, Esq., the sole owner of the Law Offices of
Michael Jay Berger, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Blvd., 6th Floor
Beverly Hills, CA 90212-2929
Telephone: (310) 271-6223
Facsimile: (310) 271-9805
Email: michael.berger@bankruptcypower.com
About SAVVA Holdings
SAVVA Holdings, Inc. is a passenger vehicle rental company
operating in the Los Angeles Airport vicinity. SAVVA started as a
neighborhood car rental operation in Gardena, California, in
December 2020. Ever since its incorporation, SAVVA has acquired
approximately 110 vehicles and vehicle usage rights for its
operation.
SAVVA sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Calif. Case No. 23-10135) on Jan. 10, 2023. In
the petition signed by its chief executive officer, Nikita Gromyko,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Deborah J. Saltzman oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
is the Debtor's legal counsel.
SERTA SIMMONS: $851M Bank Debt Trades at 41% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Serta Simmons
Bedding LLC is a borrower were trading in the secondary market
around 58.7 cents-on-the-dollar during the week ended Friday,
January 27, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $851 million facility is a Term loan that is scheduled to
mature on August 10, 2023. The amount is fully drawn and
outstanding.
Serta Simmons Bedding, LLC manufactures bedding products. The
Company offers blankets, sheets, bed frames, mattress protectors,
and accessories.
SHILO INN: Court OKs Deal on Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington at
Tacoma authorized Shilo Inn, Portland/205, LLC to use cash
collateral on an interim basis in accordance with its agreement
with PDX Shilo Loan Owner LLC.
The parties agreed that the Debtor may use cash collateral for an
interim period through April 30, 2023 to fund ordinary and
necessary, as well as reasonable, costs of operating and
maintaining the Debtor's hotel.
The Debtor's use of cash collateral will automatically terminate in
the event the Debtor fails to file, on or before June 1, 2023, a
plan of reorganization that is capable of being confirmed within a
reasonable time and a related disclosure statement.
The Debtor is directed to provide to the Secured Creditor a full
accounting of all cash collateral received by the Debtor from the
Petition Date through December 31, 2022. The Cash Collateral
Accounting will be prepared on a cash basis and will be in the form
of a statement of income and expenses having a breakdown by line
item in the manner of the Cash Reconciliation, which accounting
will account for all sources and uses of cash collateral and any
other revenues generated by the Hotel from the Petition Date to and
including December 31, 2022.
A status conference with respect to the use of cash collateral is
set for March 15 at 10 a.m.
A copy of the stipulation and the Debtor's budget is available at
https://bit.ly/3JoSVq2 from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$144,470 for February 2023;
$108,950 for March 2023; and
$112,380 for April 2023.
A copy of the order is available at https://bit.ly/3RjEzcv from
PacerMonitor.com.
About Shilo Inn Portland/205
Shilo Inn Portland/205 LLC operates the "Shilo Inn" hotel in
Portland, Ore. The business is owned by Mark S. Hemstreet.
Shilo Inn Portland/205, along with several affiliates, first sought
Chapter 11 protection on March 20, 2022 (Bankr. D. Ore. Lead Case
No. 02-32682). Shilo Inn Portland/205's case was terminated on
March 30, 2004.
Hemstreet's Shilo Inn, Idaho Falls, LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 20-42489) on Nov. 2, 2020.
Two more Shilo Inn hotels owned by Hemstreet -- Shilo Inn, Bend,
LLC, and Shilo Inn, Warrenton, LLC -- filed for Chapter 11
bankruptcy on Aug. 13, 2021 (Bankr. W.D. Wash. Case Nos. 21-41340
and 21-41341). The cases are pending and jointly administered
under Case No. 21-41340.
Shilo Inn Portland/205 again filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No.
22-41459) on Nov. 10, 2022. In the petition filed by Larry Chank,
as authorized representative, Shilo Inn Portland/205 reported
between $10 million and $50 million in both assets and
liabilities.
Judge Brian D. Lynch handles the Debtors' cases.
Levene, Neale, Bender, Yoo & Golubchik, LLP and Stoel Rives, LLP
serve as the Debtors' bankruptcy counsel and local counsel,
respectively.
SHUTTERFLY LLC: $1.11B Bank Debt Trades at 50% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Shutterfly LLC is a
borrower were trading in the secondary market around 50.3
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.11 billion facility is a Term loan that is scheduled to
mature on September 25, 2026. About $1.09 billion of the loan is
withdrawn and outstanding.
Shutterfly, LLC. is an American photography, photography products,
and image sharing company, headquartered in Redwood City,
California.
SIGNAL PARENT: $550M Bank Debt Trades at 28% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Signal Parent Inc
is a borrower were trading in the secondary market around 71.9
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $550 million facility is a Term loan that is scheduled to
mature on April 1, 2028. About $541.8 million of the loan is
withdrawn and outstanding.
Signal Parent, Inc. provides interior design services.
SILGAN HOLDINGS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings affirms Silgan Holdings, Inc's (Silgan) Long-Term
Issuer Default Rating at 'BB+'. The Rating Outlook is Stable.
The affirmed 'BB+' rating reflects the company's leading positions
within the North America metal food and rigid plastic container
markets, as well as growing closures segment, serving stable end
markets, history of positive free cash flow generation, and
adherence to its 2.5x-3.5x financial policy post-acquisitions.
Fitch expects Silgan to generate annual free cash flow, after
dividends, growing from the $400 million range over the next
several years, which will allow a maintenance of EBITDA leverage of
below 4.0x through the forecast period. Credit concerns include
management's strategy to fund acquisitions with cash and debt and
the potential for shareholder pressure to increase returns. Fitch
recognizes however, the credit is supported by management's
long-standing conservative financial policies, which Fitch expects
will continue to accommodate modestly-sized M&A and shareholder
return activity.
KEY RATING DRIVERS
Resilient Operating Performance: Silgan's operating performance has
remained stable through the last several pandemic impacted years as
food and consumer products end market demand was buoyed by
increased home consumption. Fitch expects organic volume growth to
normalize in the low single digits across most segments through the
forecast period as inventory destocking, supply chain disruptions,
and other COVID-19 related issues abate.
Silgan's European operations, which account for approximately 25%
of total sales, have seen normal volume and margin performance
through the last nine months' spike in energy prices, a trend which
Fitch expects will continue through the forecast period. Finally,
Silgan's strong ability to pass-through raw materials costs has
also mitigated much of the impact of inflation on margins.
Acquisitions Add Diversification and Margin: Silgan's has completed
five acquisitions since 2020, majority cash and debt funded,
ranging up to $900 million in purchase price. The added businesses
are focused in the specialty closures and dispensing segments, and
generally provide Silgan with higher margins than existing
businesses, as well as strong niche positions in stable and growing
end markets such as healthcare, pharmaceuticals, and consumer
products.
Fitch believes that future closures and dispensing acquisitions are
likely to be modestly-sized relative to Silgan as a whole, as the
size of companies in the universe of targets is modest in
comparison to Silgan's increasing scale. Fitch expects that Silgan
will be able to executed on its M&A strategy while operating within
its targeted leverage range.
Leadership in Core Markets: Silgan's ratings are supported by its
large scale and dominant positions in stable end markets, with the
#1 share (60%) of the North American metal food container segment,
and leading positions in the rigid plastic container and closures
markets. Annual revenue is now above $6 billion, placing Silgan
amongst the largest global packaging companies. Silgan's core
customers include leaders in the food and consumer industries,
including Campbell Soup, Del Monte, Kraft Heinz, Nestle and P&G.
Silgan has co-located facilities with a majority of its major
customers, creating barriers to prospective new entrants. Long-term
arrangements covering approximately 90% of metal containers and the
majority of closures and plastic containers sales provide a measure
of visibility to Silgan's businesses, although the company is
exposed to low underlying growth trends across much of the cans and
plastic containers segments. Silgan has historically experienced
minimal customer turnover.
Consistent Free Cash Flow Generation: Silgan generates consistently
positive free cash flow, averaging 5% of revenues, which are
supported by stable EBITDA margins in the 14% to 15% range, and the
nondiscretionary and predictable nature of end-market demand in
food, beverage, and home and personal care. Margin risk stemming
from raw materials costs, predominately steel and resins, are
effectively mitigated by pass-through agreements with long-term
customers. Capital expenditure requirements are modest, at 4%-5% of
sales, further supporting FCF generation. Due to seasonality in the
metal can business, FCF generation is concentrated in the fourth
quarter, although Fitch expects Silgan to maintain sufficient
liquidity through availability under a committed $1.5 billion
revolving credit facility.
Commitment to Conservative Credit Metrics: Silgan management
maintains a clear and long-standing net debt leverage target range
of 2.5x to 3.5x, a policy which Fitch believes is credible, and
accommodated by stable cash flows and modest cash payouts to equity
investors. Silgan has operated within this range for almost 20
years through multiple acquisitions and economic cycles. Fitch
expects that through the forecast period, Silgan will maintain a
modest dividend payout, representing less than 10% of EBITDA, and
will continue to utilize share buybacks sparingly.
Additional borrowing stemming from acquisitions may on occasion
breach the upper limit of the leverage target, although Fitch
expects the company will return to the stated range within an 18-
to 24-month window. Fitch estimates that Silgan's total debt to
EBITDA at YE 2023 will be in the 4.0x range. Fitch believes capital
allocation will remain skewed toward M&A over cash shareholder
returns through the forecast period.
DERIVATION SUMMARY
Comparison to BBB peers: Aptar's is a leading manufacturer of
pharmaceutical and specialty consumer closures, sealing and
dispensing mechanisms. Silgan is larger than Aptar, with nearly
double the revenue, however Aptar has higher margins (in the low
20% area) reflecting the weight of its business in the highly
specialized and regulated pharmaceutical industry, and maintains
significantly lower total leverage (below 2.0x) as compared with
Silgan. Aptar also has a largely unencumbered balance sheet, as
compared with Silgan and Berry's significant usage of secured
debt.
Comparison to BB+ peers: Berry Global is leading global provider of
consumer packaging and materials for consumer and healthcare
markets. Berry is larger, more diversified by end market and
geography, and has higher margins than Silgan. Silgan's leverage is
currently equivalent to that of Berry, but is more likely to active
in meaningful M&A over the next several years, although Fitch
expects both companies to operate within their Fitch sensitivities
over the forecast period.
Ball Corporation, Crown Holdings, and Sealed Air Corp all have
leading positions within their respective packaging markets,
similar to Silgan, operate in stable and low-cyclicality end
markets, and have a high ability to pass through variable input
costs to customers. Similar to peers, Silgan has modest capex and
M&A needs which are able to be contained within the leverage bands,
which in this group are tightly grouped in the 3x-4x area.
Comparison to lower rated peers: Pactiv Evergreen Inc is slightly
smaller than Silgan, with lower margins (low teens) and
meaningfully higher leverage (6x trending down toward 5x) as a
result of recent leveraging transactions. Pactiv also has higher
customer concentration than higher rated peers, including Silgan,
and has more exposure to economic cyclicality due stemming from
exposure to the away from home food segment. Pactiv also has a less
clearly defined capital allocation strategy and leverage policy
than peers.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
- Normalization in volumes in 2023 and beyond as COVID
market distortions abate;
- Broadly stable margins in existing businesses reflecting
high ability to pass through elevated raw materials costs;
- Dividend payout ratio maintained at current levels;
- Acquisitions with economics similar to the recent
Gateway acquisition occurring annually during the
forecast period, funded via cash;
- Excess cash flow applied to modest share repurchases
in order years of the forecast.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Demonstrated commitment toward maintaining EBITDA
Leverage below 3.5x on a sustained basis, supported
by a clear and credible financial policy;
- Credit conscious implementation of the company's M&A
strategy while maintaining or enhancing cash flow
consistency;
- Transition to a less encumbered balance sheet.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA Leverage above 4.0x on a sustained basis,
or a weakening of existing leverage targeting;
- A debt funded acquisition which is not accommodated within
existing financial policies, does not have a clear
deleveraging path within 24 months, or which materially
changes the predictability of cash flows;
- A change in capital allocation policies which prioritizes
shareholder returns over deleveraging.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects Silgan to have adequate liquidity
to meet its financial commitments over the forecast period. Fitch
expects Silgan to generate over $600 million in FFO annually, which
comfortably covers annual capital expenditures of around $250
million, annual common dividends of around $70 million, and debt
amortization obligations of around $100 million.
The revolving credit facility, which was increased to $1.5 billion
from $1.2 billion on Nov. 9 2021, the company had approximately had
approximately $1 billion available as of 9/30/2022, in addition to
cash of $243.6 million. The revolving credit facility typically
provides sufficient liquidity to cover seasonal working capital
requirements.
Silgan's seasonal usage of the facility can be significant during
the third quarter, driven by the fruit and vegetable canning
business. Typically, Silgan averages $550 million drawn on its R/C
during this time - which is usually paid down by the end of year.
Liquidity during peak borrowing season is usually over $500
million, with approximately $1 billion of capacity within the
revolver and an additional $100 million or more in cash.
Manageable Debt Maturities: The amended credit extends the
company's revolving credit facility to November 2026, and the
senior secured credit facility until November 2027. Fitch expects
mandatory amortization payments for credit facilities will be
manageable given expected positive FCF generation. Fitch does not
view refinancing risk as a material risk to the credit, given
demonstrated lender support for the company and strong FCF
generation.
ISSUER PROFILE
Silgan Holdings Inc. (Silgan) is a leading supplier of rigid
packaging for a range of food, beverage and consumer products
companies with EBITDA of approximately $900 million on revenue of
over $6 billion. The company generates about 70% of revenues in
North America and the remaining 20% in Europe, with the balance
predominately in Latin America. Silgan operates 112 manufacturing
facilities in North and South America, Europe and Asia.
Recent Transactions:
In February 2020, Silgan issued (i) an additional $200 million
principal amount of its existing 4⅛% notes due 2028; and (ii)
EUR500 million ($586 million) principal amount of the 2 1/4% Notes
due 2028. The Company used the net proceeds from such issuances to
prepay most its outstanding U.S term loans under its Credit
Agreement. Silgan then funded the Albea acquisition in June 2020
with term and revolving loan borrowings under an amended Credit
Agreement, which accommodated a delayed draw term loan of $900
million.
In June 2020, Silgan acquired the dispensing operations of the
Albea Group, a leading global supplier of specialized pumps,
sprayers and foam dispensing solutions to major branded consumer
goods product companies in the beauty and personal care markets,
for cash of $901.0 million. The acquisition expanded Silgan's
closures franchise and dispensing systems operations. As of the
date, this was the second large recent acquisition in the closures
area for Silgan; in April 2017 it acquired WestRock's dispensing
systems business $1.02 billion.
In February 2021, Silgan issued $500 million of 1.4% Senior Secured
Notes due April 1 2026, net proceeds of which were used to prepay
outstanding term loans.
In September 2021, Silgan acquired Gateway Plastics, a manufacturer
of closures and integrated packaging solutions. Gateway had
estimated 2021 sales of $150 million and adjusted EBITDA of $46
million. The purchase price was $485 million, funded with
revolving loan borrowings under the senior secured credit
facility.
In September 2021, Silgan also acquired Unicep Packaging, a
precision dosing packaging company serving the diagnostic test,
oral care and skin care products markets. Unicep has annual sales
of approximately $45 million and 2021 adjusted EBITDA of $18.3
million. The purchase price was $237 million.
In October 2021, Silgan acquired Easytech Closures S.p.A., a
manufacturer of easy open and sanitary metal ends primarily for
food applications in Europe. The company generated an estimated
$45 million in sales and $7.8 million in EBITDA in 2021. The
purchase price was $36.5 million, also funded with borrowings under
its revolving loan facility.
In November 2021, Silgan announced the completion of an amendment
to its Senior Secured Credit Facility, which extended the maturity
date by more than three years, to November 2027, and increased the
revolving loan facility from $1.2 billion to $1.5 billion. The
amendment also terminated the Canadian Revolver and provided a new
$1 billion term loan to refinance outstanding term and revolving
balances.
In February 2022, Silgan redeemed $300 million in outstanding on
its 4.75% senior notes with proceeds from R/C borrowings and cash
on hand.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Silgan Holdings Inc. LT IDR BB+ Affirmed BB+
senior unsecured LT BB+ Affirmed RR4 BB+
senior secured LT BBB- Affirmed RR1 BBB-
SPRING MOUNTAIN: Wins Access to $4MM DIP Loan on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
Santa Rosa Division, authorized Spring Mountain Vineyard Inc. to
use cash collateral and obtain postpetition financing, on a final
basis.
The Debtor is permitted to obtain senior secured postpetition
financing from MGG California, LLC, as DIP Agent on behalf of the
DIP lenders, on a superpriority basis pursuant to the terms and
conditions of the Final Order and the Debtor in Possession Secured
Multi-Draw Term Promissory Note, in the aggregate, maximum
principal amount of up to $4 million.
The Debtor has an immediate need for financing to, among other
things, preserve and maximize the value of the assets of the
Debtor's bankruptcy estate.
The terms and provisions of the Third Cash Collateral Order, as
extended pursuant to the Cash Collateral Stipulation, is further
extended to the Maturity Date, and the Debtor is permitted to use
cash collateral solely in accordance with and to the extent set
forth in the Approved Budget during the period commencing on the
date of the Final Order through the Maturity Date.
As previously reported by the Troubled Company Reporter, the
Debtor's sole secured creditor is MGG California LLC, which is the
administrative agent and collateral agent for a group of lenders
who are affiliated with MGG. The Debtor obtained a $185 million
loan from MGG in October 2018. Since that date, the Debtor and MGG
have amended the credit facility twice, entered into a forbearance
agreement, and amended the terms of that forbearance agreement two
times, most recently in July 2022. As a result of these
transactions, with one exception, MGG possesses a security interest
in all of the Debtor's assets.
As adequate protection, the Administrative Agent, for the benefit
of itself, is granted valid, binding, enforceable and perfected
replacement and additional liens upon and security interests in all
property.
As adequate protection for the Diminution in Value of its interest
in the Prepetition Collateral, the Administrative Agent is granted
as and to the extent provided by sections 503 and 507(b) of the
Bankruptcy Code, an allowed superpriority administrative expense
claim in the Case and any successor bankruptcy case, subject in all
respects to the Carve-Out.
The Adequate Protection Superpriority Claim will have priority over
all administrative expense claims, including administrative
expenses of the kinds specified in or ordered pursuant to sections
503(b) and 507(b) of the Bankruptcy Code, and unsecured claims
against the Debtor and the Estate.
The authorization to obtain financing pursuant to the Final Order
and the DIP Loan Documents expires, and the DIP Loan matures and
becomes due and payable on the date that is the earliest of:
(a) the date of consummation of a sale of all or substantially
all of the assets of the Debtor pursuant to section 363 of the
Bankruptcy Code or a transaction that results in payment in full,
in cash, of the Prepetition Obligations and the DIP Obligations;
(b) April 15, 2023; or
(c) termination by the DIP Agent (acting at the direction of
the DIP Lenders) the occurrence of an Event of Default under the
DIP Loan Documents.
The Debtor agrees to these terms that will govern its sale
process:
(a) Stalking Horse Bid: (1) The Debtor and its advisors will
use their reasonable best efforts to market the Debtor's assets and
obtain a stalking horse bid on or before February 17, 2023,
provided, however, the failure to obtain a stalking horse bid
itself will not be a breach pursuant to the DIP Loan; provided,
further, that the Debtor's investment banker will be allowed, in
its sole discretion, to communicate with the DIP Agent and its
advisors in connection with the marketing and sale of the Debtor's
vineyard property located in St. Helena, CA, and wine inventory,
and the Chapter 11 case without the Debtor or its counsel present.
(b) The Debtor will not decide to accept a stalking horse bid,
if any, until no earlier than February 17, 2023, unless the DIP
Agent otherwise consents in writing. The Debtor will consider all
stalking horse bids received, including a stalking horse bid
submitted by MGG California, if any, which bid may be submitted on
or after February 17.
(c) All of MGG;s rights are fully reserved, including, without
limitation, the filing of any objection or other pleadings on or
after February 17, relating to the Debtor's selection of a stalking
horse bid, regardless of whether the Debtor decides to accept a
stalking horse bid (including a bid by MGG), or to not accept any
stalking horse bid at all and proceed to a naked auction.
(d) On or before January 17, 2023, the Debtor was required to
file a motion seeking (1) entry into a stalking horse purchase
agreement, if any and providing that any stalking horse bid shall
be acceptable to the DIP Agent in its sole discretion, (2) approval
of bidding procedures for the sale of all or substantially all
assets of the Debtor, (3) scheduling the auction, the hearing, and
objection deadlines for such sale consistent with the deadlines
herein, and (4) seeking related relief consistent with the Final
Order.
(e) The auction in connection with the sale of all or
substantially all assets of the Debtor must conclude no later than
March 24, 2023 (i.e., an auction scheduled to occur over multiple
days shall conclude no later than March 24). The DIP Agent's rights
are fully reserved, including, without limitation, (1) to
participate, including, without limitation, a credit bid of all or
any portion of its claim, at the auction, and (2) to file
objections or other pleadings in connection with the sale hearing.
(f) The hearing to consider approval of the sale of all or
substantially all assets of the Debtor must occur no later than
March 31, 2023.
(g) The closing of a sale approved by the Bankruptcy Court
must occur no later than April 15, 2023.
The DIP Agent or any DIP Lender may be reached at:
MGG California, LLC
One Penn Plaza, Suite 5320
New York, NY 10119
E-mail: creditagreementnotices@mgginv.com
MGG California, LLC, as DIP Agent, is represented by:
Frederic L. Ragucci, Esq.
Proskauer Rose LLP
11 Times Square
New York, NY 10036
E-mail: fragucci@proskauer.com
- and -
Jeff J. Marwil, Esq.
Proskauer Rose LLP
70 West Madison, Suite 3800
Chicago, IL 60602-4342
E-mail: jmarwil@proskauer.com
A copy of the order is available at https://bit.ly/3jmARSK from
PacerMonitor.com.
About Spring Mountain Vineyard Inc.
Spring Mountain Vineyard Inc. is a privately owned estate comprised
of four vineyards. Spring Mountain Vineyard's beneficial owner is
Jacob Safra, who also owns Encyclopaedia Britannica, Inc., the
company that holds the famed Encyclopedia Britannica and
Merriam-Webster dictionary and thesaurus, with an estimated value
of $450 million to $550 million.
Spring Mountain Vineyard sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10381) on
September 29, 2022. In the petition signed by Constantine S.
Yannias, as president, the Debtor disclosed up to $500 million in
both assets and liabilities.
Judge Charles Novack oversees the case.
Victor A. Sahn, Esq., at Greenspoon Marder, LLP, is the Debtor's
counsel.
MGG California, LLC, as DIP Agent, is represented by Frederic L.
Ragucci, Esq., and Jeff J. Marwil, Esq., at Proskauer Rose LLP.
STRUCTURAL TECHNOLOGY: Court OKs Interim Cash Collateral Access
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Structural Technology Custom Homes LLC to use cash collateral on an
interim basis in accordance with the budget, with a 20% variance.
The Debtor requires the use of cash collateral to pay post-petition
operating expenses in the ordinary course of its businesses.
The Debtor intends to reach a resolution with the Small Business
Administration for the long-term budget that the adequate
protection payment to it will be $731 per month.
The Court said any creditor holding a valid and enforceable
prepetition security interest in any pre-petition property of the
estate, will have a post-petition replacement lien on the same type
of post-petition assets acquired by the Debtor after the Petition
Date, if any, and in the same validity, priority, and extent as
such creditor possessed a lien on property on the Petition Date,
and will have all the rights and remedies of a secured creditor in
connection with the replacement liens granted by the Order, except
to the extent that the Bankruptcy Code may affect such rights and
remedies. The liens will be effective without perfection and as
against any successors of the Debtor, including any trustee.
A further status hearing on the matter is set for February 14, 2023
at 1:30 p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3Ho9nnO from PacerMonitor.com.
The Debtor projects $19,655 in total revenues and $15,296 in total
expenses.
About Structural Technology Custom Homes LLC
Structural Technology Custom Homes LLC is a home repair company
serving Mesa, AZ and the surrounding areas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00080) on January 6,
2023. In the petition signed by Joseph Rubanow, manager, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Brenda K. Martin oversees the case.
D. Lamar Hawkins, Esq., at Guidant Law, PLC, represents the Debtor
as legal counsel.
SYNCHRONY FINANCIAL: S&P Rates $750MM Subordinated Notes 'BB+'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term debt rating on
Synchrony Financial's $750 million issuance of subordinated
unsecured notes due 2033.
The rating on the subordinated debt is two notches lower than the
Synchrony's stand-alone credit profile of 'bbb', based on the
structural subordination of the holding company and the issue's
subordination to existing and future senior unsecured debt.
The issuance will build Synchrony's regulatory total capital (it
counts as a Tier 2 instrument) and support its business growth
plans.
Synchrony's total risk-based, Tier 1, and common equity Tier 1
capital ratios were 15%, 13.6%, and 12.8% at year-end 2022,
respectively. This transaction will not affect Synchrony's S&P
Global Ratings risk-adjusted capital ratio because subordinated
debt is not eligible for inclusion in our total adjusted capital,
the numerator of the ratio.
THOMPSON MILLWORK: Unsecured Creditors to Get Nothing in Plan
-------------------------------------------------------------
Thompson Millwork, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of North Carolina a Plan of Reorganization for
Small Business dated January 24, 2023.
The Debtor is a limited liability corporation. Since 2019, the
Debtor has been in the business of manufacturing architectural
millwork.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $14,481.79. The monthly
payments proposed under the Plan, following initial cash payments
on the effective date, totals $14,659.
With the exception of payments made to the secured claim of US
Small Business Administration, the final Plan payment is expected
to be paid five years from the effective date.
This Plan of Reorganization proposes to pay creditors of the Debtor
from an infusion of capital in the form of Employee Retention Tax
Credit payment, sale of assets, and ordinary cash flow from
operation.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at 0 cents on the dollar. This Plan also provides for the payment
of administrative and priority claims.
Class 10 consists of General Unsecured Claims. Non-priority
unsecured claims shall receive no distribution on account of their
claims. This Class is impaired.
Class 11 consists of Equity security holders of the Debtor. The
100% ownership interest of the sole member-manager and founder of
the Debtor, Matthew Thompson, shall be unaffected by this Plan.
The Debtor intends to implement the Plan by the following means:
* Ordinary business operations: the primary means by which the
Debtor will implement this Plan is by its ordinary business
operations.
* Sale, lease-back, of equipment with Cleora Sterling Corp.:
The Debtor also intends to sell certain specific equipment to
Cleora Sterling Corporation and subsequently enter into a lease
agreement for its continued use. The Debtor expects to derive
approximately $40,000 of cash proceeds from that sale that can be
used to satisfy administrative priority claims.
* Sub-lease of facility with Cleora Sterling Corp.: The Debtor
is presently a hold-over tenant of Crown/Redman Crossing, LLC. The
Debtor intends to enter into a sub-lease agreement with Cleora
Sterling Corp. who is negotiating a prime lease with Crown/Redman
Crossing, LLC, the owner of the 200 Redman Crossing facility.
* Employee Retention Tax Credit: The Debtor has submitted an
application for an Employee Retention Tax Credit in the amount of
$1,336,033. The Debtor expects to receive those funds in May 2023.
It is from these funds that the Debtor expects to satisfy the
administrative priority claims, priority tax claims, and Classes 1
through 4.
A full-text copy of the Plan of Reorganization dated January 24,
2023 is available at https://bit.ly/3wHRGuw from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
Philip Sasser, Esq.
Sasser Law Firm
2000 Regency Parkway, Suite 230
Cary, NC 27518
Tel: (919) 319-7400
Fax: (919) 657-7400
Email: psasser@carybankruptcy.com
About Thompson Millwork
Thompson Millwork LLC is a turnkey commercial casework and
specialty millwork provider based in Durham, North Carolina.
Thompson Millwork LLC filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
22-802102) on Oct. 26, 2022. In the petition filed by Matthew
Thompson, as managing member, the Debtor reported assets and
liabilities between $1 million and $10 million.
Brian Richard Anderson has been appointed as Subchapter V trustee.
Judge Benjamin A. Kahn oversees the case.
The Debtor is represented by Philip Sasser, Esq., at Sasser Law
Firm.
THORCO INC: Taps Kris A. McLean Law Firm as Special Counsel
-----------------------------------------------------------
Thorco, Inc. received approval from the U.S. Bankruptcy Court for
the District of Montana to employ Kris A. McLean Law Firm, PLLC as
its special counsel.
The Debtor needs legal representation concerning the litigation
before Judge Amy Eddy in the Flathead County District Court,
District of Montana captioned MO Somers LLC v. Thorco, Inc. et al.
(Cause No. DV-22-362).
The hourly rates of the firm's attorneys are as follows:
Kris A. McLean $300
Tyson A. McLean $250
Jordan Pallesi $250
In addition, the firm will seek reimbursement for expenses
incurred.
The firm has requested an additional post-petition retainer in the
amount of $5,000.
Tyson McLean, Esq., an attorney at Kris A. McLean Law Firm,
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:
Tyson A. McLean, Esq.
Kris A. McLean Law Firm, PLLC
2315 McDonald Ave., Suite 106
Telephone: (406) 396-9367
Email: tyson@krismcleanlaw.com
About Thorco Inc.
Thorco, Inc. is classified under heavy and civil engineering
construction and has been in business for more than 10 years. It is
located in Kalispell, Mont.
Thorco filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mont. Case No. 22-90119) on July 29,
2022, with as much as $50,000 in both assets and liabilities.
Christy L. Brandon serves as Subchapter V trustee.
Judge Joseph M. Meier oversees the case.
The Debtor tapped Matt Shimanek, Esq., at Shimanek Law, PLLC as
bankruptcy counsel and Kris A. McLean Law Firm, PLLC as special
counsel.
TIMES SQUARE: Amends Unsecured Creditors' Claims Details
--------------------------------------------------------
Times Square JV LLC, et al., submitted an Amended Disclosure
Statement for the Plan of Reorganization dated January 24, 2023.
The Plan contemplates either a sale to a third party or an
equitization restructuring. In the event of a sale, the Plan
provides for a liquidation of the Debtors. Also, in the event of an
equitization restructuring, the Plan provides for the liquidation
of Debtor CPTS. The Debtors thus believe that the Plan, in either a
sale transaction or in an equitization with respect to Debtor CPTS,
satisfies the letter of section 1129(a)(11) in that liquidation is
proposed.
The Debtors believe that the restructuring contemplated by the
Plan, through future operating revenue, will provide the
Reorganized Debtors with the liquidity they need to satisfy post
Effective Date expenses that arise in the ordinary course of
business. As provided in the Plan, while not necessary, the Debtors
may raise exit financing from the Mortgage Lender, to supplement
future operating revenues to provide for the liquidity needed to
satisfy post-Effective Date expenses.
In connection with the planning and development of a plan of
reorganization, and for the purposes of whether such plan would
satisfy this feasibility standard, the Debtors analyzed their
ability to satisfy their financial obligations while maintaining
sufficient liquidity and capital resources to operate their
business. For purposes of demonstrating feasibility of the Plan,
the Debtors have prepared the forecasted, consolidated projections
(the "Financial Projections" or the "Projections") for the period
from April 2023 through December 31, 2024 (the "Projection
Period"). The Financial Projections were prepared based on
assumptions made by the Debtors' advisors as to the future
performance of the Reorganized Debtors, and reflect the Debtors'
judgment and expectations regarding their future operations and
financial position.
The Hotel's operations resumed on November 1, 2022, and the Hotel
experienced strong, positive cash flow through the end of the year.
The Hotel business does experience seasonality, with the first
quarter historically being the weakest of the four. The Hotel is
projected to have positive cash flow and net operating income
beginning in the second quarter and throughout the remainder of
2023. That net operating income would be available to help support
the Hotel's operating, financing, and other expenses in the
ordinary course of business. Based on the Projections, the combined
net operating income of the combined businesses in 2023 will
generate sufficient cash to combat the seasonal downturn that is
expected to occur in the first quarter of 2024.
Unsecured Debt:
* TSJV: As of the Petition Date, TSJV has prepetition
unsecured debt totaling approximately $237,000. This debt relates
to contracts with certain utilities.
* CPTS: As of the Petition Date, Debtor CPTS has prepetition
unsecured debt totaling approximately $7.8 million, not inclusive
of intercompany debts. This debt relates to contracts with trade
creditors and the operation and maintenance of the Hotel including
contracts CPTS has with various service and utility providers as
well as customer and event deposits. In the case the IHG Rejection
Motion is granted, CPTS may owe rejection damages to IHG.
* Remaining Debtors: Debtors 1601 Broadway Holdings and 1601
Broadway Owner do not have any material unsecured debt.
Class 5a, 5b, 5c—Other Unsecured Claims
Class 5a Treatment: Except to the extent that a Holder of an
Allowed Other Unsecured Claim against TSJV agrees to less favorable
treatment, on the later of the Effective Date and the date that is
10 Business Days after the date such Other Unsecured Claims becomes
an Allowed Claim, or as soon thereafter as is reasonably
practicable, each Holder of an Allowed Other Unsecured Claim
against TSJV shall receive, on account of such Allowed Claim,
* if a Payout Event occurs, its Pro Rata Share (together with
Holders of Class 4a Claims) of Net Sale Proceeds at TSJV, or
* If a Payout Event does not occur, Holders of Other Unsecured
Claims against TSJV shall not receive any distribution on account
of such Other Unsecured Claim and all such Other Unsecured Claims
shall be cancelled and discharged.
Class 5b Treatment: Except to the extent that a Holder of an
Allowed Other Unsecured Claim against CPTS agrees to less favorable
treatment, on the later of the Effective Date and the date that is
10 Business Days after the date such Other Unsecured Claim becomes
an Allowed Claim, or as soon thereafter as is reasonably
practicable, each Holder of an Allowed Other Unsecured Claim
against CPTS shall receive, on account of such Allowed Claim,
* if a Payout Event occurs, its Pro Rata Share (together with
Holders of Class 4b claims) of Net Sale Proceeds at CPTS; or
* If a Payout Event does not occur, Holders of Other Unsecured
Claims against CPTS shall not receive any distribution on account
of such Other Unsecured Claim and all such Other Unsecured Claims
shall be cancelled and discharged.
Class 5c Treatment: Except to the extent that a Holder of an
Allowed Other Unsecured Claim against the 1601 Broadway Entities
agrees to less favorable treatment, on the later of the Effective
Date and the date that is 10 Business Days after the date such
Other Unsecured Claim becomes an Allowed Claim, or as soon
thereafter as is reasonably practicable, each Holder of an Allowed
Other Unsecured Claim against the 1601 Broadway Entities shall
receive, on account of such Allowed Claim,
* if a Payout Event occurs, its Pro Rata Share (together with
Holders of Class 4c claims) of Net Sale Proceeds at the applicable
1601 Broadway Entity; or
* If a Payout Event does not occur, Holders of Other Unsecured
Claims against the 1601 Broadway Entities shall not receive any
distribution on account of such Other Unsecured Claim and all such
Other Unsecured Claims shall be cancelled and discharged.
If a Payout Event occurs, the Successful Bid (or Successful
Bidders, as applicable) shall transfer to the Debtors pursuant to
the Bidding Procedures the Cash necessary to (i) satisfy all claims
of the DIP Lender, (ii) satisfy all claims of the Secured Lenders;
(iii) satisfy any break-up fee or expense reimbursement payable
under the Bidding Procedures Order, (iv) fund the Administrative
Expense and Priority Escrow Account, and (v) fund a wind-down
budget of no more than $1,000,000, each on or before the Effective
Date. Following the payment of distributions to the DIP Lender and
the Secured Lenders on the Effective Date, the Net Sale Proceeds
shall be available for distribution as provided under the Plan.
If a Payout Event does not occur, on the Effective Date, or as soon
as reasonably practicable thereafter, the Reorganized Debtors shall
implement a series of transactions (the "Restructuring
Transactions"), including (a) the exchange of 100% of the DIP
Facility and no more than [•] of the Mortgage Loan for a pro rata
share of 100% of the Reorganized TSJV Equity Interests, (b)
cancellation of the Interests in TSJV and CPTS, and (c) entry into
the Exit Facility Credit Agreement.
The Bankruptcy Court has scheduled a hearing to consider
Confirmation of the Plan for March 16, 2023 at 9:30 a.m. in the
United States Bankruptcy Court for the Southern District of New
York (the "Confirmation Hearing").
The Bankruptcy Court has directed that objections, if any, to
Confirmation of the Plan be filed and served on or before March 9,
2023 at 4:00 in the manner described in the Notice accompanying
this Disclosure Statement.
A full-text copy of the Amended Disclosure Statement dated January
24, 2023, is available at https://bit.ly/3jp4F14 from Stretto, the
claims agent.
Proposed Counsel to the Debtors:
John R. Ashmead, Esq.
Robert J. Gayda, Esq.
Catherine V. LoTempio, Esq.
Andrew J. Matott, Esq.
SEWARD & KISSEL LLP
One Battery Park Plaza
New York, NY 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
About Times Square JV LLC
Times Square JV LLC owns a building located at 1605 Broadway, New
York, NY 10019, in central Times Square (between West 48th and 49th
Streets).
The Premises has a total of 840,000 square feet and consists, among
other things, of certain hotel space on the 15th through 46th
floors, currently branded as the Crowne Plaza Times Square
Manhattan Hotel; 196,300 square feet of commercial office space,
portions of which are currently leased to three third-party
tenants; 17,800 square feet of ground floor retail space; certain
billboard spaces; and a parking garage.
Debtor TJV leases the Premises to affiliate CPTS Hotel Lessee LLC
pursuant to an Agreement of Lease dated as of Jan. 1, 2017, as
amended. Affiliates 1601 Broadway Owner LLC and 1601 Broadway
Holdings LLC directly or indirectly own or lease certain real
property underlying the Premises.
Vornado is the ultimate indirect majority parent of non-debtor CPTS
Mezz Borrower, which is the sole legal and beneficial owner of 100%
of the issued and outstanding limited liability company membership
interests in Debtor CPTS.
On Dec. 28, 2022, CPTS Hotel Lessee LLC ("CPTS"), Times Square JV
LLC ("TSJV"), 1601 Broadway Owner LLC and 1601 Broadway Holdings
LLC filed voluntary petitions for relief under chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-11715) on Dec.
27, 2022. In the petition filed by Richard Shinder, as president,
treasurer and sole director, TSJV reported assets and liabilities
between $100 million and $500 million.
Judge John P. Mastando III oversees the case.
The Debtors are represented by John R. Ashmead, Esq. at Seward &
Kissel, LLP.
TREASURE ISLAND: Seeks to Hire Sole Law as Special 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 employ Sole Law, PLLC as special counsel.
The Debtor needs legal representation concerning a lawsuit against
the City of Treasure Island, in the Pinellas County Circuit Court
styled Treasure Island Tennis & Yacht Club Corporation of Pinellas
v. The City of Treasure Island.
The firm will be compensated using a hybrid fee structure as
follows:
(a) 10 percent of the recovery; and
(b) reduced hourly rates of $285 for attorneys and $150 for
paralegals and legal assistants.
Kathryn Sole, Esq., an attorney at Sole Law, 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:
Kathryn J. Sole, Esq.
Sole Law, PLLC
555 5th Ave N.
St. Petersburg, FL 33701
Telephone: (727) 490-9086
Email: kathryn@sole-law.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. In the petition signed by William L. Edwards, member, the
Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
Judge Caryl E. Delano oversees the case.
The Debtor tapped Stephenie Biernacki Anthony, Esq., at Anthony &
Partners, LLC as bankruptcy counsel and Kathryn J. Sole, Esq., at
Sole Law, PLLC as special counsel.
TWO DELUNA: Seeks Approval to Hire Gena Hayes as Accountant
-----------------------------------------------------------
Two Deluna, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Florida to employ Gena Hayes, an
accountant at Accounting & Concepts Tax Service.
Ms. Hayes will render these monthly accounting services:
(a) review data entries;
(b) make adjustments for accrual-based accounting;
(c) review the general ledger; and
(d) input data for financial reports and tax returns.
The accountant will be paid $125 per hour for bookkeeping
services.
Ms. Hayes disclosed in a court filing that she is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The accountant can be reached at:
Gena Hayes
Accounting & Concepts Tax Service
Gulf Breeze, FL 32562
Telephone: (727) 490-9086
Email: kathryn@sole-law.com
About Two Deluna
Two Deluna, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
22-30620) on Nov. 22, 2022, listing under $1 million in both assets
and liabilities. Judge Jerry C. Oldshue Jr. oversees the case.
The Debtor tapped J. Steven Ford, Esq., at Wilson, Harrell,
Farrington, Ford, Wilson, Spain & Parsons, PA as legal counsel and
Gena Hayes at Accounting & Concepts Tax Service as accountant.
UNCLE DAN'S TIRE: Taps Troutman Law Firm as Bankruptcy Counsel
--------------------------------------------------------------
Uncle Dan's Tire World, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Oregon to employ the law firm
of Troutman Law Firm, PC to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Attorney $495
Paralegal $220
The firm received a retainer in the amount of $5,000.
Ted Troutman, Esq., an attorney at Troutman Law Firm, 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:
Ted Troutman, Esq.
Troutman Law Firm PC
5075 SW Griffith Dr., Suite 220
Beaverton, OR 97005
Telephone: (503) 292-6788
Facsimile: (503) 596-2371
Email: tedtroutman@sbcglobal.net
About Uncle Dan's Tire World
Uncle Dan's Tire World, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-30137) on Jan.
23, 2023, with up to $100,000 in assets and up to $500,000 in
liabilities. Daniel Svihla, president of Uncle Dan's Tire World,
signed the petition.
Judge Teresa H. Pearson oversees the case.
Ted A. Troutman, Esq., at Troutman Law Firm PC, serves as the
Debtor's counsel.
UNITED FURNITURE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Ten affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
United Furniture Industries NC, LLC 23-10282
5380 Highway 145 S
Tupelo, MS 38801-0811
United Furniture Industries CA, Inc. 23-10284
431 Highway 41 N
Okolona, MS 38860-9792
FW Acquisition, LLC 23-10285
5380 Highway 145 S
Tupelo, MS 38801-0811
Furniture Wood, Inc. 23-10286
5380 Highway 145 S
Tupelo, MS 38801-0811
United Wood Products, Inc. 23-10287
5380 Highway 145 S
Tupelo, MS 38801-0811
Associated Bunk Bed Company 23-10288
5380 Highway 145 S
Tupelo, MS 38801-0811
UFI Royal Development, LLC 23-10290
5380 Highway 145 S
Tupelo, MS 38801-0811
UFI Exporter, Inc. 23-10291
431 E Monroe Ave
Okolona, MS 38860-9729
UFI Transportation, LLC 23-10292
431 Highway 41 N
Okolona, MS 38860-9792
LS Logistics, LLC 23-10293
5380 Highway 145 S
Tupelo, MS 38801-0811
Business Description: United Furniture Industries NC, LLC
manufactures home furnishing products. The
Company offers stationery sofas, chairs,
sectionals, and recliners.
Chapter 11 Petition Date: January 31, 2023
Court: United States Bankruptcy Court
Northern District of Mississippi
Debtors' Counsel: Douglas C. Noble, Esq.
MCCRANEY MONTAGNET QUIN & NOBLE PLLC
602 Steed Rd Ste 200
Ridgeland, MS 39157-9428
Tel: (601) 707-5725
Email: dnoble@mmqnlaw.com
United Furniture Industries NC's
Estimated Assets: $100 million to $500 million
United Furniture Industries NC's
Estimated Liabilities: $10 million to $50 million
United Furniture Industries CA's
Estimated Assets: $1 million to $10 million
United Furniture Industries CA's
Estimated Liabilities: $1 million to $10 million
FW Acquisition's
Estimated Assets: $0 to $50,000
FW Acquisition's
Estimated Liabilities: $0 to $50,000
Furniture Wood's
Estimated Assets: $1 million to $10 million
Furniture Wood's
Estimated Liabilities: $1 million to $10 million
United Wood Products'
Estimated Assets: $0 to $50,000
United Wood Products'
Estimated Liabilities: $0 to $50,000
Associated Bunk Bed's
Estimated Assets: $0 to $50,000
Associated Bunk Bed's
Estimated Liabilities: $0 to $50,000
UFI Royal Development's
Estimated Assets: $0 to $50,000
UFI Royal Development's
Estimated Liabilities: $100,000 to $500,000
UFI Exporter's
Estimated Assets: $0 to $50,000
UFI Exporter's
Estimated Liabilities: $0 to $50,000
UFI Transportation's
Estimated Assets: $10 million to $50 million
UFI Transportation's
Estimated Liabilities: $1 million to $10 million
LS Logistics'
Estimated Assets: $500,000 to $1 million
LS Logistics'
Estimated Liabilities: $100,000 to $500,000
The petitions were signed by Derek A. Henderson, Chapter 11
trustee.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IFU7O2Q/United_Furniture_Industries_NC__msnbke-23-10282__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KCWCKHI/United_Furniture_Industries_CA__msnbke-23-10284__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/LO3BKOY/FW_Acquisition_LLC__msnbke-23-10285__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/HYXNRII/Furniture_Wood_Inc__msnbke-23-10286__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KZCXM2Q/United_Wood_Products_Inc__msnbke-23-10287__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EWPENSI/Associated_Bunk_Bed_Company__msnbke-23-10288__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KX57YLI/UFI_Royal_Development_LLC__msnbke-23-10290__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EZORN7Y/UFI_Exporter_Inc__msnbke-23-10291__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/FPNGSAI/UFI_Transportation_LLC__msnbke-23-10292__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/LRFIWQY/LS_Logistics_LLC__msnbke-23-10293__0001.0.pdf?mcid=tGE4TAMA
UNITED PF: $116M Bank Debt Trades at 26% Discount
-------------------------------------------------
Participations in a syndicated loan under which United PF Holdings
LLC is a borrower were trading in the secondary market around 73.6
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $116 million facility is a Term loan that is scheduled to
mature on December 30, 2028. The amount is fully drawn and
outstanding.
United PF Holdings, LLC operates fitness and recreation centers.
The Company offers services in the United States.
UNITED PF: $525M Bank Debt Trades at 21% Discount
-------------------------------------------------
Participations in a syndicated loan under which United PF Holdings
LLC is a borrower were trading in the secondary market around 79.5
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $525 million facility is a Term loan that is scheduled to
mature on December 30, 2026. The amount is fully drawn and
outstanding.
United PF Holdings, LLC operates fitness and recreation centers.
The Company offers services in the United States.
UNLIMITED DEVELOPMENT: Case Summary & One Unsecured Creditor
------------------------------------------------------------
Debtor: Unlimited Development Corp.
Cond Capitolio Plaza
Apt 11009
San Juan, PR 00901
Business Description: The Debtor owns a residential apartment
located at Capitolio Plaza, San Juan, PR,
valued at $375,000.
Chapter 11 Petition Date: January 31, 2023
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 23-00253
Debtor's Counsel: Wanda Luna-Martinez, Esq.
LUNA LAW OFFICES
PO Box 19400
San Juan, PR 00919-4000
Tel: (787) 998-2356
Fax: (787) 200-8837
Email: quiebra@gmail.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ismael Crespo as president.
The Debtor listed Cielo Vivienda LLC as its only unsecured creditor
holding a claim of $825,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PHXP4II/UNLIMITEDED_DEVELOPMENT_CORP__prbke-23-00253__0001.0.pdf?mcid=tGE4TAMA
V&K JACKSON INC: Taps Maples Law Firm as Bankruptcy Counsel
-----------------------------------------------------------
V&K Jackson, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Alabama to employ Maples Law Firm, P.C. as
its legal counsel.
The firm's services include:
a. preparing pleadings and applications and conducting
examinations incidental to any related proceedings or to the
administration of the Debtor's Chapter 11 case;
b. developing the relationship of the status of the Debtor to
the claims of creditors;
c. advising the Debtor of its rights, duties and obligations
under Chapter 11 of the Bankruptcy Code;
d. taking any and all other necessary action incident to the
proper preservation and administration of the case; and
e. advising and assisting the Debtor in the preparation of a
Chapter 11 plan.
The firm will be paid at these rates:
Attorneys $395 per hour
Associates $250 per hour
Paralegals $100 to $145 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Stuart Maples, Esq., a partner at Maples 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:
Stuart M. Maples, Esq.
Maples Law Firm, P.C.
200 Clinton Avenue West, Suite 1000
Huntsville, AL 35801
Tel: (256) 489-9779
Fax: (256) 489-9720
Email: smaples@mapleslawfirmpc.com
About V&K Jackson
V&K Jackson, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Ala. Case No. 22-82237) on Dec. 29, 2022, with as much as $1
million in both assets and liabilities. Judge Clifton R. Jessup,
Jr. oversees the case.
The Debtor is represented by Stuart M. Maples, Esq., at Maples Law
Firm, P.C.
VECTRA CO: $140M Bank Debt Trades at 44% Discount
-------------------------------------------------
Participations in a syndicated loan under which Vectra Co is a
borrower were trading in the secondary market around 56.3
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $140 million facility is a Term loan that is scheduled to
mature on March 9, 2026. The amount is fully drawn and
outstanding.
Vectra Co. operates as a technology-driven diversified industrial
company serving automotive systems, aerospace, industrial and
renewable energy.
VOLEL PROFESSIONAL: Seeks to Hire Buddy D. Ford as Legal Counsel
----------------------------------------------------------------
Volel Professional Pharmacist Association, P.A. 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. advising the Debtor regarding its powers and duties in the
continued operation of its business and management of the property
of the estate;
b. preparing and filing schedules of assets and liabilities,
statement of affairs, and other documents required by the court;
c. representing the Debtor at the Section 341 creditors'
meeting;
d. 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;
e. preparing legal papers and appearing at court hearings;
f. protecting the interest of the Debtor in all matters
pending before the court;
g. representing the Debtor in negotiation with its creditors
in the preparation of a Chapter 11 plan; and
h. 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 $27,638.
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 Volel Professional Pharmacist
Volel Professional Pharmacist Association, P.A. operates a pharmacy
in Winter Haven, Fla.
Volel sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. M.D. Fla. Case No. 22-05123) on Dec. 29, 2022, with
$504,659 in total assets and $5,945,305 in total liabilities. Volel
President Paul Volel, Jr. signed the petition.
Judge Catherine Peek McEwen oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. is the Debtor's legal
counsel.
VOYAGER DIGITAL: Exclusivity Period Extended to March 3
-------------------------------------------------------
Voyager Digital Holdings, Inc. and its affiliates obtained a court
order extending their exclusive right to file a Chapter 11 plan to
March 3 and solicit votes on that plan to April 30.
The ruling by Judge Michael Wiles of the U.S. Bankruptcy Court for
the Southern District of New York allows the companies to remain in
control of their bankruptcy while they wait to get confirmation of
their proposed joint Chapter 11 plan.
The companies filed the latest version of their bankruptcy plan on
Dec. 22 last year following a deal with BAM Trading Services Inc.,
which offered to buy their assets for $1.022 billion. A court
hearing to consider confirmation of the plan is scheduled for March
2.
Joshua Sussberg, Esq., at Kirkland & Ellis, said the companies will
use the extension to continue the negotiations regarding the plan
in advance of the confirmation hearing.
"The [companies] intend to use the weeks ahead to narrow any
remaining issues and work towards consensual resolutions with their
stakeholders," the companies' attorney said in court papers.
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.
On July 6, 2022, the Debtors filed a joint Chapter 11 plan of
reorganization.
WILLIAM HOLDINGS: Gets OK to Hire Hilco as Real Estate Broker
-------------------------------------------------------------
Howard Ehrenberg, the Chapter 11 trustee for William Holdings, LLC,
received approval from the U.S. Bankruptcy Court for the Central
District of California to employ Hilco Real Estate, LLC as real
estate broker.
The firm will market and sell the following parcels of real
property in which William Holdings has an interest:
(1) 126 N. Lake Ave., Los Angeles, Calif.;
(2) 5616 Lexington Ave., Los Angeles, Calif.; and
(3) 1847 North Cherokee Ave., Los Angeles, Calif.
The firm will be paid a commission of 5 percent of the gross sales
price.
Sarah Baker, managing member of Hilco Real Estate, 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:
Sarah Baker
Hilco Real Estate, LLC
5 Revere Drive, Suite 206
Northbrook, IL 60062
Tel: (847) 504-2462
Fax: (847) 897-0874
Email: sbaker@hilcoglobal.com
About William Holdings
Los Angeles-based William Holdings, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No.
22-14708) on Aug. 28, 2022. In the petition signed by its chief
executive officer, Kameron Segal, the Debtor disclosed between $10
million and $50 million in both assets and liabilities.
Judge Deborah J. Saltzman oversees the case.
The Law Offices of Michael Jay Berger serves as the Debtor's
counsel.
Howard M. Ehrenberg, the Chapter 11 trustee appointed in the
Debtor's case, tapped Greenspoon Marder, LLP as legal counsel and
Menchaca & Company, LLP as financial advisor.
WILLIAM HOLDINGS: Has Deal on Cash Collateral Access
----------------------------------------------------
Howard M. Ehrenberg, the Chapter 11 Trustee of William Holdings,
LLC; Pacific Premier Bank; and Investment MC, LLC,
successor-in-interest to Investment Management Company LLC advised
the U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, that they have reached an agreement regarding
the Debtor's use of cash collateral and now desire to memorialize
the terms of this agreement into an agreed order.
PPB asserts a first priority security interest in the Debtor's Lake
Property, Lexington Property and Cherokee Property and the rents
they generate. IMC asserts a second priority security interest in
the Cherokee Property and the rents it generates.
The Trustee has sought permission from PPB and IMC to use the cash
collateral generated by the Properties in order to pay certain
obligations relating to the Properties through May 31, 2023.
In addition to the expenses set forth in the Budget, for each of
the Properties, the parties agreed that the Trustee may use cash
collateral to pay management expenses relating to that property,
equal to 8% of the gross total of income actually received from
rent, laundry, and parking generated by that property during the
prior month.
Notwithstanding the amount set forth in the loan documents and
without prejudice to PPB's rights to later demand the exact amount
due, to the extent the Trustee possesses rents from the Properties
that allow such payments to be made, the Trustee will make fixed
monthly payments to PPB, on or before the 10th of each month,
commencing on February 10, 2023:
a. Lexington Property -- $13,677;
b. Lake Property -- $3,126; and
c. Cherokee Property -- $17,495.
PPB and IMC retain their liens on excess cash generated by the
Properties. If for any reason PPB and/or IMC are not paid in full
from any proposed sale of any of the Properties and PPB and/or IMC
is required to foreclose on the Properties, then any excess cash
flow that has been rolled over must be paid over to PPB and/or IMC
in accordance with their priority rights to such excess cash flow
under California law, so that it can be credited to the payoff at
sale.
A copy of the motion is available at https://bit.ly/3jfcPsP from
PacerMonitor.com.
About William Holdings LLC
William Holdings LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14708) on August 29,
3033. In the petition filed by Kameron Segal, as CEO, the Debtor
reports estimated assets and liabilities between $10 million and
$50 million each.
Judge Deborah J. Saltzman oversees the case.
The Debtor is represented by the Law Offices of Michael Jay
Berger.
WORLDWIDE EXPRESS: $150M Bank Debt Trades at 17% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Worldwide Express
Inc is a borrower were trading in the secondary market around 82.9
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $150 million facility is a Term loan that is scheduled to
mature on July 26, 2029.
Worldwide Express, Inc. provides logistics services. The Company
offers cargo insurance, export documentation, air transportation,
trucking, freight forwarding, invoices, and shipping services.
Worldwide Express conducts its business in the United States.
XPLORNET COMMUNICATIONS: $995M Bank Debt Trades at 21% Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Xplornet
Communications Inc is a borrower were trading in the secondary
market around 78.8 cents-on-the-dollar during the week ended
Friday, January 27, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $995 million facility is a Term loan that is scheduled to
mature on October 1, 2028. The amount is fully drawn and
outstanding.
Xplornet Communications Inc operates as a broadband service
provider. The Company offers voice and data communication services
through wireless and satellite networks. Xplornet Communications
serves customers in Canada.
ZAYO GROUP: $4.96B Bank Debt Trades at 16% Discount
---------------------------------------------------
Participations in a syndicated loan under which Zayo Group Holdings
Inc is a borrower were trading in the secondary market around 84.3
cents-on-the-dollar during the week ended Friday, January 27, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $4.96 billion facility is a Term loan that is scheduled to
mature on March 9, 2027. The amount is fully drawn and
outstanding.
Zayo Group Holdings, Inc., or Zayo Group, is a privately held
company headquartered in Boulder, Colorado, U.S. with European
headquarters in London, England. The company provides
communications infrastructure services, including fiber and
bandwidth connectivity, colocation and cloud infrastructure.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***