/raid1/www/Hosts/bankrupt/TCR_Public/230209.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, February 9, 2023, Vol. 27, No. 39
Headlines
1716 R STREET: Court OKs Cash Collateral Access Thru Feb 28
2 MONKEY: Court OKs Cash Collateral Access Thru Feb 28
2340 ND CORP: Case Summary & Three Unsecured Creditors
ABC CAPITAL: Voluntary Chapter 11 Case Summary
ACERUS PHARMACEUTICALS: Files Chapter 15 Bankruptcy
AEARO TECHNOLOGIES: Keeps Exclusive Right to Propose Plan
ALLIANT HOLDINGS: Moody's Rates New $1.25BB Secured Term Loan 'B2'
ALTISOURCE PORTFOLIO: S&P Downgrades ICR to 'CC', Outlook Negative
AMERICAN AIRLINES: Moody's Rates New Extended Term Loan B 'Ba3'
AMERICANAS SA: Evaluates Whether to Request for BRL1b Bridge Loan
ARUZE GAMING: Files Emergency Bid to Use Cash Collateral
ASTRA ACQUISITION: S&P Alters Outlook to Neg., Affirms 'B-' ICR
ASURION LLC: S&P Assigns 'B+' Rating on New $1.0BB Term Loan B-11
ATLAS LITHIUM: Closes $4 Million Private Placement
AVAYA HOLDINGS: Appoints Carrie Teffner as Director
BED BATH & BEYOND: Completes $1-Bil. Public Equity Offering
BED BATH & BEYOND: Plans to Raise $1-Bil. Through Equity Offering
BIG VILLAGE: Case Summary & 30 Largest Unsecured Creditors
BLACK DIAMOND: Gets OK to Hire Eric Rossi CPA as Accountant
CANO HEALTH: BlackRock Has 5.3% Equity Stake as of Dec. 31
CANOO INC: To Seek Validation of Share Authorization Proposal
CARVANA CO: Registers 2.1M Class A Shares Under 2017 Incentive Plan
CASH CLOUD: Case Summary & 20 Largest Unsecured Creditors
CELSIUS NETWORK: Bankruptcy Examiner to Report Ponzi Allegations
CHRISTIAN CARE: Chapter 11 Plan Okayed by Court After Sale
CLEVELAND INTEGRITY: Files for Chapter 11 to Pursue Sale
CLEVELAND INTEGRITY: March 10 Claims Filing Deadline Set
COMEDYMX LLC: Trustee Hires Fennemore Craig as Special Counsel
CORE SCIENTIFIC: Secures $70 Million New Bankruptcy Financing
DAR HOME COMPANY: Hires Michael Hardwick Law as Bankruptcy Counsel
DAVENPORT EXTREME: Gets OK to Hire Guilfoyle Law Office as Counsel
DCL HOLDINGS: Deadline to File Claims Set for March 3
DELPHI BEHAVIORAL: Seeks $11MM DIP Loan from Brightwood
DGS REALTY: Files Amendment to Disclosure Statement
ENSIGN DRILLING: Moody's Alters Outlook on 'Caa1' CFR to Stable
FB DEBT FINANCING: Gets OK to Hire Kroll as Claims Agent
FENIX GROUP: Gets OK to Hire Guidant Law as Bankruptcy Counsel
FTX TRADING: Alameda Seeks to Claw Back $446 Million from Voyager
FTX TRADING: Public Disclosure of SBF's Bail Guarantors Okayed
FUSE GROUP: Sells $50K Promissory Note to Liu Marketing
GAUCHO GROUP: Agrees to Reduce Notes Conversion Price
GIRARDI & KEESE: Trustee in Pact w/ Abir to Release Fire Suit Money
HANESBRANDS INC: Moody's Cuts CFR to 'Ba3', Outlook Remains Neg.
ILLINOIS VALLEY: Unsecureds Will Get 12.9% of Claims in 3 Years
INDEPENDENT PET: Seeks $27MM MM DIP Loan From Acquiom
INDUSTRIAL SCREW: Voluntary Chapter 11 Case Summary
INTERNATIONAL MARKETPLACE: Claims to be Paid from Earnings
INVACARE CORP: Claims to be Paid From Available Cash and New Equity
INVACARE CORP: Davis Polk Advises Highbridge in Restructuring
J&B EXPRESS: Case Summary & 20 Largest Unsecured Creditors
K STREET LLC: Hires Marcus & Millichap as Real Estate Broker
KEYSTONE CLEANING: Unsecureds Will Get 35% of Claims in 60 Months
MARLIN KRIDER: Trustee Taps Iron Horse Auction Co. as Appraiser
METROHAVANA TOWN: Wins Cash Collateral Access Thru March 3
MICROVISION INC: Completes Acquisition of Ibeo Automotive's Assets
MILLOLA HOLDINGS: Enters Claim Stipulation with Deutsche Bank
MOUNTAINSKY LANDSCAPING: Taps Berg Hill as Special Counsel
NATIONAL CINEMEDIA: Start of Cineworld Deal Debt Talks at Risk
NINE ENERGY: Moody's Raises CFR to Caa1 & Alters Outlook to Stable
NOVA WILDCAT: Files for Chapter 11 to Pursue Sale
OCCUPY REAL ESTATE: Unsecureds to Split $60K in Consensual Plan
OEM SYSTEMS: Commences Subchapter V Bankruptcy Proceedings
PARS BRONX REALTY: Trustee Seeks to Hire Property Manager, Broker
PARS BRONX REALTY: Trustee Taps Avrum J. Rosen as Legal Counsel
PAVERS INC: Wins Continued Cash Collateral Access Thru July 31
PLOURDE SAND: Court OKs Cash Collateral Access Thru March 1
POSEIDON MOVING: Hires Richard N. Gottlieb as Legal Counsel
PRECAST LLC: Seeks Chapter 11 Bankruptcy Protection in Indiana
PURRY & SON: Gets OK to Hire Zamora & Hernandez as Accountant
RIOT PLATFORMS: BlackRock Has 6.8% Equity Stake as of Dec. 31
RJT FOOD: Voluntary Chapter 11 Case Summary
RODA LLC: Seeks Access to $308,700 of Cash Collateral
SHERLOCK STORAGE: Taps Victory Real Estate to Sell Montana Property
ST. CHARLES MEMORY CARE: Files for Chapter 11 Bankruptcy
TD HOLDINGS: Katie Ou Has 8% Equity Stake as of Jan. 30
TEHAMA INC: Gets CCAA Initial Stay Order; Deloitte as Monitor
TESSEMAE'S LLC: Court OKs $650,000 DIP Loan from Tesse Fund
TFRC ENTERPRISES: Files for Chapter 11; Receiver Seeks Dismissal
TRAVERSE MIDSTREAM: Moody's Raises CFR to B2, Outlook Stable
TREES CORP: CFO Resigns; Interim Replacement Named
UNITED AIRLINES: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
VARSITY BRANDS: S&P Affirms 'B-' ICR, Outlook Stable
VMR CONTRACTORS: Files Emergency Bid to Use Cash Collateral
W.R. GRACE: S&P Rates New $325MM Senior Secured Notes Due 2031 'B'
WEST TECHNOLOGY: Moody's Rates New 2nd Lien Notes 'Caa2'
WYTHE BERRY: Seeks Cash Collateral Access
ZOHAR FUNDS: Ch. 11 Trustee Wants Toss of Tilton Claims in Del.
[*] A&G's Amendola Bags Global M&A Leadership Achievement Award
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
1716 R STREET: Court OKs Cash Collateral Access Thru Feb 28
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colombia authorized
1716 R Street Flats LLC and affiliates to use cash collateral on a
final basis in accordance with the budget, during the period from
February 1 through and including February 28, 2023.
The Debtors require the use of cash collateral to operate their
businesses, meet their obligations and preserve property.
The Debtors pledged their rents to the Traditional Lenders via
various assignments of rents or deed of trust instruments. The
Traditional Lenders are:
Debtor Asserted
Entity Lender Balance Owed
------ ------ ------------
The Z Flats Trustar $1,439,611
1601 17th Place FVC Bank $779,693
Lauravin Luxury Arbor Commercial $1,550,963
Apartment Homes Funding I, LLC
1616 27th Street Forbright Bank $2,594,665
The Lerae Towers Main Street Bank $1,326,240
4649 Hillside Road Sandy Spring Bank $948,724
Debtor The Lauravin Luxury Apartment Homes III L.L.C. owns a
six-unit multi-family property located at 1629 28th Street SE,
Washington, DC, which serves as collateral for a loan held by
Federal National Mortgage Association. A fire occurred at the
Lauravin Property in October, 2022. The Lauravin Debtor has
received insurance proceeds and expects to receive additional
insurance proceeds related to this fire. Under the operative loan
documents, the Lauravin Insurance Proceeds constitute Fannie Mae's
cash collateral. Fannie Mae reserves the right to assert that the
Lauravin Insurance Proceeds are Fannie Mae's property.
As adequate protection, the Debtors will make monthly interest
adequate protection payments on or before the 21st day of each
month to the Traditional Lenders in the amounts set forth in the
Budget and every Extended Budget and will timely pay real estate
tax and insurance payments when due, setting aside appropriate
reserves for the same.
As further adequate protection, the Traditional Lenders are granted
replacement liens to the extent of any diminution in the value of
the Traditional Lenders' collateral.
A copy of the Court's order and the Debtor's budgets is available
at https://bit.ly/3RHtpOU from PacerMonitor.com.
About 1716 R Street Flats LLC
1716 R Street Flats LLC and affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No.
23-00017) on January 16, 2023. In the petition signed by Richard
Cunningham, managing member, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Elizabeth L. Gunn oversees the case.
Justin P. Fasano, Esq., at McNamee Hosea, PA, represents the Debtor
as legal counsel.
2 MONKEY: Court OKs Cash Collateral Access Thru Feb 28
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized 2 Monkey Trading, LLC to use cash
collateral and provide adequate protection to the Small Business
Administration on an interim basis through February 28, 2023.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court; (b) the current and necessary
expenses set forth in the budget, plus an amount not to exceed 10%
for each line item (provided no amount will be disbursed for
pre-petition sales tax, absent proper application and entry of an
order by the Court); and (c) additional amounts as may be expressly
approved in writing by the SBA, to the extent the Creditor has an
interest in the cash collateral. The authorization will continue
until the effective date of any confirmed plan of reorganization of
the Debtor, or until further Court order.
As adequate protection, the SBA will have a perfected post-petition
lien against cash collateral to the same extent and with the same
validity and priority as its respective prepetition liens, without
the need to file or execute any document as may otherwise be
required under applicable nonbankruptcy law.
The Debtor will maintain all its insurances including liability and
casualty insurance coverage in accordance with state law and its
obligations under the agreements with its Creditors.
As additional protection for the SBA's interest in the cash
collateral, the Debtor will make regular monthly payments in the
amount of $2,437 on the loan up to the effective date of any
confirmed plan of reorganization of the Debtor. The monthly
payments will be applied by SBA as provided for in its loan
documents and agreements with the Debtor.
A continued hearing on the matter is set for February 28, 2023 at
11:30 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3jDYaYs from PacerMonitor.com.
The budget provides for total operating expenses, on a monthly
basis, as follows:
$201,395 for January 2023;
$220,782 for February 2023;
$241,054 for March 2023;
$225,717 for April 2023; and
$226,838 for May 2023.
About 2 Monkey Trading, LLC
2 Monkey Trading, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04099) on
November 17, 2022. In the petition signed by Douglas Ingalls,
manager, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge Tiffany P. Geyer oversees the case.
Michael A. Nardella, Esq., at Nardella and Nardella, PLLC, is the
Debtor's counsel.
2340 ND CORP: Case Summary & Three Unsecured Creditors
------------------------------------------------------
Debtor: 2340 ND Corp.
2127 Flatbush Avenue
Brooklyn, NY 11234
Business Description: The Debtor is primarily engaged in
activities related to real estate.
The Debtor owns in fee simple title a
real property located at 2340 National
Drive, Brooklyn, New York valued at
$1.6 million.
Chapter 11 Petition Date: February 7, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-40412
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Bruce Weiner, Esq.
ROSENBERG MUSSO & WEINER, LLP
26 Court Street
Suite 2211
Brooklyn, NY 11242
Tel: 718-855-6840
Fax: 718-625-1966
Email: courts@nybankruptcy.net
Total Assets: $1,600,000
Total Liabilities: $931,124
The petition was signed by Eugene Burshtein as president and
owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/PRUHJMI/2340_ND_Corp__nyebke-23-40412__0001.0.pdf?mcid=tGE4TAMA
ABC CAPITAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: ABC Capital RE LTD.
100 S. Juniper Street, 3rd Floor
Philadelphia, PA 19107
Chapter 11 Petition Date: February 8, 2023
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Case No.: 23-10361
Debtor's Counsel: Paul S. Peters III, Esq.
THE PETERS FIRM, PLLC
P.O. Box 11227
Elkins Park, PA 19027
Tel: 215-291-2944
Fax: 215-690-4057
Email: ppeters@thepetersfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jason P. Walsh as managing member.
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/BESFKRA/ABC_Capital_RE_LTD__paebke-23-10361__0001.0.pdf?mcid=tGE4TAMA
ACERUS PHARMACEUTICALS: Files Chapter 15 Bankruptcy
---------------------------------------------------
The American arm of Ontario-based Acerus Pharmaceuticals Corp.
filed a Chapter 15 bankruptcy petition in Delaware on Sunday,
January 30, 2023, to seek U.S. recognition of its restructuring
proceedings in Canada.
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. APC does business in the
Unites States and Canada, has partners located internationally and
continues to explore business opportunities globally through
licensing and partnerships.
APC's two most valuable assets are its right, title and interest in
the prescription medications Natesto and Noctiva. Currently, APC
is seeking to recommence manufacturing of Noctiva for sales in the
United States, as well as possible regulatory approvals
internationally, but these steps are lengthy and costly, and the
Debtors have not had sufficient revenue to finance the restart of
the manufacture of the drug. In addition, in order to continue
selling Natesto, the Debtors are required to complete clinical
trials as well as pay various fees to third parties, which has been
challenging in light of the Debtors' financial performance. The
Debtors' net cash flow deficiency and losses arising from
operations have been funded by First Generation Capital Inc.
("FGC"), which has funded just under $50 million to APC since April
2021. Without significantly
improving the Debtors' liquidity situation and right-sizing its
capital structure, APC will likely not be able to produce and sell
the Natesto product and will be prevented from producing commercial
batches of Noctiva and from launching the product in the market.
To address these issues, since September 2022, APC commenced a
strategic review process to explore, review, and evaluate a broad
range of strategic alternatives focused on ensuring its financial
liquidity including, but not limited to, possible debt or equity
financing, an asset sale, merger and acquisition, or licensing
transactions. As part of these initiatives, APC established a
committee of independent directors to supervise the Pre-Filing
Strategic Process and engaged Ernst & Young
Inc., together with an affiliated firm, Ernst & Young Orenda
Corporate Finance Inc. ("EYO") to act as financial advisor in
respect of the Pre-Filing Strategic Process. FAAN was also engaged
to assist in this regard.
Despite the Pre-Filing Strategic Process, APC has been unsuccessful
in its efforts to secure an actionable transaction and is now
insolvent. Without the protection of the CCAA, the Bankruptcy Code
and the relief available thereunder, and access the DIP Facility,
the Debtors will be forced to shut-down operations, which would be
extremely detrimental
to the Debtors' employees, suppliers, and customers. Specifically,
the protection provided by the CCAA and Bankruptcy Code will
provide the Debtors with additional time to maintain its operations
while consulting with its stakeholders regarding a potential
restructuring or conducting
a court-supervised sales process.
About Acerus Pharmaceuticals Corp.
Acerus Pharmaceuticals Corporation 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.
On Jan, 26, 2023, Acerus Pharmaceuticals Corporation, Acerus
Biopharma Inc., Acerus Labs Inc., and Acerus Pharmaceuticals USA
LLC commenced proceedings under the CCAA to initiate restructuring
proceedings under the supervision of the Canadian Court. The same
day, the Canadian Court entered an initial order appointing Ernst &
Young, Inc. as monitor.
Acerus Pharmaceuticals Corporation, Acerus Pharmaceuticals USA,
LLC, Acerus Biopharma Inc., and Acerus Labs Inc. sought relief
under Chapter 15 of the U.S. Code (Bankr. D. Del. Lead Case No.
23-10110 to 23-10113) on Jan. 29, 2023, to seek U.S. recognition of
the CCAA proceedings.
AEARO TECHNOLOGIES: Keeps Exclusive Right to Propose Plan
---------------------------------------------------------
A bankruptcy judge extended the time Aearo Technologies, LLC and
its affiliates can keep exclusive control of their Chapter 11
cases, giving the companies until March 31 to file a bankruptcy
plan and until May 30 to solicit votes on that plan.
The ruling by Judge Jeffrey Graham of the U.S. Bankruptcy Court for
the Southern District of Indiana allows the companies to focus on
the ongoing mediation to resolve claims against them, including
those related to the use of Aero's defective earplugs.
Judge Graham extended the exclusivity period despite opposition
from over 132,000 plaintiffs in a multi-district litigation
involving Aearo's parent, 3M Company.
The plaintiffs assert injuries from using Aero's defective earplugs
whose claims are pending in the litigation.
In their objection filed with the bankruptcy court, the plaintiffs
argued there is no need to delay Aero's Chapter 11 case in order to
"further mediate bankruptcy law issues" with holders of
earplug-related claims in light of the court order recently entered
in the multi-district litigation, which granted summary judgment in
favor of the plaintiffs against 3M.
According to the plaintiffs, 3M, a non-debtor, is "fully and
independently" responsible for 100% of earplug-related claims and,
therefore, there is no need to require them to file proofs of claim
in Aero's bankruptcy case or force them to face extensive
litigation over estimation of their claims because it will have no
effect at all on Aero's bankruptcy estate.
Aearo and two independent members of its board of directors
defended the extension, saying it would give the company enough
time to resolve disputes through the court-ordered mediation.
According to Aero's attorney, Jeffrey Hokanson, Esq., at Ice
Miller, LLP, the order entered in the multi-district litigation
does not alter the liability facing Aero and its affiliates in
their Chapter 11 cases.
Mr. Hokanson said the companies are still involved in hundreds of
thousands of complaints, including complaints from the plaintiffs,
which remain pending. The attorney also cited a funding agreement,
which requires the companies to indemnify 3M for losses related to
the earplugs claims in exchange for 3M's uncapped commitment to
fund their Chapter 11 plan.
About Aearo Technologies
Aearo Technologies, LLC -- https://earglobal.com/en -- is a 3M
company that designs, manufactures, and sells personal protection
equipment. The Indianapolis-based company serves customers
worldwide.
To address claims related to the Combat Arms Earplugs Version 2,
Aearo Technologies and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case
No. 22-02890) on July 26, 2022. In the petition filed by John R.
Castellano, as authorized signatory, Aearo Technologies listed $1
billion to $10 billion in both assets and liabilities.
The Debtors tapped Kirkland & Ellis and Ice Miller, LLP as
bankruptcy counsels; McDonald Hopkins, LLC as special counsel;
Bates White, LLC as claims valuation consultant; AP Services, LLC
as restructuring advisor; and Kroll, LLC as claims agent and
noticing agent. John R. Castellano, managing director at
AlixPartners LLP, an affiliate of AP Services, serves as the
Debtors' chief restructuring officer.
Judge Jeffrey J. Graham oversees the cases.
The U.S. Trustee for Region 10 appointed two separate official
committees to represent tort claimants in the Debtors' cases. The
tort claimants assert claims related to the use of faulty combat
arms earplugs and respirators manufactured by the companies.
The tort committee related to use of combat arms version 2 earplugs
tapped Otterbourg P.C. and KTBS Law, LLP as bankruptcy counsels;
Rubin & Levin, P.C. as Indiana counsel; Brown Rudnick, LLP and
Caplin & Drysdale, Chartered as special counsels; Houlihan Lokey
Capital, Inc. as investment banker; Province, LLC as financial
advisor; and Stretto, Inc. as information agent.
Meanwhile, the other committee is represented by the law firm of
Rochelle McCullough, LLP.
ALLIANT HOLDINGS: Moody's Rates New $1.25BB Secured Term Loan 'B2'
------------------------------------------------------------------
Moody's Investors Service has assigned B2 ratings to a $1.25
billion senior secured term loan (maturing in November 2027) and
$1.25 billion five-year senior secured notes (maturing in April
2028) being issued by Alliant Holdings Intermediate, LLC, a
subsidiary of Alliant Holdings, L.P. (together with its
subsidiaries, Alliant). Alliant will use the proceeds from this
offering to refinance its $2.5 billion existing term loans maturing
in 2025, and to pay related fees and expenses. Moody's also
assigned a B2 rating to the company's amended and extended senior
secured revolving credit facility (maturing November 2027). The
rating outlook for Alliant is unchanged at stable.
RATINGS RATIONALE
Alliant's ratings reflect its leading position in several niche
markets, steady organic revenue growth and historically strong
operating margins, said Moody's. Alliant's emphasis on specialty
programs, where the broker offers distinct value to both insurance
buyers and insurance carriers, has been a successful strategy.
Alliant has built its specialty and middle market insurance
business by expanding through a mix of organic growth, lateral
hires (seasoned producers, mostly with specialty books of business)
and acquisitions. The company has reported strong revenue growth,
healthy adjusted EBITDA margins, and good free-cash-flow-to-debt
metrics.
These strengths are offset by Alliant's high financial leverage,
contingent/legal risk related to lateral hires, integration risk
associated with acquisitions, and potential liabilities from errors
and omissions, a risk inherent in professional services. In the
third quarter of 2022, Alliant incurred a large goodwill impairment
charge related to the 2021 acquisition of Confie, which experienced
a decline in revenue and EBITDA. Moody's expects that Confie will
improve its performance through various revenue and expense
initiatives.
Alliant reported revenue of $2.5 billion for the first nine months
of 2022, up 27% versus the same period in 2021, reflecting strong
organic revenue growth and various tuck-in acquisitions. Alliant
has maintained strong EBITDA margins excluding the Confie charge.
Alliant has pro forma debt-to-EBITDA of around 8x, (EBITDA –
capex) interest coverage of about 2x, and free-cash-flow-to-debt in
the mid-single digits, according to Moody's estimates. These pro
forma metrics reflect Moody's accounting adjustments for operating
leases, contingent earnout obligations, certain non-recurring items
and run-rate EBITDA from acquisitions. The rating agency views
Alliant's leverage as aggressive for its rating category but
expects the company to reduce leverage over the next several
quarters consistent with past practices. Alliant's capital
structure includes $589 million of preferred equity that could be
subject to refinancing via debt in the future.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of Alliant's ratings include:
(i) debt-to-EBITDA ratio consistently below 7x, (ii) (EBITDA -
capex) coverage of interest consistently exceeding 2x, and (iii)
free-cash-flow-to-debt ratio exceeding 5%.
Factors that could lead to a ratings downgrade include: (i)
debt-to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below
2%.
Moody's has assigned the following ratings:
-- $550 million guaranteed senior secured revolving credit
facility maturing in November 2027 at B2 (LGD3);
-- $1.25 billion guaranteed senior secured term loan maturing in
November 2027 at B2 (LGD3);
-- $1.25 billion of five-year guaranteed senior secured notes
maturing in April 2028 at B2 (LGD3).
The following Alliant ratings remain unchanged:
Corporate family rating at B3;
-- Probability of default rating at B3-PD;
-- $400 million guaranteed senior secured revolving credit
facility maturing in November 2025 at B2 (LGD3) (rating
to be withdrawn at closing);
-- $2.5 billion guaranteed senior secured term loans
maturing in May 2025 at B2 (LGD3) (ratings to be
withdrawn at closing);
-- $750 million guaranteed senior secured notes maturing
in October 2027 at B2 (LGD3);
-- $1.9 billion guaranteed senior secured term loans
maturing in November 2027 at B2 (LGD3);
-- $1.3 billion guaranteed senior unsecured notes
maturing in October 2027 at Caa2 (LGD5);
-- $450 million guaranteed senior unsecured notes maturing
in November 2029 at Caa2 (LGD5).
Alliant Holdings Co-Issuer, Inc. is a co-issuer of the existing and
new senior secured and unsecured notes.
The rating outlook for Alliant is unchanged at stable.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
Alliant, based in Newport Beach, California, is a specialty
oriented insurance broker providing property and casualty and
employee benefits products and services to middle-market clients
across the US. The company generated revenue of $3.1 billion
through the first nine months of 2022.
ALTISOURCE PORTFOLIO: S&P Downgrades ICR to 'CC', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Altisource
Portfolio Solutions S.A. to 'CC' from 'CCC+'. The outlook is
negative.
S&P also lowered its issue rating on the company's senior secured
term loan to 'C' from 'CCC-'. The recovery rating on the notes
remains '6', signifying its expectation of negligible recovery (5%)
in a hypothetical default scenario.
The downgrade follows Altisource's announcement of a term loan
amendment and maturity extension. S&P said, "Once the transaction
closes, we will consider it distressed because, in our view,
investors will receive less value than the securities originally
promised. This is due to the maturity extension of at least one
year and our expectation that yield on the amended term loan may
not provide adequate offsetting compensation, given up to 2% of
cash interest can convert to payment-in-kind if the company's
liquidity falls under $35 million. Furthermore, without the
amendment, we believe Altisource would have difficulty repaying the
term loan originally due April 2024 given the company's strained
operating performance." The amendment will also give the company
the option to extend the maturity an additional year to April 2026,
as long as there is at least $30 million of par paydown in the 12
months following the close of the transaction.
Pro forma the amendment, the company will have $66 million in
available liquidity. This consists of $51 million in cash and cash
equivalents as of year-end 2022 and $15 million of available
capacity under the amended revolver. Altisource continues to lose
cash from operations every quarter, and S&P believes the term loan
amendment will burden cash flows by at least another $10 million
per year via higher cash interest payments, amortization
requirements, and amendment fees.
Low residential mortgage delinquencies and foreclosures still weigh
on Altisource's countercyclical business model. The company
reported positive EBITDA in fourth-quarter 2022, the first positive
quarter since 2020. While mortgage foreclosures could rise as a
result of the uncertain macroeconomic environment, Altisource's
higher-margin marketplace business likely won't fully benefit from
new foreclosures until 2024. S&P thinks 2024 is the earliest that
cash flow from operations could return to positive levels.
S&P said, "The negative outlook reflects our expectation that we
will lower the issuer credit rating on Altisource to 'SD' and the
senior secured term loan rating to 'D' when the transaction closes
given that we consider the credit restructuring a distressed
exchange.
"If and when the term loan amendment closes, we would lower the
issuer credit rating to 'SD' and the rating on the senior notes to
'D'.
"We could revise the outlook to stable or raise the issuer credit
rating if, in our view, the prospect of a conventional default or
distressed exchange diminishes. This could occur if the existing
bondholders reject the proposed offer and if we believe the
company's capital structure (including future funding access) and
prospects for suitable operating performance are improving.
"Our simulated default scenario assumes a default in 2024. We
assume continued weakness in Altisource's cash flow generation,
limiting the company's ability to service interest expense and
maintenance capital expenditures, and resulting in a default.
The default scenario assumes that Altisource would reorganize in
the event of a default. We have therefore valued the company on a
going-concern basis, using a 4.5x EBITDA multiple at emergence.
Weak cash flow generation
-- EBITDA at emergence: $5.9 million
-- EBITDA multiple: 4.5x
-- Net enterprise value (after 5% administrative costs): $25.2
million
-- Collateral value available to secured creditors: $25.2 million
-- Senior secured claims: $299 million
-- Recovery expectations: 5% ('6' recovery rating)
Note: All debt amounts include six months of prepetition interest.
AMERICAN AIRLINES: Moody's Rates New Extended Term Loan B 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 senior secured rating to
the amended and extended term loan B that American Airlines, Inc.
launched earlier. The amount of the new term loan is expected to be
$1 billion. Moody's expects the proceeds of this financing, along
with the proceeds of a potential issuance of pari passu senior
secured debt secured by the same collateral as the term loan B, to
be used to refinance American's existing $1.8 billion term loan B
due 2025. The company's South American slots, gates and routes are
the collateral for the existing term loan. The same collateral will
secure the new financing(s). The B2 Corporate Family rating and the
stable outlook assigned to American Airlines Group Inc., parent of
American, are unaffected by this refinancing.
Assignments:
Issuer: American Airlines, Inc.
Senior Secured Bank Credit Facility, Assigned Ba3 (LGD3)
RATINGS RATIONALE
The B2 Corporate Family rating reflects Moody's expectations that
debt/EBITDA will remain elevated above 5.5x into 2024 despite
expected growth in earnings and operating cash flow during this
period. American's scale and competitive position as one of the
world's largest airlines based on revenue balances the weaker
credit metrics profile. Revenue should benefit as the recovery of
long-haul international passenger volumes and travel by large
corporate customers progresses in 2023. The rating also reflects
Moody's expectation for stability in the company's business profile
and route network, with it remaining the most domestic of the three
largest US airlines. However, Moody's projects that American will
continue to produce less operating cash flow than its immediate
peers. Growing operating cash flow will be essential to reducing
financial leverage in upcoming years.
The low double-digit growth in annual labor expense that Moody's
expects for American Airlines and the rest of the US industry --
driven by year one increases in pilot pay of about 20% currently on
negotiating tables -- will slow the expansion of operating and free
cash flow, all else equal. This will constrain the pace at which
American retires funded debt and lowers its debt/EBITDA, which was
about 8x at the end of 2022. Strong demand for air travel in Q1
2023 will support pricing power in the first half of the year,
which, if sustained through the year, will help mitigate pressure
of cost inflation on margins.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if Moody's expects EBITDA margins
will be sustained above 15%, debt-to-EBITDA will be sustained below
5x and funds from operations plus interest-to-interest approaches
4x. The ratings could be downgraded if Moody's expects cash plus
revolver availability to fall below $8 billion, debt/EBITDA of more
than 7x or EBIT margin to not approach 7%.
The principal methodology used in this rating was Passenger
Airlines published in August 2021.
American Airlines Group Inc. is the holding company for American
Airlines, Inc. and regional subsidiaries, Envoy, PSA and Piedmont.
Revenue was $49 billion in 2022.
AMERICANAS SA: Evaluates Whether to Request for BRL1b Bridge Loan
-----------------------------------------------------------------
Alex Vasquez of Bloomberg News reports that Americanas said it is
assessing whether to request a BRL1 billion (minimum amount) bridge
loan for companies in trouble, known as DIP financing, before a
commercial court in the city of Rio de Janeiro. DIP financing
would help maintain the company's business and strengthen its
liquidity, Americanas said in a regulatory filing. If the loan is
approved, it will allow for the maintenance of working capital
investments and the financing of obligations not subject to the
bankruptcy protection, including payments to suppliers and
partners, Americanas said.
About Americanas SA
Americanas was one of the largest diversified retail chains in
Brazil, with a wide platform of physical stores, robust e-commerce,
fintech, and has just entered into the niche food retail. It is
listed on B3, being indirectly controlled by billionaire Jorge
Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles.
The retailer nosedived in January 2023 after becoming mired in an
accounting scandal. The firm filed for bankruptcy at a court in
Rio de Janeiro on Jan. 19, 2023.
Americanas sought protection under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25,
2023. White & Case LLP, led by John K. Cunningham, is the U.S.
counsel.
ARUZE GAMING: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
Aruze Gaming America, Inc. asks the U.S. Bankruptcy Court for the
District of Nevada for authority to use cash collateral from
February 1 through February 24, 2023, and provide adequate
protection.
The Debtor requests approval on an emergency, interim basis, to
allow for the continued operation, preservation and maintenance of
its business pending a final hearing.
The Debtor asserts it can survive on cash existing in its Bank
Accounts at Wells Fargo as of the Petition Date. With respect to
the cash in the Debtor's Wells Fargo general operating account as
of the Petition Date, the Debtor's senior secured lender -- called
the Bank Group -- does not have a deposit account control agreement
with the Debtor to provide it with control over any of the Debtor's
Bank Accounts; rather, the proceeds received from the Bank Group
Collateral are deposited into the Debtor's general operating
account at Wells Fargo, and thus are not segregated from other
corporate funds.
Additionally, the funds in the Debtor's general operating account
at Wells Fargo as of the Petition Date were also not in the
possession, custody or control of the Bank Group because Wells
Fargo is not a member of the Bank Group. Accordingly, the Bank
Group is not perfected in the Debtor's cash on hand in its general
operating account as of the Petition Date, and thus the Debtor does
not need the Bank Group's consent or Court approval to use such
funds, but still files the Motion out of an abundance of caution,
and also to provide its Budget for proposed use.
The Debtor's Budget projects that, through February 24, 2023 only,
there will be a significant cash build for that period, starting
from approximately $2.3 million as of the Petition Date, and rising
to $4.6 million at the close of the month. This Budget includes no
payments to any of the Debtor's foreign affiliates and also does
not include certain other costs that will certainly be needed to be
paid in March 2023 and onward, and thus the Debtor does not expect
this position to improve after February. Regardless, at least for
the emergency, interim period, all alleged secured creditors are
adequately protected given this increase in the Debtor's cash
position.
The Debtor proposes to make one-time adequate protection payments
to the Bank Group in the amount of $112,603, and to PDS Gaming
Nevada, Inc., in the amount of $5,674, for a total of $118,674,
which is approximately the interest that accrued on those debts at
the contractual non-default basis, within five business days of the
entry of an order approving the Motion on an emergency, interim
basis.
A copy of the motion is available at https://rb.gy/ovynxm from
PacerMonitor.com.
About Aruze Gaming America, Inc.
Aruze Gaming America, Inc. designs, develops and manufactures
gaming machines.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 23-10356) on February 1,
2023. In the petition signed by Yugo Kinoshita, chief executive
officer, the Debtor disclosed up to $10 million in assets and up to
$50 million in liabilities.
The bankruptcy filing is a part of Aruze's efforts to seek
financial restructuring in the wake of a recent garnishment
judgment against Aruze resulting from a separate judgment against
Aruze's shareholder.
Judge August B. Landis oversees the case.
Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, is the Debtor's
legal counsel.
ASTRA ACQUISITION: S&P Alters Outlook to Neg., Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Astra Acquisition Corp.
(doing business as Anthology) to negative from stable and affirmed
its 'B-' issuer credit rating.
S&P said, "The negative outlook reflects our expectation Anthology
will generate negative free cash flow in fiscal year 2023 and that
its EBITDA interest coverage ratio will fall below 1x during the
year. Although the company has sufficient liquidity, the negative
outlook captures the risk that its business fundamentals will
weaken despite its ongoing investment in Blackboard's products,
resulting in additional cash flow weakness in 2024.
"We expect the company's S&P Global Ratings-adjusted leverage will
be above 10x and its interest coverage will be below 1x despite the
recent debt repayment using the proceeds from its asset
divestures.During 2022, Anthology paid down $525 million of
first-lien debt with the proceeds from its divestments of
Blackboard Collaborate and Blackboard Community Engagement. Despite
the material reduction in its debt, the company's S&P Global
Ratings-adjusted leverage remains above 10x, largely due to its
accelerated investments in Blackboard's products to address the
tech debt in the acquired Learning Management System (LMS)
portfolio and improve its competitiveness. We also expect
Anthology's interest coverage ratio will be below 1x for most of
fiscal year 2023 because it plans to pay close to $150 million of
interest expense during the current year. Therefore, we expect the
company will generate negative free cash flow in the $75
million-$80 million range in fiscal year 2023, though we note about
$40 million will be for a one-time tax payment related to the asset
divestments. Anthology plans to generate more than $50 million of
synergies from the integration of Blackboard, which will likely
cause its leverage to improve to the 9x area and support modestly
positive free cash flow in fiscal year 2024.
"The company's revenue and operating profit have been weaker than
anticipated since the merger, though we anticipate some revenue
growth in the second half of fiscal year 2023.Anthology's sales
were weaker than anticipated and its earnings also eroded following
the merger with Blackboard in late 2021. This trend was also
visible in the company's earnings for the first quarter of 2023
(quarter ending Sept 2022). Although its 2023 budget indicates a
greater than 10% year-over-year increase in its revenues,
Blackboard has a long history of performance challenges, which seem
to be continuing under its new management. Over the longer term, we
expect Anthology will benefit from its relatively unique presence
across the entire higher education software value chain, including
cross-selling and upselling opportunities.
"The negative outlook reflects our expectation Anthology will
generate negative free cash flow in fiscal year 2023 and that its
EBITDA interest coverage ratio will fall below 1x during the year.
Although the company has sufficient liquidity, the negative outlook
captures the risk that its business fundamentals will weaken
despite its ongoing investment in Blackboard's products, leading to
additional cash flow weakness in 2024.
"We could lower our rating if Anthology sustains negative free cash
flow in fiscal year 2024, which would cause us to view its capital
structure as unsustainable. This could occur if the company
continues to experience a combination of revenue declines,
lower-than-expected profitability or further increase in interest
expenses in an increasing rate environment."
S&P could revise its outlook on Anthology to stable if:
-- It increases its revenue, expands its EBITDA margins, and S&P
expects its business fundamentals to improve over the upcoming 12
months;
-- Its reported free cash flow to debt improves above 2%; and
-- It sustains EBITDA interest coverage of more than 1.25x
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Anthology, as is the
case for most rated entities owned by private-equity sponsors. We
believe its highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of its
controlling owners. This also reflects private-equity owners'
generally finite holding periods and focus on maximizing
shareholder returns."
ASURION LLC: S&P Assigns 'B+' Rating on New $1.0BB Term Loan B-11
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating to Asurion
LLC's proposed $1.0 billion term loan B-11 due 2028. S&P also
assigned a '3' recovery rating, indicating its expectation of
meaningful recovery (50%-70%; rounded estimate: 65%) in the event
of payment default. All existing ratings, including the 'B+' issuer
credit ratings on Asurion Group Inc., Asurion LLC, and Lonestar
Intermediate Super Holdings LLC, are unchanged by the new debt
issuance.
S&P said, "We view this transaction as leverage neutral because
Asurion intends to use proceeds from the new issuance to partially
refinance $953 million of its existing $2.1 billion B-7 term loan
due November 2024. We expect the new financing to be priced on a
SOFR benchmark and a higher spread, with all other terms identical
to the company's existing first-lien term loans. Pro forma for the
transaction, our adjusted debt to EBITDA is about 6x as of year-end
2022, with EBITDA interest coverage in the upper 2x area for the
year. These metrics remain within our expectations for the current
rating."
Asurion demonstrated mixed performance in 2022. Total mobile
protection subscribers ended the year down 2% to 138 million, on
declines in the international segment related primarily to the
unbundling of equipment sales and rate plans in Japan, mitigated by
modest growth in the Americas. Total revenues for the year were
down about 18% to $8.4 billion primarily on the lower subscriber
base, the Sprint contract loss, unfavorable foreign exchange, and
lower equipment sales due to a lower claims rate. This was
mitigated by continued uptake in the company's expanding product
offerings, including its Soluto bundle, Asurion Tech Repair, and
Connected Home services. Despite the material revenue declines, S&P
Global Ratings adjusted margins showed slight improvement at 25.6%
for the year (from 25.1% in 2021), partially driven by continued
cost improvements, below trend claims rates in the international
segment, and the exclusion of the somewhat lower margin Sprint
contract.
S&P said, "We expect continued mixed performance in 2023. As the
Sprint comparison lapses off, revenues should return to growth for
the year on continued subscriber growth in the Americas and
momentum in ancillary/bundle products, mitigated by continued
revenue declines in international. However, we expect modest margin
contraction following concessions related to a recent contract
renewal with a major client. The company's continued investments
related to the ramp up of various ancillary/integrated client
solutions (Serve, Solve, Sell, etc.), as well as wage and
inflationary pressures, will also weigh on margins. Despite this,
we anticipate relatively steady credit measures in 2023, supported
by our expectations of debt paydown (per the excess cash flow sweep
and beyond), as well as an extensive interest rate hedging program
that largely protects the company from the increased variable
benchmark rates."
ATLAS LITHIUM: Closes $4 Million Private Placement
--------------------------------------------------
Atlas Lithium Corporation disclosed in a Form 8-K filed with the
Securities and Exchange Commission it entered into a Securities
Purchase Agreement with two investors, pursuant to which the
Company agreed to issue and sell to the Investors in a Regulation S
private placement an aggregate of 640,000 restricted shares of the
Company's common stock, par value $0.001 per share.
The purchase price for the Shares was $6.25 per share, for total
gross proceeds of $4,000,000. The Private Placement transaction
closed on Feb. 1, 2023. The Company currently intends to use the
net proceeds from the Private Placement for general working capital
purposes. The Investors have each made customary representations,
warranties and covenants, including, among other things, that each
of the Investors is a "non-U.S. Person" as defined in Regulation S,
and that they were not solicited by means of generation
solicitation.
In connection with the Shares issuance and the Company's obligation
to issue $750,000 worth of restricted shares of its common stock in
connection with the acquisition of the Mineral Rights as disclosed
in the Company's Current Report on Form 8-K filed with the
Securities Exchange Commission on Jan. 25, 2023, the Company and EF
Hutton, division of Benchmark Investments, LLC, as representative
of the underwriters in the Company's public offering which closed
on Jan. 12, 2023, agreed to enter into a waiver and consent
agreement pursuant to which the Representative agreed to consent
and waive certain rights under the terms of that certain
Underwriting Agreement, dated Jan. 9, 2023, by and between the
Company and the Representative, including with respect to certain
lock-up provisions set forth in Section 3.18 of the Underwriting
Agreement. The Company agreed to pay the Representative a one-time
fee of $160,000 and $2,500 in attorney's fees.
About Atlas Lithium
Atlas Lithium Corporations formerly Brazil Minerals, Inc. is a U.S.
mineral exploration and mining company with projects and properties
in essentially all battery metals to power the Green Energy
Revolution – lithium, rare earths, graphite, nickel, cobalt, and
titanium. The Company's current focus is on developing its
hard-rock lithium project located in a premier pegmatitic district
in Brazil – as lithium is essential for batteries in electric
vehicles. Additionally, through subsidiaries, the Company
participates in iron, gold, and quartzite projects. The Company
also owns multiple mining concessions for gold, diamond, and
industrial sand.
Brazil Minerals reported a net loss of $4.03 million for the year
ended Dec. 31, 2021, a net loss of $1.55 million for the year ended
Dec. 31, 2020, a net loss of $2.08 million for the year ended Dec.
31, 2019, and a net loss of $1.85 million for the year ended Dec.
31, 2018. As of Sept. 30, 2022, the Company had $5.56 million in
total assets, $2.96 million in total liabilities, and $2.59 million
in total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
March 25, 2022, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
AVAYA HOLDINGS: Appoints Carrie Teffner as Director
---------------------------------------------------
The Board of Directors of Avaya Holdings Corp. has increased the
size of the Board by one director, from eight to nine members,
effective immediately and appointed Ms. Carrie Teffner to fill the
vacancy resulting from the increase in the size of the Board. Ms.
Teffner will serve as a director until her successor has been
elected and qualified, subject to her earlier death, resignation,
retirement, disqualification or removal. At this time, Ms. Teffner
is not expected to serve on any committees of the Board.
Ms. Teffner, who is 56 years old, is currently a board member at
DXC Technology (NYSE: DXC), BFA Industries and the International
Data Group. From September 2018 to June 2021, Ms. Teffner served
on the Board of Directors of GameStop Inc. (NYSE: GME). Ms.
Teffner also served on the Board of Directors of Ascena Retail
Group, Inc. (NASDAQ: ASNA) from October 2018 to March 2021, where
she also served as Interim Executive Chair from May 2019 to March
2021, and on the Board of Directors of Crocs, Inc. (NASDAQ: CROX)
from June 2015 to December 2015. She previously served as Executive
Vice president and chief financial officer at Crocs, Inc., PetSmart
(NASDAQ: PETM) and Weber-Stephens LLC and as senior vice president
and chief financial officer of Timberland Co. (NYSE: TBL). Ms.
Teffner spent the first 21 years of her career in various
leadership positions with Sara Lee Corporation (NYSE: SLE),
including in division and segment chief financial officer roles and
as corporate treasurer. Ms. Teffner holds Master of Business
Administration and Bachelor of Science degrees from the University
of Vermont and serves on the Grossman School of Business Board of
Advisors.
In connection with Ms. Teffner's appointment, the Company entered
into an independent agent letter with Ms. Teffner. Pursuant to the
Teffner Agreement, Ms. Teffner will receive cash compensation equal
to $42,500 each month payable in advance for her service on the
Board and will be covered by the Company's directors' and officers'
insurance policy.
Appointment of David Barse to Subsidiary Board
On Feb. 1, 2023, the board of directors of Avaya Inc., a
wholly-owned direct subsidiary of Avaya Holdings Corp., appointed
Mr. David M. Barse as a director on the Subsidiary Board effective
immediately. Mr. Barse, who is 60 years old, has more than 30
years of experience in finance and financial and trading markets.
Mr. Barse is the founder and CEO of XOUT Capital, an index company,
the founder of DMB Holdings, a private family office, and
previously served as the CEO of Third Avenue Management. Mr. Barse
currently serves as Chairman of the Board of Directors for the City
Parks Foundation, as well as on the Board of Trustees of Brooklyn
Law School and as the Chair of its Finance Committee.
About Avaya Holdings
Avaya Holdings Corp. offers digital communications products,
solutions and services for businesses of all sizes delivering its
technology predominantly through software and services.
Avaya reported a net loss of $13 million for the year ended Sept.
30, 2021, a net loss of $680 million for the year ended Sept.
30,2020, and a net loss of $671 million for the year ended Sept.
30, 2019.
* * *
As reported by the TCR on Dec. 20, 2022, S&P Global Ratings lowered
its issuer credit rating on Avaya Holdings Corp. to 'CC' from
'CCC-'. S&P said, "We think Avaya, lacking alternative options to
strengthen its balance sheet, is very likely to pursue a debt
restructuring, which we consider tantamount to, or filing for,
bankruptcy protection."
In August 2022, Moody's Investors Service downgraded the Corporate
Family Rating of Avaya Holdings Corp. to Caa2 from B3. Moody's
said Avaya's Caa2 CFR reflects the Company's unsustainably high
financial leverage, sustained cash burn, and increased near term
performance challenges that may worsen substantially as customers
reassess Avaya's financial standing.
BED BATH & BEYOND: Completes $1-Bil. Public Equity Offering
-----------------------------------------------------------
Bed Bath & Beyond Inc. on Feb. 7 announced the closing of an
underwritten public offering (the "Offering") of (i) shares of the
Company's Series A convertible preferred stock (the "Series A
Convertible Preferred Stock"), (ii) warrants to purchase shares of
Series A Convertible Preferred Stock, and (iii) warrants to
purchase the Company's common stock. The Company received initial
gross proceeds of approximately $225 million in the Offering and
expects to receive an additional $800 million of gross proceeds in
future installments, assuming certain conditions are met. The
Company can provide no assurance that it will receive any or all of
the future installments.
The net proceeds from this transaction will be used immediately to
repay outstanding borrowings under the Company's credit facility,
thereby fulfilling conditions set forth in an amendment to the
credit facility waiving defaults thereunder that was entered into
concurrently with the initial closing of the offering. The Company
expects to reborrow loans under its amended credit facility to
enable its strategic initiatives in fiscal 2023, which will be
further supported by a realigned store footprint and cost
structure.
The Company will continue to execute its customer-focused
turnaround plans by optimizing its store footprint, investing in
inventory, and pursuing infrastructure improvements. Specifically,
the Company has initiated incremental store closures in its Bed
Bath & Beyond banner with an ultimate operating goal of
approximately 360 stores, in addition to approximately 120 buybuy
BABY stores, across the U.S. In response to evolving shopping
preferences today, this target store base includes the Company's
most profitable locations and best geographic presence for
customers that can enable an optimal omni-experience. The digital
channel is expected to rise to a higher proportion of sales with
improved channel profitability.
Sue Gove, President & CEO of Bed Bath & Beyond Inc. said, "This
transformative transaction will provide runway to execute our
turnaround plan. We continue to put our customers at the center of
every decision, positioning Bed Bath & Beyond to meet and exceed
their expectations, while resetting our foundation for near- and
long-term success. We are optimizing our store fleet and supply
chain and continuing to invest in our omni-always capabilities.
This will enable us to better serve our customers, and grow
profitably, by directing merchandise where and how they want to
shop with us. We are also prioritizing availability of leading
national and emerging direct-to-consumer brands our customers know
and love. As we make important strategic and operational changes,
we will continue to take disciplined steps to enhance our cost base
and improve our financial position."
The Company's go-forward channel mix will facilitate better
execution of inventory prioritization and distribution,
particularly across its smaller brick-and-mortar store footprint.
The Company will also be pursuing asset-light inventory management
strategies to drive growth, including vendor-direct-to-consumer,
marketplace, and the potential for innovative collaborations.
Finally, the Company has identified significant opportunities
across its infrastructure and operations. Supply chain, technology,
expense structure, and business processes will continue to be
streamlined as the Company realigns its operational foundation.
These changes will help the Company strengthen business
partnerships with suppliers, real estate, and service partners, who
remain a priority.
Ms. Gove continued, "Our Board and management, working closely with
advisors, evaluated every strategic alternative available to us to
reach the appropriate solution to maximize prospects for all
stakeholders in our pursuit of long-term value creation. We are
determined to achieve our goals and we are grateful to our
thousands of associates and many partners for their dedication to
our beloved brands, Bed Bath & Beyond and buybuy BABY."
B. Riley Securities was sole book-running manager for the
Offering.
The securities were offered pursuant to an automatically effective
shelf registration statement on Form S-3 filed with the Securities
and Exchange Commission ("SEC") on August 31, 2022, as amended. The
final prospectus supplement and accompanying prospectus relating to
the Offering were filed with the SEC and may be obtained from: B.
Riley Securities, Inc., by telephone at (703) 312-9580 or by email
at prospectuses@brileyfin.com or by accessing the SEC's website at
www.sec.gov.
About Bed Bath & Beyond
Bed Bath & Beyond Inc. (Nasdaq: BBBY), 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 Nov. 26, 2022, the Company disclosed $4.401 billion in total
assets against $5.200 billion in total liabilities. Cash, cash
equivalents and restricted cash were $225.7 million as of Nov. 26,
2022, a decrease of approximately $245.2 million as compared with
February 26, 2022.
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.
BED BATH & BEYOND: Plans to Raise $1-Bil. Through Equity Offering
-----------------------------------------------------------------
Bed Bath & Beyond Inc. announced a proposed underwritten public
offering of (i) shares of the Company's Series A convertible
preferred stock, (ii) warrants to purchase shares of Series A
Convertible Preferred Stock and (iii) warrants to purchase the
Company's common stock.
The Offering is subject to market and other conditions, and there
can be no assurance as to whether or when the Offering may be
completed or as to the actual size or terms of the Offering. The
Company expects to raise approximately $225 million of gross
proceeds in the Offering together with an additional approximately
$800 million of gross proceeds through the issuance of securities
requiring the holder thereof to exercise warrants to purchase
shares of Series A Preferred Stock in future installments assuming
certain condition are met. The Company cannot give any assurances
that it will receive any or all of the proceeds of the Offering.
The Company intends to use the net proceeds from the initial
closing of the Offering, along with $100 million to be drawn under
its amended and upsized FILO Facility, to repay outstanding
revolving loans under its ABL Facility in accordance with the terms
of an amendment to the Company's Credit Agreement waiving existing
defaults thereunder to be entered concurrently with the initial
closing of the Offering. Under the Amendment, the Company will be
required to use availability under its credit facilities to make
the missed interest payment on its senior notes by March 3, 2023.
Outstanding revolving loans repaid using net proceeds of the
Offering may be reborrowed, subject to availability under the ABL
Facility, and the Company expects to use those borrowings for
general corporate purposes, including, but not limited to,
rebalancing the Company's assortment and building back the
Company's inventory. In addition, proceeds from the conversion of
warrants to purchase shares of Series A Convertible Preferred Stock
will be used to further repay outstanding amounts under the ABL
Facility with 50% of such conversion amounts being applied against
the borrowing base of the ABL Facility. Such repaid amounts may be
reborrowed subject to availability under the ABL Facility.
B. Riley Securities is acting as sole book-running manager for the
Offering.
The securities are being offered pursuant to an automatically
effective shelf registration statement on Form S-3 filed with the
Securities and Exchange Commission On Aug. 31, 2022, as amended. A
preliminary prospectus supplement and accompanying prospectus
relating to and describing the terms of the Offering will be filed
with the SEC and may be obtained, when available, from: B. Riley
Securities, Inc., by telephone at (703)-312-9580 or by email at
prospectuses@brileyfin.com or by accessing the SEC's website at
www.sec.gov.
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 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. 31, 2023, S&P Global Ratings lowered
its issuer credit rating on Bed Bath & Beyond Inc. (BBBY) to 'D'
from 'CC'. The downgrade follows BBBY's announcement that it
received a notice of acceleration and default interest from
stemming from its failure to prepay an overadvance and comply with
a financial covenant.
In November 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.
BIG VILLAGE: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Big Village Holding LLC
980 N. Michigan Ave, Suite 1300
Chicago, IL 60611
Business Description: The Debtors are a global advertising,
technology, and data company with
operations in the United States, European
Union, and Australia. The Debtors deliver
their advertising and digital content across
multiple media channels and online
platforms, and facilitate the implementation
of targeted, data-driven advertising
strategies which encompass all of the
technology and intelligence necessary to
execute global advertising campaigns.
Chapter 11 Petition Date: February 8, 2023
Court: United States Bankruptcy Court
District of Delaware
Eleven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Big Village Holding LLC (Lead Debtor) 23-10174
Big Village Group Holdings, LLC 23-10175
Big Village Group Inc. 23-10176
Big Village Insights, Inc. 23-10178
Big Village Media LLC 23-10179
EMX Digital, Inc. 23-10180
Big Village USA Corporation, Inc. 23-10181
Big Village Agency, LLC 23-10182
Balihoo, Inc. 23-10183
Deep Focus, Inc. 23-10184
Trailer Park Holdings Inc. 23-10185
Judge: Hon. Craig T. Goldblatt
Debtors' Counsel: Michael R. Nestor, Esq.
Joseph M. Barry, Esq.
Matthew B. Lunn, Esq.
Joseph M. Mulvihill, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 North King Street
Rodney Square
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mnestor@ycst.com
jbarry@ycst.com
mlunn@ycst.com
jmulvihill@ycst.com
Debtors'
Claims &
Noticing Agent
and Administrative
Advisor: KROLL RESTRUCTURING ADMINISTRATION, LLC
Debtors'
Restructuring
Advisor: PORTAGE POINT PARTNERS, LLC
300 North LaSalle Street
Suite 1420
Chicago, IL 60654
https://portagepointpartners.com/
Tel: 312.781.7520
Debtors'
Investment
Banker: STEPHENS, INC.
Estimated Assets
(on a consolidated basis): $10 million to $50 million
Estimated Liabilities
(on a consolidated basis): $50 million to $100 million
The petitions were signed by Kasha Cacy as global chief executive
efficer and authorized person.
A full-text copy of Big Village Holding LLC's petition is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/7OX4SCA/Big_Village_Holding_LLC__debke-23-10174__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. CPX Interactive, LLC Litigation $6,596,402
Mike Fleischman ‐ CFO
1441 Broadway
18th Floor
New York, NY 10018
Phone: 646‐863‐8309
Email: mfleischman@cpxi.com
2. Pluto Inc. Trade $4,475,522
AR team
705 N. San Vivente Blvd
Ste 900E
West Hollywood, CA 90069
Phone: 213‐284‐0873
Email: invoices@pluto.tv
3. Columbia REIT Lease/Rent $2,810,481
Maria Blake, Elizabeth M. Brown
229 West 43rd Street
Lower Level 3
New York, NY 10036
Phone: 212‐659‐8467
Email: maria.blake@columbia.reit;
ebrown@rosenbergestis.com
4. Yahoo Ad Tech LLC Trade $2,782,198
Collection Department
13031 W Jefferson Blvd.
Building 900
Los Angeles, CA 90066
Phone: 800‐305‐7664
Email: Collections@yahooinc.om
5. Google Inc‐Adwords Trade
$1,681,266
Collection Department
Dept. 33654
P.O. Box 39000
San Francisco, CA 94139
Phone: 650‐253‐0000
Email: collections‐us@google.com
6. Proper Media, LLC Trade $1,175,949
Deamie Felder
4150 Mission Blvd
Suite 220
San Diego, CA 92109‐5002
Phone: 484‐324‐2400
Email: thestaff@tvtropes.org
7. Samsung Electronics America, I Trade $1,146,692
Customer Service
8482 Collection Center Drive
Chicago, IL 60693‐0084
Phone: 408‐826‐7792
Email: ads‐invoices@samsung.com;
a.besaw@samsung.com
8. New Performance Professional $977,586
Improvement Pa Services/Fees
Phalgun Yanamandra
One Enterprise Drive
Suite 430
Shelton, CT 06484
Phone: 704‐290‐4871
Email: pipinvoices@pipartners.com;
pyanamandra@pipartners.com
9. AppMonet Trade $900,249
Invoices
199 Lafayette Street
Suite 3B
New York, NY 10012
Phone: 619‐508‐0262
Email: accounting@appmonet.com;
bryan.halper@appmonet.com
10. Amazon Web Services, Inc. Trade $891,620
Customer Service
410 Terry Avenue N
Seattle, WA 98109
Phone: 206‐266‐1000
Email: acmd‐aws‐ar@amazon.com
11. Xandr Inc. (AppNexus) Trade $829,720
AR team
28 West 23rd Street
4th Floor
New York, NY 10010
Phone: 646‐825‐6460
Email: billing@appnexus.com
12. Taboola.com Ltd Trade $748,018
Omry Polakiewicz
2 Jabotinsky Street
Ramat Gan 5250501
Israel
Phone: 972‐3‐696‐6966
Email: AR‐IL@taboola.com;
omry.p@taboola.com
13. Hulu, LLC Trade $737,094
HULU AR
2500 Broadway
2nd Floor
Santa Monica, CA 90404
Phone: 310‐571‐4700
Email: Hulu.Ar@Disney.com
14. Google Inc. Trade $635,974
Collection Department
Dept 33654
P O BOX 33654
San Francisco, CA 941396
Phone: 650‐253‐0000
Email: collections‐us@google.com
15. CBS Interactive Inc. Trade $602,079
Tekara Averett
24670 Network Place
Chicago, IL 60673‐1246
Phone: 502‐992‐8032
Email: tekara.averett@cbsinteractive.com
16. Ugam Solutions Pvt. Ltd‐WIRE Trade
$577,877
Rashmi Dave
2030 Vallejo Street
Suite 304
San Francisco, CA 94123
Phone: 91 22 6742 8300 ext 1582
Email: accounts.receivable@ugamsolutions.com
17. Ironsource Neon Ltd (TypeA Hol Trade $563,000
Efrat Levin
Azrieli Sarona Tower
Derech Menachem Begin 121
Tel Aviv 6701318
Israel
Phone: (+972) 052‐4506856
Email: efrat.levin@typea.group
18. Consumable Trade $514,984
Mark Levin ‐ CEO
9710 Traville Gateway Drive
Suite 267
Rockville, MD 20850
Phone: 301‐251‐2363
Email: mark@giftconect.com
19. Gannett Co., Inc Trade $441,490
Jaime Wagner
7950 Jones Branch Dr
McLean, VA 22107
Phone: 877‐736‐7884
Email: cashservices@usatoday.com;
jwagner2@gannett.com
20. Massandra Harbor Lease/Rent $436,954
Hollywood Own
Marcela Granera
200 Pine Avenue
Suite 502
Long Beach, CA 90802
Phone: 323‐540‐5108
Email: mgranera@tiarna.com
21. MediaVine, Inc. Trade $435,864
Eric Hochberger, Author
160 W. Camino Real
#504
Boca Raton, FL 33432
Phone: 888‐705‐1246
Email: eric@mediavine.com
22. Philo Inc Trade $430,001
Legal Department
225 Green St
San Francisco, CA 94111
Phone: 914‐523‐1480
Email: adbill@philo.com
23. Vidazoo Ltd Trade $394,773
Elad Friedman
114 Yigal Alon Street
Tel Aviv 6744320
Israel
Phone: (+972) 544‐998253
Email: finance@vidazoo.com;
efriedman@vidazoo.com
24. Content IQ LLC (Boredom Therap Trade $383,784
Morgan Wagman
One World Trade Center
77th Floor Suite A
New York, NY 10007
Phone: 212‐685‐8000
Email: accountreceivable@contentiq.com
25. National Opinion Research Cent Trade $376,759
Tamara Newell
55 East Monroe Street
20th Floor
Chicago, IL 60603
Phone: 312‐759‐4001
Email: Newell‐Tamara@norc.org
26. Vizio Services, LLC Trade $375,000
Sunny Bang
39 Tesla
Irvine, CA 92618
Phone: 949‐777‐0744
Email: VIZIO.Accounting@vizio.com
27. GumGum, Inc. Trade $362,372
Kara Petrocelli
1314 7th Street
4th Floor
Santa Monica, CA 90401
Phone: 310‐260‐9666
Email: accounting@gumgum.com
28. K&L Gates LLP Professional $351,719
Legal Department Services/Fees
599 Lexington Avenue
New York, NY 10022‐6030
Phone: 212‐536‐3900
Email: AccountsReceivableSEA@klgates.com
29. NBC Universal Media LLC CFS Trade $350,000
Judy Swain ‐ Director Digital Media Finance
30 Rockefeller Plaza
New York, NY 10112
Phone: 212‐664‐5548
Email: Judy.Swain@nbcuni.com
30. Roku, Inc. Trade $348,527
Customer Service
Dept 3118
PO Box 123118
Dallas, TX 75312‐3118
Phone: 408‐556‐9040
Email: dlaccountsreceivable@roku.com
BLACK DIAMOND: Gets OK to Hire Eric Rossi CPA as Accountant
-----------------------------------------------------------
Black Diamond Energy of Delaware, Inc. received approval from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
employ Eric Rossi CPA, LLC.
The Debtor requires an accountant to assist with the preparation of
tax returns for 2012 through 2022.
Eric Rossi CPA will be paid at the rate of $225 per hour.
As disclosed in court filings, Eric Rossi CPA is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Eric Rossi
Eric Rossi CPA, LLC
357 Regis Ave. #4
Pittsburgh, PA 15236
Tel: (412) 714-8650
Fax: (412) 714-8657
Email: erossi@ericrossicpa.com
About Black Diamond Energy of Delaware
Black Diamond Energy of Delaware, Inc. --
https://www.blackdiamondenergy.com/ -- is a company based in
Greensburg, Pa., which provides natural gas drilling programs for
investor partners. It specializes in coalbed methane play in the
Powder River Basin.
Black Diamond sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-21448) on July 26,
2022, with up to $50,000 in assets and $10 million to $50 million
in liabilities. Eric Koval, president of Black Diamond, signed the
petition.
Donald R. Calaiaro, Esq., at Calaiaro Valencik and Eric Rossi CPA,
LLC serve as the Debtor's legal counsel and accountant,
respectively.
CANO HEALTH: BlackRock Has 5.3% Equity Stake as of Dec. 31
----------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2022, it
beneficially owns 13,033,731 shares of common stock of Cano Health,
Inc., representing 5.3 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1800682/000130655023007013/us13781y1038_020323.txt
About Cano Health
Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary
care-centric, technology-powered healthcare delivery and population
health management platform. The Company is one of the largest
independent primary care physician groups in the United States. It
utilizes its technology-powered, value-based care delivery platform
to provide care for its members.
Cano Health reported a net loss of $116.74 million in 2021, a net
loss of $71.06 million in 2020, and a net loss of $19.78 million in
2019. For the nine months ended Sept. 30, 2022, the Company
reported a net loss of $126.66 million.
CANOO INC: To Seek Validation of Share Authorization Proposal
-------------------------------------------------------------
Canoo Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission it intends to file a petition in the Court of
Chancery under Section 205 of the DGCL to seek validation of the
Share Authorization Proposal and the shares issued thereunder, in
order to resolve potential uncertainty with respect to the
Company's capital structure.
Section 205 of the DGCL permits the Court of Chancery, in its
discretion, to ratify and validate potentially defective corporate
acts. To date, no stockholder has given the Company notice of any
allegations that the Company's shares are unauthorized.
On Dec. 21, 2020, Hennessy Capital Acquisition Corp. IV, the
predecessor to Canoo Inc., held a special meeting of stockholders
to approve certain matters relating to the business combination
between Hennessy Capital and Canoo Holdings Ltd. One of these
matters was a proposal to increase the total number of authorized
shares of the Company's common stock to 500,000,000 shares and
authorized shares of preferred stock to 10,000,000 shares. The
Share Authorization Proposal was approved by holders of a majority
of the outstanding shares of Hennessy Capital's common stock.
After the Hennessy Capital Special Meeting, Hennessy Capital and
Legacy Canoo closed the business combination, and Hennessy Capital
changed its name to Canoo Inc.
As of Sept. 30, 2022, and giving effect to shares issued pursuant
to equity financings in the fourth quarter of 2022, the Company had
354,825,899 shares of common stock issued and outstanding, as well
as a significant number of additional shares of common stock
issuable upon conversion, exercise, or settlement of outstanding
convertible notes, private placement warrants, stock options, and
restricted stock units.
A recent ruling by the Court of Chancery introduces uncertainty as
to whether Section 242(b)(2) of the Delaware General Corporation
Law would have required the Share Authorization Proposal to be
approved by a separate vote of the majority of Hennessy Capital's
then-outstanding shares of Class A common stock.
The Company said that if it is not successful in the Section 205
proceeding, the uncertainty with respect to the Company's
capitalization resulting from the Court of Chancery's ruling
referenced above could have a material adverse impact on the
Company, including on the Company's ability to complete equity
financing transactions or issue stock-based compensation to its
employees, directors and officers until the underlying issues are
definitively resolved. This uncertainty could impair the Company's
ability to execute its business plan, attract and retain employees,
management and directors and adversely affect its commercial
relationships.
About Canoo
Torrance, California-based Canoo Inc. -- www.canoo.com -- is a
mobility technology company with a mission to bring electric
vehicles to everyone and provide connected services that improve
the vehicle ownership experience. The Company is developing a
technology platform that it believes will enable the Company to
rapidly innovate and bring new products, addressing multiple use
cases, to market faster than its competition and at lower cost.
Canoo reported a net loss and comprehensive loss of $346.77 million
in 2021 following a net loss and comprehensive loss of $86.69
million in 2020. For the nine months ended Sept. 30, 2022, the
Company reported a net loss and comprehensive loss of $407.46
million. As of Sept. 30, 2022, the Company had $444.78 million in
total assets, $216.91 million in total liabilities, and $227.87
million in total stockholders' equity.
"We require substantial additional capital to develop our EVs and
services and fund our operations for the foreseeable future. We
will also require capital to identify and commit resources to
investigate new areas of demand. Until we can generate sufficient
revenue from vehicle sales, we are financing our operations through
access to private and public equity offerings and debt financings.
Management believes substantial doubt exists about the Company's
ability to continue as a going concern for twelve months from the
date of issuance of the financial statements included in this
Quarterly Report on Form 10-Q," Canoo stated in its Form 10-Q filed
with the Securities and Exchange Commission on Nov. 9, 2022.
CARVANA CO: Registers 2.1M Class A Shares Under 2017 Incentive Plan
-------------------------------------------------------------------
Carvana Co. has filed a Form S-8 Registration Statement with the
Securities and Exchange Commission to register up to 2,120,736
additional shares of its Class A common stock, par value $0.001 per
share, reserved for issuance under the Carvana Co. 2017 Omnibus
Incentive Plan (as amended on June 5, 2017 and Aug. 22, 2017), as a
result of the annual evergreen increase under the Plan. A
full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1690820/000119312523024179/d412871ds8.htm
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars.
Carvana Co. reported a net loss of $287 million in 2021, a net loss
of $462 million in 2020, a net loss of $365 million in 2019, a net
loss of $254.74 million in 2018, and a net loss of $164.32 million
in 2017. As of June 30, 2022, the Company had $10.50 billion in
total assets, $9.64 billion in total liabilities, and $864 million
in total stockholders' equity.
* * *
As reported by the TCR on Nov. 14, 2022, S&P Global Ratings revised
its outlook on Carvana Co. to negative from stable and affirmed its
'CCC+' issuer credit rating. S&P said, "The negative outlook
reflects Carvana's weak operating performance and continuing
macroeconomic headwinds which could extend weaker profitability and
sustain or increase negative cashflows."
Moody's Investors Service changed Carvana Co.'s outlook to negative
from stable and at the same time affirmed Carvana's Caa1 corporate
family rating. Moody's said, "The change in outlook to negative
from stable reflects Carvana's persistent lack of profitability and
negative free cash flow generation that has consistently fallen
short of Moody's expectations," as reported by the TCR on Nov. 25,
2022.
CASH CLOUD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cash Cloud, Inc.
d/b/a Coin Cloud
10190 Covington Cross Drive
Las Vegas, NV 89144
Business Description: Coin Cloud operates automated teller
machines for buying and selling Bitcoin,
Ethereum, Dogecoin, and 40+ other digital
currencies with cash, card and more.
Chapter 11 Petition Date: February 7, 2023
Court: United States Bankruptcy Court
District of Nevada
Case No.: 23-10423
Judge: Hon. Mike K. Nakagawa
Debtor's Counsel: Brett A. Axelrod, Esq.
FOX ROTHSCHILD LLP
1980 Festival Plaza Drive, Suite 700
Las Vegas, NV 89135
Tel: (702) 262-6899
Email: baxelrod@foxrothschild.com
Debtor's
Financial
Advisor: PROVINCE, LLC
Debtor's
Claims &
Noticing
Agent: STRETTO
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Chris McAlary as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KTAHTZI/CASH_CLOUD_INC__nvbke-23-10423__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Genesis Global Trading Inc. Unsecured Debt $108,568,654
111 Town Square Place
Suite 1203
Jersey City, NJ 07310
Andrew Tsang
Tel: 212-668-5921
Email: ATsang@genesistrading.com
2. Cole Kepro Professional $8,544,979
4170-103 Distribution Circle Services
North Las Vegas, NV 89030
Andrew Cashin
Tel: 702-633-4270
Email: info@colekepro.com
3. Brink's U.S. Trade Debt $2,519,389
PO Box 101031
Atlanta, GA 30392-1031
Beau Anderson
Tel: 877-527-4657
Email: beau.anderson@brinksinc.com
4. EZ Blackhole Service $1,380,433
480 NW Albemarle Terrace Agreement
Portland, OR 97210
Edouard Chaltiel
Email: echaltiel@victoireventures.com
5. EG America LLC Landlord $947,718
165 Flanders Rd
Westborough, MA 01581
Dave Allen
Tel: 508-389-3084
Email: David.allen@eg-america.com
6. National Services, LLC Trade Debt $837,807
315 Trane Dr
Knoxville, TN 37919
Stefanie Farmer
Tel: 865-588-1558
Email: Stefanie.Farmer@nsa.bz
7. OptConnect Trade Debt $578,593
854 West 450 North #4
Kaysville, UT 84037
Blake Barber
Tel: 877-678-3343
Email: blake.barber@optconnect.com
8. Cennox Reactive Field Services Trade Debt $576,807
3130 S. Delaware Ave
Springfields, MO 65804
Heather Spence
Tel: 800-456-4848 x1444
Email: us.svc.invoicing@cennox.com
9. Yesway Landlord $491,263
138 Conant St Suite 3
Beverly, MA 01915
Derek Gaskins
Tel: 202-230-7376
Email: derek.gaskins@yesway.com
10. Loomis Trade Debt $432,378
Dept 0757 PO Box 120757
Dallas, TX 75312
TJ Niko
Tel: 713-338-8862
Email: TJ.Niko@us.loomis.com
11. American Express Credit Card $411,964
PO Box 981535 Debt
El Paso, TX 79998
Phone: 800-528-4800
Email: amexsru@aexp.com
12. Two Farms Inc Landlord $391,402
(d/b/a Royal Farms)
3611 Roland Ave
Baltimore, MD 21211
John Kemp
Phone: 410-889-0200
Email: corporate@royalfarms.com
13. Thorntons Landlord $374,400
2600 James Thornton Way
Louisville, KY 40245
Kim James
Phone: 502-425-8200
Email: Kim.James@mythorntons.com
14. ACE Cash Express Landlord $229,703
300 E John Carpenter Fwy Ste 900
Huntington Park, TX 75062
Tino Tovo
Phone: 972-753-2226
Email: ttovo@populusfinancial.com
15. Trangistics Inc Trade Debt $224,008
PO Box 1750
Sisters, OR 97759
Arlette Warner
Phone: 541-923-6309
Email: ar@trangistics.com
16. The Jimmerson Law Firm Professional $221,741
415 S 6th St #100 Services
Las Vegas, NV 89101
Jim Jimmerson
Phone: 702-387-1167
Email: jimmerson@jimmersonlawfirm.com
17. Sectran Security Inc. Trade Debt $207,060
PO Box 227267
Los Angeles, CA 90022
Rony Ghaby
Phone: 562-948-1446
Email: r.ghaby@sectransecurity.com
18. I Heart Media Trade Debt $179,264
PO Box 98849
Chicago, IL 60693
Roy Vann
Phone: 210-822-2828
Email: invoices@iheartmedia.com
19. Spec's – Parent Landlord
$177,000
1420 Kingwood Dr
Kingwood, TX 77339
Ryan Holder
Phone: 713-526-8787
Email: rholder@specsonline.com
20. Deployment Logix Inc Trade Debt $143,935
920 Twilight Peak Ave
Henderson, NV 89012
Ken Rogers
Phone: 714-350-6468
Email: ken.rogers@deploymentlogix.com
CELSIUS NETWORK: Bankruptcy Examiner to Report Ponzi Allegations
----------------------------------------------------------------
Reuters reports that a U.S. court-ordered examiner report released
Jan. 31, 2023, showed that bankrupt crypto lender Celsius Network
used investor money and customer deposits to prop up its own token
while two of its founders made millions of dollars from token
sales.
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing customers by promising high interest rates on their
cryptocurrency deposits. New Jersey-based Celsius filed for U.S.
bankruptcy in July after freezing customer withdrawals.
U.S. Bankruptcy Judge Martin Glenn, who is overseeing the Chapter
11 case, in September appointed former prosecutor Shoba Pillay as
an independent examiner.
She investigated Celsius customers' claims that the company was a
Ponzi scheme and also reported on its handling of cryptocurrency
deposits.
The examiner's report did not conclude that Celsius was a Ponzi
scheme, but it laid out evidence that may lead Glenn to reach that
conclusion.
Celsius never generated enough profit to pay the high rewards
promised to customers, and Celsius used new customer deposits to
fund customer withdrawal requests in June 2022 and perhaps on other
occasions, the examiner found.
Celsius Coin Deployment Specialist Dean Tappen said over company
chat that he should be called a "Ponzi consultant," and later
described Celsius' practice of using customer stablecoins to
repurchase its own proprietary tokens as "very Ponzi-like,"
according to the report. Tappen told the examiner that the "Ponzi
consultant" comment was an attempt at a "poor joke" and that he did
not believe Celsius was a Ponzi scheme.
Celsius did not immediately respond to requests for comment on the
examiner's report. The company said in a Tuesday statement that it
cooperated with the examiner's investigation and that it looked
forward to working with creditors on a path out of bankruptcy.
Celsius gathered crypto deposits from retail customers and invested
them in the equivalent of the wholesale crypto market.
Celsius told customers that its own crypto token, called "CEL,"
would be used to pay customer rewards, but it concealed the extent
to which it propped up CEL's price by re-purchasing the token on
secondary markets, the report said.
Starting in 2020, Celsius went on a "buying spree" to push the
price of CEL "higher and higher", the report said. Celsius spent
at least $558 million buying its token.
By 2022, employees routinely said that the token was "worthless"
and questioned whether anyone other that Celsius would buy it, the
report said.
"The business model Celsius advertised and sold to its customers
was not the business that Celsius actually operated," the report
said. For years, Celsius promised more funds to customers as
rewards than it was able to generate in revenues, the report said.
Between 2018 and June 30, 2022 it had obligations to customers of
$1.36 billion more than the net revenue it generated from customer
deposits, the report added.
The CEL token's price gains benefited insiders who held most of it,
the report said. Celsius founder Alex Mashinsky, who is facing
fraud allegations in the United States and stepped down as CEO in
September, realised at least $68.7 million from selling CEL tokens
between 2018 and the bankruptcy filing. Co-founder Daniel Leon sold
at least $9.7 million worth of the token, the report said.
According to the report, Mashinsky repeatedly made false claims to
customers in video broadcasts and tweets. Celsius executives kept
an internal list of his incorrect statements, sometimes editing
them out of video recordings without informing the thousands of
audience members who heard the misstatements in real time, the
examiner found.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No.22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.
CHRISTIAN CARE: Chapter 11 Plan Okayed by Court After Sale
-----------------------------------------------------------
Rick Archer of Law360 reports that a Texas bankruptcy judge has
approved former Dallas-area nursing home operator Christian Care
Centers Inc.'s Chapter 11 plan to use most of the $44.2 million it
raised when it sold its three facilities over the summer to pay its
bondholders.
Christian Care Centers, Inc., and Christian Care Centers
Foundation, Inc., filed a Chapter 11 Plan of Liquidation dated Nov.
15, 2022.
The Debtors in May 2022 had filed a motion to sell all assets to
North Texas Benevolent Holdings, LLC. No other parties submitted
qualified bids. The Court in July 2022, issued its order approving
the sale to Benevolent.
Benevolent has acquired each of the Debtor's campuses and
substantially all of the Debtors' assets for a net purchase price
of $44,250,000.
The Plan contemplates the liquidation of all of the Debtors' assets
followed by the distribution of all resulting proceeds to the
Debtors' creditors.
A full-text copy of the Disclosure Statement dated Nov. 15, 2022,
is available at https://bit.ly/3TO8Lw4 from PacerMonitor.com at no
charge.
About Christian Care Centers
Christian Care Centers, Inc., was incorporated in 1947 as a
nonprofit Texas corporation. The Christian Care Centers
Foundation, Inc., was incorporated in 1994 also as a nonprofit
Texas corporation. CCCI, a faith-based organization, operates
three senior living housing and health care campuses in the
Dallas/Fort Worth Metroplex. In addition, CCCI owns unimproved
real property in Dallas County and Tarrant County, adjacent to the
Mesquite and Fort Worth communities. The Foundation is a
supporting organization that serves as an endowment organization
for CCCI.
On May 23, 2022, Christian Care Centers, Inc., and Christian Care
Centers Foundation, Inc., sought Chapter 11 protection (Bankr. N.D.
Tex. Lead Case No. 22-80000) after finding a buyer for the
business.
Christian Care Centers estimated assets and debt of $50 million to
$100 million as of the bankruptcy filing.
The Hon. Stacey G. Jernigan is the case judge.
The Debtors tapped HUSCH BLACKWELL LLP as counsel; GLASSRATNER
ADVISORY & CAPITAL LLC d/b/a B. RILEY ADVISORY SERVICES as
restructuring advisor; and HOULIHAN LOKEY CAPITAL, INC., as
investment banker. EPIQ CORPORATE RESTRUCTURING, LLC, is the
claims agent.
CLEVELAND INTEGRITY: Files for Chapter 11 to Pursue Sale
--------------------------------------------------------
Cleveland Integrity Services, Inc., filed for chapter 11 protection
in the Southern District of Texas to pursue a going concern sale to
the existing lender, absent higher and better offers.
The Company filed certain motions and pleadings requesting
necessary operational and procedural relief to allow the Company to
continue its ordinary course operations through these chapter 11
cases, while pursuing a going concern sale of the business.
A lengthy or protracted bankruptcy case presents uncertainty to the
Debtors’ customers and Inspectors. The Debtors' going concern
value is entirely dependent on maintaining customer and Inspector
confidence and loyalty. These drivers are evident in the
Milestones negotiated as part of the DIP Credit Agreement.
CIS is a leading provider of inspection services and integrity
management solutions for gathering, transmission, and distribution
pipelines and related oil and gas industry infrastructure. CIS
operates throughout the continental United States providing
services to many of the top midstream operators and a growing
number of utilities. CIS's projects span hundreds of miles across
state lines.
The Company operates a national footprint to provide its blue-chip
customers throughout the continental United States with a complete
range of services to assist in the construction and implementation
of energy infrastructure projects. Critical to these services is
the Company's proprietary database comprised of over 32,000
inspectors, who are skilled tradespeople with highly unique
technical training and experience.
Default Under Prepetition Debt
The Company remains in a strong operational position but is in
default under its prepetition obligations, which then matured
before the Petition Date.
The Debtors have $159,000,000 outstanding for term loans provided
under a Term Loan Credit Agreement with Owl Rock Capital
Corporation, as administrative agent and collateral agent.
Although the Debtors' Prepetition Secured Lenders provided
short-term extensions to allow the Company to explore strategic
alternatives such as a sale, recapitalization or alternative
sources for refinancing, certain industry-wide market factors
hindered the Company’s ability to obtain long-term solutions to
the Company's now-matured debt obligations.
To aid the Company's prepetition efforts to negotiate long-term
solutions with its lenders, the Company appointed Patrick Bartels
as its independent director in May 2022, and retained Piper Sandler
& Co. as investment bankers in August 2022, to explore strategic
sale or refinancing alternatives for the Company. Despite a
robust, targeted marketing effort by Piper Sandler in late 2022,
the Debtors received no actionable proposals or alternatives to
address their looming debt maturity outside of chapter 11. As
such, the Debtors have negotiated a Transaction with their Term
Lenders to reach what the Debtors believe is a value-maximizing
transaction through these chapter 11 cases.
As part of these prepetition restructuring efforts, the Company and
their non-debtor affiliates have negotiated a restructuring support
agreement (the "RSA") with their Prepetition Secured Lenders, which
all parties believe presents the superior path to addressing the
Debtors' now-matured Prepetition Obligations. As part of the RSA,
the Company and its Term Lenders have negotiated a going concern
stalking horse asset purchase agreement, for a sale process to be
completed in chapter 11.
Most important to this process and maximizing value is minimizing
business disruptions to the Company's key customers and Inspectors.
To minimize business disruptions while maximizing the Company's
going concern value, the Company seeks emergency approval of
bidding procedures to allow the Company (through Piper Sandler) to
complete its prepetition marketing efforts. The procedures
contemplate approval and consummation of a going concern sale 60
days after the Petition Date. Such a deliberate and streamlined
process is necessary to ensure the highest and best value for the
Company's assets, while not compromising customer and Inspector
confidences, both of which are critical to the continued vitality
of the Company.
Restructuring Support Agreement
Through periodic forbearance amendments, the Prepetition Secured
Lenders were willing to grant the Debtors and their non-debtor
affiliates short term extensions of the maturity dates under the
Prepetition Credit Agreements. The last such extension granted was
through Jan. 17, 2023. In an effort to negotiate for long term
extensions of such maturity dates, the Debtors, their non-debtor
affiliates and the Prepetition Secured Lenders reached agreements
memorialized in an RSA, dated Jan. 29, 2023. Under the RSA, Owl
Rock (or its designee) will acquire the assets and/or equity of
Applied, Encompass, and Perennial through out-of-court
transactions. To effectuate these transfers and ensure sufficient
working capital for the businesses to be acquired by Owl Rock (or
its designee), the ABL Administrative Agent agreed to amend the ABL
Credit Facility to provide more working capital and grant a
30-month extension of the maturity date to June 17, 2025. Under
this amendment, the Debtors resigned from the ABL Credit Facility,
and the ABL Lenders released the Debtors from all obligations,
claims and liens arising thereunder. As a result of this
amendment, the Debtors' only remaining prepetition secured
obligations are those owing to the Term Lenders under the
now-matured Term Loan Credit Agreement.
Under the terms of the RSA, the Debtor and the Term Lenders have
agreed to terms for a debtor in possession loan and a stalking
horse asset purchase agreement (the "APA"), laying the groundwork
for an orderly chapter 11 filing and sale process.
The key terms of the Transaction Documents include:
* Under the DIP Credit Agreement, the Loan Parties (as defined
in the DIP Credit Agreement) will provide the Debtors with a $30
million super-priority senior secured priming term loan facility,
comprised of $13 million in new money loans and an $17 million of
roll-up;
* The Debtors will comply with the following case milestones:
1. On or before Jan. 29, 2023, the Loan Parties shall have
commenced the Cases in the Bankruptcy Court and shall have filed
(A) (i) a motion seeking entry of the DIP Orders, (ii) a motion
seeking approval of the APA, (iii) Bidding Procedures Motion and
(B) other "first day" motions;
2. No later than 3 calendar days after the Petition Date, the
Debtors shall have obtained entry of the Interim Order;
3. No later than 30 calendar days after the Petition Date, the
Debtors shall have obtained entry of the Bidding Procedures Order;
4. No later than 30 calendar days after the entry of the
Interim Order, the Debtors shall have obtained entry of the Final
Order;
5. No later than 40 calendar days after the Petition Date,
qualified bids in respect of the 363 Sale Transaction shall have
been submitted;
6. No later than 45 calendar days after the Petition Date, the
Debtors shall hold an auction for the sale of their assets pursuant
to the Bidding Procedures Order;
7. No later than 55 calendar days after the Petition Date, the
Debtors shall have obtained entry of an order authorizing a 363
Sale Transaction, which order shall be in form and substance
acceptable to the Administrative Agent and Required Lenders in
their sole discretion; and
8. No later than 60 calendar days after the Petition Date, the
Debtors shall have consummated the 363 Sale Transaction in
accordance with the Bidding Procedures Order that is approved by
the Bankruptcy Court.
* An acquisition entity formed by the Term Loan Agent will serve
as Purchaser and proposed Stalking Horse Bidder under the terms of
the APA, which provides for the acquisition of substantially all
assets of the Debtors, free and clear of all liens, claims and
encumbrances, pursuant to sections 363(b)&(f) of the Bankruptcy
Code, and the assumption of certain Assumed Liabilities.
* The baseline Purchase Price under the APA includes a
dollar-for-dollar credit bid for the full amount of the $30 million
DIP Facility obligations, payment of Accrued Payroll obligations
and the assumption of the Assumed Liabilities (including payment of
Cure Costs). In the event additional Qualified Bids are received
and an auction is conducted, the Term Loan Agent will be able to
credit bid a portion of its prepetition Term Loan debt, in the Term
Loan Agent's sole discretion.
* The APA also provides for the Purchaser to leave behind a Wind
Down Amount, which the Debtors believe is sufficient to allow the
Debtors to pay accrued, unpaid and allowed administrative expense
claims, payroll, and otherwise wind down these chapter 11 cases.
As described in the Bidding Procedures Motion, the Debtors ask the
Court to approve certain Bidding Procedures on an emergency basis
and lay the groundwork for Piper Sandler to continue its marketing
efforts that began before the Petition Date.
About Cleveland Integrity
Cleveland Integrity Services, Inc., is a provider of inspection
services and integrity management solutions for gathering,
transmission, and distribution pipelines and related
infrastructure. CIS is headquartered in Cleveland, Oklahoma, but
operates throughout the continental U.S. providing services to many
of the top midstream operators and a growing number of
utilities. On the Web: https://www.clevelandintegrity.com/
Cleveland Integrity Services and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 23-90052) on Jan. 29, 2023. In the petition signed by
Matt Kesner, president and COO, the Debtor disclosed up to $50
million in assets and up to $500 million in liabilities.
Judge Christopher M. Lopez oversees the case.
The Debtors tapped Gray Reed and McGraw LLP is the Debtor's legal
counsel, Piper Sandler & Co. as financial advisor and investment
banker, Macco Restructuring Group, LLC, as financial advisor, and
Donlin, Recano & Co., Inc. as notice and claims agent.
CLEVELAND INTEGRITY: March 10 Claims Filing Deadline Set
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas set
March 10, 2023, as the last date for all entities including
individuals, partnerships, estates and trusts to file their proofs
of claim against Cleveland Integrity Services Inc. and its
debtor-affiliates.
The Court also set July 28, 2023, as the deadline for all
governmental units to file their claims against the Debtors.
Each proof of claim must be filed, including supporting
documentation, by either (i) electronic submission through PACER
(Public Access to Court Electronic Records at
http://ecf.txsb.uscourts.gov),(ii) electronic submission using the
interface available on the claims and noticing agent's website at
https://www.donlinrecano.com/Clients/cis/FileClaim or (iii) if
submitted through non-electronic means, by U.S. mail or other hand
delivery system, so as to be actually received by the claims and
noticing agent on or before the claims bar date or the governmental
bar date, or any other applicable bar date, at:
a) if by first-class mail:
Donlin Recano & Company Inc.
Re: Cleveland Integrity Services Inc. et al.
P.O. Box 199043
Blythebourne Station
Brooklyn, NY 11219
b) if by hand delivery or overnight mail:
Donlin Recano & Company Inc.
Re: Cleveland Integrity Services Inc. et al.
6201 15th Avenue
Brooklyn, NY 11219
About Cleveland Integrity Services
Cleveland Integrity Services, Inc., is a provider of inspection
services and integrity management solutions for gathering,
transmission, and distribution pipelines and related
infrastructure. CIS is headquartered in Cleveland, Oklahoma, but
operates throughout the continental U.S. providing services to many
of the top midstream operators and a growing number of utilities.
Cleveland Integrity Services and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 23-90052) on Jan. 29, 2023. In the petition signed by Matt
Kesner, president and COO, the Debtor disclosed up to $50 million
in assets and up to $500 million in liabilities.
Judge Christopher M. Lopez oversees the case.
The Debtors tapped Gray Reed and McGraw LLP is the Debtor's legal
counsel, Piper Sandler & Co. as financial advisor and investment
banker, Macco Restructuring Group, LLC as financial advisor, and
Donlin, Recano & Co., Inc. as notice and claims agent.
COMEDYMX LLC: Trustee Hires Fennemore Craig as Special Counsel
--------------------------------------------------------------
William Homony, the Subchapter V trustee for ComedyMX, LLC and
Comedy MX, Inc., received approval from the U.S. Bankruptcy Court
for the District of Delaware to employ Fennemore Craig, P.C. as
special counsel.
The trustee needs the firm's legal assistance in connection with
the personal bankruptcy case filed by Edward Heldman, III, the
Debtors' principal, in the U.S. Bankruptcy Court for the District
of Arizona (Case No. 22-07610).
The firm will be paid at these rates:
Partners/Directors $450 to $850 per hour
Associates $300 to $420 per hour
Paralegals $220 to $290 per hour
Cathy Reece, Esq., a partner at Fennemore Craig, 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:
Cathy L. Reece, Esq.
Fennemore Craig, P.C.
2394 E. Camelback Road Suite 600
Phoenix, AZ 85016
Tel: (602) 916-5343
Fax: (602) 916-5543
Email: creece@fennermorelaw.com
About ComedyMX
ComedyMX, LLC operates the business of making classic cartoons
available to the public on various platforms such as YouTube, under
the name Cartoon Classics.
ComedyMX and its affiliate, ComedyMX Inc., sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 22-11181) on Nov. 14, 2022. In the petition signed by Edward
Heldman, president and chief executive officer, ComedyMX, LLC
disclosed up to $500,000 in assets and up to $1 million in
liabilities while ComedyMX Inc. disclosed up to $100,000 in assets
and up to $500,000 in liabilities.
Judge Craig T. Goldblatt oversees the cases.
Leech Tishman Fuscaldo & Lampl and Fennemore Craig, P.C. serve as
the Debtors' bankruptcy counsel and special counsel, respectively.
CORE SCIENTIFIC: Secures $70 Million New Bankruptcy Financing
-------------------------------------------------------------
Amelia Pollard of Bloomberg Law reports that bitcoin miner Core
Scientific has secured $70 million in new financing to replace its
current bankruptcy loan, according to a filing on Monday, January
30, 2023. The replacement debtor-in-possession financing will take
the form of a super-priority loan; it will be used in part to pay
off the original financing. B. Riley Commercial Capital LLC is the
DIP agent and initial DIP lender, according to court papers.
About Core Scientific
Core Scientific, Inc. (NASDAQ: CORZ) is the largest U.S.
publicly-traded Bitcoin mining company in computing power. Core
Scientific, which was formed following a business combination in
July 2021 with blank check company XPDI, is a large-scale operator
of dedicated, purpose-built facilities for digital asset mining
colocation services and a provider of blockchain infrastructure,
software solutions and services. Core mines Bitcoin, Ethereum and
other digital assets for third-party hosting customers and for its
own account at its six fully operational data centers in North
Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core
was formed following a business combination in July 2021 with XPDI,
a blank check company.
In July 2022, one of the Company's largest customers, Celsius
Mining LLC, filed for Chapter 11 bankruptcy in New York.
With low Bitcoin prices depressing mining revenue to a record low,
Core Scientific first warned in October 2022 that it may have to
file for bankruptcy if the company can't find more funding to repay
its debt that amounts to over $1 billion. Core Scientific did not
make payments that came due in late October and early November 2022
with respect to several of its equipment and other financings,
including its two bridge promissory notes.
Core Scientific Inc. and its affiliates filed petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead
Case No. 22-90340) on Dec. 21, 2022. As of Sept. 30, 2022, Core
Scientific had total assets of US$1.4 billion and total liabilities
of US$1.3 billion.
Judge David R. Jones oversees the cases.
The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT
Partners, LP as investment banker; and AlixPartners, LLP as
financial advisor. Stretto is the claims agent.
A group of Core Scientific convertible bondholders is working with
restructuring lawyers at Paul Hastings.
DAR HOME COMPANY: Hires Michael Hardwick Law as Bankruptcy Counsel
------------------------------------------------------------------
DAR Home Company, LLC received approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Michael Hardwick
Law, PLLC as its legal counsel.
The firm's services include:
a. advising the Debtor regarding its rights, duties and powers
in its Chapter 11 proceedings;
b. appearing before the bankruptcy court or any other court to
represent the interests of the Debtor;
c. attending the initial debtor interview;
d. attending the meeting of creditors;
e. assisting the Debtor with proposing, prosecuting, and
consummating a Chapter 11 disclosure statement and plan of
reorganization;
f. preparing pleadings;
g. assisting the Debtor with the resolution of claims filed
against the estate, preservation and disposition of assets of the
estate, the prosecution of actions taken on behalf of the estate,
and resolution of other disputes that may arise during the pendency
of the case;
h. advising the Debtor regarding business finances,
transactions, and the daily operations of its businesses; and
i. performing any other necessary legal services.
Michael Hardwick Law will be paid at these rates:
Attorneys $350 per hour
Paralegals $150 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Prior to the petition date, the firm received from the Debtor a
retainer of $7,000.
Michael Hardwick, Esq., a partner at Michael Hardwick 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 through:
Michael L. Hardwick, Esq.
Michael Hardwick Law, PLLC
2200 North Loop West, Suite 116
Houston, TX 77018
Tel: (713) 832-930-9090
Fax: (713) 832-930-9091
Email: michael@michaelhardwicklaw.com
About DAR Home Company
DAR Home Company, LLC operates as a retail service company and
serves local markets in Brazoria and Harris counties. Its primary
income is derived from construction services for individual and
business consumers looking to build and remodel their homes or
businesses.
DAR Home Company sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 22-80240) on Dec. 12,
2022. In the petition signed by David Rodriguez, owner, the Debtor
disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Jeffrey P. Norman oversees the case.
Michael L. Hardwick. Esq., at Michael Hardwick Law, PLLC is the
Debtor's legal counsel.
DAVENPORT EXTREME: Gets OK to Hire Guilfoyle Law Office as Counsel
------------------------------------------------------------------
Davenport Extreme Pools and Spas, Inc. received approval from the
U.S. Bankruptcy Court for the Western District of Kentucky to
employ Guilfoyle Law Office, LLP.
The Debtor requires legal counsel to:
a. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on behalf of
the Debtor, the defense of any actions commenced against the
Debtor, negotiations concerning all litigation in which the Debtor
is involved, if any, and objecting to claims filed against the
estate;
b. give legal advice with respect to the Debtor's powers and
duties in the continued operations of its business and management
of its assets;
c. prepare legal papers; and
d. perform other legal services for Debtor in connection with
its Chapter 11 case and with the formulation and implementation of
its Chapter 11 plan.
Guilfoyle Law Office will be paid based upon its normal and usual
hourly billing rates and will be reimbursed for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $15,000.
James Guilfoyle, Esq., an attorney at Guilfoyle Law Office,
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:
James F. Guilfoyle, Esq.
Guilfoyle Law Office, LLC
211 East Market Street
New Albany, IN 47150
Telephone: (502) 208-9704
Email: jfg@inkylegal.com
About Davenport Extreme Pools and Spas
Davenport Extreme Pools and Spas, Inc. filed a Chapter 11
bankruptcy petition (Bankr. W.D. Ky. Case No. 22-32514) on Dec. 21,
2022, with as much as $1 million in both assets and liabilities.
Judge Alan C. Stout oversees the case.
The Debtor is represented by James F. Guilfoyle, Esq., at Guilfoyle
Law Office, LLC.
DCL HOLDINGS: Deadline to File Claims Set for March 3
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set March 3,
2023, at 5:00 p.m. (ET) as the last date and time for each person
or entity to file their proofs of claim against DCL Holdings (USA)
Inc. and its debtor-affiliates.
The Court also set June 20, 2023, at 5:00 p.m. (ET) as the deadline
for all governmental units to file their claims.
All proof of claims must be filed to:
Kroll Restructuring Administration LLC
DCL Holdings (USA) Inc. Claims Processing Center
c/o Kroll Restructuring Administration LLC
850 Third Avenue, Suite 412
Brooklyn, NY 11232
-- or --
by completing an online proof of claim form available at
https://cases.ra.kroll.com/DCL/
Further information concerning the filing or processing of claims,
contact Kroll at (888) 510-7189, or, if calling from outside the
United States or Canada, at +1 (646) 440-4160.
About DCL Holdings
DCL Holdings (USA) Inc. -- https://www.pigments.com/ -- offers the
broadest range of color 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.
DELPHI BEHAVIORAL: Seeks $11MM DIP Loan from Brightwood
-------------------------------------------------------
Delphi Behavioral Health Group, LLC and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, for authority to use cash collateral an
obtain postpetition financing.
Delphi Intermediate Healthco, LLC seeks to enter into the DIP
Facility in the aggregate principal amount of $11 million in an
aggregate principal amount of postpetition financing pursuant to
and subject to the terms of the Superpriority Secured
Debtor-in-Possession Credit Agreement with certain pre-Petition
Date lenders, directly or through one or more affiliates, and
Brightwood Loan Services, LLC, as administrative agent. The
borrower may access up to $5 million of the loan upon entry of an
Interim Order.
All Obligations under the DIP facility will be due and payable in
full in cash, unless otherwise agreed to by the Required Lenders,
on the earliest of:
(i) June 6, 2023, which is 120 days after the Prepetition
Date;
(ii) if the Final DIP Order has not been entered, 25 calendar
days after the Petition Date;
(iii) the acceleration of the Loans and the termination of the
Commitments thereunder;
(iv) the effective date of any plan of reorganization;
(v) the date the Bankruptcy Court converts any of the Chapter
11 Cases to a case under chapter 7 of the Bankruptcy Code;
(vi) the date the Bankruptcy Court dismisses any of the Chapter
11 Cases;
(vii) any Event of Default; and
(viii) the date an order is entered in any Bankruptcy Case
appointing a Chapter 11 trustee or examiner with enlarged powers.
The Debtors require the use of cash collateral and financing to
meet payroll and other obligations necessary for their day-to-day
operations.
In October 2017, The Halifax Group, LLC, a private investment firm,
became the equity sponsor of, and provided management consulting
services for, "legacy Delphi" meaning, in substantive part, the
Company's business operations prior to its acquisition of
operations known as the "Summit" entities in April 2018. At the
same time, Brightwood Loan Services, LLC, as administrative agent
on behalf of a consortium of lenders, made loans under a credit
agreement dated October 3, 2017, to borrower Delphi Intermediate
Healthco, LLC and Delphi Health Holdings, LLC to facilitate the
leveraged buyout of legacy Delphi by Halifax.
In April 2018, Halifax sought to finance the expansion of the
Debtors' footprint into Massachusetts, New Jersey and Pennsylvania,
and made an additional equity investment, along with the Secured
Lenders lending additional funds, for the Debtors' acquisition of
the Summit entities. Following defaults under the 2017 Credit
Agreement, however, and as part of a comprehensive restructuring of
the Debtors' balance sheet, Halifax surrendered its equity
interests in the Company to the Secured Lenders in April 2020
pursuant to a Restructuring Agreement. At that point, the
outstanding amounts owed to the Secured Lenders had grown to over
$110 million.
In conjunction with the 2020 Restructuring, the Secured Lenders
consummated a debt-for-equity swap by contributing debt in the
amount of $90 million that was due and payable under the 2017
Credit Agreement in exchange for 100% of the direct and indirect
membership interests in the Debtors. The remaining balance of the
debt due to the Secured Lenders in the amount of $26.5 million was
allocated over two credit agreements.
The first credit agreement dated April 8, 2020, was between
Brightwood, as Administrative Agent, and borrower DR Parent, LLC
for a term loan totaling $12.5 million (Holdco Prepetition Credit
Agreement). The second credit agreement dated April 8, 2020 was
between Brightwood, as Administrative Agent, and borrower DR Sub,
LLC, which borrower obligations were assumed by Delphi Intermediate
Healthco, LLC, for term loans in the aggregate principal amount of
$14 million (Senior Secured Loan Agreement).
DR Sub, LLC and 31 debtor-subsidiaries served as guarantors under
the Senior Secured Loan Agreement and, other than certain excluded
assets, the Senior Secured Lenders' debt is secured by liens on all
present and future assets and properties of the Debtor borrower and
guarantors.
Brightwood made a total of $23 million in Protective Advances,
exclusive of interest, fees and other charges:
(i) Initial Protective Advances (under, and as defined in the
Senior Secured Loan Agreement) in the aggregate principal amount of
$7.5 million, pursuant to Amendments one through three;
(ii) Priming Protective Advances in the aggregate principal
amount of $10.5 million, pursuant to Amendments four through seven;
and
(iii) Super Priming Protective Advances in the aggregate
principal amount of $5 million pursuant to the eighth Amendment.
As of the Petition Date, the aggregate outstanding principal amount
of obligations due by the Borrower and guarantor Debtors to
Brightwood, for the benefit of the Senior Secured Lenders, under
the Holdco Prepetition Credit Agreement and the Senior Prepetition
Credit Agreement totals $49.5 million, not including interest, fees
and costs.
As adequate protection for the use of cash collateral, the Senior
Secured Lenders are granted a valid, binding, enforceable,
non-avoidable and automatically and properly perfected replacement
security interest in and lien upon all of the DIP Collateral and an
allowed superpriority administrative expense claim in each of the
Chapter 11 Cases and any Successor Cases.
The Debtors are required to comply with these milestones:
a. No later than February 11, five business days after the
Petition Date, the Bankruptcy Court will have entered the Interim
Order;
b. No later than February 16, which is 10 business days after
the Petition Date, the Debtors will have filed a disclosure
statement and corresponding liquidating plan;
c. No later than March 3, which is 25 calendar days after the
Petition Date, the Bankruptcy Court will have entered the Final DIP
Order;
d. The Debtors will establish a date that is no later than
March 23, 45 calendar days after the Petition Date, as the deadline
for the submission of binding bids with respect to the assets and
operations related to the Sellers under an Asset Purchase
Agreement;
e. No later than March 28, 50 calendar days after the Petition
Date, the Debtors will commence an auction for the Acquired Assets,
in accordance with the Bid Procedures; provided that if there is no
higher or better offer submitted in comparison to the stalking
horse bid(s), no auction will be held;
f. No later than April 2, 55 calendar days after the Petition
Date, the Bankruptcy Court will have entered an order approving the
disclosure statement;
g. No later than April 4, 57 calendar days after the Petition
Date, the Bankruptcy Court will have entered an order -- which will
be in form and substance acceptable to Required DIP Lenders --
approving the winning bid resulting from the sale of the Acquired
Assets;
h. Consummation of the sale of the Acquired Assets will occur
no later than April 19, which is 72 calendar days after the
Petition Date;
i. No later than May 12, 95 days after the Petition Date, the
Bankruptcy Court will have entered an order confirming the
Liquidating Plan; and
j. No later than May 17, 100 days after the Petition Date, the
Liquidating Plan Effective Date will have occurred.
A copy of the motion is available at https://bit.ly/3YutA2k from
PacerMonitor.com.
About Delphi Behavioral Health Group, LLC
Delphi Behavioral Health Group, LLC and several affiliated entities
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Lead Case No. 23-10945) on February 6, 2023. In
the petition signed by Edward A. Phillips, interim chief executive
officer, the Debtors disclosed up to $10 million in assets and up
to $10 million in liabilities.
Delphi Behavioral Health Group provides a range of inpatient and
outpatient behavioral healthcare services in the substance use
disorder, addiction and mental health treatment space.
Headquartered in Fort Lauderdale, Florida, Delphi and its
affiliates operated 12 clinical facilities and two recovery
residences prior to the Petition Date, throughout California,
Florida, Maryland, Massachusetts and New Jersey. The levels of
care provided at the clinical facilities range from inpatient and
residential to outpatient (partial hospitalization), intensive
outpatient programming and outpatient programming.
Judge Peter D. Russin oversees the case.
The Debtors tapped Berger Singerman LLP as legal counsel, Getzler
Henrich and Associates as restructuring services provider, and Epiq
Corporate Restructuring, LLC as notice and claims agent.
Brightwood Loan Services, LLC, the Administrative Agent for the
Prepetition Lenders and the Administrative Agent for the DIP
Lenders, is represented by:
Roger Schwartz, Esq.
Pete Montori, Esq.
Robert Nussbaum, Esq.
King & Spalding LLP
1185 Avenue of the Americas, 34th Floor
New York, NY 10036
E-mail: rschwartz@kslaw.com
PMontoni@kslaw.com
rnussbaum@kslaw.com
DGS REALTY: Files Amendment to Disclosure Statement
---------------------------------------------------
DGS Realty, LLC submitted a First Amended Disclosure Statement
pertaining to First Amended Plan of Reorganization.
The Debtor owns a three and one half acre parcel of land with three
buildings on the property, known as 74 Regional Drive, Concord, New
Hampshire. There is an additional parcel of land which is an
unbuildable parcel of land, a gully, which abuts the larger
property, known as 72 Regional Drive, Concord, New Hampshire.
This Disclosure Statement under Chapter 11 of the Code proposes to
address claims of creditors and the proposed sale of the Debtor's
real estate. The Plan provides for 2 classes of secured claims, 1
class of unsecured claims and one class of taxes. Class 5 unsecured
holders will receive payment in full within 30 days of
confirmation.
The quarterly fees due the US Trustee (Class 1) will be paid in
accordance with 11 U.S.C. Section 1129(a)(12). The quarterly fees
due the US Trustee will be dependent upon the outcome of the sale
transaction and at a minimum will be estimated to be $250.00 For
this reason, the fee to be paid to the US Trustee in Class 1 states
TBD. The unsecured creditors (Class 5) will be paid in full within
30 days of confirmation.
The claims of the City of Concord (Class 2) and the claim of PHH
Mortgage (Class 3) and the claim of the SBA (Class 4) will be paid
at the time of the closing on the sale of Transformer Services,
Inc. (TSI) and the Debtor's real estate.
The date of the sale is unknown at this time; however, the Debtor
will continue to pay the monthly mortgage payment and tax escrow
payment to PHH pending the sale. The Debtor will start the monthly
payment of $376.00 to the SBA in February, 2023 and continue
pending the sale. The Debtor's projections in this plan are for 24
months to allow for the potential sale as outlined in this
disclosure statement.
The Debtor has filed a Motion to Employ Broker. Following a hearing
on the Motion to Employ Broker on November 30, 2022, the Court
granted the Debtor's Motion to Employ Everingham & Kerr, Inc. and
one of its partners Joseph A. Vanore, Jr. as broker to market and
sell the Debtor's real estate and the business of the tenant TSI.
Both the business TSI and the Debtor's real estate will be sold as
a package in order to generate sufficient sale proceeds to satisfy
the PHH mortgage balance owed.
The Order approving employment of Everingham & Kerr provides that
any sale of the Debtor's property shall be subject to approval by
this Court, after notice and hearing under the applicable
provisions of the Bankruptcy Code and Bankruptcy Rules or through
confirmation of a Plan of Reorganization. The Debtor (by and
through Counsel) shall provide U.S. Bank National Trust
Association, as Trustee for Lehman Brothers Small Balance
Commercial Mortgage Pass-Through Certificates, Series 2006-3 ("U.S.
Bank") (by and through its counsel and/or loan servicer) with
monthly periodic updates concerning any offers made relative to a
sale of the Debtor's real estate – whether or not such offer(s)
has/have been accepted.
U.S. Bank reserved assented to employment of the broker, but
reserved the right to object to any motion to approve filed by the
Debtor to sell the Debtor's real estate, thus effecting its
mortgage claim. In the event the broker is successful in obtaining
a buyer, the broker will be paid a success fee of $100,000.00 by
TSI. The Debtor shall not be responsible for the payment of a
success fee or any portion thereof. The payment of any compensation
or commission by the Debtor shall be sought by way of a separate
motion and shall be subject to approval by the Court after notice
and a hearing.
In the event the broker is successful in obtaining a buyer, the
Debtor anticipates requesting compensation to the broker in an
amount equal to 3% of the portion of the purchase price that is
attributable to the Debtor's real estate. The Debtor shall not be
responsible for the payment of any commission or compensation
attributable to the sale of TSI's business. The Debtor shall not be
responsible for any other costs or expenses or fees associated with
the sale transaction.
Like in the prior iteration of the Plan, Unsecured Claims are those
claims of the general unsecured creditors, totaling approximately
$437.50. The Debtor anticipates paying these unsecured creditors in
full as they are utility payments to creditors. The Debtor
anticipates paying these unsecured creditors within 30 days after
confirmation.
Upon confirmation, the monthly rent payable to the Debtor will
remain at $10,000.00 a month. In the event confirmation occurs
after February 1, 2023, the monthly rent payable to the Debtor will
increase to $10,376.00. The increase in rent from TSI to the Debtor
is due to the commencement of repayment of the SBA loan effective
February 1, 2023.
Until the TSI business and the Debtor's real estate are sold, the
Debtor will continue to pay PHH its monthly mortgage payment and
tax escrow and will continue to pay the SBA monthly loan payment of
$376.00 starting February 1, 2023. The Debtor is seeking obtained
authority from the Court to employ Everingham & Kerr, Inc. as the
broker to sell the real estate and the business TSI which will
allow the Debtor to pay the PHH mortgage in full and the real
estate taxes in full from the sale proceeds. This is the Debtor's
plan.
A full-text copy of the First Amended Disclosure Statement dated
February 2, 2023 is available at https://bit.ly/3lavvKY from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Eleanor Wm. Dahar, Esq.
VICTOR W. DAHAR, P.A.
20 Merrimack Street
Manchester, NH 03101
Tel: (603) 622-6595
About DGS Realty
Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate
limited liability company. Formed around May 10, 2017, the company
is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory
A. Booth, each having a 1/3 interest.
DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No.
22-10028) on January 24, 2022. In the petition signed by David H.
Booth, the manager, the Debtor estimated assets and debts between
$1 million and $10 million.
Judge Bruce A. Harwood oversees the case.
Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at
Victor W. Dahar Professional Association.
ENSIGN DRILLING: Moody's Alters Outlook on 'Caa1' CFR to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed Ensign Drilling Inc.'s rating,
including the Caa1 Corporate Family Rating, Caa1-PD Probability of
Default Rating and the Caa2 senior unsecured rating. The outlook
was changed to stable from positive. The speculative grade
liquidity (SGL) rating remains SGL-4 (weak).
"The change in outlook to stable from positive reflects increasing
near-term refinancing risk," said Whitney Leavens, Moody's analyst.
"Improving metrics underpinned by favorable industry fundamentals
will support refinancing efforts, but Ensign has a short runway to
address upcoming maturities with its entire capital structure
becoming current in April 2023," she added.
Affirmations:
Issuer: Ensign Drilling Inc.
Corporate Family Rating, Affirmed Caa1
Probability of Default Rating, Affirmed Caa1-PD
Senior Unsecured Regular Bond/Debenture,
Affirmed Caa2 (LGD5)
Outlook Actions:
Issuer: Ensign Drilling Inc.
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
Ensign's Caa1 CFR is challenged by: (1) weak liquidity and
increasing refinancing risk; (2) a track record of aggressive
financial policies; and (3) exposure to the inherently cyclical
land drilling market. The company is supported by: (1) improving
credit metrics through 2023 supported by strong drilling activity
and day rates; (2) broad geographic diversification across multiple
basins in North America and internationally with multiple rigs in
Australia, the Middle East and Latin America; and (3) a good
quality drilling rig fleet.
Ensign's liquidity is weak (SGL-4), reflecting elevated refinancing
risks. The company has about C$880 million drawn under its C$900
million revolving credit facility expiring October 2023. If Ensign
refinances its unsecured notes due April 2024, the revolver expiry
will automatically extend to November 2024. Sources of liquidity
are limited to Moody's estimate of $50 million of cash at year end
2022 and Moody's expectation for positive free cash flow of over
$150 million in 2023. Moody's expects Ensign to remain comfortably
in compliance with its financial covenants over the next four
quarters. Alternative sources of liquidity are limited given assets
are largely encumbered.
Ensign's governance issuer profile score (IPS) is very highly
negative (G-4). Governance risks are tied to the company's
aggressive financial policies, including a history of tight
liquidity management elevating refinancing risks, high leverage and
discounted debt repurchases classified by Moody's as distressed
exchanges. Other governance considerations include the company's
moderately concentrated ownership.
Ensign's senior unsecured notes are rated Caa2, one notch below the
Caa1 CFR, reflecting the C$900 million revolving credit facility
ranking ahead of the unsecured notes in the capital structure.
The stable outlook reflects improving metrics supported by
favorable industry fundamentals and Moody's expectation that the
company will refinance its near term debt maturities although the
risk is increasing.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if refinancing risks resolve and
liquidity improves while generating stable EBITDA and positive free
cash flow.
The ratings could be downgraded if Moody's believes the company
will be unable to refinance its debt, or the risk of a distressed
exchange or debt restructuring is increasing.
Ensign Energy Services Inc. is a public Calgary, Alberta-based
provider of land drilling rigs and well servicing.
The principal methodology used in these ratings was Oilfield
Services published in January 2023.
FB DEBT FINANCING: Gets OK to Hire Kroll as Claims Agent
--------------------------------------------------------
FB Debt Financing Guarantor, LLC and its affiliates received
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Kroll Restructuring Administration, LLC as their
claims, noticing and solicitation agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Debtors' Chapter 11 cases.
The firm requested a retainer in the amount of $50,000.
As disclosed in court filings, Kroll is a "disinterested person"
within the meaning of 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
Phone: +1 212 593 1000
About FB Debt Financing Guarantor
FB Debt Financing Guarantor, LLC, formerly known as Morphe Debt
Financing Guarantor, LLC, is a builder of beauty brands anchored in
innovative and high-quality products, marketing and operations. Its
multi-branded and multi-category portfolio includes Morphe, Morphe
2, Jaclyn Cosmetics, and Born Dreamer. The company's products are
sold through top beauty retailers worldwide, including Ulta Beauty,
Sephora, Mecca, Douglas, Selfridges, and Target.
FB Debt and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10025) on
Jan 11, 2023.
In the petition signed by their chief restructuring officer,
Stephen Marotta, the Debtors disclosed $500 million to $1 billion
in both assets and liabilities.
The Debtors tapped Ropes & Gray, LLP as general bankruptcy counsel;
Bayard, P.A. as Delaware counsel; Configure Partners, LLC as
investment banker; and Ankura Consulting Group, LLC as
restructuring advisor. Kroll Restructuring Administration, LLC is
the Debtors' claims, noticing and solicitation agent and
administrative advisor.
FENIX GROUP: Gets OK to Hire Guidant Law as Bankruptcy Counsel
--------------------------------------------------------------
Fenix Group, LLC received approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Guidant Law, PLC as its
bankruptcy counsel.
The firm's services include:
(a) advising the Debtor with respect to all legal matters in
connection with the continued operation of its business;
(b) advising the Debtor whether to reject executory contracts
or not;
(c) making new contracts;
(d) preparing pleadings;
(e) developing the relationship of the status of the Debtor to
the claims of creditors;
(f) advising the Debtor of its rights, duties and obligations
in its Chapter 11 case;
(g) taking all necessary action incident to the proper
preservation and administration of the bankruptcy estate; and
(h) advising the Debtor in the formulation and presentation of
a plan of reorganization pursuant to Chapter 11 of the Bankruptcy
Code.
Guidant Law will be paid at these rates:
Gary Michael Smith, Attorney $395 per hour
J. Phillip Glassrock, Attorney $400 per hour
Sam Saks, Attorney $385 per hour
D. Lamar Hawkins, Attorney $465 per hour
Scott T. Jensen, Attorney $425 per hour
Shat M. Brown, Of Counsel $425 per hour
Eric Faas, Associate Attorney $375 per hour
JoAnn Falgout, Associate Attorney $350 per hour
Senior Paralegal $150 per hour
Paralegal $125 per hour
Clerk 1 $100 per hour
Clerk 2 $90 per hour
Clerk 3 $80 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The retainer fee is $10,000.
As disclosed in court filings, Guidant Law is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
D. Lamar Hawkins, Esq.
JoAnn Falgout, Esq.
Guidant Law PLC
402 E. Southern Ave.
Tempe, AZ 85282
Telephone: (602) 888-9229
Facsimile: (480) 725-0087
Email: lamar@guidant.law
joann.falgout@guidant.law
About Fenix Group
Fenix Group, LLC provides services to children and adults with
developmental disabilities. This includes a day program (two
locations), group supported employment, transportation, after
school and summer programs for children, and adult development
homes programs. They are funded through the State of Arizona
Division of Development Disabilities.
Fenix Group sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00155) on Jan. 11,
2023, with up to $50,000 in assets and up to $500,000 in
liabilities. Ron Tilley, a Fenix Group member and manager, signed
the petition.
Judge Madeleine C. Wanslee oversees the case.
D. Lamar Hawkins, Esq., at Guidant Law, PLC represents the Debtor
as legal counsel.
FTX TRADING: Alameda Seeks to Claw Back $446 Million from Voyager
-----------------------------------------------------------------
FTX Trading affiliate Alameda Research Ltd. commenced an adversary
proceeding against Voyager Digital, LLC, and HTC Trading, Inc.
This adversary proceeding, which was commenced Jan. 30, 2023, seeks
to avoid and recover from Voyager, or from any other person or
entity for whose benefit the transfers were made, all transfers of
property of the Debtor during the 90-day period prior to
commencement of the FTX bankruptcy cases, and after the
commencement of the Voyager Chapter 11 cases.
Counsel Kimberly A. Brown of LANDIS RATH & COBB LLP explains that
the collapse of Alameda and its affiliates amid allegations that
Alameda was secretly borrowing billions of FTX-exchange assets is
widely known. Largely lost in the (justified) attention paid to
the alleged misconduct of Alameda and its now-indicted former
leadership has been the role played by Voyager and other
cryptocurrency "lenders" who funded Alameda and fueled that alleged
misconduct, either knowingly or recklessly. Voyager's business
model was that of a feeder fund. It solicited retail investors and
invested their money with little or no due diligence in
cryptocurrency investment funds like Alameda and Three Arrows
Capital. To that end, Voyager lent Alameda hundreds of millions of
dollars' worth of cryptocurrency in 2021 and 2022.
Following the commencement of its chapter 11 cases, Voyager
demanded repayment of all of its outstanding loans to Alameda,
including, in some instances, prior to stated maturity dates.
Voyager was repaid in full.
This Adversary Proceeding seeks to recover those funds
preferentially transferred to Voyager prior to the Alameda Petition
Date for the benefit of Alameda's creditors. The transfers were
made after the commencement of the Voyager Chapter 11 Cases and are
therefore recoverable by Alameda on an administrative priority
basis pursuant to Sections 503 and 507 of the Bankruptcy Code.
Alameda's counsel, Kimberly Brown, asserts that because this
Complaint asserts claims against Voyager that arose after the
commencement of the Voyager Chapter 11 Cases, the automatic stay
under Section 362 of the Bankruptcy Code in the Voyager Chapter 11
Cases does not apply to or bar this action.
Alameda has reviewed the transfers made to Voyager and has
determined that the transfers in the aggregate amount of no less
than approximately $445.8 million are avoidable under Section 547
of the Bankruptcy Code, and must be returned on an administrative
priority basis.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
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.
FTX TRADING: Public Disclosure of SBF's Bail Guarantors Okayed
--------------------------------------------------------------
Ava Benny-Morrison of Bloomberg Law reports that a federal judge
ruled that the public can know the identities of those who signed
Sam Bankman-Fried's bond.
US District Judge Lewis Kaplan put his order on hold until February
7, 2023 to allow for an appeal. If a notice of appeal is filed
before then, the hold can be extended another week to allow for a
request to the higher court to stay the order further, the judge
said.
Bankman-Fried was released from federal custody in December 2022
after putting up a $250 million bail package, which included two
people signing on as sureties but who weren't identified.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FUSE GROUP: Sells $50K Promissory Note to Liu Marketing
-------------------------------------------------------
Fuse Group Holding Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission it entered into a Convertible
Promissory Notes Purchase Agreement with Liu Marketing (M) Sdn.
Bhd., a company organized under the laws of Malaysia.
Pursuant to the Agreement, the Company sold a Convertible
Promissory Note to Liu Marketing with a principal amount of
$50,000. The Note bears interest at the rate of 3% per annum,
which are payable on January 30 of 2024 and 2025. The Note will
mature on the date that is 24 months from the date that the
purchase price of the Note is paid to the Company. Any outstanding
principal and interest on the Note may be converted to the shares
of common stock of the Company at the holder's option at a
conversion price of $0.45 per share at any time until the total
outstanding balance of the Note is paid. The Note was sold to Liu
Marketing pursuant to an exemption from registration under
Regulation S, promulgated under the Securities Act of 1933, as
amended.
About Fuse Group
Headquartered in Arcadia, CA, Fuse Group Holding Inc. currently
explores opportunities in mining. On Dec. 6, 2016, the Company
incorporated Fuse Processing, Inc. in the State of California.
Processing seeks business opportunities in mining and is currently
investigating potential mining targets in Asia and North America.
Fuse Group is the sole shareholder of Processing.
Fuse Group reported a net loss of $444,492 for the year ended Sept.
30, 2022, compared to a net loss of $1.02 million for the year
ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had
$106,125 in total assets, $525,847 in total liabilities, and a
total stockholders' deficit of $419,722.
Diamond Bar, California-based KCCW Accountancy Corp., the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated Dec. 28, 2022, citing that as of Sept. 30, 2022, the
Company had recurring losses from operations, an accumulated
deficit, and a negative cash flows from operating activities. As
such there is substantial doubt about its ability to continue as a
going concern.
GAUCHO GROUP: Agrees to Reduce Notes Conversion Price
-----------------------------------------------------
As previously reported on its Current Report on Form 8-K filed on
Nov. 8, 2021, Gaucho Group Holdings, Inc. entered into that
Securities Purchase Agreement, dated as of Nov. 3, 2021, with
certain investors under which the Company issued to the investors
certain senior secured convertible notes.
On Feb. 2, 2023, the Company and the investors entered into a
fourth letter agreement pursuant to which the parties agreed to
reduce the Conversion Price of the Notes to the lower of: (i) the
Closing Sale Price on the Trading Day immediately preceding the
Conversion Date; and (ii) the average Closing Sale Price of the
common stock for the five Trading Days immediately preceding the
Conversion Date, beginning on the Trading Day of Feb. 3, 2023. Any
conversion which occurs shall be voluntary at the election of the
Holder.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its
wholly-owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort. In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Gaucho Group reported a net loss of $2.39 million for the year
ended Dec. 31, 2021, a net loss of $5.78 million for the year ended
Dec. 31, 2020, and a net loss of $6.96 million for the year ended
Dec. 31, 2019. As of Sept. 30, 2022, the Company had $25.39
million in total assets, $6.86 million in total liabilities, and
$18.53 million in total stockholders' equity.
GIRARDI & KEESE: Trustee in Pact w/ Abir to Release Fire Suit Money
-------------------------------------------------------------------
Joyce E. Cutler of Bloomberg Law reports that the trustee for
bankrupt Girardi Keese has made a pact with another firm to set
aside more than $62,000 in disputed legal fees, clearing the way to
release nearly $270,000 in settlement funds to a couple who's son
was killed in a massive fire.
Trustee Elissa Miller's accord with the firm of Abir, Cohen,
Treyzon & Salo LLP comes one week after the firm known as ACTS was
relieved as special counsel to continue handling litigation over
the 2016 blaze that killed the son of Gene and Colleen McCarty, by
the trustee of attorney Thomas Girardi's personal bankruptcy
estate.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese.
It served clients in California in a variety of legal areas. It
was known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
Telephone: (310) 640-1200
HANESBRANDS INC: Moody's Cuts CFR to 'Ba3', Outlook Remains Neg.
----------------------------------------------------------------
Moody's Investors Service downgraded Hanesbrands Inc.'s corporate
family rating to Ba3 from Ba2, probability of default rating to
Ba3-PD from Ba2-PD, senior unsecured rating to B1 from Ba3 and the
Hanesbrands Finance Luxembourg S.C.A entity's ("HF Lux") senior
unsecured rating to Ba3 from Ba2. The speculative grade liquidity
rating (SGL) remains SGL-3. The outlook remains negative.
At the same time, Moody's assigned Ba2 ratings to the company's
proposed $750 million senior secured term loan B ("TLB'), the
existing $1.0 billion revolving credit facility and existing $975
million senior secured term loan A. Proceeds from the proposed $750
million term loan B will be used to refinance, in part,
indebtedness under Hanesbrands' existing $1.43 billion
(FX-adjusted) of senior unsecured bonds that mature in 2Q'2024.
The downgrade of the CFR to Ba3 reflects Moody's expectation that
Hanesbrands' earnings will remain constrained in 2023 following a
weak fiscal 2022. Hanesbrands has suffered from an industrywide
pullback in inventory purchases from large retailers, a dynamic
which is exacerbated by the company's material customer
concentration. For fiscal year ended 2022, Hanesbrands' revenue
declined 8% and operating income was down approximately 35%. These
factors have led Moody's adjusted debt/EBITDA to increase to 5.4x
for the year-ended Dec 31, 2022 from 3.3x a year earlier while
Moody's EBITA/interest has also reduced to 3.3x from 5.0x over the
same time period. Amidst this challenging operating environment,
the company is also contending with materially higher interest
rates as it looks to refinance approximately $1.43 billion that
matures in 2Q'2024 which will further weaken interest coverage.
The current weak operating environment is anticipated to run
through 2023 as retailers still contend with consumer demand
softness and further inventory de-stocking. Moody's anticipates
leverage and coverage to deteriorate through 1H'23 with leverage
potentially peaking as high as approximately 7.0x by 2Q'23.
However, earnings are expected to improve in 2H'23 as the company
benefits from lower cost inventory and a normalization in demand.
This should lead to Moody's adjusted leverage to be slightly above
5.0x and EBITA/Interest to be just below 2.0x by year-end 2023.
Downgrades:
Issuer: Hanesbrands Inc.
Corporate Family Rating, Downgraded to Ba3 from Ba2
Probability of Default Rating, Downgraded to Ba3-PD
from Ba2-PD
Senior Unsecured Global Notes, Downgraded to B1 (LGD5)
from Ba3 (LGD4)
Issuer: Hanesbrands Finance Luxembourg S.C.A
Senior Unsecured Global Bonds, Downgraded to Ba3 (LGD4)
from Ba2 (LGD4)
Assignments:
Issuer: Hanesbrands Inc.
Senior Secured Term Loan A, Assigned Ba2 (LGD2)
Senior Secured Term Loan B, Assigned Ba2 (LGD2)
Senior Secured Multi Currency Revolving Credit
Facility, Assigned Ba2 (LGD2)
Outlook Actions:
Issuer: Hanesbrands Inc.
Outlook, Remains Negative
Issuer: Hanesbrands Finance Luxembourg S.C.A
Outlook, Remains Negative
RATINGS RATIONALE
Hanesbrands' Ba3 CFR reflects the company's significant scale in
the global apparel industry, its well-known brands, leading share
in the innerwear product category and typically low-cost supply
chain. Moody's expect that the company will remain focused on
reducing leverage (stated long-term net leverage target is
2.0x-3.0x on reported EBITDA) while executing its multiyear growth
strategy (Full Potential Plan). The Ba3 also reflects the company's
adequate liquidity and sufficient covenant cushion following a
recent amendment. Additionally, management has taken
creditor-friendly steps such as halting dividends and reducing
capital expenditures which will bolster free cash flow and
liquidity.
The negative outlook reflects Moody's view that conditions will
remain challenging for Hanesbrands through 1H'23. The negative
outlook also reflects the risks associated with a highly uncertain
consumer spending environment that may temper or delay the very
significant earnings recovery that is required starting in 2H'23
through 2024 for leverage and coverage metrics to improve to levels
that are appropriate for the Ba3 corporate family rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded following a sustained improvement in
operating performance and credit metrics, a successful refinance of
the 2Q'24 bond maturities and the maintenance of good liquidity
with adequate covenant cushion. Quantitatively, ratings could be
upgraded if Moody's-adjusted debt/EBITDA is maintained below 4.5x
and EBITA/Interest is maintained above 2.75x.
Ratings could be downgraded should the company fail to reverse its
current negative cash flow or should liquidity deteriorate further
including the inability to fully refinance the 2Q'24 bond
maturities at rates that facilitate sufficient interest coverage
ahead of these liabilities becoming current. Ratings could also be
downgraded should operating performance remain pressured resulting
in Moody's-adjusted debt/EBITDA sustained above 5.5x and
EBITA/Interest sustained below 2.0x.
Headquartered in Winston-Salem, NC, Hanesbrands Inc. is a
manufacturer and distributor of basic apparel products under brands
that include Hanes, Champion, Maidenform, Bali, Bonds and Playtex.
Revenue is about $6.2 billion for the twelve months ending Dec 31,
2022.
The principal methodology used in these ratings was Apparel
published in June 2021.
ILLINOIS VALLEY: Unsecureds Will Get 12.9% of Claims in 3 Years
---------------------------------------------------------------
Illinois Valley Cellular RSA 2-I, LLC et al., filed with the U.S.
Bankruptcy Court for the Northern District of Illinois a Subchapter
V Plan of Reorganization dated January 31, 2023.
The Debtors operate a wireless telecommunications business
providing wireless voice, data, and messaging services to customers
in a single Rural Service Area ("RSA") in north central Illinois,
southwest of Chicago.
On October 27, 2022, IVC Acquisition purchased 100% of the
membership interests in the Debtors, which were insolvent at the
time of the acquisition. IVC Acquisition is owned by CLC. IVC
Acquisition made the purchase with the intent to restructure the
Debtors, including making certain capital investments in the
Debtors through a chapter 11 restructuring process. Contemporaneous
with the purchase of the Debtors, CLC made the CLC Loan to the
entities in the amount of $770,390.54, which was used to pay off
the Debtors' senior secured bank debt. The CLC Loan is secured by
substantially all the Debtor's assets.
On October 28, 2022, the day after IVC Acquisition purchased the
Debtors, the Debtors filed the Bankruptcy Cases. The Debtors have
been operating their businesses and manage their properties as
debtors-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.
The Debtors project that they will have $613,191 in disposable
income (the "Projected Disposable Income") from operations earned
over a three-year period following confirmation of this Plan.
Pursuant to the Plan, the Debtors will substantive consolidate
their businesses and make three annual installment payments to
creditors in the amount of the Projected Disposable Income. The
Debtors estimate that this will result in an approximate 12.9%
payment of general unsecured claims.
Class 1 consists of the CLC Secured Claim. The Debtors estimate
that the Claim in this class totals $637,057.00 secured by
substantially all of the assets of both Debtors as of the date of
this Plan. The Debtors will not make payments to CLC under the CLC
Loan until after Allowed general unsecured claims have been paid.
CLC has agreed to extend the maturity date of the CLC Loan from
January 1, 2025 to October 1, 2027.
Class 2 consists of Allowed Priority Claims. Allowed Class 2
Priority Claims against the Debtors shall be paid in full in from
the Contributed Cash Proceeds from Operations, beginning on the
later of: (i) the dates of the distributions of the Contributed
Proceeds from Operations until such Allowed Priority Claims are
paid in full; (ii) 30 days after such Claims become Allowed
Priority Claims; and (iii) such other time as may be agreed to in
writing between the Debtors and the holders of the Allowed Priority
Claims.
Class 3 consists of Allowed General Unsecured Claims. Allowed Class
3 General Unsecured Claims against the Debtors will be paid their
Pro-Rata share of the portion of $613,191 in Cash from the proceeds
of the Debtors' post-confirmation operations (the "Contributed
Proceeds from Operations") which remains after the Class 2 Claims
are satisfied. The dates of distributions from the Contributed
Proceeds from Operations shall be as follows: (i) $204,397 on or
before 12 months after the Effective Date; (ii) $204,397 on or
before 24 months after the Effective Date; (iii) $204,379 on or
before 36 months after the Effective Date (the "Distribution
Schedule").
Class 4 consists of Intercompany Claims. Allowed Class 4
Intercompany Claims include Claims of the Debtors against each
other. All Intercompany Claims are discharged and satisfied by
virtue of the substantive consolidation of the Debtors pursuant to
the Substantive Consolidation Order.
Class 5 Claims consist of the equity security interests of IVC
Acquisition in the Debtors. IVC Acquisition will retain its
ownership of the membership interests in the Debtor.
The Plan will be funded by the disposable income from the Debtors'
business operations.
A full-text copy of the Subchapter V Plan dated January 31, 2023 is
available at https://bit.ly/3RG5Aa8 from PacerMonitor.com at no
charge.
Debtor's Counsel: Shelly A. DeRousse, Esq.
FREEBORN & PETERS LLP
311 South Wacker Drive, Suite 3000
Chicago, IL 60606
Tel: 312-360-6000
Fax: 312-360-6520
Email: sderousse@freeborn.com
About Illinois Valley
Illinois Valley Cellular RSA 2-I, LLC is a locally owned and
operated wireless service provider. The Debtor filed Chapter 11
Petition (Bankr. N.D. Ill. Case No. 22-12537) on October 28, 2022.
Hon. Timothy A. Barnes oversees the case. Shelly A. DeRousse, Esq.
of FREEBORN & PETERS LLP is the Debtor's Counsel.
In the petition signed by Jonathan D. Foxman, president of IVC
Acquistion, LLC, the Debtor disclosed $500,000 to $1 million in
assets and $1 million to $10 million in liabilities.
INDEPENDENT PET: Seeks $27MM MM DIP Loan From Acquiom
-----------------------------------------------------
Independent Pet Partners Holdings, LLC and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
authority to use cash collateral and obtain postpetition
financing.
Members of the Debtors' pre-bankruptcy lending syndicate have
committed to provide New Money Loans in an aggregate principal
amount not to exceed $9.557 million, consisting of:
(1) upon entry of the Interim Order, the Initial New Money
Draw in an aggregate principal amount of up to $5.263 million
representing the Interim "New Money DIP Loans; and
(2) upon entry of the Final Order, an additional draw in an
aggregate principal amount that will not, when combined with all
Interim New Money DIP Loans advanced prior to such date, exceed
$9.557 million in aggregate principal amount, representing the
Final New Money DIP Loans.
Certain prepetition loan obligations will be rolled up into the DIP
facility. Specifically, a superpriority term loan facility in the
principal amount of up to $17.700 million, of which (x) $5.263
million will be deemed funded on the date of the Interim Draw, and
(y) an additional $12.437 million will be deemed funded, subject to
the entry of and the terms of the Final Order.
Acquiom Agency Services, LLC serves as administrative and
collateral agent under the DIP Facility. CION Investment
Corporation, Main Street Capital Corporation, MCS Income Fund,
Inc., Newstone Capital Partners III, L.P, Newstone Capital Partners
III-A, L.P. and Newstone Capital Partners III-B, L.P. are the DIP
Lenders.
The Maturity Date is April 16, 2023.
The Debtors have faced a number of challenges, some resulting from
external factors outside their control and others more specific to
their operations. In late 2022, the Debtors identified a need for
additional liquidity to attempt to address those factors. Certain
of the Debtors' Prepetition Secured Parties worked cooperatively
with the Debtors, agreeing to provide $2.67 million in net
incremental liquidity under a Priming Facility in November 2022.
Despite this liquidity injection, the Debtors experienced continued
financial distress, and it became clear that a restructuring
through these chapter 11 cases would be necessary to shed
unprofitable operations and preserve as much of the business as
possible as a going concern.
The Debtors then began intensive negotiations with their
Prepetition Lender Group, resulting in: (i) a January 25, 2023
amendment to the Priming Facility, under which the Prepetition
Lender Group provided additional net liquidity of $5 million to
"bridge" to a chapter 11 filing, and (ii) a commitment by the
members of the Prepetition Lender Group to provide a new senior
secured superpriority debtor-in-possession term loan credit
facility, which will permit the Debtors to fund the Chapter 11
Cases and pursue a full, fair, and transparent sale process in
accordance with the Debtors' proposed bidding procedures for the
benefit of all stakeholders, followed, in the event of a successful
Sale Process, by a chapter 11 plan process.
In parallel with the DIP Facility, the Debtors and the Prepetition
Lender Group negotiated and entered into the Asset Purchase
Agreement by and among the Debtors and IPP Buyer Acquisition, LLC
dated February 5, 2023. Under the Stalking Horse Agreement, the
members of the Prepetition Lender Group will credit bid their DIP
Loans and certain of their prepetition debt, subject to higher and
better offers, to purchase a reduced going-concern footprint of the
Debtors' stores and banners.
As of the Petition Date, the Debtors 'prepetition capital structure
includes funded debt with an aggregate outstanding balance of
approximately $111.442 million.
The Debtors (other than Independent Pet Partners Holdings, LLC, and
Independent Pet Partners Intermediate Holdings I, LLC) are obligors
(the Debtor Prepetition Loan Parties) under the ABL Facility and
the DDTL Facility, both executed at the Debtors' inception as part
of the initial capitalization of the company, and the Priming
Facility, executed in November 2022, and subsequently amended and
upsized in January 2023, to provide the Debtors "bridge" liquidity
prior to these Chapter 11 Cases.
Pursuant to the intercreditor arrangements in connection with the
ABL Facility and the DDTL Facility, in general, the ABL Secured
Parties prime the DDTL Secured Parties with respect liens on
working capital assets (including inventory and receivables), while
the DDTL Secured Parties prime the ABL Secured Parties with respect
to liens on non-working capital assets. The ABL Secured Parties and
the DDTL Secured Parties consensually subordinated their liens and
claims to the Priming Secured Parties, which have senior liens on
all the Debtors' assets.
Significant overlap exists among the ABL Lenders, the DDTL Lenders,
and the Priming Lenders, and the DIP Lenders. The Prepetition
Lender Group and the DIP Lenders are subsidiaries or affiliates of
CION Investment Corporation, Main Street Capital Corporation, and
Newstone Capital Partners.
The Debtors are required to comply with these milestones:
(a) These Chapter 11 Cases will have been filed on February 5,
2023;
(b) The Debtors will have filed the Bid Procedures Motion on
or prior to the date that is one Business Day after the Petition
Date;
(c) The Bankruptcy Court will have entered the Interim DIP
Order on or prior to the date that is three Business Days after the
Petition Date;
(d) The Bankruptcy Court will have entered the Bid Procedures
Order on or prior to February 24, which is 19 days after the
Petition Date;
(e) The Debtors will have filed a motion for entry of the
Store Closing Sales on or prior to the date that is one Business
Day after the Petition Date;
(f) The Bankruptcy Court will have entered the interim Store
Closing Sales Order on or prior to the date that is three Business
Days after the Petition Date;
(g) The Bankruptcy Court will have entered the final Store
Closing Sales Order on or prior to March 12, which is 35 days after
the Petition Date;
(h) The consummation of the Store Closing Sales will have
occurred in accordance with the Store Closing Sales Order on or
prior to March 7, which is 30 days after the Petition Date;
(i) The Bankruptcy Court will have entered the Final DIP Order
on or prior to March 12, which is 35 days after the Petition Date;
(j) The Bankruptcy Court will have entered a Sale Order on or
prior to April 1, which is 55 days after the Petition Date; and
(k) The consummation of a Sale will have occurred on or prior
to April 16, which is 70 days after the Petition Date.
As adequate protection, the Prepetition Secured Parties will be
granted additional and replacement, valid, binding, enforceable,
non-avoidable, and effective and automatically perfected
postpetition security interests in and liens.
As further adequate protection, the Adequate Protection Claims will
be allowed superpriority administrative expense claims in each of
the Chapter 11 Cases.
A copy of the motion is available at https://bit.ly/3DSoTY9 from
PacerMonitor.com.
About Independent Pet Partners Holdings, LLC
Independent Pet Partners Holdings, LLC and various affiliated
entities sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-10153) on February 5, 2023.
In the petition signed by Stephen Coulombe, co-chief restructuring
officer, the Debtor disclosed up to $500 million in both assets and
liabilities.
Independent Pet Partners offers a one-stop pet experience with
healthy, high-quality food products and treats and a range of pet
services, including grooming, self-wash, pet parent education, and
veterinary services. The Debtors also sell goods through their
e-commerce platform with each of the Debtors' banners having its
own standalone website. As of the Petition Date, the Debtors
operated under four unique regional banners: Chuck and Don's,
Kriser's Natural Pet, Loyal Companion, and Natural Pawz.
The Debtors tapped McDonald Hopkins, LLC as general counsel, Young
Conaway Stargatt and Taylor, LLP as co-counsel, Berkeley Research
Group, LLC as co-chief restructuring officer, Houlihan Lokey
Capital, Inc. as financial advisor and investment banker, and Omni
Agent Solutions as notice, claims, and balloting agent.
CION Investment Corporation; Main Street Capital Corporation; MCS
Income Fund, Inc.; Newstone Capital Partners III, L.P; Newstone
Capital Partners III-A, L.P.; and Newstone Capital Partners III-B,
L.P., as DIP Lenders and Prepetition Lenders, are represented by:
Shmuel Vasser, Esq.
Stephen Wolpert, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
E-mail: shmuel.vasser@dechert.com
stephen.wolpert@dechert.com
Co-counsel to the DIP Lenders and Prepetition Lenders:
Russell Silberglied, Esq.
Brendan Schlauch, Esq.
Richards, Layton & Finger, P.A.
P.O. Box 551
Wilmington, DE 19899
E-mail: silberglied@rlf.com
schlauch@rlf.com
Acquiom Agency Services, LLC, as administrative and collateral
agent under the DIP facility and as Prepetition ABL Agent, and
Prepetition Priming Agent, is represented by:
Alex Cota, Esq.
Daniel Ginsberg, Esq.
Paul Hastings, LLP
200 Park Avenue
New York, NY 10166
E-mail: alexcota@paulhastings.com
danielginsberg@paulhastings.com
Counsel to Wilmington Trust, National Association, as Prepetition
DDTL Agent:
Chad Pearlman, Esq.
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, NY 10019-9710
E-mail: Chad.Pearlman@arnoldporter.com
INDUSTRIAL SCREW: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Industrial Screw Conveyors, Inc.
4133 Conveyor Drive
Burleson, TX 76028
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: February 7, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-30228
Debtor's Counsel: John P. Lewis, Jr., Esq.
HAYWARD PLLC
10501 N. Central Expressway
Suite 106
Dallas, TX 75231
Tel: 972-755-7100
Email: jplewis@haywardfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by William A. Hartley as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XRCEXVA/Industrial_Screw_Conveyors_Inc__txnbke-23-30228__0001.0.pdf?mcid=tGE4TAMA
INTERNATIONAL MARKETPLACE: Claims to be Paid from Earnings
----------------------------------------------------------
International Marketplace, Inc., filed with the U.S. Bankruptcy
Court for the District of Utah a Plan of Reorganization for Small
Business.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately cents on the dollar. This Plan also provides for
the payment of administrative and priority claims.
Class 1 consists of all allowed claims entitled to priority. Class
1 is unimpaired by this Plan, and each holder of a Class 1 Priority
Claim will be paid in full pursuant to the attached Payment
Schedule which amount shall be listed in the proof of claim, unless
objected to by Debtor in which case the amount shall be allowed by
a final non-appealable order.
Class 2(a) consists of the claim of Cook Builders, Inc. (Claim 8),
to the extent allowed as a secured claim. Class 2(a) is unimpaired
by this Plan. Claim will be paid in full pursuant to the Payment
Schedule which amount shall be the listed in the proof of claim,
unless such claim is disputed in which case the amount shall be set
by a final non-appealable order.
Class 2(b) consists of the claim of Secured claim of Clowder L.L.C.
(Claim 10), to the extent allowed as a secured claim. Class 2(b) is
unimpaired by this Plan. Claim will be paid in full pursuant to the
Payment Schedule which amount shall be the listed in the proof of
claim, unless such claim is disputed in which case the amount shall
be set by a final non-appealable order.
Class 2(c) consists of the claim of Uintah Refrigeration &
Electrical, L.L.C. (Claim 9), to the extent allowed as a secured
claim. Class 2(c) is unimpaired by this Plan. Claim will be paid in
full pursuant to the Payment Schedule which amount shall be the
listed in the proof of claim, unless such claim is disputed in
which case the amount shall be set by a final non-appealable
order.
Class 2(d) consists of the claim of GDC Boise Citadel TIC, LLC, to
the extent allowed as a secured claim. d Class 2(d) is unimpaired
by this Plan. Claim will be paid full pursuant to the Payment
Schedule which amount shall be the listed in the proof of claim,
unless such claim is disputed in which case the amount shall be set
by a final non-appealable order.
Class 2(e) consists of the claim of Utah State Tax Commission to
the extent allowed as a secured claim. Class 2(e) is unimpaired by
this Plan. Claim will be paid in full pursuant to the attached
Payment Schedule which amount shall be the listed in the proof of
claim, unless such claim is disputed in which case the amount shall
be set by a final non-appealable order.
Class 3(a) consists of Unsecured claim for lease arrears held by
Clowder L.L.C. and GDC Boise Citadel LLC. Class 3(a) is impaired
and will be paid pursuant to the Payment Schedule.
Class 3(b) consists of all non-priority unsecured claims. This
Class is unimpaired.
Debtor shall fund payments to all classes of claims by segregating
post-petition earnings in a fund sufficient to make payment to the
classes as proposed.
Debtor believes the entity as a going to concern to be valued at
approximately $1,600,000.00 to $2,200,000.00; Debtor plans to
market the business as an entity for sale within 6 months of the
effective date of the plan. Debtor is also in active negotiations
regarding post-petition financing.
A full-text copy of the Plan of Reorganization dated February 2,
2023 is available at https://bit.ly/3HIA9Yp from PacerMonitor.com
at no charge.
About International Marketplace
International Marketplace, Inc. filed Chapter 11 Petition (Bankr.
D. Utah Case No. 22-23972) on October 11, 2022. The Debtor is
represented by Steven M. Rogers, Esq. of ROGERS & RUSSELL. At the
time of filing, the Debtor disclosed $0 to $50,000 in assets and
$100,001 to $500,000 in liabilities.
INVACARE CORP: Claims to be Paid From Available Cash and New Equity
-------------------------------------------------------------------
Invacare Corporation and its Debtor Affiliates filed with the U.S.
Bankruptcy Court for the Southern District of Texas a Joint Chapter
11 Plan dated February 2, 2023.
The Plan groups the Debtors together solely for the purpose of
describing treatment under the Plan, Confirmation of the Plan and
making distributions in accordance with the Plan in respect of
Claims against and Interests in the Debtors under the Plan.
Such groupings shall not affect any Debtor's status as a separate
legal Person, change the organizational structure of the Debtors'
business enterprise, constitute a change of control of any Debtor
for any purpose, cause a merger or consolidation of any legal
Persons, or cause the transfer of any assets. Except as otherwise
provided by or permitted under the Plan, all Debtors shall continue
to exist as separate legal Persons after the Effective Date.
Class 5 consists of all Unsecured Notes Claims. Class 5 is Impaired
under the Plan. On the Effective Date, except to the extent that a
Holder of an Allowed Unsecured Notes Claim agrees in writing to
less favorable treatment, each Unsecured Notes Claim shall be
discharged and released, and each Holder of an Allowed Unsecured
Notes Claim shall receive, in full and final satisfaction,
settlement, release and discharge of and in exchange for each
Allowed Unsecured Notes Claim, its Pro Rata share of:
* the Unsecured Noteholder Rights, in accordance with the
Rights Offering Procedures; and
* with respect to any Residual Unsecured Notes Claims, its
share (on a Pro Rata basis with other Residual Unsecured Notes
Claims and Residual General Unsecured Claims) of 100% of the New
Common Equity (subject to dilution on account of the Exit Secured
Convertible Notes, the New Preferred Equity, the Backstop Equity
Premium, and the Management Incentive Plan).
Class 6 consists of all General Unsecured Claims. Class 6 is
Impaired under the Plan. On the Effective Date, except to the
extent that a Holder of an Allowed General Unsecured Claim agrees
in writing to less favorable treatment, each General Unsecured
Claim shall be discharged and released, and each Holder of an
Allowed General Unsecured Claim shall receive, in full and final
satisfaction, settlement, release and discharge of and in exchange
for each Allowed General Unsecured Claim, its Pro Rata share of the
General Unsecured Rights, in accordance with the Rights Offering
Procedures and (y) respect to any Residual General Unsecured
Claims, its share of 100% of the New Common Equity (subject to
dilution on account of the Exit Secured Convertible Notes, the New
Preferred Equity, the Backstop Equity Premium, and the Management
Incentive Plan).
Class 7 consists of all Intercompany Claims. Subject to the
Restructuring Transactions Memorandum, each Allowed Intercompany
Claim shall be Reinstated, distributed, contributed, set off,
settled, cancelled and released, or otherwise addressed at the
election of the Reorganized Debtors, with the reasonable consent of
the Consenting Term Loan Lender, the Consenting Secured Noteholder
and the Consenting Unsecured Noteholders, without any distribution.
Class 8 consists of all Intercompany Interests. Subject to the
Restructuring Transactions Memorandum, each Intercompany Interest
shall be Reinstated, distributed, contributed, set off, settled,
cancelled and released, or otherwise addressed at the election of
the Reorganized Debtors, with the reasonable consent of the
Consenting Term Loan Lender, the Consenting Secured Noteholder and
the Consenting Unsecured Noteholders, without any distribution.
Class 9 consists of all Existing Equity Interests. On the Effective
Date, and without the need for any further corporate or limited
liability company action or approval of any board of directors,
board of managers, members, shareholders or officers of any Debtor
or Reorganized Debtor, as applicable, all Existing Equity Interests
shall be discharged, cancelled, released, and extinguished without
any distribution, and will be of no further force or effect, and
each Holder of an Existing Equity Interest shall not receive or
retain any distribution, property, or other value on account of
such Existing Equity Interest.
Class 10 consists of all Section 510(b) Claims. On the Effective
Date, all Section 510(b) Claims shall be cancelled, released,
discharged, and extinguished as of the Effective Date and will be
of no further force or effect, and each Holder of a Section 510(b)
Claim shall not receive or retain any distribution, property, or
other value on account of its Section 510(b) Claim.
The Debtors shall fund distributions under the Plan with (a) the
issuance of the New Preferred Equity; (b) the issuance of the New
Common Equity; (c) the proceeds of the Rights Offering; (d) the
issuance of or borrowings under the Exit Facilities; and (e) Cash
on hand.
On the Effective Date, New Intermediate Holding Company is
authorized to issue or cause to be issued and shall, as provided
for in the Restructuring Transaction Memorandum, issue the New
Preferred Equity in accordance with the terms of this Plan, the
Rights Offering Procedures, and other Rights Offering Documents.
New Intermediate Holding Company shall be authorized without the
need for any further corporate or other action by the Debtors or
Reorganized Debtors or by Holders of any Claims or Interests to
issue the New Preferred Equity and consummate the transactions
contemplated in the Restructuring Transaction Memorandum in
accordance with the terms of this Plan, the Rights Offering
Procedures, and other Rights Offering Documents. The New Preferred
Equity shall be issued and distributed free and clear of all Liens,
Claims, and other Interests.
Pursuant to the Rights Offering Procedures, New Intermediate
Holding Company will offer and sell New Preferred Equity at an
aggregate purchase price equal to $60 million, with such New
Preferred Equity to consist of $60 million in New Money Preferred
Equity and $75 million of Exchangeable Preferred Equity and with
such Exchangeable Preferred Equity to be issued in exchange for
participating Eligible Holders' Pro Rata share of $75 million of
Unsecured Notes Claims and General Unsecured Claims, as provided in
the Rights Offering Documents. Eligible Holders shall, on account
of their Unsecured Notes Claims and General Unsecured Claims, as
applicable, have the right to purchase their allocated shares of
New Preferred Equity, as set forth in the Backstop Commitment
Agreement, the Rights Offering Procedures, and other Rights
Offering Documents, which such right shall be exercisable by
providing the Claims, Noticing, and Solicitation Agent a completed
Rights Offering Subscription Form no later than the Rights Offering
Subscription Deadline, or such other date that is after the
Confirmation Date as agreed between the Debtors and the Backstop
Parties.
A full-text copy of the Joint Plan dated February 2, 2023 is
available at https://bit.ly/3lmxTi1 from PacerMonitor.com at no
charge.
Proposed Co-Counsel to the Debtors:
Ryan Blaine Bennett, P.C.
Yusuf Salloum, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: ryan.bennett@kirkland.com
yusuf.salloum@kirkland.com
- and -
Erica D. Clark, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: erica.clark@kirkland.com
- and -
Shawn M. Riley, Esq.
David A. Agay, Esq.
Nicholas M. Miller, Esq.
Maria G. Carr, Esq.
McDONALD HOPKINS LLC
600 Superior Avenue, E., Suite 2100
Cleveland, OH 44114
Tel: (216) 348-5400
Fax: (216) 348-5474
E-mail: sriley@mcdonaldhopkins.com
dagay@mcdonaldhopkins.com
nmiller@mcdonaldhopkins.com
mcarr@mcdonaldhopkins.com
- and -
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
J. Machir Stull, Esq.
Victoria N. Argeroplos, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
E-mail: mcavenaugh@jw.com
jwertz@jw.com
mstull@jw.com
vargeroplos@jw.com
About Invacare Corporation
Invacare Corporation is engaged in the manufacturing of home
medical devices. It also provides clinical solutions for post-acute
care, rehab, homecare, and respiratory markets.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90068) on
January 31, 2023. In the petition signed by Kathleen Leneghan,
senior vice president and chief financial officer, the Debtor
disclosed up to $1 billion in both assets and liabilities.
The Debtors tapped Kirkland and Ellis, LLP and Kirkland and
International LLP as bankruptcy counsel, McDonald Hopkins, LLC as
bankruptcy co-counsel, Huron Consulting Group as restructuring
advisor, Miller Buckfire and Co. as financial advisor and
investment banker, and Epiq Corporate Restructuring, LLC, as
claims, noticing, and solicitation agent and administrative
advisor.
The DIP Term Loan Lenders led by Cantor Fitzgerald Securities, as
administrative agent, and GLAS Trust Corporation Limited, as
collateral agent, have retained Davis Polk & Wardwell LLP, Ducera
Partners, Porter Hedges LLP, Baker & McKenzie LLP, McDermott Will &
Emery LLP, Shipman & Goodwin LLP as advisors.
PNC Bank, National Association, and the ABL DIP Lenders, have
retained Blank Rome LLP, and B. Riley Advisory Services as
advisors.
INVACARE CORP: Davis Polk Advises Highbridge in Restructuring
-------------------------------------------------------------
Davis Polk is advising Highbridge Capital Management, LLC and its
affiliates, the sole lender under Invacare Corporation's $104.5
million secured term loan credit facility and the sole holder of
$41.5 million of 5.68% convertible senior secured notes due 2026
issued by Invacare, in connection with Invacare's chapter 11
restructuring. On January 31, 2023, Invacare filed voluntary
chapter 11 petitions in the United States Bankruptcy Court for the
Southern District of Texas, after entering into a restructuring
support agreement (RSA) dated January 31, 2023, with Highbridge,
certain holders of 5.00% convertible senior unsecured notes due
2024 and 4.25% convertible senior unsecured notes due 2026, and
certain lenders under Invacare's senior secured asset-based
revolving credit facility. On February 2, 2021, Invacare obtained
all of the "first day" relief it sought before the bankruptcy
court.
Under the terms of the RSA, Highbridge will provide Invacare with a
$70 million debtor-in-possession term loan facility, including new
money funding of $35 million and a $35 million roll-up of
prepetition loans. Highbridge will also provide $126.5 million of
exit financing, in the form of secured term loans and secured
convertible notes, under the RSA.
Headquartered in Elyria, Ohio, Invacare is a global leader in the
manufacture and distribution of innovative home and long-term care
medical products that promote recovery and active lifestyles.
Invacare employs approximately 3,400 associates and markets its
products in more than 100 countries around the world.
The Davis Polk restructuring team includes partner Damian S.
Schaible, associates Jonah A. Peppiatt, Jarret Erickson, Eric Hwang
and Cole Hanson. The finance team includes partner Kenneth J.
Steinberg and associates Sarah Hylton, Theodore N. Batis, Pablo
Solorzano, James Moore and Matthew Vallade. Partner Ethan R.
Goldman is providing tax advice. All members of the Davis Polk team
are based in the New York office.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
About Invacare Corporation
Invacare Corporation is engaged in the manufacturing of home
medical devices. It also provides clinical solutions for
post-acute care, rehab, homecare, and respiratory markets.
Invacare Corp. and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
23-90068) on Jan. 31, 2023. In the petition signed by Kathleen
Leneghan, senior vice president and chief financial officer,
Invacare disclosed up to $1 billion in both assets and
liabilities.
The Debtors tapped Kirkland and Ellis, LLP and Kirkland and Ellis
International LLP as bankruptcy counsel, McDonald Hopkins, LLC as
bankruptcy co-counsel, Huron Consulting Group as restructuring
advisor, Miller Buckfire and Co. as financial advisor and
investment banker, and Epiq Corporate Restructuring, LLC, as
claims, noticing, and solicitation agent and administrative
advisor.
The DIP Term Loan Lenders led by Cantor Fitzgerald Securities, as
administrative agent, and GLAS Trust Corporation Limited, as
collateral agent, have retained Davis Polk & Wardwell LLP, Ducera
Partners, Porter Hedges LLP, Baker & McKenzie LLP, McDermott Will &
Emery LLP, Shipman & Goodwin LLP as advisors.
PNC Bank, National Association, and the ABL DIP Lenders, have
retained Blank Rome LLP, and B. Riley Advisory Services as
advisors.
J&B EXPRESS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: J&B Express, LLC
1913 Melvin Ave
Racine, WI 53404
Chapter 11 Petition Date: February 7, 2023
Court: United States Bankruptcy Court
Eastern District of Wisconsin
Case No.: 23-20494
Judge: Hon. Rachel M. Blise
Debtor's Counsel: Nicholas W. Kerkman, Esq.
KERKMAN & DUNN
839 N. Jefferson St., Ste. 400
Milwaukee, WI 53202-3744
Tel: 414-277-8200
Email: nkerkman@kerkmandunn.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark S. Werner as manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/MA626YI/JB_Express_LLC__wiebke-23-20494__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PUGVMDA/JB_Express_LLC__wiebke-23-20494__0001.0.pdf?mcid=tGE4TAMA
K STREET LLC: Hires Marcus & Millichap as Real Estate Broker
------------------------------------------------------------
K Street, LLC received approval from the U.S. Bankruptcy Court for
the District of Columbia to employ Marcus & Millichap as real
estate broker.
The Debtor requires the services of Marcus & Millichap to sell its
real property located at 1219 K St., LLC, NE, Washington DC.
It intends to sell the building and improvements only; the land is
on ground lease as demonstrated by land records.
Marcus & Millichap will be paid a commission of 4 percent of the
sales price.
John Zupancic, a member of Marcus & Millichap, 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:
John M. Zupancic
Marcus & Millichap
7200 Wisconsin Ave, Suite 1101
Bethesda, MD 20814
Tel: (202) 536-3700
About K Street LLC
K Street, LLC is a single asset real estate (as defined in 11
U.S.C. Sec. 101(51B)).
K Street filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. D.C. Case No. 22-00198) on Oct. 25,
2022, with $10 million to $50 million in assets and $1 million to
$10 million in liabilities. Habte Sequar, president and member of K
Street, signed the petition.
Judge Elizabeth L. Gunn oversees the case.
The Debtor is represented by John D. Burns, Esq., at The Burns Law
Firm, LLC.
KEYSTONE CLEANING: Unsecureds Will Get 35% of Claims in 60 Months
-----------------------------------------------------------------
Keystone Cleaning Services LLC, filed with the U.S. Bankruptcy
Court for the Western District of Pennsylvania a Small Business
Chapter 11 Plan of Reorganization dated February 2, 2023.
The Debtor has operated as a commercial cleaning service since its
inception. The business is a Pennsylvania LLC owned solely by
Gregory W. Hutcherson.
The Debtor grew very rapidly since it's inception and as a result
attempted to expand to a location in South Carolina. This
expansion was unprofitable and ultimately failed but not before the
Debtor incurred tax debts due to its inability to pay withholding
taxes and also forced the Debtor to take loans to stay in operation
during this time.
Now down to one location, and since the filing of this case, the
Debtor has been able to stay current with all withholding taxes and
also turn a profit sufficient to fund a Chapter 11 Plan with
ongoing revenue.
Class 1 consists of the claim of Arvi Funding, LLC. The Class 1
creditor filed a secured claim in the amount of $99,901.00 with an
interest rate of 0%. The Class 1 creditor will be paid the full
value of its claim in the amount of $42,671.00. The remaining
$57,230.38 of the claim shall be considered a general unsecured
debt to be paid at the same rate as all other general unsecured
creditors. The secured claim in the amount of $42,671.00 will be
amortized over a period of 60 months at the claimed interest rate
of 0%, which is the full value of its secured claim.
Class 2 consists of the claim of South Carolina Department of
Revenue. The Secured Tax Claim of the South Carolina Department of
Revenue shall be amortized over a period of 60 months at the
interest rate of 5.25%. The Debtor will make monthly payments to
the South Carolina Department of Revenue in the amount of $82.42 to
be applied to principal and interest pursuant to the amortization
schedule.
Class 3 consists of General Unsecured Claims. Class 3 General
unsecured Claims total $526,945.50. The Debtor shall make
distribution of $3,115.00 per month that shall be divided and paid
pro-rata to all allowed Class 3 claims. Payments shall begin on or
before the last day of the month following the effective date of
the Plan. Subsequent payments shall be made by the Debtor on or
before the last day of the month every month thereafter for a total
of 60 payments. Total payment to Class 3 creditors shall be
$186,900.00, which will pay all allowed General unsecured Creditors
approximately 35% of their allowed claims.
Class 4 consists of Equity Interest Holders. Gregory Hutcherson
will continue to be 100% member of the Debtor.
The Plan will be funded through the ongoing revenue of the Debtor's
cleaning business.
A full-text copy of the Plan of Reorganization dated Feb. 2, 2023
is available at https://bit.ly/3XiTYvd from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Christopher M. Frye, Esq.
Steidl and Steinberg, P.C.
2830 Gulf Tower
707 Grant Street
Pittsburgh, PA 15219
Phone: 412- 391-8000
Email: chris.frye@steidl-steinberg.com
About Keystone Cleaning Services
Keystone Cleaning Services, LLC, does business as a commercial
cleaning service in Western Pennsylvania.
Keystone Cleaning Services sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Penn. Case No. 22-22193) on
Nov. 11, 2022. In the petition signed by its managing member,
Gregory W. Hutcherson, the Debtor disclosed up to $500,000 in
assets and up to $50,000 in liabilities.
Judge Jeffery A. Deller oversees the case.
Christopher M. Frye, Esq., at Steidl & Steinberg, P.C., is the
Debtor's legal counsel.
MARLIN KRIDER: Trustee Taps Iron Horse Auction Co. as Appraiser
---------------------------------------------------------------
Cole Hayes, the Subchapter V trustee for Marlin Krider Land &
Timber, Inc., received approval from the U.S. Bankruptcy Court for
the Western District of North Carolina to employ Iron Horse Auction
Company, Inc. as appraiser.
The trustee requires an appraisal of the Debtor's personal
property, which includes logging equipment and vehicles.
The firm will charge a flat fee of up to $2,500.
William Lilly, Jr., a partner at Iron Horse Auction Company,
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 B. Lilly, Jr.
Iron Horse Auction Company, Inc.
P.O. Box 1267
Rockingham, NC 28380
Tel: (704) 985-9300 / (800) 997-2248
Fax: (910) 895-1530
Email: will@ironhorseauction.com
About Marlin Krider Land & Timber
Marlin Krider Land and Timber, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. W.D.N.C. Case No.
22-50256) on Nov. 9, 2022, with up to $500,000 in assets and up to
$1 million in liabilities. Cole Hayes has been appointed as
Subchapter V trustee.
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.
METROHAVANA TOWN: Wins Cash Collateral Access Thru March 3
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized MetroHavana Town Homes, LLC continue to
use cash collateral on an interim basis in accordance with the
budget, with a 10% variance, through March 3, 2023.
As previously reported by the Troubled Company Reporter, Creditor
805, successor to U.S. Bank National Association, as Trustee, holds
a first priority lien on the Debtor's asset, including its cash and
other manifestations of funds.
NOVIC, LLC, holds a second position priority lien on the Debtor's
asset.
As adequate protection, the Lenders will have a perfected
post-petition lien and security interest in cash collateral and
other property of the Debtor.
The Lenders will have the right to assert a super priority
administrative expense claim pursuant to 11 U.S.C. section 507(b)
to the extent of any diminution in value of its collateral arising
from the imposition of the automatic stay or the Debtor's
post-petition use of its collateral.
These events constitute an "Event of Default":
(a) Further authorization to use cash collateral is not
extended at the continued hearing or is terminated by the Court;
(b) The Debtor fails to comply in any material respect with
any of the terms or conditions of the Interim Order;
(c) The Debtor asserts in any pleading, motion, or objection
filed in any court that any material provision of the Interim Order
is not valid or binding for any reason;
(d) Any material provision of the Interim Order will, for any
reason, cease to be valid and binding without the prior written
consent of Lenders;
(e) If the Debtor files a motion or other pleading seeking
dismissal or conversion of the case under section 1112 or any other
section of the of the Bankruptcy Code;
(f) A trustee under chapter 11 of the Bankruptcy Code, or a
responsible officer or an examiner with enlarged powers relating to
the operation of the Debtor's business, is appointed under section
1106 of the Bankruptcy Code; or
(g) If the bankruptcy case is otherwise dismissed or converted
to a case under chapter 7 of the Bankruptcy Code.
A final hearing on the matter is set for February 22, 2023 at 9:30
a.m.
A copy of the order is available at https://bit.ly/3HJjOTd from
PacerMonitor.com.
About MetroHavana Town Homes, LLC
MetroHavana Town Homes, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-11349) on
February 18, 2022. In the petition signed by Kelly Beam, owner, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
Christina Vilaboa-Abel, Esq., at Cava Law, LLC, is the Debtor's
counsel.
MICROVISION INC: Completes Acquisition of Ibeo Automotive's Assets
------------------------------------------------------------------
MicroVision, Inc. announced the successful completion of its
acquisition of certain assets of Hamburg, Germany-based Ibeo
Automotive Systems GmbH. The acquisition combines MAVIN lidar with
Ibeo perception software features into the MicroVision ASIC for
automotive OEMs. In addition, this acquisition expands
MicroVision's multi-market strategy focusing on industrial, smart
infrastructure, robotics, and commercial vehicle segments with
Ibeo's flash-based sensor.
The Company expects to have revenue streams from existing and new
product lines ranging from software for reference and validation
solutions, flash-based lidar for industrial applications, and
MicroVision's MAVIN scanning lidar sensor paired with perception
software, as well as other combinations of hardware with perception
software solutions.
Ibeo Automotive Systems Gmbh is a well-established lidar hardware
and software provider with the team that developed and launched the
SCALA sensor into serial production with a Tier 1 that is today
used by premium OEMs like Audi, Mercedes and Stellantis and
software solutions used by BMW and VW, to name a few. The
experienced Ibeo team has also innovated in OEM qualified software
including auto-annotation, validation, and perception solutions.
They have accomplished advanced development in software required
for autonomous driving. Ibeo has a very impressive team, and the
combined company has a common DNA in innovation and execution, with
more than 700 patents globally.
"We are thrilled to bring this winning combination to life,
accelerating our strategic plan by pairing our best-in-class
hardware solution with road-ready perception software and
automotive qualification experience," said Sumit Sharma, CEO of
MicroVision. "I'm also excited about the immediate expansion of our
multi-market strategy with new sensors and software, broadening our
total addressable market beyond automotive and diversifying our
revenue profile.
Continued Sharma, "I'm delighted to see our highly talented and
experienced engineering teams collaborate from Redmond to Nuremberg
and now Hamburg, with all of us focused on making our roads
safer."
About MicroVision
Microvision, Inc. -- http://www.microvision.com-- is a pioneering
company in MEMS based laser beam scanning technology that
integrates MEMS, lasers, optics, hardware, algorithms and machine
learning software into its proprietary technology to address
existing and emerging markets. The Company's integrated approach
uses its proprietary technology to provide solutions for automotive
lidar sensors, augmented reality micro-display engines, interactive
display modules and consumer lidar modules.
MicroVision reported a net loss of $43.20 million for the year
ended Dec. 31, 2021, a net loss of $13.63 million for the year
ended Dec. 31, 2020, a net loss of $26.48 million for the year
ended Dec. 31, 2019, and a net loss of $27.25 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $109.39
million in total assets, $23.77 million in total liabilities, and
$85.62 million in total shareholders' equity.
MILLOLA HOLDINGS: Enters Claim Stipulation with Deutsche Bank
-------------------------------------------------------------
Millola Holdings LLC submitted a First Amended Plan of
Reorganization for Small Business.
The Debtor is a limited liability company owned by a mother and her
son, who are equal members. The Debtor owns and manages two pieces
of residential investment real estate (collectively,
"Properties").
One of the Properties is commonly known as 8600 West Charleston
Boulevard, Unit 2138, Las Vegas, Nevada ("Charleston Property").
The Charleston Property was purchased at an HOA sale. The
Charleston Property's mortgage, which already encumbered the
Charleston Property before the Debtor's purchase, is being
restructured. The rent on the Charleston Property is $1040 a
month.
The second of the Properties is commonly known as 3930 University
Center Drive, Unit 2112, Las Vegas, Nevada ("University Property")
is encumbered. However, the University Property has had no rental
income during the Debtor's entire ownership. That will change on
February 1, 2023, when the University Property will have its first
payment from its first tenant. Since before the filing of this
case, and through the pendency of the case, the Debtor has had to
do massive repairs to the University Property to make it habitable.
The rent on the University Property is $1500 a month.
Class 2A consists of the Secured claim of Deutsche Bank as Trustee
for Indymac Inda Mortgage. This secured creditor's claim is
collateralized by 8600 West Charleston Blvd., Unit 2138, Las Vegas,
Nevada. The treatment of this Class 2A secured Claim shall be
pursuant to all the terms and provisions set forth in the parties'
Claim Stipulation. This secured creditor shall be tendered monthly
payments, pursuant to that Stipulation, in the amount of $814.34
for 360 months to begin on April 1, 2022. Property taxes &
insurance shall be maintained separately by the Debtor.
Class 3 consists of Non-priority unsecured creditor. Non-priority
unsecured claims shall receive 100 percent payments in full.
Commencing on the first day of the month after the effective date
of the Plan, $500 a month shall be distributed pro rata to allowed
unsecured claims for 35 months and, if there is a balance at the
end of the 35 payments, a final 36th payment shall satisfy the
balance owed to the claimant of this Class.
The means for implementation shall come from rents from the
property and, as necessary, infusion of capital contributions from
the Debtor's members. The total rents from the Properties are $2540
a month.
A full-text copy of the First Amended Plan dated January 31, 2023
is available at https://bit.ly/3JMCpk1 from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
David A. Riggi, Esq.
Riggi Law Firm
5550 Painted Mirage Rd. Suite 320
Las Vegas, NV 89149
Tel: (702) 463-7777
Fax: (888) 306-7157
E-mail: RiggiLaw@gmail.com
About Millola Holdings LLC
Millola Holdings LLC filed a petition for Chapter 11 protection
(Bankr. D. Nev. Case No. 21-13893) on Aug. 6, 2021, listing up to
$1 million in assets and up to $500,000 in liabilities. Judge
August B. Landis oversees the case. The Debtor is represented by
Riggi Law Firm.
MOUNTAINSKY LANDSCAPING: Taps Berg Hill as Special Counsel
----------------------------------------------------------
MountainSky Landscaping, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Berg Hill
Greenleaf Ruscitti, LLP as special counsel.
The Debtor needs the firm's legal assistance to investigate the
alleged embezzlement of its funds by former employees; the
financing of its One Percent software project; and the complaints
lodged by consumers.
The firm will be paid at these rates:
Attorneys $260 to $575 per hour
Paralegals $150 to $200 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer in the amount of $15,000 from the
Debtor's owner on Aug. 2, 2022, and another payment in the amount
of $28,000 on Oct. 11, 2022.
Jon Banashek, Esq., a partner at Berg Hill Greenleaf Ruscitti,
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:
Jon N. Banashek, Esq.
Berg Hill Greenleaf Ruscitti, LLP
1525 17th St.
Denver, CO 80202
Tel: (303) 402-1600
Fax: (303) 402-1601
Email: info@bhgrlaw.com
About MountainSky Landscaping
MountainSky Landscaping, LLC is a company based in Fort Lupton,
Colo., which offers complete outdoor living and gardening designs
for residential and commercial sectors.
MountainSky filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-12744) on July
26, 2022, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. The Debtor has elected to proceed under
Subchapter V of Chapter 11. Joli A. Lofstedt is the Subchapter V
trustee.
Judge Kimberley H. Tyson oversees the case.
Wadsworth Garber Warner Conrardy, P.C., Greenleaf Ruscitti, LLP,
and Harrison Advisory serve as the Debtor's bankruptcy counsel,
special counsel, and forensic accountant, respectively.
NATIONAL CINEMEDIA: Start of Cineworld Deal Debt Talks at Risk
--------------------------------------------------------------
Erin Hudson and Reshmi Basu of Bloomberg News report that lenders
to cash-strapped National CineMedia Inc. have signed non-disclosure
agreements to begin debt restructuring talks as the movie theater
advertiser seeks to salvage a deal with bankrupt Cineworld Plc.
The debt talks may become a key component of contract negotiations
between Cineworld and its long-time advertiser, as the future of
that contract hinges on National CineMedia cutting its debt,
according to people with knowledge of the matter, who asked not to
be identified because the talks are private.
Maintaining its relationship with Cineworld's Regal chain is
central to National CineMedia's survival.
About National CineMedia
National CineMedia Inc. (NCM) is a cinema advertising network in
the U.S. NCM's Noovie pre-show is presented exclusively in 47
leading national and regional theater circuits including AMC
Entertainment Inc. (NYSE:AMC), Cinemark Holdings, Inc. (NYSE:CNK)
and Regal Entertainment Group (a subsidiary of Cineworld Group PLC,
LON: CINE). NCM's cinema advertising network offers broad reach
and audience engagement with over 20,100 screens in over 1,600
theaters in 195 Designated Market Areas (all of the top 50). NCM
Digital and Digital-Out-Of-Home (DOOH) go beyond the big screen,
extending in-theater campaigns into online, mobile, and place-based
marketing programs to reach entertainment audiences. National
CineMedia, Inc. (NASDAQ:NCMI) owns a 48.3% interest in, and is the
managing member of, National CineMedia, LLC. On the Web:
HTTP://www.ncm.com/ and HTTP://www.noovie.com/
National Cinemedia reported a net loss attributable to the company
of $48.7 million in 2021, compared to a net loss attributable to
the company of $65.4 million for the year before. For the six
months ended June 30, 2022, the Company reported a net loss
attributable to the company of $25.9 million on $103 million of
revenue compared to a net loss attributable to the company of $42.1
million on $19.4 million of revenue for the six months ended July
1, 2021. As of Sept. 29, 2022, the Company had $775.4 million in
total assets, $1.23 billion in total liabilities, and a total
deficit of $453.8 million.
* * *
As reported by the TCR on Oct. 5, 2022, S&P Global Ratings lowered
its issuer credit rating to 'CCC' from 'B-' on National Cinemedia
Inc. to reflect the increased risk of a default event due to
upcoming debt maturities and expected covenant breaches over the
next 12 months.
About Cineworld Group
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the United States.
According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).
The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.
Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt. Judge Marvin
Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsels; PJT Partners, LP as investment banker;
AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP
as tax services provider. Kroll Restructuring Administration, LLC
is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23,
2022. The committee tapped Weil, Gotshal & Manges, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI
Consulting, Inc. as financial advisor; and Perella Weinberg
Partners, LP as investment banker.
NINE ENERGY: Moody's Raises CFR to Caa1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded Nine Energy Service, Inc.'s
Corporate Family Rating to Caa1 from Caa3 and affirmed the Caa2
rating of its $300 million senior secured notes due 2028. Nine's
SGL-3 Speculative Grade Liquidity (SGL) rating remains unchanged.
The outlook was changed to stable from rating on review. This
concludes the review initiated on January 17, 2023.
"The upgrade of Nine Energy's ratings reflects the company's
refinancing, which extends its debt maturity profile, and an
improved oilfield services industry environment," commented
Jonathan Teitel, a Moody's analyst.
Upgrades:
Issuer: Nine Energy Service, Inc.
Corporate Family Rating, Upgraded to Caa1 from Caa3
Probability of Default Rating, Upgraded to Caa1-PD
from Caa3-PD
Affirmations:
Issuer: Nine Energy Service, Inc.
Senior Secured Regular Bond/Debenture, Affirmed Caa2 (LGD4)
Outlook Actions:
Issuer: Nine Energy Service, Inc.
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
Nine's Caa1 CFR reflects improving leverage offset by small size,
the highly cyclical nature of the oilfield services sector and
constraints on liquidity. Revenue and EBITDA will continue to
rebound in 2023 amid an improved industry environment. The company
has benefited from both increased pricing for its services and
activity improvements amid a tighter market for oilfield services.
While operating performance is improving, the sector remains highly
competitive amid continued capital discipline by upstream
companies. Nine benefits from diversification across multiple
business lines and exposure to various basins. Favorable governance
considerations include improvement in financial strategy and risk
management because the refinancing transaction addressed near-term
debt maturities.
Nine's SGL-3 rating reflects Moody's expectation for Nine to
maintain adequate liquidity through 2023. As of September 30, 2022,
Nine had $21 million of cash on its balance sheet and $27 million
drawn on its ABL revolver. The company borrowed another $5 million
in the fourth quarter of 2022. The ABL revolver due 2027 has a $95
million borrowing base and $150 million of lender commitments. The
revolver has a springing minimum fixed charge coverage ratio (with
springing based on availability under the facility). Moody's
expects the company to have sizable borrowings on the revolver pro
forma for the refinancing transaction and for the company to repay
these borrowings over time with free cash flow. Beginning in
November 2023, and every six months thereafter, the company will
need to offer to repurchase the notes at par in an aggregate amount
equal to 75% of excess cash flow for the prior two quarters.
Nine's $300 million of senior secured notes due 2028 are rated
Caa2. This is one notch below the CFR and reflects a second lien
claim on the assets that secure the revolver with a first lien
claim, including accounts receivable, inventory and equipment (ABL
priority collateral). The senior secured notes have a first lien on
non-ABL priority collateral and a second lien on ABL priority
collateral. The ABL revolver has a second lien on non-ABL priority
collateral.
The stable outlook reflects Moody's expectation that Nine will
maintain improved leverage and adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include repayment of debt and
improved liquidity including increased availability under the
revolver; sustained EBITDA growth and supportive industry
environment; consistent positive free cash flow generation; and
conservative financial policies.
Factors that could lead to a downgrade include negative free cash
flow generation or weakening liquidity.
Nine, headquartered in Houston, Texas, is a publicly traded
provider of oilfield services, focused on well completions, to
exploration and production companies.
The principal methodology used in these ratings was Oilfield
Services published in January 2023.
NOVA WILDCAT: Files for Chapter 11 to Pursue Sale
-------------------------------------------------
With more than $50 million of debt, Nova Wildcat Shur-Line has
sought Chapter 11 protection to pursue a bankruptcy sale of the
assets.
The Company and its affiliates comprise an affordable home and
hardware products company branded commercially as H2 Brands Group
Home & Hardware ("H2B"). The Company owns more than 10 brands and
sources and distributes to various end retailers more than 10,000
products across multiple home-related product categories, including
hardware, paint applicators, fans, heaters, plumbing, electrical,
and locks/locksets. In short, the Company's portfolio of brands
encompasses products intended for every room of the average
consumer's home. The Company's products are sold through top
retailers -- the Company's customers -- nationwide, including big
box retailers, chain stores, local hardware stores, wholesalers,
and online retailers.
Prior to the commencement of Chapter 11 cases, the Debtors
experienced liquidity and operational issues as a result of the
COVID-19 pandemic and the accompanying supply chain disruptions.
These challenges led to covenant defaults under the terms of the
Pre-Petition Credit Agreement with PNC Bank, National Association,
as administrative agent, beginning in the fourth quarter of 2020,
which the Company cured in the second quarter of 2021. Separate
defaults then occurred in the third quarter of 2021 and have
remained uncured. Unable to remedy the covenant defaults pursuant
to the terms of the Pre-Petition Credit Agreement, the covenant
defaults ripened into Events of Default.
Following the occurrence of Events of Default, the Debtors and PNC
entered into a series of forbearance and amendment agreements.
During the forbearance period and consistent with customary asset
based credit facilities, PNC implemented the agreed upon cash
management procedures set forth in the Pre-Petition Credit
Agreement which required the sweeping of all cash receipts on a
daily basis to payment of the pre-petition debt and requiring new
borrowings under the Pre-Petition Credit Agreement for each
disbursement. Although the forbearances allowed the Debtors to
explore various operational and financial restructuring options, as
a result of the Debtors' continuing defaults and deteriorating
financial condition, the Debtors' liquidity was significantly
constrained at a critical time.
During the forbearance period, the Debtors hired Novo Advisors as
its financial advisor and risk officer and Paramax Group as its
investment banker for the purpose of developing and implementing a
marketing and sale process for a division of the Company operating
under the "Shur-Line" brand. Additionally, the Company sold two
affiliated subsidiaries, NewTech Electronics Industries, Inc. and
Craig Electronics, Inc. The proceeds of the sale were used to
reduce the Debtor's outstanding indebtedness under the Pre-Petition
Credit Agreement.
Notwithstanding those sales, the Debtors continued to operate in an
environment of constrained liquidity, which caused the Debtors to
miss payments to vendors. Without payment, certain vendors began
terminating their relationship with the Debtors, which adversely
affected the Debtors' ability to purchase new inventory. Some of
the unpaid vendors began threatening and filing lawsuits, which
served as a further drain on the Debtors' already limited financial
resources.
In December 2022, following expiration of the forbearance period on
Oct. 31, 2022, PNC delivered notice that it intended to exercise
its rights under the Uniform Commercial Code to sell the Collateral
(as that term is defined in the Pre-Petition Credit Agreement) in
whole or in parts, by private sale or sales, sometime on or after
Dec. 26, 2022. After receipt of that notice, the Debtors and PNC
engaged in further discussions to determine the best operational
and financial alternatives for maximizing value and to canvass the
market for potential purchasers.
Around the same time, the Debtors engaged SSG Capital Advisors, LLC
, as its investment banker, and Carl Marks Advisory Group, LLC
("CMAG"), as its financial advisor, replacing Novo, to assist the
Debtors in their consideration of strategic alternatives.
The Debtors, in consultation with their advisors and PNC,
ultimately determined that the best path forward was the
commencement of the Chapter 11 Cases to implement a sale of
substantially all of the Debtors' assets in one or more sales under
section 363 of the Bankruptcy Code, which process will be conducted
by SSG pursuant to market-standard and Court-approved sales
procedures. The Debtors believe a Section 363 sale process will
provide maximum value to all stakeholders, including the Debtors'
unsecured creditors.
About Nova Wildcat Shur-Line Holdings
Nova Wildcat Shur-Line Holdings Inc. -- https://www.h2bgroup.com/
-- also known as H2 Brands Group, is a one-stop shop for thousands
of home and hardware products. Nova Wildcat is a privately held
brand portfolio housed under the H2B umbrella. The Company owns
more than 10 brands consisting of an assortment of consumable
products intended to reach every room of the average consumer's
home.
Nova Wildcat Shur-Line Holdings Inc. and certain of its affiliates
sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Case No. 23-10114) on Jan. 29, 2023. In the petition filed
by Mark Rostagno, as CEO and director, Nova Wildcat Shur-Line
estimated assets between $10 million and $50 million and
liabilities between $50 million and $100 million.
The case is overseen by Honorable Bankruptcy Judge Craig T
Goldblatt.
The Debtors tapped REED SMITH LLP as counsel; CARL MARKS ADVISORY
GROUP, LLC, as restructuring advisor; and SSG ADVISORS, LLC, as
investment banker. EPIQ BANKRUPTCY SOLUTIONS, LLC, is the claims
agent.
OCCUPY REAL ESTATE: Unsecureds to Split $60K in Consensual Plan
---------------------------------------------------------------
Occupy Real Estate Group LLC filed with the U.S. Bankruptcy Court
for the Middle District of Florida a Plan of Reorganization under
Subchapter V dated January 31, 2023.
The Debtor is a full-service real estate brokerage and property
management company, with 54 real estate agents, headquartered in
Jacksonville, Florida.
The Debtor is a Florida profit company organized by Articles of
Organization filed with the Florida Secretary of State on March 27,
2019, with an effective date of March 26, 2019. The Debtor's
principal place of business is located at 25 N. Market St., Ste.
101, Jacksonville, Florida 32202, which is a month-to-month co
working space leased from Expansive.
Class 1 consists of the Secured Claim of SBA. This Claim is secured
by liens on the SBA Collateral. The Class 1 Secured Claim is
approximately $180,547.96. This Class is Unimpaired. The
Reorganized Debtor shall make the contractually required payments
on this Claim in accordance with the loan documents giving rise to
said Claim. This claim shall be paid directly by the Debtor.
Class 2 consists of the Secured Claim of Ally Financial. This Claim
is secured by liens on the Ally Financial Collateral. The Class 2
Secured Claim is approximately $64,940.45. This Class is
Unimpaired. The Reorganized Debtor shall make the contractually
required payments on this Claim in accordance with the loan
documents giving rise to said Claim. This claim shall be paid
directly by the Debtor.
Class 3 consists of the Secured Claim of the BMW Financial. This
Claim is secured by liens on the BMW Financial Collateral. The
Class 3 Secured Claim is approximately $97,968.82. This Class is
Unimpaired. The Reorganized Debtor shall make the contractually
required payments on this Claim in accordance with the loan
documents giving rise to said Claim. This claim shall be paid
directly by the Debtor.
Class 4 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired.
* Consensual Plan Treatment: The liquidation value or amount
that unsecured creditors would receive in a hypothetical chapter 7
case is approximately $0.00. Accordingly, the Debtor proposes to
pay unsecured creditors a pro rata portion of $60,000.00. Payments
will be made in equal quarterly payments of $5,000.00. Payments
shall commence on the fifteenth day of the month, on the first
month that begins more than fourteen days after the Effective Date
and shall continue quarterly for eleven additional quarters.
Pursuant to §1191, the value to be distributed to unsecured
creditors is greater than the Debtor's projected disposable income
to be received in the 3-year period beginning on the date that the
first payment is due under the plan. Holders of class 4 claims
shall be paid directly by the Debtor.
* Nonconsensual Plan Treatment: The liquidation value or
amount that unsecured creditors would receive in a hypothetical
chapter 7 case is approximately $0.00. Accordingly, the Debtor
proposes to pay unsecured creditors a pro rata portion of its
Disposable Income. If the Debtor remains in possession, plan
payments shall include the Subchapter V Trustee's administrative
fee which will be billed hourly at the Subchapter V Trustee's then
current allowable blended rate. Plan Payments shall commence on the
fifteenth day of the month, on the first month that is ninety days
after the Effective Date and shall continue quarterly for eleven
additional quarters. The initial estimated quarterly payment shall
be $0.00; however, the Debtor may have disposable income during the
life of the Plan depending on future business. Holders of class 4
claims shall be paid directly by the Debtor.
Class 5 consists of any and all equity interests and warrants
currently issued or authorized in the Debtor. This Class is
Unimpaired. Holders of a Class 3 interests shall retain their full
equity interest in the same amounts, percentages, manner and
structure as existed on the Petition Date.
The Debtor shall continue to exist as the Reorganized Debtor, doing
business under the name Occupy Real Estate Group LLC. The Plan
contemplates that the Reorganized Debtor will continue to operate
the Debtor's business.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the Plan of Reorganization dated January 31,
2023 is available at https://bit.ly/40CZxHy from PacerMonitor.com
at no charge.
Counsel for Debtor:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
E-mail: jacob@bransonlaw.com
About Occupy Real Estate Group LLC
Occupy Real Estate Group LLC is a full-service real estate
brokerage and property management company, with 54 real estate
agents, headquartered in Jacksonville, Florida.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02240) on November 2,
2022. In the petition signed by Trevaris Tutt, manager, the Debtor
disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Judge Jacob A. Brown oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's
counsel.
OEM SYSTEMS: Commences Subchapter V Bankruptcy Proceedings
----------------------------------------------------------
OEM Systems Company Inc. filed for chapter 11 protection in the
District of Nevada without stating a reason. The Debtor elected on
its voluntary petition to proceed under Subchapter V of chapter 11
of the Bankruptcy Code.
According to court filings, OEM Systems Company Inc. estimates $1
million to $10 million in debt to 1 to 49 creditors. The
bare-bones petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
March 6m 2023.
About OEM Systems Company
OEM Systems Company Inc. -- https://oemsystems.com -- manufactures
custom install speakers and accessories including in-wall,
in-ceiling, landscape, cabinet, LCRS and theatre speakers.
OEM Systems Company Inc. filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev.
Case No. 23-50049) on January 27, 2023. In the petition filed by
Tony L. Gable, as president, the Debtor reported assets and
liabilities between $1 million and $10 million each.
The case is overseen by Honorable Bankruptcy Judge Natalie M Cox.
The Subchapter V trustee appointed in the case:
Nathan F. Smith
2112 Business Center Drive
Irvine, CA 92612
Phone: (949) 252-9400
E-mail: nathan@mclaw.org
The Debtor is represented by:
Stephen R. Harris, Esq.
HARRIS LAW PRACTICE LLC
1135 S. ROCK BLVD.
#310 RENO, NV 89502
Tel: 775-786-7600
Fax: 775-786-7764
Email: steve@harrislawreno.com
PARS BRONX REALTY: Trustee Seeks to Hire Property Manager, Broker
-----------------------------------------------------------------
Charles Persing, the Subchapter V trustee for Pars Bronx Realty,
LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern
District of New York to employ MYC & Associates, Inc.
The trustee requires a property manager and real estate broker to
manage and market for sale the Debtor's real properties located at
694 Courtland Ave. and 696 Courtland Ave., in Bronx, N.Y.
MYC will charge at its customary hourly rate of $3250 per hour for
principals and $125 per hour for associates for time spent directly
related to the management of the properties. Meanwhile, the firm
will get a commission of 5 percent from the sale of the
properties.
As disclosed in court filings, MYC is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Marc P. Yaverbaum
MYC & Associates, Inc.
1110 South Ave.
Staten Island, NY 10314
Office: 347-273-1258
Mobile: 917-648-8059
Fax: 347-273-1358
Email: my@myccorp.com
About Pars Bronx Realty
Pars Bronx Realty, LLC is a company in Fresh Meadows, N.Y., engaged
in renting and leasing real estate properties.
Pars Bronx Realty filed for bankruptcy protection under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-40714) on April 5, 2022, with $1 million to $10 million in both
assets and liabilities. Charles N. Persing, CPA serves as
Subchapter V trustee and is represented by The Law Offices of Avrum
J. Rosen, PLLC.
Judge Elizabeth S. Stong oversees the case.
The Law Offices of Gus Michael Farinella, PC and the Law Office of
Eric P. Mueller serve as the Debtor's bankruptcy counsel and
special counsel, respectively.
PARS BRONX REALTY: Trustee Taps Avrum J. Rosen as Legal Counsel
---------------------------------------------------------------
Charles Persing, the Subchapter V trustee for Pars Bronx Realty,
LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern
District of New York to employ The Law Offices of Avrum J. Rosen,
PLLC.
The trustee requires legal counsel to:
a) give advice regarding the trustee's statutory duties and
prepare legal papers;
b) assist the trustee in the investigation of the Debtor's
financial affairs, including potential assets of the Debtor;
c) advise the trustee on an exit strategy for the Debtor's
Chapter 11 case, which may include the sale of the Debtor's
properties;
d) assist and advise the trustee on motions and hearings before
the bankruptcy court;
e) conduct examinations of the Debtor and other witnesses in
connection with the trustee's investigation of the Debtor's
financial affairs; and
f) perform other necessary legal services.
The firm will be paid at these rates:
Partners $670 per hour
Associates $570 to $525 per hour
Paraprofessional $200 per hour
Avrum Rosen, Esq., a partner at The Law Offices of Avrum J. Rosen,
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:
Avrum J. Rosen, Esq.
The Law Offices of Avrum J. Rosen, PLLC
38 New Street
Huntington, NY 11743
Telephone: (631) 423-8527
Email: arosen@ajrlawny.com
About Pars Bronx Realty
Pars Bronx Realty, LLC is a company in Fresh Meadows, N.Y., engaged
in renting and leasing real estate properties.
Pars Bronx Realty filed for bankruptcy protection under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-40714) on April 5, 2022, with $1 million to $10 million in both
assets and liabilities. Charles N. Persing, CPA serves as
Subchapter V trustee and is represented by The Law Offices of Avrum
J. Rosen, PLLC.
Judge Elizabeth S. Stong oversees the case.
The Law Offices of Gus Michael Farinella, PC and the Law Office of
Eric P. Mueller serve as the Debtor's bankruptcy counsel and
special counsel, respectively.
PAVERS INC: Wins Continued Cash Collateral Access Thru July 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized
Pavers, Inc. to continue using cash collateral on an interim basis
in accordance with the budget through July 31, 2023.
The Cash Collateral Order dated August 30, 2022, authorized the
Debtor to use cash collateral on the terms set forth therein
through January 31, 2023. The Cash Collateral Order stated, "The
Specified Period may be extended by agreement in writing of the
Debtor, PSB, and West field, or upon further order of the Court."
The Debtor, PSB, and Westfield are currently engaged in
negotiations concerning an order confirming the Debtor's Chapter 11
Plan. In order to allow these negotiations to proceed, the parties
have agreed to extend the Specified Period.
The Court said the only insider other than Jeffrey Wilson that will
be employed by the Debtor is Jacob Wilson, who will be paid on an
hourly basis at $75 per hour for his work in liquidating the
Debtor's assets, particularly in locating private buyers for the
assets. Jacob is authorized to be paid $15,675 for all work not yet
compensated through the end of January 31, 2022.
Jacob also will assist with the cleanup of the North Street Lot in
anticipation of its sale. The cleanup, including the payment to
Jacob and all other laborers, shall not exceed $15,000. All other
laborers for the Debtor post-confirmation will be non-insiders and
will be paid $18-$22 per hour. The cleanup costs for the North
Street Lot will be covered from the proceeds of the North Street
Lot sale.
Except for Jacob's work on the North Street Lot and his
compensation through the end of January, Jacob will not receive any
other compensation from the Debtor unless PSB provides written
authorization for such compensation in advance of the work being
performed.
The August 2022 Cash Collateral Order will remain applicable,
enforceable, and binding.
A copy of the order is available at https://bit.ly/3RFlm5f from
PacerMonitor.com.
About Pavers, Inc.
Pavers, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 22-40463) on August 8,
2022. In the petition signed by Jeffrey B. Wilson, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Dale L. Somers oversees the case.
David Prelle Eron, Esq., at Prelle Eron and Bailey, PA is the
Debtor's counsel.
PLOURDE SAND: Court OKs Cash Collateral Access Thru March 1
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized Plourde Sand & Gravel Co., Inc. to use cash collateral
on an interim basis in accordance with the budget, through March 1,
2023.
The Debtor is permitted to use cash collateral to pay the costs and
expenses incurred by the Debtor in the ordinary course of business
to the extent provided for in the Budget in the amount of $109,799
through the last day of the Use Period, except for the payments
listed on the budget to "Greenlake Investment" and "Universal
Finance" -- which do not appear from the Motion -- to meet the
requirements for interim authorized use set forth in Bankruptcy
Rule 4001(b)(2), and which can be considered at the final hearing
on the Motion.
As adequate protection against any loss or diminution in the value
of the Lienholder's interest in the Debtor's interest in cash
collateral due to the Debtor's use thereof pursuant to the Order:
a. Each mortgage, security agreement, lien or other
encumbrance held by GreenLake Real Estate Fund, LLC, the Internal
Revenue Service and the other Potential Cash Collateral Lienholders
named in the Motion will be preserved for the benefit of the
Potential Cash Collateral Lienholder on an interim basis subject to
the further provisions of the Order and orders of the court with
respect thereto; and
b. Each of GreenLake Real Estate Fund, LLC, the Internal
Revenue Service and the other Potential Cash Collateral Lienholders
named in the Motion will be granted replacement liens on any
property of the estate held by such a Lienholder as collateral on
the petition date pursuant to valid, enforceable and perfected
encumbrances, which will have and enjoy the same degree of
perfection, preference and priority as their pre-petition Potential
Cash Collateral Liens enjoyed under applicable state law on the
Petition Date subject to the further terms of the Order.
The Preserved and Replacement Liens:
a. will continue to be and be deemed valid and perfected
notwithstanding any requirements of non-bankruptcy law with respect
to perfection.
b. will be continuously effective without disruption before
and after the petition date and will maintain the same priority,
validity and enforceability as the liens held by each Record
Lienholder on the Petition Date.
c. will secure any diminution in the value of the collateral
subject to a Lien held on the petition date resulting from the use
of cash collateral pursuant to the Order in addition to the
liabilities secured on the Petition Date or thereafter to the
extent allowable as part of a secured claim under Bankruptcy Code
506.
A further hearing on the matter is set for March 1 at 11 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3YaSioC from PacerMonitor.com.
The Debtor projects total cash out, on a weekly basis, as follows:
$14,326 for the week ending February 4, 2023;
$23,130 for the week ending February 11, 2023;
$25,210 for the week ending February 18, 2023; and
$24,770 for the week ending February 25, 2023.
About Plourde Sand & Gravel Co., Inc.
Plourde Sand & Gravel Co., Inc. owns eight properties located in
New Hampshire having an aggregate total value of $5.34 million. In
the petition signed by Daniel O. Plourde, sole shareholder and vice
president, the Debtor disclosed $9,192,623 in assets and $8,072,411
in liabilities.
Judge Bruce A. Harwood oversees the case.
William S. Gannon PLC, is the Debtor's legal counsel.
POSEIDON MOVING: Hires Richard N. Gottlieb as Legal Counsel
-----------------------------------------------------------
Poseidon Moving, Inc. received approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ the Law Offices
of Richard N. Gottlieb to handle its Chapter 11 bankruptcy case.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
Richard Gottlieb, Esq., a partner at the Law Offices of Richard N.
Gottlieb, 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:
Law Offices of Richard N. Gottlieb
Ten Tremont Street
Suite 11, 3rd Floor
Boston, MA 02108
Phone: (617) 742-4491
Fax: (617) 742-5188
Email: rnglaw@verizon.net
About Poseidon Moving
Poseidon Moving, Inc. filed a petition under Chapter 11, Subchapter
V 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. Steven Weiss filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code.
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: Seeks Chapter 11 Bankruptcy Protection in Indiana
--------------------------------------------------------------
Precast LLC filed for chapter 11 protection in the Northern
District of Indiana.
Precast LLC is organized in the state of Indiana and operates as a
maker of custom precast concrete blocks used in the construction
industry. Precast, LLC was formed in December 2011 and has its
headquarters in Fort Wayne, Indiana. The Debtor currently employs
16 people.
Precast, LLC is indebted to Lake City Bank in the approximate
aggregate amount of $5,526,000.00. Said creditor asserts a blanket
lien on the assets of the Debtor including deposit accounts,
accounts receivable, inventory and proceeds thereof.
According to court filings, Precast LLC estimates between $1
million and $10 million in total debt owed to 1 to 49 creditors.
The petition states that funds will be available to unsecured
creditors.
About Precast LLC
Precast LLC is in the business of cement concrete product
manufacturing.
Precast LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ind. Case No. 23-10085) on Jan. 30,
2023. In the petition signed by William A. Kriesel, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
The Debtor is represented by:
Martin E. Seifert, Esq.
Haller & Colvin, PC
2200 Lafontain St
Fort Wayne, IN 46802
Tel: (260) 426-0444
Fax: (260) 422-0274
Email: SSkekloff@hallercolvin.com
PURRY & SON: Gets OK to Hire Zamora & Hernandez as Accountant
-------------------------------------------------------------
Purry & Son Trucking Corp. received approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Zamora & Hernandez, PLLC as its accountant.
The Debtor requires an accountant to assist in the preparation of
the 2022 corporate income tax return and provide other monthly
accounting services.
Zamora & Hernandez will be paid at the rate of $500 per month.
Antonio Zamora, a partner at Zamora & Hernandez, 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:
Antonio Zamora
Zamora & Hernandez, PLLC
9485 Sunset Dr. Suite A-265
Miami, FL 33173
Tel: (305) 665-6560
Email: info@zhaccounting.com
About Purry & Son Trucking Corp.
Purry & Son Trucking Corp. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 22-19096) on Nov. 29, 2022, with as much
as $1 million in both assets and liabilities. Judge Robert A. Mark
oversees the case.
The Debtor tapped Ariel Sagre, Esq., at Sagre Law Firm, P.A. as
legal counsel and Zamora & Hernandez, PLLC as accountant.
RIOT PLATFORMS: BlackRock Has 6.8% Equity Stake as of Dec. 31
-------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2022, it
beneficially owns 11,407,415 shares of common stock of Riot
Platforms (formerly Riot Blockchain, Inc.), representing 6.8
percent of the shares outstanding. A full-text copy of the
regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1167419/000130655023007072/us7672921050_020323.txt
About Riot Platforms
Headquartered in Castle Rock, Colorado, Riot Platforms (formerly
Riot Blockchain, Inc.) -- www.riotplatforms.com -- is a Bitcoin
mining and digital infrastructure company focused on a vertically
integrated strategy. The Company has Bitcoin mining data center
operations in central Texas, Bitcoin mining operations in central
Texas, and electrical switchgear engineering and fabrication
operations in Denver, Colorado.
Riot Blockchain reported a net loss of $7.93 million for the year
ended Dec. 31, 2021, a net loss of $12.67 million for the year
ended Dec. 31, 2020, a net loss of $20.30 million for the year
ended Dec. 31, 2019, and a net loss of $60.21 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2022, Riot Blockchain had
$1.45 billion in total assets, $154.25 million in total
liabilities, and $1.30 billion in total stockholders' equity.
RJT FOOD: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: RJT Food & Restaurant, LLC
1999 Deerfield Rd
Water Mill, NY 11976
Chapter 11 Petition Date: February 8, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-70447
Debtor's Counsel: Ronald D. Weiss, Esq.
RONALD D. WEISS, P.C.
734 Walt Whitman Road
Suite 203
Melville, NY 11747
Tel: (631) 271-3737
Fax: (631) 271-3784
Email: weiss@ny-bankruptcy.com
Estimated Assets: $ million to $10 million
Estimated Liabilities: $0 to $50,000
The petition was signed by Richard J. Bivona as president.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ITHNLPQ/RJT_Food__Restaurant_LLC__nyebke-23-70447__0001.0.pdf?mcid=tGE4TAMA
RODA LLC: Seeks Access to $308,700 of Cash Collateral
-----------------------------------------------------
RODA, LLC asks the U.S. Bankruptcy Court for the District of Oregon
for authority to use up to $308,700 of cash collateral and provide
adequate protection.
The Debtor requires the use of rents and cash generated from the
Debtor's business to pay operating expenses.
The entities that may claim a lien in the cash collateral are
PC0120N Joint Venture and Washington County Assessment & Taxation.
The Debtor is a holding company of certain real property and a
structure that houses an ice arena open to the general public and,
additionally, offers commercial office space located at 20407 SW
Borchers Dr., Sherwood, Washington County, Oregon. Oregon Ice
Entertainment, Inc. leases most of the Debtor's facility and
operates the ice arena, which specializes in figure skating and
hockey skating lessons and is host to adult hockey made up of 60
teams playing in nine separate divisions.
As adequate protection, the Debtor proposes to grant each of them a
replacement lien on all of the post-petition property of the same
nature and kind in which each of them has a pre-petition line or
security interest. The replacement liens will have the same
relative priority vis-a-vis one another as existed on the petition
date with respect to the original liens.
The Debtor will make adequate protection payments of $35,000 per
month to Precision Capital beginning on March 15, 2023, and on the
15th of each consecutive month during the Budget Period. The
payments are to be held by Precision Capital as additional
collateral and only applied under the terms of a further Court
order or the terms of a confirmed Plan of Reorganization.
Washington County is adequately protected for use of the cash
collateral by the substantial equity cushion which exists in the
Property. The Real Market Value (according to Washington County) of
the real property is $7.493 million as of the 2022-23 tax year. The
amount owed to the Lien Creditor is approximately $169,944 which
translates to an equity cushion of approximately 97.73%, which more
than adequately protects the Lien Creditor.
A hearing on the matter is set for February 28, 2023 at 1:30 p.m.
A copy of the motion is available at https://tinyurl.com/4x472ar5
from PacerMonitor.com.
About Roda, LLC
Roda, LLC is an Oregon limited liability company headquartered in
Washington County, Oregon. It is a holding company of certain real
property and a structure that houses an ice arena open to the
general public and, additionally, offers commercial office space
located at 20407 SW Borchers Dr., Sherwood, Washington County.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ore. Case No. 23-30250) on February 6,
2023. In the petition signed by Roy MacMillan, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Teresa H. Pearson oversees the case.
Douglas R. Ricks, Esq., at Vander Bos and Chapman, LLP, represents
the Debtor as legal counsel.
SHERLOCK STORAGE: Taps Victory Real Estate to Sell Montana Property
-------------------------------------------------------------------
Sherlock Storage, LLC received approval from the U.S. Bankruptcy
Court for the District of Montana to employ Victory Real Estate,
LLC.
The Debtor requires a real estate agent to assist in the sale of
the Debtor's real property in Missoula County, Mont., and to
advertise for lease Unit F1 of the said property.
The firm will get a 6 percent commission from the sale and a 6
percent commission from the total lease payments for Unit F1.
Christopher Jones, owner of Victory Real Estate, 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:
Christopher Jones
Victory Real Estate, LLC
1817 South Ave W.
Missoula, MT 59801
Tel: (406) 360-0763
Email: chrisvictoryre@gmail.com
About Sherlock Storage
Sherlock Storage, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-90150) on Oct.
4, 2022, with $1 million to $10 million in both assets and
liabilities. Judge Benjamin P. Hursh oversees the case.
Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices and
Cappis Consulting & Tax, LLC serve as the Debtor's legal counsel
and accountant, respectively.
ST. CHARLES MEMORY CARE: Files for Chapter 11 Bankruptcy
--------------------------------------------------------
St. Charles Memory Care LLC filed for chapter 11 protection in the
Northern District of Texas.
The Debtor on the Petition Date filed motions to use cash
collateral and pay prepetition employee wages. An expedited
hearing is necessary so that the Feb. 8, 2023, payroll can be made
and for the continued operation of the Debtor's business.
According to court filings, St. Charles Memory Care estimates $10
million to $50 million in debt to 1 to 49 creditors. The petition
states that funds will be available to unsecured creditors.
About St. Charles Memory Care
St. Charles Memory Care LLC --
https://autumnleaves.com/communities/charles -- provides assisted
living, memory care, Alzheimer's and dementia care. Autumn Leaves
communities provide beautiful settings, compassionate care & highly
trained staff.
St. Charles Memory Care LLC filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
23-40253) on Jan. 27, 2023. In the petition filed by Tracy
Bazzell, as agent, the Debtor reported assets between $1 million
and $10 million and liabilities between $10 million and $50
million.
The case is overseen by Honorable Bankruptcy Judge Mark X Mullin.
The Debtor is represented by:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1900 Enchanted Way, Suite 200
Grapevine, TX 76051
TD HOLDINGS: Katie Ou Has 8% Equity Stake as of Jan. 30
-------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Katie Ou disclosed that as of Jan. 30, 2023, she
beneficially owns 11,442,996 shares of common stock of TD Holdings,
Inc., representing 8 percent of the shares outstanding. The
percentage is calculated on the basis of the sum of (i) 107,911,081
shares of common stock of the Issuer issued and outstanding as of
Jan. 24, 2023, and (ii) 35,000,000 shares of common stock to be
issued pursuant to the Securities Purchase Agreement.
On Jan. 9, 2023, Ms. Ou entered into that certain securities
purchase agreement with the Issuer. Pursuant to the Securities
Purchase Agreement, Ms. Ou acquired 9,000,000 shares of common
stock, par value $0.001 per share, of the Issuer at a purchase
price of US$1.21 per share on Jan. 30, 2023. Prior to such
purchase, the Reporting Person purchased a total of 2,442,996
shares of Common Stock of the Issuer through private placement
transactions. As of Feb. 3, 2023 (the date of this report), the
Reporting Person holds a total of 11,442,996 shares of Common Stock
of the Issuer.
The Reporting Person used her own cash on hand for the purchase of
all of the shares.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1556266/000121390023007976/ea172448-13da2ou_tdhold.htm
About TD Holdings
Headquartered in Shenzhen, Guangdong, PRC, TD Holdings, Inc. --
visit http://ir.tdglg.com--is a service provider currently
engaging in commodity trading business and supply chain service
business in China. Its commodities trading business primarily
involves purchasing non-ferrous metal product from upstream metal
and mineral suppliers and then selling to downstream customers.
Its supply chain service business primarily has served as a
one-stop commodity supply chain service and digital intelligence
supply chain platform integrating upstream and downstream
enterprises, warehouses, logistics, information, and futures
trading.
TD Holdings reported a net loss of $940,357 for the year ended Dec.
31, 2021, a net loss of $5.95 million for the year ended Dec. 31,
2020, and a net loss of $6.94 million for the year ended Dec. 31,
2019. As of Sept. 30, 2022, the Company had $260.98 million in
total assets, $26.51 million in total liabilities, and $234.47
million in total equity.
TEHAMA INC: Gets CCAA Initial Stay Order; Deloitte as Monitor
-------------------------------------------------------------
Tehama Inc. sought and obtained protection pursuant to the
Companies' Creditors Arrangement Act ("CCAA") before the Ontario
Superior Court of Justice ("Court").
Deloitte Restructuring Inc. has been appointed as monitor in the
Company's CCAA proceedings ("Monitor") pursuant to the Initial
Order of the Court dated Jan. 20, 2023 ("Initial Order").
According to the Company, it currently has liabilities exceeding $5
million, is insolvent, is a company to which the CCAA applies, and
is facing a liquidity crisis. Without interim financing and
creditor protection, the Company will be unable to operate in the
ordinary course of business. Additional funding will be needed by
the Company in order to provide it with sufficient liquidity to
operate, make critical payables, including payroll, and undertake
the proposed restructuring process, including the implementation of
a sale and investment solicitation process ("SISP").
Copies of the Initial Order and the Company's application materials
have been posted on the Monitor's website at:
http://www.insolvencies.deloitte.ca/en-ca/Tehama. The Monitor will
post additional documents, including its reports to the Court on
the Monitor's Website as they become available, and interested
parties are encouraged to refer to the Monitor's Website frequently
for updates on the status of Tehama's CCAA proceedings.
The Initial Order provides, among other things, for a stay of
proceedings until Jan. 30, 2023 ("Stay Period"). The Stay Period
may be extended by the Court from time to time. During the Stay
Period, all parties are prohibited from commencing or continuing
legal or enforcement actions against the Company and all rights
and remedies of any party against or in respect of the Company or
its assets are stayed and suspended except with the written consent
of the Company and the Monitor or leave of the Court.
Pursuant to the Initial Order, parties having oral or written
agreements with Tehama for the supply of goods and/or services are
restrained until further order of the Court from discontinuing,
altering, interfering with or terminating the supply of such goods
or services as may be required by Tehama, provided that the normal
prices or charges for such goods or services provided after Jan.
20, 2023 are paid by Tehama in accordance with normal payment
practices, or as may be agreed among the supplier or service
provider, Tehama and the Monitor, or as may be ordered by the
Court.
The Initial Order prohibits Tehama from making payment on amounts
relating to the supply of goods and services prior to Jan. 20,
2023. Pursuant to the Initial Order, you are not required to extend
further credit.
Included in this package is a list of creditors with claims
exceeding $1,000 and was prepared based on information available
from the Company's books and records as of Jan. 20, 2023.
Creditors are not required to file a proof of claim at this time.
The Monitor can be reached at:
Deloitte Restructuring Inc.
700, 850 2 Street SW
Calgary, AB T2P 0R8
Tel: 403-267-0501
Fax: 403-718-3681
Lawyers for the Company:
Dentons Canada LLP
77 King Street West, Suite 400
Toronto-Dominion Centre
Toronto, ON M5K 0A1
Robert Kennedy, Esq.
Tel: 416-367-6756
Fax: 416-863-4592
Email: robert.kennedy@dentons.com
Chase Irwin, Esq.
Tel: 1-613-783-9642
Email: chase.irwin@dentons.com
Mark A. Freake, Esq.
Tel: 416-863-4456
Email: mark.freake@dentons.com
Lawyers for the Monitor:
Goodmans LLP
Attn: Joe Latham
333 Bay Street
Toronto, ON M5H 2S7
Tel: 416-597-4211
Email: jlatham@goodmans.ca
Tehama Inc. provides "desktop as a service" (DaaS) platform which
enables customers to utilize cloud-based virtual offices, rooms,
and desktops from anywhere in the world.
TESSEMAE'S LLC: Court OKs $650,000 DIP Loan from Tesse Fund
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, authorized Tessemae's LLC to use cash collateral and
obtain post-petition secured financing, on an interim basis, from
an entity called TESSE FUND I, LLC.
The Debtor is permitted to borrow up to $650,000 from Tesse Fund in
accordance with the DIP Credit Agreement and the Interim Order
through the date of the Final Hearing, set for February 16, 2023 at
10:30 a.m.
The DIP loan is secured by security interests in and liens upon all
of the Collateral pursuant to Sections 364(c)(2) and 364(c)(3) of
the Bankruptcy Code, priming only MCDJR-TESSE, LLC, and PMCDTESSE,
LLC, as well as entities CE CID and LEC.
The Debtor entered into a $1.25 million debtor-in-possession credit
facility with MCDJR-TESSE and PMCDTESSE. The Tesse Fund is an
entity affiliated with MCDJR and PMCD.
The DIP Credit Facility will be used to fund necessary and ordinary
course of business expenses, as well as expenses of the Chapter 11
case to the extent approved by the Court.
The Debtor requires the use of cash collateral to operate its
business in the ordinary course of its business without the
financing.
As adequate protection for the diminution in value of their
interests in the Pre-Petition Collateral, on account of the
Debtor's use of such Pre-Petition Collateral, the imposition of the
automatic stay and the subordination to the Carve Out Expenses, the
Tesse Fund is granted pursuant to Sections 361 and 363 of the
Bankruptcy Code, valid, binding, enforceable and perfected
replacement liens upon and security interests in all Collateral to
the extent of the Diminution Amount. The Replacement Lien will (i)
be junior and subordinate only to the Carve-Out Expenses, the other
Permitted Liens and Claims, and the liens and security interests
granted to Tesse Fund in the Collateral securing the Post-Petition
Obligations and (ii) otherwise be senior to all other security
interests in, liens on, or claims against any of the Collateral.
As adequate protection for the diminution in value of their
interests in the Pre-Petition Collateral on account of the
Debtor's use of Pre-Petition Collateral, the imposition of the
automatic stay and the subordination to the Carve-Out-Expenses, the
Tesse Fund is granted as and to the extent provided by Section
507(b) of the Bankruptcy Code an allowed superpriority
administrative expense claim in the case and any Successor Case.
The Adequate Protection Superpriority Claim will be junior only to
the Carve-Out Expenses and will otherwise have priority over all
administrative expense claims and unsecured claims against the
Debtor and its Estate now existing or hereafter arising, of any
kind or nature whatsoever.
As further adequate protection, the Debtor is authorized to provide
adequate protection to Tesse Fund in the form of payment of
interest, fees and other amounts due under the DIP Credit
Agreement, at the times specified therein, to Tesse Fund, but not
during the Interim Financing Period.
A copy of the Interim Order is available at https://bit.ly/3x86EtY
from PacerMonitor.com.
About Tessemae's LLC
Tessemae's LLC is a flavor-forward food company that makes
clean-label, organic salad dressing. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case
No. 23-10675) on February 1, 2023. In the petition signed by Demian
Costa, chief strategy officer, the Debtor disclosed up to $10
million in assets and up to $50 million in liabilities.
Judge Nancy V. Alquist oversees the case.
Gary H. Leibowitz, Esq., at Cole Schotz P.C., is the Debtor's legal
counsel.
DIP Lenders TESSE FUND I, LLC, MCDJR-TESSE, LLC and PMCDTESSE, LLC,
are represented by:
Richard L. Costella, Esq.
Tydings & Rosenberg LLP
One East Pratt Street, Suite 901
Baltimore, MD 21202
E-mail: rcostella@tydings.com
TFRC ENTERPRISES: Files for Chapter 11; Receiver Seeks Dismissal
----------------------------------------------------------------
TFRC Enterprises LLC filed for Chapter 11 protection in the
Southern District of Texas.
According to court filings, TFRC Enterprises estimates $1 million
to $10 million in debt to 1 to 49 creditors. The petition states
that funds will be available to unsecured creditors.
Seth Kretzer, the state court-appointed receiver, filed an
emergency motion to dismiss the voluntary Chapter 11 petition as an
unauthorized and bad faith filing.
On Dec. 13, 2022, Mr. Kretzer was appointed as a turnover receiver
over judgment debtor Richard J. Whitmore, II in the state court
post-judgment action, Shaw v. Whitmore, No. 2014-01425A (11th Dist.
Ct., Harris Cty. Tex.).
The Receiver asks the Court to dismiss the Chapter 11 petition
filed by judgment debtor Richard J. Whitmore, II, as the sole
member of TFRC Enterprises LLC, because Mr. Whitmore has no
authority to file a bankruptcy petition or retain counsel on behalf
of TFRC Enterprises LLC. The state court receivership order
divested Mr. Whitmore of any authority to file bankruptcy on behalf
of TFRC Enterprises LLC.
The Hon. Kristin Hawkins of the 11th Civil Court of Harris County,
signed an order on January 24, 2023 which authorized the
undersigned receiver to engage a realtor to sell a passel of rental
properties in Sealy, Texas. This realtor intended to list and
market the properties on the website the first week of February.
However, this realtor is now not able to complete the task he was
engaged to do because of the unauthorized petition sub judice.
About TFRC Enterprises
TFRC Enterprises LLC owns in fee simple titles 21 properties
located in various locations in Texas having a total value of $2.72
million.
TFRC Enterprises filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
23-60006) on Jan. 28, 2023. In the petition filed by Richard J.
Whitmore, II, as managing member, the Debtor reported total assets
of $2,802,238 and total liabilities of $435,493.
The case is handled by Honorable Bankruptcy Judge Christopher M.
Lopez.
The Debtor is represented by:
Richard L Fuqua, II, Esq.
Fuqua & Associates, PC
22214 Highland Knolls, Suite 120
Katy, TX 77450
Tel: (713) 960-0277
Fax: (713) 960-1064
Email: RLFuqua@FuquaLegal.com
TRAVERSE MIDSTREAM: Moody's Raises CFR to B2, Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Traverse Midstream Partners
LLC's corporate family rating to B2 from B3. At the same time,
Moody's assigned a B2 rating to Traverse Midstream's proposed $1.28
billion senior secured term loan B maturing in 2028. The outlook is
stable.
Proceeds from the proposed term loan will be used to repay its
existing Term Loan B, pay down outstanding borrowings under its
Super Senior Revolving Credit Facility, and cover transaction fees
& expenses. "The proposed transaction refinances Traverse
Midstream's entire debt load, substantially improving its debt
maturity profile," said Senior Credit Officer John Thieroff.
"Traverse Midstream will also benefit from the added liquidity
achieved by terming out the borrowings under its fully drawn
revolver. Though leverage remains high, the company's capital needs
are limited and the cash flow generation from its equity stakes in
two gas pipelines is highly consistent."
Upgrades:
Issuer: Traverse Midstream Partners LLC
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD
from B3-PD
Assignments:
Issuer: Traverse Midstream Partners LLC
Senior Secured Term Loan B, Assigned B2 (LGD4)
Outlook Actions:
Issuer: Traverse Midstream Partners LLC
Outlook, Remains Stable
RATINGS RATIONALE
Traverse Midstream's B2 CFR is supported by the stable cash flow
generated by its 35% non-operating ownership interest in Rover
Pipeline LLC (Rover), which it owns through wholly-owned Traverse
Rover LLC and Traverse Rover II LLC, and secondarily by its 25%
non-operating interest in the Ohio River System LLC (ORS) natural
gas trunk pipeline. Both of these assets provide critical egress
from the transportation-constrained Appalachian basin and benefit
from long-term contracts that cover a high percentage of capacity.
Rover's contribution to Traverse Midstream's consolidated EBITDA
far outdistances that of ORS, and is the principal source of cash
flow influencing its ratings.
The rating is constrained by the company's high debt leverage, with
debt/EBITDA likely to remain above 6x and FFO/debt below 10% into
2024. Leverage will gradually improve, the function of a cash flow
sweep of 75% of available cash to the extent leverage exceeds 4.5x.
Under the Rover joint venture agreement, Rover is required to
distribute all free cash flow to its partners. Rover and ORS
themselves are unlevered. Current contracted firm transportation
volumes on Rover account for almost 90% of Rover's 3.425 billion
cubic feet per day (Bcfd) authorized capacity, and are buttressed
by long-dated, take-or-pay shipper contracts with an average
remaining life of about 11 years. However, the weighted average
rating of Rover's contracted shippers of Ba2 is a constraint
implicit in Traverse Midstream's rating.
The ratings also reflect the incorporation of the Minority Holding
Companies Methodology as a secondary methodology into the analysis
of Traverse Midstream. The methodology describes the general
principles for assessing entities such as Traverse Midstream whose
activities are limited to owning non-controlling interests in
non-financial corporate entities. Considerations discussed in the
methodology include subordination risk between the non-controlling
owner and the underlying operating company, the stability of the
operating company's distributions and coverage, and the extent of
the non-controlling owner's influence on the governance of the
operating company. Traverse Midstream's ratings are notched from
Rover's credit profile which incorporates the credit quality of its
shipper counterparties. The ratings also consider Traverse
Midstream's strong ability to influence the joint ventures. It has
blocking rights that prohibit key changes at the Rover level
including debt incurrence, asset sales, changes in project scope
and any modification of distribution policies.
The proposed $1.28 billion Term Loan maturing in February 2028 is
rated B2, the same as the CFR. The $50 million Revolver expiring in
2028 has a super priority preference over the Term Loan. However,
given small size of the Revolver as compared to the Term Loan, the
Term Loan is rated the same as the CFR.
Traverse Midstream's liquidity is adequate. It maintains a $50
million super priority senior secured revolving credit facility
established for additional short-term liquidity, which will be
undrawn at the close of the proposed offering (currently fully
drawn.) The stable nature of Traverse Midstream's cash flow and
minimal maintenance capital needs provide the company with
sufficient cash to consistently meet its ordinary needs. The
proposed term loan has an excess cash flow sweep of 75% (changed
from the prior 100% requirement) when debt/EBITDA exceeds 4.5x,
modestly improving Traverse Midstream's ability to build cash on
its balance sheet. Both the Term Loan B and the secured revolver
share a 1.4x minimum debt service coverage ratio covenant, which
Moody's expects to be met. The revolver expires in 2028, also when
the proposed term loan matures.
Traverse Midstream's stable outlook reflects the predictable nature
of its cash flow and Moody's expectation that leverage will
continue to gradually improve.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Prospects for a ratings upgrade over the near-term are limited by
Traverse Midstream's high leverage and the gradual pace of expected
deleveraging. Debt/EBITDA below 5.5x or FFO/debt above 10% could
support a rating upgrade. Ratings could be downgraded if Traverse
Midstream if leverage increases above 7x or if the credit quality
of Rover's contracted shippers deteriorates markedly.
Traverse Midstream Partners LLC is wholly-owned by The Energy and
Minerals Group (EMG. Founded in 2006, EMG is a private equity firm
based in Houston, Texas which invests in companies operating in the
natural resources, energy, infrastructure, mining and minerals
sectors.
The principal methodology used in these ratings was Natural Gas
Pipelines published in July 2018.
TREES CORP: CFO Resigns; Interim Replacement Named
--------------------------------------------------
Edward Myers, 63, was appointed as the interim chief financial
officer of Trees Corporation. The Board also designated Mr. Myers
as the Company's principal financial officer and principal
accounting officer. Mr. Myers currently also serves as the
Company's chief operating officer.
Mr. Myers has an existing Consulting Agreement with the Company;
this agreement remains unchanged.
There are no family relationships between Mr. Myers and any
director, executive officer, or any person nominated or chosen by
the Company to become a director or executive officer.
On Feb. 3, 2023, Jessica Bast resigned as the Company's chief
financial officer. Ms. Bast's resignation was not related to any
disagreement with the Company regarding any matter relating to the
Company's operations, policies or practices, according to the
Company's Form 8-K filed with the Securities and Exchange
Commission.
About Trees Corp
Headquartered in Denver, Colorado, Trees Corporation (formerly
known as General Cannabis Corp) -- provides services and products
to the regulated cannabis industry. The Company is a trusted
partner to the cultivation, production and retail sides of the
cannabis business.
General Cannabis reported a net loss of $8.87 million for the year
ended Dec. 31, 2021, compared to a net loss of $7.68 million for
the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company
had $27.79 million in total assets, $19.45 million in total
liabilities, and $8.34 million in total stockholders' equity.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 25, 2022, citing that the Company has suffered
recurring losses from operations and has negative working capital
that raise substantial doubt about its ability to continue as a
going concern.
UNITED AIRLINES: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service affirmed its ratings of United Airlines
Holdings, Inc. ("Parent") and United Airlines, Inc. ("United"),
including the Ba2 Corporate Family Rating, Ba2-PD Probability of
Default Rating, the Ba1 senior secured and the Ba3 senior unsecured
ratings and all but two tranches of the company's rated Enhanced
Equipment Trust Certificates. Moody's also affirmed the Baa3
rating assigned to the senior secured debt obligations of
wholly-owned subsidiary, Mileage Plus Holdings, LLC ("MPH") and
downgraded the ratings of the Class A and Class B of the company's
Series 2016-2 enhanced equipment trust certificates ("EETCs") to
Baa3 from Baa2 and to Ba2 from Ba1, respectively. The rating
outlooks for Parent and United were changed to stable from negative
and remained stable for MPH.
The affirmation of the Ba2 CFR and change in outlook to stable
reflect Moody's belief that United's credit metrics will strengthen
through 2023 and remain about steady in 2024, notwithstanding the
about $18 billion of capital investment the company has planned for
this year and next. Moody's anticipates that United will fund a
portion of its new aircraft deliveries with debt. This will offset
aggregate debt amortization of $6.9 billion and limit debt
reduction in the next 24 months. However, Moody's projects a
significant increase in operating profits and EBITDA, which will
lower financial leverage towards 3.5x from near 6x at the end of
2022. Higher earnings and operating cash flow will lift other
credit metrics as well. United's strong liquidity, anchored by
$16.4 billion of cash at the end of 2022, provides a large buffer
in the event operating cash flow materially trails Moody's
projections. Additionally, there is the potential for capital
investment to lag the planned amount. Moody's expects constraints
in the aerospace supply chain to persist through 2023, which will
reduce the number of aircraft deliveries the company receives
versus the current delivery plan.
The downgrades of the Series 2016-2 Class A and Class B EETCs
reflect increases in Moody's estimates of the peak loan-to-value of
each tranche to above 100%.
Affirmations:
Issuer: United Airlines Holdings, Inc.
Corporate Family Rating, Affirmed Ba2
Probability of Default Rating, Affirmed Ba2-PD
Senior Unsecured Shelf, Affirmed (P)Ba3
Backed Senior Unsecured Regular Bond/Debenture,
Affirmed Ba3 (LGD5)
Issuer: United Airlines, Inc.
Backed Senior Secured Bank Credit Facility,
Affirmed Ba1 to (LGD3) from (LGD2)
Backed Senior Secured Regular Bond/Debenture,
Affirmed Ba1 to (LGD3) from (LGD2)
Senior Secured Enhanced Equipment Trust
Ser. 2018-1 Cl. B due Sep 1, 2027, Affirmed Baa3
Senior Secured Enhanced Equipment Trust
Ser. 2018-1 Cl. AA due Sep 1, 2031, Affirmed A2
Senior Secured Enhanced Equipment Trust
Ser. 2016-1 Cl. AA due Jan 7, 2030, Affirmed A2
Senior Secured Enhanced Equipment Trust
Ser. 2019-2 Cl. AA due Nov 1, 2033, Affirmed A2
Senior Secured Enhanced Equipment Trust
Ser. 2016-2 Cl. AA due Apr 7, 2030, Affirmed A3
Senior Secured Enhanced Equipment Trust
Ser. 2020-1 Cl. A due Apr 15, 2029, Affirmed A3
Senior Secured Enhanced Equipment Trust
Ser. 2015-1 Cl. AA due Jun 1, 2029, Affirmed A2
Senior Secured Enhanced Equipment Trust
Ser. 2019-1 Cl. AA due Feb 25, 2033, Affirmed A2
Senior Secured Enhanced Equipment Trust
Ser. 2016-1 Cl. B due Jul 7, 2027, Affirmed Ba1
Senior Secured Enhanced Equipment Trust
Ser. 2018-1 Cl. A due Sep 1, 2031, Affirmed Baa1
Senior Secured Enhanced Equipment Trust
Ser. 2012-1 Cl. A due Apr 11, 2024, Affirmed Baa2
Senior Secured Enhanced Equipment Trust
Ser. 2012-2 Cl. A due Apr 29, 2026, Affirmed Baa2
Senior Secured Enhanced Equipment Trust
Ser. 2016-1 Cl. A due Jan 7, 2030, Affirmed Baa2
Senior Secured Enhanced Equipment Trust
Ser. 2019-2 Cl. A due Nov 1, 2029, Affirmed Baa1
Senior Secured Enhanced Equipment Trust
Ser. 2019-2 Cl. B due Nov 1, 2029, Affirmed Baa3
Senior Secured Enhanced Equipment Trust
Ser. 2020-1 Cl. B due Jul 15, 2027, Affirmed Baa2
Senior Secured Enhanced Equipment Trust
Ser. 2019-1 Cl. A due Feb 25, 2033, Affirmed Baa1
Issuer: CLEVELAND (CITY OF) OH
Senior Unsecured Revenue Bonds, Affirmed Ba3 (LGD5)
Issuer: DENVER (CITY & COUNTY OF) CO
Backed Senior Unsecured Revenue Bonds, Affirmed Ba3 (LGD5)
Issuer: Hawaii Department of Transportation
Senior Unsecured Revenue Bonds, Affirmed Ba3 (LGD5)
Issuer: Houston (City of) TX
Senior Unsecured Revenue Bonds, Affirmed Ba3 (LGD5)
Issuer: NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY
Senior Unsecured Revenue Bonds, Affirmed Ba3 (LGD5)
Issuer: Mileage Plus Holdings, LLC
Backed Senior Secured Bank Credit Facility, Affirmed Baa3
Backed Senior Secured Regular Bond/Debenture, Affirmed Baa3
Downgrades:
Issuer: United Airlines, Inc.
Senior Secured Enhanced Equipment Trust
Ser. 2016-2 Cl. B due Apr 7, 2027, Downgraded
to Ba2 from Ba1
Senior Secured Enhanced Equipment Trust
Ser. 2016-2 CI. A due Apr 7, 2030, Downgraded
to Baa3 from Baa2
Outlook Actions:
Issuer: United Airlines Holdings, Inc.
Outlook, Changed To Stable From Negative
Issuer: United Airlines, Inc.
Outlook, Changed To Stable From Negative
Issuer: Mileage Plus Holdings, LLC
Outlook, Remains Stable
RATINGS RATIONALE
The Ba2 CFR reflects United's favorable business profile as a
leading global airline. Moody's believes United's financial
performance will improve during the next 24 months, as long-haul
international travel continues to recover globally. United operated
the largest international network of the US' big three airlines and
also across the Pacific before the pandemic and will continue to do
so going forward. The larger reliance on the Pacific and the later
removal of entry requirements by certain Asian countries (e.g.,
South Korea, Japan, and China) compared to other major markets
across the globe have slowed the full recovery of United's
international passenger volumes. Moody's expects a good recovery
for United as long-haul international travel and business travel
continue their recovery into 2024.
Moody's projections incorporate a $2.5 billion increase in labor
expense for 2023 and assume an average jet fuel price of $3.00 per
gallon (about $90 per barrel of Brent). The company's large cash
balance will support its financial position in the event earnings
and operating cash flow trail Moody's expectations. Declines in air
travel demand or pricing – measured by passenger revenue per
available seat mile ("PRASM"), too much growth in industry capacity
and potential for higher-than-expected jet fuel prices are risks
Moody's considers in the Ba2 rating.
The SGL-1 Speculative Grade Liquidity rating reflects United's very
good liquidity. Moody's projects cash to remain above $13 billion
through 2023 while the company funds about $3 billion of
contractual debt repayments and upwards of $9 billion of scheduled
capital investment.
The ratings of the company's various EETCs reflect Moody's
estimates of the respective loan-to-values of each tranche and the
importance of the aircraft collateral to the company's operations.
The Baa3 senior secured rating of MPH considers the importance of
the Mileage Plus co-brand program to United's franchise, operations
and cash flows. Credit card charge volume and cash flows remain
strong, providing comfortable debt service cushion. The Baa3 rating
is one notch above the rating assigned to the company's other
senior secured obligations, reflecting Moody's view of a lower
probability of default given the importance of the program's cash
flows and the transaction's structure. The loyalty program
financing utilizes bankruptcy remote, special purpose Cayman Island
issuers, license and sub-licenses of the program's intellectual
property, lock boxes for cash collections and payment guarantees
from United and Parent. Moody's believes that United would quickly
affirm the transaction's sub-license of intellectual property
should it file for a reorganization under Chapter 11 of the US
Bankruptcy Code, in order to maintain timely access to the
program's cash flows, which will remain core to funding the
airline's operations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if EBITDA margin is sustained above
18%, debt-to-EBITDA below 3.0x and funds from operations plus
interest-to-interest above 7x. The ratings could be downgraded if
Moody's expects debt-to-EBITDA and funds from operations plus
interest-to-interest to be sustained above 4.5x and below 4.0x,
respectively. Cash plus revolver availability that is sustained
below $10 billion while reported debt remains above $25 billion
could also pressure the ratings.
Any combination of future changes in the underlying credit quality
or ratings of United, the importance of particular aircraft models
to United's network, or in Moody's estimates of aircraft market
values that affect estimates of loan-to-value, can result in
changes to EETC ratings.
The principal methodology used in rating United Airlines Holdings,
Inc. and Mileage Plus Holdings, LLC was Passenger Airlines
published in August 2021.
United Airlines Holdings, Inc. (NASDAQ: UAL) is the holding company
for United Airlines, Inc. Revenue was $45 billion in 2022.
VARSITY BRANDS: S&P Affirms 'B-' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Varsity Brands Holding Co. Inc. and Hercules Achievement Inc.
(collectively Varsity Brands) and its 'B-' issue-level rating on
its $150 million senior secured notes. S&P revised its rounded
recovery estimate on the first-lien secured debt to 55% from 65%
because the facility is being amended to permit $350 million of
priority debt. At the same time, S&P assigned its 'B-'issue-level
and '3' recovery rating to the company's proposed first-lien term
loan.
The stable outlook reflects S&P's expectation that the company will
continue to improve profitability and effectively manage its
working capital while deleveraging to the low-8x area over the next
12 months from the low-9x area pro forma for the transaction.
The proposed transaction pushes out Varsity Brands' next material
debt maturity by two years to December 2026, significantly reducing
refinancing risk over the near term.
Varsity Brands Holding Co. Inc. and Hercules Achievement Inc.
(collectively Varsity Brands) plan to amend their $1.3 billion
first-lien term loan and extend it by two years to December 2026.
Consenting first-lien term loan holders will be rolled into a new
first-lien term loan tranche. Concurrently, the company plans to
amend its $620 million second-lien term loan (not rated) and extend
it to 120 days past the maturity date of the extended first-lien
term loan. The company is also seeking to amend, extend, and
increase its $180 million asset-based lending (ABL) facility
maturing in June 2024 (not rated) to $350 million maturing in June
2026.
S&P assumes any increase in total debt will be modest and limited
to the payment of transaction fees via an ABL draw.
S&P said, "While we think the transaction is credit positive, we
note that it entails higher interest costs, effectively increasing
the company's annual cash interest expense by about $20 million.
Additionally, Varsity will pay a substantial fee to the consenting
and new term loan lenders, which it intends to fund via cash and an
ABL draw. Our adequate liquidity assessment reflects our
expectation that the company will be able to upsize the ABL
facility in a reasonable time frame following the term loan
extensions. We could revise our liquidity assessment to less than
adequate if the company cannot upsize and extend the ABL over the
near term at the terms provided to us. As part of our rating, we
also expect the company to successfully extend the majority of its
second-lien term loan, so it does not trigger the springing
maturity on its new first-lien term loan.
"Further, we assume the aggregate amount of the extended first-lien
term loan facility and existing (non-consenting) first-lien term
loan facility will not exceed $1.33 billion, though the company
could upsize the extended facility to take out some or all of the
senior secured notes dollar for dollar. Therefore, we view this as
a minimally leveraging transaction."
Varsity's operating performance has improved, but its credit
metrics and free operating cash flow (FOCF) are trending below our
expectations.
S&P said, "The company's leverage and FOCF are trending weaker than
our previous forecasts, mainly because it had high working capital
outflows in 2022, which it funded by drawing on its ABL, and some
material one-off expenses, including consulting fees. Varsity
disclosed that some of its elevated working capital usage was
related to the timing of its accounts receivable and higher
inventory build. We believe the company will maintain its growth
momentum in 2023, especially in its BSN Sports and Varsity Spirits
segments, supported by distribution gains and its expansion into
new categories. While margins have declined over the past couple of
years, we expect the company will be able to strengthen margins as
inflationary conditions ease and it expands higher-margin private
label sales, especially in its BSN Sports segment.
"We estimate the company's FOCF will at least reach break-even in
2023 supported by a normalization of its working capital, top-line
growth, and margin expansion."
S&P's ratings assume no material unfavorable litigation outcomes.
In January 2023, Varsity Brands announced that it had reached a
preliminary settlement in the first of three putative class-action
lawsuits that allege the company monopolizes the nationwide
cheerleading competition and apparel markets. The alleged
anticompetitive behaviors include increasing prices on cheerleading
events after acquiring its largest competitors and forcing teams to
stay at company-approved hotels to participate in competitions. The
settlement must still be approved by the Court. S&P said, "While we
believe the potential monetary damages will not be significant, we
estimate they will weigh on its cash flow in 2023. We understand
that the settlement will not result in any material structural
changes to the company's operations. Separately, Varsity is a
defendant in a civil negligence case in connection with the alleged
criminal conduct of an individual previously affiliated with the
company. Our base-case forecast assumes no material adverse
litigation outcomes that would impair Varsity Brands' business or
credit metrics, though it remains a risk."
The stable outlook reflects S&P's expectation that the company will
continue to improve profitability and effectively manage its
working capital while deleveraging to the low-8x area over the next
12 months from the low-9x area pro forma for the transaction.
S&P could lower the rating over the next 12 months if it determines
that Varsity Brands' capital structure is unsustainable. This could
occur if:
-- Its profitability and FOCF do not rebound in line with S&P's
expectations, especially in the higher-margin Varsity Spirit and
Herff Jones segments, causing it to sustain EBITDA cash interest
coverage in the low-1x area;
-- The company cannot manage its supply chain or elevated working
capital balances effectively; or
-- Its liquidity weakens materially.
In addition, S&P will continue to monitor the developments in the
ongoing legal actions against the company and could take a rating
action if new, substantially negative information becomes
available.
Although unlikely, S&P could raise its ratings over the next 12
months if the company performs better than it expects such that:
-- It sustains S&P Global Ratings-adjusted leverage below 7x;
-- Its FOCF exceeds $50 million; and
-- S&P believes the risk of negative impacts from the ongoing
lawsuits have diminished substantially.
ESG credit indicators: E-2, S-2, G-3
VMR CONTRACTORS: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
VMR Contractors Inc. asks the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, for authority to
use cash collateral, pending a final hearing.
The Debtor requires the use of cash collateral to operate its
business and pay its employees.
The Debtor supplied and installed rebar for the Illinois Tollway,
but the payor is seven months late in paying the Debtor the
$667,000 it is owed. This has had a major impact on the Debtor's
business, making it difficult to pay its obligations. The Debtor
has been pushing to collect this receivable and is optimistic that
it will be paid soon, but creditors continue to pursue the Debtor.
The Debtor filed the bankruptcy case after the Internal Revenue
Service sent a notice of levy to the Debtor's payors and bank,
frustrating the Debtor's ability to continue operating. After the
filing, the IRS released its levy. The Debtor operated for several
weeks, but paused operations due to the slow down in work over the
Winter season and other issues. Now, the Debtor is resuming work on
various projects. To do that, the Debtor will need cash to pay
employees, buy supplies, and the like.
Several entities may claim an interest in the Debtor's cash
collateral. Those potential claimants are:
1. State of Illinois, which recorded state tax liens on April
28 and June 14, 2022, in the total amount of $32,346.
2. Internal Revenue Service, which recorded federal tax liens
with the Illinois Secretary of State, including a lien November 16,
2016, in the amount of $424,956.
3. Old National Bank, whose predecessor, Bridgeview Bank
Group, filed on August 1, 2018, a financing statement with the
Illinois Secretary of State as document number 023614561.
As adequate protection, the claimants will be granted replacement
liens on the same form and type of collateral securing the
claimants' claims as of the Petition Date.
A hearing on the matter is set for February 13, 2023 at 10 a.m.
A copy of the Debtor's motion and budget is available at
https://rb.gy/qlroqv from PacerMonitor.com.
The Debtor projects $509,023 in total income and $506,913 in total
expenses for the period from February 13 to 27, 2023.
About VMR Contractors
VMR Contractors is in the business of supplying and installing
rebar for road construction projects. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case
No. 22-14211) on December 8, 2022. In the petition signed by
Vincent Roberson, president, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Benjamin Goldgar oversees the case.
William J. Factor, Esq., at Factor Law, is the Debtor's legal
counsel.
W.R. GRACE: S&P Rates New $325MM Senior Secured Notes Due 2031 'B'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to W.R. Grace Holdings LLC's proposed $325 million
senior secured notes due 2031. The '3' recovery rating indicates
its expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of a payment default. S&P expects the company
will use the proceeds from these notes to redeem the outstanding
$299.4 million aggregate principal amount of its existing senior
secured notes due 2024, as well as the stub portion of its
remaining unsecured debt (also due in 2024).
S&P based its rating on the preliminary terms and conditions of the
issuance. S&P's 'B' issuer credit rating, negative outlook, and
existing 'B' issue-level rating on the company's $450 million
revolving credit facility, $1,450 million senior secured term loan,
and 2027 senior secured notes are unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's 'B' issue-level rating on the company's senior secured
debt, including W.R. Grace's revolving credit facility, term loan,
and senior secured notes, is unchanged. S&P's '3' recovery rating
is also unchanged, indicating its expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery in the event of a payment
default.
-- The borrower under the senior secured credit facility is W.R.
Grace Holdings LLC with subsidiary guarantees provided by each
direct and indirect, existing, and future materially wholly-owned
restricted domestic subsidiary, in addition to a parent guarantee
by W.R. Grace Midco Holdings LLC.
-- The facility is secured by a first-lien security interest in
substantially all property of the borrower and guarantors and ranks
pari passu with the senior secured notes. In addition to W.R. Grace
Holdings LLC, the revolver facility includes its subsidiary W.R.
Grace & Co.-Conn as a co-borrower.
-- S&P's 'CCC+' issue-level rating and '6' recovery rating on the
company's senior unsecured notes are also unchanged. The '6'
recovery rating indicates its expectation for negligible (0%-10%;
rounded estimate: 5%) recovery in the event of a payment default.
Simulated default assumptions
S&P's simulated default scenario contemplates an extended global
economic recession, rising raw material costs, and intensifying
competition that result in financial distress for the company if
the scenario continues for an extended period of time and it
materially uses its liquidity to fund cash shortfalls.
-- $450 million revolver is 85% utilized;
-- Six months of accrued and unpaid interest on all funded debt;
and
-- All scheduled principal amortization made up until the year of
default.
S&P said, "We estimate a $2 billion gross recovery value assuming
emergence EBITDA of $328 million and a 6.0x multiple. We anticipate
the company would be able to cut costs and rationalize its business
such that its profitability generally normalizes. Our 6.0x multiple
reflects the company's large market share and long-established
operating platform in the specialty chemicals space."
-- Year of default: 2026
-- EBITDA at emergence: $328 million
-- Implied enterprise value multiple: 6x
Simplified waterfall
-- Gross recovery value: $1,968 million
-- Less assumed estimated unfunded pension claims: $188 million*
-- Adjusted gross recovery value: $1,780 million
-- Less 5% administration expense: $89 million
-- Net recovery value (after 5% administrative expenses): $1,691
million
-- Valuation split (guarantor/nonguarantor): 60%/40%
-- Less: Unpledged 35% of foreign subsidiary stock: $218 million
-- First-lien recovery (including recovery on deficiency claims):
$1,583 million
-- First-lien debt outstanding at default: $2,734 million
--First-lien recovery expectations: 50%-70% (rounded estimate:
55%)
-- Unsecured recovery: $218 million
-- Total unsecured claims: $2,492 million
--Unsecured recovery expectation: 0%-10% (rounded estimate:
5%)
*S&P assumes unfunded pension claims of $56 million domestic and
$132 million foreign. Note: All debt amounts at default include six
months of accrued prepetition interest. Collateral value includes
asset pledges from obligors (after priority claims) including
equity pledges (subject to a limit of 65% of foreign stock
pledges).
WEST TECHNOLOGY: Moody's Rates New 2nd Lien Notes 'Caa2'
--------------------------------------------------------
Moody's Investors Service affirmed West Technology Group, LLC's B3
Corporate Family Rating and the B1 and Caa2 ratings for its first
lien credit facilities and senior unsecured notes, respectively,
and assigned a Caa2 rating to the company's proposed 2nd lien
notes. The ratings outlook is stable. West Technology was formerly
known as Intrado Corporation.
Affirmations:
Issuer: West Technology Group, LLC
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured 1st Lien Bank Credit Facility, Affirmed B1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD6)
Assignments:
Issuer: West Technology Group, LLC
Senior Secured 2nd Lien Global Notes, Assigned Caa2 (LGD5)
Outlook Actions:
Issuer: West Technology Group, LLC
Outlook, Remains Stable
RATINGS RATIONALE
On January 31, 2023, West Technology completed the sale of its
Safety business to Stonepeak Partners LP for $2.4 billion in gross
proceeds. The company intends to apply net proceeds from the
divestiture to repay approximately $2.1 billion of its outstanding
debt and augment its cash position. The new 2nd lien notes are
being issued in conjunction with the company's offer to repay a
portion of the outstanding senior unsecured notes and exchange the
remaining portion of the senior unsecured notes for the new 2nd
lien notes maturing in April 2027. Noteholders representing
approximately 96% of senior unsecured notes participated in the
debt exchange offer. The effect of these transactions will be to
reduce West Technology's leverage and extend debt maturities. The
affirmation of the B3 CFR reflects the completion of the
divestiture and debt exchanges that are consistent with Moody's
expectations on December 13, 2022, when the company's B3 CFR was
confirmed with a stable ratings outlook.
As part of the 1st lien debt repayment and debt exchange
transactions, West Technology's amended 1st lien credit agreement
will provide meaningful credit protections. These protections
include reductions in the restricted payments capacity such that no
dividends to shareholders will be permitted; reduced incremental
debt capacity; and, restrictions in the ability of the borrower to
transfer pledged assets to subsidiaries that do not pledge their
stock. The company's use of proceeds from the sale of Safety
business to reduce its very high levels of debt and additional
lender protections afforded in the amended credit agreement in
December 2022, positively influence the B3 rating. However, overall
governance considerations have a highly negative impact on West
Technology's credit profile (as reflected in the G-4 Governance
Issuer Profile Score), primarily from the company's history of
aggressive financial strategy and track record. The company has
operated with high debt levels since its LBO in 2017 and its
deleveraging has underperformed Moody's expectations.
The B3 CFR reflects West Technology's deleveraging and improved
liquidity after the divestiture of the Safety business and proposed
debt transactions. Based on the company's preliminary estimates of
EBITDA for 2022 and incorporating Moody's adjustments, total debt
to EBITDA (Moody's adjusted) on a continuing operations basis will
decline from around mid 10x to 9x, if very large amounts of
non-recurring costs are excluded. The divestiture of West
Technology's largest business with strong EBITDA profitability will
diminish its scale and diversity. However, the company's remaining
core business segments comprising Digital Workflows, Notified, and
Mosaicx will still have good operating scale with more than $520
million of revenues in 2022, and generate very good adjusted EBITDA
margins. Moody's expects revenue growth in core services to
increase from the mid-single digits in 2023, to the high single
digits over the next 2 to 3 years, driven by product enhancements
and increasing penetration of higher-value services offerings.
Pro forma for the transactions and based on the cash balances at
September 2022, West Technology will have adequate liquidity with
more than $410 million of cash balances and access to a $175
million revolving credit facility. The available liquidity provides
good cushion against the large non-recurring expenses related to
the winding down of its Enterprise Communications and Cloud
Collaboration services, which are being transitioned to third
parties, and incremental costs to prepare the core businesses for
potential future sale.
The B3 rating is constrained by West Technology's still very high
leverage that Moody's expects to decline to mid 6x by 2024,
assuming no changes in the portfolio of services. The rating
incorporates execution risk in the carve out of the largest
business as well as demonstrating accelerating growth in the core
services. West Technology's large non-recurring costs will
contribute to negative free cash flow in 2023, with a return to
breakeven to positive free cash flow by 2024. In addition, there
is uncertainty about the timing of further divestitures and the
value of proceeds, which can materially impact the credit profile
and debt service capacity of the remaining businesses.
The stable ratings outlook reflects Moody's expectations for
progressive improvements in free cash flow and deleveraging over
the next 12 to 24 months driven by revenue growth in the company's
core businesses and declining non-recurring expenses.
West Technology has not provided details of the cybersecurity
breach incident in late 2022 or the impact of this incident on its
businesses. The stable outlook is based on Moody's expectations
that direct as well as indirect impact from the breach will not be
material to the company's business and its financial profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade West Technology's ratings with sustained
revenue growth and improving profitability, total debt to EBITDA
(Moody's adjusted) declining to about 6x and free cash flow to debt
improving to about 5% on a sustained basis. Upward pressure could
also develop if the company significantly reduces total debt to
EBITDA from future asset sales, while maintaining good business
scale and liquidity. Conversely, the rating could be downgraded if
West Technology's liquidity becomes weak or anticipated revenue
growth in core businesses and improvements in free cash flow are
unlikely to materialize.
West Technology Group, LLC (f/k/a Intrado Corporation) is a
provider of technology-enabled communications services. It was
acquired by affiliates of Apollo Global Management, LLC in October
2017.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
WYTHE BERRY: Seeks Cash Collateral Access
-----------------------------------------
Wythe Berry Fee Owner LLC asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to use cash collateral
and provide adequate protection to Mishmeret Trust Company Ltd.,
solely in its capacity as Trustee of the Series C Bonds.
Fee Owner filed the request days after entering into a stipulation,
agreement and order with Mishmeret over the use of cash
collateral.
Fee Owner is the owner of the William Vale Hotel, which was
developed by Zelig Weiss and his partner, Yoel Goldman, and
completed in 2016. In 2017, Goldman and Weiss refinanced the
mortgage on the William Vale Hotel in a transaction in which:
(1) All Year Holdings Limited issued bonds on the Tel Aviv
Stock Exchange;
(2) All Year loaned the proceeds from the bond issuance to Fee
Owner, which loan was secured by a mortgage on the William Vale
Hotel; and
(3) Fee Owner leased the William Vale Hotel to an entity owned
by Weiss and Goldman, Wythe Berry LLC (Lessee).
The Debtor requires immediate access to liquidity to ensure it is
able to continue operating its business during the Chapter 11 Case,
to preserve the value of its estate for the benefit of all
parties-in-interest, and most importantly, to maximize value for
all constituents in the Chapter 11 proceeding by resolving key
issues under the Lease, conducting a sales process or negotiating a
plan of reorganization.
In February 2017, All Year issued Series C Debentures in the
original principal amount of NIS 617.97 million pursuant to a Deed
of Trust dated February 19, 2017. In connection with the issuance
of the Series C Bonds, on February 28, 2017, Fee Owner executed an
unsecured Guaranty of Payment in favor of Trustee with respect to
the Series C Bonds.
The rent payable pursuant to the Lease was structured to enable Fee
Owner to service that certain Amended and Restated Promissory Note,
dated as of February 28, 2017 in the original principal amount of
$166.32 million, which is secured by a mortgage against the William
Vale Hotel. The Note and the Mortgage were originally held by All
Year.
On March 16, 2021, by an assignment, Trustee acquired all right,
title, and interest in the Note and Mortgage from All Year.
Fee Owner's sole asset is the William Vale Hotel and its
surrounding complex, and Fee Owner's sole business is to lease that
asset, which Weiss touts as "Williamsburg's only true luxury
hotel."
On February 1, 2021, the Lessee breached the Lease when it failed
to make the $7.5 million rent payment when due. The Lessee's
failure to make its rent payment was also an Event of Default under
the Deed of Trust.
On February 11, 2021, Fee Owner advised the Lessee that rent was
due.
On May 5, 2021, Fee Owner served a Notice of Default on the Lessee
and Weiss, advising them the Lessee was in default of its
obligations to: (1) pay $7.5 million in rent due on February 1,
2021; and (2) provide Fee Owner with the financial reporting due
under the Lease.
On May 20, 2021, Fee Owner served a Notice of Cancellation and
Termination on the Lessee.
On December 6, 2021, the state court entered an order directing the
Lessee to make semi-annual use and occupancy payments of $7.5
million to Fee Owner starting February 1, 2022.
On February 1, 2022, the Lessee complied with the Payment Order and
paid Fee Owner $7.5 million, which amount was paid directly to the
Trustee. But on August 1, 2022, the Lessee failed to comply with
the Payment Order and did not make the $7.5 million payment owed to
Fee Owner.
On January 26, 2023, the Lessee made a $7.5 million payment to Fee
Owner pursuant to the Payment Order that had become due on August
1, 2022.
On February 1, 2023, the Lessee made another $7.5 million payment
to Fee Owner, pursuant the Payment Order and a Stipulation entered
into on January 26, 2023, between Fee Owner, the Lessee, and Weiss.
In addition, at least seven creditors of the Lessee or certain
subletters at the William Vale Hotel have filed mechanics' liens
against the property. One of the creditors, Schimenti Construction
Co. LLC, filed a lawsuit and notice of pendency against the Debtor
on November 2, 2022.
As adequate protection, the Debtor will pay to Mishmeret an amount
equal to $12.5 Million representing (i) the cash collateral held by
the Debtor in its Deposit Account as of the date thereof, less (ii)
the amount contained in the Budget, which payment will be applied
by the Trustee in accordance with the terms of the Mortgage,
reducing the amounts due thereunder, subject to Mishmeret's rights
under the Cash Collateral Order.
In addition, as adequate protection, the Trustee is granted a
post-petition claim against the Debtor's estate and (i) Adequate
Protection Liens, (ii) a Section 507(b) Claim, and (iii)
Information and Right to Access.
A hearing on the matter is set for March 2, 2023 at 2 p.m.
A copy of the motion is available at https://tinyurl.com/map4y6az
from PacerMonitor.com.
About Wythe Berry Fee Owner LLC
Wythe Berry Fee Owner LLC is the titular owner of a commercial real
property complex located in Brooklyn, New York, that includes The
William Vale Hotel, one of Brooklyn's few luxury hotels. Wythe
Berry Fee Owner is co-owned, indirectly, by Zelig Weiss and YGWV
LLC, a wholly owned, direct subsidiary of All Year Holdings
Limited, which is a debtor in a chapter 11 case also pending before
Judge Glenn.
Weiss and YGWV each hold 50% of the membership interests in Member
LLC, which, in turn, is the direct parent, and sole member, of
Wythe Berry Fee Owner. YGWV purports to be the designated managing
member of Member LLC and, thus, purports to control Wythe Berry Fee
Owner.
A group of noteholders, Mishmeret Trust Company Ltd., solely in its
capacity as Trustee for the Series C Notes; Yelin Lapidot Provident
Funds Management Ltd.; The Phoenix Insurance Company Limited; and
Klirmark Opportunity Fund III L.P., filed an involuntary Chapter 11
bankruptcy petition against Wythe Berry Fee Owner LLC (Bankr.
S.D.N.Y. Case No. 22-11340) on Oct. 6, 2022. The creditors are
represented by Michael Friedman, Esq.,. at Chapman and Cutler LLP.
Bankruptcy Judge Martin Glenn, who presides over the case, entered
an Order for Relief in January 2023, allowing the bankruptcy
proceedings against Wythe Berry Fee Owner LLC to proceed. Judge
Glenn denied a request by hotel operator Zelig Weiss to dismiss the
involuntary petition.
Wythe Berry Fee Owner LLC is represented by law firm Herrick,
Feinstein LLP.
All Year Holdings Limited filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021,
and is represented by Matthew Paul Goren, Esq., at Weil, Gotshal &
Manges LLP.
Weiss is represented by lawyers at Paul Hastings LLP.
ZOHAR FUNDS: Ch. 11 Trustee Wants Toss of Tilton Claims in Del.
---------------------------------------------------------------
Jeff Montgomery of Law360 reports that an attorney for a litigation
trust formed during the bankruptcy of distressed debt maven Lynn
Tilton's Zohar funds urged a Delaware judge on Monday, January 30,
2023, to dismiss Tilton's challenges to a nearly $600 million
string of post-confirmation claims, arguing they would violate
Chapter 11 plan terms and the Bankruptcy Code.
About the Zohar Funds
New York-based Patriarch Partners, LLC, is a private equity firm
specializing in acquisition, buyouts, and turnaround investment in
distressed American companies and brands. Patriarch Partners was
founded by Lynn Tilton in 2000. Lynn Tilton and her affiliates
held substantial equity stakes in portfolio companies, which
include iconic American manufacturing companies with tens of
thousands of employees.
The Zohar funds were created to raise money through selling a form
of notes called collateralized loan obligations to investors that
was then used to extend loans to dozens of distressed mid-size
companies, often in connection with the acquisition of those
companies out of bankruptcy.
Patriarch bought "distressed" companies via funding from a series
of collateralized loan obligations (CLOs) marketed through
Patriarch via its $2.5 billion "Zohar" funds. Tilton placed the
funds into bankruptcy in 2018 in an attempt to keep Patriarch's
portfolio from being liquidated by Zohar creditors including bond
insurer MBIA, which insured $1 billion worth of Zohar notes.
Combined debt of the funds is estimated at $1.7 billion.
Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited,
Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp.
(collectively, the "Zohar Funds"), sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to
18-10517) on March 11, 2018. In the petition signed by Lynn
Tilton, director, the Debtors were estimated to have $1 billion to
$10 billion in assets and $500 million to $1 billion in
liabilities.
Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy
counsel.
[*] A&G's Amendola Bags Global M&A Leadership Achievement Award
---------------------------------------------------------------
Global M&A Network has named A&G Real Estate Partners Co-President
Emilio Amendola the sole recipient of its prestigious annual
"Leadership Achievement Award."
The accolade for C-suite executives recognizes "management skills,
bold vision and contributions made to advance and grow their
respective organizations and markets," according to Global M&A
Network. Mr. Amendola received the award on January 19 during the
14th annual Americas M&A Atlas Awards celebrations in New York.
A 30-year veteran of the real estate advisory and restructuring
profession, Mr. Amendola has used his negotiating skills and real
estate expertise to benefit hundreds of companies in retail,
office, healthcare, food and beverage, industrial, entertainment,
higher education and other sectors.
All told, he and A&G Co-President Andy Graiser have saved
approximately 750 clients more than $10 billion in occupancy costs
since 2012, selling $12 billion in real estate and leases in
connection with M&A transactions, restructurings and other
projects.
Under Mr. Amendola's leadership, A&G has successfully completed
35,000 lease terminations and dispositions on behalf of its
clients, as well as more than 250 projects involving sales, due
diligence and valuations in commercial, industrial, educational and
residential real estate.
In recent years, Mr. Amendola played a pivotal role in several M&A
transactions amid a remarkable set of challenges—first the rise
of ecommerce competitors and the "retail apocalypse"; then the
Covid-19 lockdowns and related consumer behavior shifts, and now
the macroeconomic challenges that have led to increasing
speculation that a recession is on the horizon.
To name one example, Mr. Amendola led real estate activities for
Ascena Retail Group in the runup to its $540 million sale to
private equity giant Sycamore Partners. A Sycamore affiliate made
headlines when it acquired Ann Taylor, LOFT, Lou & Grey and Lane
Bryant with a commitment to retain a substantial portion of these
brands' retail stores, associates and corporate operations.
"Less well known is the observation by the largest debt holders
that the M&A deal would not have occurred at all without the $550
million in real estate savings secured by Emilio and A&G," Mr.
Graiser noted.
During the first two years of Covid, Mr. Amendola helped dozens of
companies avoid going out of business by giving them a real estate
playbook for survival.
"All told, Emilio and his team saved approximately 90 companies $2
billion in occupancy costs, renegotiating 14,000 leases during that
era," said Shanta Kumari, CEO and Global Group Editor, Global M&A
Network. "This work preserved thousands of stores and jobs and
benefited Americans from all walks of life."
During this time, Messrs. Amendola and Graiser also brought in two
new A&G teams that have expanded the firm's service offering to
clients, one specialized in data analytics, the other in real
estate sales.
Privately and women-owned, Global M&A Network is a media,
information and events firm. For the past 14 years, the New
York-based company has produced the M&A Atlas Awards, Turnaround
Atlas Awards and Women Leaders & Dealmakers Atlas Awards.
"I'm honored to receive this recognition from Global M&A Network on
behalf of our hardworking teams at A&G," Mr. Amendola said.
"During the gala, I also greatly enjoyed meeting in-person once
again with so many colleagues from the real estate, M&A and
turnaround restructuring sectors. We've all got a very busy year
ahead, so it was good to catch up."
Mr. Graiser was among the speakers at the event, in which Global
M&A Network also recognized several other outstanding dealmakers,
firms and transactions. This past September, he was named to Global
M&A Network's 2022 list of "Top 100 Restructuring Professionals."
In addition, A&G this past July was named "Real Estate
Restructuring Firm of the Year" at the organization's 14th annual
Turnaround Atlas Awards. It was the third consecutive year in which
A&G had received the honor.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Hamid Djahanshahi
Bankr. S.D. Fla. Case No. 23-10742
Chapter 11 Petition filed January 30, 2023
represented by: Stan Riskin, Esq.
In re Dennis George Pine and Brenda Renee Pine
Bankr. E.D. Cal. Case No. 23-20299
Chapter 11 Petition filed January 31, 2023
In re Winterfell Construction, Inc.
Bankr. N.D. Fla. Case No. 23-50015
Chapter 11 Petition filed January 31, 2023
See
https://www.pacermonitor.com/view/IOIMKAI/WINTERFELL_CONSTRUCTION_INC__flnbke-23-50015__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael A. Wynn, Esq.
BURG WYNN LAW FIRM
E-mail: michael@wynnlaw-fl.com
In re Tommy Earl Hamm, Jr. and Jamie Nicole Hamm
Bankr. N.D. Fla. Case No. 23-50014
Chapter 11 Petition filed January 31, 2023
represented by: Michael Wynn, Esq.
In re Jose Rafael Santos Rosado
Bankr. D.P.R. Case No. 23-00240
Chapter 11 Petition filed January 31, 2023
represented by: Jesus Batista Sanchez, Esq.
In re Millers Home Repair Remodeling & Design
Bankr. D. Colo. Case No. 23-10347
Chapter 11 Petition filed February 1, 2023
See
https://www.pacermonitor.com/view/KBIGRZQ/Millers_Home_Repair_Remodeling__cobke-23-10347__0001.0.pdf?mcid=tGE4TAMA
represented by: Stuart J. Carr, Esq.
STUART J. CARR, P.C.
E-mail: stuartjcarr@hotmail.com
In re Barfield Contracting & Associates, Inc.
Bankr. M.D. Fla. Case No. 23-00396
Chapter 11 Petition filed February 1, 2023
See
https://www.pacermonitor.com/view/KT243PQ/Barfield_Contracting__Associates__flmbke-23-00396__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re Stephen J Dunn
Bankr. N.D. Ind. Case No. 23-30097
Chapter 11 Petition filed February 1, 2023
represented by: David Welch, Esq.
In re Chem-Way Corporation
Bankr. W.D.N.C. Case No. 23-30084
Chapter 11 Petition filed February 1, 2023
See
https://www.pacermonitor.com/view/DFAL6FA/Chem-Way_Corporation__ncwbke-23-30084__0001.0.pdf?mcid=tGE4TAMA
represented by: Cole Hayes, Esq.
COLE HAYES
E-mail: cole@colehayeslaw.com
In re Coin & Hammer LLC
Bankr. S.D. Ohio Case No. 23-30160
Chapter 11 Petition filed February 1, 2023
See
https://www.pacermonitor.com/view/OIMD4JQ/COIN__HAMMER_LLC__ohsbke-23-30160__0001.0.pdf?mcid=tGE4TAMA
represented by: George T. Dearfield, Esq.
DEARFIELD LAW FIRM, LLC
E-mail: dkandw@sbcglobal.net
In re Marta D. Lyall
Bankr. W.D. Wash. Case No. 23-10185
Chapter 11 Petition filed February 1, 2023
In re 1523 Trust
Bankr. N.D. Ind. Case No. 23-30098
Chapter 11 Petition filed February 2, 2023
See
https://www.pacermonitor.com/view/E7UXRUA/1523_Trust__innbke-23-30098__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Gordon Allen Washington
Bankr. D.N.J. Case No. 23-10875
Chapter 11 Petition filed February 2, 2023
In re Joan Samuel Hanna
Bankr. D. Mass. Case No. 23-10147
Chapter 11 Petition filed February 2, 2023
In re Richard A. Gay
Bankr. W.D. Pa. Case No. 23-20232
Chapter 11 Petition filed February 2, 2023
represented by: Donald Calaiaro, Esq.
In re Shelton Damion Pellum
Bankr. W.D. Tex. Case No. 23-50102
Chapter 11 Petition filed February 2, 2023
represented by: Alma Sosa, Esq.
In re John Randal Widly
Bankr. C.D. Cal. Case No. 23-10220
Chapter 11 Petition filed February 3, 2023
In re Selah Mountain Pharmacy LLC
Bankr. D. Colo. Case No. 23-10375
Chapter 11 Petition filed February 3, 2023
See
https://www.pacermonitor.com/view/22ZSYPQ/Selah_Mountain_Pharmacy_LLC__cobke-23-10375__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Brinen, Esq.
KUTNER BRINEN DICKEY RILEY, P.C.
E-mail: jsb@kutnerlaw.com
In re Body Tek Fitness, Inc.
Bankr. S.D. Fla. Case No. 23-10936
Chapter 11 Petition filed February 3, 2023
See
https://www.pacermonitor.com/view/HJMGD6Y/Body_Tek_Fitness_Inc__flsbke-23-10936__0001.0.pdf?mcid=tGE4TAMA
represented by: Susan D. Lasky, Esq.
SUE LASKY, PA
E-mail: Jessica@SueLasky.com
In re The Source Dance Center LLC
Bankr. D.N.J. Case No. 23-10908
Chapter 11 Petition filed February 3, 2023
See
https://www.pacermonitor.com/view/2NUNGOQ/The_Source_Dance_Center_LLC__njbke-23-10908__0001.0.pdf?mcid=tGE4TAMA
represented by: David Stevens, Esq.
SCURA WIGFIELD, HEYER, STEVENS &
CAMMAROTA LLP
E-mail: dstevens@scura.com
In re LJA Ventures, Inc.
Bankr. W.D. Tex. Case No. 23-10058
Chapter 11 Petition filed February 3, 2023
See
https://www.pacermonitor.com/view/V75Y26Y/LJA_Ventures_Inc_dba_Midtown_Live__txwbke-23-10058__0001.0.pdf?mcid=tGE4TAMA
represented by: Darwin McKee, Esq.
DARWIN MCKEE, ATTORNEY AT LAW
E-mail: darwinmckee@yahoo.com
In re Tracy Lee Hurst-Castl
Bankr. D. Nev. Case No. 23-10410
Chapter 11 Petition filed February 4, 2023
represented by: Steven Yarmy, Esq.
In re William Douglas Harry
Bankr. N.D. Ala. Case No. 23-40123
Chapter 11 Petition filed February 6, 2023
represented by: Harry P. Long, Esq.
THE LAW OFFICES OF HARRY P. LONG, LLC
In re Casa CBW, LLC
Bankr. D. Ariz. Case No. 23-00711
Chapter 11 Petition filed February 6, 2023
See
https://www.pacermonitor.com/view/HR7T5BQ/CASA_CBW_LLC__azbke-23-00711__0001.0.pdf?mcid=tGE4TAMA
represented by: German Yusufov, Esq.
YUSUFOV LAW FIRM PLLC
E-mail: bankruptcy@yusufovlaw.com
In re Ronald Lee Tilley
Bankr. D. Ariz. Case No. 23-00709
Chapter 11 Petition filed February 6, 2023
represented by: D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
Email: lamar@guidant.law
In re Garnett David and Tracey N. Sylvester
Bankr. C.D. Cal. Case No. 23-10158
Chapter 11 Petition filed February 6, 2023
represented by: Marcus Tiggs, Esq.
In re Rainmaker Health Solutions Inc.
Bankr. M.D. Fla. Case No. 23-00447
Chapter 11 Petition filed February 6, 2023
See
https://www.pacermonitor.com/view/JUH3URQ/Rainmaker_Health_Solutions_Inc__flmbke-23-00447__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re Life by Alice, LLC
Bankr. N.D. Ga. Case No. 23-51225
Chapter 11 Petition filed February 6, 2023
See
https://www.pacermonitor.com/view/CVAZNMI/Life_by_Alice_LLC__ganbke-23-51225__0001.0.pdf?mcid=tGE4TAMA
represented by: Will Geer, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
E-mail: wgeer@rlkglaw.com
In re Karen Moreland Dees
Bankr. N.D. Ga. Case No. 23-10138
Chapter 11 Petition filed February 6, 2023
In re Bear and Cougar LLC
Bankr. D. Nev. Case No. 23-10413
Chapter 11 Petition filed February 6, 2023
See
https://www.pacermonitor.com/view/4USN5MA/BEAR_AND_COUGAR_LLC__nvbke-23-10413__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Sunshine Preservation LLC
Bankr. S.D.N.Y. Case No. 23-22099
Chapter 11 Petition filed February 6, 2023
See
https://www.pacermonitor.com/view/2M5VXMY/Sunshine_Preservation_LLC__nysbke-23-22099__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Howard Properties Inc.
Bankr. W.D. Okla. Case No. 23-10255
Chapter 11 Petition filed February 6, 2023
See
https://www.pacermonitor.com/view/XQEUDCI/Howard_Properties_Inc__okwbke-23-10255__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
*********
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.
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